Terms and Conditions
INTRODUCTION
These Terms and Conditions ("Terms") establish the agreement ("Agreement") between you (hereinafter referred to as "you," "your," or "user") and Metaco Intelligence Corporation ("Zoth," "we," "us," or "our") governing your access to and use of the Services (defined below) provided through our https://docs.zoth.io/zoth (the "Website") and all associated applications, tools, and platforms, including the Zoth Protocol, APIs, and any other services we offer (collectively, the "Platform"). This Agreement constitutes a binding and enforceable legal contract between Zoth, its affiliates, and subsidiaries worldwide, and you, as an end-user of the Services. In relation to the Services, you and Zoth are referred to separately as a "Party" and collectively as the "Parties."
PLEASE READ THESE TERMS CAREFULLY BEFORE USING THE SERVICES OR PLATFORM. THESE TERMS GOVERN YOUR USE OF THE WEBSITE, PLATFORM, AND ANY RELATED SERVICES OFFERED BY ZOTH UNLESS WE HAVE EXECUTED A SEPARATE WRITTEN AGREEMENT WITH YOU SPECIFICALLY FOR THAT PURPOSE. WE ARE ONLY WILLING TO PROVIDE THE SERVICES AND PLATFORM TO YOU IF YOU ACCEPT ALL OF THESE TERMS. BY ACCESSING OR USING THE SERVICES OR PLATFORM, OR ANY PART THEREOF, YOU CONFIRM THAT YOU UNDERSTAND AND AGREE TO BE BOUND BY THESE TERMS IN THEIR ENTIRETY.
If you are accepting these Terms refers to any additional rewards in Zoth’s own digital assets or partner sourced digital assets for issuing Zoth’s ZeUSD digital asset.
in an individual capacity or on behalf of a company or other legal entity, you represent and warrant that you have the authority to bind that entity to these Terms, in which case "you" or "your" will refer to that entity. If you do not have such authority, or if you do not accept all of these Terms, we are unwilling to provide you with access to the Services or Platform. If you do not agree to these Terms, you may not access or use any part of the Services or Platform.
DEFINITIONS
"Digital Assets" means blockchain-based assets, including but not limited to cryptocurrencies, stablecoins, tokenized real-world assets, and other blockchain-native tokens supported by the Zoth Protocol.
"Zoth Protocol" refers to the decentralized, blockchain-based platform developed by Zoth that facilitates lending, borrowing, and other decentralized financial transactions governed by smart contracts.
"Loan Pools" Means liquidity pools established on the Zoth Protocol, where investors deposit Digital Assets to be lent to borrowers, generating yield for the investors.
"Services" Refers to all functionalities, features, and offerings provided through the Zoth Protocol and Website, including but not limited to decentralized lending, borrowing, collateral management, and access to APIs and other tools.
"Smart Contracts" refers to self-executing, blockchain-based programs deployed on the Blockchain that automate transactions and operations within the Zoth Protocol, such as tokenization, loan creation, repayment, and collateral management.
"Real-World Assets (RWAs)" means tokenized representations of tangible or intangible off-chain and on-chain assets, such as Treasury Bills, Money Market Funds (MMFs), Exchange-Traded Funds (ETFs), and other eligible collateral used within the Zoth Protocol.
"Collateralized Debt Position (CDP)" refers to a mechanism by which users lock eligible collateral to borrow Digital Assets through the Zoth Protocol, ensuring the loan remains backed by sufficient collateral.
"Yield" means the return generated by investors participating in Loan Pools, calculated based on borrower repayments, interest rates, and rewards distributed by the Zoth Protocol.
"Liquidity Providers" means users who deposit Digital Assets into Loan Pools within the Zoth Protocol to enable lending activities and earn yield.
"Borrowers" Means users who access liquidity through the Zoth Protocol by pledging eligible collateral to secure loans.
"APIs" means application programming interfaces provided by Zoth to facilitate integration with third-party platforms, applications, and decentralized protocols.
"Rebasing Mechanism" means the automated adjustment of a token’s supply, tied to its underlying asset’s Net Asset Value (NAV) or yield performance, as implemented for certain tokens issued through the Zoth Protocol.
" Blockchain" means the decentralized, public blockchain where the Zoth Protocol's smart contracts are deployed and transactions are executed.
"Net Asset Value (NAV)" means the total value of an asset or portfolio, calculated by subtracting liabilities from the aggregate market value of the underlying assets.
"Permissionless Access" refers to the Zoth Protocol’s open access model, allowing users to participate in lending and borrowing activities without requiring approval from centralized authorities or intermediaries.
“Minting reward” refers to any additional rewards in Zoth’s platform or partner sourced digital assets platform for issuing Zoth’s ZeUSD digital asset.
"Decentralized Finance (DeFi)" means a blockchain-based financial ecosystem that operates without traditional intermediaries, leveraging smart contracts to enable services such as lending, borrowing, trading, and liquidity provisioning.
“Zoth Atlas” is a permissionless, community-driven platform designed to bridge the gap between Real World Assets (RWAs) and decentralized finance (DeFi). By offering transparent, accessible tools, Zoth Atlas empowers retail participants, institutional investors, and other users to engage with RWAs and unlock their financial potential.
“ZeUSD” is a fully composable RWA-backed CDP (Collateralised Debt Position) stable token, issued on top of high-quality liquid off-chain or on-chain RWAs like US T-Bills, ETFs, MMFs, Reverse Repos, etc. ZeUSD introduces a permissionless utility layer that integrates seamlessly with DeFi protocols while providing access to sustainable yields through on-chain RWAs.
“$ZOTH (Zoth Token)” means the native token of the Zoth Platform, used for governance, validator rewards, liquidity staking rewards, and community incentives.
INTERPRETATIONS
Modifications: We reserve the right to change or modify these Terms at any time and at our sole discretion by posting a notification on our Website. Any changes to or modifications of these Terms will be in effect as of the “Last Updated Date” referred to at the top. You should review these Terms before using any Services. You agree and understand that by using the Services after the “Last Updated Date”, you accept and it will be deemed that you agree to the revised Terms.
Comprehensive Agreement: These Terms, along with the Privacy Policy [insert link of privacy policy] and any rules outlined on the Website, constitute the complete and exclusive Agreement between you and us pertaining to your use of the Platform. These Terms supersede any prior or contemporaneous negotiations, discussions, agreements, understandings, representations, and warranties, whether written or oral, between you and us regarding the subject matter.
Headings: The headings and subheadings in the Terms are for ease of reference only and are not to be taken into account in the construction or interpretation of any provision or provisions to which they refer.
Extended meaning: Unless otherwise specified in these Terms, words importing the singular include the plural and vice versa and words importing gender include all genders. The word “include”, “includes” or “including” will be interpreted on an inclusive basis and be deemed to be followed by the words “without limitation”.
The language in these Terms will be interpreted as to its fair meaning, and not strictly for or against any party.
ABOUT THE PLATFORM
Zoth is a decentralized finance (DeFi) protocol designed to revolutionize the lending and borrowing of ERC-20 tokens. By utilizing blockchain technology and smart contracts, Zoth enables secure, transparent, and automated financial transactions without relying on centralized intermediaries.
The Zoth Protocol operates as a permissionless, decentralized platform on the Blockchain, allowing users to lend and borrow Digital Assets securely and transparently. Zoth’s non-custodial nature ensures that users retain full control over their funds and private keys at all times.
Core Principles
Security: All transactions are governed by audited smart contracts, minimizing counterparty risk.
Transparency: Users can access real-time data on the blockchain, ensuring a clear view of their activities and the protocol’s operations.
Accessibility: The platform is designed to accommodate retail and institutional users, offering tools and features that cater to diverse needs.
As part of the broader DeFi ecosystem, Zoth integrates seamlessly with other decentralized applications, enabling users to enhance their strategies across multiple platforms.
SERVICES OFFERED BY ZOTH Zoth is a protocol that facilitates the lending and borrowing of ERC-20 tokens by connecting borrowers and investors. The protocol acts as a marketplace for loan pools, enabling investors to earn yield by participating in these pools.
DeFi Lending and Borrowing: The Zoth Protocol enables users to participate in a decentralized financial ecosystem by connecting borrowers and liquidity providers. Borrowers can access liquidity by pledging eligible collateral in the form of tokenized Real-World Assets (RWAs) or other approved Digital Assets. Liquidity providers, in turn, earn competitive yields by contributing to Loan Pools, with interest and repayment terms governed entirely by smart contracts.
Collateralized Debt Positions (CDPs): Zoth allows users to create and manage Collateralized Debt Positions (CDPs) to secure loans against a variety of high-quality collateral, including tokenized Treasury Bills, Money Market Funds (MMFs), Exchange-Traded Funds (ETFs), and other eligible assets. The collateral remains locked in the Zoth Protocol until the loan is repaid, ensuring the safety and stability of the system.
Usage-Based Incentives : Zoth provides sustainable and predictable incentive/reward opportunities for investors by leveraging the performance of Real-World Assets (RWAs). Rewards/incentives are generated through borrower repayments, interest rates, and the dynamic rebasing mechanism tied to the Net Asset Value (NAV) of the underlying collateral in addition to the minting rewards mentioned in clause 2.16.
Permissionless Loan Pools: Zoth operates a permissionless model for its Loan Pools, allowing anyone to participate as a lender or borrower without requiring approval from centralized intermediaries. The Loan Pools are accessible on a wide range of blockchain networks, providing participants with unparalleled flexibility and control over their assets.
Tokenized Real-World Assets (RWAs): The Zoth Protocol incorporates tokenized versions of real-world financial instruments, such as Treasury Bills, ETFs, and MMFs, as collateral. This tokenization allows for seamless integration of off-chain assets into the decentralized finance (DeFi) ecosystem, bridging traditional finance with blockchain technology.
Integration with the DeFi Ecosystem: Zoth’s composable and omni-chain design may allow seamless integration with other decentralized financial protocols. Users may leverage Zoth in a variety of DeFi strategies, including:
Providing liquidity on decentralized exchanges (DEXs)
Participating in single-sided liquidity pools
Utilizing tokens as collateral in lending and borrowing platforms
Yield farming and staking opportunities
Non-Custodial Asset Management: ZeUSD is a fully non-custodial CDP, meaning that users retain complete control over their private keys and assets at all times. The Zoth Protocol ensures that transactions are executed securely and transparently through audited smart contracts, with no central authority having custody or access to user funds.
Messaging Layer Services: The Zoth Protocol includes a secure messaging layer to facilitate communication and coordination among users engaged in decentralized transactions. This service supports efficient interaction between liquidity providers, borrowers, and developers using the platform.
Cross-Chain Asset Movement: As an omni-chain protocol, Zoth enables the seamless transfer of Digital Assets across multiple blockchain networks. This functionality allows users to maximize liquidity and leverage opportunities within the broader DeFi ecosystem, regardless of the blockchain network they operate on.
Transparency and On-Chain Governance: Zoth ensures full transparency by operating on the blockchain. All transactions and protocol operations are visible to the public on the blockchain, allowing users to verify the integrity of their interactions with the platform. Additionally, Zoth may introduce decentralized governance mechanisms, enabling users to participate in protocol upgrades, fee adjustments, and other critical decisions.
Regulatory Compliance for Token Issuance: While the Zoth Protocol operates in a decentralized manner, the issuance of stable tokens such as ZeUSD is subject to compliance with applicable regulations. Stable tokens are only minted against eligible collateral submitted by users through the Zoth platform, ensuring transparency and regulatory alignment.
Education and Community Support: Zoth is committed to educating its community about DeFi and blockchain technology. The platform offers resources, guides, and support to help users understand its features, maximize their yield, and make informed decisions.
Zoth Atlas - Permissionless Gateway for Real World Assets (RWAs) Zoth Atlas provides a decentralized platform where users can tokenize, trade, or manage real-world assets without needing prior authorization or involvement from centralized intermediaries. In this context, "permissionless" implies that the platform is open to anyone without gatekeeping restrictions, thus enabling broader participation in asset-backed blockchain finance.
Zoth Atlas provides:
Educational and Distribution Tools: Ensuring users understand RWAs while offering institutional-grade, RWA-backed tokens in an open, compliant, and user-friendly manner.
Permissionless Access: Eliminating traditional financial barriers, Zoth Atlas facilitates unrestricted access to high-quality RWA-backed assets, such as ZeUSD.
ZeUSD MECHANICS RWA Collateralization and Minting Process
ZeUSD is minted when users deposit eligible RWAs as collateral to create a CDP. The accepted RWAs include on-chain and off-chain assets such as Treasuries, ETFs, and Money Market Funds.
Collateral Management:
On-Chain Assets: Secured through isolated, access-controlled smart contract vaults.
Off-Chain Assets: Secured via traditional escrow accounts or omnibus accounts.
Stability through Loan-to-Value Ratios: ZeUSD employs Safe Loan-to-Value ("LTV") ratios to maintain stability and provide a protective buffer against potential fluctuations in the value of the collateral. These LTV ratios are determined based on the characteristics of the underlying RWAs.
Minting Rewards: Users who contribute on-chain or off-chain RWAs to the issuance engine are eligible for minting rewards. These rewards incentivize participation in the ecosystem and contribute to protocol sustainability.
Network Availability: ZeUSD issuance is currently exclusive to the Ethereum, Avalanche, Manta, and Metis networks with plans to expand to additional blockchain ecosystems. As an omnichain token, ZeUSD can be bridged to supported networks post-issuance, enhancing cross-chain operability.
REDEMPTION MECHANISM
Redemption Process: To retrieve collateral, users must repay their outstanding ZeUSD positions and may have to pay a nominal withdrawal fee prior to such withdrawal. These fees contribute to protocol revenue and are distributed among $ZOTH token stakers.
Redemption Fees: Redemption fees are dynamic and may vary based on prevailing protocol conditions. A zero-fee state may also apply, removing cost barriers for redemptions.
LIQUIDATION MECHANISM
Liquidation Conditions: If users fail to redeem their ZeUSD positions, the protocol initiates a liquidation process. This involves:
Selling the underlying collateral.
Reinvesting the collateral into the same RWA product.
Liquidation Parameters: The LTV ratio of the collateral determines the specific conditions and parameters for liquidation.
FEE, MINTING REWARDS, AND WITHDRAWAL FEES
Fee: In connection with your use of the Services, you are required to pay all fees necessary for interacting with the Blockchain, including transaction costs, as well as all other fees reflected on the Site at the time of your use of the Services. Although we attempt to provide accurate fee information, this information reflects our estimates of fees, which may vary from the actual fees paid to use the Services and interact with the Blockchain.
You understand that the Blockchain remains under development, which creates technological and security risks when using the Services in addition to uncertainty relating to Digital Assets and transactions therein. You acknowledge that the cost of transacting on the Blockchain is variable and may increase at any time causing impact to any activities taking place on the Blockchain, which may result in price fluctuations or increased costs when using the Services.
The Minting Rewards and Withdrawal Fees mechanisms are designed to regulate the supply and demand of ZeUSD, ensuring stability and aligning user incentives with the protocol's goals. Minting rewards are incentives provided to users who contribute eligible Real World Assets (RWAs) as collateral to mint ZeUSD. These rewards encourage the creation of ZeUSD and support the protocol's liquidity and adoption. Withdrawal fees are nominal charges applied when users redeem their collateral by repaying their ZeUSD. These fees disincentivize unnecessary redemptions, help maintain protocol stability, and contribute to the protocol's revenue. Currently withdrawals fee upto 60 bps would be charged based on the underlying asset.
High Minting Rewards and Withdrawal Fees:
Incentivize the minting of ZeUSD, increasing its supply.
Disincentivize the redemption of ZeUSD, creating downward pressure on its price.
Low Minting Rewards and Withdrawal Fees:
Incentivize users to redeem ZeUSD, decreasing its supply.
Disincentivize the minting of ZeUSD, creating upward pressure on its price.
Minting Rewards States:
Fixed Stability Rate: A predetermined positive rate incentivizes ZeUSD minting.
Zero Rate: No minting incentives are provided.
Redemption Fee States:
Positive Fee: A non-zero fee applied to discourage redemptions.
Zero Fee: No redemption costs apply, encouraging collateral withdrawal.
INTELLECTUAL PROPERTY
Ownership of Intellectual Property: All rights, titles, and interests in and to the Zoth Platform, including but not limited to its software, user interfaces, underlying algorithms, designs, graphics, trademarks, service marks, logos, and any other proprietary technology or content associated with the Services (collectively, the “Intellectual Property”), are and will remain the exclusive property of Zoth or its licensors. This includes all improvements, enhancements, modifications, and derivative works of the Intellectual Property, regardless of any feedback or suggestions provided by users. Nothing in these Terms shall be construed as transferring any ownership rights to you or any third party.
Limited License: Subject to your compliance with these Terms, Zoth grants you a limited, revocable, non-exclusive, non-transferable, non-sublicensable license to access and use the Zoth Platform and Services solely for your personal, non-commercial purposes. This license is granted exclusively for the purpose of interacting with the supported blockchain networks and decentralized applications (dApps) provided by the Services. Any other use of the Services or Intellectual Property not expressly permitted under these Terms is strictly prohibited.
Prohibited Actions: You shall not, directly or indirectly:
Copy, Modify, or Create Derivative Works: Reproduce, modify, adapt, translate, or create derivative works of the Platform, its software, or any other Intellectual Property without Zoth's prior written consent.
Distribution or Transfer: Distribute, lease, sublicense, assign, sell, rent, loan, or otherwise transfer the Platform or any part thereof to any third party without Zoth's prior written consent.
Reverse Engineering: Reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code, algorithms, or underlying technology of the Platform, except to the extent expressly permitted by applicable law
Unauthorized Access or Use: Access or use the Platform for unauthorized purposes, including but not limited to commercial use, data mining, scraping, or similar activities.
Removal of Proprietary Notices: Remove, alter, or obscure any copyright, trademark, or other proprietary notices displayed on the Platform or associated materials.
Trademarks and Logos: All trademarks, service marks, trade names, and logos displayed within the Platform or Services, including but not limited to “Zoth” and its logo, are registered or unregistered trademarks of Zoth or its affiliates. Unauthorized use of any Zoth trademark is prohibited and may violate applicable laws. Use of these trademarks in advertising, publicity, or other materials requires Zoth’s prior written consent.
Feedback and Suggestions: Any feedback, suggestions, ideas, or recommendations you provide regarding the Zoth Platform or Services (“Feedback”) are entirely voluntary. By providing Feedback, you grant Zoth the right to use, disclose, reproduce, modify, license, transfer, or otherwise explore or exploit such Feedback without obligation or compensation to you. Feedback does not grant you any proprietary or intellectual property rights in the Platform or Services.
Reservation of Rights: All rights not expressly granted under these Terms are reserved by Zoth and its licensors. No implied licenses or other rights are granted with respect to Zoth’s Intellectual Property at any point of time. Zoth may revoke your license to use the Services at any time if you breach these Terms.
Notice and Procedure for Claims of Copyright Infringement: If you believe your copyright or other intellectual property rights have been infringed, you may submit a written notice to Zoth at the designated contact address with the following details:
An electronic or physical signature of the person authorized to act on behalf of the copyright owner;
A description of the copyrighted work or other intellectual property that you claim has been infringed;
Identification of the material that you claim is infringing, including its location on the Platform;
Your contact information, including address, telephone number, and email address;
A statement that you have a good faith belief that the disputed use is unauthorized;
A statement, under penalty of perjury, that the information provided is accurate and that you are authorized to act on behalf of the copyright owner.
YOUR REPRESENTATION As a condition to accessing or using the Services or the Website, you represent to Zoth the following:
In connection with using the Services, you only will transfer legally obtained Digital Assets that belong to you.
You will comply with all Applicable Laws in connection with using the Services, and you will not use the Website or the Services if the laws of your country, or any other Applicable Law, prohibit you from doing so.
Any Digital Assets you use in connection with the Services are either owned by you or you are validly authorized to carry our actions using such Digital Assets. In addition to complying with all restrictions, prohibitions, and other provisions of these Terms, you will ensure that, at all times, all information that you provide on the Website and during your use of the Services is current, complete, and accurate; (b) maintain the security and confidentiality of your private keys associated with your public Ether address, passwords, API keys, private keys associated with your Services account and other related credentials.
You are (i) aged 18 or over, (ii) you are of the age of majority in your jurisdiction, (iii) agree to provide accurate, current, and complete information when using our services, (iv) you are accessing the Service from a jurisdiction in which it is legal to do so, (v) you are not a Politically Exposed Person (“PEP”) nor are you on any applicable sanctions lists or terrorism finance watchlists, including but not limited to those of the U.S. and the E.U., and (vi) that you will inform us immediately if you are placed onto one of these lists or change your residence to a prohibited jurisdiction within 24 hours of such information.
USER RESPONSIBILTY
Secure your account information. This includes your username, password, and any other sensitive information that you use to access the website.
Be aware of phishing attacks. Phishing attacks are a common way for scammers to steal user information. Be on the lookout for emails or text messages that appear to be from the website but that ask you to provide personal information. Do not click on any links in these emails or text messages, and do not provide any personal information. Zoth will not be held responsible for the same.
Use a secure wallet. If you are using the website to store cryptocurrency, be sure to use a secure wallet. A secure wallet will protect your cryptocurrency from being stolen.
Do not share your private keys. Your private keys are the keys to your funds, so it is important to keep them safe. Do not share your private keys with anyone, not even the company you are working with.
Report suspicious activity. If you see anything suspicious on the website, such as a phishing attempt or a security breach, report it to the website's administrators immediately.
Interaction within Communities. If you participate in our online communities, forums, or chat groups, you will treat fellow participants with respect, avoid harassment or offensive behavior, and contribute constructively to discussions. Zoth reserves its right to take appropriate action against you in case of any complaint by fellow participants.
Smart Contracts and Transactions. When using smart contracts or engaging in blockchain transactions through our Services, you acknowledge and understand the irreversible nature of blockchain transactions and undertake due diligence to verify transaction details before proceeding.
Understand the risks of web 3 technology. Web 3 is a new and emerging technology, and it comes with some risks. Users should understand these risks before using a Web 3 Website.
Do your own research. Before using the Website, it is important to do your own research about the Zoth and the Website. This includes reading reviews, understanding the Terms, and learning about the risks involved.
THIRD PARTY LINKS AND INTEGRATIONS
The Zoth Platform and Services may include links to third-party websites, platforms, applications, or services, including but not limited to decentralized applications (dApps) and blockchain-based services. These links and integrations are provided solely for your convenience and do not constitute an endorsement, sponsorship, or affiliation by Zoth. Zoth does not review, approve, monitor, endorse, warrant, or make representations regarding the content, functionality, accuracy, legality, or appropriateness of any third-party services.
By accessing or using third-party services through links or integrations on the Zoth Platform, you do so entirely at your own risk. Zoth has no control over these third-party services and is not responsible for their content, security, privacy practices, or any damages, losses, or liabilities that may result from your use or interaction with them. You acknowledge that your use of third-party services is governed exclusively by the terms and conditions and privacy policies of those third parties and not by these Terms.
Zoth is not liable for the actions, omissions, errors, or failures of any third parties, including but not limited to providers of blockchain networks, dApps, or other integrated platforms. Zoth does not guarantee the legality, suitability, or quality of the products or services offered by third parties and expressly disclaims any liability arising from your engagement with such services.
Security Risks: Engaging with third-party services may expose you to risks, including but not limited to phishing, hacking, fraud, or other malicious activities. Zoth strongly advises that you conduct thorough due diligence before interacting with any third-party platforms. This includes reviewing their security measures, terms of service, privacy policies, and user feedback. You are responsible for verifying the authenticity and reliability of third-party services and taking appropriate precautions to safeguard your digital assets and personal information.
Availability and Compatibility: Third-party services are subject to changes, updates, interruptions, or discontinuation by their respective providers, which are beyond the control of Zoth. Zoth makes no guarantees regarding the continued availability, functionality, or compatibility of third-party services with the Zoth Platform. Zoth reserves the right to modify, suspend, or remove integrations with third-party services at any time without prior notice.
NO WARRANTIES
Zoth provides its Platform and Services on an "as-is" and "as-available" basis without any warranties, representations, or guarantees, whether express or implied. To the fullest extent permitted by applicable law, Zoth expressly disclaims all implied warranties, including but not limited to warranties of merchantability, fitness for a particular purpose, non-infringement, accuracy, and completeness. Zoth makes no guarantees that the Platform or Services will meet your requirements, operate uninterrupted, or be free of errors. By using the Platform, you acknowledge and agree that your access and use are at your sole risk.
While Zoth endeavors to maintain the availability and functionality of the Platform and Services, we do not warrant or guarantee that they will be uninterrupted, timely, secure, or error-free. There may be delays, failures, interruptions, or technical issues that could impact your experience. Zoth does not guarantee that any defects or issues will be identified or resolved within a specific timeframe and does not provide any assurance that such issues will be rectified. Maintenance, upgrades, or unforeseen technical difficulties may affect the availability or performance of the Platform or Services.
By accessing and using the Platform and Services, you agree to comply with all rules, policies, and guidelines set forth by Zoth. Zoth retains the sole authority to manage, operate, and maintain the Platform and Services, including but not limited to determining user access, setting policies, establishing usage limits, and making changes to the Platform or Services. Zoth reserves the right to modify, suspend, or discontinue any aspect of the Platform or Services at any time without prior notice.
In the event of disputes or disagreements related to the Platform, Services, or these Terms, Zoth’s management will have full discretion to interpret and enforce the Terms and resolve disputes. Zoth’s decisions in such matters shall be final and binding, and you agree to abide by such decisions. You further agree not to challenge or appeal Zoth’s decisions and to comply with any instructions or resolutions issued as part of the dispute resolution process.
INDEMNITY
You agree to indemnify, defend, and hold harmless Zoth, its affiliates, subsidiaries, partners, officers, directors, employees, agents, licensors, service providers, and their respective officers, employees, and agents (collectively, the "Indemnified Parties") from and against any and all claims, actions, demands, losses, damages, liabilities, costs, or expenses, including reasonable attorneys' fees, legal costs, and settlement amounts, arising out of or in connection with:
Your Use of the Platform and Services: Any use or misuse of the Platform or Services provided by Zoth, including activities conducted through your Zoth account or through any accounts or platforms linked to your Zoth account.
Violation of Terms: Any violation or breach of these Terms, including any other applicable terms, conditions, or policies referenced herein.
Breach of Representations or Obligations: Any breach of any representation, warranty, covenant, or obligation you have made under these Terms.
Violation of Laws or Rights: Any violation of applicable laws, regulations, or third-party rights, including but not limited to intellectual property rights, privacy rights, or other proprietary rights.
User Content or Data: Any content, information, or data you submit, post, upload, or transmit through the Platform or Services, including but not limited to content that is defamatory, infringing, unlawful, or otherwise objectionable.
Defense and Control: Zoth reserves the right, at its sole discretion and expense, to assume the exclusive defense and control of any matter subject to indemnification under this section. If Zoth exercises this right, you agree to cooperate fully with Zoth in the defense of such matters, including providing necessary information, documents, and assistance. You may not settle any claim, action, or demand subject to indemnification without the prior written consent of Zoth.
Survival of Obligations: Your indemnification obligations under this section are in addition to any other legal or equitable remedies available to Zoth. These obligations shall survive the termination, expiration, or suspension of these Terms, as well as your cessation of use of the Platform and Services.
LIMITATION OF LIABILITY
To the fullest extent permitted by applicable law, Zoth, its affiliates, subsidiaries, officers, directors, employees, agents, licensors, service providers, and their respective officers, employees, and agents (collectively, the "Zoth Parties") shall not be liable for any direct, indirect, incidental, special, consequential, punitive, or exemplary damages, including but not limited to damages for loss of profits, goodwill, data, breach, use, or other intangible losses, arising out of or resulting from:
Access and Use of the Platform and Services: Your access to, use of, or inability to access or use the Platform or Services provided by Zoth.
Security Breaches: Any unauthorized access to or use of your account, data, or any security breaches associated with your account.
Third-Party Interactions: Any conduct, content, transactions, or interactions with third parties, including but not limited to defamatory, offensive, or illegal conduct by other users or third parties, in connection with or related to the Platform or Services.
Service Interruptions: Any interruption, suspension, downtime, or termination of the Platform or Services, including but not limited to planned maintenance, updates, or unforeseen outages.
Viruses or Harmful Components: Any errors, bugs, viruses, malware, or other harmful components transmitted through the Platform or Services, whether caused by Zoth or a third party.
Technical Failures: Any technical malfunctions, failures, interruptions, latency, defects, or errors related to your device, network, software, or service providers that may affect your access to or use of the Platform or Services.
Damage to Equipment: Any injury or damage to your computer, device, or other equipment arising from your use of the Platform or Services, including downloading materials or accessing content.
Third-Party Services: Any inability to fully access the Platform, Services, or any third-party website, platform, or service linked to or integrated with the Platform.
Other Damages: Any other matter related to or arising from your use of the Platform, Services, or third-party services, including loss of data, downtime, or other interruptions.
Exclusions and Limitations: Nothing in these Terms shall exclude or limit Zoth’s liability for death or personal injury resulting from its negligence or any other liability that cannot be excluded or limited under applicable law. Some jurisdictions do not allow the exclusion of certain warranties or the limitation or exclusion of liability for incidental or consequential damages. Accordingly, some of the above limitations may not apply to you. If any portion of this limitation of liability is found to be invalid or unenforceable, the remaining provisions shall remain in full force and effect.
PROHIBITED USES
Personal Use: The Services provided by Zoth are intended solely for the User’s personal use. Users are permitted to use the Services only for personal purposes and are strictly prohibited from creating multiple accounts, including but not limited to activities involving collusion, exploitation, or abuse of the Services.
Exploitation and Bugs: The Services are provided "as is," and any exploitation of the Services, including the manipulation of program logic or code (i.e., bugs), constitutes a prohibited use and a material breach of this Agreement. Any funds or benefits obtained through such exploitation will be considered invalid and immediately deemed the property of Zoth, without limitation.
Jurisdictions: Zoth may restrict access to its Services for Users who are citizens, residents (including tax residents), or otherwise located in the following jurisdictions: United States of America, United Kingdom, Algeria, Bolivia, Morocco, Nepal, Pakistan, Vietnam, Afghanistan, China, Ivory Coast, Cuba, Iraq, Iran, Liberia, North Korea, Syria, Sudan, South Sudan, Zimbabwe, Antigua, American Samoa, Guam, Northern Mariana Islands, Puerto Rico, United States Minor Outlying Islands, US Virgin Islands, Ukraine, Belarus, Albania, Burma, Central African Republic, Democratic Republic of Congo, Libya, Somalia, Yemen, Crimea, Donetsk, and Luhask.("Restricted Jurisdictions").
By accessing or using the Services, you represent and warrant that: You are not a resident or national of, or located in, any Restricted Jurisdiction or a country sanctioned by the United Nations, United States, European Union, or any other applicable governmental authority. (1) You are not subject to sanctions or listed as a prohibited or restricted party on any sanctions list, including but not limited to the U.S. Department of the Treasury’s Office of Foreign Assets Control (OFAC), the Specially Designated Nationals List, the Foreign Sanctions Evaders List, the Entity List maintained by the U.S. Department of Commerce, or equivalent lists maintained by the United Nations, European Union, United Kingdom, or other governing bodies. (2) You are not located in any country subject to a comprehensive sanctions program implemented by the United States or any other relevant jurisdiction.
Users are solely responsible for ensuring that their access to and use of the Services complies with all applicable laws and regulations. Zoth makes no representations or warranties that the Services are appropriate or available for use in any jurisdiction. Accessing the Services from a Restricted Jurisdiction or any location where use is prohibited is strictly forbidden and will constitute a violation of these Terms.
Zoth shall not be held liable for your compliance with local laws, and you agree to indemnify and hold harmless Zoth from any claims, damages, or losses resulting from your breach of this clause. The use of VPNs, proxies, or other methods to bypass geographic restrictions imposed by Zoth is strictly prohibited and will result in the immediate suspension or termination of your access to the Services. NOTICE TO PARENTS AND GUARDIANS: By granting permission for a minor to access the Services, you agree to these Terms on behalf of the minor. You are responsible for supervising the minor’s online activities. If you do not agree to these Terms, you must not permit the minor to use the Services.
TERMINATION AND SUSPENSION
Zoth reserves the right, at its sole discretion, to suspend, restrict, or terminate your access to the Services and the Platform, in whole or in part, at any time and without prior notice under the following circumstances:
You breach any of the provisions outlined in this Agreement.
Your account is flagged or suspected of being involved in money laundering, fraud, or any illegal or unauthorized activity.
Your actions or omissions pose a risk to the security, integrity, or functionality of the Services or associated systems.
Suspension or termination is required by law, regulatory authority, or as part of a legal investigation or official request.
Unforeseen technical, security, or operational issues arise that necessitate temporary or permanent suspension or termination of access.
Zoth, at its discretion, decides to discontinue or modify the Services, either temporarily or permanently.
Any complaint by fellow participants with respect to harassment or offensive behavior,
Effect of Suspension
Your access to your account and its associated functionalities, including transactions and balances, will be temporarily disabled until the suspension is resolved.
During the suspension, you will not be able to initiate, complete, or access any transactions or associated accounts.
Suspension does not absolve you of ongoing obligations, such as fees, indemnification requirements, or liabilities resulting from prior use of the Services.
Zoth shall not be liable to you or any third party for any suspension or related consequences, including loss of data, assets, or other impacts.
Effect of Termination
All functionalities associated with your account, including access to transactions, balances, and information, will be permanently disabled.
Any remaining balances in your account at the time of termination may be forfeited. Zoth reserves the right to restrict access to these balances without obligation for return or compensation.
Termination does not relieve you of obligations incurred prior to termination, such as outstanding fees or liabilities.
You may terminate your use of the Services at any time by discontinuing access. However, any obligations or liabilities incurred prior to termination will remain your responsibility.
Zoth shall not be liable to you or any third party for termination-related consequences, including loss of data, assets, or other impacts.
NEGOTIATION
In the event of any dispute arising out of or relating to this Agreement, the parties agree to first attempt to resolve the dispute informally through good-faith negotiation. Either party may initiate negotiations by providing written notice via email to the other party, clearly stating the nature of the dispute. If the dispute cannot be resolved through negotiation within 30 days of the initiation of negotiations, the parties agree to submit the dispute in court as mentioned in the Governing Law clause.
GOVERNING LAW
These Terms, as well as all disputes or claims arising out of or in connection with these Terms, their subject matter, or the activities of You or Zoth in connection with or contemplated by these Terms, including Your access to, use of, or receipt of products and Services (including any acts or omissions related thereto), shall be governed by and construed in accordance with the laws of the Republic of Panama, without regard to its conflict of law principles
Any dispute, controversy, or claim arising out of or in connection with this Agreement, including any question regarding its existence, validity, interpretation, breach or termination, or the legal relationships established by this Agreement, shall be referred to and finally resolved by arbitration.
The arbitration shall be conducted in accordance with the rules of the Singapore International Arbitration Centre (SIAC) (“Rules”) (as amended from time to time)
The seat and venue of arbitration shall be Mumbai, Maharashtra, India. The arbitration proceedings shall be conducted in the English language. The arbitral tribunal shall consist of a sole arbitrator, to be appointed mutually by the Parties. If the Parties are unable to agree on the appointment within thirty (30) days, the arbitrator shall be appointed in accordance with the applicable rules referred above.
The arbitral award shall be final and binding on the Parties and may be enforced in any court of competent jurisdiction. Each Party shall bear its own costs of arbitration, and the costs of arbitration shall be borne equally, unless otherwise determined by the arbitral tribunal.
MISCELLANEOUS
Entire Agreement: These Terms, along with any policies, guidelines, or documents that Zoth makes available through the Platform or Services, constitute the entire agreement between You and Zoth. They supersede all prior or contemporaneous agreements, communications, or arrangements, whether oral or written, regarding the Services.
Maintenance of Platform: Your access to and use of the Platform may occasionally be interrupted for reasons including, but not limited to, maintenance, updates, repairs, or upgrades conducted by Zoth. While we strive to notify users of scheduled maintenance when feasible, urgent maintenance may occur without prior notice. During such periods, certain features of the Services may be temporarily unavailable or limited. Zoth endeavors to minimize disruptions and will schedule maintenance during off-peak hours whenever possible to ensure optimal performance, security, and functionality of the Services.
Severability: If any provision of these Terms is found to be unlawful, invalid, or unenforceable, that provision shall be severable from these Terms and shall not affect the validity and enforceability of the remaining provisions, which shall remain in full force and effect.
Assignment: You may not assign or transfer any of your rights or obligations under these Terms without the prior written consent of Zoth. Zoth may freely assign or transfer its rights and obligations under these Terms without restriction, including in connection with a merger, acquisition, sale of assets, or by operation of law.
Relationship of the Parties: These Terms do not create a joint venture, partnership, employment, or agency relationship between You and Zoth. Both Parties act independently, and neither Party has the authority to bind the other in any respect.
Force Majeure: Zoth shall not be liable for any failure or delay in performing its obligations under these Terms due to circumstances beyond its reasonable control, including, but not limited to, acts of God, natural disasters, war, acts of terrorism, civil unrest, power outages, internet disruptions, or other unforeseen events.
Construction: The rule of construction that a contract should be interpreted against the party responsible for its drafting shall not apply to these Terms.
Survival: Provisions of these Terms that by their nature should survive termination or expiration, including but not limited to indemnity, disclaimers, limitations of liability, intellectual property rights, governing law, dispute resolution, and other miscellaneous provisions, shall remain in effect following any termination or expiration of these Terms.
Reporting: If you identify any vulnerabilities, security issues, or concerns related to the Zoth Platform or Services, please report them promptly by contacting [[email protected]]. Your assistance helps ensure the security and reliability of the Platform.
Last updated