“ZetaChain” is a decentralized blockchain that supports the deployment of distributed applications (universal smart contracts) which can hold, monitor and manage assets on external blockchains and otherwise enable transactions that involve message delivery and the transfer of assets or related rights among and between external blockchains (“udApps” “universal dApps”).

Meta Protocol, Inc. (“we,” “us,” “our,” etc.) operates the website at ZetaChain.com (the “Site”), where we make available certain udApps (“our udApps”), documentation (the “Documentation”), application program interface specifications (the “APIs”) and certain value added applications that enable users to interface with the ZetaChain (the “Value Adds”) in order to facilitate the development of udApps and the deployment, operation and use of those udApps on ZetaChain.

You are (1) a developer that desires to use the Services to develop, deploy or operate an odApp on ZetaChain (a “Developer”) or (2) a user of any of the Services who is not a Developer (including but not limited to any such user of any of our udApps, APIs or Documentation and any visitor to the Site).

Your use of the Site (including any material or information therein), our udApps, the Documentation, the APIs and the Value Adds (collectively, the “Services”) is subject to these ZetaChain Terms of Use (these “Terms”) and our privacy policy (our “Privacy Policy”). Accordingly, if you use or deploy any udApps on ZetaChain or otherwise use any of the Services, you and we mutually agree that these Terms will constitute a binding, legally enforceable contract between you and us.

These Terms contain a mandatory arbitration provision that, as further set forth in the “Arbitration” section below, requires the use of arbitration on an individual basis to resolve disputes. It does not allow jury trials or any other court proceedings or class actions of any kind.

ZETA Digital Assets

The ZetaChain natively issued cryptographic token is known as a “ZETA.” ZetaChain (and other blockchains) charge transaction fees (known as “gas”) to be paid by the sender/creator of any transaction. You may use ZETAs to pay gas fees charged for transactions on the ZetaChain and on certain external blockchains.

ZETAs and any other digital assets that we or any of our affiliates provide or issue to you or that you may otherwise acquire to facilitate your use of any Services or, if you are a Developer, your Users’ use of Your Apps (as those terms are defined below) (collectively, “Zeta Digital Assets”) are intended to be used for their stated functionality within the ZetaChain ecosystem. You acknowledge and understand that the market value of all Zeta Digital Assets may be highly volatile and could decrease to zero at any time, and that the secondary market for Zeta Digital Assets may be illiquid, or may not exist or continue to operate in the future. Further, you understand that, if the value of ZETAs ever reduces to zero, it will not be possible to use udApps on ZetaChain to perform cross-chain transactions or messaging. We will have no liability or obligation whatsoever based upon the reduction of the value of any Zeta Digital Asset (including to zero), even if that renders all of the udApps on ZetaChain essentially useless.

We do not promise any increase in value or return from holding Zeta Digital Assets or the use of the any Services, and you should have no expectation of future value or returns from Zeta Digital Assets. Any published roadmap or announcement of future services does not constitute a promise of future value.

ZETAs do not currently (as of the date that these Terms were first publicly released) entitle holders to participate in the governance of ZetaChain.

Notices Regarding Transactions in Digital Assets

As stated above, external blockchains may charge gas fees. Those fees would be in addition to any gas charged for use of the ZetaChain, are entirely outside our control and may increase dramatically at any time without prior notice. We may deduct external blockchain gas fees from amounts you would otherwise receive in connection with any transaction or otherwise require you to pay them.

ZETAs and other Zeta Digital Assets are not insured or guaranteed by any agency of the United States, such as the Federal Deposit Insurance Corporation or the Securities Investor Protection Corporation, or by private insurance, against theft (including cybertheft or theft by other means) or loss. We will have no liability whatsoever in connection with any theft or loss of ZETAs or other digital assets.

You acknowledge that anyone can create a token, including fake versions of existing tokens and tokens that falsely claim to represent projects, and acknowledge and accept the risk that you may mistakenly trade those or other tokens.

Transfers of digital assets may be irrevocable and irreversible. We assume no liability for unauthorized, mistaken, fraudulent or accidental digital asset transfers.

If you use any Services or any udApps developed or deployed using the Services to transfer digital assets from one external blockchain to another, you understand that the digital asset may be lost or stolen during the transfer process. We will have no liability whatsoever in connection with any such loss or theft.

When using any Services or other udApps on ZetaChain to transfer value between external blockchains, digital assets on the source blockchain (the “Source Assets”) may be converted to ZETAs and the ZETAs may then be converted into the applicable digital assets on the destination blockchain (the “Destination Assets”). You understand that you bear any slippage risk, which is the risk that the exchange rate between the Source Asset and the Destination Asset, or the exchange rate between either the Source Asset or the Destination Asset and the ZETA, moves in an unfavorable direction while a transaction is being processed. The Services and other udApps on ZetaChain may allow transactions to be reversed if slippage exceeds a pre-determined threshold, but there is no guarantee that such a feature will be available or that, if offered, that it will eliminate such risk or otherwise operate as intended or expected. We will under no circumstances have any liability for any slippage-related losses.

Your Representations and Warranties

If you may receive ZETA tokens in connection with the ZETA token airdrop and Z-1 launch, you additionally represent and warrant that:

You understand that the ZetaHub may be used to view your ZETA token balance, but you may not withdraw or transfer tokens until the mainnet launch, and that your ZETA airdrop allocation is determined in our sole discretion.

You agree and acknowledge that you have the sole responsibility and liability for all taxes in connection with your participation in the airdrop and you should consult a tax advisor.

You agree and acknowledge that you took no action in anticipation of or in reliance on receiving any tokens or an airdrop.

Your eligibility to receive tokens or participate in the airdrop is subject to our sole discretion. To the extent you believe you should have received any airdropped tokens based on any documentation released by us from time to time, such documentation does not entitle you to any tokens or to participate in the airdrop and therefore you have no claim for any such tokens.  You agree not to engage in any activities that that are designed to obtain more airdrop tokens than you are entitled to. You agree that you are the legal owner of the blockchain address that you use to access or participate in the airdrop.

You agree and acknowledge that you are not a Prohibited Person (a “Prohibited Person” is any person or entity that is (a) listed on any U.S. Government list of prohibited or restricted parties, including the U.S. Treasury Department's list of Specially Designated Nationals or the U.S. Department of Commerce Denied Person’s List or Entity List, (b) located or organized in any U.S. embargoed countries or any country that has been designated by the U.S. Government as “terrorist supporting”, or (c) owned or controlled by such persons or entities listed in (a)-(b)) and you will not use a VPN or other tool to circumvent any geoblock or other restrictions that we may have implemented for airdrop recipients. Any such circumvention, or attempted circumvention, may permanently disqualify you from participation in the airdrop in our discretion.

You agree and acknowledge that if you are unable to claim an airdrop due to technical bugs, smart contract issue, gas fees, wallet incompatibility, loss of access to a wallet or the keys thereto, or for any other reason, you will have no recourse or claim against us or our affiliates and that we and our affiliates will not bear any liability.

You will take all reasonable steps to monitor and enforce compliance with each User’s use of Your App and compliance your ToU and will promptly notify us of any violation of your ToU. Without limiting the foregoing, you will promptly terminate any User’s right to use Your Apps if the User violates your ToU and does not cure that violation within ten days of notice or commits the same or a related violation more than once during any twenty four month period.

Service Changes, Suspension and Termination

You acknowledge and understand that we may regularly update, enhance, modify and otherwise change the Services, including by adding features or capabilities to or removing features or capabilities from the Services, or by changing our rules or policies relating to your use of the Services, in each case without notice and in our sole and absolute discretion. No such change shall be a breach of these Terms by us or give rise to any obligation or liability whatsoever on our part.

You further acknowledge that we may terminate or suspend your use of any Services at any time, with or without notice. You acknowledge and understand that such termination may render Your Apps inoperable (if you are a Developer) and may in any event impede or prevent your (or, if you are a Developer, your Users’) access to your (or their) ZETA Digital Assets, and that we shall have no liability or obligation as a result of any such termination or suspension.

No Warranties by Us; Release

The Services and the Zeta Digital Assets are provided AS IS, without any warranties, and, accordingly, your use of any Services and the Zeta Digital Assets is at your sole risk. Without limiting the generality of the foregoing, we expressly disclaim (i) any warranty that the Services will be uninterrupted or error free, (ii) any warranty related to any third-party applications, products or services that you may access using the Services, and (iii) all implied warranties, including, but not limited to, any implied warranties of merchantability, fitness for a particular purpose, and non-infringement.

You waive and release us from any and all liabilities, claims, causes of action, or damages arising from or in any way relating to the Services, the Zeta Digital Assets, your use the foregoing, any third-party applications, products or services that you may access using the Services, and, if applicable, Your Apps, use of Your Apps or your Users. Further, you waive the benefits and protections of California Civil Code § 1542 or any similar law or regulation in effect in the jurisdiction in which you reside. California Civil Code § 1542 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.”

Indemnification

You will be responsible for and will pay us and our affiliates, vendors, suppliers, service providers and personnel the amount of any loss, damage, fine, penalty, liability, cost or expense (including, but not limited to, reasonable attorneys’ fees) (collectively, “Losses”) arising out of or in connection with the Services, your use of the Services, any termination of or interruption to your use of any Services, any Zeta Digital Assets, or, if applicable, Your App, any use of Your App, or any claim by any User, but excluding any Losses to the extent attributable to our breach of these Terms or violation of law.

Amendments to these Terms

We may change these Terms at any time by posting a new version of these Terms. We will make reasonable efforts to make our community of users aware of any changes to these Terms; provided that you must monitor the site for any amendment to these terms.

Any amendment to these terms will take effect ten days after we post it, except that we may provide for an earlier effective date in exigent circumstances. If, after that date, you use any of the Services or, if you are a Developer, deploy or continue to deploy any of Your Apps, you will be conclusively presumed to accept and agree to such amendment, and these Terms as amended will then become a binding agreement between you and us.

Intellectual Property

As between you and us, (i) we or our licensors own all intellectual property rights in or related to the Services and the Zeta Digital Assets and (ii) subject to the foregoing, you or your licensors own all intellectual property rights in Your Apps (if applicable).

We grant you a nonexclusive, limited, revocable, terminable, personal, non-assignable license under our intellectual property rights to use the Services solely for their reasonably intended purpose in strict compliance with these Terms, without any right to grant sublicenses; provided that no license is granted to use the Services to compete with us in any way, and you agree not to do so. We reserve all rights not expressly granted in this paragraph. You acknowledge that any use of the Services in violation of these Terms may both violate these Terms and infringe our intellectual property rights.

If you are a Developer, you grant us and our affiliates, vendors and service providers a nonexclusive license under all intellectual property rights in or relating to Your Apps to the extent reasonably necessary or useful for us or them to provide you with any services, materials or information related to the Services or Your Apps.

Arbitration

Please read this provision very carefully. It limits your rights in the event of a dispute between you and us.

You and we agree that any and all past, present and future controversies or disputes between you and us, including disputes regarding the effectiveness, scope, validity or enforceability of this agreement to arbitrate and any disputes, controversies, claims, or causes of action arising out of or relating to the Services, any Zeta Digital Assets, your use of any of the foregoing, these Terms, our Privacy Policy, or, if applicable, your Users or Your Apps or any use of Your Apps (collectively, “Dispute(s)”), shall be determined by arbitration, unless (A) your Country of Residence does not allow this arbitration agreement; (B) you opt out as provided below; or (C) your Dispute is subject to an exception to this agreement to arbitrate set forth below. You and we further agree that any arbitration pursuant to this section shall not proceed as a class, group or representative action. The award of the arbitrator may be entered in any court having jurisdiction.

“Country of Residence” for purposes of this agreement to arbitrate means the country in which you hold citizenship or legal permanent residence; provided that if you have more than one country of citizenship or legal permanent residence, it shall be the country in which you hold citizenship or legal permanent residence with which you most closely are associated by permanent or most frequent residence.

We want to address your concerns without the need for a formal dispute resolution process. Before filing a claim against us, you agree to try to resolve the Dispute informally by contacting us in writing at Meta Protocol Inc. 548 Market St. PMB 13700 San Francisco, CA 94104 , or via e-mail at [email protected], to notify us of the actual or potential Dispute. Similarly, we will undertake reasonable efforts to contact you to notify you of any actual or potential dispute to resolve any claim we may possess informally before taking any formal action. The party that provides the notice of the actual or potential Dispute (the “Notifying Party”) will include in that notice (a “Notice of Dispute”) your name (to the extent known), the Notifying Party’s contact information for any communications relating to such Dispute (including for the Notifying Party’s legal counsel if it is represented by counsel in connection with such Dispute), and sufficient details regarding such Dispute to enable the other party (the “Notified Party”) to understand the basis of and evaluate the concerns raised. If the Notified Party responds within ten (10) business days after receiving the Notice of Dispute that it is ready and willing to engage in good faith discussions in an effort to resolve the Dispute informally, then each party shall promptly participate in such discussions in good faith.

If, notwithstanding the Notifying Party’s compliance with all of its obligations under the preceding paragraph, a Dispute is not resolved within 30 days after the Notice of Dispute is sent (or if the Notified Party fails to respond to the Notice of Dispute within ten (10) business days), the Notifying Party may initiate an arbitration proceeding as described below. If either party purports to initiate arbitration without first providing a Notice of Dispute and otherwise complying with all of its obligations under the preceding paragraph, then, notwithstanding any other provision of these Terms, the arbitrator(s) will promptly dismiss the claim with prejudice and will award the other party all of its costs and expenses (including reasonable attorneys’ fees) incurred in connection with such Dispute.

Unless you opt out of this agreement to arbitrate as provided below, you and we each agree to resolve any Disputes that are not resolved informally as described above through final and binding arbitration as discussed herein, subject to the exceptions set forth below.

If you do not wish to be subject to this agreement to arbitrate, you may opt out of this arbitration provision by sending a written notice to us at Meta Protocol Inc. 548 Market St. PMB 13700 San Francisco, CA 94104 , or via e-mail at [email protected], within thirty (30) days of the first time you accept these Terms (or any prior version of these Terms) or, if earlier, your first use of any Services. You must date the notice and include your first and last name, address, and a clear statement that you do not wish to resolve disputes with us through arbitration. If no notice is submitted in the manner described above by the 30-day deadline, you will have irrevocably waived your right to litigate any Dispute except with regard to the exceptions set forth below. By opting out of the agreement to arbitrate, you will not be precluded from using any Services, but you and we will not be permitted to invoke the mutual agreement to arbitrate to resolve Disputes under the terms otherwise provided herein.

You and we agree that the American Arbitration Association (“AAA”) will administer the arbitration under its Commercial Arbitration Rules in effect at the time arbitration is sought (“AAA Rules”). Those rules are available at www.adr.org or by calling the AAA at 1-800-778-7879. A party who desires to initiate arbitration must provide the other party with a written Demand for Arbitration as specified in the AAA Rules. (The AAA provides a general Demand for Arbitration.) Arbitration will proceed on an individual basis and will be handled by a sole arbitrator. The single arbitrator will be either a retired judge or an attorney licensed to practice law and will be selected by the parties from the AAA’s roster of arbitrators. If the parties are unable to agree upon an arbitrator within fourteen (14) days of delivery of the Demand for Arbitration, then the AAA will appoint the arbitrator in accordance with the AAA Rules. The arbitrator(s) shall be authorized to award any remedies, including injunctive relief, that would be available in an individual lawsuit, other than remedies that you effectively waived pursuant to these Terms. Notwithstanding any language to the contrary in this paragraph, if a party seeks injunctive relief that would significantly impact other of our customers or users, as reasonably determined by either party, the parties agree that such arbitration will proceed on an individual basis but will be handled by a panel of three (3) arbitrators. In that event, each party shall select one arbitrator, and the two party-selected arbitrators shall select the third, who shall serve as chair of the arbitral panel. That chairperson shall be a retired judge or an attorney licensed to practice law with experience arbitrating or mediating disputes. In the event of disagreement as to whether the threshold for a three-arbitrator panel has been met, the sole arbitrator appointed in accordance with this section shall make that determination. If the arbitrator determines a three-person panel is appropriate, the arbitrator may – if selected by either party or as the chair by the two party-selected arbitrators – participate in the arbitral panel. Except as may be and to the extent otherwise required by law, the arbitration proceeding and any award shall be confidential.

You and we further agree that the arbitration will be held in the English language in the county of Alameda, the county of Santa Clara or the county of San Francisco, state of California, or, if you so elect, all proceedings can be conducted via videoconference, telephonically or via other remote electronic means. Each party shall bear the expense of its own attorneys' fees, except as otherwise provided herein or required by law.

Regardless of the rules of a given arbitration forum, you and we agree that the arbitration of any Dispute shall proceed on an individual basis, and neither you nor we may bring a claim as a part of a class, group, collective, coordinated, consolidated or mass arbitration (each, a “Collective Arbitration”). Without limiting the generality of the foregoing, a claim to resolve any Dispute against us will be deemed a Collective Arbitration if (i) two (2) or more similar claims for arbitration are filed concurrently; and (ii) counsel for the claimants are the same, share fees or coordinate across the arbitrations. “Concurrently” for purposes of this provision means that both arbitrations are pending (filed but not yet resolved) at the same time.

To the maximum extent permitted by applicable law, neither you nor we shall be entitled to consolidate, join or coordinate disputes by or against other individuals or entities with any Disputes, or to arbitrate or litigate any Dispute in a representative capacity, including as a representative member of a class or in a private attorney general capacity. In connection with any Dispute, any and all such rights are hereby expressly and unconditionally waived.Without limiting the foregoing, any challenge to the validity of this paragraph or otherwise relating to the prohibition of Collective Arbitration shall be determined exclusively by the arbitrator.

This agreement to arbitrate shall survive the termination or expiration of these Terms. With the exception of the provisions of this agreement to arbitrate that prohibit Collective Arbitration, if a court decides that any part of this agreement to arbitrate is invalid or unenforceable, then the remaining portions of this agreement to arbitrate shall nevertheless remain valid and in force. If a court finds the prohibition of Collective Arbitration to be invalid or unenforceable, then the entirety of this agreement to arbitrate shall be deemed void (but no provisions of these Terms not specifically related to arbitration shall be void), and any remaining Dispute must be litigated in court pursuant to the preceding paragraph.

Governing Law

These Terms shall be governed by and construed in accordance with the laws of the state of California applicable to contracts entered into and performed in California by residents thereof; provided that all provisions hereof related to arbitration shall be governed by and construed in accordance with the Federal Arbitration Act (U.S. Code Title 9).

Exclusion of Damages and Limitation of Liability

In no event shall we, our affiliates, service providers or licensors, or our or their respective directors, shareholders, members, officers, employees, agents or representatives, be liable under these Terms or otherwise to you in connection with any Services, any Zeta Digital Assets, any use of the foregoing, or, if applicable, Your Apps or any use of Your Apps or otherwise related to your Users for: (i) any amounts, in the aggregate, greater than $1,000 or (ii) any lost profits or any special, incidental, indirect, consequential, exemplary or punitive damages, in either case whether based in contract, tort (including but not limited to negligence), strict liability, or otherwise, even if our authorized representative had been advised of, or knew of, or should have known of, the likelihood of such damages.

No Waiver

If you breach these Terms and we do not immediately respond, or we do not respond at all, we will still be entitled to all rights and remedies at any later date, or in any other situation, where you breach these Terms. No failure to act or delay in acting by us will be deemed to be a waiver of any type.

Assignment

You may not assign, sub-license or otherwise transfer any of your rights under these Terms. We may assign these Terms at any time, in our sole and absolute discretion, without notice.

Enforceability

Except as provided above with respect to the provisions of these Terms prohibiting Collective Arbitration, if any provision of these Terms is held to be invalid, ineffective or unenforceable by a court of competent jurisdiction or arbitrator, the remaining provisions of these Terms will remain valid, effective and enforceable.

Feedback

We welcome questions, comments and other feedback about these Terms or the Services, including ideas, proposals, suggestions or other materials (“Feedback”). However, you acknowledge and agree that we will treat all Feedback as non-confidential, and you hereby grant us a nonexclusive, worldwide, perpetual, irrevocable, royalty-free, fully-paid-up license to create derivative works based upon any of your Feedback and to reproduce, publicly display, publicly perform, use, commercialize, disclose, import and distribute such Feedback and derivative works in any way and for any purpose, and to assign or otherwise transfer such license or otherwise authorize others to do any of the foregoing, without notice or obligation to you. You further acknowledge and agree that your provision of Feedback is gratuitous, unsolicited and without restrictions, and does not place us under any fiduciary or other obligation.

Entire Agreement

These Terms (including any documents incorporated into these Terms by reference) constitute the entire agreement between you and us regarding the Services, the Zeta Digital Assets, and, if applicable, Your Apps and any use thereof. If there exists any prior agreement, whether oral or written, regarding the Services, the Zeta Digital Assets, or, if applicable, Your Apps or any use thereof, that prior agreement is replaced by these Terms.