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Zama Switzerland AG, with its registered seat in Zug, Switzerland (“Company”), is developing and promoting the Zama Protocol (“Protocol”) and is the issuer of the main token of the Protocol, Zama Token (“Token”).
These Zama Token Sale Terms (“Terms”) are entered into between the Company and each participant (“Buyer”, “you” or “your”) in Token sales conducted by the Company (“Token Sales”).
The Company and the Buyer are hereinafter collectively referred to as the “Parties” and individually as a “Party”.
These Terms govern the rights and obligations of the Parties in connection with the Token Sales including, in particular, but not limited to the use of Smart Contracts and of the Interface, both as defined below.
By ticking the acceptance box and/or participating in the Token Sales, you confirm and acknowledge that you have carefully read, understood, and agree to be bound by these Terms.
1. Eligibility
To be eligible to participate in Token Sales, you represent and warrant that:
You are at least eighteen (18) years old or have reached the age of majority as defined by the laws of your country of residence;
You, including your affiliates, officers, and directors, are not a citizen or resident of, and are not located in, any jurisdiction that is subject to comprehensive sanctions or embargoes imposed by the United Nations, Switzerland, the European Union, the United States, or any other relevant governmental or regulatory authorities;
Neither you nor any of your affiliates, officers, or directors are listed on, or owned or controlled by any person or entity listed on, the Overall List of Sanctioned Individuals, Entities and Organizations maintained by the Swiss State Secretariat for Economic Affairs (SECO), the EU Consolidated List of Persons, Groups, and Entities Subject to EU Financial Sanctions, the U.S. Department of Commerce’s Denied Persons or Entity List, the U.S. Department of Treasury’s Specially Designated Nationals or Blocked Persons Lists, the U.S. Department of State’s Debarred Parties List, or any other national or international sanctions or embargo list;
You, including your affiliates, officers, and directors, are not a resident or citizen of, and are not located in, any geographic area designated as non-cooperative with international anti-money-laundering (AML) principles or procedures by any intergovernmental organization, including the Financial Action Task Force (FATF);
You, including your affiliates, officers, and directors, are not domiciled in and are not organized under the laws of any jurisdiction whose legislation conflicts with the allocation of Tokens or the overall purpose of the Company; and
Any funds you used to purchase Tokens from the Company are (i) good, clean, and of non-criminal origin; (ii) completely free and clear of any liens, encumbrances, or third-party rights; and (iii) not derived from any activity that may constitute a breach of money-laundering regulations, whether under the laws of the jurisdiction of origin or under applicable international standards.
2. Token Sale
2. 1. Zama Token
The Token is currently intended to serve as the utility token of the Protocol – a decentralized protocol enabling developers to choose which parts of their smart contracts to make confidential – and to display the following functionalities:
The Token is required for the encryption, decryption, and bridging of data via the Protocol; and
The Token is necessary to become an operator of the Protocol. Token holders can delegate their Tokens to operators.
The Token does not represent assets such as debt or equity claims against the Company or any third party, or grant equivalent rights (such as shares, bonds, or derivatives), or confer any right to future revenues, future capital flows, or similar forms of participation. The Token is not designed to be used as a means of payment or value transfer.
Given the evolving regulatory, technical and economic landscape surrounding blockchain networks and blockchain-based tokens, the Company reserves the right, at its sole discretion, to modify, amend, or adapt the Token’s concept, functionalities, or the Protocol itself at any time.
2.2 Participation
By participating in Token Sales, the Buyer buys Tokens from the Company, and the Company sells Tokens to the Buyer at the price displayed in the Token Sales process (“Purchase Price”).
Subject to i) the acceptance of these Terms, ii) the transfer of the Purchase Price, and to iii) the successful passing of the KYC process, the Buyer shall be allocated the purchased Tokens.
The Token Sales may be conducted through smart contracts deployed by the Company (“Smart Contracts”). The Smart Contracts may be accessed directly or through the interface provided on the Company’s website (“Interface”).
The Smart Contracts and the Interface are provided "as is" and "as available", without warranties of any kind, and the Company expressly disclaims all implied warranties as to the Smart Contracts and/or the Interface, including, without limitation, implied warranties of merchantability, fitness for a particular purpose, title and non-infringement; (ii) the Company does not warrant that the Smart Contracts and/or the Interface are reliable, current or error-free, or will meet the Buyer’s requirements, nor that any defects in the Smart Contracts and/or the Interface will be corrected; and (iii) the Company cannot and does not warrant that the Tokens, the Smart Contracts, the Interface, or the delivery mechanism for Tokens are free of viruses or other harmful components
The Company shall not be liable for any losses, damages, or disruptions resulting from or in connection with the use, performance, or unavailability of the Smart Contracts and/or the Interface and hereby expressly disclaims any control over, or responsibility for, the operation, functionality, security, or availability of the Smart Contracts and/or the Interface, as well as any content or materials related to the Token Sales.
To the maximum extent permitted by applicable law, the Company disclaims all representations and warranties, whether express, implied, or statutory, including without limitation any implied warranties in relation to the Smart Contracts and/or the Interface.
THE INFORMATION MADE AVAILABLE THROUGH OR ACCESSIBLE ON THE INTERFACE IS PROVIDED FOR GENERAL INFORMATIONAL PURPOSES ONLY. NOTHING CONTAINED ON THE INTERFACE SHALL BE USED, CONSTRUED, OR RELIED UPON AS LEGAL, FINANCIAL, TAX, OR OTHER PROFESSIONAL ADVICE, NOR SHALL IT CONSTITUTE AN INSTRUCTION, RECOMMENDATION, OR SOLICITATION TO TAKE ANY ACTION BY ANY PERSON.
2.3. Know Your Customer Requirements
The Buyer acknowledges that the Company may be required to obtain, verify and record information regarding the Buyer, its shareholders, ultimate beneficial owners, authorized signatories, controlling parties, and the transactions contemplated by these Terms (including source of wealth and source of funds) to comply with any applicable anti-money laundering, anti-terrorist financing, or government sanctions regimes currently in force or enacted in the future and/or compliance industry standards and internal policies.
The Buyer agrees to promptly provide to the Company or its appointed service provider (“KYC Service Provider”) all information, documentation, and evidence reasonably requested to complete the know-your-customer verification process (“KYC Check”). This obligation also applies whenever the Company’s banking partners, or any other relevant financial institution, require additional information regarding the source of funds related to deposits or transactions involving the Company.
Any information or documentation submitted by the Buyer in connection with the KYC Check may be shared with the KYC Service Provider, the Company’s legal counsel, banking partners, regulatory authorities, and any other third parties engaged by the Company for compliance or reporting purposes. The Buyer understands, acknowledges and agrees that the outcome of the KYC Check shall be determined at the sole discretion of the Company and/or the KYC Service Provider. The Buyer further acknowledges that the scope and requirements of the KYC Check may evolve over time, and that additional information or documentation may be requested at a later stage to ensure continued compliance with AML/KYC Requirements.
3. Taxation
The Buyer shall bear sole responsibility for any and all taxes, levies, duties, charges, and fees (including, where applicable, VAT or similar charges) that may arise from the participation in the Token Sales, or from the allocation, receipt, holding, transfer, or use of Tokens provided pursuant to or otherwise associated with these Terms. The Buyer is solely responsible for identifying, reporting, and meeting all tax obligations as required by applicable laws.
By accepting these Terms, the Buyer acknowledges and agrees that neither the Company nor any Company Parties (as defined in Section 6) shall be responsible for any tax obligations of the Buyer. The Buyer also agrees to comply with all applicable tax laws, and to indemnify, defend, and hold harmless the Company and all Company Parties from and against any losses, liabilities, claims, or expenses arising out or related to the Buyer’s failure to pay or report any such taxes or fees.
4. Risks
The Buyer understands and accepts that participation in the Token Sales and the acquisition, holding, or use of the Token involve significant risks. . In particular, but not exhaustively, the Buyer understands and acknowledges awareness of the inherent risks listed hereinafter and any other risks associated with blockchain technology, digital assets, and related activities.
BY ACCEPTING THESE TERMS, THE BUYER EXPRESSLY ACKNOWLEDGES, ACCEPTS, AND ASSUMES ALL SUCH RISKS.
4.1. Project Related Risk
The Buyer acknowledges and agrees that the project developed in connection with the Protocol may be subject to operational challenges and risks, including but not limited to security breaches, system failures, or potential associations with illicit activities. Such events may adversely affect the participation in, utility of, or value of the Token, and in severe cases, may result in the suspension or discontinuity of the project.
4.2. Regulatory Risk
The Buyer understands and accepts that blockchain technology and related activities may be subject to existing or further laws, regulations, and regulatory actions, which could materially affect, modify, or even terminate the project and result in the loss of the Token or its functionality.
The Buyer acknowledges and accepts that, notwithstanding the fact that the Token does not create, generate or confer any contractual or other obligations on any party, regulatory authorities may nevertheless classify the Token as a security or another financial instrument under applicable laws, regardless of its intended function and purpose. The Buyer remains solely responsible for ensuring compliance with all applicable legal and regulatory requirements when acquiring, holding or transferring Tokens.
The Tokens are issued under Swiss law, but may be subject to additional or different regulatory requirements in other jurisdictions, which could materially impact their transferability, usability, functionality, or legality in certain jurisdictions.
4.3. Tax Risk
The Buyer understands and accepts that participation in the Token Sales, as well as the allocation, receipt, holding, transfer, or use of Tokens, or any other transaction carried our pursuant to, or connected with these Terms, may have adverse tax consequences. The Buyer is solely responsible for assessing and bearing all such tax implications in accordance with applicable laws.
4.4. Malicious Behaviour Risks
The Smart Contracts and/or the Interface may be exposed to third-party infrastructure failures or cyberattacks, including but not limited to SQL injection attacks, cross-site scripting (XSS), clickjacking, denial-of-service (DoS) attacks, attacks at the DNS or DNS registrar level, or other unauthorized and/or malicious or hostile activities, that could result in the theft, loss, or unauthorized transfer of digital assets.
The Buyer acknowledges that, despite the Company’s best efforts to enhance security, the Smart Contracts and technological components supporting the Token Sales – including but not limited to blockchain infrastructure, smart contracts, and digital wallets – may remain vulnerable to cyberattacks.
Malicious actors may exploit software vulnerabilities, attack consensus mechanisms, or compromise private keys to gain unauthorized access to digital assets. Such risks include, without limitation, hacking attempts on the Smart Contracts, the Interface, the wallets, smart contract exploits, phishing attacks, malware infections, and other forms of cybercrime that could result in the theft, loss, or unauthorized transfer of digital assets. Given that digital assets operate entirely within a technological environment, they are inherently exposed to evolving cyber threats, some of which may be undetectable or irreparable until after significant damage or harm has occurred.
4.5. Technical Risks
The Buyer acknowledges and accepts that the technological components supporting the Token Sales are of experimental nature and may contain bugs, defects, or errors (including but not limited to those affecting the display, manipulation, processing, storage, transmission, or use of data) that may materially and adversely affect and impact the Buyer’s ability to access or participate in the Token Sales.
THE SMART CONTRACTS AND/OR THE INTERFACE ARE PROVIDED "AS IS", WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NONINFRINGEMENT. CONSEQUENTLY, ANY INTERACTION WITH THE SMART CONTRACTS AND/OR THE INTERFACE MAY RESULT IN IRREVERSIBLE LOSS, FOR WHICH NO REFUND, COMPENSATION, OR OTHER FORM OF REMEDY SHALL BE PROVIDED.
4.6. Private Key related Risk
The Buyer acknowledges and accepts that Tokens assigned to a specific address are accessible solely through the private key associated with that address. The loss, theft, or compromise of private keys, passwords or other access credentials may lead to the irrevocable loss of Tokens. The Company has no ability to recover or restore such Tokens and shall bear no responsibility or liability for any loss arising from such circumstances.
4.7. Risk of Title and Loss
Title to, and risk of loss of, Tokens is transferred to the Buyer upon the allocation of the Tokens to the Buyer's designated address. From the moment of allocation, the Buyer assumes all risks associated with the ownership, control, or loss of the Tokens, and the Company shall bear no liability for any subsequent loss, damage, or unauthorized access.
5. Limitation of Liability
Except in cases of gross negligence, fraud, or willful misconduct, neither Party shall be liable to the other Party for any damages arising out of or in connection with these Terms, including, without limitation, any indirect, incidental, special, or consequential damages such as loss of profit, business opportunity, data, or reputational harm. To the fullest extent permitted by applicable law, in no event shall the aggregate liability of either Party, whether arising in contract, tort, or otherwise, exceed the total amount of the Purchase Price. Nothing in these Terms shall exclude or limit any liability that cannot be excluded or limited under mandatory provisions of Swiss law.
6. Indemnification
To the fullest extent permitted by applicable law, the Buyer shall indemnify, defend and hold harmless the Company, the Company’s respective past, present, and future members of the board, founders, employees, officers, directors, contractors, consultants, suppliers, vendors, service providers, developers, subsidiaries, affiliates, agents, representatives, predecessors, successors and assignees (“Company Parties”) from and against any and all claims, demands, actions, damages, losses, costs , liabilities, and expenses (including attorneys’ fees) arising out of or relating to (i) any breach of these Terms by the Buyer, (ii) any inaccuracies in the Buyer’s representations and warranties, or (iii) any regulatory enforcement action or proceeding arising from the Buyer’s acts or omissions. The Company reserves the right , at the Buyer’s expense, to assume sole control over the defense or settlement of any matter or claim subject to indemnification under these Terms. The Buyer agrees to fully cooperate with the Company in the defense of any such claim or matter.
This indemnification obligation is in addition to, and shall not limit, any other indemnities or remedies available to the Company under law or pursuant to any other agreement between the Parties.
7. Warranty Disclaimer of the Company
To the maximum extent permitted by applicable law, and unless expressly stated otherwise in writing by the Company, the Buyer acknowledges and agrees that:
8. Representations and Warranties of the Buyer
The Buyer represents and warrants to the Company as follows, and acknowledges that the Company relies upon these representations and warranties:
8.1. Capacity and Authority
If the Buyer is a legal entity, it is duly incorporated, validly existing and in good standing under the laws of its jurisdiction and domicile and has all requisite power and authority to enter into and perform its obligations under these Terms.
The Buyer’s participation in the Token Sales complies with all applicable laws and regulations of its jurisdiction, including any requirements related to legal capacity, regulatory restrictions, and any necessary governmental or third-party approvals, all of which have been duly obtained.
The Buyer accepts these Terms, participates in the Token Sales and acquires the Tokens for its own account, not as a nominee or agent, or trustee, and not with the present intent to resell, distribute, or transfer participation to any other person. The Buyer further represents and warrants that no other individual or entity holds a direct or indirect beneficial interest in the Tokens.
8.2. Acknowledgements
The Buyer understands that the Terms and related documents do not constitute a prospectus, offering memorandum, or similar disclosure document.
The Buyer has not relied on any marketing materials, statements, or representations made by the Company or any third party outside of these Terms, including, without limitation, oral statements, electronic communications, presentations, technical papers, white papers, websites, or social media content.
The Buyer has had the opportunity to conduct its own due diligence and investigations on the Company, the Tokens, and the Token Sales, including the opportunity to ask questions and receive answers to its satisfaction. The Buyer’s decision to participate is based solely on its own judgment and these Terms.
The Buyer understands that holding of Tokens and interacting with the Protocol does not constitute ownership of shares, securities, or any interest in any present or future legal entity.
The Buyer understands that the Tokens (i) carry no rights, uses, functions, features, or attributes other than those expressly described in these Terms; and (ii) do not confer any voting, ownership, distribution, redemption, liquidation, proprietary (including intellectual property), or other rights in the Company.
The Buyer acknowledges that, in certain jurisdictions, the Tokens may be considered securities, and that they may not be resold or transferred except in compliance with applicable securities laws. Accordingly, the Buyer understands and accepts that it must bear the economic risks of its purchase and any future receipt of Tokens for an indefinite period.
All information provided by the Buyer is true, accurate, and complete. The Buyer represents that it is acting solely on its own behalf and not as an agent, trustee, or nominee for any third party.
The Buyer understands that the Tokens have not been and are not expected to be registered with the U.S. Securities and Exchange Commission (SEC) under the U.S. Securities Act of 1933 (“Securities Act”), as amended, any United States state securities agency, or any other similar regulatory body in any jurisdiction.
The Buyer understands and accepts that the Company may, at its own discretion, cancel , suspend, or refuse any purchase of Tokens if it determines or deems that the Buyer has attempted to circumvent participation restrictions such as KYC/AML requirements, attempted to manipulate the outcome of the Token Sales, or has otherwise breached these Terms.
The Buyer understands and accepts that the Company may, at its own discretion, cancel, suspend, or refuse any purchase of Tokens if it deemed the outcome of the Token Sales to be detrimental to the Protocol.
8.3. Sophistication and Technical Understanding
The Buyer has sufficient knowledge, understanding of and experience in financial and business matters to evaluate the risks associated with participation in the Token Sales and is capable of bearing the economic consequences of such participation without impairing its financial condition.
The Buyer has a comprehensive understanding of the functionality, use, storage, and transmission mechanisms of cryptographic tokens, such as BTC and ETH, as well as the technological, operational, and security aspects of blockchain-based systems and smart contract platforms.
The Buyer has a bona fide interest in supporting the development, testing, deployment, and operation of the Protocol, acknowledges the inherent commercial risks and technological involved, and is not acquiring the Tokens for speculative or investment purposes.
9. Data Privacy Policy
For information about how we handle your personal information, please see our privacy policy at zama.org/legal/token-sale-privacy-notice.
10. Miscellaneous
10.1. Entire Agreement and Severability
These Terms contain the entire agreement between the Parties regarding the Token Sales and supersedes all understandings and agreements whether written or oral. If any provision of these Terms is invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability shall not affect any other provision of these Terms or invalidate or render unenforceable such provision in any other jurisdiction. Upon such determination that any provision is invalid, illegal, or unenforceable, these Terms shall be modified to effectuate the original intent of the Parties as closely as possible.
10.2. Class Action Waiver
TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, YOU WAIVE YOUR RIGHT TO PARTICIPATE IN A CLASS ACTION LAWSUIT OR A CLASS-WIDE ARBITRATION AGAINST THE COMPANY, ITS AFFILIATES OR ANY INDIVIDUAL OR ENTITY INVOLVED IN THE TOKEN SALES AND THE ALLOCATION OF THE TOKENS.
10.3. Governing Law and Jurisdiction
These Terms and all claims relating to or arising out of these Terms, or the breach thereof, whether in contract, tort or otherwise, shall be governed by Swiss Law, excluding Swiss choice-of-law principles.
Any dispute, controversy or claim arising out of, or in relation to, these Terms, including the validity, invalidity, breach, or termination thereof, shall be resolved by the ordinary courts in Zug, Switzerland.