Terms of Service

Nvio is a company incorporated and registered in the Republic of El Salvador, having its registered address at Antiguo Cuscatlán, La Libertad, El Salvador (the “Company”).

References in these Terms to “your”, “you” or “yours” are to the user who accepts these Terms and agrees to use the Services as set out in and under these Terms. You and Nvio shall together be referred to as the “Parties” and references to a “Party” shall be to the relevant one of them as the context requires.

2.1. The following words and expressions used in this Terms shall have the following meanings, unless they are inconsistent with the context:

Agreement

means these Terms together with Risk Disclosure, Privacy Policy, Cookie Policy of Nvio as well as any other policies published by Nvio that may apply to you.

Applicable Law

means the Republic of El Salvador law or regulation or any other laws, rules or regulations of other territories or jurisdictions (as the case may be) and as may be amended from time to time.

Blockchain

means the public transaction ledger for a particular Crypto Asset.

Crypto Asset

means any crypto asset (also called “virtual asset”, “cryptocurrency,” or “digital goods”), which is based on the cryptographic protocol of a computer network that may be (i) centralized or decentralized, (ii) closed or open-source, and (iii) used as a medium of exchange and/or store of value. Furthermore, a Crypto Asset is expressed as a unit; capable of being transferred, stored and traded on a peer-to-peer basis with or without conditions or limitations; and approved by Nvio for use in connection with Onchain from time to time. Crypto Assets also include NFTs and other digital collectibles.

Onchain

means the progressive web application (PWA) offered from the onchain.bitso.com domain.

Crypto Wallet Address

means the public address for receiving and sending Crypto Assets.

DApps

means decentralized applications, which are applications that operate on a Blockchain or peer-to-peer network of computers and may operate autonomously.

DeFi

means decentralized finance, which refers to the infrastructure, processes, and technologies used to democratize and/or decentralize financial transactions.

Personal Data

means any information relating to an identified or identifiable natural person, such as a name, an identification number, location data, an online identifier or one or more factors specific to the physical, economic, cultural or social identity of you. It may also include network information regarding transactions, such as but not limited to, the type of device that you use, access times, hardware models, operating systems and versions, and other unique device identifiers; information about potential plug-ins you may use, such as but not limited to those related to the management of cryptocurrency assets and any information provided by them; your email and wallet addresses; and any other interactions with Nvio’s Services and other related information that passes through Nvio’s Services and/or other related blockchain technologies.

Services

means, collectively, the software services accessible via web browser and/or a mobile device application, including self-custody externally owned accounts (EOA) and smart contract wallets.

Colosseum

means the gamified competition layer of the Services, including badges, factions, leaderboards, trading sessions, loot boxes, quests, points, seasonal prize pools, rewards and similar features that Nvio may offer from time to time.

Perps / Perpetuals

means perpetual futures contracts accessible through Third Party Services (including third-party perpetual futures protocols) via the Services.

Restricted Jurisdiction

means (i) the United States of America, including its territories and possessions; (ii) any country or region subject to comprehensive sanctions by the United States, the United Nations, the European Union, the United Kingdom or other applicable sanctions authorities, including without limitation Cuba, Iran, North Korea, Syria, and the Crimea, Donetsk and Luhansk regions; and (iii) any other jurisdiction that prohibits or restricts the use of Crypto Assets in a manner that would make the use of the Services unlawful.

Restricted Person

means any person or entity that (i) is a resident or citizen of, or located in, a Restricted Jurisdiction; (ii) appears on any sanctions list maintained by the U.S. Department of the Treasury (including the Specially Designated Nationals and Blocked Persons List), the United Nations, the European Union, the United Kingdom or any other relevant sanctions authority; or (iii) is owned or controlled by, or acting on behalf of, any such person or entity.

Wherever appropriate in these Terms, a singular term shall be construed to mean the plural where necessary, and a plural term the singular.

3.1. Onchain: You may elect to use the Services. The Services enables users to (i) store Crypto Assets; (ii) access Dapps; (iii) stake certain Crypto Assets in a third party ‘proof of stake’ network through staking services (“Staking Service”); (iv) access DeFi yield products, including those provided through Third Party Services (“Yield Products”); (v) view addresses and information that are part of Crypto Asset networks and broadcast transactions; (vi) participate in retail decentralized exchanges (“DEXs”) trades and associated DEX activity; (vii) exchange one Crypto Asset for another through Third Party Services (“Swaps”); and (viii) additional functionalities as Nvio may add from time to time.

3.2. Ownership and Control: You own and control the Crypto Assets stored in Onchain. As the owner of Crypto Assets, you shall bear all risk of loss of such Crypto Assets. Nvio shall have no liability for Crypto Asset fluctuations or loss associated with your use of Onchain or the Services. At any time, subject to outages, downtime, and other applicable policies, you may withdraw your Crypto Assets by sending it to a different Crypto Wallet Address. You acknowledge that by engaging the Services you are at no time transferring your assets to Nvio or its affiliates.

3.3. Third Party Services: The Services may provide access to or link to third-party services and/or platforms, such as DEXs, and/or Dapps (“Third Party Services”). When accessing Third Party Services, you understand that you are at no time transferring your assets to Nvio. Nvio provides access to Third Party Services only as a convenience, but do not have control over their content, do not warrant or endorse, and is not responsible for the availability or legitimacy of, the content, products, assets, or services on or accessible from those Third Party Services (including any related websites, resources or links displayed therein). Third-party Services, such as Dapps and DEXs, may provide access to assets which have high risks of illiquidity, devaluation, lockup, or loss. You acknowledge and agree that Nvio is not responsible nor does it operate or has control over such Third Party Services, and therefore does not make any warranty or representation over their content, functions and/or quality. These Third Party Services might have errors, deficiencies, or might not satisfy your individual needs and you fully free and clear Nvio of any responsibility related to any error, deficiency, mistake, damage and/or loss that you might suffer by using such third Third Party Services. You should use care in linking your Crypto Wallet Address with any Third-Party Services or otherwise providing any third-parties with access to Onchain. You are solely responsible for any fees or costs associated with accessing Third Party Services.

3.4. Crypto Asset Transactions: In order for all proposed Crypto Asset transactions to be completed, they must be confirmed and recorded in the Crypto Asset’s associated Blockchain. Such networks are decentralized, peer-to-peer networks supported by independent third parties, which Nvio does not own, control, or operate. Nvio has no control over the Blockchain networks and, therefore, cannot and do not ensure that any transaction details that you submit via the Services will be confirmed and processed. By using the Services, you acknowledge and agree that: (i) Nvio does not have the ability to cancel or otherwise modify your transaction unilaterally, once it has been signed by both Parties and published; (ii) the transaction details you submit may not be completed, or may be substantially delayed, by the applicable Blockchain networks; (iii) Nvio does not store, send, or receive Crypto Assets; and (iv) any transfer that occurs in relation to any Crypto Asset occurs on the relevant Blockchain network and not on a network owned by Nvio and therefore Nvio does not guarantee the transfer of title or right in any Crypto Asset.

3.5. Staking Services: If you access or use a Staking Service, a third party may stake certain Crypto Assets on your behalf (“Staked Crypto Assets”), acting as a transaction validator on the applicable Blockchain network. If a block of transactions is successfully validated using such Staked Crypto Assets, a reward is granted by that network (“Staking Reward”). You acknowledge and agree that Nvio is not responsible for: (i) your use of the Staking Service and shall have no liability whatsoever in connection with your use of the Staking Service; (ii) ensuring that the staking will occur on a continuous basis; and (iii) ensuring any particular Crypto Asset will be staked or will continue to be staked.

3.6. Yield Products: Nvio may offer Yield Products through Third Party Services. Nvio facilitates access to these services but does not control or operate them. Nvio is not responsible for the performance, security, or availability of these through Third Party Services. By utilizing these Yield Products, you acknowledge and agree that (i) investing in Yield Products involves significant risks, including but not limited to impermanent loss, potential losses due to DeFi contract vulnerabilities or hacks, fluctuations in interest rates, and risks associated with the volatility of underlying Crypto Assets; (ii) you assume all risks associated with participating in Yield Products and understand that Nvio is not responsible for any losses incurred; (iii) Nvio does not guarantee any specific returns or yields from participating in Yield Products; (iv) the returns from Yield Products are subject to market conditions and the performance of third-party platforms and protocols. You are solely responsible for conducting your own due diligence and research before participating in Yield Products. You should understand the risks involved and ensure that investing in Yield Products aligns with your risk tolerance and financial situation.

3.7. Swaps: If you perform a Swap using the feature enabled in Onchain, a third party will find the best way to carry out the operation in the most efficient and cost-effective manner from multiple liquidity providers. Performing Swaps using the feature enabled in Onchain reduces the number of steps needed, and the amount of exposure to third party smart contracts, in order to obtain Crypto Assets that interest you. You acknowledge and agree that performing Swaps can entail certain risks, such as execution failures, slipages, technological risks, markets risks and operational risks and that Nvio is not responsible for: (i) your use of the Swap feature enabled in Onchain and shall have no liability whatsoever in connection with your use of said feature; (ii) ensuring that the Crypto Asset acquired is a Supported Asset and (iii) any damage or loss you may suffer for any risk materialization.

3.8. Token Information and Third-Party Data: The information provided by Nvio on the Onchain platform regarding tokens, including but not limited to prices, descriptions, and other related data, is sourced from Third Party Services. Nvio makes reasonable efforts to ensure the accuracy of the information displayed. However, Nvio does not warrant or guarantee the accuracy, completeness, or timeliness of this information. You acknowledge and agree that Nvio shall not be held responsible or liable for any inaccuracies, errors, or discrepancies in token information, pricing data, or any other information provided by third-party sources. Your reliance on such information is at your own risk. It is recommended that you independently verify any token information before making any decisions related to your Crypto Assets.

3.9. Supported Assets: The Crypto Assets currently supported by Onchain are listed in its applications (“Supported Assets”). Onchain is intended solely for proper use of Supported Assets. Under no circumstances should you attempt to use Onchain to hold, send, request, or receive any assets other than Supported Assets. Nvio assumes no responsibility in connection with any attempt to use Onchain with Crypto Assets that Nvio does not support. You acknowledge and agree that Nvio is not liable for any unsupported Crypto Asset that is sent to a wallet address associated with Onchain. Nvio may in its sole discretion terminate support for any particular Crypto Asset.

3.10. Accuracy of Information Provided by User: You represent and warrant that any information you provide via the Services is accurate and complete. You accept and acknowledge that Nvio is not responsible for any errors or omissions that you make in connection with any Crypto Asset transaction initiated via the Services. Nvio strongly encourages you to review your transaction details carefully before attempting to transfer a Crypto Asset.

3.11. Fees: Nvio may or may not charge fees for some or part of the Services made available to you. Nvio reserves the right to change those fees at its discretion. Nvio will disclose the amount of fees it will charge you for the applicable Service at the time that you access the Service. You may incur charges from Third Party Services. For example, you may be charged fees via the Dapps and/or DEXs that you may access via the Services. You are solely responsible for any fees or costs associated with accessing Third Party Services. Third party fees are not charged by Nvio and are not paid to Nvio.

3.12. Gasless Transactions: Nvio uses Third Party Services to fund transaction fees (“gas”) on your behalf. While Nvio strives for a gasless experience, the Third Party Services may have limitations, including fund availability and system failures. Nvio may recover costs associated with the Third Party Services. Nvio does not guarantee all transactions will be gasless and is not liable for delays or failures due to Third Party Services limitations.

3.13. Electronic signatures and delivery: By using the Services, you agree to be bound by the Agreement which represents a binding legal contract between the Parties. You hereby agree to the electronic delivery of notices, policies and records of transactions. Furthermore, you hereby waive any rights or requirements under any laws or regulations in any jurisdiction which require original (non-electronic) signature or delivery or retention of non-electronic records, to the extent permitted under applicable mandatory law.

3.14. Perpetual Futures (Perps): The Services may enable you to access and trade perpetual futures contracts (“Perps”) through Third Party Services, including third-party perpetual futures protocols. You acknowledge and agree that: (i) Perps trading involves significant risk and is suitable only for users with sufficient knowledge and experience; (ii) leverage amplifies both gains and losses, and losses may exceed your initial margin; (iii) positions may be liquidated without notice, including during periods of volatility, network congestion, oracle failure or market gaps; (iv) funding rates fluctuate and may move against you on a continuous basis; (v) Perps execute on third-party perpetual futures protocols that Nvio does not own, control or operate, including their oracles, margin engines and liquidation logic; (vi) quoted prices, available leverage and position sizes are estimates and may change before execution; and (vii) Nvio is not responsible for and shall have no liability whatsoever in connection with your use of Perps or any loss you may suffer from any risk materialization. You should not trade Perps with funds you cannot afford to lose entirely. Perps are not available to Restricted Persons or in Restricted Jurisdictions, as set out in Clause 3.15.

3.15. Restrictions on Perps — Restricted Jurisdictions and Restricted Persons: The Perps functionality is not offered to, and may not be accessed or used by, any Restricted Person or any person located in a Restricted Jurisdiction. Without limitation, Perps are prohibited for residents, citizens and persons located in the United States of America, including its territories and possessions. This restriction applies to the Perps functionality only; the remaining features of the Services are not restricted on this basis. By accessing or using the Perps functionality you represent and warrant that you are not a Restricted Person and are not located in a Restricted Jurisdiction. Using a VPN, proxy or any other means to disguise your location or otherwise circumvent these restrictions in order to access Perps is a material breach of these Terms. Nvio may block or restrict access to the Perps functionality by IP address, wallet address, device or any other identifier, at any time and in its sole discretion, with or without notice, and may suspend access to Perps and report relevant information to authorities to the extent required by Applicable Law where it detects or suspects circumvention.

3.16. Colosseum and Reward Programs: Nvio may make available Colosseum and other gamified or promotional reward programs, which may include badges, factions, leaderboards, trading sessions, loot boxes, quests, points, prize pools and other features. Additional terms specific to Colosseum or to any season, competition or reward program may be presented at the time of participation and form part of the Agreement. You acknowledge and agree that: (i) participation requires that you are at least 18 years of age and that you meet any additional eligibility criteria stated for the relevant program (employees and contractors of Nvio, Bitso and their affiliates may be excluded); (ii) any rewards, prize pools, payouts or benefits are discretionary and may be changed, suspended or cancelled by Nvio at any time before they are claimed, and earning calculations, eligibility rules and reward rates may be adjusted at any time, with reward payout dates being targets and not guarantees; (iii) wash trading, self-dealing, Sybil attacks, multi-accounting, operating multiple wallets, self-referrals or coordinated referral schemes, unauthorized bots or automated activity, and any other activity intended to manipulate reward calculations are prohibited and are grounds for disqualification, clawback or account suspension; (iv) you are solely responsible for any taxes arising from rewards, and Nvio does not withhold taxes and does not provide tax advice; and (v) Nvio may modify, suspend or end Colosseum or any other reward program at any time, with or without notice. Colosseum and any reward program do not constitute investment, financial or other advice, and any rewards are not consideration for, or an inducement to, trade.

4.1. Keys: By using the Services you acknowledge and agree that your keys for signing and recovery (the “Keys”) will be managed by a third party service provider, and that the custody and security of your Keys are your sole and exclusive responsibility, you free and clear Nvio and/or any third party of any responsibility for any damage and/or loss you may suffer due to the loss, theft or misplacement of your Keys, you will immediately notify Nvio whenever you know or believe that your Keys have been vulnerated. Nvio does not operate or has control over your Keys management process and you release Nvio of any damage or loss that you may suffer in relation to any error, deficiency, mistake, damage and/or loss that you might suffer from such a management process.

You agree and acknowledge that smart contract interactions may be subject to whitelisting and blacklisting, and Nvio reserves the right, but in no event shall be understood that it has the obligation, not to participate in transactions related to blacklisted DEXs and Dapps’ smart contracts.

4.2. Retention and Security of your Keys: You acknowledge and accept that you are solely responsible for the retention and security of (i) the information that was stored as part of the wallet creation process, and (ii) your Keys; and that failing to do so may cause that any Crypto Assets you have associated with such Crypto Wallet Address will become inaccessible. Neither Nvio nor any third party service provider stores your recovery phrase, you are the only responsible party for doing so. Accordingly, Nvio shall have no responsibility or liability whatsoever in the event you are unable to access OnChain or the loss of your assets in OnChain for any reason, including, without limitation, your failure to keep the information that was stored as part of the wallet creation process or your Keys secure, loss of any credential, interruptions in the access to the network, hacks, and/or any DEX transactional errors.

5.1. Your representations: By using the Services, you hereby agree, represent and warrant that:

1. you have read, understood and therefore accept these Terms;
2. you have the necessary authority and consent to accept these Terms, to enter into a binding agreement with Nvio and to perform the obligations set out herein;
3. you have sufficient understanding of the functionality, usage, storage, transmission mechanisms, risks and intricacies associated with cryptocurrencies, cryptocurrency storage facilities, Blockchains and Blockchain-based software systems;
4. if you are an individual, you are at least 18 years of age, you have sufficient legal capacity (in your jurisdiction) to accept these Terms and to enter into a binding Agreement with Nvio;
5. you shall not use the Services for any purpose that is illegal;
6. you shall not interfere with or attempt to interrupt the proper operation of the applications or the Services through the use of any virus, device, information collection or transmission mechanism, software or routine, or access or attempt to gain access to any data, files, or passwords related to the Services through hacking or any other means;
7. using the Services is not unlawful or prohibited under the laws of your jurisdiction or under the laws of any other jurisdiction to which you may be subject and your use of the Services shall be in full compliance with applicable laws (including, but not limited to, in compliance with any tax obligations to which you may be subject in any relevant jurisdiction);
8. unless you expressly request otherwise through the opt out boxes and communications that the Company has in, you agree to receive marketing content and news from Nvio;
9. by accepting these Terms you accept that you require to receive the Services from Nvio;
10. you will comply with any applicable tax obligations in your jurisdiction arising from your use of the Services;
11. you are responsible for any and all damages caused, and all liability actions brought against Nvio for any breach infringement of these Terms or of any third-party rights or violation of any applicable laws;
12. nothing in these Terms excludes or limits your liability for fraud, misconduct or potential losses caused by your negligence, breach of the Terms implied by operation of law or any other liability which may not be limited or excluded by law;
13. you acknowledge and agree that Nvio may, where applicable, make payments to third parties that help initiate, conclude or maintain a business relationship between Nvio (or Nvio‘s affiliates) and its clients. These payments may include rebates, commission, widened spreads, and profit sharing;
14. you are responsible for implementing all reasonable and appropriate measures for maintaining the confidentiality and security of your credentials to access the applications.

6.1. Nvio reserves the right to restrict or suspend your use of the Services if it has reason to believe or suspect that you are in breach of these Terms or other legal obligations (including fraudulent activity) without prior notice or liability. Nvio also reserves the right to change, suspend, or discontinue all or any part of the Services at any time without prior notice or liability.

6.2. If Nvio restricts or suspends your use of the Services, it will make reasonable efforts to notify you.

6.3. You understand and agree that you may not be able to use the Services if you have been restricted or suspended. In the event that the cause of the restriction or suspension is resolved by Nvio, it shall restore your access to the Services. Nvio shall not be liable to you for any consequential or indirect loss (such as loss of profits or opportunity) you may incur as a result of the restriction or suspension.

6.4. If you have been restricted or suspended you will be able to recover any such Crypto Assets held in Onchain, within the next 10 days from the notification sent to you via email.

6.5. Nvio further reserve the right in our sole discretion, to refuse or cancel any of Nvio’s Services and/or access to the applications for legitimate reasons, including, without limitation:

• 6.5.1. if Nvio has reason to believe that your activities or use of the Services may be illegal;
• 6.5.2. if Nvio may be harmed by any fiscal or pecuniary damage due to your activities on or through the Services; or
• 6.5.3 if Nvio considers that you have used the Services in a manner which contravenes any of these Terms at our sole discretion.

7.1. In this Clause 7, “Nvio IP Rights” means in relation to Nvio, subsidiaries, affiliates, key providers, the Services and all: (i) patents, inventions, designs, software, copyright and related rights, database rights, know-how and confidential information, trademarks and related goodwill, trade names (whether registered or unregistered), and the rights to apply for registration; (ii) all other rights of a similar nature or having an equivalent effect anywhere in the world which currently exist or are recognised in the future; and (iii) all applications, extensions and renewals in relation to any such rights.

7.2. Except as expressly set out in these Terms, you are not entitled, for any purpose, to any Nvio IP Rights. Nvio shall at all times retain ownership, including all rights, title and interests in and to the Nvio IP Rights and you understand and accept that by using the Services pursuant to these Terms you shall not:

1. acquire or otherwise be entitled to any Nvio, or Nvio Parties IP Rights;
2. make a claim in respect of any Nvio, or Nvio Parties IP Rights or any other equivalent rights; or
3. use attempt to use, copy, imitate, reverse engineer or modify (whether in whole or in part) any Nvio, or Nvio Parties IP Rights, except with Nvio’s prior written consent.

8.1. To the fullest extent permitted by applicable law, you will indemnify, defend and hold harmless Nvio and its respective past, present and future employees, officers, directors, contractors, consultants, equity holders, suppliers, vendors, service providers, parent companies, subsidiaries, affiliates, agents, representatives, predecessors, successors and assigns (“Nvio Parties”) from and against any and all claims, demands, actions, damages, losses, costs and expenses (including reasonable professional and legal fees) that arise from or relate to:

1. your use of the Services under these Terms;
2. the performance or non-performance of your responsibilities or obligations under these Terms;
3. your breach of any of the terms of service set out in these Terms; or
4. your breach of any rights of any other person or entity.

8.2. Nvio reserves the right to exercise sole control over the defence, at your sole cost and expense, of any claim subject to an indemnity set out in Clause 8.1.

8.3. The indemnity set out in this Clause 8 is in addition to, and not in lieu of, any other remedies that may be available to Nvio under applicable law.

To the fullest extent permitted by applicable law and except as otherwise specified in writing by Nvio:

1. the Services are available on an “as is” and “as available” basis, without any warranties or representations of any kind, and Nvio expressly disclaim all warranties and representations relating to the Services (whether express or implied), including, without limitation, any implied warranties of merchantability, fitness for a particular purpose, title and non-infringement;
2. Nvio does not represent or warrant that the Services are reliable, current or defect-free, meet your expectations, will operate continuously or that any defects will be corrected;
3. Nvio is not responsible for the accuracy of the information present on any of the Services and the use of the Services is at your own discretion and risk; and
4. Nvio is not responsible for any hard fork, chain split or any similar change in protocol that affects the usability and operations of a specific Crypto Asset. Nvio reserves the right to suspend, change, or modify at its own discretion, any operation, order, configuration, or support given to a specific Crypto Asset, its soft forks, hard forks and/or chain splits.

10.1. To the fullest extent permitted by Applicable Law, in no circumstances shall:

1. Nvio or any of the Nvio Parties (where applicable) be liable for any direct, indirect, special, incidental or consequential loss of any kind (including, but not limited to, loss of revenue, income, business or profits, loss of contract or depletion of goodwill, loss of anticipated savings, loss of use or data, or damages for business interruption or any like loss) arising out of or in any way related to:
   • the use of the Services or otherwise related to these Terms, regardless of the cause of action, whether based in contract, tort (including negligence), breach of statutory duty, restitution or any other legal or equitable basis (even if Nvio or any of the Nvio Parties have been advised of the possibility of such losses and regardless of whether such losses were foreseeable);
   • delays or disruptions to the Services;
   • viruses or other malicious software obtained by accessing the Services or applications;
   • the content, actions, or inactions of third parties;
   • a suspension or other action taken with respect to your use of the Services;
   • your need to modify practices, content, or behaviours, or your loss of or inability to do business, as a result of changes to these Terms;
   • Illegal actions and operations of third persons performed using counterfeited and/or illegal documents or illegally received data;
   • the loss, theft or vulneration of any Keys and/or access credentials;
   • delays, disruptions or inability to access third party services
2. the aggregate liability of Nvio and the Nvio Parties (jointly), whether in contract, tort (including negligence), breach of statutory duty, restitution or any other legal or equitable basis, arising out of or relating to these Terms or the use of or inability to use the Services and/or the materialization of any of the risks mentioned on these terms; exceed the total amount paid by you for the particular service that are the subject of the cause of action; and
3. the limitations and exclusions of liability set out in Clause 10.1 shall not limit or exclude liability for gross negligence, fraud or intentional, wilful or reckless misconduct of Nvio, nor shall it limit or exclude any losses for which, as a matter of Applicable Law, it would be unlawful to limit or exclude liability.

10.2. Nvio shall not bear any liability for any damage or interruptions caused by any computer viruses, spyware, or other malware that may affect your computer or other equipment, or any phishing, spoofing, or other attack. Nvio advises the regular use of a reliable anti-virus and malware screening and prevention software. If you question the authenticity of a communication purporting to be from Nvio, you shall not click on any link.

PLEASE READ THE FOLLOWING CLAUSE CAREFULLY BECAUSE IT CONTAINS CERTAIN PROVISIONS, SUCH AS A BINDING ARBITRATION CLAUSE AND CLASS ACTION WAIVER, WHICH AFFECT YOUR LEGAL RIGHTS. THIS CLAUSE REQUIRES YOU TO ARBITRATE CERTAIN DISPUTES AND CLAIMS WITH NVIO AND LIMITS THE MANNER IN WHICH YOU CAN SEEK RELIEF FROM US.

11.1. Binding Arbitration: Except for any disputes, claims, suits, actions, causes of action, demands or proceedings (collectively, “Disputes”) in which either Party seeks injunctive or other equitable relief for the alleged unlawful use of intellectual property, including, without limitation, copyrights, trademarks, trade names, logos, trade secrets or patents, you (i) waive yours, and Nvio waives it’s, respective rights to have any and all Disputes arising from or related to these Terms resolved in a court, and (ii) waive yours and Nvio waives it’s respective rights to a jury trial. Instead, you and Nvio will arbitrate Disputes through binding arbitration (which is the referral of a Dispute to one or more persons charged with reviewing the Dispute and making a final and binding determination to resolve it instead of having the Dispute decided by a judge or jury in court).

11.2. No Class Arbitrations, Class Actions or Representative Actions. Any Dispute arising out of or related to these Terms is personal to you and Nvio and will be resolved solely through individual arbitration and will not be brought as a class arbitration, class action or any other type of representative proceeding. There will be no class arbitration or arbitration in which an individual attempt to resolve a Dispute as a representative of another individual or group of individuals. Further, a Dispute cannot be brought as a class or other type of representative action, whether within or outside of arbitration, or on behalf of any other individual or group of individuals.

11.3. Arbitration Rules: Any dispute arising out of or in connection with these Terms, including any question regarding its existence, validity or termination, shall be referred to and finally resolved by arbitration under the rules of the International Chamber of Commerce (“ICC Rules”), which are available ICC Arbitration Rules and are deemed to be incorporated by reference in this Clause 11.3. By agreeing to be bound by these Terms, you either (i) acknowledge and agree that you have read and understand the ICC Rules, or (ii) waive your opportunity to read the ICC Rules and any claim that the ICC Rules are unfair or should not apply for any reason.

11.4. Notice; Informal Dispute Resolution. Each Party will notify the other Party in writing of any Dispute within 30 days of the date it arises, so that the Parties can attempt in good faith to resolve the Dispute informally. Your notice must include (i) your name, postal address, email address and telephone number, (ii) a description in reasonable detail of the nature or basis of the Dispute, and (iii) the specific relief that you are seeking. If you and Nvio cannot agree how to resolve the Dispute within thirty (30) days after the date the notice is received by the applicable Party, then either you or Nvio may, as appropriate and in accordance with this Clause 11, commence an arbitration proceeding or, to the extent specifically provided for in Clause 11, file a claim in court.

11.5. Process. The seat, or legal place of arbitration shall be San Salvador, El Salvador. The arbitration will be conducted confidentially by a single arbitrator appointed in accordance with the ICC Rules. The language to be used in the arbitration proceedings shall be Spanish. The governing law of these Terms shall be the substantive law of El Salvador and the courts of San Salvador, El Salvador will have exclusive jurisdiction over any appeals and the enforcement of an arbitration decision.

11.6. Authority of Arbitrator. These Terms, the applicable ICC Rules and the arbitrator will have (i) the exclusive authority and jurisdiction to make all procedural and substantive decisions regarding a Dispute, including the determination of whether a Dispute may be subject to arbitration, and (ii) the authority to grant any remedy that would otherwise be available in court, provided, however, that the arbitrator does not have the authority to conduct a class arbitration or a representative or class action, which is prohibited by these Terms. The arbitrator may only conduct an individual arbitration and may not consolidate more than one individual’s claims, preside over any type of class or representative proceeding or preside over any proceeding involving more than one individual.

11.7. Severability of Dispute Resolution and Arbitration Provisions. If any term, clause or provision of this Clause 11 is held invalid or unenforceable, it will be so held to the minimum extent applicable and required by law, and all other terms, clauses and provisions of this Clause 11 will remain valid and enforceable. Further, the waivers set forth in Clause 11.1 above are severable from the other provisions of these Terms and will remain valid and enforceable, except as prohibited by applicable law.

12.1. Neither Nvio nor any of the Nvio Parties shall be liable or responsible to you, or be deemed to have breached these Terms, for any failure or delay in fulfilling or performing its obligations under these Terms, if and to the extent such failure or delay is caused by, results from or is otherwise connected to acts beyond its reasonable control, including, without limitation: (a) acts of God; (b) flood, fire, earthquake or explosion; (c) war, invasion, hostilities (whether war is declared or not), terrorist, hacking or cyber threats, attacks or acts, or other civil unrest; (d) any laws, statutes, ordinances, rules, regulations, judgments, injunctions, orders and decrees; or (e) action by any nation or government, state or other political subdivision thereof, any entity exercising legislative, regulatory, judicial or administrative functions of or pertaining to government, including, without limitation, any government authority, agency, department, board, commission or council.

13.1. Nvio may amend these Terms from time to time, including where there are changes to the functionality of the Services or as may be otherwise required by any laws or regulatory requirements to which Nvio is subject. The changes will become effective and shall be deemed accepted by you from the date of its publication and shall apply on a going-forward basis with respect to any activity initiated after publishing. In the event that you do not agree with any such modifications, your sole and exclusive remedy is to stop using the Services.

13.2. If any term, clause or provision of these Terms is found to be illegal, void or unenforceable (in whole or in part), then such term, clause or provision shall be severable from these Terms without affecting the validity or enforceability of any remaining part of that term, clause or provision, which shall remain in full force and effect.

13.3. These Terms and the Agreement constitute the entire agreement between the Parties in relation to its subject matter. These Terms replace and extinguish any and all prior agreements, draft agreements, arrangements, warranties, statements, assurances, representations and undertakings of any nature made by, or on behalf of the Parties, whether oral or written, public or private, in relation to that subject matter.

13.4. In the event that Nvio is acquired by or merged with a third-party entity, it reserves the right, in any of these circumstances, to transfer or assign, either the information it has collected from you, this agreement, and our relationship with you as part of such merger, acquisition, sale or any other.

13.5. You may not transfer or assign or sell any rights or obligations you have under these Terms or the Agreement. Nvio reserves the right to transfer or assign its rights licenses, interests and / or obligations at any time, including as part of a merger, acquisition or other corporate reorganisation involving Nvio.

13.6 Under no circumstances shall Nvio be liable for any alleged damages arising from service interruptions, delays in processing transactions, or lack of timely response from Nvio customer support.

13.7. You acknowledge that by accepting these Terms, you have not relied on any oral or written statements, warranties, assurances, representations or undertakings which were or may have been made by or on behalf of Nvio in relation to the subject matter of these Terms at any time before your acceptance of them (“Pre-Contractual Statements”), other than those set out in these Terms. You hereby waive any and all rights and remedies which might otherwise be available in relation to such Pre-Contractual Statements.

13.8. Nothing in these Terms shall be deemed to create any form of partnership, joint venture or any other similar relationship between you and Nvio and/or other individuals or entities involved with the development and deployment of the Services.

You can communicate for any reason, whether a complaint or not, with Nvio by live chat or by creating a support ticket or in any of Nvio’s official social media. Please note that Nvio communications may be recorded so as to safeguard and protect your interests and to ensure the quality of its services. Nvio may, but is not obligated to, retain any communication with you.

This disclosure, together with our Terms of Service, Privacy Policy and any other documents referred to in those documents, is given by Nvio Pagos El Salvador, S.A. de C.V., and sets out the risks associated with the use of the Services.

All terms in capital letters that are not defined in this Risk Disclosure, are defined in the Terms.

THE RISKS DESCRIBED BELOW ARE NOT NOR ARE THEY INTENDED TO BE A COMPREHENSIVE OR EXHAUSTIVE LIST OF RISK FACTORS. YOU REMAIN RESPONSIBLE FOR TAKING CARE TO UNDERSTAND THE TECHNOLOGICAL, ECONOMIC AND LEGAL NATURE OF CRYPTO ASSETS, AND FOR CAREFULLY MANAGING YOUR EXPOSURE IN ACCORDANCE WITH THAT UNDERSTANDING AND YOUR RISK APPETITE FOR INNOVATIVE, VOLATILE AND SPECULATIVE NEW TECHNOLOGIES AND CRYPTO ASSETS.

By using the Services you expressly acknowledge, accept and assume the following risks and agree that Nvio shall not be responsible for or otherwise liable for any direct or indirect loss or damage of any kind whatsoever arising directly or indirectly from the occurrence in full or in part of any of the following risk events:

1) You acknowledge and accept the potential risks associated with the security of your Crypto Assets. You own and control Crypto Assets stored in Onchain. As the owner of Crypto Assets in Onchain, you shall bear all risk of loss of such Crypto Assets. Nvio shall have no liability for Crypto Asset fluctuations or loss associated with your use of Onchain.

2) You acknowledge and accept that Nvio provides access to Third Party Services only as a convenience, but do not have control over their content, do not warrant or endorse, and is not responsible for the availability or legitimacy of, the content, products, assets, or services on or accessible from those Third Party Services (including any related websites, resources or links displayed therein). Third-party Services, such as Dapps and DEXs, may provide access to assets which have high risks of illiquidity, devaluation, lockup, or loss.

Certain Third Party Services utilize cutting-edge technologies, such as DeFi protocols, smart contracts, and automated trading algorithms. While these technologies offer exciting opportunities, they also carry unique risks related to coding vulnerabilities, smart contract exploits, and security breaches.

3) You acknowledge and accept that: (i) Nvio does not have the ability to cancel or otherwise modify your transaction unilaterally, once it has been published; (ii) the transaction details you submit may not be completed, or may be substantially delayed, by the applicable Blockchain networks; (iii) Nvio does not store, send, or receive Crypto Assets; and (iv) any transfer that occurs in relation to any Crypto Asset occurs on the relevant Blockchain network and not on a network owned by Nvio and therefore Nvio does not guarantee the transfer of title or right in any Crypto Asset.

4) You acknowledge and accept that Nvio is not responsible for: (i) your use of the Staking Service and shall have no liability whatsoever in connection with your use of the Staking Service; (ii) ensuring that the staking will occur on a continuous basis; and (iii) ensuring any particular Crypto Asset will be staked or will continue to be staked.

5) You acknowledge and accept that Nvio assumes no responsibility in connection with any attempt to use Onchain with Crypto Assets that Nvio does not support. You acknowledge and accept that Nvio is not liable for any unsupported Crypto Asset that is sent to a wallet address associated with Onchain.

6) You acknowledge and accept that you are solely responsible for the retention and security of the information that was stored as part of the wallet creation process, and that failing to do so may cause that any Crypto Assets you have associated with such Crypto Wallet Address will become inaccessible. Accordingly, Nvio shall have no responsibility or liability whatsoever in the event you are unable to access Onchain for any reason including without limitation your failure to keep the information that was stored as part of the wallet creation process secure.

7) The Services rely on Blockchains or distributed ledgers, and as such, any malfunction, breakdown or abandonment of any Blockchain may have a material adverse effect on the Services. Moreover, advances in cryptography, or technology could present risks to the Services, potentially compromising the effectiveness of the cryptographic consensus or other technological components that form the foundation of Blockchains.

It is essential to understand that such software weaknesses can lead to unintended consequences, including vulnerabilities, data breaches, or disruptions in the Services’ operations. The potential impact of these weaknesses on the Services should be carefully considered, and measures to mitigate or address such risks should be evaluated and implemented proactively to safeguard the integrity and security of the Services.

8) Blockchain technology allows new forms of interaction and it is possible that certain jurisdictions will apply existing regulations on, or introduce new regulations addressing, blockchain technology-based applications, and which may, inter alia, result in substantial modifications to the Services, including its termination.

The impact of evolving regulations on the Services must be carefully assessed to ensure compliance and to anticipate potential changes that may affect user experience or service continuity. Nvio will closely monitor regulatory developments and implement measures to adapt to the evolving regulatory landscape while maintaining the highest standards of legal and regulatory compliance.

9) Various factors, such as the Services’ negative adoption, failure of commercial relationships, or challenges related to intellectual property ownership, could lead to the possibility of the Company or the network becoming non-viable to operate. In such unfortunate circumstances, we may face the necessity to dissolve the Company, which could have significant implications for the Services and its users.

It is essential to recognize that if Nvio dissolves, that could have significant implications for the Services. Therefore, we are committed to transparent communication in the event of such circumstances and will endeavor to provide timely updates to our users regarding the status of the Company and any potential impact to the Services.

10) The rapidly evolving landscape of Crypto Assets and Blockchain technology introduces inherent uncertainties and unanticipated risks. While we strive to identify and communicate potential risks, it is essential to acknowledge that this innovative technology may be subject to unforeseen variations or combinations of risks that are beyond our current foresight.

As a prudent user, it is essential to remain vigilant and exercise caution in your cryptocurrency dealings, continuously reassessing and adapting your risk management strategies to mitigate potential unknown risks that may emerge over time.

11) To ensure the best user experience, we rigorously test our products before deployment. However, despite meticulous testing efforts, unforeseen issues or bugs may emerge during actual usage. In such cases, we will work promptly to identify and rectify any problems to maintain the product’s integrity and reliability.

12) Perpetual Futures (Perps) Risk: You acknowledge and accept that trading Perps carries severe risk and is suitable only for users who fully understand and can bear that risk. Perps are complex, leveraged derivative instruments and do not represent ownership of the underlying Crypto Asset. Without limitation:

1. Leverage and total loss: Leverage amplifies both gains and losses. Adverse price movements can result in the rapid and total loss of your margin, and in certain circumstances losses may exceed the amount you initially deposited, leaving a negative balance for which you may be responsible.
2. Liquidation: Your position may be liquidated automatically and without prior notice if your margin falls below the required maintenance level. Liquidation can occur during periods of volatility, network congestion, oracle failure, market gaps or low liquidity, and may be executed at prices materially worse than the last quoted price. You may lose your entire position in a liquidation.
3. Funding rates: Perps use periodic funding payments exchanged between long and short positions. Funding rates fluctuate, can be substantial, and may move against you on a continuous basis, eroding your position even where the underlying price is unchanged.
4. Mark price, index and oracle risk: Liquidations and valuations are typically based on a mark or index price derived from third-party oracles or price feeds rather than the last trade price. Oracle inaccuracy, manipulation, delay or failure can trigger unexpected liquidations or mispricing.
5. Auto-deleveraging and socialized losses: In extreme conditions, third-party perpetual futures protocols may reduce, close or auto-deleverage profitable positions, or socialize losses across users, in order to remain solvent. Your position may be affected regardless of its profitability.
6. Third-party protocol risk: Perps execute on third-party perpetual futures protocols that Nvio does not own, control or operate, including their order books, matching, oracles, margin engines, insurance funds and liquidation logic. Nvio does not guarantee their performance, solvency, security or availability and is not responsible for any loss arising from them.
7. Execution and estimate risk: Quoted prices, available leverage, fees, funding and position sizes shown in the Services are estimates and may change before or at execution. Orders may fail, be delayed, or be partially filled, and may still incur fees.
8. No regulatory protection: Perps trading may be unregulated or subject to limited regulation in the relevant jurisdiction. You may not benefit from investor-protection, deposit-insurance or compensation schemes that apply to regulated financial products.

You should not trade Perps with funds you cannot afford to lose entirely. Nvio is not responsible for and shall have no liability whatsoever in connection with your use of Perps or any loss you may suffer from any risk materialization. Perps are not available to Restricted Persons or in Restricted Jurisdictions, including the United States of America.

13) Colosseum and Reward Program Risk: You acknowledge and accept that any rewards, prize pools, payouts or benefits offered through Colosseum or any other reward program are discretionary and may be changed, suspended, cancelled or clawed back by Nvio at any time; that eligibility rules, earning calculations and reward rates may be adjusted at any time; that reward payout dates are targets and not guarantees; and that wash trading, Sybil attacks, multi-accounting, self-referrals, unauthorized bots or any other activity intended to manipulate reward calculations may result in disqualification, clawback or account suspension. You are solely responsible for any taxes arising from rewards, and Nvio does not provide tax advice.