Preamble

• zkSwap Labs ("Lab") is a lab with the purpose of fostering a community around and providing the technological framework for decentralized infrastructures ("Purpose").
• The Lab is currently overseeing the community around the zkSwap project ("Project") and the decentralized zkSwap protocol ("Protocol"), as further described in the documentation made available to the Buyer on the website https://docs.zk-swap.xyz/overview/introduction ("Documentation"; the website together with the subdomains the "Website").
• In connection with the Project, the Lab is selling ZKSP ("Token(s)") equivalent to a maximum contribution amount as determined in the sole discretion of the Lab (but in any case equivalent to a maximum amount of CHF 8 million) ("Token Sale") to interested buyers ("Buyer", together with the Lab the "Parties" and each a "Party"). The Lab may place additional Tokens now or in the future.
• The Buyer, who is not subject to any of the Prohibited Jurisdictions and who has given the representations and warranties according to provision 7, has contacted the Lab on its own initiative to receive information on how to support and participate in the Project, and wishes to purchase Tokens in the Token Sale based on the following terms:

1. Scope

By buying the Tokens and/or accepting these token sale and purchase terms (the "Terms"), the Buyer explicitly acknowledges and fully agrees to these Terms. These Terms (including any documents and annexes referenced herein) apply to all Buyers of Tokens in the Token Sale. In case of any conflicts or inconsistencies between these Terms and any documents or annexes referenced herein, these Terms take precedence.

Any potential future use of the Token or the Protocol may be subject to and governed by separate terms, conditions, and policies (as may be amended from time to time).

2. Purchase of Tokens

2.1 Contribution Amount and Token Amount

2.2 Method of Contribution and Payment Terms

The Buyer shall pay the Contribution Amount in the currency and as per the instructions on the Website. The Lab may change the available payment methods and currencies or refuse payments at its sole discretion at any time.

The Buyer acknowledges and agrees that, depending on the method of contribution, there may be fees associated with the purchase of Tokens (e.g., gas fees) which are fully borne by the Buyer.

Buyers that send the Contribution Amount in any currency or in any manner or to any third party website, wallet address, bank account, service, smart contract, or similar that do not conform to the instructions laid out on the Website or these Terms risk losing their entire Contribution Amount. The Lab is not responsible or liable for recovering any such lost contributions, nor will the Lab be responsible or liable for any losses incurred by the Buyer in this respect.

2.3 Unsold Tokens

In the event that not all Tokens available for purchase, as determined in the sole discretion of the Lab, are sold in the Token Sale, the Lab is free to use the unsold Tokens as it sees fit.

3 Token Sale, Token Functionalities

3.1 Delivery of Tokens

Subject to: (i) the Buyer meeting all participation criteria as determined by the Lab, (ii) the right to request information and the right to exclude from the Token Sale (cf. provision 3.3), (iii) the availability of Tokens, (iv) the receipt of the full Contribution Amount, and (v) the designation of a valid recipient address by the Buyer, the Tokens shall be delivered to the Buyer as further outlined on the Website.

3.2 Right to request information & Right to exclude from the Token Sale

Before the Buyer is able to make a contribution, or at any time after making a contribution, the Lab may (in its sole and absolute discretion):

• Request the Buyer to provide certain information and documentation for the purposes of satisfying 'know-your-customer' ("KYC") or similar obligations as determined by the Lab;
• Determine that it is necessary to obtain certain other information about the Buyer in order to comply with applicable laws and regulations in connection with the creation and issuance of the Tokens to the Buyer.

The Buyer agrees that it will, promptly upon the Lab's first request, supply such information and documentation as may be requested by the Lab in order to fulfill the above.

The Buyer acknowledges and accepts that the Lab:

• may, in its absolute discretion and without providing reasons, refuse or reject any Contribution Amount for the purchase of Tokens and exclude any Buyer from the Token Sale;
• notwithstanding the above, is not required to create or issue Tokens to the Buyer, unless and until the Buyer provides all information and documentation that the Lab may request under this provision 3.3 and the Lab has determined, in its absolute discretion, that it is permissible to create and issue Tokens to the Buyer under applicable law and the Buyer meets all other criteria and obligations as set out in these Terms.

3.3 Token Functionalities and Intellectual Property Rights

The Tokens are available as cryptographic tokens following the ERC-20 standard. The currently active and envisaged functionalities of the Token are described in further detail in the Documentation.

The Buyer acknowledges and agrees that the Tokens (i) do not confer or represent any right of any form, including but not limited to any equity or ownership, voting, distribution, redemption, liquidation, intellectual property, participation, or any other legal right towards the Lab, the Project or any third party; (ii) are not any kind of loan to the Lab or to a third party; (iii) do not represent any right to receive future revenues, shares in or relating to the Lab, the Project or the Protocol, (iv) do not represent any form of currency, money or legal tender, whether fiat or otherwise, in any jurisdiction, nor do they constitute any substitute or representation of currency, deposit or legal tender (including electronic money) nor do they have, or are envisaged to have in the future, a payment function or a function as a means of payment; (v) do not represent a deposit and do not grant any form of (re)payment claim or similar to the Buyer.

The Buyer further acknowledges and agrees that the Project will evolve over time and that the Lab may change, reduce or add functionalities of the Tokens in its sole discretion. The Tokens do not have a payment function and are not intended to serve as a means of payment now or in the future.

3.4 Security

The Buyer is responsible for implementing all reasonable and appropriate measures for securing the wallet, vault or other storage mechanism used to send the Contribution Amount and/or receive and store Tokens. If the Buyer's private key(s) or other access credentials are lost, the Buyer will lose access to its Tokens. The Lab has no means of recovering such Tokens and is not responsible for any such losses.

Notwithstanding provision 6, the Lab excludes (to the fullest extent permitted under applicable law) any and all liability for any security breaches or other acts or omissions which result in your loss of (including your loss of access to) Tokens.

3.5 Token Distribution & Token Supply

The token distribution and token supply as outlined in the Documentation is indicative and may be subject to change as reasonably determined by the Lab.

3.6 Use of Proceeds

The Buyer acknowledges and agrees that the Lab will have broad discretion over the use of proceeds from this Token Sale. Any section on the allocation of funds allocation in the Documentation is indicative only. The Buyer acknowledges and agrees that the Lab is free to conduct any commercial and non-commercial activity that supports its statutory purpose and that the purpose or the Project may be amended from time to time to re-align with internal and external developments.

4. Intellectual Property Rights

The Buyer acknowledges that the Lab retains all current and future right, title and interest in all of Lab's, the Project's, or the Protocol's intellectual property, including, without limitation, inventions, ideas, concepts, code, discoveries, processes, marks, methods, software, compositions, formulae, techniques, information, and data, whether or not patentable, copyrightable or protectable in trademark, and any trademarks, copyright or patents based thereon ("IP Rights"). The Buyer may not use any of the Lab's intellectual property for any reason without the Lab's prior explicit written consent.

The Buyer acknowledges and agrees that by participating in the Token Sale, the Buyer does not (i) acquire or otherwise be entitled to any IP Rights; (ii) make a claim in respect of any IP Rights or any other equivalent rights; (iii) use, attempt to use, copy, imitate or modify (whether in whole or in part) any IP Rights, except with the prior explicit written consent of the Lab.

5. No Representation of Lab & Disclaimers

UNLESS EXPLICITLY STATED OTHERWISE IN THESE TERMS, THE LAB DOES NOT MAKE ANY REPRESENTATIONS AND WARRANTIES, AND ALL REPRESENTATIONS AND WARRANTIES SHALL BE EXCLUDED TO THE GREATEST EXTENT PERMITTED UNDER APPLICABLE LAW.

IN PARTICULAR, THE LAB DOES NOT MAKE ANY REPRESENTATIONS AND WARRANTIES REGARDING (I) ANY PARTICULAR FEATURE OF THE TOKEN, THE PROJECT AND/OR THE LAB, AND (II) THE SUCCESSFUL DEVELOPMENT AND DEPLOYMENT OF THE PROJECT AND/OR THE TOKEN. ANY INFORMATION REGARDING THE TOKEN, THE PROJECT, AND THE LAB IS PROVIDED 'AS IS', AND THE LAB DOES NOT MAKE ANY REPRESENTATION OR WARRANTIES REGARDING THE COMPLETENESS, ACCURACY, AND UP-TO-DATENESS OF ANY INFORMATION PROVIDED BY THE LAB UNLESS EXPLICITLY STATED OTHERWISE IN THESE TERMS. THE BUYER CONFIRMS THAT IT HAS NOT RELIED UPON ANY REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, PERTAINING TO THE TOKENS, THE PROJECT AND/OR THE LAB. THE BUYER HEREWITH WAIVES ANY AND ALL CLAIMS RELATED TO MISREPRESENTATIONS OR BREACHES OF WARRANTIES IT MAY HAVE UNDER THE APPLICABLE LAW.

Neither these Terms nor any documents referenced herein constitute a prospectus or offering document and are not an offer to sell, nor the solicitation of an offer to buy any investment or financial instrument in any jurisdiction. The Tokens should not be acquired for speculative or investment purposes with the expectation of making a profit on immediate or future re-sale. No regulatory authority has approved any of the information set out in these Terms or any document referenced herein. No such action will be taken under the laws, regulatory requirements, or rules of any jurisdiction.

6. Representations of Buyer

By participating in the Token Sale, the Buyer represents and warrants that it:

• has full legal capacity, power, and authority to execute and deliver these Terms and to perform its obligations hereunder. These Terms constitutes a valid and binding obligation of the Buyer, enforceable in accordance with its terms, except as limited by bankruptcy, insolvency, or other laws of general application relating to or affecting the enforcement of creditors’ rights;
• satisfies all further legal and regulatory requirements to complete the transactions contemplated by these Terms (incl. the Disclaimers) and that he/she is not precluded from entering into these Terms;
• has provided accurate, complete and up-to-date information;
• is the sole beneficial owner of the funds used to pay the Contribution Amount, and in particular of all assets credited on the account of the Lab. The Buyer further represents and warrants that it is purchasing the Tokens for its own account, not as a nominee or agent, and not with a view to, or for resale in connection with, the distribution thereof, and the Buyer has no present intention of selling, granting any participation in, or otherwise distributing the same;
• has carefully read, reviewed and fully understood the Documentation and these Terms including all referenced documents and is not relying upon any representation, warranty, confirmations, promises or agreements except as explicitly set out in the Documentation and these Terms;
• UNDERSTANDS THE INHERENT RISKS WITH ANY TYPE OF BLOCKCHAIN-BASED PROJECT AND RECOGNIZES THAT A CONTRIBUTION TO THE PROJECT INVOLVES SUBSTANTIAL RISK OF LOSS OF THE FULL CONTRIBUTION AMOUNT AND THAT THERE IS NO WARRANTY, EXPRESS OR IMPLIED, THAT THE TOKENS WILL SERVE ANY PARTICULAR PURPOSE OR BE BOUGHT BY ANY THIRD PARTY FOR ANY PRICE AT ANY TIME IN THE FUTURE;
• complies with applicable law and regulation in its jurisdiction regarding the purchase of Tokens, including, but not limited to, (i) legal capacity and any other threshold requirements in its jurisdiction for purchasing Tokens, and entering into contracts with the Lab, (ii) any foreign exchange or regulatory restrictions applicable to such purchase, and (iii) any governmental or other consents that may need to be obtained;
• has not taken any action nor will it take any action in any Prohibited Jurisdiction or any other country or jurisdiction that would constitute a public offering of any Tokens or require the registration of any other offering material, nor will it distribute any other offering material in any Prohibited Jurisdiction or in any other country or jurisdiction where action for that purpose is required;
• is not in any way subject to the laws and regulations of and/or is not a resident of a Prohibited Jurisdiction, whereby the term "Prohibited Jurisdiction" shall mean (i) the United States of America, (ii) a country or territory (together, "Sanctioned Countries") that is currently the subject of any sanctions or trade embargos administered or imposed by (1) Switzerland, (2) the United Nations Security Council, (3) the European Union or any member state of the European Union, (4) U.S. authorities, in particular OFAC and the U.S. Department of State, (5) the country of residence of the Buyer, or (6) other economic sanctions or trade embargos issued by another authority having jurisdiction over the Buyer or his/her/its assets (iii) a jurisdiction identified by the Financial Action Task Force (“FATF”) for strategic AML/CFT deficiencies and included in FATF’s listing High-Risk Jurisdictions, (iv) a jurisdiction (including, but not limited to, the Sanctioned Countries) in which the Token Sale is prohibited, restricted or unauthorised in any form or manner whether in full or in part under the laws, regulatory requirements or rules in such jurisdiction. The Prohibited Jurisdictions include, but are not limited to, the United States of America, Belarus, Burundi, Burma (Myanmar), Central African Republic, Congo, Democratic Rep., Democratic People’s Republic of Korea (DPRK), Guinea, Guinea Bissau, Haiti, Iran, Iraq, Jemen, Lebanon, Libya, Mali, Nicaragua, Somalia, Sudan, Republic of South, Sudan, Syria, Venezuela and Zimbabwe.
• understands that it bears the sole responsibility to determine if its purchase of the Tokens, the potential appreciation or depreciation in the price of Tokens over time, the sale and purchase of Tokens and/or any other action or transaction related to the Tokens has tax implications for the Buyer;
• has had the opportunity to be advised by legal professionals in relation to these Terms and confirms that to have fully understood the legal implications of all the clauses contained in these Terms.

In any case, the Buyer acknowledges and is aware that it is the Buyer's own responsibility to be informed about all legal, regulatory, and tax requirements in connection with the transaction contemplated in these Terms.

In case the Buyer cannot make all of the representations and warranties outlined above, the Buyer must not participate in the Token Sale. The Buyer undertakes and agrees to notify the Lab immediately if any of the above representations and warranties become untrue, incomplete, invalid, or misleading in any respect. The Lab reserves the right to deny and invalidate the Contribution Amount made by, and/or withhold the distribution of Tokens from, any Buyer who has made a false, incomplete, or misleading representation or warranty, in the view of the Lab or which may, in the Lab's view, breach applicable law.

7. Limitation of Liability

EXCEPT IN CASES OF WILLFUL MISCONDUCT OR GROSS NEGLIGENCE OR BODILY HARM, THE LAB OR ANY PERSON ACTING ON BEHALF OF THE LAB IS NOT LIABLE FOR ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL OR OTHER DAMAGES OF ANY KIND (INCLUDING, BUT NOT LIMITED TO, LOSS OF THE FULL CONTRIBUTION AMOUNT, INCOME OR PROFITS) ARISING OUT OF OR IN ANY WAY RELATED TO THE TOKENS, THE PROJECT OR OTHERWISE RELATED TO THESE TERMS, REGARDLESS OF THE FORM OF ACTION, WHETHER BASED IN CONTRACT, TORT OR ANY OTHER LEGAL THEORY (EVEN IF THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE). NOTWITHSTANDING THE BEFOREMENTIONED, UNDER NO CIRCUMSTANCES SHALL THE AGGREGATE LIABILITY OF THE LAB EXCEED THE CONTRIBUTION AMOUNT OF THE BUYER.

8. Risks

The Buyer acknowledges and agrees that the participation in the Token Sale, the sending of the Contribution Amount, the creation and issuance of the Token, the Project, and the Protocol carries significant financial, regulatory, and reputational risks, including but not limited to risks of software weakness (of the underlying Ethereum or zkSync protocol or any other software), regulatory risk, risks associated with uncertain regulations and enforcement actions, risk of abandonment, lack of success or business failure, risks associated with other applications, risks associated with markets for the Token, risk of losing access to Tokens due to loss of private key(s), custodial errors or errors of the Buyer, risks of theft and vulnerabilities, risks of mining or validation attacks, risks of incompatible wallet services, risks of hard forks, risk of uninsured losses, risks arising from taxation, risks of an unfavourable fluctuation of currency value, risk of dissolution of the Lab or network, risk arising from lack of legal rights, risks arising from the market in which the Project or Protocol may operate, risks associated with the development and maintenance of the Project or Protocol, risk of competitors, risk associated with third parties, jurisdiction related risks and/or any unanticipated risks.

By participating in this Token Sale, the Buyer expressly and finally acknowledges, accepts, and assumes all risk factors and that the risk factors outlined in these Terms or any documents referenced herein are not, and are not intended to constitute, a comprehensive or exhaustive list of risk factors.

9. General Provisions

Entire Agreement: These Terms constitute the entire agreement, and supersede all prior agreements, between the Parties relating to the subject matter hereof.

No assignment: Neither Party may assign any of its rights, obligations or claims under these Terms.

Severability: If any provision of these Terms (in whole or part) is held to be illegal, invalid or otherwise unenforceable, the other provisions will remain mutatis mutandis in full force and effect.

No partnership: Nothing in these Terms creates any form of (simple) partnership, joint venture, or other similar relationship under any applicable law between the Buyer and the Lab. between the Buyers or between any other individuals or entities involved in the Project, Protocol or Token.

Governing Law & Jurisdiction: These Terms are governed by the laws applicable at the seat of the Lab (excluding the provisions of the United Nations Convention on the International Sale of Goods and excluding the conflict of law rules) and subject to the exclusive jurisdiction of the ordinary courts at the seat of the Lab.