Terms & Conditions

Zharta Lending PRO

ZHARTA LENDING PRO – TERMS AND CONDITIONS

Last Updated: 18/Dec/2025

IMPORTANT NOTICE: ZHARTA IS A SOFTWARE PROVIDER, NOT A FINANCIAL INSTITUTION.

ZHARTA LENDING PRO IS A DECENTRALIZED SOFTWARE INTERFACE AND INFRASTRUCTURE LAYER. ZHARTA DOES NOT ACT AS A BANK, BROKER-DEALER, INVESTMENT ADVISOR, CUSTODIAN, OR FINANCIAL INTERMEDIARY. ZHARTA HAS NO CUSTODY OR CONTROL OVER USER ASSETS AT ANY TIME. ALL LOANS ARE PEER-TO-PEER ARRANGEMENTS ENTERED INTO AT THE SOLE DISCRETION AND RISK OF THE PARTIES.

1. Acceptance of Terms

By connecting a wallet, accessing, or using the Zharta Lending PRO interface and smart contracts (the "Platform"), provided by ZHARTABAL ENTERPRISE S.A., ("Zharta", "we", "us"), you ("User", "Borrower", or "Lender") agree to be bound by these Terms and Conditions.

2. Nature of Services: Software-as-a-Service Only

2.1. Non-Custodial Infrastructure: The Platform provides a software interface that allows Users to interact with non-custodial smart contracts deployed on the Ethereum blockchain. These smart contracts facilitate the locking of collateral and the settlement of loans between independent parties.

2.2. No Custody: Zharta does not have access to, nor does it hold, manage, or control your private keys or the assets deposited in the smart contract Escrow. One unique Escrow address is generated per Borrower/Loan interaction. Collateral is programmatically released only upon repayment or liquidation events defined in the smart contract code.

2.3. No Financial Intermediation: Zharta does not facilitate the matching of orders (in the capacity of a broker), does not underwrite loans, does not set interest rates, and does not provide credit scoring. The Platform acts strictly as a passive technological tool for Users to broadcast and accept loan offers based on their own parameters.

2.4. Peer-to-Peer Relationship: Any loan agreement is solely between the Lender and the Borrower. Zharta is not a party to any loan agreement.

3. Eligibility and Access

3.1. KYC/KYB Requirements: Access to the Platform is "gated." All Users (Borrowers, Lenders, and Liquidators) must successfully complete Know Your Customer (KYC) or Know Your Business (KYB) procedures via third-party providers.

3.2. Accredited Status: Users affirm they are "Accredited Investors" or “Authorized Credit Lenders” (or the equivalent under applicable local laws) and possess sufficient financial knowledge to understand the risks involved.

3.3. Sanctions and Restricted Jurisdictions: Users represent that they are not located in, incorporated in, or a resident of any country or territory subject to comprehensive sanctions by the Office of Foreign Assets Control (OFAC) of the U.S. Department of the Treasury or the European Union. Users further represent they are not on any sanctions list (e.g., SDN List).

3.4. Wallet Support: The Platform currently supports the Ethereum Mainnet only. Users must connect using an EVM-compatible non-custodial wallet (e.g., MetaMask, Ledger).

4. Supported Assets and Valuation

4.1. Eligible Assets: The Platform maintains a dynamic list of eligible assets for Collateral and Principal. Currently, these include:

• Collateral: ACRED, cbBTC, WBTC, WETH.

• Principal: USDC.

Zharta reserves the right to add or remove assets from the allowlist at any time without prior notice.

4.2. Oracles and Valuation: The Platform utilizes third-party decentralized oracles to determine asset prices on-chain:

• ACRED: Valued via Redstone.

• WBTC, WETH, cbBTC, USDC: Valued via Chainlink.

4.3. No Guarantee of Data: Zharta does not control these oracles. In the event of an oracle failure, price manipulation, or de-pegging, the smart contracts may trigger incorrect liquidations. Currently, there are no fallback oracles. Users accept the risk of oracle dependency.

5. Loan Parameters and Mechanics

5.1. User-Defined Terms: All loan parameters are configured solely by the Lender in the Loan Offer and accepted by the Borrower. These include:

• Principal/Collateral Amounts and Tokens.

• APR (Annual Percentage Rate).

• Maximum Loan-to-Value (Max LTV) – Technical limit: ≤ 100%.

• Liquidation LTV – Must be strictly greater than Max LTV.

• Maturity Date (or Open Term).

5.2. Call Options: Lenders may configure a "Call Option."

• Lock-up Period: Minimum time before a Call can be triggered (Technical minimum: 1 hour).

• Call Window: Duration the Borrower has to repay after a Call is triggered (Technical minimum: 1 hour).

5.3. Settlement: Upon acceptance, the Borrower transfers collateral to the Smart Contract Escrow, and Principal funds are transferred directly from the Lender’s wallet to the Borrower’s wallet.

6. Tokenized Securities and Transfer Agents (TA)

6.1. TA Authority: Users acknowledge that certain collateral assets (e.g., ACRED) are tokenized securities subject to the control of off-chain Transfer Agents (TAs) or Issuers (e.g., Securitize).

6.2. Compliance Events: The Platform infrastructure is designed to comply with TA instructions. The Smart Contract allows the TA to intervene in the Escrow without Zharta’s permission in the following scenarios:

• Ownership Updates: Updating Master Security Holder Files.

• Freezing: Implementation of "stop-transfer" orders or adverse claims resulting from court orders, regulatory requirements, suspicion of fraud/AML/KYC violations, sanctions, or death of the User.

• Forced Transfers: Transferring debt positions or collateral upon valid legal instruction (e.g., loss of keys, inheritance, regulatory seizure).

6.3. Zharta’s Role: Zharta may issue warnings on the interface or via email regarding TA actions, but Zharta has no power to override a TA’s decision to freeze or seize assets within the Escrow.

7. Liquidation

7.1. Trigger Events: Liquidation may occur if:

• The Loan LTV reaches or exceeds the Liquidation LTV due to price fluctuations.

• The Borrower fails to repay by the Maturity Date.

• The Borrower fails to repay within the Call Option Window after a Call is triggered.

7.2. The Liquidator: Any third party who has passed the Platform’s KYC/KYB checks and is eligible to hold the underlying collateral (according to the TA) may act as a Liquidator.

7.3. Zharta as Liquidator: Users acknowledge that Zharta or its related entities may act as Liquidators if they meet the eligibility criteria.

7.4. Liquidation Fees: A liquidation fee, defined by Zharta at the market level (and disclosed in the protocol documentation), will be applied to the collateral during a liquidation event.

8. Fees and Payments

8.1. Protocol Fees: Use of the Platform incurs the following fees, which are automatically processed by the smart contracts:

• Upfront Fee: A percentage of the Principal amount, paid by the Borrower upon loan origination.

• Settlement Fee: A percentage of the Interest earned, paid by the Lender upon repayment. 8.2. Gas Fees: Users are responsible for all Ethereum network transaction fees ("Gas").

9. Data Protection and Privacy

9.1. Data Storage: Zharta minimizes data retention. We store only:

• User Name/Entity Name.

• Wallet Address.

• Email Address.

• Product Eligibility Status.

9.2. Third-Party KYC: Sensitive personal identity documents are collected and stored solely by a third-party provider. Zharta does not store copies of passports or ID cards on its own servers.

10. Disclaimers and Limitation of Liability

10.1. "As Is" Service: The Platform is provided on an "AS IS" and "AS AVAILABLE" basis. Zharta makes no warranties regarding the security, reliability, or correctness of the smart contracts or the underlying blockchain network.

10.2. No Liability for Third Parties: Zharta is not liable for losses resulting from:

• Oracle failures (Redstone/Chainlink).

• Transfer Agent actions (freezing/seizing assets).

• Wallet compromises or loss of private keys.

• Smart contract bugs or exploits in the underlying protocol.

10.3. Regulatory Uncertainty: Blockchain regulations are evolving. Zharta is not liable for service disruptions caused by changes in law or regulatory enforcement actions in the US, EU, or other jurisdictions.

11. Risk Factors and Blockchain Disclaimers

BY USING THE PLATFORM, YOU ACKNOWLEDGE AND AGREE THAT YOU ARE DEALING WITH EXPERIMENTAL TECHNOLOGIES AND THAT YOU ACCEPT ALL RISKS ASSOCIATED WITH BLOCKCHAIN USAGE, INCLUDING BUT NOT LIMITED TO:

11.1. Blockchain Network Risk: The Platform operates on the Ethereum public blockchain. Zharta has no control over the underlying blockchain network, its consensus mechanisms, or its validators. You acknowledge that the Platform may be adversely affected by:

• Network Congestion: Periods of high transaction volume may result in significant delays or the inability to execute transactions. You accept the risk that a transaction required to repay a loan, top-up collateral, or avoid liquidation may fail to be included in a block before a critical deadline (e.g., Maturity Date or Call Window expiration). Zharta is not responsible for any default or liquidation resulting from network congestion.

• Gas Fees: Transaction fees ("Gas") are non-refundable and determined by the network, not Zharta. High Gas prices may make transactions prohibitively expensive. You are solely responsible for ensuring you have sufficient ETH to pay for Gas fees at all times.

• Consensus Failures and 51% Attacks: The Ethereum network may experience consensus failures, chain reorganizations ("reorgs"), or malicious attacks (including 51% attacks) that could revert transactions or render the Platform inaccessible. Zharta assumes no liability for losses arising from such network-level events.

11.2. Protocol Updates and Forks: The Ethereum network is subject to periodic upgrades, hard forks, or soft forks ("Protocol Changes"). These changes may impact the functionality of the Platform’s Smart Contracts. Zharta reserves the right, but has no obligation, to update the Platform to ensure compatibility. In the event of a chain split (fork), Zharta may, at its sole discretion, decide which branch of the chain to support. You agree that Zharta shall not be liable for any loss of value or functionality resulting from Protocol Changes.

11.3. Smart Contract Risks: The Platform interacts with immutable Smart Contracts deployed on the blockchain. While Zharta makes reasonable efforts to ensure the security of the code, you acknowledge that:

• Code Vulnerabilities: Smart Contracts may contain bugs, exploits, or vulnerabilities that are currently unknown.

• No Reversal: Transactions on the blockchain are irreversible. Once a transaction is broadcast and confirmed, Zharta cannot reverse it, even in cases of error or theft.

• Interoperability: The Platform relies on interactions with other smart contracts (e.g., ERC-20 token standards, Oracle contracts). Failures or exploits in these external dependencies may negatively impact the Platform.

11.4. Private Key Security: Zharta is a non-custodial middleware provider. We do not have access to your private keys or wallet recovery phrases ("Seed Phrases"). You are solely responsible for safeguarding your private keys. If you lose access to your wallet, or if your private keys are compromised, stolen, or phished, Zharta cannot recover your funds or collateral. You bear the sole responsibility for the security of the device and wallet used to access the Platform.

11.5. Regulatory Uncertainty and Censorship: Blockchain technology is subject to evolving regulatory scrutiny. You acknowledge the risk that validators or network participants may attempt to censor transactions compliant with OFAC or other sanctions regimes, which could result in your assets being frozen or your transactions being rejected by the network. Zharta cannot override blockchain-level censorship or freezing commands issued by Transfer Agents or issuers of tokenized securities.

12. Governing Law and Dispute Resolution

12.1. Jurisdiction: These Terms shall be governed by and construed in accordance with the laws of Portugal.

12.2. Exclusive Venue: Any dispute arising out of or in connection with these Terms, including any question regarding their existence, validity, or termination, shall be subject to the exclusive jurisdiction of the Courts of Lisbon, Portugal.