Veil International Terms of Service

Last Updated January 14, 2019

These terms of service, together with any documents and additional terms they expressly incorporate by reference (collectively, these "Terms"), are entered into between Veil International, Ltd. ("Veil," "we," "us" and "our") and you or the company or other legal entity you represent ("you" or "your"), and constitute a binding legal agreement.

Please read these Terms carefully, as these Terms govern your use of our Portal and our Services, and expressly cover your rights and obligations, and our disclaimers and limitations of legal liability, relating to such use. By clicking "I agree" to these Terms or otherwise accessing or using our Portal or our Services, you accept and agree to be bound by and to comply with these Terms, including the Rulebook and mandatory arbitration provision in Section 12. If you do not agree to these Terms, you must not access or use our Portal or the Services.

You must be able to form a legally binding contract online either on behalf of a company or as an individual. Accordingly, you represent that: (a) if you are agreeing to these Terms on behalf of a company or other legal entity, you have the legal authority to bind the company or other legal entity to these Terms; and (b) you are at least 18 years old (or the age of majority where you reside, whichever is older), can form a legally binding contract online, and have the full, right, power and authority to enter into and to comply with the obligations under these Terms. In addition to the foregoing, you also represent and warrant that you are not a citizen or resident of a state, country, territory or other jurisdiction that is embargoed by the United States or where your use of the Portal or the Services would be illegal or otherwise violate any applicable law.

Please carefully review the disclosures and disclaimers set forth in Section 9 in their entirety before using any software developed by Veil. The information in Section 9 provides important details about the legal obligations associated with your use of the Veil software, some of which being open source.

1. KEY DEFINITIONS

For the purpose of these Terms, the following capitalized terms shall have meanings set forth below.

  1. "Affiliate" means, with respect to a party to these Terms, any legal entity that, directly or indirectly controls, is controlled by, or is under common control with such party.
  2. "Applicable Law" means any domestic or foreign law, rule, statute, regulation, by-law, order, protocol, code, decree, or other directive, requirement or guideline, published or in force which applies to or is otherwise intended to govern or regulate any person, property, transaction, activity, event or other matter, including any rule, order, judgment, directive or other requirement or guideline issued by any Governmental Authority having jurisdiction over Veil, you, the Portal or the Services, or as otherwise duly enacted, enforceable by law, the common law or equity.
  3. "Cryptoasset" means a cryptographic asset that exists on a blockchain.
  4. "Digital Wallet" means an application or software that is used to secure private keys and send blockchain transactions.
  5. "Ether" means the Ethereum blockchain utility token that may be used to purchase computational resources to run decentralized applications or perform actions on the Ethereum blockchain.
  6. "Ethereum Address" means the unique public key cryptocurrency identifier that points to an Ethereum-compatible wallet to which Ether may be sent or stored.
  7. "Governmental Authority" includes any domestic or foreign federal, provincial or state, municipal, local or other governmental, regulatory, judicial or administrative authority.
  8. "Market" means any event or outcome market in which tradeable Shares are offered on the Portal, enabling Trading Members to take a position on the event or outcome.
  9. "Portal" means the Veil site located at https://veil.co, and all associated sites and applications linked thereto by Veil and its Affiliates, which includes, Veil's decentralized application layer on the Ethereum blockchain.
  10. "Rulebook" means the Veil International Rulebook, available at https://veil.co/legal/rulebook.
  11. "Services" has the meaning set out in Section 3.1.
  12. "Share" means an interest that may entitle the holder to receive Cryptoassets upon the settlement of a Market.
  13. "Transaction Fee" has the meaning set forth in Section 3.3.

2. MODIFICATIONS TO THESE TERMS

We reserve the right, in our sole discretion, to modify these Terms and the Rulebook from time to time. If we make changes, we will provide you with notice of such changes, such as by sending an email, providing a notice through our Services or updating the date at the top of these Terms. Unless we say otherwise in our notice, any and all such modifications are effective immediately, and your continued use of our Services after we provide such notice will confirm your acceptance of the changes. If you do not agree to the amended Terms, you must stop using our Services.

3. SERVICES

  1. Services

    The primary purpose of the Portal is to browse and trade in binary options and other derivative instruments (the "Services").

  2. Transaction Fees

    Some Services involve the use of the Ethereum blockchain, which may require that you pay a fee for the computational resources required to perform a transaction on that blockchain ("Transaction Fee"). For these Services, you acknowledge and agree that Veil has no control over: (a) any Ethereum blockchain transactions; (b) the method of payment of any Transaction Fees; or (c) any actual payments of Transaction Fees. Accordingly, you must ensure that you have a sufficient balance of Ether, as applicable, to complete any transaction on the applicable blockchain before initiating such transaction. We will make reasonable efforts to notify you of any Transaction Fees before initiating any Services that require the use of the Ethereum blockchain.

  3. Veil Transaction Fees

    Veil deducts a fee each time that one of your orders is transmitted to 0x via an Ethereum transaction and charges a fee when you redeem your Shares with Veil in exchange for Ether ("Veil Transaction Fee"). The current Veil Transaction Fee amounts are posted at https://veil.co/faq#what-fees-does-veil-charge.

  4. Conditions and Restrictions

    We may, at any time and in our sole discretion, restrict your access to, or otherwise impose conditions or restrictions upon your use of, the Services or the Portal, with or without prior notice.

  5. No Broker, Legal or Fiduciary Relationship

    Veil is not your broker, lawyer, intermediary, agent, or advisor and has no fiduciary relationship or obligation to you regarding any other decisions or activities that you effect when using the Portal or the Services. Neither our communications nor any information that we provide to you is intended as, or shall be considered or construed as, advice.

  6. Your Responsibilities

    As a condition to accessing or using the Services or the Portal, you shall:

    1. only use the Services and the Portal for lawful purposes and in accordance with these Terms and the Rulebook;
    2. ensure that, at all times, all information that you provide on the Portal is current, complete and accurate;
    3. review the Rulebook, including any amendments or annexes thereto, and comply with all provisions contained therein;
    4. provide us with your Digital Wallet information and any other requested information for know-your-customer and other compliance purposes; and
    5. maintain the security and confidentiality of your Ethereum private keys.
  7. Unacceptable Use or Conduct

    As a condition to accessing or using the Portal or the Services, you will not:

    1. violate any Applicable Law, including, without limitation, any relevant and applicable anti-money laundering and anti-terrorist financing laws, such as the Bank Secrecy Act, each as may be amended;
    2. infringe on or misappropriate any contract, intellectual property or other third-party right, or commit a tort while using the Portal or the Services;
    3. use the Services in any manner that could interfere with, disrupt, negatively affect, or inhibit other users from fully enjoying the Services, or that could damage, disable, overburden, or impair the functioning of the Services in any manner;
    4. attempt to circumvent any content filtering techniques or security measures that Veil employs on the Portal, or attempt to access any service or area of the Portal or the Services that you are not authorized to access;
    5. use the Services to pay for, support, or otherwise engage in any illegal gambling activities, fraud, money-laundering, or terrorist activities, or other illegal activities;
    6. use any robot, spider, crawler, scraper, or other automated means or interface not provided by us, to access the Services or to extract data;
    7. introduce any malware, virus, Trojan horse, worm, logic bomb, drop-dead device, backdoor, shutdown mechanism or other harmful material into the Portal or the Services;
    8. provide false, inaccurate, or misleading information;
    9. post content or communications on the Portal that are, in our sole discretion, libelous, defamatory, profane, obscene, pornographic, sexually explicit, indecent, lewd, vulgar, suggestive, harassing, hateful, threatening, offensive, discriminatory, bigoted, abusive, inflammatory, fraudulent, deceptive or otherwise objectionable;
    10. post content on the Portal containing unsolicited promotions, political campaigning, or commercial messages or any chain messages or user content designed to deceive or trick the user of the Service;
    11. use the Portal or the Services from a jurisdiction that we have, in our sole discretion, or a relevant Governmental Authority has determined is a jurisdiction where the use of the Portal or the Services is prohibited;
    12. violate any rules, requirements or provisions set forth in the Rulebook; or
    13. encourage or induce any third party to engage in any of the activities prohibited under this Section 3.7.
  8. Your Assumption of Risks

    You represent and warrant that you:

    1. have the knowledge, experience, understanding, professional advice and information to make your own evaluation of the merits, risks and applicable compliance requirements under Applicable Law of participating in the Services;
    2. know, understand and accept the risks associated with your Digital Wallet, the Ethereum blockchain, Ether, 0x and Augur;
    3. know, understand and accept the risks associated with providing us with the incorrect Digital Wallet Information when using the Services; and
    4. accept the risks associated with acquiring, selling or trading binary options and other derivative instruments, and are responsible for conducting your own independent analysis of the risks specific to any Ether acquired, sold or traded by you and your use of the Services.

    You hereby assume, and agree that Veil will have no responsibility or liability for, such risks. You hereby irrevocably waive, release and discharge all claims, whether known or unknown to you, against Veil, its affiliates and their respective shareholders, members, directors, officers, employees, agents and representatives related to any of the risks set forth herein.

  9. Your Content

    You hereby grant to us a royalty-free, fully paid-up, sublicensable, transferable, perpetual, irrevocable, non-exclusive, worldwide license to use, copy, modify, create derivative works of, display, perform, publish and distribute, in any form, medium or manner, any content that is available to other users via the Veil Platform as a result of your use of the Portal (collectively, "Your Content") through your use of the Services or the Portal, including, without limitation, for promoting Veil (or its Affiliates), the Services or the Portal. You represent and warrant that: (a) you own Your Content or have the right to grant the rights and licenses in these Terms; and (b) Your Content and our use of Your Content, as licensed herein, does not and will not violate, misappropriate or infringe on any third party's rights.

4. PRIVACY POLICY

Please refer to our privacy policy available at https://veil.co/legal/privacy for information about how we collect, use, share and otherwise process information about you.

5. PROPRIETARY RIGHTS

  1. Ownership of Services; License to Services

    Excluding any third-party software that the Portal or the Services incorporates, as between you and Veil, Veil owns the Portal and the Services, including all technology, content and other materials used, displayed or provided on the Portal or in connection with the Services (including all intellectual property rights subsisting therein), and hereby grants you a limited, revocable, transferable, license to access and use those portions of the Portal and the Services that are proprietary to Veil.

  2. Limitations

    You may not: (a) resell, lease, lend, share, distribute or otherwise permit any third party to use the Portal or the Services; or (b) use the Portal or the Services for time-sharing or service bureau purposes.

  3. Trademarks

    Any of Veil's product or service names, logos, and other marks used in the Portal or as a part of the Services, including Veil's name and logo are trademarks owned by Veil, its Affiliates or its applicable licensors. You may not copy, imitate or use them without Veil's (or the applicable licensor's) prior written consent.

6. CHANGES; SUSPENSION; TERMINATION

  1. Changes to Services

    We may, at our sole discretion, from time to time and with or without prior notice to you, modify, suspend or disable, temporarily or permanently, the Services, in whole or in part, for any reason whatsoever, including, but not limited to, as a result of a security incident.

  2. No Liability

    We will not be liable for any losses suffered by you resulting from any modification to any Services or from any suspension or termination, for any reason, of your access to all or any portion of the Portal or the Services.

  3. Survival

    The following sections will survive any termination of your access to the Portal or the Services, regardless of the reasons for its expiration or termination, in addition to any other provision which by law or by its nature should survive: Sections 1, 4, 5, 6.3, and 7-14.

7. ELECTRONIC NOTICES

You consent to receive all communications, agreements, documents, receipts, notices, and disclosures electronically (collectively, our "Communications") that we provide in connection with these Terms or any Services. You agree that we may provide our Communications to you by posting them on the Portal or by emailing them to you at the email address you provide in connection with using the Services, if any. You should maintain copies of our Communications by printing a paper copy or saving an electronic copy. You may also contact our support team to request additional electronic copies of our Communications by filing a support request at hello@veil.co.

8. INDEMNIFICATION

You will defend, indemnify, and hold harmless us, our Affiliates, and our and our Affiliates' respective shareholders, members, directors, officers, employees, attorneys, agents, representatives, suppliers and contractors (collectively, "Indemnified Parties") from any claim, demand, lawsuit, action, proceeding, investigation, liability, damage, loss, cost or expense, including without limitation reasonable attorneys' fees, arising out of or relating to (a) your use of, or conduct in connection with, the Portal or Services; (b) Ethereum blockchain assets associated with your Ethereum Address; (c) your violation of these Terms, Applicable Law or the Rulebook; or (d) your infringement or misappropriation of the rights of any other person or entity. If you are obligated to indemnify any Indemnified Party, Veil (or, at its discretion, the applicable Indemnified Party) will have the right, in its sole discretion, to control any action or proceeding and to determine whether Veil wishes to settle, and if so, on what terms.

9. DISCLOSURES; DISCLAIMERS

Veil is a software developer and acts as a derivatives transaction order transmission and matching platform in the provision of the Services. In that capacity, Veil operates a derivatives trading platform. Users communicate their orders to Veil, and Veil matches those orders with overlapping orders (subject to charging a fee) and sends an Ethereum transaction to 0x to execute the trade. Veil will never have any control of user funds.

You are responsible for complying with all laws and regulations applicable to your transactions, including, but not limited to, the Commodity Exchange Act and the regulations promulgated thereunder by the U.S. Commodity Futures Trading Commission ("CFTC"), the federal securities laws and the regulations promulgated thereunder by the U.S. Securities and Exchange Commission ("SEC"), and the regulations promulgated by the Cayman Island Monetary Authority ("CIMA"). You understand that Veil is not registered or licensed by the CFTC, the SEC, the CIMA, or any financial regulatory authority. No financial regulatory authority has reviewed or approved the use of the Veil Portal. This website, the Services and the Veil Portal do not constitute advice or a recommendation concerning any commodity, security or other asset. Veil is not acting as an investment adviser or commodity trading advisor to any person.

Veil does not own or control certain aspects of the underlying software protocols that are used in connection with the Services. In general, those underlying protocols are open source and anyone can use, copy, modify, and distribute them. Veil is not responsible for operation of those underlying protocols, and Veil makes no guarantee of their functionality, security, or availability.

To the maximum extent permitted under Applicable Law, the Portal and the Services (and any of their content or functionality) provided by or on behalf of us are provided on an "AS IS" and "AS AVAILABLE" basis, and we expressly disclaim, and you hereby waive, any representations, conditions or warranties of any kind, whether express or implied, legal, statutory or otherwise, or arising from statute, otherwise in law, course of dealing, or usage of trade, including, without limitation, the implied or legal warranties and conditions of merchantability, merchantable quality, quality or fitness for a particular purpose, title, security, availability, reliability, accuracy, quiet enjoyment and non-infringement of third party rights. Without limiting the foregoing, we do not represent or warrant that the Portal or the Services (including any data relating thereto) will be uninterrupted, available at any particular time or error-free. Further, we do not warrant that errors in the Portal or the Service are correctable or will be correctable.

You acknowledge that your data on the Portal may become irretrievably lost or corrupted or temporarily unavailable due to a variety of causes, and agree that, to the maximum extent permitted under Applicable Law, we will not be liable for any loss or damage caused by denial-of-service attacks, software failures, viruses or other technologically harmful materials (including those which may infect your computer equipment), protocol changes by third party providers, Internet outages, force majeure events or other disasters, scheduled or unscheduled maintenance, or other causes either within or outside our control.

The disclaimer of implied warranties contained herein may not apply if and to the extent such warranties cannot be excluded or limited under the Applicable Law of the jurisdiction in which you reside.

10. EXCLUSION OF CONSEQUENTIAL AND RELATED DAMAGES

In no event shall we (together with our Affiliates, including our and our Affiliates’ respective shareholders, members, directors, officers, employees, attorneys, agents, representatives, suppliers or contractors) be liable for any incidental, indirect, special, punitive, consequential or similar damages or liabilities whatsoever (including, without limitation, damages for loss of data, information, revenue, goodwill, profits or other business or financial benefit) arising out of or in connection with the Portal and the Services (and any of their content and functionality), any execution or settlement of a transaction, any performance or non-performance of the Services, your Ether or any other product, service or other item provided by or on behalf of us, whether under contract, tort (including negligence), civil liability, statute, strict liability, breach of warranties, or under any other theory of liability, and whether or not we have been advised of, knew of or should have known of the possibility of such damages and notwithstanding any failure of the essential purpose of these Terms or any limited remedy hereunder nor is Veil in any way responsible for the execution or settlement of transactions between users of the Portal.

11. LIMITATION OF LIABILITY

In no event shall our aggregate liability (together with our Affiliates, including our and our Affiliates’ respective shareholders, members, directors, officers, employees, attorneys, agents, representatives, suppliers or contractors) arising out of or in connection with the Portal and the Services (and any of their content and functionality), any performance or non-performance of the Services, your Ether or any other product, service or other item provided by or on behalf of us, whether under contract, tort (including negligence), civil liability, statute, strict liability or other theory of liability exceed the amount of fees paid by you to us under these Terms, if any, in the twelve (12) month period immediately preceding the event giving rise to the claim for liability.

12. DISPUTE RESOLUTION AND ARBITRATION

Please read the following section carefully because it requires you to arbitrate certain disputes and claims with Veil and limits the manner in which you can seek relief from us, unless you opt out of arbitration by following the instructions set forth below. In addition, arbitration precludes you from suing in court or having a jury trial.

You and Veil agree that any dispute arising out of or related to these Terms or our Services is personal to you and Veil and that any dispute will be resolved solely through individual action, and will not be brought as a class arbitration, class action or any other type of representative proceeding.

Except for small claims disputes in which you or Veil seeks to bring an individual action in small claims court located in the county of your billing address or disputes in which you or Veil seeks injunctive or other equitable relief for the alleged unlawful use of intellectual property, you and Veil waive your rights to a jury trial and to have any dispute arising out of or related to these Terms or our Services resolved in court. Instead, for any dispute or claim that you have against Veil or relating in any way to the Services, you agree to first contact Veil and attempt to resolve the claim informally by sending a written notice of your claim ("Notice") to Veil by email at hello@veil.co. The Notice must (a) include your name, residence address, email address, and telephone number; (b) describe the nature and basis of the claim; and (c) set forth the specific relief sought. Our notice to you will be similar in form to that described above. If you and Veil cannot reach an agreement to resolve the claim within thirty (30) days after such Notice is received, then either party may submit the dispute to binding arbitration administered by American Arbitration Association ("AAA") or, under the limited circumstances set forth above, in court. All disputes submitted to AAA will be resolved through confidential, binding arbitration before one arbitrator. Arbitration proceedings will be held in the Cayman Islands, in accordance with the AAA Arbitration Consumer Rules and Procedures ("AAA Rules"). The most recent version of the AAA Rules are available on the AAA website and are hereby incorporated by reference. You either acknowledge and agree that you have read and understand the AAA Rules or waive your opportunity to read the AAA Rules and waive any claim that the AAA Rules are unfair or should not apply for any reason.

The arbitrator, Veil, and you will maintain the confidentiality of any arbitration proceedings, judgments and awards, including, but not limited to, all information gathered, prepared and presented for purposes of the arbitration or related to the dispute(s) therein. The arbitrator will have the authority to make appropriate rulings to safeguard confidentiality, unless the law provides to the contrary. The duty of confidentiality does not apply to the extent that disclosure is necessary to prepare for or conduct the arbitration hearing on the merits, in connection with a court application for a preliminary remedy or in connection with a judicial challenge to an arbitration award or its enforcement, or to the extent that disclosure is otherwise required by law or judicial decision.

You and Veil agree that for any arbitration you initiate, you will pay the filing fee and Veil will pay the remaining AAA fees and costs. For any arbitration initiated by Veil, Veil will pay all AAA fees and costs. You and Veil agree that the courts of the Cayman Islands have exclusive jurisdiction over any appeals and the enforcement of an arbitration award.

Any claim arising out of or related to these Terms or our Services must be filed within one year after such claim arose; otherwise, the claim is permanently barred, which means that you and Veil will not have the right to assert the claim.

You have the right to opt out of binding arbitration within 30 days of the date you first accepted the terms of this Section 12 by emailing us at hello@veil.co. In order to be effective, the opt-out notice must include your full name and address and clearly indicate your intent to opt out of binding arbitration. By opting out of binding arbitration, you are agreeing to resolve disputes in accordance with Section 13.

If any portion of this Section 12 is found to be unenforceable or unlawful for any reason, (a) the unenforceable or unlawful provision shall be severed from these Terms; (b) severance of the unenforceable or unlawful provision shall have no impact whatsoever on the remainder of this Section 12 or the parties’ ability to compel arbitration of any remaining claims on an individual basis pursuant to this Section 12; and (c) to the extent that any claims must therefore proceed on a class, collective, consolidated, or representative basis, such claims must be litigated in a civil court of competent jurisdiction and not in arbitration, and the parties agree that litigation of those claims shall be stayed pending the outcome of any individual claims in arbitration. Further, if any part of this Section 12 is found to prohibit an individual claim seeking public injunctive relief, that provision will have no effect to the extent such relief is allowed to be sought out of arbitration, and the remainder of this Section 12 will be enforceable.

13. GOVERNING LAW

The interpretation and enforcement of these Terms, and any dispute related to these Terms, the Portal or the Services, will be governed by and construed and enforced in accordance with the laws of the Cayman Islands, as applicable, without regard to conflict of law rules or principles (whether of the Cayman Islands or any other jurisdiction) that would cause the application of the laws of any other jurisdiction. You agree that we may initiate a proceeding related to the enforcement or validity of our intellectual property rights in any court having jurisdiction. With respect to any other proceeding that is not subject to arbitration under these Terms, the courts located in the Cayman Islands will have exclusive jurisdiction. You waive any objection to venue in any such courts.

14. MISCELLANEOUS

Any right or remedy of Veil set forth in these Terms is in addition to, and not in lieu of, any other right or remedy whether described in these Terms, under Applicable Law, at law or in equity. Our failure or delay in exercising any right, power, or privilege under these Terms shall not operate as a waiver thereof. The invalidity or unenforceability of any of these Terms shall not affect the validity or enforceability of any other of these Terms, all of which shall remain in full force and effect. We will have no responsibility or liability for any failure or delay in performance of the Portal or any of the Services, or any loss or damage that you may incur, due to any circumstance or event beyond our control, including without limitation any flood, extraordinary weather conditions, earthquake, or other act of God, fire, war, insurrection, riot, labor dispute, accident, action of government, communications, power failure, or equipment or software malfunction. You may not assign or transfer any right to use the Portal or the Services, or any of your rights or obligations under these Terms, without our express prior written consent, including by operation of law or in connection with any change of control. We may assign or transfer any or all of our rights or obligations under these Terms, in whole or in part, without notice or obtaining your consent or approval. Headings of sections are for convenience only and shall not be used to limit or construe such sections. These Terms contain the entire agreement, and supersede all prior and contemporaneous understandings between the parties regarding the Portal and the Services. In the event of any conflict between these Terms and any other agreement you may have with us, these Terms will control unless the other agreement specifically identifies these Terms and declares that the other agreement supersedes these Terms.