Terms & Conditions

Zeebit NFTs Terms and Conditions

PLEASE READ THESE TERMS AND CONDITIONS (“TERMS”) CAREFULLY AS THEY ARE LEGALLY BINDING.

BY PURCHASING, TRADING, OR OTHERWISE USING OR INTERACTING WITH ANY NON-FUNGIBLE TOKENS (“NFTS”) ASSOCIATED WITH ZEEBLOX LIMITED AND ITS GROUP OF COMPANIES AND AFFILIATES (“ZEEBIT”) (“ZEEBIT NFTS”), YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTAND AND AGREE TO BE BOUND BY THESE TERMS.

1. Presale

1.1 Zeebit’s intention is for Zeebit NFTs to be minted in the first quarter of 2024. However, in participating in the presale, you acknowledge that any timelines for the minting and delivery of Zeebit NFTs in the presale are provisional estimates only and are subject to change. Zeebit makes no guarantees regarding specific delivery dates, and you acknowledge that unforeseen technical, operational or other challenges may impact the minting and delivery schedules.

1.2 The availability of Zeebit NFTs is limited and subject to change at any time without notice. Zeebit does not guarantee that you will be able to participate in the presale.

1.3 The wallet used to participate in the presale (the “Wallet”) must be a valid SPL wallet legally owned by you and it must not be associated with any illegal activity. The Wallet will be recorded and any Zeebit NFTs will be delivered to it after the mint has taken place. It is your responsibility to ensure the security and accessibility of the Wallet, and Zeebit disclaims any responsibility for funds or Zeebit NFTs lost as a result of any technical problem or error associated with the Wallet or the underlying blockchain or any network or computer system.

1.4 If you successfully purchase any Zeebit NFTs in the presale, they will only be delivered to the Wallet after the relevant mint has taken place, and subject to these terms and conditions.

1.5 Zeebit provides no warranties or guarantees regarding the future value or price of Zeebit NFTs. Prices may fluctuate, and there is no implied promise that prices in future rounds or the ultimate mint price will be higher than the price paid during this presale. You acknowledge that the value of digital assets, including NFTs, is highly volatile and speculative.

1.6 Zeebit provides no warranties or guarantees regarding the characteristics of any Zeebit NFTs purchased through the presale, including their quality, appearance, fitness for purpose, functionality, value, or royalty rates applicable to onward sale.

1.7 All presale purchases are final. Refunds are not available except in circumstances where Zeebit fails to deliver the Zeebit NFTs to the Wallet within a reasonable period after minting, subject to these terms and conditions. Any refunds will be sent to the Wallet. Zeebit reserves the right to refuse to deliver Zeebit NFTs or refunds to the Wallet in the event that any legal or regulatory impediment affecting interaction with the Wallet arises.

1.8 In participating in the presale, you agree to abide by all applicable laws and regulations in your jurisdiction related to the purchase, ownership, and trade of NFTs.

1.9 Zeebit reserves the right to request additional information from you before delivering any Zeebit NFTs to you or at any stage, including for compliance with any relevant anti-money laundering (AML) and know your customer (KYC) regulations.

2. Nature and Utility of Zeebit NFTs

Zeebit NFTs are intended to be a digital collectible representing a holder's early involvement in the Zeebit project. Each collectible features a unique combination of attributes and is bound to on-chain representations of its attributes, and uniqueness. Holding and, in the future, staking the Zeebit NFTs may entitle holders to features on related platforms intended to enhance their enjoyment and experience.

3. License

3.1 For as long as you lawfully own a Zeebit NFT, and subject to your compliance with these Terms, Zeebit hereby grants you a non-exclusive, non-sublicensable, worldwide, royalty-free licence to use, reproduce, display, modify, and create derivative works of any artwork, image or works of authorship associated with the Zeebit NFT (“Zeebit NFT Art”) for personal, non-commercial use. For the avoidance of any doubt, this licence does not permit the holder to use Zeebit NFTs for any commercial purposes, including but not limited to advertising, marketing, or promotion of products or services.

3.2 From time to time, Zeebit may collaborate with third parties to create Zeebit NFTs which include artwork, images, works of authorship, logos, trademarks, service marks, or trade dress owned by a third party (“Third Party Content”); the licence in this paragraph does not extend to any Zeebit NFT or Zeebit NFT Art which contains Third Party Content, and you may not use, copy, reproduce, display, create derivative works of, or create new NFTs based on such Third Party Content, or any portion thereof, for any commercial use, unless Zeebit or the applicable third parties expressly provide their consent in writing.

3.3 The above licences concerning Zeebit NFT Art is are non-transferable except in the case of a valid sale or transfer of a Zeebit NFT, in which case they will be transferred to the new owner of the Zeebit NFT associated with such Zeebit NFT Art. In connection with any sales or transfer of Zeebit NFTs, the transferee agrees that by purchasing, accepting, or otherwise acquiring a Zeebit NFT, they shall be deemed to accept these Terms.

3.4 All rights in and to the Zeebit NFT Art and any other intellectual property of Zeebit not expressly licensed herein are hereby reserved by Zeebit.

4. Derivative Works

4.1 You acknowledge and agree that Zeebit may modify, create derivative works of, and update any Zeebit NFT Art and may create works similar or identical to your own adaptations, derivative works, and modifications of any Zeebit NFT Art.

4.2 You agree not to assert or bring any suit, claim, demand or challenge against Zeebit in connection with its use of any Zeebit NFT Art or any adaptations, derivative works, and modifications thereto, even if such artwork or content is similar to or the same as any adaptations or modifications to, or derivative works of, any Zeebit NFT Art that have been created by you.

5. No Rights to Trademarks

5.1 Nothing in these Terms shall be interpreted to grant you any rights to any logos, trademarks, service marks, or trade dress associated with Zeebit or any products or services developed by or on behalf of Zeebit (“Zeebit Trademarks”).

5.2 You may not use any Zeebit Trademarks for any commercial use without Zeebit’s written permission. You may not remove, delete or obscure any trademark notice, copyright notice or other intellectual property notice in any Zeebit NFT or Zeebit NFT Art.

6. No Investment or Guarantee of Value

You acknowledge that all Zeebit NFTs are made available solely for entertainment purposes, and that (i) to the extent there is a price or market for a blockchain asset such as an NFT, such markets and prices may be extremely volatile, and variations in the price of other digital assets could materially and adversely affect the value of Zeebit NFTs, and there is no guarantee that Zeebit NFTs will have or retain any value, and (ii) the commercial or market value of Zeebit NFTs may materially decrease for a variety of reasons.

7. No Financial or Investment Advice

Any information provided by or on behalf of Zeebit in connection with Zeebit NFTs is for general informational purposes only and does not constitute financial or investment advice.

8. Royalties

8.1 Each onward sale or transfer of a Zeebit NFT will be subject to the payment of such royalties to Zeebit as may be specified by Zeebit.

8.2 The royalty rate on the sale or transfer value of each Zeebit NFT will be determined at the time of the mint of the relevant Zeebit NFT. The specified royalties will be payable to Zeebit upon the onward sale or transfer of any Zeebit NFTs.

8.3 Any onward sale or transfer of Zeebits NFTs without payment of royalties will be invalid. In such circumstances, Zeebit reserves the right to block the transfer of the Zeebit NFTs in question, or take other steps to prevent any future transfer or sale, until the outstanding royalties are paid in full.

9. Restrictions on Use

You may not use Zeebit NFTs or Zeebit NFT Art in any way which constitutes or promotes any unlawful, defamatory, harassing, abusive, fraudulent, racist, hateful, vulgar, cruel, illegal or obscene activity.

10. Disclaimers

10.1 Your access to and use of Zeebit NFTs is at your own risk.

10.2 You understand and agree that all Zeebit NFTs are provided on an “as is” and “as available” basis.

10.3 To the fullest extent permissible under applicable law, Zeebit disclaims all warranties, express or implied, including, but not limited to, implied warranties of non-infringement, merchantability and fitness for a particular purpose. Zeebit makes no warranty or representation, and disclaims all responsibility and liability, for (i) the completeness, accuracy, availability, timeliness, originality, quality, security and reliability of Zeebit NFTs and any Zeebit NFT Art; (ii) the operation and compatibility with any other application or any particular system, device, blockchain, digital wallet, hardware or marketplace; (iii) whether Zeebit NFTs and Zeebit NFT Art will meet your requirements or be available on an uninterrupted, secure or error-free basis; and (iv) the deletion of, or the failure to store or transmit Zeebit NFTs or Zeebit NFT Art.

10.4 Zeebit NFTs are intended for entertainment only and not for investment.

10.5 Zeebit does not guarantee that any Zeebit NFTs will be minted, and you acknowledge and accept the risk that no minting will take place. Zeebit will not be liable for any loss or damage in any way connected to the cancellation or rescheduling or other alteration of the minting of Zeebit NFTs. Your only available remedy will be a refund of the purchase price paid for the Zeebit NFT to the Wallet, subject to any legal or regulatory impediment affecting interaction with the Wallet which may arise.

10.6 Zeebit does not guarantee that you will be able to participate in the Zeebit project, or that all features associated with Zeebit NFTs will be, or will remain, available to you. Access to the Zeebit project and the availability of certain features of Zeebit NFTs may be limited by regulatory, geographical, technical or other restrictions or limitations which may apply to you, and such restrictions and limitations are subject to change without notice.

11. Limitation of Liability

11.1 To the fullest extent permissible under applicable law, in no event shall Zeebit be liable to you for any personal injury, property damage, lost profits, cost of substitute goods or services, loss of data, loss of goodwill, work stoppage, device or technology failure or malfunction, or for any form of direct or indirect damages, or any special, incidental, consequential, exemplary or punitive damages based on any causes of action whatsoever related to your purchase, trading or other use of Zeebit NFTs.

11.2 You agree that this limitation of liability applies whether such allegations are for breach of contract, tortious behaviour, negligence, or fall under any other cause of action, regardless of the basis upon which liability is claimed and even if Zeebit has been advised of the possibility of such loss or damage, and in any event, to the maximum extent permitted by applicable law, Zeebit’s total aggregate liability shall not exceed the greater of (i) US$1,000 or (ii) the amount you paid Zeebit for the relevant Zeebit NFT.

11.3 If applicable law does not allow all or any part of the above limitation of liability to apply to you, the limitations will apply to you only to the extent permitted by applicable law.

12. Assumption of Risk

You acknowledge and accept that there are risks associated with Zeebit NFTs, including, but not limited to, the risk of failure of hardware, software and network connections; the risk of malicious software introduction; the risk that third parties may obtain unauthorised access to information stored in the Wallet or any other of your digital wallets or elsewhere; the risk that a blockchain fork, hack, attack, failure or cessation may have adverse effects on Zeebit NFTs or your ability to access them; the risk that third party platforms such as NFT auction or hosting websites may cease to be available or may fail to protect or store any data you may provide to them; the risk of losing access to Zeebit NFTs due to loss of private keys, custodial error or purchaser error; the risk of hacking, security weaknesses, fraud, counterfeiting, cyber attacks and other technological difficulties; the risk of changes to the regulatory regime governing blockchain technologies, cryptocurrencies, and tokens which may materially adversely affect the use and value of Zeebit NFTs; and risks related to taxation.

13. Indemnity

You indemnify and hold harmless Zeebit and its officers, directors, employees, agents, shareholders, successors and assigns from and against any claims, disputes, demands, liabilities, damage, losses, and costs and expenses, including without limitation reasonable legal and accounting fees, arising out of or in connection with (i) your violation or breach of these Terms or any applicable law or regulation; (ii) your violation of any rights of any third party; (iii) your access to or use of any Zeebit NFTs or Zeebit NFT Art; (iv) any modifications to or derivative works of a Zeebit NFT Art you create, or (v) any fraud, negligence or wilful misconduct committed by you. This indemnity shall apply without regard to the negligence of any party, including any indemnified person.

14. Legal and Regulatory Compliance

14.1 You confirm that you are at least eighteen years old and capable of forming a legally binding contract with Zeebit.

14.2 You are solely responsible for ensuring that your purchase, trading or other use of Zeebit NFTs complies with all applicable laws and regulations in your jurisdiction, including but not limited to tax, securities, and anti-money laundering regulations.

15. Prohibited Jurisdictions and Sanctions Laws

You confirm that your purchase, trading, or other use of Zeebit NFTs does not contravene international trade sanctions laws or any laws or regulations which apply to you. You may not own or control Zeebit NFTs if (i) you are in, under the control of, or a national or resident of Afghanistan, Belarus, the British Virgin Islands, the Cayman Islands, Canada (Ontario), the Central African Republic, Cuba, the Democratic Republic of the Congo, the Democratic People’s Republic of Korea (North Korea), France, Guinea, Guinea-Bissau, Haiti, Iran, Iraq, Liberia, Libya, Mali, the Netherlands, Portugal, Russia, Sudan, Syria, the Russian-occupied territories of Ukraine, the United Kingdom, the United States of America, Zimbabwe, or any other country or region subject to a United States embargo, or any other location from which owning or controlling Zeebit NFTs is not permitted under applicable laws or regulations; or (ii) you are listed on any sanctions asset blocking list or export denial list maintained by the U.S., E.U., Canada, or U.N., such as the Specially Designated Nationals and Blocked Persons (“SDN”) List administered by the U.S. Department of Treasury’s Office of Foreign Assets Control (“OFAC”) or the Entity List administered by the U.S. Department of Commerce’s Bureau of Industry and Security (“BIS”). You may not transfer a Zeebit NFT to a transferee in category (i) or (ii) above.

16. Amendments

Zeebit reserves the right to modify, amend, or supplement these Terms at any time, without prior notice. By continuing to purchase, trade or otherwise use Zeebit NFTs, you accept any such modifications, amendments, and supplements.

17. Governing Law and Dispute Resolution

17.1 These Terms shall be governed by and construed in accordance with the laws of the British Virgin Islands.

17.2 Any disputes arising out of or related to these Terms or any Zeebit NFT shall be finally settled under the Rules of Arbitration of the International Chamber of Commerce by one or more arbitrators appointed in accordance with the said Rules. You agree that any dispute will be resolved by binding, individual arbitration and not in a class, representative or consolidated action or proceeding.

18. Termination

If you breach these Terms, all licences granted by Zeebit will terminate automatically. Upon the termination of your licences, you shall cease all marketing, distribution, or sale of goods, services and media that feature the Zeebit NFT Art and shall cease all further use of the Zeebit NFT Art. Termination will not limit any of Zeebit's other rights or remedies at law or in equity.

19. Severability

Each of the provisions of these Terms is to be deemed severable in whole or in part, and if any provision is held by an arbitrator or a court of competent jurisdiction to be invalid, illegal, unenforceable or in conflict with any law governing these Terms, the remaining provisions shall not be affected and shall remain in full force and effect.

By purchasing, trading, or otherwise using any Zeebit NFT, you acknowledge that you have read, understand and agree to be bound by these Terms.