AGREEMENT

a. “Airdrop” means a distribution of a new Crypto Asset resulting from the ownership of a pre-existing Crypto Asset. 

b. “Annualized Earnings Percentage” means the percentage of Earnings that may be received by the User on the Invested Crypto Assets.

c. “Business Day” means a day on which ZebPay is open for business. 

d. “Closing Option” means the right of ZebPay to return the Invested Crypto Assets prior to the expiry of the Fixed Term or Renewal Term (as the case may be) without any deduction, subject to the terms of this Agreement and in particular Section 4 (iv).

e. “Deposit” means the deposit of Crypto Assets by User with ZebPay pursuant to and in accordance with the terms of this Agreement and the Term Sheet.

f. “Crypto Assets”  means a digital representation of a value or of a right that is able to be transferred and stored electronically using distributed ledger technology or similar technology (commonly known as cryptocurrencies or virtual digital assets).

g. “Effective Date” means the date on which Invested Crypto Assets are deposited by User under the Earn Program.

h. “End Date” means the date on which the Invested Crypto Assets become due in full, whether by expiry of Fixed Term, Exit Option or Closing Option. 

i. “Exit Option” means the right of User to seek the immediate return of the entirety of the   Invested Crypto Assets at any time prior to the expiry of the Fixed Term or Renewal Term (as the case may be), subject to this Agreement and in particular Section 4 (iii).

j. “Fixed Term” means a term with a pre-determined date, at the end of which Invested Crypto Assets shall be returned along with the applicable Earnings to User.

k. “Hard Fork” means a permanent divergence in the blockchain (e.g., when non-upgraded nodes cannot validate blocks created by upgraded nodes that follow newer consensus rules, or an airdrop or any other event which results in the creation of a new Crypto  Asset).

l. “Earnings” means the returns paid by ZebPay to User under the Earn Program.

m. “Earn Program” is an initiative of ZebPay, under which ZebPay offers Earnings in Crypto Assets to its Users when Users make a Deposit on the ZebPay Platform.

n. “Renewal Term” shall have the meaning ascribed to it in Section 4 (ii).

o. “Term” means, with respect to a given Deposit, the period from the Effective Date through the End Date.

p. “Term Sheet” shall have the meaning ascribed to it in Section 2(i).

q. “Fixed Term with Auto-Renewal Option”means a Deposit transaction where User at the time of making the Deposit has opted for the automatic renewal of either (i) only the Invested Crypto Assets; or (ii) the sum of the Invested Crypto Assets and the Total Accrued Earnings. 

r. “Total Accrued Earnings” means the Earnings gained by User at the end of the Fixed Term and Renewal Term (if any),  or on the day ZebPay exercises the Closing Option.

s. “User Email” means User’s email address as registered  with ZebPay.

t. “Invested Crypto Assets” means a Deposit of User’s Crypto Assets with ZebPay under the Earn Program, pursuant to and in accordance with this Agreement and the applicable Term Sheet. In the event any new or different  Crypto Assets is created or split by a Hard Fork or other alteration in the underlying blockchain, such new or different Crypto Assets shall not be deemed to become Invested Crypto Assets.

The “Earn” feature on the ZebPay App (available on Google Play Store or Apple App Store) and on www.ZebPay.com (collectively the, “ZebPay Platform”) indicates all details of the Earn Program including, but not limited to, the Crypto Assets available under the Earn Program, Annualized Earnings Percentage and Fixed Term duration. Under the Earn Program, when User deposits Crypto Assets with ZebPay, User will be entitled to Earnings as per the terms in this Agreement. As a precondition to Deposit of the Invested Crypto Assets to ZebPay, User must read, understand and agree with the terms of this Agreement. ZebPay may from time to time, at its sole discretion, add or remove Crypto Assets from the Earn Program. ZebPay may also, at any time, and at its sole discretion, discontinue the Earn Program.

Before User proceeds with the Deposit of the Invested Crypto Assets to ZebPay, User shall click on the “I have read and understood the terms of this Agreement” and by clicking the same, User agrees to have read, understood and accepted each term contained herein and agrees to be bound by the same. The Deposit shall only be accepted by ZebPay, and this Agreement shall be valid, once User has accepted the terms of this Agreement on the ZebPay Platform, under the “Earn” feature. Contemporaneously, for the purposes of memorialising the agreed terms, an auto-generated term sheet will be sent to User Email with the agreed terms (“Term Sheet”). The Term Sheet shall contain the following information:-

i. Fixed Term: Where User has opted for a Deposit transaction with a Fixed Term, the Parties agree that upon the expiry of the Fixed Term, the entirety of the Invested Crypto Assets and the Total Accrued Earnings, shall be delivered to User’s wallet on the ZebPay Platform. 

ii. Fixed Term with Auto-Renewal Option: Where User opts for Fixed Term with Auto-Renewal Option, ZebPay shall, based on the User’s election, continue to keep the Deposit of either (i) the Invested Crypto Assets; or (ii) the sum of the Invested Crypto Assets and the Total Accrued Earnings, for subsequent identical Fixed Terms (each, a “Renewal Term”), and the applicable Annualized Earnings Percentage in respect of a Renewal Term shall be based on the prevailing available rates under the Earn Program as on the date of auto renewal.

iii. Exit Option: User shall have an Exit Option, whereby User may exit an active Deposit transaction prior to the end of the Fixed Term or Renewal Term (as the case may be) by clicking on the “Exit” tab under each active Deposit transaction and seek the return of the Invested Crypto Assets (the “Recall Assets”). In the event User exercises the Exit Option:

iv. Closing Option: Notwithstanding anything to the contrary contained elsewhere in this Agreement, ZebPay shall have a Closing Option whereby ZebPay may notify User by sending an email to User Email, of ZebPay’s intent to close an active Deposit transaction prior to the expiry of the Fixed Term or Renewal Term (as the case may be).  ZebPay shall provide said notice at least one Business Day prior to the date on which ZebPay will repay all of the Invested Crypto Assets.  In the event ZebPay exercises the Closing Option, ZebPay shall (a) redeliver the Invested Crypto Assets and (b) pay Total Accrued Earnings Rewards, accrued as on the date of ZebPay exercising the Closing Option to User.

v. Hardfork / Airdrops: In the event of a Hard Fork in the blockchain for any Invested Crypto Assets or an Airdrop, any active Deposit transactions shall remain unaffected and shall continue without any change whatsoever.

i. Subject to Section 3(ii) below, the term of this Agreement shall commence on the Effective Date and shall terminate as follows:

ii. Termination for Cause: Notwithstanding anything to the contrary contained in this Agreement, ZebPay reserves the right to exercise the Closing Option and terminate this Agreement immediately, at any time, in the event of any of the following:

User hereby represents and warrants to ZebPay as follows:

User undertakes to ZebPay that the foregoing representations and warranties will remain true and accurate throughout the term of this Agreement and any Deposit transaction.

Each Party shall be solely liable for the payment of its taxes arising out of or in connection with this Agreement.

In the event of a conflict between the terms of this Agreement and those of the Term Sheet, the Term Sheet shall prevail  to the extent of the conflict.

No delay or omission by a Party in exercising any right or remedy hereunder shall operate as a waiver of the future exercise of that right or remedy or of any other rights or remedies hereunder. All rights of each Party stated herein are cumulative and in addition to all other rights provided by law.

All remedies hereunder and all obligations with respect to any Deposit transaction shall survive the termination of this Agreement.  All such provisions that by their nature are intended to survive termination or expiration of this Agreement shall so survive.

Unless otherwise provided in this Agreement, all notices or demands relating to this Agreement shall be in writing and shall be sent by (a) ZebPay to User to the User Email; and (b) by User by contacting ZebPay help.zebpay.com. ZebPay further reserves the right to effect certain notices to User via the ZebPay Platform. 

At any point during the term of this Agreement, ZebPay may propose an amendment to the terms of this Agreement and notify User of the proposed amendment by sending a notice to User Email. If User does not dispute the proposed amendment within 7 days of receipt of the e-mail notice, User will be deemed to have accepted the said amendment to this Agreement, and this Agreement will be deemed to have been so amended as of the date that e-mail notice was received by User. In the event the User raises a dispute in respect of the proposed amendment within the aforementioned period, ZebPay shall have the right, at its sole discretion, to exercise the Closing Option in accordance with this Agreement.

This Agreement, and the Term Sheet constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersede any prior negotiations, understandings and agreements with respect to the subject matter of this Agreement.    

This Agreement shall bind and inure to the benefit of the respective successors and assigns of each of the Parties; provided, that User shall not assign this Agreement or any rights or duties hereunder without the prior written consent of ZebPay.  ZebPay may assign this Agreement or any rights or duties hereunder upon notice to User.  Neither this Agreement nor any provision hereof, or Term Sheet hereunder, shall create any rights in favor of or impose any obligation upon any person or entity other than the Parties hereto and their respective successors and permitted assigns.  

Each provision of this Agreement shall be viewed as separate and distinct, and in the event that any provision shall be deemed by a court of competent jurisdiction to be illegal, invalid or unenforceable, the provision deemed to be illegal, invalid or unenforceable shall modified to give as much effect as possible to such provision.  Any provision which cannot be so modified shall be deleted and the remaining provisions of this Agreement shall continue in full force and effect.

This Agreement may be executed in counterparts, all of which when taken together shall constitute the same instrument.

Nothing contained in this Agreement creates an employment relationship, partnership, joint venture or other association between the Parties or causes any Party to be responsible in any way for the debts or obligations of the other Party, other than as expressly set forth in this Agreement. Furthermore, neither Party has the authority to bind or represent the other Party, without its express written consent.

The failure of or delay by either Party to enforce an obligation or exercise a right or remedy under any provision of this Agreement or to exercise any election in this Agreement shall not be construed as a waiver of such provision, and the waiver of a particular obligation in one circumstance will not prevent such Party from subsequently requiring compliance with the obligation or exercising the right or remedy in the future. No waiver by either Party of any provision of this Agreement shall be deemed to have been made unless expressed in writing and signed by both Parties.

User shall indemnify and hold harmless ZebPay, its parent entity and affiliates, from and against any and all third-party claims, demands, losses, expenses and liabilities of any and every nature (including attorneys’ fees of an attorney of User’s choosing to defend against any such claims, demands, losses, expenses and liabilities) that ZebPay may sustain or incur or that may be asserted against ZebPay arising out of User’s Deposit of Crypto Assets with ZebPay under this Agreement.

ZebPay shall have a right to set off any amounts owed to User by ZebPay under this Agreement against any amounts owed to ZebPay by User under any other agreement(s) and/or arrangement(s).

Whenever used herein, the singular number shall include the plural, the plural the singular, and the use of the masculine, feminine, or neuter gender shall include all genders where necessary and appropriate. The section headings are for convenience only and shall not affect the interpretation or construction of this Agreement.  The Parties acknowledge that this Agreement and the Term Sheet are the result of negotiation between the Parties and therefore none of the Agreement’s provisions will be construed against the drafter.

This Agreement is governed by, and shall be construed and enforced in accordance with the laws of Victoria, Australia without regard to any choice or conflict of laws rules.

In the event of any dispute arising out of or in connection with this Agreement, the Parties shall first endeavour to resolve such dispute amicably in good faith. If a dispute arises, either Party may initiate the resolution process by providing written notice to the other Party. If the dispute is not resolved within thirty (30) days of receipt of the written notice from one Party to the other, either Party may refer the dispute to the courts of Victoria, Australia, which shall have the exclusive jurisdiction to resolve such dispute.