Terms of Service
Welcome to Vanilla Finance. These Terms of Service constitute a legally binding agreement between you and Vanilla Finance.These Terms outline the conditions governing your use of our Services. Terms with initial capital letters are defined either upon their first appearance or in Section 15 (Definitions) of this document. By accessing or utilizing the Services in any capacity — including but not limited to visiting the Website, downloading the App, or connecting a Wallet to the Services — you acknowledge and confirm the following:
You have read, fully understood, and agree to comply with these Terms of Service.
You are of legal age to enter into a binding contractual agreement with us.
Neither you nor any entity that owns or controls you is subject to sanctions or listed as a prohibited or restricted party, including but not limited to those maintained by the United Nations Security Council, the BVI government, the United Kingdom government, the U.S. government (such as the Specially Designated Nationals List and Foreign Sanctions Evaders List of the U.S. Department of Treasury, and the Entity List of the U.S. Department of Commerce), the European Union or its Member States, or any other applicable governmental authority.
You possess the legal authority to enter into and be bound by these Terms of Service.
If you do not agree to these Terms of Service, you are not authorized to access or use the Services.Certain Services may be subject to Supplemental Terms, which will either be incorporated within these Terms of Service or presented separately for your acceptance upon enrollment in the respective Service. In the event of any inconsistency between the Terms of Service and the Supplemental Terms, the Supplemental Terms shall prevail for the specific Service in question.The Services enable users to discover, monitor, and engage with third-party blockchains, Wallets, and data produced by compatible third-party blockchain applications.
Vanilla Finance is neither a broker, financial institution, financial advisor, investment advisor, nor an intermediary. The platform does not act as your agent, advisor, or custodian under any circumstances. Vanilla Finance does not have the capability to initiate transfers of your cryptocurrency or digital assets, nor can it access them in any manner. No fiduciary relationship or obligation exists between Vanilla Finance and you regarding any decisions or activities you undertake while using the Services. Vanilla Finance does not host, maintain, or provide services for any meme coin projects, nor does it participate in transactions conducted on such platforms. Furthermore, Vanilla Finance does not recommend, endorse, or assume any stance regarding your engagement with these services. Vanilla Finance is incapable of performing transactions or transmitting transaction messages on your behalf. All transactions initiated through our Services are solely executed by you through your Wallet and completed via the relevant third-party service or meme coin project.
Please be advised that this Agreement is subject to modification at any time at the sole discretion of Vanilla Finance. When changes are made, Vanilla Finance will provide an updated version of the Terms of Service within the Services, and any new Supplemental Terms will be made accessible within or through the relevant Service. The “Last Updated” date at the top of the Terms of Service will also be revised accordingly. For new users, changes to the Agreement will take immediate effect. For existing users, such changes will become effective thirty (30) days after a notice is posted on the Website or within the Services. Vanilla Finance may also require you to provide explicit consent to the revised Agreement before continuing to use the Website or Services. If you do not agree with the changes after being notified, you must discontinue using the Website and/or Services. Continued use of the Website and/or Services constitutes your acceptance of the modifications. We encourage you to regularly review the Services to stay informed of the current Terms.
(a) Description of Services. Vanilla Finance provides access to its proprietary online platform, which includes the App, Website, and supporting documentation. This platform allows users to view and interact with Memecoins by connecting Wallets and utilizing the Services to assist in drafting transaction messages between such Wallet and the relevant Memecoin provider.Memecoins are displayed based on predetermined algorithms developed or designed by Vanilla Finance. The display of any Memecoin on the platform, including but not limited to those labeled as "trending" or similar, shall not be interpreted as a recommendation to purchase or refrain from purchasing that Memecoin or any other Digital Asset.THE SERVICES ARE FOR ENTERTAINMENT PURPOSES ONLY. YOU ACCESS AND USE THE SERVICES AT YOUR OWN RISK.
(b) Your User Assets. You represent and warrant that: (a) you either own or have the requisite authority to access the Wallet connected to the third-party source of funds used to fund such Wallet; (b) you either own or have the requisite authority to transfer any User Assets you send through the Services; (c) all User Assets you transfer via the Services have been earned, received, or otherwise acquired by you in full compliance with all applicable laws; and (d) none of the User Assets you transfer in connection with the Services have been subjected to any process, such as "mixing," "tumbling," or any other activity designed to obscure, conceal, or misrepresent the origin or ownership of such assets.
(c) Transfers of User Assets. By utilizing publicly available information in conjunction with your interactions with the Services, the Services are able to generate standard transaction messages tailored to meet your operational objectives as conveyed through your engagement with the Services. You may submit these messages to the validator network of any supported blockchain to initiate the transfer of User Assets. All drafted transaction messages are transmitted by the Services via API to a Wallet chosen by the applicable Registered User. The Registered User is required to personally review and approve any transaction messages they wish to execute. This approval involves signing the relevant transaction message with the Registered User's Private Key, which remains inaccessible to both the Services and Vanilla Finance. Upon authorization, the transaction message will be broadcast to validators through the Wallet, and the Registered User may pay a Gas Fee to ensure the validators record the transaction results on the applicable blockchain, thus completing the transfer of User Assets. Vanilla Finance and the Services do not act as agents or intermediaries for the Registered User, and they neither store, access, nor control any User Assets, private keys, passwords, accounts, or other property belonging to the Registered User. Additionally, they are incapable of conducting transactions or submitting transaction messages on behalf of the Registered User. All transactions related to the Memecoins are executed and recorded solely through the Registered User’s interactions with the respective Memecoin Projects, which are independent of and unaffiliated with Vanilla Finance or the Services.
(d) Taxes. You are solely responsible for determining the applicability of taxes, if any, to transactions involving your User Assets, including the purchase or sale of any Memecoins or the receipt of any Incentives. Vanilla Finance bears no responsibility in this regard.
(e) Wallets. To use certain features of the Services, you will need to create and/or connect a Wallet that you own or control. Access to and use of the Wallet is subject to additional terms and conditions between you and the Wallet provider. Please be aware that if a Wallet or its associated service becomes unavailable, you should refrain from attempting to use the Wallet in connection with the Services. Vanilla Finance disclaims all liability related to such situations, including, but not limited to, any inability to access User Assets sent to or stored in the Wallet. PLEASE NOTE THAT YOUR RELATIONSHIP WITH ANY THIRD-PARTY SERVICE PROVIDERS ASSOCIATED WITH YOUR WALLET IS GOVERNED EXCLUSIVELY BY YOUR AGREEMENTS WITH THESE THIRD-PARTY SERVICE PROVIDERS. Vanilla Finance DISCLAIMS ANY LIABILITY FOR INFORMATION PROVIDED TO IT OR USER ASSETS TRANSFERRED TO THE PROTOCOL THROUGH SUCH THIRD-PARTY SERVICE PROVIDERS IN VIOLATION OF SETTINGS YOU HAVE CONFIGURED IN SUCH WALLETS. Access to your Wallet may require the use of a private key, passphrase, or third-party service ("Private Key"), and Vanilla Finance does not have the capability to access your Wallet without your participation and consent. The Private Key is unique to you and must be maintained by you. If you lose your Private Key, you may lose access to your Wallet and its contents. Vanilla Finance is unable to recover a lost Private Key. While a Wallet may be compatible with other blockchain platforms, tokens, or services, only User Assets supported by Vanilla Finance and stored in your Wallet will be accessible through the Services.
You agree that you are solely responsible for your conduct in connection with the Service. You agree to comply with this Agreement and not to:(a) Provide false or misleading information to Vanilla Finance; (b) Use or attempt to use another Registered User's Wallet without authorization from the Registered User; (c) Impersonate another person or entity; (d) Use the Services in any way that could interfere with, disrupt, negatively affect, or inhibit other Registered Users from fully enjoying the Services, or that could damage, disable, overburden, or impair the Services in any manner; (e) Develop, use, or distribute any software or interact with any API in a way that could damage, harm, or impair the Services; (f) Bypass or circumvent measures intended to prevent or limit access to any service, area, or code of the Services; (g) Attempt to circumvent content-filtering techniques we employ; (h) Use any robot, spider, crawler, scraper, script, browser extension, offline reader, or any other automated means or interface not authorized by us to access the Services, extract data, or otherwise interfere with or modify the rendering of Service pages or functionality; (i) Collect or harvest data from our Services that would allow you to contact individuals, companies, or other persons or entities, or use such data to contact those entities; (j) Use data collected from our Services for any direct marketing activity, including email marketing, SMS marketing, telemarketing, or direct marketing; (k) Bypass or ignore instructions that control automated access to the Services; (l) Use the Service for any illegal or unauthorized purpose, or engage in, encourage, or promote any activity that violates applicable law or this Agreement; (m) Use your Wallet to carry out any illegal activities related to or in connection with your access to and use of the Services, including but not limited to money laundering, terrorist financing, or intentionally engaging in activities designed to adversely affect the performance of the Services; (n) Engage in or knowingly facilitate "front-running," "wash trading," "pump and dump trading," "ramping," "cornering," or any fraudulent, deceptive, or manipulative trading activities, including: (i) Trading a Digital Asset at successively lower or higher prices to create or induce a false, misleading, or artificial appearance of activity, improperly influencing the market price, or establishing a price that does not reflect the true state of the market for such Digital Asset; (ii) Executing or causing the execution of any transaction in a Digital Asset that does not result in a material change in beneficial ownership, or entering orders for the purchase or sale of a Digital Asset with the knowledge that similar orders have been or will be entered; (iii) Participating in, facilitating, assisting, or knowingly transacting with any pool, syndicate, or joint account organized to unfairly or deceptively influence the market price of a Digital Asset.
(a) Fees: You agree to pay all applicable fees or charges ("Fees") to your Account, in accordance with the fee schedule, charges, and billing terms that are in effect when the Fee becomes due and payable. These Fees may include per-transaction costs for the purchase or sale of Memecoins in connection with the Services, as specified on the Services at the time of the relevant transaction.(b) Gas Fees: If applicable to a specific Service, you are solely responsible for ensuring that your Wallet contains sufficient User Assets to cover any required Gas Fee for completing a transaction or utilizing any other features of the Services. "Gas Fees" refer to transaction fees determined by the prevailing market conditions on the applicable protocol, and are not set, determined, or charged by Vanilla Finance.(c) Taxes: You are responsible for any federal, state, local, sales, use, value-added, excise, or other taxes, fees, or duties that arise from this Agreement or the transactions contemplated by it, excluding taxes based on Vanilla Finance's net income.(d) Promotions: Vanilla Finance may occasionally offer certain conditional offers, airdrops, promotional prices, or discounted fees (each referred to as a "Promotion") to both new and existing users of the Services. The specific terms and conditions governing each Promotion will be provided alongside the Promotion details. Vanilla Finance reserves the right to determine your eligibility for any Promotion at its sole discretion and may alter the terms or terminate the Promotion at any time, with or without notice.(e) Currency: You are not permitted to substitute any other currency, whether cryptocurrency or fiat, for the currency agreed upon for paying any fees. For clarification, no fluctuation in the value of any currency, whether cryptocurrency or otherwise, will affect or excuse your payment obligations in relation to any purchase. (f) Payment Service Provider: Vanilla Finance utilizes one or more third-party service providers for payment-related services (e.g., card acceptance, digital asset onramps, cryptocurrency payments, merchant settlements, and related services) (collectively referred to as "Payment Service Providers"). Please be aware that online payment transactions may be subject to validation checks by our Payment Service Provider and your card issuer. Vanilla Finance is not responsible if your card issuer declines authorization for any reason. For your security, our Payment Service Provider uses fraud prevention measures and industry-standard verification systems to minimize fraud, and you authorize them to verify and authenticate your payment details. Your card issuer may impose online handling or processing fees, and Vanilla Finance is not liable for these charges. In some jurisdictions, our Payment Service Provider may work with third parties under strict confidentiality and data protection agreements for payment processing. We reserve the right to add or change Payment Service Providers at our sole discretion. (g) Payment: By providing your payment information to Vanilla Finance and/or our Payment Service Provider, you authorize us to immediately invoice your Account for all Fees owed to Vanilla Finance under this Agreement, without the need for additional notice or consent. You agree to promptly notify Vanilla Finance and/or our Payment Service Provider of any changes to your payment details to ensure accuracy and completeness. Vanilla Finance reserves the right to modify its pricing and billing methods at any time at its sole discretion. You agree to ensure that sufficient funds or credit are available at the time of order placement to cover the purchase price. Failure to provide accurate payment information or our inability to collect payment will constitute a material breach of this Agreement. Except as expressly provided in this Agreement, all Fees for the Service are non-refundable.
Vanilla Finance reserves the right, though is not obligated, to monitor or review the Services and Content at any time. Notwithstanding the above, Vanilla Finance may, at its sole discretion, remove any of your User Content for any reason, including but not limited to, if such Content violates this Agreement or applicable laws. While Vanilla Finance typically does not monitor user activity related to the Services or Content, if it becomes aware of any potential violations of the Agreement, Vanilla Finance reserves the right to investigate these violations. Vanilla Finance may, at its discretion, immediately terminate your license to use the Services, or modify, alter, or remove your User Content, in whole or in part, without prior notice. If Vanilla Finance suspects criminal activity has occurred, and except as prohibited by law, Vanilla Finance reserves the right to disclose any information or materials, including your User Content, in connection with your use of the Services to (i) comply with applicable laws, legal processes, or governmental requests, (ii) enforce this Agreement, (iii) address claims regarding your User Content infringing third-party rights, (iv) respond to customer service inquiries, or (v) protect the rights, property, or personal safety of Vanilla Finance, its users, or the public, as deemed necessary or appropriate by Vanilla Finance at its sole discretion.
(a) User Responsibility: You are solely responsible for your interactions with other Registered Users and any other parties you engage with, including, but not limited to, any Memecoin Project. However, Vanilla Finance reserves the right, though is not obligated, to intervene in such disputes. You agree that Vanilla Finance will not be held liable for any consequences arising from these interactions. (b) No Liability for Connected Content: Vanilla Finance is not liable to you regarding its or any third party's use of the Services to access any Connected Content that you have made publicly available. Vanilla Finance DISCLAIMS ALL LIABILITY FOR CONNECTED CONTENT, INCLUDING, BUT NOT LIMITED TO, PERSONALLY IDENTIFIABLE INFORMATION, THAT MAY BE PROVIDED TO IT BY THIRD-PARTY SERVICE PROVIDERS IN VIOLATION OF THE PRIVACY SETTINGS YOU HAVE ESTABLISHED. Vanilla Finance does not actively review any Connected Content for purposes such as accuracy, legality, or noninfringement and assumes no responsibility for such content.
You agree to indemnify and hold harmless the Vanilla Finance Parties from any and all losses, costs, liabilities, and expenses (including reasonable attorneys' fees) related to or arising from the following: (a) your User Content; (b) your use of or inability to use any of the Services; (c) your violation of this Agreement; (d) your violation of the rights of any other party, including any Registered Users; or (e) your violation of any applicable laws, rules, or regulations. Vanilla Finance reserves the right to assume, at its own cost, the exclusive defense and control of any matter for which you would otherwise be responsible for indemnification, in which case you agree to fully cooperate with Vanilla Finance in asserting any available defenses. This provision does not require you to indemnify the Vanilla Finance Parties for any unconscionable commercial practices by them, or for their fraud, deception, false promises, misrepresentations, concealment, suppression, or omission of material facts in relation to the Website or any Services provided. You agree that the provisions in this section will survive any termination of this Agreement and/or your access to the Services.
For a transaction involving Digital Assets to be successfully completed, it must be confirmed and recorded on the blockchain that supports the Digital Asset. Vanilla Finance has no control over any blockchain and therefore cannot guarantee that any transaction details you submit or receive via the Services will be validated by or confirmed on the relevant blockchain. Additionally, Vanilla Finance cannot facilitate any cancellation or modification requests. Some Memecoin Projects may support complex financial transactions with high risks. You acknowledge that you are fully responsible for all activities conducted through your Wallet and accept all risks of loss, including any loss resulting from authorized or unauthorized access to your Wallet, to the fullest extent permitted by law. You further accept and acknowledge the following:(a) You (i) have the necessary technical expertise to assess the security, integrity, and operation of your Wallet; (ii) possess the knowledge, experience, understanding, and professional advice needed to evaluate the merits, risks, and applicable legal compliance of using your Wallet; (iii) understand and accept the risks associated with your Wallet; and (iv) accept the risks associated with blockchain technology in general and are responsible for conducting your own analysis of the risks of any Digital Assets you buy or sell. Vanilla Finance will have no responsibility or liability for such risks.(b) The prices of Digital Assets can be highly volatile. Vanilla Finance does not provide warranties regarding the markets in which Digital Assets are transferred, purchased, or traded.(c) You are solely responsible for determining the taxes that apply to your Digital Asset transactions. Vanilla Finance is not responsible for determining the taxes applicable to your transactions.(d) Vanilla Finance does not store, send, or receive Digital Assets, as Digital Assets exist solely through the ownership record on the supporting blockchain. Any transfer of Digital Assets occurs within the blockchain, not within the Services. Transactions you submit through the Services may be delayed or not completed due to activity or lack thereof on the blockchain. Once transaction details are submitted via your Wallet, Vanilla Finance cannot assist in canceling or modifying the transaction. Vanilla Finance makes no guarantees that a transfer initiated through the Services will successfully transfer title or rights in any Digital Asset.(e) Using an Internet-based currency involves risks, including but not limited to the risks of hardware, software, and Internet connection failures; the risk of malicious software; unauthorized access to your Wallet; counterfeit or mislabeled assets; assets that decay over time; assets on faulty smart contracts; and assets that may become untransferable. You acknowledge that Vanilla Finance is not responsible for any communication failures, disruptions, errors, or delays you may experience while using blockchain technology, regardless of the cause.
(a) Term: This Agreement shall commence on the date you accept the terms outlined herein (as described in the preamble above) and will remain in full force and effect for the duration of your use of the Services, unless terminated earlier in accordance with the provisions of this Agreement.(b) Prior Use: Notwithstanding the above, you hereby acknowledge and agree that this Agreement commenced on the earlier of (a) the date on which you first utilized the Services, or (b) the date you accepted this Agreement, and will remain in full force and effect for as long as you continue to use any Services, unless terminated earlier in accordance with the provisions of this Agreement.(c) Termination of Services by Vanilla Finance: Vanilla Finance reserves the right to terminate (or suspend access to) your use of the Services for any reason at its sole discretion, including but not limited to your breach of this Agreement. Vanilla Finance has the exclusive right to determine whether you are in violation of any of the restrictions outlined in this Agreement. In the event of a suspension, you may still access your Wallet directly or through other services not hosted by us. Vanilla Finance shall bear no liability to you for any suspension or termination of services.(d) Termination of Services by You: You may terminate the Services provided by Vanilla Finance by discontinuing your use of the Services. You will still be able to access your Wallet directly or through other services not hosted by Vanilla Finance.(e) Survival: Any provisions of this Agreement that are intended to survive termination by their nature, shall continue in effect following the termination of Services, including but not limited to ownership provisions, disclaimers of warranties, and limitations of liability.(f) No Subsequent Use: If Vanilla Finance suspends your access to the Services or any other Vanilla Finance community, you agree not to attempt to access them through another Wallet, member name, or by any other means. If you breach this provision, Vanilla Finance reserves the right, at its sole discretion, to immediately take any action outlined herein without prior notice or warning.
Please review this section thoroughly. It is an integral part of your contract with Vanilla Finance and impacts your rights. It outlines procedures for MANDATORY BINDING ARBITRATION and includes a CLASS ACTION WAIVER.(a) Applicability of Arbitration Agreement: In accordance with the terms of this Arbitration Agreement, both you and Vanilla Finance agree that any dispute, claim, or disagreement arising out of or in connection with your access to or use of the Service, any communications you receive, any products sold or distributed via the Service, or this Agreement, including prior versions of this Agreement, will be resolved through binding arbitration, rather than litigation, except where: (i) either you or Vanilla Finance may assert claims or seek relief in small claims court, provided the claims qualify and remain within the jurisdiction of that court; and (ii) either party may seek equitable relief in a court of competent jurisdiction for intellectual property violations or misuse (including but not limited to trademarks, trade dress, domain names, trade secrets, copyrights, and patents). For the purposes of this Arbitration Agreement, the term "Dispute" shall also encompass disputes or claims arising from or involving facts occurring prior to the formation of this or any prior versions of this Agreement, as well as claims arising after the termination of this Agreement. (b) Informal Dispute Resolution: In the event that a Dispute arises between you and Vanilla Finance, Vanilla Finance is dedicated to working with you to achieve a reasonable resolution. Both you and Vanilla Finance acknowledge that good faith informal efforts to resolve Disputes can lead to a swift, cost-effective, and mutually beneficial resolution ("Informal Dispute Resolution"). Therefore, both parties agree that prior to initiating arbitration or filing an action in small claims court (should either party choose to do so), we will meet and engage in a telephonic or videoconference discussion in good faith to resolve any Dispute covered by this Arbitration Agreement ("Informal Dispute Resolution Conference"). If you are represented by legal counsel, your counsel may participate in the conference, but you must also attend the conference. The party initiating the Dispute must provide written notice to the other party of their intent to begin an Informal Dispute Resolution Conference ("Notice"), which must take place within forty-five (45) days after the other party receives such Notice, unless both parties mutually agree to an extension. Notice to Vanilla Finance of your intention to initiate an Informal Dispute Resolution Conference should be sent via email to business@vanillafinance.xyz. (c) Waiver of Jury Trial: YOU AND Vanilla Finance HEREBY WAIVE ANY CONSTITUTIONAL AND STATUTORY RIGHTS TO SUE IN COURT AND TO HAVE A TRIAL BEFORE A JUDGE OR A JURY. Both you and Vanilla Finance agree that all Disputes will instead be resolved by arbitration under this Arbitration Agreement, except as outlined in Section 10(a) (Applicability of Arbitration Agreement). There will be no judge or jury in arbitration, and judicial review of an arbitration award is subject to very limited scrutiny. (d) Waiver of Class and Other Non-Individualized Relief: YOU AND Vanilla Finance AGREE THAT, CLAIMS AGAINST EACH OTHER SHALL BE BROUGHT ONLY ON AN INDIVIDUAL BASIS, AND NOT AS A CLASS, REPRESENTATIVE, OR COLLECTIVE ACTION. The parties hereby waive any rights to have any dispute litigated, heard, administered, resolved, or arbitrated as a class, collective, representative, or mass action. Only individual relief is available, and disputes involving more than one customer or user cannot be arbitrated or consolidated with those of any other customer or user. Subject to this Arbitration Agreement, the arbitrator may award declaratory or injunctive relief only to the individual party seeking relief, and only to the extent necessary to address the party's individual claim.
The Services may include or, in certain cases, integrate with Third-Party Services. When you click on a link to, access, or use a Third-Party Service, we will not notify you that you have exited the Services and are now subject to the terms and conditions (including privacy policies) of the third-party website or destination. Such Third-Party Services are not under the control of Vanilla Finance. Vanilla Finance assumes no responsibility for any Third-Party Services. We provide access to these Third-Party Services solely for convenience, and we do not review, approve, monitor, endorse, warrant, or make any representations regarding Third-Party Services or any product or service associated with them. You use any links to Third-Party Services at your own risk. Once you leave our Services, this Agreement and our policies no longer apply. You should review the applicable terms and policies, including privacy practices and data collection policies, of any Third-Party Services and conduct any investigation you deem necessary or appropriate before engaging in any transaction with any third party.
(a) Electronic Communications: For the purposes of this Agreement, you (a) consent to receive communications from Vanilla Finance in electronic form; and (b) agree that all terms, conditions, agreements, notices, disclosures, and other communications provided by Vanilla Finance electronically will satisfy any legal requirements that would otherwise apply if such communications were in writing. This provision does not affect your statutory rights, including but not limited to those under the Electronic Signatures in Global and National Commerce Act at 15 U.S.C. §7001 et seq. ("E-Sign"). (b) Release: To the fullest extent permitted by applicable law, you hereby release Vanilla Finance and its affiliates, as well as their respective successors, from any claims, demands, losses, damages, rights, and actions of any kind, including personal injuries, death, and property damage, that are directly or indirectly related to or arise from your use of the Services, including but not limited to, interactions with or conduct of other Registered Users or third-party websites in connection with the Agreement or your use of the Services. To the fullest extent allowed by law, you waive and relinquish any and all rights and benefits that may be conferred by any statutory or non-statutory laws of any jurisdiction that would limit the scope of this release or waiver, including, without limitation, any rights and benefits under California Civil Code Section 1542 or any similar law in your jurisdiction, which states, in substance, "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, WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY." You acknowledge that the releases contained in these Terms of Service are intended to be as broad and inclusive as permitted by law, serving as a complete and ongoing release and waiver of liability for any and all use of the Services.(c) Assignment. The Agreement, and your rights and obligations hereunder, may not be assigned, subcontracted, delegated or otherwise transferred by you without Vanilla Finance's prior written consent, and any attempted assignment, subcontract, delegation, or transfer in violation of the foregoing will be null and void. (d) Force Majeure: Vanilla Finance shall not be held liable for any delay or failure to perform its obligations under this Agreement where such delay or failure results from causes beyond its reasonable control, including, but not limited to, acts of God, war, terrorism, riots, embargos, actions of civil or military authorities, fire, floods, accidents, strikes, or shortages of transportation facilities, fuel, energy, labor, or materials. (e) Questions, Complaints, Claims: If you have any questions, complaints, or claims regarding the Services, please contact us at business@vanillafinance.xyz. We will make every effort to address your concerns. Should you feel that your concerns have not been fully addressed, we encourage you to inform us for furtherinvestigation.(f) Exclusive Venue: In cases where the parties are permitted to initiate litigation under this Agreement, both you and Vanilla Finance agree that any claims or disputes arising out of or in relation to the Agreement shall be exclusively litigated in the state or federal courts located in Santa Clara County, California. (g) Waiver: Any waiver or failure to enforce any provision of this Agreement on a particular occasion shall not be construed as a waiver of any other provision or of the same provision on any other occasion. (h) Severability. If any portion of this Agreement is held invalid or unenforceable, that portion shall be construed in a manner to reflect, as nearly as possible, the original intention of the parties, and the remaining portions shall remain in full force and effect. (i) International Users: The Services can be accessed from various countries around the world and may include references to Services and Content not available in your country. Such references do not imply that Vanilla Finance intends to make such Services or Content available in your country. Vanilla Finance makes no representation that the Services are suitable or available for use in your location. Users accessing or using the Services from outside their country do so voluntarily and are responsible for ensuring compliance with local laws. You agree to comply with all applicable U.S. and international export control and trade sanctions laws ("Export Laws"). Specifically, you may not use the Site, download the App, or utilize the Functionality if (i) you are located in or under the control of, or are a national or resident of, Cuba, Iran, North Korea, Sudan, Syria, or any other country subject to U.S. embargo, UN Security Council Resolutions, or HM Treasury's sanctions regime, or (ii) you intend to provide any Functionality to Cuba, Iran, North Korea, Sudan, Syria, or any other embargoed country or person, or to any individual or entity on the Specially Designated Nationals List, Denied Persons List, Unverified List, Entity List, or HM Treasury's sanctions list. (j) Export Control: You may not use, export, import, or transfer the Services except as permitted by U.S. law, the laws of the jurisdiction in which you obtained the Services, and any other applicable laws. (k) Entire Agreement: This Agreement constitutes the final, complete, and exclusive agreement between the parties regarding the subject matter hereof and supersedes all prior discussions or agreements between the parties concerning such subject matter.
(a) App Stores: You acknowledge and agree that the availability of the App and the Services is contingent upon the App Store from which you obtained the App license. You further acknowledge that this Agreement is between you and Vanilla Finance, and not with the App Store. Vanilla Finance, not the App Store, is solely responsible for the Services, including the App, its content, maintenance, support services, and warranty, as well as handling any claims related to these, such as product liability, legal compliance, or intellectual property infringement. In order to use the App, you must have access to a wireless network and agree to bear all fees associated with such access. Additionally, you agree to pay any fees (if applicable) charged by the App Store in connection with the Services, including the App. You agree to comply with all terms of agreement imposed by the relevant App Store when using any Services, including the App. You acknowledge that the App Store (and its affiliates) are third-party beneficiaries of this Agreement and have the right to enforce its terms. (b) Accessing and Downloading the App from the Apple App Store: The following provisions apply to any App Store Sourced App accessed through or downloaded from the Apple App Store: i. You acknowledge and agree that (i) this Agreement is solely between you and Vanilla Finance, and not Apple, and (ii) Vanilla Finance, not Apple, is solely responsible for the App Store Sourced App and its content. Your use of the App Store Sourced App must comply with the Apple App Store Terms of Service. ii. You acknowledge that Apple has no obligation to provide maintenance or support services for the App Store Sourced App. iii. In the event that the App Store Sourced App fails to meet any applicable warranty, you may notify Apple, and Apple will refund the purchase price of the App Store Sourced App to you. To the fullest extent permitted by applicable law, Apple will have no further warranty obligations concerning the App Store Sourced App. Any other claims, losses, liabilities, damages, costs, or expenses resulting from a failure to conform to any warranty will be solely the responsibility of Vanilla Finance, not Apple. iv. You and Vanilla Finance acknowledge that, as between Vanilla Finance and Apple, Apple is not responsible for addressing any claims you have or any claims of any third party relating to the App Store Sourced App or your possession and use of the App Store Sourced App, including but not limited to: (i) product liability claims; (ii) any claim that the App Store Sourced App fails to conform to any applicable legal or regulatory requirements; and (iii) claims arising under consumer protection or similar legislation. v. You and Vanilla Finance acknowledge that, in the event of any third-party claim alleging that the App Store Sourced App or your possession and use of that App Store Sourced App infringes the third party's intellectual property rights, as between Vanilla Finance and Apple, Vanilla Finance, not Apple, will be solely responsible for the investigation, defense, settlement, and discharge of any such intellectual property infringement claim to the extent required by this Agreement. vi. You and Vanilla Finance acknowledge and agree that Apple, and Apple's subsidiaries, are third-party beneficiaries of this Agreement concerning your license of the App Store Sourced App, and that upon your acceptance of the terms and conditions of this Agreement, Apple shall have the right (and will be deemed to have accepted the right) to enforce the Agreement concerning your license of the App Store Sourced App against you as a third-party beneficiary thereof. vii. Without limiting any other terms of this Agreement, you must comply with all applicable third-party terms of agreement when using the App Store Sourced App.
The Referral Program may, from time to time, provide Referrers with the opportunity to receive certain Incentives for referring other individuals (referred to as "Friends") to register an Account on the Service, provided that the Friend uses the Referrer's Referral Link. This Section 14, in addition to the terms set forth in this Agreement and any Additional Referral Terms, shall govern the Referral Program. The Referral Program is void where prohibited by law, and you are solely responsible for ensuring that your participation in the Referral Program complies with all applicable laws, rules, and regulations. (a) Incentives. Unless otherwise stated in the Additional Referral Terms, subject to the Referrer's continued compliance with the Agreement, each Referrer shall be entitled to receive the reward indicated in the Additional Referral Terms when a Friend uses the Referrer's Referral Link to sign up for an Account on the Services. i. Unless otherwise stated in the Additional Referral Terms, Incentives shall be credited to the Referrer's Wallet within thirty (30) days of the date on which the applicable Fees are paid. ii. Each Referrer is solely responsible for any taxes owed on Incentives received by the Referrer, and the Referrer agrees to indemnify Vanilla Finance against any claims arising from or related to any tax liabilities (whether or not paid). (b) Sharing Referral Links. i. Referrals are personal and should only be sent to individuals that you personally know and must be used only for personal and non-commercial purposes. The sharing of Referral Links outside of your warm network of personal connections is strictly prohibited. Referral Links may not be published or distributed, including on commercial websites (such as coupon websites, Twitter, or Reddit) or on blogs. You are prohibited from "spamming" anyone with referral invitations. This includes mass emailing, texting or messaging people you do not know or using automated systems or bots through any channel to distribute your Referral Link. You are prohibited from paying to advertise any Referral Link or paying or providing anything of value to any person to whom you direct a Referral Link or any other third party to obtain an Incentive. ii. When sharing a Referral Link, you must always tell the Friend that you will be receiving an Incentive (and the nature of such Incentive) if such individual registers an Account on the Services using your Referral Link and obtain the express consent of such Friend prior to sharing any Referral Link with such individual. You shall at all times remain compliant with all applicable laws, rules and regulations. You agree that all statements about Vanilla Finance and its products and services made by you will: (a) be truthful and accurate based on publicly available information and (b) be accompanied by a clear, conspicuous statement that any statements made reflect only your opinion and not those of Vanilla Finance. You agree to indemnify and hold harmless Vanilla Finance Parties from any and all damages, costs, claims, expenses and other liability (including reasonable attorneys' fees) arising from or relating to the breach or alleged breach by you of this Section 18 (Referral Program). iii. By permitting you to participate in the Referral Program, we are not authorizing you to make any statements on behalf of Vanilla Finance, our products and services, or the Referral Program, and all such statements are expressly disapproved by us. (c) Reservation of Rights. Vanilla Finance may modify, suspend or terminate the Referral Program or your ability to participate in it at any time for any reason. For example, we reserve the right to review and investigate all referral activities, and to suspend access to the Services or revoke or void earned Incentives in our sole discretion if we notice any activity that we believe is abusive, fraudulent, in violation this Agreement or any Additional Referral Terms, or otherwise as we deem fair and appropriate. We also reserve the right to deactivate Referral Links or change the Incentives associated with the use of any Referral Link or Referral Program offer at any time for any reason. Without limiting the foregoing, Vanilla Finance reserves the right, in its sole discretion, to retroactively revoke or void any Incentive that it deems, in its sole discretion, to be procured (i) in violation of this Agreement, including without limitation, (1) not in accordance with the eligibility requirements and (2) via distribution through unauthorized channels or in violation of any applicable law, rule or regulation; or (ii) in association with content that Vanilla Finance deems offensive or inappropriate in its sole discretion. Without limiting the foregoing, such content includes all forms of pornography, obscenity, indecent language and content that incites or endorses hate or violence, is demeaning, disparages or damages the goodwill, reputation, or brand image of Vanilla Finance, or incites or endorses discrimination in any form. (d) Multiple Referrals. A referred individual may only use one Referral Link. If a referred individual receives Referral Links from multiple individuals, only the individual associated with the Referral Link actually used by the referred individual to sign-up for an Account on the Services will receive Incentives for the referral.
(a) "Additional Referral Terms" means any additional tools published in a referral invitation or otherwise associated with any particular Referral Program offer or promotional code. (b) "Agreement" means this Terms of Service and any Supplemental Terms applicable to your use of the Services, including without limitation Additional Referral Terms. (c) "App" means the mobile application made available by Vanilla Finance. (d) "App Store" means the app store from which you downloaded the App and may include the Apple App Store or Google Play Store. (e) "App Store Sourced App" means an App accessed through or downloaded from the Apple App Store. (f) "Arbitration Agreement" means the dispute resolution mechanism in Section 14. (g) "Connected Content" means any Content or personal financial data that you have provided to and stored in your Wallet. (h) "Content" means any information, data, text, software, music, sound, photographs, graphics, video, messages, tags and/or other materials. (i) "Digital Asset" means any cryptocurrency, cryptoasset, Memecoin, blockchain-based token, or other digital asset supported by the Services. (j) "Memecoin Project" means the issuers or initial offerors of Memecoins. (k) "Feedback" means any ideas, suggestions, documents, and/or proposals that you submit to Vanilla Finance through Discord or otherwise through the Services. (l) "Friend" means an individual personally known by a Referrer. (m) "Google Play Sourced App" means any App accessed through or downloaded from the Google Play store. (n) "Incentive" means any benefit that a Referrer may receive as a result of participating in the Referral Program. (o) "Memecoin" means an entertainment-based Digital Asset that is not a representation of stored value, a security, a commodity, or any other regulated currency or financial instrument. (p) "Vanilla Finance", "we", or "us" means Buy Vanilla Finances, Inc. (q) "Vanilla Finance Parties" means Vanilla Finance, its parents, subsidiaries, affiliates, officers, employees, agents, partners, suppliers, and licensors. (r) "OSS" or "Open-Source Software" means any software or components thereof subject to "open source" or "free software" licenses. (s) "Referral Link" means a personal link or code used by a Referrer to refer Friends to the Services through the Referral Program. (t) "Referral Program" means the referral rewards program offered by Vanilla Finance subject to the terms of Section 18 of this Agreement and any Additional Referral Terms. (u) "Referrer" means a Registered User that participates in the Referral Program. (v) "Registered User" is a user who has an Account. (w) "Services" means any products and services made available by Vanilla Finance through the Website and the App (and inclusive of the Website and the App). (x) "Supplemental Terms" means any terms or policies applicable to any products or services offered by Vanilla Finance that are not addressed in these Terms of Service. (y) "Terms of Service" means this Vanilla Finance Terms of Service Agreement that governs your access to and use of the Services. (z) "Third-Party Services" means and third-party websites, third-party applications, and advertisements for third parties accessible or otherwise connected to the Services but not provided by Vanilla Finance. (aa) "User Content" means any Content that is made available by Registered Users on or through the Services. (bb) "Wallet" means a software-based system for secure storage of cryptocurrency, cryptoassets, and payment information related thereto. (cc) "Website" means the website available at https://www.vanillafinance.xyz/en/trade and any associated subdomains through or to which these Terms of Service are linked. (dd) "You" means the individual or legal entity, as applicable, that is using or accessing the Services, or that is identified as the user when you registered on the Services.
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