These zkVerify Testnet Terms of Use (the “Terms”) apply to your access to and use of the websites, platform, software, technologies, features, and other online products and services (collectively, the “Services”) provided or made available by Horizen Labs, Inc. (““Horizen Labs” or “we”) in connection with the zkVerify Testnet (“Testnet”).

For purposes of these Terms, “user”, “you”, and “your” means you as the user of the Services. If you use the Services on behalf of a company or other entity, then “you” includes you and that entity, and you represent and warrant that (a) you are an authorized representative of the entity with the authority to bind the entity to these Terms, and (b) you agree to these Terms on the entity’s behalf.

PLEASE READ THESE TERMS CAREFULLY AS THEY CONTAIN IMPORTANT INFORMATION AND AFFECT YOUR LEGAL RIGHTS. BY CLICKING TO ACCEPT AND/OR USING OUR SERVICES, YOU AGREE TO BE BOUND BY THESE TERMS AND ALL OF THE TERMS INCORPORATED HEREIN BY REFERENCE. IF YOU DO NOT AGREE TO THESE TERMS, YOU MAY NOT ACCESS OR USE THE SERVICES.

YOUR PARTICIPATION IN TESTNET IS ENTIRELY VOLUNTARY, BUT IF YOU ARE PARTICIPATING IN TESTNET, YOU MUST STRICTLY ADHERE TO THE TERMS.

Privacy Policy

Please refer to our Privacy Policy for more details on the information that Horizen Labs may collect, use and disclose and under what circumstances. You acknowledge and agree that your participation in Testnet is subject to this Privacy Policy.

Changes to Terms

Horizen Labs may update the Terms at any time, at its sole discretion. If it does so, Horizen Labs will deliver a notice either by posting the updated Terms on its website, on any applicable blog or forum used for sharing information or through other communications. It’s important that you review any and all updated Terms. If you continue to participate in Testnet after Horizen Labs has posted updated Terms, you agree to be bound by the updated Terms. If you don’t agree to be bound by the updated Terms, then you may not participate in Testnet anymore.

Duration of the Testnet

Testnet will commence on the date prescribed by Horizen Labs and continue until terminated by Horizen Labs in its sole discretion (“Testnet Period”). You acknowledge that you know Testnet is a pre-alpha testnet and as such, subject to different vulnerabilities. Notwithstanding any other information provided by Horizen Labs regarding the Testnet (including on its website, social media or through other communications (such as forums, Telegram, Discord, or other channels), Horizen Labs may change, discontinue, or terminate, temporarily or permanently, all or any part of Testnet, at any time and without notice, at its sole discretion.

Eligibility for Testnet

You may participate in Testnet only if: (a) you are 18 years or older and capable of forming a binding contract with Horizen Labs; (b) you are not subject of sanctions administered or enforced by any country or government or otherwise designated on any list of prohibited or restricted parties or a citizen or organized or resident in a country or territory that is the subject of country-wide or territory-wide sanctions; and (c) you are not barred from participating under applicable law.

Notwithstanding any information provided by Horizen Labs regarding the Testnet (including on its website, social media or through other communications (such as forums, Telegram, Discord, or other channels), Horizen Labs may change or modify at any time the number of participants eligible to participate in Testnet or the requirements of the Testnet and terminate any participant’s participation at any time.

The Testnet may operate in certain phases. Your selection or participation in any one phase of the Testnet does not imply that you will be selected for any other phases of the Testnet.

Ownership

The Service, including its “look and feel” (e.g., text, graphics, images, logos, page headers, button icons, and scripts), proprietary content, information and other materials, and all content and other materials contained therein, including, without limitation, Horizen Labs and zkVerify brands, logo and all designs, text, graphics, pictures, data, software, sound files, other files, and the selection and arrangement thereof are the proprietary property of us or our affiliates, licensors, or users, as applicable, and you agree not to take any action(s) inconsistent with such ownership interests. We and our affiliates, licensors, and users, as applicable, reserve all rights in connection with the Service and its content, including, without limitation, the exclusive right to create derivative works.

Horizen Labs’s name, logo, trademarks, and any of Horizen Labs product or service names, designs, logos, and slogans are the intellectual property of Horizen Labs or our affiliates or licensors and may not be copied, imitated, or used, in whole or in part, without our prior written permission in each instance. You may not use any metatags or other “hidden text” utilizing “Horizen Labs” or any other name, trademark or product or service name of our affiliates or licensors without our prior written permission. In addition, the “look and feel” of the Services constitutes the service mark, trademark, or trade dress of Horizen Labs and may not be copied, imitated or used, in whole or in part, without our prior written permission.

All other third-party trademarks, registered trademarks, and product names mentioned on the Services or contained in the content linked to or associated with any tokens displayed on the Services are the property of their respective owners and may not be copied, imitated, or used, in whole or in part, without the permission of the applicable intellectual property rights holder. Reference to any products, services, processes or other information by name, trademark, manufacturer, supplier or otherwise does not constitute or imply endorsement, sponsorship, or recommendation by Horizen Labs.

Usage Data Analytics

Horizen Labs may collect usage information that allows us to collect information regarding how users access and use the Services (“Usage Data”). We use this information to analyze trends, administer the Services, troubleshoot any user problems, and to enhance and update the Services. We may do this Usage Data collection by using third parties.

Security; Wallet

You are responsible for maintaining adequate security and control of any and all IDs, passwords, hints, personal identification numbers (PINs), or any other codes that you use to access the Testnet as part of your systems. Horizen Labs assumes no responsibility for any losses resulting from any compromise of your systems or wallet(s).

As part of certain phases of the testnet, mainnet or as part of providing incentives/rewards, Horizen Labs may send or receive testnet tokens or other tokens to your wallet application. In such a case, you are responsible for the management of the private keys and security for your wallet(s). Horizen Labs does not and will not manage, store, collect or otherwise access the private keys for your wallet(s). As such, Horizen Labs is unable to restore keys or wallets, even in the event of losses. You are responsible for all activities that occur using your wallet, whether or not you know about them.

Updates; Monitoring

We may make any improvement, modifications or updates to our Testnet, including but not limited to changes and updates to the underlying software, infrastructure, security protocols, technical configurations or service features (the “Updates”) from time to time. Your continued access and use of our Testnet are subject to such Updates and you shall accept any patches, system upgrades, bug fixes, feature modifications, or other maintenance work that arise out of such Updates. We are not liable for any failure by you to accept and use such Updates in the manner specified or required by us. Although Horizen Labs is not obligated to monitor access to or participation in Testnet, it has the right to do so for the purpose of operating Testnet, to ensure compliance with the Terms and to comply with applicable law or other legal requirements.

Testnet; Testnet Tokens

In your use of the Testnet, you may accumulate “testnet tokens,” such as through a faucet, which are not, and shall never convert to or accrue to become mainnet tokens or any other tokens or virtual assets. Testnet tokens are virtual items with no monetary value. Testnet tokens do not constitute any currency or property of any type and are not redeemable, refundable, or eligible for any fiat or virtual currency or anything else of value. Testnet tokens are not transferable between users outside of the Testnet, and you may not attempt to sell, trade, or transfer any Testnet tokens outside of the Testnet, or obtain any manner of credit using any Testnet tokens. Any attempt to sell, trade, or transfer any Testnet tokens outside of the Testnet will be null and void.

We may, in its sole discretion, decide to delete, wipe or otherwise remove the Testnet at any time without notice, including, without limitation, the modification of the presence, amounts, or any other conditions applicable to the Testnet tokens, without any liability to you or other Testnet users. Horizen Labs does not guarantee that Testnet tokens will continue to be offered for a specific length of time and you may not rely upon the continued availability of any Testnet tokens. If the Testnet expires or terminates, you acknowledge and agree that your access to and use of your Testnet tokens will be removed, and all accrued Testnet tokens will be deleted from the Testnet system. Testnet tokens will not be converted into any future tokens that might be offered by Horizen Labs.

Intellectual Property Rights; Feedback

By participating in our Testnet, you do not gain any rights thereto. All right, title, and interest in and to our Testnet, including all modifications, improvements, and enhancements made thereto, and all proprietary rights therein, shall be and remain Horizen Labs’s sole and exclusive property.

Horizen Labs welcomes feedback, comments and suggestions for improvements to the Testnet and related technologies of zkVerify (“Feedback”). You grant to Horizen Labs a non-exclusive, transferable, worldwide, perpetual, irrevocable, fully-paid, royalty-free license, with the right to sublicense, under any and all intellectual property rights that you own or control to use, copy, modify, create derivative works based upon and otherwise exploit the Feedback for any purpose, in any form, format, media or media channels now known or later developed or discovered.

Prohibited Activities

You will not (in each case except as otherwise contemplated as part of these Terms):

• Initiate any attacks that violate your cloud service, data-center or other applicable third party service provider’s rules or policies;
• Unless as expressly requested by Horizen Labs as part of a security or similar challenge, disrupt or initiate any attacks against users of the Services or the Testnet;
• Disrupt, compromise, or otherwise damage data or property owned by other parties.
• Impersonate any person or entity or misrepresent your affiliation with any person or entity;
• Access any accounts or data other than your own (or those for which you have explicit permission from their owners);
• Interfere with, or attempt to interfere with, the access of any user, host or network, including, without limitation, sending a virus, overloading, flooding, spamming, creating, encouraging or implementing Sibyl attacks;
• Sell or resell Services; and
• Encourage or enable any other individual or entity to do any of the foregoing or otherwise violate the Terms.

Compliance with Laws

You agree to comply with all applicable laws, rules, regulations, and any generally accepted practices or guidelines in the relevant jurisdictions (including any laws regarding the export of data or software to and from the United States or other relevant countries and all applicable privacy and data collection laws and regulations) in connection with your participation with Testnet. To the extent required by law, you are solely responsible for obtaining or filing any approval, clearance, registration, permit, or other regulatory authorization and shall comply with the requirements of such authorization.

WARRANTY DISCLAIMERS

Horizen Labs AND ITS AFFILIATES MAKE NO, AND HEREBY DISCLAIMS ALL REPRESENTATIONS AND WARRANTIES OF ANY KIND WITH RESPECT TO OUR TESTNET. THE TESTNET IS PROVIDED “AS IS” AND WITH ALL FAULTS AND WITHOUT WARRANTY OF ANY KIND. YOU ARE AWARE THAT THIS IS A PRE-ALPHA TESTNET. WITHOUT LIMITING THE FOREGOING, Horizen Labs EXPLICITLY DISCLAIMS ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, VALUE, AND NON-INFRINGEMENT, AND ANY WARRANTIES ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE. Horizen Labs made no promises or guarantees with respect to the delivery of any future features or functions. Any discussions of any future features or functions, either prior to or following the agreement to these Terms, are for informational purposes only, and Horizen Labs has no obligation to provide any such features or functions. You acknowledge that you have not relied on any statement, promise, assurance, or warranty that is not set out in the Terms.

YOU ACCEPT AND ACKNOWLEDGE THAT THERE ARE RISKS ASSOCIATED WITH PARTICIPATING IN TESTNET INCLUDING, BUT NOT LIMITED TO, THE RISK OF FAILURE OF HARDWARE, SOFTWARE AND INTERNET CONNECTIONS, THE RISK OF MALICIOUS SOFTWARE INTRODUCTION, AND SECURITY RISKS. YOU ACCEPT AND ACKNOWLEDGE THAT Horizen Labs WILL NOT BE RESPONSIBLE FOR ANY LOSSES, FAILURES, DISRUPTIONS, ERRORS, DISTORTIONS OR DELAYS YOU MAY EXPERIENCE WHEN PARTICIPATING IN TESTNET, HOWEVER CAUSED. Horizen Labs WILL NOT BE RESPONSIBLE OR LIABLE TO YOU FOR ANY LOSS AND TAKES NO RESPONSIBILITY FOR AND WILL NOT BE LIABLE TO YOU FOR YOUR PARTICIPATION IN TESTNET.

Horizen Labs makes no warranty that Testnet will meet your requirements or be available on an uninterrupted, secure, or error-free basis or free of viruses, errors, or defects. Horizen Labs makes no warranty regarding the quality, accuracy, timeliness, truthfulness, completeness or reliability of any information or materials offered in connection with Testnet. Any Testnet token you received (if any) as part of the Testnet may have no value.

LIMITATION OF LIABILITY.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT WILL WE OR OUR AFFILIATES, SUPPLIERS OR LICENSORS BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY INDIRECT, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES OR FOR LOSS OF USE, LOST PROFITS, OR LOSS OF DATA ARISING OUT OF OR RELATED TO THESE TERMS OR THE USE OF TESTNET OR THE SERVICES, HOWEVER CAUSED AND REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT, STRICT LIABILITY, OR OTHERWISE, EVEN IF WE OR OUR SUPPLIERS OR LICENSORS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT WILL THE CUMULATIVE LIABILITY OF US, OUR SUPPLIERS, AND OUR LICENSORS FOR ANY CLAIMS ARISING OUT OF OR RELATED TO THESE TERMS OR THE TESTNET EXCEED ONE HUNDRED DOLLARS ($100). Some jurisdictions do not allow limitations of liability, so the foregoing limitation may not apply to you.

THE EXCLUSIONS AND LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN Horizen Labs AND YOU.

Indemnification

To the fullest extent permitted by applicable law, you will indemnify, defend and hold Horizen Labs and/or subsidiaries and affiliates harmless, and each of our respective officers, directors, agents, partners and employees (individually and collectively, the “Horizen Labs Parties”) from and against any losses, liabilities, claims, demands, damages, expenses or costs (“Claims”) arising out of or related to (a) your access to or use of the Services or the Testnet; (b) your violation of these Terms; (c) your violation, misappropriation or infringement of any rights of another (including intellectual property rights or privacy rights); or (d) your conduct in connection with the Services or your participation in the Testnet. You agree to promptly notify Horizen Labs Parties of any third-party Claims, cooperate with Horizen Labs Parties in defending such Claims and pay all fees, costs and expenses associated with defending such Claims (including attorneys’ fees). You also agree that Horizen Labs Parties will have control of the defense or settlement, at Horizen Labs sole option, of any third-party Claims.

Governing law and other legal matters

These Terms are governed by the laws of the State of New York without reference to the principles of conflicts of laws thereof. Any legal suit, action, or proceeding arising out of, or related to, these Terms shall be instituted exclusively in the courts of New York although we retain the right to bring any suit, action, or proceeding against you for breach of these Terms in your country of residence or any other relevant country. You waive any and all objections to the exercise of jurisdiction over you by such courts and to venue in such courts.

At Horizen Labs’s sole discretion, it may require You to submit any disputes arising from the use of these Terms, including disputes arising from or concerning their interpretation, violation, invalidity, non-performance, or termination, to final and binding arbitration under the American Arbitration Association.

ANY CAUSE OF ACTION OR CLAIM YOU MAY HAVE ARISING OUT OF OR RELATING TO THESE TERMS MUST BE COMMENCED WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES, OTHERWISE, SUCH CAUSE OF ACTION OR CLAIM IS PERMANENTLY BARRED.

No waiver by Horizen Labs of any term or condition set out in these Terms shall be deemed a further or continuing waiver of such term or condition or a waiver of any other term or condition, and any failure of Horizen Labs to assert a right or provision under these Terms shall not constitute a waiver of such right or provision. If any provision of these Terms is held by a court or other tribunal of competent jurisdiction to be invalid, illegal or unenforceable for any reason, such provision shall be eliminated or limited to the minimum extent such that the remaining provisions of the Terms will continue in full force and effect.

Any ambiguities herein will not be strictly construed against the drafter of the language concerned but will be resolved by applying the most reasonable interpretation under the circumstances, giving full consideration to the intentions of the parties at the time of contracting. These Terms will not be construed against any party by reason of its preparation. In the event any suit or other action is commenced by Horizen Labs to construe or enforce any provision of these Terms, in addition to all other amounts, Horizen Labs shall be entitled to receive from you, Horizen Labs shall recover its reasonable attorneys' fees and court costs, to the extent permitted by applicable law.

Assignment

You may not sell, assign or transfer any of your rights, duties or obligations under these Terms without our prior written consent. Any attempt by you to assign or transfer the Terms, without such consent, will be null and void. We reserve the right to assign or transfer these Terms or any of its rights, duties and obligations hereunder to any third party. Subject to the foregoing, these Terms will bind and insure to the benefit of the parties, their successors and permitted assigns.

General Terms

Nothing herein shall constitute an employment, consultancy, joint venture, or partnership relationship between you and Horizen Labs. If any provision of the Terms is held invalid or unenforceable by an arbitrator or a court of competent jurisdiction, that provision will be enforced to the maximum extent permissible and the other provisions of the Terms will remain in full force and effect. These Terms reflect the entire agreement between the parties relating to the subject matter hereof and supersede all prior agreements, representations, statements and understandings of the parties. The section titles in these Terms are for convenience only and have no legal or contractual effect. Use of the word “including” will be interpreted to mean “including without limitation.”

Horizen Labs’s failure to enforce any right or provision of these Terms will not be considered a waiver of such right or provision. The waiver of any such right or provision will be effective only if in writing and signed by a duly authorized representative of Horizen Labs. Except as expressly set forth in these Terms , the exercise by either party of any of its remedies under these Terms will be without prejudice to its other remedies under these Terms or otherwise.

All other feedback, comments, requests for technical support, and other communications relating to the Testnet and/or the Services should be directed to: [email protected].