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Terms and Conditions

Last updated: 30 September 2025 (UTC+4, Dubai)

Welcome to vasouk, a community marketplace operated by vasouk Technologies FZCO (the “Company”), registered in the United Arab Emirates. These Terms & Conditions (“Terms”) govern your use of myupgrd.com and related applications, dashboards, tools, and services (together, the “Platform”). By accessing or using the Platform, you agree to these Terms and our Privacy Policy. If you do not agree, please do not use the Platform.

1. Definitions

  • Platform: myupgrd.com and any associated apps, dashboards, tools, and services operated by us.
  • User: any person or entity using the Platform, including Customers, Promoters, and Vendors.
  • Customer: a User who purchases products or services on the Platform.
  • Promoter / ProVAP member: a User participating in the ProVAP (Promoter Value Appreciation Program).
  • Vendor: a User listing and selling products or services via the Platform.
  • Digital Goods: non-tangible items such as online courses, downloadable files, access codes, and Digital Collectibles.
  • Digital Collectibles: unique, verifiable digital items (our vaNFTs) used within the vasouk ecosystem to unlock utilities such as staking multipliers and ProVAP boosts. They are experience/enabler assets, not financial instruments.
  • $VATO: our utility loyalty token used to grant access, rewards, and program benefits within the ecosystem. $VATO is designed for utility and loyalty purposes only.
  • PRP (ProVAP Rewards Pool): the quarterly loyalty bonus program for eligible ProVAP members, funded from vasouk marketplace fees as described in Section 6.
  • Secure Wallet: the Web3 wallet we enable for each User to support easy, secure, and transparent handling of loyalty utilities (e.g., $VATO, vaNFTs) and on-chain rewards; Users control access to their wallets and are responsible for safekeeping credentials.

2. Scope & Acceptance

These Terms apply to all Platform activity, including shopping, promoting, and selling. By creating an account or using the Platform, you accept these Terms and referenced policies (e.g., Privacy, Refund/Return).

3. Eligibility & Accounts

  • You must be 18+ (or legal majority in your jurisdiction).
  • Keep your account details accurate and your credentials confidential.
  • Notify us promptly of any unauthorized access.
  • We may suspend or terminate accounts for breaches, suspected fraud, or misuse. If terminated for cause, Platform privileges (including unpaid commissions/bonuses) may be forfeited.

4. vasouk Loyalty & $VATO (Utility)

  • 1% Loyalty Back: Eligible Customer orders on vasouk earn 1% back in $VATO credited to the Customer’s registered/linked wallet or loyalty balance in accordance with Platform mechanics. (Eligibility, exclusions, and timings may vary by product, region, and technical availability.)
  • Purpose: $VATO functions as utility loyalty points for access to features, multipliers, and program benefits. It is not an investment, deposit, equity, revenue share, or a guarantee of value.
  • Staking & Boosts: Users may optionally stake $VATO for defined durations/tiers; vaNFTs (Digital Collectibles) can amplify staking multipliers and ProVAP commission boosts (but do not increase PRP distributions).
  • Regulatory & Risk Note: Digital utilities can be volatile and subject to evolving rules. We do not guarantee current or future value. Users are responsible for local law compliance, taxes, and reporting.

5. ProVAP — Promoter Program

  • Enrollment: Free; requires Platform registration and adherence to ProVAP rules.
  • Commissions: Base and enhanced rates are shown in your dashboard and may vary by product category, campaign, territory, or Vendor. Caps, clawbacks (e.g., for returns/fraud), and qualification criteria may apply.
  • Ranks: Advancements may require sales thresholds, time-bound performance, and/or onboarding completion.
  • Tracking & Payouts: Earnings are tracked in your dashboard and paid on the published schedule (see Section 10).
  • Compliance: Promoters must follow advertising laws, disclosure rules (e.g., “ad”/“#ad”), and brand guidelines (Section 9).
  • No Guarantees: Earnings depend on validated sales and compliance.

6. PRP — Quarterly Loyalty Bonus for ProVAP Members

  • Funding Source: The PRP pool is funded from vasouk marketplace fees at tiered percentages determined by quarterly volume milestones (indicatively 2–5% of vasouk fees). Exact tiers and milestones are published in the dashboard and may be updated to maintain sustainability.
  • Eligibility: Available to ProVAP members who hold or stake $VATO in a registered wallet per program rules.
  • Allocation Method: PRP uses the Low-Water-Mark (lowest $VATO balance held + staked during the quarter) vs. circulating supply to determine each member’s share. Unclaimed PRP may roll over to the next quarter.
  • Payout Form: PRP is distributed as a loyalty bonus in stablecoin to eligible wallets. It is not a dividend, profit share, interest, or investment return.
  • Program Changes: Mechanics (tiers, eligibility, timing) may be adjusted by governance or by us to maintain fairness, compliance, and sustainability.

7. Vendor Marketplace

  • Registration: Vendors may register for free and must be legally eligible to sell. We may request a trade license or other documentation.
  • Listings & Quality: Vendors are responsible for accurate listings, lawful products, and compliance with local/import regulations.
  • Platform Fee: Unless otherwise agreed in writing, the Platform fee is 15% per completed sale, after applicable Promoter commissions. Additional gateway, logistics, or compliance fees may apply and will be disclosed.
  • Prohibited Categories: No pharmaceuticals, alcohol, food/perishables, or any item prohibited by UAE law or international trade rules. Dermatologically tested skincare/cosmetics are permitted subject to law and our standards. We may remove listings at our discretion for policy or legal reasons.
  • Orders, Fulfillment & Support: We coordinate with Vendors and logistics partners for global shipping where available. Customer service is handled by vasouk support; Vendors must cooperate to resolve issues.

8. Orders, Shipping, Returns & Refunds

  • Charges: Customers are responsible for product price, shipping, duties, and taxes as shown at checkout.
  • Delivery: Timelines depend on courier, destination, and Vendor readiness.
  • Returns:
    • Cosmetics/Skincare: Unopened/unused items may be returnable if permitted by law and hygiene rules; opened or used cosmetics are not returnable.
    • Fashion/Accessories: Returnable within 7 calendar days of confirmed delivery if unused and in original packaging (unless local law grants additional rights).
    • Digital Goods (courses, downloads, Digital Collectibles, access codes): Non-refundable once delivered or accessed due to their irreversible nature.
    • Where a return/refund is valid, vasouk will coordinate resolution with the Vendor and/or payment provider.
  • Abuse/Fraud: We may deny returns and/or suspend accounts for abuse.

9. Advertising, Brand Content & Acceptable Use

  • Approved Materials: Use only official marketing assets supplied in the vasouk dashboard/brand library. Do not alter logos, product claims, or mandatory disclosures without written approval.
  • Compliance: Follow all local ad rules, platform policies (e.g., Meta/Google), influencer disclosures, and avoid unsubstantiated claims.
  • IP Ownership: Vendor content (images, descriptions, trademarks) remains that Vendor’s property; do not reuse outside the Platform without permission.
  • Prohibited Conduct: No fraud, fake traffic/reviews, scraping, malware, automated bots, unlawful content, IP infringement, or misrepresentation of affiliation.

10. Payments & Payouts

  • Methods: Payouts (commissions, Vendor proceeds, PRP) may be made via supported bank transfers or compliant digital wallets.
  • Timing & Thresholds: See dashboard for schedules, minimums, and any applicable fees. Users are responsible for accurate payout details and any charges by receiving institutions.
  • Adjustments: We may reconcile/withhold payouts for chargebacks, refunds, fraud investigations, or policy breaches.

11. Transparency & Public Ledger

  • On-Chain Visibility: To promote clarity and trust, vasouk publishes designated Program Wallets (e.g., PRP, Charity, Treasury/Operations) whose balances and transfers are viewable on a public ledger (blockchain).
  • Scope: On-chain visibility applies to flows we designate for on-chain tracking (e.g., PRP funding/distribution, charity allocations). Off-chain revenue and fiat settlements processed by payment providers may not be fully recorded on-chain.
  • Disclosures: We may publish wallet addresses and periodic summaries so Users can self-verify designated transactions. We reserve the right to rotate wallets for security, with updated disclosures provided.

12. Intellectual Property

The Platform, site design, code, logos, and brand assets are owned or licensed by vasouk Technologies FZCO. You receive a limited, non-exclusive, non-transferable license to use the Platform per these Terms. Any unauthorized use, copying, or modification is prohibited.

13. Values & Compliance Notes

We aim to operate with eco-friendly, human-friendly, and animal-friendly values, and to respect Sharia principles where applicable. These values guide our policies but do not waive legal or regulatory obligations.

14. Disclaimer; Limitation of Liability

The Platform is provided “as is” and “as available.” To the maximum extent permitted by law, we disclaim all warranties and are not liable for indirect, incidental, or consequential damages, including lost profits, data loss, reputational harm, or value fluctuations of digital utilities. Your use is at your own risk.

15. Governing Law & Dispute Resolution

These Terms are governed by the laws of the Abu Dhabi Global Market (ADGM), UAE. Disputes shall be submitted to ADGM arbitration. Before arbitration, the parties will attempt informal resolution for 14 days after written notice; if unresolved, they will attend mediation before proceeding.

16. Changes to Terms

We may update these Terms at any time. Changes take effect upon posting with a new “Last updated” date. Continued use signifies acceptance. Please review periodically.

17. Contact

Email: office@vanitis.com
Address: vasouk Technologies FZCO (trading as vasouk), United Arab Emirates