TERMS AND CONDITIONS

Last modified: July 22, 2024

General

These Terms and Conditions (“Terms”) are entered into between you (“User”, “you”, “your”), and VersaLabs Inc. (“Versa”, “we”, “us”, “our”), a company incorporated under the laws of the Republic of Panama. The User and Versa are hereinafter separately referred to as “Party” and collectively as “Parties”. These Terms are to be read together with the provisions outlined in our Privacy Notice (“Privacy Notice”).

By accessing and/or using this website located at https://www.versadex.finance/ (“Interface”, “VersaDex” or “Website”), using and/or accessing the tools and information made available via the Interface, and using and/or accessing the Protocols available through it, the User agrees that: (i) User has read and understood these Terms; and (ii) User shall be bound by these Terms, which set forth legally binding terms and conditions between User and the Interface.

We reserve the right to modify or amend these Terms in our sole discretion from time to time. The “Last modified” date specified on these Terms indicates the date on which the Terms were last updated. Please check these Terms periodically to ensure that you are aware of and in compliance with the most current version. Any revisions to the Terms shall take effect immediately upon such revised Terms being made accessible via the Interface. Such revised Terms shall be binding on the User, and by the User’s continued access and/or use of the Interface, the User shall be deemed to agree to and accept the Terms as revised.

Use of Interface and the Protocols

2.1. The Interface has been developed to:

2.1.1. Enable Users to access and/or use VersaBot, a decentralized protocol on public blockchains for interacting with accepted digital assets (“The Protocol”, “Protocol” or “VersaBot”).

2.1.2. In order to access and/or use the Interface and its associated functions including access and/or use of the Protocols via the Interface, Users will first be required to connect a Supported Wallet via the Interface that is compatible with the Protocols. To utilize VersaBot services, you must use a non-custodial wallet. Your relationship with your wallet provider is separate from your relationship with VersaBot. VersaBot supports multichain swap functionality, allowing users to execute swaps across multiple blockchains.

2.1.3. Users agree and acknowledge that VersaDex does not have access to, and cannot withdraw or transfer, any of User’s Supported Digital Assets that User may elect to deploy in connection with the Protocol. VersaBot assumes no responsibility or liability for any issues, losses, or disputes arising from your relationship with your non-custodial wallet provider. Any problems or claims related to the wallet provider must be resolved directly with the provider.

2.1.4. The Interface is hosted and maintained by us; we may, in our sole discretion, modify or discontinue support for the Interface and/or access to the Protocols at any time.

2.1.5. Users shall be responsible for obtaining the data network access necessary to use and/or access the Interface, and for acquiring compatible hardware or devices necessary to access and use the Interface and any updates thereto.

2.1.6. Use of the Interface and/or the Protocols may be disrupted as a result of malfunction and/or delays inherent to the use of the internet and electronic communications. Users agree that VersaDex shall not be responsible for any such disruption, malfunction, and/or delay, and any loss which may arise therefrom.

2.1.7. The Website and its contents are our property or the property of our licensors and are protected by copyright, trademark, patent, and other applicable laws. Users are permitted to download and print content from the Website solely for their personal use to the extent required to access and use the tools and information made available via the Website. Unless with our prior written consent, the Website and its contents must not be reproduced, modified, redistributed, or otherwise used for any other reason.

2.2. Protocol Specific Features:

2.2.1 VersaBot includes a fiat on-ramp feature, enabling users to convert fiat currency into cryptocurrency. The fiat on-ramp service is provided by a third party. VersaBot is not responsible for any issues, liabilities, or obligations arising from the use of the fiat on-ramp service. All responsibilities and risks associated with the fiat on-ramp service rest solely with the third-party provider.

2.2.2 VersaBot offers a feature called VersaAI, an AI tool that facilitates transactions in the user’s preferred language. Users can input simple instructions to trigger transactions through VersaAI.

2.2.3. Users must ensure that any instructions submitted to VersaBot, including those through VersaAI, are complete and accurate. Inaccurate, incomplete, or erroneous instructions may result in unintended transactions or other issues for which VersaBot will not be held responsible. It is your sole responsibility to review and verify the accuracy of all instructions before submission. VersaBot disclaims any liability for losses or damages arising from user errors in submitted instructions.

2.2.4 VersaBot reserves the right to add new features and functionalities to its services in the future. This document will be updated accordingly to reflect any such additions or changes. It is your responsibility to review these updates and stay informed about the terms governing your use of VersaBot services.

Eligibility

Use of the Interface and the Protocols that can be accessed through it is subject to the following conditions:

1. You must be of legal age in your country (e.g., 18 years old) or represent a legally constituted entity and have the authority to agree to these Terms and Conditions without violating any other agreements.

2. You must not be located in, or be a national or resident of, any restricted or embargoed countries prohibited from using VersaBot and its services.

3. You must not be listed on any denied persons lists or be subject to economic sanctions.

4. You must not be under any legal restriction that prevents you from using VersaBot Services and must comply with all local, national, and international laws applicable to your use of VersaBot Services.

Excluded Jurisdiction

For these Terms, "Excluded Jurisdiction" refers to any of the following regions:

1. The United States of America, including all its territories and possessions (collectively, "United States").

2. Any jurisdiction identified by the Financial Action Task Force (FATF) as having strategic AML/CFT deficiencies, listed under FATF’s “High-risk and Other Monitored Jurisdictions” available at www.fatf-gafi.org.

3. Any jurisdiction subjected to comprehensive economic sanctions by the United States, United Kingdom, European Union, or United Nations.

4. Any jurisdiction where the Interface and/or Protocol(s) are prohibited or would require licensing, permissions, or approvals for use.

Excluded Persons

For these Terms, "Excluded Persons" include:

1. Citizens of an Excluded Jurisdiction.

2. Domiciled in, residents of, or physically present in an Excluded Jurisdiction.

3. Corporations that: a. Are incorporated in, operate from, or have a registered office in an Excluded Jurisdiction. b. Are controlled by individuals who are citizens of, domiciled in, residents of, or physically present in an Excluded Jurisdiction.

4. Individuals or corporations accessing and/or using the Interface and/or Protocol(s) from within an Excluded Jurisdiction.

5. Individuals or corporations listed on the United Nations Consolidated List (accessible at https://www.un.org/securitycouncil/content/un-sc-consolidated-list) or any other sanctions list maintained by the United States, United Kingdom, European Union, or United Nations.

6. Individuals or corporations otherwise prohibited or ineligible under any applicable laws from accessing and/or using the Interface and/or Protocol(s).

Intellectual Property Rights

You acknowledge and agree to the following terms regarding intellectual property rights related to VersaDex and VersaBot:

1. All trademarks, service marks, and logos used on the Protocol and the Interface, that are associated with us and our affiliates are the exclusive property of Versa or third-party licensors. You are granted no additional rights regarding these trademarks and logos beyond the specific license provided to you.

2. The intellectual property rights in the Protocol and the Interface, are either owned by or licensed to us. Aside from the specific license granted to you, no additional rights are provided to you regarding the trademarks, the product, and its Services.

3. Any reproduction, distribution, adaptation, modification, or commercial exploitation of any part of the Protocol and the Interface, and its services is strictly prohibited without explicit written consent from us. You agree not to sell, license, reverse engineer, modify, publish, participate in the transfer or sale of, create derivative works from, or in any other way exploit any of the Content, in whole or in part.

4. We may provide written or electronic materials including software, graphics, data, databases, text, audio, images, video, photos, or other content, along with related features, services, and applications available to you from time to time. All such Content remains the exclusive property of Versa.

5. By posting content on the Protocol and the Interface, you grant us a license to use such content for business purposes. You must ensure that you have the necessary rights to any content you post.

Prohibited Activities

You are strictly prohibited from using the Protocol and the Interface and its services for any of the following activities:

1. Engaging in any activities that violate local, national, or international laws, regulations, or legal orders, including but not limited to money laundering, terrorist financing, and fraudulent activities.

2. Attempting to manipulate the market, including but not limited to wash trading, spoofing, layering, and other forms of market manipulation.

3. Attempting to gain unauthorized access to our systems, networks, or data, or attempting to interfere with the proper functioning of the Protocol and the Interface

4. Uploading or distributing any software, programs, or files that are harmful, disruptive, or invasive, including viruses, malware, or any other malicious code.

5. Using the services if you are located in, or a national or resident of, any restricted locations or countries embargoed or prohibited from using the Protocol and the Interface Using VersaBot in ways that infringe on any intellectual property rights.

6. Engaging in any activities that violate these Terms and Conditions, or any other policies or guidelines provided by us.

7. Altering, combining, or integrating the Protocol and the Interface with other software without prior written consent.

8. Attempting to exploit any vulnerabilities in the Protocol and the Interface for personal gain or to harm us or the users.

9. Attempting to obtain the Protocol's source code through reverse engineering, decompilation, disassembly, or any other method.

10. Engaging in any of the above activities may result in immediate termination of your access to Versa Services and may subject you to legal action and other consequences as deemed appropriate by us.

User Responsibility and Limitation of Liability

Performance and Reliability: The Protocol and the Interface are provided "as is," without any guarantees of performance, accuracy, or reliability. You use them at your own risk. We make no warranties, expressed or implied, regarding the operation of the Protocol and the Interface or the outcomes of any actions conducted through it.

Assumption of Risk: Trading cryptocurrencies involves a high risk of loss, including the potential to lose the entire value of your investment. The value of cryptocurrencies and digital assets can fluctuate widely, and users may experience losses. Versa is not liable for any financial losses incurred as a result of using the Service. Users should make operations with money they can afford to lose and are solely responsible for their trading decisions.

No Investment Advice: Versa does not provide investment advice, broker trades, or endorse any particular cryptocurrency, digital asset, or trading strategy. All trades are unsolicited and initiated by you. Users should conduct their research and consult with licensed financial, legal, and tax advisors before making any investment decisions.

Non-Custodial Nature: Neither the Protocol nor the Interface controls your digital assets. You are solely responsible for maintaining the confidentiality and security of your wallet/account information, including private keys and passwords. We will not be liable for any unauthorized access to or use of user accounts resulting from the failure to secure such information. You are fully responsible for managing your digital assets and wallet. Any issues, losses, or disputes related to your wallet are solely your responsibility.

Technology-Related Risks: Using the Protocol and the Interface, involves various technology-related risks, including but not limited to hardware failures, software bugs, network interruptions, and cyberattacks. Versa may experience system failures, including hardware malfunctions, software bugs, server downtime, and network interruptions.

Cybersecurity Threats: VersaBot services can be subjected to cybersecurity threats, including hacking, phishing attacks, malware, and other unauthorized access attempts. While we implement security measures to protect the Platform, complete security cannot be guaranteed. Users acknowledge these inherent risks.

Third-Party Services and Links: Versa can rely on third-party services and platforms. Any issues, outages, or changes in these third-party services can impact the functionality and effectiveness of the Protocol. We do not control or assume responsibility for the actions, policies, or performance of these third-party services. Users interact with third-party services at their own risk and should review their terms and conditions and privacy policies. The Interface and Protocol may contain links to external sites but is not responsible for their content.

Periodic Updates and Maintenance: We may perform periodic updates and maintenance on Versa to improve functionality, security, and performance. During these periods, the Protocol and Interfase may be temporarily unavailable or its performance may be affected. You acknowledge that such updates and maintenance are necessary for ongoing reliability and performance improvements.

No Liability for User Actions: Versa shall not be held liable for any actions taken or not taken by you based on the functionalities provided by the Protocol and the Interface This includes any losses, damages, or other liabilities arising from:

Configurations, settings, or use made by the user that are incorrect, inappropriate, or not aligned with the intended use of the Protocol and the Interface.

Any misuse, misunderstanding, or misinterpretation of the functionalities provided by Versa.

Any other actions or inactions by the user, including but not limited to negligence, lack of understanding, or failure to follow provided instructions and guidelines.

User Errors: The effectiveness and functionality of Versa are contingent upon your accurate and proper use of the product and its services. Versa shall not be held liable for any loss or damage arising from any incorrect, improper, or inaccurate use of its products and services by the user. Users bear full responsibility for ensuring the accuracy and appropriateness of their use of Versa.

Compliance: Users are responsible for understanding and complying with all applicable laws and regulations in their jurisdiction. We do not provide any assurances regarding the legality of using Versa and its Services in any specific jurisdiction and will not be liable for any regulatory issues or penalties that users may face. Users must handle their own legal compliance and tax responsibilities.

User Device: Users are responsible for obtaining and maintaining the necessary security related to hardware and software, including antivirus software and timely updates for their devices. Users bear sole responsibility for any access to the Protocol and the Interface through their device, even if unauthorized. In case of loss, theft, or unauthorized access to your device, Versa is not liable for losses or damages due to unauthorized use of your device.

User Feedback: By submitting comments or ideas about the Protocol and the Interface including suggestions for improvements, you agree that your disclosure is gratuitous, unsolicited, and without restriction, and will not place us under any fiduciary or other obligation. We are free to use the ideas without any additional compensation to you, and/or to disclose the ideas on a non-confidential basis or otherwise to anyone. You further acknowledge that, by accepting your submission, we do not waive any rights to use similar or related ideas previously known to us, developed by our employees, or obtained from sources other than you.

Limitation of Liability

Except as expressly provided herein, to the fullest extent permitted by law, Versa provides its platform and services on an "as is" and "as available" basis and disclaims all representations and warranties, express or implied, including but not limited to warranties of quality, suitability, merchantability, and fitness for a particular purpose. Notwithstanding any provision to the contrary, VersaBot shall not be liable for any indirect, incidental, special, punitive, or consequential damages, including but not limited to lost profits, lost revenues, lost business opportunities, or other losses arising out of or in connection with:

Any delay, suspension, discontinuance, or failure of the product or services.

Inability to complete operations due to system maintenance or breakdowns.

Unauthorized use of the user’s device or services by third parties.

Theft or loss of the user’s device.

Compliance with applicable laws or court orders.

Additionally, Versa is not liable for any loss or damage caused by events outside its reasonable control, including but not limited to force majeure events such as natural disasters, acts of war or civil unrest, strikes, or governmental actions. Nothing in these terms shall limit or exclude Versa’s liability for fraud, death, or personal injury resulting from gross negligence or unlawful misconduct.

Indemnification

You hereby agree to indemnify, defend, and hold harmless Versa, its affiliates, third-party service providers, and each of their respective officers, directors, agents, joint venturers, employees, and representatives from and against any claims, demands, liabilities, damages, losses, costs, or expenses, including reasonable attorneys’ fees, arising out of or related to:

Your breach of these Terms and Conditions.

Your use of the Protocol and the Interface

Your violation of any applicable laws, regulations, or the rights of any third party.

Any action resulting from your willful misconduct, fraud, gross negligence, or breach of these Terms and Conditions.

This indemnification obligation extends to any fines, fees, or penalties imposed by any regulatory authority due to the aforementioned actions.

Termination and Limitation Rights

We reserve the right to terminate, suspend, or limit your use of Versa at any time, without prior notice, and at our sole discretion. Such actions may be taken if we reasonably believe that any provision of these Terms and Conditions has been, or may have been, violated or for any other legitimate reason.

In exercising these rights, we shall not be liable for any damages, compensation, or payments resulting from the suspension, termination, or limitation of your access to the Protocol and the Interface. You shall not be entitled to any payment, damages, or compensation for any such actions taken by us.

The suspension, termination, or limitation of your use of the Protocol and the Interface does not absolve you of any accrued liabilities or responsibilities under these Terms and Conditions. Our rights to suspend or terminate your use of VersaBot and its Services are in addition to, and separate from, any other legal rights or remedies available to us.

No Regulatory Supervision

The Interface maintainers and the Interface are not registered or qualified with or licensed by, do not report to, and are not under the active supervision of any government agency or financial regulatory authority or organization. No government or regulator has approved or has been consulted by the Interface maintainers regarding the accuracy or completeness of any information available on the Interface. Similarly, the technology, systems, blockchains, tokens, and persons relevant to information published on the Interface may not be registered with or under the supervision of or be registered or qualified with or licensed by any government agency or financial regulatory authority or organization. The Interface maintainers are not registered as brokers, dealers, advisors, transfer agents, or other intermediaries.

User Responsibility for Accounts & Security

Users are solely responsible for all matters relating to their accounts, addresses, and tokens and for ensuring that all uses thereof comply fully with these Terms. Users are solely responsible for protecting the data integrity and confidentiality of their information, and data or private keys for any wallet applications or devices used in connection with the Interface. The compatibility of the Interface with wallet applications and devices or other third-party applications or devices is not intended as, and you hereby agree not to construe such compatibility as, an endorsement or recommendation thereof or a warranty, guarantee, promise, or assurance regarding the fitness or security thereof.

No Interface Fees; Third-Party Fees Irreversible

There are no fees or charges for use of the Interface. The Interface maintainers do not receive such fees and have no ability to reverse or refund any amounts paid in error.

Dispute Resolution

For any disputes arising under or related to these Terms and Conditions or your use of the Protocol and the Interface, you and any involved party (collectively, "Parties") agree to resolve the matter through binding arbitration. The arbitration shall be governed by Panamanian law, with this clause taking precedence in the event of any conflict.

The Parties waive the right to a jury trial and class action suits, agreeing instead to arbitrate all disputes. The arbitration proceedings will be conducted in Panama, unless otherwise mutually agreed by the Parties.

This agreement and any disputes arising hereunder shall be governed by the laws of Panama.