Effective Date: 01 May 2023

1. INTRODUCTION

These Terms of Use and all policies and additional terms and conditions posted on and in our VeVe App (including our Privacy Policy at www.veve.me/ve-ve-app-privacy-policy) set out the terms on which we offer you access to and use of our Services. Please read our Privacy Policy to find out about how we collect, use and share your personal information.
By using our Services including downloading, accessing and using the VeVe App, you agree to these Terms of Use. You are not permitted to use our Services if you do not agree to these Terms of Use. You cannot access and use the Services on behalf of another natural or corporate person (e.g. a company).
We may change these Terms of Use at any time. We will publish the most recent version of the Terms of Use on the VeVe App. You are responsible for ensuring that you are familiar with the latest Terms of Use. If you keep using our Services after the changes, you will be deemed to have accepted the changes. If you don’t accept any changes, you must stop using our Services immediately and uninstall and delete the Application.
To the extent permitted by applicable law, any dispute between you and us is subject to a class action waiver and must be resolved by individual binding arbitration. Please read clauses 21.1 to 21.8 as it affects your rights under these Terms of Use.
We may change, suspend, discontinue access to the VeVe App or the Services generally without notice or liability.
Please note that:
1. in order to use certain Services and features of the VeVe App (including withdrawals under clause 13 and selling Collectibles on the Market) you will be required to pass our identification verification (KYC) process. This includes the requirement that the information you provided during Account registration matches the information in the valid government-issued ID that you provide during the identification verification process. If it does not, you may be restricted from accessing some or all of the Services. See clause 7 for further information;
2. you are only able to use the Gem withdrawal service if you live in an eligible country and otherwise meet all other requirements (see clause 13 (Gems and Gem withdrawals) for more information);
3. the VeVe App is a digital collectibles platform that is provided for you to experience the love of collecting. Collectibles on the VeVe app are not financial products and are not offered for investment purposes; and
4. the price of collectible assets can be volatile and subjective, and we cannot guarantee that any Collectibles purchased will retain any value, which may depend on a number of inherently subjective factors beyond our control, including the desirability of a particular Collectible.

2. DEFINITIONS

In these Terms of Use:
Account means your registered account to use the Services and includes your Showroom, your communications, your transactions and any Collectibles you purchase.
App Wallet means the in-VeVe App wallet used to store your Gems
Collectibles means licensed digital assets (whether collectible, comics or other digital assets) incorporating the Digital Property and minted as a Token, available to buy through the Store, and buy, sell and trade through Listings on the Market
Content means all content included in or made available through our Services by us, such as text, graphics, logos, button icons, images, audio clips, digital downloads, data compilations and Software, scripts, graphics, photos, sounds, music, videos, audio-visual combinations, communications, interactive features, augmented reality, virtual reality, works of authorship of any kind, and information or other materials that are generated, provided, or otherwise made available through our Services, but excludes User Content
Device means a desktop, a mobile device, a tablet or augmented reality device
Digital Property means digital images, stickers, figurines, collectibles or artworks based on or derived from a VeVe Licensor’s Intellectual Property Rights, authorized by the relevant VeVe Licensor
Feed means the feed section of the Licensee App in which Users can interact with each other by posting messages and sharing images.
Fees means the fees payable by you to us in respect of the VeVe App, as further set out on our fees page https://www.veve.me/veve-fees
Force Majeure means an event that is beyond the reasonable control of a party, excluding an event to the extent that it could have been reasonably avoided by a party taking reasonable steps or reasonable care or a lack of funds for any reason
Gems means the in-VeVe App currency purchased and used within the VeVe App to purchase and sell Collectibles from the Store or on the Market. One Gem represents one US dollar that we will hold on trust for the User on the relevant terms set out in these Terms of Use.
Intellectual Property Rights includes copyright and all rights anywhere in the world conferred under statute, common law or equity relating to inventions (including patents), registered and unregistered trademarks and designs, circuit layouts, data and databases, confidential information, know-how, and all other rights resulting from intellectual activity.
Intellectual Property has a consistent meaning, and includes any enhancement, modification or derivative work of the Intellectual Property
Listing means a listing on the VeVe App through which you offer to sell or trade a Collectible in the Market
Loss includes loss of profits, savings, revenue or data, and any other claim, damage, loss, liability and cost, including legal costs on a solicitor and own client basis
Market means the secondary market function on the VeVe App which permits Users to buy and sell Collectibles with other Users
Token or Non-Fungible Token means a unique digital certificate associated with a Collectible to identify the Collectible, which is securely stored by us and transferred on the blockchain. Each Token associated with a Collectible on the VeVe App contains a unique mint number
Objectionable includes being objectionable, defamatory, obscene, offensive, harassing, threatening, unlawful, spam, inaccurate, misleading, harmful, defamatory, libellous, discriminatory, sexual or pornographic or similar in any way
Personal Information means information about an identifiable, living person, and includes personal data, personally identifiable information and equivalent information under applicable privacy and data protection laws
Payout Provider means the third party provider of the Gem withdrawal service (as notified by us from time to time);
Price means the purchase price payable for a Collectible advertised via a Listing on the Market or via the Store
Sales Tax means sales tax, goods and services tax, value added tax or equivalent tax payable under any applicable law
Services means the provision of our VeVe App, Website, tools, infrastructure and other services provided by us from time to time
Showroom means a virtual showroom in the VeVe App which Users can display their Collectibles. VeVe Licensors may have exclusive Showrooms on the VeVe App, in which Users can display their Collectibles relating to that VeVe Licensor only
Software means the software owned by VeVe (and its licensors) that is used to provide the VeVe App
Store means the virtual storefront which operates as the primary market function on the VeVe App through which Users can purchased Collectibles directly from VeVe Terms of Use mean these terms of use
We, us, our or VeVe means Orbis Blockchain Technologies Limited, a company incorporated in New Zealand with company number 6545833
User means a user of our Services Underlying Systems means the Software, IT solutions, systems and networks (including software and hardware) used to provide the Services, including any third party solutions, systems and networks
User Content means content, data, and information (including personal information) that a User inputs, uploads, posts or otherwise displays in the App including in the Bio section of your VeVe profile and the Feed
VeVe App means the Website or VeVe mobile application (as applicable), on which Users can sell, re-sell, collect and view Collectibles and post User Content
VeVe Licensor means a person or entity that licenses us certain Intellectual Property Rights in Digital Property which is incorporated into Collectibles
Website means www.veve.me
You means you as an individual with an Account

3. ELECTRONIC COMMUNICATIONS

When you use our Services, or send emails, text messages, and other communications from your Device to us, or other Users, you may be communicating with us electronically. To the fullest extent permitted under applicable law, you consent to receive communications from us electronically (such as emails, SMS, mobile push notices, or notices and messages on our sites or through our Services) and you agree that all agreements, notices, disclosures, and other communications that we provide to you electronically satisfy any legal requirement that such communications be in writing.

4. THE APPLICATION

The VeVe App allows you to access the VeVe digital environment, Showroom, Feed, and the Store and Market for Collectibles. On the VeVe App you will be able to store, show, buy, sell or transfer Collectibles to and communicate with other Users of our Services.
You agree to use the VeVe App solely for personal consumptive and/or entertainment purposes, and will not use and rely on the Services for any other reason.
Our provision of the Services to you is non-exclusive. Nothing in these Terms of Use prevents us from providing the Services to any other person. Subject to the rest of these Terms of Use, we will use reasonable efforts to ensure that the VeVe App is available on a 24/7 basis. However, it is possible that on occasion, the VeVe App may be unavailable to permit maintenance or other development activity to take place, or due to Force Majeure.

5. USER ACCOUNT

To use our Services you will need to register an Account on the VeVe App. You agree that your selected username will not be Objectionable in any way. We can decline to make the VeVe App or the Services available to you without notice and for any reason, including on the basis of your selected username if we consider it to be Objectionable in our sole discretion.
You agree that you will provide accurate, complete and truthful information at all times that you are required to provide information (including when setting up an Account), and must promptly update that information as required so that the information remains true, current and complete.
You are responsible for maintaining the security of your Account and agree to accept responsibility for all activities that occur under your Account. You must not share your login information or other security related information with any other person, or allow any other person to access your Account. You warrant that all activities on your Account are your own. You agree that you are solely responsible for any activity on the VeVe App arising out of any failure to keep your login information or other security related information confidential and you may be held liable for any losses arising out of such a failure. You accept that we cannot and will not be liable for any loss or damage arising therefrom.
You understand that anyone accessing your Account will be able to enter into transactions using your Collectibles and, to the extent that you have credit card details saved into your Account, purchase Gems using your credit card details, and we have no obligation to verify or take any steps to verify any instructions from you or appearing to be sent by you. While we are under no obligation to do so, our customer support representatives may require that you provide appropriate forms of identification and evidence to identify who the representative is dealing with, verify information and/or to prove that we are dealing with the owner of the Account.
You may register and operate one account. Aside from this one account, you must not register or operate any other accounts including under different identities, personas, or aliases (whether they are false or not).
Your Account will be classified as dormant if it has been inactive for an uninterrupted period of 24 months. In the case of your Account becoming dormant, VeVe will notify you by email at least twice that your Account is dormant. If you do not respond or resume your Account activity within 6 months from the date we first notify you that your Account is dormant, your Account will be closed.
In order to use some or all of our Services (as we determine from time to time) you will be required to complete our identification verification (KYC) process. As part of this process you will be required to provide information that may include, without limitation: country of residence, residential address, government-issued ID, selfie, date of birth and/or source of funds/wealth. We may also at our discretion require you at a later time to reverify your identity or provide further KYC information in order to continue using the Services. If you are unable to provide and/or we are unable to verify any of the requested information, you may be prevented from accessing some or all of the Services. In addition, if the information you provide does not match the information you provided at Account registration, then you may be prevented from accessing some or all of the Services (on the basis that this is evidence that more than one person has operated the Account). We will not be liable for any loss or damage arising from your failure to comply with this clause. You authorise us to make inquiries, whether directly or through third parties, that we consider necessary to verify your identity or protect you and/or us against fraud, money laundering, terrorist financing or other financial crime, and to take any action we deem necessary based on the results of such inquiries.

6. ACCESS TO OUR SERVICES

When using our Services, you acknowledge, agree, warrant and undertake that:
1. you are a human being;
2. you are not accessing and using our Services on behalf of another person or entity;
3. if you have accessed and used our Services on behalf of another person or entity you will immediately stop accessing and using our Services on behalf of this person or body;
4. you have not and will not breach or circumvent any applicable law, regulations, government or third-party rights;
5. you will not trespass, or in any manner attempt to gain or gain access to any property or location where you do not have a right or permission to be, and will not otherwise engage in any activity that may result in injury, death, property damage, nuisance, or liability of any kind;
6. you will not use our Services if you are not at least 18 years of age (unless with our written approval), or are temporarily or indefinitely suspended from using our Services;
7. you are responsible for complying with trade regulations and both foreign and domestic laws
8. you are
  1. not a person with whom transactions are prohibited under economic or trade sanctions or embargo
  2. not designated on any list of prohibited or restricted parties, including but not limited to lists maintained by the United Nations Security Council, the U.S. Government (including without limitation, the U.S. Dept. of Treasury’s Specially Designated National List or Foreign Sanctions Evaders List or the U.S. Dept. of Commerce’s Entity List), the European Union or its Member States, or other applicable government authority,
  3. not located in any country or jurisdiction (a) which is sanctioned or embargoed (including to which the United States has embargoed goods, has designated as “terrorist supporting” or has otherwise applied any sanctions) or (b) in which the ownership of nonfungible tokens is prohibited or where it would be illegal under applicable law for you to access or use the Services. If we identify your IP address or address of residence as originating from any such prohibited or restricted country or if we have reason to believe that you are listed on any government list of prohibited or restricted parties, you will be prohibited from using the Services or accessing the VeVe App.
9. regulations may require us to collect more information or documentation from you and you will fully comply with all of our requests for more information or documentation from you and all information and documentation will be completely truthful, accurate and reliable;
10. you will not use our Services for commercial use (for example, business (whether paid or unpaid), advertising, or marketing purposes);
11. you will not attempt to undermine the security or integrity of our Services or interfere with or attempt to impair our Services or transmit software viruses, worms, other harmful files or other malware;
12. you will not use any device, software, routine or use the VeVe App in any way that interferes with any application, function, or use of the VeVe App, that is intended to damage, detrimentally interfere with, surreptitiously intercept, or expropriate any system, data, or communication, including but not limited to our security mechanisms of the VeVe App;
13. you will not post, upload or transfer User Content or communications that could be considered Objectionable on our Services;
14. you will not transfer or give access to your Account and login credentials to another party without our prior written permission;
15. you will not receive, transfer, buy, sell or trade any Collectible except through our Services;
16. you will not bypass, decipher, decompile, extract, copy, replicate, disassemble or reverse engineer any of the software used to provide our Services;
17. you will not use any manual process (such as keying-in), robot, spider, screen scraper, injection techniques, data aggregation tool or use any other device or automated process ("Scraping Process") to data mine, scrape, crawl, email harvest, aggregate, copy or extract any of our Services, processes, information, content, or data accessible through our Services;
18. you will not use any Scraping Process to aggregate or combine information, content or data contained within or accessible through this Website with information, content or data accessible via or sourced from any third party;
19. you will not use any automated tool, program, algorithm or methodology to create Accounts, participate in auctions, enter into transactions or access our Services in any other way;
20. you will not (alone or conjunction with any other person) use multiple Accounts contemporaneously on the same Device;
21. you will not use any information on or accessed through our Services for any commercial purpose or for profit or gain (for example, operation of a third party website or app which includes information on or accessed through our Services);
22. you will not impose an unreasonable or disproportionately large load on our VeVe App;
23. you will not harvest or otherwise collect information about Users of our Services without their consent;
24. you will not circumvent any technical measures used to provide our Services;
25. you will not infringe the Intellectual Property Rights that belong to or are licensed to VeVe. Some, but not all, actions that may constitute infringement are reproducing, performing, displaying, distributing, copying, reverse engineering, decompiling, disassembling, or preparing derivative works from Content that belongs to VeVe or any third party, using that Content to advertise, market or sell a product or service, or as a basis for a securities product; incorporating that Content in videos or other media; creating or selling merchandise that includes that Content; and using that Content for any commercial purpose;
26. you will not infringe any third party privacy rights or Intellectual Property Rights that belong to third parties affected by your use of our Services or post User Content that does not belong to you or to which you have no authority or rights;
27. you will not do anything on our Services that could be Objectionable to or could harm the reputation or Intellectual Property Rights of us or the VeVe Licensors;
28. you will not commercialize our Services or any information or software associated with our Services, except with our prior written permission;
29. you will not bid on domain names or terms in any search engine that mention VeVe or any of its derivatives and misspellings, VeVe with keywords such as but not limited to "VeVe coupons", "VeVe promos", "VeVe promotions";
30. you will not breach our privacy or confidentiality or the privacy or confidentiality of any User of our Services;
31. you will not create or register a security interest or encumbrance in or over any Collectible, Gems, Funds in our or the Trustee’s bank account, our agent's bank account or your User Content;
32. you will not create the impression of a false market for any Collectible on the Market;
33. you will not manipulate the market for any Collectible on the Market;
34. you will not use a Collectible or our Services to breach any law or government;
35. you will not use a Collectible or our Services to circumvent any law or government;
36. you will not hide your true identity from us;
37. your funds are not from any crime or illegal source;
38. you will not help another person, entity, contractual arrangement, algorithm or device to do anything prohibited in clause 6.1(a) to 6.1(ak) above;
39. you will not attempt to perform any of the matters in clause 6.1(a) to 6.1(al) above;
40. your access, use and continued access and use of our Services is conditional on you providing us and our authorized agents with any information you may be asked for us to comply with applicable law and you consent to our holding or disclosing of this information for our legal compliance; and
41. you will not authorise or instigate any third party to breach any of the undertakings above, whether on your behalf or otherwise.

We may suspend or close your Account or restrict your access to our Services, or to all or certain of your Collectibles and/or your Tokens (as we in our sole discretion determine is appropriate in the circumstances) if (a) you breach any clause in these Terms of Use, including to avoid doubt, the matters set out at clause 6.1 above, (b) new law or regulation relating to Tokens is proposed or enacted that impacts on the Services or impacts on your or our rights and obligations under Terms of Use and/or in relation to the Tokens and/or Collectibles (c) termination or withdrawal of rights by VeVe Licensors that affect rights in relation to Collectibles that were previously granted; and (d) conduct by you is a violation of law or regulation. We may also restrict your access to our Services while we investigate any circumstances or conduct which we consider suggests that you may have breached any clause in these Terms of Use or are in violation of law or regulation.
If we restrict your access to our Services, we may limit your access indefinitely to viewing Collectibles you already hold. In such case, you will not be able to use the Feed, the Market, buy, sell, or transfer Collectibles. We may also restrict your access to our Services for the exclusive purpose of enabling you to sell or transfer your existing Collectibles (that you have not acquired in a manner that is connected to a breach of these Terms of Use). Once you complete this process, your Account could be suspended or terminated indefinitely. We can restrict other users’ access to our Services and suspend or terminate other Accounts if we determine at our discretion that an arrangement has been put in place to circumvent our power to restrict a user’s access to our Services and suspend or terminate an Account.
In the event that you purchase any Collectibles through the VeVe App in a manner that is in breach of these Terms of Use (for example, the use of a bot, emulator or other tool described in clause 6.1(q)) (Illegitimate Collectibles), in addition to our other rights under these Terms of Use, we may confiscate the Illegitimate Collectibles from you and you will receive no compensation. If you have already sold or transferred the Illegitimate Collectibles to another User, we may deduct from your Account the equivalent value of Gems or confiscate from your Account the equivalent value of other Collectibles and you will receive no compensation. For such purpose, the equivalent value in circumstances where the Illegitimate Collectibles have been sold shall be based on the sale price of the Illegitimate Collectibles or the Market value of the Illegitimate Collectibles at the relevant time (whichever is the higher) or where the Illegitimate Collectibles were transferred, the Market value of the Illegitimate Collectibles at the relevant time.
In the event of Account closure, to the maximum extent permitted by law, you irrevocably agree to transfer to us without compensation legal and/or beneficial ownership (as the case may be) to any Funds (including Gems) and Collectibles held within the relevant Account at any time at our option without notice following such Account closure. You irrevocably appoint us as your lawful attorney to effect any such transfer including executing any documentation or taking any other steps that may be necessary to give effect to clause 6.4 or this clause 6.5.
You indemnify us against all Loss you suffer or incur as a direct or indirect result of:
1. any actual or alleged claim by a third party that any User Content infringes the rights of that third party (including Intellectual Property Rights and privacy rights) or that any User Content is Objectionable, incorrect or misleading;
2. your failure to comply with these Terms of Use, including any failure of a person who accesses and uses the Services by using your Account; or
3. any Loss arising from or in connection with an actual or alleged breach by you of any legal or regulatory requirements which occurs in connection with a contract between you and any other user or as a result of any other relationship established through the Services.
You acknowledge and agree that all the terms of these Terms of Use, including but not limited to clauses 6.2, 6.3, 6.4, 6.5, 6.6, 13.5, 14.5, 15.4, 18.2, 18.3 and 18.6 are fair and reasonable, taking into account the legitimate interests of VeVe and the VeVe ecosystem, and the relevant fundamental objectives of the VeVe App as agreed under clause 6.8.
The User acknowledges that the fundamental objectives of the VeVe App include but are not limited to:
1. facilitating primary purchasing and secondary trading of Collectibles through the Services in a safe, equitable, fair and reliable environment that is materially free, to the fullest extent possible, from hacking, botting and other activities deemed illegitimate pursuant to these Terms of Use;
2. ensuring each User has a fair opportunity to participate in primary purchasing and secondary trading of Collectibles; and
3. safeguarding the structural and operational integrity of the Services, including the Software, Underlying Systems, Digital Property and any other Intellectual Property.
Tax laws vary country by country. It is your responsibility to determine what taxes, if any, arise from your use of the Services. You are solely responsible for reporting and paying any applicable taxes arising from transactions using the Services, and acknowledge that we do not provide tax advice governing these transactions.

7. INTELLECTUAL PROPERTY

Our Intellectual Property

You agree that all right, title and interest (including all copyright, trade mark, service marks, and other Intellectual Property Rights of any kind, whether registered or unregistered) in our Services (whether present or future), and all Content is the property of Orbis Blockchain Technologies Limited, its licensors or their content suppliers (as applicable) and is protected by New Zealand, United States and international copyright and trademarks laws. Other than your User Content, we (and our licensors) own all proprietary and Intellectual Property Rights in the VeVe App, the Software and the Underlying Systems, including all information, data, text, graphics, artwork, photographs, trademarks, logos, sound recordings, videos and look and feel, and including any modification, enhancement or derivative work of any of the foregoing.
Subject to your compliance with these Terms of Use, we grant you a personal, non-commercial, non-exclusive, non-transferable, revocable, limited license (or sublicense, to the extent the Content was licensed to us) to download, view, display, and use the Content solely for your permitted use within our Services. You may not:
1. modify any Content;
2. use the Content to advertise or promote another product or service;
3. commercialize the Content, such as by incorporating it into another product or service; or
4. in any way attempt to obtain any intellectual property ownership rights in the Content.
"VEVE" and "VEVEVERSE" are all registered trademarks of Orbis Blockchain Technologies Limited or its licensors.

VeVe Licensors

AQUAMAN, ARROW, BATMAN, BATMAN & ROBIN, BATMAN BEGINS, BATMAN FOREVER, BATMAN RETURNS, THE DARK KNIGHT RISES, BATMAN: ARKHAM CITY, BATMAN: ARKHAM KNIGHT, BATMAN: ARKHAM ORIGINS, BATMAN V SUPERMAN: DAWN OF JUSTICE, BIRDS OF PREY, CYBORG, BLACK LIGHTNING, DC SUPER FRIENDS COLLECTION COMICS, DC SUPER HERO GIRLS, THE FLASH, GREEN LANTERN, INFINITE CRISIS, INJUSTICE 2, INJUSTICE: GODS AMONG US, JUSTICE LEAGUE ACTION, JUSTICE LEAGUE, SUPERGIRL, SUPERMAN, TEEN TITANS GO!, WONDER WOMAN, THE BATMAN, SUICIDE SQUAD, SUICIDE SQUAD 2 and all related characters and elements © & ™ DC Comics and Warner Bros. Entertainment Inc.
ADVENTURE TIME, POWERPUFF GIRLS, WE BARE BEARS, BEN 10 and all related characters and elements as well as all other Cartoon Network characters and related elements are trademarks of and © Cartoon Network.
JAMES BOND, 007 and related James Bond Indicia © 1962-20__ Danjaq, LLC and Metro-Goldwyn-Mayer Studios Inc.
JAMES BOND, 007 and related James Bond Trademarks are trademarks of Danjaq, LLC. All Rights Reserved.
MARVEL and all related characters and elements are trademarks of and © Marvel Brands LLC.
DISNEY and all related characters and elements are trademarks of and © DISNEY.
PIXAR and all related characters and elements are trademarks of and © Disney/Pixar.
STAR WARS and all related characters and elements are trademarks of and © Lucasfilm Ltd.

Collectibles

You acknowledge and agree that the Intellectual Property Rights in all Collectibles remain with the relevant VeVe Licensor. When you buy a Collectible using the Market or the Store:
1. You are buying the Token associated with the relevant Collectible through a transaction recording your ownership thereof on our nominated blockchain that includes a limited license to the Digital Property derived from the Intellectual Property Rights of the VeVe Licensor to the extent that, if you own the Token, you can access the Digital Property through the Token pursuant to these Terms of Use.
2. We grant you, for so long as you own that Collectible, a personal, non-commercial, non-exclusive, non-transferable (except as specifically provided in this clause), non-sublicensable, revocable, limited license to download, view, display, and use the Digital Property in that Collectible and its associated Content solely for your permitted use within the VeVe App, Showroom and Market, including reselling the Collectible on the Market in accordance with these Terms of Use and in accordance with the following terms and conditions:
  1. You agree that you will not, nor permit any third party to: (a) modify the Digital Property in any way; (b) use the Digital Property to advertise, market, or sell any third party product or service; (c) use the Digital Property in connection with images, videos, or other forms of media that depict hatred, intolerance, violence, cruelty, political matters, X-rated material, or anything else that could reasonably be found to constitute hate speech, infringe upon the rights of others, generally be considered untrue, defamatory, obscene, profane or indecent, or otherwise harm or be reasonably likely to harm VeVe’s (or any of VeVe Licensor’s) names, brands or reputation; (d) use the Digital Property in movies, videos, or any other forms of media, including without limitation the creation or minting of any new non-fungible tokens; (e) sell, distribute for commercial gain (including, without limitation, giving away in the hopes of eventual commercial gain), or otherwise commercialize merchandise that includes, contains, or consists of Digital Property; (f) attempt to trademark, copyright, or otherwise acquire any intellectual property rights in or to the Digital Property; or (g) otherwise utilize the Digital Property for your or any third party’s commercial benefit or personal gain (e.g. crowd-funding or similar activities).
  2. This limited license applies only to the extent that you continue to own the Token.
  3. You also agree to comply with all applicable law in using, selling, or transferring the Token and your use of the associated Digital Property.
  4. If at any time you sell, swap, donate, give away, transfer, or otherwise dispose of your Token for any reason through any means, your rights under this limited license will immediately be revoked and expire with respect to the Digital Property associated with this Token without the requirement of notice, and you will have no further rights in or to such Digital Property.
  5. Any violation of the terms of this limited license automatically voids the rights granted to you hereby.
  6. You acknowledge and agree that as between you and VeVe or the VeVe Licensors, VeVe or the VeVe Licensors own or control all legal right, title and interest in and to the Digital Property and all Intellectual Property Rights therein. The rights that you have in and to the Digital Property are limited to those described in this limited license. Except as specifically provided in this limited license, you will have no rights in or to the Digital Property.
  7. You also understand and agree that neither VeVe nor any of the VeVe Licensors are liable in case of any inability for you to access the Digital Property for any reason, including as a result of any downtime, failure, obsolescence, removal, termination or other disruption relating to the storage of or access to any Digital Property. VeVe may use or implement technical measures with respect to the security of the Digital Property and you will not take any action to interfere with, circumvent, disable or otherwise obstruct any such security-related features or other digital rights management functions associated with the Digital Property or reverse engineer or take any other action that may affect the technology associated therewith.
3. For the avoidance of doubt, your ownership, possession or control of a Token does not provide you any ownership, copyright, title or similar interest in any Digital Property.
4. Each VeVe Licensor is a third party beneficiary of these Terms of Use, and, upon your acceptance, every VeVe Licensor as a third party beneficiary thereof will have the right (and will be deemed to have accepted the right) to enforce these Terms of Use against you.
5. Your ownership of a Collectible does not include any rights to the Digital Property except as expressly provided in these Terms of Use.

When you sell a Collectible through the Market in accordance with these Terms of Use, the license of the Digital Property in the Collectible (set out in clause 7.12(b)) transfers to the new owner of that Collectible, and your license expires with immediate effect.
The VeVe Licensor’s underlying rights in the Digital Property will be unaffected when you complete a transaction in the Market or Store via the VeVe App or Website. Neither we nor the VeVe Licensor offer to sell or license (except as expressly set out in clause 8) the Intellectual Property Rights in the Digital Property or associated Content. You must notify us immediately if you become aware of any actual or potential breaches of Intellectual Property Rights relating to your Account.
You:
1. must not modify any Collectible (including, to avoid doubt, the Token or the Digital Property associated with the Collectible);
2. must not use any Collectible or associated Content to advertise, market or sell a product or service, or as a basis for a securities product;
3. agree not to remove, alter, or obscure any copyright, trademark, service mark, or other proprietary rights notices incorporated in or accompanying the Collectible.
You acknowledge that some VeVe Licensors may in certain circumstances have the right to require that Digital Property containing such VeVe Licensor’s Intellectual Property Rights be transferred to a different platform through which the relevant User will be able to continue to access and use the Digital Property. We may disclose the personal information of any impacted Users to any such VeVe Licensor and any such VeVe Licensor may contact impacted Users for the purpose of enabling the ongoing access and use of the Digital Property.
We may at our discretion offer a loyalty program which gives you certain benefits or rewards if you meet certain criteria. The criteria and other terms of any such loyalty program will be published separately and may be modified by us from time to time. Any benefits or rewards you may receive have no cash value and are non-transferable. Benefits and rewards cannot be exchanged or returned for another product or service, or a monetary refund.
We may at our discretion provide you with the ability to “craft” certain Collectibles. Crafting activities will vary but by way of example may include that if you collect certain Collectibles and choose to craft them, you will receive a new Collectible in the place of an existing Collectible which is burnt and no longer exists. The criteria for and outcome of each individual crafting exercise will be notified to you in conjunction with the crafting activity being made available in the VeVe App. Please ensure you read and understand this information before completing the crafting as the outcome may include permanent changes to your Collectibles such as one or more of your Collectibles (including the Token) being burnt and no longer existing.

User Content

Title to, and all Intellectual Property Rights in, the User Content (as between the parties) remains your property. By making any User Content available through our Services you grant to us a non-exclusive, fully paid up, transferable, sub-licensable, worldwide, irrevocable, royalty-free, perpetual license, to use, store, copy, modify, create derivative works based upon, publicly display, publicly perform, market, promote and distribute your User Content for any purpose in connection with operating and providing our Services and Content to you and to others. By accepting these Terms of Use, you allow us to benefit freely from the above rights, including but not limited to:
1. the right to reproduce User Content by any means and in any form;
2. the right to publicly or privately broadcast or make available the User Content (or any product incorporating the User Content), free of charge in all places by any means or process known or unknown at the present time, and in particular via Internet, pay per view, pay per play, visual and audio, theatrical or television broadcasting, DVD or Blu-ray, and print;
3. the right to use the User Content for demonstration, promotion and advertising for all our Services; and
4. the right to produce or order the production of any new product or service from the User Content or from any product incorporating or exploiting the User Content, either reproduced as it stands or modified by us or by any outside party of its choice.
To the extent that you create any User Content on our sites or our Services (for example by uploading a display picture, wall posts or through interactions with other users), you grant us a non-exclusive, worldwide, transferable, royalty-free, irrevocable and sublicensable license to exercise all Intellectual Property Rights you have in that User Content including host, use, distribute, modify, run, copy, publicly perform or display, translate and create derivative works of your User Content. To the fullest extent permitted under applicable law, you waive your right to enforce your Intellectual Property Rights in that User Content against us, our assignees, our sublicensees, and their assignees in connection with our, those assignees', and those sublicensees' use of that User Content in connection with our provision, expansion, and promotion of our Services.
Without limiting clauses 7.17 and 7.18, you acknowledge that we may use User Content for our internal research, analytical and product development purposes, to conduct statistical analysis and identify trends and insights (on an anonymized and aggregated basis) and for our internal reporting requirements (and these rights will survive termination and expiration of these Terms of Use).
You represent and warrant that, for all such User Content you provide, you own or otherwise control all necessary rights to do so and to meet your obligations under these Terms of Use. You represent and warrant that such User Content is accurate. You represent and warrant that use of any such User Content (including derivative works) by us, our users, or others in contract with us, and in compliance with these Terms of Use, does not and will not infringe any law or regulation or any Intellectual Property Rights of any third party. We take no responsibility and assume no liability for any content provided by you or any third party. To the extent permitted by law, you also agree and undertake that you will not exercise your moral rights (or equivalent rights under applicable laws), such as your right to be identified as the author of any of the User Content, against us or any third party designated by us.
You must ensure you have obtained all necessary consents for us to access, collect, hold, process and distribute the User Content as described in these Terms of Use.

DMCA Notice and Procedure for Copyright Infringement Claims

As we ask others to respect our intellectual property rights, we respect the intellectual property rights of others. We, in appropriate circumstances, may remove from the Services information that might infringe the intellectual property rights of others.
1. Procedure for Reporting Copyright Infringements
  If you believe your work has been used or copied in a way that constitutes copyright infringement and such infringement is occurring on the VeVe Services, you may submit a notification pursuant to the Digital Millennium Copyright Act ("DMCA") by providing our Designated Agent with the following information in writing (see 17 U.S.C 512(c)(3) for further detail):
  - An electronic or physical signature of the person authorized to act on behalf of the owner of the copyright's interest;
  - A description of the copyrighted work that you claim has been infringed, including the URL (i.e., web page address) of the location where the copyrighted work exists or a copy of the copyrighted work;
  - Identification of the URL or other specific location on the VeVe Services where the material that you claim is infringing is located; your address, telephone number, and E-mail address;
  - A statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law; and
  - A statement by you, made under penalty of perjury, that the above information in your notice is accurate and that you are the copyright owner or authorized to act on the copyright owner's behalf.
  You acknowledge that if you fail to comply with all of the requirements of this section, your DMCA notice may not be valid and we will have no obligation to respond or acknowledge receipt of your notice. Please note that you will be liable for damages (including costs and attorneys' fees) if you misrepresent or make bad faith claims that any material on the VeVe Services infringes your copyrights. You can contact our Designated Agent via e-mail at vevelegal@veve.me.
  
  THE DESIGNATED AGENT SHOULD BE CONTACTED ONLY IF YOU BELIEVE THAT YOUR WORK HAS BEEN USED OR COPIED IN A WAY THAT CONSTITUTES COPYRIGHT INFRINGEMENT AND SUCH INFRINGEMENT IS OCCURRING ON THE VEVE SERVICES. ALL OTHER INQUIRIES DIRECTED TO THE DESIGNATED AGENT WILL NOT RECEIVE A RESPONSE.
2. Receipt of Proper Infringement Notification
  Once a proper bona fide infringement notification has been received by the Designated Agent, it is VeVe's policy:
  - To remove or disable access to the infringing content;
  - To notify the content provider, member, or user ("Content Provider") that it has removed or disabled access to the content; and
  - That repeat offenders will have the infringing content removed from the system and that we may terminate such Content Provider's access to the VeVe Services.
3. Procedure to Supply a Counter-Notice to the Designated Agent
  If the Content Provider believes that the content that was removed or to which access was disabled is either not infringing or the Content Provider believes that it has the right to post and use such content, the Content Provider may send the Designated Agent a counter-notice, which must contain the following:
  - Content Provider's contact information, including full legal name (not that of a company) of the submitter, an email address, a physical address, and a phone number.
  - The location, including any URL, of the content that has been removed or disabled.
  - The following statement, to which Content Provider must agree: "I consent to the jurisdiction of the Federal District Court for the district in which my address is located, or if my address is outside of the United States, the judicial district in which we are located, and will accept service of process from the claimant."
  - The following statement: "I swear, under penalty of perjury, that I have a good faith belief that the material was removed or disabled as a result of a mistake or misidentification of the material to be removed or disabled."
  - A physical or electronic signature. To satisfy this requirement, Content Provider may type the submitter's full legal name (not that of a company) at the bottom of your electronic counter-notification.
  If a counter-notice is received by the Designated Agent, we may send a copy of the counter-notice to the original complaining party informing that person that it may replace the removed content or cease disabling it in ten business days.
  
  If we do not receive notice within ten business days that the original complaining party is seeking a court order to prevent further infringement of the content, we may replace or cease disabling access to the material that was removed. The decision to replace or cease disabling access to any content is at our sole discretion.

8. THE MARKET

When you access and use the Market, we act as an intermediary for Users of the Market to transact, and are not a party to any agreement to buy or sell the Collectibles Listed on the Market. When a User purchases a Collectible and a User agrees to provide that Collectible, they are entering into an agreement directly with each other. We do not act as an agent for any User.
As we are not a party to the transaction, any interaction between you and another User, including any agreement entered into between you and another User, is a matter directly between you and them only. Other than our obligations set out in these Terms of Use, you agree that we:
1. are not liable to you for the accuracy of any Listing, or any failure by a User to comply with these Terms of Use or any other legal obligation;
2. are not liable or responsible for any guarantees or assurances made by the seller of any listing on the VeVe App;
3. have not made, and do not make any representation, guarantee or warranty that any Collectible will meet your requirements or expectations;
4. are not liable or responsible for any increase or decrease in value of any Collectible. We have not made, and do not make, any promises (whether explicit, implied or otherwise) as to the value of any Collectible, including whether the value of the Collectible will increase or decrease in the future. The price of collectible assets can be volatile and subjective, and we cannot guarantee that any Collectibles purchased will retain any value, which may depend on a number of inherently subjective factors beyond our control, including the desirability of a particular Collectible; and
5. will not be responsible for the negligence or misconduct of other Users (including where another User has attempted to defraud you, doesn’t have the right to sell a Collectible to you, or fails to complete a transaction.)
Listing: Where you list a Collectible for sale in the Market you accept that any sale of the Collectible will be final, and that you will not be able to cancel the sale or retain ownership in the Collectible. You enter into a legally binding contract to purchase a Collectible when you commit to buy a Collectible at the Price, your offer for a Collectible is accepted by the seller for a Price or if you have the winning bid in an auction.
Auctions:
1. You must only place a bid on an auction if you intend to buy the Collectible at a Price. You cannot revoke a bid once it is placed.
2. Where a Collectible is sold by auction and you place the winning bid, you will be obliged to complete the purchase of the Collectible at the Price and you will not be able to cancel your offer or negotiate a different Price once your bid has been lodged.
3. You agree not to engage in any shill bidding (i.e. placing, or organizing someone to place, fake bids to manipulate price, desirability or the search position of your listing).
4. Where we reasonably believe that you have engaged in shill bidding or you have placed inflated bids that disrupt an auctions or you have placed the winning bid in an auction and do not complete the purchase, we may restrict your access to the Market (or in the case of serious or multiple offences, also in relation to other Services (at our sole discretion)).
Prices specified on the Market are set by the User offering the Collectible for sale. Prices are in Gems. We do not make any warranty or representation that Prices set by Users of the Market are reasonable or reflect the value of a Collectible. We will not provide any refunds or reimbursements for any reason.

9. THE STORE

Subject to you paying the Price for the Collectible, when you purchase a Collectible from the Store, you purchase the Token associated with that Collectible in accordance with clause 7.12.
We may withhold a certain number of units of each set of Collectibles we release in the Store for uses such as marketing and promotional activities.

10. PROMOTIONAL CODES

We (or we together with a VeVe Licensor or partner) may from time to time run promotions as part of which certain Users will receive a promotional code which can be redeemed by such Users through the Profile section of the App for a free Collectible (as specified by us in relation to the particular promotion). The terms may vary between promotions and will be notified at the time of each promotion.

11. MOBILE DEVICES

The following contractual terms apply to you based on the Device the VeVe App is installed on:
1. iOS – Apple
  1. These Terms of Use are an agreement between you and us, and not with Apple LLC, its subsidiaries or its affiliates (“Apple”). Apple is not responsible for the VeVe App and the content thereof.
  2. We grant you the right to use the VeVe App only on an iOS device that you own or control and as permitted by the App Store Terms of Service.
  3. Apple has no obligation whatsoever to furnish any maintenance and support services with respect to the VeVe App.
  4. Apple is not responsible for the investigation, defense, settlement, and discharge of any third party intellectual property infringement claim.
  5. Apple is not responsible for addressing any claims by you or any third party relating to the VeVe App or your possession and/or use of the VeVe App, including but not limited to: (a) product liability claims; (b) any claim that the VeVe App fails to conform to any applicable legal or regulatory requirement; and (c) claims arising under consumer protection or similar legislation.
  6. In the event of any failure of the VeVe App to conform to any applicable warranty, you may notify Apple, and Apple may refund the purchase price under the App Store Terms of Service, if applicable, for the VeVe App to you; and to the maximum extent permitted by applicable law, Apple will have no other warranty obligation whatsoever with respect to the VeVe App.
  7. Apple is a third party beneficiary of these Terms of Use, and, upon your acceptance, Apple as a third party beneficiary thereof will have the right (and will be deemed to have accepted the right) to enforce these Terms of Use against you.
2. Android – Google
  1. These Terms of Use are an agreement between you and us, and not with Google LLC, its subsidiaries or its affiliates (collectively, “Google”). Google is not responsible for the VeVe App and the content thereof.
  2. We grant you the right to use the VeVe App only on an Android compatible device that you own or control and as permitted by the Google Play Terms of Service.
  3. Google has no obligation whatsoever to furnish any maintenance and support services with respect to the VeVe App.
  4. Google is not responsible for the investigation, defense, settlement, and discharge of any third party intellectual property infringement claim.
  5. Google is not responsible for addressing any claims by you or any third party relating to the VeVe App or your possession and/or use of the VeVe App, including but not limited to: (a) product liability claims; (b) any claim that the VeVe App fails to conform to any applicable legal or regulatory requirement; and (c) claims arising under consumer protection or similar legislation.
  6. In the event of any failure of the VeVe App to conform to any applicable warranty, you may notify Google, and Google may refund the purchase price under the Google Play Terms of Service, if applicable, for the VeVe App to you; and to the maximum extent permitted by applicable law, Google will have no other warranty obligation whatsoever with respect to the VeVe App.
  7. Google is a third party beneficiary of these Terms of Use, and, upon your acceptance, Google as a third party beneficiary thereof will have the right (and will be deemed to have accepted the right) to enforce these Terms of Use against you.

12. FEES AND PAYMENT

Payments for Collectibles (through both the Store and Market) can be made with Gems
Payments for Gems can be made:
1. through the Website using credit cards (or other payment methods approved by us); or
2. through the VeVe mobile application using Apple or Google's in app payment services.
Prices for Collectibles are in Gems.
You will be charged the Price (including any Fees set out on our Fees page https://www.veve.me/veve-fees) for any Collectibles purchased either from the Store or from the Market. Any purchases made on our Services (for Collectibles, premium content, features, Gems or otherwise) are final and non-refundable, and you are advised to double check before making any purchases.
Any funds that you transfer to your App Wallet, or that are received by us from buyers for the sale of your Collectibles on the Market, will be placed into our bank account or our agent's bank account and held on trust for you on the relevant terms set out in these Terms of Use (less any Fees charged in accordance with these Terms of Use), until you:
1. use the funds to pay for Collectibles or Services on the VeVe App; or
2. instruct us to transfer the funds to your nominated bank account.
You authorize us to deduct our Fees from funds held on trust and retain any interest earned on the funds held on trust.
There is no charge for downloading our VeVe App but you will need an internet connection. You are responsible for all associated charges from your internet or mobile network providers.
By using our Services, you accept that it is your responsibility to calculate and pay:
1. any taxes applicable to any transactions you conduct on our Services. We accept no responsibility for, nor make any representation in respect of, your tax liability;
2. any fees associated with your payment method of choice; and
3. any currency conversion fees.
We may change, modify or increase the Fees we charge for our Services from time to time by giving 30 days' notice. We will notify you of any increase and the effective date of the increase by emailing you at the email contact address that you have most recently supplied to us. If you do not wish to pay the increased Fees, you may request removal of your Account. If you do not remove your Account before the effective date of the increase, you are deemed to have accepted the increased Fees.
Banks and other credit or debit card issuers may offer a dispute process for credit or debit card payments. If your bank or issuer determines that a transaction on the Market should be refunded (a Chargeback) and you are the seller, we will give effect to the Chargeback by debiting your App Wallet. Where we give effect to the Chargeback, you agree to indemnify us against any costs incurred as a result of the Chargeback, and authorize us to debit your App Wallet for the amount of any such costs. If your App Wallet contains insufficient funds for the Chargeback or our costs and we are unable to debit your App Wallet, this will create a debt between us and you and we may restrict some VeVe App functionality.

13. GEMS AND GEM WITHDRAWALS

Our VeVe App uses Gems as its in app currency. Gems in your App Wallet represent your funds that we hold on trust on the relevant terms set out in these Terms of Use. Please note that:
1. Gems are not securities.
2. VeVe does not accept or hold deposits from customers and is not a bank.
3. VeVe does not insure customer funds it holds (or the Collectibles themselves).
4. VeVe is not a money transmitter under any law. We work with appropriate third parties who process payments for Gems and Gem withdrawals.
5. Gems are a visual representation of your funds that we hold on trust on the relevant terms set out in these Terms of Use. Gems have no use outside of the VeVe App.
Gems may only be purchased through our Services. You may not purchase, sell or otherwise agree to the transfer of Gems "off market". For example, you may not make or accept payment for Gems outside of the VeVe App where the Gems are transferred by way of the sale of a Collectible in the Market. Evidence of engaging in "off market" Gem transactions will include repeated sales and/or purchases of Collectibles at a significantly higher value than what would be expected for such Collectible based on current Market prices.
We may permit a User to withdraw Gems from their App Wallet after we and the Payout Provider complete due diligence on the User. These Users consent to the Payout Provider and VeVe completing due diligence and processing Gem withdrawals. Only Gems in your App Wallet which you received from the sale of your Collectibles in the Market may be withdrawn. Gems you have purchased may only be spent on Collectibles.
If you meet all applicable requirements and are permitted to withdraw Gems, the Gems will in accordance with your instructions be deducted from your App Wallet and the funds we hold on trust that are represented by those Gems will be paid out by the Payout Provider in the available currencies to the account nominated by you. The Payment Provider is wholly responsible for the withdrawal service.
We may refuse, cancel or disable withdrawal requests any time.
Please visit https://www.veve.me/veve-fees for details of the Fees and further conditions and requirements that apply in relation to Gem withdrawals (as updated by us from time to time).
We are using a phased approach for the beta rollout of Gem withdrawals meaning the Gems withdrawals are only available to Users selected by us for the particular phase.

14. TRUST TERMS

For the purposes of clauses 14 and 15 (or other relevant clauses where the context requires), the following capitalised terms will have the following meanings:
1. DEFAULT means any breach of these Terms of Use by the User;
2. FUNDS means the matching amount of fiat currency amount equivalent to the number of Gems held by the User in its Account, on a one USD, one Gem basis;
3. BENEFICIARY means the person holding a beneficial interest in the Funds;
4. RESERVE BENEFICIARY means a beneficiary that has a contingent beneficial interest in the Trust that arises only in the circumstances where the original Beneficiary has forgone, forfeited or lost its beneficial interest in the Trust pursuant to these Terms of Use, or such beneficial interest in the Trust having lapsed pursuant to these Terms of Use, or otherwise in circumstances where there is no other living beneficiary that is entitled to the Beneficiary's beneficial interest in the Trust pursuant to these Terms of Use. The User acknowledges that the Reserve Beneficiary is Orbis Blockchain Technologies Limited (or its nominee);
5. TRUST means the bare trust established under Singapore law for each User in relation to the Funds pursuant to this clause 14 and governed by these Terms of Use; and
6. TRUSTEE means Orbis Blockchain Technologies Limited.
By purchasing a Gem, the User directs the Trustee to hold the matching Funds, on such User’s behalf as the Beneficiary, on bare trust on the terms set out in these Terms of Use. The Trustee acknowledges and agrees to hold the Funds on bare trust on behalf of the User as Beneficiary on the terms set out in these Terms of Use.
The Trustee hereby agrees that it will, and the User expressly authorizes the Trustee to:
1. hold the Funds on bare trust on behalf of the User as Beneficiary subject to the terms set out in these Terms of Use;
2. whenever the User uses Gems (including, but not limited to, when purchasing Collectibles from the Store, purchasing or selling Collectibles through the Market, or otherwise applying Gems for any purpose contemplated by these Terms of Use), transfer the User's beneficial title to the relevant matching Funds to the recipient of the Gems; and
3. whenever the User withdraws Gems (subject to the Terms of Use including the User's compliance with any withdrawal requirements including under clause 13), transfer the matching Funds to the User.
The User as Beneficiary acknowledges that, subject to these Terms of Use, the Trustee will act on instructions issued by the User in accordance with clause 13.4. The Trustee will have no obligation to verify or take any steps to verify any instructions actually or ostensibly sent by or on behalf of the User in accordance with clause 13.4 (regardless of whether it was actually issued by the User or not), and will have no liability for any loss suffered by the User from the Trustee having acted accordingly.
(Save as may be specified in these Terms of Use) the Trustee shall exercise no discretion in its holding of and dealing with the Funds, and shall only act pursuant to express and written instructions provided by a User to the Trustee in respect of such Funds.
The User as Beneficiary agrees and acknowledges that, in the event of a Default, it irrevocably:
1. directs and authorizes the Trustee to deduct any such amount of Funds that the Trustee deems necessary to compensate or indemnify the Trustee, VeVe and/or any other User of the Services for any loss or damage caused to the Trustee, VeVe and/or any other User as a result of the Default in accordance with these Terms of Use, and apply such Funds in any manner the Trustee sees fit at its sole discretion; >
2. directs and authorizes the Trustee to deduct any such amount of Funds that the Trustee deems necessary for VeVe to enforce and/or promote the fundamental objectives of the VeVe App set out in clause 6.8, and apply such Funds in any manner the Trustee sees fit at its sole discretion; and >
3. directs and authorizes the Trustee to deduct any such amount of Funds that the Trustee deems necessary to protect itself against any present or future costs, expenses, losses, damages, liability (whether actual, potential, or contingent), penalties, or taxes that may arise as a result from such Default, and apply such Funds in any manner the Trustee sees fit at its sole discretion; and >
4. forfeits, and will be deemed to have foregone, any further beneficial interest in the Trust.
The Trustee acknowledges that it will hold the Funds as trustee for the Beneficiary on the terms set out in these Terms of Use. The User agrees and acknowledges that the Trustee may:
1. act as the provider of the Services in accordance with the Terms of Use;
2. act as an officer to monitor, administer and regulate activities of all Users within the Services and take any actions it deems to promote a safe, equitable, fair and reliable marketplace for all Users;
3. act as an owner, licensee or licensor of certain assets (including, without limitation, of the Services, Software, Underlying Systems, Digital Property or other Intellectual Property) relating to the Services;
4. be financially compensated directly or indirectly through the Services or Terms of Use;
5. be the Reserve Beneficiary; or
6. otherwise be related to, or associated with, any other entity that is or provides any or all of the above, or director, officer or employee of, a shareholder of, or consultant or advisor to, such entities.
The Trustee shall, at any time at its sole discretion, be entitled to revoke the trust arrangements under these Terms of Use or to appoint a substitute trustee to carry on the trust arrangements on the same terms as these Terms of Use (mutatis mutandis). Where the Trustee revokes the trust arrangements or appoints a substitute trustee, the Trustee shall notify the User and take all steps that may be necessary to transfer legal title to the Funds to the User (subject to the Terms of Use including the User's compliance with any withdrawal requirements including under clause 13) or a substitute trustee appointed pursuant to these Terms of Use.
In consideration of the Trustee holding the Funds on behalf of the User on the terms set out in these Terms of Use, the User hereby, to the fullest extent permitted by law, indemnifies and agrees to hold harmless the Trustee and undertakes to keep the Trustee at all times fully and effectively indemnified from and against all costs, expenses, losses, damages, liability or other amounts (Liability) imposed on, sustained, incurred, suffered by, or asserted against the Trustee however and whenever arising directly or indirectly from the execution or non-execution by the Trustee of any powers set out in these Terms of Use except where such Liability arises as a result of gross negligence, fraud or wilful misconduct by the Trustee in its capacity as Trustee.

15. DEATH

In the event that VeVe is notified of the User's death, VeVe has the right to suspend the User's Account pending VeVe's determination of the User's executor(s) or administrator(s), heir(s), beneficiary or beneficiaries, successor(s), personal representative(s) or such other person(s) entitled to deal with or benefit under the User's estate pursuant to these Terms of Use.
Prior to the User’s death, the User may unconditionally and irrevocably instruct VeVe to transfer the User’s Gems and Collectibles to a specified person in the event of the User’s death (Nominated Beneficiary) by completing the prescribed requirements through the VeVe App. VeVe may, upon receipt of evidence of the User’s death but subject to the Nominated Beneficiary registering a new Account in compliance with these Terms of Use (including verifying their identity satisfactorily to VeVe at its sole discretion), and subject to clauses 15.5 and 15.6 and any other terms within the Terms of Use, transfer the User’s Gems and Collectibles to the Nominated Beneficiary. In the event that the Nominated Beneficiary is unable to claim the User’s Gems and Collectibles due to the death or incapacity of a Nominated Beneficiary, clause 15.3 will apply in respect of the User’s Gems and Collectibles notwithstanding the nomination by the User of a Nominated Beneficiary.
VeVe may, upon receipt of evidence of the User's death, evidence of a grant of probate or administration of the User's estate (or equivalent) in accordance with the laws of Singapore, New Zealand or other relevant laws, and/or any other matters, documents or evidence necessary or satisfactory to VeVe at its sole discretion, and subject to clauses 15.5 and 15.6, the relevant executor(s) or administrator(s), heir(s), beneficiary or beneficiaries, successor(s), personal representative(s) or such other person(s) entitled to deal with or benefit under the User's estate verifying their identity satisfactorily to VeVe at its sole discretion and complying with any other terms within the Terms of Use, transfer any Gems and Collectibles held in the relevant User’s Account to such person (Specified Beneficiary) authorised by the relevant executor(s) or administrator(s), heir(s), beneficiary or beneficiaries, successor(s), personal representative(s) or such other person(s) entitled to deal with or benefit under the User's estate as authorized by the relevant grant of probate or administration of the User's estate in accordance with the laws of Singapore, New Zealand, or other relevant laws, provided that the Specified Beneficiary has registered a new Account in compliance with these Terms of Use (including verifying their identity satisfactorily to VeVe at its sole discretion).
The User hereby irrevocably and unconditionally nominates VeVe to be the User’s true and lawful attorney for the purposes of taking all necessary steps in transferring any Gems and Collectibles held in the relevant User’s Account (and/or completing any other outstanding matters in relation to the relevant User’s Account) to the User’s Nominated Beneficiary as authorised by the User pursuant to clause 15.2 or the relevant Specified Beneficiary as authorised by the User’s relevant executor(s) or administrator(s), heir(s), beneficiary or beneficiaries, successor(s), personal representative(s) or such other person(s) entitled to deal with or benefit under the User's estate as authorised by the relevant grant of probate or administration of the User's estate in accordance with the laws of Singapore, New Zealand or other relevant laws pursuant to this clause 15, on terms set out in these Terms of Use.
VeVe and the Trustee take no responsibility and have no liability in relation to the administration, transmission or transfer of the User's estate to the User’s Nominated Beneficiary as authorised by the User pursuant to clause 15.2 or the relevant Specified Beneficiary as authorised by the User’s relevant executor(s) or administrator(s), heir(s), beneficiary or beneficiaries, successor(s), personal representative(s) or such other person(s) entitled to deal with or benefit under the User's estate in accordance with the laws of Singapore, New Zealand, or other relevant laws, pursuant to this clause 15. VeVe and/or the Trustee shall effect the relevant transfer of User's Gems and Collectibles, on the basis that the User and the relevant executor(s) or administrator(s), heir(s), beneficiary or beneficiaries, successor(s), personal representative(s) or such other person(s) entitled to deal with or benefit under the User's estate (including the Nominated Beneficiary and/or the Specified Beneficiary to the extent of the value of Gems and Collectibles received), are deemed to have agreed to indemnify (jointly and severally) VeVe and the Trustee for any present or future costs, expenses, Loss and losses, damages, liability, penalties, or taxes that may arise as a result of, or in connection with, the administration, transmission or transfer of the User's Gems and Collectibles to the User’s Nominated Beneficiary as authorised by the User pursuant to clause 15.2 or the relevant Specified Beneficiary as authorised by the User’s relevant executor(s) or administrator(s), heir(s), beneficiary or beneficiaries, successor(s), personal representative(s) or such other person(s) entitled to deal with or benefit under the User's estate in accordance with the laws of Singapore, New Zealand, or other relevant laws, pursuant to this clause 15, on the terms set out in these Terms of Use.
Notwithstanding anything to the contrary in these Terms of Use, VeVe and/or the Trustee have the right to retain, withhold or deduct any such amount of Gems or Funds that VeVe and/or the Trustee deem necessary to protect VeVe and/or the Trustee against any present or future costs, expenses, Loss or losses, damages, liability (whether actual, potential, or contingent), penalties, or taxes that may arise as a result of the User's death, and apply such Funds in any manner the Trustee sees fit at its sole discretion.
Notwithstanding the foregoing, the User agrees that if, within 24 months from VeVe being notified of such User's death, there is no person identified (including any Nominated Beneficiary or Specified Beneficiary) to whom the Trustee may, without contravention of any applicable law, transfer the Funds corresponding to such deceased User’s Gems, then the beneficial interest in such Funds shall be transferred to the Reserve Beneficiary for the Reserve Beneficiary to use as it deems fit, and the Reserve Beneficiary shall thereafter be deemed the “Beneficiary” for the purposes of these Terms of Use.

16. SECURITY

While we take all reasonable steps to ensure that your Collectibles and User Content are secure, you are responsible for the security and system integrity of your Account, Device and your associated connection to the internet. You acknowledge and agree all Collectibles are associated with Tokens on our nominated blockchain, a distributed ledger network operated by several parties independent to us. The security of the Collectibles depends on the security of the network. You accept and consent to us deciding which Collectibles will become associated with Tokens on another network in our discretion. The security of the Collectibles would depend on the security of that network.
You must exercise every possible care to ensure the safety of your Account and Device by taking all reasonable care to prevent loss, theft, unauthorized, criminal or fraudulent use. That includes:
1. not allowing anyone else to use your Device;
2. keeping your login details secret and unique;
3. locking your Device when it is not in use; and
4. ensuring you have set up password access to your Device and it is active.
If you become aware or suspect that your login credentials to our Services have been compromised in any way, you must immediately notify us and also cease using our Services and uninstall and delete the VeVe App.
You must take all reasonable precautions to protect the value of your Collectibles to you including insuring your Collectibles.

17. THIRD PARTY WEBSITES OR RESOURCES

The Services may contain links to third party websites or resources. We provide these links only as a convenience and we are not responsible for the content, products, or services on or available from those websites or resources, or links displayed on such websites. To the extent permitted under applicable law, you acknowledge sole responsibility for and assume all risk arising from, your use of any third party websites or resources, we do not endorse or support any third party website content nor are we responsible for what is contained on such third party websites.
We are not responsible for the availability or quality of third party services, including cell phone networks, hotspots, wireless internet and other services. Such third party services may affect your ability to utilize our Services and you hereby waive and release us and any other party involved in creating or delivering our Services from Loss or liability which may arise out of, result from, or relate in any way to such third party services.
Through the use of web services and APIs, the VeVe App may interact with a range of third party service features. We do not make any warranty or representation on the availability or performance of those features. Without limiting the previous sentence, if a third party feature provider ceases to provide that feature or ceases to make that feature available on reasonable terms, we may cease to make that feature available to you. To avoid doubt, if we exercise our right to cease the availability of a third party feature, you are not entitled to any refund, discount or other compensation.

18. TERMINATION

You may cease using the Services at any time by requesting removal of your Account from the VeVe App. If you do this, these Terms of Use and your right to access and use the Services will terminate immediately.
We may refuse to create an Account for you, or close your Account and terminate, suspend or modify your access to our Services at any time, for whatever reason, without prior notice or reason given to you. Unless we close your Account for breach of these Terms of Use or dormancy, we may, prior to closing an Account, allow you to withdraw your Gems (subject to the Terms of Use including the User’s compliance with any withdrawal requirements including under clause 13). In exercising our discretion to allow you to withdraw your Gems pursuant to these Terms of Use following a determination to close your account, we will not act in a manner that is arbitrary, capricious or in bad faith.
We may, at our sole discretion and for whatever reason, change, modify, suspend or discontinue any of our Services, including the provision of the VeVe App, the Store or the Market, at any time without prior notice or reason given to you.
Termination of these Terms of Use does not affect either party’s rights and obligations that accrued before that termination.
Clauses which, by their nature, are intended to survive termination of your right to access and use the Services, including clauses 1.2 1.4, 6, 7, 12.5, 12.10, 18, 19 and 20, and 21.1 to 21.8.
No compensation is payable by us to you as a result of termination of these Terms of Use for whatever reason, and you will not be entitled to a refund of any amount that you have already paid to us. Once an Account is closed, any beneficial interests of the User arising from or under, in connection with or otherwise contemplated by these Terms of Use and/or the use of the Services will lapse.

19. WARRANTIES, LIABILITY AND DISCLAIMERS

TO THE EXTENT PERMITTED UNDER APPLICABLE LAW, OUR SERVICES ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS, WITHOUT WARRANTY OR REPRESENTATION OF ANY KIND TO THE MAXIMUM EXTENT PERMITTED BY LAW, WE DISCLAIM AND EXCLUDE ALL IMPLIED WARRANTIES, INCLUDING, BUT NOT LIMITED TO, ANY WARRANTIES OF NON-INFRINGEMENT, AND DO NOT WARRANT THAT THE SERVICES (INCLUDING, TO AVOID DOUBT, THE APPLICATION) WILL BE:
1. UNINTERRUPTED, SECURE, OR ERROR-FREE (INCLUDING FREE FROM VIRUSES OR OTHER MALICIOUS CODE);
2. CAPABLE OF QUIET ENJOYMENT, OF MERCHANTABLE QUALITY, FIT FOR A PARTICULAR PURPOSE, OR NON-INFRINGING; OR
3. COMPATIBLE WITH YOUR DEVICE.
TO THE FULLEST EXTENT PERMITTED BY LAW, WE ARE NOT LIABLE FOR ANY LOSS, LOST PROFITS, LOSS OF DATA, LOSS OF GOODWILL, COSTS, COSTS OF SUBSTITUTE SERVICES, LIABILITY, EXPENSES (INCLUDING REASONABLE ATTORNEY/CLIENT FEES) OR DAMAGES (INCLUDING DIRECT OR INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, EXEMPLARY OR CONSEQUENTIAL) ARISING FROM OR IN RELATION TO:
1. YOUR ACCESS TO OR USE OF (OR INABILITY TO ACCESS OR USE) OUR SERVICES;
2. ANY COMMUNICATIONS, INTERACTIONS, OR MEETINGS WITH OTHER USERS OF OUR SERVICES OR PERSONS WITH WHOM YOU COMMUNICATE OR INTERACT AS A RESULT OF YOUR USE OF OUR SERVICES;
3. A SUSPENSION OR OTHER ACTION TAKEN WITH RESPECT TO YOUR ACCOUNT;
4. ANY ACT OR OMISSION OF A THIRD PARTY, INCLUDING NEGLIGENT, MALICIOUS OR WILFUL ACTS OR OMISSIONS;
5. TELECOMMUNICATIONS UNAVAILABILITY, INTERRUPTION, DELAY, FAILURE OR FAULT;
6. OUR DECISION TO CHANGE, MODIFY, SUSPEND OR DISCONTINUE ANY OF OUR SERVICES;
7. MAINTENANCE OR REPAIRS CARRIED OUT BY US OR ANY THIRD PARTY SERVICE PROVIDER IN RESPECT OF ANY SYSTEMS USED IN CONNECTION WITH THE PROVISION OF OUR SERVICES, WHETHER THESE LEAD TO DELAYS OR DISRUPTIONS IN OUR SERVICES OR NOT; OR
8. ANY FORCE MAJEURE EVENT,
9. WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY, OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, EVEN IF A LIMITED REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE. SHOULD A COURT NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY IN THIS USER AGREEMENT, SO THE FOREGOING LIMITATION OF LIABILITY SHALL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW.
YOU ASSUME ALL RISKS RELATING TO YOUR USE OF OUR SERVICES WHICH INCLUDES THE RISKS GENERALLY LINKED TO USE OF THE INTERNET, MOBILE OR DESKTOP APPS, BLOCKCHAIN TECHNOLOGY, CYBERSECURITY, LICENSES, MARKETPLACES, REGULATION AND YOUR ONLINE OR OFFLINE COMMUNICATIONS AND INTERACTIONS WITH OTHER USERS OF OUR SERVICES AND WITH OTHER PERSONS WITH WHOM YOU COMMUNICATE OR INTERACT AS A RESULT OF YOUR USE OF OUR SERVICES. YOU UNDERSTAND THAT WE DO NOT SCREEN OR INQUIRE INTO THE BACKGROUND OF ANY USERS OF OUR SERVICES. WE MAKE NO REPRESENTATIONS OR WARRANTIES AS TO THE CONDUCT OF USERS OF OUR SERVICES. YOU AGREE TO TAKE REASONABLE PRECAUTIONS IN ALL COMMUNICATIONS AND INTERACTIONS WITH OTHER USERS OF OUR SERVICES AND WITH OTHER PERSONS WITH WHOM YOU COMMUNICATE OR INTERACT AS A RESULT OF YOUR USE OF OUR SERVICES, PARTICULARLY IF YOU DECIDE TO MEET
THE VEVE APP IS CONTROLLED OR OPERATED FROM NEW ZEALAND AND IS NOT INTENDED TO SUBJECT VEVE TO ANY NON-NEW ZEALAND JURISDICTION OR LAW (OTHER THAN AS EXPRESSLY STATED IN THESE TERMS OF USE). ALTHOUGH VEVE APP MAY BE ACCESSIBLE WORLDWIDE, THE APP MAY NOT BE APPROPRIATE OR AVAILABLE FOR USE IN SOME NON-NEW ZEALAND JURISDICTIONS, AND WE MAKE NO REPRESENTATION THAT MATERIALS THEREON ARE LAWFUL, APPROPRIATE OR AVAILABLE FOR USE IN LOCATIONS OUTSIDE NEW ZEALAND AND ACCESSING THEM FROM TERRITORIES WHERE ITS CONTENT OR YOUR PARTICIPATION ON THE VEVE APP IS ILLEGAL IS STRICTLY PROHIBITED. THOSE WHO CHOOSE TO ACCESS THE VEVE APP FROM THE OTHER LOCATIONS OUTSIDE NEW ZEALAND DO SO ON THEIR OWN RISK AND MUST COMPLY WITH ALL LOCAL LAWS INCLUDING BUT NOT LIMITED TO TAX AND SECURITIES LAWS. WE MAY LIMIT THE VEVE APP'S AVAILABILITY AT ANY TIME, IN WHOLE OR IN PART, TO ANY PERSON, GEOGRAPHIC AREA OR JURISDICTION THAT WE CHOOSE.
EXCEPT TO THE EXTENT PERMITTED BY LAW, NOTHING IN THESE TERMS HAS THE EFFECT OF CONTRACTING OUT OF THE NEW ZEALAND CONSUMER GUARANTEES ACT 1993, OR ANY OTHER CONSUMER PROTECTION LAW THAT CANNOT BE EXCLUDED. TO THE EXTENT OUR LIABILITY CANNOT BE EXCLUDED BUT CAN BE LIMITED, OUR LIABILITY WILL BE LIMITED TO NZ$100.
TO THE MAXIMUM EXTENT PERMITTED BY LAW AND ONLY TO THE EXTENT CLAUSES 19.1 TO 19.4 DO NOT APPLY, OUR TOTAL LIABILITY TO YOU IN CONNECTION WITH THESE TERMS OF USE OR THE SERVICES WILL NOT EXCEED NZ$100.

20. INDEMNITY

TO THE MAXIMUM EXTENT PERMITTED BY LAW, YOU AGREE TO INDEMNIFY US FROM, AND HOLD US HARMLESS FROM, AND AGAINST ALL LOSS THAT ARISES FROM OR IN CONNECTION TO:
1. YOUR ACCESS AND USE OF OUR SERVICES;
2. YOUR BREACH OF THESE TERMS OF USE; AND
3. ANY USER CONTENT YOU MAY PROVIDE.

21. GOVERNING LAW AND DISPUTE RESOLUTION

(Save for clauses 13 to 15 and any other provision of these Terms of Use that relate to the establishment and maintenance of the Trust described in clause 14, for which such clauses and provisions relating to such Trust shall be governed by the laws of Singapore) these Terms of Use and any dispute arising out of or in relation to them shall be governed by the laws of New Zealand.
If you have any questions, concerns, disagreements, complaints, disputes, or differences arising out of or in connection with these Terms of Use, please contact us in the first instance and we will endeavour to facilitate a resolution of the relevant question, concern, disagreement, complaint, dispute, or difference.
Any disagreement, complaint, dispute, or difference arising out of or in connection with these Terms of Use must be dealt by us first (in accordance with clauses 21.4 and 21.5) before the User is permitted to take any other action to resolve the disagreement, complaint, dispute, or difference. The User acknowledges that we are not obliged to investigate or follow up a complaint made by one User against another User.
Following the receipt of a notice notifying VeVe of a User's disagreement, complaint, dispute, or difference, VeVe and the User will attempt to resolve this in good faith within 30 days of notification by the User. VeVe will notify the User the outcome of the disagreement, complaint, dispute, or difference as soon as an outcome is determined by VeVe. If you do not agree with the outcome as determined by VeVe, you may take such other action to resolve the dispute as permitted under these Terms of Use.
When determining the outcome of your disagreement, complaint, dispute, or difference, VeVe may take into account any factors that VeVe considers relevant in the circumstances, including without limitation, the fundamental objectives of the VeVe App set out in clause 6.8.
To the fullest extent permissible by law, subject to clause 21.2 to 21.5 and 21.8 below, you and us agree that any dispute or disagreement arising out of or in connection with these Terms of Use will be settled by arbitration as follows:
1. the arbitration will be administered by the Singapore International Arbitration Centre ("SIAC") in accordance with the Arbitration Rules of the Singapore International Arbitration Centre ("SIAC Rules") current at the time the arbitration is commenced
2. the Tribunal shall consist of a sole arbitrator
3. the seat of the arbitration shall be Singapore
4. the language of the arbitration shall be English
5. the law applicable to this arbitration agreement and arbitral proceedings shall be New Zealand law.
To the fullest extent permissible by law, these Terms of Use provide for the exclusive resolution of disputes through individual arbitration on your own behalf instead of through any class or representative action and you agree that any dispute against us whatsoever shall be brought by you individually and not as a member of any class or as part of a class or representative action, and you expressly agree to waive any law entitling you to participate in a class or representative action.
For the avoidance of doubt, anything within clauses 21.1 to 21.9 (including the above arbitration agreement) does not prevent us from seeking injunctive or other urgent relief from a court to prevent (or enjoin) the breach of these Terms of Use and/or infringement or misappropriation of our or our licensors' intellectual property rights.
If you are located in a jurisdiction in which an arbitration agreement is not enforceable then the parties agree to the exclusive jurisdiction of the New Zealand courts to resolve any dispute.

22. GENERAL

Each party must, unless it has the prior written consent of the other party:
1. keep confidential at all times the Confidential Information of the other party;
2. effect and maintain adequate security measures to safeguard the other party's Confidential Information from unauthorized access or use; and
3. disclose the other party's Confidential Information to its personnel or professional advisors on a need to know basis only and, in that case, ensure that any personnel or professional advisor to whom it discloses the other party's Confidential Information is aware of, and complies with, clauses 22.1(a) and 22.1(b).
The obligation of confidentiality in clause 22.1 does not apply to any disclosure or use of Confidential Information:
1. for the purpose of performing a party's obligations, or exercising a party's rights, under these Terms of Use;
2. required by law or government (including under the rules of any stock exchange);
3. which is publicly available through no fault of the recipient of the Confidential Information or its personnel;
4. which was rightfully received by a party from a third party without restriction and without breach of any obligation of confidentiality; or
5. by us if required as part of a bona fide sale of our business (assets or shares, whether in whole or in part) to a third party, provided that we enter into a confidentiality agreement with the third party on terms no less restrictive than clauses 22.1 and 22.2.
These Terms of Use constitute the entire and exclusive understanding and agreement between us and you in respect to any matter raised in these Terms of Use, and these Terms of Use supersede and replace any and all prior oral or written understandings or agreements between us and you with respect to any matter raised in these Terms of Use.
You may not assign or transfer any of your rights under these Terms of Use without our prior written permission. Any attempt by you to assign or transfer these Terms of Use, without such permission, will be null. We may freely assign or transfer these Terms of Use, including any right or obligation set out in these Terms of Use, without restriction, and the transferor or assignor shall not remain jointly and severally liable. Subject to the foregoing, these Terms of Use will bind and inure to the benefit of the parties, their successors and permitted assigns.
Any reference to VeVe in this Terms of Use includes VeVe's successors and permitted assigns.
We may provide you with notices, including notices relating to these Terms of Use by way of electronic communications, including by email or other electronic communication through the VeVe App. You are solely responsible for ensuring your contact details in your Account are always up to date.
If any part of these Terms of Use is, or becomes, legally invalid or unenforceable, that provision will be enforced to the maximum extent permissible and the other provisions of these Terms of Use will remain in full force and effect.
We reserve the right to add, vary or otherwise change these Terms of Use at any time. We will publish the most recent version of the Terms of Use on the VeVe App.
If we do not exercise or enforce any rights available to us under these Terms of Use, that does not constitute a waiver of those rights. The waiver of any such right or provision will be effective only if in writing and signed by a duly authorized representative of us. Except as expressly set forth in these Terms of Use, the exercise by either party of any of its remedies under these Terms of Use will be without prejudice to its other remedies under these Terms of Use or otherwise.
Our shareholders, subsidiaries, affiliates, officers, directors, agents, subsidiaries, joint ventures, and employees will have the benefit of our rights, powers and protections in these Terms of Use and any one of them can enforce any of our rights, powers and protections as if they were a party to these Terms of Use.
Nothing in these Terms of Use shall be deemed or is intended to be deemed, nor shall it cause, either you or us to be treated as partners, joint ventures or as the agent of the other.
Neither us, nor any user of our Services, nor any other party involved in creating, producing, or delivering our Services shall be liable for any failure to perform its obligations under these Terms of Use to the extent caused by Force Majeure provided that the affected party:
1. notifies the other party as soon as practicable;
2. uses best efforts to overcome the Force Majeure; and
3. continues to perform its obligations to the extent practicable.

Terms of Use

Updated: 12 August 2022

1. INTRODUCTION

These Terms of Use and all policies and additional terms and conditions posted on and in our VeVe App (including our Privacy Policy at www.veve.me/ve-ve-app-privacy-policy) set out the terms on which we offer you access to and use of our Services. Please read our Privacy Policy to find out about how we collect, use and share your personal information.
By using our Services including downloading, accessing and using the VeVe App, you agree to these Terms of Use. You are not permitted to use our Services if you do not agree to these Terms of Use. You cannot access and use the Services on behalf of another natural or corporate person (e.g. a company).
We may change these Terms of Use at any time. We will publish the most recent version of the Terms of Use on the VeVe App. You are responsible for ensuring that you are familiar with the latest Terms of Use. If you keep using our Services after the changes, you will be deemed to have accepted the changes. If you don’t accept any changes, you must stop using our Services immediately and uninstall and delete the Application
To the extent permitted by applicable law, any dispute between you and us is subject to a class action waiver and must be resolved by individual binding arbitration. Please read clauses 21.1 to 21.8 as it affects your rights under these Terms of Use.
We may change, suspend, discontinue access to the VeVe App or the Services generally without notice or liability.
Please note that:
1. you are only able to use the Gem withdrawal service if you live in an eligible country and otherwise meet all other requirements (see clause 13 (Gems and Gem withdrawals) for more information); and
2. the price of collectible assets can be volatile and subjective, and we cannot guarantee that any Collectibles purchased will retain any value, which may depend on a number of inherently subjective factors beyond our control, including the desirability of a particular Collectible.

2. DEFINITIONS

In these Terms of Use:
Account means your registered account to use the Services and includes your Showroom, your communications, your transactions and any Collectibles you purchase.
App Wallet means the in-VeVe App wallet used to store your Gems
Collectibles means licensed digital assets (whether collectible, comics or other digital assets) incorporating the Digital Property and minted as a Token, available to buy through the Store, and buy, sell and trade through Listings on the Market
Content means all content included in or made available through our Services by us, such as text, graphics, logos, button icons, images, audio clips, digital downloads, data compilations and Software, scripts, graphics, photos, sounds, music, videos, audio-visual combinations, communications, interactive features, augmented reality, virtual reality, works of authorship of any kind, and information or other materials that are generated, provided, or otherwise made available through our Services, but excludes User Content
Device means a desktop, a mobile device, a tablet or augmented reality device
Digital Property means digital images, stickers, figurines, collectibles or artworks based on or derived from a VeVe Licensor’s Intellectual Property Rights, authorized by the relevant VeVe Licensor
Feed means the feed section of the Licensee App in which Users can interact with each other by posting messages and sharing images.
Fees means the fees payable by you to us in respect of the VeVe App, as further set out on our fees page https://www.veve.me/veve-fees
Force Majeure means an event that is beyond the reasonable control of a party, excluding an event to the extent that it could have been reasonably avoided by a party taking reasonable steps or reasonable care or a lack of funds for any reason
Gems means the in-VeVe App currency purchased and used within the VeVe App to purchase and sell Collectibles from the Store or on the Market. One Gem is equivalent to one US dollar that we will hold on trust for the User on the relevant terms set out in these Terms of Use.
Intellectual Property Rights includes copyright and all rights anywhere in the world conferred under statute, common law or equity relating to inventions (including patents), registered and unregistered trade marks and designs, circuit layouts, data and databases, confidential information, know-how, and all other rights resulting from intellectual activity.
Intellectual Property has a consistent meaning, and includes any enhancement, modification or derivative work of the Intellectual Property
Listing means a listing on the VeVe App through which you offer to sell or trade a Collectible in the Market
Loss includes loss of profits, savings, revenue or data, and any other claim, damage, loss, liability and cost, including legal costs on a solicitor and own client basis
Market means the secondary market function on the VeVe App which permits Users to buy and sell Collectibles with other Users
Token or Non-Fungible Token means a unique digital certificate associated with a Collectible to identify the Collectible, which is securely stored by us and transferred on the blockchain. Each Token associated with a Collectible on the VeVe App contains a unique mint number
Objectionable includes being objectionable, defamatory, obscene, offensive, harassing, threatening, unlawful, spam, inaccurate, misleading, harmful, libellous, discriminatory, sexual or pornographic or similar in any way
Personal Information means information about an identifiable, living person, and includes personal data, personally identifiable information and equivalent information under applicable privacy and data protection laws
Payout Provider means the third party provider of the Gem withdrawal service (as notified by us from time to time);
Price means the purchase price payable for a Collectible advertised via a Listing on the Market or via the Store
Sales Tax means sales tax, goods and services tax, value added tax or equivalent tax payable under any applicable law
Services means the provision of our VeVe App, Website, tools, infrastructure and other services provided by us from time to time
Showroom means a virtual showroom in the VeVe App which Users can display their Collectibles. VeVe Licensors may have exclusive Showrooms on the VeVe App, in which Users can display their Collectibles relating to that VeVe Licensor only
Software means the software owned by VeVe (and its licensors) that is used to provide the VeVe App
Store means the virtual storefront which operates as the primary market function on the VeVe App through which Users can purchased Collectibles directly from VeVe Terms of Use mean these terms of use
We, us, our or VeVe means Orbis Blockchain Technologies Limited, a company incorporated in New Zealand with company number 6545833
User means a user of our Services
Underlying Systems means the Software, IT solutions, systems and networks (including software and hardware) used to provide the Services, including any third party solutions, systems and networks
User Content means content, data, and information (including personal information) that a User inputs, uploads, posts or otherwise displays in the App including in the Bio section of your VeVe profile and the Feed
VeVe App means the Website or VeVe mobile application (as applicable), on which Users can sell, re-sell, collect and view Collectibles and post User Content
VeVe Licensor means a person or entity that licenses us certain Intellectual Property Rights in Digital Property which is incorporated into Collectibles
Website means www.veve.me
You means you as an individual with an Account

3. ELECTRONIC COMMUNICATIONS

When you use our Services, or send emails, text messages, and other communications from your Device to us, or other Users, you may be communicating with us electronically. To the fullest extent permitted under applicable law, you consent to receive communications from us electronically (such as emails, SMS, mobile push notices, or notices and messages on our sites or through our Services) and you agree that all agreements, notices, disclosures, and other communications that we provide to you electronically satisfy any legal requirement that such communications be in writing.

4. THE APPLICATION

The VeVe App allows you to access the VeVe digital environment, Showroom, Feed, and the Store and Market for Collectibles. On the VeVe App you will be able to store, show, buy, sell or transfer Collectibles to and communicate with other Users of our Services.
You agree to use the VeVe App solely for personal consumptive and/or entertainment purposes, and will not use and rely on the Services for any other reason.
Our provision of the Services to you is non-exclusive. Nothing in these Terms of Use prevents us from providing the Services to any other person. Subject to the rest of these Terms of Use, we will use reasonable efforts to ensure that the VeVe App is available on a 24/7 basis. However, it is possible that on occasion, the VeVe App may be unavailable to permit maintenance or other development activity to take place, or due to Force Majeure.

5. USER ACCOUNT

To use our Services you will need to register an Account on the VeVe App. You agree that your selected username will not be Objectionable in any way. We can decline to make the VeVe App or the Services available to you without notice and for any reason, including on the basis of your selected username if we consider it to be Objectionable in our sole discretion.
You agree that you will provide accurate, complete and truthful information at all times that you are required to provide information (including when setting up an Account), and must promptly update that information as required so that the information remains true, current and complete.
You are responsible for maintaining the security of your Account and agree to accept responsibility for all activities that occur under your Account. You must not share your login information or other security related information with any other person, or allow any other person to access your Account. You warrant that all activities on your Account are your own.
You understand that anyone accessing your Account will be able to enter into transactions using your Collectibles and, to the extent that you have credit card details saved into your Account, purchase Gems using your credit card details, and we have no obligation to verify or take any steps to verify any instructions from you or appearing to be sent by you. While we are under no obligation to do so, our customer support representatives may require that you provide appropriate forms of identification and evidence to identify who the representative is dealing with, verify information and/or to prove that we are dealing with the owner of the Account.
You may register and operate one account. Aside from this one account, you must not register or operate any other accounts including under different identities, personas, or aliases (whether they are false or not).
Your Account will be classified as dormant if it has been inactive for an uninterrupted period of 24 months. In the case of your Account becoming dormant, VeVe will notify you by email at least twice that your Account is dormant. If you do not respond or resume your Account activity within 6 months from the date we first notify you that your Account is dormant, your Account will be closed.

6. ACCESS TO OUR SERVICES

When using our Services, you acknowledge, agree, warrant and undertake that:
1. you are a human being;
2. you are not accessing and using our Services on behalf of another person or entity;
3. if you have accessed and used our Services on behalf of another person or entity you will immediately stop accessing and using our Services on behalf of this person or body;
4. you have not and will not breach or circumvent any applicable law, regulations, government or third-party rights;
5. you will not trespass, or in any manner attempt to gain or gain access to any property or location where you do not have a right or permission to be, and will not otherwise engage in any activity that may result in injury, death, property damage, nuisance, or liability of any kind;
6. you will not use our Services if you are not at least 18 years of age (unless with our written approval), or are temporarily or indefinitely suspended from using our Services, or are a person with whom transactions are prohibited under economic or trade sanctions or embargo;
7. you are responsible for complying with trade regulations and both foreign and domestic laws (e.g., you are not located in a country that is subject to a U.S. government embargo, or that has been designated by the U.S. government as a "terrorist supporting" country, and you are not listed on any U.S. government list of prohibited or restricted parties);
8. regulations may require us to collect more information or documentation from you and you will fully comply with all of our requests for more information or documentation from you and all information and documentation will be completely truthful, accurate and reliable;
9. you will not use our Services for commercial use (for example, business (whether paid or unpaid), advertising, or marketing purposes);
10. you will not attempt to undermine the security or integrity of our Services or interfere with or attempt to impair our Services or transmit software viruses, worms, other harmful files or other malware;
11. you will not post, upload or transfer User Content or communications that could be considered Objectionable on our Services;
12. you will not transfer or give access to your Account and login credentials to another party without our prior written permission;
13. you will not receive, transfer, buy, sell or trade any Collectible except through our Services;
14. you will not bypass, decipher, decompile, extract, copy, replicate, disassemble or reverse engineer any of the software used to provide our Services;
15. you will not use any manual process (such as keying-in), robot, spider, screen scraper, injection techniques, data aggregation tool or use any other device or automated process ("Scraping Process") to data mine, scrape, crawl, email harvest, aggregate, copy or extract any of our Services, processes, information, content, or data accessible through our Services;
16. you will not use any Scraping Process to aggregate or combine information, content or data contained within or accessible through this Website with information, content or data accessible via or sourced from any third party;
17. you will not use any automated tool, program, algorithm or methodology to create Accounts, participate in auctions, enter into transactions or access our Services in any other way;
18. you will not use any information on or accessed through our Services for any commercial purpose or for profit or gain (for example, operation of a third party website or app which includes information on or accessed through our Services);
19. you will not impose an unreasonable or disproportionately large load on our VeVe App;
20. you will not harvest or otherwise collect information about Users of our Services without their consent;
21. you will not circumvent any technical measures used to provide our Services;
22. you will not infringe the Intellectual Property Rights that belong to or are licensed to VeVe. Some, but not all, actions that may constitute infringement are reproducing, performing, displaying, distributing, copying, reverse engineering, decompiling, disassembling, or preparing derivative works from Content that belongs to VeVe or any third party, using that Content to advertise, market or sell a product or service, or as a basis for a securities product; incorporating that Content in videos or other media; creating or selling merchandise that includes that Content; and using that Content for any commercial purpose;
23. you will not infringe any Intellectual Property Rights that belong to third parties affected by your use of our Services or post User Content that does not belong to you;
24. you will not do anything on our Services that could be Objectionable to or could harm the reputation or Intellectual Property Rights of us or the VeVe Licensors;
25. you will not commercialize our Services or any information or software associated with our Services, except with our prior written permission;
26. you will not bid on domain names or terms in any search engine that mention VeVe or any of its derivatives and misspellings, VeVe with keywords such as but not limited to "VeVe coupons", "VeVe promos", "VeVe promotions";
27. you will not breach our privacy or confidentiality or the privacy or confidentiality of any User of our Services;
28. you will not create or register a security interest or encumbrance in or over any Collectible, your money in our bank account, our agent's bank account or your User Content;
29. you will not create the impression of a false market for any Collectible on the Market;
30. you will not manipulate the market for any Collectible on the Market;
31. you will not use a Collectible or our Services to breach any law or government;
32. you will not use a Collectible or our Services to circumvent any law or government;
33. you will not hide your true identity from us;
34. your funds are not from any crime or illegal source;
35. you will not help another person, entity, contractual arrangement, algorithm or device to do anything prohibited in clause 6.1(a) to 6.1(ah) above;
36. you will not attempt to perform any of the matters in clause 6.1(a) to 6.1(ai) above; and
37. your access, use and continued access and use of our Services is conditional on you providing us and our authorized agents with any information you may be asked for us to comply with applicable law and you consent to our holding or disclosing of this information for our legal compliance.

We may suspend or close your Account or restrict your access to our Services, or to all or certain of your Collectibles and/or your Tokens (as we in our sole discretion determine is appropriate in the circumstances) if (a) you breach any clause in these Terms of Use, including to avoid doubt, the matters set out at clause 6.1 above, (b) new law or regulation relating to Tokens is proposed or enacted that impacts on the Services or impacts on your or our rights and obligations under Terms of Use and/or in relation to the Tokens and/or Collectibles (c) termination or withdrawal of rights by VeVe Licensors that affect rights in relation to Collectibles that were previously granted; and (d) conduct by you is a violation of law or regulation. We may also restrict your access to our Services while we investigate any circumstances or conduct which we consider suggests that you may have breached any clause in these Terms of Use or are in violation of law or regulation.
If we restrict your access to our Services, we may limit your access indefinitely to viewing Collectibles you already hold. In such case, you will not be able to use the Feed, the Market, buy, sell, or transfer Collectibles. We may also restrict your access to our Services for the exclusive purpose of enabling you to sell or transfer your existing Collectibles (that you have not acquired in a manner that is connected to a breach of these Terms of Use). Once you complete this process, your Account could be suspended or terminated indefinitely. We can restrict other users’ access to our Services and suspend or terminate other Accounts if we determine at our discretion that an arrangement has been put in place to circumvent our power to restrict a user’s access to our Services and suspend or terminate an Account.
In the event that you purchase any Collectibles through the VeVe App in a manner that is in breach of these Terms of Use (for example, the use of a bot, emulator or other tool described in clause 6.1(o)) (Illegitimate Collectibles), in addition to our other rights under these Terms of Use, we may confiscate the Illegitimate Collectibles from you and you will receive no compensation. If you have already sold or transferred the Illegitimate Collectibles to another User, we may deduct from your Account the equivalent value of Gems or confiscate from your Account the equivalent value of other Collectibles and you will receive no compensation. For such purpose, the equivalent value in circumstances where the Illegitimate Collectibles have been sold shall be based on the sale price of the Illegitimate Collectibles or the Market value of the Illegitimate Collectibles at the relevant time (whichever is the higher) or where the Illegitimate Collectibles were transferred, the Market value of the Illegitimate Collectibles at the relevant time.
In the event of Account closure, to the maximum extent permitted by law, you irrevocably agree to transfer to us without compensation any Collectibles held within the relevant Account at any time at our option without notice following such Account closure. You irrevocably appoint us as your lawful attorney to effect any such transfer including executing any documentation or taking any other steps that may be necessary to give effect to clause 6.4 or this clause 6.5.
You indemnify us against all Loss you suffer or incur as a direct or indirect result of:
1. any actual or alleged claim by a third party that any User Content infringes the rights of that third party (including Intellectual Property Rights and privacy rights) or that any User Content is Objectionable, incorrect or misleading;
2. your failure to comply with these Terms of Use, including any failure of a person who accesses and uses the Services by using your Account; or
3. any Loss arising from or in connection with an actual or alleged breach by you of any legal or regulatory requirements which occurs in connection with a contract between you and any other user or as a result of any other relationship established through the Services.
You acknowledge and agree that all the terms of these Terms of Use, including but not limited to clauses 6.2, 6.3, 6.4, 6.5, 6.6, 13.5, 14.5, 15.4, 18.2, 18.3 and 18.6 are fair and reasonable, taking into account the legitimate interests of VeVe and the VeVe ecosystem, and the relevant fundamental objectives of the VeVe App as agreed under clause 6.8.
The User acknowledges that the fundamental objectives of the VeVe App include but are not limited to:
1. facilitating primary purchasing and secondary trading of Collectibles through the Services in a safe, equitable, fair and reliable environment that is materially free, to the fullest extent possible, from hacking, botting and other activities deemed illegitimate pursuant to these Terms of Use;
2. ensuring each User has a fair opportunity to participate in primary purchasing and secondary trading of Collectibles; and
3. safeguarding the structural and operational integrity of the Services, including the Software, Underlying Systems, Digital Property and any other Intellectual Property.

7. INTELLECTUAL PROPERTY

Our Intellectual Property

You agree that all right, title and interest (including all copyright, trade mark, service marks, and other Intellectual Property Rights of any kind, whether registered or unregistered) in our Services (whether present or future), and all Content is the property of Orbis Blockchain Technologies Limited, its licensors or their content suppliers (as applicable) and is protected by New Zealand, United States and international copyright and trademarks laws. Other than your User Content, we (and our licensors) own all proprietary and Intellectual Property Rights in the VeVe App, the Software and the Underlying Systems, including all information, data, text, graphics, artwork, photographs, trademarks, logos, sound recordings, videos and look and feel, and including any modification, enhancement or derivative work of any of the foregoing.
Subject to your compliance with these Terms of Use, we grant you a personal, non-commercial, non-exclusive, non-transferable, revocable, limited license (or sublicense, to the extent the Content was licensed to us) to download, view, display, and use the Content solely for your permitted use within our Services. You may not:
1. modify any Content;
2. use the Content to advertise or promote another product or service;
3. commercialize the Content, such as by incorporating it into another product or service; or
4. in any way attempt to obtain any intellectual property ownership rights in the Content.
"VEVE" and "VEVEVERSE" are all registered trademarks of Orbis Blockchain Technologies Limited or its licensors.

VeVe Licensors

AQUAMAN, ARROW, BATMAN, BATMAN & ROBIN, BATMAN BEGINS, BATMAN FOREVER, BATMAN RETURNS, THE DARK KNIGHT RISES, BATMAN: ARKHAM CITY, BATMAN: ARKHAM KNIGHT, BATMAN: ARKHAM ORIGINS, BATMAN V SUPERMAN: DAWN OF JUSTICE, BIRDS OF PREY, CYBORG, BLACK LIGHTNING, DC SUPER FRIENDS COLLECTION COMICS, DC SUPER HERO GIRLS, THE FLASH, GREEN LANTERN, INFINITE CRISIS, INJUSTICE 2, INJUSTICE: GODS AMONG US, JUSTICE LEAGUE ACTION, JUSTICE LEAGUE, SUPERGIRL, SUPERMAN, TEEN TITANS GO!, WONDER WOMAN, THE BATMAN, SUICIDE SQUAD, SUICIDE SQUAD 2 and all related characters and elements © & ™ DC Comics and Warner Bros. Entertainment Inc.
ADVENTURE TIME, POWERPUFF GIRLS, WE BARE BEARS, BEN 10 and all related characters and elements as well as all other Cartoon Network characters and related elements are trademarks of and © Cartoon Network.
JAMES BOND, 007, 007 Gun Logo and related James Bond Indicia © 1962-2022 Danjaq, LLC and Metro-Goldwyn-Mayer Studios Inc. JAMES BOND, 007, 007 Gun Logo and related James Bond Trademarks are trademarks of Danjaq, LLC. All Rights Reserved
MARVEL and all related characters and elements are trademarks of and © Marvel Brands LLC.
DISNEY and all related characters and elements are trademarks of and © DISNEY.
PIXAR and all related characters and elements are trademarks of and © Disney/Pixar.
STAR WARS and all related characters and elements are trademarks of and © Lucasfilm Ltd.

Collectibles

You acknowledge and agree that the Intellectual Property Rights in all Collectibles remain with the relevant VeVe Licensor. When you buy a Collectible using the Market or the Store:
1. You are buying the Token associated with the relevant Collectible through a transaction recording your ownership thereof on our nominated blockchain that includes a limited license to the Digital Property derived from the Intellectual Property Rights of the VeVe Licensor to the extent that, if you own the Token, you can access the Digital Property through the Token pursuant to these Terms of Use.
2. We grant you, for so long as you own that Collectible, a personal, non-commercial, non-exclusive, non-transferable (except as specifically provided in this clause), non-sublicensable, revocable, limited license to download, view, display, and use the Digital Property in that Collectible and its associated Content solely for your permitted use within the VeVe App, Showroom and Market, including reselling the Collectible on the Market in accordance with these Terms of Use and in accordance with the following terms and conditions:
  1. You agree that you will not, nor permit any third party to: (a) modify the Digital Property in any way; (b) use the Digital Property to advertise, market, or sell any third party product or service; (c) use the Digital Property in connection with images, videos, or other forms of media that depict hatred, intolerance, violence, cruelty, political matters, X-rated material, or anything else that could reasonably be found to constitute hate speech, infringe upon the rights of others, generally be considered untrue, defamatory, obscene, profane or indecent, or otherwise harm or be reasonably likely to harm VeVe’s (or any of VeVe Licensor’s) names, brands or reputation; (d) use the Digital Property in movies, videos, or any other forms of media, including without limitation the creation or minting of any new non-fungible tokens; (e) sell, distribute for commercial gain (including, without limitation, giving away in the hopes of eventual commercial gain), or otherwise commercialize merchandise that includes, contains, or consists of Digital Property; (f) attempt to trademark, copyright, or otherwise acquire any intellectual property rights in or to the Digital Property; or (g) otherwise utilize the Digital Property for your or any third party’s commercial benefit or personal gain (e.g. crowd-funding or similar activities).
  2. This limited license applies only to the extent that you continue to own the Token.
  3. You also agree to comply with all applicable law in using, selling, or transferring the Token and your use of the associated Digital Property.
  4. If at any time you sell, swap, donate, give away, transfer, or otherwise dispose of your Token for any reason through any means, your rights under this limited license will immediately be revoked and expire with respect to the Digital Property associated with this Token without the requirement of notice, and you will have no further rights in or to such Digital Property.
  5. Any violation of the terms of this limited license automatically voids the rights granted to you hereby.
  6. You acknowledge and agree that as between you and VeVe or the VeVe Licensors, VeVe or the VeVe Licensors own or control all legal right, title and interest in and to the Digital Property and all Intellectual Property Rights therein. The rights that you have in and to the Digital Property are limited to those described in this limited license. Except as specifically provided in this limited license, you will have no rights in or to the Digital Property.
  7. You also understand and agree that neither VeVe nor any of the VeVe Licensors are liable in case of any inability for you to access the Digital Property for any reason, including as a result of any downtime, failure, obsolescence, removal, termination or other disruption relating to the storage of or access to any Digital Property. VeVe may use or implement technical measures with respect to the security of the Digital Property and you will not take any action to interfere with, circumvent, disable or otherwise obstruct any such security-related features or other digital rights management functions associated with the Digital Property or reverse engineer or take any other action that may affect the technology associated therewith.
3. For the avoidance of doubt, your ownership, possession or control of a Token does not provide you any ownership, copyright, title or similar interest in any Digital Property.
4. Each VeVe Licensor is a third party beneficiary of these Terms of Use, and, upon your acceptance, every VeVe Licensor as a third party beneficiary thereof will have the right (and will be deemed to have accepted the right) to enforce these Terms of Use against you.
5. Your ownership of a Collectible does not include any rights to the Digital Property except as expressly provided in these Terms of Use.

When you sell a Collectible through the Market in accordance with these Terms of Use, the license of the Digital Property in the Collectible (set out in clause 7.12(b)) transfers to the new owner of that Collectible, and your license expires with immediate effect.
The VeVe Licensor’s underlying rights in the Digital Property will be unaffected when you complete a transaction in the Market or Store via the VeVe App or Website. Neither we nor the VeVe Licensor offer to sell or license (except as expressly set out in clause 8) the Intellectual Property Rights in the Digital Property or associated Content. You must notify us immediately if you become aware of any actual or potential breaches of Intellectual Property Rights relating to your Account.
You:
1. must not modify any Collectible (including, to avoid doubt, the Token or the Digital Property associated with the Collectible);
2. must not use any Collectible or associated Content to advertise, market or sell a product or service, or as a basis for a securities product;
3. agree not to remove, alter, or obscure any copyright, trademark, service mark, or other proprietary rights notices incorporated in or accompanying the Collectible.
You acknowledge that some VeVe Licensors may in certain circumstances have the right to require that Digital Property containing such VeVe Licensor’s Intellectual Property Rights be transferred to a different platform through which the relevant User will be able to continue to access and use the Digital Property. We may disclose the personal information of any impacted Users to any such VeVe Licensor and any such VeVe Licensor may contact impacted Users for the purpose of enabling the ongoing access and use of the Digital Property.

User Content

Title to, and all Intellectual Property Rights in, the User Content (as between the parties) remains your property. By making any User Content available through our Services you grant to us a non-exclusive, fully paid up, transferable, sub-licensable, worldwide, irrevocable, royalty-free, perpetual license, to use, store, copy, modify, create derivative works based upon, publicly display, publicly perform, market, promote and distribute your User Content for any purpose in connection with operating and providing our Services and Content to you and to others. By accepting these Terms of Use, you allow us to benefit freely from the above rights, including but not limited to:
1. the right to reproduce User Content by any means and in any form;
2. the right to publicly or privately broadcast or make available the User Content (or any product incorporating the User Content), free of charge in all places by any means or process known or unknown at the present time, and in particular via Internet, pay per view, pay per play, visual and audio, theatrical or television broadcasting, DVD or Blu-ray, and print;
3. the right to use the User Content for demonstration, promotion and advertising for all our Services; and
4. the right to produce or order the production of any new product or service from the User Content or from any product incorporating or exploiting the User Content, either reproduced as it stands or modified by us or by any outside party of its choice.
To the extent that you create any User Content on our sites or our Services (for example by uploading a display picture, wall posts or through interactions with other users), you grant us a non-exclusive, worldwide, transferable, royalty-free, irrevocable and sublicensable license to exercise all Intellectual Property Rights you have in that User Content including host, use, distribute, modify, run, copy, publicly perform or display, translate and create derivative works of your User Content. To the fullest extent permitted under applicable law, you waive your right to enforce your Intellectual Property Rights in that User Content against us, our assignees, our sublicensees, and their assignees in connection with our, those assignees', and those sublicensees' use of that User Content in connection with our provision, expansion, and promotion of our Services.
Without limiting clauses 7.17 and 7.18, you acknowledge that we may use User Content for our internal research, analytical and product development purposes, to conduct statistical analysis and identify trends and insights (on an anonymized and aggregated basis) and for our internal reporting requirements (and these rights will survive termination and expiration of these Terms of Use).
You represent and warrant that, for all such User Content you provide, you own or otherwise control all necessary rights to do so and to meet your obligations under these Terms of Use. You represent and warrant that such User Content is accurate. You represent and warrant that use of any such User Content (including derivative works) by us, our users, or others in contract with us, and in compliance with these Terms of Use, does not and will not infringe any law or regulation or any Intellectual Property Rights of any third party. We take no responsibility and assume no liability for any content provided by you or any third party. To the extent permitted by law, you also agree and undertake that you will not exercise your moral rights (or equivalent rights under applicable laws), such as your right to be identified as the author of any of the User Content, against us or any third party designated by us.
You must ensure you have obtained all necessary consents for us to access, collect, hold, process and distribute the User Content as described in these Terms of Use.

DMCA Notice and Procedure for Copyright Infringement Claims

As we ask others to respect our intellectual property rights, we respect the intellectual property rights of others. We, in appropriate circumstances, may remove from the Services information that might infringe the intellectual property rights of others.
1. Procedure for Reporting Copyright Infringements
  If you believe your work has been used or copied in a way that constitutes copyright infringement and such infringement is occurring on the VeVe Services, you may submit a notification pursuant to the Digital Millennium Copyright Act ("DMCA") by providing our Designated Agent with the following information in writing (see 17 U.S.C 512(c)(3) for further detail):
  - An electronic or physical signature of the person authorized to act on behalf of the owner of the copyright's interest;
  - A description of the copyrighted work that you claim has been infringed, including the URL (i.e., web page address) of the location where the copyrighted work exists or a copy of the copyrighted work;
  - Identification of the URL or other specific location on the VeVe Services where the material that you claim is infringing is located; your address, telephone number, and E-mail address;
  - A statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law; and
  - A statement by you, made under penalty of perjury, that the above information in your notice is accurate and that you are the copyright owner or authorized to act on the copyright owner's behalf.
  You acknowledge that if you fail to comply with all of the requirements of this section, your DMCA notice may not be valid and we will have no obligation to respond or acknowledge receipt of your notice. Please note that you will be liable for damages (including costs and attorneys' fees) if you misrepresent or make bad faith claims that any material on the VeVe Services infringes your copyrights. You can contact our Designated Agent via e-mail at vevelegal@veve.me.
  
  THE DESIGNATED AGENT SHOULD BE CONTACTED ONLY IF YOU BELIEVE THAT YOUR WORK HAS BEEN USED OR COPIED IN A WAY THAT CONSTITUTES COPYRIGHT INFRINGEMENT AND SUCH INFRINGEMENT IS OCCURRING ON THE VEVE SERVICES. ALL OTHER INQUIRIES DIRECTED TO THE DESIGNATED AGENT WILL NOT RECEIVE A RESPONSE.
2. Receipt of Proper Infringement Notification
  Once a proper bona fide infringement notification has been received by the Designated Agent, it is VeVe's policy:
  - To remove or disable access to the infringing content;
  - To notify the content provider, member, or user ("Content Provider") that it has removed or disabled access to the content; and
  - That repeat offenders will have the infringing content removed from the system and that we may terminate such Content Provider's access to the VeVe Services.
3. Procedure to Supply a Counter-Notice to the Designated Agent
  If the Content Provider believes that the content that was removed or to which access was disabled is either not infringing or the Content Provider believes that it has the right to post and use such content, the Content Provider may send the Designated Agent a counter-notice, which must contain the following:
  - Content Provider's contact information, including full legal name (not that of a company) of the submitter, an email address, a physical address, and a phone number.
  - The location, including any URL, of the content that has been removed or disabled.
  - The following statement, to which Content Provider must agree: "I consent to the jurisdiction of the Federal District Court for the district in which my address is located, or if my address is outside of the United States, the judicial district in which we are located, and will accept service of process from the claimant."
  - The following statement: "I swear, under penalty of perjury, that I have a good faith belief that the material was removed or disabled as a result of a mistake or misidentification of the material to be removed or disabled."
  - A physical or electronic signature. To satisfy this requirement, Content Provider may type the submitter's full legal name (not that of a company) at the bottom of your electronic counter-notification.
  If a counter-notice is received by the Designated Agent, we may send a copy of the counter-notice to the original complaining party informing that person that it may replace the removed content or cease disabling it in ten business days.
  If we do not receive notice within ten business days that the original complaining party is seeking a court order to prevent further infringement of the content, we may replace or cease disabling access to the material that was removed. The decision to replace or cease disabling access to any content is at our sole discretion.

8. THE MARKET

When you access and use the Market, we act as an intermediary for Users of the Market to transact, and are not a party to any agreement to buy or sell the Collectibles Listed on the Market. When a User purchases a Collectible and a User agrees to provide that Collectible, they are entering into an agreement directly with each other. We do not act as an agent for any User.
As we are not a party to the transaction, any interaction between you and another User, including any agreement entered into between you and another User, is a matter directly between you and them only. Other than our obligations set out in these Terms of Use, you agree that we:
1. are not liable to you for the accuracy of any Listing, or any failure by a User to comply with these Terms of Use or any other legal obligation;
2. are not liable or responsible for any guarantees or assurances made by the seller of any listing on the VeVe App;
3. have not made, and do not make any representation, guarantee or warranty that any Collectible will meet your requirements or expectations;
4. are not liable or responsible for any increase or decrease in value of any Collectible. We have not made, and do not make, any promises (whether explicit, implied or otherwise) as to the value of any Collectible, including whether the value of the Collectible will increase or decrease in the future. The price of collectible assets can be volatile and subjective, and we cannot guarantee that any Collectibles purchased will retain any value, which may depend on a number of inherently subjective factors beyond our control, including the desirability of a particular Collectible; and
5. will not be responsible for the negligence or misconduct of other Users (including where another User has attempted to defraud you, doesn’t have the right to sell a Collectible to you, or fails to complete a transaction.)
Listing: Where you list a Collectible for sale in the Market you accept that any sale of the Collectible will be final, and that you will not be able to cancel the sale or retain ownership in the Collectible. You enter into a legally binding contract to purchase a Collectible when you commit to buy a Collectible at the Price, your offer for a Collectible is accepted by the seller for a Price or if you have the winning bid in an auction.
Auctions:
1. You must only place a bid on an auction if you intend to buy the Collectible at a Price. You cannot revoke a bid once it is placed.
2. Where a Collectible is sold by auction and you place the winning bid, you will be obliged to complete the purchase of the Collectible at the Price and you will not be able to cancel your offer or negotiate a different Price once your bid has been lodged.
3. You agree not to engage in any shill bidding (i.e. placing, or organizing someone to place, fake bids to manipulate price, desirability or the search position of your listing).
4. Where we reasonably believe that you have engaged in shill bidding or you have placed inflated bids that disrupt an auctions or you have placed the winning bid in an auction and do not complete the purchase, we may restrict your access to the Market (or in the case of serious or multiple offences, also in relation to other Services (at our sole discretion)).
Prices specified on the Market are set by the User offering the Collectible for sale. Prices are in Gems. We do not make any warranty or representation that Prices set by Users of the Market are reasonable or reflect the value of a Collectible. We will not provide any refunds or reimbursements for any reason.

9. THE STORE

Subject to you paying the Price for the Collectible, when you purchase a Collectible from the Store, you purchase the Token associated with that Collectible in accordance with clause 7.12.
We may withhold a certain number of units of each set of Collectibles we release in the Store for uses such as marketing and promotional activities.

10. PROMOTIONAL CODES

We (or we together with a VeVe Licensor or partner) may from time to time run promotions as part of which certain Users will receive a promotional code which can be redeemed by such Users through the Profile section of the App for a free Collectible (as specified by us in relation to the particular promotion). The terms may vary between promotions and will be notified at the time of each promotion.

11. MOBILE DEVICES

The following contractual terms apply to you based on the Device the VeVe App is installed on:
1. iOS – Apple
  1. These Terms of Use are an agreement between you and us, and not with Apple LLC, its subsidiaries or its affiliates (“Apple”). Apple is not responsible for the VeVe App and the content thereof.
  2. We grant you the right to use the VeVe App only on an iOS device that you own or control and as permitted by the App Store Terms of Service.
  3. Apple has no obligation whatsoever to furnish any maintenance and support services with respect to the VeVe App.
  4. Apple is not responsible for the investigation, defense, settlement, and discharge of any third party intellectual property infringement claim.
  5. Apple is not responsible for addressing any claims by you or any third party relating to the VeVe App or your possession and/or use of the VeVe App, including but not limited to: (a) product liability claims; (b) any claim that the VeVe App fails to conform to any applicable legal or regulatory requirement; and (c) claims arising under consumer protection or similar legislation.
  6. In the event of any failure of the VeVe App to conform to any applicable warranty, you may notify Apple, and Apple may refund the purchase price under the App Store Terms of Service, if applicable, for the VeVe App to you; and to the maximum extent permitted by applicable law, Apple will have no other warranty obligation whatsoever with respect to the VeVe App.
  7. Apple is a third party beneficiary of these Terms of Use, and, upon your acceptance, Apple as a third party beneficiary thereof will have the right (and will be deemed to have accepted the right) to enforce these Terms of Use against you.
2. Android – Google
  1. These Terms of Use are an agreement between you and us, and not with Google LLC, its subsidiaries or its affiliates (collectively, “Google”). Google is not responsible for the VeVe App and the content thereof.
  2. We grant you the right to use the VeVe App only on an Android compatible device that you own or control and as permitted by the Google Play Terms of Service.
  3. Google has no obligation whatsoever to furnish any maintenance and support services with respect to the VeVe App.
  4. Google is not responsible for the investigation, defense, settlement, and discharge of any third party intellectual property infringement claim.
  5. Google is not responsible for addressing any claims by you or any third party relating to the VeVe App or your possession and/or use of the VeVe App, including but not limited to: (a) product liability claims; (b) any claim that the VeVe App fails to conform to any applicable legal or regulatory requirement; and (c) claims arising under consumer protection or similar legislation.
  6. In the event of any failure of the VeVe App to conform to any applicable warranty, you may notify Google, and Google may refund the purchase price under the Google Play Terms of Service, if applicable, for the VeVe App to you; and to the maximum extent permitted by applicable law, Google will have no other warranty obligation whatsoever with respect to the VeVe App.
  7. Google is a third party beneficiary of these Terms of Use, and, upon your acceptance, Google as a third party beneficiary thereof will have the right (and will be deemed to have accepted the right) to enforce these Terms of Use against you.

12. FEES AND PAYMENT

Payments for Collectibles (through both the Store and Market) can be made with Gems
Payments for Gems can be made:
1. through the Website using credit cards (or other payment methods approved by us); or
2. through the VeVe mobile application using Apple or Google's in app payment services.
Prices for Collectibles are in Gems.
You will be charged the Price (including any Fees set out on our Fees page) for any Collectibles purchased either from the Store or from the Market. Any purchases made on our Services (for Collectibles, premium content, features, Gems or otherwise) are final and non-refundable, and you are advised to double check before making any purchases.
Any funds that you transfer to your App Wallet, or that are received by us from buyers for the sale of your Collectibles on the Market, will be placed into our bank account or our agent's bank account and held on trust for you on the relevant terms set out in these Terms of Use (less any Fees charged in accordance with these Terms of Use), until you:
1. use the funds to pay for Collectibles or Services on the VeVe App; or
2. instruct us to transfer the funds to your nominated bank account.
You authorize us to deduct our Fees from funds held on trust and retain any interest earned on the funds held on trust.
There is no charge for downloading our VeVe App but you will need an internet connection. You are responsible for all associated charges from your internet or mobile network providers.
By using our Services, you accept that it is your responsibility to calculate and pay:
1. any taxes applicable to any transactions you conduct on our Services. We accept no responsibility for, nor make any representation in respect of, your tax liability;
2. any fees associated with your payment method of choice; and
3. any currency conversion fees.
We may change, modify or increase the Fees we charge for our Services from time to time by giving 30 days' notice. We will notify you of any increase and the effective date of the increase by emailing you at the email contact address that you have most recently supplied to us. If you do not wish to pay the increased Fees, you may request removal of your Account. If you do not remove your Account before the effective date of the increase, you are deemed to have accepted the increased Fees.
Banks and other credit or debit card issuers may offer a dispute process for credit or debit card payments. If your bank or issuer determines that a transaction on the Market should be refunded (a Chargeback) and you are the seller, we will give effect to the Chargeback by debiting your App Wallet. Where we give effect to the Chargeback, you agree to indemnify us against any costs incurred as a result of the Chargeback, and authorize us to debit your App Wallet for the amount of any such costs. If your App Wallet contains insufficient funds for the Chargeback or our costs and we are unable to debit your App Wallet, this will create a debt between us and you and we may restrict some VeVe App functionality.

13. GEMS AND GEM WITHDRAWALS

Our VeVe App uses Gems as its currency. Gems in your App Wallet represent your funds that we hold on trust on the relevant terms set out in these Terms of Use. Please note that:
1. Gems are not securities.
2. VeVe does not accept or hold deposits from customers and is not a bank.
3. VeVe does not insure customer funds it holds (or the Collectibles themselves).
4. VeVe is not a money transmitter under any law. We work with appropriate third parties who process payments for Gems and Gem withdrawals.
Gems may only be purchased through our Services. You may not purchase, sell or otherwise agree to the transfer of Gems "off market". For example, you may not make or accept payment for Gems outside of the VeVe App where the Gems are transferred by way of the sale of a Collectible in the Market. Evidence of engaging in off market Gem transactions includes (1) repeated sales and/or purchases of Collectibles at a higher value than Expected Value, or (2) a sale and/or purchase of a Collectible at a significantly higher value than Expected Value. "Expected Value" means the expected sale price of the Collectible as determined by Orbis taking into account current market prices, significance of the mint number and other factors we consider relevant. If you dispute the determination we make you may submit evidence to VeVe Support justifying the higher value for our consideration.
We may permit a User to withdraw Gems from their App Wallet after we and the Payout Provider complete due diligence on the User. These Users consent to the Payout Provider and VeVe completing due diligence and processing Gem withdrawals.
If you meet all applicable requirements and are permitted to withdraw Gems, the Gems will in accordance with your instructions be transferred from your App Wallet and paid out by the Payout Provider in the available currencies to the account nominated by you. The Payment Provider is wholly responsible for the withdrawal service.
We may refuse, cancel or disable withdrawal requests any time.
Please visit https://www.veve.me/veve-fees for details of the Fees and further conditions and requirements that apply in relation to Gem withdrawals (as updated by us from time to time).
We are using a phased approach for the beta rollout of Gem withdrawals meaning the Gems withdrawals are only available to Users selected by us for the particular phase.

14. TRUST TERMS

For the purposes of clauses 14 and 15, the following capitalised terms will have the following meaning:
1. ACT means the Trusts Act 2019 (New Zealand);
2. DEFAULT means any breach of these Terms of Use by the User;
3. FUNDS means the matching amount of fiat currency amount equivalent to the number of Gems held by the User in its Account, on a one USD, one Gem basis;
4. BENEFICIARY means the User;
5. RESERVE BENEFICIARY means a beneficiary that has a contingent beneficial interest in the Trust that arises only in the circumstances where the original Beneficiary has forgone, forfeited or lost its beneficial interest in the Trust pursuant to these Terms of Use, or such beneficial interest in the Trust having lapsed pursuant to these Terms of Use, or otherwise in circumstances where there is no other living beneficiary that is entitled to the Beneficiary's beneficial interest in the Trust pursuant to these Terms of Use. The User acknowledges that the Reserve Beneficiary is Orbis Blockchain Technologies Limited (or its nominee);
6. TRUST means the trust established for each User in relation to the Funds pursuant to this clause 14 and governed by these Terms of Use; and
7. TRUSTEE means Orbis Blockchain Technologies Limited.
By purchasing a Gem, the User directs the Trustee to hold the matching Funds, on its behalf as the Beneficiary, on trust on the terms set out in these Terms of Use. The Trustee acknowledges and agrees to hold the Funds on trust on behalf of the User as Beneficiary on the terms set out in these Terms of Use.
The Trustee hereby agrees that it will, and the User expressly authorizes the Trustee to:
1. hold the Funds on trust on behalf of the User as Beneficiary subject to the terms set out in these Terms of Use;
2. whenever the User uses Gems (including, but not limited to, when purchasing Collectibles from the Store, purchasing or selling Collectibles through the Market, or otherwise applying Gems for any purpose contemplated by these Terms of Use), transfer the User's beneficial title to the relevant matching Funds to the recipient of the Gems; and
3. whenever the User withdraws Gems (subject to the Terms of Use including the User's compliance with any withdrawal requirements including under clause 13), transfer the matching Funds to the User.
The User as Beneficiary acknowledges that, subject to these Terms of Use, the Trustee will act on instructions issued by the User in accordance with clause 5.4. The Trustee will have no obligation to verify or take any steps to verify any instructions actually or ostensibly sent by or on behalf of the User in accordance with clause 5.4 (regardless of whether it was actually issued by the User or not), and will have no liability for any loss suffered by the User from the Trustee having acted accordingly.
The User as Beneficiary agrees and acknowledges that, in the event of a Default, it irrevocably:
1. directs and authorizes the Trustee to deduct any such amount of Funds that the Trustee deems necessary to compensate or indemnify the Trustee, VeVe and/or any other User of the Services for any loss or damage caused to the Trustee, VeVe and/or any other User as a result of the Default in accordance with these Terms of Use, and apply such Funds in any manner the Trustee sees fit at its sole discretion;
2. directs and authorizes the Trustee to deduct any such amount of Funds that the Trustee deems necessary for VeVe to enforce and/or promote the fundamental objectives of the VeVe App set out in clause 6.8, and apply such Funds in any manner the Trustee sees fit at its sole discretion; and
3. directs and authorizes the Trustee to deduct any such amount of Funds that the Trustee deems necessary to protect itself against any present or future costs, expenses, losses, damages, liability (whether actual, potential, or contingent), penalties, or taxes that may arise as a result from such Default, and apply such Funds in any manner the Trustee sees fit at its sole discretion; and
4. forfeits, and will be deemed to have foregone, any further beneficial interest in the Trust.
The Beneficiary agrees that, to the fullest extent permitted by law, sections 29 to 38 of the Act are excluded and do not apply to this Trust established pursuant to these Terms of Use.
The Trustee acknowledges that it will hold the Funds as trustee for the Beneficiary on the terms set out in these Terms of Use. The User agrees and acknowledges that the Trustee may:
1. act as the provider of the Services in accordance with the Terms of Use;
2. act as an officer to monitor, administer and regulate activities of all Users within the Services and take any actions it deems to promote a safe, equitable, fair and reliable marketplace for all Users;
3. act as an owner, licensee or licensor of certain assets (including, without limitation, of the Services, Software, Underlying Systems, Digital Property or other Intellectual Property) relating to the Services;
4. be financially compensated directly or indirectly through the Services or Terms of Use;
5. be the Reserve Beneficiary; or
6. otherwise be related to (as that term is understood in the Companies Act 1993), or associated with, any other entity that is or provides any or all of the above, or director, officer or employee of, a shareholder of, or consultant or advisor to, such entities.
The Trustee shall, at any time at its sole discretion, be entitled to revoke the trust arrangements under these Terms of Use or to appoint a new trustee to carry on the trust arrangements on the same terms as these Terms of Use (mutatis mutandis). Where the Trustee revokes the trust arrangements or appoints a new trustee, the Trustee shall notify the User and take all steps that may be necessary to transfer legal title to the Funds to the User (subject to the Terms of Use including the User's compliance with any withdrawal requirements including under clause 13) or a new trustee appointed pursuant to these Terms of Use.
In consideration of the Trustee holding the Funds on behalf of the User on the terms set out in these Terms of Use, the User hereby, to the fullest extent permitted by law, indemnifies and agrees to hold harmless the Trustee and undertakes to keep the Trustee at all times fully and effectively indemnified from and against all costs, expenses, losses, damages, liability or other amounts (Liability) imposed on, sustained, incurred, suffered by, or asserted against the Trustee however and whenever arising directly or indirectly from the execution or non-execution by the Trustee of any powers set out in these Terms of Use except where such Liability arises as a result of gross negligence, fraud or willful misconduct by the Trustee in its capacity as Trustee.

15. DEATH

In the event that VeVe is notified of the User's death, VeVe has the right to suspend the User's Account pending VeVe's determination of the User's executor(s) or administrator(s), heir(s), beneficiary or beneficiaries, successor(s), personal representative(s) or such other person(s) entitled to deal with or benefit under the User's estate pursuant to these Terms of Use.
VeVe may, upon receipt of evidence of the User's death, evidence of a grant of probate or administration of the User's estate in accordance with the laws of New Zealand (including the filing of non-New Zealand grants of probate, administration or similar with the High Court of New Zealand), and any other matters, documents or evidence necessary or satisfactory to VeVe at its sole discretion, and subject to clause 15.3 and 15.4, the relevant executor(s) or administrator(s), heir(s), beneficiary or beneficiaries, successor(s), personal representative(s) or such other person(s) entitled to deal with or benefit under the User's estate registering a new Account in compliance with these Terms of Use, and any other terms within the Terms of Use, transfer to the relevant executor(s) or administrator(s), heir(s), beneficiary or beneficiaries, successor(s), personal representative(s) or such other person(s) entitled to deal with or benefit under the User's estate as authorized by the relevant grant of probate or administration of the User's estate in accordance with the laws of New Zealand.
VeVe and the Trustee take no responsibility and have no liability in relation to the administration, transmission or transfer of the User's estate to relevant executor(s) or administrator(s), heir(s), beneficiary or beneficiaries, successor(s), personal representative(s) or such other person(s) entitled to deal with or benefit under the User's estate. VeVe and/or the Trustee shall effect the relevant transfer of User's Gems and Collectibles, on the basis that the User and the relevant executor(s) or administrator(s), heir(s), beneficiary or beneficiaries, successor(s), personal representative(s) or such other person(s) entitled to deal with or benefit under the User's estate, are deemed to have agreed to indemnify (jointly and severally with the User) VeVe and the Trustee for any present or future costs, expenses, losses, damages, liability, penalties, or taxes that may arise as a result of, or in connection with, the administration, transmission or transfer of the User's estate to the relevant executor(s) or administrator(s), heir(s), beneficiary or beneficiaries, successor(s), personal representative(s) or such other person(s) entitled to deal with or benefit under the User's estate, on the terms set out in these Terms of Use.
Notwithstanding anything to the contrary in these Terms of Use, VeVe and/or the Trustee have the right to retain, withhold or deduct any such amount of Gems or Funds that VeVe and/or the Trustee deem necessary to protect VeVe and/or the Trustee against any present or future costs, expenses, losses, damages, liability (whether actual, potential, or contingent), penalties, or taxes that may arise as a result of the User's death, and apply such Funds in any manner the Trustee sees fit at its sole discretion.

16. SECURITY

While we take all reasonable steps to ensure that your Collectibles and User Content are secure, you are responsible for the security and system integrity of your Account, Device and your associated connection to the internet. You acknowledge and agree all Collectibles are associated with Tokens on our nominated blockchain, a distributed ledger network operated by several parties independent to us. The security of the Collectibles depends on the security of the network. You accept and consent to us deciding which Collectibles will become associated with Tokens on another network in our discretion. The security of the Collectibles would depend on the security of that network.
You must exercise every possible care to ensure the safety of your Account and Device by taking all reasonable care to prevent loss, theft, unauthorized, criminal or fraudulent use. That includes:
1. not allowing anyone else to use your Device;
2. keeping your login details secret and unique;
3. locking your Device when it is not in use; and
4. ensuring you have set up password access to your Device and it is active.
If you become aware or suspect that your login credentials to our Services have been compromised in any way, you must immediately notify us and also cease using our Services and uninstall and delete the VeVe App.
You must take all reasonable precautions to protect the value of your Collectibles to you including insuring your Collectibles.

17. THIRD PARTY WEBSITES OR RESOURCES

The Services may contain links to third party websites or resources. We provide these links only as a convenience and we are not responsible for the content, products, or services on or available from those websites or resources, or links displayed on such websites. To the extent permitted under applicable law, you acknowledge sole responsibility for and assume all risk arising from, your use of any third party websites or resources, we do not endorse or support any third party website content nor are we responsible for what is contained on such third party websites.
We are not responsible for the availability or quality of third party services, including cell phone networks, hotspots, wireless internet and other services. Such third party services may affect your ability to utilize our Services and you hereby waive and release us and any other party involved in creating or delivering our Services from Loss or liability which may arise out of, result from, or relate in any way to such third party services.
Through the use of web services and APIs, the VeVe App may interact with a range of third party service features. We do not make any warranty or representation on the availability or performance of those features. Without limiting the previous sentence, if a third party feature provider ceases to provide that feature or ceases to make that feature available on reasonable terms, we may cease to make that feature available to you. To avoid doubt, if we exercise our right to cease the availability of a third party feature, you are not entitled to any refund, discount or other compensation.

18. TERMINATION

You may cease using the Services at any time by requesting removal of your Account from the VeVe App. If you do this, these Terms of Use and your right to access and use the Services will terminate immediately.
We may refuse to create an Account for you, or close your Account and terminate, suspend or modify your access to our Services at any time, for whatever reason, without prior notice or reason given to you.
We may, at our sole discretion and for whatever reason, change, modify, suspend or discontinue any of our Services, including the provision of the VeVe App, the Store or the Market, at any time without prior notice or reason given to you.
Termination of these Terms of Use does not affect either party’s rights and obligations that accrued before that termination.
Clauses which, by their nature, are intended to survive termination of your right to access and use the Services, including clauses 1.2 1.4, 6, 7, 12.5, 12.10, 18, 19 and 20, and 21.1 to 21.8.
No compensation is payable by us to you as a result of termination of these Terms of Use for whatever reason, and you will not be entitled to a refund of any amount that you have already paid to us. Once an Account is closed, any beneficial interests of the User arising from or under, in connection with or otherwise contemplated by these Terms of Use and/or the use of the Services will lapse.

19. WARRANTIES, LIABILITY AND DISCLAIMERS

TO THE EXTENT PERMITTED UNDER APPLICABLE LAW, OUR SERVICES ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS, WITHOUT WARRANTY OR REPRESENTATION OF ANY KIND TO THE MAXIMUM EXTENT PERMITTED BY LAW, WE DISCLAIM AND EXCLUDE ALL IMPLIED WARRANTIES, INCLUDING, BUT NOT LIMITED TO, ANY WARRANTIES OF NON-INFRINGEMENT, AND DO NOT WARRANT THAT THE SERVICES (INCLUDING, TO AVOID DOUBT, THE APPLICATION) WILL BE:
1. UNINTERRUPTED, SECURE, OR ERROR-FREE (INCLUDING FREE FROM VIRUSES OR OTHER MALICIOUS CODE);
2. CAPABLE OF QUIET ENJOYMENT, OF MERCHANTABLE QUALITY, FIT FOR A PARTICULAR PURPOSE, OR NON-INFRINGING; OR
3. COMPATIBLE WITH YOUR DEVICE.
TO THE FULLEST EXTENT PERMITTED BY LAW, WE ARE NOT LIABLE FOR ANY LOSS, LOST PROFITS, LOSS OF DATA, LOSS OF GOODWILL, COSTS, COSTS OF SUBSTITUTE SERVICES, LIABILITY, EXPENSES (INCLUDING REASONABLE ATTORNEY/CLIENT FEES) OR DAMAGES (INCLUDING DIRECT OR INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, EXEMPLARY OR CONSEQUENTIAL) ARISING FROM OR IN RELATION TO:
1. YOUR ACCESS TO OR USE OF (OR INABILITY TO ACCESS OR USE) OUR SERVICES;
2. ANY COMMUNICATIONS, INTERACTIONS, OR MEETINGS WITH OTHER USERS OF OUR SERVICES OR PERSONS WITH WHOM YOU COMMUNICATE OR INTERACT AS A RESULT OF YOUR USE OF OUR SERVICES;
3. A SUSPENSION OR OTHER ACTION TAKEN WITH RESPECT TO YOUR ACCOUNT;
4. ANY ACT OR OMISSION OF A THIRD PARTY, INCLUDING NEGLIGENT, MALICIOUS OR WILFUL ACTS OR OMISSIONS;
5. TELECOMMUNICATIONS UNAVAILABILITY, INTERRUPTION, DELAY, FAILURE OR FAULT;
6. OUR DECISION TO CHANGE, MODIFY, SUSPEND OR DISCONTINUE ANY OF OUR SERVICES;
7. MAINTENANCE OR REPAIRS CARRIED OUT BY US OR ANY THIRD PARTY SERVICE PROVIDER IN RESPECT OF ANY SYSTEMS USED IN CONNECTION WITH THE PROVISION OF OUR SERVICES, WHETHER THESE LEAD TO DELAYS OR DISRUPTIONS IN OUR SERVICES OR NOT; OR
8. ANY FORCE MAJEURE EVENT,
9. WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY, OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, EVEN IF A LIMITED REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE. SHOULD A COURT NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY IN THIS USER AGREEMENT, SO THE FOREGOING LIMITATION OF LIABILITY SHALL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW.
YOU ASSUME ALL RISKS RELATING TO YOUR USE OF OUR SERVICES WHICH INCLUDES THE RISKS GENERALLY LINKED TO USE OF THE INTERNET, MOBILE OR DESKTOP APPS, BLOCKCHAIN TECHNOLOGY, CYBERSECURITY, LICENSES, MARKETPLACES, REGULATION AND YOUR ONLINE OR OFFLINE COMMUNICATIONS AND INTERACTIONS WITH OTHER USERS OF OUR SERVICES AND WITH OTHER PERSONS WITH WHOM YOU COMMUNICATE OR INTERACT AS A RESULT OF YOUR USE OF OUR SERVICES. YOU UNDERSTAND THAT WE DO NOT SCREEN OR INQUIRE INTO THE BACKGROUND OF ANY USERS OF OUR SERVICES. WE MAKE NO REPRESENTATIONS OR WARRANTIES AS TO THE CONDUCT OF USERS OF OUR SERVICES. YOU AGREE TO TAKE REASONABLE PRECAUTIONS IN ALL COMMUNICATIONS AND INTERACTIONS WITH OTHER USERS OF OUR SERVICES AND WITH OTHER PERSONS WITH WHOM YOU COMMUNICATE OR INTERACT AS A RESULT OF YOUR USE OF OUR SERVICES, PARTICULARLY IF YOU DECIDE TO MEET OFFLINE OR IN PERSON.
THE VEVE APP IS CONTROLLED OR OPERATED FROM NEW ZEALAND AND IS NOT INTENDED TO SUBJECT VEVE TO ANY NON-NEW ZEALAND JURISDICTION OR LAW (OTHER THAN AS EXPRESSLY STATED IN THESE TERMS OF USE). ALTHOUGH VEVE APP MAY BE ACCESSIBLE WORLDWIDE, THE APP MAY NOT BE APPROPRIATE OR AVAILABLE FOR USE IN SOME NON-NEW ZEALAND JURISDICTIONS, AND WE MAKE NO REPRESENTATION THAT MATERIALS THEREON ARE LAWFUL, APPROPRIATE OR AVAILABLE FOR USE IN LOCATIONS OUTSIDE NEW ZEALAND AND ACCESSING THEM FROM TERRITORIES WHERE ITS CONTENT OR YOUR PARTICIPATION ON THE VEVE APP IS ILLEGAL IS STRICTLY PROHIBITED. THOSE WHO CHOOSE TO ACCESS THE VEVE APP FROM THE OTHER LOCATIONS OUTSIDE NEW ZEALAND DO SO ON THEIR OWN RISK AND MUST COMPLY WITH ALL LOCAL LAWS INCLUDING BUT NOT LIMITED TO TAX AND SECURITIES LAWS. WE MAY LIMIT THE VEVE APP'S AVAILABILITY AT ANY TIME, IN WHOLE OR IN PART, TO ANY PERSON, GEOGRAPHIC AREA OR JURISDICTION THAT WE CHOOSE.
EXCEPT TO THE EXTENT PERMITTED BY LAW, NOTHING IN THESE TERMS HAS THE EFFECT OF CONTRACTING OUT OF THE NEW ZEALAND CONSUMER GUARANTEES ACT 1993, OR ANY OTHER CONSUMER PROTECTION LAW THAT CANNOT BE EXCLUDED. TO THE EXTENT OUR LIABILITY CANNOT BE EXCLUDED BUT CAN BE LIMITED, OUR LIABILITY WILL BE LIMITED TO NZ$100.
TO THE MAXIMUM EXTENT PERMITTED BY LAW AND ONLY TO THE EXTENT CLAUSES 19.1 TO 19.4 DO NOT APPLY, OUR TOTAL LIABILITY TO YOU IN CONNECTION WITH THESE TERMS OF USE OR THE SERVICES WILL NOT EXCEED NZ$100.

20. INDEMNITY

TO THE MAXIMUM EXTENT PERMITTED BY LAW, YOU AGREE TO INDEMNIFY US FROM, AND HOLD US HARMLESS FROM, AND AGAINST ALL LOSS THAT ARISES FROM OR IN CONNECTION TO:
1. YOUR ACCESS AND USE OF OUR SERVICES;
2. YOUR BREACH OF THESE TERMS OF USE; AND
3. ANY USER CONTENT YOU MAY PROVIDE.

21. GOVERNING LAW AND DISPUTE RESOLUTION

These Terms of Use and any dispute arising out of or in relation to them shall be governed by the laws of New Zealand.
If you have any questions, concerns, disagreements, complaints, disputes, or differences arising out of or in connection with these Terms of Use, please contact us in the first instance and we will endeavour to facilitate a resolution of the relevant question, concern, disagreement, complaint, dispute, or difference.
Any disagreement, complaint, dispute, or difference arising out of or in connection with these Terms of Use must be dealt by us first (in accordance with clauses 21.4 and 21.5) before the User is permitted to take any other action to resolve the disagreement, complaint, dispute, or difference. The User acknowledges that we are not obliged to investigate or follow up a complaint made by one User against another User.
Following the receipt of a notice notifying VeVe of a User's disagreement, complaint, dispute, or difference, VeVe and the User will attempt to resolve this in good faith within 30 days of notification by the User. VeVe will notify the User the outcome of the disagreement, complaint, dispute, or difference as soon as an outcome is determined by VeVe. If you do not agree with the outcome as determined by VeVe, you may take such other action to resolve the dispute as permitted under these Terms of Use.
When determining the outcome of your disagreement, complaint, dispute, or difference, VeVe may take into account any factors that VeVe considers relevant in the circumstances, including without limitation, the fundamental objectives of the VeVe App set out in clause 6.8.
To the fullest extent permissible by law, subject to clause 21.2 to 21.5 and 21.8 below, you and us agree that any dispute or disagreement arising out of or in connection with these Terms of Use will be settled by arbitration as follows:
1. the arbitration will be administered by the Singapore International Arbitration Centre ("SIAC") in accordance with the Arbitration Rules of the Singapore International Arbitration Centre ("SIAC Rules") current at the time the arbitration is commenced
2. the Tribunal shall consist of a sole arbitrator
3. the seat of the arbitration shall be Singapore
4. the language of the arbitration shall be English
5. the law applicable to this arbitration agreement and arbitral proceedings shall be New Zealand law.
To the fullest extent permissible by law, these Terms of Use provide for the exclusive resolution of disputes through individual arbitration on your own behalf instead of through any class or representative action and you agree that any dispute against us whatsoever shall be brought by you individually and not as a member of any class or as part of a class or representative action, and you expressly agree to waive any law entitling you to participate in a class or representative action.
For the avoidance of doubt, anything within clauses 21.1 to 21.9 (including the above arbitration agreement) does not prevent us from seeking injunctive or other urgent relief from a court to prevent (or enjoin) the breach of these Terms of Use and/or infringement or misappropriation of our or our licensors' intellectual property rights.
If you are located in a jurisdiction in which an arbitration agreement is not enforceable then the parties agree to the exclusive jurisdiction of the New Zealand courts to resolve any dispute.

22. GENERAL

Each party must, unless it has the prior written consent of the other party:
1. keep confidential at all times the Confidential Information of the other party;
2. effect and maintain adequate security measures to safeguard the other party's Confidential Information from unauthorized access or use; and
3. disclose the other party's Confidential Information to its personnel or professional advisors on a need to know basis only and, in that case, ensure that any personnel or professional advisor to whom it discloses the other party's Confidential Information is aware of, and complies with, clauses 22.1(a) and 22.1(b).
The obligation of confidentiality in clause 22.1 does not apply to any disclosure or use of Confidential Information:
1. for the purpose of performing a party's obligations, or exercising a party's rights, under these Terms of Use;
2. required by law or government (including under the rules of any stock exchange);
3. which is publicly available through no fault of the recipient of the Confidential Information or its personnel;
4. which was rightfully received by a party from a third party without restriction and without breach of any obligation of confidentiality; or
5. by us if required as part of a bona fide sale of our business (assets or shares, whether in whole or in part) to a third party, provided that we enter into a confidentiality agreement with the third party on terms no less restrictive than clauses 22.1 and 22.2.
These Terms of Use constitute the entire and exclusive understanding and agreement between us and you in respect to any matter raised in these Terms of Use, and these Terms of Use supersede and replace any and all prior oral or written understandings or agreements between us and you with respect to any matter raised in these Terms of Use.
You may not assign or transfer any of your rights under these Terms of Use without our prior written permission. Any attempt by you to assign or transfer these Terms of Use, without such permission, will be null. We may freely assign or transfer these Terms of Use, including any right or obligation set out in these Terms of Use, without restriction, and the transferor or assignor shall not remain jointly and severally liable. Subject to the foregoing, these Terms of Use will bind and inure to the benefit of the parties, their successors and permitted assigns.
Any reference to VeVe in this Terms of Use includes VeVe's successors and permitted assigns.
We may provide you with notices, including notices relating to these Terms of Use by way of electronic communications, including by email or other electronic communication through the VeVe App. You are solely responsible for ensuring your contact details in your Account are always up to date.
If any part of these Terms of Use is, or becomes, legally invalid or unenforceable, that provision will be enforced to the maximum extent permissible and the other provisions of these Terms of Use will remain in full force and effect.
We reserve the right to add, vary or otherwise change these Terms of Use at any time. We will publish the most recent version of the Terms of Use on the VeVe App.
If we do not exercise or enforce any rights available to us under these Terms of Use, that does not constitute a waiver of those rights. The waiver of any such right or provision will be effective only if in writing and signed by a duly authorized representative of us. Except as expressly set forth in these Terms of Use, the exercise by either party of any of its remedies under these Terms of Use will be without prejudice to its other remedies under these Terms of Use or otherwise.
Our shareholders, subsidiaries, affiliates, officers, directors, agents, subsidiaries, joint ventures, and employees will have the benefit of our rights, powers and protections in these Terms of Use and any one of them can enforce any of our rights, powers and protections as if they were a party to these Terms of Use.
Nothing in these Terms of Use shall be deemed or is intended to be deemed, nor shall it cause, either you or us to be treated as partners, joint ventures or as the agent of the other.
Neither us, nor any user of our Services, nor any other party involved in creating, producing, or delivering our Services shall be liable for any failure to perform its obligations under these Terms of Use to the extent caused by Force Majeure provided that the affected party:
1. notifies the other party as soon as practicable;
2. uses best efforts to overcome the Force Majeure; and
3. continues to perform its obligations to the extent practicable.

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