> For the complete documentation index, see [llms.txt](https://city-protocol.gitbook.io/docs/llms.txt). Markdown versions of documentation pages are available by appending `.md` to page URLs; this page is available as [Markdown](https://city-protocol.gitbook.io/docs/legal/terms-and-conditions.md).

# Terms & Conditions

The Terms & Conditions that govern access to and use of City Protocol.

*Last Updated: October 20, 2026*

***

### 1. Introduction and Acceptance of Terms

**1.1** These Terms and Conditions ("Terms") constitute a legally binding agreement between you ("User," "you," or "your") and Cooking City Limited, a company incorporated in the British Virgin Islands, with its company address at Vistra Corporate Services Centre, Wickhams Cay II, Road Town, Tortola, VG1110, British Virgin Islands (the "Operator"), for the City Protocol websites and the protocol services expressly identified as supplied by the Operator. The Operator acts as both the Operating Company and Development Company (Service Provider) for City Protocol. In these Terms, "City Protocol," "Protocol," "we," "us," and "our" refer to the Operator solely in its capacity as provider of those services. City Protocol is the name of the protocol and its associated products and services. The "Services" include the associated smart contracts, software development kits (SDKs), application programming interfaces (APIs), modules, websites and services supplied by the Operator or enabled through its infrastructure, subject to the service allocation in this Section 1.

**1.2** By accessing, connecting a wallet to, or otherwise using any part of the Services, you acknowledge that you have read, understood, and agree to be bound by these Terms in their entirety. If you do not agree to these Terms, you must immediately cease all use of the Services.

**1.3** City Protocol reserves the right to modify, amend, or update these Terms at any time at its sole discretion. Material changes will be communicated through the Protocol's official channels. Your continued use of the Services following any such modification constitutes your acceptance of the revised Terms. It is your responsibility to review these Terms periodically.

**1.4** These Terms supplement and incorporate by reference any additional guidelines, policies, or documentation published by City Protocol, including but not limited to privacy policies, risk disclosures, the Polis Points policy published on the City Protocol website, and product-specific documentation.

**1.5 Group entities and responsibilities**

City Foundation, incorporated in the Cayman Islands on 10 October 2025 with registration number CR-427284, is the holding company of the group. It owns all of the issued shares in Primary Creative Limited and Cooking City Limited, each incorporated in the British Virgin Islands.

Cooking City Limited acts as both the Operating Company and Development Company (Service Provider) for Venzo and City Protocol. It operates the websites and interfaces and provides software development and related technical services. Its company address is Vistra Corporate Services Centre, Wickhams Cay II, Road Town, Tortola, VG1110, British Virgin Islands.

Primary Creative Limited is the issuer of the City Protocol token ($CIT). Its company address is Intershore Chambers, P.O. Box 4342, Road Town, Tortola, British Virgin Islands.

Ownership of a group company does not, by itself, make City Foundation a provider of that company's services or a guarantor of its obligations. Each entity remains responsible for its own contractual obligations and for any responsibility imposed on it by applicable law.

**1.6 Token and product responsibilities**

The issuance and distribution of $CIT are distinct from operation of the websites and interfaces. Applicable $CIT distribution or claim terms must identify Primary Creative Limited and describe its obligations. These Terms do not replace the applicable $CIT white paper or exclude any responsibility imposed by law on an issuer, offeror, person seeking admission to trading or other responsible person.

Primary Creative Limited's role as issuer of $CIT does not mean that it issues every asset, vault share or portfolio token displayed through the Services. The applicable product terms identify the issuer or other legally responsible provider, if any, and the relevant operator, curator and service providers. The group's technology involvement does not itself establish those roles.

**1.7 Applicable terms and separate obligations**

Use of the Venzo interface is governed by the [Venzo Terms of Use](https://venzofinance.gitbook.io/venzofinance-docs/legal-and-compliance/terms-and-conditions). These Terms govern the City Protocol services identified as supplied by the Operator. Product or token terms govern the product or token to which they relate. A conflict is resolved within the relevant service scope; no general priority provision changes the identity of a contracting party or overrides mandatory law.

A reference to an affiliate, service provider or protected party does not by itself make that person a contracting party, transfer another person's obligations to it, or release it from obligations it otherwise owes. These Terms do not amend, transfer or release obligations under an existing agreement with a different group entity unless the affected parties separately agree to that change in a legally effective manner.

**1.8 Mandatory rights**

Nothing in these Terms, including any release, indemnity, liability limit, arbitration provision, choice of law or jurisdiction clause, excludes or restricts any right, remedy or liability that cannot lawfully be excluded or restricted. This includes rights and liabilities under Regulation (EU) 2023/1114 on markets in crypto-assets where applicable. Any conflicting provision is inapplicable to the extent of the conflict.

***

### 2. Definitions

For the purposes of these Terms, the following definitions apply:

**2.1 "Assets Under Management" (AUM):** The total market value of digital assets held within a vault or managed through the Protocol on behalf of depositors.

**2.2 "Cooldown Period":** A configurable vesting period during which a user's withdrawn assets are locked in an aging pool before they can be claimed.

**2.3 "Curated Vault":** A third-party vault selected and listed on Venzo, operated by a vault infrastructure partner and its curator, and accessible through the Services.

**2.4 "Curator":** The entity responsible for managing strategy allocation, validating valuation proposals, and executing deposit and withdrawal settlements within a vault.

**2.5 "Issuance & Operation Layer":** The smart contract layer of the Services used to issue, operate, and settle Onchain Token Portfolios.

**2.6 "Net Asset Value" (NAV):** The total value of a vault's assets minus its liabilities, used to determine the price per share at the time of settlement.

**2.7 "Onchain Token Portfolio" (OTP):** A published, rules-based basket of tokens issued through the Issuance & Operation Layer and represented by receipt Tokens.

**2.8 "Pending Silo":** A utility smart contract deployed at vault creation to hold assets or shares awaiting settlement.

**2.9 "Polis Points":** The points programme operated by City Protocol. Eligibility, accrual, and any use of Polis Points are governed by the Polis Points policy published on the City Protocol website.

**2.10 "receipt Token":** The token that represents a holder's position in an Onchain Token Portfolio.

**2.11 "Smart Contracts":** Self-executing code deployed on EVM-compatible blockchains that govern the operation of Onchain Token Portfolios, vaults, fee distribution, and other Protocol functions.

**2.12 "Valuation Provider":** The independent third-party entity responsible for proposing NAV inputs used to set the settlement price per share in a vault.

**2.13 "Vault":** A smart contract-based structure for pooling digital assets and executing investment strategies with asynchronous subscriptions and redemptions, powered by ERC-4626 compatible standards.

**2.14 "Venzo":** The user-facing interface operated and developed by Cooking City Limited through which Onchain Token Portfolios and Curated Vaults are distributed. Use of that interface is governed by the [Venzo Terms of Use](https://venzofinance.gitbook.io/venzofinance-docs/legal-and-compliance/terms-and-conditions).

***

### 3. Eligibility and Access

**3.1** You must be at least eighteen (18) years of age, or the age of legal majority in your jurisdiction, whichever is higher, to access and use the Services.

**3.2** By using the Services, you represent and warrant that: (a) you have the legal capacity and authority to enter into these Terms; (b) neither you nor any entity you represent is located in, incorporated or organized under the laws of, ordinarily resident in, or a citizen or national of a Restricted Jurisdiction; (c) neither you nor any entity you represent is subject to sanctions, or owned or controlled by, or acting on behalf of, any person listed on a sanctions or restricted-person list maintained by the U.S. Office of Foreign Assets Control (“OFAC”), including the Specially Designated Nationals and Blocked Persons List, the European Union, the United Kingdom, the United Nations Security Council, or any other applicable governmental authority; (d) your access to and use of the Services complies with all applicable laws and regulations; and (e) you will not use the Services for any unlawful purpose or attempt to circumvent any geographic, sanctions, or access restriction.

For this Section 3.2, “Restricted Jurisdiction” means the United States of America, the People’s Republic of China, Hong Kong SAR, Afghanistan, Belarus, Bosnia and Herzegovina, the Central African Republic, Cuba, the Democratic Republic of the Congo, Ethiopia, Guinea, Guinea-Bissau, Haiti, Iran, Iraq, Lebanon, Libya, Mali, Myanmar (Burma), Nicaragua, North Korea, Russia, Somalia, South Korea, South Sudan, Sudan, Syria, Venezuela, Yemen, Zimbabwe, the Crimea, Donetsk, Luhansk, Kherson, and Zaporizhzhia regions of Ukraine, and any other jurisdiction that City Protocol designates or that becomes subject to comprehensive sanctions or embargoes under applicable law.

**3.3** Certain vaults, Onchain Token Portfolios, or features may be subject to additional access restrictions, including but not limited to KYC (Know Your Customer) and KYB (Know Your Business) verification requirements administered through the Whitelist Manager role. You agree to provide accurate and complete information as required for any such verification and to maintain the accuracy of such information.

**3.4** City Protocol reserves the right to restrict, suspend, or terminate your access to any or all Services at any time, without prior notice, if the Protocol reasonably determines that you have violated these Terms, that your continued access poses a regulatory or security risk, or as required by applicable law.

***

### 4. Description of Services

#### 4.1 General

City Protocol provides onchain infrastructure for issuing, operating, and distributing Onchain Token Portfolios and for distributing Curated Vaults. The Services operate on a non-custodial, modular basis across EVM-compatible blockchains.

#### 4.2 Onchain Token Portfolios and Venzo

**4.2.1** Onchain Token Portfolios are published, rules-based baskets of tokens issued through the Issuance & Operation Layer. Each OTP follows disclosed rules for its composition and rebalancing, and positions are represented by receipt Tokens. Guru OTPs replicate positions disclosed in public filings and are not affiliated with or endorsed by the individuals or firms they track.

**4.2.2** Venzo is the interface through which Onchain Token Portfolios and Curated Vaults are presented to users. Venzo displays information provided by the Protocol's smart contracts and by third-party vault infrastructure partners. City Protocol does not guarantee the completeness or timeliness of information displayed on Venzo.

**4.2.3** Polis Points are operated by City Protocol under the Polis Points policy published on the City Protocol website. Polis Points are not a digital asset, carry no guaranteed value, and may be adjusted, restricted, or discontinued at City Protocol's sole discretion. Please check the policy on the website for the current rules.

#### 4.3 Vault Infrastructure

**4.3.1 Vault Module:** The vault infrastructure supports asynchronous deposit and redemption flows, NAV-based settlement, role-based permissions, and configurable fee logic. Vault types include Core Strategy Vaults, MultiVaults, and Yield-Bearing Stable Vaults.

**4.3.2 Yield Module:** The execution layer for capital deployment across DeFi strategies, integrating with third-party yield providers. Yield generation mechanisms include DeFi liquidity incentives, protocol native incentives, and restaking rewards.

**4.3.3 Curated Vaults:** Curated Vaults are operated by third-party vault infrastructure partners and their curators and are distributed through Venzo. City Protocol selects and lists Curated Vaults but does not operate them, and Section 9 applies to all Curated Vaults.

***

### 5. Non-Custodial Nature of the Protocol

**5.1** City Protocol is entirely non-custodial. All digital assets deposited into the Protocol are held in smart contracts governed by explicit, audited risk parameters. At no point does City Protocol, its affiliates, officers, employees, or agents take custody, possession, or control of user funds.

**5.2** No single entity, including City Protocol itself, can unilaterally access, transfer, or move user funds. Users retain sole control over their digital assets at all times, subject to the operational mechanics of the smart contracts (including but not limited to cooldown periods, settlement cycles, and vault-specific rules).

**5.3** You acknowledge and agree that the non-custodial nature of the Protocol means that City Protocol cannot reverse, cancel, or modify any on-chain transaction once executed through the smart contracts, except as explicitly provided for in the vault architecture (e.g., cancellation of deposit requests prior to settlement).

***

### 6. Vault Operations and Settlement

#### 6.1 Asynchronous Settlement

Deposits and redemptions are processed asynchronously. Users submit requests that are queued and settled at a defined valuation point determined by the Curator in coordination with the Valuation Provider. The batching mechanism ensures consistent pricing within each settlement cycle.

#### 6.2 Deposit Flow

Users signal deposit intent by calling the appropriate function. Assets are transferred to the Pending Silo. Upon NAV proposal and Curator approval, queued deposit requests are processed, and vault shares are minted. Users must then claim their shares. Deposit requests may be canceled prior to settlement, subject to vault-specific configuration.

#### 6.3 Redemption Flow

Users signal redemption intent by calling the appropriate function. Shares are transferred to the Pending Silo. **Redemption requests cannot be canceled once submitted.** This restriction is designed to protect vault integrity by preventing curators from being forced to unwind positions without a valid cause. Following the NAV proposal and the Curator settlement, users must initiate their own claim transactions; Curators cannot claim on their behalf for redemptions.

#### 6.4 Cooldown Mechanism

Certain vaults may enforce a Cooldown Period during which withdrawn assets are locked in an aging pool before they can be claimed. Users acknowledge that the Cooldown Period is designed to protect against sudden liquidity events and agree to be bound by the applicable cooldown durations for each vault.

#### 6.5 Valuation and Pricing

Vault shares are priced based on the NAV submitted by an independent Valuation Provider and approved by the Curator at the time of settlement. City Protocol does not guarantee the accuracy or timeliness of NAV calculations and is not liable for pricing errors attributable to third-party Valuation Providers.

***

### 7. Roles and Permissions

**7.1** City Protocol vaults operate under a role-based permission structure consisting of: (a) **Vault Admin**, responsible for configuration and safety controls; (b) **Vault Curator**, responsible for strategy allocation and settlement execution; (c) **Valuation Provider**, responsible for proposing NAV inputs; and (d) **Whitelist Manager**, responsible for maintaining depositor access lists.

**7.2** These roles are strictly separated to reduce operational risk. The Vault Admin does not execute strategies; the Curator's actions are bounded by the vault's configuration, permissions, and limits. No single role has unrestricted authority over vault operations.

**7.3** You acknowledge that the performance and conduct of Curators, Valuation Providers, and other role-holders are outside the direct control of City Protocol. While the Protocol enforces role separation through smart contract logic, it does not guarantee the competence, judgment, or integrity of any individual or entity occupying a vault role.

***

### 8. Fees

#### 8.1 Fee Structure

City Protocol implements a transparent, on-chain fee structure. All fee parameters are encoded directly in the vault's smart contract and are visible to any user prior to deposit. The fee types are as follows:

**(a) Management Fee:** Charged on total AUM, accruing continuously over time, collected at each settlement.

**(b) Performance Fee:** Charged on new profits above the high-water mark, collected at each settlement.

**(c) Entry and Exit Fee:** Charged on new deposit and withdrawal requests, collected at each settlement.

**(d) Protocol Fee:** Charged on vault fees collected, capped at thirty percent (30%), collected at each settlement.

#### 8.2 Fee Distribution

Fees are distributed as vault shares, not underlying assets. At each settlement, the vault mints new shares representing the fees owed, which are sent to the designated fee receiver address configured at vault creation. The fee receiver participates in the vault's subsequent performance from the moment fees are collected.

#### 8.3 Fee Modifications

Vault-specific fee parameters may be modified by the Vault Admin, subject to the governance constraints of each vault. City Protocol will endeavor to provide notice of any Protocol Fee changes, but is not obligated to do so. Your continued use of a vault after fee modifications constitutes acceptance of the new fee terms.

***

### 9. Third-Party Integrations and Partners

**9.1** The Services aggregate and integrate with numerous third-party protocols, platforms, and service providers, including but not limited to: yield providers (Gauntlet, Steakhouse, Ground, Turtle, Superstate), decentralized exchanges (PancakeSwap, Aerodrome, Uniswap), bridge protocols (Li.Fi), lending protocols (AAVE, Compound, Morpho, Ledn, Maple, Sats Terminal), and vault infrastructure partners (Accountable, Lagoon Finance, Veda, Mellow, Fusion by IPOR, Upshift, Midas).

**9.2** City Protocol does not own, operate, or control these third-party services and is not responsible for their availability, performance, security, or regulatory compliance. Your use of third-party services through the Protocol may be subject to additional terms and conditions imposed by those providers.

**9.3** City Protocol makes no representations or warranties regarding the solvency, security, or reliability of any third-party protocol or service. You acknowledge and accept the risks inherent in interacting with third-party decentralized protocols, including but not limited to smart contract vulnerabilities, liquidity risks, and counterparty risks.

***

### 10. Developer SDK and API Usage

**10.1** City Protocol provides the `@cityprotocol/core` TypeScript SDK and associated APIs for developers to interact with the Protocol's smart contracts. Developers who integrate the SDK agree to use it in accordance with these Terms and any applicable technical documentation.

**10.2** Developers are solely responsible for: (a) the security and integrity of applications built using the SDK; (b) ensuring that their applications comply with all applicable laws and regulations in the jurisdictions where they operate; (c) properly implementing KYC/AML requirements where applicable; and (d) providing accurate disclosures to their end users regarding the nature and risks of the services offered.

**10.3** City Protocol provides the SDK on an "as is" and "as available" basis and does not guarantee uninterrupted or error-free operation. City Protocol is not liable for any losses, damages, or liabilities arising from bugs, vulnerabilities, or misuse of the SDK by third-party developers.

**10.4** City Protocol reserves the right to modify, deprecate, or discontinue any SDK functions, API endpoints, or subgraph queries at any time, with or without notice.

***

### 11. AI-Native Services

**11.1** Certain features of the Services include AI-native capabilities, including integration with the x402 standard for agent-native transactions and API tools for AI-driven interaction logic.

**11.2** You acknowledge that AI agent interactions involve unique risks, including but not limited to unauthorized transactions, budget overruns, and unintended autonomous actions. You are solely responsible for configuring appropriate spending limits and security parameters for any AI sub-accounts provisioned through the Services.

**11.3** City Protocol is not liable for any losses arising from the actions or inactions of AI agents operating on your behalf within the Protocol ecosystem.

***

### 12. Chain Abstraction and Cross-Chain Operations

**12.1** City Protocol implements native chain abstraction, enabling users to deposit assets from any supported EVM-compatible network and receive vault shares. Strategy execution may occur on a different chain than the chain of deposit.

**12.2** Cross-chain operations rely on secure cross-chain messaging protocols. You acknowledge that cross-chain transactions carry inherent risks, including but not limited to bridge exploits, message relay failures, finality delays, and network congestion.

**12.3** City Protocol does not guarantee the successful completion of any cross-chain transaction and is not liable for losses resulting from cross-chain infrastructure failures, regardless of whether such failures arise from the Protocol's own infrastructure or from third-party bridge or messaging protocols.

***

### 13. Risk Disclosures

#### 13.1 General Risks

You acknowledge and accept the following risks associated with using the Services:

**(a) Smart Contract Risk:** Despite rigorous testing and independent audits, smart contracts may contain undiscovered vulnerabilities that could result in the partial or total loss of deposited assets.

**(b) Market Risk:** The value of digital assets is highly volatile. Onchain Token Portfolios and vault strategies may incur losses due to market conditions, and past performance does not guarantee future returns.

**(c) Liquidity Risk:** Certain vaults, strategies, or portfolio constituents may experience periods of reduced liquidity, potentially affecting your ability to redeem shares or receipt Tokens or withdraw assets in a timely manner.

**(d) Regulatory Risk:** The regulatory landscape for digital assets and decentralized finance is evolving. Changes in law or regulation in any jurisdiction may adversely affect the availability or legality of the Services.

**(e) Protocol Risk:** Third-party protocols integrated into the Services may experience exploits, governance attacks, or insolvency, which may result in losses to vault depositors.

**(f) Valuation Risk:** NAV calculations are dependent on third-party Valuation Providers and may be subject to errors, manipulation, or delays.

**(g) Technology Risk:** Blockchain networks may experience congestion, forks, or outages that could affect the operation of the Services.

#### 13.2 No Guarantee of Returns

City Protocol does not guarantee any specific rate of return, yield, or performance for any Onchain Token Portfolio, vault, strategy, or service. All yield-related figures presented through the Services are estimates and may not reflect actual outcomes.

#### 13.3 No Financial Advice

Nothing in the Services, documentation, or communications from City Protocol constitutes financial, investment, tax, or legal advice. You are solely responsible for evaluating the merits and risks of any transaction and should consult qualified professionals before making investment decisions.

***

### 14. Security

**14.1** City Protocol implements institutional-grade security measures, including but not limited to: separation of duties across vault roles; independent NAV computation by third-party providers; Multi-Party Computation (MPC) or Safe multisig wallet requirements for operational execution; and immutable on-chain reporting of all material vault events.

**14.2** All smart contracts undergo rigorous testing and independent audits by leading security firms. However, no audit can guarantee the absence of all vulnerabilities, and City Protocol does not warrant that the smart contracts are free of defects.

**14.3** You are solely responsible for the security of your wallet, private keys, seed phrases, and any credentials used to access the Services. City Protocol is not liable for any unauthorized access to your wallet or any losses resulting from compromised credentials.

***

### 15. Intellectual Property

**15.1** All intellectual property rights in and to the Services, including but not limited to the Protocol's smart contracts, SDK, APIs, documentation, trademarks, logos, user interfaces, and content, are and shall remain the exclusive property of City Protocol or its licensors.

**15.2** Subject to your compliance with these Terms, City Protocol grants you a limited, non-exclusive, non-transferable, revocable license to access and use the Services for their intended purpose. This license does not include the right to modify, distribute, sell, or create derivative works of any Protocol intellectual property, except as expressly permitted through the SDK for the purpose of integrating the Services.

**15.3** You may not use the City Protocol or Venzo names, logos, or trademarks without prior written consent from City Protocol.

***

### 16. User Conduct

**16.1** You agree not to: (a) use the Services in violation of any applicable law, regulation, or these Terms; (b) engage in market manipulation, wash trading, or any form of deceptive activity; (c) attempt to exploit, hack, or reverse-engineer any smart contract, SDK, or Protocol infrastructure; (d) use the Services to launder money, finance terrorism, or engage in any other illicit activity; (e) circumvent or attempt to circumvent any access controls, including KYC/KYB requirements; (f) create multiple accounts, wallets, or identities to manipulate Polis Points, reward distributions, or campaign eligibility (Sybil attacks); or (g) interfere with or disrupt the operation of the Services or any connected network.

**16.2** Violation of this Section may result in immediate termination of your access, forfeiture of any pending rewards or Polis Points, and referral to relevant law enforcement authorities.

***

### 17. User-Generated Content

**17.1** By submitting, posting, or creating any content through the Services (including through campaigns and Polis Points activities), you grant City Protocol a worldwide, non-exclusive, royalty-free, transferable license to use, reproduce, distribute, display, and create derivative works of such content for the purposes of operating, promoting, and improving the Services.

**17.2** You represent and warrant that any content you submit: (a) is original to you or that you have the necessary rights and permissions to share it; (b) does not infringe upon the intellectual property rights of any third party; and (c) does not contain any unlawful, defamatory, harassing, or otherwise objectionable material.

**17.3** City Protocol reserves the right to remove or restrict any user-generated content that violates these Terms or is otherwise deemed inappropriate, at its sole discretion.

***

### 18. Privacy and Data

**18.1** City Protocol respects your privacy. On-chain transactions are publicly visible on the blockchain by their nature. City Protocol does not store Personally Identifiable Information (PII) on-chain.

**18.2** Where KYC/AML verification is required, such data is processed by third-party compliance providers in accordance with their respective privacy policies. The KYC status of a user is linked to their wallet address via the Whitelist Manager role, but underlying PII is not exposed on-chain.

**18.3** City Protocol may collect and process certain non-personally identifiable data, including wallet addresses, transaction data, and usage analytics, to improve the Services. Such data handling is governed by the City Protocol Privacy Policy, which is incorporated by reference into these Terms.

***

### 19. Limitation of Liability

**19.1** TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, CITY PROTOCOL, ITS AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, PARTNERS, AND LICENSORS SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS, LOSS OF DATA, LOSS OF DIGITAL ASSETS, OR BUSINESS INTERRUPTION, ARISING OUT OF OR IN CONNECTION WITH YOUR USE OF OR INABILITY TO USE THE SERVICES, WHETHER BASED ON WARRANTY, CONTRACT, TORT, OR ANY OTHER LEGAL THEORY, EVEN IF CITY PROTOCOL HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

**19.2** IN NO EVENT SHALL THE AGGREGATE LIABILITY OF CITY PROTOCOL FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICES EXCEED THE TOTAL AMOUNT OF FEES PAID BY YOU TO CITY PROTOCOL IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM, OR ONE HUNDRED U.S. DOLLARS (USD $100), WHICHEVER IS GREATER.

**19.3** The limitations set forth in this Section shall apply regardless of the form of action and whether or not City Protocol had any knowledge or reason to know of the possibility of such damages.

***

### 20. Disclaimers

**20.1** THE SERVICES ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS, WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT.

**20.2** CITY PROTOCOL DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, SECURE, ERROR-FREE, OR FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. CITY PROTOCOL DOES NOT WARRANT THE ACCURACY, RELIABILITY, OR COMPLETENESS OF ANY INFORMATION PROVIDED THROUGH THE SERVICES, INCLUDING NAV CALCULATIONS, PORTFOLIO DATA, YIELD ESTIMATES, AND POLIS POINTS BALANCES.

**20.3** CITY PROTOCOL MAKES NO REPRESENTATIONS REGARDING THE REGULATORY STATUS OF THE SERVICES, VAULT SHARES, RECEIPT TOKENS, OR ANY DIGITAL ASSETS IN ANY JURISDICTION. IT IS YOUR SOLE RESPONSIBILITY TO DETERMINE WHETHER YOUR USE OF THE SERVICES COMPLIES WITH APPLICABLE LAW.

***

### 21. Indemnification

You agree to indemnify, defend, and hold harmless City Protocol, its affiliates, officers, directors, employees, agents, partners, and licensors from and against any and all claims, liabilities, damages, losses, costs, and expenses (including reasonable attorneys' fees) arising out of or in connection with: (a) your use of or access to the Services; (b) your violation of these Terms; (c) your violation of any applicable law or regulation; (d) your violation of any third-party rights, including intellectual property rights; or (e) any content you submit through the Services.

***

### 22. Dispute Resolution

**22.1** Any dispute, controversy, or claim arising out of or relating to these Terms or the Services shall first be attempted to be resolved through good-faith negotiation between the parties for a period of thirty (30) days following written notice of the dispute.

**22.2** If the dispute cannot be resolved through negotiation, it shall be finally settled by binding arbitration administered by the BVI International Arbitration Centre under the BVI IAC Arbitration Rules then in force. The legal seat of arbitration shall be Road Town, Tortola, British Virgin Islands. There shall be one arbitrator, the arbitration shall be conducted in English, and the arbitral award shall be final and binding on both parties, subject to applicable mandatory law and any review or enforcement rights it provides.

**22.3** You agree that any dispute resolution proceedings shall be conducted on an individual basis and not as part of any class, consolidated, or representative action. You waive any right to participate in a class action lawsuit or class-wide arbitration.

**22.4** Notwithstanding the foregoing, City Protocol reserves the right to seek injunctive or other equitable relief in any court of competent jurisdiction to protect its intellectual property or confidential information.

***

### 23. Governing Law

These Terms and any non-contractual obligations arising out of or relating to them are governed by the laws of the British Virgin Islands, without regard to conflict of laws principles. This choice does not deprive you of any protection that applicable mandatory law gives you. Subject to Section 22 and applicable mandatory law, you consent to the exclusive jurisdiction and venue of the courts of the British Virgin Islands for any actions not subject to arbitration.

***

### 24. Force Majeure

City Protocol shall not be liable for any delay or failure in performance resulting from causes beyond its reasonable control, including but not limited to: blockchain network congestion or outages, smart contract exploits affecting third-party protocols, natural disasters, acts of war or terrorism, government actions or sanctions, pandemic, internet or telecommunications failures, or any other events that are unforeseeable and beyond reasonable control.

***

### 25. Severability

If any provision of these Terms is held to be invalid, illegal, or unenforceable by a court of competent jurisdiction, such invalidity shall not affect the validity of the remaining provisions, which shall continue in full force and effect. The invalid provision shall be modified to the minimum extent necessary to make it valid and enforceable while preserving its original intent.

***

### 26. Entire Agreement

These Terms, together with any policies, guidelines, or documentation incorporated by reference, constitute the entire agreement between you and City Protocol regarding the Services and supersede all prior or contemporaneous agreements, representations, and understandings, whether written or oral.

***

### 27. Waiver

The failure of City Protocol to enforce any right or provision of these Terms shall not constitute a waiver of such right or provision. A waiver of any provision shall only be effective if made in writing and signed by an authorized representative of City Protocol.

***

### 28. Assignment

You may not assign or transfer these Terms or any rights or obligations hereunder without the prior written consent of City Protocol. City Protocol may freely assign these Terms without restriction.

***

### 29. Contact Information

Cooking City Limited's company address is Vistra Corporate Services Centre, Wickhams Cay II, Road Town, Tortola, VG1110, British Virgin Islands. For questions, concerns or legal notices concerning these Terms, contact Cooking City Limited by email at <jwong@venzofinance.com>. This is the Operator's legal notice contact for the City Protocol and Venzo Services. Send a notice concerning $CIT issuance or another entity's services to the entity and contact identified in the applicable token or service documents. A legal notice concerning these Terms is deemed given when received by Cooking City Limited, as evidenced by email confirmation.

***

*By using the City Protocol Services, you acknowledge that you have read, understood, and agree to be bound by these Terms and Conditions.*

***

**City Protocol. Onchain infrastructure for Onchain Token Portfolios and Curated Vaults.**