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Terms of service

INTRODUCTION

Hello, and welcome to Zoop (“Zoop” “we,” “us,” “our”), owned and operated by ii Corporation Ltd. Zoop provides a technology platform through which certain digital assets can be offered, exchanged, sold and purchased (the “Platform”).

The Platform, including all associated features and functionalities, websites, progressive web applications, mobile applications, and user interfaces, with all content and software applications associated with the Platform, and as well as other products and services that may be developed from time to time and all uses thereof (collectively, the “Services”) are governed by these Terms of use (the “Terms”).

Please read the Terms carefully before you access or start to use any of the Services. By accessing or using any of the Services you accept and agree to be bound and abide to these Terms and our Privacy Policy, found at zoopcards.com, incorporated herein by reference.

These Terms include terms regarding future changes to the Terms, limitations of liability, privacy, and resolution of disputes in court. You acknowledge that you have read and understood these Terms, accept these Terms, and agree to be bound by them. If you do not want to agree to these Terms, you must not access or use the Services.

In order to use the Zoop Services, you need to be 18 years or older, or be 13 years or older and have your parent or guardian's consent to the Terms, and, have the power to enter a binding contract with us and not be barred from doing so under any applicable laws. By accessing or using the Zoop Services, you represent and warrant that you meet all the foregoing eligibility requirements.

CHANGES TO THE TERMS

Occasionally we may make changes to the Terms in our sole discretion. All changes are effective immediately when we post them and apply to all access to and use of the Services thereafter. However, when we make material changes to the Terms, we'll provide you with notice as appropriate under the circumstances, e.g., by displaying a notice within the Service or by sending you an email. In some cases, we will notify you in advance.

Your continued use of the Services following the posting of revised Terms means that you accept and agree to the changes. You are expected to check this page, so you are aware of any changes, as they are binding on you.

USING & ENJOYING ZOOP

The Services offered by Zoop include:

  • Access and use of the Services;
  • Minting non-fungible tokens;
  • Creating Assets; or
  • Trading, buying, selling, transferring, offering or receiving Assets;

ACCESSING AND USING THE ZOOP SERVICES

To access and use the Services or some of the resources offered therein, you may be asked to register and create a Zoop user account. During your sign-up process you will be presented with applicable terms and conditions which you will be required to review and accept before creating the Zoop account (“Account”). You may include in your Account, without limitation, your name, email address, username, telephone number, credit card information, crypto public address and private key information, picture, and your Facebook and Instagram page. Pieces of information which shall be indicated as mandatory fields in the registration process are required in order for us to provide you with the Services. It is a condition of your use of the Services that all the information you provide is correct, current, and complete.

If you choose, or are provided with, a username, password, or any other piece of information as part of our security procedures, you must treat such information as confidential, and you must not disclose it to any other person or entity. You also acknowledge that your Account is personal to you and agree not to provide any other person with access to the Services or portions of it using your username, password, or other security information. You agree that in order to enhance your Account’s security, electronic authentication (by multi-factor authentication) linked to your mobile phone through a third-party authenticator shall be conditioned as to access your Account. You agree to notify us immediately of any unauthorized access to or use of your Account or any other breach of security.

YOU ARE RESPONSIBLE FOR ALL MATTERS RELATING TO YOUR ACCOUNT AND, FOR REMOVAL OF ANY DOUBT, YOUR BLOCKCHAIN ACCOUNTS OR ADDRESSES LINKED, BANK ACCOUNT(S), CREDIT CARD(S), AND FOR ENSURING THAT ALL USES THEREOF COMPLY FULLY WITH THESE TERMS AND ANY APPLICABLE LAW.

We have the right to disable any username, password, or other identifier, whether chosen by you or provided by us, at any time in our sole discretion for any reason, including if, in our opinion, you have violated any provision of these Terms. We always reserve the right to disclose any information as we deem necessary to satisfy any applicable law, regulation, legal process or governmental request, or to edit, refuse to post or to remove any information or materials, in whole or in part, in our sole discretion.

We reserve the right to withdraw or amend the Services or any part thereof, in our sole discretion without notice. We will not be liable if for any reason all or any part of the Services is unavailable at any time or for any period. From time to time, we may restrict access to or usage of some parts of the Services, or the entire Services, to users, including registered users.

We may from time to time remove certain Assets from the Platform or restrict the creation of Assets in our sole and absolute discretion, including in connection with any belief by us that such Asset violates these Terms. We do not commit and shall not be liable for any failure to support, display or offer or continue to support, display or offer any Asset through our Platform and Services.

ASSETS

An asset is an Ethereum-based token complying with the “non-fungible” ERC-1155 standard, or other similar Multi-Token Standard, intended to be a “non-fungible” token identified by a unique ID (an “Asset”) thus allowing the representation of ownership over digital assets.

Each Asset may contain certain properties, including the name and description of the Asset, an identifying image associated with the Asset, and potentially other metadata associated with the Asset (collectively, the “Asset ID”). Each Asset may also include certain terms pertaining to its price when so traded, bought, sold, transferred, offered or received (the “Asset Price”), its license governing the Asset’s use, terms and conditions (the “Asset License”) and content visible only upon the occurrence of the Asset’s purchase and/or transfer (the “Asset Unlockable, Locked or Attached Content” and collectively, the “Asset Characteristics”).

There is no guarantee or assurance of the uniqueness, originality or quality of any Asset and/or Asset Characteristics. In the absence of an express legal agreement between the creator of an Asset and purchasers of the Asset, there cannot be any guarantee or assurance that the purchase or possession of an Asset confers any license to, or ownership of the Asset ID or other intellectual property associated with the Asset or any other right or entitlement, notwithstanding that you may rightfully own or possess the non-fungible Ethereum-based token associated with the Asset.

YOU BEAR FULL RESPONSIBILITY FOR VERIFYING THE IDENTITY, LEGITIMACY, AND AUTHENTICITY OF ASSETS YOU PURCHASE THROUGH OUR SERVICES AND WE MAKE NO CLAIMS ABOUT THE IDENTITY, LEGITIMACY, OR AUTHENTICITY OF ASSETS MADE AVAILABLE THROUGH OUR SERVICES.

ASSETS – CREATION

You may post, upload, and/or contribute (“Post”) digital assets to the Service for the creation, buying, selling and transferring of Assets which are supported by us. You may choose to provide certain descriptors, properties, metadata and other information, terms and conditions constituting the Asset Characteristics. Upon posting your digital asset, and subject to these Terms, the digital asset may be submitted for ‘minting’ by you, whereby the digital asset is represented as a non-fungible Ethereum-based token associated with the digital asset – an Asset.

We shall have the right, but not the obligation, to monitor the content of your Posts and Assets, to determine compliance with these Terms and any operating rules established by us and to satisfy any law, regulation or authorized government request. We shall have the right in our sole discretion to edit, refuse to post or remove any material submitted to or posted through the Assets. Without limiting the foregoing, we shall have the right to remove any material that we, in our sole discretion, find to be in violation of the provisions hereof or otherwise objectionable.

ASSETS – PRICE AND LICENSE

You may determine the Asset Price and Asset License when Posting Assets to the Service. The Asset Price may be fixed at (i) a certain amount; (ii) no amount at all; or (iii) not for sale. The Asset License describes the number of times the Asset can be purchased and/or transferred, ranging from an unlimited amount of times to a singular use. The license given by the creator of an Asset to the buyers shall not provide the buyer with the right to alter or use the Asset (i.e., hardcopy, website, design etc.). Buyers may also download the original asset file and locked content files.

ACCEPTABLE & PROHIBITED USES OF THE SERVICES

The Services are reserved only for lawful purposes. You represent and warrant that you have full right and authority to use the Services and to be bound by these Terms. You agree that you will fully comply with these Terms and all applicable domestic and international laws, regulations, statutes and ordinances that govern your use of such Services. Without limiting the foregoing and in recognition of the global nature of the internet, you agree to comply with all local and international rules regarding online conduct. You also agree to comply with all applicable laws affecting the transmission of content and/or the privacy of persons.

You undertake that you shall not defraud, or attempt to defraud, us or other users, and that you shall not act in bad faith in your use of the Services. If we determine that you do act in bad faith and/or in violation of these Terms, or if we determine that your actions fall outside of reasonable community standards, we may, at our sole discretion, terminate your Account and prohibit you from using the Services. You agree that your use of the Services shall be lawful and that you will comply with the usage rules. In furtherance of the foregoing, and as an example and without limitation, you agree that you shall not:

  • Create an Account with or access the Services if you are barred from receiving the Services under the provisions of these Terms or any applicable law;
  • Promote, host, upload, post, transmit or display or otherwise disseminate any obscene or pornographic material, hate speech, highly explosive subject matter (as determined by us), defamatory, libellous, gambling related, discriminatory, deceptive, abusive or otherwise offensive content;
  • Use or apply in connection with the Services any spyware, adware, or other malicious programs or code;
  • Perform in connection with the Services any illegal subject matter or activities;
  • Incorporate any materials that infringe or assists others to infringe on any copyright, trademark, patent, trade secret or other intellectual property rights or otherwise act in any manner that infringes any other right of any party (including rights of privacy or publicity);
  • Engage in activities that violate the Privacy Policy;
  • Infringe any right of any third party or violate any applicable law or regulation;
  • Libel, ridicule, defame, mock, stalk, intimidate, threaten, harass, or abuse anyone, hatefully, racially, ethnically or in any other manner;
  • Copy, rent, lease, sell, transfer, assign, sublicense, disassemble, reverse engineer or decompile , modify or alter any part of the Services;
  • Upload or transmit (or attempt to upload or transmit) files that contain viruses, Trojan horses, worms, time bombs, cancelbots, corrupted files or data, or any other similar software or programs that may damage the operation of the Services or the computers of other users of the Services;
  • Advertise, solicit or transmit any commercial advertisements, including chain letters, junk email or repetitive messages (spim or spam) to anyone.
  • Create false personas, multiple identities, multiple Accounts, set up an Account on behalf of someone other than yourself, use bots or other automated software programs to defraud or which otherwise violate these Terms and/or the terms of service of any third-party applications or social networks through which the Services are accessed;
  • Attempt to obtain passwords or other private information from other members including personally identifiable information (whether in text, image or video form), identification documents, or financial information;
  • Encourage any third party to: (1) directly or indirectly generate usage, queries, impressions, or clicks through any automated, deceptive, fraudulent or other invalid means; (2) edit or modify any tag, or remove, obscure or minimize any tag in any way; or (3) engage in any action or practice that reflects poorly on Zoop or otherwise disparages or devalues our reputation or goodwill;
  • Engage in or knowingly facilitate any “front-running,” “wash trading,” “pump and dump trading,” “ramping,” “cornering” or fraudulent, deceptive or manipulative trading activities;
  • Engage in any fraudulent activity with respect to payment methods; or
  • Violate any applicable laws or regulations, or encourage or promote any illegal activity including, but not limited to, invasion of privacy, identity theft, hacking, or cracking.

FEES, COMMISSIONS AND CHARGES

When creating, buying, selling or transferring Assets, you may be subject to certain fees, commissions, royalties and other charges (collectively, “Fees”) determined by us, the Asset creator and the Ethereum cryptocurrency market. Such Fees include the Asset Price and Asset License as determined by the Asset creator or current owner; service fees payable to Zoop (composed of storage fee, transfer fees, encryption fee, our commission, etc.); and any then applicable “gas” fees (fees reflecting the computational effort of your transaction) and other related expenses. Upon creation of an Asset or upon purchasing an Asset, an estimated Fee shall be provided to user which may be adjusted due, in part, to due the timeframes in which the Asset was created and the volatility of the Ethereum cryptocurrency market. Fees may be adjusted from time to time in our sole discretion. Service fees may be adjusted from time to time in our sole discretion. Commissions are set in the sole discretion of the Asset creator.

Unlike many competitors our users don't require a block-chain wallet and can create, sell and purchase assets using their credit cards or other similar means of payment.

It is hereby clarified that the purchase of Assets is subject to the approval of the order and validity of the means of payment by the credit card company or, if another means of payment is used, by a similar relevant factor. If such approval of the Asset purchase is not provided, a notice of a non-confirmation shall be sent to your email address.

We will use the payment details provided for the purposes for which they were supplied only. We shall take reasonable steps to ensure that the details of the payment are kept safely, though we will not bear any liability for damage or loss caused to you due to any unauthorized access to the payment details provided by you.

All transactions are final. All Fees relating are non-refundable except at our sole discretion (for fees within our control) or at the discretion of any applicable third parties.

DWOLLA

In order to use the payment functionality of Zoop’s application, you must open a "Dwolla Account" provided by Dwolla, Inc. and you must accept the Dwolla Terms of Service and Privacy Policy. Any funds held in or transferred through your Dwolla Account are held or transferred by Dwolla's financial institution partners. You must be at least 18 years old to create a Dwolla Account. You authorize Zoop to collect and share with Dwolla your personal information including full name, [date of birth, social security number, physical address,] email address and financial information, and you are responsible for the accuracy and completeness of that data. You understand that you will access and manage your Dwolla Account through Zoop’s application, and Dwolla account notifications will be sent by Zoop, not Dwolla. Zoop will provide customer support for your Dwolla Account activity, and can be reached at contact@zoopcards.com.

USER LICENSE

Subject to your agreement and compliance with these Terms, we grant you a personal, non-exclusive, non-transferable, non-sub-licensable, revocable, limited scope license to use the Services. Use of the Services shall be solely for your own, private purposes and for no other purpose whatsoever. You may not make use of the Services as an agent or benefit from managing or uploading any contents on behalf of any other users. You hereby acknowledge that your license to use the Services is limited by these Terms, and, if you violate or if, at any point, you do not agree to any of these Terms, your license to use the Services shall immediately terminate, and you shall immediately refrain from using the Services.

If the Services or any part thereof is determined to be illegal under the laws of the country in which you are situated, you shall not be granted any license to use the Services and must refrain from using the Services.

USER CONTENT

You agree that any content published or uploaded by you through the Services (directly or indirectly, either with you or through a third-party, including without limitation social network or account you have access to) including any digital asset, Asset, data, text, graphics, photographs, videos, voice and/or sounds and/or background recordings of sounds or any other content, and their selection and arrangement (the “User Content”), is done so through the use of technology and tools provided by us.

You agree that you are publishing such User Content willingly and you represent that you own such User Content or have received the necessary authorizations from third parties (and to the extent required, you shall provide us with model release for our review and approval), that you have all rights to publish and transact said content and that publishing of the User Content by you complies with all applicable laws.

YOU HEREBY RELEASE US AND UNDERTAKE TO FULLY INDEMNIFY US FOR ANY AND ALL LIABILITIES WHICH MAY BE IMPOSED ON ZOOP IN CONNECTION WITH ANY USER CONTENT YOU HAVE MADE AVAILABLE THROUGH THE SERVICES WHICH INFRINGES ANY THIRD-PARTY RIGHT OR ANY OTHER APPLICABLE LAW.

We do not claim ownership of any User Content. However, by sending and/or creating User Content and/or using the Services you automatically grant us a non-exclusive, royalty-free, perpetual license of all worldwide rights to use, edit, modify, include, incorporate, adapt, record and reproduce, publish and make commercial use with such User Content, including, without limitation, all trademarks associated therewith, in any manner whatsoever, in or out of context, in all languages, in all media now known or hereafter created for the purposes set forth in the Services and these Terms, including for the avoidance of doubt commercial, non-commercial and/or promotional use by us associating such User Content with your user information, user name and/or profile picture. We may retain any raw material that you submit or make available through third parties and make internal or external use of such material including for testing purposes. You may request that we delete and make no further use of such material by contacting us at: support@zoopcards.com.

We may or may not regulate User Content and provide no representations or guarantees regarding the accuracy, quality, or integrity of any User Content posted via the Services. By using the Services, you acknowledge and accept that you may be exposed to materials you find offensive or objectionable. You agree that we will not under any circumstances be responsible or liable for any User Content, including, but not limited to, errors in any User Content or any loss or damage incurred by use of the User Content or for any failure to or delay in removing User Content.

We reserve the right (but shall at no time be obligated) to, in our sole discretion, remove, block, edit, move, disable or permanently delete User Content from the Services with or without notice for any reason whatsoever. You hereby agree that, to the maximum extent permitted by applicable law, we shall at no time be responsible or held liable for the removal, modification or blocking of material or User Content that may be considered offensive and shall at no time be obligated to affect such removal other than under applicable law.

If you believe that your intellectual property rights have been infringed, please notify us promptly at support@zoopcards.com. For us to respond, you must provide the following information:

  • A physical or electronic signature of the copyright owner or of a person authorized to act on behalf of the copyright owner;
  • A clear identification of the copyrighted work that is claimed to be infringing;
  • Identification of the online material that is claimed to be infringing, including, if possible, a URL representing a link to the material on the Platform;
  • Information sufficient to permit us to contact the complainant, such as email address, physical address, and/or telephone number;
  • A statement that the complainant has a good-faith belief that the relevant material is being used in a way that is not authorized by the copyright owner, its agent, or under the law; and
  • A statement, made under penalty of perjury, that the above information is accurate, and the complainant is the copyright owner or is authorized to act on behalf of the copyright owner.

DMCA NOTICES FOR CLAIMS OF COPYRIGHT INFRINGEMENT:

  • Takedown requests

We shall respond to notices of alleged copyright infringement under the United States Digital Millennium Copyright Act. If you believe that your intellectual property rights have been infringed, please notify us immediately. For us to respond, the complaint must provide the following information: (i) a physical or electronic signature of the copyright owner or of a person authorized to act on behalf of the copyright owner; (ii) a clear identification of the copyrighted work that is claimed to be infringing; (iii) identification of the online material that is claimed to be infringing, including, if possible, a URL representing a link to the material on our website; (iv) information sufficient to permit us to contact the complainant, such as email address, physical address, and/or telephone number; (v) a statement that the complainant has a good-faith belief that the relevant material is being used in a way that is not authorized by the copyright owner, its agent, or under the law; and (vi) a statement, made under penalty of perjury, that the above information is accurate, and the complainant is the copyright owner or is authorized to act on behalf of the copyright owner.

  • Submission of Takedown requests

You may submit takedown requests using the following contact information: support@zoopcards.com

  • DMCA Counter-Notices

If you believe that your material has been removed by mistake or misidentification, you may provide us with a written counter-notification containing the following information: (i) your name, address, telephone number, and email address; (ii) a description of the material that was removed, along with the URL where the content was posted in the Offerings prior to its removal; (iii) the following statement: “I swear, UNDER PENALTY OF PERJURY, that I have a good-faith belief that the material was removed or disabled due to a mistake or misidentification of the material to be removed or disabled”; (iv) a statement that the you consent to the jurisdiction of the Federal District Court for the judicial district in which your address is located, or if your address is outside of the United States, any jurisdiction in which the User may be properly served, and that the you will accept service of process from the person (or their agent) who filed the original DMCA notice; and (v) the your electronic or physical signature. Upon receipt of a valid counter notification, we will forward it to the party who submitted the original DMCA notification. The original party (or their representative) will then have ten (10) days to notify us that he or she has filed legal action relating to the allegedly infringing material. If we do not receive any such notification within 10 days, we may restore the material to the Offerings.

  • Repeat infringes

We reserve the right to terminate the accounts or block usage of the Offerings of any party who is a repeat infringer or who is repeatedly charged with infringement.

Additionally, to the extent required by law or under these terms, we may burn certain Assets, the creation of, or use of violate any applicable law or otherwise violate these terms.

INTELLECTUAL PROPERTY OWNERSHIP:

Zoop and/or our affiliates retains all rights in the Services materials (including, but not limited to, applications, software, designs, graphics, texts, information, pictures, video, sound, music, and other files, and their selection and arrangement) (collectively, “Service Materials”). The entire contents of the Services are protected by applicable copyright, trade dress, patent, and trademark laws, international conventions, and other laws protecting intellectual property and related proprietary rights. You shall not, nor shall you cause any other party to modify, decompile, disassemble, reverse engineer, copy, transfer, create derivative works from, rent, sub-license, distribute, reproduce framed, republish, scrape, download, display, transmit, post, lease or sell in any form or by any means, in whole or in part, use for any purpose other than for using the Services pursuant to these Terms or otherwise exploit any of the Service Materials without our explicit, prior written consent. The foregoing shall not apply to your own User Content that you post through the Services in accordance with these Terms. All other uses of copyrighted or trademark material, including any derivative use, require explicit, prior written consent from us. Any reproduction or redistribution of materials not in accordance with these Terms is explicitly prohibited and may result in the termination of your Account as well as severe civil and criminal penalties. Without derogating from the generality of the forgoing, the use of automated systems or software to extract data from this website or application for commercial purposes (scrapping), is strictly prohibited.

We and/or our licensors and affiliates own all right, title, and interest, including copyrights and other intellectual property rights, in and to all the Service Materials. You hereby acknowledge that you do not acquire any ownership rights by using the Services or by accessing any of the Service Materials, or rights to any derivative works thereof.

You are not required to provide us with any feedback or suggestions regarding the Services or any Service Materials. However, should you provide us with comments or suggestions for the modification, correction, improvement or enhancement of the Services and/or any Service Materials, then, subject to the terms and conditions of these Terms, you hereby grant us a non-exclusive, irrevocable, worldwide, royalty-free license, including the right to sublicense, to use and disclose such comments and suggestions in any manner we choose and to display, perform, copy, have copied, make, have made, use, sell, offer to sell, and otherwise dispose of our and our sublicense products and content embodying such comments or suggestions in any manner and via any media we choose, but without reference to the source of such comments or suggestions.

YOUR REPRESENTATIONS AND WARRANTIES

Without derogating from anything in these Terms, you hereby represent and warrant to us that the following statements and information are accurate and complete at all applicable times. In the event such statement or information becomes untrue as to you, you shall immediately cease accessing and using the Services.

SANCTIONS

You are not, and are not acting on behalf of any other person who is, identified on any list of prohibited parties under any law or by any nation or government, state or other political subdivision thereof, any entity exercising legislative, judicial or administrative functions of or pertaining to government such as the lists maintained by the United Nations Security Council, the U.S. government (including the U.S. Treasury Department’s Specially Designated Nationals list and Foreign Sanctions Evaders list), the European Union (EU) or its member states, and the government of your home country. You are not, and not acting on behalf of any other person who is, located, ordinarily resident, organized, established, or domiciled in any country or jurisdiction against which the U.S. maintains economic sanctions or an arms embargo. The Assets or other funds you use to access and use the Services or acquire Assets are not derived from, and do not otherwise represent the proceeds of, any activities done in violation or contravention of any law.

NO OWNERSHIP OR INTEREST

You understand and agree that your purchase, sale, holding, receipt and/or use of Assets does not:

  • Represent or constitute a loan or a contribution of capital to, or other investment in Zoop or any business or venture;
  • Provide you with any ownership interest, equity, security, or right to or interest in the assets, rights, properties, revenues or profits of, or voting rights whatsoever in Zoop or any other business or venture; and
  • Create, imply or entitle you to the benefits of any fiduciary or other agency relationship between Zoop or any of its directors, officers, employees, agents or affiliates, on the one hand, and you, on the other hand. You are not entering into these Terms or buying, selling, holding, receiving or using Assets for the purpose of making an investment with respect to Zoop or its securities, but solely wish to use the Services for its intended purposes. We will not accept or take custody over any of your Assets, cryptocurrencies or other assets, and we have no responsibility or control over the foregoing.

NON-RELIANCE

You are knowledgeable, experienced and sophisticated in using and evaluating block-chain and related technologies and assets, including Ethereum, NFTs, Assets and “smart contracts”. You have conducted your own thorough independent investigation and analysis of the Platform, Services and the other matters contemplated by these Terms, and have not relied upon any information, statement, omission, representation or warranty, express or implied, written or oral, made by or on behalf of us in connection therewith, except as expressly set forth by us in these Terms.

ACCOUNT TERMINATION

Without derogating from anything in these Terms, we may refuse access to the Services, or any part thereof, or may terminate your Account without notice or subject to providing a notice as may be required by law, for any reason, including, but not limited to, a suspected violation of these Terms, illegal or improper use of your Account, or illegal or improper use of the Services, User Content, products, or our intellectual property, as determined by us at our sole discretion. Without derogating from any other provision in these Terms, we may also terminate your Account at all times and for no reason, by providing you a notice of at least 14 days prior to the date on which such termination will take effect. You may lose contents available through the Services, as a result of the Account termination, without responsibility or liability on behalf of Zoop for any damage that may result from the foregoing. If you have more than one Account, we may terminate all your Accounts.

You acknowledge that, subject to any specific notice’s requirements under applicable law, we are not required to provide you notice before suspending or terminating your Account. In the event that we terminate your Account, you may not participate nor make use of the Services again without our express consent, if any. Zoop reserves the right to refuse to keep Accounts for and provide access to the Services or other services to, any individual. If you believe that any action has been taken against your Account in error, please contact us at: c support@zoopcards.com.

You may request us to suspend or terminate your Account, at any time, by notifying us at: support@zoopcards.com.

Suspension at your request will be immediate upon your notice, and for a period of up to 14 days which we may extend in our sole discretion; and termination at your request will take effect following 21 business days as of your notice.

DISCLAIMER OF WARRANTY; LIMITATION OF LIABILITY; INDEMNIFICATION

You agree that your use of the Services shall be at your sole risk. To the fullest extent permitted by law, Zoop, its officers, directors, employees, and agents disclaim all warranties, explicit or implied, in connection with the Services and your use thereof including implied warranties of merchantability, title, fitness for a particular purpose or non-infringement, usefulness, authority, accuracy, completeness, and timeliness. We make no warranties or representations about the accuracy or completeness of the content of the Services, including without derogating, the Assets, Asset Characteristics and/or User Content. The Assets are being provided on an “AS IS” and “AS AVAILABLE” basis.

You acknowledge and agree that use of the Services and Assets are at your own risk.

NO CONSEQUENTIAL, INCIDENTAL OR PUNITIVE DAMAGES

NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THESE TERMS, WE SHALL NOT BE LIABLE TO ANY PERSON, WHETHER IN CONTRACT, TORT (INCLUDING PURSUANT TO ANY CAUSE OF ACTION ALLEGING NEGLIGENCE), WARRANTY OR OTHERWISE, FOR SPECIAL, INCIDENTAL, CONSEQUENTIAL, INDIRECT, PUNITIVE OR EXEMPLARY DAMAGES (INCLUDING BUT NOT LIMITED TO LOST DATA, LOST PROFITS OR SAVINGS, LOSS OF BUSINESS OR OTHER ECONOMIC LOSS) ARISING OUT OF OR RELATED TO THESE TERMS, WHETHER OR NOT WE HAVE BEEN ADVISED OR KNEW OF THE POSSIBILITY OF SUCH DAMAGES, AND REGARDLESS OF THE NATURE OF THE CAUSE OF ACTION OR THEORY ASSERTED. ACCESS TO, AND USE OF, THE SERVICES ARE AT YOUR OWN DISCRETION AND RISK, AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR MOBILE DEVICE OR LOSS OF DATA RESULTING THEREFROM.

LIMITATION OF LIABILITY

NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, IN NO EVENT SHALL THE MAXIMUM AGGREGATE LIABILITY OF ZOOP ARISING OUT OF OR IN ANY WAY RELATED TO THESE TERMS, THE ACCESS TO AND USE OF THE SERVICES, CONTENT, ASSETS, EXCEED THE GREATER OF (A) $100 OR (B) THE SERVICE FEES ACTUALLY RECEIVED BY US THEREFROM.

NO RESPONSIBILITY FOR ASSETS

We have no responsibility for the Assets created or traded using the Services. We do not investigate and cannot guarantee or warrant the authenticity, originality, uniqueness, marketability, legality or value of any Asset created or traded using the Services.

NO PROFESSIONAL ADVICE OR LIABILITY

All information provided by or on behalf of us is for informational purposes only and should not be construed as professional, accounting or legal advice. You should not take or refrain from taking any action in reliance on any information contained in these Terms or provided by or on behalf of us. Before you make any financial, legal, or other decisions involving the Services and/or Assets, you should seek independent professional advice from persons licensed and qualified in the area for which such advice would be appropriate.

THIRD-PARTY OFFERINGS AND CONTENT

We do not endorse or assume any responsibility for any activities of or resources, products, services, content or promotions owned, controlled, operated or sponsored by third parties. If you access any such resources, products, services or content or participate in any such promotions, you do so solely at your own risk. You hereby expressly waive and release us from all liability arising from your use of any such resources, products, services or content or participation in any such promotions. We shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with use of or reliance on any such resources, products, services, content or promotions from third parties.

LEGAL LIMITATIONS ON DISCLAIMERS

Some jurisdictions do not allow the exclusion of certain warranties or the limitation or exclusion of certain liabilities and damages. Accordingly, some of the disclaimers and limitations set forth in these Terms may not apply in full to you. The disclaimers and limitations of liability provided in these Terms shall apply to the fullest extent permitted by applicable law.

INDEMNIFICATION

You shall defend, indemnify, compensate, reimburse and hold harmless Zoop (and each of its officers, directors, members, employees, agents and affiliates) from any claim, demand, action, damage, loss, cost or expense, including without limitation reasonable attorneys’ fees, arising out or relating to (a) your use of, or conduct in connection with, the Services; (b) your violation of these Terms or any other applicable policy or contract of Zoop; and/or (c) your violation of any rights of any other person or entity.

CERTAIN USES AND RISKS OF BLOCKCHAIN TECHNOLOGY

The use of Block-chain technology may utilize experimental cryptographic technologies and blockchain technologies, including tokens, cryptocurrencies, stablecoins, “smart contracts,” consensus algorithms, voting systems and distributed, decentralized or peer-to-peer networks or systems in performing the Services. You acknowledge and agree that such technologies are novel, experimental, and speculative, and that therefore there is significant uncertainty regarding the operation and effects and risks thereof and the application of existing law thereto.

You are solely responsible for the safekeeping of the private key associated with the blockchain address used to participate in the Services. We will not be able to restore or issue any refund in respect of any Assets due to lost private keys. If you are not able to spend or use an Asset due to loss or theft of the corresponding private key or otherwise, you will be unable to exercise their rights with respect to such Asset. Further, you may be exposed to a risk of total loss and forfeiture of all Assets in the event, inter alia, that the Services or other smart contracts are adversely affected by malfunctions, bugs, defects, malfunctions, hacking, theft, attacks, negligent coding or design choices, or changes to the protocol rules of Ethereum. We assume no liability or responsibility for any of the foregoing matters, except as otherwise expressly provided by these Terms or required by applicable law.

ASSET PRICES

The fiat-denominated prices and value in public markets of assets such as Ethereum and NFTs have been historically subject to dramatic fluctuations and are highly volatile. As relatively new products and technologies, block-chain-based assets are not widely accepted as a means of payment for goods and services. A significant portion of demand for these assets is generated by speculators and investors seeking to profit from the short- or long-term holding of block-chain assets. The market value of any ETH, NFT or Asset may decline below the price for which you acquired such asset using our Services or on any other platform. You acknowledge and agree that the costs and speeds of transacting with cryptographic and blockchain-based systems such as Ethereum are variable and may increase or decrease dramatically at any time, resulting in prolonged inability to access or use any ETH, NFTs, or Assets or other digital assets associated with the Services.

REGULATORY UNCERTAINTY

Block-chain technologies and digital assets are subject to many legal and regulatory uncertainties, and the Services and Assets could be adversely impacted by one or more regulatory or legal inquiries, actions, suits, investigations, claims, fines or judgments, which could impede or limit your ability to continue the use and enjoyment of such assets and technologies.

CRYPTOGRAPHY RISKS

Cryptography is a progressing field. Advances in code cracking or technical advances such as the development of quantum computers may present risks to Ethereum, the Services, NFTs, and Assets, including the theft, loss or inaccessibility thereof.

GENERAL

GOVERNING LAW; JURISDICTION

By using or visiting the Services, you agree that only the laws of the State of New York without regard to principles of conflict of laws and regardless of your location, will govern these Terms and any dispute of any sort that might arise between you and Zoop. Any claim or dispute between you and Zoop that arises in whole or in part from your use of the Services shall be decided solely and exclusively by a court of competent jurisdiction located in New York, New York to the express exclusion of any other courts, and you hereby consent to, and waive all defences of lack of personal jurisdiction and forum non convenient with respect to venue and jurisdiction in the courts of New York, New York.

SEVERABILITY, WAIVER

Unless as otherwise stated in these Terms, should any provision of these Terms be held invalid or unenforceable for any reason or to any extent, such invalidity or enforceability shall not in any manner affect or render invalid or unenforceable the remaining provisions of these Terms, and the application of that provision shall be enforced to the extent permitted by law. Any failure by us or any third-party beneficiary to enforce these Terms or any provision thereof shall not waive our or the applicable third party beneficiary's right to do so.

TAXES

We are not responsible for determining the withholding, sales, use, value added, transfer or other taxes, together with any interest and penalties imposed with respect thereto (“Taxes”), that apply to your use of the Services. You agree that you are solely responsible for determining what, if any, Taxes apply to your use of the Services and to withhold, collect, report and remit the correct amounts of Taxes to the appropriate taxing authorities. Unless otherwise indicated on an applicable invoice, any amounts due in respect of an Asset transaction are exclusive of sale, use, value added or similar Taxes which shall be your responsibility.

PRIVACY

You acknowledge and agree to the collection, use, and disclosure of your personal information in accordance with Zoop’s Privacy Policy, which is incorporated into these Terms by reference.