Terms of Service
Last Updated: July 12, 2022
Welcome to MintDrop Inc. (“MintDrop,” “we,” “us”, or “our”). MintDrop will act as a service provider and by agreeing with these Terms of Service (“Terms”) you are explicitly giving MintDrop permission to act on your behalf and fulfill our Service. As a Service provider, MintDrop will allow users to deploy smart contracts which customers can then mint tokens (known as NFTs). Additionally, MintDrop will provide analytics and community insights around any smart contracts they have launched or have been imported. These Terms govern your access to and use of the MintDrop's website, our APIs, and any other software, tools, features, or functionalities provided on or in connection with our Services; including without limitation using our Services for the creation of the User's NFT project and/or NFT collections and to then access, trade, view, explore, mint and create NFTs and use our tools, at your own discretion. MintDrop will facilitate a direct connection with others to purchase, sell, or transfer NFTs on public blockchains (collectively, the “Service”). “NFT” in these Terms means a non-fungible tokens complying with the ERC-721 standard, ERC-1155 standard or similar “non-fungible” token standard implemented on a blockchain (such as the Ethereum, Solana, Flow or Polygon), which uses smart contracts to link to or otherwise be associated with certain content or data.
For purposes of these Terms, “User”, “you”, and “your” means you as the User of the Service. If you use the Service on behalf of a company or other entity then “you” includes you and that entity, and you represent and warrant that (a) you are an authorized representative of the entity with all requisite capacity, power and authority to bind the entity and accept these Terms, (b) you agree to these Terms on the entity's behalf, and c) you are able to carry out and perform its obligations under these Terms.
PLEASE READ THESE TERMS OF SERVICE CAREFULLY AS THEY CONTAIN IMPORTANT INFORMATION AND AFFECT YOUR LEGAL RIGHTS. AS OUTLINED IN SECTION 17 BELOW, THEY INCLUDE A MANDATORY ARBITRATION AGREEMENT AND CLASS ACTION WAIVER WHICH (WITH LIMITED EXCEPTIONS) REQUIRE ANY DISPUTES BETWEEN US TO BE RESOLVED THROUGH INDIVIDUAL ARBITRATION RATHER THAN BY A JUDGE OR JURY IN COURT.
BY CLICKING TO ACCEPT AND/OR USING OUR SERVICE, YOU AGREE TO BE BOUND BY THESE TERMS AND ALL OF THE TERMS INCORPORATED HEREIN BY REFERENCE. IF YOU DO NOT AGREE TO THESE TERMS, YOU MAY NOT ACCESS OR USE THE SERVICE.
MintDrop is not a wallet provider, exchange, broker, financial institution, or creditor. MintDrop allows users to deploy smart contracts which customers can then mint tokens (also known as NFTs). Additionally, MintDrop provides analytics and community insights around any smart contracts they have launched or have been imported.
We are a Service provider platform that facilitates a Service to its Users and do not execute or effectuate purchases, transfers, or sales of NFTs. To use our Service, you must use a third-party wallet which allows you to engage in transactions on blockchains.
MintDrop is not party to any agreement between any Users. You bear full responsibility for verifying the identity, legitimacy, and authenticity of NFTs that you purchase from third-party Sellers using the Service and we make no claims about the identity, legitimacy, functionality, or authenticity of Users, NFTs, or Collectibles (and any content associated with such NFTs) visible on the Service.
Because we have a growing number of Services, we sometimes need to provide additional terms for specific Services (and such Services are deemed part of the “Service” hereunder and shall also be subject to these Terms). Those additional terms and conditions, which are available with the relevant service, then become part of your agreement with us if you use those Services. In the event of a conflict between these Terms and any additional applicable terms we may provide for a specific service, such additional terms shall control for that specific service.
MintDrop reserves the right to change or modify these Terms at any time and in our sole discretion. If we make material changes to these Terms, we will use reasonable efforts to provide notice of such changes, such as by updating the “Last Updated” date at the beginning of these Terms. By continuing to access or use the Service, you confirm your acceptance of the revised Terms and all of the terms incorporated therein by reference effective as of the date these Terms are updated. It is your sole responsibility to review the Terms from time to time to view such changes and to ensure that you understand the terms and conditions that apply when you access or use the Service.
1. ACCESSING THE SERVICE
Like much of web3, your blockchain address functions as your identity on MintDrop. Accordingly, you will need a blockchain address and a third-party wallet to access the Service. Your account on the service (“Account”) will be associated with your blockchain address.
1.1. Your Account on MintDrop will be associated with your linked blockchain address and display the NFTs or Collectibles for that blockchain address (and, if applicable, any content associated with such NFTs or Collectibles). By using your wallet in connection with the Service, you agree that you are using that wallet under the terms and conditions of the applicable provider of the wallet. Wallets are not operated by, maintained by, or affiliated with MintDrop, and MintDrop does not have custody or control over the contents of your wallet and has no ability to retrieve or transfer its contents. MintDrop accepts no responsibility for, or liability to you, in connection with your use of a wallet and makes no representations or warranties regarding how the Service will operate with any specific wallet. You are solely responsible for keeping your wallet secure and you should never share your wallet credentials or seed phrase with anyone. If you discover an issue related to your wallet, please contact your wallet provider. Likewise, you are solely responsible for your Account and any associated wallet and we are not liable for any acts or omissions by you in connection with your Account or as a result of your Account or wallet being compromised. You agree to immediately notify us if you discover or otherwise suspect any security issues related to the Service or your Account (you can contact us at [email protected]).
1.2. You also represent and warrant that you will comply with all applicable laws (e.g., local, state, federal and other laws) when using the Service. Without limiting the foregoing, by using the Service, you represent and warrant that: (a) you are not located in a country that is subject to a U.S. Government embargo; and (b) you have not been identified as a Specially Designated National or placed on any U.S. Government list of prohibited, sanctioned, or restricted parties. If you access or use the Service outside the United States, you are solely responsible for ensuring that your access and use of the Service in such country, territory or jurisdiction does not violate any applicable laws.
1.3. MintDrop may require you to provide additional information and documents in certain circumstances, such as at the request of any government authority, as any applicable law or regulation dictates, or to investigate a potential violation of these Terms. In such cases, MintDrop, in its sole discretion, may disable your Account and block your ability to access the Service until such additional information and documents are processed by MintDrop. If you do not provide complete and accurate information in response to such a request, MintDrop may refuse to restore your access to the Service.
1.4. We strive to keep the Service available 24/7/365, however, your access and use of the Service may be interrupted from time to time for any of several reasons, including, without limitation, the malfunction of equipment, periodic updating, maintenance, or repair of the Service or other actions that MintDrop, in its sole discretion, may elect to take.
1.5. Age. We require all Users to be at least 18 years old. If you are at least 13 years old but under 18 years old, you may only use MintDrop through a parent or guardian's Account and with their approval and oversight. That account holder is responsible for your actions using the Account. It is prohibited to use our Service if you are under 13 years old.
1.6. Security. Each User must establish login credentials to access the Service and is responsible for maintaining the confidentiality of such credentials. You must immediately inform MintDrop of any suspected unauthorized use of the Service. MintDrop cannot and will not be liable for any loss or damage arising from a failure to safeguard Account credentials or unauthorized use of such credentials.
2.1. The Service, including its “look and feel” e.g., text, graphics, images, logos, page headers, button icons, and scripts, proprietary content, information and other materials, and all content and other materials contained therein, including, without limitation, the MintDrop logo and all designs, text, graphics, pictures, data, software, sound files, other files, and the selection and arrangement thereof are the proprietary property of MintDrop or our affiliates, licensors, or Users, as applicable, and you agree not to take any action(s) inconsistent with such ownership interests. We and our affiliates, licensors, and Users, as applicable, reserve all rights in connection with the Service and its content, including, without limitation, the exclusive right to create derivative works.
2.2. MintDrop's name, logo, trademarks, and any MintDrop product or service names, designs, logos, and slogans are the intellectual property of MintDrop or our affiliates or licensors and may not be copied, imitated or used, in whole or in part, without our prior written permission in each instance. You may not use any metatags or other “hidden text” utilizing “MintDrop” or any other name, trademark or product or service name of MintDrop or our affiliates or licensors without our prior written permission. In addition, the “look and feel” of the Service constitutes the service mark, trademark or trade dress of MintDrop and may not be copied, imitated or used, in whole or in part, without our prior written permission.
2.3. All other third-party trademarks, registered trademarks, and product names mentioned on the Service or contained in the content linked to or associated with any NFTs displayed on the Service Platform are the property of their respective owners and may not be copied, imitated or used, in whole or in part, without the permission of the applicable Intellectual Property (IP) rights holder. Section 2 of the Terms shall refer to and include any IP right contained in both, the smart contract software code and the NFT itself. Moreover, reference to any products, Services, processes or other information by name, trademark, manufacturer, supplier or otherwise does not constitute or imply endorsement, sponsorship, or recommendation by MintDrop.
2.4. We welcome feedback, comments, and suggestions for improvements to the Service (“Feedback”). You acknowledge and expressly agree that any contribution of Feedback is voluntary and does not and will not give or grant you any right, title, or interest in the Service or in any such Feedback. You agree that MintDrop may use and disclose Feedback in any manner and for any purpose whatsoever without further notice or compensation to you and without retention by you of any proprietary or other right or claim. You hereby assign to MintDrop any and all right, title, and interest (including, but not limited to, any patent, copyright, trade secret, trademark, show-how, know-how, moral rights and any and all other intellectual property right) that you may have in and to any and all Feedback.
3. LICENSE TO ACCESS AND USE OUR SERVICE AND CONTENT
3.1 MintDrop provides a Service to our Users and it is not responsible for User's transactions on the site. MintDrop shall have the right, but not the obligation, to monitor the content of the Service Platform to determine compliance with its Terms and any operating rules established by MintDrop and to satisfy any law, regulation or authorized government request. MintDrop may reject or remove items that we determine do not meet our standards.
3.2 You are hereby granted a limited, nonexclusive, nontransferable, nonsublicensable, revocable and personal license to access and use the Service provided, however, that such license is subject to your compliance with these Terms. You also agree not to engage, or assist, in any activity that violates any law, statute, ordinance, regulation, or sanctions program, including but not limited to the U.S. Department of Treasury's Office of Foreign Assets Control (“OFAC”), or that involves proceeds of any unlawful activity. If any software, content, or other materials owned by, controlled by, or licensed to us are distributed or made available to you as part of your use of the Service, we hereby grant you a non-commercial, personal, non-assignable, non-sublicensable, non-transferrable, and non-exclusive right and license to access and display such software, content, and materials provided to you as part of the Service, in each case for the sole purpose of enabling you to use the Service as permitted by these Terms, provided that your license in any content linked to or associated with any NFTs is solely as set forth by the applicable Seller or creator of such NFT.
3.3 Restrictions. Except as explicitly permitted in these Terms, you may not, directly or indirectly: (i) modify or create derivative works of the Service; (ii) decompile, reverse engineer, or translate any portion of the Service into human-readable form (except to the extent expressly allowed by applicable law); (iii) rent, lease, share, distribute, or sell the Service to any third party, including on a service bureau or similar basis; (iv) remove, alter or deface proprietary notices or marks in the Service or Documentation; (v) disclose the results of testing or benchmarking of the Service; (vi) circumvent or disable the Service's security, copyright protection, or license management mechanisms, (vii) interfere with the Service's operation; (viii) use the Service to violate the law or the rights of any third party; (ix) use any data mining, robots, or similar data gathering or extraction methods on the Site Content; or (x) attempt to do any of the foregoing. MintDrop may take any actions it deems reasonable, including denying access to Users, suspending a MintDrop account, or terminating your subscription for any breach of this Section.
3.4 Third-Party Content and Services. As a peer-to-peer web3 service, MintDrop helps you mint NFTs and Collectibles as well as interact with different blockchains. MintDrop does not make any representations or warranties as to the quality, origin, or ownership of any third-party content visible through our Service Platform, including any content associated with NFTs or Collectibles displayed on the Service Platform. The User will bear responsibility for verifying the legitimacy, authenticity, and legality of NFTs that you purchase from third-party Sellers. We also cannot guarantee that any NFTs or Collectibles visible on on the Service Platform will always remain visible and/or available to be bought, sold, or transferred.
3.5 While MintDrop provides the Service for its Users, all of the User's transactions (i) are solely between the applicable Buyer and Seller of the NFT; (ii) will bear no liability to MintDrop as to either the Buyer or Seller of NFTs with respect to such transaction; and (iii) regarding the Buyer's license rights to the User are solely determined by the Seller. Transactions under this paragraph shall be understood as any interaction between MintDrop's User and the User's own customers.
3.6 NFTs and Collectibles may be subject to terms directly between Buyers and Sellers with respect to the use of the NFT content and benefits associated with a given NFT or Collectible (“Purchase Terms”). For example, when you click to get more details about any of the NFTs visible on the Service Platform, you may notice a third party link to the creator's website. Such website may include Purchase Terms governing the use of the NFT that you will be required to comply with. MintDrop is not a party to any such Purchase Terms, which are solely between the Buyer and the Seller. The Buyer and Seller are entirely responsible for communicating, promulgating, agreeing to, and enforcing Purchase Terms. You are solely responsible for reviewing such Purchase Terms.
3.7 The Service may also contain links or functionality to access or use third-party websites (“Third-Party Websites”) and applications (“Third-Party Applications”), or otherwise display, include, or make available content, data, information, Services, applications, or materials from third parties (“Third-Party Materials”). When you click on a link to, or access and use, a Third-Party Website or Third-Party Application, though we may not warn you that you have left our Service, you are subject to the terms and conditions (including privacy policies) of another website or destination. Such Third-Party Websites, Third-Party Applications, and Third-Party Materials are not under the control of MintDrop, and may be “open” applications for which no recourse is possible. MintDrop is not responsible or liable for any Third-Party Websites, Third-Party Applications, and Third-Party Materials. The Service Platform will allow its Users to provide links to these Third-Party Websites and Third-Party Applications only as a convenience and does not review, approve, monitor, endorse, warrant, or make any representations with respect to Third-Party Websites or Third-Party Applications, or their products or services or associated Third-Party Materials. You use all links in Third-Party Websites, Third-Party Applications, and Third-Party Materials at your own risk.
4. USER CONDUCT
4.1. Openness is one of our most prized values, and we're committed to providing people from all walks of life and varying experience levels with web3 with a colorful lens into different blockchains. However, to protect our community and comply with our legal obligations, we reserve the right to take action, with or without advance notice, if we believe you have violated these Terms. This may include: removing the ability to view certain NFTs or Collectibles on the Service Platform or use our Service to interact with the NFTs or Collectibles; disabling the ability to use the Service in conjunction with buying/selling/transferring NFTs available on blockchains; disabling your ability to access our Service; and/ or take any other steps that we deem appropriate in such case.
4.2. You agree that you will not violate any law, contract, intellectual property or other third-party right, and that you are solely responsible for your conduct and content, while accessing or using the Service. You also agree that you will not:
a) Use or attempt to use another User's Account without authorization from such User;
b) Pose as another person or entity;
c) Claim a MintDrop Username for the purpose of reselling it or otherwise engage in name squatting;
d) Access the Service from a different blockchain address if we've blocked any of your other blockchain addresses from accessing the Service, unless you have our written permission first;
e) Distribute spam, including through sending unwanted NFTs to other Users;
f) Use the Service – including through disseminating any software or interacting with any API – that could damage, disable, overburden, or impair the functioning of the Service in any manner;
g) Bypass or ignore instructions that control access to the Service, including attempting to circumvent any rate limiting systems by using multiple API keys, directing traffic through multiple IP addresses, or otherwise obfuscating the source of traffic you send to MintDrop;
h) Use any data mining, robot, spider, crawler, scraper, script, browser extension, offline reader, or other automated means or interface not authorized by us to access the Service, extract data, or otherwise interfere with or modify the rendering of Service pages or functionality;
i) Reverse engineer, duplicate, decompile, disassemble, or decode any aspect of the Service, or do anything that might discover source code or bypass or circumvent measures employed to prevent or limit access to any service, area, or code of the Service;
j) Sell or resell the Service or attempt to circumvent any MintDrop fee systems;
k) Engage in behaviors that have the intention or the effect of artificially causing an item or Collection to appear at the top of search results, or artificially increasing view counts, favorites, or other metrics that MintDrop might use to sort search results;
l) Use the Service or data collected from our Service for any advertising or direct marketing activity (including without limitation, email marketing, SMS marketing, and telemarketing);
m) Use the Service for money laundering, terrorist financing, or other illicit finance;
n) Use the Service from a country sanctioned by the government of the United States or to facilitate transactions involving individuals sanctioned by the government of the United States or located in sanctioned countries;
o) Use the Service to carry out any financial activities subject to registration or licensing, including but not limited to creating, selling, or buying securities, commodities, options, or debt instruments;
p) Use the Service to create, sell, or buy NFTs or other items that give owners rights to participate in an ICO or any securities offering, or that are redeemable for securities, commodities, or other financial instruments;
q) Use the Service to engage in price manipulation, fraud, or other deceptive, misleading, or manipulative activity;
r) Use the Service to buy, sell, or transfer stolen items, fraudulently obtained items, items taken without authorization, and/or any other illegally obtained items;
s) Infringe or violate the intellectual property rights or any other rights of others;
t) Create or display illegal content, such as content that may involve child sexual exploitation;
u) Create or display NFTs or other items that promote suicide or self-harm, incites hate or violence against others, or doxes another individual;
v) Use the Service for any illegal or unauthorized purpose, including creating or displaying illegal content, or encouraging or promoting any activity that violates the Terms of Service;
w) Use the Service in any manner that could interfere with, disrupt, negatively affect or inhibit other Users from fully enjoying the Service;
x) Use the Services by or on behalf of a competitor of MintDrop or competing platform or service for the purpose of interfering with the Service to obtain a competitive advantage;
y) Use the Services in connection with surveys, contests, pyramid schemes, chain letters, junk email, spamming, or any duplicative or unsolicited messages (commercial or otherwise);
z) Engage in or knowingly facilitate any “front-running,” “wash trading,” “pump and dump trading,” “ramping,” “cornering” or fraudulent, deceptive or manipulative trading activities, including:
i. trading a Collectible at successively lower or higher prices for the purpose of creating or inducing a false, misleading or artificial appearance of activity in such NFT or Collectible, unduly or improperly influencing the market price for such NFT or Collectible or establishing a price which does not reflect the true state of the market in such NFT or Collectible;
ii. for the purpose of creating or inducing a false or misleading appearance of activity in an NFT or Collectible or creating or inducing a false or misleading appearance with respect to the market in a Collectible:
● executing or causing the execution of any transaction in an NFT or Collectible which involves no material change in the beneficial ownership thereof; or
● entering any order for the purchase or sale of a Collectible with the knowledge that an order of substantially the same size, and at substantially the same price, for the sale of such Collectible, has been or will be entered by or for the same or different parties; or
iii. participating in, facilitating, assisting or knowingly transacting with any pool, syndicate or joint account organized for the purpose of unfairly or deceptively influencing the market price of an NFT or Collectible;
aa) utilize the Services to transact in securities, commodities futures, trading of commodities on a leveraged, margined or financed basis, binary options (including prediction-market transactions) or other similar transactions;
bb) utilize the Services to buy, sell or advertise personal, professional or business Services;
cc) utilize the Services to engage in token-based or other financings of a business, enterprise, venture, DAO, software development project or other initiative, including ICOs, DAICOs, IEOs, “yield farming” or other token-based fundraising events; or
dd) utilize the Services primarily as a general-purpose communications or messaging or social networking platform.
Finally, by using the Service, you understand the importance of DYOR – doing your own research. You bear full responsibility for verifying the authenticity, legitimacy, identity, and other details about any NFT, Collection, or account that you utilize or otherwise interact with in conjunction with our Service. We make no guarantees or promises about the identity, legitimacy, or authenticity of any NFT, Collection, or account on the Service.
5. USER KNOWLEDGE.
User is knowledgeable, experienced and sophisticated in using and evaluating blockchain and related technologies and assets, including Ethereum, NFTs, Collectibles, “smart contracts” and, other blockchains. User has conducted its own thorough independent investigation and analysis of MintDrop's Site Platform, the Service and the other matters contemplated by these Terms, and has not relied upon any information, statement, omission, representation or warranty, express or implied, written or oral, made by or on behalf of MintDrop in connection therewith, except as expressly set forth by MintDrop in these Terms.
6. INTELLECTUAL PROPERTY RIGHTS
6.1. We own the Service and all information about its use that does not allow for the identification of individuals. You own your content. We may use any feedback you provide about the Service without compensating you.
6.2. You are solely responsible for your use of the Service and for any information you provide, including compliance with applicable laws, rules, and regulations, as well as these Terms, including the User Conduct requirements outlined above.
6.3. By using the Service in conjunction with creating, submitting, posting, promoting, or displaying content, or by complying with MintDrop's metadata standards in your metadata API responses, you grant us a worldwide, non-exclusive, sublicensable, royalty-free license to use, copy, modify, and display any content, including but not limited to text, materials, images, files, communications, comments, feedback, suggestions, ideas, concepts, questions, data, or otherwise, that you submit or post on or through the Service for our current and future business purposes, including to provide, promote, and improve the Service. This includes any digital file, art, or other material linked to or associated with any NFTs or Collectibles that are displayed on MintDrop's Site Platform.
6.4. MintDrop does not claim that submitting, posting, or displaying this content on or through the Service gives MintDrop any ownership of the content. We're not saying we own it. We're just saying we might use it and show it off a bit.
6.5. You represent and warrant that you have, or have obtained, all rights, licenses, consents, permissions, power and/or authority necessary to grant the rights granted herein for any content that you create, submit, post, promote, or display on or through the Service. You represent and warrant that such content does not contain material subject to copyright, trademark, publicity rights, or other intellectual property rights, unless you have necessary permission or are otherwise legally entitled to post the material and to grant MintDrop the license described above, and that the content does not violate any laws.
6.6. We may remove content from the Service Site that is reported as infringing the intellectual property rights of others, or that MintDrop believe does so.
6.7. MintDrop will take down works in response to Digital Millennium Copyright Act (“DMCA”) takedown notices and/or other intellectual property infringement claims and will terminate a User's access to the Service if the User is determined to be a repeat infringer. If you believe that your content has been copied in a way that constitutes copyright or trademark infringement, or violates your publicity or other intellectual property rights, please fill out our form here or you may submit written notice at:
Attn. DMCA Notice
4235 Hillsboro Pike, Ste 300 #696,
Nashville TN 37215
Email: [email protected]
6.8 For us to process your infringement claim regarding content on the Service, you must be the rightsholder or someone authorized to act on behalf of the rightsholder. We encourage you to use our form to help ensure the requisite information is included in your notice. If you choose to write to us by e-mail or physical mail instead, your notice must include:
a) Identification of the copyrighted work(s), trademark, publicity rights, or other intellectual property rights that you claim is being infringed;
b) Identification of the allegedly infringing material that is requested to be removed, including a description of the specific location (i.e., urls) on the Service of the material claimed to be infringing, so that we may locate the material;
c) Your contact information – at a minimum, your full legal name (not pseudonym) and email address;
d) A statement that the User consents to the jurisdiction of the Federal District Court for the judicial district in which your address is located, or if the User's address is outside of the United States, any jurisdiction in which the User may be properly served, and that the User will accept service of process from the person (or their agent) who filed the original DMCA notice;
e) A declaration that contains all of the following:
i. A statement that you have a good faith belief that use of the material in the manner complained of is not authorized by the intellectual property rights owner, its agent, or the law;
ii. A statement that the information in the notice is accurate; and
iii. the following statement: “I swear, UNDER PENALTY OF PERJURY, that I have a good-faith belief that the material was removed or disabled due to a mistake or misidentification of the material to be removed or disabled”.
b) Your physical or electronic signature (of your full legal name).
Please note that we will forward your notice of intellectual property infringement, including your contact information, to the party who will have their content removed so they understand why it is no longer available on the Site Platform and can also contact you to resolve any dispute.
6.9 DMCA Counter-Notices. If a User believes that a User's material has been removed by mistake or misidentification, the User may provide MintDrop with a written counter notification containing the information stated in section 6.8.
6.10 Upon receipt of a valid counter notification, MintDrop will forward it to the party who submitted the original DMCA notification. The original party (or their representative) will then have fifteen (15) days to notify MintDrop that he or she has filed legal action relating to the allegedly infringing material. If MintDrop does not receive any such notification within 15 days, MintDrop may restore the material into their Service Platform.
7. FEES, COMMISSIONS, ROYALTIES AND OTHER CHARGES
7.1 Fees. Creating, buying, selling or transferring Collectibles may be subject to fees, commissions, royalties and other charges (“Fees”) established from time to time in the sole discretion of MintDrop, a participant in the Ethereum, Solana, Flow, or Polygon ecosystem. On the date of initial publication of these Terms, Fees include: (a) service fees established by and payable to MintDrop; (b) commissions on secondary sales of Collectibles, established by and payable to the creators of such Collectibles; and (c) “gas” (fees paid to Ethereum miners in ETH through Users' independent wallet applications as consideration for mining the Users' transactions). Service fees may be adjusted from time to time in the sole discretion of MintDrop. Commissions are set in the sole discretion of the Collectible creator and may range from 0% to 10%. “Gas” fees are set by the User through the User's independent Ethereum wallet application, based on the market conditions on Ethereum.
7.2 Forms of Payment. Fees may be paid or payable solely in the manner determined in the sole discretion of MintDrop. On the date of initial publication of these Terms, all Fees must be paid in ETH or USDC. This will be charged automatically during minting process.
7.3 The technology utilized in delivering the Services depends on public peer-to-peer networks such as Ethereum, Solana, Flow or Polygon that are not under the control or influence of MintDrop and are subject to many risks and uncertainties. MintDrop may have limited or no ability to change such technologies other than by ceasing to support certain “smart contracts” and adding support for new “smart contracts”. Users are solely responsible for the safekeeping of the private key associated with the blockchain address used to participate in the Service. MintDrop will not be able to restore or issue any refund in respect of any Collectibles or NFTs due to lost private keys. If a User is not able to spend or use a Collectible or NFT due to loss or theft of the corresponding private key or otherwise, a User will be unable to exercise their rights with respect to such Collectible or NFT.
7.4 No Refunds. All transactions involving the Service are final. All Fees relating are non-refundable except at the sole discretion of MintDrop (for service fees and other fees within its control) or applicable third parties (Collectibles creators, Ethereum miners, etc.).
8. COMMUNICATION PREFERENCES
By creating an Account, you consent to receive electronic communications from MintDrop (e.g., via email, push notification, text messages, or other types of messages). These communications may include notices about your Account (e.g., transactional information) and are part of your relationship with us. We may also send you product features and/or MintDrop's communications via email we think will be of interest to you. You understand that you are not required to provide this consent as a condition of using the Service and you may opt out of these communications through the Service or through your mobile device's operating system (with the possible exception of important service announcements and administrative messages) by following the unsubscribe instructions provided.
9. CONFIDENTIAL INFORMATION
We will each keep the other's sensitive information safe, and only use it as necessary.
9.1 “Confidential Information” means non-public or proprietary information in any form disclosed by or on behalf of either party that (i) is marked or identified as “confidential” or with a similar designation, or (ii) by its nature or the circumstances of its disclosure ought reasonably to be treated as confidential. The Service, documentation, and Usage Information is MintDrop's Confidential Information.
9.3 Exceptions. Confidential Information does not include information that is: (i) publicly available when disclosed or becomes publicly available without fault of the recipient after disclosure; (ii) rightfully learned by recipient from entities not bound to keep such information confidential, (iii) independently developed by recipient; or (iv) approved for unrestricted disclosure by the disclosing party. In addition, a recipient may disclose the other party's Confidential Information as required by court order or applicable law (provided that, to the extent legally permissible, the recipient promptly notifies the other party of such requirement and cooperates with the other party's reasonable efforts to prevent or limit the scope of such disclosure, at the other party's expense).
By agreeing to these Terms and accessing the Service, you agree, to the fullest extent permitted by applicable law, to indemnify, defend, and hold harmless MintDrop, and our respective past, present, and future employees, officers, directors, contractors, consultants, equity holders, suppliers, vendors, service providers, parent companies, subsidiaries, affiliates, agents, representatives, predecessors, successors, and assigns (individually and collectively, the “MintDrop Parties”), from and against all actual or alleged claims, damages, awards, judgments, losses, liabilities, obligations, penalties, interest, fees, expenses (including, without limitation, attorneys' fees and expenses), and costs (including, without limitation, court costs, costs of settlement, and costs of pursuing indemnification and insurance), of every kind and nature whatsoever, whether known or unknown, foreseen or unforeseen, matured or unmatured, or suspected or unsuspected, in law or equity, whether in tort, contract, or otherwise (collectively, “Claims”), including, but not limited to, damages to property or personal injury, that are caused by, arise out of or are related to (a) your use or misuse of the Service, content, NFTs, Collectibles or content linked to or associated with any NFTs (b) any Feedback you provide, (c) your violation or breach of any term of these Terms or applicable law, and (d) your violation of the rights of or obligations to a third party, including another User or third-party, and (e) your negligence or willful misconduct. You agree to promptly notify MintDrop of any Claims and cooperate with the MintDrop Parties in defending such Claims. You further agree that the MintDrop Parties shall have control of the defense or settlement of any Claims. THIS INDEMNITY IS IN ADDITION TO, AND NOT IN LIEU OF, ANY OTHER INDEMNITIES SET FORTH IN A WRITTEN AGREEMENT BETWEEN YOU AND MINTDROP.
11.1 YOUR ACCESS TO AND USE OF THE SERVICE IS AT YOUR OWN RISK. YOU UNDERSTAND AND AGREE THAT THE SERVICE IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS AND MINTDROP EXPRESSLY DISCLAIMS WARRANTIES OR CONDITIONS OF ANY KIND, EITHER EXPRESS OR IMPLIED. MINTDROP (AND ITS SUPPLIERS) MAKE NO WARRANTY OR REPRESENTATION AND DISCLAIM ALL RESPONSIBILITY FOR WHETHER THE SERVICE: (A) WILL MEET YOUR REQUIREMENTS; (B) WILL BE AVAILABLE ON AN UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE BASIS; OR (C) WILL BE ACCURATE, RELIABLE, COMPLETE, OR SAFE. MINTDROP DISCLAIMS ALL OTHER WARRANTIES OR CONDITIONS, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT. MINTDROP WILL NOT BE LIABLE FOR ANY LOSS OF ANY KIND FROM ANY ACTION TAKEN OR TAKEN IN RELIANCE ON MATERIAL OR INFORMATION, CONTAINED ON THE SERVICE. WHILE MINTDROP ATTEMPTS TO MAKE YOUR ACCESS TO AND USE OF THE SERVICE SAFE, MINTDROP CANNOT AND DOES NOT REPRESENT OR WARRANT THAT THE SERVICE, CONTENT, CONTENT LINKED TO OR ASSOCIATED WITH ANY NFTS, OR ANY NFTS YOU INTERACT WITH USING OUR SERVICE OR OUR SERVICE PROVIDERS' SERVERS ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. WE CANNOT GUARANTEE THE SECURITY OF ANY DATA THAT YOU DISCLOSE ONLINE. NO ADVICE OR INFORMATION, WHETHER ORAL OR OBTAINED FROM THE MINTDROP PARTIES OR THROUGH THE SERVICE, WILL CREATE ANY WARRANTY OR REPRESENTATION NOT EXPRESSLY MADE HEREIN. YOU ACCEPT THE INHERENT SECURITY RISKS OF PROVIDING INFORMATION AND DEALING ONLINE OVER THE INTERNET AND WILL NOT HOLD MINTDROP RESPONSIBLE FOR ANY BREACH OF SECURITY.
11.2 CONTROLLERS OF THE RELEVANT NETWORKS ASSUME NO RESPONSIBILITY OR LIABILITY TO YOU FOR ANY LOSS AND TAKE NO RESPONSIBILITY FOR, AND WILL NOT BE LIABLE TO YOU FOR, ANY USE OF NFTS, CONTENT, AND/OR CONTENT LINKED TO OR ASSOCIATED WITH NFTS, INCLUDING BUT NOT LIMITED TO ANY LOSSES, DAMAGES, OR CLAIMS ARISING FROM: (A) USER ERROR, INCORRECTLY CONSTRUCTED TRANSACTIONS, OR MISTYPED ADDRESSES; (B) SERVER FAILURE OR DATA LOSS; (C) UNAUTHORIZED ACCESS OR USE BY ANY THIRD PARTY ACTOR; (D) ANY UNAUTHORIZED THIRD-PARTY ACTIVITIES, INCLUDING WITHOUT LIMITATION THE USE OF VIRUSES, PHISHING, BRUTEFORCING OR OTHER MEANS OF ATTACK AGAINST THE SERVICE, NFTS OR COLLECTIBLES.
11.3 NFTS ARE INTANGIBLE DIGITAL ASSETS. THEY EXIST ONLY BY VIRTUE OF THE OWNERSHIP RECORD MAINTAINED IN THE ASSOCIATED NETWORK (E.G., ETHEREUM, SOLANA, FLOW OR POLYGON NETWORK). ANY TRANSFER OF TITLE THAT MIGHT OCCUR IN ANY UNIQUE DIGITAL ASSET OCCURS ON THE DECENTRALIZED LEDGER WITHIN THEIR RESPECTIVE PLATFORMS. MINTDROP AND/OR ANY OTHER MINTDROP PARTY CANNOT AFFECT OR OTHERWISE CONTROL THE TRANSFER OF TITLE OR RIGHT IN ANY MINTDROP'S NFTS OR UNDERLYING OR ASSOCIATED CONTENT OR ITEMS (E.G., ETHEREUM, SOLANA, FLOW OR POLYGON).
11.4 NO MINTDROP PARTY IS RESPONSIBLE OR LIABLE FOR ANY SUSTAINED LOSSES OR INJURY DUE TO VULNERABILITY OR ANY KIND OF FAILURE, ABNORMAL BEHAVIOR OF SOFTWARE (E.G., WALLET, SMART CONTRACT), BLOCKCHAINS OR ANY OTHER FEATURES OF THE NFTS. NO MINTDROP PARTY IS RESPONSIBLE FOR LOSSES OR INJURY DUE TO LATE REPORTS BY DEVELOPERS OR REPRESENTATIVES (OR NO REPORT AT ALL) OF ANY ISSUES WITH THE BLOCKCHAIN SUPPORTING THE NFTS, INCLUDING FORKS, TECHNICAL NODE ISSUES OR ANY OTHER ISSUES HAVING LOSSES OR INJURY AS A RESULT.
Some jurisdictions do not allow the exclusion of implied warranties in contracts with consumers, so the above exclusion may not apply to you.
12. ASSUMPTION OF RISK
You accept and acknowledge:
a) The value of an NFTs is subjective. Prices of NFTs are subject to volatility and fluctuations in the price of cryptocurrency can also materially and adversely affect NFT prices. The market value of any NFT or Collectible may decline below the price for which a User acquires such asset through MintDrop Platform or on any other platform. User acknowledges and agrees that the costs and speeds of transacting with cryptographic and blockchain-based systems such as Ethereum are variable and may increase or decrease dramatically at any time, resulting in prolonged inability to access or use any ETH, NFTs, or Collectibles associated with MintDrop Platform. You acknowledge that you fully understand this subjectivity and volatility and that you may lose money.
b) A lack of use or public interest in the creation and development of distributed ecosystems could negatively impact the development of those ecosystems and related applications, and could therefore also negatively impact the potential utility of NFTs.
c) The regulatory regime governing blockchain technologies, non-fungible tokens, cryptocurrency, and other crypto-based items is uncertain, and new regulations or policies may materially adversely affect the development of the Service and the utility of NFTs.
d) You are solely responsible for determining what, if any, taxes apply to your transactions. MintDrop is not responsible for determining the taxes that apply to your NFTs.
e) There are risks associated with purchasing items associated with content created by third parties through peer-to-peer transactions, including but not limited to, the risk of purchasing counterfeit items, mislabeled items, items that are vulnerable to metadata decay, items on smart contracts with bugs, and items that may become untransferable. You represent and warrant that you have done sufficient research before making any decisions to sell, obtain, transfer, or otherwise interact with any NFTs or accounts/Collections.
f) We do not control the public blockchains that you are interacting with and we do not control certain smart contracts and protocols that may be integral to your ability to complete transactions on these public blockchains. Additionally, blockchain transactions are irreversible and MintDrop has no ability to reverse any transactions on the blockchain.
g) There are risks associated with using Internet and blockchain based products, including, but not limited to, the risk associated with hardware, software, and Internet connections, the risk of malicious software introduction, and the risk that third parties may obtain unauthorized access to your third-party wallet or Account. You accept and acknowledge that MintDrop will not be responsible for any communication failures, disruptions, errors, distortions or delays you may experience when using the Service or any Blockchain network, however caused.
h) MintDrop utilizes experimental cryptographic technologies and blockchain technologies, including tokens, cryptocurrencies, stablecoins, “smart contracts,” consensus algorithms, voting systems and distributed, decentralized or peer-to-peer networks or systems in performing the Service. Each User acknowledges and agrees that such technologies are novel, experimental, and speculative, and that therefore there is significant uncertainty regarding the operation and effects and risks thereof and the application of existing law thereto.
i) Certain Risks of Smart Contract Technology. Collectibles and NFTs relevant to MintDrop Platform depend on smart contracts deployed to Ethereum, Solana, Polygon or Flow, some of which may be coded or deployed by persons other than MintDrop. Once deployed to Ethereum, Solana, Polygon or Flow, the code of smart contracts cannot be modified. In the event that smart contracts are adversely affected by malfunctions, bugs, defects, hacking, theft, attacks, negligent coding or design choices, or changes to the protocol rules of Ethereum, Solana, Polygon or Flow, Users may be exposed to a risk of total loss and forfeiture of all Collectibles and/or NFTs. MintDrop and its controllers of the relevant Networks assume no responsibility and no liability for any of the foregoing matters, except as otherwise expressly provided by these Terms or required by applicable law.
j) The Service relies on third-party platforms and/or vendors. If we are unable to maintain a good relationship with such platform providers and/or vendors; if the terms and conditions or pricing of such platform providers and/or vendors change; if we violate or cannot comply with the terms and conditions of such platforms and/or vendors; or if any of such platforms and/or vendors loses market share or falls out of favor or is unavailable for a prolonged period of time, access to and use of the Service will suffer.
k) MintDrop reserves the right to hide Collections, contracts, and items affected by any of these issues or by other issues. Items you purchase may become inaccessible on MintDrop. Under no circumstances shall the inability to view items on MintDrop or an inability to use the Service in conjunction with the purchase, sale, or transfer of items available on any blockchains serve as grounds for a claim against MintDrop.
l) If you have a dispute with one or more Users, YOU RELEASE US FROM CLAIMS, DEMANDS, AND DAMAGES OF EVERY KIND AND NATURE, KNOWN AND UNKNOWN, ARISING OUT OF OR IN ANY WAY CONNECTED WITH SUCH DISPUTES. IN ENTERING INTO THIS RELEASE YOU EXPRESSLY WAIVE ANY PROTECTIONS (WHETHER STATUTORY OR OTHERWISE) THAT WOULD OTHERWISE LIMIT THE COVERAGE OF THIS RELEASE TO INCLUDE THOSE CLAIMS WHICH YOU MAY KNOW OR SUSPECT TO EXIST IN YOUR FAVOR AT THE TIME OF AGREEING TO THIS RELEASE.
13. RISKS OF BLOCKCHAIN TECHNOLOGY
13.1 Regulatory Uncertainty. Blockchain technologies and digital assets are subject to many legal and regulatory uncertainties, and the MintDrop Platform, NFTs and Collectibles could be adversely impacted by one or more regulatory or legal inquiries, actions, suits, investigations, claims, fines or judgments, which could impede or limit the ability of User to continue the use and enjoyment of such assets and technologies.
13.2 Fork Handling. Ethereum, Flow, Solana or Polygon, the MintDrop Site Platform, the NFTs, and the Collectibles may be subject to “forks.” Forks occur when some or all persons running the software clients for a particular blockchain system adopt a new client or a new version of an existing client that: (i) changes the protocol rules in backwards-compatible or backwards-incompatible manner that affects which transactions can be added into later blocks, how later blocks are added to the blockchain, or other matters relating to the future operation of the protocol; or (ii) reorganizes or changes past blocks to alter the history of the blockchain. Some forks are “contentious” and thus may result in two or more persistent alternative versions of the protocol or blockchain, either of which may be viewed as or claimed to be the legitimate or genuine continuation of the original. MintDrop may not be able to anticipate, control or influence the occurrence or outcome of forks, and does not assume any risk, liability or obligation in connection therewith. Without limiting the generality of the foregoing, MintDrop does not assume any responsibility to notify a User of pending, threatened or completed forks. MintDrop will respond to any forks as MintDrop determines in its sole and absolute discretion, and it shall not have any duty or obligation or liability to a User if such response (or lack of such response) acts to a User's detriment. Without limiting the generality of the foregoing, MintDrop's possible and permissible responses to a fork may include: (i) honoring MintDrop's Site Platform, Collectibles, and NFTs on both chains; (ii) honoring the MintDrop's Site Platform, Collectibles, and NFTs on only one of the chains; (iii) honoring the MintDrop's Site Platform, Collectibles, and NFTs in different respects or to a different extent on both chains; or (iv) any other response or policy or procedure, as determined by MintDrop in its sole and absolute discretion. MintDrop reserves the right to only allow one NFT to be associated with the relevant metadata forming the Collectible, notwithstanding that copies of such NFT may exist on both chains following a fork. A User assumes full responsibility to independently remain apprised of and informed about possible forks, and to manage a User own interests in connection therewith.
14. LIMITATION OF LIABILITY
14.1 TO THE FULLEST EXTENT PERMITTED BY LAW, YOU AGREE THAT IN NO EVENT WILL MINTDROP OR ITS SERVICE PROVIDERS BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY LOST PROFIT OR ANY INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL, OR PUNITIVE DAMAGES ARISING FROM THESE TERMS OR THE SERVICE, PRODUCTS OR THIRD-PARTY SITES AND PRODUCTS, OR FOR ANY DAMAGES RELATED TO LOSS OF REVENUE, LOSS OF PROFITS, LOSS OF BUSINESS OR ANTICIPATED SAVINGS, LOSS OF USE, LOSS OF GOODWILL, OR LOSS OF DATA, AND WHETHER CAUSED BY STRICT LIABILITY OR TORT (INCLUDING NEGLIGENCE), BREACH OF CONTRACT, OR OTHERWISE, EVEN IF FORESEEABLE AND EVEN IF MINTDROP OR ITS SERVICE PROVIDERS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES; OR (B) FOR ANY OTHER CLAIM, DEMAND, OR DAMAGES WHATSOEVER RESULTING FROM OR ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OF THE DELIVERY, USE, OR PERFORMANCE OF THE SERVICE. ACCESS TO, AND USE OF, THE SERVICE, PRODUCTS OR THIRD-PARTY SITES, AND PRODUCTS ARE AT YOUR OWN DISCRETION AND RISK, AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA RESULTING THEREFROM.
14.2 NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, IN NO EVENT SHALL THE MAXIMUM AGGREGATE LIABILITY OF MINTDROP ARISING OUT OF OR IN ANY WAY RELATED TO THESE TERMS, THE ACCESS TO AND USE OF THE SERVICE, CONTENT, NFTS, OR ANY MINTDROP PRODUCTS OR SERVICES EXCEED THE GREATER OF (A) $100 OR (B) THE AMOUNT RECEIVED BY MINTDROP FOR ITS SERVICE DIRECTLY RELATING TO THE ITEMS THAT ARE THE SUBJECT OF THE CLAIM. THE FOREGOING LIMITATIONS WILL APPLY EVEN IF THE ABOVE STATED REMEDY FAILS OF ITS ESSENTIAL PURPOSE.
14.3 Some jurisdictions do not allow the exclusion or limitation of incidental or consequential damages, so the above limitation or exclusion may not apply to you. All provisions of these Terms which disclaim or limit obligations or liabilities of MintDrop shall also apply to the officers, directors, members, employees, independent contractors, agents, stockholders, debtholders and affiliates of MintDrop.
15.2 MintDrop owns all data regarding installation, registration, and use of the Service, and related to Service performance, including response times, load averages, usage statistics, and activity logs, (collectively, “Usage Information”). Usage Information includes information about MintDrop's Site. Usage Information does not include any personally identifiable information but may include aggregated information derived from a User. Usage Information is used to contribute to analytical models used by MintDrop, to monitor and improve the Service, and to perform MintDrop's obligations under this Agreement.
16. MODIFICATIONS TO THE SERVICE
We reserve the right in our sole discretion to modify, suspend, or discontinue, temporarily or permanently, the Service (or any features or parts thereof) at any time and without liability as a result. MintDrop may from time to time alter the list of smart contracts including pursuant to upgrades, forks, security incident responses or chain migrations.
17. DISPUTE RESOLUTION; ARBITRATION
17.1 Dispute Resolution. Please read the following arbitration agreement in this Section (“Arbitration Agreement”) carefully. It requires you to arbitrate disputes with MintDrop and limits the manner in which you can seek relief from us. This section does not govern disputes between Users or between Users and third parties. MintDrop does not provide dispute resolution services for such disagreements and the parties must resolve those disputes directly.
17.2 Applicability of Arbitration Agreement. You agree that any dispute, controversy, or claim relating in any way to your access or use of the Service, to any products sold or distributed through the Service, or to any aspect of your relationship with MintDrop, will be resolved by binding arbitration, rather than in court, including threshold questions of the arbitrability of such dispute, controversy, or claim except that (1) you or MintDrop may assert claims in small claims court, but only if the claims qualify, the claims remain only in such court, and the claims remain on an individual, non-representative, and non-class basis; and (2) you or MintDrop may seek injunctive or equitable relief in a court of proper jurisdiction if the claim relates to intellectual property infringement or other misuse of intellectual property rights.
17.3 You and MintDrop both agree to engage in good-faith efforts to resolve disputes prior to either party initiating an arbitration, small claims court proceeding, or equitable relief for intellectual property infringement. You must initiate this dispute resolution process by sending a letter describing the nature of your claim, name and address, your Account Username (if any), the email address you used to set up your Account (if you have one) and desired resolution to: [email protected], MintDrop Inc., 4235 Hillsboro Pike, Ste 300 #696, Nashville TN 37215. Both parties agree to meet and confer personally, by telephone, or by videoconference (hereinafter “Conference”) to discuss the dispute and attempt in good faith to reach a mutually beneficial outcome that avoids the expenses of arbitration or, where applicable, litigation. If you are represented by counsel, your counsel may participate in the Conference as well, but you agree to fully participate in the Conference. Likewise, if MintDrop is represented by counsel, its counsel may participate in the Conference as well, but MintDrop agrees to have a company representative fully participate in the Conference. The statute of limitations and any filing fee deadlines shall be tolled while the parties engage in the informal dispute resolution process and Conference required by this paragraph. If the parties do not reach agreement to resolve the dispute within thirty (30) days after initiation of this dispute resolution process, either party may commence arbitration, file an action in small claims court, or file a claim for injunctive or equitable relief in a court of proper jurisdiction for matters relating to intellectual property infringement, if the claims qualify.
17.4 Arbitration Rules and Procedures. The Federal Arbitration Act and federal arbitration law apply to these Terms. Any dispute that may not be brought in small claims court will be resolved by binding and confidential arbitration conducted in the English language, in Wilmington, Delaware, before one commercial arbitrator from the American Arbitration Association (“AAA”) with substantial experience in resolving commercial contract disputes and governed by the AAA's Commercial Arbitration Rules (the “Rules”).
17.5 In the event the parties are unable to agree on the selection of an arbitrator within 15 days from the filing of a demand for arbitration, the AAA shall appoint the arbitrator.
17.6 Any such arbitration shall be administered by the AAA in accordance with the provisions of its Commercial Arbitration Rules and the supplementary procedures for consumer related disputes of the AAA excluding any rules or procedures governing or permitting class actions.
17.7 Seat of the Arbitration. The seat of arbitration shall be Wilmington, Delaware. The arbitrator may choose to have the arbitration of any Dispute conducted by telephone, based on written submissions, or at a mutually agreed location; provided, however, that MintDrop may opt to transfer the venue of any arbitration hearing to Wilmington, Delaware in the event that it agrees to pay any additional fees or costs a User may reasonably incur as a result of the change in venue, as determined by the arbitrator, and, subject to the foregoing, a User hereby agrees to submit to the personal jurisdiction of any federal or state court in Wilmington, Delaware, in order to compel arbitration, to stay proceedings pending arbitration, or to confirm, modify, vacate or enter judgment on the award entered by the arbitrator.
17.8 YOU ARE GIVING UP YOUR CONSTITUTIONAL AND STATUTORY RIGHTS TO GO TO COURT AND HAVE A TRIAL IN FRONT OF A JUDGE OR A JURY FOR ANY DISPUTE ARISING UNDER THESE TERMS, EXCEPT FOR MATTERS THAT MAY BE TAKEN TO SMALL CLAIMS COURT. YOUR RIGHTS WILL BE DETERMINED BY A NEUTRAL SOLE ARBITRATOR AND NOT A JUDGE OR JURY. YOU ARE ENTITLED TO A FAIR HEARING, BUT THE ARBITRATION PROCEDURES ARE SIMPLER AND MORE LIMITED THAN RULES APPLICABLE IN COURT. ARBITRATOR DECISIONS ARE AS ENFORCEABLE AS ANY COURT ORDER AND ARE SUBJECT TO VERY LIMITED REVIEW BY A COURT.
17.9 ANY CLAIMS BROUGHT BY EITHER PARTY MUST BE BROUGHT IN THE PARTIES' INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING, AND THE ARBITRATOR MAY NOT CONSOLIDATE MORE THAN ONE PERSON'S CLAIMS, MAY NOT OTHERWISE PRESIDE OVER ANY FORM OF A REPRESENTATIVE OR CLASS PROCEEDING, AND MAY NOT AWARD CLASS-WIDE RELIEF.
17.10 You have the right to opt out of the provisions of this Section 17 (for purposes of this Section only, the “Dispute Resolution; Arbitration”) requiring and governing arbitration by sending written notice of your decision to opt out to the following address: [email protected], ATTN: Mindrop, Inc. at 4235 Hillsboro Pike, Ste 300 #696, Nashville TN 37215 within thirty (30) days after first becoming subject to this Arbitration Agreement. Your notice must include your name and address, your Account Username (if any), the email address you used to set up your Account (if you have one), and an unequivocal statement that you want to opt out of this Arbitration Agreement. If you opt out of this Arbitration Agreement, all other parts of these Terms will continue to apply to you.
17.11 Any arbitration award will be final and binding upon the parties without appeal or review except as permitted by State of Delaware or United States federal law. Each party will bear its own costs with respect to the arbitration procedure.
17.12 Notwithstanding the foregoing, (1) either party may bring an individual action in small claims court, and (2) claims of (A) defamation, (B) violation of the Computer Fraud and Abuse Act, or (C) infringement or misappropriation of the other party's intellectual property rights, may be exclusively brought in the state or federal courts located in Delaware. The parties agree to submit to the exclusive personal jurisdiction of such courts for such purpose. A request for equitable relief will not be deemed a waiver of the right to arbitrate. 17.12 Notwithstanding the foregoing, (1) either party may bring an individual action in small claims court, and (2) claims of (A) defamation, (B) violation of the Computer Fraud and Abuse Act, or (C) infringement or misappropriation of the other party's intellectual property rights, may be exclusively brought in the state or federal courts located in Delaware. The parties agree to submit to the exclusive personal jurisdiction of such courts for such purpose. A request for equitable relief will not be deemed a waiver of the right to arbitrate.
17.13 Authority of Arbitrator. The arbitrator shall have exclusive authority to (a) determine the scope and enforceability of this Arbitration Agreement and (b) resolve any dispute related to the interpretation, applicability, enforceability, or formation of this Arbitration Agreement including, but not limited to, any claim that all or any part of this Arbitration Agreement is void or voidable. The arbitration will decide the rights and liabilities, if any, of you and MintDrop. The arbitration proceeding will not be consolidated with any other matters or joined with any other cases or parties. The arbitrator shall have the authority to grant motions dispositive of all or part of any claim. The arbitrator shall have the authority to award monetary damages and to grant any non-monetary remedy or relief available to an individual under applicable law, the arbitral forum's rules, and these Terms. The arbitrator shall issue a written award and statement of decision describing the essential findings and conclusions on which the award is based, including the calculation of any damages awarded. The arbitrator has the same authority to award relief on an individual basis that a judge in a court of law would have. The award of the arbitrator is final and binding upon you and us.
17.14 Waiver of Jury Trial. YOU AND MINTDROP HEREBY WAIVE ANY CONSTITUTIONAL AND STATUTORY RIGHTS TO SUE IN COURT AND HAVE A TRIAL IN FRONT OF A JUDGE OR A JURY. You and MintDrop are instead electing that all claims and disputes shall be resolved by arbitration under this Arbitration Agreement, except as specified in Section 17 (“Dispute Resolution; Arbitration”). An arbitrator can award on an individual basis the same damages and relief as a court and must follow these Terms as a court would. However, there is no judge or jury in arbitration, and court review of an arbitration award is subject to very limited review.
17.15 Waiver of Class Actions and Class Arbitrations. ALL CLAIMS AND DISPUTES WITHIN THE SCOPE OF THIS ARBITRATION AGREEMENT MUST BE ARBITRATED ON AN INDIVIDUAL BASIS AND NOT ON A REPRESENTATIVE OR COLLECTIVE CLASS BASIS. ONLY INDIVIDUAL RELIEF IS AVAILABLE, AND CLAIMS OF MORE THAN ONE USER, PERSON, OR ENTITY CANNOT BE ARBITRATED OR CONSOLIDATED WITH THOSE OF ANY OTHER USER, PERSON, OR ENTITY. Accordingly, under the arbitration procedures outlined in this section, an arbitrator shall not combine or consolidate more than one party's claims without the written consent of all affected parties to an arbitration proceeding. Without limiting the generality of the foregoing, you and MintDrop agree that no dispute shall proceed by way of class arbitration without the written consent of all affected parties. If a decision is issued stating that applicable law precludes enforcement of any part of this subsection's limitations as to a given claim for relief, then that claim must be severed from the arbitration and brought in the state or federal courts located in Delaware. All other claims shall be arbitrated.
17.16 Severability. Except as provided in this Section, if any part or parts of this Arbitration Agreement are found under the law to be invalid or unenforceable, then such specific part or parts shall be of no force and effect and shall be severed and the remainder of the Arbitration Agreement shall continue in full force and effect.
17.17 Survival of Agreement. This Arbitration Agreement will survive the termination of your relationship with MintDrop.
17.18 Modification. Notwithstanding any provision in these Terms to the contrary, we agree that if MintDrop makes any future material change to this Arbitration Agreement, you may reject that change within thirty (30) days of such change becoming effective by writing to MintDrop at the following address: [email protected], MintDrop Inc., 4235 Hillsboro Pike, Ste 300 #696, Nashville TN 37215.
18. GOVERNING LAW AND VENUE
These Terms and your access to and use of the Service shall be governed by and construed and enforced in accordance with the laws of Delaware (without regard to conflict of law rules or principles of Delaware, or any other jurisdiction that would cause the application of the laws of any other jurisdiction). Any dispute between the parties that is not subject to arbitration as set forth in Section 17 or cannot be heard in small claims court, shall be resolved in the state or federal courts of Delaware, and the United States, respectively, sitting in Wilmington, Delaware.
19. AGREEMENTS IF CLASS ACTION WAIVER UNENFORCEABLE
If any court or arbitrator makes a final, binding and non-appealable determination that the class action waiver set forth in this Section 17 is void or unenforceable for any reason or that an arbitration can proceed on a class basis, then the arbitration provision set forth in Section 17 shall be deemed null and void with respect to any Dispute that would thus be required to be resolved by arbitration on a class basis, and the parties shall be deemed to have not agreed to arbitrate such Dispute. In the event that, as a result of the application of the immediately preceding sentence or otherwise, any Dispute is not subject to arbitration, the parties hereby agree to submit to the personal and exclusive jurisdiction of and venue in the federal and state courts located in Wilmington, Delaware and to accept service of process by mail with respect to such Dispute, and hereby waive any and all jurisdictional and venue defenses otherwise available with respect to such Dispute.
20.1. The User may terminate these Terms at any time by stopping use of the Service upon proper Notice to MintDrop as stated in this Terms. MintDrop may also terminate these Terms due to User breach. MintDrop will not be liable for anything that may after a User stops using MintDrop's services and transfers administrative ownership of their NFT contract to a third party transferee. MintDrop will not be liable for anything that may happen with such contract once the transfer has occurred. This section shall be interpreted in accordance with sections 3.2 and 28.1 providing that all Users shall have a nontransferable, nonsublicensable, revocable and personal license to access and use the Service provided. Thereby, any transfer made while continuing to use MintDrop's Service will be in violation of this Terms and MintDrop will have no liability towards subsequent actions related to the contract being transferred.
20.2. If you breach any of the provisions of these Terms, all licenses granted by MintDrop will terminate automatically. Additionally, notwithstanding anything contained in these Terms, we reserve the right, with or without notice and in our sole discretion, to suspend, disable, terminate, or delete your Account and/or your ability to access or use the Service (or any part of the foregoing) at any time and for any or no reason, and you acknowledge and agree that we shall have no liability or obligation to you in such event and that you will not be entitled to a refund of any amounts that you have already paid to us.
20.3. Effect of Termination. Upon expiration or termination of this Agreement for any reason, the rights and licenses granted under this Agreement will immediately terminate. Sections 2, 9, 20.3, 14, and 24 will survive the termination or expiration of this Agreement for any reason.
If any term, clause, or provision of these Terms is held invalid or unenforceable, then that term, clause, or provision will be severable from these Terms and will not affect the validity or enforceability of any remaining part of that term, clause, or provision, or any other term, clause, or provision of these Terms.
22. INJUNCTIVE RELIEF
You agree that a breach of these Terms will cause irreparable injury to MintDrop for which monetary damages would not be an adequate remedy and MintDrop shall be entitled to equitable relief in addition to any remedies it may have hereunder or at law without a bond, other security, or proof of damages.
23. CALIFORNIA RESIDENTS
If you are a California resident, in accordance with Cal. Civ. Code § 1789.3, you may report complaints to the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs by contacting them in writing at 1625 North Market Blvd., Suite N 112 Sacramento, CA 95834, or by telephone at (800) 952-5210 or by email to: [email protected]
24. EXPORT LAWS
You agree that you will not export or re-export, directly or indirectly, the Service, and/or other information or materials provided by MintDrop hereunder, to any country for which the United States or any other relevant jurisdiction requires any export license or other governmental approval at the time of export without first obtaining such license or approval. In particular, but without limitation, the Service may not be exported or re-exported (a) into any U.S. embargoed countries or any country that has been designated by the U.S. Government as a “terrorist supporting” country, or (b) to anyone listed on any U.S. Government list of prohibited or restricted parties, including the U.S. Treasury Department's list of Specially Designated Nationals or the U.S. Department of Commerce Denied Person's List or Entity List. By using the Service, you represent and warrant that you are not located in any such country or on any such list. You are responsible for and hereby agree to comply at your sole expense with all applicable United States export laws and regulations.
25. ABSENCE OF SANCTIONS
User is not, (and, if User is an entity, User is not owned or controlled by any other person who is), and is not acting on behalf of any other person who is, identified on any list of prohibited parties under any law or by any nation or government, state or other political subdivision thereof, any entity exercising legislative, judicial or administrative functions of or pertaining to government such as the lists maintained by the United Nations Security Council, the U.S. government (including the U.S. Treasury Department's Specially Designated Nationals list and Foreign Sanctions Evaders list), the European Union (EU) or its member states, and the government of a User home country. User is not, (and, if User is an entity, User is not owned or controlled by any other person who is), and is not acting on behalf of any other person who is, located, ordinarily resident, organized, established, or domiciled in Cuba, Iran, North Korea, Sudan, Syria, the Crimea region (including Sevastopol) or any other country or jurisdiction against which the U.S. maintains economic sanctions or an arms embargo. The tokens or other funds a User use to participate in MintDrop's Site Platform or acquire Collectibles or NFTs are not derived from, and do not otherwise represent the proceeds of, any activities done in violation or contravention of any law.
All sections which by their nature should survive the termination of these Terms shall continue in full force and effect subsequent to and notwithstanding any termination of these Terms by MintDrop or you. Termination will not limit any of MintDrop's other rights or remedies at law or in equity.
27. FORCE MAJEURE
MintDrop shall not incur any liability or penalty for not performing any act or fulfilling any duty or obligation hereunder or in connection with the matters contemplated hereby by reason of any occurrence that is not within its control (including any provision of any present or future law or regulation or any act of any governmental authority, any act of God or war or terrorism, any epidemic or pandemic, or the unavailability, disruption or malfunction of the Internet, the World Wide Web or any other electronic network, the Ethereum network or blockchain or MintDrop's System or any aspect thereof, or any consensus attack, or hack, or denial-of-service or other attack on the foregoing or any aspect thereof, or on the other software, networks and infrastructure that enables MintDrop to provide the Services, it being understood that MintDrop shall use commercially reasonable efforts, consistent with accepted practices in the industries in which MintDrop operates, as applicable, to resume performance as soon as reasonably practicable under the circumstances.
28.1 These Terms constitute the entire agreement between you and MintDrop relating to your access to and use of the Service. These Terms, and any rights and licenses granted hereunder, may not be transferred or assigned by you without the prior written consent of MintDrop, and MintDrop's failure to assert any right or provision under these Terms shall not constitute a waiver of such right or provision. No waiver by either party of any breach or default hereunder shall be deemed to be a waiver of any preceding or subsequent breach or default. The section headings used herein are for reference only and shall not be read to have any legal effect.
28.2 The Service is operated by MintDrop in the United States. Those who choose to access the Service from locations outside the United States do so at their own initiative and are responsible for compliance with applicable local laws. You and MintDrop agree that the United Nations Convention on Contracts for the International Sale of Goods will not apply to the interpretation or construction of these Terms.
28.3 Except as otherwise provided herein, these Terms are intended solely for the benefit of the parties and are not intended to confer third-party beneficiary rights upon any other person or entity.
BY CLICKING THE “I AGREE” BUTTON, YOU ARE INDICATING THAT YOU HAVE READ AND CONSENT TO BE BOUND BY THESE TERMS. IF YOU HAVE NOT READ THESE TERMS, OR YOU DO NOT AGREE TO BE LEGALLY BOUND BY THEM, CLICK “I DON'T AGREE” AND DO NOT USE THE PLATFORM.