Staking Service Agreement
1. INTRODUCTION
1.1. This Staking Services Agreement (“Agreement”) is entered into between you (the “Nominator”) and ZEFI LTD (Company No. 2107780), a private company limited by shares incorporated in British Virgin Islands having its registered address at Vistra Corporate Services Centre, Wickhams Cay II, Road Town, Tortola, VG1110, British Virgin Islands (the "Company").
1.2. This Agreement governs the Nominator’s access to and use of the Services (as defined below) available on the Platform (as defined below) for the purpose of gaining Staking Rewards (as defined below) and is not used for any other services offered by the Company on the Platform.
1.3. By using the Services, you are deemed to have read, understood and agreed to be bound by the terms and conditions, making representations and warranties set forth herein, and will become a party to this Agreement. If you do not agree to all the terms and conditions of this Agreement, or if any of the representations and warranties set forth herein is inaccurate as applied to you, you shall immediately cease to access and use the Services.
1.4. This Agreement shall, automatically and without further action of either Party, become effective upon the Nominator accepting the terms and conditions of this Agreement by clicking on the “I Agree” checkbox on the Platform (“Effective Date”).
2. DEFINITIONS AND INTERPRETATION
2.1. In this Agreement, unless the subject or context otherwise requires, the following words and expressions shall have the following meanings respectively ascribed to them:
“Affiliates” means, with respect to any person, any other person directly or indirectly controlling, controlled by, or under common control with, such person;
“Agreement” means this Staking Services Agreement;
“Business Day” means a day on which banks are open for business and is not a Saturday, Sunday, a “public holiday” or a “bank holiday” in Selangor, Malaysia;
“Communications” shall have the meaning ascribed to it in Clause 16.1;
“Company” means ZEFI LTD (Company No. 2107780), a private company limited by shares incorporated in British Virgin Islands having its registered address at Vistra Corporate Services Centre, Wickhams Cay II, Road Town, Tortola, VG1110, British Virgin Islands;
“Early Withdrawal Penalty” shall have the meaning ascribed to it in Clause 5.3;
“Effective Date” shall have the meaning ascribed to it in Clause 1.4;
“Gas Fees” means the fees required to process and validate each ZETRIX transaction on the Supported Network;
“Governmental Authority” means any relevant governmental or quasi-governmental authority, statutory authority or quasi-statutory or regulatory authority, administrative, monetary, fiscal or judicial body, department, commission, authority, tribunal, agency or stock exchange or taxing authority or anybody entitled to exercise executive power or power of any nature or body or other organisation to the extent that the rules, regulations, standards, requirements, procedures or orders of such authority, body or other organisation have the force of Law;
“Fees” shall have the meaning ascribed to it in Clause 4.1;
“Intellectual Property Rights” means all patents, utility models, rights to inventions (or improvements upon or additions to an invention, and any research effort relating to such inventions), copyright and neighbouring and related rights, trademarks and service marks, business names and domain names, rights in get-up and trade dress, goodwill and the right to sue for passing off, rights in designs, rights in computer software, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how and trade secrets) and data, moral rights and all and other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection that subsist or will subsist now or in the future in any part of the world;
“Laws” shall mean and include all applicable statutes, enactments, acts of legislature or Parliament, laws, ordinances, rules, by-laws, regulations, notifications, guidelines, policies, directions, directives and orders of any Governmental Authority, tribunal, board or court of competent jurisdiction;
“Nominator” shall have the meaning ascribed to it in Clause 1.1;
“Parties” means collectively, the Nominator and the Company, and “Party” means any of them;
“Platform” means the infrastructure operated by the Company and used in the provision of the Services, which is available at https://zefi.club/ including its mobile and related applications;
"Services” means the staking services which allow the Nominator to stake its ZETRIX on the Supported Network for the purpose of gaining staking rewards, which is made available on the Platform;
“Staked Digital Assets” means the ZETRIX that the Nominator has staked on the Platform;
“Staking Period” means the time period for the Nominator to stake the ZETRIX on the Platform. If the Nominator stakes its ZETRIX on T Day and withdraws them between 0:00 to 24:00 on N Day (e.g., 30, 90, 180 or 360 days), the staking period is T+N days;
“Staking Reward” means the staking rewards calculated based on the pre-determined rate as stipulated on the Platform varies depending on the Staking Period less any fees including the Transaction Fees and Gas Fees in respect of the transaction made, and Early Withdrawal Penalty (if applicable);
“Supported Network” means the Zetrix Network and any other distributed ledger/blockchain network which may be added from time to time by the Company for the purposes of the Services;
“Supported Network Protocol” means the rules by which the Supported Network operates including but not limited to the process for staking and withdrawal, pre-determined Staking Period, eligibility to receive Staking Rewards, Gas Fees, minimum balances and token amounts required and other conditions which may be imposed from time to time;
“Tax(es)” means all forms of taxation whether direct or indirect and whether levied by reference to income, profits, gains, net wealth, asset values, turnover, added value or other reference and statutory, governmental, state, provincial, local governmental or municipal impositions, duties, contributions, rates and levies, whenever and wherever imposed (whether imposed by way of withholding or deduction for or on account of tax or otherwise) and in respect of any person and all penalties, charges, costs and interest relating thereto;
“Tax Authority” means any taxing or other authority competent to impose any liability in respect of Tax or responsible for the administration and/or collection of Tax or enforcement of any Law in relation to Tax;
“Term” shall have the meaning ascribed to it in Clause 7.1;
“Transaction Fees” means the fees the Nominator must pay to the Platform when withdrawing the Staked Digital Assets;
“Zetrix Network” means an open source blockchain ledger managed by Zetrix Sdn Bhd (Registration No. 202101028857); and
“ZETRIX(s)” means the Zetrix token which is supported on the Supported Network and the Platform.
2.2. Unless the context otherwise requires, in this Agreement:
2.2.1. any reference to a statute or statutory provision is a reference to it as it is in force from time to time, taking account of any change, extension, consolidation or re-enactment and includes any subordinate legislation for the time being in force made under it;
2.2.2. any and all headings contained in this Agreement are for convenience only and do not affect the interpretation of any provision of this Agreement;
2.2.3. references to any gender shall include the other genders and references to the singular shall include the plural and vice versa and references to natural persons shall include bodies corporate and vice versa;
2.2.4. all obligations and liabilities on the part of the Parties are (unless expressly stated otherwise) several and shall be construed accordingly;
2.2.5. any reference to “day”, “week”, “month” or “year” is a reference to a day, week, month or year respectively in the Gregorian calendar;
2.2.6. any phrase introduced by the terms “including”, “include” or any similar expression shall be construed as illustrative and shall not limit the sense of the words preceding those terms;
2.2.7. references to “payment”, or cognate expressions, include payments made in any form of digital assets, cash or by way of cheques upon clearance (drawn on a bank or financial institution licensed to carry on banking business) or effected through inter-bank transfers to the account of the payee, giving the payee access to immediately available, freely transferable, cleared funds; and
2.2.8. references to “writing”, or cognate expressions, include any communication effected electronically, by telex, cable, facsimile transmission or other comparable means of communication.
2.3. If any period of time is specified from a given day, or the day of a given act or event, it is to be calculated exclusive of that day and if any period of time falls on a day which is not a Business Day, then that period is to be deemed to only expire on the next Business Day.
2.4. No provision of this Agreement will be construed adversely to a Party solely on the ground that the Party was responsible for the preparation of this Agreement or that provision.
3. SERVICES PROVIDED BY THE COMPANY
3.1. During the Term of this Agreement, the Nominator hereby agrees to access and use the Services only in strict conformity upon the terms and subject to the conditions of this Agreement and the Company hereby agrees to grant the Nominator access to the Services upon such terms and conditions.
3.2. The Company shall employ reasonable security safeguards to protect the integrity and availability of the Services and operates in a diligent and professional manner in accordance with the IT industry standards.
3.3. Notwithstanding Clause 3.2 above, the Company is not responsible for maintaining the security of the Nominator’s digital wallet and private keys.
4. FEES
4.1. In consideration of the Company agreeing to provide the Services to the Nominator under this Agreement, the Nominator agrees to pay the Company Transaction Fees equivalent to [0.5% to 1.0%] of the Staking Rewards for each transaction made or such other fees as may be agreed between the Parties (“Fees”).
4.2. The Nominator agrees and undertakes that any and all Fees shall be paid in accordance with this Agreement.
4.3. Any and all Fees relating to the Services provided by the Company to the Nominator shall be non-refundable.
4.4. The Company reserves the right to revise any of the Fees at its sole discretion during the Term of this Agreement without having to seek prior consent from the Nominator and such revised Fees shall be posted on the Platform and you are deemed to have read, understood, and agreed to the revised Fees.
5. STAKING AND WITHDRAWAL
5.1. The Nominator shall stake the amount of ZETRIX (in the range of minimum and maximum amount set by the Platform based on the Staking Period chosen) by transferring the ZETRIX to the designated staking address of the Company on the Platform and follow the steps as stipulated on the Platform, in order to receive the Staking Rewards.
5.2. Subject to the Supported Network Protocol, the Nominator shall be able to withdraw the Staked Digital Assets at its discretion. For the avoidance of doubt, the Supported Network Protocol includes but not limited to pre-determined Staking Period, eligibility to receive Staking Rewards, Gas Fees and minimum balances and amounts of ZETRIX required.
5.3. In the event that the Nominator withdraws its Staked Digital Assets prior to the end of the chosen Staking Period, the Nominator agrees that the Staking Rewards will be calculated based on a pro-rated basis and the Company reserves its right to forfeit the entire Staking Rewards in accordance with the Supported Network Protocol (“Early Withdrawal Penalty”).
5.4. The Nominator acknowledges and agrees that the Gas Fees will be incurred upon the staking and withdrawal of the ZETRIX on the Platform and it shall be borne by the Nominator. For the avoidance of doubt, the Gas Fees will be settled in the following manner:
5.4.1. in the case of staking of the ZETRIX on the Platform, Gas Fees will be automatically charged on the Nominator to effect the transfer of ZETRIX from the Nominator’s digital wallet to the Company’s designated staking address; and
5.4.2. in the case of withdrawal of the Staked Digital Assets, a recurring Gas Fees will be charged by the Supported Network to effect the transfer from the Platform to the Nominator’s digital wallet, which will be deducted from the Staking Rewards.
5.5. The Nominator is expected to have knowledge of blockchain technology, staking, wallet, keys, and details of the Supported Network and Supported Network Protocol. The Nominator is further expected to have conducted thorough investigation of the Supported Network, ZETRIX, and other matters considered in this Agreement in determining whether to stake its ZETRIX on the Platform.
6. STAKING REWARDS
6.1. The Staking Rewards shall be distributed directly to the corresponding digital wallet address of the Nominator via smart contract and the Nominator shall receive Staking Rewards only for the duration of the Staking Period.
6.2. The Staking Rewards and the timing of such distribution: (i) are posted on the Platform; (ii) vary by Supported Network and Staking Period; (iii) change periodically; and (iv) are governed by the information posted on the Platform. Unless otherwise set forth on the Platform, all distributions to the Nominator shall be in the same digital asset in which the Staked Digital Assets are denominated.
6.3. The Company shall not be obligated to compensate the Nominator for missed Staking Rewards to the extent arising from the Nominator’s acts or omissions, Supported Network maintenance, software bugs native to Supported Network, acts by a hacker or other malicious actor, Supported Network stalls, Supported Network Protocol changes resulting in changes to Staking Rewards, force majeure events, or any other action outside of the Company’s control.
6.4. TAXES
6.4.1. The Nominator shall be solely responsible for the payment of any applicable Taxes with respect to its Staking Rewards and for any other taxes resulting from the transactions contemplated herein.
6.4.2. Neither the Company nor any of its agents shall provide any advice or guidance with respect to the tax obligations of the Nominator. The Nominator is strongly encouraged to seek advice from its own tax advisor to discuss the potential tax consequences of entering into this Agreement and the receipt of any Staking Rewards.
7. TERM AND TERMINATION
7.1. The term of this Agreement shall commence on the Effective Date and continue to be effective until the expiry of the Staking Period unless otherwise earlier terminated in accordance with the terms set out in this Agreement (“Term”). Termination of this Agreement shall not affect the Company’s rights to receive the Fee and any other charges accrued or payable by the Nominator to the Company under this Agreement.
7.2. Either Party shall be entitled to terminate this Agreement without cause at any time by giving a prior notice in writing to the other Party and this Agreement cease to be of any force and effect upon receipt of the notice and the ZETRIX shall be withdrawn immediately. For the avoidance of doubt, in the event that this Agreement is terminated by the Nominator in accordance with Clause 5.3, the Nominator acknowledges and agrees that it shall be subjected to the Early Withdrawal Penalty.
7.3. The Company shall also be entitled to, at any time after any such default arises, give written notice to the Nominator terminating this Agreement with immediate effect if:
7.3.1. the Nominator commits any material breach of any of its obligations under this Agreement and fails to take appropriate steps to remedy such breach (if capable of remedy) within fourteen (14) days after being given notice to do so by the Company;
7.3.2. any representation or warranty made by the Nominator in this Agreement shall prove to have been incorrect when made in any material respect;
7.3.3. the Nominator goes into liquidation, whether compulsory or voluntary (except for the purposes of a bona fide reconstruction or amalgamation) or becomes a bankrupt;
7.3.4. an administrator or receiver or receiver and manager is appointed over, or distress, attachment or execution is levied or enforced upon, any part of the assets or undertaking of the Nominator;
7.3.5. the Nominator becomes insolvent or is unable to pay its debts or admits in writing its inability to pay its debts as and when they fall due or enters into any composition or arrangement with its creditors or makes a general assignment for the benefit of its creditors;
7.3.6. if applicable, the Nominator ceases the whole or a substantial part of its business or takes any steps to cease it; or
7.3.7. the Nominator (including without limitation any of its directors or its officers) divulges confidential information to unauthorised third parties.
7.4. If this Agreement is terminated in accordance with Clause 7.2 or 7.3 (as the case may be), then:
7.4.1. within fourteen (14) Business Days from the date of termination of this Agreement:
7.4.1.1. any outstanding amounts due to the Company shall be paid in accordance with this Agreement;
7.4.1.2. all documents, records and other information provided in any form (including without limitation to all working copies, duplicates and back-ups whether in physical, electronic or other forms) by a Party to the other Party, shall be returned to the relevant Party, securely disposed of or securely rendered inaccessible; and
7.4.2. with immediate effect from the date of termination of this Agreement:
7.4.2.1. all licences to access and use the Services will terminate, and the Nominator shall immediately discontinue all such access as well as cease to use the Services (including ceasing to stake its ZETRIX with the Company) provided by the Company;
7.4.2.2. neither Party shall have any further rights or obligations under this Agreement to the other Party except in respect of:
(a) any rights or obligations under this Agreement which are expressed to apply after the termination of this Agreement; and
(b) any rights or obligations which have accrued in respect of any breach of any of the provisions of this Agreement to either Party prior to such termination.
7.5. Notwithstanding anything to the contrary, the Company reserves its right to discontinue providing the Services at any time for any or no reason. If the Company decides to discontinue providing the Services, a public announcement of such intention shall be provided on the Platform to the Nominator with at least thirty (30) days’ notice and at the end of such notice, the Nominator shall not be allowed to stake any ZETRIX on the Platform.
8. REPRESENTATIONS AND WARRANTIES
8.1. Each Party represents and warrants to and for the benefit of the other Party that:
8.1.1. it has the full power, authority and capacity to execute, deliver and lawfully perform the terms of this Agreement;
8.1.2. all necessary actions, conditions and things have been or will be taken, fulfilled and done (including the obtaining of any necessary consents) in order to enable it to lawfully exercise its rights and perform and comply with its obligations under this Agreement;
8.1.3. this Agreement will when executed constitute legally valid and binding obligations on it, enforceable in accordance with their respective terms;
8.1.4. the execution, delivery and performance of this Agreement will not exceed the power granted to it or violate the provisions of any Law or any order or decree of any Governmental Authority, agency or court to which it is subject to;
8.1.5. there are no pending or threatened actions or proceedings before any court or administrative tribunal which may materially and adversely affect its ability to discharge its obligations under this Agreement; and
8.1.6. in negotiating and executing this Agreement, it has at all times sought and followed the advice of competent legal counsel and, based on that advice, has entered into this Agreement based on its own free will.
8.2. The Nominator hereby represents and warrants to and for the benefit of the Company that:
8.2.1. it owns all legal rights, title and interest in the Staked Digital Assets, or the Nominator is legally authorised by the owner to stake the relevant ZETRIX on the Platform;
8.2.2. all information and documents delivered to the Company in connection with this Agreement are true, accurate and complete in all respects;
8.2.3. it will not, as a consequence of entering into or performing this Agreement, be in breach of any terms binding upon him of any contract, agreement, undertaking, or arrangement with, or any obligation to, any third party; and
8.2.4. it is not bound by any prior agreement, undertaking, commitment or other obligation which prevents it from being engaged by the Company and being able to discharge fully and completely its responsibilities, duties and obligations under this Agreement.
8.3. All representations and warranties given by the respective Parties expressed in this Clause 8 are true, correct and not misleading at the time of execution of this Agreement and shall be deemed to be repeated and continue to be true, correct and not misleading on the completion of this Agreement as if they had been given afresh at the completion of this Agreement.
9. COVENANTS AND UNDERTAKINGS
9.1. General Covenants and Undertakings
The Nominator undertakes to, and covenants with the Company that during the term of this Agreement that it shall:
9.1.1. comply with all the obligations imposed on it under this Agreement and all such rules and policies as may be introduced by the Company from time to time;
9.1.2. comply with applicable Laws and in accordance with the terms and conditions (if any) imposed by the Governmental Authorities including, if applicable, obtaining the necessary permits, licenses and registration for its business;
9.1.3. not conduct or allow any of its directors, officers, employees, agents, representatives, clients or customers to conduct any illegal or unlawful activities in the course of its business;
9.1.4. not conduct itself in any way that jeopardise the Company’s image, reputation and/or interests and shall procure and cause all of its directors, officers, employees, agents or representatives to conduct themselves so as not to in any way jeopardise the Company’s image, reputation and/or interests;
9.1.5. not make representation to any other parties pertaining to the state of affairs of the Company, which is not true, accurate and/or correct;
9.1.6. render all necessary assistance and cooperation and provide all information and documents as may be required by the Company to carry out or achieve the purposes and/or intents of the Parties under this Agreement; and
9.1.7. take all necessary steps and do all such acts and things as necessary and within its power and authority to carry into effect the provisions of this Agreement.
9.2. The Nominator further covenants that it shall not and shall not permit others to, do the following with respect to the Services:
9.2.1. modify, reproduce, copy, reverse engineer, decompile, reverse assemble or otherwise attempt to discover the source code or algorithms for the Services;
9.2.2. use any device, software or routine to interfere with the proper function of the Services;
9.2.3. use the Services in breach of any Laws or in any fraudulent activity; or
9.2.4. take any action to compromise the integrity or security of the Services, Supported Network or the Platform.
10. INTELLECTUAL PROPERTY AND OWNERSHIP
10.1. The Company’s Intellectual Property Rights
10.1.1. The Nominator acknowledges that the Intellectual Property Rights in respect of the Company’s business and goodwill are the sole property of the Company.
10.1.2. The Nominator agrees and undertakes that it shall not use the Company’s Intellectual Property Rights for any purposes whatsoever unless with the prior written consent of the Company. For the avoidance of doubt, the Nominator shall only be permitted to use the Company’s Intellectual Property Rights only in such manner as authorised by the Company in writing.
10.1.3. In connection herewith, the Nominator agrees and undertakes that:
(a) it shall not use any Intellectual Property Rights which resemble the Company’s Intellectual Property Rights and which would therefore be likely to confuse or mislead the public or any section of the general public; and
(b) it shall not cause or authorise to be done anything which will impair, damage or be detrimental to the reputation or goodwill of the Company’s Intellectual Property Rights.
10.2. The Staked Digital Assets shall at all times, remain as the property of the Nominator and the Company shall have no ownership rights to the Staked Digital Assets other than the provisions of the Services to the Nominator.
11. LIABILITY
11.1. Limitation of Liability
11.1.1. The Company shall not have any obligation or liability to the Nominator, and hereby disclaims to the fullest extent permissible by Law all liability for any direct, indirect, incidental, special, exemplary, consequential damages, pure economic loss or other pecuniary loss, including, any loss of revenue or profits, loss of sales or business, loss of agreements or contracts, loss of damages to goodwill, any loss resulting from business interruption or any loss arising out of:
(a) the acts and/or omissions of other users on the Platform;
(b) any use of the Platform, whether or not due to security breach or cyber-attack, electronic or technological failure or for any other reason;
(c) any of the Services being unavailable, or any delay on the part of the Company in providing the Services to the Nominator for any reason whatsoever;
(d) any event outside of our reasonable control (including a force majeure event as stipulated in Clause 19.1); or
(e) the lawful termination of this Agreement,
whether or not the Company has been advised or knew of the possibility of such losses and/or damages.
11.1.2. Without limiting the generality of the above, in no event shall any liability on the Company’s part (including the Company’s Affiliates, employees, directors, advisers, agents and representatives) in connection with this Agreement exceed the Fees paid by the Nominator to the Company under this Agreement during the previous one (1) month’s period from the date of the event arises.
12. RISKS
12.1. The Nominator agrees and acknowledges that its access to, and use of, the Services is subject to certain risks including without limitation:
12.1.1. due to the particularity of digital assets, there are strong fluctuations in the price of these assets including the ZETRIX and prices are susceptible to large fluctuations due to the influence of market makers and global government policies. The losses that may be caused by the price fluctuation of digital assets is the full responsibility of the Nominator;
12.1.2. there are risks associated with digital assets, including, but not limited to, the risk of hardware, software and internet connections, the risk of malicious software introduction, and the risk that third parties may obtain unauthorised access to information stored with the Nominator’s digital wallet. The Nominator hereby acknowledges and accepts that the Company or Platform will not be responsible for any communication failures, disruptions, errors, distortions or delays the Nominator may experience when using the Services or the Platform, howsoever caused; and
12.1.3. the use of Services may result in partial or total loss of the Nominator’s Staked Digital Assets. The Nominator shall decide the amount of staking based on the degree of loss the Nominator can bear. The Nominator acknowledges and understands that digital assets will generate derivative risks, hence, it is recommended to seek the assistance of a financial advisor before using the Services.
12.2. In addition to the risks mentioned above, there will also be unpredictable risks. The Nominator shall carefully consider and use clear judgment to evaluate its financial situation and the above risks before making any decision to stake digital assets, and bear all the losses arising therefrom. Neither the Platform nor the Company shall bear any responsibility for the Nominator’s losses due to staking.
12.3. Regulatory Uncertainty
The regulatory regime governing blockchain technologies, cryptocurrencies and digital assets is uncertain and the Nominator acknowledges and accepts that new regulations or policies may materially and adversely affect the development of the Platform or the Supported Network, and by extension, the use, transfer and value of the Nominator’s Staked Digital Assets.
13. INDEMNIFICATION
13.1. The Nominator acknowledges that the Company is entering into this Agreement in reliance on the Nominator’s representations, warranties, covenants and undertakings as set out above. Therefore, the Parties shall treat the aforesaid representations, warranties, covenants and undertakings as conditions of this Agreement. For the avoidance of doubt, the aforesaid representations, warranties, covenants and undertakings are not affected or limited in any way by information gathered by the Company, its employees, advisers, consultants, agents and representatives.
13.2. Without prejudice to any other right or remedy which the Company may have against the Nominator, the Nominator undertakes to indemnify, defend and hold harmless the Company and its Affiliates, employees, directors, advisers, agents and representatives from and against any and all actions, claims, demands, proceedings, investigations, liabilities or judgments and any and all losses, damages, costs, charges and expenses (including all reasonable legal fees and expenses) of whatever nature which relates to or arises, directly or indirectly, in connection with or arising out of:
13.2.1. any breach by the Nominator of its covenants, stipulations and obligations under this Agreement on its part to be performed and fulfilled;
13.2.2. any breach by the Nominator of any applicable Laws; or
13.2.3. any claims involving fraud or misconduct involving dishonesty on the part of the Nominator and/or misrepresentation which results in a breach of the Nominator’s warranties or otherwise.
13.3. Notwithstanding the above provisions, the Company shall not be liable to indemnify and hold harmless and keep indemnified and held harmless the Nominator from and against any and all actions, claims, demands, proceedings, investigations, liabilities or judgments and any and all losses, damages, costs, charges and expenses (including all reasonable legal fees and expenses) of whatever nature which refer or relate to or arise, directly or indirectly, in connection with or arising out of this Agreement.
13.4. Disclaimer of Representations
13.4.1. The Platform is provided on an "as is" and "as available" basis. To the fullest extent permitted by law, the Company is not making, and hereby disclaims, any and all information, statements, omissions, representations and warranties, express or implied, written or oral, equitable, legal or statutory, in connection with the Platform and the other matters contemplated under this Agreement, including any representations and warranties of title, non-infringement, usage, security, uptime, reliability, sustainability or fitness for any particular purpose, workmanship or technical quality of any code of software used by the Company. The Nominator acknowledges and agrees that the use of the Platform is at the Nominator’s own risk.
13.4.2. The Nominator further acknowledges and agrees that the Company acts in a supportive service providing facilitation of ZETRIX and Services and the underlying technology offering of the ZETRIX on the Platform may involve significant risks as stipulated under Clause 12 above and the Company does not take any responsibility for any loss or damages arising from or relating to the transaction of ZETRIX or the Nominator’s use of the Services on the Platform.
14. RESTRICTION, SUSPENSION OR TERMINATION
14.1. Notwithstanding any other provisions of this Agreement, the Company reserves the right to, at any time:
14.1.1. restrict or suspend the Nominator’s access to or use of the Services when the Company, in its sole discretion, considers it necessary for any reason whatsoever; or
14.1.2. cease the Nominator’s access to or use of the Services, and accordingly terminate this Agreement in accordance with Clause 7 above.
14.2. The Company will use all reasonable efforts to provide the Nominator with notice of any decision to restrict, suspend or terminate the Nominator’s access or use to the Services, unless the Company is prevented from doing so by any legal or regulatory process or requirement, or where doing so may compromise the Company’s security and/or risk management procedures. The Nominator accepts and agrees that the Company is under no obligation to disclose to the Nominator the fact of or reason for any decision to restrict, suspend or terminate the Nominator’s access or use of the Services, and the Company shall have no liability to the Nominator in connection with the restriction, suspension or termination of the Nominator’s access or use of the Services.
15. CONFIDENTIALITY
15.1. All communications between the Company and the Nominator and all information and other materials supplied to or received, by either Party, from the other Party which is either marked “confidential” or is by its nature intended to be exclusively for the knowledge of the recipient alone, or to be used by the recipient only for the benefit of this Agreement, coming to the knowledge of the recipient shall be kept confidential by the recipient and shall be used by the recipient solely and exclusively for the benefit of this Agreement unless:
15.1.1. the disclosure or use is required by Law or any Governmental Authority;
15.1.2. the disclosure or use is required to vest the full benefit of this Agreement in either Party;
15.1.3. the disclosure or use is required for the purpose of any judicial proceedings arising out of this Agreement or any other agreement entered into under or pursuant to this Agreement or the disclosure is made to a Tax Authority in connection with the Tax affairs of the disclosing Party;
15.1.4. the disclosure is made to professional advisors or actual or potential financiers of either Party on terms that such professional advisors or financiers undertake to comply with the provisions of this Clause 15 in respect of such information as if they were a party to this Agreement;
15.1.5. the information becomes publicly available (other than by breach of this Agreement);
15.1.6. the Party whose information is to be disclosed or used has given prior written approval to the disclosure or use; or
15.1.7. the information is independently developed by the recipient, which independent development can be shown by written evidence,
provided that prior to disclosure or use of any information pursuant to Clause 15.1.1, 15.1.2 or 15.1.3, the Party concerned shall promptly notify the other Party of such requirement with a view to providing the other Party with the opportunity to contest such disclosure or use or otherwise to agree the timing and content of such disclosure or use.
15.2. The Parties shall procure the observance of the abovementioned restrictions and shall take all reasonable steps to minimise the risk of disclosure of confidential information, by ensuring that only their employees and professional advisers whose duties will require them to possess any of such information shall have access thereto, and that they shall be instructed to treat the same as confidential.
15.3. Neither Party shall divulge to any third party any information regarding the existence or subject matter of this Agreement, or any other agreement referred to in, or executed in connection with, this Agreement, without the prior agreement of the other Party.
15.4. The obligations contained in this Clause 15 shall endure, even after the termination of this Agreement, without limit in point of time except and until any confidential information enters the public domain as set out above.
16. NOTICES
16.1. The Nominator agrees and consents to receive electronically all communications, agreements, documents, notices and disclosures (“Communications”) that the Company provides in connection with the Services. The Company will provide these Communications to the Nominator by posting them on the Platform, by email to the email addresses provided on the Platform, or by way of electronic communication such as text message or mobile push notification.
16.2. In the case of Communications to the Company, it will be delivered by email to the details provided as follows:
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Email Address
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Attention to
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ZEFi.Club Team
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17. FURTHER ASSURANCE
17.1. Each Party shall do or cause to be done all such acts and things and execute or cause to be executed all such instruments and other documents as may be necessary to give full effect to the provisions contained in this Agreement and the transactions contemplated under this Agreement.
18. RIGHT AND REMEDIES
18.1. The rights and remedies provided in this Agreement are cumulative, and are not exclusive of any rights or remedies of the Parties provided at Law, in equity, by statute or otherwise and no failure or delay in the exercise or the partial exercise of any such right or remedy or the exercise of any other right or remedy shall affect or impair any such right or remedy.
hts and remedies provided in this Agreement are cumulative, and are not exclusive of any rights or remedies of the Parties provided at Law, in equity, by statute or otherwise and no failure or delay in the exercise or the partial exercise of any such right or remedy or the exercise of any other right or remedy shall affect or impair any such right or remedy.
19. FORCE MAJEURE
19.1. Notwithstanding anything herein contained, neither Party will be liable to the other Party for any breach or failure to perform any of its obligations under this Agreement where such breach or failure is caused directly or indirectly by war, civil commotion, hostilities, strikes, lockouts, pandemic, acts of God, governmental regulations or directions or the action or omission or purported action or omission of any Governmental Authority, or any other cause or causes beyond that Party’s reasonable control, whether similar to any of the foregoing or not, but if either Party is or is likely to be, affected by any such cause it will immediately notify the other Party of the occurrence of the relevant event and will use all reasonable endeavours to overcome or mitigate the effects thereof.
20. AMENDMENTS AND WAIVERS
20.1. No amendment, variation, revocation, cancellation, substitution or waiver of, or addition or supplement to, any of the provisions of this Agreement will be effective unless it is in writing and signed by all the Parties.
20.2. No waiver of any breach of any provision of this Agreement will be effective or binding unless made in writing and signed by the Party purporting to give the same and, unless otherwise provided in the written waiver, will be limited to the specific breach waived.
21. ASSIGNMENT
21.1. The Nominator shall not, without the prior written consent of the Company, assign its rights, title and interest under this Agreement. Further, the Nominator shall not, without the prior written consent of the Company, novate its rights, title, interest and obligations under this Agreement. Any assignment, novation, transfer or delegation which is made without such prior written approval shall constitute a material breach of this Agreement.
21.2. The rights and obligations of the Company under this Agreement shall be freely transferable or assignable (whether in whole or in part) to its Affiliates.
22. SUCCESSORS AND ASSIGNS
22.1. This Agreement will be binding upon and inure for the benefit of the respective heirs, personal representatives, successors-in-title or permitted assigns, as the case may be, of the Parties.
23. INVALIDITY AND SEVERABILITY
23.1. If any provision of this Agreement is or may become invalid or unenforceable under any written Law, or is found by any court or administrative body or competent jurisdiction to be, illegal, void, invalid, prohibited or unenforceable then:
23.1.1. such provision shall be ineffective to the extent of such illegality, voidness, invalidity, prohibition or unenforceability;
23.1.2. the remaining provisions of this Agreement shall remain in full force and effect; and
23.1.3. the Parties shall use their respective best endeavours to negotiate and agree on a substitute provision which is valid and enforceable and achievable to the greatest extent possible the economic, legal and commercial objectives of such illegal, void, invalid, prohibited or unenforceable term, condition, stipulation, provision, covenant or undertaking.
24. NO AGENCY
24.1. Nothing in this Agreement is intended to authorise either Party to act as an agent for the other Party or to establish any other fiduciary relationship between the Parties. Neither Party has the power or the right to bind, commit or pledge the credit of the other Party.
25. TIME
25.1. Time shall be of the essence in this Agreement.
25.2. No time or indulgence given by any Party to the other shall be deemed or in any way construed as a waiver of any of its rights and remedies hereunder.
26. ENTIRE AGREEMENT
26.1. This Agreement constitutes the entire agreement and full understanding among the Parties hereto with respect to all of the matters herein and it supersedes any previous negotiations, discussions, correspondence, arrangements, agreements and understandings among them, oral or written, with respect to the matters addressed herein.
27. REASONABLENESS
27.1. The Nominator acknowledges and confirms that it has sought independent legal advice from professional legal advisors with regards to all the matters provided for in this Agreement and agrees that the provisions of this Agreement (including all documents entered into pursuant to this Agreement) are fair and reasonable and agrees that its failure to obtain such advice shall not be used as a defence to the enforcement of the terms, representations and warranties, covenants and undertakings, and conditions under this Agreement.
28. COUNTERPARTS AND E-SIGNATURES
28.1. This Agreement may be executed in separate counterparts, each of whom shall together be deemed an original, but all such counterparts shall together constitute but one (1) and the same Agreement of the Parties.
28.2. This Agreement, may be accepted, executed or agreed to through the use of an electronic signature, whether digital or encrypted, in accordance with the applicable Laws. Any document accepted, executed or agreed to in conformity with the applicable Laws will be binding on each Party and shall have the same legal effect, validity or enforceability as if it were physically executed.
29. GOVERNING LAW AND JURISDICTION
29.1. This Agreement shall be governed by, and construed in accordance with, the Laws of Malaysia.
29.2. The Parties irrevocably agree that the courts of Malaysia are to have exclusive jurisdiction to settle any disputes which may arise out of or in connection with this Agreement and that, accordingly, any legal action or proceedings arising out of or in connection with this Agreement may be brought in those courts and the Parties irrevocably submit to the jurisdiction of those courts.
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