vMarket Terms of Service

Last Updated: August 7, 2025

These Terms of Service (these "Terms" or this "Agreement") are entered into between Swivell Technologies, Inc., a Delaware corporation ("vMarket," "we," "us," or "our") and you ("you," "your," or "User").

By accessing or using vMarket, you agree that you have read, understood, and accept all terms and conditions contained in this Agreement, including our Privacy Policy, which is incorporated herein by reference. If you do not agree to these Terms, you must not use the Service.

For purposes of these Terms, "the Service" refers to the vMarket software application, user interface, website, underlying infrastructure, and all related features, functionalities, and services provided by vMarket.

2. BETA PROGRAM

The Service is currently in a Beta Program. The Service is experimental and under active development. Beta access is granted at vMarket's sole discretion and is personal and non-transferable.

The Beta Program features may contain errors or inaccuracies that could cause failures, disruptions, or data loss. By using the Beta Program, you acknowledge and accept these risks and agree to be bound by these Terms. We may discontinue or change any feature of the Beta Program at any time without notice.

3. ELIGIBILITY AND ACCOUNT REQUIREMENTS

By using the Service, you represent and warrant that you are at least 18 years of age, have the legal capacity to enter into this Agreement, are not a resident or located in any Restricted Jurisdiction, have not been previously banned from using the Service, and are not subject to economic sanctions. If you are entering into this Agreement on behalf of an entity, such as your employer, you represent and warrant that you have the legal authority to bind that entity to these Terms.

The Service is not available to residents or persons located in the United States of America, Republic of China, Singapore, Myanmar (Burma), Côte d'Ivoire (Ivory Coast), Cuba, Crimea and Sevastopol, Democratic Republic of Congo, Iran, Iraq, Libya, Mali, Nicaragua, Democratic People's Republic of Korea (North Korea), Somalia, Sudan, Syria, Yemen, Zimbabwe, any region subject to sanctions imposed by the United States, United Kingdom, or European Union, any other jurisdiction where the Service would violate local laws, or any other jurisdiction designated by vMarket.

You must provide accurate and complete information. You must keep your account information updated. You are responsible for all activity under your account.

We may require identity verification at any time, including government-issued identification, proof of address, source of funds documentation, and enhanced due diligence for high-value users.

4. THIRD-PARTY SERVICES AND TERMS

When you use our Service, you may also be utilizing the functionality of third parties. Your use of these and other third-party software ("Third-Party Service") will be governed by the privacy policies, terms of use, and similar policies and terms, as well as any applicable fees of those third parties. In the event that the terms of these third parties conflict with these Terms, these Terms will take precedence to the fullest extent permitted by law.

You understand that these are independent third-party services with their own terms, risks, and obligations that apply in addition to these Terms.

5. DIGITAL ASSET CUSTODY AND CONTROL

The User is solely responsible to maintain access to their tokens, cryptocurrencies and other crypto or blockchain-based digital assets (collectively, "Digital Assets"). The private key(s) (the "Keys") that provide access to your blockchain accounts are generated and must be stored securely by you. It is your sole responsibility for storage of and security of your Keys. The User is responsible for taking actions to store copies of Keys for the purpose of recovery of access to your Digital Assets. The Keys may be the only way to restore access to your Digital Assets if you lose access to your Account. Note that anyone who has access to your Keys can access, transfer, or spend your Digital Assets. If you lose your Keys, you may not be able to access, transfer, or spend your Digital Assets, and they could be lost permanently.

vMarket does not store copies of Keys and does not custody your tokens, so vMarket cannot assist you in recovering your Digital Assets. You acknowledge and agree that vMarket is not responsible for the security of your Keys. You agree to hold vMarket, its affiliates, representatives, agents, and personnel harmless and that no such party shall be liable in any way if you lose your Keys and cannot access, transfer, or spend your Digital Assets, or if your Keys are accessed by another person who misuses your Digital Assets. You bear sole responsibility for any loss of your Digital Assets due to failure to retain and/or secure your Keys or other necessary credentials.

You are solely responsible for private key security. vMarket cannot recover lost or stolen private keys. Exported keys must be stored securely. Loss of keys means permanent loss of assets.

6. NO FIDUCIARY RELATIONSHIP

vMarket has no fiduciary duties to you. We do not act as your broker, advisor, or agent, have any beneficial interest in your assets, control your trading decisions, or assume responsibility for your losses.

7. PERPETUAL FUTURES RISKS AND DISCLOSURES

When engaging with perpetual futures trading through vMarket, you acknowledge that positions (also referred to as a "Perp", "Perpetual Swap", or "Wager" in the Service) involve extreme risk. vMarket provides access to decentralized perpetual futures smart contracts (also referred to as "Protocols"). vMarket does not operate these Protocols, hold custody of assets, provide liquidity, match orders, or guarantee any outcomes.

When you open a position through vMarket, you are interacting directly with the underlying Protocol. vMarket has no control over Protocol smart contracts, liquidation mechanisms, fee structures, availability, or governance decisions. The availability of specific Protocols and tokens may change without notice. Tokens may be delisted by underlying Protocols at any time, potentially resulting in forced position closures.

By opening any position through vMarket, you certify that you understand how perpetual swaps and leveraged positions work, understand liquidation prices and mechanics, know how to calculate and maintain required margin, accept responsibility for monitoring your positions, understand that you must close positions at your own discretion, and have the knowledge and experience necessary to manage leveraged positions.

CRITICAL WARNING: YOU CAN LOSE YOUR ENTIRE INVESTMENT. LEVERAGED TRADING INVOLVES EXTREME RISK.

Smart contracts may contain bugs. Protocols may be hacked or exploited. Oracle failures may cause incorrect liquidations. Protocol upgrades may affect your positions.

Software bugs may cause unexpected behavior. Incorrect calculations may trigger liquidations. Interface failures may prevent position management. Data loss may occur without warning.

Transactions require blockchain confirmation. Network congestion may delay execution. Failed transactions may still incur fees. Price may change during execution.

All positions are publicly visible on the blockchain and to other users on the Service. By using the Service, you acknowledge and accept this public visibility.

All price displays are for informational purposes only. VMARKET DOES NOT PROVIDE PREDICTIONS, INVESTMENT ADVICE, OR RECOMMENDATIONS OF ANY KIND. vMarket does not predict price movements or recommend positions or strategies. Past performance data does not indicate future results.

Losses cannot be reversed. vMarket is not liable for any losses. No insurance or protection exists. You bear all risks.

8. NO INSURANCE

Your digital assets and positions are not checking or savings accounts. vMarket does not provide any kind of insurance to you against any type of loss, including (without limitation) losses due to decrease in value of assets, assets lost due to liquidation, cybersecurity failures, or from your or other individuals' errors or malfeasance. Digital assets are not legal tender in most jurisdictions and are not backed by any government. Your digital asset balances and positions are not covered by Federal Deposit Insurance Corporation ("FDIC") or Securities Investor Protection Corporation ("SIPC") protections. You acknowledge that vMarket is not a bank, broker-dealer, or investment advisor.

9. FEES AND COSTS

You may be charged fees for access to some or all aspects of the Service you use, including fees charged on positions you open through third-party perpetual futures Protocols by accessing such Protocols via the Service. Those fees may change at any time without notice. The estimated amount of fees applicable to your use of the Service will be made visible to you at the time you access the Service.

You may incur charges from third parties for use of third-party services. For example, you may be charged fees by the decentralized perpetual futures Protocols (including, without limitation, opening fees, closing fees, funding rates, and liquidation penalties) that you access via the Service. Under no circumstances shall vMarket incur any liability, of any kind, to you arising from or relating to fees charged to you by such third parties or for third-party services linked to or accessed through the Service.

You may be responsible for paying any blockchain network or transaction fees (commonly referred to as "gas fees") to perform a transaction on the blockchain networks supported by the Service.

Although the Service endeavors to provide an accurate estimate of applicable fees, any such information is an advance estimate of fees, which may vary from the fees actually paid to use the Service and interact with the underlying blockchain networks and Protocols. You acknowledge that such estimates are not guaranteed to be accurate and may sometimes be inaccurate. vMarket may not be held liable for, and you hereby forever release vMarket from, any losses or other liabilities arising from an inaccurate estimate of fees provided in connection with any use of any of the Service.

10. REWARDS AND REFERRAL PROGRAMS

vMarket may offer referral and rewards programs to encourage platform growth and user engagement. Participation in these programs is subject to the following terms.

Eligibility for rewards programs requires users to maintain accounts in good standing without any history of fraudulent or abusive behavior. vMarket retains sole discretion to modify, suspend, or terminate any rewards program at any time. We will endeavor to communicate significant changes through the platform when practicable.

Participants in the referral program will receive unique referral identifiers to share with prospective users. Referral compensation is based on the trading activity of successfully referred users. Different reward tiers and rates may apply based on various factors including volume and user activity.

Users are prohibited from engaging in spam, misleading marketing, or any form of manipulation to generate referrals or rewards. This includes but is not limited to creating multiple accounts, wash trading, or coordinating artificial trading volume. Violation of these restrictions will result in immediate disqualification from all rewards programs and potential account termination.

Rewards may take various forms including fee rebates, token distributions, or other benefits as determined by vMarket. The timing and method of reward distribution is subject to change. vMarket reserves the right to adjust reward rates, implement holding periods, or add eligibility requirements.

All rewards are provisional until distributed. vMarket may withhold or reclaim rewards if we detect suspicious activity or terms violations. Participation in rewards programs does not create any employment, partnership, or agency relationship with vMarket.

We make no guarantees regarding potential earnings from these programs. Rewards programs operate at vMarket's discretion and may be discontinued without prior notice. Beta program participants should note that reward calculations may be especially volatile or subject to adjustment during the testing period.

11. PROHIBITED ACTIVITIES

You may not use the Service for illegal activities, manipulate or attempt to manipulate markets, exploit bugs or vulnerabilities, reverse engineer the Service, use automated tools without permission, create multiple accounts, provide false information, circumvent security measures, interfere with other users, violate any applicable laws, or use VPNs or other methods to circumvent geographic restrictions.

12. THIRD-PARTY RESOURCES AND PROMOTIONS

The Service may include references or links to external resources, such as information, materials, products, or services, that vMarket does not own or control. Additionally, external parties may offer promotions related to your access and use of the Service. vMarket does not approve, monitor, endorse, warrant, or assume any responsibility for these external resources or promotions.

If you access such resources or participate in such promotions, you do so at your own risk, understanding that this Agreement does not apply to your interactions or relationships with any third parties. You explicitly release vMarket from any and all liability stemming from your use of these resources or involvement in these promotions.

13. INTELLECTUAL PROPERTY RIGHTS

vMarket and its licensors exclusively own all right, title, and interest in and to the Service and Content, including all associated intellectual property rights. You acknowledge that the Service and Content are protected by copyright, trademark, and other laws of the United States and international laws. You agree not to remove, alter or obscure any copyright, trademark, service mark or other proprietary rights notices incorporated in or accompanying the Service or Content.

Subject to your compliance with these Terms, we grant you a limited, non-exclusive, non-transferable, revocable license to access and use the Service and Content solely for your permitted purposes under this Agreement.

You may not modify, copy, distribute, transmit, display, perform, reproduce, publish, license, create derivative works from, transfer, or sell any information, software, products, or services obtained from the Service. You may not use any data mining, robots, or similar data gathering and extraction tools on the Service. You may not frame or utilize framing techniques to enclose any trademark, logo, or other proprietary information. You may not interfere with or disrupt the Service or servers or networks connected to the Service.

14. TRADEMARKS

The vMarket name, logo, and all related names, logos, product and service names, designs, and slogans are trademarks of Swivell Technologies, Inc. or its affiliates or licensors. You must not use such marks without our prior written permission. All other names, logos, product and service names, designs, and slogans on the Service are the trademarks of their respective owners.

15. PRIVACY AND DATA

We collect and process data as described in our Privacy Policy, including account information, transaction data, usage analytics, and beta testing data.

During beta testing, we may collect additional data for bug identification, performance monitoring, feature development, and security analysis.

Your positions are both visible on the blockchain and to other users on the Service. This visibility cannot be reversed or made private.

16. INDEMNIFICATION

You agree to indemnify, defend, and hold harmless Swivell Technologies, Inc. and its affiliates, licensors, and service providers, and its and their respective officers, directors, employees, contractors, agents, licensors, suppliers, successors, and assigns from and against any claims, liabilities, damages, judgments, awards, losses, costs, expenses, or fees (including reasonable attorneys' fees) arising out of or relating to your use of the Service, your violation of these Terms, your violation of any rights of another, your violation of any applicable laws, your positions and trading activities, or any losses you incur.

17. DISCLAIMERS AND LIMITATIONS OF LIABILITY

THE SERVICE IS PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED.

TO THE FULLEST EXTENT PERMISSIBLE UNDER APPLICABLE LAW, WE DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, AVAILABILITY OR UPTIME, AND ACCURACY OF DATA.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT SHALL VMARKET, ITS AFFILIATES, OR THEIR LICENSORS, SERVICE PROVIDERS, EMPLOYEES, AGENTS, OFFICERS, OR DIRECTORS BE LIABLE FOR ANY INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES. OUR TOTAL LIABILITY SHALL NOT EXCEED $100. WE ARE NOT LIABLE FOR ANY LOSS OF PROFITS, LOSS OF USE, LOSS OF DATA, OR LOSS OF GOODWILL. WE ARE NOT LIABLE FOR LIQUIDATIONS OR TRADING LOSSES.

THE BETA SERVICE IS PARTICULARLY RISKY AND EXPERIMENTAL. YOU ACCEPT ALL RISKS ASSOCIATED WITH BETA SOFTWARE, INCLUDING THE POSSIBILITY OF TOTAL LOSS.

WE DO NOT PROVIDE INVESTMENT, TAX, OR LEGAL ADVICE. THE INFORMATION PROVIDED IS FOR INFORMATIONAL PURPOSES ONLY AND SHOULD NOT BE CONSTRUED AS INVESTMENT ADVICE OR A RECOMMENDATION OF ANY KIND.

18. DISPUTE RESOLUTION

These Terms are governed by the laws of the State of Delaware, without regard to its conflict of law principles.

Any dispute, claim, or controversy arising out of or relating to these Terms or the breach, termination, enforcement, interpretation, or validity thereof, or the use of the Service, shall be determined by binding arbitration in Delaware under the American Arbitration Association's rules.

YOU AND VMARKET AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING.

Notwithstanding the above, either party may seek injunctive or other equitable relief in any court of competent jurisdiction to protect its intellectual property rights.

19. TERMINATION

You may stop using the Service at any time by closing your account.

We may terminate or suspend your access to the Service immediately, without prior notice or liability, for any reason whatsoever, including without limitation if you breach any provision of these Terms, we are required to do so by law, we decide to discontinue the Service, or your activity poses a security risk.

Upon termination, your right to use the Service will immediately cease. Open positions remain on underlying Protocols. You retain control of your assets via your private keys. All provisions of these Terms which by their nature should survive termination shall survive.

20. MODIFICATIONS TO TERMS

We reserve the right to modify the Terms at any time, at our sole discretion and without prior notice. If we make changes, we will make efforts to inform you by posting the updated Terms on the Service, providing notice through the website, or using other reasonable communication methods. It is essential that you review the Terms whenever we update them, as your continued use of the Service after the modifications constitutes your acceptance of the revised Terms.

If you do not agree to the updated Terms, you must stop using the Service. As the Service evolves, we may change or discontinue all or any part of the Service at any time, without notice, and at our sole discretion. If you do not agree to the modified Terms, you must not use the Service.

21. GENERAL PROVISIONS

These Terms, together with the Privacy Policy and any other legal notices published by us on the Service, constitute the entire agreement between you and vMarket concerning the Service.

If any provision of these Terms is held to be invalid or unenforceable, the remaining provisions will continue in full force and effect.

Our failure to enforce any right or provision of these Terms will not be considered a waiver of such right or provision.

You may not assign or transfer these Terms or your rights under these Terms. We may assign our rights and obligations under these Terms without restriction.

Neither party shall be liable for any failure or delay in performance under these Terms which is due to fire, flood, earthquake, pandemic, governmental action, war, terrorism, or other unforeseeable cause beyond the reasonable control of such party.

All notices under these Terms shall be in writing and deemed given when delivered personally, sent by confirmed email, or sent by certified mail, return receipt requested, to the addresses provided by the parties.

22. CONTACT INFORMATION

For questions about these Terms or the Service: Email: [email protected]

BY USING VMARKET, YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTOOD, AND AGREE TO BE BOUND BY THESE TERMS OF SERVICE.