ZLX | Terms and Conditions
Last Modified: January 1, 2025
Executive Summary
By purchasing ZLX tokens, you confirm that you understand they are solely a utility token used to support our mission and are not intended for speculative or profit-making purposes. Zenith Labs X is a registered 501(c)(3) non-profit technology accelerator dedicated to fueling innovation through community participation and decentralized governance. If you do not agree to these terms, please refrain from using our Services.
1. Important Legal Disclaimers
1.1 ZLX is Not an Investment or Security
- Utility Purpose: ZLX is a utility token designed exclusively to support the funding and operations of Zenith Labs X.
- No Ownership or Profit Rights: ZLX does not confer any ownership, equity, profit-sharing, dividends, or rights to influence private business matters.
- Speculative Disclaimer: By purchasing ZLX, you confirm that you understand it is solely a utility token used to support our mission and is not intended for speculative or profit-making purposes.
- Regulatory Note: No federal, state, or regulatory authority has endorsed ZLX or assessed its fairness or suitability.
1.2 No Political or Governmental Affiliation
- Zenith Labs X and ZLX are not affiliated with any political campaign, governmental agency, or regulatory body.
- ZLX does not represent any political ideology or endorse any candidate, lobbying group, or legislation.
1.3 Compliance with Applicable Laws
- The purchase, sale, and use of ZLX must comply with all applicable laws in your jurisdiction.
- You are solely responsible for ensuring that your use of ZLX aligns with regulations (including tax, anti-money laundering (AML), and know-your-customer (KYC) requirements) applicable in your region.
- ZLX has not been registered under the securities laws of any jurisdiction.
2. Who Can Use the Services?
2.1 General Requirements
- Eligibility: The Services are available only to individuals and entities legally capable of entering into binding agreements under applicable law.
- Age Requirement: You must be at least 18 years old (or the applicable age of majority in your jurisdiction).
- Entity Requirements: Entities must be duly incorporated, validly existing, and in good standing.
2.2 Prohibited Users
The Services are not available to:
- Sanctioned individuals or entities (including those subject to U.S. or international sanctions).
- Persons residing in jurisdictions where purchasing digital assets like ZLX is illegal.
- Entities attempting to use ZLX for money laundering, fraud, or other illegal activities.
3. Purchasing and Using ZLX
3.1 How to Acquire ZLX
You may purchase ZLX tokens through:
- Direct Purchase: Tokens are available via our tiered pricing structure on our platform.
- Exchange Listings: We plan to list ZLX on Solana-based decentralized exchanges (DEXs) and centralized exchanges (CEXs) to ensure liquidity.
Note: A basic KYC process, including EIN verification for entities, is required to ensure regulatory compliance.
3.2 No Refunds or Reversals
- Finality of Transactions: All ZLX transactions are final. Due to the nature of blockchain technology, transactions cannot be reversed or refunded.
- User Responsibility: You are responsible for verifying transaction details (including wallet addresses) before sending funds. We are not liable for any loss resulting from incorrect or misdirected transactions.
3.3 Governance & Participation
- Voting Rights: All ZLX token holders can vote on governance decisions.
- Proposal Submission: Only token holders with at least 2.5% of the total ZLX supply may submit proposals.
- Governance Scope: Governance decisions include selecting Entrepreneurs-in-Residence, approving funding for accelerator projects, and shaping strategic non-profit initiatives.
- Minimum Funding Threshold: Until Zenith Labs X raises at least $10,000,000 in funds from ZLX token sales, no governance or participation rights (including voting or proposal submissions) will be active. This threshold ensures that all legal, financial, and regulatory structures are in place before full governance activation. Once the $10 million minimum is reached, governance rights will be activated as described.
4. Security & Risks
4.1 Blockchain Risks
- Irreversibility: Blockchain transactions are irreversible and final.
- Volatility: Cryptographic assets like ZLX are subject to significant price fluctuations.
- Technological Vulnerabilities: Zenith Labs X is not responsible for technological failures, smart contract bugs, or network security issues.
- Due Diligence: Users are encouraged to conduct their own research before engaging in any transactions.
4.2 Cybersecurity & Fraud Prevention
- We will never contact you requesting personal information, private keys, or wallet credentials.
- Only trust official communication channels (please verify through our website).
- Always verify transaction details before proceeding.
- Store your ZLX tokens in a secure, Solana-compatible wallet.
5. Compliance & Legal Considerations
5.1 Taxes & Reporting
- You are solely responsible for reporting and paying any taxes applicable to your ZLX transactions.
- Zenith Labs X does not provide tax advice; please consult a professional advisor.
5.2 Future Smart Contract Audits
- A comprehensive smart contract security audit is scheduled.
- We will provide a link to the audit report once available.
- Zenith Labs X is not responsible for any unforeseen security vulnerabilities prior to the audit.
6. Dispute Resolution & Legal Provisions
6.1 Governing Law & Jurisdiction
- These Terms are governed by the laws of the State of Delaware, USA, without regard to its conflict of law principles.
6.2 Arbitration Agreement
- Any disputes arising from ZLX transactions or use of the Services shall be resolved through binding arbitration in Delaware, in accordance with the rules of the American Arbitration Association.
- No class-action lawsuits or jury trials are permitted.
6.3 Limitation of Liability
- To the fullest extent permitted by law, Zenith Labs X shall not be liable for any indirect, incidental, or consequential damages.
- The maximum liability for any claim shall not exceed $500 USD.
- You waive any right to seek punitive or statutory damages.
7. Definition of Net Proceeds
For the purposes of ZLX token sales, "Net Proceeds" refers to the total funds received from token sales ("Gross Proceeds") after deducting the following fees:
- Payment Processing Fees: Charges incurred by third-party payment processors.
- Administrative Fee: A 4% fee of the Gross Proceeds allocated for services rendered in managing and executing the sale
- SOL Rent Exemption Fee: The cost associated with making each recipient’s associated token account (ATA) rent-exempt on the Solana blockchain. For each ATA created, an amount equal to or greater than the required rent-exempt balance (typically around 0.00203928 SOL, subject to change) will be deducted. In practice, this may be rounded up (e.g., to 0.01 SOL per account) to cover fluctuations in the rent structure.
The remaining funds after these deductions constitute the Net Proceeds, which are allocated directly to Zenith Labs X. Zenith Labs X reserves the right to adjust or postpone future minting and cycle releases based on funding needs, with such changes communicated in advance.
8. Intellectual Property Rights
- All content, trademarks, logos, and other intellectual property on our Website or provided through our Services are the property of Zenith Labs X or its licensors.
- You are granted a limited, non-exclusive, non-transferable license to access and use the Services for personal, non-commercial purposes.
- Any unauthorized use of our intellectual property is strictly prohibited.
9. User Obligations and Responsibilities
By using our Services, you agree to:
- Provide accurate and complete information during transactions.
- Maintain the confidentiality and security of your wallet credentials.
- Comply with all applicable laws and regulations.
- Refrain from engaging in any activity that could harm or disrupt the Services.
10. Risk Disclosure
Engaging with ZLX involves certain risks, including but not limited to:
- Market volatility of utility tokens.
- Regulatory uncertainties.
- Technological risks inherent in blockchain technology.
By participating in ZLX transactions, you acknowledge and accept these risks among others.
11. Termination and Suspension
Zenith Labs X reserves the right to suspend or terminate your access to the Services, including the Website and any associated accounts, at our sole discretion, without prior notice, for reasons including, but not limited to:
- Violation of these Terms and Conditions.
- Engagement in fraudulent, illegal, or unauthorized activities.
- Actions that compromise the security or integrity of the Services.
Upon termination or suspension, your right to use the Services will immediately cease. Provisions that by their nature should survive termination (e.g., intellectual property rights, disclaimers, indemnity, and limitations of liability) will remain in effect.
12. Amendments to These Terms
Zenith Labs X reserves the right to suspend or terminate your access to the Services, including the Website and any associated accounts, at our sole discretion, without prior notice, for reasons including, but not limited to:Zenith Labs X reserves the right to update or modify these Terms and Conditions at any time without prior notice. The most current version will always be available on our Website. Your continued use of the Services after any changes constitutes acceptance of the new Terms and Conditions. Updates and changes will be communicated via community proposals, discussion boards, and/or our newsletter, "The Weekly Wiggle."
13. Severability
If any provision of these Terms and Conditions is found to be unenforceable or invalid under applicable law, that provision shall be modified to achieve its objectives to the greatest extent possible under the law, and the remaining provisions shall continue in full force and effect.
15. Contact Us
If you have any questions or concerns about these Terms and Conditions or the Services, please contact us at:
Glossary
- Services: Refers to the ZLX website, token sale platform, governance interfaces, and any related digital or physical services provided by Zenith Labs X.
- ZLX Tokens: The utility tokens issued on the Solana blockchain by Zenith Labs X to support innovation and governance.
- Net Proceeds: The total funds received from the sale of ZLX tokens after deducting payment processing fees and administrative fees.
- Direct Purchase: The process of acquiring ZLX tokens directly through our platform at a tiered pricing structure.
- Governance: The process by which token holders vote on strategic and operational proposals related to Zenith Labs X.Net Proceeds: The total funds received from the sale of ZLX tokens after deducting payment processing fees and administrative fees.
- ZLX-VETO Token: A separate token that grants the designated holder veto authority over governance proposals that may conflict with Zenith Labs X’s mission.
- KYC (Know Your Customer): A process used to verify the identity of users to ensure regulatory compliance.
- AML (Anti-Money Laundering): Regulations designed to prevent money laundering and other illegal financial activities.
- DEX/CEX: Decentralized and Centralized Exchanges, respectively, where ZLX tokens may be listed for trading.
- Tiered Pricing Structure: A sales model where tokens are sold in multiple tiers with varying prices, designed to reflect market conditions and funding requirements.
