Terms & Conditions

Zharta Lending PRO

ZHARTA LENDING PRO – TERMS AND CONDITIONS

ZHARTA LENDING PRO – TERMS AND CONDITIONS

Last Updated: 28/March/2026

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 (the "Terms").

1.1. Definitions

For purposes of these Terms: (a) Tokenized Securities means digital representations of securities/financial instruments issued and/or administered under applicable securities, markets, or financial services laws (including, where applicable, EU and U.S. law) and recorded on a blockchain/distributed ledger technologies; (b) Transfer-Restricted Tokenized Securities means blockchain-recorded Tokenized Securities whose transfer or holding is subject to restrictions or controls imposed by a Transfer Agent or issuer, including but not limited to KYC/AML requirements, investor eligibility, corporate actions, or valid orders of competent authorities; (c) Executive Actions means any actions taken by a Transfer Agent that affect balances of Transfer-Restricted Tokenized Securities in a User’s vault or wallet, including, without limitation, freezing, seizing, or force-transferring such assets to comply with legal or regulatory obligations, valid orders from authorities, corporate actions, or AML/KYC measures; and (d) Transfer Agent Registry means the smart contract system (or functionally equivalent registry or whitelisting system) controlled by a Transfer Agent that enables the registration and whitelisting of investor-bound vault addresses for Transfer-Restricted Tokenized Securities.

1.2 Changes Required by Law or Transfer Agents

Zharta may update these Terms to reflect changes required by Transfer Agents (including, without limitation, Securitize or any successor or alternate registered Transfer Agent) or by applicable law. Where feasible, material changes will be communicated with reasonable advance notice; continued use of the Platform following such notice constitutes acceptance. Nothing in this document affects any non-waivable rights you may have under applicable law.

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.

2.5. Third-Party Infrastructure

Certain features (including the registration/whitelisting of vaults for Transfer-Restricted Tokenized Securities) depend on third-party infrastructure outside Zharta’s control (e.g., the Transfer Agent Registry operated by an applicable Transfer Agent, oracles, or equivalent systems). To the maximum extent permitted by applicable law, Zharta does not guarantee the availability, continuity, or performance of such services.

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, and are not on any sanctions list (e.g., the 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).

3.5. Investor Authorizations; Revocation

Certain operations with Transfer-Restricted Tokenized Securities require that the investor grant and maintain a valid authorization for the registration/use of vaults with the applicable Transfer Agent (for example, Securitize) or any other registered Transfer Agent. You represent that you will not request the registration of vaults, nor use Transfer-Restricted Tokenized Securities as collateral, when the relevant authorization is expired, suspended, or otherwise invalid. You acknowledge that the Transfer Agent may revoke authorizations at its discretion and that such revocation may prevent new deposits or registrations and/or trigger operational measures (including liquidations) under these Terms.

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 via Redstone; WBTC, WETH, cbBTC, and USDC 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" with a Lock-up Period (technical minimum: 1 hour) and a Call Window (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

6.1. Transfer Agent Authority

Users acknowledge that certain collateral assets (e.g., ACRED) are Tokenized Securities subject to the control of off-chain Transfer Agents or issuers (for example, Securitize).

6.2. Compliance Events

The Platform infrastructure is designed to comply with Transfer Agent instructions. The Smart Contract allows the Transfer Agent 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 Transfer Agent actions, but Zharta has no power to override a Transfer Agent’s decision to freeze or seize assets within the escrow.

6.4. Consent to Transfer Agent Executive Actions

You acknowledge that certain Transfer-Restricted Tokenized Securities are administered by a registered Transfer Agent (for example, Securitize) that controls the Transfer Agent Registry or an equivalent registry system. You expressly consent that any applicable Transfer Agent may, at any time, take Executive Actions affecting balances of Transfer-Restricted Tokenized Securities in your vault, including, without limitation, freezing, seizing, or force-transferring such assets, when necessary to comply with legal/regulatory obligations, valid orders from authorities, corporate actions, AML/KYC measures, or other reasons provided by applicable law. These actions may occur without prior notice and may prevent deposits, withdrawals, liquidations, or collateral substitutions. To the maximum extent permitted by applicable law, you assume all risks and economic impacts associated with such Executive Actions, including increased LTV, undercollateralization, early liquidations, and potential bad debt.

7. Liquidation

7.1. Trigger Events

Liquidation may occur if: (a) the Loan LTV reaches or exceeds the Liquidation LTV due to price fluctuations; (b) the Borrower fails to repay by the Maturity Date; or (c) the Borrower fails to repay within the Call 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 Transfer Agent) may act as a Liquidator. For the avoidance of doubt, your ability to act as a Liquidator may be limited, suspended, or revoked due to requirements of the applicable Transfer Agent, which are outside Zharta’s control.

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.

7.5. Operational Measures in Case of Third-Party Actions

If an Executive Action or third-party regulatory/operational event occurs (including, without limitation, actions by any Transfer Agent or equivalent registry or whitelisting system), Zharta may, acting reasonably, implement risk management measures, including temporary pauses, changes to technical parameters, margin calls, full or partial liquidations, and/or position closures, with the objective of preserving the integrity of the protocol. Where commercially reasonable, Zharta will seek to inform the User about the impact on their position.

8. Fees and Payments

8.1. Protocol Fees

Use of the Platform incurs fees automatically processed by the Smart Contracts: an Upfront Fee (a percentage of the Principal amount, paid by the Borrower upon loan origination) and a Settlement Fee (a percentage of the Interest earned, paid by the Lender upon repayment).

8.2. Gas Fees

Users are responsible for any and all 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.

9.3. Compliance-Required Data Sharing

You authorize Zharta to share, with any applicable Transfer Agent (including, without limitation, Securitize) and relevant service providers, the information strictly necessary to create and manage your vault and to comply with legal/regulatory obligations (for example, wallet address(es), investor identifier, transaction metadata, and eligibility status), in accordance with our Privacy Policy.

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

To the maximum extent permitted by law, Zharta is not liable for losses resulting from: oracle failures; actions of any Transfer Agent (including freezing or seizing assets); wallet compromises or loss of private keys; or bugs/exploits in underlying third-party protocols.

10.3. Regulatory Uncertainty

To the maximum extent permitted by law, Zharta is not liable for service disruptions caused by changes in law or regulatory enforcement actions in any jurisdiction.

10.4. No Recourse for Transfer Agent Acts

To the maximum extent permitted by applicable law, you agree that you will not bring claims against, or seek indemnification from, Zharta for losses, damages, costs, or expenses arising from acts or omissions of any Transfer Agent (including, without limitation, Securitize), the Transfer Agent Registry or equivalent systems, or other entities outside our reasonable control, including any Executive Actions. Nothing in these Terms excludes or limits liability for fraud or gross negligence where such exclusion is prohibited by law.

10.5. User Indemnity

To the maximum extent permitted by applicable law, you agree to indemnify and hold Zharta harmless from third-party claims arising from your use of the Platform and from instructions issued by you, except to the extent such losses result from Zharta’s material breach of these Terms, gross negligence, or willful misconduct. Nothing in this clause limits any non-waivable consumer rights you may have under applicable law.

10.6 Separability and Consumer Rights

If any provision of these Terms is held invalid, illegal, or unenforceable, such invalidity, illegality, or unenforceability shall not affect the remaining provisions, which shall remain in full force and effect. All limitations and exclusions of liability set out in this document apply only to the maximum extent permitted by applicable law and do not exclude or limit liability for fraud or gross negligence where such exclusion is prohibited by law.

11. Risk Factors and Blockchain Disclaimers

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. Network congestion, high Gas prices, consensus failures, chain reorganizations, or malicious attacks may delay or prevent transactions (including repayments, top-ups, or liquidations) or render the Platform inaccessible. Zharta assumes no liability for losses arising from such network-level events.

11.2. Protocol Updates and Forks

Protocol changes (upgrades, hard forks, or soft forks) may impact the functionality of the Platform’s Smart Contracts. Zharta may, at its discretion, update the Platform to ensure compatibility or decide which branch to support. Zharta is not liable for any loss of value or functionality resulting from protocol changes.

11.3. Smart Contract Risks

Smart Contracts may contain bugs, exploits, or vulnerabilities that are currently unknown. Transactions are irreversible once confirmed. Interactions with external smart contracts (e.g., ERC-20 tokens, oracles) may introduce additional risks. Users accept these risks.

11.4. Private Key Security

Zharta does not have access to your private keys or recovery phrases. You are solely responsible for safeguarding your private keys and devices. If you lose access to your wallet or your keys are compromised, Zharta cannot recover your funds or collateral.

11.5. Regulatory Uncertainty and Censorship

Validators or network participants may attempt to censor transactions (e.g., for OFAC or other sanctions compliance). Transfer Agents or issuers of Tokenized Securities may impose freezes or other measures. Zharta cannot override such measures.

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.

13. Public Communications and Disclosures

13.1. Required Disclosures

Certain public materials relating to the use of Tokenized Securities may include statements or disclosures required by any Transfer Agent (including, without limitation, Securitize) or by applicable law. Such statements do not constitute an endorsement, guarantee of returns, or regulatory approval by Zharta.

13.2. Standardized Notices

Zharta may require the inclusion of standardized notices on public pages, documentation, and the Platform interface to reflect applicable regulatory requirements. Where possible, such updates will be communicated with reasonable advance notice and implemented in a proportionate manner.