> For the complete documentation index, see [llms.txt](https://docs.zoth.io/zoth/llms.txt). Markdown versions of documentation pages are available by appending `.md` to page URLs; this page is available as [Markdown](https://docs.zoth.io/zoth/legal-disclaimer/terms-of-use-zmag7.md).

# Terms of Use zMAG7

PLEASE READ THESE TERMS AND CONDITIONS CAREFULLY. THIS DOCUMENT CONTAINS HIGHLY MATERIAL PROVISIONS GOVERNING YOUR INTERACTION WITH THE SOFTWARE, INTERFACES, AND SMART CONTRACT PROTOCOLS ASSOCIATED WITH zMAG7. ZOTH (AND ITS AFFILIATES) IS A SOFTWARE DEVELOPMENT AND TECHNOLOGY PROVIDER ONLY. ZOTH IS NOT A REGISTERED BROKER-DEALER, SECURITIES ISSUER, INVESTMENT ADVISER, UNDERWRITER, COMMODITY TRADING ADVISOR, FINANCIAL SERVICES PROVIDER, BANK, OR CUSTODIAN IN ANY JURISDICTION. zMAG7 TOKENS ARE NOT SECURITIES, SHARES, EQUITY, DEBENTURES, COLLECTIVE INVESTMENT SCHEME UNITS, OR FINANCIAL INSTRUMENTS OFFERED, DISTRIBUTED, UNDERWRITTEN, OR GUARANTEED BY ZOTH. NEITHER THESE TERMS NOR ANY INTERACTION WITH THE PLATFORM CONSTITUTES AN OFFER TO SELL, SOLICITATION OF AN OFFER TO BUY, OR RECOMMENDATION OF ANY SECURITY, FINANCIAL INSTRUMENT, OR INVESTMENT STRATEGY.

BY ACCESSING OR USING THE PLATFORM OR INTERACTING WITH zMAG7, YOU ACKNOWLEDGE THAT DIGITAL ASSETS, SMART CONTRACTS, ORACLE SYSTEMS AND BLOCKCHAIN-BASED PROTOCOLS INVOLVE SIGNIFICANT RISKS, INCLUDING THE RISK OF PARTIAL OR TOTAL LOSS OF DIGITAL ASSETS, LOSS OF LIQUIDITY, TECHNICAL FAILURE, CYBERSECURITY INCIDENTS AND REGULATORY RESTRICTIONS. YOU SHOULD ONLY USE THE PLATFORM IF YOU HAVE SUFFICIENT KNOWLEDGE AND EXPERIENCE TO UNDERSTAND THESE RISKS AND CAN AFFORD TO BEAR SUCH RISKS.

## INTRODUCTION AND ACCEPTANCE&#x20;

1. These Terms and Conditions (the “Terms” or “Agreement”) constitute a legally binding agreement between you (“User”, “you” or “your”) and Metaco Intelligence Corporation, a company incorporated under the laws of Panama, together with its affiliates and permitted assigns (“Company”, “we”, “us”, “our” or “Zoth”), governing your access to and use of the website, Platform, Interface, decentralised applications, APIs, smart contract interfaces and related technology made available in connection with zMAG7. If you access or use the Platform on behalf of any company, partnership, trust or other legal entity, you represent and warrant that you have full authority to bind such entity to these Terms.
2. By connecting a self-custodial digital asset wallet, accessing the Platform, interacting with deployed smart contracts, or utilizing any technical feature associated with zMAG7, you acknowledge that you have read, understood, and agree to be bound unconditionally by these Terms, together with our Privacy Policy and all incorporated disclaimers. If you do not agree to these Terms, you must immediately cease accessing or using the Platform and disconnect your wallet.
3. Zoth may amend, modify, update or replace these Terms, the Privacy Policy and any policies or documents incorporated by reference from time to time, including to reflect changes in Applicable Laws, regulatory requirements, security requirements, technical developments, changes to the Platform or Zoth’s risk and compliance requirements. Unless otherwise stated, such amendments shall become effective upon posting on the Platform, Interface or website. Your continued access to or use of the Platform following such posting constitutes your acceptance of the amended Terms.

## zMAG7 AND PLATFORM

1. Purely Software and Protocol Interface: Zoth operates strictly as software development and technology provider. The Platform provides users with an open-source, non-custodial software interface that facilitates programmatic communication with autonomous, decentralized blockchain-based smart contract protocols. Zoth does not control, execute, broker, intermediary, manage, or validate transactions executed across public blockchain networks.
2. Characterization of zMAG7: zMAG7 is a purely software-enabled, cryptographic, decentralized ledger entry (token) generated through smart contract mechanics. zMAG7 is designed to function as an on-chain synthetic reference or algorithmic index that tracks reference market data feeds provided by third-party, decentralized oracle networks (such as Chainlink or Pyth Network).
3. Negative Covenant Regarding Equity and Corporate Rights: For the avoidance of any doubt, zMAG7 DOES NOT represent, confer, convey, or embody:
4. Any direct, indirect, beneficial, legal, or equitable ownership interest in any public or private corporation, trust, enterprise, partnership, or underlying business entity;
5. Any equity shares, stocks, common stock, preferred shares, depository receipts, American Depositary Receipts (ADRs), Global Depositary Receipts (GDRs), debt securities, debentures, promissory notes, convertible instruments, bonds, commercial paper, or derivatives issued by any corporate issuer or sovereign entity;
6. Any shareholder rights, voting privileges, governance powers, board representation, information rights, inspection rights, or participation in annual general meetings;
7. Any claim, entitlement, or right to receive dividends, profit distributions, revenue shares, interest coupons, liquidation proceeds, capital returns, or bankruptcy distributions from any underlying corporate entity or Zoth;
8. Any direct custodial, fiduciary, contractual, or proprietary claim against any custodian, clearing house, transfer agent, depositary institution, or prime broker holding underlying traditional financial assets.
9. No Economic or Legal Interest in Reference Assets: Any reference to an underlying asset, index, company, security, market, commodity, benchmark or other reference data in connection with zMAG7 is solely for the purposes of determining or describing the operation of the relevant protocol or reference mechanism. No User acquires any legal, beneficial, economic or proprietary interest in any such underlying or reference asset by acquiring, holding, transferring or interacting with zMAG7.

## REGULATORY STATUS&#x20;

1. No Offering, Distribution, or Sale of Securities: Zoth is not an issuer, distributor, underwriter, placement agent, or seller of securities. The deployment, availability, or facilitation of software interacting with zMAG7 does not constitute a public offering, private placement, distribution, solicitation, or marketing of securities or collective investment schemes under the United States Securities Act of 1933, the United States Securities Exchange Act of 1934, the European Union Markets in Financial Instruments Directive II (MiFID II), the EU Markets in Crypto-Assets Regulation (MiCA), the United Kingdom Financial Services and Markets Act 2000 (FSMA), the Securities and Exchange Board of India Act, 1992 (SEBI Act), the Companies Act, 2013, the Monetary Authority of Singapore (MAS) Securities and Futures Act, the Dubai Virtual Assets Regulatory Authority (VARA) regulations, or any other international securities, commodities, or banking enactments.
2. No Broker-Dealer or Exchange Status: Zoth is not registered as a broker, dealer, market maker, national securities exchange, designated contract market, swap execution facility, alternative trading system (ATS), multilateral trading facility (MTF), clearing agency, or transfer agent with any regulatory authority, including without limitation the U.S. SEC, CFTC, FINRA, UK FCA, SEBI, MAS, ESMA, or any state or national supervisor. Zoth does not execute orders, match orders on a proprietary book, clear trades, settle bilateral securities contracts, or provide secondary market liquidity.
3. Absence of Fiduciary Duty and Investment Advisory Role: No communication, interface metric, chart, historical pricing feed, analytics dashboard, blog post, or documentation provided on or through the Platform constitutes investment, legal, accounting, tax, or financial advice. Zoth does not act as an investment adviser, portfolio manager, or fiduciary to any User. Users must evaluate all risks independently and consult their own legal, financial, and tax counsel prior to executing any cryptographic transactions.
4. Regulatory Uncertainty: The Company does not represent or warrant that zMAG7, the Platform or any interaction with the Platform is unregulated in every jurisdiction. The regulatory treatment of digital assets, synthetic assets, indices and smart-contract based arrangements may vary between jurisdictions and may change over time. Each User is solely responsible for determining whether its use of the Platform is lawful in its jurisdiction.

## ELIGIBILITY AND COMPLIANCE

1. Eligibility Criteria: To access or interact with the Platform, you represent and warrant that you: (a) have sufficient knowledge and experience to understand the mechanics, risks and complexities associated with cryptographic tokens, blockchain technology, synthetic assets and decentralised protocols; (b) are at least eighteen (18) years of age (or the legal age of majority in your jurisdiction); (c) have not previously been suspended or prohibited from accessing the Interface; and (d) possess advanced technical and financial sophistication sufficient to understand the mechanics, risks, and complexities of cryptographic tokens, synthetic indexing, and decentralized finance. If you access or use the Platform on behalf of a company, partnership, trust or other legal entity, you represent and warrant that you have full authority to bind that entity to these Terms and that such entity is duly organised and validly existing under applicable law.
2. You represent and warrant that you have full legal capacity and authority to enter into these Terms and that your use of the Platform and zMAG7 will not violate any Applicable Law, contractual obligation or third-party right applicable to you.
3. Restricted Persons and Prohibited Jurisdictions: You expressly represent and warrant that you are NOT:
4. A citizen, resident, entity organized under, or geographically located in the United States of America, its territories, or possessions ("U.S. Person" as defined under Regulation S of the Securities Act of 1933);
5. Located in, organized in, or resident of any jurisdiction subject to comprehensive economic or trade sanctions administered by the U.S. Department of the Treasury's Office of Foreign Assets Control (OFAC), the United Nations Security Council, the European Union, the United Kingdom HM Treasury, or the Government of India (including, but not limited to, Cuba, Iran, North Korea, Syria, and the Russian-occupied regions of Ukraine);
6. Listed on the Specially Designated Nationals and Blocked Persons List (SDN List), Consolidated Sanctions List, or any comparable global AML/CFT restricted list;
7. Using any virtual private network (VPN), proxy server, IP spoofing tool, or other technical circumvention mechanism to disguise or falsify your true geographic location to bypass geofencing or geographical access restrictions implemented by Zoth.
8. You are not using the Platform on behalf of, or for the benefit of, any person who is a Restricted Person, Sanctioned Person or person located in a Restricted Territory.
9. You shall comply with all Applicable Laws relating to anti-money laundering, counter-terrorist financing, sanctions, anti-fraud, market abuse, anti-corruption and other financial crime requirements.
10. Ownership and Source of Assets: You represent and warrant that any Digital Assets or other assets used in connection with the Platform are lawfully owned or controlled by you, or that you are duly authorised to use them, and that their use does not violate any third-party rights or Applicable Laws.

## NON-CUSTODIAL WALLETS&#x20;

1. Self-Custodial Wallets: The Platform is strictly non-custodial. All cryptographic transactions and interactions with zMAG7 smart contracts occur directly via your third-party, self-hosted web3 digital asset wallet (e.g., MetaMask, Coinbase Wallet, WalletConnect). Zoth never possesses, accesses, controls, transmits, or holds custody of your private cryptographic keys, seed phrases, digital assets, fiat currency, or smart contract permissions.
2. Sole User Responsibility: You are solely responsible for securing, managing and backing up your wallet credentials, private keys and passphrases. Zoth has no technical capability to recover lost private keys, reverse unauthorized transactions, recover misappropriated tokens, or restore access to your digital wallet under any circumstances.
3. Third-Party Wallet Software: Your relationship with third-party wallet providers, hardware devices, and remote procedure call (RPC) node providers is governed entirely by the terms and privacy notices of those third parties. Zoth accepts no liability whatsoever for malfunctions, bugs, or security failures arising from third-party wallet software.
4. Wallet Security and Transaction Verification: You are solely responsible for verifying the authenticity of the Platform, wallet addresses, transaction details, smart contract addresses and transaction parameters before approving or signing any transaction. You acknowledge that phishing, social engineering, fraudulent websites, malicious software and compromised wallets may result in irreversible loss.

## RISK AND DISCLOSURES

1. By utilizing the Interface or interacting with zMAG7, you acknowledge, understand, and voluntarily assume the extensive risks inherent in emerging blockchain technologies, including but not limited to:
2. Smart Contract Vulnerabilities: Smart contracts are code deployed immutably to public blockchains. Despite audits, smart contracts may contain undiscovered bugs, security vulnerabilities, logic errors, or exploits that could lead to complete loss of cryptographic assets.
3. Oracle Latency and Feed Failure: zMAG7 relies on third-party decentralized oracles for pricing and data feeds. Oracles may suffer delays, inaccuracies, interruptions, or manipulation, which may result in erroneous tracking, liquidation triggers, or computational errors.
4. Blockchain Settlement and Network Congestion: Transactions on public networks (e.g., Ethereum, Base, Polygon, Arbitrum) require network gas fees. Zoth has no control over gas prices, network congestion, delayed validation, chain reorganizations, forks, or miner/validator extractable value (MEV).
5. Synthetic Slippage and Liquidity Risk: zMAG7 may deviate from the secondary market valuation of referenced traditional assets due to protocol imbalances, liquidity pool depth, or market volatility. Zoth guarantees neither price parity nor secondary market liquidity.
6. Blockchain Forks and Network Events: Blockchain networks may experience forks, reorganisations, congestion, validator failures, attacks or other network-level events that may affect the functionality, availability, pricing or transferability of zMAG7.
7. Third-Party Infrastructure: The Platform may depend on third-party infrastructure, including blockchain networks, oracle providers, RPC providers, wallet providers, APIs, custodians, exchanges and other technology providers. Zoth does not control such third-party systems and does not guarantee their availability, security, accuracy or continued operation.
8. Regulatory Risk: Changes in Applicable Laws, regulatory interpretations, governmental actions or enforcement measures may restrict, suspend or prevent access to zMAG7 or the Platform in certain jurisdictions.

## REGULATORY MATTERS

1. The regulatory treatment of cryptographic tokens, synthetic digital assets, decentralized finance (DeFi), and tokenized reference instruments remains subject to substantial uncertainty and rapid evolution across global jurisdictions. Regulatory authorities or judicial bodies may determine in the future that smart contracts, synthetic tokens, or indexing protocols constitute regulated financial instruments, derivatives, swaps, or securities requiring licensing or registration.
2. Zoth may, without prior notice and without liability to you, modify, restrict, suspend, disable or terminate access to the Platform, zMAG7 or any functionality where Zoth reasonably considers such action necessary or appropriate due to Applicable Laws, regulatory requirements, sanctions requirements, governmental or court orders, security requirements, technical considerations or Zoth’s risk-management or compliance requirements.

## PROHIBITED USE

1. You agree not to engage in, attempt to engage in, or assist any third party in engaging in any of the following prohibited behaviors:
2. Violating any applicable domestic or international law, statute, ordinance, or regulation, including anti-money laundering (AML), counter-terrorist financing (CFT), anti-fraud, market abuse, or securities laws;
3. Engaging in market manipulation, wash trading, front-running, spoofing, layering, or fraudulent pricing practices across any automated market maker or decentralized exchange;
4. Interfering with, disrupting, or compromising the integrity, security, or availability of the Platform, servers, smart contracts, or connected networks;
5. Deploying automated bots, scrapers, crawlers, or unauthorized extraction scripts against the Interface without express prior written consent from Zoth.
6. Using the Platform to circumvent geographical, technical, compliance, AML/CFT or sanctions controls;
7. Providing false, misleading, incomplete or fraudulent information to Zoth;
8. Impersonating any person or entity or misrepresenting your identity, affiliation or authority;
9. Attempting to gain unauthorised access to the Platform, Interface, APIs, smart contracts, servers or connected systems;
10. Introducing malware, viruses, malicious code or other harmful material into the Platform or connected systems;
11. Using automated means to access, monitor, extract or scrape Platform content except as expressly authorised by Zoth;
12. Using the Platform for money laundering, terrorist financing, sanctions evasion, fraud or other unlawful purposes.

## INTELLECTUAL PROPERTY&#x20;

1. All intellectual property rights, titles, and interests in and to the Platform, including proprietary software, front-end visual designs, logos, trademarks, text, graphics, data compilations, and interface code (excluding open-source protocol components published under standard permissive licenses) belong exclusively to Zoth and its licensors.
2. Subject to your continuous compliance with these Terms, Zoth grants you a limited, non-exclusive, non-transferable, revocable license to access and interact with the Interface strictly for personal, non-commercial use.
3. Except for the limited licence expressly granted under these Terms, no right, title or interest in or to the Platform, Interface, software, technology, documentation, trademarks, data, content or other intellectual property of Zoth or its licensors is granted or transferred to you.
4. Certain components of the Platform may be subject to third-party or open-source licences. To the extent applicable, such components shall remain subject to their respective licence terms.

## PRIVACY

1. The collection, processing, storage, use and disclosure of personal information in connection with the Platform shall be governed by Zoth's Privacy Policy, as amended from time to time, which forms an integral part of these Terms.
2. You acknowledge that Zoth may process information obtained through your use of the Platform for purposes including operating and maintaining the Platform, security and fraud prevention, compliance with Applicable Laws, regulatory reporting, risk management and management of Zoth's relationship with you, in each case in accordance with the Privacy Policy and Applicable Laws.

## USER SECURITY&#x20;

1. You are solely responsible for maintaining the confidentiality and security of your wallet credentials, private keys, seed phrases, passwords and other authentication information.
2. You are responsible for all transactions initiated, authorised or confirmed through your wallet.
3. You shall promptly notify Zoth if you become aware of any unauthorised access to your wallet or any security incident affecting your use of the Platform.
4. Zoth shall have no obligation or ability to recover lost private keys, reverse blockchain transactions or restore access to compromised wallets.

## DISCLAIMER&#x20;

1. THE PLATFORM, THE INTERFACE, SMART CONTRACT ROUTING CAPABILITIES, AND ALL RELATED SERVICES ARE PROVIDED STRICTLY ON AN "AS IS" AND "AS AVAILABLE" BASIS. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, ZOTH EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, ACCURACY, SYSTEM INTEGRATION, QUIET ENJOYMENT, UNINTERRUPTED OPERATION, OR FREEDOM FROM VIRUSES, MALWARE, OR EXPLOITS.
2. ZOTH DOES NOT WARRANT THAT THE INTERFACE OR SMART CONTRACT FUNCTIONS WILL MEET YOUR REQUIREMENTS, WILL BE SECURE, TIMELY, CONTINUOUS, OR ERROR-FREE, OR THAT ANY DEFECTS WILL BE CORRECTED.
3. ZOTH DOES NOT WARRANT OR REPRESENT THAT ANY INFORMATION, DATA, PRICING INFORMATION, ORACLE FEED, ANALYTICS, DOCUMENTATION OR OTHER CONTENT MADE AVAILABLE THROUGH THE PLATFORM IS ACCURATE, COMPLETE, CURRENT, RELIABLE OR ERROR-FREE.
4. ZOTH DOES NOT GUARANTEE ANY PARTICULAR VALUE, PRICE, PERFORMANCE, LIQUIDITY, AVAILABILITY, FUNCTIONALITY OR OUTCOME IN CONNECTION WITH zMAG7.

## LIABILITY

1. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL ZOTH, ITS AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, CONTRACTORS, OR SERVICE PROVIDERS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS, LOSS OF REVENUE, LOSS OF GOODWILL, LOSS OF DATA, DIMINUTION OF VALUE, SMART CONTRACT EXPLOITS, OR LOSS OF DIGITAL ASSETS, ARISING OUT OF OR IN CONNECTION WITH YOUR ACCESS TO, USE OF, OR INABILITY TO USE THE PLATFORM OR zMAG7, REGARDLESS OF THE THEORY OF LIABILITY (WHETHER IN CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR OTHERWISE), EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
2. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE TOTAL AGGREGATE LIABILITY OF ZOTH, ITS AFFILIATES, AND THEIR RESPECTIVE SHAREHOLDERS, MEMBERS, DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, REPRESENTATIVES, LICENSORS, SERVICE PROVIDERS, CONTRACTORS AND SUPPLIERS ARISING OUT OF OR RELATING TO THESE TERMS, THE PLATFORM OR zMAG7 SHALL NOT EXCEED THE LOWER OF: (A) USD 100; OR (B) THE TOTAL AMOUNT OF FEES ACTUALLY PAID BY YOU DIRECTLY TO ZOTH FOR USE OF THE PLATFORM DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

## INDEMNIFICATION

1. You agree to defend, indemnify and hold harmless Zoth, its affiliates, shareholders, members, directors, officers, employees, agents, representatives, licensors, service providers, contractors, successors and permitted assigns (each, an “Indemnified Party”) from and against any and all claims, actions, suits, demands, liabilities, damages, penalties, judgments, losses, costs and expenses, including reasonable legal fees and investigation and enforcement costs, arising out of or relating to:

(a) your access to or use or misuse of the Platform or zMAG7;

(b) your breach of these Terms;

(c) your breach of any representation, warranty or covenant;

(d) your violation of Applicable Laws;

(e) any infringement or violation of any third-party right;

(f) any fraudulent, unlawful or unauthorised activity originating from your wallet; or

(g) any act or omission by any person accessing the Platform through your wallet or credentials.

2. Zoth may, at its option and at your cost, assume exclusive control of the defence and settlement of any claim subject to indemnification. You shall fully cooperate with Zoth in such defence and shall not settle any such claim without Zoth’s prior written consent.

## ENFORCEMENT

Zoth may investigate any suspected breach of these Terms and may take such action as it considers appropriate, including suspending or restricting access to the Platform, disabling functionality, blocking or refusing interactions where technically possible and lawful, reporting suspected unlawful activity to regulatory or law-enforcement authorities, and exercising any other rights or remedies available under these Terms or Applicable Laws.

## EVENTS OF DEFAULT

1. Each of the following shall constitute an “Event of Default”:

(a) you materially breach these Terms and, where the breach is capable of cure, fail to cure it within a reasonable period after notice from Zoth;

(b) you provide false, misleading or incomplete information to Zoth;

(c) you use or are reasonably suspected of using the Platform for unlawful purposes, including fraud, money laundering, terrorist financing or sanctions evasion;

(d) you become a Restricted Person or Sanctioned Person or move to a Restricted Territory;

(e) you attempt to circumvent or circumvent any technical, geographical, security or compliance control implemented by Zoth;

(f) you attempt to manipulate, compromise or exploit the Platform, smart contracts, oracle systems or other protocol infrastructure; or

(g) you become insolvent or subject to bankruptcy, liquidation, receivership or similar proceedings, where applicable.

2. If an Event of Default occurs or Zoth reasonably believes that an Event of Default has occurred or is likely to occur, Zoth may, without prior notice and without liability to you, suspend or terminate your access, restrict functionality, refuse or block transactions where technically possible and lawful, report relevant conduct to competent authorities and exercise any other rights or remedies available under these Terms or Applicable Laws.

## SUSPENSION AND TERMINATION

1. Zoth may, at its sole discretion and with or without prior notice, modify, suspend, disable or discontinue the Platform, zMAG7 or any part thereof, temporarily or permanently, for legal, regulatory, security, technical, operational, commercial or risk-management reasons.
2. Zoth may also suspend or terminate your access to the Platform suspend or terminate your access to the Platform or disable your wallet/interface access where Zoth reasonably believes that you have breached these Terms or Applicable Laws, become a Restricted Person or Sanctioned Person, attempted to circumvent Platform controls, or where continued access may expose Zoth or its affiliates to legal, regulatory, security, reputational or other material risk.
3. Termination or suspension shall not affect any rights, remedies, obligations or liabilities accrued prior to the effective date of termination.
4. Clauses relating to intellectual property, privacy to the extent applicable, indemnification, disclaimers, limitation of liability, dispute resolution, governing law and any other provision which by its nature is intended to survive shall survive termination.

## GEOGRAPHIC LIMITATIONS

1. Access to the Platform may be unlawful or restricted in certain jurisdictions. You are solely responsible for ensuring that your access to and use of the Platform complies with Applicable Laws in the jurisdiction from which you access the Platform.
2. You confirm that you are not located in, organised in, resident in or acting on behalf of a person located in a Restricted Territory or otherwise prohibited from accessing the Platform under Applicable Laws.

## DISPUTE RESOLUTION

1. Mandatory Informal Resolution: Prior to initiating any formal legal proceeding, you and Zoth agree to attempt in good faith to resolve any dispute, controversy, or claim arising out of or relating to these Terms or the Platform ("Dispute") through informal negotiations for a period of at least thirty (30) days from the date of written notice.
2. Binding International Arbitration: If the Dispute is not resolved within thirty (30) days after written notice, the Dispute shall be finally resolved by binding arbitration administered by the Dubai International Arbitration Centre (“DIAC”) in accordance with the DIAC Arbitration Rules in force when the arbitration is commenced. The seat of arbitration shall be Dubai, United Arab Emirates. The tribunal shall consist of one (1) arbitrator. The language of arbitration shall be English. The award shall be final and binding upon the Parties and may be enforced in any court of competent jurisdiction.\
   Notwithstanding the foregoing, either Party may seek urgent, interim or conservatory relief from any court of competent jurisdiction without such application constituting a waiver of the agreement to arbitrate.
3. Waiver of Class Actions and Jury Trial: YOU AND ZOTH MUTUALLY AGREE THAT ALL DISPUTES MUST BE BROUGHT ON AN INDIVIDUAL BASIS AND NOT AS A PLAINTIFF, CLASS REPRESENTATIVE, OR CLASS MEMBER IN ANY PURPORTED CLASS, COLLECTIVE, CONSOLIDATED, OR REPRESENTATIVE PROCEEDING. YOU EXPRESSLY WAIVE ANY RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE IN CLASS-WIDE ARBITRATION.

## GOVERNING LAW&#x20;

1. These Terms, and any Dispute arising out of or in connection with them, shall be governed by and construed in accordance with the substantive laws of Panama without regard to conflict of law principles. To the extent any matter is not subject to arbitration under Section 13, the parties submit to the exclusive jurisdiction of the competent courts of Singapore.
2. These Terms and any non-contractual obligations arising out of or in connection with them shall be governed by and construed in accordance with the laws of the Panama without giving effect to conflict-of-law principles.
3. Subject to the arbitration provisions above, the courts of Panama shall have non-exclusive jurisdiction in respect of matters not subject to arbitration.

**FORCE MAJEURE**

Zoth shall not be responsible or liable for any failure, interruption or delay in providing or maintaining the Platform or any functionality thereof, or for any loss or damage suffered by you, to the extent caused by an event beyond Zoth's reasonable control, including acts of God, natural disasters, war, terrorism, civil unrest, governmental action, regulatory action, sanctions, changes in Applicable Law, cyberattacks, blockchain network failures, network forks, blockchain halts, oracle failures, telecommunications failures, internet outages, power failures, labour disputes, major market disruptions or failures of third-party infrastructure.

## MISCELLANEOUS PROVISIONS

1. Entire Agreement: These Terms, along with the Privacy Policy and referenced technical notices, constitute the complete and exclusive agreement between the parties regarding the subject matter hereof, superseding all prior oral or written agreements, representations, or understandings.
2. Severability: If any provision of these Terms is found to be invalid, illegal, or unenforceable by an arbitrator or court of competent jurisdiction, such provision shall be severed or modified to the minimum extent necessary, and the validity and enforceability of the remaining provisions shall remain in full force and effect.
3. Non-Waiver: No failure or delay by Zoth in exercising any right, power, or remedy under these Terms shall operate as a waiver thereof, nor shall any partial exercise preclude any other or further exercise of any right, power, or remedy.
4. No Partnership / Agency Nothing in these Terms creates or shall be construed as creating any partnership, joint venture, agency, fiduciary, employment, franchise or other relationship between you and Zoth. Neither Party has authority to bind the other except as expressly provided in these Terms.
5. Third-Party Rights. Except for the Indemnified Parties expressly protected under these Terms, no person who is not a Party to these Terms shall have any right to enforce any provision of these Terms.
6. Electronic Acceptance You agree that electronic acceptance of these Terms, including by clicking an acceptance mechanism, connecting a wallet or accessing or using the Platform, constitutes valid and binding acceptance of these Terms.

**ASSIGNMENT:**&#x20;

You may not assign, transfer, novate or delegate any of your rights or obligations under these Terms, whether by operation of law or otherwise, without Zoth's prior written consent. Any purported assignment in violation of this clause shall be void. Zoth may assign, transfer or novate these Terms, in whole or in part, to any affiliate or in connection with any merger, reorganisation, restructuring, change of control or sale of all or substantially all of its business or assets, without your consent.

**NOTICES**&#x20;

Zoth may provide notices to you by email to the email address associated with your account or wallet, through the Platform, or by posting the notice on the website or Interface. Notices sent by email shall be effective upon transmission unless a delivery failure notification is received. Notices posted on the Platform or website shall be effective upon posting unless a later effective date is stated.

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