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<h3><strong>Introduction</strong></h3>
<p>These Terms and Conditions set forth your use of our Service and our Websites.</p>
<p>These Terms are legally binding between you (“User”, “you”, “your” or “yourself”) and CNZFV Ltd. In these Terms, references to “CNZFV”, “we”, “our”, and “us” means CNZFV Ltd, a British Virgin Islands company with its registered office at Jayla Place, 2nd Floor, Road Town, Tortola, British Virgin Islands VG1110.</p>
<p>By accessing or using our Service, which include the Websites, including www.therootnetwork.com and staking.therootnetwork.com and rewards.therootnetwork.com (and any respective subdomains), any information, text, links, graphics, photos, audio, or any other materials stored, retrieved or appearing on the Websites, you are entering into a binding agreement with us that includes these Terms and Conditions, Privacy Policy, Risk Disclosure Statement, and any other policies or documents referenced in these Terms and Conditions (collectively, the “Terms”). If you do not agree with these Terms, do not use any of the Service and do not access any of the Websites or otherwise immediately stop using our Service and the Websites.</p>
<p>If you are entering into this agreement on behalf of a business or other legal entity, you represent that you have the authority to bind such entity to this agreement, in which case the terms “User”, “you” or “your” shall refer to such entity. If you do not have such authority or do not agree with the terms and conditions of this agreement, you must not accept these Terms and may not access and use any of our Service.</p>
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<h3><strong>Interpretation and Definitions</strong></h3>
<ol type="1">
<li><strong>Interpretation</strong>
<p>Capitalised terms not defined in these Terms have the meaning given to them in the Whitepaper.</p>
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<li><strong>Definitions</strong>
<p>Intellectual Property Rights means all present and future rights conferred by statute, common law or equity in or in relation to any copyright and related rights, trademarks, designs, patents, inventions, goodwill and the right to sue for passing off, rights to inventions, rights to use, and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, rights to claim priority from, such rights and all similar or equivalent rights or forms of protection and any other results of intellectual activity which subsist or will subsist now or in the future in any part of the world.</p>
<p>Interface means the website hosted by us available at https://staking.therootnetwork.com.</p>
<p>$ROOT means the cryptographic asset, native to The Root Network, used by Nodes and other participants of The Root Network, to use or operate this network.</p>
<p>$VORTEX means the cryptographic asset, native to The Root Network, used by The Root Network as compensation for Staking Services.</p>
<p>Node means a participant of The Root Network that contributes to the maintenance of the Root Network, and it includes a Staker, Nominator or a Validator.</p>
<p>RootRewards means The Root Network reward program platform, which is a structured, gamified engagement system designed to incentivize user participation, progress, and achievement. This includes, but is not limited to https://rewards.therootnetwork.com and any other website we operate in relation to the Service.</p>
<p>Root Points (RP) means the reward mechanic that is awarded through actions performed by the user.</p>
<p>Service means the access we give Users to the Websites, as amended by us at our discretion and it includes other services we may provide at our discretion from time to time.</p>
<p>Staking Services means the service provided by a Node to each other participant or user of The Root Network, whereby a Node relinquishes control of $ROOT to The Root Network (whether on a contingent basis or otherwise) in order to contribute to the security and operation of The Root Network and in exchange for the chance (but not a right) to receive $VORTEX from The Root Network as compensation for the service provided.</p>
<p>The Root Network means the open source blockchain network, which includes an automated distributed ledger of transactions, which are maintained and updated by independent Nodes, and within which $ROOT is the native cryptographic asset of the network.</p>
<p>The Root Network website or therootnetwork.com refers to the internet website hosted at https://therootnetwork.com.</p>
<p>Third-Party Service Provider means a service provider that is neither us nor a related company and it includes a service provider that provides a non-custodial wallet service.</p>
<p>Websites means the Interface and https://therootnetwork.com and any other website we operate in relation to the Service.</p>
<p>Whitepaper means The Root Network whitepaper available here, as amended from time to time.</p>
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<h3><strong>Our Service and your Staking Services</strong></h3>
<ol type="1">
<li>We provide information in connection with your access and use of the Service and all information is intended for informational purposes only. Neither we nor any related third party, provide any guarantee as to the accuracy, completeness, or suitability of the information and materials found on any of our Websites, whitepapers or otherwise in relation to any Service. You further acknowledge and agree that we will not be responsible or liable, directly or indirectly for any damage or loss caused or alleged to be caused by or in connection with the use of, or reliance on any such content, goods, or services available on or through any Websites, resource, or information found in relation to the access and use of our Service.</li>
<li>Occasionally there may be information on the Service that contains typographical errors, inaccuracies or omissions related to product descriptions, pricing, availability, promotions and offers. We reserve the right to correct any errors, inaccuracies or omissions and to change or update information or cancel orders if any information on the Service is inaccurate at any time without prior notice (including after you have submitted your order). We undertake no obligation to update, amend or clarify information on the Service, including, without limitation, pricing information, except as required by law. No specified update or refresh date applied to the Service should be taken to indicate that all information on the Service has been modified or updated.</li>
<li>In relation to your Staking Services, you acknowledge and accept the following, for our benefit:
<ol>
<li>Our Service is limited to giving a person (including Users and yourself) access to Root Network, through their use of their self-custodial cryptographic wallet.</li>
<li>We provide our Service to you to enable you to provide your Staking Services to the Root Network.</li>
<li>By providing the Service we are not a counterparty to any transaction with you on the Root Network.</li>
<li>Your interactions with the Root Network are determined by the features of the network made possible by the software code of the Root Network, an incomplete summary of which is available in the Whitepaper, and not determined by us.</li>
<li>We have no control, influence or responsibility over or for any activity on the Root Network.</li>
<li>Your self-custodial wallet is not provided by us, but by your chosen self-custodial wallet service provider, which is a Third-Party Service Provider.</li>
<li>By you providing your Staking Services you are responsible for your selection of any Third-Party Service Provider that you choose to use and the security of your account with the Third-Party Service Provider.</li>
<li>You are entirely responsible for the safety and management of your own private wallets and accounts and for validating all transactions and contracts generated before approval.</li>
<li>Neither us nor any affiliated company have any control of or are a party to any transaction on occurring on the Root Network.</li>
<li>When you interact with the Root Network, you always retain control of your assets (including $ROOT or $VORTEX).</li>
<li>The Interface is not provided to match or broker any transaction. We are not an intermediary, agent, advisor, trustee, broker, custodian, market operator, and we do not have any obligation to you regarding any decision or activity you make when using our Service.</li>
<li>Neither the Service nor $ROOT or $VORTEX are a financial service, financial product, security or similar.</li>
<li>We make no guarantee and we give no warranty as to:
<ol type="i">
<li>the fitness for purpose, suitability, availability or quality of our Service and our Service is provided on an ‘as is’ or ‘where is’ basis;</li>
<li>your ability to provide Staking Services through our Service;</li>
<li>the safety of or otherwise your ability to access or control your $ROOT or $VORTEX through our Service; or</li>
<li>any distribution of $ROOT or $VORTEX.</li>
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<li>In relation to RootRewards and your Root Points (RP), you acknowledge and accept the following, for our benefit:
<ol>
<li>Eligibility and Enrollment: Participation in RootRewards is intended for individual use only. Each user is permitted a single account, in the form of your FuturePass. If you do not have a FuturePass, one will be created automatically for you. Accounts, along with any accumulated Root Points (RP) or benefits, are non-transferable and cannot be sold, assigned, or shared with others. The use of bots, automation, or any other fraudulent methods to manipulate participation may result in account termination.</li>
<li>Earning and Redemption: RootPoints (RP) are earned through specified activities as outlined within the program. Certain items or services may be excluded from earning RP, and these exclusions are subject to change at our discretion. RP can be redeemed into $ROOT or benefits as specified, with each redemption and rate of redemption subject to the terms in effect at the time of redemption.</li>
<li>Grant Points: We reserve the right, at our sole discretion, to grant Root Points to third parties. The Root Points may be further distributed by the third parties to their community; however,
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<li>no third party shall make any distribution that violates The Root Network Terms, and</li>
<li>we retain the right to suspend or revoke any third party’s ability to receive and/or distribute Root Points and/or participate in the program at any time, for any reason, at our sole discretion. Distribution of Root Points to any third party does not constitute an endorsement of the third party or its applications and products by The Root Network.</li>
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<li>Neither the Service nor Root Points are a financial service, financial product, security, or similar.</li>
<li>Program Modifications and Termination: We reserve the right to modify, suspend, or terminate the RootRewards program, including the methods through which RP are earned, redeemed, or expired, at any time and without prior notice. Such changes may affect RP already accumulated. Continued participation in the program constitutes acceptance of any such modifications.</li>
<li>Account Suspension or Termination: We may suspend or terminate your access to the RootRewards program, including the option to forfeiture of accumulated RP and benefits, if we determine, at our sole discretion, that you have violated the program's terms and conditions, engaged in unauthorized, fraudulent, or unlawful behavior, or any activity inconsistent with the intent of the program.</li>
<p>By engaging with the RootRewards program, you affirm that you have read, understood, and agree to adhere to these terms and conditions, as well as any future modifications thereto.</p>
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<li>The Website, information, and Services are not directed at or intended for use by any person resident or located in any jurisdiction where the distribution of such information or functionality is contrary to the laws of such jurisdiction. The above applies to businesses, other legal entities, or persons acting on behalf of entities.</li>
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<h3><strong>Prohibited uses</strong></h3>
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<li>In addition to other terms, as outlined in these Terms, you are prohibited from using the Service:
<ol type="a">
<li>for any unlawful purpose;</li>
<li>to solicit others to perform or participate in any unlawful acts;</li>
<li>to violate any international, federal, provincial or state regulations, rules, laws, or local ordinances;</li>
<li>to infringe upon or violate our Intellectual Property Rights or the Intellectual Property Rights of others;</li>
<li>to harass, abuse, insult, harm, defame, slander, disparage, intimidate, or discriminate based on gender, sexual orientation, religion, ethnicity, race, age, national origin, or disability;</li>
<li>to submit false or misleading information;</li>
<li>to upload or transmit viruses or any other type of malicious code that will or may be used in any way that will affect the functionality or operation of the Service, third-party products and services, or the Internet;</li>
<li>to spam, phish, pharm, pretext, spider, crawl, or scrape;</li>
<li>for any obscene or immoral purpose; or</li>
<li>to interfere with or circumvent the security features of the Service, third-party products and services, or the Internet.</li>
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<li>We reserve the right to terminate your use of the Service for violating any of the prohibited uses as listed in clause 4.1 above.</li>
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<h3><strong>Intellectual property rights</strong></h3>
<ol type="1">
<li>These Terms do not transfer to you the Intellectual Property Rights of CNZFV or third parties, and all rights, titles, and interests in and to such property will remain (as between the parties) solely with CNZFV.</li>
<li>All trademarks, service marks, graphics and logos used in connection with the Service are trademarks or registered trademarks of CNZFV or its licensors. Other trademarks, service marks, graphics and logos used in connection with the Service may be the trademarks of other third parties. Your use of the Service grants you no right or license to reproduce or otherwise use any of CNZFV or third-party trademarks.</li>
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<h3><strong>Disclaimers</strong></h3>
<ol type="1">
<li>You agree that all Services are provided on an “as is” and “as available” basis and that your use of the Service is solely at your own risk.</li>
<li>We expressly disclaim all warranties of any kind, whether express or implied, including but not limited to the implied warranties of merchantability, fitness for a particular purpose and non-infringement.</li>
<li>We make no warranty that the Service will meet your requirements or that the Service will be uninterrupted, timely, secure, or error-free; nor do we make any warranty as to the results that may be obtained from the use of the Service or as to the accuracy or reliability of any information obtained through the Service or that defects in the Service will be corrected.</li>
<li>You understand and agree that any material and/or data downloaded or otherwise obtained through the use of Service is done at your own discretion and risk and that you will be solely responsible for any damage or loss of data that results from the download of such material and/or data.</li>
<li>We make no warranty regarding any goods or services purchased or obtained through the Service or any transactions entered into through the Service unless stated otherwise. No advice or information, whether oral or written, obtained by you from us or through the Service shall create any warranty not expressly made herein.</li>
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<h3><strong>Limitation of liability</strong></h3>
<ol type="1">
<li>TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL CNZFV (AND FOR THE AVOIDANCE OF DOUBT, ITS AFFILIATES, DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, SUPPLIERS OR LICENSORS) BE LIABLE TO YOU FOR ANY INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, COVER OR CONSEQUENTIAL DAMAGES (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOST PROFITS, REVENUE, SALES, GOODWILL, IMPACT ON BUSINESS, BUSINESS INTERRUPTION, LOSS OF ANTICIPATED SAVINGS, LOSS OF BUSINESS OPPORTUNITY, LOSS OF DATA) ARISING OUT OF OR IN CONNECTION WITH, EVEN IF THE LIABLE PARTY HAS BEEN ADVISED AS TO THE POSSIBILITY OF SUCH DAMAGES OR COULD HAVE FORESEEN SUCH DAMAGES:
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<li>THE SERVICE OR YOUR ABILITY OR INABILITY TO USE THE SERVICE;</li>
<li>MISUSE OF ANY PART OF THE SERVICE BY ANY PERSON (INCLUDING WITHOUT LIMITATION, UNAUTHORIZED ACCESS OF THE SERVICE);</li>
<li>ANY USER CONDUCT ON THE SERVICE;</li>
<li>THE SERVICES OR ACTIONS OF OR ANY ACTION ARISING OUT OF THE RELEVANT TERMS OF THIRD-PARTY SERVICE PROVIDER;</li>
<li>ANY FORCE MAJEURE EVENT;</li>
<li>ANY COMMUNICATIONS, INTERACTIONS, RESOURCE OR INFORMATION GATHERED FROM OUR WEBSITES, FROM US OR FROM ANY THIRD-PARTY SERVICE PROVIDER, OR WEBSITES OPERATED BY US, ANY THIRD PARTY, OR ARISING OUT OF OUR SERVICE;</li>
<li>OUR DECISION TO CHANGE, MODIFY, SUSPEND OR DISCONTINUE ANY PART OF OUR SERVICE;</li>
<li>YOUR USE OF THE WEBSITES;</li>
<li>YOUR STAKING SERVICES; OR</li>
<li>ANY ACT OR OMISSION BY ANY PERSON, SOFTWARE CODE OR OTHERWISE (INCLUDING ANY ACT OR OMISSION BY YOU) DIRECTLY OR INDIRECTLY ASSOCIATED WITH THE ROOT NETWORK.</li>
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<li>WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY, OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, EVEN IF A LIMITED REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE. SHOULD A COURT NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY IN THESE TERMS, SO THE FOREGOING LIMITATION OF LIABILITY SHALL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW.</li>
<li>TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE AGGREGATE LIABILITY OF CNZFV AND ITS AFFILIATES, OFFICERS, EMPLOYEES, AGENTS, SUPPLIERS AND LICENSORS RELATING TO THE SERVICE WILL BE LIMITED TO AN AMOUNT NO GREATER THAN ONE HUNDRED UNITED STATES DOLLARS.</li>
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<h3><strong>Indemnification</strong></h3>
<p>TO THE MAXIMUM EXTENT PERMITTED BY LAW, YOU AGREE TO INDEMNIFY US FROM, AND HOLD US HARMLESS FROM, AND AGAINST ALL LOSS THAT ARISES FROM OR IN CONNECTION WITH:</p>
<ol type="a">
<li>YOUR ACCESS AND USE OF OUR SERVICE (INCLUDING FOR THE AVOIDANCE OF DOUBT, THE WEBSITES);</li>
<li>YOUR USE OF A THIRD-PARTY SERVICE PROVIDER; AND</li>
<li>YOUR BREACH OF THESE TERMS.</li>
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<h3><strong>Governing law and dispute resolution</strong></h3>
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<li>These Terms and any dispute arising out of or in relation to them shall be governed by the laws of the British Virgin Islands and the parties submit to the exclusive jurisdiction of the British Virgin Islands courts.</li>
<li>If you have any questions, concerns, disagreements, complaints, disputes, or differences arising out of or in connection with these Terms, please contact us in the first instance and we will endeavour to facilitate a resolution of the relevant question, concern, disagreement, complaint, dispute, or difference.</li>
<li>Any disagreement, complaint, dispute, or difference arising out of or in connection with these Terms must be dealt by us first (in accordance with this clause 9) before you are permitted to take any other action to resolve the disagreement, complaint, dispute, or difference.</li>
<li>Following the receipt of a notice notifying us of your disagreement, complaint, dispute, or difference, we will attempt to resolve this in good faith within 30 days of notification by you. We will notify you of the outcome of the disagreement, complaint, dispute, or difference as soon as an outcome is determined. If you do not agree with the outcome as determined by us, you may take such other action to resolve the dispute as permitted under these Terms.</li>
<li>To the fullest extent permissible by law, subject to clause 9.2 to 9.5 and 9.7 below, you and we agree that any dispute or disagreement arising out of or in connection with these Terms will be settled by arbitration as follows:</li>
<li>the arbitration will be administered by the British Virgin Islands International Arbitration Centre ("BVI IAC") in accordance with the Arbitration Rules of the British Virgin Islands International Arbitration Centre ("BVI IAC Rules") current at the time the arbitration is commenced;
<ol type="a">
<li>the Tribunal shall consist of a sole arbitrator;</li>
<li>the seat of the arbitration shall be the British Virgin Islands;</li>
<li>the language of the arbitration shall be English;</li>
<li>the law applicable to this arbitration agreement and arbitral proceedings shall be British Virgin Islands law.</li>
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<li>To the fullest extent permissible by law, these Terms provide for the exclusive resolution of disputes through individual arbitration on your own behalf instead of through any class or representative action and you agree that any dispute against us whatsoever shall be brought by you individually and not as a member of any class or as part of a class or representative action, and you expressly agree to waive any law entitling you to participate in a class or representative action.</li>
<li>For the avoidance of doubt, anything within clauses 9.1 to 9.9 (including the above arbitration agreement) does not prevent us from seeking injunctive or other urgent relief from a court to prevent (or enjoin) the breach of these Terms and/or infringement or misappropriation of our Intellectual Property Rights or the <strong>I</strong>ntellectual <strong>P</strong>roperty <strong>R</strong>ights of an affiliate.</li>
<li>If you are located in a jurisdiction in which an arbitration agreement is not enforceable then the parties agree to the exclusive jurisdiction of the British Virgin Island courts to resolve any dispute arising from or in relation to these Terms.</li>
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<h3><strong>General</strong></h3>
<ol type="1">
<li>Our provision of the Service to you is non-exclusive. Nothing in these Terms prevents us from providing the Service to any other person. Subject to the rest of these Terms, we will use reasonable efforts to ensure that the Service are available on a 24/7 basis. However, it is possible that on occasion, the Service may be unavailable to permit maintenance or other development activity to take place, or due to Force Majeure.</li>
<li>These Terms constitute the entire and exclusive understanding and agreement between us and you in respect to any matter raised in these Terms, and these Terms supersede and replace any and all prior oral or written understandings or agreements between us and you with respect to any matter raised in these Terms.</li>
<li>Assignment
<ol type="a">
<li>You may not assign or transfer any of your rights under these Terms without our prior written permission. Any attempt by you to assign or transfer these Terms, without such permission, will be null.</li>
<li>We may freely assign or transfer these Terms, including any right or obligation set out in these Terms, without restriction, and the transferor or assignor shall not remain jointly and severally liable.</li>
<li>Subject to the foregoing, these Terms will bind and inure to the benefit of the parties, their successors and permitted assigns.</li>
<li>Any reference to us in these Terms includes our successors and permitted assigns.</li>
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<li>If we do not exercise or enforce any rights available to us under these Terms, that does not constitute a waiver of those rights. The waiver of any such right or provision will be effective only if in writing and signed by a duly authorized representative of us. Except as expressly set forth in these Terms, the exercise by any party of any of its remedies under these Terms will be without prejudice to its other remedies under these Terms or otherwise.</li>
<li>Nothing in these Terms shall be deemed or is intended to be deemed, nor shall it cause, either you or us to be treated as partners, joint ventures or as the agent of the other.</li>
<li>Severability
<ol type="a">
<li>All rights and restrictions contained in these Terms may be exercised and shall be applicable and binding only to the extent that they do not violate any applicable laws and are intended to be limited to the extent necessary so that they will not render these Terms illegal, invalid or unenforceable.</li>
<li>If any provision or portion of any provision of these Terms shall be held to be illegal, invalid or unenforceable by a court of competent jurisdiction, it is the intention of the parties that the remaining provisions or portions thereof shall constitute their agreement with respect to the subject matter hereof, and all such remaining provisions or portions thereof shall remain in full force and effect.</li>
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<li>Changes and amendments
<ol type="a">
<li>We reserve the right to modify these at any time at our sole discretion. When we do, we will revise the updated date at the bottom of this page. We may also provide notice to you in other ways at our discretion, such as through the contact information you have provided or the website.</li>
<li>An updated version of these Terms will be effective immediately upon posting the revised Terms on the Websites unless otherwise specified. Your continued use of the Service after the effective date of the revised Agreement (or such other act specified at that time) will constitute your consent to those changes.</li>
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<li>Acceptance of these terms and conditions
<p>You acknowledge that you have read these Terms and agree to all its terms and conditions. By accessing and using the Service, you agree to be bound by these Terms. If you do not agree to abide by the terms and conditions of these Terms, you are not authorized to access or use the Service or continue to access or use the Service.</p>
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<li>Contacting us
<p>If you have any questions, concerns, or complaints regarding these Terms, we encourage you to contact us at: <a href="mailto:privacy@therootnetwork.com">privacy@therootnetwork.com</a>.</p>
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<p>This document was last updated on: <strong>12 March 2025</strong></p>
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