Zert Terms of service

These Terms of Service (the “Terms” or the “Agreement”) govern your access to and use of theproducts and services provided by Globet Inc. (United States), Globert LDA (European Union),Escrypto Pay, Inc. (Canada), Escrypto FZCO (United Arab Emirates) d/b/a Zert (the “Company, we, our, or us). The products and services include, but shall not necessarily be limited to: (1) cold wallet storage; (2) escrow wallet storage; (3) our transaction security suite; and (4) a user interface to access crypto-to-fiat, fiat-to-crypto, and crypto-to-crypto transaction services provided by third parties

Please read these Terms, our Privacy Policy, and any other terms referenced in this document carefully.

By accessing our website or mobile application, registering for an Account (defined below) with the Company, or otherwise using any of the products or services offered by the Company, you agree that you have read, understand, and accept these Terms. If you do not agree with these Terms, you are not authorized to access or use the products and services offered by the Company, or any other aspect of our business.

NOTICE: These Terms contain important legal provisions including a binding arbitration provision and class action waiver, your indemnification responsibilities, our limitation of liability, and warranty disclaimers. Please read these Terms carefully.

Key Definitions

The following terms have the following meanings, as used throughout these Terms:

1. Binding Contract

To access or use any of our products or services, you must be able to enter into a legally binding contract with us. Accordingly, you represent that you are at least the age of majority in your jurisdiction and have the full right, power, and authority to enter into and comply with these Terms on behalf of yourself and any company or legal entity for which you may access or use our products. If you are entering into this Agreement on behalf of an entity, you represent to us that you have the legal authority to bind such entity.

2. Amendment

We may amend or modify these Terms at any time by posting the revised Terms on our website and/or providing a copy to you (“Revised Terms”). Revised Terms shall be effective as of the time they are posted. Your continued use of our products and services after the posting of Revised Terms constitutes your acceptance of such Revised Terms. If you do not agree with any such modification, your sole and exclusive remedy is to terminate your use of our products and services and to close your Account.

3. Disclaimers & Disclosures

3.1. Arbitration

Please read the following paragraph carefully because it requires you to arbitrate disputes with us and it limits the manner in which you can seek relief.

You and the Company agree to arbitrate any dispute arising from or related to these Terms or use of the Company’s products or services, or any other acts or omissions for which you may contend that the Company is liable. Any such claim or controversy shall be finally and exclusively settled by arbitration under the JAMS Optional Expedited Arbitration Procedures. The arbitration shall be held on a confidential basis before a single arbitrator, who shall be selected pursuant to JAMS rules. The arbitration will be held in Delaware, unless you and we both agree to an alternative location. Unless we agree otherwise, the arbitrator may not consolidate your claims with those of any other party. Any judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction.

If for any reason a claim must proceed in court rather than in arbitration you and we agree to waive any right to a jury trial. Any such claim must be brought in a Federal District Court or a state court located in the state of Delaware.

3.2. Class Action and Jury Trial Waiver

You must bring any and all disputes against us in your individual capacity and not as a plaintiff in or member of any purported class action, collective action, private attorney general action, or other representative proceeding, including class arbitration. You and we both agree to waive the right to a jury trial

3.3. No Investment Advice or Brokerage

The Company does not provide investment, tax, or legal advice. You are solely responsible for determining whether any trade, trade strategy, or related transaction is appropriate for you based on your personal objectives, financial circumstances, and risk tolerance. Information provided by the Company or any third-party sites including but not limited to blog posts, articles, links to thirdparty content, tutorials, news, and videos, does not constitute investment advice, financial advice, trading advice, or any other advice. The Company does not recommend that any Digital Asset be bought, sold, or held by you.

You acknowledge that the Company does not broker trading on your behalf. We also do not facilitate the execution or settlement of any trades, which are all conducted on-chain or using a third-party platform.

3.4. Acknowledgment of Risk

By accessing and using any of products or services, you represent that you are financially and technically sophisticated enough to understand the inherent risks associated with using cryptographic and blockchain-based systems. In particular, you understand that the value of Digital Assets can increase or decrease, and there can be a substantial risk that you lose money buying, selling, holding, or trading in Digital Assets. Digital Assets are subject to volatile market price movements. Further, you understand that smart contract transactions automatically execute and settle, and that blockchain-based transactions are irreversible when confirmed.

The Company is not registered with the U.S. Securities and Exchange Commission and does not offer securities services in the United States or to U.S. persons. You acknowledge that Digital Assets are not subject to protections or insurance provided by the Federal Deposit Insurance Corporation or the Securities Investor Protection Corporation.

3.5. Indemnification

You agree to hold harmless, release, defend, and indemnify us and our officers, directors, employees, contractors, agents, affiliates, and subsidiaries from and against all claims, damages, obligations, losses, liabilities, costs, and expenses arising from: (a) your access and use of any of our products or services; (b) your violation of any term or condition of this Agreement, the right of any third party, or any other applicable law, rule, or regulation; (c) any other party’s access and use of any of our products or services with your assistance or using any device or account that you own or control; and (d) any dispute between you and (i) any other user of any of the products or services or (ii) any of your own customers or users. If you are obligated to indemnify us, we will have the right, in our sole discretion, to control any action or proceeding (at our expense) and determine whether we wish to settle it.

3.6. Limitations of Liability

Except as otherwise required by law, in no event shall the Company, our directors, members, employees, or agents be liable for any special, indirect, or consequential damages, or any other damages of any kind, including but not limited to loss of use, loss of profits, or loss of data, whether in an action in contract, tort, or otherwise, arising out of or relating to the use of or inability to use the products or services, including without limitation any damages caused by or resulting from reliance by any user on any information obtained from the Company.

The Company assumes no liability or responsibility for any (a) errors, mistakes, or inaccuracies of content; (b) personal injury or property damages, of any nature whatsoever, resulting form any our control, or the use of any information or data stored therein; (d) interruption or cessation of function related to any of the products of services; (e) bugs, viruses, trojan horses, or the like that may be transmitted to or through the interface; (f) errors or omissions in, or loss or damage incurred as a result of the use of, any content made available through any of the products; and (g) the defamatory, offensive, or illegal conduct of any third party.

The Company has no liability to you or any third party for any claims or damages that may arise as a result of any payments or transactions that you engage in via any of our products or services. Except as expressly provided for herein, the Company does not provide refunds for any purchases that you might make on or through any of our products

To the extent permitted by applicable law, in no event shall the aggregate liability of the Company (including our directors, members, employees, and agents), whether in contract, warranty, tort, product liability, strict liability, or other theory, arising out of or relating to the use of or inability to use the products or services or to these Terms exceed the fees paid by you to the Company for the applicable services during the twelve (12) months immediately preceding the date of any claim giving rise to such liability.

Some jurisdictions prohibit the limitation or exclusion of liability for incidental or consequential damages. Accordingly, some of the limitations of this section may not apply to you.

3.7. No Warranty

Unless expressly provided in these Terms, our products and services are provided on as “as is” and “as available” basis. We expressly disclaim, and you waive, all warranties of any kind, whether express or implied, including, without limitation, implied warranties of merchantability, fitness for a particular purpose, title and non-infringement as to our services, including the information, content and materials contained therein.

You acknowledge that information you store or transfer through our products or services may become irretrievably lost or corrupted or temporarily unavailable due to a variety of causes, including but not limited to software failures, protocol changes by third-party providers, Internet outages, force majeure event or other disasters, scheduled or unscheduled maintenance, or other causes either within or outside our control. You are solely responsible for backing up and maintain duplicate copies of any information you store or transfer through our services.

The Company makes no warranties or representations, express or implied, about linked third-party services, the third parties they are owned and operated by, the information contained on them, assets available through them, or the suitability, privacy, or security of their products or services. You acknowledge assumption of all risk arising from your use of third-party services. The Company shall not be liable under any circumstances for damages arising out of or in any way related to software, products, services, or information offered or provided by third-parties and access through any of our products

Some jurisdictions prohibit the exclusion of certain warranties. Accordingly, some of the limitations of this section may not apply to you.

4. Account

4.1. Eligibility

To be eligible to use the Company’s products and services, you must be an individual, corporation, legal person, entity, or other organization residing in a location in which the products and services are available, with the full power, authority, and capacity to access and use the products and services and to enter into and perform your obligations under these Terms. If you are an individual, you must be at least the age of majority in your jurisdiction (i.e., age 18 in the United States).

4.2. Registration

You must register for an Account on our Platform to use the Company’s products and services. You will need to complete certain verification procedures before you are permitted to use the products and services. By registering for or using an Account, you agree and represent that you have created your Account and you will use your Account only for yourself, and not on behalf of any third party. Each user may register only one Account, and is fully responsible for all activity that occurs on their Account. The Company may, in its sole discretion, refuse to open an Account, suspend or terminate any Account, suspend or terminate the sending of Digital Assets from your Account, or suspend or terminate the trading of Digital Assets in your account.

4.3. Access

The Company’s products and services can be accessed directly through the Company’s website at zert.com or through our mobile application. Access to the Company’s products and services may become degraded or unavailable during times of significant volatility or volume. This could result in significant support response time delays. We do not represent that the Company’s website or services will be available without interruption and we do not guarantee that any order will be executed, accepted, recorded, or remain open. The Company shall not be liable for any losses resulting from or arising out of delays in processing transactions, inability to execute transactions, or lack of timely response from the Company’s customer support.

4.4. Acceptable Use

When accessing our products and services, you agree that you will not violate any law, contract, intellectual property or other third-party right or commit a tort, and that you are solely responsible for your conduct while using our products and services.

5. Products & Services

5.1. Digital Storage & No Access Policy

The Company provides digital wallets where registered users may self-deposit Digital Assets into hot or air-gapped cold storage wallets. The Company charges a monthly fee of calculated upon deposit for provision of cold storage wallets. This subscription fee is withdrawn from the user’s hot wallet. Registered users are required to maintain a minimum balance to cover monthly fee for cold storage wallets always deposited in their hot storage wallet

After a customer deposits Digital Assets into their wallet, the customer is able to transfer or withdraw the Digital Assets. The Company is unable to transfer, trade, or withdraw the Digital Assets (the “No Access Policy”).

All hot and cold storage wallets are segregated from the wallets of other registered users and from wallets maintaining proprietary funds for the Company.

5.2. Escrow Digital Wallet

The Company provides an escrow digital wallet service where registered users may self-deposit Digital Assets into an escrow account. All transactions involving an escrow wallet are bound to pre-defined agreements among parties. The escrow wallet stores the Digital Assets of each party to a relevant pre-defined agreement until each party has fulfilled their contractual obligations (a “triggering event”). Upon occurrence of a triggering event, the Digital Assets in the escrow digital wallet may be transferred or withdrawn pursuant to the agreement. The Company charges a set fee for escrow services, determined at the time a registered user deposits Digital Assets into an escrow account.

5.3. Security Suite

The Company provides a security suite for monitoring blockchain transactions, simplifying onboarding procedures, and securing sensitive data. Offerings may include secure key management, crypto wallet security, theft protection, cybersecurity measures, biometric authentication, and other two factor authentication, among others.

5.4. Access to Third Party Crypto-to-Fiat Transactions

The Company collects and provides quotes of third-party providers where customers may purchase Digital Assets in exchange for fiat currency and vice versa. Customers may then select a quote and execute a transaction using the third-party provider. While Zert collects and provides quotes and facilitates access to these third parties, Zert does not itself provide such conversion services and is not in the flow of funds or in custody or control of any assets with respect to such services.

6. Custody, Title, and Control

All Digital Assets held in your Account are custodial assets held by the Company for your benefit. Title to Digital Assets at all times remains with you and is not transferred to the Company.

You control the Digital Assets held in your Account. At any time, subject to outages, downtime, legal and regulatory obligations, or other applicable restrictions as provided herein, you may withdraw your Digital Assets by instructing the Company to debit the applicable Digital Asset from your Account and transferring the Digital Assets to an external digital asset wallet that you own.

7. Fees

The Company collects fees for each of its products and services at the rates designated above, and throughout these Terms.

You authorize us, or our designated payment processor, to charge or deduct from your Account any applicable fees owed in connection with your use of products or services. Our complete fee schedule is available upon request.

8. Data Protection

You acknowledge and agree that we may process personal data in relation to you and personal data that you have provided or in the future provide to us in relation to your employees and other associated individuals, in connection with this Agreement. Accordingly, you represent and warrant that your disclosure to us of any personal data relating to individuals other than yourself was or will be made in accordance with all applicable data protection and data privacy laws, and such data are accurate, up to date and relevant when disclosed. You represent that, before providing any such personal data to us, you have read and understood ourPrivacy Policyand that if from time to time we provide you with a revised version of the Privacy Policy, you will promptly read that notice.

Please refer to our Privacy Policy for additional information about how we collect, use, and share your information.

9. Security

If you suspect that your Account or any of your security details have been compromised or if you become aware of any fraud or attempted fraud or any other security incident (including a cybersecurity attack) affecting you and/or the Company, you must notify our customer support team immediately and provide accurate and up to date information throughout the duration of the breach. You must take any steps that we reasonably require to reduce, mitigate, or manage any breach. Prompt reporting of a breach does not mean that the Company will reimburse you for any losses suffered or be liable to you for any losses suffered as a result of the breach.

You are responsible for creating a strong password and maintaining security and control of any and all electronic devices, IDs, passwords, hints, personal identification numbers (PINs), API keys or any other codes that you use to access our products and services. You are responsible for keeping your email address and telephone number up to date in your Account in order to receive any notices or alerts that we may send you

10. Communications & E-Signature Disclosure

You agree and understand that all communication with you will be via email or another electronic method that the Company may prescribe from time-to-time. We will use the email address on record for your Account as our primary means of communicating with you. It is your responsibility to provide us with a true, accurate and complete email address and other contact information, and to keep such information up to date. You understand and agree that if the Company sends you an electronic communication but you do not receive it because your primary email address on file is incorrect, out of date, or blocked or sent to spam by your service provider, or you are otherwise unable to receive electronic communications, the Company will be deemed to have provided the communication to you.

You consent and agree that your use of a keypad, mouse, or other device to select an item, button, or icon (e.g., an electronic “I accept” button) or similar act or action while using any electronic service we offer, or in accessing or making any transactions regarding any document, agreement, acknowledgement, consent, term, disclosure, or condition constitutes your acceptance, agreement, and signature, as if actually signed by you in writing.

11. Taxes

The tax treatment of Digital Asset transactions is uncertain, and it is your responsibility to determine what taxes, if any, arise from transactions using the Platform under this Agreement. You are solely responsible for reporting and paying any applicable taxes arising from transactions using the Platform, and you acknowledge that the Company does not provide investment, legal, or tax advice governing these transactions. You understand that the Company shall report information with respect to your transactions, payments, transfers, or distributions made by or to you with respect to your activities using the Platform to a tax or governmental authority to the extent such reporting is required by applicable law. The Company also shall withhold taxes applicable to your transactions or to payments or distributions made or deemed made by you to the extent such withholding is required by applicable law. From time to time, the Company shall ask you for tax documentation or certification of your taxpayer status as required by applicable law, and any failure by you to comply with this request in the time frame identified may result in withholding and/or remission of taxes to a tax authority as required by applicable law. You should conduct your own due diligence and consult your own tax advisors before making any decisions with respect to Digital Asset transactions.

12. Sanctions and Restrictive Trade Measures

Your use of the Company’s products and services may be subject to applicable requirements under sanctions laws and other restrictive trade measures imposed by a relevant governmental authority. By accessing the Platform or using the products and services, you agree that you will fully comply with all economic sanctions laws and any other restrictive trade measures imposed by an applicable governmental authority. You represent to us that you are not (a) the subject of economic or trade sanctions administered or enforced by any governmental authority or otherwise designated on any list of prohibited or restricted parties (including but not limited to the Specially Designated Nationals and Blocked Persons List (“SDN List”) maintained by the Office of Foreign Assets Control of the U.S. Department of the Treasury) or (b) a citizen of, resident of, located in, or organized in a jurisdiction or territory that is the subject of comprehensive country-wide, territorywide, or regional economic sanctions imposed by the United States (currently including, without limitation, the Crimea region of Ukraine, the co-called Donetsk and Luhansk People’s Republics regions of Ukraine, Cuba, Iran, North Korea, and Syria). If you are an entity, you also represent that you are not owned, in whole or in part, directly or indirectly, by any person meeting the above criteria.

You are not permitted to transact in Digital Assets or use any of the Company’s products or services if: (a) we are prohibited from providing services to you under any applicable laws or regulations, including but not limited to applicable economic sanctions or restrictive trade measures; or (b) you transact or deal with any sanctioned person, or otherwise transact or deal with any person in violation of economic sanctions or in any manner that would cause any person, including the Company, to engage in prohibited or sanctionable conduct or otherwise be in violation of applicable sanctions or any other restrictive trade measures.

13. Intellectual Property

Unless otherwise indicated in these Terms, all copyright and other intellectual property rights in all information, data, text, code, images, links, sounds, graphics, videos, and other materials contained on the Platform, website, or other mobile applications, or provided in connection with the products or services, including, without limitation, our logo and all designs, information, data, text, code, images, links, sounds, graphics, videos, other materials, and the selection and arrangement thereof are the Company’s property and are protected by U.S. and international copyright laws and other intellectual property rights laws.

We hereby grant you a limited, nonexclusive, and non-sublicensable license to access and use such materials for your non-commercial personal or internal business uses. Such license is subject to these Terms and does not permit resale, distribution, public performance, public display, modification, derivative use, or use for other than for intended purposes of the relevant materials. The license granted under herein automatically terminates if we suspend or terminate your access to our products and/or services.

14. Complaints & Feedback

14.1. Contact the Company

Should you have feedback or general questions, contact us on our Customer Support webpage at www.zert.com. The Company requires that all legal documents be served on our registered agent for service of process at 801 Brickell Avenue, 8th Floor, Miami, Florida 33131.

Please note that our registered agent will accept service only if the entity identified as the recipient of the document identically matches the name of the entity registered with the Secretary of State and for which our registered agent is authorized to accept service. By accepting service of a legal document, the Company does not waive any objections we may have and may raise in response to such document.

14.2. Arbitration

You agree to be bound by the Arbitration provisions found in section 3.1 of these Terms.

15. General Provisions

15.1. Entire Agreement

These Terms, including any documents, materials, or information incorporated by reference herein, set forth the entire Agreement between you and the Company with respect to the Company’s products and services. This Agreement supersedes any and all prior or contemporaneous written and oral agreements, communications, and other understandings relating to the subject matter of the Terms

15.2. Assignment

You may not assign or transfer this Agreement, by operation of law or otherwise, without our prior written consent. Any attempt by you to assign or transfer this Agreement without our prior written consent shall be null and void. We may freely assign or transfer this Agreement. Subject to the foregoing, this Agreement will bind and inure to the benefit of the parties, their successors and permitted assigns.

15.3. Waiver

The Company’s failure or delay in exercise any right, power, or privilege under these Terms shall not operate as a waiver thereof.

15.4. Severability

If any provision of these Terms or any terms or documents incorporated by reference into these Terms is determined to be illegal, invalid, or unenforceable, it shall not affect the validity or enforceability of any other of these Terms which shall remain in full force and effect.

15.5. Survival

All provisions of these Terms, which by their nature extend beyond the expiration or termination of these Terms, will continue to be binding and operate after the termination or expiration of these Terms

15.6. Notice

The Company may provide any notice to you under this Agreement using commercially reasonable means, including using public communication channels. Notices we provide by using public communication channels will be effective upon posting.

15.7. Governing Law

You agree that the laws of the state of Delaware, without regard to principles of conflict of laws, govern this Agreement and any dispute between you and us.

15.8. Force Majeure

The Company shall not be liable for delays, failure in performance, or interruption of service which result directly or indirectly from any cause or condition beyond its reasonable control, including, but not limited to, any act of God, significant market volatility, nuclear or natural disaster, pandemic, action or inaction of civil or military authorities, act of war, terrorism, sabotage, civil disturbance, strike or other labor dispute, accident, state of emergency, malfunction of equipment, interruption or malfunction of utility, communications, computer (hardware or software), Internet, or network provider services, other catastrophe or any other occurrence which is beyond the Company’s control.

15.9. Relationship of Parties

The Company is an independent contractor for all purposes. Nothing in this Agreement is intended to or shall operate to create a partnership or joint venture between you and the Company, or authorize you to act as agent of the Company

15.10. Website Accuracy

Though we intend to provide accurate and timely information on our website, Platform, and through our products and services, they may not always be entirely accurate, complete, or current and may also include technical inaccuracies or typographical errors. Information may, to the extent permitted by applicable law, be changed or updated from time to time without notice, including without limitation information regarding our policies, agreements, products, and services. Accordingly, you should verify all information before relying on it, and all decisions based on information obtained through our products or services are your sole responsibility and we shall have no liability for any such decisions.

15.11. Headings

Headings of sections are for convenience only and shall not be used to limit or construe such sections.

15.12. California residents

If you are a California resident, in accordance with Cal. Civ. Code § 1789.3, you may report complaints to the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs by contacting them in writing at 1625 North Market Blvd., Suite N 112 Sacramento, CA 95834, or by telephone at (800) 952-5210.

16. Contact Us

Please contact us if you have any questions about these Terms. We will respond within a reasonable timeframe. You may contact us via our website at www.zert.com or at our mailing address below:

Globet Inc.

801 Brickell Avenue, 8th Floor

Miami, Florida 33131

United States