Terms of Use
Introduction
These Terms of Use ("Terms") establish the agreement ("Agreement") between You (hereinafter referred to as "You", "Your" or "User") and Velar ("Velar", "We", "Us" or "Our") governing Your use of the products and Services provided through Our website https://www.velar.co/ (collectively referred to as the "Platform"). Velar is a company incorporated and registered under the laws of the Republic of Panama. This Agreement constitutes a binding and enforceable legal contract between Velar, its affiliates, and subsidiaries worldwide, and You, an end-user of the Services. In relation to the Services, You and Velar are referred to separately as "Party" and collectively as "Parties".
BY ACCESSING AND USING ANY OF THE SERVICES (DEFINED BELOW), YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTOOD AND YOU COMPLETELY AGREE TO THESE TERMS, AS UPDATED AND AMENDED FROM TIME TO TIME. IF YOU DO NOT AGREE TO BE BOUND BY THESE TERMS OR WITH ANY SUBSEQUENT AMENDMENTS, CHANGES OR UPDATES, PLEASE DO NOT ACCESS OR USE ANY OF THE SERVICES, AND IF YOU DO ACCESS OR USE THE SERVICES, YOU WILL BE BOUND BY THESE TERMS, AS UPDATED AND AMENDED FROM TIME TO TIME.
In these Terms, references to “You” mean you personally (where an individual accesses, uses, or receives Services) and any legal entity and its affiliates on behalf of which You submit instructions or orders (where Services are accessed, used, or received for or on behalf of a legal entity). These Terms set out important information regarding Your rights and obligations in connection with the Service.
1.1
Amendments to Terms of Use
By using this Platform, you consent to the collection, storage, usage, and processing of your Personal Information by us in accordance with this Privacy Policy. If you do not agree to the terms of this Privacy Policy, please do not use or continue using this Platform.
1.2
Comprehensive Agreement
These Terms, along with the Privacy Policy and any rules outlined on the website, constitute the complete and exclusive Agreement between You and Velar pertaining to Your use of the Platform. These Terms supersede any prior or contemporaneous negotiations, discussions, agreements, understandings, representations, and warranties, whether written or oral, between You and Us regarding the subject matter.
1.3
Priority of Terms
In cases where discrepancies arise between these Terms of Use and any other pages, policies, terms, conditions, licenses, limitations, or obligations found within or on the Platform, these Terms of Use shall take precedence.
1.4
Interpretation
Headings: The headings and subheadings in the Terms are for ease of reference only and are not to be taken into account in the construction or interpretation of any provision or provisions to which they refer.
Extended Meanings: Unless otherwise specified in these Terms, words importing the singular include the plural and vice versa, and words importing gender include all genders. The words “include”, “includes”, or “including” will be interpreted on an inclusive basis and be deemed to be followed by the words “without limitation”.
ABOUT THE PLATFORM
2.1
Velar is a decentralized finance (DeFi) protocol with Bitcoin finality, dedicated to unlocking Bitcoin’s true potential by developing a sophisticated suite of DeFi products on the Bitcoin blockchain.
2.2
Key Features:
a)
Velar Dex: Inspired by Uniswap V2, Velar Dex boasts a simple design and permissionless nature, allowing users to swap assets seamlessly.
b)
Velar Dharma: This suite includes features such as swap, Liquidity Pools, Staking, Farming, and an IDO Launchpad, providing Users with diverse options for engaging with the Platform.
c)
Velar builds smart contracts and decentralized applications (dApps) on Layer 2 solutions like stacks, enabling functionalities such as DEX, Launchpad, staking, and yield farming.
d)
Velar incorporates a decentralized identity solution, empowering users to validate their identity without relying on centralized authorities, thus preserving privacy and security.
e)
Velar prioritizes user-friendly interfaces, ensuring accessibility for Users of all technical backgrounds.
f)
Supporting various currencies and assets, including Bitcoin and cryptocurrencies, Velar facilitates seamless exchange and trading, enhancing liquidity and usability.
USE OF SERVICES
Velar offers a comprehensive range of decentralized financial services (“Services”) designed to empower users to maximize their digital asset holdings and participate in the burgeoning world of decentralized finance (DeFi). Our platform is built on the principles of security, decentralization, and accessibility, providing users with a seamless and rewarding experience. Below are the key services offered by Velar:
3.1
Decentralized Exchange (DEX): Velar's DEX allows users to seamlessly swap digital assets in a secure and permissionless manner.
3.2
Liquidity Provider (LP) Farming: Velar incentivizes users to provide liquidity to the platform's DEX by offering LP farming rewards. By locking their assets in liquidity pools, users can earn native tokens as rewards, contributing to the growth and liquidity of the platform.
3.3
Perpetual Derivatives Exchange: Velar artha introduces a perpetual derivatives exchange, enabling users to trade perpetual contracts on Bitcoin and a variety of tokens with up to 20x leverage. This feature provides users with enhanced trading opportunities while maintaining full custody of their assets in a decentralized manner.
3.4
Staking Program: Velar's staking program allows users to stake $VELAR tokens and receive multiple benefits in return.
USER ACCOUNT
4.1
Know your customer (KYC):
Velar may require users to undergo a Know Your Customer (KYC) process to comply with regulatory requirements or platform policies. This process may involve providing personal information and documentation to a third-party KYC provider [blockpass.org/kyc/]. By using Velar's services, Users consent to the collection and processing of their personal data by the KYC provider. It is the responsibility of Users to review and agree to the terms and conditions, as well as the privacy policy, of the third-party KYC provider before proceeding with the KYC process.
4.2
Wallet:
Users have the option to connect various wallets, including Leather Wallet, Xverse Wallet, and Asigna Wallet (collectively referred to as “Wallet”). It is the User's responsibility to read and understand the terms and conditions as well as the privacy policies of each Wallet provider before connecting their Wallet to Velar's Platform. Velar bears no responsibility for the terms, conditions, or privacy practices of third-party wallet providers.
FEES
5.1
Revenue Generation
Velar generates its revenue primarily from trading fees on Velar DEX. Velar will charge a fee of 0.3% from traders who are swapping their Tokens on DEX, and a portion of this will be allocated to the treasury. These funds will be utilized for continued product development and replenishing the active participant reward pool.
5.2
Fees from IDO Launchpad
Velar offers a unique IDO Launchpad (Launchpad) that simplifies the process of launching tokens for innovative stacks-based projects. By providing a streamlined Platform, Velar supports projects that may lack the resources or expertise to launch independently. In exchange for these Services, Velar may charge a listing fee or success fee from these projects.
This allows Velar to sustain its valuable Launchpad services and fund ongoing platform development and expansion. Additionally, through partnerships with other organizations and active participation in the stacks community, Velar provides additional support and resources to ensure the success of projects launched on its Platform.
REWARDS
6.1
Community Rewards and Airdrop Rewards: As per the tokenomics of Velar, a percentage of 35% of the total Tokens allocated are designated for community rewards ("Community Rewards"). These Community Rewards are aimed at incentivizing and rewarding active participation and contributions.
6.2
Airdrop: Velar may periodically conduct airdrop campaigns wherein eligible users will receive free Tokens as part of the Community Rewards program. The criteria for eligibility, the timing of airdrops, and the amount of Tokens distributed will be determined by Velar at its sole discretion and communicated to the community through official channels.
6.3
Incentive Testnet: Velar may also introduce incentive programs specifically for Users participating in the testnet environment (“Incentive Testnet”). These programs may offer rewards in the form of Tokens to Users who actively engage in testing, providing feedback, and contributing to the improvement of Velar's Platform on the testnet.
6.4
LP Farming: It is a well-known method utilized by decentralized exchanges and DeFi platforms to incentivize users to provide liquidity. At Velar, LP farming offers Users an efficient and rewarding way to engage with the ecosystem. By depositing assets into liquidity pools, Users earn the Platform's native token as a reward.
6.5
Farming: Our Platform supports seasonal farms for projects listed on Velar DEX and launchpad. These farms enable projects to garner attention and establish a community of early adopters. Liquidity providers can participate by locking their LP Tokens for a specified duration, earning additional rewards in the native Tokens of the liquidity pool.
6.6
Velar Staking: Staking $VELAR Tokens (“Tokens”) is a fundamental aspect of Velar's ecosystem. Through Velar Staking, Users can stake their Tokens to unlock various benefits. Users are categorized into tiers based on the amount of Tokens staked, granting access privileges and benefits such as:
a)
Participation in IDOs on Velar Launchpad, with staking determining the allocation of IDO tickets.
b)
Discounts on trading fees, early access to upcoming features, and exclusive access to incentivized testnets for future iterations.
6.7
Modification of Rewards: Velar reserves the right to modify, suspend, or terminate the Community Rewards program, including Airdrops and Incentive Testnet programs, at any time and without prior notice. Velar may adjust the allocation of rewards, eligibility criteria, and other parameters of the rewards programs based on various factors, including but not limited to community engagement, project milestones, and market conditions.
6.8
No Guaranteed Rewards: Participation in the Airdrops, and Incentive Testnet programs does not guarantee receipt of rewards. Velar reserves the right to exclude any User from receiving rewards if they are found to be in violation of Velar's Terms, engaging in fraudulent activities, or not meeting the eligibility criteria specified by Velar.
6.9
Acceptance of Rewards: By participating in the Airdrops, and Incentive Testnet programs, Users acknowledge and accept that any rewards received are provided at the sole discretion of Velar and are subject to change or cancellation without notice.
6.10
Compliance: Any attempt to manipulate or abuse the rewards programs may result in the disqualification of the User and forfeiture of rewards.
NON-CUSTODIAL APPLICATION AND WALLET RESPONSIBILITY
7.1
Each of the Services provided by Velar is purely non-custodial, meaning Velar does not have custody, possession, or control of Your digital assets at any time. You are solely responsible for the custody of the cryptographic private keys to the digital asset Wallets You hold, and You should never share Your Wallet credentials or seed phrase with anyone.
7.2
Velar accepts no responsibility for, or liability to You, in connection with Your use of a Wallet and makes no representations or warranties regarding how any of Our Services will operate with any specific Wallet. Likewise, You are solely responsible for any associated Wallet, and Velar is not liable for any acts or omissions by You in connection with or as a result of Your Wallet being compromised.
NO FIDUCIARY DUTIES
8.1
This Agreement is not intended to, and does not, create or impose any fiduciary duties on Velar. To the fullest extent permitted by law, You acknowledge and agree that Velar owes 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 Velar owes You are those set out expressly in this Agreement.
8.2
Professional advice: All information provided in connection with Your access and use of the Services is for informational purposes only and should not be construed as professional advice. Before You make any financial, legal, or other decisions involving the Services, You should seek independent professional advice from an individual who is licensed and qualified in the area for which such advice would be appropriate.
8.3
Tax advice: Nothing herein constitutes legal, financial, business, or tax advice, and You are strongly advised to consult an advisor(s) before engaging in any activity. All information provided by Velar is for informational purposes only and should not be construed as tax advice.
INTELLECTUAL PROPERTY RIGHTS
9.1
Ownership of Intellectual Property: All intellectual property rights, including but not limited to patents, copyrights, trademarks, trade secrets, and any other proprietary rights, in and to the software, algorithms, source code, designs, trademarks, logos, and any related documentation (collectively referred to as “Intellectual Property”) developed, owned, or licensed by Velar shall remain the exclusive property of Velar.
9.2
License Grant: Subject to the Terms of this Agreement, Velar grants You a limited, non-exclusive, non-transferable, revocable license to access and use Velar's Intellectual Property solely for the purpose of utilizing the Services provided by Velar in accordance with this Agreement.
9.3
Restrictions on Use: You shall not, directly or indirectly, engage in any of the following activities with respect to Velar's Intellectual Property:
a)
Copying, modifying, or creating derivative works based on Velar's Intellectual Property;
b)
Distributing, selling, sublicensing, or otherwise transferring any rights to Velar's Intellectual Property;
c)
Reverse engineering, decompiling, disassembling, or attempting to discover the source code or underlying structure, ideas, or algorithms of Velar's Intellectual Property;
d)
Removing or altering any copyright, trademark, or other proprietary notices contained in Velar's Intellectual Property;
e)
Using Velar's Intellectual Property in any manner not expressly authorized by this Agreement.
9.4
Feedback: Velar encourages You to provide feedback, comments, suggestions, or ideas regarding its Services (“Feedback"). You acknowledge and agree that any Feedback you provide shall become the property of Velar, and Velar may use such Feedback for any purpose without any obligation to compensate You.
9.5
Third-Party Intellectual Property: You shall not use Velar's Services in any way that infringes upon the intellectual property rights of any third party. Velar reserves the right to suspend or terminate Your access to the Services if it determines that You have violated this provision.
9.6
Confidentiality: You acknowledge and agree that Velar's Intellectual Property constitutes confidential and proprietary information of Velar. You shall maintain the confidentiality of Velar's Intellectual Property and shall not disclose it to any third party without Velar's prior written consent.
9.7
Reservation of Rights: Except for the limited rights expressly granted herein, Velar reserves all rights, title, and interest in and to its Intellectual Property, and no other rights are granted to You by implication, estoppel, or otherwise.
9.8
Enforcement: In the event of any actual or threatened infringement of Velar's Intellectual Property, Velar may seek injunctive or other equitable relief in addition to any other remedies available at law or in equity.
YOUR REPRESENTATIONS AND WARRANTIES
You represent and warrant to Velar, upon acceptance or deemed acceptance of this Agreement and each time You access or utilize the Services, as follows:
10.1
You have the legal capacity to enter into contracts under applicable laws and have read, understood, and accepted these Terms.
10.2
You are duly authorized to act on behalf of any legal entity using the Services, and such entity is validly existing under the applicable laws of its jurisdiction.
10.3
You acknowledge that Velar is a decentralized platform providing smart contracts and other software tools.
10.4
You understand that Velar is not a crypto-asset service provider, virtual asset service provider, asset manager, brokerage, custodian, securities dealer, or issuer, as per applicable regulations.
10.5
You acknowledge that Velar administers the website but is not a party to any transactions involving tokens. Velar bears no financial responsibility for any failure of projects to fulfill their obligations.
10.6
You comprehend and accept the risks associated with using the website and Services and are not prohibited from using them by applicable laws.
10.7
You will not utilize the Services for concealing proceeds of crime, facilitating terrorist financing, violating AML or CTF Laws, or engaging in unlawful activities.
10.8
You will only engage in transactions with legally obtained tokens that belong to You.
10.9
You or Your Affiliates are not associated with Restricted Jurisdictions.
10.10
You have not participated in corrupt practices in violation of anti-corruption laws.
10.11
You will provide accurate information to Velar and KYC providers and promptly update any changes.
10.12
Any Wallet used, except one provided by Velar, is owned and controlled by You.
10.13
Transactions made through Your credentials, authorized email address, or a Wallet are valid and binding.
10.14
Your user content does not infringe on third-party rights or breach applicable laws.
10.15
You understand that the legality of holding Tokens, trading them, or buying/selling Tokens may vary under different jurisdictions' laws.
10.16
You acknowledge the possibility of markets for Tokens becoming illiquid, which may result in increased risk of loss.
10.17
You understand and agree that Tokens transferred into a smart contract may be combined with Tokens from other users, exposing them to various risks, including loss due to security breaches, technological failures, or insolvency of Velar or its associates.
10.18
Velar reserves the right to freeze smart contracts in case of suspicious activities.
10.19
Tokens and Wallets are subject to risks of loss, theft, or hacking.
NO REPRESENTATIONS AND WARRANTIES BY VELAR
11.1
Velar operates as a Platform providing access to various Services through its website and associated offerings. By using the Velar Platform and Services, You acknowledge and agree that Velar makes no representations or warranties of any kind, whether express, implied, or statutory, regarding the accuracy, reliability, completeness, or suitability of the information, content, materials, services, or products provided through its Platform.
11.2
To the maximum extent permitted by applicable laws, Velar disclaims all implied warranties, including but not limited to warranties of title, merchantability, fitness for a particular purpose, and non-infringement. Velar does not warrant that access to its website, services, or any associated materials will be continuous, uninterrupted, timely, or error-free.
11.3
Velar does not make any representations or warranties regarding the results that may be obtained from the use of its Services, the security of its website or Services, or the accuracy or reliability of any information or content provided through its Platform. Furthermore, Velar does not endorse, guarantee, or assume responsibility for any third-party services, products, or websites linked through its platform.
11.4
You acknowledge that any reliance on Our Services and content is at Your own risk.
PROHIBITED ACTIVITIES
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 Platform:
12.1
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.
12.2
That seek to interfere with or compromise the integrity, security, or proper functioning of any computer, server, network, personal device, or other information technology system
12.3
That seeks to defraud Velar or any other person or entity.
12.4
That violates any applicable law, rule, or regulation concerning the integrity of trading markets.
12.5
That violates any applicable law, rule, or regulation concerning the trading of securities or derivatives.
12.6
You shall not buy, sell, or transfer stolen items, fraudulently obtained items, or any other illegally obtained items.
12.7
That involves data mining, robots, scraping, or similar data gathering or extraction methods.
12.8
That involves harmful, threatening, abusive, harassing, or otherwise objectionable content.
12.9
That uploads or transmits viruses, worms, trojan horses, time bombs, cancelbots, spiders, malware, or any other type of malicious code that will or may be used in any way that will affect the functionality or operation of the Platform.
ASSUMPTION OF RISKS
By utilizing the Services, You acknowledge and accept the inherent risks associated with cryptographic systems, including but not limited to:
13.1
Fluctuations in market conditions may significantly impact the value of Your virtual assets on Our Platform. The value of digital assets can experience rapid increases or decreases, particularly in the cryptocurrency market.
13.2
You represent that You possess the financial and technical sophistication necessary to comprehend the inherent risks associated with using cryptographic and blockchain-based systems
13.3
We do not provide any guarantee that digital assets will maintain a specific value or market liquidity. Their value is subject to market forces and may fluctuate unpredictably.
13.4
Digital assets are not regulated by central banks or government authorities. Their value is based on technology and trust, without central regulation or protective measures.
13.5
Regulatory inquiries or actions may affect the functioning of the Services and restrict Your ability to trade digital assets. Regulatory classifications vary, and trading digital assets may be restricted in certain jurisdictions.
13.6
Digital assets are controlled solely by unique private keys. The loss of private keys can result in the irreversible loss of access to digital assets. Additionally, the Services may be vulnerable to cyber-attacks and hacking during transactions.
13.7
You are responsible for assessing all risks associated with trading digital assets and should seek professional advice if necessary. This includes evaluating code and third-party content for potential flaws and vulnerabilities.
13.8
Advancements in cryptography may introduce new risks to cryptocurrencies and the Services. It is important to stay informed about developments in the field and take appropriate precautions.
13.9
We do not provide any representations or warranties regarding the safety or soundness of such bridges, including their use on Our Platform.
13.10
You understand that smart contract transactions automatically execute and settle, and blockchain-based transactions are irreversible once confirmed. You acknowledge the variable costs and speeds associated with transacting on cryptographic and blockchain-based systems, such as Ethereum, which may increase dramatically at any time. You further accept the risk associated with trading in expert modes, which may expose you to significant price slippage and higher costs.
13.11
You understand that markets for digital assets are nascent and highly volatile due to various risk factors, including adoption, speculation, technology, security, and regulation. You acknowledge the potential existence of fake Tokens, including those falsely claiming to represent legitimate projects.
THIRD PARTY LINKS
14.1
If Our Platform contains links to other sites and resources provided by third parties, these links are provided for Your convenience only. This includes links contained in advertisements, such as banner advertisements and sponsored links. You acknowledge and agree that Velar is not responsible or liable for: (i) the availability or accuracy of such websites or resources; or (ii) the content, products, or services on or available from such websites or resources. Links to such websites or resources do not imply any endorsement by Us of such websites or resources or the content, products, or services available from such websites or resources. You acknowledge sole responsibility for and assume all risk arising from Your use of any such websites or resources. If You access a third-party website or service or share Your Content on or through any third-party website or service, You do so at Your own risk, and You understand that these Terms and the Privacy Policy do not apply to Your use of such sites.
DISCLAIMER
15.1
TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, THE SERVICES (AND ANY OF THEIR CONTENT OR FUNCTIONALITY) PROVIDED BY OR ON BEHALF OF US ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS, AND WE EXPRESSLY DISCLAIM, AND YOU HEREBY WAIVE, ANY REPRESENTATIONS, CONDITIONS OR WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, LEGAL, STATUTORY OR OTHERWISE, OR ARISING FROM STATUTE, OTHERWISE IN LAW, COURSE OF DEALING, OR USAGE OF TRADE, AND WHETHER OR NOT KNOWN OR DISCOVERABLE, INCLUDING THE IMPLIED OR LEGAL WARRANTIES AND CONDITIONS OF MERCHANTABILITY, MERCHANTABLE QUALITY, QUALITY OR FITNESS FOR A PARTICULAR PURPOSE, TITLE, SECURITY, AVAILABILITY, RELIABILITY, ACCURACY, QUIET ENJOYMENT AND NON-INFRINGEMENT OF THIRD PARTY RIGHTS. WITHOUT LIMITING THE FOREGOING, WE DO NOT REPRESENT OR WARRANT THAT THE SERVICES (INCLUDING ANY DATA RELATING THERETO) WILL BE UNINTERRUPTED, AVAILABLE AT ANY PARTICULAR TIME, OR ERROR-FREE. FURTHER, WE DO NOT WARRANT THAT ERRORS IN THE SERVICES ARE CORRECTABLE OR WILL BE CORRECTABLE.
15.2
YOU ACKNOWLEDGE THAT DATA YOU PROVIDE WHILE ACCESSING OR USING THE SERVICES MAY BECOME IRRETRIEVABLY LOST OR CORRUPTED OR TEMPORARILY UNAVAILABLE DUE TO A VARIETY OF CAUSES, AND AGREE THAT, TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, WE WILL NOT BE LIABLE FOR ANY LOSS OR DAMAGE CAUSED BY DENIAL-OF-SERVICE ATTACKS, SOFTWARE FAILURES, VIRUSES OR OTHER TECHNOLOGICALLY HARMFUL MATERIALS (INCLUDING THOSE WHICH MAY INFECT YOUR COMPUTER EQUIPMENT), PROTOCOL CHANGES BY THIRD-PARTY PROVIDERS, INTERNET OUTAGES, FORCE MAJEURE EVENTS OR OTHER DISASTERS, SCHEDULED OR UNSCHEDULED MAINTENANCE, OR OTHER CAUSES EITHER WITHIN OR OUTSIDE OF OUR CONTROL.
RESTRICTED JURISDICTIONS
16.1
The Service is not accessible to individuals and/or entities situated in or residents of jurisdictions including, but not limited to, Afghanistan, Albania, American Samoa, Antigua, Belarus, Bosnia, Burundi, Burma, Central African Republic, Cuba, Democratic Republic of Congo, Guinea, Guinea Bissau, Guam, Iran, Iraq, Ivory Coast, Lebanon, Liberia, Libya, Mali, Myanmar, Nicaragua, North Korea, Northern Mariana Islands, People's Republic of China, Puerto Rico, Russia, Somalia, South Sudan, Sudan, Syria, Venezuela, Thailand, Ukraine, United Kingdom, United States, United States Minor Outlying Islands, US Virgin Islands, Yemen, Zimbabwe, Burkina Faso, Jordan, Tribinad and Tobago, where its use is prohibited (Restricted Jurisdictions). This restriction also applies to citizens and residents of other nations while they are situated in a Restricted Jurisdiction.
16.2
Any attempt to evade these usage restrictions, including providing false information regarding location or residence, constitutes a breach of this Agreement. Any and all funds owned by individuals or entities located in Restricted Jurisdictions within the Service may be confiscated or returned at the sole discretion of the Platform. Velar reserves the right to terminate or suspend Your account upon discovering that the User is from a Restricted Jurisdiction.
INDEMNITY
17.1
To the fullest extent permitted by applicable law, You agree to indemnify, defend, and hold Velar harmless, as well as our past, present, and future service providers, employees, officers, directors, contractors, consultants, equity holders, suppliers, vendors, parent companies, subsidiaries, affiliates, agents, representatives, predecessors, successors, and assigns (collectively referred to as the “Velar Parties”), from and against all actual or alleged third-party claims, damages, awards, judgments, losses, liabilities, obligations, penalties, interest, fees, and expenses of every kind and nature whatsoever, whether known or unknown, foreseen or unforeseen, matured or unmatured, suspected or unsuspected, in law or equity, whether in tort, contract, or otherwise (collectively, “Claims”), including but not limited to damages for personal injury, that are caused by, arise out of, or are related to: (a) your use or misuse of the Platform, Our Services, and Content; (b) Your breach of these Terms; and (c) Your breach or violation of the rights of a third party, including another User or service provider. You agree to promptly notify Velar of any third-party Claims and cooperate with the Velar Parties in defending such Claims. Furthermore, you agree that the Velar Parties shall have control of the defense or settlement of any third-party Claims.
17.2
THIS INDEMNITY IS IN ADDITION TO, AND NOT IN LIEU OF, ANY OTHER INDEMNITIES THAT MAY BE SET FORTH IN A WRITTEN AGREEMENT BETWEEN YOU AND VELAR.
LIMITATION OF LIABILITY
18.1
UNDER NO CIRCUMSTANCES SHALL VELAR OR ANY OF ITS AFFILIATES 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 INTANGIBLE PROPERTY, ARISING OUT OF OR RELATING TO ANY ACCESS OR USE OF OR INABILITY TO ACCESS OR USE ANY OF THE PRODUCTS. WE WILL NOT BE RESPONSIBLE FOR ANY DAMAGE, LOSS, OR INJURY RESULTING FROM HACKING, TAMPERING, OR OTHER UNAUTHORIZED ACCESS OR USE OF ANY OF THE PRODUCTS OR THE INFORMATION CONTAINED WITHIN IT, WHETHER SUCH DAMAGES ARE BASED IN CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR OTHERWISE, ARISING OUT OF OR IN CONNECTION WITH AUTHORIZED OR UNAUTHORIZED USE OF ANY OF THE PRODUCTS, EVEN IF A REPRESENTATIVE OF VELAR HAS BEEN ADVISED OF OR KNEW OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES.
18.2
WE ASSUME NO LIABILITY OR RESPONSIBILITY FOR ANY: (A) ERRORS, MISTAKES, OR INACCURACIES OF CONTENT; (B) PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM ANY ACCESS OR USE OF THE INTERFACE; (C) UNAUTHORIZED ACCESS OR USE OF ANY SECURE SERVER OR DATABASE IN OUR CONTROL, OR THE USE OF ANY INFORMATION OR DATA STORED THEREIN; (D) INTERRUPTION OR CESSATION OF FUNCTION RELATED TO ANY OF THE PRODUCTS; (E) BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE THAT MAY BE TRANSMITTED TO OR THROUGH THE INTERFACE; (F) ERRORS OR OMISSIONS IN, OR LOSS OR DAMAGE INCURRED AS A RESULT OF THE USE OF, ANY CONTENT MADE AVAILABLE THROUGH ANY OF THE PRODUCTS; AND (G) THE DEFAMATORY, OFFENSIVE, OR ILLEGAL CONDUCT OF ANY THIRD PARTY.
18.3
WE HAVE NO LIABILITY TO YOU OR TO ANY THIRD PARTY FOR ANY CLAIMS OR DAMAGES THAT MAY ARISE AS A RESULT OF ANY PAYMENTS OR TRANSACTIONS THAT YOU ENGAGE IN VIA ANY OF OUR PRODUCTS, OR ANY OTHER PAYMENT OR TRANSACTIONS THAT YOU CONDUCT VIA ANY OF OUR PRODUCTS. EXCEPT AS EXPRESSLY PROVIDED FOR HEREIN, WE DO NOT PROVIDE REFUNDS FOR ANY PURCHASES THAT YOU MIGHT MAKE ON OR THROUGH ANY OF OUR PRODUCTS.
18.4
WE MAKE NO WARRANTIES OR REPRESENTATIONS, EXPRESS OR IMPLIED, ABOUT LINKED THIRD PARTY SERVICES, THE THIRD PARTIES THEY ARE OWNED AND OPERATED BY, THE INFORMATION CONTAINED ON THEM, ASSETS AVAILABLE THROUGH THEM, OR THE SUITABILITY, PRIVACY, OR SECURITY OF THEIR PRODUCTS OR SERVICES. YOU ACKNOWLEDGE SOLE RESPONSIBILITY FOR AND ASSUME ALL RISK ARISING FROM YOUR USE OF THIRD-PARTY SERVICES, THIRD-PARTY WEBSITES, APPLICATIONS, OR RESOURCES. WE SHALL NOT BE LIABLE UNDER ANY CIRCUMSTANCES FOR DAMAGES ARISING OUT OF OR IN ANY WAY RELATED TO SOFTWARE, PRODUCTS, SERVICES, AND/OR INFORMATION OFFERED OR PROVIDED BY THIRD-PARTIES AND ACCESSED THROUGH ANY OF OUR PRODUCTS.
GOVERNING LAW AND DISPUTE RESOLUTION
19.1
These terms, and all matters or disputes arising out of or in connection with these terms, the subject matter hereof or the activities of You or Velar in connection with or contemplated by these terms, including Your access, use, or receipt of products and Services (including any act or omission related thereto) (collectively, “Disputes”) shall be governed by the Laws of Panama.
19.2
If a dispute arises between Velar and a User, the User will inform the customer service department of Velar along with his/her contact details and information required for Velar to appreciate the origin and the implications of the dispute. The Parties shall use their best efforts to settle amicably all disputes arising out of or in connection with this Agreement. Please contact compliance@velar.co to reach the customer service department of Velar.
19.3
If any such dispute cannot be resolved within thirty (30) days of Your providing Velar with written notice of the dispute at compliance@velar.co, each of You and Velar hereby irrevocably agrees that any dispute shall be referred to and finally resolved by arbitration administered by the Singapore International Arbitration Centre (“SIAC”) in accordance with the Arbitration Rules of the SIAC for the time being in force (“Rules”), which Rules are hereby incorporated by reference. The seat of the arbitration shall be Singapore.
19.3.1
The tribunal shall consist of one (1) arbitrator, and the arbitration shall be conducted in English. The International Arbitration Act, Chapter 143A of Singapore (“IAA”) shall apply to the arbitration.
19.3.2
The decision and award of such tribunal shall be final and valid, non-appealable, binding upon all of the parties to the dispute, and enforceable in accordance with applicable law by any party to such dispute in any court of competent jurisdiction.
19.3.3
The arbitrator may conduct only an individual arbitration and may not consolidate more than one individual’s claims, preside over any type of class or representative proceeding, or preside over any proceeding involving more than one individual.
19.3.4
The arbitrator, You, and Velar will maintain the confidentiality of any arbitration proceedings, judgments, and awards, including all information gathered, prepared, and presented for purposes of the arbitration or related to the disputes. The arbitrator will have the authority to make appropriate rulings to safeguard confidentiality unless the applicable law provides to the contrary. This confidentiality obligation does not apply to the extent that disclosure is necessary to prepare for or conduct the arbitration hearing on the merits, in connection with a court application for a preliminary remedy, or in connection with a judicial challenge to an arbitration award or its enforcement, or to the extent that disclosure is otherwise required by law or judicial decision.
19.3.5
For any arbitration you initiate, you will pay the filing fee and all other IAA fees and costs. For any arbitration Velar initiates, Velar will pay the filing fee and all other IAA fees and costs. These provisions are subject to the ability of the arbitrator to award fees and costs as it determines to be appropriate in a final award.
19.4
Notwithstanding the provisions of this section 19.3, a party to a dispute may, insofar as it is entitled to under the IAA, elect to seek temporary injunctive relief from any court of competent jurisdiction at any time to preserve its rights while a dispute is being resolved by arbitration.
MISCELLANEOUS
20.1
Entire Agreement: These Terms, along with any policies published by Velar on the Platform, constitute the entire agreement between You and Velar, superseding any prior agreements or arrangements regarding the Services.
20.2
Maintenance of Platform: Your access and use of the Service may be occasionally interrupted for various reasons, such as equipment malfunctions, periodic updates, maintenance, or repairs initiated by Velar. While we strive to notify Users of such maintenance activities via the website whenever feasible, please note that urgent maintenance may occur without prior notice. During these maintenance periods, temporary unavailability or reduced functionality of certain features on the Platform may occur. Velar endeavors to minimize such interruptions and schedules maintenance during off-peak usage hours whenever feasible. These maintenance efforts are essential to ensure optimal performance, security, and functionality of the Website.
20.3
Waiver: The failure of Velar to enforce any right or provision of these Terms shall not constitute a waiver of such right or provision.
20.4
Severability: If any provision of these Terms is found to be illegal, invalid, or unenforceable under any law, such provision shall be deemed severable. The remaining provisions shall remain in full force and effect, and shall not be affected by the illegal, invalid, or unenforceable provision or its severance.
20.5
Successor and Assigns: This Agreement shall be binding upon and inure to the benefit of Velar's successors and assigns. You may not assign this Agreement or any rights or licenses granted hereunder without Velar's prior written consent. Velar reserves the right to assign this Agreement and any granted rights to any person, firm, corporation, or entity, without User consent.
20.6
Relationship: These Terms do not create a joint venture, partnership, employment, or agency relationship between You and Velar.
20.7
Force Majeure: Velar shall not be liable for any delays, failures, or interruptions of Services resulting from causes beyond its reasonable control, including, but not limited to, acts of god, civil or military authorities, terrorists, civil disturbances, strikes, fires, telecommunication or Internet interruptions, equipment or software failures, pandemics, or other catastrophic events.
20.8
Construction: The rule of construction that a contract should be interpreted against the party responsible for its drafting shall not apply.
20.9
Survival: Provisions that, by their nature, should survive termination of these Terms, including payment obligations, indemnity, disclaimers, limitations of liability, intellectual property rights, applicable law, dispute resolution, and miscellaneous provisions, shall survive termination.
20.10
Reporting: To report a vulnerability or security concern regarding Velar's Services, please email compliance@velar.co.