Terms of Use
Version 1.0 • Effective 13 May 2026
Zodial Terms and Conditions
Version 1.0 – 13 May 2026
1. Scope
These terms and conditions ("Terms") apply to the use of the website available on https://zodial.xyz (the "Website"), which is operated by the Operator (as defined below).
By visiting or otherwise using the Website, you (the "Visitor") accept these Terms in full. If you do not agree to these Terms, you shall not visit, use, or access the Website.
2. Definitions
Capitalized terms used in these Terms have the meanings set out below:
* Crypto-asset: has the meaning outlined in Article 3(1)(5) of Regulation (EU) 2023/1114 ("MiCAR"), i.e., a digital representation of a value or of a right that is able to be transferred and stored electronically using distributed ledger technology or similar technology.
* DeFi: means decentralized finance, i.e., blockchain-based financial services provided in an automated manner with minimal or no intermediaries.
* Operator: Zodial Labs GmbH, a limited liability company organized under the laws of Germany, having its registered seat in Munich, Germany (the "Operator").
* Protocol: the Zodial protocol, a non-custodial decentralized finance lending protocol deployed as a set of smart contracts on the Solana blockchain, enabling users to supply and borrow crypto-assets and tokenized real-world assets based on a unified portfolio-based risk model with off-chain proof generation and on-chain verification.
* Multi-Signature Governance Scheme: the multi-signature key arrangement under which administrative functions over the Protocol's smart contracts can only be exercised with the consent of multiple independent signatories.
* Tokenized Real-World Asset or "RWA": a digital token representing an off-chain asset (such as a publicly traded equity, a commodity, or a fiat-denominated instrument) issued by a third party not under the control of the Operator.
* Cardinal Duty: an obligation the fulfillment of which is essential to the proper performance of the contract between the Operator and the Visitor and on the fulfillment of which the Visitor regularly relies ("wesentliche Vertragspflicht").
* Incentive Program: any marketing campaign, incentive program, voluntary distribution, points program, or other reward offered by the Operator to certain Visitors or users of the Protocol, as further described in Section 8.
* Wallet: a non-custodial Solana-compatible digital wallet under the sole control of the Visitor, granting the Visitor access to the Visitor's crypto-assets and the ability to interact with the Protocol.
3. Regulatory Status
The Operator is not a financial services institution, credit institution, payment services provider, or investment firm within the meaning of the German Banking Act (Kreditwesengesetz, "KWG"), the German Payment Services Supervision Act (Zahlungsdiensteaufsichtsgesetz, "ZAG"), the German Securities Trading Act (Wertpapierhandelsgesetz, "WpHG"), or Regulation (EU) 2023/1114 (Markets in Crypto-Assets Regulation, "MiCAR"). The Operator is not licensed, authorized, registered, or supervised by the German Federal Financial Supervisory Authority (Bundesanstalt für Finanzdienstleistungsaufsicht, "Bafin") or any other financial regulator, and does not provide investment advice, asset management, portfolio management, custody, brokerage, exchange, or any other regulated financial service.
The Operator does not operate the Protocol. The Protocol consists of autonomous smart contracts deployed on the Solana blockchain. The Operator solely operates the Website, which provides one of several possible means of interacting with the Protocol.
Nothing in these Terms, on the Website, or in any documentation made available by the Operator constitutes financial, legal, tax, or investment advice, an offer or solicitation to buy or sell any financial product, or a recommendation to engage in any transaction. The Visitor is solely responsible for assessing whether the Visitor's use of the Website or interaction with the Protocol is permissible under the laws and regulations applicable to the Visitor.
4. Nature of the Website and Protocol
The Website provides a non-exclusive interface to the Protocol. The Website serves as a visualization layer: it displays information regarding the Protocol and proposes transactions for the Visitor's review and approval. The Visitor's effective interaction with the Protocol and the submission of any transaction to the Solana blockchain occur directly between the Visitor's Wallet and the relevant Solana RPC node providers, without intermediation by the Operator or the Website. The Operator does not have custody of, transmit, or otherwise handle the Visitor's transaction instructions or crypto-assets at any time.
The Website is not necessary for the operation of or interaction with the Protocol. The Visitor may interact with the Protocol through alternative means, including direct on-chain calls using any compatible client or wallet. The Website operates on a non-custodial basis: the Visitor connects the Visitor's own Wallet to interact with the Protocol. The Operator has no access to, custody of, or control over the Visitor's Wallet, private keys, or crypto-assets at any time. Assets deposited into the Protocol (including collateral and borrowed assets) are locked in the Protocol's smart contracts and tracked on-chain. The Visitor is solely responsible for the security of the Visitor's Wallet, private keys, and seed phrase; if access is lost, no entity can recover the Visitor's assets.
5. Operator and Multi-Signature Governance
Administrative functions over the Protocol, including the ability to perform upgrades, are exercised through a Multi-Signature Governance Scheme requiring the consent of multiple independent signatories and preventing any single party from acting unilaterally. The Operator holds one of several signatory positions but cannot act unilaterally. It is intended to progressively transition these administrative functions to fully decentralized governance.
Notwithstanding such participation, the Operator: (i) does not operate the Protocol; (ii) cannot influence, modify, or reverse any individual transaction submitted to the Protocol; (iii) cannot close, liquidate, or modify any user's position held in the Protocol; (iv) has no privileged access to user funds, transactions, or positions; (v) does not provide custody, brokerage, or any other intermediation service in relation to the Protocol's smart contracts; and (vi) is not a counterparty to any transaction executed on the Protocol. The Protocol's core operations execute autonomously on-chain.
6. Risk Disclosure
The Visitor acknowledges and accepts the following risks. This list is non-exhaustive. The Visitor is solely responsible for assessing all risks before using the Website or interacting with the Protocol, as such use or interaction may result in substantial or complete loss of funds.
6.1 Smart Contract and Blockchain Risk
The Protocol's smart contracts are of experimental nature and may contain bugs, defects, vulnerabilities, or errors. While the Protocol's smart contracts have undergone independent security audits, no audit can guarantee the absence of vulnerabilities or errors. The Visitor accepts all risks associated with smart contract failure, exploits, hacks, or unexpected behavior.
6.2 Solana Network Risk
The Protocol is deployed on the Solana blockchain. The Visitor accepts all risks associated with the Solana network, including but not limited to network congestion, outages, forks, halts, transaction failures, validator misconduct, and consensus failures. The Operator has no control over the Solana network.
6.3 Oracle Risk
The Protocol relies on third-party price oracles (including Pyth price feeds) to determine asset prices and trigger liquidations. The Visitor accepts all risks of oracle inaccuracies, oracle failure, oracle delay, stale prices, manipulated prices, and the unavailability of oracle data. The Operator does not operate, control, or guarantee the accuracy, availability, or reliability of any oracle.
6.4 Liquidation Risk
The Protocol enables collateralized borrowing. The Visitor's positions may be liquidated by the Protocol if the loan-to-value ratio meets or exceeds the applicable liquidation threshold. Liquidations may occur automatically and immediately, including during periods of high market volatility, oracle inaccuracy, or network congestion, and may result in substantial or complete loss of the Visitor's collateral. Liquidations may be subject to liquidation penalties as configured at the Protocol level.
6.5 Tokenized Real-World Asset Risk
The Protocol may support Tokenized Real-World Assets as collateral or as borrowable assets. The Visitor acknowledges that Tokenized Real-World Assets may constitute securities, financial instruments, or other regulated financial products under applicable law and that their legal and regulatory treatment is jurisdiction-dependent and evolving. The Visitor further acknowledges the following Tokenized Real-World Asset-specific risks: (i) mismatch between the on-chain price of the token and the price of the underlying off-chain asset, in particular during periods when traditional markets are closed; (ii) counterparty risk and the unavailability, insolvency, or default of the third-party issuer of the Tokenized Real-World Asset; (iii) suspension, delisting, or redemption restrictions imposed by the third-party issuer; and (iv) regulatory action affecting the Tokenized Real-World Asset or its issuer. The Operator does not issue, custody, or guarantee any Tokenized Real-World Asset.
6.6 Off-Chain Proof Generation Risk
Certain operations within the Protocol rely on the off-chain generation of cryptographic certificates that are verified on-chain. The Visitor accepts all risks associated with the failure, error, or unavailability of off-chain certificate generation, including the consequent inability to execute certain transactions on the Protocol.
6.7 Wallet and Private Key Risk
The security of the Visitor's Wallet, private keys, and seed phrase is the sole responsibility of the Visitor. Any unauthorized access to the Visitor's Wallet may result in the total loss of the Visitor's assets. The Operator has no access to and no ability to recover the Visitor's private keys.
6.8 Irreversibility of Transactions
Transactions executed on the Solana blockchain are generally irreversible. Once confirmed, transactions (including transfers of crypto-assets, deposits, borrowings, and liquidations) cannot be reversed, canceled, or modified by the Visitor, the Operator, or any other party. The Visitor must carefully verify all transaction parameters before submission.
6.9 Regulatory Risk
The regulatory treatment of crypto-assets, DeFi protocols, and Tokenized Real-World Assets varies across jurisdictions and is subject to ongoing legal and regulatory change. The Visitor is solely responsible for ensuring that the Visitor's use of the Website and interaction with the Protocol complies with all applicable laws and regulations in the Visitor's jurisdiction. The Visitor accepts all risks arising from regulatory changes affecting the Protocol, the Website, or the Visitor's use thereof.
6.10 No Financial Advice
Nothing on the Website, in these Terms, or in any documentation made available by the Operator constitutes financial, legal, tax, or investment advice. The Visitor must obtain independent professional advice from a qualified advisor before making any decisions involving the Protocol.
6.11 Centralization Vectors
The Visitor acknowledges that the Website interface is currently hosted using a centralized hosting provider and that the Operator may, in its discretion, modify, restrict, or terminate access to the Website at any time. The Visitor's ability to interact with the Protocol through the Website may therefore be interrupted or unavailable. The Visitor may, however, continue to interact with the Protocol through alternative means as outlined in Section 4.
7. Incentive Programs and Voluntary Distributions
The Operator may, in its sole discretion, offer marketing campaigns, voluntary distributions, points, or other rewards to Visitors or users of the Protocol (collectively, "Incentive Programs"). Such Incentive Programs may include, without limitation, (i) voluntary distributions of a portion of revenue generated by the Protocol during a defined period, (ii) referral rewards, (iii) early-participation or deposit-timing rewards, and (iv) points programs.
The Visitor expressly acknowledges and agrees that:
* All Incentive Programs are offered on a fully voluntary and discretionary basis. No entity is under any obligation to offer, continue, or honor any Incentive Program.
* Participation does not create any contractual entitlement, claim, vested right, or expectation of any specific benefit, payment, distribution, or future token.
* No Incentive Program constitutes an investment, security, financial instrument, deposit, profit-sharing arrangement, or offer or sale of a token or other asset.
* The Visitor does not participate with the expectation of profit derived from the entrepreneurial or managerial efforts of the Operator or any other party.
* The Operator may modify, suspend, terminate, recalculate, withhold, or revoke any Incentive Program or individual allocation at any time, with or without notice, and without liability to the Visitor.
* Where an Incentive Program references the possibility of a future token, no representation, promise, or warranty is made that any such token will be issued, that the Visitor will receive any allocation, or as to the rights, characteristics, value, transferability, or utility (if any) of any such token. Any reference to a future token shall not be construed as an offer or solicitation to acquire any security, financial instrument, or crypto-asset within the meaning of MiCAR.
* The Visitor is solely responsible for assessing the legality of participation in any Incentive Program in the Visitor's jurisdiction and for any tax, reporting, or regulatory consequences.
8. Representations and Warranties by Visitors
The Website may only be used by persons that are at least the age of majority in the Visitor's jurisdiction (and in any case at least eighteen years old) and have the full right, power, and authority to enter into and comply with these Terms on the Visitor's behalf and on behalf of any company or legal entity for which the Visitor may access or use the Website.
The Visitor represents and warrants that the Visitor's access and use of the Website will fully comply with all applicable laws and regulations, and that the Visitor will not access or use the Website to conduct, promote, or otherwise facilitate any illegal activity. The Visitor further represents that the Visitor is not a resident of any of the following countries or regions: Belarus, the Democratic People's Republic of Korea (North Korea), the Russian Federation, and the regions of Crimea, Sevastopol, Kherson, Donetsk, Luhansk, and Zaporizhzhia of Ukraine, or any other jurisdiction in which accessing or using the Protocol is or may be prohibited ("Prohibited Jurisdictions"). In using the Website, the Visitor confirms that the Visitor is not located in, incorporated or otherwise established in, or a citizen or resident of, a Prohibited Jurisdiction, does not use a virtual private network or any other technical means to circumvent the Operator's geographical restrictions, and is not the subject of economic or trade sanctions administered or enforced by any governmental authority or otherwise designated on any list of prohibited or restricted parties (including but not limited to the list maintained by the Office of Foreign Assets Control of the U.S. Department of the Treasury). Access to the Website from Prohibited Jurisdictions is technically restricted via IP-based geo-blocking. Circumventing these restrictions is a breach of these Terms. The Visitor acknowledges that the Visitor may still be able to access the underlying Protocol directly through alternative means and that such access remains solely at the Visitor's own risk and responsibility.
The Visitor further represents and warrants that the Visitor will not use the Protocol to supply, borrow, trade, swap, or otherwise transact in any digital asset that constitutes a security, financial instrument, or other regulated financial product under the laws of the Visitor's jurisdiction, except where the Visitor is lawfully permitted to do so. In particular, the Visitor acknowledges that Tokenized Real-World Assets (including tokenized equities and similar instruments) may constitute securities or regulated financial instruments under applicable law, and the Visitor is solely responsible for ensuring that the Visitor's use of any such assets through the Protocol complies with all applicable laws in the Visitor's jurisdiction.
9. No Right of Withdrawal
The Visitor expressly acknowledges that any service provided by the Operator through the Website and any transaction initiated by the Visitor via the Website are executed immediately on the Solana blockchain upon the Visitor's instruction, and that such on-chain transactions are by their nature irreversible. The Visitor expressly requests that the performance of any such service begin immediately upon the Visitor's use of the Website. The Visitor expressly waives any statutory right of withdrawal (including, where applicable, the right of withdrawal under Section 312g of the German Civil Code, Bürgerliches Gesetzbuch, "BGB") with respect to such services and transactions. The Visitor acknowledges that the Visitor thereby loses the right of withdrawal once the relevant service has been fully performed.
10. Intellectual Property
All rights, titles, and interests to all intellectual property, including all copyrights, inventions, trademarks, designs, domain names, know-how, trade secrets, data, and other intangible property rights ("Intellectual Property Rights") related to the Website interface remain vested in the Operator or in their respective owners. The Protocol consists of smart contracts deployed on Solana and may include components made available under various open-source licenses. Where the Protocol or parts thereof are made available as open-source software, the applicable open-source license terms govern.
11. Loss of Private Keys
If the Visitor's private key(s) are lost, the Visitor will lose access to the Protocol and any assets and positions held in the Protocol. Furthermore, loss of Wallet access may prevent the Visitor from managing or closing active borrowing positions, potentially leading to the Protocol liquidating collateral assets. No entity associated with the Website or the Protocol has any means of recovering such access and is not responsible for any such losses.
12. Tax
The Visitor bears sole responsibility for determining whether the Visitor's interaction with the Protocol and any potential gains, profits, or other actions or transactions related to the Protocol have tax implications for the Visitor. This includes, without limitation, tax implications arising from lending, borrowing, the receipt of interest or liquidation proceeds, the receipt of any distribution, airdrop, reward, point, or other allocation under any Incentive Program, and any disposal or transfer of digital assets, each of which may constitute a taxable event in the Visitor's jurisdiction.
13. Limitation of Liability
13.1 Liability for intent and gross negligence
The Operator shall be liable without limitation for damages caused by intent (Vorsatz) or gross negligence (grobe Fahrlässigkeit) of the Operator, its legal representatives, or its vicarious agents (Erfüllungsgehilfen).
13.2 Liability for ordinary negligence
In the case of ordinary negligence (einfache Fahrlässigkeit), the Operator shall be liable only for:
1. damages arising from injury to life, body, or health; and
2. damages arising from the breach of a Cardinal Duty; in such a case, the Operator's liability is limited to the foreseeable damage typical for this type of contract.
13.3 Other liability for ordinary negligence excluded
Liability of the Operator for ordinary negligence in cases other than those outlined in Section 13.2 is excluded to the maximum extent permitted by applicable mandatory law.
13.4 Exceptions
The foregoing limitations of liability shall not apply (i) to mandatory liability under the German Product Liability Act (Produkthaftungsgesetz, ProdHaftG); (ii) in the case of the assumption of an express guarantee (Garantie) by the Operator; or (iii) where applicable mandatory statutory provisions provide otherwise.
13.5 Scope of limitations
The limitations of liability outlined in this Section 13 apply to claims of any kind and on any legal theory, including under contract, tort (including negligence), strict liability, statute, or any other legal or equitable theory.
13.6 No liability for Protocol and on-chain events
For the avoidance of doubt: the Operator does not operate the Protocol. Damages arising from the use of the Protocol itself, from smart contract behavior, from oracle failures, from liquidations, from blockchain network conditions, from off-chain certificate generation, from Tokenized Real-World Asset issuers, or from any other on-chain event are not within the Operator's control and are not attributable to the Website interface operated by the Operator. The limitations of liability in this Section refer exclusively to the Website interface operated by the Operator.
14. Indemnification by the Visitor
14.1 Indemnification
To the maximum extent permitted by applicable law, the Visitor shall indemnify, defend, and hold harmless the Operator and its affiliates, officers, directors, employees, and representatives (collectively, the "Indemnified Parties") from and against any third-party claim, demand, action, proceeding, loss, or liability, including reasonable attorneys' fees and costs, arising out of or in connection with:
1. the Visitor's breach of these Terms;
2. the Visitor's misuse of the Website, the Protocol, or any services provided by the Operator;
3. the Visitor's violation of any applicable laws, rules, or regulations;
4. the Visitor's violation of the rights of any third party (including any intellectual property right or privacy right);
5. the Visitor's use of any third-party product, service, or website accessed through or in connection with the Website; or
6. any misrepresentation made by the Visitor under these Terms.
14.2 Defence
The Operator reserves the right, at the Visitor's expense, to assume the exclusive defense and control of any matter subject to indemnification by the Visitor under this Section. The Visitor shall cooperate with the Operator's defense of any such claim and shall not settle any indemnified claim without the Operator's prior written consent.
14.3 Mandatory law
This Section 14 shall not require the Visitor to indemnify the Indemnified Parties to the extent such indemnification would be inconsistent with mandatory statutory provisions applicable to the Visitor.
15. Consumer Dispute Resolution
15.1 Voluntary participation under VSBG
Pursuant to Section 36 of the German Consumer Dispute Resolution Act (Verbraucherstreitbeilegungsgesetz, "VSBG"), the Operator is not obligated to participate in any dispute resolution procedure before a consumer arbitration board (Verbraucherschlichtungsstelle) and does not voluntarily participate in such procedures.
15.2 Online Dispute Resolution
Pursuant to Article 14(1) of Regulation (EU) No 524/2013, the European Commission provides an online dispute resolution platform (the "ODR Platform"), accessible at https://ec.europa.eu/consumers/odr. The Operator's contact email for ODR purposes is outlined in Section 20 below.
16. Class Action and Jury Trial Waiver
16.1 General waiver
Subject to Section 16.2 below, the Visitor agrees that any dispute against the Operator shall be brought in the Visitor's individual capacity and not as a plaintiff in or member of any purported class action, collective action, private attorney general action, or other representative proceeding. This provision applies to class arbitration. The Visitor and the Operator both agree to waive any right to demand a trial by jury.
16.2 EU consumer carve-out
The waiver in Section 16.1 shall not apply to the extent that mandatory statutory rights or remedies available to the Visitor under applicable law cannot be waived. In particular, where the Visitor qualifies as a consumer (Verbraucher) within the meaning of Section 13 BGB and is domiciled within the European Union, this Section 16 shall not prevent the Visitor from exercising any rights to which the Visitor may be entitled under mandatory provisions of applicable consumer protection law.
17. Term and Termination
17.1 Term
These Terms are effective upon the Visitor's first use of the Website and remain in effect until terminated in accordance with this Section.
17.2 Termination by the Visitor
The Visitor may terminate these Terms at any time by ceasing to use the Website.
17.3 Termination or suspension by the Operator
The Operator may, at any time, suspend or terminate the Visitor's access to the Website, with or without notice, including in the following circumstances: (a) the Visitor breaches or is reasonably suspected of breaching these Terms; (b) the Operator reasonably believes that the Visitor's use of the Website exposes the Operator to legal or regulatory risk; (c) the Visitor is, or becomes, located in or resident of a Prohibited Jurisdiction or is otherwise subject to applicable sanctions; or (d) it is no longer commercially viable for the Operator to continue providing access to the Website.
17.4 Survival
Termination shall not affect any rights or obligations that, by their nature, are intended to survive termination, including the Visitor's representations and warranties under Section 8, the Visitor's indemnification obligations under Section 14, the limitations of liability under Section 13, and the provisions of Sections 19 and 20.
18. Miscellaneous
Entire Agreement: These Terms constitute the entire agreement between the Visitor and the Operator with respect to the subject matter hereof and supersede all prior or contemporaneous communications. General terms and conditions of the Visitor are excluded unless expressly accepted in writing by the Operator.
Changes to Terms: The Operator may modify these Terms from time to time. The Terms in force at the time of use apply. The Operator shall notify Visitors of material changes by appropriate means (including posting an updated version on the Website). Continued use of the Website after such changes constitutes acceptance.
No Assignment: The Visitor may not assign any rights, obligations, or claims under these Terms without the Operator's prior written consent. The Operator may assign these Terms or any of its rights or obligations hereunder to any third party without the Visitor's prior consent.
Severability: If any provision of these Terms is held to be illegal, invalid, or otherwise unenforceable, the remaining provisions shall remain in full force and effect, and the invalid or unenforceable provision shall be replaced by a provision that comes closest to the economic and legal intent of the original.
Language: These Terms are written in English. In the event of any discrepancy in translation, the English version prevails, subject to mandatory consumer protection provisions of applicable law.
19. Governing Law and Jurisdiction
These Terms, and any non-contractual obligations arising out of or in connection with these Terms, shall be governed by and construed in accordance with the laws of the Federal Republic of Germany, excluding (i) its conflict of law provisions and (ii) the United Nations Convention on Contracts for the International Sale of Goods (CISG).
The exclusive place of jurisdiction for all disputes arising out of or in connection with these Terms shall be Munich, Germany. This jurisdiction clause shall not apply to the extent mandatory statutory provisions, in particular under applicable consumer protection law, provide for a different exclusive jurisdiction.
20. Contact
Any communication to the Operator under these Terms shall be addressed to: Zodial Labs GmbH, Cosimastrasse 121, 81925 München, Germany, or by e-mail to: mail (at) zodial.xyz. The Operator may communicate with the Visitor at the e-mail address or other contact details provided by the Visitor.