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Trading Terms and Conditions

ChemBridge Capital (Pty) Ltd, trading as Zeroa Integrated website and platform terms - full client-facing legal pack Version 1.1

Mauritius HoldCo Chemmodities Trading Limited


Mauritius registration number 161298 AC


Mauritius FSC licence AU18100159 (FS-4.3)


South African OpCo Chemmodities Trading (Pty) Ltd


South African registration number 2019/069594/07


FSCA licence FSP 36012


CASP status Approved

These Terms and Conditions govern access to and use of the Zeroa websites, web interfaces, client dashboards, APIs, wallets, execution services, payments functionality, custody interfaces, account features, and any related products or channels that Zeroa makes available from time to time. They are intended to operate as the complete legal framework for users of the platform, subject to any service-specific annex that expressly applies. Read this document carefully. By opening an account, accessing the platform, placing an order, funding an account, initiating a transfer, or otherwise using Zeroa, you agree to be bound by these Terms.

Contents

  1. Scope, structure, and contracting entity

  2. Eligibility, onboarding, and account opening

  3. Account security, authority, and user responsibilities

  4. Financial accounts, deposits, fiat issuance, and supported assets

  5. Withdrawals, redemptions, holds, and settlement delays

  6. Trades, execution model, pricing, and order handling

  7. Recurring trades, custom trades, and bundled products

  8. Layer 2, alternate networks, and protocol treatment

  9. Fees, spreads, taxes, set-off, and recovery rights

  10. Supported digital assets, discontinuation, and conversion rights

  11. Content, feedback, partnership channels, and third-party services

  12. Platform restrictions and prohibited conduct

  13. Risk disclosure and no-insurance statement

  14. Disclaimer of warranties

  15. Limitation of liability

  16. Indemnity

  17. Dispute resolution, governing law, and venue

  18. Suspension, termination, discontinuance, and inactivity

  19. Intellectual property and notices

  20. Personal data, electronic communications, and general provisions

  21. Definitions

  22. Annex A – Margin and leveraged trading terms

  23. Annex B – Zeroa Earn and staking services

  24. Annex C – Stablecoin rewards and opt-in yield terms

  25. Annex D – Zeroa Pay and internal transfer services

  26. Annex E – OTC, prime, treasury, and quoting services

  27. Annex F – Wallet, custody access, and protocol services

  28. Annex G – Flexline, credit, collateral, and liquidation

  29. Annex H – Disbursement partner and payout services
     

1. Scope, structure, and contracting entity
 

1.1 Contracting framework

These Terms are a legally binding agreement between you and the Zeroa entity or Zeroa entities providing the relevant service to you. For general platform access, client onboarding, digital asset trading, and South African regulated operating activity, the operating entity is ChemBridge Capital (Pty) Ltd trading as Zeroa. For holdco-level, treasury, intellectual property, corridor, and certain international service arrangements, the group structure may involve Chemmodities Trading Limited in Mauritius. References in these Terms to Zeroa, we, us, and our mean the relevant Zeroa group entity or entities providing the service in question.
 

1.2 Service variation by jurisdiction

Not all services are available in every country, to every user category, or through every interface. Zeroa may determine, at its sole discretion, which services, products, currencies, corridors, order types, payment methods, account levels, APIs, and user journeys are made available in a particular jurisdiction or to a particular account class. A feature shown on the platform does not create a right to use that feature.
 

1.3 Hierarchy of documents

These Terms apply together with any fee schedule, policy, product page, legal disclosure, risk notice, onboarding screen, API specification, or service-specific annex that Zeroa identifies as applicable. If there is a conflict between the main body of these Terms and a service-specific annex, the annex controls only for the subject matter of that annex. If there is a separately executed institutional agreement between you and Zeroa, that agreement controls to the extent of any direct conflict for the specific services covered by it.
 

1.4 Changes to these Terms

Zeroa may amend these Terms at any time to reflect changes in services, law, regulation, security requirements, product design, operational practice, market structure, counterparty arrangements, or risk management. Updated Terms are effective from the stated effective date. Continued use of Zeroa after an update constitutes acceptance of the revised Terms.
 

2. Eligibility, onboarding, and account opening
 

2.1 Minimum conditions

To open or use a Zeroa account, you must be legally capable of entering into a binding contract in your jurisdiction, provide accurate and current identifying information, and satisfy all eligibility criteria, onboarding requirements, and compliance checks imposed by Zeroa from time to time.
 

2.2 Individuals and entities

If you are an individual, you must be of legal age in your jurisdiction and acting for your own account unless Zeroa approves another arrangement. If you are acting for an entity, you represent and warrant that the entity is duly formed, validly existing, and properly authorised, and that you have full power and authority to bind that entity to these Terms.
 

2.3 Sanctions and restricted jurisdictions

You may not use Zeroa if you are located in, resident in, organised in, owned or controlled from, or acting for the benefit of any person in a sanctioned, embargoed, prohibited, or otherwise restricted jurisdiction, or if you are designated on any sanctions, restricted-party, anti-terrorism, anti-money-laundering, or law-enforcement list that Zeroa screens against. Zeroa may expand or amend restricted jurisdictions or categories at any time.
 

2.4 Ongoing eligibility

Eligibility is continuous. If you no longer satisfy the conditions for holding an account or using a service, you must notify Zeroa immediately and stop using the affected service. Zeroa may request evidence of eligibility at any time and may suspend, restrict, or close the account pending review.
 

2.5 Verification rights

You authorise Zeroa to conduct identity verification, source-of-funds checks, fraud screening, sanctions screening, beneficial ownership review, political exposure review, device and behavioural screening, and any other checks that Zeroa reasonably considers necessary or desirable. Zeroa may use internal systems or third-party providers and may act on the results without disclosing the basis of any determination.
 

2.6 Discretionary acceptance

Satisfying the minimum conditions does not entitle you to an account or service. Zeroa may refuse onboarding, decline an upgrade, restrict a feature, or refuse any application in its sole discretion, including for legal, compliance, commercial, reputational, operational, or risk reasons.
 

3. Account security, authority, and user responsibilities
 

3.1 Account ownership and use

Your account is personal to you or, where applicable, the legal entity approved by Zeroa. You may not sell, assign, lease, share, sublicense, or permit unauthorised persons to use the account. You may not use the account for the benefit of any third party unless Zeroa has expressly approved that use in writing.
 

3.2 Credentials and security

You must maintain the confidentiality and security of your passwords, devices, multi-factor credentials, API keys, recovery methods, and all other authentication tools. You must use strong credentials and appropriate security hygiene and must notify Zeroa immediately if you suspect compromise, unauthorised use, loss of device, malware, phishing, or any security event affecting your account.
 

3.3 Responsibility for activity

You are solely responsible for all acts, omissions, instructions, transactions, messages, API calls, and account activity that occur through your account, whether authorised by you or not, except to the extent non-excludable law provides otherwise. Zeroa is entitled to treat any authenticated instruction as valid and binding.
 

3.4 Accuracy of information

You must keep all contact, identity, tax, residency, beneficial ownership, financial-account, and other onboarding data complete, accurate, and current. Zeroa may require periodic refreshes or re-verification and may pause services until updated information is provided.
 

3.5 Third-party access and integrations

Where Zeroa permits account access through APIs, delegated permissions, linked sign-in tools, or other third-party channels, your use of those channels remains at your risk. Third-party interruptions, outages, compromises, or policy changes do not constitute a breach by Zeroa.
 

4. Financial accounts, deposits, fiat issuance, and supported assets
 

4.1 Approved financial accounts

Certain services require you to use an external bank account, wallet, payment method, or other funding source approved by Zeroa. You represent and warrant that you are the actual or beneficial owner of each approved funding source, have authority to use it, and are complying with the terms applicable to it.
 

4.2 Deposits and issuance

You may deposit supported digital assets into Zeroa and may send fiat funds using a Zeroa-approved method so that a fiat balance is reflected in your account when cleared and credited. Timing depends on banking networks, payment processors, blockchain conditions, and Zeroa reviews. Deposit, issuance, and credit times are estimates only.
 

4.3 Unsupported or incompatible assets

If you attempt to deposit an unsupported asset, an asset sent via an unsupported network, or an incompatible token standard, format, memo, destination tag, or routing instruction, you may permanently lose that asset. Zeroa has no obligation to recover or return it. If Zeroa attempts recovery, it may charge a recovery fee and may deduct that fee from the asset or any other balance available to you.
 

4.4 Rejections, limits, and holds

Zeroa may reject a deposit or issuance, impose amount or frequency limits, place a temporary or extended hold on credited balances, or defer availability for trading, withdrawal, or transfer. Hold periods may vary by payment method, account history, risk profile, fraud indicators, market conditions, and internal policy.
 

4.5 Fiat balances

A fiat balance reflected in your account is a platform balance for use with Zeroa services. It is not a bank account, current account, savings account, or deposit account. Unless expressly stated otherwise in a product annex, fiat balances do not accrue interest for your benefit. To the extent law permits, Zeroa may retain interest or earnings on safeguarded or operational fiat pools.
 

4.6 Custody and title

Subject to these Terms and any product annex, title to digital assets reflected in your spot account remains with you and does not pass to Zeroa solely because the assets are held through Zeroa custody arrangements. Zeroa may hold client assets through omnibus wallets, shared blockchain addresses, sub-custodians, settlement accounts, or other operational structures while maintaining internal ledger records distinguishing client entitlements.
 

5. Withdrawals, redemptions, holds, and settlement delays
 

5.1 Withdrawal and redemption requests

You may request the withdrawal of supported digital assets or the redemption of fiat balances to an approved external destination, subject to applicable minimums, fees, account limits, open positions, unsettled activity, holds, legal restrictions, and Zeroa operational requirements.
 

5.2 Finality and reversibility

Withdrawals and redemptions may be non-cancellable once submitted, approved, or initiated. Completed blockchain transfers are generally irreversible. Completed fiat disbursements may also be irreversible depending on rail, counterparty, and jurisdiction.
 

5.3 Delays and refusal rights

Zeroa may delay, suspend, or refuse any withdrawal or redemption for security, sanctions, fraud, source-of-funds, legal, tax, dispute, network, banking, insolvency, operational, liquidity, or commercial reasons. Zeroa is not liable for any loss arising from delay or refusal where it acts in good faith or as required by law or risk policy.
 

5.4 Failed or rejected transfers

If an external bank, wallet, protocol, or recipient rejects or cannot complete a withdrawal or redemption, Zeroa may retry, reverse, return, re-credit, or otherwise process the transfer as it reasonably determines. Zeroa is not responsible for external institutions refusing, delaying, freezing, or returning a payment or asset.
 

5.5 Set-off and negative balances

If any reversal, chargeback, clawback, rejected payment, mistaken credit, or shortfall creates a negative balance or liability owed to Zeroa, you authorise Zeroa to set off that liability against any fiat balance, digital asset balance, reward balance, or other entitlement in your account, and to convert balances where necessary at prevailing or reasonably determined rates to satisfy the obligation.
 

6. Trades, execution model, pricing, and order handling
 

6.1 Trading services

Subject to eligibility and availability, Zeroa may permit spot trades, fiat-to-digital-asset trades, digital-asset-to-fiat trades, digital-asset-to-digital-asset trades, fiat conversions, OTC transactions, structured conversions, and other execution services made available on the platform.
 

6.2 Execution model

Depending on the service, Zeroa may act as principal, agency intermediary, technology facilitator, liquidity arranger, or internalising counterparty. A quoted or displayed price may be supplied by Zeroa, derived from external liquidity venues, adjusted by spread, or otherwise determined through Zeroa execution logic. Zeroa is not obliged to obtain or match any third-party rate, venue price, or benchmark.
 

6.3 Orders and order types

Zeroa may make available market, limit, recurring, custom, quote-based, bundled, target-price, scheduled, or other order types. Availability may vary by user, jurisdiction, asset, and interface. Zeroa may add, modify, remove, or disable any order type at any time.
 

6.4 Pricing and slippage

All rates and quotes are indicative until execution, unless Zeroa expressly states that a quote is locked for a stated period and the conditions of that quote are satisfied. Market movement, spread movement, liquidity conditions, queue priority, latency, batching, or venue conditions may result in execution at a different rate from the one previously displayed.
 

6.5 Rejection, cancellation, and correction

Zeroa may reject any order or transaction in whole or in part. Orders may be non-cancellable unless Zeroa offers a cancellation function and accepts the request. If Zeroa identifies an error in a quote, price, order, balance, settlement, ledger entry, or other transaction outcome, you authorise Zeroa to correct the error, including by revising, cancelling, rebooking, reversing, netting, converting, or reprocessing the transaction.
 

6.6 Principal versus agency distinction

Where Zeroa provides you with an indicative quote and you accept that quote, Zeroa may execute as your direct counterparty. Where Zeroa provides a venue-style trading environment, API market access, or order-book style execution, Zeroa may execute as agent or facilitator while still retaining broad execution, routing, rejection, and risk-management discretion.
 

7. Recurring trades, custom trades, and bundled products
 

7.1 Recurring and scheduled trades

If Zeroa offers recurring or scheduled purchases, sales, or conversions, you authorise Zeroa to carry out those instructions according to your settings until changed or cancelled. Zeroa may process such instructions on or around the scheduled date and time and does not guarantee exact timing.
 

7.2 Custom or target-price trades

Where Zeroa offers target-price or custom execution features, execution depends on Zeroa being able to transact at the selected level or better and on liquidity being available. The market touching your target level does not guarantee execution.
 

7.3 Bundles or portfolio products

Where Zeroa offers baskets, bundles, themed allocations, or automatically rebalanced portfolios, you authorise Zeroa to purchase, sell, rebalance, or reweight the underlying supported assets in accordance with the methodology that Zeroa applies to the product. Bundle composition, weights, and rebalancing rules may change at any time.
 

7.4 No advice

Recurring, scheduled, target-price, and bundled features are tools only. They do not constitute investment advice, personal recommendations, portfolio management, discretionary advice, tax advice, or suitability determinations by Zeroa.
 

8. Layer 2, alternate networks, and protocol treatment
 

8.1 Optional network usage

Zeroa may support Layer 2 networks, sidechains, wrapped formats, alternate virtual-machine environments, or protocol-specific asset representations for convenience. You are solely responsible for selecting a supported network and understanding the implications of that selection.
 

8.2 Fungibility and ledger treatment

To the extent Zeroa operationally supports multiple representations of the same asset across multiple networks or layers, you agree that Zeroa may treat supported representations as fungible or operationally equivalent within its internal systems where this is necessary for custody, settlement, or display, subject to Zeroa's internal controls and supported-network rules.
 

8.3 Network risk

Zeroa makes no representation that any network will remain supported, available, secure, liquid, or interoperable. Congestion, outages, bridge failure, sequencer failure, smart-contract bugs, fork events, replay risks, reorgs, or protocol changes may affect availability, value, timing, or recoverability.
 

9. Fees, spreads, taxes, set-off, and recovery rights
 

9.1 Fees and spreads

You agree to pay all fees, spreads, commissions, charges, gas pass-throughs, corridor fees, payment fees, withdrawal fees, conversion fees, margin fees, yield service fees, credit fees, and any other charges applicable to your use of Zeroa. Some services may embed spread within price rather than charging a separately itemised execution fee.
 

9.2 Fee schedule changes

Zeroa may change fees, spreads, tiers, minimums, and pricing methodology at any time. Updated fees apply prospectively from the effective date displayed or otherwise communicated by Zeroa.
 

9.3 Fee deductions

You authorise Zeroa to deduct fees directly from the relevant transaction proceeds or from any other fiat or digital-asset balance in your account. If needed to settle fees or liabilities, Zeroa may convert balances into the denomination required for payment.
 

9.4 Taxes

You are solely responsible for determining, reporting, and paying all taxes that arise from your use of Zeroa, including taxes relating to trading, rewards, transfers, redemptions, margin activity, or other transactions. Zeroa does not provide tax advice.
 

9.5 Withholding and reporting

Zeroa may collect tax forms, residency information, or certifications and may withhold, report, or disclose information where required by law, regulation, or tax authority practice. Zeroa may lock, restrict, or close accounts if required to satisfy tax or legal obligations.
 

9.6 Debt recovery

Amounts owed to Zeroa accrue interest at the lesser of 18 percent per annum or the maximum rate permitted by law, unless a product annex states a different rate. Zeroa may engage third-party collection agents and you remain liable for reasonable enforcement and recovery costs where permitted by law.
 

10. Supported digital assets, discontinuation, and conversion rights
 

10.1 Supported assets and currencies

Supported digital assets, fiat currencies, payment methods, rails, and services are determined by Zeroa in its sole discretion and may vary by jurisdiction, user type, and interface. Support today does not imply support tomorrow.
 

10.2 Discontinuation

Zeroa may suspend or discontinue support for any asset, currency, network, service, feature, order type, payment route, or corridor at any time, with or without prior notice, for legal, compliance, liquidity, technical, security, commercial, or strategic reasons.
 

10.3 Client responsibility

You are solely responsible for monitoring which assets, networks, and services remain supported. If Zeroa directs you to withdraw, convert, or otherwise deal with a discontinued asset or service within a stated period, you must do so.
 

10.4 Zeroa action on discontinued balances

If you do not act within the period specified by Zeroa, Zeroa may, where legally permitted and operationally possible, convert, liquidate, net, redeem, disable, or otherwise deal with the affected balance in a commercially reasonable manner. Zeroa is not liable for any resulting market movement, spread, slippage, tax cost, or missed opportunity.
 

11. Content, feedback, partnership channels, and third-party services
 

11.1 Zeroa content

The platform, websites, APIs, interfaces, workflows, branding, content, software, compilations, databases, layouts, and related intellectual property belong to Zeroa or its licensors. Subject to these Terms, Zeroa grants you a limited, revocable, non-transferable licence to use the platform for your own lawful use of the services.
 

11.2 Your content and feedback

If you submit content, instructions, support material, profile information, reviews, suggestions, or feedback to Zeroa, you grant Zeroa a perpetual, irrevocable, worldwide, royalty-free licence to use, reproduce, adapt, publish, and exploit that content to the extent necessary to operate, improve, defend, market, or support the services. Feedback may be used by Zeroa without restriction or compensation.
 

11.3 Third-party services

Zeroa may integrate with or link to third-party services including payment providers, data services, wallets, communication tools, sign-in providers, banking partners, network operators, and liquidity venues. Zeroa does not control and is not responsible for third-party services, terms, downtime, fees, or performance.
 

11.4 Partner-introduced accounts

Where you access Zeroa through a partner, white-label, affiliate, introduced-client, channel, payroll, invoicing, or embedded-finance arrangement, you may also be subject to the partner's terms and onboarding rules. Zeroa may route communications through the partner, settle fees through the partner, or restrict functionality depending on the channel model.
 

12. Platform restrictions and prohibited conduct
 

12.1 Prohibited conduct

You may not use Zeroa for any unlawful, fraudulent, deceptive, manipulative, abusive, or prohibited purpose, including money laundering, sanctions evasion, terrorist financing, fraud, market manipulation, illegal gambling, phishing, or proceeds-of-crime activity.
 

12.2 Technical restrictions

You may not reverse engineer, decompile, disassemble, scrape, data-mine, spider, automate, bot, mirror, frame, benchmark, or build competing products from Zeroa without written consent. You may not interfere with, overload, degrade, probe, or bypass the security of the platform.
 

12.3 Misuse of accounts and information

You may not impersonate another person, use another person's credentials, provide false or misleading information, conceal beneficial ownership, create accounts for prohibited users, or use the platform in a jurisdiction or manner where the service is unavailable or prohibited.
 

12.4 Enforcement

Zeroa may investigate any suspected breach, cooperate with authorities, freeze or restrict balances, reverse or block transactions, remove content, close accounts, and take any action it considers necessary to protect the platform, clients, or legal position of the business.
 

13. Risk disclosure and no-insurance statement
 

13.1 General risk acknowledgement

Digital assets, stablecoins, tokenized instruments, fiat rails, cross-border corridors, payments products, and yield-linked services involve substantial risk. Prices may be volatile. Liquidity may disappear. Networks may fail. Counterparties may default. Regulation may change abruptly. You should not use Zeroa unless you fully understand and are willing to bear these risks.
 

13.2 No bank or depositor status

Zeroa is not a bank, deposit-taking institution, savings institution, or depositor protection scheme. Your account is not a bank account or deposit account. Unless a specific law expressly provides otherwise, your balances are not covered by deposit insurance or any equivalent protection scheme.
 

13.3 Stablecoin and corridor risk

Stablecoins are not legal tender and may de-peg, become illiquid, or face redemption, reserve, issuer, governance, or legal risk. Cross-border settlement and payout flows may depend on counterparties, local regulations, FX availability, and banking conditions. Delivery times and payout outcomes can be affected by local disruptions, cut-off times, agent constraints, and compliance checks.
 

13.4 Technology and protocol risk

Protocols, wallets, smart contracts, bridges, TEEs, APIs, relayers, data sources, and blockchains may fail or behave unexpectedly. Forks, airdrops, slashing, congestion, bridge exploits, oracle failure, censorship, or chain reorganisations may impair performance or access.
 

13.5 No obligation to optimise outcomes

Where Zeroa liquidates, converts, nets, closes, or otherwise enforces rights under these Terms, Zeroa has no obligation to obtain any particular price, minimise losses, or optimise outcomes for you. Market conditions and available liquidity may produce adverse execution results.
 

14. Disclaimer of warranties
 

14.1 As-is basis

To the fullest extent permitted by law, the platform and all Zeroa services are provided on an as-is and as-available basis. Zeroa disclaims all warranties and conditions, express, implied, statutory, or otherwise, including merchantability, fitness for a particular purpose, title, non-infringement, accuracy, uninterrupted availability, and freedom from viruses or harmful code.
 

14.2 No uptime guarantee

Zeroa does not guarantee that the platform or any service will be available at all times, free from defect, secure, error-free, or compatible with your systems, workflows, or expectations. Maintenance, upgrades, incidents, downtime, or emergency interventions may occur at any time.
 

15. Limitation of liability
 

15.1 Excluded losses

To the maximum extent permitted by law, Zeroa and its directors, officers, employees, contractors, affiliates, agents, licensors, and service providers are not liable for any indirect, incidental, special, punitive, exemplary, or consequential loss, including loss of profit, revenue, business, opportunity, goodwill, data, or expected savings.
 

15.2 Liability cap

To the maximum extent permitted by law, the total aggregate liability of Zeroa arising out of or relating to these Terms, the platform, or the services shall not exceed the greater of: (a) the total fees actually paid by you to Zeroa in the six months preceding the event giving rise to the claim; and (b) USD 100 or the local-currency equivalent. This cap applies regardless of the form of action and even if a remedy fails of its essential purpose.
 

15.3 External and force majeure exclusions

Zeroa is not liable for any loss caused by third-party systems, liquidity providers, custodians, banks, payment processors, counterparties, protocols, token issuers, validators, relayers, data providers, telecom failures, malware, device compromise, social engineering, or Force Majeure Events.
 

16. Indemnity
 

16.1 Your indemnity

You agree to defend, indemnify, and hold harmless Zeroa and its affiliates, officers, directors, employees, agents, and contractors from and against any claim, demand, loss, liability, damage, cost, or expense, including reasonable legal fees, arising from or related to: your use of the services; your breach of these Terms; your violation of law; your content; your misuse of the platform; or any dispute between you and a third party relating to your Zeroa activity.
 

16.2 Conduct of claims

If you owe an indemnity to Zeroa, Zeroa may control the defence and settlement of the claim and you may not settle any matter without Zeroa's prior written consent unless the settlement fully and unconditionally releases Zeroa and imposes no non-monetary obligation on Zeroa.
 

17. Dispute resolution, governing law, and venue
 

17.1 Informal escalation first

Before commencing formal proceedings, the parties should attempt in good faith to resolve any dispute through written notice and informal discussions. You must send dispute notices through Zeroa support or legal contact channels identified by Zeroa.
 

17.2 Governing law

Unless a service-specific annex states otherwise or mandatory local law requires a different result, these Terms are governed by the laws of South Africa, without regard to conflict-of-laws principles.
 

17.3 Forum

Any dispute not resolved informally shall be submitted to the courts of South Africa, unless Zeroa elects, in its sole discretion and where law permits, to require confidential arbitration under rules and in a seat that Zeroa specifies in a service notice, product annex, or institutional agreement. Zeroa may seek interim or equitable relief in any court of competent jurisdiction.
 

17.4 No class proceedings

To the maximum extent permitted by law, disputes must be brought on an individual basis and not as a class, collective, representative, or private-attorney-general action.
 

18. Suspension, termination, discontinuance, and inactivity
 

18.1 Zeroa rights

Zeroa may modify, suspend, discontinue, restrict, or terminate the platform or any service, account, feature, balance, instruction, order, or transaction at any time, with or without prior notice, and without liability except where mandatory law requires otherwise.
 

18.2 Reasons for action

Zeroa may act for any legal, regulatory, tax, sanctions, fraud, security, technical, liquidity, insolvency, commercial, operational, reputational, or strategic reason, including where Zeroa believes that continuing the relationship may expose it, its clients, or counterparties to risk.
 

18.3 Client termination

You may close your account by withdrawing supported digital assets, redeeming eligible fiat balances, settling all liabilities, and ceasing use of the services. Closure may be delayed while outstanding liabilities, holds, investigations, or legal requirements remain unresolved.
 

18.4 Inactivity and unclaimed balances

If your account becomes inactive for a prolonged period, Zeroa may apply inactivity procedures, including attempted contact, restriction of services, and, where required by law, remittance or transfer of balances in accordance with applicable unclaimed-property, dormant-account, or escheat rules.
 

19. Intellectual property and notices
 

19.1 IP complaints

Zeroa respects valid intellectual property rights and may respond to infringement notices, takedown requests, counter-notices, and related complaints in accordance with applicable law and Zeroa policy. Zeroa may remove content, disable access, or restrict users where it considers it necessary.
 

19.2 Contact and service notices

Zeroa may provide notices by posting them on the platform, emailing the address linked to your account, sending an in-app message, or using another communication channel that Zeroa reasonably determines to be effective. You are deemed to receive notices when sent or posted, whether or not you actually review them.
 

20. Personal data, electronic communications, and general provisions
 

20.1 Privacy

Your personal information is processed in accordance with Zeroa's privacy notice, which is incorporated by reference into these Terms. Zeroa may collect, use, disclose, and retain information for onboarding, service delivery, compliance, fraud prevention, security, analytics, support, and legal purposes.
 

20.2 Electronic communications and signatures

You consent to electronic records, disclosures, communications, signatures, and confirmations. Electronic acceptance, clicks, taps, OTP confirmations, API submissions, and equivalent digital actions may constitute legally binding signatures and instructions.
 

20.3 Hardware and software requirements

You are responsible for maintaining devices, internet access, browsers, storage, and software necessary to access communications, PDFs, account records, and tax forms. If you withdraw consent to electronic delivery where such consent is necessary for service operation, Zeroa may suspend or terminate your access.
 

20.4 Force majeure, waiver, assignment, and severability

Zeroa is not responsible for any failure or delay caused by events beyond its reasonable control, including power failures, government actions, war, labour disputes, telecom failures, or protocol incidents. Failure to enforce any provision is not a waiver. You may not assign these Terms without Zeroa's consent. Zeroa may assign them to an affiliate, successor, purchaser, financier, or restructuring vehicle. If any provision is unenforceable, the remainder survives.
 

20.5 Entire agreement and survival

These Terms, together with applicable schedules, policies, legal disclosures, and annexes, form the entire agreement between you and Zeroa regarding the services they cover and supersede prior discussions on the same subject matter. Any provisions that by their nature should survive termination will survive, including provisions on fees, taxes, liability, indemnity, disputes, IP, data, set-off, and definitions.
 

21. Definitions
 

21.1 Core definitions

In these Terms: Account means your Zeroa account and any associated sub-account, wallet view, or client profile. Digital Asset means any digital currency, token, tokenized instrument, wrapped token, or similar digital representation that Zeroa supports. Fiat Balance means the value of fiat currency reflected in your account ledger. Financial Account means an external bank account, wallet, card, payment account, or similar funding source maintained outside Zeroa and approved by Zeroa. Platform means the Zeroa websites, dashboards, interfaces, APIs, mobile web views, and any other interface Zeroa makes available. Trade means any exchange, conversion, purchase, sale, or transaction between a digital asset, fiat balance, or another asset supported by Zeroa. Withdrawalmeans a transfer out of your account. Redemption means conversion or payout of fiat balance to an external destination. Deposit means transfer of digital assets to your account. Issuance means the crediting of a fiat balance following receipt of fiat funds. Supported Asset means an asset, currency, or payment method designated by Zeroa as supported at the relevant time. Services means all products, features, rails, and account functions Zeroa makes available. Content means platform content, documentation, graphics, designs, compilations, and related intellectual property owned or licensed by Zeroa.
 

Annex A – Margin and leveraged trading terms
 

A.1 Availability and nature of service

Zeroa may, where available and legally permitted, provide margin extensions, leverage, collateralised spot margin, or similar leverage-enabled trading functionality. Margin is high risk and not suitable for all clients. Zeroa may enable, disable, or restrict margin at any time.
 

A.2 Margin disclosure

Using margin can lead to rapid and substantial losses, including losses greater than the funds you initially place in the account. Margin calls and liquidations may occur at any time, including outside business hours. Zeroa may liquidate without contacting you first.
 

A.3 Collateral and security interest

You must maintain eligible collateral assets in amounts required by Zeroa. To secure your obligations, you grant Zeroa a first-priority security interest and lien over all collateral assets and, to the fullest extent permitted by law, over any other balances Zeroa designates as supporting your margin obligations.
 

A.4 Maintenance margin and liquidation

If the value of your collateral falls below Zeroa's maintenance requirement, Zeroa may issue a margin call, restrict your account, sell received assets, liquidate collateral, convert balances, and close positions in the order and manner it reasonably determines. Zeroa has no obligation to optimise price or minimise loss.
 

A.5 Fees and negative equity

Margin fees, funding charges, borrowing charges, liquidation charges, and related fees apply according to the fee schedule. If liquidation results in negative equity, you remain liable for the deficit unless Zeroa expressly waives recovery in writing for a specific product or programme.
 

Annex B – Zeroa Earn and staking services
 

B.1 General

Where Zeroa offers staking, bonded staking, flexible staking, or similar earn products, participation is voluntary and subject to eligibility, asset support, jurisdiction, and operational availability. Staked assets remain subject to network, validator, protocol, custody, and slashing risk.
 

B.2 Rewards

Any displayed reward rate is indicative only and may change at any time. Zeroa does not guarantee any reward, any minimum rate, or uninterrupted accrual. Zeroa may retain a service fee or spread from protocol or programme rewards before crediting you.
 

B.3 Liquidity and unbonding

Flexible and bonded staking may involve unbonding periods, liquidity buffers, or delayed release. You may not be able to access, trade, or withdraw staked assets immediately after requesting unstake.
 

B.4 Network events

Airdrops, forks, slashing events, validator outages, protocol bugs, and governance changes may affect staked assets and rewards. Zeroa may determine in its sole discretion whether, how, and when to support any such event.
 

Annex C – Stablecoin rewards and opt-in yield terms
 

C.1 Programme structure

Where Zeroa offers opt-in rewards, stablecoin rewards, or yield on idle balances, participation may be automatic or elective depending on product design and jurisdiction. Some balances may remain custodial while others may become utilised or program-allocated balances under the relevant programme.
 

C.2 Nature of utilised balances

If Zeroa identifies a balance as utilised, you authorise Zeroa to use or allocate that balance within the stated programme terms, including for liquidity provisioning, fully collateralised lending, treasury operations, or other disclosed programme purposes. Utilised balances may not be immediately available for withdrawal.
 

C.3 Rewards and opt-out

Reward rates are discretionary, variable, and not guaranteed. Zeroa may reduce, suspend, or set rates to zero in market stress, operational disruption, legal change, or other circumstances materially affecting the programme. You may opt out or request return of eligible balances, subject to any delay or unbonding period disclosed for the product.
 

C.4 Risks

Yield products are not bank deposits. They are not insured. Counterparty, liquidity, legal, rehypothecation-style, and programme-structure risk may apply. In insolvency scenarios, your claim may differ depending on whether balances are custodial or programme-utilised.
 

Annex D – Zeroa Pay and internal transfer services
 

D.1 Service scope

Zeroa Pay allows eligible users to send or request supported digital assets and, where made available, fiat balances to or from other eligible Zeroa users or through link-based or partner-enabled mechanisms.
 

D.2 Instructions and finality

You are responsible for ensuring that the recipient details, tag, email, handle, or paylink are correct. Once processed, transfers are generally final and may not be reversible. Zeroa may display pending states but does not guarantee timing.
 

D.3 Failed and cancelled payments

Zeroa may cancel, reject, or refuse any pending transfer for compliance, security, technical, legal, or operational reasons. If a transfer fails, the relevant balance may remain in or be returned to your account depending on the circumstances.
 

D.4 Content and profiles

If Zeroa Pay supports public handles, profile images, notes, or payment requests, those items constitute your content. You are responsible for that content and must not use offensive, unlawful, misleading, infringing, or harmful identifiers or media.
 

Annex E – OTC, prime, treasury, and quoting services
 

E.1 Execution services

Zeroa may provide OTC execution, principal risk transfer, agency facilitation, treasury conversion, RFQ workflows, and prime-style services for eligible users. Separate institutional schedules may also apply.
 

E.2 Quotes

Quotes are indicative unless expressly stated as firm for a stated period. Once accepted, a firm quote is binding and may not be cancellable. Zeroa or its affiliate may be your direct counterparty on quoted trades.
 

E.3 Conflicts of interest

You acknowledge that Zeroa, its affiliates, and connected liquidity providers may have interests that differ from yours, may earn spread or profit on transactions, may share personnel or systems across group entities, and may choose to execute through affiliated channels rather than unaffiliated venues.
 

E.4 Termination and errors

Zeroa may suspend or terminate execution services at any time. In the event of any pricing, booking, or settlement error, you authorise Zeroa to correct the transaction, including by revision, cancellation, or conversion of balances as required.
 

Annex F – Wallet, custody access, and protocol services
 

F.1 Wallet access tools

Zeroa may make available user interfaces, connectivity, smart-contract tooling, relayers, paymasters, TEEs, signing workflows, or other wallet-access services for self-custodied or semi-custodial interaction. These services are offered for convenience only.
 

F.2 External protocols

Where you use Zeroa tools to interact with protocols, bridges, validators, or other third-party systems, you do so at your own risk. Zeroa does not control those systems and is not responsible for protocol failure, hacks, governance changes, smart-contract bugs, or loss of assets.
 

F.3 Blacklisting, sanctions, and compliance

Where law, sanctions, fraud controls, or security events require it, Zeroa may refuse, block, or freeze transfers to or from specific addresses, wallets, smart contracts, bridges, or protocols. Zeroa may monitor on-chain activity and act to prevent prohibited use.
 

Annex G – Flexline, credit, collateral, and liquidation
 

G.1 Credit services

Where Zeroa offers credit lines, flexline borrowing, overdraft-style facilities, or collateralised borrowing, such services are discretionary and subject to separate approval, limits, collateral requirements, and pricing.
 

G.2 Borrowing and collateral

You must maintain sufficient collateral, satisfy margin or loan-to-value requirements, and repay borrowed amounts, interest, fees, and costs when due. Zeroa may mark collateral values using prices or methodologies it reasonably determines.
 

G.3 Enforcement

If you fail to maintain required collateral or repay obligations, Zeroa may liquidate collateral, convert balances, close positions, net obligations, and take any enforcement step it deems commercially reasonable. Zeroa has no obligation to obtain any particular price.
 

G.4 Correlation and market risk

Borrowed assets and collateral may be correlated and may decline simultaneously. In stressed conditions, liquidation may occur rapidly and at unfavourable prices. You may lose all collateral and still remain liable for any deficit.
 

Annex H – Disbursement partner and payout services
 

H.1 Service scope

Where Zeroa enables payout, bank-transfer, cash-pickup, or external disbursement services through a third-party partner, that partner may provide the regulated money-transfer, FX, payout, or cash-delivery service while Zeroa provides the interface, initiation, and supporting account functionality.
 

H.2 Quotes, delivery, and timing

Displayed payout quotes, FX rates, delivery times, and fees may depend on the disbursement partner and local corridor conditions. A payout may be delayed, cancelled, fail, or require additional information. Zeroa is not responsible for partner-side delivery failures beyond its reasonable control.
 

H.3 Priority of partner terms

If a payout service is provided through a third-party partner, the partner's service terms, disclosures, and local regulatory rights may also apply. To the extent required for that service, those partner-specific terms control the money-transfer or cash-pickup component while these Terms continue to govern your use of Zeroa.

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