Terms of Service

ZOOP

TERMS OF SERVICE

Last Updated Date: October 28^th 2022

Welcome, and thank you for your interest in Zoop (“Zoop”, “we” or “us”), our websites at zoopcards.com, app.zoopcards.com, celebrity.zoopcards.com, and policy.zoopcards.com (collectively, the “Websites”), and any other services or resources that are accessed or enabled via the Websites (collectively with the Websites, the “Services”).

PLEASE READ THESE TERMS OF SERVICE (THESE “TERMS OF SERVICE”) CAREFULLY. While we’ve taken all effort to explain the provision of our Services to you in as simple and straightforward a manner as possible, there will inevitably be clauses that do contain a little bit of ‘legalease’. If you require any further explanation or clarification with regards to any of the following, please feel free to get in touch with us and we would be more than happy to provide further explanation and assistance.

BY ACCESSING OR USING THE SERVICES IN ANY WAY, INCLUDING BY CLICKING ON AN “I ACCEPT” BUTTON, COMPLETING THE ACCOUNT REGISTRATION PROCESS, AND/OR BROWSING THE WEBSITES, YOU REPRESENT THAT (1) YOU HAVE READ, UNDERSTAND, AND AGREE TO BE BOUND BY THESE TERMS OF SERVICE, (2) YOU ARE OF LEGAL AGE TO FORM A BINDING CONTRACT WITH ZOOP, AND (3) YOU HAVE THE AUTHORITY TO ENTER INTO THESE TERMS OF SERVICE PERSONALLY OR ON BEHALF OF THE ENTITY YOU HAVE NAMED AS THE USER, AND TO BIND THAT ENTITY TO THESE TERMS OF SERVICE. THE TERM “YOU” REFERS TO THE INDIVIDUAL OR LEGAL ENTITY, AS APPLICABLE, IDENTIFIED AS THE USER WHEN YOU REGISTERED FOR THE SERVICES. IF YOU DO NOT AGREE TO BE BOUND BY THESE TERMS OF SERVICE, YOU MAY NOT ACCESS OR USE ANY OF THE SERVICES.

THE SERVICES INCLUDE A PLATFORM WHICH ALLOWS USERS TO OFFER TO SELL, SELL AND BUY TANGIBLE AND/OR DIGITAL GOODS, ASSETS, PRODUCTS, SERVICES AND BENEFITS. ALL ITEMS AVAILABLE THROUGH THE PLATFORM, WHETHER DIGITAL OR TANGIBLE, ARE FURNISHED BY OR ON BEHALF OF SELLERS IN CONNECTION WITH SUCH SALES. ZOOP IS NOT RESPONSIBLE FOR ANY GOODS OFFERED FOR SALE OR SOLD THROUGH THE SERVICES. WE ARE NOT A BROKER, FINANCIAL INSTITUTION, OR CREDITOR. YOU AGREE THAT WE SHALL NOT BE A PARTY TO OR HAVE ANY RESPONSIBILITY OR LIABILITY FOR, ARISING OUT OF, RELATING TO, ASSOCIATED WITH OR RESULTING FROM ANY DISPUTES BETWEEN YOU AND ANY SELLER OF GOODS IN RESPECT OF THE USE, MISUSE, PROVISION OR FAILURE TO PROVIDE ANY GOODS.

Your use of, and participation in, certain Services may be subject to additional terms (“Supplemental Terms”) and such Supplemental Terms will either be listed in these Terms of Service or will be presented to you for your acceptance when you sign up to use the supplemental Service. If these Terms of Service are inconsistent with the Supplemental Terms, the Supplemental Terms shall control with respect to such Service.

PLEASE NOTE THAT THESE TERMS OF SERVICE ARE SUBJECT TO CHANGE BY US IN OUR SOLE DISCRETION AT ANY TIME. When changes are made, we will make a new copy of these Terms of Service available on or through the Services and any new Supplemental Terms will be made available from within, or through, the affected Service on the Websites. We will also update the “Last Updated” date at the top of these Terms of Service. If we make any material changes, and you have registered with us to create an Account (defined below) we may also send an e-mail to you at the last e-mail address you provided to us pursuant to the Terms of Service. Any changes to these Terms of Service will be effective immediately for new users of the Services and will be effective thirty (30) days after posting notice of such changes on the Websites for existing Members (defined below). We may also require you to provide consent to the updated Terms of Service in a specified manner before further use of the Services is permitted. If you do not agree to any change(s) after receiving a notice of such change(s), you shall stop using the Services. Otherwise, your continued use of the Services constitutes your acceptance of such change(s). PLEASE REGULARLY CHECK THE SERVICES TO VIEW THE THEN-CURRENT TERMS OF SERVICE.

1. WHO WE ARE. The Services are owned and operated by ii USA Corporation (d/b/a Zoopcards), wholly owned by ii Corporation Ltd. (d/b/a influencer index), (collectively, the “Company”, "we", “us” or "our"), a company incorporated in the Cayman Islands. Our registered office is at 1008 Willow House, Cricket Square, Grand Cayman, KY1-1001. You can contact us at support@zoopcards.com.

2. WHO CAN USE THE SERVICES. No one under the age of sixteen (16) is allowed to create an Account or otherwise use the Services. By using the Services, you represent that you are: (a) over the age of sixteen (16) and agree to form a binding contract with us; (b) not barred from using the Services under the applicable laws of the country where you are located; and (c) not someone who has previously had an Account disabled on the Services for a violation of these Terms of Service, any applicable laws or any of our policies.

2.1. Age Controls. A user’s age must first be verified in order to use the Zoop platform. This requirement is fulfilled through the submission of an official Identity Document. This can be a passport, driver’s license or an official citizenship document. To authenticate the user’s identity a biometric facial recognition scan is required along with the user’s identity document. Zoop is a platform for users 16 and older. Minors are not allowed to own an account on Zoop. If users are under 16, we cannot offer them a Zoop account. We do not knowingly collect information from or direct any of our content specifically to children under the age of 16. If we learn or have reason to suspect that a user is under the age of 16, we will close the account associated with that user.

2.2. Location Controls. A user’s address must be known in order to use the Zoop platform, as it is a required component of our KYC/AML policy. If we learn or have reason to suspect that a user’s address is fraudulent, Zoop reserves the right to ask the user for further authentication. Documents which can be used to confirm a user’s address include a valid driver’s license, utility bills or bank statements. Furthermore, with the permission of the user, Zoop may use GPS localization to verify a user’s State(city) or Country. Zoop is available only in certain countries and locations. Zoop reserves the right to request the user’s proof of legal address for authorization and to safeguard the veracity of financial transactions within the app. Users from the following countries will not be permitted to open accounts or execute transactions on the Platform: Afghanistan, Belarus, the Central African Republic, Democratic Republic of the Congo, Cuba, Guinea-Bissau, Islamic Republic of Iraq, Democratic People's Republic of Korea, Libya, Mali, Myanmar, Russia, Somalia, South Sudan, Sudan, Syrian Arab Republic, Ukraine, Bolivarian Republic of Venezuela and Yemen. Zoop will implement controls to prevent Customers in these jurisdictions from opening accounts or executing transactions. Controls may include, but are not limited to, blocking sign up or manually reviewing accounts based on IP location, apparent VPN usage to evade IP location, telephone country code, email domain, and billing address. Zoop will monitor end-users that were initially offboarded and/or closed due to being from a prohibited jurisdiction in order to prevent them from circumventing Zoop’s internal controls to access the Platform.

3. SERVICES. The Services consist of the Zoop websites, the Zoop platform and any other products and services made available by Zoop. Zoop is a platform where users can access premium information, data, text, software, music, sound, photographs, graphics, video, messages, tags and/or other materials (collectively, “Content”) made available by their favorite artists, musicians, and creators (“Creator(s),” and such Content “Creator Content”), join exclusive members-only communities for those Creators (“Membership Communities”), purchase and sell digital and tangible merchandise and collectibles through Membership Communities or the Platform (as defined below), and interact with Creators and other Members.

3.1. License to use the Services. The Services and the information and content available on or through them are protected by copyright laws. Subject to the terms of these Terms of Service, Zoop grants you a limited license to access and use the Services on the basis that this license is:

(a) not a commercial license – you can only access and use the Services for your own personal, non-commercial uses;

(b) non-transferable – you cannot pass this right to someone else;

(d) revocable – we have the right to remove your ability to use the Services at any time; and

(e) limited – the license does not extend beyond what has just been described above.

3.2. Updates. You understand that the Services are evolving. As a result, we may require you to accept updates to any of the Services that you have installed on your computer or mobile device. You acknowledge and agree that we may update the Services with or without notifying you. You may need to update third-party software from time to time in order to use the Services.

3.3. Certain Restrictions. The rights granted to you in the Terms of Service are subject to the following restrictions:

(a) You cannot violate someone else’s rights by impersonating them, posting their private or confidential information, or otherwise infringing their intellectual property rights, publicity rights or right to privacy.

(b) You may not post content belonging to another person, unless you have obtained a license or permission from such person in advance.

(d) You cannot use the Services to promote or offer commercial activities and/or sales, such as contests, sweepstakes, advertising or pyramid schemes without our prior written consent.

(e) You cannot use the Services to carry out any financial activities subject to registration or licensing, including, but not limited to, using the Services to transact in securities or other similar transactions.

(f) You cannot use the Services to harass, intimidate, defame, or bully other users.

(g) You cannot conduct yourself in a vulgar, offensive, harassing or objectionable manner while using the Services.

(h) You cannot use the Services to generate unsolicited advertisement or spam.

(i) You cannot engage in any activity that would interfere with or impair the delivery of our Services or its intended operation.

(j) You cannot upload or otherwise send or transmit any material that contains viruses, ‘Trojan horses’, worms or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of the Services or any associated infrastructure.

(k) You cannot reproduce, copy, transmit, store, sell or otherwise distribute the Services.

(l) You cannot alter, translate, create derivative works from, or try to reverse engineer the Services or any associated infrastructure, or otherwise attempt to derive the source code of the software that enables or underlies the Services.

(m) You cannot purchase and sell, or attempt to license, any account (including your individual account) or other data obtained through the Services or in the course of using our Services.

(n) You cannot frame or use framing techniques to enclose any of our trademarks, logos or other content (including images, text, page layout or form).

(o) You cannot use any manual or automated software, devices or other processes (including, but not limited to, spiders, robots, scrapers, crawlers, avatars, data mining tools or the like) to ‘scrape’ or download data from any web pages on the Services (except that we may choose to grant the operators of public search engines revocable permission to use spiders to copy materials from the Services for the sole purpose of and solely to the extent necessary for creating publicly available searchable indices of the materials, but not caches or archives of such materials).

(p) You cannot remove or destroy any copyright notices or other proprietary markings contained on or in the Services.

4. ACCOUNT REGISTRATION.

1.1. Registering Your Account. In order to access certain features of the Services, you may be required to become a Member. For purposes of the Terms of Service, a “Member” is a user who has registered an account on the Websites (“Account”).

1.2. Registration Data. In registering an Account on the Services, you agree to: (a) provide true, accurate, current and complete information about yourself as prompted by the registration form (the “Registration Data”); and (b) maintain and promptly update the Registration Data to keep it true, accurate, current and complete. You are responsible for all activities that occur under your Account. You agree that you will monitor your Account to restrict use by minors, and you will accept full responsibility for any unauthorized use of the Services by minors. You may not share your Account or password with anyone, and you agree to notify us immediately of any unauthorized use of your password or any other breach of security. If you provide any information that is untrue, inaccurate, not current or incomplete, or we have reasonable grounds to suspect that any information you provide is untrue, inaccurate, not current or incomplete, we have the right to suspend or terminate your Account and refuse any and all current or future use of the Services. You agree not to create an Account using a false identity or information, or on behalf of someone other than yourself. You agree that you will not have more than one Account per platform at any given time. We reserve the right to remove or reclaim any usernames at any time and for any reason, including, but not limited to, claims by a third-party that a username violates the third-party’s rights.

1.3. Requests for Additional Information. Zoop may from time to time require you to provide additional information and documents at the request of any competent authority, in order to help Zoop comply with applicable law, regulation, or policy, including laws related to money laundering and funds obtained by criminal means, or for counteracting financing of terrorism, or otherwise in Zoop’s sole discretion. Zoop may also require you to provide additional information and documents in cases where it has reasons to believe that: (a) your Account is being used for money laundering or for any other illegal activity; (b) you have concealed or reported false identification information and other details; or (c) transactions effected via your Account were effected in breach of these Terms of Service. In such cases, Zoop may, in its sole discretion, pause or cancel your transactions until such requested additional information and documents have been reviewed by Zoop and accepted as satisfying the requirements of applicable law, regulation, or policy. If you do not provide complete and accurate information and documents in response to any such request from Zoop, Zoop may refuse to provide any NFTs, product, service, and/or further access to the Services to you.

1.4. Member Warranties. When you register for an Account, you hereby warrant to us as follows:

(a) Independent Investigation and Non-Reliance. You are sophisticated, experienced and knowledgeable in the minting, listing, buying, selling or trading of any NFTs (as defined below) using blockchain technology. Additionally, you have conducted an independent investigation of the Services and the matters contemplated by these Terms of Service, have formed your own independent judgment regarding the benefits and risks of and necessary and desirable practices regarding the foregoing and, in making the determination to mint, list, buy, sell or trade any NFTs using the Services, you have relied solely on the results of such investigation and such independent judgment. You understand, acknowledge and agree that the legal requirements applicable to blockchain technologies and digital assets generally, including the NFTs, are evolving, and you have conducted an independent investigation of such potentially applicable legal requirements and the resulting risks and uncertainties, including the risk that one or more governmental entities or other persons may assert that any digital assets or cryptographic tokens (including the NFTs) may constitute securities under applicable legal requirements.

(b) Litigation. There is no legal proceeding pending that relates to your activities relating to the minting of NFTs or other token or digital asset trading or blockchain technology related activities.

(c) Compliance. You have not failed to comply with, and have not violated, any applicable legal requirement relating to any blockchain technologies, token trading activities or minting NFTs. No investigation or review by any governmental entity is pending or, to your knowledge, has been threatened against or with respect to you, nor does any government order or action prohibit you or any of your representatives from engaging in or continuing any conduct, activity or practice relating to buying, minting or selling NFTs.

1.5. Your Account. Notwithstanding anything to the contrary herein, you acknowledge and agree that you shall have no ownership or other property interest in your Account.

1.6. Necessary Equipment and Software. You must provide all equipment and software necessary to connect to the Services, including but not limited to, a mobile device that is suitable to connect with and use the Services, in cases where the Services offer a mobile component. You are solely responsible for any fees, including Internet connection or mobile fees, that you incur when accessing or using the Services.

1.7. Relationship of the Parties. You are an independent contractor and not a partner, joint venturer, agent or employee of Zoop, and you will not bind or attempt to bind Zoop to any contract. Neither these Terms of Service nor your use of the Services shall create an association, partnership, joint venture, or relationship of principal and agent, master and servant, or employer and employee, between you and Zoop.

2. USING THE SERVICES.

2.1. Platform. The Services include a platform (the “Platform”) where Zoop, Members and Creators can offer for sale, sell, offer to purchase and purchase digital assets including, but not limited to, non-fungible tokens hosted on a blockchain platform supported by Zoop (“NFTs”). Pricing and payment terms, including the specific details with relation to the offering of any NFTs, shall be set forth at point of sale. Certain portions of the Platform may be accessible only through the Membership Community of a particular Creator. NFTs listed on the Platform are being offered by the individuals seeking to sell NFTs (“Sellers”), and the actual contracts for sale are between the Sellers and the individuals seeking to buy NFTs (“Buyers”). A Member who has purchased a NFT on the Platform may be able to resell that NFT on the Platform. While we may, in our discretion, help facilitate resolution of disputes through various programs, we have no control over the quality of NFTs offered on the Platform. We cannot control or guarantee the truth or accuracy of a Member’s or Creator’s Content, the ability of Sellers to sell NFTs, the ability of Buyers to pay for NFTs, or that a Buyer and Seller will actually complete a transaction or deliver or return any NFTs listed on the Platform. While Zoop may provide pricing and guidance for NFTs sold by Sellers on our Platform, such information is solely informational. We do not have control over the quality, timing, legality, failure to provide, or any aspect whatsoever of any reviews provided by Members, NFTs sold by Sellers, or of the integrity, responsibility, or any actions of any Members. Zoop makes no representations about the suitability, reliability, timeliness or accuracy in public, private or offline interactions. When interacting with other Members you should exercise caution and common sense to protect your personal safety and property, just as you would when interacting offline with other persons whom you don’t know. NEITHER ZOOP NOR ITS AFFILIATES OR LICENSORS ARE RESPONSIBLE FOR THE CONDUCT, WHETHER ONLINE OR OFFLINE, OF ANY USER OF THE SERVICES. ZOOP AND ITS AFFILIATES AND LICENSORS WILL NOT BE LIABLE FOR ANY CLAIM, INJURY OR DAMAGE ARISING IN CONNECTION WITH YOUR INTERACTIONS WITH OTHER USERS OF THE SERVICES OR YOUR USE OF OR INABILITY TO USE ANY NFTs PURCHASED THROUGH THE SERVICES.

2.2. Zoop NFTs. You may from time to time have the opportunity to purchase NFTs through the Platform. NFTs may be redeemed for or used to ‘unlock’ various goods, rights, and other privileges on or through the Services, including, but not limited to, unique Creator Content not otherwise available to Members. The terms applicable to the purchase of each NFT will be displayed to you at point of sale, and such terms will be viewable at all times thereafter by the then-current owner. When you purchase a NFT, you agree to comply with any terms, including licenses or payment rights, that are embedded within or otherwise included with such NFT, and to make commercially reasonable efforts to bind subsequent owners of such NFTs to any such terms. Unless otherwise expressly set forth at point of sale for such NFT, ownership of a NFT does not convey any right, title or interest in or to the Content, including any characters, artwork, or other work of authorship, embodied by or linked to such NFT (such Content, “NFT IP”). Unless otherwise expressly set forth at point of sale for such NFT, when you purchase a NFT you shall receive in connection with such NFT a limited, non-exclusive, non-sublicensable, non-transferable license to view and display the NFT IP for your personal, non-commercial use and to perform, display and reproduce the NFT IP solely in accordance with the functionality of the Services for so long as you own such NFT.

2.3. Storage of Your NFTs. Zoop will record ownership of your NFTs on its internal ledger. You will be able to access your NFTs through your Account. If you lose your Account, you may lose access to your NFTs. While your NFTs may be interoperable with other compatible blockchains, platforms, digital wallets or other services, only NFTs supported by Zoop that are stored on the Platform will be accessible through the Platform. NFTs that have been transferred out of your Account to a third-party blockchain, platform, digital wallet or other service may no longer be compatible with the Platform, and Zoop disclaims all liability in connection with NFTs that have been so transferred.

2.4. Memberships. Members may from time to time be given access to Membership Communities through the Platform. Each Membership Community has unique access requirements. Members may be able to use certain NFTs to gain access to a Membership Community. Once you join a Membership Community, you may have access to certain Creator Content and/or Third-Party Websites and/or Third-Party Applications (as defined below) through such Membership Community.

2.5. Selling NFTs on Zoop. PLEASE READ CAREFULLY THIS IMPORTANT INFORMATION ABOUT PROCEDURES FOR SELLING ON ZOOP BEFORE USING THE PLATFORM TO SELL NFTs. To help the government fight the funding of terrorism and money laundering activities, applicable laws require all financial institutions to obtain, verify, and record information that identifies each person who has an account which has the ability to list items for sale on Zoop. When you engage in transactions on Zoop, we may ask for your name, address, date of birth, and other information that will allow us and/or our Payment Processor(s) (as defined below) to identify you. We may also ask for a copy of your driver’s license or other identifying documents. We reserve the right to require you to provide additional information and documents in accordance with Section 4.3 of these Terms of Service. Failure to provide such information upon request, as well as any other violation of these Terms of Service, may result in your removal from the Services, including a termination of your ability to sell through the Platform.

2.6. Restrictions Specific to NFTs. You shall not (and shall not permit any third-party to) (a) take any action or (b) Make Available any Content on or through the Services that engages in or knowingly facilitates any ‘front-running’, ‘wash trading’, ‘pump and dump trading’, ‘ramping’, ‘cornering’ or fraudulent, deceptive or manipulative trading activities, including: (a) trading a NFT at successively lower or higher prices for the purpose of creating or inducing a false, misleading or artificial appearance of activity in such NFT, unduly or improperly influencing the market price for such NFT trading on the Services or establishing a price which does not reflect the true state of the market in such NFT; (b) executing or causing the execution of any transaction in a NFT which involves no material change in the beneficial ownership thereof; (c) entering any order for the purchase or sale of a NFT with the knowledge that an order of substantially the same size, and at substantially the same price, for the sale of such NFT, has been or will be entered by or for the same or different parties; or (d) participating in, facilitating, assisting or knowingly transacting with any pool, syndicate or joint account organized for the purpose of unfairly or deceptively influencing the market price of an a NFT.

2.7. Taxes on Transactions Involving NFTs. You are solely responsible for determining what, if any, taxes apply to transactions involving your NFTs. Neither Zoop nor any other Zoop entity is responsible for determining the taxes that may apply to transactions involving NFTs.

3. RESPONSIBILITY FOR CONTENT.

3.1. Types of Content. You acknowledge that all Content shall be the sole responsibility of the party from whom such Content originated. This means that you, and not Zoop, are entirely responsible for all Content that you upload, post, e-mail, transmit or otherwise make available (“Make Available”) through the Services (“Your Content”), and that you and other Members of the Services, and not Zoop, are similarly responsible for all Content that you and they Make Available through the Services (“User Content”). User Content includes, but is not limited to, Creator Content.

3.2. No Obligation to Pre-Screen Content. You acknowledge that we have no obligation to pre-screen Content (including, but not limited to, User Content), although we reserve the right in our sole discretion to monitor, pre-screen, refuse or remove any Content. By entering into the Terms of Service, you hereby provide your irrevocable consent to such monitoring. You acknowledge and agree that you have no expectation of privacy concerning the transmission of Your Content, including, but not limited to, chat, text, or voice communications. In the event that Zoop pre-screens, refuses or removes any Content, you acknowledge that Zoop will do so for Zoop’s benefit, not yours. Without limiting the foregoing, we shall have the right to remove any Content that violates the Terms of Service or that we otherwise determine in our sole discretion is objectionable.

3.3. Storage. Unless expressly agreed to by us in writing elsewhere, we have no obligation to store any of Your Content that you Make Available on the Services. Zoop has no responsibility or liability for the deletion or accuracy of any Content, including Your Content; the failure to store, transmit or receive transmission of Content; or the security, privacy, storage, or transmission of other communications originating with or involving use of the Services. Certain Services may enable you to specify the level at which such Services restrict access to Your Content. You are solely responsible for applying the appropriate level of access to Your Content. If you do not choose, the system may default to its most permissive setting. You agree that we retain the right to create reasonable limits on our use and storage of the Content, including Your Content, such as limits on file size, storage space, processing capacity, and similar limits as determined by us in our sole discretion.

4. OWNERSHIP.

4.1. Services. Except with respect to Your Content and User Content, you agree that Zoop and our licensors own all rights, title and interest in and to the Services (including but not limited to, any computer code, themes, objects, characters, character names, stories, dialogue, concepts, artwork, animations, sounds, musical compositions, audiovisual effects, methods of operation, documentation and Zoop software).

4.2. Trademarks. Zoop and all related graphics, logos, service marks and trade names used on or in connection with the Services are the trademarks of Zoop and may not be used without permission in connection with your, or any third-party, products or services. Other trademarks, service marks and trade names that may appear on or in the Services are the property of their respective owners.

4.3. Your Content. Zoop does not claim ownership of Your Content. However, when you post or publish Your Content on, in or through the Services, you warrant that you own and/or have a royalty-free, perpetual, irrevocable, worldwide, non-exclusive right and license to use, display, share and exploit Your Content worldwide on, in or through the Services.

4.4. License to Your Content. Subject to any applicable account settings that you select, you grant Zoop a fully paid, royalty-free, perpetual, irrevocable, worldwide, royalty-free, non-exclusive and fully sublicensable right and license to use, license, distribute, reproduce, modify, adapt, publicly perform, and publicly display Your Content for the purposes of operating and providing the Services to you and to our other Members and to improve the Services and develop new products and services. Please remember that other Members may search for, see, use, modify and reproduce any of Your Content that you submit to any ‘public’ area of the Services. You agree that you, not Zoop, are responsible for all of Your Content that you Make Available on or in the Services.

4.5. User Content. You may only use any User Content, whether as embedded in or otherwise comprising a NFT or otherwise available on the Services, in accordance with the terms of these Terms of Service and with the terms of any additional right or license granted expressly by the creator of such User Content and, in the case of NFTs, as set forth at point of sale and solely if as applicable to you as a Buyer.

4.6. Username. Notwithstanding anything contained herein to the contrary, by submitting Your Content to any ‘public’ area of the Services, you hereby expressly permit us to identify you by your username (which may be a pseudonym) as the contributor of Your Content.

4.7. Feedback. You agree that submission of any ideas, suggestions, documents, and/or proposals to Zoop through our suggestion, feedback, wiki, forum or similar pages (“Feedback”) is at your own risk and that we have no obligations (including, but not limited to, obligations of confidentiality) with respect to such Feedback. You warrant that you have all rights necessary to submit the Feedback. You hereby grant to Zoop a fully paid, royalty-free, perpetual, irrevocable, worldwide, non-exclusive, and fully sublicensable right and license to use and commercially or non-commercially exploit in any manner any and all Feedback.

5. INTERACTIONS WITH OTHER USERS.

5.1. User Responsibility. You are solely responsible for your interactions with other Members and any other parties with whom you interact; provided, however, that we reserve the right, but have no obligation, to intercede in such disputes. You agree that Zoop will not be responsible for any liability incurred as the result of such interactions.

5.2. Content Provided by Other Users. The Services may contain User Content provided by other Members. Zoop is not responsible for and does not control User Content. Zoop has no obligation to review or monitor, and does not approve, endorse or make any representations or warranties with respect to, User Content. You use all User Content and interact with other Members at your own risk.

6. FEES AND PURCHASE TERMS.

6.1. Fees. Registering for the Services is free; however, we charge certain fees for various transactions through your use of the Services (“Fees”) as set forth at point of sale. All amounts are quoted in US dollars unless otherwise stated.

6.2. Payment. You agree to pay any Fees or charges incurred by your Account in accordance with the fees, charges and billing terms then-currently in effect. You may be required to provide us or our Payment Processor(s) (as defined below) with a valid credit card, digital wallet address, bank account information or other payment provider account (“Payment Provider”) as a condition to accessing certain paid Services. Your Payment Provider agreement governs your use of the designated credit card or other account, and you must refer to that agreement, not these Terms of Service, to determine your rights and liabilities in that respect. By providing us with your credit card number or Payment Provider account and associated payment information, you agree that Zoop is authorized to immediately invoice your Account for all fees and charges due and payable to us hereunder and that no additional notice or consent is required. You agree to immediately notify us of any change in your billing address or the credit card or Payment Provider account used for payment hereunder. We reserve the right at any time to change our fees, prices, and/or billing methods, either immediately upon posting on the Services or by e-mail delivery to you.

6.3. Taxes. Any payments required may not include any Sales Tax that may be due in connection with the Services provided. If Zoop determines it has a legal obligation to collect a Sales Tax from you, Zoop will collect such Sales Tax in addition to the other payments required. If any Services or products, or payments for any Services or products, are subject to any Sales Tax in any jurisdiction and you have not paid the applicable Sales Tax to Zoop, you will be responsible for the payment of such Sales Tax and any related penalties or interest to the relevant tax authority, and you will indemnify Zoop for any liability or expense Zoop may incur in connection with such Sales Taxes. For purposes of this section, “Sales Tax” means any sales or use tax and any other tax measured by sales proceeds that is the functional equivalent of a sales tax where the applicable taxing jurisdiction does not otherwise impose a sales or use tax.

7. ASSUMPTION OF RISK RELATED TO BLOCKCHAIN TECHNOLOGY. You acknowledge and agree that:

7.1. The prices of digital assets are extremely volatile. Fluctuations in the price of other digital assets could materially and adversely affect the value of NFTs, which may also be subject to significant price volatility. We cannot and do not guarantee that any purchasers of NFTs will not lose money.

7.2. NFTs exist and can be transferred only by virtue of the ownership record maintained on the blockchain supporting such NFTs. Any transfer of NFTs occurs within the supporting blockchain. Zoop makes no warranties about the quality or availability of any supporting blockchain.

7.3. There are risks associated with using NFTs and cryptocurrency, including, but not limited to, the risk of hardware, software and Internet connections, the risk of malicious software introduction, and the risk that third parties may obtain unauthorized access to information stored within your Account (including your NFTs).

7.4. The legal and regulatory regime governing blockchain technologies, cryptocurrencies and tokens is uncertain, and new regulations or policies may materially adversely affect the development of the Services and the utility of NFTs.

7.5. There are risks associated with purchasing user-generated User Content, including but not limited to, the risk of purchasing counterfeit assets, mislabeled assets, assets that are vulnerable to metadata decay, assets on smart contracts with bugs and assets that may become untransferable. Zoop has no responsibility for any counterfeit assets that mimic Zoop assets.

7.6. Zoop reserves the right to hide NFTs that Zoop suspects or believes may violate these Terms of Service. NFTs you purchase may become inaccessible on the Services. Under no circumstances shall the inability to view any assets on the Services serve as grounds for a claim against Zoop.

7.7. Zoop has no responsibility for the NFTs, sold, bought or traded on the Services. Zoop does not investigate and cannot guarantee or warrant the authenticity, originality, uniqueness, marketability, legality or value of any NFT created or traded on the Services. For the avoidance of doubt, Zoop shall have no responsibility for any failure of any Member or Creator to comply with any terms regarding the authenticity, originality, uniqueness, scarcity or other description or characteristics of the NFT furnished by or on behalf of that Member or Creator and available via the Services.

8. RELEASE. Zoop expressly disclaims any liability that may arise between users of its Services. The Platform is only a venue for connecting Buyers with Sellers. Because Zoop is not a party to the actual contracts between Buyers and Sellers, in the event that you have a dispute with one or more users, you release Zoop, its parents, subsidiaries, affiliates, officers, employees, investors, agents, partners and licensors, but excluding any users (each a “Zoop Party” and collectively the “Zoop Parties”) from any and all claims, demands, or damages (actual or consequential) of every kind and nature, known and unknown, suspected and unsuspected, disclosed and undisclosed, arising out of or in any way connected with such disputes.

9. INDEMNIFICATION. You agree to indemnify and hold harmless Zoop and the Zoop Parties from any losses, costs, liabilities and expenses (including reasonable attorneys’ fees) relating to or arising out of any and all of the following: (a) Your Content; (b) your use of the Services in breach of these Terms of Service; (c) your violation of any rights of another party, including any Members; (d) your purchase or attempt to purchase NFTs on or through the Services; (e) your sale or attempt to sell NFTs on or through the Services; or (f) your violation of any applicable laws, rules or regulations. Zoop reserves the right, at its own cost, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you will fully cooperate with Zoop in asserting any available defenses. You agree that the provisions in this section will survive any termination of your Account, the Terms of Service and/or your access to the Services.

10. DISCLAIMER OF WARRANTIES AND CONDITIONS.

10.1. AS IS. YOU EXPRESSLY UNDERSTAND AND AGREE THAT, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, YOUR USE OF THE SERVICES IS AT YOUR SOLE RISK, AND THE SERVICES ARE PROVIDED ON AN ‘AS IS’ AND ‘AS AVAILABLE’ BASIS.

(a) ZOOP EXPRESSLY DISCLAIMS ALL WARRANTIES, REPRESENTATIONS AND CONDITIONS OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT ARISING FROM USE OF THE SERVICES. WE WILL NOT BE RESPONSIBLE OR LIABLE TO YOU FOR ANY LOSSES YOU SUSTAIN AS A RESULT OF YOUR USE OF THE SERVICES. WE TAKE NO RESPONSIBILITY FOR, AND WILL NOT BE LIABLE TO YOU FOR, ANY LOSSES, DAMAGES OR CLAIMS ARISING FROM YOUR USE OF THE SERVICES INCLUDING, BUT NOT LIMITED TO,: (1) USER ERROR SUCH AS FORGOTTEN PASSWORDS, INCORRECTLY CONSTRUCTED TRANSACTIONS OR MISTYPED ADDRESSES; (2) SERVER FAILURE OR DATA LOSS; (III) CORRUPTED DIGITAL WALLET OR NFT FILES; (3) UNAUTHORIZED ACCESS TO APPLICATIONS; OR (4) ANY UNAUTHORIZED THIRD-PARTY ACTIVITIES, INCLUDING, BUT NOT LIMITED TO, THE USE OF VIRUSES, PHISHING, BRUTEFORCING OR OTHER MEANS OF ATTACK AGAINST THE SERVICE OR NFTs.

(b) ZOOP MAKES NO WARRANTY, REPRESENTATION OR CONDITION THAT: (1) THE SERVICES WILL MEET YOUR REQUIREMENTS; (2) YOUR USE OF THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE OR ERROR-FREE; OR (3) THE RESULTS THAT MAY BE OBTAINED FROM USE OF THE SERVICES WILL BE ACCURATE OR RELIABLE.

(c) ANY CONTENT DOWNLOADED FROM OR OTHERWISE ACCESSED THROUGH THE SERVICES IS ACCESSED AT YOUR OWN RISK, AND YOU SHALL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR PROPERTY, INCLUDING, BUT NOT LIMITED TO, YOUR COMPUTER SYSTEM AND ANY DEVICE YOU USE TO ACCESS THE SERVICES, OR ANY OTHER LOSS THAT RESULTS FROM ACCESSING SUCH CONTENT.

(d) THE SERVICES MAY BE SUBJECT TO DELAYS, CANCELLATIONS AND OTHER DISRUPTIONS. ZOOP MAKES NO WARRANTY, REPRESENTATION OR CONDITION WITH RESPECT TO SERVICES, INCLUDING, BUT NOT LIMITED TO, THE QUALITY, EFFECTIVENESS, REPUTATION AND OTHER CHARACTERISTICS OF THE SERVICES.

(e) NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED FROM ZOOP OR THROUGH THE SERVICES WILL CREATE ANY WARRANTY NOT EXPRESSLY MADE HEREIN.

(f) FROM TIME TO TIME, ZOOP MAY OFFER NEW ‘BETA’ FEATURES OR TOOLS WITH WHICH ITS USERS MAY EXPERIMENT. SUCH FEATURES OR TOOLS ARE OFFERED SOLELY FOR EXPERIMENTAL PURPOSES AND WITHOUT ANY WARRANTY OF ANY KIND, AND MAY BE MODIFIED OR DISCONTINUED WITHOUT NOTICE AT ZOOP’S SOLE DISCRETION.

(g) ZOOP DOES NOT GUARANTEE THAT ANY NFT OR OTHER CONTENT WILL BE AVAILABLE AT ALL TIMES, IN ALL LOCATIONS OR AT ANY GIVEN TIME, OR THAT ZOOP WILL CONTINUE TO OFFER A PARTICULAR SERVICE OR NFT FOR ANY PARTICULAR LENGTH OF TIME. ZOOP DOES NOT GUARANTEE THAT NFTs WILL BE INTEROPERABLE WITH OR ACCESSIBLE THROUGH ANY THIRD-PARTY SERVICE PROVIDERS.

10.2. NO LIABILITY FOR CONDUCT OF OTHER USERS. YOU ARE SOLELY RESPONSIBLE FOR ALL OF YOUR COMMUNICATIONS AND INTERACTIONS WITH OTHER USERS OF THE SERVICES. YOU UNDERSTAND THAT ZOOP DOES NOT MAKE ANY ATTEMPT TO VERIFY THE STATEMENTS OF USERS OF THE SERVICES. ZOOP MAKES NO WARRANTY THAT THE SERVICES OR NFTs PROVIDED BY THIRD-PARTIES WILL MEET YOUR REQUIREMENTS OR BE AVAILABLE ON AN UNINTERRUPTED, SECURE OR ERROR-FREE BASIS. ZOOP MAKES NO WARRANTY REGARDING THE ACCURACY, TIMELINESS, TRUTHFULNESS, COMPLETENESS OR RELIABILITY OF ANY USER CONTENT OBTAINED THROUGH THE SERVICES.

11. LIMITATION OF LIABILITY.

11.1. EXCLUSION OF CERTAIN DAMAGES. YOU UNDERSTAND AND AGREE THAT, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL ZOOP OR ITS AFFILIATES BE LIABLE FOR ANY LOSS OF PROFITS, REVENUE OR DATA, INDIRECT, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES, OR DAMAGES OR COSTS DUE TO LOSS OF PRODUCTION OR USE, BUSINESS INTERRUPTION, OR PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, IN EACH CASE WHETHER OR NOT ZOOP HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OF SERVICE OR YOUR USE OF THE SERVICES. THE FOREGOING LIMITATION OF LIABILITY SHALL NOT APPLY TO LIABILITY FOR (1) DEATH OR PERSONAL INJURY CAUSED BY NEGLIGENCE; (2) FRAUD OR FRAUDULENT MISREPRESENTATION; or (3) ANY OTHER LIABILITY WHICH MAY NOT BE EXCLUDED PURSUANT TO APPLICABLE LAW.

11.2. CAP ON LIABILITY. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ZOOP AND ITS AFFILIATES WILL NOT BE LIABLE TO YOU FOR MORE THAN THE GREATER OF: (A) THE TOTAL AMOUNT PAID TO ZOOP BY YOU DURING THE ONE-MONTH PERIOD PRIOR TO THE ACT, OMISSION OR OCCURRENCE GIVING RISE TO SUCH LIABILITY; OR (B) $100. THE FOREGOING CAP ON LIABILITY SHALL NOT APPLY TO LIABILITY FOR: (I) DEATH OR PERSONAL INJURY CAUSED BY NEGLIGENCE; (II) FRAUD OR FRAUDULENT MISREPRESENTATION; or (III) ANY OTHER LIABILITY WHICH MAY NOT BE EXCLUDED PURSUANT TO APPLICABLE LAW.

11.3. USER CONTENT. EXCEPT FOR ZOOP’S OBLIGATIONS TO PROTECT YOUR PERSONAL DATA AS SET FORTH IN ZOOP’S PRIVACY POLICY, ZOOP AND ITS AFFILIATES ASSUME NO RESPONSIBILITY FOR THE TIMELINESS, DELETION, MIS-DELIVERY OR FAILURE TO STORE ANY CONTENT (INCLUDING, BUT NOT LIMITED TO, YOUR CONTENT, USER CONTENT OR NFTs), USER COMMUNICATIONS OR PERSONALIZATION SETTINGS.

11.4. EXCLUSION OF DAMAGES. CERTAIN JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES. IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE ABOVE EXCLUSIONS OR LIMITATIONS MAY NOT APPLY TO YOU, AND YOU MIGHT HAVE ADDITIONAL RIGHTS.

12. PROCEDURE FOR MAKING CLAIMS OF COPYRIGHT INFRINGEMENT. It is Zoop’s policy to terminate membership privileges of any Member who repeatedly infringes copyright upon prompt notification to Zoop by the copyright owner or the copyright owner’s legal agent. Without limiting the foregoing, if you believe that your work has been copied and posted on the Services in a way that constitutes copyright infringement, please provide us with the following information: (a) an electronic or physical signature of the person authorized to act on behalf of the owner of the copyright interest; (b) a description of the copyrighted work that you claim has been infringed; (c) a description of the location on the Services of the material that you claim is infringing; (d) your address, telephone number and e-mail address; (e) a written statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent or the law; and (f) a statement by you, made under penalty of perjury, that the above information in your notice is accurate and that you are the copyright owner or authorized to act on the copyright owner’s behalf.

13. MONITORING AND ENFORCEMENT. Zoop reserves the right to: (a) remove or refuse to post any of Your Content for any or no reason in our sole discretion; (b) take any action with respect to any of Your Content that we deem necessary or appropriate in our sole discretion, including if we believe that such Content violates these Terms of Service, infringes any intellectual property right or other right of any person or entity, threatens the personal safety of users of the Services or the public, or could create liability for Zoop; (c) disclose your identity or other information about you to any third-party who claims that material posted by you violates their rights, including their intellectual property rights or their right to privacy; (d) take appropriate legal action, including, but not limited to, referral to law enforcement, for any illegal or unauthorized use of the Services; and/or (e) terminate or suspend your access to all or part of the Services for any or no reason, including, but not limited to, any violation of these Terms of Service.

14. TERM AND TERMINATION.

14.1. Term. These Terms of Service commence on the date when you accept them (as described in the preamble above) and remain in full force and effect while you use the Services, unless terminated earlier in accordance with the Terms of Service.

14.2. Termination of Services by You. If you want to terminate the Services provided by Zoop, you may do so by: (a) notifying us at any time; and/or (b) closing your Account for all of the Services that you use, provided, however, that notwithstanding any such termination and for the avoidance of doubt, the terms of these Terms of Service shall continue to apply with respect to any NFT or other digital asset obtained hereunder.

14.3. Effect of Termination. Termination of any Services includes removal of access to such Services and barring of further use of the Services. Termination of all Services also includes deletion of your password and all related information, files and Content associated with or inside your Account (or any part thereof), including Your Content. Upon termination of any Service, your right to use such Service will automatically terminate immediately. You understand that any termination of Services may involve deletion of Your Content associated therewith from our live databases. Zoop will not have any liability whatsoever to you for any suspension or termination, including for deletion of Your Content. All provisions of the Terms of Service which by their nature should survive, shall survive termination of Services, including, but not limited to, ownership provisions, warranty disclaimers, and limitation of liability.

14.4. No Subsequent Registration. If your registration(s) with, or ability to access, the Services or any other Zoop community, is discontinued by us due to your violation of any portion of the Terms of Service or for conduct otherwise inappropriate for the community, then you agree that you shall not attempt to re-register with or access the Services or any Zoop community through use of a different member name or otherwise, and you acknowledge that you will not be entitled to receive a refund for fees related to those Services to which your access has been terminated. In the event that you violate the immediately preceding sentence, Zoop reserves the right, in its sole discretion, to immediately take any or all of the actions set forth herein without any notice or warning to you.

15. INTERNATIONAL USERS. The Services can be accessed from countries around the world and may contain references to Services and Content that are not available in your country. These references do not imply that Zoop intends to announce such Services or Content in your country. The Services are controlled and offered by Zoop from its facilities in the United States. Zoop provides no warranties that the Services are appropriate or available for use in other locations. Those who access or use the Services from other countries do so at their own volition and are responsible for compliance with local law.

16. THIRD-PARTY SERVICES.

16.1. Third-Party Payment Processing. Payment processing for the Services will be performed by Zoop’s third-party payment processors (each, a “Payment Processor”) (e.g. card acceptance, merchant settlement, digital wallet management and related services). Your use of the services and the payment processing provided by the Payment Processor is subject to your agreement(s) with the Payment Processor for such services and payment processing, as may be modified by the Payment Processor from time to time. As a condition of using the Payment Processor’s payment processing, you must provide accurate and complete information, and you authorize us to share this information with the Payment Processor and to charge your payment method for all amounts that may become due under these Terms of Service. All bank, credit card or other payment information is sent directly to and stored with the Payment Processor using its security protocols. Zoop does not store your payment information on its systems and shall not have any responsibility for the safety or security of that information.

16.2. Third-Party Websites, Applications and Ads. The Services may contain links to third-party websites (“Third-Party Websites”), applications (“Third-Party Applications”) and advertisements for third parties (“Third-Party Ads”). When you click on a link to a Third-Party Website, Third-Party Application or Third-Party Ad, we will not warn you that you have left the Services and are subject to the terms and conditions (including privacy policies) of another website or destination. Such Third-Party Websites, Third-Party Applications and Third-Party Ads are not under the control of Zoop. Zoop is not responsible for any Third-Party Websites, Third-Party Applications or Third-Party Ads. Zoop provides these Third-Party Websites, Third-Party Applications and Third-Party Ads only as a convenience and does not review, approve, monitor or endorse any Third-Party Websites, Third-Party Applications or Third-Party Ads.

17. GENERAL PROVISIONS.

17.1. Electronic Communications. The communications between you and Zoop may take place via electronic means, whether you visit the Services or send Zoop e-mails, or whether Zoop posts notices on the Services or communicates with you via e-mail. For contractual purposes, you: (a) consent to receive communications from us in an electronic form; and (b) agree that all terms and conditions, agreements, notices, disclosures and other communications that we provide to you electronically satisfy any legal requirement that such communications would satisfy if it were to be in writing.

17.2. Assignment. These Terms of Service, and your rights and obligations hereunder, may not be assigned, subcontracted, delegated or otherwise transferred by you without our prior written consent, and any attempted assignment, subcontract, delegation or transfer in violation of the foregoing will be null and void.

17.3. Force Majeure. Zoop shall not be liable for any delay or failure to perform resulting from causes outside its reasonable control, including, but not limited to, acts of God, war, terrorism, riots, embargos, acts of civil or military authorities, fire, floods, pandemics, epidemics, accidents, strikes or shortages of transportation facilities, fuel, energy, labor or materials.

17.4. Questions, Complaints, Claims. If you have any questions, complaints or claims with respect to the Services, please contact us at support@zoopcards.com. We will do our best to address your concerns. If you feel that your concerns have been addressed incompletely, we invite you to let us know for further investigation.

17.5. Exclusive Venue. Both you and we agree that all claims and disputes arising out of or relating to the Terms of Service will be to the non-exclusive jurisdiction of the Delaware courts. If you are a resident of a country in the European Economic Area (EEA), you may bring a claim to enforce your consumer protection rights in connection with these Terms of Service in the country in which you live.

17.6. Governing Law. The Terms of Service and any action related thereto will be governed and interpreted by and under the laws of the State of Delaware.

17.7. Choice of Language. It is the express wish of the parties that the Terms of Service and all related documents have been drawn up in English.

17.8. Notice. Where Zoop requires that you provide an e-mail address, you are responsible for providing us with your most current e-mail address. In the event that the last e-mail address you provided to us is not valid, or for any reason is not capable of delivering to you any notices required/ permitted by the Terms of Service, our dispatch of the e-mail containing such notice will nonetheless constitute effective notice. You may give notice to us by contacting us at support@zoopcards.com.

17.9. Waiver. Any waiver or failure to enforce any provision of the Terms of Service on one occasion will not be deemed a waiver of any other provision or of such provision on any other occasion.

17.10. Severability. If any portion of these Terms of Service is held invalid or unenforceable, that portion shall be construed in a manner to reflect, as nearly as possible, the original intention of the parties, and the remaining portions shall remain in full force and effect.

17.11. Third-Party Rights. These Terms of Services are between you and us, and no other person shall have any rights to enforce any of its terms.

17.12. Entire Agreement. These Terms of Service, together with any Supplemental Terms, are the final, complete and exclusive agreement of the parties with respect to the subject matter hereof and supersede all prior discussions between the parties with respect to such subject matter.

ZOOP

TERMS OF SERVICE

Last Updated Date: February 22nd 2023

Welcome, and thank you for your interest in Zoop (“Zoop”, “we” or “us”), our websites at zoop.club, app.zoop.club, celebrity.zoop.club, and policy.zoop.club (collectively, the “Websites”), and any other related sites, pages, applications, services and goods or any other resources that are accessed or enabled via the Websites, including our “Zoop Connect” app available on the iOS App Store and on the Google Play App Store (collectively with the Websites, the “Services”).