ZYNT Terms of Use

1.1 Interface Description

• The Interface is a non-custodial, web-based frontend that enables users to interact with the Orderly Network decentralized perpetual futures protocol.
• Zynt provides only frontend interface software; Zynt does not operate, maintain, or control any trading infrastructure, order matching system, settlement mechanism, or liquidity pool of Orderly Network.
• All trading, order matching, settlement, and liquidity management are performed by Orderly Network's autonomous protocol infrastructure.
• All transactions occur through Orderly Network's smart contracts; Zynt cannot alter, cancel, or intervene in orders, assets, or protocol logic.

1.2 No Custody or Control

• Zynt never takes custody, possession, or control of your digital assets or private keys.
• You are solely responsible for your digital asset wallets, wallet security, and safe storage of your keys and recovery phrases.
• You should never share wallet credentials or seed phrases with anyone, including Zynt.
• You must connect a Web3 wallet to place trades; you may browse the Interface without wallet connection, but trading functionality requires an active wallet connection and account creation.

2.1 Geofencing and Jurisdictional Restrictions

The Interface employs geofencing technology to restrict access from certain jurisdictions where perpetuals trading and DeFi use are restricted or prohibited under law.

Geofencing measures utilize Cloudflare geolocation technology to analyze IP addresses and other location indicators. Access from restricted jurisdictions is automatically blocked.

• The United States and its territories/possessions
• Jurisdictions subject to comprehensive sanctions by the UN, U.S., EU, or UK, including but not limited to: Cuba, Iran, North Korea, Syria, the Crimea, Donetsk, and Luhansk regions of Ukraine
• Any jurisdiction where the offering or use of such platforms is prohibited or requires licensing that we do not possess
• Any other jurisdiction designated from time to time in our discretion

2.2 User Representations Regarding Jurisdiction

By accessing or using the Interface, you represent and warrant:

• You are NOT a citizen, resident (tax or otherwise), or green card holder of the U.S.
• You are NOT a citizen or resident of any comprehensively sanctioned country/jurisdiction
• You are NOT located in, incorporated in, or operating from any restricted jurisdiction
• You are NOT accessing the Interface from a restricted jurisdiction
• You will not use the Interface if applicable laws prohibit or restrict you from doing so where you are
• You are solely responsible for ensuring lawfulness of your use in your location
• You acknowledge DeFi and derivatives regulations vary by jurisdiction and change frequently

2.3 Affirmative Attestation Requirement

Before creating an account or placing trades, you must affirmatively confirm via checkbox attestation that:

• You are NOT a United States citizen, resident, or green card holder
• You are NOT located in any restricted jurisdiction
• You understand these representations are legally binding

We reserve the right to require re-verification of your jurisdictional status at any time, including upon detection of access from a different IP address or location.

2.4 Prohibition on VPN and Circumvention

You expressly agree you will NOT:

• Use VPNs, proxies, Tor, or any technology or method to circumvent geofencing
• Provide false or misleading information about your location, citizenship, or residency
• Access the Interface if in, a resident of, or a citizen of any restricted jurisdiction, even if geofencing fails
• Assist anyone in circumventing our jurisdictional restrictions

2.5 Enforcement and Consequences of Misrepresentation

By accessing the Interface, you affirmatively represent and warrant that you are NOT a U.S. citizen, resident, or green card holder; NOT located in any restricted jurisdiction; and NOT accessing via VPN, proxy, Tor, or other circumvention technology.

Important Notice: While we implement commercially reasonable geofencing measures, we cannot guarantee detection of all circumvention attempts. Users bear full responsibility for ensuring their access is lawful in their location.

2.6 Sanctions Compliance

• You are not identified on any prohibited/restricted party list (e.g., OFAC SDN list, UN Consolidated List, EU Sanctions List)
• You are not owned/controlled by, or acting for, any such listed party
• You will not use the Interface in any transaction involving a sanctioned party
• You acknowledge we may be required to block access/freeze assets associated with sanctioned persons/jurisdictions

2.7 Changes to Restricted Jurisdictions

We reserve the right to modify the restricted jurisdictions list at any time without prior notice. You are responsible for ensuring your access and use are lawful. If in doubt, seek local legal advice.

3.1 Orderly Network Integration

• The Interface connects users to Orderly Network, an independently operated decentralized protocol.
• Orderly maintains its own order matching engine, liquidity infrastructure, and settlement layer; Zynt has no control over any of these.
• Users connect wallets to the Interface, which routes orders to Orderly Network's smart contracts for execution.
• Users may also interact directly with Orderly's smart contracts independently of our Interface.

3.2 No Endorsement or Guarantee

• Zynt does not endorse, guarantee, or assume responsibility for Orderly Network or any smart contract security, availability, or operation.
• We have conducted NO independent security audit of Orderly Network smart contracts.
• We make NO representations regarding the security, functionality, safety, or fitness for purpose of Orderly Network's protocol, smart contracts, or infrastructure.
• Users acknowledge they have independently researched Orderly Network and accept ALL risks associated with its protocol.

3.3 Third-Party Protocol Changes

• Orderly Network may modify, upgrade, discontinue, or suffer exploits/hacks at any time without notice to Zynt or users.
• Zynt has no control over such changes and is not responsible for any resulting losses or disruptions.
• We may integrate additional perpetual futures protocols (such as Hyperliquid) in the future; such integrations will be subject to these same disclaimers.

3.4 No Control Over Transactions

• Transactions cannot be altered, paused, or reversed by Zynt once submitted to Orderly Network's smart contracts.
• We have no ability to modify, cancel, or intervene in orders after user submission, even in emergency scenarios.

5.1 No Warranties

THE INTERFACE IS PROVIDED 'AS IS' AND 'AS AVAILABLE' WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT.

• The Interface will be uninterrupted, timely, secure, or error-free
• The results obtained from using the Interface will be accurate or reliable
• The quality of any services, information, or other material obtained through the Interface will meet your expectations
• Any errors in the Interface will be corrected

5.2 Third-Party Protocol Risks

• We have conducted NO independent security audit of Orderly Network smart contracts
• We make NO representations regarding the security, functionality, safety, or fitness for purpose of Orderly Network's protocol, smart contracts, or infrastructure
• Orderly Network may modify, upgrade, discontinue, or suffer exploits/hacks at any time without notice
• Users acknowledge they have independently researched Orderly Network and accept ALL risks associated with its protocol
• Changes to Orderly Network's protocol, fee structures, margin requirements, or liquidation mechanisms may occur without notice and are beyond our control

5.3 Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW:

THESE LIMITATIONS APPLY EVEN IF ZYNT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND REGARDLESS OF THE LEGAL THEORY (CONTRACT, TORT, STRICT LIABILITY, OR OTHERWISE).

5.4 Basis of the Bargain

You acknowledge that Zynt has offered the Interface, set its fees (if any), and entered into these Terms in reliance upon the disclaimers and limitations of liability set forth herein, and that the same form an essential basis of the bargain between the parties.

7.1 Perpetual Futures Risks

Trading perpetual futures involves significant risks including but not limited to:

• Total Loss Risk: You may lose your entire investment and more
• Leverage Risk: Leveraged positions amplify both gains and losses
• Liquidation Risk: Positions may be forcibly closed at unfavorable prices if margin requirements are not met
• Funding Rate Risk: Perpetual contracts require periodic funding payments that may be positive or negative
• Market Volatility: Cryptocurrency markets are highly volatile with rapid and substantial price movements
• Slippage: Actual execution prices may differ significantly from expected prices, especially during volatile markets
• Liquidity Risk: Insufficient liquidity may prevent you from entering or exiting positions at desired prices

7.2 Technology Risks

Users bear all risks associated with blockchain technology and decentralized protocols, including:

• Smart Contract Risk: Bugs, vulnerabilities, or exploits in Orderly Network or other protocol smart contracts
• Oracle Failures: Price feed inaccuracies or manipulation affecting liquidations and settlements
• Network Congestion: Blockchain network delays preventing timely transaction execution
• Wallet Security: Loss of private keys, wallet hacks, or phishing attacks
• Protocol Governance: Changes to protocol parameters, fee structures, or mechanics through governance processes
• Bridge/Cross-Chain Risk: If using bridged assets, risk of bridge exploits or failures
• Regulatory Risk: Changes in laws or regulations affecting DeFi protocols, perpetuals trading, or cryptocurrency generally

7.3 Acknowledgment

By using the Interface, you acknowledge that you:

• Understand these risks and accept full responsibility for all trading decisions
• Have the financial capacity and risk tolerance to sustain potential losses
• Are not relying on Zynt for any trading advice, risk management, or investment guidance
• Have independently evaluated the suitability of perpetual futures trading for your circumstances

8.1 User Tax Responsibilities

You are solely responsible for determining, reporting, and remitting any taxes that may apply to your transactions and use of the Interface, including but not limited to:

• Capital gains or losses on cryptocurrency trading
• Income tax on funding rate payments received
• Mark-to-market reporting for active traders (in jurisdictions requiring such treatment)
• Foreign financial account reporting (e.g., FBAR, FATCA)
• Value-added tax (VAT) or goods and services tax (GST) where applicable
• Referral program reward taxation

8.2 No Tax Reporting Services

Zynt does not:

• Provide tax forms, 1099s, or equivalent tax documentation
• Calculate cost basis, gains/losses, or taxable income
• Maintain transaction histories specifically formatted for tax purposes
• Offer tax advice or guidance

You are responsible for maintaining your own records of all transactions for tax purposes.

8.3 Professional Advice Recommended

We strongly recommend consulting a tax professional familiar with digital asset taxation in your jurisdiction. Tax treatment of cryptocurrency trading, perpetual futures, and referral rewards varies significantly across jurisdictions and is subject to frequent changes.

9.1 Regulatory Framework

• Zynt is incorporated in Saint Vincent and the Grenadines and operates under the Virtual Asset Business Act, 2022 (VABA).
• We are currently evaluating our registration obligations under VABA and are in consultation with legal counsel regarding the applicability of VASP licensing requirements to our frontend-only, non-custodial model.
• The regulatory classification of decentralized interface providers under VABA remains subject to interpretation by the SVG Financial Services Authority (FSA).
• We may be required to obtain VASP registration, implement enhanced compliance controls (including KYC/AML procedures), or modify our services based on FSA guidance.
• IMPORTANT: We have not received formal written confirmation from the SVG FSA that our model is exempt from VASP registration. Our current compliance posture is based on legal analysis of the non-custodial, frontend-only nature of our services, but this interpretation may change.

9.2 User Compliance Obligations

• Users are solely responsible for compliance with laws applicable in their jurisdiction, including but not limited to tax reporting, securities regulations, derivatives trading restrictions, and AML/CFT obligations.
• We do not provide KYC verification or compliance screening services. Users represent they are legally permitted to use perpetual futures platforms in their location.
• Users acknowledge that laws governing DeFi, cryptocurrency, and derivatives trading vary by jurisdiction and are rapidly evolving.

9.3 Regulatory Changes

• We reserve the right to implement KYC/AML procedures, modify services, restrict access to certain features or jurisdictions, or terminate the Interface if required by regulatory developments.
• We may relocate operations to alternative jurisdictions or restructure our entity based on regulatory requirements.
• Continued use after such changes constitutes acceptance of modified terms.
• We will provide notice of material changes where commercially reasonable, but may implement emergency changes without prior notice if required by law or regulatory order.

10.1 Modification of Terms

We may modify these Terms or the Interface at any time, with or without notice. We will post the updated Terms on the Site with a new 'Last Updated' date. Continued use of the Interface after such changes constitutes your acceptance of the modified Terms.

For material changes that substantially affect your rights, we will use commercially reasonable efforts to provide advance notice through the Interface or other communication channels.

10.2 Termination by Zynt

We reserve the right to restrict, suspend, or terminate your access to the Interface at any time, with or without cause, and with or without notice, including but not limited to:

• Violation of these Terms
• Fraudulent, abusive, or illegal activity
• Detection of VPN/proxy use or geofencing circumvention
• False jurisdictional attestations
• Referral program abuse or manipulation
• Regulatory requirements or legal orders
• Discontinuation of the Interface

10.3 Effect of Termination

Upon termination:

• Your right to access and use the Interface immediately ceases
• Unclaimed referral rewards may be forfeited
• Sections of these Terms that by their nature should survive (including indemnification, limitation of liability, dispute resolution) will continue to apply
• On-chain positions and transactions are not affected (as they exist on Orderly Network's protocol, not controlled by Zynt)

11.1 Program Structure

Zynt operates a two-tier referral program that distributes a portion of platform trading fee revenue to users who refer new traders:

11.2 Reward Distribution

• Rewards are paid in USDC or USDT as selected by the claimant at time of withdrawal
• Rewards are claimable on-demand by the user through their connected wallet account interface
• No minimum payout threshold applies, but users are responsible for blockchain network gas fees for withdrawals
• Rewards can only be withdrawn to the wallet address associated with the user's registered account
• We do not provide fiat on/off-ramp services; users must arrange their own conversion if desired
• Rewards are distributed through smart contract mechanisms and on-chain transactions

11.3 Eligibility Requirements

• Referrers must complete a minimum of $100 USD equivalent in cumulative trading volume to activate referral reward eligibility
• Both referrer and referred user must maintain active accounts in compliance with these Terms
• Referral relationships are established through unique referral codes/links generated through the Interface
• Referral codes are non-transferable and for personal use only

11.4 Prohibited Conduct

Referral participants may NOT:

• Provide investment advice, financial recommendations, or trading signals to referred users
• Make misleading claims about potential earnings, platform features, trading outcomes, or guaranteed returns
• Engage in wash trading, self-referral, Sybil attacks, or artificial volume generation
• Use spam, impersonation, identity theft, or deceptive marketing practices
• Violate platform guidelines for creator and marketing content (available at www.zynt.xyz/creator/accademy/guidelines and incorporated by reference)
• Manipulate referral tracking through technical exploits or circumvention
• Coordinate with other users to artificially inflate referral rewards
• Promote illegal activities or facilitate use by restricted jurisdictions

11.5 Tax and Legal Obligations of Referrers

11.6 Program Modification and Termination

• We reserve the right to modify referral percentage rates, tier structures, eligibility requirements, minimum volume thresholds, or any other program parameters at any time with seven (7) days' advance notice posted on the Interface
• Emergency modifications (e.g., in response to abuse detection, regulatory requirements, or security concerns) may be implemented immediately without notice
• We may suspend or terminate referral accounts for: Violation of prohibited conduct provisions, Suspicious trading patterns or abuse detection, Failure to meet eligibility requirements, Breach of these Terms or applicable law, Association with sanctioned persons or restricted jurisdictions
• Terminated accounts forfeit all unclaimed referral rewards
• We may implement enhanced monitoring, transaction volume caps, reward caps, mandatory verification requirements, or cooling-off periods for referral accounts generating anomalous activity or high-risk patterns

11.7 No Guarantee of Program Continuance

The referral program is provided at our sole discretion. We reserve the right to:

• Discontinue the referral program entirely with thirty (30) days' notice
• Modify reward calculation methodologies
• Exclude certain trading pairs, order types, or activities from reward calculation
• Implement caps on total rewards per user or per referral network

12.1 Data We Collect

• Geolocation Data: IP addresses and browser locale information for jurisdictional compliance enforcement and geofencing
• Wallet Data: Public blockchain addresses for transaction execution, account identification, and referral program administration
• Transaction Data: All trading activity is recorded on-chain via Orderly Network smart contracts and is publicly accessible on the blockchain
• Analytics Data: We use Google Analytics to collect aggregated, non-personally identifiable usage data including page views, session duration, device types, browser types, geographic region (country-level), and user navigation flows
• Attestation Records: We store off-chain records of user jurisdictional attestations (checkbox confirmations) with associated timestamps and IP addresses at time of attestation

12.2 Purpose of Collection

Data is collected for the following purposes:

• Jurisdictional compliance and geofencing enforcement
• Interface functionality and user experience optimization
• Referral program tracking and reward distribution
• Security monitoring and abuse detection
• Analytics and product improvement
• Legal compliance and dispute resolution

12.3 Data Storage and Retention

• Attestation records and IP logs are stored off-chain on secure servers with encryption at rest and in transit
• We do not currently implement automated data deletion; records are retained indefinitely for compliance, security, and dispute resolution purposes
• All on-chain transaction data is permanently stored on public blockchains (Orderly Network) and cannot be modified or deleted due to the immutable nature of blockchain technology
• We do not maintain a formal, time-bound data retention and deletion policy at this time but may implement one in the future based on regulatory requirements

12.4 Third-Party Services

• We use Google Analytics for usage analytics and product improvement; Google may process data under its own privacy policy and terms of service
• We do not currently have a Data Processing Agreement (DPA) with Google Analytics
• International data transfers may occur through Google's global infrastructure, including transfers to the United States and other countries
• We do not sell, rent, or share personal data with third parties for their marketing purposes

12.5 User Rights and Data Requests

Users accessing from jurisdictions with data protection laws (e.g., GDPR in the European Union, CCPA in California) may have rights including:

12.6 No KYC Collection

• We do not collect Know Your Customer (KYC) information including identity documents, government IDs, proof of address, social security numbers, biometric data, or photographs
• We do not conduct identity verification or AML/CFT screening of users
• Users are responsible for their own identity verification obligations under laws applicable to them

12.7 Security

While we implement commercially reasonable security measures to protect data, no method of transmission over the Internet or electronic storage is 100% secure. We cannot guarantee absolute security of your data.

For complete details, see our Privacy Policy at www.zynt.xyz/privacy.

13.1 Governing Law

These Terms shall be governed by and construed in accordance with the laws of Saint Vincent and the Grenadines, without regard to its conflict of law provisions.

13.2 Binding Arbitration

PLEASE READ THIS SECTION CAREFULLY. IT AFFECTS YOUR LEGAL RIGHTS, INCLUDING YOUR RIGHT TO FILE A LAWSUIT IN COURT.

Any dispute, controversy, or claim arising out of or relating to these Terms or your use of the Interface (including the formation, performance, breach, termination, or validity hereof) shall be finally resolved by binding arbitration administered by the Singapore International Arbitration Centre (SIAC) in accordance with the SIAC Arbitration Rules then in effect.

• The arbitrator's award shall be final, binding, and non-appealable (except as provided by applicable arbitration law)

13.3 Class Action Waiver

YOU AND ZYNT AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS, CONSOLIDATED, OR REPRESENTATIVE PROCEEDING.

• Unless both you and Zynt agree otherwise in writing:
• The arbitrator may not consolidate more than one person's claims
• The arbitrator may not preside over any form of representative, class, or collective proceeding
• The arbitrator may award relief (including monetary, injunctive, and declaratory relief or statutory damages), and must follow these Terms as a court would.
• If a court determines that this class action waiver is unenforceable as to a particular claim or request for relief, then that claim or request for relief shall be severed and adjudicated in court, while all other claims shall proceed in arbitration.

13.4 Jury Trial Waiver

YOU AND ZYNT HEREBY WAIVE ANY CONSTITUTIONAL AND STATUTORY RIGHTS TO SUE IN COURT AND HAVE A TRIAL IN FRONT OF A JUDGE OR A JURY.

You and Zynt are instead electing that all disputes shall be resolved by arbitration under this agreement. An arbitrator can award on an individual basis the same damages and relief as a court (including injunctive and declaratory relief or statutory damages), and must follow these Terms as a court would. However, there is no judge or jury in arbitration, and court review of an arbitration award is limited.

13.5 Exceptions to Arbitration

Notwithstanding the foregoing, either party may:

• Seek injunctive or other equitable relief in any court of competent jurisdiction to prevent the actual or threatened infringement, misappropriation, or violation of intellectual property rights, confidential information, or proprietary rights
• Bring an individual action in small claims court (if the claim qualifies and remains in small claims court)
• Seek relief in court if arbitration is prohibited by applicable law

13.6 Limitation Period

Any claim or cause of action arising out of or related to use of the Interface or these Terms must be filed within one (1) year after such claim or cause of action arose, or be forever barred.

The one-year period begins when the claimant knew or reasonably should have known of the facts giving rise to the claim.

13.7 Informal Dispute Resolution

Before initiating arbitration, the complaining party agrees to first contact the other party and attempt in good faith to resolve the dispute informally for at least thirty (30) days. Notice to Zynt should be sent to: legal@zynt.xyz.

14.1 Emergency Powers

In the event of any of the following circumstances, we reserve the right to immediately suspend, restrict, disable, or modify the Interface or any of its features without prior notice or liability:

• Security incident, exploit, vulnerability, or breach affecting the Interface, Orderly Network, or related infrastructure
• Smart contract bug, critical vulnerability, or protocol malfunction in Orderly Network or connected protocols
• Oracle failure, price feed manipulation, or data integrity issues
• Blockchain network congestion, halts, hard forks, or consensus failures
• Regulatory action, cease-and-desist order, court order, subpoena, or government mandate
• Liquidity crisis, market manipulation, flash crash, or abnormal trading conditions
• Technical infrastructure failure, DDoS attack, or cyberattack
• Detection of wash trading, Sybil attacks, or abuse of referral program
• Threat to user safety, platform integrity, or legal compliance

14.2 User Notification

We will use commercially reasonable efforts to:

• Notify users of emergency measures via the Interface, official social media channels, or email (if provided)
• Provide explanation of the nature of the emergency and actions taken
• Provide estimated restoration timelines when feasible and safe to disclose
• Resume normal operations as soon as reasonably safe and prudent to do so

However, we are under no obligation to provide advance notice or detailed explanations if doing so would compromise security, violate legal obligations, or exacerbate the emergency.

14.3 No Liability for Emergency Measures

We are NOT liable for any losses, damages, lost profits, missed trading opportunities, liquidations, or other consequences resulting from emergency measures taken in good faith to protect users, the Interface, protocol integrity, or legal compliance.

• Inability to close positions during Interface suspension
• Liquidations occurring while the Interface is unavailable
• Missed trading opportunities or adverse price movements
• Loss of referral rewards or pending transactions

14.4 Force Majeure

We shall not be liable for any failure or delay in performance of our obligations under these Terms due to circumstances beyond our reasonable control, including but not limited to:

• Acts of God, natural disasters, epidemics, pandemics
• War, terrorism, civil unrest, riots, strikes, labor disputes
• Government actions, laws, regulations, sanctions, embargoes
• Internet or telecommunications failures not caused by us
• Power outages or utility failures
• Blockchain network failures, hard forks, or consensus failures
• Hacks, exploits, or security breaches of third-party protocols (including Orderly Network)
• Failure of third-party services, APIs, or infrastructure providers
• Cyberattacks or DDoS attacks beyond our control

During a force majeure event, our performance obligations are suspended for the duration of the event. We will use commercially reasonable efforts to resume performance as soon as practicable.

15.1 Ownership

The Interface and all content, features, functionality, designs, logos, trademarks, service marks, trade names, and other intellectual property (collectively, 'Zynt IP') are owned by Zynt, our licensors, or other providers of such material and are protected by copyright, trademark, patent, trade secret, and other intellectual property laws.

15.2 Limited License

Subject to your compliance with these Terms, we grant you a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to access and use the Interface for personal, non-commercial purposes.

You may not:

• Modify, copy, distribute, transmit, display, reproduce, or create derivative works from the Interface
• Reverse engineer, decompile, disassemble, or attempt to derive source code from the Interface
• Remove, alter, or obscure any copyright, trademark, or other proprietary notices
• Use the Interface for commercial purposes without our express written consent
• Frame, mirror, or scrape the Interface or its content
• Use automated tools (bots, scrapers, crawlers) to access the Interface except with our express written permission

15.3 Feedback

If you provide us with any feedback, suggestions, or ideas about the Interface ('Feedback'), you grant us an unlimited, irrevocable, perpetual, sublicensable, transferable, royalty-free license to use, modify, and commercialize such Feedback without compensation or attribution to you.