Loan Agreement
Last updated on December 04, 2024.
Party A (Borrower)
Party B (Lender)
Party C (Domain Trading Platform): VM.COM (hereinafter referred to as “VM”)
Whereas Party A and Party B are registered users of Party C’s domain trading platform, and both possess professional knowledge of domain names, Party A, Party B, and Party C, based on the principles of good faith, hereby agree on the following terms regarding the domain NFT mortgage loan:
1. Agreement Formation and Effectiveness
1.1 Formation of Agreement
This agreement is formed online between Party A, Party B, and Party C. The terms are published by Party C, and upon Party A and Party B clicking the “Accept” box, they acknowledge and agree to the terms, thus formally establishing the agreement.
1.2 Effectiveness of Agreement
This agreement takes effect immediately after Party A and Party B confirm it, and it is legally binding.
2. Services Content
2.1 Loan Application and Approval
Party A may submit a loan application through Party C’s platform, using the domain NFT they legally own as collateral. Party B has the right to approve or reject the loan based on the domain NFT evaluation report provided by Party C’s platform.
2.2 Fund Transfer
If the loan is approved, Party B will transfer the loan amount to Party A’s designated virtual wallet via a smart contract specified by Party C. Party A must lock the domain NFT as collateral, and it cannot be transferred or used for other purposes during the loan period.
2.3 Collateral Registration
Party A agrees to upload the domain NFT details (including NFT ID, ownership info, and collateral status) to the blockchain for public registration, ensuring transparency and immutability of the data.
2.4 Domain Hosting Services
Party C provides domain hosting services, including receipt, custody, and release of the domain. During the hosting period, Party A is responsible for domain renewal fees.
2.5 Smart Contract Deployment
Party C will deploy a smart contract based on blockchain technology to specify loan amount, interest rate, repayment term, and default liabilities to safeguard the interests of Party A and Party B.
3. Commitments and Warranties
3.1 Party A’s Commitments
Party A warrants full ownership of the pledged domain NFT, free of any ownership disputes. In case of any ownership issues leading to losses for Party B or Party C, Party A will assume full responsibility.
During the hosting period, if any domain disputes arise, Party A will bear sole responsibility, and Party C will not be liable for any domain-related defects or disputes.
3.2 Party B’s Commitments
Party B warrants that the funds lent are of legal origin and do not involve any illegal activities such as gambling, money laundering, etc.
3.3 Joint Commitment of Party A and Party B
Both parties guarantee not to use Party C’s platform for illegal activities, and will not engage in any form of illegal fundraising or money transfer.
3.4 Party C’s Commitments
Party C ensures that its platform’s technical services are stable and reliable, and commits to protecting user data security in accordance with applicable laws.
4. Rights and Obligations of Each Party
4.1 Rights and Obligations of Party A
Legality Guarantee：Ensure the legality of the pledged domain NFT and that there are no ownership disputes.
Repayment Obligation: Repay the loan principal and interest in full and on time, avoiding any overdue or default behavior.
Default Responsibility: Party A shall bear the corresponding responsibility for any losses caused by default, including payment of penalties or compensation for damages.
4.2 Rights and Obligations of Party B
Profit Rights: Party B has the right to collect the loan principal and interest in full and on time.
Collateral Disposal Rights: In the event of Party A’s default, Party B may dispose of the pledged domain NFT in accordance with the terms of the smart contract.
4.3 Rights and Obligations of Party C
Provide a secure and stable technical platform to ensure the smooth completion of transactions;
Assist with the blockchain registration of domain NFTs and the deployment of smart contracts;
Strictly keep user information and data confidential, and assume liability in case of data breaches caused by Party C’s negligence.
5. Payment and Settlement
5.1 Hosting Management Fee Payment
Party A shall pay the domain hosting management fee. The fee will be paid by Party B on behalf of Party A to Party C, and the transaction amount, after deducting the fee, will be transferred to Party A’s account.
5.2 Designated Payment Account
Each party shall designate a valid virtual wallet address to receive payments, ensuring the security of fund transfers.
5.3 Dispute Handling
If Party A or Party B raises any disputes regarding the payment, they must notify Party C promptly. Party C has the right to suspend the relevant transaction until the issue is resolved.
6. Repayment and Extensions
6.1 Repayment Obligation
Party A shall repay the loan principal and interest in full according to the agreed date and amount as specified in the contract.
6.2 Early Repayment
Requests for early repayment or extension must be notified in advance to Party B and Party C, follow the contractual procedure, and pay any applicable fees or management charges.
6.3 Repayment Extension
Party A must submit a request to Party B to extend the repurchase term at least 3 days before the repayment date. The request must clearly state the reason for the extension, the expected duration of the extension, and the payment of the previous period’s interest and extension management fees.
6.4 Extension Information Update
If the extension is approved, Party C shall update the repayment term and adjust the relevant contractual clauses accordingly.
7. Collateral Disposal
7.1 Default Disposal
If Party A fails to repay on time, Party B may auction or transfer the pledged domain NFT via Party C’s platform, with the proceeds used to repay the loan and related costs.
7.2 Public Trading
Party C shall ensure that the disposal process is transparent, fair, and just, and shall assist in completing the subsequent procedures.
8、Surety Service
8.1 Provision of Surety Service
Party C shall review the loan order submitted by Party A to determine whether to provide surety services for the order. Once Party C decides to provide the surety service, Party B has the right to independently decide whether to accept the service.
8.2 Surety Service Fee and Payment Method
Fee Overview: If Party B chooses to purchase the surety service provided by Party C, Party B shall pay the surety service fee to Party C in accordance with this agreement. The payment of the surety service fee will comply with the terms of this agreement and the latest fee guidelines adjusted and announced by Party C from time to time.
Deduction Mechanism: The surety service fee will be automatically deducted from the total repayment amount when Party A fully repays the loan to Party B.
8.3 Handling of Extensions for Surety Orders：
If a surety order is extended, Party B must re-decide whether to continue purchasing the surety service and pay the new surety service fee accordingly. If Party B does not continue to purchase the surety service for the extended period, Party C’s surety obligations will automatically terminate upon the expiration of the original surety period. During this extended period, if Party A under the original surety order repays on time, Party B has no right to request any form of surety service or repayment amount from Party C.
8.4 Responsibilities of Party C：
If Party A fails to repay Party B on time and does not apply for an extension, Party C shall be responsible for paying the corresponding unpaid amount to Party B.
After Party C completes the repayment to Party B, Party B shall have no right to request the transfer of the transaction domain name in the surety order. The ownership of the domain name shall belong to Party C. Party B also waives the right to terminate or revoke this agreement and to demand the return of the transaction domain name from Party C.
If Party A repays Party B on time under the surety order, the surety service will be terminated, and Party C will not refund the surety service fee paid by Party B.
9. Notifications and Delivery
9.1 Delivery Methods
All notifications shall be delivered via the contact methods specified in this agreement and registered on Party C’s platform. Contact methods include but are not limited to phone numbers, email addresses, and Party C’s internal message system.
9.2 Delivery Effectiveness
All parties agree that notifications sent via email to the email address registered on Party C’s platform will be considered effectively delivered once sent. Similarly, electronic information published on Party C’s platform, such as announcements or notifications, shall be deemed delivered once published to all users who have logged in and accepted information.
9.3 Change of Contact Information
If any party changes their contact information, they must notify Party C promptly and update the platform. Failure to do so will result in the risk of undelivered notifications, which the party will bear.
10. Applicable Law and Dispute Resolution
10.1 Applicable Law
Any disputes or issues arising from the performance of this agreement that cannot be resolved independently shall be submitted to arbitration at the Hong Kong International Arbitration Centre, and the arbitration decision shall be final and binding.
10.2 Dispute Resolution
The formation, validity, performance, and dispute resolution of this agreement shall be governed by the law of the jurisdiction where the arbitration institution is located.
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