Terms Of Use
(Last updated 3 October 2025)
The Service facilitates interactions with blockchain protocols and stablecoins, which are highly volatile and subject to significant risks, including total loss of value. ZooFi Labs Limited (“ZooFi”, “we”, “us”, or “our”) does not issue, offer, or sell any stablecoins or digital assets, nor does it provide any services for converting fiat currencies to or from stablecoins. The Service does not constitute financial, investment, tax, or legal advice, and you should consult your own advisors before using it. ZooFi is not a licensed financial institution, money services business, or regulated entity in any jurisdiction unless explicitly stated. Your use of the Service may be subject to applicable laws in your jurisdiction, including securities, commodities, anti-money laundering, and sanctions regulations. The information provided in these Terms or through the Service does not constitute an offer or solicitation to buy, sell, or hold any stablecoins or digital assets. ZooFi does not solicit users in jurisdictions where the Service may be restricted or prohibited, and you are solely responsible for ensuring compliance with local laws. Stablecoins are not legal tender, are not backed by any government, and accounts or value balances in the Service are not subject to deposit insurance or similar protections.
These Terms of Use (the “Terms”, “Terms of Use”, or “Agreement”) contain the terms and conditions that govern your access to and use of the App (as defined below) and other Service provided by us. This 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 App or Service.
By using the App and/or the Service (the first date of such occurrence being “Effective Date”), you (i) accept and agree to these Terms and any additional terms, rules, and conditions of participation issued by us from time to time and (ii) 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 cannot perform any and all obligations you accept under the Terms, then you may not access or use the Service.
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.
In addition, you represent to us that you and your financial institutions, or any party that owns or controls you or your financial institutions, are: (i) 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 United States of America (“United States”, “U.S.” or “US”) Government (e.g., 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 People’s Republic of China (“PRC”), Hong Kong Special Administrative Region of the PRC (“Hong Kong”) or other applicable government authority and (ii) not located in any country or territory subject to a comprehensive sanctions program implemented by the United States, the European Union or its Member States, PRC or Hong Kong. You further represent to us that you are not a resident or national of, or located in, any Restricted Country. “Restricted Country” means: (i) a country, territory, or jurisdiction which is subject to sanctions or embargoes by the United States, the European Union, the United Nations, PRC, Hong Kong and/or any other jurisdictions in which you are subject to; and (ii) any of the following jurisdictions: Afghanistan, Algeria, Bangladesh, Burundi, Cambodia, Cuba, Democratic People’s Republic of North Korea, Iraq, Islamic Republic of Iran, Kyrgyzstan, Libya, Morocco, Nepal, Pakistan, Russia, South Sudan, Sudan (North), Syria, Tunisia, and Turkey. You undertake that you will not use the Service to send stablecoins or any other digital assets to any person or entity that is a resident or national of, or located in, any Restricted Country.
The Service.
Generally.
You may access and use the Service 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 Service.
Application of Terms.
These Terms apply to your access and use of the App and the Services. You hereby agree and acknowledge that, by using the App and/or the Services and/or opening or applying to open an account, you are entering into a binding contract with us and shall be deemed to have read, understood and agreed to be bound by these Terms, together with any other terms, documents and contents relating to our provisions and your use of the Services, including any amendments, modifications and supplementations hereto from time to time as notified to you by published on the App or otherwise in accordance with the provisions of these Terms. If you continue to use or access the App or any Services after the effective date of such amendments, modifications and supplementations (which shall be the date of which such amendments, modifications and supplementations are notified to you unless otherwise specified by us), you shall be deemed to have accepted and agreed to be bound by these Terms so amended, modified or supplemented. If you do not agree to be bound by these Terms (as amended, modified or supplemented from time to time), you are not authorized to use or access the App or the Services, and you are required to immediately cease and discontinue any use or access of the App and the Services. Nothing in these Terms is intended to constitute any legal, financial or other advice to you in any regard. You acknowledge that you have been asked to seek independent professional advice from your own legal, tax and other professional advisors on matters relating to these Terms and the Services, and have had the opportunity to do so before entering into these Terms.
Service and Access.
The Service consists of the App, an application that facilitates your interaction with the Protocol, including features such as account creation, and virtual wallet generation. The Service is generally accessed through the App.
Third-Party Content.
In certain aspects of the Service, Third-Party Content may be used by you at your election. Third-Party Content is governed by this Agreement and, if applicable, separate terms and conditions accompanying such Third-Party Content, which may include separate fees and charges.
Third-Party Services.
When you use our Service, you may also be using the products or services of one or more third parties, such as blockchain networks, stablecoin issuers, or on-ramp/off-ramp providers. Your use of these third-party services may be subject to the separate policies, terms of use, and fees of these third parties. We do not provide on-ramp or off-ramp services for fiat-to-stablecoin or stablecoin-to-fiat conversions and are not responsible for any such third-party services.
Changes
To the Service.
We may change or discontinue any or all of the Service or change or remove functionality of any or all of the Service from time to time. We will use commercially reasonable efforts to communicate to you any material change or discontinuation of the Service through the App or public communication channels.
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 App or other public channels. Your continued use of or access to the Service following the posting of any changes to this Agreement constitutes acceptance of those changes.
Your Responsibilities.
Eligibility
You are eligible to open an Account and use the Platform and the Services only if:
you are of legal age under the laws of the jurisdiction in which you are domiciled and are of sound mind to enter into a binding contract;
you are not a citizen, resident or tax resident of a Restricted Country;
you are not prohibited by any applicable law from opening an Account or using or accessing the App and the Services;
you confirm that you have read, understood and agreed to these Terms;
you are not included on, or affiliated with any Person on, the Unite States Commerce Department’s Denied Persons List, Entities List, or Unverified List; the U.S Department of the Treasury’s Specially Designated Nationals and Blocked Persons List Specially Designated Narcotics Traffickers or Specially Designated Terrorists, or the Annex to Executive Order No. 13224; the Department of State’s Debarred List; or UN Sanctions;
you are not a citizen or resident of or located in, or a legal entity formed or incorporated within or subject to the laws of any Restricted Country;
you are not a person identified as a terrorist organization on any other relevant lists maintained by any governmental authority;
you are not a person acting, directly or indirectly, in contravention of any applicable laws;
you are not a person that has been involved at any time in any type of activity associated with money laundering or terrorist financing or any other applicable anti-corruption or anti bribery statute or has been subject to any investigation or sanction by, or a request for information from, any governmental authority relating to money laundering, terrorist financing, corruption, or bribery in any jurisdiction or under any applicable laws; and
you are not a person that is a politically exposed person (“PEP”) as defined by the Financial Action Task Force (or such similar person under any applicable laws) as an individual who is or has been entrusted with a prominent public function or an immediate family member or close associate of a PEP or any corporation, business or other entity that has been formed by, or for the benefit of, a PEP or any immediate family member or close associate of a PEP.
By entering into these Terms, you confirm, represent and undertake that you satisfy each of the conditions set out above.
Your Accounts
For those aspects of the Service that require an account, and except to the extent caused by our breach of this Agreement, (a) you are responsible for all activities that occur under your account, regardless of whether the activities are authorized 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 unauthorized access to your account, including any access that occurred as a result of fraud, phishing, or other criminal activity perpetrated by third parties.
Your Use
You are responsible for all activities that occur through your use of those aspects of the Service that do not require an account, except to the extent caused by our breach of this Agreement, regardless of whether the activities are authorized by you or undertaken by you, your employees, or a third party (including your contractors, agents, or other End Users). We and our affiliates are not responsible for unauthorized access that may occur during your use of the Service, including any access that occurred as a result of fraud, phishing, or other criminal activity perpetrated by third parties. You will ensure that your use of the Service does not violate any applicable law.
Your Security and Backup
You are solely responsible for properly configuring and using the Service 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. This includes your obligation under this Agreement to record and securely maintain any passwords, backup security phrases, or private keys that relate to your use of the Service, including any virtual wallets generated through the App or Protocol. You acknowledge that you will not share with us nor any other third party any password, backup/seed phrase, or private key that relates to your use of the Service, and that we will not be held responsible if you do share any such phrase, password, or key. We cannot guarantee that your account can be recovered in the event of loss of your password or other access credentials, and we accept no liability for any such loss or inability to recover your account. The Protocol is non-custodial, and you retain full control and custody of any stablecoins or assets you deposit or transfer via the Protocol.
Log-In Credentials and API Authentication.
To the extent we provide you with log-in credentials and API authentication generated by the Service (such as for merchant integration with the App), 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. You are solely responsible for maintaining the confidentiality of your account password.
Applicability to Service.
For the avoidance of doubt, the terms of this Section 3 are applicable to the Service, including the App, any accounts or virtual wallets you create through the App, and interactions with third-party services such as decentralized applications or blockchain-based accounts.
User Onboarding and Payments.
When using the App to interact with the Protocol, you are responsible for providing accurate information (e.g., email addresses or phone numbers for transfers). When using the Service to send payments, you are solely responsible for ensuring that the payment is sent to the correct email address or other identifier. Payments executed via the Protocol are irreversible, and we accept no liability for any losses resulting from payments sent to incorrect recipients. Transfers via the Protocol are executed autonomously by smart contracts without our intervention, and you acknowledge that such transfers are irreversible. You must comply with all applicable laws regarding stablecoin transfers, including any restrictions on cross-border transactions. You are solely responsible for ensuring your use complies with laws in your jurisdiction.
Fees and Payment.
The Service is currently provided free of charge. However, you may incur third-party fees, such as gas fees on blockchain networks or transaction fees charged by third-party providers, for which we are not responsible. Each party will be responsible, as required under applicable law, for identifying and paying all taxes and other governmental fees and charges (and any penalties, interest, and other additions thereto) that are imposed on that party upon or with respect to the transactions under this Agreement. We reserve the right to withhold taxes where required.
Temporary Suspension; Limiting API Requests.
Generally.
We may suspend your right to access or use any portion or all of the Service immediately if we determine: (a) your use of the Service (i) poses a security risk to the Service or any third party, (ii) could adversely impact our systems, the Service, or the systems of any other user, (iii) could subject us, our affiliates, or any third party to liability, or (iv) could be unlawful; (b) you are, or any End User is, in breach of this Agreement; (c) 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, reorganization, liquidation, dissolution, or similar proceeding.
Effect of Suspension.
If we suspend your right to access or use any portion or all of the Service, you will not be entitled to any period of suspension.
Limiting API Requests.
If applicable to a particular aspect of the Service (e.g., merchant API integration), we retain sole discretion to limit your usage of the Service (including without limitation by limiting the number of API requests you may submit (“API Requests”)) at any time.
Term; Termination
Termination for Convenience.
You may terminate this Agreement for any reason by ceasing use of the Service.
Termination for Cause.
(i). 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 notice by the other party.
(ii) By Us.
We may also terminate this Agreement immediately (A) for cause 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 Service expires, terminates, or requires us to change the way we provide the software or other technology as part of the Service, or (C) in order to avoid undue risk of violating the law.
Effect of Termination.
Upon the Termination Date: (i) all your rights under this Agreement immediately terminate; and (ii) the terms and conditions 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 favor they operate. For instance, despite this Agreement between you and us terminating, any dispute raised after you stop accessing or using the Service will be subject to the applicable provisions of this Agreement if that dispute relates to your prior access or use. For any use of the Service after the Termination Date, the terms of this Agreement will again apply.
Proprietary Rights
Your Content.
Depending on the Service, 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. You consent to our use of Your Content to provide the Service to you. The Protocol encrypts user information on-chain, and we do not access or control your stablecoins or private data.
Service License.
We or our licensors own all right, title, and interest in and to the Service, 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 Service solely in accordance with this Agreement; and (b) copy and use Our Content solely in connection with your permitted use of the Service. Except as provided in this Section 7.2, you obtain no rights under this Agreement from us, our affiliates, or our licensors to the Service, including any related intellectual property rights. Some of Our Content and Third-Party Content may be provided to you under a separate license, such as an open-source 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 Service in any manner or for any purpose other than as expressly permitted by this Agreement. Except as authorized, 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 Service (except to the extent Content included in the Service is provided to you under a separate license that expressly permits the creation of derivative works), (b) reverse engineer, disassemble, or decompile the Service or apply any other process or procedure to derive the source code of any software included in the Service (except to the extent applicable law doesn’t allow this restriction), (c) access or use the Service in a way intended to avoid incurring fees or exceeding usage limits or quotas, (d) use scraping techniques to mine or otherwise scrape data, or (e) resell or sublicense the Service 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 endeavors). You will not imply any relationship or affiliation between us and you except as expressly permitted by this Agreement. You may not use the Service to transfer stablecoins that constitute securities or to engage in any activity that violates sanctions or export controls.
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.
Indemnification
General.
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: (i) breach of this Agreement or violation of applicable law by you or any End User; (i) your or any End User’s use of the Service, including any transactions involving stablecoins, cryptocurrencies, payments, or any activities that may violate sanctions, export controls, anti-money laundering laws, or any other applicable regulations; (iii) a dispute between you and any of your customers or users. You will reimburse us for all attorneys’ fees and expenses associated with claims described in (i), (ii), and (iii) above.
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.
Intellectual Property.
Subject to the limitations in this Section 8, you will defend us, our 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.
Neither party will have obligations or liability under this Section 8.2 arising from infringement by your combining the Service with any other product, service, software, data, content, or method. In addition, we will have no obligations or liability arising from your use of the Service after we have notified you to discontinue such use. The remedies provided in this Section 8.2 are the sole and exclusive remedies for any third-party claims of infringement or misappropriation of intellectual property rights by the Service or by Your Content.
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.
DISCLAIMER.
THE SERVICE IS 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 SERVICE OR THE THIRD-PARTY CONTENT, 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 SERVICE OR THIRD-PARTY CONTENT WILL BE UNINTERRUPTED, ERROR-FREE, OR FREE OF HARMFUL COMPONENTS, AND (IV) THAT ANY CONTENT WILL BE SECURE OR NOT OTHERWISE LOST OR ALTERED. THE PROTOCOL IS A SET OF SMART CONTRACTS THAT EXECUTE AUTONOMOUSLY, AND WE DO NOT CONTROL OR INTERVENE IN TRANSACTIONS. YOU AGREE THAT ANY BREACH OF LAWS OR REGULATIONS RELATED TO CRYPTOCURRENCIES, STABLECOINS, DIGITAL ASSETS, PAYMENTS, SANCTIONS, EXPORT CONTROLS, ANTI-MONEY LAUNDERING, COUNTER-TERRORISM FINANCING, OR ANY OTHER RELATED MATTERS IS SOLELY YOUR RESPONSIBILITY AND LIABILITY, AND WE SHALL HAVE NO LIABILITY WHATSOEVER FOR ANY SUCH BREACHES BY YOU OR ANY END USER.
RISKS.
OUR SERVICE RELIES ON EMERGING TECHNOLOGIES, SUCH AS ETHEREUM AND OTHER BLOCKCHAIN PROTOCOLS. THE SERVICE IS 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. BY USING THE SERVICE, 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 PROTOCOL UPGRADES, AND THAT YOU HAVE A WORKING KNOWLEDGE OF THE USAGE AND INTRICACIES OF STABLECOINS SUCH AS USDC, USDT, AND OTHER DIGITAL ASSETS. IN PARTICULAR, YOU UNDERSTAND THAT WE DO NOT OPERATE ANY 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 A PROTOCOL MAY RESULT IN LOSSES IF YOUR PARTICIPATION VIOLATES CERTAIN PROTOCOL RULES, THAT BLOCKCHAIN-BASED TRANSACTIONS ARE IRREVERSIBLE, THAT YOUR PRIVATE KEY AND BACKUP SEED PHRASE MUST BE KEPT SECRET AT ALL TIMES, THAT WE WILL NOT STORE A BACKUP OF, NOR WILL BE ABLE TO DISCOVER OR RECOVER, YOUR PRIVATE KEY OR BACKUP SEED PHRASE, AND THAT YOU ARE SOLELY RESPONSIBLE FOR ANY APPROVALS OR PERMISSIONS YOU PROVIDE BY CRYPTOGRAPHICALLY SIGNING BLOCKCHAIN MESSAGES OR TRANSACTIONS.
YOU FURTHER UNDERSTAND AND ACCEPT THAT STABLECOINS AND 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 COSTS MAY INCREASE DRAMATICALLY AT ANY TIME, AND THAT COST AND SPEED ARE NOT WITHIN OUR CAPABILITY 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 WE DO NOT CONTROL ANY BLOCKCHAIN PROTOCOL, NOR DO WE CONTROL ANY SMART CONTRACT THAT IS NOT OTHERWISE OFFERED BY US AS PART OF THE SERVICE. YOU UNDERSTAND AND ACCEPT THAT WE DO NOT CONTROL AND ARE NOT RESPONSIBLE FOR ANY TRANSITION OF BLOCKCHAIN PROTOCOLS (E.G., TO PROOF OF STAKE). YOU AGREE THAT YOU ALONE, AND NOT US, ARE 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 WE ARE NOT RESPONSIBLE FOR THE REGULATORY STATUS OR TREATMENT OF ANY STABLECOINS OR DIGITAL ASSETS THAT YOU MAY ACCESS OR TRANSACT WITH USING THE SERVICE. YOU EXPRESSLY ASSUME FULL RESPONSIBILITY FOR ALL OF THE RISKS OF ACCESSING AND USING THE SERVICE TO INTERACT WITH BLOCKCHAIN PROTOCOLS. WE DO NOT PROVIDE ANY ON-RAMP OR OFF-RAMP SERVICES, AND ANY LINKS OR PORTALS TO THIRD-PARTY PROVIDERS ARE PROVIDED FOR CONVENIENCE ONLY; WE ARE NOT RESPONSIBLE FOR SUCH THIRD PARTIES. YOU AGREE THAT ANY BREACH OF LAWS OR REGULATIONS RELATED TO CRYPTOCURRENCIES, STABLECOINS, DIGITAL ASSETS, PAYMENTS, SANCTIONS, EXPORT CONTROLS, ANTI-MONEY LAUNDERING, COUNTER-TERRORISM FINANCING, OR ANY OTHER RELATED MATTERS IS SOLELY YOUR RESPONSIBILITY AND LIABILITY, AND WE SHALL HAVE NO LIABILITY WHATSOEVER FOR ANY SUCH BREACHES BY YOU OR ANY END USER.
Limitations of Liability
Limitation of Liability.
In no event shall the aggregate liability of ZooFi Labs Limited, its affiliates, and each of their respective employees, officers, directors, and representatives, arising out of or related to this Agreement exceed $10. This limitation will apply whether an action is in contract or tort and regardless of the theory of liability. NOTWITHSTANDING ANYTHING TO THE CONTRARY, WE AND OUR AFFILIATES SHALL HAVE NO LIABILITY WHATSOEVER FOR ANY BREACHES BY YOU OR ANY END USER OF LAWS OR REGULATIONS RELATED TO CRYPTOCURRENCIES, STABLECOINS, DIGITAL ASSETS, PAYMENTS, SANCTIONS, EXPORT CONTROLS, ANTI-MONEY LAUNDERING, COUNTER-TERRORISM FINANCING, OR ANY OTHER RELATED MATTERS.
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 and Dispute Resolution.
This Agreement shall be construed in accordance with, and governed in all respects by, the laws of the Hong Kong (without giving effect to principles of conflicts of laws).
Any dispute, controversy or claim arising out of or relating to this Agreement, or the breach, termination or invalidity thereof, shall be settled by arbitration at the Hong Kong International Arbitration Centre (the “HKIAC”) in accordance with the HKIAC Administered Arbitration Rules as at present in force and as may be amended by the rest of this provision. There shall be one (1) arbitrator and the appointing authority shall be HKIAC. The place of arbitration shall be in Hong Kong at HKIAC. The language to be used in the arbitral proceedings shall be English. The seat of arbitration shall be Hong Kong.
Miscellaneous
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 12.1 will be void. We may assign this Agreement without your consent; 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.
DAOs.
As a blockchain-native company, we may interact with and provide the Service to DAOs. Due to the unique nature of DAOs, to the extent the DAO votes in favor of and/or accepts the Service from us, the DAO has acknowledged and agreed to these Terms in their entirety.
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.
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.
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 may apply relevant to your jurisdiction (e.g., U.S., EU, PRC, Hong Kong). For clarity, you are solely responsible for compliance related to the manner in which you choose to use the Service. You may not use the Service if you are the subject of sanctions or of sanctions consistent with applicable law imposed by the governments of the country or territory where you are using the Service.
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.
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.
To You.
We may provide any notice to you under this Agreement using commercially reasonable means, including: (i) posting a notice on the App; (ii) sending a message to the email address then associated with your account; or (iii) using public communication channels. Notices we provide by posting on the App 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.
To Us.
To give us notice under this Agreement, you must contact us by email at [email address].
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.
Definitions
In these Terms, unless otherwise defined herein, capitalized terms shall have the following meanings
“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 Service:
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 applicable copyright laws);
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 Service, or the equipment used to provide the Service, by customers, authorized resellers, or other authorized users;
to disable, interfere with, or circumvent any aspect of the Service (for example, any thresholds or limits);
to generate, distribute, publish, or facilitate unsolicited mass email, promotions, advertising, or other solicitations; or
to use the Service, or any interfaces provided with the Service, to access any other product or service in a manner that violates the terms of service of such other product or service.
“API” means an application program interface.
“App” means the web application developed by us to facilitate interaction with the Protocol, including features such as account creation, virtual wallet generation, and stablecoins transfer.
“Content” means any data, text, audio, video, or images, software (including machine images), and any documentation.
“DAO” means Decentralized Autonomous Organization.
“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 Service under your account.
“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 Service.
“Our Marks” means any trademarks, service marks, service or trade names, logos, and other designations of ZooFi Labs Limited and our affiliates or licensors that we may make available to you in connection with this Agreement.
“Service” means the App, and any other features, tools, materials, or services offered through the App from time to time, by us or our affiliates.
“Policies” means the Acceptable Use Policy, Privacy Policy, any supplemental policies or addendums applicable to the 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 available on the App, as may be updated by us from time to time.
“Protocol” means the smart contract protocol for non-custodial stablecoin transfers using identifiers such as email, phone, or QR codes.
“Suggestions” means all suggested improvements to the Service that you provide to us.
“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 in the App or in conjunction with the Service.
“Your Content” means content that you or any End User transfers to us, stores, or hosts via the Service in connection with your account and any computational results that you or any End User derive from the foregoing through their use of the Service, excluding however any information submitted to a blockchain protocol for processing.
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