LIMITED SOFTWARE WARRANTY AND LICENSE AGREEMENT FOR END USERS
Last updated: 04.11.2022
THE ZENE MOBILE APPLICATION
LIMITED SOFTWARE WARRANTY AND LICENSE AGREEMENT FOR END USERS
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.
4. NFT Trading
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.
5. Usage of the Application
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.
6. Personal Information
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.
© 2022 The Zene AG. All rights reserved.
WHAT DOES THE COMPANY DO?
THE ZENE is developing an innovative Social Media app, which will be based on three USP’s: NFT generation and selling: Transparency, ownership and control of your data. 3D Search: What you find is based on your search, not advertisers wanting to sell you. 3D Surface: Meet, create, share and trade in an innovative 3D surface.
HOW AND WHERE IS THE COMPANY REGULATED?
The company – a swiss stock corporation – is domiciled in Switzerland. It is regulated under the Swiss Code of Obligations and also our banking partner is domiciled in Switzerland. The majority of shareholders currently are Swiss citizens. The company has two very experienced board members such as a former early stage partner of Partners Group as well as a former BCG consultant and INSEAD graduate.
WHAT BIG PROBLEM DOES THE APP SOLVE?
The ambition for THE ZENE is to lead a new path in social media creating a springboard for creators, spectators and traders to cultivate and enjoy amazing content – rather than turning users into a product for the media industry. The current Social Media industry is Web 2.0 based where users can only read and write. THE ZENE wants to change this and become the first independent, client owned Web 3.0 Social Media App.
HOW BIG IS THE MARKET OPPORTUNITY?
Web 3.0 is transforming the creator economy. There is currently no Web 3.0 Social Media App, ensuring users own and are in full control of their own data. Our approach has been substantially confirmed by dynamic response data including more than 6’000 social media users across global markets, which resulted in up to 50% wanting to try the App of THE ZENE. Moreover the global non-fungible token (NFT) market size is expected to grow by USD 147.24 billion from 2021 to 2026 at a Compound Annual Growth Rate (GAGR) of 35.27% as per the latest market report by Technavio.
HOW CAN I BUY TZEN TOKEN?
We have worked together with our partner Bacd.io to make the investment process as simple as possible. Therefore, you can buy the TZEN token either via your crypto wallet, credit card or wire transfer.
HOW DOES A TRANSACTION TO BUY TZEN TOKEN WORK?
Once you visit our sub-page thezene.com/zenetoken and click on “Buy TZEN token” you will be linked to our sub-page on our partners website Backed (tzen.bacd.io), where you first have to either sign in (if you already have an account) or Sign up (to create a new one). If you sign up the first time you will get an email to verify your account. After the login process go through the KYC application, then check if it says TZEN and then click “Buy Token Now”. Enter how much you would like to buy and to pay for it you will have three options:
Crypto: connect to your personal wallet and buy the token with your cryptos (e.g. ETH).
No cryptos: buy the token with your credit card or via wire transfer.
HOW DO I PAY FOR THE TOKEN?
You have three possibilities: You can pay for the tokens with your cryptos, with your credit card or via wire transfer. Once the payment has been confirmed you will receive the TZEN tokens.
DO I GET A PURCHASE CONFIRMATION AND DO I GET A CONFIRMATION ON MY TOKEN HOLDINGS?
Yes you get a purchase confirmation and can view your purchase in your dashboard on our partnes Bacd.io platform by entering it with your login credentials that you created to buy the tokens. Keep in mind that if you decided to store the tokens on your wallet, you’ll find them on there and not on the dashboard from our partner Bacd.io
WHERE ARE MY TZEN TOKENS HELD ONCE I BOUGHT THEM?
You can either keep them in a wallet provided by our fundraising partner Bacd.io or transfer them to your own wallet. If you want to hold them in your own wallet, you will have to connect it under “Receiving wallet”. Please keep in mind that THE ZENE can not be held accountable for where you choose to store your tokens.
RISKS INVOLVED IN THE DIFFERENT CUSTODY POSSIBILITIES (BACD.IO VS. PERSONAL WALLET)?
If you choose to store your TZEN tokens on the platform of our partner Bacd.io you also have the counterpart risk of Bacd.io. Usually it is recommended to store tokens on your personal wallet, if you are familiar with the technicalities around it. If you choose your personal wallet please also keep in mind that it is self custody and you alone only have access to it.
I DON’T WANT TO BUY THE TZEN TOKEN, CAN I STILL INVEST?
Yes! We also offer direct placements for significant investments. For more information, please reach out via e-mail: email@example.com
IS THERE A SELLING RESTRICTION PERIOD FOR THE TZEN TOKEN?
Investors from the private and pre placement will have a selling restriction period of 6 months starting from the date of their investment. After the six months 1/3 of their tokens will be released every 1 month. Once on the public market there is no selling restriction period applied. For more details go to the following question: “How can I exit as a THE ZENE shareholder / token holder?”
HOW CAN I EXIT AS A THE ZENE SHAREHOLDER / TZEN TOKEN HOLDER?
No recommended holding period is prescribed for these products. Once you buy TZEN Token, there is no possibility to take your money out early other than to sell the product over the counter. Should you sell the product before an EXIT EVENT, the amount you then receive may be less than the amount you would otherwise have received in an EXIT EVENT. Private Investments are less liquid and a high risk high reward investment, and you are not guaranteed to exit on your shares/tokens in short time. Keep in mind that investing in private equity is a long-term investment.
WHAT KIND OF TOKEN IS TZEN?
The TZEN token counts as an asset and security token by swiss law.
HOW DO I REPORT TAXES OF MY DIGITAL ASSET?
Taxation varies from country to country. We recommend you to contact your tax advisor, who can guide you according to the local taxation rules in your jurisdiction.
IN THE CASE OF AN EXIT OF THE COMPANY THE ZENE AG, HOW DO I GET MY FAIR PART?
As a shareholder of THE ZENE AG you are entitled to the percentage of your ownership that you were holding according to the share register (“Aktienregister”) at the time of the exit. As a TZEN token holder you have a contractual entitlement to participate pro-rata in the sales proceeds for 35’000 ordinary shares of the Company (the “Purchase Price”) in the case of a sale or other disposition of the Company (the “Exit Event”). For more details about the “Exit Event” please consult the Offering Memorandum, where everything is outlined in detail.
ARE MY TOKENS POTENTIALLY AFFECTED BY DEFAULTS OF DECENTRALISED EXCHANGES OR DISTORTIONS OF CRYPTO CURRENCIES?
If a high-profile scandal affects Cryptocurrency or DLT service providers, it is likely that the resulting backlash will have an adverse effect also on other tokens, of which TZEN could be one of them. However the underlying value of TZEN token, which is to participarte pro rata in the case of an exit, doesn’t change and exists as long as THE ZENE is an active company or until a potential exit happens.
AS AN INVESTOR HOW DO I GET INFORMATION REGARDING A COMPANY EXIT OR OTHER IMPORTANT COMPANY INFORMATION?
On our webpage under thezene.com/zenetoken you have the possibility to register yourself if you want to be informed about future company events.
HOW MUCH FEES DO I PAY WHEN BUYING TOKENS?
Depending on which payment option you chose to pay your tokens with, there are different fees applied. If you chose to pay with your Credit Card or via wire transfer you pay between 1.25 – 3% depending on your service provider. If you chose to pay with your crypto, you only pay the gas fee equivalent to the current gas market price.