Terms of Coin Sale
Token Purchase Agreement
THIS TOKEN PURCHASE AGREEMENT (this “Agreement”) is made effective as of the 28th day of MAY, 2020 between BLOCKVILA FINTECH LTD . a Limited Liability company incorporated under the laws of the Federal Republic of Nigeria and whose principal place of business is at 20 Mbonu Street, D-Line, Portharcourt, Rivers State, Nigeria. (hereinafter be referred to as BLOCKVILA) and you or the entity that you represent (“Buyer” or “you”)
BLOCKVILA is engaged in crypto currency business and has floated its own crypto currency token known as VILA Token and listed same in the exchange market.
BLOCKVILA is issuing and selling up its VILA Tokens for the purposes indicated in the Website, during Token Sales event that commenced on 8th June 2020.
The Buyer is interested in purchasing VILA Tokens.
NOW, THEREFORE, it is mutually agreed as hereafter set forth:
1.1. The following words and phrases used in this Agreement shall have the following meanings, except where the context clearly requires otherwise:
“Company Parties” means BLOCKVILA and its respective past, present and future employees, officers, directors, contractors, consultants, attorneys, accountants, financial advisors, equity holders, suppliers, vendors, service providers, subsidiaries, affiliates, agents, representatives, predecessors, successors and assigns. "Company Party" means one of the foregoing, as the case may be.
“Cryptocurrency” means Bitcoin (BTC), Ethereum (ETH) and other cryptocurrency which Company will accept as the payment for VILA Tokens.
“Damages” means damages, losses, liabilities, costs or expenses of any kind, whether direct or indirect, consequential, compensatory, incidental, actual, exemplary, punitive or special and including, without limitation, any loss of business, revenues, profits, data, use, goodwill or other intangible losses.
“Disputes” has the meaning set out in Article 10.2.
“Fiat Currencies” means the legal tender currency circulated in specific country or region, such as US dollars, Euro, etc.
“GDPR” means the new EU General Data Protection Regulations, which came into force on 25 May 2018.
“BlockVila Platform” means the solution described in the websites and developed by the Company.
“VILA Coins” has the meaning ascribed to it in the foregoing Preamble.
“Notices” has the meaning set out in Article 13.8.
“Restricted Persons” has the meaning, set out in Article 3.3.
“Services” means the services and other use cases which VILA provides to the holders of the VILA Tokens via the BlockVila.com Platform and which are more specifically described in the White Paper.
“Token Generation Event” means the event organized by the Company to sell VILA Tokens as set out in the White Paper (as may be amended from time to time).
“Website" means https://BlockVila.com and all sub domains and all their respective pages.
“White Paper” means the document describing the BlockVila.com Platform, the VILA Tokens, the Services, and other matters related to the BlockVila.com Platform, and available on the Website (as may be amended from time to time).
2. SALE-PURCHASE OF VILA TOKENS AND LEGAL STATUS OF VILA TOKENS
2.1. BLOCKVILA is conducting a sale of VILA Tokens which began on 30th November.
2.2. Subject to the terms and conditions provided under this Agreement, the BLOCKVILA sells her VILA Tokens to the Buyer at the current price displayed in www.token.BlockVila.com in $ per VILA Token.
2.3. Payment for VILA Tokens shall be made, at Buyer’s discretion:
- in Crypto currency by transfer to the Crypto currency wallet address, which details is available on the Website.
2.4. There is a minimal amount of payment for the VILA Tokens that Buyer will be able to make. At any specific time, such minimal amount may vary for different Fiat Currencies/Crypto currencies, depending on the applicable exchange rate between the payment currency and Ethereum (ETH). The information on such minimal amount will be available on the Website at any specific time. VILA Token is divisible; therefore fractional share of VILA Token may be purchased.
2.6. VILA Tokens are intended to be used only:
a) to enable usage of and interaction with the blockvila.com Platforms and to support its development and operation as it is strictly described in the White Paper;
- as a means to obtain the Services as it is strictly described in the White Paper;
- as a means to obtain the potential benefits provided in the White Paper.
2.7. Buyer hereby accepts explicitly and further agrees that:
- it is the sole responsibility of Buyer to determine if Buyer can legally purchase the VILA Tokens in his jurisdiction and whether Buyer can then resell the VILA Tokens to another purchaser in any given jurisdiction; and
- it is not acquiring the VILA Tokens for any other uses or purposes, except for as specified in Article 2.6.; and
- none of the Company Parties has other obligations, except as expressly stated in this Agreement.
2.8. Additional details with respect to the VILA Tokens, the Services and BlockVila.com Platform are provided in the White Paper.
2.9. Ownership of the VILA Tokens carries no rights, express or implied, other than the right to use the VILA Tokens and obtain the Services and the potential benefits as specified in Article 2.6. In particular, VILA Tokens:
- do not provide Buyer with rights of any form with respect to any of the Company Parties or its revenues or assets, including any voting, distribution, redemption, liquidation, proprietary (including all forms of Intellectual Property), or other financial or legal rights;
b) do not represent any form of loan to any of the Company Parties. 3. GENERAL PROVISIONS ON VILA TOKEN SALE PROCEDURE
3.1. The substantial information about the procedures and material specifications of the VILA Token Sale are provided in the White Paper, including details regarding the timing, pricing of the VILA Token Generation Event, and the number of VILA Tokens to be sold and distributed. Further to the information on the whitepaper, Buyer shall observe the following procedures:
- User is required to have an Ether address in order to receive purchased Tokens.
- Purchased Tokens shall be transferred to the Ether address appointed by the User, after payment of the price and in case they are claimed by the User. PROVIDED that BLOCKVILA bears no responsibility and has no obligation to return any funds in case the Ether address appointed by the User is incorrect, inactive, not reachable and/or the User has not claimed his/her purchased Tokens.
3.2. Buyer acknowledges that he understands and has no objection to these procedures and material specifications. Failure to follow such procedures may result in Buyer not receiving any VILA Tokens.
3.3. VILA Tokens are not being offered or distributed to the following restricted persons (the “Restricted Persons”):
- citizens of, natural and legal persons, having their habitual residence, location or their seat of incorporation in Canada and in the United States of America (including its states and the district of Columbia), Puerto Rico, the Virgin Islands of the United States, or any other possessions of the United States of America; and
- citizens of, natural and legal persons, having their habitual residence, location or their seat of incorporation in the country or territory where transactions with digital tokens are prohibited or in any manner restricted by applicable laws or regulations, or will become so prohibited or restricted at any time after this Agreement becomes effective.
3.4. The Restricted Persons are strictly prohibited and restricted from purchasing and using the VILA Tokens and Company Parties are not soliciting purchases and usage by Restricted Persons in any way.
4. SECURITY OF BUYER’S VILA TOKENS
4.1. Buyer shall implement reasonable measures for securing the wallet, vault or other storage mechanism utilized to receive and hold the purchased VILA Tokens, including any requisite private keys or other credentials necessary to access such storage mechanisms.
4.2. In the case that Buyer is no longer in possession of Buyer’s private keys or any device associated with Buyer’s account or is not able to provide Buyer’s login or identifying credentials, Buyer may lose all of Buyer’s VILA Tokens and/or access to Buyer’s account. Company Parties are under no obligation to recover any VILA Tokens and are not liable for such loss of Buyer's VILA Tokens.
5. KNOW YOUR CUSTOMER AND ANTI-MONEY LAUNDERING
5.1. Company reserves the right to conduct "Know Your Customer" and "Anti-Money Laundering" checks on Buyers if it deems such necessary or it becomes required by the applicable laws.
5.2. Upon any Company Party’s request, Buyer shall immediately provide to respective Company Party information and documents that such Company Party, in its sole discretion, deems necessary or appropriate to conduct "Know Your Customer" and "Anti-Money Laundering" checks. Such documents may include, but are not limited to, passports, driver’s licenses, Utility bills, photographs of associated individuals, government identification cards or sworn statements. BLOCKVILA may, in its sole discretion, refuse to distribute VILA Tokens to Buyer until such requested information is provided.
5.3. Company reserves the right to refuse or reject the offer on acquisition of the VILA Tokens from Buyer that, according to the information available to Company Parties, is suspected in receiving the funds used for the VILA Token purchase or in using the VILA Tokens or the BlockVila.com Platform, with the aim of money laundering, terrorism financing, or any other illegal activity. In addition, Company has the right to use any possible efforts for preventing the money laundering and terrorism financing.
6. BUYER’S REPRESENTATION AND WARRANTIES
6.1. By concluding the Agreement, Buyer represents and warrants to each of the Company Parties that each of the following representations and warranties is true, accurate and not misleading on the date of conclusion of the Agreement:
7.2. Buyer has read and understood the risks related to the VILA Tokens and usage of the BlockVila.com Platform specified in the Website.
7.3. Buyer has sufficient understanding of the functionality, usage, storage, transmission mechanisms and other material characteristics of cryptographic tokens, token storage mechanisms (such as token wallets), blockchain technology and blockchain-based
software systems to understand this Agreement and to appreciate the risks and implications of purchasing the VILA Tokens.
7.4. Buyer appreciates the risks and implications of using the VILA Tokens, Website, the Services, and method of payment for the Services specified on the Website, as well as knows how to manage them, and Buyer is solely responsible for any evaluations based on such knowledge.
7.5. Buyer has obtained sufficient information about the VILA Tokens to make an informed decision to purchase the VILA Tokens.
7.6. Buyer understands that the value of the VILA Tokens over time may experience extreme volatility or depreciate in full.
7.7. Buyer has all requisite power and authority to enter into this Agreement, to purchase the VILA Tokens, to use the Website and the Services and to carry out and perform his obligations under this Agreement.
7.8. Buyer is of sufficient age and capacity to purchase the VILA Tokens in accordance with the laws and regulations of the Buyer’s country of residence or any other applicable requirement.
7.9. Buyer is not a Restricted Person and does not represent a Restricted Person.
7.10.The assets, including any digital assets, fiat currency, virtual currency or Crypto currency, Buyer uses to purchase the VILA Tokens are not derived from or related to any unlawful activities, including but not limited to money laundering or terrorist financing, and Buyer will not use the VILA Tokens to finance, engage in, or otherwise support any unlawful activities.
- NO COMPANY PARTIES’ REPRESENTATION AND WARRANTIES
8.1. Buyer hereby acknowledges and agrees that the VILA Tokens are sold on an "as is", "as available" and "with all faults" basis and Buyer purchases the VILA Tokens exclusively at his own risk without any express or implied representations and/or warranties of any kind by Company Parties.
8.2. Company and other Company Parties (if applicable) expressly disclaim all express and implied warranties and representations as to the VILA Tokens and the BlockVila.com Platform. None of the Company Parties makes any representations or warranties, express or implied, including:
- any warranties and representations with respect to the content, information, data, availability, uninterrupted access, Services, or products provided through or in connection with the VILA Tokens, the BlockVila.com Platform and the Website;
- any warranties and representations that the Website or the server that makes it available are free of viruses, worms, trojan horses or other harmful components;
- any warranties and representations that the Website, its content and any Services or products provided through it are error-free or that defects in the Website, its content or the Services or products will be corrected;
- any warranties and representations of title or merchantability or fitness for a particular purpose with respect to the BlockVila.com Platform, the VILA Tokens or their utility, or the ability of anyone to purchase or use the VILA Tokens;
- any warranties and representations of non-infringement.
9. LIMITATION OF LIABILITY AND INDEMNIFICATION
9.1. In no event will any of Company Parties be liable for any claims, Damages, liabilities, losses, costs or expenses of any kind, whether direct or indirect, consequential, compensatory, incidental, actual, exemplary, punitive or special (including Damages for loss of business, revenues, profits, data, use, goodwill or other intangible losses) regardless of whether the Company Parties have been advised of the possibility of such Damages, liabilities, losses, costs or expenses, arising out or in connection with:
- the sale of VILA Coins;
- the use or performance of the VILA coins, the Website or the Services;
- any material or information available from the Website;
- any conduct or content of any third party;
- unauthorized access, use or alteration of the transmission of data or content to or from the Company Parties; or
- the failure to receive in any way the transmission of any data, content, funds or property from Buyer;
- any unlawful access to or use of the VILA Tokens, of the Website, any of its content, or the Services;
- any reliance on, or decision made on the basis of, information or material shown on or omitted from the Website;
- the performance of the VILA Tokens, the Website and any fault, delays, interruptions or lack of availability of the Website, the Services, or products provided through the Website, which may occur due to increased usage of the Website, intermittent failures of the Website or the need for repairs, maintenance or the introduction of new facilities, products or services; and
- any information or material on any website operated by a third party which may be accessed from the Website.
9.2. To the fullest extent permitted by applicable law, in no event will the aggregate liability of the Company Parties (jointly), whether in contract, warranty, tort (including negligence, whether active, passive or imputed), or other theory, arising out of or relating to this Agreement or the use of or inability to use the VILA Tokens, the BlockVila.com Platform, the Website or the Services, exceed the amount paid to Company for VILA Tokens, content, access to the Website or use of the Services.
9.3. To the fullest extent permitted by applicable law, Buyer disclaims any right or cause of action against any of the Company Parties of any kind in any jurisdiction that would give rise to any Damages whatsoever, on the part of any Company Party.
9.4. Buyer understands and agrees that it is Buyer's obligation to ensure compliance with any legislation relevant to his country of domicile concerning purchase and use of the VILA Tokens and that Company Parties should not accept any liability for any illegal or unauthorized purchase or use of the VILA Tokens.
9.5. To the fullest extent permitted by applicable law, Buyer will indemnify, defend and hold harmless and reimburse Company Parties from and against any and all claims, demands, actions, Damages, losses, costs and expenses (including attorneys’ fees) incurred by a Company Party arising from or relating to:
- Buyer's purchase or use of the VILA Tokens or the BlockVila.com Platform;
- Buyer’s access to or use of the Website or the Services;
- Buyer’s violation of any rights of any other person or entity; and/or
- any act or omission of Buyer that is negligent, unlawful or constitutes wilful misconduct.
9.6. Company reserves the right to exercise sole control over the defence, at Buyer's expense, of any claim subject to indemnification under Article 9.5. This indemnity is in addition to, and not in lieu of, any other indemnities set forth in a written agreement between Buyer and Company.
10. FORCE MAJEURE AND RELEASES
10.1. Company Parties shall not be liable and disclaims all liability to Buyer in connection with any force majeure event, including acts of God, labour disputes or other industrial disturbances, electrical, telecommunications, hardware, software or other utility failures, software or smart contract bugs or weaknesses, earthquakes, storms, or other nature-related events, blockages, embargoes, riots, acts or orders of government, acts of terrorism or war, technological change, changes in interest rates or other monetary conditions, and, for the avoidance of doubt, changes to any blockchain-related protocol.
10.2. If an event of force majeure occurs, the party injured hereto by the other’s inability to perform may elect to suspend this Agreement, in whole or part, for the duration of the force majeure circumstances. The party hereto experiencing the force majeure circumstances shall cooperate with and assist the injured party in all reasonable ways to minimize the impact of force majeure on the injured party.
10.3. To the fullest extent permitted by applicable law, Buyer releases the Company Parties from responsibility, liability, claims, demands, and/or Damages (actual and consequential) of every kind and nature, known and unknown (including, but not limited to, claims of negligence), arising out of or related to disputes between Buyer and Company Parties and the acts or omissions of third parties.
10.4. Buyer expressly waives any statute or common law principles that would otherwise limit the coverage of this release to include only those claims which Buyer may know or suspect to exist in favour of Buyer at the time of agreeing to this release.
11. GOVERNING LAW AND DISPUTE RESOLUTION
11.1. This Agreement will be governed by and construed and enforced in accordance with the laws of the United Kingdom, without regard to conflict of law rules or principles that would cause the application of the laws of any other jurisdiction.
11.2. Buyer and Company shall cooperate in good faith to resolve any dispute arising out of or in connection with this Agreement, including any question regarding its existence, validity, interpretation, breach or termination, and any non-contractual obligation or
other matter arising out of or in connection with them (“Disputes”). If the parties hereto are unable to resolve a Dispute within 90 days of notice of such Dispute, such Dispute shall be finally settled in arbitration proceeding as stipulated in Articles 11.4-11.5.
11.3. Any Dispute is personal to Buyer and 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 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.
11.4. Any Dispute shall be referred to and finally resolved by arbitration under the Rules of the London Court of International Arbitration in force on the date on which the arbitration is commenced, which Rules are deemed to be incorporated by reference into this Article. The tribunal shall consist of a sole arbitrator appointed jointly by both parties to this agreement.
11.5. The seat of the arbitration shall be London, the United Kingdom. The language of the arbitration shall be English.
12. TERMINATION OF AGREEMENT
12.1. This Agreement shall terminate upon the performance of all obligations of the parties hereof. In addition to the cases stated herein, Company reserves the right to terminate this Agreement at any time in its sole discretion, including in the event that Buyer breaches this Agreement.
12.2. Upon termination of this Agreement:
- all of Buyer’s rights under this Agreement immediately terminate;
- Buyer is not entitled to a refund of any amount paid, unless otherwise strictly provided herein or in the White Paper; and
- Article 6 (Buyer's Responsibility for the Taxes), Article 6 (Buyer’s Representations and Warranties), Article 0 (Limitation of Liability and Indemnification), Article 11 (Governing Law and Dispute Resolution) Article 12 (Termination of Agreement), Article 13 (Data Privacy) and Article 14 (Miscellaneous) shall continue to apply in accordance with their terms.
13. DATA PRIVACY
13.1. BLOCKVILA is committed to protecting buyer’s personal information with the highest level of integrity. This policy is intended to inform buyer of our privacy practices in association with the collection and use of buyer’s information obtained through our website (www.BlockVila.com), services, and applications.
13.2. BLOCKVILA does not collect any personal information from visitors of our website. However, if you use and/or purchase our services or applications, there may be some information we collect. When we need information that personally identifies you or allows us to contact you, we will explicitly ask you for it. For example, to use the BlockVila.com solution service, we may collect, store, and access one or more of the following: (1) an email address; (2) photos or video that you upload through the application or otherwise provide to us; and (3) a biometric template, comprised of a list of numbers created by us from the photos or videos you uploaded. In addition we will store any information you provide to our sales department within one of our contact forms.
13.3. The personal information we collect from buyer will be used to provide the service(s) or carry out the transaction(s) buyer has requested or authorized. In support of these uses, BLOCKVILA may also use personal information to provide BUYER with more effective customer service, and to improve our products or services. BLOCKVILA may also use your email address to contact you regarding administrative notices from time to time. Information that is collected by or sent to us may be stored and processed in any country in which BLOCKVILA maintain facilities. By using any of our products or services, you consent to any such transfer of information outside of your country.
13.4. BLOCKVILA may use demographic information collected from buyer during the registration or purchase process (including age, location and gender data) or aggregate information from all of our users and provide that information in the aggregate to other parties, including advertisers, for marketing and promotional purposes. However, if we do so, that information will not be in the form that will allow any third party to identify you personally.
13.5. When you visit our website, we automatically collect certain other information about you. This includes the URL that you just came from, the URL you next go to, the browser you are using, your IP address, the pages you visit, and the types of services you purchase.
13.6. Except as described in this statement, personal information you provide will not be transferred to third parties without your consent.
13.8. We do not sell or rent any personally identifiable information about you to any third party. In addition, we must (and you authorize us to) disclose any information about you to private entities, law enforcement or other government officials as we, in our sole discretion, believe necessary or appropriate to address or resolve inquiries or problems, or comply with court orders, information requests from government agencies, or other legal or regulatory actions.
- SECURITY OF INFORMATION
13.1 BLOCKVILA is committed to protecting the security of your information. We use a variety of security VILA and procedures to help protect your information from unauthorized access, use, or disclosure. However, please know that due to the existing legal and technical environment, we cannot guarantee that any personal information we obtain will not be disclosed to third parties in ways not described in this policy.
13.2. BlockVila.com takes reasonable precautions such as policy-based access control to protect Data in our possession from loss, misuse, and unauthorized access. BlockVila.com follows generally accepted industry standards to protect the Data, both during transmission and once received by BlockVila.com. However, no method of transmission over the Internet or method of electronic storage is 100% secure. While BlockVila.com strives to protect your Data, BlockVila.com does not guarantee its security.
13.3. BlockVila.com does not share or disclose any of your Personally Identifiable Information, except as described in this section.
- Agents, consultants and related third parties: BlockVila.com uses third party vendors to perform certain business-related functions. Examples of such functions include data storage services, database maintenance services and payment processing. When BlockVila.com employs such third party vendors to perform services on its behalf, BlockVila.com will only provide them with the Personally Identifiable Information that they need to perform their specific function. Each third party vendor is required to keep such Personally Identifiable Information confidential and not to use such Personally Identifiable Information for any purpose other than providing services to BlockVila.com.
- Business transfers: BlockVila.com reserves the right to sell or buy businesses or assets. In the event of a corporate sale, merger, reorganization, dissolution or similar event, Personally Identifiable Information may be part of the transferred assets. You acknowledge that such transfers may occur, and that any acquirer or successor of BlockVila.com may continue to use your Personally Identifiable Information as set forth in this policy.
- Legal requirements and other circumstances: BlockVila.com may disclose Personally Identifiable Information if required by law or if it believes in the good faith belief that such action is necessary to: (a) comply with a legal obligation, (b) protect and defend the rights or property of BlockVila.com, or (c) to protect the property or safety of users of the BlockVila.com Site or Services or any third party. If BlockVila.com is required by law to disclose any of your Personally Identifiable Information, then we will use reasonable efforts to provide you with notice of that disclosure requirement, unless we are prohibited from doing so by statute, subpoena or court or administrative order. In addition, if BlockVila.com does not believe the disclosure request has been properly issued, then BlockVila.com will object to such request.
"updated" date. We encourage you to periodically review this statement to be informed of how we are protecting your information.
13.5. If you have questions about this privacy statement, please write to [email protected]
14.2. Where there happens to be any conflict or inconsistency between this agreement and the Website or any other document published from time to time on the Website (including but not limited to the White Paper), this Agreement prevails to the extent of such conflict or inconsistency.
14.3. This Agreement supersedes all prior or contemporaneous representations, understandings, agreements, or communications between Buyer and any of the Company Parties, whether written or verbal, regarding the subject matter of this Agreement.
14.4. Company may assign Company’s rights and obligations under this Agreement without Buyer's consent.
14.5. Company's failure to exercise or enforce any right or provision of this Agreement will not operate as a waiver of such right or provision and will not limit Company’s right to enforce such right or provision at a later time. All waivers by Company must be unequivocal and in writing to be effective.
14.6. Except as otherwise provided herein, this Agreement is intended solely for the benefit of Buyer and Company and is not intended to confer third-party beneficiary rights upon any other person or entity.
14.7 Each party hereto has had an unlimited and real opportunity to influence the terms of this Agreement as well as to propose, exclude and add any provisions of this Agreement. All the terms of this Agreement are agreed by parties hereto jointly. The circumstances of the preparation of this Agreement should not affect the interpretation of its terms and the sharing of the burden of proof between the parties hereto. If Buyer has any proposals to amend, correct or add this Agreement, he can contact Company by email ([email protected])
15.1. Should any provision of this Agreement, or any provision incorporated into this Agreement in the future, be or become illegal, invalid or unenforceable under the laws of any jurisdiction, the legality, validity or enforceability in that jurisdiction of the other provisions of this Agreement shall not be affected thereby.
16.1. All notices, requests, claims, demands and other communications concerning this Agreement ("Notices") that a Company Party provides to Buyer, including this Agreement, will be provided in electronic form by:
- posting a Notice on the Website;
- sending a Notice through User Account;
- sending an email to the email address which is associated with the Buyer’s User
16.2. Notices provided by posting on the Website will be effective upon posting and Notices provided by email will be effective when a Company Party sends the Notice. It is Buyer's responsibility to keep his email address current. Buyer will be deemed to have received any email sent to the email address then associated with his account when a Company Party sends the email, whether or not Buyer actually receives or reads the email.
16.3. Notices that Buyer provides to a Company Party must be in the English language and delivered to the Company Party by email ([email protected]). Such Notices will be effective one business day after they are sent.
BLOCKVILA hereby executes this agreement in the manner set out hereunder