VERSION 1.0
Last Revised: 05.06.2026
These Terms of Use (the “Terms”) apply to
We may use the term “Zay Platform” in order to describe the Website and the App together.
The Website is the official website of Zay Me LLC-FZ, license number 456643353, address Meydan Grandstand, 6th floor, Sheba, Dubai, UAE (hereinafter referred to as the “Company” or “Zay”).
By accessing or using Zay Platform and any services made available through the Zay Platform and affiliated websites, as described further in these Terms, (collectively, the “Services”), you (“User” and collectively with others using Zay Platform “Users”) agree without any modifications to be bound by these Terms.
The App is provided by the Company, and the terms “we,” “us,” and “our” refer to this legal entity.
These Terms affect your legal rights and obligations, including your right to file a lawsuit in court. If you disagree to be bound by these Terms, do not access or use the Services.
The information made available on Zay Platform may be altered or removed at any time without prior notice. The Company reserves the right to change or modify the terms and conditions contained in these Terms, including but not limited to any policy or guideline of Zay Platform, at any time and from time to time at its sole discretion (to the maximum extent permitted by applicable UAE consumer protection law) without your prior consent.
Subject to applicable law, the method of notification will be left to the Company’s sole discretion. Using a particular form of notice in some instances does not obligate us to use the same form in other instances unless the Company is duty-bound to do so under any applicable law. Any changes or modifications will be effective immediately upon posting the revisions on the Website (changing the “Last Revised” date at the top of the Terms) or at the instant that the Company transmits the information to the Users (e.g. via email). These changes will apply at that instant to all then current and subsequent users of the Website and/or the App. Your continued use of Zay Platform acts as acceptance of such changes or modifications. If you do not agree to the Terms in effect when you access or use Zay Platform, you must stop using it.
If any provision of these Terms is found by a court of competent jurisdiction to be invalid, unlawful, or unenforceable, that provision shall be deemed modified to the minimum extent necessary to make it enforceable. If modification is not possible, the relevant provision shall be deemed deleted. Such invalidity shall not affect the remaining provisions of these Terms.
The Company provides the App which allows the users to:
Application for Card also implies creation of the Card Wallet (technical services to provide end-to-end solutions based on blockchain and smart contracts to allow the User to make payment using the Card). Such Card Wallet is integrated into the App and provided by Kulipa and/or Argent Labs Limited, a company registered in England under company registration number 11093638 as engaged by Kulipa.
Kulipa may involve other regulated partners, payment service providers, e-money institutions, virtual (crypto) asset service providers or Wallet technologies in order to provide payment services, e-money services, or self-custodial wallets.
Card Wallet and Privy Wallet are together referred to as “Wallet” under these Terms.
The User acknowledges and agrees that the User is familiar with and agrees and accepts the applicable Cardholder Terms, Kulipa Terms and Conditions and Privy Terms of Services (including as updated or substituted from time to time). You are independently responsible for reviewing those third-party terms periodically. Your continued use of the App following any update to third-party terms constitutes your acceptance of those updated terms.
You agree to use the Services only for the purposes that are permitted by the Terms and any applicable laws, regulations or generally accepted practices or guidelines in the relevant jurisdictions.
The App provides a software interface enabling the User to order, manage, and use a Card to spend supported Digital Assets (means blockchain-based tokens, stablecoins, and payment tokens supported by the self-custodial Wallet, as for this version of the Terms the supported Digital Assets include “USDC on Base”) held within the Wallet. The issuance and use of the Card are subject to the following cumulative conditions:
Card issuance is subject to Kulipa’s and/or the Financial Partner’s approval and to the satisfaction of all identity, compliance, and eligibility requirements. Card Issuer reserves the right, in its sole discretion or at Kulipa’s direction, to decline a Card application without providing reasons, subject to any disclosure obligations under applicable laws.
Each User may hold only one account on the App at any time. Creating multiple accounts is prohibited and may result in the suspension of all associated accounts and the reporting of the relevant User to appropriate regulatory authorities.
When a User makes a purchase using the Card, all aspects of transaction processing and settlement are handled exclusively by any Financial Partner involved and engaged by Kulipa and other card acquiring providers and the applicable card network. Zay has no role in, and accepts no responsibility for, the authorisation, execution, settlement, or failure of any Card transaction, nor for the conversion of Digital Assets into fiat currency in connection with any such transaction.
For transparency, in order to make the Card transaction it might be required to convert sufficient Digital Assets into fiat currency at Kulipa’s or the relevant Financial Partner’s prevailing exchange rate to cover the transaction amount; your acceptance of these Terms imply the acceptance of such exchange rates. The User acknowledges that the Card Wallet balance may change later (at the end of the relevant business day).
By accepting these Terms, you authorise Kulipa or the relevant Financial Partner to execute that automated signing and conversion on your behalf without requiring your manual approval for each individual Card transaction, provided the transaction falls within your authorised parameters. The applicable exchange rate, any conversion fees, and the terms governing settlement are determined solely by Kulipa or the relevant Financial Partner and are subject to Kulipa’s or the relevant Financial Partner’s own terms and conditions, which you are separately required to accept. Zay makes no representation as to the rate applied, the outcome of any transaction, or the availability of the off-ramp mechanism at any given time.
The User also acknowledges that the Card Issuer, Card Network and Kulipa may impose daily, weekly, or monthly limits on the value of transactions, Card spend, withdrawals. These limits may vary depending on the level of KYC completed and the User’s risk classification.
To facilitate the submission of on-chain transactions from the App to the blockchain, Zay integrates with third-party infrastructure providers, currently including Alchemy and Pimlico, which act as bundler and paymaster services compatible with the ERC-4337 account abstraction standard. These providers are responsible for technical facilitation of the transactions originating from your smart wallet to the relevant blockchain network. Zay does not guarantee the continuous availability of any specific infrastructure provider and reserves the right to substitute or supplement these providers at any time without prior notice, provided that any such change does not materially affect your ability to access your Wallet or Digital Assets. The use of these providers does not affect the non-custodial nature of your Wallet: neither Alchemy, Pimlico, nor any other infrastructure provider has custody of or access to your private key or Digital Assets.
You may be subject to fees charged by Kulipa and/or Card Issuer (including Card scheme interchange fees and foreign exchange fees), Privy, or blockchain networks. Zay will endeavour to disclose estimated third-party fees where they are known in advance, but such fees are outside Zay’s control and might be subject to change without notice.
The user acknowledges that Zay may cover at its own expense and discretion the network transaction fees (gas fees) associated with “Send” transactions initiated through the App (using a paymaster service integrated into the App’s infrastructure). Zay reserves the right to charge additional transaction fees, in such a case, Zay will put its best efforts to notify the Users (including via the interface of the App) and will publish the Fee Schedule (or any document of the similar nature) on the Website.
The User acknowledges and agrees that the Services provided by Zay via App are not financial/payment or virtual asset services. Zay is not a bank, electronic money institution, payment institution, or financial services firm. The Company does not issue the Card, does not act as a payment services provider, e-money institution, does not execute currency conversions, and does not hold fiat currency or electronic money balances. The mentioned services are provided by the third parties mentioned above in these Terms.
The User’s sole contractual recourse for any failed, unauthorized, or disputed card transactions, chargebacks, or e-money balance errors lies against the Card Issuer under the Cardholder Terms. Through the App’s interface, the User may request Card functions such as freezing, unfreezing, or revoking the Card. The Company acts solely as a technical conduit to transmit these instructions to the Kulipa Infrastructure and the Card Issuer. The Company shall not be liable if the Card Issuer or Kulipa fails to execute, or delays in executing, a freeze or revocation request.
Zay neither provides virtual assets services, nor holds itself out as virtual asset service provider, Zay does not hold or has any access to the private (cryptographic) keys (or key shards) or retains any control over or access to the Wallet or any Digital Assets (stablecoins/payment tokens) deposited by the User on the Wallet. The Company does not hold, manage, or take custody/storage of any assets (stablecoins, payment tokens or any type of cryptoasset or fiat funds in any currency) on behalf of the User or any other party. Zay does not issue, distribute, or provide exchange services for payment tokens or stablecoins. Digital Assets accessible through the App are managed exclusively by the User or exchanged via Kulipa or the relevant Financial Partner, or any other regulated partner engaged by Kulipa under their own regulatory frameworks.
The Users agrees that the Company only provides the technology/connection with the relevant service providers (including provision of updates to the technology, and support to address any technical issues with the technology) which enables the User to, among others, safeguard or safeguard and administer its own Digital Assets or the cryptographic keys for such Digital Assets or the Wallet in which they are held, or to transfer such Digital Assets on their own behalf.
Zay does not hold, store, manage, or have access to your private keys, recovery phrases, or cryptographic credentials at any time. Your Wallet infrastructure operates on a non-custodial basis: Zay provides the interface through which you interact with the underlying wallet technology, but has no ability to access, freeze, transfer, or recover any Digital Assets held within your Wallet or to restore access to it on your behalf.
The Company cannot recover, restore, or assist in retrieving keys or Digital Assets. Transactions executed on a blockchain are irreversible once confirmed. Zay accepts no liability for incorrect transactions initiated by you or by any person who gains access to your self-custody Wallet. The availability, speed, and cost of blockchain transactions are subject to network conditions outside Zay’s control. Zay does not guarantee transaction finality times or gas costs.
Your embedded Privy Wallet generates and holds a private key that acts as the cryptographic signer for your Wallet. You may export this private key at any time either through the Private Key section of the App or directly via the Privy portal at https://home.privy.io/. You are solely and exclusively responsible for the secure storage and management of any exported private key. If you choose to continue using your Wallet independently, additional compatible account abstraction infrastructure may be required, including a bundler/paymaster provider (such as Pimlico or another compatible provider).
You are solely responsible for determining and fulfilling any tax obligations (including reporting and payment) arising from your use of the Services, Digital Assets or Card transactions, and any gains realised through the exchange transactions. Zay does not provide tax advice.
You acknowledge that Digital Assets are highly volatile and speculative assets. The value of any Digital Assets may fall to zero. Digital Assets may be subject to adverse regulatory developments in any jurisdiction. Past performance of any Digital Asset is not indicative of future performance. Zay accepts no responsibility for losses arising from the volatility or depreciation of any Digital Assets.
The Website and/or the App are provided “as is” and the Company makes no warranty or representation to the User with respect to them. In particular, the Company does not represent or warrant that (a) the App will meet the requirements of the User; (b) the use of the App will be uninterrupted, timely, secure or free from error; (c) any information obtained by you as a result of your use of the App will be accurate or reliable, and (d) that defects in the operation or functionality of any software provided to you as part of the App will be corrected.
The User agrees to indemnify and hold harmless the Company, its directors, officers, employees, agents, and affiliates from and against any and all losses, costs, liabilities, expenses, damages, or legal fees arising out of, or in connection with the User’s breach of these Terms and Conditions or the terms of any integrated third-party service provider (including Privy, Kulipa, or the Card Issuer).
You must be at least 18 years of age and of legal age of the jurisdiction of your residence to use the App and the Services described herein. By registering for an account, you represent and warrant that you are at least 18 years old and have the legal capacity to enter into these Terms. Zay reserves the right to terminate any relations where it has reasonable grounds to believe the User is under the age of 18.
The User represents, warrants, and covenants that the App and specifically the Wallet shall be used in strict compliance with all applicable laws of, as the case may be, the United Kingdom, Lithuania, the UAE, as well as the laws of the jurisdiction in which the User resides. You represent and warrant that all information and documentation submitted as part of the KYC process is genuine, accurate, unaltered, and relates to you personally. Submission of forged, manipulated, or third-party identity documents is a serious criminal offence and will be reported to the relevant authorities.
The User must not utilize the App to:
A non-exhaustive list of restricted territories will be maintained and updated at the Website.
By using the App and the Services and each time you initiate a transaction, you represent and warrant to Zay, Kulipa and the Card Issuer as follows:
The relevant Financial Partner and Kulipa reserve the right to conduct ongoing monitoring of your transactions, and to request additional information or documentation at any time in order to fulfil their legal obligations. If you fail to provide such information within a reasonable time, Zay may suspend or terminate your account and, where required by law, a suspicious activity might be reported. Transactions that trigger compliance alerts may be delayed, blocked, or reversed pending review. The User acknowledges and agrees that the User’s Account or Card might be frozen or blocked in connection with an AML/CFT investigation without prior notice where required by law or where notice would constitute “tipping off” under applicable legislation.
You are responsible for maintaining the confidentiality and security of your account credentials used in the App, including but not limited to the biometric authentication data, and any security questions associated with your account. You must:
Zay accepts no liability for losses arising from your failure to safeguard your account credentials.
The transmission of data or information over the Internet or other publicly accessible networks may not always be secure and is subject to possible loss, interception, or alteration while in transit. Accordingly, the Company does not assume any liability for any loss or damage you may experience or costs you may incur as a result of any transmissions over the Internet or other publicly accessible networks, including but not limited to transmissions involving Zay Platform or email with the Company containing your personal information. While the Company will make all commercially reasonable efforts to safeguard the privacy of the information you provide to the Company and will treat such information in accordance with the Company’s Privacy Policy.
All information, data and content of a graphic nature, any other subject matter recognized as intellectual property under any applicable laws available on Zay Platform is the property of the Company and its related entities or affiliates, partners, counterparties or subproviders. You may not copy, duplicate, print or circulate the information on Zay Platform without our prior written consent.
The Company grants you a non-transferable, non-sublicensable, non-exclusive, revocable, limited-purpose right to use Zay Platform, solely for personal, non-commercial purposes. You shall have no right to resell or otherwise distribute any content of Zay Platform.
As between you and the Company, you own the content and information that you submit to Zay Platform, and you are only granting the Company and our affiliates the following non-exclusive license:
A worldwide, transferable and sublicensable right to use, copy, modify, distribute (including for the purposes of monetizing or facilitating our Services), publish, create derivative works and process, information and content that you provide through our Website and/or the App without any further consent, notice or compensation to you or others. These rights are limited in the following ways:
Any other use of Zay Platform is expressly prohibited.
You will not copy, transmit, distribute, sell, resell, license, decompile, reverse engineer, disassemble, modify, publish, participate in the transfer or sale of, create derivative works from, perform, display, incorporate into another website, or in any other way exploit any of the content of Zay Platform or any derivative works thereof, in whole or in part for commercial purposes. Without limiting the foregoing, you will not frame or display Zay Platform or their content (or any portion thereof) as part of any other website or any other work of authorship without the prior written permission of the Company.
If you violate any portion of these Terms, your permission to access and use Zay Platform may be suspended and/or terminated immediately pursuant to these Terms. In addition, we reserve the right to avail ourselves of all remedies available at law for any such violation. [Trademarks and all logos related to the Services or displayed on Zay Platform are either trademarks or registered marks of the Company].
You may not copy, imitate or use them without the Company’s prior written consent. You will not, nor will you authorize or encourage any third party to
(i) use the Services to upload, transmit or otherwise distribute any content that is unlawful, defamatory, harassing, abusive, fraudulent, obscene, contains viruses, or is otherwise objectionable as reasonably determined by the Company;
(ii) use any robot, spider, other automated devices, or manual process to monitor or copy any content from the Services.
If you make other use of the Services, or the content, code, data or materials thereon, except as otherwise provided above, you may violate copyright and other intellectual property rights and may be subject to liability for such unauthorized use. The Company will enforce its intellectual property rights to the fullest extent of the law, including seeking criminal prosecution.
You agree that any ideas, suggestions, concepts, processes or techniques which you provide to the Company related to Zay Platform, the Services (the “Feedback”) are and will be the Company’s exclusive property without any compensation or other consideration payable to you by the Company. The Company may or may not, in its sole discretion, use or incorporate the Feedback in whatever form or derivative the Company may decide into the Services, the Website, the App, its software, documentation, business or other products or services, or any future versions or derivatives of the foregoing. You hereby assign all rights on a worldwide basis in perpetuity to the Company in any Feedback and, as applicable, waive any moral rights.
The Company, its affiliates, partners, counterparties or service providers may provide third-party content on Zay Platform and may provide links to web pages and content that are not owned or controlled by the Company (collectively the “Third Party Content”) as a service to those interested in this information. The Company does not control, endorse, or adopt any Third Party Content and makes no representation or warranties of any kind regarding the Third Party Content, including but not limited to its accuracy or completeness. You acknowledge and agree that the Company is not responsible or liable in any manner for any Third Party Content and undertakes no responsibility to update or review any Third-Party Content. You acknowledge that your use of such Third Party Content is at your own risk. Your business dealings or correspondence with, or participation in promotions of, any third parties, and any terms, conditions, warranties, or representations associated with such dealings or promotions, are solely between you and such third parties. The Company is not responsible or liable for any loss or damage incurred as the result of any such dealings or promotions or as the result of the presence of such Third Party Content on Zay Platform.
The Company processes your personal data in accordance with its Privacy Policy, available at and incorporated into these Terms by reference. By using the App and the Services, you acknowledge that you have read and understood the Privacy Policy. The Company processes personal data in compliance, among others, with the UAE Federal Decree-Law No. 45 of 2021 on the Protection of Personal Data. Where Users are located in the EEA or United Kingdom, the Company also gives effect to the principles of the EU GDPR and UK GDPR on a best-efforts basis. For information on how your data is collected, used, retained, and shared, please refer to the Privacy Policy.
The User may terminate this Agreement at any time by deactivating their account and ceasing all use of the App. Deactivation of the App does not automatically terminate the User’s cardholder agreement with the Card Issuer or their Wallet arrangement with Privy, which must be terminated separately in accordance with their respective terms. Prior to closure, you must ensure that any Digital Assets in your Wallet are transferred to an external wallet address.
The Company reserves the right, without liability and in its sole discretion, to temporarily suspend, permanently restrict, or terminate the User’s access to the App if:
Upon termination of this Agreement, all licenses granted herein shall immediately cease, and the User must stop accessing the App.
The User retains their self-custodial right to access, manage, and extract their Digital Assets independently of the App through other compatible non-custodial software interfaces, in accordance with Privy’s open-source architecture and direct withdrawal mechanisms.
These terms and conditions and the content of Zay Platform are governed by and construed in accordance with the English laws. Any disputes arising out of the operation and/or use of Zay Platform shall be settled by arbitration in accordance with the Rules of Commercial Conciliation and Arbitration of the Dubai International Arbitration Centre.
If any provision of these Terms is held to be invalid, void due to contradicting law or for any reason unenforceable, such provisions shall be struck out and shall not affect the validity and enforceability of the remaining provisions.
Any dispute arising out of or related to these Terms is personal to you. You hereby agree that such dispute will not be brought as a class arbitration, class action or any other type of representative proceeding. There will be no class arbitration or arbitration in which an individual attempts to resolve a dispute as a representative of another individual or group of individuals. Further, a dispute cannot be brought as a class or other type of representative action, whether within or outside of arbitration or on behalf of any other individual or group of individuals.
The Company does not assume any liability for damages or losses related to the Website, the App, the Service. The Company also shall not be held liable for the content of hyperlinks to websites of third parties.
To the maximum extent permitted under the applicable consumer protection legislation, and except as expressly provided in these Terms, the Company disclaims all other warranties, express or implied, including any implied warranties of satisfactory quality, fitness for a particular purpose, or non-infringement.
The Company shall not be liable for any failure, delay, or disruption in the performance of the App resulting from a Force Majeure Event, which includes but is not limited to:
All of our rights and obligations under these Terms are freely assignable by us to any of our affiliates or in connection with a merger, acquisition, restructuring, or sale of assets, or by operation of law or otherwise, and we may transfer your information to any of our affiliates, successor entities, or new owner. In the event of such an assignment, these Terms will continue to govern your relationship with such a third party.
Nothing on Zay Platform constitutes investment advice, financial advice, trading advice, or any other form of professional advice. Zay does not recommend that you buy, sell, hold, or transact in any Digital Asset. All decisions relating to Digital Assets are made solely by you at your own risk.
You agree and acknowledge that all agreements, notices, disclosures and other communications that Company provided pursuant to these Terms, may be provided in electronic form. Notices sent by email are deemed received on the day of transmission (provided no delivery failure notification is received).
If you have a complaint about the App or the Services provided by Zay, please contact us at [email protected] with a written description of your complaint. Zay will acknowledge receipt within [5] business days and endeavour to resolve your complaint within [30] business days. If your complaint relates to the Card, Card Wallet, or payment services, your contractual recourse lies with the relevant Financial Partner under the Cardholder Terms; Zay will use reasonable efforts to direct your complaint to the appropriate party.
If you have any questions regarding these Terms, you are welcome to contact us by email at [email protected].