Last Revised: May 2024
These Terms of Service ("Terms") establish the terms under which you may use our website, www.zenmev.com ("Website"), and our application ("App"), collectively known as the "Services." These Services are operated by Company Name ("Company", "we", "us"), along with its affiliates. By accessing or using our Services, you agree to these Terms. If you do not agree with any part of these Terms, you should not use our Services.
For these Terms, "you" refers to you, the user of the Services. If you are using the Services on behalf of an organization, you represent that you are authorized to do so, and 'you' includes you and that organization.
1.1 Overview of Services The Services include an advanced interface that allows users to interact via third-party wallet applications (e.g., MetaMask) with a suite of decentralized smart contracts designed for various blockchain-based financial strategies, including but not limited to staking, arbitrage, and liquidity provisioning inherent to the ZEN-MEV ecosystem.
1.2 Components of the Services The core components of the Services involve:
1.3 Documentation and Support Complete documentation related to the Services, including user guides, API documentation, and technical specifications, is accessible at the website.
These documents provide essential information for safely and effectively using the Services.
1.4 Risks and Responsibilities Interacting with our Protocol and third-party protocols involves significant risks, including the irreversible nature of blockchain transactions. You are solely responsible for securing your wallet and private keys. The Company is not responsible for losses due to user error or security breaches.
1.5 Wallet Integration Using certain features of the Services requires linking a digital wallet. You are responsible for understanding and agreeing to the terms of your wallet provider. The Company does not control or assume liability for transactions facilitated through your wallet.
1.6 Changes and Updates We may modify or enhance the Services at any time. These changes may include major or minor updates to the software, infrastructure, security measures, or functionality. You are responsible for accepting and installing updates to continue using the Services effectively.
1.7 Transactional Integrity and Fees While using the Services, you may incur blockchain network fees and other charges related to the execution of transactions. These fees are dependent on the underlying blockchain protocols and are not set or controlled by the Company. We strive to provide accurate fee estimates within the App, but actual costs may vary. You are responsible for all associated fees, taxes, and duties.
1.8 Monitoring and Compliance We reserve the right to monitor your use of the Services to ensure compliance with these Terms and applicable laws. This monitoring helps maintain the integrity and security of the Services.
1.9 Legal and Regulatory Adherence By using the Services, you agree to comply with all applicable laws and regulations. You must not use the Services for illegal purposes or to engage in activities that violate these Terms.
2.1 Eligibility Requirements
To access and use the ZEN-MEV Services, you must be at least 18 years of age or the legal age of majority in your jurisdiction, whichever is higher. You must also not be classified as a "Prohibited Person."
2.2 Definition of Prohibited Person
A "Prohibited Person" includes any individual or entity that is:
2.3 Compliance Tools
To enforce these restrictions, ZEN-MEV may implement various compliance measures, including IP-based geofencing and other technology-based solutions designed to prevent unauthorized access by Prohibited Persons.
2.4 Legal Compliance
You agree to comply fully with all applicable laws and regulations of the jurisdiction from which you access the Services. This compliance includes, but is not limited to, regulations related to anti-money laundering (AML), countering the financing of terrorism (CFT), and prohibitions on dealing with sanctioned entities or individuals.
2.5 Responsibility for Lawful Use
You must not use the Services for any illegal activities or engage in actions that violate these Terms. This includes, but is not limited to, avoiding any transactions or activities that could be construed as money laundering or supporting terrorist activities.
2.6 Due Diligence and Cooperation
You may be required to provide additional information or documentation as part of our ongoing due diligence and to assist us in complying with applicable regulations. This requirement may arise under circumstances including but not limited to:
2.7 Transparency and Honesty
It is imperative that you provide accurate, truthful, and updated information concerning your identity, residency, and financial transactions. Any falsification of information or impersonation will lead to immediate suspension of access to the Services and potential legal action.
2.8 Monitoring and Enforcement
ZEN-MEV reserves the right to monitor all activities within the Services to ensure compliance with these Terms. This monitoring may include the review of transactions and data to prevent illicit activities or breaches of our operational protocols.
3.1 Overview
ZEN-MEV is committed to protecting the privacy and security of the information provided by our users. Our Privacy Policy outlines how we collect, use, protect, and share information when you access our Services, including the website and app. It is vital for all users to understand these practices, as they are a fundamental part of the terms that govern our relationship with you.
3.2 Location of the Privacy Policy
3.3 Scope of the Privacy Policy
The Privacy Policy covers the following key areas:
3.4 Compliance and Cooperation with Regulatory Authorities
ZEN-MEV complies with applicable privacy laws and regulations. We cooperate with regulatory authorities and law enforcement requests, providing information as required by law, regulation, subpoena, or court order.
3.5 User Responsibilities
3.6 Contact Information for Privacy Concerns
If you have any concerns or questions about how your personal information is handled, please feel free to contact our privacy team directly through the contact information provided in the Privacy Policy.
4.1 Right to Use Services
ZEN-MEV grants you a conditional right to access and use our Services, which include our website, applications, and any associated content and technology, strictly for your personal, non-commercial purposes. This grant is subject to your ongoing compliance with these Terms. It is important to note that:
4.2 Restrictions on Your Use of the Services
As a user of ZEN-MEV Services, you are subject to certain restrictions designed to protect the services and their use by our community. Specifically, you are not allowed to:
4.3 Interaction with Other Users
5.1 Ownership of the Services
ZEN-MEV and its licensors retain exclusive ownership over the Services, including the user interface, visual design, user experience elements, and all underlying software, databases, and proprietary material. These elements are protected under copyright, trademark, and other applicable intellectual property laws. You acknowledge that the Services, including their look and feel, graphics, images, text, logos, and all other material contained within them, are owned by ZEN-MEV or its licensors. As a user, you are granted a limited license to access and use the Services but are not permitted to:
5.2 Ownership of Trademarks
The trademarks, service marks, logos, brand names, and other proprietary identifiers used within or associated with the Services are the sole property of ZEN-MEV or its affiliates and licensors. This includes any branding associated with ZEN-MEV, which cannot be used in connection with any product or service not affiliated with ZEN-MEV, in any manner that may cause confusion among customers, or in any manner that disparages or discredits ZEN-MEV. All other trademarks not owned by ZEN-MEV that appear in connection with the Services are the property of their respective owners, who may or may not be affiliated with, connected to, or sponsored by ZEN-MEV.
5.3 Ownership of Feedback
ZEN-MEV highly values feedback, suggestions, comments, and other inputs from users regarding the Services ("Feedback"). By submitting Feedback, you acknowledge and agree that:
5.4 Protecting Intellectual Property
You agree to respect the intellectual property rights of ZEN-MEV and third parties. Any unauthorized use of the material and content of the Services, except as specifically authorized by these Terms, without the prior written permission of the respective owners, is strictly prohibited and may violate intellectual property rights or other laws. You will be responsible for any violation of these Terms with respect to the intellectual property rights of ZEN-MEV and its licensors.
6.1 Integration with Third Party Protocols and Materials
The ZEN-MEV Services, including the App, may integrate with, display, or provide access to third-party data, content, information, applications, materials, or websites (collectively, "Third-Party Materials"). These Third-Party Materials may include, but are not limited to, decentralized applications, blockchain protocols, and external platforms that provide additional functionalities or content relevant to your use of our Services.
6.2 No Endorsement of Third-Party Materials
ZEN-MEV does not endorse, verify, or assume responsibility for any Third-Party Materials. The inclusion of or link to any Third-Party Materials does not imply our approval or endorsement of those materials. The use of Third-Party Materials is governed solely by the terms and conditions and privacy policies of the respective third parties, not by ZEN-MEV's Terms of Service.
6.3 Risks and Liabilities
6.4 Waiver of Claims
By using the ZEN-MEV Services, you irrevocably waive any and all claims, now known or hereafter known, against ZEN-MEV and its affiliates, officers, employees, agents, licensors, and suppliers, regarding your use of Third-Party Materials and your interactions with any third-party service providers. This waiver includes any claims that might arise regarding the malfunction, failure, negligence, or any other claims arising from your use of Third-Party Materials.
6.5 Disclaimer of Responsibility
ZEN-MEV disclaims any responsibility for examining or evaluating the content, accuracy, completeness, legality, operability, or availability of any Third-Party Materials. Furthermore, ZEN-MEV does not warrant the offerings of any of these businesses or individuals, nor does it warrant the security of the data you provide to third parties.
6.6 User Acknowledgement
You acknowledge that Third-Party Materials provided by ZEN-MEV are for your convenience only, and the availability of any Third-Party Materials through the ZEN-MEV Services does not imply ZEN-MEV's endorsement of these services or any affiliation with their providers.
7.1 Disclaimers
Your access to and use of ZEN-MEV's Services and any associated protocols are at your sole risk. The Services are provided on an "AS IS" and "AS AVAILABLE" basis without warranties of any kind, either express or implied. The Company, its subsidiaries, affiliates, and its licensors do not warrant that:
Further, the Company does not warrant the completeness, accuracy, reliability, or timeliness of any data or information obtained through the Services. The technical aspects and all underlying information of the Services are subject to change at any time without notice.
ZEN-MEV holds necessary registrations as a service provider, where applicable. However, we are not registered as financial advisors, brokers, or dealers with any financial authority, either domestically or internationally. Thus, any financial information or investment services provided through the Services are not endorsed by any governmental agency.
No advice, information, whether oral or written, obtained from ZEN-MEV or through the Services, will create any warranty not expressly made herein. Engagements and transactions that you conduct utilizing the Services are at your own discretion and risk.
7.2 Limitations of Liability
To the fullest extent permitted by law, ZEN-MEV, including its directors, employees, partners, agents, suppliers, or affiliates, shall not be liable for any indirect, incidental, special, consequential, or punitive damages, including without limitation, loss of profits, data, use, goodwill, or other intangible losses, resulting from:
Further, total liability of ZEN-MEV, for any claims under these Terms, including for any implied warranties, is limited to the amount you paid us to use the applicable Service(s) or $100, whichever is greater.
7.3 Assumption of Risks
You acknowledge that blockchain and digital asset activities involve significant risks. By using the Services, you represent that you understand and accept the risks associated with digital asset transactions, including, but not limited to:
You also acknowledge that ZEN-MEV is not responsible for the transfer, safekeeping, or loss of any digital assets or funds resulting from the use of Services, whether through user error, system failure, or unauthorized third-party activities.
7.4 Indemnification
You agree to defend, indemnify, and hold harmless ZEN-MEV and its officers, directors, employees, and agents, from and against any claims, damages, obligations, losses, liabilities, costs or debt, and expenses (including but not limited to attorney's fees) arising from:
7.5 Third-Party Beneficiaries
Certain provisions declared herein are intended to be enforceable by ZEN-MEV's affiliates, licensors, and service providers, which are considered third-party beneficiaries with the power to enforce those provisions directly against you.
8.1 Important Notice Regarding Your Legal Rights
PLEASE READ THIS SECTION CAREFULLY. It significantly affects your legal rights, including your right to file a lawsuit in court and to have a jury trial. This section outlines the mandatory procedures for binding arbitration and includes a waiver for class action lawsuits.
ZEN-MEV encourages users to address concerns or disputes informally before pursuing formal resolution methods. Should a dispute arise between you and any entity associated with ZEN-MEV or our MultiSig Members, you agree to first contact us directly to seek dispute resolution. Both parties shall engage in a dialogue in good faith to resolve the dispute, allowing at least 30 days for the dispute to be addressed before escalating to more formal resolution methods. This informal negotiation is a prerequisite condition that must be fulfilled prior to pursuing any further legal action, including arbitration.
If disputes are not resolved through the informal process, they will proceed to binding arbitration under the Rules of the Milan Chamber of Arbitration. This agreement extends to include any disputes connected to your interaction with the Services or ZEN-MEV entities, regardless of whether these are based on contract, tort, statute, fraud, misrepresentation, or any other legal theory.
8.4 Exceptions to Arbitration
Some disputes are exempt from arbitration, including:
8.5 Arbitration Costs
The responsibility for covering arbitration fees will be governed by the Rules of the Milan Chamber of Arbitration. However, ZEN-MEV may cover additional costs to ensure that arbitration is not cost-prohibitive for you compared to court proceedings. If the arbitrator determines your claim is frivolous, you may be responsible for reimbursing ZEN-MEV for previously covered costs.
8.6 Opt-Out of Arbitration
You have the right to opt-out of the binding arbitration agreement, but you must do so within 30 days of initially accessing the Services or agreeing to these Terms. To opt-out, you must send a written notice to ZEN-MEV at support@zenmev.com. Opting out of the arbitration agreement constitutes a waiver of any rights to require arbitration.
8.7 Waiver of Right to Bring Class Action and Representative Claims
By agreeing to these Terms, you and ZEN-MEV mutually waive the right to bring any claims against each other as any part of a class or representative action. The only exceptions to this waiver are as specifically outlined under Section 8.4.
8.8 Enforceability
If any provision of this arbitration agreement is found unenforceable, that provision will be severed, and the remainder of the arbitration terms will continue in effect. If the class action waiver is deemed unenforceable, neither you nor ZEN-MEV will be entitled to arbitration unless and until that waiver is deemed enforceable.
9.1 Updating These Terms ZEN-MEV reserves the right to modify these Terms at any time to reflect changes in the law, our Services, or our practices. The "Last Revised" date at the top of this document will indicate the latest version. We will make reasonable efforts to notify you of any significant changes through a prominent notice on our website or by direct communication. It is your responsibility to review the Terms periodically. Changes will take effect immediately upon their posting on the website unless otherwise noted. By continuing to use the Services after changes are posted, you agree to the revised terms. Modifications will not apply to ongoing disputes or disputes arising out of events occurring before the implementation of such modifications.
9.2 Suspension; Termination ZEN-MEV may suspend or terminate your access to the Services if you breach these Terms or engage in any activity that we consider harmful to our operations or other users. Termination may occur without notice and may impact your access to the Services, including any content or features therein. Reasons for suspension or termination include, but are not limited to, engaging in prohibited activities as defined in the Terms, providing false information, or violating legal regulations. Upon termination, your right to use the Services ceases immediately, and ZEN-MEV may delete your data. All provisions of the Terms which by their nature should survive termination shall remain in effect, including ownership provisions, warranty disclaimers, and limitations of liability.
9.3 Injunctive Relief In the event of a breach or threatened breach of these Terms by you, ZEN-MEV shall be entitled to seek injunctive relief or other equitable remedies without the requirement to post a bond. This is in addition to any other rights and remedies that ZEN-MEV may have at law or in equity, which you irrevocably acknowledge as sufficient and adequate.
9.4 Force Majeure ZEN-MEV is not liable for any failure to perform its obligations where such failure results from any cause beyond ZEN-MEV's reasonable control, including mechanical, electronic, or communications failure or degradation, natural disasters, disturbances, wars, or legal constraints. Such circumstances may result in delays or failures in communication and information processing, disruptions in our Services, and you agree that ZEN-MEV is not responsible for any damages from such disruptions.
9.5 Miscellaneous These Terms constitute the entire agreement between you and ZEN-MEV regarding the use of the Services. If any part of these Terms is found to be invalid or unenforceable, that part will be amended to achieve as closely as possible the effect of the original term, and all other provisions will remain in full force and effect. The failure of ZEN-MEV to exercise or enforce any right or provision of these Terms will not constitute a waiver of such right or provision. You may not assign or transfer these Terms, by operation of law or otherwise, without ZEN-MEV's prior written consent. Any attempt by you to assign or delegate these Terms without such consent will be null and void.
9.6 How to Contact Us For any questions, concerns, or legal notices, please contact us at the following email address: support@zenmev.com. We aim to respond promptly and appropriately to your inquiries and to address any issues you may have with your use of our Services.