Jul 19, 2018

Terms of Use

TERMS AND CONDITIONS

The following terms and conditions (these “Terms”) govern the initial token sale (the “Token Sale”) by VRC Technology Corporation (the “Company”) for the sale by the Company to you, and the purchase by you from the Company, of the VRC tokens (the “VRC tokens”) during the Sale Period (as defined in Paragraph 3.1).

PLEASE READ THE TERMS SET OUT HEREIN CAREFULLY. THIS DOCUMENT AND THESE TERMS DO NOT CONSTITUTE A PROSPECTUS OR OFFER DOCUMENT OF ANY SORT AND ARE NOT INTENDED TO CONSTITUTE AN OFFER OF SECURITIES OR A SOLICITATION FOR INVESTMENT IN SECURITIES IN ANY JURISDICTION. BY ACCEPTING THESE TERMS AND PURCHASING THE TOKENS, YOU AGREE TO BE LEGALLY BOUND BY THESE TERMS AND YOU EXPRESSLY ACKNOWLEDGE AND REPRESENT THAT YOU HAVE CAREFULLY REVIEWED THESE TERMS AND FULLY UNDERSTAND THE RISKS, COSTS, AND BENEFITS OF PURCHASING THE TOKENS. IF YOU DO NOT AGREE TO THESE TERMS, PLEASE SKIP INVESTING IN OUR PROJECT.

You and the Company agree as follows:

1. INTRODUCTION AND SCOPE OF TERMS

1.1 Unless otherwise stated herein, these Terms and the Appendix of this Contract shall govern your purchase of VRC Tokens from the Company in the Token Sale during the Sale Period.

1.2 The Company, no. 170,410, is incorporated at New Horizon Building, Ground Floor, 31/2 Miles Philip S.W. Goldson Highway, Belize City, Belize.

1.3 Please note that only our Company can issue VRC Token. For more information, please visit: https://www.vrcmarket.io/

1.4 The proceeds from the Token Sale will be used for financing the operations of the Company and the further development and advancement of blockchain-based software systems, blockchain technology that is related to the Payment Platform, the development and improvement of web3d system.

2. TOKEN PURCHASE CONTRACT

2.1 You shall not participate in the Token Sale if there are applicable legal restrictions in your country of residence or domicile. It is your sole responsibility to ensure that your participation in the Token Sale is not prohibited under the applicable legal restrictions in your country of residence or domicile.

2.2 Further, you shall not be eligible to, and you shall not, make any purchases of RC Tokens under these Terms if you are a citizen, resident (tax or otherwise) or green card holder of the United States of America or a citizen or resident of the Republic of Singapore.

3. SALE PERIOD

Coming soon

4. ACCEPTED CRYPTOCURRENCIES, PURCHASE PRICE AND PAYMENT PROCEDURE

Purchases only through Sale Website

4.1 You may only make purchases of VRC Tokens in the Token Sale through the website at https://vrcmarket.io (the “Sale Website”) and no other website or place. In the event that you make any purchase of VRC Tokens through any website or place other than the Sale Website:

(a) the Company shall have no obligation to deliver, and you shall have no right to receive, any VRC Tokens;

(b) the Company shall have no obligation to provide, and you shall have no right to receive, any refund for any part of the payments made by you through such other website or place; and

(c) the Company shall have no obligations in any manner or form to you in respect of such purchase.

Accepted cryptocurrencies for payment

4.2. The Company shall accept, as payment for purchases of VRC Tokens, only

(a) Ether (“ETH”) of the Ethereum blockchain;

(b) Bitcoin (“BTC”)

No legal tender, fiat currencies, cryptocurrencies, blockchain assets or tokens other than ETH, BTC shall be accepted as payment for VRC Tokens. Your purchase of VRC Tokens under these Terms shall be deemed to be confirmed upon validation and verification of payment for your purchase on the relevant blockchain.

Purchase price and minimum purchase amount

4.3. The purchase price (the “Purchase Price”) of VRC Tokens in the Token Sale is one (1) ETH for six hundred (600) VRC Tokens. The Company reserves the right, to be exercised in its sole and absolute discretion, to adjust the Purchase Price at any time during the Sale Period.

4.4. The minimum token amount for each purchase is sixty (60) VRC Tokens (the "Minimum Purchase Amount").

4.5. In the event that you attempt to make any purchase below the Minimum Purchase Amount, and you have made any payment for such attempted purchase of VRC Tokens, you acknowledge and agree, regardless of whether such purchases are reflected as validated and verified on the relevant blockchain, that:

(a) provided that such payment is received in the Escrow Wallet and notwithstanding any provision in these Terms, the Company shall, in its sole and absolute discretion, provide a refund in full without interest and net of all administrative and/or third party charges and/or other transaction fees (if any) that may be incurred in connection with such refund; in which case such administrative and/or third party charges and/or other transaction fees (if any) incurred in connection with such refund shall be borne by you;

 

(b) in the case where Paragraph 4.5 (a) is applicable, save for the Company’s obligation to provide such refund thereunder, the Company shall have no obligations in any form or manner whatsoever to you in respect of such purchase; and

(c) save for your right to receive a refund under Paragraph 4.5 (a), you hereby waive all rights, claims and/or courses of action (present or future) under law (including any tortious claims) or contract against the Company in connection with or arising from such purchase, and shall further hold harmless, the Company from and against any and all losses, damages, taxes, liabilities and expenses that may be incurred by the Company in connection with or arising from such purchase.

4.6 In case you purchase VRC Tokens using BTC:

(a) the value of BTC in ETH will be calculated via a reasonable exchange rate that the Company, in its sole and absolute discretion, determines on the basis of the current exchange rate of a cryptocurrency exchange at the moment your payment for the purchase is made, validated and verified on relevant blockchain; and

(b) such value in ETH and the Purchase Price shall be used for purposes of determining the number of VRC Tokens you are entitled to receive, with such number of VRC Tokens being equivalent to the number derived from dividing such value in ETH by the Purchase Price, and any fractional number of VRC Tokens shall be rounded down to the nearest whole number; and

(c) such value in ETH shall be used for purposes of determining if the value of all confirmed purchases in the Token Sale is in excess of the Target Aggregate Amount under Paragraph 3.2.

Address for directing payments and holding of accepted cryptocurrencies in escrow until delivery of VRC Tokens

4.7. You shall transfer ETH or BTC as payment for your purchase to a relevant cryptocurrency wallet (the “Escrow Wallet”) as may be provided on the Sale Website.

4.8. The payment as received in the Escrow Wallet shall be held therein until the delivery of VRC Tokens in accordance with Paragraph 7. Upon such delivery of VRC Tokens, the payment in the Escrow Wallet shall be released and transferred to such address of a relevant cryptocurrency wallet as may be designated by the Company for purposes of such receipt.

4.9. Any payment for your purchase of VRC Tokens in the Token Sale shall be made to only the multi-signature address of the Escrow Wallet and no other address. In the event that any payment is made to any other address or any other place, you agree and acknowledge that:

(a) such payments will not be received by the Company and shall be regarded as invalid payments by the Company, and the Company shall not be under any obligation whatsoever to deliver any VRC Tokens to you;

(b) the Company shall have no obligations in any form or manner whatsoever to you in respect of such purchase; and

(c) you hereby waive all rights, claims and/or courses of action (present or future) under law (including any tortious claims) or contract against the Company in connection with or arising from such purchase, and shall further hold harmless, the Company from and against any and all losses, damages, taxes, liabilities and expenses that may be incurred by the Company in connection with or arising from such purchase.

Attempts to double spend and purchases in violation of laws

4.10. In the event that the Company discovers, at any time after your acceptance of these Terms and prior to the delivery of VRC Tokens and Bonus VRC Tokens in accordance with Paragraph 7, any attempt by you to double spend (as defined below) ETH, BTC in payment for your purchase, or that your purchase of RC Tokens is determined to be in violation of any applicable laws, regulations or rules, and you have made any payment for such attempted purchase or such purchase in violation of any applicable laws, regulations or rules, you acknowledge and agree, regardless of whether such purchases are reflected as validated and verified on the relevant blockchain, that:

(a) any such payment as made by you and received in the Escrow Wallet for such attempted purchase shall be released and transferred to such address of a relevant cryptocurrency wallet as may be designated by the Company for purposes of receipt of the same and such received payment shall be utilised by the Company for purposes of development of its blokchain-based systems and blockchain technology, or such other purposes as the Company may in its sole and absolute discretion determine;

(b) the Company shall have no obligation to provide, and you shall have no right to receive, any refund for any payment made by you and received in the Escrow Wallet;

(c) the Company shall not be obliged to deliver any VRC Tokens to you and shall have no obligations in any form or manner whatsoever to you in respect of such purchase; and

(d) you hereby waive all rights, claims and/or courses of action (present or future) under law (including any tortious claims) or contract against the Company in connection with or arising from such purchase, and shall further hold harmless, the Company from and against any and all losses, damages, taxes, liabilities and expenses that may be incurred by the Company in connection with or arising from such purchase.

For purposes of these Terms, an attempt to “double spend” means an attempt to undertake two (2) different transactions on the Ethereum network or any other cryptocurrency networks and spend the same account balance on each of the transactions.

5. OBLIGATONS

5.1. For purposes of your payment for any purchase and receipt of any refund (where applicable) in the Token Sale, you shall establish and maintain, in fully operational, secure and valid status:

(a) in case you make payment for your purchase of VRC Token using ETH: an Ethereum Wallet that supports VRC20 tokens. We will consider you as the wallet owner by default and transfer the tokens to that wallet.

(b) in case you make payment for your purchase of VRC Token using BTC: the address of such wallet and keys to such wallet which are in your possession and you shall sign in your Ethereum Wallet referred to in Paragraph 5.2 (b) to verify the address as in Paragraph 5.3(b).

5.2. For purposes of your receipt of VRC Tokens and Bonus VRC Token (if any) (as referred to in Paragraph 6) and your receipt thereof in accordance with Paragraph 7.1, you shall:

(a) in case you use ETH as payment, maintain, in fully operational, secure and valid status, the same Ethereum wallet with which you made payment for the VRC Tokens, the address of such wallet and keys to such wallet which are in your possession.

(b) in case you use BTC as payment, establish and maintain, in fully operational, secure and valid status an Ethereum wallet which supports ERC20 tokens.

5.3. In case you use BTC to make payment for your purchase of VRC Tokens, you are required to provide the Company, at the moment of such payment, with:

(a) the address of Ethereum Wallet referred to in Paragraph 5.2 (b); and

(b) verification that you are the owner of that wallet address

5.4 In the event of any loss, hack or theft of cryptocurrencies from any of the cryptocurrency wallets referred to in Paragraphs 5.1 and 5.2, you acknowledge and confirm that you shall have no right(s), claim(s) or causes of action in any way whatsoever against the Company.

5.5 Any obligation of the Company to provide you with any refund under these Terms shall be subject to your compliance with the provisions of Paragraph 5.1.

5.6 Any obligation of the Company to deliver any VRC Tokens and Bonus VRC Tokens to you under these Terms shall be subject to your compliance with the provisions of Paragraphs 5.2 and 5.3.

6. BONUS VRC TOKENS

6.1. At the pre-sale, investors shall have the chance to buy the tokens at a much lower price compared to the price at the Crowdsale. During the crowdsale, the price shall be increased after every four (4) days, so early purchase is an incentive itself. In case there is someone registering via your referral link, you will receive a bonus of 3% of their purchase amount.

6.2. The bonus tokens will be automatically transferred to your wallet.

7. PAYMENT FOR THE PURCHASE OF VRC TOKENS

7.1. The Company shall use all reasonable endeavors to deliver the purchased VRC Tokens as soon as practicable after payment verification:

(a) In case you make your payment in ETH, the tokens will be delivered to the address of the same Ethereum wallet with which you are making payment

(b) In case you make your payment in BTC, you will be required to provide an ETH wallet address to receive the tokens.

7.2. The delivery of VRC Tokens and Bonus VRC Tokens in accordance with Paragraph 7.1 will only be made by mutual consent.

8. CANCELLATIONS, REJECTIONS OF PURCHASES AND ABORTION OF TOKEN SALE

8.1 Upon validation and verification of payment for your purchase of VRC Tokens from the Company on the relevant blockchain under these Terms:

(a) such purchase shall be deemed to be final; and

(b) unless otherwise required by the applicable laws, regulations or rules, you shall not be entitled to any withdrawals or cancellations of purchases, or any refunds.

8.2 The Company reserves the right, in its sole and absolute discretion, to reject any purchases of VRC Tokens or abort the Token Sale at any time after your acceptance of these Terms and prior to the delivery of VRC Tokens and Bonus VRC Tokens in accordance with Paragraph 7. In the event of any such rejection of your purchase or such abortion of the Token Sale and you have made any payment for such rejected purchase of VRC Tokens or such purchase of VRC Tokens which is subject of abortion, you acknowledge and agree, regardless of whether such purchases are reflected as validated and verified on the relevant blockchain, that:

(a) provided that such payment is received in the Escrow Wallet and notwithstanding any provision in these Terms, the Company shall provide a refund in full without interest and net of all administrative and/or third party charges and/or other transaction fees (if any) that may be incurred in connection with such refund, in which case such administrative and/or third party charges and/or other transaction fees (if any) incurred in connection with such refund shall be borne by you;

(b) save for the Company’s obligation to provide such refund, the Company shall have no obligations in any form or manner whatsoever to you in respect of such purchase; and

(c) save for your right to receive such refund, you hereby waive all rights, claims and/or courses of action (present or future) under law (including any tortious claims) or contract against the Company in connection with or arising from such purchase, and shall further hold harmless, the Company from and against any and all losses, damages, taxes, liabilities and expenses that may be incurred by the Company in connection with or arising from such purchase.

9. ASSUMPTION OF RISKS

Your acceptance of these Terms shall be deemed to be an agreement by you to assume, wholly and unconditionally, all risks (including direct, indirect or ancillary risks) associated with the Token Sales, the conduct of the Token Sales via the Sale Website, the Vrcmarket Website, the Company, the Token Sale, VRC Tokens, bonus VRC Tokens and your purchase of VRC Tokens.

10. REFUND

10.1. You agree and acknowledge that there will be no refund for any payments in any form or manner unless specifically and explicitly stated in these Terms. Any risks related to any refunds made under those Terms will be borne solely by you, and no directors, officers, employees, agents or any people related to the Company or VrcMarket will hold any responsibilities for such risks.

10.2. If the Company makes any refund for your payment, the Company will transfer it to:

(a) In case you make your payment in ETH: the address of the same Ethereum wallet with which you made payment;

(b) In case you make your payment in BTC and your payment has been received on Escrow Wallet: the cryptocurrency wallet address with which you made payment.

11. REPRESENTATIONS AND WARRANTIES

11.1 By accepting these terms, you represent and warrant to the Company as follows:

(a) you acknowledge and agree that VRC Tokens and Bonus VRC Tokens are not to be construed, interpreted, classified or treated as:

(i) any kind of currency other than cryptocurrency;

(ii) debentures, stocks or shares issued by the Company;

(iii) rights, options or derivatives in respect of such debentures, stocks or shares;

(iv) 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;

(v) units in a collective investment scheme;

(vi) units in a business trust;

(vii) derivatives of units in a business trust; or

(viii) any other security or class of securities.

(b) you acknowledge and agree that the VRC Tokens and Bonus VRC Tokens are not intended to constitute securities in any jurisdiction and these Terms do not constitute a prospectus or offer document of any sort and is not intended to constitute an offer of securities in any jurisdiction or a solicitation for investment in securities;

(c) you acknowledge that no regulatory authority has examined or approved of these Terms, no such action has been or will be taken under the laws, regulatory requirements or rules of any jurisdiction and the provision of these Terms to you does not imply that the applicable laws, regulatory requirements or rules have been complied with;

(d) you have read and understood all of these Terms, including the attached appendix;

(e) any address provided by you in accordance with Paragraph 5.3 is fully operational, secure and valid;

(f) you are not a citizen, resident (tax or otherwise) or green card holder of the United States of America or a citizen or resident of the Republic of Singapore.

(g) you have full power and capacity to accept these Terms and perform all your obligations hereunder and in the case where you are accepting these Terms on behalf of a corporation:

(i) such corporation is duly incorporated and validly existing under the applicable laws; and

(ii) you are duly authorised to accept these Terms and procure the performance of obligations hereunder;

(h) you have a basic degree of understanding of the operation, functionality, usage, storage, transmission mechanisms and other material characteristics of cryptocurrencies, blockchain assets and tokens including payment method, blockchain-based software systems, cryptocurrency wallets or other related token storage mechanisms, blockchain technology and smart contract technology;

(i) you are fully aware of and understand the risks associated with the Token Sale, the conduct of the Token Sales via the Sale Website, the Vrcmarket Website, the Company, VRC Tokens;

(j) these Terms constitute legal, valid and binding obligations on you, enforceable in accordance with its terms and your purchase, receipt and holding of VRC Tokens and Bonus VRC Tokens is not in breach or contravention of any applicable law, regulation or rule in your jurisdiction;

(k) you are not a citizen or resident of any jurisdiction in which the purchase, receipt and holding of VRC Tokens is prohibited, restricted, curtailed, hindered, impaired or otherwise adversely affected by any applicable law, regulation or rule;

(l) no consent, approval, order or authorisation of, or registration, qualification, designation, declaration or filing with, any regulatory authority in any jurisdiction (the “Approvals”) is required on your part in connection with your purchase of VRC Tokens, or where any Approvals are required, such Approvals have been obtained and remain valid and in full force and effect;

(m) the cryptocurrencies to be used for payment for your purchase have not been obtained through any acts in connection with money laundering, terrorism financing or any other acts in breach or contravention of any applicable law, regulation or rule;

(n) you have sufficient cryptocurrencies to fulfil your obligations under these Terms and the Token Sales in respect of any purchase of VRC Tokens by you;

(o) VRC Tokens to be delivered to and received by you will not be used for any purpose in connection with money laundering, terrorism financing or any other acts in breach or contravention of any applicable law, regulation or rule;

(p) you are purchasing VRC Tokens as principal and for your own benefit and you are not acting on the instructions of, or as nominee or agent for or on behalf of any other person; and

(q) all of the above representations and warranties are true, complete, accurate and non-misleading from the time of your acceptance of these Terms to the time of receipt by you of VRC Tokens.

11.2 The Company does not make, and hereby disclaims, any representation or warranty in any form whatsoever, including any representation or warranty in relation to the information set out on the Sale Website, the Vrcmarket Website or any other place, the Company, the Token Sale, VRC Tokens, your purchase of VRC Tokens, and the VrcMarket program.

12. DISCLAIMERS

12.1 To the maximum extent permitted by all applicable laws, regulations and rules and except as otherwise provided in these Terms, the Company hereby expressly disclaims its liability and shall in no case be liable to you or any person for:

(a) the cryptocurrencies used for payment for your purchase being obtained through any acts in connection with money laundering, terrorism financing or any other acts in breach or contravention of any applicable law, regulation or rule;

(b) the use of VRC Tokens or Bonus VRC Tokens for any purpose in connection with money laundering, terrorism financing or any other acts in breach or contravention of any applicable law, regulation or rule;

(c) the abortion of the Token Sale pursuant to Paragraph 8;

(d) the failure or delay in the delivery by the Company, and receipt by you, of VRC Tokens in accordance with Paragraph 7;

(e) failure, malfunction or breakdown of, or disruption to, the operation of the Company or the Token Sale due to occurrences of hacks, cyber-attacks, distributed denials of service, errors, vulnerabilities, defects, flaws in programming or source code or otherwise, regardless of when such failure, malfunction, breakdown, or disruption occurs;

(f) failure, malfunction or breakdown of, or disruption to, the operation of any blockchain, any blockchain-based software systems or any blockchain technology in connection with the operations of the Company, VrcMarket, VRC Tokens, Bonus VRC Token or the Escrow Wallet, due to occurrences of hardforking, hacks, cyber-attacks, distributed denials of service, errors, vulnerabilities, defects, flaws in programming or source code or otherwise, regardless of when such failure, malfunction, breakdown, or disruption occurs;

(g) any virus, error, bug, flaw, defect or otherwise adversely affecting the operation, functionality, usage, storage, transmission mechanisms, transferability or tradability (after VRC Tokens and Bonus VRC Tokens have been paid) and other material characteristics of VRC Tokens and Bonus VRC Tokens;

(h) decreases or volatility in traded prices or trading volume of RC Tokens (after VRC Tokens and Bonus VRC Tokens have been made available for trading on a cryptocurrency exchange);

(i) failure or unfitness of VRC Tokens and Bonus VRC Tokens for any specific purpose;

(j) the manner of utilisation of ETH, BTC and accepted assets received by the Company from the Token Sale;

(k) failure to disclose information relating to the progress of the Token Sale;

(l) loss or destruction of the private keys to the cryptocurrency wallets referred to in Paragraphs 5.1 and 5.2;

(m) failure or delay in the availability of VRC Tokens and Bonus VRC Tokens for trading on a cryptocurrency exchange;

(n) any rejection of trading of VRC Tokens and Bonus VRC Tokens by a cryptocurrency exchange;

(o) any prohibition, restriction or regulation by any government or regulatory authority in any jurisdiction of the operation, functionality, usage, storage, transmission mechanisms, transferability or tradeability (after VRC Tokens and Bonus VRC Tokens have been made available for trading on a cryptocurrency exchange) or other material characteristics of VRC Tokens and Bonus VRC Tokens;

(p) any risks associated with the Token Whitepaper, the Sale Website, the VrcMarket website, the Company, the Token Sale and your purchase of VRC Tokens including, but not limited to the risks mentioned in Appendix 1 of this document; and

(q) all other risks, direct, indirect or ancillary, whether in relation to the Sale Website, VrcMarket website, the Company, VrcMarket, the Token Sale, VRC Tokens, Bonus VRC Tokens and your purchase of VRC Tokens which are not specifically or explicitly contained in or stated in these Terms.

13. LIMITATION OF LIABILITY

13.1 To the maximum extent permitted by the applicable laws, regulations and rules:

(a) the Company shall not be liable for any indirect, special, incidental, consequential or other losses of any kind, in tort, contract or otherwise (including but not limited to loss of revenue, income or profits, and loss of use or data), arising out of or in connection with the purchase, use, receipt or holding of VRC Tokens and Bonus VRC Tokens by you;

(b) the aggregate liability of the Company, in tort, contract or otherwise, arising out of or in connection with the purchase, use, receipt or holding of VRC Tokens and Bonus VRC Tokens by you shall be limited to the amount paid by you for your purchase hereunder; and

(c) you hereby agree to waive all rights to assert any claims under the applicable laws, regulations and rules and you may make claims based only on these Terms.

13.2. To the maximum extent permitted by the applicable laws, regulations and rules, you shall indemnify, defend, and hold the Company and/or its subsidiaries, related companies, affiliates, directors, officers, employees, agents, successors, and permitted assignees (“Indemnified Persons”) harmless from and against any and all claims, damages, losses, suits, actions, demands, proceedings, expenses, and/or liabilities (including but not limited to reasonable legal fees incurred and/or those necessary to successfully establish the right to indemnification) filed/incurred by any third party against any of the Indemnified Persons arising out of a breach of any warranty, representation, or obligation hereunder.

14. NO ASSIGNMENT

Subject to these Terms, only you and no other person shall have the right to any claim against the Company in connection with your purchase hereunder. You shall not assign, trade or transfer, or attempt to assign, trade or transfer, your right to any such claim. Any such assignment or transfer shall not impose any obligation or liability of the Company to the assignee or transferee.

15. INTELLECTUAL PROPERTY RIGHTS

These Terms shall not entitle you to any intellectual property rights, including the rights in relation to the use, for any purpose, of any information, image, user interface, logos, trademarks, trade names, Internet domain names or copyright in connection with the Sale Website, the VrcMarket Website, the Company, the Token Sale and VrcMarket.

16. SURVIVING TERMS

Notwithstanding the expiry of the Sale Period, any delivery of VRC Tokens to you or any abortion of the Token Sale pursuant to these Terms, Paragraphs 11 to 18 and 20 to 21 and Appendix 1 shall remain valid and in full force and effect.

17. NO WAIVER

Any failure of the Company to enforce these Terms or to assert any right(s), claim(s) or causes of action against you under these Terms shall not be construed as a waiver of the right of the Company to assert any right(s), claim(s) or causes of action against you.

18. ENTIRE AGREEMENT

18.1 These Terms contain the entire agreement and the understanding between the Parties and supersedes all prior agreements, understandings or arrangements (both oral and written) in relation to the Token Sale and your purchase of VRC Tokens.

18.2 In the event that the Company discovers that you, in your participation in the Token Sale, have engaged in unfair, excessive or abusive usage or conduct, the Company reserves the right to take such actions as may be necessary, to the fullest extent possible under law, to protect the Company from losses, damages, harm or degradation of any form and manner.

19. TAXES

19.1 The purchase price that you pay for your purchase of VRC Tokens shall be exclusive of all taxes that are applicable to your purchase, receipt and holding of VRC Tokens in any jurisdiction (“Payable Tax”).

19.2 You shall be responsible for determining any Payable Tax and declaring, withholding, collecting, reporting and remitting the correct amount of Payable Tax to the appropriate tax authorities. You shall be solely liable for all penalties, claims, fines, punishments, or other liabilities arising from the non-fulfillment or non-performance to any extent of any of your obligations in relation to the Payable Tax.

19.3 The Company shall not be responsible for determining any Payable Tax and declaring, withholding, collecting, reporting and remitting the correct amount of Payable Tax to the appropriate tax authorities.

20. GOVERNING LAW AND JURISDICTION

20.1 These Terms shall be governed by, and construed in accordance with, the laws of the Republic of Singapore, and the Parties agree to be subject to the non-exclusive jurisdiction of the courts of the Republic of Singapore in relation to any dispute(s) arising out of or in connection with these Terms.

21. CONTRACT (RIGHTS OF THIRD PARTIES)

The contract law (Rights of third parties) (Chapter 53B) of the Republic of Singapore shall be amended. Under no circumstance will the amended law be applicable to these Terms, and any third parties will have no rights to implement those Terms.