Mintify Inc. (“Mintify,” “we,” “us,” or “our”) provides the Services (as defined below) to each holder of a Mintify Membership NFT (“you” or “Member”) through its website, platform located at www.mint
PLEASE READ THESE TERMS OF SERVICE CAREFULLY AS THEY CONTAIN IMPORTANT INFORMATION AND AFFECT YOUR LEGAL RIGHTS. AS OUTLINED IN SECTION "Dispute Resolution by Binding Arbitration BELOW, THEY INCLUDE A MANDATORY ARBITRATION AGREEMENT AND CLASS ACTION WAIVER WHICH (WITH LIMITED EXCEPTIONS) REQUIRE ANY DISPUTES BETWEEN US TO BE RESOLVED THROUGH INDIVIDUAL ARBITRATION RATHER THAN BY A JUDGE OR JURY IN COURT.
Last updated: November 21, 2022
Mintify Inc. (“Mintify,” “we,” “us,” or “our”) provides Services (as defined below) to you (“you”, “Holder,” or “Member”) through its platform available at www.mintify.xyz., www.mintify.com, and www.mintify.com., its social media, including Discord, Twitter and Instagram, push notifications, and its iOS and Android applications (collectively, the “Platform”).
These Terms of Service (“Terms”) govern your purchase of Mintify Lifetime Membership NFTs and Mintify Lite Pass NFTs (collectively, the “Mintify NFTs”), as well as your access to and use of the Platform and the services, content, software, tools, features, information, perks or functionalities provided through the Platform (collectively, the “Services”).
BY ACCESSING THE PLATFORM IN ANY MANNER, INCLUDING BY VISITING ONE OF OUR WEBSITES, DOWNLOADING OUR APPS, PURCHASING MINTIFY NFTs OR ANY OTHER NFTs VIA THE PLATFORM, CONNECTING YOUR WALLET TO THE PLATFORM, OR OTHERWISE USING OR ACCESSING THE SERVICES, YOU ACKNOWLEDGE THAT YOU HAVE READ AND AGREE TO THESE TERMS AND ALL TERMS INCORPORATED BY REFERENCE.
IF YOU DO NOT AGREE TO THESE TERMS, YOU MAY NOT PURCHASE ANY MINTIFY NFT, ACCESS THE PLATFORM, OR USE THE SERVICES.
By agreeing to these Terms, you also certify that you are at least 18 years of age.
Mintify reserves the right to change and modify these Terms at any time and at our sole discretion. If we make material changes to these Terms, we will use reasonable efforts to provide notice of such changes to you, for example, by providing notice through the Platform or updating the “Last Updated” date at the beginning of these Terms. By continuing to access or use the Services, you confirm your acceptance of the revised Terms, effective as of the date these Terms are updated. It is your sole responsibility to review the Terms upon being notified of a change and from time to time and to ensure that you understand the terms and conditions that apply when you access or use the Services.
“NFT” means a non-fungible token or a similar digital asset stored on a blockchain (such as the Ethereum blockchain), linked or otherwise associated with certain content or data via smart contracts. Once issued, NFTs are not subject to the control of any party other than the holder.
Mintify has minted two types of NFTs: Mintify Lifetime Membership NFTs and Mintify Lite Pass NFTs.
Mintify Lifetime Membership NFT is a premium NFT that grants its holder lifetime access to the broadest spectrum of Services, as described in detail in the terms and conditions provided at its purchase.
Mintify Lite Pass NFT grants its holder access to certain Services, as described in detail in the terms and conditions provided at its purchase.
The number of Mintify Lifetime Membership NFTs is limited to 796. Mintify reserves the right to issue such number of Mintify Lite Pass NFTs and for such purchase price as it decides in its full discretion.
Holders may freely transfer their Mintify NFTs subject to the Terms. Once a Holder ceases to hold a Mintify NFT, such Holder will immediately lose access to the associated Services.
You may hold more than one Mintify NFT which may entitle you to additional “whale” benefits within the Platform, to be determined from time to time at our full discretion.
Holding a Mintify NFT is not the only to access the Services. To access premium features of the Platform, you may also purchase a subscription, for such Services and such fee, as described in detail in the terms and conditions provided at its purchase (“Subscription”).
Different levels of Subscriptions may be available providing access to different Services.
By purchasing a Subscription, you authorize us to withdraw the agreed periodic Subscription fee directly from your wallet connected to the Platform (“Wallet”) until the Subscription is canceled.
You can always cancel your Subscription. In such case, we will cease charging your Wallet and you will retain access to the Services included in your Subscription for the remainder of your Subscription period. No refunds are given for cancellations during the Subscription period.
There are several ways in which you can access the Services and the scope of Services available to you varies depending on whether you hold a Mintify NFT or have purchased a Subscription, and what type of Mintify NFT or Subscription you have, as applicable.
Certain Services are available to you if you simply visit the Platform, others are also accessible for free but only if you have connected your Wallet to the Platform. Premium Services are only available to Members holding Mintify NFTs and Members who have purchased a Subscription.
The Services may include the provision of information regarding interesting and potentially lucrative NFT minting events and NFT secondary sales, functionality to get directly pre-approved (white-listed) for an NFT minting event, and functionality to list your own NFT. You acknowledge that any information about any NFT provided to you by Mintify in the course of providing the Services is based on objectively verifiable factors and, unless explicitly stated otherwise, is not intended to be our endorsement of any project, creator, NFT, individual, or any other subject or object, regardless of whether a direct white-listing option was made available through the Platform, or not.
You understand and agree that the Services are constantly being developed and modified by Mintify to adjust to the rapidly developing web3 environment and commercial reality. Mintify does not guarantee the availability of any Service provided or advertised at any point and reserves the right to modify or discontinue, temporarily or permanently, the Services with or without notice. You agree that Mintify will not be liable to you or any third party for any modification, suspension, or discontinuation of the Services.
Mintify does not make any representation or guarantee that any Member will achieve any particular outcome because of owning a Mintify NFT and/or using the Services.
Purchasing third-party NFTs
The Services may include a feature allowing you to purchase third-party NFTs through the Platform. Such transactions are not made directly through the Platform and are subject to price manipulation by dishonest NFT owners. You acknowledge that the price of an NFT listed on the Platform may be changed last minute before your NFT purchase is finalized. It is your responsibility to ensure that the price you pay before authorizing an NFT purchase transaction via your Wallet corresponds to the price you saw on the Platform.
You agree to be diligent and exercise caution when making third-party NFT purchases through the Platform. Mintify has no control over the blockchain, and will not be able to assist you in case of a fraudulent transaction or a misclick.
You also understand that your purchase of an NFT is always subject to an agreement between you and the seller or issuer of that NFT. Some NFTs are sold without an underlying agreement, which makes the legal status of the NFT and the underlying asset vague, potentially exposing you to damages. It is your responsibility to determine what are the rights that you acquire when purchasing an NFT.
Connecting Your Wallet
A wallet that can be connected to the Platform is a software-based system that stores information on your NFTs and cryptocurrencies (for example, Ethereum), enables their purchases and sales, and stores other information, including payment information and passwords.
To purchase a Mintify NFT, a Subscription, or access and use most of the Services, you must connect a wallet (for example, MetaMask) or another similar compatible extension (as indicated on the Platform) to the Platform.
When you connect your wallet to the Platform, you understand and agree that you are solely responsible for maintaining the security of your Wallet and maintaining your control over all Wallet-related authentication credentials, private and public cryptocurrency keys, NFTs, and cryptocurrencies that are stored in or are accessible through your Wallet. You agree that we will have access to the information stored on your Wallet as necessary to provide Services to you.
Any unauthorized access to your Wallet by third parties could result in the loss or theft of Mintify NFTs and/or other assets and information held in your Wallet and any associated wallets, including any linked financial information such as bank account(s) and/or debit/credit card(s).
Mintify is not responsible for managing and maintaining the security of your Wallet. Mintify has no responsibility or liability to you for any unauthorized access to or use of your Wallet, or if you are unable to locate your Wallet credentials. If you notice any unauthorized or suspicious activity in your Wallet that seems to be related to the Services, please notify us immediately.
When you connect your Wallet to the Platform, an account associated with your Wallet is automatically created for you (“Account”).
You may add additional information to your Account such as your Twitter handle, email, OpenSea Profile, or Discord ID to access certain additional Services.
If you sell your Mintify NFT or if your Subscription is canceled, your Account and all the information related to your Wallet (including analytics, activity, reminders) will be deleted within 90 days, and you will not be able to restore it. You may maintain access to that information by purchasing a Mintify NFT or a Subscription during that 90-day period.
Purchase and Sale of NFTs
Mintify does not own or control your Wallet, the Ethereum network, your browser, or any other third-party platform, product, or service (including third-party marketplaces) that you might use for the purpose of using the Services or to purchase, list, auction, or sell NFTs (each, a “Transaction”). Except with respect to transferring control of a Mintify NFT to an initial purchaser (“Initial Purchaser”), Mintify has no responsibility with respect to any Transaction.
Mintify will not be liable for the acts or omissions of any third parties, nor will Mintify be liable for any damage that you may suffer as a result of any Transaction or any other interaction with any third party. You understand that your Ethereum public Wallet address may be made publicly visible whenever you engage in a Transaction. Aside from transferring control of a Mintify NFT to an Initial Purchaser, Mintify has no control over the transfer, storage, ownership, or maintenance of Mintify NFTs.
When each Mintify NFT is sold for the first time, the agreement for sale is concluded between Mintify and the Initial Purchaser. If the Initial Purchaser decides to sell a Mintify NFT (“Secondary Sale”), Mintify is not a party to the agreement with the applicable buyer, seller, or facilitator of the Secondary Sale.
By selling or transferring a Mintify NFT to a third party, (a) you warrant and represent that you will notify the subsequent Member of these Terms and require the subsequent Member to comply with these Terms, and (b) you, as the seller or transferor of such Mintify NFT, will cease to have any further rights to such Mintify NFT or the underlying Mintify IP and will lose your access to the Services based on such transferred Mintify NFT.
By placing an order on the Platform or through the Services for a Mintify NFT (including by bidding in an auction), you agree that you are submitting a binding offer to purchase that Mintify NFT. You agree to pay all applicable fees associated with such Transaction, and you authorize Mintify to automatically charge and collect the applicable fees from your Wallet.
You acknowledge and agree that Mintify will receive a royalty on every Secondary Sale (“Royalty”) in the percentage selected from time to time by Mintify at its full discretion. Mintify has the right to collect Royalties on Secondary Sales in perpetuity.
No refunds in connection with the Platform and the Services are permitted except with respect to any statutory warranties or guarantees that cannot be excluded or limited by law.
Mintify FUTR One NFT License
Mintify owns all intellectual property rights, title, and interest in and to the technology and content underlying and constituting Mintify FUTR One NFTs - the official PFP collection of Mintify designed by Nostalgic Scarlett ( “Mintify FUTR One NFTs” and each a “Mintify FUTR One NFT”).
For as long as you own a Mintify FUTR One NFT, and subject to your compliance with these Terms, we hereby grant you the following rights:
A non-exclusive, worldwide, royalty-free, revocable license to use, reproduce, display, modify, and create derivative works of the Mintify FUTR One NFT that you own for personal, non-commercial use; and
a non-exclusive, worldwide, royalty-free, revocable license to use, reproduce, display, modify, and create derivative works of the Mintify FUTR One NFT that you own for all lawful commercial purposes.
The licenses described in this section are non-transferrable, except that they will automatically transfer in connection with a transfer of Mintify FUTR One NFT.
All provisions of these Terms applicable to Mintify NFTs, including, but not limited to Purchase and Sale of NFTs and Taxes sections above, apply accordingly to Mintify FUTR One NFTs.
An "airdrop” means us crediting your Wallet with NFTs or other digital assets for free.
Any NFT airdrop that Mintify may organize or secure to any Member is discretionary and subject to the terms and conditions of the creator and/or issuer of that NFT, including royalties on secondary sales, if any, and the scope of ownership that you get. Such NFT airdrops may be canceled at any time prior to the airdrop. You release Mintify from all claims stemming from your ownership, use, or the expectation of owning any such NFT, as well as actions of the NFT creator and/or issuer in connection with that NFT.
You are responsible for all sales, use, value-added and other taxes, duties, and assessments now or hereafter claimed or imposed by any governmental authority, associated with your use of the Services or possession of Mintify NFTs (including, without limitation, any taxes that may become payable as a result of your ownership, transfer, purchase, or sale of a Mintify NFT).
Mintify Intellectual Property Rights
You acknowledge and agree that Mintify (or, as applicable, its licensors) owns all intellectual property rights, title, and interest in and to the technology and content underlying and constituting Mintify NFTs, the Platform, and the Services (“Mintify IP”).
You acknowledge and agree that the Services, including their look and feel (for example, text, graphics, images, logos, page headers, button icons, and scripts), proprietary content, information, and other materials, and all content and other materials contained therein, including, without limitation, the Mintify logo and all designs, text, graphics, pictures, data, software, sound files, other files, and the selection and arrangement thereof (“Services Content”) are the proprietary property of Mintify, and you agree not to take any action(s) inconsistent with such ownership interests.
Except as expressly authorized by Mintify, you agree not to modify, copy, frame, scrape, rent, lease, loan, sell, distribute, or create derivative works based on the Services or the Services Content, in whole or in part. Any use of the Services or the Services Content other than as specifically authorized herein is strictly prohibited.
Mintify’s name and logos are trademarks and service marks owned by Mintify (collectively, the “Mintify Trademarks”). Other company, product, and service names and logos used and displayed via the Services may be trademarks or service marks of their respective owners who may or may not endorse or be affiliated with or connected to Mintify. 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 Mintify Trademarks without Mintify’s prior written permission in each instance. All goodwill generated from the use of Mintify Trademarks will inure to our exclusive benefit.
No Investment Advice; Investment Risks
The information on the Platform and any information provided in connection with the Services are provided to Members only and for information only, and do not constitute, and should not be construed as, investment advice or a recommendation to buy, sell, or otherwise transact in any NFTs, including any products or services, or an invitation, offer or solicitation to engage in any investment activity with respect to any digital asset.
The information on the Platform and any information provided in connection with the Services are provided solely on the basis that you will make your own decisions. Mintify does not take account of your interests, investment objectives, particular needs, or financial situation.
In addition, nothing on the Platform and no information provided in connection with the Services constitute financial, legal, accounting, or tax advice. It is strongly recommended that you seek professional investment advice before making any investment decision. Any investment decision that you make should be based on an assessment of your risks in consultation with your investment adviser.
The NFTs displayed or described on the Platform and any information provided in connection with the Services may be classified by the creator of any such NFTs, or buyers or sellers of such NFTs, as non-securities under U.S. laws or other applicable laws, in certain cases incorrectly.
You acknowledge that, in such a case, it is unlikely that appropriate and complete disclosures have been provided by the issuer, sponsor, or any executive officer associated with any NFT.
Please note the following risks related to accessing, purchasing, selling, or using NFTs:
The prices and liquidity of NFTs are extremely volatile and may be subject to large fluctuations. Fluctuations in the prices of digital assets could materially and adversely affect Mintify and Mintify NFTs.
Mintify does not make any representations or warranties about third-party content visible on the Platform, including any information about NFTs. You are responsible for verifying the legitimacy, authenticity, and legality of the NFTs that you purchase on the Platform. We do not guarantee future visibility and availability of the NFTs displayed on the Platform at any time. You acknowledge that some projects displayed on the Platform may turn out to be fraudulent or simply failures and you agree that Mintify will not be responsible for any damages resulting therefrom.
Some of the protocols and platforms associated with NFTs may fail entirely due to forking, flaws in the code, hacking, or malicious attacks.
Some NFT transactions are deemed to be concluded only when recorded on a public ledger, which is not necessarily the date or time when you initiate the transaction. The value of an NFT may be derived from the continued willingness of market participants to exchange fiat currency or digital assets for such NFT, which may result in permanent and total loss of value of that NFT.
Legislative and regulatory changes or actions at the state, federal, or international level may adversely affect the use, transfer, exchange, and value of NFTs. Transfers of NFTs may be irreversible, and, accordingly, losses due to fraudulent or accidental transactions may not be recoverable.
You agree and understand that you are solely responsible for determining the nature, potential value, suitability of any NFT, and appropriateness of these risks for yourself, and that we do not give advice or recommendations regarding any NFT, including the suitability and appropriateness of any NFT, or investment strategies in connection with any NFT.
You understand and agree that we are incapable of subjecting every possible NFT to our analysis and of identifying all issues associated with the NFTs that we do analyze. We will not be responsible for any missed opportunities or incomplete information provided on any NFT on the Platform.
You understand and agree that Mintify will not be responsible for any communication failures, disruptions, errors, distortions, or delays you may experience when using the Services or engaging in a Transaction, however caused.
You understand and agree that you access and use the Services at your own risk.
THESE TERMS DO NOT CONSTITUTE A COMPLETE LIST OF RISK FACTORS ASSOCIATED WITH THE NFTs THAT MAY BE VIEWED OR TRACKED ON THE PLATFORM OR THAT MAY BE FEATURED OR DISCUSSED IN CONNECTION WITH THE SERVICES. YOU SHOULD CONSIDER THESE RISKS CAREFULLY AND TAKE APPROPRIATE ADVICE BEFORE TAKING ANY DECISION TO PURCHASE OR TRADE AN NFT.
You agree that you will not, and will not permit any third party to, do or attempt to do any of the following without Mintify’s express prior written consent in each case:
- interfere with or disrupt the Services or servers or networks connected to the Services in any manner that could negatively affect or inhibit other Members from fully enjoying the Services or that could damage, disable, overburden or impair the functioning of the Services in any manner;
- violate any applicable local, state, national or international law, or any regulations having the force of law, including but not limited to the U.S. Department of Treasury's Office of Foreign Assets Control (“OFAC”), or which would involve proceeds of any unlawful activity;
- obtain or attempt to access or otherwise obtain any materials or information through any means not intentionally made available or provided for through the Services;
- use the Services or any Mintify NFT or Mintify IP to advertise or offer to sell or buy any goods or services for any purpose that is not specifically authorized herein;
- use the Services or any Mintify NFT or Mintify IP to further or promote any criminal activity or enterprise or provide instructional information about illegal activities, including for the purpose of concealing economic activity, laundering money, or financing terrorism;
- use the Services or any Mintify NFT or Mintify IP to carry out financial activities subject to registration or licensing, including but not limited to creating, listing, or buying securities, commodities, options, real estate, or debt instruments;
- publicly share any information provided to you via the Services; and
- use the Services for commercial use.
Disclaimer of Warranties
YOUR USE OF THE SERVICES AND MINTIFY NFTs IS AT YOUR SOLE RISK. EXCEPT AS EXPRESSLY PROVIDED TO THE CONTRARY IN WRITING BY MINTIFY, THE SERVICES, SERVICES CONTENT, MINTIFY NFTs, AND MINTIFY IP ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT WARRANTIES OR CONDITIONS OF ANY KIND, EITHER EXPRESS OR IMPLIED.
MINTIFY AND ITS AFFILIATES AND THEIR RESPECTIVE OFFICERS, EMPLOYEES, REPRESENTATIVES, DIRECTORS, AND AGENTS (COLLECTIVELY, “REPRESENTATIVES”) MAKE NO WARRANTY THAT (I) THE SERVICES OR MINTIFY NFTs WILL MEET YOUR REQUIREMENTS, (II) THE SERVICES OR MINTIFY NFTs WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, (III) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICES WILL BE ACCURATE OR RELIABLE, OR (IV) THE QUALITY OF THE SERVICES, MINTIFY NFTs, OR ANY OTHER NFTs, PRODUCTS, PLATFORMS, INFORMATION, OR OTHER MATERIAL PURCHASED OR OBTAINED BY YOU THROUGH THE SERVICES WILL MEET YOUR EXPECTATIONS.
MINTIFY AND ITS REPRESENTATIVES WILL NOT BE LIABLE FOR ANY LOSS OF ANY KIND FROM ANY ACTION TAKEN OR TAKEN IN RELIANCE ON MATERIAL OR INFORMATION CONTAINED IN THE SERVICES. MINTIFY DOES NOT REPRESENT OR WARRANT THAT CONTENT PROVIDED VIA THE SERVICES IS ACCURATE, COMPLETE, RELIABLE, CURRENT, OR ERROR-FREE.
MINTIFY NFTs ARE INTANGIBLE DIGITAL ASSETS. THEY EXIST ONLY BY VIRTUE OF THE OWNERSHIP RECORD MAINTAINED IN THE ETHEREUM NETWORK. ANY TRANSFER OF TITLE THAT MIGHT OCCUR IN ANY UNIQUE DIGITAL ASSET OCCURS ON THE DECENTRALIZED LEDGER WITHIN THE ETHEREUM PLATFORM. WE DO NOT GUARANTEE THAT MINTIFY CAN EFFECT THE TRANSFER OF TITLE OR RIGHT IN ANY MINTIFY NFT.
TO THE FULLEST EXTENT PERMITTED BY LAW, IN NO EVENT WILL MINTIFY OR ITS REPRESENTATIVES BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY LOST PROFIT OR ANY INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES ARISING FROM THESE TERMS, THE PLATFORM, THE SERVICES, SERVICES CONTENT, MINTIFY NFTs, MINTIFY IP, OR THIRD PARTY PLATFORMS AND PRODUCTS, OR FOR ANY DAMAGES RELATED TO LOSS OF REVENUE, LOSS OF PROFITS, LOSS OF BUSINESS OR ANTICIPATED SAVINGS, LOSS OF USE, LOSS OF GOODWILL, OR LOSS OF DATA, WHETHER CAUSED BY TORT (INCLUDING NEGLIGENCE), BREACH OF CONTRACT, OR OTHERWISE, EVEN IF FORESEEABLE AND EVEN IF THEY HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. ACCESS TO, AND USE OF, THE PLATFORM, THE SERVICES, SERVICES CONTENT, MINTIFY NFT, MINTIFY IP, OR THIRD-PARTY PLATFORMS AND PRODUCTS ARE AT YOUR OWN DISCRETION AND RISK, AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR MOBILE DEVICE OR LOSS OF DATA RESULTING THEREFROM.
NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, IN NO EVENT WILL THE MAXIMUM AGGREGATE LIABILITY OF MINTIFY OR ANY OF ITS REPRESENTATIVES ARISING OUT OF OR IN ANY WAY RELATED TO THESE TERMS, THE ACCESS TO AND USE OF THE PLATFORM, THE SERVICES, SERVICES CONTENT, MINTIFY NFTs, OR MINTIFY IP EXCEED $100.
SOME JURISDICTIONS DO NOT ALLOW THE DISCLAIMER OR EXCLUSION OF CERTAIN WARRANTIES OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES. ACCORDINGLY, SOME OF THE LIMITATIONS SET FORTH ABOVE MAY NOT APPLY TO YOU OR BE ENFORCEABLE WITH RESPECT TO YOU. IF YOU ARE DISSATISFIED WITH ANY PORTION OF THE SERVICES, MINTIFY NFTs, MINTIFY IP, OR THESE TERMS, YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE USE OF THE SERVICES.
IF ANY PORTION OF THIS LIABILITY LIMITATION SECTION IS HELD TO BE INVALID UNDER THE LAWS OF THE STATE OR COUNTRY OF YOUR RESIDENCY, THE INVALIDITY OF SUCH PORTION SHALL NOT AFFECT THE VALIDITY OF THE REMAINING PORTIONS OF THE APPLICABLE SECTIONS, WHICH SHALL BE APPLICABLE TO THE BROADEST EXTENT POSSIBLE UNDER THE LAWS OF THAT STATE OR COUNTRY.
To the fullest extent permitted by applicable law, you agree to indemnify, defend and hold harmless Mintify and its Representatives (collectively, the “Indemnitees”), from and against all actual or alleged third party claims, damages, awards, judgments, losses, liabilities, obligations, penalties, interest, fees, expenses (including, without limitation, attorneys' fees and expenses) and costs (including, without limitation, court costs, costs of settlement and costs of pursuing indemnification and insurance), of every kind and nature whatsoever, whether known or unknown, foreseen or unforeseen, matured or unmatured, suspected or unsuspected, in law or equity, whether in tort, contract or otherwise (collectively, “Claims”), including, but not limited to, damages to property or personal injury, that are caused by, arise out of, or are related to (a) your use or misuse of the Platform, the Services, the Services Content, Mintify NFTs, or Mintify IP, (b) your violation of these Terms, or (c) your violation of the rights of a third party, including another Member. You agree to promptly notify Mintify of any third-party Claim and cooperate with the applicable Indemnitee in defending such Claim. You further agree that the Indemnitees have the right to control the defense or settlement of any third-party Claim.
The Platform may contain links to third-party websites or services that are not owned or controlled by Mintify. Mintify assumes no responsibility for the content, privacy policies, or practices of any third-party website or service. You acknowledge and agree that Mintify will not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused to you by or in connection with your use of or reliance on any such website or service.
You agree that Mintify, in its sole discretion, may suspend or terminate your use of the Services if Mintify believes 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 use of the Services may be referred to appropriate law enforcement authorities. Mintify may also in its sole discretion and at any time discontinue providing the Services, or any part thereof, with or without notice. You agree that any termination of your access to the Services under any provision of these Terms may be effected without prior notice, and acknowledge and agree that Mintify may immediately deactivate or delete your Account and all related information and files in your Account and/or bar any further access to such files or the Services. Further, you agree that Mintify will not be liable to you or any third party for any termination of your access to the Services.
You agree that you are solely responsible for your interactions with any other Member in connection with the Services and Mintify NFTs, and Mintify will have no liability or responsibility with respect thereto. Mintify reserves the right but has no obligation, to become involved in any way with disputes between you and any other Member.
DISPUTE RESOLUTION BY BINDING ARBITRATION
PLEASE READ THIS SECTION CAREFULLY AS IT AFFECTS YOUR RIGHTS.
Agreement to Arbitrate
This Dispute Resolution by Binding Arbitration section is referred to in these Terms as the “Arbitration Agreement.” You agree that any and all disputes and claims that have arisen or may arise between you and Mintify, whether arising out of or relating to these Terms (including any alleged breach thereof), the Services, or Mintify NFTs, any advertising, or any aspect of the relationship or transactions between us, will be resolved exclusively through final and binding arbitration, rather than a court, in accordance with the terms of this Arbitration Agreement, except that you may assert individual claims in small claims court if your claims qualify.
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 Mintify are each waiving the right to a trial by jury or to participate in a class action. 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.
Prohibition of Class and Representative Actions and Non-Individualized Relief
YOU AND MINTIFY 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 MINTIFY 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.
ALSO, 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 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.
Pre-Arbitration Dispute Resolution
Mintify is always interested in resolving disputes amicably and efficiently, and most Member concerns can be resolved quickly and to the Member’s satisfaction by emailing us at [email protected] You must always reach out to us first to engage in good-faith efforts to resolve disputes before initiating arbitration or small claims court proceedings.
A party who intends to seek arbitration must first send to the other a written Notice of Dispute (“Notice”). The Notice to Mintify should be sent by certified mail to Mintify Inc. at 405 RXR Plaza, Uniondale, NY, 11556, USA (“Notice Address”). The Notice to you will be sent via email, Ethereum Name Service, or any other means possible. The Notice must (i) describe the nature and basis of the claim or dispute and (ii) set forth the specific relief sought. If Mintify and you do not resolve the claim within sixty (60) calendar days after the Notice is received, you or Mintify may commence an arbitration proceeding. During the arbitration, the amount of any settlement offer made by Mintify or you will not be disclosed to the arbitrator until after the arbitrator determines the amount, if any, to which you or Mintify is entitled.
Arbitration will be conducted by a neutral arbitrator in accordance with the American Arbitration Association’s (“AAA”) rules and procedures, including the AAA’s Consumer Arbitration Rules (collectively, the “AAA Rules”), as modified by this Arbitration Agreement. For information on the AAA, please visit its website at http://www.adr.org.
Information about the AAA Rules and fees for consumer disputes can be found on the AAA’s consumer arbitration page at https://www.adr.org/consumer. If there is any inconsistency between any term of the AAA 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 issues relating to the scope, enforceability, and arbitrability of this Arbitration Agreement. 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. Decisions by the arbitrator are enforceable in court and may be overturned by a court only for very limited reasons.
Unless Mintify and you agree otherwise, any arbitration hearings will take place in a reasonably convenient location for both parties with due consideration of their ability to travel and other pertinent circumstances. If the parties are unable to agree on a location, the determination will be made by AAA. If your claim is for $10,000 or less, Mintify agrees that you may choose whether the arbitration will be conducted solely on the basis of documents submitted to the arbitrator, through a telephonic hearing, or by an in-person hearing as established by the AAA Rules. If your claim exceeds $10,000, the right to a hearing will be determined by the AAA Rules. Regardless of the manner in which the arbitration is conducted, the arbitrator will issue a reasoned written decision sufficient to explain the essential findings and conclusions on which the award is based.
Costs of Arbitration
Payment of all filing, administration and arbitrator fees (collectively, the “Arbitration Fees”) will be governed by the AAA Rules unless otherwise provided in this Arbitration Agreement. If the value of the relief sought is $75,000 or less, at your written request, Mintify will pay all Arbitration Fees. If the value of relief sought is more than $75,000 and you are able to demonstrate to the arbitrator that you are economically unable to pay your portion of the Arbitration Fees or if the arbitrator otherwise determines for any reason that you should not be required to pay your portion of the Arbitration Fees, Mintify will pay your portion of the Arbitration Fees. In addition, if you demonstrate to the arbitrator that the costs of arbitration will be prohibitive as compared to the costs of litigation, Mintify will pay as much of the Arbitration Fees as the arbitrator deems necessary to prevent the arbitration from being cost-prohibitive. Any payment of attorneys’ fees will be governed by the AAA Rules.
All aspects of the arbitration proceedings, and any ruling, decision, or award by the arbitrator, will be strictly confidential for the benefit of all parties.
If a court or the arbitrator decides that any term or provision of this Arbitration Agreement (other than the subsection above titled “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 will be enforceable as so modified. If a court or the arbitrator decides that any of the provisions of subsection above titled “Prohibition of Class and Representative Actions and Non-Individualized Relief” are invalid or unenforceable, then the entirety of this Arbitration Agreement will 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.
Future Changes to the Arbitration Agreement
Notwithstanding any provision in these Terms to the contrary, Mintify agrees that if it makes any change to this Arbitration Agreement (other than a change to the Notice Address), you may reject such change by sending Mintify a written notice within thirty (30) calendar days of the change to the Notice Address. By rejecting any 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).
Notice for California Members Under California Civil Code Section 1789.3
Members from California are entitled to the following consumer rights notice: The Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs may be contacted (a) via email at [email protected]; (b) in writing at: Department of Consumer Affairs, Consumer Information Division, 1625 North Market Blvd., Suite N 112, Sacramento, CA 95834; or (c) by telephone at (800) 952-5210 or (800) 326-2297 (TDD). Sacramento-area consumers may call (916) 445-1254 or (916) 928-1227 (TDD). You may contact Mintify at 405 RXR Plaza, Uniondale, NY, 11556, USA.
If any provision of these Terms is found by a court of competent jurisdiction or an arbitrator to be invalid, the parties agree that the court or the arbitrator, as applicable, should endeavor to give effect to the parties' intentions as reflected in the provision, and the other provisions of these Terms will remain in full force and effect.
You may not assign the Terms without the prior written consent of Mintify, but Mintify may assign or transfer these Terms, in whole or in part, without restriction.
These Terms will be governed by the laws of the State of New York without giving effect to their principles of conflicts of law. With respect to any disputes or claims not subject to arbitration, as set forth above, you and Mintify submit to the personal and exclusive jurisdiction of the state and federal courts located within New York, New York.
If you access or use the Services outside of the U.S., you are responsible for ensuring that your access and use of the Service in such country, territory, or jurisdiction does not violate any applicable laws.
Except as otherwise provided herein, these Terms are intended solely for the benefit of the parties and are not intended to confer third-party beneficiary rights upon any other person or entity. You may be subject to additional terms and conditions that may apply when you use affiliate or third-party services, third-party content, or third-party software. The failure of Mintify to exercise or enforce any right or provision of these Terms will not constitute a waiver of such right or provision.
You agree that regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to your use of the Services, any Mintify NFT, or these Terms must be filed within one (1) year after such claim or cause of action arose or be forever barred.
A printed version of these Terms and of any notice given in electronic form will be admissible in judicial or administrative proceedings based upon or relating to these Terms to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form. The section titles in these Terms are for convenience only and have no legal or contractual effect. Notices to you may be made via email or Ethereum Name Service. If you do not provide us with an email address, notices will be made in any way reasonably possible. Mintify may also provide notices to you regarding changes to these Terms or other matters by displaying notices or links to notices generally on the Platform.