Terms of service

These terms and conditions (the “Terms and Conditions of Use” or the “Agreement”) relating the access to and use of Venga Application and Platform (the “Application”, the “Platform” or, collectively, “Venga”) is entered into between you as a user of Venga (“you”, “your” or “User”) and Saptain Europe SL, with registered office at Calle Les Garrigues, Ptl 81, 46001, Valencia, and tax identification number B56395585 (hereinafter, “Saptain” or “we/us”).
These Terms and Conditions of Use apply to any and all persons who access and use the products and services offered at Venga (jointly, the “Venga Services”), whether buyer and/or seller of cryptocurrencies, individuals using Venga’s digital asset custody services and to Users who access Venga without specifically performing trading operations. Users acknowledge and agree that we are solely responsible for the provision of the Venga Services in accordance with the Terms and Conditions of Use laid down herein.
In the event that you are visiting or using the website (https://www.venga.com) or any other services provided by us, it will be deemed that you have read and agreed to all the terms and conditions specified in this Terms and Conditions of Use to which you are subject, as well as the amendments and updates which we may make to this Terms and Conditions of Use from time to time and as specified below.
These Terms and Conditions of Use also include the Know-Your-Customer and Anti-Money Laundering Policy, as well as all the rules that we have issued or may issue in the future with regard to the use of Venga. You should read this document carefully before using Venga and the Venga Services. If you have any questions about these Terms and Conditions of Use, you can send your queries to [email protected]. Our team will respond to you as soon as possible.
We are constantly improving our services, and, thus, periodically, we will need to revise or amend the Terms and Conditions of Use to reflect those improvements. Accordingly, we reserve the right at our sole and absolute discretion to amend the Terms and Conditions of Use at any time for any reason without liability. It is your sole responsibility to review these Terms and Conditions of Use from time to time to view any such changes and continuing to access or use Venga will constitute your acceptance of any revised or amended Terms and Conditions of Use. If you do not agree to any of the eventual revisions or amendments being made, you should stop using Venga. In the event that significant changes are implemented, however, we will duly notify you offering the option to review the changes and amendments and, if necessary, accept them before they come into effect. In the event of any conflict or inconsistency between these Terms and Conditions of Use and any third-party terms, these Terms and Conditions of Use shall take precedence and govern the relationship between us and the User.

1. Venga Services and Rules of Service

1.1. Through the Venga Services, we provide users with a trading platform to exchange, buy, and sell Digital Assets (as defined below), integrated custody solution allowing users to store their Digital Assets and other Digital Asset-related services. Therefore, through these Venga Services, Users can search and browse for real-time market and trade information on digital asset products on Venga, submit trade orders, complete digital assets trading, participate in activities organized by Venga, and use other informational and technical services.

1.2. For the purposes hereof:

  1. 1.2.1. “Exchange” shall mean an exchange of the Digital Asset of one type to the Digital Asset of another type at the terms and conditions set forth by exchanging parties, which is executed via the corresponding third-party service in the respective blockchain network; and
  2. 1.2.2. “Digital Assets” herein shall be deemed as a type of assets that can only and exclusively be transmitted by means of blockchain technology, including but not limited to digital coins, digital tokens, and any other type of digital mediums of exchange, such as Bitcoin, Ethereum, Ripple, etc., to the full and absolute exemption of the securities of any kind.

1.3. While using the Venga Services provided on Venga, Users shall abide by the following rules (the “Rules of Service”):

  1. 1.3.1. All actions carried out when using the Venga Services shall comply with your national laws, regulations, and other normative documents and regulations, and you shall not violate the public interests or public morality, shall not damage the legitimate rights and interests of others, shall not evade paying taxes, and shall not violate this Terms and Conditions of Use and the relevant rules. If you have violated the aforementioned commitments and suffer any legal consequences, you shall bear all legal liability in your own name and ensure that we are free of any damages or losses.
  2. 1.3.2. In the process of trading, you shall abide by the principle of good faith and shall not take unfair competition or disrupt the normal order of online trades, including but not limited to pump and dump schemes, wash trading, self-trading, front running, quote stuffing, and spoofing or layering.
  3. 1.3.3. You shall not make any commercial use of any data accessed on or through Venga, including but not limited to the use of data displayed on the Venga Application and Platform in any way, without our prior written and express consent.
  4. 1.3.4. You shall not use any deep linking, web crawlers, bots, spiders, or other automatic devices, programs, scripts, algorithms or methods, or any similar or equivalent manual or automatic processes to access, obtain, copy, or monitor any part of the properties, or replicate or bypass the navigational structure or presentation of the Venga Services in any way, in order to obtain or attempt to obtain any materials, documents or information in any manner not purposely provided through Venga.
  5. 1.3.5. You shall not attempt to access any part or function of the properties without authorization or connect to Venga or any Venga servers or any other systems or networks constituting Venga by hacking, password mining or any other unlawful or prohibited means.
  6. 1.3.6. You shall not probe, scan, or test the vulnerabilities of Venga or any network connected to the properties or violate any security or authentication measures on Venga or any network connected to Venga.
  7. 1.3.7. You shall not reverse look-up, track, or seek to track any information of any other users or visitors of Venga.
  8. 1.3.8. You shall not take any actions that imposes an unreasonable or disproportionately large load on the infrastructure of systems or networks of Venga, or the infrastructure of any systems or networks connected thereto.
  9. 1.3.9. You shall not use any devices, software, or routine programs to interfere with the normal operation of Venga or any transactions on Venga or any other person’s use of the Venga Services.
  10. 1.3.10. You shall not use VPNs or any other method intended to circumvent geolocation restrictions, both for the account registration process or the access of your Venga Account (as defined in section (2) below). Any attempt to employ such techniques will result in immediate action, including but not limited to the suspension, cancellation, or termination of your Venga Account.
  11. 1.3.11. You shall not forge headers, impersonate, or otherwise manipulate identification to disguise your identity or the origin of any messages or transmissions you send to Venga.
  12. 1.3.12. You shall not use the Venga Services in an illegal way or in a manner that, according to our discretion, violates fairness and/or community value.

2. Account Registration

2.1. To be able to use all possibilities and functionalities of our Venga Services, you shall first go through the registration process and create a Venga account (“Venga Account”). When creating a Venga Account, you agree to the following conditions:

  1. 2.1.1. You must provide the identification information being requested through the relevant form so that we, or any service provider we may designate for such purposes, can conduct the Know Your Customer procedures and duties (as identified below). When doing so, you must also read and accept these Terms and Conditions of Use and read and understand Venga’s Privacy Policy. We reserve the right, at our discretion, to refuse the opening of a Venga Account, for instance, where there is reasonable doubt as to the identity of a User or as to the existence of duplicate accounts related to the same User, or where there are founded doubts regarding the activity of a User.
  2. 2.1.2. You confirm that you are at least eighteen (18) years old and have the legal capacity to enter into agreements.
  3. 2.1.3. You agree to provide accurate, current, and complete information during the registration process. It is your responsibility to ensure that your account information is correct, timely, complete, accurate, and remains up-to-date. In this regard, please note that you may update the information held by us through the settings available in your Venga Account, or by writing to [email protected]. If there is a justified reason to suspect that the information you have provided has errors, is inaccurate, outdated, or incomplete, we shall have the right to give a notice of inquiry or request for correction to you, to directly delete the relevant materials, or to suspend the creation of your Venga Account until the foregoing errors are solved. We will not bear any responsibility for any damages caused resulting from incomplete, inaccurate, or wrong User information, and you will bear any direct or indirect losses and adverse consequences arising from the foregoing undertakings.
  4. 2.1.4. You confirm that your usage of Venga or the Venga Services has not been previously suspended or terminated.
  5. 2.1.5. You are responsible for maintaining the security of your account credentials, including your username and password. Please do not share your account information with anyone else, and notify us immediately if you suspect unauthorized access to your account.
  6. 2.1.6. Your Venga Account can only be used by yourself and you are prohibited to use your Venga Account on behalf of other persons or entities. Venga Accounts are nominative and, therefore, may only be used by the corresponding User. Furthermore, it is strictly prohibited to sell, transfer, or otherwise assign Venga Accounts to third parties. We reserve the right to suspend, freeze, or terminate transactions and the use of Venga Accounts by persons other than the User holding the account.
  7. 2.1.7. You agree to comply with all applicable laws and regulations when creating and using your account, including but not limited to the anti-money laundering and know-your-customer requirements to which the Venga Services are subject.
  8. 2.1.8. By creating a Venga Account and using the Venga Services, you confirm that you are not a resident or located in any Blacklisted Jurisdiction, according to our Customer Admission Policy. For clarity, “Blacklist Jurisdiction” may include Crimea, Cuba, Donetsk, Iran, Luhansk, North Korea, Russia, and Syria, or any other jurisdiction where we may have restricted the use of Venga. Please, note that Blacklist Jurisdiction may suffer changes. Likewise, you represent and warrant that you are not on any trade embargo or economic sanctions list, on the United States Office of Foreign Assets Control (OFAC) list of Specially Designated Nationals, or on the United States Department of Commerce list of sanctioned persons or entities. You also represent and warrant that you are not involved in criminal activities or in any attempt of fraud. You also agree to abide by these restrictions and acknowledge that we may suspend or terminate your Venga Account if you breach any of them. We reserve the right to modify or expand our Customer Admission Policy at our sole discretion, yet we will keep you informed about any such amendments.
  9. 2.1.9. The Venga Services are not available to citizens and residents of the United States of America. By creating a Venga Account, you represent and warrant that you are not a citizen or resident of the United States, nor are you accessing or using the Venga Services from within the United States. We reserve the right to terminate your Venga Account if it is determined that they are created by or being used by US citizens or residents.

2.2. In order to comply with global and local AML regulations and obligations and in accordance with the Know-Your-Customer and Anti-Money Laundering Policy, we must initiate and conduct a Know-Your-Customer process prior to the opening of a Venga Account. Before you are permitted to open a Venga Account and to use the Venga Services, you will need to go through our identity verification procedures which may include: ID document submission and identity verification through other methods, such as selfies and/or video recordings. You might be required to submit certain information about yourself and the purpose of your Venga Account. Additionally, and in accordance with our internal AML/CTF policy, you agree to pass through AML/CTF procedures. We reserve the right to request additional information and documents, which are aimed without limitation to identify our users and to prove their source of funds and/or source of wealth.

2.3. Users’ personal information will be used, in accordance with Venga’s Privacy Policy, to verify Users’ identity, identify signs of money laundering or terrorism financing, identify links to activities subject to embargo, identify individuals subject to international economic sanctions, fraud, and other financial crimes, or for any other lawful purpose as may be indicated by us.

2.4. As indicated in Venga’s Privacy Policy, Users agree that we will maintain a record of this information while their Venga Accounts remain active and, afterward, although duly blocked, for the time necessary in order to be able to respond to the eventual legal or contractual responsibilities which may arise.

2.5. We reserve the right to request proof that you meet all of the aforementioned conditions. Furthermore, even if you meet all of such conditions, we retain the sole discretion to determine your eligibility to create a Venga Account or to use the Venga Services. When conducting these inquiries, you acknowledge and consent to the disclosure of your personal information to credit reference agencies, fraud prevention agencies, or financial crime agencies.

3. Security of the Venga Account

3.1. We are committed to maintaining the security of Users' funds and Digital Assets and have implemented security measures in connection with the provision of the Venga Services. Notwithstanding the foregoing, several risks can derive from the actions of individual Users.

3.2. In this regard, therefore, Users are and remain responsible for maintaining the confidentiality of their Venga Account and password and responsible for all activities conducted by and through their Venga Account (including, but not limited to, disclosure of information, release of information, online clicking for consent or submission of various rule agreements, online renewal of agreements or purchase service, etc.). In line with the foregoing, Users agree to the following:

  1. 3.2.1. To create a strong password, which shall be different from those you normally use, and maintain a high degree of control and security over your credentials.
  2. 3.2.2. To ensure that the email address and telephone number being provided are correct at all times so that we can notify each User of any problems that may affect the security of their Venga Account. Additionally and accordingly, Users must ensure that they protect access to the aforementioned email address and telephone number.
  3. 3.2.3. To immediately and with no delay notify us if a User becomes aware of any use of their Venga Account without authorization, of the reveal or disclosure of their password, or of any other circumstances that constitute a breach of security.
  4. 3.2.4. To strictly abide by the security, certification, trade, deposition, withdrawal mechanism or process of the Venga Services.
  5. 3.2.5. To ensure that you leave Venga following the correct steps at the end of each session. You understand that improper logging out may result in data losses, and while we will make our best efforts to cooperate with you in order to mitigate such losses, we cannot and will not be responsible for any loss arising from your failure to comply with the provisions of this paragraph.
  6. 3.2.6. We will not assume any liability for any loss, damage, or consequence, financial or otherwise, caused by the authorised or unauthorised use of a User’s Venga Account and their Venga Account credentials.

4. Provision of Venga Services:


4.1. For the provision of the Venga Services, and in order to transfer Digital Assets into your Venga Account, you may require a financial account or external wallet maintained outside of Venga. The external wallet is completely separate from our computer systems, and therefore we have no control or access to the Digital Assets included or custodied therein. Additionally, we are not responsible for the use, management, or security of any financial account. By using a financial account in connection with Venga Services, you represent and warrant that you are the beneficial owner of the financial account, you are in compliance with all terms and conditions applicable to the financial account, you have the authority to make deposits to the financial account and take withdrawals from the financial account, and you have provided complete and accurate information to us regarding the financial account.

4.2. If you attempt to deposit any Digital Assets not supported in your Venga Account, you risk permanently losing such Digital Asset, and we will not be responsible for any resulting loss. In case you attempt to deposit Digital Assets that we do not support, we may charge you a fee to cover the costs and expenses associated with identifying and returning such Digital Asset.

4.3. You acknowledge and agree that we do not have control over or provide any assurances regarding the duration required to complete a deposit or issuance. The timing is contingent upon the performance of the blockchain network, which is influenced by factors beyond our control. Additionally, third-party financial institutions or payment services may also affect transaction times. We reserve the right to reject any deposit or to impose limits on the magnitude of transactions at any time.

4.4. We have implemented an internal process that allows the User to withdraw (request the full or partial return of) the Digital Assets on deposit by transferring them from their Venga Account to an external wallet.

4.5. At most, you can withdraw the total amount of Digital Assets or redeem fiat balances in your Venga Account, less any fees associated with such withdrawal or redemption. You cannot make a withdrawal if the balance of Digital Assets or a redemption if the fiat balance in your Venga Account is less than any minimum balance requirements, any amounts needed to satisfy any of your open positions or any fees owed by you.

4.6. We can, at any time, refuse any withdrawal or redemption or impose restrictions on the frequency and/or the amounts of withdrawals or redemptions you may initiate. Additionally, we may, at our discretion, decide to suspend your ability to perform withdrawals or redemptions if we deem it necessary and/or appropriate in light of the corresponding circumstances. We retain the right to suspend your ability to make withdrawals or redemptions entirely for an unspecified duration to ensure, at our sole discretion, compliance with these Terms and Conditions of Use or with any applicable legal, regulatory, or administrative requirements or directives.

Custodial services

4.7. In addition to the above, Venga also provides Users with custodial services for Digital Assets, thus addressed to custody your Digital Asset on deposits and balances.

4.8. Users may only access the Digital Asset that we hold on behalf of the User according to the procedures defined herein and accepted by the User in these Terms and Conditions of Use. Only Users are authorized to initiate transfer operations. For clarity, we do not support any kind of privacy coins, including, but not limited to: Monero, Zcash, and Dash.

4.9. We do not own or control the underlying software protocols governing the operation of the Digital Assets. The underlying protocols are generally open-source, and anyone can use, copy, modify, and distribute them. We are not responsible for the operation of the underlying protocols and do not guarantee the functionality or security of network operations. In particular, the underlying protocols may be subject to sudden changes in operating rules (including blockchain forks, a term referring to the event by which an update of a blockchain protocol is accepted and implemented by only a portion of the community involved in managing, validating, and propagating that protocol). Such changes in operation may materially affect the availability, value, or functionality of the Digital Assets on deposit. The User agrees and acknowledges that we have no obligation to allow them to acquire, hold, or convert currencies from these forks, nor to allow them to use protocols derived from these forks.

4.10. Your Venga Account is intended solely for the proper use of the Digital Assets covered by us. Under no circumstances should you attempt to use your Venga Account to store, send, request, or receive assets other than the Digital Assets we support. We assume no responsibility in connection with any attempt to use your Venga Account with unsupported or unlisted Digital Assets. The User acknowledges and agrees that we are not responsible for any unsupported or unlisted Digital Assets sent to their Venga Account. We may, at our sole discretion, cease accepting any specific Digital Assets. If the User does not sell or transfer that Digital Asset off Venga before we decide to stop supporting that Digital Asset, we may, at our discretion, remove that Digital Asset from your Venga Account.

4.11. The Digital Assets supported on Venga exclude all other protocols and functionalities that complement or interact with the supported Digital Asset. This exclusion refers, among others, to sidechains or any other protocol, cryptocurrency, token, forked asset, or any other functionality, such as protocol governance or smart contract functionality, that may complement or interact with a supported Digital Asset. The User acknowledges and agrees that, except as provided in these Terms and Conditions of Use, additional protocols are excluded from the definition of supported Digital Assets and that we will not be responsible for any losses arising from their use or interaction with additional protocols, including through the use of the Venga Services.

4.12. If Users deposit funds to the wrong address or make a mistake in selecting the network to transmit a Digital Asset, we shall not be liable for resulting losses.

4.13. We do not own any deposited Digital Assets. We will not use the Digital Assets on our own behalf unless required by law or agreed upon with the User.

Buying, Selling, and the Exchange of Digital Assets

4.14. The Venga Services allow Users to buy and sell digital assets using the Euro currency and exchange Digital Assets for other Digital Assets.

4.15. The buying, selling, and exchange of Digital Assets on Venga is provided through integration with third-party companies with whom Venga has a partnership (a "Partner") to allow for the provision of such services through Venga. These Partners are solely responsible for the provision of their services. We do not bear any risk associated with these services, including but not limited to the risk of service unavailability or malfunction. By using Venga, the User acknowledges and agrees that we are not liable for any issues arising from the use of Partner services.

4.16. Once registration and the Know Your Customer (KYC) procedure have been successfully completed and validated by us prior to the opening of a Venga Account, the User may engage in Digital Assets-to-Digital Asset Exchanges in accordance with the provisions of these Terms and Conditions of Use. A suspended or blocked Venga Account cannot be used to access the Venga Services and, therefore, cannot be used to conduct any Exchanges involving Digital Assets or fiat currency.

4.17. When submitting an order to use the Venga Services for buying, selling, or exchanging Digital Assets (an "Order"), the User will be redirected to the Partner’s platform, where the User will need to re-validate their identity, and once approved by the Partner, the User will be able to submit the Order to buy, sell, or exchange their Digital Assets. After completion of the Order, the User's Venga Account will be immediately updated to reflect the Order has been fully executed. To complete an Order, the User authorizes us and/or our Partners to temporarily control the Digital Assets involved in the transaction for the purposes of the same.

4.18. When you submit an Order, you authorize us and/or our Partners to charge any applicable fees and taxes.

4.19. We cannot guarantee any order will trade at any particular exchange rate, and the exchange rates that may be used for your order may differ from rates provided by third parties. We aren’t responsible for matching any third-party rate or providing you with any particular rate.

4.20. Orders initiated and confirmed through Venga cannot be canceled.

4.21. If the User's Venga Account does not have sufficient Digital Assets or fiat balance to execute an Order, we may cancel the entire Order (the fees incurred from the transaction payable to us shall be deducted).

5. Fees

5.1. The use of Venga is subject to the payment of the corresponding fees. Accordingly, to use your Venga Account and enjoy the Venga Services, you agree to fully and timely pay all applicable fees in connection with your use of the Venga Services, which will be communicated to you via the Venga® Application and Platform or otherwise.

5.2. When exchanging Digital Assets you acknowledge and agree that the Exchange will be processed through a Partner’s exchange service with additional fees therefore applicable to such Exchange, including fees for deposits, redemptions, and withdrawals. The applicable and corresponding fees could and will vary according to the Partner service, and they will be communicated to you in advance and, in any case, before processing with the designated Exchange. By confirming the transaction, you acknowledge your acceptance of the corresponding fees.

5.3. You also agree to pay additional fees for the Venga Account maintenance in case of no activity after an established period of time. The period of inactivity and the amount of the fees will be promptly communicated to the User.

5.4. We reserve the right to modify the applicable fees associated with the Venga Services. Any changes to these fees will be promptly communicated to the User.

6. Risks

6.1. Using our Venga Services can carry, due to its nature, significant risks. Accordingly, we kindly remind you that you must fully understand and assess the risks comprised in digital asset trading before conducting any trade or transaction. In line with the above, we urge you to assess your risk tolerance capability very carefully before engaging in Digital Assets trading. The details of such risks are as follows:

  1. 6.1.1. Policy risk: Users may encounter losses due to the amendments to national laws, regulations, or macro-policies which may influence the normal trade of Digital Assets.
  2. 6.1.2. Compliance risk: Users may encounter losses if the User’s Digital Assets trade violates national laws or regulations.
  3. 6.1.3. Investment yield risk: the Digital Assets market is unique: it never closes, with Digital Assets prices fluctuating in a wide range. Users may encounter losses in the market.
  4. 6.1.4. Trading risk: Your successful transfer is dependent on the mutual assent of the parties to the transfer, and we do not commit to or guarantee any successful transfer.
  5. 6.1.5. Force majeure risk: When natural disaster, war, strikes, cyber-attacks and other unpredictable, unavoidable and unformidable situations occur, we may not be able to operate normally, and this may result in Users’ losses. For the user’s losses caused by force majeure, we will not assume any civil liabilities.
  6. 6.1.6. Risk of delisting: When a Digital Asset project party faces bankrupt, liquidation and dissolution, or violates national laws & regulations, or under the request of the project party, we will delist the Digital Asset, which may cause losses for users.
  7. 6.1.7. Technical risk: Although the chance of technical fault is remote during Digital Asset trade, but we cannot exclude such a possibility. If such an issue occurs, the user’s interests may be affected.
  8. 6.1.8. Operation risk: Users may face risks due to operational error, such as transfers to wrong accounts, violations in operation regulations, etc.
  9. 6.1.9. Account frozen risk: User’s account may be frozen or forcefully confiscated by judicial institutions in the event of debt fraud or alleged crimes.

6.2. You acknowledge and agree that you are solely responsible for the decisions you make regarding the use of the Venga Services and their investment options, methods and the trades you unilaterally conduct. Your Venga Account is not classified as a deposit account or a bank account, and we do not operate as a bank or other depository institution. The Venga Services do not constitute depository or bank programs. Neither your Venga Account nor your Digital Assets are insured against losses.

6.3. When using your Venga Account and the Venga Services, you acknowledge and agree to be fully aware of the risks associated with the Venga Services and Digital Assets, including the risks stated in this clause. Accordingly, you acknowledge and agree that, to the maximum extent permitted by the applicable laws, we will not be in any case liable for any losses or damages which you incur arising from and/or as a consequence of such risks. In particular, but not limited to, the following:

  1. 6.3.1. To the extent permitted by law, we shall not be liable for any loss of profits, revenues, value, performance, or data, nor for any direct or indirect damages suffered by the User or any third party not attributable to us.
  2. 6.3.2. We are not liable for Digital Asset price instability due to its high volatility.
  3. 6.3.3. We will do our best to keep the Venga Services active and available at all times. However, given the vulnerabilities applicable to the internet and in digital and virtual environments, the use of Venga may be temporarily suspended for legal or technical reasons, which may affect download times and accessibility of the Venga Services.
  4. 6.3.4. We shall not be liable for access issues to Venga, regardless of the cause, including access problems caused by the User or a third party, necessary updates or maintenance, or force majeure. We shall not be liable either for financial consequences arising from the User's inability to access Venga or use the Venga Services.
  5. 6.3.5. We shall not be liable towards the User in case of User fraud, negligence, error, force majeure, technical failure, or due to any of the foregoing caused by a third party.
  6. 6.3.6. We shall not be liable for the illegal or contentious use of Digital Assets by any User or third party, nor for the loss or theft of Digital Assets in any form after they have been withdrawn from the public address provided by the User.
  7. 6.3.7. We shall not be liable for issues beyond our control nor for subsequent financial damages, including any disclosure to a third party, intentional or unintentional, of the User's username, password, or other user authentication method, loss (including theft) by the User of their personal or professional device or devices, such as mobile phones or computers, and acts of third parties, including crimes or criminal acts, or a breach of the User's security of any kind, and any resulting direct or indirect damages.
  8. 6.3.8. We shall not be liable for any problem or financial damage resulting from cyberattacks, malware, ransomware, crashes, hacker attacks, or viruses (affecting or not affecting the computer) that we (or any of our affiliated companies) could not reasonably foresee or mitigate.
  9. 6.3.9. We shall not be liable for the operations of third-party services related to the buying, selling, and exchange of Digital Assets, which are facilitated through integration with our Partners. These services are entirely managed and operated by our Partners. We are not responsible for any aspect of these services, including but not limited to their availability, functionality, or performance. By using Venga, the Users agree that any transactions conducted through our Partner's services are at their own risk and that we disclaim all liability associated with such transactions.

7. Suspension, Termination, and Cancellation of the Venga Account

7.1. We reserve the right to suspend your access to and use of Venga and/or of your Venga Account without notice if we receive reports of possible violations or suspect that the use of the Venga being made by you violates these Terms and Conditions of Use, the applicable principles of good faith, or any applicable laws.

7.2. Likewise, we reserve the right to temporarily suspend, cancel or terminate your Venga Account, at our sole discretion, in the event that we consider that you have violated these Terms and Conditions of Use or that you have s engaged in an unfair, fraudulent, criminal, or harmful behavior. For illustrative purposes online, a User’s Venga Account could be suspended, canceled, or terminated for the following reasons:

  1. 7.2.1. Due to the violation, in whole or in part, of these Terms and Conditions of Use and or the use of Venga and/or related media content in a manner that is inconsistent with these Terms and Conditions of Use.
  2. 7.2.2. No provision of up-to-date, complete, true, lawful, or correct personal information and/or other additional information we may require to comply with AML/CTF regulatory obligations
  3. 7.2.3. We have reason to suspect that a User is suspected of having committed or is about to commit fraud and/or other crimes and/or acts intended to constitute violations of applicable anti-money laundering and anti-terrorist financing regulations.
  4. 7.2.4. A User conducts Exchanges in an unfair, fraudulent, or criminal manner or in any way that disrupts the proper use of the service.
  5. 7.2.5. A User uses or has used the Venga Services for illegal purposes or in a manner deemed by us, at our sole discretion, to be incompatible with the nature of the Venga Services provided (such as, by way of example only, transmission and/or exchange of viruses; sending or dissemination of advertising; chain mail or pyramid schemes; spamming or junk mailing practices; transmission and/or exchange and/or dissemination of unlawful material or in any case material with racist, slanderous or defamatory, threatening, vulgar or obscene content).
  6. 7.2.6. User’s credentials have been passed on to third parties, or Users have created several Venga Accounts.
  7. 7.2.7. Users engage in suspicious transactions by repeatedly purchasing and/or exchanging Digital Assets at prices lower than the minimum starting price set by us and/or excessively high.

7.3. We will promptly inform you of the eventual suspension, cancellation, or termination of your Venga Account by e-mail (to the e-mail address associated with the Venga Account), duly indicating the reasons for the suspension, cancellation, and termination and, where applicable, the duration thereof. We will grant a maximum period of thirty (30) days to proceed with the withdrawal of Digital Assets eventually present in your Venga Account under our custody. We will not, in any case, be liable to you and third parties for the termination of your account and the suspension/termination of the use of Venga.

7.4. You may also voluntarily withdraw from these Terms and Conditions of Use at any time by requesting the deletion of the Venga Account by writing an email with the subject line “Account Removal” to [email protected]. After receiving the cancellation request at the above-mentioned email address, our team shall contact you in order to request any information necessary for the account cancellation procedure, which you shall provide within a maximum of thirty (30) days. After receiving the necessary information from you, we will grant a maximum period of thirty (30) days to proceed with the withdrawal of Digital Assets eventually present in your Venga Account under our custody. The process of deletion of a Venga Account may take up to 4 months from your request, in order to allow us to comply with all the verification activities and obligations which are necessary for the proper deletion of the Venga Account.

7.5. You are informed that the cancellation of the Venga Account may imply the irreversible deletion of all your data associated with the Venga Account, as well as that of the associated wallet. Transactions made through the associated wallet, however, will remain tracked within the blockchain network, over which we have no control. We will retain your personal data duly blocked for the time necessary to answer for any liabilities that may be derived from our contractual relationship.

7.6. Taking into account what is stated in article 7.4 above, you are invited to request the withdrawal or transfer of cryptocurrency eventually contained in your wallet before requesting the cancellation of your Venga Account or during the cancellation process indicated in article 7.3 above and, in any case, before the account is definitively canceled by us through the forms, methods and times indicated in this clause.

7.7. Funds in the Venga Account must be sufficient to cover the applicable minimum withdrawal threshold and any associated withdrawal fees. Users are entitled to select their preferred withdrawal method upon submitting the withdrawal request. In the event of prolonged inactivity by the User, a fee for maintaining an inactive account shall be implemented.

8. Intellectual Property

8.1. For the purposes of these Terms and Conditions of Use, "Intellectual and Industrial Property Rights" shall be understood as all rights considered industrial property under any applicable law (including, among others, patents, trademarks, logos, trade names, designs, semiconductor product topographies), intellectual property (including, among others, copyrights, related rights, and sui generis rights on databases), and trade secrets.

8.2. All Intellectual and Industrial Property Rights over Venga, including all of the individual contents and elements conforming to Venga (such as but not limited to images, designs, software, methodologies, technology, documentation, instructions, or technical or technological knowledge, operational, organizational or functional, and systems of all kinds), belong, either originally or through the corresponding license agreements, exclusively to us. Consequently, Users shall not retain any Intellectual Property Rights over Venga or over its various elements individually considered, the exclusive ownership of which shall correspond (originally or via the corresponding license) to us.

8.3. Users shall not take any action nor take any measures that may prejudice the validity or prestige of our Intellectual Property Rights. In line with the above, Users must refrain from making any reproduction, adaptation, combination, integration into other applications, arrangements, or any other manipulation or transformation, as well as any form of public communication or distribution, in relation to all the contents accessible through Venga, except with our prior, written and express authorization. Even in that case, they will refrain from doing so through procedures other than those specified and provided through Venga for Users, who, under no circumstances, may carry out any download, printing, copying, or transfer of content to any medium, with alteration or modification of the contents provided, so that it differs, omits, adds, modifies, or contradicts with respect to the messages or information displayed and provided through Venga.

8.4. Users shall indemnify and hold us harmless against all damages, losses,, costs, and expenses, including all legal costs and attorney's fees, resulting from any action, claim, demand, complaint, or proceedings of any nature whatsoever against us arising out of any use or exploitation of Venga (or of any of Vegan’s elements and contents individually considered) by a User.

8.5. Unless otherwise regulated in these Terms and Conditions of Use, through the permitted use of Venga, no other license or authorization of any kind is granted to Users over Venga Industrial and Intellectual Property Rights or over any right related to Venga itself, any additional or related services, or the contents hosted on it.

8.6. The Digital Assets themselves traded through Venga shall not be considered original literary, artistic, or scientific creations. Therefore, they shall not be considered as intellectual property nor subject to any intellectual property rights protection, without prejudice to any rights that may correspond to the underlying assets.

8.7. Notwithstanding the above, the works represented through Digital Assets traded on Venga may be however protected by intellectual property rights. The mere acquisition of a Digital Asset through Venga does not entail any transfer of any intellectual property rights over said underlying asset. Any transfer of intellectual property rights over the underlying asset must be duly and expressly and must be limited to what is established in the corresponding license agreement.

9. Data Protection

9.1. For further information about how we collect, use, store, protect, and share your personal data, please read our Privacy Policy and our Cookies Policy.

10. Representations and Warranties

10.1. To the maximum extent permitted by applicable laws, the Venga Services, any materials provided by us, the Application, the Platform, your Venga Account, and any product, service, or other item provided by us or on our behalf are provided on an "as is" and "as available" basis without warranty or representation of further modification beyond what is stipulated in these Terms and Conditions of Use. We expressly disclaim, and the User hereby waives, to the maximum extent permitted by consumer protection regulations, all warranties of any kind, whether express or implied, including, among others, warranties of merchantability, fitness for a particular purpose, non-infringement, or warranties arising from course of performance, course of dealing, or usage of trade. Notwithstanding the foregoing, we do not represent or warrant that the Platform, the Application, the Venga Services, or any of our other means are accurate, complete, reliable, current, error-free, or free of viruses or other harmful components.

10.2. We do not guarantee that an order will be executed, accepted, recorded, or remain open. Except for the express statements, agreements, and rules stated in these Terms and Conditions of Use, the User acknowledges and agrees that, when conducting transactions in their Venga Account, they are not relying on any other statement or agreement, written or oral, for the use and access to the Venga Services. To the extent permitted by law, notwithstanding the foregoing, the User understands and agrees that we shall not be liable for any loss or damage of any kind resulting from or related to: (a) any inaccuracy, absence, or omission in the data relating to Digital Assets prices, (b) any error or delay in the transmission of such data, (c) an interruption in the availability of such data, (d) regular or unscheduled maintenance performed by us and resulting service interruption and any changes resulting from such maintenance, (e) any damage suffered from the actions, omissions, or breach of these conditions by other Users, (f) any damage caused by unlawful actions of third parties or actions not authorized by ys; and (g) other disclaimers set forth in the Terms and Conditions of Use or any other terms and/or policies issued by us.

10.3. Nothing in these Terms and Conditions of Use shall have the effect of excluding or limiting our legal liability under applicable law in the event of (i) death or personal injury, (ii) fraudulent misrepresentation or fraudulent concealment of defects in the Venga Services, (iii) losses and expenses caused by wilful misconduct or gross negligence, (iv) breach of a contractual warranty regarding the quality of the Venga Services (if any), or (v) other cases where liability cannot be excluded or limited contractually (such as for example, under applicable product liability regulations).

10.4. Without prejudice of the foregoing:

  1. 10.4.1. We shall not be liable for your losses and expenses caused when not resulting from negligence or wilful misconduct on our part;
  2. 10.4.2. We shall not be liable for losses and expenses caused by the breach of a non-substantial contractual obligation caused by slight negligence;
  3. 10.4.3. Our liability for the breach of substantial contractual obligations in case of slight negligence shall be limited to the foreseeable losses and expenses for the parties at the time of entering into the agreement between the User and us. For these purposes, a substantial contractual obligation is considered an obligation whose fulfillment is a prerequisite for allowing the proper execution of the Terms and Conditions of Use and the Venga Services.

11. Limitation of Liability and Exclusions

11.1. In no event shall we, and our shareholders, members, directors, officers, employees, attorneys, agents, representatives, suppliers, or subcontractors be liable for any direct or indirect material or immaterial damages, including, among others, direct or indirect damages for loss of data, information, income, profits, or other financial activities or benefits arising from the breach or improper execution of the Terms and Conditions of Use by the User, fraud, negligence, or error attributable to the User, non-compliance with security standards or data breach attributable to or permitted by the User's failure to comply with all or part of the security standards and principles that the User is responsible for complying with, in the event of force majeure, in case of technical failure not attributable to us, or actions of third parties.

11.2. To the maximum extent permitted by applicable laws, under no circumstances shall we and our shareholders, members, directors, officers, employees, attorneys, agents, representatives, suppliers, or subcontractors be liable for any performance, non-performance, or negative performance of the Venga Services, nor of any other product, service, or item provided by or on our behalf, whether under contract, law, or liability from another source, even if we have been advised of the possibility of such damages, except in the case of a final court ruling establishing that the damages have resulted from gross negligence, fraud, intentional misconduct, or violation of the law by us.

11.3. To the extent permitted by applicable law, our liability and that of our respective shareholders, members, directors, officers, employees, attorneys, agents, representatives, suppliers, or subcontractors arising from services provided by or on our behalf in connection with any performance, non-performance, or improper performance of the Venga Services, or any other product, service, or other items, whether under contract, law, liability or otherwise, shall not exceed the amount of fees that the User pays us under these Terms and Conditions of Use during the twelve-month period immediately preceding the event giving rise to the liability claim.

12. Indemnities

12.1. To the maximum extent permitted by the applicable laws, Users agree to fully indemnify and hold us and our shareholders, members, directors, officers, employees, attorneys, agents, representatives, suppliers, or subcontractors harmless against any claim, action, proceeding, investigation, demand, lawsuit, costs, expenses, and damages (including attorney's fees, fines, or penalties imposed by any regulatory authority) arising out of or related to (i) their use or conduct in relation to the Venga Services, (ii) their breach of these Terms and Conditions of Use, or (iii) their violation of any law, regulation, or applicable third-party rights in connection with their use of the Venga Services.

13. Miscellaneous

13.1. Complaints and dispute resolution. If a User has any complaints, we urge them to first contact us so that we can properly and timely address their complaint. We aim to address User concerns through our customer service without resorting to formal legal procedures whenever possible. If a User has any dispute with us, they can contact our customer service at [email protected], which is available online at any time and will properly assist them and provide them with a complaint number. We will make our best efforts to resolve the dispute as soon as possible. In this regard, we 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).

If the dispute cannot be satisfactorily resolved and the User wishes to file a claim against us, they must set forth the grounds for such claim in writing in a "Claim Notification" as a prerequisite notice to us. 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].

Governing Law and Jurisdiction. Any dispute or claim arising from or relating to these Terms and Conditions of Use 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.

If the User is a consumer, at its discretion, it may file any claims arising under these Terms and Conditions of Use 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.

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. We are not obligated to participate in online dispute resolution, and we are not subject to any of those dispute resolution mechanisms.

13.2. Entire Agreement. The Terms and Conditions of Use constitute the entire Agreement between the parties regarding the use of Venga and the Venga Services and supersede all prior written or oral agreements governing your Venga Account and the use you make of Venga and/or the Venga Services. No course of dealing or other trade usage or practice between the parties will modify, interpret, supplement, or alter these Terms and Conditions of Use.

If any part of these Terms and Conditions of Use is deemed invalid or unenforceable for any reason or to any extent, the remainder of these Terms and Conditions of Use shall remain valid and enforceable, and the invalid or unenforceable part shall be applied to the fullest extent permitted by law until the dispute is resolved, such provision is replaced, or your Venga Account is terminated.

13.3. Force Majeure. In addition to what has been established in Clause (6.1) above, we shall not be liable for any delay or failure to comply with these Terms and Conditions of Use due to any cause or condition beyond our reasonable control, which could not reasonably have been foreseen at the time these Terms and Conditions of Use became effective, and whose effects could not be avoided by appropriate measures. If the impediment is temporary, the performance of the obligation herein shall be suspended unless the resulting delay justifies the termination of the Agreement. If the impediment is permanent, the Agreement shall be automatically terminated without liability to us, and the parties shall be released from their obligations under applicable law.

13.4. Assignment. You may not assign or transfer any right to use the Venga Services or any of your rights or obligations under these Terms and Conditions of Use without our prior written consent. Notwithstanding the foregoing, we may, without your prior written consent and upon prior notice to you, transfer, assign, or subcontract any of our rights under the Terms and Conditions of Use to any of our affiliates or to any other entity that acquires direct or indirect control over us, or to any other entity in which we hold more than thirty percent (30%) of the total voting interest. In such case, your rights and obligations shall remain unchanged.

13.5. Disclaimer for Third-Party Websites. Links to third-party websites do not imply our endorsement of any product, service, information, or disclaimer contained therein, nor does it guarantee the accuracy of the information contained therein. If Users incur any losses using these third-party products and services, we shall not be liable for such loss. Additionally, since we have no control over the terms of use or privacy policies of third-party websites, Users should carefully read and understand such terms of use and policies.