Terms of Service

1. Agreement to Terms

These Terms of Service (“Terms”) are a legally binding agreement between you and Zenkai Labs LLC, a Delaware limited liability company (“Zenkai”, “we”, “us”, or “our”). They govern your access to and use of zenkai.cards, related websites, applications, APIs, smart contracts, and services we operate (collectively, the “Service”).

By accessing or using the Service, creating an account, connecting a wallet, listing or bidding on an item, opening a capsule, or clicking to accept these Terms, you agree to be bound by them and by our Privacy Policy. If you do not agree, do not use the Service.

2. The Service

Zenkai is an online marketplace and auction venue for authenticated trading cards and related collectibles that we (or designated vault partners) hold in physical custody. The core of the Service lets collectors browse, buy, sell, list at a fixed price, make or accept offers, run or bid in English auctions, and settle trades in USDnr (or other assets we enable).

Each listed or tradable item is a genuine physical collectible held in vault. Digital title is represented on-chain. The physical item stays in custody until it is sold, redeemed for shipping, bought back by the platform where offered, or otherwise disposed of under these Terms.

As a secondary feature, Zenkai may offer Capsules: fixed-price opens against a finite, published pool of vaulted items. Opening a capsule assigns you a specific item from that pool. Capsule randomness is transparent and decentralized, and live odds are always shown before you open — see Section 9.

The Service may also include vaulting, redemption and shipping, wallets and deposits, collector-to-collector trades, referrals or credits, and related tools. Features may be added, changed, or discontinued.

Zenkai is a collectibles marketplace and vaulting service. It is not a licensed gambling operator, broker-dealer, investment adviser, bank, or money transmitter (except to the extent a regulator later characterizes a specific activity otherwise). Items are collectibles, not securities or investment contracts. Nothing on the Service is an offer of securities or a promise of profit, appreciation, or return.

3. Eligibility

By using the Service, you represent and warrant that:

• You are at least 18 years old, or the age of majority in your jurisdiction if higher.
• You have the legal capacity to enter into these Terms.
• You are not located in, organized in, or a resident or national of a Restricted Jurisdiction (Section 4), and you are not a sanctioned person (Section 4).
• You will comply with all applicable laws and with these Terms.
• You will use the Service only for lawful collecting, buying, and selling of genuine collectibles — not for any illegal or unauthorized purpose.

We may use age gates, IP-based geo controls, and other checks. Circumventing them is a breach of these Terms.

4. Restricted jurisdictions and sanctions

The Service is not available to anyone located in, organized in, or a resident or national of a country or region subject to comprehensive U.S. sanctions administered by the Office of Foreign Assets Control (“OFAC”), including Cuba, Iran, North Korea, Syria, and the Crimea, Donetsk, and Luhansk regions of Ukraine, plus any other jurisdiction we designate as restricted (collectively, “Restricted Jurisdictions”). We may update that list without prior notice as law or guidance changes.

You represent and warrant that you are not:

• Identified on the OFAC Specially Designated Nationals and Blocked Persons List or any similar EU, UK, or UN sanctions list.
• Owned or controlled by, or acting for, a person or entity on such a list.
• Located in, organized under the laws of, or resident in a comprehensively sanctioned country or territory.

Using a VPN, proxy, or other means to evade geo-blocking or sanctions controls is prohibited and may result in immediate termination. We may block wallets or accounts, refuse transactions, and share information with partners or authorities as required by law.

5. Accounts, authentication, and wallets

You may sign in with email, a supported social provider, or an external wallet, through our authentication partner. We may provision an embedded wallet used as your operational wallet on the Service. You are responsible for devices, credentials, recovery factors, and addresses you authorize.

You agree to provide accurate information, keep it current, and notify us promptly of unauthorized access. Activity under your account or wallet is your responsibility. Withdrawals send assets to the destination you confirm — verify it carefully. Blockchain transfers are generally irreversible. We do not hold your private keys for self-custodied or exported wallets.

We do not require government-ID KYC at account creation. We may still request information reasonably needed for sanctions, fraud, shipping, tax, or legal compliance, and we may pause or refuse service if you do not provide it.

6. Marketplace, listings, offers, and auctions

The primary function of the Service is peer-to-peer trading of vaulted collectibles. Depending on what we enable, you may:

• List a vaulted item you own at a fixed ask.
• Make or accept an offer on a specific item.
• Start or bid in an English auction, including lots where we allow them. Late bids may extend the timer (anti-snipe). A seller may set a reserve. Your funds may be escrowed while you are the high bidder; outbid funds are returned according to the auction rules shown in-product.

Listings, offers, and auctions settle under the rules, fees, and parameters displayed at the time of the trade. Those parameters (including fees, bid increments, anti-snipe windows, and duration limits) are platform settings and may change. You must only list or auction items you are entitled to sell. While an item is listed, in offer, or in auction escrow, other actions (including redemption, sell-back, or a conflicting trade) may be blocked or auto-cancelled as disclosed in-product.

Settlement may occur on-chain. Filled trades are generally final. We do not guarantee that any listing will sell, that any auction will meet reserve, or that a buyer or seller will perform beyond what the protocol and these Terms require. We may cancel, unwind, or refuse a listing or bid for fraud, error, eligibility, or legal risk.

Reference or “current” values shown on the Service are estimates for information only. They are not a bid, appraisal, or cash offer unless we expressly present a sell-back or other firm offer.

7. Collector-to-collector trades

We may let two collectors propose a private bundle of vaulted items and optional USDnr, including a limited negotiate loop. Trades settle atomically under the rules shown in the trade window. A fee may apply to net cash as displayed. You may be able to block incoming trade proposals in settings. Soft-locks, cancellations, and conflicts with listings or auctions follow the in-product rules.

8. Vault, title, and authenticity

While an item is vaulted, you hold digital title and we (or designated partners) custody the physical item on a 1:1 basis. We aim to offer only genuine, authenticated collectibles. Descriptions, grades, and images are provided in good faith from intake records, grading labels, and catalog data; they are not an independent grading or authenticity warranty beyond what we expressly state.

Digital title is typically represented by a token that can be transferred. Redemption, sell-back, and certain marketplace actions are owner-based: the current holder can act. Transferring a token off-platform may affect your ability to use Zenkai features for that item.

Supply partners may consign inventory under separate written agreements. Those agreements govern the consignor relationship; these Terms govern your use of the Service as a collector.

9. Capsules, odds, and randomness

Capsules are a secondary way to acquire vaulted items. A capsule is a fixed-price open against a finite pool of specific physical items. You pay the listed capsule price and receive one or more items drawn from that pool (including multi-pulls where offered).

Transparent odds

Odds are always transparent and presented to you before you open. Each capsule shows live odds derived from the remaining pool (typically by display tier), together with related disclosures such as a value floor and pack-level expected value (“EV”) where we show them. Odds update as items leave the pool. The odds displayed at the time you commit to an open are the odds that apply to that open.

Floor and EV figures are informational. EV is a pack-level average of marked reference values, not cash, not a guarantee for any single open, and not an investment return. The floor is the lowest remaining reference value in the pool and is often below the capsule price. You may receive an item whose reference value is less than you paid.

Transparent, decentralized randomness

Capsule outcomes are selected by a transparent, decentralized on-chain commit–reveal process. In summary:

• We publish a commitment to an operator seed before you open, so that seed cannot be changed to chase a favorable result after you act.
• Your open includes entropy you contribute, bound in the same on-chain action.
• A future block hash (a public chain input neither party controls at commit time) is mixed with those values to produce the randomness used to select from the published pool.

The draw is a deterministic function of those inputs and the pool. Neither Zenkai nor you can unilaterally choose the item. Anyone can independently recompute and verify a resolved pull (see Verify). If randomness cannot be resolved under the protocol rules (for example, a missing block hash), the defined fallback is a refund of unused payment — not an operator-chosen outcome.

Multi-pull opens draw without replacement from the same pool. If stock is insufficient to fill a requested quantity, completed opens stand and unused payment is refunded according to product rules. Pull commitments may expire if you do not complete the required on-chain step in time.

Capsules are analogous to buying sealed collectible product with unknown contents. They are not a lottery, casino game, or licensed gambling product. Published odds and verification exist so you can see how the pool is composed and how your open was selected.

10. Sell-back (buyback)

After some opens, we may offer a timed sell-back (buyback) at a stated amount. Rate, window length, eligibility, and related parameters are platform settings. They may change and may vary by capsule. The offer shown in-product at the time you accept controls the transaction. If you miss the window, you may still vault, list, auction, or redeem if those paths remain available. Sell-back is optional and not guaranteed on every item.

11. Redemption and shipping

Redeeming a vaulted item requests shipment of the physical collectible. Eligible items are packed and handed to a carrier. Digital title is burned (or equivalent) at carrier handoff. After handoff we are not liable for loss, delay, or damage in transit, except to the extent of any shipping insurance you purchase through the flow and the carrier’s own terms. File transit claims with the insurer or carrier as directed.

You must provide a complete, accurate shipping address. International shipments are typically Delivered Duty Unpaid (DDU): you are responsible for import duties, taxes, and customs clearance. Shipping charges are as shown at redemption (generally pass-through tiers in USDnr). We may refuse shipment to Restricted Jurisdictions or addresses we reasonably believe pose legal or fraud risk. Cancellation may be limited once packing or processing has begun.

12. USDnr, payments, and blockchain

Activity on the Service generally settles in USDnr or other assets we enable. Dollar equivalents may be shown while a token is pegged. Stablecoins and crypto assets carry market, smart-contract, issuer, and depeg risk. We may pause buys, sell-backs, withdrawals, or other flows if a peg, network, or market is unstable or if we detect abuse.

On-chain transactions are public, may be irreversible, and are subject to network congestion and fees. Gas for supported in-app actions may be sponsored; sponsorship is a convenience and is not promised indefinitely. You are responsible for tax reporting related to your activity.

13. Fees

Fees are disclosed in-product and may change. In general:

• Marketplace, auctions, and trades — a seller-side or net-cash fee may apply at settlement, at the rate shown when you list, bid, or trade.
• Capsules — you pay the listed capsule price (no separate open fee unless we disclose one).
• Sell-back — you receive the offered amount; any spread versus reference value is part of the offer pricing, not a separate line item.
• Shipping — charged as shown at redemption.
• Withdrawals — we do not currently charge a platform withdrawal fee; network conditions outside our sponsorship may still apply.

14. Risk disclosure

COLLECTIBLES AND CRYPTO ASSETS INVOLVE RISK OF LOSS. READ THIS SECTION CAREFULLY.

• Value risk. Card prices are volatile. A marketplace sale, auction, or capsule open may result in an item or proceeds worth less than you paid. Past transactions are not a guide to future prices.
• Capsule outcomes. Opens are random with respect to the remaining pool. Transparent odds describe composition, not a promise that you will hit a particular card.
• Liquidity. There is no guarantee a listing will sell or that a sell-back offer will be available when you want to exit.
• Custody and shipping. Vaulted items depend on our (and partners’) custody operations. After carrier handoff, transit risk is yours except as covered by elected insurance.
• Technology. Smart contracts, wallets, networks, and third-party infrastructure can fail, be delayed, or be exploited. You may lose access to funds or items through user error, compromise of credentials, or protocol issues.
• Regulatory. Laws on collectibles, crypto, marketplace operation, and random paid outcomes vary and can change. We may restrict features or geographies as a result.

We do not provide financial, investment, tax, or legal advice. Use the Service only with funds and items you can afford to lock up or lose.

15. Referrals, credits, and promotions

Invite links, credits, vouchers, and other promotions are discretionary. Terms, amounts, and eligibility are as shown in-product and may change. Promotions do not alter capsule odds or EV. Abuse (including fake accounts, self-referrals, or manufactured volume) may result in clawback, suspension, or termination.

16. Prohibited activities

You agree not to:

• Violate law or these Terms, or use the Service for fraud, money laundering, or sanctions evasion.
• Circumvent age, geo, or access controls, including via VPNs used for that purpose.
• Manipulate markets, wash-trade, shill-bid, or interfere with listings, auctions, randomness, or settlement.
• List items you do not own or are not entitled to sell, or misrepresent authenticity, grade, or condition.
• Interfere with the Service, scrape abusively, or attempt unauthorized access.
• Transmit malware or harmful content, or impersonate others.
• Harvest personal data about other collectors.
• Use automation in a way that degrades the Service or bypasses limits we set.

We may suspend or terminate accounts, cancel orders, and withhold or reverse benefits for violations.

17. Intellectual property and third-party marks

The Service, including Zenkai branding, UI, original capsule artwork, and software, is owned by Zenkai Labs LLC and its licensors and is protected by intellectual-property laws. We grant you a limited, revocable, non-exclusive, non-transferable license to use the Service for its intended purpose. You may not copy, reverse engineer (except where mandatory law allows), or exploit our materials without written permission.

Card names, set names, grades, and similar facts may appear as nominative references to genuine goods we resell or vault. Those marks belong to their owners. Nothing in the Service grants a license to third-party trademarks, character art, or trade dress. We rely on first-sale / exhaustion principles for genuine physical cards.

18. User content

Usernames, avatars, listing text, and other content you submit must be accurate, lawful, and non-infringing. You grant Zenkai a worldwide, royalty-free license to host, display, and distribute that content as needed to operate, promote, and improve the Service. Public activity (for example a username, listing, auction, or pull) may appear in feeds and search. We may remove content that violates these Terms.

19. Disclaimers

THE SERVICE IS PROVIDED “AS IS” AND “AS AVAILABLE” WITHOUT WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. WE DO NOT WARRANT UNINTERRUPTED OR ERROR-FREE OPERATION, THAT DEFECTS WILL BE CORRECTED, THAT REFERENCE PRICES ARE ACCURATE, OR THAT ANY OPEN, LISTING, AUCTION, OR TRADE WILL MEET YOUR EXPECTATIONS.

Some jurisdictions do not allow certain disclaimers. In those places, disclaimers apply to the fullest extent permitted.

20. Limitation of liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, ZENKAI AND ITS AFFILIATES, OFFICERS, DIRECTORS, MEMBERS, EMPLOYEES, AND AGENTS ARE NOT LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR LOST PROFITS, DATA, GOODWILL, OR COLLECTIBLE VALUE, INCLUDING LOSSES FROM MARKET MOVES, DEPEG, SMART-CONTRACT OR NETWORK FAILURE, UNAUTHORIZED ACCESS TO YOUR ACCOUNT OR WALLET, CARRIER LOSS AFTER HANDOFF, OR RELIANCE ON ODDS, EV, OR REFERENCE PRICES.

OUR AGGREGATE LIABILITY FOR CLAIMS RELATING TO THE SERVICE IS LIMITED TO THE GREATER OF (A) FEES YOU PAID US FOR THE TRANSACTION GIVING RISE TO THE CLAIM IN THE THREE MONTHS BEFORE THE CLAIM, OR (B) ONE HUNDRED U.S. DOLLARS (OR EQUIVALENT).

These limits do not apply to liability that cannot be limited under applicable law.

21. Indemnification

You will indemnify, defend, and hold harmless Zenkai and its affiliates, officers, directors, members, employees, and agents from claims, damages, losses, and expenses (including reasonable attorneys’ fees) arising out of your use of the Service, your content, your items or listings, or your breach of these Terms or of law, except to the extent caused by our willful misconduct.

22. Changes

We may modify these Terms and product parameters. The “Last updated” date will change when we post a revision. If a change is material, we will provide additional notice where required (for example in-product or by email). Continued use after the effective date constitutes acceptance. If you do not agree, stop using the Service.

23. Termination

You may stop using the Service at any time. We may suspend or terminate access immediately, with or without notice, for any breach or for legal, security, or operational reasons. On termination, your right to use the Service ends. Provisions that by nature should survive (including ownership, vault/redemption mechanics already in progress, disclaimers, liability limits, indemnity, and dispute terms) survive.

If you hold vaulted items at termination, we will provide a reasonable opportunity to redeem, transfer, or otherwise exit those items, unless law or a sanctions obligation requires us to freeze or refuse.

24. Governing law and disputes

These Terms are governed by the laws of the State of Delaware, United States, without regard to conflict-of-law rules, except where mandatory consumer protections in your country of residence cannot be waived.

Except where prohibited, any dispute arising out of these Terms or the Service will first be discussed in good faith. If unresolved, it will be settled by binding individual arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules, seated in Wilmington, Delaware. You and Zenkai waive class actions and class arbitrations to the extent allowed by law. Either party may seek injunctive relief in court for unauthorized use of intellectual property or the Service.

If the class-action waiver or arbitration clause is found unenforceable as to a claim, that claim may proceed in the state or federal courts located in Wilmington, Delaware, and you consent to that venue.

25. Contact

Questions about these Terms: legal@zenkai.cards
General: hello@zenkai.cards
Website: https://zenkai.cards

Related: Privacy Policy, FAQ, Docs.

26. Acknowledgment

BY USING THE SERVICE, YOU ACKNOWLEDGE THAT YOU HAVE READ THESE TERMS, UNDERSTAND THEM, AND AGREE TO BE BOUND BY THEM. YOU FURTHER ACKNOWLEDGE THE MARKETPLACE AND AUCTION RULES IN SECTION 6, THE CAPSULE ODDS AND RANDOMNESS DISCLOSURES IN SECTION 9, THE RISK DISCLOSURE IN SECTION 14, AND THE RESTRICTED-JURISDICTION AND SANCTIONS TERMS IN SECTION 4. IF YOU DO NOT AGREE, YOU MUST NOT USE THE SERVICE.