Terms & Conditions – Zorotoken

Zororium Project Terms and Conditions

Introduction

Please carefully read and understand these terms and conditions (the “Terms”) before participating in the Zororium project. These Terms define the rules and regulations for your involvement in the Zororium project and the use of Zororium tokens ($ZORO).

Definitions and Interpretation

The following words and phrases, as used herein, shall have the following meanings:

Zororium Tokens ($ZORO/ZRT): A digital cryptocurrency based on the Zororium blockchain, created for various utility purposes within the Zororium project.

Zororium Documents: All documents, annexes, and relevant information governing the use of Zororium tokens, including but not limited to the White Paper, the Private Sale Document, these Terms, the Privacy Policy, and any information provided by Zororium on its official website or elsewhere, as applicable.

Zororium Project: The creation and issuance of Zororium tokens by Zororium for the development and functioning of the Zororium blockchain platform.

Zororium Platform: A blockchain-based platform designed by Zororium to provide various services and utilities using Zororium tokens, including but not limited to decentralized applications, smart contracts, and other related features. Please note that the Zororium Platform is mentioned for reference but is not directly regulated by these Terms.

Zororium Company: Zororium Corporation, a legal entity registered under the applicable laws and regulations.

Private Sale: An offer by Zororium, conducted privately, to accept contributions towards the Zororium Project. Participants in the Private Sale may receive Zororium tokens in return, subject to the terms specified in the Zororium Documents.

Private Sale Start Date: The initial date on which the Private Sale commenced.

Participant: Any individual or legal entity who has contributed to the Private Sale or intends to hold and utilize Zororium tokens on the Zororium Platform or for any other purpose.

Prohibited Participant: An individual wishing to become a Participant who is a citizen, national, resident, or has significant connections to a country, jurisdiction, or territory where the holding and use of Zororium tokens or cryptocurrencies are prohibited by applicable laws, regulations, or other governing practices. This includes but is not limited to the United States or any other restricted jurisdictions. This prohibition also extends to any person acting on behalf of such a prohibited participant.

Wallet: A digital wallet or private key associated with the Zororium blockchain, which allows the storage and management of Zororium tokens ($ZORO).

Website: The official website of Zororium, including any subdomains or other websites as specified by Zororium from time to time.

White Paper: An informational document provided by Zororium to explain the use of Zororium tokens, the Zororium Platform, and the Zororium Project.

In these Terms, the terms “country,” “jurisdiction,” and “territory” may be used interchangeably and have the same meaning. “Holding” Zororium tokens refers to ownership and possession, whether in the Participant’s name or on behalf of others. “Use” encompasses trading, bartering, exchanging, or utilizing Zororium tokens in any other manner, whether on the Participant’s behalf or for others. “Wallet” may also be referred to as a digital vault or other storage mechanism within these Terms.

The terms “you,” “your,” “contributor,” and “participant” are used interchangeably within these Terms and align with the definition of “Participant” provided above. Headings in these Terms are included for convenience and do not impact their interpretation.

Gender and Number Interpretation

Where necessary, the masculine gender includes the feminine and neutral genders, and the singular includes the plural, and vice versa.

Important Points for Zororium

Digital Currency Status

You acknowledge and agree that Zororium tokens ($ZORO) are not intended to represent a digital currency, commodity, security, financial instrument, or any other form of investment in any jurisdiction. The Zororium project, including these Terms, the White Paper, and all other Zororium Documents related to the holding and use of Zororium tokens, do not constitute a prospectus or offering document. They are not a solicitation for investment and do not offer securities to the public or form a collective investment scheme. As the Zororium project falls outside the scope of applicable regulatory frameworks, such as the ‘Virtual Financial Assets Act’ (Chapter 590 of the Laws of Malta), the Company is not obligated to file or seek approval from Maltese regulatory authorities for the Zororium Documents.

Regulatory Compliance

You understand that, following the acceptance of these Terms, if there are any regulatory actions, changes in law or regulations that apply to participation in the Private Sale, the acquisition of Zororium tokens, or the holding and use of Zororium tokens or other virtual currencies or tokens:

The Company may need to make significant changes to these Terms or any other Zororium Documents to ensure compliance with such regulatory requirements.

The Company reserves the right to take all necessary actions to ensure compliance with such regulatory requirements, which may include ceasing operations if deemed necessary.

Responsibility for Compliance

To the extent that you are not a Prohibited Participant, it is your sole responsibility to determine whether prior or subsequent approval, notification, registration, or licensing is required for your participation in, acquisition, holding, and use of Zororium tokens. If such approvals or registrations are needed, it is your responsibility to obtain them, whether as an individual or a legal entity. This applies to your country of citizenship, nationality, residence, or any other connecting factor. You understand that the Company shall not be held liable for any failure on your part to comply with these requirements.

Limited Rights and Ownership

Zororium tokens carry no rights, either express or implied, except the right to use them on the Zororium Platform. They do not represent or grant any ownership interest, equity stake, security, intellectual property rights, or any other form of participation in relation to the Company. Owning Zororium tokens does not entitle you to acquire any such interests or rights concerning the Company.

No Liability for Speculative Intent

The Company shall not be held liable for any speculative intentions you may have or for any actions taken by third parties attempting to hold Zororium tokens for reasons other than their intended use.

Scope of Terms

These Terms constitute an agreement between the Participant and the Company, governing participation in the Private Sale, the acquisition, holding, or use of Zororium tokens, as updated from time to time, to the extent not covered by other Zororium Documents. It is important to note that the Company is the issuer of Zororium tokens but is not the owner or operator of the Zororium Platform. The Zororium Platform is referenced in these Terms and other Zororium Documents but is not subject to these Terms.

Acceptance of Terms

By participating in the Private Sale and/or holding and/or using Zororium tokens at any time, you confirm that you have read, understood, and agreed to be bound by these Terms. These Terms become immediately effective and binding upon both the Participant and the Company. If you do not agree to these Terms, you are not authorized to use Zororium tokens on the Zororium Platform or for any other purpose.

You acknowledge that these Terms may be modified by the Company for various reasons, as indicated elsewhere in these Terms. It is your responsibility to stay informed of the latest terms, which can be found on the Website or through other means.

You represent and warrant that, to the extent permitted by law, you are authorized to participate in the Private Sale, acquire, hold, and use Zororium tokens in your country. Additionally, you affirm that you are of legal age to be bound by these Terms and have the necessary power and authority to enter into this agreement.

Furthermore, you represent and warrant that you possess an understanding of cryptographic tokens, smart contract functionality, token storage mechanisms (including wallets), and have sufficient knowledge of technical, financial, and business matters. You appreciate and assume the risks and implications of holding and using such tokens.

Risk Factors for Zororium

The acquisition of Zororium tokens ($ZORO) through the Zororium project, the use of Zororium tokens, and engagement with the Zororium Platform carry inherent risks that participants should thoroughly evaluate. The following are principal risk factors that the Company deems significant in connection with Zororium tokens and the Zororium project. Participants are advised to consider these risks, in addition to all the information provided in these terms, and consult with their professional advisers before obtaining Zororium tokens. These risks may also interact and compound one another:

General Suitability of Token Acquisition: The acquisition of Zororium tokens is suitable for financially sophisticated individuals capable of assessing the merits and risks of such acquisition, or those who have received professional advice. It should not be seen as a traditional investment or financial asset.

Risk of Losing Access Due to Key, Custodial, or Participant Errors: The responsibility for securing Zororium tokens through a wallet lies with the participant. Loss of private keys, custodial errors, or participant errors can result in the loss of Zororium tokens and other assets stored in the wallet.

Risk of Mining Attacks: Zororium tokens, like other Ethereum-based tokens, are susceptible to various attacks by miners, including double-spend attacks, majority mining power attacks, and selfish-mining attacks, which can impact the accuracy of transactions involving Zororium tokens.

Risk of Hacking and Security Weakness: Hackers and organizations may attempt to interfere with Zororium tokens through various attacks, such as denial of service attacks, malware attacks, and consensus-based attacks, potentially impacting the Zororium Platform and related services.

Risk of Security Weakness in Smart Contract, Website, and Source Code: Smart contracts, the website, and Zororium source code may contain unintentional weaknesses or bugs that affect Zororium tokens. The open nature of the source code means updates or modifications could lead to unintended outcomes, potentially resulting in the loss of tokens.

Risk of No Listing or Low/No Liquidity: There are no guarantees that Zororium tokens will be exchangeable for other cryptocurrencies or fiat money. Exchange services may be subject to regulatory oversight, exposing users to potential fraud or exchange failures.

Risks of Unfavorable Fluctuations: Fluctuations in the value of ETH or Zororium tokens may affect the Company’s ability to fund development or maintain the Zororium Platform as intended. Events like a DAO-like attack or security incidents could exacerbate unfavorable fluctuations.

Risk of Malfunction in the Ethereum Network and Competing Platforms: Zororium tokens may interact unfavorably with network malfunctions. Competing platforms with similar features could emerge, potentially affecting the utility of Zororium tokens.

Risk of Uninsured Losses: Zororium tokens are uninsured, and in the event of loss, there is no public insurer or private insurance arranged by the Company to offer recourse to participants.

Regulatory Risks and Market Risks: Uncertainty in the regulatory status of tokens, distributed ledger technology, and initial token offerings may lead to changes in law, regulatory actions, or enforcement actions. Compliance with industry-specific laws and regulations may also be required.

Taxation Risks: Taxation of Zororium tokens is uncertain. Participants are responsible for understanding and complying with tax implications, including withholding taxes, income taxes, and reporting requirements.

Lack of Interest in Zororium Tokens and the Zororium Platform: Reduced interest in Zororium tokens and the Zororium Platform could impact their development and utility.

Internet Transmission Risks: Failures of hardware, software, or internet connections may disrupt communication, leading to errors, delays, or other issues when using Zororium tokens and the Zororium Platform.

Dissolution of the Company: Various factors, such as decreased utility, failed commercial relationships, unfavorable market conditions, or regulatory challenges, could lead to the dissolution of the Company, affecting the use of Zororium tokens.

Lack of Governance Rights: Zororium tokens do not confer governance rights. Decisions regarding the Company will be made at the Company’s discretion, potentially impacting the utility of tokens.

Unanticipated Risks: As a new and untested technology, cryptographic tokens and blockchain may carry unforeseen risks that could impact Zororium tokens and the Zororium Platform.

Purpose and Use of Zororium Tokens

Zororium tokens ($ZORO) have specific utilities upon launch, primarily consisting of two key purposes:

Utilization on the Zororium Platform: Participants can use Zororium tokens to acquire fan tokens issued by an affiliate of the Company on the Zororium Platform. These fan tokens grant the respective holders the right to exercise voting and “crowd manager” rights, along with other associated benefits, concerning sports clubs integrated into the Zororium Platform.

Accessing Services of the BSC Blockchains: Zororium tokens can also be employed to access services offered by the BSC Blockchain Campus.

Participants should be aware that when transferring Zororium tokens to other parties in any manner, it is their responsibility to ensure compliance with applicable rules and regulations. The Company will not be held liable for any consequential losses or damages resulting from such transfers. Participants must also acknowledge that the acquisition of Zororium tokens is irreversible and non-refundable, with utilities limited to those specified in this section. Requests for refunds will not be entertained.

Privacy and Confidentiality

The Company values the privacy of Participants and collects only necessary information for the acquisition and use of Zororium tokens or to meet its obligations under the law. The Company commits to maintaining confidentiality, and its agents will not disclose non-public proprietary, confidential, or proprietary information obtained during the course of the relationship under these Terms, unless required by law, regulations, rules, or agreements. The processing of personal information, including data collected via the Website, will adhere to the privacy policy accessible at https://www.chiliz.com/en/privacy-policy/.

The term “personal information” refers to data that can identify a specific person. The Company does not consider anonymized information to be personal information. However, the Company retains the right to request additional information or documentation from Participants at its discretion to comply with applicable laws or regulations related to the holding and use of Zororium tokens. Participants agree to provide such information promptly upon request. The Company may also require more due diligence documentation to comply with future or amended regulations.

The duty of confidentiality does not extend to communications, facts, or documents related to illegal activities, crimes, or fraud. The Company may report to law enforcement, without notifying the Participant, if it suspects that property or funds are linked to corruption, drug trafficking, or other illegal activities and does so in good faith, as required by applicable law.

Anti-Money Laundering

The Company reserves the right to question Participants and request documentation necessary for Know Your Client (KYC) purposes and to verify the source of funds used to acquire Zororium tokens before providing access to the Zororium Platform. Additionally, the Company may, at its sole discretion, terminate a Participant’s use of Zororium tokens and related services, with or without notice, especially on legal grounds related to anti-money laundering and KYC regulations and procedures.

Taxation of Tokens

In addition to the tax-related risks outlined in these Terms, Participants are solely responsible for determining and complying with any actual or potential tax obligations resulting from the acquisition, holding, use, or disposal of Zororium tokens. The Company is not obligated to compensate for Participants’ tax liabilities or provide advice on tax matters.

Limitation of Liability and Indemnity

Participants acknowledge that the acquisition, holding, receiving, and using of Zororium tokens for any reasons other than those mentioned in the ‘Purpose and Use of Zororium Tokens’ section carry inherent risks, as listed in these Terms, and that these risks are fully accepted by the Participant.

The Company shall not be liable for various losses, including but not limited to increased costs, lost profits, lost revenue, trading losses, opportunity costs, lost bargains, time losses, data losses, or consequential, incidental, special, or indirect losses that may arise for any reason, including those related to the listed risks in these Terms, even if foreseeable or when the Company has been advised of the possibility of such losses or damages.

Participants further acknowledge that the Company shall not be liable for any damages, losses, charges, liabilities, claims, demands, actions, suits, proceedings, payments, judgments, settlements, awards, assessments, deficiencies, interest, penalties, costs, and expenses, including legal fees and consultant fees, imposed on, sustained, incurred, or asserted against the Company, directly or indirectly resulting from the Participant’s involvement in the Private Placement, acquisition, holding, or use of Zororium tokens, or use of the Zororium Platform. This includes any breach of these Terms or violation of any law, rule, or the rights of a third party. Participants also agree to indemnify the Company for any legal fees or other costs incurred due to the Participant’s actions or omissions.

Additionally, the Company is not responsible for losses or damages arising from force majeure events, technological issues, changes in market conditions, reliance on information contained in the Zororium documents, or other unforeseen events. The term “Company” includes its directors, officers, members, employees, agents, attorneys, representatives, affiliates, and associates.

Termination

The Company reserves the right to terminate or suspend a Participant’s access to the Zororium Platform without prior notice or liability for any reason, particularly when the Participant breaches these Terms. Termination will not waive any legal remedies available for any event leading to termination. Provisions that should survive termination, including obligations and liabilities, will continue to be in effect.

Prohibited Participants & Other Limitations

Zoro tokens ($ZORO) are not available to:

Prohibited Participants: These are individuals or entities as defined in the Terms, who are expressly prohibited from acquiring, holding, or using ZRT or any other cryptocurrencies and/or tokens.

Participants in Restricted Countries: The use of ZRT is also restricted in countries where special or specific prior or subsequent approval, notification, registration, or licenses are required. Participants in such countries, without obtaining the necessary approvals, notifications, registrations, or licenses, would be excluded from participating in these Terms, whether directly or indirectly.

These Terms and the use of ZRT shall apply only in countries where such use aligns with the description provided in the Zororium Documents and is not prohibited by local laws or regulations. Potential Participants should, therefore, ascertain whether they fall under the category of Prohibited Participants and, if applicable, familiarize themselves with and adhere to any restrictions imposed by jurisdictions other than the laws of Malta.

Assignability and Transferability

The Company reserves the right to, at their own discretion, assign, transfer, license, subcontract, or in any other manner, transfer or alienate all or part of their rights, benefits, or obligations related to Zororium under these Terms without restrictions.

Changes to the Terms

The Company may, at their sole discretion and for any reason, make revisions or changes to these Terms from time to time. Such changes will be effective immediately upon publication on the Website. If a revision is considered material, the Company will provide notice on the Website. These revised Terms will not apply retroactively. Participants who do not agree with the modified terms should discontinue their holding and use of ZRT and the Socios.com Platform.

Severability

In the event that any term, clause, or provision within these Terms is held to be unlawful, void, or unenforceable, that specific term, clause, or provision will be separated from the Terms and will not impact the validity or enforceability of any remaining part of that term, clause, or provision, or any other part of these Terms.

Entire Agreement

These Terms (and Zororium Documents, if applicable) constitute the entire agreement between the Parties and supersedes any and all prior drafts, agreements, arrangements, and understandings, whether written or oral, pertaining to the subject matter herein.

Governing Law and Dispute Resolution

By accepting these Terms, the Participant agrees that the legal relationship between the Company and the Participant, as well as any matters concerning the interpretation, validity, enforcement, and construction of these Terms, shall be governed by and construed in accordance with the laws of Malta.

Any dispute, controversy, or claim arising from, relating to, or concerning these Terms or any breaches thereof shall be resolved through arbitration as per the provisions of the Malta Arbitration Act, Chapter 387 of the Laws of Malta. The arbitration process will be regulated by the Arbitration Rules in force at the time, promulgated under the authority of the said Act. Participants waive any rights to object to the jurisdiction or forum for any legal action, claim that the action has been brought in an inappropriate forum, or claim that the forum lacks jurisdiction.