Terms of Use

1. Acceptance of These Terms

These Terms of Use (these “Terms”) constitute a legally binding agreement between you (“you” or the “User”) and the maintainers of the Vimen website and related interfaces (collectively, “Vimen,” “we,” “us,” or “our”) governing your access to and use of the website located at vimen.org, the application interface located at app.vimen.org, the documentation located at docs.vimen.org, and any subdomains, content, tools, features, and functionality made available through any of the foregoing (collectively, the “Site”). By accessing, browsing, or otherwise using the Site in any manner, you acknowledge that you have read, understood, and agree to be bound by these Terms in their entirety, together with any policies incorporated herein by reference, including the Privacy Policy and the Geoblock Notice. If you do not agree to these Terms, you must not access or use the Site, and you must immediately discontinue any such access or use.

You represent and warrant that you have the legal capacity to enter into these Terms, that your acceptance of these Terms has not been procured by fraud, duress, or undue influence, and that, if you access the Site on behalf of an entity, you are duly authorized to bind that entity, in which case “you” refers to that entity.

2. Definitions

For purposes of these Terms: (a) “Protocol” means the Vimen smart contract system deployed on Robinhood Chain (chain id 4663), consisting of autonomous, immutable smart contracts that mint and redeem basket tokens; (b) “Basket Token” means an ERC-20 token issued by an immutable Protocol contract, each unit of which is fully backed by fixed raw quantities of tokenized Stock Tokens held by that contract; (c) “Stock Tokens” means the tokenized instruments issued by Robinhood Assets (Jersey) Ltd that serve as the underlying constituents of Basket Tokens, which instruments are debt obligations of their issuer and not shares of the referenced equities; (d) “Interface” means the web front end at app.vimen.org through which a User may construct transactions for submission to the Protocol; (e) “Digital Asset” means any cryptographically secured token or unit of value recorded on a distributed ledger; (f) “Restricted Person” has the meaning given in Section 4 and in the Geoblock Notice; and (g) “Applicable Law” means all statutes, regulations, rules, orders, directives, and sanctions regimes applicable to a User in any relevant jurisdiction.

3. Eligibility

You may access the Site only if: (a) you are at least eighteen (18) years of age, or the age of legal majority in your jurisdiction if higher; (b) you are not a Restricted Person; (c) you are not located in, organized in, ordinarily resident in, or accessing the Site from any jurisdiction where such access or the use of the Protocol would be unlawful; (d) you are not listed on, and are not owned or controlled by any person listed on, any sanctions list administered by the United States Office of Foreign Assets Control, the United Nations Security Council, the European Union, His Majesty’s Treasury of the United Kingdom, or any other applicable sanctions authority; and (e) your use of the Site complies with all Applicable Law. We reserve the right to verify eligibility at any time and to deny access at the Interface layer to any person, without notice and without liability.

4. Jurisdictional Restrictions

The Basket Tokens are not available to, and are not offered or sold to, any person who is a “U.S. person” within the meaning ascribed to that term under Regulation S promulgated under the United States Securities Act of 1933, as amended, or any person located in, resident in, or a national of any other restricted or sanctioned jurisdiction identified in the Geoblock Notice. Access to the Interface from such jurisdictions is prevented by geoblocking measures implemented at the application layer. You covenant that you will not: (a) access or attempt to access the Interface from a restricted jurisdiction; (b) use any virtual private network, proxy service, or other technique to disguise, misrepresent, or obscure your location or identity for the purpose of circumventing such measures; or (c) assist, procure, or enable any other person to do any of the foregoing. Any such circumvention is a material breach of these Terms, undertaken entirely at your own risk, and confers no rights, entitlements, or claims whatsoever upon you.

5. No Offer, No Solicitation, No Registration

Nothing on the Site constitutes, and nothing on the Site is intended to constitute: (a) an offer to sell, or a solicitation of an offer to buy, any security, financial instrument, or Digital Asset in any jurisdiction; (b) an invitation or inducement to engage in investment activity; or (c) marketing of any collective investment scheme, exchange traded fund, mutual fund, or other regulated fund product. Basket Tokens are not ETFs, are not mutual funds, are not deposits, and are not part of any registered or exempt securities offering. No securities regulator, financial supervisory authority, or other governmental body has reviewed, approved, passed upon, or endorsed the Site, the Protocol, or the Basket Tokens, and no such body has confirmed the accuracy or adequacy of any information presented on the Site. No prospectus, offering memorandum, or similar disclosure document has been or will be filed with any authority in respect of the Basket Tokens.

6. Nature of the Protocol: Autonomous, Immutable Software

The Protocol consists of autonomous smart contracts deployed on a public, permissionless blockchain. The contracts holding Basket Token collateral are immutable: their code cannot be upgraded, amended, or replaced by us or by anyone else. No administrative key held by any person can withdraw, transfer, or encumber the Stock Tokens held by a Protocol contract. A limited guardian role may pause minting, adjust the deposit supply cap beneath an immutable ceiling, and change the fee recipient; it can do nothing else. You acknowledge that: (a) we do not own, operate, or control the Protocol or the blockchain on which it is deployed; (b) transactions submitted to the Protocol are irreversible once confirmed; (c) the Interface is merely one of potentially many means of constructing transactions, and the Protocol may be accessed directly without the Interface; and (d) no person is able to reverse, unwind, or modify any transaction executed by the Protocol.

7. No Custody; No Fiduciary Relationship

We do not at any time take custody, possession, or control of your Digital Assets, private keys, seed phrases, or wallet credentials. All Digital Assets deposited into the Protocol are held exclusively by immutable smart contracts pursuant to their code. Nothing in these Terms, and no use of the Site or the Protocol, creates any fiduciary, advisory, agency, trust, brokerage, custodial, joint venture, partnership, or employment relationship between you and us. You are solely responsible for the security of your wallet and credentials, and we shall have no liability for any loss arising from compromised keys, phishing, malware, user error, or the insolvency or failure of any third-party wallet provider.

8. No Advice

All information provided on the Site is for general informational purposes only. Nothing on the Site constitutes, or should be construed as, legal, tax, accounting, financial, investment, or other professional advice, or a recommendation as to the suitability of any transaction. No yields, returns, profits, appreciation, or income of any kind are promised, projected, or implied. You should consult your own professional advisers before engaging in any transaction involving Digital Assets, and you bear sole responsibility for evaluating the merits and risks of any such transaction.

9. Fees

The Protocol charges a fee of 0.30% (thirty basis points) of the value deposited upon each mint of Basket Tokens, which fee is hard-capped at 0.50% (fifty basis points) in the immutable code of the Protocol and cannot be raised above that ceiling by any person. Redemption of Basket Tokens is free of Protocol fees and is ungated, meaning it may be performed by any holder at any time without permission. You remain responsible for all network transaction fees (gas), and for any fees imposed by third parties, including wallet providers, bridges, exchanges, and liquidity venues, none of which are set, collected, or controlled by us. All fees paid to the Protocol are final and non-refundable.

10. Assumption of Risk

You acknowledge, understand, and agree that transactions involving Digital Assets, and the use of the Protocol in particular, involve substantial risk, and you voluntarily assume all such risk, including without limitation:

(a) Total loss. The value of Basket Tokens and their underlying Stock Tokens may decline to zero. You may lose the entirety of everything you deposit, and you should not deposit assets whose loss you cannot bear.

(b) Issuer risk. The underlying Stock Tokens are debt instruments of Robinhood Assets (Jersey) Ltd, not shares of the referenced equities. Holders of Stock Tokens, and therefore holders of Basket Tokens, are exposed to the credit, insolvency, operational, and performance risk of that issuer. This risk is inherited by the Protocol and cannot be removed, mitigated, or insured by us.

(c) Freeze and restriction risk. The issuer of the Stock Tokens may possess the technical or legal ability to freeze, seize, restrict, delist, or compulsorily redeem Stock Tokens, including those held by Protocol contracts, whether pursuant to its own terms, court order, sanctions compliance, or otherwise. Any such action could render Basket Tokens partially or wholly unredeemable or worthless, and we shall have no liability for any such action.

(d) Smart contract and technology risk. Smart contracts may contain bugs, vulnerabilities, or design defects; blockchains may suffer forks, reorganizations, congestion, downtime, or consensus failures; and cryptographic assumptions may be broken. Immutability means that defects, once deployed, cannot be patched in place.

(e) Market and liquidity risk. Basket Tokens and Stock Tokens may trade at material premiums or discounts to any reference value, may have limited or no liquidity, and may be impossible to sell at any price.

(f) Regulatory risk. The legal and regulatory treatment of Digital Assets is uncertain and evolving. Future legislative, regulatory, or enforcement action in any jurisdiction may adversely affect the Protocol, the Stock Tokens, the Basket Tokens, or your ability to hold, transfer, or redeem them.

11. Unaudited Software; Deposit Caps

THE PROTOCOL CONTRACTS ARE UNAUDITED. No independent security audit, formal verification, or third-party code review has been completed as of the date of these Terms. In recognition of this, deposits into each basket are capped, at launch at $100,000 (one hundred thousand United States dollars) of deposited value per basket, which cap may be adjusted over time beneath an immutable ceiling. The existence of a deposit cap is a risk-limitation measure only; it is not a representation that losses are limited to any amount, and it does not reduce or qualify any risk described in Section 10. You agree that you use unaudited software entirely at your own risk.

12. Prohibited Uses

You shall not, and shall not permit or assist any third party to: (a) use the Site or the Protocol in violation of any Applicable Law, including securities, commodities, anti-money-laundering, counter-terrorist-financing, and sanctions laws; (b) circumvent or attempt to circumvent any geoblocking, access control, or eligibility measure; (c) use the Site to engage in market manipulation, including wash trading, spoofing, or front-running; (d) introduce any virus, malware, or other harmful code, or interfere with, disrupt, or place undue load upon the Site or its infrastructure; (e) scrape, harvest, or extract data from the Site by automated means except as permitted by published interfaces; (f) impersonate any person or misrepresent your affiliation with any person; (g) use the Site on behalf of a Restricted Person; or (h) use the Site in connection with any proceeds of crime or to conceal the origin of any funds.

13. Intellectual Property

The Vimen name, the woven-V mark, the wordmark, and all content, text, graphics, and design elements of the Site, excluding open-source software made available under its own licenses, are owned by or licensed to us and are protected by intellectual property laws. Open-source components of the Protocol and related repositories are licensed under the terms stated in the applicable repositories at github.com, and nothing in these Terms limits the rights granted by those licenses. Except as expressly permitted, you may not copy, modify, distribute, or create derivative works of Site content, nor use the Vimen name or marks in any manner suggesting sponsorship or endorsement, without prior written consent.

14. Third-Party Services and Content

The Site may contain links to, or integrate with, third-party websites, wallets, block explorers, data providers, liquidity venues, and other services, including the systems of the Stock Token issuer. Such third parties are not under our control, and we make no representation and assume no responsibility whatsoever for their availability, accuracy, legality, or conduct, or for any transaction you enter into with them. Your dealings with third parties are solely between you and them, and any terms, policies, or restrictions they impose, including the issuer terms governing the Stock Tokens, apply to you in addition to these Terms.

15. Indemnification

To the fullest extent permitted by Applicable Law, you shall indemnify, defend, and hold harmless Vimen and its contributors, maintainers, developers, licensors, and service providers, and each of their respective officers, directors, employees, and agents (the “Indemnified Parties”), from and against any and all claims, demands, actions, damages, losses, liabilities, judgments, penalties, fines, costs, and expenses (including reasonable attorneys’ fees) arising out of or relating to: (a) your access to or use of the Site or the Protocol; (b) your breach of these Terms or of any Applicable Law; (c) your violation of any right of any third party; or (d) any misrepresentation made by you, including as to your location, residency, or eligibility. We reserve the right to assume the exclusive defense and control of any matter subject to indemnification, in which event you agree to cooperate fully.

16. Disclaimer of Warranties

THE SITE, THE INTERFACE, AND ALL INFORMATION AND MATERIALS MADE AVAILABLE THROUGH THEM ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITHOUT WARRANTY OF ANY KIND, EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, WE EXPRESSLY DISCLAIM ALL WARRANTIES, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, ACCURACY, RELIABILITY, AND ANY WARRANTIES ARISING FROM COURSE OF DEALING OR USAGE OF TRADE. WE DO NOT WARRANT THAT THE SITE OR THE PROTOCOL WILL BE UNINTERRUPTED, ERROR-FREE, SECURE, OR FREE OF HARMFUL COMPONENTS, THAT DEFECTS WILL BE CORRECTED, OR THAT ANY DIGITAL ASSET WILL RETAIN ANY VALUE. THE PROTOCOL IS UNAUDITED EXPERIMENTAL SOFTWARE, AND YOU USE IT AT YOUR SOLE RISK. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY US SHALL CREATE ANY WARRANTY.

17. Limitation of Liability

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL ANY INDEMNIFIED PARTY BE LIABLE TO YOU OR TO ANY THIRD PARTY FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, GOODWILL, DATA, OR DIGITAL ASSETS, WHETHER ARISING IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR ANY OTHER THEORY, ARISING OUT OF OR IN CONNECTION WITH THESE TERMS, THE SITE, THE INTERFACE, OR THE PROTOCOL, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. WITHOUT LIMITING THE FOREGOING, IN NO EVENT SHALL THE AGGREGATE LIABILITY OF THE INDEMNIFIED PARTIES FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THESE TERMS OR THE SITE EXCEED THE GREATER OF ONE HUNDRED UNITED STATES DOLLARS (US $100) OR THE AMOUNT OF FEES YOU PAID TO THE PROTOCOL IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES, IN WHICH CASE THE FOREGOING SHALL APPLY TO THE MAXIMUM EXTENT PERMITTED.

18. Suspension and Termination

We may, at any time and in our sole discretion, suspend, restrict, or terminate your access to the Site or the Interface, in whole or in part, with or without notice and without liability, including where we believe you have breached these Terms, where required by Applicable Law, or where continued access would expose us to legal or regulatory risk. Because the Protocol is autonomous and immutable, termination of Interface access does not and cannot affect Basket Tokens you already hold or your ability to interact with the Protocol directly; redemption remains ungated at the contract level. Sections 10 through 22 shall survive any termination.

19. Governing Law; Dispute Resolution; Arbitration

These Terms and any dispute, claim, or controversy arising out of or relating to them or the Site (a “Dispute”) shall be governed by and construed in accordance with the laws of [Jurisdiction], without regard to conflict of laws principles. Any Dispute that cannot be resolved informally within thirty (30) days of written notice shall be finally resolved by binding arbitration seated in [Arbitral Seat], administered by [Arbitral Institution] under its rules then in effect, before a single arbitrator, in the English language. YOU AND WE EACH WAIVE, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT TO A TRIAL BY JURY AND ANY RIGHT TO PARTICIPATE IN A CLASS ACTION, CLASS ARBITRATION, OR OTHER REPRESENTATIVE PROCEEDING. Any Dispute must be brought within one (1) year after the cause of action accrues, or be forever barred, to the extent such limitation is permitted by Applicable Law.

20. Severability; Waiver; Assignment

If any provision of these Terms is held to be invalid, illegal, or unenforceable, that provision shall be enforced to the maximum extent permissible and the remaining provisions shall continue in full force and effect. No failure or delay by us in exercising any right shall operate as a waiver of that right. You may not assign or transfer these Terms or any rights hereunder without our prior written consent, and any attempted assignment in violation of this Section is void; we may assign these Terms without restriction.

21. Entire Agreement; Changes to These Terms

These Terms, together with the Privacy Policy and the Geoblock Notice, constitute the entire agreement between you and us with respect to the Site and supersede all prior or contemporaneous understandings, whether written or oral. We may revise these Terms at any time by posting an updated version on the Site with a revised “Last updated” date. Changes are effective upon posting, and your continued use of the Site after posting constitutes acceptance of the revised Terms. It is your responsibility to review these Terms periodically.

22. Contact

Questions about these Terms may be directed to @vimenprotocol on X. Notices to us must be sent to that address and are deemed received upon our written acknowledgment.