Service Agreement
Last Modified: 23 January 2024
Welcome to https://vinemoney.xyz/, a front-end user interface (the "Interface" or "App") provided by Vine Money ("we", "our", or "us"). The Interface provides streamlined access to a decentralised privacy focused Collateralized Debt Position (CDP) omnichain stablecoin protocol through interaction with the Vine Money smart contract infrastructure (the “Vine Money Protocol" or the "Protocol"), as hosted on the Oasis Sapphire EVM. All transactions are conducted, facilitated and executed solely by you through interaction with the autonomous and permissionless Protocol, and the Interface simply provides you view access thereto. Vine Money does not purchase from, or sell cryptocurrencies, to its users. Further, Vine Money does not provide any custody services, fiduciary services or hosted wallet services.
The Interface may provide future access to other features in addition to the aforementioned from time-to-time, and the Protocol may be expanded via further smart contract functionality, contingent on the directions of Protocol governance, as further described below. The Interface is one, but not the exclusive, means of accessing the Protocol. To use the Protocol, you must use non-custodial wallet software, which allows you to interact with public blockchains. Your relationship with that non-custodial wallet provider and other Web 3.0 software, as applicable, are governed by the applicable terms of service of those third parties, not this Terms of Service Agreement (the “Agreement” or “Terms”).
The Vine Money Protocol is to be directed by a decentralised autonomous organisation governed by $VINE governance token holders (the “Vine Money DAO”, the “DAO”, or the “Organisation”) as and when it is formed; providing oversight, maintenance and periodic upgrade of the Vine Money Protocol through mechanisms of decentralised governance, which may include but is not limited to, and pending governance approval, creation of action groups with specific technical knowledge to modify system parameters, development, modification and expansion of the Protocol, and creation of other action groups to facilitate other functions and aspects of the Protocol. Such functions of decentralised governance will continue to govern all other facets of the Protocol and Organisation on a continuing basis. We have no control over the Protocol nor do we have the ability to modify the Protocol. We solely facilitate the Interface, which is one of many ways by which you may interact with the Protocol.
This Agreement explains the terms and conditions by which you may access and use the Interface. You must read this Agreement carefully. By accessing or using the Interface, you signify that you have read, understand, and agree to be bound by this Agreement in its entirety. If you do not agree to any of the terms herein, you are not authorised to access or use the Interface and should not use the Interface in any manner whatsoever.
NOTICE: PLEASE READ THIS AGREEMENT CAREFULLY AS IT GOVERNS YOUR USE OF THE INTERFACE. THIS AGREEMENT CONTAINS IMPORTANT INFORMATION, INCLUDING A BINDING ARBITRATION PROVISION AND A CLASS ACTION WAIVER, BOTH OF WHICH IMPACT YOUR RIGHTS AS TO HOW DISPUTES ARE RESOLVED AND HAVE A SUBSTANTIAL IMPACT UPON YOUR LEGAL RIGHTS AND RECOURSE, IF ANY. THE INTERFACE IS ONLY AVAILABLE TO YOU - AND YOU SHOULD ONLY ACCESS THE INTERFACE - IF YOU AGREE COMPLETELY WITH THESE TERMS.
IF YOU DO NOT HAVE THE RIGHT, POWER AND AUTHORITY TO ACT ON BEHALF OF AND BIND THE BUSINESS, ORGANISATION, OR OTHER ENTITY YOU REPRESENT, DO NOT ACCESS OR OTHERWISE USE THE INTERFACE. BY CONNECTING YOUR WALLET, YOU AGREE TO ACCEPT ALL THE TERMS AND CONDITIONS SET OUT IN THIS AGREEMENT.
Modification of this Agreement
We reserve the right, in our sole discretion, to modify this Agreement from time to time. If we make any modifications, the updated version will be posted here.
All modifications will be effective when they are posted, and your continued accessing or use of the Interface will serve as confirmation of your acceptance of those modifications. If you do not agree with any modifications to this Agreement, you must immediately stop accessing and using the Interface.
Eligibility
To access or use the Interface, you must be able to form a legally binding contract with us. Accordingly, you represent that you are at least the age of majority in your jurisdiction (e.g. eighteen years old) and have the full right, power, capacity and authority to enter into and comply with the terms and conditions of this Agreement on behalf of yourself and any company or legal entity for which you may access or use the Interface.
Our Interface is NOT offered to persons or entities who reside in, are citizens of, are incorporated in, or have a registered office in the United States of America, Canada or any Prohibited Localities, as defined below (any such person or entity, a “Restricted Person”). We do not make exceptions. If you are a restricted person, then do not attempt to access or use the Interface. Use of a virtual private network (e.g. a VPN) or other means by Restricted Persons to access or use the Interface is strictly prohibited.
General
You may not use the Interface if you are otherwise barred from using the Interface under the applicable laws and regulations of your respective jurisdiction.
Legality
You are solely responsible for adhering to all laws and regulations applicable to you and your use or access to the Interface. Your use of the Interface is not prohibited by, and will not violate or facilitate the violation of any applicable laws or regulations, or contribute to or facilitate any illegal activity. Such requirement of legal adherence includes but is not limited to your sole responsibility for reporting and paying any taxes applicable to your use of the Interface.
By using or accessing the Interface, you represent to us that you are not subject to sanctions or otherwise designated on any list of prohibited or restricted parties or excluded or denied persons, including but not limited to the lists maintained by the United Nations Security Council, the European Union or its Member States, or any other relevant government authority.
We make no representations or warranties that the information, products, or services provided through our Interface are appropriate for access or use in your jurisdiction. Accordingly, You make representations that your access of the Interface and subsequent access of the Protocol therefrom, within your respective jurisdiction is lawful and that you have taken reasonable steps to ascertain the appropriate limitations and general restrictions, if any, as pertains to your respective jurisdiction. You are not permitted to access or use our Interface in any jurisdiction or country if it would be contrary to the law or regulation of that jurisdiction or if it would subject us to the laws of, or any registration requirement with, such jurisdiction. We reserve the right to limit the availability of our Interface to any person, geographic area, or jurisdiction, at any time and at our sole and absolute discretion.
Prohibited Localities.
The Interface does not interact with digital wallets located in, established in, or persons of resident of Myanmar (Burma), Cote D'Ivoire (Ivory Coast), Cuba, Crimea and Sevastopol, Democratic Republic of Congo, Iran, Iraq, Libya, Mali, Nicaragua, Democratic People’s Republic of Korea (North Korea), Somalia, Sudan, Syria, Yemen, Zimbabwe, Curaçao, the Russian Federation or any other state, country or region that is subject to sanctions enforced by the United States, the United Kingdom or the European Union.
You must not use any software or networking techniques, including use of a Virtual Private Network (VPN) to modify your internet protocol address or otherwise circumvent or attempt to circumvent this prohibition.
Non-Circumvention.
You agree not to access the Interface using any technology for the purposes of circumventing these Terms.
Access to the Interface
We reserve the right to disable access to the Interface at any time in the event of any breach of the Terms, including without limitation, if we, in our sole discretion, believe that you, at any time, fail to satisfy the eligibility requirements set forth in the Terms. Further, we reserve the right to limit or restrict access to the Interface by any person or entity, or within any geographic area or legal jurisdiction, at any time and at our sole discretion. We will not be liable to you for any losses or damages you may suffer as a result of or in connection with the Interface being inaccessible to you at any time or for any other reason.
Open Source Code
The Protocol is composed from an open-source, community-contributed repository and public smart contracts, and may be subject to certain business licences from time to time which you are aware of and which may impose significant restrictions on any attempts to fork, whether in whole or in part, the Protocol, within the parameters of the licence. You understand and acknowledge that an attempt to subvert, avoid or any other such act which diminish such licences as they appear from time-to-time within the open source documentation may be remedied via an injunction against you or further addressed via any other method permitted by law.
You will retain ownership of all intellectual property and other rights in any information and materials you submit through the Interface. However, by uploading such information or materials, you grant us a worldwide, royalty-free, irrevocable licence to use, copy, distribute, publish and send this data in any manner in accordance with applicable laws and regulations.
You may choose to submit comments, bug reports, ideas or other feedback about the Interface, including, without limitation, about how to improve the Interface (collectively, “Feedback”). By submitting any Feedback, you agree that we are free to use such Feedback at our discretion and without additional compensation to you, and to disclose such Feedback to third parties (whether on a nonconfidential basis or otherwise). If necessary under applicable law, then you hereby grant us a perpetual, irrevocable, non-exclusive, transferable, worldwide licence under all rights necessary for us to incorporate and use your Feedback for any purpose. If
You satisfy all of the eligibility requirements set forth in the Terms, and
Your access to and use of the Interface complies with the Terms, you hereby are granted a single, personal, limited licence to access and use the Interface. This licence is non-exclusive, non-transferable, and freely revocable by us at any time without notice or cause in our sole discretion. Use of the Interface for any purpose not expressly permitted by the Terms is strictly prohibited. The Protocol is composed entirely of open-source software running on the public Oasis Sapphire EVM and other blockchains and is not our proprietary property, subject to varying licences, if any, that may exist corresponding to the open source documentation, code or repository enforced and placed by us. Pursuant to the foregoing and notwithstanding the open-source nature of the protocol, we reserve the right to apply licensing to the software as appropriate from time-to-time in our sole and absolute discretion. If you have contributed to the open source protocol, whether in a trivial or significant fashion, you consent to any and all relicensing of the project. The Protocol may also run on the other blockchains to which the same clause applies.
It is important to understand that neither the Vine Money DAO, as and when it is formed nor any affiliated entity is a party to any transaction on the blockchain networks underlying the Protocol; we do not have possession, custody or control over any crypto assets appearing on the Protocol, and we do not have possession, custody, or control over any user’s funds. You understand that when you interact with any Protocol smart contracts, you retain control over your crypto assets at all times. The private key associated with the wallet address from which you transfer crypto assets or the private key associated is the only private key that can control the crypto assets you transfer into the smart contracts. You alone are responsible for securing your private keys. We do not have access to your private keys. Due to the non-custodial and decentralised nature of the technology, we are not intermediaries, agents, advisors, or custodians, and we do not have a fiduciary relationship or obligation to you regarding any other decisions or activities that you affect when using our Services. You acknowledge that we, for the avoidance of doubt, do not have any information regarding any users, users’ identities, or services beyond what is available or obtainable publicly via the blockchain or as delineated under our Privacy Policy. We are not responsible for any activities you engage in when using Services, and you should understand the risks associated with crypto assets, blockchain technology generally, and the Protocol.
Additional Rights
We reserve the following rights, which do not constitute obligations of ours: (a) with or without notice to you, to modify, substitute, eliminate or add to the Interface; (b) to review, modify, filter, disable, delete and remove any and all content and information from the Interface; and (c) to cooperate with any law enforcement, court or government investigation or order or third party requesting or directing that we disclose information or content or information that you provide.
Privacy
Although, the Protocol functions to provide You with a safe and confidential environment for minting vUSD, You understand and acknowledge that the Protocol may collect from you information such as your blockchain wallet address, completed transaction hashes, wallet addresses and smart contract addresses which you have interacted with, and the token names, symbols, or other blockchain identifiers of the tokens that you swap. We do not collect any personal information from you (e.g., your name or other identifiers that can be linked to you), subject to any information we may explicitly collect in accordance with our Privacy Policy. We may use third-party service providers which may receive or independently obtain your personal information from publicly-available sources. We do not control how these third parties handle your data and you should review their privacy policies to understand how they collect, use, and share your personal information. By accessing and using the Interface, you understand and consent to our data practices and our service providers' treatment of your information.
We use the information we collect to detect, prevent, and mitigate financial crime and other illicit or harmful activities on the Interface. This may include, but is not limited to, the usage of on-chain analysis to actively monitor transactions for suspicious activities. For these purposes, we may share the information we collect with blockchain analytics providers or the relevant regulatory authorities as appropriate. We may share information with these service providers only so that they can help us promote the safety, security, and integrity of the Interface and continuing compliance of the Platform. We do not retain the information we collect any longer than necessary for these purposes.
We reserve the right to request additional information from You where required for the continuing obligation to maintain compliance with the relevant regulations and regulatory bodies. You acknowledge and understand that where requested, You shall provide such information promptly in such form or manner as We may require, and You acknowledge and accept that We may block You and and your associated wallet until such information has been provided to Our satisfaction. Please note that when you use the Interface, you are interacting with the Oasis Sapphire EVM, and may be interacting with additional blockchains in future iterations, which provides transparency into your transactions. We do not control and are not responsible for any information you make public on the Oasis Sapphire EVM nor any other applicable blockchain by taking actions through the Interface.
Prohibited Activity
You agree not to engage in, or attempt to engage in, any of the following categories of prohibited activity in relation to your access and use of the Interface:
Intellectual Property Infringement: Activity that infringes on or violates any copyright, trademark, service mark, patent, right of publicity, right of privacy, or other proprietary or intellectual property rights under the law.
Cyberattack: Activity that seeks to interfere with or compromise the integrity, security, or proper functioning of any computer, server, network, personal device, or other information technology system, including (but not limited to) the deployment of viruses and denial of service attacks.
Fraud and Misrepresentation: Activity that seeks to defraud us or any other person or entity, including (but not limited to) providing any false, inaccurate, or misleading information in order to unlawfully obtain the property of another.
Market Manipulation: Activity that violates any applicable law, rule, or regulation concerning the integrity of trading markets, including (but not limited to) the manipulative tactics commonly known as “rug pulls”, pumping and dumping and wash trading.
Securities and Derivatives Violations: Activity that violates any applicable law, rule, or regulation concerning the trading of securities or derivatives.
Any Other Unlawful Conduct: Activity that violates any applicable law, rule, or regulation of your jurisdiction, including (but not limited to) the restrictions and regulatory requirements imposed by your jurisdiction with specific regards to use of the Interface for money laundering activities or terrorist financing or use of illicit funds from proceeds from any hack or otherwise.
OFAC and Sanctioned Entity and Digital Asset Addresses Prohibition
Without limiting the generality in the aforementioned “Legalities” and “Prohibited Localities” sections, you agree that you shall not engage with the Interface or Protocol in any manner whatsoever if you are a sanctioned entity on the U.S. Office of Foreign Asset Control (“OFAC”) sanctions list, own a digital asset address under the OFAC list, or have engaged with any entity or digital asset address on that list, directly or indirectly, in the receipt and/or transmission of tokens. This list includes but is not limited to any of the following addresses listed below and addresses which you know have interacted with the following prohibited addresses since August 8th, 2022 (the “Initialization of Sanction”). Such digital asset addresses are identified by OFAC as the prohibited Tornado Cash (a.k.a. Tornado Cash Classic; a.k.a. Tornado Cash Nova) addresses. A non-exhaustive list can be found below, which as prior mentioned, includes any digital asset addresses which have interacted with the following explicitly sanctioned digital asset addresses since the Initialization of Sanction.
0x8589427373D6D84E98730D7795D8f6f8731FDA16
0x722122dF12D4e14e13Ac3b6895a86e84145b6967
0xDD4c48C0B24039969fC16D1cdF626eaB821d3384
0xd90e2f925DA726b50C4Ed8D0Fb90Ad053324F31b
0xd96f2B1c14Db8458374d9Aca76E26c3D18364307
0x4736dCf1b7A3d580672CcE6E7c65cd5cc9cFBa9D
0xD4B88Df4D29F5CedD6857912842cff3b20C8Cfa3
0x910Cbd523D972eb0a6f4cAe4618aD62622b39DbF
0xA160cdAB225685dA1d56aa342Ad8841c3b53f291
0xFD8610d20aA15b7B2E3Be39B396a1bC3516c7144
0xF60dD140cFf0706bAE9Cd734Ac3ae76AD9eBC32A
0x22aaA7720ddd5388A3c0A3333430953C68f1849b
0xBA214C1c1928a32Bffe790263E38B4Af9bFCD659
0xb1C8094B234DcE6e03f10a5b673c1d8C69739A00
0x527653eA119F3E6a1F5BD18fbF4714081D7B31ce
0x58E8dCC13BE9780fC42E8723D8EaD4CF46943dF2
0xD691F27f38B395864Ea86CfC7253969B409c362d
0xaEaaC358560e11f52454D997AAFF2c5731B6f8a6
0x1356c899D8C9467C7f71C195612F8A395aBf2f0a
0xA60C772958a3eD56c1F15dD055bA37AC8e523a0D
0x169AD27A470D064DEDE56a2D3ff727986b15D52B
0x0836222F2B2B24A3F36f98668Ed8F0B38D1a872f
0xF67721A2D8F736E75a49FdD7FAd2e31D8676542a
0x9AD122c22B14202B4490eDAf288FDb3C7cb3ff5E
0x905b63Fff465B9fFBF41DeA908CEb12478ec7601
0x07687e702b410Fa43f4cB4Af7FA097918ffD2730
0x94A1B5CdB22c43faab4AbEb5c74999895464Ddaf
0xb541fc07bC7619fD4062A54d96268525cBC6FfEF
0x12D66f87A04A9E220743712cE6d9bB1B5616B8Fc
0x47CE0C6eD5B0Ce3d3A51fdb1C52DC66a7c3c2936
0x23773E65ed146A459791799d01336DB287f25334
0xD21be7248e0197Ee08E0c20D4a96DEBdaC3D20Af
0x610B717796ad172B316836AC95a2ffad065CeaB4
0x178169B423a011fff22B9e3F3abeA13414dDD0F1
0xbB93e510BbCD0B7beb5A853875f9eC60275CF498
0x2717c5e28cf931547B621a5dddb772Ab6A35B701
0x03893a7c7463AE47D46bc7f091665f1893656003
0xCa0840578f57fE71599D29375e16783424023357
0x58E8dCC13BE9780fC42E8723D8EaD4CF46943dF2
0x8589427373D6D84E98730D7795D8f6f8731FDA16
0x722122dF12D4e14e13Ac3b6895a86e84145b6967
0xDD4c48C0B24039969fC16D1cdF626eaB821d3384
0xd90e2f925DA726b50C4Ed8D0Fb90Ad053324F31b
0xd96f2B1c14Db8458374d9Aca76E26c3D18364307
You agree that you are solely responsible for ensuring that your address used for the interaction with the Interface and Protocol does not fall within the list above. You are also responsible to keep up to date as to when and if OFAC adds newly sanctioned digital asset addresses and to ensure that your address does not fall within the updated list. This can be done via a search at Specially Designated Nationals And Blocked Persons List (SDN) Human Readable Lists | U.S. Department of the Treasury.
Not Registered with the SEC or Any Other Agency
We are not registered with the U.S. Securities and Exchange Commission or Commodities and Futures Trading Commission as a national securities exchange or in any other capacity and are not registered with any other national or state financial regulatory body anywhere else in the world. You understand and acknowledge that we do not broker any orders, trades, swaps, redemptions, lending or borrowing via the Protocol on your behalf. We solely provide you an Interface by which you interact with the Protocol, and do not exercise control over the Protocol. We also do not facilitate the execution or settlement of your trades, swaps, redemptions, lending or borrowing which occur entirely on the publicly distributed Oasis Sapphire EVM and which may occur on other distributed ledgers in future iterations and editions. The information relating to lending or borrowing provided through the Interface does not represent an offer, a solicitation of an offer, or any advice regarding, or recommendation to enter into, a transaction with the Interface. Additionally, the Interface does not act as an agent for any of the users. Such lending or borrowing functions are facilitated solely via smart contract in a decentralised manner and with no engagement, facilitation or assistance from us, the Organisation or any other associated party.
Non-Solicitation; No Investment Advice
You agree and understand that trades, swaps, redemptions, lending or borrowing you submit through the Interface are considered unsolicited, which means that you have not received any investment advice from us in connection with any positions, trades, swaps, redemptions, lending or borrowing, and that we do not conduct a suitability review of any positions, trades, swaps, redemptions, lending or borrowing you submit. All information provided through the Interface and through other Vine Money communication channels is for informational purposes only and should not be construed as investment advice. You should not take, or refrain from taking, any action based on any information contained in the Interface or communication channels. We do not make any investment recommendations to you or opine on the merits of any transaction or opportunity whether on the Interface or otherwise. You alone are responsible for determining whether any transaction is appropriate for you based on your personal investment objectives, financial circumstances, and risk tolerance and as appropriate, before taking any financial, legal, or other decisions involving the Interface, you should seek independent professional advice from an individual who is licensed and qualified in the area for which such advice would be appropriate.
No Warranties
The Interface is provided on an "AS IS" and "AS AVAILABLE" basis. To the fullest extent permitted by law, we disclaim any representations and warranties of any kind, whether express, implied, or statutory, including (but not limited to) the warranties of merchantability and fitness for a particular purpose. You acknowledge and agree that your use of the Interface is at your own risk. We do not represent or warrant that access to the Interface will be continuous, uninterrupted, timely, or secure, or that the information contained in the Interface will be accurate, reliable, complete, or current, or that the Interface will be free from errors, defects, viruses, or other harmful elements. No advice, information, or statement that we make should be treated as creating any warranty concerning the Interface. We do not endorse, guarantee, or assume responsibility for any advertisements, offers, or statements made by third parties concerning the Interface.
Non-Custodial and No Fiduciary Duties
The Interface is a purely non-custodial application, meaning you are solely responsible for the custody of the cryptographic private keys to the digital asset wallets you hold. This Agreement is not intended to, and does not, create or impose any fiduciary duties on us. To the fullest extent permitted by law, you acknowledge and agree that 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, those duties and liabilities are hereby irrevocably disclaimed, waived, and eliminated. You further agree that the only duties and obligations that we owe you are those set out expressly in this Agreement.
Compliance Obligations
The Interface is operated from international facilities. By accessing or using the Interface, you agree that you are solely and entirely responsible for compliance with all laws and regulations that may apply to you, and you must ensure continuing compliance with any and all laws and regulations throughout your use of the Interface and interaction with the Protocol to the highest degree of due diligence. Specifically, your use of the Protocol may result in various tax consequences, such as income or capital gains tax, value-added tax, goods and services tax, or sales tax in certain jurisdictions. It is your responsibility to determine whether taxes apply to any transactions you initiate or receive and, if so, to report and/or remit the correct tax to the appropriate tax authority.
Assumption of Risk
By accessing and using the Interface, you represent that you are financially and technically sophisticated enough to understand how a Collateralized Debt Position (CDP) stablecoin protocol functions. Further, you understand the inherent risks associated with using cryptographic and blockchain-based systems, including the functionality, usage, storage, transmission mechanisms, and intricacies associated with cryptographic tokens, token storage facilities (including wallets), blockchain technology, and blockchain-based software systems; and that you have a working knowledge of the usage and intricacies of digital assets such as Bitcoin (BTC), Ether (ETH), Oasis Network (ROSE) and other digital tokens and such as those following the Ethereum Token Standard (ERC-20) and mechanisms pertaining to Web 3.0 applications, which encompasses the use of web interfaces to interact with blockchain based applications. In particular, you understand that blockchain-based transactions are irreversible and that Web 3.0 applications have intrinsic and unique risks and such are understood, appreciated and assumed by you.
You further understand that digital assets are highly volatile due to factors including (but not limited to) adoption, speculation, technology, security, and regulation. You understand the risks inherent in using a decentralised CDP stablecoin protocol and the reasonably high likelihood of losing any and all assets which you have supplied to the Protocol. You acknowledge and accept that the cost and speed of transacting with cryptographic and blockchain-based systems such as Oasis Sapphire EVM and other distributed ledgers systems are variable and may increase dramatically at any time. You further acknowledge and accept the risk that your digital assets may lose some or all of their value while they are supplied to the Protocol, you may suffer loss due to the fluctuation of prices of tokens in a trading pair or liquidity pool, depegging of assets, general liquidation and liquidation cascades, losses while digital assets are being supplied as collateral or to a stability pool and experience significant cost. You further acknowledge that we are not responsible for any of these variables or risks, do not own or control the Protocol, and cannot be held liable for any resulting losses that you experience while accessing, using or attempting to use the Interface. Accordingly, you understand and agree to assume full responsibility for all of the risks of accessing, using and attempting to use the Interface to interact with the Protocol.
Third-Party Resources and Promotions
The Interface may contain references or links to third-party resources, including (but not limited to) information, materials, products, or services, that we do not own or control. In addition, third parties may offer promotions related to your access and use of the Interface. We do not endorse or assume any responsibility for any such resources or promotions. If you access any such resources or participate in any such promotions, you do so at your own risk, and you understand that this Agreement does not apply to your dealings or relationships with any third parties. You expressly relieve us of any and all liability arising from your use of any such resources or participation in any such promotions.
Release of Claims
You expressly agree that you assume all risks in connection with your access and use of the Interface and your interaction with the Protocol. You further expressly waive and release us, the Organisation, Organisation members and participants and any other Organisation associated parties from any and all liability, claims, causes of action, or damages arising from or in any way relating to your use of the Interface and your interaction with the Protocol.
Indemnity
You agree to hold harmless, release, defend, and indemnify us, the Organisation, and our officers, directors, employees, contractors, agents, affiliates, and subsidiaries from and against all claims, damages, obligations, losses, liabilities, costs, and expenses arising from:
Your access and use of the Interface;
Your violation of any term or condition of this Agreement, the right of any third party, or any other applicable law, rule, or regulation; and
Any other party's access and use of the Interface with your assistance or using any device or account that you own or control.
Limitation of Liability
Under no circumstances shall we or any of our officers, directors, employees, contractors, agents, affiliates, or subsidiaries or the Organisation be liable to you for any indirect, punitive, incidental, special, consequential, or exemplary damages, including (but not limited to) damages for loss of profits, goodwill, use, data, or other tangible and intangible property, arising out of or relating to any access or use (or lack thereof) of the Interface, nor will we be responsible for any damage, loss, or injury resulting from hacking, tampering, or other unauthorised access or use of the Interface or the information contained within it. We assume no liability or responsibility for any:
Errors, mistakes, or inaccuracies of content;
Personal injury or property damage, of any nature whatsoever, resulting from any access or use of the Interface;
Unauthorised access or use of any secure server or database in our control, or the use of any information or data stored therein;
Interruption or cessation of function related to the Interface;
Bugs, viruses, trojan horses, or the like that may be transmitted to or through the Interface;
Errors or omissions in, or loss or damage incurred as a result of the use of, any content or interaction made available or conducted through the Interface; and
The defamatory, offensive, or illegal conduct of any third party. This limitation of liability applies regardless of whether the alleged liability is based on contract, tort, negligence, strict liability, or any other basis.
Some jurisdictions do not allow the exclusion of certain warranties or the limitation or exclusion of certain liabilities and damages. Accordingly, some of the disclaimers and limitations set forth in this Agreement may not apply to you. This limitation of liability shall apply to the fullest extent permitted by law.
Dispute Resolution
We will use our best efforts to resolve any potential disputes through informal, good faith negotiations. If a potential dispute arises, you must contact us by sending an email to contact@vinemoney.xyz so that we can attempt to resolve it without resorting to formal dispute resolution. If we aren't able to reach an informal resolution within eighty days of your email, then you and we both agree to resolve the potential dispute according to the process set forth below. Any dispute arising out of or in connection with this Agreement (“Dispute”), including questions regarding its existence, validity, or termination, or any other dispute arising out of the use of the protocol and interface shall initially be negotiated between the Parties in good faith a remedy to the specified breach and subsequently through a process of mediation, with the dispute being referred to a mediator nominated by the Company. In the event that the Parties have not resolved the Dispute, either through good faith negotiations or through mediation in accordance with the aforementioned, within a period of 1 year from the date of the arising of the dispute (or such longer period as may be agreed between the Parties), then the Dispute will be referred to, and finally resolved by, arbitration in accordance with the ICC Rules of Arbitration. The arbitral tribunal shall consist of one (1) arbitrator, such arbitrator to be nominated by the Company. The language of the arbitration shall be English. The place of the arbitration shall be Panama City, Panama. The arbitration shall be governed by the laws of Panama.
Class Action and Jury Trial Waiver
You must bring any and all Disputes against us in your individual capacity and not as a plaintiff in or member of any purported class action, collective action, private attorney general action, or other representative proceeding. This provision applies to class arbitration. You and we both agree to waive the right to demand a trial by jury.
Governing Law
This Agreement shall be governed by and construed in accordance with the laws in force in the country of Panama, and you unconditionally submit to the exclusive jurisdiction of the courts of Panama. Non-contractual obligations, (if any) arising out of or in connection with this Agreement (including its formation) shall also be governed by the laws of Panama.
Severability
Should any of the clauses within this Agreement be unenforceable or invalid, the clause running afoul shall be reasonably interpreted to fulfil the intent and purpose of the original provision. In the event interpretation is not possible, the provision shall be severed from this Agreement, leaving any and all other clauses within the Agreement whole and less the severed clause, in full force and effect.
Entire Agreement
These terms constitute the entire agreement between you and us with respect to the subject matter hereof and in addition to the Vine Money Disclaimer and Vine Money Privacy Policy sets out all terms of the relationship, including rights due, rights waived, obligations owed and obligations waived between you and us. This Agreement supersedes any and all prior or contemporaneous written and oral agreements, communications and other understandings (if any) relating to the subject matter of the terms.
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