Terms of Service

Article 1 (Purpose)

These Terms of Service (the "Terms") set out the conditions for using VPawn, the service available at vpawn.io. VPawn is operated by V Pawn Trading Limited, a company incorporated in Hong Kong (Company No. 77652638, BR No. 77652638-000), with its registered address at Room 409, Beverley Commercial Centre, 87-105 Chatham Road South, Tsim Sha Tsui, Hong Kong (the "Company"). Value Blockchain Group Corp., a company incorporated in Panama, is an affiliated company of the Company.

Article 2 (Definitions)

1. "Service" means the VPawn technology platform at vpawn.io and all related pages and functions provided by the Company.

2. "Member" means a person who has completed registration under Article 5 and uses the Service under these Terms.

3. "Partner Pawnshop" means a pawnshop that holds a valid pawnbroking licence in its own jurisdiction and has been onboarded by the Company to issue Pawn Ticket NFTs on the Service.

4. "Pawn Ticket" means the ticket issued by a Partner Pawnshop to its customer when the customer pledges an item under the pawnshop's own pawn terms.

5. "Pawn Ticket NFT" means a non-fungible token on a blockchain that represents one entire Pawn Ticket.

6. "Issuance" means the creation of a Pawn Ticket NFT on the Service by a Partner Pawnshop, with the consent of the customer holding the Pawn Ticket.

7. "Holder Rights" means the rights under the underlying Pawn Ticket, to the extent defined by the pawn terms of the issuing Partner Pawnshop.

8. "Launchpad" means the part of the Service where Pawn Ticket NFTs issued by a Partner Pawnshop are offered in a primary sale.

9. "Marketplace" means the part of the Service where Members trade Pawn Ticket NFTs directly with one another in secondary, customer-to-customer (C2C) trades.

10. "Payment" means the transfer of a payment asset from a buyer to a seller for the purchase of a Pawn Ticket NFT, settled by Smart Contract.

11. "Wallet" means a non-custodial blockchain wallet that a Member connects to the Service or creates on the Service.

12. "Smart Contract" means the program deployed on a blockchain that executes sales, Payment settlement and automatic fee deduction on the Service.

13. "Digital Asset" means a crypto-asset or token, including a Pawn Ticket NFT and any asset used for Payment.

14. "Service Fee" means the fee set by the Company and published on the Fees page at /fees.

Article 3 (Posting and Amendment)

1. The Company will post these Terms on the Service.

2. The Company may amend these Terms. An amendment will be announced on the Service at least 7 days before it takes effect.

3. An amendment that is unfavourable to Members will be announced at least 30 days before it takes effect.

4. A Member who does not agree to an amended version may stop using the Service before the amendment takes effect. Continued use of the Service after the effective date is treated as acceptance of the amendment.

Article 4 (Interpretation)

1. These Terms are interpreted in accordance with the laws of Hong Kong.

2. Matters not covered by these Terms are governed by the Privacy Policy (/privacy-policy), the General Risk Warning (/global-risk-warning), the Refund Policy (/refund-policy), the Customer Dispute Resolution Policy (/dispute-resolution-policy), the Takedown Policy (/takedown-policy), and the laws of Hong Kong.

Article 5 (Membership)

1. To become a Member, a person must provide an email address and connect or create a Wallet.

2. The Service is not available to minors. The minimum age for use is 18 years of age.

3. The Service is not available to persons located in, or residing in, a restricted country. Restricted countries are countries and territories subject to international sanctions, and any jurisdiction where use of the Service is prohibited under the laws of Hong Kong.

4. The company does not collect identity verification documents. For card payments, identity verification is carried out by Wert under its own terms.

5. The Company may refuse or cancel a registration if the applicant provides false information, breaches these Terms, or is subject to a restriction under paragraph 2 or 3.

Article 6 (Member Information)

1. A Member must keep the email address registered with the Service accurate and up to date.

2. A Member is responsible for the security of the account credentials, the connected Wallet and any device used to access the Service.

3. A Member must notify the Company without delay if the Member becomes aware that another person has accessed the Member's account without permission.

Article 7 (Personal Information)

The Company handles personal information in accordance with the Privacy Policy at /privacy-policy and the Personal Data (Privacy) Ordinance (Cap. 486) of Hong Kong.

Article 8 (Notices)

1. The Company will notify Members by posting on the Service or by sending an email to the address registered by the Member.

2. A notice to all Members may be given by posting on the Service for 7 days or more.

3. Members may contact the Company at info@vpayv.com.

Article 9 (Company's Duties)

1. The Company will operate the Service in a continuous and stable manner, to the extent reasonably possible.

2. The company does not store or have access to members' wallet private keys. Members are solely responsible for their wallets.

3. The Company will handle Members' personal information in accordance with the Privacy Policy.

Article 10 (Members' Duties)

A Member must not:

1. provide false information or use the name or identity of another person;

2. offer, pledge or use a Pawn Ticket NFT as collateral for any loan or obligation;

3. use the Service for money laundering, terrorist financing, fraud or any other unlawful purpose;

4. infringe the intellectual property or other rights of any person;

5. interfere with the Service, including by attacking Smart Contracts, manipulating transactions or using automated tools to disrupt the Service;

6. issue, offer or trade a divided NFT or any content prohibited under Article 13;

7. circumvent any restriction of the Service or any restriction on access from a restricted country; or

8. do anything else that violates these Terms, applicable law or public order.

Article 11 (Provision and Suspension of Service)

1. The Service is provided on a continuous basis, but the Company may suspend all or part of the Service for maintenance, system failure, blockchain or network disruption, a security incident, or any other reason that makes continued operation impracticable.

2. The Company will notify Members in advance of a suspension where reasonably possible, and without delay afterwards where advance notice is not possible.

3. The Company may suspend or end any function of the Service, including the Marketplace, where it considers this necessary to protect Members or the Service.

Article 12 (Nature of the Service)

1. The Service is a technology platform that allows Pawn Ticket NFTs issued by Partner Pawnshops to be transferred between wallets. The Company is not a party to any pawn loan.

2. The Service is currently in a testing phase. The Company has not yet started live operation with any Partner Pawnshop, and no NFT has been sold to the public. All transactions to date are internal tests.

3. Before live operation, the Company will onboard pawnshops that hold a valid pawnbroking licence. Pawn loans, appraisal, custody of pledged items and redemption will be provided by Partner Pawnshops under their own licences after live operation begins.

4. A Member who cannot visit the issuing Partner Pawnshop in person may request through the Service that the pledged item be delivered to them. Delivery is arranged on behalf of the Partner Pawnshop, the delivery fee is shown before the request is made, and the delivery details are handled under the Privacy Policy.

Article 13 (Issuance of Pawn Ticket NFTs)

1. Pawn Ticket NFTs may be issued on the Service by Partner Pawnshops that hold a valid pawnbroking licence.

2. The following may not be issued, offered or traded on the Service: divided or fractional NFTs; NFTs representing real estate, securities or rights to income; and NFTs that promise income or a gain in price.

3. A Partner Pawnshop must issue a Pawn Ticket NFT solely with the consent of the customer holding the underlying Pawn Ticket.

4. The Company may remove or suspend any NFT that does not meet this Article.

Article 14 (Pawn Tickets and Partner Pawnshops)

1) Only licensed partner pawnshops may issue NFTs on the service. Each NFT represents one entire pawn ticket and may not be divided.

2) All pawn loans, appraisal, custody of pledged items and redemption are provided by the issuing partner pawnshop under its own pawnbroking licence and pawn terms. The company is not a party to any pawn loan.

3) The company does not hold any banking, lending, pawnbroking or securities licence, and does not make loans, take deposits or hold pledged items.

4) NFTs on the service are not investment products, deposits or securities and do not pay interest, dividends or any other return.

5) The service does not provide lending, borrowing, staking or any function that uses NFTs as collateral. Members may not use the service to pledge NFTs as collateral.

Article 15 (Launchpad and Marketplace)

1. On the Launchpad, a Partner Pawnshop will offer the Pawn Ticket NFTs it has issued in a primary sale.

2. On the Marketplace, Members trade Pawn Ticket NFTs directly with one another in C2C trades. The Company is not a party to any trade between Members.

3. The Company may suspend the Marketplace under Article 11.

4. A Member who buys a Pawn Ticket NFT is responsible for reading the pawn terms of the issuing Partner Pawnshop that apply to the underlying Pawn Ticket.

5. The Marketplace may also list digital game items issued by the Company's game partners ("Partner Items"). Partner Items are not Pawn Tickets, do not represent any pledged item, and are governed by the issuing game partner's own terms as well as these Terms.

Article 16 (Payment)

1. Payments for all purchases on the service, including primary sales on the launchpad and secondary trades on the marketplace, are settled directly from the buyer to the seller's wallet by smart contract. The company does not receive, hold or transfer payment funds.

2. Card payments are processed by Wert (SHA2 Solutions OÜ) as merchant of record. Wert executes the purchase through the smart contract, and the payment is settled directly to the seller's wallet. Card payments are also subject to Wert's terms.

3. Service fees set by the company, as published on the Fee page, may be deducted automatically by the smart contract at the time of the transaction.

4. A blockchain transaction cannot be cancelled or reversed once it is confirmed. Members must check the details of each transaction before they confirm it.

Article 17 (Fees)

1. Fees for using the service are published on the Fee page of the website. The company will announce any change to the fees at least 7 days before it takes effect.

2. The current Service Fee is published at /fees.

Article 18 (Cancellation and Refunds)

1. Because blockchain transactions cannot be reversed and the Company does not hold payment funds, the Company does not refund the purchase price of a Pawn Ticket NFT.

2. A transaction whose Payment was not settled, and a card payment refund or chargeback, are handled under the policies of Wert as merchant of record.

3. The scope, deadlines and methods are set out in the Refund Policy at /refund-policy. The deadline for requesting a refund is 14 days from the payment date.

Article 19 (Customer Dispute Resolution)

1. A Member may submit a complaint or dispute about the Service to info@vpayv.com.

2. The Company will acknowledge a submission within 3 business days and will issue its response within 30 days of receiving it.

3. The procedure and escalation steps are set out in the Customer Dispute Resolution Policy at /dispute-resolution-policy.

Article 20 (Intellectual Property and Takedown)

1. The Service, its design, software and content created by the Company belong to the Company or its licensors. A Member may not copy or use them without the Company's written consent.

2. A Member who submits content to the Service confirms that the Member has the right to do so.

3. The Company respects intellectual property rights and follows the notice-and-takedown procedure of the US Digital Millennium Copyright Act (DMCA).

4. A request to remove infringing content is made under the Takedown Policy at /takedown-policy.

Article 21 (Disclaimers)

1. The Company provides the Service on an "as is" and "as available" basis.

2. The Company is not responsible for the acts or omissions of any Partner Pawnshop, including its pawn loans, appraisal, custody of pledged items and redemption.

3. The Company is not responsible for loss caused by blockchain network failure, Smart Contract defects, loss of a Wallet or private key, mistaken transactions, changes in the price of payment assets, or the acts of third parties, including Wert.

4. The Company does not promise that any Pawn Ticket NFT will keep any value or can be resold.

5. The Company is not responsible for disputes between Members, or between a Member and a Partner Pawnshop.

6. The risks of using the Service are described in the General Risk Warning at /global-risk-warning.

Article 22 (Restrictions on Use and Termination)

1. A Member may stop using the Service and close the Member's account at any time by notifying the Company at info@vpayv.com.

2. The Company may restrict a Member's use of the Service, or terminate the Member's account, if the Member breaches these Terms or applicable law, or if the Company is required to do so by law or by a competent authority.

3. Termination of an account does not affect Pawn Ticket NFTs held in the Member's Wallet, which the Company does not control.

4. Provisions that by their nature should continue after termination, including Articles 21, 23 and 24, continue to apply.

Article 23 (Limitation of Liability)

1. To the maximum extent permitted by law, the Company is not liable for any indirect, incidental, special or consequential loss, or for loss of expected gain, arising from the use of or inability to use the Service.

2. Nothing in these Terms excludes liability that cannot be excluded under the laws of Hong Kong.

3. The Company is not liable for any failure to perform caused by events beyond its reasonable control, including blockchain network disruption, attacks on Smart Contracts, failure of a third-party provider, or acts of government.

Article 24 (Governing Law and Jurisdiction)

1. These Terms are governed by the laws of Hong Kong.

2. The courts of Hong Kong have jurisdiction over any dispute arising out of or in connection with these Terms or the Service.

Article 25 (Effective Date)

These Terms take effect on 13 November 2026.