Gems are Digital Property and they are the official exchange mechanism of the App – Gems can be exchanged to purchase or sell other Digital Products within the App. As Digital Property, VeVe owns all Intellectual Property Rights associated with Gems. When You acquire Gems, VeVe grants You with a limited licence to use Gems within App in accordance with these Terms and the Terms of Use. You are not permitted to transfer Gems to another User. Gems are not a substitute for real currency or legal tender and do not earn interest or a return, however Gems have an equivalent value within the App of one Gem to one US Dollar. Gems cannot be redeemed or withdrawn, including without limitation for any real currency, and we are not obliged to exchange a User’s Gems for anything else of value other than a Digital Product (provided the User has sufficient Gems). Gems are not cryptoassets and they do not exist on a Blockchain. Gems do not represent an interest in fiat currency in a bank account; and
in order to use certain Services and features of the App You will be required to pass our identification verification (KYC) process to our satisfaction. 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 4 of the Terms of Use for further information.
2) DEFINITIONS
For the purposes of these Terms, the following capitalised terms will have the following meanings:
App Wallet means your Account which has recorded the Balance of Gems You have purchased from Us
Balance means the amount of Gems held in a Users’ App Wallet, which is recorded on an internal register maintained by VeVe
Default means any Material Breach (as that term is defined in the Terms of Use) of the Terms of Use by the User
Reserve Beneficiary means a beneficiary that has a contingent legal and beneficial interest in a User’s interest in their Gems, Collectibles and/or Non-Collectible Digital Products that arises only in the circumstances where the User has forgone, forfeited or lost its interest in the Gems, Collectibles and/or Non-Collectible Digital Products pursuant to these Terms, or such interest in the Gems, Collectibles and/or Non-Collectible Digital Products having lapsed pursuant to these Terms, or otherwise in circumstances where the User is deceased there is no other living beneficiary that is entitled to the User’s interest in their Gems, Collectibles and/or Non-Collectible Digital Products pursuant to these Terms. The User acknowledges that the Reserve Beneficiary is Orbis Technology Limited
A capitalised term in these Terms that has not been defined has the same meaning given to them in the Terms of Use.
3) PURCHASE OF GEMS
In order to purchase Gems, You will need to have or create an Account.
Payment to VeVe to buy Gems from VeVe can be made through:
the Website using credit cards (or other payment methods approved by Us); or
the VeVe mobile application using Apple or Google's in app payment services.
After You purchase Gems, and pay Us the corresponding amount in accordance with the payment options outlined above, your Account will show the corresponding amount of Gems in your Balance. You will be able to use the Gems You have purchased within the App (only), in accordance with the Terms of Use and these Terms.
All purchases of Gems are final and non-refundable, transferable, or exchangeable under any circumstances, except otherwise required by applicable law.
There is no charge for downloading our 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:
any taxes applicable to any transactions You conduct on our Services. We do not accept responsibility for, nor make any representation in respect of, your tax liability;
any fees associated with your payment method of choice; and
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 remove your Account before the effective date of 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 reducing your Balance by the Chargeback equivalent. 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 Balance contains insufficient Gems for the Chargeback, this will create a debt between Us and You and we may restrict some App functionality.
Any purchases through the website or Apps are final and non-refundable, and You are advised to double check before making any purchases.
4) GEMS
We may be required to complete due diligence on You, the User, for Anti Money Laundering and other regulatory compliance or otherwise for our own risk management purposes. You must comply with all reasonable due diligence requests from time to time.
Gems are Digital Property and they are the official exchange mechanism of the App – Gems can be exchanged to purchase or sell other Digital Products within the App. As Digital Property, VeVe owns all Intellectual Property Rights associated with Gems. When You acquire Gems, VeVe grants You with a limited licence to use Gems within the App in accordance with these Terms and the Terms of Use. You are not permitted to transfer gems to another User. Gems are not a substitute for real currency or legal tender and do not earn interest or a return, however Gems have an equivalent value within the App of one Gem to one US Dollar. Gems cannot be redeemed or withdrawn including without limitation, for any real currency, and we are not obliged to exchange a User’s Gems for anything else of value other than a Digital Product (provided the User has sufficient Gems). Gems are not cryptoassets and they do not exist on a Blockchain. Gems do not represent an interest in fiat currency in a bank account.
Please visit https://www.veve.me/veve-fees for details of the Fees and further conditions and requirements that apply in relation to Gems (as updated by Us from time to time).
Gems may only be purchased through our App. 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 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.
In the event You commit a Material Breach (as that term is defined in the Terms of Use) to the Terms of Use, You direct and authorize Us to refuse, cancel or disable your rights to Gems without notice, payment or liability to You.
We make no guarantees or warranties regarding Gems or their availability or value.
5) GEMS BALANCE
The Balance of Gems in your App Wallet represents the number of Gems recorded against your account on our internal register.
When the User uses Gems (including without limitation to purchasing Collectibles from the Store, purchasing or selling Collectibles through the Market, or otherwise applying Gems for any purpose permitted by the Terms of Use or these Terms), the corresponding Balance in the User’s App Wallet will increase or decrease by the relevant amount.
The User acknowledges and accepts VeVe maintains its internal register of Gems and VeVe updates this register from time to time to reflect changes to your Balance.
In the event of a Default, the User, irrevocably directs and authorises Veve:
to reduce your Balance by an amount we deem necessary to complete or indemnify VeVe, and/or any other User of the Services for any loss or damage caused to VeVe and/or any other User as a result of the Default in accordance with these Terms, and accordingly reduce your Balance in any manner VeVe sees fit at its sole discretion, such discretion to be exercised reasonably;
to reduce your Balance by an amount which VeVe deems necessary for VeVe to enforce and/or promoter the Fundamental Objectives of the App, and accordingly, reduce your Balance in any manner that VeVe sees fit at its sole discretion; and
to reduce your Balance by an amount which VeVe 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 accordingly, reduce your Balance in a manner VeVe sees fit at its sole discretion; and
to give all of your rights to your Gems to the Reserve Beneficiary.
Further the User directs and authorises that VeVe may:
act as the provider of the Services in accordance with the Terms of Use;
act as an officer to monitor, administer and regulate activities of all the Users within the Services and take actions it deems appropriate to promote a safe, equitable, fair and reliable marketplace for all Users;
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;
be financially compensated directly or indirectly through the Services or Terms of Use;
be the Reserve Beneficiary; or
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 adviser to such entities.
In consideration for VeVe maintaining its internal registry of Gems on the terms set out in these Terms, the User hereby, to the fullest extent permitted by law, indemnifies and agrees to hold VeVe harmless and undertakes to keep VeVe 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 VeVe however and whenever arising directly or indirectly from the execution or non-execution by VeVe of any powers set out in these Terms except where such Liability arises as a result of gross negligence, fraud or wilful misconduct by VeVe.
6) DEATH
In the event that VeVe (in respect of any Collectibles and Gems) 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.
Prior to the User's death, the User may unconditionally and irrevocably instruct VeVe to transfer the User's interest in their Gems, Collectibles and/or Non-Collectible Digital Products to a specified person in the event of the User's death (Nominated Beneficiary) by completing the prescribed requirements through the 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 (including verifying their identity and verifying their legal rights over the User’s estate satisfactorily to VeVe (as applicable) at VeVe’s sole discretion), and subject to clauses 6.5 and 6.6 below transfer the User's interest in their Gems, Collectibles and/or Non-Collectible Digital Products to the Nominated Beneficiary, and subject to compliance with any requirements in the Terms of Use, transfer the User’s interest in their Gems, Collectibles and/or Non-Collectible Digital Products to the Nominated Beneficiary. In the event that the Nominated Beneficiary is unable to claim the User's interest in their Gems, Collectibles and/or Non-Collectible Digital Products due to the death or incapacity of a Nominated Beneficiary, clause 6.3 will apply in respect of the User's interest in their Gems, Collectibles and/or Non-Collectible Digital Products notwithstanding the nomination by the User of a Nominated Beneficiary.
VeVe (in respect of any Collectibles and Gems) 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 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 6.5 and 6.6, 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 the User’s interest in their Gems, Collectibles and/or Non-Collectible Digital Products 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 New Zealand, or other relevant laws, provided that the Specified Beneficiary has registered a new Account in compliance with these Terms (including verifying their identity satisfactorily to VeVe at VeVe’s sole discretion).
The User hereby irrevocably and unconditionally nominates VeVe (in respect of any Collectibles and Gems) to be the User's true and lawful attorney for the purposes of taking all necessary steps in transferring the User’s interest in their Gems, Collectibles and/or Non-Collectible Digital Products 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 6.2 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 New Zealand or other relevant laws pursuant to this clause 6, on terms set out in these Terms.
To the maximum extent permitted by law, VeVe takes no responsibility and has no liability in relation to the administration, transmission or transfer of the User's interest in their Gems, Collectibles and/or Non-Collectible Digital Products to the User's Nominated Beneficiary as authorised by the User pursuant to clause 6.2 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 New Zealand, or other relevant laws, pursuant to this clause 6. VeVe (in respect of any Collectibles and Gems) shall effect the relevant transfer of User's interest in their Gems, Collectibles and/or Non-Collectible Digital Products, 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 VeVe 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 interest in their Gems, Collectibles and/or Non-Collectible Digital Products to the User's Nominated Beneficiary as authorised by the User pursuant to clause 6.2 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 New Zealand, or other relevant laws, pursuant to this clause 6, on the terms set out in these Terms.
Notwithstanding anything to the contrary in these Terms, VeVe (has the right to retain or withhold your Collectibles or reduce your Balance in a manner or by an amount that VeVe deems necessary to protect VeVe 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.
Notwithstanding the foregoing, the User directs and authorizes 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 VeVe may, without contravention of any applicable law, either transfer the deceased User's interest in their Gems, Collectibles and/or Non-Collectible Digital Products, then all legal and beneficial interest in the deceased User’s interest in their Gems, Collectibles and/or Non-Collectible Digital Products 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 User for the purposes of these Terms or otherwise VeVe may reduce your Balance in its entirety.
7) TERMINATION
To the maximum extent permitted by applicable law, in the event You are in Default, 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.
Clauses which, by their nature, are intended to survive termination of your right to access and use the Services, including clauses 3.2, 3.7, 7
In the event of Account closure pursuant to the Terms of Use, to the maximum extent permitted by law, You irrevocably direct and authorize Us to reduce your Balance in its entirety in relation to your Account at any time at our option without notice following such Account closure.
8) GOVERNING LAW AND DISPUTE RESOLUTION
Subject to clause 8.6, these Terms and any dispute arising out of or in relation to them shall be governed by the laws of New Zealand and the parties submit to the exclusive jurisdiction of the New Zealand Courts.
If You have any questions, concerns, disagreements, complaints, disputes, or differences arising out of or in connection with these Terms, 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 must be dealt by Us first (in accordance with clauses 8.4 and 8.5) before the User is permitted to take any other action to resolve the disagreement, complaint, dispute, or difference. The User acknowledges that neither we are obliged to investigate or follow up a complaint made by one User against another User.
Following the receipt of notice notifying VeVe (in respect of any Collectibles or Gems) 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.
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 App set out in clause 5.8 of the Terms of Use.
To the fullest extent permissible by law, subject to clauses 8.2 to 8.5 and 8.8, You direct and authorize that any dispute or disagreement arising out of or in connection with these Terms will be settled by arbitration as follows:
the arbitration will be administered by the Singapore International Arbitration Centre (“SIAC”) in accordance with the Rules of Arbitration of the SIAC, as amended from time to time (“SIAC Rules”), at the time the arbitration is commenced;
the Tribunal shall consist of a sole arbitrator;
the seat of the arbitration shall be Singapore;
the language of the arbitration shall be English; and
the law applicable to this arbitration agreement and arbitral proceedings shall be New Zealand law.
To the fullest extent permissible by law, these Terms 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 brough 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.
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 arising from these Terms.
9) GENERAL
Except to the extent expressly provided for in these Terms, these Terms constitute the entire and exclusive understanding and agreement between Us and You in respect to any matter raised in these Terms, and these Terms 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.
Except as permitted under these Terms, You may not assign or transfer any of your rights under these Terms without our prior written permission. Any attempt by You to assign or transfer these Terms, without such permission, will be null. VeVe may freely assign or transfer these Terms, including any right or obligation set out in these Terms, without restriction, and the transferor or assignor shall not remain jointly and severally liable. Subject to the foregoing, these Terms will bind and inure to the benefit of the parties, their successors and permitted assigns.
Any reference to VeVe in this Terms for Gems includes VeVe's successors and permitted assigns.
We may provide You with notices, including notices relating to these Terms by way of electronic communications, including by email or other electronic communication through the App. You are solely responsible for ensuring your contact details in your Account are always up to date.
If any part of these Terms is, or becomes, legally invalid or unenforceable, that provision will be enforced to the maximum extent permissible and the other provisions of these Terms will remain in full force and effect.
VeVe reserves the right to add, vary or otherwise change these Terms at any time. VeVe will publish the most recent version of the Terms for Gems on the App.
If we do not exercise or enforce any rights available to either Us under these Terms, 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, the exercise by either party of any of its remedies under these Terms will be without prejudice to its other remedies under these Terms 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 and any one of them can enforce any of our rights, powers and protections as if they were a party to these Terms.
Nothing in these Terms shall be deemed or is intended to be deemed, nor shall it cause, either You, or Us to be treated as partners, joint venturers, employees or as the principal or 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 to the extent caused by Force Majeure provided that the affected party:
notifies the other party as soon as practicable;
uses best efforts to overcome the Force Majeure; and
continues to perform its obligations to the extent practicable.
