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Zenrise Loyalty Program Terms of Use

These Zenrise Loyalty Program Terms of Use, as may be amended from time to time (the “Terms”) apply to your access to and use of the websites, platform, software, technologies, features, and other online products and services provided or made available by Horizen Foundation a Cayman Islands foundation company ("Horizen," "we," "us," or “our”) in connection with the Zenrise Loyalty Program (the “Program”), including, but not limited to, the rewards dashboard, tracking systems, and associated services (collectively, the “Services”).

For purposes of these Terms, “user”, “you”, and “your” means you as the user of the Services. If you use the Services on behalf of a company or other entity, then “you” includes you and that entity, and you represent and warrant that (a) you are an authorized representative of the entity with the authority to bind the entity to these Terms, and (b) you agree to these Terms on the entity’s behalf.

PLEASE READ THESE TERMS CAREFULLY AS THEY CONTAIN IMPORTANT INFORMATION AND AFFECT YOUR LEGAL RIGHTS. BY CLICKING TO ACCEPT AND/OR USING OUR SERVICES, YOU AGREE TO BE BOUND BY THESE TERMS AND ALL OF THE TERMS INCORPORATED HEREIN BY REFERENCE. IF YOU DO NOT AGREE TO THESE TERMS, YOU MAY NOT ACCESS OR USE THE SERVICES. YOUR PARTICIPATION IN THE LOYALTY PROGRAM IS ENTIRELY VOLUNTARY, BUT IF YOU ARE PARTICIPATING, YOU MUST STRICTLY ADHERE TO THE TERMS.

Definitions​

In addition to terms defined elsewhere in these Terms, the following capitalized terms will have the meanings set forth below:

  • “Disputes” has the meaning set forth in the “Dispute Resolution; Binding Arbitration” section.

  • “Horizen Parties” means Horizen, its affiliates, suppliers, licensors, and their respective officers, directors, employees, and agents.

  • “Program Dashboard” means the official web interface, dashboard, or application provided by Horizen for users to interact with the Program, track XP, and view Rewards.

  • “Program Period” means the period during which the Program is active, commencing on the date prescribed by Horizen and continuing until terminated by Horizen in its sole discretion.

  • “Rewards” means any benefits, digital items, goods, services, discounts, or other items of value made available for redemption of XP, as described in the Program Dashboard or any applicable Rewards Policy.

  • “Rewards Policy” means the then-current program rules, redemption terms, and policies applicable to Rewards, as published in the Program Dashboard or otherwise made available by Horizen, as may be updated from time to time.

  • “Services” means the websites, platform, software, technologies, features, and other online products and services provided or made available by Horizen in connection with the Program, including the Program Dashboard.

  • “XP” means the experience points or other similar digital units accumulated by users for participation in the Program.

Privacy Policy​

Please refer to our Privacy Policy, as may be amended from time to time in accordance with its terms, available at https://www.horizenlabs.io/privacy (the "Privacy Policy"), for information about how we collect, use, and disclose information. You acknowledge and agree that your use of the Services is subject to our Privacy Policy, which is incorporated herein by reference.

Changes to Terms​

Horizen may update the Terms at any time, at its sole discretion. If it does so, Horizen will deliver a notice either by posting the updated Terms on its website, on any applicable blog or forum used for sharing information or through other communications. It’s important that you review any and all updated Terms. If you continue to utilize the Services after Horizen has posted updated Terms, you agree to be bound by the updated Terms. If you don’t agree to be bound by the updated Terms, then you may not utilize the Services anymore.

User Account and Responsibilities​

You agree to provide accurate, current, and complete information in connection with your account and to update such information as necessary. You are responsible for safeguarding your account credentials, and you agree not to disclose them to any third party. You are solely responsible for any and all activities or actions that occur under your account, whether or not you have authorized such activities or actions. You must immediately notify Horizen of any unauthorized use of your account.

Ownership​

The Services, including their “look and feel” (e.g., text, graphics, images, logos, page headers, button icons, and scripts), proprietary content, information and other materials, and all content and other materials contained therein, including, without limitation, Horizen and Zenrise brands, logo and all designs, text, graphics, pictures, data, software, sound files, other files, and the selection and arrangement thereof are the proprietary property of us or our affiliates, licensors, or users, as applicable, and you agree not to take any action(s) inconsistent with such ownership interests. We and our affiliates, licensors, and users, as applicable, reserve all rights in connection with the Service and its content, including, without limitation, the exclusive right to create derivative works.

You grant Horizen a perpetual, irrevocable, nonexclusive, royalty-free, worldwide, fully-paid, and sublicensable license to use, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, and display any feedback, comments, or suggestions you provide in connection with the Services or Program, without any compensation or obligation to you.

Duration of the Loyalty Program​

The Loyalty Program will commence on the date prescribed by Horizen and continue until terminated by Horizen in its sole discretion (“Program Period”). You acknowledge that you know the Loyalty Program is a dynamic initiative and as such, subject to changes in structure and duration. Notwithstanding any other information provided by Horizen regarding the Loyalty Program (including on its website, social media or through other communications), Horizen may change, discontinue, or terminate, temporarily or permanently, all or any part of the Loyalty Program, at any time and without notice, at its sole discretion.

Upon termination of the Program or your account for any reason, all unredeemed XP and any rights to claim unfulfilled Rewards will be immediately forfeited and void, and you will have no further claims against Horizen with respect to such XP or Rewards, unless otherwise required by applicable law. Horizen may, in its sole discretion, cancel any pending or unfulfilled Rewards upon termination.

Eligibility for Loyalty Program​

You may participate in the Program only if you meet the following criteria and continue to meet them throughout the Program Period: (a) you are 18 years or older and capable of forming a binding contract with Horizen; (b) you are not the subject of sanctions administered or enforced by any country or government (including but not limited to the United States, United Kingdom, European Union, or United Nations) or otherwise designated on any list of prohibited or restricted parties (including but not limited to the U.S. Treasury Department's List of Specially Designated Nationals and Blocked Persons) and you are not a citizen, organized, or resident in a country or territory that is the subject of comprehensive country-wide or territory-wide sanctions (including, as of the date of these Terms, Cuba, Iran, North Korea, Syria, and the Crimea, Donetsk, and Luhansk regions of Ukraine); and (c) your participation is not prohibited by any applicable law. Your participation, including the earning of XP and redemption of Rewards, is conditioned on your ongoing compliance with these Terms. Horizen reserves the right to require you to provide information for identity or eligibility verification (KYC) at any time, including as a condition to redeeming Rewards.

Notwithstanding any information provided by Horizen regarding the Loyalty Program, Horizen may change or modify at any time the number of participants eligible to participate or the requirements of the Program and terminate any participant’s participation at any time. The Loyalty Program may operate in certain phases. Your selection or participation in any one phase does not imply that you will be selected for any other phases.

Program XP (Experience Points)​

In your use of the Loyalty Program, you may accumulate “XP” (Experience Points), which are virtual items with no monetary value. XP does not constitute any currency or property of any type and confers no legal or equitable rights. Subject to these Terms, XP may be redeemable for rewards as specified in the Program dashboard or as otherwise communicated by Horizen, at the sole discretion of Horizen.

XP are not transferable between users, and you may not attempt to sell, trade, or transfer any XP outside of the Program, or obtain any manner of credit using any XP. Any attempt to sell, trade, or transfer any XP will be null and void.

We may, in our sole discretion, decide to delete, wipe or otherwise remove XP at any time without notice, including, without limitation, the modification of the presence, amounts, or any other conditions applicable to the XP, without any liability to you or other users. Horizen does not guarantee that XP will continue to be offered for a specific length of time.

Rewards & Referral Conditions​

In the course of your engagement with the Loyalty Program, Horizen may, at its sole discretion, grant XP to participants who meet certain criteria. This includes the completion of designated activities, referrals, and challenges.

Referral Rewards:​

You acknowledge that rewards for referring other users are subject to specific anti-sybil conditions. Referral XP is only unlocked when the referred user meets the specific activity thresholds defined in the Program dashboard (e.g. verifying social accounts and earning a minimum amount of XP). Horizen reserves the right to withhold, cancel, or revoke XP if we detect any signs of botting, sybil attacks, or manipulation of the referral system.

Suspension and Forfeiture​

Notwithstanding any other provision of these Terms, Horizen reserves the right to suspend or terminate your account, freeze or forfeit any accumulated XP or Rewards, and/or claw back or require the return of any issued Rewards if Horizen, in its sole discretion, suspects or determines that you have engaged in fraud, abuse, policy violations, chargebacks, or any activity that is inconsistent with the spirit of the Program, or that an error has occurred in the crediting of XP or issuance of a Reward. All determinations by Horizen are final and binding.

Reward Availability​

All Rewards are subject to availability. Horizen may, in its sole discretion, substitute any Reward for one of equal or greater value, limit quantities, impose per-user caps, and restrict availability by geographic location or due to partner availability. The redemption of Rewards may be subject to additional terms and conditions as set forth in the Rewards Policy.

Prohibited Activities​

You agree not to engage in any of the following activities:

  • Use any automated means or form of scraping or data extraction to access, query or otherwise collect information from the Services;
  • Create multiple accounts, wallets, or social identities (Sybil attacks) to manipulate the XP system or leaderboard;
  • Use the Services in any manner that could interfere with, disrupt, negatively affect or inhibit other users from fully enjoying the Services, or that could damage, disable, overburden or impair the functioning of the Services;
  • Attempt to circumvent any content-filtering techniques we employ or attempt to access any feature or area of the Services that you are not authorized to access;
  • Develop, use, or deploy any software viruses or other harmful or malicious code in connection with the Services;
  • Exploit any bug, vulnerability, or other unintentional aspect of the Services to gain an unfair advantage;
  • Provide false, inaccurate, or misleading information to Horizen in connection with the Program;
  • Engage in any harassing, threatening, intimidating, predatory, or stalking conduct;
  • Violate any applicable laws, rules, or regulations in connection with your access to or use of the Services.

WARRANTY DISCLAIMERS; RISKS​

HORIZEN AND ITS AFFILIATES MAKE NO REPRESENTATIONS OR WARRANTIES OF ANY KIND WITH RESPECT TO THE SERVICES AND HEREBY DISCLAIM ALL SUCH WARRANTIES. THE SERVICES ARE PROVIDED “AS IS” AND "AS AVAILABLE" WITH ALL FAULTS AND WITHOUT WARRANTY OF ANY KIND. WITHOUT LIMITING THE FOREGOING, HORIZEN EXPLICITLY DISCLAIMS ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, QUIET ENJOYMENT, ACCURACY, AND NON-INFRINGEMENT, AND ANY WARRANTIES ARISING OUT OF COURSE OF DEALING OR TRADE USAGE. HORIZEN MAKES NO WARRANTY THAT THE SERVICES WILL MEET YOUR REQUIREMENTS OR BE AVAILABLE ON AN UNINTERRUPTED, SECURE, OR ERROR-FREE BASIS. HORIZEN MAKES NO WARRANTY REGARDING THE QUALITY, ACCURACY, TIMELINESS, TRUTHFULNESS, COMPLETENESS, OR RELIABILITY OF THE SERVICES OR ANY CONTENT OBTAINED THROUGH THE SERVICES. YOU ACKNOWLEDGE AND AGREE THAT: (A) THE LOYALTY PROGRAM MAY BE SUBJECT TO TECHNICAL UPDATES, CHANGES, OR DOWNTIME; (B) XP AND ANY REWARDS HAVE NO GUARANTEED VALUE AND MAY BE MODIFIED OR ELIMINATED AT ANY TIME; (C) THERE IS NO GUARANTEE THAT THE PROGRAM WILL CONTINUE FOR ANY SPECIFIC DURATION; AND (D) YOU ASSUME ALL RISKS ASSOCIATED WITH YOUR PARTICIPATION IN THE LOYALTY PROGRAM. NOTHING IN THESE TERMS CONSTITUTES LEGAL, TAX, FINANCIAL, OR INVESTMENT ADVICE, AND YOU SHOULD CONSULT YOUR OWN ADVISORS BEFORE PARTICIPATING IN THE PROGRAM.

LIMITATION OF LIABILITY​

TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT WILL THE HORIZEN PARTIES BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF USE, LOSS OF PROFITS, LOSS OF DATA, LOSS OF GOODWILL, LOSS OF XP, LOSS OF REWARDS, OR ANY OTHER INTANGIBLE LOSSES ARISING OUT OF OR RELATED TO THESE TERMS OR YOUR ACCESS TO OR USE OF (OR INABILITY TO ACCESS OR USE) THE SERVICES OR THE LOYALTY PROGRAM, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), STATUTE, OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT THE HORIZEN PARTIES HAVE BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGE. TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE AGGREGATE LIABILITY OF THE HORIZEN PARTIES TO YOU FOR ALL CLAIMS ARISING OUT OF OR RELATED TO THESE TERMS OR THE SERVICES, WHETHER IN CONTRACT, TORT, OR OTHERWISE, SHALL NOT EXCEED ONE HUNDRED U.S. DOLLARS ($100.00). THE LIMITATIONS AND EXCLUSIONS IN THIS SECTION WILL NOT APPLY TO LIABILITY FOR: (A) DEATH OR PERSONAL INJURY CAUSED BY OUR NEGLIGENCE; (B) FRAUD OR FRAUDULENT MISREPRESENTATION; OR (C) ANY OTHER LIABILITY THAT CANNOT BE EXCLUDED OR LIMITED BY APPLICABLE LAW. EACH PROVISION OF THESE TERMS THAT PROVIDES FOR A LIMITATION OF LIABILITY, DISCLAIMER OF WARRANTIES, OR EXCLUSION OF DAMAGES IS INTENDED TO AND DOES ALLOCATE THE RISKS BETWEEN THE PARTIES UNDER THESE TERMS. THIS ALLOCATION IS AN ESSENTIAL ELEMENT OF THE BASIS OF THE BARGAIN BETWEEN THE PARTIES.

You are solely responsible for determining and paying any and all taxes, duties, and other governmental charges and fees assessed or imposed on or with respect to any Rewards you receive. Horizen may require you to provide tax identification information (such as an IRS Form W-9 or equivalent) as a condition of redeeming certain Rewards and may report the value of Rewards to tax authorities as required by law.

You represent and warrant that you will comply with all applicable laws (e.g., local, state, federal and other laws) when using the Services, including, without limitation, all applicable export control and trade sanctions laws and regulations.

Indemnification​

To the fullest extent permitted by applicable law, you agree to indemnify, defend, and hold harmless the Horizen Parties from and against any and all claims, damages, liabilities, costs, and expenses (including reasonable attorneys' fees) arising from or related to: (a) your access to or use of the Services; (b) your violation of these Terms or any applicable law; (c) your violation of the rights of any third party; or (d) any fraud, negligence, or willful misconduct by you.

General Terms​

These Terms, together with the Privacy Policy and any other documents expressly incorporated by reference, constitute the entire agreement between you and Horizen regarding the subject matter hereof and supersede all prior or contemporaneous agreements, understandings, and communications, whether written or oral. In the event of a conflict between these Terms and any Rewards Policy or other communication, these Terms will control. Nothing herein shall constitute an employment, consultancy, joint venture, or partnership relationship between you and Horizen. You may not assign or transfer these Terms or your rights hereunder, in whole or in part, by operation of law or otherwise, without our prior written consent. We may assign these Terms at any time without notice or consent. The failure to require performance of any provision will not affect our right to require performance at any other time after that, nor will a waiver by us of any breach or default of these Terms, or any provision of these Terms, be a waiver of any subsequent breach or default or a waiver of the provision itself. If any provision of the Terms is held invalid or unenforceable by an arbitrator or a court of competent jurisdiction, that provision will be enforced to the maximum extent permissible and the other provisions of the Terms will remain in full force and effect. The following sections will survive the expiration or termination of these Terms: Definitions, Ownership, Warranty Disclaimers; Risks, Limitation of Liability, Indemnification, Compliance and Taxes, General Terms, and Dispute Resolution; Binding Arbitration. Horizen will not be liable for any delay or failure to perform resulting from causes outside its reasonable control, including acts of God, war, terrorism, riots, embargoes, acts of civil or military authorities, fire, floods, accidents, strikes or shortages of transportation facilities, fuel, energy, labor or materials (a "Force Majeure Event"). The Services may contain links to third-party websites or services. We are not responsible for the content, products, or services on or available from those third parties. You acknowledge sole responsibility for and assume all risk arising from your use of any third-party resources. These Terms will be governed by and construed in accordance with the laws of the Cayman Islands, without regard to its conflict of law principles. Except as otherwise provided herein, any notices or other communications provided by Horizen under these Terms will be given by posting to the Services or via email to the address associated with your account. Notices to Horizen must be sent to legal@horizen.io and The Horizen Foundation 3119 9 Forum Lane, Camana Bay, P.O Box 144, Grand Cayman KY1-9006

DISPUTE RESOLUTION; BINDING ARBITRATION. PLEASE READ THIS SECTION CAREFULLY AS IT AFFECTS YOUR LEGAL RIGHTS, INCLUDING YOUR RIGHT TO FILE A LAWSUIT IN COURT. You and Horizen agree that any dispute, claim, or controversy arising out of or relating to these Terms or the breach, termination, enforcement, interpretation, or validity thereof, or the use of the Services or the Program (collectively, "Disputes") will be resolved by binding arbitration, except that each party retains the right: (i) to bring an individual action in small claims court if it qualifies; and (ii) to seek injunctive or other equitable relief in a court of competent jurisdiction to prevent the actual or threatened infringement, misappropriation, or violation of a party's copyrights, trademarks, trade secrets, patents, or other intellectual property rights. The arbitration will be administered by the Cayman Islands Arbitration Centre in accordance with its rules then in effect. The governing law of this arbitration agreement shall be the laws of the Cayman Islands. There will be one arbitrator, the arbitration will be held in Grand Cayman, Cayman Islands, and the language of the arbitration will be English. The parties agree that the arbitrator shall have exclusive authority to decide all issues relating to the interpretation, applicability, enforceability and scope of this arbitration agreement. The arbitrator's fees will be split between the parties or as otherwise determined by the arbitrator. The arbitrator may award costs and fees to the prevailing party as permitted by applicable law. The proceedings and the outcome of the arbitration will be confidential, except to the extent necessary to enforce the award or as required by law. YOU AND HORIZEN AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. Further, unless both you and Horizen agree otherwise, the arbitrator may not consolidate more than one person's claims, and may not otherwise preside over any form of a representative or class proceeding. If this specific class action waiver is found to be unenforceable, then the entirety of this "Dispute Resolution" section will be null and void. Notwithstanding any other provision of these Terms, to the extent that any mandatory consumer protection law of your habitual residence requires application of that jurisdiction's law or grants its courts jurisdiction, this arbitration agreement shall not preclude such rights.