Terms of Service

Membership Terms and Conditions

Last updated: November 28th, 2022

Before you buy or mint a ZenAcademy NFT, please read these Membership Terms and Conditions carefully. Do not buy or mint a ZenAcademy NFT if you disagree with these T&Cs.

Who we are and how to contact us

The site is owned and operated by ZenLabs FZCO (“ZenAcademy”, “we”, “us” or

“our”).

If you would like to contact us for any reason, e-mail us at:

hello@zenacademy.com.

Definitions 

In these terms and conditions:

"ZenAcademy" is the provider of an online community where members are able to communicate and learn about the web3 and NFT space.

"333 Club Pass NFT" means the NFT that grants individuals with member access to the exclusive 333 Club section of the ZenAcademy Discord server.

"Genesis NFT" means the NFT that grants individuals with member access to the ZenAcademy Discord Server.

"ZenChest NFT" means the NFT that grants individuals with member access to the ZenAcademy Discord Server.

"Membership" means membership to the relevant ZenAcademy membership tier and Member has the corresponding meaning.

"Membership Terms and Conditions" means these membership terms and conditions as amended by ZenAcademy from time to time.

"Membership Token" or "Token" means either The 333 Club NFT, Genesis NFT, ZenChest NFT, or any other NFT issued by ZenAcademy, as applicable.

“Membership Benefits” means any special perks, experiences, or opportunities as determined by ZenAcademy that may be offered to anyone with a Membership from time to time, at the sole discretion of ZenAcademy.

"NFT" means non-fungible token.

"ZenAcademy Discord Server" means the ZenAcademy and 333 Club member-only server on the Discord platform run by ZenAcademy.

Membership Terms and Conditions

These Membership Terms and Conditions comprise a contract between you and ZenAcademy, which is necessary and reasonable for administering and facilitating your Membership.

The mutual exchange of promises between ZenAcademy and you under these Membership Terms and Conditions is valuable consideration.

By purchasing a Membership Token, continuing to own a Membership Token or accessing the ZenAcademy Discord Server, you acknowledge that you will be bound by and agree to comply with such rules, terms and conditions (including these Membership Terms and Conditions), policies and procedures as may be imposed by ZenAcademy from time to time with respect to the conduct, administration and management of your Membership.

ZenAcademy Membership Tiers 

ZenAcademy offers the following memberships to individuals:

Genesis NFT: membership consists of 'lifetime' access to the ZenAcademy Discord Server and ownership of the Genesis NFT.

ZenChest NFT: membership consists of 'lifetime' access to the ZenAcademy Discord Server and ownership of the ZenChest NFT.

The 333 Club: membership consists of 'lifetime' access to the ZenAcademy Discord Server, including the exclusive 333 Club section, and ownership of the 333 Club Pass NFT.

ZenAcademy may offer additional membership types at any time.

To gain access to token-gated portions of the ZenAcademy Discord Server you must purchase the relevant ZenAcademy NFT associated with that server on OpenSea or another NFT marketplace.

The ZenAcademy 'GitBook' website provides more information about the membership tiers, benefits and limited membership giveaways. You can find that here: https://zenacademy.gitbook.io/the-castle.

Membership Token

Upon purchase of a Membership Token by you, ZenAcademy grants you a limited worldwide, non-exclusive, non-transferable, revocable, royalty-free license to use, copy, and display the Membership Token, solely for the following purposes:

i) for your own personal, non-commercial use;

ii) or as part of a marketplace or third party website that permits the purchase and sale of NFTs.

Access to ZenAcademy Discord Servers

The purchase and ownership of a Genesis NFT will provide you with access to the ZenAcademy Discord Server only.

The purchase and ownership of a 333 Club Pass NFT will provide you access to the ZenAcademy Discord Server, as well as access to an exclusive 333 Club section inside ZenAcademy Discord Server only.

'Lifetime' Membership

Ownership of a Genesis NFT or 333 Club Pass NFT grants the owner an ongoing Membership to the Discord server for the duration of their ownership of the relevant Token.

In the event a Member sells or disposes of their Token, they will relinquish their Membership to the ZenAcademy Discord Server and will no longer have access to such server on and from the date their Token is sold to another person.

Membership Benefits

A Member of ZenAcademy may receive special perks, experiences, or opportunities as determined by ZenAcademy. ZenAcademy does not make any representation, warranty or guarantee that any Member will receive any Membership Benefits or achieve any particular outcome as a result of owning any ZenAcademy NFT. ZenAcademy reserves the right, at its sole discretion, to restrict, limit, or deny any Membership Benefits to any Member, including to limit the period of time when a Membership Benefit is available, for any reason, at any time. Membership Benefits are not intended to be an endorsement of any project, creator, NFT, individual or any other thing, and ZenAcademy makes no recommendation and provides no investment advice in connection with any Membership Benefits or otherwise as a result of holding or owning a ZenAcademy NFT.

Verification of Token 

In order to gain access to certain ZenAcademy offerings, you may be required at any time by ZenAcademy to verify your ownership of a Membership Token through an external service provider such as Vulcan or Collab.Land.

The method by which verification will be undertaken by ZenAcademy will be determined by ZenAcademy at its sole discretion and may be subject to change at any time.

ZenAcademy reserves the right to verify your Membership as frequently as it deems necessary.

If ZenAcademy is unable to verify your Membership Token, ZenAcademy reserves its rights to cancel your Membership without further notice and you will no longer have access to the ZenAcademy Discord Server and/or ZenAcademy 333 Club exclusive section, as applicable.

Value of Membership Tokens

ZenAcademy makes no guarantee as to the value or resale value of any Membership Token at any time.

Sale of Membership Token 

You are permitted to sell or transfer your Membership Token to another person on the NFT marketplace OpenSea or another NFT marketplace.

The sale or transfer of your Membership Token will transfer all Membership rights you hold under these Membership Terms and Conditions to the person to whom you sell your Membership Token.

Upon the sale of your Membership Token to another person, these Membership Terms and Conditions between you and ZenAcademy will terminate with immediate effect.

Intellectual Property

You acknowledge and agree that the Membership may contain content or features that are protected by copyright, patent, trademark, trade secret, or other proprietary rights and laws.

Except as expressly authorized by ZenAcademy, you agree not to modify, copy, frame, scrape, rent, lease, loan, sell, distribute, or create derivative works based on the Membership, in whole or in part.

Any use of the Membership other than as specifically authorized herein is strictly prohibited.

ZenAcademy's name and logos, including the terms and logos for the 333 Club and ZenChest, as well as the Crystal Ball with the "Z" in it, are trademarks and service marks of ZenLabs FZCO (collectively the “ZenAcademy Trademarks”).

Other company, product, and service names and logos used and displayed via the Membership may be trademarks or service marks of their respective owners who may or may not endorse or be affiliated with or connected to ZenAcademy.

All of these rights are expressly reserved in the name of ZenAcademy and/or its affiliates. Nothing in these Membership Terms and Conditions should be construed as granting or waiving, by implication, estoppel, or otherwise, any license or right to use any of ZenAcademy Trademarks or, other than the copyrights to the Art (as set forth below), any other intellectual property of ZenAcademy, without ZenAcademy's prior written permission in each instance.

All rights in such intellectual property are reserved by ZenAcademy and/or its affiliates, and all goodwill generated from the use of ZenAcademy Trademarks will inure to ZenAcademy’s exclusive benefit.

You are not permitted to use ZenAcademy Trademarks without express, written permission.

You agree that you will not use or seek to register any ZenAcademy names, brands, ZenAcademy Trademarks or confusingly similar variations, or other trademark for any purpose without obtaining our prior written consent.

Such approval shall be in ZenAcademy's entire and sole discretion. Nonresponse to a request for such approval shall not be deemed an approval.

These Membership Terms and Conditions do not provide you with any rights other than the rights expressly granted to you under these Membership Terms and Conditions.

Termination

Without limiting any other rights ZenAcademy may have under these Membership Terms and Conditions or at law, any breach of or failure to comply with these Membership Terms and Conditions by you may result in the termination of your Membership by ZenAcademy and you will forfeit your access to the ZenAcademy Discord Server and/or ZenAcademy 333 Club exclusive section, as applicable.

Release and Indemnity

You agree to release and indemnify ZenAcademy from and against all liability for or in respect of, any claims, demands, actions, suits or proceedings including (but not limited to) all costs, expenses, loss or damage arising out of or in connection with, a breach of any of these Membership Terms and Conditions, including any liability arising as a consequence of personal injury to or death of, any person or damage to property.

All releases and indemnities survive the termination or expiry of these Membership Terms and Conditions.

Limitation of Liability

ZenAcademy, its directors, officers, employees and/or agents are not deemed to provide any investment advice, financial advice or recommendation in the context of these Membership Terms and Conditions.

To the fullest extent to permitted by law, ZenAcademy, its directors, officers, employees, and/or agents' aggregate liability for all loss or damage or injury arising out of or in connection with these Membership Terms and Conditions, including any breach of these Membership Terms and Conditions however arising, in tort (including negligence), under any statute, customer, law or on any other basis, is limited to aggregate amount of USD$100.

Neither party will be liable to the other party, whether in contract, tort (including negligence) or otherwise, for any special, indirect or consequential loss arising under or in connection with this agreement, including any loss of profits, loss of sale or business, loss of production, loss of agreements or contracts, loss of business opportunity, loss of anticipated savings, loss of or damage to goodwill, loss of reputation, or loss of use or corruption of software, data or information.

Assumption of Risk

You agree as follows:

(i) To the extent a there is a price or market for a blockchain asset, such markets and prices are extremely volatile, and variations in the price of other digital assets could materially and adversely affect the value of any digital asset(s) you own, such as ZenAcademy NFTs, and there is no guarantee ZenAcademy NFTs will have or retain any value;

(ii) there are risks associated with using an Internet-native assets (e.g., non-fungible tokens, cryptocurrencies, etc.) including, but not limited to, the risk of hardware, software and Internet connections and/or failures, the risk of malicious software introduction, and the risk that third parties may obtain unauthorized access to information stored within your digital “wallet”, and ZenAcademy will not be responsible for any of these, however caused; (iii) upgrades to the Ethereum platform, a hard fork in the Ethereum platform, a failure or cessation of Ethereum, or a change in how transactions are confirmed on the Ethereum platform may have unintended, adverse effects on all blockchains using such technologies, including without limitation ZenAcademy NFTs;

(iv) ZenAcademy is not responsible for any transaction between you and a third party (e.g., your purchase of a ZenAcademy NFT from a third party on the so-called “secondary market”) or for any consequences of such transaction (e.g. any costs or taxes being due with respect to such transaction), and ZenAcademy shall have no liability in connection with any such transaction or its consequences.

Privacy

You understand that any personal information provided by you to ZenAcademy is collected, used and disclosed in accordance with ZenAcademy's Privacy Policy.

Please refer to the Privacy Policy at this page: Privacy Policy

If you do not wish to receive promotional material from ZenAcademy you must advise ZenAcademy in writing or via the opt-out procedures provided in the relevant communication or by contacting ZenAcademy at the email address: marketing@zenacademy.com.

Changes to the Memberships

ZenAcademy reserves the right to modify or discontinue, temporarily or permanently, the Memberships (or any part thereof) with or without notice. You agree that ZenAcademy will not be liable to you or to any third party for any modification, suspension, or discontinuance of the Memberships, including in relation to any ZenAcademy NFT.

Disclaimer

ZenAcademy is not a registered broker, analyst or financial advisor. None of the information shared within the ZenAcademy Discord Server or official ZenAcademy website or social media account is, or should be taken as, financial or investment advice.

Please note that within the NFT space there are always risks. Anything shared within the ZenAcademy server, including links to external websites, may have associated risks that you should always take into consideration and assess independently.

By purchasing a ZenAcademy NFT token, they are not sold as, and you are not buying, a security or investment. The ZenAcademy team shall not be held liable for any losses, mistakes, or taxes you may incur as a result of such purchase.

The NFT space is evolving quickly and can be filled with bad actors. Please ensure you are always doing your own due diligence and working with your financial advisor before making any financial decisions.

Children

ZenAcademy considers a child to be anyone under the age of 18. Our website and the

Membership Services are not intended for or targeted at children under 18, and we do

not knowingly or intentionally sell products or services for purchase by children or collect

personal information from or about children under 18, without the consent of a parent or

guardian.

If you believe that we have collected personal data about a child, please

contact us using the below contact details.

If ZenAcademy becomes aware that personal information that we collect relates to a

child without the consent of a parent or guardian, ZenAcademy will use reasonable

efforts to delete that personal data from its files as soon as possible. If deletion is not

possible, ZenAcademy will ensure that the personal information is not used for any

purpose.

General 

ZenAcademy may amend, vary or update these Membership Terms and Conditions from time to time and will notify you via email, Discord announcement, and/or by uploading the updated Membership Terms and Conditions to this website.

These Membership Terms and Conditions, including the documents to which it refers, constitute the entire agreement between you and ZenAcademy in respect of Your Membership and supersedes all other agreements, understandings, representations and negotiations in relation to your Membership.

If any provision of these Membership Terms and Conditions is invalid or unenforceable in any jurisdiction, the phrase or clause is to be read down for the purpose of that jurisdiction, if possible, so as to be valid and enforceable. If the phrase or clause cannot be so read down it will be severed to the extent of the invalidity or unenforceability. Such severance does not affect the remaining provisions of these Membership Terms and Conditions or affect the validity or enforceability of them in any other jurisdiction.

These Membership Terms and Conditions shall be governed by and interpreted in accordance with English Law and the parties submit to the exclusive jurisdiction of the English Courts.

You irrevocably and unconditionally consent and submit to the jurisdiction of the English Courts and waive any right to object to the exercise of such jurisdiction.

If you would like to contact us for any reason, please do so using the following details:

hello@zenacademy.com.

Last updated: November 28th, 2022