Terms of Use

Welcome to https://layerzero.foundation (the "Website"), maintained by the ZRO Association (dba the "ZRO Foundation") ("Foundation", "we", "our", or "us"). The Website provides resources and information related to governance initiatives, supports community engagement, and offers insights into the Foundation's efforts to foster a collaborative and decentralized blockchain ecosystem.

By accessing or using this Website, you signify that you have read, understand, and agree to be bound by these Terms of Use (the "Terms") and our Privacy Policy, in their entirety, which apply to the Website and any related content, tools, software, documentation, features, and functionality, and any updated or new features thereof, offered by the Foundation on or through the Website. If you do not agree to these Terms, you are not authorized to access or use the Website and should not use the Website. Please read these Terms carefully, as they include important information about your legal rights. You are solely responsible for determining whether your access to and use of the Website complies with the Terms as well as any applicable laws and regulations in your jurisdiction.

For purposes of these Terms, "you" and "your" means you as the user of the Website. If you access or use the Website on behalf of a company or other entity then "you" includes both you in an individual capacity 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, as well as on your individual behalf.

PLEASE NOTE: THE "DISPUTE RESOLUTION" SECTION OF THESE TERMS CONTAINS AN ARBITRATION CLAUSE THAT REQUIRES DISPUTES TO BE ARBITRATED ON AN INDIVIDUAL BASIS, AND PROHIBITS CLASS ACTION CLAIMS. IT AFFECTS HOW DISPUTES BETWEEN YOU AND FOUNDATION ARE RESOLVED. BY ACCEPTING THESE TERMS, YOU AGREE TO BE BOUND BY THIS ARBITRATION PROVISION. PLEASE READ IT CAREFULLY.

Foundation reserves the right, in its sole discretion, to modify these Terms from time to time. If any modifications are made, you will be notified by an update to the "Last Updated" date at the top of these Terms. All modifications will be effective when they are posted, or such later date as may be specified in the updated Terms, and your continued access or use of the Website after any modifications have become effective will serve as confirmation of your acceptance of those modifications. If you do not agree with any modifications to these Terms, you must immediately stop accessing and using the Website.

To access or use the Website, you must be able to form a legally binding contract with us. Accordingly, you represent that you are at least 18 years old or the age of majority in your jurisdiction and have the full right, power, and authority to enter into and comply with the terms and conditions of these Terms on behalf of yourself and any company or legal entity for which you may access or use the Website.

You acknowledge and agree that you are solely responsible for complying with all applicable laws of the jurisdiction you are a resident of, or located or accessing the Website from, and you represent that your access and use of the Website will fully comply with all applicable laws and regulations. By using the Website you represent and warrant that you meet these requirements, will not use the Website for any illegal activity or to engage in the "Prohibited Activities" as set forth below, and will not access or use the Website to conduct, promote, or otherwise facilitate any illegal activity. You further represent and warrant that you are not, will not, and will not attempt to access or use the Website via a virtual private network or any other similar means intended to circumvent the restrictions set forth herein.

Subject to your strict compliance with these Terms, Foundation grants you a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to access and use the Website solely for your personal, non-commercial use, in each case in accordance with these Terms. If any software, content, or other materials owned or controlled by us are distributed or made available to you as part of your use of the Website, we hereby grant you a personal, non-assignable, non-sublicensable, non-transferrable, and non-exclusive license to download, access, and/or display such software, content, and/or materials provided to you as part of the Website, in each case for the sole purpose of enabling you to use the Website as permitted by these Terms. These licenses are provided solely to enable you to use and enjoy the benefit of the Website as intended by Foundation and as permitted by these Terms. These licenses will terminate immediately if you breach any provision of these Terms or upon any termination or suspension of your access to the Website. No other rights, interests, or licenses are granted to you with respect to the Website, whether by implication, estoppel, or otherwise.

The Website, including, without limitation, its "look and feel" (e.g., text, graphics, images, logos), content, functionality, data, features, software, trademarks, service marks, copyrights, patents, and designs as well as any other proprietary content, information, and material (collectively, the "Website IP"), are the exclusive property of Foundation and its related entities and are protected under copyright, trademark, and other intellectual property laws. You agree that Foundation, its related entities, and/or its licensors exclusively own all right, title, and interest in and to the Website IP (including any and all intellectual property rights therein) and you agree not to take any action(s) inconsistent with such ownership interests. You shall not obtain any right, title, interest, or share in or to the Website IP by virtue of these Terms or your access to or use of the Website. You agree not to remove, alter, or obscure any copyright, trademark, service mark, or other proprietary rights notices incorporated in or accompanying the Website. Foundation reserves all rights in connection with the Website and its content.

Foundation reserve the following rights: (a) with or without prior notice to you, to modify, substitute, eliminate, or add to the Website; (b) to review, modify, filter, disable, delete, and remove the Website, including any and all content and information associated with it; and (c) to cooperate with any law enforcement agency, court order, government investigation or order, or third party requesting or directing that we disclose information or content that you provide.

You agree not to engage in, or attempt to engage in, or do any of the following categories of prohibited activities in connection with your access and/or use of the Website, unless applicable laws or regulations prohibit these restrictions or you have our written permission to do so:

a. copy, reproduce, alter, modify, adapt, translate, distribute, transmit, display, perform, duplicate, publish, license, sublicense, assign, create derivative works from, or offer for sale the Website, including any information contained on or obtained from or through as well as any underlying code, software, or other components that comprise the Website, except (i) for temporary files that are automatically cached by your web browser for display purposes, (ii) for personal, non-commercial use of screenshots or screen recordings, provided such content includes proper attribution to the Website and does not misrepresent the Website or its content, or (iii) as otherwise expressly permitted in these Terms;

b. decompile, disassemble, reverse engineer, attempt to reconstruct or derive the source code or structure of, or otherwise attempt to gain unauthorized access to any component of, the Website;

c. remove, alter, or obscure, any copyright, trademark, service mark, trade name, slogan, logo, image, or other proprietary notation displayed on or through the Website;

d. any activity that infringes on or violates any copyright, trademark, service mark, patent, right of publicity, right of privacy, or other proprietary or intellectual property rights under the law;

e. use automation software (bots), hacks, modifications (mods) or any other unauthorized third-party software designed to access, use, or modify the Website;

f. access or use the Website in any manner that could disable, overburden, damage, disrupt, degrade, or impair the Website or its performance, or interfere with any other party's access to or use of the Website, or use any device, software, or routine that causes the same;

g. attempt to gain unauthorized access to, interfere with, damage, or disrupt the Website, or the computer systems or networks connected to the Website;

h. circumvent, remove, alter, deactivate, degrade, or thwart any technological measure or content protections of the Website or any of the computer systems, wallets, accounts, protocols, or networks connected to the Website;

i. use any robot, spider, crawlers, or other automatic device, process, software, or queries that intercepts, "mines," scrapes, or otherwise accesses the Website to monitor, extract, copy, or collect information or data from or through the Website, or engage in any manual process to do the same;

j. introduce any viruses, trojan horses, worms, logic bombs, or other materials that are malicious or technologically harmful into our systems;

k. any activity that seeks to interfere with or compromise the integrity, security, or proper functioning of any computer, server, network, personal device, or other information technology system, including (but not limited to) the deployment of viruses and denial of service attacks;

l. impersonate any other person or entity using the Website, including by falsely stating, implying, or otherwise misrepresenting your affiliation with any person or entity;

m. any activity that seeks to defraud us or any other person or entity, including (but not limited to) providing any false, inaccurate, or misleading information in order to unlawfully obtain the property of another;

n. violate any applicable law, rule, or regulation of a relevant jurisdiction in connection with your access to or use of the Website, including, without limitation, any restrictions or regulatory requirements of Switzerland, Canada, the European Union, the United Kingdom, or the United States; or

o. access or use the Website in any way not expressly permitted by these Terms.

You acknowledge and expressly agree that any contribution by you of any bug report, comment, idea, enhancement and/or enhancement request, recommendation, proposal, correction, suggestion for improvement(s), or other feedback of any kind, in any forum, with respect to the Website ("Feedback") shall become the sole and exclusive property of Foundation and does not and will not give or grant you any right, title, or interest in or to the Website, Website IP, or any such Feedback. You agree that the Foundation may use and disclose Feedback in any manner and for any purpose whatsoever without further notice or compensation to you, and without retention by you of any proprietary or other right or claim. You hereby irrevocably assign to Foundation any and all right, title, and interest (including, but not limited to, any patent, copyright, trade secret, trademark, show-how, know-how, moral rights, and any and all other intellectual property right) that you may have in and to any and all Feedback, and, to the extent that any rights in and to Feedback cannot be assigned (including without limitation any moral rights), you hereby agree to waive such rights. To the extent that any Feedback is not assignable, you hereby grant to Foundation a fully paid up, royalty-free, worldwide, perpetual, exclusive, irrevocable, sublicensable (with the right to sublicense through multiple tiers), and transferable right and license to use, create derivative works of, reproduce, re-format, perform, display, adapt, modify, distribute, and commercialize, or otherwise commercially or non-commercially exploit in any manner, any and all such Feedback for any purpose, including, but not limited to, by incorporating any Feedback into the Website.

All information collected on the Website is subject to our Privacy Policy. By using the Website, you consent to all actions taken by us with respect to any collection and/or use of your information in compliance with the Privacy Policy which further describes how we handle the information you provide to us when you use the Website. For an explanation of our privacy practices, visit our Privacy Policy located on the Website.

Without limiting anything in the Privacy Policy, you acknowledge and agree that when you use the Website you may be interacting with public blockchains, which provide transparency into your transactions. Foundation does not control and is not responsible for any information you make public on any public blockchain by taking actions through the Website.

The Website may display, include, reference, link to (including links to third-party websites), or otherwise make available services, products, promotions, content, data, information, resources, applications, or any other material(s) made available by a third-party or by third-parties ("Third-Party Services and Materials"). All Third-Party Services and Materials are made available solely as a convenience, and Foundation does not own, control, or endorse any Third-Party Services and Materials. You agree that your access and use of such Third-Party Services and Materials is governed solely by the terms and conditions of such Third-Party Services and Materials, as applicable. Foundation is not responsible or liable for, and makes no representations as to any aspect of such Third-Party Services and Materials, including, without limitation, their content, availability, or the manner in which they handle, protect, manage, or process data, or any interaction between you and the provider of such Third-Party Services and Materials. Any statements and/or opinions expressed by or through any Third-Party Services and Materials by any third-party or third-parties is/are solely the opinion(s) and the responsibility of the person or entity providing those materials. Foundation is not responsible for examining or evaluating the content, accuracy, completeness, availability, timeliness, validity, copyright compliance, legality, decency, quality, or any other aspect of such Third-Party Services and Materials or websites. You irrevocably waive any claim against Foundation with respect to such Third-Party Services and Materials. Foundation is not liable for any damage or loss caused or alleged to be caused by or in connection with your enablement, access, or use of any such Third-Party Services and Materials, or your reliance on the privacy practices, data security processes, or other policies of such Third-Party Services and Materials. Third-Party Services and Materials and links to other websites are provided solely as a convenience to you and you access and/or use them at your own risk.

Foundation is not registered with the Financial Crimes Enforcement Network as a money services business or in any other capacity. You understand and acknowledge that we are not a marketplace facilitator, a financial institution, broker, exchange, clearing house, or creditor, nor do we broker trading orders on your behalf or match orders for buyers and sellers of securities. While we provide infrastructure to transmit cross-chain messages via the LayerZero Protocol, we are not involved in executing or settling trades (all such activity takes place directly between users entirely on public distributed blockchains).

You alone are responsible for determining whether any investment, investment strategy, or related transaction is appropriate for you based on your personal investment objectives, financial circumstances, and risk tolerance.

The Website does not provide, and does not purport to provide, any financial, investment, legal, or tax advice or services. Use of the Website should not be construed as an offer or solicitation to buy or sell any financial instrument or as a recommendation to engage in any transaction. You should consult with qualified professionals before making any financial decisions. The Website is intended solely as a technical interface to decentralized systems, and no fiduciary relationship is created between you and the Website or Foundation.

All information provided on or through the Website is made available solely for general informational purposes. Foundation does not warrant the accuracy, completeness, or usefulness of this information. Any reliance you place on such information is strictly at your own risk. Foundation disclaims all liability and responsibility arising from any reliance placed on such materials by you or any other visitor to the Website, or by anyone who may be informed of any of its contents. The Website includes content provided by third parties, including materials provided by other users, bloggers and third-party licensors, syndicators, aggregators and/or reporting services. All statements and/or opinions expressed in these materials, and all articles and responses to questions and other content, other than the content provided by the Foundation, are solely the opinions and the responsibility of the person or entity providing those materials. These materials do not necessarily reflect the opinion of the Foundation. The Foundation is not responsible, or liable to you or any third party, for the content or accuracy of any materials provided by any third parties.

THE WEBSITE IS PROVIDED ON AN "AS-IS" AND "AS-AVAILABLE" BASIS, WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, OR NON-INFRINGEMENT. TO THE FULLEST EXTENT PERMITTED BY LAW, FOUNDATION WILL NOT BE LIABLE FOR ANY DAMAGES OF ANY KIND ARISING OUT OF OR RELATED TO YOUR ACCESS TO OR USE OF THE WEBSITE, INCLUDING, BUT NOT LIMITED TO, ANY DIRECT, INDIRECT, INCIDENTAL, PUNITIVE, EXEMPLARY, SPECIAL, OR CONSEQUENTIAL DAMAGES, EVEN IF FOUNDATION HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. YOU ACKNOWLEDGE AND AGREE THAT YOUR ACCESS TO AND USE OF THE WEBSITE WILL BE AT YOUR SOLE RISK, AND THAT FOUNDATION SHALL NOT BE LIABLE FOR ANY LOSS OR DAMAGE THAT MAY RESULT FROM YOUR ACCESS TO OR USE OF THE WEBSITE, INCLUDING, BUT NOT LIMITED TO: YOUR INABILITY TO ACCESS OR USE THE WEBSITE; MODIFICATION, SUSPENSION, OR TERMINATION OF THE WEBSITE; ERRORS, OMISSIONS, INTERRUPTIONS, DELAYS, OR TRANSMISSION FAILURES; UNAUTHORIZED ACCESS TO OR ALTERATION OF ANY TRANSMISSION OR DATA; ANY TRANSACTION OR AGREEMENT ENTERED INTO THROUGH THE WEBSITE; ANY ACTIVITIES, CONDUCT, CONTENT, OR COMMUNICATIONS OF THIRD PARTIES; OR ANY DATA OR MATERIAL OBTAINED FROM A THIRD PARTY SOURCE ON OR THROUGH THE WEBSITE. FOUNDATION MAKES NO WARRANTIES OR REPRESENTATIONS REGARDING THE ACCURACY, COMPLETENESS, OR RELIABILITY OF THE WEBSITE OR ANY CONTENT LINKED TO OR ACCESSED THROUGH IT.

WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, FOUNDATION EXPRESSLY DISCLAIMS ANY LIABILITY FOR ANY (1) ERRORS, MISTAKES, INACCURACIES, OR OMISSIONS IN ANY CONTENT OR MATERIALS, (2) PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM YOUR ACCESS TO AND/OR USE OF THE WEBSITE, (3) UNAUTHORIZED ACCESS TO OR USE OF FOUNDATION'S SECURE SERVERS AND/OR ANY AND ALL PERSONAL OR FINANCIAL INFORMATION STORED THEREIN, (4) INTERRUPTION, SUSPENSION, CESSATION, OR TERMINATION OF TRANSMISSION TO OR FROM THE WEBSITE, (5) BUGS, VIRUSES, TROJAN HORSES, OR OTHER HARMFUL CODE THAT MAY BE TRANSMITTED TO OR THROUGH THE WEBSITE BY ANY THIRD PARTY, AND (6) LOSS OR DAMAGE INCURRED AS A RESULT OF THE USE OF ANY CONTENT OR MATERIALS MADE AVAILABLE THROUGH THE WEBSITE, WHETHER POSTED, TRANSMITTED, OR OTHERWISE DISSEMINATED.

IF YOU ARE DISSATISFIED WITH THE WEBSITE, YOU AGREE THAT YOUR SOLE AND EXCLUSIVE REMEDY SHALL BE FOR YOU TO DISCONTINUE YOUR USE OF THE WEBSITE. CERTAIN JURISDICTIONS DO NOT PERMIT THE EXCLUSION OR LIMITATION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES; AS SUCH, THE FOREGOING LIMITATIONS AND EXCLUSIONS MAY NOT APPLY TO YOU TO THE EXTENT PROHIBITED BY APPLICABLE LAW.

The Website is a non-custodial application. At no point does Foundation or the Website ever take possession, custody, or control of user assets. All transactions are initiated and completed directly by users through self-custody wallets that they control. By accessing and using the Website, you acknowledge and agree that you are solely responsible for the management, custody, and security of your private cryptographic keys and wallet credentials. Loss or compromise of your private key(s) may result in permanent loss of access to your digital wallet and assets, and the Website cannot retrieve or restore such access.

The Website allows users to connect self-custody wallets. At no point does Foundation or the Website host, maintain, or manage such wallets. By accessing and using the Website, you acknowledge and agree that: (i) any interaction with your self-custody wallet is solely between you and the third-party provider of that wallet; (ii) your use of any self-custody wallet is subject to the terms and conditions of the applicable third-party provider; (iii) neither Foundation nor the Website is responsible for any acts or omissions of the wallet provider, including, but not limited to, delays, errors, or losses related to wallet connectivity or signature approval mechanisms; and (iv) any actions you take through your wallet (e.g., approving transactions) are final and irreversible.

These Terms are not intended to, and do not, create or impose any fiduciary duties on us. To the maximum extent permitted by applicable law, you acknowledge and agree that we owe no fiduciary duties or liabilities to you or to any other party. Any such duties or liabilities that may otherwise exist at law or in equity are hereby fully disclaimed and waived.

You further agree that our only duties and obligations are those explicitly set forth in these Terms.

By accessing and using the Website, you represent that you are financially and technically sophisticated enough to understand the inherent risks associated with using cryptographic and blockchain-based systems, and that you have a working knowledge of the usage and intricacies of blockchain technologies, cryptocurrencies, and other digital assets, storage mechanisms, and blockchain-based software systems to be able to assess and evaluate the risks and benefits of the Website contemplated hereunder, and will bear the risks thereof, including loss of all amounts paid or stored, and the risk that the cryptocurrencies and other digital assets may have little or no value. You understand that blockchain-based transactions are irreversible.

You acknowledge that there are inherent risks associated with using or interacting with public blockchains and blockchain technology. There is no guarantee that such technology will be available or not subject to errors, hacking, or other security risks. Blockchain protocols may also be subject to sudden changes in operating rules, including forks, and it is your responsibility to make yourself aware of upcoming operating changes.

You acknowledge and agree that there are risks associated with purchasing and holding cryptocurrency. These include, but are not limited to, risk of losing access to cryptocurrency or digital assets due to slashing; loss of private key(s); custodial error or purchaser or user error; risk of mining, staking, or blockchain-related attacks; risk of hacking and security weaknesses; risk of unfavorable regulatory intervention in one or more jurisdictions; risk related to token taxation; risk of personal information disclosure; risk of uninsured losses; volatility risks; and unanticipated risks.

You further understand that the markets for digital assets are highly volatile due to factors including (but not limited to) adoption, speculation, technology, security, and regulation. You acknowledge and accept that the cost and speed of transacting with cryptographic and blockchain-based systems are variable and may increase dramatically at any time. You further acknowledge and accept the risk that your digital assets may lose some or all of their value and that you may suffer loss due to the fluctuation of prices of tokens.

You understand that anyone can create a token, including fake versions of existing tokens and tokens that falsely claim to represent projects, and acknowledge and accept the risk that you may mistakenly trade those or other tokens. You further acknowledge that we are not responsible for any of these variables or risks and cannot be held liable for any resulting losses that you experience while accessing or using the Website.

You further acknowledge and agree that your access and use of the Website may be interrupted from time to time for any or for no reason, including, without limitation, in the event of the malfunction of equipment, periodic updating, maintenance or repair of the Website or other actions that Foundation, in its sole discretion, may elect to take. You agree that we shall have no liability to you arising from or related to any inability to access or use the Website.

You expressly agree that you assume all risks in connection with your access and use of the Website and your interaction with the LayerZero Protocol. You further expressly waive and release us from any and all liability, claims, causes of action, or damages arising from or in any way relating to your access or use of the Website and your interaction with the LayerZero Protocol.

If you are a California resident, you waive the benefits and protections of California Civil Code § 1542, which provides: "[a] general release does not extend to claims that the creditor or releasing party does not know or suspect to exist in his or her favor at the time of executing the release and that, if known by him or her, would have materially affected his or her settlement with the debtor or released party."

You and Foundation acknowledge and agree that Foundation's affiliates, subsidiaries, related companies, service providers, and its and their officers, directors, supervisors, consultants, advisors, agents, representatives, partners, employees, and licensors are third party beneficiaries of these Terms.

You agree to hold harmless, release, defend, and indemnify us, our affiliates, subsidiaries, related companies, service providers, and its and their officers, directors, employees, contractors, and agents from and against all claims, damages, obligations, losses, liabilities, costs, and expenses (including attorneys' fees and costs) arising out of or in connection with: (a) your access and use, or misuse, of the Website; (b) your violation of any term or condition of these Terms, the right of any third party, or any other applicable law, rule, or regulation; (c) your dishonesty, negligence, fraudulence, or willful misconduct; and (d) any other party's access and use, or misuse, of the Website with your assistance or using any device or account that you own or control.

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL FOUNDATION, OR ITS OFFICERS, DIRECTORS, EMPLOYEES, CONTRACTORS, AGENTS, AFFILIATES, OR SUBSIDIARIES, BE LIABLE TO YOU FOR ANY INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES, INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA, OR OTHER INTANGIBLE LOSSES, ARISING OUT OF OR RELATING TO YOUR ACCESS TO OR USE OF THE WEBSITE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. FOUNDATION SHALL NOT BE LIABLE FOR ANY DAMAGE, LOSS, OR INJURY RESULTING FROM HACKING, TAMPERING, OR OTHER UNAUTHORIZED ACCESS TO OR USE OF THE WEBSITE OR THE INFORMATION CONTAINED THEREIN.

WITHOUT LIMITING THE FOREGOING, FOUNDATION ASSUMES NO LIABILITY OR RESPONSIBILITY FOR ANY: (A) ERRORS, MISTAKES, INACCURACIES, OR OMISSIONS IN ANY CONTENT OR MATERIALS; (B) PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM ANY ACCESS TO OR USE OF THE WEBSITE; (C) UNAUTHORIZED ACCESS TO OR USE OF ANY SECURE SERVER OR DATABASE UNDER OUR CONTROL, OR ANY DATA STORED THEREIN; (D) INTERRUPTION OR CESSATION OF ANY FUNCTION RELATED TO THE WEBSITE; (E) BUGS, VIRUSES, TROJAN HORSES, OR OTHER HARMFUL CODE THAT MAY BE TRANSMITTED VIA THE WEBSITE; (F) ANY CONTENT MADE AVAILABLE THROUGH THE WEBSITE, OR ANY LOSS OR DAMAGE ARISING FROM ITS USE; OR (G) THE DEFAMATORY, OFFENSIVE, OR UNLAWFUL CONDUCT OF ANY THIRD PARTY.

IN NO EVENT SHALL FOUNDATION'S, OR ANY OF ITS OFFICERS, DIRECTORS, EMPLOYEES, CONTRACTORS, AGENTS, AFFILIATES, OR SUBSIDIARIES, TOTAL AGGREGATE LIABILITY TO YOU FOR ANY AND ALL CLAIMS, PROCEEDINGS, LIABILITIES, OBLIGATIONS, DAMAGES, LOSSES, OR COSTS EXCEED THE AMOUNT YOU PAID TO US IN EXCHANGE FOR ACCESS TO AND USE OF THE WEBSITE, OR USD$50.00, WHICHEVER IS GREATER. THIS LIMITATION OF LIABILITY APPLIES REGARDLESS OF THE FORM OF ACTION, WHETHER BASED IN CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR OTHERWISE, AND EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH LIABILITY.

CERTAIN JURISDICTIONS DO NOT PERMIT THE EXCLUSION OR LIMITATION OF CERTAIN WARRANTIES OR LIABILITIES. ACCORDINGLY, CERTAIN OF THE FOREGOING DISCLAIMERS AND LIMITATIONS MAY NOT APPLY TO YOU TO THE EXTENT PROHIBITED BY APPLICABLE LAW. THIS LIMITATION OF LIABILITY SHALL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW.

a. READ THIS SECTION CAREFULLY – IT MAY SIGNIFICANTLY AFFECT YOUR LEGAL RIGHTS, INCLUDING YOUR RIGHT TO FILE A LAWSUIT IN COURT AND TO HAVE A JURY HEAR YOUR CLAIMS. IT CONTAINS PROCEDURES FOR MANDATORY BINDING ARBITRATION AND A CLASS ACTION WAIVER.

b. Informal Process First. You and Foundation agree that in the event of any dispute, claim, or controversy arising out of or relating to these Terms or the breach, termination, enforcement, interpretation, or validity thereof or the access and use of the Website (individually, a "Dispute", and collectively, the "Disputes") between you and Foundation, you must contact us by sending an email to legal@layerzero.foundation. You and Foundation agree to make a good faith sustained effort to resolve any Dispute before resorting to more formal means of resolution, including without limitation, any court action. Both you and Foundation agree that this dispute resolution procedure is a condition precedent which must be satisfied before initiating any arbitration or court action against the other party. Nothing in this clause shall prevent a party from seeking interim or provisional relief where it is reasonably necessary to do so.

c. Mandatory Arbitration of Disputes. If the foregoing informal dispute resolution process should fail to produce a satisfactory result within sixty (60) days of your email, or if any Dispute or portion thereof remains unresolved following such process, you and Foundation each agree that such Dispute will be resolved by binding, individual arbitration pursuant to the following provisions of this "Dispute Resolution" clause, and not in a class, representative, or consolidated action or proceeding. You and Foundation agree that Switzerland law governs the interpretation and enforcement of these Terms. This arbitration provision shall survive termination of these Terms.

d. Exceptions. As limited exceptions to the provisions of this "Dispute Resolution" clause, you and Foundation each retain the right to seek injunctive or other equitable relief from a court to prevent (or enjoin) the infringement or misappropriation of intellectual property rights.

e. Conducting Arbitration and Arbitration Rules. Any Disputes arising out of or relating to these Terms, including the formation, existence, validity, interpretation, performance, breach, or termination thereof, or any Dispute regarding non-contractual obligations arising out of or relating to them, shall be referred to and finally resolved by binding arbitration to be administered by JAMS in accordance with its Optional Expedited Arbitration Procedures then in effect (the "Expedited Rules"), except where the subject matter or complexity of the Dispute renders such procedures reasonably inappropriate, in which case the arbitration shall be conducted in accordance with JAMS International Arbitration Rules then in effect (the "International Rules", and together with the Expedited Rules, the "Arbitration Rules"). Both the Expedited Rules and the International Rules are deemed to be incorporated by reference into these Terms. The arbitration shall be conducted in the English language and the seat of arbitration shall be Zurich, Switzerland. The arbitration shall be determined by a sole arbitrator to be appointed in accordance with the applicable Arbitration Rules. The decision of the sole arbitrator shall be in writing and shall be final and binding upon both parties without any right of appeal, and judgment upon any award thus obtained may be entered in or enforced by any court having jurisdiction thereof. No action at law or in equity based upon any claim arising out of or in relation to these Terms shall be instituted in any court of any jurisdiction, except as specifically permitted herein. Each party irrevocably waives any right it may have to assert the doctrine of forum non conveniens, to object to the jurisdiction of the arbitral tribunal, or to challenge the enforcement of any resulting award on the basis of improper venue or lack of personal jurisdiction.

f. Arbitration Costs. Responsibility for payment of all filing, administration, and arbitrator fees will be governed by the applicable Arbitration Rules. You and Foundation each agree that the prevailing party in arbitration will be entitled to an award of attorneys' fees and expenses to the extent provided under applicable law.

g. Injunctive and Declaratory Relief. Except as provided in the "Exceptions" section above, the arbitrator shall determine all issues of liability on the merits of any claim asserted by either party and may award declaratory or injunctive relief only in favor of the individual party seeking relief and only to the extent necessary to provide relief warranted by that party's individual claim.

h. Class Action and Jury Trial Waiver. YOU AND FOUNDATION AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS ACTION, COLLECTIVE ACTION, PRIVATE ATTORNEY GENERAL ACTION, OR OTHER REPRESENTATIVE PROCEEDING. Further, if the parties' Dispute is resolved through arbitration, the arbitrator may not consolidate another person's claims with your claims, and may not otherwise preside over any form of a representative or class proceeding. If this specific provision is found to be unenforceable, then the entirety of this Dispute Resolution section shall be null and void. You and Foundation both agree to waive the right to demand a trial by jury.

i. Severability. With the exception of any of the provisions in the immediately preceding paragraph of these Terms ("Class Action Waiver"), if an arbitrator or court of competent jurisdiction decides that any part of these Terms is invalid or unenforceable, the other parts of these Terms will still apply.

You agree that a breach of these Terms will cause irreparable injury to Foundation for which monetary damages would not be an adequate remedy and Foundation shall be entitled to equitable relief in addition to any remedies it may have hereunder or at law without a bond, other security or proof of damages.

Foundation will not be liable or responsible to you, nor be deemed to have defaulted under or breached these Terms, for any failure or delay in fulfilling or performing any of our obligations under these Terms, when and to the extent such failure or delay is caused by or results from any events beyond our ability to control, including acts of God; flood, fire, earthquake, epidemics, pandemics, tsunami, explosion, war, invasion, hostilities (whether war is declared or not), terrorist threats or acts, riot or other civil unrest, government order, law, or action, embargoes or blockades, strikes, labor stoppages or slowdowns or other industrial disturbances, shortage of adequate or suitable Internet connectivity, telecommunication breakdown or shortage of adequate power or electricity, cyberattacks, protocol-level disruptions, chain-level failures, governance attacks, and other similar events beyond our control.

If any provision of these Terms shall be unlawful, void or for any reason unenforceable, then that provision shall be deemed severable from these Terms and shall not affect the validity and enforceability of any remaining provisions. These Terms and the licenses granted hereunder may be assigned by Foundation but may not be assigned by you without the prior express written consent of Foundation. Foundation'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 Foundation. 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. The section headings used herein are for reference only and shall not be read to have any legal effect.

You agree that the laws of Switzerland, without regard to principles of conflict of laws, govern these Terms and any Dispute between you and us. You further agree that the Website shall be deemed to be based solely in Switzerland, and that although the Website may be available in other jurisdictions, its availability does not give rise to general or specific personal jurisdiction in any forum outside Switzerland. You agree that the courts of Switzerland are the proper forum for any appeals of an arbitration award or for court proceedings in the event that the binding arbitration clause of these Terms is found to be unenforceable.

These Terms, and the Privacy Policy, constitute the entire agreement between you and us with respect to the subject matter hereof. These Terms supersedes any and all prior or contemporaneous written and oral agreements, communications and other understandings (if any) relating to the subject matter of the terms. The information provided on the Website is not intended for distribution to or use by any person or entity in any jurisdiction or country where such distribution or use would be contrary to law or regulation or which would subject us to any registration requirement within such jurisdiction or country. Accordingly, those persons who choose to use or access the Website from other locations do so on their own initiative and are solely responsible for compliance with local laws, if and to the extent local laws are applicable.