Please read these Terms of Use (these “Terms of Use”) carefully. This Website and any related websites or subdomains that link to these Terms of Use and are operated by Veronex Foundation (“Veronex”, “we”, “us”, or “our”), its affiliates or agents (collectively, the “Website”) and the information on the Website are owned and controlled by Veronex. These Terms of Use govern the use of the Website and apply to all users visiting the Website or using the services enabled through the Website in any way, including using the Developer Tools (defined below) licensed by Veronex to interact with a layer‑2 blockchain, the Veronex Protocol (the “Protocol”) and using the Website and the services enabled thereby (each including the Website, a “Service” and, collectively, the “Services”) to manage your use of the Developer Tools, access the Protocol, and build decentralized applications (“dApps”) and operate nodes on the Protocol. For the avoidance of doubt, the Protocol is a separate, decentralized, software‑based protocol, released under an open‑source license, and not a Service provided by Veronex.

BY USING ANY SERVICES AND/OR BROWSING THE WEBSITE, YOU REPRESENT THAT (1) YOU HAVE READ, UNDERSTAND, AND AGREE TO BE BOUND BY THIS AGREEMENT (AS DEFINED BELOW), (2) YOU ARE OF LEGAL AGE TO FORM A BINDING CONTRACT WITH VERONEX, (3) YOU HAVE THE AUTHORITY TO ENTER INTO THIS AGREEMENT PERSONALLY OR ON BEHALF OF THE ENTITY (WHETHER OR NOT SUCH ENTITY IS REGISTERED OR INCORPORATED UNDER THE LAWS OF ANY JURISDICTION) YOU HAVE NAMED AS THE USER, AND TO BIND THAT ENTITY TO THIS AGREEMENT; AND (4) YOU UNDERSTAND AND AGREE THAT YOU ARE SOLELY RESPONSIBLE FOR ENSURING THAT YOUR USE OF THE SERVICES COMPLIES WITH THE LAWS OF YOUR JURISDICTION. THE TERM “YOU” REFERS TO THE INDIVIDUAL OR ENTITY, AS APPLICABLE, IDENTIFIED AS THE USER WHEN YOU REGISTERED ON THE WEBSITE. IF YOU DO NOT AGREE TO BE BOUND BY THIS AGREEMENT, YOU MAY NOT ACCESS OR USE THIS WEBSITE OR THE SERVICES.

COMPANY IS NOT AN EXCHANGE, TRUST COMPANY, LICENSED BROKER, DEALER, BROKER-DEALER, INVESTMENT ADVISOR, INVESTMENT MANAGER, OR ADVISER. NEITHER COMPANY NOR OUR SERVICES GIVE, OFFER, OR RENDER INVESTMENT, TAX, OR LEGAL ADVICE. COMPANY PROVIDES DEVELOPER TOOLS THAT ALLOW YOU TO INTERACT WITH THE PROTOCOL, A THIRD-PARTY BLOCKCHAIN, AND OTHER THIRD-PARTY SERVICES (DEFINED BELOW). BEFORE MAKING FINANCIAL OR INVESTMENT DECISIONS, WE RECOMMEND THAT YOU CONTACT AN INVESTMENT ADVISOR, OR TAX OR LEGAL PROFESSIONAL.

The Service provides an interface that allows users of our Website (“Users”) to interact with the Protocol and build nodes on the Protocol. The Protocol is an independent, decentralized, open-source, software-based protocol that is governed by a decentralized government structure. For the avoidance of doubt, the Protocol is not part of the Website and is not a Service made available by Veronex under this Agreement. Veronex has no obligation to monitor or control any use of the Protocol by you or any third party. Veronex makes no representations or warranties about the functionality of the Protocol. All interactions on the Protocol are undertaken at your own risk, and Veronex is not and shall not be liable to you or to any third party for any loss or damage arising from or connected to your or any third party’s use of the Protocol.

Notwithstanding anything to the contrary set forth herein, the terms of Sections 10 through 12 of this Agreement apply, mutatis mutandis, to any claims arising out of your interaction with or inability to interact with the Protocol. THE PROTOCOL IS MADE AVAILABLE ON AN “AS-IS” AND “AS AVAILABLE” BASIS, WITH ALL FAULTS, AND YOU ACCESS, INTERACT WITH AND/OR BUILD ON THE PROTOCOL AT YOUR OWN RISK.

SECTION 16 CONTAINS PROVISIONS THAT GOVERN HOW TO RESOLVE DISPUTES BETWEEN YOU AND VERONEX. AMONG OTHER THINGS, SECTION 16 INCLUDES AN AGREEMENT TO ARBITRATE WHICH REQUIRES, WITH LIMITED EXCEPTIONS, THAT ALL DISPUTES BETWEEN YOU AND US SHALL BE RESOLVED BY BINDING AND FINAL ARBITRATION. SECTION 16 ALSO CONTAINS A CLASS ACTION AND JURY TRIAL WAIVER. PLEASE READ SECTION 16 CAREFULLY.

UNLESS YOU OPT OUT OF THE ARBITRATION AGREEMENT WITHIN THIRTY (30) DAYS IN ACCORDANCE WITH SECTION 16: (1) YOU WILL ONLY BE PERMITTED TO PURSUE DISPUTES OR CLAIMS AND SEEK RELIEF AGAINST US ON AN INDIVIDUAL BASIS, NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY CLASS OR REPRESENTATIVE ACTION OR PROCEEDING, AND YOU WAIVE YOUR RIGHT TO PARTICIPATE IN A CLASS ACTION LAWSUIT OR CLASS-WIDE ARBITRATION; AND (2) YOU ARE WAIVING YOUR RIGHT TO PURSUE DISPUTES OR CLAIMS AND SEEK RELIEF IN A COURT OF LAW AND TO HAVE A JURY TRIAL.

PLEASE BE AWARE THAT SECTION 4.4 (VERONEX COMMUNICATIONS) OF THIS AGREEMENT, BELOW, CONTAINS YOUR OPT-IN CONSENT TO RECEIVE COMMUNICATIONS FROM US.

Your use of, and participation in, certain Services may be subject to additional terms (“Supplemental Terms”) and such Supplemental Terms will either be listed in these Terms of Use or will be presented to you for your acceptance when you sign up to use the supplemental Service(s). If these Terms of Use are inconsistent with the Supplemental Terms, the Supplemental Terms shall control with respect to the applicable Service(s). These Terms of Use and any applicable Supplemental Terms are referred to herein as this “Agreement.”

PLEASE NOTE THAT THIS AGREEMENT IS SUBJECT TO CHANGE BY VERONEX IN ITS SOLE DISCRETION AT ANY TIME. When changes are made, Veronex will make a new copy of this Agreement available at the Website and any new Supplemental Terms will be made available from within, or through, the affected Service on the Website. We will also update the “Last Updated” date at the top of this Agreement. If we make any material changes, we may notify you by email or by notification through the Services or through our social media channels. Any changes to this Agreement will be effective immediately for new users of the Website and/or Services and will be effective thirty (30) days after posting notice of such changes on the Website for existing Users. Veronex may require you to provide consent to the updated Agreement in a specified manner before further use of the Website and/or the Services is permitted. If you do not agree to any change(s) after receiving notice of such change(s), you shall stop using the Services. Otherwise, your continued use of the Services constitutes your acceptance of such change(s). PLEASE REGULARLY CHECK THE WEBSITE TO VIEW THE THEN-CURRENT TERMS.

The Platform. Veronex’s Services include access to its “Platform,” which is a proprietary online platform enabled through the Website and supported documentation made available therewith, that may allow Users to use an interface to interact with the Protocol and other third-party blockchain protocols (each a “Supported Blockchain”) as well as Third-Party Services.

Veronex Developer Tools. Your use of any software and associated documentation that is made available via the Service (“Developer Tools”) is governed by the terms of the license agreement that accompanies or is included with the Developer Tools, or by the license agreement expressly stated on the Website page(s) accompanying the Developer Tools. These license terms may be posted with the Developer Tools downloads or at the Website page where the Developer Tools can be accessed. Unless you agree to the terms of such license agreement, you shall not use, download, install, access, or otherwise utilize in any way any Developer Tool that is accompanied by or includes a license agreement. At no time will Veronex provide you with any tangible copy of our Developer Tools. Veronex delivers access to the Developer Tools via electronic transfer or download and does not use or deliver any tangible media in connection with the (i) delivery, installation, updating, or problem resolution of any Developer Tool (including any new releases); or (ii) delivery, correction, or updating of documentation.

Veronex Developer Tools. Your use of any software and associated documentation that is made available via the Service (“Developer Tools”) is governed by the terms of the license agreement that accompanies or is included with the Developer Tools, or by the license agreement expressly stated on the Website page(s) accompanying the Developer Tools. These license terms may be posted with the Developer Tools downloads or at the Website page where the Developer Tools can be accessed. Unless you agree to the terms of such license agreement, you shall not use, download, install, access, or otherwise utilize in any way any Developer Tool that is accompanied by or includes a license agreement. At no time will Veronex provide you with any tangible copy of our Developer Tools. Veronex delivers access to the Developer Tools via electronic transfer or download and does not use or deliver any tangible media in connection with the (i) delivery, installation, updating, or problem resolution of any Developer Tool (including any new releases); or (ii) delivery, correction, or updating of documentation.

Unless the accompanying license agreement expressly allows otherwise, any copying or redistribution of the Developer Tools is prohibited, including any copying or redistribution of the Developer Tools to any other server or location, or redistribution or use on a service bureau basis. If there is any conflict between this Agreement and the license agreement, the license agreement takes precedence in relation to that Developer Tool (except as provided in the following sentence). If the Developer Tools are a pre-release version, then, notwithstanding anything to the contrary included within an accompanying license agreement, you are not permitted to use or otherwise rely on the Developer Tools for any commercial or production purposes, and you use such pre-release versions of the applicable Developer Tools at your own risk.

If you and Veronex have not entered into a separate license agreement with respect to your use of the Developer Tools or if no license agreement accompanies use of the Developer Tools, use of the Developer Tools will be governed by this Agreement and, subject to your compliance with this Agreement, Veronex grants you a non-assignable, non-transferable, non-sublicensable, revocable, non-exclusive license to use the Website and the Developer Tools for the sole purpose of enabling you to use the Service in the manner permitted by this Agreement. You acknowledge and agree that, unless otherwise set forth in a written license agreement, Veronex has no obligation to continue to make the Website and/or any Developer Tools available, and that Veronex, in its sole discretion, may terminate your license to the Website and/or any Developer Tools at any point. Some Developer Tools may be offered under an OSS License (defined below). There may be provisions in the OSS License that expressly override this Agreement.

Open Source Software. You acknowledge and agree that the Service may use, incorporate, or link to certain software made available under an “open-source” or “free” license (“OSS” or “OSS License,” as applicable), and that your use of the Service is subject to, and you agree to comply with, any applicable OSS Licenses. Each item of OSS is licensed under the terms of the end-user license that accompanies such OSS. Nothing in this Agreement limits your rights under, or grants you rights that supersede, the terms and conditions of any applicable end user license for the OSS.

dApps. The Services may include tools (including Developer Tools) that you may use in connection with creating, converting, building, or deploying (collectively, “Building”) dApps to the Protocol. For the avoidance of doubt, you are solely responsible for any dApps that you Build. This means, without limitation, that you and not we are liable to any end users of your dApps in connection with their use of same. If you Build a dApp and make it available to any end user, you agree that such end user’s access to the dApp will be accompanied by an end user license agreement (“EULA”) no less protective of Veronex than the terms set forth hereunder, including without limitation as set forth in Sections 9, 10, and 11 hereof. Each EULA will be solely between you and the applicable end user, will conform to all applicable laws, and will disclaim all of Veronex’s liability to end users or any third party in connection with the Protocol and Services. For the avoidance of doubt, Veronex shall not be responsible for and shall not have any liability whatsoever to you or any third party in connection with, any dApp, any EULA, or any breach thereof by you or any end user of your dApps.

Turbo Tap. Subject to your ongoing compliance with this Agreement and any Turbo Tap Terms (defined below) made available by Veronex from time to time, Veronex may enable you to participate in a limited program that rewards users for interacting with the Service (“Turbo Tap”) by allocating such users with rewards that bear no cash or monetary value and are made available by Veronex (“Grass”, as further described below). Your participation in Turbo Tap constitutes your acceptance of the then-current terms and conditions applicable to Turbo Tap at the time of such participation (the “Turbo Tap Terms”), including as set forth below in this Section 1.5, as may be modified or updated by Veronex in its sole discretion. Additional terms applicable to Turbo Tap, which shall constitute part of the Turbo Tap Terms, may be set forth on the Platform from time to time.

Eligibility. To be eligible to participate in Turbo Tap you must accept the terms of this Agreement and accept the Turbo Tap Terms.

Grass. Grass will be allocated in accordance with the then-current Turbo Tap Terms and any applicable Supplemental Terms. Veronex does not guarantee that you will receive or be eligible to receive any minimum amount of Grass by participating in Turbo Tap. Grass has no monetary value, is non-transferable and cannot be redeemed for cash or any other currency. Accumulating Grass does not entitle you to any vested rights, and Veronex does not guarantee in any way the continued availability of Grass. GRASS HAS NO CASH VALUE. GRASS IS NON-TRANSFERABLE. GRASS IS MADE AVAILABLE “AS IS” AND WITHOUT WARRANTY OF ANY KIND.

Taxes. In the event that any applicable authority determines that your receipt of Grass is a taxable event, you agree that you, and not Veronex, are solely liable for payment of such taxes, and you agree to indemnify Veronex in connection with same.

Disclaimers. Grass is provided solely as an optional enhancement to users to incentivize participation in our community. Grass does not constitute compensation or any other form of consideration for services. You agree that Grass may be cancelled or revoked by Veronex at any time, including if you breach this Agreement; misuse or abuse Turbo Tap; or commit or participate in any fraudulent activity related to Turbo Tap, including without limitation execution of or participation in any Sybil attack. VERONEX RESERVES THE RIGHT TO MODIFY OR TERMINATE TURBO TAP AT ANY TIME, FOR ANY OR FOR NO REASON, WITH OR WITHOUT NOTICE TO YOU. In the event of any termination, all Grass will expire immediately as of the effective date of termination.

Supported Blockchains. Veronex does not own or control any Supported Blockchain. All use of any Supported Blockchain is at your own risk.

Compatibility Risk. The Services may not be compatible with all forms of cryptocurrency, blockchains, and/or types of transactions. Whether or not a Service is then-currently compatible with a Supported Blockchain may change at any time, in Veronex’s sole discretion, with or without notice to you.

Taxes. You are solely responsible (and Veronex has no responsibility) for determining what, if any, taxes apply to any activity related to the Services.

ELIGIBILITY; USER REPRESENTATIONS AND WARRANTIES

Eligibility.
Veronex reserves the right, in its sole discretion, to determine the eligibility of users for the Services. We may require you to provide information and/or documentation to verify or confirm your eligibility, including on a periodic or ongoing basis. Unless prohibited by applicable law, Veronex may restrict any individual from accessing the Services at any time.

User Representations and Warranties.
You represent and warrant that:

• You are (i) at least eighteen (18) years old; (ii) of legal age to form a binding contract; and (iii) not a person barred from using Services under the laws of the Cayman Islands, the United States, your place of residence or any other applicable jurisdiction.

• If you are acting on behalf of a DAO or other entity, whether or not such entity is formally incorporated under the laws of your jurisdiction, you represent and warrant that you have all right and authority necessary to act on behalf of such entity.

• None of:

  • (i) you;

  • (ii) any affiliate of any entity on behalf of which you are entering into this Agreement;

  • (iii) any other person having a beneficial interest in any entity on behalf of which you are entering into this Agreement (or in any affiliate thereof); or

  • (iv) any person for whom you are acting as agent or nominee in connection with this Agreement
    is:

  • (A) a country, territory, entity or individual named on an OFAC list as provided at http://www.treas.gov/ofac, or any person or entity prohibited under the OFAC programs, regardless of whether or not they appear on the OFAC list; or

  • (B) a senior foreign political figure, or any immediate family member or close associate of a senior foreign political figure.

• There is no legal proceeding pending that relates to your activities relating to buying, selling, staking, or otherwise using cryptocurrency or any other token- or digital asset-trading or blockchain technology-related activities.

• You have not failed to comply with, and have not violated, any applicable legal requirement relating to any blockchain technologies or token-trading activities, and no investigation or review by any governmental entity is pending or, to your knowledge, has been threatened against or with respect to you, nor does any government order or action prohibit you or any of your representatives from engaging in or continuing any conduct, activity or practice relating to cryptocurrency.

Digital Wallets.
In connection with certain features of the Services you may need to connect a software-based digital wallet (“Digital Wallet”) to the Services and/or use the Services to initiate transactions in cryptocurrency assets (“User Assets”) to or from a Digital Wallet. You represent that you are entitled to use such Digital Wallet. Please note that if a Digital Wallet or associated service becomes unavailable then you should not attempt to use such Digital Wallet in connection with the Services, and we disclaim all liability in connection with the foregoing, including without limitation any inability to access any User Assets. PLEASE NOTE THAT YOUR RELATIONSHIP WITH THE THIRD-PARTY SERVICE PROVIDERS ASSOCIATED WITH YOUR DIGITAL WALLET IS GOVERNED SOLELY BY YOUR AGREEMENT(S) WITH SUCH THIRD-PARTY SERVICE PROVIDERS, AND COMPANY DISCLAIMS ANY LIABILITY FOR INFORMATION THAT MAY BE PROVIDED TO IT OR USER ASSETS THAT MAY BE DEPLOYED TO THE PROTOCOL BY OR THROUGH SUCH THIRD-PARTY SERVICE PROVIDERS IN VIOLATION OF THE SETTINGS THAT YOU HAVE SET IN SUCH DIGITAL WALLETS.

Necessary Equipment and Software.
You must provide all equipment and software necessary to connect to the Services, including but not limited to, a mobile device that is suitable to connect with and use the Services as applicable. You are solely responsible for any fees, including Internet connection or mobile fees, that you incur when accessing the Services.

YOUR ASSUMPTION OF RISK

Risk of Financial Loss.
WHEN YOU USE THE SERVICES, YOU UNDERSTAND AND ACKNOWLEDGE THAT VERONEX IS NOT A FINANCIAL OR INVESTMENT ADVISOR AND THAT THE SERVICES ENTAIL A RISK OF LOSS AND MAY NOT MEET YOUR NEEDS. The Services provided by Veronex rely on Supported Blockchains and the applicable Blockchain Rules, which may not be reliable, consistent, or dependable in all scenarios. Veronex may not be able to foresee or anticipate technical or other difficulties which may result in data loss or other service interruptions.

Cybersecurity Risks.
You understand that like any other software, the Platform, the Developer Tools, and the Services could be at risk of third-party malware, hacks, or cybersecurity breaches. You agree that it is your responsibility to monitor your User Assets regularly and confirm their proper use and deployment consistent with your intentions.

Expertise and Experience.
You represent and warrant that you:
(i) have the necessary technical expertise and ability to review and evaluate the security, integrity, and operation of your Digital Wallet and any Supported Blockchains in connection with the Services;
(ii) have the knowledge, experience, understanding, professional advice, and information to make your own evaluation of the merits, risks, and applicable compliance requirements under applicable laws of any use of your Digital Wallet and any Supported Blockchains in connection with the Services;
(iii) know, understand, and accept the risks associated with your Digital Wallet and any Supported Blockchains in connection with the Services; and
(iv) accept the risks associated with blockchain technology generally and are responsible for conducting your own independent analysis of the risks specific to your use of the Services. You further agree that Veronex will have no responsibility or liability for such risks.

General Risks of Blockchain Technology.
In order to be successfully completed, any transaction or deployment on a Supported Blockchain must be confirmed by and recorded on the applicable Supported Blockchain. Veronex has no control over any Supported Blockchain, and therefore cannot and does not ensure that any details that you submit or receive via our Services will be validated by or confirmed on the relevant Supported Blockchain, and Veronex does not have the ability to facilitate any cancellation or modification requests. You accept and acknowledge that you take full responsibility for all activities that you effect through your Digital Wallet and accept all risks of loss, including loss as a result of any authorized or unauthorized access to your Digital Wallet, to the maximum extent permitted by law.

You further accept and acknowledge that:

• There are risks associated with using digital assets, including but not limited to:

  • the risk of hardware, software, and Internet connection failures;

  • the risk of malicious software introduction;

  • the risk that third parties may obtain unauthorized access to information stored within your Digital Wallet;

  • the risks of counterfeit assets, mislabeled assets, assets that are vulnerable to metadata decay, assets on smart contracts with bugs, and assets that may become untransferable;

  • and the risk that such digital assets may fluctuate in value.
    You accept and acknowledge that Veronex will not be responsible for any communication failures, disruptions, errors, distortions, delays, or losses you may experience when using blockchain technology, however caused.

• The regulatory regimes governing blockchain technologies, cryptocurrencies, and tokens are uncertain, and new regulations or policies, or new or different interpretations of existing regulations, may materially adversely affect the development of the Services.

• Veronex makes no guarantee as to the functionality of any blockchain’s decentralized governance, which could, among other things, lead to delays, conflicts of interest, or operational decisions (including without limitation changes to any Blockchain Rules). You acknowledge and accept that the Blockchain Rules governing the operation of a Supported Blockchain may be subject to sudden changes which may materially alter such Supported Blockchain and affect its function.

• Veronex makes no guarantee as to the security of any Supported Blockchain. Veronex is not liable for any hacks, double spending, or any other attacks on a Supported Blockchain. Any Supported Blockchain may slash or otherwise impose penalties on certain validators in response to activity not condoned by such blockchain, whether in accordance with the applicable Blockchain Rules or otherwise. You acknowledge and agree that Veronex shall have no liability in connection with any such slashing or penalties.

• The Supported Blockchains are controlled by third parties, and Veronex is not responsible for their performance nor any risks associated with the use thereof. The Services rely on, and Veronex makes no guarantees or warranties as to the functionality of or access to, any Supported Blockchain or Third-Party Service.

• You control your Digital Wallet, and Veronex is not responsible for its performance, nor any risks associated with the use thereof.

USE OF THE SERVICES

License to the Services.
Subject to this Agreement, Veronex grants you a limited license to access and use the Services solely as described hereunder. Unless otherwise specified by Veronex in a separate license, your right to use any and all Services is subject to this Agreement. You acknowledge and agree that nothing set forth herein shall be construed as a sale of any ownership interest in or to the Services or any intellectual property rights associated therewith.

Updates.
You understand that Services are evolving. You acknowledge and agree that Veronex may update Services with or without notifying you. You may need to update third-party software from time to time in order to use Services.

Certain Restrictions

The Services are intended for your internal use only. The rights granted to you in this Agreement are subject to the following restrictions:
(a) you shall not license, sell, rent, lease, transfer, assign, reproduce, distribute, host or otherwise commercially exploit the Services or any portion of the Services, including the Website, or any Developer Tools, whether in whole or in part, or any content displayed on the Website or any Developer Tools;
(b) you shall not frame or utilize framing techniques to enclose any trademark, logo, or other Services (including images, text, page layout or form) of Veronex;
(c) you shall not use any metatags or other “hidden text” using Veronex’s name or trademarks;
(d) you shall not access the Website or any Developer Tools in order to build a similar or competitive website, product, or service;
(e) you shall not modify, translate, adapt, merge, make derivative works of, disassemble, decompile, reverse compile or reverse engineer any part of the Services or any Developer Tools except to the extent the foregoing restrictions are expressly prohibited by applicable law;
(f) you shall not use any manual or automated software, devices or other processes (including but not limited to spiders, robots, scrapers, crawlers, avatars, data mining tools or the like) to “scrape” or download data from any web pages contained in the Website (except that we grant the operators of public search engines revocable permission to use spiders to copy materials from the Website for the sole purpose of and solely to the extent necessary for creating publicly available searchable indices of the materials, but not caches or archives of such materials);
(g) except as expressly stated herein, no part of the Services may be copied, reproduced, distributed, republished, downloaded, displayed, posted or transmitted in any form or by any means; and
(h) you shall not remove or destroy any copyright notices or other proprietary markings contained on or in the Services.

Any future release, update, or other addition to the Services shall be subject to this Agreement. Veronex, its suppliers, and service providers reserve all rights not granted in this Agreement. Any unauthorized use of the Services may terminate the licenses granted by Veronex pursuant to this Agreement.

Veronex Communications

By entering into this Agreement or using the Services, you agree to receive communications from us, including via e-mail. Communications from us and our affiliated companies may include but are not limited to: operational communications concerning your use of the Services, updates concerning new and existing features on the Services, communications concerning promotions run by us or our third-party partners, and news concerning Veronex and industry developments.

Third-Party Services

Certain features of the Services may rely on or enable you to access third-party websites, services, technology, or applications accessible or otherwise connected to the Services but not provided by Veronex, including without limitation any Supported Blockchain, any validator on such Supported Blockchain, Digital Wallets, and dApps built by you or other Users on or accessed through the Services (each, a “Third-Party Service” and, collectively, “Third-Party Services”). Notwithstanding anything to the contrary in this Agreement, you acknowledge and agree that:
(i) Veronex shall not be liable for any damages, liabilities, or other harms in connection with your use of and/or any inability to access the Third-Party Services; and
(ii) Veronex shall be under no obligation to inquire into and shall not be liable for any damages, other liabilities, or harm to any person or entity relating to any losses, delays, failures, errors, interruptions, or loss of data occurring directly or indirectly by reason of Third-Party Services or any other circumstances beyond Veronex’s control, including without limitation the failure of a Supported Blockchain or other Third-Party Service.

Responsibility for Content

You acknowledge that all data, information, and other content (“Content”), including the Services, is the sole responsibility of the party from whom such Content originated. This means that you, and not Veronex, are entirely responsible for all Content that you (or any end users of dApps created by you) upload, post, e-mail, transmit or otherwise make available through or in connection with any Services (“Your Content”) and that other users of the Service, and not Veronex, are similarly responsible for all Content that they make available through the Service (“User Content”). Unless expressly agreed to by Veronex in writing elsewhere, Veronex has no obligation to store any of Your Content. Veronex has no responsibility or liability for the deletion or accuracy of any Content, including Your Content; the failure to store, transmit, or receive transmission of Content; or the security, privacy, storage, or transmission of other communications originating with or involving use of the Service.

OWNERSHIP

Services.
Except with respect to Your Content, you agree that as between you and Veronex, Veronex and its suppliers own all rights, title and interest in the Services, including but not limited to, any software, computer code, algorithms, technology, themes, objects, concepts, artwork, animations, sounds, methods of operation, and documentation, as well as all intellectual and proprietary rights related thereto. You will not remove, alter, or obscure any copyright, trademark, service mark, or other proprietary rights notices incorporated in or accompanying any Services.

Trademarks.
Veronex’s stylized name and all related graphics, logos, service marks, and trade names used on or in connection with any Services, or in connection with the Services, are the trademarks of Veronex and may not be used without permission in connection with your, or any third-party, products or services. Other trademarks, service marks, and trade names that may appear on or in the Services are the property of their respective owners.

Your Content

You grant Veronex a fully paid, royalty-free, perpetual, irrevocable, worldwide, non-exclusive, and fully sublicensable right (including any moral rights) and license to use, license, distribute, reproduce, modify, adapt, publicly perform, and publicly display Your Content (in whole or in part) for the purposes of:
(i) operating and providing Services to you;
(ii) improving the Services; and
(iii) developing new products and services;
and you represent that you own or otherwise have all rights in and to Your Content necessary to grant the foregoing licenses. You agree that you, not Veronex, are responsible for all of Your Content that you make available on or in Services.

Feedback

You agree that submission of any ideas, suggestions, documents, and/or proposals to Veronex through its suggestion, feedback, wiki, Discord, forum, or other pages or means (“Feedback”) is at your own risk and that Veronex has no obligations (including without limitation obligations of confidentiality) with respect to such Feedback. You represent and warrant that you have all rights necessary to submit the Feedback. You hereby grant to Veronex a fully paid, royalty-free, perpetual, irrevocable, worldwide, non-exclusive, and fully sublicensable right and license to use, reproduce, perform, display, distribute, adapt, modify, re-format, create derivative works of, and otherwise commercially or non-commercially exploit in any manner, any and all Feedback, and to sublicense the foregoing rights, in connection with the operation and maintenance of Services and/or Veronex’s business.

USER CONDUCT

You agree that you are solely responsible for your conduct in connection with the Services. You agree that you will abide by this Agreement and will not (and will not attempt to):

1. Provide false or misleading information to Veronex;

2. Use or attempt to use another User’s Digital Wallet;

3. Pose as another person or entity;

4. Use the Services in any manner that could interfere with, disrupt, negatively affect, or inhibit other Users from fully enjoying the Services, or that could damage, disable, overburden, or impair the functioning of the Services in any manner, including without limitation executing or participating in any DDOS or Sybil attack;

5. Develop, utilize, or disseminate any software, or interact with any API in any manner, that could damage, harm, or impair the Services;

6. Bypass or circumvent measures employed to prevent or limit access to any service, area, or code of the Services;

7. Attempt to circumvent any content-filtering techniques we employ;

8. Collect or harvest data from our Services that would allow you to contact individuals, companies, or other persons or entities, or use any such data to contact such entities;

9. Use data collected from our Services for any direct marketing activity (including without limitation, email marketing, SMS marketing, telemarketing, and direct marketing);

10. Bypass or ignore instructions that control all automated access to the Services;

11. Use the Service for any illegal or unauthorized purpose, or engage in, encourage, or promote any activity that violates any applicable law or this Agreement;

12. Carry out any illegal activities in connection with or in any way related to your access to and use of the Services, including but not limited to money laundering, terrorist financing, or deliberately engaging in activities designed to adversely affect the performance of the Services;

13. Use the Services to carry out any financial activities subject to registration or licensing, including but not limited to using the Services to transact in securities, debt financings, equity financings or other similar transactions except in strict compliance with applicable law;

14. Use the Service to participate in fundraising for a business, protocol, or platform except in strict compliance with applicable law;

15. Make available any Content that infringes any patent, trademark, trade secret, copyright, right of publicity, or other right of any person or entity; or

16. Attempt to access any Digital Wallet that you do not have the legal authority to access.

Any unauthorized use of any Services terminates the licenses granted by Veronex pursuant to this Agreement.

FEES

Access.
Access to the Website and certain Services is free. However, Veronex reserves the right to charge fees (“Fees”) in connection with your use of certain Services from time to time. All pricing and payment terms for such Fees are as indicated on the Service, and any payment obligations you incur are binding at the time of the applicable transaction. In the event that Veronex makes available, and you elect to purchase, any Services in connection with which Veronex charges Fees, you agree that you will pay Veronex all such Fees at Veronex’s then-current standard rates. You agree that all Fees are non-cancellable, non-refundable, and non-recoupable.

Gas Fees.
You are solely responsible for ensuring that any payment made by you is sufficient to cover any Gas Fee required to complete any transaction in connection with or effect any other use of the Services. “Gas Fees” are transaction fees determined by market conditions on the applicable Supported Blockchain, and are not determined, set, or charged by Veronex.

Taxes.
You are responsible for all federal, state, local, sales, use, value-added, excise, or other taxes, fees, or duties arising out of this Agreement or the transactions contemplated by this Agreement (other than taxes based on Veronex’s net income).

Promotions.
Veronex may from time to time make available certain conditional offers, airdrops, promotional prices, or discounted fees (each, a “Promotion”) to new or existing users of the Services. The rules governing such Promotion will be made available in connection with such Promotion. Veronex will determine your eligibility for any Promotion in its sole discretion and may change the terms of or terminate a Promotion at any time, with or without notice to you.

Currency.
You may not substitute any other currency, whether cryptocurrency or fiat currency, for the currency in which you have contracted to pay any Fees. For clarity, no fluctuation in the value of any currency, whether cryptocurrency or otherwise, shall impact or excuse your obligations with respect to any purchase.

Payment Processing Services.
Veronex may add or change any payment processing services at any time. Such services may be subject to additional terms or conditions.

THIRD-PARTY SERVICES

The Website may include, embed, and/or contain links to third-party websites and services, including without limitation third-party bridge extensions and token swap functionalities (collectively, “Third-Party Services”). Such Third-Party Services are not under the control of Veronex, and Veronex is not responsible for any Third-Party Services. Veronex provides access to these Third-Party Services only as a convenience to you and does not review, approve, monitor, endorse, warrant, or make any representations with respect to Third-Party Services. You use all Third-Party Services at your own risk and should apply a suitable level of caution and discretion in doing so. When you use or interact with any of the Third-Party Services, 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 Services.

INDEMNIFICATION

To the maximum extent permitted by applicable law, you agree to indemnify and hold Veronex, its parents, subsidiaries, affiliates, officers, employees, agents, partners, suppliers, and licensors (each, a “Veronex Party” and collectively, the “Veronex Parties”) harmless from any losses, costs, liabilities and expenses (including reasonable attorneys’ fees) relating to or arising out of any and all of the following:
(a) Your Content;
(b) Your use of, or inability to use, any Services (including any Developer Tools);
(c) Your violation of this Agreement, including any of your representations or warranties hereunder;
(d) Your violation of any rights of another party, including any Users;
(e) Your failure to provide accurate or complete data in connection with your use of the Services;
(f) Your violation of any applicable laws, rules or regulations; or
(g) Your use of, or inability to use, any Third-Party Services.

Veronex reserves the right, at your expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you will fully cooperate with Veronex in asserting any available defenses. You agree not to settle any matter without the prior written consent of Veronex. You agree that the provisions in this section will survive any termination of this Agreement and/or your access to Services.

RELEASE

TO THE MAXIMUM EXTENT PERMISSIBLE BY APPLICABLE LAW, YOU HEREBY RELEASE THE Veronex PARTIES FROM ANY AND ALL LIABILITY, CLAIMS, DEMANDS, ACTIONS, AND CAUSES OF ACTION, WHATSOEVER, ARISING OUT OF OR RELATED TO ANY LOSS WHICH MAY BE SUSTAINED BY YOU WHILE USING, ARISING OUT OF, OR IN CONNECTION WITH THE USE OF THE SERVICES. TO THE MAXIMUM EXTENT PERMISSIBLE BY APPLICABLE LAW, THIS RELEASE IS BINDING UPON YOUR RELATIVES, SPOUSE, HEIRS, NEXT OF KIN, EXECUTORS, ADMINISTRATORS, BENEFICIARIES, PARTNERS, AND ANY OTHER AFFILIATES OR INTERESTED PARTIES.

To the maximum extent permissible by applicable law, you waive and relinquish any and all rights and benefits otherwise conferred by any statutory or non-statutory law of any jurisdiction that would purport to limit the scope of a release or waiver, including any and all rights and benefits which you have or may have under California Civil Code Section 1542 or any similar law or code in your jurisdiction, which states in substance:

“A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE AND THAT, IF KNOWN BY HIM OR HER, WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY.”

You acknowledge that the releases in this Agreement are intended to be as broad and inclusive as permitted by law, and as a complete and continuous release and waiver of liability for any and all use of the Services.

DISCLAIMER OF WARRANTIES AND CONDITIONS

As Is

YOU EXPRESSLY UNDERSTAND AND AGREE THAT TO THE EXTENT PERMITTED BY APPLICABLE LAW, YOUR USE OF SERVICES IS AT YOUR SOLE RISK, AND SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITH ALL FAULTS. Veronex PARTIES EXPRESSLY DISCLAIM ALL WARRANTIES, REPRESENTATIONS, AND CONDITIONS OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT ARISING FROM USE OF THE WEBSITE. Veronex PARTIES MAKE NO REPRESENTATION THAT THE SERVICES WILL FUNCTION AS INTENDED OR BE SUITABLE FOR YOUR PURPOSES, AND YOU BEAR ALL RISK ASSOCIATED WITH ANY USER ASSETS THAT YOU USE IN CONNECTION THEREWITH.

Veronex PARTIES MAKE NO WARRANTY, REPRESENTATION OR CONDITION THAT:

1. SERVICES WILL MEET YOUR REQUIREMENTS;

2. YOUR USE OF SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE OR ERROR-FREE;

3. THE RESULTS THAT MAY BE OBTAINED FROM USE OF SERVICES WILL BE ACCURATE OR RELIABLE; OR

4. ANY DAPPS BUILT ON THE PROTOCOL AND/OR ACCESSED THROUGH THE SERVICES, INCLUDING THIRD-PARTY SERVICES, WILL MEET YOUR REQUIREMENTS OR FUNCTION AS INTENDED.

Veronex MAKES NO REPRESENTATIONS OR WARRANTIES WITH RESPECT TO THE PROTOCOL OR YOUR USE OF THE SAME. THE Veronex PARTIES MAKE NO REPRESENTATION THAT THE SERVICES WILL BE FREE OF THIRD-PARTY MALWARE, HACKS OR OTHER CYBERSECURITY BREACHES.

Any content, including dApps built on or using the protocol or services, downloaded from or otherwise accessed through the services is accessed at your own risk, and you shall be solely responsible for any damage to your property, including, but not limited to, your computer system and any device you use to access the services, or any other loss that results therefrom.

The services may be subject to delays, cancellations and other disruptions. Veronex makes no warranty, representation or condition with respect to the services, including but not limited to, the quality, effectiveness, reputation and other characteristics of services.

No Advice or Information

No advice or information, whether oral or written, obtained from Veronex or through the services will create any warranty not expressly made herein.

From time to time, Veronex may offer new “beta” features or tools with which its users may experiment. Such features or tools are offered solely for experimental purposes and without any warranty of any kind, and may be modified or discontinued at Veronex’s sole discretion. The provisions of this section apply with full force to such features or tools.

Company Is Not an Investment or Financial Advisor

Neither the Company nor its suppliers or licensors shall be responsible for investment and other financial decisions, or damages, or other losses resulting from use of the Services. Neither the Company nor its suppliers or licensors shall be considered an “expert” under the applicable securities legislation in your jurisdiction. Neither the Company nor its suppliers or licensors warrant that this Website complies with the requirements of any applicable regulatory authority, securities and exchange commission, or any similar organization or regulator or with the securities laws of any jurisdiction.

NO LIABILITY FOR CONDUCT OF THIRD PARTIES

YOU ACKNOWLEDGE AND AGREE THAT Veronex PARTIES ARE NOT LIABLE, AND YOU AGREE NOT TO SEEK TO HOLD Veronex PARTIES LIABLE, FOR THE CONDUCT OF THIRD PARTIES, INCLUDING OPERATORS OF EXTERNAL SITES AND SUPPORTED BLOCKCHAINS, AND THAT THE RISK OF INJURY FROM SUCH THIRD PARTIES RESTS ENTIRELY WITH YOU. Veronex SHALL BE UNDER NO OBLIGATION TO INQUIRE INTO AND SHALL NOT BE LIABLE FOR ANY DAMAGES, OTHER LIABILITIES OR HARM TO ANY PERSON OR ENTITY RELATING TO ANY LOSSES, DELAYS, FAILURES, ERRORS, INTERRUPTIONS OR LOSS OF DATA OCCURRING DIRECTLY OR INDIRECTLY BY REASON OF CIRCUMSTANCES BEYOND Veronex’S CONTROL, INCLUDING WITHOUT LIMITATION THROUGH THE DEPLOYMENT OF USER ASSETS TO ANY SUPPORTED BLOCKCHAIN IN CONNECTION WITH THE SERVICES.

NO LIABILITY IN CONNECTION WITH OPEN-SOURCE SOFTWARE

Notwithstanding anything to the contrary in this Agreement, you acknowledge and agree that any software or services you access under the terms of an OSS License is at your own risk, and Veronex shall not be liable for any damages, other liabilities or harm to any person or entity relating to any losses, delays, failures, errors, interruptions or loss of data occurring directly or indirectly by reason of circumstances beyond Veronex’s control, including without limitation through your use of any content under the terms of an OSS License.

NO LIABILITY FOR THIRD-PARTY MATERIALS

As a part of the Services, you may have access to materials that are hosted or made available by another party, including User Content. You agree that it is impossible for Veronex to monitor such materials and that you access these materials at your own risk.

LIMITATION OF LIABILITY

Disclaimer of Certain Damages

YOU UNDERSTAND AND AGREE THAT, TO THE FULLEST EXTENT PROVIDED BY LAW, IN NO EVENT SHALL Veronex PARTIES BE LIABLE FOR ANY LOSS OF PROFITS, REVENUE OR DATA, INDIRECT, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES, OR DAMAGES OR COSTS DUE TO LOSS OF PRODUCTION OR USE, BUSINESS INTERRUPTION, OR PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, IN EACH CASE WHETHER OR NOT Veronex HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR USE OF SERVICES OR ANY COMMUNICATIONS, INTERACTIONS OR EXCHANGES WITH OTHER USERS OF SERVICES OR THIRD PARTIES THAT INTERACT WITH THE SERVICES, ON ANY THEORY OF LIABILITY, INCLUDING ANY SUCH DAMAGES RESULTING FROM:

• (a) Loss or diminishment in value of User Assets;

• (b) The use or inability to use Services, including by any dApp;

• (c) The cost of procurement of substitute goods or services resulting from any goods, data, information or services purchased or obtained, or messages received for transactions entered into through the Services;

• (d) Unauthorized access to or alteration of your transmissions or data;

• (e) Statements or conduct of any third party on or in connection with the Services, including without limitation any Supported Blockchain;

• (f) Any use of the Protocol, including by any dApp; or

• (g) Any other matter related to Services, whether based on warranty, copyright, contract, tort (including negligence), product liability or any other legal theory.

The foregoing limitation of liability shall not apply to liability of a Veronex Party for:

• (i) Death or personal injury caused by a Veronex Party’s negligence; or

• (ii) Any injury caused by a Veronex Party’s fraud or fraudulent misrepresentation.

CAP ON LIABILITY

TO THE FULLEST EXTENT PROVIDED BY LAW, Veronex PARTIES WILL NOT BE LIABLE TO YOU FOR MORE THAN THE GREATER OF (a) $100; OR (b) THE REMEDY OR PENALTY IMPOSED BY THE STATUTE UNDER WHICH SUCH CLAIM ARISES WHERE SUCH REMEDY OR PENALTY CANNOT BE WAIVED OR REDUCED PURSUANT TO THIS AGREEMENT.

THE FOREGOING CAP ON LIABILITY SHALL NOT APPLY TO LIABILITY OF A Veronex PARTY FOR:
(i) DEATH OR PERSONAL INJURY CAUSED BY A Veronex PARTY’S NEGLIGENCE; OR
(ii) ANY INJURY CAUSED BY A Veronex PARTY’S FRAUD OR FRAUDULENT MISREPRESENTATION.

USER CONTENT

Veronex ASSUMES NO RESPONSIBILITY FOR THE TIMELINESS, DELETION, MIS-DELIVERY OR FAILURE TO STORE ANY CONTENT (INCLUDING, BUT NOT LIMITED TO, YOUR CONTENT AND USER CONTENT), USER COMMUNICATIONS OR PERSONALIZATION SETTINGS.

EXCLUSION OF DAMAGES

CERTAIN JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES. IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE ABOVE EXCLUSIONS OR LIMITATIONS MAY NOT APPLY TO YOU, AND YOU MIGHT HAVE ADDITIONAL RIGHTS.

BASIS OF THE BARGAIN

THE LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN Veronex AND YOU.

MONITORING AND ENFORCEMENT

If Veronex becomes aware of any possible violations by you of this Agreement, Veronex reserves the right to investigate such violations. If, as a result of the investigation, Veronex believes that criminal activity has occurred, Veronex reserves the right to refer the matter to, and to cooperate with, any and all applicable legal authorities.

Veronex is entitled, except to the extent prohibited by applicable law, to disclose any information or materials on or in the Services, including any information related to your Registration Data, in Veronex’s possession in connection with your use of Services, to:

1. Comply with applicable laws, legal process or governmental request;

2. Enforce this Agreement;

3. Respond to any claims that Your Content violates the rights of third parties;

4. Respond to your requests for customer service;

5. Protect the rights, property or personal safety of Veronex, its Users or the public, and all enforcement or other government officials, as Veronex, in its sole discretion, believes to be necessary or appropriate.

TERM AND TERMINATION

Term

This Agreement commences on the date when you accept this Agreement and remains in full force and effect while you use Services, unless terminated earlier in accordance with this Agreement.

Prior Use

Notwithstanding the foregoing, you hereby acknowledge and agree that this Agreement commenced on the earlier of:

• (a) The date you first used Services, or

• (b) The date you accepted this Agreement,
  and will remain in full force and effect while you use any Services, unless earlier terminated.

Termination for Breach

Any breach by you of this Agreement shall immediately terminate all licenses granted to you hereunder.

Termination of Services by Veronex

Veronex reserves the right to terminate this Agreement and your access to the Services at any time, for any or no reason, with or without notice to you.

Termination of Services by You

If you want to terminate the Services provided by Veronex, you may do so by:
(a) Notifying Veronex at any time; and
(b) Ceasing all further use of the Services.
Your notice should be sent, in writing, to Veronex’s address set forth below.

Effect of Termination

Termination of any Service includes removal of access to such Service and barring of further use. Termination may also include deletion of Your Content. Upon termination, your right to use the Service will automatically end. You understand that termination may involve deletion of Your Content from live databases.

Veronex will not have any liability for any suspension or termination, including for deletion of Your Content.

All provisions of this Agreement which by their nature should survive will survive termination, including without limitation:

• Ownership provisions,

• Warranty disclaimers,

• Indemnification,

• Limitation of liability.

No Subsequent Registration

If your access to the Services is discontinued by Veronex due to your violation of this Agreement, you agree not to attempt to re-register or regain access. You acknowledge that you will not be entitled to any refund for related Services.

INTERNATIONAL USERS

Services may be accessible from countries around the world and may contain references to Services and Content that are not available in your country. These references do not imply that Veronex intends to announce such Services or Content in your country.

Services are controlled and offered by Veronex from its facilities in the Cayman Islands. Veronex makes no representations that Services are appropriate or available for use in other locations. Those who access Services from other countries do so at their own volition and are responsible for compliance with local law.

DISPUTE RESOLUTION

Please read the following arbitration agreement in this Section (the “Arbitration Agreement”) carefully. It requires you to arbitrate disputes with the Veronex Parties and limits how you can seek relief.

Applicability of Arbitration Agreement

You agree that any dispute between you and any of the Veronex Parties relating in any way to the Website, the Developer Tools, or any services offered through the Website (the “Services”), or this Agreement (a “Dispute”), will be resolved by binding arbitration, rather than in court, except that:

1. You and the Veronex Parties may assert individualized claims in small claims court if the claims qualify, remain in such court, and advance solely on an individual, non-class basis; and

2. You or the Veronex Parties may seek equitable relief in court for intellectual property misuse (trademarks, copyrights, trade secrets, etc.).

This Arbitration Agreement survives expiration or termination of this Agreement and applies to all claims—even those arising before acceptance of this or any prior Agreement version.

This Arbitration Agreement does not prevent you from bringing issues to regulatory agencies. These agencies may seek relief on your behalf if allowed by law.

For purposes of this section, “Dispute” includes any dispute, regardless of when it arose.

INFORMAL DISPUTE RESOLUTION

There might be instances when a Dispute arises between you and Veronex. If that occurs, Veronex is committed to working with you to reach a reasonable resolution. You and Veronex agree that good faith informal efforts to resolve Disputes can result in a prompt, low‐cost, and mutually beneficial outcome.

Before either party commences arbitration (or initiates an action in small claims court), both parties agree to personally meet and confer telephonically or via videoconference in a good faith effort to resolve the dispute (“Informal Dispute Resolution Conference”). If represented by counsel, you may bring your counsel, but you must also attend.

The party initiating the Dispute must provide written notice of intent to initiate an Informal Dispute Resolution Conference (“Notice”), which must occur within 45 days after the other party receives such Notice, unless extended by mutual agreement. Notice to Veronex should be sent by:

• Email: legal@veronex.xyz

• Mail:

  Level 1, Devonshire House, 

  One Mayfair Place, 

  London, W1B 3HH, 

  United Kingdom

  info@Veronex.io

The Notice must include:

1. Your name, phone number, and mailing address;

2. Your counsel’s contact details (if applicable);

3. A description of your dispute.

Each Informal Dispute Resolution Conference shall be individualized. No group or mass participation unless mutually agreed. The statute of limitations and filing fee deadlines are tolled during this process.

WAIVER OF JURY TRIAL

EXCEPT AS PROVIDED IN SECTION 16.1, YOU AND VERONEX HEREBY WAIVE ANY CONSTITUTIONAL AND STATUTORY RIGHTS TO SUE IN COURT AND HAVE A TRIAL BEFORE A JUDGE OR JURY. Instead, all claims shall be resolved by arbitration. While an arbitrator can award the same relief as a court, the arbitration process does not include a judge or jury, and judicial review is limited.

WAIVER OF CLASS AND NON-INDIVIDUALIZED RELIEF

YOU AND VERONEX AGREE THAT CLAIMS MAY ONLY BE BROUGHT INDIVIDUALLY. Neither party may participate in or initiate any class, collective, representative, or mass action. No consolidated arbitrations or group proceedings are permitted unless Section 16.9 (Batch Arbitration) applies.

Should a final court ruling determine this waiver unenforceable for a specific claim (e.g., public injunctive relief), that claim may proceed in court, while all other claims remain in arbitration.

RULES AND FORUM

If the Informal Dispute Resolution process does not resolve the dispute within 60 days, either party may initiate binding arbitration.

A Request for Arbitration must include:

1. Your contact information and, if represented, your attorney’s contact information;

2. Legal claims and their factual basis;

3. Requested remedies and a good-faith monetary estimate in USD;

4. Certification of completion of the Informal Dispute Resolution Conference;

5. Evidence of payment of necessary filing fees.

Arbitration shall be conducted under the CI-MAC Rules (Cayman International Mediation and Arbitration Centre):
https://www.caymanarbitration.com

Arbitration will occur in the Cayman Islands unless otherwise agreed. All arbitration proceedings, including documents and rulings, must remain confidential and may only be disclosed to legal or financial advisors under a strict confidentiality agreement.

ARBITRATOR

The arbitrator shall be either a retired judge or a licensed attorney in the Cayman Islands, mutually agreed upon. If no agreement is reached within 35 days, CI-MAC will appoint an arbitrator.

AUTHORITY OF ARBITRATOR

The arbitrator shall have exclusive authority over all disputes related to this Arbitration Agreement, with limited exceptions:

1. Disputes regarding Section 16.4 (class waiver) are for the court;

2. Disputes regarding fee payment (except 16.9) are for the court;

3. Disputes regarding satisfaction of prerequisites (e.g., informal resolution) are for the court;

4. Disputes about which Arbitration Agreement version applies are for the court.

The arbitrator may issue dispositive rulings, monetary awards, and any legally permitted relief. A written, reasoned decision must be issued and is binding.

ATTORNEYS’ FEES AND COSTS

Each party pays its own legal costs unless the arbitrator finds a claim was frivolous or filed in bad faith. If either party must go to court to compel arbitration, the successful party may recover legal costs. This also applies to enforcement of pre-arbitration requirements.

BATCH ARBITRATION

If 100 or more similar arbitration Requests are filed against Veronex by or with the same law firm(s) within 30 days:

1. CI-MAC will group them into batches of 100 (with a final batch for any remainder);

2. One arbitrator will be assigned per batch;

3. One hearing, set of filings, fees, and a single award per batch.

Requests are “substantially similar” if they arise from the same event or issue and seek the same type of relief.

Any dispute regarding use of Batch Arbitration will be resolved by an Administrative Arbitrator, appointed by CI-MAC. Veronex will pay the fees of the Administrative Arbitrator. Parties must cooperate with CI-MAC in good faith to streamline the arbitration process.

❗ Batch Arbitration does not authorize class or mass arbitration unless explicitly stated.

30-DAY RIGHT TO OPT OUT

You may opt out of this Arbitration Agreement by submitting written notice within 30 days of first becoming subject to it. Send notice to:

• Email: legal@veronex.xyz

• Mail:

  Level 1, Devonshire House, 

  One Mayfair Place, 

  London, W1B 3HH, 

  United Kingdom

  info@Veronex.io

Include your name, address, and a clear statement that you wish to opt out. Opting out will not affect any other agreement you have with Veronex.

INVALIDITY AND EXPIRATION

If any part of this Arbitration Agreement is found to be unenforceable, the rest shall remain in effect (except as stated in Section 16.4). Any Dispute must be initiated within the applicable legal time limit or it will be time-barred. The statute of limitations applies in arbitration just as in court.

MODIFICATION

Notwithstanding any provision in this Agreement to the contrary, we agree that if Veronex makes any future material change to this Arbitration Agreement, you may reject that change within 30 days of the change becoming effective by writing to:

• Mail:

  Level 1, Devonshire House, 

  One Mayfair Place, 

  London, W1B 3HH, 

  United Kingdom

  info@Veronex.io

• Email: legal@veronex.xyz

Unless you reject the change in writing within 30 days, your continued use of the Website or Services after the change becomes effective constitutes your acceptance of the updated Arbitration Agreement.

Note: Rejecting changes does not reopen your ability to opt out of arbitration if you previously agreed and did not opt out. If you validly opted out of arbitration before, Veronex will continue to honor that decision.

CONFIDENTIALITY

All aspects of arbitration proceedings—including the award, supporting documents, and compliance—shall remain strictly confidential, unless disclosure is legally required or necessary to enforce an arbitration award, seek equitable relief, or enforce this Agreement.

SURVIVAL OF AGREEMENT

This Arbitration Agreement will survive termination of your relationship with Veronex.

GENERAL PROVISIONS

Independent Contractors

Your relationship with Veronex is that of an independent contractor. Nothing in this Agreement creates an employment, partnership, agency, or joint venture relationship. Neither party may bind the other or create obligations on their behalf.

Electronic Communications

You consent to receive communications electronically from Veronex. This includes agreements, notices, disclosures, and any other communications that satisfy legal requirements as if in writing.

Release

You release Veronex, its affiliates, and successors from all claims, demands, losses, damages, or actions—whether known or unknown—arising out of or related to:

• Use of the Services,

• Third-party conduct or content, or

• Interactions with other users.

Assignment

You may not assign, delegate, or transfer your rights or obligations under this Agreement without Veronex’s prior written consent. Any such attempt is null and void.

Force Majeure

Veronex is not liable for delays or failures due to causes beyond its control, including but not limited to: natural disasters, war, strikes, government actions, or failures in internet service, hardware, or software.

Questions, Complaints, Claims

If you have any concerns or complaints, contact:

• Email: legal@veronex.xyz

We will do our best to resolve your issue. If you remain dissatisfied, please notify us for further investigation.

Exclusive Venue

Where litigation is permitted under this Agreement, both parties agree to bring such actions exclusively in the courts of the Cayman Islands.

Governing Law

This Agreement is governed by and construed in accordance with the laws of the Cayman Islands, without regard to conflict of law principles. The United Nations Convention on Contracts for the International Sale of Goods does not apply.

Choice of Language

This Agreement is written in English. All communications and documentation related to it shall be in English.

Notice

You are responsible for maintaining a valid email address with Veronex. Notices sent to your last known email address will be deemed delivered.

You may send legal notices to:

• Veronex Foundation
  4th Floor, Harbour

  Level 1, Devonshire House, 

  One Mayfair Place, 

  London, W1B 3HH, 

  United Kingdom

  info@Veronex.io

Notices will be deemed received when delivered via a recognized overnight service or first-class postage mail.

Waiver

Any failure to enforce a provision of this Agreement does not constitute a waiver of that provision or any other provision.

Severability

If any part of this Agreement is found unenforceable, it shall be modified to best reflect the parties’ intent, and the rest shall remain in full effect.

Export Control

You agree to comply with all export laws and regulations. You may not use, export, re-export, or transfer Services in violation of any applicable law.

Entire Agreement

This Agreement constitutes the entire agreement between you and Veronex regarding the subject matter hereof and supersedes all prior agreements or understandings, whether written or oral.