Terms of Use

Welcome to Website (as defined below) between Zoth Money Market Compartment managed by Verified S.V. s.a.r.l., a private limited company incorporated & existing as a securitization company under the laws of Luxembourg, having its registered office at 3, rue Gabriel Lippman, L-5365 Munsbach, Grand Duchy of Luxembourg, registered with the Luxembourg Trade and Companies Register under number B282302 and subject to the Luxembourg law dated 22 March 2004 on securitisation (hereinafter referred to as “Company” or “Zoth” or “Note Issuer” or “Issuer” which includes the person(s)/entity(ies) associated/connected with it) and users registering itself/himself on the Website ("You" or "Your" or "Yourself" or "User" or “Investor”) describe the terms on which Zoth Tokenized Liquid Note (ZTLN) offers You access to the Website and the Services (as defined below) through the Website.

This is a legal and binding agreement between you, User of the Services (as defined below) and the Company stating that the terms that govern your use of the Website. By accepting these terms of use in any manner or accessing the Website, You consent, agree and undertake to abide, be bound by and adhere to the Company’s policies including but not limited to the Terms and Privacy Policy accessible at zoth.io respectively and any other terms which govern the Site (hereinafter referred to as “Terms of Use”, “Terms” or “Terms and Conditions”). These Terms form a legally binding agreement between the Company and the User. Please read the Terms of Use carefully before using or registering on the Website or accessing any material, information or services through the Website. Accessing, browsing or otherwise using the Website indicates Your agreement to all the terms and conditions under this Terms of Use and Your agreement to be legally bound by them. By impliedly or expressly accepting these Terms of Use, You also accept and agree to be bound by all policies of the Company (including but not limited to the Privacy Policy, as amended from time to time).

If you do not agree to these terms, you agree that your sole and exclusive remedy is to discontinue using the Website. Your compliance with these terms is a pre-requisite condition to your right to access the Website. Your breach of any provision of these terms will automatically, without the requirement of notice or other action, revoke and terminate your right to access the Website. If you do not agree to these terms of use, you are not entitled to avail of/ use the services and any use thereafter shall be deemed unauthorized.

1. General Purpose

a. Zoth.io is a digital investment platform that combines the stability and reliability of traditional liquid fixed income instruments with the utilisation of blockchain technology (“Notes”). By accessing and using the Note and the Website, as the case may be, you agree to be bound by these Terms of Use. The Note is designed to provide a secure and efficient experience for the Investor, enabling Investors to generate yield by participating in the Note. Zoth operates as a Tokenized Liquid Note facilitating a stable and secure investment option for Investors to invest in a diversified portfolio of high quality and short-term securities by utilising the subscriptions made by Investors to the Note, including without limitation, entering into smart contract-based decentralized transactions for the investment by Investors.

b. By accessing or using the Site or the Services, you agree that Zoth does not provide execution, settlement, or clearing services of any kind and is not responsible for the execution, settlement, or clearing of transactions automated through the Services. You acknowledge and agree that any execution and settlement occurs directly on the blockchain.

c. These Terms of Use govern how you may access and use our Site including web applications, mobile applications and all associated sites linked thereto by Zoth (collectively with any materials and services available therein, and successor website(s) or application(s) thereto, the "site" or “website”) and the Services. The Company and you will collectively be referred to as “Parties,” and each individually as a “Party”.

d. By clicking "I agree" (or a similar language) to these Terms, acknowledging these Terms by other means, or otherwise accessing or using the Site or the Services, you accept and agree to be bound by and to comply with these Terms, including, without limitation, the mandatory arbitration provision in the Terms of Use. By accessing our website, you agree to these Terms and our Privacy Policy, accessed here which is hereby incorporated by reference provide legal obligations associated with your use.

1. Modifications to Terms

a. Supplemental terms and conditions or documents that may be posted on the Site from time to time are hereby expressly incorporated herein by reference. We reserve the right, in our sole discretion, to make changes or modifications to these Terms of Use at any time and for any reason. We will alert you about any changes by updating the “Last updated” date of these Terms of Use, and you waive any right to receive specific notice of each such change. It is your responsibility to periodically review these Terms of Use to stay informed of updates. You will be subject to, and will be deemed to have been made aware of and to have accepted, the changes in any revised Terms of Use by your continued use of the Site after the date such revised Terms of Use are posted.

b. The Company reserves the right, at its sole discretion or on account of changes in law, to modify or replace this Policy in accordance with the Applicable Laws, from time to time, by posting the revised Terms on the Website. If you do not agree to the revised Terms, then you must stop using the Site and the Services.

1. Product and Services

a. The Note tokenizes traditional liquid fixed income instruments, such as corporate bonds and treasury bills, and makes them tradable on a block chain. The Site provides access to the DeFi liquidity and an opportunity for investors to receive notes from Zoth Money Market Compartment. In terms of process, Zoth SPV issues notes to the investors against the subscription of Investors to the Notes. The funds collected by the Zoth SPV are collectively invested in high quality and short term liquid assets, including the US treasuries and fixed income instruments. Consequently, the income earned from the aforementioned is deposited and distributed to the Investors as stable returns. The Zoth utilizes the ERC-20 token standard for its tokenized Notes. The ERC-20 standard is a widely adopted and recognized protocol for fungible tokens on the Ethereum blockchain (hereinafter referred as "Services")

b. The Company has developed or otherwise owns for entering into bilateral cryptocurrencies transactions and contract arrangement and other blockchain-based assets (hereinafter referred as "Digital Assets"), including without limitation, entering into smart contract-based decentralized transactions related to Digital Asset. You acknowledge and agree that any execution and settlement occurs directly on the Ethereum blockchain.

1. Eligibility Criteria

As a condition prior to accessing or using the Services or the Site, You represent and warrant to issuer the following:

a. unless otherwise specified, the Services are available for individuals who have attained the legal age of majority in their respective jurisdiction and are competent with legal capacity to enter into a contract. If you are not at least eighteen (18) years old, you are prohibited from the access to the Site and usage of Services.

b. if you are agreeing to these Terms as or on behalf of an entity, then you must possess the legal capacity and authority to accept these Terms on behalf of said entity, in which case "you" (except as used in this paragraph) shall mean that entity.

c. you are a resident of Luxembourg or if you are not a resident, national, or agent of the United States of America or European Economic Area (hereinafter referred to as "Restricted Territories") and you do not intend to transact with any Restricted Territories.

d. the accessibility to the Note is not available to residents of Belarus, the Central African Republic, the Democratic Republic of Congo, Russia, the Democratic People’s Republic of Korea, Ukraine, Cuba, Iran, Libya, Somalia, Sudan, Syria, the USA (other than accredited investors), Yemen and Zimbabwe or any other country that has banned dealing with cryptocurrency or stablecoins.

e. to use the forum in accordance with Acceptable Use and Content Standards.

f. The minimum investment in the Note shall be USD 125,000 (United States Dollar One Hundred And Twenty Five Thousand) per investor. Each Note issued by the Zoth bears a interest rate, payable on a quarterly bases, in accordance with the terms and conditions set forth in the Subscription agreement.

1. Acceptable Use

a. You may comply with all Applicable Laws, and shall not be in contravention of any provision of Applicable Law while using the Site. The User will utilize the Services provided by us, for lawful purposes only and comply with all Applicable Laws and regulations while using the Platform.

b. You are prohibited from contravening the statutory and moral laws applicable in Luxembourg and/or of the jurisdiction of your nationality and residence while using the Site and Services. You will remain in strict compliance with, and under no circumstances violate any Anti-Money Laundering (AML) and Countering the Financing of Terrorism (CFT) provisions in the respective and applicable jurisdictions. You are solely responsible for reporting and paying any taxes applicable to your use of the services.

c. Neither you nor any of your affiliates, nor any officer, director, agent or employee purporting to act on behalf of the DAO, respectively has at any time, directly or indirectly, (i) made, provided or paid any unlawful contributions, gifts, entertainment or other unlawful expenses to any candidate for political office, or failed to disclose fully any such contributions in violation of law, (ii) made any payment to any local, state, federal or foreign governmental officer or official, or other person charged with similar public or quasi-public duties, other than payments required or allowed by Applicable Laws, (iii) made any payment to any agent, employee, officer or director of any entity to which you nor any of your affiliates do business with for the purpose of influencing such agent, employee, officer or director to do business with the DAO or such affiliate, (iv) engaged in any transactions, maintained any bank account or used any corporate funds, except for transactions, bank accounts and funds which have been and are reflected in the normally maintained books and records of the DAO and/or such affiliate, (v) violated any provision of Applicable Law concerning anti-corruption, or (vi) made any payment in the nature of criminal bribery or any other unlawful payment.

d. You are solely responsible for your use of the Services, including all of your investments in the Note. This website and the information provided on it are for informational purposes only and should not be regarded as financial advice or a solicitation for business in any jurisdiction. The Note is not a financial advisory or expert in money market functions and does not provide personalized financial or investment advice. Investors should consult their own professional advisors for financial or investment advice.

e. You may not use or try to use another’s account on the forum and Site without their specific written permission.

f. You may not impersonate others through the forum. Further, you may not falsely imply that you’re affiliated with or endorsed by the Company. You are not using the Site on behalf of some other user or benefit.

g. You may not permitted to encourage or aid any individual or entity in violating the Terms of Use or the Privacy Policy, as the case may be.

h. You do not, and will not, use VPN software or any other privacy or anonymization tools or techniques to circumvent or attempt to circumvent any restrictions that apply to the Services.

i. You may not buy, sell, or otherwise trade in user names or other unique identifiers on the forum and Site.

j. You may not send advertisements, chain letters or other solicitations through the forum, or use the form to gather addresses or other personal data for commercial mailing lists or databases. Further, you may not use the forum to send e-mail distribution lists, newsgroups or group email aliases.

k. You acknowledge and agree that we owe no fiduciary duties or liabilities to you or any other party, and that to the extent any such duties or liabilities may exist at law or in equity, you hereby irrevocably disclaim, waive, and eliminate those duties and liabilities.

l. Your access to the Services is not (a) prohibited by and does not otherwise violate or assist you to violate any domestic or foreign law, rule, statute, regulation, by-law, order, protocol, code, decree, or another directive, requirement, or guideline, published or in force that applies to or is otherwise intended to govern or regulate any person, property, transaction, activity, event or other matter, including any rule, order, judgment, directive or other requirement or guideline issued by any domestic or foreign federal, provincial or state, municipal, local or other governmental, regulatory, judicial or administrative authority, you, the Site or the Services, or as otherwise duly enacted, enforceable by law, the common law or equity (hereinafter collectively referred as, "Applicable Laws"); or (b) contribute to or facilitate any illegal activity.

m. You may not automate access to the forum & website, or monitor the forum, such as with a web crawler, browser plug-in or add-on, or other computer programs that is not a web browser. You may crawl the forum to index it for a publicly available search engine if you run one.

n. You may not hyperlink to images or other non-hypertext content on the forum on other web pages.

o. You may not remove any marks showing proprietary ownership from materials you download from the site.

p. You may not show any part of the site on illegitimate websites.

q. You may not disable, avoid, or circumvent any security or access restrictions of the forum or website.

r. You may not strain the infrastructure of the forum or website with an unreasonable volume of requests or requests designed to impose an unreasonable load on information systems underlying the forum.

1. User Responsibility

On accessing the Site and Services, you are required to undertake reasonable standards and measures to:

a. secure your account information, including but not limited to your username, password, and any other sensitive information that you use to access the website. If the User agrees to use the Site, the User shall be responsible for maintaining the confidentiality of the Users display name and password and the User shall be responsible for all activities that occur under the Users display name and password. The User agrees that if the User provides any information that is untrue, inaccurate, not current or incomplete, the Company shall have the unequivocal right to indefinitely suspend or terminate or block access of the Users from the Site.

b. be aware of phishing attacks, which is a common way for scammers to steal user information. The User shall be careful about unauthorised emails or text messages that appear to be from the Site 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.

c. utilise a secure wallet, in the event that you are using the website to store cryptocurrency, a secure wallet will protect your cryptocurrency from unauthorised access and/or theft.

d. Refrain from disclosing or sharing your private keys, as they are crucial for accessing your digital assets/ tokens/ funds. Safeguard your private keys diligently and avoid sharing them with any party, including the company you are engaging with.

e. Exercise caution while clicking on links while accessing the Site, and only interact with the links that you have confidence in and trust.

f. Report suspicious activity to the website’s administrators immediately if you see anything suspicious on the website, such as a phishing attempt or a security breach.

g. When engaging in investments through our Services, you acknowledge and understand the irreversible nature of such transactions and undertake due diligence to verify transaction details before proceeding. You acknowledge and 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 the website or Services of a Web 3 company.

h. Conduct independent research, prior to utilising the Site of a Web 3 company. It is important to undertake independent research about the Company, Services and the Site, including but not limited to reading reviews, understanding the Company's Terms, and familiarising with the risks involved in usage of Services. Further, Web 3 is its early developmental stage, which may result in occasional bugs or glitches. Users are encouraged to be patient with Web 3 company websites and report any problems to the administrators.

i. You explicitly agree and understand the inherent and underlying risks involved in investing in Notes. Investors should conduct their own thorough analysis, including accounting, legal, and tax analysis, without relying on the website, issuer or its affiliates, prior to deciding to invest in any Notes. Investors should consult their independent legal advisors to determine whether the Notes can be used as underlying securities for different types of borrowing.

j. Further, the User will use its best and prudent judgment before availing the Services, through this Site and the User acknowledges that use of Services on the website shall be at it’s own sole risk.

1. Strategies of the Note

a. The Note is designed to provide stable returns and preserve capital by investing in high-quality liquid fixed income instruments, including but not limited to US Treasuries and corporate bonds which are carefully selected and monitored to ensure their creditworthiness and liquidity. The Note employs robust risk management strategies, including but not limited to diversification and compliance with regulatory standards, to safeguard its Investors. The Company utilizes an innovative tokenization approach that leverages block chain technology to convert traditional assets into digital tokens, ensuring secure and efficient transactions.

b. The Note provides full transparency to its investors through weekly NAV, or public pricing APIs or Chainlink oracles, which ensure that investors have access to real-time information about the Note's performance and assets.

c. The compartment and SPV of the issuer is administered by licensed administrator i.e. Apex, with custody of digital assets with GC Exchange Limited (GCEX), custodian and traders are Interactive Brokers, who are responsible for ensuring the stability and fixed income yield through their expertise and experience in the financial industry.

1. Standards

Content found on or through this Site are the sole property of the Company (“Content”) or used with permission. You may use our Site only for lawful purposes and in accordance with the Terms. The User may not use the Site for any of the following purposes:

a. Distribute, modify, transmit, reuse, download, repost, copy, or use said Content, whether in whole or in part, for commercial purposes or for personal gain, without express advance written permission from us.

b. Disseminating any unlawful, discriminatory, harassing, libellous, abusive, threatening, harmful, vulgar, obscene, illegal, offensive or otherwise objectionable or inappropriate material which shall include but not be limited to information in any form.

c. Transmitting material that encourage conduct or incite any activities that result in civil liability or otherwise breaches any relevant laws, regulations or code of practice or constitutes a criminal offence.

d. Gaining unauthorized access to other computer systems.

e. Interfering with any other person’s use of the Site.

f. Breaching any Applicable Laws including any violation of state, federal or international laws.

g. Interfering or disrupting networks or web sites connected to the Site.

h. Making, transmitting or storing electronic copies of materials protected by copyright without the permission of the owner including intellectual property and confidential information which shall include but not be limited to content and/or design etc.

i. Submitting content on the Site that violates Applicable Laws, infringes anyone’s intellectual property rights, violates anyone’s privacy, violates the Privacy Policy or breaches agreements you have with others.

j. Submitting content to the Site containing malicious computer code, such as computer viruses or spyware. Submitting content to the forum as a mere placeholder to hold a particular address, username, or other unique identifier.

k. Disclosure of confidential information or personal information of other members.

To aid in keeping our Website safer and secure for all of its users, we have curated a list of prohibited uses of our Website. Please abide by these restrictions when navigating, browsing, or using our Website in any way.

1. Enforcement

The Company may investigate and prosecute violations of these terms to the fullest legal extent. The Company may notify and cooperate with law enforcement authorities in prosecuting violations of the law and these Terms, as may be committed by the User. The Company reserves the right to change, redact, and delete Content on the forum or Site at its discretion. In the event that you suspect a user has submitted content to the forum violating these terms, please promptly contact and notify us.

1. Representations

As a condition to accessing or using the Services or the Site, you represent to issuer the following:

a. You are investing in the Note for the purpose of generating a stable yield from the Note and not for any other purpose.

b. You are aware of the risks associated with the Note, including the credit risk, liquidity risk and interest rate risk and that you are deliberately willing to bear these risks.

c. You understand that the performance of the Note may vary from time to time, based on various factors affecting the functioning of the Note, including but not limited to market fluctuations, changes in interest rates, changes in the creditworthiness of the Note's underlying assets, changes in the Note's investment strategy, and changes in the regulatory environment.

d. You agree to adhere to all Applicable Laws in connection with using the Services, and you will not use the Site or the Services if the laws of your country, or any other Applicable Law, prohibit you from doing so.

e. By investing in the Note, you acknowledge and represent that you have read, understood, and willingly agree to the Terms, and the disclaimers in the Terms. You also acknowledge that you have made an informed investment decision and that you are aware of the risks and benefits associated with investing in the Note.

f. You are investing the amount as specified at the time of investing in the Note and you agree that you are aware of the note's minimum investment requirements. Further, you acknowledge that you are aware of the terms of payment regarding the Note and agree to only use mode of payment that is approved and duly accepted by the Note.

g. In addition to complying with all restrictions, prohibitions, and other provisions of these Terms, you will ensure that, at all times, (i) any and all information that you provide on the Site and during your use of the Services is current, complete, and accurate; (ii) maintain the security and confidentiality of passwords, API keys, private keys associated with your Services account and other related credentials.

h. Any use or interaction with the Services requires a thorough and comprehensive understanding of applied cryptography and computer science to appreciate the inherent risks, including those detailed above and in the Inherent risk section.

i. By using the Services and Site, you represent and warrant that you possess relevant knowledge and skills in relation to the Services and Site.

j. You agree that the Note does not warranty or guarantee any outcome or yields to investments or subscriptions made by you to the Note. The note's performance is not guaranteed, and there is no assurance that the Note will achieve its investment objectives. The Note's performance may be affected by a variety of factors, and there is no assurance that the Note will achieve its investment objectives.

k. Each investor agrees to have sufficient financial resources and liquidity to bear all of the risks of an investment in the relevant Notes, including where principal or interest is payable in one currency but indexed to another currency, or where the currency for principal or interest payments is different from the potential investor's currency.

l. Any reference to a type of Digital Asset on the Site or otherwise during the use of the Services does not indicate our approval or disapproval of the technology on which the Digital Asset relies and should not be used as a substitute for your understanding of the risks specific to each type of Digital Asset. Further, you represent and warrant that You understand the risks associated with each type of Digital Asset.

1. Indemnification

You agree to indemnify, defend and hold harmless the Company, our service providers, our affiliates and subsidiaries, and each of our respective officers, directors, employees, consultants, advisors, and agents (collectively referred to as “Indemnified Party”) from and against all direct and indirect claims, losses, damages, costs, obligations, liabilities, debt and expenses of any kind (including but not limited to attorney’s fees) incurred or suffered by us in relation to any claims, actions or demands arising out of and in connection with: (i) Your use of and access to the Services; (ii) the breach of these Terms, or breach of these terms by others using your account on the forum; (iii) Your violation of any third party right, including without limitation any publicity, privacy or intellectual property right; (iv) Your breach of any Applicable Laws; (v) any unauthorized, improper, illegal or wrongful use of your account by any person, including a third party, whether or not authorized or permitted by you; or (vi) or expenses arising from the use of any disclaimer or any information provided on this website or in relation to the Services. These indemnification obligations will survive the expiry or termination of these Terms and your use of Services. The Company reserves the right, at your expense, to assume the exclusive defense and control of any matter for which you are required to indemnify us, and you agree to assist and cooperate with our defense or settlement of these claims. The Company agrees not to agree to any settlement that admits fault for you or imposes obligations on you without your prior agreement.

In the event of a breach or threatened breach of any of the provisions of the Terms, the Company shall be entitled to an injunction restraining the breaching person from engaging in any activities that would constitute a breach of the obligations under the Terms. Nothing herein shall be construed as prohibiting the Company from pursuing any other remedies available to it for such breach or threatened breach, including the recovery of damages and other remedies available to the Company under equity and law.

1. Privacy

We respect your privacy and are committed to protecting it. We may use the information we collect from you to operate our Company and/or our Site. Please review our Privacy Policy to understand the types of data we collect from you and your devices (“Data”) in connection with your use of our Site and how we use your Data. By continuing to use our Website you are expressing that you agree with how we collect and use your Data as set out in these Terms and our Privacy Policy. The User shall go through the Privacy Policy and Terms carefully before accessing or using the Site and Services.

1. Intellectual Property

Nothing in these terms gives you any ownership rights in the Company’s intellectual property. You agree that the Company and/or its affiliates or licensors owns and/or retains all the rights to the Services and Content in the Site and Services in perpetuity. The Company is the sole proprietor and owner of all the intellectual property rights including, but not limited to trademarks, copyrights, trade secrets, design, patent and other intellectual property laws and other proprietary information owned by the Company, affiliates and/or its designees. The Company has the sole exclusive right to reproduce, share and create derivative works from this intellectual property.

1. Restricted activities

You may use our Site only for lawful purposes and in accordance with the Terms. You agree not to use the Services:

a. In any way that violates any applicable national or international law or regulation.

b. For any money-laundering activities or activities prohibited under the Terms.

c. For the purpose of exploiting, harming or attempting to exploit or harm minors in any way exposing them to inappropriate content or otherwise.

d. To transmit or procure the sending of, any advertising or promotional material, including any ‘junk mail’, ‘chain letter’, ‘spam’, or any other similar solicitation.

e. To impersonate or attempt to impersonate the Company, employee of the Company, another user or any other person or entity.

f. In any way that infringes upon the rights of others, or in any way is illegal, threatening, fraudulent, or harmful or in connection with any unlawful, illegal, fraudulent or harmful purpose or activity.

g. To engage in any conduct that restricts or inhibits anyone’s use or enjoyment of Service, or which, as determined by us, may harm or offend the Company or users of Service or expose them to liability.

h. Use Service in any manner that could disable, overburden, damage, or impair Service or interfere with any other party’s use of Service, including their ability to engage in real time activities through Service.

i. Use any robot, spider, or other automatic device, process, or means to access Service for any purpose, including monitoring or copying any of the material on Service.

j. Use any manual process to monitor or copy any of the material on Service or for any other unauthorized purpose without our prior written consent.

k. Use any device, software, or routine that interferes with the proper working of Service. Introduce any viruses, trojan horses, worms, logic bombs, or other material which is malicious or technologically harmful.

l. Attempt to gain unauthorized access to, interfere with, damage, or disrupt any parts of Service, the server on which Service is stored, or any server, computer, or database connected to Service.

m. Attack Service via a denial-of-service attack or a distributed denial-of-service attack.

n. Take any action that may damage or falsify Company rating.

o. Otherwise attempt to interfere with the proper working of Service.

For any purpose in violation of our User Content provision in the Terms, incorporated by reference herein.

1. Inherent Risks

a. By utilizing the Services or interacting with the Site in any way, you represent and warrant that you understand the inherent risks associated with credit risk, inflation risk, liquidity risk, price risk, interest rate risk, foreign exposure risk, regulatory risk and other exiting and foreseeable risks available to investments made by Investors.

b. You agree and acknowledge that: (a) the Company may impose additional fees or temporarily suspend the accounts of Investors if the note’s liquidity falls below required minimum thresholds due to the then prevailing market conditions or other factors; (b) the price of the Notes issuable to the Investor shall fluctuate, and the Investors may sell their Notes at a loss if the NAV of the note decreases; (c) the Note may be exposed to risks associated with regulatory, economic or political instability, change in government, change in regulations, market fluctuations and interest rates.

c. The Services could be impacted by one or more regulatory inquiries or regulatory actions, which could impede or limit the ability of the company to continue to make available its Services and, thus, could impede or limit your ability to access or use the Services.

d. You hereby assume and agree that Company will have no responsibility or liability for, the risks set forth in this Terms. You hereby irrevocably waive, release and discharge all claims, whether known or unknown to you, against the Company, its affiliates, and their respective shareholders, members, directors, officers, employees, agents, and representatives, suppliers, and contractors related to any of the risks set forth in the Terms.

1. Investor Submissions

a. From time to time, our Site may contain features that enable you to submit details and material to the Site and/or submit directly to the Company for verification or other purposes.

b. We prioritize the safety and environment of our Site, and accordingly, you agree and acknowledge that all your submissions comply with the Terms. All user submissions are deemed non-confidential. You relinquish to the Company all proprietary rights in the same upon submission. You understand and agree that anything you submit or post through our Site grants the Company and our designees the authority and right to use such material for any purpose. You acknowledge that you bear sole responsibility and liability for any submissions you make, and the Company shall not be held liable in any way for your submissions in any manner.

c. By agreeing to the Terms, you consent to receive all communications, agreements, documents, receipts, notices, and disclosures electronically (hereinafter collectively referred to as "Communications") in connection with these Terms or any Services provided. You agree that we may provide our Communications to you by posting them on the Site or by emailing them to you at the email address you provide in connection with using the Services, if any. You should maintain copies of our Communications by printing a paper copy or saving an electronic copy. You may also contact us with questions, complaints, or claims concerning the Services at [e-mail]

1. Disclaimer

a. We do not warrant the accuracy, completeness, or usefulness of the information you find on our Website. Any reliance you place on such information is at your own risk. The charges, coupon rate and yield information provided on the Site are not intended as an offer, a solicitation of an offer, or as advice, regarding or recommendation to enter into, a transaction with the issuer. The issuer does not act as an agent for you or any other user of the Site or the Services.

b. We have no authority over, nor assume control over, or liability for, the delivery, quality, safety, legality, or any other aspect of functioning of the Note. We do not guarantee the completion of transactions you engage with, and in the event of any issues arising from investments made by you during the usage of the Services, the entire risk is borne by you.

c. You understand and agree that the Site and its Content on the Site, including instructions regarding usage of the Services are purely informational in nature and do not represent any level of legal, financial, investment, other professional, or industry specific advice. As such, our Company will not be responsible for any damages that result from the use of our Site and its Services.

d. All information provided in connection with your access and use of the Site and the Services is for informational purposes only and should not be construed as professional advice. You should not take, or refrain from taking, any action based on any information contained on the Site or any other information that we make available at any time, including, without limitation, blog posts, articles, links to third-party content, discord content, news feeds, tutorials, tweets, and videos.

e. Before you make any financial, legal, or other decisions involving the Services, you should seek independent professional advice from an individual who is licensed and qualified in the area for which such advice would be appropriate. The Terms are not intended to, and do not, create or impose any fiduciary duties on us. You further agree that the only duties and obligations that we owe you are those set out expressly in these Terms.

f. The Terms are not intended to, and do not, create or impose any fiduciary duties on the Company. You further agree that the only duties and obligations that we owe you are those set out expressly in these Terms.

g. Under no circumstances shall the company, its officers, directors, employees, agents or other representatives, individually or collectively be liable for any losses, damages, or expenses arising from the use of this disclaimer or any information provided on this website or in relation to the Services.

h. The investment activities of investors are subject to investment laws and regulations or review or regulation by certain authorities. All investors should consult their legal advisors to determine whether and to what extent the Notes are legal investments for them. Further, Investors should consult their legal and financial advisors to determine and assess if: (a) Notes can be used as underlying securities for various types of borrowing; and/ or (b) other restrictions apply to their purchase or, if relevant, pledge of any Notes.

i. You understand that Investing in Notes involves a high degree of risk, including the risk of loss of your entire investment. The value of Notes may fluctuate significantly and can become worthless. You should carefully consider whether trading or holding tokens is suitable for you in light of your financial condition, and hereby agree to bear the entire liability for any investment made to the Notes.

j. You understand that the Company is not registered or licensed by any financial regulatory authority.

k. You acknowledge that your data on the Site may become irretrievably lost or corrupted or temporarily unavailable due to a variety of causes, and agree that, to the maximum extent permitted under Applicable Law, we will not be liable for any loss or damage caused by denial-of-service attacks, software failures, viruses or other technologically harmful materials (including those which may infect your computer equipment), protocol changes by third-party providers, Internet outages, force majeure events or other disasters, scheduled or unscheduled maintenance, or other causes either within or outside our control. The disclaimer of implied warranties contained herein may not apply if and to the extent such warranties cannot be excluded or limited under the Applicable Law of the jurisdiction of your residence or nationality.

1. External and Affiliate Links

Periodically we may provide links to external websites and sources that are outside of our Company for your convenience only. These links may include but are not be limited to, advertisements, affiliate links, third party website links, and sponsored links. It is acknowledged that we lack authority over the content of these sites, nor do we have any access to making changes or amendments to them.

1. No Warranties and No Guarantees

The Company offers this Site and all content accessible through it on an “As-Is” basis for individual use by you at your own risk and without any warranties, whether express or implied, including, but not limited to warranties of title, merchantability, fitness for a particular use, or any rights or licenses in this Agreement. We do not guarantee that the Site and any downloadable content will be free from viruses or other harmful code. The Company does not warrant the accuracy and reliability of the information provided on the Website and its content. To the fullest permissible extent, the Company disclaims liability for any damages resulting from your use of Services or access of the Company’s Site, Content and any linked third party Sites or content. You acknowledge, understand and agree that the Company does not guarantee specific results, including financial or other business gains for you personally or for your business. The content and information included on the Site is provided for informational purposes only, and you are responsible for implementing any business practices or suggested actions outlined on the Site.

1. Modification, Suspension, and Termination

We may, at our sole discretion, from time to time and without prior notice to you, modify, suspend or disable (temporarily or permanently) the Services, in whole or in part, for any reason whatsoever, including without limitation, any act or omission in contravention of the Privacy Policy or of these Terms. Upon termination of your access, your right to use the Services will cease immediately. We will not be liable for any losses suffered by you resulting from any modification to any Services or from any modification, suspension, or termination, for any reason, of your access to all or any portion of the Site or the Services. You acknowledge and agree that the Company may delete or deactivate your account immediately upon detecting any such reason, including without limitation, the contravention of the Privacy Policy or these Terms.

1. Limitation of Liability

In no event shall the Company’s aggregate liability for all direct or indirect losses and damages (together with its Affiliates, and its affiliates' respective stockholders, members, directors, managers, officers, employees, attorneys, agents, representatives, suppliers, or contractors) arising out of or in connection with the Site and the Services (and any of their content and functionality), any performance or non-performance of the Services, or any product, service or other item provided by or on behalf of the Company, whether under contract, tort, negligence, civil liability, statute, strict liability or other theory of liability exceed US $100, under any instances whatsoever. The Company (together with its Affiliates, and its affiliates' respective stockholders, members, directors, managers, officers, employees, attorneys, agents, representatives, suppliers, or contractors) under no circumstances shall be liable for any indirect, incidental, special, punitive, consequential damages of any kind, including any loss of revenues, profits, goodwill, cryptocurrencies, tokens, or anything else of value.

YOU AGREE THAT ANY CAUSE OF ACTION ARISING OUT OF OR RELATED TO THE SITE MUST COMMENCE WITHIN 6 (SIX) MONTHS AFTER THE CAUSE OF ACTION ACCRUES, OR THE CAUSE OF ACTION IS PERMANENTLY BARRED.

1. Force Majeure

a. We will have no responsibility or liability for any failure or delay in performance of the Site or any of the Services, or any loss or damage that you may incur, due to any circumstance or event beyond our control, including without limitation to any flood, extraordinary weather conditions, earthquake, or other act of God, fire, war, insurrection, riot, bankruptcy, labour dispute, accident, action of government, communications, power failure, or equipment or software malfunction, or pandemics.

b. Notwithstanding anything to the contrary contained in the Terms, you agree that The COVID-19 and potential future outbreaks have significantly affected global economies. Travel restrictions, lockdowns, and economic slowdowns may potentially affect the operations of the Note, including but not limited to causing (a) disruptions to supply chains and logistics, (b) reduced demand for the Company’s products or Services, (c) Increased costs and expenses, (d) potential impact on the Company’s financial performance and stability. The Company is unable to predict the full extent of the impact of the COVID-19 pandemic and potential future outbreaks on its operations, and there is a risk that the pandemic could have a material adverse effect on the Company’s business, financial condition, and results of operations. By using the Note, you acknowledge that you have read, understood, and agree to the terms and conditions set forth in this document, including the risks associated with the COVID-19 pandemic and potential future outbreaks.

1. Binding Arbitration

a. Please read the following section carefully because it requires you to arbitrate certain disputes and claims with Zoth and limits how you can seek relief from Zoth. You and the Company agree that any dispute, claim, controversy arising out of or in relation to the breach, termination, enforcement, interpretation or validity thereof, including determination of the scope or applicability of the Terms arising out of or related to these Terms or the Services shall be resolved solely through individual action undertaken by the User. Such claims, disputes or actions arising from the aforementioned events shall not be brought as a class arbitration, class action, or any other type of representative proceeding. b. For any questions about the Privacy Policy or if you want to make privacy rights requests relating to your Personal Information, you may always contact us at [e-mail]. If you believe that we have infringed your rights, we encourage you to first submit a request by sending an email to [e-mail], with the subject line "Privacy Policy Request", so that we can try to resolve the issue or dispute informally. You have the right to make a complaint at any time to the supervisory authority for data protection issues in the applicable jurisdiction. We would, however, appreciate the chance to deal with your concerns before you approach the relevant supervisory authority so, please, contact us in the first instance.

c. The Company, and Note operates this website from its offices in Luxembourg. Use of this Site or Services, or any information or materials made available by us through this Site is governed by the laws of the Luxembourg, without reference to conflict of law provisions. Any dispute arising out of or related to your use of this site will be brought in, and you hereby consent to exclusive jurisdiction and venue in, the state and federal courts in Luxembourg. You agree to waive all defences of lack of personal jurisdiction and forum non-convenience and agree that process may be served in a manner authorized by Applicable Laws or court rule.

d. All matters relating to this Agreement, and all matters arising out of or relating to this Agreement, whether sounding in contract, tort, or statute are governed by, and construed in accordance with, the laws of Luxembourg, without giving effect to any conflict of law principles. By agreeing to these Terms, you explicitly agree that any claims or actions that you may otherwise have against us under the laws of any jurisdiction outside of Luxembourg are hereby waived, including without limitation, any claims or actions under the laws of your own country, and that your sole location and the laws of Luxembourg shall be applicable for any dispute, claim or controversy, in accordance to the terms of this Section.

e. At the Company’s sole discretion, it may require any dispute, claim, or controversy arising out of or relating to this Agreement, or the breach, termination, enforcement, interpretation, or validity thereof, to be submitted to and decided by a single arbitrator by binding arbitration. The seat of the arbitration shall be Luxembourg. The Tribunal shall consist of 1 arbitrator. The language of the arbitration shall be English. The decision of the arbitrator shall be final and binding on the parties and may be entered and enforced in any court of competent jurisdiction by either party. The prevailing party in the arbitration proceedings shall be awarded reasonable attorneys’ fees, expert witness costs and expenses, and all other costs and expenses incurred directly or indirectly in connection with the proceedings, unless the arbitrator shall for good cause determine otherwise.

f. All arbitrations shall proceed on an individual basis. You agree that you may bring claims against the Company in arbitration only in your individual capacities and in so doing you hereby waive the right to a trial by jury, to assert or participate in a class action lawsuit or class action arbitration (either as a named-plaintiff or class member), and to assert or participate in any joint or consolidated lawsuit or joint or consolidated arbitration of any kind. Notwithstanding anything to the contrary, the arbitrator may not consolidate more than one person's claims and may not otherwise preside over any form of a representative or class proceeding. If a court decides that applicable law precludes enforcement of any of this paragraph's limitations as to a particular claim for relief, then that claim (and only that claim) must be severed from the arbitration and may be brought in court.

YOU UNDERSTAND AND AGREE THAT BY ENTERING INTO THESE TERMS, YOU ARE WAIVING THE RIGHT TO TRIAL BY JURY OR TO PARTICIPATE IN A CLASS ACTION.

g. Any cause of action you may have with respect to your use of the Website must be commenced within one (1) year from the claim or cause of action arises. If for any reason a court of competent jurisdiction finds any provision of the foregoing terms and conditions or portion thereof, to be unenforceable, that provision shall be enforced to the maximum extent permissible so as to effect the intent hereof, and the remainder of the terms and conditions shall continue in full force and effect.

1. Choice of Law

This Agreement and the relationship between the Users and the Company (including its affiliates and authorised representatives) are governed by the laws of the State of Luxembourg.

1. Non-solicit Obligations

a. The Investors and all parties to these Terms agree that, during the term of this Agreement and for a period of twelve (12) months following the termination or expiry of this Agreement, they shall not, directly or indirectly, solicit, entice, or attempt to solicit or entice any employee or agent of the Company or any of its Affiliates to leave their employment or engagement with the Company or such Affiliate.

b. The Investor further agree that they shall not hire or engage such employee or agent without the prior written consent of the Company.

c. The Parties agree that, during the term of this Agreement and for a period of twelve (12) months following the termination or expiry of this Terms, they shall not, directly or indirectly, solicit, entice, or attempt to solicit or entice any customer or client of the Company or any of its Affiliates to cease or reduce their business with the Company or such Affiliate.

1. Remedies

Any right or remedy of the Company set forth in these Terms is in addition to, and not in lieu of, any other right or remedy whether described in these Terms, under Applicable Law, at law, or in equity. The failure or delay of the Company in exercising any right, power, or privilege under these Terms shall not operate as a waiver thereof, as detailed in Clause 28 of the Terms.

1. Severability and No Waiver

If any provision of these Terms is held to be invalid, illegal, or unenforceable by a court or arbitration tribunal with jurisdiction, all other provisions set forth in this Agreement will remain valid and enforceable. By failing to enforce any right or provision of this Agreement, we are not waiving the right or ability to enforce the same rights or provisions in the future. Any right or provision in this Agreement will only be considered waived if done so in writing by an authorized representative of the Company. Any consent by the Company to, or waiver of a breach by the User, whether express or implied, shall not constitute consent to, waiver of, or excuse for any other different or subsequent breach(s). The Company’s failure to assert any right or provision under these Terms shall not constitute a waiver of any such right or provision. No waiver shall be considered a further or continuing waiver of such term or any other term.

1. Transfer and Assignment

You may not transfer or assign any of your rights under this Agreement to any third party without the express written consent of the Company.

1. Notices

We may provide notice to you by: (i) sending a message to the email address provided by you, or (ii) by posting to the Site. Notices sent by email will be effective at the time of sending and notices posted to the Website will be effective upon posting. You may provide notice to the Company by certified mail to [e-mail] Notices provided by certified mail will be effective upon actual receipt of the notice. All legal notices including those related to intellectual property and copyright infringement claims should be sent by certified mail to the Company’s agent and mailing address located in this provision above. All requests and other communications relating to the Website should be directed to: [e-mail]

1. Forward Looking Statements

Certain statements in the terms constitute forward-looking statements, including but not limited to, statements regarding our expectations, hopes, intentions, or strategies regarding the future. These forward-looking statements are based on assumptions that are subject to significant known and unknown risks, uncertainties, and other unpredictable factors, which could cause actual results to differ materially from those expressed in such forward-looking statements. By using this website, you acknowledge that you have read, understood, and agree to the terms and conditions of all disclaimers in the Terms.

1. Survival

In the event of termination of this agreement or the Terms herein, the provisions relating to limitation of liability, indemnity, intellectual property rights and conditions stipulated for use of the Site and Services shall survive.

1. Contact

You may notify the company under these terms and send questions to the company at [e-mail]. The company may notify you under these terms using the e-mail address you provide for your account on the forum, or by posting a message to the forum’s homepage or your account page.

1. Interpretation

In the event of any conflict between these Terms and any other agreement you may have with us, these Terms will control unless the other agreement specifically identifies these Terms and declares that the other agreement supersedes these Terms.

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