in order to use certain Services and features of the App (including withdrawals under clause 4) 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; and
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 4 (Gem withdrawals) for more information).
2. DEFINITIONS
For the purposes of these Terms of Payment, the following capitalised terms will have the following meanings:
App Wallet means your Account which has recorded the Gems held on your behalf
Beneficiary means the person holding a beneficial interest in the Funds
Default means any Material Breach (as that term is defined in the Terms of Use) of the Terms of Use by the User
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
Payout Provider means the third party provider of the Gem withdrawal service (as notified to you by us from time to time)
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 Technology Limited (or its nominee)
Trust means the bare trust established under Singapore law for each User in relation to the Funds pursuant to clause 5 and governed by these Terms of Payment
Trustee means Orbis Technology Limited
A capitalised term in these Terms of Payment that has not been defined has the same meaning given to them in the Terms of Use.
3. FEES AND PAYMENT
Payment for Gems 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.
Any Funds that you transfer to your App Wallet 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 Payment (less any Fees charged in accordance with these Terms of Use), until you use the funds to pay for Collectibles or Services on the App. Any Funds 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 Payment (less any Fees charged in accordance with these Terms of Use), until you:
use the funds to pay for Collectibles or Services on the App; or
instruct us that you wish to transfer the funds to your nominated bank account via the Payout Provider (where available).
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 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 accept no 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 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 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 AND GEM WITHDRAWALS
We and/or our Payout Provider are required to complete due diligence on the User for Anti Money Laundering and other regulatory compliance no later than before the User withdraws Gems from their App Wallet. You must comply with all reasonable due diligence requests from time to time.
Only Gems in your App Wallet which you received from the sale of your Collectibles in the Market may be withdrawn.
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 Payout Provider is wholly responsible for the withdrawal service.
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).
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 Gem withdrawal requests.
5. TRUST TERMS
Gems in your App Wallet represent your Funds that we hold on trust in accordance with these Terms of Payment. By purchasing a Gem, the User irrevocably 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 Payment.
The Trustee hereby agrees that it will, and the User expressly authorizes the Trustee to:
hold the Funds on bare trust on behalf of the User as Beneficiary subject to the terms set out in these Terms of Payment;
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 the Terms of Use), transfer the User's beneficial title to the relevant matching Funds to the recipient of the Gems; and
whenever the User withdraws Gems (subject to these Terms of Payment including the User's compliance with any withdrawal requirements including under clause 4), transfer the matching Funds to the User.
The User as Beneficiary acknowledges that, subject to these Terms of Payment, the Trustee will act on instructions issued by the User in accordance with clause 4.3. 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 4.3 (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 Payment) 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.
In the event of a Default, the User as Beneficiary irrevocably 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 Payment, and apply such Funds in any manner the Trustee sees fit at its sole discretion, such discretion to be exercised reasonably;
to deduct any such amount of Funds that the Trustee deems necessary for VeVe to enforce and/or promote the Fundamental Objectives of the App , and apply such Funds in any manner the Trustee sees fit at its sole discretion; and
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
to give all of its beneficial rights to the Reserve Beneficiary.
The Trustee acknowledges that it will hold the Funds as trustee for the Beneficiary on the terms set out in these Terms of Payment. The User directs and authorizes that the Trustee 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 Users within the Services and take any actions it deems 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 advisor to, such entities.
The Trustee will, at any time at its sole discretion, be entitled to revoke the trust arrangements under these Terms of Payment or to appoint a substitute trustee to carry on the trust arrangements on the same terms as these Terms of Payment (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 4) 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.
6. 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 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 Payment (including verifying their identity satisfactorily to VeVe at its sole discretion), and subject to clauses 6.5 and 6.6 below transfer the User's Gems to the Nominated Beneficiary, and subject to compliance with any requirements in the Terms of Use, transfer any 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 6.3 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 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 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 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 Singapore, New Zealand or other relevant laws pursuant to this clause 6, on terms set out in these Terms of Payment.
To the maximum extent permitted by law, 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 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 Singapore, New Zealand, or other relevant laws, pursuant to this clause 6. 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 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 Singapore, 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 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 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 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.
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.
Except in circumstances where we close your Account pursuant to clause 7.1 above or clause 15.2 of the Terms of Use, we may, prior to closing your account, allow you to withdraw your Gems (subject to and in accordance with these Terms of Payment) at our sole discretion. In exercising our discretion to allow you to withdraw your Gems pursuant to these Terms of Payment, we will act in a manner that is not arbitrary, capricious or in bad faith.
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 to transfer to us without compensation legal and/or beneficial ownership (as the case may be) to any Funds and/or Gems 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 this clause 7.4.
8. GOVERNING LAW AND DISPUTE RESOLUTION
These Terms of Payment and any dispute arising out of or in relation to them shall be governed by the laws of Singapore and the parties submit to the exclusive jurisdiction of the Singaporean courts.
If you have any questions, concerns, disagreements, complaints, disputes, or differences arising out of or in connection with these Terms of Payment, 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 Payment 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 we are not obliged to investigate or follow up a complaint made by one User against another User.
Following the receipt of 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 Holding Funds.
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, you direct and authorize that any dispute or disagreement arising out of or in connection with these Terms of Holding Funds will be settled by arbitration as follows:
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;
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 Singapore law.
To the fullest extent permissible by law, these Terms of Payment 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 Singapore courts to resolve any dispute arising from these Terms of Payment.
9. GENERAL
Except to the extent expressly provided for in these Terms of Payment, these Terms of Payment constitute the entire and exclusive understanding and agreement between us and you in respect to any matter raised in these Terms of Payment, and these Terms of Payment 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 Payment.
Except as permitted under these Terms of Payment, you may not assign or transfer any of your rights under these Terms of Payment without our prior written permission. Any attempt by you to assign or transfer these Terms of Payment, without such permission, will be null. We may freely assign or transfer these Terms of Payment, including any right or obligation set out in these Terms of Payment, without restriction, and the transferor or assignor shall not remain jointly and severally liable. Subject to the foregoing, these Terms of Payment will bind and inure to the benefit of the parties, their successors and permitted assigns.
Any reference to VeVe in this Terms of Payment includes VeVe's successors and permitted assigns.
We may provide you with notices, including notices relating to these Terms of Payment 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 of Payment 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 Payment at any time. We will publish the most recent version of the Terms of Payment Funds on the App.
If we do not exercise or enforce any rights available to us under these Terms of Payment, 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 Payment, the exercise by either party of any of its remedies under these Terms of Payment will be without prejudice to its other remedies under these Terms of Payment 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 Payment and any one of them can enforce any of our rights, powers and protections as if they were a party to these Terms of Payment.
Nothing in these Terms of Payment 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 Payment 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.
