1.1.

The "Recovery Pool" is a smart contract which holds all recoveries achieved by the Company on a reasonable endeavours basis, in connection with the security incident which had occurred in respect of the zkLend protocol on 11 February 2025 (the zkLend Incident), from various recovery methods such as recovery of any lost funds through legal or other processes from the perpetrators, unvested team, advisor, and ecosystem “ZEND” tokens, additional profit generated from ongoing activities of zkLend protocol, any incentives and rebates.

1.2.

Qualifying users will have their Starknet wallet address whitelisted to claim their portion of the Recovery Pool strictly on a reasonable endeavours basis, with the specific portion calculated based on the Company’s internal policies/calculations for allocation of recoveries (at its sole discretion), as detailed on the Website from time to time.

1.3.

YOU AGREE AND ACCEPT THAT THERE IS NO GUARANTEE OR ASSURANCE REGARDING THE AGGREGATE AMOUNTS AVAILABLE FOR CLAIM IN THE RECOVERY POOL. YOU MAY NOT BE ABLE TO RECOVER THE FULL AMOUNT OR ANY EXPECTED AMOUNT. THE AMOUNTS IN THE RECOVERY POOL ARE ACHIEVED ON A REASONABLE ENDEAVOURS BASIS BY THE COMPANY, WHICH DEPENDS ON MULTIPLE FACTORS WHICH ARE NOT WITHIN THE COMPANY’S CONTROL. THE COMPANY MAKES NO, AND DISCLAIMS ALL WARRANTIES AND/OR REPRESENTATIONS AND OFFERS NO ASSURANCES (EITHER EXPRESSED OR IMPLIED) THAT THE RECOVERY EFFORTS WILL BE SUCCESSFUL (IF AT ALL) OR THAT USERS WILL BE MADE WHOLE.

1.4.

You agree that the Company shall not be liable to you in any way for the administration/management of recovery efforts, allocation of funds to the Recovery Pool, usage of funds in the Recovery Pool, payments to any service provider, team member, employee, contractor, director or officer of the Company (including without limitation payments made prior to or after the zkLend Incident) and you shall not have any right to require any examination of accounts or clawback of any monies paid. All information in respect of the Recovery Pool is shared by the Company on a reasonable endeavours basis.

1.5.

The allotment of claim amounts from the Recovery Pool is not intended to be a security or any other kind of financial instrument. These Terms do not constitute an invitation to the public (in Panama or otherwise) to subscribe to any securities.

1.6.

The allotment of claim amounts from the Recovery Pool is intended only to support users affected by the zkLend Incident.

1.7.

The Recovery Pool accepts donations (in certain specified tokens) towards recovery efforts, which may be subject to the appropriate compliance and anti-money laundering checks. Interested ecosystem partners and community members are able to make donations at the website. Once accepted, donations would be irrevocable.

2.1.

YOU AGREE AND CERTIFY THAT YOU ARE CLAIMING AMOUNTS FROM THE RECOVERY POOL FOR YOUR OWN PERSONAL USE, AND NOT FOR INVESTMENT, DISTRIBUTION, OR FINANCIAL PURPOSES. You agree and certify that such claim is not an investment or financial transaction.

2.2.

By agreeing to these Terms, you affirm that you understand and agree with all concepts described in the specified documents to your satisfaction, and you affirm that you also shall comply with all applicable documentation which may be applicable to claims from the Recovery Pool. To the extent that there is any conflict between these Terms and documentation published with respect to claims from the Recovery Pool, these Terms shall take precedence.

2.3.

These Terms have been prepared in connection with the opportunity for persons, that are not U.S. Persons (as defined under applicable U.S. law) or citizens of the People’s Republic of China (PRC), and who have suffered loss in the zkLend Incident, who are eligible to claim amounts from the Recovery Pool (collectively, the "Eligible Persons"). You may be required to prove your status as an Eligible Person.

2.4.

The Recovery Pool is not registered under the laws of Panama or any foreign jurisdiction. Amounts from the Recovery Pool are offered only to Eligible Persons that are not Restricted Persons (as defined below). If any proposed claimant of the Recovery Pool is a citizen, a resident of, or a person located or domiciled in, or any entity, including, without limitation, any corporation or partnership created or organised in or under the laws of a country or jurisdiction subject to any applicable sanctions, including without limitation Myanmar (Burma), Cuba, Iran, Syria, the Crimea, Donetsk, Luhansk, and Sevastopol regions of Ukraine, Venezuela, Russia, the Democratic People's Republic of Korea (North Korea) (any person from these abovementioned jurisdictions being a "Restricted Person"), such proposed claimant is not an Eligible Person and must not claim amounts from the Recovery Pool.

2.5.

We may make changes to these Terms from time to time. We will alert you of any changes by updating the "Last Updated" date of these Terms (on the first page hereof). It is your responsibility to periodically review these Terms to stay informed of updates. You will be subject to and will be deemed to have been made aware of and to have accepted, the changes in any revised Terms by your claim of any amount of the Recovery Pool after the date such revised Terms are posted.

3.1.

Only Eligible Persons may claim amounts from the Recovery Pool. The Company is not acting as an exchange, broker, trustee, custodian, bailee, manager or administrator in respect of claim amounts from the Recovery Pool.

3.2.

These Terms do not constitute a prospectus of any sort, is not a solicitation for investment or any kind, and does not pertain in any way to an initial public offering or a share/equity offering, and does not pertain in any way to an offering of securities in any jurisdiction. It describes the terms of the Company’s acceptance of claims from the Recovery Pool, which is a technical tool for users who have been affected by the zkLend Incident to keep track of recoveries.

3.3.

Notwithstanding that the Company has accepted any claim from the Recovery Pool, no form of partnership, joint venture, agency or any similar relationship is created between you and the Company in connection with claims from the Recovery Pool.

3.4.

Nothing herein shall prohibit the Company or its officers, managers, directors, shareholders, members, employees or contractors from entering into other agreements, terms, documents, letters, deeds or agreements with any party for the release and discharge of obligations or liabilities in connection with the zkLend Incident, whether on similar terms or otherwise.

4.1.

You understand and accept that while the Company will use reasonable endeavours to seek recoveries, such efforts may fail and there may be minimal or no amounts available for claim in the Recovery Pool due to technical, commercial, regulatory, or any other reasons.

5.1.

You agree that the zkLend Incident was an unforeseeable caused by malicious actors, and had occurred due to no fault on the part of the Company or any person or entity associated with the zkLend protocol. The allotment of claim amounts from the Recovery Pool, on a reasonable endeavours basis, is purely a goodwill gesture in order to support users affected by the zkLend Incident. Nothing herein or payment of any recovery amounts shall be deemed or construed as an admission of liability by the Company or any person or entity associated with the zkLend protocol. The recovery plan and payment of recovery amounts shall not be used or construed in connection with any other suit or other proceeding, either now pending or as may be brought, as an admission or concession of liability or otherwise on the part of any person or entity associated with the zkLend team.

5.2.

The receipt of recovery monies (or any part thereof) by any user shall be accepted by such user without reservations in full and complete settlement and satisfaction of all claims, demands or causes of action of any nature whatsoever in connection with the zkLend Incident, including without limitation claims for performance, fees, payment, repayment, interest and costs which such user may now have or may have against the Company or any person or entity associated with the zkLend protocol.

5.3.

You hereby: (a) agree to discharge and release the Company or any person or entity associated with the zkLend protocol from all liabilities, obligations, claims and demands whatsoever, howsoever and whenever arising, relating to or arising from the zkLend Incident, (b) waive all rights which it may have against the Company or any person or entity associated with the zkLend protocol in respect of any accrued claims or liabilities whatsoever in relation to the zkLend Incident, (c) agrees that you are fully estopped from, and undertakes to refrain from bringing any claims, demands, suits, actions or proceedings of any nature whatsoever, including without limitation claims for performance, repayment, interest and costs against the Company or any person or entity associated with the zkLend protocol resulting from, arising out of or in any way whatsoever connected with the zkLend Incident.

5.4.

Your claim of amounts from the Recovery Pool during the Claim Period is final, and there are no cancellations or rescissions.

6.1.

Qualifying users may claim their allotted amounts from the Recovery Pool beginning from 5 March 2025 at 06:00am UTC and ending on the three-year anniversary of such date or such later date as the Company may determine in its sole and absolute discretion (such period being the "Claim Period").

6.2.

The claim of allotted amounts from the Recovery Pool is strictly not transferrable in any situation. Breach of this provision shall void your claim to your allotted amount (at the Company’s discretion).

6.3.

7.1.

The Company has deployed certain smart contracts at Starknet contract address: 0x04326efda26bccf273590be4f99a38795ffba0fc650c14c89e6f907f2491ee89 for the purpose of allowing users to claim allotted amounts from the Recovery Pool, which are publicly viewable via block explorers. The aforementioned smart contracts shall be the only method for claiming amounts from the Recovery Pool during the Claim Period. After the expiry of the Claim Period, it will no longer be possible to claim amounts from the Recovery Pool.

7.2.

The Recovery Pool smart contracts are accessible directly on the relevant blockchain network. Interacting with the Recovery Pool smart contracts do not require use of the Website or the user interface thereon; the Website merely provides a convenient and user-friendly method of reading and displaying data from the Recovery Pool smart contracts and generating standard transaction messages compatible with the Recovery Pool smart contracts. The Website does not conduct any transaction on your behalf. There is no guarantee of the continued operation, maintenance, availability, or security of any of the foregoing.

7.3.

By interacting with the Recovery Pool smart contracts (whether through the Website or otherwise), you acknowledge and accept that hackers, individuals, other malicious groups or organizations may attempt and succeed to interfere with these Recovery Pool smart contracts, the relevant blockchain network, your wallet application or other mode of accessing the Recovery Pool smart contracts, in a variety of ways such as malware attacks, denial of service attacks, consensus-based attacks, Sybil attacks, griefing, smurfing and spoofing, which may lead to a loss of any allotted claim amount. Transactions on public blockchains are irreversible.

7.4.

The Recovery Pool smart contracts and all related facts and circumstances relating to the Recovery Pool have not been reviewed, approved, endorsed or registered with any regulator or other governmental entity. The Company and developers or creators of the Recovery Pool smart contracts are not licensed by any regulator or other authority to provide any legal, financial, accounting, investment or other advice or services. You are advised to seek your own advice in this regard before interacting with Recovery Pool smart contracts.

8.1.

We may determine, in our sole discretion, that it is necessary to obtain certain information about you (e.g., identity, address, source of wealth) in order to comply with applicable laws or regulations in connection with your claim of allotted amounts from the Recovery Pool or to otherwise confirm you are an Eligible Person and not a Restricted Person. You shall provide to us such information promptly upon request, and you acknowledge that we may refuse to allow you to claim allotted amounts from the Recovery Pool until you provide such requested information and we have determined that it is permissible to allow you to do so under applicable law.

8.2.

You will provide to us, or to our nominee, immediately upon our request, information that we, in our sole discretion, deem to be required to maintain compliance with any federal, state, local, domestic, or foreign law, regulation, or policy, including any "Know Your Customer" ("KYC") requirements and policies. Such information may include a passport, driver's license, utility bill, photograph of you or government identification cards, and we, or our nominee, may keep a copy of such information for our records. Such information will be used by us, or our nominee, to confirm compliance with such federal, state, local, domestic or foreign laws, regulations, and policies before allotment of claim amounts from the Recovery Pool.

9.1.

You are responsible for determining what, if any, taxes apply to your claiming any amounts from the Recovery Pool, including, for example, sales, use, value added, and similar taxes. It is also your responsibility to withhold, collect, report, and remit the correct taxes to the appropriate tax authorities. We are not responsible for withholding, collecting, reporting, or remitting any sales, use, value added, or other tax arising from your holding or claiming of amounts from the Recovery Pool. You agree not to hold the Company or any of the Company Parties liable for any tax liability associated with or arising from claiming amounts from the Recovery Pool, or any other action or transaction related to the Website.

10.1.

11.1.

To the fullest extent permitted by applicable law, you will indemnify, defend, and hold harmless the Company and its parent companies, subsidiaries, and affiliates, and its and their respective past, present, and future employees, officers, directors, managers, contractors, consultants, equity holders, suppliers, vendors, service providers, agents, representatives, predecessors, successors and assigns (the "Company Parties"), on demand from and against all claims, demands, actions, damages, losses, costs, and expenses (including attorneys' fees, court costs, investigative costs, amounts paid in settlement, and other costs and expenses) that arise from or relate to: (i) your claim of amounts from the Recovery Pool and usage of the Website, (ii) the performance or non-performance of your responsibilities and obligations under these Terms, (iii) your violation of these Terms, or (iv) your violation of any rights of any other person or entity.

11.2.

The rights of the Company Parties under Clause 11.1 are in addition to, and not in lieu of, (i) any other indemnities set forth in any other written agreement between you and the Company, and (ii) any other remedies that may be available to the Company under applicable law or in equity.

11.3.

The Company reserves the right to exercise sole control over the defence, at your cost and expense, of any claim subject to indemnification under this Clause 11.

11.4.

Any of the Company's affiliate(s) or related entity(ies) or person(s) who is not a party to these Terms and who is granted rights pursuant to these Terms including, without limitation, this Clause 11 (each, a "Beneficiary") is an intended third-party beneficiary under these Terms (and the Company shall hold the benefit of such provisions on trust for each such persons). However, the parties to these Terms may rescind or vary these Terms (including, without limitation, any variation so as to extinguish or alter a third party's entitlement to enforce any provisions of these Terms) without the consent of any such third party.

12.1.

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW AND EXCEPT AS OTHERWISE SPECIFIED IN WRITING BY US, (i) CLAIM AMOUNTS FROM THE RECOVERY POOL ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS WITHOUT WARRANTIES OF ANY KIND, AND WE EXPRESSLY DISCLAIM ALL IMPLIED WARRANTIES AS TO CLAIM AMOUNTS FROM THE RECOVERY POOL; (ii) WE CANNOT AND DO NOT REPRESENT OR WARRANT THAT CLAIM AMOUNTS WILL MEET YOUR REQUIREMENTS; AND (iii) WE CANNOT AND DO NOT REPRESENT OR WARRANT THAT THE RECOVERY POOL SMART CONTRACTS ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.

12.2.

YOU UNDERSTAND THAT THE SOFTWARE AND SMART CONTRACTS UNDERLING THE RECOVERY POOL, ZKLEND PROTOCOL, AND OTHER CRYPTOCURRENCY ARE NEW AND UNTESTED TECHNOLOGIES OUTSIDE OF OUR CONTROL AND, THEREFORE, ADVERSE CHANGES IN MARKET FORCES, LAW, OR TECHNOLOGY WILL EXCUSE OUR PERFORMANCE UNDER THESE TERMS.

12.3.

TRANSACTIONS USING BLOCKCHAIN TECHNOLOGY, SUCH AS THOSE INVOLVING THE RECOVERY POOL, ARE AT RISK TO MULTIPLE POTENTIAL FAILURES, INCLUDING COMPUTER FAILURE, BLOCKCHAIN FAILURE OF ANY KIND, USER FAILURE, TOKEN THEFT, OTHER HACKING ACTIVITIES, AND TELECOMMUNICATIONS OR INTERNET FAILURE OR DISRUPTION. WE ARE NOT RESPONSIBLE FOR ANY LOSS OF DATA, TOKENS, OR OTHER CRYPTOCURRENCY, HARDWARE, OR SOFTWARE RESULTING FROM ANY TYPES OF FAILURES, THEFT, OR HACK.

12.4.

Some jurisdictions do not allow the exclusion of certain warranties or disclaimers of implied terms in contracts with consumers, so some or all of the exclusions of warranties and disclaimers in this Clause 12 may not apply to you.

13.1.

13.2.

Clauses 1 through 4, 6.3, and 8 through 19 shall survive the payment of claim amounts from the Recovery Pool, the Token Claim Period, and any termination of these Terms. Some jurisdictions do not allow the limitation or exclusion of liability for incidental or consequential damages. Accordingly, some of the limitations of this Clause 13 may not apply to you.

13.3.

YOU AGREE THAT, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, ANY CLAIM OR CAUSE OF ACTION ARISING OUT OF OR RELATING TO THE ZKLEND INCIDENT OR THE RECOVERY POOL OR THESE TERMS MUST BE FILED WITHIN ONE (1) YEAR AFTER THE END OF THE CLAIM PERIOD OR IT WILL BE FOREVER BARRED.

14.1.

To the fullest extent permitted by applicable law, you release the Company and the Company’s respective past, present, and future predecessors in interest, successors in interest, successors, predecessors, parent companies, subsidiaries, affiliates, employees, agents, representatives, insurers, heirs, devisees, executors, administrators, fiduciaries, trustees, conservators, officers, directors, members, managers, shareholders, attorneys, advisors, and assigns and each Company Party (collectively, the "Company Released Parties") from any and all past, present, or future claims, actions, causes of action, class actions, costs, demands, obligations, expenses, injuries, judgments, losses, suits, damages, fees, interest, expenses, compensation, class actions, or causes of action for declaratory or injunctive relief, restitution, compensatory, general, special, statutory, or punitive damages of any kind or nature whatsoever, whether known or unknown, foreseen or unforeseen, liquidated or unliquidated, anticipated or unanticipated, suspected or unsuspected, past, present, or future, direct or indirect, contingent or absolute, whether individual, collective, or representative, and whether based on tort, contract, or other theories of recovery, including, without limitation, reasonable attorneys’ fees and other costs of defense (each a "Claim" and collectively "Claims") arising out of, or in any way related to the zkLend Incident or your claiming of amounts from the Recovery Pool.

15.1.

Except for any controversies, disputes, demands, claims, causes of action, or suits, actions, or proceedings (collectively, "Disputes") in which either Party seeks injunctive or other equitable relief for the alleged unlawful use of intellectual property, including, without limitation, copyrights, trademarks, trade names, logos, trade secrets or patents, or any other disputes or claims that for any reason do not fall within the agreement to arbitrate set forth in this Clause 15 (all of the foregoing for which the Parties shall submit to the personal and exclusive jurisdiction of Panama), you (i) waive your rights to have any and all Disputes arising out of or in any way related to these Terms or amounts claimed from the Recovery Pool resolved in a court, and (ii) waive your rights to a jury trial. Instead, you shall arbitrate all Disputes between you and any Company Party (including, without limitation, all Disputes concerning the interpretation and scope of this Clause 15, the arbitrability of the controversy, dispute, demand, claim, or cause of action, or any related or prior agreement that you may have or have had with us) through binding and confidential arbitration (which is the referral of a Dispute to one or more persons charged with reviewing the Dispute and making a final and binding determination to resolve it instead of having the Dispute decided by a judge or jury in court).

15.2.

Any Dispute arising out of or related to these Terms is personal to you and the Company and will be resolved solely through individual arbitration and will not be brought as a class arbitration, class action, or any other type of representative proceeding. There will be no class arbitration or arbitration in which an individual attempts to resolve a Dispute as a representative of another individual or group of individuals. Further, a Dispute cannot be brought as a class or other type of representative section, whether within or outside of arbitration, or on behalf of any other individual or group of individuals.

15.3.

To seek arbitration, you must first send to us, by email, a written Notice of Dispute ("Notice") to [[email protected]]. (our "Notice Address"). Notice to you shall be by email to the then-current email address associated with your Account. The Notice you send must (i) describe the nature and basis of the Dispute and (ii) set forth the specific relief sought. If we and you do not resolve the Dispute within sixty (60) calendar days after the Notice is received, you or we may commence an arbitration proceeding. During the arbitration, the amount of any settlement offer made by us or you shall not be disclosed to the arbitrator until after the arbitrator determines the amount, if any, to which you or we are entitled. As used in this Clause 15, "we" and "us" includes, without limitation, any third party providing any product, service, or benefit in connection with the Recovery Pool if such third party is named as a co-party with us in any Dispute subject to this Clause 15.

15.4.

The seat of the arbitration shall be the British Virgin Islands. The language of the arbitration will be English. The arbitration will be conducted before one commercial arbitrator from the International Chamber of Commerce ("ICC") with substantial experience in resolving commercial contract disputes. As modified by these Terms, and unless otherwise agreed upon by the Parties in writing, the arbitration will be governed by the International Chamber of Commerce Rules of Arbitration (collectively, the "Rules and Procedures"). By agreeing to be bound by these Terms, you either (i) acknowledge and agree that you have read and understand the Rules and Procedures, or (ii) waive your opportunity to read the Rules and Procedures and any claim that the Rules and Procedures are unfair or should not apply for any reason. Where no claims or counterclaims involved in the Dispute exceed USD50,000, the Dispute will be resolved by the submission of documents without a hearing, unless a hearing is requested by a Party or deemed to be necessary by the arbitrator, in which case, a Party may elect to participate telephonically.

15.5.

You should review this Clause 15 carefully. To the extent permitted by applicable law, you are GIVING UP YOUR RIGHT TO GO TO COURT to assert or defend your rights EXCEPT for matters that you file in small claims court in the state or municipality of your residence within the jurisdictional limits of the small claims court and as long as such matter is pending only in that court. Additionally, notwithstanding this agreement to arbitrate, claims of defamation and claims of infringement or misappropriation of the other Party's patent, copyright, trademark, trade secret, or other intellectual property rights shall not be subject to this arbitration agreement. Such claims shall be exclusively brought in a court located in Panama. Additionally, notwithstanding this agreement to arbitrate, you or us may seek emergency equitable relief before a court located in Panama in order to maintain the status quo pending arbitration and you shall submit to the exclusive personal jurisdiction of the courts located within Panama for such purpose. A request for interim measures shall not be deemed to be a waiver of the right to arbitrate.

15.6.

Your rights will be determined by a NEUTRAL ARBITRATOR and NOT a judge or jury. You are entitled to a FAIR HEARING, BUT the arbitration procedures may be SIMPLER AND MORE LIMITED THAN RULES APPLICABLE IN COURT. Arbitrators' decisions are as enforceable as any court order and are subject to VERY LIMITED REVIEW BY A COURT.

15.7.

You and we must abide by the following rules: (i) ANY CLAIMS BROUGHT BY YOU OR US MUST BE BROUGHT IN THE PARTY'S INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING; (ii) THE ARBITRATOR MAY NOT CONSOLIDATE MORE THAN ONE PERSON'S CLAIMS, MAY NOT OTHERWISE PRESIDE OVER ANY FORM OF A REPRESENTATIVE OR CLASS PROCEEDING, AND MAY NOT AWARD CLASS-WIDE RELIEF; (iii) the arbitrator will honor claims of privilege and privacy recognised at law; (iv) the arbitration will be confidential, and neither you nor we may disclose the existence, content, or results of any arbitration, except as may be required by applicable law or for purposes of enforcement of the arbitration award; (v) subject to the limitation of liability provisions of these Terms, the arbitrator may award any individual relief or individual remedies that are expressly permitted by applicable law; and (vi) you and we will pay our respective attorneys' fees and expenses, unless there is a statutory provision that requires the prevailing party to be paid its fees and litigation expenses and the arbitrator awards such attorneys' fees and expenses to the prevailing party, and, in such instance, the fees and costs awarded will be determined by the applicable law. Payment of all filing, administration, and arbitrator fees (collectively, the "Arbitration Fees") will be governed by the Rules and Procedures, unless otherwise provided in this Arbitration Agreement. Any payment of attorneys' fees will be governed by the Rules and Procedures.

15.8.

All aspects of the arbitration proceeding, and any ruling, decision or award by the arbitrator, will be strictly confidential for the benefit of you and us.

15.9.

This Clause 15 will survive the payment of claim amounts from the Recovery Pool and any termination of these Terms as well as any voluntary payment of any debt in full by you or any bankruptcy by you or us. With the exception of sub-sections (i) and (ii) of Clause 15.7 (prohibiting arbitration on a class or collective basis), if any part of this arbitration provision is deemed to be invalid, unenforceable, or illegal, or otherwise conflicts with the Rules and Procedures, then the balance of this arbitration provision will remain in effect and will be construed in accordance with its terms as if the invalid, unenforceable, illegal, or conflicting part was not contained in these Terms. If, however, either sub-sections (i) or (ii) of Clause 15.7 is found to be invalid, unenforceable, or illegal, then the entirety of this arbitration provision will be null and void, and neither you nor we will be entitled to arbitration. If for any reason a claim proceeds in court rather than in arbitration, the dispute shall be exclusively brought in a court located in Panama.

16.1.

These Terms will be governed by, and construed and enforced in accordance with, the laws of Panama, without regard to conflict of law rules or principles (whether of Panama or any other jurisdiction) that would cause the application of the laws of any other jurisdiction.

16.2.

Any Dispute between the Parties arising out of or relating to these Terms (including non-contractual Disputes of claims) will be resolved in accordance with Clause 15.

17.1.

If a court of competent jurisdiction holds any provision of these Terms to be invalid or unenforceable, the remaining provisions of these Terms will remain in full force and effect. The Parties intend that any invalid or unenforceable provisions will be interpreted to effect the intent of the original provisions. If such construction is not possible, the invalid or unenforceable provision will be severed from these Terms, but the rest of these Terms will remain in full force and effect.

18.1.

These Terms and/or the any Terms and Policies applicable with respect to claims from the Recovery Pool may be modified by us at any time by posting a revised version on the Website, other channel we make available, or, only if you have provided us with an email address, by email. The modified provisions will become effective upon posting or on the date indicated in the posting or, if we notify you by email, as stated in the email. It is your responsibility to check the Website and other channels regularly for modifications. Your claim of amounts from the Recovery Pool after any modification becomes effective constitutes your acceptance of the modification. We last modified these Terms on the date listed at the beginning of these Terms.

19.1.

You may use Company Confidential Information (as defined below) provided to you only in connection with your claim from the Recovery Pool and pursuant to these Terms. You will not disclose Company Confidential Information during or after the Claim Period. You will use best efforts to avoid disclosure, dissemination, or unauthorised use of Company Confidential Information, including, at a minimum, taking those measures you take to protect your own confidential information of a similar nature. You will not issue any press release or make any other public communication with respect to these Terms or your claim of any amounts from the Recovery Pool. You will not misrepresent or embellish the relationship between us and you (including by expressing or implying that we support, sponsor, endorse, or contribute to you or your business endeavours), or express or imply any relationship or affiliation between us and you or any other person. For the purpose of these Terms: "Company Confidential Information" means all non-public information disclosed by any Company Party, their respective business partners, and their respective employees, contractors, or agents that is designated as confidential or that, given the nature of the information or circumstances surrounding its disclosure, reasonably should be understood to be confidential. Company Confidential Information includes, without limitation: (A) non-public information relating to any Company Party or their respective business partners' technology, customers, business plans, promotional and marketing activities, finances, and other business affairs; (B) third-party information that we are obligated to keep confidential; and (C) the nature, content, and existence of any discussions or negotiations between you and any Company Party; and Company Confidential Information does not include any information that: (A) is or becomes publicly available without breach of these Terms; (B) you can show conclusively by documentation to have been known to you at the time of your receipt from any Company Party; (C) you can show conclusively by documentation to have been received by you from a third party who did not acquire, use, or disclose the same by a wrongful or tortious act; or (D) you can show conclusively by documentation to have been independently developed by you without reference to any Company Confidential Information.

19.2.

You agree not to disparage the Company, its directors, shareholders, employees, servants, contractors, or agents in any manner or otherwise make any false, misleading or negative statements to any party in respect of the Recovery Pool or the claim of any allotted amounts, zkLend protocol or about the management of the zkLend protocol or products, services, members, managers, or employees of the Company.

19.3.

The illegality, invalidity or unenforceability of any provision of these Terms under the law of any jurisdiction shall not affect its legality, validity or enforceability under the law of any other jurisdiction nor the legality, validity or enforceability of any other provision.

19.4.

None of the Company Parties will be liable for any delay or failure to perform any obligation under these Terms where the delay or failure results from any force, event, or condition outside of its control, including but not limited to acts of God, labor disputes or other industrial disturbances, electrical, telecommunications, hardware, software or other utility failures, earthquake, storms, or other elements of nature, blockages, embargoes, riots, acts or orders of government, acts of terrorism, war, changes in blockchain technology, and changes in third party blockchain protocols.

19.5.

We and you are independent contractors, and neither Party, nor any of their respective affiliates, is an agent of the other for any purpose or has the authority to bind the other.

19.6.

These Terms do not create any third party beneficiary rights in any person except for any Beneficiary or any of our affiliates or licensors or other Company Parties as provided in these Terms.

19.7.

In connection with these Terms, you will comply with all applicable laws, regulations, guidance and programs, and country or individual-specific economic sanctions programs implemented by OFAC or any equivalent applicable regimes.

19.8.

19.9.

You will not assign these Terms, or delegate or sublicense any of your rights under these Terms, without our prior written consent. Any assignment or transfer in violation of this Clause 19.9, or transfer of claims to the Recovery Pool, will be void. We may assign these Terms or any of its provisions without your consent. Subject to the foregoing, these Terms will be binding upon, and inure to the benefit of, the parties and their respective successors and permitted assigns.

19.10.

The failure by us to enforce any provision of these Terms will not constitute a present or future waiver of such provision, and will not limit our right to enforce such provision at a later time. All waivers by us must be in writing to be effective.

19.11.

These Terms (including the web links and other agreements and instruments referred to in these Terms) with respect to your claim of amounts from the Recovery Pool constitute the entire agreement among the parties and supersede all prior agreements and understandings, both written and oral, among the parties with respect to the subject matter hereof and thereof.