About these Terms​

These Terms of Use (“Terms”) set out the terms by which we agree to provide you with access to ZYLO Service (“Service” or “Services”). By accessing and using the Services, you’re entering into a legally binding contract, with the waiving of certain legal rights, with us on the basis of these Terms. Fractal Digital Ventures LLP (collectively “we”, “our”, “us”, or “ZYLO”) provide the following Terms of Use that,  as they may be modified from time to time by ZYLO in its sole discretion, apply to our users (“you” or “user”) and governs each users access to, and use of, the Services and related products including but not limited to software, programs, documentation, tools, hardware, internet-based services, components, and any updates (including software maintenance, service information, help content, bug fixes or maintenance releases) provided to you by ZYLO, directly or indirectly, through all online services we provide. If any of the Terms are unacceptable to you, please do not visit, access, or use ZYLO or ZYLO Services.​​

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Updates​

We may change these Terms sometimes to make updates to our Services, for legal or regulatory changes or at ZYLO's discretion for reasons including the prevention  of abuse or harm. The changes will take effect as soon as they’re posted on our website. If you continue to use the Services after these updates, we’re allowed to assume you agree to the updated Terms.  The updated version will supersede all prior versions. We reserve the right to discontinue or make changes to any of the Services.​

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Amendments​

We may, without prior notice and liability, and for any reason: stop providing the ZYLO Services or any of their features to you or to users in general; change technical solutions used in the Services; create usage limits for the the Services; or permanently or temporarily terminate or suspend your access the Services.

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Definitions​

Capitalised terms shall have the meanings assigned to them in these Terms, unless the context requires otherwise.

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“Affiliate” means an entity that owns or controls, is owned or controlled by, or is or under common control or ownership with a party, where control is defined as the direct or indirect power to direct or cause the direction of the management and policies of such party, whether through ownership of voting securities, by contract, or otherwise.

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“AML” stands for Anti-Money Laundering, which means a set of procedures, laws, and regulations that are intended to stop the practice of obfuscating income generated through illegal activities.

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“Blockchain” means a system in which records of transactions made in Virtual Digital Assets are maintained across several computers that are linked in a peer-to-peer network.

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“Virtual Digital Asset” means a digital representation of value in which encryption techniques are used to regulate the generation of digital units and verify the transfer of assets, operating independently from a central bank.

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“Fiat” when used in reference to money or currency, means the coin and paper money of a country that is designated as legal tender, circulates, and is customarily used and accepted as a medium of exchange in the country of issuance.

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“KYC” stands for Know Your Customer,  which means the process of a business verifying the identity of its customers or clients and assessing potential risks of illegal intentions for the business relationship.

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“Order” means a requested Digital Asset transaction by you for the purchase or sale of a supported Virtual Digital Asset through our services.

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“Order Failure” means a requested Digital Asset transaction by you for the purchase or sale of a supported Virtual Digital Asset through our service that is not completed for any reason.

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“Wallet Address” means an on-Blockchain virtual address in which Virtual Digital Assets can be held and transferred.​​

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Important information​

PLEASE CAREFULLY REVIEW THESE TERMS PRIOR TO ACCESSING AND USING THE ZYLO APPLICATION. THE TERMS INCLUDE IMPORTANT INFORMATION ABOUT YOUR RELATIONSHIP WITH ZYLO. YOUR USE OF THE ZYLO APPLICATION IS EXPRESSLY CONDITIONED ON YOUR CONSENT TO, AND COMPLIANCE WITH, THE TERMS. BY ACCESSING OR USING THE SERVICE, YOU AGREE TO BE BOUND BY THESE TERMS. IF YOU DO NOT AGREE TO ANY OF THE PROVISIONS OF THESE TERMS YOU SHOULD IMMEDIATELY STOP USING THE SERVICE. FAILURE TO COMPLY WITH THIS DIRECTIVE MAY RESULT IN A VIOLATION OF THE APPLICABLE LAWS OR REGULATIONS OF YOUR JURISDICTION. WHEN IN DOUBT, PLEASE CONTACT US AT: CONNECT@ZYLO.DIGITAL.​

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Important notice regarding Virtual Digital Assets​​​

AS WITH ANY ASSET, THE VALUE OF DIGITAL ASSETS CAN GO UP OR DOWN AND THERE CAN BE SUBSTANTIAL RISK THAT YOU LOSE MONEY BUYING, SELLING, TRADING, HOLDING OR INVESTING IN DIGITAL ASSETS SUCH AS CRYPTO. YOU SHOULD CAREFULLY CONSIDER WHETHER BUYING, SELLING, HOLDING, TRADING OR BUYING VIRTUAL DIGITAL ASSETS IS SUITABLE FOR YOU.  The value of Virtual Digital Assets may be derived from the continued willingness of market participants to exchange Virtual Digital Assets for Fiat or other Digital Assets. If such willingness is abolished for any reason, this may result in the potential for a permanent and total loss of value of a particular Virtual Digital Asset. The volatility and unpredictability of the price of Virtual Digital Assets may result in significant loss over a short period of time.

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THE TREATMENT OF VIRTUAL DIGITAL ASSETS VARIES BY JURISDICTION. BE ADVISED THAT IN SOME JURISDICTIONS, DUE TO REGULATORY CONCERNS, ZYLO MAY NOT PROVIDE PART OR ALL OF THE SERVICES. The Services are not available where prohibited by law or by ZYLO policy, as updated from time to time; currently, such places include, but are not necessarily limited to, the countries of Iran, North Korea, Sudan, South Sudan, Syria, Cuba, Russia, or any other country against which India, the United States, the United Kingdom or the European Union imposes financial sanctions or embargoes. Pursuant to the economic sanctions programs administered in the countries where we conduct business our policies  are designed to comply with these sanctions programs and we may: (i) suspend the Service; (ii) terminate the Service; (iii) restrict your Service; (iv) return Virtual Digital Assets to the destination of their origin or to an a location specified by authorities; or (v) block the transfer of Virtual Digital Assets that are the property of a sanctioned person.​

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1. About us​

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Who we are​

Hello, we’re ZYLO ( referred to as “ZYLO”,”we”, “us”, “our”) and our Services allow you to seamlessly exchange between Virtual Digital Assets and Fiat currency.​

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How we’re registered​

ZYLO is registered with the Financial Intelligence Unit of India (FIU-IND) as a Virtual Digital Asset Service Provider (VDA SP).‍​

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‍2. About the services​

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Services​​

We offer two services which allow you to:

• Buy Virtual Digital Assets using Fiat currency.

• Sell Virtual Digital Assets for Fiat currency.

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Accessing the Services​

ZYLO is registered with the Financial Intelligence Unit of India (FIU-IND) as a Virtual Digital Asset Service Provider (VDA SP). ZYLO doesn’t trade in regulated securities or assets.‍

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Cool off​​

Where a cool off period applies, you consent to us beginning the supply of the digital content before the end of that 14 day period and you waive any right to cancel that you may have under applicable  law.‍​​​​​

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3. Eligibility and proof of identity

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Eligibility criteria​​

You can only sign-up for and use the Services if you:

• are at least 18 years old,

• satisfy all of our due diligence, “know-your-customer” and anti-money laundering requirements,

• are not prevented by law or regulation from using the Services in your jurisdiction, and

• are not a resident or citizen of any jurisdiction under INDIA, US, UK or EU sanctions and are not personally sanctioned by INDIA, US, UK or EU which include, but are not limited to the countries of Iran, North Korea, Sudan, Syria, Cuba and Russia (the” Eligibility Criteria”).

Under applicable AML and KYC rules, ZYLO  is obligated to maintain certain information about you, including User records and transaction history, for seven years , or a longer period as may be required under applicable laws. Under certain circumstances, ZYLO may be required to report to the competent authorities of any unusual transactions, or of any suspicion it may have that you might be involved in any financial crime or illicit activity.

ZYLO is required to comply with applicable AML and KYC requirements at all times. In furtherance of our AML/ KYC compliance programs, we reserve the right to require you to provide documentation and information, including but not limited to, copies of your government-issued identification documents such as a passport, Aadhaar, PAN, driver's licence.

ZYLO may also gather and use information about you from third parties, to help us confirm your identity, perform our AML/KYC checks and/or determine your access to the Services. You represent and warrant at all times that any and all information provided by you to us is true, accurate, and not misleading in any respect. If any such information changes, it is your obligation to provide the new information to us as soon as practicable following such change.

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You agree that you will not grant any person access to the Services by using your credentials as granting access may violate applicable laws and regulations. You further agree that you will not use a VPN or other similar devices to access the Services where it is prohibited by law.

ZYLO, as an FIU-IND registered VDA SP, is subject to the requirements of the Prevention of Money Laundering Act (PMLA), 2002, its amendments, the Prevention of Money Laundering Rules, 2005, and the AML & CFT Guidelines for Reporting Entities Providing Services Related to Virtual Digital Assets issued on March 10, 2023 ("The Guidelines").

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Under the applicable rules, ZYLO is obligated to obtain adequate information at all times to prevent financial crime including money laundering and terrorist financing. Under certain circumstances, ZYLO may be required to obtain additional information to allow us to meet our AML obligations and comply with the reporting obligations of the STRs.​​​

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4. How it works

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Using ZYLO

To use the Services, you simply need to fill out a form which provides all the information we need to complete your transaction (or “Order”).

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Your responsibilities

ZYLO will display to you the Blockchain Wallet  Address to which the Virtual Digital Assets will be transferred based on information obtained either from you or the host application you used to launch the widget.  You are obliged to verify whether the displayed  Blockchain Wallet Address that has been disclosed in the application is the correct one. You are obligated to provide a Digital Asset address that is owned by you and is under your full control and authorisation, to which Digital Assets will be transferred. You represent that the Blockchain Wallet  Address is solely under your control. You are obligated to verify whether a transfer of Digital Assets may be successfully effectuated to the Blockchain Wallet Address that you have provided to ZYLO. Certain digital wallet providers may impose limits in that respect, which may result in the Digital Assets being released by ZYLO but not accepted to the digital wallet. In the event that this occurs, ZYLO will not be liable and the service will be considered rendered.​

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Inaccurate Data

ZYLO is not responsible for any inaccuracy in the data provided by you. You are obliged to check all the information before submitting it to ZYLO. Blockchain transactions are irreversible and ZYLO will not be able to reverse any transactions already executed in case you made a mistake in the provided data or instruction. ZYLO is under no obligation to provide you with a refund or compensation of any sort for erroneous transactions caused by your input of inaccurate data.

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Blockchain Data

Blockchain transactions are irreversible, and any information stored in  the Blockchain will remain publicly viewable and immutable for an indefinite period of time. Your Blockchain Wallet Address and certain data will be displayed permanently and publicly. You agree to relinquish any right of rectification or to the erasure of personal data, which is not possible on most Blockchain networks.

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Use of third parties

We use third party exchanges and payment systems to settle your Orders. We’re not responsible or liable for any delay or errors made by them. We’re also not responsible for the consequences of any limits set by your or any third party wallet providers.

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Trades

Trades made for purposes of ZYLO’s execution of your order are usually settled using Blockchain and online payment systems (for the transfer of Fiat). ZYLO does not provide a settlement platform on its own and is not liable for any errors or delays in the functioning of settlement systems.

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Limits on Orders

We may impose certain limits on the minimum or maximum number of trades you can enter into in a given time. We can set and change these limits at our discretion.

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Cancelling Orders

We reserve the right to cancel your Order, without advance notice to you, if we don’t receive the correct purchase price from you in time. In the event that an Order is canceled because we don’t receive the correct purchase price from you in time, you may be required at ZYLO’s discretion to bear the costs of resending Fiat money to you. For purposes of clarity,  the price paid needs to be exactly equal to the purchase price indicated by ZYLO.‍​​

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5. Your Obligations

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Representations and warranties​​

You represent and warrant to us when you enter these Terms and on an ongoing basis:

• you meet the Eligibility Criteria,

• any information you provide to us is true and accurate,

• you comply with all applicable laws and regulations when using the Service.

• you have full lawful ownership of the payment accounts and wallets you’re transferring to and from,  

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and

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• you will not engage in any activity, directly or indirectly, that would cause us to be in violation of any laws, rules, and regulations applicable to you and us, including but not limited to (i) any applicable laws designed to fight the funding of terrorism and money laundering (including but not limited to the anti-money laundering and anti-terrorism laws, rules), and (ii) economic sanctions programs of India, the United States, United Nations, Canada, European Union, or the United Kingdom, or of any other countries where you have informed by us in writing that you conduct business.

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• you will not access or use the Services to engage in activities relating to gambling or similar games of chance, 

• you will not access or use the Service for purposes of accessing, streaming or downloading pornographic content of any kind.

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You further understand that you are solely liable for any legal claim, any financial penalties and/or other liability of ours arising thereof, and will compensate and following notice by us will reimburse us within 14 days all costs, including, but not limited to: legal consulting expenses, court costs, fines, financial penalties and expenditure on disputes. You will promptly notify us in writing at legal@zylo.digital if you learn that you have engaged in any activity in material violation of the foregoing laws, rules, or regulations.

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Use restrictions​

When using the Services, you must behave lawfully and not breach these Terms  in any way. In particular, you agree that you won’t:

• use the Services for anything unlawful, criminal, harmful or fraudulent,

• access, store, distribute or transmit viruses, malicious code or other harmful technologies,

• expropriate data or do anything that infringes the intellectual property rights of a third party,

• reverse engineer, copy, modify, data scape, automate or re-sell any part of the Services,

• use someone else’s email address to access the Services or allow anyone else to access the Services using your email address,

• use any automated system to send more request messages to our servers than a human can reasonably produce in the same period or put an unreasonably large load on our infrastructure, and

• use the Services to exchange Digital Assets that are regulated securities, derivatives or financial instruments.

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Unauthorised access​

You must tell us immediately if there has been any unauthorised access to your ZYLO account or data by emailing connect@zylo.digital. We won’t be liable for any loss you suffer of any kind and this includes a loss as a result of you giving access to your account to anyone else or for any other incidents which derive from access to your account for any reason.

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​​6. Term, Termination & Suspension

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Term​

These Terms start when you access and use the Services and continue to apply until terminated by either you or us.

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When we can terminate or suspend your access​

We can immediately suspend your access to and use of the Services or terminate these Terms without advance notice or liability to you if:

• you no longer meet the Eligibility Criteria,

• you breach these Terms,

• you don’t pay our Fees, or

• we’re instructed or required to do so by a governmental body, law or regulation.

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Please be aware that at any time, ZYLO, subject to its sole discretion, is entitled to terminate your access to the services, including ZYLO’s right to: refuse processing, cancel and reverse any transaction, regardless of if corresponding funds have been debited from your payment method; suspend, restrict or terminate a ZYLO user.

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Consequences of our suspension or termination​

If you’ve initiated an order or trade before we terminate or suspend your access, we’ll return the relevant Fiat currency or Virtual Digital Assets to you unless law or regulation doesn’t allow us to. Anything in these Terms which is intended to survive termination - including your indemnity, taxes, warranty disclaimers, IP, and governing law  - will remain in force.

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7. Intellectual Property​

All intellectual property rights in ZYLO and the services are owned by us and remain owned by us. You’re not allowed to reproduce or store any part of ZYLO, our services or marks in any way without our prior written permission which we may deny for any given reason.

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8. Data Protection​

We comply with all applicable data protection laws at all times and only use your personal data to provide you with the Services. Check out our Privacy Policy for full details on what we collect, why we need it and how we look after it.‍

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9. Disclaimers​

 

Warranty disclaimer​

ZYLO SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT ANY WARRANTY UNDER THESE TERMS AND TO THE EXTENT ALLOWED BY APPLICABLE LAW ALL EXPRESS OR IMPLIED CONDITIONS, REPRESENTATIONS, AND WARRANTIES INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, SATISFACTORY QUALITY, OR ARISING FROM A COURSE OF DEALING, USAGE, OR TRADE PRACTICE, OR WARRANTY OF NON-INFRINGEMENT ARE DISCLAIMED.

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IN NO EVENT SHALL ZYLO, ITS AFFILIATES AND SERVICE PROVIDERS, OR ANY OF THEIR RESPECTIVE OFFICERS, DIRECTORS, AGENTS, JOINT VENTURERS, EMPLOYEES, CONTRACTORS,  OR REPRESENTATIVES, BE LIABLE  FOR ANY LOST PROFITS, DIMINUTION IN VALUE OR BUSINESS OPPORTUNITY, ANY LOSS, DAMAGE, CORRUPTION OR BREACH OF DATA OR ANY OTHER INTANGIBLE PROPERTY OR ANY SPECIAL, INCIDENTAL, INDIRECT, INTANGIBLE, OR CONSEQUENTIAL DAMAGES, WHETHER BASED IN CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR OTHERWISE, ARISING OUT OF OR IN CONNECTION WITH AUTHORIZED OR UNAUTHORIZED USE OF THE ZYLO SERVICES OR THESE TERMS, EVEN IF AN AUTHORIZED REPRESENTATIVE OF ZYLO HAS BEEN ADVISED OF OR KNEW OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES.

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ZYLO MAKES NO REPRESENTATIONS ABOUT THE ACCURACY, ORDER, TIMELINESS OR COMPLETENESS OF HISTORICAL OR CURRENT ELIGIBLE DIGITAL ASSETS PRICE DATA AVAILABLE THROUGH THE ZYLOS SERVICES. ZYLO WILL MAKE REASONABLE EFFORTS TO ENSURE THAT REQUESTS FOR TRANSACTIONS ARE PROCESSED IN A TIMELY MANNER BUT ZYLO  MAKES NO REPRESENTATIONS OR WARRANTIES REGARDING THE AMOUNT OF TIME NEEDED TO COMPLETE PROCESSING (WHICH IS DEPENDENT UPON MANY FACTORS, INCLUDING THOSE OUTSIDE OF OUR CONTROL), AND ZYLO SHALL NOT BE LIABLE FOR ANY LOSSES OR DAMAGES WHICH YOU MAY INCUR AS A RESULT OF ANY DELAY IN THE PROVISION OF THE SERVICES.‍

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11. Liability

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Liability we can’t exclude​

We don’t exclude liability for fraud, death or personal injury caused by negligence, or anything which cannot be excluded by law.‍

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Exclusions​

We’re not liable for:

• loss which isn’t reasonably foreseeable, including any indirect or consequential losses,

• loss of data, funds, Digital Assets or any losses you suffer as a result of price fluctuations, inaccuracies in price information given in relation to Digital Assets or non-availability of Digital Assets, and

• Force Majeure: loss resulting from anything outside of our reasonable control, which includes anything any third party does or fails to do, including third party exchanges, token issuers and/or wallet providers, delay or failure due to any act of God, act of civil or military authorities, act of terrorists, civil disturbance, war, strike or other labor dispute, fire, interruption in telecommunications or Internet services or network provider services, failure of equipment and/or software, other catastrophe or any other occurrence which is beyond our reasonable control and shall not affect the validity and enforceability of any remaining provisions.

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In no event shall you have any recourse, whether by setoff or otherwise, with respect to our obligations, to or against any assets of any person or entity other than ZYLO, including, without limitation, any member, shareholder, Affiliate, investor, employee, officer, director, agent or advisor of ZYLO.​​​​

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12. Indemnity​

You agree to indemnify and hold harmless ZYLO and its Affiliates, and their respective employees, managers, officers, directors, partners and shareholders from any losses, damages, suits and expenses, of whatever kind, including reasonable legal fees and the costs of any trades (e.g. any Network Fees) that we incur in connection with or arising out of your access to or use of the Services, or our activities in connection with such Services, and for your breach of these Terms or violation of any law, regulation, order or other legal mandate, or the rights of a third party, or any act or omission by you or any person acting on your behalf while using the Services, regardless of whether the specific use was expressly authorized by you.

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13. Other Important Information

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Nobody else has any rights under these Terms​​

These Terms are a contract between you and us. No other person shall have any rights to enforce any of its terms.

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Even if we delay in enforcing this contract, we can still enforce it later

If we don’t immediately insist that you do something you are required to do under these Terms, or if we delay in taking steps against you in respect of your breach, we can still do so later on.

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Severability​

If any provision in these Terms found to be unenforceable, that provision shall be severed with the remainder of these Terms remaining in full force and effect.

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Entire Agreement

These Terms constitute a complete and exclusive agreement between you and ZYLO. In the event of inconsistency or discrepancy between the Terms and any other document accompanying it, the Terms shall prevail.

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Governing law and jurisdiction

Unless expressed otherwise or inadmissible by law, these Terms and all documents and contractual rights and obligations arising in relation to the Services,  are governed by the Governing Law and the courts of the Jurisdiction have exclusive jurisdiction to hear disputes in connection with them.

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Complaints

If you have any questions or a complaint about ZYLO or the Services, drop us an email at connect@zylo.digital.