Terms & Conditions

LAST UPDATED: 25 January 2019 

PLEASE READ THESE TERMS AND CONDITIONS (“T&Cs”) CAREFULLY.  BY MAKING A CONTRIBUTION TO VTRADEEXCHANGE OÜ DURING THE TOKEN SALE, YOU WILL BE ACCEPTING THESE T&Cs AND ENTERING INTO A BINDING AGREEMENT WITH US.  YOU WILL THEREFORE BE BOUND BY THESE T&Cs AND ALL TERMS INCORPORATED HEREIN BY REFERENCE.  IN PARTICULAR, YOU AGREE TO UNDERGO OUR “KNOW YOUR CUSTOMER” PROCEDURES.

FAILURE TO COMPLY WITH THESE T&Cs MAY RESTRICT, DELAY OR PREVENT YOU FROM MAKING A CONTRIBUTION OR RECEIVING VTRD.

THESE T&Cs CONTAIN PROVISIONS WHICH AFFECT YOUR LEGAL RIGHTS.  IF YOU DO NOT AGREE TO THESE T&Cs, DO NOT MAKE A CONTRIBUTION OR PARTICIPATE IN THE TOKEN SALE AND CEASE USE OF THE WEBSITE.

IN CASE OF DOUBT, PLEASE CONSULT INDEPENDENT LEGAL, FINANCIAL, TAX OR OTHER PROFESSIONAL ADVICE.

If you have any questions in relation to these T&Cs, please contact us at [email protected]

PARTIES TO THESE T&Cs

VTradeExchange OÜ is a private limited company incorporated and registered in Estonia with company number 14618362, whose registered office is at Harju maakond, Tallinn, Lasnamäe linnaosa, Punane tn 56, 13619, Estonia and which intends to be the creator of its own proprietary token known as VTRD.  There may be other entities within VTradeExchange OÜ’s group of companies from time to time that will develop, manage and/or operate the Services (or parts thereof).  VTradeExchange OÜ, including these entities, will be referred to in these T&Cs as “VTRADE”, “Company”, “we”, “our” or “us”.

References in these T&Cs to “Contributor”, “your” or “you” are references to the legal entity (whether it be an individual or a corporation) which agrees to contribute and accepts these T&Cs.

You and VTRADE will together be referred to as the “Parties” and references to a “Party” will be any them as the context requires.

YOU AND VTRADE HEREBY AGREE AS FOLLOWS:

  1. Interpretation

In these T&Cs, words and expressions will have the meaning set out in paragraph 1 of Annex A.  These T&Cs will follow the rules of interpretation set out in paragraph 2 of Annex A.

  1. Introduction
    • VTRADE is in the process of developing the Services.
    • We intend to conduct a Token Sale, consisting of two phases, referred to in these T&Cs as “Pre-ICO” and “ICO”.
    • We are proposing to develop tokens by the name of VTRD.
    • We have prepared the Project Documentation in conjunction with our financial and legal advisors to describe some matters relating to the Services and VTRD, which is of a descriptive nature only and is therefore not binding and does not form a part of these T&Cs.
    • The Project Documentation can be found at the following URL links:
  • our Website at https://vtrade.io; and
  • a copy of our whitepaper can be found at https://vtrade.io/VTRADE_Whitepaper_v1.5.pdf.
    • You are interested in participating in the Token Sale as set out in and on the terms of these T&Cs.


  1. Scope of these T&Cs
    • Except as otherwise stated, these T&Cs (including any terms incorporated herein by reference) govern only contributions made during the Token Sale.
    • The potential future use of VTRD in connection with the provision or receipt of the Services will be subject to and governed by such other applicable terms, conditions and policies relating to the use of the Services. These terms, conditions and policies will be made available to users of the Services, if and when the Services are successfully developed and released to the public.


  1. Minimum Contribution

The minimum contribution required to participate in the Token Sale is set at:

  • Pre-ICO – USD5,000; and
  • ICO – USD1,000.


  1. Maximum Contribution
    • The maximum contribution that may be made by each Contributor during the pre-ICO is USD100,000.
    • For the avoidance of doubt, there is no restriction on the maximum contribution that may be made by Contributors during the ICO.


  1. Contribution Period
    • Contributions during the Token Sale may only be made between 18 February 2019 and 31 March 2019, in accordance with the following tentative timeline:
      • Pre-ICO – between 18 March 2019 and 19 April 2019; and
      • ICO – between 22 April 2019 and 24 May 2019.
    • We reserve the right to change the above timeline at our sole and absolute discretion.


  1. Price of VTRD
    • The price of VTRD is USD0.05 per VTRD (“Price”).
    • Where the Contribution is made in ETH or BTC, the number of VTRD will be calculated by reference to the value that the ETH or BTC has against USD according to CoinMarketCap (https://coinmarketcap.com/) at 8:00 am (GMT) on the date the Contribution Amount is received by us (“Conversion”).


  1. Bonus
    • VTRADE will offer Contributors with bonus VTRD in accordance with the following:
      • Pre-ICO – 10%; and
      • ICO – 5%.


  1. Methods and Terms of Contribution
    • VTRADE has deployed a crowd-contribution smart-contract (“Smart Contract System”) on the Ethereum blockchain for the purpose of creating and issuing VTRD.
    • Our employees will have no access to any Contribution received from you or VTRD to be distributed to you. The process of receiving Contribution and distributing VTRD will be an automatic process on the Smart Contract System.  As such, our employees will not have access to your Wallet.
    • In order to contribute, you must contribute to us:
      • by transferring the Contribution Amount to the Company’s Wallet Address; and
      • in one of the manners set out in Annex C.
    • You will bear any losses, transaction fees or other expenses, including without limitation any third party fees, which may be suffered by you as a result of the Conversion and will not hold the Company Parties liable for any errors in the data published by any exchange.
    • On receipt of the Contribution, we will immediately become the sole and exclusive owner of the Contribution and may apply it towards the Purpose. The application of the Contribution will be determined by us in our sole and absolute discretion and we will be under no obligation to inform you or verify to you regarding how the Contribution is used.
    • The Contribution will be non-refundable to the extent not explicitly provided otherwise in these T&Cs.


  1. Delivery of VTRD
    • In consideration for the timely transfer and receipt of the Contribution in accordance with Clause 9, we will allocate a number of VTRD to you in accordance with the Price and Conversion rates (“Allocated Amount”).
    • In order to receive VTRD, you must provide us with the address of a Compatible Ethereum Wallet at the time of your Contribution.
    • Notwithstanding the rest of this Clause 10, we have the sole and absolute discretion to prescribe additional conditions relating to the specific Wallet requirements at any time.
    • Subject to the conditions set out in Annex F, delivery of VTRD will be made to you by sending the Allocated Amount to the address of the Compatible Ethereum Wallet notified by you to us. We will exercise reasonable endeavours to procure that delivery of VTRD will be made on the Issuance Date (subject to ordinary Ethereum blockchain waiting periods, which should not exceed 72 hours and subject to the risks outlined in Annex D).


  1. Right to Request Information
    • At any time before the Issuance Date, we may, in our sole and absolute discretion:
      • request you to provide certain information and documentation for the purpose of complying with any “know your customer” or similar obligations to which we may be subject; or
      • determine that it is necessary to obtain certain other information about you in order to comply with any applicable law and regulation in connection with the creation and issuance of VTRD to you.
    • You should, within a reasonable period of time from our request, supply such information and documentation as may be reasonably requested by us pursuant to the above Clause.
    • We will use the supplied information and documentation to:
      • carry out, to our satisfaction, all necessary “know your customer” and other similar checks which we may be obliged to perform; and
      • ensure, to our satisfaction, that we have complied with all applicable laws and regulations in connection with the creation and issuance of VTRD to you.
  1. Right to Refuse
    • We may refuse or reject the Contribution or consider the Contribution invalid at any time in our sole and absolute discretion.
    • Without limiting the generality of the first point in this Clause 12, we may refuse or reject the Contribution or consider the Contribution invalid until:
      • you have provided all information and documentation that we may request under Clause 11; and
      • we have determined that it is permissible to create and issue VTRD to you under any applicable law.
    • Without limiting the generality of the first point in this Clause 12, we may refuse or reject the Contribution or consider the Contribution invalid if you are identified as a citizen or permanent resident of:
      • an Excluded Country;
      • unrecognized or partly recognized territories; or
      • unrecognized or partly recognized states.
    • Without limiting the generality of the first point in this Clause 12, we may refuse or reject the Contribution if the acceptance of which would cause us to go over our Hard Cap.
    • We reserve the right to modify the Hard Cap at our sole and absolute discretion.


  1. Refund
    • To the extent that we refuse or reject the Contribution or considers the Contribution invalid under Clause 12, we will, within a reasonable period of time, exercise reasonable endeavours to procure that:
      • the Contribution Amount is returned to the wallet address from which the Contribution was made; and
      • the same amount of cryptocurrency that was contributed is returned to you (less any applicable mining fees and other administrative expenses incurred by us in returning the Contribution Amount to you).
    • Without prejudice to the above Clause, if we:
      • permanently abort the Token Sale; or
      • are unable to meet our Soft Cap during the Token Sale we will, within a reasonable period of time, exercise reasonable endeavours to procure that the Contribution Amount is refunded in accordance with the first point of this Clause 13.
  • Notwithstanding the first point of this Clause 13, we do not warrant, represent or offer any assurances that we will be able to successfully recover or return any such Contribution Amount.
  • Subject to the first and second points of this Clause 13 and except to the extent required by any applicable law, the Contribution received by us is final and you will not be entitled to claim any refund or reimbursement of the Contribution from us.


  1. Suspension of Token Sale
    • We may either temporarily suspend or permanently abort the Token Sale for security reasons. Any suspension or abort of the Token Sale will be deemed to commence from the moment that we publish a notice to that effect on the Website.
    • During any period of suspension or in the event that the Token Sale is aborted, we will not be able to receive and accept the Contribution. You must not attempt to transfer any Contribution to us during such period.  If you transfer any Contribution to us during such period, you risk losing the Contribution Amount.


  1. Token Functionality
    • Ownership of VTRD carries no rights, whether express or implied, other than a limited potential future right or expectation to receive the Services, if and to the extent the Services are successfully developed and deployed. Any potential future right or expectation relating to the provision and receipt of the Services will be subject to any restrictions and limitations set out in the terms and conditions relating to the Services.
    • In particular, you acknowledge and accept that VTRD do not represent or constitute:
      • any ownership right or stake, share, equity, security, commodity, bond, debt instrument or any other financial instrument or investment carrying equivalent rights;
      • any right to receive future revenues, dividend, interest, profits, shares, equities, securities or any other form of participation or governance right in or relating to VTRD, the Company Parties or the Services;
      • any interest in any intellectual property forming part of the Services or the assets of the Company Parties;
      • any form of money or legal tender in any jurisdiction nor do they constitute any representation of money (including electronic money); or
      • the provision of any goods or services as at the date of your Contribution or as at the Issuance Date.
    • You acknowledge and agree that VTRD do not have any performance or particular value, other than in relation to provision and receipt of the Services.
    • You also acknowledge and accept that protections offered by any applicable law in relation to the acquisition, storage, sale or transfer of the instruments or investments referred to in the second point of this Clause 15 does not apply to the Contribution made to us for the acquisition, storage, sale or transfer of VTRD.
    • We make no warranties or representations and offer no guarantees (in each case whether express or implied) that VTRD will confer any actual or exercisable rights of use, functionality, features, purpose or attributes in connection with the Services.
    • You expressly acknowledge that VTRD should not be considered investments of any type, including but not limited to, any form of currency or security, and you should not expect profits of any type from acquiring VTRD nor acquire VTRD for any type of speculation or investment purposes.


  1. Risks

You expressly acknowledge, accept and assume the risks described in Annex D.

  1. Representations and Warranties

You represent and warrant the matters set out in Annex E.

  1. Covenants

You covenant with us that:

  • you will not use VTRD to finance, engage in, or otherwise support any unlawful activities;
  • you will comply with any applicable tax obligations in your jurisdiction arising from the acquisition, storage, sale or transfer of VTRD; and
  • you will not assign any right to receive VTRD to any other person.


  1. Audit of the Smart Contract System
    • We will exercise reasonable endeavours to procure that the Smart Contract System is audited and approved by technical experts with regard to both accuracy and security of the underlying code.
    • Notwithstanding the above Clause, smart contract technology is still in an early stage of development and its application is currently of an experimental nature, which carries significant operational, technological, financial, regulatory and reputational risks. Accordingly, while any audit conducted will raise the level of security and accuracy of the Smart Contract System, you acknowledge, understand and accept that the audit does not amount to any form of warranty, representation or assurance (in each case whether express or implied) that the Smart Contract System or VTRD are fit for a particular purpose or that they are free from any defects, weaknesses, vulnerabilities, viruses or bugs which could cause, inter alia, the complete loss of the Contribution or VTRD.


  1. Security
    • You must implement all reasonable and appropriate measures for securing the wallet, vault or other storage mechanism you use to send the Contribution to us and to receive and store VTRD that are issued to you by the Smart Contract System, including any requisite private key(s) or other credentials necessary to access such storage mechanism(s). We will not be responsible for any security measures relating to your receipt, possession, storage, transfer or potential future use of VTRD nor will we be under any obligation to recover or return any VTRD.
    • We hereby exclude, to the fullest extent permitted under any applicable law, any and all liability for any security breaches or other acts or omissions which result in your loss of, including but not limited to your loss of access to, VTRD issued to you.


  1. Taxation
    • You are solely responsible for determining whether the Contribution for the development of the Services, the creation, ownership, use, sale, transfer or liquidation of VTRD, the potential appreciation or depreciation in the value of VTRD over time (if any), the allocation of VTRD or any other action or transaction contemplated by these T&Cs or related to the Services will give rise to any tax implications, including interest and penalties, on your part.
    • You are also solely responsible for withholding, collecting, reporting, paying, settling or remitting any and all taxes to the appropriate tax authorities in such jurisdiction(s) in which you may be liable to pay tax.
    • You agree not to hold the Company Parties liable for any tax liability associated with or arising from the creation, ownership, use or liquidation of VTRD or any other action or transaction related to the Services or the Token Sale.


  1. Intellectual Property
    • Except as expressly set out in these T&Cs, you are not entitled, for any purpose, to any of our IP Rights. We will at all times retain ownership, including all rights, title and interests in and to our IP Rights.
    • Without limiting the generality of the above Clause, we retain all IP Rights over the source code and other technical information relating to VTRD and the Services.
    • You will not:
      • acquire or otherwise be entitled to any of our IP Rights;
      • make a claim in respect of any our IP Rights or any other equivalent rights; or
      • use, attempt to use, copy, imitate or modify (whether in whole or in part) any of our IP Rights, except with our prior written consent.


  1. Indemnity
    • Subject to the remaining provisions of this Clause 23 and to the fullest extent permitted by any applicable law, you will indemnify, defend and hold harmless the Company Parties from and against any and all claims, demands, actions, damages, losses, costs and expenses (including reasonable professional and legal fees) that arise from or relate to:
      • your acquisition or use of VTRD;
      • the performance or non-performance of your responsibilities or obligations under these T&Cs;
      • your breach of any provisions in these T&Cs; or
      • your breach of any rights (including, but not limited to, IP Rights) of any other person or entity.
    • We reserve the right to exercise sole control over the defense, at your sole cost and expense, of any claim subject to an indemnity set out in the first point of this Clause 23.
    • The indemnity set out in the first point of this Clause 23 is in addition to, and not in lieu of, any other remedies that may be available to us under applicable law.


  1. Limitation of Liability
    • Except in the event of any damage caused by our willful default or gross negligence, in no circumstances will the Company Parties be liable to you (whether in contract, tort, breach of statutory duty, restitution or otherwise) for any Losses, regardless of the cause of action, whether we were advised of the possibility of such Losses arising or whether such Losses were foreseeable.
    • For the avoidance of doubt, nothing in this Clause 24 shall exclude or limit liability for any Losses in respect of which it would be unlawful to exclude or limit liability.
    • Without prejudice to the foregoing provisions of this Clause 24, our maximum aggregate liability to you under or in connection with these T&Cs shall not exceed the Contribution Amount.


  1. Disclaimers
    • To the fullest extent permitted by applicable law and except as otherwise specified in writing by us:
      • VTRD are sold on an “as is” and “as available” basis, without any warranties or representations of any kind, and we expressly disclaim all warranties and representations relating to VTRD (whether express or implied), including, without limitation, any implied warranties of merchantability, fitness for a particular purpose, title and non-infringement;
      • we do not represent or warrant that VTRD are reliable, current or defect-free, meet your requirements, or that any defects will be corrected; and
      • we do not represent or warrant that VTRD or the delivery mechanism for VTRD are free of viruses or other harmful components.
    • Neither these T&Cs nor the Project Documentation:
      • constitute a prospectus or offering document, and are not an offer to sell, nor the solicitation of an offer to buy any investment or financial instrument in any jurisdiction; and
      • are intended to provide any information or recommendation which forms the basis of any investment decision made by you.
    • We expressly disclaim all responsibility for any Losses arising in connection with:
      • any reliance on the information set out in these T&Cs or the Project Documentation;
      • any error or omission in any information in these T&Cs or the Project Documentation; or
      • any action you or any other person might take (or refrain from taking) resulting from the information set out in these T&Cs or the Project Documentation.
  1. Privacy Policy

You can find a copy of our privacy policy at [https://vtrade.io/privacy.html].

  1. Force Majeure

The Company Parties will not be liable or responsible to you, or be deemed to have breached these T&Cs, for any failure or delay in fulfilling or performing its obligations under these T&Cs, if and to the extent such failure or delay is caused by, results from or is otherwise connected to acts beyond its reasonable control, including, without limitation:

  • acts of God;
  • flood, fire, earthquake or explosion;
  • war, invasion, hostilities (whether war is declared or not), terrorist, hacking or cyber threats, attacks or acts, or other civil unrest;
  • any laws, statutes, ordinances, rules, regulations, judgments, injunctions, orders and decrees; or
  • action by any nation or government, state or other political subdivision thereof, any entity exercising legislative, regulatory, judicial or administrative functions of or pertaining to government, including, without limitation, any government authority, agency, department, board, commission or council.
  1. Modification of these T&Cs
    • We reserve the right to modify or replace these T&Cs at any time and at our sole discretion. If a revision is material, we may provide notice of such revision, such as by sending you an email, providing notice through the Services, or updating the “Last Updated” date at the top of these Terms.  What constitutes a material change will be determined at our sole discretion.  The decision of the form of notification will be at our sole discretion.  Using a particular form of notice in some instances does not obligate us to use the same form in other instances.  Any changes will apply at that instant to all then current and subsequent access to the Website.  You agree to waive any right you may have to receive specific notice of such changes or modifications.
    • By continuing to participate in the Token Sale after any revisions become effective, you agree to be bound by those revised terms. If you do not agree to the new terms, you must stop accessing the Website and must not continue to participate in the Token Sale.  We encourage you to frequently review these T&Cs to ensure you understand the terms and conditions that apply to you.


  1. Miscellaneous
    • Any Party who is required or compelled by law to make any deduction or withholding from any amount payable under these T&Cs must, to the extent permitted by law, pay to the payee an additional amount sufficient to ensure that the amount received by the payee equals the full amount that would have been received by the payee, if that deduction or withholding had not been required or compelled.
    • Each Party must do everything necessary to give full effect to these T&Cs and the transactions contemplated by them.
    • These T&Cs are personal to the Parties and neither Party shall assign, transfer, mortgage, charge, subcontract, declare a trust over or deal in any other manner with any of its rights and obligations under these T&Cs without the prior written agreement of the other Party.
    • No person other than the Parties, provided that the Company Parties shall have all the rights to and benefits of the protection of your indemnity contained in Clause 23, will have any rights under these T&Cs nor will it be enforceable by any person other than the Parties, irrespective of any statute, law or regulation purporting to grant such rights to enforce any term of these T&Cs. The rights of the Parties to terminate, rescind or agree any variation, waiver or settlement under these T&Cs are not subject to the consent of any person that is not part of these T&Cs.
    • A failure or delay by a Party to exercise any right or remedy provided under these T&Cs or by law will not constitute a waiver of that or any other right or remedy, nor will it prevent or restrict any further exercise of that or any other right or remedy, unless such waiver is given in writing pursuant to the following Clause.
    • Any release, delay or waiver by any Party in favor of the other Party of any (or any part of any of) its rights under these T&Cs will only be binding if it is given in writing. Any binding release, delay or waiver will:
      • be confined to the specific circumstances in which it is given; and
      • not affect any other enforcement of the same right or the enforcement of any other right by or against any of the Parties.
    • In the event that any provision of these T&Cs is void or unenforceable by reason of any provision of applicable law, such provision will be deemed to be modified to the extent necessary to render it legal, valid and enforceable. If no such modification is possible, it will be deleted and the remaining provisions of these T&Cs will continue in full force and effect and if necessary, be so amended as is necessary to give effect to the spirit of these T&Cs so far as possible.
    • Nothing contained in these T&Cs shall be deemed to constitute either Party a partner, joint venture or employee of the other Party for any purpose. We are not subject to any fiduciary obligations to you.
    • These T&Cs and any claim, dispute or difference concerning and any matter arising from these T&Cs will be governed by and construed in accordance with the laws the Republic of Estonia.
    • The Parties irrevocably agree that the county court оf Estonia shall have exclusive jurisdiction to settle any dispute or claim that arises out of or in connection with this Agreement or their subject matter or formation (including non-contractual disputes and claims).


·Annex A 
 Interpretation

In these T&Cs, the following words and expressions shall have the following meanings unless the context otherwise requires:


Allocated Amount

has the meaning given to it in Clause 10;

Company Parties

means the Company and the Company’s employees, officers, directors, contractors, consultants, shareholders, suppliers, vendors, service providers, parent companies, subsidiaries, affiliates, agents, representatives, predecessors, successors, joint ventures, advisors and assigns;

Company’s Bitcoin Wallet Address

has the meaning given to it in Annex B;

Company’s Ethereum Wallet Address

has the meaning given to it in Annex B;

Company’s Wallet Address

means the Company’s Ethereum Wallet Address or the Company’s Bitcoin Wallet Address;

Compatible Ethereum Wallet

means an Ethereum wallet that supports the ECR20 standard and which possesses technical infrastructure that is compatible with the receipt, storage and transfer of VTRD;

Contribution

means the contribution by you to the Company;

Contribution Amount

means the value of the Contribution;

Contribution Date

means the date on which you make the Contribution;

Conversion

has the meaning given to it in Clause 7;

Excluded Country

means:

(i)  Bahamas;

(ii)  Belarus;

(iii  Botswana;

(iv)  Central African Republic;

(v)  Cuba;

(vi)  Democratic Republic of Congo;

(vii)  Eritrea;

(viii)  Ethiopia;

(ix)  Ghana;

(x)  Iran;

(xi)  Iraq;

(xii)  Lebanon;

(xiii)  Libya;

(xiv)  Malaysia;

(xv)  New Zealand;

(xvi)  North Korea;

 (xvii)  Pakistan;

(xviii)  People’s Republic of China;

(xix)  Serbia;

(xx)  Singapore;

(xxi)  Somalia;

(xxii)  South Korea;

(xxiii)  Sri Lanka;

(xxiiv)  Sudan;

(xxv)  Syria;

(xxvi)  Taiwan;

(xxvii)  Trinidad and Tobago;

(xxviii)  Tunisia;

(xxix)  United States of America;

(xxx)  Venezuela;

(xxxi)  Yemen;

(xxxii)  Zimbabwe;

(xxxiii)  any country or jurisdictions in which the offer of cryptocurrency tokens analogous to the offer of tokens contemplated in these T&Cs is prohibited at law; or

(xxxiiv)  any country or territory that has been designated by the Financial Action Task Force as a “non-cooperative country or territory”;

Hard Cap

means USD13,750,000;

ICO

has the meaning given to it in Clause 2;

IP Rights

means:

(i)        patents, inventions, designs, copyright and related rights, database rights, knowhow and confidential information, trademarks and related goodwill, trade names (whether registered or unregistered), and rights to apply for registration;

(ii)      all other rights of a similar nature or having an equivalent effect anywhere in the world which currently exist or are recognized in the future;

(iii)     all applications, extensions and renewals in relation to any such rights;

(iv)     any such rights whether or not patentable, copyrightable or protectable in trademark; or

(v)       any trademarks, copyrights or patents based thereon;

Issuance Date

means the date of issuance of VTRD, which is 21 days after the last day on which a contribution may be made during the Token Sale;

Losses

includes:

(i)        any loss of profits, loss of business, loss of revenue or income, loss of contract, loss or depletion of goodwill or business opportunity, loss of anticipated savings, loss of use or data, or damages for business interruption or any like loss; or

(ii)      direct, incidental, indirect, consequential, special or punitive losses and damages;

Parties

means the Parties to these T&Cs and “Party” means any of them;

Pre-ICO

has the meaning given to it in Clause 2;

Price

has the meaning given to it in Clause 7;

Project Documentation

means VTRADE’s whitepaper, token metrics and the Website;

Purpose

means the purpose of raising capital which VTRADE will deploy:

(i)        on researching and developing the Services; and

(ii)      to meet various operating expenses related to the Company’s business.

Services

means:

(i)        a centralised cryptocurrency exchange in the form of a digital marketplace, tentatively named “V-Exchange”;

(ii)      a venture accelerator platform, tentatively named “V-Harvest”;

(iii)     a smart investment portfolio, tentatively named “V-SmartFolio”; and

(iv)     any other services provided by the Company for which VTRD are intended to be used as a payment method.

Smart Contract System

has the meaning given to it in Clause 9;

Soft Cap

means USD6,600,000; and

Token Sale

means the smart-contract based crowd-contribution campaign that is being used for the Purpose, consisting of the Pre-ICO and the ICO;

T&Cs

means these terms and conditions;

VTRD

means the Company’s proprietary tokens which are intended to be used as a payment method for the receipt of the Services;

Wallet

means an Ethereum or Bitcoin wallet, as the case may be, in respect of which the Contributor can identify its private key, which is not from a cryptocurrency exchange wallet or address;

Website

means the Company’s website at https://vtrade.io.

  1. In these T&Cs, unless the context otherwise requires:
  • a reference to a person shall be construed so as to include any individual, firm, body corporate (wherever incorporated), government, state or agency of a state or any joint venture, association, partnership, limited partnership, limited liability partnership, works council or employee representative body (in each case whether or not having separate legal personality);
  • references to “these T&Cs” shall include the Annexes to it, which form part of these T&Cs, references to clauses and Annexes are to clauses of and Annexes to these T&Cs and references within an Annex to paragraphs are to paragraphs of that Annex;
  • the headings are inserted for convenience only and shall not affect the construction of these T&Cs;
  • words in the singular shall include the plural and vice versa;
  • a reference to one gender includes all genders;
  • references to “USD” are references to the lawful currency of United States of America;
  • a reference to “includes” or “including” will be construed as “includes without limitation” or “including without limitation” (as the case may be);
  • general words shall not be given a restrictive meaning by reason of their being preceded or followed by words indicating a particular class or examples of acts, matters or things; and
  • if a period of time is specified and dates from a given day or the day of an act or event, it will be calculated exclusive of that day.


·Annex B 
 Details of the Company

Company’s Ethereum Wallet Address

Please refer to contribute.vtrade.io

Company’s Bitcoin Wallet Address

Please refer to contribute.vtrade.io

·Annex C
 Manner of Contribution

The Contribution may be made in the following manner:

  1. In Ethereum from an Ethereum Wallet; or
  1. In Bitcoin from a Bitcoin Wallet.


·Annex D 
 Risk Factors


  1. Risk of software weaknesses

Because VTRD, the Smart Contract System and the Services are based on the Ethereum protocol, any malfunction, breakdown or abandonment of the Ethereum protocol may have a material adverse effect on VTRD, the Smart Contract System or the Services.  Moreover, advances in cryptography, or technical advances such as the development of quantum computing, could present risks to VTRD (including the utility of VTRD for obtaining services), the Smart Contract System or the Services, by rendering ineffective the cryptographic consensus mechanism that underpins the Ethereum protocol.  The Smart Contract System concept, the underlying software application and software platform (i.e. the Ethereum blockchain) is still in an early development stage and unproven.  There is no warranty or assurance that the process for creating VTRD will be uninterrupted or error-free and there is an inherent risk that the software could contain defects, weaknesses, vulnerabilities, viruses or bugs causing, inter alia, the complete loss of the Contribution or VTRD.


  1. Regulatory risk

Blockchain technology allows new forms of interaction and it is possible that certain jurisdictions will apply existing regulations on, or introduce new regulations addressing, blockchain technology based applications, which may be contrary to the current setup of the Smart Contract System and which may, inter alia, result in substantial modifications to the Smart Contract System or the Services, including its termination and the loss of VTRD for you as the Contributor.  Additionally, regulation of proposed activities of the Services are currently uncertain.  It is not known what regulatory framework the proposed Services and associated activities will be subject to, the nature and obligations that will be imposed on us in order to comply with any such regulatory framework or if we will successfully obtain the necessary licenses so that we may lawfully carry out our proposed business activities.


  1. Risks associated with uncertain regulations and enforcement actions

The regulatory status of VTRD and distributed ledger technology is unclear or unsettled in many jurisdictions.  It is difficult to predict how or whether regulatory authorities may apply existing regulation with respect to such technology and its applications, including the Services and VTRD.  It is likewise difficult to predict how or whether any legislative or regulatory authorities may implement changes to law and regulation affecting distributed ledger technology and its applications, including the Services and VTRD.  Regulatory actions could negatively impact the Services and VTRD in various ways, including, for purposes of illustration only, through a determination that VTRD are a regulated financial instrument that requires registration or licensing.  VTRADE 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.


  1. Risk of abandonment / lack of success

 The creation and issue of VTRD and the development of the Services may be abandoned for a number of reasons, including without limitation lack of interest from the public, lack of funding, lack of commercial success or prospects (e.g. caused by competing projects).  There is no assurance that, even if the Services are partially or fully developed and launched, you will receive any benefits through VTRD that you hold.


  1. Risk associated with other applications

The Services may give rise to other, alternative projects, promoted by unaffiliated third parties, under which VTRD will have no intrinsic value.


  1. Risks associated with markets for VTRD

We do not enable or otherwise facilitate any secondary trading or external valuation of VTRD.  This may restrict the contemplated avenues for using VTRD, and could therefore create illiquidity risk with respect to any VTRD you own.  Even if secondary trading of VTRD 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 any third party ascribes an external exchange value to VTRD (e.g. as denominated in a crypto or fiat currency), such value may be extremely volatile and diminish to zero.  VTRD do not represent or constitute:

  • any ownership right or stake, share, equity, security, commodity, bond, debt instrument or any other financial instrument or investment carrying equivalent rights;
  • any right to receive future revenues, dividend, interest, profits, shares, equities, securities or any other form of participation or governance right in or relating to VTRD, the Company Parties or the Services;
  • any interest in any intellectual property forming part of the Services or the assets of the Company Parties;
  • any form of money or legal tender in any jurisdiction nor do they constitute any representation of money (including electronic money); or
  • the provision of any goods or services as at the Contribution Date.

As such, VTRD should not be considered investments of any type, including but not limited to, any form of currency or security, and you should not expect profits of any type from acquiring VTRD nor acquire VTRD for any type of speculation or investment purposes.  If you are purchasing VTRD as a form of investment on a speculative basis or otherwise, or for a financial purpose, with the expectation or desire that their inherent, intrinsic or cash-equivalent value may increase with time, you assume all risks associated with such speculation or actions, and any errors associated therewith, and accept that VTRD are not offered by us or our affiliates on an investment basis.  You further acknowledge that any contribution that you make will not be protected, guaranteed or reimbursed by any governmental or regulatory agency.

  1. Risk of losing access to tokens due to loss of private key(s), custodial error or human error

VTRD can only be accessed by using an Ethereum wallet with a combination of your account information (address), private key and password.  The private key is encrypted with a password.  You acknowledge, understand and accept that if your private key or password gets lost or stolen, the obtained VTRD associated with your Ethereum wallet address may be unrecoverable and permanently lost.  Additionally, any third party that gains access to your private key, including by gaining access to the login credentials relating to your Ethereum wallet, may be able to misappropriate your VTRD.  Any errors or malfunctions caused by or otherwise related to the digital Wallet or vault in which you choose to receive and store VTRD, including your own failure to properly maintain or use such digital Wallet or vault, may also result in the loss of your VTRD.

  1. Risk of theft

The Smart Contract System concept, the underlying software application and software platform (i.e. the Ethereum blockchain) may be exposed to attacks by hackers or other individuals including, but not limited to, malware attacks, denial of service attacks, consensus-based attacks, Sybil attacks, smurfing and spoofing.  Any such successful attacks could result in theft or loss of the Contribution or VTRD, adversely impacting the ability to develop the Services and derive any usage or functionality from VTRD.  Furthermore, because the Services are based on open-source software, there is a risk that a third party or a member of VTRADE’s team may intentionally or unintentionally introduce weaknesses or defects into the core infrastructure of the Services, which could negatively affect the Services and VTRD.


  1. Risk of incompatible wallet service

The wallet or wallet service provider used to receive VTRD must conform to the ECR20 token standard in order to be technically compatible with VTRD.  The failure to ensure such conformity may have the result that you will not gain access to your VTRD.  Please only use MyEtherWallet or Metamask for receiving VTRD.


  1. Risk of hard-fork

The Services will need to go through substantial development works and as part of which it may become the subject of significant conceptual, technical and commercial changes before release.  As part of the development, an upgrade to VTRD may be required (hard-fork of VTRD) and if you decide not to participate in such upgrade, you may no longer be able to use your VTRD.  Any non-upgraded VTRD may lose its functionality in full.


  1. Risk of uninsured losses

Unlike bank accounts or accounts at some other financial institutions, VTRD are uninsured unless you specifically obtain private insurance to insure them.  Thus, in the event of loss or loss of utility value, there is no public insurer or private insurance arranged by us to offer recourse to you.


  1. Risks arising from taxation

The tax characterization of VTRD is uncertain.  You must seek your own tax advice in connection with acquisition, storage, transfer and use of VTRD, which may result in adverse tax consequences to you, including, without limitation, withholding taxes, transfer taxes, value added taxes, income taxes and similar taxes, levies, duties or other charges and tax reporting requirements.


  1. Risk of an unfavorable fluctuation of ETH and other currency value

We intend to use the Contribution received to fund the development of the Services and various other operating expenses.  The Contribution received will be denominated in ETH, and may be converted into other cryptographic and fiat currencies.  If the value of ETH or other currencies fluctuate unfavorably during or after the Token Sale, we may not be able to fund the development of, or may not be able to maintain, the Services in the manner that we intended.


  1. Risk of dissolution of the Company or network

It is possible that, due to any number of reasons, including, but not limited to, an unfavorable fluctuation in the value of ETH (or other cryptographic and fiat currencies), decrease in VTRD utility due to negative adoption of the Services, the failure of commercial relationships, or intellectual property ownership challenges, the Services may no longer be viable for operation and VTRADE may dissolve.


  1. Risks arising from lack of governance rights

Because VTRD confer no governance rights of any kind with respect to the Services or VTRADE, all decisions involving the Services or VTRADE will be made by us acting in our sole and absolute discretion, including, but not limited to, decisions to discontinue the Services, to create and issue more VTRD, or to sell or liquidate the Company.  These decisions could adversely affect the Services or VTRD held by you.


  1. Risks arising from the market in which the Services will operate

The industry or market, and by extension the Services, are subject to a variety of federal, state and international laws and regulations, including those with respect to intellectual property, employment, KYC/AML 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.  In addition, new laws or regulations affecting the Services could be enacted, which could impact the utility of VTRD in the Services.  Additionally, the Services users are subject to or may be adversely affected by industry specific laws and regulations or licensing requirements.  If any of these parties fail to comply with any such licensing requirements or other applicable laws or regulations, or if such laws and regulations or licensing requirements become more stringent or are otherwise extended, it could adversely impact the Services and VTRD, including its functionality to obtain or provide the Services.


  1. Risks associated with the development and maintenance of the Services

The Services are still under development and may undergo significant changes over time.  Although we intend for VTRD and the Services to function as described in the Project Documentation, and intend to take commercially reasonable steps towards those ends, we may have to make changes to the specifications of VTRD or the Services for any number of legitimate reasons.  Moreover, we have no control over how other participants will use the Services.  This could create the risk that VTRD or the Services, as further developed and maintained, may not meet your expectations at the time of purchase.  Furthermore, despite our good faith efforts to develop and participate in the Services, it is still possible that the Services will experience malfunctions or otherwise fail to be adequately developed or maintained, which may negatively impact the Services and VTRD, and the potential utility of VTRD, including the utility of VTRD for obtaining services or offering rewards or being used in the manner intended at the time of the Token Sale.


  1. Risk of Competing Platforms

It is possible that alternative platforms could be established that utilize the same open source code and protocol underlying the Services and attempt to facilitate services that are materially similar to the Services.  The Services may compete with these alternatives, which could negatively impact the Services and VTRD, including the utility of VTRD for obtaining Services.


  1. Unanticipated Risks

Cryptographic tokens such as VTRD are a new and untested technology.  In addition to the risks set out in this Annex D, there are other risks associated with your acquisition, storage, transfer and use of VTRD, including those that we may not be able to anticipate.  Such risks may further materialize as unanticipated variations or combinations of the risks set out in this Annex D.

·Annex E 
 Representations and Warranties

You represent and warrant and undertake to us that the following statements are true and accurate and not misleading as at the Contribution Date and the Issuance Date:

  1. You have the necessary authority, consent and right to accept the terms set out in these T&Cs, to enter into these T&Cs with us and to perform the obligations set out therein.
  1. The entry into these T&Cs with us will not result in any breach of, be in conflict with, or constitute a material default under:
  • any provision of any judgment, decree or order imposed on you by any court or governmental or regulatory authority; or
  • any material agreement, obligation, duty or commitment to which you are a party or by which you are bound.


  1. You have:
  • sufficient knowledge and understanding of the functionality, usage, storage, transmission mechanisms and intricacies associated with cryptographic tokens (such as BTC and ETH), token storage facilities (including digital token wallets), blockchain technology, crypto-assets markets and blockchain-based software systems and services; or
  • sought advice from a person who, if such person was the Contributor, would satisfy paragraph 3(a) of Annex E.
  1. You have obtained sufficient information and conducted independent investigation about the potential future use and functionality of VTRD, including making all reasonable enquiries, to make an informed decision to participate in the Token Sale. You are not relying on the Project Documentation in deciding to make the Contribution.
  1. You have taken, or have had the opportunity to take and have elected not to take, independent legal, financial, tax or other professional advice concerning the nature and effect of these T&Cs and your personal circumstances.
  1. You understand that VTRD confer only a limited potential future right or expectation to use and interact with the Services and that VTRD confer no other rights of any kind with respect to VTRADE or the Services, including, but not limited to, any voting, distribution, redemption, liquidation, proprietary (including all forms of intellectual property rights), or other financial or legal rights.
  1. You acknowledge and agree that you are making the Contribution for the purchase of VTRD to support the Purpose and to potentially use and interact with the Services at a future point in time. You are not making the Contribution for any other uses or purposes, including, but not limited to, any investment, speculative or other financial purposes.
  1. The Contribution is not derived from or related to any unlawful activities, including but not limited to money laundering or terrorist financing activities.
  1. Where the Contribution is made from a Wallet, such Wallet is:
  • registered in your name or in the name of a person who is duly authorized by you to send the Contribution to us; and
  • not located in or not registered in the name of a person located in or resident of an Excluded Country.
  1. You have made every reasonable effort to determine you may make the Contribution and receive VTRD in your jurisdiction or under the laws of any other jurisdiction to which you may be subject.
  1. You have obtained all necessary consents required to participate in the Token Sale, make a Contribution and receive VTRD.
  1. The Contribution will be made in full compliance with any applicable law (including, but not limited to, compliance with any tax obligations to which you may be subject in any relevant jurisdiction and compliance with anti-money laundering and terrorist financing laws).
  1. You are not making the Contribution on behalf of any other person or entity and you will be the sole and beneficial owner of any VTRD received.
  1. You are not the subject of any sanctions administered or enforced by any country, government or international authority.
  1. You are not a person or entity identified as being or part of a terrorist organization, whether or not appearing on any relevant lists maintained by governmental authorities.
  1. You have complied with any applicable tax obligations in your jurisdiction arising from the acquisition, storage, sale or transfer of VTRD.
  1. You acknowledge and agree that once VTRD are transferred to you, the received VTRD will be your sole responsibility and we will not have the ability to influence the control or ownership or value of the received VTRD in any way.
  1. You are not intending to use VTRD as investments of any type, including but not limited to, any form of currency or security, and you do not expect profits of any type from acquiring VTRD nor acquire VTRD for any type of investment purposes.
  1. You are intending to use VTRD exclusively for the receipt of the Services.
  1. You have read and understood the contents of these T&Cs and the Project Documentation. You acknowledge and agree that the latest version of the Project Documentation supersedes any earlier versions.
  1. You are making the Contribution and receiving VTRD with the intention of fully accepting the risk of failure of the Services.


Where you are a natural person, you additionally represent and warrant and undertake to us that the following statements are true and accurate and not misleading as at the Contribution Date and the Issuance Date:

  1. You are of an age of majority and meets all other eligibility and residency requirements.
  1. You have sufficient legal capacity to accept the terms set out in these T&Cs and to enter into a binding agreement with us on the terms set out herein.
  1. You are not a citizen of or resident or domiciled in an Excluded Country or making the Contribution for the purchase of VTRD from a location in an Excluded Country.
  1. You are not a person who is or has been entrusted with prominent public functions, including but not limited to a head of state of government, a senior politician, a senior government, judicial or military official, a senior executive of a state-owned corporation, an important political party official, or a close friend or close associate of any such persons.
  1. You are not resident in a country or territory that is the subject of a country-wide or territory-wide sanction imposed by any country or government or international authority.
  1. You understand and accept the risks of contributing to early stage blockchain start-up businesses, such as VTRADE, and acknowledge that these risks are substantial. The Contribution does not represent a meaningful or substantial proportion of your wealth.


Where you are a corporate entity, you additionally represents and warrants and undertakes to us that the following statements are true and accurate and not misleading as at the Contribution Date and the Issuance Date:


  1. The entry into these T&Cs with us will not result in any breach of, be in conflict with, or constitute a material default under any provision of your constitutional or organizational documents.
  1. You are duly incorporated, registered and validly existing under any applicable law of the jurisdiction in which you are established.
  1. You are not an entity (including, but not limited to, any company or partnership) incorporated, established or registered in or under the laws of an Excluded Country.
  1. You are not established in a country or territory that is the subject of a country-wide or territory-wide sanction imposed by any country or government or international authority.
  1. You understand and accept the risks of contributing to early stage blockchain start-up businesses, such as VTRADE, and acknowledge that these risks are substantial. The Contribution does not represent a meaningful or substantial proportion of your net worth.


·Annex F 
 Conditions

  1. The successful operation of the Smart Contract System.
  1. Your compliance with your obligations under these T&Cs, including but not limited to the timely delivery of the Contribution.
  1. No legislation or regulation or decision being made which would treat VTRD as a security, collective investment scheme, financial product, financial intermediary or derivative being implemented in your jurisdiction or any other jurisdiction to which you are subject.
  1. Completion of “know your client” verification on you.