Terms of Service
Effective under the published activation record · Version 1.7
Agreement to terms
These Terms of Service ("Terms") govern your access to and use of the Vvvroom deposit platform (the "Platform") operated by Vvvroom (the "Company," "we," "us"). By connecting a wallet and depositing VVV, you agree to these Terms. If you do not agree, do not use the Platform. See our Privacy Policy for how we handle data.
A person who locks VVV through the Platform is a "Participant." Participation in the Platform is not an investment in the Company, and a Participant is not a shareholder, member, partner, creditor, or lender of the Company. Section 7a states what participation does and does not confer.
1. What the Platform does
The Platform lets a holder of VVV tokens lock a quantity of VVV through the seed round or for a selected fixed term. The locked VVV is directed into pooled Venice inference capacity through Venice's own mechanics. While locked, the deposit accrues Points before TGE or VAI after TGE under the applicable published mechanics. At the end of the applicable term or seed-round redemption process, the Participant may withdraw the same quantity of VVV that was locked. The VVV itself is not spent, sold, or transferred into the operating businesses.
What is returned is quantity, not value. The Platform returns the same number of VVV tokens that were locked. It does not return, protect, guarantee, or restore the market value of those tokens. VVV's price may fall — by any amount, including to zero — during the lock term, and the Participant bears that price exposure in full for the entire term. Nothing in these Terms is a guarantee of principal, a protection against loss, or an assurance of any return.
Staking rewards accrue to the Company. While deposited VVV is staked through Venice's mechanics, any staking rewards or yield generated by the staked position belong to the Company and may be sold or used to fund its operations. Participants earn Points in respect of their deposit; they do not receive, and have no claim to, staking yield.
2. Eligibility
You may not use the Platform if you are under thirteen (13) years of age, or under the minimum age of digital consent in your country. If you are under eighteen (18), you may use the Platform only with the consent of a parent or guardian. You must have the legal capacity to enter into these Terms, and you are responsible for any tax arising from your use of the Platform.
3. Deposit mechanics
When you deposit, you select an amount of VVV to lock and a lock term. The initial post-TGE schedule is:
After TGE, a qualifying lock earns VAI directly under Section 7c. The accepted base rate is multiplied by the accelerator for the selected term. Published offers may change prospectively; accepted lock terms do not change. The seed round is planned around capacity of up to 10,000,000 VVV in aggregate. The current seed-round target is 1,000,000 VVV. Both figures are planning and communications references, not automatic technical cutoffs or closing conditions. The Company controls acceptance and publishes any close or capacity change prospectively.
3a. Seed round (current)
Until the Company's audited deposit smart contract and TGE are ready (currently targeted for March 1, 2027 at 00:00 UTC), the standard lock tiers in Section 3 are not available and remain disabled. Seed-round deposits are verified onchain and recorded in the Company's off-chain Points ledger under Company-controlled custody.
A deposit's verified timestamp determines when accrual begins. Every active eligible deposit moves to each new global rate at the same UTC boundary. Eligible July and August activity remains at 15 Points per eligible VVV-day. Earned Points are never reset, deleted, repriced, or reduced; projections calculate each period separately.
Seed-round deposits remain locked through the seed round with no early withdrawal. Eligible seed-round Points are snapshotted at TGE for the one-time conversion in Section 7. A seed-round position does not automatically become a standard fixed-term lock.
TGE is targeted for March 1, 2027 at 00:00:00 UTC, subject to launch readiness. The published schedule runs through February 28, 2027. Accrual under this schedule stops when TGE begins.
4. Custody
Deposited VVV is held in Company-controlled custody — the published 3-of-5 Safe smart-contract wallet on Base operated by the Company. Company-controlled custody reduces certain risks but does not eliminate the risk of loss, key compromise, or operational failure.
5. Lock term and no early withdrawal
Your deposit is locked for the full term you select. There is no early withdrawal, no early redemption, and no emergency exit. You cannot access, transfer, sell, or borrow against your locked VVV before the term ends, regardless of changes in VVV's price, your circumstances, market conditions, or the status of the Company, Venice, or VAI. You accept this illiquidity as a condition of depositing.
6. Redemption and withdrawal
Withdrawal is a two-step process. After your lock term ends, you submit a withdrawal request, which begins a 14-day cooldown; once it elapses you submit a second transaction to claim the same quantity of VVV you locked. The cooldown is the window in which the Company returns your VVV from Venice staking (a DIEM burn followed by Venice's 7-day sVVV unstake). Both transactions are sent from your wallet and require applicable network gas.
7. Points
Points are non-transferable credits earned for keeping VVV deposited. They have no cash value and cannot be redeemed for cash.
When the Company launches the VAI token, eligible Points convert into VAI in a one-time conversion at launch (the "VAI Airdrop") at a rate of ten (10) eligible Points to one (1) VAI. Points do not accrue after that conversion.
The conversion rate is a quantity of tokens, not a value. VAI has no established market price, may never have one, and the Company does not guarantee the timing of the VAI launch or any market value of VAI. Ten Points converting to one VAI says nothing about what one VAI will be worth, and nothing in these Terms should be read as suggesting otherwise.
Your full allocation is claimable when the TGE claim contract opens; participant VAI does not vest. VAI is made available through a claim contract rather than sent automatically to your wallet. You may claim your full allocation immediately or at any time before the claim deadline, which is twenty-four (24) months after the published claim-opening time and will not be shortened. VAI you have not claimed when that deadline passes is permanently forfeited — it is burned or left unminted, and it is not redirected to the Company, the team or other Participants. It is your responsibility to claim before the deadline.
Program parameters may be adjusted prospectively under Section 8.
7c. Rewards after the VAI launch
After the VAI Airdrop, a qualifying lock earns VAI directly rather than Points, calculated daily as: VVV locked × the base rate accepted at deposit × the accelerator accepted at deposit.
Both the base rate and accelerator are fixed for the full term of your lock at the values you accept when entering it. The Company reviews the available base rate monthly and publishes any change at least seven days before it applies to new locks or renewals.
Accepted lock terms are not rewritten: VAI already accrued is yours and is not adjusted, recalculated or reclaimed, and no later change affects your accepted base rate, accelerator, lock term, deposited quantity, or right to withdraw the same VVV quantity. The Company may change the base rate, accelerators, available durations, and acceptance capacity only for future locks or renewals.
VAI's functions are not fixed, and no governance exists at launch. VAI confers no governance rights at the time of the VAI launch. Any utility or governance role associated with VAI — including any process by which VAI holders participate in decisions about the Vvvroom ecosystem — is under development, is intended to be introduced after launch, is expected to require staking VAI in order to participate, and may change or not be implemented at all. Nothing described anywhere by the Company about a prospective VAI function is a term of this agreement or a right conferred by it.
7a. What participation does not confer
For the avoidance of doubt, depositing VVV, accruing Points, and receiving VAI do not give you: any equity, shares, ownership interest, or voting right in the Company or in any business the Company operates, holds an interest in, or admits to its platform; any claim on the revenue, profits, assets, or treasury of the Company or of any such business, whether contractual or otherwise; any dividend, distribution, interest, yield, coupon, or profit share; any right of redemption against the Company, other than the return of the same quantity of VVV under Sections 1 and 6; any right to require the Company to purchase, support, or maintain the price of VAI, or any assurance that it will do so; or any creditor, lender, partner, or beneficiary relationship with the Company.
The Company's decisions to acquire, hold, or dispose of VAI are corporate capital-allocation decisions taken under its own treasury policies, subject to its governance, risk management, and available capital. They are not an obligation owed to you, and no fixed portion of revenue is committed to them.
Points and VAI are not securities, shares, or debt instruments, and are not offered as investments. Nothing on the Platform or in the Company's materials is an offer of securities, investment advice, financial advice, or tax advice.
7b. Risk disclosure
Depositing VVV carries risk. You accept the following, among others. Price risk: you keep full exposure to VVV's market price for the entire lock term and cannot act on it, and the value of what you withdraw may be substantially less than the value of what you locked. Opportunity cost: locked VVV cannot be staked elsewhere, sold, transferred, or used as collateral. Illiquidity: there is no early withdrawal under any circumstance, and redemption after term end takes at least the 14-day cooldown. Custody risk: during the seed round your VVV is held in Company-controlled custody, and key compromise, operational failure, or insolvency of the Company could result in total loss.
Smart-contract and protocol risk: the Platform, the future audited contract, Venice's staking mechanics, and the Base network may each contain defects or fail, and an audit reduces but does not eliminate this risk. Concentration risk: the model depends on Venice and on VVV, and adverse developments at Venice would affect the Platform directly. Token risk: VAI has not launched, may never launch, may launch on different terms, and may have no market or no value. Execution risk: the Company is early-stage, its businesses may not succeed, and its treasury may never reach a meaningful size. Regulatory and tax risk: the treatment of Points, VAI, and this arrangement is unsettled and may change adversely, and you are responsible for your own tax position.
Referral and data risk: Referral attribution, eligibility, sanctions and anti-abuse review may produce disputes, delays, withholding or reversals. A masked-wallet leaderboard may still permit reidentification through public onchain activity or other information, and unauthorized access to the private referral graph or related Points data could expose participant relationships.
7d. Seed-Round Referral Program
A Participant may earn Referral Points equal to ten percent (10%) of eligible base Points earned by valid direct referrals, capped by the Participant's own eligible base Points. The referred Participant keeps all base Points.
Referrals are direct and one level only. If A refers B and B later refers C, B may earn Referral Points from C, but A earns only from B and never from C. Being referred does not prevent a Participant from becoming a referrer. Referral Points are calculated from base Points and do not generate more Referral Points.
The referrer must have an eligible deposit, attribution must be established before the referred Participant's first verified deposit, each Participant may have one referrer, and the first valid attribution is final. Self-referrals, commonly controlled wallets, manufactured activity and other abuse are ineligible.
Amounts above the current cap are pending referral potential, not eligible Points. Additional eligible VVV deposited by the referrer can increase the cap prospectively by creating additional own base Points from the new deposit's verified timestamp. It does not create retroactive base or Referral Points and does not restore an earlier global rate. Referral accrual ends at TGE.
The Company may withhold or reverse Referral Points associated with invalid attribution, sanctions, fraud, common control or abuse. A referrer promoting Vvvroom through a referral relationship must disclose: “I may receive Vvvroom Referral Points if you participate through my referral link.”
The Platform may publish one leaderboard with Total Points, Productive VVV and Referrals views. Public rows use shortened, masked wallets by default; a Participant may choose an optional public alias or privacy label. Masking does not guarantee anonymity. The Company does not publish the referral graph, full wallet addresses, referral links, review flags or who referred whom.
8. Changes
The Company may modify the Platform, program parameters, or these Terms prospectively. A global seed-round rate change may apply prospectively to every active seed-round deposit from its published effective timestamp, but it never reprices or reduces Points already earned. Post-TGE changes do not alter an accepted lock's amount, term, accrued VAI, accepted base rate or accepted accelerator.
9. Prohibited use; export and sanctions compliance
You agree not to use the Platform to violate any applicable local, state, national, or international law, to evade sanctions, to launder funds, or to manipulate markets. You represent and warrant that you are not located in, organized under the laws of, or a resident of any country or region sanctioned under U.S. laws, and that you will not use, export, or make the Platform available to or for the benefit of any such country, region, or person.
10. Disclaimer of warranties
The Platform and any smart contracts are provided "as is" and "as available," without warranties of any kind, whether express, implied, or statutory, including any implied warranties of merchantability, fitness for a particular purpose, title, and non-infringement, to the maximum extent permitted by applicable law.
11. Limitation of liability
To the maximum extent permitted by law, the Company will not be liable for any indirect, incidental, special, consequential, or exemplary damages, or for any loss of tokens, value, or data, arising out of or relating to your use of the Platform. The Company's aggregate liability for any claim relating to the Platform will not exceed the amount, if any, you paid to the Company for the Services in the twelve (12) months preceding the claim.
12. Governing law and dispute resolution
These Terms are governed by the laws of the State of Wyoming, USA, without regard to its conflict-of-laws rules. Any dispute arising out of or relating to these Terms or the Platform will be resolved by binding arbitration in Wyoming under the rules of the American Arbitration Association. You and the Company waive any right to a jury trial and agree that claims may be brought only on an individual basis, not as a plaintiff or class member in any class or representative proceeding.