Terms of use
Last Revised: 16 October 2021
These Terms of Use are entered into between you (hereinafter referred to as “you” or “your”) and ZEN Operators (as defined below). By accessing, downloading, using, or clicking on “I agree” to accept any ZEN Services (as defined below) provided by ZEN (as defined below), you agree that you have read, understood, and accepted all of the terms and conditions stipulated in these Terms of Use (hereinafter referred to as the “Terms”) as well as our Privacy Policy, located at: https://www.unizen.io/privacy-policy. In addition, when using some features of the Zen Services, you may be subject to specific additional terms and conditions applicable to those features.
Please read the terms carefully, as they govern your use of the ZEN Services. THESE TERMS CONTAIN IMPORTANT PROVISIONS, INCLUDING AN ARBITRATION PROVISION THAT REQUIRES ALL CLAIMS TO BE RESOLVED BY WAY OF LEGALLY BINDING ARBITRATION. The terms of the arbitration provision are set forth in Article 10 hereunder (Resolving Disputes: Forum, Arbitration, Class Action Waiver). As with any asset, the values of Digital Currencies (as defined below) may fluctuate significantly and there is a substantial risk of economic losses when purchasing, selling, holding, or investing in Digital Currencies. BY MAKING USE OF THE ZEN SERVICES, YOU ACKNOWLEDGE AND AGREE THAT: (1) YOU ARE AWARE OF THE RISKS ASSOCIATED WITH TRANSACTIONS OF DIGITAL CURRENCIES; (2) YOU SHALL ASSUME ALL RISKS RELATED TO THE USE OF THE ZEN SERVICES AND TRANSACTIONS OF DIGITAL CURRENCIES; AND (3) ZEN SHALL NOT BE LIABLE FOR ANY SUCH RISKS OR ADVERSE OUTCOMES.
By accessing, using, or attempting to use the ZEN Services in any capacity, you acknowledge that you accept and agree to be bound by these Terms. If you do not agree, do not access ZEN, or do not utilize the ZEN Services.
I. DEFINITIONS
“Crypto-to-Crypto Trading” refers to spot transactions in which one digital currency is exchanged for another digital currency.
“Digital Assets” refers to Digital Currencies, or other types of digitalized assets with a certain value.
“Digital Currencies” refers to encrypted, or digital tokens, or cryptocurrencies with a certain value that are based on blockchain and cryptographic technologies and are issued and managed in a decentralized form.
“Users” refers to all individuals, institutions or organizations that access, download, or use ZEN or the ZEN Services and who meet the criteria and conditions stipulated by ZEN. If there exist other agreements for such entities as developers, distributors, market makers, and Digital Currencies exchanges, such agreements shall be followed.
“ZEN” refers to an ecosystem comprising ZEN websites (whose domain names include but are not limited to https://www.unizen.io and https://app.uinzen.io), mobile applications, clients, applets, and other applications that are developed to offer the ZEN Services, and includes independently operated platforms, websites, and clients within the ecosystem. In case of any inconsistency between relevant terms of use of the above platforms and the contents of these Terms, the respective applicable terms of such platforms shall prevail.
“ZEN Accounts” refers to the foundational virtual accounts, including main accounts and subaccounts, which are opened by ZEN for Users to record on ZEN their usage of ZEN Services, transactions, asset changes and basic information. ZEN Accounts serve as the basis for Users to enjoy and exercise their rights on ZEN.
“ZEN Operators” refer to all parties that run and operate ZEN, including, but not limited to, legal persons, unincorporated organizations and teams that provide the ZEN Services and are responsible for such services. For convenience, unless otherwise stated, references to “ZEN” and “we” in these Terms specifically mean ZEN Operators. UNDER THESE TERMS, ZEN OPERATORS MAY CHANGE AS ZEN’S BUSINESS ADJUSTS, IN WHICH CASE, THE CHANGED OPERATORS SHALL PERFORM THEIR OBLIGATIONS UNDER THESE TERMS WITH YOU AND PROVIDE SERVICES TO YOU, AND SUCH CHANGE DOES NOT AFFECT YOUR RIGHTS AND INTERESTS UNDER THESE TERMS. ADDITIONALLY, THE SCOPE OF ZEN OPERATORS MAY BE EXPANDED DUE TO THE PROVISION OF NEW ZEN SERVICES, IN WHICH CASE, IF YOU CONTINUE TO USE ZEN SERVICES, IT IS DEEMED THAT YOU HAVE AGREED TO JOINTLY EXECUTE THESE TERMS WITH THE NEWLY ADDED ZEN OPERATORS. IN CASE OF A DISPUTE, YOU SHALL DETERMINE THE ENTITIES BY WHICH THESE TERMS ARE PERFORMED WITH YOU AND THE COUNTERPARTIES OF THE DISPUTE, DEPENDING ON THE SPECIFIC SERVICES YOU USE AND THE PARTICULAR ACTIONS THAT AFFECT YOUR RIGHTS OR INTERESTS.
“ZEN Platform Rules” refer to all rules, interpretations, announcements, statements, letters of consent and other contents that have been and will be subsequently released by ZEN, as well as all regulations, implementation rules, product process descriptions, and announcements published in the ZEN website’s Help Centre or within products or service processes.
“ZEN Services” refers to various services provided to you by ZEN that are based on Internet and/or blockchain technologies and offered via ZEN websites, mobile applications, clients, and other forms (including new ones enabled by future technological development).
II. GENERAL PROVISIONS
1. About These Terms
A. Contractual Relationship
These Terms constitute a legal agreement and create a binding contract between you and ZEN Operators.
B. Supplementary Terms
Due to the rapid development of Digital Currencies and ZEN, these Terms between you and ZEN Operators do not enumerate or cover all rights and obligations of each party, and do not guarantee full alignment with needs arising from future development. Therefore, THE PRIVACY POLICY, ZEN PLATFORM RULES, AND ALL OTHER AGREEMENTS ENTERED INTO SEPARATELY BETWEEN YOU AND ZEN ARE DEEMED SUPPLEMENTARY TERMS THAT ARE AN INTEGRAL PART OF THESE TERMS AND SHALL HAVE THE SAME LEGAL EFFECT. YOUR USE OF ZEN SERVICES IS DEEMED YOUR ACCEPTANCE OF THE ABOVE SUPPLEMENTARY TERMS.
C. Changes to These Terms
We reserve the right to change or modify these Terms in our sole discretion at any time. We will notify you of such changes by updating the terms on our website and by modifying the Last Revised date displayed on this page. ANY AND ALL MODIFICATIONS OR CHANGES TO THESE TERMS WILL BECOME EFFECTIVE UPON PUBLICATION ON THE WEBSITE OR RELEASE TO USERS. THEREFORE, YOUR CONTINUED USE OF THE ZEN SERVICES IS DEEMED YOUR ACCEPTANCE OF THE MODIFIED AGREEMENT AND RULES. IF YOU DO NOT AGREE TO ANY CHANGES TO THESE TERMS, YOU MUST STOP USING THE ZEN SERVICES IMMEDIATELY. YOU ARE RECOMMENDED TO FREQUENTLY REVIEW THESE TERMS TO ENSURE YOUR UNDERSTANDING OF THE TERMS AND CONDITIONS THAT APPLY TO YOUR ACCESS TO AND USE OF THE ZEN SERVICES.
D. Prohibition of Use
BY ACCESSING AND USING THE ZEN SERVICES, YOU REPRESENT AND WARRANT THAT YOU HAVE NOT BEEN INCLUDED IN ANY TRADE EMBARGOES OR ECONOMIC SANCTIONS LIST (SUCH AS THE UNITED NATIONS SECURITY COUNCIL SANCTIONS LIST), THE LIST OF SPECIALLY DESIGNATED NATIONALS MAINTAINED BY OFAC (THE OFFICE OF FOREIGN ASSETS CONTROL OF THE U.S. DEPARTMENT OF THE TREASURY), OR THE DENIED PERSONS OR ENTITY LIST OF THE U.S. DEPARTMENT OF COMMERCE. ZEN RESERVES THE RIGHT TO CHOOSE MARKETS AND JURISDICTIONS TO CONDUCT BUSINESS, AND MAY RESTRICT OR REFUSE, IN ITS DISCRETION, THE PROVISION OF ZEN SERVICES IN CERTAIN COUNTRIES OR REGIONS.
2. About ZEN
As an important part of the ZEN Ecosystem, ZEN mainly serves as a global online platform for Digital Assets trading, and provides Users with a trading platform, financing services, technical services, and other Digital Assets-related services. As further detailed in Article 3 below, Users must register and open an account with ZEN, and deposit Digital Assets into their account prior to trading. Users may, subject to the restrictions set forth in these Terms, apply for the withdrawal of Digital Assets.
Although ZEN is committed to maintaining the accuracy of the information provided through the ZEN Services, ZEN cannot and does not guarantee its accuracy, applicability, reliability, integrity, performance, or appropriateness, nor shall ZEN be liable for any loss or damage that may be caused directly or indirectly by your use of these contents. The information about ZEN Services may change without notice, and the main purpose of providing such information is to help Users make independent decisions. ZEN does not provide investment or consulting advice of any kind and is not responsible for the use or interpretation of information on ZEN or any other communication medium. All Users of the ZEN Services must understand the risks involved in Digital Assets trading and are recommended to exercise prudence and trade responsibly within their own capabilities.
3. ZEN Account Registration and Requirements
A. Registration
All Users must apply for a ZEN Account before using certain ZEN Services. When you register a ZEN Account, you must provide your details, including your real name, email address, and password, and accept these Terms, the Privacy Policy, and other ZEN Platform Rules. ZEN may refuse, in its discretion, to open a ZEN Account for you. You agree to provide complete and accurate information when opening a ZEN Account and you agree to timely update any information you provide to ZEN to maintain the integrity and accuracy of the information. Only one User can be registered at a time, but each individual User (including any User that is a business or legal entity) may maintain only one main account at any given time. Institutional Users (including Users that are businesses and other legal entities) can open one or more sub-accounts under the main account with the consent of ZEN. For certain ZEN Services, you may be required to set up a special account independent from your ZEN Account, based on the provisions of these Terms or the Supplementary Terms. The registration, use, protection, and management of such trading accounts are equally governed by the provisions of this article and article 6, unless otherwise stated in these Terms or the Supplementary Terms. By applying for a ZEN Account, you represent and warrant that you will use the ZEN Services only your yourself and not for or on behalf of any third party, unless you have obtained prior written approval from ZEN.
B. Eligibility
By registering to use a ZEN Account, you represent and warrant that: (i) as an individual, you are at least 18 years of age, or are of legal age to form a binding contract under applicable laws; (ii) as an individual, legal person, or other organization, you have full legal capacity and sufficient authorizations to enter into these Terms; (iii) you have not been previously suspended or removed from using ZEN Services; (iv) you do not currently have a ZEN Account; (v) you are a non-U.S User; (vi) if you act as an employee or agent of a legal entity, and enter into these Terms on their behalf, you represent and warrant that you have all the necessary rights and authorizations to bind such legal entity; (vii) your use of the ZEN Services will not violate any and all laws and regulations applicable to you, including, but not limited to, regulations on anti-money laundering, anti-corruption, and counter-terrorist financing. Please note that not all Zen Services are available in every country.
C. User Identity Verification
Your application for an account with ZEN will be deemed to be your agreement to provide required personal information for identity verification. Such information will be used to verify Users’ identity, detect money laundering, terrorist financing, fraud and other financial crimes through ZEN, or for other lawful purposes stated by ZEN. We will collect, use, disclose, process, and manage such information in accordance with our Privacy Policy. In addition to providing such information, you agree to allow us to keep a record of that information during the period for which your account is active and within five (5) years after your account is closed, in compliance with global industry standards on data storage. You also authorize us to conduct necessary investigations directly or through a third party to verify your identity or protect you and/or us from financial crimes, such as fraud. The information we require to verify your identity may include, but is not limited to, your name, email address, contact information, phone number, username, government-issued ID, date of birth, taxpayer identification number, bank account details, financial details, and other information collected during account registration. When providing the required information, you confirm it is true, accurate, and not misleading in all respects. You may also be required to undergo enhanced customer due diligence, where ZEN may request that you submit additional information about yourself or your business (as the case may be), provide relevant records, and arrange for meetings with ZEN's representatives in order for ZEN to, among other things, establish the source of your wealth and funds for any transaction carried out in the course of your use of the ZEN Services. AFTER REGISTRATION, YOU MUST ENSURE THAT THE INFORMATION IS TRUE, COMPLETE, NOT MISLEADING IN AND RESPECTS AND UPDATED IN A TIMELY MANNER AS AND WHEN THERE ARE ANY CHANGES TO ANY INFORMATION THAT HAS BEEN PROVIDED TO US. IF THERE ARE ANY GROUNDS FOR BELIEVING THAT ANY OF THE INFORMATION YOU PROVIDED IS INCORRECT, INACCURATE, FALSE, OUTDATED, MISLEADING OR INCOMPLETE, ZEN RESERVES THE RIGHT TO SEND YOU A NOTICE TO DEMAND CORRECTION, DIRECTLY DELETE THE RELEVANT INFORMATION, AND, AS THE CASE MAY BE, TERMINATE ALL OR PART OF ZEN SERVICES THAT WE PROVIDE TO YOU. IF WE ARE UNABLE TO REACH YOU WITH THE CONTACT INFORMATION YOU PROVIDED, YOU SHALL BE FULLY LIABLE FOR ANY LOSS CAUSED TO OR EXPENSE INCURRED BY ZEN DURING YOUR USE OF THE ZEN SERVICES. YOU HEREBY ACKNOWLEDGE AND AGREE THAT YOU HAVE THE OBLIGATION TO UPDATE ALL THE INFORMATION THAT HAS BEEN PROVIDED TO US IN A TIMELY MANNER AS AND WHEN THERE ARE ANY CHANGES TO SUCH INFORMATION.
BY REGISTERING AN ACCOUNT, YOU HEREBY AUTHORIZE ZEN TO CONDUCT INVESTIGATIONS THAT ZEN CONSIDERS IN ITS SOLE DETERMINATION NECESSARY, EITHER DIRECTLY OR THROUGH A THIRD PARTY, TO VERIFY YOUR IDENTITY OR PROTECT YOU, OTHER USERS AND/OR ZEN FROM FRAUD OR OTHER FINANCIAL CRIMES, AND TO TAKE NECESSARY ACTIONS BASED ON THE RESULTS OF SUCH INVESTIGATIONS. YOU ALSO ACKNOWLEDGE AND AGREE THAT YOUR PERSONAL INFORMATION MAY BE DISCLOSED TO CREDIT BUREAUS AND AGENCIES FOR FRAUD PREVENTION OR FINANCIAL CRIME PREVENTION, WHICH MAY RESPOND TO OUR INVESTIGATIONS IN FULL.
D. Account Usage Requirements
The ZEN Account can only be used by the account registrant. ZEN reserves the right to suspend, freeze or cancel the use of ZEN Accounts by persons other than account registrant. If you suspect or become aware of any unauthorized use of your username and password, you should notify ZEN immediately. ZEN assumes no liability for any loss or damage arising from the use of ZEN Account by you or any third party with or without your authorization.
E. Account Security
ZEN has been committed to maintaining the security of User entrusted funds and has implemented industry standard protection for ZEN Services. However, the actions of individual Users may pose risks. You shall agree to treat your access credentials (such as username and password) as confidential information, and not to disclose such information to any third party. You also agree to be solely responsible for taking the necessary security measures to protect your ZEN Account and personal information.
You should be solely responsible for keeping safe of your ZEN Account and password and be responsible for all the transactions under your ZEN Account. ZEN assumes no liability for any loss or consequences caused by authorized or unauthorized use of your account credentials, including but not limited to information disclosure, information release, consent or submission of various rules and agreements by clicking on the website, online agreement renewal, etc.
By creating a ZEN Account, you hereby agree that:
i. you will notify ZEN immediately if you are aware of any unauthorized use of your ZEN Account and password or any other violation of security rules;
ii. you will strictly abide by all mechanisms or procedures of ZEN regarding security, authentication, trading, charging, and withdrawal; and
iii. you will take appropriate steps to logout from ZEN at the end of each visit.
F. Personal Data
Your personal data will be properly protected and kept confidential, but ZEN has the right to collect, process, use or disclose your personal data in accordance with the Terms (including the Privacy Policy) or applicable laws. Depending on the products or services concerned, your personal data may be disclosed to the following third parties:
i. your transaction counterparty;
ii. ZEN Operators, and the shareholders, partners, investors, directors, supervisors, senior managers and employees of such entities;
iii. our joint ventures, alliance partners and business partners;
iv. our agents, contractors, suppliers, third-party service providers and professional advisers, including the parties who have been contracted to provide us with administrative, financial, research, operations, IT and other services, in such areas as telecommunications, information technology, payroll, information processing, training, market research, storage and archival;
v. third-party business partners who provide goods and services or sponsor contests or other promotional activities, whether or not in cooperation with us;
vi. insurance companies or insurance investigators and credit providers;
vii. credit bureaus, or any debt collection agencies or dispute resolution centres in the event of violation or dispute;
viii. business partners, investors, trustees or assignees (actual or expected) that promote business asset transactions (which can be broadened to include any merger, acquisition or asset sale) of ZEN Operators;
ix. professional consultants such as auditors and lawyers;
x. relevant government regulatory agencies or law enforcement agencies to comply with laws or regulations formulated by government authorities;
xi. assignees of our rights and obligations;
xii. banks, credit card companies and their respective service providers;
xiii. persons with your consent as determined by you or the applicable contract.
III. ZEN SERVICES
Upon completion of the registration and identity verification for your ZEN Account, you may use various ZEN Services, including, but not limited to, crypto-to-crypto trading, acquiring market-related data, research and other information released by ZEN, participating in User activities held by ZEN, etc., in accordance with the provisions of these Terms. ZEN has the right to:
i. provide, modify or terminate, in its discretion, any ZEN Services based on its development plan; and
ii. allow or prohibit some Users’ use of any ZEN Services in accordance with relevant ZEN Platform Rules.
1. Service Usage Guidelines
A. License
Provided that you constantly comply with the express terms and conditions stated in these Terms, ZEN grants you a revocable, limited, royalty-free, non-exclusive, non-transferable, and non-sublicensable license to access and use ZEN Services through your computer or Internet compatible devices for your personal/internal purposes. You are prohibited to use the ZEN Services for resale or commercial purposes, including transactions on behalf of other persons or entities. All the above actions are expressly prohibited and constitute a material violation of these Terms. The content layout, format, function, and access rights regarding the ZEN Services should be stipulated at the discretion of ZEN. ZEN reserves all rights not expressly granted in these Terms. Therefore, you are hereby prohibited from using the ZEN Services in any way not expressly authorized by these Terms.
These Terms only grant a limited license to access and use the ZEN Services. Therefore, you hereby agree that when you use the ZEN Services, ZEN does not transfer the ZEN Services or the ownership or intellectual property rights of any ZEN intellectual property to you or anyone else. All the text, graphics, user interfaces, visual interface, photos, sounds, process flow diagrams, computer code (including html code), programs, software, products, information and documents, as well as the design, structure, selection, coordination, expression, look and feel, and layout of any content included in the services or provided through ZEN Services, are exclusively owned, controlled and/or licensed by ZEN Operators or its members, parent companies, licensors or affiliates.
ZEN owns any feedback, suggestions, ideas, or other information or materials (hereinafter collectively referred to as “Feedback”) about ZEN or the ZEN Services that you provide through email, the ZEN Services, or other ways. You hereby transfer all rights, ownership and interests of the Feedback and all related intellectual property rights to ZEN. You have no right and hereby waive any request for acknowledgment or compensation based on any Feedback, or any modifications based on any Feedback.
B. Restrictions
When you use the ZEN Services, you agree and undertake to comply with the following provisions:
i. During the use of the ZEN Services, all activities you carry out should comply with the requirements of applicable laws and regulations, these Terms, and various guidelines of ZEN;
ii. Your use of the ZEN Services should not violate public interests, public morals, or the legitimate interests of others, including any actions that would interfere with, disrupt, negatively affect, or prohibit other Users from using ZEN Services;
iii. You agree not to use the services for market manipulation (such as pump and dump schemes, wash trading, self-trading, front running, quote stuffing, and spoofing or layering, regardless of whether prohibited by law);
iv. Without written consent from ZEN, the following commercial uses of ZEN data are prohibited:
(a) Trading services that make use of ZEN quotes or market bulletin board information.
(b) Data feeding or streaming services that make use of any market data of ZEN.
(c) Any other websites/apps/services that charge for or otherwise profit from (including through advertising or referral fees) market data obtained from ZEN.
v. Without prior written consent from ZEN, you may not modify, replicate, duplicate, copy, download, store, further transmit, disseminate, transfer, disassemble, broadcast, publish, remove or alter any copyright statement or label, or license, sub-license, sell, mirror, design, rent, lease, private label, grant security interests in the properties or any part of the properties, or create their derivative works or otherwise take advantage of any part of the properties.
vi. You may not: (i) use any deep linking, web crawlers, bots, spiders or other automatic devices, programs, scripts, algorithms or methods, or any similar or equivalent manual processes to access, obtain, copy or monitor any part of the properties, or replicate or bypass the navigational structure or presentation of the ZEN Services in any way, in order to obtain or attempt to obtain any materials, documents or information in any manner not purposely provided through the ZEN Services; (ii) attempt to access any part or function of the properties without authorization, or connect to the ZEN Services or any ZEN servers or any other systems or networks of any ZEN Services provided through the services by hacking, password mining or any other unlawful or prohibited means; (iii) probe, scan or test the vulnerabilities of the ZEN Services or any network connected to the properties, or violate any security or authentication measures on the ZEN Services or any network connected to the ZEN Services; (iv) reverse look-up, track or seek to track any information of any other Users or visitors of the ZEN Services; (v) take any actions that imposes an unreasonable or disproportionately large load on the infrastructure of systems or networks of the ZEN Services or ZEN, or the infrastructure of any systems or networks connected to the ZEN services; (vi) use any devices, software or routine programs to interfere with the normal operation of the ZEN Services or any transactions on the ZEN Services, or any other person’s use of the ZEN Services; (vii) forge headers, impersonate, or otherwise manipulate identification, to disguise your identity or the origin of any messages or transmissions you send to ZEN, or (viii) use the ZEN Services in an illegal way.
By accessing the ZEN Services, you agree that ZEN has the right to investigate any violation of these Terms, unilaterally determine whether you have violated these Terms, and take actions under relevant regulations without your consent or prior notice. Examples of such actions include, but are not limited to:
i. blocking and closing order requests;
ii. freezing or suspending (temporarily or otherwise) your ZEN Account;
iii. reporting the incident to the authorities;
iv. publishing the alleged violations and actions that have been taken;
v. deleting any information you published that are found to be violations.
2. Crypto-to-Crypto Trading
Upon completion of the registration and identity verification for your ZEN Account, you may conduct crypto-to-crypto trading on ZEN in accordance with the provisions of these Terms and ZEN Platform Rules.
A. Orders
Upon sending an instruction of using the ZEN Services for Crypto-to-crypto Trading (an “Order”), your account will be immediately updated to reflect the open Orders, and your Orders will be included in ZEN’s order book to match other users’ Orders. If one of your Orders fully or partially matches another user’s Order, ZEN will execute an exchange (a “Transaction”). Once the Transaction is executed, your account will be updated to reflect that the Order has been fully executed and closed, or the Order has been partially executed. The Order will remain uncompleted until it is fully executed or cancelled under paragraph (b) below. To conclude a Transaction, you authorize ZEN to temporarily control the Digital Currencies involved in your Transaction.
B. Cancellation
For Orders initiated through the ZEN Services, you may only cancel them before they have been matched with other Users’ Orders. Once your Order has been matched with another user’s Order, you may not change, revoke, or cancel ZEN’s authorization to complete the Order. For any partially matched Order, you may cancel the unmatched part of the Order unless such portion has been matched. ZEN reserves the right to reject any cancellation request related to the Order you have submitted. If your account does not have sufficient amount of Digital Currencies to execute an Order, ZEN may cancel the entire Order, or execute part of the Order with the amount of Digital Currencies you have in your account (in each case, any Transaction related fees payable to ZEN are deducted as stated in paragraph (c) below).
C. Fees
You agree to pay ZEN the applicable fees for the Zen Services. ZEN may, in its discretion, update the fees at any time. Any updated fees will apply to any sales or other Transactions that occur following the effective date of the updated fees. You authorize ZEN to deduct from your account any applicable fees that you owe under these Terms.
D. Other Types of Crypto-to-Crypto Trading
In addition to the Crypto-to-crypto Trading that allows users to directly place orders as mentioned in paragraph (a) above, ZEN may, in its discretion, provide technical and platform services for other types of Crypto-to-crypto Trading under its separately formulated ZEN Platform Rules, such as One Cancels the Other (OCO) and block trade.
IV. LIABILITIES
1. Disclaimer of Warranties
TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, ZEN SERVICES, AND ANY PRODUCT, SERVICE OR OTHER ITEM PROVIDED BY OR ON BEHALF OF ZEN ARE OFFERED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITH NO FURTHER PROMISES MADE BY ZEN AROUND AVAILABILITY OF THE ZEN SERVICES. ZEN EXPRESSLY DISCLAIMS, AND YOU WAIVE, ANY AND ALL OTHER WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE OR NON-INFRINGEMENT OR WARRANTIES ARISING FROM COURSE OF PERFORMANCE, COURSE OF DEALING OR USAGE IN TRADE. WITHOUT LIMITING THE FOREGOING, ZEN DOES NOT REPRESENT OR WARRANT THAT THE SITE, ZEN SERVICES OR ZEN MATERIALS ARE ACCURATE, COMPLETE, RELIABLE, CURRENT, ERROR-FREE, OR FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. ZEN DOES NOT GUARANTEE THAT ANY ORDER WILL BE EXECUTED, ACCEPTED, RECORDED OR REMAIN OPEN. EXCEPT FOR THE EXPRESS STATEMENTS, AGREEMENTS AND RULES SET FORTH IN THESE TERMS, YOU HEREBY ACKNOWLEDGE AND AGREE THAT YOU HAVE NOT RELIED UPON ANY OTHER STATEMENT OR AGREEMENT, WHETHER WRITTEN OR ORAL, WITH RESPECT TO YOUR USE AND ACCESS OF ZEN SERVICES. WITHOUT LIMITING THE FOREGOING, YOU HEREBY UNDERSTAND AND AGREE THAT ZEN WILL NOT BE LIABLE FOR ANY LOSSES OR DAMAGES ARISING OUT OF OR RELATING TO: (A) ANY INACCURACY, DEFECT OR OMISSION OF DIGITAL ASSETS PRICE DATA; (B) ANY ERROR OR DELAY IN THE TRANSMISSION OF SUCH DATA; (C) INTERRUPTION IN ANY SUCH DATA; (D) REGULAR OR UNSCHEDULED MAINTENANCE CARRIED OUT BY ZEN AND SERVICE INTERRUPTION AND CHANGE RESULTING FROM SUCH MAINTENANCE; (E) ANY DAMAGES INCURRED BY OTHER USERS’ ACTIONS, OMISSIONS OR VIOLATION OF THESE TERMS; (F) ANY DAMAGE CAUSED BY ILLEGAL ACTIONS OF OTHER THIRD PARTIES OR ACTIONS WITHOUT AUTHORIZED BY ZEN; AND (G) OTHER EXEMPTIONS MENTIONED IN DISCLAIMERS AND PLATFORM RULES ISSUED BY ZEN. ZEN ALSO DOES NOT MAKE ANY PROMISES THAT ACCESS TO THE ZEN SERVICES OR ANY OF THE MATERIAL CONTAINED THEREIN WILL BE CONTINUOUS, UNINTERRUPTED, TIMELY AND/OR ERROR-FREE. Any materials, information, view, opinion, projection or estimate presented BY, ON OR VIA ZEN is made available for informational purposes only, and is subject to change without notice. You must make your own assessment of the relevance, timeliness, accuracy, adequacy, commercial value, completeness and reliability of the materials, information, view opinion, projection or estimate provided BY, ON OR VIA ZEN.
THE DISCLAIMER OF IMPLIED WARRANTIES CONTAINED HEREIN MAY NOT APPLY IF AND TO THE EXTENT IT IS PROHIBITED BY APPLICABLE LAW OF THE JURISDICTION IN WHICH YOU RESIDE.
2. Disclaimer of Damages and Limitation of Liability
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL ZEN, ITS AFFILIATES AND THEIR RESPECTIVE SHAREHOLDERS, MEMBERS, DIRECTORS, OFFICERS, EMPLOYEES, ATTORNEYS, AGENTS, JOINT VENTURERS, REPRESENTATIVES, SUPPLIERS OR CONTRACTORS BE LIABLE FOR ANY INCIDENTAL, INDIRECT, SPECIAL, PUNITIVE, CONSEQUENTIAL OR SIMILAR DAMAGES OR LIABILITIES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF DATA, INFORMATION, REVENUE, PROFITS OR OTHER BUSINESSES OR FINANCIAL BENEFITS) ARISING OUT OF ZEN SERVICES, ANY PERFORMANCE OR NON-PERFORMANCE OF ZEN SERVICES, OR ANY OTHER PRODUCT, SERVICE OR OTHER ITEM PROVIDED BY OR ON BEHALF OF ZEN AND ITS AFFILIATES, WHETHER UNDER CONTRACT, STATUTE, STRICT LIABILITY OR OTHER THEORY EVEN IF ZEN HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES EXCEPT TO THE EXTENT OF A FINAL JUDICIAL DETERMINATION THAT SUCH DAMAGES WERE A RESULT OF ZEN’S GROSS NEGLIGENCE, FRAUD, WILLFUL MISCONDUCT OR INTENTIONAL VIOLATION OF LAW. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION MAY NOT APPLY TO YOU.
NOTWITHSTANDING THE FOREGOING, IN NO EVENT WILL THE LIABILITY OF ZEN, ITS AFFILIATES AND THEIR RESPECTIVE SHAREHOLDERS, MEMBERS, DIRECTORS, OFFICERS, EMPLOYEES, ATTORNEYS, AGENTS, JOINT VENTURERES, REPRESENTATIVES, SUPPLIERS OR CONTRACTORS ARISING OUT OF SERVICES OFFERED BY OR ON BEHALF OF ZEN AND ITS AFFILIATES, ANY PERFORMANCE OR NON-PERFORMANCE OF ZEN SERVICES, OR ANY OTHER PRODUCT, SERVICE OR OTHER ITEM, WHETHER UNDER CONTRACT, STATUTE, STRICT LIABILITY OR OTHER THEORY, EXCEED THE AMOUNT OF THE FEES PAID BY YOU TO ZEN UNDER THESE TERMS IN THE TWELVE-MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM FOR LIABILITY.
ZEN SHALL ALSO NOT BE liable for any breach of these Terms, including delays, failure in performance or interruption of service, where they arise directly or indirectly from abnormal and unforeseeable circumstances beyond its control, the consequences of which would have been unavoidable despite all effects to the contrary, nor is it liable where the breach is due to the application of mandatory legal rules.
3. Specific Limitation of Liability
WITHOUT PREJUDICE TO THE GENERALITY OF THE FOREGOING PARAGRAPH 2, IN NO EVENT SHALL ZEN, ITS AFFILIATES AND THEIR RESPECTIVE SHAREHOLDERS, MEMBERS, DIRECTORS, OFFICERS, EMPLOYEES, ATTORNEYS, AGENTS, REPRESENTATIVES, JOINT VENTURERS, SUPPLIERS, OR CONTRACTORS BE LIABLE FOR ANY OF THE FOLLOWING TYPES OF LOSS OR DAMAGE ARISING UNDER OR IN CONNECTION WITH THESE TERMS OR OTHERWISE:
I. ANY LOSS OF PROFITS OF LOSS OF EXPECTED REVENUE OR GAINS, including any loss of anticipated trading profits and / or any actual or hypothetical trading losses, whether direct or indirect, even if ZEN is advised of or knew or should have known of the possibility of the same. This means, by way of example only (and without limiting the scope of the preceding sentence), that if you claim that ZEN failed to process a transaction of Digital Currencies properly, your damages are limited to no more than the combined value of the supported Digital Currency at issue in the transaction, and that you may not recover for any "loss" of anticipated trading profits or for any actual trading losses made as a result of the failure to buy or sell the Digital Currency;
II. any loss of, or damage to, reputation or goodwill; any loss of business or opportunity, customers or contracts; any loss or waste of overheads, management or other staff time; or any other loss of revenue or actual or anticipated savings, whether direct or indirect, even if ZEN is advised of or knew or should have known of the possibility of the same;
III. any loss of use of hardware, software or data and/or any corruption of data; including, but not limited to, any losses or damages arising out of or relating to any inaccuracy, defect or omission of Digital Currency price data; any error or delay in the transmission of such data; and/or any interruption in any such data; and
IV. any loss or damage whatsoever which does not arise directly as a result of our breach of these Terms (whether or not you are able to prove such loss or damage).
4. Indemnification
You agree to indemnify and hold harmless, on demand and on an after-tax basis, ZEN Operators, their affiliates, contractors, licensors, and their respective directors, officers, employees and agents from and against any claims, actions, proceedings, investigations, demands, suits, costs, expenses and damages (including attorneys’ fees, fines or penalties imposed by any regulatory authority) arising out of or related to: (i) your use of, or conduct in connection with, the ZEN Services; (ii) your breach or our enforcement of these Terms; or (iii) your violation of any applicable law, regulation, or rights of any third party during your use of ZEN Services. If you are obligated to indemnify ZEN Operators, their affiliates, contractors, licensors, and their respective directors, officers, employees, or agents pursuant to these Terms, ZEN will have the right, in its sole discretion, to control any action or proceeding and to determine whether ZEN wishes to settle, and if so, on what terms.
V. ANNOUNCEMENTS
Please be aware that all official announcements, news, promotions, competitions, and airdrops will be listed on https://medium.com/@unizen.io. USERS UNDERTAKE TO REFER TO THESE MATERIALS REGULARLY AND PROMPTLY. ZEN WILL NOT BE HELD LIABLE OR RESPONSIBLE IN ANY MANNER OF COMPENSATION SHOULD USERS INCUR PERSONAL LOSSES ARISING FROM IGNORANCE OR NEGLIGENCE OF THE ANNOUNCEMENTS.
VI. TERMINATION OF AGREEMENT
1. Suspension of ZEN Accounts
You agree that ZEN shall have the right to immediately suspend your ZEN Account (and any accounts beneficially owned by related entities or affiliates), freeze, or lock the Digital Assets or funds in all such accounts, and suspend your access to ZEN for any reason including if ZEN suspects any such accounts to be in violation of these Terms, our Privacy Policy, or any applicable laws and regulations. You agree that ZEN shall not be liable to you for any permanent or temporary modification of your ZEN Account, or suspension or termination of your access to all or any portion of the ZEN Services. ZEN shall reserve the right to keep and use the transaction data or other information related to such ZEN Accounts. The above account controls may also be applied in the following cases:
i. The ZEN Account is subject to a governmental proceeding, criminal investigation or other pending litigation;
ii. We detect unusual activities in the ZEN Account;
iii. We detect unauthorized access to the ZEN Account;
iv. We are required to do so by a court order or command by a regulatory/government authority.
2. Cancellation of ZEN Accounts
In case of any of the following events, ZEN shall have the right to directly terminate these Terms by cancelling your ZEN Account, and shall enjoy the right but not the obligation to permanently freeze (cancel) the authorizations of your ZEN Account on ZEN and withdraw the corresponding ZEN Account thereof:
i. after ZEN terminates services to you;
ii. you allegedly register or register in any other person’s name as a ZEN User again, directly or indirectly;
iii. the information that you have provided is untruthful, misleading, inaccurate, outdated or incomplete;
iv. when these Terms are amended, you state your unwillingness to accept the amended Terms by applying for cancellation of your ZEN Account or by other means;
v. you request that ZEN Services be terminated; and
vi. any other circumstances where ZEN deems it should terminate ZEN Services.
Should your ZEN Account be terminated, the account and transactional information that meet data retention standards will be securely stored for five (5) years. In addition, if a transaction is unfinished during the account termination process, ZEN shall have the right to notify your counterparty of the situation at that time. You acknowledge that a user-initiated account exit (right to erasure under GDPR or other equivalent regulations) will also be subjected to the termination protocol stated above.
If ZEN is informed that any Digital Assets or funds held in your ZEN Account are stolen or otherwise are not lawfully possessed by you, ZEN may, but has no obligation to, place an administrative hold on the affected funds and your ZEN Account. If ZEN does lay down an administrative hold on some or all of your funds or ZEN Account, ZEN may continue such hold until such time as the dispute has been resolved and evidence of the resolution acceptable to ZEN has been provided to ZEN in a form acceptable to ZEN. ZEN will not involve itself in any such dispute or the resolution of the dispute. You agree that ZEN will have no liability or responsibility for any such hold, or for your inability to withdraw Digital Assets or funds or execute trades during the period of any such hold.
Without prejudice to the generality of the foregoing paragraphs, ZEN may also (a) refuse to complete, or place on hold, block, cancel, or reverse a transaction you have authorized (even after funds have been debited from your ZEN Account), (b) suspend, restrict, or terminate your access to any or all of the ZEN Services, and/or (c) deactivate or cancel your ZEN Account with immediate effect for any reason, including, but not limited to where:
i. it reasonably believes that it needs to do so in order to protect its reputation;
ii. it is, in its sole determination, required to do so by applicable law, regulation or any court or other authority to which it is subject in any jurisdiction;
iii. it has concerns that a transaction is erroneous or about the security of your ZEN Account or it suspect that the ZEN Services are being used in a fraudulent or unauthorized manner;
iv. it suspects money laundering, terrorist financing, fraud, or any other financial crime;
v. use of your ZEN Account is subject to any pending litigation, investigation, or government proceeding and/or it perceives a heightened risk of legal or regulatory non-compliance associated with your ZEN Account activity; and/or
vi. you take any action that may circumvent ZEN's controls, or abuse promotions which we may offer from time to time.
ZEN is under no obligation to allow you to reinstate a transaction at the same price or on the same terms as the suspended, reversed, or cancelled transaction.
3. Remaining Funds After ZEN Account Termination
Except as set forth in paragraph 4 below, once a ZEN Account is closed/withdrawn, all remaining account balance (which includes charges and liabilities owed to ZEN) will be payable immediately to ZEN. Upon payment of all outstanding charges to ZEN (if any), Users will have five (5) business days to withdraw all Digital Assets or funds from the account.
VII. NO FINANCIAL ADVICE
ZEN is not your broker, intermediary, agent, or advisor and has no fiduciary relationship or obligation to you in connection with any trades or other decisions or activities effected by you using the ZEN Services. No communication or information provided to you by ZEN is intended as, or shall be considered or construed as, investment advice, financial advice, trading advice, legal advice, tax advice or any other sort of advice. Unless otherwise specified in these Terms, all trades are executed automatically, based on the parameters of your order instructions and in accordance with posted trade execution procedures, and you are solely responsible for determining whether any investment, investment strategy or related transaction is appropriate for you according to your personal investment objectives, financial circumstances, and risk tolerance, and you shall be solely responsible for any loss or liability therefrom. You should consult legal or tax professionals regarding your specific situation. ZEN does not recommend that any Digital Asset should be bought, earned, sold, or held by you. Before making the decision to buy, sell or hold any Digital Asset, you should conduct your own due diligence and consult your own independent financial, legal, regulatory, tax or other advisors prior to making any investment decision. In the event that you choose not to seek advice from such independent financial, legal, regulatory, tax or other advisors, you should consider whether the investment or product is suitable for you. ZEN will not be held responsible for the decisions you make to buy, sell, or hold Digital Asset based on the information provided by ZEN.
VIII. COMPLIANCE WITH LOCAL LAWS
It is Users’ responsibility to abide by local laws in relation to the legal usage of the ZEN Services in their local jurisdiction as well as other laws and regulations applicable to Users. Users must also factor, to the extent of their local laws all aspects of taxation, the withholding, collection, reporting and remittance to their appropriate tax authorities. ALL USERS OF THE ZEN SERVICES ACKNOWLEDGE AND DECLARE THAT THEIR FUNDS COME FROM LEGITIMATE SOURCES AND DO NOT ORIGINATE FROM ILLEGAL ACTIVITIES; USERS AGREE THAT ZEN WILL REQUIRE THEM TO PROVIDE OR OTHERWISE COLLECT THE NECESSARY INFORMATION AND MATERIALS AS PER RELEVANT LAWS OR GOVERNMENT ORDERS TO VERIFY THE LEGALITY OF THE SOURCES AND USE OF THEIR FUNDS. ZEN maintains a stance of cooperation with law enforcement authorities globally and will not hesitate to seize, freeze, terminate Users’ accounts and funds which are flagged out or investigated by legal mandate.
IX. PRIVACY POLICY
Access to the ZEN Services will require the submission of certain personally identifiable information. Please review ZEN’s Privacy Policy at: https://www.unizen.io/privacy-policy for a summary of ZEN’s guidelines regarding the collection, use, disclosure, processing, and managing of personally identifiable information.
X. RESOLVING DISPUTES: FORUM, ARBITRATION, CLASS ACTION WAIVER
PLEASE READ THIS SECTION CAREFULLY, AS IT INVOLVES A WAIVER OF CERTAIN RIGHTS TO BRING LEGAL PROCEEDINGS, INCLUDING AS A CLASS ACTION.
1. Notice of Claim and Dispute Resolution Period. Please contact ZEN first! ZEN wants to address your concerns without resorting to formal legal proceedings, if possible. If you have a dispute with ZEN, then you should contact ZEN and a ticket number will be assigned. ZEN will attempt to resolve your dispute internally as soon as possible. The parties agree to negotiate in good faith to resolve the dispute (which discussions shall remain confidential and be subject to applicable rules protecting settlement discussions from use as evidence in any legal proceeding).
In the event the dispute cannot be resolved satisfactorily, and you wish to assert a legal claim against ZEN, then you agree to set forth the basis of such claim in writing in a “Notice of Claim,” as a form of prior notice to ZEN. The Notice of Claim must (1) describe the nature and basis of the claim or dispute, (2) set forth the specific relief sought, (3) provide the original ticket number, and (4) include your ZEN account email. The Notice of Claim should be submitted to an email address or hyperlink provided in your correspondence with ZEN. After you have provided the Notice of Claim to ZEN, the dispute referenced in the Notice of Claim may be submitted by either ZEN or you to arbitration in accordance with paragraph 2 of this Section, below. For the avoidance of doubt, the submission of a dispute to ZEN for resolution internally and the delivery of a Notice of Claim to ZEN are prerequisites to commencement of an arbitration proceeding (or any other legal proceeding). During the arbitration, the amount of any settlement offer made by you or ZEN shall not be disclosed to the arbitrator.
2. Agreement to Arbitrate. You and ZEN agree that, subject to paragraph 1 above, any dispute, claim, or controversy between you and ZEN arising in connection with or relating in any way to these Terms or to your relationship with ZEN as a user of the ZEN Services (whether based in contract, tort, statute, fraud, misrepresentation, or any other legal theory, and whether the claims arise during or after the termination of these Terms) will be determined by mandatory final and binding individual (not class) arbitration, except as set forth below under Exceptions to Agreement to Arbitrate. You and ZEN further agree that the arbitrator shall have the exclusive power to rule on his or her own jurisdiction, including, without limitation, any objections with respect to the existence, scope, or validity of the Agreement to Arbitrate, or to the arbitrability of any claim or counterclaim. Arbitration is more informal than a lawsuit in court. THERE IS NO JUDGE OR JURY IN ARBITRATION, AND COURT REVIEW OF AN ARBITRATION AWARD IS LIMITED. There may be more limited discovery than in court. The arbitrator must follow this agreement and can award the same damages and relief as a court (including, if applicable, attorney fees), except that the arbitrator may not award declaratory or injunctive relief benefiting anyone but the parties to the arbitration. The arbitration provisions set forth in this Section will survive termination of these Terms. Arbitration Rules. The arbitration shall be subject to the Rules of Arbitration of the International Chamber of Commerce (the “ICC”) then in force (the “ICC Rules”), as modified by this Section X. The arbitration will be administered by the International Court of Arbitration of the ICC. Unless the parties agree otherwise, there shall be only one (1) arbitrator appointed in accordance with the ICC Rules. Any arbitration will be conducted in the English language, unless otherwise required by a mandatory law of a member state of the European Union or any other jurisdiction. Regardless of the manner in which the arbitration is conducted, the arbitrator shall issue a reasoned written decision sufficient to explain the essential findings and conclusions on which the decision and award, if any, are based. JUDGMENT ON ANY ARBITRAL AWARD MAY BE GIVEN IN ANY COURT HAVING JURISDICTION OVER THE PARTY (OR OVER THE ASSETS OF THE PARTY) AGAINST WHOM SUCH AN AWARD IS RENDERED. Time for Filing: ANY ARBITRATION AGAINST ZEN MUST BE COMMENCED BY FILING A REQUEST FOR ARBITRATION WITHIN ONE (1) YEAR, AFTER THE DATE THE PARTY ASSERTING THE CLAIM FIRST KNOWS OR REASONABLY SHOULD KNOW OF THE ACT, OMISSION OR DEFAULT GIVING RISE TO THE CLAIM; AND THERE SHALL BE NO RIGHT TO ANY REMEDY FOR ANY CLAIM NOT ASSERTED WITHIN THAT TIME PERIOD. THIS ONE YEAR LIMITATION PERIOD IS INCLUSIVE OF THE INTERNAL DISPUTE RESOLUTION PROCEDURE SET FORTH IN PARAGRAPH 1 OF THIS SECTION, ABOVE. THERE SHALL BE NO RIGHT TO ANY REMEDY FOR ANY CLAIM NOT ASSERTED WITHIN THAT TIME PERIOD. If applicable law prohibits a one-year limitation period for asserting claims, any claim must be asserted within the shortest time period permitted by applicable law. Process; Notice: The party who intends to seek arbitration after the expiration of the Dispute Resolution Period set forth in paragraph 1, above, must submit a request to the ICC in accordance with the ICC Rules. If we request arbitration against you, we will give you notice at the email address or mailing address you have provided. You agree that any notice sent to this email or mailing address shall be deemed effective for all purposes, including without limitation to determinations of adequacy of service. It is your obligation to ensure that the email address and/or mailing address on file with ZEN is up-to-date and accurate. Seat of Arbitration: The seat of the arbitration shall be Singapore. Place of Hearing: The location of any in-person arbitration hearing shall be Singapore, unless otherwise agreed to by the parties. Governing Law / Jurisdiction: The governing law of the arbitration shall be Singapore. Confidentiality. The parties agree that the arbitration shall be kept confidential. The existence of the arbitration, any non-public information provided in the arbitration, and any submissions, orders or awards made in the arbitration (together, the “Confidential Information”) shall not be disclosed to any non-party except the tribunal, the ICC, the parties, their counsel, experts, witnesses, accountants and auditors, insurers and reinsurers, and any other person necessary to the conduct of the arbitration. Notwithstanding the foregoing, a party may disclose Confidential Information to the extent that disclosure may be required to fulfill a legal duty, protect, or pursue a legal right, or enforce or challenge an award in bona fide legal proceedings. This confidentiality provision shall survive termination of these Terms and of any arbitration brought pursuant to these Terms.
3. Class Action Waiver. You and ZEN agree that any claims relating to these Terms or to your relationship with ZEN as a user of the ZEN Services (whether based in contract, tort, statute, fraud, misrepresentation, or any other legal theory, and whether the claims arise during or after the termination of these Terms) shall be brought against the other party in an arbitration on an individual basis only and not as a plaintiff or class member in a purported class or representative action. You and ZEN further agree to waive any right for such claims to be brought, heard, or arbitrated as a class, collective, representative, or private attorney general action, to the extent permissible by applicable law. Combining or consolidating individual arbitrations into a single arbitration is not permitted without the consent of all parties, including ZEN.
4. Modifications. ZEN reserves the right to update, modify, revise, suspend, or make any future changes to Section X regarding the parties’ Agreement to Arbitrate, subject to applicable law. You hereby consent and agree that it is your responsibility to ensure that your understanding of this Section is up to date. Subject to the applicable law, your continued use of your ZEN account shall be deemed to be your acceptance of any modifications to Section X regarding the parties’ Agreement to Arbitrate. You agree that if you object to the modifications to Section X, ZEN may block access to your account pending closure of your account. In such circumstances, the Terms of Use prior to modification shall remain in full force and effect pending closure of your account.
5. Severability. If any portion of these Terms are adjudged to be invalid or unenforceable for any reason or to any extent, the remainder of these Terms will remain valid and enforceable and the invalid or unenforceable portion will be given effect to the greatest extent permitted by law. pending closure of your account.
XI. MISCELLANEOUS
1. Independent Parties. ZEN is an independent contractor but not an agent of you in the performance of these Terms. These Terms shall not be interpreted as facts or evidence of an association, joint venture, partnership, or franchise between the parties.
2. Entire Agreement. These Terms constitute the entire agreement between the parties regarding use of ZEN Services and will supersede all prior written or oral agreements between the parties. No usage of trade or other regular practice or method of dealing between the parties will be used to modify, interpret, supplement, or alter the terms herein.
3. Interpretation and Revision. ZEN reserves the right to alter, revise, modify, and/or change these Terms at any time. All changes will take effect immediately upon being published on ZEN websites. It is your responsibility to regularly check relevant pages on our websites/applications to confirm the latest version of these Terms. If you do not agree to any such modifications, your only remedy is to terminate your usage of ZEN Services and cancel your account. You agree that, unless otherwise expressly provided in these Terms, ZEN will not be responsible for any modification or termination of the ZEN Services by you or any third party, or suspension or termination of your access to the ZEN Services.
4. Force Majeure. ZEN will not be liable for any delay or failure to perform as required by these Terms because of any cause or condition beyond ZEN’s reasonable control.
5. Severability. If any portion of these Terms is held invalid or unenforceable, such invalidity or enforceability will not affect the other provisions of these Terms, which will remain in full force and effect, and the invalid or unenforceable portion will be given effect to the greatest extent possible.
6. Assignment. You may not assign or transfer any right to use ZEN Services or any of your rights or obligations under these Terms without prior written consent from ZEN, including any right or obligation related to the enforcement of laws or the change of control. ZEN may assign or transfer any or all of its rights or obligations under these Terms, in whole or in part, without notice or obtaining your consent or approval.
7. Waiver. The failure of one party to require performance of any provision will not affect that party’s right to require performance at any time thereafter. At the same time, the waiver of one party to seek recovery for the other party’s violation of these Terms or any provision of applicable terms shall not constitute a waiver by that party of any subsequent breach or violation by the other party or of the provision itself.
8. Third-Party Website Disclaimer. Any links to third-party websites from the ZEN Services does not imply endorsement by ZEN of any product, service, information, or disclaimer presented therein, nor does ZEN guarantee the accuracy of the information contained on them. If you suffer loss from using such third-party product and service, ZEN will not be liable for such loss. In addition, since ZEN has no control over the terms of use or privacy policies of third-party websites, you should read and understand those policies carefully.
9. Matters Related to Apple Inc. If you use any device manufactured by Apple Inc. to participate in any commercial activities or reward programs through ZEN Services, such activities and programs are provided by ZEN and are not associated with Apple Inc. in any manner.
10. Contact Information. For more information on ZEN, you may refer to the company and license information found on ZEN websites. If you have questions regarding these Terms, please feel free to contact ZEN for clarification via our Customer Support team at: https://www.unizen.io/meetus