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Terms of Service

This Nomination (“Token Exchange”) Agreement governs the legal relationship between ZAME and you (“Nominator”). This Agreement shall be used for Registering your wallet with ZAME for the purpose of Token Exchange as defined below and is not used for any other services offered by ZAME. Nominator represents that whether on personal behalf or for an institution or company that Nominator has authority to legally Register their wallet with ZAME and adhere to the terms listed in this Agreement.

BY REGISTERING YOUR WALLET ON ANY SUPPORTED WEBSITE YOU ARE CONSENTING TO BE BOUND BY, ASSENTING TO THE TERMS AND CONDITIONS OF, MAKING REPRESENTATIONS AND WARRANTIES SET FORTH IN, AND WILL BECOME A PARTY TO THIS NOMINATION AGREEMENT.

IF YOU DO NOT AGREE TO ALL OF THE TERMS AND CONDITIONS OF THE NOMINATION AGREEMENT, OR IF ANY OF THE REPRESENTATIONS AND WARRANTIES SET FORTH IN THE NOMINATION AGREEMENT IS INACCURATE AS APPLIED TO YOU, YOU MUST NOT REGISTER YOUR WALLET WITH OR OTHERWISE USE ZAME TOKEN EXCHANGE SERVICES.

1. Definitions

Terms used in this Agreement with their initial letters capitalized have the meanings ascribed to them in this section or where they are elsewhere defined in this Agreement. Any term defined in the singular will have the corresponding definition in the plural (and vice versa). As used in this Agreement:

  • a. “Agreement” means these Terms of Service and all Attachments.
  • b. “Confidential Information” means all non-public information disclosed by one party to the other in connection with this Agreement that the disclosing party marks as confidential or which the receiving party should reasonably know to be the confidential information of the other party.
  • c. “Effective Date” means the date that you Register your wallet with the ZAME Service.
  • d. “Token Exchange Service” means Tokens distributed by the Supported ZAME distribution algorithm.
  • e. “Nominator” means the Party using the Service to gain Token Exchange service.
  • f. “Party” means you or us, as applicable, and “Parties” means you and us collectively.
  • g. “Platform” means our technology platform and infrastructure that we use to perform the Service.
  • h. “Service” means our provision of validation services to Supported Networks, including, without limitation, producing and validating new blocks, processing transactions, and securing the network.
  • i. “Token Exchange” means use of the Service by Nominator to gain Token Exchange Service.
  • j. “Registered Wallet” means the ZilPay wallet address that Nominator has Registered with the Service.
  • k. “Supported Network” means any blockchain network for which our Platform is able to perform the Service.
  • l. “Supported Network Protocol” means the rules by which the Supported Network operates including but not limited to the process for Token Exchange, and the quantity and timing of Token Exchange Service.
  • m. “Token” means the underlying digital asset of the Supported Network.
  • n. “Website” means any website managed and maintained by ZAME in connection with Service including but not limited to thezame.app/sales

2. Responsibilities

a. During the Term (as Defined below) ZAME will provide the following:

  • i. The Service will be operated in a diligent and professional manner and in accordance with applicable industry standards.
  • ii. Reasonable security safeguards will be employed by ZAME to protect the integrity and availability of Service.

b. During the Term, Nominator shall provide the following;

  • i. Registered wallet to ZAME’s validator account when Nominator wants to receive Token Exchange Service.
  • ii. Tokens can be exchanged at Nominators discretion, however, in all cases Exchanged Tokens will be subject the Supported Network Protocol. This includes but is not limited to ineligibility to receive Token Exchange Service for partial periods, and minimum balances and token amounts required.
  • iii. NOMINATOR IS RESPONSIBLE FOR MAINTAINING THE SECURITY OF THEIR ACCOUNTS AND KEYS AT ALL TIMES. ZAME WILL NEVER ASK FOR PRIVATE KEYS IN ANY CIRCUMSTANCE. ZAME WILL NOT HOLD NOMINATOR PRIVATE KEYS, WILL NOT ACT AS A CUSTODIAN OF NOMINATOR FUNDS, AND WILL NOT BE RESPONSIBLE TO LOSSES WITHIN NOMINATOR’S WALLET.
  • iv. Nominator is expected to have knowledge of blockchain technology, exchange, accounts, keys, and details of the Supported Network and Supported Network Protocol. They are further expected to have conducted their own thorough investigation of Supported Network, Token, and other matters considered in this Agreement in determining to Exchange Tokens with Service.

3. Services and Service Level Agreement

a. Claiming of Token Exchange Service – Nominators will receive Token Exchange Service directly attributable to their registered wallet.

b. The rate of exchange will be solely decided by the rate set in the smart contract. Th rate on the web page is indicative only.

c. ZAME will not accept, take control of, or custody any Token Exchange Service on behalf of the user.

d. Service Level Agreement – ZAME agrees to compensate Nominators for missed Token Exchange Service to the extent arising from the availability of Service. This does not include missed Token Exchange Service arising from Nominator acts or omissions, Supported Network maintenance, software bugs native to Supported Network, acts by a hacker or other malicious actor, Supported Network stalls, Supported Network Protocol changes resulting in changes to Token Exchange Service, Force Majeure Events, or any other action outside of ZAME’s control.

4. Confidentiality

Each party may be exposed to the other party’s Confidential Information in the course of each party’s performance under this Agreement. Each party, on behalf of itself and its employees, contractors and agents (collectively, “Representatives”), agrees not to, except as set forth below or as required by applicable law or regulation, use or disclose Confidential Information during or after the term without the prior written consent of the other party. To protect Confidential Information, each party agrees to: (i) limit dissemination of Confidential Information to only those Representatives with a “need to know” in connection with this Agreement; (ii) advise each Representative who receives Confidential Information of the confidential nature of such information; and (iii) have appropriate agreements, policies and/or procedures in place with such Representatives sufficient to enable compliance with these confidentiality obligations. Nothing in this section will prohibit either party from disclosing Confidential Information to that party’s professional advisors who are bound by a duty of confidentiality at least as restrictive as set forth in this Agreement. This Section will survive termination of this Agreement for a period of two (2) years.

5. Indemnification

Nominator shall indemnify, defend and hold harmless ZAME from and against all claims, suits and actions brought against ZAME by a third party, and all resulting liabilities, damages, losses and costs awarded by a court or included as part of a final settlement (in addition to reasonable attorney’s fees and disbursements), arising from or relating to Nominator’s use of the Services in a manner that breaches the terms and conditions of this Agreement or violates applicable laws or regulations.

6. Taxes

a. Nominator shall be responsible for payment of all taxes, fees and surcharges, however designated, imposed on or based upon the use of the Services and Token Exchange Service obtained by the use of Services.

b. Neither ZAME nor any of its agents shall provide any advice or guidance with respect to the tax obligations of the Nominator. You are strongly encouraged to seek advice from your own tax advisor to discuss the potential tax consequences of entering into this Agreement and the receipt of any Token Exchange Service.

7. Term & Termination

a. The term of this Agreement will begin on the date that Nominator first exchanges Tokens with ZAME.

b. Either party may terminate this agreement at any time for any or no reason.

c. Upon the termination of this Agreement, provided that Nominator is not in material breach of this Agreement, Nominator will cease to exchange Tokens with ZAME.

d. Upon termination of this Agreement, all licenses to access and use the Services will likewise terminate, and Nominator will immediately thereafter discontinue all such access and use.

e. Any obligations and duties that by their nature extend beyond the expiration or termination of this Agreement will survive the expiration or termination of this Agreement including, without limitation, accrued rights to payment, confidentiality obligations, warranty disclaimers, indemnification and limitations of liability.

8. Discontinuation of Service

ZAME reserves the right to discontinue Service at any time for any or no reason. If ZAME decides to discontinue Service, we will publically announce our intention to do so providing a minimum of 30 days notice using public channels including our website, blog, and telegram group.

9. Intellectual Property

All right, title, and interest in and to the Platform and the Website, including all modifications, improvements, adaptations, enhancements, or translations made thereto, and all proprietary rights therein, shall be and remain ZAME’s sole and exclusive property.

10. Acceptable Use

Nominator may not (a) reverse engineer, dissemble, or decompile any part of the Services. Nominator shall bear the risk of loss for, and assumes all liability arising from, any unauthorized or fraudulent usage of Services (or any hardware or software component thereof). In addition, Nominator agrees not to (i) send or store malicious code in connection with the Services or otherwise interfere with or disrupt performance of the Services, (ii) use manual or automated tools to scan or probe the Services in order to determine vulnerabilities, or (iii) attempt to gain access to the Services or its related systems or networks in a manner inconsistent with the permitted use of the Service. ZAME reserves the right, but is not required, to take any and all action it deems appropriate, including, without limitation, blocking access to geographic areas or suspending access to Services (or any hardware or software component thereof), in order to prevent or terminate any fraud, abuse or illegal use of or activities in connection with the Services or any other breach of this section, provided, however, that any such action by ZAME shall be consistent with applicable laws, rules, and regulations.

11. Warranties and Disclaimers

Each party represents and warrants to the other party that it has the requisite power and authority to enter into this Agreement and to carry out all activities and transactions contemplated hereunder. ZAME warrants that ZAME will provide the Services in a professional and diligent manner and in accordance with applicable industry standards. EXCEPT AS EXPRESSLY PROVIDED HEREIN, NEITHER PARTY MAKES ANY WARRANTY OR REPRESENTATION OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, AND EACH PARTY SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY, TITLE, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT. ZAME SPECIFICALLY DISCLAIMS ALL LIABILITY AND OBLIGATIONS WITH RESPECT TO ANY THIRD-PARTY PROVIDERS. ZAME MAKES NO REPRESENTATIONS OR WARRANTIES WITH REGARD TO THE POTENTIAL MARKET FOR THE SERVICE OR THE AMOUNT OF NET REWARDS THAT MAY BE GENERATED HEREUNDER.

12. Limitation of Liability

NOTWITHSTANDING ANY OTHER PROVISION OF THIS AGREEMENT, ZAME WILL NOT BE LIABLE FOR ANY INDIRECT, SPECIAL, AND / OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT. IN NO EVENT WILL ZAME’S AGGREGATE LIABILITY UNDER THIS AGREEMENT, WHETHER BASED IN CONTRACT, EQUITY, NEGLIGENCE, TORT, OR OTHERWISE EXCEED THE VALUE EXCHANGED.

13. Compliance With Laws

Each party will comply with all federal, state and local laws and regulations applicable to it (“Laws”), and will only enter into this agreement insofar as the activity is in compliance with all applicable Laws. If during the term of this Agreement any Law becomes effective that substantially and materially alters the ability or cost of either party to perform its obligations under this Agreement in whole or part, the party that would bear the altered cost due to the change in the Law should terminate this Agreement and cease using Service.

14. Commitments

ZAME has made no commitments or promises orally or in writing with respect to delivery of any future features or functions of the Services. In relation to any future features or functions, all presentations, request for proposal responses, and/or product roadmap documents, information or discussions, either prior to or following the entering into of this Agreement, are for informational purposes only, and ZAME shall have no obligation to provide any future releases or upgrades or any features, enhancements or functions, unless specifically agreed to in writing by both parties. Nominator acknowledges that no decisions are based upon any future features or functions of the Services.

15. Changes to This Agreement

ZAME may revise these Terms of Service from time to time and will post the most current version on its website. If a revision materially amends the Agreement, ZAME will notify Nominator (by, for example, the ZAME Telegram group, posting on ZAME’s blog or on ZAME’s website). Nominator agrees to review the Terms of Service from time to time. By continuing to use or access the Services after the revisions come into effect, Nominator agrees to be bound by the revised Agreement.

16. Force Majeure

ZAME shall be excused from any delay or failure in performance of this Agreement to the extent such delay or failure is caused by wildfire, flood, explosion, war, embargo, governmental requirement, civil or military authority, Act of God, or any other causes beyond its reasonable control. Any such delay or failure shall suspend ZAME’s obligations to perform under this Agreement until the cause for the delay or failure is removed.

17. No Waiver

No term or provision herein shall be waived, and no breach or default excused, unless such waiver or consent is in writing and signed by the party to which it is attributed. No consent by a party to, or waiver of, a breach or default by the other party, whether expressed or implied, shall constitute a consent to or waiver of any subsequent breach or default.

18. Severability

If any provision of this Agreement shall be held to be invalid or unenforceable, the invalidity or unenforceability shall not invalidate this Agreement or render this Agreement unenforceable, but rather this Agreement shall be deemed modified to the least extent necessary to make it enforceable, and all other provisions of this Agreement will remain unaffected.

19. Assignment

ZAME reserves the right to assign this Agreement without the prior written consent of the other party.

20. Governing Law; Dispute Resolution

This Agreement shall be interpreted, construed and enforced in accordance with the internal laws of the Republic of India, without regard to its conflict of laws principles.

21. Entire Agreement

This Agreement constitutes the entire agreement between the parties with respect to its subject matter, and supersedes all other agreements (express or implied), proposals, negotiations, representations or communications relating to the subject matter. Both parties acknowledge that they have not been induced to enter this Agreement by any representations or promises not specifically stated in this Agreement. The protections of this Agreement will apply to actions of the parties performed in preparation for and anticipation of the execution of this Agreement. Except as provided above (i.e., via ZAME’s amendment to these Terms of Service from time to time) any amendment to this Agreement must be in writing and signed by duly authorized representatives of the parties.