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Zoop Priority Pass - NFT Purchase Terms

By purchasing, acquiring, or otherwise receiving a ‘Zoop Priority Pass’ non-fungible token hosted on a blockchain platform (each, a “Zoop Priority Pass NFT”), you agree to these Priority Pass NFT Purchase Terms (the “Terms”).

OWNERSHIP OF ZOOP PRIORITY PASS NFT AND ARTWORK. Each Zoop Priority Pass NFT is a limited-edition digital asset that embodies or includes certain artwork owned or created by or on behalf of Zoop and its licensors (the “Artwork”). You acknowledge and agree that, as between [ii Corporation] (“Zoop”) and you, Zoop owns all legal right, title and interest in and to the Artwork and all intellectual property rights therein. Zoop Priority Pass NFTs may also incorporate one or more elements of Zoop’s trademarks and branding (the “Brand”). Each Zoop Priority Pass NFT is a non-fungible token hosted on the Ethereum blockchain, ownership of which can be transferred on or through such blockchain through gift, purchase or sale. The Artwork is neither stored nor embedded in the Zoop Priority Pass NFT, but is accessible through the Zoop Priority Pass NFT. ALTHOUGH THE ZOOP PRIORITY PASS NFT ITSELF IS OWNED BY ITS THEN-CURRENT OWNER, THE ARTWORK EMBODIED THEREBY AND ANY BRAND INCORPORATED THEREIN OR USED IN CONNECTION THEREWITH IS LICENSED PURSUANT TO THESE TERMS, AND IS NOT TRANSFERRED OR SOLD, TO SUCH OWNER. “OWN” MEANS, WITH RESPECT TO A ZOOP PRIORITY PASS NFT, A ZOOP PRIORITY PASS NFT THAT YOU HAVE RIGHTFULLY AND LAWFULLY PURCHASED OR ACQUIRED FROM A LEGITIMATE SOURCE, WHERE PROOF OF SUCH PURCHASE OR ACQUISITION IS RECORDED ON THE ETHEREUM BLOCKCHAIN (AND THE TERMS “OWNED” AND “OWNER” SHALL BE INTERPRETED ACCORDINGLY). The rights that you have in and to the Artwork are limited to those expressly stated in the paragraph immediately below. Zoop and its licensors reserve all rights in and to the Artwork and Brand not expressly granted herein. 

LICENSE TO ARTWORK AND BRAND. Subject to your lawful purchase or acquisition of a Zoop Priority Pass NFT and your continued compliance with these Terms, Zoop grants you a worldwide, non-exclusive, revocable, royalty-free license, with no right to sub-license, to display the Artwork and any Brand embodied in your Zoop Priority Pass NFT, solely as embodied in the applicable Zoop Priority Pass NFT and solely for the following purposes: (i) for your own personal, non-commercial use (e.g. display in a virtual gallery, on a mobile device, as an avatar or in your home); (ii) through or as a part of a marketplace that permits the purchase and sale of your Zoop Priority Pass NFT in connection with such potential purchase or sale, provided that the marketplace cryptographically verifies rights to ensure that only the actual owner can offer a Zoop Priority Pass NFT for sale; or (iii) as part of a third-party website, application or platform that permits the inclusion, involvement or participation of your Zoop Priority Pass NFT, provided that the website/application/platform cryptographically verifies rights to ensure that only the actual owner can display the Zoop Priority Pass NFT; provided that this license to display the Artwork and any Brand embodied by the Zoop Priority Pass NFT is automatically and always transferred with the Zoop Priority Pass NFT as provided below, but is otherwise non-transferable.

NFT ACCESS PRIVILEGES. The owner of a Zoop Priority Pass NFT may be entitled to additional services or privileges such as time-limited and/or exclusive features, token ‘air drops’ or access to performances or other events and opportunities, as listed at the point of sale for such Zoop Priority Pass NFT or as otherwise may be made available by Zoop from time to time (the “NFT Access Privileges”). In order to redeem any NFT Access Privileges, you must connect your Zoop platform account to a compatible Digital Wallet (as defined below) that holds the relevant Zoop Priority Pass NFT. Certain NFT Access Privileges may be offered or made available by a third-party. ZOOP DOES NOT GUARANTEE THE AVAILABILITY OR PERFORMANCE OF ANY NFT ACCESS PRIVILEGE, AND DOES NOT GUARANTEE THAT ANY NFT ACCESS PRIVILEGE WILL CONTINUE TO BE MADE AVAILABLE TO THE THEN-CURRENT OWNER OF A ZOOP PRIORITY PASS NFT. ZOOP RESERVES THE RIGHT TO MODIFY THE NATURE AND/OR SCOPE OF ANY NFT ACCESS PRIVILEGE IN ITS SOLE DISCRETION AND AT ANY TIME.

TERM AND TERMINATION OF THE LICENSES. You acknowledge that the licenses granted to you in these Terms apply only to the extent that you lawfully purchased or acquired, and continue to Own, the Zoop Priority Pass NFT. If, at any time, you sell, trade, donate, give away, transfer or otherwise dispose of your Zoop Priority Pass NFT for any reason, the licenses granted to you herein will immediately expire with respect to such Zoop Priority Pass NFT without the requirement of notice, and you will have no further rights in or to the Artwork or Brand embodied in such Zoop Priority Pass NFT, nor to any corresponding NFT Access Privileges. The licenses granted in these Terms will also automatically terminate, with all rights returning to Zoop, if: (i) you breach these Terms, including, but not limited to, by transferring or acquiring the Zoop Priority Pass NFT in a way not specifically permitted hereunder; or (ii) you engage in any unlawful business practice related to the Zoop Priority Pass NFT. In the event that you did not lawfully purchase or acquire the Zoop Priority Pass NFT or upon any termination of the licenses granted to you in these Terms, Zoop may disable your access to the Artwork and/or Brand and/or deny you access to any further benefits, services or goods associated with the Zoop Priority Pass NFT, including the NFT Access Privileges.

RESTRICTIONS. You agree that you will not, nor will you permit any third-party to, do or attempt to do any of the following without Zoop’s express prior written consent in each case: (i) modify in any way the Artwork or Brand, including, but not limited to, the shapes, designs, drawings, attributes or color of the Artwork or Brand; (ii) use the Artwork or Brand as a brand or trademark or to advertise, market or sell any product or service (other than an authorized offering of the Zoop Priority Pass NFT itself); (iii) use the Artwork or Brand in connection with images, videos or other forms of media that depict hatred, intolerance, violence, cruelty or anything else that could reasonably be found to constitute hate speech or otherwise infringe upon the rights of others or promote illegal activities; (iv) use the Artwork or Brand in movies, videos or any other forms of media, except solely for your own personal, non-commercial use; (v) sell, distribute for commercial gain (including, but not limited to, giving away in the hopes of eventual commercial gain) or otherwise commercialize merchandise that includes, contains or consists of the Artwork or Brand; (vi) attempt to trademark, copyright or otherwise acquire additional intellectual property rights in or to the Artwork or Brand; (vii) use the Artwork or Brand in connection with defamatory or dishonest statements about Zoop and/or its affiliated companies, and its and their licensors, or which otherwise damage the goodwill, value or reputation associated therewith, or represent or imply that your exercise of the licenses granted hereunder is endorsed by any of the foregoing; or (viii) otherwise utilize the Artwork or Brand for your or any third-party’s commercial benefit (other than an authorized offering of the Zoop Priority Pass NFT itself). Without limiting the foregoing, the licenses granted by these Terms do not include: (x) the right to use the Artwork or Brand in connection with other tokens or digital content; or (y) the right to create derivative works of the Artwork. You may not use or attempt to register any asset, including any domain names, social media accounts or related addresses, that contains or incorporates any Artwork or Brand.

STORING YOUR ZOOP PRIORITY PASS NFT. You are responsible for storing your Zoop Priority Pass NFT in a software-based digital wallet that allows you to purchase, store, and engage in transactions using cryptocurrency and other digital assets (a “Digital Wallet”). You acknowledge and agree that Zoop does not operate or control the operation of your Digital Wallet(s), and that you are solely responsible for ensuring that your Zoop Priority Pass NFT is transferred to a secure Digital Wallet.

TRANSFERRING YOUR ZOOP PRIORITY PASS NFT. You may transfer any Zoop Priority Pass NFT that you lawfully Own to a third-party, subject to these Terms. If you transfer any Zoop Priority Pass NFT, you must make the transferee aware of, and you must cause any such transferee to agree in writing to comply with, and be bound by, these Terms. 

TRANSFER FEE. You acknowledge and agree that the original sale and any subsequent transfer of this Zoop Priority Pass NFT, by you or by the then-current Owner, is subject to a transaction fee payable to Zoop. The applicable transaction fee will be displayed to you or the then-current Owner, and the relevant purchaser, at the point of sale.

DISCLAIMERS. YOUR PURCHASE OF ANY ZOOP PRIORITY PASS NFT IS AT YOUR SOLE RISK. YOU EXPRESSLY ACKNOWLEDGE AND AGREE THAT ZOOP PROVIDES THE ZOOP PRIORITY PASS NFT, LICENSES THE ARTWORK AND BRAND TO THE OWNER OF THE ZOOP PRIORITY PASS NFT, AND PROVIDES ANY NFT ACCESS PRIVILEGES ON AN ‘AS IS’ AND ‘AS AVAILABLE’ BASIS AND EXPRESSLY DISCLAIMS ANY WARRANTIES OR CONDITIONS OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, ANY WARRANTIES OR CONDITIONS OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. IN PARTICULAR, ZOOP ACCEPTS NO RESPONSIBILITY FOR, AND WILL NOT BE LIABLE TO YOU FOR, ANY LOSSES, DAMAGES OR CLAIMS ARISING FROM: (I) USER ERROR SUCH AS INCORRECTLY CONSTRUCTED TRANSACTIONS OR MISTYPED DIGITAL WALLET ADDRESSES; (II) SERVER FAILURE OR DATA LOSS; OR (III) CORRUPTED DIGITAL WALLET OR ZOOP PRIORITY PASS NFT FILES. ZOOP DOES NOT GUARANTEE THAT ANY ZOOP PRIORITY PASS NFT WILL BE AVAILABLE AT ALL TIMES, IN ALL LOCATIONS OR AT ANY GIVEN TIME, OR THAT ZOOP WILL CONTINUE TO OFFER A PARTICULAR NFT ACCESS PRIVILEGE OR OTHER SERVICE FOR ANY PARTICULAR LENGTH OF TIME. ZOOP DOES NOT GUARANTEE THAT ANY ZOOP PRIORITY PASS NFT WILL BE INTEROPERABLE WITH OR ACCESSIBLE THROUGH ANY THIRD-PARTY SERVICE PROVIDERS.

ASSUMPTION OF RISKS. YOU ACKNOWLEDGE AND AGREE THAT: (I) YOU ARE SOLELY RESPONSIBLE FOR DETERMINING WHAT, IF ANY, TAXES APPLY TO YOUR PURCHASE OF A ZOOP PRIORITY PASS NFT; (II) ZOOP PRIORITY PASS NFTS EXIST AND CAN BE TRANSFERRED ONLY BY VIRTUE OF THE OWNERSHIP RECORD MAINTAINED ON THE BLOCKCHAIN SUPPORTING SUCH ZOOP PRIORITY PASS NFTS; (III) THERE ARE RISKS ASSOCIATED WITH USING DIGITAL CURRENCY AND DIGITAL ASSETS, INCLUDING THE RISK OF HARDWARE, SOFTWARE AND INTERNET CONNECTIONS, THE RISK OF MALICIOUS SOFTWARE INTRODUCTION, THE RISK THAT THIRD-PARTIES MAY OBTAIN UNAUTHORIZED ACCESS TO YOUR INFORMATION, AND THE RISK OF PURCHASING COUNTERFEIT OR MISLABELED ASSETS, ASSETS THAT ARE VULNERABLE TO METADATA DECAY, ASSETS ON SMART CONTRACTS WITH BUGS, AND ASSETS THAT MAY BECOME UNTRANSFERABLE; (IV) THE LEGAL AND REGULATORY REGIME GOVERNING BLOCKCHAIN TECHNOLOGIES, CRYPTOCURRENCIES AND TOKENS IS EVOLVING, AND NEW REGULATIONS OR POLICIES MAY MATERIALLY ADVERSELY AFFECT THE UTILITY OR VALUE OF ZOOP PRIORITY PASS NFTS; AND (V) ZOOP PRIORITY PASS NFTS THAT YOU PURCHASE OR NFT ACCESS PRIVILEGES ASSOCIATED THEREWITH MAY BECOME INACCESSIBLE, AND UNDER NO CIRCUMSTANCES SHALL THE INABILITY TO ACCESS, VIEW, OR REDEEM YOUR ZOOP PRIORITY PASS NFTS OR NFT ACCESS PRIVILEGES SERVE AS GROUNDS FOR A CLAIM AGAINST ZOOP.

ZOOP’S LIABILITY TO YOU. YOU ACKNOWLEDGE AND AGREE THAT, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL ZOOP BE LIABLE FOR ANY LOSS OF PROFITS, LOSS OF REVENUE, LOSS OF DATA, OR ANY INDIRECT, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES, 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 OR YOUR USE OF ANY ZOOP PRIORITY PASS NFT. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ZOOP WILL NOT BE LIABLE TO YOU FOR MORE THAN THE GREATER OF: (I) THE TOTAL AMOUNT PAID TO ZOOP BY YOU FOR THE ZOOP PRIORITY PASS NFT WHICH IS THE SUBJECT OF THE CLAIM; OR (II) $100.

GOVERNING LAW AND JURISDICTION. To the fullest extent permitted by applicable law, these Terms and any action related thereto will be governed and interpreted by and under the laws of England. You agree that all claims and disputes arising out of or relating to these Terms will be subject to the exclusive jurisdiction of the English courts.