November 4, 2022
THE ZENE Mobile Application
Your use of THE ZENE mobile application (“the software”) is subject to this limited software warranty and license agreement for end users (“the agreement”) and the terms set forth below. “the software” includes all software included with this agreement, the accompanying manual(s), packaging and other written, files, electronic or on-line materials or documentation, and any and all copies of such software and its materials. by opening the software, installing, and/or using the software and any other materials included with the software, you hereby accept the terms of this agreement with the zene ag the zene ag (che-493.907.970), hertensteinstrasse 51, ch-6004 luzern, switzerland (“the zene”).
By downloading this application, you fully and unconditionally agree to this Agreement and THE ZENE’s decisions, which are final and binding in all matters related to this application.
You are responsible for maintaining the security of your Account. You are not allowed to share your Account details with others or allow others to access or use your Account. We will treat all acts performed through your Account as being performed by you. You therefore accept responsibility for all acts done using your Account, whether or not authorized by you, including purchases made using any payment instrument, and you understand you may be held liable for losses incurred by us or any other user of the application caused by someone else using your Account.
If you become aware of any actual or suspected loss, theft, fraud, or unauthorized use of your Account or Account password, please contact THE ZENE immediately and change your password.
THE ZENE hereby grants you the non-exclusive, non-transferable, limited right and license to use one copy of the Software for your personal non-commercial use on a mobile device, tablet, single computer or any other device the software will run (together “Computer”), unless otherwise specified in the Software documentation. Your acquired rights are subject to your compliance with this Agreement.
The term of your license under this Agreement shall commence on the date that you install or otherwise use the Software and ends on the earlier date of either your disposal of the Software or THE ZENE’s termination of this Agreement. Some features of the software might be restricted to subscribers. You get a limited license and right to use additional features by purchasing such a subscription. If your subscriptions expire you will be restricted to the free license. Your license terminates immediately if you attempt to circumvent any technical protection measures used in connection with the Software. The Software is being licensed to you and you hereby acknowledge that no title or ownership in the Software is being transferred or assigned and this Agreement should not be construed as a sale of any rights in the Software. All rights not specifically granted under this Agreement are reserved by THE ZENE and its affiliated companies.
THE ZENE retains all rights, titles and interests to the Software, including, but not limited to, all copyrights, trademarks, trade secrets, trade names, proprietary rights, patents, titles, computer codes, audiovisual effects, themes, characters, character names, stories, dialog, settings, artwork, sounds effects, musical works, and moral rights. The Software is protected by applicable laws and treaties throughout the world. Unless expressly authorized by mandatory legislation, the Software may not be copied, reproduced, or distributed in any manner or medium, in whole or in part, without prior written consent from THE ZENE. All rights not expressly granted to you herein are reserved by THE ZENE.
You agree not to: (i) commercially exploit the Software; (ii) distribute, lease, license, sell, rent or otherwise transfer or assign the Software, or any copies of the Software, without the express prior written consent of THE ZENE; (iii) make a copy of the Software or any part thereof; (iv) making a copy of this Software available on a network for use or download by multiple users; (v) except as otherwise specifically provided by the Software or this Agreement, use or install the Software (or permit others to do same) on a network, for online use; (vi) use or copy the Software at a computer center or any other location-based site; (vii) reverse engineer, decompile, disassemble, prepare derivative works based on or otherwise modify the Software, in whole or in part; (viii) remove or modify any proprietary notices, marks or labels contained on or within the Software; and (ix) transport, export or re-export (directly or indirectly) into any country forbidden to receive such Software by any export laws or accompanying regulations or otherwise violate such laws or regulations. The Software is intended for private use only.
The Software may include measures to control access to the Software, prevent unauthorized copies, or otherwise attempt to prevent anyone from exceeding the limited rights and licenses granted under this Agreement. Only Software subject to a valid license can be used to access online services and download updates and patches. You may not interfere with such access control measures or attempt to disable or circumvent such security features. If you disable or otherwise tamper with the technical protection measures, the Software may not function properly.
The Software may allow you to create and share content, including but not limited to images, videos, feeds, or screenshots. In exchange for use of the Software, and to the extent that your contributions through use of the Software give rise to any copyright, you hereby grant THE ZENE an exclusive, perpetual, irrevocable, fully transferable and sub-licensable worldwide right and license to use your contributions in any way and for any purpose including, but not limited to the rights to reproduce, copy, adapt, modify, perform, display, publish, broadcast, transmit, or otherwise communicate to the public by any means whether now known or unknown and distribute your contributions without any further notice or compensation to you of any kind for the whole duration of protection granted to intellectual property rights by applicable laws and international conventions. If not expressly prohibited by mandatory legislation, you hereby waive any moral rights of author, publication, reputation, or attribution with respect to THE ZENE’s and other players’ use and enjoyment of such assets in connection with the Software and related goods and services under applicable law. This license granted to THE ZENE, and the above waiver of any applicable moral rights, survives any termination of this License.
The Software may require an internet connection to access internet-based features, authenticate the Software, or perform other functions. In order for certain features of the Software to operate properly, you may be required to have and maintain (a) an adequate internet connection and/or (b) a valid and active account with an online service. If you do not maintain such accounts, then certain features of the Software may not operate or may cease to function properly, either in whole or in part.
THE ZENE enables you through its app and services to commercially trade your NFT. THE ZENE is not a contractual party in such trades. You bear responsibility for verifying the legitimacy, authenticity, and legality of NFTs that you purchase from third-party sellers. NFTs may be subject to terms directly between buyers and sellers with respect to the use of the NFT content and benefits associated with a given NFT. Through THE ZENE, you may access third party links to the creator’s website of NFT’s. Such website may include Purchase Terms governing the use of the NFT that you will be required to comply with. THE ZENE is not a party to any such Purchase Terms, which are solely between the buyer and the seller. The buyer and seller are entirely responsible for communicating, promulgating, agreeing to, and enforcing Purchase Terms.
If you choose to make an a NFT purchase or sale, you will be prompted to confirm your purchase with the applicable wallet provider (such as Metamask), and your method of payment (such as paying through “matic” cryptocurrency). The purchase price of any NFT purchase or sale is determined by the two parties without any involvement of THE ZENE. However, the seller will be charged a fee by the ZENE for any transaction that is made through THE ZENE at the prices displayed to you and you authorize THE ZENE to charge you.
Content Guidelines. All content used in or taken with the Application must not:
Contain material that violates or infringes another’s rights, including but not limited to privacy, publicity or intellectual property rights, or that constitutes copyright infringement;Disparage THE ZENE or any other person or party affiliated with the Application;
Contain brand names or trademarks of any kind or which you have no right of use;
Contain material that is misleading or misrepresents your affiliation with any person or entity;
Contain copyrighted images, music, artwork or other copyrighted material not created by user;
Contain material that is indecent, obscene, hateful, tortious, defamatory, slanderous or libelous (including, without limitation, depictions of nudity, sexual activity, offensive images or language, or other lewd behavior or activities);
Contain material inappropriate for the application (including, without limitation, depictions of animals, gang signs/symbols, weapons, violence, threats of violence, alcohol, drugs, or other such inappropriate behavior or activities);
Contain material that promotes bigotry, racism, hatred or harm against any group or individual or animals or promotes discrimination based on race, gender, religion, nationality, disability, sexual orientation or age;
Depict the use of alcohol, whether in moderation or not;
Show license plates, phone numbers, personal addresses (physical or email) or other information that could be personally identifiable of any person (whether that person is the user or not);
Contain material that is unlawful, in violation of or contrary to the laws or regulations in any country (or subpart thereof) where video is created.
THE ZENE does not warrant against interference with your enjoyment of the Software; that the Software will meet your requirements; that operation of the Software will be uninterrupted or error-free, or that the Software will be compatible with third-party software or hardware or that any errors in the Software will be corrected. No oral or written advice provided by THE ZENE or any authorized representative shall create a warranty.
USE OF THE SOFTWARE IS AT YOUR SOLE RISK. THEY ARE PROVIDED ON AN “AS IS” BASIS. TO THE EXTENT PERMITTED BY APPLICABLE LAW, THE ZENE MAKES NO WARRANTIES, CONDITIONS, OR OTHER TERMS OF ANY KIND, EITHER EXPRESS OR IMPLIED, ABOUT THE SOFTWARE. THE ZENE DISCLAIMS ANY WARRANTIES OF TITLE OR IMPLIED WARRANTIES, CONDITIONS, OR OTHER TERMS OF NON-INFRINGEMENT, MERCHANTABILITY, QUIET ENJOYMENT, OR FITNESS FOR A PARTICULAR PURPOSE.
IN NO EVENT WILL THE ZENE BE LIABLE FOR SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES RESULTING FROM POSSESSION, USE OR MALFUNCTION OF THE SOFTWARE, INCLUDING BUT NOT LIMITED TO, DAMAGES TO PROPERTY, LOSS OF GOODWILL, COMPUTER FAILURE OR MALFUNCTION AND, TO THE EXTENT PERMITTED BY LAW, DAMAGES FOR PERSONAL INJURIES, PROPERTY DAMAGE, LOST PROFITS OR PUNITIVE DAMAGES FROM ANY CAUSES OF ACTION ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE SOFTWAWRE, WHETHER ARISING IN TORT (INCLUDING NEGLIGENCE), CONTRACT, STRICT LIABILITY OR OTHERWISE, WHETHER OR NOT THE ZENE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT SHALL THE ZENE’S LIABILITY FOR ALL DAMAGES (EXCEPT AS REQUIRED BY APPLICABLE LAW) EXCEED THE ACTUAL PRICE PAID BY YOU FOR USE OF THE SOFTWARE.
AS SOME STATES/COUNTRIES DO NOT ALLOW LIMITATIONS ON HOW LONG AN IMPLIED WARRANTY LASTS AND/OR THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, THE ABOVE LIMITATIONS AND/OR EXCLUSION OR LIMITATION OF LIABILITY MAY NOT APPLY TO YOU. IF YOUR COUNTRY REQUIRES A CERTAIN PERIOD FOR WHICH A WARRANTY APPLIES, IT WILL BE EITHER THE SHORTER OF 30 DAYS FROM YOUR FIRST USE OF THE SOFTWARE OR THE SHORTEST PERIOD REQUIRED BY LAW.
This Agreement will be automatically terminated if you fail to comply with its terms and conditions. In such event, you are obligated to destroy all copies of the Software and all of its component parts. This Agreement will also be terminated by destroying the Software and all copies and reproductions of the Software and deleting and permanently purging the Software from any computer on which it has been installed by you.
You agree to indemnify, defend and hold THE ZENE, its partners, its affiliates, contractors, officers, directors, employees and agents harmless from all damages, losses and expenses arising directly or indirectly from your acts and omissions to act in using the Software pursuant to the terms of the Agreement.
This Agreement represents the complete agreement concerning this license between the parties and supersedes all prior agreements and representations between them. It may be amended only by a writing executed by both parties. If any provision of this Agreement is held to be unenforceable for any reason, such provision shall be reformed only to the extent necessary to make it enforceable and the remaining provisions of this Agreement shall not be affected.
To the fullest extent permitted by applicable law, user agrees that: (1) any and all disputes, claims and causes of action arising out of or connected with this license or the use of the App shall be resolved individually, without resort to any form of class action, and exclusively by Swiss courts located in Luzern, Switzerland; (2) any and all claims, judgments and awards shall be limited to actual out-of-pocket costs incurred, including costs associated with using the App, but in no event attorneys’ fees; and (3) under no circumstances the user of the App will be permitted to obtain awards for, and the user of the application hereby waives all rights to claim, indirect, punitive, incidental and consequential damages and any other damages, other than for actual out-of-pocket expenses, and any and all rights to have damages multiplied or otherwise increased. All issues and questions concerning the construction, validity, interpretation and enforceability of the terms and conditions as setout herein, or the rights and obligations of the user of the application and THE ZENE in connection with the Software, shall be governed by, and construed in accordance with, the laws of, Switzerland.
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