Terms of Service

Date of Last Revision: October 6, 2024

By accessing this website or any other portion of the Services (as defined below), you are agreeing to these Terms of Service (as amended from time to time, the "Terms," or "Terms of Service") between you ("you" or "your") and Venture23 Inc. ("Venture23," "we," "us," or "our").

Service Description

These Terms of Service apply to your access to, and use of, our websites and website-hosted user interface (the "Interface") that may be used to interact with various products and services offered by us, including Verulink, a blockchain software program bridge between the Ethereum and Aleo blockchains. Utilizing various decentralized programs, colloquially known as "smart contracts," the Verulink bridge facilitates the transfer of supported cryptocurrencies ("Assets") between different blockchain networks (the "Protocol"). These Terms of Service apply to your access to the Interface, the Protocol, and related content and functionality through our websites located at venture23.io, verulink.com and any other website operated by Venture23 on which these Terms of Service are posted (collectively, the "Site") and through our related technologies (collectively with the Interface, Protocol and Site, including all existing and any updated or new features, functionality and technology, together, the "Service" or "Services"). Any use of the Verulink bridge is subject to these Terms.

The Services may utilize third-party features, as described in more detail below. By using the Services, you agree to be bound to any third-party terms.

Bridge Code

The Verulink bridge's code underwent a security audit, whose findings are available here https://www.verulink.com/audit-report.pdf. Notwithstanding the findings of the audit, the audit does not guarantee the security or intended functionality of the Protocol or Services. As described below in more detail, cryptocurrency bridges can be subject to attack, exploitation, bugs, or other code issues that may result in a total loss of funds or other unintended outcomes.

For transparency, the bridge's code is open source and reviewable here: https://github.com/venture23-aleo/verulink

You are responsible for confirming the addresses of the bridge. The current addresses are listed below:

Contract	Ethereum	Aleo
Bridge	0x7440176A6F367D3Fad1754519bD8033EAF173133	vlink_token_bridge_v1.aleo
TokenService	0x28E761500e7Fd17b5B0A21a1eAD29a8E22D73170	vlink_token_service_v1.aleo

Asset Utilization and Yield Generation

By using the Service, you agree that the assets deposited into the bridge contract are a loan to Venture23, with the corresponding vToken minted on Aleo acting as a claim for repayment of that loan.

Assets in the Protocol may be utilized by Venture23. "Generated Yield" refers to any gains, profits, interest, income, or yield generated from the use of Assets for the benefit of Venture23. All Generated Yield will be retained Venture23 in its entirety. Users will not receive or otherwise be entitled to any portion of the Generated Yield. We reserve the right to use the Generated Yield at our sole discretion for any purpose, including but not limited to operational costs, development, or profit.

By using the Service, you approve our use of Assets for certain authorized yield-generating activities so long as the total value of assets held by Venture23 equals or exceeds the value required to repay all outstanding loans. The list of authorized yield-generating platforms or activities ("Yield Activities") is listed below:

Current:

-None-

Under evaluation:

https://www.hiyield.xyz/

This list is subject to change. You acknowledge that by engaging in any Yield Activities, the risk profile of the value stored in the bridge may change. We may become bound by certain terms or agreements with third parties and the form of the stored value assets may be more or less prone to malicious attack. You acknowledge and agree to these possible changes in risk profile, and by utilizing the Service, assume any risk, and waive any rights to object to them.

Attestors

The Service"s operations depend on a decentralized attestor system. "Attestors" refer to the private key holders who participate in the management and operation of the Protocol. The bridge operates under a 3-of-5 multisignature system, and Venture23 serves as one of the five Attestors. Here is the current list of the attestors:

LydiaLabs.xyz - Lydia Labs, LLC a Delaware limited liability company.
Arcane.Finance
Kryha.io
demoxLabs.xyz
Venture23.xyz - Venture23 Inc., a Wyoming Corporation

The 3-of-5 multisignature system requires agreement from at least three of the five Attestors to execute any transaction utilizing the Assets or to make any changes to the bridge's operations.

You acknowledge that Venture23, as one of the five Attestors, participates in this decision-making process but does not have unilateral control over the Assets or operations of the bridge. By using the Services, you acknowledge and accept any risk associated with the Attestors and the multisignature system.

Venture23, to the extent it has the authority or ability to do so, reserves the right to modify the structure, composition, or number of Attestors at any time, with or without notice, as long as such changes comply with applicable laws and regulations.

Any changes to the Attestor structure will be binding upon you, and your continued use of the Service after such changes constitutes your acceptance of the modified Attestor structure. The list of Attestors within these Terms will be updated upon a change of Attestor.

Risk

Use of a blockchain bridge is inherently risky. Cryptocurrency bridges are frequently subject to vulnerabilities and hacks. By using the Services, you acknowledge to bear such risk. Such risks may include but are not limited to the following: security breaches and cyberattacks that may compromise private keys and lead to loss or theft of assets, collusion by Attestors, theft or loss of private keys through internal errors or malicious acts, system failures, technical issues, or software bugs causing transaction errors or delays, vulnerabilities in smart contracts that could be exploited, risks associated with third-party service providers, regulatory and legal changes affecting service availability, bridge Assets held in illiquid holdings preventing prompt claiming of Assets upon exiting the bridge, market volatility impacting asset values, blockchain network risks like congestion or attacks, force majeure events disrupting operations, user errors resulting in asset loss, phishing and social engineering attacks, limitations of our liability, lack of insurance coverage for assets, interoperability issues between blockchain networks, data privacy risks, disruptions of the Ethereum or Aleo blockchain networks, service disruptions due to upgrades or maintenance, potential conflicts of interest, irreversible loss of tokens or assets during bridging, limited recourses for dispute resolution, intellectual property disputes affecting service continuity, compliance risks with laws and regulations, liquidity risks hindering transactions, time delays from network congestion, currency conversion risks, denial of service attacks, or any other foreseen or unforeseen vulnerabilities. You agree to assume full responsibility for these and any other risks when using the Service.

In addition, when using certain features through the Service, you will be subject to any additional terms applicable to such features that may be posted on or within the Service from time to time. All such terms are hereby incorporated by reference into these Terms of Service.

Access and Use of the Service

You represent that you are at least 18 years old and your access and use of the Service will fully comply with all applicable laws and regulations, and that you will not access or use the Service to conduct, promote, or otherwise facilitate any illegal activity.

For the avoidance of doubt, you will comply with all applicable sanctions laws, regulations and rules, including but not limited to, those administered by the U.S. Department of the Treasury"s Office of Foreign Assets Control ("OFAC"), and any other applicable jurisdictions. The Interface may not be used: (i) in the Crimea region of Ukraine, Cuba, Iran, North Korea, or Syria; (ii) by or for the specific benefit of any individual or entity on the Specially Designated Nationals and Blocked Persons ("SDN") List maintained by OFAC, (iii) any entity 50% or more owned in the aggregate by any such SDN(s); or (v) for any other use requiring a license or other governmental approval. If Venture23 determines that you have breached your obligation under this section, we shall block your access to the Service and any interests in property as required by law, if continued Service could result in Venture23 being in violation, or subject to negative consequences, under the Sanctions Rules.

You are responsible for maintaining the confidentiality of your credentials and are fully responsible for any and all activities that occur under your credentials.

Venture23 reserves the right to modify or discontinue, temporarily or permanently, the Service (or any part thereof) with or without notice. You agree that Venture23 will not be liable to you or to any third party for any modification, suspension or discontinuance of the Service.

As between Venture23 and you, you will be solely responsible for your applications ("Your Apps"), including their development, operation, interaction with the Services, maintenance and all related content and materials.

Conditions of Access and Use

User Responsibilities

You are responsible for maintaining the confidentiality of your account and private keys.
You will not use the Service for any illegal activities, including money laundering or terrorist financing. You will not use the Service to attempt to obfuscate any illegal activities.
You are solely responsible for all code, video, images, information, data, text, software, music, sound, photographs, graphics, messages, and other materials ("content") that you make available to Venture23, including by uploading, posting, publishing, or displaying (hereinafter, "upload(ing)") via the Site or Your Apps or by emailing or otherwise making available to other users of the Site (collectively, "User Content").

The following are examples of the kinds of content and/or uses that are illegal or prohibited by Venture23. Venture23 reserves the right to investigate and take appropriate legal action against anyone who, in Venture23's sole discretion, violates this provision, including reporting the violator to law enforcement authorities. You agree to not use the Service or Your Apps to:

distribute any content that (i) infringes any intellectual property or other proprietary rights of any party; (ii) you do not have a right to upload under any law or under contractual or fiduciary relationships; (iii) contains software viruses or any other computer code, files or programs designed to interrupt, destroy, or limit the functionality of any computer software or hardware or telecommunications equipment; (iv) poses or creates a privacy or security risk to any person; (v) constitutes unsolicited or unauthorized advertising, promotional materials, commercial activities and/or sales, "junk mail," "spam," "chain letters," "pyramid schemes," "contests," "sweepstakes," or any other form of solicitation; (vi) is unlawful, harmful, threatening, abusive, harassing, tortious, excessively violent, defamatory, vulgar, obscene, pornographic, libelous, invasive of another"s privacy, hateful, discriminatory, or otherwise objectionable; or (vii) in the sole judgment of Venture23, is objectionable or which restricts or inhibits any other person from using or enjoying the Service, or which may expose Venture23 or its users to any harm or liability of any type;
seek to interfere with or compromise the integrity, security, or proper functioning of any computer, server, network, personal device, or other information technology system, including the deployment of viruses and denial of service attacks;
violate any applicable local, state, national, or international law, or any regulations having the force of law, including any laws or regulations concerning the integrity of trading markets (e.g., manipulative tactics commonly known as spoofing and wash trading) or trading of securities or derivatives;
engage in any activity that seeks to defraud us or any other person or entity, including providing any false, inaccurate, or misleading information in order to unlawfully obtain the property of another;
impersonate any person or entity, or falsely state or otherwise misrepresent your affiliation with a person or entity;
solicit personal information from anyone under the age of 18;
harvest or collect email addresses or other contact information of other users from the Service by electronic or other means for the purposes of sending unsolicited emails or other unsolicited communications;
further or promote any criminal activity or enterprise or provide instructional information about illegal activities.

If you are blocked by Venture23 from accessing the Service (including by blocking your IP address), you agree not to implement any measures to circumvent such blocking (e.g., by masking your IP address or using a proxy IP address or virtual private network).

No Professional Advice and No Fiduciary Duties

All information and/or functionality provided by the Service is for informational purposes only and should not be construed as professional advice. You should not take, or refrain from taking, any action based on any information contained in or related to the Service. Before you make any financial, legal, tax or other decisions involving the Service, you should seek independent professional advice from an individual who is licensed and qualified in the area for which such advice would be appropriate.

These Terms of Service are not intended to, and do not, create or impose any fiduciary duties on us. To the fullest extent permitted by law, you acknowledge and agree that we owe no fiduciary duties or liabilities to you or any other party, and that to the extent any such duties or liabilities may exist at law or in equity, those duties and liabilities are hereby irrevocably disclaimed, waived, and eliminated. You further agree that the only duties and obligations that we owe you are those set out expressly in these Terms of Service.

Intellectual Property Rights

Service Content

You acknowledge and agree that the Service may contain content or features ("Service Content") that are protected by copyright, patent, trademark, trade secret, or other proprietary rights and laws. Except as expressly authorized by Venture23 (e.g., to the extent any of the Protocol is made available under an open source license), you agree not to modify, copy, frame, scrape, rent, lease, loan, sell, distribute, or create derivative works based on the Service or the Service Content, in whole or in part, except that the foregoing does not apply to your own User Content (as defined below) that you upload to or make available through the Service in accordance with these Terms of Service. Any use of the Service or the Service Content other than as specifically authorized herein is strictly prohibited.

Trademarks

The Venture23 and Verulink names and logos and certain other logos and trademarks are trademarks and service marks of Venture23 (collectively the "Venture23 Trademarks"). Other company, product, and service names and logos used and displayed via the Service may be trademarks or service marks of their respective owners who may or may not endorse or be affiliated with or connected to Venture23. Nothing in these Terms of Service or the Service should be construed as granting, by implication, estoppel, or otherwise, any license or right to use any of Venture23 Trademarks displayed on the Service, without our prior written permission in each instance. All goodwill generated from the use of Venture23 Trademarks will inure to our exclusive benefit.

Feedback

‍If you provide us with any feedback or suggestions regarding the Site ("Feedback"), you hereby assign to Venture23 all rights in such Feedback and agree that Venture23 shall have the right to use and fully exploit such Feedback and related information in any manner it deems appropriate. Venture23 will treat any Feedback you provide to us as non-confidential and non-proprietary. You agree that you will not submit to us any Feedback or other information or ideas that you consider to be confidential or proprietary for which you do not have all required permissions and consents to so submit.

Third-Party Material

Under no circumstances will Venture23 be liable in any way for any content or materials of any third parties (including users), including for any errors or omissions in any content, or for any loss or damage of any kind incurred as a result of the use of any such content. You acknowledge that Venture23 does not pre-screen content, but that Venture23 and its designees will have the right (but not the obligation) in their sole discretion to refuse or remove any content that is available via the Site. Without limiting the foregoing, Venture23 and its designees will have the right to remove from the Site, without notice, any content that violates these Terms of Service or is deemed by Venture23, in its sole discretion, to be otherwise objectionable. You agree that you must evaluate, and bear all risks associated with, the use of any content, including any reliance on the accuracy, completeness, or usefulness of such content.

User Content

You represent and warrant that you own all right, title and interest in and to such User Content that you make available via the Site, including all copyrights and rights of publicity contained therein. You hereby grant Venture23 and its affiliated companies, successors, and assigns a non-exclusive, worldwide, royalty-free, fully paid-up, transferable, sublicensable (directly and indirectly through multiple tiers), perpetual, and irrevocable license to copy, display, upload, perform, distribute, store, modify, and otherwise use such User Content in connection with the operation of the Site. You assume all risk associated with your User Content and the transmission of your User Content, and you have sole responsibility for the accuracy, quality, legality and appropriateness of your User Content.

You hereby authorize Venture23 and its third-party service providers to derive statistical and usage data relating to your use of the Site ("Usage Data"). We may use Usage Data for any purpose in accordance with applicable law and our Privacy Policy.

Any questions, comments, suggestions, ideas, feedback, reviews, or other information about the Service ("Submissions"), provided by you to Venture23 are non-confidential and Venture23 will be entitled to the unrestricted use and dissemination of these Submissions for any purpose, commercial or otherwise, without acknowledgment, attribution, or compensation to you.

You acknowledge and agree that Venture23 may preserve User Content and may also disclose User Content if required to do so by law or in the good faith belief that such preservation or disclosure is reasonably necessary to: (a) comply with legal process, applicable laws, or government requests; (b) enforce these Terms of Service; (c) respond to claims that any content violates the rights of third parties; or (d) protect the rights, property, or personal safety of Venture23, its users, or the public. You understand that the technical processing and transmission of the Service, including your User Content, may involve (i) transmissions over various networks; and (ii) changes to conform and adapt to technical requirements of connecting networks or devices.

Third-Party Services

The Service provides access to or otherwise uses services, sites, technology, applications and resources that are provided or otherwise made available by third parties (the "Third-Party Services"). Your access and use of the Third-Party Services may also be subject to additional terms and conditions, privacy policies, or other agreements with such third party. Venture23 has no control over, and is not responsible for, such Third-Party Services, including for the accuracy, availability, reliability, or completeness of information shared by or available through Third-Party Services, or on the privacy practices and terms and conditions of Third-Party Services. We encourage you to review the privacy policies of the third parties providing Third-Party Services prior to using such services. You, and not Venture23, will be responsible for any and all costs and charges associated with your use of any Third-Party Services. The integration or inclusion of such Third-Party Services does not constitute or imply any endorsement or recommendation. Venture23 will not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with use of or reliance on any Third-Party Services.

Venture23 makes use of Third-Party Software to provide its Services. Here is a list of Third Party software used by the Service:

The Aleo Network
The Ethereum Network
Hiyield https://docs.hiyield.xyz/
For policy Predicate, https://aethos.network/
Others, as may be utilized from time to time

Should you not desire the Service to integrate with or use any of the Third-Party Software, then you agree not to utilize the Services.

Software development can move quickly. You acknowledge that this list of Third-Party software providers is provided to you for your information and convenience only. This list may not be fully up to date. For an updated list of Third-Party software that is used by Venture23 in its Services and Functionality, you may reach out to contact@verulink.com and we can provide any updates accordingly.

In using the Services, you hereby acknowledge and agree to be bound by any terms of service of any Third Party Software, and to the maximum extent available under relevant law, and notwithstanding anything to the contrary in any Terms of Service of any Third Party Software any failure of a third party application resulting in any liability shall be the sole responsibility and liability of that Third Party Software, and not of Venture23.

We do not and cannot make any warranties or representations, express or implied, about the blockchain networks upon which the Services rely, or other software that is generated by Third Parties. We make no representations, warranties, or assurances that the software of Third Parties, or any information contained or used by them, have any particular suitability, accuracy, or functionality. You acknowledge your sole responsibility for and assume all risk arising from your use of the Services or any party's use of the Assets for Yield Generation or otherwise including but not limited to any use of a Third-Party website, application, or resource. You are solely responsible for performing diligence on the Third-Party Functionality to ensure the risks associated fit your individual needs prior to any use of the Services.

Third-Party Resources and Promotions

Our Service may contain references or links to third-party resources, including, but not limited to, information, materials, products, or services, that we do not own or control. In addition, third parties may offer promotions related to your access and use of our Products. We do not approve, monitor, endorse, warrant or assume any responsibility for any such resources or promotions. If you access any such resources or participate in any such promotions, you do so at your own risk, and you understand that this Agreement does not apply to your dealings or relationships with any third parties. You expressly relieve us of any and all liability arising from your use of any such resources or participation in any such promotions.

Furthermore, no publication by Venture23, its employees, directors, agents, or affiliates, shall be deemed to be an endorsement of any particular cryptocurrency project, token, or product. Venture23 does not make any representation outside of these Terms.

Indemnification and Release

You agree to defend, indemnify, and hold harmless Venture23, its affiliates, and its and their respective officers, employees, directors, service providers, licensors, lawyers, and agents (collectively, the "Venture23 Parties") from any and all losses, damages, expenses, including reasonable attorneys' fees, rights, claims, actions of any kind, and injury (including death) arising out of or relating to your use of the Service, Your Apps, any User Content, your connection to the Service, your violation of these Terms of Service, or your violation of any rights of another. Venture23 will provide notice to you of any such claim, suit, or proceeding. Venture23 reserves the right to assume the exclusive defense and control of any matter which is subject to indemnification under this section, and you agree to cooperate with any reasonable requests assisting Venture23's defense of such matter. You may not settle or compromise any claim against Venture23 without Venture23's prior written consent.

You expressly agree that you assume all risks in connection with your access and use of the Service, including your interaction with the Protocol. You further expressly waive and release us from any and all liability, claims, causes of action, or damages arising from or in any way relating to your use of the Service, including your interaction with the Protocol. If you are a California resident, you waive California Civil Code Section 1542, which says: "A general release does not extend to claims that the creditor or releasing party does not know or suspect to exist in his or her favor at the time of executing the release and that, if known by him or her, would have materially affected his or her settlement with the debtor or releasing party." If you are a resident of another jurisdiction, you waive any comparable statute or doctrine.

Disclaimer of Warranties; Assumption of Risk

YOUR USE OF THE SERVICE IS AT YOUR SOLE RISK. THE SERVICE IS PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. VENTURE23 EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT.

VENTURE23 MAKES NO WARRANTY THAT (A) THE SERVICE WILL MEET YOUR REQUIREMENTS; (B) THE SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE; (C) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICE WILL BE ACCURATE OR RELIABLE; OR (D) THE QUALITY OF ANY PRODUCTS, SERVICES, APPLICATIONS, INFORMATION, OR OTHER MATERIAL PURCHASED OR OBTAINED BY YOU THROUGH THE SERVICE WILL MEET YOUR EXPECTATIONS.

BY ACCESSING AND USING THE SERVICE, YOU REPRESENT AND WARRANT THAT YOU UNDERSTAND THE INHERENT RISKS ASSOCIATED WITH USING CRYPTOGRAPHIC AND BLOCKCHAIN-BASED SYSTEMS, AND THAT YOU HAVE A WORKING KNOWLEDGE OF THE USAGE AND INTRICACIES OF DIGITAL ASSETS, SUCH AS THOSE FOLLOWING THE ETHEREUM TOKEN STANDARD (ERC-20) AND BRIDGING ACROSS DIFFERENT BLOCKCHAIN SOLUTIONS LIKE ALEO. MORE INFORMATION ABOUT THE ALEO BLOCKCHAIN IS AVAILABLE ON https://aleo.org/. YOU FURTHER UNDERSTAND THAT THE MARKETS FOR DIGITAL ASSETS ARE HIGHLY VOLATILE DUE TO VARIOUS FACTORS, INCLUDING ADOPTION, SPECULATION, TECHNOLOGY, SECURITY, AND REGULATION. YOU ACKNOWLEDGE AND ACCEPT THAT THE COST AND SPEED OF TRANSACTING WITH CRYPTOGRAPHIC AND BLOCKCHAIN-BASED SYSTEMS SUCH AS ALEO AND ETHEREUM ARE VARIABLE AND MAY INCREASE DRAMATICALLY AT ANY TIME. YOU FURTHER ACKNOWLEDGE AND ACCEPT THE RISK THAT YOUR DIGITAL ASSETS MAY LOSE SOME OR ALL OF THEIR VALUE WHILE THEY ARE SUPPLIED TO THE PROTOCOL THROUGH THE INTERFACE, YOU MAY SUFFER LOSS DUE TO THE FLUCTUATION OF PRICES OF TOKENS IN A TRADING PAIR OR LIQUIDITY POOL, AND, ESPECIALLY IN EXPERT MODES, EXPERIENCE SIGNIFICANT PRICE SLIPPAGE AND COST. YOU UNDERSTAND THAT ANYONE CAN CREATE A TOKEN, INCLUDING FAKE VERSIONS OF EXISTING TOKENS AND TOKENS THAT FALSELY CLAIM TO REPRESENT PROJECTS, AND ACKNOWLEDGE AND ACCEPT THE RISK THAT YOU MAY MISTAKENLY TRADE THOSE OR OTHER TOKENS. YOU FURTHER ACKNOWLEDGE THAT WE ARE NOT RESPONSIBLE FOR ANY OF THESE VARIABLES OR RISKS, AND CANNOT BE HELD LIABLE FOR ANY RESULTING LOSSES THAT YOU EXPERIENCE WHILE ACCESSING OR USING THE SERVICE. ACCORDINGLY, YOU UNDERSTAND AND AGREE TO ASSUME FULL RESPONSIBILITY FOR ALL OF THE RISKS OF ACCESSING AND USING THE SERVICE, INCLUDING THE INTERFACE TO INTERACT WITH THE PROTOCOL.

YOU ARE SOLELY RESPONSIBLE FOR YOUR WALLETS, FOR SAFEGUARDING THE ASSOCIATED PRIVATE KEY AND FOR ANY ACTIVITY THAT OCCURS USING YOUR WALLET. WITHOUT LIMITING THE FOREGOING, YOU ALSO UNDERSTAND THAT THERE MAY BE TAX AND REGULATORY RISKS RELATED TO USING THE SERVICE. IT IS YOUR SOLE RESPONSIBILITY TO DETERMINE WHETHER, AND TO WHAT EXTENT, ANY TAXES APPLY TO ANY TRANSACTIONS YOU CONDUCT IN CONNECTION WITH YOUR USE OF THE SERVICE, AND TO WITHHOLD, COLLECT, REPORT AND REMIT THE CORRECT AMOUNTS OF TAXES TO THE APPROPRIATE TAX AUTHORITIES. DIGITAL ASSETS, BLOCKCHAIN TECHNOLOGY, AND ANY RELATED SOFTWARE AND SERVICES ARE ALSO SUBJECT TO LEGAL AND REGULATORY UNCERTAINTY IN THE UNITED STATES AND OTHER JURISDICTIONS. YOU ALSO UNDERSTAND THAT LEGISLATIVE AND REGULATORY CHANGES OR ACTIONS MAY ADVERSELY AFFECT THE USAGE, TRANSFERABILITY, TRANSACTABILITY AND ACCESSIBILITY OF DIGITAL ASSETS, BRIDGING, THE PROTOCOL, OR OTHER PARTS OF THE SERVICE.

YOU ACKNOWLEDGE THAT WE ARE NOT RESPONSIBLE FOR ANY RISKS ASSOCIATED WITH YOUR USE OF THE SERVICE, AND CANNOT BE HELD LIABLE FOR ANY RESULTING LOSSES THAT YOU EXPERIENCE WHILE ACCESSING OR USING THE SERVICE.

Limitation of Liability

YOU EXPRESSLY UNDERSTAND AND AGREE THAT VENTURE23, ITS EMPLOYEES, DIRECTORS, AFFILIATES, ASSIGNS, ATTORNEYS, OR OTHERWISE, WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY DAMAGES, OR DAMAGES FOR LOSS OF PROFITS INCLUDING DAMAGES FOR LOSS OF GOODWILL, USE, OR DATA OR OTHER INTANGIBLE LOSSES (EVEN IF VENTURE23 HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR RELATED RISKS), WHETHER BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR OTHERWISE, RESULTING FROM: (A) THE USE OR THE INABILITY TO USE THE SERVICE; (B) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS AND SERVICES RESULTING FROM ANY GOODS, DATA, INFORMATION, OR SERVICES PURCHASED OR OBTAINED OR MESSAGES RECEIVED OR TRANSACTIONS ENTERED INTO THROUGH OR FROM THE SERVICE; (C) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA; (D) STATEMENTS OR CONDUCT OF ANY THIRD PARTY ON THE SERVICE; (E) INTERRUPTION OR CESSATION OF FUNCTION RELATED TO THE INTERFACE; (F) BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE THAT MAY BE TRANSMITTED TO OR THROUGH THE INTERFACE; (G) ERRORS OR OMISSIONS IN, OR LOSS OR DAMAGE INCURRED AS A RESULT OF THE USE OF, ANY CONTENT MADE AVAILABLE THROUGH THE INTERFACE; OR (H) ANY OTHER MATTER RELATING TO THE SERVICE. IN ANY CASE, VENTURE23'S AGGREGATE LIABILITY UNDER THESE TERMS WILL NOT EXCEED $100. THE LIMITATIONS IN THIS SECTION APPLY ONLY TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW.

SOME JURISDICTIONS DO NOT ALLOW THE DISCLAIMER OR EXCLUSION OF CERTAIN WARRANTIES OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES. ACCORDINGLY, SOME OF THE ABOVE LIMITATIONS SET FORTH ABOVE MAY NOT APPLY TO YOU OR BE ENFORCEABLE WITH RESPECT TO YOU. IF YOU ARE DISSATISFIED WITH ANY PORTION OF THE SERVICE OR WITH THESE TERMS OF SERVICE, YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE USE OF THE SERVICE.

IF YOU ARE A USER FROM NEW JERSEY, THE FOREGOING SECTIONS TITLED "DISCLAIMER OF WARRANTIES; ASSUMPTION OF RISK" AND "LIMITATION OF LIABILITY" ARE INTENDED TO BE ONLY AS BROAD AS IS PERMITTED UNDER THE LAWS OF THE STATE OF NEW JERSEY. IF ANY PORTION OF THESE SECTIONS IS HELD TO BE INVALID UNDER THE LAWS OF THE STATE OF NEW JERSEY OR ANY OTHER STATE, THE INVALIDITY OF SUCH PORTION WILL NOT AFFECT THE VALIDITY OF THE REMAINING PORTIONS OF THE APPLICABLE SECTIONS.

Dispute Resolution By Binding Arbitration

PLEASE READ THIS SECTION CAREFULLY AS IT AFFECTS YOUR RIGHTS.

Agreement to Arbitrate

This Dispute Resolution by Binding Arbitration section is referred to in these Terms of Service as the "Arbitration Agreement." You agree that any and all disputes or claims that have arisen or may arise between you and Venture23, whether arising out of or relating to these Terms of Service (including any alleged breach thereof), the Service, any advertising, or any aspect of the relationship or transactions between us, will be resolved exclusively through final and binding arbitration, rather than a court, in accordance with the terms of this Arbitration Agreement, except that you may assert individual claims in small claims court, if your claims qualify. Further, this Arbitration Agreement does not preclude you from bringing issues to the attention of federal, state, or local agencies, and such agencies can, if the law allows, seek relief against us on your behalf. You agree that, by entering into these Terms of Service, you and Venture23 are each waiving the right to a trial by jury or to participate in a class action. Your rights will be determined by a neutral arbitrator, not a judge or jury. The Federal Arbitration Act governs the interpretation and enforcement of this Arbitration Agreement.

Prohibition of Class and Representative Actions and Non-Individualized Relief

YOU AND VENTURE23 AGREE THAT EACH OF US MAY BRING CLAIMS AGAINST THE OTHER ONLY ON AN INDIVIDUAL BASIS AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE ACTION OR PROCEEDING. UNLESS BOTH YOU AND VENTURE23 AGREE OTHERWISE, THE ARBITRATOR MAY NOT CONSOLIDATE OR JOIN MORE THAN ONE PERSON'S OR PARTY'S CLAIMS AND MAY NOT OTHERWISE PRESIDE OVER ANY FORM OF A CONSOLIDATED, REPRESENTATIVE, OR CLASS PROCEEDING. ALSO, THE ARBITRATOR MAY AWARD RELIEF (INCLUDING MONETARY, INJUNCTIVE, AND DECLARATORY RELIEF) ONLY IN FAVOR OF THE INDIVIDUAL PARTY SEEKING RELIEF AND ONLY TO THE EXTENT NECESSARY TO PROVIDE RELIEF NECESSITATED BY THAT PARTY'S INDIVIDUAL CLAIM(S), EXCEPT THAT YOU MAY PURSUE A CLAIM FOR AND THE ARBITRATOR MAY AWARD PUBLIC INJUNCTIVE RELIEF UNDER APPLICABLE LAW TO THE EXTENT REQUIRED FOR THE ENFORCEABILITY OF THIS PROVISION. YOU UNDERSTAND THAT BY AGREEING TO THE TERMS, THE PARTIES ARE EACH WAIVING THE RIGHT TO TRIAL BY JURY OR TO PARTICIPATE IN A CLASS ACTION OR CLASS ARBITRATION.

Pre-Arbitration Dispute Resolution

Venture23 is always interested in resolving disputes amicably and efficiently, and most customer concerns can be resolved quickly and to the customer's satisfaction by emailing customer support at contact@verulink.com. If such efforts prove unsuccessful, a party who intends to seek arbitration must first send to the other, by certified mail, a written Notice of Dispute ("Notice"). The Notice to Venture23 should be sent to 1309 Coffeen Avenue, Ste 1200, Sheridan, WY 82801 ("Notice Address"). The Notice must (i) describe the nature and basis of the claim or dispute and (ii) set forth the specific relief sought. If Venture23 and you do not resolve the claim within sixty (60) calendar days after the Notice is received, you or Venture23 may commence an arbitration proceeding. During the arbitration, the amount of any settlement offer made by Venture23 or you will not be disclosed to the arbitrator until after the arbitrator determines the amount, if any, to which you or Venture23 is entitled.

Arbitration Procedures

Arbitration will be conducted by a neutral arbitrator in accordance with the American Arbitration Association's ("AAA") rules and procedures, including the AAA's Consumer Arbitration Rules (collectively, the "AAA Rules"), as modified by this Arbitration Agreement. For information on the AAA, please visit its website, https://www.adr.org. Information about the AAA Rules and fees for consumer disputes can be found at the AAA's consumer arbitration page, https://www.adr.org/consumer. If there is any inconsistency between any term of the AAA Rules and any term of this Arbitration Agreement, the applicable terms of this Arbitration Agreement will control unless the arbitrator determines that the application of the inconsistent Arbitration Agreement terms would not result in a fundamentally fair arbitration. The arbitrator must also follow the provisions of these Terms of Service as a court would. All issues are for the arbitrator to decide, including issues relating to the scope, enforceability, and arbitrability of this Arbitration Agreement. Although arbitration proceedings are usually simpler and more streamlined than trials and other judicial proceedings, the arbitrator can award the same damages and relief on an individual basis that a court can award to an individual under these Terms of Service and applicable law. Decisions by the arbitrator are enforceable in court and may be overturned by a court only for very limited reasons.

Unless Venture23 and you agree otherwise, any arbitration hearings will take place in a reasonably convenient location for both parties with due consideration of their ability to travel and other pertinent circumstances. If the parties are unable to agree on a location, the determination will be made by the AAA.

Costs of Arbitration

Payment of all filing, administration, and arbitrator fees (collectively, the "Arbitration Fees") will be governed by the AAA Rules, unless otherwise provided in this Arbitration Agreement. Each party shall bear its own costs and expenses and an equal share of the arbitrators' and administrative fees of arbitration.

Confidentiality

All aspects of the arbitration proceeding, and any ruling, decision, or award by the arbitrator, will be strictly confidential for the benefit of all parties.

Severability

If a court or the arbitrator decides that any term or provision of this Arbitration Agreement (other than the subsection (b) above titled "Prohibition of Class and Representative Actions and Non-Individualized Relief' above) is invalid or unenforceable, the parties agree to replace such term or provision with a term or provision that is valid and enforceable and that comes closest to expressing the intention of the invalid or unenforceable term or provision, and this Arbitration Agreement will be enforceable as so modified. If a court or the arbitrator decides that any of the provisions of subsection (b) above titled "Prohibition of Class and Representative Actions and Non-Individualized Relief' are invalid or unenforceable, then the entirety of this Arbitration Agreement will be null and void, unless such provisions are deemed to be invalid or unenforceable solely with respect to claims for public injunctive relief. The remainder of these Terms of Service will continue to apply.

Future Changes to Arbitration Agreement

Notwithstanding any provision in these Terms of Service to the contrary, Venture23 agrees that if it makes any future change to this Arbitration Agreement (other than a change to the Notice Address) while you are a user of the Service, you may reject any such change by sending Venture23 written notice within thirty (30) calendar days of the change to the Notice Address provided above. By rejecting any future change, you are agreeing that you will arbitrate any dispute between us in accordance with the language of this Arbitration Agreement as of the date you first accepted these Terms of Service (or accepted any subsequent changes to these Terms of Service).

Governing Law

The Terms – and your use of the Services – are governed by the laws of the state of Wyoming, without regard to conflict of laws rules. Any arbitration commenced against us is subject to the AAA Rules.

User Disputes

You agree that you are solely responsible for your interactions with any other user in connection with the Service, and Venture23 will have no liability or responsibility with respect thereto. Venture23 reserves the right, but has no obligation, to become involved in any way with disputes between you and any other user of the Service.

General

These Terms of Service (together with the terms incorporated by reference herein) constitute the entire agreement between you and Venture23 governing your access and use of the Service, and supersede any prior agreements between you and Venture23 with respect to the Service. You also may be subject to additional terms and conditions that may apply when you use Third-Party Services, third-party content or third-party software. These Terms of Service will be governed by the laws of the State of Wyoming without regard to its conflict of law provisions. With respect to any disputes or claims not subject to arbitration, as set forth above, you and Venture23 submit to the personal and exclusive jurisdiction of the state and federal courts located within Sheriden, WY. The failure of Venture23 to exercise or enforce any right or provision of these Terms of Service will not constitute a waiver of such right or provision. If any provision of these Terms of Service is found by a court of competent jurisdiction to be invalid, the parties nevertheless agree that the court should endeavor to give effect to the parties' intentions as reflected in the provision, and the other provisions of these Terms of Service remain in full force and effect. You agree that regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to use of the Service or these Terms of Service must be filed within one (1) year after such claim or cause of action arose or be forever barred. A printed version of these Terms of Service and of any notice given in electronic form will be admissible in judicial or administrative proceedings based upon or relating to these Terms of Service to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form. You may not assign these Terms of Service without the prior written consent of Venture23, but Venture23 may assign or transfer these Terms of Service, in whole or in part, without restriction.

The section titles in these Terms of Service are for convenience only and have no legal or contractual effect. As used in these Terms of Service, the words "include" and "including," and variations thereof, will not be deemed to be terms of limitation, but rather will be deemed to be followed by the words "without limitation." Notices to you may be made via either email or regular mail. The Service may also provide notices to you of changes to these Terms of Service or other matters by displaying notices or links to notices generally on the Service. Venture23 will not be in default hereunder by reason of any failure or delay in the performance of its obligations where such failure or delay is due to civil disturbances, riot, epidemic, hostilities, war, terrorist attack, embargo, natural disaster, acts of God, flood, fire, sabotage, fluctuations or unavailability of electrical power, network access or equipment, or any other circumstances or causes beyond Venture23's reasonable control.

U.S. Government Restricted Rights

The Service is made available to the U.S. government with "RESTRICTED RIGHTS." Use, duplication, or disclosure by the U.S. government is subject to the restrictions contained in 48 CFR 52.227-19 and 48 CFR 252.227-7013 et seq. or its successor. Access or use of the Service (including the Software) by the U.S. government constitutes acknowledgement of our proprietary rights in the Service (including the Software).

Questions? Concerns? Suggestions?

Please contact us at contact@verulink.com to report any violations of these Terms of Service or to pose any questions regarding these Terms of Service or the Service.