# Terms & Conditions

Last Updated Date: May 19, 2026

Please read this Terms of Use Agreement (the “Terms of Use”) carefully. The website located at Venzo’s website and any related websites, subdomains, web applications, mobile applications, interfaces, APIs, documentation, or other online properties that host or link to these Terms of Use (collectively, the “Website”) are owned or controlled by Venzo or its affiliates or related entities (“Venzo,” “we,” “us,” or “our”). These Terms of Use govern your access to and use of the Website and any services, software, technology, information, content, interfaces, or other resources made available through or enabled via the Website, including Venzo Earn, Venzo Swap, Venzo Pay, Venzo Rewards, vault discovery, transaction-routing interfaces, rewards interfaces, dashboards, documentation, and related services (each including the Website, a “Service” and, collectively, the “Services”).

BY USING THE SERVICES, CONNECTING A DIGITAL WALLET TO THE WEBSITE, AND/OR BROWSING THE WEBSITE, YOU REPRESENT THAT (1) YOU HAVE READ, UNDERSTAND, AND AGREE TO BE BOUND BY THESE TERMS OF USE AND ANY APPLICABLE SUPPLEMENTAL TERMS (COLLECTIVELY, THE “AGREEMENT”), (2) YOU ARE OF LEGAL AGE TO FORM A BINDING CONTRACT WITH VENZO, AND (3) YOU HAVE THE AUTHORITY TO ENTER INTO THE AGREEMENT PERSONALLY OR ON BEHALF OF THE ENTITY YOU REPRESENT. IF YOU DO NOT AGREE TO BE BOUND BY THE AGREEMENT, YOU MAY NOT ACCESS OR USE THE WEBSITE OR SERVICES.

USE OF THE WEBSITE OR SERVICES BY PERSONS WHO ARE CURRENTLY OR ORDINARILY LOCATED OR RESIDENT IN THE UNITED STATES IS STRICTLY PROHIBITED, REGARDLESS OF THE USER’S IP ADDRESS. UTILIZING A VIRTUAL PRIVATE NETWORK OR OTHER METHOD TO CONCEAL A USER’S UNITED STATES RESIDENCE OR LOCATION IS ALSO STRICTLY PROHIBITED AND MAY RESULT IN PERMANENT BLOCKING OF USE OF THE WEBSITE IN CONNECTION WITH BLOCKCHAIN ADDRESSES SUSPECTED OF BEING TIED TO A UNITED STATES RESIDENCE OR OTHER RESTRICTED JURISDICTION.

VENZO IS NOT AN EXCHANGE, TRUST COMPANY, BANK, DEPOSIT-TAKING INSTITUTION, LICENSED BROKER, DEALER, BROKER-DEALER, INVESTMENT ADVISER, INVESTMENT MANAGER, PAYMENT INSTITUTION, OR CUSTODIAN. NEITHER VENZO NOR THE SERVICES GIVE, OFFER, OR RENDER INVESTMENT, TAX, LEGAL, ACCOUNTING, FINANCIAL, OR REGULATORY ADVICE.

THE SERVICES ARE NON-CUSTODIAL. VENZO DOES NOT OPEN ACCOUNTS FOR, HOLD DEPOSITS FOR, MAINTAIN BALANCES FOR, CUSTODY, CONTROL, TRANSFER, REHYPOTHECATE, LEND, BORROW, PLEDGE, OR OTHERWISE EXERCISE CONTROL OVER ANY USER ASSETS. VENZO DOES NOT HAVE ACCESS TO YOUR PRIVATE KEYS, SEED PHRASES, PASSWORDS, DIGITAL WALLET, OR USER ASSETS. ANY MOVEMENT OF USER ASSETS OCCURS ONLY WHEN YOU INDEPENDENTLY AUTHORIZE AND SIGN A TRANSACTION THROUGH YOUR DIGITAL WALLET. VENZO CANNOT INITIATE, CANCEL, REVERSE, MODIFY, OR RECOVER ANY BLOCKCHAIN TRANSACTION OR ANY USER ASSETS.

THE WEBSITE AGGREGATES AND PUBLISHES PUBLICLY AVAILABLE INFORMATION RELATED TO NON-CUSTODIAL SMART CONTRACT VAULTS, DIGITAL ASSET STRATEGIES, SUPPORTED BLOCKCHAINS, THIRD-PARTY PROTOCOLS, AND OTHER THIRD-PARTY SERVICES. THE WEBSITE MAY ENABLE USERS TO INDICATE A TRANSACTION THAT THE USER MAY WISH TO PERFORM, SUCH AS DEPOSITING INTO OR WITHDRAWING FROM A VAULT, SWAPPING DIGITAL ASSETS, CLAIMING REWARDS, OR INTERACTING WITH A THIRD-PARTY PROTOCOL. WHEN USED THIS WAY, THE WEBSITE CAN GENERATE A DRAFT TRANSACTION MESSAGE, QUOTE, ROUTE, OR INSTRUCTION THAT THE USER MUST INDEPENDENTLY REVIEW, AUTHORIZE, AND SIGN THROUGH A THIRD-PARTY WALLET APPLICATION OR DEVICE.

BEFORE MAKING FINANCIAL, INVESTMENT, TAX, LEGAL, OR DIGITAL ASSET DECISIONS, YOU SHOULD CONTACT YOUR OWN INDEPENDENT INVESTMENT, TAX, LEGAL, ACCOUNTING, OR OTHER PROFESSIONAL ADVISERS. YOU ACKNOWLEDGE THAT VAULTS, DIGITAL ASSETS, REWARDS, SWAPS, AND ANY OTHER TRANSACTIONS PERFORMED IN CONNECTION WITH THE SERVICES ARE NOT PROTECTED BY DEPOSIT INSURANCE, SECURITIES INVESTOR PROTECTION, OR ANY SIMILAR GOVERNMENT OR PRIVATE INSURANCE SCHEME.

PLEASE BE AWARE THAT SECTION 16 (DISPUTE RESOLUTION) OF THIS AGREEMENT CONTAINS PROVISIONS GOVERNING HOW DISPUTES BETWEEN YOU AND VENZO ARE RESOLVED, INCLUDING AN ARBITRATION AGREEMENT AND CLASS ACTION WAIVER.

ANY DISPUTE, CLAIM, OR REQUEST FOR RELIEF RELATING IN ANY WAY TO YOUR USE OF THE WEBSITE OR SERVICES WILL BE GOVERNED AND INTERPRETED BY AND UNDER THE LAWS OF THE BRITISH VIRGIN ISLANDS, WITHOUT GIVING EFFECT TO ANY PRINCIPLES THAT PROVIDE FOR THE APPLICATION OF THE LAW OF ANY OTHER JURISDICTION.

Your use of, and participation in, certain Services may be subject to additional terms (“Supplemental Terms”). Supplemental Terms may be listed in these Terms of Use or presented to you for your acceptance when you access or use a particular Service, product, vault, campaign, reward, payment feature, card feature, partner integration, or third-party service. If these Terms of Use are inconsistent with any Supplemental Terms, the Supplemental Terms shall control solely with respect to the applicable Service.

PLEASE NOTE THAT THE AGREEMENT IS SUBJECT TO CHANGE BY VENZO IN ITS SOLE DISCRETION AT ANY TIME. When changes are made, Venzo will make a new copy of the Terms of Use available through the Website or Services and will update the “Last Updated” date above. If we make material changes, we may notify you by email, through the Services, through our social media channels, or by other reasonable means. Your continued use of the Services after changes become effective constitutes your acceptance of such changes.

### 1. Description of the Services

The Services include the Website and the Services enabled thereby, as further defined and described below. There are important risks and limitations associated with the use of the Services. Please read them carefully.

#### 1.1 The Platform

Venzo’s Services include access to a non-custodial online interface, supported documentation, dashboards, and related tools that allow Users to discover, view, and interact with publicly available information relating to digital assets, smart contract vaults, blockchain protocols, rewards programs, and third-party services.

Users can use the Services to:

1. aggregate and display publicly available information related to crypto assets, stablecoins, vault receipt tokens, reward points, rewards, and other digital assets (“User Assets”) that exist on third-party blockchains compatible with the Services (each, a “Supported Blockchain”) and are associated with the applicable User’s Digital Wallet;
2. view informational dashboards, analytics, projected returns, estimated APY/APR, risk descriptions, vault metadata, performance information, proof-of-reserves information, audit references, and other information about User Assets, vaults, strategies, or third-party protocols (collectively, “User Asset Information”);
3. draft transaction messages, routes, or instructions that the User can independently review, authorize, and sign through a Digital Wallet to interact with Supported Blockchains, smart contracts, vaults, protocols, decentralized exchanges, rewards systems, or other Third-Party Services;
4. access Venzo Earn interfaces for discovering non-custodial vaults and yield strategies;
5. access Venzo Swap interfaces for discovering routes or quotes for digital asset swaps;
6. access Venzo Rewards interfaces for viewing, claiming, or participating in rewards, points, cashback, campaigns, referrals, or other promotional programs; and
7. if and when made available, access Venzo Pay or card-related interfaces that may connect Users to third-party payment, card, account, or fiat on/off-ramp providers, subject to applicable Supplemental Terms and third-party terms.

The Services do not include custody of User Assets. Venzo does not possess, hold, or control User Assets and does not execute transactions on your behalf.

#### 1.2 Non-Custodial Nature

The Services are non-custodial at all times. Venzo does not:

* take custody of User Assets;
* hold deposits or maintain account balances for Users;
* control Digital Wallets, private keys, seed phrases, passwords, smart contract permissions, or User Assets;
* initiate, authorize, sign, broadcast, cancel, reverse, or modify blockchain transactions on behalf of Users;
* lend, borrow, rehypothecate, pledge, pool, invest, manage, or otherwise use User Assets on behalf of Users;
* act as agent, broker, dealer, adviser, custodian, trustee, fiduciary, intermediary, or representative of any User; or
* guarantee any yield, return, reward, redemption, liquidity, timing, execution, price, route, or outcome.

You are solely responsible for your Digital Wallet, Private Key, transaction approvals, wallet permissions, User Assets, and all activity associated with your Digital Wallet. Any transaction involving User Assets occurs only when you independently authorize and sign the relevant transaction with your Digital Wallet.

#### 1.3 Protocols, Vaults, and Strategy Managers

The Services may provide an interface that allows Users to view publicly available information relating to one or more blockchain protocols, smart contract systems, vaults, or third-party strategies (each, a “Protocol”). A Protocol may comprise open-source or proprietary smart contracts that allow Users to interact with one or more smart contract-enabled vaults (each, a “Vault”) or strategies.

Vaults and strategies may be self-executing, autonomous, or operated by third-party strategy managers, curators, asset managers, protocols, decentralized autonomous organizations, or other third parties (each, a “Strategy Manager”). Strategy Managers, not Venzo, may determine the parameters by which assets in a Vault are deployed, rebalanced, lent, borrowed, swapped, hedged, staked, or otherwise used.

For the avoidance of doubt, unless expressly stated otherwise in Supplemental Terms, any Protocol, Vault, Strategy Manager, Supported Blockchain, validator, decentralized exchange, bridge, oracle, wallet provider, payment provider, card issuer, fiat on/off-ramp provider, identity verification provider, or other third-party service is not part of the Website and is not a Service made available by Venzo under this Agreement. Venzo has no obligation to monitor or control any use of any Protocol or Third-Party Service. Venzo makes no representations or warranties about the functionality of any Protocol or Third-Party Service, or the actions or omissions of any Strategy Manager or other third party. All use of any Protocol or Third-Party Service is undertaken at your own risk.

#### 1.4 Your User Assets

You represent and warrant that:

1. you own or have authority to connect to the Digital Wallet you use with the Services;
2. you own or have authority to transfer, approve, swap, deposit, withdraw, or otherwise interact with any User Assets through your Digital Wallet;
3. all User Assets you use in connection with the Services have been earned, received, or otherwise acquired by you in compliance with all applicable laws;
4. no User Assets you use in connection with the Services have been “mixed,” “tumbled,” or otherwise processed to hide, mask, or obscure their origin, ownership, or transaction history; and
5. your use of the Services will not violate any applicable laws, sanctions, anti-money laundering rules, counter-terrorist financing rules, securities laws, commodities laws, tax laws, consumer protection laws, or other regulatory requirements.

#### 1.5 Compatibility Risk

The Services may not be compatible with all forms of cryptocurrency, stablecoins, tokens, networks, wallets, protocols, vaults, bridges, decentralized exchanges, or digital asset standards. Whether a User Asset, Digital Wallet, Supported Blockchain, Protocol, Vault, or Third-Party Service is compatible with the Services may change at any time, with or without notice.

#### 1.6 Transfers of User Assets

By combining publicly available information with the User’s interactions with the Website, the Website can draft standard transaction messages, quotes, routes, or instructions designed to reflect the User’s operational goals as expressed through interactions with the Website.

If you choose to proceed, you must personally review and authorize all transaction messages that you wish to execute. This requires you to sign the relevant transaction message with a private cryptographic key inaccessible to the Website and Venzo. The User-authorized message may then be broadcast to the applicable Supported Blockchain, validator network, wallet provider, protocol, or Third-Party Service, and you may pay a Gas Fee or other third-party fee to have the transaction processed.

Venzo does not initiate, process, effectuate, custody, or control transfers of your User Assets. The timing, execution, confirmation, allocation, redemption, settlement, and finality of any transfer are determined by your Digital Wallet, the applicable smart contracts, Supported Blockchain, validators, protocols, and any relevant third-party rules. Venzo shall have no liability to you or any third party with respect to any losses arising from the timing, failure, delay, pricing, routing, execution, reversal, non-reversal, confirmation, or non-confirmation of any transfer of User Assets.

Venzo and the Services are not agents or intermediaries of the User, do not store or have access to or control over any User Assets, private keys, passwords, accounts, or other property of the User, and are not capable of performing transactions or sending transaction messages on behalf of the User.

#### 1.7 Rewards

Any rewards, points, cashback, incentives, campaigns, referral benefits, promotional benefits, or similar items that you receive or may be eligible to receive in connection with your use of the Services (“Rewards”) may be provided by Venzo, a Strategy Manager, a Protocol, a partner, or another third party. Unless expressly stated in Supplemental Terms, Rewards are not guaranteed, may have no cash value, may be modified or discontinued at any time, and may be subject to eligibility, jurisdictional, compliance, timing, and other restrictions.

Venzo does not guarantee that you will receive any Rewards or that any Rewards will maintain any value, utility, transferability, redemption right, or availability.

#### 1.8 Fees

Venzo may charge fees in connection with certain Services from time to time. Any applicable fees will be disclosed through the Services or applicable Supplemental Terms. Fees may be reflected in a transaction you independently authorize, applied by applicable smart contracts, protocols, or third-party providers, or otherwise charged only through a method you separately approve. Venzo does not unilaterally debit, deduct, or transfer User Assets from your Digital Wallet.

Gas Fees, blockchain fees, validator fees, bridge fees, decentralized exchange fees, liquidity provider fees, protocol fees, card fees, payment fees, on/off-ramp fees, foreign exchange fees, and other third-party fees may apply. These fees are determined by third parties or market conditions and are not necessarily determined, set, or charged by Venzo.

#### 1.9 Taxes

You are solely responsible for determining what, if any, taxes apply to any transactions involving your User Assets, including deposits, withdrawals, swaps, transfers, rewards, points, cashback, staking, lending, borrowing, vault interactions, redemptions, or other activity. Venzo has no responsibility for determining, withholding, collecting, reporting, or remitting taxes on your behalf, except where required by applicable law.

### 2. Eligibility; User Representations and Warranties

#### 2.1 Account and Wallet Connection

Connecting your Digital Wallet to the Services may constitute your account or user session (“Account”). You are responsible for all activity associated with your Digital Wallet and Account. You may not use another person’s Digital Wallet without authorization. You agree to notify Venzo immediately of any unauthorized use of your Account or any other breach of security.

#### 2.2 Registration Data and Compliance Information

When you register, connect a Digital Wallet, access the Services, participate in Rewards, use partner integrations, or otherwise use the Services, you agree to provide true, accurate, current, and complete information as may be requested by the Services from time to time (“Registration Data”). This may include information required for sanctions screening, jurisdiction checks, eligibility checks, anti-money laundering checks, fraud prevention, tax compliance, or other compliance purposes.

If you provide information that is untrue, inaccurate, not current, or incomplete, or if Venzo has reasonable grounds to suspect that any information is untrue, inaccurate, not current, incomplete, fraudulent, or unlawful, Venzo may suspend, restrict, or terminate your access to the Services.

#### 2.3 Eligibility

You represent and warrant that:

1. you are at least eighteen (18) years old and of legal age to form a binding contract;
2. you are not located in, ordinarily resident in, organized under the laws of, or accessing the Services from the United States or any other jurisdiction where use of the Services is prohibited by Venzo or applicable law;
3. you are not a person barred from using the Services under the laws of the British Virgin Islands, your place of residence, or any other applicable jurisdiction;
4. if you are acting on behalf of an entity, DAO, organization, or other person, you have all right and authority necessary to act on behalf of such person or entity;
5. neither you nor any relevant beneficial owner, affiliate, controlling person, agent, nominee, or representative is subject to sanctions, named on any sanctions list, or located in a sanctioned jurisdiction;
6. you are not using the Services for money laundering, terrorist financing, sanctions evasion, fraud, market manipulation, illegal gambling, illegal securities activity, or any other illegal or unauthorized purpose; and
7. your use of the Services complies with all applicable laws and regulations.

#### 2.4 Digital Wallets and Private Keys

In connection with certain features of the Services, you will need to connect a Digital Wallet owned or controlled by you. Access to and use of a Digital Wallet is subject to additional terms and conditions between you and the provider of that Digital Wallet.

Access to your Digital Wallet may require the use of a private key, seed phrase, password, passphrase, hardware device, biometric credential, or other authentication method (“Private Key”). Your Private Key is unique to you and must be maintained by you. Venzo does not have access to your Private Key and cannot recover a lost Private Key. If you lose your Private Key, you may lose access to your Digital Wallet and any User Assets associated with it.

PLEASE NOTE THAT YOUR RELATIONSHIP WITH ANY DIGITAL WALLET PROVIDER OR OTHER THIRD-PARTY SERVICE PROVIDER IS GOVERNED SOLELY BY YOUR AGREEMENT WITH THAT THIRD PARTY. VENZO DISCLAIMS ALL LIABILITY IN CONNECTION WITH DIGITAL WALLETS, PRIVATE KEYS, WALLET PERMISSIONS, WALLET MALFUNCTIONS, WALLET COMPROMISES, OR THIRD-PARTY WALLET SERVICES.

#### 2.5 Necessary Equipment and Software

You must provide all equipment and software necessary to connect to and use the Services, including a computer system, mobile device, browser, Digital Wallet, and internet connection. You are solely responsible for any fees, including internet, mobile, data, device, gas, or network fees, that you incur when accessing the Services.

### 3. Your Assumption of Risk

#### 3.1 General Risk

When you use the Services, you understand and acknowledge that Venzo is not a financial or investment adviser and that the Services entail a risk of loss and may not meet your needs. Venzo cannot guarantee that User Assets will earn any return, yield, Rewards, or other benefits, or that User Assets will not lose value.

Digital assets, stablecoins, tokens, vault receipt tokens, rewards, and other blockchain-based assets can be highly volatile, illiquid, risky, and subject to sudden loss of value. Past performance, projected APY/APR, target yield, estimated return, or displayed analytics are not guarantees of future results.

#### 3.2 Smart Contract, Strategy, and Protocol Risk

Smart contracts, vaults, strategies, protocols, bridges, decentralized exchanges, oracles, wallets, and blockchain networks may contain bugs, vulnerabilities, errors, design flaws, governance failures, exploit risks, oracle failures, liquidity risks, liquidation risks, depeg risks, redemption risks, slippage risks, MEV risks, and other risks. Third parties may exploit these risks, resulting in the loss or diminution of User Assets.

#### 3.3 Stablecoin and RWA Risk

Stablecoins and tokenized real-world asset products may be subject to issuer risk, reserve risk, counterparty risk, liquidity risk, depeg risk, redemption risk, regulatory risk, credit risk, duration risk, interest rate risk, collateral risk, custody risk at the third-party issuer or protocol level, and transparency risk. Venzo does not guarantee the value, redeemability, liquidity, backing, or legal status of any stablecoin, vault token, receipt token, or tokenized real-world asset.

#### 3.4 Non-Custodial Transaction Risk

In order to be successfully completed, any transaction involving User Assets must be confirmed by and recorded on the applicable Supported Blockchain or processed by the applicable protocol or Third-Party Service. Venzo has no control over any Supported Blockchain, validator, wallet provider, protocol, or Third-Party Service, and cannot ensure that any transaction will be validated, confirmed, executed, reversed, modified, cancelled, or completed.

You accept full responsibility for all activities that you effect through your Digital Wallet, including loss as a result of authorized or unauthorized access to your Digital Wallet.

#### 3.5 Regulatory Risk

The regulatory regimes governing blockchain technologies, stablecoins, digital assets, tokenized assets, rewards, payments, cards, DeFi, and related services are uncertain and rapidly evolving. New laws, regulations, policies, enforcement actions, or interpretations may materially adversely affect the development, availability, legality, functionality, or value of the Services or User Assets.

#### 3.6 Third-Party Risk

Certain features of the Services may rely on third-party websites, services, technology, protocols, smart contracts, applications, wallets, blockchains, validators, Strategy Managers, identity verification providers, payment providers, card issuers, fiat on/off-ramp providers, security providers, analytics providers, and other third parties (each, a “Third-Party Service” and collectively, “Third-Party Services”). Venzo is not responsible for any Third-Party Service and shall not be liable for losses, delays, failures, errors, interruptions, loss of data, loss of User Assets, or other harm arising from Third-Party Services.

### 4. Use of the Services

#### 4.1 License to the Services

Subject to the Agreement, Venzo grants you a limited, revocable, non-exclusive, non-transferable, non-sublicensable license to access and use the Services solely as described in this Agreement. Nothing in this Agreement shall be construed as a sale of any ownership interest in or to the Services or any intellectual property rights associated with the Services.

#### 4.2 Updates

You understand that the Services are evolving. Venzo may update, modify, suspend, discontinue, or restrict the Services, in whole or in part, with or without notice.

#### 4.3 Restrictions

You agree not to:

1. license, sell, rent, lease, transfer, assign, reproduce, distribute, host, or otherwise commercially exploit the Services;
2. frame or use framing techniques to enclose any trademark, logo, or other portion of the Services;
3. use metatags or other hidden text using Venzo’s name or trademarks;
4. modify, translate, adapt, merge, make derivative works of, disassemble, decompile, reverse compile, or reverse engineer any part of the Services, except to the extent expressly permitted by applicable law;
5. scrape, crawl, index, download, or harvest data from the Services except as expressly permitted;
6. bypass or circumvent measures used to prevent or limit access to the Services;
7. use the Services for any illegal or unauthorized purpose;
8. interfere with, disrupt, negatively affect, or inhibit other Users from fully enjoying the Services;
9. use the Services to engage in money laundering, terrorist financing, sanctions evasion, fraud, market manipulation, front-running, wash trading, pump and dump activity, spoofing, layering, or other deceptive or manipulative activity;
10. use the Services to transact in securities, derivatives, debt financings, equity financings, regulated investment products, or other regulated products except in strict compliance with applicable law;
11. provide false, inaccurate, misleading, or incomplete information to Venzo;
12. impersonate another person or entity;
13. attempt to access any Digital Wallet that you do not have authority to access; or
14. violate any applicable law, rule, regulation, or this Agreement.

#### 4.4 Communications

By entering into this Agreement or using the Services, you agree to receive communications from us. Communications may include operational communications, transaction-related notices, security notices, updates about new and existing features, promotional communications, rewards communications, partner communications, and industry updates. You may opt out of certain marketing communications where required by applicable law, but you may still receive operational, legal, compliance, and security communications.

#### 4.5 Third-Party Services

Certain features of the Services may rely on Third-Party Services. You acknowledge and agree that Venzo shall not be liable for any damages, liabilities, or other harms in connection with your use of or inability to access Third-Party Services. Your use of Third-Party Services may be governed by separate terms and privacy policies between you and the relevant third party.

### 5. Responsibility for Content

You acknowledge that all data, information, and other content within the Services is the sole responsibility of the party from whom such content originated. You, and not Venzo, are entirely responsible for all content that you upload, post, transmit, submit, or otherwise make available through the Services (“Your Content”).

### 6. Ownership

#### 6.1 Services

Except with respect to Your Content, you agree that Venzo and its suppliers own all rights, title, and interest in the Services, including software, computer code, algorithms, technology, designs, themes, objects, concepts, artwork, animations, sounds, methods of operation, documentation, and all intellectual and proprietary rights related thereto.

#### 6.2 Trademarks

Venzo’s name and all related graphics, logos, service marks, and trade names used on or in connection with the Services are the trademarks of Venzo and may not be used without permission. Other trademarks, service marks, and trade names that appear in the Services are the property of their respective owners.

#### 6.3 Your Content

You grant Venzo a fully paid, royalty-free, worldwide, non-exclusive, sublicensable license to use, license, distribute, reproduce, modify, adapt, publicly perform, and publicly display Your Content for the purposes of operating, providing, improving, and developing the Services and related products. You represent that you have all rights necessary to grant this license.

#### 6.4 Feedback

You agree that any ideas, suggestions, documents, proposals, or feedback submitted to Venzo (“Feedback”) may be used by Venzo without restriction or compensation to you. You grant Venzo a fully paid, royalty-free, perpetual, irrevocable, worldwide, non-exclusive, sublicensable right and license to use and exploit any Feedback in any manner.

### 7. User Conduct

You agree that you are solely responsible for your conduct in connection with the Services. You agree to use the Services only in compliance with the Agreement and applicable law. Any unauthorized use of the Services terminates the licenses granted by Venzo under the Agreement.

### 8. Fees, Gas Fees, and Promotions

#### 8.1 Fees

Access to certain Services may be free. Venzo may charge fees for certain Services from time to time. Fees and payment terms will be disclosed through the applicable Service or Supplemental Terms. Any payment obligations you incur are binding at the time of the applicable transaction or acceptance.

#### 8.2 Gas Fees

You are solely responsible for ensuring that you have sufficient User Assets in your Digital Wallet to cover any Gas Fee required to complete any transaction. “Gas Fees” are transaction fees determined by market conditions on the applicable Supported Blockchain and are not determined, set, or charged by Venzo.

#### 8.3 Taxes

You are responsible for all taxes, fees, duties, reporting, and filings arising out of the Agreement or any transactions contemplated by the Agreement, other than taxes based on Venzo’s net income.

#### 8.4 Promotions

Venzo may make available conditional offers, airdrops, rewards campaigns, promotional prices, discounted fees, points, cashback, referral programs, or other promotions (each, a “Promotion”). Promotion rules will be made available in connection with the Promotion. Venzo may determine eligibility and may change, suspend, or terminate a Promotion at any time, with or without notice, subject to applicable law.

#### 8.5 Currency and Payment Processing

You may not substitute any other currency, whether cryptocurrency or fiat currency, for the currency in which you have contracted to pay any fees. Venzo may add or change payment processing services, fiat on/off-ramp providers, card providers, or other third-party payment services at any time. Such services may be subject to additional terms and conditions.

### 9. Indemnification

You agree to indemnify and hold Venzo, its parents, subsidiaries, affiliates, officers, employees, agents, partners, suppliers, licensors, and service providers (each, a “Venzo Party” and collectively, the “Venzo Parties”) harmless from any losses, costs, liabilities, and expenses, including reasonable attorneys’ fees, relating to or arising out of:

1. Your Content;
2. your use of or inability to use the Services;
3. your use of or inability to use any Protocol, Vault, Supported Blockchain, Digital Wallet, or Third-Party Service;
4. your violation of the Agreement;
5. your violation of any rights of another party;
6. your failure to provide accurate or complete information;
7. your violation of any applicable laws, rules, or regulations; or
8. any activity associated with your Digital Wallet.

Venzo reserves the right, at its own cost, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you will fully cooperate with Venzo. This provision will survive termination of the Agreement.

### 10. Release

TO THE MAXIMUM EXTENT PERMISSIBLE BY APPLICABLE LAW, YOU HEREBY RELEASE THE VENZO PARTIES FROM ANY LIABILITY, CLAIMS, DEMANDS, ACTIONS, AND CAUSES OF ACTION ARISING OUT OF OR RELATED TO ANY LOSS WHICH MAY BE SUSTAINED BY YOU WHILE USING, ARISING OUT OF, OR IN CONNECTION WITH THE USE OF THE SERVICES, ANY PROTOCOL, ANY VAULT, ANY SUPPORTED BLOCKCHAIN, ANY DIGITAL WALLET, OR ANY THIRD-PARTY SERVICE, INCLUDING ANY DIMINUTION OF VALUE TO OR LOSS OR THEFT OF ANY USER ASSETS.

To the maximum extent permissible by applicable law, this release is binding upon your relatives, spouse, heirs, next of kin, executors, administrators, beneficiaries, partners, and any other affiliates or interested parties.

### 11. Disclaimer of Warranties and Conditions

#### 11.1 As Is

YOU EXPRESSLY UNDERSTAND AND AGREE THAT, TO THE EXTENT PERMITTED BY APPLICABLE LAW, YOUR USE OF THE SERVICES IS AT YOUR SOLE RISK, AND THE SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITH ALL FAULTS. THE VENZO PARTIES EXPRESSLY DISCLAIM ALL WARRANTIES, REPRESENTATIONS, AND CONDITIONS OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, QUIET ENJOYMENT, ACCURACY, AND NON-INFRINGEMENT.

THE VENZO PARTIES MAKE NO WARRANTY, REPRESENTATION, OR CONDITION THAT:

1. THE SERVICES WILL MEET YOUR REQUIREMENTS;
2. YOUR USE OF THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE;
3. THE RESULTS OBTAINED FROM USE OF THE SERVICES WILL BE ACCURATE OR RELIABLE;
4. ANY USER ASSET WILL MAINTAIN VALUE, LIQUIDITY, OR REDEEMABILITY;
5. ANY VAULT, STRATEGY, REWARD, APY, APR, OR RETURN WILL BE ACHIEVED;
6. ANY BLOCKCHAIN TRANSACTION WILL BE EXECUTED, CONFIRMED, REVERSED, MODIFIED, OR CANCELLED; OR
7. THE SERVICES WILL BE FREE OF MALWARE, HACKS, EXPLOITS, OR CYBERSECURITY BREACHES.

#### 11.2 Beta Features

From time to time, Venzo may offer beta features, experimental tools, testnet features, early access products, or pilot programs. Such features are offered solely for experimental purposes and without any warranty of any kind. Venzo may modify or discontinue them at any time.

#### 11.3 No Financial Advice

VENZO IS NOT A BANK, LENDER, BROKER, DEALER, INVESTMENT ADVISER, INVESTMENT MANAGER, CUSTODIAN, TRUST COMPANY, EXCHANGE, OR PAYMENT INSTITUTION. NEITHER VENZO NOR ITS SUPPLIERS OR LICENSORS SHALL BE RESPONSIBLE FOR INVESTMENT, FINANCIAL, TAX, LEGAL, OR OTHER DECISIONS OR LOSSES RESULTING FROM USE OF THE SERVICES, ANY PROTOCOL, ANY VAULT, ANY DIGITAL WALLET, OR ANY THIRD-PARTY SERVICE.

#### 11.4 Third Parties

YOU ACKNOWLEDGE AND AGREE THAT THE VENZO PARTIES ARE NOT LIABLE FOR THE CONDUCT OF THIRD PARTIES, INCLUDING STRATEGY MANAGERS, PROTOCOLS, VAULTS, SUPPORTED BLOCKCHAINS, VALIDATORS, WALLET PROVIDERS, PAYMENT PROVIDERS, CARD ISSUERS, ON/OFF-RAMP PROVIDERS, IDENTITY VERIFICATION PROVIDERS, OR EXTERNAL SITES.

#### 11.5 Open-Source Software and Third-Party Materials

Any content, software, or services you access under the terms of an open-source license or through third-party materials is accessed at your own risk. Venzo shall not be liable for any harm arising from such content, software, services, or materials.

### 12. Limitation of Liability

#### 12.1 Disclaimer of Certain Damages

TO THE FULLEST EXTENT PROVIDED BY LAW, IN NO EVENT SHALL THE VENZO PARTIES BE LIABLE FOR ANY LOSS OF PROFITS, REVENUE, DATA, GOODWILL, USER ASSETS, OR VALUE, OR FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, WHETHER OR NOT VENZO HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, ARISING OUT OF OR IN CONNECTION WITH:

1. LOSS OR DIMINUTION IN VALUE OF USER ASSETS;
2. USE OF OR INABILITY TO USE THE SERVICES;
3. USE OF OR INABILITY TO USE ANY PROTOCOL, VAULT, DIGITAL WALLET, SUPPORTED BLOCKCHAIN, OR THIRD-PARTY SERVICE;
4. UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS, DATA, DIGITAL WALLET, PRIVATE KEY, OR USER ASSETS;
5. STATEMENTS OR CONDUCT OF ANY THIRD PARTY;
6. ANY BLOCKCHAIN TRANSACTION, FAILED TRANSACTION, DELAYED TRANSACTION, REVERSED TRANSACTION, NON-REVERSED TRANSACTION, OR NON-CONFIRMED TRANSACTION; OR
7. ANY OTHER MATTER RELATED TO THE SERVICES.

#### 12.2 Cap on Liability

TO THE FULLEST EXTENT PROVIDED BY LAW, THE VENZO PARTIES WILL NOT BE LIABLE TO YOU FOR MORE THAN THE GREATER OF (A) USD $100 OR (B) THE REMEDY OR PENALTY IMPOSED BY THE STATUTE UNDER WHICH SUCH CLAIM ARISES WHERE SUCH REMEDY OR PENALTY CANNOT BE WAIVED OR REDUCED PURSUANT TO THIS AGREEMENT.

#### 12.3 Exclusions

Certain jurisdictions do not allow the exclusion or limitation of certain damages. If these laws apply to you, some or all of the above exclusions or limitations may not apply, and you may have additional rights.

### 13. Monitoring and Enforcement

If Venzo becomes aware of possible violations of the Agreement, Venzo may investigate such violations. Venzo may disclose information or materials, including information related to your Digital Wallet and Registration Data, where Venzo believes it is necessary or appropriate to:

1. comply with applicable laws, legal process, or governmental requests;
2. enforce the Agreement;
3. respond to claims that Your Content violates third-party rights;
4. respond to customer service requests;
5. protect the rights, property, or safety of Venzo, Users, or the public; or
6. prevent fraud, security incidents, sanctions violations, money laundering, terrorist financing, or other unlawful activity.

### 14. Term and Termination

#### 14.1 Term

The Agreement commences when you accept the Agreement or first use the Services and remains in effect while you use the Services, unless terminated earlier.

#### 14.2 Termination by Venzo

Venzo may suspend, restrict, or terminate your access to the Services at any time, for any reason or no reason, with or without notice, including if Venzo believes you have violated the Agreement or applicable law.

#### 14.3 Termination by You

You may terminate your use of the Services by ceasing all further use of the Services. Termination does not affect blockchain transactions already submitted, smart contract positions already entered, or your obligations under the Agreement.

#### 14.4 Effect of Termination

Upon termination, your right to use the Services will automatically terminate. Venzo will not have any liability to you for suspension or termination. All provisions that by their nature should survive termination shall survive, including ownership, disclaimers, indemnification, limitations of liability, dispute resolution, and general provisions.

### 15. International Users

The Services can be accessed from countries around the world and may contain references to Services, products, or content that are not available in your country. These references do not imply that Venzo intends to make such Services, products, or content available in your country. Those who access or use the Services from outside the jurisdiction in which Venzo operates do so on their own initiative and are responsible for compliance with local law.

### 16. Dispute Resolution

Please read this Section 16 carefully. It is part of your contract with Venzo and affects your rights. It contains procedures for mandatory binding arbitration and a class action waiver.

#### 16.1 Applicability

Subject to the terms of this Section 16, you and Venzo agree that any dispute, claim, or disagreement arising out of or relating in any way to your access to or use of the Services, the Website, the Agreement, any prior version of the Agreement, any Protocol, any Vault, any Digital Wallet interaction through the Services, or any Third-Party Service interaction through the Services (each, a “Dispute”) will be resolved by binding arbitration, rather than in court, except that either party may seek equitable relief in court for infringement or misuse of intellectual property rights.

#### 16.2 Informal Dispute Resolution

Before commencing arbitration, the party initiating a Dispute must give written notice to the other party and the parties will attempt in good faith to resolve the Dispute informally. The notice must include the initiating party’s name, contact information, applicable Digital Wallet address if relevant, and a description of the Dispute.

#### 16.3 Arbitration

If the parties do not resolve the Dispute informally within sixty (60) days after notice, either party may finally resolve the Dispute through binding arbitration. The arbitration will be conducted in English by one arbitrator. The place of arbitration shall be Panama City, Panama, unless the parties agree otherwise. If the chosen arbitral forum is unavailable, the parties will select an alternative arbitral forum.

#### 16.4 Waiver of Jury Trial

YOU AND VENZO HEREBY WAIVE ANY CONSTITUTIONAL AND STATUTORY RIGHTS TO SUE IN COURT AND HAVE A TRIAL BEFORE A JUDGE OR JURY, EXCEPT AS EXPRESSLY PROVIDED IN THIS SECTION 16.

#### 16.5 Waiver of Class and Other Non-Individualized Relief

YOU AND VENZO AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY ON AN INDIVIDUAL BASIS AND NOT ON A CLASS, REPRESENTATIVE, COLLECTIVE, OR MASS ACTION BASIS. ONLY INDIVIDUAL RELIEF IS AVAILABLE, AND DISPUTES OF MORE THAN ONE USER CANNOT BE ARBITRATED OR CONSOLIDATED WITH THOSE OF ANY OTHER USER, EXCEPT AS REQUIRED BY APPLICABLE LAW.

#### 16.6 Confidentiality

All aspects of any arbitration proceeding, including the award and materials exchanged, shall be confidential, except as required by law or as necessary to enforce the Agreement or an arbitration award.

#### 16.7 Survival

This dispute resolution provision will survive termination of your relationship with Venzo.

### 17. General Provisions

#### 17.1 Independent Contractors

The relationship between Venzo and you is that of independent contractors. Nothing in this Agreement creates any partnership, joint venture, agency, fiduciary, employment, or representative relationship.

#### 17.2 Electronic Communications

You consent to receive communications from Venzo electronically. You agree that all agreements, notices, disclosures, and other communications provided electronically satisfy any legal requirement that such communications be in writing.

#### 17.3 Assignment

You may not assign, subcontract, delegate, or otherwise transfer the Agreement or your rights and obligations without Venzo’s prior written consent. Venzo may assign or transfer the Agreement without restriction.

#### 17.4 Force Majeure

Venzo shall not be liable for any delay or failure to perform resulting from causes outside its reasonable control, including acts of God, war, terrorism, riots, embargoes, government actions, fire, flood, accident, strike, labor shortage, cyberattack, internet outage, blockchain outage, validator failure, wallet failure, smart contract failure, oracle failure, liquidity failure, or failure of any Third-Party Service.

#### 17.5 Questions, Complaints, Claims

If you have any questions, complaints, or claims with respect to the Services, please contact us at the contact email designated by Venzo for legal or support inquiries.

#### 17.6 Exclusive Venue

To the extent the parties are permitted under this Agreement to initiate litigation in a court, both you and Venzo agree that all claims and disputes arising out of or relating to the Agreement will be litigated exclusively in the courts of the British Virgin Islands.

#### 17.7 Governing Law

THE TERMS AND ANY ACTION RELATED THERETO WILL BE GOVERNED AND INTERPRETED BY AND UNDER THE LAWS OF THE BRITISH VIRGIN ISLANDS, WITHOUT GIVING EFFECT TO ANY PRINCIPLES THAT PROVIDE FOR THE APPLICATION OF THE LAW OF ANOTHER JURISDICTION. THE UNITED NATIONS CONVENTION ON CONTRACTS FOR THE INTERNATIONAL SALE OF GOODS DOES NOT APPLY TO THE AGREEMENT.

#### 17.8 Choice of Language

It is the express wish of the parties that the Agreement and all related documents be drawn up in English.

#### 17.9 Notice

Where Venzo requires that you provide an email address, you are responsible for providing your most current email address. If the last email address you provided is not valid, Venzo’s dispatch of an email containing notice will nonetheless constitute effective notice. You may give notice to Venzo at the address or email designated by Venzo for legal notices.

#### 17.10 Waiver

Any waiver or failure to enforce any provision of the Agreement on one occasion will not be deemed a waiver of any other provision or of such provision on any other occasion.

#### 17.11 Severability

If any portion of the Agreement is held invalid or unenforceable, that portion shall be construed to reflect, as nearly as possible, the original intention of the parties, and the remaining portions shall remain in full force and effect.

#### 17.12 Export Control

You may not use, export, import, or transfer the Services except as authorized by the laws of the jurisdiction in which you obtained the Services and any other applicable laws.

#### 17.13 Entire Agreement

The Agreement is the final, complete, and exclusive agreement of the parties with respect to the subject matter hereof and supersedes all prior discussions between the parties with respect to such subject matter.


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