CLIENT TERMS OF SERVICE

The following are terms and conditions of a legal agreement between you, any members of your team (collectively you” and “your”), and Zoop and its affiliates (collectively, “Zoop”, “we”, “us”, or “our”). These terms and conditions (collectively with Zoop’s standard Terms and Conditions, Privacy Policy, and Content Policy) govern your use of your uploaded content on wearezoop.com (the “ZoopWebsite” or “Website”), any mobile applications, and the services, features, and content we offer (collectively “Zoop Services” or “Services”).

These Services include a hosted ecommerce service, which enables you to market, sell and distribute content and products (the “Goods”) on wearezoop.com and promote and sell access to those Goods. Any new features or tools which are added to the Services will also be subject to theseterms.

Client Conditions

By offering Goods to the public via the Services you acknowledge you have read, understood, and agree to be bound by the Service Agreement and to comply with all applicable laws and regulations. If you do not agree with these terms, you should not use the Website or Services. To the extent that there is a conflict between the Service Agreement and the standard Zoop Terms and Conditions, Privacy Statement, and/or Content Policy, the Service Agreement shall control.

Description of Service

The Service is a hosted ecommerce service, which enables you to market, sell and distribute Goods to users. You understand and agree that the Service is provided on an AS IS and AS AVAILABLE basis. We do not warrant that the use of the Services will be uninterrupted or error free and thereforedisclaim all responsibility and liability for the availability, timeliness, security or reliability of the Service.

Modifications to the Service and Prices

We reserve the right to modify, suspend or discontinue the Service with or without notice at any time and without any liability to you. We reserve the right to modify your listings on the Service including titles, descriptions, tags, and other elements if we determine that doing so is necessary to comply with any of the requirements of these Terms. We reserve the right to charge for the Service under any pricing structure we designate at our sole discretion, and governed by a separate written serviceagreement between you and us (the “Services Agreement”). Prices for using the Service are subject to change. Notice of such change may be provided at any time by posting the changes to the Service on wearezoop.com. We shall not be liable to you or to any third party for any modification, price change, suspension or discontinuance of the Service. If we terminate your account because you have breached these Terms of Service, you shall not be entitled to any refund or unpaid revenue related to the breach.

Account Terms

You must be at least eighteen (18) years of age to use this Service. If you are under 18, you may use wearezoop.com only with involvement of a parent or guardian. You must provide current, accurate identification, contact, and other information that may be required as part of the registration process and/or continued use of the Service.

You are responsible for maintaining the confidentiality of your Service password and account, and are responsible for all activities that occur there under. We will not be liable for any loss or damage from your failure to maintain the security of your account and password. We reserve the right to refuse service to or terminate service of anyone at any time without notice for any reason, and to withhold any unpaid fees if such fees are related to a violation of these or any other Zoop policies.

Your team members bear the sole responsibility of designating access and control to other membersof your team. Zoop shall not have any liability or responsibility for any actions or inactions of any member of your team that was added in accordance with the Terms of Service. Zoop is not responsible for any content or financial transfers conducted by a member of a content team.

Representations and Warranties

You represent and warrant that (a) all of the information provided by you to us to participate in the Services is correct and current; and (b) you have all necessary right, power and authority to enter into these Terms of Service, and the Service Agreement, and (c) you have the ability to perform the acts required of you hereunder.

Proper Use

You agree that you will use the Service in compliance with all applicable laws, rules and regulations. You shall not, shall not agree to, and shall not authorize or encourage any third party to: (i) use the Service to market, sell and distribute any Goods that are abusive, harassing, threatening, defamatory, fraudulent, deceptive, misleading, offensive, illegal or otherwise unlawful; or (ii) market, sell and distribute Goods that infringe upon another party's intellectual property rights or other proprietary or contractual rights or obligations. All uploads to the Service must comply with the Zoop Content Policy.

You agree to comply with the mature content tagging requirements of theZoop Content Policy.Violation of any of the foregoing may result in immediate termination of these Terms of Service. We further expressly preserve the right to monitor your designs and other content and to remove or edit, at our own discretion, any design or other content from your publisher profile, as well as the publisher profile itself.

Notwithstanding the above, we have no obligation to review your designs or other content and can inno way be held responsible for such content.

Orders Placed Via the Service

By offering Goods on the Services, you allow us and grant us the right to sell access to the Goods.

You acknowledge that in order to provide a consistent experience for customers, any and all orders for the Goods placed via the Services shall be solely governed by the Service Agreement. You further acknowledge that this consistency of customer experience serves to benefit you as a publisher. No additional terms included by you shall be binding upon customers or Zoop without our consent.

Pricing your Goods

When you provide Goods on Zoop, the cost to consumers will be defined in the Services Agreement.

Payout Terms

Payment Terms for Goods will be defined in the Services Agreement.

Tax Information

It is your responsibility to determine what, if any, taxes apply to the payments you receive from us, and it is your responsibility to collect, report and remit the correct tax to the appropriate tax authority.We are not responsible for determining whether taxes apply to the transactions made via the Services, or for collecting, reporting or remitting any taxes arising from any payments made to you for content access sold through Zoop.

In accordance with relevant law, Zoop and/or the Zoop payment processors may report accounts with gross payments over $20,000 and over 200 separate payments in a calendar year to tax authorities.

Personal Data

We will own any and all personal data processed via the Service, which data processing will be subject to the Zoop privacy statement. We are under no obligation to share any customer data with you.

Confidentiality

We acknowledge that the source files of your Goods must be considered as proprietary and confidential information. We will therefore hold your source files confidential and not disclose your source files to any third party unless (i) we are required to as part of a lawful request, at which point such disclosure will be handled in accordance with the Zoop Privacy Statement; (ii) the disclosure is related to the purposes set out the “Access and Disclosure” section of the Zoop Privacy Statement; or (iii) you grant us explicit permission to do so.

Your Intellectual Property Rights

In addition to the grants outlined in the Intellectual Property Rights of Designs section of the Zoop Terms and Conditions, you grant us the right to use images and prints of the Goods for the marketing and promotion of our company and/or its services, e.g. in flyers, brochures, websites and mailings. This grant includes our right to sublicense the right to third parties (i.e. a third party printing a brochure) in order to achieve the marketing and promotional purposes. By removing the Goods from the Services, you terminate all the licenses granted to us under these Terms of Service except for the license to use images of your designs for marketing and promotional purposes for the period that we reasonably need to phase out any existing marketing and promotion materials.

Our Intellectual Property Rights

Copyright and all other proprietary rights in the Service (including but not limited to software, audio, video, text and photographs and excluding all your content) rests with Zoop and its affiliated companies or its licensors. All rights in the content not expressly granted herein are reserved. Accordingly, you agree that you will not copy, reproduce, alter, modify, or create derivative works from the Service. You also agree that you will not use any robot, spider, other automated device, or manual process to monitor or copy any content from the Service. Our rights include rights to (i) the Service developed and provided by us; and (ii) all software associated with the Service.

Product Warranty and Product Liability

In addition to the statements incorporated by reference in the Warranty; Disclaimer section of the Zoop Terms and Conditions, the following terms apply to the Goods. As the owner of the Goods, youacknowledge that the buyers may be entitled to certain warranty rights under the legislation of the countries where they live. Notwithstanding the fact that the sales agreement for your Goods shall be between us and such buyers, you will be solely responsible for the fulfillment of such warranty rights.

Furthermore, you maintain sole legal responsibility for the design specifications and performance of any content uploaded to Zoop.

Disclaimer / Limitation of Liability

These Terms of Service set out the full extent of our obligations and liabilities in respect of the Service. SAVE AS SET OUT IN THIS AGREEMENT AND IN THE ZOOP TERMS AND CONDITIONS, THERE ARE NO WARRANTIES, CONDITIONS OR OTHER TERMS THAT ARE BINDING ON US REGARDING THE SUPPLY OF SERVICE EXCEPT AS EXPRESSLY STATED INTHESE TERMS OF SERVICE. ANY WARRANTY, CONDITION OR OTHER TERM ARISING OUT OF OR IN CONNECTION WITH THE SERVICE WHICH MIGHT OTHERWISE BE IMPLIED INTO OR INCORPORATED INTO THESE TERMS OF SERVICE BY STATUTE, COMMON LAW, LAWS APPLICABLE IN THE COUNTRY WHERE YOU ARE LOCATED (INCLUDING WITHOUT LIMITATION ANY IMPLIED TERM AS TO QUALITY, FITNESS FOR PURPOSE, REASONABLE CARE AND SKILL) ARE HEREBY EXPRESSLY EXCLUDED.

Nothing in these Terms of Service shall limit or exclude our liability (i) for death or personal injury caused by our gross negligence or (ii) for fraud or (iii) any breach of the obligations implied by applicable compulsory national laws as to title or (iv) any liability which cannot be excluded by law.

WE WILL NOT BE LIABLE UNDER THESE TERMS OF SERVICE FOR ANY LOSS OF INCOME, LOSS OF PROFITS, LOSS OF CONTRACTS, LOSS OF DATA OR FOR ANY INDIRECT, INCIDENTAL, EXEMPLARY, SPECIAL, PUNITIVE OR CONSEQUENTIAL LOSS OR DAMAGE OF ANY KIND HOWSOEVER ARISING AND WHETHER CAUSED BY TORT (INCLUDING NEGLIGENCE), BREACH OF CONTRACT OR OTHERWISE. OUR MAXIMUM AGGREGATE LIABILITY UNDER THESE TERMS OF SERVICE WHETHER IN TORT (INCLUDING NEGLIGENCE) OR OTHERWISE SHALL IN NO CIRCUMSTANCES EXCEED THE FEE RECEIVED FROM THE SALE OF YOUR GOODS ON THE SERVICES.

Cancellation and Termination

You may cancel your use of the Service and/or terminate these Terms of Service with or without cause at any time by providing notice to us. We may at any time and for any reason terminate the Service, terminate these Terms of Service, or suspend or terminate your account. In the event of termination, your account will be disabled and you may not be granted access to your account or any files or other content contained in your account although residual copies of information may remain in our system.

Applicable Law

These Terms of Service shall be governed by the laws of California, USA without regard to the conflicts of law principles thereof that would apply the law of any jurisdiction other than California, USA. Any and all disputes arising from these Terms of Service, including disputes relating to the validity thereof, and any disputes related to the use of the Service, shall be brought in the federal and state courts located San Diego, California, USA.

Changes to These Terms

We reserve the right to change these Terms of Service from time to time and will post any revisions on our Website and may also provide notice to you through the service or via email. Therefore we encourage you to check the Website often to read the latest version. All transactions are subject to the Terms of Service in effect at the time of the transaction.