These terms (“Terms”) govern the use of our services (“Services”), which include the use of zkSwap’s website here (“Site”) that provides a user interface (“Platform”) to access a decentralised protocol on the Avalanche blockchain, and any other software, apps, tools, features, or functionalities provided on or in connection with our services. To use our Services, you (“User”,“you” or “your”) must agree to these Terms with zkSwap Labs (“zkSwap Labs”, “we”, “us” or “our”), which is the company that runs the Site.

The Terms are a contract between you and us, and they explain the terms and conditions by which you may access and use the Services. By using the “connect to a wallet” interface on the Site, or using any of our Services, you agree that you have read, understand, and accept these Terms. The Terms include and should be read together with our Privacy Policy, which is available here.

Note: Please read the Terms carefully. The Terms contain important information, including the risks you take in using our Services and the indemnity you provide to us. If a dispute arises between you and us that cannot be resolved, it is mandatory to use arbitration as a dispute resolution mechanism and you cannot initiate or participate in class action proceedings. You should only access the Services if you agree completely with these Terms.

Our Services relate to Digital Assets, which refer to any digital representation of value based on, or built on top of, a cryptographic protocol of a computer network, including digital tokens that may be referred to as “cryptocurrency”, “digital payment token” or “virtual currency”. There are risks in trading or otherwise dealing in Digital Assets. We explain some of these risks at section 14.

Your use of the Services is governed by the version of the Terms in effect on the date of use. We may make changes to the Terms from time to time without prior notice. If we do this, we will post the changed provisions on the Site, and the revised Terms shall be effective at such time. It is your sole responsibility to review the Terms from time to time to view such changes and to ensure that you understand the Terms that apply when you use the Services. If we make material changes to these Terms, we will use reasonable efforts to provide notice of such changes, such as by providing notice through the Site or Platform, and through other communications. If you do not agree with any such modification, your sole and exclusive remedy is to terminate your use of the Services. You understand and agree that your continued use of the Services or the Site after we have made any such changes constitutes your acceptance of the new Terms.

Some Services described in these Terms or on the Site or Platform may not be available in all jurisdictions or to all Users. As our Services are evolving over time we may change or discontinue all or any part of the Services, at any time and without notice, at our sole discretion and without liability to you as a result.

Agreement to Terms

By using our Services, you agree to be bound by these Terms. If you do not agree to be bound by these Terms, then you may not access or use the Services.

Your use of the specific Services may be subject to additional terms and policies as may be posted on the Site or Platform from time to time.

Those additional terms and conditions, which are available with the relevant Services, then become part of your contract with us if you use those Services. In the event of a conflict between these Terms and any additional applicable terms we may provide for a specific Service, such additional terms shall control for that specific Service.

User Eligibility

Your ability to use our Services is subject to the following conditions:

• You must be at least 18 years of age.
• You must not attempt to access or use the Services if you are not permitted to do so, whether by law or under these Terms. By using the Services, you affirm, represent and warrant that you have the right, authority and capacity to enter into these Terms, you meet all of the eligibility requirements, and your use of the Services shall not violate any applicable laws including those in your jurisdiction.
• You must not be a citizen of, or be located, organised or resident in the United States of America (“U.S.”) or the People’s Republic of China.
• You must not be subject to any sanctions program or be a citizen of, or located, organised or resident in a country or territory that is, or whose government is, the subject of sanctions programs that prohibit dealings with that country or territory. Sanctions programs refer to relevant sanction requirements or restricted party lists that are maintained by or issued under the U.S. Bank Secrecy Act, Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act (USA PATRIOT Act), U.S. Department of Treasury's Office of Foreign Assets Control (OFAC), U.S. Securities & Exchange Commission, U.S. Federal Bureau of Investigation, U.S. Central Intelligence Agency, U.S. Internal Revenue Service, Financial Crimes Enforcement Network (FinCEN), United Nations, North Atlantic Treaty Organisation, Organisation for Economic Cooperation and Development, Financial Action Task Force, or any other relevant governmental or non-governmental entity or agency. You must not be acting on behalf of or under the authority, instruction or employment of a company or other legal person that comes under the scope of sections 2(c) and 2(d) above.

Services

The Services we may provide to you include the provision of a Platform on which Users may access decentralised finance (“DeFi”) services such as lending, liquidity providing, trading and staking, and develop or launch their own DeFi applications. You may also purchase, use and trade in our token, known as ZKSP Token. More details on the ZKSP Token are set out in our documents here.

Your WALLET and equipment

To use some of our Services, you need a Metamask or other compatible Digital Asset wallet or address (“Wallet”). This is how we identity you and your activity on our Platform (“your linked Wallet”).

You agree to be responsible for all action taken using your linked Wallet, whether authorised by you or not, until you notify us that your linked Wallet has been compromised. You agree to notify us immediately if you suspect your linked Wallet has been compromised or otherwise suspect any security issues related to your use of the Services.

You may close your linked Wallet with us by disconnecting your Wallet from our Platform. zkSwap Labs may restrict, suspend, or close your linked Wallet according to our policy for handling copyright-related takedown requests, or if we reasonably believe that you have broken any rule in these Terms.

ZKSP Token or other Digital Assets that you purchase or use in relation to the Services may be held in one or more Wallets of yours. zkSwap Labs does not operate, maintain, control or have custody over any contents of your Wallet. We accept no responsibility for, or liability to, you in connection with your Wallet and make no representations or warranties regarding how the Service will operate with any specific Wallet. Any issues relating to your Wallet should be addressed to your Wallet provider. We are not responsible for any acts or omissions by you in connection with your Wallet as a result of your Wallet being compromised.

You must provide all equipment, connectivity, and software necessary to connect to the Service. You are solely responsible for any costs and expenses, including Internet connection or mobile fees, which you incur when accessing the Services.

YOUR CONTENT

The Service, Site and Platform contain content that may include text, files, documents, graphics, images, designs, music, software, audio and video (“Content”). The Service and all Content contained therein or made available through the Service, including without limitation the zkSwap logo and all designs, text, graphics, pictures, information, data, software, sound files, other files and the selection and arrangement thereof (collectively, “zkSwap’s Content”) belong to us or our licensors. We grant you a limited licence to use such Content as set out in section 10.

You are solely responsible for and you own all intellectual property rights to your own Content that you may legally post on or submit to the Platform or Site (“Your Content”). You provide to us a licence to store, copy, publish and analyse Your Content for the purpose of providing our Services, such as to publish Your Content to other Users. We may do so without notice and without compensation to you, and we are not obliged to do so in any event. You agree that any feedback provided to us can be used at our discretion in any manner.

When Your Content is removed from the Platform or Site, our licence ends when the last copy disappears from zkSwap Labs’s backups, caches and other systems, unless other licences have been provided in relation to Your Content, such as a Creative Common licence.

Prohibited Activities

You agree and acknowledge that you will not do, or attempt to do, the following (“Prohibited Activities”) without our express prior written permission in each case:

• Use, display, mirror or frame the Services or any individual element within the Services, zkSwap’s name, any zkSwap trademark, logo or other proprietary information, or the layout and design of any page or form contained on a page, without our express written consent;
• Modify, distort, mutilate, or perform any other modification to zkSwap’s Content which would be prejudicial to zkSwap’s brand and/or reputation;
• Attempt to trademark, copyright, or otherwise acquire additional intellectual property rights in or to zkSwap’s Content;
• Circumvent or attempt to circumvent any Fees (as defined in section 12) owed to us;
• Attempt to hack or hack our Services or any of our Users, or upload any computer viruses including worms, Trojan horses, corrupted files, cancelbots, or any other similar software or programs which may damage the operation of another’s computer or property or interfere with the Services;
• Attempt to access or search the Services or download Content from the Site or Platform using any engine, software, tool, agent, device or mechanism (including spiders, robots, crawlers, data-mining tools or the like) other than the software and/or search agents provided by zkSwap Labs or other generally available third-party web browsers;
• Attempt to decipher, decompile, disassemble or reverse engineer any of the software used to provide the Services;
• Collect or store any personally identifiable information from other Users without their express permission; Use the Services to post or transmit any unauthorised Content including, but not limited to, material that is, in our opinion, likely to cause annoyance, or which is defamatory, racist, obscene, threatening, or pornographic or is otherwise detrimental to or in violation of applicable laws, our systems or a third party’s systems or network security;
• Use zkSwap’s Content in connection with images, videos, or other forms of media that depict hatred, intolerance, violence, cruelty, terrorism or anything else that could reasonably be found to constitute hate speech or otherwise infringe upon the rights of others;
• Communicate or interact with the Services in a manner that wrongly implies that we have sponsored or approved Your Content;
• Use the Services or zkSwap’s Content for any commercial purpose (such as incorporating such Content in videos for commercial purposes) or for the benefit of any third party (such as to market or sell any third party product or service that include or contain zkSwap’s Content);
• Impersonate or misrepresent your affiliation with any person or entity;
• Use the Services, including ZKSP Token or Digital Assets that are supported on the Platform, for the purpose of concealing economic activity, laundering money, financing terrorism or fraud;
• Engage in deceptive or manipulative trading activities;
• Use the Services to conduct financial activities subject to registration or licensing including, but not limited to, the creation and trading of securities, commodities, options, debt instruments or other financial instruments;
• Use the Services by or on behalf of our competitor for the purpose of interfering with the Services to obtain a competitive advantage;
• Distribute spam to other Users;
• Violate any applicable law or regulation; Use the Services or zkSwap’s Content in any manner which, in our sole discretion, would be prejudicial to zkSwap’s brand or reputation;
• Encourage or enable any other person to do any of the foregoing.

If you become aware of any use of the Services that is in violation of any of the terms specified in this section, please contact us at our official Discord channel to report it.

No Buy-Back, Redemption or Burning

We do not represent, warrant or undertake that we will buy back, redeem, burn or provide any other similar features in relation to ZKSP Token or other Digital Assets. However, we may do any of the foregoing at our discretion. We are not required to warn any User or third party when we decide to exercise this right.

No Ownership Interest, Claim or Loan

You understand and agree that your purchase, sale, holding, receipt or use of ZKSP Tokens, other Digital Assets or other assets from the Services does not:

• Represent or constitute a loan or a contribution of capital to, or other investment in zkSwap Labs or any other entity that directly or indirectly controls, is controlled by, or is under common control with, zkSwap Labs (“Affiliates”);
• Provide you with any ownership interest, equity, security, or right to or interest in the assets, rights, properties, revenues or profits of, or voting rights whatsoever in zkSwap Labs or its Affiliates; and
• Create or imply or entitle you to the benefits of any fiduciary or other agency relationship between zkSwap Labs, its Affiliates, or any of its directors, officers, employees, or agents.

USER REPRESENTATIONS AND WARRANTIES

You represent and warrant that:

• If you use the Services on behalf of a company or other entity then “you” includes you and that entity, and you represent and warrant that (i) you are an authorised representative of the entity with the authority to bind the entity to these Terms, and (ii) you agree to these Terms on the entity’s behalf;
• You are knowledgeable, experienced and sophisticated in using blockchain technology, entering blockchain-based transactions and in using our Services;
• You have made enquiries and are satisfied as to the legitimacy, authenticity and lawfulness of your right to acquire ownership, resell or otherwise deal with Digital Assets;
• You will not accept, solicit, offer, or engage with other Users, transact on or off the Platform or otherwise engage with smart contracts, with the intent to artificially devalue, inflate, or otherwise deceptively influence, misrepresent, or cause to be misrepresented the price of ZKSP Token or other Digital Assets; and
• You will not engage in any unlawful or deceptive conduct that may prevent competitive or fair trading, artificially inflate or deflate the price of ZKSP Token or other Digital Assets, simulate demand for any Digital Asset, or any other anti-competitive practices.

Licence AND INTELLECTUAL PROPERTY

Unless otherwise indicated in writing by us, zkSwap’s Content is the proprietary property of zkSwap Labs, its Affiliates, or our licensors, as applicable. You may not use any zkSwap’s Content to link to the Service without our express written permission. You may not use framing techniques, metatags or other ‘hidden text’ to enclose any zkSwap’s Content without our express written consent.

zkSwap Labs, our Affiliates and our licensors exclusively own all right, title and interest in and to the Service, including all associated intellectual property rights therein. You acknowledge that the Service is protected by trademark, copyright and other laws. The appearance and style of the Site and Platform constitute the trademark of zkSwap Labs, our Affiliates and licensors, and may not be copied, imitated or used in whole or in part without our express written permission. You agree not to remove, alter or obscure any copyright, trademark, service mark or other proprietary rights notices incorporated in or accompanying the Service. You also agree that you will not apply for, register, or otherwise use or attempt to use any of our trademarks anywhere in the world without our prior written consent.

It is our policy to terminate in appropriate circumstances Users who repeatedly infringe or are believed to be repeatedly infringing the intellectual property rights of zkSwap Labs, its Affiliates or third parties. Provided that you are eligible for use of the Services, and subject to your compliance with these Terms and applicable laws, you are granted a worldwide, non-exclusive, revocable, non-transferable, non-assignable, non-sub-licensable, royalty-free, limited and personal licence in relation to zkSwap’s Content solely for your own use in connection with the Services (“Licence”).

Except for Your Content legally posted on the Site or Platform, you may not republish zkSwap’s Content on any internet, intranet or extranet site or incorporate the Content in any other database or compilation. Any use of zkSwap’s Content other than as specifically authorised herein, without our prior written permission, is strictly prohibited and will terminate the Licence granted herein. Such unauthorised use may also violate applicable laws, including without limitation copyright and trademark laws and applicable communications regulations. Unless explicitly stated herein, nothing in these Terms shall be construed as conferring any licence to intellectual property rights, whether by estoppel, implication or otherwise. This Licence is revocable by us at any time without notice and with or without cause.

Third PARTY Intellectual Property

Where a third party owns the intellectual property, including but not limited to copyright, patents or trade secrets, associated with the Services (“Third Party IP”), you acknowledge and agree that:

• Provided that you are eligible for use of the Services, subject to your compliance with these Terms and applicable laws, and subject to section 11 (d), you are granted a worldwide, non-exclusive, revocable, non-transferable, non-assignable, non-sub-licensable, royalty-free, limited and personal licence in relation to Third Party IP solely for your own use in connection with the Services;
• You may only use the Third Party IP on an “as is” basis, in its current condition when purchased; You may not otherwise modify, edit or change the Third Party IP;
• We may pass on additional restrictions based on our licence under the Third Party IP to you; and
• To the extent that we inform you of such additional restrictions in writing, you will be responsible for complying with all such restrictions from the date that you receive the notice, and that failure to do so will be deemed a breach of your Licence.

PAYMENTS, Fees AND TAXES

You are solely responsible for all costs incurred by you in using the Services and determining, collecting, reporting and paying all applicable Taxes. As used herein, “Tax” or “Taxes” refers to any and all federal, state, local, municipal and national taxes, duties, levies, tariffs and other governmental charges, including gross receipts, personal or corporate income, profits, sales, use, occupation, goods and services, value added, ad valorem, transfer, franchise, withholding, payroll, recapture, employment, excise and property taxes, together with all interest, penalties and additions imposed with respect to any such amounts. The use of our Services may require Platform fees payable to the smart contract.

All payments you make to zkSwap Labs, other Users or the Platform under these Terms shall be made in full without any deduction or withholding (whether in respect of set-off, counter-claim, duties, Tax, bank transfer fees, charges or otherwise) unless a deduction or withholding is required by any applicable law, in which event you shall:

• Ensure that the deduction or withholding does not exceed the minimum amount legally required;
• Be liable to pay to us, such other User or the Platform such additional amount that will result in the net amount received by us, such other User or the Platform being equal to the amount which would have been received had no such deduction or withholding been made; and
• Pay to the relevant Tax authority, within the period for payment permitted by any applicable law, the minimum amount of the deduction or withholding required by law.

We reserve the right to report any activity occurring using the Services to relevant Tax authorities as required under applicable law. You are solely responsible for maintaining all relevant Tax records and complying with any reporting requirements you may have as related to our Services. You are further solely responsible for independently maintaining the accuracy of any record submitted to any Tax authority including any information derived from the Services. We reserve the right to impose any fees, commissions, royalties, and other charges (collectively, the “Fees”) at our sole discretion at any time for your use of our Services.

By using our Services, you agree to pay all applicable Fees and you authorise us to automatically deduct other Fees (including any gas fees or payment processing fees, as applicable) directly from your payment.

All Fees are non-refundable except at the sole discretion of zkSwap Labs (for Fees within its control) or applicable third parties.

General Rights

• Unlawful Purposes: Digital Assets used primarily or substantially for the purpose of raising funds for terrorist organisations are prohibited on the Platform.
• Stolen Content: The sale of stolen or otherwise illegally obtained Digital Assets on the Platform is prohibited. If you have reason to believe that any Digital Asset supported by the Platform was illegally obtained, please contact us immediately. Transacting illegally obtained Digital Assets may result in your access to the Services being suspended.
• Monitoring and Investigations: We are not obligated to monitor access to or use of the Services or to review or edit any Content on the Site or Platform. However, we have the right to do so for the purpose of operating the Services, to ensure compliance with these Terms and to comply with applicable law or other legal requirements. We reserve the right, but are not obligated, to remove or disable Users’ access to Services or Digital Assets at any time and without notice, including, but not limited to, if we, at our sole discretion, consider it objectionable or in violation of these Terms. We have the right to investigate violations of these Terms or conduct that affects the Services.
• System Maintenance: We may interrupt your access to the Services at our sole discretion for any reason, including but not limited to, updating, maintenance, malfunctioning equipment or repairing the Services.

Assumption of Risk

The price of Digital Assets can fluctuate significantly. In using the Services, you may lose all your money that you have used in purchasing or otherwise dealing in Digital Assets. You have done your research before you decide to purchase, sell, transfer, or otherwise interact with Digital Assets, and are using the Services at your own risk.

Digital Assets exist only by virtue of the ownership record maintained on its supporting blockchain. Any transfer of title occurs on the decentralised ledger within such blockchain network. We do not guarantee that we can effect the transfer of title or right in any Digital Assets. Transactions in Digital Assets may be irreversible, and, accordingly, losses due to fraudulent or accidental transactions may not be recoverable. Transactions in Digital Assets may be deemed to be made when recorded on a public ledger, which is not necessarily the date or time that you initiated the transaction.

The Services may be temporarily unavailable from time to time for maintenance or other reasons. zkSwap Labs will not be responsible for any communication failures, disruptions, errors, distortions or delays you may experience when using the Services, however caused. zkSwap Labs will not be responsible for any risks to you from using the Services, which include, but are not limited to:

• Non-recoverable and/or non-reversible transactions;
• Fraudulent and/or fraudulent transactions;
• Unauthorised third-party access such as malicious software, hacking, theft, attacks;
• Hardware, software and/or internet connection failure;
• Changes to the protocol or network of the underlying blockchain including changes in operating rules (“Forks”) which may affect the availability, value, functionality and/or name of a Digital Asset;
• Regulatory changes which may adversely affect the development of the Services and the use of Digital Assets;
• A lack of public interest in the Services which may also negatively impact the potential utility or value of Digital Assets; or
• Changes affecting, or decisions taken by, third-party platforms which may support or perform transactions with respect to our Services.

We are not providing any financial, legal, tax, accounting or other professional advice. Nothing from our Services, including any Content on the Platform, should be construed as financial, legal, tax, accounting or other professional advice. If you are in doubt, please consult an independent professional advisor from persons licensed and qualified in the area for which such advice would be appropriate.

Links to Third PARTY Websites or Content

The Services may allow you to access third-party websites or third-party Content. We provide access only as a convenience and are not responsible for the Content, products or services on or available from those resources or links displayed on such websites. You acknowledge sole responsibility for, and assume all risk arising from, your use of any third-party websites or Content.

References to any other products, services, Content, processes or other information by name, trademark, manufacturer, supplier or otherwise on the Service does not constitute or imply endorsement, sponsorship or recommendation by zkSwap Labs.

Disclaimers

If you elect to sell, purchase, or trade Digital Assets, any transactions that you engage in will be conducted solely through the blockchain network governing such Digital Asset and you will be required to make or receive payments exclusively through your Wallet. We will have no control over these payments or transactions, nor do we have the ability to reverse any transactions. Accordingly, we will have no liability to you or to any third party for any claims or damages that may arise as a result of any transactions that you enter into in relation to the Service.

Your use of the Services is at your own risk. You understand and agree that the Services provided, including any Digital Assets listed therein, are provided on an “as is” and “as available” basis without warranties or conditions of any kind, either express or implied. zkSwap Labs (and its service providers) make no representation or warranty:

• That the Services will meet your requirements;
• That the Services will be available on an uninterrupted, timely, secure, or error-free basis;
• That the Services or zkSwap’s Content are lawful, accurate, complete, reliable, safe, error-free, free of other viruses or other harmful components;
• As to the value, fairness of price or value of use of any Digital Assets available for sale on the Platform or subsequently made available for sale on any third-party platform;
• Of title, origin, non-infringement, functionality, merchantability, usage, security, suitability or fitness for any particular purpose, workmanship or technical quality of any Digital Asset; or
• About the identity, legitimacy, authenticity or legal rights of Users to acquire ownership, resell or otherwise deal with Digital Assets available on the Platform.

zkSwap Labs disclaims all other warranties or conditions, express or implied, including, without limitation, any implied warranty of merchantability, fitness for a particular purpose or non-infringement, to the maximum extent permitted by applicable law, as to the Service and zkSwap’s Content.

We will not be responsible or liable to you for any loss in relation to your use of Services, or Digital Assets, or your disclosure of Content online, including but not limited to any losses, damages or claims arising from:

• User error such as forgotten passwords, incorrectly constructed transactions, or mistyped addresses;
• The purchase or inability to purchase Digital Assets on the Platform; Compromised or hacked linked Wallets;
• Server failure or data loss; Corrupted Wallet files;
• Unauthorised access to applications;
• Any unauthorised third-party activities or breaches of security, including the use of viruses, phishing, bruteforcing or other means of attack against the Services; or
• Issues with the blockchain supporting Digital Assets, including Forks, technical node issues, repudiated transactions, migrations or updates.

zkSwap Labs will not be responsible or liable to you for any losses when we decide to sell or purchase any quantity of Digital Assets at our sole discretion.

Some jurisdictions do not allow the exclusion of implied warranties in contracts with consumers, so the above exclusion may not fully apply to you.

Nothing in these Terms shall exclude or limit liability of either party for fraud, violation of laws, or any other activity that cannot be limited or excluded by legitimate means.

Limitation of Liability

To the maximum extent permitted by law, neither zkSwap Labs, nor its service providers involved in creating, producing, or delivering the Services will be liable for: any incidental, special, punitive, exemplary or consequential damages, or damages for lost profits, lost revenues, lost savings, lost business opportunity, loss of data or goodwill, service interruption, computer damage or system failure or the cost of substitute services of any kind arising out of or in connection with these Terms or from the use of or inability to use the Services, whether based on warranty, contract, tort (including negligence), product liability or any other legal theory, and whether or not zkSwap Labs or its service providers has been informed of, or could foresee, the possibility of such damage.

To the maximum extent permitted by law, neither zkSwap Labs nor its service providers will be liable for any damages to your computer system, mobile device or data from the use of the Service and any third-party sites.

To the maximum extent permitted by the law of the applicable jurisdiction, in no event will zkSwap Labs’s total liability, arising out of or in connection with these Terms or from your use of or inability to use the Services, exceed the amounts you have paid or are payable by you to zkSwap Labs for use of the Services, or one hundred US Dollars (USD 100) if you have not had any payment obligations to zkSwap Labs, as applicable.

The exclusions and limitations of damages set forth above are fundamental elements of the basis of the bargain between zkSwap Labs and you.

Indemnity

To the fullest extent permitted by applicable law, you agree to indemnify, defend and hold harmless zkSwap Labs, and our respective past, present and future Affiliates, employees, officers, directors, contractors, consultants, equity holders, suppliers, vendors, service providers, parent companies, subsidiaries, agents, representatives, predecessors, successors and assigns, from and against all actual or alleged third-party claims, damages, awards, judgments, losses, liabilities, obligations, penalties, interest, fees, expenses (including, without limitation, attorneys’ fees and expenses) and costs (including, without limitation, court costs, costs of settlement and costs of pursuing indemnification and insurance), of every kind and nature whatsoever, whether known or unknown, foreseen or unforeseen, matured or unmatured, or suspected or unsuspected, in law or equity, whether in tort, contract or otherwise (collectively, “Claims”), including, but not limited to, damages to property or personal injury, that are caused by, arise out of or are related to:

• Your use or misuse of the Services;
• Your violation of these Terms;
• Your use or disposal of any Digital Assets;
• Your negligence or willful misconduct; or
• Your violation of the rights of a third party or of applicable law.

You agree to promptly notify us of any Claims and cooperate with us in defending such Claims. You further agree that zkSwap Labs shall have control of the defense or settlement of any third-party Claims. This indemnity is in addition to, and not in lieu of, any other indemnities set forth in any written agreement between you and zkSwap Labs.

No conflict with local law

The laws of some jurisdictions may limit or not permit certain provisions of this agreement, such as indemnification, the exclusion of certain warranties or the limitation of liability. In such a case, such provisions will apply only to the maximum extent permitted by the laws of such jurisdictions. Also, you may have additional legal rights in your jurisdiction, and nothing in these Terms will prejudice such rights that you may have as a consumer of the Services under such applicable law.

SUSPENSION AND Termination

We may suspend or terminate your access to the Services at any time in connection with any transaction as required by applicable law, any governmental authority, or if we in our sole and reasonable discretion determine you are violating these Terms or the terms of any third-party service provider. Such suspension or termination shall not be construed as a breach of these Terms by zkSwap Labs. In accordance with its anti-money laundering, anti-terrorism, anti-fraud, and other compliance policies and practices, we may impose reasonable limitations and controls on the ability of you or any beneficiary to utilise the Services. Such limitations may include where good cause exists, rejecting transaction requests, freezing funds, or otherwise restricting you from using the Services. We also reserve the right to cooperate with law enforcement authorities and disclose any information in our possession or from our Services that we deem necessary to meet any applicable laws, regulations or legal processes. You acknowledge and agree that we shall have no liability or obligation to you in such event that we suspend or terminate your access to the Services, and that you will not be entitled to a refund of any amounts that you have already paid to us. Upon any termination of these Terms, all sections which by their nature should survive the termination of these Terms shall continue in full force and effect subsequent to and notwithstanding such termination. Termination will not limit any of our other rights or remedies at law or in equity.

Governing Law

These Terms and any action related thereto will be governed by the laws of Bulgaria, without regard to conflict of laws of Bulgaria or any other jurisdiction.

Dispute Resolution

You and zkSwap Labs each agree that any dispute, claim or controversy arising out of or relating to these Terms or the breach, termination, enforcement, interpretation or validity thereof or the use of the Services (collectively, “Disputes”) shall be referred to and finally resolved by arbitration administered will be resolved solely by the BCCI Arbitration Court in accordance with the Arbitration Rules of the BCCI Arbitration Court for the time being in force, which rules are deemed to be incorporated by reference in this provision. The seat of arbitration shall be Bulgaria. The Tribunal shall consist of one arbitrator. The language of arbitration shall be English. Any arbitration hearings will take place in the country where you live, unless we both agree to a different location, but will be conducted remotely to the extent permitted by the BCCI Rules. The parties agree that the arbitrator shall have exclusive authority to decide all issues relating to the interpretation, applicability, enforceability and scope of this arbitration agreement. This arbitration provision shall survive termination of these Terms.

Exceptions

As limited exceptions to section 22.1 above:

• You and zkSwap Labs both may seek to resolve a Dispute in a small claims court if it qualifies, provided the claims remain only in such court; and
• You and zkSwap Labs each retain the right to seek injunctive or other equitable relief from a court to prevent (or enjoin) the infringement or misappropriation of our intellectual property rights.

Good faith resolution

You and zkSwap Labs agree to resolve disputes in good faith prior to either party initiating an arbitration, small claims court proceeding or equitable relief for intellectual property infringement. If the parties do not reach agreement to resolve the dispute within thirty (30) days after initiation of this dispute resolution process, either party may commence arbitration, file an action in small claims court, or file a claim for injunctive or equitable relief in a court of proper jurisdiction for matters relating to intellectual property infringement, if the claims qualify.

Arbitration Costs

Payment of all filing, administration and arbitrator fees will be governed by the BCCI Rules, and we will not seek to recover the administration and arbitrator fees we are responsible for paying, unless the arbitrator finds your Dispute frivolous. If you prevail in arbitration you may be entitled to an award of attorneys’ fees and expenses to the extent provided under applicable law.

Class Action Waiver

You and zkSwap Labs each waive the right to a trial by jury or to participate in a class, representative or consolidated action or proceeding. Further, if the parties’ Dispute is resolved through arbitration, the arbitrator may not consolidate another person’s claims with your claims, and may not otherwise preside over any form of a representative or class proceeding, without the written permission of all parties involved.

Our right to purchase Digital Assets

We reserve the right to sell or purchase any quantity of Digital Assets at our sole discretion. We are not required to warn any User or third party when we decide to exercise this right.

Our right to block access

We reserve the right, at any time, in our sole discretion, to block access to the Services from certain IP addresses and unique device identifiers.

Entire Agreement

These Terms constitute the entire and exclusive understanding and agreement between zkSwap Labs and you regarding the Services, and these Terms supersede and replace all prior oral or written understandings or agreements between zkSwap Labs and you regarding the Services.

Assignability

You may not assign or transfer these Terms, by operation of law or otherwise, without our prior written consent. Any attempt by you to assign or transfer these Terms, without such consent, will be null. zkSwap Labs may freely assign or transfer these Terms without restriction. Subject to the foregoing, these Terms will bind and inure to the benefit of the parties, their successors and permitted assigns.

No Waiver

No waiver by either party of any breach or default hereunder shall be deemed to be a waiver of any preceding or subsequent breach or default.

Severability

If an arbitrator or court of competent jurisdiction decides that any part of these Terms is invalid or unenforceable, then the invalid or unenforceable part will be severed from the Terms while the remaining parts of these Terms will remain in full force and effect.

Notices and communications

By using our Services, you consent to receiving electronic communications from us (including messages on third party platforms, Platform messages, or other types of messages). Any notices or other communications provided by zkSwap Labs under these Terms will be given by posting on the Platform, on our official Discord channel, on our official Twitter page or any other platform that we may inform you.

Communication made by posting on the Platform or on any other platform will constitute written notice for the purposes of these Terms when the message is recorded to be posted on such platform by system record, except where the time of posting is not between 09:00am and 5:00pm on a day on which business is generally carried on in the place to which such notice is sent, in which case the notice will be deemed to have been received at the commencement of business on the next such day in that place.

Waiver of Rights

zkSwap Labs’s failure to enforce any right or provision of these Terms will not be considered a waiver of such right or provision. The waiver of any such right or provision will be effective only if in writing and signed by a duly authorised representative of zkSwap Labs. Except as expressly set forth in these Terms, the exercise by either party of any of its remedies under these Terms will be without prejudice to its other remedies under these Terms or otherwise.

Force Majeure

zkSwap Labs shall not be liable for any action, omission, duty or obligation due to any occurrence that is beyond our control, including:

• any future laws or regulations;
• any act of God or war;
• terrorism;
• any epidemic or pandemic;
• hacking or other attack on the Services;
• the unavailability, disruption or malfunction of any network or blockchains;
• the unavailability, disruption or malfunction of the Internet; or
• any unavailability, disruption or malfunction of any system, software, network or infrastructure necessary for the Services to function.

CONTACT AND Feedback

If you have any questions about these Terms or the Services, please contact us at our official Discord channel. We welcome feedback and suggestions for our Services. You agree that any feedback provided to us can be used at our discretion in any manner, without notice and without compensation to you.