DROPPP.IO TERMS OF SERVICE

Last Updated: December 12, 2024

Tokenwave LLC (“Tokenwave” or “we”) makes available the Droppp.io platform (the “Platform”) through which you can (a) purchase or otherwise obtain a unique, blockchain-based non-fungible token created by or on behalf of Tokenwave or a third party (each, an “NFT”), (b) access one or more works of authorship associated with the NFT and owned or controlled by third-party licensors (“Digital Content”) (the NFT and Digital Content, collectively, the “Digital Collectible”), (c) hold, manage, receive, exchange, or make payments using fiat currency or supported digital currency (including, without limitation, cryptocurrencies, virtual currencies, or other supported digital currency) (“Digital Currency”), and (d) access a marketplace hosted by Tokenwave that enables you to resell your Digital Collectibles and purchase Digital Collectibles from other collectors (“Droppp Marketplace”). These Terms of Service (“Terms”) apply to your access to and use of the Platform and services made available on or through the Platform (collectively, our “Services”). By using our Services, you agree to these Terms, including the mandatory arbitration provision and class action waiver in Section 15. If you do not agree to these Terms, do not use our Services.

We may make changes to these Terms from time to time. If we make changes, we will provide you with notice of such changes, such as by sending an email, providing a notice through the Platform or updating the date at the top of these Terms. Unless we say otherwise in our notice, the amended Terms will be effective immediately, and your continued use of our Services after we provide such notice will confirm your acceptance of the changes. If you do not agree to the amended Terms, you must stop using our Services.

If you have any questions about these Terms or our Services, please contact us at [email protected].

1. Acquisition of Digital Collectibles

By acquiring a Digital Collectible via our Services, you expressly acknowledge and agree as follows:

• Purchase of NFTs: By purchasing an NFT, you agree to pay all applicable fees and you authorize us to automatically deduct fees directly from your payment. You will always be provided with a breakdown of fees prior to your purchase of an NFT. All payments made under these Terms will be (a) in U.S. Dollars or Digital Currency, as applicable, and (b) by the credit or debit card provided to Tokenwave or via blockchain network transfers that you initiate using your Droppp Wallet (as defined below).
• Digital Content: Each NFT is a unit of data that is specifically associated with the Digital Content. The Digital Content may include copyrighted materials, trade names, trademarks or service marks, and names, likenesses, or images of third-party licensors or individuals or entities associated with those licensors. It is important to understand, and you hereby acknowledge and agree, that the NFT is separate from the Digital Content. Although the NFT itself is sold or otherwise transferred to you, the Digital Content associated with the NFT is licensed to you, and not sold or otherwise transferred to you, pursuant to the terms and conditions of an end-user license agreement between you and the applicable licensor (the “EULA”). By acquiring a Digital Collectible via our Services, you expressly agree to enter into, and be bound by, the EULA. You represent, warrant and covenant that you are, as of your acquisition of the Digital Collectible, and will be for the duration of your access to the Digital Collectible, in compliance with the EULA.
• Additional Products: In connection with your acquisition of a Digital Collectible, you may be offered the opportunity to acquire one or more products from one or more of our affiliated entities (those entities, “Affiliates” and those products, “Additional Products”). Unless otherwise expressly set forth in writing by one of our Affiliates, all sales of Additional Products are final and non-refundable and Additional Products may not be returned. However, if you receive a damaged Additional Product, unless one of our Affiliates expressly sets forth otherwise in writing, your exclusive remedy is limited to one of (a) replacement of the damaged Additional Product, subject to availability of replacement Additional Products (which is not guaranteed) or (b) a corresponding credit for use on the Platform (a “Credit”). The remedy, including whether to send a replacement Additional Product or issue you a Credit, and the amount of any Credit if issued, is made in our Affiliates’ sole and absolute discretion. You may be subject to additional terms and conditions with respect to your acquisition of Additional Products, in which case you will comply with those terms and conditions.

2. Privacy

For information about how we collect, use, share or otherwise process information about you, please see our Privacy Notice.

3. Eligibility

In order to use our Services, you must meet, and represent and warrant that you do meet, the following eligibility criteria:

• You must be at least 18 years of age; and
• You must not be a Restricted Party.

For purposes of these terms, Restricted Party means:

• A person or entity that is the direct or indirect target of any applicable financial, economic or trade sanctions or export restrictions (collectively, “Sanctions”), including those administered or enforced by the U.S. Department of the Treasury’s Office of Foreign Assets Control (“OFAC”) and the U.S. Department of Commerce’s Bureau of Industry and Security, regardless of whether the person or entity is identified on an applicable government list of parties or property subject to Sanctions (e.g., OFAC’s list of Specially Designated Nationals and Blocked Persons);
• A person or entity that is located in, or a citizen or resident of, any state, country, territory, or region: (a) that is subject to applicable comprehensive geographic Sanctions (e.g., Iran, Cuba, North Korea, Syria, the Crimea region of Ukraine, or the so-called Donetsk People’s Republic and Luhansk People’s Republic regions of Ukraine), (b) designated by the United States government as a “terrorist supporting” country, or (c) where the person’s or entity’s entity use of the Services would be illegal or otherwise violate any applicable law; or
• A person or entity otherwise subject to applicable Sanctions.

If you use our Services on behalf of another person or entity, (a) all references to “you” throughout these Terms will include that person or entity, (b) you represent that you are authorized to accept these Terms on that person’s or entity’s behalf, and (c) in the event you or the person or entity violates these Terms, the person or entity agrees to be responsible to us.

4. Your User Account and Account Security

You need to register for an account to access our Services. When you register for an account, you must provide accurate account information and promptly update this information if it changes. You also must maintain the security of your account and promptly notify us if you discover or suspect that someone has accessed your account without your permission. You must not permit others to use your account credentials. You are responsible for the activities of any users that occur in connection with your account. We reserve the right to reclaim usernames, including on behalf of businesses or individuals that hold legal claim, including trademark rights, in those usernames.

Your account is subject to the following conditions:

• Access: You understand and agree that access to your account is limited solely to you. You agree that you will not sell, rent, lease, or grant access to your account to any person without our prior written permission.
• Security: You understand and agree that you are solely responsible for maintaining the security of your account and control over any usernames, passwords, or any other codes that you use to access our Services. Any unauthorized access to your account by third parties could result in the loss or theft of Digital Collectibles held in your account and any associated accounts, including your credit or debit card(s). You understand and agree that you will not hold us responsible for managing and maintaining the security of your account. You further understand and agree that we are not responsible (and you will not hold us responsible) for any unauthorized access to or use of your account. You are responsible for monitoring your account. If you notice any unauthorized or suspicious activity in your account, please notify us immediately.
• Electronic Communication: You agree and understand that we will communicate with you via electronic means. To ensure that you receive all of our communications, you agree to keep your email address and telephone number current and notify us if there are any changes. You agree that any notices, agreements, disclosures, or other communications delivered to your email address on record is considered valid.
• Suspension of Account: You agree that we have the right to immediately suspend your account, pause or cancel your access to our Services, or close your account if we suspect, in our sole discretion, that (a) your account is being used for money laundering or any illegal activity, (b) you have concealed or provided false identification information or other details, (c) you have engaged in fraudulent activity, or (d) you have engaged in transactions in violation of these Terms.

5. Hosted NFT Wallets

• Hosted NFT Wallets: We will retain the private keys for any NFTs stored in your wallet that are hosted on the WAX Blockchain (as defined below) (your “Hosted NFT Wallet”), for which private keys are necessary in order to transfer any NFTs out of your Hosted NFT Wallet. Tokenwave will use the private keys in order to effect the transfers initiated using your account.
• Approved External Accounts: You may wish to transfer NFTs to and from an account, wallet, or address not hosted or controlled by Tokenwave (“External Account”). We may require that you verify your control over an External Account or satisfy other verification or screening requirements prior to enabling transfers between the applicable External Account and your Hosted NFT Wallet (any of these External Accounts, an “Approved External Account”).
• Transfers to Your Hosted NFT Wallet: You may periodically at your discretion transfer from an Approved External Account to your Hosted NFT Wallet any NFTs that are supported for transfer and storage using our Services. If you transfer to your Hosted NFT Wallet any NFTs that are not supported by our Services, or if you transfer NFTs specifying an address that does not support the NFTs, those NFTs may be permanently lost.
• Transfers from Your Hosted NFT Wallet: Subject to any limits on the amounts that you are able to withdraw on a daily or other periodic basis, you may periodically at your discretion withdraw NFTs by transferring NFTs from your Hosted NFT Wallet to an External Account controlled by you. We may require you to verify that any External Account to which you seek to transfer NFTs is an Approved External Account. You hereby authorize Tokenwave to use your Hosted NFT Wallet to send to any External Account specified by you the number of NFTs specified by you using our Services.
• Other Terms Applicable to Transfers: You will be responsible for: (a) paying all fees charged by any third party associated with any External Account or Approved External Account and for paying any fees charged by Tokenwave for any transfers; (b) ensuring that any transfers are handled in compliance with Tokenwave requirements, third-party requirements, NFT requirements, and applicable laws, rules, and regulations; (c) ensuring that the address to which any NFTs are to be transferred is properly formatted and suitable for the type of NFT being transferred; and (d) ensuring that there are no errors in any of the transfer instructions you provide using our Services. In the event you fail to comply with any requirements of this section, the transferred NFTs may be permanently lost. Because any blockchain used to confirm transfer of any NFT is a decentralized network of independent third parties, Tokenwave has no control over them, and therefore cannot and does not ensure that any transfer will be confirmed on any blockchain. The transfer requests you submit via our Services may not be completed, or may be substantially delayed, by the blockchain for the applicable NFT. When you complete a transfer request via our Services, you authorize Tokenwave to submit your transfer request to the applicable blockchain in accordance with the instructions you provide via our Services. The timing for completing any transfer will depend on the blockchain and other third-party actions that are outside the control of Tokenwave or any of its affiliated entities, and Tokenwave makes no guarantee regarding whether a transfer will be completed or the amount of time it may take to complete any transfer.
• Custodianship: You own all NFTs held in your Hosted NFT Wallet or transferred to your account. Tokenwave does not own any NFTs that it holds for its customers. Although Tokenwave controls the private keys for the blockchain addresses for deposited NFTs, you retain control of your NFTs while in the custody of Tokenwave, subject to these Terms and applicable law. Your NFTs are tracked and maintained on internal ledgers maintained by Tokenwave. Tokenwave has no obligation to segregate any of your NFTs at a separate blockchain address. Your NFTs may be commingled at one or more blockchain addresses with NFTs owned by other users or Tokenwave. For security and operational reasons, transfers of NFTs by you may be reflected on our internal ledgers only, without any transfer on the corresponding blockchain. Private keys may be stored by us offline or in electronic or physical vaults or other secure locations that may only be accessed in accordance with established security procedures, so any transfer of NFTs that will involve a transfer on the blockchain may be delayed.
• Conditions and Restrictions on Transfer: Tokenwave may at any time and in its sole discretion refuse any transfer request or other transaction request submitted via our Services, impose limits on the amounts of transfers that can be completed on a daily or other periodic basis, or impose any other conditions or restrictions upon your use of our Services, without prior notice. For example, Tokenwave may: (a) limit the number of NFTs that can be purchased or sold on a daily or other periodic basis; (b) restrict transaction requests from certain locations; or (c) restrict withdrawals or other transactions if there is a reasonable suspicion of fraud, diminished capacity, inappropriate activity, or if Tokenwave receives reasonable notice that your ownership of some or all of the NFTs in your account is in dispute.
• Unclaimed Property: If we hold NFTs in your account or Hosted NFT Wallet and have no record of your use of our Services for several years, we may be required, upon passage of applicable time periods, to report these NFTs as unclaimed property in accordance with the abandoned property and escheat laws. If this occurs, we will use reasonable efforts to give you written notice. If you fail to respond within seven business days or as required by law, we may be required to deliver any such NFTs to the applicable state or jurisdiction as unclaimed property. The applicable governmental entity may require Tokenwave to liquidate any NFTs in your Hosted NFT Wallet into fiat currency and turn over the resulting fiat currency to the governmental entity. You agree that Tokenwave will not have any responsibility or liability for any losses, unrealized gains, damages, expenses, or other harm that you may incur in connection with Tokenwave turning over digital assets or fiat currency to the applicable governmental entity or Tokenwave’s liquidation of your NFTs. We reserve the right to deduct a dormancy fee or administrative fee from such unclaimed funds, as permitted by applicable law.
• Property Disputes: If we receive notice that any NFTs held in your Hosted NFT Wallet are alleged to have been stolen or otherwise not lawfully possessed by you, we may, but have no obligation to, place an administrative hold on the affected NFTs or your Hosted NFT Wallet. If we place an administrative hold on some or all of your NFTs, we may continue the hold until the time when the dispute has been resolved and evidence of the resolution acceptable to Tokenwave has been provided to Tokenwave in a form acceptable to Tokenwave. Tokenwave will not involve itself in any such dispute or the resolution of the dispute. We will have no liability or responsibility for any such hold, or for your inability to transfer NFTs during the period of any hold.

6. Droppp Wallet; Payment Services

• Droppp Wallet:
  1. In connection with our Services, we may permit you to hold, manage, receive, exchange and make payments using Digital Currency, which occur through a non-custodial wallet (a “Droppp Wallet”) made available to you through the Services. We utilize a Third-Party Service for the Droppp Wallet and key management infrastructure from Turnkey Global Inc. (“Turnkey”). If you create a Droppp Wallet, you acknowledge that Turnkey is our Third-Party Vendor and you agree to and accept the Turnkey Terms of Service (available at https://www.turnkey.com/legal/terms or any successor website), as may be updated by Turnkey from time to time. The Droppp Wallet will enable you to: (i) hold and manage the Digital Currency on your Droppp Wallet (“Droppp Balance”), (ii) receive deposits of USDC on the Solana blockchain (“USDC on Solana”); (iv) make withdrawals of USDC on Solana from your Droppp Balance; and (v) otherwise make transfers of USDC on Solana to other Droppp Marketplace users and to Tokenwave in connection with purchases and sales of Digital Collectibles on the Droppp Marketplace. You acknowledge and agree that we and Turnkey are not liable for any unsupported digital assets that are sent to your Droppp Wallet
  2. The Droppp Wallet is non-custodial. Neither we nor Turnkey have unencrypted access to (a) your Droppp Wallet’s private keys, which are used to sign blockchain transactions and thereby control the funds you hold in your Droppp Wallet, or (b) the seed phrase(s) used to generate your Droppp Wallet’s public/private key pair(s). Tokenwave and Turnkey provide certain services that support your ability to access, and initiate on-chain transfers of, funds held in your Droppp Wallet, but Tokenwave and Turnkey do not have the ability to move or transfer your funds in your Droppp Wallet and are not otherwise acting as a custodian of such funds.
  3. In order to engage with the Droppp Marketplace, you must create your Droppp Wallet. To create the Droppp Wallet you will be prompted to (i) provide a recovery email address (“Recovery Email”) that will be used by Turnkey to communicate with you if you initiate an email recovery flow in order to regain access to your Droppp Wallet and (ii) set up a “Passkey” which will serve as your authentication method when managing funds in your Droppp Wallet. The Passkey is generated and stored by your local device (or created using password synchronization tools like Google Password Manager or iCloud Keychain). Your Passkey enables you to authenticate and create sessions within the Droppp Wallet and sign blockchain transactions using your Droppp Wallet’s private key.
  4. You are solely responsible for the safekeeping and security of your Recovery Email, Passkey, any private keys, seed phrase, and any other account credentials (“Account Credentials”). Any loss of or failure to properly maintain the security and availability of Account Credentials may result in a permanent inability to access your Droppp Wallet or any Droppp Balance or other asset held in your Droppp Wallet. You will be responsible for keeping all Account Credentials secure and for any and all activity associated with your Droppp Wallet and your account.
  5. If you lose your Account Credentials or are otherwise unable to reconnect to your Droppp Wallet, you will be unable to access your Droppp Balance or any assets or Digital Currency associated with the Droppp Wallet, withdraw from your Droppp Balance, or make any purchases on the Droppp Marketplace. You may be able to restore access to your Droppp Wallet by (i) initiating an email recovery flow, which requires that you are able to receive and access emails sent to your Recovery Email or (ii) importing your private keys and/or seed phrase(s) within a third-party wallet application if you have used the private key export functionality provided by Turnkey and made accessible to you through the Services (“Private Key Export”), which allows you to access in unencrypted form the private key(s) for your Droppp Wallet and/or the seed phrase(s) used to generate your Droppp Wallet. WARNING: Private Key Export exposes you and your Digital Currency to security risks. Anyone who is able to access your private keys or seed phrase in an unencrypted form will be able to access, transfer, manage, or spend your Digital Currency. NEITHER TOKENWAVE NOR TURNKEY (defined below) SHALL BE RESPONSIBLE FOR OR LIABLE IN CONNECTION WITH ANY EXPORTED PRIVATE KEYS OR SEED PHRASE, AND YOU SHALL HOLD TOKENWAVE AND TURNKEY HARMLESS FROM ANY LIABILITY ARISING IN CONNECTION THERETO.
  6. Should we or Turnkey suddenly go offline, cease offering all or parts of the Services, or providing the Third-Party Services or infrastructure for any reason, you could potentially lose control and access to the Droppp Wallet forever, including all Digital Currency therein. You are responsible for Private Key Export in order to move the Digital Currency to another wallet address to account for this risk.
  7. You acknowledge that funds, including the Droppp Balance, held by you in your Droppp Wallet are not subject to protections or insurance provided by the Federal Deposit Insurance Corporation or the Securities Investor Protection Corporation.
  8. You agree and acknowledge that (i) Tokenwave and Turnkey will have no obligation or responsibility with respect to any Account Credentials, (ii) Tokenwave and Turnkey are not liable or responsible for the risks associated with use of a non-custodial wallet, including those set forth in this Section 6, and (iii) after termination of your account, Tokenwave and Turnkey will have no obligation to support Transaction Instructions (defined below) related to your Droppp Wallet.
• Deprecation of Custodial Wallet:
  1. If you have not created a Droppp Wallet as set forth in the foregoing Section, but currently have a Droppp Balance in a pre-existing custodial digital asset wallet provided by Circle Internet Financial, LLC and its affiliated entities (collectively, “Circle”) (“Prior Wallet”), you may migrate that Droppp Balance either by (i) creating a new Droppp Wallet as set forth above and transferring the Droppp Balance held by Circle in the Prior Wallet to the Droppp Wallet, or (ii) transferring the Prior Wallet’s Droppp Balance to an external address. If you choose to transfer your Prior Wallet’s Droppp Balance to your Droppp Wallet, such funds will continue to be in the form of USDC but may be transferred or converted from one blockchain to another (e.g., USDC on the Ethereum blockchain to USDC on Solana). If you do not timely transfer such funds from the Prior Wallet, you acknowledge that there is a risk that you will be unable to access such funds held by Circle in the Prior Wallet and you could potentially lose control and access to the Prior Wallet and such funds forever, including all Digital Currency therein.
  2. The Prior Wallet will be configured to only be able to withdraw funds. If funds are sent to the Prior Wallet, they may be misdelivered and lost forever. Without limiting any other provisions of these Terms, you acknowledge and agree that we have no liability or responsibility with respect to such misdelivered funds and have no obligation to attempt to recover such misdelivered funds.
  3. If you have any pending listings on the Droppp Marketplace that were posted while using the Prior Wallet, those listings will be or have been cancelled. In order to post listings or make purchases on Droppp Marketplace, you are required to have a Droppp Wallet. Once you have created a Droppp Wallet, such listings may be created.
• Payment Services:
  1. We may make available the ability to purchase or otherwise obtain Tokenwave goods or services or third party goods or services, including Digital Collectibles, through the Services or otherwise receive and send Digital Currencies with your Droppp Wallet (each, a “Transaction”). You may be able to make Transactions on the Services using fiat currency or Digital Currency (each, a “Payment Service”). If you wish to make a Transaction, you may be asked to supply certain relevant information, such as your payment card number and its expiration date, your billing address, and your shipping information, to us or our payment processors (“Payment Processors”). You represent and warrant that you have the right to use any payment card that you submit in connection with a Transaction. We may receive updated information from your issuing bank or Payment Processors about any payment method you have stored with us. You authorize us to charge your payment method, including any updated payment method information we receive, for any charges you are responsible for under these Terms. Verification or further provision of information may be required prior to the acknowledgment or completion of any Transaction. You will pay all charges incurred by you or on your behalf through the Services, at the prices in effect when such charges are incurred, including all taxes. ’
  2. In using any Payment Services, you may submit to us Transaction instructions (“Transaction Instructions”), which we may need to pass on to our Payment Processors or other Third-Party Vendors (e.g., Turnkey to process your request to sign a blockchain transaction or to third-party node operators that broadcast your Transaction to the blockchain). You assume full responsibility for, and we will not be responsible or liable for any loss or damage arising out of, any and all Transaction Instructions we receive from you (including, without limitation, the authenticity of those Transaction Instructions) and we are entitled to assume that those Transaction Instructions were authentically and correctly submitted by you (whether or not those Transaction Instructions were, in fact, submitted by you or were erroneously submitted by you). We are under no obligation to verify that those Transaction Instructions are, in fact, submitted by you or are otherwise non-erroneous. You must verify all Transaction information prior to submitting Transaction Instructions, as Transactions may not be subject to cancelation or reversal. We reserve the right, in our sole discretion, to refuse to submit any Transaction Instructions, limit the submission of any Transaction Instructions, or cancel any pending Transaction Instructions, including, without limitation, for purposes of complying with applicable laws, rules, or regulations.
  3. Any Transaction Instructions will only be deemed “received” when you receive notification that they have been successfully processed. Transaction Instructions and information transmitted via any Payment Services are generally transmitted via the Internet and may be routed via public, non-protected communications technology. We cannot guarantee that your Transaction Instructions or information so transmitted will in fact be completely protected against unauthorized access and you accept this risk. We are not liable for any delays or inabilities in processing Transaction Instructions.
  4. We are not responsible or liable for processing Transactions, including, without limitation, any partially completed Transactions, delayed Transactions, mistakenly processed Transactions, or unprocessed Transactions, and we make no representations, warranties, or guarantees with respect to any Transaction, including, without limitation, that any Transaction will be timely processed or processed at all or that any amounts will be refunded.
• Registration Process and Identity Verification:
  1. In connection with creating an account pursuant to Section 4, creating your Droppp Wallet, or otherwise using the Services to make a Transaction, you must provide current, complete, and accurate information for all required elements on the registration page and as otherwise requested. You represent, warrant and covenant that all information you provide to us, our Verification Services Provider (as defined below) and Payment Processors, including without limitation, Additional Information (as defined below) is current, complete and accurate in all respects.
  2. Depending on the specific Payment Services that you use or the Transactions in which you engage when using the Payment Services, we may require you to submit additional information, documentation, or records, which may include, without limitation, name, date of birth, residential address, unique identifying numbers (including, without limitation, Social Security Numbers for U.S. users), government-issued identification, or information required for Sanctions screening or other enhanced “due diligence” or “know-your-client” screening procedures (“Additional Information”) to us, our third-party designee who provides identity verification or other information verification services to us (currently, Persona Identities, Inc. or its affiliated entities) (our “Verification Services Provider”), or Payment Processors directly. You will provide to us or our Verification Services Provider (or Payment Processors), when registering for an account or creating a Droppp Wallet, and on an ongoing basis, any information, documentation and records (including, without limitation, Additional Information) that we or our Payment Processors deem necessary to provide any Payment Services.
  3. We may, in our sole discretion and without providing reasons, refuse your application for, or to suspend, terminate or limit your use of, any Payment Services, including the Droppp Wallet, or to change the eligibility criteria for registration or use of any Payment Services at any time. We may confidentially verify, supplement, or append the information you provide us with or obtain information on you ourselves or through third parties from secure databases. We or a third party on our behalf (including, without limitation, the Verification Services Provider) may verify, supplement, or amend your information for any reason including for the up-to-date maintenance of our records or to comply with applicable reporting obligations.
• Disclaimers and Acknowledgements of Risk: TRANSACTING IN DIGITAL CURRENCY INVOLVES SUBSTANTIAL RISK. BY USING THE PAYMENT SERVICES, YOU EXPRESSLY ACKNOWLEDGE AND AGREE TO THE RISKS AND RELEASES SET FORTH IN SECTION 13 BELOW.
• Additional Representations and Warranties: Without limiting any other representations, warranties, or covenants in these Terms, you represent, warrant and covenant that:
  1. You are not, nor will you become, a Restricted Party;
  2. You are the sole ultimate beneficial owner of your Droppp Wallet, are not acting on behalf of or representing any other natural person, legal person or legal entity, and you have the sole right and authority to submit Transactions on your behalf;
  3. You are the beneficial owner of (or if you are acting as a trustee, the legal owner) any Digital Currency subject to these Terms; and
  4. You are not relying on any communication (written or oral) of Tokenwave as advice or recommendation to engage in any Transaction, including, without limitation, any Transaction involving Digital Currency and that Tokenwave has not (a) given any guarantee or representation as to the potential success, return, effect, or benefit (either legal, regulatory, tax, financial, accounting, or otherwise) of transacting in Digital Currency or (b) made any representation to you regarding the legality of transacting in Digital Currency under applicable laws, rules, or regulations.
• Termination or Suspension: We may at any time, and without liability to you, (a) delay submitting, or refuse to submit, any Transaction or (b) terminate, suspend, or limit your use of the Payment Services (including freezing any Digital Currency in your account, freezing or closing your Droppp Wallet for any reason, including, without limitation: (i) in the event of any breach by you of these Terms or our Payment Processor Terms; (ii) for the purposes of complying with applicable laws, rules, or regulations; (iii) where we suspect that a Transaction you attempt to initiate is potentially connected to any unlawful or suspicious activities (including, without limitation, money laundering, terrorism financing, or fraudulent activities); or (iv) where your Droppp Wallet does not have the requisite funds required to complete a Transaction that you initiate or attempt to initiate.

7. Proprietary Rights

• Ownership of Services: Any and all software, documentation, graphics, or other works of authorship, as well as any and all inventions, trademarks, data, information, or other materials used, displayed, or made available in connection with our Services, except for Third-Party Services (as defined below) (“Tokenwave Materials”) together with all intellectual property rights in the Tokenwave Materials, as between you and Tokenwave, owned by Tokenwave.
• License: Subject to your compliance with these Terms, you are hereby granted a limited, nonexclusive, nontransferable, non-sublicensable, revocable license to access and use the Tokenwave Materials for your own personal, noncommercial use in connection with your use of our Services.
• Limitations: You will not, and will not permit any third party to, (a) resell, lease, lend, share, distribute or otherwise permit any third party to use any Tokenwave Materials or use any Tokenwave Materials in any service bureau environment, (b) modify or create derivative works of any Tokenwave Materials, or any portion thereof, (c) frame, display, or incorporate any Tokenwave Materials in any website or any other work of authorship, (d) decompile, disassemble, reverse engineer, or attempt to discover the source code of any Tokenwave Materials, (e) use any Tokenwave Materials to design, develop, or create any competing product or service, or (f) otherwise use any Tokenwave Materials for any commercial or noncommercial purpose other than their intended purposes determined at Tokenwave’s discretion. “Tokenwave,” any product or service names, logos, and other marks used on or connection with our Services or Tokenwave Materials, are trademarks owned by Tokenwave or its licensors. You may not copy, imitate, or use them without Tokenwave’s prior written consent.
• User Content: You hereby grant to Tokenwave a royalty-free, fully paid-up, sublicensable, transferable, perpetual, irrevocable, non-exclusive, worldwide license to use, copy, modify, create derivative works of, display, perform, publish, and distribute, in any form, medium or manner, any text, information, data, documents, images, or other content you provide to Tokenwave using our Services that is not Feedback owned by Tokenwave (the “User Content”). You represent and warrant that: (a) you own the User Content or have the right to grant the rights and licenses in these Terms; and (b) the User Content and use by Tokenwave of the User Content as licensed herein does not and will not violate, misappropriate, or infringe on the rights of any third party. Tokenwave may remove any User Content from our Services for any reason at Tokenwave’s discretion.

8. Prohibited Conduct and Content

You will not violate any applicable law, contract, intellectual property right or other third-party right or commit a tort, and you are solely responsible for your conduct while using our Services. You will not:

• Use the Services, including the Payment Services and your Hosted NFT Wallet, to cause an inbound or outbound transfer of fiat currency, NFTs, or Digital Currency where you have reason to know that any person or entity involved in the transfer—whether directly or indirectly—is a Restricted Party (as defined above), including but not limited to the following persons or entities (a) the originator of the transfer, (b) the recipient of the transfer, or (c) the digital asset exchange, wallet service provider, bank, or other financial institution involved in the transfer;
• Engage in any harassing, threatening, intimidating, predatory or stalking conduct;
• Use or attempt to use another user’s account without authorization from that user and Tokenwave;
• Impersonate or post on behalf of any person or entity or otherwise misrepresent your affiliation with a person or entity;
• Sell, resell or commercially use our Services;
• Copy, reproduce, distribute, publicly perform or publicly display all or portions of our Services, except as expressly permitted by us or our licensors;
• Modify our Services, remove any proprietary rights notices or markings, or otherwise make any derivative works based upon our Services;
• Use our Services other than for their intended purpose and in any manner that could interfere with, disrupt, negatively affect or inhibit other users from fully enjoying our Services or that could damage, disable, overburden or impair the functioning of our Services in any manner;
• Reverse engineer any aspect of our Services or do anything that might discover source code or bypass or circumvent measures employed to prevent or limit access to any part of our Services;
• Attempt to circumvent any content-filtering techniques we employ or attempt to access any feature or area of our Services that you are not authorized to access;
• Use any data mining, robots or similar data gathering or extraction methods designed to scrape or extract data from our Services;
• Develop or use any applications that interact with our Services without our prior written consent;
• Send, distribute or post spam, unsolicited or bulk commercial electronic communications, chain letters, or pyramid schemes;
• Bypass or ignore instructions contained in our robots.txt file;
• Market our Services, any Digital Collectibles, any NFTs, or any Digital Currency explicitly or implicitly as an investment or an opportunity to obtain an economic benefit or profit, engage in any price manipulation activity with respect to our Services, any Digital Collectibles, any NFTs, or any Digital Currency, or use our Services, any Digital Collectibles, any NFTs, or any Digital Currency to engage in any investment-related activities, including, without limitation, any speculative activity with respect to our Services, any Digital Collectibles, any NFTs, or any Digital Currency; or
• Use our Services for any unauthorized purpose or in violation of applicable laws, rules, or regulations, or engage in, encourage or promote any activity that violates these Terms.

You may also post or otherwise share only User Content that is nonconfidential and that you have all necessary rights to disclose. You may not create, post, store or share any User Content that:

• Is unlawful, libelous, defamatory, obscene, pornographic, indecent, lewd, suggestive, harassing, threatening, invasive of privacy or publicity rights, abusive, inflammatory, fraudulent, misleading, or false;
• Would constitute, encourage or provide instructions for a criminal offense, violate the rights of any party or otherwise create liability or violate any local, state, national or international law;
• May infringe any patent, trademark, trade secret, copyright or other intellectual or proprietary right of any party;
• Impersonates, or misrepresents your affiliation with, any person or entity;
• Contains any unsolicited promotions, political campaigning, advertising or solicitations;
• Contains any private or personal information of a third party without such third party’s consent;
• Contains any viruses, corrupted data or other harmful, disruptive or destructive files or content; or
• In our sole judgment, is objectionable, restricts or inhibits any other person from using or enjoying our Services, or may expose Tokenwave or others to any harm or liability of any type.

Enforcement of this Section 8 is solely at Tokenwave’s discretion, and failure to enforce this section in some instances does not constitute a waiver of our right to enforce it in other instances. In addition, this Section 8 does not create any private right of action on the part of any third party or any reasonable expectation that our Services will not contain any content that is prohibited by such rules.

9. Repeat Infringer Policy; Copyright Complaints

In accordance with the Digital Millennium Copyright Act (“DMCA”) and other applicable law, we have adopted a policy of terminating, in appropriate circumstances, the accounts of users who repeatedly infringe the intellectual property rights of others. If you believe that anything on our Services infringes any copyright that you own or control, you may send us a written notice that includes all of the following:

• a legend or subject line that says: “DMCA Copyright Infringement Notice”;
• a legend or subject line that says: “DMCA Copyright Infringement Notice”;
• a description of the copyrighted work that you claim has been infringed;
• the URL of the site and a description of where the material that you claim is infringing is located on that site;
• your address, telephone number, and e-mail address;
• a statement by you that you have a good faith belief that the alleged infringing material is not authorized by the copyright owner, its agent, or the law;
• a statement by you, made under penalty of perjury, that all the information in your notice is accurate, and that you are the copyright owner (or, if you are not the copyright owner, then your statement must indicate that you are authorized to act on the behalf of the owner of an exclusive right that is allegedly infringed); and
• your electronic or physical signature.

Tokenwave will only receive DMCA notices by mail, email, or facsimile directed to its designated agent at the addresses below:

By mail:

Tokenwave LLC

Attention: Legal Department

2802 Wetmore Avenue

Everett, WA 98203

By email: [email protected]

Please note that if you knowingly misrepresent that any activity or material on our Services is infringing, you may be liable to Tokenwave for certain costs and damages.

10. Indemnification

To the fullest extent permitted by applicable law, you will indemnify, defend and hold harmless Tokenwave and our subsidiaries and affiliates, our Third Party Vendors, and each of our respective officers, directors, agents, partners and employees (individually and collectively, the “Tokenwave Parties”) from and against any losses, liabilities, claims, demands, damages, expenses or costs (“Claims”) arising out of or related to (a) your acquisition of any Digital Collectibles (including, without limitation, your purchase or sale of any NFTs; (b) your use of our Services (including, without limitation, the Droppp Wallet and Payment Services); (c) your violation of these Terms or any terms referenced in these Terms; or (d) your violation of any applicable laws, rules, or regulations (including, without limitation, (i) the Commodity Exchange Act and the regulations promulgated thereunder by the CFTC (as defined below), (ii) U.S. federal securities laws and the regulations promulgated thereunder by the SEC (as defined below) and (iii) U.S. state securities laws and the regulations promulgated thereunder by the applicable state regulatory authority) or the rights of any other person or entity.

You agree to cooperate with the Tokenwave Parties in defending such Claims and pay all fees, costs and expenses associated with defending such Claims (including, but not limited to, attorneys’ fees). You also agree that the Tokenwave Parties will have control of the defense or settlement, at Tokenwave’s sole option, of any third-party Claims.

11. Disclaimers

YOUR USE OF OUR SERVICES IS AT YOUR SOLE RISK. EXCEPT AS OTHERWISE PROVIDED IN A WRITING BY US, OUR SERVICES (INCLUDING ANY THIRD-PARTY SERVICES), ANY CONTENT IN OUR SERVICES, AND ALL DIGITAL COLLECTIBLES ARE PROVIDED “AS IS” AND “AS AVAILABLE” WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. IN ADDITION, TOKENWAVE DOES NOT REPRESENT OR WARRANT THAT OUR SERVICES ARE ACCURATE, COMPLETE, RELIABLE, CURRENT OR ERROR-FREE. WHILE TOKENWAVE ATTEMPTS TO MAKE YOUR USE OF OUR SERVICES SAFE, WE CANNOT AND DO NOT REPRESENT OR WARRANT THAT OUR SERVICES OR SERVERS ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. YOU ASSUME THE ENTIRE RISK AS TO THE QUALITY AND PERFORMANCE OF OUR SERVICES.

WITHOUT LIMITING THE FOREGOING, YOU ASSUME THE ENTIRE RISK OF ENGAGING IN PEER-TO-PEER PAYMENTS OR OTHER TRANSACTIONS WITH OTHER USERS OF OUR SERVICES (“PEER-TO-PEER TRANSACTIONS”), INCLUDING, WITHOUT LIMITATION, (I) ANY FRAUD, THEFT, MISREPRESENTATION, OR OTHER MISCONDUCT OF OTHER USERS, (II) THAT ANY PRODUCTS OR SERVICES ACQUIRED FROM ANY OTHER USER (INCLUDING, WITHOUT LIMITATION, ANY DIGITAL COLLECTIBLES OR NFTS) IN PEER-TO-PEER TRANSACTIONS MAY NOT BE MERCHANTABLE, FIT FOR ALL OR ANY PURPOSES, AUTHENTIC, OR OTHERWISE MEET YOUR EXPECTATIONS OR ANY REPRESENTATIONS MADE BY THAT USER WITH RESPECT TO THOSE PRODUCTS OR SERVICES (WHETHER VISUAL, WRITTEN, ORAL, OR OTHERWISE), (III) THAT THE USER WITH WHOM YOU ENGAGE IN PEER-TO-PEER TRANSACTIONS HOLDS MARKETABLE TITLE TO THE PRODUCT OR SERVICE OFFERED OR SOLD TO YOU, OR THAT SUCH USER HAS THE RIGHTS NECESSARY TO CONVEY THE RIGHTS IN THE PRODUCT OR SERVICE PROVIDED TO YOU, AND (IV) ANY OTHER CONDUCT OF THE USER WITH WHOM YOU ENGAGE IN PEER-TO-PEER-TRANSACTIONS.

TOKENWAVE AND THE TOKENWAVE PARTIES WILL NOT BE RESPONSIBLE OR LIABLE TO YOU FOR ANY LOSS OF, AND TAKE NO RESPONSIBILITY FOR ANY USE OF, DIGITAL COLLECTIBLES, DIGITAL CURRENCY, OR FIAT CURRENCY, INCLUDING, WITHOUT LIMITATION, ANY LOSSES, DAMAGES OR CLAIMS ARISING FROM: (A) USER ERROR SUCH AS FORGOTTEN PASSWORDS OR ACCOUNT CREDENTIALS, INCORRECTLY CONSTRUCTED TRANSACTIONS, MISDELIVERED TRANSACTIONS, UNSUPPORTED DIGITAL COLLECTIBLES OR DIGITAL CURRENCIES, OR MISTYPED ADDRESSES; (B) SERVER FAILURE OR DATA LOSS; (C) CORRUPTED WALLET FILES; (D) UNAUTHORIZED ACCESS TO APPLICATIONS; (E) ANY THIRD PARTY ACTIVITIES, INCLUDING, WITHOUT LIMITATION, (I) FRAUD, THEFT, MISREPRESENTATION, OR OTHER MISCONDUCT OR (II) THE USE OF VIRUSES, PHISHING, BRUTEFORCING OR OTHER MEANS OF ATTACK AGAINST OUR SERVICES, DIGITAL COLLECTIBLES, DIGITAL CURRENCY, OR FIAT CURRENCY; OR (F) ANY OF THE MATTERS DESCRIBED IN SECTION 13 BELOW.

NFTS AND DIGITAL CURRENCY ARE INTANGIBLE DIGITAL ASSETS. THEY EXIST ONLY BY VIRTUE OF THE OWNERSHIP RECORD MAINTAINED ON A BLOCKCHAIN. ANY TRANSFER OF TITLE THAT MIGHT OCCUR IN ANY DIGITAL CURRENCY OR NFT OCCURS ON THE DECENTRALIZED LEDGER WITHIN THE APPLICABLE BLOCKCHAIN. WE DO NOT GUARANTEE THAT THE TRANSFER OF TITLE OR RIGHT IN ANY DIGITAL CURRENCY OR NFTS CAN BE EFFECTED.

You are responsible for complying with all applicable laws, rules and regulations, including, but not limited to, the Commodity Exchange Act and the regulations promulgated thereunder by the U.S. Commodity Futures Trading Commission (“CFTC”), the U.S. federal securities laws and the regulations promulgated thereunder by the U.S. Securities and Exchange Commission (“SEC”), and any U.S. state securities laws and the regulations promulgated thereunder by the applicable state regulatory authority. You understand that Tokenwave is not registered or licensed by the CFTC, the SEC, or any financial regulatory authority. No financial regulatory authority has reviewed or approved the use of our Services. Our Services do not constitute advice or a recommendation concerning any commodity, security or other asset. Tokenwave is not acting as an investment adviser or commodity trading adviser to any person. Tokenwave is not your broker, lawyer, intermediary, agent, or advisor and has no fiduciary relationship or obligation to you regarding any other decisions or activities that you effect when using our Services. Neither our communications nor any information that we provide to you is intended as, or will be considered or construed as, advice. Tokenwave makes no recommendation and does not provide any advice about the value of any Digital Collectible or Digital Currency. EACH DIGITAL COLLECTIBLE IS INTENDED FOR CONSUMER ENJOYMENT, USE AND CONSUMPTION ONLY. IT IS NOT A “SECURITY,” AS DEFINED UNDER THE U.S. FEDERAL SECURITIES LAWS, OR UNDER THE SECURITIES LAWS OF ANY U.S. STATE.

12. Limitation of Liability

To the fullest extent permitted by applicable law, Tokenwave and the other Tokenwave Parties will not be liable to you under any theory of liability—whether based in contract, tort, negligence, strict liability, warranty, or otherwise—for any indirect, consequential, exemplary, incidental, punitive or special damages or lost profits, even if Tokenwave or the other Tokenwave Parties have been advised of the possibility of such damages.

The total liability of Tokenwave and the other Tokenwave Parties for any claim, regardless of the form of the action, (a) arising out of or relating to these Terms or our Services (but not your purchase or acquisition of an Additional Product) is limited to the greater of $100 or the amount in USD paid by you to Tokenwave for the products or services on our Services that gives rise to the liability and (b) arising out of your purchase or acquisition of an Additional Product is limited to (i) replacement of the Additional Product or (ii) the Credit, each as determined in accordance with Section 1. None of the Tokenwave Parties will have any liability for any Peer-to-Peer Transactions.

The limitations set forth in this Section 12 will not limit or exclude liability for the gross negligence, fraud or intentional misconduct of Tokenwave or the other Tokenwave Parties or for any other matters in which liability cannot be excluded or limited under applicable law. Additionally, some jurisdictions do not allow the exclusion or limitation of incidental or consequential damages, so the above limitations or exclusions may not apply to you.

13. Acknowledgement of Risks and Release

There are risks associated with the acquisition, use, holding, exchange and transfer of, and otherwise transacting in, Digital Collectibles and Digital Currency (including, without limitation, purchase, sale, storage, and transfer of NFTs) and use of our Services (including, without limitation, the Payment Services) that may cause you to incur financial losses including, without limiting, the following:

• Your Digital Collectibles or Digital Currency may be stolen or accessed (or your Digital Collectibles may be copied) without your authorization, including, without limitation, due to theft, loss, or mishandling of applicable private keys;
• You may be unable to collect Digital Collectibles or receive Digital Currency if you are unwilling or unable to create the applicable account or enter the applicable code or other mechanism for identifying your purchase transaction;
• • The existence of any Digital Collectible or Digital Currency may be compromised due to technological failure, technological progression, changes in operating rules of the underlying protocols of a Digital Collectible or Digital Currency (commonly known as “forks”), third-party attacks (including, without limitation, attacks on third-party systems on which our Services may rely, such as the Payment Processor, banks, credit card companies or networks, cloud computing services or data centers, or other Third-Party Services), or third party failures (including, without limitation, failures of third parties on which our Services may rely, such as bank failures that prevent depositor access to funds in those banks);
• The value of Digital Currency or Digital Collectibles (including, without limitation, NFTs) may be highly volatile (including, without limitation, rapidly decreasing or falling to zero), and any Digital Currency or Digital Collectible may lose some or all of its value due to, among other things, lack of demand, market manipulation, changes to applicable law, government regulation;
• Information or instructions transmitted over the Internet may be delayed, interrupted, stolen, or altered due to software or hardware malfunction or third-party attacks;
• Your Digital Currency or Digital Collectibles (including, without limitation, NFTs) may be subject to scams or other types of fraud perpetrated by third parties;
• The risks described in Section 11 with respect to Peer-to-Peer Transactions may occur;
• You assume full responsibility and agree that Tokenwave will not have any responsibility or liability for any losses, damages, or other harm you may incur in connection with any or all such risks; and
• • Your Droppp Wallet is not a depository account and are not protected by any government-backed depositor compensation, insurance or guarantee scheme;

You hereby irrevocably waive, release, and discharge any and all claims, whether known or unknown to you, against Tokenwave or any of its affiliates and their respective shareholders, members, directors, officers, employees, attorneys, agents, representatives, service providers, suppliers, and other business partners related to any of the risks set forth herein, any Peer-to-Peer Transactions, disputes between users (including, without limitation, any disputes related to Peer-to-Peer Transactions), or the acts or omissions of third parties (including, without limitation, the acts of any other users in connection with Peer-to-Peer Transactions). You waive application of Section 1542 of the Civil Code of the State of California, or any similar statute or law of any other jurisdiction. Section 1542 reads as follows: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS, HER, OR THEIR FAVOR AT THE TIME OF EXECUTING THE RELEASE AND THAT, IF KNOWN BY HIM, HER, OR THEM, WOULD HAVE MATERIALLY AFFECTED HIS, HER, OR THEIR SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY.”

14. Transfer and Processing Data

In order for us to provide our Services, you agree that we may process, transfer and store information about you in the United States and other countries, where you may not have the same rights and protections as you do under local law.

15. Dispute Resolution; Binding Arbitration

PLEASE READ THIS SECTION CAREFULLY BECAUSE IT REQUIRES YOU AND TOKENWAVE TO ARBITRATE CERTAIN DISPUTES AND CLAIMS AND LIMITS THE MANNER IN WHICH WE CAN SEEK RELIEF FROM EACH OTHER. ARBITRATION PRECLUDES YOU AND TOKENWAVE FROM SUING IN COURT OR HAVING A JURY TRIAL. YOU AND TOKENWAVE AGREE THAT ARBITRATION WILL BE SOLELY ON AN INDIVIDUAL BASIS AND NOT AS A CLASS ARBITRATION, CLASS ACTION, OR ANY OTHER KIND OF REPRESENTATIVE PROCEEDING. TOKENWAVE AND YOU ARE EACH WAIVING THE RIGHT TO TRIAL BY A JURY. NO CLASS OR REPRESENTATIVE ACTIONS OR ARBITRATIONS ARE ALLOWED UNDER THIS ARBITRATION AGREEMENT.

• Informal Dispute Resolution Prior to Arbitration. For any dispute or claim that you have against Tokenwave, that Tokenwave has against you or that you have, or Tokenwave has, in each case relating in any way to these Terms or the Sites, or any aspect of the relationship between you and Tokenwave as relates to these Terms or our Services (collectively, “Claims” and each a “Claim”), you and Tokenwave agree to attempt to first resolve the Claim informally via the following process. If you assert a Claim against Tokenwave, you will first contact Tokenwave by sending a written notice of your Claim (“Claimant Notice”) to Tokenwave by certified mail addressed to Tokenwave, LLC, Attn: Legal, 2802 Wetmore Avenue Everett, WA 98201 or by email to [email protected]. The Claimant Notice must (i) include your name, residence address, email address, and telephone number; (ii) describe the nature and basis of the Claim; and (iii) set forth the specific relief sought. If Tokenwave asserts a Claim against you, Tokenwave will first contact you by sending a written notice of Tokenwave’s Claim (“Tokenwave Notice”) to you via email to the primary email address associated with your account. The Tokenwave Notice must (x) include the name of a Tokenwave contact and the contact’s email address and telephone number; (y) describe the nature and basis of the Claim; and (z) set forth the specific relief sought. If you and Tokenwave cannot reach an agreement to resolve the Claim within thirty (30) days after you or Tokenwave receives such a Notice, then either party may submit the Claim to binding arbitration as set forth below. The statute of limitations and any filing fee deadlines shall be tolled for thirty (30) days from the date that either you or Tokenwave first send a Claimant Notice or a Tokenwave Notice, so that the parties can engage in this informal dispute-resolution process.
• Claims Subject to Binding Arbitration; Exceptions. Except for (i) small claims disputes in which you or Tokenwave seek to bring an individual action in small claims court located in the jurisdiction of your billing address or (ii) any disputes exclusively related to the intellectual property or intellectual property rights of you or Tokenwave, including any disputes in which you or Tokenwave seek injunctive or other equitable relief for the alleged unlawful use of your or Tokenwave’s intellectual property or other infringement of your or Tokenwave’s intellectual property rights (“IP Claims”), all Claims, whether based in contract, tort, statute, fraud, misrepresentation, or any other legal theory, including Claims that are not related to intellectual property or intellectual property rights but are jointly filed with IP Claims, that are not resolved in accordance with Section 15(a) will be resolved by a neutral arbitrator through final and binding arbitration instead of in a court by a judge or jury. Such Claims include, without limitation, disputes arising out of or relating to interpretation or application of this arbitration provision, including the enforceability, revocability, or validity of the arbitration provision or any portion of the arbitration provision. The arbitrator will have the authority to grant any remedy or relief that would otherwise be available in court.
• Federal Arbitration Act. These Terms affect interstate commerce, and the enforceability of this Section will be substantively and procedurally governed by the Federal Arbitration Act, 9 U.S.C. § 1, et seq. (the “FAA”), to the extent permitted by law. As limited by the FAA, these Terms, and the AAA Rules, the arbitrator will have exclusive authority to make all procedural and substantive decisions regarding any dispute and to grant any remedy that would otherwise be available in court, including the power to determine the question of arbitrability.
• Arbitration Procedures. All Claims must be submitted to the American Arbitration Association (the “AAA”) and will be resolved through binding arbitration before one arbitrator. The AAA administers arbitration pursuant to the due process standards set forth by the AAA and rules set forth by the AAA, and the then-current version of the AAA’s Consumer Arbitration Rules, which are available on the AAA’s website (adr.org), as amended by these Terms as follows, will apply to any arbitration between you and Tokenwave:
  • YOU AND TOKENWAVE AGREE THAT ANY ARBITRATION UNDER THESE TERMS WILL TAKE PLACE ON AN INDIVIDUAL BASIS; CLASS ARBITRATIONS AND CLASS ACTIONS ARE NOT PERMITTED, AND YOU AND TOKENWAVE ARE AGREEING TO GIVE UP THE ABILITY TO PARTICIPATE IN A CLASS ACTION. The arbitrator may conduct only an individual arbitration and, except as described below for the additional procedures to govern if twenty-five (25) or more similar or coordinated claims are asserted against Tokenwave or you by the same or coordinated counsel, may not consolidate more than one individual’s claims, preside over any type of class or representative proceeding, or preside over any proceeding involving more than one individual.
  • For any arbitration you initiate, you will pay the consumer filing fee, and Tokenwave will pay the remaining AAA fees and costs. For any arbitration initiated by Tokenwave, Tokenwave will pay all AAA fees and costs.
  • For all arbitrations where the Claims asserted are $25,000 or less, the arbitration shall be resolved according to the AAA’s Procedures for the Resolution of Disputes through Document Submission, and for all other arbitrations the following procedure will apply: (i) the arbitrator will conduct hearings, if any, by teleconference or videoconference, rather than by personal appearances, unless the arbitrator determines upon request by you or by us that an in-person hearing is appropriate; (ii) any in-person appearances will be held at a location that is reasonably convenient to both parties with due consideration of their ability to travel and other pertinent circumstances, and (iii) if the parties are unable to agree on a location, such determination will be made by the AAA or by the arbitrator.
  • If you or Tokenwave submits a dispute to arbitration and the arbitrator orders any exchange of information, you and Tokenwave agree to cooperate to seek from the arbitrator protection for any confidential, proprietary, trade secret, or otherwise sensitive information, documents, testimony, and/or other materials that might be exchanged or the subject of discovery in the arbitration. You and Tokenwave agree to seek such protection before any such information, documents, testimony, and/or materials are exchanged or otherwise become the subject of discovery in the arbitration.
  • In addition, the provisions of Federal Rule of Civil Procedure 68 shall apply and be enforced by the arbitrator.
  • The arbitrator’s decision will follow these Terms and will be final and binding. The arbitrator will have authority to award temporary, interim or permanent injunctive relief or relief providing for specific performance of these Terms, but only to the extent necessary to provide relief warranted by the individual claim before the arbitrator. The award rendered by the arbitrator may be confirmed and enforced in any court having jurisdiction thereof. Notwithstanding any of the foregoing, nothing in these Terms will preclude you from bringing issues to the attention of federal, state or local agencies and, if the law allows, they can seek relief against us for you.
  • The AAA Supplementary Rules for Multiple Case Filings and the AAA Multiple Consumer Case Filing Fee Schedule will apply if twenty-five (25) or more similar claims are asserted against Tokenwave or against you by the same or coordinated counsel or are otherwise coordinated. In addition to the application of the AAA Supplementary Rules for Multiple Case Filings and the AAA Multiple Consumer Case Filing Fee Schedule, you and Tokenwave understand and agree that, when twenty-five (25) or more similar claims are asserted against Tokenwave or you by the same or coordinated counsel or are otherwise coordinated, resolution of your or Tokenwave’s Claim might be delayed. For such coordinated actions, you and Tokenwave also agree to the following coordinated bellwether process:
    1. Counsel for the claimants and counsel for Tokenwave shall each select ten (10) cases (per side) to proceed first in individual arbitration proceedings. The remaining cases shall be deemed filed for purposes of the statute of limitations but not for the purpose of assessing AAA fees. No AAA fees shall be assessed in connection with those cases until they are selected to proceed to individual arbitration proceedings as part of a bellwether process. If the parties are unable to resolve the remaining cases after the conclusion of the initial twenty (20) proceedings, each side shall select another ten (10) cases (per side) to proceed to individual arbitration proceedings.
    2. A single arbitrator shall preside over each case. Only one case may be assigned to each arbitrator as part of a bellwether process unless the parties agree otherwise.
    3. This bellwether process shall continue, consistent with the parameters identified above, until all the claims included in these coordinated filings, including your case, are adjudicated or otherwise resolved.
    4. The statute of limitations and any filing fee deadlines shall be tolled for claims subject to this bellwether process from the time the first cases are selected for a bellwether process until the time your or Tokenwave’s case is selected for a bellwether process, withdrawn, or otherwise resolved.
    5. A court shall have authority to enforce this paragraph and, if necessary, to enjoin the mass filing or prosecution of arbitration demands against Tokenwave or you.
• One Year to Assert Claims. To the extent permitted by law, any Claim or dispute by you or Tokenwave arising out of or related to these Terms or the Sites, or any aspect of the relationship between you and Tokenwave as relates to your use of the Sites, in each case other than IP Claims, must be filed within one year after such Claim or dispute arose; otherwise, the claim is permanently barred, which means that you and Tokenwave will not have the right to assert the Claim.
• Opting Out of Arbitration. You have the right to opt out of binding arbitration within 30 days of the date you first accepted these Terms by providing us notice of your opt-out via email at [email protected] or by certified mail addressed to Tokenwave, LLC, Attn: Legal, 2802 Wetmore Avenue Everett, WA 98201. In order to be effective, the opt-out notice must include your full name, and mailing address, and email address and clearly indicate your intent to opt out of binding arbitration. By opting out of binding arbitration, you are agreeing to resolve disputes in accordance with Section 17.
• Rejection of Future Arbitration Changes. You may reject any change we make to Section 15 (except address changes) by personally signing and sending us notice within 30 days of the change via email at [email protected] or by certified mail addressed to Tokenwave, LLC, Attn: Legal, 2802 Wetmore Avenue Everett, WA 98201. If you do, the most recent version of Section 15 before the change you rejected will apply.
• Severability. If any portion of this Section 15 is found to be unenforceable or unlawful for any reason, including but not limited to because it is found to be unconscionable, (i) the unenforceable or unlawful provision will be severed from these Terms; (ii) severance of the unenforceable or unlawful provision will have no impact whatsoever on the remainder of this Section 15 or the parties’ ability to compel arbitration of any remaining claims on an individual basis pursuant to this Section 15; and (iii) to the extent that any claims must therefore proceed on a class, collective, consolidated, or representative basis, such claims must be litigated in a civil court of competent jurisdiction and not in arbitration. The litigation of those claims will be stayed pending the outcome of any individual claims in arbitration. Further, if any part of this Section 15 is found to prohibit an individual claim seeking public injunctive relief, that provision will have no effect to the extent such relief is allowed to be sought out of arbitration, and the remainder of this Section 15 will be enforceable.

16. Third-Party Services

In making our Services available, Tokenwave (a) uses third-party hosting infrastructures and other technology or third-party services and (b) may provide information about or links to third-party products or services ((a) and (b), “Third-Party Services” and the vendors that provide the Third-Party Services, the “Third-Party Vendors”). Without limiting the foregoing, (i) the Platform and NFTs reside on the Worldwide Asset eXchange, or WAX (“WAX”) blockchain (the “WAX Blockchain”), the WAX Blockchain is a Third-Party Service and WAX is a Third-Party Vendor, (ii) the Droppp Wallet and key management infrastructure from Turnkey is a Third-Party Service and Turnkey is a Third-Party Vendor, (iii) the Payment Services, to the extent provided by our Payment Processors, is a Third-Party Service, and the services provided by the Verification Services Provider is a Third-Party Service and (iv) our Payment Processors and the Verification Services Provider are Third-Party Vendors. Tokenwave does not endorse or make any representations or warranties regarding any Third-Party Services or any Third-Party Vendors, including, without limitation, as to their effectiveness, reliability, accuracy, safety, or appropriateness, or your results. Your use of any Third-Party Services and interactions or communications with Third-Party Vendors is solely between you and the applicable Third-Party Vendor (including, without limitation, being subject to any terms of service or terms of use governing those Third-Party Services). Tokenwave is not responsible or liable in any manner for any Third-Party Services or your interactions or communications with Third-Party Vendors, or for any loss, damage or harm of any sort incurred as the result of any of the foregoing. You access and use such Third-Party Services, and interact with and communicate with such Third-Party Vendors, at your own risk.

17. Governing Law and Venue

Any dispute arising from these Terms and your use of our Services will be governed by and construed and enforced in accordance with the laws of the State of New York, except to the extent preempted by U.S. federal law, without regard to conflict of law rules or principles (whether of the State of New York 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 or cannot be heard in small claims court will be resolved in the state or federal courts of the State of New York and the United States, respectively, sitting in the Southern District of New York.

18. Modifying and Terminating our Services

We reserve the right to modify our Services or to suspend or stop providing all or portions of our Services at any time. You also have the right to stop using our Services at any time. We are not responsible for any loss or harm related to your inability to access or use our Services.

19. Severability

If any portion of these Terms (other than Section 15) is found to be unenforceable or unlawful for any reason, including but not limited to because it is found to be unconscionable, (a) the unenforceable or unlawful provision will be severed from these Terms; (b) severance of the unenforceable or unlawful provision will have no impact whatsoever on the remainder of these Terms; and (c) the unenforceable or unlawful provision may be revised to the extent required to render the Terms enforceable or valid, and the rights and responsibilities of the parties will be interpreted and enforced accordingly, so as to preserve these Terms and the intent of these Terms to the fullest possible extent.

20. Miscellaneous

These Terms, including any terms referenced in these Terms, constitute the entire agreement between you and Tokenwave relating to your access to and use of our Services. Notwithstanding any other provisions of these Terms, all sections of these Terms that by their nature extend beyond the discontinuation of our Services or other termination of your access to our Services, including, without limitation, Sections 1, 3, 4, 5, 6, 7 (except for the license granted therein), and 8 through 20, will survive termination or discontinuation. The failure of Tokenwave to exercise or enforce any right or provision of these Terms will not operate as a waiver of such right or provision. The section titles in these Terms are for convenience only and have no legal or contractual effect. 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. You agree that communications and transactions between us may be conducted electronically. These Terms may not be transferred, assigned or delegated by you, by operation of law or otherwise, without our prior written consent, and any attempted transfer, assignment or delegation without such consent will be void and without effect. We may freely transfer, assign or delegate these Terms or our Services, in whole or in part, without your prior written consent.