TERMS OF USE
1.INTRODUCTION
1.1
1.2
1.3
2.DEFINITIONS
2.1
2.2
2.3
2.4
2.5
2.6
2.7
2.8
2.9
2.10
2.11
2.12
2.13
2.14
2.15
2.16
2.17
2.18
2.19
2.20
2.21
2.22
2.23
2.24
2.25
2.26
2.27
2.28
2.29
3. CONTACT
3.1The User can contact the Company in matters relating to the Platform or the Services using one of the following channels:
a) e-mail: [email protected] ;
b) Telegram: https://t.me/vottuncommunity/1 – to use this channel, the User shall have an active Telegram account;
c) Discord: https://discord.gg/UMQNfZrm – to use this channel, the User shall have an active Discord Account
3.2The Company may contact the User using the same contact channels as set out in Clause 3.1. above. If the User uses these communication channels, the User agrees that the Company may communicate with the User through these channels in response.
3.3The Company may also communicate with the User i) by posting an information on the Platform, ii) via the Platform's interface to the account assigned to the User, or iii) by sending the User an e-mail to the e-mail address that the User has previously provided to the Company.
4.PURPOSE OF THESE TERMS
4.1
4.2
5. REQUIREMENTS TO USE THE PLATFORM AND/OR THE SERVICES
[Technical requirements]
5.1 The technical requirements necessary to work with the Platform are as follows:
a) a device connected to the Internet with the latest, full version of Chrome, Safari browser;
b) cookies (optional) and javascript (obligatory) enabled in the browser;
c) screen resolution when displaying the Platform is at least 1280×720 pixels.
[Additional technical requirements for Web3 Services]
5.2 The additional technical requirements necessary to use the Web3 Services:
a) having an active email address,
b) possession of a Wallet.
[Other requirements]
5.3 The User must:
a) be at least 18 years old or of the legal age in accordance with the law of the User's residence at the time of the registration;
b) have the full legal capacity to conclude the contract between the User and the Company on the use of the Platform and the Services;
c) if the User intends to conclude the SAFT with the Company – (i) have the full legal capacity to perform such agreement;
d) if applicable – be entitled to represent a legal entity to conclude the contract between such legal entity and the Company, as well as to conclude – if any – the SAFT. Such User represents that he/she has all consents required by the Applicable law in order to conclude the contract on behalf of the legal entity.
5.4 In order to use the Web3 Services, the User shall meet the following technical conditions: i) connecting the Wallet(s) to the Platform and (ii) undergoing the KYC Procedure – in accordance with the provisions below. For avoidance of doubt, the conditions referred to in the preceding sentence are not legal conditions within the meaning of the civil law.
5.5 IF THE USER IS NOT OF THE LEGAL AGE OR HAS NOT FULL LEGAL CAPACITY, THE USER SHALL BE OBLIGED TO REFRAIN FROM ACCESSING AND USING THE PLATFORM AND SERVICES UNTIL THE USER REACHES THE LEGAL AGE OR GAINS THE FULL LEGAL CAPACITY.
6. TYPES AND SCOPE OF THE SERVICES
6.1 The types of the Services are as following:
a) Access to the Platform;
b) Creation of Account;
c) Wallet connection;
d) KYC Procedure;
e) SAFT Conclusion,
f) Claim.
6.2 The contract between the User and the Company on the use of the Platform and its Services is concluded as regards:
a) Access to the Platform service – when the User accesses the Platform for the first time;
b) the Account Service – when the User (i) clicks on the "Create Account" button (or button with equivalent information), (ii) chooses whether he/she wishes to register via a Third Party Service, i.e. Google, introduce the email, (iii) declares that he/she familiarizes himself/herself with these Terms and the Privacy Policy and confirms this by clicking on the appropriate checkbox, (iv), completes with a positive result the steps to register the Account;
c) the Wallet connection service – when the User clicks the "Connect Wallet" button;
d) the KYC Procedure – when the User clicks the "KYC" button and proceeds with the KYC Procedure;
e) the SAFT Conclusion – when the User clicks the "SAFT Form" button (or button with equivalent information), fills in the Purchase Term Sheet, accepts the Token Purchase Terms and clicks "Accept" button (only for Users who connected the Wallet and underwent the KYC Procedure);
f) the Claim Service – when the User clicks the "Claim" button (only for Users who concluded SAFT).
6.3 For avoidance of doubt, the access to the Platform does not impose obligation on the User to conclude the SAFT.
6.4 Continued use of the Platform and Services is considered as consent to be bound by these Terms and acknowledgment of the Privacy Policy.
6.5 The User is authorized to use the Platform and/or the Services exclusively for his or her own use or the entity the User represents.
7.ACCESS TO THE PLATFORM
7.1
7.2
7.3
8.WALLET CONNECTION
8.1
8.2
8.3
8.4
8.5
9.CREATION OF ACCOUNT
9.1
9.2
9.3
9.4
9.5
9.6
10. KYC PROCEDURE
10.1 Due to the risks associated with the conclusion of the SAFTs and the risks of potential fraud, the Company implemented voluntarily the KYC Procedure in order to maintain a due diligence when concluding the SAFT via the Platform.
10.2 The KYC Procedure was implemented to ensure the integrity and transparency of the Users' activities and the certainty of the Company's operations. In addition, the KYC Procedure helps the Company to identify the Users by obtaining their personal data, which is necessary to e.g. enter into the SAFT and determine the parties of that agreement. Information on processing of the personal data is described in the Privacy Policy.
10.3 The access to the KYC Procedure service enables the Users to undergo the KYC Procedure, which is necessary to use the Web3 Services. The KYC Procedure is provided by the Third-Party provider, i.e. SumSub (Sum and Substance Ltd).
10.4 The Company does not hold any control over the functioning of the KYC Procedure and cannot be considered as a provider of such a solution. The provision of the Chapter 17 shall apply accordingly.
10.5 The KYC Procedure service is free of charge.
[General provisions of KYC Procedure]
10.6 The Company strictly prohibits and rejects the use of the Web3 Services:
a) by the Users located in the Prohibited Jurisdictions. For the avoidance of doubt, this restriction on the Web3 Services from the Prohibited Jurisdictions applies equally to residents and/or citizens of other nations while located in the Prohibited Jurisdiction. Any attempt to circumvent the restrictions by any person located in the Prohibited Jurisdiction, including providing false information regarding the User's location, will be considered a breach of these Terms. The User must ensure that their location is not a Prohibited Jurisdiction before using the Web3 Services;
b) in order to perform any form of illicit activity, including money laundering, terrorist financing or violations of trade sanctions. The Web3 Services are not intended for use by individuals or entities on any PEP lists or subject to any United States, European Union, or other global sanctions or watch lists. Any attempt to use the Web3 Services for such purposes shall be considered a violation of these Terms. THE USER REPRESENTS THAT HE/SHE/IT IS NOT ON ANY SUCH LISTS.
10.7 The User warrants that the Virtual Assets on their Wallet(s) connected to the Platform come from legitimate sources and do not originate from illegal activities. The User agrees the Company may require the User to provide or otherwise collect the necessary information and materials as required per Applicable law or government orders to verify the legality of the source and use of the User's Virtual Assets and/or funds.
10.8 The User acknowledges that the Company shall always cooperate with law enforcement authorities worldwide, without limitation, in connection with any criminal investigation. The Company has right to terminate any agreement with immediate effect if the User fails to comply with the terms of this Chapter.
[Risks associated with cryptography]
10.9 The Company explicitly disclaims any ownership or control over the Virtual Assets held by the Users on their Wallet. The User acknowledges and understands that the Virtual Assets, being beyond the control of the Company, are inherently exposed to various risks and uncertainties.
10.10 The User accepts and acknowledges each of the following risks:
a) the prices of crypto-assets are extremely volatile. Fluctuations in the price of all kinds of crypto-assets could materially and adversely affect the value of the Virtual Assets, which may also be subject to significant price volatility;
b) the Virtual Assets are digital assets that exist only by virtue of the ownership record maintained in the certain blockchain. All smart contracts are conducted and occur on the decentralized ledger. The Company has no control over, and make no guarantees, warranties or promises with in relation to smart contracts;
c) the Company will not be liable to the User for any losses the User incurs as a result of the User's use of the blockchain technology. This includes, but is not limited to, losses, damages or claims arising from (i) the User error (e.g. forgotten access information (such as private keys, seeds or mnemonics or incorrectly construed smart contracts or other transactions); (ii) server failure or data loss; (iii) corrupted wallet files; (iv) unauthorized access or activities by the third-parties, including but not limited to the use of viruses, phishing, or other means of attack against the Platform or any other tool connected to the Platform. The Company is also not responsible for losses due to blockchains, or any other tool connected to the Platform, including but not limited to late report (or no report) by developers or representatives of any issues with the blockchain, including forks, technical node issues or any other issues having fund losses as a result;
d) there are inherent security risks in providing information and dealing online over the Internet. The Company implements appropriate technological and organizational safeguards to reduce the risk of any security breaches which could result in the accidental or unlawful destruction, loss, alteration, disclosure or access to the User's information. The Company also releases periodic updates to reduce the risk of security incidents;
e) there are risks associated with using Internet-based assets, including, but not limited to, the risk of hardware, software and Internet connections, the risk of malicious software introduction, and the risk that the third-parties may obtain unauthorized access to information stored on the Wallet(s). The User accepts and agrees that the Company shall not be responsible for any communication failures, disruptions, errors, distortions or delays the User may experience when using blockchains, however caused;
f) a lack of use or public interest in the creation and development of distributed ecosystems could negatively impact the development of the Company ecosystem, and therefore the potential utility or value of Virtual Assets available on the Platform;
g) the Platform, the blockchains and the Virtual Assets could be impacted by one or more regulatory inquiries or regulatory action, which could impede or limit the ability of the Company continue to develop the Platform, or which could impede or limit the User's ability to access or use the Platform or the blockchains, including access to the Virtual Assets, and new regulations or policies may materially adversely affect the development of the Company ecosystem, and therefore the potential utility of the Virtual Assets;
h) the User acknowledges that cryptography is a progressing field. Advances in code cracking or technical advances such as the development of quantum computers may present risks to cryptocurrencies, digital assets and the Platform, which could result in the theft or loss of the Virtual Assets. To the extent possible, it is intended to update the protocol underlying the Platform to account for any advances in cryptography and to incorporate additional security measures but does not guarantee or otherwise represent full security of the system. By using the Platform, the User accepts these inherent risks;
i) the User is aware of and accept the risk of operational challenges. The Platform may experience sophisticated cyber-attacks, unexpected surges in activity or other operational or technical difficulties that may cause interruptions to or delays on the Platform. The User agrees to accept the risk of the Platform failure resulting from unanticipated or heightened technical difficulties. The Company does not guarantee that the Platform is or will remain updated, complete, correct or secure, or that access to the Platform will be uninterrupted. The Platform may include inaccuracies, errors and materials that violate or conflict with these Terms. Additionally, the third-parties may make unauthorized alterations to the Platform or the software underlying the Platform. Accordingly, the User should verify all information on the Platform before relying on it, and all decisions based on information contained on the Platform are the User's sole responsibility and we will have no liability for such decisions.
11. SAFT CONCLUSION
[General overview]
11.1 The SAFT Conclusion service allows filling in the Purchase Term Sheet, familiarizing with the Token Purchase Terms and conclusion of the SAFT. The User can decide on: (i) the Purchase Amount the User intends to pay under the SAFT, or (ii) the number of the Purchased Tokens the User intends to purchase under the SAFT.
[General provisions of concluding the SAFT on the Platform]
11.2 The User may conclude the SAFT with the Company on the Platform. Once the User concludes the SAFT he/she is bound by the SAFT (for the purposes of that SAFT such User is called "Purchaser" in accordance with the Purchase Token Terms).
11.3 The SAFT Conclusion process is initiated if the Purchaser enters the Platform and navigates to the tab "SAFT Form".
11.4 Before entering into the SAFT the User has to pass the KYC verification in compliance with applicable AML/CFT legislation with a positive result and connect his/her Wallet to the Platform. This interaction is available also from the level of the User Account. In this case the data provided by the User when creating the Account will be automatically copied to the Purchase Term Sheet.
11.5 Once the User is positively verified under the KYC Procedure and has connected the Wallet(s), a pop-up window appears enabling to enter i.a. the Purchase Amount or the number of Purchased Tokens and other obligatory data of the User ("Purchase Term Sheet"). If the User created the Account the data provided by the User when creating the Account will be automatically copied to the Purchase Term Sheet.
11.6 A content displayed in the filled-in Purchase Term Sheet includes in particular:
a) the Purchase Amount or the number of the Purchased Tokens (set by the Purchaser) and the wallet address of the Purchaser to which the $VTN Tokens shall be transferred under the Claim Service;
b) specific commercial terms of the SAFT (set by the Company): Vesting Schedule, The cliff period is 2 months and the Vesting period is 12 months from the TGE (Token Generation Event). The Vesting period starts once the cliff has ended. Transaction Fee: The transaction fee or GAS fee is paid by the client. Wallet Address of the Company: 0x5cE589976d983a93781671F3ca48351559F9c3F4
c) checkbox to collect User's declaration of intent as regards entering into the SAFT subject to the specific terms of the Purchase Term Sheet and the Token Purchase Terms.
11.7 Checking the checkbox agreeing to the SAFT and clicking on the "Accept" button means that the User sends an offer to the Company to conclude the agreement under the conditions set out in the Purchase Term Sheet and the Token Purchase Terms (collectively the SAFT). Please review the Token Purchase Terms provided here: https://presale.vtncommunity.xyz/token-purchase-terms before clicking the "Accept" button.
11.8 BEFORE CLICKING ON THE "ACCEPT" BUTTON THE USER IS OBLIGATED TO ACKNOWLEDGE THAT HE/SHE HAS BEEN EXPRESSLY INFORMED AND ACCEPTS THAT HE/SHE DOES NOT HAVE THE RIGHT TO WITHDRAW FROM THE CONTRACT AND CONFIRMS THIS BY CLICKING ON THE APPROPRIATE CHECKBOX.
11.9 The SAFT shall be perceived as concluded between the User and the Company upon the Company's declaration of acceptance of the offer to enter into the SAFT, made in documentary form by sending an e-mail to the User confirming the conclusion of the SAFT. The place of conclusion of the SAFT shall be the place of the Company's registered office.
11.10 The Company undertakes to submit the User with the confirmation of the conclusion of the SAFT together with a copy of such in a durable medium, i.e. via e-mail upon conclusion of the SAFT – the Token Purchase Terms and the Purchase Term Sheet.
[SAFT Uploaded]
11.11 The SAFT Conclusion service is a function of the Platform that enables the Users who concluded the SAFT with the Company outside the Platform to upload the SAFT on the Platform which would allow them to advantage from the Claim Service.
11.12 This process is initiated if the Purchaser enters the Platform and navigates to the tab "Upload your SAFT".
[Fees]
11.13 The Parties agree that the Purchaser shall pay the costs of concluding the SAFT in the form of: (i) Gas Fee which may be charged and paid to network validators for each blockchain transaction and (ii) Transaction Fee (together as the "Fees"). The Purchaser hereby acknowledges that under no circumstances any transaction that occur on the Platform (i.e. payment of the Purchase Amount) becomes invalid, revocable, retractable, or unenforceable on the basis that the given Fee for given transaction was unknown, too high, or otherwise unacceptable.
11.14 The Company is not responsible for the amount of the Gas Fees as they remain out of the Company control. Due to the limitations and features of the blockchain technology, the Gas Fee amount may vary slightly from those indicated in the pre-transaction summary which remains beyond control of the Company (the Company shall not be responsible for such variations of the Gas Fee).
12.CLAIM
12.1
12.2
13.WITHDRAWAL RIGHT
13.1
13.2
14.USER'S CODE OF CONDUCT
14.1
14.2
15.INTELLECTUAL PROPERTY RIGHTS
15.1
15.2
16.DATA PRIVACY
16.1
17.THIRD-PARTY SERVICES
17.1
17.2
17.3
18.THE COMPANY'S LIABILITY
18.1
18.2
19. DISPUTES AND ONLINE DISPUTE RESOLUTION
19.1 This Chapter 19 shall apply to the maximum extent permitted by the Applicable law.
19.2 If a dispute, claim or any matter arises in connection with these Terms, the User may contact the Company in the first instance in accordance with the Chapter 3 above. The Company is obliged to make every effort to resolve the dispute amicably. However, this is not an obligation of the User.
19.3 Any dispute, controversy, claim or matter arising out of or connected with these Terms shall be referred to arbitration in BVI in terms of BVI Arbitration Act under the applicable arbitration rules of the BVI International Arbitration Centre. The number of arbitrators shall be one. The language of the proceedings shall be English. The arbitration award shall be final and binding upon the Parties and not subject to appeal.
19.4 The Parties agree to the non-exclusive jurisdiction of the BVI Courts in respect of any dispute, controversy, claim or other matter not settled through arbitration in terms of the Clause 19.3.
[Provisions regarding the Consumers in the European Union]
19.5 If the User is a Consumer within the European Union, this sub-chapter will be applicable.
19.6 The Company wants to make it clear to the Users that it does not utilize any alternative dispute resolution providers or out-of-court redress mechanisms, except when it is required by the Applicable law.
19.7 The Users should be aware that the European Commission has established a specific platform for online dispute resolution related to online sales or services agreements involving EU Consumers and businesses established in the EU. This platform is available at http://ec.europa.eu/consumers/odr. Although the Company is not legally obliged to utilize the Online Dispute Resolution ("ODR") platform, it may consider this option on a case-by-case basis.
19.8 If the User has a dispute, claim, or any other matter with the Company, he/she may reach out to a municipal or district Consumer ombudsman or Consumer organizations, such as the European Consumer Centre Network, for assistance and advice.
20. COMPLAINT PROCEDURE
20.1 The User, who is the Consumer, may file a complaint regarding any defects or interruptions in the functioning of the Platform or the Services by submitting the complaint. The complaint shall include:
a) the User's Wallet ID (if applicable);
b) type and date of the event giving rise to the complaint;
c) a detailed description of the event giving rise to the complaint;
d) demands of the User making the complaint.
20.2 To submit a complain, the User can contact the Company using one of the following communication channels:
a) e-mail: [email protected],
b) Telegram: https://t.me/vottuncommunity/1 – to use this channel, the User shall have an active Telegram account;
c) Discord: https://discord.gg/UMQNfZrm – to use this channel, the User shall have an active Discord Account
20.3 The Company shall endeavour to respond to the complaint within 14 days of its receipt. The Company provides the User with response to the complaint on a paper or an electronic document sent via the Platform's interface to the Account assigned to the User or to the e-mail address provided by the User.
21. TERMINATION OF THE TERMS
21.1 The Company may terminate the contract with the User by suspending his/her profile only in the event of a material breach of these Terms by the User, in particular:
a) the User violates the code of conduct described in the Chapter 14;
b) the User violates the law or infringes the rights of the Third-Parties in connection with the use of the Services, in particular intellectual property rights;
c) the User conducts activities detrimental or harmful to the Company or other Third-Parties which services or content are provided within the Platform, in particular activities that violate or threaten the security of the ICT Systems;
d) the User uses the Services in a manner contrary to their objectives, purposes or scope as set out in these Terms.
21.2 Termination may only take place on condition that the User is first requested to remedy the infringement or consequences of the infringement within an additional appropriate period of 3 calendar days (unless the infringement excludes the possibility of remedying the consequences of the infringement), after the expiry of this period to no avail. The notice to remedy the infringement or the consequences of the infringement may be served to the User by means of an e-mail sent to the User's address or other means of communication if indicated by the User in his/her Account.
22. CHANGES TO THIS TERMS
22.1 The Company is entitled to unilaterally change provisions of these Terms only if a reasonable need for such changes arises, such as:
a) changes in legislation or other the Applicable laws in BVI that may affect the provisions of these Terms;
b) issuance of decisions, recommendations, obligations or acts of similar nature, by public administration authorities, to the extent to which such administrative acts modify the provisions of Terms or impose an obligation on the Company to modify these provisions;
c) the introduction of new functionalities of the Platform or the Services or a modification of the current scope of the Platform or the Services by the Company – in this case the amendment of the Terms will be limited to the extent concerning such new functionalities;
d) the introduction of new ICT Systems or modification of existing ICT Systems by the Company, in which case the amendments to the Terms will be limited to the extent that is necessary and directly related to the introduction or modification of such ICT Systems;
e) emergence of judicial or administrative case-law which indicates that contractual provisions similar to those applied by the Company may be contrary to the law.
22.2 The Company shall inform the User of the planned amendment to Terms by publication on the Platform or via email at least of the following:
a) the content of the envisaged amendment to these Terms;
b) the effective date of amendment not less than 14 days;
c) the consolidated text of these Terms as amended.
22.3 Any amendment of these Terms shall not affect any contractual rights acquired by the User prior to the amendment.
22.4 An amendment to the Terms, which affects the rights and obligations of the User who is the Consumer and who currently is bound by the SAFT with the Company, shall only apply to new SAFTs (i.e. it does not affect the provisions of the currently binding SAFTs) unless the User and the Company agree otherwise in writing.
23.APPLICABLE LAW
23.1
23.2
24.APPLICABLE LAW
24.1
24.2
24.3
24.4
