Terms & Conditions - Airdrop
Last Updated Date: 21st of February 2024
1. Introduction
The following Terms & Conditions of Token Airdrop (“Terms & Conditions”) outline the rules for receiving the Zharta Token (“Token”) through the airdrop program (“Airdrop”) organized by Zhartabal Enterprise S.A., a company duly incorporated in accordance with Portugal's laws, with its registered office at Rua da Prata, no. 80, 1100-415 Lisbon, registered with the Commercial Registry Office under the sole identification and registration number 516.603.949 (“Zharta”, “We”, “Us”, “Our”, or “Company”).
Users (“Users”, or “You”) shall carefully read the following Terms & Conditions before participating in the Airdrop, since it contains essential information regarding their rights and obligations, as well as conditions, limitations, and exclusions that might apply to them.
By participating in the Airdrop, clicking “I Accept” when prompted, or indicating their acceptance in an adjoining box, Users confirm that they understand and agree to abide by all of these Terms & Conditions.
Users accepting these Terms & Conditions on behalf of a company or another legal entity shall assert that they have the legal authority to accept these Terms & Conditions on behalf of that entity, in which case “Users” or “You” will refer to that entity.
If Users do not possess such authority, or if they do not agree with all of these Terms & Conditions, the Company will be unwilling to permit their participation in the Airdrop. As a result, if Users disagree with these Terms & Conditions, they should refrain from participating in the Airdrop.
2. Definitions
Airdrop - Distribution process of the 7 (seven) million Tokens out of a total token supply of 300 (three-hundred) million Tokens to eligible Users who have participated in the Airdrop via the Company’s Platform.
Blockchain - Foundational blockchain technology upon which the Tokens are created and subsequently distributed (i.e., Ethereum Network). By extension, it also encompasses any blockchain technology that Users may utilize within this context.
Lending and Renting Protocols – Services available in the Company’s Platform. Users may find more information on such services using the following links:
Platform – The Company’s Platform, found at https://app.zharta.io/.
Prohibited Entities – Natural or legal persons who:
are located in, citizens of, residents (tax or otherwise), or green card holders of the United States of America;
are listed under any sanction administered by the United States Office of Foreign Assets Control (OFAC) or any other United States government authority;
have been designated as “Specially Designated Nationals” or “Blocked Persons” by OFAC or are subject to similar sanctions or measures imposed or administered by the United Nations Security Council, the European Union (EU), Her Majesty’s Treasury of the United Kingdom, or any other country;
are located or domiciled in a country listed in the Commission Delegated Regulation (EU) 2016/1675 of 14 July 2016 supplementing Directive (EU) 2015/849 of the European Parliament. These countries include but are not limited to: Afghanistan, Barbados, Burkina Faso, Cameroon, Cayman Islands, Democratic Republic of the Congo, Gibraltar, Haiti, Iran, Jamaica, Jordan, Mali, Mozambique, Myanmar, Nigeria, Panama, Philippines, Senegal, South Africa, South Sudan, Syria, Tanzania, Trinidad and Tobago, Uganda, United Arab Emirates, Vanuatu, Vietnam, and Yemen.
Terms and Conditions – Agreement that sets forth the terms and conditions under which Users may participate in the Token Airdrop.
Token Generation Event – Process by which the Tokens are created (i.e., minted).
Wallet – Platform-compatible, non-custodial wallet (e.g., Metamask, Coinbase Wallet, Rainbow).
Zharta Token - Utility Token developed by the Company, which will be distributed to Users in the Airdrop.
3. Eligible Users
To be eligible for the Airdrop, Users must have engaged in at least one of the following actions before the snapshot taken on the 19th of February 2024, at 00:00:00H UTC (Coordinated Universal Time):
Rented an asset using the Renting protocol;
Listed an asset on the Renting protocol, resulting in at least one rental;
Obtained a loan via the Company’s Lending Protocol;
Contributed liquidity to any of the pools within the Company’s Lending Protocol.
In addition, Users must be over 18 (eighteen) years of age. If a User is under 18 (eighteen) years of age, it will not be permitted to participate in the Airdrop. If the Company becomes aware or has reason to believe that a User is the age of 18 (eighteen), it will revoke such participation in the Airdrop.
Furthermore, please note that different countries may impose varying minimum age requirements for legal adulthood. If Users do not meet the minimum age requirement specified by their country, they are ineligible to participate in the Airdrop.
Finally, any natural or legal person that is considered a Prohibited Entity will not be eligible for the Airdrop. This restriction is in accordance with relevant laws and regulations governing international sanctions and compliance obligations.
Likewise, Users are required to adhere to all Terms and Conditions outlined herein to be eligible for participation in the Airdrop.
4. Airdrop Procedure
The number of Tokens allocated to each User will be determined based on their level of activity within either or both the Renting and Lending Protocols. Hence, a User’s Token allocation will be proportionate to their degree of activity, with greater activity resulting in a higher token allocation.
The factors influencing allocation encompassed various metrics including, but not limited to:
Renting: Total number of rentals executed, their respective durations, and the types of assets rented;
Listing: Total number of rentals generated by assets listed, their durations, and the types of assets listed;
Borrowing: Total number of loans acquired, loan principals, and durations. Defaults will incur penalties, while possession of a Genesis Pass (Limited Edition of 65 (sixty-five) Non-Fungible Tokens issued by the Company granting exclusive perks) will entail a bonus;
Lending: Total amount of deposits made, the value of deposits, and the duration of liquidity retention within a lending pool.
Users will have the opportunity to claim their received Tokens at Token Generation Event, which will be announced in due course. This claim process ensures that Users can access their entitled Tokens in a timely manner, promoting transparency and accountability in Token distribution.
Users will receive the Tokens in the Wallet communicated to the Company.
5. User Commitment
Users undertake to comply with these Terms & Conditions, as well as to comply with any special notices or instructions for use contained therein and to act at all times in accordance with the legislation in force, morality, good customs, and the requirements of good faith and established public order, being diligent and refraining from participating in the Airdrop in any way that may hinder, damage or deteriorate its normal functioning, the assets or rights of the Company, of other Users or, in general, of any third-party.
In this regard, Users acknowledge that they are accountable for their actions when participating in the Airdrop and for any resulting outcomes.
Specifically, and without this implying any restriction to the above, Users undertake to:
Provide truthful information about the data requested for participation in the Airdrop. In any case, Users will be fully responsible for any data or content that they transmit or communicate to the Company;
Not to send, upload, distribute, or disseminate through the Platform any program, data, virus, code, or any other physical or electronic device that is likely to cause damage to the Airdrop;
To the maximum extent permitted by applicable law, not to alter, copy, download, modify, decompile, disassemble, reverse engineer, license, lease, sell, or imitate the Airdrop procedure, its contents, or its underlying software;
Not send, upload, distribute, or disseminate any unlawful, defamatory, harassing, abusive, fraudulent, obscene, or otherwise objectionable content;
Not engage in, promote, or encourage any illegal activities;
Refrain from sending, uploading, distributing, or disseminating any content on the Platform that includes hate-related or violent material, or any other content, products, or services that breach or promote actions in violation of criminal laws, other applicable regulations, or the rights of third parties,
Not impersonate another individual (through the use of an e-mail address or any other means) and refrain from using, deploying, operating, or creating a computer program to mimic the action of a user (“Bot”);
Not employ Bots or similar forms of automation to conduct any activity or transaction on the Platform;
Not engage in the services available on the Platform through means that are either inappropriate or illegal, which encompasses actions like using stolen credit cards, or utilizing a payment mechanism without proper authorization;
6. Liability and Warranties
Zharta
The Company is not responsible for any loss that may arise from interferences, omissions, interruptions, computer viruses, malfunctions and/or disconnections in the functioning of the electronic system or in the devices and computer equipment of Users, due to causes beyond the Company’s control, or delays or use blockages caused by deficiencies or overloads of the Internet, Blockchain, or other electronic systems.
In addition, any purchase or sale Users engage in, accept, or facilitate outside the Airdrop event is done entirely at their own risk. The Company does not oversee, endorse, or assume any responsibility to indemnify or protect Users from any losses they may experience when conducting, or assisting in conducting transactions in this context.
Likewise, the Company is not responsible for any use made by Users of the content of the Airdrop that may represent a violation of any national or international legislation relating to the protection of intellectual or industrial property rights or any other rights held by third parties. Specifically, Users are solely responsible for the communication of incorrect, false, or third-party information or data without their consent, as well as for the incorrect use thereof.
To the extent permitted by law, the Company will not be held responsible and liable for any damages arising from the participation in the Airdrop, nor for any action taken on the basis of the information provided in that regard.
Users also waive and absolve the Company, as well as its parent company, subsidiaries, affiliates, and all its and their respective directors, officers, employees, agents, service providers, contractors, licensors, licensees, suppliers, and successors, from any and all claims arising from any actions taken by the Company or any of the mentioned parties in connection with investigations conducted either by the Company, such parties, or law enforcement authorities.
Nevertheless, the Company declares that it has adopted and will adopt, as the case may be, all the necessary measures, within its possibilities and the state of the technology, to guarantee the correct functioning of the Airdrop and to avoid the existence and transmission of viruses and other components harmful to Users.
Furthermore, the Company will not be held responsible and liable for any losses Users may incur due to their use of Blockchain technology or their non-custodial wallet. Such potential losses may include, but are not limited to, situations arising from:
User errors, such as forgotten passwords or incorrectly executed smart contracts or transactions;
Server failures or data loss;
Corrupted wallet files;
Unauthorized access or activities by third-parties, which can involve viruses, phishing attacks, brute-force attempts, or other means of attack against the Platform, the Ethereum Network, or any non-custodial wallet.
The Company reserve the right to interrupt access to the Airdrop at any time and without prior notice, whether for technical, security, control, maintenance, power supply failure or any other reason. In any event, the Company will endeavour to restore access as soon as possible.
Users
Users agree to indemnify and hold the Company, as well as its parent company, subsidiaries, affiliates, officers, agents, employees, advertisers, licensors, suppliers, or partners, harmless from and against any claim, liability, loss, actual or consequential damage, suit, judgment, litigation costs, and attorney's fees of any kind or nature that may arise as a result of:
Their violation of these Terms & Conditions;
Their misuse of the Airdrop or the Tokens received;
Their breach of applicable laws, rules, or regulations in connection with Users’ participation in the Airdrop.
Users agree that the Company will have control over the defence or settlement of such claims.
Additionally, if the Company reasonably believes that Users have violated any of the commitments mentioned above, it reserves the right, at its sole and absolute discretion, without notice or liability to Users, to restrict their participation in the Airdrop and, if permissible by law, pursue any legal remedies available.
As a complementary note, if the Company reasonably believes that Users have violated any of the User Commitments found in these Terms & Conditions, it also reserves the right, under the same terms, to:
Deem any transaction that took place via or as the result of such activities to be voi ab initio;
Immediately confiscate the Tokens received as the result of such activities.
Upon any termination or expiration of these Terms & Conditions, whether by Users or the Company, Users may no longer have access to information that they have provided on the Platform for the participation in the Airdrop, and they acknowledge that the Company will have no obligation to maintain any such information in its databases or to forward any such information to any third-party (to the extent permitted by law).
Similarly, without prior notice, the Company has the authority to initiate suitable legal proceedings, including, but not limited to, referring matters to law enforcement or regulatory authorities, or informing the affected party about any unlawful or unauthorized participation in the Airdrop. Furthermore, without restricting the foregoing, the Company possesses the right to wholeheartedly collaborate with any law enforcement agencies or court orders that request or instruct it to reveal the identity or other data of any Users participating in the Airdrop.
Users acknowledge and agree that the Tokens are devoid of any attached rights, whether express or implied, apart from ownership of the personal property rights to the Tokens. These rights include the ability to freely sell, transfer, or otherwise dispose of the Tokens.
Each Token may confer upon the User certain tangible or intangible rights, benefits, interests, preferences, or privileges ("Access Rights") following the date hereof.
Users acknowledge and agree that the Tokens received through the Airdrop may have specific usage limitations, such as utility within a specific platform or ecosystem, and may have no monetary value.
These Access Rights, if any, will be provided at the discretion of the Company or third parties, in their respective sole discretion. Any Access Rights offered will be subject to separate terms, whether written or unwritten, which will be periodically published by the Company or the relevant third party.
In this regard, Users acknowledge that the Access Rights are currently in a developmental phase, and updates may result in alterations to the Access Rights that may potentially be linked to the Tokens in the future.
Upon claiming the Tokens, Users expressly acknowledge and agree that they shall not possess any rights to shares, securities, ownership, or any similar rights, nor shall they have any entitlement to such rights in the future.
Users explicitly acknowledge and agree that they should not anticipate any price appreciation of the Tokens. Furthermore, it is clarified that these Terms and Conditions do not constitute a prospectus or solicitation for investment of any kind. They do not represent an offering to purchase or sell securities in any jurisdiction. Additionally, Users declare that the Company has not solicited them in any manner to claim and/or mint Tokens.
Users further declare and acknowledge that the Company shall have full discretion to make further airdrops and/or sales of Tokens in the future.
Limitation of Liability
Users understand and agree that the Company, along with any parent company, subsidiaries, affiliates, and licensors, will not be held responsible and liable to them or any third-party for any indirect, incidental, special, consequential, or exemplary damages, regardless of how they are caused and under any legal theory.
These damages may include, but are not limited to, loss of profits (whether incurred directly or indirectly), loss of goodwill or business reputation, loss of data, cost of obtaining substitute goods or services, diminution of value, or any other intangible loss, even if the Company has been informed of the possibility of such damages.
Users agree that the Company’s total and aggregate liability to them for any claims arising from these Terms & Conditions or their access to, use of, or inability to participate in the Airdrop, whether based on contract, tort, strict liability, or any other legal theory, is limited to 10.000,00€ (ten thousand euros).
Finally, Users acknowledge and agree that the Company has provided the Airdrop to Users and entered into these Terms & Conditions with the understanding of the representations, warranties, disclaimers, and limitations of liability outlined herein. These Terms & Conditions reflect a reasonable and equitable allocation of risk between the Company and Users and are an essential foundation of the agreement between them. Without these limitations, the Company would not be able to provide the Airdrop to Users.
7. Assumption of Risk
Before participating in the Airdrop, Users shall consider the following:
Tax Calculations: Users are solely responsible for determining the applicable taxes for transactions involving the Tokens. The Company does not provide tax calculations or determine tax liabilities for the Users transactions.
Use of Blockchain: The Tokens acquired from the Airdrop are not stored, sent, or received through the Platform. Rather, they exclusively exist within the ownership record maintained on the Ethereum Network. Users should understand that they bear full responsibility for storing and managing the received Tokens in their respective non-custodial wallets.
Inherent Risks of Using Cryptocurrencies: Using cryptocurrencies, such as Tokens, comes with various risks. These risks encompass issues related to hardware, software, internet connections, the introduction of malicious software, and the potential for third parties to gain unauthorized access to information stored in Users’ electronic wallet. The Company is not responsible for communication failures, disruptions, errors, distortions, or delays Users may encounter while using the Ethereum Network, regardless of the cause;
Regulatory Uncertainty: The regulatory landscape governing blockchain technologies, cryptocurrencies, and tokens is uncertain and subject to change. New regulations or policies could have a significant adverse effect on the Airdrop and, consequently, on the utility and value of Users’ Tokens;
Software Risks: Upgrades or hard forks to the Ethereum Network, or changes in transaction confirmation methods can unintentionally impact all blockchains using the ERC 20 Token standard, including the Company’s Token. These changes can introduce unforeseen and adverse effects.
8. Force Majeure
The Company shall not be held responsible and liable to Users, nor considered in default or breach of these Terms & Conditions, in the event of any failure or delay in fulfilling or performing these Terms & Conditions, when such failure or delay is caused by the following force majeure events ("Force Majeure Events”):
Acts of God;
Flood, fire, earthquake, epidemics, pandemics, tsunami, explosion;
War, invasion, hostilities (whether declared or not), terrorist threats or acts, riot, or other civil unrest;
Government orders, laws, or actions;
Embargoes or blockades in effect on or after the date of this agreement;
Strikes, labour stoppages, slowdowns, or other industrial disturbances;
Shortage of adequate or suitable internet connectivity, telecommunication breakdown, or shortage of adequate power or electricity;
Other similar events beyond the Company’s control.
If the Company encounters a Force Majeure Event, it will make reasonable efforts to promptly inform Users of the event, including the expected duration. The Company will diligently work to resolve the issue and minimize the effects of the Force Majeure Event.
The Company will resume fulfilling its obligations as soon as reasonably possible after resolving the cause. If its failure or delay persists for 45 (forty-five) consecutive days following its written notice to Users as outlined in this Section, it may subsequently terminate these Terms & Conditions with 15 (fifteen) days' written notice.
9. Changes to the Terms and Conditions
The Company reserves the right to change these Terms & Conditions at any time prior to the beginning of the Airdrop. Any changes to these Terms & Conditions will become effective on the "Last Updated Date" indicated at the top of this page. Consequently, the Company recommends that Users review these Terms & Conditions prior to participating in the Airdrop.
Participation in the Airdrop upon the “Last Updated Date” will signify Users’ acceptance to these alterations.
10. Intellectual Property
The Airdrop and all its contents, encompassing but not limited to articles, opinions, texts, lists, user manuals, photographs, drawings, images, video clips, audio, marketing texts, trademarks, logos, domain names, and other elements subject to property rights (including source codes) and/or other intellectual property rights ("Materials"), are either the property of the Company or are utilized with authorization from third-parties. They are protected against unauthorized use, copying, or disclosure by national laws and international treaties related to intellectual property rights.
Nothing in these Terms & Conditions or the content on the Airdrop should be interpreted as granting, accepting, or otherwise providing the right to use any Material in any way without the prior written consent of the Company or the third-party owner of the Material or the intellectual property rights in question.
The use, copying, reproduction, modification, republishing, updating, downloading, e-mail transmission, distribution, duplication, or any other misuse of the Material not explicitly identified but of a similar nature is strictly prohibited. Users agree not to use the Material for any unlawful purpose and not to infringe upon the rights of the Company.
Nevertheless, Users may view and display the Airdrop’s contents and Materials on a computer or electronic device screen, store such content electronically on a personal disk (excluding servers or internet-connected storage devices), or print such content for personal, non-commercial use. It is essential to preserve all information related to intellectual property rights.
Participation in the Airdrop does not grant Users any rights to the content provided by the Company. Likewise, Users have the option to provide feedback about the Airdrop. By submitting feedback, Users agree that the Company can use it at its discretion without additional compensation to you.
The Company is granted a license to use Users’ feedback for any purpose, and Users grant the Company the necessary rights to do so.
11. Data Protection
The Company’s Privacy Policy and Cookie Policy describe how the Company collects, uses, stores, and discloses Users’ Personal Data, and is hereby incorporated into these Terms & Conditions. Users agree to the collection, use, storage, and disclosure of their Personal Data under the Company’ Privacy Policy and Cookie Policy.
12. Applicable law and Dispute Resolution
All matters related to these Terms & Conditions will be governed by and construed in accordance with the laws of Portugal, applicable therein, without considering any choice or conflict of law provision or rule.
The Company and Users agree to submit all conflicts arising from or related to these Terms & Conditions to the Portuguese courts of the city of Lisbon and waive any other jurisdiction to which they may be entitled.
13. Miscellaneous
These Terms & Conditions, the Company’s Privacy Policy and Cookie Policy constitute the complete legal agreement between it and Users, governing Users’ participation in the Airdrop. They supersede any previous or contemporaneous agreements, whether oral or written, between the Company and Users regarding their participation in the Airdrop.
These Terms & Conditions do not confer rights or remedies upon any person or entity other than Users.
The language in these Terms & Conditions will be interpreted based on its fair meaning and not strictly in favour of or against any party.
If any part of these Terms & Conditions is found to be invalid, illegal, void, or unenforceable, that portion will be considered severed from these Terms & Conditions and will not affect the validity or enforceability of the remaining provisions.
The Company’s failure or delay in exercising or enforcing any right or provision in these Terms & Conditions will not be seen as a waiver of the future exercise or enforcement of such right or provision. Waivers of any right or provision in these Terms & Conditions will be effective only if in writing and signed by a duly authorized representative on the Company’s behalf.
The Company may deliver notices to Users (including changes to these Terms & Conditions) via e-mail or through postings on the Platform. By providing the Company with their e-mail address, Users consent to receive notices via e-mail. Notices sent by e-mail will be effective upon sending, and notices provided by posting will be effective upon posting. It is the Users’ responsibility to maintain an up-to-date e-mail address.
Users may not assign any of their rights or obligations under these Terms & Conditions without the Company’s prior written consent, whether by operation of law or otherwise. The Company may, at its sole discretion, assign its rights and obligations under these Terms & Conditions to an affiliate or in connection with an acquisition, sale, or merger.
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