1.1 These general terms and conditions (hereinafter referred to as the “Terms”), including any and all accompanying documents, constitute a legally binding agreement (boilerplate contract) between the website owner and any and all users as defined herein in definitions section.
1.2 Each user as defined herein in definitions section must carefully read and comply with these Terms.
1.3 It is understood and presumed per se that by the fact of the website use and VTOS Tokens purchase during VTOS Token sale (as defined herein in definitions section) the respective user fully read, understood and irrevocably accepted these Terms. If any user does not agree with these Terms in general or any part of them, such user should withhold from using the website and/or purchase of VTOS Tokens as defined herein in definitions section.
The following definitions mentioned throughout these Terms shall have the following meanings:
Accompanying Documents – the following documents accompanying and detailing these Terms and published on the website, are:
3.1 US, SINGAPORE, REPUBLIC OF KOREA AND PRC RESIDENTS WARNING NOTE: the citizens, companies and residents of the United States, Singapore, Republic of Korea and People’s Republic of China (PRC) are not eligible and not allowed to participate in the VTOS Token sale due to various taxation and regulatory issues. You are only allowed to use the Website and purchase VTOS Tokens if you are neither a US, Singapore or PRC citizen or permanent resident of the mentioned states, nor you have a primary residence or domicile in the United States (including Puerto Rico, the US Virgin Islands and any other possessions of the United States), Singapore or PRC. We shall reserve the right to refuse selling VTOS Tokens to anyone who does not meet the criteria set forth above.
3.2 These Terms are effective at the time the user acknowledges and accepts these Terms and such terms will have validity until the total amount of purchased VTOS tokens is delivered in full.
3.3 The User acknowledges and accepts that these Terms are subject to change, modifications, amendments, alterations or supplements at any time without prior written notice at the website owner’s sole discretion. The users can track the amendments to these Terms by checking the date of latest update at the beginning of the document.
3.4 The User acknowledges and accepts that the website owner reserves the right at its own and complete discretion and at any time, to modify or to temporarily or permanently suspend or eliminate the website and/or disable any access to the website for any reason.
3.5 By using this website each user covenants, represents, and warrants that (under the applicable law and law of the country of user’s residence):
4.1 To the extent allowable pursuant to applicable law, the user shall indemnify, defend, and hold the website owner and/or its subsidiaries, affiliates, directors, officers, employees, agents, successors and permitted assignees harmless from and against any and all claims, damages, losses, suits, actions, demands, proceedings, expenses, and/or liabilities (including but not limited to reasonable attorneys’ fees incurred and/or those necessary to successfully establish the right to indemnification) filed/incurred by any third party against the website owner arising out of a breach of any warranty, representation, or obligation hereunder.
4.2 You shall not have any claim of any nature whatsoever against us for any failure by us to carry out any of our obligations under these Terms as a result of causes beyond our control, including but not limited to any strike, lockout, shortage of labour or materials, delays in transport, accidents of any kind, any default or delay by any sub-contractor or supplier of ours, riot, political or civil disturbances, the elements, by an act of state or government including regulatory action imposed, any delay in securing any permit, consent or approval required by us, for the supply of services under these Terms or any other authority or any other cause whatsoever beyond our absolute and direct control.
5.1 Any and all purchases of VTOS Tokens are final. The company guarantees that in case that the softcap of 2 million usd is not reached upon the end of the VTOS Token Sale, the company will reimburse all contributions to investors in full, not more than 10 business days after the ICO ends.
5.2 VTOS will conduct the VTOS Token Sale with a soft cap of 2 million usd during the period indicated on the Website (September 24, 2018 to December 17, 2018) or until hard cap of 15 million usd is reached whichever occurs sooner.
5.3 This website and the VTOS Tokens are provided on an “as is” basis and without any warranties of any kind, either expressed or implied. You assume all responsibility and risk with respect of the use of the website and the amount of VTOS Tokens purchased and its use.
5.4 You hereby expressly agree that, to the maximum extent permitted by the applicable law, the website owner or its affiliates do not accept any liability for any damage or loss, including loss of business, revenue, or profits resulting from any use of, or inability to use this website or the material, information, software, facilities, services or content on this website. From buying the VTOS Tokens or their use by the user, regardless of the basis upon which the liability is claimed.
5.5 You understand and agree that the website owner and any of its affiliates shall not be held liable to and shall not accept any liability, obligation or responsibility whatsoever for any change of the value of the VTOS Tokens or cryptocurrency. The website owner shall not provide to the user any refund possibility (payout liquidity) for the purchased VTOS Tokens once the tokens are fully delivered. The user understands and expressly agrees that the website owner shall not guarantee in any way that the VTOS Tokens might be sold or transferred during or after the VTOS Token sale.
5.6 You understand and agree that it is your obligation to ensure compliance with any legislation relevant to your country of domicile concerning use of this website and use and buying of the VTOS Tokens, furthermore the website owner should not accept any liability for any illegal or unauthorized use of this website and use and buying of the VTOS Tokens. You agree to be solely responsible for any applicable taxes imposed on tokens purchased hereunder.
5.7 The website owner does not warrant or represent that the website will be free of errors or viruses, or that the service or the server that makes it available is free of viruses or other harmful components. Website owner shall not be liable for uninterrupted availability of the website at all times, in all countries and/or all geographic locations, or at any given time.
5.8 Acquisition of VTOS Tokens does not present an exchange of cryptocurrencies for any form of ordinary shares, and holder of any VTOS Tokens, issued by website owner is not entitled to any guaranteed form of dividend or other revenue right. Holders of VTOS Tokens are only entitled to a limited right of the use of the VTOS Tokens if it is successfully produced and launched in accordance with the terms set out herein.
6.1 Any cryptocurrency and tokens that possess value in public markets, such as BTC or ETH, have demonstrated extreme fluctuations in price over short periods of time on a regular basis. A Purchaser of VTOS Tokens should be prepared to expect similar fluctuations, both down and up, in the price of VTOS Tokens denominated in respective cryptocurrency (ETH) or US dollars or currencies of other such jurisdictions. Such fluctuations are due to market conditions and represent changes in the balance of supply and demand. The website owner cannot and does not guarantee market liquidity for VTOS Tokens. By purchasing VTOS Tokens, you expressly acknowledge and represent that you fully understand that they may experience volatility in pricing and will not seek to hold the website owner liable for any losses or any special, incidental, or consequential damages arising from, or in any way connected to, the sale of VTOS Tokens.
6.2 The purchase of VTOS Tokens carries with it a number of risks. Prior to purchasing VTOS Tokens, you should carefully consider the risks listed herein and, to the extent necessary, consult an appropriate lawyer, accountant, or tax professional. If any of the following risks are unacceptable to you, do not purchase VTOS Tokens. By purchasing VTOS Tokens, and to the extent permitted by applicable law, you are agreeing not to hold the website owner or any affiliated entity liable for any losses or any special, incidental, or consequential damages arising from, or in any way connected, to the sale of VTOS Tokens, including losses associated with the risks set forth herein.
6.3 Should you proceed to purchase any VTOS Tokens and the product fails to be suitable for the special or particular purpose as intended by you, We will not be liable to you for such unsuitability (including but not limited to accepting the return of, or refunding to you the purchase price of the respective VTOS Tokens).
6.4 We make no representations or warranties, whether express or implied, and assume no liability or responsibility for the proper performance of any services.
6.5 It is possible that the VTOS will not be used by a large number of individuals, and other entities and that there will be limited public interest in the mentioned project and dissemination of equity. Such a lack of interest could impact the development of the VTOS and potential use of it. Therefore, the success of the mentioned project cannot be predicted.
6.6 The User recognizes that the VTOS is currently under development and may undergo significant changes before release. User acknowledges that any expectations regarding the form and functionality of the VTOS held by the user may not be met upon release of the mentioned project, for any number of reasons including a change in the design and implementation plans and execution of the implementation of the VTOS.
6.7 The Website Owner and the respective VTOS development team do not support any unfair or fraudulent practices and confirm their intention to develop and launch the VTOS project. However, due to the risks, associated with cryptocurrency and digital tokens market (including those described in this Section), the user understands and accepts that while the VTOS development team will make reasonable efforts to complete the mentioned project, it is possible that an official completed version of the VTOS may not be released and there may never be respective operational platform.
6.8 We will take reasonable steps to exclude any viruses from the website, but cannot guarantee or warrant that any material available for downloading from the website will be free from infection, viruses and/or other code that has contaminating or destructive properties and accordingly no liability is accepted for viruses.
6.9 We are not responsible for the proper and/or complete transmission of the information contained in any electronic communication or of the electronic communication itself, nor for any delay in its delivery or receipt.
6.10 Security measures have been implemented to ensure the safety and integrity of any of the services related to the VTOS Token Sale. However, despite this, information that is transmitted over the internet or Blockchain may be susceptible to unlawful access and monitoring.
6.11 The VTOS Tokens are unregulated. VTOS development team is closely following changes to legislation in the most relevant jurisdictions in the world and undertakes to act accordingly, if changes impact operations of VTOS Tokens. The Website Owner and/or VTOS development team or any of its affiliated entities is not a financial institution and is currently not under supervision of any financial supervisory authority. We do not provide any licensed financial services, such as investment services, fund management or investment advice. This VTOS Token sale is not a public offering of equity or debt and consequently does not fall under the securities or any prospectus regulation.
6.12 This document or any other document, produced and signed by us, as well as the website, and any of their content does not constitute an offer or solicitation to sell shares or securities.
6.13 None of the information or analyses presented are intended to form the basis for any investment decision, and no specific recommendations are intended, and the Website is not, does not offer and shall not be construed as investment or financial product.
6.14 There are no warranties and/or guarantees given that VTOS Tokens will be listed or made available for exchange for other cryptocurrency and/or tokens and/or fiat money, and no guarantees are given whatsoever with the capacity (volume) of such potential exchange. It shall be explicitly cautioned, that such exchange, if any, might be subject to poorly-understood regulatory oversight, and we do not give any warranties in regard to any exchange services providers. In any case we will not enable exchange of VTOS Tokens for fiat currency. User may not at any given time be able to acquire or dispose of its VTOS Tokens due to potential lack of liquidity.
7.1 Our incorporated company with variable capital (VTOS FOUNDATION S.A. de C.V.) tax residence registered address is: Antioquia 307, San Pedro Garza García, Nuevo León, Mexico; postal code 66274; registration number-VFO180306SW3.
7.3 Arbitration. Any dispute, controversy or claim arising out of, or in relation to these Terms, including the validity, invalidity, breach, or termination thereof, shall be resolved by arbitration in accordance with the Center of Mexican Arbitrage in force on the date on which the Notice of Arbitration is submitted in accordance with these rules.
7.4 No Class Arbitration, Class Action or Representative Actions. Any dispute arising out of or related to these Terms is personal to you and the company and will be resolved solely through individual arbitration and will not be brought as a class arbitration, class action or any other type of representative proceeding. There will be no class arbitration or arbitration in which an individual attempts to resolve a dispute as a representative of another individual or group of individuals. Further, a dispute cannot be brought as a class or other type of representative action, whether within or outside of arbitration, or on behalf of any other individual or group of individuals. The dispute shall be decided on the basis of documentary evidence only.
8.1 Entire Agreement. This agreement is intended to fully reflect the terms of the original agreement between the parties. No provision of the agreement shall be considered waived unless such waiver is in writing and signed by the party that benefits from the enforcement of such provision. No waiver of any provision in the agreement, however, will be deemed a waiver of a subsequent breach of such provision or a waiver of a similar provision. In addition, a waiver of any breach or a failure to enforce any term or condition of the agreement will not in any way affect, limit, or waive a party’s rights hereunder at any time to enforce strict compliance thereafter with every term and condition hereof.
8.2 Assignment. The website owner may, at its sole discretion, assign its rights and/or delegate its duties under this agreement. You may not assign your rights or delegate your duties, and any assignment or delegation without the written consent of the website owner, which the latter may withhold at its sole discretion, shall be void.
8.3 Severability. If any term, provision, covenant or restriction of this agreement is held by a court of competent jurisdiction to be invalid, illegal, void or unenforceable, the remainder of the terms, provisions, covenants and restrictions set forth herein shall remain in full force and effect and shall in no way be affected, impaired or invalidated, and the parties hereto shall use their commercially reasonable efforts to find and employ an alternative means to achieve the same or substantially the same result as that contemplated by such term, provision, covenant or restriction. It is hereby stipulated and declared to be the intention of the parties that they would have executed the remaining terms, provisions, covenants and restrictions without including any of such that may be hereafter declared invalid, illegal, void or unenforceable.
8.4 Communication and notices. Any communication concerning these Terms execution and/or violation should be conducted only via official emails of the user and the website owner. The website owner’s official email address for communication with users is [email protected] The one and only language of the communication shall be English. We may provide any notice to you under this agreement by posting a notice on the website. Notices we provide by posting on the website will be effective upon posting.
8.5 Tax Issues. The website owner makes no representations concerning the tax implications of the sale of VTOS Tokens or the possession or use of them. By purchasing VTOS Tokens user agrees not to hold the website owner liable for any tax liability associated with or arising from the purchase of VTOS Tokens.