Version Date: September 19, 2018

DROPIL, INC. TERMS OF SERVICE AGREEMENT

This is a binding agreement between you and Dropil, Inc. (“Dropil” or “We”). By opening and/or using one or more accounts with Dropil, you (“you” and the term “user” may be used interchangeably) agree that you have read, understood, and accept all of the terms and conditions contained in this Terms of Service Agreement (“Agreement”), as well as our Privacy Policy.

 

We may modify this Agreement at any time and in our sole discretion. If we do so, we will

change the “Version Date” above. By continuing to use the Dropil Site or its services following the release of any update of this Agreement, you consent to any and all updated terms of this Agreement. You are strongly encouraged to check this page regularly

for updates to the terms of this Agreement.

 

PART 1: GENERAL USE

 

  1. Dropil Services

1.1. Eligibility. You hereby represent and warrant that you are fully able and competent to enter into the terms, conditions, obligations, affirmations, representations and warranties set forth in this Agreement and to abide by and comply with its terms. By accessing the Dropil Site, you are representing and warranting that, you are of the legal age of majority in your jurisdiction as is required to access the Dropil Site and its related services (as referenced below). You further represent that you are otherwise legally permitted to use the Dropil Site and its related services in your jurisdiction including owning cryptocurrencies, and accessing Dropil’s various services. You further represent you are responsible for ensuring compliance with the laws of your jurisdiction and acknowledge that Dropil is not liable for your compliance with such laws. By utilizing the Dropil platform in any way, you represent that you understand the inherent risks associated with cryptocurrencies, and warrant that you have a working understanding of the usage of cryptocurrencies such as Ethereum (ETH) and Bitcoin (BTC), smart contract based tokens such as those that follow the Ethereum Token Standard, and blockchain-based software systems.

 

Subject to the foregoing, there are no further restrictions on the ability to open one or more accounts on the Dropil platform.  However, certain of the features and/or capabilities made available on the Dropil platform may only be accessible following verification of a validly issued government identification.

 

1.2. Dropil Services. Your Dropil Account (“Dropil Account” or “Account”) provides access to the following Dropil services, accessible to all users (upon availability) unless otherwise noted: the Dropil wallet, allowing users to deposit, transfer to other users, store and withdraw their Drop tokens; the “Arthur Analysis” platform (“Arthur”) featuring various trading and notification tools, the “Smart Wallet” featuring various cryptocurrency wallet services; as well as any future services that may become available (“Future Services”); and, for only “Eligible Users” (as defined below), unrestricted use of the “Dex” automated trading service (“Dex”). Collectively, the aforementioned specified services along with the Future Services are referred to as the “Dropil Services” in this Agreement. Dropil is not a bank or financial institution and does not provide investment or financial advice or consulting services to users of the Dropil Services.  

 

  1. Dropil Account Registration; Dex-Eligible Accounts

2.1. Registration. In order to use the Dropil Services, you may register for any number of Dropil Accounts. However, users are subject to a limit of three (3) primary “Dex-Eligible” Dropil Accounts per verified user, subject to any applicable provisions below. At any time following the Dropil Account registration process, users seeking unrestricted use of the Dex service must submit to Truwho, an identification verification service provider, information including but not limited to the user’s name, email address and copy of valid government ID. Following successful submission and verification of the appropriate documentation, Truwho will provide a user with a unique TruID, which in turn permits a user to designate up to three primary Dex-Eligible Dropil Accounts.  Dropil will only receive from Truwho a Dropil user’s associated TruID, and will not be provided access to any such personal information supplied to Truwho.

 

We may, in our sole discretion, refuse to open Dropil Account(s) for any user, limit the number of Dropil Accounts that any user may hold, and/or render ineligible any particular Dropil Account for usage with the Dex service or otherwise.

 

2.2. Eligibility for Dex Service. Following registration of your Dropil Account(s), you will have the ability to access all of the Dropil Services, subject to certain eligibility requirements applicable only with regard to the unrestricted use of the Dex service. Users having acquired a TruID (“Eligible Users”) are permitted unrestricted use of the Dex service in up to three primary “Dex-Eligible” Accounts. The Dex service offers Eligible Users the option to use one of three available “modes” in a primary Dex-Eligible Account: “Safe”, “Moderate” or “Aggressive” mode. For the purpose of curbing potential abuses of the Dex service, Eligible Users are limited to a total of one primary Dropil Account per Dex mode, each of which is a Dex-Eligible Account.

 

Only Eligible Users are permitted unrestricted use of the Dex service. To become an Eligible User, Dropil Account holders must provide to Truwho all information requested for the purposes of identity verification, and in addition, to abide by any terms of service prescribed by Truwho (with all such identity verification requests collectively referred to as “Know-Your-Customer” or “KYC” Process).

 

With regard to users seeking unrestricted continued use of the Dex service following the implementation of the KYC Process, such users must attain Eligible User following such implementation. Dropil users that do not attain Eligible User status following implementation of the KYC Process will be able to maintain their active Dex cycle, and all subsequent Dex cycles and automatic recontributions until the time when any Dex cycle is quit. Following implementation of the KYC Process, users of Dex that have not attained Eligible User status will not be able to make additional contributions to Dex cycles, and will be limited to the automated re-contributions. These users will still have access to their Drops and all of the Dropil portals, however, they will not be able to start a new Dex profile or add to their current Dex profile until they attain Eligible User status by taking the steps necessary to acquire a TruID. Users may seek to acquire a TruID, and in turn unlock unrestricted use of the Dex service, at any time. Generally, any services that Dropil offers that do not require a TruID would be accessible to all users, regardless of their Eligible User status.

 

Eligible Users will be limited to a total of three primary Dex-Eligible Accounts. Following implementation of the KYC Process, those seeking to achieve Eligible User status are encouraged to reallocate Drops among any multiple Dropil Accounts they may have so as to conform to the Dex-Eligible Account requirements. A TruID will permit an Eligible User to designate up to three associated Dropil Accounts as primary Dex-Eligible Accounts (one primary Dex-Eligible Account per mode). Eligible Users will be permitted any number of secondary Dex-Eligible Accounts (for reasons including but not limited to managing family accounts), for any mode, provided that all such secondary Dex-Eligible Accounts will be subject to the (a) Dex valuation conditions of the associated primary Dex-Eligible Account and (b) identical Dex cycle termination times as the associated primary Dex-Eligible Account. Additional detail regarding the administration of secondary Dex-Eligible Accounts is available in the Dropil Knowledge Base portion of the Dropil website. All other accounts of an Eligible User not designated as either a primary or secondary Dex-Eligible Account will not be able to make additional contributions to Dex cycles, and will be limited to the automated re-contributions.

 

  1. Smart Wallet Service

3.1. In General. The Smart Wallet service provides users access to a range of digital wallet services and capabilities for certain supported cryptocurrencies (each a  “Digital Currency”). Dropil’s Smart Wallet affords users services including, but not limited to, the ability to store, track, send, receive and manage (collectively, the “Wallet Services”) Digital Currency from third parties by giving instructions through the Dropil Site (with any use of the Wallet Service comprising a “Digital Currency Transaction”). To the extent any of the Wallet Services are designated as premium services requiring payment in the form of Drops, any such related terms will be made available on the Dropil website. The risk of loss in trading or holding any Digital Currency can be substantial. You should therefore carefully consider whether trading or holding Digital Currencies is suitable for you in light of your financial condition.

 

Dropil reserves the right to refuse to process or to cancel any pending Digital Currency Transaction as required by law or in response to a subpoena, court order, or other binding government order or to enforce transaction limits. Dropil cannot reverse a Digital Currency Transaction which has been broadcast to a Digital Currency network. The Wallet Services are available only in connection with those Digital Currencies that Dropil, in its sole discretion, decides to support. The range of Digital Currencies that Dropil supports may change from time to time, as indicated within the Smart Wallet portal (when available) within the Dropil website. Under no circumstances should you attempt to use the Smart Wallet service to store, send, request, or receive Digital Currencies in any form that are not explicitly supported by Dropil. Dropil assumes no responsibility or liability in connection with any attempt to use Dropil Services, including the Smart Wallet service, for unsupported Digital Currencies.

 

Dropil is not responsible for any loss of Digital Currency from the use of the Smart Wallet service.  Dropil employs state-of-the art technology and best practices to secure your Digital Currencies, however we are unable to guarantee against the risk of losing your Digital Currencies for reasons including, but not limited to: (i) any brute force attack, (ii) server failure or data loss; (iii) forgotten passwords, private keys or phrase; (iv) corrupted wallet files (v) software issues; (vi) intrusions and/or hacks against Dropil’s servers or against Dropil’s providers’ servers; (vii) incorrectly constructed transactions or mistyped Digital Currency addresses; (viii) “phishing” or third-parties posing as Dropil. Storing one or more Digital Currencies does not provide a user with any guarantee against the risk of loss, and further, Dropil is not responsible for any loss. We do not have access to the Digital Currencies stored in the Smart Wallet service. The private keys corresponding to any of the Digital Currencies with which you use any Wallet Service are stored within the Smart Wallet service only in encrypted form – Dropil cannot access or recover your private keys.

 

3.2. Digital Currency Transactions & Monitoring. Dropil processes Digital Currency Transactions according to the instructions received from its Smart Wallet users and we do not guarantee the identity of any user, receiver, requestee or other party. You should verify all transaction information prior to submitting instructions to Dropil through the Smart Wallet service. Once submitted to a Digital Currency network, a Digital Currency Transaction will be unconfirmed for a period of time pending sufficient confirmation of the transaction by the Digital Currency network. A transaction is not complete while it is in a pending state. Funds associated with transactions that are in a pending state will be designated accordingly, and will not be included in your Smart Wallet dashboard or be available to conduct transactions. Your Digital Currency Transactions may be subject to network fees, estimates of which will be provided at or before the time you authorize the Digital Currency Transaction. Dropil reserves the right to delay any Digital Currency Transaction if it perceives a risk of fraud or illegal activity. The Smart Wallet service also provides the capability of monitoring various Digital Currency wallets that are neither associated with, nor in any way controlled by Dropil.  Dropil cannot assurance the timeliness or accuracy of information with regard to any Wallet Service as these qualities are often dependent upon factors outside of Dropil’s control (for example, congestion on one or more block chain networks).

 

3.3. Third Party Payments. Dropil has no control over, or liability for, the delivery, quality, safety, legality or any other aspect of any goods or services that you may purchase or sell to or from a third party (including other Dropil users), in connection with Digital Currency sent and/or received from your Smart Wallet or otherwise. Dropil is not responsible for ensuring that a buyer or a seller you may transact with will actually complete the transaction or is authorized to do so. If you experience a problem with any goods or services purchased from, or sold to, a third party in connection with Digital Currency transferred using the Smart Wallet, and/or if you have a dispute with such third party, you must resolve the dispute directly with that third party.

3.4 Operation of Digital Currency Protocols. Dropil does not own or control the underlying software protocols which govern the operation of Digital Currencies supported within the Smart Wallet service, with the exception of any Digital Currency native to the Dropil ecosystem such as the Dropil token. In general, the underlying protocols of Digital Currencies are open source and anyone can use, copy, modify, and distribute them. By using the Dropil platform, you acknowledge and agree that with regard to Digital Currencies (other than those native to the Dropil ecosystem) (i) that Dropil is not responsible for operation of the underlying protocols and that Dropil makes no guarantee of their functionality, security, or availability; and (ii) that the underlying protocols are subject to sudden changes in operating rules (a/k/a “forks”), and that such forks may materially affect the value, function, and/or even the name of the Digital Currency you store in the Smart Wallet. In the event of a fork, you agree that Dropil may temporarily suspend the Smart Wallet service (with or without advance notice to you) and that Dropil may, in its sole discretion, decide whether or not to support (or cease supporting) either branch of the forked protocol entirely. You acknowledge and agree that Dropil assumes absolutely no responsibility whatsoever in respect of an unsupported branch of a forked protocol.

 

3.5 Advanced Protocols. Unless specifically announced on our website or through some other official public statement of Dropil, we do not support metacoins, colored coins, side chains, or other derivative, enhanced, or forked protocols, tokens, or coins which supplement or interact with a Digital Currency supported by Dropil (collectively, “Advanced Protocols”). Do not use your Dropil Account to attempt to receive, request, send, store, or engage in any other type of transaction involving an Advanced Protocol. The Dropil platform is not configured to detect and/or secure Advanced Protocol transactions and Dropil assumes absolutely no responsibility whatsoever in respect to Advanced Protocols.

 

  1. Arthur Analysis Service

 

4.1.  In General. All Dropil Account holders are eligible to use Arthur Analysis (or any future iteration of such service made available), subject to (i) applicable fees payable in Drops or other specified form of payment, or (ii) any future restrictions on eligibility. The Arthur Analysis service provides the user with a suite of informational Digital Currency trading tools, including but not limited to data related to potential arbitrage opportunities, market data concerning particular Digital Currencies (e.g. price, volume, market cap, etc.) and related customizable user notifications, potentially cost-effective trading and transfer pathways, and other tools that may be released through Arthur Analysis from time to time. The range and availability of tools offered within the Arthur Analysis service may vary at any time at the sole discretion of Dropil and without notice.  

 

4.2. Disclaimer Regarding Application of Informational Tools. The data made available through the Arthur Analysis service and its underlying tools is for informational purposes only. Further, the cryptocurrency markets are often characterized by extreme volatility with regard to prices, liquidity, cost and speed of transfer, network congestion and security. Accordingly, Dropil cannot make any express or implied guarantee of the accuracy of information presented through Arthur Analysis at any given time, or of a user’s ability or likelihood to apply such information towards successfully making a profit (or of mitigating loss) on any particular transaction implemented by the user, based in whole or in part upon such information. Dropil will not be held responsible in any way for losses or other adverse consequences resulting from a user’s personal trading activity. Users applying information made available through Arthur Analysis to their personal trading activity do so at their own risk and with the understanding that Dropil is neither entitled to a user’s ensuing profits nor liable for a user’s losses resulting from such application. In its current form, Arthur Analysis is a service that is not a brokerage or exchange of any kind. Users do not have the ability to buy or sell Digital Currencies directly or indirectly through the Arthur Analysis service. Further, neither the Arthur Analysis service nor Dropil acts as principal or agent in connection with a user’s purchase or sale of Digital Currencies based upon information presented through the Arthur Analysis service. For the convenience of the user, links to other exchanges may be made available; however, the availability of these links from the Arthur Analysis service does not give rise to a fiduciary and/or agency relationship between Dropil and the user, since the user is executing their trades through third party exchanges.  

 

4.2.1 Arbitrage Tool. With regard to information presented in connection with arbitrage opportunities, Dropil makes no assurance that the estimated potential value, percentage gain or other metric relating to any hypothetical arbitrage transaction may be achieved, for reasons including but not limited to: one or more external exchanges may not be operational at a given time; the speed at which one or more Digital Currencies may be successfully transmitted from one wallet to another (regardless of whether such wallet resides on an exchange) through the blockchain may adversely affect the net realized gain, if any, of any such arbitrage opportunity; the price disparity of a particular Digital Currency between or among exchanges may diminish substantially before there is ample time to carry out all the necessary steps to fully execute an arbitrage opportunity; exchange and wallet transfer fees may vary significantly and substantially without warning, which may also adversely impact any net realized gains; certain trading pairs may be unavailable; and the speed and or accuracy of data updates in the Arthur Analysis arbitrage table may be adversely impacted as a result of any number of technical issues, outages, etc.  

 

4.2.2 Signals Tool. Users choosing to configure any number or type of “signals” made available through the Signals tool do so with the understanding that Dropil may not be held responsible for any delayed, failed, or incorrectly transmitted notification of a user-configured signal. Once all the conditions of a user-configured signal are met, alerts will be sent to the user through one or more modes of communication, including but not limited to Telegram or email. A Signal alert may not successfully reach the user for any number of reasons, such as the failure or outage of Telegram, email servers, or other data or service providers. Even without such failure or delay of an alert, the validity and usefulness of the information represented in a successfully transmitted alert of a user-configured Signal may be diminished due to market volatility, incorrect pricing or other information sourced from an exchange, or other unforeseen technical issues or market conditions. In particular, a Digital Currency may be temporarily or permanently delisted from an external exchange without notice, or support for certain Digital Currencies and/or exchanges may become unavailable within Signals, in which case a user-configured Signal may have diminished utility.  

 

4.2.3 Cash In/Out Tool. The Cash In/Out tool provides a proposed “best” path estimator for either purchasing a particular Digital Currency with cash (with “cash” referring to $USD or other designated fiat, or in certain instances, a fiat-based stablecoin), or selling a particular Digital Currency for cash. Dropil cannot provide assurance that a user will have the ability to (i) transfer a Digital Currency to a particular exchange, or from one exchange to another, (ii) trade one Digital Currency for another or against any fiat pair, (iii) successfully fund with cash an exchange fiat wallet in accordance with jurisdictional or funding source limitations, or (iv) successfully withdraw cash from an exchange following the sale of any Digital Currency. Since the Cash In/Out tool provides estimates, Dropil cannot guarantee that a best cash in or cash-out path represents the least expense and/or cost-effective route for completing a contemplated Digital Currency transaction. Further, Dropil reserves the right to modify without notice the group of exchanges and Digital Currencies supported for use with the Cash In/Out tool, and disclaims any liability that may relate to such modifications.

 

4.3. Payment for Arthur Premium. Immediately upon expiration of any trial period, users having registered to use any level of “Premium” Arthur Analysis service will be charged the first monthly fee in the form of Drops (or in any other form of payment as may be specified in the future) at a predetermined $USD equivalent rate, with such fee to be assessed monthly thereafter at such rate subject to any applicable future modifications. In the event that a user having registered for a Premium service level through a trial period fails to make available the requisite amount of Drops (or any other specified form of payment) at the time when the first monthly fee is due, access to the Premium service will immediately cease. For users failing to make available the necessary payment for any subsequent monthly fee, the user will have seven calendar days following such monthly fee payment due date to make payment before access to the Premium service is terminated. Users electing to allow the use of active Dex funds as a backup source for payments do so with the understanding that such use of Drops while in Dex constitutes an early withdrawal from Dex, and as a result, the user’s subsequent Dex payout will be reduced by an amount of Drops reflecting the payout that would have been attributable to the Drops withdrawn early.

 

  1. General Use, Prohibited Use, and Termination

5.1. Limited License. We grant you a limited, non-exclusive, non-transferable license, subject to the terms of this Agreement, to access and use the Dropil website and the Dropil Services, Brand Guide resources, related content, materials and information (collectively, the “Content”) solely for approved purposes as permitted by Dropil from time to time. Anyone seeking to market the Dropil brand may do so in accordance with the limitations outlined in the “Brand Guide” section of the Dropil website, and is granted a limited license for such marketing purposes. Any other use of the Dropil website or Content is expressly prohibited and all other right, title, and interest in the Dropil website or Content is exclusively the property of Dropil. You agree you will not copy, transmit, distribute, sell, license, reverse engineer, modify, publish, or participate in the transfer or sale of, create derivative works from, or in any other way exploit any of the Content, in whole or in part. “Dropil.com”, “Dropil”, and all logos related to the Dropil Services or displayed on the Dropil website are either trademarks or registered marks of Dropil or its licensors. You may not copy, imitate or use them without Dropil’s prior written consent, with the exception of using the Dropil brand and logo in conformity with the parameters outlined in the Brand Guide.

 

5.2. Accuracy of Dropil Website and Related Media. Although we intend to provide accurate and timely information (i) on the Dropil website and its related portal sites, and (ii) through third-party social media and other digital means, including but not limited to digital services provided by Twitter, Instagram, Telegram, Facebook, Discord, Github, Medium, YouTube, and Reddit,  information presented therein (including, without limitation, the Content) may not always be entirely accurate, complete or current and may also include technical inaccuracies or typographical errors. In an effort to continue to provide you with as complete and accurate information as possible, information may be changed or updated from time to time without notice, including without limitation information regarding our policies, products and services. Accordingly, you should verify all information before relying on it, and all decisions based on information contained on the Dropil website or otherwise drawn from the Content are your sole responsibility and we shall have no liability for such decisions. Links to unaffiliated third-party materials (including without limitation websites and unaffiliated third party Digital Currency exchanges) may be provided as a convenience but are not controlled by us. You acknowledge and agree that we are not responsible for any aspect of the information, content, or services contained in any unaffiliated third-party materials or on any unaffiliated third party sites accessible or linked to the Dropil website.

 

5.3. Unaffiliated Third-Party Access. If, to the extent permitted by Dropil from time to time, you grant express permission to an unaffiliated third party to access or connect to your Dropil Account, either through the unaffiliated third party’s product or service or through the Dropil website, you acknowledge that granting permission to an unaffiliated third party to take specific actions on your behalf does not relieve you of any of your responsibilities under this Agreement. You are fully responsible for all acts or omissions of any unaffiliated third party with access to your Dropil Account. Further, you acknowledge and agree that you will not hold Dropil responsible for, and will indemnify Dropil from, any liability arising out of or related to any act or omission of any unaffiliated third party with access to your Dropil Account.

 

5.4. Prohibited Use. In connection with your use of the Dropil Services, and your interactions with other users, and any unaffiliated third parties, you agree and represent you will not engage in any Prohibited Use defined herein. We reserve the right at all times to monitor, review, retain and/or disclose any information as necessary to satisfy any applicable law, regulation, sanctions programs, legal process or governmental request. We reserve the right to cancel and/or suspend your Dropil Account and/or block transactions or freeze funds immediately and without notice if we determine, in our sole discretion, that your Account is associated with a Prohibited Use.

 

5.6. Suspension, Termination, and Cancellation. Dropil may: (a) suspend, restrict, or terminate your access to any or all of the Dropil Services, and/or (b) deactivate or cancel your Dropil Account if (i) we are so required by a facially valid subpoena, court order, or binding order of a government authority; (ii) we reasonably suspect you of using your Dropil Account in connection with a Prohibited Use; (iii) use of your Dropil Account is subject to any pending litigation, investigation, or government proceeding and/or we perceive a heightened risk of legal or regulatory non-compliance associated with your Dropil Account activity; (iv) you take any action that Dropil deems as circumventing Dropil’s controls, including, but not limited to, actions seeking to violate the above stated Dex-Eligible Account parameters.

 

If Dropil suspends or closes your account, or terminates your use of one or more Dropil Services for any reason, we will provide you with notice of our actions unless a court order or other legal process prohibits Dropil from providing you with such notice. You acknowledge that Dropil’s decision to take certain actions, including limiting access to, suspending, or closing your Dropil Account, may be based on confidential criteria that are essential to Dropil’s risk management and security protocols. You agree that Dropil is under no obligation to disclose the details of its risk management and security procedures to you.

 

You will be permitted to transfer Digital Currency or funds associated with your Smart Wallet [for ninety (90) days] after a Dropil Account deactivation or cancellation unless such transfer is otherwise prohibited (i) under the law, including but not limited to applicable sanctions programs, or (ii) by a facially valid subpoena or court order.

 

5.7. Relationship of the Parties. Dropil is an independent contractor for all purposes. Nothing in this Agreement shall be deemed or is intended to be deemed, nor shall it cause, you and Dropil to be treated as partners, joint ventures, or otherwise as joint associates for profit, or either you or Dropil to be treated as the agent of the other.

 

5.8. Password Security; Contact Information. You are responsible for maintaining adequate security and control of any and all user IDs, passwords and private keys that you use to access the Dropil Services. Users are strongly encouraged to use two-factor authentication in accessing the Dropil Site and the Dropil Services, and may adjust their security features in their user settings. Any loss or compromise of the foregoing information and/or your personal information may result in unauthorized access to your Dropil Account by unaffiliated third-parties and the loss or theft of any Digital Currency and/or funds held in your Dropil Account including in your Smart Wallet. You are responsible for keeping your email address up to date in your Dropil Account profile in order to receive any notices or alerts that we may send you. We assume no responsibility for any loss that you may sustain due to compromise of account login credentials due to no fault of Dropil and/or failure to follow or act on any notices or alerts that we may send to you. In the event you believe your Dropil Account information has been compromised, contact Dropil support immediately.

 

5.9. Taxes. It is your sole responsibility to determine whether, and to what extent, any taxes apply to any transactions you conduct through the Dropil Services, and to withhold, collect, report and remit the correct amounts of taxes to the appropriate tax authorities. Your applicable transaction history is available through your Dropil Account.

 

  1. Customer Feedback, Queries, Complaints, and Dispute Resolution

6.1. Contact Dropil. If you have any feedback, questions, or complaints, contact us via the Dropil Site chat feature, by email at [email protected], or through the Telegram support channel (which can be reached through a link provided on the Dropil website).

 

6.2. Arbitration; Waiver of Class Action. If you have a dispute with Dropil, you agree to first attempt to negotiate any dispute informally for at least 7 days before initiating any arbitration or court proceeding. Such informal negotiations commence upon receipt of written notice from you. If we cannot resolve the dispute on an informal basis, you and we agree that any dispute arising under this Agreement shall be finally settled in binding arbitration, on an individual basis, in accordance with the American Arbitration Association’s rules for arbitration of consumer-related disputes and you and Dropil hereby expressly waive trial by jury and right to participate in a class action lawsuit or class-wide arbitration. The arbitration will be conducted by a single, neutral arbitrator and shall take place in the United States, or in an otherwise mutually agreeable location. The arbitrator may award any relief that a court of competent jurisdiction could award, including attorneys’ fees when authorized by law, and the arbitral decision may be enforced in any court. At your request, hearings may be conducted in person or by telephone and the arbitrator may provide for submitting and determining motions on briefs, without oral hearings. The prevailing party in any action or proceeding to enforce this agreement shall be entitled to costs and attorneys’ fees.

 

Apart from arbitration fees or costs required by such administrator, or by applicable law, to be paid by Dropil, each party will be responsible for any other fees or costs, such as attorney fees that the party may incur. If a court decides that any provision of this section 6.2  is invalid or unenforceable, that provision shall be severed and the other parts of this section 6.2 shall still apply. In any case, the remainder of this Agreement, will continue to apply.

 

  1. General Provisions

7.1. Computer Viruses. We shall not bear any liability, whatsoever, for any damage or interruptions caused by any computer viruses, spyware, scareware, Trojan horses, worms or other malware that may affect your computer or other equipment, or any phishing, spoofing or other attack. We advise the regular use of a reputable and readily available virus screening and prevention software. You should also be aware that SMS and email services are vulnerable to spoofing and phishing attacks and should use care in reviewing messages purporting to originate from Dropil. Always log into your Dropil Account through the Dropil Site, and use two factor authentication whenever possible, to review any transactions or required actions if you have any uncertainty regarding the authenticity of any communication or notice.

 

7.2. Release of Dropil; Indemnification. If you have a dispute with one or more Dropil Account holders, you release Dropil, its affiliates and service providers, and each of their respective officers, directors, agents, joint venturers, employees and representatives from any and all claims, demands and damages (actual and consequential) of every kind and nature arising out of or in any way connected with such disputes. You agree to indemnify and hold Dropil, its affiliates and service providers, and each of its or their respective officers, directors, agents, joint venturers, employees and representatives, harmless from any claim or demand (including attorneys’ fees and any fines, fees or penalties imposed by any regulatory authority) arising out of or related to your breach of this Agreement or your violation of any law, rule or regulation, or the rights of any third party.

 

7.3. Limitation of Liability; No Warranty. YOU ACKNOWLEDGE AND AGREE THAT YOU ASSUME FULL RESPONSIBILITY FOR YOUR USE OF THE DROPIL SITE AND SERVICES. YOU ACKNOWLEDGE AND AGREE THAT ANY INFORMATION YOU SEND OR RECEIVE DURING YOUR USE OF THE DROPIL SITE AND SERVICES MAY NOT BE SECURE AND MAY BE INTERCEPTED OR LATER ACQUIRED BY UNAUTHORIZED PARTIES. YOU ACKNOWLEDGE AND AGREE THAT YOUR USE OF THE DROPIL SITE AND SERVICES IS AT YOUR OWN RISK. RECOGNIZING SUCH, YOU UNDERSTAND AND AGREE THAT, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, NEITHER DROPIL NOR ITS AFFILIATES OR SERVICE PROVIDERS WILL BE LIABLE TO YOU FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, EXEMPLARY OR OTHER DAMAGES OF ANY KIND, INCLUDING WITHOUT LIMITATION DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER TANGIBLE OR INTANGIBLE LOSSES OR ANY OTHER DAMAGES BASED ON CONTRACT, TORT, STRICT LIABILITY OR ANY OTHER THEORY (EVEN IF DROPIL HAD BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), RESULTING FROM THE DROPIL SITE AND SERVICES; THE USE OR THE INABILITY TO USE THE DROPIL SITE AND SERVICES; UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA; STATEMENTS OR CONDUCT OF ANY THIRD PARTY ON THE DROPIL SITE AND SERVICES; ANY ACTIONS WE TAKE OR FAIL TO TAKE AS A RESULT OF COMMUNICATIONS YOU SEND TO US; HUMAN ERRORS; TECHNICAL MALFUNCTIONS; FAILURES, INCLUDING PUBLIC UTILITY OR TELEPHONE OUTAGES; OMISSIONS, INTERRUPTIONS, LATENCY, DELETIONS OR DEFECTS OF ANY DEVICE OR NETWORK, PROVIDERS, OR SOFTWARE (INCLUDING, BUT NOT LIMITED TO, THOSE THAT DO NOT PERMIT PARTICIPATION IN THE DROPIL SERVICES); ANY INJURY OR DAMAGE TO COMPUTER EQUIPMENT; INABILITY TO FULLY ACCESS THE SITE OR SERVICE OR ANY OTHER WEBSITE; THEFT, TAMPERING, DESTRUCTION, OR UNAUTHORIZED ACCESS TO, IMAGES OR OTHER CONTENT OF ANY KIND; DATA THAT IS PROCESSED LATE OR INCORRECTLY OR IS INCOMPLETE OR LOST; TYPOGRAPHICAL, PRINTING OR OTHER ERRORS, OR ANY COMBINATION THEREOF; OR ANY OTHER MATTER RELATING TO THE DROPIL SITE OR SERVICES.

 

THE DROPIL SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT ANY REPRESENTATION OR WARRANTY, WHETHER EXPRESS, IMPLIED OR STATUTORY. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, DROPIL SPECIFICALLY DISCLAIMS ANY IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND/OR NON-INFRINGEMENT. DROPIL DOES NOT MAKE ANY REPRESENTATIONS OR WARRANTIES THAT ACCESS TO THE SITE, ANY PART OF THE DROPIL SERVICES, OR ANY OF THE MATERIALS CONTAINED THEREIN, WILL BE CONTINUOUS, UNINTERRUPTED, TIMELY, OR ERROR-FREE. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES SO THE ABOVE LIMITATION MAY NOT APPLY TO YOU.

7.4. Entire Agreement. This Agreement, the Privacy Policy and Appendices incorporated by reference herein comprise the entire understanding and agreement between you and Dropil as to the subject matter hereof, and supersedes any and all prior discussions, agreements and understandings of any kind (including without limitation any prior versions of this Agreement), and every nature between and among you and Dropil. Section headings in this Agreement are for convenience only, and shall not govern the meaning or interpretation of any provision of this Agreement.

 

7.5. Amendments. We may amend or modify this Agreement by posting on the Dropil Site or emailing to you the revised Agreement, and the revised Agreement shall be effective at such time. If you do not agree with any such modification, your sole and exclusive remedy is to terminate your use of the Dropil Services. You agree that we shall not be liable to you or any third party for any modification or termination of the Dropil Services, or for suspension or termination of your access to the Dropil Services. If the revised Agreement includes a material change, we will endeavor to provide you advanced notice via the Dropil Site, Telegram and/or email before the material change becomes effective.

 

7.6. Assignment. You may not assign any rights and/or licenses granted under this Agreement. We reserve the right to assign our rights without restriction, including without limitation to any Dropil affiliates or subsidiaries, or to any successor in interest of any business associated with the Dropil Services. Any attempted transfer or assignment in violation hereof shall be null and void. Subject to the foregoing, this Agreement will bind and inure to the benefit of the parties, their successors and permitted assigns.

 

7.7. Severability. If any provision of this Agreement shall be determined to be invalid or unenforceable under any rule, law or regulation or any governmental agency, local, state, or federal, such provision will be changed and interpreted to accomplish the objectives of the provision to the greatest extent possible under any applicable law and the validity or enforceability of any other provision of this Agreement shall not be affected.

 

7.8. Change of Control. In the event that Dropil is acquired by or merged with a third party entity, we reserve the right, in any of these circumstances, to transfer or assign the information we have collected from you as part of such merger, acquisition, sale, or other change of control.

 

7.9. Survival. All provisions of this Agreement which by their nature extend beyond the expiration or termination of this Agreement, including, without limitation, sections pertaining to suspension or termination, Dropil Account cancellation, debts owed to Dropil, general use of the Dropil Site, disputes with Dropil, and general provisions, shall survive the termination or expiration of this Agreement.

 

7.10. Governing Law; Statute of Limitations. This Agreement and all aspects of the Dropil Site and Services shall be governed by and construed in accordance with the internal laws of the Commonwealth of Belize, without regard to conflict of law provisions. With respect to any disputes or claims not subject to informal dispute resolution or arbitration (as set forth above), you agree that the laws of the State of California, without regard to principles of conflict of laws, will govern this Agreement and any claim or dispute that has arisen or may arise between you and Dropil, except to the extent governed by United States federal law. You agree that regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to the use of the Dropil Services must be filed within one (1) year after such claim or cause of action arose or be forever barred.

 

7.11. Force Majeure. We shall not be liable for delays, failure in performance or interruption of service which result directly or indirectly from any cause or condition beyond our reasonable control, including but not limited to, any delay or failure due to any act of God, act of civil or military authorities, act of terrorists, civil disturbance, regulatory action, war, strike or other labor dispute, fire, interruption in telecommunications or Internet services or network provider services, failure of equipment and/or software, other catastrophe or any other occurrence which is beyond our reasonable control and shall not affect the validity and enforceability of any remaining provisions.

 

7.12. English Language Controls. Notwithstanding any other provision of this Agreement, any translation of this Agreement is provided for your convenience. The meanings of terms, conditions and representations herein are subject to definitions and interpretations in the English language. Any translation provided may not accurately represent the information in the original English.

 

APPENDIX – PROHIBITED USES

 

You may not use your Dropil Account to engage in the following categories of activity (“Prohibited Uses”). The specific types of use listed below are representative, but not exhaustive. If you are uncertain as to whether or not your use of Dropil Services involves a Prohibited Use, or have questions about how these requirements apply to you, please contact us. By opening a Dropil Account, you confirm that you will not use your Dropil Account to do any of the following:

 

Unlawful Activity: Activity which would violate, or assist in violation of, any law, statute, ordinance, or regulation, sanctions programs administered in your native jurisdiction, or in general, using the Dropil Site in a manner inconsistent with any and all applicable laws and regulations;

 

Abusive Activity: Actions which impose an unreasonable or disproportionately large load on our infrastructure, or detrimentally interfere with, intercept, or expropriate any system, data, or information; transmit or upload any material to the Dropil Site that contains viruses, trojan horses, worms, or any other harmful or deleterious programs; attempt to gain unauthorized access to the Dropil Site, other Dropil Accounts, computer systems or networks connected to the Dropil Site, through password mining or any other means; attempting to bypass any measures of the Dropil Site designed to prevent or restrict access to, or any portion of the Dropil Site or Services; use Dropil Account information of another party to access or use the Dropil Site; or transfer or sell your account access or rights to your account to a third party, unless by operation of law or with the express permission of Dropil; engaging in any automated use of the system, such as using any data mining, robots or similar data gathering and extraction tools; except as may be the result of standard search engine or Internet browser usage, using or launching, developing or distributing any automated system, including, without limitation, any spider, robot (or “bot”), cheat utility, scraper or offline reader that accesses the Dropil Site, or using or launching any unauthorized script or other software; making any unauthorized use of the Dropil Services, including collecting usernames and/or email addresses of users by electronic or other means for the purpose of sending unsolicited email, or creating user accounts by automated means or under false pretenses; systematic retrieval of data or other content from the Dropil Site to create or compile, directly or indirectly, a collection, compilation, database or directory without written permission from Dropil;

 

Abuse Other Users and/or Dropil Agents: Interfere with another individual’s or entity’s access to or use of any Dropil Services; defame, abuse, extort, harass, stalk, threaten or otherwise violate or infringe the legal rights (such as, but not limited to, rights of privacy, publicity and intellectual property) of others; incite, threaten, facilitate, promote, or encourage hate, racial intolerance, or violent acts against others; harvest or otherwise collect information from the Dropil Site about others, including without limitation email addresses, without proper consent; harassing, annoying, intimidating or threatening any individuals serving as agents of Dropil; tricking, defrauding or misleading Dropil, its agents and/or other users, especially in any attempt to learn sensitive account information such as passwords

Fraud: Activity which operates to defraud Dropil, Dropil users, or any other person; provide any false, inaccurate, or misleading information to Dropil; and

Intellectual Property Infringement: Use of Dropil intellectual property, name, or logo, including use of Dropil trade or service marks, without express consent from Dropil or in a manner that otherwise harms Dropil or the Dropil brand; any action that implies an untrue endorsement by or affiliation with Dropil; using the Dropil Services as part of any effort to compete with Dropil; deciphering, decompiling, disassembling or reverse engineering any of the software comprising or in any way making up a part of the Dropil Site and/or platform.

Dropil Inc

Email: [email protected]