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Terms and Conditions

Date Last Revised: 3 November 2023 (“Relevant Date”)
  1. 1.
    General These Terms and Conditions (“Terms”) are entered into between you (“User”, “you”, “your”) and Zeta Protocol Platform Corp (“Zeta”, “we”, “us”, “our”), which is a company incorporated under the laws of The Republic of Panama. The User and Zeta are hereinafter separately referred to as “Party” and collectively as “Parties”. These Terms are to be read together with the provisions set forth in our Privacy Policy (“Privacy Policy”). By accessing and/or using the Zeta website located at https://dex.zeta.markets/ (“Interface” or “Website”) in any capacity, using and/or accessing the tools and information made available via the Interface, User agrees that: (i) User has read and understood these Terms; and (ii) User shall be bound by these Terms, which set forth legally binding terms and conditions between User and Zeta. We reserve the right to modify or amend these Terms in our sole discretion from time to time. The “Date Last Revised” specified on these Terms indicates the date on which the Terms were last modified. Please check these Terms periodically to ensure that you are aware of and in compliance with the most current version of these Terms. Any revision to the Terms shall take effect immediately upon such revised Terms being made accessible via the Interface. Such revised Terms shall be binding on User, and by User’s continued access and/or use of the Interface, User shall be deemed to agree to and accept the Terms as revised. Section titles in these Terms are for convenience only and have no legal or contractual effect. The word “including” means “including without limitation”.
  1. 2.
    Use of Interface 2.1. The Interface has been developed by Zeta to: 2.1.1. enable User to access and/or use the Protocols (as defined below) for trade of token-referenced Options (as defined below), Futures (as defined below) and Perps (as defined below. Such Options, Futures and Perps will be settled in Stablecoins (as defined herein) native to the Solana blockchain, where the general process flow and interaction between User and the Interface is as follows: 2.1.1.1. a User connects his digital wallet via a wallet extension on the Interface to deposit Stablecoins to the Protocols’ (as defined herein) smart contract which holds such User’s Stablecoins (“Zeta User Logic Contract”) which can be deployed by User as collateral for Options, Futures and Perps (“User Collateral” or “User Maintenance Margin”); 2.1.1.2. such User’s deposited Stablecoins (“Deposited Stablecoins”) will then be reflected on User’s dashboard on the Interface pending such User’s deployment for trading Options, Futures or Perps; 2.1.1.3. such User will be able to, against Deposited Stablecoins as User Collateral: a) in relation to token-referenced options offered based on the Protocols and accessed through the Interface (“Options”): i) buy a call option (“Call Option”); ii) sell a Call Option; iii) buy a put option (“Put Option”); or iv) sell a Put Option; b) in relation to token-referenced futures offered based on the Protocols and accessed through the Interface (“Futures”): i) buy Futures; or ii) sell Futures; c) in relation to token-reference perpetual futures based on the Protocols and accessed through the Interface (“Perps”): i) buy Perps; or ii) sell Perps, (collectively, “Options & Futures Trading”); and 2.1.1.4. to withdraw participation by ceasing interaction with the Protocols through the Interface, such User has to: a) close all open Options, Futures and Perps positions using the Interface; and b) execute a withdrawal of Deposited Stablecoins from the Zeta User Logic Contract to such User’s wallet from which initial Stablecoin collateral was deposited into the Zeta User Logic Contract; and 2.1.2. interact with the underlying protocols comprising Zeta User Logic Contract, a Serum-based order book matching infrastructure, and such other smart contract, logic or code which facilitate the User’s activities as described in Paragraph 2.1 above (collectively, the “Protocols”, as may be amended or updated from time to time). By accessing and/or using the Interface to interact with the Protocols, User acknowledges and accepts that, notwithstanding anything to the contrary, the Protocols have been developed and deployed by Zeta Markets Protocol Corp (“Protocol Deployer”) and not Zeta, and as such, Zeta shall not be liable to User for the deployment and maintenance of the Protocols and/or any malfunction thereof. User further acknowledges that where references are made to the Protocols’ functions in these Terms (including Sections 2.1 and 4), such references are based on our understanding of the Protocols and are solely for reference only. Such understanding has not been verified or audited by us, and you agree not to rely on such references in your use of the Interface and/or the Protocols. Instead, you should independently verify the Protocols’ functions and obtain necessary technical advice as you may require to understand the functions and for use of the Protocols. 2.2. The Interface is hosted and maintained by us; we may, in our sole discretion, modify or discontinue support for the Interface and/or access to the Protocols at any time. 2.3. User shall be responsible for obtaining the data network access necessary to use and/or access the Interface, and for acquiring compatible hardware or device necessary to access and use the Interface and any updates thereto. 2.4. Use of the Interface may be disrupted as a result of malfunction and/or delays which are inherent to the use of the internet and electronic communications, and User agrees that Zeta shall not be responsible for any such disruption, malfunction and/or delay, and any loss which may arise therefrom. 2.5. The Website and its contents are our property or the property of our licensors and are protected by copyright, trademark, patent and other applicable laws. User is permitted to download and print content from the Website solely for such User’s own personal use to the extent required to access and use the tools and information made available via the Website. Unless with our prior written consent, the Website and its contents must not be reproduced, modified, redistributed or otherwise used for any other reason. 2.6. User shall not modify, adapt or hack the Website or modify any other website so as to falsely imply that such other website is associated with the Website and/or Zeta and/or its Affiliates (as defined below) in any way. User shall not crawl, scrape, cache or otherwise access any content from the Website via automated means, and User shall not use automated data collection, data mining, robots or any other data gathering methods of any kind on the Website. 2.7. User may, through hyperlinks displayed on the Website, gain access to websites operated by persons other than Zeta. Such hyperlinks are displayed only for User’s convenience, and we assume no responsibility for the use of any third-party software or other materials on the Website.
  2. 3.
    Access and/or use of the Interface and access to the Protocols 3.1. In order to access and/or use the Interface and its associated functions including access and/or use of the Protocols via the Interface, User will first be required to connect a Supported Wallet (as defined herein) via the Interface that is compatible with the Protocols. 3.2. User agrees and acknowledges that Zeta does not have access to, and cannot withdraw or transfer, any of User’s Supported Digital Assets that User may elect to deploy in connection with Options & Futures Trading, and that Zeta has not rendered any advice and/or made any recommendation in respect of User’s purchase, sale, or deployment of Supported Digital Assets in relation to Options & Futures Trading.
  3. 4.
    Use of Protocols for Options & Futures Trading 4.1. Settlement 4.1.1. Options User acknowledges that as at the Relevant Date, based on Zeta’s understanding of the Protocols (which are subject to amendment and updates), Options are fully settled in Stablecoin and whilst the price of a Fluctuating Token may be referenced in Options, there will be no physical delivery of such Fluctuating Token on settlement of such Options. 4.1.2. Futures User acknowledges that as at the Relevant Date, based on Zeta’s understanding of the Protocols (which are subject to amendment and updates), Futures are fully settled in Stablecoin and whilst the price of a Fluctuating Token may be referenced in Futures, there will be no physical delivery of such Fluctuating Token on settlement of such Futures. 4.1.3. Perps User acknowledges that as at the Relevant Date based on Zeta’s understanding of the Protocols (which are subject to amendment and updates), Perps are fully settled in Stablecoin and whilst the price of a Fluctuating Token may be referenced in Perps, there will be no physical delivery of such Fluctuating Token on settlement of such Perps. 4.1.4. The Options, Futures and Perps contract specifications (including but not limited to minimum contract size, expiry dates, initial margin, maintenance margin, position limit and Liquidation Threshold (as defined below)) (“Contract Specifications”) shall be as determined by the Protocols (which are subject to amendment and updates). 4.1.5. Whilst we may publish information relating to the implementation of the Protocols from our understanding of the Protocols (including the Contract Specifications) on the Website, you acknowledge and agree that you shall not rely on any such publication by us and/or our Affiliates relating to the Protocols and none of the foregoing persons shall be liable for any inaccuracy or error in relation to such publication. It shall be your responsibility (or engage a professional to assist you in doing so) to review the Protocols in order to verify the Protocols’ functions. 4.2. Portfolio Margin & Liquidation under the Protocols 4.2.1. The Protocols (deployed by Protocol Deployer) are designed to require User to maintain a minimum User Collateral at all times in order to maintain the solvency of User’s open interest in Options and/or Futures and/or Perps (“User’s Open Position”) at any point in time. 4.2.2. In the event where the User Collateral is near insufficient to support the User’s Open Position (due to the market price of Fluctuating Token falling), the Protocols are designed to allow any third party (such third party, “Liquidator”) with access to the Protocols (whether through the Interface or otherwise) to liquidate some or all of User Collateral (“Liquidation”).
4.2.3. User acknowledges and agrees that: 4.2.3.1. a Liquidator may effect Liquidation of User’s Open Position if the Liquidation thresholds determined by the Protocols (“Liquidation Thresholds”) are satisfied and User is unable to increase Deposited Stablecoins as User Collateral prior to such Liquidation; 4.2.3.2. in the event of Liquidation, User may lose all of User Collateral; and
4.2.3.3. User shall have no claim against any of Zeta, Protocol Deployer and the relevant Liquidator in respect of any Liquidation. 4.3 Fees and Liquidation in respect of the Protocols 4.3.1. Fees. Based on our understanding of the fee specification of the Protocols, as at the Relevant Date: 4.3.1.1. the following fees (“Fees”) – which shall be charged by and retained by the Protocols (and not Zeta) – shall be applicable to User in relation to Options & Futures Trading as follows:
Trading Fee:
In relation to an executed trade by User of Options or Futures contract(s) (as the case may be), means the lower of:
a) 0.3% x Fluctuating Token Market Price x Underlying Amount; or b) 5% x Contract Price x Number of Contracts
In relation to an executed trade by User of Perps contract(s), means:
0.1% x Contract Price x Number of Contracts
where:
“Fluctuating Token Market Price” refers to the prevailing market price (based on the price feed used by the Protocols) of each unit of Fluctuating Token;
“Underlying Amount” in relation to an Option or Future or Perp (as the case may be), refers to the aggregate notional amount of Fluctuating Token(s) subject of such Option (assuming that the Option is exercised) or Future or Perp (as the case may be);
“Contract Price” in relation to an Option or Future or Perp (as the case may be), refers to the price of such Option or Future or Perp (as the case may be) as indicated by the Protocols; and
“Number of Contracts” refers to total number of Options or Futures or Perps (as the case may be) subject of the relevant executed trade, where the foregoing reference to “total number” may comprise fractional units of Options or Futures or Perps (as the case may be).
4.3.1.2. the following will occur in the event of a Liquidation of User’s position(s): a) 25% of User Maintenance Margin will be deducted and delivered to the relevant Liquidator; and b) 10% of User Maintenance Margin (prior to the deduction as described in Section 4.3.1.2(a)) will be deducted and be delivered to the Protocol’s Insurance Pool (as defined herein), where the remaining User Maintenance Margin thereof will be used to close such User’s position(s) and any balance thereafter will remain in the Zeta User Logic Contract as User Collateral. 4.3.2. Funding rate. Based on our understanding of the specification of the Protocols, as at the Relevant Date, funding rates shall be applicable to User in relation to trading Perps (“Funding Rates”). 4.3.3. User acknowledges and agrees Fees and Funding Rates are programmed as part of the Protocols and are not determined by Zeta.
5. Representations and Warranties In accessing and/or using the Interface and/or connecting a Supported Wallet to the Protocols via the Interface, User makes the following representations and warranties: 5.1. User is at least eighteen (18) years of age, and has the full right, power and authority to access and/or use the Interface (including the tools made available via the Interface), and to enter into and comply with these Terms; 5.2. User is not prohibited and/or restricted under the laws of any jurisdiction applicable to User from accessing and/or using the Interface, and/or from using the Supported Wallet in connection with User’s use of the Interface; 5.3. User is responsible for ensuring compliance with the laws of any jurisdiction applicable to User in relation to User’s access and/or use of Interface and acknowledge and agree that Zeta is not liable for User’s compliance or non-compliance with any such laws; 5.4. User is not an Excluded Person (as defined below), and User is not accessing and/or using the Interface from an Excluded Jurisdiction (as defined below);
5.5. User does not, and will not, use a VPN or any other privacy or anonymization tools or techniques to circumvent, or attempt to circumvent, any restrictions that apply to the Interface; 5.6. User has not had User’s access or use of the Interface previously terminated or revoked for any reason whatsoever; 5.7. User will not, and will not attempt to, authorize anyone other than User to access and/or use Interface using a Supported Wallet owned by User, or otherwise engage in Prohibited Use (as defined below) of such Supported Wallet; 5.8. User is the legal and beneficial owner of, or is authorized by the owner of the Supported Wallet to hold and/or deploy, the Supported Digital Assets; and 5.9. User is knowledgeable in using and evaluating blockchain technologies and related blockchain-based digital assets, including the Interface, Supported Digital Assets and Supported Wallets, and User has evaluated and understand the use of Interface and have not relied on any information, statement, representation, or warranty, express or implied, made by or on behalf of Zeta with respect to the Interface and/or Protocols whether as regards the suitability, reliability, security or otherwise of the Interface and/or Protocols.
Each and all of User’s above representations and warranties are true, complete, accurate and not misleading from the time of User’s acceptance of these Terms and are deemed repeated each time User uses the Interface.
  1. 6.
    Excluded Person and Excluded Jurisdiction For purposes of these Terms: 6.1. “Excluded Jurisdiction” means any of the following jurisdictions: 6.1.1. the United States of America and its territories and possessions (collectively “United States”); 6.1.2. the People’s Republic of China; 6.1.3. a jurisdiction identified by the Financial Action Task Force (FATF) for strategic AML/CFT deficiencies and included in FATF’s listing of “High-risk and Other Monitored Jurisdictions” accessible at www.fatf-gafi.org; 6.1.4. any other jurisdiction that is the subject of comprehensive country-wide or region-wide economic sanctions by the United States, United Kingdom, European Union, or United Nations; and/or 6.1.5. a jurisdiction in which the Interface and/or Protocol(s) and the use of which are prohibited or would be subject of licensing, permissions or approvals. 6.2. “Excluded Persons” refers to the following: 6.2.1. a person who is: a) a citizen of an Excluded Jurisdiction (which for purposes of this Section 6.2.1(a) shall not include United States); b) domiciled in, resident of, or physically present / located in an Excluded Jurisdiction; 6.2.2. a body corporate: 6.2.2.1. which is incorporated in, or operates out of, an Excluded Jurisdiction; or 6.2.2.2. which is under the control of one or more individuals who is/are citizen(s) of, domiciled in, residents of, or physically present / located in, an Excluded Jurisdiction; 6.2.3. an individual or body corporate accessing and/or using Interface and/or Protocol(s) from within an Excluded Jurisdiction; 6.2.4. an individual or body corporate included in United Nations Consolidated List (accessible at https://www.un.org/securitycouncil/content/un-sc-consolidated-list) or on any other sanctions list or equivalent maintained by the United States, United Kingdom, European Union, or United Nations; 6.2.5. an individual or body corporate which is otherwise prohibited or ineligible in any way, whether in full or in part, under any laws applicable to such individual or body corporate from accessing and/or using the Interface and/or Protocol(s); and/or 6.2.6. a U.S. person. 6.3. “U.S. person” means: 6.3.1. any natural person resident in the United States; 6.3.2. any partnership or corporation organized or incorporated under the laws of the United States; 6.3.3. any estate of which any executor or administrator is a U.S. person; 6.3.4. any trust of which any trustee is a U.S. person; 6.3.5. any agency or branch of a foreign entity located in the United States; 6.3.6. any non-discretionary account or similar account (other than an estate or trust) held by a dealer or other fiduciary for the benefit or account of a U.S. person; 6.3.7. any discretionary account or similar account (other than an estate or trust) held by a dealer or other fiduciary organized, incorporated, or (if an individual) resident in the United States; 6.3.8. any partnership or corporation if: a) organized or incorporated under the laws of any foreign jurisdiction; and b) formed by a U.S. person principally for the purpose of investing in securities not registered under the Act, unless it is organized or incorporated, and owned, by accredited investors (as defined in Regulation D of the Securities Act of 1933 of the United States of America) who are not natural persons, estates or trusts; and 6.3.9. any citizen of United States who is a military personnel of United States who is not resident in or outside of the United States,
but does not include: 6.3.10. any discretionary account or similar account (other than an estate or trust) held for the benefit or account of a non-U.S. person by a dealer or other professional fiduciary organized, incorporated, or (if an individual) resident in the United States; 6.3.11. any estate of which any professional fiduciary acting as executor or administrator is a U.S. person if: a) an executor or administrator of the estate who is not a U.S. person has sole or shared investment discretion with respect to the assets of the estate; and b) the estate is governed by foreign law; 6.3.12. any trust of which any professional fiduciary acting as trustee is a U.S. person, if a trustee who is not a U.S. person has sole or shared investment discretion with respect to the trust assets, and no beneficiary of the trust (and no settlor if the trust is revocable) is a U.S. person; 6.3.13. an employee benefit plan established and administered in accordance with the law of a country other than the United States and customary practices and documentation of such country; 6.3.14. any agency or branch of a U.S. person located outside the United States if: a) agency or branch operates for valid business reasons; and b) the agency or branch is engaged in the business of insurance or banking and is subject to substantive insurance or banking regulation, respectively, in the jurisdiction where located; and 6.3.15. The International Monetary Fund, the International Bank for Reconstruction and Development, the Inter-American Development Bank, the Asian Development Bank, the African Development Bank, the United Nations, and their agencies, affiliates and pension plans, and any other similar international organizations, their agencies, affiliates and pension plans.
  1. 7.
    Prohibited Use User shall not, directly or indirectly: 7.1. access and/or use the Interface: 7.1.1. in violation of any law, rule, or regulation of any jurisdiction that is applicable to User; and/or 7.1.2. in violation or breach of these Terms and/or any other document from time to time governing User access and/or use of the Interface; 7.2. permit others to access the Interface through User’s wallet or a blockchain address User controls or otherwise engage in transactions using the Interface and Protocols for any person other than the wallet owner; 7.3. disrupt, interfere with, or otherwise adversely affect the normal flow or function of the Interface and/or Protocols or otherwise act in a manner that may negatively affect other users’ experience when using the Interface, and User shall not take advantage of software vulnerabilities and any other act that intentionally abuses or exploits the design and functions of the Interface; 7.4. engage in, or knowingly facilitate, any fraudulent, deceptive, or manipulative transaction activity in connection with User’s use of the Interface and/or Protocols; 7.5. engage in, or knowingly facilitate, any money laundering, terrorist financing, or other illegal activities using the Interface and/or Protocols; 7.6. access or attempt to access non-public systems, programs, data, or services using the Interface and/or Protocols; 7.7. copy, reproduce, republish, upload, post, transmit, resell, or distribute in any way, any data, content, or any part of Interface and/or Protocols except as expressly permitted by applicable laws; and 7.8. reverse engineer or attempt to reverse engineer the Interface and/or Protocols except as expressly permitted by applicable law,
(collectively, “Prohibited Uses”).
  1. 8.
    Waivers 8.1. User agrees and acknowledges that neither Zeta nor any of our Affiliates (as defined below) shall be liable to User for any direct, indirect, special, incidental, consequential or other losses of any kind, in tort, contract or otherwise (including but not limited to loss of revenue, income or profits, and loss of use or data), arising out of or in connection with User’s access and/or use of the Interface and/or Protocols. 8.2. For purposes of these Terms, “Affiliates” of an entity means the owners, directors, officers employees, advisors, agents of such entity and companies in which such entity and/or the aforementioned persons has an interest. 8.3. User undertakes not to initiate or participate, and waives the right to participate in, any class action lawsuit or a class-wide arbitration against Zeta and/or our Affiliates in relation to User’s access and/or use of the Interface and/or Protocols. 8.4. By accepting these Terms, User waives all rights, claims and/or causes of action (present or future) under law (including any tortious claims) or contract against Zeta and our Affiliates in connection with User’s access and/or use of Interface and/or Protocols.
  2. 9.
    Termination 9.1. These Terms shall remain in full force and effect and be legally binding on User for so long as User accesses and/or uses Interface. 9.2. Zeta may restrict, suspend and/or terminate User’s access and/or use of the Interface and/or Protocols at any time for any reason and to such extent at Zeta’s sole discretion. 9.3. Neither Zeta nor any of our Affiliates will have any liability whatsoever to User for any such restriction, suspension and/or termination or for any action taken by Zeta and/or any of our Affiliates to implement such restriction, suspension and/or termination which can include blacklisting User’s Supported Wallet which User uses to access and/or use the Interface and/or Protocols. 9.4. Sections 10 to 12 of these Terms shall remain in effect notwithstanding any such restriction, suspension and/or termination.
  3. 10.
    Disclaimer 10.1. In accessing and/or using the Interface, User acknowledges and agrees that: 10.1.1. THE INTERFACE IS PROVIDED ON AN “AS-IS” AND “AS AVAILABLE” BASIS BY ZETA, AND ZETA EXPRESSLY DISCLAIMS ANY AND ALL REPRESENTATIONS, WARRANTIES AND/OR CONDITIONS OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING ALL WARRANTIES OR CONDITIONS OF MERCHANTABILITY, MERCHANTABLE QUALITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, QUIET ENJOYMENT, ACCURACY, OR NON-INFRINGEMENT. 10.1.2. ZETA HAS NOT MADE AND MAKES NO REPRESENTATION, WARRANTY AND/OR CONDITION OF ANY KIND THAT THE INTERFACE WILL MEET USER’S REQUIREMENTS, WILL BE AVAILABLE ON AN UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE BASIS, OR WILL BE ACCURATE, RELIABLE, FREE OF VIRUSES OR OTHER HARMFUL CODE, COMPLETE, LEGAL, OR SAFE. 10.1.3. ZETA IS NOT USER’S BROKER, AGENT, TAX OR LEGAL ADVISOR, AND HAS NO FIDUCIARY RELATIONSHIP WITH OR OBLIGATION TO USER. NO COMMUNICATION OR INFORMATION PROVIDED BY ZETA IS INTENDED AS OR SHALL BE CONSTRUED AS INVESTMENT, FINANCIAL, TAX, LEGAL OR ANY OTHER KIND OF ADVICE. ZETA SHALL NOT BE LIABLE FOR ANY DECISIONS USER MAKES TO ACCESS AND/OR USE THE INTERFACE. 10.1.4. TO THE EXTENT THAT APPLICABLE LAW REQUIRES OR IMPOSES ANY REPRESENTATION, WARRANTY AND/OR CONDITION WITH RESPECT TO USER’S ACCESS AND/OR USE OF THE INTERFACE, ALL SUCH REPRESENTATION, WARRANTY AND/OR CONDITION ARE LIMITED IN DURATION TO NINETY (90) DAYS FROM THE DATE OF FIRST ACCESS AND/USE BY USER OF THE INTERFACE. 10.2. In accessing and/or using the Protocol(s) via the Interface, User acknowledges and agrees that: 10.2.1. THE PROTOCOL(S) AS ACCESSED VIA THE INTERFACE IS ON AN “AS-IS” AND “AS AVAILABLE” BASIS AND ZETA EXPRESSLY DISCLAIMS ANY AND ALL REPRESENTATIONS, WARRANTIES AND/OR CONDITIONS OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING ALL WARRANTIES OR CONDITIONS OF MERCHANTABILITY, MERCHANTABLE QUALITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, QUIET ENJOYMENT, ACCURACY, OR NON-INFRINGEMENT. 10.2.2. ZETA HAS NOT MADE AND MAKES NO REPRESENTATION, WARRANTY AND/OR CONDITION OF ANY KIND THAT THE PROTOCOL AS ACCESSED VIA THE INTERFACE WILL MEET USER’S REQUIREMENTS, WILL BE AVAILABLE ON AN UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE BASIS, OR WILL BE ACCURATE, RELIABLE, FREE OF VIRUSES OR OTHER HARMFUL CODE, COMPLETE, LEGAL, OR SAFE. 10.2.3. TO THE EXTENT THAT APPLICABLE LAW REQUIRES OR IMPOSES ANY REPRESENTATION, WARRANTY AND/OR CONDITION WITH RESPECT TO YOUR ACCESS AND/OR USE OF PROTOCOL, ALL SUCH REPRESENTATION, WARRANTY AND/OR CONDITION ARE LIMITED IN DURATION TO NINETY (90) DAYS FROM THE DATE OF FIRST ACCESS AND/USE BY YOU OF THE PROTOCOL(S) (VIA THE INTERFACE). 10.3. ZETA DOES NOT ENDORSE ANY THIRD PARTY AND SHALL NOT BE RESPONSIBLE IN ANY WAY FOR ANY TRANSACTIONS YOU ENTER INTO WITH ANY OTHER THIRD PARTY. 10.4. YOU ACKNOWLEDGE AND AGREE THAT NEITHER ZETA NOR ANY OF OUR AFFILIATES WILL BE LIABLE TO YOU FOR ANY LOSS OR DAMAGES OF ANY SORT INCURRED AS THE RESULT OF ANY INTERACTIONS BETWEEN YOU AND ANY THIRD PARTY.
  4. 11.
    Limitation of Liability 11.1. TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT SHALL ZETA AND/OR ANY OF OUR AFFILIATES BE LIABLE TO USER OR ANY THIRD PARTY FOR ANY LOST PROFITS, LOST DATA, OR ANY INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES ARISING OUT OF USER’S ACCESS AND/OR OF THE INTERFACE AND/OR PROTOCOL, EVEN IF ZETA AND/OR ANY OF OUR AFFILIATES HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. 11.2. USER’S ACCESS TO AND/OR USE OF THE INTERFACE AND PROTOCOL IS AT USER’S OWN DISCRETION AND RISK, AND USER WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO USER’S DEVICE OR COMPUTER SYSTEM, OR LOSS OF DATA RESULTING THEREFROM. 11.3. NEITHER ZETA NOR ANY OF OUR AFFILIATES SHALL BE LIABLE TO USER FOR ANY LOSS OR DAMAGE ARISING OUT OF USER’S FAILURE TO KEEP USER’S PRIVATE KEYS OR LOGIN CREDENTIALS TO USER’S WALLET SECURE OR ANY OTHER UNAUTHORIZED ACCESS TO OR TRANSACTIONS INVOLVING USER’S WALLET. 11.4. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, THE LIABILITY OF ZETA AND/OR ANY OF OUR AFFILIATES TO USER FOR ANY CLAIM BY USER FOR DAMAGES ARISING FROM OR RELATED TO USER’S ACCESS AND/OR USE OF THE INTERFACE AND/OR PROTOCOL: a) WHETHER PURSUANT TO THESE TERMS; AND/OR b) WHETHER FOR ANY CAUSE WHATSOEVER AND REGARDLESS OF THE FORM OF THE ACTION, WILL AT ALL TIMES BE LIMITED TO USD1,000. THE EXISTENCE OF MORE THAN ONE CLAIM BY USER WILL NOT ENLARGE THIS LIMIT.
  5. 12.
    Indemnification 12.1. User shall indemnify and hold Zeta and/or any of our Affiliates, each of their respective employees, officers, directors and representatives (collectively, “Indemnified Party”), harmless, including costs and attorneys’ fees, from any loss, claim or demand made due to or arising out of: 12.1.1. User’s access and/or use of Interface and Protocols (via the Interface); 12.1.2. User’s violation of these Terms; and 12.1.3. User’s violation of laws or regulations applicable to User’s access and/or use of Interface and/or Protocol(s). 12.2. The relevant Indemnified Party reserves the right, at User’s expense, to assume the exclusive defence and control of any matter for which User is required to provide indemnification, and User agrees to cooperate in the defence of these claims. User shall not settle any matter without the prior written consent of the relevant Indemnified Party. The relevant Indemnified Party will use reasonable efforts to notify User of any such claim, action or proceeding upon becoming aware of it.
  6. 13.
    Tax Implications User is solely responsible for determining the tax implications and tax reporting requirements associated with transactions User engages in using the Interface and/or Protocol(s) (via the Interface), and for paying any applicable taxes in each applicable jurisdiction. Neither Zeta nor any of our Affiliates shall be responsible for determining whether there are tax implications in connection with transactions involving User’s use of the Interface and/or Protocol(s), for reporting any such transactions, or for paying any applicable taxes.
  7. 14.
    Potential Risks Associated with Use of Interface and/or Protocols (via Interface) User acknowledges and agrees to the following: 14.1. The Interface allows User access to the Protocols to engage in Options & Futures Trading which User engages in on User’s own account and at User’s own risk. 14.2. Options & Futures Trading entails a high financial risk. User has necessary experience and knowledge to understand the risks involved in Options & Futures Trading. User should carefully assess User’s financial circumstances and risk tolerance and where appropriate, seek third party financial advice before engaging in Options & Futures Trading. User may lose all of User’s funds / Supported Digital Assets allocated for deployment in relation to Options & Futures Trading. 14.3. Nothing in these Terms or the Website shall be construed as: 14.3.1. financial or investment advice. We do not provide any view on the merits of any particular investment. Any information provided is for educational purposes and to keep investors informed of prices, ranges, and volatility of digital assets and derivatives thereof. We do not act as your broker, intermediary, agent or advisor in any capacity; and 14.3.2. any marketing, promotion or offer for any product or investment to User or any third party. User shall be solely responsible for any losses, damages or costs resulting from User’s reliance on any data or information on the Website or otherwise. User shall be responsible for User’s decisions relating to Interface and/or Protocols which are User’s own. 14.4. Like all software, the Interface and/or the Protocols may be subject to exploits, accordingly, neither Zeta nor any of its Affiliates shall be responsible to User any such exploits or loss to User as a result of such exploits, whether foreseeable or not. 14.5. While Zeta has taken a number of precautions to ensure the security of the Interface, the technology constituting the Interface and/or the Protocols, and their interaction, is relatively new and it is not possible to guarantee that the code is completely free from bugs or errors. 14.6. User accepts all risks that arise from User’s access and/or use of the Interface and/or Protocols, including, and not limited to, the risk of any of User’s Supported Digital Assets being lost due to a failure or exploit of the Interface and/or Protocols. 14.7. User is solely responsible for securing the private keys associated with any Supported Wallet which User uses when accessing and/or using the Interface and/or Protocols. 14.8. User understands that anyone who obtains User’s private keys to User’s Supported Wallet and/or access to User’s device containing such private keys, may access User’s Supported Wallet controlled with those private keys with or without User’s authorisation and may transfer any Supported Digital Assets accessible through User’s Supported Wallet. 14.9. In choosing to access and/or use the Interface and/or Protocols (via the Interface), User does so on User’s own initiative and at User’s own risk, and User is responsible for complying with all applicable local laws, rules and regulations relating to User’s access and/or use of the Interface and/or Protocols. 14.10. Support for the Interface (as means to access the Protocols) may be modified or discontinued at any time in Zeta’s sole discretion. 4.11. In the event of a change in the operating rules or other features of the Protocols (“Fork”) that may result in more than one version of a network (“Forked Network”) and more than one version of a digital asset (“Forked Asset”), the Interface and/or Protocols may not support activity related to any Forked Assets. Forked Networks and the available supply of any Forked Assets are wholly outside Zeta’s control. In the event of a Fork, Zeta may temporarily suspend certain services on the Website (with or without advance notice to User) while we determine, at our sole discretion, which Forked Network(s) to support. ZETA IS UNLIKELY TO SUPPORT MOST FORKED NETWORKS AND MOST FORKED ASSETS WILL LIKELY NOT BE MADE AVAILABLE TO USER. ZETA MAY DETERMINE, IN OUR SOLE DISCRETION, NOT TO SUPPORT A FORKED NETWORK. USER HAS NO RIGHT, CLAIM, OR OTHER PRIVILEGE AGAINST FORKED ASSETS ON SUCH UNSUPPORTED FORKED NETWORK. ZETA MAY, IN OUR SOLE DISCRETION, DETERMINE OUR APPROACH TO SUCH FORKED ASSETS, WHICH MAY INCLUDE ABANDONING OR OTHERWISE ELECTING NOT TO SUPPORT SUCH FORKED ASSETS AS PART OF OUR SERVICES. 14.12. By using the Interface and accessing the Protocols, User is using the Interface and the Protocols “as is” and “as available” with no representations or warranties whatsoever. To the maximum extent permitted by law, neither Zeta nor any of its Affiliates makes any express or implied representations and warranties, including implied representations or warranties of accuracy, merchantability, fitness for a particular purpose and non-infringement in relation to the Interface and/or the Protocols. Neither Zeta nor any of its Affiliates is responsible or liable for any error, delay or interruption in or lack of access to the Interface and/or the Protocols or for any loss of digital assets (including but not limited to Supported Digital Assets) occasioned by or attributable to the Interface and/or Protocols.
  8. 15.
    Electronic Communications with Zeta 15.1. The communications between User and Zeta shall be via electronic means, either through the Interface or electronic mail. 15.2. For contractual purposes, User: 15.2.1. consents to receive communications from Zeta in any electronic form; and 15.2.2. acknowledges and agrees that all terms and conditions, agreements, notices, disclosures, and other communications that Zeta provides to User electronically satisfy any legal requirement that would also be satisfied if such communications were to be in a hardcopy writing.
  9. 16.
    General 16.1. Entire Terms These Terms (read together with our Privacy Policy) constitute the entire agreement between User and Zeta regarding User’s access and/use of Interface. 16.2. Severability If any provisions of these Terms are found by any court or tribunal of competent jurisdiction to be invalid, void, unlawful or unenforceable under any applicable law, such unenforceability or invalidity shall not render these Terms unenforceable or invalid as a whole, and such provisions shall be deleted without affecting the remaining provisions herein. 16.3. Relationship of Parties Nothing contained in these Terms will be deemed to be construed as creating a partnership or an agency relationship or joint venture between User, Zeta and/or any of our Affiliates. 16.4. Assignment These Terms, and User’s rights thereunder, may not be assigned, Zeta’s prior written consent, and any attempted assignment, subcontract, delegation, or transfer in violation of the foregoing will be null and void. Zeta may freely assign these Terms and our respective rights thereunder. 16.5. Waiver A waiver by Zeta of any right or remedy under these Terms shall only be effective if it is in writing, executed by a duly authorized representative of Zeta and shall apply only to the circumstances for which it is given. Failure of Zeta to exercise or enforce any right or remedy under these Terms shall not operate as a waiver of such right or remedy, nor shall it prevent any future exercise or enforcement of such right or remedy, and no single or partial exercise of any right or remedy shall preclude or restrict the further exercise of any such right or remedy or other rights or remedies. 16.6. No Third-Party Rights Save for Zeta’s Affiliates who shall have the rights and benefits to the extent accorded thereto under these Terms, any person who is not a Party shall have no right under the Contracts (Rights of Third Parties) Act (Chapter 53B) of Singapore to enforce any of these Terms. 16.7. Governing Law and Jurisdiction The agreement as shall be constituted by User’s acceptance of these Terms, and any dispute or claim arising out of or in connection with the subject matter or formation (including non-contractual disputes or claims) of such agreement, shall be governed by and construed in accordance with the law of Singapore. The Parties agree that any dispute or claim arising out of or in connection with the subject matter or formation (including non-contractual disputes or claims) of these Terms shall be by arbitration, and judgment upon the award may be entered by any court having jurisdiction thereof or having jurisdiction over the relevant Party or its assets. The arbitration shall be conducted under the rules of the Singapore International Arbitration Centre (“SIAC”). The arbitral tribunal shall consist of a sole arbitrator to be appointed by the President of the SIAC. The seat of the arbitration shall be Singapore. The language of the arbitration shall be English. The arbitration agreement shall be governed by Singapore law.
ANNEX
DEFINITIONS
  1. 1.
    In these Terms, the following words and expressions shall, where not inconsistent with the context, have the following meanings respectively: “Fluctuating Token” in relation to an Option, a Future or a Perp (as the case may be) which references a price-volatile digital asset and a Stablecoin, means such price-volatile digital asset. For example, SOL would be the Fluctuating Token in a SOL/USDC Option, Future or Perp; “Insurance Pool” means a pool of Stablecoins that is set aside by the Protocols to be used to underwrite adverse events relating to the Protocol, including but not limited to an event where Liquidation occurs (in respect of Protocol Users’ positions) and User Collateral of such Protocol Users is insufficient to cover the losses of such Protocol Users’ positions; “Protocol Users” means users of the Protocols, whether such users access the Protocols using the Interface or otherwise; “Stablecoin” means digital tokens which are pegged to fiat currency, including but not limited to USDC; “SOL” means the Solana token, being the native token to the Solana Network; “Solana Network” means the Solana network, being the blockchain network as described in the following web link: https://solana.com/ (last accessed on 27 June 2023); “Supported Digital Assets” refer to the digital assets supported by the Protocols and shall be as specified via the Interface; “Supported Wallet” in relation to the Protocols, means such digital wallet of User as may be supported by such Protocols; and “USDC” means the stablecoin pegged to the value of the United States Dollar as described in the following web link: https://www.circle.com/en/usdc (last accessed on 27 June 2023) that is operable on the Protocols.
  2. 2.
    In these Terms, a reference to: a) Zeta includes a reference to its duly authorised agents and/or delegates; b) a “person” includes a reference to any individual, body corporate, unincorporated association or partnership; c) an agreement or other document is a reference to that agreement or document as from time to time supplemented or amended; d) the masculine gender includes the feminine and neuter genders and vice versa; e) the singular includes the plural and vice versa; and f) any law or regulation is a reference to that law or regulation as amended from time to time and, where the same has been repealed, to any re-enactment or replacement of the same.