Terms and Condition
Last Updated: May 1, 2021
These terms of service (this “Agreement”) is a
binding contract between you, an individual or entity user or authorized
representative of such user (“you” or “your”) and ZT Network, Inc., a company
formed pursuant to the laws of the Republic of Panama or any successor operator
of the Site (as defined below) (together with any successors or assigns “ZT,”
“we,” “us” or “our”). This Agreement governs your use of any website that links
to these terms, including, but not limited to https://Zitico.in/ (and all related
subdomains) and any related mobile applications, if any (collectively, the
“Site”) and the services we provide via the Site (the “Services”).
BY ACCESSING OR USING THE SITE OR OUR
SERVICES, YOU AGREE THAT YOU HAVE READ, UNDERSTOOD AND AGREE TO BE BOUND BY
THIS AGREEMENT. IF YOU DO NOT AGREE TO THIS AGREEMENT, THEN YOU MUST NOT ACCESS
OR USE THE SITE OR OUR SERVICES.
If you are accessing the Site or using our
Services on behalf of a business or corporate entity (“Organization”), then you
hereby represent and warrant that you have the authority to bind that
Organization and your acceptance of this Agreement will be treated as
acceptance by the Organization. In that event, “you” or “your” in this
Agreement will refer to the Organization.
- General Terms and Conditions
- Description. The Site
provides users with general information about the Services and multiple
related technology platforms, including, but not limited to (i) a
technology platform that enables you to create and enter into simple
contracts without the need for expensive legal services (the “ZITI
Platform”), which is further described in detail in Section 17, and (ii)
a technology platform which permits issuers of Tokens (as defined below)
to transact directly with purchasers of Tokens (the “Ziti Platform”),
which is further described in detail in Section 18. “Token” means a
digital representation of value that functions as (i) a medium of
exchange, (ii) a unit of account, (iii) a store of value, and/or (iv)
other similar digital representations of rights or assets, which is
neither issued nor guaranteed by any country or jurisdiction and does not
have legal tender status in any country or jurisdiction, typically
including blockchain-based assets or rights including sovereign
cryptocurrency or virtual currency such as BTC, LTC, and ETH.
- No Advice. ZT, and its
shareholders, directors, officers, Affiliates (as defined below),
employees, contractors, agents, partners, insurers, and attorneys
(collectively, its “Associates”) do not provide any investment, portfolio
management, legal, accounting, tax or other advice, or advice on trading
techniques, models, algorithms, or any other schemes. “Affiliate” means a
Person that directly or indirectly, through one or more intermediaries,
controls, is controlled by, or is under common control with the first
mentioned Person.
- Information Submitted to Us and Identity Checks.
- Definitions.
- “AML” means anti-money laundering,
including, but not limited to, all Laws (as defined below) applicable
to you prohibiting money laundering or any acts or attempted acts to
conceal or disguise the identity or origin of; change the form of; or
move, transfer, or transport, illicit proceeds, property, funds,
currency, or Tokens, including, but not limited to, the promotion of
any unlawful activity such as fraud, tax evasion, embezzlement, insider
trading, financial crime, bribery, cyber theft or hack, narcotics
trafficking, weapons proliferation, terrorism, or Economic Sanctions
violations, which may also require internal controls to detect,
prevent, report, and maintain records of suspected money laundering or
terrorist financing.
- “Anti-Corruption” means all Laws applicable
to you prohibiting corruption or bribery of Government Officials (as
defined below) , kickbacks, inducements, and other related forms of
commercial corruption or bribery.
- “CTF” means counter-terrorist financing.
- “Economic Sanctions” means financial
sanctions, trade embargoes, export or import controls, anti-boycott,
and restrictive trade measures enacted, administered, enforced, or
penalized by any Laws applicable to you or the Site.
- “Government” means any national, federal,
state, municipal, local, or foreign branch of government, including,
but not limited to, any department, agency, subdivision, bureau, commission,
court, tribunal, arbitral body, or other governmental, government
appointed, or quasi-governmental authority or component exercising
executive, legislative, juridical, regulatory, or administrative
powers, authority, or functions of or pertaining to a government
instrumentality, including, but not limited to, any parasternal
company, or state-owned (majority or greater) or controlled business
enterprise.
- “Government Approval” means any
authorization, license, permit, consent, approval, franchise,
concession, lease, ruling, certification, exemption, exception, or
waiver by or with any Government necessary to conduct the business of
either party or the execution, delivery and performance of the Services
or any transaction entered into under this Agreement.
- “Government Official” means an officer or
employee of any Government, a director, officer, or employee of any
instrumentality of any Government, a candidate for public office, a
political party or political party official, an officer or employee of
a public international organization, and any Person who is acting in an
official capacity for any of the foregoing, even if such Person is
acting in that capacity temporarily and without compensation.
- “Laws” means all laws, statutes, orders,
regulations, rules, treaties, and/or official obligations or
requirements enacted, promulgated, issued, ratified, enforced, or
administered by any Government that apply to you or the Site.
- “Person” means an individual, association,
partnership, corporation, company, other corporate body, trust, estate,
and any form of organization, group, or entity (whether or not having
separate legal personality).
- “Prohibited Jurisdiction” means the United
States.
- “Sanctioned Person” refers to any Person or Wallet that is (i) specifically
listed in any Sanctions List, (ii) directly or indirectly owned 50 percent
or more by any Person or group of Persons in the aggregate, or a Wallet
associated with such Person or Persons, referred to in any Sanctions List,
or Government or Government Official of any Prohibited Jurisdiction, or
(iii) that is subject to any Government Approval or otherwise sanctioned,
restricted, or penalized under applicable Laws
- “Sanctions List” means the “Specially Designated Nationals and
Blocked Persons List” (the “SDN List”) and other non-SDN Lists, as
determined in ZT’s sole and absolute discretion, which may include, but is
not limited to, the “Sectoral Sanctions Identifications List”, published
by the Office of Foreign Assets Control of the U.S. Department of the
Treasury, the Section 311 Special Measures for Jurisdictions, Financial
Institutions, or International Transactions of Primary Money Laundering
Concern published by Financial Crimes Enforcement Network of the U.S.
Department of the Treasury, and, any other foreign terrorist organization
or other sanctioned, restricted, or debarred party list published by the
Financial Investigation Authority of the British Virgin Islands, or under
Economic Sanctions, AML, or CTF Laws of or by Governments of the United
States, the British Virgin Islands (including any sanctioned, restricted,
or debarred party list under the Laws of the United Kingdom and applicable
in the British Virgin Islands), the Seychelles and the United Nations.
- “Wallet” means a software application (or other mechanism) that
provides a means for holding, storying, and/or transferring Tokens.
- ZT is committed to providing safe, compliant, and reputable
Services and to identify, detect, prevent, and report on money laundering,
terrorist financing, and other improper activities under applicable AML,
CTF, Anti-Corruption, and Economic Sanctions Laws. Accordingly, ZT may, in
its sole and absolute discretion, conduct a comprehensive and thorough
user due diligence process and ongoing analysis and reporting. By agreeing
to this Agreement, you shall affirmatively certify that you are not a
Sanctioned Person nor have you been suspended or blocked from using the
Site or Services by ZT, (collectively, a “Prohibited Person”) and are not
utilizing the Services for the benefit of a Prohibited Person, and must
provide promptly all information requested and necessary to satisfy due
diligence requirements and obligations as set forth in ZT’s or its
Associate’s sole and absolute discretion. You agree to provide promptly
any documentation, information, or records requested by ZT at any time,
including, but not limited to, a self-certification permitting the
determination of tax residence and status under applicable tax Laws. Such
information may include, but is not limited to, self-certifications as to
beneficial ownership. ZT may need to retain certain information,
documentation, and records on file pursuant to applicable Laws and its
contractual relationships, and ZT hereby expressly reserves the right to
keep such information, documentation, and records. Additionally, ZT may monitor
for and assesses suspicious or sanctionable transactions under applicable
AML, CTF, Anti-Corruption, and Economic Sanctions Laws, as well as
undertakes mandatory reporting to applicable international regulators.
These undertakings shall apply even when you suspend or terminate your
relationship with ZT. Our policies apply to any and all Tokens and other
funds or property being exchanged on or through the Site or by any of you
or your Affiliates.
- Reservation of Rights. ZT
reserves the right to bar any transactions on the Site or through the
Services, for or with, any user for any reason, or for no reason, at any
time, subject to any limitations imposed by applicable Laws. In lieu of
refusing access to the Services, ZT may, in its sole and absolute discretion,
perform enhanced due diligence procedures. At all times, you may be
subject to enhanced due diligence procedures in your use of the Site and
any Services. If you decline to provide requested due diligence
information or otherwise do not reply timely or substantively with the
documentation or data requested, ZT has the absolute discretion to suspend
or terminate Services to you immediately.
- Accuracy of Information. YOU ARE SOLELY RESPONSIBLE FOR ENSURING THE ACCURACY AND
COMPLETENESS OF ALL INFORMATION AND MATERIALS THAT YOU PROVIDE TO US IN
CONNECTION WITH YOUR USE OF THE SITE OR SERVICES, INCLUDING, WITHOUT
LIMITATION, ALL INFORMATION AND MATERIAL THAT YOU PROVIDE TO US IN
CONNECTION WITH US CHECKING YOUR BACKGROUND. YOU HEREBY REPRESENT AND
WARRANT THAT (i) ALL SUCH INFORMATION AND MATERIALS ARE TRUE, ACCURATE AND
COMPLETE IN ALL RESPECTS, COMPLY WITH ALL APPLICABLE LAWS, RULES AND
REGULATIONS AND DO NOT VIOLATE OR INFRINGE ANY THIRD-PARTY RIGHTS, AND
(ii) YOU WILL IMMEDIATELY NOTIFY US ABOUT, AND CORRECT, ANY INACCURACY IN
ANY SUCH MATERIALS OR INFORMATION.
- Acknowledgment. YOU
ACKNOWLEDGE THAT WE MAY CHECK YOUR BACKGROUND AND IDENTITY, IN OUR SOLE
AND ABSOLUTE DISCRETION, IN CONNECTION WITH CERTAIN USES OF THE SITE. YOU
HEREBY AUTHORIZE US TO, DIRECTLY OR THROUGH THIRD PARTIES, MAKE ANY
INQUIRIES AND CONDUCT ANY INVESTIGATION WE CONSIDER NECESSARY OR HELPFUL
TO VERIFY YOUR IDENTITY AND TO TAKE ANY ACTIONS WE DEEM NECESSARY OR
HELPFUL BASED ON THE RESULTS OF SUCH INQUIRIES AND INVESTIGATIONS. YOU FURTHER
AUTHORIZE ANY AND ALL THIRD PARTIES TO WHICH ANY SUCH INQUIRIES OR
INVESTIGATIONS MAY BE DIRECTED TO FULLY RESPOND TO SUCH INQUIRIES OR
INVESTIGATIONS. YOU ACKNOWLEDGE AND AGREE THAT WE MAY, IN OUR SOLE
DISCRETION, DENY YOU THE RIGHT TO USE THE SITE. ZT AND ITS ASSOCIATES WILL
HAVE NO LIABILITY TO YOU FOR ANY LIABILITY OR OTHER LOSSES ARISING FROM
ANY INQUIRIES OR INVESTIGATIONS ARISING UNDER THIS SECTION 1.3.
- Wallets. YOU
ACKNOWLEDGE AND AGREE THAT (i) WE HAVE NO CONTROL OVER ANY WALLET THAT YOU
MAY USE IN CONNECTION WITH YOUR USE OF THE SITE, (ii) ALL WALLETS ARE
PROVIDED BY THIRD PARTIES THAT WE HAVE NO RIGHT OR ABILITY TO CONTROL, AND
(iii) ANY DISPUTE BETWEEN YOU AND ANY THIRD PARTY WALLET PROVIDER IS
BETWEEN YOU AND THAT THIRD PARTY WALLET PROVIDER.
- Additional Terms. We may
require you to agree to additional terms and/or policies from time-to-time
in connection with your use of the Site or Services (“Additional Terms”).
Except as expressly stated otherwise in such Additional Terms, any
Additional Terms are hereby incorporated into and subject to this
Agreement, and this Agreement will control in the event of any conflict or
inconsistency with the Additional Terms to the extent of the conflict or
inconsistency.
- Depending on the services you use, you may be subject to the
additional terms provided in Sections 17 and 18. To the extent the
service specific terms in Sections 17 and 18 apply to you, as determined
in ZT’s sole and absolute discretion, and are inconsistent with the terms
of Sections 1-16 of this Agreement, the terms of Sections 17 and 18 shall
govern.
- You hereby agree to the to the collection, use and disclosure of
information in accordance with and to be bound by the ZT Privacy Policy
(“Privacy Policy”) located [here].
- Changes to this Agreement. You understand and agree that ZT may change this Agreement at any
time without prior notice. You may read a current, effective copy of this
Agreement at any time by selecting the appropriate link on the Site. The
revised Agreement will become effective at the time of posting, and your
use of the Site or Services after such time will constitute your
acceptance of the revised Agreement. If any change to this Agreement is
not acceptable to you, then your sole remedy is to stop using the Site or
Services. Notwithstanding the preceding sentences of this Section 1.6, no
revisions to this Agreement will apply to any dispute between you and ZT
that arose prior to the effective date of such revisions.
- Consideration. ZT currently
provides you with access to the Site for free. In return for enjoying this
free access, you acknowledge and agree that we may generate revenues,
increase goodwill or otherwise increase the value of ZT from your use of
the Site, and you will have no right to share in any such revenues, goodwill
or value whatsoever. However, we may charge you fees for certain Services
and other uses of the Site. If we do, then we will notify you of those
fees before you have an obligation to pay them.
- Jurisdictional Issues. ZT
makes no representation that materials on the Site or the Services are
appropriate, lawful or available for use in any location. Those who choose
to access or use the Site or Services do so on their own initiative and
are responsible for compliance with all applicable Laws.
- Eligibility. You may not
use this Site or the Services if you are (i) a natural person under the
age of 18, (ii) a Person located or residing in, or formed under the Laws
of, a Prohibited Jurisdiction, or (iii) a Prohibited Person.
- Mobile Services. The Site or
portions thereof may be accessible via a mobile phone, tablet or other
wireless devices (collectively, “Mobile Services”). Your mobile carrier’s
normal messaging, data and other rates and fees will apply to your use of
the Mobile Services. In addition, downloading, installing or using certain
Mobile Services may be prohibited or restricted by your mobile carrier,
and not all Mobile Services may work with all carriers or devices.
Therefore, you are solely responsible for checking with your mobile carrier
to determine if the Mobile Services are available for your mobile
device(s), what restrictions, if any, may be applicable to your use of the
Mobile Services, and how much they will cost you. Nevertheless, all use of
the Site and the related Mobile Services must be in accordance with this
Agreement. ZT and its Associates shall not be liable to any party for any
loss or damage resulting in whole or in part from any malfunction in its
Site or Service to you to the extent such malfunction arises from, or is in
anyway connected to, your mobile carrier’s service.
- Registration; Accounts
- Log-In Credentials.
While you may always browse public-facing portions of the Site without
registering with us, in order to access certain portions of the Site, ZT
may require you to register an account with us (an “Account”) or meet
other criteria as determined by us in our sole and absolute discretion.
- Account Security.
You are responsible for the security of your Account, and are fully
responsible for all activities that occur through the use of your
credentials. You agree to notify us immediately at [email protected] if
you suspect or know of any unauthorized use of your log-in credentials
or any other breach of security with respect to your Account. We will
not be liable for any loss or damage arising from unauthorized use of
your credentials. Separate log-in credentials may be required to access
Third-Party Services (defined in Section 7 below).
- Revocation of Access. We
reserve the right to disallow, cancel, remove or reassign certain
usernames and other information associated with an Account in
appropriate circumstances, as determined by us in our sole and absolute
discretion, and may, with or without prior notice, suspend or terminate
your Account if activities occur on your Account which, in our sole and
absolute discretion, would or might constitute a violation of this
Agreement, cause damage to or impair the Services or Site, infringe or
violate any third party rights, damage or bring into disrepute the
reputation of ZT, or violate any applicable Laws. If messages sent to
the e-mail address you provide are returned as undeliverable, then we
may terminate your Account immediately without notice to you and without
any liability to you or any third party.
- Intellectual Property Rights
- License. Subject to
your complete and ongoing compliance with this Agreement, ZT hereby
grants you a revocable, non-exclusive, non-transferable,
non-sublicensable, royalty-free and worldwide right and license to
access and use the Services and Site solely in strict compliance with
the provisions of this Agreement and as permitted by the functionalities
of the Services and Site available to you.
- Content. Except as
otherwise set forth in this Agreement, the content that ZT provides to
you on the Services and Site, including, without limitation, any text,
graphics, software, interactive features, information or other materials
(collectively, the “ZT Content”), is protected by copyright or other
intellectual property rights and owned by ZT or its licensors. Moreover,
ZT or its licensors own all design rights, database and compilation
rights and other intellectual property rights in and to the Services and
Site, in each case whether registered or unregistered, and any related
goodwill.
- Marks. ZT’s
trademarks, service marks and logos (collectively, the “ZT Trademarks”)
used and displayed on the Site are ZT’s registered and/or unregistered
trademarks or service marks. Any other product and service names located
on any part of the Services and Site may be trademarks or service marks
owned by third parties (collectively with the ZT Trademarks, the “Trademarks”).
Except as otherwise permitted by Law, you may not use the Trademarks to
disparage ZT or the applicable third party, ZT’s or a third party’s
products or services, or in any manner (using commercially reasonable
judgment) that may damage any goodwill in the Trademarks. You may not
use any Trademarks as part of a link to or from any website without ZT’s
prior written consent. All goodwill generated from the use of any ZT
Trademark will inure solely to ZT’s benefit.
- Restrictions. ZT hereby
reserves all rights not expressly granted to you in this Section 3.
Accordingly, nothing in this Agreement or on the Site will be construed
as granting to you, by implication, estoppel or otherwise, any
additional license rights in and to the Site, Service, or any ZT Content
or Trademarks located or displayed on or within the Site or Service.
- Content
- General. Certain
features on the Site may allow you to submit or upload (collectively,
“Submit”) content to the Site or you may otherwise directly or
indirectly provide content to ZT, such as user profile content or other
materials subject to intellectual property or similar Laws (“User
Content”). For all User Content that you Submit, you hereby grant us
(and those third parties we work with) a worldwide license to use,
exploit, host, store, transmit, reproduce, modify, create derivative
works of (such as those resulting from changes we make so that your User
Content works better with our Site), publish, publicly perform and
display and distribute such content; provided that we will not share
with other users any User Content that you Submit that is not viewable
by other users based on any privacy settings available on the Site. The
rights you grant in this Section 4 are for the purpose of operating, promoting,
and improving our Site and Service and this license continues even if
you stop using our Site.
- Disclaimer. We are
under no obligation to edit or control User Content that you Submit, and
will not be in any way responsible or liable for User Content. ZT may,
however, at any time and without prior notice, screen, remove, edit or
block any User Content that in our sole judgment violates this Agreement
or is otherwise objectionable, such as, without limitation, User Content
that ZT determines is or could be interpreted to be abusive, bigoted,
defamatory, harassing, harmful, infringing, obscene, offensive,
pornographic, racist, threatening, unlawful, vulgar or otherwise
inappropriate (collectively, “Objectionable Content”). Further, we may,
in our sole discretion, take any action we deem necessary and/or
appropriate against any user who Submits Objectionable Content,
including, but not limited to, warning the user or suspending or
terminating the user’s Account.
- Restrictions on Use of the Site. Without limiting any other terms of this Agreement, you agree not
to (and not to attempt to):
- decipher, decompile, disassemble or reverse engineer any of the
software or source code comprising or making up the Site;
- use any device, software or routine to interfere or attempt to
interfere with the proper working of the Services or Site, or any
activity conducted thereon;
- delete or alter any material ZT makes available on the Site;
- frame or link to any of the materials or information available on
the Site;
- use or exploit any Trademarks or ZT Content in any manner that is
not expressly authorized by this Agreement;
- access, tamper with or use non-public areas of the Site, ZT’s
(and its hosting company’s) computer systems and infrastructure or the
technical delivery systems of ZT’s providers;
- provide any false information to ZT;
- create a false identity or impersonate another person or entity
in any way;
- restrict, discourage or inhibit any person from using the Site;
- use the Site, without ZT’s prior express written consent, for any
unauthorized purpose;
- gain unauthorized access to the Site, other users’ Accounts or to
other computers or websites connected or linked to the Site or Services;
- transmit to the Site any virus, worm, spyware, malware,
ransomware, or any other computer code, file or program that may or is
intended to disable, overburden, impair, damage or hijack the operation
of any hardware, software or telecommunications equipment, or any other
aspect of the Site or Services or communications equipment and computers
connected thereto;
- violate any federal, state or local Laws or the terms of this
Agreement; or
- assist or permit any person in engaging in any of the activities
described above.
- Subpoenas and Court Orders. It is ZT’s policy to comply with all facially valid subpoenas,
court orders or binding orders issued to it by law enforcement agencies
and other Government Authorities. This may affect your access to your
account, your funds and our services to you. We are not responsible for
any losses, whether direct or indirect, that you may incur as a result of
our compliance with applicable Law, the guidance or direction of any
regulatory authority or Government Authority, or any writ of attachment,
lien, levy, subpoena, warrant, or other legal order.
- Third-Party Services. ZT and its Associates may contract with Persons, including those
providing research analysis or other information related to the Services
to provide certain data, information, insights, analysis, and articles
that are made available through the Site and the Services, and may also
provide links to third-party websites (or other online properties that
are not owned or controlled by ZT) or services that are not under the
control of ZT (such information and services collectively, “Third-Party
Services”). In addition to this Agreement, you may be bound by any
additional terms required by providers of Third-Party Services. ZT and
its Associates make no representations about, and accept no liability
for, any Third-Party Services. ZT and its Associates are not responsible
for the accuracy or reliability of any information, data, opinions,
advice, or statements contained in Third-Party Services, the services
offered thereby or for their privacy and security policies and
procedures.
- Feedback. If you
choose to provide us with input or suggestions regarding problems with or
proposed modifications or improvements to the Site or Services
(“Feedback”), then you hereby grant to us a non-exclusive, perpetual,
irrevocable, transferable, sublicensable (through multiple tiers),
worldwide and royalty-free right to use and exploit the Feedback in any
manner and for any purpose without any restriction, credit, attribution
or fees due to you.
- Governing Law and Dispute Resolution.
- Governing Law. This
Agreement shall be construed and interpreted in accordance with the Laws
of the Republic of Panama, without giving effect to provisions thereof
regarding conflict of laws.
- Dispute Resolution.
Except as set forth in Section 17.3, any controversy or claim arising
out of or relating to this Agreement or the interpretation, breach,
termination or validity hereof shall be resolved through arbitration in
accordance with the Panama Conciliation and Arbitration Centre rules.
The language to be used in the arbitral proceedings shall be English and
the seat of the arbitration shall be the Republic of Panama.
- Third Party Disputes.
ANY DISPUTE YOU HAVE WITH ANY THIRD PARTY, INCLUDING, BUT NOT LIMITED
TO, OTHER USERS, IN CONNECTION WITH YOUR USE OF THE SITE OR SERVICES,
INCLUDING, BUT NOT LIMITED TO, ANY SMART AGREEMENT (AS DEFINED BELOW) OR
ANY DISPUTE WITH A PROJECT (AS DEFINED BELOW) OR DISPUTE RELATED TO THE
PURCHASE OF PROJECT TOKENS (AS DEFINED BELOW) IS DIRECTLY BETWEEN YOU AND
SUCH THIRD PARTY. ACCORDINGLY, TO THE FULLEST EXTENT PERMITTED BY LAW,
YOU HEREBY IRREVOCABLY RELEASE ZT AND ITS ASSOCIATES FROM ANY AND ALL
CLAIMS, DEMANDS AND DAMAGES (ACTUAL AND CONSEQUENTIAL) OF EVERY KIND AND
NATURE, KNOWN AND UNKNOWN, ARISING OUT OF OR IN ANY WAY CONNECTED WITH
SUCH DISPUTES.
- Limitation of Liability and Disclaimer of Warranties
- ZT MAKES NO WARRANTIES OR REPRESENTATIONS ABOUT THE SITE OR ANY
CONTENT THEREON OR THE SERVICES. ACCORDINGLY, THE SITE AND ALL CONTENT
THEREON AND THE SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE”
BASIS WITHOUT ANY WARRANTIES OF ANY KIND, AND ZT HEREBY DISCLAIMS ALL
WARRANTIES, INCLUDING, BUT NOT LIMITED TO, THE WARRANTIES OF TITLE,
MERCHANTABILITY, NON-INFRINGEMENT OF THIRD PARTY RIGHTS AND FITNESS FOR
A PARTICULAR PURPOSE.
- WITHOUT LIMITING SECTION 10.1, ZT MAKES NO WARRANTY THAT THE
SITE, SERVICES, OR ANY CONTENT THEREON ARE FREE OF ERRORS, COMPUTER
VIRUSES OR SIMILAR CONTAMINATION OR DESTRUCTIVE FEATURES. IF YOUR USE OF
THE SITE, SERVICES, OR ANY CONTENT THEREON RESULTS IN THE NEED FOR
SERVICING OR REPLACING EQUIPMENT OR DATA, THEN ZT WILL NOT BE
RESPONSIBLE FOR THOSE COSTS.
- IN NO EVENT WILL ZT BE LIABLE FOR ANY SPECIAL, INDIRECT,
PUNITIVE, INCIDENTAL OR CONSEQUENTIAL DAMAGES, LOST PROFITS OR DAMAGES
RESULTING FROM LOST DATA OR BUSINESS INTERRUPTION RESULTING FROM, OR IN
CONNECTION WITH, THE SITE, SERVICE, AND ANY CONTENT THEREON, WHETHER
BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE) OR ANY OTHER
LEGAL THEORY, EVEN IF ZT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH
DAMAGES. ZT’S LIABILITY TO YOU OR ANY THIRD PARTIES IN ANY CIRCUMSTANCE
ARISING FROM THIS AGREEMENT SHALL NOT EXCEED THE AMOUNTS ZITI BY YOU TO ZT
PURSUANT TO THIS AGREEMENT.
- ZT SHALL HAVE NO LIABILITY TO YOU IN CONNECTION WITH (i) ANY
OUTAGE OR UNAVAILABILITY OF THE SITE OR ANY PROBLEMS YOU MAY HAVE IN
PARTICIPATING ON THE SITE OR IN OUR SERVICES, OR (ii) ANY SECURITY
BREACH AFFECTING ANY FEATURE, CONTENT OR SERVICES AVAILABLE ON THE SITE.
YOU BEAR ALL RISKS OF USING THE SITE, AND YOU SHOULD ONLY PARTICIPATE TO
THE EXTENT YOU ARE WILLING AND ABLE TO LOSE ANY AMOUNTS SPENT AND/OR
INVESTED.
- THERE MAY BE INADVERTENT TECHNICAL OR FACTUAL INACCURACIES AND
TYPOGRAPHICAL ERRORS IN INFORMATION OR MATERIALS ON THE SITE OR
SERVICES, AND ZT MAKES NO WARRANTIES REGARDING THE ACCURACY,
COMPLETENESS OR TIMELINESS OF SUCH INFORMATION OR MATERIALS. ZT PROVIDES
NO GUARANTEES AGAINST THE POSSIBILITY OF DELETION, MIS-DELIVERY OR
FAILURE TO STORE COMMUNICATIONS, PERSONALIZED SETTINGS, OR OTHER DATA. ZT
HEREBY EXPRESSLY DISCLAIMS ALL LIABILITY FOR ERRORS OR OMISSIONS IN, OR
THE MISUSE OR MISINTERPRETATION OF, ANY INFORMATION OR MATERIALS
CONTAINED ON THE SITE OR SERVICES.
- NO INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM ZT
OR OTHERWISE THROUGH THE SITE, WILL CREATE ANY WARRANTY NOT EXPRESSLY
STATED IN THESE TERMS.
- ZT MAKES NO REPRESENTATIONS OR WARRANTIES REGARDING THE
LIKELIHOOD OR PROBABILITY THAT YOUR PARTICIPATION ON THE SITE OR IN OUR
SERVICES WILL ACHIEVE A PARTICULAR OUTCOME OR GOAL. PAST PERFORMANCE IS
NOT A GUARANTEE OF FUTURE SUCCESS, AND VOLATILITY MEANS THAT PERFORMANCE
IN ANY PERIOD MAY BE FAR DIFFERENT FROM THAT OF PREVIOUS PERIODS. YOU
MAY LOSE ALL OR PART OF ANY PARTICIPATION ON THE SITE AND THROUGH OUR
SERVICES. YOU FURTHER ACKNOWLEDGE AND AGREE THAT ZT MAKES NO GUARANTEES
OR OTHER COMMITMENTS ABOUT YOUR ABILITY TO ACCESS OR USE THE SITE OR
SERVICE
- Your Representations and Warranties. You represent and warrant to ZT on the date of your acceptance
or deemed acceptance of this Agreement and each day on which you utilize
or access the Services, in each case with reference to the facts and
circumstances existing at such date, as follows:
- that, if you are an individual user, you are 18 years of age or
older and that you have the capacity to contract under applicable Laws;
- that, if you are using the Site on behalf of a legal entity (i)
such legal entity is duly organized and validly existing under the
applicable laws of the jurisdiction of its organization, and (ii) you
are duly authorized by such legal entity to act on its behalf;
- that you understand the risks associated with using the Site and
the Services, that you are not otherwise prohibited by applicable Laws
from using the Site and the Services and that you have had the
opportunity to seek legal, accounting, taxation and other professional
advice regarding this Agreement and the Services;
- that you will not use the Site or any Services in order to
conceal or disguise the origin or nature of proceeds of crime or terrorist
financing, or to further, any breach of applicable AML or CTF Laws, or
to deal in any unlawful Tokens, property, funds, or proceeds;
- that you will not transact on the Site or use any Services with
anything other than Tokens that have been legally obtained by you and
that belong to you;
- that you are currently in compliance with, and must, at your own
cost and expense, comply with all applicable laws that relate to or
affect the Services conducted under this Agreement, including, but not
limited to, AML, CTF, Anti-Corruption Laws, Economic Sanctions, or tax
Laws;
- that you consent to any and all tax and information reporting
under AML, CTF, Anti-Corruption, Economic Sanctions, or tax Laws as ZT
may reasonably determine;
- that neither you nor any of your Affiliates shall use any Tokens
in connection with the Services directly or indirectly (i) on behalf of
or for the benefit of a Prohibited Person or any Person subject to the
jurisdiction of a Prohibited Jurisdiction, (ii) in violation of or as
prohibited, restricted, or penalized under applicable Economic Sanctions
Laws, or (iii) in any way that would violate, be inconsistent with,
penalized under, or cause the omission of filing of any report required
under applicable AML, CTF, or Economic Sanctions Laws;
- that neither you nor any of your Affiliates is (i) itself or
owned (beneficially or of record) or controlled by a Sanctioned Person,
(ii) involved in any transaction, transfer, or conduct that is likely to
result in you or your Affiliates becoming a Sanctioned Person, (iii)
residing or domiciled in, or transferring Tokens, or property to, from,
or through any Wallet or other account in, or engaging in any
transaction on the Site from a Prohibited Jurisdiction.
- that neither you nor any of your Affiliates has directly or
indirectly offered, promised, given, or authorized any payment, or
offered, promised, given, or authorized the giving of anything else of
value, including, but not limited to, any Token, to a Government
Official or individual employed by another entity in the private sector
in violation of any applicable Anti-Corruption Laws;
- that you will not falsify any Site or Services registration, or
administration details provided to ZT or any Project;
- that you will not falsify or materially omit any information or
provide misleading or inaccurate information requested by ZT or any
Project in the course of, directly or indirectly relating to, or arising
from your activities on the Site or use of any Services, including, but
not limited to, at registration or during administration or other due
diligence processes, and that if any information provided to ZT or a
Project becomes incorrect or outdated, including, but not limited to,
information relating to your beneficial ownership, you will promptly
provide corrected information to ZT;
- that you acknowledge and agree that any Wallet you use in
connection with the Services, other than a Wallet provided on the Site
by ZT to enable interaction with the Services, is wholly controlled and
owned by you and that ZT does not have any right, title or interest to
the Wallet, except as otherwise set forth herein;
- that you acknowledge and agree that any transactions undertaken
through your login credentials, from your authorized e-mail address on
file with ZT, or from a Wallet in connection with the Services are
deemed to be valid, binding, and conclusive;
- that you will fairly and promptly report all income associated
with your activity on the Site pursuant to applicable Laws and pay any
and all taxes thereon;
- that (i) you own the User Content Submitted by you or otherwise
have the right to grant the license set forth in this Agreement, (ii)
the Submission of your User Content and the use of the same as
contemplated in this Agreement does not and will not violate any right
of any third party, (iii) the Submission of your User Content will not require
us to pay any amounts or provide any attribution to any third parties,
and (iv) the Submission of your User Content does not result in a breach
of contract between you and a third party or infringe the rights of any
other person or violate applicable Laws;
- that you will accurately and promptly inform ZT if you know or
have reason to know whether any of the foregoing representations or
warranties no longer is correct or becomes incorrect;
- That you are fully aware of and accept the risks associated with buying,
trading and using Tokens, including, but not limited to:
- Market prices for Tokens, including, but
not limited to, Project Tokens, can be volatile and highly
unpredictable. Whether the future market price for a Token will move up
or down or even sustain a market value is a speculation and
unknowable.
- Markets for Tokens can at times become what
is known as “illiquid,” which means there can be a scarcity of persons
who are willing to trade at any one time. Thinly traded or illiquid
markets have potential for increased risk of loss because they can
experience high volatility of prices and in such markets market
participants may find it impossible to liquidate market positions
except at very unfavorable prices. There is no guarantee that the
markets for any Token will be active and liquid or permit you to
establish or liquidate positions in the Tokens when desired or at
favorable prices.
- The legality of holding Tokens, trading of
them, or buying or selling Tokens may not be clear and may vary under
the Laws of different jurisdictions throughout the world. This can mean
that the legality of holding or trading Tokens, or buying or selling
Tokens, is not always clear. Whether and on what basis a Token may
constitute property, an asset, might vary from one jurisdiction to
another. You are responsible for knowing and understanding how the Laws
applicable to you or your property with respect to the use of the
Services.
- The Tokens transferred into a Smart
Contract (as defined below) may be commingled with the Tokens of other
users of the Site. Transferring your Tokens into the Smart Contract
exposes your Tokens to risks of total loss from, among others things,
security breaches from cyber attacks that hack and steal Tokens,
electronic or technological failures that impede or prevent market
access and market performance, recordkeeping errors, and any
insolvency, bankruptcy, or material financial losses of or incurred by ZT
or any of its Associates.
- You acknowledge and agree that ZT may freeze the Smart Contract,
in its sole and absolute discretion, in the event that you or any other
user of the Services are believed to be engaged in suspicious activity
or to be in breach of this Agreement.
- You acknowledge and agree that ZT operates and administers the
Site, but ZT is (i) not a counterparty to any purchase or sale of Tokens
by and between you and any third party, including, but not limited to,
the purchase of Project Tokens (as defined below), and (ii) is not a
counterparty to any SMART Agreements you enter into by and between you
and any other user of the Services. ZT has no financial responsibility
or liability for any failure of market participants to honor their
financial obligations. There is always a risk that one or more market
participants will renege, default, or otherwise fail to honor their
financial obligations or will be unwilling or unable to abide by the
terms of their agreements. In the event that risk materializes, other
market participants can and likely will incur financial losses.
- You acknowledge and agree that the holding of Tokens is
inherently in risk of the potential for Tokens, and/or Wallets, to be
lost, stolen, or hacked.
- You acknowledge and agree that you have had the opportunity to
consult legal counsel in connection with this Agreement even if you
chose not to do so, and this Agreement will not be construed against you
or ZT as drafter.
- Indemnification. To the
fullest extent permitted by Law, you agree to defend, indemnify and hold
harmless ZT and its Associates from and against any claims, actions or
demands, including, without limitation, reasonable legal and accounting
fees, arising or resulting from (i) your breach of this Agreement, (ii)
your access to, use or misuse of the ZT Content, Trademarks or any part
of the Site or Services, or (iii) any false, inaccurate or misleading
information you provide to ZT. ZT will provide notice to you of any such
claim, suit or proceeding. ZT reserves the right, in its sole discretion,
to assume the exclusive defense and control of any matter which is
subject to indemnification under this section at your sole expense if ZT
believes that you are unwilling or incapable of defending ZT’s interests.
In such case, you agree to cooperate with any reasonable requests
assisting ZT’s defense of such matter at your sole expense.
Notwithstanding the foregoing, nothing contained in this Agreement shall
constitute a waiver by any user of any of his, her or its legal rights
under applicable Laws or any other Laws whose applicability is not
permitted to be contractually waived.
- Term and Termination.
- Term. As between
you and ZT, the term of this Agreement commences on your first use of
the Site or Services and continues until the termination of this
Agreement by either you or ZT.
- Suspension, Termination and Cancellation. You may terminate this Agreement by sending written
notification to us at [email protected] and terminating
your use of the Site and Services. We reserve the right, in our sole and
absolute discretion, to restrict, suspend, or terminate your access to
all or any part of the Site or Service, or to terminate this Agreement
at any time without prior notice or liability if you breach any
provision of this Agreement or violate the rights of any third party on
or through the Site. We reserve the right to change, suspend, or
discontinue all or any part of the Site at any time without prior notice
or liability.
- Survival. The
respective indemnities, representations, warranties and agreements of
the parties hereto contained in this Agreement or made by or on behalf
of the parties hereto pursuant to this Agreement shall survive the
termination of this Agreement indefinitely and shall remain in full
force and effect, including, but not limited to, the terms of Sections
1.2, 1.3, 1.4, 1.8, 3, 4, 6, 7, 8, 9, 10, 11, 12, 13.3, 14 and all
defined terms used therein will survive the termination of this
Agreement indefinitely.
- Consent to Electronic Communications. By using the Site, you consent to receiving certain electronic
communications from us as further described in the Privacy Policy.
- Miscellaneous. You agree
that no joint venture, partnership, employment or agency relationship
exists between you and ZT as a result of this Agreement or use of the
Site or Services.
- Severability. If any
provision of this Agreement is found to be invalid by any court or
arbitrator having competent jurisdiction, then the invalidity of such
provision will not affect the validity of the remaining provisions of
this Agreement, which will remain in full force and effect.
- No Waiver. Failure of
ZT to act on or enforce any provision of this Agreement will not be
construed as a waiver of that provision or any other provision in this
Agreement. No waiver will be effective against ZT unless made in
writing, and no such waiver will be construed as a waiver in any other
or subsequent instance.
- Entire Agreement.
This Agreement constitutes the entire agreement between you and ZT with
respect to the subject matter hereof, and supersedes all previous or
contemporaneous agreements, whether written or oral, between the parties
with respect to the subject matter hereof.
- Headings. The
section headings are provided merely for convenience and will not be
given any legal import.
- Assignment. This
Agreement will inure to the benefit of our successors and assigns. You
may not assign this Agreement or any of the rights or licenses granted
hereunder without the prior express written consent of ZT. ZT may assign
this Agreement, including all its rights hereunder, without
restriction.
- Contact Us. If you
would like to contact us for any reason email us at [email protected]
- Terms of Service Specific to the ZITI Platform.
- Use of the ZITI Platform. ZT operates the ZITI Platform, which is located at www.Zitico.in
and related subdomains. The ZITI Platform facilitates the drafting,
executing and enforcing of contracts between you and other users by
enabling its users to draft simple contracts (“SMART Agreements”) that
contain basic contract terms.
- To enter into a SMART Agreement, the parties thereto (the “SMART
Parties”) must send the Tokens subject to the terms of the SMART
Agreement (the “Deal Tokens”) to a Wallet designated by ZT on the Site,
in its sole and absolute discretion (the “Escrow Wallet”). The Escrow
Wallet shall hold the Deal Tokens in escrow pending completion of the
services detailed in the SMART Agreement. For the avoidance of doubt, the
Escrow Wallet is a pre-programmed Wallet, and the Deal Tokens may only be
released to the benefiting party(ies) upon mutual consent of the SMART
Parties. Should a dispute arise between the SMART Parties, and the SMART
Parties fail to collectively authorize the release of the Deal Tokens,
such dispute shall be submitted to arbitration pursuant to the terms of
Section 17.3.
- You hereby acknowledge and agree that if you enter into a SMART
Agreement with any other user or third party, the provisions of the SMART
Agreement shall be binding upon, and inure to the benefit of, the parties
thereto and their respective heirs, personal representatives, successors
and permitted assigns.
- ZITI Tokens and Staking. The ZITI Platform integrates its native Token, the ZITI Token, in
the various use cases on the Platform, as determined in ZT’s sole and
absolute discretion. The ZITI Platform gives ZITI Token holders (“Token
Holders”) different levels of access to the ZITI Platform dependent on how
many ZITI Tokens a Token Holder holds, which shall be verified by ZT in
its sole and absolute discretion. The different tiers of access shall be
(i) the “Participant Tier,” which requires 15,000 ZITI Tokens be held,
(ii) the “Manager Tier,” which requires that 75,000 ZITI Tokens be held,
the “Receiver Tier,” which requires that 150,000 ZITI Tokens be held, and
the “Arbitrator Tier,” which requires that 1,000,000 Tokens be held. For
the avoidance of doubt, ZT, in its sole and absolute discretion, shall
determine what access and use on the ZITI Platform each Staking tier may
receive. Furthermore, ZT reserves the right to change, alter, or remove
any access for any Staking tier or remove Staking from the ZITI Platform
altogether.
- Dispute Resolution and Arbitration. Any controversy or claim by and between two parties to a SMART
Agreement (the “Disputing Parties”) arising out of or relating to the
SMART Agreement or the interpretation, breach, termination or validity
thereof (the “Arbitration”) shall be resolved through the ZITI Platform’s
arbitration mechanism.
- Initiation of Arbitration. Arbitration shall be initiated once one of the Disputing Parties
send notice to ZT, by any method provided by ZT, in its sole and absolute
discretion, on the Site.
- Selection of Arbitrators. Once arbitration is initiated, ZT shall select three arbitrators
(the “Arbitrators”), selected at random and pursuant to any method, in ZT’s
sole and absolute discretion. The arbitrators shall be selected solely
from persons that are in the Arbitrator Tier.
- Payment of Collateral. As
set forth in more detail on the Site, the Disputing Parties shall send a
certain number of ZITI Tokens, as determined in ZT’s sole and absolute
discretion, to the Arbitrators to be held as collateral (the
“Collateral”) in escrow pending conclusion of the Arbitration (the
“Arbitration Tokens”).
- Arbitration Procedure. As
set forth in more detail on the Site, the Disputing Parties shall have
the opportunity to put forth any evidence and arguments supporting their
respective claims. The Arbitrators shall use such evidence and arguments
to render their final decision. Once a majority of the Arbitrators decide
in favor of one of the Disputing Parties, the Arbitration shall be deemed
complete.
- Fees and Return of Collateral. Following conclusion of the Arbitration, (i) the Collateral of
the Disputing Parties shall be returned to the respective party’s Wallet,
less the fees, as det forth in ZT’s sole and absolute discretion,
collected by the Arbitrators, and (ii) the Tokens subject to the SMART
Agreement shall be distributed to the applicable SMART Parties as
determined by the Arbitrators.
- Venue and Language. The
Arbitration shall take place remotely and via the ZITI Platform. The
language to be used in the Arbitration shall be English.
- Final and Binding. The
Arbitrators’ decision shall be final and binding. In the event a party
fails to proceed with arbitration, unsuccessfully challenges the
arbitrator’s award, or fails to comply with arbitrator’s award, the other
party is entitled of costs of suit including a reasonable attorney’s fee
for having to compel arbitration or defend or enforce the award.
- Terms of Service Specific to the Ziti Platform.
- Use of the Ziti Platform. ZT operates the Ziti Platform, which is located at
www. https://www.zitico.in and related subdomains, and provides a
technology platform which permits issuers (“Projects”) of Tokens
(“Project Tokens”) to transact directly with purchasers of the Tokens.
- If you decide to purchase Project Tokens through the Site, that
purchase (i) may be subject to additional terms you agree upon with the
Project for the purchase and sale of the Project Tokens (the “Token
Purchase Agreement”), (ii) may be required to provide, in addition to the
information or documents required pursuant to Section 1.3.2 above,
additional user due diligence documents as requested, in the sole
discretion of a Project (“Additional KYC”), and (iii) may be subject to
limitations described on the Site, including, but not limited to,
eligibility and sale restrictions, as determined and set forth by ZT in
its sole and absolute discretion. ZT will provide technological and
administrative services to both you and the Project to facilitate that
purchase. You acknowledge and agree that (A) your purchase of the
Project Tokens constitutes a separate agreement by and between you and
the Project to which ZT is not a party, and (B) ZT shall not enforce the
terms of any Token Sales Agreements, and your compliance therewith is
your responsibility.
- ZT has created an integration to allow you to transfer Tokens to
a Wallet (the “Smart Contract”) that provides a means for you to
purchase one or more Project Tokens from a Project using the Services
(the “Token Sale”). As a result, in order to fund the Smart Contract and
use the Services, you must (i) follow the procedures set forth on the
Site to connect your Wallet (the “Connected Wallet”) to your account,
and (ii) transact solely from the Connected Wallet. ZT does not permit
you to add Tokens to the Smart Contract through any other means or any
Token Wallets other than the Connected Wallet.
- You must transfer sufficient Tokens to the Smart Contract to
facilitate payment for the Project Tokens you wish to purchase from a
Project. The Ziti Platform will be used to facilitate (i) the transfer
from the Smart Contract to the Project the number and type of Tokens you
agree upon with the Project in exchange for the Project Tokens, (ii) the
transfer from the Smart Contract of Project Tokens to your Connected
Wallet, and (iii) other administrative matters such as execution of the
Token Purchase Agreement, if any, between you and the Project, and
confirming receipt and delivery of Tokens or Project Tokens, as
applicable, by the Project and by you.
- You acknowledge and agree that the Smart Contract will hold the
Tokens you send to it on the applicable blockchain, which shall be
chosen by ZT in its sole and absolute discretion. While the Tokens that
you transfer to the Smart Contract will be recorded by ZT as owned by
you, the Tokens transferred into the Smart contract may be commingled
with the Tokens of other users of the Site.
- You acknowledge and agree that you cannot purchase Project Tokens
unless you (i) satisfy the requirements of Section 1.3.2 and any
Additional KYC requirements, (ii) execute the Token Purchase Agreement,
if any, between you and the Project, and (iii) transfer the sufficient
number of Tokens, as set forth on the Site at the time of purchase, in
the amount you agreed to pay for the Project Tokens. If neither of the
foregoing items (i) – (iii) have been satisfied, at the discretion of ZT,
your purchase of the Project Tokens may be invalidated and the Project
Tokens you wished to purchase may be allocated to other purchasers.
- You agree and acknowledge that Project Tokens will generally be
allocated on a “first come, first serve” basis.
- You agree that you assume and bear the risk of any and all losses
related to your purchase of Project Tokens and that you have no right
whatsoever to claim damages, specific performance, or compensation in
any form from ZT or its Associates related to your purchase of Project
Tokens. In the event of any discrepancy in the information reflected in
the Smart Contract or elsewhere on the Site and information on the books
and records of ZT, the books and records of ZT shall be final and
binding for all purposes, even if this results in losses to you.
- Transfers. ZT reserves the right to process and effectuate any transfer from the Smart Contract. In the course of processing and transferring Tokens out of the Smart Contract, ZT may be required to share your user information with other contractual parties, including, but not limited to, financial institutions, third parties that provide anti-money laundering and/or know-your-customer services, or as required under applicable Laws or demanded upon a lawful request by any Government. You hereby irrevocably grant full permission and authority for ZT and its Associates to share this information with such contractual third parties, or as required under applicable Laws or demanded upon a lawful request by any Government, and release ZT from any liability, error, mistake, or negligence related thereto.