Terms of Use
Effective Date: 25th November 2024
Acceptance of Terms and User Eligibility These Terms of Use outline the conditions under which you, either individually or on behalf of an entity (“you” or “your”), may access, interact with, or utilize the Interfaces or Features provided by Zoth and Cogito (collectively referred to as the “Parties”). By using the services offered by the Parties, including but not limited to tokenized fund management, digital asset transactions, and associated financial services under the ZTLN Prime (ZTLN-P) token, you acknowledge and agree to abide by these Terms of Use. You must be of legal age (18 years or above) and must meet any applicable regulatory requirements for investment products in your jurisdiction. If you do not agree to these terms and conditions, please discontinue use of the services.
Scope of Services Zoth and Cogito jointly operate this platform, providing access to tokenized mutual fund products, digital asset management, investor onboarding, compliance assistance, smart contract deployment, and fund management services. These services are subject to regulatory constraints in each jurisdiction, and no guarantees of performance or outcomes are provided. While the Parties aim to provide a compliant and efficient experience, each user is responsible for understanding and complying with applicable laws in their region and the parties shall not be held liable for the same.
Account Creation, Management, and Security Users must create an account to access certain services, providing accurate and up-to-date information, including KYC (Know Your Customer) or KYB (Know Your Business) documentation as required by law. Users are responsible for maintaining the confidentiality of their account credentials and assume all liability for activities conducted through their account. In the event of unauthorized access or security breaches, users must immediately notify Zoth and Cogito, and for any such breach the Parties shall not be held liable or accountable.
User Conduct and Restrictions You agree to access, use or otherwise interact with the Interfaces and Features only in an authorized, proper and appropriate manner and in accordance with these Terms and with all applicable laws. Users agree not to misuse the platform’s services, including:
Engaging in unauthorized access or tampering with platform security.
Attempting to reverse-engineer or alter platform functionalities.
Participating in illegal financial activities, including but not limited to money laundering, fraud, or other unlawful practices.
Users also agree to comply with applicable Anti-Money Laundering (AML) regulations. Violations of these rules or other misconduct may result in immediate suspension or termination of account access and possible legal action.
Intellectual Property Rights and Licensing All intellectual property, including but not limited to trademarks, logos, software, and content, is owned by Zoth and Cogito. Unauthorized reproduction, distribution, or alteration of any material or proprietary technology associated with the platform is prohibited. Zoth retains branding rights for the ZTLN-P token, while Cogito maintains ownership of smart contract technologies, licensed for exclusive use within this partnership under a white-label framework. You acknowledge and agree that you do not receive any other rights to the Interfaces or Features other than those specified in the Terms. Certain Features may be provided to you under a separate license, or another open source (or other) license; third-party features or applications integrated into the Interfaces or Features may be subject to other or additional intellectual property licenses and thus, you must review any terms relevant to those third party features or applications to determine the relevant license applicable thereto. You agree you will not violate the terms of any such separate license.
Revenue, Cost, and Incentive Sharing The Parties are not liable for any indirect, incidental, special, consequential, or exemplary damages, including but not limited to losses in profits, revenues, clients, opportunities, goodwill, usage, data, content, or other assets, even if advised of such possible damages. Furthermore, the Parties assume no responsibility for any compensation, reimbursement, or damages related to: (i) any delay, inability, or restriction in accessing or using the Interfaces or Features, due to reasons such as (A) termination of the Terms or suspension of access, (B) temporary or permanent suspension or discontinuation of any or all of the Interfaces or Features, or (C) any unanticipated downtime, scheduled or unscheduled, affecting the Interfaces or Features; (ii) costs associated with obtaining substitute goods or services; (iii) any investments, expenses, or commitments made in connection with these Terms or your use of the Interfaces or Features; (iv) unauthorized access, alteration, deletion, destruction, or failure to store your data; or (v) fluctuations in the value of any crypto asset. The platform’s revenue, cost-sharing, and incentive structures are based on a pre-defined framework agreed upon by the Parties. Subscription fees, management charges, and other relevant costs are outlined in fund documents available to users and are subject to revision. Users will be notified in advance of any changes to these fees.
Fees and Payment Terms Any applicable fees for services, including transaction, custodian fees, management fees, or performance-based fees or any other fee, will be communicated to users before they commit to service use. By using the platform, users agree to pay all relevant fees, which will be clearly specified on the website or app or any other document.
Modification and Termination The Parties reserve the right to amend these Terms of Use, suspend or terminate user accounts, and discontinue services at their discretion. Users will be notified of any material changes to these terms, and continued use of the platform will constitute acceptance of these changes.
Regulatory Compliance The platform complies with applicable financial regulations, including but not limited to fund registration, licensing, AML/CFT (Anti-Money Laundering/Combating the Financing of Terrorism) requirements, and financial reporting in line with Cayman Islands or BVI or Singapore laws. Users are responsible for ensuring compliance with laws in their jurisdictions.
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