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Zerion Inc – TERMS AND CONDITIONS

Last Updated: April 28, 2025

PART 1. BACKGROUND AND OVERVIEW

1.1 Term and Conditions. These Terms and Conditions (the “Terms”) are offered to you (also referred to herein as “user”, “you”, and “your”) by Zerion Inc (“Zerion”, “Company”, “we”, “us” and “our”). The Terms, as well as any attached annexes and/or schedules (together “Annex”), govern the provision of software services, including Zerion Interface and Zerion Wallet Services (collectively, the “Services”) by Zerion through its web application, available at https://app.zerion.io, related mobile applications and browser extension. 

1.2 Acceptance of the Terms. By accessing or using any or all of the Services, you expressly acknowledge that you have read and understood the Terms and the Privacy Policy (https://s3.amazonaws.com/cdn.zerion.io/assets/privacy.pdf), which will together constitute the legal agreement between you and us (the “Agreement”), and agreed to bound the Agreement. For your own benefit and protection, Zerion highly recommends you take sufficient time to read and understand the Terms, the Privacy Policy and any other information published on our official website https://zerion.io/ (the “Website”) and/or mobile application prior to accessing the Services.

1.3 Services. Zerion provides users software services to create and operate unhosted digital asset wallets (“Zerion Wallet”), to connect and operate third-party digital asset wallets, to track and monitor a portfolio of digital assets as well as to access and interact with certain supported decentralised protocols and decentralised applications (collectively "Dapps”).  

ZERION DOES NOT PROVIDE INVESTMENT OR FINANCIAL ADVICE OR CONSULTING SERVICES. WE DO NOT ADVISE OR MAKE RECOMMENDATIONS ABOUT ENGAGING IN DIGITAL ASSET TRANSACTIONS OR OPERATIONS. ZERION DOES NOT PROVIDE CUSTODY FOR DIGITAL ASSETS AND DOES NOT HAVE ACCESS TO YOUR DIGITAL ASSETS AND DOES NOT HAVE CONTROL OVER YOUR TRANSACTIONS. DECISIONS TO ENGAGE IN TRANSACTIONS OR PERFORM OPERATIONS INVOLVING DIGITAL ASSETS SHOULD BE TAKEN ON YOUR OWN ACCORD. 

1.4 Contact and Support. If you have any queries or do not fully understand the provisions of the Terms, the Policies or any other document made available to you by us, then please contact us at [email protected].

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PART 2. DEFINITIONS

2.1 In the Agreement: 

"Applicable Law" means any law, rule, statute, subordinate legislation, regulation, by-law, order, ordinance, protocol, code, guideline, treaty, policy, notice, direction or judicial, arbitral, administrative, ministerial or departmental judgment, award, decree, treaty, directive, or other requirement or guideline published or in force at any time which applies to or is otherwise intended to govern or regulate any person (including all parties to these Terms), property, transaction, activity, event or other matter, including any rule, order, judgment, directive or other requirement or guideline issued by any governmental or regulatory authority;

“Bridge” means the process of transferring digital assets from one blockchain network to another;

“Dapp (Decentralised application)” means an application that operates on a decentralised network, typically a blockchain or a peer-to-peer network, including decentralised finance (DeFi), gaming, identity verification, social networks, and others;

“Dapp Browser” means a built-in browser in the Zerion App to help users connect and interact with decentralised applications developed on blockchain technology;

“DEX (Decentralised Exchange)” means platforms or protocols that facilitate the peer-to-peer trading of digital assets, such as cryptocurrencies, without the need for intermediaries or central authorities;

“Digital Asset" means the representation of resources that are issued and transferred using blockchain technology;

“Digital Asset Transaction” means a transaction in Digital Assets launched by the User via Zerion Interface;

“Digital Asset Transfer" shall have the meaning ascribed to the term in Clause 5.3.1; 

"Digital Asset Wallet" means a software application, piece of hardware, or other device or service that stores a user’s public and private cryptographic keys, which allow users to interact with one or more blockchains and, inter alia, to send and receive digital assets;

"Fees" means all fees imposed by the Company for the use of the Services according to Part 6;

"Personal Data" means any information relating to an identified or identifiable natural person; an identifiable natural person is one who can be identified, directly or indirectly, in particular by reference to an identifier such as a name, an identification number, location data, an online identifier or to one or more factors specific to the physical, physiological, genetic, mental, economic, cultural or social identity of that natural person; 

“Recovery Phrase” means a string of randomly generated words with a unique sequence that acts as a cryptographic representation of the private keys associated with the wallet and serves as a backup and can be used to restore access to a cryptocurrency wallet;

"Services" means services and all related features, content and applications described in Parts 4 and 5 available to Users;

“Sign Message” means the process of adding a digital signature to verify the authenticity, integrity, and origin of the message using a private key. 

“Sign Transaction” means the process of digitally signing a transaction with the User’s private key; this way, the sender cryptographically proves their ownership of the assets being transferred and authorises the transaction to be included in the blockchain. The digital signature also ensures that the transaction cannot be altered or tampered with during the process of transmission.

“Supported Digital Assets” means only those particular Digital Assets listed as available to store in your Digital Asset Wallet (as defined below);

“Swap” means a transaction for the exchange of one digital asset or token for another at an agreed-upon exchange rate, typically facilitated through a decentralised exchange (DEX);

"Taxes" means any taxes, duties or fees that are incurred, required to be collected, paid or withheld for any reason in connection with your use of the Services under any Applicable Law; 

"Third-Party Digital Asset Wallet” means any Digital Asset Wallet connected to Zerion Interface;

"Zerion App" means the mobile application software developed, owned and released by Zerion and available for download for Android or Apple iOS, including all content and services listed in Part 4 and 5 and made available on or through the same, and any and all updates, upgrades, supplements, releases and versions thereof; 

"Zerion DNA“ means Zerion Dynamic NFT Avatar (DNA), a dynamic NFT that evolves with every wallet action. Your Zerion DNA is your on-chain footprint, reflecting the networks you use, assets you hold and gas you’ve spent.

“Zerion Premium DNA” means Zerion DNA with additional visual features and allows its holder to receive Zerion Premium Services, as described in Annex C.

“Zerion Interface” means services Zerion provides as described in Part 5.

“Zerion Wallet” means an unhosted Digital Asset Wallet, where users use the private key controlling the digital assets to transact directly on a blockchain, run by Zerion as described in Part 4.‍

2.2 General interpretation. In these Terms:

2.2.1. A reference to a “Clause” or “Annex” or “Part” shall be construed as a reference to, respectively, a Clause or Schedule or Part of these Terms, unless the context requires otherwise. 

2.2.2. A reference to a “document” shall be construed to include any electronic document.

2.2.3. The masculine includes the feminine and the neuter, and the singular includes the plural and vice versa as the context admits or requires. 

2.3. Headings. Headings are for ease of reference only and do not form a part of these Terms.

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PART 3. ELIGIBILITY OF THE SERVICES

3.1. Eligibility for a physical person. To be eligible to use the Services:

(i) you must be at least eighteen (18) years old and legally competent to enter into these Terms; 

(ii) you must not be a resident of sanctioned jurisdictions according to any trade embargoes, UN Security Council Resolutions (“UNSCR”) or HM Treasury's financial sanctions regime; and 

(iii) you have not been identified as a specially designated national or placed on any sanctions list maintained by the U.S government, including OFAC, and are not otherwise the subject or target of any sanctions administered or enforced by the U.S. government, and you will not use our Website to conduct any illegal or illicit activity;

(iv) you are not a resident, citizen, national or agent of, or an entity organized, incorporated or doing business in, Cuba, Iran, North Korea, Syria, the Crimea region of Ukraine, the so-called Donetsk People’s Republic and Luhansk People’s Republic regions of Ukraine, or any other country, region or territory against which the United States, the United Kingdom, the European Union or any of its member states or the United Nations or any of its member states maintain comprehensive economic or financial sanctions or trade embargoes;

3.2. Eligibility for a legal entity. If you are using our Services on behalf of a legal entity, you further represent and warrant that: 

(i) the legal entity is duly organised and validly existing under the applicable laws of the jurisdiction of its organisation; 

(ii) the legal entity must not be currently the subject of or subject to economic sanctions such as the United Nations Security Council Sanctions List, the list of specially designated nationals maintained by OFAC, the denied entity list of the U.S. Department of Commerce or any similar list maintained by any other relevant sanctions authority.

(iii) you are duly authorised by such a legal entity to act on its behalf. 

(iv) you are not an entity organized, incorporated or doing business in, Cuba, Iran, North Korea, Syria, the Crimea region of Ukraine, the so-called Donetsk People’s Republic and Luhansk People’s Republic regions of Ukraine, or any other country, region or territory against which the United States, the United Kingdom, the European Union or any of its member states or the United Nations or any of its member states maintain comprehensive economic or financial sanctions or trade embargoes;

3.3. Availability of the Services depending on the jurisdiction. You can only use our Services if permitted under the laws of your jurisdiction. For the avoidance of doubt, you may not use our Services if you are located in, or a citizen or resident of any state, country, territory or other jurisdiction where your use of our Services would be illegal or otherwise violate any applicable laws. Please make sure that these Terms are in compliance with all laws, rules, and regulations that apply to you. 

3.4. Limiting Availability of the Services. By using Zerion, you represent and warrant that you meet all eligibility requirements outlined in these Terms. We may still refuse to let certain people access or use Services, and we reserve the right to change our eligibility criteria at any time.

PART 4. ZERION WALLET SERVICES

4.1. Zerion Wallet. Users can access Zerion Wallet, an unhosted (non-custodial) digital wallet for holding Supported Digital Assets developed by Zerion. You control the Digital Assets held in your Zerion Wallet as the private keys (representing ownership of the digital asset) are stored directly on your device. At any time, subject to having internet access and the congestion on the blockchain, you may withdraw your Digital Assets by sending them to a different blockchain address.

4.2. Ownership and Control. When holding your digital assets in Zerion Wallet, Zerion does not maintain control over your Zerion Wallet or private keys. You own and control Digital Assets held in your Zerion Wallet. As the owner of Digital Assets in your Zerion Wallet, you shall bear all risk of losing such Digital Assets. Users are responsible for the risk of loss of their private keys, and Zerion may not recover such keys.

4.3. Recovery Phrase. Zerion Wallet generates a 12-word recovery phrase, known as a ‘seed' phrase, that you and only you have access to. This means that if you lose your recovery phrase, you will lose access to your Zerion Wallet. Please remember that Zerion will never have access to this recovery phrase, so we cannot move funds on your behalf, nor can we help you access digital assets in your Zerion Wallet should you lose your recovery phrase. Zerion also allows you to import private keys without a Recovery Phrase, which means that you are responsible for keeping your private key safe, as in case of its loss or leak, you won’t be able to access your assets, or they can be stolen. 

4.4. Safety Measures for Recovery Phrase. Please take all necessary measures to keep your recovery phrase safe, as in case of the leak of your recovery phrase it will lead to the loss of the funds. As an added safeguard, we built a Google Drive and iCloud backup feature so you can back up your encrypted recovery phrase. We strongly encourage you to back up your recovery phrase using this feature, as well as writing it down and storing it in a secure location. To access the backup feature in your Zerion App, you need to tap “Settings”, then “Manage Wallets”, and select a wallet, and then "Recovery Phrase"  from your Zerion Wallet mobile or desktop application. You can copy and backup the Recovery Phrase by any means you consider appropriate and safe for your Recovery Phrase.

4.4. Supported Digital assets. Zerion Wallet supports all ERC-20 tokens, fungible tokens created using the Ethereum blockchain, multichain tokens including chains like Polygon, Optimism, Arbitrum, zkSyn, Binance Smart Chain, full list here, staked tokens, liquidity Pools, rewards, debts, and other DeFi positions, multichain NFTs. To see all the supported digital assets, you can store and transfer them on Zerion Wallet, open the mobile app, choose a wallet and view the stored assets. When you connect your Zerion Wallet to our web application hosted at https://app.zerion.io/ or decentralised exchange, you can buy or transfer supported digital assets on Zerion or the decentralised exchange directly from your Zerion Wallet. Please note that if you connect a Third-Party Digital Asset Wallet with unsupported Digital Assets, these Digital Assets will not be shown in User Interface. However, it doesn’t impact your ownership of Digital Assets, and they belong to your private key.    

PART 5.   ZERION INTERFACE SERVICES

5.1. General. The Zerion Interface consists of the Zerion web-hosted user interface, available at https://app.zerion.io, Zerion browser extension, and the Zerion App, each of which allows you to connect the Zerion Wallet or a Third-Party Digital Asset Wallet to store and transfer certain Supported Digital Assets (including cryptocurrencies, non-fungible tokens, digital asset indices, liquidity pool shares and staking tokens) to track and monitor a portfolio of digital assets as well as access and interact with certain supported decentralised protocols and Dapps. In order to use the Zerion Interface, you must already have a Digital Asset Wallet that is supported by the Zerion Interface.

5.2. Functionality of Zerion Interface.  Zerion Interface enables Users to:

(i) initiate Digital Assets Transfers;

(ii) track and monitor your portfolio of Digital Assets, as well as personalised digital asset portfolio; 

(iii) view and monitor real-time movements of digital assets;

(iv) access Dapps in accordance with the following Terms;  

(v)  sign messages and sign transactions.

5.3. Digital Asset Transfer

5.3.1. Digital Asset Transfer. Users can send, request, and receive Digital Assets supported by Zerion Wallet and/or Third-Party Digital Asset Wallet to/from third parties by giving instructions through the Services. 

5.3.2. Transfers from the Third-Party Digital Asset Wallet. When you request to transfer digital assets stored at the Third-Party Digital Asset Wallet, you will be redirected to initiate a transfer from your Third-Party Digital Wallet’s interface or a web plug-in that interacts with the Zerion Interface.  Zerion is entitled to rely on the transfer initiation and has no duty to inquire into or investigate the validity or accuracy of any Transfer Initiation.

5.3.3. Outcoming Transfer. When you send Digital Asset from your Zerion Wallet or connected Third-Party Digital Asset Wallet to another Digital Asset Wallet, such transfers are executed on chain by you and not under the control of the Company. You should verify all transaction information before submitting it. The Company shall bear no liability or responsibility if you enter an incorrect blockchain destination address or incorrect Destination Tag/Memo or if you send your Digital Assets to an incompatible wallet. We do not guarantee the identity or value received by a recipient of an Outcoming Transfer. We may cancel or refuse to process any pending Outcoming Transfers as required by law or any court or other authority to which the Company is subject in any jurisdiction. 

5.3.4. Incoming Transfer. When you or a third party sends Digital Assets to the Zerion Wallet, the person initiating the transaction is solely responsible for executing the transaction properly, which may include ensuring that the Digital Asset being sent is a Supported Digital Asset that conforms to the particular wallet address to which funds are directed, including any required destination tag/memo, payment of sufficient network or miner’s fees for the transaction to be successful. Insufficient network fees may cause a transfer to remain in a pending state and may result in delays or losses incurred due to an error in initiating the transaction. The Company has no obligation to assist in the remediation of such transactions.

5.3.5. Pending Transaction. Once the Transfer has been broadcasted to the relevant digital asset network it takes time for confirmation by the digital asset network, and the transaction remains in a pending state. Digital Asset Transfers cannot be reversed and Digital Assets engaged in the pending transfer are not available for use while the transaction is processed by network operators. The Company does not control the network and makes no guarantees that a transfer will be confirmed by the network.

5.4. Market and Third-Party Data The Zerion Interface contains information pertaining to third-party Digital Assets, Digital Asset Wallets, staking pools, and liquidity pools, among other things. The presentation of this information does not imply any association with or endorsement of third parties, even if certain functionalities on the Zerion Interface require using such third party products. The content of such third-party services and products, as stated on the Zerion Interface, is based on information made publicly available or by such third parties to us, and we, therefore, make no representations or warranties on the accuracy of such third-party service or product-related information.

5.5. Third-Party Decentralised Services.

5.5.1. Description of Third-Party Decentralised Services. Zerion Interface provides access to or links to Third-Party Services, such as DEXs and/or Dapps (“Third-Party Services”) and enables you to access Third-Party Services via a Dapp browser or functionality embedded within Zerion Interface, e.g. Swap and/or Bridge function, staking functionality.

5.5.2. Access to the Third-Party Decentralised Services via Dapp Browser. While using Zerion App, you have access to Third-Party Decentralised Services via Dapp Browser and can login to Third-Party Decentralised Services using the Digital Asset Wallet address connected to Zerion Interface. Dapps accessible via Dapp Browser may also involve accessing certain digital asset markets, boards, or interfaces allowing for complex financial transactions.  

5.5.3. Access to the Third-Party Decentralised Services functionality embedded within Zerion Interface. Certain Third-Party Decentralised Services functionality is embedded within the Zerion Interface, allowing Users to commence Digital Asset Transactions, e.g. swap, bridge and/or stake of Digital Assets. Users have full control over the Digital Assets and can choose the quote for Transaction among the quotes proposed by third-party service providers that can be accessed via Zerion Interface. Zerion is not responsible for the fulfilment of any purchases and sales of Digital Assets, information security, exchange rates, routing, the interest rate or percentage yield, the insurance or collateralisation or other programmatic, algorithmic or discretionary methods of any third-party protocols or market participants whose services are displayed via the Zerion Interface through these methods. The Company reserves the right to collect fees for marketing, routing, positive slippage, and other fees for displaying such third-party decentralised finance protocols.

5.5.4. Disclaimer. When accessing Third Party Services, you understand that you are at no time transferring your assets to us. We provide access to Third Party Services only as a convenience, do not have control over their content, do not warrant or endorse, and are not responsible for the availability or legitimacy of the content, products, assets, or services on or accessible from those Third Party Services (including any related websites, resources or links displayed therein). Third-Party Services may provide access to assets with high risks of illiquidity, devaluation, lockup, or loss.

5.6. Third-Party Payment Services Partners. The Zerion Interface provides users with links to third-party processors to process any fiat purchases of Digital Assets. When you purchase Digital Assets with fiat currencies through these links, you purchase Digital Assets directly from the third-party provider using your valid bank account via ACH transfer or wire transfer, debit card or credit card. Your purchase must follow the relevant instructions on the Zerion Interface and the terms and conditions of the third-party provider. Third-party providers, not the Company, are responsible for transferring purchased Digital Assets to your Digital Assets Wallet. The Company is not responsible for any exchange rates offered by the relevant third-party service provider and for any fees charged by the relevant third-party service provider(s) or your bank or credit card issuer(s).

5.7. Zerion DNA. 

5.7.1. Zerion DNA. Zerion DNA is a dynamic NFT meant to change its appearance, reflecting Zerion Wallet transactions entered by the User. Each User with a Zerion Wallet can mint a free Zerion DNA, being charged only for gas fees. You shall store your Zerion DNA in the Zerion Wallet to ensure its evolution. 

5.7.2. Characteristics of Zerion DNA. Your Zerion DNA comprises six attributes that combine to form your on-chain footprint and are represented by different layers in your NFT. Predictable Attributes are relatively static and can only evolve positively or remain constant: Headwear – the number of transactions; Body – the number of weeks the DNA was held; Background – gas spent on transactions in Zerion Wallet. Dynamic Attributes refer to the other three attributes that are dynamic and fluctuate with market movement and frequent transactions. Dynamic Attributes include Clothing – the value of your assets; Color reflects the network with the highest balance in your Zerion Wallet; Filling is influenced by the number of tokens you hold in your Zerion Wallet.

5.7.3. Zerion Premium DNA. Zerion Premium DNA is Zerion DNA with additional visual features, that provides its holder access to the Zerion Premium services as described in Annex C. Zerion Premium DNA can be minted/upgraded after purchasing the Zerion Premium subscription or purchased on the secondary market. 

5.7.4 Proprietary rights. The User has full proprietary rights to the Zerion DNA and can transfer it to any other Digital Asset Wallet. However, Zerion DNA will not evolve if you transfer it to a non-Zerion Wallet, as it can reflect the transactions commenced using the Zerion Wallet address where Zerion DNA is stored. If the User has two or more Zerion DNA in his Zerion Wallet, only ‘Primary’ Zerion DNA will evolve. Users of certain kinds of Zerion DNA may be part of the Zerion loyalty program

PART 6.   FEES AND TAXES 

6.1. Fees. By using the Services, you agree to pay all applicable fees. Fees applicable to the Services or any component of the Services, if any, shall be published at  https://zerion.io/ and/or Zerion Interface. Zerion reserves its right to charge Users with Swap Fees, Bridges Fees and the other fees now or in future set by the Company and published at Zerion Website.  

6.2. Alteration of Fees. The Company reserves the right to modify, from time to time, the size, the amounts and the percentage rates of its fees, providing the User with a respective notification of such charges accordingly. Any alteration to charges will be notified to you in advance of the relevant change via our Website or the mobile app. You need to monitor and/or to regularly check the fees and charges on our Website or in the mobile app, taking into account that the Company is under no obligation to make personal notifications of the alterations to the charges. Your continued use of our platform shall be considered as your consent and agreement to such changes and shall be governed by those Terms and Conditions, as modified. If you do not wish to be bound by those changes you should cease to use our platform and inform us immediately. 

6.3. Digital Asset Transfer Fees. Zerion does not charge any fees when receiving or sending Digital Assets from/to another wallet location.

6.4. Fee Waiver. Zerion reserves the right to provide Fee waivers or fee discounts to certain Users following the rules of loyalty or promotions programs, including Zerion Premium subscribers. Discounts or special pricing may vary by country or region and may reflect factors including, but not limited to, local economic conditions, market strategies, promotional campaigns, taxation, and operational costs. Users acknowledge and accept that discounts offered to Users from specific countries or regions are based solely on objective and non-discriminatory grounds.

6.5. Third Parties and Network Fees. Please note that network fees and third-party fees can be imposed on any Transactions and Digital Asset Transfers and have no relation to Zerion fees. Bank fees, credit card, and debit card fees charged for any Digital Asset purchases may be netted out of the settled amount of your Digital Asset purchases from Third Party Payment Services Partners. You are responsible for paying any additional fees charged by your financial service provider. 

6.6. Taxes. It is your sole responsibility to determine whether and to what extent any taxes apply to any transaction via Zerion Wallet or the Zerion Interface and to withhold, collect, report and remit the correct amount of tax to the appropriate tax authorities.

PART 7.  AVAILABILITY AND ACCURACY

7.1. Access and Availability.  While the Services have been extensively tested, the software used for the Services is still relatively new and could have bugs or security vulnerabilities. Further, the software is still under development and may undergo significant changes over time that may not meet users’ expectations. 

7.2. Accuracy.  Although we intend to provide accurate and timely information on the Zerion Interface, the Zerion Interface (including, without limitation, the content) may not always be entirely accurate, complete or current and may also include technical inaccuracies or typographical errors. In an effort to continue to provide you with as complete and accurate information as possible, information may, to the extent permitted by applicable law, be changed or updated from time to time without notice, including, without limitation, information regarding our policies, products, and services. Accordingly, you should verify all information before relying on it, and all decisions based on information contained on the Zerion Interface are your sole responsibility, and we shall have no liability for such decisions. Links to third-party materials (including, without limitation, any websites) may be provided as a convenience but are not controlled by us. You acknowledge and agree that we are not responsible for any aspect of the information, content, or services contained in any such third-party materials accessible or linked to the Zerion Interface.

PART  8.   DESCRIPTION AND ACKNOWLEDGMENT OF RISKS 

8.1. No Insurance or Regulator protection. Digital assets are not legal tender, are not backed by the government, and digital asset accounts and value balances on Zerion are not subject to Federal Deposit Insurance Corporation or Securities Investor Protection Corporation protections. Zerion is not a bank and does not offer fiduciary services. As a software provider, Zerion is not regulated by any federal or state regulatory agency and is not subject to any such agencies' examination or reporting requirements.

8.2. Technical Risks. The Zerion Interface may be temporarily unavailable from time to time for maintenance or other reasons. Zerion assumes no responsibility for any error, omission, interruption, deletion, defect, delay in operation or transmission, communications line failure, theft or destruction or unauthorised access to, or alteration of, user communications. Zerion is not responsible for any problems or technical malfunction of any telephone network or lines, computer online systems, servers or providers, computer equipment, software, failure of email or players on account of technical problems or traffic congestion on the Internet or on via the Services or combination thereof, including injury or damage to users or to any other person's computer related to or resulting from participating or downloading materials in connection with the Web and/or in connection with the Zerion Interface and Zerion Wallet. Under no circumstances will Zerion be responsible for any loss or damage, including any loss or damage to any user content or user data, financial damages or lost profits, loss of business, or personal injury or death, resulting from anyone's use of the Service, any User Content or Third Party Content posted on or through the Services or transmitted to users, or any interactions between users of the Services, whether online or offline.

8.3. Network Risks. Zerion makes no guarantee as to the functionality of any blockchain network or Dapp, which could, among other things, lead to delays, conflicts of interest, or operational decisions by third parties that are unfavorable to certain owners of Digital Assets or lead to your inability to complete a transaction using our Services. The transaction details you submit via the Services may not be completed or may be substantially delayed on the Ethereum network, and Zerion takes no responsibility for the failure of a transaction to be confirmed or processed as expected. There are no warranties or guarantees that a transfer initiated on the Services will successfully transfer title or right in any Digital Assets.

8.4. Security Risk. Digital Assets and use of the Zerion Wallet and Zerion Interface may be subject to expropriation and/or theft. Hackers or other malicious groups or organizations may attempt to interfere with Zerion Wallet and Zerion Interface in a variety of ways, including, but not limited to, malware attacks, denial of service attacks, consensus-based attacks, Sybil attacks, smurfing and spoofing. Furthermore, because the Ethereum protocol rest on open source software, there is the software underlying the Services may contain intentional or unintentional bugs or weaknesses which may negatively affect Zerion Wallet and Zerion Interface or result in the loss of the User’s Digital Assets, the loss of user’s ability to access or control their Zerion Wallet. In the event of such a software bug or weakness, there may be no remedy, and users are not guaranteed any remedy, refund or compensation.

8.5. Third-Party Resources and Promotions. The Zerion Interface 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 Interface. Zerion does not endorse 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.

8.6. Operation of Digital Asset Protocols. We do not own or control the underlying software protocols which govern the operation of  Digital Asset s supported on the Service. Generally, the underlying protocols are open source, and anyone can use, copy, modify, and distribute them. We assume no responsibility for the operation of the underlying protocols, and we are not able to guarantee the functionality or security of network operations. In particular, the underlying protocols may be subject to sudden changes in operating rules (including “forks”). Any such material operating changes may materially affect the availability, value, functionality, and/or the name of the  Digital Assets you store in your Digital Asset Wallet. Zerion does not control the timing and features of these material operating changes. It is your responsibility to make yourself aware of upcoming operating changes and you must carefully consider publicly available information and information concerning the digital asset protocols when determining whether to continue to use a Zerion Service for the affected  Digital Asset. You acknowledge and accept the risks of operating changes to digital asset protocols and agree that Zerion is not responsible for such operating changes and is not liable for any loss of value you may experience due to such changes in operating rules.

8.7. Volatility Risks. Zerion shall have no liability for Digital Asset fluctuations or loss associated with your use of a Zerion Wallet and Zerion Interface.  At any time, subject to outages, downtime, and other applicable policies, you may withdraw your Digital Assets by sending them to a different blockchain address.

PART 9.   INTELLECTUAL PROPERTY

9.1 Limited License.  All content in and in the Services, including but not limited to designs, text, graphics, pictures, video, information, software, music, sound, and other files, and their selection and arrangement (the “Content”), are the proprietary property of Zerion with all rights reserved. No Content may be modified, copied, distributed, framed, reproduced, republished, downloaded, displayed, posted, transmitted, or sold in any form or by any means, in whole or in part, without Zerion's prior written permission, except as provided in the following sentence and except that the foregoing does not apply to your own User Content (as defined below) that you legally post on the Zerion Interface. Provided that you are eligible for use of the Zerion Interface and Zerion Wallet, you are granted a limited license to access and use the Zerion Interface and to download or print a copy of any portion of the Content solely for your use in connection with your use of the Services, provided that you keep all copyright or other proprietary notices intact. Except for your own User Content (as defined below), you may not republish Content on any Internet, Intranet or Extranet site or incorporate the information in any other database or compilation and any other use of the Content is strictly prohibited. Any use of the Content other than as specifically authorised herein without the prior written permission of Zerion is strictly prohibited and will terminate the license granted herein. Such unauthorised use may also violate applicable laws, including, without limitation, copyright and trademark laws and applicable communications regulations and statutes. Unless explicitly stated herein, nothing in this Agreement shall be construed as conferring any license to intellectual property rights, whether by estoppel, implication or otherwise. This license is revocable by us at any time without notice and with or without cause.  IMPORTANT: Zerion provides all information as is, and you may not redistribute information displayed on or provided by the Zerion Interface.

9.2. Trademarks. Zerion and other Zerion graphics, logos, designs, page headers, button icons, scripts and service names are trademarks or trade dresses of Zerion in the U.S. and/or other countries. Zerion's trademarks and trade dress may not be used, including as part of trademarks and/or as part of domain names, in connection with any product or service in any manner that is likely to cause confusion and may not be copied, imitated, or used, in whole or in part, without the prior written permission of Zerion. Zerion may, at its sole discretion, limit access to the Site and/or terminate the memberships of any users who infringe any intellectual property rights of Zerion or others.

9.3. Copyright Complaints. If you believe that any material on the Site infringes upon any copyright which you own or control, you may send a written notification of such infringement to our Zerion as set forth below to [email protected] or by physical mail to Zerion Inc, 50 California Street Suite 1500, San Francisco, CA 94111.

To meet the notice requirements under the Digital Millennium Copyright Act, the notification must be a written communication that includes the following:

  • A physical or electronic signature of a person authorised to act on behalf of the owner of an exclusive right that is allegedly infringed;
  • Identification of the copyrighted work claimed to have been infringed, or, if multiple copyrighted works at a single online site are covered by a single notification, a representative list of such works at that site;
  • Identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled, and information reasonably sufficient to permit us to locate the material;
  • Information reasonably sufficient to permit us to contact the complaining party, such as an address, telephone number and, if available, an electronic mail address at which the complaining party may be contacted;
  • A statement that the complaining party has a good-faith belief that use of the material in the manner complained of is not authorised by the copyright owner, its agent or the law; and
  • A statement that the information in the notification is accurate and under penalty of perjury that the complaining party is authorised to act on behalf of the owner of an exclusive right that is allegedly infringed.

9.4. Submissions. You acknowledge and agree that any questions, comments, suggestions, ideas, feedback or other information about the Site or the Services ("Submissions"), provided by you to Zerion are non-confidential and shall become the sole property of Zerion. Zerion shall own exclusive rights, including all intellectual property rights, and shall be entitled to the unrestricted use and dissemination of these Submissions for any purpose, commercial or otherwise, without acknowledgement or compensation to you.

PART 10.   GENERAL USE, PROHIBITED USE, AND TERMINATION

10.1. Prohibited Use. In connection with your use of the Services, and your interactions with other users, and third parties you agree and represent you will not engage in any unlawful activity, abusive activity, fraud, gambling, intellectual property infringement, or prohibited activities restricted by card networks (collectively, “Prohibited Use”) and as further defined on our Prohibited Use Policy. You agree that you are only using our Services with legally-obtained funds that rightfully belong to you. We reserve the right at all times to monitor, review, retain and/or disclose any information as necessary to satisfy any applicable law, regulation, sanctions programs, legal process or governmental request. We reserve the right to cancel and/or suspend your Zerion Wallet and/or prevent you from entering into transactions via Zerion Interface if we determine, in our sole discretion, that your Account is associated with a Prohibited Use.

10.2. Suspension.  Zerion may suspend, restrict or terminate your access to the Zerion Interface if: (i) We are so required by a facially valid subpoena, court order, or binding order of a government authority; (ii) We reasonably suspect you of using the Services in connection with a Prohibited Use; (iii) Use of your using the Services is subject to any pending litigation, investigation, or government proceeding and/or we perceive a heightened risk of legal or regulatory non-compliance associated with your activity; (iv) Our service partners are unable to support your use; (v) You take any action that Zerion deems as circumventing Zerion's controls.

10.3. Not an Offering of Securities or Commodities. The content of the Site and the Services do not constitute an offer to buy or sell or a solicitation of an offer to buy or sell investments, securities, partnership interests, commodities or any other financial instruments; the content or the Site and the Services also do not constitute, and may not be used for or in connection with, an offer or solicitation by anyone in any state or jurisdiction in which such an offer or solicitation is not authorised or permitted, or to any person to whom it is unlawful to make such offer or solicitation.

10.4. No Advice. Zerion makes no representation or warranty, express or implied, to the extent not prohibited by applicable law, regarding the advisability of investing in securities, funds, commodity interests, partnership interests or other investments or funding or purchasing loans. The past performance of any investment, loan, security, partnership interest, commodity or financial instrument is not a guide to future performance. Zerion does not offer fiduciary services and is not your agent, advisor or fiduciary.

PART 11.   DISPUTES

11.1. Arbitration Agreement. If we cannot resolve the dispute through the Formal Complaint Process, you and we agree that any dispute arising out of or relating to this Agreement or the Services, including, without limitation, federal and state statutory claims, common law claims, and those based in contract, tort, fraud, misrepresentation, or any other legal theory, shall be resolved through binding arbitration, on an individual basis (the “Arbitration Agreement”). Subject to applicable jurisdictional requirements, you may elect to pursue your claim in your local small claims court rather than through arbitration so long as your matter remains in small claims court and proceeds only on an individual (non-class and non-representative) basis. Arbitration shall be conducted in accordance with the American Arbitration Association's rules for arbitration of consumer-related disputes (accessible at https://www.adr.org/sites/default/files/Consumer%20Rules.pdf). This Arbitration Agreement includes, without limitation, disputes arising out of or related to the interpretation or application of the Arbitration Agreement, including the enforceability, revocability, scope, or validity of the Arbitration Agreement or any portion of the Arbitration Agreement. All such matters shall be decided by an arbitrator and not by a court or judge.

11.2. Arbitration Procedures. The arbitration will be conducted by a single, neutral arbitrator and shall take place in the county or parish in which you reside or another mutually agreeable location in the English language. The arbitrator may award any relief that a court of competent jurisdiction could award, and the arbitral decision may be enforced in any court. An arbitrator’s decision and judgment thereon will not have a precedential or collateral estoppel effect. At your request, hearings may be conducted in person or by telephone, and the arbitrator may provide for submitting and determining motions on briefs without oral hearings. To the extent permitted by law, the prevailing party in any action or proceeding to enforce this Agreement, any arbitration pursuant to this Agreement, or any small claims action shall be entitled to costs and attorneys’ fees.

11.3. Waiver of Class Action and Jury Trial. YOU AND WE AGREE THAT, BY ENTERING INTO THIS AGREEMENT, YOU AND ZERION ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE IN A CLASS ACTION. YOU AND WE ACKNOWLEDGE THAT ARBITRATION WILL LIMIT YOUR LEGAL RIGHTS, INCLUDING THE RIGHT TO PARTICIPATE IN A CLASS ACTION, THE RIGHT TO A JURY TRIAL, THE RIGHT TO CONDUCT FULL DISCOVERY, AND THE RIGHT TO APPEAL (EXCEPT AS PERMITTED IN SECTION 12.3 OR UNDER THE FEDERAL ARBITRATION ACT).

11.4. Disclaimers.  None of Zerion, its parent, any of its affiliates, subsidiaries, providers or their respective officers, directors, employees, agents, independent contractors or licensors (collectively the “Zerion Parties”) guarantees the accuracy, adequacy, timeliness, reliability, completeness, or usefulness of any of the Content and the Zerion Parties disclaim liability for errors or omissions in the Content. This Zerion Interface and Zerion Wallet and all of the Content are provided "as is" and "as available" without any warranty, either express or implied, including the implied warranties of merchantability, fitness for a particular purpose, non-infringement or title. Additionally, there are no warranties regarding the results of your use of the Content. The Zerion Parties do not warrant that the Zerion Interface is free of viruses or other harmful components. This does not affect those warranties which are incapable of exclusion, restriction or modification under the laws applicable to this Agreement. Zerion cannot guarantee and does not promise any specific results from the use of the Services to exchange, borrow, loan, stake or pool digital assets.

11.5. Release of Claims. You expressly agree that you assume all risks in connection with your access and use of the Services. 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 Interface and your interaction with the Services. If you are a California resident, you waive the benefits and protections of California Civil Code § 1542, which provides: ”[a] general release does not extend to claims that the creditor or releasing party does not know or suspect to exist in his or her favor at the time of executing the release and that, if known by him or her, would have materially affected his or her settlement with the debtor or released party.”

11.6. Governing Law; Venue and Jurisdiction

By visiting or using the Services, you agree that the laws of the state of California, without regard to any principles of conflict of laws that would require or permit the application of the laws of any other jurisdiction, will govern this Agreement. If you use the Services, the terms of the Services will be governed by federal laws and the laws of the state of California to the extent not preempted, without regard to any principle of conflicts of laws that would require or permit the application of the laws of any other jurisdiction.

PART 12. INDEMNIFICATION

You specifically agree that you will be personally responsible for your use of the Services, your participation in the Zerion rewards program, or using benefits provided by Zerion. To the fullest extent permitted by applicable laws, you agree to indemnify, defend and hold harmless Zerion, as well as its affiliates and service providers, and each of their respective past, present and future officers, directors, members, employees, consultants, representatives and agents, and each of their respective successors and assigns (the “Indemnified Parties”) from and against all actual or alleged third party claims, damages, awards, judgments, losses, liabilities, obligations, taxes, penalties, interest, fees, expenses (including, without limitation, attorneys’ fees and expenses) and costs (including, without limitation, court costs, costs of settlement and costs of pursuing indemnification and insurance), of every kind and nature whatsoever, whether known or unknown, foreseen or unforeseen, matured or unmatured, or suspected or unsuspected, in law or equity, whether in tort, contract or otherwise (collectively, “Claims”), including, but not limited to, damages to property or personal injury, that are caused by, arise out of or are related to: (a) your use of the Serviceyour participation in the Zerion rewards program, benefits provided by Zerion, or any site or service accessible as part of the Service; (b) your violation of these Terms or Privacy Policy, or applicable law; (c) your violation of the rights of a third party; (d) your negligence or willful misconduct and (e) any disputes or issues between you or any third party. You agree to promptly notify us of any third-party claims and cooperate with the Indemnified Parties in defending such claims. You further agree that the Indemnified Parties shall have the right to control the defence or settlement of any third party claims as they relate to us if they so choose.

PART 13.  GENERAL PROVISIONS

13.1. Amendments. We may amend or modify this Agreement by posting on Zerion Interface or emailing you the revised Agreement, 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 Agreement. 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 Agreement includes a material change, we will endeavour to provide you advanced notice via our website and/or email before the material change becomes effective.

13.2. Assignment. You may not assign any rights and/or licenses granted under this Agreement. We reserve the right to assign our rights without restriction, including without limitation, to any Zerion 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, this Agreement will bind and insure to the benefit of the parties, their successors, and permitted assigns. In the event that Zerion 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.

13.3. Force Majeure. Zerion shall not be liable for delays, failure in performance or interruption of service which result 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.

13.4. Links to Other Web Sites and Content. The Zerion Interface and Zerion Wallet contain (or you may be sent through the Zerion Interface and Zerion Wallet) links to other websites (“Third Party Sites”), as well as articles, photographs, text, graphics, pictures, designs, music, sound, video, information, software and other content belonging to or originating from third parties (the “Third Party Content”). Such Third Party Sites and Third Party Content are not investigated, monitored or checked for accuracy, appropriateness, or completeness by us, and we are not responsible for any Third Party Sites accessed through the Zerion Interface and Zerion Wallet or any Third Party Content posted on the Zerion Interface and Zerion Wallet), including without limitation the content, accuracy, offensiveness, opinions, reliability or policies of or contained in the Third Party Sites or the Third Party Content. Inclusion of or linking to any Third Party Site or any Third Party Content does not imply approval or endorsement thereof by us. If you decide to leave the Site and access the Third Party Sites, you do so at your own risk, and you should be aware that our terms and policies no longer govern. You should review the applicable terms and policies, including privacy and data gathering practices, of any site to which you navigate from the Zerion Interface and Zerion Wallet.

13.5. No-Waiver. The failure of Zerion 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 this Agreement is held invalid, the remainder of this Agreement shall continue in full force and effect. If any provision of this Agreement shall be deemed unlawful, void or for any reason unenforceable, then that provision shall be deemed severable from this Agreement and shall not affect the validity and enforceability of any remaining provisions.

13.6. Notices. To give us notice under this Agreement, the user must contact Zerion by email to [email protected].

13.7. Promotions. From time to time, Zerion may make available special offers or conduct promotions for qualifying users. Subject to applicable laws, Zerion may establish qualifying criteria to participate in any special promotion at its sole discretion. Zerion may revoke any special offer at any time without notice. Zerion shall have no obligation to make special offers available to all users. Zerion makes no recommendation and does not provide any advice about the value or utility of any digital assets, pool, lending arrangement or Services otherwise subject to a promotion.

13.8. Severability. If any provision of this Agreement shall be determined to be invalid or unenforceable under any rule, law, or regulation of any local, state, or federal government agency, 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 this Agreement, but the rest of the Agreement will remain in full force and effect.

13.9. Access to the Digital Assets. Your access to the Digital Assets in your Zerion Wallet after termination will depend on your access to the backup of your Wallet address and private key.

13.10. Survival The following provisions of this Agreement shall survive termination of your use or access to the Zerion Interface and Zerion Wallet): the sections concerning Indemnification, Disclaimer of Warranties, Limitation of Liability, Waiver, Applicable Law and Dispute Resolution, and General Provisions, and any other provision that by its terms survives termination of your use or access to the Zerion Interface and Zerion Wallet).

ANNEX A: PROHIBITED USE, PROHIBITED BUSINESS, AND CONDITIONAL USE POLICY

Prohibited Use

You may not use the Services to engage in the following categories of activity (“Prohibited Uses”). The specific uses listed below are representative but not exhaustive. If you are uncertain as to whether or not your use of the Services involves a Prohibited Use or have questions about how these requirements apply to you, please contact us at [email protected]. By opening a Zerion Wallet, accessing the Zerion Interface, or using Zerion Premium Services, you confirm that you will not use your Account to do any of the following, as relevant:

  • Abusive Activity: Actions which impose an unreasonable or disproportionately large load on our infrastructure or detrimentally interfere with intercept, or expropriate any system, data, or information; transmit or upload any material to the Zerion Interface that contains viruses, trojan horses, worms, or any other harmful or deleterious programs; attempt to gain unauthorised access to the Services, computer systems or networks connected to the Services, through password mining or any other means; use Zerion Wallet

information of another party to access or use the Zerion Wallet, or transfer your account access or rights to your account to a third party, unless by operation of law or with the express permission of Zerion.

  • Abuse Other Users: Interfere with another individual's or entity's access to or use of any Services; defame, abuse, extort, harass, stalk, threaten or otherwise violate or infringe the legal rights (such as, but not limited to, rights of privacy, publicity and intellectual property) of others; incite, threaten, facilitate, promote, or encourage hate, racial intolerance, or violent acts against others; harvest or otherwise collect information from the Services about others, including without limitation email addresses, without proper consent.
  • Fraud: Activity which operates to defraud Zerion, Zerion users, or any other person; provide any false, inaccurate, or misleading information to Zerion.
  • Gambling: Lotteries; bidding fee auctions; sports forecasting or odds making; fantasy sports leagues with cash prizes; internet gaming; contests; sweepstakes; games of chance
  • Intellectual Property Infringement: Engage in transactions involving items that infringe or violate any copyright, trademark, right of publicity or privacy or any other proprietary right under the law, including but not limited to sales, distribution, or access to counterfeit music, movies, software, or other licensed materials without the appropriate authorization from the rights holder; use of Zerion intellectual property, name, or logo, including use of Zerion trade or service marks, without express consent from Zerion or in a manner that otherwise harms Zerion or the Zerion brand; any action that implies an untrue endorsement by or affiliation with Zerion.
  • Unlawful Activity: Activity which would violate, or assist in violation of, any law, statute, ordinance, or regulation, sanctions programs administered in the countries where Zerion conducts business, including but not limited to the U.S. Department of Treasury's Office of Foreign Assets Control ("OFAC"), or which would involve proceeds of any unlawful activity; publish, distribute or disseminate any unlawful material or information.

Prohibited Business

You may not use your Zerion Wallet(s) to engage in the following categories of activity ("Prohibited Use(s)"). The specific types of use listed below are representative but not exhaustive. If you are uncertain as to whether or not your use of the Services involves a Prohibited Use or have questions about how these requirements apply to you, please contact us at [email protected]. By opening a Zerion Wallet, you confirm that you will not use your Zerion Wallet to do any of the following:

  • Counterfeit or Unauthorised Goods: Unauthorised sale or resale of a brand name or designer products or services; sale of goods or services that are illegally imported or exported or which are stolen.
  • High-risk businesses: any business that we believe poses elevated financial risk or legal liability or violates card network or bank policies.
  • Intellectual Property or Proprietary Rights Infringement: Sales, distribution, or access to counterfeit music, movies, software, or other licensed materials without the appropriate authorisation from the rights holder.
  • Investment and Credit Services: Securities brokers; mortgage consulting or debt reduction services; credit counselling or repair; real estate opportunities; investment schemes.
  • Multi-level Marketing: Pyramid schemes, network marketing, and referral marketing programs
  • Pseudo-Pharmaceuticals: Pharmaceuticals and other products that make health claims that have not been approved or verified by the applicable local and/or national regulatory body.
  • Regulated Products and Services: Marijuana dispensaries and related businesses; sale of tobacco, e-cigarettes, and e-liquid; online prescription or pharmaceutical services; age-restricted goods or services; weapons and munitions; gunpowder and other explosives; fireworks and related goods; toxic, flammable, and radioactive materials; products and services with varying legal status on a state-by-state basis.
  • Restricted Financial Services: Check cashing, bail bonds, and collections agencies.
  • Substances designed to mimic illegal drugs: Sale of a legal substance that provides the same effect as an illegal drug (e.g., salvia, kratom).
  • Unfair, predatory or deceptive practices: Investment opportunities or other services that promise high rewards; Sale or resale of a service without added benefit to the buyer; resale of government offerings without authorization or added value; sites that we determine in our sole discretion to be unfair, deceptive, or predatory towards consumers.

Conditional Use

Express written consent and approval from Zerion must be obtained prior to using Services for the following categories of business and/or use ("Conditional Uses"). Consent may be requested by contacting us at [email protected]. Zerion may also require you to agree to additional conditions, make supplemental representations and warranties, complete enhanced on-boarding procedures, and operate subject to restrictions if you use Services in connection with any of following businesses, activities, or practices:

  • Money Services: Money transmitters, digital asset transmitters; currency or digital asset exchanges or dealers; gift cards; prepaid cards; sale of in-game currency unless the merchant is the operator of the virtual world; act as a payment intermediary or aggregator or otherwise resell any of the Services.
  • Games of Skill: Games which are not defined as gambling under this Agreement or by law, but which require an entry fee and award a prize.
  • Charities: Acceptance of donations for nonprofit enterprises.
  • Religious/Spiritual Organizations: Operation of a for-profit religious or spiritual organization.

This policy describes how the Company delivers communications to you electronically. The Company may amend this policy at any time by providing a revised version on our website. The revised version will be effective at the time we post it. We will provide you with prior notice of any material changes via our website.

Electronic Delivery of Communications

You agree and consent to receive electronically all communications, agreements, documents, notices, and disclosures (collectively, "Communications") that we provide in connection with your Zerion Wallet(s) and your use of the Zerion. Communications include:

  • Terms of use and policies you agree to (e.g., the Zerion Terms of Use and Privacy Policy), including updates to these agreements or policies;
  • Account details, history, transaction receipts, confirmations, and any other Account or transaction information;
  • Legal, regulatory, and tax disclosures or statements we may be required to make available to you; and
  • Responses to claims or customer support inquiries filed in connection with your Account.

Zerion will provide these Communications to you by posting them on the Zerion website, emailing them to you at the primary email address listed in your Zerion profile, communicating to you via instant chat, and/or through other electronic communication such as text message or mobile push notification.

Hardware and Software Requirements

In order to access and retain electronic Communications, you will need the following computer hardware and software:

  • A device with an Internet connection;
  • A current web browser that includes 128-bit encryption (e.g., Internet Explorer version 9.0 and above, Firefox version 3.6 and above, Chrome version 31.0 and above, or Safari

7.0 and above) with cookies enabled;

  • A valid email address (your primary email address on file with the Company); and
  • Sufficient storage space to save past Communications or an installed printer to print them.

You may withdraw your consent to receive Communications electronically by contacting us at [email protected]. If you fail to provide or if you withdraw your consent to receive Communications Electronically, the Company reserves the right to immediately close your Account or charge you additional fees for paper copies.

Updating your Information

It is your responsibility to provide us with a true, accurate, and complete e-mail address and your contact information, and to keep such information up to date. You understand and agree that if the Company sends you an electronic Communication but you do not receive it because your primary email address on file is incorrect, out of date, blocked by your service provider, or you are otherwise unable to receive electronic Communications, the Company will be deemed to have provided the Communication to you.

You may update your information by logging into your account and visiting settings or by contacting our support team at [email protected].

ANNEX C:  ZERION PREMIUM POLICY

Zerion Premium is an optional subscription service that unlocks access to additional features for all Zerion Interface users, doesn’t matter if the user has a Zerion Wallet or non-Zerion wallet connected to the Zerion Interface. The User can purchase an annual Zerion Premium subscription for a single wallet address (Individual plan) or for multiple, up to 7 wallet addresses (Bundle plan). The subscription is not automatically renewable.

1.   THE SCOPE OF ZERION PREMIUM SERVICES

The services included in the Zerion Premium subscription are listed on the Zerion Website (https://zerion.io/premium). From time to time, we may add new items to the Zerion Premium perks. We may also remove some of the existing features if we can no longer provide them for legal or technical reasons, or it will contradict the Company’s interests. In addition, some features may become free of charge for all Zerion Premium Users in the future.

  • Profit&Loss for all supported EVM networks

The Users can review profit & loss for any chain and asset supported by Zerion Interface,  and the whole portfolio is calculated automatically. The profit & loss are calculated from the day the assets were deposited to the wallet to the current day.

  • Perks updates for all your addresses;

Perks are bonuses a User is eligible for based on the User's on-chain profile.With Zerion Premium, Users are notified about airdrops and and whitelist opportunities.

  • Download a CSV of your transaction history across all networks;

Get a CSV file with up to 9,000 last transactions across networks supported by Zerion Interface.

  • Reduced Zerion fee for trading and bridging

Zerion Premium subscribers are eligible for a 50% discount for applicable fees charged by Zerion. Zerion reserves the right to modify the discount amount from time to time, providing the subscriber with a respective notification of such amendments accordingly. Any alteration to the discount will be notified to you in advance of the relevant change via our Website or the mobile app.

  • Early access to our features

Holders of Zerion Premium are provided with early access to new features implemented by Zerion.  They are the first ones who can benefit from and test product updates and additional opportunities.

2. AVAILABILITY

Zerion strives to make its services available for all Users all the time. Still, occasional technical issues may temporarily prevent us from delivering services to our users, including Zerion Premium Services. Zerion will not compensate you for any direct or indirect loss resulting from our temporary inability to provide Zerion Premium Services.

Zerion Premium Services are available on Zerion App, Web Application and Browser extensions.

Zerion Wallet Addresses and Non-Zerion Wallet Addresses are equally eligible for Zerion Premium Services.  

PLEASE NOTE THAT ZERION PREMIUM SERVICES CAN BE PROVIDED TO SMART CONTRACTS WALLETS.

Smart Contract Wallet can enjoy the Zerion Premium Services only if such wallet is added as one of the wallets in a Bundle when the User has bought a subscription for a Bundle plan, but a Smart Contract Wallet cannot be a main address in for Zerion Premium.

3. DIFFERENCE BETWEEN INDIVIDUAL AND BUNDLE PLANS.

The individual plan offers Zeriom Premium Services for just one address.

In the Bundle plan, a User can add up to 7 addresses, all of which will have the Premium benefits. Please note that only the main address will publicly appear as Premium, so there is no public cross-association between the wallets in the bundle.

4. PAYMENT

You can manage your Zerion Premium subscription by accessing the Zerion Website (https://zerion.io/premium) and choosing the option “Get Premium”, the User will be redirected to the web page where it is possible to purchase the chosen plan (https://app.zerion.io/premium-setup/purchase). The Zerion Premium shall be paid in digital assets, provided for a choice to the User, in the amount equivalent to the fee stated on the Website. The User is solely responsible for covering network fees.

5. TAXES, FEES AND REFUNDS

You are responsible for all applicable taxes, network fees, and other fees associated with using the Zerion Premium.

Users can cancel their subscription within 14 days of purchase and request the purchase price refund. Please contact our Support team via the Zerion App (“Settings” > ”Support”) or send your request via email to [email protected].

If the User cannot use Zerion Premium Services and communicates the problems to the Support team no later than 14 days after the purchase. 

6. ACCESS TO ZERION PREMIUM SERVICES

Individual Plan:

To access Zerion Premium Services, the User shall select a Zerion DNA or mint one, if not already owned. Upon purchase, the selected DNA receives the on-chain Premium attribute. The wallet address that holds Zerion DNA with Premium attribute (Zerion Premium DNA) has access to the Zerion Premium Services.

Bundle Plan:

The Bundle Plan allows the User to have one main wallet address, which will publicly appear as Premium, and the User can select up to 6 additional wallet addresses that will be eligible for Zerion Premium Services.

For the main wallet address the User shall select a Zerion DNA or mint one, if not already owned. Additional wallet addresses can be added by searching or pasting addresses, ENS, or other domains.

7. ZERION GENESIS HOLDERS

The integration of Zerion Genesis benefits, which was on May 18th 2023, into the main NFT collection, Zerion DNA, allows holders to enjoy both Zerion Premium Services and Genesis fee waiver advantages. Zerion Geneis NFTs that belonged to the Legendary and Rare categories and were transformed to Zerion Premium DNAs have zero fees for an unlimited period of time. Such kinds of Zerion Premium DNAs have a “Lifetime” Premium attribute.

8. TRANSFER OF ZERION PREMIUM BETWEEN WALLET ADDRESSES

The User can enable Zerion Premium Services for the other Digital Wallet Address simply by transferring the Zerion Premium DNA. After transferring the Zerion Premium DNA, the initial wallet address will no longer have features granted by Zerion Premium subscription.  In the same way, the User can change the main address for the Bundle Plan.

Users have the option to upgrade from an individual to a bundle plan, enabling Premium benefits across additional addresses. Address modifications within the bundle are permitted via the Zerion app, subject to a 30-day lock period after selection, during which changes or new selections are restricted.

9. TERM

The Zerion Premium Services are valid for 12 months from the purchase date.

10. TERMINATION POLICY

Non-adherence to Zerion's Terms of Service and abuse of Zerion Premium Services may trigger a temporary or permanent exclusion from Zerion Premium Services without compensation or denial of a full refund in case the Customer requests subscription cancellation. 

Zerion reserves the right to discontinue subscriptions at any time due to external circumstances beyond its control or legal obligations. 

As Zerion Premium subscriptions do not auto-renew, users are not required to cancel to prevent renewal.

ANNEX D: TERMS AND CONDITIONS FOR TRANSACTIONS ON ZERϴ NETWORK

These Terms and Conditions regulate Zerion Wallet Users' access to sponsored transactions on ZERϴ Network, a layer-2 protocol based on the ZkSync stack and scaling Ethereum (“ZERϴ”, “ZERϴ Network”, or “Network”). 

ZERϴ Network is run and operated by Zero Network Foundation, and Zerion does not bear any responsibility for transaction commencement and execution on ZERϴ Network. Please read ZERϴ Network: Terms of Services before entering into a transaction on ZERϴ.

1. ACCESSING AND PARTICIPATING IN THE CAMPAIGN

1.1 You will be able to access sponsored gas fee transactions (“Sponsored transactions”, “Free transactions”) on ZERϴ strictly in accordance with these Terms. You are solely responsible for verifying the accuracy of any information obtained in connection with Zerion Services or in relation to the ZERϴ Network before accessing it or receiving Sponsored transactions or participating in any of them.

1.2 Please note that users can get coverage for gas fees on ZERϴ only if they interact with the Network using Zerion Wallet.

1.3 We accept no responsibility for, or liability to you, in connection with you accessing and interacting with ZERϴ Network and make no representations or warranties regarding how the transactions will be promoted or executed on ZERϴ Network, including the failure of the transactions, or any other networks malfunctions that can lead to monetary losses of the User’s funds.

2. HOW TO OBTAIN SPONSORED TRANSACTIONS?

Zerion offers Users free transactions on the ZERϴ Network based on the value of assets hold on ZERϴ Network and their activity on the Network. Zerion strives to enhance the User experience by covering gas fees on the ZERϴ Network in most cases. However, Zerion cannot guarantee that gas fees will be covered for all transactions made by the User on the ZERϴ Network.

Please note that there are time-based limitations on consecutive free transactions to prevent misuse of this feature.

3. AVAILABILITY

Following the Agreement with Zero Network Foundation, Zerion is able to cover gas fees for Zerion Wallet Users transactions on ZERϴ.  However, Zerion does not guarantee and does not take obligations to cover gas fees for all transactions on the ZERϴ Network. 

Zerion strives to make Sponsored transactions, according to these Terms and Conditions, available for Zeriong Users all the time. Still, occasional technical issues may temporarily prevent us from delivering services to our users. Zerion will not compensate you for any direct or indirect loss resulting from our temporary inability to provide sponsored transactions.

4. TERMINATION OF SPONSORED TRANSACTIONS

Non-adherence to Zerion's Terms of Service and abuse of sponsored transactions may trigger a temporary or permanent exclusion from Zerion Services or the benefits without compensation or denial of a full refund in case the Customer requests subscription cancellation. 

Zerion reserves the right to stop sponsoring transactions for its Users on ZERϴ at any time due to external circumstances beyond its control or legal obligations or under its own decision notifying users prior to cutting such benefits.