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Terms and Conditions

These Terms and Conditions ("Terms and Conditions" or “T&C” or "Agreement") apply to the User of the Isaidno.ooo (​https://isaidno.ooo)​ platform (hereinafter referred to the “User” or “You”) and are binding as an agreement between the User, Zulu Republich GmbH, a company incorporated under the laws of Switzerland, based in Bahnhofstrasse 21, 6300 Zug (hereinafter referred to as “Zulu” or the “Company”) and Thomas Contin, lawyer based in Switzerland Via Serafino Balestra 6, 6830 Chiasso (hereinafter referred to as the “Escrow Agent”) for the creation of a internet based escrow smart contract transaction (hereinafter referred to as the “Service”). By choosing to use the Service, You state that you accept these Terms and Conditions and your intention and agreement to be bound by them. If You do not want to agree to these Terms and Conditions, You must stop using the Service further. If You agree to these Terms and Conditions, You will be bound as follows:

1. Definitions

"Agreement" refers to this Agreement.
“Escrow Agent” refers to the lawyer based in Switzerland who acts as a trusted institutional party for the fulfillment of the scope of the Service.
“Local Escrow” refers to the account on OkEx secured by the Escrow Agent acting on behalf of Zulu.
“NoTokens” refer to the tokens issued by Zulu through the Service as described in this Agreement.
“OkEx” refers to the Exchange OkEx (​https://okex.com​).
“Platform” refers to the Isaidno.ooo Service and Website together.
“Service” refers to the Internet-based escrow smart contract transaction creation service conducted by Zulu through its website Isaidno.ooo (​https://isaidno.ooo​).
“Smart Contract” refers to the smart contracts developed by Zulu for the Isaidno.ooo platform.
“User” refers to the user of the platform Isaidno.ooo, who is also a valid and active OkEx user.
“Terms and Conditions” or “T&C” refer to these terms and conditions.
“Tokens” refer to tokens other than NoTokens.
“Website” refers to the website ​https://isaidno.ooo​.
“You” refers to the User.
“Zulu” refers to the Service provider and issuer of the NoTokens.

2. Service Description

Service is an Internet-based escrow smart contract transaction creation service conducted by Zulu through its website Isaidno.ooo. For the purpose of the Service, Zulu uses a Local Escrow account on OkEx secured by a trusted institutional party acting on behalf of Zulu, the Escrow Agent, and a series of ERC20 smart contracts that define tokens which represent the locally deposited assets in a 1:1 ratio (Wrappers). Based on such smart contracts, Zulu will issue and transfer to the User two kinds of NoTokens: NOBTC and NOUSDT.
Therefore, the User by sending tokens on OkEx with an off-chain transaction to the address of the Local Escrow will be able to automatically redeem, with the aid of the smart contracts, as much NoTokens as the Tokens deposited on the Local Escrow.
The holder of NoTokens will be able to redeem the Tokens deposited on the Local Escrow by sending the NoTokens to the address that will be specified by Zulu upon request of the User at the following mandatory conditions:
1. that the User has successfully completed all the formalities required by Zulu regarding the Know Yuor Customer and Anti Money Laundering (KYC/AML) applicable laws and regulations, and
2. that the Tokens on the Local Escrow are not locked and/or freezed by OkEx and/or any other third party which will have the authority to lock and/or freeze tokens on the OkEx Exchange platform.

3. Liquidity Pool and Trading

To provide reliable liquidity depth to NoTokens, at least one liquidity pool will be established by Zulu on Uniswap (​https://app.uniswap.org​), in order to full-scale trading of NoTokens and Tokens pairs.

4. Limitation on Service

Service is only available for goods that are legal and goods that are not excluded by Section 4 below. Limitations to the Service may apply and can be found on the Website or in the general escrow instruction. Only registered users of Isaidno.ooo and/or its third-party business partners can use the Service on the Platform. In order to be registered, You must provide all the necessary information requested on the Website. If you are accessing the Service via a third-party service provider, You agree to be bound by these Terms and Conditions, as well as any legal agreements said service provider have outlined in their Terms and Conditions.

5. Prohibited Transactions

User shall not use the Website or the Service in connection with:
  1. any transaction that is considered illegal or involves any illegal goods, or for any
  2. illegal purpose either for the jurisdiction where the User is based or has his/her/its
  3. domicile, and/or for the jurisdiction where Zulu and the Escrow Agent are based;
  4. ransom and or ransomware scams;
  5. transactions that directly or indirectly involve people (individuals or legal entities) with
  6. whom the person prohibited from engaging in accordance with export sanctions and controls managed by the Ministry of Finance, Trade and the State of the Country where the User, Zulu and the Escrow Agent are based;
In addition to the above mentioned cases, Zulu, at its sole discretion, may refuse to complete any transactions which Zulu and/or the Escrow Agent consider to be illegal and/or invalid. Each User agrees to indemnify and hold Zulu and the Escrow Agent free from losses resulting from any use or attempt to use the Services in violation of this Agreement.

6. Payment Refusal

Zulu and/or the Escrow Agent shall not be considered in any case responsible in the event that a Smart Contract rejects a Tokens transfer due to User errors and/or incompetence.

7. User Obligations

In order to be able to use the Service, the User hereby undertakes to comply with all the dispositions provided by these Terms and Conditions, and to follow any instruction given by Zulu in order to use the Service and the Platform.
The User hereby as well undertakes to provide Zulu and the Escrow Agent and any other third party acting on behalf of Zulu and/or on behalf of the Escrow Agent with all the information required in order to be compliant with the KYC/AML laws and regulations applicable to this Agreement.

8. Zulu Obligations

Zulu hereby undertakes to perform all the duties and the tasks that are clearly described in this Agreement.

9. Escrow Agent Obligations

The Escrow Agent shall provide Zulu and the User with the address and all useful details of the Local Escrow and he undertakes to perform all the duties and the tasks that are clearly described in this Agreement.

10. Fees

The User agrees to pay the appropriate fees for the Service disclosed on the website. Isaidno.ooo fees are non-refundable.

11. Security

The Isaidno.ooo platform and Zulu use a secure socket layer ("SSL"), a security protocol that provides data encryption, server authentication, and message integrity for connections to the Internet to ensure that the data You provide is not sent over the Internet un-encrypted. and can't be seen by unauthorized people. The Isaidno.ooo platform and Zulu also implements a security system that requires a user ID and password to access your transactions on the Website. You agree not to give your password to other people or entities and protect it from being used or discovered by others.

12. Limitation of liability

The User expressly agrees that the use of the Service is at his/her/its sole risk. The Services are provided on a strictly "as is" and "as available" basis. Zulu MAKES NO WARRANTY WITH REGARD TO THE UNDERLYING TRANSACTION, ANY ITEMS OBTAINED BY THE USER THROUGH THE USE OF THE WEBSITE OR THE SERVICE, THAT THE SERVICES WILL MEET USER’S REQUIREMENTS, OR THAT THE SERVICE OR THE WEBSITE WILL BE UNINTERRUPTED, TIMELY, OR ERROR FREE.
TO THE EXTENT PERMITTED BY APPLICABLE LAW, NEITHER ZULU AND/OR THE ESCROW AGENT OR ITS/TEIR AFFILIATES WILL BE LIABLE FOR ANY DAMAGES, DIRECT, INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL, RELATED TO THE USE OF THE WEBSITE OR THE SERVICE OR THE USER’S INABILITY TO USE THE WEBSITE OR THE SERVICE.
TO THE EXTENT PERMITTED BY APPLICABLE LAW, NEITHER ZULU AND/OR THE ESCROW AGENT OR ITS/THEIR AFFILIATES WILL BE LIABLE IN CASE THE EXCHANGE WILL WITHOUT LIMITS FREEZE AND/OR LOCK THE TOKENS SENT TO THE LOCAL ESCROW.
TO THE EXTENT PERMITTED BY APPLICABLE LAW, NEITHER ZULU AND/OR THE ESCROW AGENT OR ITS/TEIR AFFILIATES WILL BE LIABLE IN CASE THE EXCHANGE OKEX WILL FOR ANY REASON NOT OPERATE ANYMORE.

13. Termination of Service

Zulu may suspend or stop your use of the Service and/or the Website at any time, without notice for any reason, at the sole discretion of Zulu itself. Unless guaranteed by risks to the security, privacy or integrity of the Service, Zulu will endeavor to give the User prior notice of the suspension or termination of the Service. The User will in any case remain responsible for all transactions made through the Service prior to termination.

14. Indemnification

The User undertakes to indemnify and hold Zulu and/or the Escrow Agent and/or its/their affiliates and each officer, director, shareholder, employee and designated party, harmless from any claims, requests, expenses or damages, including reasonable attorneys' fees and court fees, arising out of or related to his/her/its use of the Service or any violation of this Agreement, rules contained in the Website.

15. Representation And Warranties

By using the Service, the User agrees to these Terms and Conditions and in particular, he/she/it represents and warrants that he/she/it:

  1. has read and understood the content of these Terms and Conditions;
  2. is authorized and has full power to send the Tokens the Local Escrow according to
  3. the laws that apply in their jurisdiction of domicile;
  4. is not a U.S. citizen, resident or entity (a “U.S. Person”) nor is he/she/it purchasing
  5. NoTokens or signing on behalf of a U.S. Person;
  6. is not a Chinese resident nor is he/she/it using the Service of a Chinese resident;
  7. has provided true and accurate information within any KYC/AML procedure linked to
  8. the Service;
  9. does not act on behalf of any third party which has not been disclosed in the
  10. KYC/AML procedure;
  11. is familiar with all related regulations in the specific jurisdiction in which they are
  12. based and that purchasing cryptographic tokens in that jurisdiction is not prohibited,
  13. restricted or subject to additional conditions of any kind;
  14. lives in a jurisdiction which allows Zulu to sell the NoTokens through the Service
  15. without requiring any local authorization;
  16. is the solely responsible for determining whether the acquisition of NoTokens is
  17. appropriate for them;

16. Miscellaneous

Severability / Good Faith

Should any part or provision of these T&C be held to be invalid or unenforceable by any competent Court, governmental or administrative authority having jurisdiction, the other provisions of these T&C shall nonetheless remain valid and be replaced with a substitute provision that best reflects the economic intentions of the replaced provision without being unenforceable. The same shall apply if and to the extent that these T&C are found to contain any gaps or omissions.

No Partnership and/or joint venture

By transferring cryptocurrency to the Local Escrow, no form of partnership or joint venture or any similar relationship between the User and the Company and/or the setting up of the Isaidno.ooo platform is created.
Purchasing of NoTokens by the User in no way creates any exclusive relationship between the User and the Company, nor any partnership, joint venture, employment, or agency.

No Waiver

The failure of any of the Company to enforce any of the provisions of these T&C or any rights with respect thereto shall in no way be considered as a waiver of such provisions or rights or in any way affect the validity of these T&C.

Entire Agreement & Severability

These T&C and any amendments or modifications made by the Company from time to time, shall constitute the entire agreement between you and the Company.

17. Applicable Law and Jurisdiction

This Agreement is subject to and governed by Swiss law to the exclusion of Swiss International Private Law and any International Treaties.
All disputes arising from or under this Agreement shall be subject to the exclusive jurisdiction of the competent Court of Zug (Switzerland)