VeganNation Airdrop - Terms and Conditions

TERMS AND CONDITIONS

By creating and/or signing into your airdrop account on the website and/or accepting these terms and conditions, you hereby agree (i) to become a party to this agreement (the “Agreement”) and (ii) that your counterparty is VeganNation Financial Services Limited, incorporated and registered in England and Wales with company number 11314232 whose registered office is at: 35 Great St. Helen’s, London, United Kingdom EC3A 6AP (the “Customer”).

RECITALS

  1. A. VeganNation is engaged in the development of a project based on blockchain technology with the ultimate goal of setting up a vegan decentralised nation based on that development in which the vegan community unites around a shared economy. The project is further described in the VeganNation green-paper, published VeganNation’s website: https://vegannation.io.
  2. B In order to promote the Project and the VeganNation community, VeganNation has launched an airdrop campaign, in which campaign parties can receive VCN Tokens in exchange for performing pre-determined achievements.
  3. C You are interested in the Project and therefore want to participate in the Airdrop, on the terms and conditions set forth in this Agreement.  
  4. D You realise that any participation in the Airdrop is subject to constant monitoring by VeganNation, whereas VeganNation has the right to exclude you from the campaign at any time without any prior notice or justification whatsoever.
  5. E You realise that any participation in the Airdrop and/or entering into this Agreement does not give you any rights and/or does not oblige VeganNation to (do) anything, except for the actions expressed in this Agreement. More specifically and for the avoidance of doubt: admission to the Airdrop and/or entering into this Agreement does not give you the right and/or does not oblige VeganNation to enter into any further agreement whatsoever and/or to obtain (future) VCN Tokens in any form whatsoever.
  6. F You realise that the Project as described in recital A is very high-risk which means that, among other things but not limited to that, there is a significant risk for you that the VCN Tokens (in the end) will not represent any, or only very limited, actual (monetary) value, and that you specifically, but not limited
    to that:
    1. do not have any opportunity to acquire shares or similar (property and/or equity) rights in VeganNation’s capital;
    2. will not receive any dividend in any form whatsoever;
    3. will not obtain any control over or in VeganNation, or any other legal entity, in any form whatsoever;
    4. realise that the Project’s development is not yet finalised which means that the Project may not be feasible for technical, economic, commercial or other reasons, in which case you do not have any right to compel VeganNation to continue developing the Project, and/or to compel VeganNation to carry out and/or to cause others to carry out any other action(s);
    5. realise that the future VCN Tokens have not been issued yet, which means it may be possible that the VCN Tokens cannot (in practice) be issued as a result of (changed) market conditions, (amended) legislation, (changed) points of view on the part of the regulators and/or for other reasons, so that it is not certain that you will actually obtain the Allocated Tokens, in which case you are not entitled to any compensation in any form whatsoever;
    6. realise that this Agreement is an agreement sui generis and does not in any way constitute a loan agreement, purchase agreement, barter agreement or security, while the funds provided by you do not in any way constitute a debt owed by VeganNation towards you nor does it grant you any rights with respect to VeganNation other than as stipulated in this Agreement;
    7. acknowledge that the VCN Tokens are not securities, within the meaning of the UK Financial Conduct Authority and no items or objects, within the meaning of the UK civil code;
    8. are not entitled to personally or via (a) class action(s) hold VeganNation, its advisors, shareholders and/or its directors, liable for any damages arising out of any of these or the foregoing recitals, nor for any damages arising out of or in connection with (the execution of) this Agreement as a whole and/or the Project.
  7. G In order to illustrate your (technical) knowledge of the status and functioning of blockchain-technology and the application thereof, you hereby acknowledge (that you realise), amongst other things but not limited to, that:
    1. blockchain is a new and largely unregulated form of interaction and doing business. Many jurisdictions have not yet adopted their legal systems to this up and coming application of technology. As a result of this, upcoming changes in legal systems and/or other circumstances may result in substantial changes in the blockchain application and/or (the execution of) the Project and/or the VeganNation platform, which in turn may lead to (the complete) loss (of the value) of the future VCN Tokens; and
    2. once the future VCN Tokens have been transferred by VCN, they are only accessible via a digital wallet that supports the ERC-20 token standard. The wallet requires the means to store and access the private key. If either the private key or wallet is compromised this can result in the unrecoverable and permanent loss of the future VCN Tokens which are held in that wallet.
  8. H You realise and acknowledge that the Project and the VeganNation platform are still in the process of development and this development has no fixed timeline or deadline. VeganNation is the sole representative of the Project. The issuing and distribution of future VCN Tokens is planned 1 (one) month after the end of the VCN token public sale, on a best effort basis. You realise and acknowledge that digital tokens and other blockchain-related technologies are new and untested, and are thus inherently risky. VeganNation is not responsible for any non-performance resulting from adverse changes in market forces or the technology. In addition, you understand that the following, non-exhausting list of risks may occur in relation to the Project and/or the VeganNation Platform:
    1. legal risks regarding securities regulations;
    2. risks associated with blockchain-related technologies;
    3. risks of unfavourable regulatory actions;
    4. risks of cyber theft and hacking;
    5. risks of security weakness of codes & software;
    6. weaknesses of cryptography & mining attacks;
    7. risk of loss of value of tokens;
    8. VeganNation may not meet your expectations;
    9. the VeganNation platform may never be completed; and/or
    10. regulatory risks associated with the airdrop and the VeganNation platform;
  9. I You realise and acknowledge that this Agreement does not constitute an offer or invitation to subscribe for or to purchase any securities nor solicit any investment. You agree to seek professional advice if you are in any doubt as to any aspect of this Agreement.

HAVE AGREED AS FOLLOWS:

  1. Interpretation
    1. In this agreement, the capitalized words have the following meaning:
      Achievementa predetermined task related to the promotion of the Project and/or the VeganNation platform, published on the website or any other website determined by VeganNation
      Agreementthis agreement
      Airdropthe promotion campaign as described in recital B of this Agreement
      Allocated Tokensthe VCN Tokens that you may obtain under this Agreement
      Articlean article of this Agreement
      Available Tokensthe maximum number of VCN Tokens that are available for, and can be earned in the Airdrop
      VeganNaitonsignatory 1
      VeganNation Platformthe decentralised network as described in recital A of this Agreement
      VCN TokensCryptographic ERC-20 tokens which play a central part in the VeganNation platform and the Project
      PartiesVeganNation and you jointly
      Partya party to this Agreement
      Projectthe project as described in recital A of this Agreement
    2. These definitions apply in the singular form as well as in the plural form of these definitions.
    3. The contents of the recitals in this Agreement form an integral part of what the Parties have agreed upon.
    4. The Annexes are an integral part of this Agreement.
  2. Participation in the Airdrop
    1. Your eligibility to participate in the Airdrop is exclusively determined by VeganNation and/or a party designated by VeganNation.
    2. VeganNation has no (further) obligation(s) whatsoever, except as expressed in this Agreement. Any participation in the Airdrop and/or entering into this Agreement does not give you any right, except as expressed in this Agreement. More specifically: under no circumstances does VeganNation have the obligation to enter into any further agreement with you and/or any other person, including, but not limited to, any agreement with respect to the public sale of VCN Tokens.
    3. Participation in the Airdrop is subject to constant monitoring by VeganNation. (Continued) participation in the Airdrop and/or access to your Airdrop account is at the sole discretion of VeganNation. VeganNation has the right to refuse you and/or any person like you (further) participation in the Airdrop at any time, without any prior notice or justification.
    4. You are solely responsible for determining what, if any, taxes apply in your jurisdiction regarding entering into this Agreement. It is also your sole responsibility to withhold, collect, report and remit the correct taxes to the appropriate tax authorities. VeganNation is not responsible for withholding, collecting, reporting, or remitting any sales tax arising from you entering into this Agreement, in any from whatsoever.
  3. Obligations of VeganNation
    1. Any and all obligations of VeganNation as described in this Agreement and this Article 3 will be executed on a best effort basis by VeganNation.
    2. In consideration for performing one or more Achievements, VeganNation hereby undertakes the obligation with respect to you to ensure that you will obtain the Allocated Tokens. The aforementioned obligation is subject to the following cumulative conditions precedent:
      1. the Airdrop takes place;
      2. the VCN Tokens are created; and
      3. you have completed one or more Achievements before the Airdrop ends.
    3. The Allocated Tokens that you will receive under this Agreement, are envisaged to be distributed 1 (one) month after the end of the VCN token sale, which means that the Tokens will be locked up to the actual date of distribution.
    4. The Airdrop ends (i) when the Available Tokens have been allocated, or (ii) at the sole discretion of VeganNation.
    5. The number of Available Tokens is exclusively determined by VeganNation. VeganNation has the right to amend the number of Available Tokens at any time, without prior notice.
  4. Achievements and Allocated Tokens
    1. The number of Allocated Tokens is calculated on the basis of the following table:
      ACHIEVEMENTNumber of Allocated Coins
      Register 10 VCN
      Refer a Friend2 VCN
      Join ALL Social Media Group10 VCN
      Post Photo with VeganNation Frame to 2 Facebook & Twitter20 VCN
    2. Every Achievement can only be completed once, except for the Airdrop referrer achievement which can be completed up to and including 50 (fifty) times.
    3. The observation whether an Achievement has been completed or not, is exclusively determined by VeganNation.
    4. VeganNation has the right to change (the contains of) the Achievements and/or the table in Article 1 at any time, without prior notice.
    5. The Allocated Tokens will be transferred to the wallet address that you provide to VeganNation. This address must be the address of an ERC-20 compatible wallet of which you personally hold the private key yourself.
  5. Representations and warranties from VeganNation to youBy entering into this Agreement, VeganNation represents and warrants to you that:
    1. VeganNation is a duly and legally incorporated private company under the laws of the UK;
    2. VeganNation is not involved in any proceedings or disputes related to this Agreement or the Project; and
    3. entering into this Agreement does not constitute an attributable breach on the part of VeganNation with respect to one or more third parties.
  6. Representations and warranties from you to VeganNationBy entering into this Agreement, you represent and warrant to VeganNation that:
    1. you are legally permitted under the applicable laws to enter into this Agreement and are capable to earn, receive and hold VCN Tokens as described in this Agreement;
    2. you are not under the age of 18 (eighteen) years;
    3. you are not involved in any proceedings or disputes related to this Agreement or the Project;
    4. entering into this Agreement does not constitute an attributable breach on your part with respect to one or more third parties;
    5. you have had the opportunity to conduct a due diligence audit into the Project and its supporting information, while you have obtained from VeganNation, or third parties designated by VeganNation, all the information that is of material interest for entering into this Agreement, which information was found correct, complete and not in any respect misleading;
    6. what has been included in recitals D up to and including I of this Agreement is correct, while you are aware of the risks as described in recitals D up to and including I of this Agreement;
    7. you are entering into this Agreement to provide or receive (future) services with respect to the Project and/or to support the development, testing, deployment and operation of the Project. You are not entering into this Agreement for any other uses or purposes, including, but not limited to, any investment, speculative or other financial purposes;
    8. you have provided VeganNation with an ERC-20 compatible wallet address of which you personally hold the private key;
    9. you will comply with any applicable tax obligations in your jurisdiction arising from you entering into this Agreement; and
    10. you are not a citizen of Afghanistan, Bahamas, Bosnia and Herzegovina, Botswana, Canada, Democratic People’s Republic of Korea (North Korea), Ethiopia, Ghana, Guyana, Iran, Iraq, Lao PDR, Pakistan, Serbia, Sri Lanka, Syria, Trinidad and Tobago, Tunisia, Uganda, United States of America (USA), Vanuatu or Yemen.
  7. Warranty
    1. VeganNation is not bound to give you any warranty, indemnity or a combination thereof regarding the VCN Tokens, the VeganNation Platform, the Project and/or any other respect in any form whatsoever.
    2. By entering into this Agreement, you acknowledge and agree that you will not hold VeganNation, its directors, its employees and/or any third party involved with the (creation of this) Agreement and/or the Project liable for any and all damages caused by and/or related to this Agreement and/or to the Project. You are not entitled to personally or via a class action hold VeganNation, its directors, its employees and/or any third party involved with the (creation of this) Agreement and/or the Project liable or file for claims for any damages arising out of or in connection with this Agreement and/or the Project.
    3. By entering into this Agreement you acknowledge and agree that you will indemnify VeganNation, its directors, its employees and/or any third party involved with the (creation of this) Agreement and/or the Project against (any) third-party claim(s), including but not limited to the claims, which arise from you entering into this Agreement and/or a breach of any or all warranties as described in Article 6.
  8. Termination of this Agreement
    1. VeganNation reserves the right to stop the Airdrop at any time and/or change the terms and conditions at any time without prior notice.
    2. As soon as (i) you have obtained the Allocated Tokens, or (ii) the Airdrop ends, this Agreement will automatically terminate.
    3. VeganNation is entitled to terminate this Agreement with immediate effect, and without any prior warning or due regard of any (termination) notice.
    4. The obligations set forth in Articles 6, 7 and 9 shall survive the termination of this Agreement indefinitely.
  9. Other provisions
    1. Each Party pays its own expenses incurred for the realisation and execution of this Agreement, including the consultants’ fees.
    2. All the communications, notices and announcements under this Agreement must be made in writing.
    3. This Agreement includes all the arrangements between the Parties relating to the Airdrop and replaces all the previously written and oral arrangements made between the Parties in this matter, except for and notwithstanding any confidentiality agreement entered into by the Parties.
    4. If a provision of this Agreement turns out to be void or non-binding, the Parties continue to be bound to the other provisions of this Agreement.
    5. 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.
    6. The rights and powers vested in you to rely on a settlement, setoff and/or suspension are excluded with the exception of the provisions in this Agreement in this regard.
    7. The claims that may ensue from this Agreement, including but not limited to your right to obtain the Allocated Tokens as mentioned in Article 2, cannot be transferred.
    8. This Agreement and any non-contractual obligations arising out of or in connection with the Agreement and/or the Project are solely and exclusively governed by and shall be construed in accordance with the laws of the UK.
    9. Any disputes arising out of or in connection with this Agreement and/or the Project, including regarding the existence or validity of this Agreement, and any non-contractual obligations arising out of or in connection with this Agreement and/or the Project, are subject to the sole and exclusive jurisdiction of the competent court in the UK.