VTR Connect Platform Agreement

Effective June 23, 2023

Welcome to VTR Connect—The online platform that aims to introduce Blockchain Technology, Automation, and Gamification to the Commercial Real Estate Industry.

This VTR Connect Platform Agreement (“Agreement“)governs your use of the VTR Connect platform, located at www.vtrconnect.com (the “Site”), and the related products, services, and technologies offered via the foregoing webpages (collectively, including the Site, the “VTR Connect Services” or the “Services”) offered or provided by VTR Services Limited Liability Company, LLC and its affiliates (“VTR Connect,” “we,” “us,” or “our”).

You should read this Agreement carefully, including Sections 6 and 7 which contain a non-exclusive list of risks in connection with the Site, the VTR Connect Services, and the blockchain ecosystem generally.

Important Notice Regarding Class Action/Jury Trial Waiver


1.0 Agreement

By using the VTR Connect Services, you agree to be bound by this Agreement. If you don’t agree to be bound by this Agreement, do not use the VTR Connect Services. If you are accessing and using the VTR Connect Services on behalf of a company (such as your employer) or other legal entity (such as a trust or limited liability company of which you are a member), you represent and warrant that you have the authority to bind that entity to this Agreement. In that case, “you” and “your” will refer to that entity.

2.0 Privacy Policy, e-Signature Agreement, and additional terms apply

2.1 Privacy Policy.

Your privacy and security of information are important to us. Please carefully review the VTR Connect Privacy Policy, located at www.vtrconnect.com/privacy for information about how we may collect, use, store, or share information from you VTR Connect Services are provided primarily using the Ethereum (“ETH”) blockchain and related layer-two solutions such as Polygon/Matic (“Polygon”) and are therefore subject to the privacy policies available at https://ethereum.org/en/privacy-policy and https://wallet.polygon.technology/privacy-policy/respectively. Some Services may be offered on other layer-1 or layer-2 blockchains. Additionally, most blockchains utilize distributed ledger technology, and blockchain transactions are often publicly available and permanently preserved. That information includes date and time of transaction submission and confirmation, tokens exchanged in any transaction, and digital wallet addresses involved in that transaction. VTR Connect has no ability to alter or obscure transactions on blockchains used in connection with the VTR Connect Services. Please be aware of the information you provide when entering into blockchain transactions and conduct yourself accordingly for your desired level of privacy.

2.2 e-Signature Agreement.

Interactions utilizing third-party wallets linked to blockchain addresses or accounts require digital signatures to authorize transactions. By using VTR Connect Services, you agree that any electronic signature, whether digital or encrypted, that is intended to authenticate a writing shall have the same force and effect as manual signatures to the fullest extent of the law. "Electronic signature" means any electronic sound, symbol, or process attached to or logically associated with a record and executed and adopted by a party with the intent to sign such record, including without limitation a checkbox, facsimile, or email signature. privacy.

2.3 Digital Tokens.

VTR Connect Services includes the ability to access certain areas of the Site through membership credentials which are authenticated utilizing non-fungible tokens (“NFTs”) and for you to potentially earn rewards in the form of fungible digital tokens. You should understand the applicable terms, conditions, and restrictions on use and transferability for each of the digital tokens you obtain through the VTR Connect Services.

3.0 Who may use the VTR Connect Services

To use the VTR Connect Services, you must be legally competent to form a binding contract and be eighteen (18) years old or older to create a User Account (as defined below). You may be required to successfully complete our know-your-customer (“KYC”) verifications or provide other information before you will be granted full functionality to the Site and the Redeem Services. Additionally, VTR Connect may require you to provide additional information as applicable laws or regulations dictate or to investigate potential violations of this Agreement. VTR Connect reserves the right to suspend your access to VTR Connect Services while it gathers and processes any information requested and received and may refuse to restore access to the VTR Connect Services if you do not provide complete and accurate information upon VTR Connect’s request.

3.1 User wallets.

Your identity on the Site will be linked to one or more blockchain addresses of your choosing or, if you do not currently have a digital wallet, VTR Connect may provide you with access to the VTR Connect Services through use of a non-custodial wallet which is managed by VTR Connect.
To utilize your own digital wallet, you will need a blockchain address and a third-party wallet provider (which may need to be a self-custody wallet provider). We are not responsible for your account with a third-party wallet provider, and you may be subject to such third-party wallet provider’s terms and conditions and privacy policies. You should review such third-party terms and conditions and privacy policies carefully. By using a self-custody wallet, you own any data, information, or material originated by you that you submit in the course of using the VTR Connect Services. VTR Connect cannot access the contents of your third-party digital wallet(s), and it is your responsibility to keep your wallet(s) secure. VTR Connect does not have custody or control of your third-party wallet(s) and has no ability to retrieve or transfer its contents.
Similarly, you should not transfer any digital assets to or from any non-custodial wallet which is managed by VTR Connect without first confirming the compatibility of that transfer.

3.2 User representations.

You represent and warrant to VTR Connect that you:

  1. (a) are legally competent to form a binding contract and are eighteen (18) years old or older;
  2. (b) are not listed on the Specially Designated Nationals (“SDN”) list maintained by the Office of Foreign Assets Control (“OFAC”) or any other similar list maintained by the United States Department of State, Department of Commerce or any other government authority or pursuant to any Executive Order of the President or any similar list in the jurisdiction in which you are located and your digital wallet address is not on any such list or controlled by a person on any such list;
  3. (c) have not been previously indicted for or convicted of any Patriot Act Offense (the term “Patriot Act Offense” can include any criminal violation relating to terrorism or money laundering, including offenses under the Patriot Act, the Bank Secrecy Act, the Money Laundering control Act of 1986, or criminal laws against terrorism or money laundering, and may also include conspiracy to commit, or aiding and abetting another to commit, a Patriot Act Offense);
  4. (d) are not a competitor of VTR Connect and are not using the VTR Connect Services for reasons that are in competition with VTR Connect;
  5. (e) are not restricted by law from purchasing or utilizing digital assets due to being from, a resident of, or located in, Algeria, People’s Republic of China, Crimea region of Ukraine, Cuba, Donetsk region of Ukraine, Egypt, Guyana, Iran, Iraq, Libya, Luhansk region of Ukraine, Morocco, Nepal, North Korea, Russia, South Sudan, Sudan, Syria, United Arab Emirates, or Yemen; and
  6. (f) are not otherwise barred from using the VTR Connect Services under applicable law.

If you are an agent, you represent and warrant to VTR Connect that you are acting with full authority to bind a principal who meets the foregoing criteria in subsections (a)-(f).

3.3 Third party real estate agents.

Any real estate broker or agent using VTR Connect Services is also bound by this Agreement. If you are a real estate broker or agent, you represent and warrant that you have full legal power and authority, including all required licenses, permits, and other governmental approvals, to enter into this Agreement and to perform the services offered by such agent.

4.0 Modifications of this Agreement

We may update this Agreement from time to time in our sole discretion. If we do, we will notify you by posting a revised Agreement on this page with a revised “Last Updated” date, and we may (but are not required to) send other communications notifying you of such an update. It is important that you review this Agreement whenever we update it. VTR Connect may require you to provide consent to the updated Agreement in a specified manner before further use of the VTR Connect Services is permitted. Otherwise, by continuing to use the VTR Connect Services after we have posted an updated Agreement, it means that you accept and agree to the changes. If you do not agree to be bound by the changes, you may not use the VTR Connect Services anymore. Because our services are evolving over time, we may change or discontinue all or any part of the VTR Connect Services, at any time, at our sole discretion. If we discontinue the Redeem Services or at any other time, you may lose access to digital assets which are held in any non-custodial wallet which is managed by VTR Connect.

5.0 No advisory or brokerage services

Nothing in this Agreement is, or shall be construed to be, legal advice from VTR Connect to you. Digital assets on VTR Connect are not offered through any real estate brokerage firm or agent. Neither VTR Connect nor its agents, employees, or affiliates serve as your advisor, agent, broker, contracting agent, or fiduciary and do not provide, or offer to provide, financial, investment, legal, real estate, or tax advice.

6.0 Disclosure of risks

All purchases – including token and real property interests – carry significant risks. There is no assurance that any purchase will, or is likely to, achieve specific results or avoid partial or total loss. Purchases made based on information from the VTR Connect Services or purchases from VTR Connect directly are subject to the following risks, among others.

6.1 Due diligence.

When making any investment decision, you must rely on your own examination of the potential benefits and risks involved. You should thoroughly review all transaction documents provided to you and seek further independent financial, legal, and tax advice to determine whether you believe a proposed investment meets your needs in light of your personal objectives, financial circumstances, and tax situation.

6.2 General Investment Risks.

Here are important caveats as you consider any investment opportunity:

  • The past performance of an investment may be based upon a finite time or a period of extreme market activity and is never a guarantee of future results.
  • Expected returns or projected earnings are based upon certain assumptions that may, or may not, be realized and are likewise not guaranteed.

6.3 Forward-looking statements.

You should not rely on forward-looking statements regarding any investment opportunity. Forward-looking statements are based upon beliefs about potential future activity, based upon an analysis of information that is currently available. The words “aim,” “anticipate,” “believe,” “design,” “estimate,” “expect,” “potential,” “intend,” “may,” “might,” “plan,” “project,” “result,” “should,” “target,” “will,” “would” and similar expressions identify forward-looking statements. Forward-looking statements are subject to risks, uncertainties, and assumptions and are not guarantees of future performance, which may be affected by known and unknown risks, trends, uncertainties, and factors that are beyond our control. These risks could result in the loss of your investment.

6.4 Blockchain and ETH risks

You acknowledge that engaging in financial transactions on the blockchain has inherent risks and is susceptible to interruption. By using the VTR Connect Services you acknowledge, agree to, and accept the following risks:

  • Information transmission can be disrupted. You accept the risk that our Site could be affected by technical difficulties that impede your ability to obtain, view, or deliver information or execute transaction, including in time sensitive transactions. We do not control the public blockchains that you are interacting with.
  • ETH “Merge” Risks. The ETH network means the Ethereum mainnet and consensus blockchain for such mainnet (networkID:1, chainID:1) as recognized by the official Go Ethereum Client, or, if applicable, the network and blockchain generally recognized as the legitimate successor thereto. The ETH network has undergone various changes since its inception including “merge” events to migrate to new network with additional or different features or capabilities. You should understand the risks of transactions on the ETH or any other blockchain before engaging in transactions utilizing tokens on that blockchain.
  • Compromised Digital Wallets. The digital wallet which you register to your account can be accessed by anybody with access to that wallet’s seed phrase or private key or anybody who is granted access to it through Smart Contract, even if that seed phrase, private key, or granted access is done maliciously or unintentionally. If your wallet is compromised, you must contact us immediately you can report such a breach NFTSUPPORT@VTRCONNECT.COM. VTR Connect is not responsible for any unauthorized access to or use of your digital wallet.
  • Cyberattacks may occur. You understand that fraud and cyberattacks occur and that your data may not be completely safe on any computer system or network. However, there are certain steps that you can take to protect the safety and security of your data and you agree to take reasonable measures to do so. Transactions on the ETH blockchain are irreversible, and losses due to fraudulent or accidental transactions may not be recoverable.
  • Regulation. The regulatory status of cryptographic tokens, digital assets, and blockchain technology is unclear or unsettled in many jurisdictions. It is likewise difficult to predict how or whether any governmental authority may make changes to existing laws, regulations, or rules that will affect cryptographic tokens, digital assets, blockchain technology, or its applications. Such changes could limit the VTR Connect Services or the transferability of digital assets.
  • Third-party services disruption. You understand and agree that the VTR Connect Services may require the use of third-party resources which are not under the direction or control of VTR Connect. These resources may become unavailable during times of especially high traffic, or due to potential changes of access to those third-party resources. You accept the risk that interruption or inaccuracy of third-party services may impede your ability to obtain, view, or deliver information or execute transactions, including in time-sensitive transactions.
  • Stablecoin risks. Stablecoins backed by reserve assets with clear fiat currency value (such as $USDC) have various risk factors to be considered such as the safety and liquidity of the reserve assets, regulatory risk, counterparty risk (including reserve custodians), transparency over reserves and the extent to which the underlying assets are truly uncorrelated, the legal rights of stablecoin holders, and governance and operational risks. The collateral backing digital currency based stablecoins is held in smart contracts and the underlying digital currency can be immediately liquidated if the value of such digital currency falls below a certain threshold. Further, if the underlying digital currency loses too much value, the system may become under-collateralized and there is potential the system supporting the stablecoin will be shut down and the stablecoin itself available for, though not subject to, a one-time redemption in exchange for underlying collateral.
  • Risk of Fraud. Digital tokens and the holders of digital tokens are often the targets of individuals attempting to access those tokens through fraudulent or duplicitous means. The individuals perpetrating these frauds will often use QR codes, malicious links, or social engineering scams where they pose as legitimate actors such as VTR Connect to gain access to individuals’ digital wallet or the seed phrase which grants access to that digital wallet. Do not ever electronically store your seed phrase, give that seed phrase to others, or click on unknown links. Before interacting with a website or social media account, take extra care to confirm that is the official website or social media account of the intended party and not a person posing at that account/individual fraudulently. For example, there is a known scam through which bad actors have stolen digital assets by posing as the sponsor of a project and have posted social media or other links (which then install malware or compromise wallet credentials) pretending to “airdrop” new digital assets to existing holders. You should understand the common forms of fraud in the exchanges of digital assets and protect yourself against those risks. As a part of these security measures, you should understand the VTR Connect communications policy, including the policy regarding stealth drops and claims articulated in section 12.5 of this Agreement.

6.6 You are responsible for your decisions.

VTR Connect Services are offered to you upon the express condition that you will fully evaluate your own financial circumstances and the terms of the investment opportunity offered to you. You are fully responsible for your own financial decisions. You understand and agree that you are solely responsible for determining the nature, potential value, suitability, and appropriateness of these risks for yourself.

6.7 Blockchain knowledge.

By utilizing VTR Connect Services, you confirm that you have good and sufficient experience and understanding of the functionality, usage, storage, transmission mechanisms, and other material characteristics of cryptographic tokens, token storage mechanisms (such as token wallets), blockchain technology, blockchain-like technology, and blockchain-based software systems to understand this Agreement and to fully appreciate the risks. Further, by utilizing these Services you understand the risks associated with using a “hot wallet” to secure valuable digital assets, and users who use a “cold storage wallet” for their assets understand the proper security measures to implement regarding the use of such cold storage devices.

6.8 Tax Risks.

Digital assets or payments received by or through the VTR Services may be subject to certain tax reporting obligations. It will be your responsibility to account for, file, and pay any applicable taxes. It is your responsibility to determine the potential tax consequences of your receipt, use, or transfer of your digital assets including those transferred by or through the VTR Services.

7.0 Blockchain Specific Issues

7.1 Smart Contracts.

Sales and other transfers on the Site are achieved through smart contracts, which are the technical mechanism for executing a transaction in an automated or partially-automated manner on the blockchain (“Smart Contracts”). The ETH blockchain provides an immutable ledger of all transactions that occur on the ETH blockchain. We neither own nor control your non-custodial wallet of choice, your preferred cryptocurrency exchange, the ETH blockchain, your browser, or any other third-party site, product, or service that you might access, visit, or use for the purpose of enabling you to utilize any VTR Connect Services. Transactions on the ETH blockchain are irreversible, and any token exchanged in such a transaction may be unrecoverable. Non-fungible tokens (“NFTs”) exist only via the ownership record maintained on the blockchain. You are solely responsible for evaluating the Smart Contract and any vulnerabilities thereof. VTR Connect is not responsible for any loss of ownership of any NFT including any loss as a result of loss of password or log-in information, corrupted files, viruses, phishing, attacks against the Site or blockchain, transfer to non-compatible digital address, accidental burning, unauthorized third-party activities, or any other reason.

7.2 Gas fees.

Transactions on the blockchain require the payment of a transaction fee (“Gas”) which funds the network of computers that confirm transactions on the blockchain. This means that you will need to pay Gas for each transaction that you enable via the Site. Except as otherwise expressly set forth in this Agreement, you will be solely responsible to pay any Gas for any transaction (including failed transactions) that you prompt via the Site. The value of the Gas fee changes, often unpredictably, and is entirely outside of the control of VTR Connect, and any digital asset transaction may fail if you do not have sufficient funds to pay these gas fees in addition to the purchase price of the digital asset.

8.0 Creating and using a VTR Connect User Account.

To access all the features of the VTR Connect Site or to acquire VTR Connect Services, you are required to create an account with us (a “User Account”). Read this section to learn how to open a User Account and the terms and conditions that apply to that account.

8.1 VTR Connect User Account rules.

By opening a VTR Connect User Account, you accept and agree to the following rules:

  • You must provide us with truthful, accurate, complete, and current account information and keep this information up to date. If you do not, we may suspend or terminate your account.
  • VTR Connect may require you to provide additional information as applicable laws or regulations dictate or to investigate potential violations of this Agreement or any other agreement to which it is a party. VTR Connect reserves the right to suspend your access to VTR Connect Services while it gathers and processes any information requested and received, and may refuse to restore access to the VTR Connect Services if you do not provide complete and accurate information upon VTR Connect’s request.
  • You will not use of the Site for any prohibited activity, including but not limited to: use on any dark market, ransomware, mixing service (i.e., a mixer or tumbler used to obscure the source of funds), or illegal activity that would violate, assist in violation of, or cause us to violate any applicable laws, or which would involve proceeds of any unlawful activity.
  • To protect your User Account, you must keep your User Account details and password confidential. Notify us right away by contacting us at VTRSUPPORT@VTRCONNECT.COM if you detect any unauthorized use, or if you know of or suspect a breach of security of either your User Account or any digital wallet linked to that User Account.
  • You are responsible for all activities that occur under your User Account, whether or not you know about or consent to them.
  • A description of the information we collect from you when you create a VTR Connect User Account and how we use or share that information is contained in our Privacy Policy.

You agree and understand that certain legal restrictions may impede or restrict our ability to deliver the VTR Connect Services to you. You are solely responsible for determining whether the use of VTR Connect Services is permitted in the jurisdiction where you live, and you shall not use any aspect of the Site if such activity is not permitted in the jurisdiction where you live.

9.0 Rights related to the content available through VTR Connect Services and Site

9.1 Content.

The VTR Connect Services are data-driven and our Site is full of valuable content. When you access or use our Site or accept, acquire, inquire about, purchase, or seek VTR Connect Services, you may have access to and use of content, data, information, materials, functionality, a user interface and user experience, including, without limitation, analyses, audio-visuals, branding, code, data, formulas, graphics, images, listings, logos, music, offerings, performance metrics, programming, projections, reports, software, statements, summaries, text, tools, or works of authorship of any kind (collectively, “Site Content”) that have been conceived and created by (a) VTR Connect or its affiliates or their agents or third-party contractors ("VTR Content"), (b) nonaffiliated third parties that license Site Content to VTR Connect or its affiliates (“Third Party Content”), or (c) other users of VTR Connect Services (“User Content” and, together with VTR Content and Third Party Content, “Content”). VTR Connect Services also may allow you to upload Site Content to the Site (“Your Content”). As between you and VTR Connect, (i) VTR Content is and shall remain VTR Connect’s sole and exclusive property, (ii) Third Party Content is and shall remain the sole and exclusive property of the nonaffiliated third parties that license such Content to VTR Connect, (iii) User Content is and shall remain the sole and exclusive property of the other users of VTR Connect Services who previously uploaded such Content to the Site, and (iv) Your Content is and shall remain your sole and exclusive property. For the sake of clarity, VTR Content and Third Party Content does not include open source software.

9.2 Right to Use.

Subject to your continued compliance with this Agreement and subject to our right to suspend or terminate your use or access as set forth in this Agreement or as may be required by applicable law or legal order, you are granted a limited, nonexclusive, nontransferable, non-sublicensable, and personal license to access and use the VTR Connect Services, including Content and Your Content available at the Site, solely during the term of this Agreement and solely to use the VRT Connect Services; provided, that no license is granted in any jurisdiction prohibited in Section 3.2(e).

9.3 Restrictions on Use:

You hereby acknowledge and agree that:

  • all Content is protected by copyright, patent, trademark, trade secret, proprietary, or other intellectual property rights and laws;
  • you will keep confidential and not disclose your User Account information (including account details and passwords), in whole or in part, to any person for any purpose other than in connection with your own personal use of the VTR Connect Services;
  • you will not modify, copy, distribute, lease, loan, publish, scrape, sell, share, or incorporate into derivative works any Content, in whole or part, nor take measures to gather, mine, or extract through any means or methods the Content made available to you through the VTR Connect Services;
  • you will not use any meta tags or other hidden text or metadata utilizing any VTR Connect or third-party trademark, logo, URL, or product name without our express written consent;
  • you will not use or permit others to use Content for any commercial or other unauthorized purposes (including, without limitation, for any direct marketing or telemarketing lists or applications), and you will not use the VTR Connect Services in a service bureau capacity or for the benefit of any third party;
  • you do not acquire any proprietary rights, including intellectual property rights, in or to any Content;
  • you will not use Content in any way that violates any law, statute, ordinance, or regulation, or infringes upon the copyright, patent, trademark, trade secret, or other intellectual property or proprietary rights or rights of publicity or privacy belonging to VTR Connect, its affiliates, or any third party;
  • you will not use Content (a) as a factor in establishing an individual’s eligibility for credit, insurance, or employment, (b) in connection with a determination of an individual’s eligibility for a license or other benefit granted by a governmental authority, (c) in connection with underwriting individual insurance, or (d) in a way that would constitute a “consumer report” under the Fair Credit Reporting Act, 15 U.S.C. § 1681 et seq. or similar statute, or by any other authority having jurisdiction; and
  • you will not, and will not permit others to:
    • use, display, mirror or frame our Site or any individual element within VTR Connect Services or the Site, or the name, trademark, logo or other proprietary information, or the layout and design of any page or form contained on a Site or page belonging to VTR Connect, without our express written consent;
    • attempt to probe, scan, or test the vulnerability of our system or network or breach any security or authentication measures;
    • avoid, bypass, remove, deactivate, impair, de-scramble, or otherwise circumvent any technological measure implemented by us or any of our providers or other third party including another user to protect our Site, the VTR Connect Services, or Content;
    • send unsolicited or unauthorized advertising, promotional materials, email, junk mail, spam, chain letters or other form of solicitation;
    • forge any TCP/IP packet header or any part of the header information in any email or newsgroup posting, or in any way use the VTR Connect Services or Content to send altered, deceptive or false source-identifying information;
    • attempt to decipher, de-compile, disassemble or reverse engineer any of the software used on or in connection with our Site;
    • interfere with, or attempt to interfere with, the access of any user, host or network, including, without limitation, sending a virus or overloading, flooding, spamming, or mail-bombing our VTR Connect Services;
    • access or use the VTR Connect Services to collect from other users or store any other user’s personally identifiable information without their express written permission;
    • use the VTR Connect Services, or any portion thereof, for any commercial purpose or for the benefit of any third party, or in any other manner, except where otherwise permitted by this Agreement (such as permissions granted in section 13 of this Agreement);
    • impersonate, or misrepresent your affiliation with, any person or entity;
    • employ, operate, or create any computer program to simulate the human behavior of a user (“Bots”) on the Site (including the use or attempted use of Bots to purchase NFTs on the Site);
    • knowingly purchase or offer for sale any NFT which is stolen or otherwise taken from its rightful owner;
    • use or attempt to use another user’s account or wallet without authorization from that user; or
    • use the VTR Connect Services for money laundering, terrorist financing, or other illicit finance activity, to engage in price manipulation, fraud, or other deceptive, misleading, or manipulative activity, to buy, sell, or transfer stolen items, fraudulently obtained items, items taken without authorization, or any other illegally obtained items, or, unless expressly authorized in writing by VTR Connect, to carry out any financial activities subject to registration or licensing

You acknowledge sole responsibility for, and assume all risk arising from, your use of or reliance on any Third-Party Content. We reserve the right to investigate violations of this Agreement or other conduct that affects our Site, VTR Connect Services, our rights, or the rights of third parties. We may also consult and cooperate with law enforcement authorities to prosecute users who violate the law. VTR Connect reserves the right to immediately suspend your access to and use of the VTR Connect Services if VTR Connect suspects you have violated any obligations under this Section 9.3.

9.4 Your Content.

For purposes of clarity and to avoid misunderstanding, personal information, including financial information, that you provide to us to create a User Account or to enter a transaction with us is NOT considered “Your Content” except to the extent that, in addition to providing such information to us to create a User Account, you also post, share, or otherwise make such information publicly available to other users of the VTR Connect Services, in which case the information that you publicly share will be considered Your Content. By making any Your Content available through the VTR Connect Services, you hereby grant to VTR Connect and its affiliated companies an irrevocable, non-exclusive, transferable, sublicensable, worldwide, perpetual, royalty-free license with right to use, copy, modify, create derivative works based upon, publicly display, publicly perform, and distribute Your Content (a) in connection with operating and providing the VTR Connect Services, and (b) for VTR Connect and its affiliated companies’ marketing and promotional purposes You are solely responsible for all Your Content. You represent and warrant that you have (and will have) all rights that are necessary to grant us the license rights in Your Content under this Agreement, and that Your Content is and will at all times throughout your use of the VTR Connect Services remain accurate, complete, and truthful. You represent and warrant that Your Content, your use and provision of Your Content to be made available through the VTR Connect Services, and use of Your Content by VTR Connect, its affiliates, or other users on or through the VTR Connect Services will not infringe, misappropriate or violate a third party’s intellectual property rights, or rights of publicity or privacy, or result in the violation of any applicable law or regulation. Without limiting any of your obligations set forth in Section 9.3, your agree not to post, upload, publish, submit, or transmit any Site Content, or use Your Content or any other Content in a manner, that: (i) infringes, misappropriates, or violates a third party's patent, copyright, trademark, trade secret, proprietary or other intellectual property rights, or rights of publicity or privacy; (ii) violates, or encourages conduct that violates, any applicable law or regulation or could give rise to civil liability; (iii) is fraudulent, false, misleading, or deceptive; (iv) is defamatory, obscene, pornographic, vulgar or offensive; (v) promotes discrimination, bigotry, racism, hatred, harassment or harm against any individual or group; (vi) is violent or threatening or promotes violence or actions that are threatening to any person or entity; or (vii) promotes illegal or harmful activities or substances.

9.5 No endorsement.

We do not endorse any users of our VTR Connect Services nor do we endorse Third Party Content, User Content, Your Content, or other products or materials available through or on the VTR Connect Services. Our Site may contain links or promotions for products and services of third parties, including companies that pay marketing or referral fees to us. Our promotion of such third-parties is intended to be a convenience to you, to introduce you to the company, and is not an endorsement of their services or products. You are never required to contact or use the services of the third parties mentioned to you by us. We disclaim any liability for any third-party information (including Third Party Content) or third-party products offered. Third party sites will have their own terms of use, privacy policies, and security practices that are different than ours. It is your responsibility to read and understand the policies and practices of those sites before agreeing to use the site. You acknowledge sole responsibility for, and assume all risk arising from, your use of third-party sites or services.

9.6 Feedback.

We appreciate feedback, comments, ideas, proposals, and suggestions for improvements to the VTR Connect Services that you share with us, whether on our Site, via email to VTRFEEDBACK@VTRCONNECT.COM, or through other means (collectively,“Feedback”).
Feedback shall not be considered Your Content. If you choose to submit Feedback, you agree that regardless of any confidentiality or other proprietary designation you may include with such Feedback we are free to use, modify and disclose it without any restriction or compensation to you and without attribution.

9.7 Endorsements and testimonials

You agree that any endorsements or testimonials you include in Your Content or Feedback (your “Testimonials”) will comply with: (a) the U.S. Federal Trade Commission (“FTC”) Guidelines Concerning the Use of Testimonials and Endorsements in Advertising; (b) the FTC’s Disclosures Guide; and (c) the FTC’s Native Advertising Guidelines; and any other guidelines issued by the FTC from time to time (the “FTC Guidelines”), as well as any other advertising guidelines required under applicable law. You, and not VTR Connect, are solely responsible for Testimonials you make regarding any product or service through the VTR Connect Services. We may immediately suspend or terminate your use of the VTR Connect Services or your associated User Account for any breach of this section. Further, you grant VTR Connect and its affiliates the irrevocable, perpetual, royalty-free, non-exclusive, transferable, sublicensable, worldwide right to (i) use, in whole or in part, your Testimonials “as is”, edited, paraphrased, amplified, shortened or put in conversational form, whether made prior to or after the effective date of this Agreement, and (ii) use, copy, publish, display, create derivative works of, and combine with other Content or materials, in whole or in part, your Testimonials, in each case (i) and (ii), in connection with any research and development activities and with any advertising, marketing and promotion (including, without limitation, in any and all forms of broadcast television media, print media, and digital and social media channels and applications now known or hereafter developed) of VTR Connect’s or any of its affiliates’ products or services, whether existing prior to or prepared, developed or created after the effective date of this Agreement

9.8 Right to remove content.

We reserve the right, but are not obligated, to monitor and to remove or disable access to any Content on the VTR Connect Services, including Your Content, and links, at any time, for any reason, and without notice, including without limitation if we, at our sole discretion, consider any such Content (including Your Content) objectionable, potentially in violation of applicable law, or in violation of this Agreement. You can remove Your Content, but not your Feedback, by deleting it through our Site. However, in certain instances, some of Your Content may not be completely removed and may continue to exist on the Site. We are not responsible or liable for the removal or deletion of (or the failure to remove or delete) Your Content.

10.0 User Communications.

VTR CONNECT WILL NEVER REQUEST THE PRIVATE KEY, PASSPHRASE, PASSWORD, OR SEED PHRASE INFORMATION NEEDED TO ACCESS YOUR DIGITAL WALLET OR ACCOUNT. Please use extreme caution when interacting with any links sent from a social media account or elsewhere from an individual claiming to be a VTR Connect representative. If you have any questions or concerns, please only contact an official VTR Connect representative using this www.vtrconnect.com/support. VTR Connect will NEVER do a stealth mint or airdrop claim without providing adequate time to prepare and research the veracity thereof. We will NEVER ask you to connect your digital wallet except through official communications on the Site. If you believe there is an individual or individuals improperly holding themselves out as VTR Connect representatives, please contact us at the above link so VTR Connect can investigate.

11.0 Termination.

This Agreement (as may be amended from time to time by VTR Connect) will continue to apply to you and your use of our Site or VTR Connect Services until your account or relationship with us is terminated. We reserve the right to suspend, cancel, or terminate your access to our Site or Services, in our sole discretion, at any time, and without prior notice with or without cause. We may suspend, cancel, or terminate your account if we believe you are using it for a purpose that is unauthorized, improper, illegal, or that could harm our company, our customers, or third parties. In addition, if you fail to comply with any terms and conditions of this Agreement, then your access to our Site or Services may be automatically terminated, without notice to you. You agree that we will not be liable to you or any third party for any termination of your account or access. You may also cancel your User Account at any time by sending an email to us at VTRMEMBERSHIPS@VTRCONNECT.COM. Upon any termination, discontinuation, or cancellation of the VTR Connect Services or your User Account, the following provisions will survive: Section 9, 12-15, and 17. NOTE: Termination of your access to the Site or the VTR Connect Services or voluntary termination of your User Account does not automatically result in destruction or inaccessibly of digital assets stored in any non-custodial digital wallet managed on your behalf by VTR Connect. It may, however, result in your inability to further access the contents of that non-custodial digital wallet. Users are strongly encouraged to their use their own custodial digital wallet, or transfer the contents of their non-custodial digital wallet to a wallet of their choosing prior to terminating their User account.

12.0 Warranty disclaimers

You understand that we cannot and do not guarantee or warrant that files available for downloading from the internet or the Site will be free of viruses or other destructive code. You are responsible for implementing sufficient procedures and checkpoints to satisfy your particular requirements for anti-virus protection and accuracy of data input and output, and for maintaining a means external to our site for any reconstruction of any lost data. TO THE FULLEST EXTENT PROVIDED BY LAW, WE WILL NOT BE LIABLE FOR (A) ANY LOSS OR DAMAGE CAUSED BY A DISTRIBUTED DENIAL-OF-SERVICE ATTACK, VIRUSES, OR OTHER TECHNOLOGICALLY HARMFUL MATERIAL THAT MAY INFECT YOUR COMPUTER EQUIPMENT, COMPUTER PROGRAMS, DATA, OR OTHER PROPRIETARY MATERIAL DUE TO YOUR USE OF OR ACCESS TO INFORMATION OBTAINED THROUGH THE SITE OR VTR CONNECT SERVICES, OR YOUR DOWNLOADING OF ANY MATERIAL POSTED OR LINKED TO THE SITE OR VTR CONNECT SERVICES, (B) ANY IDENTIFICATION, MISIDENTIFICATION, OR IMPERSONATION OF ANY USER OF THE VTR CONNECT SERVICES, OR (C) ANY LOSS OR DAMAGE ARISING FROM OR IN ANY MANNER IN CONNECTION WITH THIS AGREEMENT.
We make no warranty that the VTR Connect Services or any Content will meet your requirements or be available on an uninterrupted, secure, or error-free basis. We make no warranty regarding the quality, accuracy, timeliness, truthfulness, completeness or reliability of any information or content on the VTR Connect Services. Transactions on the Site may utilize experimental Smart Contract and blockchain technology, including non-fungible tokens, cryptocurrencies, consensus algorithms, and decentralized or peer-to-peer networks and systems, including governance by decentralized autonomous organization. You acknowledge and agree that such technologies are experimental, speculative, and inherently risky and may be subject to bugs, malfunctions, timing errors, hacking, and theft, or changes to the protocol rules of the ETH blockchain (e.g "forks" and “merges”), which can adversely affect the Smart Contracts and may expose you to a risk of total loss, forfeiture of digital assets, or lost opportunities to buy or sell digital assets.

13.0 Indemnity.

You will indemnify, defend, and hold harmless VTR Connect, its affiliates and their respective officers, directors, employees, shareholders, contractors, and agents, from and against any and all claims, disputes, demands, liabilities, damages, losses, and costs and expenses, including, without limitation, reasonable legal and accounting fees arising out of or in any way connected with (a) your access to or use of the VTR Connect Services or any Content; (b) Your Content; (c) your violation of this Agreement or of any regulation or law in connection with the VTR Connect Services or this Agreement; or (d) the acts or omissions of any third party related to your use of the Site, VTR Connect Services, Your Content, or other Content.

14.0 Limitation of liability.

You acknowledge and agree that, to the maximum extent permitted by law, the entire risk arising from your use of the Site and VTR Connect Services remains with you.

15.0 Dispute Resolution

15.1 Governing law.

This Agreement shall be governed by and construed in accordance with the laws of the State of Tennessee, including any conflicts of law provisions of the laws of the State of Tennessee.

15.2 Class waiver.

YOU AND VTR CONNECT AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE ACTION.If the parties’ Dispute is resolved through arbitration, the arbitrator shall not consolidate another person’s claims or otherwise preside over any form of a representative or class proceeding. If this specific provision is found to be unenforceable, then the entirety of this “Dispute Resolution” section shall be null and void.

15.3 Exclusive jurisdiction and venue.

The parties hereto hereby irrevocably and exclusively submit to the jurisdiction of the state courts in Sevier County, Tennessee and federal courts in the Eastern District of Tennessee, United States. The parties agree that a final non-appealable judgment in any such action, suit or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. To the extent permitted by applicable law, each of the parties hereby waives and agrees not to assert by way of motion, as a defense or otherwise in any such action, suit or proceeding, any claim that it is not personally subject to the jurisdiction of such courts, that the action, suit or proceeding is brought in an inconvenient forum, that the venue of the action, suit or proceeding is improper, or that the related documents or the subject matter thereof may not be litigated in or by such courts.

15.4 Injunctive and declaratory relief.

The court of competent jurisdiction hearing any dispute shall determine all issues of liability on the merits of any claim asserted by either party and may award declaratory or injunctive relief only in favor of the individual party seeking relief and only to the extent necessary to provide relief warranted by that party’s individual claim.

15.5 Severability.

Except as provided in section 15.2 of these Terms (“Class Action Waiver”), if an arbitrator or court of competent jurisdiction decides that any part of these Terms is invalid or unenforceable, the other parts of these Terms will still apply.

16.0 Giveaways and Promotions

VTR Connect may, from time to time, run various giveaways or promotions. The terms and eligibility to participate in of those giveaways and promotions may vary. Unless otherwise stated in the giveaway rules, prizes are non-transferable. No substitution, cash redemption, assignment, or transfer of prize is permitted, except by VTR Connect, who reserves the right in its sole discretion to substitute a prize with another prize of greater or equal value. All federal, state, and local taxes, if any, related to a prize are the responsibility of the individual winner. Any disputes regarding giveaways or promotions shall be governed by this Agreement’s Indemnity, Dispute Resolution, and Limitation on Liability provisions. VTR Connect reserves the right in its sole discretion to disqualify any individual it finds to be tampering with the giveaway process or operating in a way which is a violation of this Agreement, the giveaway rules, or in any unsportsmanlike or disruptive manner. Any attempt by any individual to deliberately undermine the legitimate operation of a giveaway may be in violation of criminal and civil laws and VTR Connect reserves the right to seek damages from any such person to the fullest extent permitted by law. All giveaways and promotions will be void where prohibited or restricted by law. Potential giveaway winners are subject to verification by VTR Connect, whose decisions are final and binding in all matters related to any giveaways or promotions.

17.0 General terms

17.1 Ownership of VTR Connect Services.

VTR Connect and its licensors exclusively own all right, title, and interest in and to the VTR Connect Services, including all associated intellectual property rights. You acknowledge that the VTR Connect Services are protected by copyright, trademark, and other laws of the United States and foreign countries. You agree not to remove, alter or obscure any copyright, trademark, service mark or other proprietary rights notices incorporated in or accompanying the VTR Connect Services.

17.2 Whole agreement.

This Agreement supersedes and replaces any and all prior oral or written understandings or agreements between VTR Connect and you regarding the VTR Connect Services.

17.3 Survivability.

With the exception of any of the provisions in the “Class Waiver” subsection above, if any provision of this Agreement is held invalid or unenforceable (either by an arbitrator appointed pursuant to the terms of the "Dispute Resolution" section above or by court of competent jurisdiction), that provision will be enforced to the maximum extent permissible and the other provisions of this Agreement will remain in full force and effect.

17.4 Assignment rights.

You may not assign or transfer this Agreement, by operation of law or otherwise, without our prior written consent. Any attempt by you to assign or transfer this Agreement, without such consent, will be null and void. VTR Connect may freely assign or transfer this Agreement without restriction. Subject to the foregoing, this Agreement will bind and inure to the benefit of the parties, their successors, and permitted assigns.

17.5 Notices.

To the fullest extent of the law, any notices or other communications provided by VTR Connect under this Agreement, including those regarding modifications, will be given to you by via email or by posting to the Site. For notices made by e-mail, the date of receipt will be deemed the date on which such notice is transmitted.

17.6 No waiver.

VTR Connect’s failure to enforce any right or provision of this Agreement will not be considered a waiver of such right or provision. The waiver of any such right or provision will be effective only if in writing and signed by a duly authorized representative of VTR Connect. Except as expressly set forth in this Agreement, the exercise by either party of any of its remedi

17.7 Captions.

The captions in this Agreement are for convenience of reference only and shall not govern the interpretation of any of the provisions hereof.

18.0 Questions or Feedback

Have a question about this Agreement? Love our services? Have an idea to make VTR Connect even better?

We welcome questions and feedback via email at VTRFEEDBACK@VTRCONNECT.COM