Terms of Use

These Terms of Use ("Terms") constitute a legally binding agreement between you and Guzzi Management Co. Inc. ("Company," "we," "us," or "our"), a Wyoming corporation, governing your access to and use of the ZCAP ecosystem, including Zion Capital (zcap.zionassets.com), Zion Assets (zionassets.com), the ZCAP token, and all associated tools, features, APIs, and content (collectively, the "Services").

BY ACCESSING OR USING OUR SERVICES, YOU AGREE TO BE BOUND BY THESE TERMS. IF YOU DO NOT AGREE, DO NOT ACCESS OR USE THE SERVICES. You must be at least 18 years of age and have the legal capacity to enter into binding agreements in your jurisdiction.

Our Services are not available to all users globally. By using our Services, you represent and warrant that:

• You are at least 18 years of age • You are not located in, incorporated in, or a resident of the United States of America • You are not located in any jurisdiction where use of our Services would be unlawful • You are not subject to U.S. economic sanctions or on any prohibited persons list • You are accessing the Services for your own account and not on behalf of a restricted person

UNITED STATES USERS: The following features are NOT available to U.S. residents or persons accessing from within the United States: ZCAP token presale or private sale participation, the ZCAP automated trading tools and any features that may constitute securities, commodities, or financial instruments under U.S. law.

These restrictions exist because Guzzi Management Co. Inc. has not registered these features with the U.S. Securities and Exchange Commission (SEC), the Commodity Futures Trading Commission (CFTC), or any U.S. state regulatory body. We are not providing investment advice, financial advice, or any regulated financial services to U.S. persons.

We reserve the right to implement geographic blocking and other technical measures to enforce these restrictions.

ZCAP is a utility token on the Solana blockchain (token address: 7mi62VCjcUMgUHJUKjeaL2WmGNniMgiXSVzbTU1FYpww). It is designed to provide access to features within the Zion Capital ecosystem.

ZCAP IS NOT AN INVESTMENT PRODUCT. The ZCAP token is not a security, share, bond, unit in a collective investment scheme, or any other regulated financial instrument. Purchasing or holding ZCAP does not: entitle you to any ownership in Guzzi Management Co. Inc., Zion Assets LLC, or any related entity; entitle you to dividends, profits, or revenue sharing; represent a debt obligation of any kind; or guarantee any return on investment.

The ZCAP token provides utility access to the Zion Capital platform features only. Its market value may fluctuate significantly and you may lose the entire value of your token holdings. This is not financial advice.

Access to premium features within the Zion Capital platform is gated by ZCAP token holdings verified on-chain at time of access.

Current access tiers (subject to change): • Standard Access: holding any ZCAP tokens • VIP Access: holding 2,500 or more ZCAP tokens — unlocks the Sniper Bot, advanced signals, and premium features

We reserve the right to modify access tier requirements at any time. Token balance is verified in real time via Solana blockchain data. We do not custody, hold, or control your ZCAP tokens at any time.

Trial Access: We may offer temporary trial access to VIP features. Trial access does not guarantee continued access and may be revoked at any time.

No Refunds: Access to features is contingent on maintaining the required token balance. If your balance falls below the threshold, access will be automatically suspended. We are not responsible for any loss of access resulting from token price changes, sales, or transfers.

The ZCAP Sniper Bot and associated trading tools ("Trading Tools") are provided as informational and technical utilities only. By using the Trading Tools you acknowledge and agree that:

5.1 Non-Custodial: We never hold, control, or have access to your funds. All transactions are executed by your wallet. You maintain sole custody and control of your assets at all times.

5.2 User Execution: All trades are initiated and signed by your own connected wallet. You are solely responsible for every transaction you authorize. We do not execute trades on your behalf without your explicit wallet signature.

5.3 Automated Features: Take-profit and stop-loss order monitoring features operate on a best-efforts basis. We do not guarantee execution at specified price levels due to price volatility, network congestion, liquidity constraints, or technical failures.

5.4 No Financial Advice: Nothing in the Trading Tools constitutes financial advice, investment advice, or a recommendation to buy or sell any asset. All tools are for informational and technical purposes only.

5.5 Extreme Risk: Trading newly-launched tokens and low-liquidity pools carries extreme risk including but not limited to: total loss of funds, rug pulls, smart contract exploits, liquidity removal, price manipulation, and transaction failures. You may lose 100% of any funds used.

5.6 Third-Party Services: The Trading Tools interact with third-party decentralized exchanges including Jupiter Aggregator. We are not responsible for the operation, availability, or security of these third-party services.

Capitol Signals, Alpha Signals, and other intelligence features ("Signals") provided through the Zion Capital platform are informational content only.

Signals are NOT: financial advice; investment recommendations; solicitations to buy or sell any asset; guaranteed predictions of market movements; or regulated financial research or analysis.

Signals represent the views and analysis of our team at a specific point in time and may be inaccurate, incomplete, or outdated. Markets are highly volatile. Past performance of any signal does not guarantee future results. You should conduct your own independent research before making any financial decision.

Signals are provided exclusively to eligible non-U.S. users with appropriate VIP token holdings.

All content, software, design, trademarks, and intellectual property on our platforms are owned by or licensed to Guzzi Management Co. Inc. This includes but is not limited to: the ZCAP brand, Zion Capital brand, Zion Assets brand, platform code and architecture, signal methodologies and algorithms, and documentation.

You are granted a limited, non-exclusive, non-transferable, revocable license to access and use our Services for personal, non-commercial purposes only. You may not: reproduce, copy, or redistribute any content without written permission; reverse engineer, decompile, or attempt to extract source code; use our brand assets without written authorization; or create competing products based on our platform.

You agree not to: use the Services to facilitate market manipulation, wash trading, or any fraudulent activity; attempt to circumvent geographic restrictions or access controls; use automated bots or scrapers against our platform (except for features we explicitly provide); submit false or misleading information; impersonate any person or entity; violate any applicable law or regulation; attempt to gain unauthorized access to our systems; use the Services in a manner that could damage, disable, or impair our infrastructure; or use the Services for money laundering or financing of any illegal activity.

Violation of these prohibitions may result in immediate termination of access and may be reported to relevant authorities.

SERVICES PROVIDED "AS IS": Our Services are provided without warranty of any kind. We expressly disclaim all warranties, express or implied, including but not limited to implied warranties of merchantability, fitness for a particular purpose, and non-infringement.

BLOCKCHAIN RISKS: Blockchain technology and digital assets carry inherent risks including: smart contract vulnerabilities and exploits, network congestion and failed transactions, permanent loss of funds due to user error, regulatory changes that may affect asset value or legality, and technology failures or outages.

TRADING RISKS: Cryptocurrency and token trading involves substantial risk of loss. You should only trade with funds you can afford to lose entirely. Price volatility, lack of regulation, and market manipulation are inherent risks. New token launches carry extreme risk including rug pulls and scams.

THIRD-PARTY RISK: We integrate with third-party services including Solana blockchain, Jupiter Aggregator, Helius RPC, DexScreener, and others. We are not responsible for failures, outages, or adverse outcomes caused by these third parties.

NO FINANCIAL ADVICE: Nothing on our platforms constitutes financial, investment, tax, or legal advice. Always conduct your own due diligence and consult qualified professionals.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, GUZZI MANAGEMENT CO. INC., ZION ASSETS LLC, ZION CAPITAL, AND THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AND AGENTS SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS, LOSS OF DATA, LOSS OF DIGITAL ASSETS, OR BUSINESS INTERRUPTION.

OUR TOTAL LIABILITY TO YOU FOR ANY CLAIM ARISING FROM OR RELATING TO THESE TERMS OR OUR SERVICES SHALL NOT EXCEED THE GREATER OF: (A) THE AMOUNT YOU PAID US IN THE 12 MONTHS PRECEDING THE CLAIM, OR (B) ONE HUNDRED U.S. DOLLARS ($100.00).

Some jurisdictions do not allow the exclusion of certain warranties or limitation of liability, so some of the above limitations may not apply to you.

You agree to defend, indemnify, and hold harmless Guzzi Management Co. Inc., Zion Assets LLC, Zion Capital, and their officers, directors, employees, agents, and licensors from and against any claims, damages, costs, liabilities, and expenses (including reasonable attorneys' fees) arising from or relating to your use of the Services, your violation of these Terms, your violation of any applicable law, or your infringement of any third-party rights.

PLEASE READ THIS SECTION CAREFULLY. IT AFFECTS YOUR LEGAL RIGHTS.

Informal Resolution: Before initiating any formal proceeding, you agree to attempt to resolve disputes by contacting us at legal@zionassets.com. We will make good faith efforts to resolve the matter within 30 days.

Binding Arbitration: If informal resolution fails, any dispute, claim, or controversy arising from or relating to these Terms or our Services shall be resolved by binding individual arbitration under the rules of the American Arbitration Association (AAA), except that either party may seek injunctive relief in a court of competent jurisdiction.

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

Governing Law: These Terms are governed by the laws of the State of Wyoming, without regard to conflict of law principles.

Venue: Any arbitration shall take place in Wyoming, or via remote proceedings.

We reserve the right to suspend or terminate your access to the Services at any time, with or without notice, for any reason including but not limited to violation of these Terms, fraudulent or abusive conduct, or legal or regulatory requirements. Upon termination, all licenses granted to you immediately cease. Provisions that by their nature should survive termination will survive, including disclaimers, limitations of liability, and dispute resolution.

We may modify these Terms at any time. The "Last Updated" date reflects the most recent revision. Material changes will be announced via platform notifications. Your continued use of the Services after changes take effect constitutes acceptance of the revised Terms. If you do not agree to revised Terms, you must discontinue use of the Services.

For legal inquiries, terms-related questions, or compliance matters:

Guzzi Management Co. Inc. Operating as: Zion Assets LLC / Zion Capital Legal: legal@zionassets.com Privacy: privacy@zionassets.com General: hello@zionassets.com Website: https://zionassets.com