TERMS OF SERVICE
Last Updated March 8, 2024
OUR SERVICES AND THE INTERFACE ARE NOT OFFERED TO, NOT AVAILABLE, AND SHOULD NOT BE USED BY ANY PERSON OR ENTITY WHO IS A CITIZEN OF, RESIDES IN, IS LOCATED IN, IS INCORPORATED IN, OR WHO HAS A REGISTERED OFFICE IN A DISQUALIFIED JURISDICTION. “DISQUALIFIED JURISDICTION” MEANS THE UNITED STATES, CANADA, ALBANIA, BOSNIA AND HERZEGOVINA, MONTENEGRO, MACEDONIA, KOSOVO, SERBIA, BELARUS, BURMA, COTE D'IVOIRE (IVORY COAST), CRIMEA, CUBA, DEMOCRATIC REPUBLIC OF CONGO, CENTRAL AFRICAN REPUBLIC, IRAN, IRAQ, LIBERIA, NORTH KOREA, SYRIA, ZIMBABWE, YEMEN, VENEZUELA, NICARAGUA, MALI, BURUNDI, LEBANON, LIBYA, SOMALIA, SUDAN, THE UNITED KINGDOM OR ANY OTHER COUNTRY OR TERRITORY THAT IS THE SUBJECT OF COUNTRY-WIDE OR TERRITORY-WIDE SANCTIONS BY THE UNITED STATES. IF YOU ARE LOCATED IN, ARE INCORPORATED IN, OR HAVE A REGISTERED OFFICE IN A DISQUALIFIED JURISDICTION DO NOT ATTEMPT TO USE THIS PRODUCT. THE USE OF A VIRTUAL PRIVATE NETWORK (“VPN”) TO CIRCUMVENT THESE RESTRICTIONS IS PROHIBITED.
These terms of service, together with any documents and additional terms they expressly incorporate by reference, (collectively, these “Terms”), constitute a legally binding agreement between VNM Vault Ltd and its Affiliates (“VNM,” “we,” “us” and “our”) and you concerning your use of, and access to:
VNM’s websites, including https://venom.foundation (and its subdomains); web applications; and all associated sites linked thereto by VNM (collectively with any materials and services available therein, and successor website(s) or application(s) thereto, (the “Site”); and
all products and features available via the Site, including the smart contracts, oracles, matching engine, decentralized applications, APIs and all other software that VNM or a third party has developed for trading blockchain-based assets (collectively, “Digital Assets”), or exchanging one Digital Asset for another Digital Asset (collectively the “Interface”) (collectively the Site and Interface are the “Services”).
Please read these Terms carefully, as these Terms govern your use of the Services. By clicking “I agree” (or a similar language) to these Terms, acknowledging these Terms by other means, or otherwise accessing or using the Services, you accept and agree to be bound by and to comply with these Terms. If you do not agree to these Terms, then you must not access or use the Services.
IMPORTANT NOTICE REGARDING ARBITRATION: WHEN YOU AGREE TO THESE TERMS YOU ARE AGREEING (WITH LIMITED EXCEPTION) TO RESOLVE ANY DISPUTE BETWEEN YOU AND VNM THROUGH BINDING, INDIVIDUAL ARBITRATION RATHER THAN IN COURT. PLEASE REVIEW CAREFULLY SECTION 14 “DISPUTE RESOLUTION AND ARBITRATION” IN THESE TERMS AND CONDITIONS
1. USE OF SERVICES
A. As a condition to accessing or using the Services, you represent and warrant to VNM the following:
if you are entering into these Terms as an individual or representative of an entity, then you are of legal age in the jurisdiction in which you reside and you have the legal capacity, either individually or on the entity’s behalf to enter into these Terms and be bound by them;
you are not accessing the Site or Interface from a Disqualified Jurisdiction;
you are not the subject of economic or trade sanctions administered or enforced by any governmental authority or otherwise designated on any list of prohibited or restricted parties(including the list maintained by the Office of Foreign Assets Control of the U.S. Department of the Treasury) (collectively, “Sanctioned Person”);
you do not intend to transact with any Sanctioned Person;
you do not, and will not, use a VPN or any other privacy or anonymization tools or techniques to circumvent, or attempt to circumvent, any restrictions that apply to the Services and the Interface; and
your use of the Services is not prohibited by or does not otherwise violate, assist you in the violation of any applicable laws or regulations, or contribute to or facilitate any illegal activity.
B. As a condition to accessing or using the Services, you acknowledge, understand, and agree to the following:
from time to time, the Services may be inaccessible or inoperable for any reason, including: (a) equipment or technology or other infrastructure delay, inaccessibility, or malfunctions; (b) periodic maintenance procedures or repairs that VNM or any of our suppliers or contractors may undertake from time to time; (c) causes beyond VNM’s control or that VNM could not reasonably foresee; (d) disruptions and temporary or permanent unavailability of underlying blockchain infrastructure; or (e) unavailability of third-party service providers or external partners for any reason. Without limitation of any other provision of these Terms, and as set forth below, VNM has no responsibility or liability or any losses or other injuries resulting from any such events;
we reserve the right to disable or modify access to the Services (such as restricting features of the Services) at any time in the event of any breach of these Terms, including, if we reasonably believe any of your representations and warranties may be untrue, misleading, or inaccurate, and we will not be liable to you for any losses or damages you may suffer as a result of or in connection with the Services being inaccessible to you at any time or for any reason;
the Services may evolve, which means VNM may apply changes, replace, or discontinue (temporarily or permanently) the Services at any time in our sole discretion;
the pricing information and other data provided on the Site does not represent (i) an offer, a solicitation of an offer, or recommendation to enter into, a transaction with VNM (other than the payment of fees to VNM) or (ii) any advice regarding a transaction entered into using the Site and the Services;
VNM does not act as an agent for you or any other user of the Services;
you are solely responsible for your use of the Services, including all of your transfers of Digital Assets;
to the fullest extent not prohibited by Applicable Law, we owe no fiduciary duties or liabilities to you or any other party, and that to the extent any such duties or liabilities may exist at law or in equity, you hereby irrevocably disclaim, waive, and eliminate those duties and liabilities;
you are solely responsible for reporting and paying any taxes applicable to your use of the Services; and
we have no control over, or liability for, the delivery, quality, safety, legality, or any other aspect of any Digital Assets that you may transfer to or from a third party, and we are not responsible for ensuring that an entity with whom you transact completes the transaction or is authorized to do so, and if you experience a problem with any transactions in Digital Assets using the Services, then you bear the entire risk;
C. As a condition to accessing or using the Services, you covenant to VNM the following:
in connection with using the Services, you only will transfer legally-obtained Digital Assets that belong to you;
you will obey all Applicable Laws in connection with using the Services, and you will not use the Services if the laws of your country, or any other Applicable Law, prohibit you from doing so;
any Digital Assets you use in connection with the Services are either owned by you or you are validly authorized to carry out actions using such Digital Assets; and
2. USER ACCOUNTS
A. Account Creation. In order to use certain features of the Site or Services, you may need to register for an account (“Account”) and provide certain information about yourself as prompted by the account registration form. You represent and warrant that: (a) all required registration information you submit is truthful and accurate; (b) you will maintain the accuracy of such information and (c) that you are in compliance with the applicable law, legislation, regulations, and rules in your Country of residence or any other jurisdiction applicable to you. You may delete your Account at any time, for any reason, by following the instructions on the Site. Company may suspend or terminate your Account in accordance with Section 9.
B. Account Verification. To finish creating your account with us, you shall provide us with the information we request. We collect, verify and retain information for the purposes of identity verification and the detection of money laundering, terrorist financing, fraud, or any other financial crime. Such information may include your name, address, telephone number, email address, date of birth, and your government-issued identification card. When you provide information to us, you verify that the information provided is accurate and complete, and you agree to notify us in writing of any changes made to the information you provide. You hereby authorize us, directly or through a third party, to make any inquiries we consider necessary to verify your identity and/or protect against fraud, including but not limited to: (a) query identity information contained in public reports (e.g., your name, address, past addresses, or date of birth); and (b) take action we reasonably deem necessary based on the results of such inquiries and reports. You further authorize any and all third parties to which such inquiries or requests may be directed to fully respond to such inquiries or requests. We will have no liability or responsibility for any permanent or temporary inability to access or use any Services as a result of any identity verification or other screening procedures.
C. Disqualified Jurisdictions. You may not register an Account or use the Site or Services if you are a resident or citizen of a Disqualified Jurisdiction or where your use of the Services would be illegal or otherwise violate any applicable law of such jurisdiction. You hereby represent and warrant that you are not a citizen or resident of any Disqualified Jurisdiction and that you will not register an Account or use the Site or Services even if our methods to prevent you from registering an account or using the Site or Services can be bypassed. We may implement all such controls as we, in our sole discretion, deem necessary to restrict access to the Site or Services from any Disqualified Jurisdiction.
D. Account Responsibilities. You are responsible for maintaining the confidentiality of your Account login information and are fully responsible for all activities that occur under your Account. If you permit others to use your account credentials, you are responsible for the activities of such users that occur in connection with your account. You will not (i) add or attempt to add any other person’s Account information to your account, (ii) use or attempt to use another user’s account without authorization from that user and us or (iii) impersonate or post on behalf of any person or entity or otherwise mispresent your affiliation with a person or entity. You agree to immediately notify Company of any unauthorized use or suspected unauthorized use of your Account or any other breach of security. Company cannot and will not be liable for any loss or damage arising from your failure to comply with the above requirements.
3. FEES – GAS COSTS
In connection with your use of the Services, you are required to pay all fees necessary for interacting with the blockchain, including “gas” costs, as well as all other fees reflected on the Site at the time of your use of the Services. Although we attempt to provide accurate fee information, this information reflects our estimates of fees, which may vary from the actual fees paid to use the Services and interact with the blockchain.
4. NO PROFESSIONAL ADVICE OR FIDUCIARY DUTIES
All information provided in connection with your access and use of the Services is for informational purposes only and should not be construed as professional advice. You should not take, or refrain from taking any action based on any information contained on the Site or any other information that we make available at any time, including blog posts, data, articles, links to third-party content, discord content, news feeds, tutorials, tweets, and videos. Before you make any financial, legal, or other decisions involving the Services, you should seek independent professional advice from an individual who is licensed and qualified in the area for which such advice would be appropriate. The Terms are not intended to, and do not, create or impose any fiduciary duties on us. You further agree that the only duties and obligations that we owe you are those set out expressly in these Terms.
5. PROHIBITED ACTIVITY
You may not use the Services to engage in the categories of activity set forth below (“Prohibited Uses”). The specific activities set forth below are representative, but not exhaustive, of Prohibited Uses. By using the Services, you confirm that you will not engage in any of the following Prohibited Uses:
violate any Applicable Laws including any relevant and applicable anti-money laundering and anti-terrorist financing laws and sanctions programs, such as the Bank Secrecy Act and the U.S. Department of Treasury’s Office of Foreign Asset Controls;
collecting, uploading, transmitting, displaying, or distributing any content (i) that violates any third-party right, including any copyright, trademark, patent, trade secret, moral right, privacy right, right of publicity, or any other intellectual property or proprietary right; (ii) that is unlawful, predatory, harassing, abusive, tortious, threatening, harmful, invasive of another’s privacy, vulgar, defamatory, false, intentionally misleading, trade libelous, pornographic, obscene, patently offensive, promotes racism, bigotry, hatred, or physical harm of any kind against any group or individual or is otherwise objectionable; (iii) that is harmful to minors in any way; or (iv) that is in violation of any law, regulation, or obligations or restrictions imposed by any third party.;
uploading, transmitting, or distributing to or through the Site any computer viruses, worms, or any software intended to damage or alter a computer system or data; (ii) send through the Site unsolicited or unauthorized advertising, promotional materials, junk mail, spam, chain letters, pyramid schemes, or any other form of duplicative or unsolicited messages, whether commercial or otherwise; (iii) use the Site to harvest, collect, gather or assemble information or data regarding other users, including e-mail addresses, without their consent; (iv) interfere with, disrupt, or create an undue burden on servers or networks connected to the Site, or violate the regulations, policies or procedures of such networks; (v) attempt to gain unauthorized access to the Site (or to other computer systems or networks connected to or used together with the Site), whether through password mining or any other means; (vi) harass or interfere with any other user’s use and enjoyment of the Site; or (vi) use software or automated agents or scripts to produce multiple accounts on the Site, or to generate automated searches, requests, or queries to (or to strip, scrape, or mine data from) the Site.
engage in improper or abusive trading practices, including, but not limited to, (a) any fraudulent act or scheme to defraud, deceive, trick or mislead; (b) trading ahead of another user of the Services or front-running; (c) fraudulent trading; (d) accommodation trading; (e) fictitious transactions; (f) pre-arranged or non-competitive transactions; (g) cornering, or attempted cornering, of any Digital Assets; (h) violations of bids or offers; (i) wash trading (i.e., entering buy and sell orders at or about the same price, volume, and time for the purpose of generating trading volume); (j) manipulation (i.e., trading for the purposes of affecting the market price of a Digital Asset and creating an artificial price); (k) spoofing (i.e., placing buy or sell orders without a bona fide intent to transact and with the intent to cancel before execution); (l) knowingly making any bid or offer for the purpose of making a market price that does not reflect the true state of the market; (m) entering orders for the purpose of entering into transactions without a net change in either party’s open positions but a resulting profit to one party and a loss to the other party, commonly known as a “money pass;” or (n) any other trading activity that, in the reasonable judgment of VNM, is abusive, improper or disruptive to the operation of the Interface.
circumvent any content-filtering techniques, security measures or access controls that VNM employs on the Site, including through the use of a VPN;
use any robot, spider, crawler, scraper or other automated means or interface not provided by us to access the Services, to extract data, or to introduce any malware, virus, Trojan horse, worm, logic bomb, drop-dead device, backdoor, shutdown mechanism or other harmful material into the Site or the Services;
provide false, inaccurate, or misleading information while using the Services or engage in activity that operates to defraud VNM, other users of the Services or any other person;
use or access the Services to transmit or exchange Digital Assets that are the direct or indirect proceeds of any criminal or fraudulent activity, including terrorism or tax evasion;
use the Services from a jurisdiction (including an IP address in a jurisdiction) that we have, in our sole discretion, determined is a jurisdiction where the use of the Site, the Interface or the Services is prohibited, including any Blocked Countries or any Restricted Territory;
impersonate another user of the Services or otherwise misrepresent yourself; or
engage or attempt to engage, or encourage, induce or assist any third party to engage or attempt to engage in any of the activities prohibited under this Section 5 or any other provision of these Terms.
6. CONTENT
A. User Content” means any and all information and content that a user submits to, or uses with, the Site (e.g., content in the user’s profile or postings). You are solely responsible for your User Content. You assume all risks associated with use of your User Content, including any reliance on its accuracy, completeness or usefulness by others, or any disclosure of your User Content that personally identifies you or any third party. You hereby represent and warrant that your User Content does not violate Prohibited Activities defined in Section 5. You may not represent or imply to others that your User Content is in any way provided, sponsored or endorsed by VNM. Because you alone are responsible for your User Content, you may expose yourself to liability if, for example, your User Content violates Section 5. VNM is not obligated to backup any User Content, and your User Content may be deleted at any time without prior notice. You are solely responsible for creating and maintaining your own backup copies of your User Content if you desire.
B. You hereby grant (and you represent and warrant that you have the right to grant) to VNM an irrevocable, nonexclusive, royalty-free and fully paid, worldwide license to reproduce, distribute, publicly display and perform, prepare derivative works of, incorporate into other works, and otherwise use and exploit your User Content, and to grant sublicenses of the foregoing rights, solely for the purposes of including your User Content in the Site. You hereby irrevocably waive (and agree to cause to be waived) any claims and assertions of moral rights or attribution with respect to your User Content.
7. PROPRIETARY RIGHTS
A. You acknowledge that certain aspects of the Services may use, incorporate or link to certain open-source components and that your use of the Services is subject to, and you will comply with, any applicable open-source licenses that govern any such open-source components (collectively, the “Open-Source Licenses”).Without limiting the generality of the foregoing, you may not (a) resell, lease, lend, share, distribute, or otherwise permit any third party to use the Services; (b) use the Services for time-sharing or service bureau purposes; or (c) otherwise use the Services in a manner that violates the Open-Source Licenses.
B. Excluding third-party software that the Services incorporates, as between you and VNM, VNM owns the Services, including all technology, content and other materials used, displayed or provided on the Site or in connection with the Services (including all intellectual property rights subsisting therein, whether or not subject to the Open-Source Licenses), and hereby grants you a limited, non-exclusive, revocable, non-transferable, non-sublicensable license to access and use those portions of the Site and the Services that are proprietary to VNM and not available pursuant to the Open-Source Licenses.
C. Any of VNM’s product or service names, logos, and other marks used on the Site or as a part of the Services including VNM’s name and logo are trademarks owned by VNM or our licensors You may not copy, imitate, or use them without the prior written consent of VNM or the applicable licensors, and these Terms do not grant you any rights in those trademarks. You may not remove, obscure, or alter any legal notices displayed in or along with the Site or the Services.
D. The Services are non-custodial. When you deposit Digital Assets into any smart contract available on the Interface, you are not transferring Digital Assets to VNM, and you retain control over those Digital Assets at all times. The private key associated with the blockchain address from which you transfer Digital Assets is the only private key that can control the Digital Assets you transfer into the smart contracts available on the Interface.
8. THIRD-PARTY LINKS & ADS; OTHER USERS
A. The Site may contain links to third-party websites and services, and/or display advertisements for third parties (collectively, “Third-Party Links & Ads”). Such Third-Party Links & Ads are not under the control of VNM, and VNM is not responsible for any Third-Party Links & Ads. VNM provides access to these Third-Party Links & Ads only as a convenience to you, and does not review, approve, monitor, endorse, warrant, or make any representations with respect to Third-Party Links & Ads. You use all Third-Party Links & Ads at your own risk and should apply a suitable level of caution and discretion in doing so. When you click on any of the Third-Party Links & Ads, the applicable third party’s terms and policies apply, including the third party’s privacy and data gathering practices. You should make whatever investigation you feel necessary or appropriate before proceeding with any transaction in connection with such Third-Party Links & Ads. VNM is not responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with use of or reliance on any content, information, events, goods or services available by or through such Third Party. You understand that by using any of the Services or Third-Party Links & Ads, You may encounter content that may be deemed offensive, indecent, or objectionable, which content may or may not be identified as having explicit language, and that the results of any search or entering of a particular URL may automatically and unintentionally generate links or references to objectionable material. Nevertheless, You agree to use the Services at Your sole risk and that the Application Provider shall not have any liability to You for content that may be found to be offensive, indecent, or objectionable.
B. Each Site user is solely responsible for any and all of its own User Content. Because we do not control User Content, you acknowledge and agree that we are not responsible for any User Content, whether provided by you or by others. We make no guarantees regarding the accuracy, currency, suitability, or quality of any User Content. Your interactions with other Site users are solely between you and such users. You agree that VNM will not be responsible for any loss or damage incurred as the result of any such interactions. If there is a dispute between you and any Site user, we are under no obligation to become involved.
9. MODIFICATION, SUSPENSION, AND TERMINATION
We may, at our sole discretion, from time to time and with or without prior notice to you, modify, suspend or disable (temporarily or permanently) the Services or cancel and remove your Account, in whole or in part, for any reason whatsoever. Upon termination of your access, your right to use the Services will immediately cease. We will not be liable for any losses suffered by you resulting from any modification to any Services or from any modification, suspension or termination, for any reason, of your access to all or any portion of the Services. The following sections of these Terms will survive any termination of your access to the Site or the Services, regardless of the reasons for its expiration or termination, in addition to any other provision which by law or by its nature should survive: Section 7 and Sections 9 through Section 17.
10. RISKS
A. By accessing or using the Services , you understand and agree to the inherent risks associated with cryptographic systems and blockchain-based networks; Digital Assets, including the usage and intricacies of native Digital Assets; smart contract-based tokens, including fungible tokens and NFTs; and systems that interact with blockchain-based networks. VNM does not own or control any of the underlying software through which blockchain networks are formed. In general, the software underlying blockchain networks is open source, such that anyone can use, copy, modify, and distribute it. By using the Services, you acknowledge and agree (a) that VNM is not responsible for the operation of the blockchain-based software and networks underlying the Services, (b) that there exists no guarantee of the functionality, security, or availability of that software and networks, and (c) that the underlying blockchain-based networks are subject to sudden changes in operating rules, such as those commonly referred to as “forks,” which may materially affect the Services. Blockchain networks use public and private key cryptography. You alone are responsible for securing your private key(s). We do not have access to your private key(s). Losing control of your private key(s) will permanently and irreversibly deny you access to Digital Assets on the blockchain-based networks. Neither VNM nor any other person or entity will be able to retrieve or protect your Digital Assets. If your private key(s) are lost, then you will not be able to transfer your Digital Assets to any other blockchain address or wallet. If this occurs, then you will not be able to realize any value or utility from the Digital Assets that you may hold.
B. You acknowledge and understand that the Services and your Digital Assets could be impacted by one or more regulatory inquiries or regulatory actions, which could impede or limit the ability of VNM to continue to make available our proprietary software and could impede or limit your ability to access or use the Services.
C. You acknowledge and understand that cryptography is a progressing field with advances in code cracking or other technical advancements, such as the development of quantum computers, which may present risks to Digital Assets and the Services, and could result in the theft or loss of your Digital Assets. To the extent possible, the smart contracts available on the Interface will be updated to account for any advances in cryptography and to incorporate additional security measures necessary to address risks presented from technological advancements, but that intention does not guarantee or otherwise ensure full security of the Services.
D. You understand that blockchains remain under development, which creates technological and security risks when using the Services in addition to uncertainty relating to Digital Assets and transactions therein. You acknowledge that the cost of transacting on any blockchain is variable and may increase at any time causing impact to any activities taking place on the the blockchain, which may result in price fluctuations or increased costs when using the Services.
E. You acknowledge that the Services are subject to flaws and that you are solely responsible for evaluating any code provided relating to the Services. This warning and other warnings that VNM provides in these Terms are in no way evidence or represent an on-going duty to alert you to all of the potential risks of utilizing the Services.
F. Although we intend to provide accurate and timely information and data on the Site and during your use of the Services, the Site and other information available when using the Services may not always be entirely accurate, complete, or current and may also include technical inaccuracies or typographical errors. To continue to provide you with as complete and accurate information as possible, information may be changed or updated from time to time without notice, including information regarding our policies. Accordingly, you acknowledge and understand that you should verify all information before relying on it, and all decisions based on information contained on the Site or as part of the Services are your sole responsibility. No representation is made as to the accuracy, completeness, or appropriateness for any particular purpose of any pricing information distributed via the Site or otherwise when using the Services. Prices and pricing information may be higher or lower than prices available on platforms providing similar services.
G. Any use or interaction with the Services requires a comprehensive understanding of applied cryptography and computer science to appreciate the inherent risks, including those listed above. You represent and warrant that you possess relevant knowledge and skills. Any reference to a type of Digital Asset on the Site or otherwise during the use of the Services does not indicate our approval or disapproval of the technology on which the Digital Asset relies, and should not be used as a substitute for your understanding of the risks specific to each type of Digital Asset.
H. Use of the Services may carry financial risk. Digital Assets are, by their nature, highly experimental, risky, and volatile. Transactions entered into in connection with the Services are irreversible, final and there are no refunds. You acknowledge and agree that you will access and use the Services at your own risk. The risk of loss in trading Digital Assets can be substantial. You should, therefore, carefully consider whether such trading is suitable for you in light of your circumstances and financial resources. By using the Services, you represent and warrant that you have been, are, and will be solely responsible for making your independent appraisal and investigations into the risks of a given transaction and the underlying Digital Assets. You represent that you have sufficient knowledge, market sophistication, professional advice, and experience to make your evaluation of the merits and risks of any transaction conducted in connection with the Services or any Digital Asset. You accept all consequences of using the Services, including the risk that you may lose access to your Digital Assets indefinitely. All transaction decisions are made solely by you. Notwithstanding anything in these Terms, we accept no responsibility whatsoever for, and will in no circumstances be liable to you for any loss or injury sustained by you or any third parties in connection with, your use of the Services for performing Digital Asset transactions.
I. We must comply with Applicable Law, which may require us to, upon request by government agencies, take certain actions or provide information. You acknowledge and understand that VNM may in its sole discretion take any action it deems appropriate to cooperate with government agencies or comply with Applicable Law.
J. You understand that you are responsible for all trades you place, including any erroneous orders that may be filled. We do not take any action to resolve erroneous trades that result from your errors.
K. You hereby assume the risks set forth in this Section 10 and Section 1, and acknowledge and agree that VNM will have no responsibility or liability for the risks set forth in this Section 10. You hereby irrevocably waive, release and discharge all claims, whether known or unknown to you, against VNM, its Affiliates and their shareholders, members, directors, officers, employees, agents, and representatives, suppliers, and contractors (“Representatives”) related to any of the risks set forth in this Section 9 and Section 1. “Affiliate” means an entity that controls, is controlled by or is under common control with a party, where "control" means ownership of 50% or more of the shares, equity interest or other securities entitled to vote for election of directors or other managing authority.
11. INDEMNIFICATION
YOU AGREE TO INDEMNIFY AND HOLD VNM, ITS AFFILIATES (AND THEIR OFFICERS, EMPLOYEES, ATTORNEYS, AND AGENTS) HARMLESS, INCLUDING COSTS AND ATTORNEYS’ FEES, FROM ANY CLAIM, DEMAND, LAWSUIT, ACTION, PROCEEDING, INVESTIGATION, LIABILITY, DAMAGE, LOSS, COST OR EXPENSE, DUE TO OR ARISING OUT OF (A) YOUR USE OF THE SITE, (B) YOUR VIOLATION OF THESE TERMS, (C) YOUR VIOLATION OF APPLICABLE LAWS OR REGULATIONS, (d) YOUR USE OF DIGITAL ASSETS, (E) YOUR INFRINGEMENT OR MISAPPROPRIATION OF THE RIGHTS OF ANY OTHER PERSON OR ENTITY, OR (F) YOUR USER CONTENT. YOU AGREE TO PROMPTLY NOTIFY VNM OF ANY CLAIMS. VNM RESERVES THE RIGHT, AT YOUR EXPENSE, TO ASSUME THE EXCLUSIVE DEFENSE AND CONTROL OF ANY MATTER FOR WHICH YOU ARE REQUIRED TO INDEMNIFY US, AND YOU AGREE TO COOPERATE WITH OUR DEFENSE OF THESE CLAIMS. YOU AGREE NOT TO SETTLE ANY MATTER WITHOUT THE PRIOR WRITTEN CONSENT OF VNM. VNM WILL USE REASONABLE EFFORTS TO NOTIFY YOU OF ANY SUCH CLAIM, ACTION OR PROCEEDING UPON BECOMING AWARE OF IT.
12. DISCLOSURES; DISCLAIMERS
A. By accessing or using the Services, you agree that VNM does not provide execution, settlement, or clearing services of any kind and is not responsible for the execution, settlement, or clearing of transactions automated through the Services.
B. VNM does not operate a Digital Asset or exchange platform or offer trade execution or clearing services and has no oversight, involvement, or control concerning your transactions using the Services. All transactions between users of the Interface are executed peer-to-peer directly between the users’ addresses through a smart contract. You are responsible for complying with all Applicable Laws that govern your Digital Assets.
C. You understand that VNM is not registered or licensed by any regulatory agency or authority. No such agency or authority has reviewed or approved the use of the Services.
D. The site is provided on an “as-is” and “as available” basis, and VNM (and our suppliers) expressly disclaim any and all warranties and conditions of any kind, whether express, implied, or statutory, including all warranties or conditions of merchantability, fitness for a particular purpose, title, quiet enjoyment, accuracy, or non-infringement. We (and our suppliers) make no warranty that the site will meet your requirements, will be available on an uninterrupted, timely, secure, or error-free basis, or will be accurate, reliable, free of viruses or other harmful code, complete, legal, or safe.
E. You acknowledge that data you provide while accessing or using the Services may become irretrievably lost or corrupted or temporarily unavailable due to a variety of causes, and agree that, to the maximum extent permitted under Applicable Law, we will not be liable for any loss or damage caused by denial-of-service attacks, software failures, viruses or other technologically harmful materials (including those which may infect your computer equipment), protocol changes by third-party providers, Internet outages, force majeure events or other disasters, scheduled or unscheduled maintenance, or other causes either within or outside of our control.
13. LIMITATION ON LIABILITY
A. Without limitation of any other provision of these Terms, you hereby agree that neither VNM nor any of its Representatives will have any responsibility or liability whatsoever for any loss or injury sustained by you or any third parties as a result of (i) any equipment or technology or other infrastructure delay, inaccessibility, or malfunctions; (ii) periodic maintenance procedures or repairs that VNM or any of our suppliers or contractors may undertake from time to time; (iii) causes beyond VNM’s control or that VNM could not reasonably foresee; (iv) disruptions and temporary or permanent unavailability of underlying blockchain infrastructure; or (v) unavailability of third-party service providers or external partners for any reason. Under no circumstances will VNM or its Representatives have any liability for any such loss or injury caused by any of the foregoing events, including but not limited to any obligation to cover or reimburse any damages or losses caused by such events. You expressly acknowledge that any risk of loss resulting from such events shall be borne by you, and you expressly assume any and all such risks.
B. In no event will VNM, the Representatives, our suppliers and contractors, and VNM’s or our suppliers’ and contractors’ respective stockholders, members, directors, officers, managers, employees, attorneys, agents, representatives, suppliers and contractors (collectively, the “Risk Limited Parties”) be liable for any incidental, indirect, special, punitive, consequential or similar damages or liabilities whatsoever (including damages for loss of fiat, assets, data, information, revenue, opportunities, use, goodwill, profits or other business or financial benefit) arising out of or in connection with the Services (and any of their content and functionality), any execution or settlement of a transaction, any performance or non-performance of the Services, your Digital Assets, or any other product, service or other item provided by or on behalf of VNM, whether under contract, tort (including negligence), civil liability statute strict liability breach of warranties or under any other theory of liability and whether or not we have been advised of, knew of or should have known of the possibility of such damages and, notwithstanding any failure of the essential purpose of these Terms or any limited remedy hereunder, nor is VNM in any way responsible for the execution or settlement of transactions between users of the Services.
C. Without limitation of any provision of these Terms, in the event that VNM or any related party is found liable under these Terms, the aggregate liability of VNM and its Affiliates (together with our equity owners, members, directors, managers, officers, employees, attorneys, agents, Representatives, suppliers, or contractors), arising out of or in connection with your use of the Services, any performance or nonperformance of the Services, your Digital Assets, or any other product, service or other item provided by or on behalf of VNM, whether under contract, tort (including negligence), civil liability, statute, strict liability or other theory of liability, will not exceed the amount of fees paid by you to VNM under these Terms, if any, in the one (1) month period immediately preceding the event giving rise to the claim for liability.
14. DISPUTE RESOLUTION AND ARBITRATION
A. YOU AND VNM WAIVE YOUR RIGHTS TO A JUDGE OR JURY TRIAL OR TO HAVE ANY DISPUTE ARISING OUT OF OR RELATED TO THESE TERMS OR THE SERVICES RESOLVED IN COURT.
B. EXCEPT AS EXPRESSLY SET FORTH HEREIN, THE PARTIES HERETO AGREE THAT ANY AND ALL CONTROVERSIES, DISPUTES OR CLAIMS ARISING OUT OF OR IN CONNECTION WITH THESE TERMS AND YOUR USE OF THE SITE OR SERVICES SHALL BE SOLELY AND EXCLUSIVELY RESOLVED IN ACCORDANCE WITH THIS SECTION 14. IF ANY CONTROVERSY, DISPUTE OR CLAIM CANNOT BE SETTLED BY NEGOTIATION BETWEEN THE PARTIES, THEN THE PARTIES SHALL SUBMIT SUCH MATTER TO CONFIDENTIAL, BINDING ARBITRATION ADMINISTERED BY THE AMERICAN ARBITRATION ASSOCIATION (“AAA”) UNDER ITS COMMERCIAL OR INTERNATIONAL ARBITRATION RULES (SUCH ARBITRATION TO BE HELD IN THE CAYMNA ISLANDS BEFORE ONE ARBITRATOR USING THE ENGLISH LANGUAGE). ANY JUDGMENT RENDERED BY THE ARBITRATORS MAY BE ENTERED IN ANY COURT HAVING JURISDICTION THEREON.
C. The arbitrator will have exclusive authority to make all procedural and substantive decisions regarding any dispute and to grant any remedy that would otherwise be available in court, including the power to determine the question of arbitrability. The arbitrator may conduct only an individual arbitration and may not consolidate more than one individual’s claims, preside over any type of class or representative proceeding or preside over any proceeding involving more than one individual.
D. The arbitrator, VNM, and you will maintain the confidentiality of any arbitration proceedings, judgments and awards, including all information gathered, prepared, and presented for purposes of the arbitration or related to the dispute(s) therein. The arbitrator will have the authority to make appropriate rulings to safeguard confidentiality unless the law provides to the contrary. The duty of confidentiality does not apply to the extent that disclosure is necessary to prepare for or conduct the arbitration hearing on the merits, in connection with a court application for a preliminary remedy or in connection with a judicial challenge to an arbitration award or its enforcement, or to the extent that disclosure is otherwise required by law or judicial decision.
E. You and VNM agree that for any arbitration you initiate, you will pay the filing fee and all other AAA fees and costs. For any arbitration initiated by VNM, VNM will pay all AAA fees and costs. You and VNM agree that the courts of the Cayman Islands have exclusive jurisdiction over the enforcement of an arbitration award. F. Any claim arising out of or related to these Terms or the Services must be filed within one (1) year after such claim arose; otherwise, the claim is permanently barred, which means that you and VNM will not have the right to assert the claim.
G. If any portion of this Section 14 is found to be unenforceable or unlawful for any reason, (a) the unenforceable or unlawful provision will be severed from these Terms; (b) severance of the unenforceable or unlawful provision will have no impact whatsoever on the remainder of this Section 14 or the parties’ ability to compel arbitration of any remaining claims on an individual basis under this Section 14; and (c) to the extent that any claims must therefore proceed on a class, collective, consolidated, or representative basis, such claims must be litigated in a civil court of competent jurisdiction and not in arbitration, and the parties agree that litigation of those claims will be stayed pending the outcome of any individual claims in arbitration. Further, if any part of this Section 14 is found to prohibit an individual claim seeking public injunctive relief, then that provision will have no effect to the extent such relief is allowed to be sought out of arbitration, and the remainder of this Section 14 will be enforceable.
15. GOVERNING LAW
The interpretation and enforcement of these Terms, and any Dispute related to these Terms or the Services, will be governed by and construed and enforced under the laws of the Cayman Islands, as applicable, without regard to conflict of law rules or principles (whether of the Cayman Islands or any other jurisdiction) that would cause the application of the laws of any other jurisdiction. You agree that we may initiate a proceeding related to the enforcement or validity of our intellectual property rights in any court having jurisdiction. For any other proceeding that is not subject to arbitration under these Terms, the courts located in the Cayman Islands will have exclusive jurisdiction. You waive any objection to venue in any such courts.
16. MODIFICATIONS TO THESE TERMS
We reserve the right, in our sole discretion, to modify these Terms from time to time. If we make changes, we will provide you with notice of such changes, such as by providing notice through the Services or updating the “Last Updated” date at the top of these Terms. Unless we state otherwise in our notice, all such modifications are effective immediately, and your continued use of the Services after we provide that notice will confirm your acceptance of the changes. If you do not agree to the amended Terms, then you must stop using the Site and the Services.
17. GENERAL INFORMATION
A. Any right or remedy of VNM set forth in these Terms is in addition to, and not in lieu of, any other right or remedy whether described in these Terms, under Applicable Law, at law, or in equity. The failure or delay of VNM in exercising any right, power, or privilege under these Terms will not operate as a waiver thereof.
B. The invalidity or unenforceability of any of these Terms will not affect the validity or enforceability of any other of these Terms, all of which will remain in full force and effect.
C. We will have no responsibility or liability for any failure or delay in performance of any of the Services, or any loss or damage that you may incur, due to any circumstance or event beyond our control, including any flood, extraordinary weather conditions, earthquake, or other act of God, fire, war, insurrection, riot, labor dispute, accident, action of government, communications, power failure, or equipment or software malfunction.
D. You may not assign or transfer any right to use the Services, or any of your rights or obligations under these Terms, without our express prior written consent, including by operation of law or in connection with any change of control. We may assign or transfer any or all of our rights or obligations under these Terms, in whole or in part, with or without notice or obtaining your consent or approval.
E. Except to the extent otherwise provided or unless the context otherwise requires, for the purposes of these Terms: (a) headings of sections are for convenience only and will not be used to limit or construe such sections; (b) whenever the words “include,” “includes” or “including” are used in these Terms, they are deemed to be followed by the words “without limitation”; and (c) the use of “or” is not intended to be exclusive.
F. These Terms contain the entire agreement between you and VNM, and supersede all prior and contemporaneous understandings between the parties with respect to the Services.
G. In the event of any conflict between these Terms and any other agreement you may have with us, these Terms will control unless such other agreement specifically identifies these Terms and declares that such other agreement supersedes these Terms.
H. You agree that, except as otherwise expressly provided in this Agreement, there is no third-party beneficiaries to the Agreement other than the Indemnified Parties.