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Terms of Use

Customers accessing the Zebb Platform will be contracting with Awlencan Innovations India Limited [CIN no. U72100GJ2018FLC104448], C1103, Siddhivinayak Business Tower, Near DAV School, Next to Kataria House, Off. S.G. Road, Makarba, Ahmedabad – 380051, Gujarat, India, which operates the ‘Zebb’ Exchange Platform in India in its capacity as the licensee of Awlencan Innovations Pte. Ltd.,, and shall hereinafter referred to as “Zebb” or “Company”.

Definitions and Interpretation

In this agreement the following terms, unless the context otherwise indicates, will have the following meanings:

AML Regulations means India’s Prevention of Money Laundering Act, 2002 and the Rules and Regulations framed thereunder.

AML Policy means the policies and programs maintained by Zebb to comply with the AML Regulations.

Business Day means a day that is not a Saturday, Sunday or public holiday in Ahmedabad, Gujarat, India.

Client Asset Account means an account opened by a Client with Zebb.

Client Funds means all relevant fiat funds of a Client with Zebb.

Company means Awlencan Innovations India Limited [CIN no. U72100GJ2018FLC104448].

Competent Authority means the relevant government authority in India, as notified or may be notified, depending on the context.

Force Majeure shall mean and include any cause arising from or attributable to acts, or events, beyond the reasonable control of Zebb, including but not limited to natural calamity, strikes or other labour disputes, act of civil or military authorities, terrorist action or threat, catastrophe, civil commotion, riot, crowd disorder, invasion, war, threat of or preparation for war, fire, explosion, storm, flood, earthquake, subsidence, structural damage, epidemic or other natural disaster, calamity, attacks including through computer viruses, hacking, denial of service attacks, ransomware or other manmade disruptions or any law, order enactment, statutory direction, legislation, regulation, rule or ruling of government or any court of law or of a Government or regulatory authority.acts of god, interruption in telecommunications or internet services or network provider services, failure of equipment and/or software, offensive attacks including virus attack, hacking, denial of service attack or theft of the personal devices of User(s) resulting in loss to the Client Asset Account.

KYC means know your customer requirements as determined by Zebpay or under the AML Regulations.

Privacy Policy means Zebb’s privacy policy for Indian customers available at https://zebb.com/privacy-policy/

Users or Customers or Clients shall mean persons availing of the Zebb Services (as defined below), directly or indirectly.

Zebb Platform shall collectively mean and include Zebb Android App, Zebb iOS App (collectively, “Zebb App”) or Zebb Web application (“Web version”) and the Zebb website “www.Zebb.com” (“Zebb Website”), Zebb OTC Trading Platform and other web assets on the Zebb.com domain, together with the Zebb Developer Portal, Public APIs and secure authentication for Users;

Zebb Services means the services made available from time to time on the Zebb Platform.

Risk Warning

Trading in crypto assets involves a high degree of risk to your capital. Trading in crypto assets may not be appropriate for all investors and you should seek independent advice if necessary. Trading in crypto assets may result in total loss of your investment.

General Information

  • These Terms of Use form a binding agreement between you (hereinafter known as the “Customer” or “Client” “User” or “You”) and Awlencan Innovations India Limited as the operator of the Zebb Platform.
  • By using any services made available through the Zebb Platform, the Client agrees that the Client has read, understood and accepted all the terms and conditions contained in this Terms of Use as well as our Privacy Policy.
  • As this is a legally binding agreement, the Client is requested to carefully read through these Terms of Use and related notices before using any of the Zebb Services.
  • By registering, accessing or using the Zebb Platform, the Client agrees to the terms and conditions set out in this Terms of Use, and our Privacy Policy.
  • If any Client disagrees with these Terms of Use or our Privacy Policy, the Client shall not proceed to initiate account registration with Zebb or seek to acquire any of the Zebb Services.

Anti Money-Laundering Disclaimer

Zebb is committed to improve the global fight against money laundering and terrorist financing. In this regard, the Company has endeavoured to carefully ensure that all of its internal anti-money laundering procedures comply with AML Regulations.

Agreement Conditions

  • Zebb reserves the right to modify or change the terms and conditions in these Terms of Use at any time and at its sole discretion. Zebb will make endeavours to provide reasonable notice of these changes to Users and will modify or change the terms by updating the Terms of Use on the Zebb Platform, and the Users agree that information on the Zebb Platform may be subject to change without notice.
  • Any and all modifications or changes to the Terms of Use will be effective from the time period mentioned in the notice being provided to Users. As such, Users’ continued use of Zebb Services, including but not limited to any failure to close the User’s Client Asset Account during the requisite notice period, acts as acceptance of the amended Terms of Use. For the avoidance of doubt, if the User does not agree with any such modification or change, then the User should close the Client Asset Account, withdraw all relevant funds and cease using the Zebb Platform.

Eligibility

  • By registering to use a Client Asset Account, the Client warrants that the Client is an individual that is at least 18 years old, a legal person or other organization with full legal capacity to contract with Zebb in accordance with these Terms of Use.
  • If the Client is an individual and is not at least 18 years old, the Client’s legal guardian shall be responsible for all consequences resulting from the Client’s actions on the Zebb Platform and Zebb shall have the right to cancel or freeze the individual’s Client Asset Account in addition to filing claims against the Client and the Client’s guardian for compensation/damages.
  • Each User shall have one Client Asset Account only. Multiple accounts for the same User will not be allowed.
  • Clients who are not either citizens or residents of India are not permitted to use the Zebb Services.
  • Clients who are either citizens or residents of the below countries are not permitted to use the Zebb Services in any form (“Prohibited Jurisdictions”)

Democratic People’s Republic of Korea, Iran, Bahamas, Botswana, Cambodia, Ghana, Iceland, Mongolia, Pakistan, Panama, Syria, Trinidad and Tobago, Yemen, Zimbabwe, Cuba

Prohibition of use

By accessing and using the Zebb Platform, the Client acknowledges and declares that he/she/it is not on any trade or economic sanctions lists, such as the United Nations Security Council Sanctions List and its equivalent. You may not use your Client Asset Account to engage in the following categories of activity (“Prohibited Uses”). The specific types of Prohibited Uses listed below are representative, but not exhaustive:

  • unlawful activity;
  • fraud;
  • gambling;
  • intellectual property infringement; or
  • defamation or abuse.

The content of these Terms of Use shall not supersede the laws of India. Zebb maintains its stance that persons/entities belonging to Prohibited Jurisdictions hereinabove are not to use or access the Zebb Platform for any purpose, and Clients shall not utilize the Zebb Services towards Prohibited Uses or any of them.

Description of Zebb Services/business activity

  • INR/Crypto trading:
    • The crypto asset exchange service is a service accessed through the Zebb Platform whereby Zebb provides a trading exchange (crypto asset/fiat). The functionalities available under this service enable Users to trade the crypto assets with each other by posting their buy and/or sell orders on the exchange, which Zebb then further facilitates by providing the matching service that will pair their respective buy and sell orders. The order(s) placed by Users shall remain active for a time period as may be prescribed by Zebb from time to time, post which Zebb shall have the right to invalidate the said order(s).
  • When a User utilises any of the Zebb Services as described above, the User acknowledges that he or she or it is transacting with other Users of the Zebb platform as counterparties and bids are matched with a counterparty. In this regard, Zebb provides the platform to match the orders, and prices are therefore set by the market-forces of supply and demand. Save as aforesaid, Zebb is not a party to the transaction(s) that arise between the Users pursuant to these trades.

Provisions relating to both services

  • The Client must register and open a Client Asset Account with Zebb prior to availing the Zebb Services on the Zebb Platform.
  • Client may request the withdrawal of fiat currency subject to the limitations available at [_______________].
  • Zebb strives to maintain the accuracy of information posted on the Zebb Platform, however it cannot guarantee the accuracy, suitability, reliability, completeness, performance or fitness for purpose of the content through the Zebb Platform and will not accept liability for any loss or damage that may arise directly or indirectly from the content.
  • Information on the Zebb Platform may be subject to change without notice and is provided for the primary purpose of facilitating Users to arrive at independent decisions.
  • Users understand that there are risks involved in the usage of the Zebb Platform. Zebb encourages all users to exercise prudence and trade responsibly within their own means.
  • While Zebb emphasises online interface security to ensure the continuity and security of its services (announcements will be made in event of downtime/maintenance), it will not be accountable to Users for acts of God, Force Majeure, malicious targeted hacking, terrorist attacks and other reasonably unforeseeable circumstances.
  • Zebb reserves the right (but is under no corresponding duty) to cancel, rollback or block transactions of any and all types on the Zebb Platform in the event of abnormal transactions or based on its internal AML Policy.
  • ZEBB WILL NOT ASK FOR ANY PASSWORD OR PIN FROM ITS USERS EXCEPT WHEN THE USER ATTEMPTS TO LOGIN INTO THE ZEBB PLATFORM AND USE ZEBB SERVICES. ZEBB WILL ALSO NOT ASK USERS TO TRANSFER FUNDS THAT ARE NOT LISTED ON THE ZEBB PLATFORM .
  • By using the Zebb Platform and/or Zebb Services, the Client declares that all information provided by the Client to Zebb is true, accurate and complete.

The Client agrees and understands that the underlying protocols of different crypto networks are subject to changes (each a “Fork”) which may result in more than one version of such network (each a “Forked Network”). The Client further agrees and understands that Forks may materially affect the value, function, and/or name of the crypto held by the Client with Zebb. In the event of a Fork, Zebb may temporarily suspend any services in respect of the relevant crypto/s (with or without advance notice to the Client) and may determine, in its sole discretion, whether or not to support the Forked Networks. Details of Zebb’s position on such Forks are available at https://help.zebpay.com/support/solutions/articles/44001895103/, which may be subject to change from time to time.

User identity verification

  • Immediately upon registration of a Client Asset Account on Zebb, the Client agrees to share personal information requested for the purposes of identity verification and other purposes permitted by applicable laws. This information is used specifically to identify the Client and for the detection of potential money laundering, terrorist financing, fraud and other financial crimes on the Zebb Platform and to ensure that the User and his/her trades are fully compliant with the AML Regulations. Zebb endeavours to retain and obtain this personal information in accordance with its Privacy Policy and applicable law.
  • In addition to providing this information, to facilitate compliance with global industry and government standards for data retention, the Client agrees to permit Zebb to keep a record of such information for the lifetime of the User’s Client Asset Account plus five (5) years after closing the Client Asset Account or the minimum period required by applicable law, whichever is greater.
  • The Client further authorises Zebb to make inquiries, either directly or through third parties, that are deemed necessary by Zebb to verify the Client’s identity and/or to protect the Client and Zebb against financial crimes such as fraud, etc.

Client Funds

  • Client Funds shall be in Zebb’s bank account(s), or may be kept separate from money belonging to Zebb in a different client account, if required by applicable law and regulations, until such amounts are returned to the Client, or become due and payable to Zebb or to other Users in accordance with these Terms of Use or are otherwise paid or transferred in accordance with applicable law and regulations.
  • By accepting these Terms of Use, and to the extent not prohibited by applicable law, the Client hereby grants to Zebb the authority to open and establish a ‘Client Asset Account’ and the Client agrees to grant the Company the right to control the Client’s assets including crypto assets and Client Funds, whether they are held separately in a client account or commingled with other funds of Zebb.
  • Pursuant to the right of control referred to hereinabove and to the extent not prohibited by applicable law, Zebb reserves the right to:-
    • 1. lend out or invest the Client Funds into low risk interest bearing securities; and
    • 2. retain to its own benefit the capital gains, interest or profits that may from time to time be generated from such actions;
  • For the avoidance of doubt, the risk of loss which may be occasioned by such lending shall be borne wholly by Zebb, and Zebb undertakes to return to Users their deposited crypto assets and/or Client Funds on demand.

Know Your Customer (KYC) and on boarding

  • Zebb adheres to KYC requirements, and in this respect Zebb may undertake remote KYC procedures and video on boarding, among others.
  • The KYC procedures may be created or undertaken by any authorised representative of Zebb (such as a third-party KYC service provider) possessing all the relevant and necessary credentials to conduct the KYC and due diligence in accordance with the AML Regulations and the AML Policy, subject to applicable law.
  • The Client is bound to follow all on-screen instructions and adhere to all requirements for on-boarding onto the Zebb Platform.

Authenticity and self-responsibility of identity information

  • All Users must register for a Client Asset Account before using the Zebb Platform via our standard application procedure. To register for an account, the Client must provide his or her or its real name, email address and such other requested information including KYC documents.
  • Depending on certain conditions and at our sole discretion, we may refuse to open an account for you.
  • Where Zebb, at its sole and absolute discretion, determines that the applicable law and regulations require Zebpay to report transactions with the Client to a Competent Authority, the Client must obtain and provide Zebb with any information as Zebb may require. The Client shall not be permitted to place orders unless and until it has provided the information required, and subject to clearance of the Competent Authority or other authority, as the case may be.
  • Zebb shall carry out all the searches and enquiries that Zebb deems to be appropriate to assess the Client’s identity and/or to carry out any anti money laundering controls which may be required under the AML Regulations or its AML Policy. This information may be also used for the prevention of money laundering or terrorism financing as well as for the management of the Client Asset account. The Client authorises Zebb to use the information to perform the above checks as per these Terms of Use.
  • The identity verification information which may be requested generally includes but is not limited to:
    Full Name
    Email Address,
    Nationality
    Telephone Number
    Government Issued ID/Passport
    Date of Birth
    Proof of address
    Bank account details
    Photographs and images.
  • In providing this required information, the Client confirms that all such information is accurate and authentic. Post-registration, the Client guarantees at all times that the information is truthful, complete and updated in a timely manner with any changes. If there is any reasonable doubt that any information provided by the Client is wrong, untruthful, outdated or incomplete, Zebb shall have the right to send the Client a notice to demand corrections, remove relevant information directly, suspend or terminate all or part of the Zebb Services to the Client.
  • The Client shall be solely and fully responsible for any loss or expenses incurred by the Client in the course of the use of any Zebb Service if the Client cannot be reached through the contact information provided by the Client.
  • The Client hereby acknowledges and agrees that he/she/it has the obligation to keep all information provided to Zebb accurate at all times, including provision of updates in a timely manner to ensure such accuracy.
  • Zebb may or may not accept an application to become a Client in its absolute discretion, including (but not limited to) if the Client fails to pass the relevant appropriateness checks. If the Client application is accepted by Zebb, the Client shall be notified of the same.
  • The Client may only start trading with Zebb on the Zebb Platform after the initial transfer of Client Funds is credited to the Client Asset Account and such transfer has been cleared.
  • Zebb shall be authorised to act upon any digital instructions transmitted by the Client. 
  • The Client may request Zebb to make payments by debiting the Client Funds to the extent cleared funds are available at the time of the request (electronically via the Zebb Platform)
  • The initial transfer and any additional funds transferred by the Client (together, Client Funds) shall be credited to the Client as the case may be, subject to the following conditions: (i) The Client is required to transfer Client Funds to Zebb only from the Client’s bank account registered with Zebb. Zebb does not accept Client Funds from any other bank account of the Client or any third party account. (ii) Zebb does not accept Client Funds in cash.
  • Any crediting or debiting of Client Funds to or from the Client in respect of any transactions on the Zebb Platform is net of any bank fees, commissions or other charges or costs (including any applicable taxes and withholding taxes as applicable) and you hereby expressly authorise Zebb to make any such deductions.
  • All gains, earnings, losses, costs and liabilities made or incurred by the Client under or in relation to any cryptocurrency or any service provided by Zebb or otherwise in connection with these Terms of Use (including any fees charged by Zebb) shall be credited or debited to the Client, as applicable.
  • The Client hereby expressly authorises Zebb to deduct any such amounts from any Client Funds held by Zebb on the Client’s behalf.
  • The Client may, at any time, withdraw funds (‘Withdrawal Funds’) from the Client Funds by submitting a request to Zebb (‘Withdrawal Request’). Zebb may, at its discretion, elect to withhold payment (or deduct an amount from it, as applicable) if:
    • 1. Zebb is required by applicable law or regulations to deduct or withhold such payment; or
    • 2. there is an unresolved dispute between Zebb and the Client in connection with these Terms of Use or any related contract in respect of the Withdrawal Funds.
  • Zebb will transfer the Withdrawal Funds or any portion of them only to the Client’s registered bank account on the Zebb Platform.
  • The Client shall transfer Client Funds and submit withdrawal requests to Zebb using only the deposit or withdrawal function on the Zebb Platform. The Client shall be solely responsible for the safekeeping of the password/ PIN relating to the Client Asset Account on the Zebb Platform, and the Client will be responsible for all activities relating to the Client’s login and password/PIN, .
  • The Client hereby covenants that the Client:
    • 1. will not share his/her/its login or password/PIN details with any third party;
    • 2. will notify Zebb immediately if the Client he/she/it becomes aware of any unauthorised use of the Client login or password/PIN by any person, or any other violations of the Client Asset Account;
    • 3. will strictly observe the security, authentication, dealing, charging, withdrawal mechanisms and/or procedures of the Zebb Platform; and
    • 4. will log out from the Zebb Platform by taking proper steps at the end of every visit.
  • Zebb will not be responsible for any loss or consequences caused by the Client’s failure to comply with the above terms and conditions.

Representations, warranties and covenants of the Client

  • The Client represents and warrants to Zebb that:
    • 1. the Client is competent to contract under the Indian Contract Act, 1872.
    • 2. the Client has not been adjudged a bankrupt and/or has not entered into a scheme of arrangement with the Client’s creditors (if any);
    • 3. the Client’s conduct will not be in violation of the law, public interests, public ethics or other’s legitimate interests,
    • 4. the Client will not evade the payment of taxes or fees and will not violate these Terms of Use and applicable laws and rules;
    • 5. all information supplied by the Client to Zebb is complete, true, accurate and is not misleading or deceptive in any respect;
    • 6. if the Client is an individual, the Client is at least 18 years old;
    • 7. if the Client is a body corporate, unincorporated association, trust or other legal structure, the Client is validly existing in accordance with applicable law and regulations;
    • 8. the Client has entered into this agreement with Zebb by means of these Terms of Use voluntarily, and will enter into any transaction on the Zebb Platform only as a principal and not as another person’s agent or representative;
    • 9. the Client is not subject to any law or regulation preventing him/her/it from entering into this agreement/Terms of Use or transactions on the Zebb Platform. In this regard, the Client undertakes that he/she/it is not a resident of any jurisdiction where it may be unlawful to access the Zebb Platform or trade with Zebb;
    • 10. the Client has obtained all necessary consents, licenses and authorisations and has full power and authority (in accordance with its constitutional and organisational documents, where relevant) to enter into this agreement/Terms of Use and all transactions on the Zebb Platform;
    • 11. the Client will comply with all laws and regulations to which the Client is subject in relation to these Terms of Use and any transaction contemplated hereunder including, without limitation, all tax laws and regulations, exchange control requirements and registration requirements;
    • 12. these Terms of Use and any transactions entered into hereunder by the Client create valid and binding obligations which are enforceable against the Client in accordance with their terms including in the jurisdiction in which the Client is resident, and do not violate the terms of any law, regulation, order, charge, agreement or instrument by which the Client is bound or to which the Client’s assets are subject;
    • 13. the Client is fully aware of the financial and other risks involved with trading in crypto assets under these Terms of Use and is willing and financially able to sustain a total loss of funds resulting from the trading and transactions entered into on the Zebb Platform;
    • 14. the Client has consistent and uninterrupted access to the internet and the email address, mobile number provided to Zebb during the application procedure, and the Client undertakes that no one else has the said access;
    • 15. the Client will act in accordance with applicable law and regulations regarding market abuse, manipulation or misconduct, insider trading or dealing and other offences, as applicable;
    • 16. the Client will not alter, distort or otherwise manipulate the relevant market or underlying assets in relation to a transaction entered into as per these Terms of Use;
    • 17. the Client will promptly notify Zebb of the occurrence of any event of default or potential event of default or any other breach of these Terms of Use; and
  • If the Client violates the foregoing representations and warranties and/or other terms and conditions of these Terms of Use in any manner resulting in any legal consequences, the Client shall independently undertake all of the legal liabilities in the Client’s own name and indemnify Zebb from all actions, claims, losses or costs arising from such violation;
  • The Client will not use any data or information displayed on the Zebb Platform for commercial purposes without Zebb’s prior consent.
  • The Client will use the Zebb Platform in accordance with these Terms of Use and the Privacy Policy as well as all other applicable terms, without taking acts of unfair competition and without attempting to intervene with the normal operation of Zebb. Examples of such malicious acts include, but are not limited to:
    • 1. using a device, software or subroutine to interfere with the Zebb Platform;
    • 2. overloading network equipment with unreasonable data loading requests;
    • 3. executing malicious sales or purchases on the market.
  • By accessing any of the Zebb Services, the Client agrees that Zebb shall have the right to unilaterally determine whether the Client has violated any of the above covenants and take action without receiving the Client’s consent or giving prior notice to the Client. Examples of such actions include, but are not limited to:
    • 1. block and close order requests;
    • 2. freezing the Client Asset Account;
    • 3. reporting the incident to Competent Authorities;
    • 4. publishing the alleged violations and actions that have been taken;
    • 5. deleting any information the Client published that is in violation.
  • The Client consents to the Zebb Platform’s AML and KYC checks and procedures and Zebb reserves the right to (i) withhold the refund of any fiat and crypto assets; and/or (ii) deny access to the Zebb Platform, before all necessary procedures have been vetted and consent is formally authorised for the Client to access the Zebb Platform.
  • Without prejudice to the aforesaid, any Client fiat will be ‘frozen’ until the relevant procedures are completed and under no circumstance may they be ‘exchanged’ or ‘withdrawn’.
  • If the Client’s alleged violation causes any losses to a third-party, the Client shall solely undertake all the legal liabilities in the Client’s own name and hold Zebb harmless from any loss, fine or extra expenses. If, due to any alleged Client violation, Zebb incurs any losses, any claim is made on Zebb by third parties for compensation and/or Zebb suffers any punishment imposed by any administrative authorities, the Client will indemnify Zebb against any and all losses and expenses caused thereby, including legal fees.
  • The Client acknowledges and agrees that the above representations and warranties have been a material inducement to the decision of Zebb to permit the Client to open a Client Asset Account with Zebb and trade on the Zebb Platform.
  • In case of any abnormal behaviour, fluctuation or delay in transactions beyond Zebb’s control, Zebb shall not be liable to the Client.

Liability

  • Zebb will provide access to the Zebb Platform on an “as is” and “commercially available” condition and to the maximum extent permitted by law does not offer any form of warranty with regards to the Zebb Platform’s reliability, stability, accuracy and completeness of the technology involved. The Zebb Platform serves merely as a venue of transactions where cryptocurrency information can be acquired, and cryptocurrency transactions can be conducted by the Users.
  • Zebb cannot control the quality, security or legality of the cryptocurrencies in any transaction, truthfulness of the transaction information, or capacity of the parties to any transaction to perform their obligations. The Client must carefully consider the associated investment risks, legal status and validity of the transaction information and investment decisions prior to the Client’s use of the Zebb Platform.

Limitation of liability

  • Release of Zebb’s Liability
    • 1. If you have a dispute with one or more Users of the Zebb Platform, you agree that neither Zebb nor any of its affiliates or service providers, nor any of the respective officers, directors, agents, joint venturers, employees and representatives will be liable for any claims, demands and damages (actual and consequential) of any kind or nature arising out of or in any way connected with such dispute.
    • 2. Zebb will not be liable for any loss caused to a User due to discontinuation of any cryptocurrency that is being offered through the Zebb Platform.
    • 3. Zebb shall not be liable for any disruption of service, whereby the User is denied access to their crypto assets.
    • 4. Zebb shall not be liable for any loss caused to the User through loss of any crypto asset(s) stored on the User’s Client Asset Account for any reason whatsoever, save and except due to a wilful and malicious commission or omission by Zebb directly resulting in such loss.
    • 5. Zebb shall not be liable for any discontinuation, alteration, suspension or termination of any part of the services offered on the Zebb Platform caused or occasioned any Force Majeure event or any change in applicable law with respect to crypto assets.
    • 6. Zebb shall not be liable for any loss caused to a User due to fluctuations in the prices of crypto assets. Zebb does not guarantee profits from sale or purchase or transfers of crypto assets. Zebb shall not be liable for any loss caused to User for suspension, cancellation or termination of a User’s Client Asset Account, including on account of a violation by such User of any of these Terms of Use, the Privacy Policy or any applicable law. The User agrees that Zebb will not be liable to User or to any third party for termination of the User account or for restricting access to the Zebb Platform, which shall be at the sole discretion of Zebb.
    • 7. The User shall not be entitled to any damages from Zebb for any reason whatsoever including but not limited to consequential or compensatory damages for any reasons including suspension, cancellation or termination of the User’s Client Asset Account or for cessation of any or all services on the Zebb Platform. The User shall only be entitled to refund / recovery of the crypto assets and Client Funds credited to the Client, subject to deductions of amounts owed to Zebb and other legal, regulatory or statutory dues or those stipulated under applicable law from time to time, and to the permissibility of such refund or recovery under applicable law.
    • 8. In the event that any crypto assets credited to a Client Asset Account are seized, or Zebb is unable to access or return the same to the User, Zebb shall not be held liable or responsible for the same. The User is cautioned to avail himself/herself/itself of the Zebb Platform subject to the above risk. At no point in time will Zebb, its directors, shareholders, employees, representatives, officers, affiliates or assigns be held liable for any claims whatsoever for cessation of the Zebb services or termination of any part of the Zebb Platform or any disruption with respect to access to any Client Asset Account.
    • 9. All claims by a User shall be limited to the crypto assets and Client Funds standing to the Client’s credit in the relevant Client Asset Account, subject to the above mentioned conditions.
    • 10. TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE MAXIMUM CUMULATIVE LIABILITY OF ZEBB IN ANY EVENT, FOR ANY CLAIM, DAMAGES, TORT SHALL BE LIMITED TO THE MONIES ACTUALLY RECEIVED FROM THE USER, AS FEES FOR THE SERVICES RENDERED BY ZEBB IN RELATION TO THE APPLICABLE TRANSACTION TO WHICH THE CLAIM RELATES. IF THE CLAIM DOES NOT RELATE TO ANY TRANSACTION IN PARTICULAR, THEN ZEBB’S MAXIMUM CUMULATIVE LIABILITY SHALL BE LIMITED TO THE MONIES ACTUALLY RECEIVED FROM THE USER, AS FEES FOR THE SERVICES RENDERED BY ZEBPAY IN RELATION TO THE TWO TRANSACTIONS IMMEDIATELY PRECEDING THE DATE ON WHICH THE CLAIM IS MADE BY THE USE.
  • No Liability for Breach
    Zebb will not be liable for any breach of these Terms of Use, where the breach is due to abnormal and unforeseeable circumstances beyond Zebb’s control, the consequences of which would have been unavoidable despite all effects to the contrary, nor is Zebb liable where the breach is due to the application of mandatory legal requirements.
  • Limitation of loss
    Without prejudice to the generality of the foregoing, in no event shall Zebb, its affiliates or its service providers, or any of its or their respective officers, directors, agents, employees or representatives, be liable for any of the following types of loss or damage arising under or in connection with these Terms of Use or otherwise:
    • 1. any loss of profits or loss of expected revenue or gains, including any loss of anticipated trading profits and / or any actual or hypothetical trading losses, even if the User has been advised of or knew or should have known of the possibility of the same;
    • 2. 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, even if we are advised of or knew or should have known of the possibility of the same;
    • 3. 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;
    • 4. any loss or damage whatsoever which does not occur directly from our breach of these Terms of Use; and/or
    • 5. any loss or damage whatsoever which is in excess of that which was caused as a direct result of our breach of these Terms of Use (whether or not the Users are able to prove such loss or damage).

Indemnification

The Client agrees to indemnify and hold harmless Zebb, its affiliates, contractors, licensors, and their respective directors, officers, employees and agents from and against any claims and damages (including legal fees, fines or penalties imposed by any regulatory authority) arising out of the Client’s breach or our enforcement of these Terms of Use or (including with limitation your breach of the Privacy Policy, AML Policy or any other restrictions on use of Zebb services) or your violation of any law, rule or regulation, or the rights of any third party . This shall also apply to the Client’s violation of any applicable law, regulation, or rights of any third party during the Client’s use of the Zebb Services.

Termination

  • The Client agrees that Zebb has the right to immediately suspend relevant Client Asset Accounts (and any accounts beneficially owned by related entities or affiliates), freeze or lock the Client Funds in all such Client Asset Accounts, and suspend access to Zebb if it suspects any such Client Asset Accounts to be in violation of these Terms of Use, Privacy Policy, AML Regulations acts or any applicable laws and regulations.
  • Pursuant to certain AML regulations and other applicable laws, Zebb reserves the right to keep and use the transaction data or other information related to such Client Asset Accounts for up to the longer of: (a) five (5) years or (b) the time period required by applicable law following the termination of this agreement, and for the following purposes:-
    • 1. if the Client Asset Account is subject to a governmental proceeding, criminal investigation or other pending litigation;
    • 2. if Zebb detects unusual activity in the Client Asset Account;
    • 3. if Zebb detects unauthorized access to the Client Asset Account;
    • 4. if Zebb is required to do so by a court order or command by a regulatory/government authority;
    • 5. in the event of a suspected breach of these Terms of Use;
    • 6. in the event of a suspected criminal event, including but not limited to money laundering, terrorist financing, and fraud;
    • 7. in the event the use of the Client Asset Account is subject to any pending litigation, investigation, or government proceeding and/or Zebb perceives a heightened risk of legal or regulatory non-compliance associated with the activity in the Client Asset Account;
    • 8. the Client takes any action that may circumvent Zebb’s controls such as opening multiple accounts or abusing promotions which Zebb may offer from time to time;
    • 9. if a transaction is unfinished during the account termination process, Zebb shall have the right to notify the Client’s counterparty of the situation at such time.
  • In case of any of the following events, Zebb shall have the right to directly terminate the applicability of these Terms of Use by cancelling the Client Asset Account, and shall have the right to permanently freeze (cancel) the authorisations of the Client Asset Account and withdraw the same:
    • 1. after Zebb terminates the Zebb Services to the Client,
    • 2. the Client allegedly registers in his/her/its own name or registers in any other person’s name as a User more than once, directly or indirectly;
    • 3. the main content of the User’s information that the Client has provided is untruthful, inaccurate, outdated or incomplete;
    • 4. when these Terms of Use are amended, the Client expressly states and notifies Zebb of the Client’s unwillingness to accept the amended Terms of Use;
    • 5. any other circumstances where Zebb deems, at its sole discretion, that it should terminate the services to the Client.
  • Subject to the below subparagraph, once a Client Asset Account is closed/withdrawn, all charges and liabilities owed to Zebb on the Client Asset Account will be due and payable to Zebb. Upon payment of all outstanding charges to Zebb (if any), the User will have to immediately withdraw all the balance funds from the Client Asset Account.
  • Zebb maintains full custody of the Client Funds and the User data/information which may be turned over to the authorities in event of account suspension/closure arising from fraud investigations, AML investigations or violation of the law or these Terms of Use (e.g. trading on Zebb from a Prohibited Jurisdiction).

Compliance with Local Law

  • It is the responsibility of the User to abide by local laws in relation to the legal usage of Zebb Services in such User’s local jurisdiction. Users must also factor, to the extent of their local law, all aspects of taxation, withholding, collection, reporting and remittance to their appropriate tax authorities.
  • All Users of the Zebb Platform and any of the Zebb Services acknowledge and declare that their Client Funds come from a legitimate manner and are not derived from illegal activities. Zebb maintains a stance of cooperation with law enforcement authorities globally and will not hesitate to seize, freeze, terminate Client Asset Accounts and Client Funds which are flagged or investigated by legal mandate.

Force Majeure

  • Zebb Services are offered only on the digital domain, which is subject to risks including offensive attacks. Zebb shall not be liable for any loss caused to the User’s Client Asset Account or the Client Funds or crypto assets accrued therein if the same arises due to any Force Majeure event.
  • To the maximum extent permitted by law, Zebb shall not be liable for any loss caused to any User due to a data breach of confidential information of the User, including of the User account details or User password, including when such breach has occurred due to the User sharing such details with third parties or due to the User’s failure to follow reasonable due diligence. Zebb shall also not be liable or responsible for losses caused due to any disclosure by a User of any User account details to any third party, including on account of a phishing attack or other third-party disruption.

Privacy and Confidentiality

  • Zebb processes all personal information in accordance with applicable law and regulations relating to the processing, privacy, and use of personal information.
  • Zebb may collect, hold and process personal information about the Client from the way in which the Client engages with Zebb (such as by filling in the application, placing orders, or if the Client contacts Zebb by post, email, telephone, in person or by any other means), through the Client’s interactions with Zebb and/or the Zebb Platform.
  • Details of the types of personal information which Zebb collects, holds or processes are set out in Zebb’s Privacy Policy available at https://zebb.com/privacy-policy/
  • Zebb relies on the following legal basis to process and use the Client’s personal information:
    • 1. processing is necessary for the performance of the Zebb Services provided to the Client under these Terms of Use;
    • 2. processing is necessary for the purposes of Zebb’s legitimate business interests, including administering the relationship with the Client and/or analysing, improving and developing its trade, products and services. [For a more detailed overview of the legitimate business interests of Zebb’s please refer to the relevant section of the aforesaid Privacy Policy]; and
    • 3. processing is necessary for compliance with a legal obligation to which Zebb is subject as better identified in Zebb’s Privacy Policy.
  • The Client’s personal information may be disclosed to Zebb’s affiliates, service providers and other suppliers (including those outside of India) as detailed in the Privacy Policy. Further details as to where the Client’s personal information may be transferred or accessed and the basis for such transfers are set out in the Privacy Policy.
  • Zebb has security procedures covering the storage and disclosure of the Client’s personal information to prevent unauthorised access of any Client personal information and to comply with the Information Technology Act, 2000, and the Rules and Regulations framed thereunder.
  • Neither party may disclose to any person any information relating to the business, investments, finances or other matters of a confidential nature of the other party of which it may come into possession in connection with this agreement and its performance by the other party, and each party shall use all reasonable endeavours to prevent such disclosure, except as may be required by any applicable law, rule or regulatory, law enforcement or tax authority.
  • For the avoidance of doubt, Zebb may be required to disclose information to third parties in order to carry out fraud-checks and for KYC procedures in accordance with applicable law, and the Client expressly consents to such disclosure.

Complaints

If the Client has any complaints, feedback or questions, the Company may be contacted via [_________] or raise a ticket on the Zebb Platform, and we will make our best efforts to resolve the issue with expediency. Zebb shall not provide any support services to walk-in users.

Method of payment

Any payment to be made under these Terms of Use must be made by one of the following methods:

  • 1. By credit of cleared funds to the bank account specified by Zebb on the Zebb Platform; or
  • 3. any other lawful form of payment specified by Zebb on the Zebb Platform.

Notices

  • Unless these Terms of Use expressly state otherwise, a notice, consent, approval, waiver or other communication (notice) in connection with these Terms of Use must be in writing. A notice may be given by hand delivery, prepaid post, or by electronic message to the recipient’s physical address or email address as advised from time to time.
  • A notice given under this clause will be deemed to be received:
    • 1. if hand delivered, at the time of delivery;
    • 2. if sent by prepaid post, three Business Days after the date of posting, unless a notice is received after 5.00 pm on a Business Day in the place of receipt or at any time on a non-Business Day, in which case, that notice shall be deemed to have been received at 9.00 am on the next Business Day;
    • 3. if sent by electronic message, when the sender receives an automated message confirming delivery or eight business hours after the message has been sent (as recorded on the device from which the sender sent the message) unless the sender receives an automated message that the electronic message was not delivered or the sender knows or reasonably should know that there is a network failure and accordingly knows or suspects that the electronic message was not delivered,

Assignment

The User may not assign or otherwise deal with any of its rights or obligations under these Terms of Use without Zebb’s prior written consent. However, Zebb may, without the User’s consent, assign its rights under these Terms of Use in the case of the sale of all or part of the Zebb Platform.

Waiver

  • No failure to exercise or delay in exercising any right given by or under these Terms of Use to a party constitutes a waiver and the party may still exercise that right in the future.
  • Waiver of any provision of these Terms of Use or a right created under such provision must be in writing signed by the party giving the waiver and is only effective to the extent set out in that written waiver.

No warranty or representation

By giving its approval or consent about any matter dealt with by these Terms of Use, Zebb does not make or give any warranty, representation or undertaking about any circumstances relating to the subject matter of the consent or approval.

Severability

If any provision of these Terms of Use is void, voidable by a party, unenforceable, invalid or illegal and would not be so if a word or words were omitted, then that word or those words shall to be deemed to be severed and if this cannot be done, the entire provision shall be deemed to be severed from these Terms of Use without affecting the validity or enforceability of the remaining provisions hereof.

No merger

On completion or termination of the transactions contemplated by these Terms of Use, the rights and obligations of the parties set out hereunder will not merge and any provision that has not been fulfilled shall remain in force.

Further steps

Each party agrees to promptly do all things reasonably necessary or desirable to give full effect to these Terms of Use, including obtaining consents and signing documents.

Time is of the essence

Time is of the essence with respect to every duty expressed in these Terms of Use.

Entire agreement

These Terms of Use contain the entire agreement between the parties regarding the subject matter hereof, and supersede all previous communications, representations or agreements between the parties on the subject matter.

Governing law and jurisdiction

  • These Terms of Use are governed by the laws of India.
  • The parties submit to the non-exclusive jurisdiction of the courts of Ahmedabad, Gujarat, India, in case of any disputes that may arise in respect of, or relating to these Terms of Use.

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