Terms of Use

These Terms and Conditions (the “Terms”) are a legally binding contract between Horizen Labs, Inc. (“HL”) and its applicable Affiliates (as defined below), including Horizen Labs Italia S.r.l. (“HL Italia”), (collectively, “Horizen,” “we,” “us” or “our”) and you.

For purposes of these Terms, “you”, “user” and “your” means you as the user of the Site, Products, and/or Services (each as defined below). If you use the Site, Products, and/or Services on behalf of a company or other entity, then “you” includes you and that entity, and you represent and warrant that (a) you are an authorized representative of the entity with the authority to bind the entity to these Terms, and (b) you agree to these Terms on the entity’s behalf.

The Terms cover the use of various products, platforms and technology that Horizen provides to you, referred to herein as “Products,” which may include but are not limited to, the website located at https://www.horizenlabs.io/ (the “Site”), Vela, and Kurier (each as defined below). As used herein “Services” refers to the services and other actions that Horizen provides to you through the Products. You may use the Products and Services solely as outlined herein.

Horizen may provide the Products and Services directly or through any Affiliate. As used herein “Affiliate” refers to any other legal entity that either directly, or indirectly through one or more intermediaries controls, is controlled by, or is under common control with a party hereto. By requesting or using specific Products and Services, you acknowledge and agree that you may be onboarded to, and enter into a direct relationship with, Horizen or one of its applicable Affiliates, depending on the nature of the Product and/or Service you access. Horizen and its Affiliates reserves the right to determine, at their sole discretion, which entity will provide relevant Products and Services to you. Where onboarding to an Affiliate is required of you, you agree to comply with any additional terms, conditions and onboarding procedures that may apply to that entity in order to access the relevant Product or Service. For purposes of this Agreement, “control” means possessing, directly or indirectly, the power to direct or cause the direction of the management, policies, or operations of an entity, whether through ownership of voting securities, by contract, or otherwise.

PLEASE READ THESE TERMS CAREFULLY AS THEY CONTAIN IMPORTANT INFORMATION AND AFFECT YOUR LEGAL RIGHTS. BY ACCESSING OR USING THE SITE, PRODUCTS, OR SERVICES, YOU AGREE TO BE BOUND BY THESE TERMS AND ALL OF THE TERMS INCORPORATED HEREIN BY REFERENCE. IF YOU DO NOT AGREE TO THESE TERMS, YOU MAY NOT ACCESS OR USE THE SITE, PRODUCTS, OR SERVICES.

Eligibility

If you are under the age of eighteen (18) or the legal age for entering legally binding contracts under applicable laws, you are not permitted to use the Site, Products, or Services. By continuing to access or use the Site, Products, or Services, you indicate that you are eighteen (18) years of age or older or have the capacity to enter legally binding contracts under applicable law where you reside and are located.

Privacy Policy

Please refer to our Privacy Policy for more details on the information that Horizen may collect, use and disclose and under what circumstances. You acknowledge and agree that your use of the Site, Products, and Services is subject to this Privacy Policy.

Informational Site

The description of Products and Services on the Site is for marketing and informational purposes only and does not constitute a binding offer, a warranty or a guarantee of availability of any particular aspect of any Products or Services.

At this time, in order to inquire about or procure Products or Services, users must contact Horizen directly as further provided on the Site. We reserve the right to refuse to provide Products or Services to any party at our sole discretion.

Horizen may, in its sole discretion, require that your use of any Products or Services, to the extent applicable, be governed exclusively by a separate, written master services agreement, software license, or other definitive agreement (a “Definitive Agreement”) executed between you and Horizen. In the event of any conflict between these Terms and any Definitive Agreement, the terms of the Definitive Agreement shall govern and take precedence over these Terms to the extent of any inconsistency or conflict between them.

Vela

The terms in this Section apply solely to your use of the Product known as Vela (“Vela”). Vela is a chain-agnostic confidential compute layer and coprocessor. It utilizes Trusted Execution Environments (TEEs), to execute computations securely. Vela’s technical infrastructure is built so that calculations are sealed inside hardware-isolated enclaves.

Certain parts of Vela (such as the Vela Developer Starter Kit) may be provided in a local testing environment, emulated TEE sandbox, or testnet phase. You agree that test environments are for experimental purposes only and must not be used with real-world financial assets or production data.

You acknowledge and agree that Vela is designed as an “operator-blind” confidential compute layer. Calculations, data inputs, and WebAssembly (WASM) execution modules are sealed inside hardware-isolated Trusted Execution Environments (TEEs). Consequently, Horizen does not possess, control, or have the technical means to view, access, audit, or copy your underlying execution logic, proprietary trading strategies, or private keys (collectively, “User Data”) while processed within the enclave.

Because Horizen operates on a blind basis and has no structural access to your User Data or cryptographic credentials, Horizen does not act as a custodian, fiduciary, broker, or agent for you. You retain sole, exclusive, and unmitigated control and custody of your private keys, digital assets, and code deployments.

Further, you understand and agree that due to this strategic design of Vela, Horizen cannot monitor user activities for compliance, modify execution inputs, freeze assets inside an enclave, or provide copies of your data to regulators, law enforcement, or third parties. Any compliance, reporting, or disclosure obligations under applicable laws (including but not limited to MiCA, AML regulations, or SEC guidance) must be fulfilled entirely by you, using the cryptographic proofs or selective-disclosure mechanisms generated by the software layer.

Kurier and API Relayer Services

The terms in this Section apply solely to your use of the Product known as Kurier (“Kurier”). Kurier is a specialized REST API and transaction relayer service designed to facilitate the packaging, submission, and verification of Zero-Knowledge proofs (collectively, “ZK Proofs”) to the zkVerify network. Kurier simplifies developer integration by acting as an API-driven abstraction layer over the underlying blockchain network.

To access Kurier, you must generate a unique Application Programming Interface key (“API Key”) through the Kurier dashboard (https://kurier.xyz). You are solely and completely responsible for maintaining the confidentiality of your API Key. Any API calls, proof submissions, or network resources consumed under your API Key will be legally attributed to you.

To maintain system stability and prevent denial-of-service events across the shared infrastructure, Kurier enforces strict programmatic constraints on throughput. Horizen reserves the exclusive right to throttle, cap, modify, or temporarily suspend API endpoints for accounts exceeding these limits, unless a customized service tier or rate-limit extension has been formally granted to you in writing.

You acknowledge and agree that Kurier is a submission mechanism; it does not author or fix your cryptographic proofs. You bear the sole responsibility for ensuring the correctness, validity, formatting, and structural soundness of the proofs, public inputs, and verification keys submitted to the API. Horizen accepts zero liability for transaction failures, rejected transactions, or financial losses resulting from malformed, mathematically invalid, or corrupted proof payloads generated by your software stack.

You acknowledge and agree that while Kurier acts as a rapid REST API interface, the ultimate finality, receipt generation, and state settlement of your submission rely on the decentralized block production of the underlying zkVerify network or destination ecosystems (e.g., Ethereum settlement layers). Horizen cannot warrant that proof validations will settle instantly or uninterrupted during periods of extreme network congestion, protocol forks, or blockchain-wide latency events.

To the extent that you utilize the Kurier Testnet API (api-testnet.kurier.xyz), you understand that this environment is provided purely for sandboxed prototyping. Horizen provides no guarantees regarding uptime, endpoint consistency, or data persistence on testnets, and reserves the right to wipe execution logs and reset the testnet infrastructure at any time without prior warning.

Changes to Terms

Horizen may update the Terms at any time, at its sole discretion. If it does so, Horizen will deliver a notice either by posting the updated Terms on its website, on any applicable blog or forum used for sharing information or through other communications. It’s important that you review any and all updated Terms. If you continue to access or use the Site, Products or Services after Horizen has posted updated Terms, you agree to be bound by the updated Terms. If you don’t agree to be bound by the updated Terms, then you may not access or use the Site, Products, or Services anymore.

Ownership

The Site, Products, and Services including the “look and feel” (e.g., text, graphics, images, logos, page headers, button icons, and scripts), proprietary content, information and other materials, and all content and other materials contained therein, including, without limitation, Horizen Labs, Vela, and Kurier brands, logo and all designs, text, graphics, pictures, data, software, sound files, other files, and the selection and arrangement thereof are the proprietary property of us or our affiliates, licensors, or users, as applicable, and you agree not to take any action(s) inconsistent with such ownership interests. We and our affiliates and licensors, as applicable, reserve all rights in connection with the Site, Products, and Services and any associated subdomains, and its content, including, without limitation, the exclusive right to create derivative works.

Horizen’s name, logo, trademarks, and any of Horizen’s Products or Services names (including, without limitation, Vela and Kurier), designs, logos and slogans are the intellectual property of Horizen or our affiliates or licensors and may not be copied, imitated, or used, in whole or in part, without our prior written permission in each instance. You may not use any metatags or other “hidden text” utilizing “Horizen,” “Horizen Labs,” “Vela,” “Kurier” or any other name, trademark or product or service name of our affiliates or licensors without our prior written permission. In addition, the “look and feel” of the Site, Products, and Services constitutes the service mark, trademark, or trade dress of Horizen and may not be copied, imitated or used, in whole or in part, without our prior written permission.

Notwithstanding the foregoing, certain software components, code repositories, or developer tools associated with Vela and Kurier (including, but not limited to, open-source code repositories hosted on GitHub under Horizen or zkVerify organizations) may be governed by distinct, open-source software licenses (such as the MIT License, Apache License 2.0, or similar open-source frameworks). Your rights to copy, modify, distribute, or otherwise interact with those specific open-source components are defined and governed solely by the terms of those applicable open-source licenses, which supersede this Section to the extent of any explicit conflict.

Vela users retain all right, title, and ownership interest in and to any User Data you deploy into the hardware-isolated Vela enclaves. The automated, system-level execution of your code inside an enclave does not grant Horizen any license or ownership over your User Data.

Kurier users retain all ownership rights to the underlying zero-knowledge applications and systems generating your ZK Proofs. By submitting proofs, public inputs, or verification keys through the Kurier REST API, you grant Horizen a temporary, non-exclusive, royalty-free, worldwide license to process, format, transmit, and relay such cryptographic data solely as required to execute your validation requests and settle data on the underlying zkVerify network.

All other third-party trademarks, registered trademarks, and product names mentioned in the Site or contained in the content linked to or associated with the Site are the property of their respective owners and may not be copied, imitated, or used, in whole or in part, without the permission of the applicable intellectual property rights holder. Reference to any products, services, processes or other information by name, trademark, manufacturer, supplier or otherwise does not constitute or imply endorsement, sponsorship or recommendation.

Usage Data Analytics

Horizen may collect usage information that allows us to collect information regarding how users access and use the Site (“Usage Data”). We use this information to analyze trends, administer the Site, troubleshoot any user problems, and to enhance and update the Site. We may conduct this Usage Data collection by using third parties. Our use of Usage Data will be conducted in accordance with the terms of our Privacy Policy.

Security

You are responsible for maintaining adequate security and control of any and all IDs, API keys, passwords, hints, personal identification numbers (PINs), or any other codes that you use to access the Site, Products, or Services, or as part of your systems, to the extent applicable. Horizen assumes no responsibility for any losses resulting from any compromise of your systems, API keys, usernames or passwords.

Updates; Monitoring

We may make any improvement, modifications or updates to the Site, Products, or Services, including but not limited to changes and updates to the underlying software, infrastructure, security protocols, technical configurations or service features (the “Updates”) from time to time. Your continued access and use of the Site, Products or Services are subject to such Updates and you shall accept any patches, system upgrades, bug fixes, feature modifications, or other maintenance work that arise out of such Updates. We are not liable for any failure by you to accept and use such Updates in the manner specified or required by us. Although Horizen is not obligated to monitor access to or participation in its Site, it has the right to do so for the purpose of operating the Site, Products, and Services to ensure compliance with the Terms and to comply with applicable law or other legal requirements.

Intellectual Property Rights; Feedback

By utilizing the Site, Products, or Services you do not gain any rights thereto. All right, title, and interest in and to our Site, including all modifications, improvements, and enhancements made thereto, and all proprietary rights therein, shall be and remain Horizen’s sole and exclusive property.

Horizen welcomes feedback, comments and suggestions for improvements to the Site and the Products or Services described therein (“Feedback”). You grant to Horizen a non-exclusive, transferable, worldwide, perpetual, irrevocable, fully-paid, royalty-free license, with the right to sublicense, under any and all intellectual property rights that you own or control to use, copy, modify, create derivative works based upon and otherwise exploit the Feedback for any purpose, in any form, format, media or media channels now known or later developed or discovered.

Prohibited Activities

You will not (in each case except as otherwise contemplated as part of these Terms):

  • Initiate any attacks that violate your cloud service, data-center or other applicable third party service provider’s rules or policies;
  • Unless as expressly requested by Horizen as part of a security or similar challenge, disrupt or initiate any attacks against users of the Site;
  • Disrupt, compromise, or otherwise damage data or property owned by other parties;
  • Impersonate any person or entity or misrepresent your affiliation with any person or entity;
  • Access any accounts or data other than your own (or those for which you have explicit permission from their owners);
  • Interfere with, or attempt to interfere with, the access of any user, host, endpoint or network, including, without limitation, sending a virus, overloading, flooding, spamming, creating, encouraging or implementing Sibyl attacks;
  • Share, distribute, or publicly leak your unique API Key to third parties, or use a single API Key to white-label Kurier’s endpoints to public applications without explicit prior written consent from Horizen;
  • Intentionally leverage the Products and/or Services to circumvent queue processing mechanics or cryptographic parameters established by a blockchain;
  • Attempt to circumvent, disable, or interfere with any security, confidentiality, attestation, access-control, or compliance mechanisms of any Products or Services;
  • Violate any applicable local, state, national or international law;
  • Deploy malicious software modules designed to exploit, break or escape hardware isolated environments;
  • Engage in illegal market manipulation, fraudulent behavior or money laundering;
  • Attempt to bypass or reverse-engineer the attestation mechanics that cryptographically prove the integrity of Vela’s secure enclave;
  • Sell or resell any aspect of the Site, Products, or Services; and
  • Encourage or enable any other individual or entity to do any of the foregoing or otherwise violate the Terms.

Compliance with Laws

You agree to comply with all applicable laws, rules, regulations, and any generally accepted practices or guidelines in the relevant jurisdictions (including any laws regarding the export of data or software to and from the United States or other relevant countries and all applicable privacy and data collection laws and regulations) in connection with your use of the Site, Products, or Services. To the extent required by law, you are solely responsible for obtaining or filing any approval, clearance, registration, permit, or other regulatory authorization and shall comply with the requirements of such authorization.

You are solely responsible for ensuring that your use of the Products and Services, including, but not limited to, Vela and Kurier, complies with all local and international laws, regulations, and guidelines (including, but not limited to, SEC guidance on tokenized securities and regional anti-money laundering frameworks).

YOU MAY NOT USE THE SITE, PRODUCTS, OR SERVICES TO ENGAGE IN, OR FACILITATE, ANY UNLAWFUL ACTIVITY, INCLUDING BUT NOT LIMITED TO MONEY LAUNDERING, TERRORIST FINANCING, SANCTIONS EVASION, OR THE DISTRIBUTION OF INFRINGING OR HARMFUL CONTENT. HORIZEN RESERVES THE RIGHT TO DENY OR TERMINATE SERVICE TO USERS IN RESTRICTED JURISDICTIONS.

WARRANTY DISCLAIMERS; RISKS

HORIZEN AND ITS AFFILIATES MAKE NO, AND HEREBY DISCLAIMS ALL REPRESENTATIONS AND WARRANTIES OF ANY KIND WITH RESPECT TO THE SITE AND THE PRODUCTS AND SERVICES. THE SITE, PRODUCTS, AND SERVICES ARE PROVIDED “AS IS” AND WITH ALL FAULTS AND WITHOUT WARRANTY OF ANY KIND. WITHOUT LIMITING THE FOREGOING, HORIZEN EXPLICITLY DISCLAIMS ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, VALUE, AND NON-INFRINGEMENT, AND ANY WARRANTIES ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE. Horizen has made no promises or guarantees with respect to the delivery of any future features or functions. Any discussions of any future features or functions, either prior to or following the agreement to these Terms, are for informational purposes only, and Horizen has no obligation to provide any such features or functions. You acknowledge that you have not relied on any statement, promise, assurance, or warranty that is not set out in the Terms.

Horizen makes no warranty that the Site, Products or Services will meet your requirements or be available on an uninterrupted, secure, or error-free basis or free of viruses, errors, or defects. Horizen makes no warranty regarding the quality, accuracy, timeliness, truthfulness, completeness or reliability of any information or materials offered in connection with the Site, Products or Services.

You explicitly acknowledge that features of certain Products and/or Services rely fundamentally on hardware or software provided by third-party infrastructure providers. Horizen does not manufacture the underlying secure processors, manage the host cloud facilities, or control the microcode governing such third-party hardware or software, and as a result, makes no warranty, express or implied, that third-party hardware-isolated environments are entirely impervious to advanced, novel, or theoretical exploits, side-channel attacks, microarchitectural vulnerabilities, or physical hardware tampering. You accept all risks that a failure, bug, or vulnerability in third-party vendor hardware or cloud architecture could lead to data leakage, loss of privacy, or execution failure.

In addition, certain Products and/or Services may operate on a chain-agnostic basis, with external blockchains, decentralized liquidity venues, and cross-chain messaging bridges. Horizen does not control and is not responsible for the performance, uptime, consensus stability, or security of these external networks and protocols.

To the maximum extent permitted by law, Horizen shall have zero liability for any direct or indirect losses, damages, or lost profits arising from: (a) outages, downtime, or service terminations by third-party cloud providers (e.g., AWS); (b) exploits, smart contract bugs, hard forks, or malicious reorganizations (reorgs) on connected public blockchains; or (c) the failure, exploit, or halting of third-party cross-chain bridges or interoperability protocols used to relay data or assets to or from Horizen’s Products and Services.

LIMITATION OF LIABILITY

TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT WILL WE OR OUR AFFILIATES, SUPPLIERS OR LICENSORS BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY INDIRECT, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES OR FOR LOSS OF USE, LOST PROFITS, OR LOSS OF DATA ARISING OUT OF OR RELATED TO THESE TERMS OR THE USE OF SITE, HOWEVER CAUSED AND REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT, STRICT LIABILITY, OR OTHERWISE, EVEN IF WE OR OUR SUPPLIERS OR LICENSORS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT WILL THE CUMULATIVE LIABILITY OF US, OUR SUPPLIERS, AND OUR LICENSORS FOR ANY CLAIMS ARISING OUT OF OR RELATED TO THESE TERMS OR YOUR USE OF THE SITE, PRODUCTS, OR SERVICES EXCEED ONE HUNDRED DOLLARS ($100). Some jurisdictions do not allow limitations of liability, so the foregoing limitation may not apply to you.

THE EXCLUSIONS AND LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN HORIZEN AND YOU.

Indemnification

To the fullest extent permitted by applicable law, you will indemnify, defend and hold Horizen and/or subsidiaries and affiliates harmless, and each of our respective officers, directors, agents, partners and employees (individually and collectively, the “Horizen Parties”) from and against any losses, liabilities, claims, demands, damages, expenses or costs (“Claims”) arising out of or related to (a) your access to or use of the Site, Products, or Services; (b) your violation of these Terms; and (c) your violation, misappropriation or infringement of any rights of another (including intellectual property rights or privacy rights) You agree to promptly notify Horizen Parties of any third-party Claims, cooperate with Horizen Parties in defending such Claims and pay all fees, costs and expenses associated with defending such Claims (including attorneys’ fees). You also agree that Horizen Parties will have control of the defense or settlement, at Horizen sole option, of any third-party Claims.

Governing Law and Other Legal Matters

These Terms are governed by the laws of the State of New York without reference to the principles of conflicts of laws thereof. Any legal suit, action, or proceeding arising out of, or related to, these Terms shall be instituted exclusively in the courts of New York although we retain the right to bring any suit, action, or proceeding against you for breach of these Terms in your country of residence or any other relevant country. You waive any and all objections to the exercise of jurisdiction over you by such courts and to venue in such courts.

At Horizen’s sole discretion, it may require you to submit any disputes arising from the use of these Terms, including disputes arising from or concerning their interpretation, violation, invalidity, non-performance, or termination, to final and binding arbitration under the American Arbitration Association.

ANY CAUSE OF ACTION OR CLAIM YOU MAY HAVE ARISING OUT OF OR RELATING TO THESE TERMS MUST BE COMMENCED WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES, OTHERWISE, SUCH CAUSE OF ACTION OR CLAIM IS PERMANENTLY BARRED.

No waiver by Horizen of any term or condition set out in these Terms shall be deemed a further or continuing waiver of such term or condition or a waiver of any other term or condition, and any failure of Horizen to assert a right or provision under these Terms shall not constitute a waiver of such right or provision. If any provision of these Terms is held by a court or other tribunal of competent jurisdiction to be invalid, illegal or unenforceable for any reason, such provision shall be eliminated or limited to the minimum extent such that the remaining provisions of the Terms will continue in full force and effect.

Any ambiguities herein will not be strictly construed against the drafter of the language concerned but will be resolved by applying the most reasonable interpretation under the circumstances, giving full consideration to the intentions of the parties at the time of contracting. These Terms will not be construed against any party by reason of its preparation. In the event any suit or other action is commenced by Horizen to construe or enforce any provision of these Terms, in addition to all other amounts, Horizen shall be entitled to receive from you, Horizen shall recover its reasonable attorneys’ fees and court costs, to the extent permitted by applicable law.

Assignment

You may not sell, assign or transfer any of your rights, duties or obligations under these Terms without our prior written consent. Any attempt by you to assign or transfer the Terms, without such consent, will be null and void. We reserve the right to assign or transfer these Terms or any of its rights, duties and obligations hereunder to any third party. Subject to the foregoing, these Terms will bind and insure to the benefit of the parties, their successors and permitted assigns.

General Terms

Nothing herein shall constitute an employment, consultancy, joint venture, or partnership relationship between you and Horizen. If any provision of the Terms is held invalid or unenforceable by an arbitrator or a court of competent jurisdiction, that provision will be enforced to the maximum extent permissible and the other provisions of the Terms will remain in full force and effect. These Terms reflect the entire agreement between the parties relating to the subject matter hereof and supersede all prior agreements, representations, statements and understandings of the parties. The section titles in these Terms are for convenience only and have no legal or contractual effect. Use of the word “including” will be interpreted to mean “including without limitation.”

Horizen’s failure to enforce any right or provision of these Terms will not be considered a waiver of such right or provision. The waiver of any such right or provision will be effective only if in writing and signed by a duly authorized representative of Horizen. Except as expressly set forth in these Terms, the exercise by either party of any of its remedies under these Terms will be without prejudice to its other remedies under these Terms or otherwise.

All other feedback, comments, requests for technical support, and other communications relating to the Site, Products, or Services should be directed to: info@horizenlabs.io.