Terms and conditions

CROWDPAD TERMS OF SERVICE

Welcome to Crowdpad! These Terms of Service (“Terms”) are provided by Crowdpad, Inc. and our affiliates (referred to as “we”, “us”, “our” and “ Crowdpad”) and govern your use of Crowdpad.io (“Site”) and our platform, mobile application (“App”) and associated products and services (collectively, our “Services”). Throughout these Terms, we will refer to you as “you”, “your” and “User”.

By downloading and using the App and access or using the Services, you confirm your acceptance of these Terms and our associated Privacy Policy. If you do not agree to these Terms, you must immediately uninstall the App and discontinue its use and the access and use of any Services.

IMPORTANT NOTICE: THESE TERMS CONTAIN AN ARBITRATION PROVISION WITH A CLASS ACTION WAIVER AND A WAIVER OF THE RIGHT TO A JURY AS WELL AS A LIMITATION OF LIABILITY. PLEASE REVIEW SECTION 25 BELOW BEFORE DOWNLOADING OR USING THE APP OR OUR SERVICES. SEE “DISCLAIMER OF WARRANTIES & LIMITATIONS OF LIABILITY” AND “DISPUTE RESOLUTION” BELOW FOR MORE INFORMATION

  1. Description of Services

The App and Services are provided to you to enable you to support and interact with your favorite content creators, which may include influencers, athletes, musicians, artists and celebrities (collectively, “Creators”). For Creators, our Services enables you to engage with, receive support from, and reward your fans. These Terms constitute a binding, legal agreement between you and us and apply to all Users who access or use our Services. Special terms that apply only to Creators are described in Section 15 below.

You may have the opportunity on our Services to create, earn, buy, trade, donate, exchange and otherwise use various digital currencies, social tokens, non-fungible tokens (“NFTs”) and other assets(collectively “Digital Assets”).

Digital Assets that you may acquire on our Services are not intended as investments - they are designed for use and engagement between Creators and their fans. As with any asset, the value of Digital Assets can go up or down, and there can be a substantial risk that you lose value buying, trading, donating and exchanging Digital Assets. You should carefully consider whether trading or holding Digital Assets is suitable for you in light of your financial condition. Crowdpad is not registered with the U.S. Securities and Exchange Commission and does not offer securities services in the United States or to U.S. persons.

  1. Changes and Modifications

Our App and Services may evolve and change over time. For this reason, we may from time to time modify, amend or vary these Terms (collectively, “Modifications”). Please check these Terms regularly to ensure you are aware of any Modifications made by us. If you continue to use the App and Services, you are deemed to have accepted such Modifications. If you do not agree to such Modifications, you should discontinue use and uninstall the App, and discontinue use of the Services.

You understand and agree that we may change or discontinue the App or Services, or change or remove functionality of the App or Services, any time at our sole discretion. If you do not agree to such changes, your sole remedy is to cease use of the App and Services.

We may from time to time need to update the App or send fixes for any errors or bugs in the App. YOU AGREE THAT WE CAN SEND SUCH UPDATES TO THE APP DIRECTLY TO YOUR MOBILE DEVICE.

  1. Additional Rules

Certain portions, features, or functionalities of the Services may be subject to different or additional terms, rules, guidelines or policies (“Additional Rules”), and we may provide such Additional Rules to you via postings, pop-up notices, links, or other means at the time that you access or use the relevant area, feature or functionality. From time to time, such Additional Rules may conflict with this agreement; in the event of such a conflict, the Additional Rules will control.

  1. License to the App

Provided you are in compliance with these Terms, Crowdpad hereby grants you a non-exclusive, non-transferable, revocable license to download and use one copy of the App for your personal, non-commercial use and only on an approved Apple or Android device (“Device”) as permitted by the applicable App Store Terms and in accordance with these Terms (“App License”). All other rights in the App are reserved by Crowdpad. In the event of your breach of these Terms, we will be entitled to terminate the App License immediately.

You agree not to (i) modify, adapt or translate the App or Services or attempt to reverse engineer, decompile, disassemble or otherwise attempt to discover the source code of the App or Services; (ii) remove any copyright notice, trade mark, legend, logo or product identification from the App or Services; (iii) modify, translate or prepare derivative works of the App or Services, or any portion thereof; (iv) make any commercial use of the App or Services; or (v) rent, lease, distribute or lend the App or Services to third parties.

  1. App Store Terms

The App may be available for download from one or more platforms, such as Apple iTunes or Google Play (“App Stores”). Your download, installation, access to or use of the App is also bound by the terms and conditions and privacy policies of the applicable App Store (“App Store Terms”). If there is any conflict between these Terms and the App Store Terms, then these Terms will prevail.

This App is independent of and is not associated, affiliated, sponsored, endorsed or in any way linked to any App Store. You and we acknowledge that these Terms are entered into between you and us only, and not with any App Store, and we, not the App Store, are solely responsible for the App and the content thereof to the extent specified in these Terms.

You and we acknowledge that we, not the relevant App Store, are responsible for addressing any claims of you or any third party relating to the App or your possession and/or use of the App, including, but not limited to: (i) any claim that the App fails to conform to any applicable legal or regulatory requirement; and (ii) claims arising under consumer protection or similar legislation.

You and we acknowledge and agree that the relevant App Store, and that App Store’s subsidiaries, are third-party beneficiaries of these Terms, and that, upon your acceptance of these Terms, that App Store will have the right (and will be deemed to have accepted the right) to enforce these Terms against you as a third-party beneficiary thereof.

  1. Mobile Device and Carrier Requirements

You acknowledge that your agreement with your mobile network provider (“Mobile Provider”) will apply to your use of the App. You acknowledge that you may be charged by your Mobile Provider for data services while using certain features of the App or any other third-party charges as may arise and you accept sole responsibility for such charges. If you are not the bill payer for the Device being used to access the App or Services, you will be assumed to have received permission from the bill payer for using the App or Services. You must also ensure that your use of the App is not in violation of your mobile device agreement or any wireless data service agreement.

  1. Eligibility and Registration/Accounts and Wallets

You must be at least 13 years of age to use the App and our Services.  If you are a minor in your jurisdiction of residence, you must have, and represent that you have, the consent of your parent or legal guardian to agree to these Terms and use the App and Services.  We may, but are not obligated, to require proof of such consent. 

You further affirm that (a) you are not a resident of (or will use the App or Services in) a country that the U.S. government has embargoed for use of the Services, nor are you named on the U.S. Treasury Department's list of Specially Designated Nationals or any other applicable trade sanctioning regulations; (b) you are fully able and competent to enter into the terms, conditions, obligations, affirmations, representations, and warranties set forth in these Terms, and to abide by and comply with these Terms; and (c) you have not been previously banned from using the Services for any reason.

If you are unable to make these representations and warranties or don’t agree to any part of our Terms, you may not access or use our Services or download and use the App.

You agree to provide complete and accurate information when registering to use the App and registering to use our Services and to keep that information updated.  We will create a wallet for you to use the Services (“User Wallet”). You will have the option to provide following information in connection with your User Wallet: username, bio, photo and other information.  We may also collect additional information in connection with transactions as set forth in Section 12 below to comply with applicable laws.

 

You are responsible for maintaining the confidentiality of recovery phrase and other credentials to access your User Wallet (“User Credentials”) and for notifying us immediately of any loss or unauthorized use of your User Credentials. You may not sell or otherwise transfer your User Wallet or any portion thereof.   You are responsible for obtaining and maintaining a wallet with one of the approved wallets for access to and to make transactions on our Services (“User Wallet”).   Please do not share your recovery phase or User Credentials for your User Wallet with any third person; we will never ask to share you recovery phase or User Credentials with use. You agree that you will maintain the security of all information that you provide to us, and that it is solely your responsibility to keep your username, passwords, devices and User Wallets used to access the Services, and all other materials secure and confidential. We assume that any transaction initiated or activity that takes place through your Account using your credentials is authorized by you. You are responsible for all activities on your User Wallet or Account whether authorized or not. If you become aware of any unauthorized access to your User Wallet or Account or any transaction made through your User Wallet or Account that was not authorized by you, it is your responsibility to let us know immediately by contacting us at support@crowdpad.io.

You represent that:

  • you own all rights in and to any content provided by you (“User Content”), including any information, designs, images, animations, videos, audio files, fonts, logos, illustrations, compositions, artworks, interfaces, text, literary works and any other materials, or otherwise have (and will continue to have) the full power, title, licenses, consents and authority, in and to the User Content, as necessary to legally use, publish, transfer or license any and all rights and interests in and to such User Content;

  • you will fully comply with all applicable laws and agreements which govern your use of the App and Services; and

  • you will not use the App and Services in violation of any law or for any fraudulent or illegal activity.

  1. Smart Contracts

The Digital Assets are created through the use of bytecode (“Smart Contracts”) deployed on the Crowdpad network (“Crowdpad Network”) . The Crowdpad Network provides a tamper-resistant ledger of all transactions that occur on that network.  The Digital Assets are subject to many risks and uncertainties, certain of which are described in more detail in these Terms.  

  1. Purchase of Digital Assets

As described above, through the Services, you may have the opportunity to earn, buy, trade, donate, exchange and otherwise use various digital currencies, NFTs, tokens and other Digital Assets. Digital Assets are not legal tender and are not backed by any government, and they are not subject to protections or insurance provided by the Federal Deposit Insurance Corporation or the Securities Investor Protection Corporation. Digital Assets that you may acquire on our Services are not intended as investments - they are designed for use and engagement between Creators and their fans.

You accept the risk of transacting with Digital Assets

While the Services may provide information about the estimated value of Digital Assets, Creator Token and may include information about their historical value, the fiat value of all Digital Assets are subject to volatility and change, and Digital Assets could lose their value, both on an individual as well as a network-wide basis.  Crowdpad does not directly control and is not responsible for the value of any Digital Assets and makes no guarantee, express or implied, of their value in fiat. In addition, Digital Assets that you may use on the Services , may not be freely tradable or exchangeable outside of the Services. You acknowledge and agree that any purchase of or transaction in Digital Assets conducted by you or on your behalf is made voluntarily, willfully, and exclusively at your own risk.

Crowdpad does not provide you with advice or regulated services

In addition, you acknowledge and agree that Crowdpad does not offer securities-related services in the United States or to U.S. persons and is not registered with the U.S. Securities and Exchange Commission. . The information and applications provided in connection with the Services do not constitute investment advice, financial advice, trading advice, or any other sort of advice, and should not be treated by any user as such. Crowdpad makes no recommendation and, apart from providing estimated value or historical value data in certain circumstances, does not provide any advice about the actual present fiat value of any Digital Asset.

  1. Creator Tokens and Creator NFTs

You  may be able to purchase certain tokens offered by Creators (“Creator Tokens”) through the Services and may have the opportunity to use Creator Tokens to purchase or redeem other Digital Assets, or engage in various transactions through your User  Wallet. You may be required to provide information prior to the completion of a transaction for purposes of identity verification and detection and prevention of fraud, money laundering, terrorist financing and other financial crimes. This information may include your legal name, date of birth, mailing address, and picture of a government issued identification (e.g., passport or driver’s license) and/or a selfie, and other information that may be deemed necessary or appropriate by third party payment processors, payment services providers and compliance services providers who partner with Crowdpad to manage transactions on the Services for purposes of identity verification. Crowdpad reserves the right to cancel or reject any transaction for which you provide incomplete or incorrect information, or that you do not confirm within a reasonable time following your initiation of the transaction.

Your ability to use all features on the Services may be limited, depending on your place of residence. Because of jurisdictional restrictions, while you may be able to purchase Creator Token, bridge your Creator Token from the Solana blockchain to the Services, and otherwise interact with the Services, you will be restricted from moving any Creator Token you own on the Crowdpad platform to the Solana blockchain, and, accordingly, any value you acquire will be locked in the Crowdpad sidechain. In addition, residents of US sanctioned countries and sanctioned individuals and businesses may not use the Services or any features of the Services. You are responsible for understanding and complying with these restrictions if you decide to interact with the Services. These restrictions are subject to change.

You may also have the opportunity to purchase non-fungible tokens, or NFTs, distributed by the Creators on our Services (each, a “Creator NFT”). All Creator NFTs minted and distributed through our Services and purchased or received by you are subject to the license rights described in this section (“User License”), and you agree that any Creator NFT that you purchase or receive are subject to these license terms.

When you own a Creator NFT, you own a Digital Asset that is associated with a Creator’s creation. These creations may be a piece of art, a video or audio clip, a digital image, or any other work (the “Digital Media”). You can show off the Digital Media associated with your Creator NFT, and your past ownership of the Creator NFT will be associated with that Digital Media even after you transfer or sell the Creator NFT, as part of the permanent ledger of ownership that will follow that Digital Asset. However, you do not own any Intellectual Property Rights in the underlying Digital Media.  

You shall not have the right, except as otherwise set forth in these Terms, to reproduce, distribute, display, modify, create derivative works of, or commercialize or exploit the Digital Media, in whole or in part, in any way. You shall not apply for, register, or otherwise use or attempt to use the Digital Media, in whole or in part, as a trademark, service mark, or any confusingly similar mark, anywhere in the world.  Subject to your continued compliance with these Terms, you are granted a personal non-exclusive, non-sublicensable license (“User License”) to view and display the Digital Media associated with the Digital Asset solely for the following purposes: (a) for your own personal, non-commercial use; and (b) as part of a marketplace that permits the display, purchase, and sale or other transfer of Creator NFTs, provided the marketplace has mechanisms in place to (i) verify the owners’ rights to display and sell their Creator NFT and (ii) ensure that each subsequent purchaser or transferee of a Creator NFT with associated Digital Media acquires the Creator NFT  subject to all of these Terms. Your User License will be automatically terminated if you violate these Terms. 

You agree that, with respect to any Creator NFT you purchased and properly obtained in accordance with these Terms, you may not, nor permit any third party to do or attempt to do, any of the foregoing: (a) modify, distort, mutilate, or perform any other modification to the related Digital Media; (b) use the related Digital Media to advertise, market, or sell any third-party product or service; (c) use the related Digital Media in connection with images, videos, or other forms of media that depict hatred, intolerance, violence, cruelty, or anything else that could reasonably be found to constitute hate speech or otherwise infringe upon the rights of others; (d) incorporate the related Digital Media in movies, videos, video games, or any other forms of media for a commercial purpose; (e) sell, distribute for commercial gain, or otherwise commercialize merchandise that includes, contains, or consists of representations of the related Digital Media; (f) attempt to trademark, copyright, or otherwise acquire additional intellectual property rights in or to the related Digital Media; or (g) attempt to mint, tokenize, or create an additional cryptographic token representing or associated with the related Digital Media, whether on or off of the Services. 

WE HAVE NO RESPONSIBILITY FOR MAINTAINING AND DO NOT GUARANTEE ANY ACCESS TO DIGITAL MEDIA.

You irrevocably release, acquit, and forever discharge Crowdpad and its respective subsidiaries, affiliates, officers, and successors of any liability for direct or indirect infringement of Intellectual Property Rights for your use in accordance with these Terms of any Digital Media.

“Intellectual Property Rights” means any copyright, trademark, patent, trade secret or any other proprietary or intellectual property right, or any applications to register or sue for infringement of the same that exist in any jurisdiction of the world.

If you own a Creator NFT, you own the Creator NFT outright until you sell, transfer or otherwise pass ownership of your Creator NFT to another party. The User License  and your rights granted pursuant to the User License end immediately upon your sale, transfer, or other dispossession of the Creator NFT.

  1. Transfers

Crowdpad Marketplace. We may offer a marketplace feature via the Services whereby you may purchase Digital Assets from holders of such Digital Assets and sell to other Users Digital Assets you have purchased (the “Crowdpad Marketplace”). If we offer a Crowdpad Marketplace, it will cryptographically verify that each Digital Asset  listed on the Crowdpad Marketplace is owned by the holder listing the applicable Digital Asset on the Crowdpad Marketplace. , If you purchase a Digital Asset through the Crowdpad Marketplace, you will know exactly which Digital Asset you are purchasing. For clarity, the Transfer Royalty (as defined in Section 12) shall apply to all transactions on the Crowdpad Marketplace. The Crowdpad Marketplace would facilitate transactions between buyers and sellers of Digital Assets (“Crowdpad Transfers”), but we are not a party to any agreement between buyers and sellers of Digital Assets and all transactions are effectuated on a public blockchain.  We are not a broker, financial institution, or creditor.  We reserve the right to be the final decision maker on any disputes arising from purchases via the Services, including in connection with any auctions or other purchase methods.

Third-Party Marketplaces. The Digital Assets may be available for purchase on marketplaces other than the Crowdpad Marketplace, from time to time (each, a “Third-Party Marketplace”). If you decide to purchase Digital Assets in any way other than through the Services or from the Crowdpad Marketplace, you understand that such purchases (“Third-Party Transfers”) will be entirely at your sole risk.  For clarity, a Third-Party Marketplace is not part of the Services.  Your use of any Third-Party Marketplace is subject to that site’s terms of use or terms of service, as applicable, and you must comply with applicable third-party terms of use or terms of service when completing your purchase and for any subsequent engagement with the Digital Asset through the Third-Party Marketplace.  If you do not have an account with the Third-Party Marketplace at the time you attempt a purchase, you may be required to establish a user account, with an approved payment method, to complete a purchase for the selected Digital Asset.  The Third-Party Marketplace’s terms of use or terms of service will disclose the custody or ownership model for the Digital Assets purchased through such Third-Party Marketplace, which may include a custodial wallet made available to you by such ThirdParty Marketplace or which may allow you to mint or transfer such Digital Assets into one or more external non-custodial wallets.  In addition, recordation of ownership may be kept “off chain” on an internal ledger or by such other mechanism as determined by the Third-Party Marketplace. 

Notwithstanding the foregoing, you and Crowdpad acknowledge that the Third-Party Marketplace is not responsible for addressing, and you release the Third-Party Marketplace from, any claims of yours or any third party arising out of or relating to the purchase of a Digital Asset including, but not limited to: (a) product liability or breach of warranty claims; (b) any claim that the Digital Asset fails to conform to any applicable legal or regulatory requirement; and (c) claims arising under consumer protection or similar legislation.  You and Crowdpad acknowledge that, in the event of any third-party claim that the Digital Asset or your possession and use of that Digital Asset infringes that third party claimant’s intellectual property rights, Crowdpad, not the operator of the Third-Party Marketplace, will be solely responsible for the investigation, defense, settlement, and discharge of any such intellectual property infringement claim to the extent required by these Terms. You and we acknowledge and agree that the operators of any such Third-Party Marketplace, together with its subsidiaries, sub-licensees, employees, and contractors, are third party beneficiaries of these Terms as they relate to your use of such Third-Party Marketplace for purchase of the Digital Assets, and that, upon your acceptance of these Terms, such operators of any Third-Party Marketplace will have the right (and will be deemed to have accepted the right) to enforce these Terms against you as a third party beneficiary thereof.

  1. Transaction Payments and Fees

We do not currently charge fees for creating an Account or User Wallet, but we reserve the right to do so in the future. You also understand and agree that the Transfer Royalty (as defined below) will apply to all Crowdpad Transfers and External Transfers (collectively, “Transfers”). You further agree that we are not responsible for any transaction between you and a third party (e.g., your purchase of a Digital Asset from a creator of your transfer of a Digital Asset, if transfers are enabled), and we shall have no liability in connection with any such transaction.

When you purchase a Creator Token, Creator NFT or other Digital Asset on the Services, you will be obligated to pay the purchase price specified on the Services, which will be remitted to the Creator or other seller of the Creator Token, Creator NFT or other Digital Asset, less any transaction fee that we may charge on such transaction (“Crowdpad Fees”). Crowdpad may also partner with third party payment processors, payment services providers and compliance services providers to manage transactions on the Services. such third party services providers may charge certain transaction fees. During the transaction completion process, if fees are charged by such third parties to complete your transaction, or gas fees are charged due to a  transaction, the amount of your transaction price that will be allocated towards fees will be automatically deducted from the total transaction price and identified as third party fees (“Third Party Fees”)  prior to the completion of your transaction. As a result, the amount of Digital Asset, Creator NFT or Creator Token that you are transacting with will be equal to the amount of the total transaction price after deduction of Crowdpad Fees and Third Party Fees.

You agree that you will provide us with all the information that we reasonably request, and that if you register with a third party services provider designated by us, you will provide all information required by such third party services provider in order to process payments. It is your responsibility to ensure that all information provided to us and to any third party services provider is accurate, true and complete. In addition, you agree that your account with any third party services provider is subject to all terms, conditions and privacy policies of such provider.  We are not responsible for any delay, failure, damage, or liability caused by a third party services provider, any other third party, a force majeure, or your failure to timely or properly provide us with requested information, or, with respect to third party services provider, your failure to timely or properly set up an account with the payment services provider or otherwise provide requested information for completion of a transaction.

Transfer Royalty:  As for selling or otherwise transferring the Digital Asset when permitted pursuant to the Terms you shall have the limited right to transfer the Digital Asset, including the User License to the Digital Media associated with such Digital Asset subject to the following, all of which shall remain in full force and effect even if you seek to resell such Digital Asset on a different  platform: (i) the transferee must accept all of these Terms and the User License; (ii) prior to the transfer, you shall not have breached these Terms or the User License or had your use or access to the Services terminated; and (iii) Crowdpad shall be entitled to receive in the aggregate, ten percent (10%) of the gross amounts paid by the transferee (and each subsequent transferee) for the Digital Asset (the "Transfer Royalty"), in perpetuity, as provided in the  Terms, and you shall comply with all applicable transfer procedures in place and otherwise fully cooperate with Crowdpad ensure that Crowdpad receives the Transfer Royalty (including through direct remittance, if applicable).

If Crowdpad believes that fraud or attempted fraud, circumvention of any of these Terms or the Crowdpad Privacy Policy, or any violation of law or regulation is taking place with respect to any payment or transaction, we may take action to withhold, delay, or cancel the transaction, or seek repayment of payments associated with such fraud or violations, in our sole discretion. In such cases, we may also suspend or terminate the Account or Accounts associated with such actions or attempted transactions.

  1. Ownership

If you earn, buy and otherwise receive Digital Assets on the Services, such Digital Assets are owned by you. The Digital Asset will be transferred to your User Wallet by virtue of a smart contract that records your transaction on the Solana blockchain.  Crowdpad will record your ownership of these Digital Assets in your User Wallet or Account for your benefit, and Crowdpad will have no title or ownership rights over such Digital Assets. As the owner of the Digital Assets, you will bear all risk of loss with respect to the Digital Assets. Crowdpad will have no liability for any change or fluctuation in the value of any Digital Assets.

You acknowledge and agree that you are solely responsible for deciding on the suitability, value, and appropriateness of Digital Asset ownership for yourself, and that Crowdpad does not give advice or recommendations regarding purchasing Digital Assets. You agree and understand that you access and use the Services at your own risk, and that when you purchase any Digital Assets on the Services, such purchase is made of digital goods that you have made the decision to purchase on your own accord.

YOU ACKNOWLEDGE AND AGREE THAT ONCE PURCHASED, THERE ARE NO REFUNDS ON ANY DIGITAL ASSETS, INCLUDING CREATOR TOKENS AND CREATOR NFTS. ALL COMPLETED TRANSACTIONS ARE FINAL.

  1. Community Guidelines

We strive to provide Services that are safe and secure for all of our Users.  Therefore, we require all Users to agree to these Community Guidelines relating to their use of the Services. You agree not to use the App or Services in any way, provide User Content, Creator Materials, Digital Assets or Digital Media, or engage in any conduct that:

  • is unlawful, illegal or unauthorized;

  • is defamatory of any other person;

  • is obscene, sexually explicit or offensive;

  • advertises or promote any other product or business;

  • is likely to harass, upset, embarrass, alarm or annoy any other person;

  • is likely to disrupt our service in any way; 

  • promotes discrimination based on race, sex, religion, nationality, disability, sexual orientation or age;

  • infringes any copyright, trademark, trade secret, or other proprietary right of any other person; or

  • advocates, promotes or assists any violence or any unlawful act.

You further agree not to:

  • publish and/or make any use of the App or Services on any website, media, network or system other than those provided by us, and/or frame, “deep link”, “page scrape”, mirror and/or create a browser or border environment around any of the App or Services (or any part thereof);

  • use any “robot”, “spider” or other automatic device, program, script, algorithm, or methodology, or any similar or equivalent manual process, to access, acquire, copy, or monitor any portion of the App or Services (or any of its data), or in any way reproduce or circumvent the navigational structure or presentation of any of the App or Services to obtain or attempt to obtain any materials, documents, services or information through any means not purposely made available through the App or Services;

  • purchase search engine or other pay-per-click keywords (such as Google AdWords), or domain names that use our name or the Crowdpad trademarks and/or variations and misspellings thereof;

  • impersonate any person or entity or provide false information on the App or Services, whether directly or indirectly, or otherwise disguise your identity or the origin of any message or transmittal you send to us and/or any of our other visitors or users;

  • falsely state or otherwise misrepresent your affiliation with any person or entity, or falsely express or imply that we or any third party endorses you, or any statement you make;

  • reverse look-up, trace, or seek to trace another user of the App or Services, or otherwise interfere with or violate any other user’s right to privacy or other rights, or harvest or collect personally identifiable information about visitors or users of the App or Services without their express and informed consent;

  • disable, circumvent, bypass or otherwise avoid any measures used to prevent or restrict access to the App or Services or the Account of another user or any other systems or networks connected to the Services, by hacking, password mining, or other illegitimate or prohibited means;

  • probe, scan, or test the vulnerability of the App or Services or any network connected to the Services;

  • upload to the App or Services or otherwise use them to design, develop, distribute and/or otherwise transmit or execute, any virus, worm, Trojan Horse, time bomb, web bug, spyware, malware, or any other computer code, file, or program that may or is intended to damage or hijack the operation of any hardware, software, or telecommunications equipment, or any other actually or potentially harmful, disruptive, or invasive code or component;

  • take any action that may impose an unreasonable or disproportionately large load on the infrastructure of the App or Services or our systems or networks connected to the Services, or otherwise interfere with or disrupt the operation of any of the App or Services, or the servers or networks that host them or make them available, or disobey any requirements, procedures, policies, or regulations of such servers or networks; or

  • use the App or any of the Services in connection with any form of spam, unsolicited mail, fraud, scam, phishing, “chain letters”, “pyramid schemes” or similar conduct, or otherwise engage in unethical marketing or advertising.

We reserve the right, but do not have the obligation, at our sole discretion to edit, delete, remove or block any User Content or Digital Asset that violates these Terms, including without limitation Section 14. In addition, we reserve the right at our sole discretion to terminate any user’s access to the App and the Services if they violate this Section 14 or any other provision of these Terms.

  1. Creator Specific Terms

The following Section applies solely to Creators on the Services, and not to Users who are not Creators.  All other sections of these Terms apply to all Users of this Services, including Creators.

Our Services provide you, as one of our Creators, with tools to engage with, receive support from and reward your fans, including through creation of your own Creator Token or Creator NFT. You will have the opportunity to build your own digital economy and interact with and grow your community. We will need some information from you to get you set up and onboarded as a Creator and to maintain or improve your profile. Your profile will enable you to set up your own personalized information on our Services, including the branding of your Creator Token.  We may ask you for your name, your screen name, alias or preferred nickname, your contact information, including your email address and social media and social messaging handles, and your headshot, bio and description of your skills, specializations or profession to be used to create and maintain your profile, as well as other information that may be relevant to setting up your Account]. 

All materials that you provide to us during the Creator onboarding and maintenance process are included in the definition of Creator Materials, defined further below in this Section. Please note that you will not be able to have your profile or Creator Token featured on our Services until you have provided us with all requested materials. You agree that you will provide us with accurate, true, and complete information about yourself whenever you are prompted to provide us with information, and that you will update such information whenever it changes.

If you decide to launch Creator NFTs on the Services, you represent and warrant the following:

  • You are the original creator of the Digital Media associated with the Creator NFT, and you are the exclusive holder of all legal right, title and interest in all 

Intellectual Property Rights (including applicable copyright and trademark rights) in and ancillary to such Digital Media and all elements of such Digital Media, unencumbered by the rights of any third party.

 

  • You have not misappropriated, used or copied the artwork, music, likeness or any copyrighted work or trademark or violated any rights of privacy of any third party in creating your Digital Media.

  • You have not and will not, and you will not solicit or cause any third party to, launch a Creator NFT or token that represents any creation for which you previously minted an exclusive NFT, or launch more than what has been promoted as a limited edition Creator NFT.

Engagement, Good Standing, and Rewards

Crowdpad reserves the right to update Creator rewards eligibility status based on minimum activity thresholds. These metrics will be reviewed on a monthly basis and any eligibility status changes will be communicated in a timely manner to the Creator via email. If a Creator coin has been inactive under the minimum activity threshold for more than sixty (60) days, Crowdpad reserves the right to suspend genesis vesting.

Creator License. You agree that by participating on our Services as a Creator, you grant us a non-exclusive, worldwide, irrevocable, unlimited, sublicensable (through multiple tiers of sublicenses), perpetual, royalty-free, fully paid license to reproduce, copy, distribute, publicly display, publicly perform, edit, host, store and otherwise use your name, nickname, handle, logo, symbol, initials, likeness, image, photograph, animation, avatar, autograph, voice, statements or quotes, recorded video portrayal, live streams or related recordings, public persona, biographical information, back-story and related materials, and the Digital Media associated with any Creator NFT that you launch on the Services (collectively, the “Creator Materials”), and to create derivative works thereof, in physical and/or digital embodiment of Creator Materials in any and all media and distribution channels, whether now known or hereafter invented, to be used for commercial, marketing, promotional and development purposes for our Services. The purposes for which your Creator Materials or derivative works thereof may be used may include creating a profile for you or featuring you as a Creator for other Crowdpad products, applications and websites, and enabling our sublicensees to create products related to or integrated with Crowdpad or other Crowdpad products, applications and websites for commercial, marketing, promotional and development purposes. You agree that the Creator Materials are non-confidential and do not contain or include any information which you do not have the right to disclose publicly or that you do not wish to be disclosed publicly.

If you launch Creator NFTs on the Services, your launch of a Creator NFT on the Services constitutes your grant to any legal owner of your Creator NFT of a limited, worldwide, nonassignable, nonsublicensable, royalty-free license to publicly or privately display the Digital Media associated with that Creator NFT, or in the case of any audiovisual Digital Media, to publicly or privately perform the audiovisual elements of the Digital Media associated with the Creator NFT.

If you launch your own Creator Token on the Services, your launch of a Creator Token on the Services constitutes your grant to any legal owner of your Creator Token of a limited, worldwide, nonassignable, nonsublicensable, royalty-free license to publicly or privately display any assets or artwork associated with your Creator Token.

As a Creator, you represent and warrant the following:

  • You own or possess all rights needed to grant the license and other rights that you’ve granted in these Terms;

  • Your compliance with these Terms will not violate any agreement or terms that you have agreed to with any third party;

  • Your Creator Materials and Submissions (as defined below), including the name that you select for your Creator Token symbol and the picture you submit to use in the digital representation of your coin, do not infringe, misappropriate, or otherwise make unauthorized use of any Intellectual Property Rights, privacy, publicity, moral, or other rights of any third party, or violate any applicable law, regulation, or court order;

  • Your Creator Materials are not confidential or proprietary, and they do not include any information that you do not have the right to disclose publicly or that you do not wish to be disclosed publicly;

  • You are not a convicted sex offender; and

  • You have not been previously prohibited from accessing our Services or banned from participating in or opening an Account on our Services.

  1. Intellectual Property Rights

The Services contain copyrighted material, trademarks and other proprietary information, including videos, comments, articles, information, catalogs, brochures, data, text, software, photos, and graphics (“Content”). This Content is subject to copyrights owned by Crowdpad, its affiliates, and/or its licensors or by  Creators, and is protected by United States and international intellectual property laws. You may not either directly or through the use of any device, software, internet site, web-based service, or other means, modify, publish, transmit, stream, upload, display, participate in the transfer or sale, create derivative works, or in any way exploit the Content of the Services or any portion of such Content except as expressly provided herein. Any use of the Content not expressly permitted by these Terms is a breach of these Terms and may violate U.S. or international copyright, trademark, and/or other laws.

Crowdpad and its associated logos are trademarks or service marks of Crowdpad (collectively the “Crowdpad Trademarks”).  Nothing in these Terms or the Services should be construed as granting, by implication, estoppel, or otherwise, any license or right to use any of the Crowdpad Trademarks displayed on the Services without prior written permission in each instance.  All goodwill generated from the use of the Crowdpad’s Trademarks will inure to the exclusive benefit of the respective owner.

  1. Submissions and Feedback

You may have the opportunity to, and you may choose to, interact with our Services through submissions of chats, materials and posts to our Services or through third-party social media platforms and sites. You may also have comments, suggestions or other feedback about our Services, products and services that you may provide. This content is collectively referred to as “Submissions”. In making any Submission, you hereby grant to us a non-exclusive, royalty-free, fully paid, unlimited, worldwide, sublicensable, perpetual, and irrevocable license, in any and all manner and media, whether now known or hereinafter invented, to use, reproduce, license, distribute, modify, adapt, reformat, publicly perform, publicly display, create derivative works of, and otherwise use the Submissions for any and all commercial, promotional, marketing, promotional and development purposes. You waive all moral rights that you may have in your Submissions. You understand that we have no obligation to use, publicize, distribute or take any actions with respect to your Submission, and that if we do use your Submission, that we do so in our sole discretion and may remove, or refuse to remove, any Submission at our sole discretion. Any Submission that you provide to us is at your own risk and in full acknowledgement of these Terms. In granting us this license, you represent and warrant that you possess all rights necessary to grant us the license rights described above.

  1. Third Party Websites and Services

Certain third party services may be required for you to transact on our Services and to use our products and services. These third party service providers may include: third party payment processors and payment services providers, compliance service providers, custodial service providers, wallet operators, authentication service providers, application developers and others. You represent that you are legally competent and able to agree to the terms and conditions of such third party service providers as such terms and conditions may be updated and amended from time to time. 

The Services may also contain links to third-party websites and services, including social media and ecommerce sites (collectively, “Linked Services”). Linked Services are not under our control, and we take no responsibility for any information or materials on, or any transactions, communications or transmissions conducted on or received from, any Linked Services. By including a link on our Services to the Linked Services, we are not endorsing the Linked Services. We provide links to Linked Services for your convenience only, and your access Linked Services is done at your own risk.

  1. Beta Features.  

Certain features of the Services may be offered while still in test or “beta” form (“Beta Features”).  We will utilize best efforts to identify the Beta Features by labeling them as such on the Services.  By accepting these Terms or using the Beta Features, you understand and acknowledge that the Beta Features are being provided as a “Beta” version and made available on an “As -Is” or “As-Available” basis.  The Beta Features may contain bugs, errors, and other technological issues.  YOU ASSUME ALL RISKS AND ALL COSTS ASSOCIATED WITH YOUR USE OF THE BETA FEATURES, INCLUDING, WITHOUT LIMITATION, ANY INTERNET ACCESS FEES, BACK-UP EXPENSES, COSTS INCURRED FOR THE USE OF YOUR DEVICE AND PERIPHERALS, AND ANY DAMAGE TO ANY EQUIPMENT, SOFTWARE, INFORMATION, OR DATA YOU SUFFER.  In addition, we are not obligated to provide any maintenance, technical, or other support for the Beta Features.

  1. Privacy

Our Privacy Policy is a part of these Terms.  Please review the Privacy Policy that also governs the Services and informs you of our data collection practices.  By using the Services, you consent to our collection and use of your personal data as outlined in the Privacy Policy.  We reserve the right at all times to disclose any information, including personal data and User Content, as we deem necessary to satisfy any applicable law, regulation, legal process or governmental request.

  1. Disclaimers Of Warranties & Limitations Of Liability

UNLESS EXPRESSLY PROVIDED OTHERWISE, OUR SITE AND ANY ASSOCIATED PRODUCTS AND SERVICES ARE PROVIDED "AS IS" AND “AS AVAILABLE” WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED. We specifically disclaim all warranties and conditions of any kind, including all implied warranties and conditions of merchantability, fitness for a particular purpose, title, non-infringement, freedom from defects, uninterrupted use and all warranties implied from any course of dealing or usage of trade. We do not warrant that (a) the App and the Services will meet your requirements, (b) operation of the App and the Services will be uninterrupted or be virus- or error-free or (c) errors will be corrected. Any oral or written advice provided by us or our authorized agents does not and will not create any warranty. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES WHICH MEANS THAT SOME OR ALL OF THE ABOVE EXCLUSIONS MAY NOT APPLY TO YOU.

YOU AGREE THAT IN NO EVENT WILL CROWDPAD AND OUR AFFILIATES AND OUR RESPECTIVE DIRECTORS, OFFICERS, AGENTS, EMPLOYEES, PRINCIPALS, SUCCESSORS, ASSIGNS, SUBSIDIARIES OR AFFILIATES (COLLECTIVELY, THE “ CROWDPAD PARTIES”) BE LIABLE (Y) FOR DAMAGES OF ANY KIND, INCLUDING DIRECT, INDIRECT, SPECIAL, EXEMPLARY, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES (INCLUDING, BUT NOT LIMITED TO, PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, LOSS OF USE, DATA OR PROFITS OR BUSINESS INTERRUPTION), HOWEVER CAUSED AND UNDER ANY THEORY OF LIABILITY, WHETHER ARISING IN ANY WAY IN CONNECTION WITH THESE TERMS AND WHETHER IN CONTRACT, STRICT LIABILITY OR TORT (INCLUDING NEGLIGENCE OR OTHERWISE), EVEN IF THE CROWDPAD PARTIES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE OR (Z) FOR ANY OTHER CLAIM, DEMAND OR DAMAGES WHATSOEVER RESULTING FROM OR ARISING OUT OF OR IN CONNECTION WITH YOUR USE OF OUR SITE, PRODUCTS AND SERVICES.

The disclaimer of liability detailed above will not apply to the extent prohibited by applicable law in the jurisdiction of your place of residence. You acknowledge and agree that the above limitations of liability together with the other provisions in these Terms that limit liability are essential terms and that we would not be willing to grant you the rights set forth in these Terms but for your agreement to the above limitations of liability.

IF YOU ARE A USER FROM NEW JERSEY, THE FOREGOING SECTIONS TITLED “DISCLAIMER OF WARRANTIES” AND “LIMITATION OF LIABILITY” ARE INTENDED TO BE ONLY AS BROAD AS IS PERMITTED UNDER THE LAWS OF THE STATE OF NEW JERSEY.  IF ANY PORTION OF THESE TERMS IS HELD TO BE INVALID UNDER THE LAWS OF THE STATE OF NEW JERSEY, THE INVALIDITY OF SUCH PORTION SHALL NOT AFFECT THE VALIDITY OF THE REMAINING PORTIONS OF THE APPLICABLE SECTIONS.

  1. Indemnification

You agree to indemnify and defend the Crowdpad Parties from and against all losses, liabilities, actual or pending claims, actions, damages, expenses, costs of defense and reasonable attorneys’ fees brought against us by any third-party arising from your violation of these Terms, breach of any representations and warranties, the rights of a third-party or applicable law, or your sale or purchase of Digital Assets. We reserve the right, at our own expense, to assume the exclusive defense and control of any matter subject to indemnification hereunder. In any event, no settlement that affects our rights or obligations may be made without our prior written approval.

  1. Assumption of Risk

By using the Services and transacting with Digital Assets, you acknowledge and accept the following risks:

  • Digital Assets on the Services are not intended to be purchased for speculative purposes, but for purposes of enjoyment, entertainment and expressions of fandom, among other reasons. You acknowledge and accept that Digital Assets may fluctuate in price, and their value and price can be extremely volatile. We cannot guarantee that any Digital Assets will retain the value that it was purchased for.

  • Using an Internet-based Digital Asset may come with certain risks, including but not limited to the risk of hardware, software and Internet connections, the risk of malicious software introduction, and the risk that third parties may obtain unauthorized access to your Digital Assets. You accept and acknowledge that Crowdpad is not responsible for any disruptions, errors, distortions or delays you may experience in relation to use of Digital Assets on the Services.

  • We do makes any promises or guarantees about the availability of any Digital Asset on the Internet.

  • Upgrades to the Services or the Solana blockchain, a hard fork in the Crowdpad Network or Solana  blockchain, a failure or cessation of the Crowdpad Network or Solana  blockchain, or a change in how transactions are confirmed on the Crowdpad Network or Solana blockchain all may have unintended, adverse effects on the Digital Assets.

  • The prices of collectible blockchain assets are extremely volatile and subjective and collectible blockchain assets have no inherent or intrinsic value. Each Digital Asset has no inherent or intrinsic value. The Digital Assets are made available solely for collection and entertainment purposes and you acknowledge and agree that you are collecting, trading, or purchasing Digital Assert for purposes of acquiring digital collectibles for your personal use and enjoyment, and not for any investment or speculative purposes. Any economic benefit that may be derived from appreciation in the value of a Digital Assert is incidental to obtaining it for its collectible purpose.  Except to extent specifically permitted by applicable law or in jurisdiction where such use is licensed or registered, you agree that the Digital Assets  are not to be used as a substitute for currency or medium of exchange, resale, or redistribution and that you are not acquiring any equity or other ownership or revenue sharing interest in us as a result of your acquisition of Digital Assets.

  • We do not make any promises or guarantees related to any materials provided by third parties, or any other third parties you interact with, including but not limited to the continued availability of either, or the protection or storage of any data you provide to those parties; 

  • We will not be liable or responsible to you for any failure in the intended function of any Smart Contracts underlying any Digital Assets , or any bugs, viruses, exploits, logic gaps, or malicious code which may be incorporated into any such Smart Contracts, or which could be used to commit fraud or otherwise cause harm.  You acknowledge and agree that you have obtained sufficient information to make an informed decision to purchase a Digital Asset, including carefully reviewing the code of the Smart Contract and associated Digital Asset, and fully understand and accept the functions of the same.  Further, we will not be liable for any failure or removal of the storage system used to store any Digital Media that is linked to or associated with Digital Assets, or for any failures in the underlying blockchain on which Digital Assets’ ownership may be recorded;

  • There is continued uncertainty around, and new developments arising in, regulations governing cryptocurrencies, blockchain technologies, and digital assets like the Digital Assets available on the Services, and new regulations or policies may materially adversely affect the Services or the nature of the Digital Assets that you hold or transact with.

  • There are risks associated with purchasing Creator NFTs that are launched by Creators, including but not limited to, the risk of purchasing Creator NFTs that are associated with Digital Medias that infringe the rights of other parties, that are knockoffs and counterfeits, that are mislabeled, or that may become untransferable for a variety of reasons. Crowdpad reserves the right to takedown and otherwise not display Digital Assets or Digital Medias associated with Creator NFTs affected by any of these or other issues. Under no circumstances will your inability to view or transfer your Digital Assets or associated Digital Medias serve as grounds for a claim against Crowdpad.

  1. Governing Law

These Terms are governed by and construed and enforced in accordance with the internal laws of the State of Delaware, without giving effect to the principles of conflicts of laws of Delaware or any other state, and are binding upon the parties hereto in the United States and worldwide. You and we agree that the United Nations Convention on Contracts for the International Sale of Goods does not apply to the interpretation or construction of these Terms.

  1. Dispute Resolution.

Please read the following arbitration agreement (“Arbitration Agreement”) carefully.  It requires you to arbitrate Disputes with Crowdpad and limits the manner in which you can seek relief therefrom.  This Arbitration Agreement survives termination or expiration of these Terms.  

Except as set forth  herein, you agree that any and all past, present or future disputes or claims, including without limitation (a) federal and state regulatory and statutory claims, (b) common law claims, (c) claims under local ordinances, (d) data breach or privacy claims and (e) claims based in contract, tort, intentional tort, fraud, misrepresentation or any other  legal theory, arising out of or relating to the Terms, Services, Digital Assets, purchases or payments you make, transactions you engage in, collection of amounts due, or the relationship between you and Crowdpad and any of their agents, employees, officers, directors, predecessors in interest, and successors and assigns (collectively, “Dispute(s)”) – at the election of you or us – shall be resolved exclusively through final and binding arbitration, as set forth in this Arbitration Agreement, rather than in court before a judge or a jury. 

Pre-Arbitration Dispute Resolution.  We are always interested in resolving Disputes amicably and efficiently, and most customer concerns can be resolved. Before submitting a claim for arbitration in accordance with this provision, you and we agree to try, for 60 days, to resolve any Dispute informally.  Any party wishing to bring a claim agrees to provide a notice of the Dispute to the other party, which shall include the sender’s name, address and contact information, the facts giving rise to the Dispute, and the relief requested.  The notice shall be an individualized claim specific to the individual bringing the claim.  Any notice to Crowdpad shall be sent to: Crowdpad, Inc., 251 Little Falls Drive, Wilmington, Delaware 19808 (“Notice Address”)t  Any notice sent to you will be sent to the most recent email address or other address that Crowdpad has in its records for you. To minimize the cost and inconvenience to all parties, and to promote prompt resolution of Disputes, you and we agree that engaging in this initial dispute resolution process is a material term of these Terms and a requirement that must be fulfilled before commencing any arbitration. You and we agree to act in good faith to resolve the Dispute before commencing arbitration in accordance with this Section.

Exceptions.  If either party contends that the amount of a claim in a Dispute is within the jurisdiction of the small claims court (or an equivalent court), it may instruct the administrator to administratively close the arbitration case, prior to payment of fees, and direct that the claim be filed, if at all, in small claims court.  Upon such a request by a party, the arbitration provider shall administratively close the arbitration proceeding. Any dispute about whether a claim qualifies for small claims court shall be resolved by that court, not by an arbitrator. In the event of any such dispute, the arbitration proceeding shall remain closed unless and until a decision by the small claims court that the small claims court lacks jurisdiction over the action.  Only in the event that the small claims court determines that it lacks jurisdiction over the Dispute may the arbitration provider reopen the arbitration case. You and we acknowledge that failure to comply with the provisions of this Section would irreparably harm the party requesting administrative closure of the arbitration proceeding, and you and Crowdpad agree that a court may issue an order staying the arbitrations (and any obligation to pay arbitration fees) until any disagreements over the provisions of this Section are resolved by the court. You and we do not have to arbitrate a small claim that is filed in small claims court, but if that claim is transferred, removed, or appealed to a different court, you or we may elect to compel arbitration. Moreover, if you or we bring any counterclaim or cross-claim that is for more than the small claims court’s jurisdiction, you or we can elect to have the entire claim (including the counterclaim or cross-claim) resolved by arbitration.

Agreement to Arbitrate.  After the pre-arbitration dispute resolution process, you agree that any and all remaining Disputes shall be resolved exclusively through final and binding arbitration, rather than a court, in accordance with the terms of this Arbitration Agreement, except that (a) you may assert individual claims in small claims court within the scope of its jurisdiction, if your claims qualify and (b) you or we may seek equitable relief in court for infringement or other misuse of intellectual property rights (such as trademarks, trade dress, domain names, trade secrets, copyrights, and patents).  Further, this Arbitration Agreement does not preclude you from bringing issues to the attention of federal, state, or local agencies, and such agencies can, if the law allows, seek relief against us on your behalf.  You agree that, by entering into these Terms, you and we are each waiving the right to a trial by jury or to participate in a class or mass action, except as noted below.  Your rights will be determined by a neutral arbitrator, not a judge or jury.  The Federal Arbitration Act governs the interpretation and enforcement of this Arbitration Agreement.

Arbitration Procedures.  You agree that any Dispute will be settled by final and binding arbitration, using the English language, administered by JAMS under its Comprehensive Arbitration Rules and Procedures (the “JAMS Rules”) then in effect (those rules are deemed to be incorporated by reference into this section, and as of the date of these Terms).   If the Dispute involves less than $50,000, either party can invoke the Expedited Procedures in the JAMS Rules.  Arbitration will be handled by a sole arbitrator in accordance with the JAMS Rules.  If there is any inconsistency between any term of the JAMS Rules and any term of this Arbitration Agreement, the applicable terms of this Arbitration Agreement will control unless the arbitrator determines that the application of the inconsistent Arbitration Agreement terms would not result in a fundamentally fair arbitration.  The arbitrator must also follow the provisions of these Terms as a court would.  All issues are for the arbitrator to decide, including, but not limited to, issues relating to the scope, enforceability, and threshold arbitrability of this Arbitration Agreement or the Dispute.  Although arbitration proceedings are usually simpler and more streamlined than trials and other judicial proceedings, the arbitrator can award the same damages and relief on an individual basis that a court can award to an individual under these Terms and applicable law.  Decisions by the arbitrator are enforceable in court and may be overturned by a court only for very limited reasons. The arbitration shall be held in a major city location reasonably convenient to where you reside and where JAMS has an office, or at another mutually agreed upon location. Attendance at an in-person hearing may be made by telephone by you and/or the other party, unless the arbitrator requires otherwise. 

Batch Arbitration.  To increase the efficiency of administration and resolution of arbitrations, you and Crowdpad agree that in the event that there are one hundred (100) or more individual Disputes of a substantially similar nature filed against Crowdpad by or with the assistance of the same law firm, group of law firms, or organizations, within a thirty (30) day period (or as soon as possible thereafter), JAMS shall (1) administer the arbitration demands in batches of 100 Disputes per batch (plus, to the extent there are less than 100 Disputes left over after the batching described above, a final batch consisting of the remaining Dispute); (2) appoint one arbitrator for each batch; and (3) provide for the resolution of each batch as a single consolidated arbitration with one set of filing and administrative fees due per side per batch, one procedural calendar, one hearing (if any) in a place to be determined by the arbitrator, and one final award (“Batch Arbitration”).

All parties agree that Disputes are of a “substantially similar nature” if they arise out of or relate to the same event or factual scenario and raise the same or similar legal issues and seek the same or similar relief. To the extent the parties disagree on the application of the Batch Arbitration process, the disagreeing party shall advise JAMS, and JAMS shall appoint a sole standing arbitrator to determine the applicability of the Batch Arbitration process (“Administrative Arbitrator”). In an effort to expedite resolution of any such dispute by the Administrative Arbitrator, the parties agree the Administrative Arbitrator may set forth such procedures as are necessary to resolve any disputes promptly. The Administrative Arbitrator’s fees shall be paid by Crowdpad.

You and Crowdpad agree to cooperate in good faith with JAMS to implement the Batch Arbitration process including the payment of single filing and administrative fees for batches of Disputes, as well as any steps to minimize the time and costs of arbitration, which may include: (1) the appointment of a discovery special master to assist the arbitrator in the resolution of discovery disputes; and (2) the adoption of an expedited calendar of the arbitration proceedings.

This Batch Arbitration provision shall in no way be interpreted as authorizing a class, collective and/or mass arbitration or action of any kind, or arbitration involving joint or consolidated claims under any circumstances, except as expressly set forth in this provision.

Costs of Arbitration.  Payment of all filing, administration, and arbitrator fees (collectively, the “Arbitration Fees”) will be governed by the JAMS Rules.

ARBITRATION OPT-OUT:  YOU MAY OPT OUT OF RESOLVING DISPUTES BY ARBITRATION BY EMAILING US AT SUPPORT@CROWDPAD.IO  WITHIN 30 DAYS OF FIRST ACCEPTING THE THESE TERMS, AND TELLING US YOU WOULD LIKE TO OPT OUT OF MANDATORY ARBITRATION, OTHERWISE YOU SHALL BE BOUND TO ARBITRATE DISPUTES IN ACCORDANCE WITH THESE TERMS.  YOU MUST INCLUDE YOUR FIRST AND LAST NAME, YOUR MAILING ADDRESS, YOUR EMAIL, AND YOUR MOBILE PHONE NUMBER IN THE EMAIL.  IF YOU OPT-OUT OF THIS ARBITRATION AGREEMENT, WE WILL ALSO NOT BE BOUND BY ARBITRATION.

Prohibition of Class and Representative Actions and Non-Individualized Relief.  YOU AND WE AGREE THAT EACH OF US MAY BRING CLAIMS AGAINST THE OTHER ONLY ON AN INDIVIDUAL BASIS AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE ACTION OR PROCEEDING.  UNLESS BOTH YOU AND WE AGREE OTHERWISE, THE ARBITRATOR MAY NOT CONSOLIDATE OR JOIN MORE THAN ONE PERSON’S OR PARTY’S CLAIMS AND MAY NOT OTHERWISE PRESIDE OVER ANY FORM OF A CONSOLIDATED, REPRESENTATIVE, OR CLASS PROCEEDING,  EXCEPT AS SET FORTH IN THE BATCH ARBITRATION PROVISION. THE ARBITRATOR MAY AWARD RELIEF (INCLUDING MONETARY, INJUNCTIVE, AND DECLARATORY RELIEF) ONLY IN FAVOR OF THE INDIVIDUAL PARTY SEEKING RELIEF AND ONLY TO THE EXTENT NECESSARY TO PROVIDE RELIEF NECESSITATED BY THAT PARTY’S INDIVIDUAL CLAIM(S); EXCEPT AS SET FORTH IN THE BATCH ARBITRATION PROVISION AND EXCEPT THAT YOU MAY PURSUE A CLAIM FOR, AND THE ARBITRATOR MAY AWARD PUBLIC INJUNCTIVE RELIEF UNDER APPLICABLE LAW TO THE EXTENT REQUIRED FOR THE ENFORCEABILITY OF THIS PROVISION.  

Confidentiality.  All aspects of the arbitration proceeding, and any ruling, decision, or award by the arbitrator, will be strictly confidential for the benefit of all parties.

Severability.  If a court or the arbitrator decides that any term or provision of this Arbitration Agreement (other than the section entitled “Prohibition of Class and Representative Actions and Non-Individualized Relief” above) is invalid or unenforceable, the parties agree to replace such term or provision with a term or provision that is valid and enforceable and that comes closest to expressing the intention of the invalid or unenforceable term or provision, and this Arbitration Agreement shall be enforceable as so modified.  If a court or the arbitrator decides that any of the provisions of the section above entitled “Prohibition of Class and Representative Actions and Non-Individualized Relief” are invalid or unenforceable, then the entirety of this Arbitration Agreement shall be null and void, unless such provisions are deemed to be invalid or unenforceable solely with respect to claims for public injunctive relief.  The remainder of these Terms will continue to apply.  If a court or the arbitrator decides that any term or provision of these Terms is invalid or unenforceable, the parties agree to replace such term or provision with a term or provision that is valid and enforceable and that comes closest to expressing the intention of the invalid or unenforceable term or provision, and the Terms shall be enforceable as so modified.

Future Changes to Arbitration Agreement.  Notwithstanding any provision in these Terms to the contrary, we agree that if we make any future change to this Arbitration Agreement (other than a change to the Notice Address) while you are a user of the Services, you may reject any such change by sending us written notice within thirty (30) calendar days of the change to the Notice Address provided above.  By rejecting any future change, you are agreeing that you will arbitrate any Dispute between us in accordance with the language of this Arbitration Agreement as of the date you first accepted these Terms (or accepted any subsequent changes to these Terms).

  1. Termination.  

Your Account, your access to and use of the App and the Services (or any part thereof), your ownership of any Digital Asset (collectively, your “Crowdpad Rights”) each shall automatically and immediately terminate if you breach any of the terms of these Terms.  You agree that we, in our sole discretion, may suspend, discontinue, or terminate your Crowdpad Rights (or any part thereof), and/or remove and discard any content within the Services, for any reason; including, without limitation for lack of use or if we believe that you have violated or acted inconsistently with the letter or spirit of these Terms.  Any suspected fraudulent, abusive, or illegal activity that may be grounds for termination of your Crowdpad Rights (or any part thereof) may be referred to appropriate law enforcement authorities, and we have full rights to cooperate with government authorities and law enforcement, including by disclosing your identity or other information provided in connection with your use of the Services.  You agree that any termination of your Crowdpad Rights (or any part thereof) under any provision of these Terms may be effected without prior notice and acknowledge and agree that we may immediately deactivate or delete your Account  and User Wallet and all related information and files in your Account and User Wallet and/or bar any further access to such files or any of your Crowdpad Rights (or any part thereof).  Further, you agree that we will not be liable to you or any third party for any termination of your access to such Digital Assets or the Services (or any part thereof) for any reason.  Regardless of termination, both you and Crowdpad continue to be bound by the Sections under the heading “Dispute Resolution” below.  Upon any termination of these Terms, you may no longer have access to information in your Account, and you acknowledge that we have no obligation to maintain any such information in our databases, and you shall immediately cease and desist all activities and Crowdpad Rights granted to you under these Terms.  .Balances following termination

If your Account is terminated with balances still associated with your Account, you can reach out to us via email to support@Crowdpad.io for more information on how to retrieve such balances. If balances are associated with your Account, and Crowdpad is unable to contact you or has no record of your use of the Services for an extended period of time, Crowdpad may be required by law to report such balances as unclaimed property. If we are unable to contact you through your contact information that we have on record to deliver such balances, we may be legally required to deliver such balances to the applicable jurisdiction as unclaimed property.

Termination of these Terms or your Account will not limit any of our other rights or remedies. . Any provisions in these Terms which, by their nature, would be intended to survive termination or expiration of these Terms, shall survive the termination or expiration of these Terms, including, without limitation, those provisions which expressly survive such termination or expiration.

  1. Jurisdictional Restrictions

You are responsible for compliance with all applicable laws. We reserve the right to limit the availability of the Services to any person or geographic area at any time. Any software offered on or through the Services may be subject to United States export controls. No software may be downloaded or otherwise exported or re-exported: (i) into any U.S. embargoed countries; or (ii) to anyone on the U.S. Treasury Department’s list of Specially Designated Nationals or the U.S. Department of Commerce’s Denied Persons List or Entity List. You represent and warrant that: (x) you are not located in a country that is subject to a U.S. Government embargo or that has been designated by the U.S. Government as a “terrorist supporting” country; and (y) you are not listed on any U.S. Government list of prohibited or restricted parties.

  1. Tax Obligations

You are solely responsible for any and all duties, taxes, levies or fees (including any sales, use or withholding taxes) imposed on or in connection with use of the Services by any taxing authority, including in connection with any purchases or sales of Digital Assets. You acknowledge and agree that you are solely responsible for self-reporting all income received to the appropriate tax authorities, and determining what taxes may apply to your transactions on the Services in relation to Digital Assets that you may purchase, receive, earn, sell, trade or otherwise acquire or dispose of, including Creator Tokens and Creator NFTs. Crowdpad and its third party service providers are not responsible in any way for determining taxes that may apply to you or to your transactions on the Services.

  1. Notice To California Residents

If you are a California resident under age 18 and are a registered user of the Services, then you may request that we remove any of your Submissions you publicly posted on or in the Services. To request removal, please send an email with a detailed description of the specific video or Submission to support@Crowdpad.io. We reserve the right to request that you provide information that will enable us to confirm that the video or Submission that you want removed was created and posted by you.

We will make a good faith effort to delete or remove your video or Submission from public view as soon as reasonably practicable. Please note, however, that your request that we delete your video or Submission does not ensure complete or comprehensive removal of your video or Submission. Your video or Submission may remain on backup media, cached or otherwise retained by us for administrative or legal purposes or your video or Submission may remain publicly available if you or someone else has forwarded or re-posted your video or Submission on another website or service prior to its deletion. We may be required by law to not remove or allow removal of your video or Submission.

With respect to any electronic commercial service (as defined under California Civil Code Section 1789.3) offered on or through the Services, California residents are entitled to the following specific consumer rights information: the provider of the Services is Crowdpad, Inc., 251 Little Falls Drive, Wilmington, Delaware 19808.  

To file a complaint regarding the website or to receive further information regarding use of the website, send a letter to the attention of “Legal Department” at the above address or contact us via e-mail at privacy@Crowdpad.io (with “California Resident Request” as the Subject Line). You may also contact the Complaint Assistance Unit of the Division of Consumer Services of the Department of Consumer Affairs in writing at 400 R Street, Suite 1080, Sacramento, California 95814, or by telephone at 916.445.1254 or 800.952.5210.

BY USING THE SITE, YOU WAIVE YOUR RIGHTS WITH RESPECT TO CALIFORNIA CIVIL CODE SECTION 1542, WHICH SAYS "A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH, IF KNOWN BY HIM MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR."

  1. Claims Of Copyright Infringement

DMCA takedown claim process

We respond to notices of alleged infringement as required by the U.S. Digital Millennium Copyright Act (“DMCA”), including by removing or disabling access to material claimed to be the subject of infringing activity.

If you have a good faith belief that your work has been copied in a way that constitutes copyright infringement or that your intellectual property rights otherwise have been violated on or through the Services, please prepare a notice with the following information:

  • your address, telephone number, and email address;

  • a description of the work that you claim is being infringed;

  • a description of the material that you claim is infringing and are requesting be removed along with information about where it is located;

  • a statement that you have “a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law.”;

  • an electronic or physical signature of the copyright owner (or a person authorized to act for the copyright owner); and

  • a statement by you, made under penalty of perjury, that the information you are providing is accurate and that you are the copyright owner or authorized to act on behalf of the copyright owner.

Please send your claim or notice of infringement to our DMCA agent at: Crowdpad, Inc., Attn: DMCA Agent, ., 251 Little Falls Drive, Wilmington, Delaware 19808 or by email to support@crowdpad.io.

Counter-notification on DMCA takedown

We may give notice to Users that content has been removed or disabled by means of a general notice on any of our websites, electronic mail to a user’s e-mail address in our records, or written communication sent by first-class mail to a user’s physical address in our records. If you receive such a notice or believe that a general notice applies to you, you may provide counter-notification in writing to the designated agent that includes the information below. To be effective, the counter-notification must be a written communication that includes the following:

  • Your physical or electronic signature;

  • Identification of the material that has been removed or to which access has been disabled, and the location at which the material appeared before it was removed or access to it was disabled;

  • A statement from you, under penalty of perjury, that you have a good-faith belief that the material was removed or disabled as a result of a mistake or misidentification of the material to be removed or disabled; and

  • Your name, physical address and telephone number, and a statement that you consent to the jurisdiction of a federal district court for the judicial district in which your physical address is located, or if your physical address is outside of the United States, for any judicial district in which we may be found, and that you will accept service of process from the person who provided notification of allegedly infringing material or an agent of such person.

Please do not send any other correspondence or inquiries to our DMCA agent. Our DMCA agent will only respond to notices and inquiries that comply with the requirements of the DMCA. Please see http://www.copyright.gov/ for more information.

  1. Miscellaneous

Entire Agreement

These Terms, together with our Privacy Policy and any Additional Rules, contain the entire understanding by and between us and you with respect to the matters contained herein and there are no promises, covenants or undertakings other than those expressly set forth herein.

Assignability and Transfer.  These Terms may not be assigned or transferred by you to any person without Crowdpad’s prior written consent.  Further, your Account may not be transferred or assigned to any third party without Crowdpad’s prior written consent.  Any such assignment or transfer of these Terms or a User’s Account in violation of this provision shall be null and void. We may freely assign these Terms.  These Terms (i) inure to the benefit of and will be binding upon us and you and your permitted successors and assigns.

Enforceability

If any provision of these Terms is or becomes unenforceable or invalid, the remaining provisions will continue with the same effect as if such unenforceable or invalid provision had not been inserted herein.

No Waiver

If we or you fail to perform any term hereof and the other party does not enforce such term, the failure to enforce on any occasion will not constitute a waiver of any term and will not prevent enforcement on any other occasion.

No Agency

Nothing contained in these Terms will be deemed to constitute us or you as the agent or representative of the other or as joint venturers or partners.

Force Majeure

If we or you are prevented from performing or unable to perform any obligation under these Terms due to any cause beyond the reasonable control of the party invoking this provision, the affected party`s performance will be extended for the period of delay or inability to perform due to such occurrence.

Headings

The headings and captions contained herein are for convenience only.

English Language Controls

These Terms and all related documentation will be drafted in English. While certain text in these Terms may be made available in languages other than English (whether translated by a person or solely by computer software), the English language version controls.