ZIPUP+ TERMS AND CONDITIONS – AU

Last material update: 30 March 2022

These terms and conditions (“ZipUp+ T&Cs” or ” Agreement“) constitute a legally binding agreement between you and Zipmex Australia Pty Ltd (“Zipmex“, ” we“, ” us“, ” our“) who is the Australian subsidiary of Zipmex Pte. Ltd., a company incorporated in Singapore. This agreement governs your use of ZipUp+, a feature within the Zipmex Wallet (“Zipmex Wallet“). Your “Zipmex Account” is the account with us in which you may transfer qualifying Supported Digital Currencies to earn interest as described in the “TRANSFER” section below. 

References shall be made to the Zipmex Terms of Service (“Zipmex T&Cs”). Unless otherwise stated, defined terms used in these ZipUp+ T&Cs shall have the same meanings given to them in the Zipmex T&Cs. For the avoidance of doubt, “ZipUp+ Assets” means any Digital Assets or other assets:

1. which are recorded in any ZipUp+ Account; and/or
2. assets otherwise sent to Zipmex in relation to its offering of the ZipUp+ programme to you.  

Disclosure of Risks

You acknowledge and agree that:

1. YOU ACCEPT THE RISK OF LOSS ASSOCIATED WITH THE LOSS OF YOUR DIGITAL ASSETS AS A RESULT OF THEIR TRANSFER TO OR FROM, HOLDING, PLACEMENT OR STORAGE WITH, OR USE BY ZIPMEX, UP TO AND INCLUDING THE TOTAL AMOUNT OF DIGITAL ASSETS THAT YOU SUBSCRIBE TO VIA ZIPUP+;
2. YOU ACCEPT THE RISK OF LOSS IN RELATION TO ZIPUP+ ASSETS AS A RESULT OF OUR INABILITY OT MEET OUR CONTRACTUAL OBLIGATIONS ON TIME OR AT ALL WHICH MAY OCCUR IN CONNECTION WITH OUR RIGHTS STIPULATED UNDER “STATUS OF ZIPUP+ ASSETS”.  THIS INCLUDES THE TOTAL AMOUNT OF ZIPUP+ ASSETS;  
3. ZIPMEX IS NOT A BANK OR AN AUTHORISED DEPOSIT-TAKING INSTITUTION AND ZIPUP+ IS NOT A DEPOSIT, CHECKING OR SAVINGS ACCOUNT OR SERVICE;
4. EXCEPT AS EXPRESSLY STATED ON OUR WEBSITE, DIGITAL CURRENCIES THAT YOU SUBSCRIBE TO ZIPUP+ ARE NOT SUBJECT TO ANY REGULATORY OR CONSUMER PROTECTION SCHEME OR ARRANGEMENT FOR PROTECTION AGAINST LOSSES, INCLUDING BUT NOT LIMITED TO THE SINGAPORE DEPOSIT INSURANCE SCHEME, THE AUSTRALIAN FINANCIAL CLAIMS SCHEME (“FCS”) OR ANY SIMILAR INSURANCE OR GUARANTY SCHEME OF ANY OTHER JURISDICTION. THERE MAY BE PARTIAL OR TOTAL LOSS OF YOUR DIGITAL ASSETS ARISING FROM THE TRANSFER TO OR FROM, HOLDING, PLACEMENT OR STORAGE WITH, OR USE OF YOUR DIGITAL ASSETS WITH ZIPMEX. FOR EXAMPLE, WITHOUT LIMITATION, A LOSS MAY INCUR IN THE EVENT OF ZIPMEX’S DEFAULT PARTIALLY OR ENTIRELY, OR WHEN DIGITAL ASSETS ARE COMPROMISED AS A RESULT OF TECHNOLOGICAL FAULTS OR A CYBER ATTACK ON ZIPMEX; 
5. ZIPMEX DOES NOT ACT AS YOUR TRUSTEE OR INVESTMENT ADVISER AND NO FIDUCIARY RELATIONSHIP EXISTS BETWEEN US AND YOU, WE HAVE NO TRUST OR OTHER OBLIGATIONS IN RESPECT OF YOUR ZIPUP+ ASSETS OTHER THAN THOSE EXPRESSLY SPECIFIED IN THESE ZIPUP+ T&CS; AND
6. ZIPMEX RESERVES THE SOLE DISCRETION AND RIGHT TO HOLD ON TO ANY INTEREST OR REWARD DISTRIBUTION IF ANY TERMS IN THESE ZIPUP+ T&CS OR ZIPMEX T&CS ARE BREACHED BY YOU. 

You are only eligible to enter into this Agreement and use ZipUp+ if you are an approved user of Zipmex who has completed the registration process, received an approval email from us and agreed to the Zipmex T&Cs. 

By entering into this Agreement, you acknowledge and confirm that you satisfy all the conditions set out above (” Eligible User“). If we later become aware that you are not an Eligible User (“Ineligible User“), we may delete your Zipmex Account immediately and ban you from using any of our or our Affiliates’ products or services. Zipmex shall not be held liable for any legal or monetary consequences arising from the use of ZipUp+ or our services and products by an Ineligible User. Any Ineligible User shall indemnify and hold harmless Zipmex and its Affiliates from any legal or monetary consequences arising from such use.

ZIPMEX EARN PLANS

Zipmex offers different Earn Plans for different digital assets. ZipLock is a Fixed Earn Plan and ZipUp+ is a Flexi Earn Plan (each an “Earn Plan“). Each Earn Plan you establish will be separate. In that way, the interest calculation for each of these Earn Plans will be done separately based on the cryptocurrency in the specific Earn Plan. Additionally, if you stake ZMT, you may enjoy a more favourable interest rate for your Earn Plan.

You are allowed to have multiple active Earn Plans at any given time provided that the total Principal (as defined below) for all of your Earn Plans shall not exceed the maximum Principal limit as displayed on the Zipmex Wallet. We may change this maximum Principal limit at any time by disclosing such change and displaying the new limit in your Zipmex Wallet. 

TRANSFER

You may transfer any Digital Assets supported by ZipUp+ (as displayed on the Zipmex Wallet and as may be revised from time to time) from the relevant wallet in your Zipmex Wallet to your ZipUp+ Account as principal (the “Principal“) to earn interest.

You acknowledge and agree that during the term of your holding, Zipmex may hold or convert the Principal into other cryptocurrencies for our investment purposes, which may include the making of loans to other Zipmex customers. Those investments by Zipmex are made in the name of Zipmex only and you will have no benefits or liabilities from such investments. 

INTEREST AND RELATED TERMS

Interest Accrual. The Principal will start accruing interest on the day after you establish the Earn Plan and fund the Earn Plan with Supported Digital Currencies from the relevant wallet in your Zipmex Wallet. Interest will be calculated and credited on a daily basis. Accrued interest will be paid in the same Supported Digital Currencies as the Principal and credited to the relevant wallet in your Zipmex Wallet. If you close your Earn Plan before interest is credited, you will only receive the accrued interest up to the day before the withdrawal instruction. 

Timezone. Zipmex will be using Universal Coordinated Time (UTC) as the reference time to calculate all transfers, withdrawals and interest. 

Cap on Rewards. There may be campaigns organised from time to time where Zipmex will distribute additional rewards in addition to the interest on ZipUp+ Earn Plans. There may be a cap specified for these rewards and these rewards will be distributed while stocks last and at the sole discretion of Zipmex. 

Interest Rate. A variable rate of interest applies to ZipUp+ Earn Plans, so your interest rate may change. For the interest rate applicable to the ZipUp+ Earn Plan, please refer to the details of the ZipUp+ Earn Plan set out in the Zipmex Wallet. We may change the interest rate on your ZipUp+ Earn Plan at any time in our discretion. If we do change the interest rate, we will notify you in writing in your Zipmex Wallet or by email of such new interest rate.

Withdrawals. You may withdraw Principal and any accrued interest credited from your ZipUp+ Earn Plan at any time by making a transfer to your wallet using the Zipmex Wallet. 

OUR RIGHTS

We expressly reserve the right, at any time and without liability to you, to:

1. refuse your request to open a ZipUp+ Account;
2. change the eligibility criteria for registration or use of ZipUp+ at any time;
3. close, suspend, limit, restrict or terminate your access to ZipUp+; or
4. change, update, remove, cancel, suspend, disable or discontinue any features, component, content, incentive or referral plan of ZipUp+.  

1. STATUS OF ZIPUP+ ASSETS Grant to Zipmex

In consideration for your use of the ZipUp+ programme and other valuable consideration, you grant Zipmex all rights and title to all ZipUp+ Assets (including all ownership rights), subject to limited rights described in clause 2 below.  

2. Your acknowledgments

1. Without limiting the generality of clause 1, you acknowledge and agree that some of key implications of the grant under clause 1 are that:

1. Zipmex may, without further notice to you:

1. hold such ZipUp+ Assets in such wallets and/or with such other facilities or third parties as Zipmex considers appropriate;

2. pledge, re-pledge, hypothecate, rehypothecate, sell, lend, stake or otherwise transfer or use any amount of such ZipUp+ Assets as it sees fit for its own purposes:  

27. separately or together with other property;
28. for any period of time; and
29. without retaining in Zipmex’s possession and/or control a like amount of ZipUp+ Assets or any other monies or assets, and to use or invest such ZipUp+ Assets; and
    

1. retain any benefits flowing from its rights in relation to the ZipUp+ Assets;

2. your rights in relation to any ZipUp+ Assets are limited to a contractual obligation for Zipmex to provide an equivalent amount and type of ZipUp+ Assets:

1. for your use in connection with the ZipUp+ programme; or
2. to send to you as part of a withdrawal,

in each case, subject to these Terms.  As such, Zipmex only has a debtor-creditor relationship with you with respect to all ZipUp+ Assets;

3. you will not be able to exercise certain rights of ownership that you might otherwise have before sending the ZipUp+ Assets to us;

4. you have no claim or entitlement to any benefit that Zipmex or any other third party may receive from time to time in relation to the ZipUp+ Assets;

5. Zipmex’s ability to meet its contractual obligations in clause 2(b) and these Terms (on time or at all) may be impacted by any losses or delays sustained in connection with its holding or use of ZipUp+ Assets, amongst other factors.  This may result in losses or delays to you. In a worst case, a total loss of ZipUp+ Assets may occur.  

3. Disclaimer

Neither clause 1 nor 2 should be taken to imply:

1. any back-to-back lending or other arrangement, nor any collective investment, on the part of Zipmex or any third party on your behalf; or
   
2. the assumption of any liability by Zipmex for any actions taken by you as part of the ZipUp+ programme.

4. Applicable law

Each of clauses 1 and 2 are subject to applicable law and any regulatory requirements.  Where any ZipUp+ Assets are required to be held in any other capacity (for example, beneficially for you), we will seek to notify you of that change.

TAXES

You are responsible for your own tax obligation regarding your use of ZipUp+. It is your responsibility to determine what kind of filing or reporting is required of you by the Australian Taxation Office, which taxes and to what extent you are obliged to pay and which (if any) tax exemptions you are eligible for. Zipmex shall not be required to compensate you for your tax obligation or advise you in relation to your tax issues. Notwithstanding the foregoing, Zipmex will make any tax withholdings or filings that we are required to make by law.

RESTRICTED ACTIVITIES

You shall use ZipUp+ and our services in good faith. Without limiting the foregoing, you agree that you shall not: (i) violate or breach any terms in these ZipUp+ T&Cs, Privacy Notice or Cookies Policy or any applicable laws and regulations in Australia; (ii) provide false, inaccurate, incomplete, out-of-date or misleading information; (iii) commit, conduct or perform any misrepresentation, fraud, malicious act or criminal activities; (iv) interfere, intercept, or expropriate our network, system, data, or information; (v) transmit or upload any virus, or other malicious software or program; (vi) attempt to gain unauthorized access to other users’ accounts, website, network or systems relating to our services; (vii) decompile, reverse engineer or disassemble the ZipUp+ or any of our programs, system or product, or in any way infringe our intellectual properties rights; (viii) cause or launch any programs or scripts for the purpose of scraping, indexing, surveying, or otherwise data mining any portion of the ZipUp+ or any of our programme, system or product; or unduly burdening or hindering the operation and/or functionality of any aspect of ZipUp+.

RISK DISCLOSURE

Legal and Regulatory: The regulatory status of Digital Assets is currently unsettled, varies among jurisdictions and subject to significant uncertainty. It is possible that in the future, certain laws, regulations, policies or rules relating to Digital Assets, blockchain technology, or blockchain applications may be implemented, which would directly or indirectly affect or restrict the services we provide to you.

YOU ARE RESPONSIBLE FOR DETERMINING WHETHER YOUR USE OF ZIPUP+ OR ANY OF OUR SERVICES IS LEGAL IN YOUR JURISDICTION AND YOU SHALL NOT USE ZIPUP+ OR ANY OF OUR SERVICES SHOULD SUCH USE BE ILLEGAL IN YOUR JURISDICTION. IF YOU ARE UNCERTAIN, PLEASE SEEK INDEPENDENT LEGAL ADVICE.

We may be forced to suspend or discontinue or to change aspects of ZipUp+ or any of our services in any jurisdictions without notice and for whatever reason if demanded by the regulators. In such instance, Digital Assets in your ZipUp+ Account may be frozen for an indefinite period of time until the matter is resolved.

Theft, Hacking and Cyber Attack: Digital Assets may be subject to expropriation, theft and/or fraud; hackers or other malicious groups or organizations may attempt to interfere with our system/network in various ways, including malware attacks, denial of service attacks, consensus-based attacks, Sybil attacks, smurfing, and spoofing which may result in the loss of your Digital Assets, or the loss of your ability to access or control your Digital Assets. In such event, there may be no remedy, and holders of Digital Assets are not guaranteed any remedy, refund, or compensation.

Source Code Weakness: There is a risk that the Zipmex Wallet or any of our products may unintentionally include weaknesses or bugs in the source code which may adversely affect ZipUp+.

Tax: The uncertainty in tax legislation relating to digital assets may expose you to any currently unknown or future tax consequences, associated with your holding of digital assets and the use of our service. 

Insurance: The digital assets held in your account including your ZipUp+ are not protected by any government-backed insurance scheme.

Force Majeure: Zipmex shall not be liable for any delay, error, interruption or failure to perform any obligation under this ZipUp+ T&Cs where the delay or failure is directly or indirectly resulting from any cause beyond our control, including but not limited to (i) acts of God, nature, court or government; (ii) failure or interruption in public or private telecommunication networks, communication channels or information systems; (iii) acts or omissions of acts of a party for whom we are not responsible; (iv) delay, failure or interruption in, or unavailability of, third party services and sites; (v) strikes, lockouts, labour disputes, wars, terrorist acts and riots; and (vi) viruses, malwares, other malicious computer codes or the hacking of any part of the Zipmex Wallet Services or ZipUp+.

You acknowledge and agree that you use the Zipmex Wallet and ZipUp+ at your own risk. This section is not exhaustive and does not disclose all the risks associated with Digital Assets and the use of our services. You should, therefore, carefully consider whether such use is suitable for you in light of your circumstances and financial resources.

LIMITATION OF LIABILITY

NOTWITHSTANDING ANY PROVISIONS IN THESE ZipUp+ T&CS, IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER FOR ANY TYPE OF INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE, INDIRECT OR CONSEQUENTIAL DAMAGES, INCLUDING, BUT NOT LIMITED TO, LOST REVENUE, LOST PROFITS, REPLACEMENT GOODS, LOSS OF TECHNOLOGY, LOSS OF DATA, OR INTERRUPTION OR LOSS OF USE OF SERVICES OR EQUIPMENT, EVEN IF SUCH PARTY WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND WHETHER ARISING UNDER CONTRACT, TORT, STRICT LIABILITY OR OTHERWISE.

Except as expressly provided in these ZipUp+ T&Cs, to the extent permitted by law, we disclaim all other representations or warranties, express or implied, made to you, your affiliates or any other person, including without limitation, any warranties regarding quality, suitability, merchantability, fitness for a particular purpose or otherwise (regardless of any course of dealing, custom or usage of trade) of any service or any goods provided incidental to the Zipmex Wallet Services provided under these ZipUp+ T&Cs. Nothing in these ZipUp+ T&Cs limits any condition, guarantee or warranty imposed by the Australian Consumer Law, including any consumer guarantee rights that may apply.  

Our liability in respect of representations and warranties that cannot be excluded under these ZipUp+ T&Cs, at our option, is limited to any one of re-supplying, replacing or repairing, or paying the cost of the re-supplying, replacement or repairing, or paying the cost of supplying again the services in respect of which the breach occurred.

IN NO EVENT WILL OUR AGGREGATE LIABILITY FOR ANY LOSS OR DAMAGE ARISING IN CONNECTION WITH ZIPUP+ EXCLUDING THE FEES YOU PAID US FOR YOUR USE OF THE SERVICE DURING THE 12 MONTH PERIOD IMMEDIATELY PRECLUDING THE EVENT GIVING RISE TO THE CLAIM FOR LIABILITY. THE FOREGOING LIMITATIONS OF LIABILITY SHALL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW, UNLESS THE LOSS, HARM OR DAMAGE WAS DUE TO FRAUD, GROSS NEGLIGENCE OR WILFUL MISCONDUCT BY ZIPMEX OR ITS AFFILIATES.

INDEMNIFICATION

You will defend, indemnify, and hold harmless Zipmex, its Affiliates, each of their respective employees, officers, directors, and representatives from and against any claims, damages, losses, liabilities, costs, and expenses (including reasonable legal fees) arising out of or relating to any third-party claim concerning these ZipUp+ T&Cs or your use of ZipUp+ or any of our services in violation to these ZipUp+ T&Cs or any laws and regulations. This indemnity does not apply where the loss, harm or damage was due to fraud, gross negligence or wilful misconduct by Zipmex or its Affiliates.

TERMINATION, SUSPENSION OR CLOSURE

This Agreement will be terminated immediately by the closing of your ZipUp+ Account and discontinuing use of ZipUp+. The termination of this Agreement shall not prevent any Party from seeking any remedies against any other Party for any breach of this Agreement occurring prior to such termination.

If you have a remaining balance in your ZipUp+ Account which has been suspended or closed, you are entitled to recover such balance in accordance with the Zipmex Wallet T&Cs, unless we are prohibited by law or a court order to release such assets or where we have reasonable grounds to suspect that such assets were obtained through fraud or any unlawful means or connected with any criminal activities. If you have any questions about or face any problems as a result of this Section, please contact us at https://zipmex.com/au/contact-us/.

GOVERNING LAW AND ARBITRATION

You agree that these T&Cs and any claim or dispute arising out of or in connection with the subject matter of these ZipUp+ T&Cs are governed by the laws of Australia, without regard to principles of conflict of laws.

You agree to submit to the personal and exclusive jurisdiction and venue of Australia to determine any dispute or claim arising out of or in connection with ZipUp+, our products and services or these ZipUp+ T&Cs or their subject matter, existence, negotiation, validity, termination or enforceability (including any non-contractual dispute or claim).  You hereby irrevocably waive any and all rights to trial by jury with respect to any dispute or proceeding arising out of these T&Cs.

Except to the extent that you have rights that are protected by law to bring a later claim or cause of action, any claim or cause of action that you bring arising out of these T&Cs should be filed within one (1) year after such claim or cause of action arose. 

GENERAL

Notice: Any notice required or made under these ZipUp+ T&Cs by us to you may be provided through: (i) posting a notice on our Site or Zipmex Wallet; or (ii) sending an email to your registered email address. Notices provided through posting on our website or app shall become effective upon posting; and (iii) notices we sent by email shall become effective upon receipt of the email.

Any notice required or made under these ZipUp+ T&Cs by you to us shall only be made through email athttps://zipmex.com/au/contact-us/ in English language.

Entire Agreement: This Agreement (together with the Privacy Notice and Cookie Policy) represents the entire agreement between you and us in relation to the use of the services provided by ZipUp+. This Agreement supersedes all prior representations, understandings, agreements, or communications between you and us, whether written or verbal, including any statements published in our whitepaper, regarding the ZipUp+ platform.

Your use of other features of the Zipmex Wallet shall be governed by the Zipmex Wallet T&Cs.

Severability: The invalidity of the whole or part of any provision of these ZipUp+ T&Cs shall not affect the validity of the whole or part of any other provision of this Agreement, the remaining portions of these ZipUp+ T&Cs shall remain in full force and effect. 

Consistency with laws:  Where more than one interpretation of a provision of these ZipUp+ T&Cs is available an interpretation that is consistent with the laws in Australia will be preferred over one that is not.  Where a provision of these ZipUp+ T&Cs is inconsistent with the requirements of a law in Australia then that provision will read down to the extent possible to comply with the requirements of law.

Waiver: The failure by us to exercise or enforce any right or provision of these ZipUp+ T&Cs shall not constitute a present or future waiver of such right or provision.

Amendments: These ZipUp+ T&Cs (including fees and charges) may be updated or amended from time to time. We will post any such updates on https://zipmex.com/earn/ . Such updated terms as posted will take effect immediately unless otherwise indicated. You should regularly check https://zipmex.com/earn/ to inform yourself of any such changes. By continuing to use ZipUp+ after any such changes have taken effect, you are indicating your acceptance of the updated or amended ZipUp+ T&Cs. If you do not wish to be bound by any changes or amendments to the ZipUp+ T&Cs, you should stop using ZipUp+ immediately. If Zipmex chooses to seek your consent on any matter at its discretion despite these rights, such action will not be taken to be mandatory for any other purpose.  

Relationship: Providing the ZipUp+ service to you does not make us your trustee or investment adviser and no fiduciary relationship exist between us. We have no trust or other obligations in respect of your Digital Currencies other than those expressly specified in these ZipUp+ T&Cs.

Third Parties Rights: Other than the Affiliates of Zipmex, a person who is not a party to this Agreement shall have no right under this Agreement.

Transfer and Assignment: You shall not assign, delegate or transfer any rights or obligations under this Agreement, without our prior written consent (which will not be unreasonably withheld). Any such assignment, delegation or transfer made without our consent shall be void and invalid. Notwithstanding the foregoing, we reserve the right to assign, delegate or transfer this Agreement and the rights and obligations hereunder to any third party at any time without your notice or consent.

Conflicts: In the event that there are conflicts between these ZipUp+ T&Cs and the Zipmex Wallet T&Cs on aspects relating to ZipUp+, these T&Cs shall prevail; on aspects relating to the application of the Zipmex Wallet, the Zipmex Wallet T&Cs shall prevail.