Terms And Conditions

Effective Date: 17 August 2023
Version: 1.0

1. Introduction
   Welcome to zeroone! A cultural distribution engine that enables individuals to create, collect, and connect. Please read on to learn the rules and restrictions that govern your use of our website(s), services, products and applications (the “Services”). If you have any questions, comments, or concerns regarding these terms or the Services, please contact us at:Email: [email protected]
   1. These Terms are a Legally Binding Agreement

      These Terms of Use (the “Terms”) are a binding contract between you (the “Creator”, “Collector”, and collectively with others using the Site - “Users”) and zeroone ltd (“zeroone”, “The Company”, “our”, “we” and “us”). Your use of the Services in any way means that you agree to all of these Terms, and these Terms will remain in effect while you use the Services. These Terms include the provisions in this document as well as those in the Privacy Policy and any other relevant policies. Your use of or participation in certain Services may also be subject to additional policies, rules and/or conditions (“Additional Terms”), which are incorporated herein by reference, and you understand and agree that by using or participating in any such Services, you agree to also comply with these Additional Terms. In the event of a conflict between these Terms and any additional applicable terms we may provide for a specific service, such additional terms shall control for that specific service.

      Please read these Terms carefully. They cover important information about Services provided to you and any fees, charges, and taxes we bill you. These Terms include information about future changes to these Terms, limitations of liability, a class action waiver and resolution of disputes by arbitration instead of in court. Please note that your use of and access to our services are subject to the following terms; if you do not agree to all of the following, you may not use or access the services in any manner.

      Arbitration notice and class action waiver: except for certain types of disputes described in the arbitration agreement section below, you agree that disputes between you and us will be resolved by binding, individual arbitration and you waive your right to participate in a class action lawsuit or class-wide arbitration.

      The Company reserves the right to change or modify these Terms at any time and in our sole discretion. If we make material changes to these Terms, we will use reasonable efforts to provide notice of such changes, such as by providing notice through the Service or updating the “Last Updated” date at the beginning of these Terms. By continuing to access or use the Service, you confirm your acceptance of the revised Terms and all of the terms incorporated therein by reference effective as of the date these Terms are updated. It is your sole responsibility to review the Terms from time to time to view such changes and to ensure that you understand the terms and conditions that apply when you access or use the Service.

   2. Non-Custodial Service Provider

      zeroone does not ever have custody, sole possession, or control of your digital wallet, NFTs or other assets held in your digital wallet. The Company does not stand as an escrow agent, intermediary, or processor of any transactions conducted by you involving other users of the Service. Your property, technical, legal, and economic interests, relationships, or rights as between you and other users of the Service are facilitated exclusively by the non-custodial smart contracts comprising zeroone, or your own voluntary actions, which the Company does not control. The Company is not a wallet provider, exchange, broker, financial institution, money services business, trust, or creditor.

   3. Legal Capacity To Use the Services and User Responsibilities

      You expressly represent and warrant that you have the right, authority, and capacity to enter into this agreement on behalf of yourself and any third-party individual or organization for which you are acting as an authorized agent. You expressly represent and warrant that you are over the age of majority in your jurisdiction and at least over the age of thirteen (13). If you are under eighteen (18) years old, you may only use the Services through a parent or guardian’s Account and upon their separate agreement to these Terms. It is prohibited to use our Service if you are under thirteen (13) years old. Parents and guardians should be aware that some of the third-party Creator content provided through the Service may be “not safe for work” (“NSFW”).

      If you use our Services on behalf of a company or any other type of entity then “you” includes you and that entity, and you represent and warrant that: (i) you are an authorized representative of the entity and have the authority to bind the entity to these Terms, (ii) you are authorized by the entity to initiate transactions and interact with the platform from your digital wallet on behalf of the entity; and (iii) you agree to these Terms on the entity’s behalf. If you utilize “bots,” “spiders,” “smart contracts,” or other technical instruments or agents to use our Services, then “you” includes you and that technical instrument or agent. Further, you bear all responsibility and liability stemming from the use of such technical instruments.

      In addition to other responsibilities and obligations provided in these Terms, you are solely responsible for reviewing and discharging any applicable legal obligations and requirements that may apply to your voluntary use of the Services. Without limitation, you are solely responsible for determining what, if any, taxes apply to your transactions and to withhold, collect, report, and remit the correct amounts of taxes to the appropriate tax authorities. zeroone is not responsible for determining, withholding, collecting, reporting, or remitting the taxes that apply to your assets or NFTs and nothing in these Terms should be construed as legal advice, tax advice, investment advice, or a legal opinion.

   4. Data Privacy

      zeroone takes the privacy of its users very seriously. For the current zeroone Privacy Policy, please click here.

2. Accessing and Using The Service
   
   1. Services and Services Basics

      zeroone provides a platform for Users is a cultural distribution engine that enables individuals to create, collect, and connect. Users create digital assets (“Digital Collectibles”) through the Services that may be implemented on a blockchain platform, the rights to which are governed by and recorded with blockchain-managed technology and smart contracts (“Smart Contract”).

      You may be required to sign up for an account, receive a passcode and select a username (“zeroone Username”), and provide us with certain information or data. You promise to provide us with accurate, complete, and updated registration information about yourself. You may not select as your zeroone Username a name that you do not have the right to use, or another person’s name with the intent to impersonate that person. You may not transfer your account to anyone else without our prior written permission. The Company prohibits username squatting and the practice of reserving usernames for future use. Users who violate this squatting policy may be removed or renamed without notice.

      You represent and warrant that you are an individual of legal age to form a binding contract (or if not, you’ve received your parent’s or guardian’s permission to use the Services and have gotten your parent or guardian to agree to these Terms on your behalf). You will only use the Services for your own internal, personal use, and not on behalf of or for the benefit of any third party. You will comply with all laws that apply to you, your use of the Services, and your actions and omissions that relate to the Services (including, for example, all laws that relate to the Digital Collectibles (as defined below)). If your use of the Services is prohibited by applicable laws, then you aren’t authorized to use the Services. We can’t and won’t be responsible for your using the Services in a way that breaks the law.

      You will not share your zeroone Username, account or passcode with anyone, and you must protect the security of your zeroone Username, account, passcode and any other access tools or credentials. You will be responsible for any activity associated with your zeroone Username and account.

      As part of the Services, you may receive communications through the Services, including messages that zeroone and its partners send you (for example, via email). By using the Services, you are consenting to be contacted by zeroone or its affiliates or partners by text message, SMS and/or MMS message for marketing, solicitation, informational or another purposes, even if your telephone number(s) is registered on the National Do Not Call List, a state Do Not Call List, or the internal Do Not Call List of zeroone or its affiliates or partners. In the event you no longer wish to receive such text messages, you can reply to any text, SMS or MMS message you receive from us by texting “END” to cancel or “HELP” for customer support information. Your carrier’s standard message and data rates apply to any text messages, SMS or MMS messages you send or receive. Your carrier may prohibit or restrict certain mobile features and certain mobile features may be incompatible with your carrier or mobile device. We are not liable for any delays in the receipt of, or any failures to receive, any text messages, SMS or MMS messages, as delivery is subject to effective transmission by your mobile carrier and compatibility of your mobile device. Please contact your mobile carrier if you have any questions regarding these issues or your mobile data and messaging plan.

   2. Services Restrictions

      You warrant, represent, and agree that you will not provide or contribute anything, including any Content (as defined below), to the Services, or otherwise interact with or use the Services or associated blockchain(s) or platform(s), in a manner that:

      1. infringes or violates anyone’s (including zeroone) intellectual property rights or any other rights
         
      2. violates any law or regulation, including, without limitation, any applicable money laundering laws or regulations, international sanctions laws or regulations, export control laws or regulations, privacy laws or regulations, or any other purpose not reasonably intended by zeroone
         
      3. is dangerous, harmful, fraudulent, deceptive, threatening, defamatory, harassing, obscene, or otherwise objectionable
         
      4. jeopardizes the security of your zeroone Username, account or anyone else’s (such as allowing someone else to log in to the Services as you)
         
      5. attempts, in any manner, to obtain the passcode, account, or other security information from any other user
         
      6. violates the security of any computer network, or cracks any passwords or security encryption codes
         
      7. attempts to bypass any limitation on your access to the Service or attempt to circumvent measures employed to prevent or limit access to any functionality, area or component of the Service, or to verify your identity, or to filter content
         
      8. runs Listserv, any form of auto-responder or “spam” on the Services, or any processes that run or are activated while you are not logged into the Services, or that otherwise interfere with, disrupt, or negatively impact the proper working of the Services (including by placing an unreasonable load on the Services’ infrastructure)
         
      9. “crawls,” “spiders,” or “scrapes” any data, page, or portion of or relating to the Services or Content (through use of manual or automated means)
         
      10. copies or stores any significant portion of the Content; or
          
      11. uses any aspect of the Service to create software or services that compete with the Services in any way including decompiling, reverse engineering, or otherwise attempting to obtain the source code or underlying ideas or information of or relating to the Services
          

      A violation of any of the foregoing is grounds for termination of your right to use or access the Services, including any Digital Collectibles stored therein.

   3. Rights with respect to the Services

      Content
      For purposes of these Terms:

      • the term “Content” means all materials displayed or performed or available on or through the Services, including, but not limited to, text, graphics, data, articles, photos, images, illustrations and so forth
      • the term “Your Content” means any and all Content posted, uploaded, shared, stored, or otherwise provided through the Services by you, including with respect to any Digital Collectibles you create; and
      • the term “zeroone Content” means any and all Content that is not Your Content, including Content specifically available by us, our partners and/or our users.

      As between zeroone and you:

      • you retain ownership of Your Content; and
      • you will own solely any Digital Collectibles you create, subject to our (and our licensors’) ownership of and rights in the zeroone Content and zeroone will and hereby does grant you, subject to your continued compliance with these Terms, a worldwide, non-exclusive, non-transferable, royalty-free license under zeroone’s rights to use, copy, and display the zeroone Content featured in your Digital Collectible, solely for your own personal, non-commercial use. (collectively, the “Digital Collectible License”).

      For the avoidance of doubt, apart from the rights specifically set forth herein, zeroone (together with its licensors) owns and retains all worldwide rights, title and interest (including all intellectual property rights) in and to all zeroone Content. You expressly acknowledge, understand and agree that nothing shall grant you any ownership rights in any such zeroone Content.

      The zeroone Content is protected by copyright and/or other intellectual property laws. You promise to abide by all copyright notices, trademark rules, information, and restrictions contained in any zeroone Content you access through the Services, and you won’t use, copy, reproduce, modify, translate, publish, broadcast, transmit, distribute, perform, upload, display, license, sell, commercialize or otherwise exploit for any purpose any zeroone Content not owned by you, (i) without the prior consent of the owner of that zeroone Content or (ii) in a way that violates someone else’s (including zeroone's) rights.

      Subject to these Terms, we grant each user of the Services a worldwide, non-exclusive, non-sublicensable and non-transferable license to use (i.e., to download and display locally) zeroone Content solely for purposes of using the Services. Use, reproduction, modification, distribution or storage of any zeroone Content for any purpose other than using the Services is expressly prohibited without prior written permission from us. You understand that zeroone owns the Services. You won’t modify, publish, transmit, participate in the transfer or sale of, reproduce (except as expressly provided in this Section), create derivative works based on, or otherwise exploit any of the Services. The Services may allow you to copy or download certain zeroone Content, but please remember that even where these functionalities exist, all the restrictions in this section still apply.

      Except for the limited rights and licenses expressly granted above, no other license is granted, no other use is permitted, and zeroone (and its licensors) shall retain all right, title and interest (including all intellectual property rights) in and to the Services and the zeroone Content.

      Digital Collectibles
      

      When you create a Digital Collectible, the terms of a Smart Contract shall apply to your usage rights of that Digital Collectible, in addition to the Digital Collectible License. For the avoidance of doubt, apart from the rights specifically set forth herein, the owner of any zeroone Content (whether it be zeroone or its licensors, including any user of the Services) owns and retains all worldwide rights, title and interest in and to all zeroone Content owned by such owner. You expressly acknowledge, understand and agree that nothing shall grant you any ownership rights in any such zeroone Content. You agree that you may not, nor permit any third party to do or attempt to do any of the foregoing without our (or, as applicable, our licensors’) express prior written consent in each case: (a) modify the zeroone Content featured in your Digital Collectible in any way, including, without limitation, the shapes, designs, drawings, attributes, or color schemes; (b) use the zeroone Content featured in your Digital Collectible to advertise, market, or sell any third party product or service; (c) use the zeroone Content featured in your Digital Collectible 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; (d) use the zeroone Content featured in your Digital Collectible in movies, videos, or any other forms of media, except to the limited extent that such use is expressly permitted in these Terms or solely for your own personal, non-commercial use; (e) sell, distribute for commercial gain (including, without limitation, giving away in the hopes of eventual commercial gain), or otherwise commercialize merchandise that includes, contains, or consists of the zeroone Content featured in your Digital Collectible; (f) attempt to trademark, copyright, or otherwise acquire additional intellectual property rights in or to the zeroone Content featured in your Digital Collectible; or (g) otherwise utilize the zeroone Content featured in your Digital Collectible for your or any third party’s commercial benefit.

      User Entry and Licenses
      

      Anything you post, upload, store, share, or otherwise provide through the Services, including with respect to any Digital Collectibles you create, is your “User Entry” or “User Entries”. Some User Entries may be viewable by other users and you are solely responsible for all User Entries you contribute to the Services. You represent that all User Entries submitted by you are accurate, complete, up-to-date, and in compliance with all applicable laws, rules and regulations. Without limiting anything in the foregoing, you understand and agree that you are solely responsible for ensuring that you have obtained all necessary third party rights, consents, permissions, and authorizations relating to any User Entries necessary for your creation and use of any Digital Collectible and for your grant of the licenses below.

      You agree that you will not post, upload, share, store, or otherwise provide through the Services any User Entries that: (i) infringe any third party's copyrights or other rights (e.g., trademark, privacy rights, etc.); (ii) contain sexually explicit content or pornography; (iii) contain hateful, defamatory, or discriminatory content or incite hatred against any individual or group; (iv) exploit minors; (v) depict unlawful acts or extreme violence; (vi) depict animal cruelty or extreme violence towards animals; (vii) promote fraudulent schemes, multi-level marketing (MLM) schemes, get rich quick schemes, online gaming and gambling, cash gifting, work from home businesses, or any other dubious money-making ventures; or (viii) that violate any law.

      In order to display your Digital Collectibles and other User Entries on the Services, and to allow other users to enjoy them (where applicable), you grant us certain rights in those User Entries (see below for more information). Please note that all of the following licenses are subject to our Privacy Policy to the extent they relate to User Entries that are also your personally-identifiable information.

      For all User Entries, you hereby grant zeroone a license to translate, modify (for technical purposes, for example, making sure your content is viewable on a mobile device as well as a computer) and reproduce and otherwise act with respect to such User Entries, in each case to enable us to operate the Services, as described in more detail below. This is a license only – your ownership in User Entries is not affected.

      If you store a User Entry in your own personal zeroone account, in a manner that is not viewable by any other user except you (a “Personal User Entry”), you grant zeroone the license above, as well as a license to display, perform, and distribute your Personal User Entry for the sole purpose of making that Personal User Entry accessible to you and providing the Services necessary to do so.

      If you share a User Entry in a manner that only certain specified users can view (for example, a private message to one or more other users) (a “Limited Audience User Entry”), then you grant zeroone the licenses above, as well as a license to display, perform, and distribute your Limited Audience User Entry for the sole purpose of making that Limited Audience User Entry accessible to such other specified users, and providing the Services necessary to do so. Also, you grant such other specified users a license to access that Limited Audience User Entry, and to use and exercise all rights in it, as permitted by the functionality of the Services.

      If you share a User Entry publicly on the Services and/or in a manner that more than just you or certain specified users can view, or if you provide us (in a direct email or otherwise) with any feedback, suggestions, improvements, enhancements, and/or feature requests relating to the Services (each of the foregoing, a “Public User Entry”), then you grant zeroone the licenses above, as well as a license to display, perform, and distribute your Public User Entry for the purpose of making that Public User Entry accessible to all zeroone users and providing the Services necessary to do so, as well as all other rights necessary to use and exercise all rights in that Public User Entry in connection with the Services. Also, you grant all other users of the Services a license to access that Public User Entry, and to use and exercise all rights in it, as permitted by the functionality of the Services.

      You agree that the licenses you grant are royalty-free, perpetual, sublicensable, irrevocable, and worldwide, provided that when you delete your zeroone account, we will stop displaying your User Entries (other than Public User Entries, which may remain fully available) to other users (if applicable), but you understand and agree that it may not be possible to completely delete that content from zeroones’ records, and that your User Entries may remain viewable elsewhere to the extent that they were copied or stored by other users.

      Finally, you understand and agree that zeroone, in performing the required technical steps to provide the Services to our users (including you), may need to make changes to your User Entries to conform and adapt those User Entries to the technical requirements of connection networks, devices, services, or media, and the foregoing licenses include the rights to do so.

   4. Copyright Infringement

      We respect others’ intellectual property rights, and we reserve the right to delete or disable Content alleged to be infringing, and to terminate the accounts of repeat alleged infringers. Please contact [email protected] with any questions.

   5. Who is responsible for what I see and do on the Services?

      Any information or Content, including any User Entries, publicly posted or privately transmitted through the Services is the sole responsibility of the person from whom such Content originated, and you access all such information and Content at your own risk, and we aren’t liable for any errors or omissions in that information or Content or for any damages or loss you might suffer in connection with it. We cannot control and have no duty to take any action regarding how you may interpret and use the Content or what actions you may take as a result of having been exposed to the Content, and you hereby release us from all liability for you having acquired or not acquired Content through the Services. We can’t guarantee the identity of any users with whom you interact in using the Services and are not responsible for which users gain access to the Services. You are responsible for all Content you contribute, in any manner, to the Services, and you represent and warrant you have all rights necessary to do so, in the manner in which you contribute it.

      The Services may contain links or connections to third-party websites or services that are not owned or controlled by zeroone. When you access third-party websites or use third-party services, you accept that there are risks in doing so, and that zeroone is not responsible for such risks. zeroone has no control over, and assumes no responsibility for, the content, accuracy, privacy policies, or practices of or opinions expressed in any third-party websites or by any third party that you interact with through the Services. In addition, zeroone will not and cannot monitor, verify, censor or edit the content of any third-party site or service. We encourage you to be aware when you leave the Services and to read the terms and conditions and privacy policy of each third-party website or service that you visit or utilize. By using the Services, you release and hold us harmless from any and all liability arising from your use of any third-party website or service. If there is a dispute between participants on this site or Services, or between users and any third party, you agree that zeroone is under no obligation to become involved. In the event that you have a dispute with one or more other users, you release zeroone, its directors, officers, employees, agents, and successors from claims, demands, and damages of every kind or nature, known or unknown, suspected or unsuspected, disclosed or undisclosed, arising out of or in any way related to such disputes and/or our Services. You shall and hereby do waive California Civil Code Section 1542 or any similar law of any jurisdiction, which says in substance: “A general release does not extend to claims that the creditor or releasing party does not know or suspect to exist in his or her favor at the time of executing the release and that, if known by him or her, would have materially affected his or her settlement with the debtor or released party.”

   6. Risks related to blockchain and NFTs

      Includes, but not limited to, the risk of hardware, software and Internet connection malfunctions, the risk of malicious software introduction, and the risk that third parties may obtain unauthorized access to information stored within your electronic wallet. You accept and acknowledge that we will not be responsible for any communication failures, disruptions, errors, distortions or delays you may experience when using the Service, however caused.

      Additionally, upgrades to the Services, a hard fork in certain blockchain networks, or a change in how transactions are confirmed on any related networks may have unintended, adverse effects on all blockchains. We are not responsible for any such adverse effects.

   7. Wallets

      To create an Account and enjoy full functionality of our Services you must either connect your third-party digital wallet on a supported bridge extension, such as MetaMask and Wallet Connect or an Account generated via Social Login with an SCW. By connecting your digital wallet to the Site, you expressly represent that you are the lawful and rightful owner of the digital wallet. You are required to authenticate ownership of your digital wallet before you can perform transactions through the Services by cryptographically verifying, through your third-party bridge extension or Social Login, your possession of the digital wallet’s associated passphrase. Your digital wallet transactions are broadcasted to the blockchain through the applicable third-party bridge extension, which facilitates transactions on your behalf. By using your digital wallet in connection with the Services, you agree that you are using that wallet lawfully and under the terms and conditions of the applicable third party-wallet provider. Your digital wallet and all assets held therein are your personal property, and not the property of the Company. The Company has no responsibility or technical ability to manage, modify, secure, or perform transactions on behalf of your digital wallet.

      You are solely and exclusively responsible for the security and management of your digital wallet(s). For your safety and the safety of other Users, you agree to maintain reasonable security measures over your digital wallet, make best efforts to avoid potential scams which may compromise the security of your wallet or others, and to preserve the utmost secrecy of your digital wallet’s private key, passphrase, seedphrase, your Account details, passwords, and any other information that you use to access your digital wallet or the Account. You are solely responsible for ensuring that the Account(s) registered in association with your digital wallet will not be used by any unauthorized person(s) or entities. The Company accepts no responsibility for, and disclaims all liability to you, in connection with the security of or your use of your digital wallet and disclaims any responsibility or obligation to assist or remedy you in the event of a breach of your digital wallet’s security. You are solely responsible for your Account and any associated digital wallet. We are not liable for any acts or omissions by you in connection with your Account or as a result of your Account or digital wallet being compromised. Further, you agree that you may be liable to the Company, other Users, or other third parties for harm or losses arising from acts or omissions by you related to the security of your digital wallet.

      You agree to notify us immediately of any breach of security, loss, theft, or unauthorized use of your digital wallet or Account by contacting us at [email protected].

   8. Will zeroone ever change the Services?

      We’re always trying to improve our Services, so they may change over time. We may suspend or discontinue any part of the Services, or we may introduce new features or impose limits on certain features or restrict access to parts or all of the Services. We’ll try to give you notice when we make a material change to the Services that would adversely affect you, but this isn’t always practical. We reserve the right to remove any Content from the Services at any time, for any reason (including, but not limited to, if someone alleges you contributed that Content in violation of these Terms), in our sole discretion, and without notice.

   9. Do the Services cost anything?

      Gas fees related to use of the Services are currently provided to Users free of charge. Please reference the Royalties and Smart Contracts section below for any additional fees and information. We will notify you before any Services you are then using begin carrying any additional fees, and if you wish to continue using such Services, you must pay all applicable fees for such Services. Note that if you elect to receive text messages through the Services, data and message rates may apply. Any and all such charges, fees or costs are your sole responsibility. You should consult with your wireless carrier to determine what rates, charges, fees or costs may apply to your use of the Services.

   10. Royalties and Smart Contracts

       During Step 1 (Contract Creation) of the Create process, Creators will be able to deploy their own ERC-721 smart contract. This is where Creators are able to set Contract and Token names, as well as Royalty percentages. All smart contracts deployed on zeroone are set for free Primary Sale mints, which allows Users to collect Digital Collectibles for free on the platform. Royalties are defined Secondary Sale percentages that are set at smart contract deployment and embedded utilizing the ERC-2981 NFT Royalty Standard. The Creator’s custom option smart contract Royalty percentage can be set up to a maximum of 50%, with standard option smart contract Royalty percentage being 10%. zeroone also includes a zeroone Secondary Sale Royalty split percentage that represents a percentage (currently 20%) of the Creator’s defined Royalty percentage in all deployed smart contracts. Utilizing the standard option smart contract would result in the Creator having the right to receive a 16% Secondary Sale Royalty and zeroone having the right to receive a 4% Secondary Sale Royalty on all Secondary Sales. All information entered and defined in Step 1 will be permanent and you will not be able to amend it in the future. By creating and deploying a smart contract on zeroone, all Users of the platform acknowledge that they have read and understood this section and agree in full with the smart contract structure on zeroone.

       zeroone does not currently support any Secondary Sales activity on the platform. As such, Secondary Sales will happen outside of zeroone and you will be subject to the terms and conditions of the third-party marketplace that is used. Collectors on zeroone acknowledge and agree that to the extent it is in their power, they will to the best of their ability ensure Royalties are honored on the Digital Collectibles they collected on zeroone and sold off platform. Creators on zeroone acknowledge and agree that Royalties paid to Creators are not guaranteed for all transactions, and are subject to the conditions set by the third-party marketplace where the Secondary Sale occurs, and as a result zeroone is not responsible for the Creator's ability to collect any Fees for transactions occurring outside of the Platform. Users irrevocably releases, acquits, and forever discharges zeroone and its Affiliates and its and their officers and successors of any liability for royalties, fines, or fees not received from any transaction outside of the Platform.

   11. What if I want to stop using the Services?

       You’re free to do that at any time; please refer to our Privacy Policy, as well as the licenses above, to understand how we treat information you provide to us after you have stopped using our Services.

       zeroone is also free to terminate (or suspend access to) your use of the Services or your account (and zeroone Username) for any reason in our discretion, including your breach of these Terms. zeroone has the sole right to decide whether you are in violation of any of the restrictions set forth in these Terms; for example, a Customer who believes that a Brand may be in breach of these Terms is not able to enforce these Terms against that Brand.

       Account termination may result in destruction of any Content associated with your account, so keep that in mind before you decide to terminate your account. If you have deleted your account by mistake, contact us immediately at [email protected] – we will try to help, but unfortunately, we can’t promise that we can recover or restore anything.

       Provisions that, by their nature, should survive termination of these Terms shall survive termination. By way of example, all of the following will survive termination: any obligation you have to pay us or indemnify us, any limitations on our liability, any terms regarding ownership of intellectual property rights, and terms regarding disputes between us, including without limitation the arbitration agreement.

   12. Additional Information

       Warranty Disclaimer
       zeroone and its licensors, suppliers, partners, parent, subsidiaries or affiliated entities, and each of their respective officers, directors, members, employees, consultants, contract employees, representatives and agents, and each of their respective successors and assigns (zeroone and all such parties together, the “zeroone Parties”) make no representations or warranties concerning the Services, including without limitation regarding any Digital Collectibles or other Content contained in or accessed through the Services, and the zeroone Parties will not be responsible or liable for the accuracy, copyright compliance, legality, or decency of material contained in or accessed through the Services or any claims, actions, suits procedures, costs, expenses, damages or liabilities arising out of use of, or in any way related to your participation in, the Services. The zeroone Parties make no representations or warranties regarding suggestions or recommendations of services or products offered or purchased through or in connection with the Services, including any Digital Collectibles. The services, as well as all digital collectibles and other content are provided by zeroone (and its licensors and suppliers) on an “as-is” basis, without warranties of any kind, either express or implied. To the fullest extent permissible pursuant to applicable law, we, our affiliates and licensors make no express warranties and hereby disclaim all implied warranties regarding the services or any part or aspect thereof, including, without limitation, implied warranties of merchantability, fitness for a particular purpose, non-infringement, correctness, accuracy, or reliability. Without limiting the generality of the foregoing, we, our affiliates, and licensors do not represent or warrant to you that: (i) your access to or use of the service will meet your requirements; (ii) your access to or use of the services will be timely, uninterrupted, secure or error-free; (iii) usage data provided through the service will be accurate; or (iv) the service or any content, service, or features made available on or through the service are free of viruses or other harmful components. Some states do not allow limitations on how long an implied warranty lasts, so the above limitations may not apply to you.

       We will not be responsible or liable to you for any losses you incur as the result of your use of any services or aspect thereof, any related blockchain network (including the ethereum and avalanche network), or your electronic wallet, including but not limited to any losses, damages or claims arising from: (a) user error, such as forgotten passwords or incorrectly construed smart contracts or other transactions; (b) server failure or data loss; (c) corrupted wallet files; or (d) unauthorized access or activities by third parties, including, but not limited to, the use of viruses, phishing, brute-forcing or other means of attack against the service, any blockchain network, or any electronic wallet.

       Digital collectibles are intangible digital assets that exist only by virtue of the ownership record maintained by your electronic wallet. All smart contracts are conducted and occur on the decentralized ledger on a blockchain network (including the ethereum and avalanche network). we are not responsible for losses due to blockchain technology, any blockchain network ((including the ethereum and avalanche network), or any other features of the services, related blockchain networks, or any electronic wallet, including without limitation any forks, technical node issues, or any other issues having fund losses as a result.

       You expressly acknowledge and agree that the services and/or the digital collectibles and any other content may contain audio-visual effects, strobe lights or other materials that may affect your physical senses and/or physical condition.

       Limitation of Liability
       To the fullest extent allowed by applicable law, under no circumstances and under no legal theory (including, without limitation, tort, contract, strict liability, or otherwise) shall any of the zeroone parties be liable to you or to any other person for (a) any indirect, special, incidental, punitive or consequential damages of any kind, including damages for lost profits, business interruption, loss of data, loss of goodwill, work stoppage, accuracy of results, or computer failure or malfunction, (b) any substitute goods, services or technology, (c) any amount, in the aggregate, in excess of one-hundred ($100) dollars or (d) any matter beyond our reasonable control. Some states do not allow the exclusion or limitation of incidental or consequential or certain other damages, so the above limitation and exclusions may not apply to you.

       You acknowledge and agree that we have made the service available to you and entered into these terms in reliance upon the representations and warranties, disclaimers and limitations of liability set forth herein, which reflect a reasonable and fair allocation of risk between us and you and form an essential basis of the bargain between us and you. We would not be able to provide the service to you without these limitations.

       Indemnity
       You agree to indemnify and hold the zeroone Parties harmless from and against any and all claims, liabilities, damages (actual and consequential), losses and expenses (including attorneys’ fees) arising from or in any way related to any claims relating to (a) your use of the Services (including any actions taken by a third party using your account or zeroone Username), and (b) your violation of these Terms.

       Assignment
       You may not assign, delegate or transfer these Terms or your rights or obligations hereunder, or your Services account, in any way (by operation of law or otherwise) without zeroone's prior written consent. We may transfer, assign, or delegate these Terms and our rights and obligations without consent.

       Choice of Law
       These Terms are governed by and will be construed under the Federal Arbitration Act, applicable federal law, and the laws of the State of New York, without regard to the conflicts of laws provisions thereof.

       Arbitration Agreement
       Please read the following Arbitration Agreement carefully because it requires you to arbitrate certain disputes and claims with zeroone and limits the manner in which you can seek relief from zeroone. Both you and zeroone acknowledge and agree that for the purposes of any dispute arising out of or relating to the subject matter of these Terms, zeroone's officers, directors, employees and independent contractors (“Personnel”) are third-party beneficiaries of these Terms, and that upon your acceptance of these Terms, Personnel will have the right (and will be deemed to have accepted the right) to enforce these Terms against you as the third-party beneficiary hereof.

       1. Arbitration Rules

          Applicability of Arbitration Agreement. The parties shall use their best efforts to settle any dispute, claim, question, or disagreement arising out of or relating to the subject matter of these Terms directly through good-faith negotiations, which shall be a precondition to either party initiating arbitration. If such negotiations do not resolve the dispute, it shall be finally settled by binding arbitration in New York City, New York. The arbitration will proceed in the English language, in accordance with the JAMS Streamlined Arbitration Rules and Procedures (the “Rules”) then in effect, by one commercial arbitrator with substantial experience in resolving intellectual property and commercial contract disputes. The arbitrator shall be selected from the appropriate list of JAMS arbitrators in accordance with such Rules. Judgment upon the award rendered by such arbitrator may be entered in any court of competent jurisdiction.

       2. Costs of Arbitration

          The Rules will govern payment of all arbitration fees. zeroone will pay all arbitration fees for claims less than seventy-five thousand ($75,000) dollars. zeroone will not seek its attorneys’ fees and costs in arbitration unless the arbitrator determines that your claim is frivolous.

       3. Small Claims Court; Infringement

          Either you or zeroone may assert claims, if they qualify, in small claims court in New York City, New York or any United States county where you live or work. Furthermore, notwithstanding the foregoing obligation to arbitrate disputes, each party shall have the right to pursue injunctive or other equitable relief at any time, from any court of competent jurisdiction, to prevent the actual or threatened infringement, misappropriation or violation of a party's copyrights, trademarks, trade secrets, patents or other intellectual property rights.

       4. Waiver of Jury Trial

          You and zeroone waive any constitutional and statutory rights to go to court and have a trial in front of a judge or jury. You and zeroone are instead choosing to have claims and disputes resolved by arbitration. Arbitration procedures are typically more limited, more efficient, and less costly than rules applicable in court and are subject to very limited review by a court. In any litigation between you and zeroone over whether to vacate or enforce an arbitration award, you and zeroone waive all rights to a jury trial, and elect instead to have the dispute be resolved by a judge.

       5. Waiver of Class or Consolidated Actions

          All claims and disputes within the scope of this arbitration agreement must be arbitrated or litigated on an individual basis and not on a class basis. Claims of more than one customer or user cannot be arbitrated or litigated jointly or consolidated with those of any other customer or user. If however, this waiver of class or consolidated actions is deemed invalid or unenforceable, neither you nor zeroone is entitled to arbitration; instead all claims and disputes will be resolved in a court as set forth in (g) below.

       6. Opt-out

          You have the right to opt out of the provisions of this Section by sending an email notice of your decision to opt out to the following address: [email protected] within thirty (30) days of first accepting these Terms. You must include (i) your name and residence address, (ii) the email address and/or telephone number associated with your account, and (iii) a clear statement that you want to opt out of these Terms’ arbitration agreement.

       7. Exclusive Venue

          If you send the opt-out notice in (f), and/or in any circumstances where the foregoing arbitration agreement permits either you or zeroone to litigate any dispute arising out of or relating to the subject matter of these Terms in court, then the foregoing arbitration agreement will not apply to either party, and both you and zeroone agree that any judicial proceeding (other than small claims actions) will be brought in the state or federal courts located in, respectively, New York City, New York, or the federal district in which that county falls.

       8. Severability

          If the prohibition against class actions and other claims brought on behalf of third parties contained above is found to be unenforceable, then all of the preceding language in this Arbitration Agreement section will be null and void. This arbitration agreement will survive the termination of your relationship with zeroone.

       Miscellaneous.
       You will be responsible for paying, withholding, filing, and reporting all taxes, duties, and other governmental assessments associated with your activity in connection with the Services, provided that the zeroone may, in its sole discretion, do any of the foregoing on your behalf or for itself as it sees fit. The failure of either you or us to exercise, in any way, any right herein shall not be deemed a waiver of any further rights hereunder. If any provision of these Terms are found to be unenforceable or invalid, that provision will be limited or eliminated, to the minimum extent necessary, so that these Terms shall otherwise remain in full force and effect and enforceable. You and zeroone agree that these Terms are the complete and exclusive statement of the mutual understanding between you and zeroone, and that these Terms supersede and cancel all previous written and oral agreements, communications and other understandings relating to the subject matter of these Terms. You hereby acknowledge and agree that you are not an employee, agent, partner, or joint venture of zeroone, and you do not have any authority of any kind to bind zeroone in any respect whatsoever.

       Except as expressly set forth in the sections above regarding the arbitration agreement, you and zeroone agree there are no third-party beneficiaries intended under these Terms.

       Termination
       zeroone reserves the right to suspend or terminate accounts that violate this Agreement or engage in fraudulent activities. Additionally, notwithstanding anything contained in these Terms, we reserve the right, with or without notice and in our sole discretion, to suspend, terminate, or delete your Account and/or your ability to access or use the Service at any time and for any or no reason, and you acknowledge and agree that we shall have no liability or obligation to you in such event and that you will not be entitled to a refund of any amounts that you have already paid to us.

       Governing Law
       This Agreement shall be governed by and construed in accordance with the laws of the jurisdiction in which zeroone is located.

       Amendments
       zeroone reserves the right to amend this Agreement at any time. Any amendments to this Agreement will be posted on zeroone’s website and will be effective immediately upon posting. The User's continued use of zeroone’s platform after any such amendments are posted will constitute acceptance of the amended Agreement.

       Contact
       If the User has any questions or concerns about this Agreement, contact [email protected].