Terms of Services

Beta Disclaimer

This disclaimer is displayed before access to the VDEX platform and requires acknowledgment prior to use.

VDEX is currently operating in a beta phase, during which certain platform features, functions, and guarantees may be subject to change.

During this beta period:

• The VDEX Security Council retains the ability to upgrade platform smart contracts when necessary.
• Smart contracts are designed to be upgradeable to allow for essential modifications during this phase.
• A 24-hour withdrawal delay is implemented to enhance security and stability, allowing time to identify and address potential incorrect balances caused by software errors, unreported bugs, or malicious activity.

These measures are temporary and will be removed once the platform transitions to full decentralization.

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• By accessing or using VDEX during the beta phase, users acknowledge and accept these conditions and all of the Terms of Service, Terms of Use, and the Privacy Policy.

Terms of Service

Welcome to the VDEX Terms of Service

These Terms of Service (“Terms”) govern access to and use of:

• The primary website www.vdex.trade, including any associated subdomains (the “VDEX Site”); and
• Any other websites or online services where these Terms are made available or linked (collectively, the “Website”).

The Website and all related services are operated by Virtual Labs, IBC, a corporation organized under the laws of the Republic of Panama, together with its subsidiaries (collectively referred to as “Virtual Labs” or “the Organization”).

For the purposes of these Terms, “Services” refers to all offerings made available through the Website, including the VDEX trading platform, tools, software, documentation, published content, features, functionalities, and any services provided directly by Virtual Labs or through authorized third-party platforms.

These Terms should be reviewed carefully, as they include important information concerning legal rights and obligations. Accessing or using the Services constitutes acceptance of these Terms. If these Terms are not understood or accepted, the Services must not be accessed or used.

For the purposes of these Terms, “you” and “your” refer to the individual accessing or using the Services. Where access or use is undertaken on behalf of a company or other legal entity, “you” and “your” also refers to that entity. In such cases, it is represented and warranted that:

(a) The individual has full legal authority to bind the entity to these Terms; and

(b) These Terms are accepted both in an individual capacity and on behalf of the entity.

SECTION 7 CONTAINS AN ARBITRATION CLAUSE AND A CLASS ACTION WAIVER. BY ACCEPTING THESE TERMS, YOU AGREE: (A) THAT ANY DISPUTE ARISING OUT OF OR RELATING TO THE ORGANIZATION’S SERVICES OR PRODUCTS WILL BE RESOLVED THROUGH BINDING INDIVIDUAL ARBITRATION, THEREBY WAIVING ANY RIGHT TO HAVE SUCH DISPUTE DECIDED BY A JUDGE OR JURY; AND (B) TO WAIVE ANY RIGHT TO PARTICIPATE IN A CLASS ACTION, CLASS ARBITRATION, OR ANY OTHER REPRESENTATIVE PROCEEDING, AS FURTHER DESCRIBED BELOW.

1. Who May Use the Services

1.1. Eligibility

Access to and use of the Services is permitted only to individuals who are 18 years of age or older and are not classified as a “Prohibited Person.”

A Prohibited Person is any person or entity that:

(a) Is subject to economic or trade sanctions administered or enforced by any governmental authority, including any person designated on sanctions or restricted party lists maintained by the European Union (“EU”), the United Kingdom (“UK”) (including the Office of Financial Sanctions Implementation), the Republic of Panama, or the United States (“U.S.”) Department of the Treasury’s Office of Foreign Assets Control (“OFAC”);

(b) Is located, incorporated, organized, established in, or a resident of any country or territory subject to comprehensive sanctions or embargoes, or otherwise designated as “terrorist supporting” by the United Nations or relevant governmental authorities (each a “Sanctioned Jurisdiction”);

(c) Is owned or controlled by any person or entity described in (a) or (b);

(d) Accesses or uses the Services on behalf of any person or entity described in (a)–(c); or

(e) Is a resident of the United States of America.

Prohibited jurisdictions include, but are not limited to, the United States, Cuba, Iran, the Democratic People’s Republic of Korea, Syria, and certain Russian-occupied regions of Ukraine.

Users are solely responsible for ensuring compliance with all applicable laws in the jurisdictions in which they reside, are located, or access the Services. By using the Services, it is represented and warranted that these eligibility requirements are met and that the Services will not be used for any unlawful activity or prohibited purpose as described in Section 2.4.

2. Rights We Grant You

2.1. The VDEX Platform.

VDEX is a decentralized trading platform, currently in a beta phase, that supports fast, secure, and scalable trading of perpetual futures and other financial applications (the “VDEX Platform”). The VDEX Platform is part of the Services governed by these Terms. You acknowledge and agree that we make no representations or warranties with respect to the VDEX Platform or its underlying smart contracts, which are subject to potential upgrades and changes during the beta period. Certain elements of the VDEX Platform may be made publicly available under an open-source or source-available license, and these Terms do not override or supersede the terms of any such licenses. Notwithstanding anything to the contrary set forth herein, you agree that the terms of Section 6 (Disclaimers, Limitations of Liability, and Indemnification) apply, mutatis mutandis, to your use of the VDEX Platform.

2.2. Documentation.

The Services may display, include, or make available documentation, research, blog posts, images, videos, commentary, and other descriptions or materials related to the VDEX Platform and its community (collectively, “Documentation”). Such Documentation is considered part of the Services.

2.3. Right to Use Services

Virtual Labs, IBC grants a limited, revocable, non-transferable, non-sublicensable, and non-exclusive license to access and use the Services solely for personal or internal purposes, subject to full compliance with these Terms.

If any software, content, or other materials owned or controlled by Virtual Labs, IBC are provided or made available in connection with the Services (including Documentation), this license extends only to downloading, accessing, and displaying such materials as necessary to enable use of the Services as permitted under these Terms. No other rights are granted, whether expressly or by implication.

Access to the Services may, from time to time, be interrupted, suspended, or unavailable, including, without limitation, due to local internet providers, web services, equipment malfunctions, system updates, scheduled or unscheduled maintenance, repairs, or other actions deemed necessary by Virtual Labs, IBC in its sole discretion. Virtual Labs, IBC shall not be liable for any loss, damage, or inconvenience resulting from the inability to access or use the Services during such periods.

2.4. Restrictions on Your Use of the Services

Users shall not engage in any of the following activities in connection with access to or use of the Services, except where expressly permitted under applicable laws or regulations, or where prior written authorization has been granted by Virtual Labs, IBC:

(a) Modify, copy, distribute, transmit, display, perform, reproduce, duplicate, publish, license, create derivative works from, or offer for sale any information or materials obtained from or through the Services, other than temporary files automatically cached by a browser for display purposes or as otherwise expressly permitted under these Terms;

(b) Use, reproduce, alter, or remove any copyright, trademark, service mark, trade name, slogan, logo, image, or other proprietary notices displayed on or through the Services;

(c) Deploy automation tools, bots, scripts, crawlers, hacks, modifications, or any other unauthorized third-party software designed to access, manipulate, or alter the Services;

(d) Access or use the Services in a manner that could disable, overload, damage, disrupt, or impair the Services, or interfere with the proper functioning or use of the Services by others;

(e) Attempt to gain unauthorized access to, interfere with, damage, or disrupt the Services, or the systems, wallets, accounts, protocols, or networks connected to the Services;

(f) Circumvent, remove, alter, deactivate, degrade, or bypass any technological measures, security features, or content protections associated with the Services or related systems;

(g) Use any robot, spider, crawler, scraper, or other automated or manual process to access, extract, copy, monitor, or collect information or data from the Services without express authorization;

(h) Introduce any viruses, trojans, worms, logic bombs, or other materials that are malicious, harmful, or intended to compromise the security or integrity of the Services;

(j) Impersonate any other person or entity, including by misrepresenting affiliation with any individual or organization, while using the Services;

(k) Violate any applicable law, rule, or regulation in connection with access to or use of the Services; or

(l) Access or use the Services in any manner not expressly permitted by these Terms.

2.5. Interactions with Other Users on the Services

Users are solely responsible for interactions with other users on, through, or in connection with the Services. Virtual Labs, IBC reserves the right, but has no obligation, to monitor or become involved in such interactions. Virtual Labs, IBC disclaims all liability arising from or relating to any user interactions, whether online or offline, and is not responsible for the actions or inactions of any other user.

In the event of a dispute between users, each party releases Virtual Labs, IBC, its affiliates, officers, directors, employees, agents, and representatives from all claims, demands, and damages of any kind, known or unknown, suspected or unsuspected, arising out of or in any way connected to such dispute. By accepting these Terms, this release is made voluntarily and includes a waiver of any protections that would otherwise limit the scope of this release to known claims at the time of execution.

3. Ownership and Content

3.1. Ownership of the Services

The Services, including their overall “look and feel” (for example, text, graphics, images, logos, designs, user interfaces, and the arrangement of content), together with all proprietary content, information, source code, smart contract code, and other materials made available through the Services, are protected under applicable copyright, trademark, trade secret, and other intellectual property laws.

Virtual Labs, IBC, and/or its licensors retain all right, title, and interest in and to the Services and all associated intellectual property rights. No action may be taken that interferes with, infringes, or otherwise conflicts with such rights. Except for the limited, revocable license expressly granted under Section 2.3, no rights, title, or interest in or to the Services are granted, assigned, or otherwise transferred, whether by implication, estoppel, or otherwise. All rights not expressly granted under these Terms are reserved by Virtual Labs, IBC.

3.2. Ownership of Feedback

Any contribution made to the Services, including feedback, bug reports, suggestions for improvements, comments, or feature requests submitted to Virtual Labs, IBC, whether directly or through any forum, communication channel, or community platform (collectively, “Feedback”), confers no right, title, or interest to the contributor in either the Services or the Feedback itself.

All Feedback shall become the sole and exclusive property of Virtual Labs, IBC upon submission. By providing such Feedback, all rights, titles, and interests, including but not limited to any patent, copyright, trade secret, trademark, know-how, or moral rights, are irrevocably assigned to Virtual Labs, IBC. To the extent that any rights cannot be legally assigned (including moral rights), such rights are waived to the fullest extent permitted by law.

Virtual Labs, IBC shall have the unrestricted right to use, disclose, reproduce, license, distribute, or otherwise exploit any Feedback without limitation or obligation to provide compensation, attribution, or acknowledgment to the contributor.

4. Third-Party Services and Materials

4.1. Third-Party Services and Materials

The Services may display, include, link to, or otherwise provide access to services, content, data, information, applications, or materials from third parties, or provide links to external websites (collectively, “Third-Party Services and Materials”). These are provided solely as a convenience, and Virtual Labs, IBC does not endorse, control, or assume responsibility for their content or functionality.

Access to and use of Third-Party Services and Materials is governed exclusively by the terms, conditions, and policies of the relevant third-party providers. Virtual Labs, IBC makes no representations or warranties regarding, and shall bear no responsibility for any aspect of such Third-Party Services and Materials, including their availability, accuracy, legality, security, privacy practices, data handling, or processing activities.

Any interaction between you and a third-party provider is strictly between those parties, and you irrevocably waive any claim against Virtual Labs, IBC arising from or relating to such interaction. Virtual Labs, IBC shall not be liable for any damage, loss, or alleged harm resulting from access to, enablement of, or reliance on any Third-Party Services and Materials. Links or integrations provided through the Services do not imply endorsement of or responsibility by Virtual Labs, IBC.

5. Location of Our Privacy Policy and Other Policies

5.1. Privacy Policy

The Privacy Policy of Virtual Labs, IBC describes how information provided by users of the Services is collected, handled, and protected. A detailed explanation of the Organization’s privacy practices is available in the VDEX Privacy Policy, accessible via the Website or at the designated Privacy Policy section of www.vdex.trade.

6. Disclaimers, Limitations of Liability, and Indemnification

6.1. Disclaimers

(a) Access to and use of the Services (including any related Documentation) and, separately, interaction with the VDEX Platform are entirely at the user’s own risk. The Services are provided on an “AS IS” and “AS AVAILABLE” basis without any warranties of any kind, whether express, implied, or statutory.

To the maximum extent permitted under applicable law, Virtual Labs, IBC, its subsidiaries, affiliates, related companies, service providers, and their respective officers, directors, employees, contractors, consultants, advisors, agents, representatives, partners, and licensors (collectively, the “Organization Persons”) DISCLAIM ALL WARRANTIES AND CONDITIONS, including but not limited to:

• Title, merchantability, fitness for a particular purpose, non-infringement, accuracy, quality, reliability, performance, security, or suitability of the Services or the VDEX Platform;
• The absence of any defects, bugs, vulnerabilities, or errors, whether latent or apparent;
• Compatibility of the Services or the VDEX Platform with other applications, software, or systems;
• Protection of assets from theft, unauthorized access, exploits, cyber-attacks, or other forms of security breaches; and
• Continuous, uninterrupted, secure, or error-free availability of the Services or the VDEX Platform.

Nothing contained in the Services constitutes, nor is intended to constitute, financial, investment, legal, or professional advice. Users are solely responsible for obtaining independent professional advice before making any decisions based on information provided through the Services. No oral or written communications from any Organization Person shall create any warranty not expressly stated in these Terms.

(b) The laws of certain jurisdictions, including the Republic of Panama, may not allow limitations on implied warranties or exclusions of certain damages. In such cases, parts of this section may not apply, and users may have additional rights under applicable law.

6.2. Limitations of Liability

To the fullest extent permitted by applicable law:

(i) None of the Organization Persons shall be liable for any indirect, incidental, special, exemplary, consequential, or punitive damages. This includes, without limitation, damages for loss of profits, revenue, data, business opportunities, goodwill, or other intangible losses, even if advised of the possibility of such damages.

(ii) The aggregate liability of the Organization Persons for any claim, dispute, or cause of action arising out of or relating to the Services or these Terms shall not exceed the greater of:

1. One hundred U.S. dollars ($100.00);
2. The total amount paid by the user to Virtual Labs, IBC, if any, during the three (3) months immediately preceding the claim; or
3. The statutory remedy available under applicable law.

These limitations apply to all causes of action, whether based in contract, tort (including negligence), strict liability, or any other legal theory, and even if any remedy fails of its essential purpose.

6.3. Assumption of Risks

By accessing or using the Services or the VDEX Platform, users represent and warrant that they:

• Possess sufficient knowledge and understanding of blockchain technology, decentralized finance (DeFi), cryptocurrencies, smart contracts, and associated risks;
• Acknowledge that interactions with decentralized systems carry inherent risks, including but not limited to loss of funds, price volatility, exploits, system malfunctions, software bugs, cyber-attacks, and adverse regulatory actions; and
• Understand that the beta status of the VDEX Platform introduces additional risks, including potential contract upgrades, functionality changes, and temporary operational restrictions such as withdrawal delays.

Users assume full responsibility for all risks associated with the use of the Services and agree that Virtual Labs, IBC shall not be liable for any resulting losses.

6.4. Indemnification

Users agree to indemnify, defend, and hold harmless Virtual Labs, IBC, and all Organization Persons from and against any claims, liabilities, damages, losses, costs, and expenses (including reasonable legal fees) arising out of or related to:

(a) Violation of these Terms or applicable laws or regulations;

(b) Use or misuse of the Services or the VDEX Platform;

(c) Violation of the rights of any third party; or

(d) Negligence, fraud, willful misconduct, or dishonest acts by the user.

Virtual Labs, IBC reserves the right, at its sole discretion, to assume the exclusive defense and control of any matter subject to indemnification, in which case users agree to fully cooperate in asserting all available defenses.

6.5. Third-Party Beneficiaries

Users and Virtual Labs, IBC acknowledge and agree that the Organization Persons (other than Virtual Labs, IBC itself) are intended third-party beneficiaries of these Terms, including but not limited to the provisions of Sections 2.5, 6, and 7. Such parties shall have the right to enforce the terms that expressly confer rights or protections upon them.

6.6. Third-Party Rights

Any Organization Person who is not a direct party to these Terms may enforce any rights granted to it pursuant to these Terms as if it were a party to these Terms. Except as expressly provided in this paragraph, no person who is not a party to these Terms shall have any rights to enforce or rely on any provision under these Terms. Notwithstanding any provision to the contrary, the consent of or notice to any person who is not a party to this Agreement shall not be required for any termination, rescission, waiver, variation, release, or settlement of these Terms at any time.

7. Arbitration and Class Action Waiver

7.1. Read This Section Carefully

This section may significantly affect your legal rights, including your right to file a lawsuit in court and to have a jury decide your claims. It establishes procedures for mandatory binding arbitration and a waiver of class actions and collective proceedings.

7.2. Informal Dispute Resolution First

You and Virtual Labs, IBC agree that in the event of any dispute, claim, or controversy between you and any Organization Person relating to these Terms or the Services, both parties will first attempt to resolve the matter informally and in good faith before initiating arbitration or other legal proceedings. The party raising the dispute must provide the other party with a written notice describing the claim, after which the receiving party will have 30 days to respond.

Nothing in this section prevents either party from seeking temporary or provisional relief from a competent court where necessary to protect rights or property.

7.3. Arbitration Agreement and Class Action Waiver

If the informal dispute resolution process does not resolve the matter, any remaining dispute, controversy, or claim (collectively, “Claim”) arising out of or related to the Services, the VDEX Platform, or these Terms shall be resolved by final and binding arbitration, conducted in the English language.

Arbitration will be administered by JAMS or another internationally recognized arbitration provider, following its Comprehensive Arbitration Rules and Procedures (the “Rules”) in effect at the time. Legislation concerning arbitration in the Republic of Panama or other applicable jurisdictions may govern arbitrability and enforcement of this section.

The arbitration will be conducted by a single neutral arbitrator, and the seat of arbitration shall be Panama City, Republic of Panama, unless both parties mutually agree on a different location. Judgment on the arbitration award may be entered in any court of competent jurisdiction.

All arbitration proceedings under these Terms shall be conducted on an individual basis only. Class arbitrations, class actions, collective actions, mass arbitrations, or representative proceedings of any kind are not permitted. By agreeing to these Terms, you and Virtual Labs, IBC waive any right to participate in or bring claims as a plaintiff or class member in any purported class, consolidated, or representative proceeding.

7.4. Batch Arbitration

To improve efficiency, if 100 or more substantially similar individual Claims are filed against Organization Persons by or with assistance from the same law firm or entity within a 30-day period, the arbitration provider shall:

1. Administer arbitration demands in batches of up to 100 Claims per batch (with any remaining Claims forming the final batch);
2. Appoint a single arbitrator for each batch; and
3. Conduct each batch as a single consolidated arbitration with one set of filing and administrative fees per side, one procedural schedule, and one hearing (if necessary).

Claims will be considered “substantially similar” if they arise from the same event or factual scenario and present the same or materially similar legal issues seeking similar relief.

If the parties disagree on whether Claims qualify for batch arbitration, the arbitration provider will appoint an Administrative Arbitrator to determine applicability. The Administrative Arbitrator’s decision will be final and binding. Fees for the Administrative Arbitrator will be borne by Virtual Labs, IBC.

This provision does not authorize class or collective arbitration but streamlines individual arbitrations for efficiency.

7.5. Exceptions

Notwithstanding the foregoing arbitration agreement, you and Virtual Labs, IBC agree that the following types of disputes may be brought before a court of competent jurisdiction in the Republic of Panama, provided that such disputes are brought individually and not as a class, consolidated, or representative action:

(i) Disputes or claims that fall within the jurisdiction of a Panamanian summary court or equivalent judicial authority, consistent with applicable jurisdictional and value limits;

(ii) Disputes or claims where the sole form of relief sought is injunctive relief (including public injunctive relief), meaning a court order to stop or require specific actions, rather than monetary damages; or

(iii) Intellectual property disputes, including those involving patents, copyrights, trademarks, trade secrets, or other proprietary rights of Virtual Labs, IBC or its affiliates.

7.6. Costs of Arbitration

Any dispute, controversy, or claim arising out of or relating to this Agreement that cannot be resolved amicably between the Parties shall be solely and finally settled by arbitration administered by JAMS, or another arbitration association mutually agreed upon by the Parties, in accordance with its commercial arbitration rules. The arbitration shall be conducted in English, and the arbitrators shall apply the laws of The Republic of Panama. Judgment on the award rendered by the arbitrators may be entered in any court of competent jurisdiction.

The arbitrators' decision shall be final, binding, and issued in writing with written findings of fact. The arbitrators may award monetary damages but shall not be empowered to grant consequential, incidental, indirect, special, exemplary, or punitive damages, or specific performance. Except as otherwise provided herein, each Party shall bear its own costs related to the arbitration, regardless of the outcome.

Filing, administrative, and arbitrator fees shall be governed by the rules of the arbitration provider. If the arbitrator determines that your claim was frivolous or brought for an improper purpose, you agree to reimburse Virtual Labs, IBC for any attorney’s fees, costs, or fees associated with the arbitration.

If you prevail in arbitration but are awarded less than the final written settlement offer made by Virtual Labs, IBC prior to the appointment of the arbitrator, Virtual Labs, IBC shall only be obligated to pay the amount awarded. The arbitrator may resolve disputes regarding the allocation or reimbursement of arbitration costs at any point during the proceedings or within fourteen (14) days following the issuance of the final award.

This arbitration clause constitutes the exclusive mechanism for resolving disputes under this Agreement, except that either Party may seek preliminary injunctive or equitable relief in a court of competent jurisdiction if reasonably necessary to prevent irreparable harm.

Attorney’s Fees. If either Party incurs legal fees in connection with enforcing this Agreement or any of its rights hereunder, the prevailing Party shall be entitled to recover its reasonable attorney’s fees and associated arbitration, court, or mediation expenses from the other Party.

Collection Costs. If Virtual Labs, IBC incurs any costs, including reasonable attorney’s fees or third-party collection service fees, in connection with recovering any payments due under this Agreement, the Client agrees to fully reimburse such expenses.

7.7. Waiver of Right to Bring Class Action and Representative Claims

To the maximum extent permitted by applicable law, you and Virtual Labs, IBC agree that, except as expressly provided in Section 7.4 (Batch Arbitration), any dispute, claim, or controversy must be brought solely in an individual capacity and not as part of any class, consolidated, multiple-plaintiff, or representative action or proceeding (“Class Action”).

You and Virtual Labs, IBC expressly waive any right to participate as a plaintiff, class member, or representative in any Class Action in arbitration or in court. The arbitrator shall have no authority to combine or aggregate claims, preside over any form of Class Action, or award relief to anyone other than the individual parties in arbitration.

For the avoidance of doubt, this does not prevent you from seeking public injunctive relief to the extent authorized by law and consistent with Section 7.5 (Exceptions).

If this Class Action Waiver is found to be unenforceable, then, unless both parties agree otherwise, the arbitration agreement in Section 7 shall be null and void for that proceeding, and any such dispute must be brought in a court of competent jurisdiction in the Republic of Panama.

8. Additional Provisions

8.1. Updating These Terms

Virtual Labs, IBC reserves the right to modify these Terms periodically. Any amendments will be reflected by updating the “Last Revised” date at the beginning of this document. In the event of material changes, reasonable efforts will be made to notify affected users, such as by posting a notice on the Website or through other appropriate communication channels.

Users are responsible for reviewing these Terms periodically to remain informed of updates. Amendments will take effect upon posting, or on a later date specified in the revised Terms. No amendment shall apply retroactively to a dispute for which arbitration or legal proceedings were initiated before the effective date of such amendment.

8.2. Suspension and Termination

All licenses granted under these Terms shall terminate automatically in the event of a material breach.

In addition, Virtual Labs, IBC may, in its sole discretion, suspend or terminate access to the Services, with or without notice, for any reason, including, without limitation:

(i) Engagement in prohibited activities described in Section 2.4;

(ii) Provision of incomplete, false, or misleading information;

(iii) Breach of any portion of these Terms; or

(iv) Circumstances where suspension or termination is deemed necessary to ensure compliance with applicable law, regulation, internal policy, or these Terms.

Clauses which, by their nature, are intended to survive termination, including but not limited to ownership provisions, warranty disclaimers, limitations of liability, and dispute resolution provisions, shall remain in full effect. Termination shall not limit any other rights or remedies available to Virtual Labs, IBC at law or in equity.

8.3. Injunctive Relief

A breach or threatened breach of these Terms may cause irreparable harm to Virtual Labs, IBC, for which monetary damages would not constitute an adequate remedy. In such cases, Virtual Labs, IBC shall be entitled to seek equitable relief, including injunctions and specific performance, in addition to any other remedies available under applicable law, without the requirement to post a bond or other security.

8.4. Force Majeure

Virtual Labs, IBC shall not be liable or deemed in breach of these Terms for any failure or delay in performing its obligations or providing the Services caused by events beyond its reasonable control. Such events include, but are not limited to:

• Natural disasters, fire, flood, earthquake, or other acts of nature;
• Epidemics, pandemics, war, terrorism, riots, or civil unrest;
• Government actions, sanctions, embargoes, or regulatory restrictions;
• Labor disputes, power outages, internet disruptions, technical failures, cyber-attacks, or other similar unforeseen events.

Obligations affected by a force majeure event shall be suspended for the duration of the event, and no liability shall arise as a result of such delay or failure.

8.5. Miscellaneous

If any provision of these Terms is held to be invalid, unlawful, or unenforceable, that provision shall be severed, and the remaining provisions shall continue in full force and effect.

These Terms and any licenses granted under them may be assigned by Virtual Labs, IBC to an affiliate or successor entity without restriction. No assignment or transfer of these Terms by a user is permitted without the prior written consent of Virtual Labs, IBC.

No failure or delay in exercising any rights or remedies under these Terms shall constitute a waiver of such rights or remedies. Section headings are provided for reference only and have no legal or contractual effect.

8.6. Governing Law and Jurisdiction

These Terms shall be governed by and construed in accordance with the laws of the Republic of Panama, without regard to conflict of law principles.

Subject to the arbitration provisions in Section 7, any disputes arising out of or relating to these Terms, the Services, or any related transactions shall fall under the exclusive jurisdiction of the competent courts of Panama City, Republic of Panama. The parties hereby consent to the personal jurisdiction of these courts for such proceedings.

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