Terms of Service

1. Acceptance of Terms

1.1 Binding Agreement

By clicking "I Agree," creating an account, connecting a cryptocurrency Wallet, accessing any portion of the Platform, or otherwise using any of the Services, you acknowledge that you have read, understood, and agree to be bound by these Terms. If you do not agree to these Terms in their entirety, you must not access or use the Platform.

1.2 Authority to Contract

If you are using the Platform on behalf of a corporation, partnership, limited liability company, governmental body, or other legal entity, you represent and warrant that (i) you have full legal authority to bind such entity to these Terms, (ii) you have read and understood these Terms, and (iii) you agree to these Terms on behalf of such entity. In that event, "you" and "your" refer to both you individually and the entity you represent.

1.3 Minimum Age

You represent and warrant that you are at least eighteen (18) years of age or the age of majority in your jurisdiction of residence, whichever is greater, and that you have the legal capacity to enter into these Terms. The Platform is not directed to children under the age of 13 and is not offered or intended for use by minors under the age of 18 except through institutional Education accounts administered by a qualifying educational institution. Individuals under the age of 18 may not create individual accounts.

1.4 Incorporation by Reference

The following policies are incorporated into these Terms by reference and form part of your agreement with Zoryxon: Privacy Policy, Acceptable Use Policy, DMCA Policy, Cookie Policy, Asset Shield Terms, Disclaimers, Data Processing Addendum, and Subprocessors List.

2. Definitions

Capitalized terms used in these Terms have the meanings set forth below. Additional defined terms may appear elsewhere in these Terms and shall have the meanings ascribed to them in context.

• "Account" means the User profile created and maintained on the Platform in connection with a connected Wallet.
• "Agent" or "AI Agent" means an automated or autonomous software agent (including large-language-model-powered agents) registered through the Zoryxon AI Agent Trust System and authorized to act on behalf of a User subject to the permissions, spending limits, and kill-switch controls configured by that User.
• "API" means the application programming interfaces made available by Zoryxon that enable programmatic access to the Services.
• "Blockchain" means any public distributed ledger on which the Platform writes or reads data, including without limitation Arbitrum One, Ethereum mainnet, and Hedera.
• "Buyer" means a User who acquires a License through the Marketplace.
• "Content" means any data, file, text, image, audio, video, code, document, model, dataset, or other material that a User uploads to, registers through, or makes available via the Platform.
• "Digital Asset" means any cryptographic token, NFT, tokenized right, or other on-chain representation of value or ownership that interacts with the Platform.
• "License" means a usage right to Content granted by a Seller to a Buyer through the Marketplace pursuant to a machine-readable licensing schema.
• "Marketplace" means the portion of the Platform that enables Users to list, license, and acquire Content.
• "Platform" means, collectively, the Zoryxon websites, smart contracts, software-as-a-service offerings, APIs, dashboards, SDKs, and related services.
• "Seller" means a User who lists Content for License on the Marketplace.
• "Services" means, collectively, all products, features, and functionality made available by Zoryxon through the Platform.
• "Smart Contract" means computer code deployed to a Blockchain that executes deterministically according to its logic.
• "Subscription" means a paid SaaS plan providing access to Services described in Section 5.
• "Transaction" means any on-chain or off-chain action initiated through the Platform, including without limitation registration, minting, transfer, licensing, staking, and payment.
• "Trust Attestation" means a cryptographically signed assertion issued by Zoryxon or an approved attestation provider regarding one or more pillars of trust applicable to a User, Wallet, Content item, or Agent.
• "User" means any person or entity that accesses or uses the Platform.
• "Vault" means a logical container associated with an Account in which encrypted Content references, proofs, and metadata are organized.
• "Verification Record" means the on-chain and off-chain record of timestamps, hashes, attestations, and trust signals generated by the Platform in connection with Content.
• "Wallet" means a self-custodial cryptocurrency wallet (e.g., MetaMask, Coinbase Wallet, or any WalletConnect-compatible wallet) controlled by a User.

3. Account Registration and Security

3.1 Wallet-Based Authentication

Access to authenticated portions of the Platform requires connection of a compatible Wallet via the Sign-In with Ethereum (SIWE) protocol. Compatible Wallets include MetaMask, Coinbase Wallet, and WalletConnect-compatible Wallets. Your Wallet address will be publicly associated with Transactions executed through the Platform.

3.2 Non-Custodial Architecture

The Platform is non-custodial. Zoryxon does not store, hold, control, manage, or have access to your private keys, seed phrases, recovery phrases, or unencrypted Content at any time. You are solely and exclusively responsible for the generation, storage, and security of your private keys, seed phrases, and encryption keys. Loss of such credentials will result in permanent loss of access to your Account, your Digital Assets, and any encrypted Content, and Zoryxon will have no ability to restore such access.

3.3 Account Accuracy

You agree to (i) provide accurate, current, and complete information for any optional profile fields you elect to complete, (ii) maintain and promptly update such information, (iii) maintain only one Account per individual or entity unless expressly authorized by Zoryxon in writing, and (iv) not create or operate an Account to circumvent restrictions, impersonate another person, or manipulate the Platform.

3.4 Unauthorized Use

You are responsible for all activities conducted through your Account. You must notify Zoryxon immediately at security@zoryxon.com of any suspected unauthorized use of your Account or compromise of your Wallet. Zoryxon is not liable for any loss arising from unauthorized use of your Account that occurred prior to Zoryxon's receipt and reasonable opportunity to act on such notice.

3.5 Account Termination

You may terminate your Account at any time as described in Section 17. Zoryxon may suspend or terminate your Account in accordance with these Terms, the Acceptable Use Policy, or as required by law.

4. Description of Services

4.1 Overview

Zoryxon provides trust infrastructure for the AI age. The Platform offers cryptographically anchored proof of existence, origin, humanity, substance, consent, lineage, terms, integrity, provenance, and context for digital Content (the "Ten Pillars of Trust"), along with related identity, licensing, compliance, and marketplace services. Zoryxon operates as neutral software infrastructure; it does not evaluate the truth, falsity, artistic merit, or legal status of any Content.

4.2 Core Platform

The Core Platform enables registration of Content through client-side encryption, SHA-256 hashing, decentralized storage, and on-chain timestamping on Arbitrum One. Zoryxon functions as a digital notary: it timestamps, hashes, and proves. Users hold their own cryptographic keys and maintain sole control over their encrypted Content at all times.

4.3 Asset Shield

Asset Shield is an identity-bound asset protection product that wraps Digital Assets in Trust-Bound wrappers enforcing dual-condition transfers (valid key signature + valid identity attestation). Zoryxon is not a bank, investment advisor, broker-dealer, custodian, money services business, or insurance provider. Asset Shield does not hold, custody, or manage User funds. Additional terms are set forth in the Asset Shield Terms.

4.4 AI Agent Trust System

The AI Agent Trust System provides agent identity registration, authorization policies, trust scoring, spending limits, compliance auditing, and a mandatory kill switch for AI Agents acting on behalf of Users. Registration, authorization, and audit records are anchored on Hedera. You are solely responsible for the configuration, monitoring, and actions of any Agent you register, as further described in Section 9.

4.5 Marketplace

The Marketplace enables Users to list, license, and acquire Content through machine-readable licensing schemas. Additional terms applicable to Marketplace Transactions are set forth in Section 6.

4.6 API and Developer Services

Zoryxon provides APIs and software development kits to enable programmatic integration with the Platform. Use of the API is subject to rate limits, authentication requirements, and the Acceptable Use Policy. Zoryxon reserves the right to modify, deprecate, or discontinue API endpoints with reasonable notice where practicable.

4.7 Compliance Infrastructure

The Platform provides features designed to support compliance with applicable laws, including the European Union Artificial Intelligence Act (EU AI Act), the Content Authenticity and Integrity in Technology Act (CAITA), the Digital Millennium Copyright Act (DMCA), the Bank Secrecy Act, and sanctions regulations administered by the U.S. Office of Foreign Assets Control ("OFAC"). Compliance features are provided as infrastructure and do not constitute legal advice. Users are responsible for their own compliance with applicable law.

4.8 Verified Badge

The Verified Badge is an embeddable verification mark gated by Subscription tier. Zoryxon reserves the right to revoke a Badge at any time for any reason, including violation of these Terms or the Acceptable Use Policy. The Badge may not be modified, used deceptively, or displayed in connection with unverified Content.

4.9 No Legal or Financial Advice

The Platform is provided as software infrastructure and does not create a fiduciary, attorney-client, investment-advisory, or broker-dealer relationship between Zoryxon and any User. Zoryxon does not provide legal, tax, accounting, investment, or financial advice. You should consult qualified professionals before taking action based on any output of the Platform.

5. Subscription Tiers and Fees

5.1 Subscription Tiers

The Platform is offered under the following Subscription tiers. Pricing below is in U.S. dollars and is subject to change in accordance with Section 5.5.

• Starter (Free). Limited registration allowance; Marketplace selling disabled.
• Verify ($99 per month). Increased registration allowance; Marketplace selling at the Verify transaction-fee rate (Section 5.3).
• Creator Pro ($199 per month). Expanded registration allowance; reduced Marketplace transaction fee; advanced Agent controls.
• Enterprise (custom pricing). Unlimited registrations, lowest Marketplace transaction fee, service-level commitments, SSO, and custom legal terms negotiated through a separate order form or master services agreement.

5.2 Payment Processing

Subscription fees are billed in fiat currency in advance on a recurring monthly or annual basis and are processed by third-party payment processors, including Stripe, Inc. ("Stripe"). By providing payment information, you authorize Zoryxon and its payment processors to charge the applicable fees, taxes, and other charges to your designated payment method. You agree to Stripe's applicable terms of service and privacy policy.

5.3 Marketplace Transaction Fees

The Platform collects Marketplace transaction fees automatically by Smart Contract upon settlement of a Marketplace Transaction. The fee tiers are: Verify (5%), Creator Pro (2%), and Enterprise (1%). Users on the Starter (Free) tier may not act as Sellers. The maximum Marketplace fee is hard-capped at 10% and enforced by Smart Contract; this cap cannot be exceeded regardless of future fee changes.

5.4 Blockchain Gas Fees

Transactions written to a Blockchain incur gas fees set by the applicable network. Zoryxon currently subsidizes gas for certain registration and verification actions via an ERC-2771 meta-transaction relayer, subject to tier-based rate limits (Starter: 50/month; Verify: 500/month; Creator Pro: 2,000/month; Enterprise: unlimited). Gas subsidization is provided in Zoryxon's sole discretion and may be modified, reduced, or discontinued at any time. Marketplace Buyers are responsible for their own gas fees on purchase Transactions.

5.5 Price Changes

Zoryxon may modify Subscription prices, tier structure, or Marketplace fees from time to time upon not less than thirty (30) days' prior notice to active Users through the Platform interface or, where available, via email. Continued use of the Services after the effective date of a price change constitutes acceptance of the new pricing. If you do not agree, you must cancel your Subscription before the effective date.

5.6 Taxes

Fees are exclusive of all applicable sales, use, value-added, goods and services, withholding, or other taxes or duties, all of which are your responsibility unless Zoryxon is required by law to collect them.

5.7 Refunds

Except as required by applicable law, Subscription fees are non-refundable, and no partial refunds are issued for unused time within a billing period. On-chain fees (gas and Smart-Contract-collected Marketplace fees) are non-refundable under any circumstances once the corresponding Transaction has been confirmed on a Blockchain. Billing disputes must be submitted to legal@zoryxon.com within thirty (30) days of the charge.

6. Marketplace Terms

6.1 Zoryxon as Intermediary

Zoryxon operates the Marketplace as a neutral technology intermediary. Zoryxon is not a party to any License, contract, or commercial arrangement between a Seller and a Buyer. Zoryxon is not a broker, dealer, agent, or fiduciary of any party.

6.2 Seller Representations

By listing Content, the Seller represents and warrants that (i) the Seller owns or has all rights, licenses, consents, and permissions necessary to grant the License, (ii) the Content and the License do not and will not infringe or misappropriate any third-party intellectual property or other rights, (iii) the License terms are accurate and not misleading, and (iv) the Seller will honor the License as granted.

6.3 Buyer Responsibilities

Buyers are responsible for reviewing License terms before acquiring a License. All sales are final at the moment of Blockchain confirmation, subject to Section 6.5.

6.4 No Verification of Claims

Zoryxon does not verify, warrant, or guarantee the accuracy of Seller claims, the authenticity of Content, the enforceability of License terms, or the suitability of any Content for any purpose. Trust signals generated by the Platform reflect technical data and user-submitted information only and do not constitute editorial judgment by Zoryxon.

6.5 Dispute Resolution Between Users

Disputes between Sellers and Buyers shall be resolved directly between the parties or through the Origin Challenge and Contest Registry mechanisms described in the Platform documentation. Zoryxon may, in its sole discretion, provide information in its possession to assist resolution but is not obligated to adjudicate, mediate, or resolve User-to-User disputes. Nothing in this Section limits Zoryxon's right to enforce these Terms or the Acceptable Use Policy.

6.6 Reserved Rights

Zoryxon reserves the right to delist Content, suspend listings, freeze Transactions, or restrict Marketplace access in response to suspected violations of law or these Terms, including claims of intellectual-property infringement submitted pursuant to the DMCA Policy.

7. Intellectual Property

7.1 Your Content

You retain all right, title, and interest, including all intellectual property rights, in and to any Content you register on or submit through the Platform ("Your Content"). Zoryxon does not claim ownership of Your Content.

7.2 License to Zoryxon

You grant Zoryxon a worldwide, non-exclusive, royalty-free, sublicensable (solely to Zoryxon's subprocessors for the purpose of providing the Services) license to host, store, transmit, process, hash, index, cache, and display Your Content, associated metadata, and Verification Records solely as reasonably necessary to operate, provide, maintain, secure, and improve the Platform and to comply with law. This license does not grant Zoryxon any right to decrypt ciphertext, access unencrypted Content, or use Your Content beyond what is strictly necessary to provide the Services. This license terminates when Your Content is removed from the Platform, except with respect to (i) immutable Blockchain records that cannot be deleted and (ii) retained backup or audit records to the extent permitted by law.

7.3 Non-Custodial Encryption

All Content is encrypted client-side using AES-256-GCM prior to upload. Encryption keys are generated and retained exclusively on your device. Zoryxon servers do not receive, process, or store unencrypted Content. Only you can decrypt and access your original files.

7.4 Feedback

If you provide Zoryxon with suggestions, ideas, or feedback relating to the Platform, you grant Zoryxon a perpetual, irrevocable, worldwide, royalty-free, fully paid-up license to use such feedback for any purpose without obligation or compensation to you.

7.5 Zoryxon Intellectual Property

The Zoryxon name, logos, marks, Platform software, Smart Contracts, documentation, APIs, user interfaces, and all related materials (collectively, "Zoryxon IP") are owned by or licensed to Zoryxon LLC and are protected by applicable intellectual property laws, including copyright, trademark, trade secret, and patent laws. Zoryxon reserves all rights not expressly granted in these Terms. Patents Pending. Except as expressly permitted herein, you may not copy, modify, adapt, translate, distribute, publicly display, publicly perform, sell, lease, rent, license, sublicense, decompile, disassemble, or reverse engineer any portion of the Zoryxon IP.

8. Blockchain Immutability Disclosure

8.1 Permanence of On-Chain Data

You acknowledge and agree that any data written to a Blockchain, including Arbitrum One, Ethereum mainnet, Hedera, and any future networks the Platform may support, is permanent, publicly visible, and cannot be deleted, reversed, altered, or redacted by Zoryxon or any other party. This includes content hashes, timestamps, proof records, license records, ownership transfers, attestations, and compliance events.

8.2 Informed Consent

Before initiating any Transaction that writes to a Blockchain, you acknowledge and consent to the permanence of such data. You are solely responsible for verifying the accuracy of all Transaction details, including recipient addresses, amounts, and license terms, before signing.

8.3 Network Conditions

Transaction confirmation times depend on network conditions, including congestion and gas prices, and are outside Zoryxon's control. Zoryxon makes no guarantee regarding Blockchain uptime, latency, finality, or the continued availability of any particular network.

8.4 Smart Contract Upgrades

Certain Smart Contracts use the Universal Upgradeable Proxy Standard (UUPS) and are controlled by authorized Platform administrators subject to internal security procedures. Zoryxon does not currently use DAO-style governance for contract upgrades and reserves the right to upgrade Smart Contracts to maintain security, remediate vulnerabilities, or improve functionality.

8.5 Off-Chain Data

Off-chain data stored by Zoryxon (including database records and logs) may be deleted, anonymized, or modified in accordance with the Privacy Policy and applicable law, including data-subject rights under the General Data Protection Regulation, California Consumer Privacy Act, and other applicable privacy laws.

9. Prohibited Conduct

Your use of the Platform is subject to the Acceptable Use Policy ("AUP"), which is incorporated into these Terms by reference. Without limiting the AUP, you agree that you will not, and will not permit any third party or Agent under your control to:

• upload, register, transmit, or make available any Content that is illegal, infringing, obscene, defamatory, harassing, threatening, or that sexualizes minors;
• register, claim ownership of, or list on the Marketplace Content that you do not own or are not authorized to register;
• submit false, fraudulent, or misleading Trust Attestations, proofs, identity claims, or Verification Records;
• engage in fraud, deception, market manipulation, wash trading, shill bidding, spoofing, front-running, or other manipulative conduct;
• impersonate any person, entity, or Wallet, or misrepresent your affiliation with any person or entity;
• attempt to gain unauthorized access to any Account, Wallet, Smart Contract, system, server, database, or network;
• reverse engineer, decompile, disassemble, derive source code from, or attempt to extract trade secrets from the Platform, except to the limited extent expressly permitted by law;
• interfere with, disrupt, or impose an unreasonable load on the Platform, including by transmitting viruses, worms, malware, or malicious code, or by conducting denial-of-service attacks;
• use, transact with, or provide access to the Platform to any person or entity that is the subject of sanctions or located in a sanctioned jurisdiction (see Section 10);
• use the Platform to structure, layer, or otherwise launder funds, finance terrorism, or evade sanctions, taxes, or regulatory obligations;
• scrape, crawl, spider, or otherwise extract data from the Platform except through official APIs in accordance with their documented rate limits;
• circumvent, disable, or interfere with security features, access controls, rate limits, kill switches, or content-moderation mechanisms;
• manipulate, game, or attempt to corrupt the Origin Challenge, Contest Registry, pillar scoring, staking, trust graph, or attestation oracle systems; or
• use the Platform in any manner that violates any applicable law, regulation, or third-party right.

Violation of this Section 9 or the AUP may result in immediate suspension or termination of your Account, forfeiture of staked assets, delisting of Content, reporting to law-enforcement authorities, and any other remedy available at law or in equity.

10. OFAC and Sanctions Compliance

10.1 Screening

Zoryxon screens Wallet addresses and other available identity signals against the list of Specially Designated Nationals and Blocked Persons maintained by OFAC, consolidated sanctions lists maintained by the United Nations, European Union, United Kingdom, and other applicable authorities, and Zoryxon's supplemental blocklists. Screening is fail-closed: where a screening result is ambiguous or unavailable, access may be denied.

10.2 Prohibited Users and Jurisdictions

You represent and warrant that you are not, and are not acting on behalf of, (i) any person named on any sanctions list described in Section 10.1, (ii) any person owned 50% or more by any such person, or (iii) any person located, organized, or ordinarily resident in any country or territory that is the subject of comprehensive U.S. sanctions (currently including, without limitation, Cuba, Iran, North Korea, Syria, the Crimea region of Ukraine, and the so-called Donetsk and Luhansk People's Republics).

10.3 Remedies

Zoryxon reserves the right, in its sole discretion, to freeze, restrict, reject, reverse (where technically feasible off-chain), or terminate Transactions, Accounts, or access rights to comply with sanctions laws. You agree that Zoryxon will have no liability for any action taken in good faith pursuant to this Section 10.

10.4 Audit Log

All screening decisions are recorded in a tamper-evident, append-only audit log with SHA-256 hash chaining, as further described in the Privacy Policy.

11. Disclaimers and Limitation of Liability

11.1 Disclaimer of Warranties

THE PLATFORM AND SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE," WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, ZORYXON AND ITS AFFILIATES, OFFICERS, MEMBERS, MANAGERS, EMPLOYEES, AGENTS, LICENSORS, AND SUBPROCESSORS (COLLECTIVELY, THE "ZORYXON PARTIES") DISCLAIM ALL WARRANTIES, INCLUDING WITHOUT LIMITATION WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, ACCURACY, UNINTERRUPTED USE, AND WARRANTIES ARISING OUT OF COURSE OF DEALING, USAGE, OR TRADE.

11.2 Specific Disclaimers

Without limiting Section 11.1, the Zoryxon Parties make no warranty that (i) the Platform will meet your requirements or expectations, (ii) the Platform will be uninterrupted, timely, secure, or error-free, (iii) any Blockchain network will be available, performant, or free of congestion, (iv) any Transaction will be confirmed, finalize, or execute as intended, (v) any Smart Contract (whether operated by Zoryxon or a third party) is free of vulnerabilities, (vi) gas prices, network fees, or exchange rates will remain stable, or (vii) any Content, Trust Attestation, or Verification Record generated through the Platform will be accurate, complete, or enforceable in any jurisdiction.

11.3 Exclusion of Damages

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL THE ZORYXON PARTIES BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, DATA, GOODWILL, BUSINESS OPPORTUNITY, DIGITAL ASSETS, PRIVATE KEYS, OR ANTICIPATED SAVINGS, ARISING OUT OF OR RELATING TO THESE TERMS OR THE PLATFORM, REGARDLESS OF THE LEGAL THEORY (CONTRACT, TORT, STATUTE, STRICT LIABILITY, OR OTHERWISE) AND EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

11.4 Cap on Liability

THE TOTAL AGGREGATE LIABILITY OF THE ZORYXON PARTIES FOR ANY AND ALL CLAIMS ARISING OUT OF OR RELATING TO THESE TERMS OR THE PLATFORM SHALL NOT EXCEED THE GREATER OF (A) THE TOTAL FEES PAID BY YOU TO ZORYXON IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM, OR (B) ONE HUNDRED U.S. DOLLARS ($100).

11.5 User-Side Risks

Without limiting the foregoing, the Zoryxon Parties are not responsible for losses arising from (i) Blockchain outages, forks, reorganizations, or 51% attacks; (ii) gas-fee volatility or failed Transactions; (iii) vulnerabilities in third-party smart contracts, wallets, bridges, or decentralized exchanges; (iv) loss or compromise of private keys, seed phrases, recovery phrases, or encryption keys; (v) phishing, social engineering, SIM swaps, or other attacks targeting Users; or (vi) actions taken by AI Agents within their configured permissions.

11.6 Essential Basis

The limitations in this Section 11 form an essential basis of the bargain and apply notwithstanding the failure of any limited remedy of its essential purpose. Some jurisdictions do not allow the exclusion of certain warranties or the limitation of liability for consequential or incidental damages; in such jurisdictions, the Zoryxon Parties' liability shall be limited to the fullest extent permitted by law.

12. Indemnification

12.1 Your Indemnification Obligation

You agree to indemnify, defend, and hold harmless the Zoryxon Parties from and against any and all third-party claims, demands, actions, proceedings, damages, liabilities, losses, costs, and expenses (including reasonable attorneys' fees and costs) arising out of or relating to:

• (a) Your Content, including any claim that Your Content infringes, misappropriates, or violates any third-party intellectual property, privacy, publicity, or other right;
• (b) your breach of these Terms, the AUP, or any policy incorporated by reference;
• (c) your violation of any applicable law, regulation, or order, including sanctions, anti-money-laundering, tax, or securities law;
• (d) your Marketplace Transactions, including licensing disputes, chargebacks, and Origin Challenge proceedings;
• (e) your misuse of the Platform, including unauthorized access, scraping, circumvention of security, or improper use of the API or SDKs;
• (f) any action taken by an Agent registered to your Account, whether or not authorized by you in fact; and
• (g) any misrepresentation you make regarding ownership, provenance, humanity, or licensing rights of Content.

12.2 Defense Control

Zoryxon reserves the right, at your expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, and you agree to cooperate with Zoryxon's defense. You may not settle any claim that imposes any liability or obligation on Zoryxon without Zoryxon's prior written consent.

12.3 Survival

This Section 12 survives termination of these Terms and your Account.

13. Dispute Resolution

PLEASE READ THIS SECTION CAREFULLY. IT REQUIRES YOU TO ARBITRATE DISPUTES WITH ZORYXON ON AN INDIVIDUAL BASIS AND LIMITS THE MANNER IN WHICH YOU MAY SEEK RELIEF.

13.1 Informal Resolution

Before initiating any formal proceeding, the complaining party must send written notice to the other party describing the nature of the dispute and the proposed resolution. The parties shall attempt in good faith to resolve the dispute for a period of thirty (30) days from receipt of notice. Notice to Zoryxon must be sent to legal@zoryxon.com and by U.S. mail to Zoryxon LLC, 6545 Market Ave N, Canton, Ohio 44721, Attn: Legal. Notice to you may be sent to the email address associated with your Account or via Platform notification.

13.2 Binding Arbitration

If the dispute is not resolved through informal negotiation, any dispute, claim, or controversy arising out of or relating to these Terms or the Platform shall be resolved by final and binding arbitration administered by the American Arbitration Association ("AAA") under its Commercial Arbitration Rules then in effect. The arbitration shall be conducted before a single neutral arbitrator. The arbitration shall be seated in Canton, Ohio, with hearings conducted in person, telephonically, or by video at the arbitrator's discretion. Judgment on the award may be entered in any court of competent jurisdiction.

13.3 Class Action Waiver

YOU AND ZORYXON 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, CONSOLIDATED, OR REPRESENTATIVE PROCEEDING. THE ARBITRATOR MAY NOT CONSOLIDATE MORE THAN ONE PERSON'S CLAIMS AND MAY NOT PRESIDE OVER ANY FORM OF CLASS OR REPRESENTATIVE PROCEEDING.

13.4 Small Claims Carve-Out

Notwithstanding Section 13.2, either party may bring qualifying claims in the small claims court of competent jurisdiction as an alternative to arbitration, provided that the action remains in that court and is not removed or appealed to a court of general jurisdiction.

13.5 Injunctive Relief for IP

Either party may seek injunctive or other equitable relief in any court of competent jurisdiction to protect its intellectual property rights, including patents, copyrights, trademarks, and trade secrets, without first complying with the informal resolution or arbitration procedures set forth above.

13.6 Opt-Out

You may opt out of the arbitration agreement in Section 13.2 and the class-action waiver in Section 13.3 by sending written notice to legal@zoryxon.com within thirty (30) days after first accepting these Terms. The notice must state your name, email address, Wallet address (if any), and an unambiguous statement that you wish to opt out.

13.7 Severability of Waiver

If the class-action waiver in Section 13.3 is held to be unenforceable with respect to a particular claim, then that claim shall be severed from the arbitration and brought in a court of competent jurisdiction; the remaining claims shall continue to be resolved in arbitration.

14. Governing Law

These Terms and any dispute arising out of or relating to these Terms or the Platform shall be governed by and construed in accordance with the laws of the State of Ohio, United States, without regard to its conflict-of-laws principles. The parties acknowledge the applicability of the Ohio Revised Code and relevant federal statutes to blockchain-based transactions and smart contracts executed through the Platform, including Ohio SB 220 (2018), which recognizes blockchain records and electronic signatures as legally valid under Ohio law. The United Nations Convention on Contracts for the International Sale of Goods does not apply. Subject to Section 13, the state and federal courts located in Stark County, Ohio shall have exclusive jurisdiction over any action not subject to arbitration.

15. Severability, Waiver, Entire Agreement

15.1 Severability

If any provision of these Terms is held to be invalid, illegal, or unenforceable by a court or arbitrator of competent jurisdiction, the remaining provisions shall remain in full force and effect. The invalid provision shall be modified to the minimum extent necessary to make it valid and enforceable while preserving the parties' original intent.

15.2 Waiver

No failure or delay by Zoryxon in exercising any right, power, or privilege under these Terms shall operate as a waiver thereof. Any waiver must be in writing and signed by an authorized representative of Zoryxon to be effective, and a waiver in one instance does not constitute a waiver in any other instance.

15.3 Entire Agreement

These Terms, together with the Privacy Policy, Acceptable Use Policy, DMCA Policy, Cookie Policy, Disclaimers, Asset Shield Terms, Data Processing Addendum, and Subprocessors List, together with any order form or master services agreement executed between you and Zoryxon, constitute the entire agreement between you and Zoryxon regarding the Platform and supersede all prior or contemporaneous communications, proposals, and representations.

15.4 Headings

Section headings are for convenience only and have no legal or interpretive effect.

15.5 No Third-Party Beneficiaries

Except for the Zoryxon Parties in their capacity as indemnitees under Section 12 and beneficiaries of Section 11, these Terms do not create any third-party beneficiary rights.

16. Modification of Terms

16.1 Right to Modify

Zoryxon reserves the right to modify these Terms at any time. Changes will be posted to the Platform with an updated "Last updated" date. Non-material changes take effect upon posting. Material changes will be communicated through the Platform interface and, where an email address is on file, via email, not less than thirty (30) days before they take effect.

16.2 Continued Use

Your continued use of the Platform after the effective date constitutes acceptance of the modified Terms. If you do not agree, you must discontinue use of the Platform before the effective date.

16.3 Affirmative Consent

Where required by applicable law or where Zoryxon determines in its reasonable judgment that a change is sufficiently material, Zoryxon may require affirmative consent (e.g., click-through acceptance) before you may continue to use affected Services.

17. Termination

17.1 Termination by You

You may terminate your Account at any time by disconnecting your Wallet and submitting an account-deletion request through the Platform settings or by writing to legal@zoryxon.com. Upon termination, your off-chain profile data will be permanently deleted within thirty (30) days, subject to retention required by law. Active paid Subscriptions will cease renewal, and, except as required by applicable law, no partial refunds will be issued for the remainder of the current billing period. You remain responsible for any pending Transactions initiated before termination.

17.2 Termination by Zoryxon

Zoryxon may, in its sole discretion, suspend or terminate your Account, or restrict your access to the Platform, for any reason or no reason, including (i) violation of these Terms, the AUP, or any other incorporated policy, (ii) suspected fraud, infringement, or illegal conduct, (iii) regulatory, legal, sanctions, or law-enforcement reasons, (iv) risk to the Platform or its Users, or (v) Account inactivity for more than twenty-four (24) consecutive months, with thirty (30) days' prior notice. In cases of Tier 1 (Zero Tolerance) violations under the AUP, termination is immediate and permanent.

17.3 Effect on Blockchain Records

Your on-chain records (content hashes, timestamps, proof records, license Transactions, and related Blockchain data) are permanent and cannot be deleted by Zoryxon or by you due to the immutable nature of the Blockchain, as further described in Section 8.

17.4 Survival

The following Sections survive termination of these Terms: Section 2 (Definitions) to the extent necessary for interpretation; Section 7 (Intellectual Property); Section 8 (Blockchain Immutability Disclosure); Section 11 (Disclaimers and Limitation of Liability); Section 12 (Indemnification); Section 13 (Dispute Resolution); Section 14 (Governing Law); Section 15 (Severability, Waiver, Entire Agreement); and any other provision that by its nature is intended to survive.

18. Contact Information

For legal notices, questions, or concerns regarding these Terms, please contact Zoryxon at the addresses below. Legal notices must be delivered both by email and by U.S. mail to be effective.

19. Force Majeure

Zoryxon shall not be liable for any failure or delay in performing its obligations under these Terms due to circumstances beyond its reasonable control, including without limitation acts of God, natural disasters, fire, flood, earthquake, war, terrorism, civil unrest, labor disputes, government or regulatory action, sanctions, embargoes, epidemics or pandemics, failures or degradation of the internet or telecommunications networks, power outages, Blockchain network failures, congestion, forks, chain reorganizations, exploits of third-party protocols, third-party infrastructure outages (including cloud, storage, oracle, and RPC providers), and cyberattacks. During any such event, Zoryxon's obligations are suspended for the duration of the event, and the time for performance shall be extended accordingly.

20. Assignment

20.1 Restrictions on User Assignment

You may not assign, delegate, or otherwise transfer these Terms or any of your rights or obligations hereunder, whether by operation of law or otherwise, without the prior written consent of Zoryxon. Any attempted assignment without such consent is void.

20.2 Zoryxon Assignment

Zoryxon may assign or transfer these Terms, in whole or in part, without restriction, including in connection with a merger, acquisition, reorganization, sale of all or substantially all of its assets, or financing transaction, provided that the assignee agrees to be bound by these Terms.

20.3 Binding Effect

These Terms shall be binding upon and inure to the benefit of the parties and their respective permitted successors and assigns.