Zota Technology (CA) Inc.
This is a contract between you and Zota Technology (CA) Inc. ("Zota", "Company", "we", "us", or "our"), a corporation organized and existing under the laws of Canada. Zota is registered as a Money Services Business ("MSB") with the Financial Transactions and Reports Analysis Centre of Canada ("FINTRAC") under the Proceeds of Crime (Money Laundering) and Terrorist Financing Act ("PCMLTFA"), under registration number C100000950. FINTRAC registration relates to Zota’s obligations under Canadian anti-money laundering and anti-terrorist financing law; it is not a licence, endorsement or guarantee of Zota’s solvency or of the merits of any Crypto Asset.
1.1. In this document, references to we/our/us are to Zota. Any references to Customer/you/your are references to you as an end user accessing Zota’s services through a Merchant (as defined below). This Agreement applies to your use of the following products and services (the "Service" and "Services"):
1.2. Zota provides the On-Ramp Service on a business-to-business-to-consumer ("B2B2C") basis. This means that Zota partners with third-party platforms, exchanges, wallets, and other service providers (each, a "Merchant") who integrate the On-Ramp Service into their own products for use by their end users. You access the On-Ramp Service through a Merchant’s platform, application, or interface (each, a "Merchant Platform"); the Merchant, and not Zota, acts as the Merchant of Record in respect of the Merchant Platform and the products and services made available through it. Zota’s only direct points of interaction with you are (i) the collection and verification of your identity information, and (ii) the receipt of your fiat payment as the purchase price for an Order.
1.3. The technology underlying the On-Ramp Service is utilized by Zota pursuant to a licence agreement with its affiliate (the "Affiliate"). While Zota is the contracting party providing the Services to you and remains solely responsible for the performance of its obligations under this Agreement, certain technological components, software, and infrastructure used to deliver the Services are owned by, developed by, or licensed from the Affiliate. References to the Services in this Agreement include the licensed technology. The Affiliate does not have any direct contractual relationship with you under this Agreement.
1.4. Please read this document carefully, as it sets out the terms and conditions on which Zota will provide the Services to you. By using the Services, you agree that you have read, understood, and accepted all of the terms and conditions contained in this Agreement, as well as our privacy policy available at https://zotatech.ca/privacy-policy (the "Privacy Policy"), which forms part of this Agreement.
1.5. This Agreement will govern the use of the Services provided by Zota. By using the Services, you agree to be bound by the terms and conditions of this Agreement. If you do not agree to any of the terms in this Agreement, or any subsequent modification to this Agreement, you will not be permitted to use the Services. This Agreement will come into effect when you confirm electronically, including by selecting an acceptance box, that you agree to it and to the Privacy Policy.
1.6. We may from time to time make changes to the terms of this Agreement. Unless specifically indicated otherwise, any change will take effect immediately when the revised Agreement is posted through one of our communication channels. We will use reasonable efforts to provide you with advance notice of material changes to this Agreement where possible through the Merchant Platform or by email. Your use of the Services after the effective date of a change to this Agreement means you have read and accepted the changes. If you do not agree with any changes, you must stop using the Services.
1.7. You may need to accept additional terms in order to use the Services, including terms and conditions of the Merchant through whose Merchant Platform you access the On-Ramp Service, and terms of any third-party payment processors or financial service providers ("Third-Party Partners"). Your agreements with such parties are separate from this Agreement, and Zota is not responsible for products or services provided to you by any third party.
1.8. If you are using the Services on behalf of a company, organization, or other legal entity (a "Business"), you represent and warrant that you are authorized to bind that Business to these Terms, and that you accept these Terms on behalf of the Business. In this case, references to “you” and “your” shall mean both you as an individual and the Business on whose behalf you are acting.
1.9. Use of Crypto Assets may be illegal or restricted in some jurisdictions. It is your responsibility to know the regulatory requirements concerning transactions with Crypto Assets in your jurisdiction before using the Services.
For the purposes of this Agreement:
YOU HAVE UNDERSTOOD, ACKNOWLEDGED, AND ACCEPTED THE FOLLOWING:
3.1. The risk of loss in purchasing, trading, or holding Crypto Assets can be substantial. You should carefully consider whether purchasing Crypto Assets is suitable for you in light of your financial condition. The price or value of Crypto Assets can change rapidly, decrease, and potentially fall to zero.
3.2. You acknowledge that Zota is not responsible for safeguarding or holding your Crypto Assets, or any private keys or other security information to access your Crypto Assets. Zota is not responsible for any loss of Crypto Assets resulting from theft, loss, or mishandling of private keys or other security information outside its control.
3.3. Every purchase of Crypto Assets is confirmed on the respective blockchain network of that Crypto Asset. Confirmation may take varying periods of time. An Order is not complete until it is confirmed on the applicable network. Crypto Assets associated with Orders in a pending state will be designated accordingly.
3.4. Zota does not provide investment, financial, tax, or legal advice. The Services do not constitute, and shall not be understood as, an offer or solicitation of an offer to buy or sell Crypto Assets, or as investment advice or a recommendation to purchase any Crypto Asset. You should seek independent professional advice before making any financial decisions.
3.5. You acknowledge and understand that the Crypto Asset market is decentralized and dynamic, and that the value and prices of Crypto Assets can be highly unpredictable and extremely volatile. Before you confirm an Order, you will be shown the exchange rate or pricing method, any spread or markup, each fee, the amount of Crypto Assets expected to be delivered, the total amount payable and the period for which the quote is valid. If the quote expires before your Order is accepted, you will be shown a new quote and asked to confirm it. Zota does not guarantee any particular exchange rate or commercial result.
To be eligible to use any of the Services, you confirm that you:
5.1. Once you have completed the registration and identity verification process, Zota will provide the On-Ramp Service to you through the applicable Merchant Platform.
5.2. Zota does not act as the Merchant of Record; the Merchant is the Merchant of Record in respect of the Merchant Platform and the transactions you conduct on it. Zota acts as your agent in arranging the purchase of Crypto Assets from one or more liquidity providers and does not sell Crypto Assets to you as principal. Zota does not operate an exchange, order book or trading platform.
5.3. Zota will deliver Crypto Assets to the Wallet address indicated at the time of the Order, subject to the conditions of this Agreement. It is your sole responsibility to ensure that the Wallet address provided is correct and compatible with the Crypto Asset being purchased.
5.4. At no point during the purchase process will Zota hold, safeguard, or have custody of your Crypto Assets. Until delivery, Crypto Assets used to fulfil an Order are owned by the liquidity provider and are not held for you or on your behalf. Any operational control Zota has over the transfer is solely to complete delivery and does not create a custody, trust or fiduciary relationship. Zota does not host Wallets and is not a custodian of your funds or assets. Your Wallet is hosted and administered by the Merchant (or, where applicable, by another third party or by you), and your rights in respect of that Wallet are governed by your agreement with the Merchant.
5.5. Orders through Zota are executed individually, one by one.
5.6. Zota DOES NOT provide trading accounts, investment accounts, brokerage accounts or facilities, nor does Zota provide investment, financial, or any other professional advice.
5.7. You acknowledge that Zota is not a licensed bank, hence Zota does not act as a custodian and does not accept deposits within the meaning of the Bank Act (S.C. 1991, c. 46). Funds provided by you in connection with an Order are for the sole purpose of completing the fiat-to-crypto conversion and are not held as deposits, do not earn interest and are not insured by the Canada Deposit Insurance Corporation. You may pay only from a payment method held in your name; payments from third-party accounts will be rejected and returned to their source, subject to Applicable Laws. Your card issuer may treat a card purchase of Crypto Assets as a cash advance and charge related fees or interest. Your payment is the purchase price for the Crypto Assets arranged for you, together with any disclosed fees, and is applied only to complete your Order or, if the Order is not completed, refunded in accordance with Section 11.5. Zota does not hold funds on your behalf for future withdrawal or transfer, does not maintain a payment account or stored balance for you, and does not provide payment services to you.
6.1. To use the Services, you will need to complete an identity verification process ("KYC") in accordance with applicable Canadian anti-money laundering and know-your-customer requirements. Zota utilizes the identity verification services of IDenfy, a third-party identity verification provider, to conduct KYC checks on end users. By using the Services, you acknowledge and consent to Zota sharing your personal information and identity documents with IDenfy for the purpose of identity verification. You agree and represent that you will use the Services only for yourself and not on behalf of any third party, unless you are an authorized representative of a Business as described in Section 1.8. You must inform us immediately if you are acting on behalf of, or at the direction of, any other person.
6.2. As part of the KYC process conducted through IDenfy, you may be required to provide certain personal information including, but not limited to, your name, address, telephone number, email address, date of birth, government-issued identification (such as passport, driver’s licence, or national identity card), and a live selfie or biometric photograph for verification purposes. In providing us with this or any other information that may be required, you confirm that the information is accurate and correct and you agree to keep us updated if any of the information you provide changes. We will treat this information in accordance with Zota’s Privacy Policy, IDenfy’s privacy policy, and Applicable Laws.
6.3. You authorize us and our designated identity verification provider, IDenfy, to make enquiries, whether directly or through third parties, that we consider necessary to verify your identity or protect you and/or us against fraud or other financial crime, and to take action we reasonably deem necessary based on the results of such inquiries. When we carry out these enquiries, you acknowledge and agree that your personal information may be disclosed to IDenfy, credit reference agencies, fraud prevention agencies, and other relevant third parties, and that these agencies may respond to our enquiries in full. The identity verification process is an identity check only and should have no adverse effect on your credit rating.
6.4. Failure to provide any information that Zota reasonably requests pursuant to Applicable Laws, including the PCMLTFA and its regulations, shall be grounds for the suspension or termination of the provision of Services to you and/or the termination of this Agreement.
6.5. Where you access the On-Ramp Service through a Merchant’s Merchant Platform, you may also be required to complete the Merchant’s own registration and verification processes. This Agreement applies in full regardless of any other terms you agree to with a Merchant.
7.1. The use of the Services is subject to limits on the volume and value of transactions you may conduct in a given period (e.g., daily, monthly, or annually). Your transaction limits may vary depending on your payment method, the level of identity verification completed, the Merchant through which you access the Services, and other factors. We reserve the right to change applicable limits as we deem necessary.
7.2. We may require you to submit additional information and provide additional records if you wish to increase your limits ("Enhanced Due Diligence"). In our discretion, we may refuse to raise your limits, or we may lower your limits at a subsequent time even if you have completed Enhanced Due Diligence.
7.3. If you are, or become, a politically exposed foreign or domestic person, a head of an international organization, or a family member or close associate of any such person (each, a "PEP"), as defined under the PCMLTFA and its regulations, you must promptly disclose this status to Zota. Zota may require additional documentation, including evidence of source of wealth and source of funds, and may apply enhanced monitoring to your Account. Failure to disclose PEP status may result in immediate suspension or termination of the Services.
8.1. You will be able to exchange your fiat currency to Crypto Assets through the On-Ramp Service via a Merchant Platform, subject to applicable fees, limits, and the availability of the requested Crypto Asset.
8.2. Acceptance by us of an Order does not guarantee that you will receive the corresponding amount of Crypto Assets. The Order is conditional upon actual receipt by us of your funds from your credit card, debit card, bank transfer, or other accepted payment method, as well as payment of any applicable fees. An Order is accepted only when Zota issues an order confirmation stating the fiat amount, Crypto Asset and network, exchange rate or pricing method, fees, destination Wallet address and estimated amount to be delivered. Zota will make the order confirmation and this Agreement available to you in a form you can retain.
8.3. Zota will only execute transactions upon successful completion of all applicable compliance screenings, including sanctions checks, risk profiling, address ownership validation, and fraud analysis. Any Order may be held, delayed, or rejected until all such checks are completed to Zota’s satisfaction.
8.4. Zota may charge fees for your use of the Services, including a service fee, network fees and conversion fees (as applicable), and any third-party charges passed through to you at cost. Zota may change its pricing and fees from time to time, but any change will apply only to Orders placed after it takes effect. All fees, including any spread or markup, will be disclosed to you before you confirm an Order, and Zota will not add a fee after you confirm an Order that was not disclosed before confirmation, except an amount imposed by law.
8.5. Subject to the Order being honoured by your bank, card provider, or other relevant payment party, Crypto Asset purchases shall be delivered to the Wallet address provided by you at the time of the Order as soon as reasonably practicable after the transaction has been confirmed by the applicable blockchain network. Orders that are in a pending state will not be delivered to the Wallet. Delivery is complete when the transfer is confirmed on the applicable blockchain network, and title to and risk in the Crypto Assets pass to you on delivery. If a transfer is dropped by the network or otherwise fails to confirm, Zota will re-initiate the transfer or refund the Order under Section 11.5.
8.6. You are responsible for maintaining an adequate balance and/or sufficient credit limits in order to avoid overdraft, non-sufficient funds, or similar fees charged by your financial services provider, and you will be solely responsible for any related fees.
8.7. We reserve the right to refuse to process, or to cancel or reverse, any transaction in our sole discretion, even after funds have been debited from your linked payment method, if we suspect the transaction violates this Agreement, Applicable Laws, or any criteria related to fraud prevention or risk management. If Zota refuses or cancels an Order before the Crypto Assets are delivered, Zota will refund the amount received to your original payment method in accordance with Section 11.5, unless Applicable Laws require Zota to freeze or withhold the funds. Zota is under no obligation to allow you to reinstate an Order at the same price or terms.
8.8. The Parties acknowledge that Zota, as an MSB dealing in virtual currency, is subject to the travel rule requirements under the PCMLTFA (section 9.5) and the Proceeds of Crime (Money Laundering) and Terrorist Financing Regulations (SOR/2002-184) (the "PCMLTFR"), section 124.1. Where applicable, you agree to provide accurate and verifiable originator and beneficiary information for transfers of CAD 1,000 or more or as otherwise required under Applicable Laws. Zota may reject or delay transactions where such information is missing, inconsistent, or unverifiable. Zota screens Wallet addresses and transactions using blockchain analytics and may decline an Order where a Wallet address has direct or indirect exposure to sanctioned persons or illicit activity. Zota may be required to report completed or attempted transactions to FINTRAC, including suspicious transaction reports and large virtual currency transaction reports, and may be prohibited by law from telling you about any such report or the reason for a restriction.
9.1. Zota does not provide any Wallet service and does not hold, safeguard, or administer any private keys or other security information or Crypto Assets for its Customers.
9.2. When using the On-Ramp Service, you will be asked to provide or confirm a Wallet address for the delivery of purchased Crypto Assets. The Wallet address may be provided by you directly, provided automatically by the Merchant, or associated with your account on the Merchant Platform. In each case, you represent that the Wallet is held in your name and is owned and controlled solely by you (or, where it is hosted by the Merchant or another third party, is held for you alone), and that no other person owns, controls or has access to it. Zota will not deliver Crypto Assets to a Wallet owned or controlled by a third party.
9.3. It is your sole responsibility to provide a true, accurate, and complete Wallet address when placing an Order. You understand and agree that Zota accepts no liability for you providing an incorrect or inaccurate Wallet address. Zota will not, and has no obligation to, verify whether the Wallet address you provide is correct.
9.4. Zota may require you to complete address ownership verification for your Wallet (via Address Ownership Proof Protocol (“AOPP”) or any other applicable means) prior to the delivery of Crypto Assets. Failure to complete address ownership verification to Zota’s satisfaction may result in the delay or cancellation of your Order.
9.5. You acknowledge and agree that you bear all risk of any loss of access to your Wallet and any Crypto Assets contained therein. Zota does not control and is not responsible for Crypto Assets in your Wallet. If you lose your private keys, you may lose access to your Wallet and any Crypto Assets it contains. Zota is not liable for fluctuations in the value of Crypto Assets in your Wallet.
10.1. Zota will use good faith efforts to fulfil Orders at the time they are placed, including the applicable fees and costs. However, from time to time, it may be necessary for Zota to delay fulfilment of an Order. In such cases, we will notify you prior to the completion of your Order of the amount of Crypto Assets you will receive and the applicable price, including associated fees and costs.
10.2. Zota does not have control over transaction times for blockchain networks, and there may be instances where transaction times take longer than usual. You accept the risk that an Order facilitated by Zota may be delayed and confirm that you will not hold Zota responsible for any losses, damages, or injury arising out of or related to such delay.
10.3. Zota processes transactions during business hours. Orders submitted outside of business hours or on weekends or statutory holidays may be processed on the next Business Day. Execution of transactions is subject to system availability, liquidity conditions, and compliance screening. Settlement delays may also occur due to third-party infrastructure providers, blockchain congestion, or required risk approvals.
10.4. Zota may settle outgoing Crypto Asset transactions on a batched basis, subject to operational efficiency and liquidity constraints. Individual transactions may be grouped for execution at intervals, provided this does not materially delay final settlement beyond twenty-four (24) hours from the time of Order confirmation.
11.1. Once you have placed an Order and it has been submitted for processing, it cannot be cancelled or recalled.
11.2. All Orders are final. Once Crypto Assets have been delivered to the Wallet address provided at the time of the Order, whether by you or by the Merchant, Zota’s obligation to you is discharged and you shall have no claim or right against Zota in relation to that delivery.
11.3. Once a Crypto Asset transaction has been broadcast to the applicable blockchain network, it is irreversible and cannot be recalled or retrieved under any circumstances.
11.4. It is your sole responsibility to be vigilant against fraud or mistake and to keep your private keys safe. Zota will not issue refunds for Crypto Assets already delivered, regardless of whether you were the victim of fraud, mistake, or loss of private key.
11.5. Notwithstanding the above, if an Order is rejected, cancelled or fails for any reason before the Crypto Assets are delivered, Zota will refund the amount received to your original payment method, less only any fee that Applicable Laws permit Zota to retain and that was disclosed to you before you confirmed the Order. Zota will initiate the refund within five (5) Business Days after the funds are available to it, unless Applicable Laws require Zota to freeze or withhold the funds. Your payment provider may take additional time to credit the refund.
12.1. Representations. As a condition to accessing or using the Services, you represent and warrant to Zota that:
12.2. Prohibited Conduct. You agree that you will not:
12.3. You acknowledge and agree that Zota may investigate any potentially prohibited conduct and reserves the right, in its sole discretion, to (a) terminate your access to the Services, (b) report your activity to relevant law enforcement or regulatory authorities, and (c) take any other action Zota deems reasonable or necessary.
You are solely responsible for determining whether, and to what extent, any taxes apply to any transactions associated with the Services. You must withhold, collect, report, and remit the correct amounts of taxes to the appropriate tax authorities. Zota does not provide tax advice, and nothing in this Agreement shall be construed as tax advice.
14.1. You access the On-Ramp Service through a Merchant Platform. Zota is responsible only for the On-Ramp Service itself – that is, the fiat-to-crypto conversion, the collection of your fiat funds by Zota’s Affiliate for that purpose, and the associated Order execution, and Zota’s direct interaction with you is limited to those functions. The Merchant is the Merchant of Record, is responsible for your Account and, where the Merchant hosts your Wallet, for that Wallet and the custody of your Crypto Assets following delivery, and every other aspect of your relationship with the Merchant Platform. All other services, features, or products available through the Merchant Platform are provided by the Merchant and are governed by the Merchant’s own terms and conditions.
14.2. Zota makes no representations or warranties regarding the Merchant, the Merchant Platform, or any services provided by the Merchant. Zota is not responsible for the accuracy, availability, reliability, or completeness of information or content available through the Merchant Platform.
14.3. Your use of the Merchant Platform is subject to the Merchant’s terms and conditions, privacy policies, and other applicable agreements. Any disputes related to the Merchant Platform or the Merchant’s services should be directed to the Merchant.
14.4. The integration of the On-Ramp Service into a Merchant Platform does not imply any endorsement, partnership, joint venture, or agency relationship between Zota and the Merchant beyond the commercial arrangement for the provision of the On-Ramp Service.
Relationship with the Affiliate
14.5. The technology underlying the On-Ramp Service is provided to Zota by its Affiliate under a licence agreement. Zota is the sole party responsible for the delivery of the Services to you under this Agreement. The Affiliate does not have any direct contractual relationship with you, and you have no claims, rights, or obligations vis-à-vis the Affiliate under this Agreement.
14.6. Zota and its Affiliate may share data, including personal information, to the extent necessary for the provision, maintenance, improvement, and security of the Services and the underlying technology, in accordance with Applicable Laws and Zota’s Privacy Policy.
14.7. Neither Zota nor its Affiliate makes any guarantee regarding the uninterrupted availability, error-free operation, or security of the underlying technology. The disclaimers and limitations of liability set forth in Section 18 apply equally to any claims related to the technology licensed from the Affiliate.
15.1. Zota may: (a) refuse to complete, block, or cancel transactions you have authorized; (b) suspend, restrict, or terminate your access to any or all of the Services; and/or (c) deactivate or cancel your Account with immediate effect where:
15.2. In the case of any such suspension, Zota shall make reasonable efforts to inform you, provided that such disclosure is not in breach of any Applicable Law and would not compromise Zota’s reasonable security measures or any ongoing investigation.
15.3. Zota shall not be liable to you for any losses you may suffer as a result of any reasonable action it takes to suspend, restrict, or terminate access under this Section 15.
15.4. Notwithstanding the above, we may suspend, restrict, or terminate your access to any or all of the Services and/or deactivate or cancel your Account, without reason, by giving you at least three (3) Business Days’ notice.
15.5. In the event that you or we terminate this Agreement or your access to the Services, you will remain liable for all amounts due under this Agreement prior to termination, including all fees and charges.
16.1. Zota and its licensors own all right, title, and interest, including all intellectual property rights, in and to the Services, including any related content, technology, software, and documentation, unless otherwise indicated.
16.2. Subject to this Agreement, Zota hereby grants you a personal, limited, revocable, non-exclusive, non-sublicensable, non-transferable licence to use the Services solely for their intended purpose as described herein. You acquire no other rights to the Services other than those expressly specified in this Agreement.
16.3. “Zota”, “Zota Technology (CA)”, “Zota Technology”, and all logos related to the Services are trademarks or registered marks of Zota or its licensors. You may not copy, imitate, or use them without our prior written consent.
17.1. We are committed to keeping your personal information safe. We process personal information in accordance with applicable data protection legislation, including the Personal Information Protection and Electronic Documents Act ("PIPEDA") and applicable provincial privacy legislation.
17.2. Our Privacy Policy, available at https://zotatech.ca/privacy-policy, explains how we collect, use, disclose, retain and protect your personal information. By accepting this Agreement, you confirm that you have read the Privacy Policy and consent to the collection, use and disclosure of your personal information as described in it, including for identity verification, anti-money laundering and sanctions screening, and travel-rule transfers. We retain records for the periods required by Applicable Laws, including at least five (5) years for records required under the PCMLTFA, and may retain information for longer where permitted for legal claims, regulatory obligations, fraud prevention or dispute resolution.
17.3. In the event that Zota becomes aware of a personal data breach that could affect you or your personal information, Zota shall, where the breach creates a real risk of significant harm to you, notify you as soon as feasible after determining that the breach has occurred and shall take reasonable steps to mitigate or remedy the effects of such breach in accordance with PIPEDA and Applicable Laws.
17.4. You acknowledge and consent to Zota sharing your personal information with: (a) the Affiliate, as necessary for the provision, maintenance, and security of the underlying technology; (b) IDenfy, for the purpose of identity verification and KYC checks; (c) Merchants, as necessary for the facilitation of your transactions; (d) Third-Party Partners, payment processors, and banking partners; and (e) regulatory authorities, law enforcement, and other governmental bodies, in each case as reasonably necessary for the provision of the Services and compliance with Applicable Laws. Some of these recipients, including IDenfy and the Affiliate, may be located outside Canada, and your personal information may be processed and stored outside Canada, where it may be accessible to the courts, law enforcement and regulatory authorities of those jurisdictions.
18.1. No Representations or Warranties.
THE SERVICES ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. EXCEPT TO THE EXTENT PROHIBITED BY APPLICABLE LAW, OR TO THE EXTENT ANY STATUTORY RIGHTS APPLY THAT CANNOT BE EXCLUDED, LIMITED, OR WAIVED, NEITHER ZOTA, THE AFFILIATE, NOR ANY OTHER RELATED PARTY MAKES ANY REPRESENTATIONS OR WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE REGARDING THE SERVICES. ZOTA EXPRESSLY DISCLAIMS ALL WARRANTIES, INCLUDING ANY IMPLIED OR EXPRESS WARRANTIES OF: (A) MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, OR QUIET ENJOYMENT; (B) ARISING OUT OF ANY COURSE OF DEALING OR USAGE OF TRADE; (C) THAT THE SERVICES WILL BE ACCURATE, UNINTERRUPTED, ERROR-FREE, OR FREE OF HARMFUL COMPONENTS; AND (D) THAT ANY CRYPTO ASSETS WILL BE SECURE OR NOT OTHERWISE LOST OR ALTERED.
18.2. Limitations of Liability.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, NEITHER ZOTA, THE AFFILIATE, NOR ANY OF THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, OR SERVICE PROVIDERS WILL BE LIABLE TO YOU FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES (INCLUDING DAMAGES FOR LOSS OF PROFITS, REVENUES, OPPORTUNITIES, GOODWILL, USE, DATA, OR OTHER INTANGIBLE LOSSES), EVEN IF ZOTA HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. FURTHER, ZOTA WILL NOT BE RESPONSIBLE FOR ANY COMPENSATION, REIMBURSEMENT, OR DAMAGES ARISING IN CONNECTION WITH: (A) YOUR INABILITY TO USE THE SERVICES; (B) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES; (C) ANY UNAUTHORIZED ACCESS TO, ALTERATION OF, OR DELETION, DESTRUCTION, DAMAGE, LOSS, OR FAILURE TO STORE ANY OF YOUR DATA; (D) ANY CHANGE IN VALUE OF ANY CRYPTO ASSET; OR (E) ANY DAMAGE, LOSS, OR INJURY RESULTING FROM HACKING, TAMPERING, OR OTHER UNAUTHORIZED ACCESS OR USE OF THE SERVICES.
IN ANY CASE, ZOTA’S AGGREGATE LIABILITY UNDER THIS AGREEMENT SHALL NOT EXCEED THE TOTAL AMOUNT YOU PAID FOR THE ORDER GIVING RISE TO THE CLAIM. THIS LIMIT DOES NOT APPLY TO ZOTA’S FRAUD OR WILFUL MISCONDUCT, ZOTA’S OBLIGATION TO DELIVER THE CRYPTO ASSETS OR REFUND AMOUNTS YOU PAID UNDER AN ACCEPTED ORDER, OR ANY LIABILITY THAT APPLICABLE LAW DOES NOT PERMIT TO BE LIMITED.
18.3. Nothing in this Agreement shall exclude or restrict any liability of Zota resulting from: (a) death or personal injury caused by negligence; (b) fraud or fraudulent misrepresentation; or (c) any statutory liability not capable of limitation under Applicable Laws.
To the extent permitted by Applicable Laws, you agree to defend, indemnify, and hold harmless Zota, its Affiliates, and their respective directors, officers, employees, contractors, agents, licensors, and affiliates from and against all claims, damages, losses, liabilities, costs, and expenses (including reasonable legal fees) arising out of or relating to: (a) your unlawful or fraudulent use of the Services; (b) your breach of this Agreement or violation of Applicable Laws; (c) your provision of inaccurate, misleading, or incomplete information; (d) a dispute between you and any third party, including any Merchant; or (e) your alleged or actual infringement or misappropriation of any third party’s intellectual property or other rights. If you use the Services as an individual consumer, this Section 19 applies only to losses arising from your fraud, wilful misconduct or breach of Applicable Laws, and does not require you to indemnify Zota for Zota’s own breach or negligence.
Neither party will be liable for any loss caused directly or indirectly by circumstances beyond its reasonable control, including but not limited to acts of God, government restrictions or actions, exchange or market rulings, acts of civil or military authority, national emergencies, natural disasters, wars, riots, acts of terrorism, pandemics, industrial disputes, failure or malfunction of any telecommunication or computer service, blockchain network disruptions, cyberattacks, smart contract failures, chain forks, or significant increases in blockchain transaction costs (e.g., gas fees) rendering a transaction economically unviable. In such cases, Zota reserves the right to suspend or delay the affected transaction until resolution or stability is restored.
21.1. Governing Law. This Agreement and any action related thereto will be governed by and construed in accordance with the laws of the Province of Ontario and the federal laws of Canada applicable therein, without regard to conflict of laws principles, but subject to any mandatory consumer protection, privacy or other laws of your province or territory of residence. The courts of the Province of Ontario have jurisdiction, subject to any right you have under mandatory law to bring a proceeding in your province or territory of residence. Nothing in this Section 21 prevents you from using an applicable consumer complaint process or either party from seeking urgent injunctive relief.
21.2. Informal Resolution. Before either party initiates any formal proceeding, the parties agree to make a good-faith attempt to resolve any dispute arising out of or relating to this Agreement by informal negotiation. The party initiating the dispute must send written notice to the other party describing the dispute and the relief sought. The parties shall have sixty (60) days from receipt of such notice to attempt to resolve the dispute informally.
21.3. Class Action Waiver. IF YOU USE THE SERVICES ON BEHALF OF A BUSINESS, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, YOU AGREE THAT ANY DISPUTE RESOLUTION PROCEEDINGS WILL BE CONDUCTED ONLY ON AN INDIVIDUAL BASIS AND NOT IN A CLASS, CONSOLIDATED, OR REPRESENTATIVE ACTION. THIS SECTION 21.3 DOES NOT APPLY TO INDIVIDUAL CONSUMERS AND DOES NOT LIMIT ANY RIGHT YOU HAVE UNDER APPLICABLE CONSUMER PROTECTION LAW TO BRING OR PARTICIPATE IN A CLASS PROCEEDING.
22.1. Entire Agreement. This Agreement, together with the Privacy Policy and any documents expressly incorporated by reference, constitutes the entire agreement between you and Zota regarding the subject matter herein and supersedes all prior or contemporaneous representations, understandings, or agreements.
22.2. No Relationship. Nothing in this Agreement shall be construed to create any partnership, joint venture, employment, or agency relationship between you and Zota.
22.3. Assignment. You may not assign or transfer any of your rights or obligations under this Agreement. Zota may assign or transfer this Agreement, in whole or in part, without restriction, including as part of a merger, acquisition, or other corporate reorganization, provided that such transfer does not materially impact the quality of the Services you receive.
22.4. Waiver. The failure by Zota to enforce any provision of this Agreement will not constitute a present or future waiver of such provision. All waivers by Zota must be in writing to be effective.
22.5. Severability. If any provision of this Agreement is determined to be invalid or unenforceable under Applicable Law, such provision will be severed and the remaining provisions will continue in full force and effect.
22.6. Language. This Agreement and all communications in connection herewith shall be in English. In the event of any inconsistency between an English language version and a translation, the English language version shall prevail.
22.7. Survival. All provisions of this Agreement which by their nature extend beyond its termination or expiration shall survive, including without limitation Sections 3, 11, 13, 16, 18, 19, 20, 21, and this Section 22.
23.1. All notices and communications in connection with this Agreement must be in English and in writing.
23.2. Notices to Zota must be sent to:
Zota Technology (CA) Inc.
333 Bay Street, Suite 3400, Toronto, Ontario, M5H 2S7, Canada
Email: Support@zotatech.ca
23.3. Notices to you will be sent to the email address associated with your Account or through the Merchant Platform.
23.4. If you have any complaints or questions regarding the Services, please contact us at Support@zotatech.ca. We will acknowledge receipt of your complaint within two (2) Business Days and provide a substantive response within thirty (30) calendar days, subject to any shorter period required by Applicable Laws. If you remain dissatisfied, you may contact any regulator, consumer protection authority or other complaint body that applies to Zota or to your province or territory, and our final response will identify these options.
If you have questions, complaints, or claims concerning the Services, you may contact us at:
Zota Technology (CA) Inc.
333 Bay Street, Suite 3400, Toronto, Ontario, M5H 2S7, Canada
Email: Support@zotatech.ca
Website: Zotatech.ca