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Terms of Service, Game Rules

September 13, 2022
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 Terms2.1. 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 Service4.1. Content on the Service4.1.1.The content on the Service may include, refer to or incorporate quizzes, polls, videos, audio (for example music and other sounds), graphics, photos, text (such as comments and scripts), branding (including trade names, trademarks, service marks, or logos), interactive features, software, metrics, and other materials whether provided by you, ZUKI or a third-party (collectively, any "Content”).4.1.2.Content is the responsibility of the person or entity that provides or posts it to the Service. ZUKI is under no obligation to host or to serve Content. If you see any Content you believe does not comply with these Terms, including by violating the ZUKI Community Guidelines or the law, please report it to us.4.2. ZUKI Accounts 4.2.1.You can use parts of the Service, such as browsing and searching for Content, without having a ZUKI Account. However, you must have a verified ZUKI account to make or to play games, to invite others onto the Platform and to participate in our affiliate marketing programs, to mint NFTs, to use other Service features, and to receive payments.4.3. Creating a verified ZUKI account will give you access to additional features and functions.4.3.1.To protect your ZUKI account, keep your login credentials confidential. Do not share them with anyone.4.3.2.Our privacy policy explains how we treat your personal data and protect your privacy when you use the Service. Our Minors Privacy Policy provides additional information about our privacy practices that are specific to ZUKI Minors.4.4. You may access and use the Service as made available to you, as long as you comply with these Terms and applicable law. You may engage Content for your personal, non-commercial use. 5. Restrictions. 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 Service7.1. 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 Conduct8.1. 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 & Termination9.1. 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 Service10.1. 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. Other Legal Terms11.1. Warranty Disclaimer. OTHER THAN AS EXPRESSLY STATED IN THESE TERMS OR AS REQUIRED BY LAW, THE SERVICE IS PROVIDED “AS IS” AND ZUKI DOES NOT MAKE ANY SPECIFIC COMMITMENTS OR WARRANTIES ABOUT THE SERVICE. FOR EXAMPLE, WE DON’T MAKE ANY WARRANTIES ABOUT: (A) THE CONTENT PROVIDED THROUGH THE SERVICE; (B) THE SPECIFIC FEATURES OF THE SERVICE, OR ITS ACCURACY, RELIABILITY, AVAILABILITY, OR ABILITY TO MEET YOUR NEEDS; OR (C) THAT ANY CONTENT YOU SUBMIT WILL BE ACCESSIBLE ON THE SERVICE.  11.2. Limitation of Liability. EXCEPT AS REQUIRED BY APPLICABLE LAW, ZUKI, ITS AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES AND AGENTS WILL NOT BE RESPONSIBLE FOR ANY LOSS OF PROFITS, REVENUES, BUSINESS OPPORTUNITIES, GOODWILL, OR ANTICIPATED SAVINGS; LOSS OR CORRUPTION OF DATA; INDIRECT OR CONSEQUENTIAL LOSS; PUNITIVE DAMAGES CAUSED BY:11.2.1. ERRORS, MISTAKES, OR INACCURACIES ON THE SERVICE;11.2.2. PERSONAL INJURY OR PROPERTY DAMAGE RESULTING FROM YOUR USE OF THE SERVICE;11.2.3. ANY UNAUTHORIZED ACCESS TO OR USE OF THE SERVICE;11.2.4. ANY INTERRUPTION OR CESSATION OF THE SERVICE;11.2.5. ANY VIRUSES OR MALICIOUS CODE TRANSMITTED TO OR THROUGH THE SERVICE BY ANY THIRD PARTY;11.2.6. ANY CONTENT WHETHER SUBMITTED BY A USER OR ZUKI, INCLUDING YOUR USE OF CONTENT; AND/OR11.2.7. THE REMOVAL OR UNAVAILABILITY OF ANY CONTENT.THIS PROVISION APPLIES TO ANY CLAIM, REGARDLESS OF WHETHER THE CLAIM ASSERTED IS BASED ON WARRANTY, CONTRACT, TORT, OR ANY OTHER LEGAL THEORY.11.3. ZUKI AND ITS AFFILIATES’ TOTAL LIABILITY FOR ANY CLAIMS ARISING FROM OR RELATING TO THE SERVICE IS LIMITED TO THE GREATER OF: (A) THE AMOUNT OF REVENUE THAT ZUKI HAS PAID TO YOU FROM YOUR USE OF THE SERVICE IN THE 12 MONTHS BEFORE THE DATE OF YOUR NOTICE, IN WRITING TO ZUKI, OF THE CLAIM; AND (B) USD $500.11.4. Indemnity. To the extent permitted by applicable law, you agree to defend, indemnify and hold harmless ZUKI, its Affiliates, officers, directors, employees and agents, from and against any and all claims, damages, obligations, losses, liabilities, costs or debt, and expenses (including but not limited to attorney's fees) arising from: (i) your use of and access to the Service; (ii) your violation of any of these Terms; (iii) your violation of any third party right, including without limitation any copyright, property, or privacy right; or (iv) any claim that your Content caused damage to a third party. This defense and indemnification obligation will survive these Terms and your use of the Service.11.5. Third-Party Links. The Service may contain links to third-party websites and online services that are not owned or controlled by ZUKI. ZUKI has no control over, and assumes no responsibility for, such websites and online services. Be aware when you leave the Service; we suggest you read the terms and privacy policy of each third-party website and online service that you visit.12. About these Terms12.1. 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 Service13.1. Applicable Terms. Your transactions and any use of the Paid Services are subject to: these Paid Service Terms of Service; the ZUKI Terms of Service; the Paid Service Usage Rules; and the ZUKI Community Guidelines. We’ll refer to these documents together as the “Terms”.13.2. Please read the Terms carefully and make sure you understand them. If you do not understand the Terms, or do not accept any part of them, then you may not use the Paid Services. Each time you place an order for a Paid Service (including when you order a subscription or an item of content), you will enter into a separate contract with us for that particular Paid Service and will be asked to accept the Paid Service Terms again.13.3. Accessing Paid Services. 13.3.1. Age Requirements. The age requirements in the ZUKI Terms of Service also apply to your use of the Paid Services. You must also comply with any additional age restrictions that might apply for the use of specific Paid Services. Family managers and family members must meet these additional requirements as well.13.3.2. Device Requirements and Usage Limits. Certain Paid Services may require you to use a device that meets the system and compatibility requirements for that Paid Service, which may change from time to time. For further information on supported devices and technical requirements, visit our Help Center. There may also be limits on how you can access or use the different types of Paid Services on ZUKI (e.g., applicable viewing periods and device limitations). Please see the ZUKI Paid Service Usage Rules for more information.13.3.3. Geographic Restrictions. The Paid Services, and certain content available within the Paid Services, may only be available in certain countries. You agree that you will not present any false, inaccurate or misleading information in an effort to misrepresent your country of residence, and you will not attempt to circumvent any restrictions on access to or availability of the Paid Services or content available within the Paid Services.13.3.4. Other ZUKI Paid Services. In some cases, you may be able to access a Paid Service through other ZUKI products (e.g., you may be able to watch a movie on ZUKI Play that you purchased on ZUKI). Additionally, you may be able to access content via ZUKI that you have purchased, or subscribed to, through other ZUKI products (e.g. you may be able to watch a movie on ZUKI that you purchased on ZUKI Play). Your use of any Paid Service is governed only by the Terms, and not the terms of any other ZUKI product, including any other ZUKI product through which you receive access to a Paid Service.13.3.5. Payment and Free Trials13.3.5.1. Payment. ZUKI accepts payment via the payment method(s) indicated prior to your purchase. You must have a valid, accepted payment method on file in order to purchase Paid Services, or to participate in no-cost trial offers or other no-cost offers related to the Paid Services. You agree to pay for any Paid Service that you order. ZUKI will charge your payment method for the price listed for the relevant Paid Service along with any additional amounts relating to applicable taxes, bank fees and currency fluctuations. If you purchase any automatically renewing Paid Service subscription, you agree that ZUKI will charge the payment method on file on the first day of each billing period for the subscription, and if the payment method on file becomes invalid due to an expired credit card or other reason, and ZUKI is unable to charge you on the next billing period, you may not be able to access the applicable Paid Service until you update your payment method. Where possible, we will provide you with notice when this happens. If you fail to update your payment method within a reasonable amount of time following that notice, ZUKI may cancel your subscription. In some cases, you may transact with a third-party or affiliate platform when you purchase a Paid Service (e.g., if you subscribe to ZUKI Premium using another platform like Apple or ZUKI Play). In these cases, such platform will charge your payment method and be responsible for managing any issues with your payment, including refunds. Free Trials. ZUKI may offer free trials for a Paid Service to subscribers from time to time. If you purchase a subscription to a Paid Service that includes a trial, you will receive access to that Paid Service for the duration of the trial period. At the end of the trial period, you will be automatically charged the price of the subscription and will continue to be charged until you cancel your subscription. To avoid any charges, you must cancel your subscription before the end of the trial period. Discounts. ZUKI may, from time to time, offer discounts on purchases or subscriptions. Additional terms and conditions, including eligibility criteria, may apply to such plans and any such additional terms will be made available to you prior to purchase. Pre-Orders. ZUKI may offer the ability to pre-order certain items of Content that are available within the Paid Services. When you place a pre-order, unless otherwise noted at the time, your payment method will not be charged until the date when the relevant item of content is made available to you. You can cancel a pre-order at any time up to the point at which the relevant item of content is made available. In some cases, ZUKI may need to cancel a pre-order you have placed, in which case we will notify you. Taxes. If ZUKI is required to collect or pay any taxes in connection with your purchase of a Paid Service, such taxes will be charged to you at the time of each purchase transaction. Cancellations and Refunds13. Cancellation of Subscriptions. If you purchase a subscription to a Paid Service that automatically renews, you may cancel the subscription any time before the end of the current billing period. The cancellation will take effect at the end of that billing period. You will retain access to the Paid Service from the time you cancel until the start of the next billing period and, unless otherwise indicated in the Refund Policy, you will not receive a refund or credit for any remaining days in your current billing period. Cancellation of Purchases. At this early stage in the provision of the Services, you may not cancel a contest or engagement that you have ordered, as doing so unsettles the contest economics. Refunds/Rebates. At this early stage in the provision of the Services, you may not receive a refund or rebate on any contest or engagement you you have ordered, as doing so unsettles the contest economics. Limited License. After completing a transaction or paying the applicable fees for a Paid Service, you may access and use that Paid Service, for your personal, non-commercial use only, and as long as you comply with the Terms and the law. Your license to the Paid Services (including any content offered through the Paid Services) is non-exclusive and all rights, title and interest in the Paid Services not expressly granted to you in these Terms are reserved by ZUKI. You agree not to use any Paid Service, in whole or in part, in connection with any public presentation even if no fee is charged (except where such use would not constitute a copyright infringement). Restrictions. When you use the Paid Services, you may not (or attempt to): use the Paid Services in an illegal manner, or for an illegal purpose; share your ZUKI account password with someone else to allow them to access any Paid Service they did not order; copy, sell, rent, or sublicense the Paid Services to any third party; circumvent, reverse engineer, modify, disable, or otherwise tamper with any security technology that ZUKI uses to protect the Paid Services or encourage or help anyone else to do so; access the Paid Services other than by means authorized by ZUKI; or13. remove any proprietary notices or labels on Paid Services (for example watermarks). Changes. Changes to the Paid Services. We’re constantly developing new features and ways to improve our services and we may modify the Service (including the Paid Services) as set out in the ZUKI Terms of Service. Changes to a Paid Service will not affect your ability to request a refund as described above. Removal or Unavailability of Content. The availability of Content on a Paid Service may change from time to time, including when Content within a Paid Service becomes limited or unavailable due to restrictions from our partners who license us that Content, or for legal or policy reasons. Changes to Pricing. Prices for Paid Services may change from time to time, for example, to reflect inflation, changes in pricing from Content creators on our platform licensors, changes for promotional offerings, changes to the Paid Services or changing business needs. ZUKI does not provide price protection or refunds in the event of a price reduction or promotional offering. Changes to these Terms. ZUKI may change these Terms relative to Paid Service Terms, for example, (1) to reflect changes to our Service or how we do business, e.g., when we add new products or features or remove old ones, (2) for legal, regulatory, safety or security reasons, or (3) to prevent abuse or harm. Communications. By using the Paid Services, you consent to receiving communications from us including marketing communications such as newsletters about ZUKI features and content, special offers, promotional announcements, and customer surveys, to your registered email address or via other methods. If you no longer want to receive such communications, go to the "Notifications" tab within the "ZUKI Settings" page of our website to manage your ZUKI communications. Please review our Privacy Policy for further details. Other Terms13. The Paid Services include content uploaded or otherwise submitted by our users and partners. If you see any content which you believe does not comply with our Community Guidelines, please notify us by following the instructions here. You can contact our customer support team by clicking “Help” next to the relevant purchase on your Purchases page (for one-time purchases) or by contacting the team. Complaints and/or feedback about your Paid Service experience may also be sent to ZUKI at the address listed in the first section (marked with “Attn: ZUKI Paid Services”). To protect your ZUKI account, keep your password confidential. You should not reuse your ZUKI account password on third-party applications. Learn more about keeping your ZUKI account secure, including what to do if you learn of any unauthorized use of your password or ZUKI account. Your transaction for the Paid Service is with ZUKI LLC. The provisions of the ZUKI Terms of Service (including those relating to governing law and limitation of liability) apply to your use of the ZUKI Paid Services. If there is a conflict between the ZUKI Terms of Service and these Paid Service Terms, the Paid Service Terms will take precedence.14. Additional Terms for ZUKI14.1. Your Acceptance. By purchasing a subscription to ZUKI, you agree to the Paid Service terms above, as well as these additional terms. ZUKI is a P2E game service offered on full time basis to paying subscribers everywhere from the United States of America. ZUKI Paid Service is distinct and separate from all other ZUKI offerings. ZUKI is a logged-in only, 13+ experience. If you are under 13, please do not use ZUKI or ZUKI. Please note: ZUKI accounts are for personal, non-commercial, residential use only - use of a ZUKI account is not permitted in any group viewing spaces.14.2. Authorization. ZUKI is available only on authorized connected devices, portable media players and computers, and other approved Internet-enabled devices. ZUKI cannot be accessed through a set-top box used as a decoder, including CableCard devices. Permitted devices are subject to change. If a device or account cannot be authorized, ZUKI content may be withheld until authorization is successful. Re-authorization may also occur to ensure that the account and credentials are still valid. A new subscriber will need to be authorized, even if the device was already authorized for a previous subscriber. As part of ZUKI, you may be asked to login to your ZUKI account as well as register for accounts on various content provider sites. Please review policies on each site you register for to see if it’s right for you.14.2.1. If you are having difficulty authorizing your device or have any questions, please contact customer support. All customer care, customer support, technical support and billing activities for ZUKI will be administered by ZUKI.14.2.2. ZUKI reserves the right to terminate a subscription or take other appropriate action (including suspension of your ZUKI account) for violations of these or any applicable terms or policies, including non-compliance with any security or intellectual property prohibitions. Content partners may also reserve rights and remedies under law and equity against any consumers and any other parties who infringe the content partners’ rights with respect to any content and/or promotional materials.14.3. Content. The content in ZUKI is unique, subject to all the content restrictions listed here and may change at any time. ZUKI subscribers may not allow any person or device to download the content available through ZUKI or allow any person or device to view ZUKI content online or through an unauthorized device. Additionally, ZUKI content may not always be available or may not be available on all devices.14.3.1. Some content may not be authorized for particular geographic or metropolitan areas, some content may not be authorized for particular devices, and/or some programming may not be available or may be blacked out and substitute programming may be shown instead. ZUKI’s content partners have discretion over the programming they include in ZUKI and may modify programs, program elements, promotional or other materials at any time. Content availability may also differ by time zone.14.3.2. In addition, if any Video On Demand (“VOD”) offerings are made available in ZUKI, those offerings are subject to change at any time, including, (1) any content within a package subscribed to by the user, or (2) any package of content or services. Differences in ZUKI offerings on a geographic basis may include: different broadcast stations; different regional sports networks (“RSNs”), or no service offering in a location at all. VOD offerings may also vary in their access to features such as fast forward, look back or start over.14.3.3. Interactive features may also be limited based on the content, location or device. ZUKI expressly prohibits use of post-market modification devices or any equipment or service that would facilitate or enable unauthorized modification to content. ZUKI will monitor usage and protect content on the service from piracy, unauthorized access, distribution, or use through content protection systems and related software applications designed to withstand subscriber circumvention. Any reported or suspected circumvention may result in termination of your subscription and/or account.14.3.4. Access to ZUKI or content may be suspended in whole or in part for any reason including legal or regulatory reasons, such as an order or injunction from any court, administrative body, or regulatory authority, or due to material unauthorized access or use of content.14.4. Payment. Only paying subscribers or subscribers authorized to receive the content through a promotion (including a trial) will be authorized to access content in ZUKI. Note that at the end of trials, subscribers will automatically be charged the regular monthly fee for the programming service, unless the subscriber cancels the service. Subscribers can cancel at any time by clicking cancel within the app or contacting support. Upon cancellation, subscribers still may be charged for the current billing period. The monthly fee charged for ZUKI covers the content within the selected package, with no additional fees or surcharges. Additional content or additional packages may be available for an additional cost. ZUKI requires an up-to-date and valid payment instrument to maintain continued access to the content. For questions about refunds, billing or pro-rated charges, please see the help center. Please note: ZUKI is an auto-renewing subscription which will renew automatically each month. Please refer to your individual application for pricing information. Your payment will be charged to your iTunes account at confirmation of purchase. Please check your Membership tab under the Settings menu for details about your subscription and to cancel at any time. Your subscription automatically renews unless you cancel your subscription at least 24 hours before the end of the current period. 14.5. Prohibitions. The ZUKI logo and other trademarks, graphics, logos, scripts, and sounds are trademarks of ZUKI and/or its content partners. None of the trademarks or content displayed through ZUKI may be used by a subscriber, copied, downloaded, or otherwise exploited. ZUKI will monitor and protect content on the service from piracy, unauthorized access, distribution, or use. Subscribers do not gain any sponsorship, affiliation or association with the content, networks, programs or any content producer through their use of the ZUKI service. Content partners are the exclusive owner of the programming service and content distributed on ZUKI, even when a copy of the content is stored by a subscriber. Subscribers do not obtain any proprietary rights in a programming service or content by using the service.14.6. Privacy & Security. In ZUKI, as with all ZUKI products and services, the ZUKI privacy policy controls the use, collection and sharing of data. ZUKI may share aggregated data with its content partners.14.6.1. ZUKI will use ZUKI’s location detection services to determine location. The location of your device will be used to (i) determine which content you are permitted to access and (ii) provide access to that content. ZUKI may also use other means such as the location of the device at sign up and the location of the billing address or payment instrument to verify location and content accessibility. ZUKI will be improving technology to determine a subscriber’s location, and streams accessed from within the home may have different concurrent stream limitations. ZUKI reserves the right to monitor and report to content partners on usage patterns including inactivity, in accordance with the ZUKI Privacy Policy.14.6.2. Because ZUKI may be accessible from various permitted devices (i.e., mobile, desktop) or various third=party sites (i.e. content partners’ sites), the personal information collected may differ depending on the access point. Be sure to check the privacy policy of each underlying site where you access ZUKI to understand the data being collected and share14.6.3. ZUKI may actively recommend content, market and promote the ZUKI service and related services to users through algorithmically driven, personalized recommendations tools to deliver optimized personalized results. ZUKI may also collect results and metrics related to the personalized content delivery and/or the marketing campaign(s) for distribution to our partners, within the scope of the ZUKI privacy policy. ZUKI will not change or otherwise interfere, or authorize, facilitate or enable the change of or other interference with the subscriber's channel selection or equipment that is tuned for viewing or recording, unless specifically authorized by the subscriber. ZUKI may supply security and content protection updates, including security patches, from time to time; such security enhancements must be promptly downloaded, installed, or otherwise implemented by the subscriber upon notification of their availability.14.6.4. Measurement. Our content licensors, as well as our advertisers, seek to measure the performance of their creative material across many platforms, including ZUKI. ZUKI may feature Nielsen proprietary measurement software, which will enable subscribers to contribute to market research, such as Nielsen TV Ratings. Accordingly, ZUKI may permit the use of third-party measurement software that enables third parties (such as Nielsen) to include subscriber viewing on ZUKI in calculating measurement statistics such as TV Ratings. To learn more about the information that Nielsen software may collect, please see the Nielsen Digital Measurement Privacy Policy at 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: 45%Z2: 30%Z3:15%Z4: 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 PayoutsIn 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 PayoutsOf 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 SplitOf 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: 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 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.