Whereas, the Buyer wishes to acquire V-PAD token(s);
Whereas, the Company wishes to sell a certain amount of V-PAD tokens during Launch event(s);
Whereas, the V-PAD token is to be qualified as a utility token under Swiss law;
AMLA
Swiss Anti-Money Laundering Act;
Acquirer
Any person acquiring the V-PAD tokens after the sale of the tokens by the Company on the Primary market ;
Brochures (the)
The brochures relating to the V-PAD. Those can be found on the Website www.vertikal.art/documents;
Buyer’s email
The email as communicated by the Buyer for notification purpose;
Buyer’s Wallet
The crypto wallet address as communicated by the Buyer;
CHF
Swiss Francs;
Company
Vertikal LLC (CHE-456.008.300), c/o F Trust AG, Bahnhofplatz, 6300 Zug, Switzerland.
Company’s Wallet
the address of the company’s wallet (PKEY), as mentioned in writing by the Company on its Website. The address of the Company’s Wallet can be modified in writing by the Company;
DPA
Swiss Data Protection Act;
ETH
Ether, the cryptocurrency of the Ethereum blockchain;
FinMIO
Swiss Ordinance on Financial Market Infrastructures and Market Conduct in Securities and Derivatives Trading;
FinSA
Swiss Financial Service Act;
FMIA
Swiss Federal Act on Financial Market Infrastructures and Market Conduct in Securities and Derivatives Trading;
Issuance Contract
The contract relating to the issuance of the V-PAD tokens ;
Issuer
The entity issuing the V-PAD tokens;
Launch date
The date marking the beginning of the public offering of the V-PAD tokens on the primary market (ICO). The Launch date is discussed under art.7.1;
Launch event(s)
The public or private sale of V-PAD NFT as highlighted on the Company’s social media and Website;
Legal assessment
The legal opinion relating to the V-PAD tokens;
Minting event
The moment V-PAD tokens are minted by the Buyer. See art. 7.5;
Minting period
The timeframe when the V-PAD tokens can be minted. See art.7.4;
SC
Public Sale Contract, i.e. the present agreement;
Sale Price
The Sale Price is the fix price set by the Company for the sale of the V-PAD tokens on the primary market, i.e. Launch event. The price depends on the type of V-PAD;
SCO
Swiss Code of Obligations;
Seller
See the Company;
USD
US dollars;
V-PAD tokens
The tokens as described under article 6 of the present contract;
Vertikal LLC
See the Company;
Vertikal project
If not specified, the project as described in the current version of the Whitepaper and its appendices as of the Launch date;
Website (the)
www.vertikal.art including all its affiliated domains; including but limited to vertikal.art, vertikalmetaverse.com, vertikal-metaverse.com, vk.fish and vertikal.eth;
Whitepaper
If not specified, the Whitepaper as of the version annexed to the present document.
This contract as well as any dispute and any other claim in connection with this agreement are subject exclusively to Swiss law and to the courts of the canton of Geneva and the Swiss Federal Court(s).
All other jurisdictions and applicable law are hereby expressly excluded by the Parties.
The Public Sale Contract (Hereafter “SC”) binds the First Buyer and the Company.
The Company is in addition also the Issuer of the V-PAD tokens. In this regard, the Company released an Issuance contract, which binds the Company to the Acquirer of the V-PAD tokens.
The Company has not sought nor is seeking to be licensed or authorized under Swiss and/or foreign financial regulation.
Hereby, the Buyer acknowledges that he has full legal capacity, power and authority to enter and be bound to the SC.
The Buyer concludes the SC in its own name. In case he would be representing another person, he must disclose the identity of this person before the conclusion of the contract.
The Buyer may enter into this agreement only if he meets the following personal conditions. The Buyer must not be a citizen nor reside in the following countries:
No active direct solicitations, nor publicity, nor marketing campaigns have been conducted in any of the countries mentioned above.
The Buyer hereby acknowledges and abides to respect all rules and regulation it falls under, be it from a local, Swiss, or international point of view. In particular, the Buyer asserts the facts he will and does respect notably tax and anti-money laundering regulations applicable.
The Buyer accepts to provide any information required by the Company, notably information regarding its identity. At the Seller’s request, the Buyer undergoes a KYC procedure. The latter bears the cost of the KYC procedure.
The Parties hereby conclude an innominate sale contract (art.184 SCO ff. by analogy), where the Company delivers to the Buyer utility tokens called V-PAD. Those tokens can be considered similarly as goods and services.
This SC sets forth the entire agreement and understanding of the Parties relating to the subject matter herein and supersedes all prior or contemporaneous disclosures, discussions, understandings and agreements, whether oral or written, between them.
The object of this contract are the V-PAD tokens to be sold from the Launch date.
The V-PAD tokens are defined in detail in the Whitepaper and in the Issuance contract.
The V-PAD tokens are a collection of 27’905 NFT tokens issued on the Ethereum blockchain, which embed the following functionalities and utilities :
In particular, it is highlighted that the V-PAD tokens embeds no rights and that they are sold as is with the functionalities of the minimum viable product existing at the time of the Launching date. Nothing in this agreement represents a promise to develop the functionalities highlighted above.
The Buyer has been advised that, following a Legal Opinion, the V-PAD tokens are currently classified as a utility token under Swiss law. A no-action letter from FINMA has not been sought.
In particular, it is highlighted that the offer and sale of those tokens has not been registered under any country’s securities laws.
The V-PAD tokens may be defined according to the following legal elements:
The V-PAD tokens may be defined according to the following technical characteristics:
Other information: can be found in the Issuance contract and in the Whitepaper.
The V-PAD tokens will be available for purchase from the Launch date.
This event will take place from the 21st of October 2022.
The number of V-PAD tokens offered for sale are freely determined by the Company for each Launch event.
Unless expressly foreseen otherwise in writing, the following type of units are sold by invitation from the Company or private sale only. If you are interested, please contact the Seller.
The V-PAD are offered publicly for sale via Vertikal’s Website.
Interested Buyers must follow a dedicated process as presented on the Website in order to acquire V-PAD tokens.
The two steps of the sale process are :
(1) Registration by the interested buyers and reception of an option to mint the V-PAD token(s) (voucher) ;
(2) Minting of the V-PAD token during the Minting period, followed by the transfer of the Sale price.
In order to obtain a V-PAD token, the interested buyers must notably provide information about their country of residence, nationalities, name, email addresses and the Buyer’s Wallet on the Website. The Buyer must provide all information requested by the Company in good faith.
By doing so, the interested buyers receive on the Buyer’s email a possibility, in the form of a voucher, to perform the sale by minting the selected tokens, which constitutes an invitation to make an offer for a given lot of tokens. This voucher gives the possibility for interested buyers to mint the V-PAD tokens during a finite time frame of 24 hours called the Minting period. The sale is concluded when the Buyer effectively mints the V-PAD token, i.e. at the Minting event, which is followed by the transfer of the Sale Price.
The Company limits at its entire discretion the number of V-PAD tokens a single Buyer can buy. In case of a potential problem or breach of this agreement, the Company has the ability to pause the V-PAD’s smart contract and request the Buyer to retrieve the tokens.
The sale is concluded when the Buyer effectively mints the V-PAD, i.e. at the Minting event. The payment of the price and the delivery of the V-PAD tokens occurs immediately after according to the rules of the smart contract and the Ethereum blockchain.
In the hypothesis of a payment that can be reversed or canceled by the Buyer (e.g. credit card), the transfer occurs 60 days from the time of the sale on a wallet indicated by the buyer. In case of non-indication of a wallet on which to transfer the token within 60 days from time of sale, the ownership of the token will revert back to the Company and the Company shall be under no obligation to refund the price paid.
All fee(s) relating to the Minting event and the transfer of the V-PAD are borne entirely by the Buyer.
From the moment of the Minting event, the risks regarding the objects (V-PAD tokens) are deemed to be transferred to the Buyer (art.185 SCO by analogy). From this moment, any risk over the object is borne by the Buyer.
In particular, the Buyer bears the risks (e.g. in case of loss, error, hacking) regarding any of the transfer(s) regarding the V-PAD tokens.
The Buyer is in particular responsible for providing a valid wallet address (Buyer’s Wallet) that he controls and that is compatible from a technical standpoint.
The Buyer is not allowed to transfer the voucher or the SC to a third-party during the Minting period or even after.
The price to be paid depends on the type of V-PAD and are labeled in ETH and/or in USD. The price is determined according to the mention on the Website. It can be adapted at any time unilaterally by the Seller.
The following units are sold by invitation only from the Company. In case of interest, the price and modality of deliveries are discussed upon request with the Seller.
The payment price, even when labeled in ETH or in USD or in any other currency/cryptocurrency, represents a debt obligation that is always denominated in Swiss francs (CHF). The possibility to settle the debt obligation with another asset is to be considered as a subsidiary alternative. In particular, we note that the debt obligation does not represent a debt in kind.
The conversion value rate applicable to calculate the valuation at a certain time is defined at the rate of the pairing (e.g. CHF/ETH or CHF/USD) as calculated and indicated by the Buyer’s Wallet at the time the transaction is initiated or for fiat currency according to SIX Stock exchange rate.
Should the amount be contested, the Buyer must provide evidence of payment and of its value at the time the transaction was initiated. Failing that, the correct reference rate for the estimated value will be the one as depicted in the transaction details in the block of the main blockchain scan (e.g. Etherscan.io).
The payment of the price by the Buyer must occur immediately after the Minting event.
In case of delay, the sum due bears an interest of 5%.
When using cryptocurrencies, the payment of the price by the Buyer occurs on-chain via a smart contract and to the Company’s Wallet address. The transfer must be initiated from the address of the Buyer’s Wallet.
In case of payment in fiat currency (e.g. USD) the transfer of the Sale price occurs after the Launch Date and upon the confirmed payment to the terminal of payment set up on the Company’s Website. The payment of the Sale price after the Launch date triggers the Minting event.
In particular, the Buyer bears the entire risk in the event of the transaction failing, and for any reasons (e.g. error or hacking), to reach or be available in the Company’s Wallet or accounts. In such a case, the debt obligation towards the Buyer would not be considered as settled.
Further, the Buyer is responsible to make entirely sure that a technical compatibility exists before initiating any transfer(s). If he has any doubts, the Buyer must verify with the Company that the payment will be successful.
All transfer fee(s) and minting fees relating to the payment of the Sale price and the minting of the tokens or the banking fees are borne entirely by the Buyer.
If the interested buyers has been whitelisted as a member of Vertikal’s discord channel, a 25% discount applies on the Sale price of the first 1’500 V-PAD unit’s type named “Hives” or equivalent.
The interested buyer must use the coupon that he received from the Company in order to benefit from the discount.
The Company may foresee additional ad hoc discount(s) on the Sale price upon written announcement on its Website and/or its official social media channels.
The V-Pad NFTs’ rarity traits and subtypes of the tokens already sold will be revealed 120 days after the end of the Launch date .
The Brochures details the percentage of chance of getting a certain rarity trait and a certain subtype, corresponding to the V-PAD unit type.
The Company is hereby looking to promote its sale of the V-PAD tokens during the Launch date, which happens during a short lapse of time and does not pose any risks for the public. The purpose of the reveal is to avoid speculation regarding the rarest type of V-PAD unit. By revealing the details of the V-PAD afterwards, the goal is to create a loyalty bond and appeal to the interests of creating a community in the long-term instead of speculating. The participation is free of charge as no additional costs exist besides the payment of the Sale price. The reveal is free of charge, Buyers are treated equally and all have the same chance regarding the rarity traits and subtypes percentage.
The Parties can modify the present agreement conventionally. Any amendments must occur in writing.
The current Vertikal project being ongoing, the V-PAD tokens and the current Vertikal project are subject to fundamental change. The Company reserves its unilateral right to amend or further specify at will – up to the greatest extent possible - any aspects of the project, the White Paper, or the V-PAD’s technical, economical or legal characteristics.
The Company decides on those amendments and elaborates further specifications regarding the Vertikal project according to its internal decision-making process as described in its Statutes of incorporation.
The Company can terminate (art. 107 ff. SCO) the present contract unilaterally (SC) in the case of a breach or non-performance of the contractual obligations by the Buyer or the interested buyer.
The artificial inflation or deflation or any manipulation of the price of the V-PAD tokens price on any markets or exchange platform by the Buyer or the interested buyer will be considered as a serious breach of contract or pre-contractual relationship. This provision shall survive the termination of this agreement.
The Buyer understands, consents and accepts the processing of his personal data by the Company in view and for the purpose of the performance of the present contract (art. 13 al.2 let.a DPA).
By submitting personal data belonging to a third-party, the buyer confirms that he has sought the consent of those persons in view of the processing of the personal data by the Company.
The data collected are the following :
The purpose of the collecting are the following :
For tax and compliance purposes (e.g. VAT) to verify that the country of residence of the recipient (Buyer) is outside Switzerland;
In particular, unless the Company has the Buyer’s permission or is compelled by law, the Company will not sell, distribute, or lease your personal information to other parties.
The Company may use the services of Third-party service providers, hence enabling them to process User’s Personal data. The Buyer hereby consents to the processing of his data by those Third-party, which are:
The Company, its employees and his auxiliaries intend to exempt themselves from all pre-contractual, contractual (e.g. guarantee) and extra-contractual liability, with the exception of the mandatory cases provided for under Swiss law, arising from the performance, non-performance or in connection with this contract, for any type of damage and to the full extent permitted by Swiss law. In any case, any liability is limited to a maximum of 10% of the value of the payment price in Swiss francs at the time of the Launch date.
The liability of the Company is limited to its assets. In particular, no personal liability can be deducted in case of bankruptcy or insolvency of the Company.
The Buyer bears the risk of the use of his private keys and of the blockchain system as a whole (e.g. Hack, error, permanent locking, loss of keys, etc.). In particular, the Buyer must take all precautionary measures to limit to the maximum the risks of any damages for himself or for the Company. For instance, he must ensure that his activities are legally compliant with his regulatory environment. Further, he must use state of the art technical systems, practices and measures to ensure its technical protection.
If under applicable law any provision of this contract is held to be void, invalid or unenforceable, it shall not invalidate or render unenforceable any other provision of the contract.
Without further action by the Parties, such provision shall be modified to the minimum extent necessary to make it valid and enforceable. If the provision cannot be reformed, it shall be severed from the SC without affecting the enforceability of the remaining terms and conditions.
No term or condition of this contract will be waived and no failure to comply consented to unless expressly agreed to. Nothing in this contract constitutes or may be interpreted as a limitation upon, or waiver of, any privileges and immunities that apply, including from the legal processes of any jurisdiction or authority.
The Buyer acknowledges that the Company retains all rights, title and interest in all of the Company’s and Vertikal project’s intellectual property. The intellectual property discussed in the Issuance and license contract is reserved.
Any notice required or permitted will be deemed sufficient when sent by email on the Buyer’s email. The Seller sets up in this regard a dedicated Newsletter available on its website.
In addition, if the Company at its sole discretion deems it necessary, all notifications in connection with the present contract may be made public by way of publication on the Website. Information appearing on the website shall be deemed to have been notified and accepted within 30 days of its publication.
Further, the Buyer must immediately communicate all information that may affect the present legal relationship. For instance, change of email, loss of private keys, hacking, etc.
The following documents are an integral part of the contract
