Terms of use

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Effective Date: 5 January 2026
Last Updated: 19 December 2025

IMPORTANT NOTICE: BINDING ARBITRATION & WAIVER OF RIGHTS
THIS AGREEMENT CONTAINS A BINDING ARBITRATION CLAUSE AND A WAIVER OF CLASS ACTION RIGHTS IN CLAUSE 19. IT GOVERNS HOW DISPUTES BETWEEN YOU AND MIYI ARE RESOLVED. BY AGREEING, YOU WAIVE YOUR RIGHT TO A JURY TRIAL AND TO PARTICIPATE IN CLASS ACTIONS. PLEASE READ IT CAREFULLY.

1. ACCEPTANCE OF TERMS

1.1. Agreement. These Terms of Service ("Terms") are a legally binding contract between you ("User," "you," "your") and VeroCielo AI Trading Technologies Inc., a corporation organized under Panamanian law with RUC 155772480-2-2025 ("VeroCielo," "we," "us," "our") trading under the brand name MIYI. They govern your access to our website (www.miyi.io), mobile applications, APIs, and all related services (collectively, the "Platform" or "Services").

1.2. Mandatory Acceptance Process. To create an account, you must complete the following acceptance process.

STEP A: INDIVIDUAL ACKNOWLEDGMENTS
You must read and affirm the following by checking each box:

[ ] I acknowledge that I have read the MIYI Risk Disclosure Statement and understand that trading digital assets carries a high risk of financial loss, including the total loss of my investment.
[ ] I acknowledge that I have read Clause 19 and understand it contains a BINDING ARBITRATION AGREEMENT AND CLASS ACTION WAIVER.
[ ] I acknowledge that I am solely responsible for complying with all applicable tax laws related to my activity on the Platform.

STEP B: FINAL AND BINDING AGREEMENT
After completing Step A, you must provide your final agreement.

[ ] By checking this box, I confirm that I have read, understood, and voluntarily agree to be bound by the full MIYI Terms of Service, Privacy Policy, and Risk Disclosure Statement. I specifically and irrevocably agree to the Arbitration Agreement in Clause 19.

[ I AGREE AND CREATE ACCOUNT ] [ I DECLINE ]

1.3. Effect of Agreement. Clicking "I AGREE AND CREATE ACCOUNT" creates a binding contract. Clicking "I DECLINE" terminates the process.
1.4. Other Means of Acceptance. Accessing or using the Services after being provided these Terms also constitutes acceptance.
1.5. Modifications. We may modify these Terms. We will provide notice of material changes via email or platform notification. Your continued use after the effective date constitutes acceptance of the new Terms.

2. ACCOUNT REGISTRATION AND SECURITY

2.1. Eligibility. You must be at least 18 years old, have legal capacity, and not be a resident of a Restricted Jurisdiction (see Clause 2.2).
2.2. Prohibited Jurisdictions. You may not use the Services if you are located in, or a citizen/resident of, any jurisdiction where our Services are illegal or where we, in our sole discretion, choose not to offer them.
2.3. Account Information. You must provide accurate, complete, and current information and promptly update it. We may require verification (KYC) and reject applications.
2.4. Security. You are solely responsible for all activity under your account, maintaining the confidentiality of your credentials and API keys, and immediately notifying us of any unauthorized access.

3. THE MIYI PLATFORM: DESCRIPTION OF SERVICES

MIYI provides a digital asset technology platform offering the following core services:
3.1. Crypto Asset Exchange. A platform for the exchange of one type of crypto asset for another. MIYI does NOT support the trading of security tokens or any other financial instruments regulated as securities. The availability of specific crypto assets is at our sole discretion.
3.2. Contracts Market. A platform for entering into derivative contracts based on the price of underlying crypto assets. These may include, but are not limited to, futures and perpetual contracts.
3.3. Token Swap. A service that allows for the direct, automated exchange (swapping) of one crypto token for another.
3.4. Prediction Market. A platform for trading contracts whose settlement value is tied to the outcome of specific future events.
3.5. Nature of Services. MIYI provides the technological infrastructure for these services. For transactions on the Exchange and Contracts Market, MIYI typically acts as the counterparty unless otherwise stated in specific product terms. MIYI provides an execution-only service and does not provide financial, investment, or tax advice.

4. RISK DISCLOSURE

4.1. General Trading Risk. Digital asset markets are volatile. You may lose your entire investment. Prices can fluctuate rapidly.
4.2. Technology Risk. Services may be disrupted by software bugs, cyber-attacks, network failures, or third-party service provider issues.
4.3. Regulatory Risk. The regulatory status of digital assets is unsettled in many jurisdictions. Changes in law may adversely affect the value, use, or transfer of digital assets or our ability to offer Services.
4.4. Third-Party Risk. Our Services may rely on or integrate with third parties (e.g., liquidity providers, cloud hosts). We are not liable for their acts, omissions, or service terms.
4.5. No Guarantee. WE EXPLICITLY DISCLAIM ANY GUARANTEE OF PROFITS OR INVESTMENT RETURNS. YOU USE THE SERVICES AT YOUR SOLE RISK.

5. USER OBLIGATIONS AND ACCEPTABLE USE

5.1. Lawful Use. You will use the Services only for lawful purposes and in compliance with all applicable laws, including financial, anti-money laundering (AML), counter-terrorist financing (CFT), and tax laws.
5.2. Prohibited Conduct. You agree not to:
a. Engage in market manipulation (e.g., wash trading, spoofing).
b. Use the Services for illegal arbitrage, disruptive scalping, or any activity we deem abusive.
c. Reverse-engineer, decompile, or copy our proprietary technology.
d. Transmit malware or attempt to gain unauthorized access to our systems.
e. Use the Services for any activity on our Prohibited Businesses list (available upon request).

6. FEES AND PAYMENTS

6.1. You agree to pay all applicable fees as published on our Fee Schedule. Fees may include trading, contract, and network withdrawal fees.
6.2. We may deduct fees automatically from your account balance. All fees are non-refundable unless required by law.
6.3. We reserve the right to change the Fee Schedule with prior notice.

7. INTELLECTUAL PROPERTY

7.1. Ownership. We own all intellectual property rights in the Platform, Services, software, and all related content. All rights not expressly granted are reserved.
7.2. License. We grant you a limited, non-exclusive, non-transferable, and revocable license to access and use the Services for their intended purpose under these Terms.

8. PRIVACY

Your privacy is governed by our separate Privacy Policy, which is incorporated into these Terms by reference. You consent to our collection, use, and disclosure of information as described therein.

9. TERMINATION AND SUSPENSION

9.1. By You. You may close your account by following our procedures, settling all obligations, and withdrawing eligible assets.
9.2. By Us. We may suspend or terminate your access immediately if: (a) you breach these Terms; (b) we suspect fraudulent or illegal activity; (c) required by law; or (d) for operational or security reasons.
9.3. Effect. Upon termination, your right to use the Services ceases immediately. We are not liable for any loss resulting from termination.

10. DISCLAIMER OF WARRANTIES

THE SERVICES ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. TO THE FULLEST EXTENT PERMITTED BY LAW, WE DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. WE DO NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, OR SECURE.

11. LIMITATION OF LIABILITY

11.1. TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT SHALL MIYI, ITS AFFILIATES, OR THEIR DIRECTORS, OFFICERS, OR EMPLOYEES BE LIABLE FOR:
a. ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES; OR
b. ANY LOSS OF PROFITS, REVENUE, DATA, OPPORTUNITY, OR GOODWILL; OR
c. ANY DAMAGES RELATED TO YOUR USE OR INABILITY TO USE THE SERVICES.
11.2. OUR TOTAL AGGREGATE LIABILITY SHALL NOT EXCEED THE TOTAL FEES YOU HAVE PAID TO US IN THE SIX (6) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM, OR ONE HUNDRED US DOLLARS (US$100), WHICHEVER IS GREATER.

12. INDEMNIFICATION

You agree to indemnify and hold MIYI, its affiliates, and their personnel harmless from any claims, damages, losses, or expenses (including reasonable legal fees) arising from: (a) your breach of these Terms; (b) your use of the Services; or (c) your violation of any law or third-party rights.

13. TAX RESPONSIBILITY

You are solely responsible for determining what, if any, taxes apply to your transactions and for reporting and remitting the correct tax to the appropriate authorities.

14. COMPLIANCE WITH LAWS; AML/CFT

You must comply with all applicable laws. We maintain an AML/CFT program and may require information from you, refuse transactions, or terminate accounts to comply with law, including sharing information with authorities like Panama's Financial Analysis Unit (UAF).

15. FORCE MAJEURE

We are not liable for any failure or delay in performance due to circumstances beyond our reasonable control, including acts of God, war, terrorism, embargoes, riots, strikes, internet or utility failures, or government actions.

16. GENERAL PROVISIONS

16.1. Entire Agreement. These Terms constitute the entire agreement between you and MIYI.
16.2. Severability. If any provision is held invalid or unenforceable, the remaining provisions remain in full force.
16.3. Assignment. You may not assign your rights under these Terms. We may assign ours in connection with a merger or sale of assets.
16.4. No Waiver. Our failure to enforce a right is not a waiver of that right or any other.

17. GOVERNING LAW

These Terms, and any non-arbitrable dispute, shall be governed by and construed in accordance with the laws of England and Wales, without regard to its conflict of law principles.

18. PRE-ARBITRATION NOTICE & OPT-OUT RIGHT

18.1. Notice of Dispute. Before filing for arbitration, the complaining party must send a written "Notice of Dispute" to legal-notice@miyi.io describing the claim and desired relief. The parties must attempt to resolve the dispute informally for 30 days after the notice is received.
18.2. Opt-Out Right. You may opt out of this Arbitration Agreement (Clause 19) within 30 days of agreeing to these Terms by sending a valid written notice to: VeroCielo AI Trading Technologies Inc., Attn: Arbitration Opt-Out, Calle 50 Edificio Solendeg, Ciudad de Panama, Republica de Panama, with a mandatory copy emailed to arbitration-optout@miyi.io. The notice must include your full name, the email associated with your MIYI account, and a clear statement of your intent to opt out.

19. BINDING ARBITRATION AGREEMENT

19.1. Agreement to Arbitrate. You and MIYI agree to resolve any Dispute through final, binding, individual arbitration, not in court. "Dispute" means any controversy relating to these Terms, the Services, or your account.
19.2. Waiver of Class Action. Disputes must be brought on an individual basis. YOU WAIVE THE RIGHT TO: (A) A TRIAL BY JUDGE OR JURY; (B) PARTICIPATE IN A CLASS, COLLECTIVE, OR REPRESENTATIVE ACTION; AND (C) ACT AS A PRIVATE ATTORNEY GENERAL.
19.3. Arbitration Rules. Arbitration will be administered by the Singapore International Arbitration Centre ("SIAC") under its rules. The seat of arbitration is Singapore. The language is English. The tribunal will consist of one arbitrator.
19.4. Enforcement. Any arbitral award may be enforced in any court of competent jurisdiction.

For questions, contact: VeroCielo AI Trading Technologies Inc., Calle 50 Edificio Solendeg, Ciudad de Panama, Republica de Panama, or email us at info@miyi.io.