Marketplace Terms

1. Introduction and Scope

1.1 Application

These Marketplace Terms apply to all transactions on the Zoryxon Marketplace, including the listing of Content by Sellers, the purchase of Licenses by Buyers, the payment and payout of funds, and the on-chain recording of License grants and Trust Attestations associated with Marketplace Transactions.

1.2 Relationship to Other Agreements

These Marketplace Terms supplement, and incorporate by reference, the Terms of Service, the Acceptable Use Policy, the Privacy Policy, the Cookie Policy, the Disclaimers, and the DMCA Policy. In the event of any conflict between these Marketplace Terms and any of the foregoing with respect to Marketplace-specific matters, these Marketplace Terms shall control.

1.3 Acceptance

A User must accept both the Terms of Service and these Marketplace Terms to participate in the Marketplace. Listing Content, completing a purchase, or otherwise transacting on the Marketplace constitutes acceptance of these Marketplace Terms. If a User does not agree, the User must not use the Marketplace.

1.4 Eligibility

Use of the Marketplace requires that the User be at least eighteen (18) years of age, or the age of majority in the User's jurisdiction, whichever is greater, and otherwise meet the eligibility requirements set forth in the Terms of Service.

2. Definitions

Capitalized terms used and not otherwise defined in these Marketplace Terms have the meanings given to them in the Terms of Service. The following terms have the meanings set forth below:

• "Marketplace" means the Zoryxon Marketplace functionality made available through the Zoryxon platform, including search, listing, purchase, payment, and on-chain License recording features.
• "Seller" means a User that creates one or more Listings on the Marketplace.
• "Buyer" means a User that purchases a License through the Marketplace.
• "Listing" means a publicly viewable offer by a Seller to grant one or more Licenses to specified Content on stated License Terms in exchange for a stated Purchase Price.
• "Content" means the digital work, file, dataset, model, or other intellectual property associated with a Listing, including its description, previews, thumbnails, and associated metadata.
• "License" means the rights granted by a Seller to a Buyer with respect to specified Content upon completion of a Transaction, as defined by the applicable License Terms.
• "License Terms" means the rights, restrictions, scope, duration, territory, and other conditions of a License as set by the Seller and recorded on-chain via Trust Attestation upon completion of a Transaction.
• "Transaction" means a completed purchase of a License through the Marketplace, including the associated payment, License grant, and on-chain attestation.
• "Purchase Price" means the gross amount paid by a Buyer for a License, stated in United States dollars (USD).
• "Platform Fee" or "Transaction Fee" means the fee charged by Zoryxon on each completed Transaction, as set forth in Section 8.
• "Net Proceeds" means the Purchase Price less the applicable Platform Fee and any deductions permitted under these Marketplace Terms.
• "Payout" means the disbursement of Net Proceeds to a Seller through the Seller's designated payment method.
• "Vault" has the meaning given in the Terms of Service: a client-side encrypted container associated with Content and its cryptographic attestations.
• "Trust Attestation" has the meaning given in the Terms of Service: a cryptographically signed record produced under the Zoryxon attestation framework, including License grant attestations recorded on-chain following a Transaction.
• "Verification Record" has the meaning given in the Terms of Service.
• "Content Hash" means a SHA-256 or perceptual hash derived from Content for the purpose of blockchain anchoring, integrity verification, or duplicate detection. A Content Hash is a one-way cryptographic derivation and cannot be reversed to recover the underlying Content.
• "Digital Asset" means any token, License certificate, or other on-chain instrument issued or referenced in connection with a Listing or Transaction.
• "Disputed Transaction" means a Transaction with respect to which a Buyer or Seller has submitted a dispute through the Marketplace dispute mechanism or otherwise notified Zoryxon in writing of a bona fide dispute.
• "Prohibited Content" means Content that violates these Marketplace Terms, the Acceptable Use Policy, applicable law, or third-party rights, as further described in Sections 6 and 13.

3. Marketplace Role and Relationship

3.1 Zoryxon as Intermediary

Zoryxon operates the Marketplace as a technology platform and intermediary that enables Sellers to offer, and Buyers to acquire, Licenses to Content. Zoryxon is not a party to any Transaction between a Buyer and a Seller. The contract for the License is formed directly between the Buyer and the Seller upon completion of a Transaction.

3.2 No Title or Possession

Zoryxon does not take title to, possession of, or any ownership interest in Content listed on the Marketplace. All right, title, and interest in and to the Content remain with the Seller (or with the Seller's licensors), and Buyers acquire only the rights expressly granted by the applicable License Terms.

3.3 No Endorsement or Verification of Listings

Zoryxon does not endorse, guarantee, verify the accuracy of, or assume liability for any Listing, Content, License Term, or Seller claim. Zoryxon's provision of cryptographic infrastructure (including timestamping, hashing, and Trust Attestations) is a technical service and does not constitute an evaluation or endorsement of the underlying Content, the Seller's rights to it, or its fitness for any particular purpose.

3.4 Independent Contractors

The relationship between Zoryxon and Sellers, and between Zoryxon and Buyers, is that of independent contractors. No agency, partnership, joint venture, employment, franchise, or fiduciary relationship is created by these Marketplace Terms or by any User's use of the Marketplace.

3.5 No Escrow, Brokerage, or Money Transmission

Zoryxon is not an escrow agent, broker-dealer, transfer agent, money transmitter, or money services business. Payments are processed by third-party payment processors, including Stripe, Inc., subject to those processors' terms and conditions. Zoryxon does not custody fiat or digital assets in connection with peer-to-peer Transactions; on-chain License records are recorded directly to the relevant blockchain network and are not held by Zoryxon.

4. Seller Eligibility and Obligations

4.1 Tier and Verification Requirements

Sellers must hold an active Zoryxon subscription at the Verify tier or higher and must have completed the identity verification steps required by the Seller's subscription tier. Zoryxon reserves the right to require additional verification, including know-your-customer or anti-money-laundering checks, before approving Listings or releasing Payouts.

4.2 Seller Representations and Warranties

By creating a Listing, the Seller represents and warrants that:

• 4.2.1 the Seller owns, or has obtained from the rightful owner all necessary rights, licenses, consents, and authorizations to license, the Content described in the Listing;
• 4.2.2 the Content does not infringe, misappropriate, or violate any third-party intellectual property right, publicity right, privacy right, or other proprietary or personal right;
• 4.2.3 all information set forth in the Listing, including descriptions, examples, License Terms, and pricing, is accurate, complete, and not misleading;
• 4.2.4 the Seller has the legal authority to grant the Licenses described in the Listing on the stated License Terms;
• 4.2.5 the Content and the Listing comply with all applicable laws, including export controls, sanctions, consumer protection, and tax law, and with the Acceptable Use Policy;
• 4.2.6 the Content does not contain malware, viruses, Trojan horses, or other harmful or unauthorized executable code; and
• 4.2.7 the Seller has complied with applicable disclosure, registration, and licensing requirements under the law of the Seller's jurisdiction.

4.3 Seller Responsibilities

Sellers are solely responsible for: (a) setting License Terms; (b) setting pricing; (c) the accuracy of Listing descriptions and previews; (d) fulfilling License grants; (e) responding to Buyer inquiries; (f) determining and fulfilling tax obligations arising from sales, including income, sales, use, value-added, and similar taxes; and (g) compliance with all applicable laws in the Seller's jurisdiction and the jurisdictions in which Buyers are located.

4.4 License to Zoryxon for Marketplace Operations

By creating a Listing, the Seller grants to Zoryxon a non-exclusive, worldwide, royalty-free, sublicensable (solely to Zoryxon's service providers and sub-processors) license to host, store, cache, reproduce, display, perform, distribute, and create derivative works of the Content (including thumbnails, previews, search-ranking representations, and promotional materials) solely for the purpose of operating, promoting, and providing the Marketplace and the Services. This license terminates upon removal of the Listing from the Marketplace, except to the extent necessary for completed Transactions, on-chain records, backup, audit, or legal compliance.

5. Buyer Obligations

5.1 Account Requirement

Buyers must hold an active Zoryxon account in good standing and must have satisfied any identity verification required by Zoryxon for the relevant Transaction.

5.2 Nature of License

By completing a Transaction, the Buyer acknowledges and agrees that:

• 5.2.1 the Buyer is purchasing a License to use Content, and not ownership of the underlying intellectual property;
• 5.2.2 the scope, duration, territory, exclusivity, and permitted uses of the License are defined by the Seller's License Terms as recorded on-chain at the time of the Transaction;
• 5.2.3 the Buyer must comply with the License Terms for each piece of Content that the Buyer Licenses; and
• 5.2.4 Zoryxon does not warrant the fitness, accuracy, legality, originality, or non-infringement of any Content.

5.3 Buyer Responsibilities

Buyers are responsible for: (a) evaluating Content before purchase; (b) understanding and complying with License Terms; (c) maintaining records of acquired Licenses; (d) compliance with all applicable laws, including taxes that the Buyer is required to pay or self-assess; and (e) determining whether the License Terms are sufficient for the Buyer's intended use before completing a Transaction.

6. Listing Requirements

6.1 Required Listing Information

Each Listing must include, at a minimum:

• 6.1.1 a clear and accurate description of the Content;
• 6.1.2 the License Terms, clearly specifying the permitted and prohibited uses, duration, territory, and any exclusivity, sublicensing, modification, or attribution requirements;
• 6.1.3 the Purchase Price in USD; and
• 6.1.4 any restrictions, disclosures, or conditions applicable to the Buyer's use of the Content.

6.2 Vault and Proof of Existence Requirement

The Content underlying each Listing must be associated with a Vault that has, at minimum, a Proof of Existence attestation recorded on the Zoryxon platform. Zoryxon may require additional Trust Attestations (including Proof of Origin or Humanity Verification) as a condition of certain Listing categories.

6.3 Prohibited Listings

Listings shall not, and Sellers shall not list, Content or offer Licenses that:

• 6.3.1 violate the Acceptable Use Policy or the Terms of Service;
• 6.3.2 infringe, misappropriate, or violate any third-party intellectual property right or other proprietary right;
• 6.3.3 contain malware, viruses, ransomware, Trojan horses, spyware, or other harmful or unauthorized code;
• 6.3.4 constitute fraud, deceptive trade practices, or misrepresentation;
• 6.3.5 violate applicable sanctions, export control, or anti-money-laundering laws;
• 6.3.6 are illegal under the laws of the United States or the State of Ohio; or
• 6.3.7 are otherwise expressly prohibited under the Acceptable Use Policy.

6.4 Right to Remove Listings

Zoryxon reserves the right, in its sole discretion and without liability to any Seller or Buyer, to remove, suspend, modify, or refuse to display any Listing, including without limitation Listings that: (a) are the subject of a valid takedown notice under the DMCA Policy; (b) violate these Marketplace Terms or any other applicable Zoryxon policy; (c) are subject to a Disputed Transaction; (d) are subject to legal process or regulatory inquiry; or (e) Zoryxon reasonably believes are unlawful or harmful.

7. License Terms Framework

7.1 Seller-Defined License Terms

Sellers define their own License Terms for each Listing. Zoryxon makes available standardized license templates (including templates maintained through the Zoryxon Terms Registry) as a convenience to facilitate clear and machine-readable License Terms, but Zoryxon does not mandate use of any particular template.

7.2 Available License Categories

Available License categories include, without limitation:

• 7.2.1 personal, non-commercial use;
• 7.2.2 commercial use;
• 7.2.3 editorial use;
• 7.2.4 use as training data for artificial intelligence or machine learning systems;
• 7.2.5 modification, derivative works, and adaptation rights;
• 7.2.6 sublicensing rights;
• 7.2.7 exclusive or non-exclusive licensing arrangements; and
• 7.2.8 time-limited or perpetual License durations, with or without territorial restrictions.

7.3 On-Chain License Recording

Upon completion of a Transaction, the License Terms (or a cryptographic reference thereto) are recorded on-chain via a Trust Attestation. The on-chain record constitutes the binding License agreement between the Buyer and the Seller. In the event of any conflict between the on-chain record and other communications, the on-chain record controls, except to the extent prohibited by applicable law.

7.4 No Adjudication by Zoryxon

Zoryxon does not interpret, enforce, or adjudicate License Terms between Buyers and Sellers. Disputes regarding the meaning, scope, performance, or breach of License Terms are between the Buyer and the Seller, and are subject to Section 11.

8. Pricing, Fees, and Payment

8.1 Seller Pricing

Sellers set their own Purchase Prices in United States dollars (USD). Sellers may modify pricing for future Transactions at any time; pricing changes do not affect previously completed Transactions.

8.2 Platform Fee Schedule

Zoryxon charges a Platform Fee on each completed Transaction, calculated as a percentage of the Purchase Price, as follows:

• 8.2.1 Verify tier Sellers: five percent (5%) of the Purchase Price;
• 8.2.2 Creator Pro tier Sellers: two percent (2%) of the Purchase Price; and
• 8.2.3 Enterprise tier Sellers: custom rates as set forth in the applicable Enterprise order form or master agreement.

Zoryxon may adjust the Platform Fee schedule from time to time, with not less than thirty (30) days' advance notice to affected Sellers. Adjustments do not affect Transactions completed before the effective date of the change.

8.3 Net Proceeds and Payouts

Net Proceeds equal the Purchase Price less the applicable Platform Fee and any other deductions expressly permitted by these Marketplace Terms (including, without limitation, refunds, chargebacks, and amounts withheld pending resolution of a Disputed Transaction). Payouts of Net Proceeds are processed on a regular schedule (which may be monthly, upon reaching a minimum disbursement threshold, or otherwise, as specified in the Seller dashboard or Seller payout settings).

8.4 Third-Party Payment Processing

Payment processing is handled by third-party payment processors, currently Stripe, Inc., subject to such processor's terms of service, acceptable use policy, and privacy policy. By transacting on the Marketplace, Users agree to be bound by the applicable processor's terms. Zoryxon is not a payment processor, escrow agent, money transmitter, or money services business and does not provide banking services.

8.5 Currency, Conversion, and Settlement

All Purchase Prices, Platform Fees, and Payouts are denominated in USD. Buyers and Sellers are responsible for any currency conversion fees, foreign transaction fees, or wire transfer fees imposed by their respective financial institutions or payment providers.

8.6 Taxes

Each party is responsible for the taxes properly attributable to it under applicable law. Sellers are responsible for determining, collecting (if required), reporting, and remitting income, sales, use, value-added, goods-and-services, and other taxes arising from sales of Licenses through the Marketplace. Zoryxon may, where required by applicable marketplace facilitator law, collect and remit certain taxes on behalf of Sellers; in such jurisdictions Zoryxon shall communicate the applicable arrangements to affected Sellers. Buyers are responsible for any use, value-added, or similar taxes that the Buyer is required to self-assess.

8.7 Blockchain Transaction Costs

Certain Marketplace functions involve on-chain transactions and incur network gas fees. For standard verification actions (including Trust Attestation issuance), Zoryxon may sponsor or relay gas costs through its meta-transaction relay infrastructure. For Marketplace purchases that require Buyer-initiated on-chain transactions, Buyers are responsible for the applicable gas fees. Gas fees are determined by the relevant blockchain network and are not under Zoryxon's control.

8.8 Chargebacks and Reversals

In the event of a chargeback, payment reversal, or fraud claim initiated by a Buyer or the Buyer's issuer, Zoryxon reserves the right to (a) deduct the chargeback amount, plus any related processor fees, from the Seller's Net Proceeds or future Payouts; (b) suspend the Seller pending resolution; and (c) take any other action permitted by the applicable payment processor agreement.

8.9 Set-Off

Zoryxon may set off against Net Proceeds or Payouts any amount owed by the Seller to Zoryxon under these Marketplace Terms, the Terms of Service, or any other agreement between the Seller and Zoryxon.

9. Transaction Process

9.1 Order Placement and Payment

The Buyer selects Content for License through the Marketplace and completes payment through the designated payment processor.

9.2 License Grant

Upon successful authorization and capture of payment, the License is granted to the Buyer on the Seller's stated License Terms.

9.3 On-Chain Transaction Record

A Transaction record is created on-chain that includes, at minimum, the Content Hash, a reference to the applicable License Terms, the Buyer's wallet address, and a timestamp. The on-chain Transaction record serves as evidence of the License grant.

9.4 Delivery and Access

The Buyer receives access to the licensed Content through the Buyer's Zoryxon account or as otherwise specified in the Listing, together with a verifiable License certificate referencing the on-chain Transaction record.

9.5 Finality of On-Chain Records

Transactions recorded on-chain are, by design, final and immutable. Once confirmed, an on-chain Transaction record cannot be reversed, modified, or deleted by Zoryxon, the Seller, or the Buyer. Refunds, cancellations, or dispute outcomes are addressed off-chain pursuant to Sections 10 and 11, and may be memorialized by supplementary on-chain attestations in accordance with Section 10.4.

10. Refunds and Cancellations

10.1 General Rule: All Sales Final

Due to the nature of digital content licensing and the immutability of on-chain Transaction records, all sales on the Marketplace are final, except as expressly set forth in Section 10.2.

10.2 Eligible Refund Circumstances

A Buyer may request a refund where:

• 10.2.1 the Content delivered is materially different from the description in the Listing;
• 10.2.2 the Seller did not have the rights necessary to license the Content; or
• 10.2.3 a technical issue attributable to the Marketplace prevented the Buyer from accessing the Content during a reasonable period following the Transaction.

10.3 Refund Procedure

Refund requests must be submitted within fourteen (14) days of the Transaction through the Marketplace dispute mechanism or by writing to legal@zoryxon.com. Zoryxon will review refund requests and make determinations at its reasonable discretion. Where a refund is approved, the refunded amount equals the Purchase Price paid by the Buyer; the Platform Fee may or may not be refunded, at Zoryxon's discretion.

10.4 On-Chain Records and Refunds

On-chain Transaction records remain permanent regardless of refund or cancellation status. A supplementary on-chain attestation noting the refund or cancellation may be recorded as a matter of complete record-keeping. The original License grant attestation shall be marked as superseded or revoked through the applicable on-chain mechanism, but its underlying entry cannot be deleted.

10.5 Listing Cancellation by Seller

Sellers may cancel their own Listings at any time. Cancellation of a Listing prevents future Transactions against the cancelled Listing but does not affect Licenses already granted through completed Transactions.

10.6 Mandatory Consumer Rights

Nothing in this Section 10 limits any non-waivable rights that a Buyer may have under applicable consumer protection law in the Buyer's jurisdiction.

11. Disputes Between Buyers and Sellers

11.1 Direct Resolution

Zoryxon encourages Buyers and Sellers to attempt to resolve disputes directly and in good faith.

11.2 Marketplace Dispute Mechanism

Where direct resolution is not achieved, either party may submit a dispute through the Marketplace dispute mechanism or by contacting legal@zoryxon.com.

11.3 Non-Binding Mediation

Zoryxon may, in its sole discretion and without obligation, facilitate non-binding mediation of Marketplace disputes. Any mediation undertaken by Zoryxon is provided as a courtesy, is non-binding, and shall not be construed as legal advice or as creating any duty or fiduciary relationship.

11.4 Protective Measures

Pending resolution of a Disputed Transaction, Zoryxon reserves the right to:

• 11.4.1 suspend the affected Listing or Listings;
• 11.4.2 withhold Payouts attributable to the disputed Transaction or Transactions;
• 11.4.3 record supplementary on-chain attestations noting the disputed status; and
• 11.4.4 take any other action it reasonably deems appropriate to protect the integrity of the Marketplace, the parties, or third parties.

11.5 Escalation

Disputes that are not resolved through the foregoing procedures shall be subject to the dispute resolution provisions of the Terms of Service, which provide for binding arbitration seated in Canton, Ohio (Stark County), under the Commercial Arbitration Rules of the American Arbitration Association, with a class-action waiver and a small-claims-court carve-out. Nothing in this Section 11 limits a party's right to seek injunctive relief in any court of competent jurisdiction with respect to intellectual property rights.

12. Intellectual Property and DMCA

12.1 Retention of Rights by Sellers

Sellers retain all right, title, and interest in and to their Content (other than the limited operational license granted to Zoryxon under Section 4.4 and the License granted to the Buyer pursuant to a Transaction). Buyers acquire only the rights expressly set forth in the applicable License Terms.

12.2 DMCA and Other IP Notices

Allegations of intellectual property infringement are handled in accordance with the DMCA Policy. Upon receipt of a valid takedown notice, Zoryxon shall remove or disable access to the affected Listing and associated off-chain content. On-chain Content Hashes and Trust Attestations remain permanent as described in Section 9.5, but the associated Marketplace functionality shall be disabled and any affected Listing shall be removed.

12.3 Repeat Infringers

The Seller account of any User who is determined to be a repeat infringer in accordance with the DMCA Policy shall be terminated, and pending Payouts may be withheld pending resolution of outstanding claims.

12.4 Counter-Notification

Sellers whose Listings are removed pursuant to a DMCA takedown may submit a counter-notification in accordance with the procedures set forth in the DMCA Policy and 17 U.S.C. § 512(g).

13. Prohibited Marketplace Conduct

Without limiting the prohibitions set forth in the Acceptable Use Policy or the Terms of Service, a User shall not, and shall not attempt to, engage in any of the following on or in connection with the Marketplace:

• 13.1 shill bidding, fake reviews, sock-puppet accounts, wash trading, coordinated price manipulation, or other forms of artificial market activity;
• 13.2 listing Content that the Seller does not own or does not have authority to license;
• 13.3 misrepresenting the nature, scope, originality, authorship, or License Terms of any Content;
• 13.4 circumventing the Marketplace to conduct off-platform transactions for the purpose of avoiding Platform Fees, sanctions screening, or compliance controls;
• 13.5 using the Marketplace to launder money, evade sanctions, finance terrorism, or facilitate any other unlawful activity;
• 13.6 interfering with the proper operation of the Marketplace, including by means of automated scraping, denial-of-service activity, or exploitation of bugs;
• 13.7 impersonating any other person or entity, including any Zoryxon personnel; and
• 13.8 any other conduct that violates the Acceptable Use Policy.

14. Seller Representations and Warranties

In addition to the representations and warranties set forth in Section 4.2, the Seller represents and warrants on a continuing basis throughout the term of each Listing and Transaction that:

• 14.1 the Seller has full power and authority to enter into and perform under these Marketplace Terms;
• 14.2 the Seller's execution and performance does not and will not violate any other agreement, court order, or applicable law to which the Seller is a party or by which the Seller is bound;
• 14.3 the Seller's Content does not contain malware, viruses, ransomware, or other harmful or unauthorized executable code;
• 14.4 all Listing information is accurate, current, and not misleading; and
• 14.5 the Seller will comply with all applicable laws, including consumer protection, advertising, privacy, export control, sanctions, and tax laws.

15. Buyer Representations and Warranties

By completing a Transaction, the Buyer represents and warrants that:

• 15.1 the Buyer has full legal capacity and authority to enter into the Transaction and to be bound by the applicable License Terms;
• 15.2 the Buyer will comply with the License Terms and will not use the Content beyond the scope of the License granted, including (without limitation) any restrictions on resale, sublicensing, modification, or training of artificial intelligence systems;
• 15.3 the Buyer is not located in, organized under the laws of, or ordinarily resident in any jurisdiction subject to comprehensive U.S. sanctions, and is not on any applicable sanctions list; and
• 15.4 the Buyer will comply with all applicable laws in connection with the Buyer's use of the Content.

16. Indemnification

16.1 Indemnification by Sellers

Each Seller shall defend, indemnify, and hold harmless Zoryxon, its affiliates, and their respective officers, directors, employees, agents, and representatives (collectively, the "Zoryxon Indemnitees") from and against any and all claims, demands, losses, liabilities, damages, fines, penalties, costs, and expenses (including reasonable attorneys' fees) arising out of or relating to:

• 16.1.1 the Seller's Content or Listings;
• 16.1.2 the Seller's breach of these Marketplace Terms or any other Zoryxon policy;
• 16.1.3 the Seller's infringement, misappropriation, or violation of any third-party intellectual property right or other proprietary or personal right;
• 16.1.4 the Seller's violation of any applicable law; and
• 16.1.5 the Seller's tax obligations arising from Transactions on the Marketplace.

16.2 Indemnification by Buyers

Each Buyer shall defend, indemnify, and hold harmless the Zoryxon Indemnitees from and against any and all claims, demands, losses, liabilities, damages, fines, penalties, costs, and expenses (including reasonable attorneys' fees) arising out of or relating to:

• 16.2.1 the Buyer's use of licensed Content outside the scope of the applicable License Terms;
• 16.2.2 the Buyer's breach of these Marketplace Terms or any other Zoryxon policy; and
• 16.2.3 the Buyer's violation of any applicable law.

16.3 Procedure

The Zoryxon Indemnitees shall: (a) promptly notify the indemnifying party in writing of any claim subject to indemnification; (b) reasonably cooperate, at the indemnifying party's expense, in the defense of the claim; and (c) permit the indemnifying party to control the defense and settlement of the claim, provided that no settlement that imposes liability or admission of fault on a Zoryxon Indemnitee shall be entered into without that Indemnitee's prior written consent. The Zoryxon Indemnitees may, at their own expense, participate in the defense with counsel of their choice.

17. Limitation of Liability

17.1 Aggregate Cap

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, ZORYXON'S AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THESE MARKETPLACE TERMS, THE MARKETPLACE, OR ANY USER'S USE THEREOF, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR UNDER ANY OTHER THEORY, SHALL NOT EXCEED THE TOTAL PLATFORM FEES ACTUALLY RECEIVED BY ZORYXON FROM THE APPLICABLE USER IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

17.2 Excluded Damages

IN NO EVENT SHALL ZORYXON BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, GOODWILL, BUSINESS OPPORTUNITIES, USE, OR DATA, ARISING OUT OF OR RELATING TO THESE MARKETPLACE TERMS OR THE MARKETPLACE, EVEN IF ZORYXON HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

17.3 Specific Exclusions

Without limiting Sections 17.1 or 17.2, Zoryxon shall not be liable for:

• 17.3.1 the accuracy, legality, originality, authenticity, fitness, or non-infringement of any Content or Listing;
• 17.3.2 the Seller's ability or willingness to fulfill License grants;
• 17.3.3 the Buyer's compliance with License Terms;
• 17.3.4 acts, omissions, errors, downtime, or failures of third-party payment processors, blockchain networks, RPC providers, or other sub-processors;
• 17.3.5 blockchain network outages, congestion, reorganizations, or fluctuations in gas prices; and
• 17.3.6 any Disputed Transaction or its outcome.

17.4 Mandatory-Law Carve-Out

Nothing in this Section 17 limits any liability that cannot be limited or excluded under applicable law, including liability for fraud or willful misconduct.

18. Modification of Marketplace Terms

Zoryxon may modify these Marketplace Terms from time to time. Zoryxon shall provide notice of material changes not less than thirty (30) days in advance of the effective date, by means of in-product notice, email to the address on file, or update of the "Last Updated" date with conspicuous notice on the Marketplace. Continued listing of Content or completion of Transactions on or after the effective date constitutes acceptance of the modified Marketplace Terms. Material changes may require Sellers to affirmatively re-accept the modified Marketplace Terms before continuing to list Content.

19. Termination and Effect on Marketplace Activity

19.1 Termination by Zoryxon

Zoryxon may suspend or terminate any User's access to the Marketplace, in whole or in part, with or without notice, for: (a) breach of these Marketplace Terms or any other Zoryxon policy; (b) conduct that Zoryxon reasonably believes is unlawful or harmful to other Users, Zoryxon, or third parties; (c) repeated Disputed Transactions; (d) failure to maintain the required subscription tier or identity verification; or (e) as required by applicable law or legal process.

19.2 Termination by Seller

A Seller may terminate the Seller's Marketplace participation by removing all Listings and notifying Zoryxon. Termination does not relieve the Seller of obligations arising prior to termination, including with respect to completed Transactions.

19.3 Effect of Termination

• 19.3.1 Active Listings shall be removed from public view.
• 19.3.2 Pending Payouts shall be processed in accordance with applicable law and these Marketplace Terms, less any amounts owed to Zoryxon, pending chargebacks or reversals, or amounts subject to a Disputed Transaction.
• 19.3.3 Licenses previously granted to Buyers through completed Transactions shall survive termination in accordance with their on-chain License Terms.
• 19.3.4 On-chain Transaction records shall remain immutable as described in Section 9.5.

19.4 Survival

The following Sections survive termination of these Marketplace Terms or any User's access to the Marketplace: 2 (Definitions), 3.2 through 3.5 (Role and Relationship), 4.4 (License to Zoryxon), 5.2 and 5.3 (Buyer acknowledgments and responsibilities), 7.3 and 7.4 (License recording and non-adjudication), 9.5 (Finality of On-Chain Records), 10 (Refunds and Cancellations), 11 (Disputes), 12 (IP and DMCA), 13 (Prohibited Conduct, with respect to obligations accrued prior to termination), 14 and 15 (Representations and Warranties), 16 (Indemnification), 17 (Limitation of Liability), 19.3 and 19.4 (Effect and Survival), 20 (Governing Law and Dispute Resolution), 21 (Severability), and 22 (Contact).

20. Governing Law and Dispute Resolution

20.1 Governing Law

These Marketplace Terms are governed by, and shall be construed in accordance with, the laws of the State of Ohio, United States, without regard to its conflict-of-laws principles, except to the extent that federal law (including the U.S. Copyright Act and the Federal Arbitration Act) applies.

20.2 Binding Arbitration

Any dispute arising out of or relating to these Marketplace Terms shall be resolved by binding arbitration in accordance with the dispute resolution provisions of the Terms of Service. Arbitration shall be administered by the American Arbitration Association under its Commercial Arbitration Rules, shall be seated in Canton, Ohio (Stark County), and shall be conducted by a single arbitrator. Judgment upon the award rendered by the arbitrator may be entered in any court of competent jurisdiction.

20.3 Class-Action Waiver

EACH PARTY AGREES THAT ANY DISPUTE RESOLUTION PROCEEDINGS WILL BE CONDUCTED ONLY ON AN INDIVIDUAL BASIS AND NOT AS A CLASS, CONSOLIDATED, OR REPRESENTATIVE ACTION. The arbitrator may not consolidate more than one person's claims and may not preside over any form of representative or class proceeding.

20.4 Carve-Outs

Nothing in this Section 20 prevents either party from seeking injunctive or other equitable relief in any court of competent jurisdiction with respect to intellectual property rights or from bringing individual claims in small-claims court that qualify for adjudication therein.

21. Severability

If any provision of these Marketplace Terms is held by a court or arbitrator of competent jurisdiction to be invalid, illegal, or unenforceable in any respect, that provision shall be enforced to the maximum extent permissible so as to effect the intent of the parties, and the validity, legality, and enforceability of the remaining provisions shall not in any way be affected or impaired.

22. Contact Information

All notices and inquiries relating to these Marketplace Terms should be addressed to: