Zora Labs Terms of Service

Last updated: February 6, 2023

These Terms of Service constitute a legally binding agreement made between you, whether personally or on behalf of an entity (“you”), and Zora Labs, Inc. (“Zora,” “we,” or “us,” and together with “you,” the “Parties” and each individually, a “Party”), concerning your access to and use of the zora.co, create.zora.co, and futuretape.xyz websites, along with our related websites, hosted applications, mobile or other downloadable applications, as well as any other services provided by us (collectively, the “Services”). For clarity, access of and use of the nouns.build website is subject to the Nouns Builder Terms of Service available at https://nouns.build/legal.

PLEASE READ THE FOLLOWING TERMS CAREFULLY:

BY CLICKING “I ACCEPT,” OR BY DOWNLOADING, INSTALLING, OR OTHERWISE ACCESSING OR USING THE SERVICES, YOU AGREE THAT YOU HAVE READ AND UNDERSTOOD, AND, AS A CONDITION TO YOUR USE OF THE SERVICES, YOU AGREE TO BE BOUND BY, THE FOLLOWING TERMS AND CONDITIONS, INCLUDING ZORA’S PRIVACY POLICY (TOGETHER, THESE “TERMS”). IF YOU ARE NOT ELIGIBLE, OR DO NOT AGREE TO THE TERMS, THEN YOU DO NOT HAVE OUR PERMISSION TO USE THE SERVICES. YOUR USE OF THE SERVICES, AND ZORA’S PROVISION OF THE SERVICES TO YOU, CONSTITUTES AN AGREEMENT BY ZORA AND BY YOU TO BE BOUND BY THESE TERMS.

If you have any questions about the Services or these Terms please contact us at [email protected].

ARBITRATION NOTICE. Except for certain kinds of disputes described in Section 18 (Dispute Resolution and Arbitration), you agree that disputes arising under these Terms will be resolved by binding, individual arbitration, and BY ACCEPTING THESE TERMS, YOU AND ZORA ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE IN ANY CLASS ACTION OR REPRESENTATIVE PROCEEDING.

1. SERVICES OVERVIEW. The Services allow you to leverage public blockchain networks to discover, explore, and create NFTs (defined below), to build tools and communities around your NFT projects, and to connect with others on a peer-to-peer basis to buy, sell, and transfer NFTs.

2. ELIGIBILITY. You must be at least 18 years of age to use the Services. If you are under 18 but at least 13 years old, you may only use the Services through a parent or guardian’s account and with their approval and oversight. By agreeing to these Terms, you represent and warrant to us that: (i) you are at least 18 years old; (ii) you have not previously been suspended or removed from the Services; (iii) your registration and your use of the Services is in compliance with any and all applicable laws and regulations; and (iv) if you are the parent or guardian of a user under the age of 18 (a “Minor”), that you are accepting these Terms on behalf of such Minor, authorizing such Minor to use the Services pursuant to the account you’ve established on the Services, and remain liable for all activities of the Minor arising out of the Minor’s use of the Services. If you are an entity, organization, or company, the individual accepting these Terms on your behalf represents and warrants that they have authority to bind you to these Terms and you agree to be bound by these Terms.

2.1. Regulatory Compliance. You are not permitted to access the Services if you engage in any activity in violation of regulations administered by the US Foreign Asset Control or any other relevant sanctions authorities. This includes if you: (i) are or are acting on behalf of any other person who is (or if you are an entity, you are owned or controlled by any other person who is), identified on any list of prohibited parties, including the U.S. Treasury Department’s Specially Designated Nationals list and Foreign Sanctions Evaders list; or (ii) are located, ordinarily a resident, organized, established, or domiciled in a jurisdiction that is subject to a comprehensive U.S. embargo.

3. ACCESSING THE SERVICES. To access most features of the Services, you must register for an account on the Services. When you register for an account, you will be required to connect a supported digital cryptocurrency wallet (“Wallet”) (such as MetaMask) to the Services, and create a username and optional profile. Once your account has been registered, you can add additional information to your profile. Your Wallet address and username may be publicly displayed on the Services when you connect your Wallet and you consent to such public display. For additional information about your account and profile data, please see our Privacy Policy.

4. WALLETS.

4.1. Access. The Services access public data from the blockchain related to your Wallet to enable you to use your Wallet to facilitate sales and purchases of NFTs, and to verify your ownership of certain NFTs, verify your account, and otherwise provide the intended functionality of the Services.

4.2. Your Wallet. By connecting a Wallet to the Services, you agree to abide by the terms and conditions of the applicable Wallet provider. You must familiarize yourself with the terms of use, technology, and security protocols of any Wallet. We do not provide a crypto-wallet service and do not at any time have custody, possession, or control over your NFTs, digital assets, or any other contents in your Wallet. You are solely responsible for maintaining the security of your Wallet, including your credentials, private key, and/or seed phrase. We are in no way liable for any acts or omissions by you in connection with your Wallet or as a result of your Wallet being compromised. You should make contingency plans with respect to your Wallet in the event of your death or incapacity, otherwise you (and your executor, guardian, or heirs) may lose access to your Wallet, your account on the Services, and your NFTs.

5. SERVICES AND PROTOCOLS.

5.1. Zora Protocol. The Services implements the “Zora Protocol,” which is a set of smart contracts on the Ethereum blockchain known as the Zora Protocol. The Zora Protocol is an open-source protocol that is available to the public at https://github.com/ourzora/v3. By leveraging the Zora Protocol, the Services allows users to: (i) publish to the Etherum blockchain (“mint”) non-fungible cryptographic tokens that represent unique pieces of media (each an “NFT”); (ii) buy and sell NFTs on the Services; and (iii) develop projects that run on the Zora Protocol. For clarity, the defined term “Services” does not include the Zora Protocol.

5.2. Developing Projects on the Zora Protocol. The Services provides users with access to certain software development tools located at https://docs.zora.co/ (collectively, “Zora Developer Tools”), which enable users to build projects that run on the Zora Protocol. Certain portions of the Zora Developer Tools may be available to the public as open-source software, and your use of such Zora Developer Tools is governed by all applicable open-source licenses.

5.3. Creating NFTs. Our creator toolkit, available at create.zora.co (the “Creator Toolkit”), allows users to create and launch NFT collections using the Zora Protocol. Each NFT minted with the Zora Protocol exists on the Ethereum blockchain as a cryptographic token that cannot be copied or replicated and can only be controlled by the person who holds the Ethereum private key that corresponds to the NFT’s Ethereum address. Subject to your complete and ongoing compliance with these Terms, Zora grants you a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to access and use the Creator Toolkit solely for the purpose of creating, publishing, and minting NFTs. For more information regarding the Creator Toolkit, please see our FAQs page available at https://support.zora.co/en/collections/3580775-creator-toolkit. As Zora lacks the ability to control how a third party may use the Creator Toolkit, Zora Protocol, or Zora Developer Tools, nothing in this Section 5.3 is intended to imply that the Creator Toolkit, Zora Protocol, or Zora Developer Tools prohibit a third party from making unauthorized reproductions of the content of an NFT (e.g., an unauthorized screen capture), and the owner of any intellectual property rights in an NFT is solely responsible for enforcement of such rights.

  • 5.3.1. Fees for Creating. There are no fees paid to Zora for creating your NFTs using the Creator Toolkit. However, each transaction on the Ethereum blockchain requires a fee to cover the computational resources expended to execute the transaction (the “Gas Fee”). You are responsible for paying the Gas Fees associated with minting an NFT with the Creator Toolkit. Gas Fees are not paid to Zora, but instead are necessary to support the Ethereum network.

  • 5.3.2. Fees On Primary Sales. As noted in Section 5.3.1, Zora does not charge any fees for using the Creator Toolkit merely to create and make available NFT collections to others for minting. If you create an NFT using the Creator Toolkit that is subsequently sold, then only upon the initial sale of such NFT will Zora (or its successors) collect a royalty from such primary sale (the “Royalty”). The Royalty payable to Zora will be displayed to you prior to your creation of your NFT using the Creator Toolkit, and you agree to such Royalty by proceeding with authorizing the creation of your NFT. You can find more information about Zora fees at https://support.zora.co/en/articles/4981037-does-zora-have-any-fees.

  • 5.3.3. Responsibility for Your NFTs. You are solely responsible for the NFTs you create using the Creator Toolkit, including for clearing the rights to any third-party content included in your NFTs, including the rights of privacy and publicity, and for any third-party claims of copyright, trademark, or other intellectual property infringement or violation of any rights of privacy or publicity. You agree to indemnify, defend, and hold Zora and its officers, directors, employees, shareholders, creditors, lenders, lawyers, advisors, insurers, predecessors, successors, affiliates, and assigns (collectively, “Zora Parties”), harmless from and against any and all damages, liabilities, costs, and expenses (including reasonable attorneys’ fees) arising from the minting, sale, reproduction, distribution, public display, public performance, communication to the public, advertising, marketing, promoting or other use or exploitation of your NFTs.

5.4. Buying & Selling NFTs. The Services includes an online marketplace available at https://market.zora.co/explore that runs on the Zora Protocol (the “Marketplace”). Users can explore, list, bid on, purchase, and sell NFTs on the Marketplace. While the Marketplace provides a framework to help effectuate NFT transactions, each transaction is directly between the buyer and seller of the applicable NFT.

  • 5.4.1. NFT Purchase Terms. Each applicable buyer and seller of an NFT are responsible for agreeing to all terms related to the NFT transaction, including for all intellectual property rights associated with the NFT (if any), and any other benefits related to the NFT (collectively, the “NFT Purchase Terms”). NFT Purchase Terms may include third-party terms, such as terms set by the original creator of the NFT, including, by way of example, limitations on commercial use of an NFT, prohibited associations for the NFT, and assignment of any intellectual property rights in and to the NFT, although the sale of an NFT does not imply the transfer of any rights to any intellectual property embodied in an NFT. Zora is not a party to any such NFT Purchase Terms, which are solely between the buyer and the seller. The buyer and seller are entirely responsible for communicating, agreeing to, adhering to, and enforcing NFT Purchase Terms. You, as either the buyer or the seller, are solely responsible for reviewing such NFT Purchase Terms, and hereby agree that Zora will not be liable for any NFT Purchase Terms.

  • 5.4.2. Buying & Selling Guidelines. While NFT Purchase Terms are directly between the buyer and seller, you may be subject to additional terms and conditions when buying or selling NFTs on the Marketplace. For additional information about buying and selling NFTs on the Marketplace, please see our FAQs pages available at https://support.zora.co/en/collections/3143938-buying-on-zora and https://support.zora.co/en/collections/3143937-selling-on-zora.

  • 5.4.3. Fees for the Marketplace. Other than the Royalty described in Section 5.3.2 for primary sales of NFTs created using the Creator Toolkit, Zora does not charge fees for sales of any other NFTs on the Marketplace. You are responsible for paying all applicable Gas Fees associated with buying or selling NFTs on the Marketplace. By way of example, if you acquire an NFT on a third-party platform and resell such NFT on the Marketplace, no fees will be paid to Zora, and the only fees you will incur will be Gas Fees.

  • 5.4.4. Disputes. Zora will not be a party to any disputes or negotiations of disputes between users. You agree to resolve all such disputes with any other users of the Services directly and without involving Zora in such dispute. Responsibility for the decisions you make regarding NFTs offered via the Services rests solely with you. If Zora is required to participate in any such dispute, then you will indemnify, defend, and hold the Zora Parties harmless from and against any and all damages, liabilities, costs, and expenses (including reasonable attorneys’ fees) arising out of any such dispute.

5.5. Enjoy NFTs. The Services includes an aggregation functionality (the “Feed”) that allows you to view and discover newly-released NFTs, including NFTs that were created and listed on the Services and NFTs that were created on third-party websites or NFT marketplaces (each a “Third-Party Marketplace”). You may also be able to mint NFTs that you find on the Feed, as further discussed in Sections 5.5.2 and 5.5.3 below. For clarity, the Feed only displays NFTs that are or were available for minting (including mints that have sold out or are otherwise no longer open or active), and does not display any NFTs offered for resale.

  • 5.5.1. Content from Third-Party Marketplaces. All content from Third-Party Marketplaces, including, without limitation, NFTs created and listed on Third-Party Marketplaces (each a “Third-Party NFT”) and all listing information and pricing for such Third-Party NFTs, constitutes Third-Party Materials (defined in Section 13 below). Without limiting any other provision of these Terms, your use of such Third-Party Materials is subject to any third-party terms and conditions governing such Third-Party Materials, and you acknowledge and agree that you are solely responsible for and assume all risk arising from your use of Third-Party Materials. We do not have control over, warrant, or endorse Third-Party Marketplaces or the content thereon, and we are not responsible for the availability or legitimacy of the content, Third-Party NFTs, products, or services on or accessible from Third-Party Marketplaces (including any related websites, resources or links displayed therein). If you access a Third-Party Marketplace, including via a link from the Service, your access to and use of such Third-Party Marketplace is governed by the terms and conditions of such Third-Party Marketplace. Zora does not guarantee that any NFTs visible or accessible on the Feed will always remain visible or accessible.

  • 5.5.2. Transactions Involving Third-Party NFTs. You may be able to use the Feed to mint Third-Party NFTs. You are responsible for verifying the legitimacy, authenticity, and functionality of any Third-Party NFTs that you mint through the Feed. Any transactions concerning Third-Party NFTs that you engage in, including minting Third-Party NFTs, are subject to the terms and conditions of the applicable Third-Party Marketplace and/or the terms set by the applicable creator. Zora has no control over these transactions or any payments that you make with respect to such transactions, nor does Zora have the ability to reverse any such payments or transactions. Zora is not a party to these transactions, and Zora has no liability to you or to any third party for any claims or damages that may arise as a result of any payments or transactions that you engage in through Third-Party Marketplaces or concerning Third-Party NFTs.

  • 5.5.3. Fees Associated with the Feed. As noted in Section 5.3.2, Zora may charge a Royalty for primary sales of NFTs created using the Creator Toolkit. Zora does not charge fees for Third-Party NFTs minted through the Feed. However, you may owe fees or royalties to third parties for minting NFTs through the Feed, subject to any applicable Third-Party Marketplace terms and conditions or the terms set by the applicable creator.

  • 5.5.4. Rewards for Feed Activity. Zora, in its sole discretion, may offer certain incentives or rewards for using the Feed. In connection with such rewards, you hereby agree that Zora may publish publicly available Wallet activity through the Feed (e.g., on a leaderboard identifying the most active Wallets). The criteria for earning any rewards will be determined by Zora in its sole discretion, and details regarding rewards programs will be provided on the Services as determined by Zora in its sole discretion. If you meet the criteria for obtaining a reward, as determined by Zora in its sole discretion, and subject to your compliance with applicable rewards terms and these Terms, Zora will use commercially reasonable efforts to transfer any earned rewards to your Wallet that is connected to the Feed. Zora reserves the right, in its sole discretion, to change, modify, discontinue or cancel any rewards programs (including the frequency and criteria for earning such rewards), at any time, without notice to you, and without any liability to you.

6. OWNERSHIP; PROPRIETARY RIGHTS.

6.1. Definitions. For purposes of these Terms, the following definitions apply:

  • 6.1.1. “Content” means all works of authorship of any kind, including by way of example, text, graphics, images, musical works, sound recordings, software, video, audiovisual, and information or other materials that are posted, provided or otherwise made available through the Services; and

  • 6.1.2. “Zora Content” means the Services, our trademarks, logos, branding, and any other Content that we provide, create, or generate in connection with the Services, including proprietary rights of every kind and nature however denominated throughout the world, registered or unregistered, associated with such Zora Content and the Services.

6.2. Our Rights. The Services are owned and operated by Zora. Unless otherwise indicated, the zora.co and related websites are Zora Content and our proprietary property, and all computer code (including source code or object code), products, databases, functionality, software, services, usernames, designs, visual interfaces, audio, video, text, photographs, compilations, graphics, and all other elements of the Services provided by Zora are protected by intellectual property and other laws of the United States and foreign countries. You agree not to remove, alter or obscure any copyright, trademark, service mark or other proprietary rights notices incorporated in or accompanying the Services or Content. Except as expressly provided in these Terms, no part of the Services and no Content may be copied, reproduced, aggregated, republished, uploaded, posted, publicly displayed, encoded, translated, transmitted, distributed, sold, licensed, or otherwise exploited for any commercial purpose whatsoever, without our express prior written permission.

6.3. Zora Protocol. For the avoidance of doubt, we disclaim any ownership rights or control over the Zora Protocol. All of the Zora Protocol is completely open source.

6.4. Feedback. We respect and appreciate the thoughts and comments from our users. If you choose to provide input and suggestions regarding existing functionalities, problems with or proposed modifications or improvements to the Services (“Feedback”), then you hereby grant Zora an unrestricted, perpetual, irrevocable, non-exclusive, fully-paid, royalty-free right and license to exploit the Feedback in any manner and through any means now known or hereafter created, and for any purpose, throughout the universe, including to improve the Services and create other products and services. We will have no obligation to provide you with attribution or compensation for any Feedback you provide to us.

6.5. Your Rights. Except for the licenses granted by you to Zora, you retain all rights in and to your User Content (defined below), as between you and us.

7. USER CONTENT.

7.1. Limited License Grant to Zora. By submitting, uploading, publishing, storing, broadcasting, minting or otherwise transmitting (collectively, “Posting”) Content to or through the Services (“User Content”), you grant us an unrestricted, assignable, sublicensable, revocable, royalty-free, fully paid-up license throughout the universe to reproduce, distribute, publicly display, communicate to the public, publicly perform (including by means of digital audio transmissions and on a through-to-the-audience basis), make available, create derivative works from, retransmit, and otherwise exploit and use all or any part of such User Content by any means and through any media and formats, whether now known or hereafter developed, for the purposes of: (i) advertising, marketing and promoting Zora, the Services, and the availability of your User Content on the Services; (ii) displaying and sharing your User Content to other users of the Services; and (iii) providing, operating, and improving the Services as authorized by these Terms. All of the rights you grant in these Terms are provided on a through-to-the-audience basis, meaning the owners or operators of external services will not have any separate liability to you or any other third party for User Content Posted or otherwise used on external services via the Services. For clarity, Zora does not claim any ownership of User Content and has no right to use User Content other than in accordance with these terms or otherwise absent your express permission. You agree to pay all monies owing to any person or entity resulting from Posting your User Content and from Zora’s exercise of the license set forth in this Section.

7.2. Specific Rules for Photographs and Images. If you Post a photograph or image to the Services that includes one or more persons, you hereby grant such persons and their administrators, guardians, heirs, and trustees, if any, an irrevocable, perpetual, royalty free, fully paid-up, worldwide license to reproduce, distribute, and publicly display that photograph for personal use and through any online platform or service, including the Services, Facebook, Instagram, and Twitter, but not to promote any third-party product, good, or service. The license contained in this Section does not permit the subject of any photo or their administrators, guardians, heirs, or trustees to sell that image or photograph, whether on a standalone basis or as embodied in any product. Notwithstanding the foregoing, this Section 7.2 only applies to the extent there is not a conflicting agreement between the photographer and the subject(s) of the photo. You and the subject of any photograph or other original work of authorship you Post to the Services are free to negotiate terms and conditions to supersede the provisions of this Section 7.2.

7.3. Specific Rules for Musical Works and for Recording Artists. If you are a composer or author of a musical work and have granted non-exclusive rights to a Performing Rights Organization (“PRO”), then you must notify your PRO of the royalty-free license you grant through these Terms to Zora. You are solely responsible for ensuring your compliance with the relevant PRO’s reporting obligations. If you have assigned your rights to a music publisher or a PRO, then you must obtain the consent of that music publisher or PRO to grant the royalty-free license(s) set forth in these Terms or have that music publisher or PRO enter into these Terms with Zora. Just because you authored a musical work (e.g., wrote a song) does not mean you have the right to grant Zora the licenses in these Terms. If you are a recording artist under contract with a record label, then you are solely responsible for ensuring that your use of the Services is in compliance with any contractual obligations you have to your record label, including if you create any new recordings through the Services that may be claimed by your label. Finally, if you wish to perform a cover song and Post it to the Services, you are responsible for securing all rights in and to the underlying musical work before Posting your recording or performance of that musical work to the Services.

7.3.1. IF YOU CREATE AND DISTRIBUTE AN NFT THAT INCLUDES A SOUND RECORDING, AND THE MUSICAL WORK EMBODIED THEREIN, OR AN AUDIOVISUAL WORK EMBODYING A SOUND RECORDING AND A MUSICAL WORK, THEN SUCH MUSICAL WORKS, SOUND RECORDINGS, AND AUDIOVISUAL WORKS MAY BE AVAILABLE THROUGH ANY PLATFORM OR TOOLS THAT ACCESS THE APPLICABLE BLOCKCHAIN ON WHICH THE NFT HAS BEEN PUBLISHED.

7.4. You Must Have Rights to the Content You Post; User Content Representations and Warranties. You must not Post any User Content that violates these Terms or for which you do not have all the rights necessary to grant the licenses described herein. You represent and warrant that your User Content, the source and underlying materials used in creating the User Content, and our use of such content as permitted by these Terms, will not violate any rights of or cause injury to any person or entity. Zora disclaims any and all liability in connection with User Content. You are solely responsible for your User Content and the consequences of providing User Content via the Services. By providing User Content via the Services, you affirm, represent, and warrant to us that:

  • 7.4.1. you are the creator and owner of the User Content, or have the necessary licenses, rights, consents, and permissions to authorize Zora and users of the Services to use and distribute your User Content as necessary to exercise the licenses granted by you in this Section, in the manner contemplated by Zora, the Services, and these Terms;

  • 7.4.2. your User Content, and the Posting or other use of your User Content as contemplated by these Terms, does not and will not: (i) infringe, violate, misappropriate, or otherwise breach any third-party right, including any copyright, trademark, patent, trade secret, moral right, privacy right, right of publicity, or any other intellectual property, contract, or proprietary right; (ii) slander, defame, libel, or invade the right of privacy, publicity or other property rights of any other person; or (iii) cause Zora to violate any law or regulation or require us to obtain any further licenses from or pay any royalties, fees, compensation or other amounts or provide any attribution to any third parties; and

  • 7.4.3. your User Content is not in violation of applicable law and could not be deemed by a reasonable person to be harassing, threatening, or hateful.

7.5. User Content Disclaimer. We are under no obligation to edit or control User Content that you or other users Post and will not be in any way responsible or liable for User Content. Zora may, however, at any time and without prior notice, screen, remove, edit, or block any User Content that in our sole judgment violates these Terms, is alleged to violate the rights of third parties, or is otherwise objectionable. You understand that, when using the Services, you will be exposed to User Content from a variety of sources and acknowledge that User Content may be inaccurate, offensive, indecent, or objectionable. You agree to waive, and do waive, any legal or equitable right or remedy you have or may have against Zora with respect to User Content. If notified by a user or content owner that User Content allegedly does not conform to these Terms, we may investigate the allegation and determine in our sole discretion whether to remove the User Content, which we reserve the right to do at any time and without notice. For clarity, Zora does not permit infringing activities on the Services.

7.6. Monitoring Content. Zora does not control and does not have any obligation to monitor: (i) User Content; (ii) any content made available by third parties; or (iii) the use of the Services by its users. You acknowledge and agree that Zora reserves the right to, and may from time to time, monitor any and all information transmitted or received through the Services for operational and other purposes. If at any time Zora chooses to monitor the content, then Zora still assumes no responsibility or liability for content or any loss or damage incurred as a result of the use of content. During monitoring, information may be examined, recorded, copied, and used in accordance with our Privacy Policy (defined below). Zora may block, filter, mute, remove or disable access to any User Content uploaded to or transmitted through the Services without any liability to the user who Posted such User Content to the Services or to any other users of the Services.

8. ACCESSING AND USING THE SERVICES.

8.1. License to the Services. Provided that you are eligible to use the Services, and subject to your complete and ongoing compliance with these Terms, Zora grants you a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to: (i) install and use one object code copy of any mobile or other downloadable application associated with the Services (whether installed by you or pre-installed on your mobile device by the device manufacturer or a wireless telephone provider) on a mobile device that you own or control; and (ii) access and use the Services. We reserve all rights not expressly granted to you in and to the Services and the Zora Content.

8.2. License Restrictions. Except and solely to the extent such a restriction is impermissible under applicable law, you may not: (i) reproduce, distribute, publicly display, publicly perform, or create derivative works of the Services; (ii) make modifications to the Services; or (iii) interfere with or circumvent any feature of the Services, including any security or access control mechanism. If you are prohibited under applicable law from using the Services, then you may not use it.

9. INTELLECTUAL PROPERTY RIGHTS PROTECTION.

9.1. Respect of Third Party Rights. Zora respects the intellectual property rights of others, takes the protection of intellectual property rights very seriously, and asks users of the Services to do the same. Infringing activity will not be tolerated on or through the Services.

9.2. DMCA Notification. We comply with the provisions of the Digital Millennium Copyright Act applicable to Internet service providers (17 U.S.C. § 512, as amended). If you have an intellectual property rights-related complaint about any material on the Services, you may contact our Designated Agent at the following address:

Zora Labs, Inc.

Attn: Legal

110 Green Street, #803A

New York, NY 10012

Email: [email protected]

9.3. Procedure for Reporting Claimed Infringement. If you believe that Content residing on or accessible through the Services has been used or exploited in a manner that infringes an intellectual property right you own or control, please promptly notify us by sending a written “Notification of Claimed Infringement” to our Designated Agent identified above containing the following information:

  • 9.3.1. identification and a description of the Content on the Services that is claimed to be infringing, including URLs where such Content can be found;

  • 9.3.2. a description of the copyrighted work or other intellectual property right that you claim has been infringed;

  • 9.3.3. your full name, address, phone number, and a valid email address at which you can be reached;

  • 9.3.4. a statement that you have a good faith belief that use of the material relied upon is not authorized by the copyright or other intellectual property right owner, its agent, or the law;

  • 9.3.5. a statement made under penalty of perjury that the information provided is accurate and the notifying party is authorized to make the complaint on behalf of the copyright owner; and

  • 9.3.6. an electronic or autograph signature (which can be a scanned copy) of the person authorized to act on behalf of the owner of the copyright or other right being infringed.

Your Notification of Claimed Infringement may be shared by Zora with the user alleged to have infringed a right you own or control as well as with the operators of publicly available databases that track notifications of claimed infringement, and you consent to Zora making such disclosures. You should consult with your own lawyer or see 17 U.S.C. § 512 to confirm your obligations to provide a valid notice of claimed infringement.

9.4. Repeat Infringers. It is Zora’s policy to: (i) remove or disable access to Content that Zora believes in good faith, upon notice from an intellectual property rights owner or authorized agent, is infringing the intellectual property rights of a third party by being made available through the Services; (ii) notify the user who Posted the Content to the Services, that access to such Content has been removed or disabled; and (iii) in appropriate circumstances, terminate the accounts of and block access to the Services for any user who repeatedly or egregiously infringes other people’s copyright or other intellectual property rights. If you find Content that you believe violates your intellectual property rights, or otherwise violates these Terms or applicable laws, please notify us in accordance with Section 9.2 (DMCA Notification).

9.5. Counter Notification. If you receive a notification from Zora that material made available by you on or through the Services has been the subject of a Notification of Claimed Infringement, then you will have the right to provide Zora with what is called a “Counter Notification.” To be effective, a Counter Notification must be in writing, provided to Zora’s Designated Agent through one of the methods identified in Section 9.2 (DMCA Notification), and include substantially the following information:

  • 9.5.1. your physical or electronic signature;

  • 9.5.2. identification of the material that has been removed or to which access has been disabled and the location at which the material appeared before it was removed or access to it was disabled;

  • 9.5.3. a statement under penalty of perjury that you have a good faith belief that the material was removed or disabled as a result of mistake or misidentification of the material to be removed or disabled; and

  • 9.5.4. your name, address, and telephone number, and a statement that you consent to the jurisdiction of Federal District Court for the judicial district in which the address is located, or if you are residing outside of the United States, then for any judicial district in which Zora may be found, and that you will accept service of process from the person who provided notification under Section 9.2 (DMCA Notification) above or an agent of that person.

A party submitting a Counter Notification should consult a lawyer or see 17 U.S.C. § 512 to confirm the party’s obligations to provide a valid counter notification under the Copyright Act.

9.6. Reposting of Content Subject to a Counter Notification. If you submit a Counter Notification to Zora in response to a Notification of Claimed Infringement, then Zora will promptly provide the person who provided the Notification of Claimed Infringement with a copy of your Counter Notification and inform that person that Zora will replace the removed User Content or cease disabling access to it in 10 business days, and Zora will replace the removed User Content and cease disabling access to it not less than 10, nor more than 14, business days following receipt of the Counter Notification, unless Zora’s Designated Agent receives notice from the party that submitted the Notification of Claimed Infringement that such person has filed an action seeking a court order to restrain the user from engaging in infringing activity relating to the material on Zora’s system or network.

9.7. False Notifications of Claimed Infringement or Counter Notifications. The Copyright Act provides at 17 U.S.C. § 512(f) that: “[a]ny person who knowingly materially misrepresents under [Section 512 of the Copyright Act (17 U.S.C. § 512)] (1) that material or activity is infringing, or (2) that material or activity was removed or disabled by mistake or misidentification, will be liable for any damages, including costs and attorneys’ fees, incurred by the alleged infringer, by any copyright owner or copyright owner’s authorized licensee, or by a service provider, who is injured by such misrepresentation, as the result of Zora relying upon such misrepresentation in removing or disabling access to the material or activity claimed to be infringing, or in replacing the removed material or ceasing to disable access to it.” Zora reserves the right to seek damages from any party that submits a Notification of Claimed Infringement or Counter Notification in violation of the law.

10. SERVICES FEES. We may charge fees for some or part of the Services we make available to you. Before you are charged any fees, you will have an opportunity to review and accept the fees that you will be charged. All fees are in Ether (ETH) and are non-refundable unless otherwise specifically provided for in these Terms or otherwise required by law. You can find more information about Zora fees in Section 5 of these Terms and at https://support.zora.co/en/articles/4981037-does-zora-have-any-fees.

11. COMMUNICATIONS.

11.1. Emails. We may send you emails concerning our products and services, as well as those of third parties. You may opt out of promotional emails by following the unsubscribe instructions in the promotional email itself.

11.2. Push Notifications. When you install our app on your mobile device, you agree to receive push notifications, which are messages an app sends you on your mobile device when you are not in the app, subject to your further approval to accept such notifications within the app. You can turn off push notifications by visiting your mobile device’s “settings” page.

12. PROHIBITED ACTIVITIES. You may not access or use the Services for any purpose other than that for which we make the Services available. As a user of the Services, you agree not to:

12.1. use the Services in a manner inconsistent with any applicable laws or regulations, including using the Services to interact with the Zora Protocol in a manner that is illegal or otherwise prohibited by law or regulation in any jurisdiction, or that is intended to harass, abuse, intimidate or violate the legal rights or privacy of any person;

12.2. trick, defraud, or mislead us and other users, especially in any attempt to learn sensitive account information such as user passwords;

12.3. harass, threaten, demean, embarrass, bully, or otherwise harm any other user of the Services;

12.4. violate, encourage others to violate, or provide instructions on how to violate, any right of a third party, including by infringing or misappropriating any third-party intellectual property right;

12.5. circumvent, disable, or otherwise interfere with security-related features of the Services;

12.6. use any software or networking techniques, including use of a Virtual Private Network (VPN) to modify your internet protocol address or otherwise circumvent or attempt to circumvent this prohibition;

12.7. make improper use of our support services or submit false reports of abuse or misconduct;

12.8. upload or transmit (or attempt to upload or to transmit) viruses, Trojan horses, or other material, including excessive use of capital letters and spamming (continuous posting of repetitive text), that interferes with any party’s uninterrupted use and enjoyment of the Services or modifies, impairs, disrupts, alters, or interferes with the use, features, functions, operation, or maintenance of the Services;

12.9. attempt to impersonate another user or person or use the username of another user;

12.10. interfere with, disrupt, or create an undue burden on the Services or the networks or services connected to the Services including denial of service attacks;

12.11. sell or otherwise transfer the access granted under these Terms or any Zora Content (as defined in Section 6.1 (Definitions)) or any right or ability to view, access, or use any Materials;

12.12. attempt to bypass any measures of the Services designed to prevent or restrict access to the Services, or any portion of the Services, including by: (i) disabling or circumventing features that prevent or limit use, printing or copying of any Content; or (ii) reverse engineering or otherwise attempting to discover the source code of any portion of the Services except to the extent that the activity is expressly permitted by applicable law;

12.13. make any unauthorized use of the Services, including collecting usernames and/or email addresses of users by electronic or other means for the purpose of sending unsolicited email, or creating user accounts by automated means or under false pretenses; or

12.14. attempt to do or assist or permit any person in engaging in any of the acts described in this Section 12 (Prohibited Activities).

13. THIRD-PARTY TERMS.

13.1. Third-Party Services and Linked Websites. The Services may contain information from and links to third-party services, Third-Party NFTs, Third-Party Marketplaces, applications, or resources (collectively “Third-Party Materials”). We provide access to Third-Party Materials only as a convenience to you and do not have control over their content, do not warrant or endorse, and are not responsible for the availability or legitimacy of the content, products, or services on or accessible from those Third-Party Materials (including any related websites, resources, or links displayed therein). We make no warranties or representations, express or implied, about such Third-Party Materials, the third parties they are owned and operated by, the information contained on them, or the suitability of their products and services. Use of any Third-Party Materials is subject to any terms and conditions governing the Third-Party Materials. You acknowledge sole responsibility for and assume all risk arising from your use of any Third-Party Materials. Please be sure to review the terms of use and privacy policy of any third-party services before you share any User Content or information with such third-party services. Once sharing occurs, Zora will have no control over the information that has been shared.

13.2. Third-Party Software. The Services may include or incorporate third-party software components that are generally available free of charge under licenses granting recipients broad rights to copy, modify, and distribute those components (“Third-Party Components”). Although the Services is provided to you subject to these Terms, nothing in these Terms prevents, restricts, or is intended to prevent or restrict you from obtaining Third-Party Components under the applicable third-party licenses or to limit your use of Third-Party Components under those third-party licenses.

14. PRIVACY POLICY. We care about data privacy and security. By using the Services, you agree to be bound by our Privacy Policy, which is incorporated into these Terms. Please be advised the Services are hosted in the United States. If you access the Services from any other region of the world with laws or other requirements governing personal data collection, use, or disclosure that differ from applicable laws in the United States, then through your continued use of the Services, you are transferring your data to the United States, and you agree to have your data transferred to and processed in the United States. We will maintain certain data that you transmit to the Services for the purpose of managing the performance of the Services, as well as data relating to your use of the Services. Although we perform regular routine backups of data, you are solely responsible for all data that you transmit or that relates to any activity you have undertaken using the Services. You agree that we shall have no liability to you for any loss or corruption of any such data, and you hereby waive any right of action against us arising from any such loss or corruption of such data.

15. TERM AND TERMINATION.

15.1. Term. These Terms are effective beginning when you accept the Terms or first download, install, access, or use the Services, and ending when terminated as described in Section 15.2 (Termination).

15.2. Termination. If you violate any provision of these Terms, then your authorization to access the Services and these Terms automatically terminate. Without limiting any other provision of these Terms, we reserve the right to, in our sole discretion and without notice or liability, deny access to and use of the Services (including blocking certain IP or device addresses), to any person for any reason or for no reason, including without limitation for breach of any representation, warranty, or covenant contained in these Terms or of any applicable law or regulation. We may terminate your use or participation in the Services or delete any User Content or information that you Post at any time, without warning, in our sole discretion. You may terminate your account and these Terms at any time by contacting customer service at [email protected].

15.3. Effect of Termination. Upon termination of these Terms: (i) your license rights will terminate and you must immediately cease all use of the Services; (ii) you will no longer be authorized to access your account or the Services; (iii) you must pay Zora any unpaid amount that was due prior to termination; and (iv) all payment obligations accrued prior to termination, all definitions, and Sections 6 (Ownership; Proprietary Rights), 7.1 (Limited License Grant to Zora), 7.2 (Specific Rules for Photographs and Images), 7.3 (Specific Rules for Musical Works and for Recording Artists), 7.5 (User Content Disclaimer), 15.3 (Effect of Termination), 18 (Dispute Resolution and Arbitration), 19 (Disclaimers; No Warranties by Zora), 20 (Limitations of Liability), 21 (Indemnification), 22 (Miscellaneous), and 23 (Notice Regarding Apple) will survive. You are solely responsible for retaining copies of any User Content you Post to the Services since upon termination of your account, you may lose access rights to any User Content you Posted to the Services. If we terminate or suspend your account for any reason, you are prohibited from registering and creating a new account under your name, a fake or borrowed name, or the name of any third party, even if you may be acting on behalf of the third party. In addition to terminating or suspending your account, we reserve the right to take appropriate legal action, including without limitation pursuing civil, criminal, and injunctive redress.

16. SERVICES MODIFICATIONS AND INTERRUPTIONS.

16.1. Modification of the Services. We reserve the right to change, modify, or remove any portion of the Services at any time or for any reason at our sole discretion without notice. However, we have no obligation to update any information on our Services. We also reserve the right to modify or discontinue all or part of the Services without notice at any time. We will not be liable to you or any third party for any modification, price change, suspension, or discontinuance of the Services. You should retain copies of any User Content you Post to the Services so that you have permanent copies in the event the Services is modified in such a way that you lose access to User Content you Posted to the Services.

16.2. Availability of the Services. We cannot guarantee the Services will be available at all times. We may experience hardware, software, or other problems or need to perform maintenance related to the Services, resulting in interruptions, delays, or errors. We reserve the right to change, revise, update, suspend, discontinue, or otherwise modify the Services at any time or for any reason without notice to you. You agree that we have no liability whatsoever for any loss, damage, or inconvenience caused by your inability to access or use the Services during any downtime or discontinuance of the Services. Nothing in these Terms will be construed to obligate us to maintain and support the Services or to supply any corrections, updates, or releases in connection therewith.

17. MODIFICATIONS OF THESE TERMS. We may, from time to time, change these Terms. Please check these Terms periodically for changes. Revisions will be effective immediately except that, for existing users, material revisions will be effective 30 days after posting or notice to you of the revisions unless otherwise stated. We may require that you accept modified Terms in order to continue to use the Services. If you do not agree to the modified Terms, then you should remove your User Content and discontinue your use of the Services. Except as expressly permitted in this Section 17 (Modifications of These Terms), these Terms may be amended only by a written agreement signed by authorized representatives of the parties to these Terms. Notwithstanding the preceding sentences of this Section 17, no revisions to these Terms will apply to any dispute between you and Zora that arose prior to the date of such revision.

18. DISPUTE RESOLUTION AND ARBITRATION.

18.1. Generally. Except as described in Section 18.2 (Exceptions) and 18.3 (Opt-Out), you and Zora agree that every dispute arising in connection with these Terms, the Services, or communications from us will be resolved through binding arbitration. Arbitration uses a neutral arbitrator instead of a judge or jury, is less formal than a court proceeding, may allow for more limited discovery than in court, and is subject to very limited review by courts. This agreement to arbitrate disputes includes all claims whether based in contract, tort, statute, fraud, misrepresentation, or any other legal theory, and regardless of whether a claim arises during or after the termination of these Terms. Any dispute relating to the interpretation, applicability, or enforceability of this binding arbitration agreement will be resolved by the arbitrator.

YOU UNDERSTAND AND AGREE THAT, BY ENTERING INTO THESE TERMS, YOU AND ZORA ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE IN A CLASS ACTION.

18.2. Exceptions. Although we are agreeing to arbitrate most disputes between us, nothing in these Terms will be deemed to waive, preclude, or otherwise limit the right of either party to: (i) bring an individual action in small claims court; (ii) pursue an enforcement action through the applicable federal, state, or local agency if that action is available; (iii) seek injunctive relief in a court of law in aid of arbitration; or (iv) to file suit in a court of law to address an intellectual property infringement claim.

18.3. Opt-Out. If you do not wish to resolve disputes by binding arbitration, you may opt out of the provisions of this Section 18 (Dispute Resolution and Arbitration) within 30 days after the date that you agree to these Terms by sending a letter to Zora Labs, Inc., Attention: Legal Department – Arbitration Opt-Out, 110 Green Street, #803A, New York, NY 10012, that specifies: your full legal name, the email address associated with your account on the Services, and a statement that you wish to opt out of arbitration (“Opt-Out Notice”). Once Zora receives your Opt-Out Notice, this Section 18 (Dispute Resolution and Arbitration) will be void and any action arising out of these Terms will be resolved as set forth in Section 22.2 (Governing Law). The remaining provisions of these Terms will not be affected by your Opt-Out Notice.

18.4. Arbitrator. This arbitration agreement, and any arbitration between us, is subject the Federal Arbitration Act and will be administered by the JAMS under the rules applicable to consumer disputes (collectively, “JAMS Rules”) as modified by these Terms. The JAMS Rules and filing forms are available online at www.jamsadr.org, by calling the JAMS at +1-800-352-5267 or by contacting Zora.

18.5. Commencing Arbitration. Before initiating arbitration, a party must first send a written notice of the dispute to the other party by certified U.S. Mail or by Federal Express (signature required) or, only if that other party has not provided a current physical address, then by electronic mail (“Notice of Arbitration”). Zora’s address for Notice is: Zora Labs, Inc., 110 Green Street, #803A, New York, NY 10012. The Notice of Arbitration must: (i) identify the name or account number of the party making the claim; (ii) describe the nature and basis of the claim or dispute; and (iii) set forth the specific relief sought (“Demand”). The parties will make good faith efforts to resolve the claim directly, but if the parties do not reach an agreement to do so within 30 days after the Notice of Arbitration is received, you or Zora may commence an arbitration proceeding. If you commence arbitration in accordance with these Terms, Zora will reimburse you for your payment of the filing fee, unless your claim is for more than US$10,000 or if the Company has received 25 or more similar demands for arbitration, in which case the payment of any fees will be decided by the JAMS Rules. If the arbitrator finds that either the substance of the claim or the relief sought in the Demand is frivolous or brought for an improper purpose (as measured by the standards set forth in Federal Rule of Civil Procedure 11(b)), then the payment of all fees will be governed by the JAMS Rules and the other party may seek reimbursement for any fees paid to JAMS.

18.6. Arbitration Proceedings. Any arbitration hearing will take place in the county and state of your residence unless we agree otherwise or, if the claim is for US$10,000 or less (and does not seek injunctive relief), you may choose whether the arbitration will be conducted: (i) solely on the basis of documents submitted to the arbitrator; (ii) through a telephonic or video hearing; or (iii) by an in-person hearing as established by the JAMS Rules in the county (or parish) of your residence. During the arbitration, the amount of any settlement offer made by you or Zora must not be disclosed to the arbitrator until after the arbitrator makes a final decision and award, if any. Regardless of the manner in which the arbitration is conducted, the arbitrator must issue a reasoned written decision sufficient to explain the essential findings and conclusions on which the decision and award, if any, are based.

18.7. Arbitration Relief. Except as provided in Section 18.8 (No Class Actions), the arbitrator can award any relief that would be available if the claims had been brough in a court of competent jurisdiction. If the arbitrator awards you an amount higher than the last written settlement amount offered by Zora before an arbitrator was selected, Zora will pay to you the higher of: (i) the amount awarded by the arbitrator and (ii) US$10,000. The arbitrator’s award shall be final and binding on all parties, except (1) for judicial review expressly permitted by law or (2) if the arbitrator’s award includes an award of injunctive relief against a party, in which case that party shall have the right to seek judicial review of the injunctive relief in a court of competent jurisdiction that shall not be bound by the arbitrator’s application or conclusions of law. Judgment on the award may be entered in any court having jurisdiction.

18.8. No Class Actions. YOU AND ZORA AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. Further, unless both you and Zora agree otherwise, the arbitrator may not consolidate more than one person’s claims, and may not otherwise preside over any form of a representative or class proceeding.

18.9. Modifications to this Arbitration Provision. If Zora makes any substantive change to this arbitration provision, you may reject the change by sending us written notice within 30 days of the change to Zora’s address for Notice of Arbitration, in which case your account with Zora will be immediately terminated and this arbitration provision, as in effect immediately prior to the changes you rejected will survive.

18.10. Enforceability. If Section 18.8 (No Class Actions) or the entirety of this Section 18 (Dispute Resolution and Arbitration) is found to be unenforceable, or if Zora receives an Opt-Out Notice from you, then the entirety of this Section 18 (Dispute Resolution and Arbitration) will be null and void and, in that case, the exclusive jurisdiction and venue described in Section 22.2 (Governing Law) will govern any action arising out of or related to these Terms.

19. DISCLAIMERS; NO WARRANTIES BY ZORA.

19.1. THE SERVICES, THE ZORA PROTOCOL, AND ALL MATERIALS AND CONTENT AVAILABLE ON OR THROUGH THE SERVICES, ARE PROVIDED ON AN AS-IS AND AS-AVAILABLE BASIS. YOU AGREE THAT YOUR USE OF THE SERVICES AND THE ZORA PROTOCOL IS AT YOUR SOLE RISK. TO THE FULLEST EXTENT PERMITTED BY LAW, WE DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, IN CONNECTION WITH THE SERVICES AND THE ZORA PROTOCOL, AND YOUR USE THEREOF, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. WE MAKE NO WARRANTIES OR REPRESENTATIONS ABOUT THE ACCURACY OR COMPLETENESS OF THE SERVICES’S CONTENT OR THE CONTENT OF ANY WEBSITES LINKED TO THE SERVICES AND WE WILL ASSUME NO LIABILITY OR RESPONSIBILITY FOR ANY (i) ERRORS, MISTAKES, OR INACCURACIES OF CONTENT AND MATERIALS, (ii) PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM YOUR ACCESS TO AND USE OF THE SERVICES OR THE ZORA PROTOCOL, (iii) ANY UNAUTHORIZED ACCESS TO OR USE OF OUR SECURE SERVERS AND/OR ANY AND ALL PERSONAL INFORMATION AND/OR FINANCIAL INFORMATION STORED THEREIN, (iv) ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM THE SERVICES OR THE ZORA PROTOCOL, (v) ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE WHICH MAY BE TRANSMITTED TO OR THROUGH THE SERVICES OR THE ZORA PROTOCOL BY ANY THIRD PARTY, AND/OR (vi) ANY ERRORS OR OMISSIONS IN ANY CONTENT AND MATERIALS OR FOR ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF THE USE OF ANY CONTENT POSTED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE VIA THE SERVICES OR THE ZORA PROTOCOL. WE DO NOT WARRANT, ENDORSE, GUARANTEE, OR ASSUME RESPONSIBILITY FOR ANY PRODUCT OR SERVICE ADVERTISED OR OFFERED BY A THIRD PARTY THROUGH THE SERVICES, ANY HYPERLINKED WEBSITE, OR ANY WEBSITE OR MOBILE APPLICATION FEATURED IN ANY BANNER OR OTHER ADVERTISING, AND WE WILL NOT BE A PARTY TO OR IN ANY WAY BE RESPONSIBLE FOR MONITORING ANY TRANSACTION BETWEEN YOU AND ANY THIRD-PARTY PROVIDERS OF PRODUCTS OR SERVICES. AS WITH THE PURCHASE OF A PRODUCT OR SERVICE THROUGH ANY MEDIUM OR IN ANY ENVIRONMENT, YOU SHOULD USE YOUR BEST JUDGMENT AND EXERCISE CAUTION WHERE APPROPRIATE.

19.2. WE ARE NOT LIABLE TO YOU AND TAKE NO RESPONSIBILITY FOR ANY USE OF NFTS OR USER CONTENT, OR YOUR WALLET, INCLUDING BUT NOT LIMITED TO (i) USER ERROR, INCORRECTLY CONSTRUCTED TRANSACTIONS, OR MISTYPED ADDRESSES; (ii) SERVER FAILURE OR DATA LOSS; (iii) UNAUTHORIZED ACCESS OR USE; (iv) ANY UNAUTHORIZED THIRD-PARTY ACTIVITIES, INCLUDING WITHOUT LIMITATION THE USE OF VIRUSES, PHISHING, BRUTEFORCING OR OTHER MEANS OF ATTACK AGAINST THE SERVICES, THE ZORA PROTOCOL, OR NFTS; (v) FLUCTUATIONS IN THE PRICE OF NFTS OR ANY OTHER DIGITAL ASSETS; OR (vi) ANY LOSSES OR INJURY DUE TO A VULNERABILITY, FAILURE, OR DEGRADED PERFORMANCE OF SOFTWARE, BLOCKCHAINS, OR ANY OTHER FEATURES OF THE NFTS.

19.3. Blockchain and Wallet Disclaimer. You accept and acknowledge that there are risks associated with holding or using NFTs and using the Ethereum network, including but not limited to, the risk of losing access to your Ethereum address due to loss of private keys, seed words or other credentials, or an unauthorized third party gaining access to same, and the risk of unknown vulnerabilities in the token smart contract code or the Ethereum network protocol. You agree to take all reasonable steps to protect your Wallet credentials including passwords, pin codes, and access to your devices for SMS or multi-factor authentication. You acknowledge and accept all such risks described in this paragraph and release us completely from all liability that may arise as a result of any one or more of these things occurring. You accept and acknowledge that we will not be responsible for any losses, failures, disruptions, errors, distortions, or delays you may experience when minting, bidding, holding, accepting bids, or otherwise using the Zora Protocol however caused.

19.4. Risk from Hacking and Theft. Hackers may seek to access your Wallet through multiple means, including, but not limited to, phishing and other fraudulent communications. ZORA WILL NEVER PROVIDE ACCESS TO OFFERS OR PROMOTIONS THROUGH DISCORD MESSAGES OR LINKS, AND YOU SHOULD NEVER CLICK ON ANY LINK ON DISCORD TO AN OFFER OR PROMOTION CLAIMING TO BE FROM ZORA EVEN IF IT APPEARS TO ORIGINATE FROM ZORA. YOU ARE SOLELY RESPONSIBLE FOR ANY LOSSES THAT ARISE FROM YOUR CLICKING ON ANY LINKS FROM A THIRD PARTY, EVEN IF SUCH THIRD PARTY APPEARS TO BE ZORA, AND YOU ARE SOLELY RESPONSIBLE FOR ANY LOSSES ARISING FROM THE THEFT OR UNAUTHORIZED USE OF YOUR WALLET CREDENTIALS.

19.5. No Investment Advice. The Services are not intended to provide legal, tax, investment or insurance advice. Nothing on the Services should be construed as an offer to sell, a solicitation of an offer to buy, or a recommendation for any financial instrument by us or any third party. You are solely responsible for determining whether any investment, investment strategy or related transaction is appropriate for you based on your investment objectives, financial circumstances and risk tolerance. You are solely responsible for determining what, if any, taxes apply to your transactions using the Services. You should consult your legal, investment or tax professional regarding your specific situation. We do not make any representations regarding the benefits or results that you or any third party shall receive from the Services.

19.6. Valuation of NFTs and Assumption of Risk. Zora does not endorse, approve of, or take any responsibility in determining any particular NFT’s value, or make any warranty about the suitability of any NFT for ownership or trading. The prices and value of NFTs are volatile and subjective, and have no guaranteed value. Zora does not and cannot guarantee that any NFT purchased through the Marketplace will retain any particular value. You acknowledge that to the extent any NFT has value, any NFT may drop in value for many reasons, and Zora will have no responsibility for determining value or making up any losses in value to you. You agree to assume all risk associated with the use and value of NFTs, including the risk that an NFT may have no value in the future. You also agree not to create or use NFTs in any way that would violate applicable laws, including US securities laws.

THE LIMITATIONS, EXCLUSIONS AND DISCLAIMERS IN THIS SECTION 19 (DISCLAIMERS; NO WARRANTIES BY ZORA) APPLY TO THE FULLEST EXTENT PERMITTED BY LAW. Zora does not disclaim any warranty or other right that Zora is prohibited from disclaiming under applicable law.

20. LIMITATIONS OF LIABILITY.

20.1. TO THE FULLEST EXTENT PERMITTED BY LAW, IN NO EVENT WILL THE ZORA ENTITIES (DEFINED BELOW) BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL, OR PUNITIVE DAMAGES, INCLUDING LOST PROFIT, LOST REVENUE, LOSS OF DATA, OR OTHER DAMAGES ARISING FROM YOUR ACCESS TO OR USE OF THE SERVICES, THE ZORA PROTOCOL, OR ANY MATERIALS OR CONTENT ON THE SERVICES, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), STATUTE, OR ANY OTHER LEGAL THEORY, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

20.2. EXCEPT AS PROVIDED IN SECTIONS 18.5 (COMMENCING ARBITRATION) AND 18.7 (ARBITRATION RELIEF) AND TO THE FULLEST EXTENT PERMITTED BY LAW, THE AGGREGATE LIABILITY OF THE ZORA ENTITIES TO YOU FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THE USE OF OR ANY INABILITY TO USE ANY PORTION OF THE SERVICES, THE ZORA PROTOCOL, OR OTHERWISE UNDER THESE TERMS, WHETHER IN CONTRACT, TORT, OR OTHERWISE, IS LIMITED TO THE GREATER OF: (i) THE AMOUNT YOU HAVE PAID TO ZORA FOR ACCESS TO AND USE OF THE SERVICES IN THE 12 MONTHS PRIOR TO THE EVENT OR CIRCUMSTANCE GIVING RISE TO THE CLAIM AND (ii) $100.00 USD. CERTAIN US STATE LAWS AND INTERNATIONAL LAWS DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES OR THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES. IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE ABOVE DISCLAIMERS OR LIMITATIONS MAY NOT APPLY TO YOU, AND YOU MAY HAVE ADDITIONAL RIGHTS.

20.3. WE ARE NOT LIABLE FOR ANY FAILURE OR DELAY IN PERFORMANCE OF OUR OBLIGATIONS UNDER THESE TERMS ARISING OUT OF OR CAUSED, DIRECTLY OR INDIRECTLY, BY CIRCUMSTANCES BEYOND OUR REASONABLE CONTROL INCLUDING WITHOUT LIMITATION ACTS OF GOD, EARTHQUAKES, FIRES, FLOODS, WARS, CIVIL OR MILITARY DISTURBANCES, ACTS OF TERRORISM, SABOTAGE, STRIKES, EPIDEMICS, PANDEMICS, RIOTS, POWER FAILURES, COMPUTER FAILURE, AND ANY SUCH CIRCUMSTANCES BEYOND OUR REASONABLE CONTROL AS MAY CAUSE INTERRUPTION, LOSS OR MALFUNCTION OF UTILITY, COMPUTER (HARDWARE OR SOFTWARE) OR TELEPHONE COMMUNICATION SERVICE, ACCIDENTS, LABOR DISPUTES, ACTS OF CIVIL OR MILITARY AUTHORITY, OR GOVERNMENTAL ACTIONS.

20.4. EACH PROVISION OF THESE TERMS THAT PROVIDES FOR A LIMITATION OF LIABILITY, DISCLAIMER OF WARRANTIES, OR EXCLUSION OF DAMAGES IS INTENDED TO AND DOES ALLOCATE THE RISKS BETWEEN THE PARTIES UNDER THESE TERMS. THIS ALLOCATION IS AN ESSENTIAL ELEMENT OF THE BASIS OF THE BARGAIN BETWEEN THE PARTIES. EACH OF THESE PROVISIONS IS SEVERABLE AND INDEPENDENT OF ALL OTHER PROVISIONS OF THESE TERMS. THE LIMITATIONS IN THIS SECTION 20 (LIMITATION OF LIABILITY) WILL APPLY EVEN IF ANY LIMITED REMEDY FAILS OF ITS ESSENTIAL PURPOSE.

21. INDEMNIFICATION. To the fullest extent permitted by law, you agree to defend, indemnify, and hold us and our subsidiaries, affiliates, and all of our respective officers, directors, managers, members, shareholders, agents, partners, insurers, consultants and employees (collectively, the “Zora Entities”), from and against every claim brought by a third party, and any related loss, damage, liability, including reasonable attorneys’ fees and expenses, due to or arising out of: (i) your use of the Services; (ii) your breach of these Terms; (iii) any breach of your representations and warranties set forth in these Terms; (iv) your violation of the rights of a third party, including, but not limited to, intellectual property rights; (v) any harmful act toward any other user of the Services with whom you connected via the Services; or (vi) any dispute or issue between you and any third party. Notwithstanding the foregoing, we reserve the right, at our expense, to assume the exclusive defense and control of any matter for which you are required to indemnify us (without limiting your indemnification obligations with respect to that matter), and you agree to cooperate, at your expense, with our defense of such claims. We will use reasonable efforts to notify you of any such claim, action, or proceeding which is subject to this indemnification upon becoming aware of it.

22. MISCELLANEOUS.

22.1. General Terms. These Terms and any policies or operating rules posted by us on the Services or in respect to the Services constitute the entire agreement and understanding between you and us. Our failure to exercise or enforce any right or provision of these Terms shall not operate as a waiver of such right or provision. These Terms operate to the fullest extent permissible by law. You may not assign or transfer these Terms or your rights under these Terms, in whole or in part, by operation of law or otherwise, without our prior written consent. We may assign any or all of our rights and obligations to others at any time without notice or consent. If any provision or part of a provision of these Terms is determined to be unlawful, void, or unenforceable, that provision or part of the provision is deemed severable from these Terms and does not affect the validity and enforceability of any remaining provisions. There is no joint venture, partnership, employment or agency relationship created between you and us as a result of these Terms or use of the Services. You agree that these Terms will not be construed against us by virtue of having drafted them. Throughout these Terms the use of the word “including” means “including, but not limited to.” You hereby waive any and all defenses you may have based on the electronic form of these Terms and the lack of signing by the parties hereto to execute these Terms.

22.2. Governing Law. These Terms are governed by and construed in accordance with the laws of the Delaware without regard to its conflict of law principles. You and Zora submit to the personal and exclusive jurisdiction of the state and federal courts located within New Castle County, Delaware for resolution of any lawsuit or court proceeding permitted under these Terms.

22.3. Additional Terms. Your use of the Services is subject to all additional terms, policies, rules, or guidelines applicable to the Services or certain features of the Services that we may post on or link to from the Services (the “Additional Terms”). All Additional Terms are incorporated by this reference into, and made a part of, these Terms.

22.4. Corrections. There may be information on the Services that contains typographical errors, inaccuracies, or omissions, including descriptions, pricing, availability, and various other information. We reserve the right to correct any errors, inaccuracies, or omissions and to change or update the information on the Services at any time, without prior notice.

22.5. Contact Us. In order to resolve a complaint regarding the Services or to receive further information regarding use of the Services, please contact us at [email protected].

22.6. No Support. We are under no obligation to provide support for the Services. In instances where we may offer support, the support will be subject to published policies.

22.7. California Users and Residents. If any complaint with us is not satisfactorily resolved, you can contact the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs in writing at 1625 North Market Blvd., Suite N 112, Sacramento, California 95834 or by telephone at (800) 952-5210 or (916) 445-1254.

22.8. Electronic Communications. By visiting the Services, sending us emails, and completing online forms constitute electronic communications, you consent to receive electronic communications from us, and you agree that all agreements, notices, disclosures, and other communications we provide to you electronically, via email and on the Services, satisfy any legal requirement that such communication be in writing. You hereby agree to the use of electronic signatures, contracts, orders, and other records, and to electronic delivery of notices, policies, and records of transactions initiated or completed by us or via the Services. You hereby waive any rights or requirements under any statutes, regulations, rules, ordinances, or other laws in any jurisdiction which require an original signature or delivery or retention of non-electronic records, or to payments or the granting of credits by any means other than electronic means.

23. NOTICE REGARDING APPLE. This Section 23 (Notice Regarding Apple) only applies to the extent you are using our mobile application on an iOS device. You acknowledge that these Terms are between you and Zora only, not with Apple Inc. (“Apple”), and Apple is not responsible for the Services or the content of it. Apple has no obligation to furnish any maintenance and support services with respect to the Services. If the Services fails to conform to any applicable warranty, you may notify Apple, and Apple will refund any applicable purchase price for the mobile application to you. To the maximum extent permitted by applicable law, Apple has no other warranty obligation with respect to the Services. Apple is not responsible for addressing any claims by you or any third party relating to the Services or your possession and/or use of the Services, including: (1) product liability claims; (2) any claim that the Services fails to conform to any applicable legal or regulatory requirement; or (3) claims arising under consumer protection or similar legislation. Apple is not responsible for the investigation, defense, settlement, and discharge of any third-party claim that the Services and/or your possession and use of the Services infringe a third party’s intellectual property rights. You agree to comply with any applicable third-party terms when using the Services. Apple and Apple’s subsidiaries are third-party beneficiaries of these Terms, and upon your acceptance of these Terms, Apple will have the right (and will be deemed to have accepted the right) to enforce these Terms against you as a third-party beneficiary of these Terms.

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