PALMYRA

1.Introduction

• 1.1 These Terms of Use, together with any documents and additional terms (collectively, these "Terms"), are entered into between zenGate Global LTD (hereinafter referred to as"zenGate", "we", "our" or "us") and the person (hereinafter referred to as the "User", "you" or "your") making use of zenGate and Palmyra platform, including the website and all subdomains (hereinafter referred to as the “Platform”). These Terms constitute a binding legal agreement between zenGate and the User following the User's acceptance of such Terms.
• 1.2These Terms and any other terms and conditions incorporated herein by reference govern your access to and use of the Platform. You must read the Terms carefully. By accessing, browsing or otherwise using Platform, or acknowledging the agreement to the Terms, you agree that you have read, understood and accepted all of the Terms and our Privacy Policy (the "Policy"), incorporated by reference into the Terms.
• 1.3By accessing or using our Platform, the User accepts and agrees to be bound by and comply with these Terms. If the User does not agree to these Terms, such User should not access or use the Platform.
• 1.4zenGate appeals to the User to carefully review the disclosures and disclaimers outlined in these Terms before using the Platform provided by zenGate. These Terms provide important details about the legal obligations associated with the User's use of the Platform.
• 1.5Within these Terms, words of any gender shall be held and construed to include any other gender, and words in the singular number shall be held and construed to include the plural unless the context otherwise requires.

2.Eligible Users

• 2.1 The following are conditions of access to the Platform, and each time the User accesses the Platform, the User represents and warrants to us that:
• • Is an individual that is 18 years of age or older, capable of forming a binding contract with us, and under no legal impediment or incapability;
  • Is an authorized representative of a company and has the authority from that company to access the Platform and form a binding agreement with us and other users of the platform on behalf of that company;
  • Is not an individual or company or any "Politically Exposed Persons" lists or subject to any United States, European Union, or otherwise subject to other sanctions by the Office of Foreign Assets Control of the U.S. Department of the Treasury, the U.S. Department of State, the United Nations Security Council, the European Union, Her Majesty's Treasury, or any other relevant sanctions authority or restrictions which may affect our ability to provide the User with our services;
  • Has the full power and authority to agree to these Terms and to use any service offered by zenGate through the Platform;
  • Has read the Terms and Policy before using our Platform, and that the User is solely responsible for its use and has had the opportunity to take any legal, financial, accounting or other advice that it may deem appropriate prior to accessing the Platform or using any of the services;
  • HIs not located in, or a resident of, any state, country, territory or other jurisdiction in which the Platform would be illegal or otherwise violate any applicable law, including the high-risk jurisdictions subject to a call for action and the jurisdictions under increased monitoring by the Financial Action Task Force (hereinafter referred to as the “Restricted Jurisdictions”). Furthermore, the User has not used any technical means to misrepresent its geographical location to access the Platform from any Restricted Territory and
  • Is acting for its own account as principal and not as trustee, agent or otherwise on behalf of any other natural persons.

3.Description of Services

• 3.1 zenGate manages the Platform, a digital B2B platform tailored for the commodity markets, allowing users to list and discover product offers.
• 3.2The Platform is a technological interface facilitating agreements between buyers and sellers.
• 3.3zenGate offers its users a range of online tools and functionalities for contract drafting on the Platform. These features include listing detailed offers and specifications, tracking current offers, initiating inquiries for specific listings, offering feedback, placing and confirming orders, managing payments, and accessing exclusive advantages as certified users.
• 3.3zenGate can serve as an intermediary to assist users in finalizing contracts on the Platform upon request yet is never to be considered a party to any such contract.

4.Registration prerequisite for use of the Platform

• 4.1 Before utilizing any tools provided by zenGate on the Platform, users must complete the registration process and be approved by zenGate.
• 4.2 zenGate holds the discretion to grant or decline access to its Platform. Utilizing the Platform without adhering to these Terms or bypassing the designated access methods is strictly forbidden.
• 4.3 Should the User fail to finalize the registration process within thirty (30) days, zenGate reserves the right to terminate the User’s account.
• 4.4 The decision to register and permit the use of zenGate services or the Platform rests solely with zenGate. zenGate maintains the authority to reject registrations, deny access, restrict usage, or suspend services, especially in cases where users violate these Terms or in instances of received complaints.

5.Registration process

• 5.1 In order for the User to create an account on the Platform, the User must agree to the relevant Terms. Users will be explicitly informed of the Terms during this process and must express their agreement by ticking the provided box. The Terms and the Policy are available upon request for the User’s convenience. The final access to the Platform depends on the authorization of zenGate, granted entirely at our discretion.

• 5.2In addition to the requirements set in Section 2, only legal entities, partnerships, and individuals involved in commodity trade can register. The Platform does not support retail transactions.

• 5.3A User can only have a single active account on the Platform. Creating multiple accounts is prohibited and can lead to the suspension or termination of all affiliated accounts. However, having multiple users from the same business entity is permissible.

• 5.4For registration, zenGate might request personal and business information such as, but not limited to:
  • Company Name;
  • Company Address;
  • VAT Identification Number (if applicable);
  • Relevant documentation or licenses, such as the Certificate of Incorporation or Proof of Address;
  • User Role (Buyer or Seller);
  • Product Categories for Sale (if applicable);
  • Website URL (if applicable);
  • Details of the authorized representative, such as first and last name, Proof of Identity, board resolution to authorize the representative to act on behalf of the company;

• 5.5Users must provide the requested information in a complete, accurate, and current manner. It is the responsibility of Users to keep their registration information up to date. zenGate shall not be liable for any consequences arising from inaccurate or outdated registration information.

• 5.6Users are responsible for maintaining the confidentiality and security of their account credentials, including their username and password. Any unauthorized breach or usage of their account should be promptly reported to zenGate.

• 5.7Any misuse or manipulation of user accounts, such as inauthentic reviews within the evaluation system, is forbidden. Accounts are individualized and non-transferable. Sharing account information, including login credentials, with external parties is strictly prohibited.

6.Listings on the Platform

• 6.1To list their product offers on the Platform, the User must include accurate product information. This should cover product pricing, specifications, packaging specifics, and other pertinent data. If the details match the choices in the dropdown menu, the offer will instantly be published on the Platform.

• 6.2If an offer requires a selection unavailable in the current dropdown, zenGate will initiate a verification procedure. zenGate shall assess the request, and once it is approved, zenGate shall incorporate the new option in the dropdown. Subsequently, this expanded dropdown option becomes accessible to all Platform users.

• 6.3zenGate will promptly publish the approved offers on the Platform. However, zenGate reserves the right to delay the publication of offers and content on the Platform if there are any security concerns.

• 6.4Valid offers and their associated content will be visible to all users of the Platform. The offers and content may also be accessible to users from other countries. Offers and content may be automatically translated as necessary to facilitate international interactions.

• 6.5Offer history, including expired offers, is exclusively available to the User who posted them. This convenience allows users to revisit and modify their previous listings.

7.Compliance with laws and regulations

• 7.1Users of the Platform and associated services offered by zenGate must adhere to all relevant laws and regulations. The User must confirm that their listings and content align with the legal standards and refrain from infringing on third-party rights.

• 7.2Users are forbidden from utilizing addresses, contact details, and email addresses acquired via the Platform for purposes beyond contractual and pre-contractual communications. Repurposing or reselling this data for advertising or other purposes without explicit and confirmed consent from the respective users is strictly prohibited.

8.Offers on the Platform

• 8.1Platform users must comply with all relevant laws and regulations when posting offers and other content. Users must ensure their listings and content align with all applicable legal standards.

• 8.2Users must present honest, detailed, and accurate pricing and information in their listings. Offer and product descriptions should be exact and supported by appropriate visuals. Users are expected to disclose all significant features and characteristics, including any defects that may influence the product's value, and comply with all data collection procedures the Platform demands. All offerings are subject to final confirmation.
• 8.3Users bear sole responsibility for any consequences arising from erroneous, incomplete, or misleading information provided on the Platform. This includes potential disputes between sellers and buyers. Although zenGate reserves the authority to assist in resolving such conflicts, the primary responsibility for dispute resolution rests with the involved users.
• 8.4Users must ensure that their listings, descriptions, and accompanying visuals on the Platform are not subject to third-party claims. It is the users' responsibility to ensure that their content does not violate the rights of any other party.
• 8.5Users listing products on the Platform must delineate the terms under which their products are available. These terms may encompass but are not limited to, detailing INCOTERM requirements, payment conditions, and acceptable payment methods.
• 8.6Sellers are responsible for ensuring compliance with all export-related conditions for the designated country, including verifying the absence of export restrictions, obtaining required export licenses, and handling related duties and taxes. Conversely, buyers must ensure they meet all import-related conditions for the specified country, including confirming the absence of import restrictions, obtaining essential import licenses, and addressing relevant duties and taxes.
• 8.7Promoting products that are not listed on the Platform is explicitly forbidden. Listings and content posted on the Platform, including images, should not feature URL links or web addresses unless zenGate explicitly approves.

9.Contract agreements on the Platform

• 9.1Users can convey their intention by confirming the contract with a seller if they intend to acquire products based on a specific offer. Once the seller validates the contract within the predetermined period, an agreement is formed between the buyer and seller based on the terms detailed in the offer. The buyer and the seller are not required to provide a handwritten signature; using the designated button on the platform constitutes a formal acceptance of the contract. For bids or offers, the bid remains valid for the duration specified.

• 9.2After finalising an agreement, the seller and buyer must meet their respective commitments stipulated in the agreement. This includes adhering to the mutually agreed delivery, billing, and payment terms.

• 9.3zenGate acts strictly as a facilitator. zenGate provides support for the transactions between users of the Platform by providing payment credentials and should not be considered a party in the agreements between users. All commodity sales are exclusively between the buyer and seller.

• 9.4zenGate does not endorse, sponsor, or represent the quality, authenticity, or reliability of any offer, product, or service listed on the Platform and does not guarantee the ability, approval, or intentions of users when it comes to fulfilling contractual obligations, such as delivery and payments.

• 9.5Users are strictly prohibited from initiating direct negotiations with any supplier. Breach of these Terms will lead to an immediate and permanent exclusion from the Platform.

10.Payment

• 10.1zenGate Global contracts with third party payment rail providers in order to provide Platform users with payment options.

• 10.2zenGate Global is not a licensed money handler and therefore may take payment on behalf of Platform users.

• 10.3zenGate Global has contracted with Mango Pay for wire transfer and credit card payments
  • All sellers are required to pass KYC with Mango Pay in order to open an account for receipt of payments.
  • All buyers must agree to the terms and conditions of the various payment rail providers made available on Palmyra.
  • Mango Pay’s Terms and conditions can be found here:Mango Pay Terms and Conditions
  • Other payment options may be made available in the future.

• 10.4In as much as Platform users agree to the terms and conditions of third party payment rail providers, zenGate Global is not responsible for the successful transfer of funds nor shall be held liable for any loss incurred by a user while using a third party payment rail provider.

• 10.5Payment of all fees associated with a sales contracts, including Palmyra Transaction Fees are made via third party payment rail providers. The payment rail provider will separate payments for fees to be made to zenGate Global from cost associated with products purchased and payout appropriately upon successful completion of contract term.

11.Fees

• 11.1zenGate levies a nominal fee on the User to offset the expenses associated with the KYC process.

• 11.2Upon confirming a sales contract on the Platform, the buyer and the seller must pay a transaction fee to zenGate. The fee is calculated as a percentage of the contract value based on the commodity type. A separate invoice for these fees will be issued by zenGate to the buyer and seller.

• 11.3The fee percentage may vary based on the type of commodity. The respective fee percentages will be updated and available online as we introduce new commodities.

12.Cancellations, deposits and deposit refunds

• 12.1Order Acceptance and Initial Cancellation: Sellers are given a forty-eight (48) hour window to accept an original purchase order from a buyer. If not accepted within this period, the order will automatically be nullified. Under such circumstances, the buyer's platform fee deposit will be refunded immediately.

• 12.2Buyer's Confirmation Period:Once the seller validates the purchase order, the buyer has a forty-eight (48) hour window to confirm their commitment to the agreement. This is done by either finalizing the full payment or making a deposit, as detailed in the order's payment terms. If the buyer decides to revoke the order before payment confirmation, the process will be as follows:
• • The buyer's Platform fee is refunded;
  • The seller's Platform fee is refunded;
  • The contract is terminated without any financial implications.
  • The buyer and the seller maintain their access to the Platform.

• 12.3Buyer Cancellation After Payment/Deposit Confirmation:If the buyer revokes the contract post-payment or deposit confirmation, the process will be as follows:
• • The logistics fee deposit may be refunded to the buyer.
  • The buyer's Platform fee is forfeited.
  • The buyer's deposit to the seller is forfeited.
  • The buyer and the seller maintain their access to the
    • The seller may refund the deposit under specific, justifiable conditions.

• 12.4Post-Logistics Cancellation by the Buyer:If the buyer post-dispatch of the product revokes the order, the process will be as follows:
• • The buyer forfeits both Platform and logistics fees.
  • Any deposits made are forfeited, especially when full payment relies on product receipt.
  • The buyer assumes legal and financial responsibility for returning the product to the seller.

• 12.5Seller-Initiated Cancellation Before Payment/Deposit:If a seller revokes the order before a buyer concludes payment or deposit, the process will be as follows:
• • The buyer's Platform fee is refunded;
  • The seller's Platform fee is refunded;
  • The contract is terminated without any financial implications.
  • The buyer and the seller maintain their access to the Platform.

• 12.6Seller Cancellation After Payment/Deposit:If a If the seller revokes the order after the buyer's payment or deposit confirmation, the process will be as follows:
• • Refunding of the buyer's Platform fee.
  • he seller's Platform fee is forfeited.
  • The seller must reimburse the buyer's deposit immediately and may face a brief suspension from accepting new orders until the issue is settled.

• 12.7Force Majeure Cancellation:If a If a cancellation due to unforeseen circumstances is initiated by zenGate:
• • All fees get reimbursed to the buyer.
  • The seller must return the deposit to the buyer promptly, if applicable.

13.Removing content or amending content

• 13.1zenGate holds the right to remove specific offers, orders, and textual and visual elements from the Platform as deemed necessary, including removing offers placed in inappropriate categories, offers or orders that may be considered unserious, or content potentially violating third-party rights.

• 13.2zenGate has the right to rename, divide, unite, suspend, and re-introduce offer categories without prior notification or justification, including the right to shift existing offers to an alternate category or to eliminate them.

• 13.3zenGate is under no obligation to review offers, assessments, or other platform-generated content but has the right to conduct periodic content inspections.

• 13.4zenGate encourages users to report suspicious or inappropriate content or behavior on the Platform.

• 13.5Any content or offer removed by zenGate due to violations of these Terms or any other platform guidelines may result in penalties for the User.

• 13.6The User acknowledges that zenGate's actions or decisions regarding content moderation are final. If the User has concerns or disputes about any action taken by zenGate, the User may contact zenGate for clarification.

14.General Considerations

• 14.1Account Suspension: zenGate may, at any time and in its sole discretion, restrict the User's access to or otherwise impose conditions or restrictions upon such User's use of the Platform with or without prior notice. You acknowledge that we may be unable to provide information about the reasons for such suspension. Furthermore, after the User's account is suspended, the User cannot access the Platform using alternative User accounts or attempting to create a new registration.

• 14.2Account Termination:zenGate may, at any time and in its sole discretion, terminate the User's account on the Platform with prior notice of fourteen (14) days. You acknowledge that we may be unable to provide information about the reasons for the account termination, and all rights granted to the User under these Terms are revoked. Furthermore, after the User's account is terminated, the User cannot access the Platform using alternative User accounts or attempting to create a new registration.
• 14.3No Broker, Legal or Fiduciary Relationship:zenGate is not the User's broker, lawyer, intermediary, agent, or advisor and has no fiduciary relationship or obligation to the User regarding any other decisions or activities they affect when using the Platform. No communication or information zenGate provides to the User is intended or construed as advice by them.

• 14.4User's Responsibility:As a condition to accessing or using the Platform, the User shall:
• • Only use the Platform for lawful purposes and in accordance with these Terms;
  • Ensure that, at all times, all information that the User provides on the Platform is current, complete and accurate; and
  • Maintain the security and confidentiality of his account;

• 14.5Unacceptable Use or Conduct:As a condition for accessing or using the Platform, the User shall not:
• • Violate any applicable law, including, without limitation, any relevant and applicable anti-money laundering and anti-terrorist financing laws, each as may be amended from time to time;
  • Infringe on or misappropriate any contract, intellectual property or other third-party rights or commit acts of tortious liability while using the Platform;
  • Use the Platform in any manner that could interfere with, disrupt, negatively affect, or inhibit other users from thoroughly enjoying the Platform or that could damage, disable, overburden, or impair the functioning of the Platform in any manner;
  • Attempt to circumvent any content filtering mechanisms or security measures that zenGate employs on the Platform, or attempt to access any service or area of the Platform that the User is not authorized to access;
  • Manipulating the Platform's search function in any manner, including adding unauthorized trade names or other search-related terms within the product specifications or description.
  • Use the Platform to pay for, support, or otherwise engage in any illegal gambling activities, fraud, money laundering, terrorist activities, or other illegal activities;
  • Use any robot, spider, crawler, scraper, or other automated means or interface not provided by zenGate to access the Platform or to extract data;
  • Introduce any malware, virus, Trojan horse, worm, logic bomb, drop-dead device, backdoor, shutdown mechanism or other harmful material into the Platform;
  • Provide false, inaccurate, or misleading information;
  • Post content or communications on the Platform that are, in our sole discretion, libelous, defamatory, profane, obscene, pornographic, sexually explicit, indecent, lewd, vulgar, suggestive, harassing, hateful, threatening, offensive, discriminatory, bigoted, abusive, inflammatory, fraudulent, deceptive or otherwise objectionable;
  • Post content on the Platform containing unsolicited promotions, political campaigns, commercial messages or any chain messages or user content designed to deceive or trick the User of the service;
  • Use the Platform from a Restricted Territory;
  • Encourage or induce any third-party to engage in activities prohibited under this section.

• 14.6Your Assumptions of Risks:The User represents and warrants that zenGate will have no responsibility or liability for any of the risks mentioned in this and the following sections. The User hereby irrevocably waives, releases and discharges all claims, whether known or unknown, against zenGate, any legal entity that, directly or indirectly controls, is controlled by or is under common control with zenGate (hereinafter referred to as the "Affiliates") and their respective shareholders, members, directors, officers, employees, agents and representatives related to any of the risks set forth herein.

• 14.7Your Content:The User hereby grants to zenGate a royalty-free, fully paid-up, sublicensable, transferable, perpetual, irrevocable, non-exclusive, worldwide license to use, copy, modify, create derivative works of, display, perform, publish, and distribute, in any form, medium or manner, any content that is available to other users via the Platform as a result of the User's use.

• 14.8Changes to the Platform:zenGate may, in its sole discretion, from time to time and with or without prior notice to the User, modify, suspend or disable, temporarily or permanently, the Platform, in whole or in part, for any reason whatsoever, including, but not limited to, as a result of a security incident.

15.Service Risk

• 15.1Information provided by the offerors: The User(s) acknowledge, agree, and understand that zenGate does not, in any way, supervise, direct, or control any of the offers and that zenGate does not control, verify, assure, guarantee and warrant that the information provided by the offeror(s) to the User(s) through the Platform are honest, accurate, complete and updated. The User(s) shall conduct due diligence on the offeror(s) before accepting an offer.

16.Cybersecurity Risks

• 16.1Cryptographic advancements: Developments in cryptographic technologies and techniques, including the advancement of artificial intelligence or quantum computing, pose security risks to all cryptography-based systems. Applying these technologies and techniques to the Platform may result in theft, loss, disappearance, destruction, devaluation or other compromises of your commodities, the Platform or your data.

• 16.2Reliance on the Internet: The Platform relies heavily on the Internet. However, the public nature of the Internet means that either part of the Internet or the entire Internet may be unreliable or unavailable at any given time. Further, interruption, delay, corruption or loss of data, the loss of confidentiality in the transmission of data, or the transmission of malware may occur when transmitting data via the Internet. The result of the above may be that your order is not executed according to your instructions or not at all at the desired time.

• 16.3Unauthorized access: Unauthorized third parties may use the User's account and effect transactions without your knowledge or authorisation, whether by obtaining control over another device or account used by the User or other methods.

• 16.4Operational Risk: Breakdowns or malfunctioning essential systems and controls, including IT systems or networks, may affect the Platform. The offerors may suffer from operational risks, including key personnel, governance and financial control risks.

17.Legal Risks

• 17.1Country Risk: If a deposit is made to an offeror subject to foreign laws or transactions made on markets in other jurisdictions, including markets formally linked to a domestic market, recovery of the sums invested and any profits or gains may be reduced, delayed or prevented by exchange controls, debt moratorium or other actions imposed by the government or other official bodies. Before you use our services, you should be familiar with any rules or laws relevant to the services. Your local regulatory authority will be unable to compel the enforcement of the rules of regulatory authorities or markets in other jurisdictions where your transactions have been effected. Before using the Platform, the User should obtain independent advice about the different types of redress available in your home jurisdiction and other relevant jurisdictions. If your country of residence imposes restrictions on our services, we may be required to discontinue your access to the Platform.

• 17.2Taxation and required reporting to taxation authorities: The User(s) are responsible for all taxes regarding any gains obtained using our services, including past or retrospective taxes imposed on the services. Before using our services, you should understand the tax implications of using our services. Tax implications of any service depend on the nature of your business activities and the service in question. The User should consult their independent tax advisor to understand the relevant tax considerations.

• 17.3Regulatory Uncertainty: The services are potentially exposed to regulatory/legal risk. The legal and regulatory treatment of our services may change. Legal and regulatory treatment varies according to the jurisdiction. The effect of regulatory legal risk is that any offer may decrease in value or lose all of its value due to legal or regulatory change. This may affect any offer. Legal changes may make a previously acceptable agreement illegal or subject to substantial restrictions that may affect the ability to settle the agreements. Legal changes to related issues, such as, without limitation, taxation, may occur and radically affect the value or profitability of a deal. Such risk is unpredictable and depends on geopolitical, economic, sovereign and other factors. Risks may be asymmetrical between established and emerging markets, affecting some offers significantly more than others. zenGate recommends that the User obtains independent legal, tax and financial advice and continues to monitor the legal and regulatory position regarding its use of the services.

• 17.4Legal status of the Platform and services: The laws of various jurisdictions may apply to the services offered. Laws and regulations are subject to change without prior notice to zenGate or the User. As a result of regulation and legislation, the Platform may not be available in certain jurisdictions or at all. Changes to access to the Platform may be made unilaterally with short or no notice to the User. zenGate may receive formal or informal queries, notices, requests or warnings from governmental authorities and regulators. Governmental authorities and regulators may take action against zenGate. As a result of such events, zenGate may be required to discontinue the Platform. The User may also be subject to governmental or regulatory action by using the Platform. The User should take independent legal advice to evaluate the consequences of using the services before accepting this Terms of Use or using the services.

18.General Risks

• 18.1Suitability: The User should only engage in any service provided by zenGate after careful consideration. The User should determine whether a service is appropriate regarding the User’s experience in similar transactions, objectives in engaging with zenGate, financial resources and other relevant circumstances. If the User is unsure that our service is suitable, the User should obtain independent legal, tax or financial advice.

• 18.2Fees: Before using the services, the User should obtain details of all commissions, fees and other charges for which the User will be liable.

• 18.3Not a Research Report: Any content available in the Platform does not purport to be, and is not intended to be, a "research report" or "investment research", nor shall it be construed as investment advice.

• 18.4Commercial Arrangements: enGate may have a relationship with other entities which may not be disclosed to you.

19.Know your Customer (KYC)/ Know your Business (KYB) and Anti-Money Laundering (AML) Policy

• 19.1zenGate may engage a duly authorized direct or indirect third-party supplier made available to and/or used by zenGate (hereinafter referred to as the "Third-Party Service Provider") to execute the KYC/AML checks. This will apply to all users within the Platform. The User acknowledges, agrees, and understands that a Third-Party Service Provider, on behalf of zenGate, may collect the KYC/AML data, and the said Third-Party Service Provider may retain such data. Furthermore, zenGate has the independent right to terminate the User account based on the results of the KYC/AML checks.

• 19.2The User agrees that zenGate further reserves the right to:
• • Request any KYC/KYB documentation deemed necessary to determine the User's identity, location and reasonably necessary information, and restrict the use of any service and payment until identity is sufficiently determined.
  • Prohibit a User from benefiting from the services should they attempt to interact with the services using an account that, in zenGate's sole discretion, is believed to be managed, controlled, used or profited from by a person other than the User.
  • Exercise the right to suspend or terminate an account should the User persistently refuse to provide the requested KYC/KYB information in a complete, accurate, and current manner.
  • Share submitted KYC/KYB information and documentation with third parties to verify the authenticity of submitted data.
  • Restrict the User's access to or otherwise impose conditions or restrictions upon such User's use of the Platform, without providing any further notice, if the User fails to submit complete, up-to-date and accurate KYC/KYB information or if it is a citizen or resident of a High-Risk Jurisdiction.
  • Implement enhanced KYC and KYB measures for Users incorporated in High-Risk Jurisdictions, such as:
    • Verifying User identity by obtaining proof of address, such as a copy of a utility bill or bank statement, comparing the identifying information with information available from a trusted third-party source, such as international databases;
    • Analyzing whether there is logical consistency between the identifying information provided, such as the User's name, street address, ZIP code, and date of birth (logical verification), assessing compliance with the User's source of funds, and, if applicable, apply KYB measures such as collecting and storing certification documents on good standing, the jurisdiction of incorporation, beneficial ownership and control, and reference letters from banks, lawyers or other relevant parties.

20.Privacy

• 20.1Please refer to zenGate's privacy policy for information about how zenGate collects, stores, and processes information about the User.

21.Proprietary Rights

• 21.1zenGate owns all intellectual property and other rights in the Platform, together with their contents, including, but not limited to, software, text, images, trademarks, service marks, copyrights, patents, and designs. Unless expressly authorized by zenGate, the User may not copy, modify, adapt, rent, license, sell, publish, distribute, or otherwise permit any third party to access or use the Platform with its contents. Accessing or using the Platform does not constitute a grant to use any proprietary intellectual property or other rights in the interface or its contents.

• 21.2Any of zenGate's names, logos, and other marks used in the Platform, including zenGate's name and logo, are trademarks owned by zenGate, its Affiliates or its applicable licensors. You may not copy, imitate or use such trademarks without zenGate's (or the relevant licensor's) prior written consent.

22.Disclosures and Disclaimers

• 22.1The Platform is provided on an "as is" and "as available" basis. zenGate, its Affiliates, and its Affiliates' respective shareholders, members, directors, officers, employees, attorneys, agents, representatives, suppliers and contractors (hereinafter referred to as the “Indemnified Parties”) make no guarantees in connection with the Platform. To the maximum extent permitted under applicable law, the Indemnified Parties disclaim all warranties and conditions, whether express or implied, of merchantability, fitness for a particular purpose, or non-infringement and disclaim all responsibility and liability for:
  • The Platform may not be accurate, complete, current, reliable, uninterrupted, timely, secure, and error-free. Information (including, without limitation, the value or outcome of any transaction) available through the Platform is provided for general information only and should not be relied upon or used as the sole basis for making decisions. Any reliance on the Platform is at your own risk;
  • You expressly acknowledge, understand, and agree that zenGate does not guarantee the synchronization of the system clock with the local official time;
  • The quality of any commodities and products acquired through the Platform may not meet your expectations;
  • The User expressly acknowledges that the Indemnified Parties are not liable for loss or damage caused by another User's conduct, unauthorized actors, or any unauthorized access to or use of the Platform; and
  • Viruses, worms, trojan horses, time bombs, cancelbots, spiders, malware or other types of malicious code that may be used to affect the functionality or operation of the Platform.

23.Limitation of Liability

• 23.1zenGate will not be liable for any losses suffered by the User resulting from any modification to the Platform or from any suspension or termination, for any reason, of your access to all or any portion of the Platform.

• 23.2zenGate liability is restricted to gross negligence or intentional misconduct by its managing officers. This liability becomes applicable only after the User has formally notified zenGate of the instance and has given zenGate at least thirty (30) days to remedy the situation. The managing officers of zenGate are not personally accountable for damages resulting from their intentional gross negligence.

• 23.3zenGate Global assumes no liability for any form of damages. This includes but is not limited to user-provided content that is incorrect, inaccurate, or misleading, from actions or inactions of a user, including breaches in agreements between buyers and sellers; temporary unavailability of the Platform, disruptions in the Platform's functionality, technical problems leading to processing errors or delays in offers or orders, loss of turnover, lost profits, reputational damage, data corruption or loss, computer or system malfunction, property damage, fines, penalties, or damages caused by hired third parties.

• 23.4zenGate liability for damages shall never exceed the amount paid by its insurance company, and if the insurance company fails to make any payment, it shall not exceed 10% of the fees paid by the User during the calendar year in which the damages occurred, with a total aggregate limit of ten thousand euros (10,000€) for all claims.

• 23.5Users must inform zenGate of any potential liability claims as soon as they become aware of the issue. Any claim will become void if not pursued within six (6) months from the date the damage occurred.

• 23.6zenGate Global shall not be considered to be in default or breach of these Terms and shall be excused from performance or liability for damages to any User if and to the extent it shall be delayed in or prevented from performing or carrying out any of the provisions of these Terms, arising out of or from any act, omission, or circumstance by or in consequence of any force majeure , labor disturbance, sabotage, failure of contractors or suppliers of materials, an act of the public enemy, war, invasion, insurrection, riot, fire, storm, flood, ice, earthquake, explosion, epidemic, or any other cause or causes beyond reasonable control, including any curtailment, order, regulation, or restriction imposed by governmental, military or lawfully established civilian authorities.

24.Electronic Notices

• 24.1The User consents to receive all electronic communications, agreements, documents, receipts, notices and disclosures (hereinafter referred to as the “Communications”) that zenGate provides in connection with these Terms or any services. The User agrees that zenGate may provide Communications by posting them on the Platform or by emailing them to the User at the email address provided in connection with the User's use of the services, if any. The User should maintain copies of Communications by printing a paper copy or saving an electronic copy. The User may also contact zenGate's support team to request additional electronic copies of Communications by filing a support request.

25.Indemnification

• 25.1The User will defend, indemnify, and hold harmless the Indemnified Parties from any claim, demand, lawsuit, action, proceeding, investigation, liability, damage, loss, cost or expense, including without limitation reasonable attorneys' fees, arising out of or relating to:
  • The User's use of, or conduct in connection with the Platform;
  • Claims brought by other Users or third parties due to the User's actions or omissions;
  • Misleading information provided by other Users;
  • The User's violation of these Terms; or
  • The User's infringement or misappropriation of the rights of any other person or entity.

• 25.2If the User is obliged to indemnify any party of the Indemnified Parties, zenGate or, at its discretion, the appropriate party of the Indemnified Parties will have the right, in its sole discretion, to control any action or proceeding and to determine whether zenGate wishes to settle, and if so, on what terms.

26.Release of Claims

• 26.1The User expressly agrees to assume all risks concerning the access to and use of the Platform. Additionally, the User expressly waives and releases zenGate from any liability, claims, causes of action, or damages arising from or in any way relating to your access to and use of the Platform.

27.Governing Law and Dispute Resolution

• 27.1These Terms shall be governed by and construed following the laws of Ireland. The United Nations Convention on Contracts for the International Sale of Goods (1980) does not apply to the agreement between zenGate and the User.

• 27.2zenGate will use its best efforts to resolve potential disputes through informal, good-faith negotiations. If a potential dispute arises, the User must contact zenGate by email at disputes@zengate.global to resolve the disagreement without resorting to formal dispute resolution. If we cannot reach an informal resolution, the User and zenGate agree to determine the potential dispute according to the process below.

• 27.3Any dispute arising out of or in connection with these Terms, including any question regarding its existence, validity interpretation, performance, breach or termination, shall be referred to and finally be resolved by arbitration in Ireland in accordance with the rules of Ireland for the time being in force, which rules are deemed to be incorporated by reference in this paragraph

• 27.4The laws of Ireland shall govern the arbitration process.

• 27.5The language of the arbitration shall be English.

• 27.6Notwithstanding any other provision of these Terms, the User agrees that zenGate has the right to apply for injunctive remedies (or an equivalent type of urgent legal relief) in any jurisdiction.

28.Modifications to these Terms

• 28.1In our sole discretion, we reserve the right to modify these Terms occasionally. If modifications are made, zenGate will notify the User of such changes by providing a notice through our Platform or updating the date at the top of these Terms.

• 28.2Unless we say otherwise in our notice, all such modifications are effective immediately, and your continued use of our services after we provide such notice will be construed as a consensual confirmation of the notified changes.

• 28.3Should any provision of the Terms be deemed entirely or partly invalid or unenforceable, the validity and enforceability of the other provisions shall remain unaffected. Any such invalid or unenforceable provision will be replaced by a provision that best reflects the original intention and economic essence of the invalid term, consistent with applicable laws and regulations.

• 28.4TWhere the User disagrees with the modified Terms, such User is to cease using the Platform immediately.

29.Miscellaneous provisions

• 29.1Any delay or lack of action by zenGate to exercise any right or remedy provided under these Terms or by law does not constitute a waiver of that or any other right or remedy, nor shall it preclude or restrict the further exercise of that or any other right or remedy. Using a particular right or remedy partially or once does not restrict its use again or any other right or remedy.

• 29.2The user relinquishes any rights to revoke or seek the nullification of these Terms.

30.Survival

• 30.1These Terms will survive any termination of your access to the Platform, regardless of the reasons for its expiration or termination, in addition to any other provision which by law or nature should survive.

31.Entire Agreement

• 31.1The Terms, including the Policy, constitute the entire agreement between the User and zenGate concerning the subject matter. The Terms, including the Policy, supersede any prior or contemporaneous written or oral agreements, communications and other understandings relating to the subject matter of the Terms.