Terms of Service

Effective Date: October 1, 2025

These Terms of Service (the "Terms") form a binding agreement between Ord.io, Inc., a Delaware corporation (together with its affiliates, "Ord.io," "Zap," "we," "our," or "us"), and you ("you" or "User"). These Terms govern your access to and use of the Zap mobile application, websites, dashboards, documentation, and related services that we make available (collectively, the "Services").

By accessing or using the Services in any manner—including downloading the app, visiting our website, connecting or creating a wallet, or initiating any transaction—you acknowledge that you have read, understood, and agree to be bound by these Terms and our Privacy Policy, which is incorporated by reference. If you do not agree, you must not use the Services.

No brokerage, custody, or advice. Zap is not a broker, exchange, or custodian, and does not provide financial, investment, legal, accounting, or tax advice. Transactions are self-directed by you and executed on third-party protocols and services that are outside our control.

1. Who We Are & How the Services Work

1.1 Company. The Services are operated by Ord.io, Inc., a Delaware C-Corp. We make a consumer application branded Zap that allows you to connect or create a self-custody wallet and interact with third-party decentralized protocols (for example, Solana liquidity sources and DEXs). Zap does not itself operate a DEX, order book, or matching engine and does not custody your digital assets.

1.2 Aggregator/Interface. The Services provide a user interface and connectivity that help you discover tokens, prepare transaction messages, and route orders to third-party infrastructure. When you sign and broadcast a transaction using your wallet, the transaction is submitted to—and settled by—third parties (e.g., validators, RPC providers, DEXs, liquidity pools). No transaction occurs on Zap infrastructure.

1.3 Embedded Wallets. If you elect to create or use an embedded wallet through a third-party provider integrated in the app, your relationship with that provider is governed by its own terms. Zap does not hold your private keys and cannot recover them for you.

2. Eligibility; Sanctions & Geographic Controls

2.1 Age & Capacity. You must be at least eighteen (18) years old and have the legal capacity to enter into these Terms.

2.2 Restricted Persons. You may not use the Services if: (a) you are the subject of trade or economic sanctions or are listed on any sanctions or watchlist maintained by the U.S., U.K., EU, U.N., or other applicable authority; (b) you are located, organized, or ordinarily resident in a jurisdiction comprehensively sanctioned or where the use of digital assets is illegal; or (c) you are otherwise prohibited under applicable law (collectively, "Restricted Persons" and "Restricted Jurisdictions"). Use of VPNs, proxies, or other tools to circumvent geoblocking or verification is prohibited.

2.3 Compliance. We may screen, restrict, or terminate access, request information, or take other steps we deem necessary to comply with law or manage risk. You agree to cooperate with any reasonable request related to sanctions, AML, fraud, or misuse.

3. Changes to These Terms and the Services

3.1 Updates to Terms. We may modify these Terms at any time. If we make material changes, we will update the "Effective Date" above and may provide additional notice. Changes become effective when posted (or, if required by law, after a stated notice period). Continued use of the Services means you accept the changes.

3.2 Service Changes. We may add, remove, or change features; suspend or discontinue parts or all of the Services; or impose limits at any time. We are not liable for any resulting loss or inconvenience.

4. Accounts, Wallets, Keys & Security

4.1 Registration. Certain features may require creating an account and/or connecting/creating a wallet. You agree to provide accurate, current information and to keep it updated. You are responsible for all activities that occur using your account or wallet.

4.2 Non-Custodial. The Services are non-custodial. You control your wallet and private keys, whether through a third-party embedded wallet or a wallet you bring. We do not store, possess, or control your keys and cannot retrieve them if lost. If you lose access to your keys or recovery methods such as your email account, you may permanently lose access to your assets.

4.3 Your Responsibilities. You are solely responsible for: (a) safeguarding devices, wallets, keys, passphrases, and recovery materials; (b) reviewing, understanding, and approving every transaction; and (c) establishing secure backups and recovery procedures. We make no guarantees regarding the security of your devices, wallets, or networks.

5. Third-Party Services, Protocols & Content

5.1 No Control. The Services may display, link to, or route transactions to third-party protocols, DEXs, smart contracts, RPC providers, onramps/offramps, analytics, and other materials (collectively, "Third-Party Services"). We do not control or operate Third-Party Services and are not responsible for their availability, accuracy, security, legality, fees, or performance.

5.2 Your Agreements. Your use of any Third-Party Service is subject to that provider's terms and privacy policies, which you are solely responsible for locating and reviewing.

5.3 No Endorsement. Displaying tokens (e.g., trending, popular, verified badges, or similar labels) is informational only and not a recommendation. We do not vet token teams, smart contracts, or projects, and we do not commit to ongoing monitoring.

6. Fees & Payment

Summary: Zap charges (i) a Base Service Fee of 0.75% per trade with a minimum of $0.05, (ii) a Dynamic Rent Fee when a new Solana token account must be created for you, and (iii) a Dynamic Network Fee reflecting prevailing Solana network conditions required to include your transaction on-chain. You pay these fees to us in USDC, and we in turn pay rent and gas in SOL to the network on your behalf.

6.1 Base Service Fee. For each buy/sell/swap routed through the Services, Zap charges a 0.75% service fee.

6.2 Dynamic Rent Fee (New Token Accounts). When you acquire a token you haven't held before, the Solana network generally requires "rent" to initialize a new token account (a network-level storage deposit). Zap charges a Dynamic Rent Fee in USDC to cover that network requirement and related operational costs; this fee is an estimate (not a penny-for-penny pass-through) and may be adjusted to reflect prevailing conditions.

6.3 Dynamic Network Fee (Gas). To include your transaction on-chain, Solana requires network fees; Zap advances SOL so the flow is gasless for you. We charge a Dynamic Network Fee in USDC to cover expected network and operational costs, and because on-chain conditions vary in real time, this fee is an estimate—not a precise reflection of the SOL ultimately consumed and may be adjusted to reflect prevailing conditions.

6.4 How You Pay. Fees are displayed in-app when practicable and are collected in USDC. By authorizing a trade, you authorize Zap (and/or our payment partners) to collect USDC fees and to convert and pay the related SOL costs on your behalf.

6.5 Other Fees. Third parties (e.g., DEXs, onramps/offramps) may impose additional fees, spreads, or charges. We do not control and may not disclose those amounts in advance.

6.6 Changes. We may change any fee—except the Base Service Fee rate stated above—at any time to reflect network or market conditions, with or without notice. For clarity, the Base Service Fee is currently 0.75%, and any change to that rate will be communicated as required by law.

6.7 No Liability for Conditions. Prices, fees, slippage, rent requirements, and network conditions can change rapidly. You are responsible for the costs of your transactions, and we are not liable for failures, delays, or re-submissions due to changing network conditions.

7. Taxes

You are solely responsible for all taxes, duties, and reporting obligations arising from your use of the Services and your digital asset transactions. We do not calculate, collect, report, or remit taxes on your behalf.

8. Acceptable Use & Market Integrity

You agree not to, and will not permit anyone to:

Violate any law or regulation (including sanctions, AML/CFT, export, or securities laws).
Use the Services for illicit purposes (e.g., money laundering, terrorist financing).
Engage in market manipulation or abusive trading (e.g., wash trades, spoofing, layering, front-running, pump-and-dump schemes, self-trading, quote stuffing).
Access or probe non-public areas, circumvent security or geoblocking, or use bots/scrapers except as expressly authorized.
Introduce malware or interfere with network stability or performance.
Harvest or misuse other users' data.
Impersonate any person or entity, or misrepresent your affiliation.
Use the Services in Restricted Jurisdictions or for the benefit of Restricted Persons.
Infringe intellectual property or other rights.

We may monitor, investigate, suspend, or terminate access to protect users, comply with law, or safeguard the Services.

9. Risk Disclosures (Please Read Carefully)

9.1 Self-Custody & Irreversibility. Digital asset transactions are final when confirmed on-chain. We cannot reverse, cancel, or modify transactions you authorize. Losing your keys or access to your email account to recover your keys can result in permanent loss of assets.

9.2 Protocol & Smart Contract Risk. Protocols, smart contracts, and bridges may contain bugs, vulnerabilities, or economic exploits. Projects can change parameters, pause, or fail without notice.

9.3 Market & Liquidity Risk. Prices of digital assets (including memecoins) are highly volatile and speculative. Liquidity can evaporate suddenly; you may be unable to sell at desired prices—or at all.

9.4 Project & Counterparty Risk. Token issuers or promoters may engage in "rug pulls," exit scams, or misleading practices. Social media, websites, or liquidity can disappear without warning. Zap does not verify teams or promises and does not monitor projects for fraud.

9.5 Network & Operational Risk. Blockchains and RPC providers can experience congestion, outages, reorgs, or other failures. Fees and rent requirements can change. Transactions may be dropped, delayed, or replaced.

9.6 Regulatory Risk. Digital asset laws and policies are evolving and may materially affect your assets or your ability to use the Services.

9.7 Data & Analytics. Any analytics, charts, labels, or badges in the app may rely on third-party data and may be inaccurate, incomplete, delayed, or wrong. They are provided for informational purposes only.

You acknowledge these risks and accept full responsibility for all decisions and outcomes.

10. No Advisory or Fiduciary Relationship

Zap is not your advisor, agent, fiduciary, or custodian. We do not provide investment, legal, tax, or accounting advice. You should obtain professional advice and make independent decisions.

11. Promotions & Referral Programs

From time to time, we may offer promotions, airdrops, or referral programs (collectively, "Promotions"). Promotions are subject to additional terms disclosed at the time of the offer. We may modify, suspend, or discontinue any Promotion at any time and determine eligibility in our sole discretion.

12. Intellectual Property; License; Open Source

12.1 Our Materials. The Services (including software, text, graphics, logos, and other content) are owned by Zap or its licensors and are protected by intellectual property laws. We grant you a limited, revocable, non-exclusive, non-transferable license to use the Services for your personal (or internal business) purposes in accordance with these Terms.

12.2 App Store Terms. Your use of the mobile app is also subject to the rules of the platform from which you obtained it (e.g., Apple App Store or Google Play). Those platforms are third-party beneficiaries of these Terms with respect to the app license.

12.3 Open Source. The Services may include components governed by open-source licenses. Your rights with respect to those components are defined by the applicable licenses. On request, we will provide the requisite notices and source code if required.

12.4 Trademarks. "Zap," our logos, and our product/service names are trademarks of Ord.io. You may not use them without our prior written permission.

13. Feedback

If you provide ideas, suggestions, or other feedback ("Feedback"), you grant Zap a perpetual, irrevocable, royalty-free, worldwide license to use, copy, modify, create derivative works from, and exploit the Feedback for any purpose, without restriction or attribution.

14. Stablecoins; Bridged and Wrapped Assets

14.1 USDC and Stablecoin Risk. Certain features of the Services allow you to hold cash balances or pay fees in USD Coin ("USDC"), which is a third-party issued stablecoin designed to maintain a 1:1 peg with the U.S. dollar. Your cash balance is held fully in USDC. USDC is issued, governed, and redeemed solely by Circle or its affiliates, and not by Zap. While USDC is marketed as fully collateralized, Zap does not issue, redeem, or guarantee USDC, nor do we control the reserves, governance, or redemption process of Circle. You acknowledge and agree that:

Zap is not liable for any loss arising from depegging, insolvency, reserve shortfalls, regulatory action, or operational failure of Circle or any other stablecoin issuer.
The value of USDC may fluctuate and can trade below $1.00. In the event of a depegging or failure of the stablecoin issuer, you may lose all or part of your USDC balance.
Your use of USDC is at your sole risk, and Zap disclaims any and all responsibility for the performance, redemption, or stability of USDC or any other stablecoin.

14.2 Bridged and Wrapped Assets. The Services may support tokens on Solana that are bridged, wrapped, or otherwise represented 1:1 with assets native to other blockchains. These Solana-based representations rely on third-party bridging protocols, custodians, or wrapper providers to hold the original asset and issue the synthetic representation. You acknowledge and agree that:

Zap does not operate or control bridging or wrapping protocols and does not custody the underlying assets backing bridged or wrapped tokens.
In the event of a hack, exploit, insolvency, or failure of a bridging or wrapping provider, your wrapped or bridged tokens on Solana may lose value, become unredeemable, or otherwise fail to maintain parity with the underlying asset.
Zap makes no representation that bridged or wrapped tokens will always remain redeemable, liquid, or properly collateralized.
You bear all risk of loss associated with bridged or wrapped assets, and Zap shall not be liable for any damages, losses, or liabilities related to their performance, redemption, or failure.

14.3 No Guarantee. You understand and agree that Zap provides only an interface to such assets and does not guarantee their security, redeemability, value, or continued existence. Your decision to hold or trade stablecoins, bridged tokens, or wrapped tokens through the Services is made entirely at your own risk.

15. Privacy

Our collection and use of personal information is described in our Privacy Policy. By using the Services, you consent to our privacy practices.

16. Suspension & Termination

We may suspend or terminate your access to some or all of the Services at any time, with or without notice, including for suspected violations of law or these Terms, risk concerns, or requests from authorities. You may stop using the Services at any time. Certain provisions of these Terms survive termination (see Section 22.7).

17. Disclaimers

THE SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE." To the fullest extent permitted by law, Zap disclaims all warranties, express or implied, including merchantability, fitness for a particular purpose, title, non-infringement, and any warranties arising from course of dealing or usage. We do not warrant that the Services will be uninterrupted, secure, or error-free, or that data will be accurate or timely.

Zap is not responsible for: (a) Third-Party Services; (b) blockchain or network events; (c) market or price movements; (d) token project actions or omissions; (e) the security of your devices, wallets, or keys; (f) losses caused by scams, exploits, or malicious code; or (g) any taxes or reporting obligations.

18. Limitations of Liability

18.1 No Indirect Damages. To the fullest extent permitted by law, Zap will not be liable for any indirect, incidental, special, consequential, exemplary, or punitive damages; loss of profits, revenue, goodwill, or data; business interruption; or substitute goods/services, even if advised of the possibility.

18.2 Specific Risks. Without limiting the foregoing, Zap is not liable for losses arising from rug pulls, exit scams, project abandonment, liquidity removal, smart-contract vulnerabilities, market manipulation, honeypot contracts, token transfer restrictions, sudden price collapses, inability to sell or transfer, RPC outages, or validator/network failures.

18.3 Cap. To the fullest extent permitted by law, Zap's aggregate liability for all claims relating to the Services will not exceed the greater of (a) USD $100 or (b) the total Base Service Fees you paid to Zap in the 12 months preceding the event giving rise to liability.

18.4 Jurisdictional Limits. Some jurisdictions do not allow certain limitations; some of the above may not apply to you.

19. Indemnification

You will defend, indemnify, and hold harmless Zap and its affiliates, officers, directors, employees, agents, and licensors ("Zap Parties") from and against any claim, liability, damages, losses, and expenses (including reasonable attorneys' fees) arising from or related to: (a) your use of the Services; (b) your violation of these Terms or law; (c) your content or feedback; (d) your transactions; or (e) your misuse of Third-Party Services.

20. Communications; E-Sign Consent

You consent to receiving communications from us electronically and agree that all agreements, notices, disclosures, and other communications we provide electronically satisfy any legal requirement that such communications be in writing (subject to non-waivable rights under applicable law).

21. Time Limit to Bring Claims

Any claim arising out of or related to the Services or these Terms must be filed within one (1) year after the claim accrues; otherwise, that claim is permanently barred.

22. Governing Law; Arbitration; Class Action Waiver (Delaware)

22.1 Governing Law. These Terms and any dispute or claim arising out of or relating to them are governed by the laws of the State of Delaware, without regard to conflict-of-laws principles, and by applicable U.S. federal law.

22.2 Agreement to Arbitrate. Except for claims that may be brought in small-claims court and claims for injunctive or equitable relief relating to intellectual property or unauthorized use of the Services, any dispute, claim, or controversy arising out of or relating to these Terms or the Services (collectively, "Disputes") will be resolved exclusively by binding arbitration administered by the American Arbitration Association (AAA) under its Consumer Arbitration Rules then in effect.

22.3 Location & Manner. The seat of arbitration is Delaware. Hearings may be conducted in Wilmington, Delaware, or by video conference, at the arbitrator's discretion. Proceedings will be in English. The arbitrator's award will be final and binding and may be entered as a judgment in any court of competent jurisdiction.

22.4 Class Action & Jury Waiver. You and Zap agree to arbitrate on an individual basis only. CLASS, COLLECTIVE, OR REPRESENTATIVE ACTIONS ARE NOT PERMITTED. YOU AND ZAP WAIVE THE RIGHT TO A JURY TRIAL.

22.5 30-Day Opt-Out. You may opt out of arbitration by sending a written notice with your name, the email associated with your account, and a clear statement that you wish to opt out to legal@zap.app (or the address we provide) within 30 days after you first accept these Terms. If you opt out, Section 22.4 (Class Action & Jury Waiver) still applies to the maximum extent permitted by law.

22.6 Court Venue for Non-Arbitrable Claims. For any claim that is not subject to arbitration, you and Zap agree to the exclusive jurisdiction and venue of the state and federal courts located in New Castle County, Delaware.

22.7 Survival. This Section 22 survives termination of the Terms and the Services.

23. International Use; Export

You are responsible for compliance with local laws where you access the Services. You may not use, export, or re-export the Services except as authorized by U.S. law and the laws of the jurisdiction in which the Services were obtained.

24. App Store Terms (Mobile Apps)

If you downloaded the app from the Apple App Store or Google Play, you acknowledge that: (a) these Terms are between you and Zap, not Apple or Google; (b) Apple or Google is not responsible for the app or its content; (c) Apple or Google has no obligation to provide maintenance or support; and (d) Apple or Google is a third-party beneficiary of these Terms with respect to the app license and may enforce them.

25. Links

Any links to third-party websites or resources are provided for convenience only. We are not responsible for the content, products, or services on or available from those resources, and you assume all risk arising from your use of them.

26. General Terms

26.1 Entire Agreement. These Terms (including any incorporated policies) are the entire agreement between you and Zap regarding the Services and supersede all prior and contemporaneous agreements.

26.2 Assignment. You may not assign or transfer these Terms without our prior written consent. We may freely assign or transfer these Terms.

26.3 Severability; Waiver. If any provision is found unenforceable, it will be limited or eliminated to the minimum extent necessary so that these Terms otherwise remain in full force. Our failure to enforce any right is not a waiver.

26.4 Force Majeure. We are not liable for delays or failures due to events beyond our reasonable control (e.g., acts of God, internet outages, labor disputes, regulatory actions, war).

26.5 Notices. We may provide notices by posting within the Services, sending email, or by other reasonable means. You may contact us at support@zap.app (or another address we may publish). If a physical mailing address is required for notices, we will provide one upon request.

27. Definitions

Base Service Fee: Zap's fee equal to 0.75% of each trade routed through the Services.
Dynamic Network Fee: A variable USDC fee charged by Zap to cover the SOL gas we advance to submit your transaction under then-current Solana network conditions.
Dynamic Rent Fee: A variable USDC fee charged by Zap when the Solana network requires rent to initialize or maintain a new token account for a token you have not previously held.
Digital Assets: Cryptocurrencies, cryptoassets, tokens (including entertainment-oriented "memecoins"), and other blockchain-based assets.
Third-Party Services: Any non-Zap services, protocols, smart contracts, data sources, wallets, or applications that you may access or use through or alongside the Services.
Wallet: A software or embedded wallet product that allows you to self-custody digital assets and sign transactions using your private keys.

Contact

For product support and account questions, email support@zap.app.

For legal notices (including arbitration opt-out under Section 22.5), email legal@zap.app with your full name, the email associated with your account, and a clear description of your request. If a physical mailing address is required under applicable law, contact legal@zap.app to obtain the current notice address.