VDC Coin: Terms of Service

TERMS OF SERVICE

IMPORTANT LANGUAGE DISCLAIMER – IN ORDER TO AVOID ANY POTENTIAL TRANSLATION INCONSISTENCIES, THESE TERMS AND CONDITIONS ARE ONLY AVAILABLE IN ENGLISH. IF YOU ARE UNABLE TO UNDERSTAND THE LANGUAGE, PLEASE SEEK THE ASSISTANCE OF A PROFESSIONAL TRANSLATOR BEFORE CONTINUING. BY AGREEING TO THESE TERMS AND CONDITIONS YOU EXPRESSLY WARRANT AND REPRESENT THAT YOU ARE FLUENT IN ENGLISH AND UNDERTSTAND AND AGREE TO THE CONTENT OF THESE TERMS.

BEFORE PROCEEDING FORWARD AND PURCHASING COINS, PLEASE READ CAREFULLY AND ACCEPT THESE TERMS. IF YOU DO NOT AGREE TO THESE TERMS OF SALE, DO NOT PARTICIPATE IN THE CROWDFUNDING.

These Terms of Sale (“Terms”) shall govern the relations between you (“Customer/s” or “User/s”) and VDC Digital Services Ltd, a United Kingdom (UK) based entity with registration number 11053918 and address in London, UK (“Company”, “us” or “we”) in regard to your purchase and the sale of VDC Coin coins. Each of you and Company is a “Party” and, together, the “Parties.”

You and Company agree as follows:

1. General Provisions.

ViDiCia is an independent, decentralized consultation ecosystem for availing nutrition experts, dieticians, trainers/coaches and home-based nutrition product experts' services. ViDiCia, a system that allows end customers and experts to deal and interact with each other on the platform. The VDC coin is an invariable part of the ecosystem and will be the utility coin that will provide access and has to be utilized to facilitate the provision and receipt of every service provided on ViDiCia.

For the purpose of these Terms the ViDiCia platform shall be referred to as the “Project”. ViDiCia platform will be developed after the completion of the crowdfunding phase.

VDC Coin is a new peer to peer, open source, blockchain based cryptocurrency created to serve as the de facto digital currency for ViDiCia platform. It’s a complete altcoin (with near future availability in global crypto-exchanges) with wallets for safe-keeping and trading utilities besides being an integral part of the ViDiCia platform.

  • c.You hereby also confirm, that there are no regulatory restrictions in your country for you to take part of the VDC Coin Crowdfunding.
  • d. The User understands that the VDC Coin crowdfunding is not a security and it does not offer any ownership rights.

2. Offer and Conclusion of Contract.

  • a. By clicking the “I Accept” / “I Agree” / “Continue” / “Next” / "Participate" buttons or checking the checkbox presented with the Terms you enter into a binding contract ("User Application") to take part of the “VDC Coin Crowdfunding campaign”, under the Terms and conditions set forth in detail in this document and at your own risk. Accordingly, these Terms shall, if not else specified hereunder, represent the full and final agreement between you and the Company in regard to the crowdfunding process, the allocation, ownership and use of the VDC coins.
  • b. The agreement between you and the Company is considered valid and binding only after Company accepts the User Application. However, acceptance of User’s Application and confirmation by the Company accordingly may be explicitly communicated by the Company to you via e-mail and/or as a result of an action by the Company which further allows you to proceed with the investment in ViDiCia crowdfunding.
  • c. For avoidance of any doubt the contract for the purchase and investment in ViDiCia crowdfunding shall be deemed concluded and effective by and between you and the Company and these Terms shall be binding and valid between the Parties subject to Company letting you invest in ViDiCia crowdfunding and pay the Price to the Smart Contract System.
  • d. The Company expressly reserves the right to unilaterally and without a reason rejects any User Application without any compensations to you of whatsoever nature.

3. ViDiCia crowdfunding and Distribution Process.

  • a. ViDiCia crowdfunding will begin on DECEMBER 4, 2017 at 23:59:00 GMT with a fixed maximum hard cap of 220,000,000 VDC.
  • b. VDC Coin Wallet is a fully functional electronic wallet which is used to store the VDC Coin credits of any user. Every VDC Coin wallet has its own identification number and each wallet is mapped to the user’s registered mobile number. Any transaction on the wallet will be confirmed to the user via an automated SMS.
  • c. The main Coin Sale Event will start as planned on 18th December 2017 or immediately if hard-cap on pre-sale is reached. The starting price of the main sale will be defined by the volume that has been sold during the pre-sale.
  • d. All processes will be interconnected and pre-defined with a single hash address which can publicly be verified.
  • e. VDC Coin will be launched on January 03, 2018.

4. VDC Coin Crowdfunding

  • a. Investment in ViDiCia Crowdfunding can be done through BTC, ETH, BCC and LTC using options available in member’s area.
  • b. You acknowledge and agree that your acceptance of these Terms and your purchase order constitutes a binding obligation to purchase the corresponding purchase quantity of Coins and to pay the full Price into the Smart Contract System of the Company therefor.
  • c. You must pay the full Price immediately at the time of your payment and acceptance of these Terms, to the send address provided to you during your purchase. If you fail to make such payment, Company reserves the right to declare these Terms void, by providing written notice to you and refusing to accept your payment of the Price.
  • e. User understands and accepts that the User makes a payment for the investment of VDC Coin part of the Project.
  • f. The User understands, accepts and agrees that while the individuals and entities, including but not limited to the Company, assigned to this task will make reasonable efforts to develop and complete the Project, it is possible that such development may fail and your VDC become useless and/or valueless due to technical, commercial, regulatory or any other reasons.
  • g. The User is also aware of the risk that even if all or parts of the Project are successfully developed and released in full or in parts, due to a lack of public interest, the Project could be fully or partially abandoned, remain unsuccessful according to any measure, or shut down for lack of interest or other reasons.
  • h. The User therefore understands and accepts that User’s purchase, and/or the allocation, use and ownership of VDC, carries significant financial, regulatory and/or reputational risks (including the complete loss of value, if any, of VDC and attributed features). The User further confirms to have carefully reviewed the Terms and fully understands the risks and costs of making such a purchase. By purchasing VDC and investing in VDC Coin Crowfunding, the User expressly agrees to all of the terms and conditions set forth herein.

5. Ownership, License and Delivery of the Coins.

  • a. Subject to the successful payment of the Price into the Smart Contract System of the Company, the legal and beneficial ownership of the Purchased Coins shall pass from the Company to you. In addition the Company grants the User a license (“License”) to use the Purchased Coins on the Platform without any limitations in time in such a manner and way that is required by the Platform so the User enables, operates and uses Platform’s services. The cost of the grant of License is included in the Price and no additional payment shall be due from the User to the Company accordingly. Each Coin may be used by the User only once.
  • b. The Purchased Coins will be allocated, transferred and delivered to you subject to the successful payment of the Price into the Smart Contract
  • c. System of the Company and provided that you have a valid Purchaser Address and that you have provided an email address to which instructions for the allocation of the Purchased Coins may be sent from us to you.
  • d. Excerpt from the transaction book of blockchain network keeping records of all transactions shall be deemed and used as a proof of delivery and allocation. No additional delivery and acceptance protocols shall be delivered by and between you and the Company.
  • e. The Parties hereby hereto agree that the subject matter of this agreement shall be deemed duly and diligently fulfilled with the successful payment of the Price into the Smart Contract System of the Company and the allocation of the Purchased Coins.
  • f. The risk of loss, any regulatory or security risks, the risk of absence of possibility to use the Purchased Coins and/or any other risks as described below in these Terms shall pass from the Company to you with the allocation of the Purchased Coins from the Company to you.
  • g. For avoidance of any doubt the Parties hereto hereby expressly agree that any or all obligations of the Company shall be due, valid and come into effect and/or the User shall be entitled to claim fulfilment accordingly only subject to the successful payment of the Price into the Smart Contract System of the Company.

6. Purpose and Use of the Coins.

  • a. The purpose of the Coins is to be used to facilitate the provision and receipt of certain services (“Services”) in a blockchain-based decentralized open source bookings ecosystem for renting hotel rooms, private properties or accommodation presently known as the “ViDiCia Platform” (the “Ecosystem”). Such services on the ViDiCia Platform may be used with the Coins only. Additional information regarding the Ecosystem, the Services, and Company is summarized and as further described in the VDC Coin Whitepaper (the “Whitepaper”). For the Whitepaper and/or further information on the Project please visit: vdccoin.io. The information contained in the Whitepaper and on the website are of descriptive nature only, are not binding and do–unless explicitly referred to herein–not form part of this Terms. While Company, alone or together with its Affiliates (defined below) intends to develop the Ecosystem, Company and its Affiliates may opt to develop components of the Ecosystem in a manner that varies from its current intent as Company believes is necessary or desirable in light of business or technical considerations:
  • b. Use of the Purchased Coins shall be at your sole discretion only. Company shall not be liable if you use the Coins in any illegal or inappropriate manner.

7. Representation and Warranties of User.

By purchasing and paying VDC the User warrants and represents that:

  • a. The user is not a citizen or resident of a country, whose legislation conflicts with the present purchase, sale and allocation of VDC and/or the Project in general.
  • b. The User has full authority to enter into this Agreement and to carry out the transactions made herein. The User is of a sufficient age to legally obtain Coins.
  • c. The User has deep understanding of the functionality, usage, storage, transmission mechanisms and intricacies associated with cryptographic coins, cryptocurrencies, cryptocurrency wallets or other related coin storage mechanisms, blockchain technology, and blockchain-based software systems.
  • d. The User understands that the VDC software utility coin is not a security and it does not offer any ownership rights.
  • e. The User is legally permitted to receive and hold and make use of VDC Coins in User’s jurisdiction.
  • f. The User will take sole responsibility for any restrictions and risks associated with the receiving and holding of VDC; the User is not obtaining the Purchased Coins for the purpose of speculative investment; the User is not obtaining VDC to be used for any illegal purposes.
  • g. The User understands and accepts that the purchase, ownership, receipt, or possession of the Purchased Coins carries no rights, express or implied, other than the right to use the Purchased Coins as a means to enable usage of and interaction with Services enabled and provided by the Platform, if the Platform is successfully completed and deployed. In particular, User understands and accepts that the Purchased Coins do not represent or confer any ownership right or stake, share, security, or equivalent rights, or any right to receive future revenue shares, intellectual property rights or any other form of participation in or relating to the Platform and/or the Company and its Affiliates, other than any rights relating to the provision and receipt of Services in the Platform if the same has been successfully developed. The Coins are not intended to be a digital currency, security, commodity, or any kind of financial instrument. The sole purpose of the Coins is to be used to facilitate the provision of certain services on the VDC Coin Platform.
  • h. The User understands and accepts that failure to fulfil any undertaking and/or obligation under this agreement or breach of any of its warranties and representations hereunder may have the result that User will not gain access to the Purchased Coins. In such case Company shall be entitled to unilaterally terminate this contract with immediate effect.
  • i. It is User’s sole responsibility to determine whether, and to what extent, any taxes apply to any transactions associated with User’s receipt or use of VDC, and to withhold, collect, report and remit the correct amounts of taxes to the appropriate tax authorities.
  • j. The Coin purchase under this agreement is final, and there are no refunds or cancellations, except as expressly provided hereunder or as may be required by applicable law or regulation. The Company reserves the right in its sole discretion at any time to unilaterally and without a purpose cancel the sale purchase and refund any or all amounts received by the User.
  • k. The User acknowledges and agrees that there are risks associated with purchasing Coins, owning Coins, and using Coins for the provision or receipt of Services on the Platform. BY PURCHASING COINS, THE USER EXPRESSLY ACKNOWLEDGES AND ASSUMES THESE RISKS AND SHALL BEAR SUCH RISKS ALL ALONE. Such risks may be but are not limited to:
  • a. Risk of Losing Access to Coins Due to Loss of Private Key;
  • b. Risks Associated with the Ethereum Protocol;
  • c. Risk of Hacking and Security Weaknesses;
  • d. Risks Associated with Uncertain Regulations and Enforcement Actions;
  • e. Risks Arising from Taxation;
  • f. Risk of Insufficient Interest in the Platform;
  • g. Risks Associated with the Development and Maintenance of the Platform;
  • h. Risk of Dissolution of the Company or the Platform;
  • i. Risk of Lack of Adoption by Users of the Platform or Lack of Success;
  • j. Technology Risks;
  • k. Risk of absence of possibility to use the Purchased Coins;
  • l. Risk of theft;
  • m. Unanticipated Risks;
  • l. Furthermore, the User expressly acknowledges and assumes the risk where hackers or other malicious groups or organizations may attempt to interfere with the dashboard or the Coins, or the Ecosystem, or the Smart Contract System in a variety of ways, including, but not limited to, malware attacks, phishing, denial of service attacks, consensus-based attacks, Sybil attacks, smurfing and spoofing, thus, despite Company’s knowledge and efforts to resolve any such attempt, User’s personal details or data info may be stolen, which may have the result of complete loss of User’s VDC. The User agrees and understands such risk, the possible negative consequences that may arise for the User accordingly and warrants and represents that the User shall bear such risk all alone. The Company shall not be liable at any time or for any purpose accordingly.
  • m. The User has obtained sufficient information about the Coins and the Platform and the Project to make an informed decision and purchase the Purchased Coins.
  • n. The User understands and accepts that the Coins are intended to be used solely on the Platform, and the Company will not support or otherwise facilitate any secondary trading or external valuation of Coins. This restricts the contemplated venues for using Coins to the provision or receipt of services, and could therefore create illiquidity risk with respect to the Purchased Coins. Even if secondary trading of Coins 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 Coins (e.g., as denominated in a digital or fiat currency), such value may be extremely volatile and diminish to zero. In addition the User understands and accepts with regard to VDC that no market liquidity may be guaranteed.
  • o. The User agrees and acknowledges that the VDC Coins are not intended to and do not constitute securities in any form in any jurisdiction and the Purchased Coins are not to be construed, interpreted, classified or treated as:
  • a. any kind of currency other than the utility tools necessary to facilitate the provision and receipt of certain services on the Platform.
  • b. debentures, stocks or shares issued by any person or entity;
  • c. rights, options or derivatives in respect of such debentures, stocks or shares;
  • d. rights under a contract for differences or under any other contract the purpose or pretended purpose of which is to secure a profit or avoid a loss;
  • e. units in a collective investment scheme;
  • f. units in a business trust;
  • g. derivatives of units in a business trust;
  • h. any other security or class of securities;
  • p. The User acknowledges and agrees that this document does not constitute a prospectus of any sort, is not a solicitation for investment and does not pertain in any way to an initial public offering or a share/equity offering and does not pertain in any way to an offering of securities in any jurisdiction. It constitutes the terms of sale of the utility VDC Coins among public based on the functionality of a Smart Contract System.
  • q. The User understands and expressly accepts that there is no warranty whatsoever on VDC and/or the success of the Project, expressed or implied, to the extent permitted by law, and that VDC is created and obtained at the sole risk of the User on an “as is” and “under development of the Project” basis and without, to the extent permitted by law, any warranties of any kind, including, but not limited to, warranties of title or implied warranties, merchantability or fitness for a particular purpose.
  • r. By transferring or receiving VDC, no form of partnership, joint venture or any similar relationship between the Users and the Company and/or other individuals or entities involved with the deployment of the Smart Contracts System and the setting up of the Project is created.
  • s. The User waives the right to participate in a class action lawsuit or a class wide arbitration against any entity or individual involved with the VDC Coin Sale, with the allocation of VDC and with the operation of the Project.
  • t. All of the above representations and warranties are true, complete, accurate and no misleading.

8. Company’s representations.

The Company warrants and represents that:

  • a. Company is a British entity, duly incorporated, validly existing and in good standing under the laws of the jurisdiction of its incorporation, and has the power and authority to carry on its business.
  • b. The performance by Company of these Terms is within the power of Company. These Terms constitute a legal, valid and binding obligation of Company. To the knowledge of Company, it is not in violation of (i) its current certificate of incorporation or bylaws, (ii) any material statute, rule or regulation applicable to Company or (iii) any material contract to which Company is a party or by which it is bound, where, in each case, such violation or default, individually, or together with all such violations or defaults, could reasonably be expected to have a material adverse effect on Company.
  • c. To its knowledge, Company owns or possesses (or can obtain on commercially reasonable terms) sufficient legal rights to all patents, trademarks, service marks, trade names, copyrights, trade secrets, licenses, information, processes and other intellectual property rights necessary for its business as now conducted and as currently proposed to be conducted, without any conflict with, or infringement of the rights of, others.

9. Project execution.

Company has the right to engage subcontractors to perform the entire or partial development and execution of the Project. It remains at Company's sole discretion to decide how to allocate the Price of the Purchased Coins. Accordingly the User understands and accepts that the User may not have any expectation of influence over governance on Company and/or the Project.

10. Taxation.

a. The User bears the sole responsibility to determine if the purchase and allocation, ownership and use of Coins, the potential appreciation or depreciation in the value of VDC over time (if any), and/or any other action or transaction related to the VDC Coin Project have tax implications for the User.

b. By holding or using VDC, and to the extent permitted by law, the User agrees not to hold any third party liable for any tax liability associated with or arising from the purchase, allocation, ownership or use of VDC or any other action or transaction related to the Project.

11. Personal Data Usage and KYC.

a. Company shall be entitled to collect and use your personal data if shared during the Coin Sale.

b. Company may require and in any such case you should be obliged to provide any KYC information as requested by Company, if Company reasonably believes that such information is necessary to comply with changes in applicable laws or regulations or the regulatory environment. If you fail to provide any such Information Company may in its sole discretion cancel this agreement and refund anything receive by you.

12. Disclaimer.

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW AND EXCEPT AS OTHERWISE SPECIFIED IN A WRITING BY COMPANY, (A) THE COINS ARE SOLD ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT WARRANTIES OF ANY KIND, AND COMPANY EXPRESSLY DISCLAIMS ALL IMPLIED WARRANTIES AS TO THE COINS, INCLUDING, WITHOUT LIMITATION, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT, (B) COMPANY DOES NOT REPRESENT OR WARRANT THAT THE COINS ARE RELIABLE, CURRENT OR ERROR-FREE, MEET YOUR REQUIREMENTS, OR THAT DEFECTS IN THE COINS WILL BE CORRECTED, AND (C) COMPANY CANNOT AND DOES NOT REPRESENT OR WARRANT THAT THE SALE COINS OR THE DELIVERY MECHANISM FOR COINS ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. THE BUYER ACCEPTS AGRREES AND ACKNOWLEDGES THE SAME

13. Limitations of Liability.

IN NO EVENT SHALL COMPANY, ITS AFFILIATES AND SERVICE PROVIDERS, OR ANY OF THEIR RESPECTIVE OFFICERS, DIRECTORS, AGENTS, JOINT VENTURERS, EMPLOYEES OR REPRESENTATIVES, BE LIABLE FOR LOST PROFITS OR ANY SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR IN CONNECTION WITH THE WARRANIES AND REPRESENTATIONS OF THE BUYER UNDER CLAUSE 6 ABOVE, THE COINS, THE PLATFORM, THE COMPANY SERVICES, OR THIS AGREEMENT (HOWEVER ARISING, INCLUDING NEGLIGENCE).

14. Indemnification.

User agrees to indemnify and hold Company, its affiliates and Service Providers, and each of their respective officers, directors, agents, joint venturers, employees and representatives, harmless from any claim or demand (including attorneys’ fees and any fines, fees or penalties imposed by any regulatory authority) arising out of or related to (i) User’s breach of this Agreement, (ii) User’s use of the Coins (iii) User’s use of Platform and/or the Marketplace and/or Company’s services, or (iii) User’s violation of any law, rule or regulation, or the rights of any third party.

15. Miscellaneous

  • a. Unless otherwise stated herein, these Terms only govern your purchase of VDC Coins from the Company during the Coin Sale Process.
  • b. No other document or communication may modify or add any additional obligations or covenants to the Company beyond those set forth in this document and the Smart Contract System.
  • c. The User agrees that if any portion of these Terms is found illegal or unenforceable, in whole or in part, such provision shall, as to such jurisdiction, 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 of the Terms, which shall continue to be in full force and effect.
  • d. The Company shall have the right at any time without a reason to unilaterally cancel the sale of the Coins with immediate effect and refund the User if the User has breached any of User’s warrants or representations hereunder or if the User occurs to be US, China, South Korea or Singapore person by residency or citizenship, or if the Company in its sole discretion finds appropriate to do so.
  • e. These Terms govern the purchase, allocation, ownership and use of VDC and supersede any public statements about the VDC Coin Sale and/or the Project made by anyone in the past, present and future.
  • f. Any notice required or permitted by these Terms will be deemed sufficient when delivered personally or by courier to the relevant address, or sent by email to the email address provided initially by the User.
  • g. Company shall have the right to modify these Terms by providing you written notice of such modification, if Company reasonably believes that such amendment or modification is necessary to comply with changes in applicable laws or regulations or the regulatory environment. Company shall deliver such written notice to the email address you initially provided.
  • h. In the event of a Disruption Event, Company shall have the right to suspend the Coin Sale. If Company elects to suspend the Coin Sale, Company will publicly announce the suspension as soon as reasonably practicable and, prior to resuming the Coin Sale, Company will announce the resumption publicly as soon as reasonably practicable. A “Disruption Event” means (i) any event or occurrence that causes a disruption in the functionality of the Ethereum network where such disruption has a material adverse effect on the processing time for blockchain transactions, or any failure by the User to provide to the Company any information required by the Company that may be necessary for the allocation of the Coins, or (iv) any hack or other malicious attack against the dashboard, the Coins or the Ecosystem. In case of suspension due to a Disruption Event the Company shall not be held responsible or liable for any breach of any of Company’s undertakings hereunder.
  • i. This Agreement shall be governed by and construed in accordance with the British laws, without regard to conflict of law rules or principles that would cause the application of the laws of any other jurisdiction.

You are advised to proceed if you accept all the terms and conditions set here above.

VDC DIGITAL SERVICES LTD

Portsea Place, London,
United Kingdom, W2 2BL

+44 20 3318 1976

MON - FRI | 0900 HR - 1800 HR (UTC+0)

support@vdccoin.io

TAT: 24-Hours Max.