Terms and Conditions
ZIG Markets – Terms of Service
Effective Date:
These Terms of Service (“Terms”) govern access to and use of the ZIG Markets website, technology infrastructure, APIs, vault interfaces, digital distribution systems, and related services (collectively, the “Platform”).
By accessing or using the Platform, you acknowledge that you have read, understood, and agreed to be bound by these Terms.
1. INTRODUCTION
1.1 ZIG Markets is a commercial trademark and business brand operated by Merritt Administrators Proprietary Limited (“Merritt”), a South African financial services provider authorized under applicable South African financial regulatory frameworks, holding Financial Service Provider Category II License No. 46517, including FSP licensing and Crypto Asset Service Provider (“CASP”) authorization where applicable. CASP services are provided by CASP licensed partners.
1.2 ZIG Markets operates primarily as a technology-enabled commercial infrastructure and distribution layer facilitating:
- tokenization enablement;
- blockchain operational infrastructure;
- digital asset coordination;
- institutional onboarding;
- vault infrastructure connectivity;
- blockchain-native distribution channels; and
- ecosystem coordination services.
1.3 ZIG Markets does not operate as a bank, deposit-taking institution, collective investment scheme, or unrestricted public investment platform.
2. IMPORTANT REGULATORY DISCLOSURE
2.1 Suitability and Intended Audience. The Platform is made available exclusively to a restricted and sophisticated audience, including, without limitation: (i) institutional participants; (ii) professional counterparties; (iii) fintech companies; (iv) digital asset ecosystem participants; and (v) users who possess a requisite understanding and familiarity with blockchain-based technologies and digital assets.
2.2 Scope and Exclusion of Regulated Advice. Access to or use of the Platform is strictly limited to technology and infrastructure provision and shall not, for the avoidance of doubt, be construed as or deemed to constitute: (i) investment advice; (ii) financial advice; (iii) portfolio management services; (iv) the assumption of fiduciary duties; (v) an offer to sell securities or a solicitation to invest; or (vi) the provision of any guaranteed yield or capital-protected financial product.
2.3 Provision of Regulated Financial Activities. Any and all activities that constitute regulated financial services, including but not limited to custody, fund management, or dealing in securities, are performed solely by and remain the responsibility of appropriately licensed and regulated entities, authorized counterparties, custodians, fund managers, financial institutions, or service providers, each acting strictly within the purview of their specific regulatory authorizations.
2.4 Disclaimer of Public Offering. Neither the contents of the Platform nor these Terms of Service shall be deemed to constitute a public offering, an invitation to the public to subscribe for or purchase financial products, or a solicitation of offers to buy any security or financial instrument in any jurisdiction.
3. NATURE OF THE PLATFORM
3.1 Scope of Operations. The Platform’s function is strictly defined as an infrastructure layer, providing, inter alia: (i) technology infrastructure; (ii) tokenization enablement and facilitation; (iii) distribution coordination mechanisms; (iv) vault infrastructure coordination; (v) API and operational connectivity; and (vi) blockchain ecosystem integration services.
3.2 Facilitated Workflows. The Platform may technically enable or facilitate certain institutional and blockchain-native workflows, including: (i) the onboarding of financial product originators; (ii) end-to-end tokenization workflows; (iii) coordination of smart contract deployment; (iv) integration with vault infrastructure; (v) institutional connectivity; (vi) the provision of reporting and operational tooling; (vii) blockchain settlement processes; and (viii) distribution infrastructure access.
3.3 Exclusion of Financial Institution Activities. ZIG Markets does not engage in traditional lending activities, assume credit risk from borrowers, offer banking services, or guarantee the performance, yield, or principal of any financial product or digital asset.
4. ELIGIBILITY
4.1 User Representations and Warranties. By accessing or utilizing the Platform, the User explicitly represents and warrants, on a continuing basis, that:
(i) The User has attained the age of majority (at least 18 years old) and possesses the full legal capacity to enter into and be bound by these Terms;
(ii) All use of the Platform and associated activities are conducted in strict compliance with all applicable laws, statutes, and regulations;
(iii) The User is not located in, organized under the laws of, or resident of any prohibited or sanctioned jurisdiction;
(iv) The User is not subject to or designated on any sanctions lists or restrictions imposed by any governmental authority;
(v) The User shall not use the Platform for any unlawful, illegal, or fraudulent purposes; and
(vi) Where required by applicable local laws, the User qualifies as a professional, sophisticated, institutional, or otherwise legally eligible participant.
4.2 Discretionary Right to Restrict Access. ZIG Markets reserves the sole and absolute discretion to restrict, suspend, or deny access to the Platform to any individual, wallet, entity, jurisdiction, or protocol at any time, based on its internal risk assessment, compliance considerations, or any other reason it deems appropriate.
5. BLOCKCHAIN AND DIGITAL ASSET RISKS
5.1 Acknowledgment of Inherent Risk. The User expressly acknowledges, understands, and accepts that the utilization of blockchain technologies, digital assets, and decentralized finance (DeFi) ecosystems involves substantial and inherent risks. The User further acknowledges that transactions executed across blockchain networks are generally cryptographic, immutable, and irreversible.
5.2 Illustrative Enumeration of Risks. Without limiting the generality of the foregoing, such substantial risks include, but are not limited to:
(i) smart contract vulnerabilities and potential exploits;
(ii) underlying protocol failures or governance attacks;
(iii) validator or node operator failures;
(iv) loss of private keys or compromise of wallet infrastructure;
(v) network congestion, latency, and associated costs (gas fees);
(vi) risks associated with stablecoin peg stability and potential de-pegging events;
(vii) cybersecurity incidents, data breaches, and software bugs;
(viii) adverse changes in regulatory and legislative frameworks (Regulatory Uncertainty);
(ix) market illiquidity, extreme volatility, and rapid price fluctuations; and
(x) the potential for complete and total loss of all digital assets or capital.
5.3 Disclaimer of Network Guarantees. ZIG Markets provides no warranty or guarantee of uninterrupted access to the Platform or any associated blockchain network, nor does it guarantee transaction finality, protocol availability, or perpetual compatibility with any specific digital asset or blockchain ecosystem.
6. VAULT INFRASTRUCTURE
6.1 Nature of Vaults. Access to certain tokenized financial products or digital asset opportunities may be facilitated through the Platform's blockchain-native Vault Infrastructure (each, a "Vault"). Vaults are strictly technological mechanisms designed for automated on-chain allocation, participation, and interaction with specified digital assets and financial product ecosystems.
6.2 Operational Functionality. The operational functionality of a Vault may include, but is not limited to: (i) the processing of stablecoin-denominated subscriptions and redemptions; (ii) the implementation of automated allocation and execution logic via smart contracts; (iii) the facilitation of blockchain-based settlement processes; (iv) the aggregation of yield reporting; and (v) integration with underlying staking protocols or smart-contract-enabled operational workflows.
6.3 Disclaimer. For the avoidance of doubt, Vaults shall not be construed as or deemed to constitute: (i) bank accounts, deposits, or savings products; (ii) guaranteed investment products or capital-protected arrangements; or (iii) collective investment schemes, unless explicitly designated and regulated as such under a separate and formal legal agreement. Participation in any Vault structure is undertaken entirely at the User’s own risk and discretion.
7. FINANCIAL PERFORMANCE DISCLAIMER
7.1 Informational Purpose of Metrics. Any and all references to historical performance, projected returns, yields, or financial metrics disseminated via the Platform are provided solely for informational, illustrative, and reference purposes. Past performance is not indicative of and offers no guarantee of future results.
7.2 Exclusion of Guarantees. ZIG Markets provides no representations, warranties, or guarantees, explicit or implied, regarding: (i) the profitability or positive financial outcomes of any activity undertaken on or through the Platform; (ii) the preservation of capital or digital assets; (iii) the continuous availability of liquidity or redemption mechanisms; (iv) specific investment outcomes; or (v) general financial performance. The User expressly acknowledges the inherent possibility of complete loss of all digital assets or capital utilized on the Platform.
8. REGULATORY COMPLIANCE AND DUE DILIGENCE
8.1 User Obligations. The User covenants and agrees to comply strictly with all applicable domestic and international regulatory requirements, including, without limitation: (i) sanctions laws and regulations; (ii) Anti-Money Laundering (AML) and Counter-Terrorist Financing (CTF) laws; (iii) applicable securities and financial regulatory requirements; and (iv) all relevant tax and reporting obligations in their jurisdiction.
8.2 Compliance Protocols. ZIG Markets reserves the right, and the User consents, to implement and conduct enhanced due diligence and monitoring protocols, which may include: (i) Know-Your-Customer (KYC) and Know-Your-Business (KYB) verification procedures; (ii) comprehensive sanctions and Politically Exposed Person (PEP) screening; (iii) wallet screening and blockchain analytics reviews; and (iv) continuous transaction monitoring.
8.3 Remedial Action. Access to the Platform may be immediately restricted, suspended, or terminated by ZIG Markets should any actual or perceived compliance concern arise, or where regulatory or internal risk assessment standards are not satisfied by the User.
9. GEOGRAPHIC AND JURISDICTIONAL RESTRICTIONS
9.1 Exclusion of Restricted Jurisdictions. The Platform is not intended for and may not be accessed by persons or entities located in, organized under the laws of, or ordinarily resident in any jurisdiction where the use of the Platform is prohibited by law, subject to comprehensive sanctions or embargoes, or otherwise violates applicable regulatory restrictions.
9.2 Violation of Local Law. The User is solely responsible for determining whether their use of the Platform is permissible under the laws of their jurisdiction. Accessing the Platform from any such prohibited jurisdiction constitutes a material breach of these Terms.
9.3 Enforcement Rights. ZIG Markets retains the unreserved right to employ geo-blocking technologies and other operational measures to restrict, suspend, or terminate access to the Platform at any time and without prior notice to Users located in or transacting from jurisdictions deemed prohibited or high-risk.
10. INTELLECTUAL PROPERTY RIGHTS
10.1 Ownership and Retention. All proprietary rights, title, and interest in and to the Platform, including but not limited to: (i) the underlying software code and APIs; (ii) trademarks, service marks, and trade names; (iii) original content, graphics, and documentation; (iv) the proprietary vault architecture and business methodologies; and (v) all associated confidential and proprietary systems, shall remain the exclusive property of Merritt Administrators Proprietary Limited and its licensors.
10.2 Trademark Restriction. The designation "ZIG Markets" constitutes a commercial trademark and brand name. The User is expressly prohibited from using, copying, or otherwise leveraging this trademark or any associated intellectual property without the express, prior written consent of Merritt Administrators Proprietary Limited.
11. AI-ENABLED OPERATIONAL SYSTEMS
11.1 Limited Purpose. The Platform may incorporate Artificial Intelligence (AI) or machine learning systems for the sole purpose of enhancing operational efficiency and workflow automation. The intended scope of these systems is limited to: (i) providing operational support and accelerating technical workflows; (ii) assisting with data organization and preliminary proposal generation; and (iii) facilitating institutional coordination assistance.
11.2 Exclusion of Decision-Making Authority. AI systems are explicitly excluded from performing, and shall not be relied upon for: (i) the provision of financial, investment, or legal advice; (ii) the execution of autonomous trading activities; or (iii) the making of discretionary investment or regulated financial decisions. All activities requiring regulatory oversight or discretionary judgment remain strictly subject to human review and decision-making.
12. THIRD-PARTY INTEGRATIONS AND SERVICES
12.1 Integration Acknowledgment. The Platform utilizes and integrates with various independent third-party service providers, which may include, but are not limited to: (i) digital asset custodians, wallet providers, and exchanges; (ii) underlying blockchain protocols and decentralized applications (DeFi); (iii) core infrastructure and operational providers; and (iv) licensed stablecoin issuers or financial institutions.
12.2 Exclusion of Responsibility. ZIG Markets exercises no control over the operations, performance, or security of any third-party systems. Accordingly, ZIG Markets shall not be responsible or liable for any losses, damages, or consequences arising from: (i) the failure, interruption, or downtime of third-party services; (ii) security compromises, hacks, or operational errors attributable to third parties; (iii) the insolvency or business failure of any third-party provider; or (iv) any conduct, negligence, or breach of contract by a third party.
13. LIMITATION OF LIABILITY
13.1 Exclusion of Indirect Damages. To the maximum extent permissible under applicable law, in no event shall Merritt Administrators Proprietary Limited, ZIG Markets, the ZIGChain Foundation, its affiliates, directors, officers, employees, agents, or service providers be liable for any indirect, incidental, punitive, special, or consequential damages, including, without limitation: (i) lost profits, revenue, or opportunity; (ii) loss of data or reputational damage; (iii) losses resulting from digital asset volatility or loss; (iv) damages arising from smart contract vulnerabilities, protocol exploits, or blockchain network disruptions; or (v) damages resulting from an event of Force Majeure.
13.2 Cap on Liability. Notwithstanding any provision to the contrary, the aggregate, total liability of ZIG Markets and its associated entities to the User arising out of or relating to the use of the Platform shall be strictly limited to the amount of direct fees, if any, paid by the User to ZIG Markets during the period of twelve (12) months immediately preceding the event giving rise to the claim.
13.3 Non-Excludable Liability. Nothing contained within these Terms is intended to exclude or limit any liability which cannot be lawfully excluded or limited under the governing law.
14. FORCE MAJEURE
ZIG Markets shall not incur any liability for any delay, interruption, failure, or impairment in performance of any obligation under these Terms caused by events or circumstances beyond its reasonable control, including, but not limited to: (i) failure, disruption, or cessation of any underlying blockchain network or protocol; (ii) cyberattacks, malicious activity, or system infiltration; (iii) acts of governmental or regulatory authorities, including the imposition of sanctions or significant regulatory changes; (iv) acts of war, terrorism, civil unrest, or labor disputes; (v) failures of public utilities or internet infrastructure; or (vi) the material failure of essential third-party infrastructure providers.
15. PRIVACY AND DATA PROCESSING
15.1 Data Processing Consent. Use of the Platform necessitates the collection, storage, and processing of personal data, including, but not limited to, transactional information and operational data. By accessing the Platform, the User explicitly consents to such processing in full compliance with all applicable data protection laws and the comprehensive ZIG Markets Privacy Policy, which is incorporated by reference herein.
15.2 Confidentiality and AI Use. The User is strictly prohibited from inputting or uploading any confidential, proprietary, or personally identifiable information into any public-facing or external Artificial Intelligence systems or tools in connection with their use of the Platform, unless such action is supported by appropriate corporate authorization and a valid legal basis.
16. SUSPENSION AND TERMINATION
16.1 Grounds for Action. ZIG Markets reserves the unconditional right to suspend or terminate the User’s access to the Platform, immediately and without prior notice, upon the occurrence of any of the following: (i) where required by a competent legal or regulatory authority; (ii) the discovery of material compliance concerns or violation of sanctions laws; (iii) the detection of misuse, fraudulent activity, or illegal conduct; (iv) the emergence of material security or operational risks; or (v) any breach of these Terms by the User.
16.2 Survival. Termination or suspension of access shall not affect the User’s or ZIG Markets’ accrued rights, obligations, or liabilities that arose prior to the effective date of termination, and the provisions intended to survive, including Sections 7, 10, 13, and 18, shall remain in full force and effect.
17. MODIFICATIONS TO TERMS
ZIG Markets reserves the unilateral right to amend, modify, or revise these Terms of Service at any time. The updated Terms shall become effective immediately upon their publication on the Platform. The User’s continued access to or use of the Platform subsequent to the publication of any modifications shall constitute the User’s binding acceptance of the revised Terms.
18. GOVERNING LAW AND DISPUTE RESOLUTION
18.1 Governing Law. These Terms and any non-contractual disputes or claims arising out of or in connection with the Platform shall be governed by and construed exclusively in accordance with the laws of the Republic of South Africa, without reference to its conflict of laws principles.
18.2 Mandatory Arbitration. Any controversy, dispute, or claim arising out of or relating to these Terms, including any questions regarding their existence, validity, or termination, shall be finally and irrevocably settled by confidential arbitration administered by the Arbitration Foundation of Southern Africa (“AFSA”).
18.3 Arbitration Details. The seat and place of the arbitration shall be Johannesburg, South Africa. The proceedings shall be conducted in the English language by a single arbitrator appointed in accordance with the AFSA rules. The award rendered by the arbitrator shall be final and binding upon the parties.
19. CONTACT AND LEGAL NOTICES
For all official correspondence and legal notices pertaining to these Terms or the Platform, please utilize the following contact information:
ZIG Markets
Operated by Merritt Administrators Proprietary Limited (South Africa)
Website: zigmarkets.com
Legal Email: legal@zigchain.com
20. DISCLAIMER OF WARRANTIES
20.1 As-Is and As-Available Basis. The Platform, and all components thereof, including all underlying technology, intellectual property, content, and services, are provided and made available on a strictly "as is" and "as available" basis, without any warranties or representations of any kind whatsoever.
20.2 Exclusion of Warranties. To the fullest extent permitted by applicable law, ZIG Markets expressly disclaims all warranties, whether statutory, express, or implied, including, but not limited to: (i) warranties of merchantability; (ii) fitness for a particular purpose; (iii) title; (iv) non-infringement; (v) accuracy, completeness, or suitability of information; and (vi) freedom from security errors, viruses, or other harmful components.
20.3 Lack of Operational Guarantee. ZIG Markets makes no warranty that the Platform will be continuous, timely, uninterrupted, secure, or free from error, or that any defects, errors, or vulnerabilities will be corrected. The User utilizes the Platform entirely at their own risk.
21. INDEMNIFICATION
21.1 Indemnity Obligation. The User agrees to indemnify, defend, and hold harmless Merritt Administrators Proprietary Limited, ZIG Markets, the ZIGChain Foundation, and their respective affiliates, directors, officers, employees, agents, and service providers (collectively, the "Indemnified Parties") from and against any and all claims, demands, actions, liabilities, costs, losses, damages, and expenses, including reasonable legal fees, arising out of or relating to: (i) the User’s breach of any term or provision of these Terms; (ii) the User’s violation of any applicable law, regulation, or the rights of a third party; (iii) the User’s fraudulent, negligent, or willful misconduct in connection with the Platform; or (iv) any activity or transaction conducted by the User on or through the Platform.
21.2 Cooperation. ZIG Markets reserves the right to assume the exclusive defense and control of any matter otherwise subject to indemnification by the User, in which case the User agrees to cooperate fully with ZIG Markets in asserting any available defenses.