Last Updated Date: October 25th 2022
By purchasing, acquiring, or otherwise receiving a non-fungible token hosted on a blockchain platform on or through the Zoop platform (each, a “Zoop NFT”), you agree to these NFT Purchase Terms (the “Terms”). These Terms along with the Zoop Terms of Service which are incorporated herein by reference, are collectively referred to as the “Agreement”.
1. OWNERSHIP OF ZOOP NFTS AND ARTWORK. Each Zoop NFT is a limited-edition digital asset that embodies or includes certain artwork owned or created by or on behalf of Zoop and its licensors (the “Artwork”). You acknowledge and agree that, as between ii Corporation Ltd (“Zoop”) and you, Zoop owns all legal right, title and interest in and to the Artwork and all intellectual property rights therein. Zoop NFTs may also incorporate one or more elements of Zoop’s trademarks and branding (the “Brand”). Each Zoop NFT is a non-fungible token hosted on the Hedera blockchain, ownership of which can be transferred on or through such blockchain through gift, purchase or sale. The Artwork is neither stored nor embedded in the Zoop NFT, but is accessible through the Zoop NFT. ALTHOUGH THE ZOOP NFT ITSELF IS OWNED BY ITS THEN-CURRENT OWNER, THE ARTWORK EMBODIED THEREBY AND ANY BRAND INCORPORATED THEREIN OR USED IN CONNECTION THEREWITH IS LICENSED PURSUANT TO THESE TERMS, AND IS NOT TRANSFERRED OR SOLD, TO SUCH OWNER. “OWN” MEANS, WITH RESPECT TO A ZOOP NFT, A ZOOP NFT THAT YOU HAVE RIGHTFULLY AND LAWFULLY PURCHASED OR ACQUIRED FROM A LEGITIMATE SOURCE, WHERE PROOF OF SUCH PURCHASE OR ACQUISITION IS RECORDED ON THE HEDERA BLOCKCHAIN (AND THE TERMS “OWNED” AND “OWNER” SHALL BE INTERPRETED ACCORDINGLY). The rights that you have in and to the Artwork are limited to those expressly stated in the paragraph immediately below. Zoop and its licensors reserve all rights in and to the Artwork and Brand not expressly granted herein.
2. LICENSES. Subject to your lawful purchase or acquisition of a Zoop NFT and your continued compliance with this Agreement, Zoop grants you a worldwide, non-exclusive, revocable, royalty-free license, with no right to sub-license:
2.1. to display the Artwork and any Brand embodied by your Zoop NFT, solely as embodied by the applicable Zoop NFT and solely for the following purposes: (i) for your own personal, non-commercial use (e.g. display in a virtual gallery, on a mobile device, as an avatar or in your home); (ii) through or as a part of a marketplace that permits the purchase and sale of your Zoop NFT in connection with such potential purchase or sale, including the Zoop marketplace, provided that the marketplace cryptographically verifies rights to ensure that only the actual owner can offer a Zoop NFT for sale; or (iii) as part of a third-party website, application or platform that permits the inclusion, involvement or participation of your Zoop NFT, provided that the website/application/platform cryptographically verifies rights to ensure that only the actual owner can display the Zoop NFT; provided that this license to display the Artwork and any Brand embodied by the Zoop NFT is automatically and always transferred with the Zoop NFT as provided below, but is otherwise non-transferable; and
2.2. to access certain limited features or exercise certain privileges (“NFT Access Privileges”) offered on or through the Zoop website, mobile applications and/or platform (collectively, the “Services”), in each case in accordance with the functionalities of such Services and as may be modified by Zoop or the provider of any such NFT Access Privileges from time to time in Zoop’s sole discretion. Certain NFT Access Privileges may be time-limited and Zoop makes no representation that such NFT Access Privileges will continue to be available to any then-current Owner of a Zoop NFT.
3. TERM OF THE LICENSES. You acknowledge that the licenses granted to you in this Agreement apply only to the extent that you lawfully purchased or acquired and continue to Own the Zoop NFT. If, at any time, you sell, trade, donate, give away, transfer or otherwise dispose of your Zoop NFT for any reason, the licenses granted to you herein will immediately expire with respect to such Zoop NFT without the requirement of notice, and you will have no further rights in or to the Artwork or Brand embodied by such Zoop NFT, nor to any corresponding NFT Access Privileges. The licenses granted in this Agreement will also automatically terminate, with all rights returning to Zoop, if: (i) you breach this Agreement, including, but not limited to, by transferring or acquiring the Zoop NFT in a way not specifically permitted hereunder; or (ii) you engage in any unlawful business practice related to the Zoop NFT. In the event that you did not lawfully purchase or acquire the Zoop NFT or upon any termination of the licenses granted in this Agreement, Zoop may disable your access to the Artwork and/or Brand and/or deny you access to any further benefits, services or goods associated with the Zoop NFT, including the NFT Access Privileges.
4. RESTRICTIONS. You agree that you will not, nor will you permit any third-party to, do or attempt to do any of the following without Zoop’s express prior written consent in each case: (i) modify in any way the Artwork or Brand, including, but not limited to, the shapes, designs, drawings, attributes or color of the Artwork or Brand; (ii) use the Artwork or Brand as a brand or trademark or to advertise, market or sell any product or service (other than an authorized offering of the Zoop NFT itself); (iii) use the Artwork or Brand in connection with images, videos or other forms of media that depict hatred, intolerance, violence, cruelty or anything else that could reasonably be found to constitute hate speech or otherwise infringe upon the rights of others or promote illegal activities; (iv) use the Artwork or Brand in movies, videos or any other forms of media, except solely for your own personal, non-commercial use; (v) sell, distribute for commercial gain (including, but not limited to, giving away in the hopes of eventual commercial gain) or otherwise commercialize merchandise that includes, contains or consists of the Artwork or Brand; (vi) attempt to trademark, copyright or otherwise acquire additional intellectual property rights in or to the Artwork or Brand; (vii) use the Artwork or Brand in connection with defamatory or dishonest statements about Zoop and/or its affiliated companies, and its and their licensors, or which otherwise damage the goodwill, value or reputation associated therewith, or represent or imply that your exercise of the licenses granted hereunder is endorsed by any of the foregoing; or (viii) otherwise utilize the Artwork or Brand for your or any third-party’s commercial benefit (other than an authorized offering of the Zoop NFT itself). Without limiting the foregoing, the licenses granted by this Agreement does not include: (x) the right to use the Artwork or Brand in connection with other tokens or digital content; or (y) the right to create derivative works of the Artwork. You may not use or attempt to register any asset, including any domain names, social media accounts or related addresses, that contains or incorporates any Artwork or Brand.
5. TRANSFERRING YOUR ZOOP NFT. You may transfer any Zoop NFT that you lawfully Own to a third-party, subject to this Agreement. After any such transfer, your licenses to the Artwork and Brand and any access to any NFT Access Privileges will immediately terminate. Your licenses will also immediately terminate if you breach this Agreement. If you transfer any Zoop NFT, you must make the transferee aware of, and you must cause any such transferee to agree in writing to comply with and be bound by, the terms of this Agreement.
6. TRANSFER FEE. You acknowledge and agree that the original sale and any subsequent transfer of this Zoop NFT, by you or by the then-current Owner, is subject to a transaction fee payable to Zoop. The applicable transaction fee will be displayed to you or the then-current Owner, and the relevant purchaser, at the point of sale.
7. DISCLAIMER. Zoop provides the Zoop NFT, licenses the Artwork and Brand to the Owner of the Zoop NFT, and provides the Service and any NFT Access Privileges on an ‘AS IS’ basis, and expressly disclaims any warranties or conditions of any kind, either express or implied, including, but not limited to, any warranties or conditions of title, non-infringement, merchantability or fitness for a particular purpose.
