Zora Labs Terms of Service

Last updated: April 12, 2024

These Terms of Service (these "Terms") 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, futuretape.xyz and zora.energy websites, along with our related websites, hosted applications, mobile or other downloadable applications, as well as any other technology and services provided by us (collectively, the “Services”). For clarity, access of and use of the nouns.build website is subject to and governed by the Nouns Builder Terms of Service available at https://nouns.build/legal.

Additional terms apply to your use of the Services in connection with the Zora layer-two optimistic rollup network (the “Zora Network”). Please carefully review Appendix A to these Terms, titled “Supplemental Terms for Zora Network Services” (the “Zora Network Supplemental Terms”) before accessing or using the Zora Network through the Services. Terms not otherwise defined herein shall have the meaning assigned to them in the Zora Network Supplemental Terms.

Certain parts of the Services include a web application and graphical user display operated by us that enable you to interact with the Zora Network and Zora Protocol (as defined below). However, the Zora Network and Zora Protocol are not part of the Services. As further described in these Terms and the Zora Network Supplemental Terms, your use of the Zora Network and Zora Protocol is entirely at your own risk and we make no representations or warranties with respect to the Zora Network and Zora Protocol.

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, AND THE ZORA NETWORK SUPPLEMENTAL TERMS (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 17 (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 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 will be required to verify your email address and either create or connect a digital cryptocurrency wallet (“Wallet”) (such as MetaMask or Coinbase Wallet) to the Services to create an account. Once your account has been registered, you can add additional information to your profile. Your Wallet address, username (if applicable), and other information you voluntarily add to your profile 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, including a Privy Wallet (as defined below) 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, crypto assets, or any other contents in your Wallet. You acknowledge and agree that we are not party to any transactions conducted while using our Services. We make no representations or warranties regarding how the Services will operate or be compatible with any specific Wallet. The private keys necessary to access the assets held in a Wallet are not held by the Company. 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.

4.3. Privy Wallet. If you do not have a Wallet, you can create one using the Services. Zora partners with Privy, a third party non-custodial wallet infrastructure provider, to allow users to create a Zora account that includes a self-custodial Wallet that can be accessed via the Services (“Privy Wallet”). By creating or using a Privy Wallet in connection with the Services, you agree that you are using the Privy Wallet under Privy’s terms and conditions available at https://www.privy.io/terms-of-service. Only you can sign transactions and access and control your Wallet’s contents. Zora does not have custody, possession, control, or otherwise have access to your Privy Wallet or any assets that may be contained therein, and does not have access to or store any passwords, recovery phrases, private keys, passkeys, or any other credentials associated with user Wallets or your use of the Services. You are solely responsible for securing your Zora account and Privy Wallet authentication credentials, passkeys, and private keys. You can find more information about how Privy Wallets work at https://support.zora.co/en/articles/8637120-how-wallets-created-on-zora-work.

4.4. Assistance. If you notice any unauthorized or suspicious activity in Wallets that are related or linked to the Services, please notify us immediately at [email protected]. However, Zora shall have no duty or obligation to assist you in connection with such activity related to a Wallet, including if you are unable to locate your Wallet credentials.

5. SERVICES AND PROTOCOLS.

5.1. The Services and Zora Protocol. The Zora Protocol is an NFT platform protocol that was developed by Zora and is available alongside the Services (the “Zora Protocol”). The Services allow users to: (i) create non-fungible cryptographic tokens that represent unique pieces of media (each an “NFT”); (ii) publish (or “mint”) NFTs to a blockchain; (iii) buy and sell NFTs on the Services; and (iv) develop projects that run on the Zora Protocol. The Services provide one method for accessing the Zora Protocol, but are not the only way to do so. For clarity, the defined term “Services” does not include the Zora Protocol.

5.2. Developing Projects on the Zora Protocol. The Services provide 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 on Supported Networks using the Zora Protocol. You may decide to bridge crypto assets to a Supported Network to participate in the creation or development of NFTs. Each NFT minted with the Zora Protocol exists on the creator’s chosen Supported Network as a cryptographic token that cannot be copied or replicated and can only be controlled by the person who holds the network private key that corresponds to the NFT’s network address. The functionality and interoperability of NFTs on other blockchain networks or any Supported Network vary on a blockchain-by-blockchain basis. As a result, NFTs created on a Supported Network may not be supported on or capable of being bridged to any other blockchain network or Supported Network. 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.

5.4. Buying & Selling NFTs on Zora Market. Each transaction on Zora is directly between the buyer and seller of the applicable NFT.

5.5. Enjoy NFTs. The Services includes an aggregation functionality (the “Feed”) that allows you to view and discover newly-released NFTs, including Creator NFTs and NFTs that were created on third-party websites, third-party NFT marketplaces, or sources other than the Services (each a “Third-Party Source,” and such NFTs from Third-Party Sources, “Third-Party NFTs”). 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 except as described in Section 5.3.3.

5.6. Rewards Programs. Zora, in its sole discretion, may offer you certain incentives and rewards for your use of the Services, which may include, but not be limited to, airdrops of crypto assets to the Wallet used on the Services. In connection with such rewards, you hereby agree that Zora may publish publicly available Wallet activity through the Services. The criteria for earning any such 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. In connection with any rewards programs, you may be required to claim the rewards using your eligible Wallet during the relevant promotional period. If any rewards are not claimed during the promotional period, you understand and agree that such rewards may expire, and you will no longer have any right to claim such rewards. You agree that you are responsible for paying any and all Gas Fees and taxes that may arise out of rewards claimed by you. Zora reserves the right, in its sole discretion, to change, modify, discontinue, or cancel any rewards programs, at any time, without notice to you, and without any liability to you.

5.7. Supported Crypto Assets, NFTs, and Fiat Currencies.

5.8. Canvas. Zora’s Canvas service (“Canvas”) provides a simple interactive interface for Zora users to create, design, edit, and mint new digital art content.

6. OWNERSHIP; PROPRIETARY RIGHTS.

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

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.

7.4. 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:

7.5. 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:

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:

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.

10.1. Fees. We charge fees for some or part of the Services we make available to you. This includes the Minting Fee. Before you are charged any fees, you will have an opportunity to review and accept the fees that you will be charged. Fees will be paid in whatever payment method a Creator selects for their NFT, with the default being Ether (ETH). All fees 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.

10.2. Purchasing with Mints. For NFTs priced in ETH, In lieu of paying the Minting Fee, you may opt to purchase through the Services an NFT that is redeemable for a single mint of an NFT (each a “Mint”). You will not be required to pay a Minting Fee when you mint an NFT using a Mint. Regardless of any future adjustments to the Minting Fee, your Mint will remain valid for a single mint of an NFT and you will not be required to pay any additional Minting Fee amounts when you redeem your Mint.

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 or other content), 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, or suggest false endorsement of another party (e.g. by including collaborators on NFT collections without their consent);

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. distribute spam, including through sending unwanted NFTs to other users;

12.12. attempt to artificially manipulate search results, comments, view counts, or other metrics that we may use to surface or highlight content or search results.

12.13. 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;

12.14. 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;

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

12.16. 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 display, include or make available services, content, data, information, applications or other materials from third-parties, including, but not limited to, Privy Wallets, Third-Party NFTs, and Third-Party Sources (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. Our Privacy Policy describes how we handle the information you provide to us when you use the Services. For an explanation of our privacy practices, please visit our Privacy Policy located at https://support.zora.co/en/articles/6383373-zora-privacy-policy.

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 will 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. Although not offered as part of the Services, the Zora Network, for example, may experience hardware, software, or other problems or need to perform maintenance related to the Services, resulting in network outrages, failed transactions, 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 Zora 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 brought 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, ALL MATERIALS AND CONTENT AVAILABLE ON OR THROUGH THE SERVICES AND THE ZORA NETWORK, ARE PROVIDED ON AN AS-IS AND AS-AVAILABLE BASIS. YOU AGREE THAT YOUR USE OF THE SERVICES, THE ZORA PROTOCOL, AND THE ZORA NETWORK IS AT YOUR SOLE RISK. TO THE FULLEST EXTENT PERMITTED BY LAW, WE DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, IN CONNECTION WITH THE SERVICES, THE ZORA PROTOCOL, AND THE ZORA NETWORK, 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’ 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 AS A RESULT OF YOUR USE OF THE SERVICES, THE ZORA PROTOCOL, OR THE ZORA NETWORK, (ii) PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM YOUR ACCESS TO AND USE OF THE SERVICES, THE ZORA PROTOCOL, OR THE ZORA NETWORK, (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, THE ZORA PROTOCOL, OR THE ZORA NETWORK, (v) ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE WHICH MAY BE TRANSMITTED TO OR THROUGH THE SERVICES, THE ZORA PROTOCOL, OR THE ZORA NETWORK BY ANY THIRD PARTY, (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, THE ZORA PROTOCOL, OR THE ZORA NETWORK, AND/OR (vii) ANY USER’S ACTIONS OR INACTIONS WITH RESPECT TO THE USE OF THE SERVICES, THE ZORA PROTOCOL, OR THE ZORA NETWORK. WE DO NOT WARRANT, ENDORSE, GUARANTEE, OR ASSUME RESPONSIBILITY FOR ANY PRODUCT OR SERVICE ADVERTISED OR OFFERED BY A THIRD PARTY THROUGH THE SERVICES (INCLUDING, FOR THE AVOIDANCE OF DOUBT, ANY THIRD-PARTY PRODUCTS AS DISCUSSED IN APPENDIX A), 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 (INCLUDING ANY THIRD-PARTY PRODUCTS). ALTHOUGH THERE MAY NOT BE A PURCHASE IN THE TRADITIONAL SENSE, 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 CRYPTO ASSETS, NFTS OR USER CONTENT, YOUR WALLET (WHETHER FOR YOUR USE ON THE ZORA NETWORK OR OTHERWISE), OR THE ZORA NETWORK 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 USER'S OR UNAUTHORIZED THIRD-PARTY ACTIVITIES, INCLUDING WITHOUT LIMITATION THE USE OF VIRUSES, PHISHING, BRUTEFORCING OR OTHER MEANS OF ATTACK AGAINST YOU (E.G., “RUG PULLS” OR OTHER SCAMS), THE SERVICES, THE ZORA PROTOCOL, NFTS, OR THE ZORA NETWORK; (v) FLUCTUATIONS IN THE PRICE OF NFTS OR ANY OTHER CRYPTO 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, THE ZORA PROTOCOL, OR THE ZORA NETWORK.

19.3. Blockchain and Wallet Disclaimer. You understand that smart contract transactions automatically execute and settle, and that blockchain-based transactions are irreversible when confirmed. You accept and acknowledge that there are risks associated with holding or using NFTs and using any Supported Networks, including but not limited to, the risk of losing access to your address due to loss of private keys, seed phrases, passkeys, 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 network protocol. You agree to take all reasonable steps to protect your Wallet credentials including passwords, passkeys, pin codes, and access to your devices for authentication, including SMS or multi-factor authentication. You agree to comply with all third party terms associated with Wallets that are linked to the Services. 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 Services 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.

19.7. Novel and Experimental Technology. The Services, Zora Protocol, and Zora Network rely on novel and experimental technology that may contain bugs, viruses, Trojan horses, or other vulnerabilities, and may be subject to hacks, phishing attempts or other malicious activity, that could result in a complete loss of the crypto assets that you use in connection with the Services, Zora Protocol, or the Zora Network. By using the Services, the Zora Protocol, or the Zora Network, you acknowledge and agree to use such a novel and experimental technology at your own risk. You further acknowledge and agree that there are certain risks native to cryptographic or blockchain-based systems, which include but are not limited to, private key security, high price volatility, technological vulnerabilities, cybersecurity attacks, and other forms of malicious activity present in the crypto asset ecosystem (e.g., scams, rug pulls). Please do your own due diligence before engaging with the Services, Zora Protocol, or Zora Network whether directly or via any Third-Party Products.

19.8. Legal and Regulatory Developments. The framework for the regulation of crypto assets is rapidly evolving and subject to change. You understand that it is your responsibility to ensure that you are using the Services, the Zora Protocol, Zora Network, and any Third-Party Products in a manner that is consistent with applicable laws, rules, and regulations.

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, THE ZORA NETWORK, THIRD-PARTY PRODUCTS, OR ANY MATERIALS OR CONTENT ON THE SERVICES, THE ZORA NETWORK, OR ANY THIRD-PARTY PRODUCT, 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, THE ZORA NETWORK, ANY THIRD-PARTY PRODUCT, 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 (LIMITATIONS 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, the Zora Protocol, or the Zora Network; (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, Zora Protocol, or the Zora Network 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 or administrative for the Services or the Zora Network. 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.

1. ZORA NETWORK SERVICES OVERVIEW. The Services allow you to access and interact with the Zora Network, a layer-two optimistic rollup on the Ethereum public blockchain network. The Zora Network is designed to increase transaction throughput, efficiency, and speed by combining multiple transactions into “batches” and settling these transactions to the Ethereum blockchain in compressed format. The Services do not include financial services of any kind, including, without limitation broker, dealer, exchange, investment adviser, or custody services. The Services are technological services that enable you to access and interact with the Zora Network directly. This means that you are solely responsible for the transfer, custody, and management of the crypto assets that you use in connection with the Zora Network.

2. ACCESSING THE ZORA NETWORK THROUGH THE SERVICES. To access the Zora Network through the Services, you will be required to connect a Wallet to the Services.

3. ZORA NETWORK SERVICES.

3.1. Distinguishing the Services from the Zora Network. The Zora Network is a layer-two optimistic rollup on the Ethereum public blockchain that is accessible through the Services.

3.2. Bridging and Withdrawing.

3.3. Verifier. You may choose to serve as a “verifier” on the Zora Network (“Verifier”) by operating the necessary hardware and open-source software to verify transactions on layer-two optimistic rollups on the Ethereum blockchain. Verifiers may monitor for discrepancies (or “faults”) between the transaction history and state of the Zora Network to protect against any loss of crypto assets as a result of a failure of the Zora Network technology. You are responsible for maintaining all hardware and software necessary to serve as a Verifier.

3.4. Sequencer. As a layer-two optimistic rollup on the Ethereum public blockchain network, the Zora Network will combine multiple transactions into “batches” and settle these transactions to the Ethereum blockchain in a compressed format via a component of the Zora Network known as a “sequencer” (the “Sequencer”).

3.5. Waiting Periods.

3.6. Zora Network Transaction Fees. The Zora Network will charge you a transaction fee or “gas” on each transaction that you initiate on the Zora Network. You are responsible for any and all gas fees that are charged to your Wallet as a result of your transactions on the Zora Network.

3.7. Third-Party Products.

4. PROHIBITED ACTIVITIES. You understand that you are responsible for all conduct and activities associated with your Wallet that occur on the Zora Network in connection with your use of the Services. As a result, you agree that you will not engage in any of the following activities through the Services: (i) circumvent or attempt to circumvent any limitations or restrictions placed on network access of the Services and/or Zora Network; (ii) use the Services and/or Zora Network in a manner that could interfere with, disrupt, negatively affect, or inhibit other users from enjoying the Services and/or Zora Network, or that could damage, disable, overburden, or impair the functioning of the Services and/or Zora Network; (iii) develop, attempt to develop, deploy, or attempt to deploy any software or technology that could harm or negatively affect the Services and/or Zora Network, or which should be reasonably likely to harm or negatively affect the Services and/or Zora Network; (iv) reverse engineer any aspect of the Services and/or Zora Network, or engage in any activities that are intended or might discover the Services and/or Zora Network’s source code, (v) use the Services and/or Zora Network to carry out or facilitate any illegal activities, including but not limited to, money laundering and terrorist financing; (vi) use the Services and/or Zora Network to engage in “front-running,” “wash trading,” “pump and dump” trading, "rug pulls" and similar scams, or other activities that are meant to, or are reasonably likely to, deceive or manipulate trading activities or harm other users; or (vii) use the Services and/or Zora Network to participate in any financial activities that are subject to registration, licensing, or similar regulatory approvals.

5. ELIGIBILITY REQUIREMENTS. Pursuant to Section 2.1 of the Terms, persons subject to economic and trade sanctions and/or located in a jurisdiction subject to economic and trade sanctions, among others, are not eligible to access or use the Services. Additionally, the Zora Network is designed to programmatically restrict persons subject to economic and trade sanctions and/or located in a jurisdiction subject to economic and trade sanctions from accessing the Zora Network.