Last Updated: October 18, 2021

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") and (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"). These Terms of Service ("Terms") apply to your access to and use of the Platform, acquisition of the Digital Collectibles, and all services made available on 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]

Acquisition of Digital Collectibles

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


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


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

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.

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:

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.

Hosted Wallets

Proprietary Rights

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:

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:

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.

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:

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.


To the fullest extent permitted by applicable law, you will indemnify, defend and hold harmless Tokenwave and our subsidiaries and affiliates, 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; (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.


Your use of our Services is at your sole risk. Except as otherwise provided in a writing by us, our 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 OR ANY DIGITAL COLLECTIBLES are accurate, complete, reliable, current or error-free. While TOKENWAVE attempts to make your use of our Services, any content IN OUR SERVICES, and ALL DIGITAL COLLECTIBLES 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.



You are responsible for complying with all laws and regulations applicable to your transactions, 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 asset or Digital Collectible. 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.

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 arising out of or relating to these Terms or our Services, regardless of the form of the action, is limited to the greater of $100 or the amount paid by you to use our Services.

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.


You acknowledge and agree that there are risks associated with the acquisition and use of Digital Collectibles (including, without limitation, purchase, sale, storage, and transfer of NFTs) (any of the foregoing, a "Token Transaction") and our Services that may cause you to incur financial losses including, but not limited to, the following: (a) your Digital Collectibles or data may be stolen, copied, or accessed without your authorization; (b) you may be unable to collect your Digital Collectibles if you are unwilling or unable to create an account or enter the appropriate code or other mechanism for identifying your purchase transaction; (c) any Digital Collectible may be compromised or cease to operate as intended due to technological failure, technological progression, changes to applicable laws or regulations or third-party attacks; (d) the value of Digital Collectibles (including, without limitation, NFTs) may be highly volatile and any Digital Collectible may lose some or all of its value due to, among other things, lack of demand, market manipulation, government regulation, or any reason described in (c), above; and (e) information or instructions transmitted over the Internet may be delayed, interrupted, stolen, or altered due to software or hardware malfunction or third-party hacks. 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.

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. 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."

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.

Dispute Resolution; Binding Arbitration

Please read the following section carefully because it requires you to arbitrate certain disputes and claims with Tokenwave and limits the manner in which you can seek relief from us, unless you opt out of arbitration by following the instructions set forth below. No class or representative actions or arbitrations are allowed under this arbitration agreement. In addition, arbitration precludes you from suing in court or having a jury trial.

No Representative Actions. You and Tokenwave agree that any dispute arising out of or related to these Terms or our Services is personal to you and Tokenwave and that any dispute will be resolved solely through individual action, and will not be brought as a class arbitration, class action or any other type of representative proceeding.

Arbitration of Disputes. Except for small claims disputes in which you or Tokenwave seeks to bring an individual action in small claims court located in the county of your billing address or disputes in which you or Tokenwave seeks injunctive or other equitable relief for the alleged unlawful use of intellectual property, you and Tokenwave waive your rights to a jury trial and to have any dispute arising out of or related to these Terms or our Services resolved in court. Instead, for any dispute or claim that you have against Tokenwave or relating in any way to our Services, you agree to first contact Tokenwave and attempt to resolve the claim informally by sending a written notice of your claim ("Notice") to Tokenwave by email at [email protected] or by certified mail addressed to Attn: Legal Department 2802 Wetmore Avenue, Everett, WA 98201. The Notice must (a) include your name, residence address, email address, and telephone number; (b) describe the nature and basis of the claim; and (c) set forth the specific relief sought. Our notice to you will be similar in form to that described above. If you and Tokenwave cannot reach an agreement to resolve the claim within thirty (30) days after such Notice is received, then either party may submit the dispute to binding arbitration administered by JAMS or, under the limited circumstances set forth above, in court. All disputes submitted to JAMS will be resolved through confidential, binding arbitration before one arbitrator. Arbitration proceedings will be held in New York, New York in the borough of Manhattan or may be conducted telephonically or via video conference for disputes alleging damages less than $1000, in accordance with the JAMS Streamlined Arbitration Rules and Procedures ("JAMS Rules"). The most recent version of the JAMS Rules are available on the JAMS website and are hereby incorporated by reference. You either acknowledge and agree that you have read and understand the JAMS Rules or waive your opportunity to read the JAMS Rules and waive any claim that the JAMS Rules are unfair or should not apply for any reason.

You and Tokenwave agree that these Terms affect interstate commerce and that the enforceability of this Section 15 will be substantively and procedurally governed by the Federal Arbitration Act, 9 U.S.C. § 1, et seq. (the "FAA"), to the maximum extent permitted by applicable law. As limited by the FAA, these Terms and the JAMS 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. The arbitrator may conduct only an individual arbitration and 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.

The arbitrator, Tokenwave, and you will maintain the confidentiality of any arbitration proceedings, judgments and awards, including, but not limited to, all information gathered, prepared and presented for purposes of the arbitration or related to the dispute(s) therein. The arbitrator will have the authority to make appropriate rulings to safeguard confidentiality, unless the law provides to the contrary. The duty of confidentiality does not apply to the extent that disclosure is necessary to prepare for or conduct the arbitration hearing on the merits, in connection with a court application for a preliminary remedy or in connection with a judicial challenge to an arbitration award or its enforcement, or to the extent that disclosure is otherwise required by law or judicial decision.

You and Tokenwave agree that for any arbitration you initiate, you will pay the filing fee and Tokenwave will pay the remaining JAMS fees and costs. For any arbitration initiated by Tokenwave, Tokenwave will pay all JAMS fees and costs. You and Tokenwave agree that the federal courts of the State of New York and the United States sitting in the Southern District of New York have exclusive jurisdiction over any appeals and the enforcement of an arbitration award.

Any claim arising out of or related to these Terms or our Services must be filed within one year after such claim arose; otherwise, the claim is permanently barred, which means that you and Tokenwave will not have the right to assert the claim.

You have the right to opt out of binding arbitration within 30 days of the date you first accepted the terms of this Section 15 by emailing us at [email protected]. In order to be effective, the opt-out notice must include your full name and 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.

If any portion of this Section 15 is found to be unenforceable or unlawful for any reason, (a) the unenforceable or unlawful provision shall be severed from these Terms; (b) severance of the unenforceable or unlawful provision shall 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 (c) 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, and the parties agree that litigation of those claims shall 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.

Third-Party Services

In making our Services available, Tokenwave (a) uses third-party hosting infrastructures and other technology or 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"). You specifically acknowledge and agree that (i) the Platform and NFTs reside on the Worldwide Asset eXchange, or WAX ("WAX") blockchain (the "WAX Blockchain"), (ii) the WAX Blockchain is a Third-Party Service, and (iii) WAX is a Third-Party Vendor

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.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.

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.


If any provision or part of a provision of these Terms is unlawful, void or unenforceable, that provision or part of the provision is deemed severable from these Terms and does not affect the validity and enforceability of any remaining provisions.


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.