Vinchain Token ICO General Terms and Conditions
Please read these Vinchain Token ICO General Terms and Conditions (hereinafter “Terms and Conditions”) carefully. They set out your legal rights and obligations in relation to sale of our cryptographic tokens – the Vinchain Tokens (hereinafter the “Vinchain Token ICO”). You will be asked to agree to these Terms and Conditions before participating in the Vinchain Token ICO.
Please note that we have added an Annex I to these Terms and Conditions in order to notify you of any important risks relating to purchase sale and use of the Vinchain Tokens sold during the Vinchain Token ICO as specified herein. Annex is an integral part of these Terms and Conditions and by agreeing to these Terms and Conditions you confirm that you have read Annex and that you are aware and acknowledge the risks specified therein.
These Terms and Conditions are available in the English language only. You should print a copy of these Terms and Conditions for future reference. We will not file a copy specifically in relation to you and they will not be accessible on our website in the future.
1.1. Account – an account required to set up by the Participant on the Website in order to participate in the Vinchain Token ICO.
1.2. Accredited Investor - Person as defined in Rule 501 of Regulation D of the Securities Act.
1.3. Bounty Programs – bounty programs initiated by the Initiator which will offer compensation to participants in such programs. Compensation will be paid to the participants of the Bounty Programs in Vinchain Tokens. For more on the Bounty Programs offered by the Initiator, please visit our website at https://vinchain.io.
1.4. Vinchain Smart Contract – an Ethereum smart contract developed for the Initiator which handles payments for Vinchain Tokens and distributes the relevant Vinchain Tokens to the Participants. A copy of the Vinchain Smart Contract is available at: https://github.com/VinChain
1.5. Content - Content and other materials contained in the Website including and without limitation, the Vinchain Token logos and all designs, text, graphics, pictures, information, data, software, sound files, other files and the selection and arrangement thereof.
1.6. Encumbrances - in relation to any Vinchain Token or to ETH means any lien, charge, mortgage, pledge, option, rights of pre-emption, hypothecation, claims, restrictions on transfer, encumbrances, priority or security interest, over or in such VINCHAIN Token or ETH, or any agreement or arrangement for similar effect.
1.7. End Date – 15th April 2018 14:00 UTC or the date when 600,000,000 VINCHAIN Tokens have been sold whichever occurs first.
1.8. ETH – Ethereum crypto currency.
1.9. Force Majeure Event – an event or a series of related events that is outside the reasonable control of the party affected (including failures of or problems with the Internet or a part of the Internet, hacker attacks, virus or other malicious software attacks, Etherium network failures, power failures, industrial disputes affecting any third party, changes to Laws, disasters, explosions, fires, floods, riots, terrorist attacks and wars).
1.10. Governmental Authority - any nation or government of any state or other political subdivision thereof. Any entity exercising legislative, executive, judicial or administrative functions of or pertaining to government including and without limitation any government authority, agency, department, board, commission or instrumentality and any court, tribunal or arbitrator(s) of competent jurisdiction and any self-regulatory organization. For the avoidance of doubt the Governmental Authority may include private bodies exercising quasi-governmental regulatory or judicial-like functions to the extent they relate to either party the VINCHAIN Tokens or the VINCHAIN Token ICO.
1.12. Launch Date – 22th of March 2018 at 12:00 PM (14:00) UTC.
1.13. Laws - laws, statutes, ordinances, rules, regulations, judgments, injunctions, orders and decrees of any Government Authority including amendments thereto.
1.14. Loss – damages, claims, applications, loss, injuries, delays, accidents, costs, business interruptions, expenses (including and without limitation counsel or legal fees or the costs of any claim or suit), any incidental, direct, indirect, general, special, punitive, exemplary, special or consequential damages, any loss of goodwill, profits or revenue or any other economic loss, any loss of crypto currency or digital assets. Any work stoppage data loss, computer failure or malfunction, or any other commercial or other loss.
1.15. Network Development Tokens – VINCHAIN Tokens held by the Initiator after the VINCHAIN Token ICO for the purpose of rolling out the Vehicle Lifecycle Block chain. For specifications please refer to VINCHAIN Token Whitepaper.
1.16. Organizational Documents - the articles of incorporation certificate of incorporation charter by-laws, articles of formation, certificate of formation, regulations, operating agreement, certificate of limited partnership. Partnership agreement and all other similar documents, instruments or certificates executed, adopted or filed in connection with the creation, formation or organization of a Person including any amendments thereto.
1.17. Participant – anyone who subscribes to the Webpage and purchases VINCHAIN Tokens or receives VINCHAIN Tokens via the Vinchain Smart Contract during the VINCHAIN Token ICO.
1.18. Person - an individual or legal entity or person, including without limitation a Governmental Authority.
1.20. Securities Act - the U.S. Securities Act of 1933, as amended.
1.21. Subscribing – act of providing personal data to the Initiator through a form made available on the Website under the button “Subscribe”. Subscribing is a prerequisite for the Participant to get information about participating in VINCHAIN Token ICO.
1.22. U.S. Person - person as defined in Rule 902(k) of Regulation S of the Securities Act.
1.23. UTC – Coordinated Universal Time.
1.24. Vehicle Lifecycle Block chain – transparent database based on block chain technology to be developed with the funds gathered with VINCHAIN Token ICO. For specifications please refer to VINCHAIN Token Whitepaper.
1.25. VINCHAIN Tokens – utility tokens created based on the ERC-20 standard Ethereum token and stored and distributed to the Participants by means of the Vinchain Smart Contract.
1.26. VINCHAIN Token ICO – the public sale of VINCHAIN Tokens.
1.27. VINCHAIN Token Whitepaper – informational document issued by the Initiator highlighting the Initiator’s business and development strategies, etc., available at: https://vinchain.io/files/VinChainWhitePaper011217.pdf
1.28. Website – https://Vinchain.io the portal through which the VINCHAIN Token ICO will be carried out, and all sub domains and all other respective pages of the same.
2. General Provisions
2.1. By Subscribing to our Website at https://Vinchain.io and/or purchasing VINCHAIN Tokens you confirm that you have read and understand the VINCHAIN Token Whitepaper and these Terms and Conditions, agree to these Terms and Conditions and undertake to comply with the provisions of these Terms and Conditions.
2.2. These Terms and Conditions shall be effective as of the date on which they will be accepted by the Participant as described in Section 2.1 above and with the purpose of funding programming and implementation of the Vehicle Lifecycle Block chain via the VINCHAIN Token ICO.
2.3. The Initiator reserves the right to its sole discretion to change, modify, add or remove portions of these Terms and Conditions at any time. And any such amendments shall be effective immediately upon publication on the Website. By continuing to use the Website and participating in the VINCHAIN Token ICO you accept such amendments.
2.4. If you do not agree to these Terms and Conditions you must refrain from Subscribing to the Website and participating in the VINCHAIN Token ICO.
3. VINCHAIN Token ICO for VINCHAIN Tokens and provisions of using the Website
3.1. During the VINCHAIN Token ICO, 600,000,000 VINCHAIN Tokens will be made available to the Participants to purchase in exchange for ETH. VINCHAIN Tokens sold during the VINCHAIN Token ICO can be used by the Participants as described in the VINCHAIN Token Whitepaper.
3.3. The Participant will be able to transfer funds in ETH to the Participant's account. Once the transferred funds are available in the Participant’s Account, the Participant may use them to purchase VINCHAIN Tokens. However, the mere transfer of funds to the Participant’s Account does not represent the purchase of VINCHAIN Tokens. VINCHAIN Tokens can only be purchased during the official VINCHAIN Token ICO as described in Section 5 of these Terms and Conditions.
3.3.1. VINCHAIN Tokens purchased by the Participant will be transferred to the Participant’s Account once they have been issued by the Initiator Pursuant to Section 4 of these Terms and Conditions. The Participant shall be responsible for implementing reasonable measures for securing the wallet, vault or other storage mechanism the Participant decides to use to receive and hold VINCHAIN Tokens outside of the Participant's Account, including any requisite private key(s) or other credentials necessary to access such storage mechanism(s). If the Participant’s private key(s) or other access credentials are lost then the Participant will lose access to any VINCHAIN Tokens the Participant has purchased. The Initiator will not be responsible for any such losses.
3.3.2. The Participant warrants and represents that all information the Participant provided when creating an Account on the Website is current complete and accurate. The Participant agrees to promptly notify the Initiator of any changes to any information that would cause the information provided to no longer be current, complete or accurate. The Participant also warrants and represents that the Participant understands that no Account will be fully created until the identity and email address of the Participant (and, if the Participant is a U.S. Person, the Participant's status as an Accredited Investor) has been confirmed in a manner deemed suitable by Initiator.
3.3.3. The Participant must ensure that the Participant's Account will be exclusively accessed by that Participant. The Participant is not allowed to transfer the right of use of the Participant's Account or disclose any log-in credentials to a third party without the Initiator’s written consent. Full responsibility for any activity that occurs through the use of the Participant’s Account belongs to that Participant. In case of an event which is suspected by the Participant to be a security breach or vulnerability related to the Website or Participant’s Account, the Participant must notify the Initiator immediately.
3.4. In order to participate in the VINCHAIN Token ICO and receive VINCHAIN tokens the Participant must have a personal wallet that supports ERC-20 standard Ethereum tokens. The Participant shall not use an exchange account. The Initiator shall have the right to prescribe additional guidance regarding specific wallet requirements.
3.5. The VINCHAIN Token ICO will be concluded through the Vinchain Smart Contract. The Initiator shall accept qualifying purchases through the Vinchain Smart Contract and the Vinchain Smart Contract will issue VINCHAIN Tokens for the purchases thus accepted.
3.6. Failure to follow the VINCHAIN Token ICO instructions as provided in these Terms and Conditions or on the Website may limit, delay, or prevent the Participant from purchasing VINCHAIN Tokens. Should this happen, the Initiator shall in no event be held liable for any costs or damages arising for the Participant or any other persons.
3.7. Initiator shall put its best efforts into developing or delivering the VINCHAIN Tokens and the VINCHAIN Token ICO but does not guarantee the completion of such development or delivery.
3.8. The Participant shall be hereby granted a license to all content and other materials contained in the Website with following restrictions:
3.8.1. Unless otherwise indicated in writing by Initiator, the Website and all Content are the proprietary property of the Initiator or the Initiator’s licensors or users, as applicable, and are protected by international copyright laws.
3.8.2. Each Participant is hereby granted a limited, nonexclusive, non-transferable, no sub-licensable license to access and use the Website and Content. However, such license does not include any right to (a) sell, resell or use commercially the Website or Content, (b) distribute, publicly perform or publicly display any Content, (c) modify or otherwise make any derivative uses of the Website or Content, or any portion thereof (d) use any data mining, robots or similar data gathering or extraction methods (e) download (other than the page caching) any portion of the Website or Content, except as expressly permitted by the Initiator (f) use the Website or Content other than for their intended purposes. Any use of the Website or Content other than as specifically authorized herein, without the prior written permission from the Initiator is strictly prohibited and will automatically terminate the license granted herein. Such unauthorized use may also violate applicable Law, including and without limitation copyright and trademark laws and applicable communications regulations and statutes. Unless explicitly stated by Initiator, nothing in Sections 3.8.1 to 3.8.3. shall be construed as conferring any right or license to any patent, trademark, copyright or other proprietary rights of the Initiator or any third party. This license is revocable at any time.
3.8.3. Notwithstanding anything to the contrary stated in Sections 3.8.1. to 3.8.3., the Website and Content may include software components provided by the Initiator or a third party that is subject to separate license terms, in which case those license terms will govern such software components. 4. Issuing VINCHAIN Tokens
4.1. The Initiator will issue a total of 1,000,000,000 VINCHAIN Tokens. From all of the VINCHAIN Tokens issued, 250,000,000 => are reserved among founders, consultants and other members of the team with a sale restriction of 2 years; 137,500,000 => are reserved with a sale restriction of 2 years; 12,500,000 => are reserved for early investors with a sale restriction of 3 months after ICO ending. See the VINCHAIN Token Whitepaper for further details.
4.2. From all of the VINCHAIN Tokens issued, 600,000,000 VINCHAIN Tokens will be made available for purchase by the Participants during the VINCHAIN Token ICO between the Launch Date and the End Date. All of the VINCHAIN Tokens left unsold between the Launch Date and the End Date will be permanently destroyed.
5. Purchase and Sale of VINCHAIN Tokens during the VINCHAIN Token ICO. The Vinchain ICO and token sale is expected to be organized in 3 waves. Such ICO model is introduced for the convenience of contributors:
Closed pre-sale: 23 November, 2017
Open pre-sale: 1 December, 2017 – 24 December, 2017
Sale Period: 22 March, 2018 - 15th April, 2018
5.1. VINCHAIN Tokens shall be sold only within the period between the Launch Date and End Date. Initiator reserves the right to change the Launch Date or End Date at its absolute discretion. Any such changes shall be published on the Website.
5.4. The Participant shall pay the purchase price for the desired amount of the VINCHAIN Tokens by sending the correct quantity of ETH to the unique address displayed to the Participant on the Website (the Vinchain Smart Contract address). The purchase shall be conducted through the Vinchain Smart Contract. The purchase of the VINCHAIN Tokens shall not be guaranteed until the Initiator has received the full amount of the purchase price in ETH.
5.5. The Participant shall have the right to purchase an unlimited quantity of VINCHAIN Tokens until all of the VINCHAIN Tokens issued for the VINCHAIN Token ICO have been purchased, on a first-come-first-serve basis.
5.6. Knowledge of the unique address or unique order identification combination shall not constitute a purchase receipt or indicate in any way that any party with such knowledge shall have a right to the ownership of the VINCHAIN Tokens.
5.7. VINCHAIN Tokens purchased by the Participant will be distributed to the Participant by the Vinchain Smart Contract within 24 hours after the respective purchase of VINCHAIN Tokens. The purchased VINCHAIN Tokens shall be transferrable within 24 hours from the End Date and subject to those transfer restrictions set forth in these Terms and Conditions. The Participant will have the right to transfer VINCHAIN Tokens on any exchange platform where it is possible and allowed and subject to those transfer restrictions set forth in these Terms and Conditions.
5.8. The Participant will be able to check the status of the Participant's VINCHAIN Tokens purchase on the Participant's personal wallet or respective website. VINCHAIN shall not publish or make available a Participant’s personal VINCHAIN Tokens purchase status on the Website.
5.9. The Initiator shall only publish the status of VINCHAIN Token ICO in general on the Website, i.e., the amount of purchased VINCHAIN Tokens and its proportion of the total amount of VINCHAIN Tokens.
5.10. VINCHAIN Tokens shall not impart on the Participant any express or implied proprietary rights, obligations or contract rights, including but not limited to intellectual property rights. Participating in the VINCHAIN Token ICO purchasing VINCHAIN Tokens, or receiving and holding VINCHAIN Tokens does not grant the Participant any decision-making power including but not limited to in relation to development, governance, or the role, conduct or performance of the Initiator.
5.11. The Initiator shall monitor all potential transactions for attempts to double-spend crypto currency or cryptographic VINCHAIN Tokens during VINCHAIN Token ICO. Any double spends detected will result in the cancellation of the VINCHAIN Token issued to the relevant Participant at any stage of the VINCHAIN Token ICO. The relevant Participant shall not be reimbursed for any costs he/she bears related to the VINCHAIN Token ICO.
6. Cancellation and Refund Policy
6.1. If the VINCHAIN Tokens distributed by the End Date have accumulated funds that amount to less than $5.000.000 by the End Date, the VINCHAIN Token ICO will be deemed unsuccessful, and each Participant shall have the right to a full refund. In order to obtain a refund, the Participant must call the refund function on the Vinchain Smart Contract. Thereafter, the respective amount will be automatically transferred back to the Participant, and the respective amount of VINCHAIN Tokens will be destroyed. Using the refund is optional for the Participant. The Initiator shall not be required to provide a refund for any reason other than as set forth in this Section 6.1.
6.2. The Participant shall not have the right to withdraw from the VINCHAIN Token ICO after the Launch Date.
6.3 All purchases of VINCHAIN Tokens are final and non-refundable, unless the amount of funds specified in section 6.1. is not reached by the End Date.
6.4. All costs connected with any refund transactions shall be borne by respective Participant.
7. VINCHAIN Token ICO on the Vinchain Smart Contract and Authorized Exchanges
7.1. The Initiator shall conduct the VINCHAIN Token ICO via the Vinchain Smart Contract only.
7.2. Any third-party website or service that is not the Vinchain Smart Contract and that takes payments for VINCHAIN Tokens during the VINCHAIN Token ICO provides VINCHAIN Tokens during the VINCHAIN Token ICO or facilitates purchases of VINCHAIN Tokens in any way during the VINCHAIN Token ICO is not in any way supported or endorsed by the Initiator and has no relationship in any way to the Initiator.
7.3. The only official and authorized VINCHAIN Token ICO website URL operated by the Initiator is https://Vinchain.io. The Participant shall ensure that the URL of the Participant's web browser indicates that it is using a hypertext transport protocol secure connection (“https”) and that the domain name is correct.
7.4. The Participant shall not hold the Initiator liable for any Loss arising or in any way connected to the Participant’s participation in the VINCHAIN Token ICO purchase of VINCHAIN Tokens, or receiving and holding VINCHAIN Tokens in any manner other than through the Vinchain Smart Contract during the VINCHAIN Token ICO.
8. Representations, Warranties, and Acknowledgments of the Participant
8.1. By participating in the VINCHAIN Token ICO, the Participant represents, warrants and covenants to the Initiator, as of the day that the Participant first Subscribes to the Website or purchases any VINCHAIN Tokens, that:
8.1.1. If the Participant is a U.S. Person, then the Participant represents that the Participant is an Accredited Investor and has such knowledge and experience in financial and business matters that it is capable of evaluating the merits and risks of the purchase of VINCHAIN Tokens. The Participant understands that that the Participant will be required to provide documentation to the Initiator or the Initiator's authorized agent to verify the Participant's status as an Accredited Investor and failure to provide such documents will disqualify the Participant from purchasing VINCHAIN Tokens and the Initiator will not sell VINCHAIN Tokens to Participants who fail to verify their status as an Accredited Investor.
8.1.2. If the Participant is not a Person as described in section 8.1.1. above then the Participant present is not a U.S. Person.
8.1.3. To the extent that the Participant is a corporation then the Participant is a corporation duly organized, validly existing and in good standing under the laws of the Participant’s country of incorporation, and has all requisite corporate power and authority to carry on the transactions contemplated of the Participant under these Terms and Conditions.
8.1.4. The Participant has all requisite power, legal right, and authority to enter into and perform the Participant's obligations under these Terms and Conditions and to purchase the VINCHAIN Tokens and these Terms and Conditions will constitute a legal, valid and binding obligation of Participant enforceable against Participant in accordance with its terms, except that such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium and similar laws of general application relating to or affecting creditors’ rights generally and by equitable principles (regardless of whether enforcement is sought in a proceeding in equity or at law).
8.1.5. The performance of the Participant's obligations under these Terms and Conditions will not result in (i) any violation of conflict with in any material respect, or constitute a material default under, with or without the passage of time or the giving of notice (A) to the extent the Participant is a corporation, any provision of the Participant’s Organizational Documents; (B) any provision of any permit, franchise, judgment, decree or order to which the Participant is a party, by which it is bound, or to which any of its material assets are subject; (C) any material contract, obligation, or commitment to which the Participant is a party or by which it is bound; or (D) any Laws applicable to the Participant, or (ii) the creation of any Encumbrance upon any material assets of the Participant;
8.1.6. The performance of the Participant's obligations under these Terms and Conditions requires no approval or other action from any Governmental Authority or Person.
8.1.7. The Participant is not purchasing VINCHAIN Tokens with a view to sale or in connection with any distribution in whole or in part. The Participant will not directly or indirectly, transfers VINCHAIN Tokens except in accordance with applicable Laws and the provisions of these Terms and Conditions. The Participant understands that the Participant must bear the economic risk of the Participant’s purchase of VINCHAIN Tokens for an indefinite period of time. The Participant also understands that to the extent VINCHAIN Tokens are securities under the laws of any jurisdiction in which VINCHAIN Tokens are to be traded or subject of transfers such trades or transfers of VINCHAIN Tokens may be restricted by such laws.
8.1.8. The Participant has received a copy of the current VINCHAIN Token Whitepaper prepared in relation to the VINCHAIN Token ICO and has carefully read it. The Participant acknowledges that the VINCHAIN Token Whitepaper may change during the time leading up to the Launch Date and the Participant accepts the obligation to promptly read and review new versions of the VINCHAIN Token Whitepaper which will be made available to the Participant at: https://vinchain.io/files/VinChainWhitePaper011217.pdf ;
8.1.9. The Participant has such knowledge and experience in financial matters, business and technology, including but not limited to block chain technology and block chain based software systems, crypto currencies. Cryptographic tokens and other considerations relating thereto to be able to evaluate the risks and merits of (a) the VINCHAIN Token ICO and (b) the VINCHAIN Tokens to be purchased by the Participant pursuant to the terms of these Terms and Conditions including but not limited to the risks outlined in Annex and is able to bear such risks.
8.1.10. The Participant understands that the VINCHAIN Token ICO and the creation and distribution of the VINCHAIN Tokens involve significant risk including but not limited to the risk that (i) the technology associated with the VINCHAIN Token ICO may not function as intended; (ii) the VINCHAIN Token ICO may fail to attract interest or adoption either from key stakeholders or the broader community; (iii) the Initiator may fail to adequately fund its operations or the VINCHAIN Token ICO; (iv) the VINCHAIN Tokens may decrease in value over time or lose all monetary value; and (v) the Initiator or the VINCHAIN Token ICO may be subject to investigation and enforcement actions from Governmental Authorities, and these Governmental Authorities will make changes to existing laws, regulations or rules that will affect cryptographic tokens, digital assets, block chain technology and its applications. Further, the Participant has carefully read and considered the risks and other information relating to the Initiator contained here including Annex. The Participant acknowledges and understands that that the risks set forth in Annex I am not all of the risks relating to the purchase of VINCHAIN Tokens.
8.1.11. The Participant acknowledges and understands then agrees that: (a) the purchase and receipt of VINCHAIN Tokens may have tax consequences for the Participant; (b) the Participant is solely responsible for the Participant’s compliance with the Participant’s tax obligations; (c) the Initiator bears no liability or responsibility with respect to any tax consequences to Buyer.
8.1.12. To the extent required by applicable Laws the Participant represents and warrants to the Initiator that the Participant complies with all anti-money laundering and antiterrorism-financing requirements.
8.1.13. Neither the Participant nor any person having a direct or indirect beneficial interest in the Participant or the VINCHAIN Tokens being purchased by the Participant, nor any person for whom the Participant is acting is (i) the subject of sanctions administered or enforced by the United States (including without limitation the U.S. Department of the Treasury’s Office of Foreign Asset Control), the United Kingdom, the European Union or any other Governmental Authority (collectively, “Sanctions”), (ii) organized or resident in a country or territory that is the subject of country-wide or territory-wide Sanctions (iii) otherwise is a party with which the Initiator is prohibited from dealing under applicable Laws.
8.1.14. The Participant is not participating in the VINCHAIN Token ICO purchasing VINCHAIN Tokens or receiving and holding VINCHAIN Tokens for any illegal purpose.
8.2. The Participant acknowledges and agrees that:
8.2.1. The Participant shall take sole responsibility for any restrictions or risks associated with participating in the VINCHAIN Token ICO, purchasing VINCHAIN Tokens or receiving and holding VINCHAIN Tokens, whether referred to in these Terms and Conditions, Annex I arising under any applicable law or otherwise.
8.2.2. The Participant is participating in the VINCHAIN Token ICO, purchasing VINCHAIN Tokens and receiving and holding VINCHAIN Tokens to facilitate the development, testing, deployment and operation of the Vehicle Lifecycle Block chain and other accompanying activities.
8.2.3. The proposed outcomes of the Vehicle Lifecycle Block chain may not be achieved.
8.2.4. VINCHAIN Tokens may not provide the rewards envisaged.
8.2.5. The Participant should not attempt to gain unauthorized access or hack into or interfere with, disrupt, disable, overburden or otherwise impair the proper working of the Website or Vinchain Smart Contract.
8.2.6. The Participant should not violate or attempt to violate the security of the Website or Vinchain Smart Contract.
8.2.7. The Participant shall not access information or data which he/she is not authorized to access.
8.2.8. The Participant should promptly provide to the Initiator, upon request, any relevant additional information which the Initiator may consider necessary for the purpose of providing services to the Participant.
8.2.9. The Participant should ensure that any information or content he/she posts or makes available in any way, or causes to be posted on the Website or Vinchain Smart Contract shall be non-confidential and non-proprietary unless expressly indicated otherwise and not offensive or illegal and that he/she will be responsible for all such information or content.
9. Warranties of the Initiator
9.1. The Initiator warrants that it will not purchase VINCHAIN Tokens during the VINCHAIN Token ICO. Furthermore, the Initiator warrants that it will not purchase VINCHAIN Tokens from any third party during the period of the VINCHAIN Token ICO.
9.2. In the spirit of openness and to enable Participants to have as much information as possible to guide their decision-making process the Initiator will disclose on at least a daily basis, the total number of VINCHAIN Tokens sold, reserved and available for issuance to enable each Participant to develop an understanding of the size of the existing VINCHAIN Tokens pool at the time of the Participant's VINCHAIN Token purchase.
9.3. The Initiator warrants that all VINCHAIN Tokens made available for the VINCHAIN Token ICO and that are not sold between the Launch Date and End Date will be permanently destroyed.
9.4. All Network Development Tokens will be permanently destroyed after the Vehicle Lifecycle Block chain is fully developed.
10. Exclusion of Liability
10.1. The Initiator shall not be liable (whether in an action in negligence, contract or tort based on a warranty, or otherwise) for any Loss even if the Initiator or its representatives are advised of the possibility of such Loss, howsoever caused as a result, directly or indirectly, of or arising from or in connection.
10.1.1. The Participant’s participation in the VINCHAIN Token ICO, receiving and holding VINCHAIN Tokens.
10.1.2. Any access, the use of, or inability to access or use, the Website or the Vinchain Smart Contract.
10.1.3. The Participant’s reliance on or use of or inability to use the content and information of the Website or the Vinchain Smart Contract or any linked website.
10.1.4. Any failure of performance, error, omission, interruption, defect, delay in operation or transmission, computer virus or line or system failure of the Website or the Vinchain Smart Contract or any linked website.
10.1.5. The cost of procurement of substitute goods and services resulting from any goods, data, information or services purchased or obtained or messages received or transactions entered into through or from the Website or the Vinchain Smart Contract.
10.1.6. Unauthorized access to or alteration of the Participant’s transmissions or data.
10.1.7. Statements or conduct of any third party on the Website and the Vinchain Smart Contract; or
10.1.8. Any other matter relating to the Website and/or the Vinchain Smart Contract.
11. No Waiver
11.1. The failure of the Initiator to require or enforce strict performance of any provision of these Terms and Conditions or to exercise any right under these Terms and Conditions shall not be construed as a waiver or relinquishment of the Initiator’s right to assert or rely upon any such provision or right (or any other provision or right contained this document in its entirety, as the case may be) in that or any other instance. The express waiver by the Initiator of any provision, condition, or requirement of these Terms and Conditions shall not constitute a waiver of any other or future obligation to comply with such provision, condition or requirement. Except as expressly and specifically set out in these Terms and Conditions, no representations, statements, consents, waivers, or other acts or omissions by the Initiator shall be deemed a modification of these Terms and Conditions or be legally binding.
12.1. The Initiator shall not make any representations concerning the tax implications of participating in the VINCHAIN Token ICO, purchasing VINCHAIN Tokens, or receiving and holding VINCHAIN Tokens.
12.2. The Participant shall bear the sole responsibility for determining or assessing the tax implications of the Participant's participation in the VINCHAIN Token ICO, purchasing VINCHAIN Tokens, or receiving and holding VINCHAIN Tokens in all respects and in any relevant jurisdiction and bear all tax costs.
12.3. By participating in the VINCHAIN Token ICO, purchasing VINCHAIN Tokens, or receiving and holding VINCHAIN Tokens, to the extent permitted by applicable law, the Participant will agree that no other party (including and without limitation, the Initiator) may be held liable for any Loss arising out of, or in any way connected to, any tax liability the Participant may incur in connection with the Participant's participation in the VINCHAIN Token ICO, purchasing VINCHAIN Tokens, or receiving and holding VINCHAIN Tokens.
13. “Know Your Customer” and Anti-Money Laundering Provisions
13.1. The Initiator shall reserve the right to conduct “Know Your Customer “or antimoney laundering checks and procedures on each Participant as required by applicable Law.
13.2. The Participant undertakes to submit to such checks and procedures, and provide all the information and confirmations requested by the Initiator to that end. Should the Participant fail or refuse to provide the necessary information and confirmations requested by the Initiator within the specified timeframe, the Initiator may terminate the Participant’s right to use the Website and provide services to that Participant without any obligation to refund.
15. Force Majeure
15.1. The Initiator will not be liable in any way for failure to perform due to any Force Majeure Event. By participating in the VINCHAIN Token ICO, purchasing VINCHAIN Tokens, or receiving and holding VINCHAIN Tokens, to the extent permitted by the applicable law, the Participant agrees that no other party (including and without limitation, the Initiator) shall be held liable for any Loss arising out of, or in any way connected to, any Force Majeure Event.
16.1. If any provision of these Terms and Conditions is found illegal or unenforceable under a relevant jurisdiction, in whole or in part, such a provision shall be ineffective solely to the extent of such determination of invalidity or unenforceability without affecting the validity or enforceability thereof in any other manner or jurisdiction and without affecting the remaining provisions which shall continue in full force and effect.
18.1. If these Terms and Conditions are in conflict with the information provided on the Website or any other document, including but not limited to the VINCHAIN Token Whitepaper, these Terms and Conditions shall prevail.
18.2. These Terms and Conditions, the Website, or other related documents may be translated into other languages. In case of a conflict between the English and translated versions of the respective document, the English version shall prevail.
Certain Risks Relating to Purchase, Sale, and Use of VINCHAIN Tokens Important Note: None of the information presented in this Annex I is intended to form a basis for any investment decision and no specific recommendations are intended. The Initiator expressly disclaims any and all responsibility for any direct or consequential loss or damage of any kind whatsoever arising directly or indirectly from: (i) reliance on any information contained in this Annex I, (ii) any error, omission or inaccuracy in any such information (iii) any action resulting from such information. By purchasing, owning, and using VINCHAIN Tokens, you expressly acknowledge and assume the following risks:
1. Risk of Losing Access to VINCHAIN Tokens Due to Loss of Private Key(s), Custodial Error, or Your Error A private key, or a combination of private keys is necessary to control and dispose of VINCHAIN Tokens stored in your digital wallet or vault. Accordingly, loss of the requisite private key(s) associated with your digital wallet or vault storing VINCHAIN Tokens will result in loss of such VINCHAIN Tokens. Moreover, any third party that gains access to such private key(s), including by gaining access to login credentials of a hosted wallet service you use, may be able to misappropriate your VINCHAIN Tokens. Any errors or malfunctions caused by or otherwise related to the digital wallet or vault you choose to receive and store VINCHAIN Tokens, including your own failure to properly maintain or use such digital wallet or vault, may also result in the loss of your VINCHAIN Tokens. Additionally, your failure to precisely follow the procedures set forth for buying and receiving VINCHAIN Tokens, including, for instance, if you provide an incorrect personal wallet address, or provides an address that is not ERC-20 compatible, may result in the loss of your VINCHAIN Tokens.
2. Risks Associated with the Ethereum Protocol Because the VINCHAIN Tokens and the Vinchain Smart Contract are based on the Ethereum protocol, any malfunction, breakdown or abandonment of the Ethereum protocol may have a material adverse effect on VINCHAIN Tokens. Moreover, advances in cryptography or technical advances such as the development of quantum computing could present risks to the VINCHAIN Tokens, including the utility of the VINCHAIN Tokens for Vehicle Lifecycle Block chain, by rendering ineffective the cryptographic consensus mechanism that underpins the Ethereum protocol.
3. Risk of Mining Attacks As with other decentralized cryptographic tokens based on the Ethereum protocol, the VINCHAIN Tokens are susceptible to attacks by miners in the course of validating VINCHAIN Token transactions on the Ethereum block chain, including but not limited to double-spend attacks, majority mining power attacks, and selfish mining attacks. Any successful attacks present a risk to the Vehicle Lifecycle Block chain and the VINCHAIN Tokens, including but not limited to accurate execution and recording of transactions involving VINCHAIN Tokens.
4. Risk of Hacking and Security Weaknesses Hackers or other malicious groups or organizations may attempt to interfere with Vehicle Lifecycle Block chain, the Vinchain Smart Contract, the Website or the VINCHAIN Tokens in a variety of ways, including but not limited to malware attacks, denial of service attacks, consensus-based attacks, Sybil attacks, smurfing and spoofing. Furthermore, because the Vinchain Smart Contract is based on open-source software, there is a risk that a third party or a member of the Initiator team may intentionally or unintentionally introduce weaknesses into the core infrastructure of the Vinchain Smart Contract, which could negatively affect Vehicle Lifecycle Block chain, the Vinchain Smart Contract and the VINCHAIN Tokens.
5. Risks Associated with Markets for VINCHAIN Tokens The VINCHAIN Tokens could be used for any secondary trading or external valuation of VINCHAIN Tokens from the End Date. If secondary trading of VINCHAIN Tokens is facilitated by third-party exchanges, such exchanges may be relatively new and subject to little or no regulatory oversight, making them more susceptible to fraud or manipulation. Furthermore, to the extent that third parties do ascribe an external exchange value to VINCHAIN Tokens (e.g., as denominated in a digital or fiat currency), such value may be extremely volatile and diminish to zero.
6. Risk of Uninsured Losses Unlike bank accounts or accounts at some other financial institutions, VINCHAIN Tokens are uninsured unless you specifically obtain private insurance to insure them. Thus, in the event of loss of VINCHAIN Token or loss of utility value, there is no public insurer or private insurance arranged by the Initiator to offer recourse to you.
7. Risks Associated with Uncertain Regulations and Enforcement Actions The regulatory status of the VINCHAIN Tokens and distributed ledger technology is unclear or unsettled in many jurisdictions. It is difficult to predict how or whether regulatory agencies may apply existing regulations with respect to such technology and its applications, including the Vinchain Smart Contract, Vehicle Lifecycle Block chain and the VINCHAIN Tokens. It is likewise difficult to predict how or whether legislatures or regulatory agencies may implement changes to Law or regulations affecting distributed ledger technology and its applications. Regulatory actions could negatively impact the Vinchain Smart Contract, Vehicle Lifecycle Block chain and the VINCHAIN Tokens in various ways, including, for purposes of illustration only, through a determination that the purchase, sale and delivery of the VINCHAIN Tokens constitutes unlawful activity or that the VINCHAIN Tokens are a regulated instrument that require registration or licensing of those instruments or some or all of the parties involved in the purchase, sale and delivery thereof. The Initiator may cease operations in a jurisdiction in the event that regulatory actions, or changes to law or regulation. Make it illegal to operate in such jurisdiction, or commercially undesirable to obtain the necessary regulatory approval(s) to operate in such jurisdiction.
8. Risks Arising from Taxation Tax treatment and characterization of VINCHAIN Tokens is uncertain. You must seek your own tax advice in connection with purchasing VINCHAIN Tokens, which may result in adverse tax consequences to you, including withholding taxes, income taxes, indirect taxes and tax reporting requirements.
9. Risks Associated with the Development and Maintenance of Vehicle Lifecycle Block chain Vehicle Lifecycle Block chain is still under development and may undergo significant changes over time. Although the Initiator intends for the VINCHAIN Tokens and Vehicle Lifecycle Block chain to function as described in VINCHAIN Token Whitepaper, and intends to take commercially reasonable steps toward those ends, the Initiator may have to make changes to the specifications of the VINCHAIN Tokens or Vehicle Lifecycle Block chain for any number of legitimate reasons. This could create a risk that VINCHAIN Tokens or Vehicle Lifecycle Block chain, as further developed and maintained, may not meet your expectations at the time of purchase. Furthermore, despite our good faith efforts to develop Vehicle Lifecycle Block chain it is still possible that Vehicle Lifecycle Block chain will experience malfunctions or otherwise fail to be adequately developed or maintained. It may negatively impact Vehicle Lifecycle Block chain and VINCHAIN Tokens, and the potential utility of VINCHAIN Tokens.
10. Risk of Alternative Networks It is possible that alternative networks could be established that utilize the same or similar source code and protocol underlying Vehicle Lifecycle Block chain and attempt to facilitate services that are materially similar to Vehicle Lifecycle Blockchain's services. Vehicle Lifecycle Block chain may compete with these alternative networks, which could negatively impact the Vehicle Lifecycle Block chain and the VINCHAIN Tokens.
11. Risk of an Unfavorable Fluctuation of ETH Value If the value of ETH fluctuates unfavorably during or after the VINCHAIN Token ICO, we may not be able to fund development, or may not be able to develop or maintain Vehicle Lifecycle Block chain in the manner that was intended. In addition to the usual market forces, there are several potential events which could exacerbate the risk of unfavorable fluctuation in the value of ETH, including uncertainties created by the lack of resolution to the crypto currency scaling debate, the possibility of a so-called “Hard Fork” of crypto currency if one of the competing camps in the scaling debate decides to force the issue; another “DAO-like” attack on the Ethereum network; or significant security incidents or market irregularities at one or more of the major crypto currency exchanges.
12. Risks Arising from Lack of Governance Rights Because VINCHAIN Tokens confer no governance rights of any kind with respect to the Initiator, all decisions involving Vehicle Lifecycle Block chain or the Initiator itself will be made by the Initiator at its sole discretion, including but not limited to decisions to discontinue Vehicle Lifecycle Block chain, to create and sell more VINCHAIN Tokens for use in Vehicle Lifecycle Block chain, or to sell or liquidate the Initiator. These decisions could adversely affect Vehicle Lifecycle Block chain and the utility of any VINCHAIN Tokens you own.
13. Risks Arising from the Identity Verification Market The identity verification industry and by extension Vehicle Lifecycle Block chain, is subject to a variety of state and international laws and regulations, including those with respect to Know Your Customer or Anti-Money Laundering and customer due diligence procedures, privacy and data protection, consumer protection, data security, and others. These laws and regulations and the interpretation or application of these laws and regulations, could change at any time. In addition, new laws or regulations affecting Vehicle Lifecycle Block chain could be enacted which could impact the utility of the VINCHAIN Tokens. Also, Vehicle Lifecycle Block chain users are subject to industry specific laws and regulations or licensing requirements. If any of these parties fails to comply with any of these licensing requirements or other applicable laws or regulations or if such laws and regulations or licensing requirements become more stringent or are otherwise expanded, it could adversely impact Vehicle Lifecycle Block chain and the VINCHAIN Tokens.
14. Risks Associated with Lack of Information Participants may not be able to obtain all information it would want regarding the Initiator, the VINCHAIN Tokens, or the VINCHAIN Token ICO on a timely basis or at all. It is possible that Participants will not be aware on a timely basis of material adverse changes that have occurred. While the Initiator has made efforts to use open-source development for the VINCHAIN Tokens, this information may be highly technical by nature. As a result of these difficulties, as well as other uncertainties. Participants may not have accurate or accessible information about the Vehicle Lifecycle Block chain.
15. Risks Associated with Transfer Restrictions The VINCHAIN Tokens have not been registered under the Securities Act, the securities laws of any state of or the securities laws of any other jurisdiction and therefore cannot be resold, except as described in the section entitled “Transfer Restrictions” in these Terms and Conditions. U.S. To the extent the VINCHAIN Tokens are deemed securities, unless transferred pursuant to an effective registration statement under the Securities Act with the U.S. Securities and Exchange Commission or an applicable exemption from registration, (i) U.S. Persons permitted to purchase VINCHAIN Tokens will be required to maintain their VINCHAIN Tokens for a period of one year from the issuance of their VINCHAIN Tokens (ii) non-U.S. Persons holding VINCHAIN Tokens will only be permitted to resell or transfer such tokens to other Non-U.S. Persons. These restrictions may adversely impact your ability to resell the VINCHAIN Tokens or the price at which you may be able to resell them. VINCHAIN Tokens are not redeemable at the option of the holder and holders of VINCHAIN Tokens will not have the right to withdraw their capital. It is not contemplated that the VINCHAIN Tokens will ever be registered. No public market for the VINCHAIN Tokens may develop. Further, each Participant must represent that it will only sell or transfer its VINCHAIN Tokens in accordance with the restrictions set forth under ‘‘Transfer Restrictions” in these Terms and Conditions and in a manner permitted by applicable laws and regulations. Consequently, Participants must be prepared to bear the risk of an investment in VINCHAIN Tokens for an extended period of time.
16. Unanticipated Risks Cryptographic tokens such as VINCHAIN Tokens are a new and untested technology. In addition to the risks included in this Annex I, there are other risks associated with your purchase, possession, and use of the VINCHAIN Tokens, including unanticipated risks. Such risks may further materialize as unanticipated variations or combinations of the risks discussed in this Annex I.