Velio Terms of Service

Last Updated: October 20, 2026

  1. AGREEMENT AND ACCEPTANCE

    1.1 These Terms. These Velio Terms of Service (these “Terms”) are entered into between Velio.xyz (“Velio”) and you, or the company or other legal entity that you represent (“you” or “your”), and govern your access to and use of the Velio Perpetual DEX and all other Services. These Terms, together with any Supplemental Terms, Trading Rules, fee schedules, risk disclosures, policies or other terms expressly incorporated by reference herein, collectively constitute the agreement between you and Velio governing your access to and use of the Services (collectively, the “Agreement”).

    1.2 Acceptance. By accessing or using the Services, including by connecting a wallet, depositing Digital Assets, submitting an Order or maintaining a Position, you agree to be bound by the Agreement. If you do not agree to the Agreement, you must not access or use the Services.

    1.3 Supplemental Terms; Conflict. Your use of certain Services, including veUSDC, may be subject to supplemental terms set out in or presented to you together with these Terms (“Supplemental Terms”), which form part of the Agreement. In the event of any conflict or inconsistency between these Terms and any Supplemental Terms, the Supplemental Terms will prevail solely with respect to the relevant Service and only to the extent of the conflict or inconsistency.

  1. DEFINITIONS

    2.1 Definitions. For purposes of these Terms:

    • “Account” means the account or account state associated with a user for purposes of the Perpetual Trading Services;
    • “Affiliate” means any entity that directly or indirectly controls, is controlled by, or is under common control with Velio;
    • “Collateral” means Digital Assets recognized for purposes of supporting Positions or satisfying Margin requirements;
    • “Digital Asset” means any cryptocurrency, cryptoasset, blockchain-based token or other digital asset supported by the Services;
    • “Margin” means Collateral required or allocated in connection with a Position;
    • “Order” means an instruction to enter into, modify or close a Position or otherwise transact through the Perpetual Trading Services;
    • “Perpetual Contract” means a cash-settled perpetual derivative contract with no fixed expiry, the value of which is determined by reference to the price of an asset, index or other reference value (each, a “Reference Asset”), made available through the Perpetual Trading Services. A Reference Asset may be a Digital Asset or a non-digital asset such as an equity, commodity, index or currency. A Perpetual Contract does not entitle you to own, receive or deliver any Reference Asset or give you any right or claim (including voting, dividend or delivery rights) in respect of it, and its price, trading hours, adjustment, suspension and delisting are determined by Velio in accordance with the Trading Rules and may differ from the market for the Reference Asset;
    • “Position” means an open exposure arising from an executed transaction in a Perpetual Contract;
    • “Perpetual Trading Services” means the perpetual trading functionality of the Velio Perpetual DEX made available by or through Velio from time to time;
    • “Services” means the Perpetual Trading Services, veUSDC and any other products, features, websites, applications, APIs and services made available by Velio from time to time;
    • “Trading Credential” means any API wallet, cryptographic credential, key, permission or other authorization mechanism used or authorized by a user to submit Orders or access trading functionality;
    • “Trading Rules” means the rules, parameters, specifications, pricing information, Margin requirements, fee schedules, risk disclosures and other operational information applicable to the Perpetual Trading Services, as published or otherwise made available by Velio from time to time through one or more pages, interfaces or documents forming part of the Services (which need not exist as a single, consolidated document);
    • “Vault” means any smart contract, vault or other blockchain-based infrastructure through which Digital Assets used in connection with the Perpetual Trading Services may be deposited, held, transferred or settled;
    • “Velio Parties” means Velio, its Affiliates and their respective officers, directors, employees, agents, partners, suppliers and licensors.
  1. ELIGIBILITY AND ACCESS RESTRICTIONS

    3.1 Eligibility. You may use the Services only if you are at least eighteen (18) years old and have the legal capacity and authority to enter into the Agreement and your use of the Services is lawful in each jurisdiction applicable to you. If you act on behalf of a legal entity, you represent and warrant that you are duly authorized to bind that entity to the Agreement.

    3.2 Restricted Persons and Jurisdictions. You must not access or use the Services if you are located in, resident in, incorporated or organized under the laws of, or otherwise subject to restrictions applicable to a Restricted Jurisdiction, or if you are subject to applicable economic or trade sanctions or other legal restrictions. Velio may restrict, suspend or terminate access based on location, sanctions status or other legal or regulatory considerations.

    3.3 No Circumvention. You must not use a virtual private network, proxy, false location information or other means to conceal or misrepresent your location or otherwise circumvent any geographic, eligibility or access restriction applicable to the Services.

    3.4 Restricted Jurisdictions. You must not access or use the Services if you are located in, resident in, incorporated or organized under the laws of, or have a registered office or principal place of business in the United States of America, China, Afghanistan, Cuba, Iran, North Korea, Syria, or any other jurisdiction or territory that is the subject of comprehensive economic or trade sanctions administered by the United Nations, the U.S. Department of the Treasury’s Office of Foreign Assets Control or any other jurisdiction or territory designated by Velio as restricted from time to time (each, a “Restricted Jurisdiction”).

    3.5 Representations. By accessing or using the Services, you represent and warrant that you are not located in, resident in, or incorporated or organized under the laws of, a Restricted Jurisdiction, that you are not subject to applicable economic or trade sanctions, and that all information you provide to Velio is accurate.

    3.6 Compliance Information. Where required or requested by applicable law or a competent authority, Velio may request information from you, such as information relating to your identity, location, source of funds or eligibility to use the Services, and you agree to provide such information accurately and in a timely manner.

  1. PERPETUAL TRADING SERVICES

    4.1 Nature of the Services. Velio provides functionality through which eligible users may access and trade supported Perpetual Contracts. The Perpetual Trading Services may incorporate both off-chain trading and account infrastructure and blockchain-based or cryptographic settlement infrastructure, and may be accessed through one or more websites, applications, APIs or other interfaces made available by Velio from time to time.

    4.2 Supported Markets and Features. Supported Digital Assets, reference assets, markets, leverage levels, Margin parameters, Order types, trading limits and other features may vary and may be added, modified, restricted, suspended or discontinued by Velio from time to time in accordance with the applicable Trading Rules.

    4.3 Availability. Velio does not guarantee that any market, Order type, API, trading functionality or other component of the Perpetual Trading Services will be continuously available, uninterrupted or error-free. Availability may be affected by maintenance, market conditions, blockchain conditions, technical failures, security incidents or other circumstances.

  1. EXTERNAL WALLETS AND TRADING CREDENTIALS

    5.1 External Wallet. You must connect or bind an external wallet in order to access the Perpetual Trading Services. You are responsible for maintaining the security and confidentiality of your external wallet, its private key and seed phrase, and for all valid instructions signed using that wallet.

    5.2 External Wallet Private Keys. Velio does not request or hold the private key or seed phrase to your external self-custodial wallet. You must never disclose such information to Velio or any person purporting to act on Velio’s behalf.

    5.3 Trading Credentials. Velio may permit you to generate, register or authorize one or more Trading Credentials for purposes of submitting or cancelling Orders or using automated, conditional or other trading functionality. The scope, duration and permitted uses of a Trading Credential may be restricted by the Services or applicable Trading Rules.

    5.4 Authorized Instructions. Any Order, cancellation, strategy instruction or other trading action validly authenticated using a Trading Credential registered or authorized for your Account may be treated by Velio as an instruction authorized by you, subject to any applicable restrictions associated with that Trading Credential. You are responsible for promptly revoking or replacing any Trading Credential that you know or suspect has been compromised.

    5.5 Automated or Delegated Trading. Certain features may permit Orders to be submitted automatically or conditionally based on parameters, strategies, triggers or permissions previously established by you. Where you enable such functionality, Orders generated within the scope of your authorization will be treated as authorized by you even if you do not manually approve each individual Order at the time it is submitted.

  1. DEPOSITS, VAULTS AND ACCOUNT BALANCES

    6.1 Deposits. To use certain Perpetual Trading Services, you may be required to transfer supported Digital Assets from your external wallet to a Vault or other blockchain-based infrastructure associated with the Perpetual Trading Services. A deposit will be credited to your Account only after the applicable deposit process has been successfully completed and recognized by the relevant systems.

    6.2 Account State. Your Account may reflect balances, Collateral, Positions, Margin, realized and unrealized profit and loss, fees, funding payments, withdrawals and other trading-related amounts. Such Account state may be updated in response to trades, funding events, transfers, liquidations, withdrawals and other events in accordance with the Trading Rules.

    6.3 Blockchain Assets and Account Records. Digital Assets held through a Vault and the Account balances or Position information displayed through the Perpetual Trading Services are distinct concepts. Transactions may first affect your Account state before the corresponding state changes are subsequently cryptographically verified or settled through blockchain infrastructure.

  1. ORDERS AND TRADE EXECUTION

    7.1 Submission of Orders. Orders may be submitted through interfaces, APIs, Trading Credentials or other functionality made available through the Perpetual Trading Services. An Order must satisfy applicable authentication, account, Margin, market, size, price, risk and other requirements before it may be accepted for processing.

    7.2 Order Acceptance Is Not Execution. An acknowledgement that an Order has been received or accepted does not mean that the Order has been executed. An Order may remain open, be partially filled, be fully filled, be modified, cancelled or rejected in accordance with the applicable Trading Rules and the operation of the Perpetual Trading Services.

    7.3 Matching and Execution. Orders may be matched against compatible Orders or liquidity available through the Perpetual Trading Services. Following a match or other execution event, the applicable trading systems may update Order status, Position size, entry or average price, balances, Margin, fees and other Account state.

    7.4 No Guarantee of Execution. Velio does not guarantee that any Order will be accepted, matched or executed, or that execution will occur at any particular price or within any particular period. Execution may be affected by liquidity, market conditions, price movements, system latency, risk controls and technical factors.

    7.5 Order Controls. Velio may reject, cancel, reduce, restrict or otherwise decline to process an Order where permitted by the Trading Rules, including where necessary for risk management, system integrity, security, legal or regulatory compliance or orderly operation of the Perpetual Trading Services.

  1. LIQUIDITY AND MARKET MAKING

    8.1 Liquidity Providers. Liquidity available through the Perpetual Trading Services may be provided by other users, market makers, designated liquidity providers or other participants. A liquidity provider may act as maker or otherwise provide liquidity in accordance with the applicable Trading Rules.

  1. MARGIN, LEVERAGE AND POSITIONS

    9.1 Margin Requirements. Opening or maintaining a Position may require sufficient Collateral or Margin. Applicable initial Margin, maintenance Margin, leverage limits, collateral eligibility, valuation methodologies and related requirements will be determined under the applicable Trading Rules and may vary by market, asset, Position or user.

    9.2 Changes in Margin Requirements. Velio may change Margin requirements, leverage limits, Position limits, collateral parameters or other risk parameters from time to time. Such changes may affect existing Positions and may require you to add Collateral, reduce a Position or take other action to avoid liquidation.

    9.3 User Responsibility. You are solely responsible for monitoring your Positions, Margin, available balance and applicable market conditions, and for maintaining sufficient Collateral to satisfy applicable requirements. Velio is not required to provide a Margin call or other notice before a Position becomes subject to liquidation.

  1. FUNDING PAYMENTS

    10.1 Funding. Positions in Perpetual Contracts may be subject to periodic or otherwise applicable funding payments or adjustments. Depending on the applicable funding rate and your Position, you may be required to pay funding or may be entitled to receive funding.

    10.2 Funding Methodology. Funding rates, reference prices, calculation methodologies, settlement intervals and other funding parameters will be determined or displayed in accordance with the applicable Trading Rules. Funding adjustments may be reflected in your Account state independently of the execution of a new Order.

  1. LIQUIDATION AND RISK CONTROLS

    11.1 Liquidation. If your Account or a Position fails to satisfy applicable Margin or risk requirements, all or part of the Position may be automatically reduced, closed, transferred, taken over or liquidated without further notice to or consent from you, in accordance with the applicable Trading Rules.

    11.2 Risk Management Actions. Velio or systems associated with the Perpetual Trading Services may cancel open Orders, reduce Positions, restrict withdrawals or transfers, limit trading activity or take other measures reasonably necessary to manage Margin shortfalls, system risk, market disruption, suspected abuse, security incidents or other circumstances contemplated by the Trading Rules.

    11.3 Loss Management Mechanisms. Where applicable and as described in the Trading Rules, the Perpetual Trading Services may employ one or more loss-management mechanisms, which may include insurance funds, position takeover mechanisms, automatic deleveraging or other procedures designed to address liquidation shortfalls or extraordinary market conditions.

  1. FEES AND OTHER AMOUNTS

    12.1 Fees. You agree to pay all applicable fees associated with the Perpetual Trading Services, which may include maker or taker trading fees, withdrawal fees and other fees disclosed through the Services or applicable fee schedule. Fees and fee rates may vary by market, transaction type or other applicable criteria.

    12.2 Deduction of Fees. You authorize applicable fees and other amounts payable by you to be deducted from your Account balance, Collateral, transaction proceeds, withdrawal amount or other amounts associated with the Perpetual Trading Services, as applicable.

    12.3 Funding Is Distinct. Funding payments or other trading-related adjustments may increase or decrease your Account balance and are not necessarily fees charged by Velio.

    12.4 Changes to Fees. Velio may modify applicable fees from time to time by updating the applicable fee schedule or otherwise making the revised fees available through the Services. Your continued use of the relevant Perpetual Trading Services after such changes become effective constitutes acceptance of the revised fees.

  1. WITHDRAWALS

    13.1 Withdrawal Authorization. A withdrawal of Digital Assets from the Perpetual Trading Services may require a valid authorization from your external wallet or another authorization method designated for withdrawals by Velio. Trading Credentials intended solely for Order submission or cancellation may not be authorized to withdraw assets.

    13.2 Withdrawal Address. Withdrawals may only be made to an address permitted or verified by the Perpetual Trading Services. Velio may require a withdrawal destination to correspond to a wallet previously connected, bound or otherwise verified in connection with your Account.

    13.3 Withdrawal Processing. A valid withdrawal instruction does not by itself constitute a completed withdrawal. Withdrawal requests may be subject to Account checks, balance reservation or freezing, risk and security review, settlement processing, cryptographic verification, blockchain confirmation and other procedures associated with the Perpetual Trading Services.

    13.4 Delay or Rejection. Velio may delay, reject or otherwise decline to complete a withdrawal where required or permitted under the Trading Rules, including where the withdrawal would violate Margin requirements, applicable law, security controls, risk controls or other applicable restrictions. If a withdrawal is not completed, the relevant Account balance may remain frozen temporarily or be restored in accordance with the applicable processing state.

    13.5 Blockchain Claim. Velio or a service associated with the Perpetual Trading Services may submit or facilitate the blockchain transaction required to complete an authorized withdrawal, including paying applicable network gas and deducting any disclosed withdrawal fee. Completion occurs only when the relevant Digital Assets are successfully transferred through the applicable blockchain infrastructure.

  1. SETTLEMENT AND BLOCKCHAIN INFRASTRUCTURE

    14.1 Off-Chain Processing and On-Chain Settlement. You acknowledge that Orders and certain Account state changes may be processed off-chain and may subsequently be submitted, verified, recorded or settled through blockchain-based or cryptographic infrastructure. Accordingly, execution of a trade and completion of its blockchain settlement may occur at different times.

    14.2 Cryptographic Verification. Certain batches or state transitions may be subject to cryptographic proof or other verification mechanisms before the relevant blockchain state is updated. Velio does not guarantee that any proof, batch or blockchain transaction will be generated, submitted, verified or finalized within any particular period.

    14.3 Blockchain Risk. Blockchain transactions may be delayed, fail, reorganize, become irreversible or otherwise be affected by network congestion, protocol changes, smart contract vulnerabilities, validators, forks, bridges, gas conditions or other matters outside Velio’s reasonable control.

  1. TRADING RULES AND MARKET INTEGRITY

    15.1 Trading Rules. You must review and comply with the Trading Rules applicable to each market or feature you use. Trading Rules may include market specifications, Margin and leverage requirements, pricing methodologies, funding parameters, fees, Order requirements, Position limits, liquidation mechanics and other operational terms.

    15.2 Changes to Trading Rules. Velio may amend the Trading Rules from time to time, including in response to market conditions, technical developments, security considerations, risk-management needs or legal or regulatory requirements. Changes will become effective when made available through the Services or at such later time as specified by Velio.

    15.3 Market Manipulation. You must not engage in spoofing, wash trading, pump-and-dump activity, front-running, manipulation, artificial trading activity, abuse of market or pricing mechanisms, or any other fraudulent, deceptive or manipulative conduct in connection with the Perpetual Trading Services, including but not limited to: (a) placing Orders for the purpose of generating unnecessary volatility or creating a condition in which prices do not or will not reflect fair market value, including by artificially buying and selling around the same price to inflate trading volume, splitting an Order to create the appearance of additional trading activity, or executing successive trades to simulate artificial price momentum; (b) placing an Order with the sole intent of cancelling the bid or offer before execution; (c) pre-arranging any Order with another person for the purpose of creating an artificial execution; (d) placing an Order for the purpose of assisting another person to engage in manipulative or artificial transactions; or (e) placing simultaneous buy and sell Orders that could reasonably be expected to execute against each other.

    15.4 Additional Prohibited Conduct. In addition to Section 15.3, in connection with your use of the Perpetual Trading Services you must not: (a) hold, transact in, or facilitate transactions in any Digital Asset that Velio reasonably believes to be fraudulent; (b) engage in fraudulent or suspicious trading activity or transactions, including transactions involving an unreasonable volume within a given period, transactions inconsistent with your Account’s trading history, transactions during periods of severe market price fluctuation, transactions related to or resulting from market manipulation, or transactions following a violation of the Agreement; (c) take any action that imposes an unreasonable or disproportionate load on Velio’s websites, software, systems, networks or servers used to provide the Perpetual Trading Services; (d) introduce, transmit or facilitate any virus, trojan horse, malware, worm or other harmful code or routine that damages, disrupts, corrupts, misuses, intercepts, expropriates or gains unauthorized access to any system, data, information or the Perpetual Trading Services; (e) provide false or misleading information to Velio, or impersonate any person or entity; (f) use, or attempt to access, any Account or external wallet that you are not authorized to use; (g) use the Services for any illegal purpose, including money laundering or terrorist financing; or (h) use any robot, scraper or other automated means not authorized by Velio to access the Services or extract data from them.

    15.5 Monitoring and Enforcement. Velio may monitor Orders, Positions, trading activity and use of the Perpetual Trading Services for market integrity, security, fraud prevention, risk management and legal or regulatory compliance, and may investigate suspected violations and take appropriate action, including rejecting or cancelling Orders, restricting functionality or suspending access.

  1. API AND AUTOMATED TRADING

    16.1 API Use. Where Velio provides an API or other programmatic access method, you are responsible for all Orders and other actions submitted through credentials or systems authorized by you. You must use such functionality only in accordance with the applicable documentation, Trading Rules and restrictions imposed by Velio.

    16.2 API and Automation Risks. APIs, bots, strategies, conditional Orders and other automated functionality may fail, experience latency, operate on stale or incorrect information, submit unintended Orders or fail to submit, modify or cancel Orders as expected. You are responsible for monitoring automated trading functionality enabled by you and for the consequences of its authorized operation.

  1. RISK DISCLOSURE

    17.1 General Trading Risk. Trading Perpetual Contracts is highly speculative and involves a substantial risk of loss. Digital Asset markets may experience extreme volatility, limited liquidity, sudden price movements, gaps, flash crashes and other market conditions that may cause you to lose some or all of your Collateral.

    17.2 Leverage and Liquidation Risk. Leverage magnifies both gains and losses. Adverse price movements may rapidly reduce the value of your Collateral and may cause your Position to be liquidated before you are able to deposit additional Collateral, reduce your exposure or otherwise respond.

    17.3 Funding Risk. Funding rates may change over time and may materially increase the cost of maintaining a Position or otherwise reduce your Account balance. Funding payments may be payable even if the market price of the underlying reference asset does not move materially in your favor or against you.

    17.4 Pricing and Liquidity Risk. Prices, index prices, mark prices, reference prices or other values used for trading, Margin or liquidation purposes may differ from prices displayed on other markets or platforms. Liquidity may be limited or unavailable, and you may be unable to execute, modify or close a Position at your desired price or time.

    17.5 Technology and Settlement Risk. You may suffer losses due to software defects or matching-engine failures, API failures, cryptographic-proof failures, delayed settlement, smart-contract vulnerabilities, blockchain congestion, network failures, oracle or data errors, cyberattacks or other technical events.

    17.6 Credential Risk. Loss, compromise or unauthorized use of your external wallet, private keys, Trading Credentials or devices may result in unauthorized Orders or loss of access to the Services. You are solely responsible for securing credentials under your control.

    17.7 Regulatory Risk. The legal and regulatory treatment of Digital Assets, Perpetual Contracts, decentralized trading systems and related technologies is uncertain and may change rapidly. Regulatory developments may require Velio to modify, restrict, suspend or discontinue markets, features or access to the Perpetual Trading Services.

    17.8 Market Risk. The value of Digital Assets, Perpetual Contracts and other reference assets may be highly volatile and may be affected by market sentiment, macroeconomic conditions, liquidity conditions, regulatory developments or other factors beyond Velio’s control. You may lose some or all of the value of your Collateral as a result of market volatility, independent of any Order you place.

    17.9 Operational Risk. The Perpetual Trading Services depend on the continued operation of Velio’s systems, personnel, and third-party infrastructure and service providers. Interruptions, delays, errors or failures in any of these, whatever the cause and whether or not within Velio’s control, may prevent or delay your access to the Perpetual Trading Services, your ability to submit or cancel Orders, monitor your Positions or complete withdrawals, and may result in losses for which, to the fullest extent permitted by applicable law, Velio is not liable.

    17.10 Smart Contract Risk. Smart contracts and other cryptographic components used in connection with the Services may contain undetected defects or vulnerabilities, notwithstanding any audit. To the fullest extent permitted by applicable law, you agree and acknowledge that if you are unable to use the Services, your Account or any Digital Assets, whether due to technical bugs, smart contract issues, bridge issues, gas fees, wallet incompatibility, loss of access to a wallet or the keys thereto, or for any other reason, you will have no recourse or claim against Velio and Velio will not bear any liability in connection therewith. Nothing in this Section 17.10 excludes any liability that cannot be excluded under applicable law, including liability for fraud.

  1. NO INVESTMENT ADVICE

    18.1 No Investment Advice. Velio does not provide investment, financial, legal or tax advice through the Perpetual Trading Services. Market data, analytics, prices, indicators, risk parameters, liquidation information or other information made available through the Services is provided for informational or operational purposes and must not be construed as a recommendation to enter into, maintain or close any Position. You are solely responsible for your trading decisions.

  1. SUSPENSION, RESTRICTION AND TERMINATION

    19.1 Velio Rights. Velio may restrict, suspend or terminate your access to all or part of the Perpetual Trading Services where reasonably necessary for security, risk management, market integrity, legal or regulatory compliance, suspected fraud or abuse, violation of the Agreement, system maintenance or other circumstances described in the Trading Rules.

    19.2 Effect on Existing Trading Activity. Restriction, suspension or termination of access does not necessarily cancel outstanding Orders, close Positions, satisfy Margin obligations or complete pending withdrawals. You remain responsible for existing Positions and obligations unless and until they are closed, settled or otherwise handled in accordance with the Trading Rules. Velio may take such risk-management actions with respect to outstanding Orders, Positions or Account balances as are permitted under the Trading Rules.

    19.3 Discontinuance. Velio may modify, suspend or discontinue any market, feature, interface, API or other component of the Perpetual Trading Services, subject to applicable law. Where reasonably practicable, Velio may make available instructions regarding existing Positions, Orders or withdrawals affected by such action.

    19.4 Survival. All provisions of the Agreement which by their nature should survive termination, including provisions relating to ownership, disclaimers, limitation of liability, release, indemnification and governing law and dispute resolution, shall survive any termination of the Agreement or of your access to the Services.

  1. DISCLAIMERS AND LIMITATION OF LIABILITY

    20.1 DISCLAIMER OF WARRANTIES. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, YOUR USE OF THE SERVICES IS AT YOUR SOLE RISK, AND THE SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITH ALL FAULTS. THE VELIO PARTIES EXPRESSLY DISCLAIM ALL WARRANTIES, REPRESENTATIONS AND CONDITIONS OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING THE IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. THE VELIO PARTIES MAKE NO WARRANTY, REPRESENTATION OR CONDITION THAT: (1) THE SERVICES WILL MEET YOUR REQUIREMENTS; (2) YOUR USE OF THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE OR ERROR-FREE; OR (3) THE RESULTS THAT MAY BE OBTAINED FROM USE OF THE SERVICES WILL BE ACCURATE OR RELIABLE. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED FROM VELIO OR THROUGH THE SERVICES WILL CREATE ANY WARRANTY NOT EXPRESSLY MADE HEREIN.

    20.2 PERPETUAL-SPECIFIC DISCLAIMER. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, VELIO DOES NOT WARRANT THAT ORDERS WILL BE ACCEPTED OR EXECUTED, THAT POSITIONS WILL BE CAPABLE OF BEING CLOSED AT ANY PARTICULAR PRICE, THAT LIQUIDATIONS WILL OCCUR AT ANY PARTICULAR PRICE, THAT MARKET OR REFERENCE DATA WILL BE ACCURATE OR CONTINUOUSLY AVAILABLE, OR THAT BLOCKCHAIN, VAULT, SMART-CONTRACT, CRYPTOGRAPHIC, API, MATCHING OR SETTLEMENT FUNCTIONALITY WILL OPERATE WITHOUT INTERRUPTION, DELAY, DEFECT OR ERROR.

    20.3 LIMITATION OF LIABILITY. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL THE VELIO PARTIES BE LIABLE FOR ANY LOSS OF PROFITS, DIGITAL ASSETS, REVENUE OR DATA, OR FOR ANY INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES, OR DAMAGES OR COSTS DUE TO LOSS OF PRODUCTION OR USE, BUSINESS INTERRUPTION OR PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, IN EACH CASE WHETHER OR NOT VELIO HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, ARISING OUT OF OR IN CONNECTION WITH THE AGREEMENT OR THE SERVICES, ON ANY THEORY OF LIABILITY, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR ANY OTHER LEGAL THEORY.

    20.4 CAP ON LIABILITY. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE VELIO PARTIES WILL NOT BE LIABLE TO YOU FOR MORE THAN THE GREATER OF (A) US$1,000; OR (B) THE REMEDY OR PENALTY IMPOSED BY THE STATUTE UNDER WHICH SUCH CLAIM ARISES.

    20.5 Release. To the fullest extent permitted by applicable law, you hereby release the Velio Parties and their successors from all claims, demands, losses, damages, rights and actions of any kind that are directly or indirectly related to or arise from your use of the Services, including any interactions with or conduct of other users or third-party websites arising in connection with the Agreement or your use of the Services.

  1. INDEMNIFICATION

    21.1 Indemnification. You agree to indemnify and hold the Velio Parties harmless from any losses, costs, liabilities and expenses (including reasonable attorneys’ fees) relating to or arising out of: (a) your use of, or inability to use, the Services, including your Orders, Positions and trading activity; (b) any misuse of your external wallet or Trading Credentials; (c) your violation of the Agreement or the Trading Rules; (d) your violation of any rights of another party; or (e) your violation of any applicable laws, rules or regulations. Velio reserves the right, at its own cost, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you will fully cooperate with Velio in asserting any available defenses. This Section 21.1 does not require you to indemnify any Velio Party for any unconscionable commercial practice by such party or for such party’s fraud, deception, false promise, misrepresentation or concealment, or suppression or omission of any material fact in connection with the Services.

  1. PRIVACY AND DATA

    22.1 Privacy and Data. Your use of the Services is subject to the Velio Privacy Policy, as amended from time to time. Velio and its third-party service providers (including wallet, authentication and infrastructure providers) may process wallet identifiers, Account information, Orders, Positions, transaction information, trading activity, device or network information and other information necessary to provide, secure, monitor and administer the Services, subject to the applicable Privacy Policy and law.

  1. AMENDMENTS

    23.1 Amendments. Velio may modify these Terms from time to time by posting or otherwise making the revised terms available through the Services. Unless otherwise stated, revised terms become effective when posted or on the effective date specified in the revised terms. Where reasonably practicable, Velio will give advance notice of material adverse changes. Your continued access to or use of the Services after the revised terms become effective constitutes acceptance of the revised terms.

  1. GOVERNING LAW AND DISPUTE RESOLUTION

    24.1 Governing Law. The execution, performance, effectiveness, interpretation and dispute resolution of the Agreement shall be governed by the laws of the British Virgin Islands.

    24.2 Arbitration. Any dispute, action or proceeding between you and Velio arising out of or in any way related to the Agreement or the Services shall be referred to and finally settled by arbitration at the BVI International Arbitration Centre in accordance with the BVI International Arbitration Centre Rules (the “BVI IAC Rules”) in effect, which rules are deemed to be incorporated by reference into this Section 24.2. The arbitration tribunal shall consist of three (3) arbitrators appointed in accordance with the BVI IAC Rules. The language of the arbitration shall be English. While a dispute is under arbitration, except for the matters in dispute, you and Velio shall continue to fulfill your respective obligations and shall be entitled to exercise your respective rights under the Agreement. The award of the arbitration tribunal shall be final and binding upon both parties.

    24.3 Waiver of Class or Other Non-Individualized Relief. ALL DISPUTES, CLAIMS AND REQUESTS FOR RELIEF WITHIN THE SCOPE OF THIS SECTION 24 MUST BE ARBITRATED ON AN INDIVIDUAL BASIS AND NOT ON A CLASS OR COLLECTIVE BASIS, ONLY INDIVIDUAL RELIEF IS AVAILABLE, AND CLAIMS OF MORE THAN ONE USER CANNOT BE ARBITRATED OR CONSOLIDATED WITH THOSE OF ANY OTHER USER.

    24.4 Severability. Except as provided in Section 24.3, if any part of this Section 24 is found under applicable law to be invalid or unenforceable, that part shall be of no force and effect and shall be severed, and the remainder of this Section 24 shall continue in full force and effect.

    24.5 Survival. This Section 24 will survive the termination of your relationship with Velio.

  1. ENTIRE AGREEMENT

    25.1 Entire Agreement. The Agreement is the final, complete and exclusive agreement between you and Velio with respect to its subject matter and supersedes and merges all prior discussions between the parties with respect to such subject matter.

  1. INTELLECTUAL PROPERTY

    26.1 License. Subject to your compliance with the Agreement, Velio grants you a limited, revocable, non-exclusive and non-transferable license to access and use the Services for your personal or internal business purposes.

    26.2 Ownership. Except with respect to any open-source software and your external wallet, Velio and its licensors own all rights, title and interest in and to the Services. You will not remove, alter or obscure any copyright, trademark, service mark or other proprietary rights notice incorporated in or accompanying the Services.

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

    26.4 Feedback. Any ideas, suggestions or other feedback that you submit to Velio (“Feedback”) is submitted at your own risk, and Velio has no obligation with respect to it. You hereby grant Velio a fully paid, royalty-free, perpetual, irrevocable, worldwide, non-exclusive and fully sublicensable right and license to use, reproduce, modify, distribute and otherwise exploit any Feedback for any purpose.

  1. THIRD-PARTY SERVICES

    27.1 Third-Party Services. The Services may integrate with, rely on or contain links to third-party websites, applications, wallets, blockchains, bridges, data sources and other services that are not provided by Velio (“Third-Party Services”). Third-Party Services are not under Velio’s control, and Velio is not responsible for, and does not endorse or make any representation with respect to, any Third-Party Service. Your use of any Third-Party Service is at your own risk and may be subject to the terms and policies of its provider.

  1. GENERAL PROVISIONS

    28.1 Electronic Communications. You consent to receive communications from Velio in electronic form and agree that all terms, agreements, notices, disclosures and other communications that Velio provides to you electronically satisfy any legal requirement that such communications would satisfy if they were in writing.

    28.2 Taxes. You are solely responsible for determining what, if any, taxes apply to your transactions, and for reporting and paying such taxes. Velio is not responsible for determining the taxes that apply to your transactions.

    28.3 Assignment. The Agreement, and your rights and obligations under it, may not be assigned, subcontracted, delegated or otherwise transferred by you without Velio’s prior written consent, and any attempted assignment, subcontract, delegation or transfer in violation of the foregoing will be null and void. Velio may assign or transfer the Agreement, in whole or in part, without your consent.

    28.4 Force Majeure. Velio shall not be liable for any delay or failure to perform resulting from causes outside its reasonable control, including acts of God, war, terrorism, riots, embargoes, acts of civil or military authorities, fire, floods, accidents, strikes or shortages of transportation facilities, fuel, energy, labor or materials.

    28.5 Waiver. Any waiver or failure to enforce any provision of the Agreement on one occasion will not be deemed a waiver of any other provision or of such provision on any other occasion.

    28.6 Severability. If any portion of the Agreement is held invalid or unenforceable, that portion shall be construed in a manner to reflect, as nearly as possible, the original intention of the parties, and the remaining portions shall remain in full force and effect.

    28.7 International Users. The Services can be accessed from countries around the world. Velio makes no representation that the Services are appropriate or available for use in any particular location. Those who access or use the Services do so on their own initiative and are responsible for compliance with local law.

  1. CONTACT

    29.1 Contact. Questions regarding the Services or the Agreement may be directed to Velio through the contact method made available through the Services.