$ZORA Terms of Service

There is only one $ZORA airdrop claim site, at https://claim.zora.co. For purposes of participating in the $ZORA airdrop, please do not trust any other website regardless of its source or origin, or any link routing you to a different website.

By taking part in any aspect of the $ZORA airdrop (the “Airdrop”) by claiming or receiving tokens, or connecting a wallet address (a “Wallet”) as part of this process, you (“Community Member”) confirm that you have read, understood, and agreed to these $ZORA Airdrop Terms and Conditions (these “Terms”) in full. 

You are solely responsible for deciding whether or not to participate in the airdrop. Participation is entirely at your own risk. It is your responsibility to seek independent legal, tax, financial, or other professional advice before engaging in the airdrop or accepting any tokens.

By engaging in the Airdrop, you knowingly and voluntarily accept all associated risks. Under no circumstances shall Zora Labs, Inc. (“Zora”), or any of its affiliates, officers, employees, or agents (“Zora Persons”), be held liable for any loss, damage, claim, or liability—whether based in contract, tort, or otherwise—arising from your participation in the Airdrop.

Zora makes no representation or warranties regarding the Airdrop or the $ZORA tokens (the “Tokens”). Zora is not providing any financial, legal, or other professional advice.

The Airdrop is not intended for audiences residing in the UK or the EU, or any jurisdiction where it is not permitted by applicable law.

These Terms apply to your participation in the Airdrop supported by our services and applications (our “Services”). The Airdrop is operated by Zora Labs, Inc., a Delaware corporation. By claiming Tokens or connecting a Wallet, you agree to be bound by these Terms. These Terms are in addition to the Terms of Service on the Zora application (“Platform Terms”), which are incorporated by reference. Any terms not defined here have the meanings given to them in the Platform Terms. 

By using our Services to participate in the Airdrop, you agree:

• You are solely responsible for any gas fees and taxes resulting from your participation. 

• You must comply with the laws of your local jurisdiction. 

• You will not use a VPN or similar tools to bypass geo-blocking or regional restrictions.

• Any attempt to bypass restrictions may result in a permanent ban from future use of our Services. 

You may not use our services if you are located in, incorporated in, or otherwise accessing the platform from a jurisdiction subject to comprehensive U.S. sanctions, including but not limited to Cuba, Iran, North Korea, Syria, and regions of Ukraine occupied by Russia. We reserve the right to block access and transactions associated with any person, entity, wallet, or jurisdiction identified on OFAC’s SDN List or other applicable watchlists.

Considerations regarding eligibility and allocation amount in connection with this Airdrop is determined in Zora’s sole discretion. Different participants may receive different allocations depending on objective criteria set by Zora. Zora is not required to share these criteria.

Zora reserves the sole and absolute right to disqualify any potential participants it deems ineligible for an Airdrop, whether under these Terms or by having determined that such potential participants engaged in conduct that we consider harmful, unlawful, inappropriate, or unacceptable. 

Participants must have full legal capacity and authority to bind and agree to these Terms in order to participate in the Airdrop.

Zora uses a risk-based screening system on our Services for Airdrop claims. This includes tools from an independent blockchain analytics provider that may apply stricter criteria than local laws require. Zora also uses geo-location and proxy detection to block access to the Airdrop website from people in restricted regions. 

Zora can block any user, IP address, or crypto address from accessing the Airdrop claims site based on risk information from their screening provider. This includes if:

• (a) Your crypto address is linked to suspicious or high-risk activity.

• (b) Your IP address shows you're in a country under sanctions or considered high-risk.

• (c) You use VPNs or proxy tools to try to get around these location checks.

Zora reserves the right to change the list of restricted regions at any time, without notice.

Use of our Services and participation in the Airdrop are at the risk of the participants. The Services are provided on an “as is” and “as available” basis. Zora expressly disclaims all warranties of any kind, whether, express, implied, or statutory, including the implied warranties of merchantability, fitness for a particular purpose, title, and non-infringement.

Zora makes no warranty that the Airdrop or the Services will be uninterrupted, timely, secure, or error-free. 

By accessing and using the Airdrop or the Services, you represent and warrant that you (i) understand the risks inherently associated with using cryptographic and blockchain-based systems, and (ii) have a working knowledge of the usage, storage, and intricacies of digital assets following the ERC-20 Ethereum token standard. You further represent that you understand that markets for digital assets are highly volatile due to various factors, including adoption, speculation, technology, security, and regulation. You acknowledge and accept that the cost and speed of transacting with Base Network, are variable and may increase or decrease at any time. You acknowledge and accept the risk that your digital assets may have no value or lose some or all of their value at any time. You acknowledge that Zora is not responsible for any of these variables or risks and cannot be held liable for any resulting losses that you experience, including losses while accessing or using the Airdrop or our Services. You understand and agree to assume full responsibility for all the risks of using or the Airdrop and the Services. 

All information provided on the website or through the Airdrop or the Services, or otherwise provided by Zora, is for informational purposes only and is not and should not be construed as professional advice. You should not take, or refrain from taking, any action based on any information contained on the website or obtained through the Airdrop or the Services. Before you make any financial, legal, tax, or other decisions with respect to the Airdrop or the Services, you should seek independent, professional advice from an individual who is licensed and qualified in the area for which such advice would be appropriate.

These Airdrop Terms are not intended to, and do not, create or impose any fiduciary duties on us. To the fullest extent permitted by law, you acknowledge and agree that we owe no fiduciary duties or liabilities to you or any other party, and that to the extent any such duties or liabilities may exist at law or in equity, those duties and liabilities are hereby irrevocably disclaimed, waived, and eliminated. You further agree that the only duties and obligations that we owe you are those set out expressly in these Airdrop Terms.

You expressly understand and agree that Zora will not be liable for any indirect, incidental, special, consequential, exemplary damages, or damages for loss of profits, including damages for loss of goodwill, use, or data, or other intangible losses (even if Zora has been advised of the possibility of such damages), whether based on contract, tort, negligence, strict liability, or otherwise, resulting from: (a) the use or the inability to use the Airdrop or the Services; (b) the cost of procurement of substitute goods and services resulting rom any goods, data, information, or services purchased or obtained or messages received or transactions entered into through or from the Airdrop or the Services; (c) unauthorized access to or alteration of your transmissions or data; (d) statements or conduct of any third party on the Services; (e) interruption or cessation of function related to our interface or website; (f) bugs, viruses, trojan horse, or the like that may be transmitted to or through the interface or website; (g) errors or omissions in, or loss or damage incurred as a result of the use of, any content made available through the interface or website; or (h) any other matter relating to the Airdrop or the Services. 

You further acknowledge and represent that you have reviewed with your professional legal and other advisors and agree with the Disclaimers, Limitations of Liability, and Indemnification provisions in the Platform Terms.

These Airdrop Terms and the Platform Terms contain the entire agreement between you and Zora regarding the Airdrop and supersede all prior and contemporaneous understandings between the parties regarding the Airdrop. We may modify these Airdrop Terms from time to time in which case we will update the “Last Revised” date at the top of these Airdrop Terms. The updated Airdrop Terms will be effective as of the time of posting, or such later date as may be specified in the updated Airdrop Terms. Your continued access or participation in the Airdrop after the modifications have become effective will be deemed your acceptance of the modified Airdrop Terms.

If any term, clause, or provision of these Airdrop Terms is held to be illegal, invalid, void, or unenforceable (in whole or in part), then such term, clause, or provision shall be severable from the Airdrop Terms without affecting the validity or enforceability of any remaining part of that term, clause, or provision, or any other term, clause, or provision in the Airdrop Terms, which will otherwise remain in full force and effect. Any invalid or unenforceable provisions will be interpreted to affect the intent of the original provisions. If such construction is not possible, the invalid or unenforceable provision will be severed from the Airdrop Terms, but the rest of the Airdrop Terms will remain in full force and effect.

Claiming, using, transacting in, holding, and/or purchasing or selling the Token involves a high degree of risk, including unforeseen risks that may not be included below. You should consult with your legal, tax, and financial advisors and carefully consider the risks and uncertainties described below, together with all of the other information in these Airdrop Terms, before deciding whether to claim, use, transact in, hold, purchase, or sell the token. If any of the following risks were to occur, the Token could be materially and adversely affected.

References in these risk factors to the (a) “Token” or “$ZORA” refers to the ZORA token, an ERC-20 token used on the Base Network, a layer-2 solution on the Ethereum blockchain (the “Underlying Network”), and (b) “Application” refers to any ‘front-end’, web, or mobile interface that Zora may host, including https://zora.co, https://wow.xyz, and any subdomain.

There is only one website for the $ZORA Airdrop, which is the following: https://claim.zora.co. Do not trust any other website regardless of its source or origin or any link routing you to a different website.

1. Irrevocable Token Transactions. The use of a distributed ledger and blockchain technology, like Ethereum and the Underlying Network, creates a public record of Token balances that is exceedingly difficult to change once it reflects a particular state. This means that if a Token transaction were executed in error or as a result of fraud or theft, such a transaction would not be practically reversible. Consequently, Zora will be unable to replace missing or misappropriated Tokens or seek or provide reimbursement for any such erroneous transfer, fraud, or theft. The inability to reverse transactions or seek other forms of redress for such action, error, fraud, or theft could result in the permanent loss of some or all of your Tokens.

2. Immutability of Token Contract. The Token is deployed on a public blockchain via a smart contract that is immutable by design. Once deployed, the Token’s contract code cannot be altered, upgraded, paused, or otherwise modified by Zora or any other party. This includes the inability to patch bugs, add features, or otherwise improve the contract functionality after deployment. You understand that any issues or vulnerabilities discovered post-deployment cannot be remediated by Zora. Any changes or enhancements to the broader ecosystem surrounding the Token would require separate deployments, and such changes would not affect the original Token contract. As a result, participants in the Token ecosystem should carefully consider the finality and irreversibility of interactions with the Token contract. The absence of upgradability or administrative control is intentional and aligns with the principles of trustlessness, but it also means that responsibility for evaluating and managing risk associated with use of the Token rests entirely with individual users.

3. Market Sustainability for the Token. A public market may not be sustainable, which in turn result in your inability to sell your $ZORA. Furthermore, Zora cannot control how $ZORA holders or certain exchanges or platforms may support the Token, if at all. Any developed public market for $ZORA may nonetheless be relatively new and subject to little or no regulatory oversight, making it more susceptible to fraud or manipulation.

4. Risks of New & Evolving Laws and Regulations. There is a certain level of risk surrounding the ongoing development of regulatory frameworks governing blockchain technology all over the world, including in the United States, and as the blockchain, crypto, and web3 industry continues to grow, regulatory scrutiny across jurisdictions may become more robust. Zora or the Applications may be found to be subject to certain laws or regulatory regimes that could adversely impact you, the Token, or the Applications. Additionally, laws or interpretations may change and Zora, the Token, or the Applications may be subject to new or changed laws or regulations in the future. Any restrictive or prohibitive legislation or regulation on blockchains or digital assets could impair the adoption of the use of the Token and adversely affect market sentiment surrounding the Token.

   To the extent licenses, permits, or other authorizations are required in one or more jurisdictions in which the Token is deemed to operate, there is no guarantee that Zora will be able to secure such licenses, permits, or authorizations in order for the Token or any Application to continue to operate. Significant changes may need to be made to matters related to the Token or Applications to comply with any licensing and/or registration requirements (or any other legal or regulatory requirements) in order to avoid violating applicable laws or regulations or because of the cost of such compliance. Uncertainty in how the legal and regulatory environment will develop could negatively impact the development, growth, and utilization of the Applications and the uses of the Token.

5. Risks of $ZORA or $ZORA Transactions Being Deemed Securities. The U.S. Securities and Exchange Commission (“SEC”) and its staff have taken the position that certain tokens and/or certain transactions involving tokens falling within the definition of a “memecoin”, and are thus outside the purview of U.S. federal securities laws. The SEC generally does not otherwise provide advance guidance on or confirmation of whether any particular token or transaction is or may be a security. Furthermore, the SEC’s views in this area have evolved over time and it is difficult to predict the direction or timing of any continuing evolution. It is also possible that legislative or judicial developments or a change in the governing administration or the appointment of new SEC commissioners could substantially impact the views of the SEC and its staff. Further, certain tokens or transactions may be deemed to be other types of regulated financial instruments or transactions in the U.S.; or securities or other regulated financial instruments or transactions in other jurisdictions. As a result, certain tokens or transactions may be deemed to be “securities” or other regulated financial instruments or transactions under the laws of some jurisdictions but not others. Various foreign jurisdictions may, in the future, adopt additional laws, regulations, or directives that affect the characterization of certain tokens or transactions as “securities” or other regulated financial instruments. The classification of a token or transaction as a security or regulated financial instrument under applicable law has wide-ranging implications for the regulatory obligations that could be imparted on Zora, the Token, the Applications, or holders of the Token, including obligations that could make the Applications not viable to continue to operate or negatively impact the development, growth, and utilization of the Applications and liquidity and market sentiment around the Token

6. Risk of Third-Party Illegal Activity. The Token may be exploited to facilitate illegal activity including fraud, money laundering, gambling, tax evasion, sanctions evasion, and scams. If any third party uses the Token or the Applications to further such illegal activities, that and the legal and regulatory consequences of those activities could negatively impact the development, growth, and utilization of the Protocol. While we have limited control over the users of the Applications, the use of the Applications for illegal or improper purposes could subject us to claims, individual and class action lawsuits, and government and regulatory investigations, prosecutions, enforcement actions, inquiries, or requests that could result in liability and reputational harm for us and/or the Applications, resulting in adverse outcomes for holders of the Token.

7. Risks Associated with the Tax Treatment of Digital Assets. Due to the new and evolving nature of digital assets and the absence of comprehensive legal guidance with respect to digital asset transactions, the taxation of digital assets is uncertain, and it is unclear what guidance may be issued in the future on the treatment of digital asset transactions for tax purposes. Guidance under, or changes in, the tax laws applicable to of digital assets, including $ZORA, could adversely impact the value of $ZORA or your ability to use or engage in certain types of transactions with $ZORA. You should consult a tax advisor with respect to the tax treatment of the Airdrop in your jurisdiction.

1. Risks of Competition. The Token, Applications, and the Underlying Network compete against a variety of existing products and platforms as well as likely new entrants into the market. Some of these current or future competing products may be subject to different regulatory regimes than Zora or the Underlying Network that may facilitate broader or faster adoption such that they can outcompete the Applications or the Underlying Network. Alternatively, other competitors may exercise different amounts of control over the protocol they design that allow for faster or broader adoption. Additionally, competitors may develop more successful protocols, applications, or tokens for a variety of other reasons, including but not limited to designing a more friendly user experience, offering more compelling incentives, attracting more developers and users to the protocol, creating a more sustainable token economic design, or taking a more permissive view of applicable law.

2. Risks of Security Weaknesses or Attacks. Cyberattacks and security breaches of the Services or the Underlying Network, or those impacting the Underlying Network’s users or third parties such as decentralized applications or crypto wallets that interact with the Underlying Network or Tokens, could cause you to lose Tokens, or adversely impact the Underlying Network or Tokens. The Underlying Network could be vulnerable in a variety of ways, including but not limited to, malware attacks, denial of service attacks, consensus-based attacks, Sybil attacks, smurfing and spoofing, governance attacks, exploitable code, or any number of other currently known or novel methods of exploit. Additionally, as mentioned above, upgrades or changes to the Underlying Network, which are entirely out of Zora’s control, could introduce new vulnerabilities to the Underlying Network or Tokens or otherwise have unintended or malicious adverse effects on the Underlying Network and/or Tokens. The Underlying Network and smart contracts thereon generally execute automatically when certain conditions are met and typically cannot be stopped or reversed, so any vulnerabilities that may arise can have significant adverse effects to the Tokens, and holders of Tokens.

   Further, any actual or perceived breach or cybersecurity attack directed at crypto companies or blockchain networks, whether or not the Underlying Network is directly impacted, could lead to a general loss of user confidence in the crypto-economy or in the use of blockchain technology to conduct transactions, which could negatively impact the Underlying Network and the Token, including the market perception of the effectiveness of security measures and technology infrastructure. Digital assets are generally controllable only by the possessor of a unique public and private key pair. To the extent your private key for your wallet is lost, destroyed, or otherwise compromised and no backup of the private key is accessible, you will be unable to access the tokens held in such wallet.

   Any Tokens that are custodied, managed, escrowed, or supported by a third party, like Coinbase Custody International, a custodian providing certain services to Zora with respect to the Token, may be subject to a security breach, cyberattack, or other malicious activity, or otherwise lost or stolen. Such an event could severely impact you and your Token holdings and your ability to use Tokens.

3. Unanticipated Risks. Cryptographic tokens and blockchain-based protocols are new technologies. There may be risks associated with your claiming, using, buying, transacting in, and/or holding the Token, including those which we cannot anticipate or have not specifically enumerated here. Such risks may further materialize as unanticipated variations or combinations of the risks discussed. Further, new risks may be created as the Applications continue to be developed or third parties integrate $ZORA or the Applications into their products. No person, including Zora has an ability or obligation to keep participants informed of details related to development of the Applications or third-party software, integrations, or products. Lack of available information may create risk for you.

4. Fraudulent Websites. Some blockchain users have been targeted and/or have reported fraudulent websites, emails, text messages, and social media handles, often including embedded or published links, impersonating projects, persons, entities, or service providers of or associated with Zora for the purpose of defrauding users, stealing their digital assets, or otherwise unlawfully profiting from such activities. These fraud and theft risks may materialize in connection with the Airdrop, and you should remain extremely cautious about websites, emails, text messages, and social media handles, as well as any embedded or published links, that direct you to websites or to take actions, especially connecting to your Wallet.

There is only one website for the $ZORA Airdrop, which is the following: https://claim.zora.co. Do not trust any other website regardless of its source or origin or any link routing you to a different website.

How to Contact Us. Contact us regarding the Services or these Terms by e-mail at support@zora.co.