LAST UPDATE: FEBRUARY 28, 2023
These vechain Website Terms of Service (“Terms” or “Terms of Service”) are entered into by and between you (“you” or “your”), on the one part, and Vechain Foundation San Marino S.r.l. (“vechain,” “we,” “our” or “us”), on the other part, and these Terms of Service govern your use of our website www.vechain.org and any other website provided by us that we link directly to these Terms (the “Site”).
READ THESE TERMS OF SERVICE CAREFULLY, AS THEY CONTAIN TERMS AND CONDITIONS THAT IMPACT YOUR RIGHTS, OBLIGATIONS AND REMEDIES IN CONNECTION WITH YOUR USE OF THE SITE INCLUDING A CLASS ACTION WAIVER UNDER PARAGRAPH 8 BELOW AND AN AGREEMENT TO ARBITRATE FOR ANY DISPUTE RESOLUTION UNDER PARAGRAPH 9 BELOW.
BY USING THE SITE, YOU REPRESENT AND WARRANT THAT YOU ARE OF LEGAL
AGE TO FORM A BINDING CONTRACT WITH US AND HAVE THE AUTHORITY TO DO SO EITHER ON YOUR OWN BEHALF OR ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, AND THAT YOU HAVE READ AND UNDERSTAND, AND ACCEPT AND AGREE TO COMPLY WITH AND BE LEGALLY BOUND BY, THESE TERMS IN FULL. IF YOU DO NOT AGREE TO THE TERMS, YOU MAY NOT USE THE SITE.
We reserve the right, in our sole discretion, to make changes or modifications to these Terms for the Site, to reflect changes in applicable laws and regulatory requirements relating to the use of Site and Services, or to implement technical adjustments and improvements, or to respond to market requirements. All changes are effective immediately when we post them unless we expressly specify otherwise. In any event, no changes will apply retroactively as to any claims existing prior to the “last updated” date. It is your responsibility to regularly check these Terms to stay informed of updates, as they are binding. We will indicate that the Terms of Service have been updated by updating the “last updated” date at the top of these Terms. Your continued use of the Site following the posting of revised Terms means that you accept and agree to the changes.
(a) Site. The Site is offered to you by vechain for informational purposes and as a hub to access certain services and web portals offered by vechain (collectively the “Services”). Services may be subject to Additional Terms. In the event there are any conflicts between Additional Terms and these Terms as it relates to a specific Service, the Additional Terms shall control;
(b) Access and Use Restrictions. As an express condition of your use of the Site, you represent and warrant to us that you shall not use the Site for any unlawful purpose or purpose prohibited by these Terms or the laws or regulations in the jurisdiction in which you live or reside or where you may engage in any activity with the Site. WITHOUT LIMITING THE FOREGOING, you agree not to use the Site for any of the following purposes:
(i) Distribute, publicly perform, or publicly display any vechain Material;
(ii) Violate any law, regulation, or governmental policy in any applicable jurisdiction, including, without limitation, pay for, support, or otherwise engage in any illegal activities such as prohibited trade, illegal gambling, fraud, money laundering, or terrorist activities;
(iii) Share, lease, rent, use, or otherwise provide access to the Site to or on behalf of any third party;
(iv) Use the Site in connection with the performance of any service performed for a any third party;
(v) Infringe upon, misappropriate, or violate intellectual property rights or any other rights of any person or entity (including, without limitation, vechain);
(vi) Behave in a harmful, fraudulent, deceptive, threatening, harassing, defamatory, obscene, or otherwise objectionable manner;
(vii) Violate the security of any computer network, or crack any password or security encryption code;
(viii) Impersonate or attempt to impersonate another individual or entity, including, without limitation, any vechain employee or agent, or another Site user;
(ix) Infringe, in any way, on the rights of others or engage in behavior or activity that is threatening, harmful, discriminatory, or fraudulent;
(x) Access, copy or store any of the Site source code or a significant portion of our content;
(xi) Decompile, reverse engineer, or otherwise attempt to obtain source code or underlying ideas or information of or in connection with the Site;
(xii) Attempt to gain unauthorized access to, interfere with, damage, or disrupt any parts of the Site or any server, computer, or database connected to the Site or any Services;
(xiii) Circumvent, remove, alter, deactivate, degrade, or thwart any technological measure or content protections of the Site or any Services;
(xiv) Attack our vechain’s information technology systems (or those providing information technology systems of vechain’s behalf) via a denial-of-service attack or distributed denial-of-service attack or otherwise;
(xv) Use any device, software, bot, or routine that interferes with the proper working of the Site or any Services;
(xvi) Damage, overburden, disable, or impair the vechain’s ability to provide the Site or any Services to users; or
(xvii) Introduce any viruses, trojan horses, worms, logic bombs, or other material that is malicious or technologically harmful to vechain, the Site, any of the Services, or any users of the Site or Services.
We may, in our sole discretion, take any necessary or desirable actions and/or exercise any of our rights and remedies any time and for any reason without notice in the event you breach these Terms. Any violation of any of the above representations and warranties, including, without limitation, use of the Site or Services in breach of these Terms, may subject you to civil liability, criminal prosecution, and termination of your rights to use the Site and Services; and
The Site and Documentation may contain links to other sites and resources provided by third parties and not controlled by vechain (“Third-Party Resource(s)”). These links are provided for your convenience only. We have no control over the contents of Third-Party Resources and accept no responsibility for them or for any loss or damage that may arise from your use of them. If you decide to access any of the Third-Party Resources linked to the Site, you do so entirely at your own risk and subject to the terms and conditions of use for such Third-Party Resource.
(a) Ownership. You acknowledge and agree that we (or, as applicable, our licensors) own all right, title, and interest in and to the Site and all elements of the Site, including, without limitation, all graphics, design, systems, methods, processes, architectures, structures, functions. information, computer code, software, services, “look and feel”, organization, compilation of the content, code, data (including Aggregate Data), all vechain Services offered on the Site, and all other elements of the Site (collectively, the “vechain Properties”). The vechain Properties are protected by copyright, trade dress, trademark, patent laws, international conventions, other relevant intellectual property and proprietary rights, and applicable laws. Your use of the Site, any applicable Services, or these Terms do not grant you ownership or any other rights with respect to the vechain Properties or the Site, whether expressly, by implication, estoppel, reliance or otherwise, all of which are specifically excluded and disclaimed; and
YOUR ACCESS TO AND USE OF THE SITE AND ANY OF THE SERVICES IS AT YOUR OWN RISK. THE SITE, SERVICES AND THE LIMITED USE RIGHT ARE PROVIDED “AS IS” AND WITHOUT ANY REPRESENTATION OR WARRANTY OR CONDITION OF ANY KIND. TO THE EXTENT NOT PROHIBITED BY APPLICABLE LAW, VECHAIN AND ITS OFFICERS, EMPLOYEES, DIRECTORS, SHAREHOLDERS, PARENTS, SUBSIDIARIES, AFFILIATES, AGENTS, AND LICENSORS (“VECHAIN PARTIES”) DISCLAIM ALL WARRANTIES, CONDITIONS, AND REPRESENTATIONS OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, (i) THOSE RELATED TO MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, SATISFACTORY QUALITY, AND NON-INFRINGEMENT, (ii) THOSE ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE, (iii) THAT THE ACCESS TO OR USE OF THE SITE OR THE SERVICES WILL BE SECURE, TIMELY, UNINTERRUPTED OR ERROR-FREE OR WILL BE COMPATIBLE OR OPERATE IN COMBINATION WITH ANY OTHER HARDWARE, SOFTWARE, SYSTEM OR DATA, (iv) THAT THE SITE OR THE SERVICES WILL BE FREE OF HARMFUL COMPONENTS, AND (v) THAT ANY ASSOCIATED DIGITAL ASSETS WILL BE COMPLETELY SECURE OR NOT OTHERWISE LOST OR ALTERED.
(a) TO THE MAXIMUM EXTENT NOT PROHIBITED BY APPLICABLE LAW, YOU AGREE TO DEFEND, INDEMNIFY AND HOLD HARMLESS VECHAIN PARTIES FROM AND AGAINST ANY AND ALL CLAIMS, COSTS, PROCEEDINGS, DEMANDS, LOSSES, DAMAGES, AND EXPENSES OF ANY KIND OR NATURE (INCLUDING, WITHOUT LIMITATION, ATTORNEY’S REASONABLY INCURRED AND LEGAL COSTS AND EXPENSES REASONABLY INCURRED) RELATING TO THIRD PARTY CLAIMS ARISING OUT OF (i) YOUR USE OF THE SITE; (ii) ANY FEEDBACK YOU PROVIDE TO US CONCERNING THE SITE; (iii) YOUR VIOLATION OF THESE TERMS OR USE INCONSISTENT WITH ANY APPLICABLE DOCUMENTATION; OR (iv) YOUR VIOLATION OF ANY APPLICABLE LAW; and
(b) NO INDEMNITEE OR ANY OTHER PERSON OR ENTITY SHALL BE ENTITLED TO ANY FORM OF EQUITABLE OR IMPLIED INDEMNIFICATION AT ANY TIME.
NOTWITHSTANDING ANY CONTRARY PROVISION OF THESE TERMS OR FAILURE OF THE ESSENTIAL PURPOSE OF ANY REMEDY, AND TO THE FULLEST EXTENT NOT PROHIBITED BY APPLICABLE LAW, YOU AGREE AS FOLLOWS:
(a) IN NO EVENT WILL THE VECHAIN PARTIES BE LIABLE FOR (i) ANY INCIDENTAL, INDIRECT, SPECIAL, PUNITIVE, CONSEQUENTIAL OR SIMILAR DAMAGES OR LIABILITIES WHATSOEVER, OR (ii) ANY DAMAGES FOR LOSS OF ANY DATA, INFORMATION, REVENUE, PROFITS OR OTHER BUSINESSES OR FINANCIAL BENEFITS, IN ANY CASE WHETHER UNDER CONTRACT, TORT, NEGLIGENCE, STATUTE, STRICT LIABILITY OR OTHER THEORY EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, ARISING OUT OF OR CONNECTED WITH ACCESS OR USE OF THE SITE, INCLUDING, WITHOUT LIMITATION, THE FOLLOWING: (A) ANY UNAUTHORIZED USE OF THE SITE OR SERVICES; (B) ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE THAT ARE FOUND IN THE SITE OR SERVICES (REGARDLESS OF THE SOURCE OF ORIGINATION); OR (D) ANY INJURY OR DAMAGE TO COMPUTER EQUIPMENT;
(b) IN NO EVENT SHALL OUR LIABILITY TO YOU OR ANY OTHER PERSON OR ENTITY FOR ALL DAMAGES OR LIABILITIES EXCEED IN THE AGGREGATE THE AMOUNT OF TWENTY-FIVE U.S. DOLLARS (USD $25.00) OR ITS EQUIVALENT IN THE LOCAL CURRENCY OF THE APPLICABLE JURISDICTION; and
(c) NOTHING IN THESE TERMS SHALL EXCLUDE OR LIMIT THE LIABILITY OF EITHER PARTY FOR DEATH OR PERSONAL INJURY CAUSED BY ITS NEGLIGENCE. SOME JURISDICTIONS FURTHER DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES OR OTHER DAMAGES, SO THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.
NOTWITHSTANDING ANYTHING TO THE CONTRARY, THE FOREGOING LIMITATIONS OF LIABILITY UNDER THIS PARAGRAPH 7 SHALL NOT APPLY IF AND TO THE EXTENT OF WILLFUL MISCONDUCT OR GROSS NEGLIGENCE.
EXCEPT WHERE PROHIBITED UNDER APPLICABLE LAWS, ALL CLAIMS AND DISPUTES WITHIN THE SCOPE OF THE ARBITRATION AGREEMENT IN PARAGRAPH 9 BELOW MUST BE ARBITRATED ON AN INDIVIDUAL BASIS AND NOT ON A COLLECTIVE CLASS BASIS. ONLY INDIVIDUAL RELIEF IS AVAILABLE.
(a) Arbitration. All disputes arising out of or in connection with these Terms or the subject matter hereof (“Dispute(s)”) shall be finally settled under the Rules of Arbitration (“Rules”) of the International Chamber of Commerce (“ICC”) by one arbitrator appointed in accordance with the ICC Rules. The arbitrator must be fluent in the English language and the arbitration shall at all times be held in the English language. If the Rules permit, the arbitrator shall render a reasoned award in writing. Any arbitration arising pursuant to these Terms shall be held in Milan, Italy, and discovery shall only be admissible to the extent permitted under or not prohibited under the ICC Rules. Upon final judgment by the arbitrator of a Dispute, any award rendered shall be binding and may be entered as a judgment in any court with appropriate jurisdiction, and the parties consent to jurisdiction therein for the purpose of such enforcement. This agreement to arbitrate shall be referred to as the “Arbitration Agreement”;
(b) Opt-Out Right. You have the right to opt out of the provisions of this Arbitration Agreement by sending written notice of your decision to opt out within thirty (30) days after first becoming subject to this Arbitration Agreement in accordance with the notice requirements in paragraph 10 below. If you opt out of this Arbitration Agreement, all other provisions of these Terms will continue to apply to you;
(c) Arbitration Agreement Severability. Except as provided in this paragraph 9, if any part or parts of this Arbitration Agreement are found under the law to be invalid or unenforceable, then such specific part or parts shall be of no force and effect and shall be severed and the remainder of the Arbitration Agreement shall continue in full force and effect; and
(d) Attorney’s Fees. The prevailing party in any Dispute shall be entitled to, and the non-prevailing party shall pay, the prevailing party’s third-party attorneys’ fees and other third-party costs reasonably incurred by the prevailing party in connection with the resolution of the Dispute and in connection with the enforcement of the judgment or arbitration award in favor of the prevailing party. The non-prevailing party shall pay those fees and costs to the prevailing party upon the demand notice of the prevailing party.
Notices from one party to any other party must be in the English language and must be reasonably detailed. Notices shall be effective on the date on which the notice is delivered to the notified party’s authorized email address or as published by vechain as described herein. Until you receive notice of a different email address from us, vechain’s authorized email address for all purposes of these Terms shall be the following: email@example.com. A copy of each notice to vechain shall be simultaneously sent to the attention of the Data Protection Officer at the following email address: firstname.lastname@example.org. The Site may provide notices to you by contacting you via a current email address you have provided to vechain, as well as by posting the applicable notice prominently on the Site.
These Terms and all matters in connection or relating to the subject matter hereof (including the interpretation of these Terms) shall be governed by and construed under the laws of Italy, without giving effect to any conflict of laws rules or provisions. Subject to paragraphs 8 (Class Action Waiver) and 9 above (Dispute Resolution) of these Terms, each party shall and does consent and submit to the exclusive personal jurisdiction of the courts in Milan, Italy for any such action.
We may assign our rights and delegate our obligations under these Terms, in whole or in part, including in connection with a merger, acquisition, sale of assets or equity, or by operation of law. You hereby grant your prior consent in advance to such assignment and or delegation of obligations. You may not and shall not assign any of your rights or delegate any of your obligations under these Terms. Any purported assignment or delegation in violation of this paragraph 12 is null and void. No assignment or delegation relieves either party of any of its obligations under these Terms for any period prior to such assignment or delegation.
(a) No Waiver of Rights. The failure by us to enforce any right or provision of these Terms shall not prevent any party from enforcing such right or provision in the future. No waiver by a party of any of the provisions of these Terms is effective unless explicitly set forth in writing and signed by such party. No failure to exercise, or delay in exercising, any right, remedy, power or privilege arising from these Terms operates, or may be construed, as a waiver thereof. No single or partial exercise of any right, remedy, power or privilege hereunder precludes any other or further exercise thereof or the exercise of any other right, remedy, power, or privilege;
(b) Severability. If any provision of these Terms is found to be unlawful or unenforceable, then that provision shall be deemed severable from these Terms and shall not affect the enforceability of any other provisions;
(c) Entire Agreement. These Terms constitute the sole and entire agreement of the parties with respect to the subject matter contained herein, and supersedes all prior and contemporaneous understandings and agreements, both written and oral, with respect to such subject matter; and
(d) Interpretation. The headings of the sections and subsections contained in these Terms are included for reference purposes only, solely for the convenience of the parties, and shall not in any way be deemed to affect the meaning, interpretation or applicability of these Terms or provision hereof. When the context requires, the plural shall include the singular and the singular the plural; and any gender shall include any other gender. All references to “including” or “includes” or any variation thereof shall be deemed to include the terms “without limitation”. The words “hereunder,” “hereof,” “hereto” and words of similar import shall be deemed references to these Terms as a whole. To the extent not prohibited by applicable law, these Terms shall not be construed against the party who drafted these Terms.