1. Scope

These General Terms and Conditions of Participation and Use apply to your participation and use of the STO Procedure of the

VINX
Gorgiladze st 94 Batumi, Adjar 6004, Georgia registered in the Commercial Registry of the Georgia Business Legislation

Telephone: +971 58 581 9735

Email: [email protected]

(hereinafter referred to as “VINX”, “we” or “our”).

VINX offers and performs the Waitlist Procedure exclusively on the website https://www.vinxcoin.com/ that is operated by VINX (hereinafter referred to as “Website”).

The securities prospectus relevant for our Security Token Offering (hereinafter referred to as “VINX COIN STO”) can be viewed and downloaded on the website. The token-based bonds offered as part of our VINX COIN STO are offered to the public exclusively on the basis of the securities prospectus mentioned-above.

You accept the following General Terms and Conditions of Participation and Use by participating in the Waitlist Procedure.

Incorporating alternative investments into a portfolio presents the opportunity for significant losses including in some cases, losses which exceed the principal amount invested. Also, some alternative investments and STO’s have experienced periods of extreme volatility and in general, are not suitable for all investors. Asset allocation and diversification strategies do not ensure profit or protect against loss in declining markets.

Investing in alternative strategies such as a long/short strategy, presents the opportunity for losses which exceed the principal amount invested.

Wine and Vineyard Hedge funds assets may not be suitable for all investors and often engage in speculative investment practices which increase investment risk; are highly illiquid; are not required to provide periodic prices or valuation; may not be subject to the same regulatory requirements as mutual funds; and often employ complex tax structures.

Utilizing private equity involves significant risks along with the opportunity for substantial losses.

All VINX Asset allocation and diversification may not protect against market risk, loss of principal or volatility of returns.

International investing involves risks, including risks related to foreign currency, limited liquidity, less government regulation, and the possibility of substantial volatility due to adverse political, economic or other developments. These risks often are heightened for investments in emerging/ developing markets, in concentrations of single countries or smaller capital markets.

Carefully consider VINX Coin investment objectives, risk factors, and charges and expenses before investing. This and other information can be found in the Funds’ prospectuses.

Read the prospectus carefully before investing.

2. Subject, Requirements and Advantages of the Waitlist Procedure, Newsletter

We will inform participants of the Waitlist Procedure by e-mail about the start of our VINX COIN STO and invite them to register for participation in the public sale. We will also send you regular updates on the VINX COIN STO by e-mail (“VINX COIN STO Newsletter”). Participation in the Waitlist Procedure does not constitute a binding offer by you or us to enter into a token purchase agreement. It serves the sole purpose of querying potential demand for tokens from our STO and informing you about the start of the VINX COIN STO in a timely manner.

To participate in the Waitlist Procedure, click on the “GET ON THE WAITLIST” button on our website. Then enter your first name, surname and e-mail address using the input screen on the website. You must check the box confirming that you have read and accepted the Terms & Conditions of the Waitlist Procedure, in order to confirm the “Submit” button and send your Waitlist request, Once you click the “Submit” button, we will send you an automatically generated email with a verification link to the email address that you provided . You may also check the box in that email you received, in order to confirm that you wish to receive our VINX COIN STO Newsletter. You complete the Waitlist Procedure by clicking on the verification link.

Participation in the Waitlist Procedure is voluntary and free of charge and is not dependent on purchasing goods or using a service. You only bear the costs that are associated with participation via the Internet (e.g., use fee for internet connection). This applies to both mobile and non-mobile devices.

If you have registered for the Waitlist Procedure, yet no longer wish to participate, you may unsubscribe from the Waitlist Procedure at any time by clicking on the “Unsubscribe” link, which we will send you in the e-mail confirming your successful participation in the Waitlist Procedure. Moreover, each email containing regular updates to our VINX COIN STO will contain an unsubscribe link that you can use to unsubscribe from the Waitlist Procedure and/or the newsletter.

3. Exclusion from participation / prohibited activities

3.1. US citizens, US Green Card holders, other persons or companies subject to US tax and other investors from countries, in which the subsequent public offering of the token is not permitted or which are listed on the Financial Action Task Force’s (FATF) current list of high-risk and other supervised jurisdictions, are excluded from participating in the Waitlist Procedure. This only applies to US investors if VINX falls out of compliance of the regulations D, A+, and S as set forth buy the SEC in the USA.

3.2. Any activity that violates any applicable law, violates the rights of third parties, or violates principles of child/youth protection is prohibited.

3.3. It is also forbidden to take any action that could impair the smooth operation of the website, in particular to excessively overload VINX systems.

3.4. If as a user you become aware of any illegal, abusive, non-contractual or any other unauthorized use of the website, please notify us appropriately. We will then examine the circumstance and, if necessary, take appropriate action.

3.5. If there is any suspicion of illegal or punishable actions, VINX may and, as necessary, must,

  • audit the activities of the user,
  • exclude the user from the Waitlist Procedure, as necessary, and
  • take legal action against the user, as necessary. This may also include providing factual evidence to the public prosecutor’s office.

4. Liability

4.1. We are liable for willful action and gross negligence pursuant to the statutory provisions. We are only liable for slight negligence if a breach of a material contractual obligation (cardinal obligation) is then present, where fulfillment of that obligation is essential for the proper performance of the contract and you may regularly rely on its observance, as well as damage resulting from injury to life, limb or health. If only slight negligence is present, we are only be liable for foreseeable damage, the occurrence of which would customarily be expected.

Liability under product liability law or for damages, which are based on a breach of guarantee assumed by us, remains unaffected hereby.

The above limitation of liability also applies to the benefit of our employees, representatives, organs and vicarious agents.

We are not liable for the loss of data insofar as the damage is based on the fact that you have failed to perform data backups and thereby ensure that lost data may be restored with reasonable effort.

4.2. Due to the current state of technology, the communication of data via the Internet cannot be guaranteed as error-free and/or available at all times. Insofar VINX is not liable for constant and uninterrupted availability of the website.

5. Language

These Conditions of Participation and Use have been prepared in English. Translations of the Conditions of Participation and Use into another language are for information purposes only. If a translation differs from the English language version, the English language version controls.

6. Applicable law

The law of the Republic of Georgia shall apply, excluding the application of the UN Convention on Contracts for the International Sale of Goods and conflict of laws provisions. Georgia law also applies, if you are a consumer and your habitual residence is in a member state of the European Union, or other international countries whereby the applicability of mandatory law of the state in which you have your habitual residence remains unaffected.

VINX COIN STO KYC Process and Online Subscription Process

Conditions of Participation and Use

The following terms and conditions apply to participation in the VINX COIN STO KYC Process and the Online Subscription Process of VINX Corp. The VINX Corp has its registered office in Batumi, Gerogia, and is registered in the Commercial Register Georgia Corporate Companies.

 (hereinafter referred to as “VINX”, “us” or “we”).

Explanation of the planned VINX COIN STO

VINX COIN intends to initiate a so-called Security Token Offering (“STO”) in Georgia in order to raise funds for further business development in fine French wine and vineyards. The issuance of the qualified subordinated token-based bonds (“VINX tokens”) by means of the STO is subject to Georgia law. A securities prospectus and related supplements have been approved by the Georgia Federal Financial Supervisory and are available on the website https://www.vinxcoin.com/. Please refer to the Terms and Conditions, the Securities Prospectus and relevant supplements for the content and structure of the STO

The public offering of the STO begins on March 2nd, 2020, at 12:00 noon GMT +4.

The STO is primarily aimed at international investors. US citizens, US Green Card holders, other persons or companies subject to US or Canadian tax may not participate in the subscription, as well as other investors from countries in which the offer of the token is not permitted or which are on the current country list of high-risk and other supervised jurisdictions of the Financial Action Task Force (FATF).

For US investors since VINX is an offshore STO we are complying with SEC regulations D, A+, and S. The VINX offering will also be well below the SEC $50,000,000 hard cap threshold and this allows US investors to invest.

By participating in the VINX COIN STO KYC Process and Online Subscription Process, the Customer acknowledges and agrees to the following Conditions of Participation and Use.

§ 1 – Scope

The VINX COIN STO Know Your Customer Process (“KYC Process”) and the VINX COIN STO Online Subscription Process (“Online Subscription Process”) for the subscription of VINX tokens is performed exclusively over the VINX COIN operated website https://www.vinxcoin.com/ (hereafter referred to as the “Website”). In order to access the Website, the Customer must have a computer or mobile device equipped with an internet connection.

The securities prospectus applicable to the VINX COIN STO and the public offering for subscription of qualified subordinated token-based Notes (“VINX tokens”) and the related supplements as well as the Terms and Conditions are available on the Website and can be downloaded. For US investors since VINX is an offshore STO we are complying with SEC regulations with the regulation D, A+, and S. The VINX offering will also be well below the SEC $50,000,000 hard cap threshold and this allows US investors to invest.

§ 2 – General exclusion from participation in the VINX COIN STO

2.1 Natural persons to whom US American or Canadian tax law applies may not participate in the VINX COIN STO, This only applies to US investors if VINX falls out of compliance of the regulations D, A+, and S as set forth buy the SEC in the USA.

2.2 Moreover, natural persons are also excluded from participation in the VINX COIN STO, who have their domicile, tax residence or habitual residence in a state (i) in which the sale or purchase of crypto currencies or other crypto tokens is prohibited or is only permitted under certain conditions (e.g., the United States or Canada, India), (ii) which is on the Financial Action Task Force (FATF) list of “high-risk and other monitored jurisdictions” or (iii) which is subject to embargo or sanctions, in particular by the USA or the EU.

2.3 Legal entities and partnerships which have their registered office in a country pursuant to § 2.1 or § 2.2 or are subject to taxation in such a country are also excluded from participation in the VINX COIN STO.

2.4 The KYC Process and the Online Subscription Process are not offered to natural persons or legal entities and partnerships that are excluded from the VINX COIN STO under § 2.1, § 2.2 and § 2.3 above.

§ 3 – Registration for the VINX COIN STO KYC process

3.1 Registration for the KYC Process may be done over our website or face to face, and is a prerequisite for participating in the VINX COIN STO. Registration is free of charge and does not oblige you to submit a binding offer for the subscription of VINX COIN tokens as part of the VINX COIN STO.

3.2 Natural persons, legal entities and partnerships may register to participate in the STO, if they are not excluded from participating under § 2 (hereinafter also referred to as “Customer” or “Customers”).

Natural persons must register themselves.

Legal entities or partnerships may be registered for the VINX COIN STO KYC process by an legally acting representative or one doing so by virtue of their executive power, who is entitled perform registration and all other business activities in accordance with these Conditions of Participation and Use, in particular by submitting a binding offer to subscribe VINX tokens.

3.3 Natural persons must provide their full name (first name and surname), date of birth, place of birth, nationality, serial number of a valid official identity document containing a photograph which fulfills the passport and identification requirements (e.g., identity card or passport), their residential address (street, house number, postal code, municipality, country of residence) and their telephone number.

3.4 The following must be stated with respect to legal entities or partnerships, the company name as incorporated, name under which it does business (Name) or designation, legal form, commercial registration number, if applicable, the assigned tax identification number (TIN), address of the registered office or main branch and the names of the members of the representative body or the names of its legal representatives.

If a member of a representative body or a legal representative is a legal entity, the information referred to in the first sentence above must also be collected for this legal entity.

3.5 With respect to legal entities or partnerships, the beneficial owner must be provided including the full name (first name and surname), date of birth, place of birth, nationality, tax identification number (TIN) assigned to the natural person of the beneficial owner.

The beneficial owner is the natural person who ultimately owns or controls the legal entity or partnership, or the natural person at whose occasion a transaction is ultimately performed or with whom the business relationship with VINX COIN is ultimately established. Thus, the beneficial owners also include any natural person who directly or indirectly holds more than 25 percent of the capital shares in the legal entity or partnership or controls more than 25 percent of the voting rights or exercises control in a comparable manner. Regarding foundations with legal capacity and regarding legal structures with which assets are administered or distributed on a fiduciary basis or with which administration or distribution is commissioned by third parties, or with respect to comparable legal forms, the beneficial owners include: Any natural person acting as a settlor, trustee of trusts, or protector, if present; any natural person who is a member of the foundation’s board of directors; any natural person designated as a beneficiary; the group of natural persons for whose benefit the assets are to be managed or distributed, if the natural person who will become the beneficiary of the assets under management has not yet been designated; and any natural person who otherwise directly or indirectly exercises a dominant influence on the management or distribution of the assets.

3.6 An email address must be provided for registration and a password must be chosen that satisfies certain security requirements. The email address must be suitable for long-term communication; in particular, disposable email addresses are not permitted.

3.7 The Customer will receive an email to the email address specified by it; this email will contain a verification link on which the Customer must click before registration for the KYC process can be completed, in addition to a welcome email.

The Customer shall confirm the identity of its email address and receipt of the following documents by activating the verification link: these Conditions of Participation and Use, Securities Prospectus including supplements, Terms and Conditions, Data Protection Statement as well as Conditions of Participation and Use for the VINX COIN STO Affiliate Partner Program.

3.8 VINX COIN must be informed immediately of any changes to the information provided under § 3.3, § 3.4 or § 3.5, § 3.6.

§ 4 – Customer identification in the KYC process and registration confirmation

4.1 We work to the best of our ability to verify the identity of our customers and, if applicable, the person acting on their behalf or the beneficial owner by checking the information provided under § 3.3, § 3.4 or § 3.5 based on the copies of uploaded document.

4.2 Successful customer identification is a prerequisite for confirmation of the customer’s registration and participation in the online subscription process under § 5.

4.3 The Customer does not have a right to confirmation of its registration. VINX COIN has complete discretion in confirming the customers registration. In particular, we may refuse to confirm the registration without giving reasons or we may request further information, documents or that video identification procedures (e.g., a so-called video identification procedure) be performed.

4.4 VINX COIN will perform identification of the Customer via video identification procedures for investments of EUR 10,000 or more made by bank transfer by the Customer.

In the case of investments in a crypto currency corresponding to an amount of EUR 25,000 or more, VINX COIN will carry out customer identification by means of video identification procedures.

4.5 The Customer can access its account on the website and login with its access data once registration has been completed.

4.6 However, after a Customers registration is confirmed, VINX COIN may at any time request further information, documents or that identification procedures (e.g. a so-called video identification procedure) be performed in order to identify the respective Customer or beneficial owners.

4.7 The Customer shall inform VINX COIN of any change in its name, address, email address and any changes affecting its tax residence for the duration of the business relationship

§ 5 – Participation in the Online Subscription Process

5.1 Participation in the online subscription process of the VINX COIN STO is only possible via our website and is only permitted for customers registered and identified in accordance with § 3 and § 4.

5.2 After successful registration via our website, the Customer may participate in the Online Subscription Process from the beginning until the end of the subscription period as provided by the Securities Prospectus. For this, the Customer must be logged into its account on the website with its access data.

In order to be able to submit a binding request subscribe VINX tokens, the Customer must follow the instructions on the website for the online subscription process.

The Customer will be given the opportunity to check and, if necessary, correct the data provided and the investment amount/number of VINX tokens before completing the online subscription process. Subsequently, the Customer will receive the following by email: these Conditions of Participation and Use, the Securities Prospectus including supplements, the Terms and Conditions, the Data Protection Statement and Conditions of Participation and Use for the VINX COIN STO Affiliate Partner Program. If the Customer is a consumer, the Customer will also receive the Consumer Information hereto in the email, including the Withdrawal Instructions. The Customer must confirm receipt of the aforementioned documents on the website before completing the online subscription process.

The Customer submits a binding request to subscribe by clicking on the button “Invest with Payment” at the end of the online subscription process. The Customer waives any claim to receiving a declaration of receipt regarding its request to subscribe VINX tokens.

§ 6 – Data Protection

The current Data Protection Statement can be viewed on the website at https://www.vinxcoin.com/privacy-policy/.

§ 7 – Liability

7.1 We are liable for willful action and gross negligence pursuant to the applicable statutory provisions. In the event of slight negligence, we are only liable if a breach of a material contractual obligation (cardinal obligation) occurred, the fulfillment of which is essential for proper performance of the contract and the observance of which may be regularly relied upon by the Customer, and in the event of damages resulting from injury to life, limb or health. We are only liable for foreseeable damage, the occurrence of which may be customarily expected, in the event of slight negligence.

Liability under the Georgian product liability law or for damages based on breach of a guarantee assumed by us, remains unaffected.

The above limitation of liability also applies to the benefit of our employees, representatives, organs and vicarious agents.

We are not liable for loss of data, if the damage is due to the Customer having failed to perform data backups to thereby ensure that lost data can be restored with reasonable effort. In particular, VINX COIN is not liable for the loss of the Customer’s private key. The Customer is solely and exclusively responsible for the safekeeping of its assigned VINX tokens.

7.2 Due to the current state of technology data communication via the internet cannot be guaranteed to be error-free and/or available at all times. VINX COIN is therefore not liable for the constant and uninterrupted availability of the website.

§ 8 – Language

These Conditions of Participation and Use are drawn up in the English language. Translations of these Conditions of Participation and Use into another language are for information purposes only. If a translation deviates from the English language version, this English language version controls.

§ 9 – Applicable Law

The law of the Republic of Georgia shall apply to the exclusion of the UN Convention on Contracts for the International Sale of Goods and the conflict of laws provisions. If a Customer is a consumer and its habitual residence is in a member state of the European Union, Georgian law shall also apply, whereby mandatory provisions of the state in which the Customer has its habitual residence shall remain unaffected. Place of court jurisdiction is Georgia.

§ 10 – Miscellaneous

10.1 These Terms & Conditions set forth the entire agreement and understanding of VINX COIN relating to the subject matter herein and supersedes all prior or contemporaneous disclosures, discussions, understandings and agreements, whether oral or written, between them. Any provision of these Terms & Conditions may be amended, waived or modified unilaterally by VINX.

10.2 In the event one or more of the provisions of these Terms & Conditions is for any reason held to be invalid, illegal or unenforceable, in whole or in part or in any respect, or in the event that any one or more of the provisions operate or would prospectively operate to invalidate these Terms & Conditions, then and in any such event, such provision(s) only will be deemed null and void and will not affect any other provision and the remaining provisions will remain operative and in full force and effect and will not be affected, prejudiced, or disturbed thereby.

10.3 All rights and obligations hereunder will be governed by, construed and enforced in accordance with the laws of Georgian, without regard to the conflicts of law provisions or principles (whether of Georgia or any other jurisdiction) that would cause the application of the laws of any other jurisdiction. Exclusively relevant shall only be the English legal meaning and the English language version of these Terms & Conditions.

10.4 The competent courts for jurisdiction for all disputes arising from or in connection with these Terms & Conditions are those of the city of Batumi.