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.
TERMS OF SERVICE
Last updated: January 18, 2022
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.mintify.me, and other communication channels, for example, push notifications or social media, e.g. Discord or Instagram, as well as our iOS or Android applications (collectively, the “Site”).
These Terms of Service INCLUDING THE BINDING ARBITRATION PROVISION IN SECTION "Dispute Resolution by Binding Arbitration (as amended from time to time, the “Terms”) govern your purchase of Mintify Membership NFTs (the “Membership Purchase”), access to and use of the Site and services, content, software, tools, features, information, perks or functionalities provided through the Site to, among others, assist you with discovering interesting and unique NFTs through smart notifications of upcoming minting events (collectively, the “Services”).
BY CLICKING "CONNECT YOUR WALET" ON THE SITE, PURCHASING A MINTIFY NFT MEMBERSHIP FROM US OR ANOTHER MEMBER, 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 A MINTIFY MEMBERSHIP NFT, ACCESS THE SITE 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 or modify these Terms at any time and in our sole discretion. If we make material changes to these Terms, we will use reasonable efforts to provide notice of such changes, such as by providing notice through the Site 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 to review such changes and to ensure that you understand the terms and conditions that apply when you access or use the Services.
Mintify Membership NFT
“NFT” means a non-fungible token or similar digital item implemented on a blockchain (such as the Ethereum blockchain), which uses smart contracts to link to or otherwise be associated with certain content or data. Once issued, NFTs are not subject to control of any party, but the owner.
Mintify Membership NFT is a an NFT that grants each Member access to the Services for as long as the Member holds a Mintify Membership NFT. Mintify limits the number of Mintify Membership NFTs available and reserves the right to issue such number of Mintify Membership NFTs and for such purchase price as it decides in its full discretion.
Members may freely transfer their Mintify Membership NFTs subject to the Terms. Once a Member ceases to own a Mintify Membership NFT, such ex-Member shall immediately lose access to the Services.
Mintify encourages wide dispersion of the Mintify Membership NFTs and unreasonable stacking of Mintify Membership NFTs is expressly prohibited. In any event, you agree not to purchase or hold more than ten (10) Mintify Membership NFTs at the same time.
Each Member who purchases a Mintify Membership NFT shall obtain access to the Services during such period, for such subscription price, and on such terms as described in detail in the terms and conditions provided at the Membership Purchase.
You understand and agree agree that the Services are being constantly 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 either 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 to any third party for any modification, suspension, or discontinuance of the Services.
Services include provision of information regarding interesting and potentially lucrative NFT minting events. You acknowledge that, assessment of an NFT made by Mintify in the course of the Services is based on objectively verifiable factors and, unless explicitly to the contrary, is not intended to be our endorsement of any project, creator, NFT, individual or any other thing.
Mintify does not make any representation or guarantee that any Member will achieve any particular outcome because of owning a Mintify Membership NFT and/or using the Services.
Connecting Your Wallet
“Digital Wallet” means a software-based system that stores information regarding your NFTs and cryptocurrencies (e.g. Ethereum), enables their purchases and sales, and stores other information including payment information and passwords.
To purchase a Mintify Membership NFT and access and use the Services you must connect Digital Wallet supported on MetaMask or other Digital Wallet extensions or gateways to the Site.
When you connect your Digital Wallet, you understand and agree that you are solely responsible for maintaining the security of your Digital Wallet and your control over any Digital Wallet-related authentication credentials, private or public cryptocurrency keys, NFTs or cryptocurrencies that are stored in or are accessible through your Digital Wallet.
Any unauthorized access to your Digital Wallet by third parties could result in the loss or theft of Mintify Membership NFTs and/or other assets and information held in your Digital Wallets and any associated Digital Wallets, including any linked financial information such as bank account(s) or debit/credit card(s).
Mintify is not responsible for managing and maintaining the security of your Digital Wallet. Mintify has no responsibility or liability to you for any unauthorized access to or use of your Digital Wallet or if you are unable to locate your credentials. If you notice any unauthorized or suspicious activity in your Digital Wallet that seems to be related to the Services, please notify us immediately.
Purchase and Sale of Mintify Membership NFTs
Mintify does not control own or control your Digital Wallet, the Ethereum network, your browser, or any other third party site, 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 Mintify Membership NFTs (“Transaction”), and that, except with respect to transferring control of a Mintify Membership NFTs to the initial purchaser through the Services (“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 your Transaction or any other interaction with any third parties. You understand that your Ethereum public address will be made publicly visible whenever you engage in a Transaction. Aside from transferring control of the Mintify Membership NFT to the Initial Purchaser, Mintify has no control over the transfer, storage, ownership or maintenance of the Mintify Membership NFT.
When each Mintify Membership NFT is sold for the first time, the agreement for sale is between Mintify and the Initial Purchaser. If the Initial Purchaser decides to sell a Mintify Membership NFT (“Secondary Sale”), Mintify is not a party to any agreement between the applicable buyer, seller, or facilitator of the Secondary Sale.
By selling or transferring a Mintify Membership NFT to another individual, (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 Membership NFT, will cease to have any further rights to such Mintify Membership NFT or underlying NFT IP and will lose your access to Services based on such transferred Mintify Membership NFT. For the avoidance of doubt, as long as you continue holding at least one Mintify Membership NFT, you shall have access to the Services.
By placing an order on the Site or through the Services (including by bidding in an auction), you agree that you are submitting a binding offer to purchase a Mintify Membership NFT, you agree to pay all applicable fees associated with the Transaction, and you authorize Mintify to automatically charge and collect such fees from your payment instrument or wallet. If you are an Initial Purchaser, then all amounts due are to be paid to Mintify. If you are not the Initial Purchaser of a Mintify Membership NFT, then amounts may be paid to the seller of such Mintify Membership NFT.
You acknowledge and agree that Mintify receives 10% of every Secondary Sale of a Mintify Membership NFT (“Royalty”). Mintify has the right to collect such Royalties for Mintify sales in perpetuity. As such, if you sell a Mintify Membership NFT on a third-party marketplace, you agree to include a statement substantially similar to the following in the description of the NFT: “10% Royalty Applies. See Mintify Terms of Service for details.”
No refunds are permitted except with respect to any statutory warranties or guaranties that cannot be excluded or limited by law.
You are responsible for any and 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 Mintify Membership NFTs (including, without limitation, any taxes that may become payable as the result of your ownership, transfer, purchase, or sale of a Mintify Membership NFT).
Mintify Intellectual Property Rights
You acknowledge and agree that Mintify (or, as applicable, its licensors) owns all legal rights, title and interest in all intellectual property rights of the technology and content underlying and constituting Mintify Membership NFTs, Site, and Services (“NFT IP”).
You acknowledge and agree that the Services, including their “look and feel” (e.g., 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 of 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 displayed on the Services, 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 this Site 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 digital asset 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 this Site and any information provided in connection with the Services to Members are provided solely on the basis that you will make your own investment and trading decisions, as Mintify does not take account of your interests, investment objectives, particular needs, or financial situation. In addition, nothing on this Site or any information provided in connection with the Services provided to Members 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 digital assets about which information is provided on the Site and any information provided in connection with the Services provided to Members may not be viewed by the issuer or sponsor of any such digital assets, or those buying or selling the digital asset, as securities under U.S. laws or relevant applicable laws. As a result, it is unlikely that fulsome disclosures from the issuer or sponsor, or any executive officer associated with the digital asset or related protocol have been provided, and others may have better or more information than the information made available to you via the Site, any information provided in connection with the Services provided to Members or to which you may independently have access.
Please note the following risks in accessing, purchasing, selling, or using NFTs:
The price and liquidity of NFTs are extremely volatile and may be subject to large fluctuations. Fluctuations in the price of digital assets could materially and adversely affect Mintify Membership NFTs, which may also be subject to significant price volatility.
Mintify cares about protecting the Members and diligently audits projects featured via Services and the creators behind them. However, you acknowledge that, despite our efforts, some projects may turn out to be scams or failures and you agree that Mintify shall not be responsible for any damages resulting therefrom.
Some of the protocols and platforms may fail entirely due to forking, flaws in the code, hacking or other malicious attacks.
Some transactions of NFTs shall be deemed to be made when recorded on a public ledger, which is not necessarily the date or time that you initiated the transfer. The value of NFTs may be derived from the continued willingness of market participants to exchange fiat currency or digital assets for such NFTs, which may result in the potential for permanent and total loss of value of a particular 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, and appropriateness of these risks for yourself, and that we do not give advice or recommendations regarding any NFTs, including the suitability and appropriateness of, and investment strategies for NFTs.
You agree and understand that we are incapable of subjecting each NFT to our analysis and to identify all issues associated with the NFTs that we do analyze. Therefore, we shall not be responsible for any “missed opportunities” or missing any piece of information provided on any NFT.
You agree and understand that Mintify will not be responsible for any communication failures, disruptions, errors, distortions or delays you may experience when using the Services of engaging in a Transaction, however caused.
You agree and understand that you access and use the Services at your own risk.
THESE TERMS DO NOT REPRESENT A COMPLETE STATEMENT OF RISK FACTORS ASSOCIATED WITH THE DIGITAL ASSETS THAT MAY BE VIEWED OR TRACKED ON THIS SITE OR THAT MAY BE FEATURED OR DISCUSSED IN CONNECTION WITH THE SERVICES PROVIDED FOR MEMBERS. YOU SHOULD CONSIDER THESE RISK WARNINGS CAREFULLY AND TAKE APPROPRIATE ADVICE BEFORE TAKING ANY DECISION TO PURCHASE OR TRADE A DIGITAL ASSET.
You agree that you will not, and will not permit any third party to, do or attempt to do any of the following without the 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 Membership NFT or NFT 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 Membership NFT or NFT 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 Membership NFT or NFT 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 Services; and
use the Services for a commercial use.
Disclaimer of Warranties
YOUR USE OF THE SERVICES AND MINTIFY MEMBERSHIP NFTs IS AT YOUR SOLE RISK. EXCEPT AS EXPRESSLY PROVIDED TO THE CONTRARY IN A WRITING BY MINTIFY, THE SERVICES, SERVICES CONTENT, AND ANY AND ALL MINTIFY MEMBERSHIP NFTS AND NFT 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 MEMBERSHIP NFTs WILL MEET YOUR REQUIREMENTS, (II) THE SERVICES OR MINTIFY MEMBERSHIP 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 ANY SERVICES, MINTIFY MEMBERSHIP NFTs, OR ANY 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 ON THE SERVICES. MINTIFY DOES NOT REPRESENT OR WARRANT THAT CONTENT PROVIDED VIA SERVICES IS ACCURATE, COMPLETE, RELIABLE, CURRENT OR ERROR-FREE.
MINTIFY MEMBERSHIP 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 MEMBERSHIP 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 SITE, THE SERVICES, SERVICES CONTENT, MINTIFY MEMBERSHIP NFTs, NFT IP, OR THIRD PARTY SITES 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 SITE, THE SERVICES, SERVICES CONTENT, MINTIFY MEMBERSHIP NFT, NFT IP, OR THIRD-PARTY SITES 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 SHALL 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 SITE, THE SERVICES, SERVICES CONTENT, MINTIFY MEMBERSHIP NFT, OR NFT 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 ABOVE 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 MEMBERSHIP NFTs, NFT IP, OR WITH THESE TERMS, YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE USE OF THE SERVICES.
IF ANY PORTION OF THESE SECTIONS IS HELD TO BE INVALID UNDER THE LAWS OF THE STATE 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.
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, or 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 Site, the Services, the Services Content, Mintify Membership NFTs, or NFT 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 Claims and cooperate with the applicable Indemnitee in defending such Claims. You further agree that the Indemnitees shall have the right to control of the defense or settlement of any third-party Claims.
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.
Disputes with other Members
You agree that you are solely responsible for your interactions with any other Members in connection with the Services and Mintify Membership 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 or 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 Membership 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@example.com. You must always reach out to us first to to engage in good-faith efforts to resolve disputes prior to initiating arbitration or small claims court proceeding.
If such efforts prove unsuccessful, a party who intends to seek arbitration must first send to the other, by certified mail, a written Notice of Dispute (“Notice”). The Notice to Mintify should be sent to Mintify Inc. at 405 RXR plaza, Uniondale, NY, 11556, USA (“Notice Address”). 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, http://www.adr.org.
Information about the AAA Rules and fees for consumer disputes can be found at the AAA’s consumer arbitration page, 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 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.
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 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 such 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 proceeding, 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 Arbitration Agreement
Notwithstanding any provision in these Terms to the contrary, Mintify agrees that if it makes any future change to this Arbitration Agreement (other than a change to the Notice Address) while you are a Member, you may reject any such change by sending Mintify 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).
Notice for California Members
Notice for California Members Under California Civil Code Section 1789.3, Members from California are entitled to the following specific 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 firstname.lastname@example.org; (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 us at Mintify Inc. 405 RXR plaza, Uniondale, NY, 11556, USA.
If any provision of these Terms is found by a court of competent jurisdiction to be invalid, the parties nevertheless agree that the court should endeavor to give effect to the parties' intentions as reflected in the provision, and the other provisions of these Terms 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 regard to its conflict of law provisions. 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.
These Terms constitute the entire agreement between you and Mintify and govern your use of the Services and Mintify Membership NFTs, superseding any prior agreements between you and Mintify with respect thereto. 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 also 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 use of the Services, any Mintify Membership 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 this agreement and of any notice given in electronic form will be admissible in judicial or administrative proceedings based upon or relating to this agreement 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 either email or ENS. If you do not provide an email, the notices will be made in any way reasonably possible. Mintify may also provide notices to you of changes to these Terms or other matters by displaying notices or links to notices generally on the Services.