Zircuid DEX Terms And Conditions

Last modified: 1 September, 2024

These Terms and Conditions (the "Agreement") explain the terms and conditions by which you may access and use https://zircuitdex.com and any subdomains associated with the Website (collectively, the "Website"). You must read this Agreement carefully as it governs your use of the Website. By accessing or using the Website, you signify that you have read, understand, and agree to be bound by this Agreement in its entirety. If you do not agree, you are not authorized to access or use the Website and should not use the Website.

NOTICE: This Agreement contains important information, including a binding arbitration provision and a class action waiver, both of which impact your rights as to how disputes are resolved. The Website is only available to you — and you should only access the Website — if you agree completely with these terms.

Definitions‍

"Account" means a virtual account on the Platform.

"AML/CFT" means Anti-Money laundering and combating the Financing of Terrorism

"Applicable Law" means any acts, statutes, regulations, ordinance, treaties, guidelines, policies issued by any governmental organizations, or regulatory bodies, including but not limited to the Saint Vincent and the Grenadines Laws.

"ZDEX token" means a cryptographic digital token and a software-created and released by the Company. ZDEX token grants access to Services and features offered by the Platform.

"Content" means all contents of the Platform, including any logos, identifying marks, images, illustrations, designs, icons, photographs, videos, text and other written and multimedia materials, and requirement, product, services, advertising material, software, code as well as any data, files, archives, folders or downloads available on the Platform.

"Know Your Customer or KYC" means the process of collecting and verifying User's information and documentation as required according to AML/CFT rules and Applicable Law.

"Platform" means a computer program with relevant user interfaces available on website https://zircuitdex.com/, and any related software made available for access to use the Services.

"Projects" means IDO projects placed on the Platform in which Users can participate if certain conditions are met.

"Prohibited Jurisdictions" means Democratic People's Republic of Korea, Iran, Myanmar, United States, Syria, Central African Republic, Democratic Republic of Congo, Eritrea, Guinea-Bissau, Iraq, Lebanon, Libya, Mali, Somalia, South Sudan, Sudan, Yemen or other country or territory included in the OFAC or any other UN, EU or other applicable sanctions list.

"Services" means services available on the Platform as described in these Terms

"User" means person who signed up with an Account on the Platform.

"Wallet" means a service which can be used for the purpose of keeping, storing and transferring Cryptocurrency and other tokens.

"Cryptocurrency" means a digital representation of value that can be digitally traded, or transferred, and can be used for payment or investment purposes. Virtual assets do not include digital representations of fiat currencies, securities and other corresponding financial assets.

1. Introduction

The Website provides access to a decentralized protocol on various public blockchains, including but not limited to Ethereum, that allows users to trade certain compatible digital assets ("the Zircuit DEX protocol" or the "Protocol"), among other services. The Website is one, but not the exclusive, means of accessing the Protocol.

To access the Website, you must use non-custodial wallet software, which allows you to interact with public blockchains. Your relationship with that non-custodial wallet provider is governed by the applicable terms of service of that third party, not this Agreement. Wallets are not operated by, maintained by, or affiliated with us, and we do not have custody or control over the contents of your wallet and have no ability to retrieve or transfer its contents. By connecting your wallet to our Website, you agree to be bound by this Agreement and all of the terms incorporated herein by reference.

2. Modification of this Agreement

We reserve the right, in our sole discretion, to modify this Agreement from time to time. If we make any material modifications, we will notify you by updating the date at the top of the Agreement and by maintaining a current version of the Agreement at https://zircuitdex.com/terms-conditions. All modifications will be effective when they are posted, and your continued accessing or use of the Website will serve as confirmation of your acceptance of those modifications. If you do not agree with any modifications to this Agreement, you must immediately cease accessing and using the Website.

3. Description of Services provided through the Website

The Website provides a web or mobile-based means of accessing the Protocol. The Website is distinct from the Protocol and is one, but not the exclusive, means of accessing the Protocol. The Protocol itself comprises open-source or source-available self-executing smart contracts that are deployed on various public blockchains, such as Ethereum. Zircuit DEX does not control or operate the Protocol on any blockchain network. By using the Website, you understand that you are not buying or selling digital assets from us and that we do not operate any liquidity pools on the Protocol or control trade execution on the Protocol. When traders pay fees for trades, those fees accrue to liquidity providers for the Protocol. As a general matter, the Zircuit DEX team is not a liquidity provider into Protocol liquidity pools and liquidity providers are independent third parties.

4. Eligibility

To access or use the Website, you must be able to form a legally binding contract with us. Accordingly, you represent that you are at least the age of majority in your jurisdiction (e.g., 18 years old in the United States) and have the full right, power, and authority to enter into and comply with the terms and conditions of this Agreement on behalf of yourself and any company or legal entity for which you may access or use the Website.

You further represent that you are not (a) the subject of economic or trade sanctions administered or enforced by any governmental authority or otherwise designated on any list of prohibited or restricted parties (including but not limited to the list maintained by the Office of Foreign Assets Control of the U.S. Department of the Treasury) or (b) a citizen, resident, or organized in a jurisdiction or territory that is the subject of comprehensive country-wide, territory-wide, or regional economic sanctions by the United States. Finally, you represent that your access and use of the Website will fully comply with all applicable laws and regulations, and that you will not access or use the Website to conduct, promote, or otherwise facilitate any illegal activity.

5. Intellectual Property Rights

Zircuit DEX owns all intellectual property and other rights in the Website and its contents, including (but not limited to) software, text, images, trademarks, service marks, copyrights, patents, designs, and its "look and feel." Unlike the Website, the Protocol is comprised entirely of open-source or source-available software running on public blockchains.

6. Additional Rights

We reserve the following rights, which do not constitute obligations of ours: (a) with or without notice to you, to modify, substitute, eliminate or add to the Website; (b) to review, modify, filter, disable, delete and remove any and all content and information from the Website; and (c) to cooperate with any law enforcement, court or government investigation or order or third party requesting or directing that we disclose information or content or information that you provide.

7. Prohibited Activity

You agree not to engage in, or attempt to engage in, any of the following categories of prohibited activity in relation to your access and use of the Website:

a. Intellectual Property Infringement. Activity that infringes on or violates any copyright, trademark, service mark, patent, right of publicity, right of privacy, or other proprietary or intellectual property rights under the law.

b. Cyberattack. Activity that seeks to interfere with or compromise the integrity, security, or proper functioning of any computer, server, network, personal device, or other information technology system, including (but not limited to) the deployment of viruses and denial of service attacks.

c. Fraud and Misrepresentation. Activity that seeks to defraud us or any other person or entity, including (but not limited to) providing any false, inaccurate, or misleading information in order to unlawfully obtain the property of another.

d. Market Manipulation. Activity that violates any applicable law, rule, or regulation concerning the integrity of trading markets, including (but not limited to) the manipulative tactics commonly known as "rug pulls", pumping and dumping, and wash trading.

e. Securities and Derivatives Violations. Activity that violates any applicable law, rule, or regulation concerning the trading of securities or derivatives, including (but not limited to) the unregistered offering of securities and the offering of leveraged and margined commodity products to retail customers in the United States.

f. Sale of Stolen Property. Buying, selling, or transferring of stolen items, fraudulently obtained items, items taken without authorization, and/or any other illegally obtained items.

g. Data Mining or Scraping. Activity that involves data mining, robots, scraping, or similar data gathering or extraction methods of content or information from the Website.

h. Objectionable Content. Activity that involves soliciting information from anyone under the age of 18 or that is otherwise harmful, threatening, abusive, harassing, tortious, excessively violent, defamatory, vulgar, obscene, pornographic, libelous, invasive of another's privacy, hateful, discriminatory, or otherwise objectionable.

i. Any Other Unlawful Conduct. Activity that violates any applicable law, rule, or regulation of the United States or another relevant jurisdiction, including (but not limited to) the restrictions and regulatory requirements imposed by U.S. law.

8. Not Registered with the SEC or Any Other Agency

We are not registered with the U.S. Securities and Exchange Commission as a national securities exchange or in any other capacity. You understand and acknowledge that we do not broker trading orders on your behalf. We also do not facilitate the execution or settlement of your trades, which occur entirely on the public distributed blockchains like Ethereum, Polygon, Optimism, Zircuit, BNB chain. As a result, we do not (and cannot) guarantee market best pricing or best execution through the Website or when using our Smart Router feature, which routes trades across liquidity pools on the Protocol only. Any references in the Website to "best price" do not constitute a representation or warranty about pricing available through the Website, on the Protocol, or elsewhere.

9. Non-Solicitation; No Investment Advice

You agree and understand that: (a) all trades you submit through the Website are considered unsolicited, which means that they are solely initiated by you; (b) you have not received any investment advice from us in connection with any trades, including those you place via our Smart Router API; and (c) we do not conduct a suitability review of any trades you submit.

We may provide information about tokens in the Website sourced from third-party data partners through features such as rarity scores, token explorer or token lists. We may also provide warning labels for certain tokens. The provision of informational materials does not make trades in those tokens solicited; we are not attempting to induce you to make any purchase as a result of information provided. All such information provided by the Website is for informational purposes only and should not be construed as investment advice or a recommendation that a particular token is a safe or sound investment. You should not take, or refrain from taking, any action based on any information contained in the Website. By providing token information for your convenience, we do not make any investment recommendations to you or opine on the merits of any transaction or opportunity. You alone are responsible for determining whether any investment, investment strategy or related transaction is appropriate for you based on your personal investment objectives, financial circumstances, and risk tolerance.

10. Non-Custodial and No Fiduciary Duties

The Website is a purely non-custodial application, meaning we do not ever have custody, possession, or control of your digital assets at any time. It further means you are solely responsible for the custody of the cryptographic private keys to the digital asset wallets you hold and you should never share your wallet credentials or seed phrase with anyone. We accept no responsibility for, or liability to you, in connection with your use of a wallet and make no representations or warranties regarding how the Website will operate with any specific wallet. Likewise, you are solely responsible for any associated wallet and we are not liable for any acts or omissions by you in connection with or as a result of your wallet being compromised.

This Agreement is not intended to, and does not, create or impose any fiduciary duties on us. To the fullest extent permitted by law, you acknowledge and agree that we owe no fiduciary duties or liabilities to you or any other party, and that to the extent any such duties or liabilities may exist at law or in equity, those duties and liabilities are hereby irrevocably disclaimed, waived, and eliminated. You further agree that the only duties and obligations that we owe you are those set out expressly in this Agreement.

11. Compliance and Tax Obligations

The Website may not be available or appropriate for use in your jurisdiction. By accessing or using the Website, you agree that you are solely and entirely responsible for compliance with all laws and regulations that may apply to you.

Specifically, your use of the Website or the Protocol may result in various tax consequences, such as income or capital gains tax, value-added tax, goods and services tax, or sales tax in certain jurisdictions. It is your responsibility to determine whether taxes apply to any transactions you initiate or receive and, if so, to report and/or remit the correct tax to the appropriate tax authority.

12. Assumption of Risk

By accessing and using the Website, you represent that you are financially and technically sophisticated enough to understand the inherent risks associated with using cryptographic and blockchain-based systems, and that you have a working knowledge of the usage and intricacies of digital assets such as ether (ETH), so-called stablecoins, and other digital tokens such as those following the Ethereum Token Standard (ERC-20), or standards of any other digital tokens which are transacted on Zircuit DEX.

In particular, you understand that the markets for these digital assets are nascent and highly volatile due to risk factors including (but not limited to) adoption, speculation, technology, security, and regulation. You understand that anyone can create a token, including fake versions of existing tokens and tokens that falsely claim to represent projects, and acknowledge and accept the risk that you may mistakenly trade those or other tokens. So-called stablecoins may not be as stable as they purport to be, may not be fully or adequately collateralized, and may be subject to panics and runs.

Further, you understand that smart contract transactions automatically execute and settle, and that blockchain-based transactions are irreversible when confirmed. You acknowledge and accept that the cost and speed of transacting with cryptographic and blockchain-based systems such as Ethereum are variable and may increase dramatically at any time. You further acknowledge and accept the risk of selecting to trade in Expert Modes, which can expose you to potentially significant price slippage and higher costs.

If you act as a liquidity provider to the Protocol through the Website, you understand that your digital assets may lose some or all of their value while they are supplied to the Protocol through the Website due to the fluctuation of prices of tokens in a trading pair or liquidity pool.

In summary, you acknowledge that we are not responsible for any of these variables or risks, do not own or control the Protocol, and cannot be held liable for any resulting losses that you experience while accessing or using the Website. Accordingly, you understand and agree to assume full responsibility for all of the risks of accessing and using the Website to interact with the Protocol.

13. Third-Party Resources and Promotions

The Website may contain references or links to third-party resources, including (but not limited to) information, materials, products, or services, that we do not own or control. In addition, third parties may offer promotions related to your access and use of the Website. We do not approve, monitor, endorse, warrant or assume any responsibility for any such resources or promotions. If you access any such resources or participate in any such promotions, you do so at your own risk, and you understand that this Agreement does not apply to your dealings or relationships with any third parties. You expressly relieve us of any and all liability arising from your use of any such resources or participation in any such promotions.

14. Release of Claims

You expressly agree that you assume all risks in connection with your access and use of the Website. You further expressly waive and release us from any and all liability, claims, causes of action, or damages arising from or in any way relating to your use of the Website.

15. Indemnity

You agree to hold harmless, release, defend, and indemnify us and our officers, directors, employees, contractors, agents, affiliates, and subsidiaries from and against all claims, damages, obligations, losses, liabilities, costs, and expenses arising from: (a) your access and use of the Website; (b) your violation of any term or condition of this Agreement, the right of any third party, or any other applicable law, rule, or regulation; and (c) any other party's access and use of the Website with your assistance or using any device or account that you own or control.

16. No Warranties

The Website is provided on an "AS IS" and "AS AVAILABLE" basis. TO THE FULLEST EXTENT PERMITTED BY LAW, WE DISCLAIM ANY REPRESENTATIONS AND WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING (BUT NOT LIMITED TO) THE WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. You acknowledge and agree that your use of the Website is at your own risk. We do not represent or warrant that access to the Website will be continuous, uninterrupted, timely, or secure; that the information contained in the Website will be accurate, reliable, complete, or current; or that the Website will be free from errors, defects, viruses, or other harmful elements. No advice, information, or statement that we make should be treated as creating any warranty concerning the Website. We do not endorse, guarantee, or assume responsibility for any advertisements, offers, or statements made by third parties concerning the Website.

Similarly, the Protocol is provided "AS IS", at your own risk, and without warranties of any kind. Although we contributed to the initial code for the Protocol, we do not provide, own, or control the Protocol, which is run autonomously without any headcount by smart contracts deployed on various blockchains. Upgrades and modifications to the Protocol are generally managed in a community-driven way. No developer or entity involved in creating the Protocol will be liable for any claims or damages whatsoever associated with your use, inability to use, or your interaction with other users of, the Protocol, including any direct, indirect, incidental, special, exemplary, punitive or consequential damages, or loss of profits, cryptocurrencies, tokens, or anything else of value. We do not endorse, guarantee, or assume responsibility for any advertisements, offers, or statements made by third parties concerning the Website.

17. Limitation of Liability

UNDER NO CIRCUMSTANCES SHALL WE OR ANY OF OUR OFFICERS, DIRECTORS, EMPLOYEES, CONTRACTORS, AGENTS, AFFILIATES, OR SUBSIDIARIES BE LIABLE TO YOU FOR ANY INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES, INCLUDING (BUT NOT LIMITED TO) DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA, OR OTHER INTANGIBLE PROPERTY, ARISING OUT OF OR RELATING TO ANY ACCESS OR USE OF THE INTERFACE, NOR WILL WE BE RESPONSIBLE FOR ANY DAMAGE, LOSS, OR INJURY RESULTING FROM HACKING, TAMPERING, OR OTHER UNAUTHORIZED ACCESS OR USE OF THE INTERFACE OR THE INFORMATION CONTAINED WITHIN IT. WE ASSUME NO LIABILITY OR RESPONSIBILITY FOR ANY: (A) ERRORS, MISTAKES, OR INACCURACIES OF CONTENT; (B) PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM ANY ACCESS OR USE OF THE INTERFACE; (C) UNAUTHORIZED ACCESS OR USE OF ANY SECURE SERVER OR DATABASE IN OUR CONTROL, OR THE USE OF ANY INFORMATION OR DATA STORED THEREIN; (D) INTERRUPTION OR CESSATION OF FUNCTION RELATED TO THE INTERFACE; (E) BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE THAT MAY BE TRANSMITTED TO OR THROUGH THE INTERFACE; (F) ERRORS OR OMISSIONS IN, OR LOSS OR DAMAGE INCURRED AS A RESULT OF THE USE OF, ANY CONTENT MADE AVAILABLE THROUGH THE INTERFACE; AND (G) THE DEFAMATORY, OFFENSIVE, OR ILLEGAL CONDUCT OF ANY THIRD PARTY.

18. Dispute Resolution

We will use our best efforts to resolve any potential disputes through informal, good faith negotiations. If a potential dispute arises, you must contact us by sending an email to legal@zircuitdex.com so that we can attempt to resolve it without resorting to formal dispute resolution. If we aren't able to reach an informal resolution within sixty days of your email, then you and we both agree to resolve the potential dispute according to the process set forth below.

Any claim or controversy arising out of or relating to the Website, this Agreement, or any other acts or omissions for which you may contend that we are liable, including (but not limited to) any claim or controversy as to arbitrability ("Dispute"), shall be finally and exclusively settled by arbitration under the Arbitration Rules of the International Chamber of Commerce. You understand that you are required to resolve all Disputes by binding arbitration. The arbitration shall be held on a confidential basis before a single arbitrator, who shall be selected pursuant to the ICC Rules. The arbitration will be held in London, United Kingdom, unless you and we both agree to hold it elsewhere. Unless we agree otherwise, the arbitrator may not consolidate your claims with those of any other party. Any judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction.

19. Class Action and Jury Trial Waiver

You must bring any and all Disputes against us in your individual capacity and not as a plaintiff in or member of any purported class action, collective action, private attorney general action, or other representative proceeding. This provision applies to class arbitration. You and we both agree to waive the right to demand a trial by jury.

20. Governing Law

You agree that the laws of Saint Vincent and the Grenadines, without regard to principles of conflict of laws, govern this Agreement and any Dispute between you and us. You further agree that the Website shall be deemed to be based solely in Saint Vincent and the Grenadines, and that although the Website may be available in other jurisdictions, its availability does not give rise to general or specific personal jurisdiction in any forum outside Saint Vincent and the Grenadines. Any arbitration conducted pursuant to this Agreement shall be governed by the ICC Arbitration Rules. You agree that the courts of Saint Vincent and the Grenadines are the proper forum for any appeals of an arbitration award or for court proceedings in the event that this Agreement's binding arbitration clause is found to be unenforceable.

21. Entire Agreement

These terms constitute the entire agreement between you and us with respect to the subject matter hereof. This Agreement supersedes any and all prior or contemporaneous written and oral agreements, communications and other understandings (if any) relating to the subject matter of the terms.

22. Gas Fees

Blockchain transactions require the payment of transaction fees to the appropriate network ("Gas Fees"). Except as otherwise expressly set forth in the terms of another offer by Zircuit DEX, you will be solely responsible to pay the Gas Fees for any transaction that you initiate.

By using the Zircuit DEX Website and services, you acknowledge that you have read, understood, and agreed to all of the terms and conditions set forth in this Agreement. If you do not agree with any part of this Agreement, you must not use the Website or any of its services.

23. ZDEX tokens

ZDEX tokens are a key element of the Platform and Services. ZDEX token is classified as the utility token designed to be used solely on the Platform. ZDEX tokens do not confer any rights, express or implied, other than the right to use ZDEX token as a means to participate in the Projects and Services, in a manner consistent with its purpose.

ZDEX tokens and any additional benefits related to it are not intended to be a digital currency, security, commodity, or any other financial instrument and they do not grant any corporate or corporate-like rights. ZDEX tokens are neither money nor legal tender/currency, whether fiat or otherwise. ZDEX tokens do not represent or confer any ownership right or stake, share or security or equivalent rights in the Company or any right to receive future revenue shares, intellectual property rights or any other form of participation in or relating to the Company. Holders of ZDEX tokens are not entitled to any form of dividend or any other revenue rights or voting rights in the Company. Holders of ZDEX tokens are only entitled to rights relating to the Platform and Services, subject to limitations and conditions in these Terms.

You acknowledge and agree that the Platform is in an early stage of development and may undergo significant changes over time. You understand and accept that an upgrade of ZDEX tokens may be required and that if you decide not to participate in such upgrade, you may no longer use ZDEX tokens and the non-upgraded ZDEX tokens may lose their functionality in full.

You acknowledge and agree to the following risks associated with accessing, purchasing, selling, using or holding ZDEX tokens:

  • risk of the legal ability of the Company to provide ZDEX tokens in some jurisdictions being hindered or eliminated by regulation or legal actions;
  • risk of unfavorable regulatory action in one or more jurisdictions which may affect the use, transfer, exchange, and value of ZDEX tokens;
  • risk of theft and hacking or other malicious attacks;
  • risk of security weaknesses of the Platform and code or any associated software and/or infrastructure;
  • risk of loss of total value of ZDEX tokens or the total loss of the full amount of the purchase price of ZDEX tokens;
  • risk of malfunction in the blockchain;
  • internet transmission risks;
  • any unanticipated risks associated with ZDEX tokens;
  • risk that the ZDEX token does not meet your expectations,
  • risk that transactions of ZDEX tokens may be irreversible.The price and liquidity of blockchain assets, including utility tokens, can be extremely volatile and may be subject to large fluctuations. Fluctuations in the price of other Cryptocurrency and assets could materially and adversely affect the ZDEX tokens, which may also be subject to significant price volatility. ZDEX tokens are not legal tender and are not backed by any government.

You agree and understand that you are solely responsible for determining the nature, potential value, suitability, and appropriateness of these risks for yourself. You agree and understand that the Company will not be responsible for any communication failures, disruptions, errors, distortions or delays you may experience when using utility tokens, however caused.

You acknowledge that you have been warned of the risks, associated with the Platform, ZDEX tokens, the Projects and other relevant technologies mentioned herein and agree to absolve, and hold the Company harmless from any and all liability for any damages occurring in relation to any of the risks below.

By accepting these Terms and purchasing ZDEX tokens, you expressly and finally acknowledge, accept and assume all of the risks set forth in herein. All risk of loss transfers to you upon purchase of ZDEX tokens.

24. Purchase and use of ZDEX tokens

During the periods provided on the Platform you may purchase ZDEX tokens solely for the purpose of using Platform features, Services, participation in the Projects and you are aware of the risks associated with activity. You are not purchasing ZDEX tokens for any other purpose including, without limitation, any investment, speculative or financial purpose.

You can purchase ZDEX tokens made available by the Company directly through the Platform. In order to purchase ZDEX tokens, you must also have a Wallet that is compatible with the supported blockchain network, sign your Wallet and provide the address. We reserve the right to prescribe additional guidance regarding specific Wallet requirements, and you hereby explicitly waive your right to request any reimbursements for any lost or misplaced payments or receipts of ZDEX tokens due to non-compliance with such guidelines. We are not responsible for any delays, losses, costs, non-delivery of ZDEX tokens, or other issues arising from your failing to provide a Wallet or providing an inaccurate or incomplete Wallet address.

The Company agrees to accept payment in native coin (ETH, BNB or MATIC) or USDT. The exchange rate shall be determined solely by the Company. The Company does not have any insight into or control over blockchain payments or transactions and the Company does not have the ability to reverse any transactions. Accordingly, the Company will have no liability to you or any third party for any claims or damages that may arise from any transactions that you engage in.

ZDEX tokens purchased on the Platform shall be distributed and delivered by as described on the Platform. Notwithstanding the preceding, the Company reserves the right to extend the deadline for delivery of the purchased ZDEX tokens for up to 72 hours, if this is deemed necessary to address any unanticipated technical difficulties and/or security issues.

The purchase price that you pay for ZDEX tokens is exclusive of all applicable taxes. You are solely responsible for determining what, if any, taxes apply to your purchase of ZDEX tokens, including, for example, sales, use, value-added, and similar taxes. It is also your responsibility to withhold, collect, report and remit the correct taxes to the appropriate tax authorities. We are not responsible for withholding, collecting, reporting or remitting any sales, use, value added or similar tax arising from your purchase of ZDEX tokens. You agree not to hold the Company or any Company Parties liable for any tax liability associated with or arising from the creation, ownership, use or liquidation of ZDEX tokens, or any other action or transaction.

Your purchase of ZDEX tokens is final, and there are no refunds or cancellations except as may be required by applicable law or regulation. To the greatest extent legally possible, you hereby waive any statutory or contractual right to withdraw from, or to rescind, the purchase made in accordance with these Terms. We reserve the right to refuse or cancel ZDEX token purchase requests at any time at our sole discretion.

By purchasing ZDEX tokens on behalf of a legal entity, you represent and warrant that such legal entity is duly organized and validly existing under the law of the jurisdiction of its organization and you are duly authorized by such a legal entity to act on its behalf and that such entity will be responsible for breach of these Terms by you or any other employee or agent of such entity.

By purchasing ZDEX tokens you also represent and warrant that:

  • you have sufficient understanding of utility tokens, their functionality, usage, transmission mechanisms and other material characteristics of utility tokens and token storage mechanisms (such as Wallets), smart contracts, blockchain technology, blockchain-based software, and distributed ledger technology to understand these Terms and to appreciate the risks and implications of purchasing ZDEX tokens;
  • you have obtained and was given sufficient information about ZDEX tokens to make an informed decision to acquire or/and purchase them;
  • your purchase of ZDEX token complies with Applicable Law and regulation in your jurisdiction;
  • you waive the right to participate in a class action lawsuit or a classwide arbitration against any entity or individual involved with the distribution and creation of ZDEX tokens, including, but not limited to the Company.ZDEX tokens allow to get access to tiered Projects. This access is subject to the terms outlined in each specific Project.

The company may provide special programs that allow you to get rewards, for example free ZDEX tokens, as incentives for your contribution to the Platform ecosystem and participation in Projects.

25. Miscellaneous

Severability. If any provision of these Terms is, for any reason, held to be invalid or unenforceable, the other provisions of these Terms will be unimpaired, and the invalid or unenforceable provision will be deemed modified so that it is valid and enforceable to the maximum extent permitted by Applicable Law.

Assignment. You may not assign or transfer any of your rights or obligations under these Terms without prior written consent from the Company. The Company may assign or transfer any or all of its rights under these Terms, in whole or in part, without obtaining your consent or approval.

No waiver. The Company's failure to assert any right or provision under these Terms shall not constitute a waiver of any such right or provision. No waiver shall be considered a further or continuing waiver of such term or any other term.

No partnership or agency. Our agreement does not create any form of partnership, joint venture, or similar relationship between the Parties. Except as otherwise provided herein, these Terms are intended solely for the benefit of the Parties and are not intended to confer third-party beneficiary rights upon any other person or entity.

Force Majeure. We will not be in breach of these Terms or liable for any delay or failure to perform any obligation under these Terms where the delay or failure results from any event, circumstance or cause beyond our reasonable control. The Parties agree that due to specific nature of blockchain field, the circumstances of force majeure shall in particular include also (but shall not be limited to) hacker attacks, market disturbances, change of laws or regulations, adverse regulatory or enforcement action of public authorities, technical failures and the like.

Governing Law and Jurisdiction. These Terms, your access to the Platform, use of the Services and other related activities will be governed by and construed in accordance with the laws of the Saint Vincent and the Grenadines.

Disputes. By agreeing to the Terms you agree that any dispute, claim or controversy arising out of or relating to these Terms or the existence, breach, termination, enforcement, interpretation or validity thereof, or your access o the Platform and use of the Services at any time, whether before or after the date you agreed to the Terms, will be settled by the courts of the Saint Vincent and the Grenadine. This will preclude you from bringing any class, collective, or representative action against us, and also preclude you from participating in or recovering relief under any current or future class, collective, consolidated, or representative action brought against us by someone else. Prior to filing any claims in accordance with this clause you undertake to send such a claim or request directly to the Company via email. You agree that you will not file any claims in accordance with this clause earlier than 30 (thirty) days after sending such a claim or request to the Company in accordance with this clause. Any claim, filed with the court contrary to the rules set out in this clause, shall be rejected immediately by the tribunal as premature.

Notices. We may provide any notice to you under these Terms by posting a notice on the Platform or sending an email to the email associated with you. Notices we provide by posting on the Platform will be effective upon posting, and notices we provide by email will be effective when we send the email.

Communication. All communications and notices to be made or given pursuant to these Terms must be written in the English language. You agree and acknowledge that all agreements, notices, disclosures, and other communications that we provide to you, including these Terms, will be provided in electronic form. You may contact us by email: team@zircuitdex.com.