Last Updated: 3 February 2025
ZERO TO ONE
These terms of use, together with any documents and additional terms they expressly incorporate by reference, which includes any other terms and conditions or other agreement that Zero to One ("021," "we," "us" and "our"), a Cayman Islands exempted company with limited liability, posts publicly or makes available to you or the company or other legal entity you represent ("you" or "your") (collectively, these "Terms of Use"), are entered into between 021 and you concerning your use of, and access to, 021's websites and forums, including https://www.021.xyz/ and any communication platforms, venues or software in connection with us (the "Forum"); web applications; mobile applications; and all associated sites linked thereto by 021 or its affiliates (collectively with any materials and services available therein, and successor website(s) or application(s) thereto, the "Site").
021 maintains the Site as a portal for information, news and updates in connection with 021's various third-party Web3 venture businesses that have partnered with 021 (each an "Ecosystem Partner") to be featured on the Site (collectively, the "021 Ecosystem"). Subject to availability, eligibility and any further terms and conditions set by us or by any Ecosystem Partner, a user of the 021 Ecosystem that has acquired soulbound non-fungible tokens from 021 known as Tickets ("Tickets") may be able to redeem those Tickets for cryptographic tokens being issued by one or more Ecosystem Partners. Details of such opportunities will be made available through the 021 Ecosystem from time to time.
The Tickets are being sold by 021 for a fixed price of US $10,000 each and are constituted as soulbound (i.e. non-transferable to third parties) non-fungible tokens. A summary of the Tickets and their potential benefits and features is available at Annexure A hereto. The Tickets Sale Terms and Conditions are available at Annexure B hereto.
021 is based in the Cayman Islands. We make no claims that the Site or any of its content is accessible or appropriate outside of the Cayman Islands. Access to the Site may not be legal by certain persons or in certain countries. If you access the Site from outside the Cayman Islands, you do so on your own initiative and are responsible for compliance with local laws.
Please read these Terms of Use carefully, as these Terms govern your use, rights and obligations as well as our disclaimers and limitations of legal liability in respect of the Site, including, without limitation, (a) any user interface operated by 021 that facilitates access to the Site and/or the 021 Ecosystem, and (b) the forum related to governance of the Site and/or the 021 Ecosystem (such services, collectively, the "Services"). If you do not agree to these Terms of Use, then you must not access or use the Site or the Services.
By clicking "I agree" (or a similar language) to these Terms of Use, acknowledging these Terms by other means, or otherwise accessing or using the Site or the Services, you accept and agree to be bound by and to comply with these Terms of Use. If you do not agree to these Terms of Use, then you must not access or use the Site or the Services.
These Terms of Use do not govern any activity in which you may engage involving cryptocurrencies and other blockchain-based assets (collectively, "Digital Assets") or otherwise outside of the Site, including any transactions in which you may engage using the 021 Ecosystem or any unaffiliated platforms or websites. We disclaim any and all liability as well as warranty in this regard.
1. Modifications to These Terms of Use
We reserve the right, in our sole discretion, to modify these Terms of Use from time to time at our sole discretion. If we make changes, we will provide you with notice of such changes, such as by providing notice through the Services or updating the "Last Updated" date at the top of these Terms of Use. It's important that you review the Terms of Use whenever we update them or you use the Site and/or access the Services. Unless we state otherwise in our notice, all such modifications are effective immediately, and your continued use of the Site and the Services after we provide that notice will confirm your acceptance of the changes. If you do not agree to the amended Terms of Use, then you must stop using the Site and the Services. We may change or discontinue all or any part of the Site and/or the Services, at any time and without notice, at our sole discretion.
2. Acknowledgements
You acknowledge and agree that:
the 021 Ecosystem is designed to allow you to explore and investigate Ecosystem Partners;
while we perform our own assessment of each Ecosystem Partner, you are responsible to perform your own research and make your own assessment of the suitability of any investment in any such Ecosystem Partner;
acquiring cryptographic tokens from Ecosystem Partners involves significant risks, including market volatility, regulatory uncertainty, and the potential for total loss of value. The information provided by any source should not be considered as financial advice or a guarantee of returns. We strongly advise you to: Conduct Thorough Research: Review the project's whitepaper, roadmap, and team credentials. Understand the use case, tokenomics, and technological framework. Assess community engagement and market sentiment.
Evaluate Risks: Be aware of security risks, such as scams and phishing attempts. Understand legal and regulatory implications in your jurisdiction.
Seek Professional Advice: Consult with licensed financial, tax, and legal advisors when making any decision to acquire cryptographic tokens from Ecosystem Partners.
Avoid Hype-Driven Decisions: Base your decisions on facts, data, and comprehensive research rather than social media trends or rumors.
021 shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with the use of the 021 Ecosystem and/or any investment you make into any Ecosystem Partner;
021 is not involved or in any way responsible for the business and operations of any Ecosystem Partner;
Your acquisition of cryptographic tokens from an Ecosystem Partner is a transaction between you and them and we are not a broker, dealer or intermediary in any such transaction;
021 is not obliged to provide, support, operate, maintain or develop the Site and/or the Services;
We reserve the right to cooperate with any law enforcement, court or government investigation or order or third party requesting or directing that we disclose information or content or information that you provide.
3. Use of Services
As a condition to accessing or using the Services or the Site, you represent and warrant to 021 the following:
if you are entering into these Terms of Use as an individual, then you are of legal age in the jurisdiction in which you reside and you have the legal capacity to enter into these Terms of Use and be bound by them;
if you are entering into these Terms of Use as an entity, then you must have the legal authority to accept these Terms of Use on that entity's behalf, in which case "you" (except as used in this paragraph) will mean that entity;
you are not a resident, national, or agent of Cuba, Democratic People's Republic of North Korea, Islamic Republic of Iran, Libya, People's Republic of China, South Sudan, Sudan (North), Syria, The Crimea, or any other country to which the United States, the United Kingdom or the European Union embargoes goods or imposes similar sanctions (collectively, "Restricted Territories");
you are not a member of any sanctions list or equivalent maintained by the United States government, the United Kingdom government, the European Union, or the United Nations (collectively, "Sanctions Lists Persons");
you do not intend to transact with any Restricted Person or Sanctions List Person;
you do not, and will not, use VPN software or any other privacy or anonymization tools or techniques to circumvent, or attempt to circumvent, any restrictions that apply to use or access of the Site or the Services; and
your use of or access to the Services is not (a) prohibited by and does not otherwise violate or assist you to violate any domestic or foreign law, rule, statute, regulation, by-law, order, protocol, code, decree, or another directive, requirement, or guideline, published or in force that applies to or is otherwise intended to govern or regulate any person, property, transaction, activity, event or other matter, including any rule, order, judgement, directive or other requirement or guideline issued by any domestic or foreign federal, provincial or state, municipal, local or other governmental, regulatory, judicial or administrative authority having jurisdiction over 021, you, the Site or the Services, or as otherwise duly enacted, enforceable by law, the common law or equity (collectively, "Applicable Laws"); or (b) contribute to or facilitate any illegal activity.
As a condition to accessing or using the Services or the Site, you acknowledge, understand, and agree to the following:
from time to time the Site and the Services may be inaccessible or inoperable for any reason, including, without limitation: (a) equipment malfunctions; (b) periodic maintenance procedures or repairs that 021 or any of its suppliers or contractors may undertake from time to time; (c) causes beyond 021's control or that 021 could not reasonably foresee; (d) disruptions and temporary or permanent unavailability of underlying blockchain infrastructure; or (e) unavailability of third-party service providers or external partners for any reason;
we reserve the right to disable or modify access to the Site and the Services at any time in the event of any breach of these Terms of Use, including, without limitation, if we reasonably believe any of your representations and warranties may be untrue or inaccurate, and we will not be liable to you for any losses or damages you may suffer as a result of or in connection with the Site or the Services being inaccessible to you at any time or for any reason;
the Site and the Services may evolve, which means 021 may apply changes, replace, or discontinue (temporarily or permanently) the Site or/or the Services at any time in its sole discretion;
the information provided on the Site does not represent an offer, a solicitation of an offer, or any advice regarding, or recommendation to enter into, a transaction with 021;
021 does not act as an agent for you or any other user of the Site or the Services;
you are solely responsible for your use of and access to the Site and the Services;
to the fullest extent permitted by Applicable Law, we owe no fiduciary duties or liabilities to you or any other party, and that to the extent any such duties or liabilities may exist at law or in equity, you hereby irrevocably disclaim, waive, and eliminate those duties and liabilities to the maximum extent permitted by Applicable Law;
you are solely responsible for reporting and paying any taxes incurred in connection with your use of the Site and/or the Services; and
we have no control over, or liability for, the delivery, quality, safety, legality, or any other aspect of any Digital Assets that you may transfer to or from a third party, and we are not responsible for ensuring that an entity with whom you transact completes the transaction or is authorized to do so (or repays any amounts it may be required to repay to you), and if you experience a problem with any transactions in Digital Assets using the Site and/or Services, then you bear the entire risk.
As a condition to accessing or using the Services or the Site, you covenant to 021 the following:
you will obey all Applicable Laws in connection with using the Site and/or Services, and you will not use the Site or the Services if the laws of your country, or any other Applicable Law, prohibit you from doing so;
any Digital Assets you use in connection with the Site and/or Services (if any) are either owned by you or you are validly authorized to carry out actions using such Digital Assets; and
in addition to complying with all restrictions, prohibitions, and other provisions of these Terms of Use, you will (a) ensure that, at all times, all information that you provide on the Site and during your use of the Services is current, complete, and accurate; and (b) you maintain the security and confidentiality of your private keys associated with your blockchain address(es), password(s), API key(s) and other related credentials.
The Service provides access to services, sites, technology, applications and resources that are provided or otherwise made available by third parties (the "Third-Party Services"). Your access and use of the Third-Party Services may also be subject to additional terms and conditions, privacy policies, or other agreements with such third party. 021 has no control over and is not responsible for such Third-Party Services, including for the accuracy, availability, reliability, or completeness of information shared by or available through Third-Party Services, or on the privacy practices of Third-Party Services. We encourage you to review the privacy policies of the third parties providing Third-Party Services prior to using such services. You, and not 021, will be responsible for any and all costs and charges associated with your use of any Third-Party Services. The integration or inclusion of such Third-Party Services does not imply an endorsement or recommendation. Any dealings you have with third parties while using the Service are between you and the third party. 021 will not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with use of or reliance on any Third-Party Services.
4. Network Fees
In connection with your use of the Site and/or Services, you are required to pay all fees necessary for interacting with any relevant blockchain, including "gas" costs for the use of any such blockchain.
5. No Professional Advice or Fiduciary Duties
All information provided in connection with your access and use of the Site and the Services is for informational purposes only and should not be construed as professional advice. You should not take, or refrain from taking, any action based on any information contained on the Site or any other information that we make available at any time, including, without limitation, blog posts, articles, links to third-party content, discord content, news feeds, tutorials, tweets, and videos. Before you make any financial, legal, or other decisions involving the Site and/or the Services, you should seek independent professional advice from an individual who is licensed and qualified in the area for which such advice would be appropriate. These Terms of Use are not intended to, and do not, create or impose any fiduciary duties on us. You further agree that the only duties and obligations that we owe you are those set out expressly in these Terms of Use.
6. Prohibited Activity
You may not use the Site and/or the Services to engage in the categories of activity set forth below ("Prohibited Uses"). The specific activities set forth below are representative, but not exhaustive, of Prohibited Uses. If you are uncertain as to whether or not your use of the Site and/or the Services involves a Prohibited Use or have other questions about how these requirements apply to you, then please contact us at info@021.xyz . By using the Site or Services, you confirm that you will not use the Site or Services to do any of the following:
violate any Applicable Laws including, without limitation, any relevant and applicable anti-money laundering and anti-terrorist financing laws and sanctions programs, such as, without limitation, the Bank Secrecy Act and the U.S. Department of Treasury's Office of Foreign Asset Controls (or equivalent regimes in any other jurisdictions);
engage in transactions involving items that infringe or violate any copyright, trademark, right of publicity or privacy or any other proprietary right under Applicable Law, including but not limited to, sales, distribution, or access to counterfeit music, movies, software, or other licensed materials without the appropriate authorization from the rights holder;
engage in using the 021 Ecosystem in any way that is prohibited by Applicable Law;
use 021's intellectual property, name, or logo, including 021's trade or service marks, without express consent from 021 or in a manner that otherwise harms 021; any action that implies an untrue endorsement by or affiliation with 021;
use the Services in any manner that could interfere with, disrupt, negatively affect, or inhibit other users from fully enjoying the Site and/or the Services, or that could damage, disable, overburden, or impair the functioning of the Site or the Services in any manner;
circumvent any content-filtering techniques, security measures or access controls that 021 employs on the Site, including, without limitation, through the use of a VPN;
use any robot, spider, crawler, scraper, or other automated means or interface not provided by us, to access the Site and/or the Services or to extract data, or introduce any malware, virus, Trojan horse, worm, logic bomb, drop-dead device, backdoor, shutdown mechanism or other harmful material into the Site or the Services;
provide false, inaccurate, or misleading information while using the Site or the Services or engage in activity that operates to defraud 021, other users of the Site or the Services, or any other person;
use or access the Site or Services to transmit or exchange Digital Assets that are the direct or indirect proceeds of any criminal or fraudulent activity, including, without limitation, terrorism or tax evasion;
use the Site or the Services in any way that is, in our sole discretion, libelous, defamatory, profane, obscene, pornographic, sexually explicit, indecent, lewd, vulgar, suggestive, harassing, stalking, hateful, threatening, offensive, discriminatory, bigoted, abusive, inflammatory, fraudulent, deceptive, or otherwise objectionable or likely or intended to incite, threaten, facilitate, promote, or encourage hate, racial intolerance, or violent acts against others;
use the Site or the Services from a jurisdiction that we have, in our sole discretion, determined is a jurisdiction where the use of the Site or the Services is prohibited;
harass, abuse, or harm of another person or entity, including 021's employees and service providers;
impersonate another user of the Site or the Services or otherwise misrepresent yourself;
engage in any activity that violates any applicable law, rule, or regulation concerning the integrity of trading markets, including, but not limited to, the manipulative tactics commonly known as "rug pulls", pumping and dumping, and wash trading; or
encourage, induce or assist any third party, or yourself attempt, to engage in any of the activities prohibited under this Section 6 or any other provision of these Terms of Use.
021 is not obligated to monitor access to or use of the Site or to review or edit any content. However, we have the right to do so for the purpose of operating the Site, to ensure compliance with these Terms of Use and to comply with applicable law or other legal requirements. We reserve the right, but are not obligated, to remove or disable access to any content, at any time and without notice, including, but not limited to, if we, at our sole discretion, consider it objectionable or in violation of these Terms of Use. We have the right to investigate violations of these Terms of Use or conduct that affects the Site. We may also consult and cooperate with law enforcement authorities to prosecute users who violate applicable law.
7. Content
In the event that you create content that is available to other users as a result of your use of the Site, the Forum or the Services (collectively, "Your Content") then you hereby grant to us a royalty-free, fully paid-up, sublicensable, transferable, perpetual, irrevocable, non-exclusive, worldwide license to use, copy, modify, create derivative works of, display, perform, publish and distribute, in any form, medium, or manner, Your Content, including, without limitation, for promoting 021, its affiliates, the Services or the Site. You represent and warrant that (a) you own Your Content or have the right to grant the rights and licenses in these Terms of Use; and (b) Your Content and our use of Your Content, as licensed herein, does not and will not violate, misappropriate or infringe on any third party's rights.
In connection with your use of the Site and the Services, including Your Content, you shall not:
violate or encourage others to violate the Terms of Use;
use or try to use another's account on the Forum without that account holder's specific permission;
buy, sell, or otherwise trade in user names or other unique identifiers on the Forum;
send advertisements, chain letters, or other solicitations through the Forum, or use the Forum to gather addresses or other personal data for commercial mailing lists or databases;
use the Forum to send e-mails to distribution lists, newsgroups, or group mail aliases;
falsely imply that you are affiliated with or endorsed by 021 or any other party;
remove any marks showing proprietary ownership from materials you download from the Forum;
show any part of the Forum on other websites that is not an entirely accurate representation of the Forum and its content;
disable, avoid, or circumvent any security or access restrictions of the Forum;
strain infrastructure of the Forum with an unreasonable volume of requests, or requests designed to impose an unreasonable load on information systems underlying the Forum;
provide false, inaccurate, or misleading information while using the Site or the Services or engage in activity that operates to defraud 021, other users of the Site or the Services, or any other person or entity;
use the Site or the Services in any way that is, as determined in our sole discretion, libelous, defamatory, profane, obscene, pornographic, sexually explicit, indecent, lewd, vulgar, suggestive, harassing, stalking, hateful, threatening, offensive, discriminatory, bigoted, abusive, inflammatory, fraudulent, deceptive, or otherwise objectionable or likely or intended to incite, threaten, facilitate, promote, or encourage hate, racial intolerance, or violent acts against others;
harass, abuse, or harm of another person or entity, including employees and consultants of 021 and service providers;
impersonate another user of the Site or the Services or otherwise misrepresent yourself;
engage in any activity that violates any applicable law, rule, or regulation concerning the integrity of trading markets, including, but not limited to, the manipulative tactics commonly known as "rug pulls", pumping and dumping, and wash trading; or
encourage, induce or assist any third party, or yourself attempt, to engage in any of the activities prohibited under this Section 7 or any other provision of these Terms of Use.
8. Proprietary Rights
You acknowledge that the Site and/or the Services may use, incorporate or link to certain open-source components and that your use of the Site or Services is subject to, and you will comply with any, applicable open-source licenses that govern any such open-source components (collectively, "Open-Source Licenses"). Without limiting the generality of the foregoing, you may not (a) resell, lease, lend, share, distribute, or otherwise permit any third party to use the Site or the Services; (b) use the Site or the Services for time-sharing or service bureau purposes; or (c) otherwise use the Site or the Services in a manner that violates the Open-Source Licenses.
Excluding the Open-Source Licenses or third-party software that the Site or the Services incorporates, as between you and 021, 021 owns the Site and the Services, including all technology, content, and other materials used, displayed, or provided on the Site or in connection with the Services (including all intellectual property rights subsisting therein), and hereby grants you a limited, revocable, transferable, license to access and use those portions of the Site and the Services that are proprietary to 021.
Any of 021's product or service names, logos, and other marks used on the Site or as a part of the Services, including 021's name and logo are trademarks owned by 021, its affiliates, or its applicable licensors. You may not copy, imitate, or use them without the prior written consent of 021 or the applicable licensors, and these Terms of Use do not grant you any rights in those trademarks. You may not remove, obscure, or alter any legal notices displayed in or along with the Services.
9. Links
The Site and/or Services provide, or third parties may provide, links to other World Wide Web or accessible sites, applications, or resources. You acknowledge and agree that 021 is not responsible for the availability of such external sites, applications or resources, and does not endorse and is not responsible or liable for any content, advertising, products, or other materials on or available from such sites or resources. You further acknowledge and agree that 021 shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with use of or reliance on any such content, goods, or services available on or through any such site or resource, including the 021 Ecosystem and any action or inaction of the developers, owners and/or operators of the 021 Ecosystem.
10. Modification, Suspension, and Termination
We may, at our sole discretion, from time to time and with or without prior notice to you, modify, suspend or disable (temporarily or permanently) the Site and the Services, in whole or in part, for any reason (or no reason) whatsoever. Upon termination of your access, your right to access or use the Site or the Services will immediately cease. We will not be liable for any losses suffered by you resulting from any modification to the Site or any Services or from any modification, suspension, or termination, for any reason, of your access to all or any portion of the Site or the Services. Sections 7 through 16 of these Terms of Use will survive any termination of your access to the Site or the Services, regardless of the reasons for its expiration or termination, in addition to any other provision which by law or by its nature should survive.
11. Risks
By utilizing the Services or interacting with the Site in any way, you represent and warrant that you understand the inherent risks associated with cryptographic systems and blockchain-based networks; Digital Assets, including the usage and intricacies of native Digital Assets and systems that interact with blockchain-based networks. 021 does not own or control any of the underlying software through which blockchain networks are formed. In general, the software underlying blockchain networks, including the Ethereum blockchain, is open source, such that anyone can use, copy, modify, and distribute it. By using the Services, you acknowledge and agree (a) that 021 is not responsible for the operation of the software and networks underlying the Services, (b) that there exists no guarantee of the functionality, security, or availability of that software and networks, and (c) that the underlying networks are subject to sudden changes in operating rules, such as those commonly referred to as "forks," which may materially affect the Services. Blockchain networks use public/private key cryptography. You alone are responsible for securing your private key(s). We do not have access to your private key(s). Losing control of your private key(s) will permanently and irreversibly deny you access to Digital Assets on the relevant blockchain-based network. Neither 021 nor any other person or entity will be able to retrieve or protect your Digital Assets. If your private key(s) are lost, then you will not be able to transfer your Digital Assets to any other blockchain address or wallet. If this occurs, then you will not be able to realize any value or utility from the Digital Assets that you may hold.
The Services and your Digital Assets could be impacted by one or more regulatory inquiries or regulatory actions, which could impede or limit the ability of 021 to continue to make available its proprietary software and, thus, could impede or limit your ability to access or use the Services.
You acknowledge and understand that cryptography is a progressing field with advances in code cracking or other technical advancements, such as the development of quantum computers, which may present risks to Digital Assets and the smart contract to which the Services facilitate access, and could result in the theft or loss of your Digital Assets. We are unable to update 021-developed smart contracts to which the Services provide access for any advances in cryptography or to incorporate additional security measures necessary to address risks presented from technological advancements; thus, there can be no guarantee regarding the full security of smart contracts to which the Services facilitate access.
You understand that many blockchain networks remain under development, which creates technological and security risks when using the Services to facilitate access to smart contracts in addition to uncertainty relating to Digital Assets and transactions therein. You acknowledge that the cost of transacting on such blockchain networks is variable and may increase at any time causing impact to any activities taking place on such networks, which may result in price fluctuations or increased costs when using the Services.
You acknowledge that the Services are subject to flaws and that you are solely responsible for evaluating any code provided by the Services or Site. This warning and others 021 provides in these Terms of Use in no way evidence or represent an on-going duty to alert you to all of the potential risks of utilizing the Services or accessing the Site.
Although we intend to provide accurate and timely information on the Site and during your use of the Services, the Site and other information available when using the Services may not always be entirely accurate, complete, or current and may also include technical inaccuracies or typographical errors. To continue to provide you with as complete and accurate information as possible, information may be changed or updated from time to time without notice, including, without limitation, information regarding our policies. Accordingly, you should verify all information before relying on it, and all decisions based on information contained on the Site or as part of the Services are your sole responsibility.
Any reference to a type of Digital Asset on the Site or otherwise during the use of the Services does not indicate our approval or disapproval of the technology on which the Digital Asset relies, and should not be used as a substitute for your understanding of the risks specific to each type of Digital Asset.
Transactions entered into in connection with the Services are irreversible, final and there are no refunds. You acknowledge and agree that you will access and use the Site and the Services at your own risk. By using the Services, you represent and warrant that you have been, are, and will be solely responsible for making your independent appraisal and investigations into the risks of a given transaction. You represent that you have sufficient knowledge, market sophistication, professional advice, and experience to make your evaluation of the merits and risks of any transaction conducted in connection with the Services or any Digital Asset. You accept all consequences of using the Services, including the risk that you may lose access to your Digital Assets indefinitely. All transaction decisions are made solely by you.
We must comply with Applicable Laws, which may require us to, upon request by government agencies, take certain actions or provide information, which may not be in your best interests.
You hereby assume, and agree that 021 will have no responsibility or liability for, the risks set forth in this Section 11. You hereby irrevocably waive, release and discharge all claims, whether known or unknown to you, against 021, its affiliates, and their respective shareholders, members, council, directors, officers, employers, agents, and representatives, suppliers, and contractors related to any of the risks set forth in this Section 11.
12. Indemnification and Third-Party Rights
You will defend, indemnify, and hold harmless 021, its affiliates, and its affiliates' respective shareholders, members, council, directors, officers, managers, employees, attorneys, agents, representatives, suppliers, and contractors (collectively, "Indemnified Parties") from any claim, demand, lawsuit, action, proceeding, investigation, liability, damage, loss, cost or expense, including without limitation reasonable attorneys' fees, arising out of or relating to (a) your use of, or conduct in connection with, the Site or the Services; (b) Digital Assets associated with your blockchain address; (c) any feedback or user content you provide to 021, if any, concerning the Site or the Services; (d) your violation of these Terms of Use; or (e) your infringement or misappropriation of the rights of any other person or entity. If you are obligated to indemnify any Indemnified Party, 021 (or, at its discretion, the applicable Indemnified Party) will have the right, in its sole discretion, to control any action or proceeding and to determine whether 021 wishes to settle, and if so, on what Terms of Use, and you agree to cooperate with 021 in the defence. For the purposes of the Contracts (Rights of Third Parties) Act (Revised) of the Cayman Islands each Indemnified Party that is not a party to these Terms of Use is an intended third-party beneficiary under these Terms of Use. However, the parties to these Terms of Use may rescind or vary these Terms of Use in accordance with the provisions set out herein (including any variation so as to extinguish or alter a third party's entitlement to enforce any provisions of these Terms of Use) without the consent of any such third party.
13. Disclaimers
To the maximum extent permitted under Applicable Law, the Site and the Services (and any of their content or functionality) provided by or on behalf of us are provided on an "AS IS" and "AS AVAILABLE" basis, and we expressly disclaim, and you hereby waive, any representations, conditions or warranties of any kind, whether express or implied, legal, statutory or otherwise, or arising from statute, otherwise in law, course of dealing, or usage of trade, including, without limitation, the implied or legal warranties and conditions of merchantability, merchantable quality, quality or fitness for a particular purpose, title, security, availability, reliability, accuracy, quiet enjoyment and non-infringement of third party rights. Without limiting the foregoing, we do not represent or warrant that the Site or the Services (including any data relating thereto) will be uninterrupted, available at any particular time, or error-free. Further, we do not warrant that errors in the Site or the Service are correctable or will be correctable.
You acknowledge that your data, if any, on the Site may become irretrievably lost or corrupted or temporarily unavailable due to a variety of causes, and agree that, to the maximum extent permitted under Applicable Law, we will not be liable for any loss or damage caused by denial-of-service attacks, software failures, viruses or other technologically harmful materials (including those which may infect your computer equipment), protocol changes by third-party providers, Internet outages, force majeure events or other disasters, scheduled or unscheduled maintenance, or other causes either within or outside our control.
The disclaimer of implied warranties contained herein may not apply if and to the extent such warranties cannot be excluded or limited under the Applicable Law of the jurisdiction in which you reside.
14. Exclusion of Consequential and Related Damages
In no event shall 021, its affiliates, its suppliers and contractors, and its and its affiliates', suppliers' and contractors' respective shareholders, members, directors, officers, managers, employees, attorneys, agents, representatives, suppliers, and contractors (collectively, the "Risk Limited Parties") be liable for any incidental, indirect, special, punitive, consequential or similar damages or liabilities whatsoever (including, without limitation, damages for loss of fiat, assets, data, information, revenue, opportunities, use, goodwill, profits or other business or financial benefit) arising out of or in connection with the Site and the Services, any performance or non-performance of the Services, your Digital Assets or any other product, service or other item provided by or on behalf of 021, whether under contract, tort (including negligence), civil liability, statute, strict liability, breach of warranties, or under any other theory of liability, and whether or not we have been advised of, knew of or should have known of the possibility of such damages and notwithstanding any failure of the essential purpose of these Terms of Use or any limited remedy hereunder.
15. Limitation of Liability
In no event shall 021's aggregate liability (together with its affiliates, including its and its affiliates' respective shareholders, members, directors, managers, officers, employees, attorneys, agents, representatives, suppliers, or contractors) arising out of or in connection with the Site and the Services (and any of their content and functionality), any performance or non-performance of the Services, your Digital Assets, or any other product, service or other item provided by or on behalf of 021, whether under contract, tort (including negligence), civil liability, statute, strict liability or other theory of liability exceed US $100.
The exclusions and limitations of damages set forth above are fundamental elements of the basis of the bargain between 021 and you.
16. Governing Law and Forum Choice
These Terms of Use and any action related thereto will be governed by the laws of the Cayman Islands, without regard to its conflict of laws provisions. The parties expressly consent to personal and exclusive jurisdiction in the courts located in the Cayman Islands, and you and 021 each waive any objection to jurisdiction and venue in such courts.
You and 021 agree that each may bring claims against the other only in your or its individual capacity, and not as a plaintiff or class member in any purported class or representative proceeding.
17. General Information
Please refer to our Privacy Policy , which is incorporated herein by reference, for information about how we collect, use, share and otherwise process information about you.
You consent to receive all communications, agreements, documents, receipts, notices, and disclosures electronically (collectively, our "Communications") that we provide in connection with these Terms of Use, the Site or any Services. You agree that we may provide our Communications to you by posting them on the Site or by emailing them to you at the email address you provide in connection with using the Services, if any. You should maintain copies of our Communications by printing a paper copy or saving an electronic copy. You may also contact us with questions, complaints, or claims concerning the Site or the Services at info@021.xyz .
Any right or remedy of 021 set forth in these Terms of Use is in addition to, and not in lieu of, any other right or remedy whether described in these Terms of Use, under Applicable Law, at law, or in equity. The failure or delay of 021 in exercising any right, power, or privilege under these Terms of Use shall not operate as a waiver thereof.
The invalidity or unenforceability of any of these Terms of Use shall not affect the validity or enforceability of any other of these Terms of Use, all of which shall remain in full force and effect.
We will have no responsibility or liability for any failure or delay in performance of the Site or any of the Services, or any loss or damage that you may incur, due to any circumstance or event beyond our control, including but not limited to: any flood, extraordinary weather conditions, earthquake, or other act of God, fire, war, insurrection, riot, pandemic, labour dispute, accident, action of government, communications, power failure, or equipment or software malfunction.
You may not assign or transfer any right to use the Site or the Services, or any of your rights or obligations under these Terms of Use, without our express prior written consent, including by operation of law or in connection with any change of control. We may assign or transfer any or all of our rights or obligations under these Terms of Use, in whole or in part, without notice or obtaining your consent or approval.
Headings of sections are for convenience only and shall not be used to limit or construe such sections.
These Terms of Use contain the entire agreement between you and 021, and supersede all prior and contemporaneous understandings between the parties regarding the Site and the Services.
In the event of any conflict between these Terms of Use and any other agreement you may have with us, these Terms of Use will control unless the other agreement specifically identifies these Terms of Use and declares that the other agreement supersedes these Terms of Use.
You agree that, except as otherwise expressly provided in this Agreement, there shall be no third-party beneficiaries to the Agreement other than the Indemnified Parties.
Annexure A — Summary of Tickets within the 021 Ecosystem
1. What is Zero to One?
Zero to One ("021") is a venture studio that sells Tickets — each priced at US $10,000 — to eligible buyers.
Tickets are sold as non-transferable soulbound NFTs and must be used within the 021 Ecosystem within 18 months of their purchase for discounted tokens in one of 021's partnered Web3 ventures.
2. Ticket Characteristics
Price & Purchase
Each Ticket costs US $10,000 and is paid for in stablecoins (e.g., USDC).
Tickets are non-refundable (other than where there is a shortfall of partnered Web3 venture projects during the relevant utilisation period) and are non-transferable.
Utilisation Period
Tickets must be used within 18 months or they expire.
Upon the expiration of a Ticket for non-use, 021 will in its sole and absolute discretion automatically allocate such Tickets across one or more projects on the 021 Ecosystem. In the event there is not sufficient capacity in such projects at the relevant time, then any remaining Tickets will be forfeited and voided.
Discounted Token Access
When Tickets are used through the 021 Ecosystem, each partnered Web3 venture guarantees at least a 25% discount on their token from its public token sale price or an equivalent round.
Some partnered Web3 ventures may offer additional perks, such as favorable vesting terms or added bonuses.
3. Process Flow in a Nutshell
Ticket Sale
021 mints and sells Tickets for US $10,000 each.
Buyers receive soulbound NFTs once they have passed the onboarding process.
Venture Partnerships
021 identifies and partners with promising Web3 ventures, negotiating an allocation of the project's native tokens earmarked for Ticket holders.
Deal Execution
Over the 18 months utilisation period, each Web3 venture announces specific time windows where Ticket holders can use their Tickets to obtain discounted tokens from such Web3 venture.
A central portal tracks available capacity, discount levels, and utilisation periods.
When a holder of Tickets decides to participate in an offering from a Web3 venture they simply submit a request through the portal.
If capacity is available — and subject to any additional terms and conditions imposed by the relevant Web3 venture — tokens from the Web3 venture are distributed (subject to any applicable lock-up and vesting period) at the agreed discounted rate and the relevant number of Tickets are "used" (i.e. voided in the smart contract) in the course of the transaction and are no longer available to such user.
Annexure B — Tickets Sale Terms and Conditions
Last Updated: 3 February 2025
The Tickets soulbound NFTs (each an "NFT") are part of the 021 Ecosystem (as detailed further in the Zero to One Terms of Use). Zero to One ("021," "we," "us" and "our"), a Cayman Islands exempted company with limited liability is the issuer and seller of the NFTs.
This document contains very important information regarding your rights and obligations, as well as conditions, limitations and exclusions that might apply to you. Before you acquire or use the NFTs, you will need to agree to these Tickets Sale Terms and Conditions (the "Agreement"), the Zero to One Terms of Use, any terms and conditions incorporated herein by reference and any additional terms and conditions that apply to the NFTs (collectively, the "Terms").
These Terms govern the purchase and use of the NFTs. We are only willing to make the NFTs available for purchase to you if you accept all of these Terms, any changes to these Terms and other terms and conditions that apply to the NFTs. By clicking "I accept" or indicating your acceptance in an adjoining box, you are confirming that you understand and agree to be bound by all of these Terms.
Any purchase or sale you make, accept or participate in or of an NFT will be entirely at your risk. We expressly deny any obligation to indemnify you or hold you harmless for any losses you may incur by transacting, or participating in transactions of the NFTs whether with us or otherwise.
Any changes to these Terms will be in effect as of the "Last Updated Date" referred to at the top of this page. Your continued use, possession or ownership of the NFT(s) after the "Last Updated Date" will constitute your acceptance of and agreement to any such changes.
By purchasing one or more NFTs, you affirm that you are of legal age in your jurisdiction to validly enter into a contract, and you accept and are bound by these Terms. You affirm that if you are using or purchasing the NFTs on behalf of an organization or company, you have the legal authority to bind any such organization or company to these Terms.
You shall not purchase the NFTs if you: (i) do not agree to these Terms; (ii) are not of the age of majority in your jurisdiction of residence; (iii) are prohibited from purchasing or using the NFTs by applicable laws; or (iv) believe that such purchase constitutes or amounts to an investment with an expectation of profit due to our efforts, or any regulated or financial activity or transaction. We reserve the right to rescind any Collectible transfer that occurred on the above grounds.
1. Account Set-up and Security
Account and Wallet Set-Up. To purchase the NFTs, follow the instructions on our website ("Website"). You will also need to use a supported self-custody cryptocurrency wallet (e.g. MetaMask) ("Wallet"), which will enable you to store the NFTs that you purchase or own.
Account Registration. You must provide accurate and complete registration information when you create an account. By creating an account, you agree to provide accurate, current and complete account information about yourself, and to promptly update your account information to maintain accuracy.
Account Security. You are responsible for the security of your account and for your Wallet(s). If you become aware of any unauthorized use of your password or of your account, you agree to notify us by email at info@021.xyz .
Account Transactions. Transactions that take place in relation to the NFTs are managed and confirmed via the Blockchain. You understand that your wallet address may be publicly visible when you engage in transactions.
2. Purchasing
NFTs. For the avoidance of doubt, purchasing the NFTs in itself does not include or provide the buyer/holder of the NFTs with any membership benefits, and any membership benefits shall be subject to the buyer/holder of the NFTs satisfying the requirements set out in the Zero to One Terms of Use.
Purchasing NFTs. If you meet the eligibility criteria set out on the Terms, then you can purchase one or more NFTs.
Characteristics of NFTs. NFTs consist of a soulbound (i.e. non-transferable) NFT as detailed further in the Summary of the Tickets.
Restrictions on Purchases and Transfers. You may not purchase an NFT if you are a Prohibited Person, defined to include any persons unable to pass KYC, residents of Prohibited Jurisdictions (Cuba, North Korea, Iran, Libya, China, South Sudan, Sudan, Syria, Crimea, or any other sanctioned jurisdictions), members of the public in the Cayman Islands, sanctioned individuals or entities, persons identified as terrorists, persons in contravention of applicable law, persons limited or prohibited from transacting in digital assets, persons involved in money laundering or terrorist financing, or politically exposed persons (PEPs) and their associates.
3. Payment, Gas Fees, and Taxes
Financial Transactions. Any payments or financial transactions on the 021 Ecosystem will be conducted solely through the Blockchain. We have no control over the Blockchain and these transactions, nor do we have the ability to reverse them. We shall have no liability for any claims or damages arising from such transactions. Other than as required by applicable law, we do not provide refunds.
Gas Fees. Every transaction on the Blockchain requires the payment of a "Gas Fee". You are solely responsible for paying any Gas Fee for any transaction you initiate.
Responsibility for Taxes. You will be solely responsible for any sales, use, value-added and other taxes, duties, and assessments now or hereafter claimed or imposed by any governmental authority associated with your purchase or use of the NFTs.
4. Feedback
You may choose to submit comments, bug reports, ideas or other feedback. By submitting any Feedback, you agree that we are free to use such Feedback at our discretion and without additional compensation. You hereby grant us a perpetual, irrevocable, nonexclusive, worldwide license to incorporate and use your Feedback for any purpose.
5. Termination
Refunds. Unless expressly provided in these Terms or as otherwise required by applicable law, all sales and purchases of NFTs are not refundable nor creditable.
Termination. We may terminate these Terms and suspend and/or terminate your ability to use and access the NFTs without prior notice. We will not be liable for any such suspension or termination.
Other Remedies. Termination may be in addition to any other remedies we may have at law or in equity.
Referral to Authorities. We reserve the right to take legal action, including referral to law enforcement.
Effect of Termination. Sections 1 and 3 through 12 will survive the termination or expiration of these Terms.
6. Disclaimers
You acknowledge that there are inherent risks associated with NFTs, including rapidly developing regulations and their digital nature. Events beyond our control could impede or limit your ability to use or access the value of the NFTs, or even result in the loss of your NFTs.
You expressly understand and agree that your purchase of the NFTs are at your sole risk, and that the platform and NFTs purchased are provided "as is" and "as available" without warranties of any kind, whether express or implied.
We will not be responsible or liable to you for any losses you incur as the result of your use of the platform, NFTs, blockchain, or your wallet, including but not limited to: user error, server failure or data loss, compromised wallets, or unauthorized access by third parties.
7. Limitation of Liability
You understand and agree that we will not be liable to you for any indirect, incidental, special, consequential, or exemplary damages, including loss of profits, goodwill, data, or other intangible loss, even if we have been advised of the possibility of such damages.
If we are found liable to you, our total aggregate liability is limited to the amount you have lawfully paid us under these Terms in the twelve (12) month period preceding the claim.
8. Assumption of Risk
Value and Volatility. The market prices of blockchain assets are extremely volatile. NFTs have no inherent or intrinsic value.
Tax Calculations. You are solely responsible for determining what taxes apply.
Use of Blockchain. We do not store or transfer NFTs — they exist only by virtue of the ownership record on the blockchain.
Inherent Crypto Risks. There are risks including hardware/software/internet failures, malware, and unauthorized wallet access.
Regulatory Uncertainty. The regulatory regime governing blockchain technologies is uncertain.
Software Risks. Systemic changes such as hard forks may have unintended adverse effects.
9. Indemnification
You agree to hold harmless and indemnify us from any claim or liability arising out of: (i) your breach of these Terms; (ii) your misuse of the NFTs; or (iii) your violation of applicable laws in connection with your access to or use of the NFTs.
10. Force Majeure
We will not be liable for any failure or delay caused by events beyond our reasonable control, including acts of God, natural disasters, war, terrorism, government action, embargoes, labour stoppages, internet outages, or other similar events.
11. Governing Law and Jurisdiction
This Agreement shall be governed by the laws of the Cayman Islands, and the parties irrevocably agree that courts of the Cayman Islands shall have exclusive jurisdiction.
12. General
Entire Agreement. This Agreement constitutes the entire legal agreement between you and us.
Severability. If any part of this Agreement is held invalid, that portion will be deemed severed.
No Waivers. Our failure to enforce any provision will not constitute a waiver.
Notices. We may provide notices by email or via postings on the Platform.
Assignment. You may not assign your rights without our prior written consent.
Amendments. We may amend this Agreement at any time. Your continued use after any Amendment shall constitute acceptance.