This website uses cookies

Venga uses both own and third-party cookies that help us to improve the quality of our service by allowing us to compare, remember, control, and understand how our users navigate through the Web, offering tailor-made access according to the user's last activity.

TERMS AND
CONDITIONS FOR
EARN SERVICES

Version 1.0 - December 20, 2024

    These terms and conditions for the Earn services (these "Service Terms") govern the relationship between Saptain Europe, S.L. ("Venga") and the user of our Earn services (the "User"). By using our Earn services, the User agrees to be bound by these Service Terms and our general Terms and Conditions (the "T&Cs"), which are incorporated herein by reference. If there is any conflict between these Service Terms and the T&Cs, these Service Terms will prevail to the extent of such conflict.

1. Risk and disclaimers

  1. The user acknowledges and agrees that lending crypto assets is a high risky activity.
  2. The user acknowledges and agrees that he/she has sufficient knowledge, experience and understanding of the nature, functionality and operation of the service and that he/she has conducted his/her own due diligence, research, analysis and assessment of the risks, benefits and suitability of the service before using the service.
  3. Lending crypto-assets and the use of the service involve several different risks outside of Venga’s control.
  4. The services agreed hereunder involves the following risks which the user herewith acknowledges and accepts:
    1. Lent crypto-assets, when lent to Venga, will not be subject to rules and projections applicable to the custody of crypto-assets as provided in applicable laws.
    2. The risk of loss in lending crypto-assets may be substantial and losses may occur over a short period of time.
    3. Venga may not be able to repay the lent crypto-assets to the user or pay the rewards to the user in a timely or complete manner, or at all, due to market conditions, technical issues, regulatory constraints, force majeure events or other reasons beyond Venga’s control.
    4. The value of the lent crypto-assets and rewards may fluctuate significantly due to market volatility, supply and demand, regulatory actions, technical issues, or other factors beyond Venga’s control.
    5. The user and/or Venga may fully or partially lose the lent crypto-assets and/or rewards due to various reasons, including but not limited to malfunctions, or errors in the technological systems and operational procedures involved in the provision of the service agreed hereunder.
    6. Critical errors, technological faults, or unexpected functions in the technological systems and operational procedures involved in the provision of the service can lead to interruptions and errors, causing the user to not generate rewards and/or fully or partially lose lent crypto-assets and/or rewards.
    7. Cyber-attacks can cause interruptions and errors, potentially resulting in the loss of lent crypto-asset and/or rewards. Venga cannot guarantee the security of the lent crypto-asset and or rewards against such attacks.

2. Definitions

    The following terms shall have the meanings assigned to them below. Other terms may be defined elsewhere in these Service Terms or the general T&Cs.

    1. "Crypto-assets" means any digital representation of a value or of a right that is able to be transferred and stored electronically using distributed ledger technology or similar technology.
    2. "Digital Wallet" means the software or hardware device that allows the User to store, send and receive Crypto-assets.
    3. “Lent Crypto-assets” means the Crypto-assets lent by the User under these Service Terms and the relevant Specific Terms.
    4. "Platform" means the website or app operated by Venga that allows the User to access and use the Services.
    5. “Repayment Date” means the date on which Venga must return the Lent Crypto-assets to the User’s Digital Wallet, unless terminated earlier in accordance with these Service Terms, in accordance with the relevant Specific Terms.
    6. "Rewards" means the consideration paid by Venga to the User in return of borrowing the Lent Crypto-assets, in the form of Crypto-assets or other benefits, as provided in the relevant Specific Terms.
    7. “Specific Terms” means each statement issued by Venga and accepted by the User with the specific terms applied to each loan arrangement entered into under these Service Terms, which will constitute a binding and enforceable agreement between Venga and the User together with these Service Terms and the general T&Cs. The Specific Terms will include the details of the Lent Crypto-assets, the Rewards, and any other terms and conditions that Venga may specify, substantially in the form provided at the time of allocating the crypto-assets to the service within the Platform. The Specific Terms will incorporate these Service Terms and the general T&Cs by reference.

3. The Service

  1. The User may lend Crypto-assets to Venga and receive Rewards in return under these Service Terms.
  2. Venga shall repay to the User, on or before the relevant Repayment Date, an amount of each type of Lent Crypto-assets equal to the amount of such Crypto-assets that Venga received from the User under these Service Terms and the relevant Specific Terms, plus any Rewards in accordance with these Service Terms and the relevant Specific Terms.
  3. The User acknowledges and agrees that Venga may, at its sole discretion and without prior notice or consent from the User, use, transfer, lend, pledge, rehypothecate, sell, exchange, swap, trade, or otherwise dispose of the Lent Crypto-assets for any purpose that Venga deems appropriate, including but not limited to providing liquidity, hedging, arbitrage, margin, collateral, or leverage to Venga, its users, or any third party. Venga may also commingle the Lent Crypto-assets with other assets that Venga holds or controls, subject to the requirements provided in applicable laws.
  4. To lend Crypto-assets to Venga, the User must transfer the relevant Lent Crypto-assets from the User’s Digital Wallet to Venga by following the instructions and procedures provided through the Platform. Venga will then confirm the receipt and amount of the Lent Crypto-assets through the Platform.
  5. Before lending Crypto-assets, the User must accept the relevant Specific Terms applicable to each loan transaction of the relevant Lent Crypto-assets.
  6. The User will be solely responsible for ensuring the accuracy and validity of the information and details provided to Venga in connection with the transfer of the Lent Crypto-assets.

4. Rewards

  1. Venga will pay the User Rewards for lending the Crypto-assets to Venga.
  2. Venga will provide the User with clear and detailed information about the Rewards that the User will be entitled to receive for lending the Lent Crypto-assets to Venga, such as the type, amount, frequency, and method of payment of the Rewards, and any other relevant information.
  3. The User must review and accept the details of the Rewards before the relevant lending transaction is perfected and completed.
  4. The Specific Terms will provide information about the Rewards in the relevant Specific Terms.
  5. The Rewards may vary depending on the type, amount, and duration of the Lent Crypto-assets, the market conditions, and other factors that Venga may determine.
  6. The user acknowledges and agrees that Venga is not required to pay any interest, dividends, fees, airdrops, forks, splits, distributions, benefits or other proceeds or entitlements that may accrue or be attributable to the lent crypto-assets during the term of the loan transaction, unless otherwise specified in the platform or the specific terms, or as otherwise agreed between Venga and the user. The rewards will not be interest, dividends, or any other form of guaranteed or fixed income. The rewards are subject to market fluctuations, supply and demand, and other risks inherent in crypto-assets markets.
  7. Venga does not make any representations or warranties regarding the value, liquidity, or legality of the Rewards.
  8. The Rewards will be credited to the User’s Digital Wallet on Venga with the frequency provided in the Specific Terms.
  9. The User will solely be responsible for determining the tax implications, if any, of receiving Rewards.

5. Repayment

  1. The User acknowledges and agrees that Venga is not obliged to return the same Lent Crypto-assets transferred to Venga under these Service Terms and the relevant Specific Terms, but only an equivalent amount and type of the Lent Crypto-assets, based on the prevailing market price and conditions at the time of repayment thereof, on the Repayment Date. The User will not be entitled to any ownership, title, or claim over the Lent Crypto-assets that the User lends to Venga, except for the right to receive such equivalent amount and type of the Lent Crypto-assets.
  2. Venga, at its sole discretion and without prior notice or consent from the User, can return the Lent Crypto-assets to the User, or an equivalent amount and type of the relevant Lent Crypto-assets, at any time before the Repayment Date, in full or in part.
  3. The User, at his/her sole discretion and subject to Venga’s prior approval, may request Venga to repay the Lent Crypto-assets to the User, or an equivalent amount and type of the relevant Lent Crypto-assets, at any time before the Repayment Date, in full or in part, unless the assets are locked for a specific period. If the assets are locked, the User will not be able to unlock or access the assets until the specified period has expired. The User may also request Venga to pay you the relevant share of Rewards that the User is entitled to receive, as specified in the Specific Terms, and that have been accrued up to such date. Venga may, at its sole discretion and without any obligation or liability to the User, accept or reject the User’s request, or impose any conditions on the User’s request.
  4. To repay the Lent Crypto-assets to the User, or an equivalent amount and type of the relevant Lent Crypto-assets, Venga we will transfer them to the User’s Digital Wallet.

6. User obligations

  1. To use the Service, the User must have a valid and verified account with Venga (the "Account").
  2. The User must ensure that he/she has sufficient balance of Crypto-assets in his/her Digital Wallet to cover any fees, costs or taxes that may apply in relation to the service agreed hereunder.
  3. The User acknowledges and agrees that he/she will bear all the fees, costs, taxes, risks and liabilities associated with the Service and the lending of the Lent Crypto-assets and reception of Rewards, if any, unless otherwise provided in the applicable laws.
  4. The User acknowledges and agrees that he/she will not use the Services for any illegal, fraudulent, malicious or unethical purpose, or in violation of any applicable laws or regulations in his/her jurisdiction of residence or operation, or in breach of these Service Terms or the general T&Cs.

7. Venga obligations

  1. Venga will provide the Service to the User in accordance with these Service Terms and the general T&Cs, and to comply with all applicable laws, regulations, and rules in its jurisdiction of residence or operation.
  2. Venga will protect the security and confidentiality of the User' information and data, in accordance with the general T&Cs and the Venga’s Privacy Policy.
  3. Venga will notify the User of any material changes, updates, issues or events that may affect the Service or the Lent Crypto-assets, and that may require the User's attention or action.

8. Liability

  1. Venga shall not be liable to the User for any direct or indirect damages, losses, costs, or expenses arising from or in connection with the service agreed hereunder, except in cases of gross negligence, willful misconduct, or fraud by Venga.
  2. Venga shall not be liable for any failure or delay in performing its obligations under these Service Terms due to any force majeure event, technical malfunction, regulatory action, or any other cause beyond its reasonable control.
  3. Venga shall not be responsible for any loss, damage, theft, hack, fork, reorganization, seizure, freeze, confiscation or other adverse event that may affect the Lent Crypto-assets, the Rewards or the underlying blockchain networks or protocols.
  4. Without limitation, Venga shall not be responsible or liable for:
    1. any loss of Crypto-assets or Rewards due to interruption, failure, malfunction, hacking, fraud, virus, corruption, or any other cause or event beyond Venga's control; and
    2. any loss of Crypto-assets or Rewards due to a change, update, fork, suspension, failure, interruption in the blockchain.
  5. The User shall indemnify and hold harmless Venga and its affiliates, directors, officers, employees, and agents from and against any claims, liabilities, actions, or demands arising from or in connection with the User's breach of these Service Terms, violation of any applicable laws or regulations, infringement of any third party rights, or misuse of the service agreed hereunder.
  6. Venga does not guarantee or warrant that the service agreed hereunder will be available, uninterrupted, error-free, secure or profitable at any time or in any jurisdiction.
  7. Venga does not guarantee or warrant that the User will receive any Rewards or that the Rewards will be sufficient to cover the fees, costs, taxes or risks associated with the service agreed hereunder.
  8. Venga does not provide any investment, financial, legal, tax or other advice or recommendation in relation to this service or any Crypto-asset. The User is solely responsible for conducting their own due diligence, research, analysis and assessment of the risks, benefits and suitability of this service.

9. Amendments

  1. Venga may modify these Service Terms at its sole discretion by giving the User a written notice of the changes.
  2. If the User does not agree with the amendments, the User may terminate these Service Terms without penalty by giving Venga a written notice of termination through the Platform before the date of the amendment. The termination will take effect on the date of the amendment, and the User will not be liable for any fees or charges incurred after that date. Any loan transactions that are outstanding at the time of the amendment shall remain subject to the terms and conditions that applied to them before the amendment.
  3. If the User does not give Venga a notice of termination before the date of the amendment, the User will be deemed to have accepted the amendment, and these Service Terms will continue in accordance with the new or amended terms and conditions.

10. Duration and Termination

  1. The Service Terms will remain in force for an unlimited period, subject to the term agreed for each loan transaction as provided in the Specific Terms.
  2. Each party hereto may terminate these Service Terms, but will provide a one-month prior notice to the other party, except in cases of urgent technical, operational, regulatory, legal, or security reasons. If the assets are locked for a specific period, the user will not be able to unlock or access the assets until the specified period has expired. Termination may occur for reasons including but not limited to:
    1. technical, operational, regulatory, legal, or security reasons; and
    2. breach or violation of these Service Terms, the general T&Cs or any applicable laws, regulations, or rules by the other party;
  3. Venga may also terminate these Service Terms in the following cases:
    1. fraudulent, illegal, malicious or unethical behavior by the User;
    2. bankruptcy, insolvency, liquidation, dissolution or similar proceedings affecting the User;
    3. request, order, decision, directive or requirement of any authority or regulator.
  4. Upon termination of these Service Terms, Venga will repay the Lent Crypto-assets to the User, or an equivalent amount and type of the relevant Lent Crypto-assets, and pay the User the Rewards that the User is entitled to receive, in accordance with these Service Terms and the Specific Terms.
  5. The termination of these Service Terms will not affect any rights or obligations that have accrued prior to the termination, or any provisions that are intended to survive the termination, such as, without limitation, those relating to liability, indemnity, governing law and jurisdiction.

11. Miscellaneous

  1. If any provision of these Service Terms is held to be invalid, illegal, unenforceable or in conflict with any applicable law, regulation or rule, such provision shall be modified or severed to the minimum extent necessary to make it valid, legal, enforceable and consistent with the original intent of the parties, and the remaining provisions shall remain in full force and effect.
  2. No failure or delay by Venga in exercising any right, power or remedy under these Service Terms shall operate as a waiver thereof, nor shall any single or partial exercise of the same preclude any further exercise thereof or the exercise of any other right, power or remedy.
  3. Venga may assign, transfer, delegate or subcontract any of its rights, obligations or duties under these Service Terms to any third party, without the User' consent. The User may not assign, transfer, delegate or subcontract any of their rights, obligations or duties under these Service Terms to any third party, without Venga's prior written consent.

12. Complaints and dispute resolution

  1. If the User has any complaints, Venga urges the User to first contact Venga so that it can properly and timely address his/her complaint. Venga will aim to address User’s concerns through the Venga’s customer service without resorting to formal legal procedures whenever possible. If the User has any dispute with Venga, the User can contact Venga’s customer service at [email protected], which is available online at any time and will properly assist them and provide the User with a complaint number. Venga will make our best efforts to resolve the dispute as soon as possible. In this regard, Venga and the User mutually agree to negotiate in good faith to resolve the dispute (these discussions will be confidential and subject to the privacy and evidentiary rules applicable to amicable dispute resolution in a judicial proceeding).
  2. If the dispute cannot be satisfactorily resolved and the User wishes to file a claim against Venga, the User must set forth the grounds for such claim in writing in a "Claim Notification" as a prerequisite notice to Venga. The claim notification must (1) describe the nature and basis of the claim or dispute, (2) indicate the specific relief requested, (3) provide the original complaint number, and (4) include the User's credentials. The claim notification may be sent to the email address [email protected].

13. Governing Law and Jurisdiction

  1. Any dispute or claim arising from or relating to these Service Terms shall be governed by the common laws of the Kingdom of Spain, excluding its conflict of law provisions. Both parties hereby agree to submit to the exclusive jurisdiction of the courts of Madrid, Spain, to resolve any such dispute or claim.
  2. If the User is a consumer, at its discretion, it may file any claims arising under these Service Terms in the competent court in the Kingdom of Spain or in the competent court of the User's habitual residence country if that country is a Member State of the EU, whose courts shall (to the exclusion of any other court) have jurisdiction to settle any such disputes.
  3. Additionally, the User may also submit a complaint to the European Union's Online Dispute Resolution platform (ODR) via its website at https://ec.europa.eu/consumers/odr. Venga is not obligated to participate in online dispute resolution, and Venga is not subject to any of those dispute resolution mechanisms.