1. AGREEMENT TO TERMS

1.1 Binding Contract

These Terms of Use ("Terms," "Agreement") constitute a legally binding agreement between you ("User," "you," "your") and Zimo Protocol Labs, a company incorporated in Nigeria ("Zimo Clan," "we," "us," "our"), governing your access to and use of:

• The website at https://zimoclan.com (the "Website")
• The Heraja Farm Intelligence App (the "App")
• The Zimo Protocol smart contracts on the Solana blockchain (the "Protocol")
• All related services, features, content, and applications (collectively, the "Services")

1.2 Acceptance

BY ACCESSING OR USING THE SERVICES, YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTOOD, AND AGREE TO BE BOUND BY THESE TERMS. If you do not agree to these Terms, you must immediately cease all use of the Services.

1.3 Eligibility

You represent and warrant that you:

• Are at least 18 years of age (or the legal age of majority in your jurisdiction)
• Have the legal capacity to enter into a binding contract
• Are not located in, under the control of, or a national or resident of any sanctioned country (as defined by the United Nations, OFAC, or EU)
• Are not listed on any sanctions list (OFAC SDN, UN Consolidated List, EU Consolidated List)
• Are not using the Services for any illegal purpose

1.4 Age Restriction

The Services are strictly for individuals 18 years or older. We do not knowingly permit minors to use the Services. If we discover a minor has accessed the Services, we will terminate the account and delete associated data.

2. DEFINITIONS

3. SERVICES DESCRIPTION

3.1 Overview

Zimo Clan operates a decentralized agricultural finance protocol that:

• Connects Partner Farms with production capital
• Enables Digital Farmers to deploy capital into tokenized agricultural production
• Facilitates wholesale agricultural commerce via Heraja Marketplace
• Provides AI-powered farm intelligence through the Heraja App
• Issues and manages the $ZIMO utility token

3.2 Non-Custodial Nature

Zimo Clan is a non-custodial protocol. We do NOT:

• Hold your private keys or seed phrases
• Control your wallet or funds
• Act as a bank, broker, or financial intermediary
• Guarantee returns or investment performance

You maintain sole control of your wallet and are solely responsible for securing your private keys, all transactions, and verifying transaction details before signing.

3.3 No Financial Advice

Nothing in the Services constitutes financial, investment, legal, or tax advice. All information provided is for informational purposes only. You should consult qualified professionals before making financial decisions.

3.4 No Guarantees

We do not guarantee:

• Any specific return on investment
• The value of $ZIMO tokens
• The success of any Partner Farm or Production Pool
• The availability, accuracy, or timeliness of any data
• The uninterrupted or error-free operation of the Services

4. ACCOUNT REGISTRATION AND KYC

4.1 Account Creation

To access certain Services, you must:

• Connect a compatible Solana wallet
• Complete identity verification (KYC) as required by your tier
• Provide accurate, current, and complete information
• Maintain and promptly update your information

4.2 KYC Requirements

Tier 1 (Basic — Digital Farmers):

• Government-issued ID
• Liveness verification (selfie)
• Contact information
• Annual transaction limit: $10,000 equivalent

Tier 2 (Enhanced — Digital Farmers):

• All Tier 1 requirements
• Proof of address
• Source of funds declaration
• Annual transaction limit: $100,000 equivalent

Tier 3 (Partner Farms):

• Full KYC as above
• Business registration verification
• Physical farm inspection
• LGA certification
• Ongoing monitoring

4.3 Account Security

You are responsible for:

• Maintaining the confidentiality of your wallet credentials
• All activities that occur under your wallet address
• Notifying us immediately of any unauthorized use
• Using hardware wallets for significant holdings
• Enabling all available security features

4.4 Account Suspension and Termination

We may suspend or terminate your access if you:

• Violate these Terms
• Provide false or misleading information
• Engage in fraudulent, abusive, or illegal activity
• Are subject to sanctions or regulatory action
• Fail to complete required KYC
• Pose a security risk to the Protocol or other users

5. PARTNER FARM TERMS

5.1 Application and Verification

To become a Partner Farm, you must:

• Submit a complete application with accurate information
• Pay the verification fee (₦5,000 or equivalent)
• Pass field verification with a score of 70 or higher
• Comply with all onboarding requirements
• Accept the Partner Farm Agreement

5.2 Representations and Warranties

As a Partner Farm, you represent and warrant that:

• You have legal right to use the farm land (owned or valid lease)
• Your farm meets minimum size and infrastructure requirements
• You will operate in compliance with all applicable laws
• You will submit accurate daily reports
• You will use provided capital solely for agricultural production
• You will not commingle Zimo-provided inputs with non-Zimo operations without disclosure

5.3 Operational Obligations

You agree to:

• Submit daily reports through the Heraja App (minimum 90% compliance)
• Follow AI recommendations and vet advice in good faith
• Maintain farm infrastructure in working condition
• Notify us within 24 hours of any significant events (disease, theft, natural disaster)
• Allow field agent inspections (scheduled and unannounced)
• Sell produce through Heraja Marketplace unless otherwise approved

5.4 Capital and Profit Sharing

• Capital provided is for production purposes only, not personal use
• Profit sharing is as specified in your Partner Farm Agreement (typically 50–60% to farmer)
• You are responsible for taxes on your share of profits
• Advances taken during the cycle are deducted from final payout
• Equipment provided remains Zimo property unless transferred per agreement

5.5 Termination by Farmer

You may terminate your participation:

• After completing the current production cycle
• With 30 days written notice
• By settling all outstanding advances and obligations
• By returning Zimo-owned equipment (if applicable)

There are no exit penalties for voluntary termination.

6. DIGITAL FARMER TERMS

6.1 Investment Risk Acknowledgment

YOU EXPRESSLY ACKNOWLEDGE AND AGREE THAT:

• Investments in Production Pools are speculative and involve significant risk
• You may lose all or part of your investment
• Returns are not guaranteed and vary based on real-world agricultural outcomes
• Past performance of any pool does not guarantee future results
• $ZIMO token value is volatile and may decline to zero

6.2 Pool Participation

By deploying capital to a Production Pool, you:

• Accept the lock period specified for that pool
• Understand that early withdrawal is generally not possible
• Acknowledge that returns depend on farm performance, market prices, and protocol fees
• Accept that pool diversification does not eliminate all risk
• Agree that ZOU calculations and emission rates are governed by protocol parameters

6.3 No Recourse

You understand that:

• Zimo Clan is not liable for losses from farm failures, market downturns, or smart contract bugs
• The insurance fund provides limited protection, not full coverage
• Your sole recourse for disputes is through the Protocol's governance mechanism
• Blockchain transactions are irreversible

6.4 Staking and Governance

If you stake $ZIMO or participate in governance:

• Staked tokens may be subject to lock periods and early withdrawal penalties
• Governance votes are weighted by stake amount (token-weighted voting)
• You are responsible for understanding proposals before voting
• Governance decisions are binding on all participants

7. TOKEN TERMS ($ZIMO)

7.1 Token Nature

$ZIMO is a utility token, not:

• A security, share, or equity interest in Zimo Protocol Labs
• A currency or legal tender
• A commodity or derivative
• An investment contract

7.2 Token Utility

$ZIMO is used exclusively for:

• Accessing Production Pools and deploying capital
• Paying fees on Heraja Marketplace
• Accessing infrastructure services (storage, logistics)
• Staking for rewards and governance rights
• Purchasing premium services (AI insights, vet consultations)

7.3 No Guarantee of Value

We make no representations regarding the future value of $ZIMO, the liquidity of $ZIMO markets, the availability of $ZIMO on any exchange, or the success or adoption of the Protocol.

7.4 Token Acquisition Restrictions

You may not acquire $ZIMO if:

• You are in a jurisdiction where such acquisition is prohibited
• You are a resident of the United States (unless accredited investor)
• You are subject to sanctions or regulatory restrictions
• The acquisition would violate any applicable law

8. HERAJA MARKETPLACE TERMS

8.1 Marketplace Nature

Heraja Marketplace is a decentralized wholesale exchange connecting agricultural buyers and sellers. We do NOT:

• Take possession of goods
• Guarantee product quality (though we verify and grade)
• Set prices (prices are market-determined or negotiated)
• Act as an agent for either party

8.2 Seller Obligations

Sellers (Partner Farms) agree to:

• List accurate product descriptions, quantities, and grades
• Deliver products matching the listed specifications
• Deliver within agreed timeframes
• Comply with all food safety and agricultural regulations
• Accept returns for verified quality disputes

8.3 Buyer Obligations

Buyers agree to:

• Pay agreed prices within specified timeframes
• Accept delivery at agreed locations
• Inspect goods upon receipt and report discrepancies within 24 hours
• Comply with all applicable import, food safety, and business regulations

8.4 Escrow and Settlement

• Payments are held in smart contract escrow until delivery confirmation
• Disputes resolved through Protocol governance or designated arbitrators
• Fees are deducted automatically per the Protocol fee schedule

8.5 Prohibited Goods

The following may NOT be listed on Heraja Marketplace:

• Illegal agricultural products (protected species, unapproved GMOs)
• Counterfeit or misrepresented goods
• Stolen property
• Goods violating export/import restrictions
• Any item prohibited by applicable law

9. INTELLECTUAL PROPERTY

9.1 Our Intellectual Property

All content, features, and functionality of the Services are owned by Zimo Protocol Labs and protected by copyright, trademark, patent, and trade secret laws. This includes website design, the Heraja App, smart contracts (open source under specified licenses), AI models and algorithms (proprietary), and all brand assets.

9.2 Limited License

We grant you a limited, non-exclusive, non-transferable, revocable license to access and use the Services for personal, non-commercial purposes.

You may NOT:

• Copy, modify, or create derivative works of our content
• Use our trademarks without written permission
• Reverse engineer our software or smart contracts
• Scrape, data mine, or systematically extract content
• Use our content for commercial purposes without license

9.3 Open Source Software

Certain Protocol components are open source under the MIT License or Apache 2.0 License (smart contract code available on GitHub). Proprietary components such as AI models and brand assets are not open source.

10. PROHIBITED ACTIVITIES

10.1 Strictly Prohibited

Fraud and Abuse:

• Submit false information during KYC or farm verification
• Create multiple accounts to circumvent limits
• Manipulate farm data, ZOU calculations, or emission rates
• Engage in wash trading or market manipulation
• Exploit smart contract bugs for personal gain

Security Violations:

• Attempt to gain unauthorized access to systems or accounts
• Introduce malware, viruses, or harmful code
• Conduct denial-of-service attacks
• Intercept or monitor communications without authorization

Legal Violations:

• Use Services for money laundering, terrorist financing, or sanctions evasion
• Trade in prohibited goods or services
• Violate any applicable law or regulation
• Infringe intellectual property rights

10.2 Consequences

Violation may result in:

• Immediate account suspension or termination
• Forfeiture of staked tokens or pool positions (via governance)
• Reporting to law enforcement or regulatory authorities
• Civil legal action for damages
• Permanent ban from the Protocol

11. DISCLAIMER OF WARRANTIES

THE SERVICES ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED.

To the maximum extent permitted by law, we disclaim all warranties including performance warranties (uninterrupted operation, correction of defects), content warranties (accuracy of information, reliability of AI recommendations), security warranties (absolute data security), and third-party warranties.

Information provided through the Services does NOT constitute financial, investment, legal, or tax advice. Consult qualified professionals for advice tailored to your situation.

12. LIMITATION OF LIABILITY

12.1 Exclusion of Damages

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, ZIMO PROTOCOL LABS AND ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, AND AFFILIATES SHALL NOT BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO LOST PROFITS, LOST DATA, OR AGRICULTURAL LOSSES.

12.2 Liability Cap

OUR TOTAL CUMULATIVE LIABILITY SHALL NOT EXCEED THE GREATER OF $100 USD OR THE TOTAL AMOUNT YOU PAID TO ZIMO PROTOCOL LABS IN THE 12 MONTHS PRECEDING THE CLAIM.

12.3 Assumption of Risk

YOU EXPRESSLY ASSUME ALL RISKS ASSOCIATED WITH CRYPTOCURRENCY VOLATILITY, SMART CONTRACT RISKS, AGRICULTURAL PRODUCTION RISKS, AND TECHNOLOGICAL RISKS.

13. INDEMNIFICATION

You agree to indemnify, defend, and hold harmless Zimo Protocol Labs and its affiliates from and against any and all claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys' fees) arising from your use of the Services, your violation of these Terms, or your violation of any applicable law or third-party right.

14. DISPUTE RESOLUTION

14.1 Informal Resolution

Before initiating formal proceedings, contact us at disputes@zimoclan.com with a detailed description of the dispute and allow 30 days for good-faith negotiation.

14.2 Binding Arbitration

If informal resolution fails, disputes shall be resolved by binding arbitration administered by the Lagos Court of Arbitration (LCA):

• Seat: Lagos, Nigeria
• Language: English
• Number of Arbitrators: One (1) for claims under $100,000; Three (3) for claims above
• Governing Law: Laws of the Federal Republic of Nigeria
• Confidentiality: Proceedings and awards are confidential

YOU WAIVE ANY RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE IN A CLASS ACTION.

14.3 Class Action Waiver

YOU AGREE THAT ANY PROCEEDINGS WILL BE CONDUCTED ONLY ON AN INDIVIDUAL BASIS AND NOT IN A CLASS, CONSOLIDATED, OR REPRESENTATIVE ACTION.

14.4 Time Limitation

You must bring any claim within one (1) year after the cause of action arises, or it is permanently barred.

15. GOVERNING LAW AND JURISDICTION

These Terms shall be governed by the laws of the Federal Republic of Nigeria. For matters not subject to arbitration, exclusive jurisdiction lies with the Federal High Court of Nigeria, Lagos Division.

Users are responsible for complying with laws in their jurisdiction of residence, including tax reporting, foreign exchange controls, and cryptocurrency regulations.

16. MODIFICATIONS TO TERMS

We reserve the right to modify these Terms at any time:

• Material changes: 30 days advance notice via email and website banner
• Non-material changes: Updated effective date at top of Terms
• Emergency changes: Immediate effect for security or legal compliance

Continued use after changes constitutes acceptance of the revised Terms.

17. TERMINATION

You may terminate your use at any time by closing your account, withdrawing all funds, and ceasing all Protocol interactions. We may suspend or terminate your access immediately for violations of Section 10, or with 30 days notice for any other reason. Upon termination, on-chain assets remain under your control, and Sections 9, 11, 12, 13, 14, and 15 survive termination.

18. GENERAL PROVISIONS

• Entire Agreement: These Terms, together with the Privacy Policy and referenced policies, constitute the entire agreement between you and Zimo Protocol Labs.
• Severability: If any provision is found invalid, the remaining provisions remain in full force.
• Waiver: Our failure to enforce any right does not constitute a waiver.
• Assignment: You may not assign these Terms without our written consent. We may assign without restriction.
• Force Majeure: We are not liable for failures due to events beyond our reasonable control.
• Language: These Terms are drafted in English. The English version prevails in case of conflict with any translation.

19. CONTACT INFORMATION

• Legal Department: legal@zimoclan.com — Zimo Protocol Labs, Lagos, Nigeria
• General Inquiries: support@zimoclan.com | +234 912 979 9393
• For Disputes: disputes@zimoclan.com

20. ACKNOWLEDGMENT

BY USING THE SERVICES, YOU ACKNOWLEDGE THAT:

• You have read, understood, and agree to these Terms
• You are at least 18 years old and have legal capacity
• You understand the risks of cryptocurrency and blockchain technology
• You understand that agricultural investments carry inherent risks
• You are not relying on any representation not expressly made in these Terms
• You will comply with all applicable laws and regulations