GENERAL TERMS AND CONDITIONS VMC.ai
VMC.ai is a website of VMC.ai B.V., a private limited liability company (besloten vennootschap met beperkte aansprakelijkheid) incorporated under the laws of the Netherlands, having its statutory seat and registered offices in Amsterdam, the Netherlands at the address of Prinsengracht 463-1, and registered with the Dutch Chamber of Commerce under file number 69988064 ("VMC.ai”, “we” or “us”). This website, VMC.ai (the “Site”) provides information regarding VMC.ai and the development of a blockchain-based project with the ultimate goal of setting up a decentralised infrastructure for the mobility industry (the "Project"). The Site moreover provides information on VMC.ai’s intention to issue and sell cryptographic security tokens called VMC Security Tokens (the “VMC-STs” or the “Tokens”), which grant a right to VMC.ai’s revenues, in a multi-staged process of both private and public investment rounds (the “Token Sales”).
Note that the Site and/or these Terms are not an offer to purchase (future) tokens. Any purchase of tokens, during the Private Token Sale, will occur on an individual basis after active negotiations with the staff of VMC.ai and the subsequent offer to sign a document called the Safe Agreement for Future Tokens (the “SAFT”).
More information about the Project can be found in the whitepaper “VMC.ai, A new Blockchain Platform Designed for the Future of Human Mobility”. More information about the Token Sales can be found on our Investor Page and in the Light Paper. Note that the information found in these documents does not constitute a part of these Terms.
Please read the Terms carefully to ensure that you understand each and every provision. If you do not agree to these terms, immediately stop using the Site and do not register using our Sign-Up Form and/or Whitelisting registration.
WHEN PARTICIPATING IN THE PRIVATE TOKEN SALE, PLEASE CAREFULLY READ THESE TERMS, ESPECIALLY SECTIONS 3, 5 AND 7, AND MAKE SURE YOU UNDERSTAND EACH AND EVERY PROVISION.
1. USE OF THE SITE
1.1. Subject to the provisions in these Terms, you are hereby granted a non-exclusive, limited, non-transferable, freely revocable license to use the Site as permitted by the features of the Site. Using the VMC.ai website and/or signing up for the private sale using the Sign-Up Form and/or registering a Whitelisting Account for the first phase of the public sale (collectively, the “Registration System”), enables you to obtain information about the Project and the Token Sales. VMC.ai reserves all rights to the contents of the Site and this license and may terminate it at any time for any reason or no reason, without notice.
1.2. You hereby warrant, represent and agree that you will not use the Site or any Services provided on, or through the Site, including the Registration System and any VMC Content, in any of the following manners:
i. rent, lease, sublicense, sell, transfer, assign, redistribute, host, or otherwise commercially exploit the Site or any Services provided on or through the Site or any part thereof;
ii. modify, make derivative works of, disassemble, reverse compile, attempt to find the source code of, or reverse engineer any part of the Site or any Services provided on or through the Site;
iii. access the Site or any Services provided on or through the Site in order to build a similar or competitive service;
iv. except as expressly stated herein, copy, reproduce, distribute, republish, download, post, display or transmit any part of the Site or any Services provided on or through the Site;
v. upload, transmit, or distribute any computer viruses, worms, or any software intended to damage or alter, interfere with or disrupt a computer or communication network, handheld device, mobile device, data, the Site or any Services provided on or through the Site, or any other system, device or property;
vi. remove, obscure, or alter any proprietary rights notices (including copyrights and trademark notices);
vii. circumvent, disable, or otherwise interfere with the security or functionality of the Site or any Services provided on or through the Site or of features that prevent or restrict use or copying of any content or that enforce limitations on use of the Site or any Services provided on or through the Site or their content;
viii. attempt to gain unauthorized access to, interfere with, damage, or disrupt any part of the Site or any Services provided on or through the Site, the server(s) on which the Site and such Services are stored, or any server, computer, or database connected to the Site or such Services;
ix. jeopardize the security of a User’s account or anyone else’s account or attempt, in any manner, to obtain the password, account, or other security information from any other User.
1.3. We may, without prior notice, change the Site and the information provided on or through the Site; stop providing access to the Site or of its any features of any of the foregoing, to you or to Users generally; or create usage limits for the Site or any Services provided on or through the Site. We may permanently or temporarily terminate or suspend your access to the Site or any Services provided on or through the Site without notice and liability for any reason, including in cases where you, in our sole determination, have violated any provision of these Terms, or even for no reason at all. Upon such termination of access for any reason or no reason, you continue to be bound by these Terms.
2. USE OF THE REGISTRATION SYSTEM
2.1 The Registration System, consisting out of a Sign-Up Form and/or an Account Registration System for VMC.ai’s Whitelisting Program, functions as a way for the user to obtain information about, and signal interest in, the Project and the Token Sales.
2.2. VMC.ai has the right to, but is in no way obligated to, use the Registration System for, among other things, but not limited to those things, the following purposes:
i. contacting individuals and/or legal entities that have entered their personal details in the Registration System in order to signal interest and/or receive information about the Project and the Token Sales (the “Registrants”);
ii. making a non-binding selection of Registrants eligible for participating in the Token Sales;
iii. obtaining information about Registrants;
iv. executing Know-Your-Customer and/or Anti-Money-Laundering checks and refining the selection mentioned in Article 2.2.ii of these Terms;
v. excluding fraudulent Registrants from the Token Sales; and
vi. gauging market reception in terms of investment interest.
2.3 With regards to the Registration System, you, the Registrant, warrant, represent and agree that:
i. your use of the Registration System in no way entitles you to the acquisition of any (future) tokens or access to the Token Sales;
ii. your use of the Registration System in no way obliges VMC.ai to (do) anything whatsoever;
iii. VMC.ai has the right to refuse any individual or legal entity wishing to invest in the TokensVMC-ST (the “Investor”) access to the the Registration System without any prior notice or justification;
iv. VMC.ai has the right to monitor the activity on your registered account constantly, without notice;
v. VMC.ai has the right to remove your registration account at any time without prior notice and for any reason;
vi. you will not impersonate any other individual or legal entity in any way shape or form;
vii. You will not make use of any automated processes to interact with the Registration System in any way, shape or form;
viii. You will validate that you are on the official website of VMC.ai (http://www.vmc.ai) or one of its subdomains before entering any personal details; and
ix. You will not submit any misleading, inaccurate or false information with regards to personal data or other data requested by VMC.ai in the registration process.
3 THE PRIVATE TOKEN SALE
3.1 These Terms, the Registration system or the Site do not constitute an offer or a purchase agreement for tokens, nor a binding solicitation for investments of any kind or any other agreement which gives any right to invest in and/or receive (future) tokens of any kind. Only when VMC.ai B.V. sends a SAFT and/or Token Purchase Agreement to the investor, an offer is made. In any case, no offer to invest in the Tokens is being made directly or indirectly in, nor is it intended to extend to, a country or jurisdiction where such an offer would be considered unlawful or in which it would otherwise breach any applicable law or regulation which would require VMC.ai to file with, or take any additional action with regards to, any governmental, regulatory or legal authority that VMC.ai has not already (possibly) filed with.
3.2 You, the Investor, are solely responsible for searching legal, business, tax, regulatory, accounting and financial advice in the jurisdictions relevant for you when purchasing the Tokens. You should not construe the contents of the Site or these Terms as legal, business, tax, accounting, investment or other advice. VMC.ai is not a financial institution and does not provide financial advice or any other licensed services.
3.3 You further warrant and represent and agree that:
i. You understand that the information, forward-looking statements, documentation, marketing materials and strategies with regard to the Project as found on our Site, blog or any third-party source, including those found in, but not limited to, the Whitepaper, the Lightpaper and the Executive Summary, (the “Marketing Materials”) may turn out to be incorrect, overly optimistic or unfeasible for a variety of reasons, including but without limitation, technical limitations, changes in the legal landscape or other commercial reasons;
ii. You understand that the Marketing Materials are not part of any SAFT and/or Token Purchase Agreement and no rights may be derived from them with regards to the Token Sales;
iii. any information or materials about VMC.ai, the Project and the Token Sales found on third-party websites or received by third-party individuals or legal entities, with the exception of Registration Databases of securities administration bodies, should not be used to base any investment decisions on, as VMC.ai is not able to guarantee its correctness or integrity; and that
iv. you will validate that you are on the official website of VMC.ai (http://www.vmc.ai) or one of its subdomains before entering any personal details or transferring any money or cryptographic token to any bank account or public key address.
4 INTELLECTUAL PROPERTY
4.1. For the purposes of these Terms, “Intellectual Property Rights” means all patent rights, copyright rights, mask work rights, moral rights, rights of publicity, trademark, trade dress and service mark rights, goodwill, trade secret rights and other intellectual property rights as may now exist or hereafter come into existence, and all applications therefore and registrations, renewals and extensions thereof, under the laws of any state, country, territory or other jurisdiction.
4.2 The Site or any Services provided on or through the Site and all materials therein or transferred thereby, including, without limitation, software, images, text, graphics, illustrations, logos, patents, trademarks, service marks, copyrights, photographs, audio, videos, and music (the “VMC Content”), and all Intellectual Property Rights related thereto, are the exclusive property of VMC.ai. Except as explicitly provided herein, nothing in these Terms shall be deemed to create a license in or under any such Intellectual Property Rights, and you agree not to sell, license, rent, modify, distribute, copy, reproduce, transmit, publicly display, publicly perform, publish, adapt, edit or create derivative works from any VMC Content.
4.3 Use of the VMC Content for any purpose not expressly permitted by these Terms is strictly prohibited, with the exception of the contents of the Media Kit, having been specifically designated to be used for media mentions, notwithstanding that what is contained in Article 4.2.
5 NO WARRANTY
5.1 The Site and the Marketing Materials are provided on an ‘as is’ and ‘as available’ basis. VMC.ai reserves the right to change any and all information displayed on the website, including the general plans and strategy of the Project. To the maximum extent permitted by applicable law, the Site and any information or documents provided on or through the Site are provided without warranties of any kind, whether express or implied, including, but not limited to, the correctness of implied and express warranties regarding the Project, VMC.ai’s business, strategy or direction and the Token Sales.
5.2 Without limiting the foregoing, VMC.ai does not warrant that the content on the Site is accurate, reliable, correct or not subject to changes and that the Site or the Registration System meets your requirements or that the Site will be available at any particular time or location.
5.3 VMC.ai does not warrant, endorse, guarantee, or assume responsibility for any investment decision based on information advertised or offered by third-parties of any kind, including those with which VMC.ai has entered into Agreements with.
6.1 You agree to defend, indemnify and hold harmless VMC.ai and, if applicable, its parent, subsidiaries, agents, licensors, managers, and other affiliated companies, and each of their employees, contractors, agents, officers and directors, from and against any and all claims, damages, obligations, losses, liabilities, costs or debt, and expenses (including but not limited to attorney’s fees) arising from:
i. your use of and access to the Site or any Services provided on or through the Site, including any data or content transmitted or received by you;
ii. your violation of any term of these Terms or any of the Service Terms, including without limitation your breach of any of the representations and warranties in these Terms or any of the Service Terms;
iii. your violation of any third-party right, including without limitation any right of privacy or Intellectual Property Rights;
iv. your violation of any applicable law, rule or regulation;
v. your willful misconduct; or
vi. any other party’s access and use of the Site or any Services provided on or through the Site with your unique email, username, password or other appropriate security code, in each case as applicable.
vii. Your failure to properly secure the private key to the wallet containing their tokens, including loss of tokens due to attacks by hackers aimed at the investor, loss of tokens due to stolen devices and/or loss of passwords.
7 LIMITATION OF LIABILITY
7.1. You hereby acknowledge and agree that, due to the high-risk nature of this investment, your understanding hereof and your understanding, agreement, warranties and representations in, in particular, Section 3 of these Terms and the Recitals found in the SAFT you will not hold VMC.ai, its directors, its employees and/or any third party involved with (the creation of) these Terms, the Project and/or the Private Token Sale liable for any direct, punitive or exemplary damages, or any special, consequential, incidental or indirect damages, including lost profits, loss of investment, loss of savings, lost data, lost revenues and loss of business opportunity, whether or not the VMC.ai was aware or should have been aware of the possibility of these damages, caused by or related to (the execution of) this Agreement, the Project and/or the Private Token Sale, unless where these damages are caused by gross negligence or intent on the part of VMC.
7.2 By entering into the Token Purchase Agreement, the Investor will, in particular, notwithstanding the other provisions in this Section and Sections 5 and 3.6.ii, 3.6.iii and 3.6.iv, not hold VMC.ai liable for any damages arising as a result of reliance on the Marketing Materials.
7.3 By entering into the Token Purchase Agreement, the Investor agrees to not personally or via (a) class action(s) hold VMC.ai liable or file for claims for any damages arising out of, or in connection with, the Token Purchase Agreement, the Project and/or the Private Token Sale, insofar permissible by law.
8 GENERAL PROVISIONS
8.1. In case any provision, or part of a provision, in these Terms shall be held invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions, or the remaining part of the partially invalid provision, shall not in any way be affected or impaired thereby.
8.2. Notwithstanding the provisions in this Agreement, you hereby waive your rights to annul and/or dissolve this Agreement, or cause it to be annulled or dissolved, on any grounds whatsoever, including, but not limited to, pursuant to section 6:265 to section 6:272, and section 6:228 of the Dutch Civil Code (Burgerlijk Wetboek) that relate to the annulment or dissolving of this Agreement on account of an error or to apply to a court of law to annul or dissolve this Agreement. Furthermore, you waive your right to demand this Agreement to be amended on any grounds whatsoever including, but not limited to, pursuant to section 6:230(2) or section 6:258 of the Dutch Civil Code.
8.3. These Terms may be amended by VMC.ai at its sole discretion at any time. The amended version will be published on VMC.ai’s token sale website.
8.4 This Agreement is construed under and will be exclusively interpreted under and governed by the laws of the Netherlands.
8.5 The parties submit to the exclusive jurisdiction of the courts of Amsterdam, the Netherlands, for any disputes arising out of, or in connection with this Agreement, including, but not limited to, disputes regarding the existence or validity of this Agreement and any and all questions of interpretation, obligations and rights hereunder.