ZERϴ NETWORK: TERMS OF SERVICES

PART 1. BACKGROUND AND OVERVIEW

1.1   Services. Zero Network Foundation (“Foundation”, “we,” “us,” or “our”), provides a range of services that facilitate interaction with the Zero Network, an open source, EVM-compatible, layer-2 blockchain protocol that utilizes the ZkSync stack (“ZERϴ”, “ZERϴ Network”, or “Network”). 

The services include providing a website-hosted user interface for accessing and reviewing information about the Network, available at https://bridge.zero.network/bridge (the "Interface"); overseeing the operation of the Network's primary sequencer, offering related content about ZERϴ and its functionality through websites located at https://zero.network/, https://explorer.zero.network/ ,https://zero.network/blog,  and https://docs.zero.network/  (each, a “Site” and together with the Interface, the “Sites”); providing access to the Zero Network Testnet; and providing access to and information about ZERϴ through our related technologies, including all of our existing and any updated or new features, functionalities and technologies (collectively, the “Services”). 

1.2   Acceptance of the Terms. These Website Terms and Conditions (these “Terms”) set forth the legally binding terms and conditions that govern your use of the Services. Please note that certain parts and features of the Services may be subject to additional guidelines, terms, or rules, which will be posted on the Site in connection with such parts and features. All such additional terms, guidelines, and rules, including but not limited to the Privacy Policy, and the Cookies Policy, are incorporated by reference in these Terms.

By accessing or using the Sites, you are accepting these Terms (on behalf of yourself or the entity that you represent), and you represent and warrant that you have the willingness, right, authority, and capacity to enter into these Terms (on behalf of yourself or the entity that you represent).

SECTION 15 CONTAINS AN ARBITRATION AGREEMENT WHICH WILL, WITH LIMITED EXCEPTIONS, REQUIRE DISPUTES BETWEEN YOU AND US TO BE SUBMITTED TO BINDING AND FINAL ARBITRATION. UNLESS YOU OPT OUT OF THE ARBITRATION AGREEMENT (A) YOU WILL ONLY BE PERMITTED TO PURSUE CLAIMS AND SEEK RELIEF AGAINST THE FOUNDATION ON AN INDIVIDUAL BASIS, NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY CLASS OR REPRESENTATIVE ACTION OR PROCEEDING, AND (B) YOU ARE AGREEING TO MANDATORY INDIVIDUAL ARBITRATION FOR THE RESOLUTION OF DISPUTES AND WAIVING YOUR RIGHT TO A JURY TRIAL ON YOUR CLAIMS. PLEASE NOTE THAT YOUR USE OF THE SITES IS SUBJECT TO THESE TERMS. IF YOU DO NOT AGREE TO ALL OF THESE TERMS IN THEIR ENTIRETY, YOU MAY NOT USE ANY SITE IN ANY MANNER.

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PART 2. ACCESS TO THE SITES

2.1.  Eligibility.  The Sites are offered and available to users who are eighteen (18) years of age or older. By accessing or using the Sites, you represent and warrant that you are of legal age to form a binding contract with the Foundation and meet all of the foregoing eligibility requirements. If you are agreeing to the Terms on behalf of an organization or entity, you represent and warrant that you are authorized to agree to the Terms on that organization’s or entity’s behalf and bind them to the Terms (in which case, the references to “you” and “your” in the Terms, except for in this sentence and in the paragraph directly above, refer to that organization or entity).

You further represent that you are not a citizen, resident, or member of any jurisdiction or group subject to economic sanctions or where your use of the Sites would be illegal or otherwise violate any applicable law. You further represent that your access and use of the Sites will fully comply with all applicable laws and regulations and that you will not access or use the Sites to conduct, promote, or otherwise facilitate any illegal activity. You must meet all of these requirements to access or use the Sites.

2.2.  Sites Availability. At any time, we may modify, update, suspend, or cancel the Sites or any portion of them in our sole discretion, without prior notice, and to block or prevent your future access and use of Sites.

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PART 3. LICENSE AND INTELLECTUAL PROPERTY

3.1.  License. Subject to these Terms, you are hereby granted a non-transferable, non-exclusive, revocable, limited license to use and access the Services solely for your own personal, non-commercial use, subject to the following restrictions: (a) you shall not license, sell, rent, lease, transfer, assign, distribute, host, or otherwise commercially exploit the Sites, whether in whole or in part, or any content displayed on the Sites; and (b) you shall not modify, make derivative works of, disassemble, reverse compile or reverse engineer any part of the Sites. All copyright and other proprietary notices on the Sites (or on any content displayed on the Sites) must be retained on all copies thereof.

3.2. Intellectual Property Rights. The Services and their entire contents, features, and functionality (including but not limited to all information, software, text, displays, images, video and audio, and the design, selection, and arrangement thereof), are owned by us, our licensors or other providers of such material and are protected by copyright, trademark, patent, trade secret, and other intellectual property or proprietary rights laws. Neither these Terms (nor your access to the Sites) transfers to you or any third party any rights, title or interest in or to such intellectual property rights, except as indicated otherwise.

3.3. Feedback. If you provide us with any feedback or suggestions regarding the Services (“Feedback”), you hereby assign to us all rights in such Feedback and agree that we have the right to use and fully exploit such Feedback and related information in any manner we deem appropriate. Any Feedback you provide will be treated as non-confidential and non-proprietary, and we will be entitled to the unrestricted use and dissemination of such Feedback for any purpose, commercial or otherwise, without acknowledgment, attribution, or compensation to you.

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PART 4. ZERϴ NETWORK

4.1   ZERϴ Network. ZERϴ Network is an open source, EVM-compatible zk-Rollup built to scale the Ethereum network that implements zkSync’s native account abstraction. ZERϴ includes smart contracts that allow you to “bridge” (i.e., lock assets on one blockchain protocol and replicate them on another protocol) digital assets between Ethereum and/or ZERϴ (“Bridging Smart Contracts”). Neither ZERϴ nor the Bridging Smart Contracts are part of the Services. They are both operated through the use of certain open source software such as the ZK Stack, an open sourced codebase approved by a decentralized, representative body of zkSync governance (the “Optimism Collective”), and a set of smart contracts that once deployed to ZERϴ are not controlled by Foundation. 

PLEASE NOTE THAT:

FOUNDATION DOES NOT CONTROL WHAT THIRD PARTIES MAY BUILD ON ZERϴ, THE ACTIVITY OF SUCH PARTIES, ANY USER TRANSACTING ON ZERϴ, OR ANY DATA STORED ON ZERϴ ITSELF;

FOUNDATION DOES NOT TAKE POSSESSION, CUSTODY, OR CONTROL OVER ANY VIRTUAL CURRENCY OR OTHER DIGITAL ASSET ON ZERϴ OR THE BRIDGING SMART CONTRACTS.

YOU ACKNOWLEDGE AND AGREE THAT FOUNDATION MAKES NO REPRESENTATIONS OR WARRANTIES WITH RESPECT TO ZERϴ OR THE BRIDGING SMART CONTRACTS, AND THAT, IF YOU USE ZERϴ OR THE BRIDGING SMART CONTRACTS, YOU DO SO AT YOUR OWN RISK.

4.2   The Sequencer. ZERϴ Sequencer is a node that processes, validates and submits transaction batches on the Blockchain. While ZERϴ Sequencer is, initially, the only sequencer node supporting transactions on ZERϴ, additional nodes may be provided by third parties in the future and there are other mechanisms for submitting transactions through Ethereum. ZERϴ Sequencer does not store, take custody of, control, send, or receive your virtual currency, except for receiving applicable gas fees. It also does not have the ability to modify, reverse, or otherwise alter any submitted transactions and will not have access to your private key or the ability to control value on your behalf. We reserve the right to charge and modify the fees in connection with your use of ZERϴ Sequencer. These fees may also be subject to taxes under applicable law.

4.3   ZERϴ Testnet.  ZERϴ Testnet is a test environment that allows you to build applications integrated with ZERϴ. You are permitted to access and use the ZERϴ Testnet only to test and improve the experience, security, and design of ZERϴ or applications built on ZERϴ, subject to these Terms. Foundation may change, discontinue, or terminate, temporarily or permanently, all or any part of the ZERϴ Testnet, at any time and without notice.

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PART 5. INTERFACE

5.1.  Interface. The Interface facilitates your ability to access ZERϴ. The Interface is distinct from the Network. It provides one, but not the exclusive, means of accessing ZERϴ Network. The Network is public, permissionless, and runs on open-source self-executing smart contracts. ZERϴ enables people to do various things, such as processing Ethereum transactions more efficiently and interacting with smart contract-based applications (“dApps”). The Interface, on the other hand, enables you to initiate messages to ZERϴ Network to bridge digital assets between the Ethereum and ZERϴ Network.

5.2   Accessing the Interface. To access the Interface, you must use non-custodial wallet software (“Wallet”), which constructs and broadcasts the data (“transactions”) that allows you to interact with the Network. By using your Wallet in connection with accessing the Interface, you agree that you are using the Wallet under the terms and conditions of the applicable provider of the Wallet. No Wallet is created by, operated by, maintained by us. Accordingly, we do not have custody or control over the contents of your Wallet, and we do not have the ability to retrieve or transfer its contents. Your relationship with any given Wallet provider is governed by the applicable terms of service of that third party, not these Terms.

5.3. Information Only. You agree that the content displayed through the Interface (or any information provided by or obtained from the Interface or the Sites) is provided for informational purposes only, is not intended to be relied upon for professional advice of any sort, and is not a substitute for information from experts or professionals in the applicable area. You should not take, or refrain from taking, any action or decision based on any information contained in the Interface. Before you make any financial, legal, or other decisions involving the Interface, you should seek independent professional advice from an individual who is licensed and qualified in the area for which such advice would be appropriate.

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6. ASSUMPTION OF RISKS

By using the Services, including the Interface, (a) you represent that you are sophisticated enough to understand the various inherent risks of using cryptographic and public blockchain-based systems, including but not limited to the Interface, the Network, and digital assets; (b) you acknowledge and accept all such risks;  (c) you agree that we make no representations or warranties (expressly or implicitly) regarding such risks;, and (d) you agree that you will not hold us liable for such risks, any or all of which could lead to loss and damage, including the total and irrevocable loss of your assets.

The inherent risks include, but are not limited to:

a)    Wallet security and safekeeping. You are solely responsible for the safeguarding and security of your Wallets. If you lose your wallet seed phrase, private keys, or password, you may be forever unable to access your digital assets. Any unauthorized access to your wallet by third parties could result in the loss or theft of your digital assets. We have no involvement in, or responsibility for, storing, retaining, securing or recovering your Wallet seed phrases, private keys, or passwords, or for any unauthorized access to your Wallet.

b)    Blockchain technology. Public blockchains, and the technology underlying and interacting with cryptographic and public blockchain-based systems, are experimental, inherently risky, and subject to change. Among other risks, bugs, malfunctions, cyberattacks, or changes to a particular public blockchain (e.g., via forks) could disrupt these technologies irreparably. There is no guarantee that any of these technologies will not become unavailable, degraded, or subject to hardware or software errors, operational or technical difficulties, denial-of-service attacks, other cyberattacks, or other problems requiring maintenance, interruptions, delays, or errors.

c)     Network cost and performance. The cost, speed, and availability of transacting on public blockchain systems are subject to significant variability. There is no guarantee that any transfer will be confirmed or transferred successfully.

d)    Blockchain transactions and smart contract execution. Public blockchain-based transactions (including but not limited to transactions automatically executed by smart contracts) are generally considered irreversible when confirmed. Any transaction that will interact with smart contracts or be recorded on a public blockchain must be recorded with extreme caution.

e)    Digital assets. The markets for digital assets are nascent and highly volatile due to various risk factors including (but not limited to) adoption, speculation, technology, security, and regulation. Digital assets and their underlying blockchain networks are complex emerging technologies that may be subject to delays, halts or go offline as a result of errors, forks, attacks or other unforeseeable reasons. Anyone can create a digital asset, including fake versions of existing digital assets and digital assets that falsely claim to represent projects. 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. You are solely responsible for understanding the risks specific to each digital asset that is relevant to you.

f)     Bridging. In addition to being an especially novel and untested implementation of blockchain technology in general, cross-blockchain bridging technology has historically been, and may in the future be, the subject of numerous cyberattacks and exploits, including without limitation, hacks that exploit a vulnerability in the associated software, hardware, systems or other equipment or social engineering to gain control of the any bridge components, wallets, smart contracts or other related systems.

j)      Sequencer.  The sequencer involves certain operational risks.  These may include disruptions or delays in transaction processing, reordering of transactions based on network activity, and potential service interruptions due to technical or security-related incidents.  The Foundation cannot guarantee that sequencer operations will be uninterrupted or free from errors.  The Foundation disclaims any liability for losses or damages resulting from sequencer activities, including but not limited to, transaction delays, temporary service unavailability, or data integrity issues. 

k)     Control of the Network. The Network is subject to periodic upgrades, which may introduce other risks, bugs, malfunctions, cyberattack vectors, or other changes to the Network that could disrupt the operation of the Interface, the functionality of bridging, your ability to access bridged digital assets, or otherwise cause you damage or loss.

l)      Legislative and regulatory risks. Digital assets, blockchain technology, and any related software and services are subject to legal and regulatory uncertainty in many jurisdictions. Legislative and regulatory changes or actions may adversely affect the usage, transferability, transactability and accessibility of digital assets, bridging, the Protocol, or the Interface.

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7. THIRD-PARTIES MATERIALS

The Sites contain references, links, and enables you to connect to third-party resources including (but not limited to) Wallets, non-standard bridges, applications, and other information, materials, products, or services, which we do not own or control (collectively, “third-party products”). We do not approve, monitor, endorse, make any representations or warranties (expressly or implicitly) or assume any responsibility for any third-party products, any component thereof, or the manner in which those products or components interact with the Sites.

You use all third-party references, links and materials at your own risk and should apply a suitable level of caution and discretion in doing so. When you click on any of the third-party links on the Sites, the applicable third party’s terms and policies apply, including the third party’s privacy and data gathering practices. You should make whatever investigation you feel necessary or appropriate before proceeding with any transaction in connection with such third-party links.

YOU UNDERSTAND THAT YOU ARE SOLELY RESPONSIBLE FOR ANY FEES OR COSTS ASSOCIATED WITH USING THIRD-PARTY PRODUCTS AND THAT, UNLESS STATED HEREIN, THE TERMS DO NOT OTHERWISE APPLY TO YOUR DEALINGS OR RELATIONSHIPS WITH ANY THIRD PARTIES OR THIRD-PARTY PRODUCTS.

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8. FEEDBACK AND OTHER USERS

If you provide us with any feedback or suggestions regarding the Sites (“Feedback”), you hereby grant us a perpetual, irrevocable, worldwide, royalty-free, transferable, sublicensable, nonexclusive right and license to use and fully exploit such Feedback and related information in any manner it deems appropriate. We will treat any Feedback you provide to us as non-confidential and non-proprietary. You agree that you will not submit to the Foundation any information or ideas that you consider to be confidential or proprietary.

Your interactions with other users of the Sites are solely between you and such users. You agree that the Foundation will not be responsible for any loss or damage incurred as the result of any such interactions. If there is a dispute between you and any user of the Sites, we are under no obligation to become involved.

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9. COMPLIANCE WITH LAW

You represent and warrant that you will comply with all laws that apply to you, your use of the Interface, and your actions and omissions that relate to the Interface. If applicable laws prohibit your use of the Interface or the Sites then you aren’t authorized to use the Services. We will not be responsible for your using the Services in a way that violates any law. Without limiting the foregoing, you represent and warrant that you are not, and for the duration of the time you use the  Services will not be (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 United Nations Security Council, the European Union, His Majesty’s Treasury, and U.S. Department of 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 Nations, European Union, any EU country, UK Treasury, or the United States, including without limitation Cuba, the Crimea, Donetsk, and Luhansk regions of Ukraine, Iran, North Korea, Russia, Syria, or Yemen. If at any point the above is no longer true, you must immediately cease using the Services.

10. PROHIBITED USE

 You may use the Services only for lawful purposes and in accordance with these Terms. You expressly agree not to do any of the following:

a. use the Services in any way that violates any applicable federal, state, local, or international law or regulation, including, without limitation, any applicable sanctions laws, export control laws, securities laws, anti-money laundering laws, or privacy laws;

b. attempt to probe, scan or test the vulnerability of ZERϴ or otherwise seek to interfere with or compromise the integrity, security, or proper functioning of ZERϴ;

c. attempt to interfere with the proper working of the Services, or interfere with, damage, or disrupt any parts of the Services, or any server, computer or database connected to the Services;

d. further or promote any criminal activity or enterprise or provide instructional information about illegal activities; or

e. encourage or enable any other individual to do any of the foregoing.

11. TERMINATION AND SUSPENSION

We reserve the right to terminate or suspend your access to the Sites, with or without notice, for any reason, including but not limited to a violation of these Terms, any illegal or unauthorized use of the Sites, or any conduct that we determine is harmful to the Sites or their users. Upon termination, all provisions of these Terms that by their nature should survive termination will remain in effect.

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12. INDEMNIFICATION

To the fullest extent permitted by applicable laws, you will indemnify and hold harmless the Foundation, along with any directors, officers, employees, agents or service providers acting on the Foundation's behalf (together, the "Foundation Parties")from and against any claims, disputes, demands, liabilities, damages, losses, and costs and expenses, including, without limitation, reasonable legal and accounting fees arising out of or in any way connected with (a) your access to or use of the Sites or Services, (b) your interaction with the Sequencer; (c) your violation of these Terms, or (d) your negligence or willful misconduct. If you are obligated to indemnify the Foundation Parties hereunder, then you agree that Foundation will have the right, in its sole discretion, to control any action or proceeding and to determine whether the Foundation wishes to settle, and if so, on what terms, and you agree to fully cooperate with the Foundation in the defense or settlement of such claim.

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13. WARRANTY DISCLAIMERS

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT ANY REPRESENTATION OR WARRANTY, WHETHER EXPRESS, IMPLIED OR STATUTORY. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE FOUNDATION SPECIFICALLY DISCLAIMS ANY IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND/OR NON-INFRINGEMENT.

YOU UNDERSTAND AND AGREE THAT WE DO NOT CONTROL ACTIVITY AND DATA ON THE ZERϴ NETWORK OR THE ACTIVITIES THAT COMMUNITY PARTICIPANTS MAY DEVELOP USING THE ZERϴ NETWORK.

THE FOUNDATION DOES NOT MAKE ANY REPRESENTATIONS OR WARRANTIES THAT (I) ACCESS TO THE SERVICES WILL BE CONTINUOUS, UNINTERRUPTED, OR TIMELY; (II) THE SERVICES WILL BE COMPATIBLE OR WORK WITH ANY SOFTWARE, SYSTEM OR OTHER SERVICES, INCLUDING ANY WALLETS; (III) THE SERVICES WILL BE SECURE, COMPLETE, FREE OF HARMFUL CODE, OR ERROR-FREE; (IV) THE SERVICES WILL PREVENT ANY UNAUTHORIZED ACCESS TO, ALTERATION OF, OR THE DELETION, DESTRUCTION, DAMAGE, LOSS OR FAILURE TO STORE ANY OF YOUR CONTENT OR OTHER DATA; OR (V) THAT THE SERVICES WILL PROTECT YOUR ASSETS FROM THEFT, HACKING, CYBER ATTACK, OR OTHER FORM OF LOSS OR DEVALUATION CAUSED BY THIRD-PARTY CONDUCT.

TO THE MAXIMUM 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 THESE TERMS OF USE.

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14. LIMITATION OF LIABILITY

TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER THE FOUNDATION NOR ANY SERVICE PROVIDERS INVOLVED IN CREATING, PRODUCING, OR DELIVERING THE SERVICES ON BEHALF OF THE FOUNDATION WILL BE LIABLE FOR ANY INCIDENTAL, SPECIAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES, OR DAMAGES FOR LOST PROFITS, LOST REVENUES, LOST SAVINGS, LOST BUSINESS OPPORTUNITY, LOSS OF DATA OR GOODWILL, SERVICE INTERRUPTION, COMPUTER DAMAGE OR SYSTEM FAILURE, INTELLECTUAL PROPERTY INFRINGEMENT, OR THE COST OF SUBSTITUTE SERVICES OF ANY KIND ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR FROM THE USE OF OR INABILITY TO USE THE SERVICES, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT THE FOUNDATION OR ITS SERVICE PROVIDERS HAVE BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGE, EVEN IF A LIMITED REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT WILL THE FOUNDATION’S TOTAL LIABILITY ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR FROM THE USE OF OR INABILITY TO USE THE SERVICES EXCEED THE AMOUNTS YOU HAVE PAID OR ARE PAYABLE BY YOU TO THE FOUNDATION FOR USE OF THE SERVICES OR ONE HUNDRED US DOLLARS (US$100), WHICHEVER IS HIGHER.

THE EXCLUSIONS AND LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN THE FOUNDATION AND YOU.

IF ANY PORTION OF THESE SECTIONS IS HELD TO BE INVALID UNDER THE LAWS OF YOUR PLACE OF RESIDENCE, THE INVALIDITY OF SUCH PORTION WILL NOT AFFECT THE VALIDITY OF THE REMAINING PORTIONS OF THE APPLICABLE SECTIONS. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL OR CERTAIN OTHER DAMAGES, SO THE ABOVE LIMITATIONS AND EXCLUSIONS MAY NOT APPLY TO YOU.

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15. DISPUTE RESOLUTION BY BINDING ARBITRATION.

PLEASE READ THIS SECTION OF THE TERMS CAREFULLY – IT CONTAINS PROCEDURES FOR MANDATORY BINDING ARBITRATION AND A CLASS ACTION WAIVER.  IT MAY SIGNIFICANTLY AFFECT YOUR LEGAL RIGHTS AND LIMIT THE MANNER IN WHICH YOU CAN SEEK RELIEF FROM THE FOUNDATION AND FOUNDATION PARTIES.  IT IS REFERRED TO HEREAFTER AS THE "ARBITRATION AGREEMENT"

15.1 Informal Process First. Before initiating any arbitration or legal proceedings (except proceedings in respect of intellectual property rights or requests for injunctive relief), you and we agree to attempt to resolve any dispute, claim, or controversy arising out of or related to these Terms, your use of the Sites, or any related Services ("Dispute") through informal negotiations.  To initiate this process, any party to these Terms may send written notice of a Dispute, and the desired resolution, to another party ("Dispute Notice").  This notice must contain sufficient information regarding your identity, the claims being asserted, and the factual allegations on which they are based.  Our address for Dispute Notices is info@zero.network.  Your address for Dispute Notices is the email address you provide to us.  We and you agree to engage in good faith discussions to resolve any Dispute Notice within thirty (30) days of receipt.  If the Dispute is not resolved within this period, either party may proceed with arbitration as outlined in this Arbitration Agreement. 

15.2 Applicability. Following the informal process described at 15.1, you agree that any dispute, claim, or request for relief relating in any way to the Terms or to any aspect of your relationship with the Foundation or Foundation Parties, will be resolved by binding arbitration, rather than in court, except that you or we may seek equitable relief in court for infringement or other misuse of intellectual property rights (such as trademarks, trade dress, domain names, trade secrets, copyrights, and patents). This Arbitration Agreement shall apply, without limitation, to all disputes or claims and requests for relief that arose or were asserted before the effective date of the Terms or any prior version of the Terms.

15.3 Arbitration rules and forum. Any dispute, controversy or claim arising out of or relating to these Terms, including the formation, interpretation, breach or termination thereof, including whether the claims asserted are arbitrable, will be referred to and finally determined by arbitration in accordance with the JAMS International Arbitration Rules ("JAMS Rules"). The tribunal will consist of a sole arbitrator. The seat of the arbitration will be the Cayman Islands. The language to be used in the arbitral proceedings will be English. Judgment upon the award rendered by the arbitrator may be entered by any court having jurisdiction thereof.

If there is any inconsistency between any term of the JAMS Rules and any term of this Arbitration Agreement, the applicable terms of this Arbitration Agreement will control unless the arbitrator determines that the application of the inconsistent Arbitration Agreement terms would not result in a fundamentally fair arbitration. The arbitrator must also follow the provisions of these Terms as a court would.

If JAMS is not available to arbitrate, the parties will select an alternative arbitral forum.

15.4. Fees and Costs of Arbitration

In any arbitration arising out of or related to these Terms, the arbitrator shall award to the prevailing party, if any, the reasonable costs for legal representation incurred by the prevailing party in connection with the arbitration.

If the arbitrator determines a party to be the prevailing party under the circumstances where the prevailing party won on some but not all of its claims and counterclaims, the arbitrator may award the prevailing party an appropriate percentage of the reasonable costs for legal representation incurred by the prevailing party in connection with the arbitration.

15.5 Authority of arbitrator. All issues are for the arbitrator to decide, including issues relating to the scope, enforceability, and arbitrability of this Arbitration Agreement. The arbitrator will decide the rights and liabilities, if any, of you and us. The arbitration proceeding will not be consolidated with any other matters or joined with any other cases or parties, provided that the arbitrator shall also be empowered to consolidate claims raised between the same parties to a single arbitration proceeding. The arbitrator shall have the authority to grant motions dispositive of all or part of any claim. The arbitrator shall have the authority to award monetary damages and to grant any non-monetary remedy or relief available to an individual under applicable law, the arbitral forum’s rules, and this Agreement (including the Arbitration Agreement). The arbitrator shall issue a written award and statement of decision describing the essential findings and conclusions on which the award is based, including the calculation of any damages awarded. The arbitrator has the same authority to award relief on an individual basis that a judge in a court of law would have. The award of the arbitrator is final and binding upon you and us. No arbitration award or decision will have any preclusive effect as to issues or claims in any dispute with anyone who is not a named party to the arbitration.

15.6 Waiver of jury trial. YOU HEREBY WAIVE ANY CONSTITUTIONAL AND STATUTORY RIGHTS TO SUE IN COURT AND HAVE A TRIAL IN FRONT OF A JUDGE OR A JURY. You and we are instead electing that all disputes, claims, or requests for relief shall be resolved by arbitration under this Arbitration Agreement, except as specified in Section 15.2 above.

15.7 Waiver of class or other non-individualized relief. ALL DISPUTES, CLAIMS, AND REQUESTS FOR RELIEF WITHIN THE SCOPE OF THIS ARBITRATION AGREEMENT MUST BE ARBITRATED ON AN INDIVIDUAL BASIS AND NOT ON A CLASS OR COLLECTIVE BASIS, ONLY INDIVIDUAL RELIEF IS AVAILABLE, AND CLAIMS OF MORE THAN ONE USER CANNOT BE ARBITRATED OR CONSOLIDATED WITH THOSE OF ANY OTHER USER. If the arbitrator determines that applicable law precludes enforcement of any of this section’s limitations as to a given dispute, claim, or request for relief, then such aspect must be severed from the arbitration and brought before the courts of the Cayman Islands. All other disputes, claims, or requests for relief shall be arbitrated.

15.8 30-day right to opt out. You have the right to opt out of the provisions of this Arbitration Agreement by sending written notice of your decision to opt out to info@zero.network.  within 30 days after you first access the Services. Your notice must include your name and address, the Web3 wallet address used to connect to the Sites (if applicable), and an unequivocal statement that you want to opt out of this Arbitration Agreement. If you opt out of this Arbitration Agreement, (i) all other parts of the Terms will continue to apply to you, and (ii) we will not be bound by this Arbitration Agreement. Opting out of this Arbitration Agreement has no effect on any other arbitration agreements that you may currently have, or may enter in the future, with us.

15.9 Severability. Except as provided in subsection 15.8 (Waiver of class or other non-individualized relief), if any part or parts of this Arbitration Agreement are held by a court or other tribunal of competent jurisdiction to be invalid, illegal, or unenforceable for any reason, such specific part or parts shall be eliminated or limited to the minimum extent such that the remainder of the Arbitration Agreement shall continue in full force and effect.

15.10   Survival of Agreement. This Arbitration Agreement will survive the termination of your relationship with us.

15.11   Modification. Notwithstanding any provision in the Terms to the contrary, we agree that if we make any future material change to this Arbitration Agreement, you may reject that change within 30 days of such change becoming effective by writing us at info@zero.network and expressly opting out. By rejecting any future change, you are agreeing that you will arbitrate any dispute between us in accordance with the language of this Arbitration Agreement as of the date you first accepted these Terms (or accepted any subsequent changes to these Terms of Use).

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PART 16. GENERAL PROVISIONS

16.1. Amendments. We may amend or modify these Terms by posting on the Sites, and the revised Agreement shall be effective at such time. You understand and agree that your continued use of the Services after we have made any such changes constitutes your acceptance of the new Terms. If you do not agree with any such modification, your sole and exclusive remedy is to terminate your use of the Services and close your account. You agree that we shall not be liable to you or any third party for any modification or termination of the Services or suspension or termination of your access to the Services, except to the extent otherwise expressly set forth herein. If the revised Terms include a material change, we will endeavor to provide you advanced notice via our website and/or email before the material change becomes effective.

16.2. Assignment. You may not assign any rights and/or licenses granted under the Agreement. We reserve the right to assign our rights without restriction, including without limitation, to any Foundation affiliates or subsidiaries or to any successor in the interest of any business associated with the Services. Any attempted transfer or assignment in violation hereof shall be null and void. Subject to the foregoing, the Agreement will bind and insure to the benefit of the parties, their successors, and permitted assigns. In the event that Foundation is acquired by or merged with a third-party entity or undergoes a change of control, we reserve the right, in any of these circumstances, to transfer or assign the information we have collected from you as part of such merger, acquisition, sale, or other change of control.

16.3. Force Majeure. The Foundation shall not be liable for delays, failure in performance or interruption of any Services which results directly or indirectly from any cause or condition beyond our reasonable control, including but not limited to significant market volatility, any delay or failure due to any act of God, act of civil or military authorities, act of terrorists, civil disturbance, war, strike or other labor dispute, fire, interruption in telecommunications or Internet services or network provider services, failure of equipment and/or software, other catastrophe or any other occurrence which is beyond our reasonable control and shall not affect the validity and enforceability of any remaining provisions.

16.4 Injunctive Relief.  You agree that a breach of these Terms may cause irreparable injury to the Foundation for which monetary damages would not be an adequate remedy and the Foundation is entitled to equitable relief in addition to any remedies it may have hereunder or at law.

16.5. No-Waiver. The failure of the Foundation to exercise or enforce any right or provision of this Agreement shall not constitute a waiver of such right or provision in that or any other instance. If any provision of these Terms is held to be invalid, the remainder of the Terms shall continue in full force and effect. If any provision of these Terms shall be deemed unlawful, void or for any reason unenforceable, then that provision shall be deemed severable from the Terms and shall not affect the validity and enforceability of any remaining provisions.

16.6 Governing Law. These Terms are governed by and will be construed under the laws of the Cayman Islands, excluding its body of law controlling conflict of laws. You agree that the Services shall be deemed to be based solely in the Cayman Islands, and that although the Services may be available in other jurisdictions, its availability does not give rise to general or specific personal jurisdiction in any forum outside the Cayman Islands. Any arbitration conducted pursuant to this Agreement shall be governed by the JAMS Rules. Any judicial proceeding will be brought in the courts located in the Cayman Islands.

16.7 Entire Agreement. These Terms constitute the entire agreement between you and the Foundation regarding your use of the Sites and supersede any prior or contemporaneous understandings or agreements, written or oral, regarding such subject matter.

16.8 Notices. To give us notice under this Agreement, you must contact us by email at info@zero.network.

16.9 Severability. If any provision of these Terms shall be determined to be invalid or unenforceable under any rule, law, or regulation, such provision will be changed and interpreted to accomplish the objectives of the provision to the greatest extent possible under any applicable law and the validity or enforceability of any other provision of this Agreement shall not be affected. If such construction is not possible, the invalid or unenforceable portion will be severed from these Terms, but the rest of the Terms will remain in full force and effect.