General Terms Of Service

Last Updated: 17th September 2024

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IMPORTANT NOTICE: THIS AGREEMENT IS SUBJECT TO BINDING ARBITRATION AND A WAIVER OF CLASS ACTION RIGHTS AS DETAILED IN SECTION 11. PLEASE READ THE AGREEMENT CAREFULLY.

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Zest Protocol Labs (“Zest Protocol Labs,” “we,” “us,” or “our”) is a blockchain software development company. With a focus on the Zest Protocol, a lending and borrowing market for the Stacks network. Zest Protocol Labs hosts a top level domain website, https://zestprotocol.com/, that serves information regarding Zest Protocol Labs and our products and services, as well as sub-domains for our products or services (the top level domain with the sub-domains collectively referred to as the “Site”), which include text, images, audio, code and other materials or third party information.

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These Terms of Service, including their appendix (the “Terms,” “Terms of Use” or “Agreement”) contain the terms and conditions that govern your access to and use of the Site and the Site Services (as defined below) provided by us and is an agreement between us and you or the entity you represent (“you” or “your”). Please read these Terms of Use carefully before using the Site or the Site Services. By using the Site, clicking a button or checkbox to accept or agree to these Terms where that option is made available, clicking a button to use or access any of the Site Services, completing an Order, or, if earlier, using or otherwise accessing the Site Services (the date on which any of the events listed above occur being the “Effective Date”), you (1) accept and agree to these Terms and any additional terms that apply to certain Site Services, rules and conditions of participation issued by Zest Protocol Labs from time to time and (2) consent to the collection, use, disclosure and other handling of information as described in our Privacy Policy. If you do not agree to the Terms or perform any and all obligations you accept under the Terms, then you may not access or use the Site Services.

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You represent to us that you are lawfully able to enter into contracts. If you are entering into this Agreement for an entity, such as the company you work for, you represent to us that you have legal authority to bind that entity. Please see Section 14 for definitions of certain capitalised terms used in this Agreement.

In addition, you represent to us that you are (1) not subject to sanctions or otherwise designated on any list of prohibited or restricted parties, including but not limited to the lists maintained by the United Nations Security Council, the U.S. Government (i.e., the Specially Designated Nationals List and Foreign Sanctions Evaders List of the U.S. Department of Treasury and the Entity List of the U.S. Department of Commerce), the European Union or its Member States, the United Kingdom, or other applicable government authority and (2) not located in any country subject to a comprehensive sanctions program implemented by the United States.

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The Site Services
1. Generally. You may access and use the Site Services only in accordance with this Agreement. You agree to comply with the terms of this Agreement and all laws, rules and regulations applicable to your use of the Site Services.
2. Site Services and Access. Zest Protocol Labs offers a number of Site Services under the Zest Protocol Labs brand or brands owned by us. These include lending and borrowing services on the Stacks network. The Site Services are generally accessed through the Site or through a third-party provider of which we approved unless otherwise agreed in writing.
3. Third-Party Content and Services. In respect of certain Site Services, including the lending and borrowing market, you may view, have access to, and may use the informational content, products, or services of one or more third parties (collectively, the “Third Party Content” and the “Third Party Services” respectively). In each such case, you agree that you view, access or use such content and services at your own election. Your reliance on any Third Party Content and use of Third Party Services in connection with the Site Services is governed on one hand by this Agreement but, on the other, will also generally be subject to separate terms and conditions set forth by the applicable third party content and/or service provider. Those terms and conditions may involve separate fees and charges or may include disclaimers or risk warnings about reliance on or the accuracy of any information. Such terms may also apply a privacy policy different than that which Zest Protocol Labs maintains and incorporates into this Agreement. It is your responsibility to understand the terms and conditions of Third Party Services, including how those service providers use any of your information under their privacy policies.

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Third Party Content and Third Party Services are provided for your convenience only. We do not verify, curate, or control Third Party Content. We do not control Third Party Services. As a result, we do not guarantee, endorse, or recommend such content or services to any or all users of the Site Services, or the use of such content or services for any particular purpose. You access, rely upon or use any Third Party Content or Third Party Service at your own risk. Zest Protocol Labs disclaims all responsibility and liability for any Losses on account of your reliance upon or use of such content or services. We have no responsibility for Third Party Content that may be misleading, incomplete, erroneous, offensive, indecent, or otherwise objectionable to you or under the law in your jurisdiction. The choice to rely on Third Party Content or to use a Third Party Service is your own, and you are solely responsible for ensuring that your reliance or use is in compliance with all applicable laws. Dealing or correspondence with any third party that provides such content or services is solely between you and that third party. We reserve the right to change, suspend, remove, disable, or impose access restrictions or limits on the use of any Third Party Service at any time without notice.

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Support. You may seek or receive technical or product support, information, advice, or guidance from us regarding the Site Services, including via third party service provider, chat interface, or email. All support made available or provided by or on behalf of Zest Protocol Labs is believed to be reliable, but we do not make representations or warranties, express or implied, as to its accuracy, its completeness, or the results to be obtained. Such support is being provided for informational purposes only and, by accepting such support, you are representing that you have adequate skill and experience regarding the proper selection, use, and/or application of Site Services and use such Site Services at your own discretion and risk. With the exception of instances of gross negligence, you hold us harmless for any injury that may result from the support you receive from us. You are aware that our customer support efforts may be impersonated by malicious third parties, and you agree that we are not responsible for the actions of such impersonators. You further acknowledge that we will not offer support via SMS, WhatsApp, Telegram, WeChat, or Twitter DMs, and that we will never ask you for your private key or secret recovery phrase or for you to make a payment to us.

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USE OF THE SITE AND THE SITE SERVICES
1. As a condition to accessing or using the Site Services, you represent and warrant to us the following:
  1. if you are an individual person, then you are of legal age in the jurisdiction in which you reside, and you have the legal capacity to enter into these Terms and be bound by them;
  2. if you are an entity, then you must have the legal authority to accept these Terms on that entity’s behalf, in which case “you” (except as used in this paragraph) will mean that entity;
  3. you are not a U.S. Person (as defined in Section 17);
  4. you are not a resident, national, or agent of any of the Prohibited Jurisdictions (as defined in Section 17);
  5. you are not subject a Sanctioned Person (as defined in Section 17) (as defined in Section 17);
  6. you do intend to transact with any Prohibited Person (as defined in Section 17) or any Sanctioned Person;
  7. you do not, and will not, use VPN software or any other privacy or anonymization tools or techniques, or other means, to circumvent, or attempt to circumvent, any restrictions that apply; and
  8. your access is not:
    1. prohibited by and does not otherwise violate or assist you in violating any Applicable Laws; or
    2. contribute to or facilitate any illegal activity.
2. As a condition to accessing or using the Site or the Site Services, you acknowledge, understand, and agree to the following:
  1. from time to time, the Site or the Site Services may be inaccessible or inoperable for any reason, including, but not limited to:
    1. equipment malfunctions;
    2. periodic maintenance procedures or repairs that us or any of its suppliers or contractors may undertake from time to time;
    3. causes beyond our control or that us could not reasonably foresee;
    4. disruptions and temporary or permanent unavailability of underlying blockchain infrastructure; or
    5. unavailability of third-party service providers or external partners for any reason;
  2. we reserve the right to disable or modify access to the Site at any time in the event of any breach of these Terms, including, without limitation, if we reasonably believe any of the conditions to accessing the Site or the Site Services have not been satisfied or any of the representations and warranties that you make under these Terms may be untrue or inaccurate (including, without limitation, those contained in Section 2.1 and Section 4), and we will not be liable to you for any losses or damages that you may suffer as a result of or in connection with the Site or the Site Services being inaccessible to you at any time or for any reason;
  3. the Site Services may evolve, which means third parties may apply changes, replace, or discontinue (temporarily or permanently) the access at any time in their sole discretion;
  4. the pricing information provided on the Site or the Site Services does not represent an offer, a solicitation of an offer, or any advice regarding, or recommendation to enter into, a transaction with us;
  5. us does not act as a broker or advisor for you;
  6. you are solely responsible for your use of the Site or the Site Services, including all of your transfers of digital assets;
  7. to the fullest not prohibited by Applicable Law, 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;
  8. you are solely responsible for reporting and paying any taxes applicable to your use of the Site Services; and
  9. we have no control over, or liability for, the delivery, quality, safety, legality, or any other aspect of any digital assets that you may transfer to or from a third party, and we are not responsible for ensuring that an entity with whom you transact completes the transaction or is authorized to do so. If you experience a problem with any transactions in digital assets using the Site or the Site Services, you bear the entire risk.
Prohibited Uses

You may not:

use the Site or any Site Services in order to disguise the origin or nature of illicit proceeds of, or to further, any breach of applicable Laws, or to transact or deal in any contraband Digital Asset, Fiat, funds, property, or proceeds;
use the Site or any Site Services if any applicable Laws, including AML Laws, CTF Laws, Anti-Corruption Laws, and Economic Sanctions Laws, prohibit, penalise, sanction, or expose Zest Protocol Labs to liability for any Site Services furnished or offered to you or your Digital Wallet under these Terms;
use the Site or any of the Site Services, or any financial services of any U.S. Financial Institution, whether or not an Associate of Zest Protocol Labs, to facilitate, approve, evade, avoid, or circumvent any applicable Laws, including AML Laws, CTF Laws, Anti-Corruption Laws, and Economic Sanctions Laws;
use the Site or any Site Services to evade taxes under the Laws of any jurisdiction(s) applicable to you or the Site;
lend any listed Stacks assets, or otherwise transact on the Site, or use any Site Services, with anything other than Fiat, funds, keys, property, or Digital Asset that have been legally obtained by you and that belong to you;
use the Site or any Site Services to interfere with or subvert the rights or obligations of Zest Protocol Labs or the rights or obligations of any other Site user or any other person;
trade using misleading or inaccurate information presented to the Site or to Zest Protocol Labs or take advantage of any technical glitch, malfunction, failure, delay, default, or security breach;
use the Site or any Site Services to engage in conduct that is detrimental to Zest Protocol Labs or to any other Site user or any other person;
take advantage of any technical glitch, malfunction, delay, default or security breach on the Site;
falsify any account, Site registration, exchange, or administration details provided to Zest Protocol Labs or any of its Related Parties, impersonate another person or misrepresent your affiliation with a person;
falsify or materially omit any information or provide misleading or inaccurate information requested by Zest Protocol Labs or any of its Related Parties, including at Site registration or during the course of administering any Site Services to you;
cause injury to, or attempt to harm, Zest Protocol Labs, any of its Related Parties or any person through your access to the Site or any Site Services;
promote discrimination based on race, religion, nationality, disability, sexual orientation, gender or gender identity, or age;
have more than one account and more than one Digital Wallet on the Site, or use any Digital Wallet on a one-time, ‘throwaway’ basis; any such additional Digital Wallet or one time ‘throwaway’ Digital Wallet may be terminated or suspended at the absolute discretion of Zest Protocol Labs;
where you are subject to prohibitions or restrictions as set forth in paragraph 1, access the Site or use any Site Services utilising any virtual private network, proxy service, or any other third-party service, network, or product with the effect of disguising your IP address or location, or access the Site or use any Site Services from, or being subject to, the jurisdiction of any Prohibited Jurisdiction or Government or Government Official thereof;
utilise an Digital Wallet, any Site Services or the Site for the financial or other benefit of a Prohibited Person; or
violate, promote, or cause a violation of, or conspire or attempt to violate these Terms or applicable Laws.
to violate, or encourage the violation of, the legal rights of others (for example, this may include allowing End Users to infringe or misappropriate the intellectual property rights of others in violation of the Digital Millennium Copyright Act);
to engage in, promote or encourage any illegal or infringing content;
for any unlawful, invasive, infringing, defamatory or fraudulent purpose (for example, this may include phishing, creating a pyramid scheme or mirroring a website);
to intentionally distribute viruses, worms, Trojan horses, corrupted files, hoaxes, or other items of a destructive or deceptive nature;
to interfere with the use of the Site or Site Services, or the equipment used to provide the Site or Site Services, by customers, authorised resellers, or other authorised users;
to disable, interfere with or circumvent any aspect of the Site or Site Services (for example, any thresholds or limits);
to generate, distribute, publish or facilitate unsolicited mass email, promotions, advertising or other solicitation; or
to use the Site or Site Services, or any interfaces provided with the Site or Site Services, to access any other product or service in a manner that violates the terms of service of such other product or service.

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Any use as described in this paragraph shall constitute a “Prohibited Use”. If Zest Protocol Labs determines or suspects that you have engaged in any Prohibited Use, Zest Protocol Labs may address such Prohibited Use through an appropriate sanction, in its sole and absolute discretion. Such sanction may include making a report to any Government, law enforcement, or other authorities, without providing any notice to you about any such report; confiscation of any Fiat, funds, property, proceeds, or Digital Asset in any Digital Wallet that you have on the Site; and, suspending or terminating your access to any Site Services or Fiat, funds, property, or Digital Asset from any Digital Wallet. Zest Protocol Labs may, at its sole and absolute discretion, seize and deliver your property to any applicable Government, law enforcement, or other authorities where circumstances warrant or in accordance with Laws. In addition, should your actions or inaction result in Loss being suffered by Zest Protocol Labs or any of its Related Parties, you shall pay an amount to Zest Protocol Labs or the Related Party (as the case may be) so as to render Zest Protocol Labs or the applicable Related Party whole (as the case may be), including the amount of taxes or penalties that might be imposed on Zest Protocol Labs or the Related Party (as the case may be).

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YOUR REPRESENTATIONS AND WARRANTIES

You represent and warrant to us on the date of your acceptance or deemed acceptance of these Terms and each day on which you utilise or access the Sire or Site Services, in each case with reference to the facts and circumstances existing at such date, as follows:

that, if you are an individual user, you are 18 years of age or older and that you have the capacity to contract under applicable Laws;
that, if you are registering to use or using the Site and/or Site Services on behalf of a legal entity, (i) such legal entity is duly organised and validly existing under the applicable laws of the jurisdiction of its organisation; and (ii) you, and any individuals utilising the services on behalf of the legal entity are duly authorised by such legal entity to act on its behalf;
that you understand the risks associated with using the Site and/or Site Services, that you are not prohibited or restricted from using the Site and/or Site Services by any provision of these Terms, and that you are not otherwise prohibited by applicable Laws from using, or acting for the benefit of another person that is prohibited or restricted from using, the Site and/or Site Services and that you have had the opportunity to seek legal, accounting, taxation and other professional advice regarding these Terms and the Site and/or Site Services;
that you will not use the Site and/or Site Services in order to conceal or disguise the origin or nature of proceeds of crime or terrorist financing, or to further, any breach of applicable AML Laws or CTF Laws, or to deal in any unlawful Digital Asset, Fiat, property, funds, or proceeds;
that you will not trade or otherwise transact on the Site or use any Site Services with anything other than Fiat, funds, or Digital Asset that have been legally obtained by you, that belong to you, and that are free and clear of all liens, claims, and encumbrances;
that you are currently in compliance with, and must, at your own cost and expense, comply with all Laws that relate to or affect the Site conducted under these Terms, including AML Laws, CTF Laws, Anti-Corruption Laws, Economic Sanctions Laws, Tax Information Exchange Laws or other tax Laws;
that you consent to any and all tax and information reporting under AML Laws, CTF Laws, Anti-Corruption Laws, Economic Sanctions Laws, Tax Information Exchange Laws or other tax Laws as us may reasonably determine;
that neither you nor any of your Affiliates shall use any Digital Asset, Fiat, property, proceeds or funds subject to the Site directly or indirectly (i) on behalf of or for the benefit of a Prohibited Person or any Person subject to the jurisdiction of a Prohibited Jurisdiction, except where authorised under any Government Approval or not restricted by applicable Laws; (ii) in violation of or as prohibited, restricted, or penalised under applicable Economic Sanctions Laws; or (iii) in any way that would violate, be inconsistent with, penalised under, or cause the omission of filing of any report required under applicable AML Laws, CTF Laws, or Economic Sanctions Laws;
that you have not (i) violated; (ii) been fined, debarred, sanctioned, the subject of Economic Sanctions-related restrictions, or otherwise penalised under; (iii) received any oral or written notice from any Government concerning actual or possible violation by you under; or (iv) received any other report that you are the subject or target of sanctions, restrictions, penalties, or enforcement action or investigation under, any applicable Laws, including AML Laws, CTF Laws, Anti-Corruption Laws, or Economic Sanctions Laws;
that neither you nor any of your Affiliates is: (i) itself or owned (beneficially or of record) or controlled by a Sanctioned Person; (ii) involved in any transaction, transfer, or conduct, whether or not by using or receiving the Site from any Digital Wallet or Digital Wallet Address, that is likely to result in you or your Affiliates or your or your Affiliate’s, shareholders, directors, officers, employees, agents, or partners becoming a Sanctioned Person; (iii) residing or domiciled in, or transferring Digital Assets, Fiat, funds, or property to, from, or through any Digital Wallet, Digital Wallet Address or engaging in any transaction on the Site from a Prohibited Jurisdiction; (iv) a Government or Government Official of a Prohibited Jurisdiction or (v) otherwise a Prohibited Person;
that neither you nor any of your Affiliates or your or your Affiliate’s, shareholders, directors, officers, employees, agents, or partners has directly or indirectly offered, promised, given, or authorised any payment, or offered, promised, given, or authorised the giving of anything else of value, including any Digital Asset or Fiat, to a Government Official or individual employed by another entity in the private sector in violation of any applicable Anti-Corruption Laws;
that you will not falsify any Site or Site registration or administration details provided to us;
that you will not falsify or materially omit any information or provide misleading or inaccurate information requested by us in the course of, directly or indirectly relating to, or arising from your activities on the Site or use of any Site Services, including at registration or during administration or other due diligence processes, and that if any information provided to us becomes incorrect or outdated, including information relating to your ownership, you will promptly provide corrected information to us;
that you shall employ reasonable anti-Virus, anti-malware and other software and techniques to protect you and your Digital Wallet from being the victim of a hack or of other malicious actions, so as to protect the integrity of your Digital Wallet and to keep such Digital Wallet and the access to the Site from your account out of the reach of other Persons;
that you shall not introduce or transmit any Virus into the Site and/or Site Services or us and its Affiliates’ computer systems;
that you acknowledge and agree that Fiat, Digital Asset or other property reflected in your Digital Wallet are not segregated assets held in your name or for your benefit but reflected only in the books and records of us;
that you acknowledge and agree that any instructions received or undertaken through your login credentials or from your authorised e-mail address on file with us are deemed to be valid, binding, and conclusive regardless of whether there is any error resulting from an instruction made by you or on your behalf, any error resulting, directly or indirectly, from fraud or the duplication of any instruction made by you or on your behalf or the malfunction of any device or compromise of credentials used by you to deliver instructions, and that us may act upon those instructions without any liability or responsibility attaching to it;
that you will fairly and promptly report all income associated with your activity on the Site and/or Site Services pursuant to applicable Laws and pay any and all taxes thereon; and
that you will accurately and promptly inform us if you know or have reason to know whether any of the foregoing representations or warranties no longer is correct or becomes incorrect.

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Changes
1. To the Site Services. We may change or discontinue any or all of the Site Services or change or remove functionality of any or all of the Site Services from time to time. We will use commercially reasonable efforts to communicate to you any discontinuation of an Offering through the Site or public communication channels.
2. To this Agreement. We reserve the right, at our sole discretion, to modify or replace any part of this Agreement or any Policies at any time. It is your responsibility to check this Agreement periodically for changes, but we will also use commercially reasonable efforts to communicate any material changes to this Agreement through the Site, email (if you have an account), or public channels. You agree that your continued use of or access to the Site Services following the posting of any changes to this Agreement constitutes acceptance of those changes, whether or not you were checking for changes or actually read the changes.
Your Responsibilities
1. Use of the Site Services. For any Site Services, whether they require that you set up an account with Zest Protocol Labs or they do not, and except to the extent caused by our breach of this Agreement, (a) you are responsible for all activities that occur with respect to your use of the Site Services, regardless of whether the activities are authorised by you or undertaken by you, your employees or a third party (including your contractors, agents or other End Users), and (b) we and our Affiliates are not responsible for unauthorised access to the Site Services or your account, including any access that occurred as a result of fraud, phishing, or other criminal activity perpetrated against you by third parties. You will ensure that your use of the Site Services does not violate any applicable law.
2. Your Security and Backup. You are solely responsible for properly configuring and using the Site Services and otherwise taking appropriate action to secure, protect, and backup your accounts and/or Your Content in a manner that will provide appropriate security and protection, which might include use of encryption. If you are not able to be responsible for your own account security, or do not want such an obligation, then you should not use the Site Services. Your obligations under this Agreement include ensuring any available software updates or upgrades to an Offering you are using are promptly installed or implemented, and recording and securely maintaining any passwords or secret recovery phrases that relate to your use of the Site Services. You acknowledge that certain methods of securing your secret recovery phrase, such as storing it as a digital file anywhere, including on your personal device or on a cloud storage provider, increase the risk that your account or secret recovery phrase will be compromised. You further acknowledge that you will not share with us nor any other third party any password or secret recovery phrase that relates to your use of the Site Services, and that we will not be held responsible if you do share any such password or phrase, whether you do so knowingly or unknowingly. For the avoidance of doubt, we take no responsibility whatsoever for any theft of a secret recovery phrase that involved intrusion through any means into your personal device or a cloud provider’s data repository.
3. Log-In Credentials and API Authentication. To the extent we provide you with log-in credentials and API authentication generated by the Site Services, such log-in credentials and API authentication are for your use only and you will not sell, transfer, or sublicense them to any other entity or person, except that you may disclose your password or private key to your agents and subcontractors performing work on your behalf.
4. Applicability to Site Services that facilitate access to addresses on blockchain protocols. For the avoidance of doubt, the terms of this Section 4 are applicable to all Site Services such as lending and borrowing through which you generate a public/private key pair (which can be thought of as a blockchain account and related password) either with a blockchain protocol directly or with Third Party Site Services, such as decentralised applications. You are solely responsible for the use and security of these security keys and that we will not be held responsible if you share any keys or secret recovery phrases with anyone else, whether knowingly or unknowingly.
MODIFICATION, SUSPENSION, AND TERMINATION
1. We reserve the right, at our sole discretion, from time to time and with or without prior notice to you, to modify, suspend or disable (temporarily or permanently) the Site and/or Site Services or our subdomain to the Site, in whole or in part, for any reason whatsoever and without limitation. Upon termination of your access, your right to use the Site or the Site Services from our subdomain will immediately cease. We will not be liable for any losses suffered by you resulting from any modification to the Site or the Site Services or from any modification, suspension, or termination, for any reason, of your access to all or any portion of the Site or the Site Services.
2. We may revise these Terms from time to time. We will notify you by updating the date at the top of the Terms and maintaining a current version. The most current version of the Terms will always be at https://www.stackingdao.com/terms-of-service. All modifications will be effective when they are posted. By continuing to access or use the Site or the Site Services after those revisions become effective, you agree to be bound by the revised Terms.
Temporary Suspension; Limiting API Requests
1. Generally. We may suspend your right to access or use any portion or all of the Site Services immediately if we determine:
  1. your use of the Site Services (i) poses a security risk to the Site Services or any third party, (ii) could adversely impact our systems, the Site Services, or the systems of any other user, (iii) could subject us, our Affiliate, or any third party to liability, or (iv) could be unlawful;
  2. you are, or any End User is, in breach of this Agreement; or
  3. for entities, you have ceased to operate in the ordinary course, made an assignment for the benefit of creditors or similar disposition of your assets, or become the subject of any bankruptcy, reorganisation, liquidation, dissolution or similar proceeding.
2. Effect of Suspension. If we suspend your right to access or use any portion or all of an Offering:
  1. you remain responsible for all fees and charges you incur during the period of suspension; and
  2. you will not be entitled to any fee credits for any period of suspension.
3. Limiting API Requests. We retain sole discretion to limit your API requests (“API Requests”) submitted in conjunction with your use of an Offering at any time if your usage of the Offering exceeds the usage threshold specified on the Site or user interface of the Offering. Further, excessive API requests, as determined by Zest Protocol Labs in our sole discretion, may result in the temporary or permanent suspension of your access to an account or to your use of the applicable Offering. Zest Protocol Labs is not required but will endeavour, when reasonable, to warn an account owner or user prior to suspension.
Term; Termination
1. Term. The term of this Agreement will commence on the Effective Date and will remain in effect until you stop accessing or using the Site Services.
2. Termination
  1. Termination for Convenience. you may terminate this Agreement for any reason by ceasing use of the Offering.
  2. Termination for Cause.
    1. By Either Party. Either party may terminate this Agreement for cause if the other party is in material breach of this Agreement and the material breach remains uncured for a period of 30 days from receipt of the other party’s notice of breach.
    2. By Us. We may also terminate this Agreement for cause immediately (A) if we have the right to suspend under Section 5, (B) if our relationship with a third-party partner who provides software or other technology we use to provide the Site Services expires, terminates, or requires us to change the way we provide the software or other technology as part of the Site Services, or (C) in order to avoid undue risk of violating the law.
3. Effect of Termination. Upon the Termination Date:
  1. all your rights under this Agreement immediately terminate;
  2. each party remains responsible for all fees and charges it has incurred through the Termination Date and are responsible for any fees and charges it incurs during the post-termination period; and
  3. the Terms of Service of this Agreement shall survive the expiration or termination of this Agreement to the full extent necessary for their enforcement and for the protection of the party in whose favour they operate. For instance, should this Agreement between you and us terminate, any dispute raised after you stop accessing or using the Site Services will be subject to the applicable provisions of this Agreement if that dispute relates to your prior access or use.
4. For any use of the Site Services after the Termination Date, the terms of this Agreement will again apply.
Proprietary Rights
1. Your Content

Depending on the Offering, you may share Content with us. Except as provided in this Section 7, we obtain no rights under this Agreement from you (or your licensors) to Your Content; however, you consent to our use of Your Content in any manner that is consistent with the purpose of your use of the Site Services or that otherwise facilitates providing the Site Services to you.

Site Services License

We or our licensors own all right, title, and interest in and to the Site Services, and all related technology and intellectual property rights. Subject to the terms of this Agreement, we grant you a limited, revocable, non-exclusive, non-sublicensable, non-transferable license to do the following: (a) access and use the Site Services solely in accordance with this Agreement; and (b) copy and use Our Content solely in connection with your permitted use of the Site Services. Except as provided in this Section 10.2, you obtain no rights under this Agreement from us, our Affiliates or our licensors to the Site Services, including any related intellectual property rights. Some of Our Content and Third-Party Content may be provided to you under a separate license. In the event of a conflict between this Agreement and any separate license, the separate license will prevail with respect to Our Content or Third-Party Content that is the subject of such separate license.

License Restrictions

Neither you nor any End User will use the Site Services in any manner or for any purpose other than as expressly permitted by this Agreement. Except for as authorised, neither you nor any End User will, or will attempt to (a) modify, distribute, alter, tamper with, repair, or otherwise create derivative works of any Content included in the Site Services (except to the extent Content included in the Site Services is provided to you under a separate license that expressly permits the creation of derivative works), (b) reverse engineer, disassemble, or decompile the Site Services or apply any other process or procedure to derive the source code of any software included in the Site Services (except to the extent applicable law doesn’t allow this restriction), (c) access or use the Site Services in a way intended to avoid incurring fees or exceeding usage limits or quotas, (d) use scraping techniques to mine or otherwise scrape data except as permitted by a Plan, or (e) resell or sublicense the Site Services unless otherwise agreed in writing. You will not use Our Marks unless you obtain our prior written consent. You will not misrepresent or embellish the relationship between us and you (including by expressing or implying that we support, sponsor, endorse, or contribute to you or your business endeavours). You will not imply any relationship or affiliation between us and you except as expressly permitted by this Agreement.

Suggestions

If you provide any Suggestions to us or our Affiliates, we and our Affiliates will be entitled to use the Suggestions without restriction. You hereby irrevocably assign to us all right, title, and interest in and to the Suggestions and agree to provide us any assistance we require to document, perfect, and maintain our rights in the Suggestions.

U.S. Government Users. If you are a U.S. Government End User, we are licensing the Site Services to you as a “Commercial Item” as that term is defined in the U.S. Code of Federal Regulations (see 48 C.F.R. § 2.101), and the rights we grant you to the Site Services are the same as the rights we grant to all others under these Terms of Use.

Indemnification
1. General
  1. You will defend, indemnify, and hold harmless us, our Affiliates and licensors, and each of their respective employees, officers, directors, and representatives from and against any Losses arising out of or relating to any claim concerning: (a) breach of this Agreement or violation of applicable law by you; or (b) a dispute between you and any of your customers or users. You will reimburse us for reasonable attorneys’ fees and expenses, associated with claims described in (a) and (b) above.
  2. We will defend, indemnify, and hold harmless you and your employees, officers, directors, and representatives from and against any Losses arising out of or relating to any claim concerning our material and intentional breach of this Agreement. We will reimburse you for reasonable attorneys’ fees and expenses associated with the claims described in this paragraph.
2. Intellectual Property
  1. Subject to the limitations in this Section 8, you will defend Zest Protocol Labs, its Affiliates, and their respective employees, officers, and directors against any third-party claim alleging that any of Your Content infringes or misappropriates that third party’s intellectual property rights, and will pay the amount of any adverse final judgment or settlement.
  2. We will have no obligations or liability arising from infringement by you combining the Site Services with any other product, service, software, data, content or method. In particular, we will have no obligations or liability arising from your use of the Site Services after we have notified you to discontinue such use.
3. Process. In no event will a party agree to any settlement of any claim that involves any commitment, other than the payment of money, without the written consent of the other party.
DISCLAIMERS; RISK
1. DISCLAIMER. THE OFFERINGS ARE PROVIDED “AS IS.” EXCEPT TO THE EXTENT PROHIBITED BY LAW, OR TO THE EXTENT ANY STATUTORY RIGHTS APPLY THAT CANNOT BE EXCLUDED, LIMITED OR WAIVED, WE AND OUR AFFILIATES AND LICENSORS (A) MAKE NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE REGARDING THE OFFERINGS, THE THIRD PARTY CONTENT, OR THE THIRD PARTY SERVICES, AND (B) DISCLAIM ALL WARRANTIES, INCLUDING ANY IMPLIED OR EXPRESS WARRANTIES (I) OF MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, OR QUIET ENJOYMENT, (II) ARISING OUT OF ANY COURSE OF DEALING OR USAGE OF TRADE, (III) THAT THE OFFERINGS, THIRD PARTY CONTENT, OR THIRD PARTY SERVICE WILL BE UNINTERRUPTED, ERROR FREE OR FREE OF HARMFUL COMPONENTS, AND (IV) THAT ANY CONTENT WILL BE SECURE OR NOT OTHERWISE LOST OR ALTERED. YOU ACKNOWLEDGE AND AGREE THAT YOU HAVE NOT RELIED AND ARE NOT RELYING UPON ANY REPRESENTATION OR WARRANTY FROM ZEST PROTOCOL LABS THAT IS NOT OTHERWISE IN THIS AGREEMENT OR IN A SEPARATE WRITTEN AGREEMENT BETWEEN US, AND YOU AGREE YOU WILL NOT TAKE A POSITION IN ANY PROCEEDING THAT IS INCONSISTENT WITH THIS PROVISION.
2. RISKS. OUR OFFERINGS RELY ON EMERGING TECHNOLOGIES, SUCH AS SBTC AND STACKS. SOME OFFERINGS ARE SUBJECT TO INCREASED RISK THROUGH YOUR POTENTIAL MISUSE OF THINGS SUCH AS PUBLIC/PRIVATE KEY CRYPTOGRAPHY, OR FAILING TO PROPERLY UPDATE OR RUN SOFTWARE TO ACCOMMODATE PROTOCOL UPGRADES, LIKE THE TRANSITION TO PROOF OF STAKE CONSENSUS. BY USING THE OFFERINGS YOU EXPLICITLY ACKNOWLEDGE AND ACCEPT THESE HEIGHTENED RISKS. YOU REPRESENT THAT YOU ARE FINANCIALLY AND TECHNICALLY SOPHISTICATED ENOUGH TO UNDERSTAND THE INHERENT RISKS ASSOCIATED WITH USING CRYPTOGRAPHIC AND BLOCKCHAIN-BASED SYSTEMS AND UPGRADING YOUR SOFTWARE AND PROCESSES TO ACCOMMODATE OFFERING AND PROTOCOL UPGRADES, AND THAT YOU HAVE A WORKING KNOWLEDGE OF THE USAGE AND INTRICACIES OF DIGITAL ASSETS SUCH AS ETHER (ETH) AND OTHER DIGITAL TOKENS. IN PARTICULAR, YOU UNDERSTAND THAT WE DO NOT OPERATE THE UNDERLYING PROTOCOL OR ANY OTHER BLOCKCHAIN PROTOCOL, COMMUNICATE OR EXECUTE PROTOCOL UPGRADES, OR APPROVE OR PROCESS BLOCKCHAIN TRANSACTIONS ON BEHALF OF YOU. YOU FURTHER UNDERSTAND THAT BLOCKCHAIN PROTOCOLS PRESENT THEIR OWN RISKS OF USE, THAT SUPPORTING OR PARTICIPATING IN THE PROTOCOL MAY RESULT IN LOSSES IF YOUR PARTICIPATION VIOLATES CERTAIN PROTOCOL RULES, THAT BLOCKCHAIN-BASED TRANSACTIONS ARE IRREVERSIBLE, THAT YOUR PRIVATE KEY AND SECRET RECOVERY PHRASE MUST BE KEPT SECRET AT ALL TIMES, THAT ZEST PROTOCOL LABS WILL NOT STORE A BACKUP OF, NOR WILL BE ABLE TO DISCOVER OR RECOVER, YOUR PRIVATE KEY OR SECRET RECOVERY PHRASE, THAT DIGITALLY COPYING AND STORING YOUR SECRET RECOVERY PHRASE ON A CLOUD STORAGE SYSTEM OR OTHER THIRD PARTY SUPPORTED DATA STORAGE, INCLUDING YOUR PERSONAL DEVICE, MAY INCREASE THE RISK OF LOSS OR THEFT, AND THAT YOU ARE SOLELY RESPONSIBLE FOR ANY APPROVALS OR PERMISSIONS YOU PROVIDE BY CRYPTOGRAPHICALLY SIGNING BLOCKCHAIN MESSAGES OR TRANSACTIONS, ESPECIALLY THOSE RESPONDING TO SOLICITATIONS AND OTHER PROMPTS FROM THIRD PARTIES. WITH RESPECT TO THIRD PARTIES, YOU ARE AWARE THAT SOCIAL ENGINEERING SCAMS LIKE PIG BUTCHERING PERPETRATED BY MALICIOUS THIRD PARTIES IS A RISK AND YOU AGREE THAT YOU AND YOU ALONE ARE RESPONSIBLE FOR TRANSACTIONS OR AGREEMENTS WITH SUCH THIRD PARTIES THAT MAY LEAD TO INJURY. YOU AGREE THAT WE ARE NOT RESPONSIBLE FOR VERIFYING THE LEGITIMACY OR SAFETY OR SUITABILITY OF ANY THIRD PARTY APPLICATIONS OR TOKENS THAT YOU MAY INTERACT WITH OR RECEIVE USING OUR OFFERINGS. YOU ARE AWARE THAT THERE ARE TECHNICAL MEASURES IN CERTAIN OFFERINGS THAT IMPROVE USER SAFETY, AND YOU ARE SOLELY RESPONSIBLE FOR UNDERSTANDING HOW THEY FUNCTION AND USING THEM AS APPROPRIATE.

YOU FURTHER UNDERSTAND AND ACCEPT THAT DIGITAL ASSETS PRESENT MARKET VOLATILITY RISK, TECHNICAL SOFTWARE RISKS, REGULATORY RISKS, AND CYBERSECURITY RISKS. YOU UNDERSTAND THAT THE COST AND SPEED OF A BLOCKCHAIN-BASED SYSTEM IS VARIABLE, THAT COST MAY INCREASE DRAMATICALLY AT ANY TIME, AND THAT COST AND SPEED IS NOT WITHIN THE CAPABILITY OF ZEST PROTOCOL LABS TO CONTROL. YOU UNDERSTAND THAT PROTOCOL UPGRADES MAY INADVERTENTLY CONTAIN BUGS OR SECURITY VULNERABILITIES THAT MAY RESULT IN LOSS OF FUNCTIONALITY AND ULTIMATELY FUNDS.

YOU UNDERSTAND AND ACCEPT THAT ZEST PROTOCOL LABS DOES NOT CONTROL ANY BLOCKCHAIN PROTOCOL, NOR DOES ZEST PROTOCOL LABS CONTROL ANY SMART CONTRACT THAT IS NOT OTHERWISE OFFERED BY ZEST PROTOCOL LABS AS PART OF THE OFFERINGS AND IS NOT ITSELF A THIRD PARTY SERVICE. YOU UNDERSTAND AND ACCEPT THAT ZEST PROTOCOL LABS DOES NOT CONTROL AND IS NOT RESPONSIBLE FOR THE TRANSITION OF ANY BLOCKCHAIN PROTOCOL FROM PROOF OF WORK TO PROOF OF STAKE CONSENSUS OR THE FUNCTIONING OF ANY PROTOCOL AFTER IT UNDERGOES A TECHNICAL UPGRADE. YOU UNDERSTAND AND ACCEPT THAT ZEST PROTOCOL LABS DOES NOT CONTROL AND IS NOT RESPONSIBLE FOR ANY THIRD PARTY SERVICE. YOU AGREE THAT YOU ALONE, AND NOT ZEST PROTOCOL LABS, IS RESPONSIBLE FOR ANY TRANSACTIONS THAT YOU ENGAGE IN WITH REGARD TO SUPPORTING ANY BLOCKCHAIN PROTOCOL WHETHER THROUGH TRANSACTION VALIDATION OR OTHERWISE, OR ANY TRANSACTIONS THAT YOU ENGAGE IN WITH ANY THIRD-PARTY-DEVELOPED SMART CONTRACT OR TOKEN, INCLUDING TOKENS THAT WERE CREATED BY A THIRD PARTY FOR THE PURPOSE OF FRAUDULENTLY MISREPRESENTING AFFILIATION WITH ANY BLOCKCHAIN PROJECT. YOU AGREE THAT ZEST PROTOCOL LABS IS NOT RESPONSIBLE FOR THE REGULATORY STATUS OR TREATMENT IN ANY JURISDICTION OF ANY DIGITAL ASSETS THAT YOU MAY ACCESS OR TRANSACT WITH USING ZEST PROTOCOL LABS OFFERINGS. YOU EXPRESSLY ASSUME FULL RESPONSIBILITY FOR ALL OF THE RISKS OF ACCESSING AND USING THE OFFERINGS TO INTERACT WITH BLOCKCHAIN PROTOCOLS.

LIMITATION OF LIABILITY
1. LIMITATION OF AMOUNT. WITH THE EXCEPTION OF CLAIMS RELATING TO A BREACH OF OUR PROPRIETARY RIGHTS AS GOVERNED BY SECTION 7 AND INDEMNIFICATION AS GOVERNED BY SECTION 8, IN NO EVENT SHALL THE AGGREGATE LIABILITY OF EACH PARTY TOGETHER WITH ALL OF ITS AFFILIATES ARISING OUT OF OR RELATED TO THIS AGREEMENT (REGARDLESS OF WHETHER SUCH LIABILITY ARISES FROM NEGLIGENCE OR OTHERWISE) EXCEED THE TOTAL AMOUNT PAID BY YOU HEREUNDER FOR THE OFFERINGS GIVING RISE TO THE LIABILITY IN THE TWELVE MONTHS PRECEDING THE FIRST INCIDENT OUT OF WHICH THE LIABILITY AROSE, OR, IF NO FEES HAVE BEEN PAID, $25,000. THE FOREGOING LIMITATION WILL APPLY WHETHER AN ACTION IS IN CONTRACT OR TORT AND REGARDLESS OF THE THEORY OF LIABILITY, BUT WILL NOT LIMIT YOUR PAYMENT OBLIGATIONS UNDER SECTION 4. ZEST PROTOCOL LABS SHALL HAVE NO LIABILITY TO YOU WITH RESPECT TO ANY OFFERING EXCEPT TO THE EXTENT THAT SUCH DAMAGES ARE DETERMINED BY FINAL JUDGMENT OF A COURT OR ARBITRATOR.
2. EXCLUSION OF CONSEQUENTIAL AND RELATED DAMAGES. IN NO EVENT WILL EITHER PARTY OR ITS AFFILIATES HAVE ANY LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT FOR ANY LOST PROFITS, REVENUES, GOODWILL, OR INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, COVER, BUSINESS INTERRUPTION OR PUNITIVE DAMAGES, WHETHER AN ACTION IS IN CONTRACT OR TORT AND REGARDLESS OF THE THEORY OF LIABILITY, EVEN IF A PARTY OR ITS AFFILIATES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR IF A PARTY’S OR ITS AFFILIATES’ REMEDY OTHERWISE FAILS OF ITS ESSENTIAL PURPOSE. THE FOREGOING DISCLAIMER WILL NOT APPLY TO THE EXTENT PROHIBITED BY LAW.
Governing Law
1. This Agreement and any dispute, claim, suit, action or proceeding of whatever nature arising out of or in any way related to them or their formation (including any non-contractual disputes or claims) are governed by, and shall be construed in accordance with, the laws of the Cayman Islands. Subject to Clause 13 below, the parties irrevocably agree that the courts of the Cayman Islands shall have exclusive jurisdiction to hear and determine any claim, suit, action or proceeding, and to settle any disputes, which may arise out of or are in any way related to or in connection with this Agreement and, for such purposes, the parties irrevocably submit to the exclusive jurisdiction of such courts.
Binding Arbitration and Class Action Waiver

PLEASE READ THIS SECTION CAREFULLY – IT MAY SIGNIFICANTLY AFFECT YOUR LEGAL RIGHTS, INCLUDING YOUR RIGHT TO FILE A CLAIM IN COURT.

All claims, disputes and controversies arising from or in connection with this Agreement may, at the Company’s option, be subject to binding arbitration to be held in the Cayman Islands before a retired judge or senior lawyer to be agreed upon by the Subscriber and the Company or, in the absence of such agreement, to be appointed by the President of the Cayman Islands Law Society, or the President of any successor self-regulatory association for Cayman Islands attorneys. The arbitration will be conducted in English and in accordance with the London Court of International Arbitration Rules. The arbitrator’s award shall be final and binding and may be entered in or enforced by any competent court. If court action (including any kind of claim, suit or proceeding) has been initiated by the Subscriber against the Company at or prior to the time the Company elect to refer the issue to arbitration as provided for under this Agreement, then it is agreed that such action shall be discontinued, unless any arbitrator appointed determines that the Company have waived the right to such a discontinuance by participating in the action without having raised, reserved or asserted its rights under this provision.
In the event of any dispute, the prevailing party shall be entitled to legal fees, expenses of litigation and/or arbitration (including expert witnesses) and costs, both in connection with obtaining and collecting any judgment and/or arbitration award, in addition to any other relief to which that party may be entitled.
Class Action Waiver. YOU AND WE AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY ON AN INDIVIDUAL BASIS, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. YOU AND WE EXPRESSLY WAIVE ANY RIGHT TO FILE A CLASS ACTION OR SEEK RELIEF ON A CLASS BASIS. Unless both you and we agree, no arbitrator or judge may consolidate more than one person’s claims or otherwise preside over any form of a representative or class proceeding. The arbitrator may award injunctive relief only in favour of the individual party seeking relief and only to the extent necessary to provide relief warranted by that party’s individual claim. 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. If any court or arbitrator determines that the class action waiver set forth in this paragraph is void or unenforceable for any reason or that an arbitration can proceed on a class basis, then the arbitration provision set forth above shall be deemed null and void in its entirety and the parties shall be deemed to have not agreed to arbitrate disputes.
30-Day Right to Opt Out. You have the right to opt-out and not be bound by the arbitration and class action waiver provisions set forth above by sending written notice of your decision to opt-out to the email address admin@zestprotocol.com with subject line LEGAL OPT OUT. The notice must be sent within 30 days of your first use of the Site Services, otherwise you shall be bound to arbitrate disputes as we may elect in accordance with Section and will be deemed to have agreed to waive any right to pursue a class action in accordance with the terms of those paragraphs. If you opt-out of these provisions, we will also not be bound by them.

Miscellaneous.
1. Assignment. You will not assign or otherwise transfer this Agreement or any of your rights and obligations under this Agreement, without our prior written consent. Any assignment or transfer in violation of this Section 16.1 will be void. We may assign this Agreement without your consent:
  1. in connection with a merger, acquisition or sale of all or substantially all of our assets; or
  2. to any Affiliate or as part of a corporate reorganisation; and effective upon such assignment, the assignee is deemed substituted for us as a party to this Agreement and we are fully released from all of our obligations and duties to perform under this Agreement. Subject to the foregoing, this Agreement will be binding upon, and inure to the benefit of the parties and their respective permitted successors and assigns.
2. DAOs. As a blockchain native company, we may interact with and provide certain Site Services to DAOs. Due to the unique nature of DAOs, to the extent the DAO votes in favor of and/or accepts such Site Services from Zest Protocol Labs, the DAO has acknowledged and agreed to these Terms in their entirety.
3. Entire Agreement and Modifications. This Agreement incorporates the Policies by reference and is the entire agreement between you and us regarding the subject matter of this Agreement. If the terms of this document are inconsistent with the terms contained in any Policy, the terms contained in this document will control. Any modification to the terms of this Agreement may only be made in writing.
4. Force Majeure. Neither party nor their respective Affiliates will be liable for any delay or failure to perform any obligation under this Agreement where the delay or failure results from any cause beyond such party’s reasonable control, including but not limited to acts of God, utilities or other telecommunications failures, cyber attacks, earthquake, storms or other elements of nature, pandemics, blockages, embargoes, riots, acts or orders of government, acts of terrorism, or war.
5. Export and Sanctions Compliance. In connection with this Agreement, you will comply with all applicable import, re-import, sanctions, anti-boycott, export, and re-export control laws and regulations, including all such laws and regulations that prohibit certain transactions. For clarity, you are solely responsible for compliance related to the manner in which you choose to use the Site Services. You may not use any Offering if you are the subject of U.S. sanctions or of sanctions consistent with U.S. law imposed by the governments of the country where you are using the Offering.
6. Independent Contractors; Non-Exclusive Rights. We and you are independent contractors, and this Agreement will not be construed to create a partnership, joint venture, agency, or employment relationship. Neither party, nor any of their respective Affiliates, is an agent of the other for any purpose or has the authority to bind the other. Both parties reserve the right (a) to develop or have developed for it products, services, concepts, systems, or techniques that are similar to or compete with the products, services, concepts, systems, or techniques developed or contemplated by the other party, and (b) to assist third party developers or systems integrators who may offer products or services which compete with the other party’s products or services.
7. Eligibility. If you are under the age of majority in your jurisdiction of residence, you may use the Site or Site Services only with the consent of or under the supervision of your parent or legal guardian.

NOTICE TO PARENTS AND GUARDIANS: BY GRANTING YOUR MINOR PERMISSION TO ACCESS THE SITE OR OFFERINGS, YOU AGREE TO THESE TERMS OF USE ON BEHALF OF YOUR MINOR. YOU ARE RESPONSIBLE FOR EXERCISING SUPERVISION OVER YOUR MINOR’S ONLINE ACTIVITIES. IF YOU DO NOT AGREE TO THESE TERMS OF USE, DO NOT LET YOUR MINOR USE THE SITE OR OFFERINGS.

Language. All communications and notices made or given pursuant to this Agreement must be in the English language. If we provide a translation of the English language version of this Agreement, the English language version of the Agreement will control if there is any conflict.
Notice.
1. To You. We may provide any notice to you under this Agreement using commercially reasonable means, including: (i) posting a notice on the Site; (ii) sending a message to the email address then associated with your account; (iii) posting the notice in the interface of the applicable Offering; or (iv) using public communication channels. Notices we provide by posting on the Site or using public communication channels will be effective upon posting, and notices we provide by email will be effective when we send the email. It is your responsibility to keep your email address current to the extent you have an account. You will be deemed to have received any email sent to the email address then associated with your account when we send the email, whether or not you actually receive the email.
2. To Us. To give us notice under this Agreement, you must contact us by email at admin@zestprotocol.com.
No Third-Party Beneficiaries. Except as otherwise set forth herein, this Agreement does not create any third-party beneficiary rights in any individual or entity that is not a party to this Agreement.
No Waivers. The failure by us to enforce any provision of this Agreement will not constitute a present or future waiver of such provision nor limit our right to enforce such provision at a later time. All waivers by us must be in writing to be effective.
Severability. If any portion of this Agreement is held to be invalid or unenforceable, the remaining portions of this Agreement will remain in full force and effect. Any invalid or unenforceable portions will be interpreted to effect and intent of the original portion. If such construction is not possible, the invalid or unenforceable portion will be severed from this Agreement but the rest of the Agreement will remain in full force and effect.
Notice and Procedure for Making Claims of Copyright Infringement. If you are a copyright owner or agent of the owner, and you believe that your copyright or the copyright of a person on whose behalf you are authorised to act has been infringed, please provide us a written notice at the address below with the following information:
1. an electronic or physical signature of the person authorised to act on behalf of the owner of the copyright or other intellectual property interest;
2. a description of the copyrighted work or other intellectual property that you claim has been infringed;
3. a description of where the material that you claim is infringing is located with respect to the Site Services;
4. your address, telephone number, and email address;
5. a statement by you that you have a good faith belief that the disputed use is not authorised by the copyright owner, its agent, or the law;
6. a statement by you, made under penalty of perjury, that the above information in your notice is accurate and that you are the copyright or intellectual property owner or authorised to act on the copyright or intellectual property owner’s behalf.

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You can reach us at:

Email: admin@zestprotocol.com

Subject Line: Copyright Notification Mail

Attention:

Zest Protocol Labs

Attention: Directors

103 South Church St, 2nd Floor, KY1-1106

George Town, Cayman Islands

Cayman Islands

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Definitions

“Acceptable Use Policy” means the policy set forth below, as it may be updated by us from time to time. You agree not to, and not to allow third parties to, use the Site Services:

to violate, or encourage the violation of, the legal rights of others (for example, this may include allowing End Users to infringe or misappropriate the intellectual property rights of others in violation of the Digital Millennium Copyright Act);
to engage in, promote or encourage any illegal or infringing content;
for any unlawful, invasive, infringing, defamatory or fraudulent purpose (for example, this may include phishing, creating a pyramid scheme or mirroring a website);
to intentionally distribute viruses, worms, Trojan horses, corrupted files, hoaxes, or other items of a destructive or deceptive nature;
to interfere with the use of the Site Services, or the equipment used to provide the Site Services, by customers, authorised resellers, or other authorised users;
to disable, interfere with or circumvent any aspect of the Site Services (for example, any thresholds or limits);
to generate, distribute, publish or facilitate unsolicited mass email, promotions, advertising or other solicitation; or
to use the Site Services, or any interfaces provided with the Site Services, to access any other product or service in a manner that violates the terms of service of such other product or service.

“Affiliate” means, in relation to a Person, a direct or indirect subsidiary of the Party, a holding company of the Person, and any other subsidiary of that holding company.

“AML” means anti-money laundering, including, all Laws applicable to Persons prohibiting money laundering or any acts or attempted acts to conceal or disguise the identity or origin of; change the form of; or move, transfer, or transport, illicit proceeds, property, funds, Fiat, or Digital Assets, including the promotion of any unlawful activity such as fraud, tax evasion, embezzlement, insider trading, financial crime, bribery, cyber theft or hack, narcotics trafficking, weapons proliferation, terrorism, or Economic Sanctions violations, which may also require internal controls to detect, prevent, report, and maintain records of suspected money laundering or terrorist financing.

“API” means an application program interface.

“API Requests” has the meaning set forth in Section 8.3.

“Anti-Corruption” means all Laws applicable to each Person prohibiting corruption or bribery of Government Officials, kickbacks, inducements, and other related forms of commercial corruption or bribery.

“Applicable Laws” means any domestic or foreign law, rule, statute, regulation, by-law, order, protocol, code, decree, letter, or another directive, requirement, guidance, 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, letter, order, judgment, directive or other requirements, guidance, or guideline issued by any domestic or foreign federal, provincial or state, municipal, local or other governmental, regulatory, judicial or administrative authority having jurisdiction over us or you as otherwise duly enacted, enforceable by law, the common law or equity;

“Content” means any data, text, audio, video or images, software (including machine images), and any documentation.

“CRS” means the common reporting standard or the Standard for Automatic Exchange of Financial Account Information;

“CTF” means counter-terrorist financing.

“DAO” means Decentralised Autonomous Organisation.

“Digital Assets” means any digital asset (including virtual currency or virtual commodity) which is a digital representation of value based on (or built on top of) a cryptographic protocol of a computer network.

“Economic Sanctions” means financial sanctions, trade embargoes, export or import controls, anti-boycott, and restrictive trade measures enacted, administered, enforced, or penalised by any applicable Laws;

“End User” means any individual or entity that directly or indirectly through another user: (a) accesses or uses Your Content; or (b) otherwise accesses or uses the Site or Site Services under your account.

“FATCA” means the United States Foreign Account Tax Compliance Act, as enacted by Title V, Subtitle A of the Hiring Incentives to Restore Employment Act, P.L 111-147 (2010), as amended;

“Digital Wallet Address” means an alphanumeric identifier that represents a potential destination for a transfer of Digital Assets, which typically is associated with a user’s Digital Wallet.

“Digital Wallet” means a software application (or other mechanism) that provides a means for holding, storing, and transferring Digital Assets.

“Government” means any national, federal, state, municipal, local, or foreign branch of government, including any department, agency, subdivision, bureau, commission, court, tribunal, arbitral body, or other governmental, government appointed, or quasi-governmental authority or component exercising executive, legislative, juridical, regulatory, or administrative powers, authority, or functions of or pertaining to a government instrumentality, including any parasternal company, or state-owned (majority or greater) or controlled business enterprise.

“Government Official” means an officer or employee of any Government, a director, officer, or employee of any instrumentality of any Government, a candidate for public office, a political party or political party official, an officer or employee of a public international organisation, and any person who is acting in an official capacity for any of the foregoing, even if such person is acting in that capacity temporarily and without compensation.

“End User” means any individual or entity that directly or indirectly through another user: (a) accesses or uses Your Content; or (b) otherwise accesses or uses the Site Services under your account.

“Fiat” means the money or currency of any country or jurisdiction that is:

(a) designated as legal tender; and,

(b) circulated, customarily used, and accepted as a medium of exchange in the country or jurisdiction of issuance.

“Laws” means all laws, statutes, orders, regulations, rules, treaties, and/or official obligations or requirements enacted, promulgated, issued, ratified, enforced, or administered by any Government that apply to you or the Site;

“Losses” means any claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys’ fees).’

“Our Content” means any software (including machine images), data, text, audio, video, images, or documentation that we offer in connection with the Site Services.

“Our Marks” means any trademarks, service marks, service or trade names, logos, and other designations of Zest Protocol Labs and their Affiliates or licensors that we may make available to you in connection with this Agreement.

“Order” means an order for Site Services executed through an order form directly with Zest Protocol Labs

“Policies” means the Acceptable Use Policy, Privacy Policy, any supplemental policies or addendums applicable to any Service as provided to you, and any other policy or terms referenced in or incorporated into this Agreement, each as may be updated by us from time to time.

“Privacy Policy” means the privacy policy located at zestprotocol.com/privacy (and any successor or related locations designated by us), as it may be updated by us from time to time.

“Prohibited Jurisdiction” means any of: Cuba, Democratic People’s Republic of Korea (North Korea), Iran, Syria, Crimea (a region of Ukraine annexed by the Russian Federation), the self-proclaimed Donetsk People’s Republic (a region of Ukraine), the self-proclaimed Luhansk People’s Republic (a region of Ukraine), the self-proclaimed Kherson People’s Republic (a region of Ukraine) and the self-proclaimed Zaporizhzhia People’s Republic (a region of Ukraine).

“Prohibited Person” means:

any U.S. Person;
the Government of Venezuela;
citizen or resident of, Government or Government Official of, or person in or subject to the jurisdiction of, any Prohibited Jurisdiction; and
any Sanctioned Person;

“Related Parties” means Zest Protocol Labs and each and every one of their Affiliates and each of Zest Protocol Labs and their Affiliates’ shareholders, directors, officers, Affiliates, employees, contractors, agents, partners, insurers, and attorneys.

“Sanctions List” means the “Specially Designated Nationals and Blocked Persons” (“SDN”) List and the Non-SDN List, including the “Sectoral Sanctions Identifications List”, published by OFAC; the Section 311 Special Measures for Jurisdictions, Financial Institutions, or International Transactions of Primary Money Laundering Concern published by FinCEN; and, any other foreign terrorist organisation or other sanctioned, restricted, or debarred party list published by the FIA, or under Economic Sanctions, AML, or CTF Laws of or by Governments applicable to the Cayman Islands (including any sanctioned, restricted, or debarred party list under the Laws of the United Kingdom and applicable in the Cayman Islands), United States and the United Nations.

“Sanctioned Person” refers to any person or Digital Wallet Address that is:

specifically listed in any Sanctions List;
directly or indirectly owned 50 percent or more by any person or group of persons in the aggregate, or a Digital Wallet associated with such person or persons, referred to in any Sanctions List, or Government or Government Official of any Prohibited Jurisdiction; or
that is subject to any Government Approval or otherwise sanctioned, restricted, or penalised under applicable Economic Sanctions, AML, or CTF Laws.

“Site Services” means the Offering (including associated APIs), Our Content, Our Marks, and any products and services, features, tools, materials, or services offered from time to time, by us or our Affiliates on the Site and as specified in Appendix 1 hereto. Site Services do not include Third-Party Content or Third-Party Services.

“Suggestions” means all suggested improvements to the Site Services that you provide to us.

“Supported Digital Assets” means only those particular Digital Assets listed as available to interact with or self-custody in your wallet. Services and supported assets may vary by jurisdiction.

“Tax Information Exchange Laws” means Laws relating to the exchange of information relating to taxes between Governments, including FATCA and CRS;

“Term” means the term of this Agreement described in Section 9.

“Termination Date” means the effective date of termination provided in accordance with Section 6, in a notice from one party to the other.

“Third-Party Content” means Content made available to you by any third party on the Site or in conjunction with the Site Services.

“U.S. Person” means:

a U.S. Citizen or U.S. Resident;
a corporation, partnership, or other entity established or organised in or under the Laws of the United States;
any estate of a decedent who was a U.S. Citizen or U.S. Resident;
any trust if (i) a court within the United States is able to exercise primary supervision over the administration of the trust; and (ii) one or more United States Persons have the authority to control all substantial decisions of the trust;
any person organised or incorporated outside the United States and the Territory or Insular Possession of the United States in which any of the foregoing, whether singularly or in the aggregate, directly or indirectly (i) holds a 50 percent or greater equity interest by votes or value; (ii) holds a majority of seats or memberships on the board of directors of the entity; or (iii) authorizes, establishes, directs, or otherwise controls the actions, policies, personnel decisions, or day-to-day operations of the person; or
any pension plan for the employees, officers or principals of a legal entity described in paragraph a corporation, partnership, or other entity established or organized in or under the Laws of the United States, unless the pension plan is primarily for foreign employees of such entity.

“Your Content” means content that you or any End User transfers to us for storage or hosting by the Site Services and any computational results that you or any End User derive from the foregoing through your use of the Site Services, excluding however any information submitted to a blockchain protocol for processing.

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Appendix 1
Specific Terms of Service

The provisions for the Offering below form a part of and supplement the provisions of the General Terms. If you do not use a particular Offering, then the sections applicable to such Offering in this Appendix will not apply to you.

Borrowing and Lending Services
1. General. Through Zest Protocol Labs, you can lend and borrow assets within decentralised finance (DeFi) ecosystems. By participating in lending, you may earn rewards on your deposited assets, while borrowing allows you to access liquidity by using your assets as collateral. When you lend or borrow, you interact directly with smart contracts, and Zest Protocol Labs does not act as an intermediary or advisor. The decision to lend, borrow, or choose specific assets is entirely your own. Zest Protocol Labs reserves the right to modify the list of supported assets and reward rates at any time without prior notice.
2. Reward Rates and Fees. You understand and agree that the reward rates and fees associated with lending and borrowing are determined by the supply and demand dynamics of the protocol. Reward rates may fluctuate over time, and there is no guarantee of earning a specific rate. It is important to note that borrowed assets may accrue rewards over time, and failure to manage your collateral may result in liquidation.
3. No Custody. Zest Protocol Labs operates on a non-custodial basis, meaning we do not control the private keys to your funds. You retain full responsibility for safeguarding your private keys and managing your assets. Zest Protocol Labs cannot access your funds or intervene in the event of a loss or theft of your private keys.
4. Disclaimer and Liquidation Risks. Lending and borrowing services are provided "as is" without any warranties. Zest Protocol Labs is not responsible for any failures or errors within the supported blockchain networks, including risks associated with liquidation, which may occur if your collateral falls below the required threshold. Zest Protocol Labs does not guarantee uninterrupted or error-free operation of the services, nor does it ensure protection against unauthorised third-party access.
5. Suspension, Termination, and Withdrawal. You may withdraw your assets or stop using the services at any time. However, depending on the network and protocol, the withdrawal process may take time to complete, and estimated time frames are not guaranteed. Zest Protocol Labs reserves the right to suspend or terminate the lending and borrowing services at its sole discretion, without obligation to disclose the reasons for such action. In the event of suspension or termination, Zest Protocol Labs will not inhibit your ability to access your assets but takes no responsibility for the actions of third-party protocols.

No Guarantee of Reward Earnings. Zest Protocol Labs DOES NOT GUARANTEE THAT YOU WILL EARN REWARDS OR ACHIEVE ANY SPECIFIC RETURN RATE. THE SUCCESSFUL ACCRUAL OF REWARDS IS SUBJECT TO THE NETWORK AND PROTOCOL DYNAMICS, WHICH ARE OUTSIDE ZEST PROTOCOL LAB'S CONTROL. REWARD RATES MAY FLUCTUATE DUE TO VARIOUS FACTORS, INCLUDING CHANGES IN SUPPLY AND DEMAND.