Effective Date: September 23, 2022
1. Welcome to ZUKI!
1.1. Introduction. Thank you for using the ZUKI platform, products, services and features we make available to you as part of the platform (collectively, the “Service”). The Service, ZUKI, a revolutionary, interactive play-to-earn game experience, in which players compete against each other, whether on a desktop computer or mobile device, to win cash and prizes (which may include cash, digital assets including the native ZUKI token, NFTs and advertiser swag and products) by answering question quickly and accurately. 1.1.1.The Service allows you to make and to play games of skill and knowledge, to engage your friends, family, fans and followers on social media, to participate in and to engage communities of interest, to mint, to trade and to prizify using NFT, and to build real economic value. We provide a forum for people to connect, to inform and to inspire others. On the ZUKI platform, we act as a non-editorial distribution platform for content creators and advertisers of all sizes.1.1.2.The entity providing the Service is Zuki, Inc., a corporation formed under the laws of Nevada, with headquarter located at 3275 S. Jones Blvd., Suite 104, Las Vegas, NV 89146 (referred to as “ZUKI”, “we”, “us”, or “our”). We may change the location of our headquarters at any time. 1.1.3.References to ZUKI’s “Affiliates” in these Terms means the other companies within the ZUKI corporate group (now or in the future). 1.1.4.Your use of our Service in any way or for any purpose is an explicit acknowledgement and acceptance of, and agreement to be bound by, these Terms.2. Applicable Terms
2.1. Your use of the Service is subject to these Terms, which include by reference the Zuki Community Guidelines, and such other policies and other guidelines as we may promulgate from time to time.2.2. Please read these Terms carefully and make sure you understand them. If you do not understand these Terms, or do not accept any part of it, then you may not use the Service.3. Who may use the Service?
3.1. Age Requirements3.1.1.You must be at least 13 years old to use the Service.3.1.2.If you are under 18, you represent that you have your parent or guardian’s permission to use the Service. Please have them read these Terms with you.3.2. If you are a parent or legal guardian of a user under the age of 18, by allowing your child to use the Service, you and child or charge are subject to these Terms and responsible for your child’s use of the Service.3.3. If you are using the Service on behalf of a company or organization, you represent that you have authority to act on behalf of that entity, and that such entity accepts these Terms.3.4. Any person or entity or organization using the Service may have only one account through which they use the Service. If another account is identified, then both accounts will be suspended.4. Your Use of the Service
The following restrictions apply to your use of the Service. You are not allowed:5.1. To access, reproduce, download, distribute, transmit, broadcast, display, sell, license, alter, modify or otherwise use any part of the Service or any Content except: (a) as expressly authorized by the Service; or (b) with prior written permission from ZUKI and, if applicable, any other relevant rights holders;5.2. To circumvent, disable, fraudulently engage with, or otherwise interfere with any part of the Service (or attempt to do any of these things), including security-related features or features, which: (a) e prevent or restrict the copying or other use of Content; or (b) limit the use of the Service or Content;5.3. To access the Service using any automated means (such as robots, botnets or scrapers) except (a) in the case of public search engines, in accordance with ZUKI’s policies and procedures; or (b) with ZUKI’s prior written permission; 5.4. To collect or harvest any information that might identify a person (for example, usernames or faces), unless permitted by that person or allowed under section (3) above;5.5. To use the Service to distribute unsolicited promotional or commercial content or other unwanted or mass solicitations;5.6. To cause or encourage any inaccurate measurements of genuine user engagement with the Service, including by paying people or providing them with incentives to increase a video’s views, likes, or dislikes, or to increase a channel’s subscribers, or otherwise manipulate metrics in any manner;5.7. To misuse any reporting, flagging, complaint, dispute, or appeals process, including by making groundless, vexatious, or frivolous submissions; or5.8. To run contests on or through the Service that do not comply with ZUKI’s contest policicies and guidelines.6. Reservations.
Using the Service does not give you ownership of or rights to any aspect of the Service, including user names or any other Content posted by others or ZUKI.7. Develop, Improve and Update the Service
7.1. ZUKI is and will be constantly changing and improving the Service. As part of this continual evolution, we may make modifications or changes (to all or part of the Service) such as adding or removing features and functionalities, offering new digital content or services or discontinuing old ones. We may also need to alter or discontinue the Service, or any part of it, in order to make performance or security improvements, make changes to comply with law, or prevent illegal activities on or abuse of our systems. These changes may affect all users, some users or even an individual user. When the Service requires or includes downloadable software, that software may update automatically on your device once a new version or feature is available, subject to your device settings. 8. Your Content and Conduct
8.1. Uploading Content. If you have a ZUKI account, you may be able to upload Content to the Service. You may use your Content to engage your followers and to increase your following. If you choose to upload Content, you must not submit to the Service any Content that does not comply with these Terms (including without limitation the ZUKI Community Guidelines and applicable law). For example, the Content you submit must not include third-party intellectual property (such as copyrighted material) unless you have permission from that party or are otherwise legally entitled to do so. You are legally responsible for the Content you submit to the Service. We may use automated systems that analyze your Content to help detect infringement and abuse, such as spam, malware, and illegal content.8.2. Rights you Grant. You retain ownership rights in your Content. However, by providing Content to the Service:8.2.1.You grant to ZUKI a worldwide, non-exclusive, royalty-free, sublicensable and transferable license to use that Content (including to reproduce, distribute, prepare derivative works, display and perform it) in connection with the Service and ZUKI’s (and its successors' and affiliates') business, including for the purpose of promoting and redistributing part or all of the Service.8.2.2.You also grant each other user of the Service a worldwide, non-exclusive, royalty-free license to access your Content through the Service, and to use that Content, including to reproduce, distribute, prepare derivative works, display, and perform it, only as enabled by a feature of the Service. For clarity, this license does not grant any rights or permissions for a user to make use of your Content independent of the Service.8.2.3.Duration of these Licenses. The licenses granted by you continue for a commercially reasonable period of time after you remove or delete your Content from the Service. You understand and agree, however, that ZUKI may retain, but not display, distribute, or perform, server copies of your Content that has been removed or deleted. 8.3. Right to Monetize8.3.1.You grant to ZUKI the right to monetize your Content on the Service (and such monetization may include displaying ads on or within Content or charging users a fee for access). 8.3.2.Removing Your Content8.3.3.You may remove your Content from the Service at any time. You must remove your Content if you no longer have the rights required by these terms.8.3.4.Removal of Content By ZUKI8.3.5.If any of your Content (1) is in breach of these Terms or (2) may cause harm to ZUKI, our users, or third parties, we reserve the right to remove or take down some or all of such Content in our discretion. We will notify you with the reason for our action, unless we believe that to do so: (a) would breach the law or the direction of a legal enforcement authority or would otherwise risk legal liability for ZUKI or our Affiliates; (b) would compromise an investigation or the integrity or operation of the Service; or (c) would cause harm to any user, other third party, ZUKI or our Affiliates.8.4. Community Guidelines Strikes8.4.1.ZUKI operates a system of “strikes” in respect of Content that violates the ZUKI Community Guidelines. Each strike comes with varying restrictions and may result in the permanent removal of your ZUKI account. 8.4.2.If your channel has been restricted due to a strike, you must not use another channel to circumvent these restrictions. Violation of this prohibition is a material breach of these Terms and ZUKI reserves the right to terminate your ZUKI account or your access to all or part of the Service.9. Account Suspension & Termination
9.1. Terminations by You. You may stop using the Service at any time. 9.2. Terminations and Suspensions by ZUKI9.2.1. ZUKI reserves the right to suspend or terminate your ZUKI account or your access to all or part of the Service, if: (a) you materially or repeatedly breach these Terms; (b) we are required to do so to comply with a legal requirement or a court order; or (c) we reasonably believe that there has been conduct that creates (or could create) liability or harm to any user, other third party, ZUKI or our Affiliates.9.2.2. Notice for Termination or Suspension. We will notify you with the reason for termination or suspension by ZUKI unless we reasonably believe that to do so: (a) would violate the law or the direction of a legal enforcement authority; (b) would compromise an investigation; (c) would compromise the integrity, operation or security of the Service; or (d) would cause harm to any user, other third party, ZUKI or our Affiliates.9.3. Effect of Account Suspension or Termination. If your ZUKI account is terminated or your access to the Service is restricted, you may continue using certain aspects of the Service (such as viewing only) without an account, and these Terms will continue to apply to such use.10. About Software in the Service
10.1. Downloadable Software. When the Service requires or includes downloadable software, unless that software is governed by additional terms which provide a license, ZUKI gives you a personal, worldwide, royalty-free, non-assignable and non-exclusive license to use the software provided to you by ZUKI as part of the Service. This license is for the sole purpose of enabling you to use and enjoy the benefit of the Service as provided by ZUKI, in the manner permitted by these Terms. You are not allowed to copy, modify, distribute, sell, or lease any part of the software, or to reverse-engineer or attempt to extract the source code of that software, unless laws prohibit these restrictions or you have ZUKI’s written permission.10.2. Open Source. Some software used in our Service may be offered under an open source license that we make available to you. There may be provisions in an open source license that expressly override some of these terms, so please be sure to read those licenses. 11.
12.1. Changing these Terms. We may in our sole discretion from time to time change these Terms, for example, (1) to reflect changes to our Service or how we do business - for example, when we add new products or features or remove old ones, (2) for legal, regulatory, or security reasons, or (3) to prevent abuse or harm.12.2. If we materially change these Terms, we’ll provide you with reasonable advance notice and the opportunity to review the changes, except (1) when we launch a new product or feature, or (2) in urgent situations, such as preventing ongoing abuse or responding to legal requirements. If you don’t agree to the new terms, you should remove any Content you uploaded and stop using the Service. YOUR CONTINUE USE OF THE SERVICE SIGNALS TO US YOUR AGREEMENT TO TERMS AS AMENDED.12.3. Continuation of these Terms. If your use of the Service ends, the following terms of these Terms will continue to apply to you: “Other Legal Terms”, “About These Terms”, and the licenses granted by you will continue as described under “Duration of License”.12.4. Severance. If it turns out that a particular term of these Terms is not enforceable for any reason, this will not affect any other terms.12.5. No Waiver. If you fail to comply with these Terms and we do not take immediate action, this does not mean that we are giving up any rights that we may have (such as the right to take action in the future).12.6. Interpretation. In these terms, “include” or “including” means “including but not limited to,” and any examples we give are for illustrative purposes.12.7. Governing Law. All claims arising out of or relating to these terms or the Service will be governed by Utah law, except its conflict of laws rules, and will be litigated exclusively in the federal or state courts of Utah County, Utah, USA. You and ZUKI consent to personal jurisdiction in those courts.12.8. Limitation on Legal Action. YOU AND ZUKI AGREE THAT ANY CAUSE OF ACTION ARISING OUT OF OR RELATED TO THE SERVICES MUST COMMENCE WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES. OTHERWISE, SUCH CAUSE OF ACTION IS PERMANENTLY BARRED.13. Additional Terms Relative to Paid Service
That policy includes information about subscriber choices with regard to Nielsen measurement software on ZUKI. For choices with regard to Nielsen measurement software on the ZUKI mobile application, please visit "About Nielsen Measurement" in the mobile application’s settings.15. Payout Schemes.17.1. Main Scheme. ZUKI currently employs the following payout scheme:17.1.1. Percentage of Production Pool Payout by Z Level of Game Maker:Z1:
7.5%17.1.2. Overall Payout Scheme:Adjusted gross contest fees (grosscontest fees less refunds and rebates) for each individual game or contest are divided evenly, 50:50, between the Production Pool and the Prize Pool. Production Pool Payouts
In the case of a game made by a Z1 game maker, the Production Pool is divided 20:45:5:30 (Patent Royalties:Game Maker:Finder:Company Share) between, respectively, the patent licensor, the game making Z, depending on Z Level of game maker (here assuming Z1), the finder or user who brought the game maker to the ZUKI game platform, and the Company.In the case of a game made by a Z2 game maker, the Production Pool is divided 20:30:5:45 (Patent Royalties:Game Maker:Finder:Company Share) between, respectively, the patent licensor, the game making Z, depending on Z Level of game maker (here assuming Z2), the user who brought the game maker to the ZUKI game platform, and the Company.In the case of a game made by a Z3 game maker, the Production Pool is divided 20:15:5:60 (Patent Royalties:Game Maker:Finder:Company Share) between, respectively, the patent licensor, the game making Z, depending on Z Level of game maker (here assuming Z3), the finder or user who brought the game maker to the ZUKI game platform, and the Company.In the case of a game made by a Z3 game maker, the Production Pool is divided 20:7.5:5:67.5 (Patent Royalties:Game Maker:Finder:Company Share) between, respectively, the patent licensor, the game making Z, depending on Z Level of game maker (here assuming Z4), the finder or user who brought the game maker to the ZUKI game platform, and the Company.Prize Pool Payouts
Of the Prize Pool:- 10% will be made available to satisfy the platform's Three-Tiered Affiliate Marketing Fees; and - 90% will be paidout as follows:1st place: 80%2nd place: 15%3rd place: 5%It is the intent of ZUKI to prize-ify each round played or each poll taken on the ZUKI platform with ZUKI utility tokens. This approach will be available at a future date to be determined.Three-Tiered Affiliate Marketing Fees Split
Of every amount a user has contributed to the Prize Pool, which amount is further allocated to the payment out of the Three-Tiered Affiliate Marketing Fees: Tier 1 - 50%;Tier 2 -30%; andTier 3 - 20%; where Tier 1 is the user who brought the contributing user into the ZUKI game platform; Tier 2 is the user who brought the Tier 1 user into the ZUKI game platform; & Tier 3 is the user that brought the Rier 2 user in the ZUKI game platform.For example, in a game in which the contributing user pays 2,000,000 Smile Coin to enter, the Prize Pool portion of that is 1,000,000 Smile Coin, and of that amount the 10% or 100,000 Smile Coin are allocated to Three-Tiered Affiliate Marketing Fees, which would be paid out as follows: Tier 1 - 50% or 50,000 Smile Coin;Tier 2 -30% or 30,000 Smile Coin; andTier 3 - 20% or 20,000 Smile Coin. 17.2. Scheme Changes. ZUKI may changes these schemes by notice to users.18. Affiliate Marketing Programs.
18.1. Production Pool. The production pool consists of half of the adjusted gross income of each contest. The production pool is distributed per the aforementioned schemes. The affiliate market benefit available in the production payment is made to user that brought the game making user into the system, except where this arrangement is altered by an Onboarding Priority Agreement with the agent or representative of a Represented Influencer. 18.2. Prize Pool. The production pool consists of half of the adjusted gross income of each contest. The production pool is distributed per the aforementioned schemes. The prize pool consists of a percentage of the prize pool and operates such that if a user pays to compete in a contest on the ZUKI game platform, a percenatge of the amount paid is paid out to the users upstream affiliates for three tiers (user – 1st tier upstream user – 2nd tier upstream user – 3rd tier upstream user, where the 1st tier upstream user brought the user in to the platform, the 2nd tier upstream user brought 1st tier upstream user and so forth.18.3. Represented Influencers. The Production Pool and Prize Pool affiliated marketing schemes above may be displaced by any Priority Onboarding Agreement respecting a Represented Influencer, whose agent or representative has entered into such an agreement with ZUKI, such that the agency or representation of the Represented Influencer takes the available affiliated marketing benefits associated with the Represented Influencer’s activity on the platform. In these cases, the displaced user is entitled to no compensation from ZUKI, the Represented Influencer or its agent or representative.19. Insider and Unfair Gaming.
19.1. It is a violation of these Terms for anyone having access to the ZUKI game platform to engage in insider or unfair gaming.19.2. Insider gaming occurs when any ZUKI game platform user competes, or directly or indirectly helps or encourages another to compete, in any contest(s) of skill and knowledge on the platform, while having or being possessed of confidential or material, non-public information about the concerned contest(s) (“Confidential Information”).19.3. Unfair gaming occurs when any ZUKI game platform user competes, or directly or indirectly helps or encourages another to compete, in any contest(s) of skill and knowledge on the platform in any manner that causes any participating user(s) to be at a disadvantage compared to any other participating user(s) on any ground(s) other than relative skill or knowledge. They may be many ways to engage in unfair gaming. One form of unfair gaming is, by way of example, but not exclusion, is to operate more than one ZUKI account in the same contest. Doing so, by rule, constitutes unfair gaming. Each individual or entity may have only one account on ZUKI. 19.4. If ZUKI finds in its sole discretion, acting reasonably, that any user has engaged in insider or unfair gaming, ZUKI may in its sole discretion:220.127.116.11. Suspend or terminate the accounts of any and all users, in the judgment of ZUKI, who: (a) made, ran or published the concerned contest; (b) competed in the concerned contest(s), while possessed of Confidential Information, and/or (c) were otherwise involved or apparently involved in the insider gaming scheme (any “Violating User”);19.4.2. Ban, permanently or temporarily, any Violating User(s) from using or accessing the platform and from establishing or operating new or substitutes during or following any ban;19.4.3. Treat any amounts or items earned, won or received by any Violating User(s) from or in connection with the concerned contest(s) as stolen funds or items;19.4.4. Demand and pursue at the expense of the Violating User(s), the immediate, unconditional return of any stolen funds or items or other proceeds of the concerned contest(s) received by or for the Violating User(s), plus interest at a cumulative rate of interest of 1.5% per month; 19.4.5. Press criminal charges against the Violating User(s) under any applicable law(s); and/or19.4.6. Publish its findings and course of action relative to insider or unfair gaming and/or the Violating User(s).20. Game Rules
20.1. One Person, One Account20.1.1. An individual person may only have one Zuki account regardless of the number of email addresses an individual may own. to participate on the platform (e.g., whether for purposes of making or playing games or claiming prizes, Zuki may require additional personal information including, but not limited to full name, complete mailing address, date of birth, phone number, gender, compatible token wallet address, bank account IBAN or ABA. Additionally, Zuki may require phone number validation, which will entail linking one valid phone number to a single Zuki account. A unique phone number may only be linked once to one Zuki account, and a Zuki account may only have one number attached to it. If we have reasonable belief that multiple Zuki accounts are registered to the same individual, or being played by the same person, we may suspend or terminate any duplicate Zuki accounts, and also suspend or terminate your participation in Zuki. 20.1.2. In addition, only one individual person may be registered to a single Zuki account and only they are authorized to play a Zuki event signed into that account. Employees, and their immediate family members, of Zuki (which may include cash, digital assets including the native ZUKI token, NFTs and advertiser swag and products) are eligible to participate in Zuki but may not receive any cash or prize(s). Employees of Zuki sponsors and their advertising agencies, and members of their immediate family are eligible to participate. The term "immediate family" includes spouses, siblings, parents, children, grandparents, and grandchildren, whether as "in-laws," or by current or past marriage(s), remarriage(s), adoption, co-habitation or other family extension, and any other persons residing at the same household whether or not related. Additionally, any former employee of Zuki or its partner companies is ineligible for a period of 12 months from their date of last employment.20.1.3. Enrolling. To enroll in Zuki, go to the Zuki website and register for Zuki by providing a valid email address, choosing a unique user name and password, and providing other information we need in order to open your Zuki account. By enrolling in Zuki, you agree that you will keep your user name and password secure and confidential and keep your Zuki account information updated and accurate and that you will notify us immediately of any unauthorized use of your Zuki account. We will deem any activity occurring through your Zuki account to be your actions, and you agree that we may rely upon such actions.20.2. Game Creation / Production. The Zuki Game platform supports simultaneous, multiple games targeted to different interest groups. This can be done, because the Zuki game platform is distributed, with makers given direct access and control over a game making dashboard, configurable directly by the maker. The maker will design the trivia questions to be used in each game, determine the level of difficulty that will apply to each bracket, set a game launch date and determine the additional configuration options, such as payout model, odds to win, etc. part of the making process is to prepare "game guides" - online resources from which all questions are drawn, and in which answers can be found. Fan sites may be an obvious possible source for a game guide. Game guides might be provided to contestants for free, or might be charged for by the maker for a small fee. Whether or not to charge for these items will be determined and optimized by each Game Producer, depending on his or her objectives, and those of the Game Sponsor.20.3. There are multiple possible payout models configurable by the Content Producer. So, a Content Sponsor and Producer might decide to divide the Payout Model on a different structure, to pay into a larger, or smaller, number of bracket structures.20.4. Offensive, Inappropriate or Illegal Content. The content in question includes but is not limited to any posts submitted by the Participant, the username of the Participant or any other content created by the Participant. Zuki reserves the right to remove or modify any content created by any Participant for any reason including but not limited to Zuki deeming at its sole discretion that the content is offensive, inappropriate or if Zuki deems at its sole discretion that the content's trademark or copyright may be in question. Participant assigns all copyright of content the Participant creates to Zuki and asserts that the Participant is the sole creator and owner of the content and indemnifies Zuki for any copyright or trademark infringement of the content.20.5. Liability Release. By participating in Zuki, each participant and winner waives any and all claims of liability against Zuki, their employees and agents and the maker, if distinct from Zuki, for any personal injury or loss which may occur from the conduct of, or participation in, Zuki, or from the use of any prize.20.6. Taxes. Any valuation of the cash or prize(s) stated above is based on available information provided to Zuki, and the value of any cash or prize awarded to a winner may be reported for tax purposes as required by law. Each winner is solely responsible for reporting and paying any and all applicable taxes. If ZUKI is required to withhold taxes for the user, then it may and will provide appropriate documentation.20.7. Decisions and Disputes. Zuki reserves the right to disqualify any participant or winner and may refuse to award any cash or prize to a person who is ineligible or has violated any rule, gained unfair advantage in participating in Zuki, or obtained winner status using fraudulent means. Furthermore, any attempt to obtain winner status through illegal or fraudulent means could be in violation of international, federal, state and/or local laws, and the perpetrator could be subject to state and federal prosecution. Further, Zuki will resolve any disputes, conflicting claims or ambiguities concerning the rules and Zuki's decisions concerning such disputes shall be final. All decisions will be made by Zuki and are final. Zuki may waive any of these rules in its sole discretion. Zuki reserves the right to disqualify any winner if any Zuki rules are violated in any way. Persons wishing to dispute any claims made within this document will be bear sole responsibility for any and all legal fees associated with said dispute.20.8. Miscellaneous. Some Zuki events require no purchase to play while some will require a purchase to play. Void where prohibited by law. Zuki is a game of skill, requiring users to very quickly answer fact-based trivia questions. Zuki may substitute prizes of equivalent value, amend the rules or discontinue Zuki at any time. Zuki disclaims any responsibility to notify participants of any aspect related to the conduct of this Zuki.20.9. Publicity. By participating, all participants and winner(s) grant Zuki exclusive permission to use their names, location, characters, photographs, voices, and likenesses in connection with promotion of this and other Zukis or contests, and waive any claims to royalty, right, or remuneration for such use.20.10. Changes to the Program. Zuki may modify, restrict or change Zuki and/or these Terms at any time, which changes may include, but are not limited to, changing the terms of eligibility and enrollment, the number of points obtained for a particular action, the prizes that are awarded for a particular event or action. We will endeavor to notify you of material changes to Zuki and Zuki Terms and, unless you choose to terminate your Zuki participation, you will be bound by the revised Zuki Terms. Notification of material changes may be done through the email address you have provided to us, updates through the Mobile App pushed to your mobile device, posting such changes on Zuki website, or by any other appropriate method, as we may determine. We also reserve the right to suspend or terminate Zuki at any time, in our sole discretion, without liability or compensation to you.20.11. Compliance with Law. Although Zuki has made every effort to promote compliance with applicable legislation, Zuki can make no representation that the game or the information is appropriate for use in jurisdictions other than the United States of America. If you choose to enter the application or play the game or use the information, it is your sole responsibility to verify that your participation is in compliance with applicable local laws and regulations. The game is not a sweepstake, lottery or game of chance of any kind, but rather is a contest of skill and knowledge. These General Terms & Conditions apply to the legal relationship between you and Zuki as a participant in the Game.20.12. Customer Service. If you have a problem or question regarding your Zuki account, Terms and conditions, or anything related to Zuki gameplay, please contact Customer Service at email@example.com
. Questions regarding prizes and awards should be directed to the same address. All questions or disputes regarding Zuki, including eligibility, obtaining points, or redemption of rewards, will be resolved by Zuki in its sole discretion.20.13. Amendments or Changes to Terms and Conditions. Zuki may in its sole and absolute discretion may amend or change these terms and conditions from time to time without notice. Each time user uses the Platform they are by thatat fact reaffirming their agreement with these Terms.20.14. Location of Zuki Games. All games on the Zuki platform are run on the Company’s servers in the United States of America, regardless of where any maker or player may be on planet earth.