Last revised: 05 April 2022
Please read the terms carefully as they govern your use of Venice Swap Services.THESE TERMS CONTAIN IMPORTANT PROVISIONS INCLUDING AN ARBITRATION PROVISION THAT REQUIRES ALL CLAIMS TO BE RESOLVED BY WAY OF LEGALLY BINDING ARBITRATION.The terms of the arbitration provision are set forth in Article 10, “Resolving Disputes: Forum, Arbitration, Class Action Waiver”, hereunder. As with any asset, the values of Digital Currencies (as defined below) may fluctuate significantly and there is a substantial risk of economic losses when purchasing, selling, holding or investing in Digital Currencies and their derivatives.BY MAKING USE OF VENICE SWAP SERVICES, YOU ACKNOWLEDGE AND AGREE THAT: (1) YOU ARE AWARE OF THE RISKS ASSOCIATED WITH TRANSACTIONS OF DIGITAL CURRENCIES AND THEIR DERIVATIVES; (2) YOU SHALL ASSUME ALL RISKS RELATED TO THE USE OF VENICE SWAP SERVICES AND TRANSACTIONS OF DIGITAL CURRENCIES AND THEIR DERIVATIVES; AND (3) VENICE SWAP SHALL NOT BE LIABLE FOR ANY SUCH RISKS OR ADVERSE OUTCOMES.
By accessing, using or attempting to use Venice Swap Services in any capacity, you acknowledge that you accept and agree to be bound by these Terms. If you do not agree, do not access Venice Swap or utilize Venice Swap services.
II. General Provisions
a. Contractual Relationship
These Terms constitute a legal agreement and create a binding contract between you and Venice Swap Operators.
b. Supplementary Terms
c. Changes to These Terms
Venice Swap reserves the right to change or modify these Terms in its discretion at any time. Venice Swap will notify such changes by updating the terms on its website () and modifying the [Last revised] date displayed on this page.。ANY AND ALL MODIFICATIONS OR CHANGES TO THESE TERMS WILL BECOME EFFECTIVE UPON PUBLICATION ON THE WEBSITE OR RELEASE TO USERS. THEREFORE, YOUR CONTINUED USE OF VENICE SWAP SERVICES IS DEEMED YOUR ACCEPTANCE OF THE MODIFIED AGREEMENT AND RULES. IF YOU DO NOT AGREE TO ANY CHANGES TO THESE TERMS, YOU MUST STOP USING VENICE SWAP SERVICES IMMEDIATELY. YOU ARE RECOMMENDED TO FREQUENTLY REVIEW THESE TERMS TO ENSURE YOUR UNDERSTANDING OF THE TERMS AND CONDITIONS THAT APPLY TO YOUR ACCESS TO AND USE OF VENICE SWAP SERVICES.
d. Prohibition of Use
BY ACCESSING AND USING VENICE SWAP SERVICES, YOU REPRESENT AND WARRANT THAT YOU HAVE NOT BEEN INCLUDED IN ANY TRADE EMBARGOES OR ECONOMIC SANCTIONS LIST (SUCH AS THE UNITED NATIONS SECURITY COUNCIL SANCTIONS LIST), THE LIST OF SPECIALLY DESIGNATED NATIONALS MAINTAINED BY OFAC (THE OFFICE OF FOREIGN ASSETS CONTROL OF THE U.S. DEPARTMENT OF THE TREASURY), OR THE DENIED PERSONS OR ENTITY LIST OF THE U.S. DEPARTMENT OF COMMERCE. VENICE SWAP RESERVES THE RIGHT TO CHOOSE MARKETS AND JURISDICTIONS TO CONDUCT BUSINESS, AND MAY RESTRICT OR REFUSE, IN ITS DISCRETION, THE PROVISION OF VENICE SWAP SERVICES IN CERTAIN COUNTRIES OR REGIONS.
As an important part of the Venice Swap Ecosystem, Venice Swap mainly serves as a global online platform for Digital Assets trading, and provides Users with a trading platform, financing services, technical services and other Digital Assets-related services. As further detailed in Article 3 below, Users must register and open an account with Venice Swap, and deposit Digital Assets into their account prior to trading. Users may, subject to the restrictions set forth in these Terms, apply for the withdrawal of Digital Assets.
Although Venice Swap has been committed to maintaining the accuracy of the information provided through Venice Swap Services, Venice Swap cannot and does not guarantee its accuracy, applicability, reliability, integrity, performance or appropriateness, nor shall Venice Swap be liable for any loss or damage that may be caused directly or indirectly by your use of these contents. The information about Venice Swap Services may change without notice, and the main purpose of providing such information is to help Users make independent decisions. Venice Swap does not provide investment or consulting advice of any kind, and is not responsible for the use or interpretation of information on Venice Swap or any other communication medium. All Users of Venice Swap Services must understand the risks involved in Digital Assets trading, and are recommended to exercise prudence and trade responsibly within their own capabilities.
Venice Swap centralized crypto exchange is published on the url https://trade.veniceswap.com.
Venice Swap UAB doesn’t own and manage the ERC20 tokens that when fully operational will be used in transactions related to distributed credits on its platform. These credits will derivate from staking, contest and referral activities and are not functional to the platform trading engine, but only to its promotion.
This token is called VENICE token. The company which owns and manages VENICE tokens is Venice Swap LLC, that has no company relationship with Venice Swap UAB. Venice Swap UAB doesn’t own any share of Venice Swap LLC and Venice Swap LLC doesn’t own any share of Venice Swap UAB.
Venice Swap UAB will not manage then the activities related to these credits (such as staking, contest, referral etc.), that will be also handled entirely by Venice Swap LLC.
Venice Swap UAB hadn’t and won’t use in any form any kind of funds derivated from the Initial Coin Offering of VENICE tokens, that is being managed directly by Venice Swap LLC through its web site on the url https://ico.veniceswap.com.
By registering to use a Venice Swap Account, you represent and warrant that (i) as an individual, you are at least 18 or are of legal age to form a binding contract under applicable laws; (ii) as an individual, legal person, or other organization, you have full legal capacity and sufficient authorizations to enter into these Terms; (iii) you have not been previously suspended or removed from using Venice Swap Services; (iv) you do not currently have a Venice Swap Account; (v) you are neither a United States user, a Malaysia user, a Singapore-based user, or an Ontario (Canada)-based user; nor are you acting on behalf of a United States user, a Malaysia user, a Singapore-based user, or an Ontario (Canada)-based user. If you act as an employee or agent of a legal entity, and enter into these Terms on their behalf, you represent and warrant that you have all the necessary rights and authorizations to bind such legal entity; (vi) your use of Venice Swap Services will not violate any and all laws and regulations applicable to you, including but not limited to regulations on anti-money laundering, anti-corruption, and counter-terrorist financing.
Please note that some products and services may not be available in certain jurisdictions or regions or to certain users. Venice Swap reserves the right to change, modify or impose additional restrictions at its discretion at any time.
Crypto Tokens. Privacy tokens (XMR, ZEC, DASH, XVG, XZC, KMD, ZEN, PIVX and GRS) will not be available to users of Australia with PayID associated with the Venice Swap accounts.
c. User Identity Verification
d. Account Usage Requirements
The Venice Swap Account can only be used by the account registrant. Venice Swap reserves the right to suspend, freeze or cancel the use of Venice Swap Accounts by persons other than account registrant. If you suspect or become aware of any unauthorized use of your username and password, you should notify Venice Swap immediately. Venice Swap assumes no liability for any loss or damage arising from the use of Venice Swap Account by you or any third party with or without your authorization.
e. Account Security
Venice Swap has been committed to maintaining the security of User entrusted funds, and has implemented industry standard protection for Venice Swap Services. However, the actions of individual Users may pose risks. You shall agree to treat your access credentials (such as username and password) as confidential information, and not to disclose such information to any third party. You also agree to be solely responsible for taking the necessary security measures to protect your Venice Swap Account and personal information.
You should be solely responsible for keeping safe of your Venice Swap Account and password, and be responsible for all the transactions under your Venice Swap Account. Venice Swap assumes no liability for any loss or consequences caused by authorized or unauthorized use of your account credentials, including but not limited to information disclosure, information release, consent or submission of various rules and agreements by clicking on the website, online agreement renewal, etc.
By creating a Venice Swap Account, you hereby agree that:
i. you will notify Venice Swap immediately if you are aware of any unauthorized use of your Venice Swap Account and password or any other violation of security rules;
ii. you will strictly abide by all mechanisms or procedures of Venice Swap regarding security, authentication, trading, charging, and withdrawal; and
iii. you will take appropriate steps to logout from Venice Swap at the end of each visit.
f. Personal Data
i. your transaction counterparty;
ii. Venice Swap Operators, and the shareholders, partners, investors, directors, supervisors, senior managers and employees of such entities;
iii. our joint ventures, alliance partners and business partners;
iv. our agents, contractors, suppliers, third-party service providers and professional advisers, including the parties who have been contracted to provide us with administrative, financial, research, operations, IT and other services, in such areas as telecommunications, information technology, payroll, information processing, training, market research, storage and archival;
v. third-party business partners who provide goods and services or sponsor contests or other promotional activities, whether or not in cooperation with us;
vi. insurance companies or insurance investigators and credit providers;
vii. credit bureaus, or any debt collection agencies or dispute resolution centers in the event of violation or dispute;
viii. business partners, investors, trustees or assignees (actual or expected) that promote business asset transactions (which can be broadened to include any merger, acquisition or asset sale) of Venice Swap Operators;
ix. professional consultants such as auditors and lawyers;
x. relevant government regulatory agencies or law enforcement agencies to comply with laws or regulations formulated by government authorities;
xi. assignees of our rights and obligations;
xii. banks, credit card companies and their respective service providers;
xiii. persons with your consent as determined by you or the applicable contract.
III. Venice Swap Services
Upon completion of the registration and identity verification for your Venice Swap Account, you may use various Venice Swap Services, including but not limited to, Crypto-to-crypto Trading, Fiat Trading, contract trading, leveraged trading, Venice Swap Savings services, staking, acquiring market-related data, research and other information released by Venice Swap, participating in User activities held by Venice Swap, etc., in accordance with the provisions of these Terms (including Venice Swap Platform Rules and other individual agreements). Venice Swap has the right to:
Provided that you constantly comply with the express terms and conditions stated in these Terms, Venice Swap grants you a revocable, limited, royalty-free, non-exclusive, non-transferable, and non-sublicensable license to access and use Venice Swap Services through your computer or Internet compatible devices for your personal/internal purposes. You are prohibited to use Venice Swap Services for resale or commercial purposes, including transactions on behalf of other persons or entities. All the above actions are expressly prohibited and constitute a material violation of these Terms. The content layout, format, function and access rights regarding Venice Swap Services should be stipulated in the discretion of Venice Swap. Venice Swap reserves all rights not expressly granted in these Terms. Therefore, you are hereby prohibited from using Venice Swap Services in any way not expressly authorized by these Terms.
These Terms only grant a limited license to access and use Venice Swap Services. Therefore, you hereby agree that when you use Venice Swap Services, Venice Swap does not transfer Venice Swap Services or the ownership or intellectual property rights of any Venice Swap intellectual property to you or anyone else. All the text, graphics, user interfaces, visual interface, photos, sounds, process flow diagrams, computer code (including html code), programs, software, products, information and documents, as well as the design, structure, selection, coordination, expression, look and feel, and layout of any content included in the services or provided through Venice Swap Services, are exclusively owned, controlled and/or licensed by Venice Swap Operators or its members, parent companies, licensors or affiliates.
Venice Swap owns any feedback, suggestions, ideas, or other information or materials (hereinafter collectively referred to as “Feedback”) about Venice Swap or Venice Swap Services that you provide through email, Venice Swap Services, or other ways. You hereby transfer all rights, ownership and interests of the Feedback and all related intellectual property rights to Venice Swap. You have no right and hereby waive any request for acknowledgment or compensation based on any Feedback, or any modifications based on any Feedback.
When you use Venice Swap Services, you agree and undertake to comply with the following provisions:
i. During the use of Venice Swap Services, all activities you carry out should comply with the requirements of applicable laws and regulations, these Terms, and various guidelines of Venice Swap;
ii. Your use of Venice Swap Services should not violate public interests, public morals, or the legitimate interests of others, including any actions that would interfere with, disrupt, negatively affect, or prohibit other Users from using Venice Swap Services;
iii. You agree not to use the services for market manipulation (such as pump and dump schemes, wash trading, self-trading, front running, quote stuffing, and spoofing or layering, regardless of whether prohibited by law);
iv. Without written consent from Venice Swap, the following commercial uses of Venice Swap data are prohibited:
1) Trading services that make use of Venice Swap quotes or market bulletin board information.
2) Data feeding or streaming services that make use of any market data of Venice Swap.
3) Any other websites/apps/services that charge for or otherwise profit from (including through advertising or referral fees) market data obtained from Venice Swap.
v. Without prior written consent from Venice Swap, you may not modify, replicate, duplicate, copy, download, store, further transmit, disseminate, transfer, disassemble, broadcast, publish, remove or alter any copyright statement or label, or license, sub-license, sell, mirror, design, rent, lease, private label, grant security interests in the properties or any part of the properties, or create their derivative works or otherwise take advantage of any part of the properties.
vi. You may not (i) use any deep linking, web crawlers, bots, spiders or other automatic devices, programs, scripts, algorithms or methods, or any similar or equivalent manual processes to access, obtain, copy or monitor any part of the properties, or replicate or bypass the navigational structure or presentation of Venice Swap Services in any way, in order to obtain or attempt to obtain any materials, documents or information in any manner not purposely provided through Venice Swap Services; (ii) attempt to access any part or function of the properties without authorization, or connect to Venice Swap Services or any Venice Swap servers or any other systems or networks of any Venice Swap Services provided through the services by hacking, password mining or any other unlawful or prohibited means; (iii) probe, scan or test the vulnerabilities of Venice Swap Services or any network connected to the properties, or violate any security or authentication measures on Venice Swap Services or any network connected to Venice Swap Services; (iv) reverse look-up, track or seek to track any information of any other Users or visitors of Venice Swap Services; (v) take any actions that imposes an unreasonable or disproportionately large load on the infrastructure of systems or networks of Venice Swap Services or Venice Swap, or the infrastructure of any systems or networks connected to Venice Swap services; (vi) use any devices, software or routine programs to interfere with the normal operation of Venice Swap Services or any transactions on Venice Swap Services, or any other person’s use of Venice Swap Services; (vii) forge headers, impersonate, or otherwise manipulate identification, to disguise your identity or the origin of any messages or transmissions you send to Venice Swap, or (viii) use Venice Swap Services in an illegal way.
By accessing Venice Swap Services, you agree that Venice Swap has the right to investigate any violation of these Terms, unilaterally determine whether you have violated these Terms, and take actions under relevant regulations without your consent or prior notice. Examples of such actions include, but are not limited to:
2. Crypto-to-crypto Trading
Upon completion of the registration and identity verification for your Venice Swap Account, you may conduct Crypto-to-crypto Trading on Venice Swap in accordance with the provisions of these Terms and Venice Swap Platform Rules.
Upon sending an instruction of using Venice Swap Services for Crypto-to-crypto Trading (an “Order”), your account will be immediately updated to reflect the open Orders, and your Orders will be included in Venice Swap’s order book to match other users’ Orders. If one of your Orders fully or partially matches another user’s Order, Venice Swap will execute an exchange (a “Transaction”). Once the Transaction is executed, your account will be updated to reflect that the Order has been fully executed and closed, or the Order has been partially executed. The Order will remain uncompleted until it is fully executed or cancelled under paragraph (b) below. To conclude a Transaction, you authorize Venice Swap to temporarily control the Digital Currencies involved in your Transaction.
For Orders initiated through Venice Swap Services, you may only cancel them before they have been matched with other Users’ Orders. Once your Order has been matched with another user’s Order, you may not change, revoke or cancel Venice Swap’s authorization to complete the Order. For any partially matched Order, you may cancel the unmatched part of the Order unless such portion has been matched. Venice Swap reserves the right to reject any cancellation request related to the Order you have submitted. If your account does not have sufficient amount of Digital Currencies to execute an Order, Venice Swap may cancel the entire Order, or execute part of the Order with the amount of Digital Currencies you have in your account (in each case, any Transaction related fees payable to Venice Swap are deducted as stated in paragraph (c) below).
You agree to pay Venice Swap the fees specified in www.veniceswap.com/.Venice Swap may, in its discretion, update the fees at any time. Any updated fees will apply to any sales or other Transactions that occur following the effective date of the updated fees. You authorize Venice Swap to deduct from your account any applicable fees that you owe under these Terms.
d. Other Types of Crypto-to-crypto Trading
In addition to the Crypto-to-crypto Trading that allows users to directly place orders as mentioned in paragraph (a) above, Venice Swap may, in its discretion, provide technical and platform services for other types of Crypto-to-crypto Trading under its separately formulated Venice Swap Platform Rules, such as One Cancels the Other (OCO) and block trade.
Unless otherwise specified by Venice Swap, prior to conducting Margins Trading, you must open a special Collateral Account and/or complete other related procedures, following the completion of registration and identity verification for your Venice Swap Account.
a. Risks of Margins Trading
Margins Trading is highly risky. As a leveraged trader, you acknowledge and agree that you access and use Margins Trading and borrowing services at your own risk, which include but are not limited to:
i. The liquidity, market depth and dynamics of the trading market fluctuate violently and change rapidly. The use of leverage may work to your advantage or disadvantage, which may result in major gains or losses as the case may be.
ii. You are not eligible to receive forked currencies split from any blockchain assets in your Collateral Account, even if you have not engaged in any Margins Trading or borrowing at all.
iii. Loans carry risk, and the value of your blockchain assets may decline. If the value of your assets drops to a certain level, you are responsible for dealing with these market circumstances.
iv. In some market situations, you may find it difficult or impossible to liquidate a position. This may occur, for example, as a result of insufficient market liquidity or technical issues on Venice Swap.
v. Placing contingent Orders does not necessarily limit your losses to the expected amount, as market conditions may prevent you from executing such orders.
vi. Margins Trading does not have guaranteed measures against losses. As a borrower, you may suffer losses that exceed the amount you deposited into your Collateral Account.
b. To start Margins Trading:
i. You represent and warrant that you are neither from the U.S. nor on any list of trade embargoes or economic sanctions, such as the Specially Designated National by OFAC (The Office of Foreign Assets Control of the U.S. Department of the Treasury).
ii. You should fully understand the risks associated with Margins Trading and Lending, and be fully responsible for any trading and non-trading activities under your Venice Swap Account and Collateral Account. You should not engage in Transactions or invest in funds that are beyond your financial capacities;
iii. You are fully responsible for knowing the true status of any position, even if Venice Swap may present it incorrectly at any time;
iv. You agree to keep enough Digital Assets in your Collateral Account, as required by Venice Swap for Users’ engagement in Margins Trading, and promptly repay your loan in full. Failure to keep enough assets or to timely repay the outstanding loan may result in forced liquidation of the assets in your Collateral Account;
v. Even if with the ability to forcefully liquidate any position, Venice Swap cannot guarantee to stop losses. If your assets are insufficient to repay the outstanding loan after the liquidation of your position, you are still liable for any further shortfall of assets;
vi. Venice Swap may take measures, in its discretion and on your behalf, to reduce your potential losses, including but not limited to, transferring assets from your Collateral Account into your Venice Swap Account and/or vice versa;
vii. During Venice Swap system maintenance, you agree to be fully responsible for managing your Collateral Account under risks, including but not limited to, closing positions and repaying your loan.
viii. You agree to conduct all Transactions, Margins Trading and/or borrowing on your own, and be fully responsible for your activities. Venice Swap assumes no liability for any loss or damage caused by your use of any Venice Swap services or your unawareness of the risks associated with the use of Digital Assets or with your use of Venice Swap Services.
Unless otherwise provided by Venice Swap, to borrow currencies, you must conclude with Venice Swap a separate Lending Services User Agreement and open a special Collateral Account and/or finish other relevant procedures, following the completion of registration and identity verification for your Venice Swap Account. You understand and agree that:
a. There are considerable risks involved in Lending Services, which include without limitation to risks of fluctuation of the borrowed Digital Assets’ value, derivative risks and technical risks. You shall carefully consider and exercise clear judgment to evaluate your financial situation and the aforesaid risks to make any decision on using Lending Services, and you shall be responsible for all losses arising therefrom;
b. you shall cooperate to provide the information and materials related to identity verification and Lending Services as required by Venice Swap, and be solely responsible for taking necessary security measures to protect the security of your Collateral Account and personal information;
c. you shall carefully read relevant Venice Swap Platform Rules before using Lending Services, and be aware of, understand and observe the specific information and rules regarding the operations of Lending Services, and you undertake that the use of the assets borrowed shall conform to requirements of these Terms and related laws and regulations;
d. Venice Swap has the full right to manage your Collateral Account and collateral during the period in which Lending Services are offered, and reserves the right, under the circumstances specified in the Lending Services User Agreement or these Terms, to implement various risk control measures, which include but are not limited to forced liquidation. Such steps may cause major losses to you and you shall be solely responsible for the outcomes of such measures;
e. Venice Swap has the right to temporarily or permanently prohibit you from using Lending Services when it deems it necessary or reasonable, and to the maximum extent permitted by law, without liability of any kind to you.
Venice Swap offers Venice Swap Savings, a service to provide Users with value-added services for their idle Digital Assets. To use Venice Swap Savings service, you must conclude with Venice Swap a separate Venice Swap Savings Service User Agreement ( https://veniceswap.com/tos-savings-service-agreement) and open a special Venice Swap Savings service account, following the completion of registration and identity verification for your Venice Swap Account. When using Venice Swap Savings service, you should note that:
a. Venice Swap Savings assets will be used in cryptocurrency leveraged borrowing and other businesses.
b. When you use Venice Swap Savings service, you will unconditionally authorize Venice Swap to distribute and grant the leveraged interest according to Venice Swap Platform Rules.
c. You shall abide by relevant laws and regulations to ensure that the sources of Digital Assets are legitimate and compliant when using Venice Swap Savings service.
d. When you use Venice Swap Savings service, you should fully recognize the risks of investing in Digital Assets and operate cautiously.
e. You agree that all investment operations conducted on Venice Swap represent your true investment intentions and that unconditionally accept the potential risks and benefits of your investment decisions.
f. Venice Swap reserves the right to suspend or terminate Venice Swap Savings service. If necessary, Venice Swap can suspend and terminate Venice Swap Savings service at any time.
g. Due to network delay, computer system failures and other force majeure, which may lead to delay, suspension, termination or deviation of execution of Venice Swap Savings service, Venice Swap will use reasonable effort to ensure but not promise that Venice Swap Savings service execution system runs stably and effectively. Venice Swap does not take any responsibility if the final execution fails to match your expectations due to the above factors.
Venice Swap will from time to time launch Staking Programs for specific types of Digital Currencies to reward, as per certain rules, users who hold such Digital Currencies in their Venice Swap Accounts. When participating in Staking Programs, you should note that:
a. Unless otherwise stipulated by Venice Swap, Staking Programs are free of charge and Users may trade during the staking period;
b. Venice Swap does not guarantee Users’ proceeds under any Staking Program;
c. Venice Swap has the right to initiate or terminate Staking Program for any Digital Currencies or modify rules on such programs in its sole discretion;
d. Users shall ensure that sources of the Digital Currencies they hold in Venice Swap Accounts are legal and compliant and undertake to observe related laws and regulations. Otherwise, Venice Swap has the right to take necessary steps in accordance with these Terms or Venice Swap Platform Rules, including, without limitation, freezing Venice Swap Accounts or deducting the Digital Currencies awarded to Users who violate the rules of respective Staking Programs.
a. VeniceSwap.com launched Venice Swap POS service for VeniceSwap.com users to gain proceeds through idle cryptocurrency assets.
b. Venice Swap POS assets will be used in cryptocurrency staking to gain proceeds and other businesses.
c. When you use Venice Swap POS service, you will unconditionally authorize VeniceSwap.com to distribute the staking interest according to the rules of the platform.
d. You shall abide by the relevant laws of the State to ensure that the sources of assets are legitimate and compliant when using Venice Swap POS service.
e. When you use Venice Swap POS service, you should fully recognize the risks of investment in cryptocurrency and operate cautiously.
f. You agree that all investment operations conducted on VeniceSwap.com represent your true investment intentions and that unconditionally accept the potential risks and benefits of your investment decisions.
g. VeniceSwap.com reserves the right to suspend or terminate Venice Swap POS service. If necessary, VeniceSwap.com can suspend and terminate Venice Swap POS service at any time.
h. Due to network delay, computer system failures and other force majeure, which may lead to delay, suspension or deviation of Venice Swap POS service execution, VeniceSwap.com will use commercially reasonable effort to ensure but not promise that Venice Swap POS service execution system run stably and effectively. VeniceSwap.com does not take any responsibility if the final execution doesn’t match your expectations due to the above factors.
TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, VENICE SWAP SERVICES, VENICE SWAP MATERIALS AND ANY PRODUCT, SERVICE OR OTHER ITEM PROVIDED BY OR ON BEHALF OF VENICE SWAP ARE OFFERED ON AN “AS IS” AND “AS AVAILABLE” BASIS, AND VENICE SWAP EXPRESSLY DISCLAIMS, AND YOU WAIVE, ANY AND ALL OTHER WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE OR NON-INFRINGEMENT OR WARRANTIES ARISING FROM COURSE OF PERFORMANCE, COURSE OF DEALING OR USAGE IN TRADE. WITHOUT LIMITING THE FOREGOING, VENICE SWAP DOES NOT REPRESENT OR WARRANT THAT THE SITE, VENICE SWAP SERVICES OR VENICE SWAP MATERIALS ARE ACCURATE, COMPLETE, RELIABLE, CURRENT, ERROR-FREE, OR FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. VENICE SWAP DOES NOT GUARANTEE THAT ANY ORDER WILL BE EXECUTED, ACCEPTED, RECORDED OR REMAIN OPEN. EXCEPT FOR THE EXPRESS STATEMENTS, AGREEMENTS AND RULES SET FORTH IN THESE TERMS, YOU HEREBY ACKNOWLEDGE AND AGREE THAT YOU HAVE NOT RELIED UPON ANY OTHER STATEMENT OR AGREEMENT, WHETHER WRITTEN OR ORAL, WITH RESPECT TO YOUR USE AND ACCESS OF VENICE SWAP SERVICES. WITHOUT LIMITING THE FOREGOING, YOU HEREBY UNDERSTAND AND AGREE THAT VENICE SWAP WILL NOT BE LIABLE FOR ANY LOSSES OR DAMAGES ARISING OUT OF OR RELATING TO: (A) ANY INACCURACY, DEFECT OR OMISSION OF DIGITAL ASSETS PRICE DATA, (B) ANY ERROR OR DELAY IN THE TRANSMISSION OF SUCH DATA, (C) INTERRUPTION IN ANY SUCH DATA, (D) REGULAR OR UNSCHEDULED MAINTENANCE CARRIED OUT BY VENICE SWAP AND SERVICE INTERRUPTION AND CHANGE RESULTING FROM SUCH MAINTENANCE, (E) ANY DAMAGES INCURRED BY OTHER USERS’ ACTIONS, OMISSIONS OR VIOLATION OF THESE TERMS, (F) ANY DAMAGE CAUSED BY ILLEGAL ACTIONS OF OTHER THIRD PARTIES OR ACTIONS WITHOUT AUTHORIZED BY VENICE SWAP; AND (G) OTHER EXEMPTIONS MENTIONED IN DISCLAIMERS AND PLATFORM RULES ISSUED BY VENICE SWAP.
THE DISCLAIMER OF IMPLIED WARRANTIES CONTAINED HEREIN MAY NOT APPLY IF AND TO THE EXTENT IT IS PROHIBITED BY APPLICABLE LAW OF THE JURISDICTION IN WHICH YOU RESIDE.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL VENICE SWAP, ITS AFFILIATES AND THEIR RESPECTIVE SHAREHOLDERS, MEMBERS, DIRECTORS, OFFICERS, EMPLOYEES, ATTORNEYS, AGENTS, REPRESENTATIVES, SUPPLIERS OR CONTRACTORS BE LIABLE FOR ANY INCIDENTAL, INDIRECT, SPECIAL, PUNITIVE, CONSEQUENTIAL OR SIMILAR DAMAGES OR LIABILITIES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF DATA, INFORMATION, REVENUE, PROFITS OR OTHER BUSINESSES OR FINANCIAL BENEFITS) ARISING OUT OF VENICE SWAP SERVICES, ANY PERFORMANCE OR NON-PERFORMANCE OF VENICE SWAP SERVICES, OR ANY OTHER PRODUCT, SERVICE OR OTHER ITEM PROVIDED BY OR ON BEHALF OF VENICE SWAP AND ITS AFFILIATES, WHETHER UNDER CONTRACT, STATUTE, STRICT LIABILITY OR OTHER THEORY EVEN IF VENICE SWAP HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES EXCEPT TO THE EXTENT OF A FINAL JUDICIAL DETERMINATION THAT SUCH DAMAGES WERE A RESULT OF VENICE SWAP’S GROSS NEGLIGENCE, FRAUD, WILLFUL MISCONDUCT OR INTENTIONAL VIOLATION OF LAW. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION MAY NOT APPLY TO YOU.
NOTWITHSTANDING THE FOREGOING, IN NO EVENT WILL THE LIABILITY OF VENICE SWAP, ITS AFFILIATES AND THEIR RESPECTIVE SHAREHOLDERS, MEMBERS, DIRECTORS, OFFICERS, EMPLOYEES, ATTORNEYS, AGENTS, REPRESENTATIVES, SUPPLIERS OR CONTRACTORS ARISING OUT OF SERVICES OFFERED BY OR ON BEHALF OF VENICE SWAP AND ITS AFFILIATES, ANY PERFORMANCE OR NON-PERFORMANCE OF VENICE SWAP SERVICES, OR ANY OTHER PRODUCT, SERVICE OR OTHER ITEM, WHETHER UNDER CONTRACT, STATUTE, STRICT LIABILITY OR OTHER THEORY, EXCEED THE AMOUNT OF THE FEES PAID BY YOU TO VENICE SWAP UNDER THESE TERMS IN THE TWELVE-MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM FOR LIABILITY.
You agree to indemnify and hold harmless Venice Swap Operators, their affiliates, contractors, licensors, and their respective directors, officers, employees and agents from and against any claims, actions, proceedings, investigations, demands, suits, costs, expenses and damages (including attorneys’ fees, fines or penalties imposed by any regulatory authority) arising out of or related to (i) your use of, or conduct in connection with, Venice Swap Services, (ii) your breach or our enforcement of these Terms, or (iii) your violation of any applicable law, regulation, or rights of any third party during your use of Venice Swap Services. If you are obligated to indemnify Venice Swap Operators, their affiliates, contractors, licensors, and their respective directors, officers, employees or agents pursuant to these Terms, Venice Swap will have the right, in its sole discretion, to control any action or proceeding and to determine whether Venice Swap wishes to settle, and if so, on what terms.
Please be aware that all official announcements, news, promotions, competitions and airdrops will be listed on https://www.veniceswap.com/announcement. USERS UNDERTAKE TO REFER TO THESE MATERIALS REGULARLY AND PROMPTLY. VENICE SWAP WILL NOT BE HELD LIABLE OR RESPONSIBLE IN ANY MANNER OF COMPENSATION SHOULD USERS INCUR PERSONAL LOSSES ARISING FROM IGNORANCE OR NEGLIGENCE OF THE ANNOUNCEMENTS.
VI. Termination of Agreement
In case of any of the following events, Venice Swap shall have the right to directly terminate these Terms by cancelling your Venice Swap Account, and shall enjoy the right but not the obligation to permanently freeze (cancel) the authorizations of your Venice Swap Account on Venice Swap and withdraw the corresponding Venice Swap Account thereof:
Should your Venice Swap Account be terminated, the account and transactional information that meet data retention standards will be securely stored for 5 years. In addition, if a transaction is unfinished during the account termination process, Venice Swap shall have the right to notify your counterparty of the situation at that time. You acknowledge that a user-initiated account exit (right to erasure under GDPR or other equivalent regulations) will also be subjected to the termination protocol stated above.
If Venice Swap is informed that any Digital Assets or funds held in your Venice Swap Account are stolen or otherwise are not lawfully possessed by you, Venice Swap may, but has no obligation to, place an administrative hold on the affected funds and your Venice Swap Account. If Venice Swap does lay down an administrative hold on some or all of your funds or Venice Swap Account, Venice Swap may continue such hold until such time as the dispute has been resolved and evidence of the resolution acceptable to Venice Swap has been provided to Venice Swap in a form acceptable to Venice Swap. Venice Swap will not involve itself in any such dispute or the resolution of the dispute. You agree that Venice Swap will have no liability or responsibility for any such hold, or for your inability to withdraw Digital Assets or funds or execute trades during the period of any such hold.
Except as set forth in paragraph 4 below, once a Venice Swap Account is closed/withdrawn, all remaining account balance (which includes charges and liabilities owed to Venice Swap) will be payable immediately to Venice Swap. Upon payment of all outstanding charges to Venice Swap (if any), Users will have 5 business days to withdraw all Digital Assets or funds from the account.
Venice Swap maintains full custody of the Digital Assets, funds and User data/information which may be turned over to governmental authorities in the event of Venice Swap Accounts’ suspension/closure arising from fraud investigations, investigations of violation of law or violation of these Terms.
VII. No Financial Advice
Venice Swap is not your broker, intermediary, agent, or advisor and has no fiduciary relationship or obligation to you in connection with any trades or other decisions or activities effected by you using Venice Swap Services. No communication or information provided to you by Venice Swap is intended as, or shall be considered or construed as, investment advice, financial advice, trading advice, or any other sort of advice. Unless otherwise specified in these Terms, all trades are executed automatically, based on the parameters of your order instructions and in accordance with posted trade execution procedures, and you are solely responsible for determining whether any investment, investment strategy or related transaction is appropriate for you according to your personal investment objectives, financial circumstances and risk tolerance, and you shall be solely responsible for any loss or liability therefrom. You should consult legal or tax professionals regarding your specific situation. Venice Swap does not recommend that any Digital Asset should be bought, earned, sold, or held by you. Before making the decision to buy, sell or hold any Digital Asset, you should conduct your own due diligence and consult your financial advisors prior to making any investment decision. Venice Swap will not be held responsible for the decisions you make to buy, sell, or hold Digital Asset based on the information provided by Venice Swap.
VIII. Compliance with Local Laws
It is Users’ responsibility to abide by local laws in relation to the legal usage of Venice Swap Services in their local jurisdiction as well as other laws and regulations applicable to Users. Users must also factor, to the extent of their local laws all aspects of taxation, the withholding, collection, reporting and remittance to their appropriate tax authorities.ALL USERS OF VENICE SWAP SERVICES ACKNOWLEDGE AND DECLARE THAT THEIR FUNDS COME FROM LEGITIMATE SOURCES AND DO NOT ORIGINATE FROM ILLEGAL ACTIVITIES; USERS AGREE THAT VENICE SWAP WILL REQUIRE THEM TO PROVIDE OR OTHERWISE COLLECT THE NECESSARY INFORMATION AND MATERIALS AS PER RELEVANT LAWS OR GOVERNMENT ORDERS TO VERIFY THE LEGALITY OF THE SOURCES AND USE OF THEIR FUNDS. Venice Swap maintains a stance of cooperation with law enforcement authorities globally and will not hesitate to seize, freeze, terminate Users’ accounts and funds which are flagged out or investigated by legal mandate.
X. Resolving Disputes: Forum, Arbitration, Class Action Waiver
PLEASE READ THIS SECTION CAREFULLY, AS IT INVOLVES A WAIVER OF CERTAIN RIGHTS TO BRING LEGAL PROCEEDINGS, INCLUDING AS A CLASS ACTION.
In the event the dispute cannot be resolved satisfactorily, and you wish to assert a legal claim against Venice Swap, then you agree to set forth the basis of such claim in writing in a “Notice of Claim,” as a form of prior notice to Venice Swap. The Notice of Claim must (1) describe the nature and basis of the claim or dispute, (2) set forth the specific relief sought, (3) provide the original ticket number, and (4) include your Venice Swap account email. The Notice of Claim should be submitted to an email address or hyperlink provided in your correspondence with Venice Swap. After you have provided the Notice of Claim to Venice Swap, the dispute referenced in the Notice of Claim may be submitted by either Venice Swap or you to arbitration in accordance with paragraph 2 of this Section, below. For the avoidance of doubt, the submission of a dispute to Venice Swap for resolution internally and the delivery of a Notice of Claim to Venice Swap are prerequisites to commencement of an arbitration proceeding (or any other legal proceeding). During the arbitration, the amount of any settlement offer made by you or Venice Swap shall not be disclosed to the arbitrator.