Trips Terms of Service – Trips Platform

Last Updated: August 31, 2023

ARBITRATION NOTICE: YOU AGREE THAT DISPUTES BETWEEN YOU AND US WILL BE RESOLVED BY BINDING, INDIVIDUAL ARBITRATION, AND YOU WAIVE ANY RIGHT TO PARTICIPATE IN A CLASS-ACTION LAWSUIT OR CLASS-WIDE ARBITRATION OR A TRIAL BY JURY. BELOW, WE EXPLAIN SOME EXCEPTIONS AND HOW YOU CAN OPT OUT OF ARBITRATION.

EXPORT CONTROLS NOTICE: BY PARTICIPATING IN OUR SERVICES, YOU REPRESENT THAT YOU ARE NOT A “SANCTIONED PERSON,” AS DEFINED BELOW, UNDER APPLICABLE LAW.

INTRODUCTION

Welcome to Trips! Trips Platform, Inc. (“Trips,” “we,” “our” or “us”) provides an online service that, among other things, allows owners (“Creators” or “you”) of copyrights (“Copyrights”) in videos or other works of authorship (“Content”) to put their stamp of ownership on a public blockchain record and access capital offered by accredited investors (“Capital Providers”) by selling Capital Providers a partial interest in their Copyrights pursuant to a separate Copyright Interest Purchase Agreement between Creators and Capital Providers (“CIPA”). We explain this process in more detail below.

These terms of service (“Terms”), together with any other terms, conditions, or policies linked to in these Terms, constitute a legally binding agreement between you and Trips that govern your access to and use of any websites, services, applications, smart contracts, protocols, software, tools, technology, products, documents, property (including intangible property and digital assets), features, and functionality made available by Trips (collectively, “Services”). Therefore, please carefully review these materials. If you do not agree with the terms, you may not use our Services. If there is a conflict between these Terms and any other terms or conditions covering a specific area of the Services, the latter terms and conditions shall control unless they expressly state otherwise.

In addition to these Terms, you also agree to our Privacy Policy available at https://tripsip.io/privacy-policy. We recommend that you read it to better understand how we collect and use any personal information and data we may collect. By agreeing to these Terms, you also agree to the terms of the Privacy Policy. Among other practices discussed in our Privacy Policy, when using certain of our Services, you may interact with, and share your personal information and data about your Content, with one or more Third Party Services (defined below) working with Trips. You agree that such Third Party Services may share that information and data with us, and that we may in turn share that information and data with Capital Providers, for the purpose of providing the Services.

We reserve the right to clarify or amend these Terms by publishing an updated version of them to tripsip.io (the “Website”). You acknowledge and agree that, in the event we publish a clarification or amendment of these Terms, your continued use of the Services will be contingent upon your acceptance of the updated Terms.

We may also modify the Services. We reserve the right, at our sole discretion, to change the URL of the Website or modify all or part of the Services without notice to you.

TRANSACTING USING THE TRIPS SERVICES

Creators and Capital Providers may use the Services to buy and sell partial interests in Copyrights as follows:

Content Data. Creator authorizes YouTube or another host of Creator’s Content to grant Trips access to metrics, analytics, monetization, and other data related to the Content (“Content Data”). Creator also authorizes Trips to share the Content Data with Capital Providers. A list of the Content and certain Content Data will appear on Creator’s portal on the Services.
Minting. Creator selects the Content for which they would like to create a blockchain-based digital asset call a “tokenized copyright interest,” or “TCI,” which will be minted subject to these Terms. Each TCI represents, signifies, and constitutes the undivided Copyright in the Content. Legal title to the TCI shall be owned by Creator; provided, however, that custody of Creator’s TCIs may be held by Trips or Trips’ designee for the benefit of Creator.
Offer. Creator selects the TCI they wish to invite Capital Providers to review for potential liquidity opportunities. After reviewing the Content and Content Data associated with the TCI, and any other information deemed appropriate by Capital Provider, Capital Provider may make an offer to Creator to purchase a percentage of the Copyright in the Content pursuant to the terms of a CIPA.
Acceptance. Creator may accept the offer by: (a) executing the CIPA; (b) enrolling in, and completing the onboarding process of, a third-party administrator for the Content (“Administrator”), which includes executing Administrator’s separate program agreement (“Administration Agreement”), a copy of which may be reviewed upon request, and directing all of Creator’s Content monetization to Administrator; and (c) executing various schedules to the CIPA, including a schedule memorializing the commercial terms of the offer, active and frozen copyright assignments, and a letter directing Administrator to pay a percentage of Content monetization to Capital Provider. For the sake of clarity, Trips is neither responsible for, nor a party to, any agreement that Creator enters into with Administrator or a Capital Provider. Creator may also reject the offer in its sole discretion.
Closing. Capital Provider and Creator finalize the transaction, including by Capital Provider sending Creator the purchase price and Creator causing Capital Provider to receive an ongoing percentage of revenue generated by the Content. Each percentage interest of Creator’s and Capital Provider’s respective percentage of the Copyright shall be constituted, signified, and represented by a digital asset called a “fractional tokenized copyright interest,” or “fTCI.” At closing, Creator and Capital Provider each are allocated fTCIs signifying and representing their respective interests in the Copyright. Legal title to the fTCIs shall be owned by Creator and Capital Provider, respectively; provided, however, that custody of Creator’s fTCIs may be held by Trips or Trips’ designee, for the benefit of Creator.

CREATOR RESPONSIBILITIES

In addition to the above requirements, Creators may need to satisfy additional requirements in order to finalize and effectuate the purchase and sale of any copyright interest using the Services, including as further set forth in the Administration Agreement or CIPA.

Creators are responsible for clearing their Content. In addition to, and without in any way limiting, any other representations and warranties set forth herein, Creators are responsible for obtaining all releases, licenses, approvals, consents, and permissions and to make any necessary payments in connection with the Content, including, without limitation: (a) authorizations and payments with respect to any people who are seen, heard, or referred to in any Content (including, without limitation, any recognizable people) or who otherwise provided services in connection with the Content; (b) authorizations and payments with respect to any person or entity that owns or controls any interest or other rights in or to any third party materials that are used in the Content or underlying intellectual property; or (c) authorizations and payments with respect to all locations used in or in connection with the Content or underlying intellectual property.

Creators will provide information as reasonably requested by Trips. Creators agree to give Trips any information, materials, and documents it reasonably requests, from time to time, to perform the Services and comply with applicable law, regulation, or policy, including laws related to anti-money laundering and counteracting financing of terrorism, including provenance documentation related to Content. You agree and confirm that all the information and documents you give Trips are true, complete, and accurate and are originals or true, complete, and accurate copies of the originals. If you do not provide complete and accurate information and documents in response to a request by Trips, Trips may refuse to provide you any further access to any Services. Trips is entitled, except to the extent prohibited by applicable law, to disclose any information or materials on or in the Services in Trips’ possession in connection with your use of the Services, to (a) comply with applicable laws, legal process, or governmental request; (b) enforce these Terms, or (c) protect the rights, property, or personal safety of Trips, its affiliates, its users, the public, and all law enforcement or other government officials, as Trips in its sole and absolute discretion believes to be necessary or appropriate.

YOUR RELATIONSHIP WITH TRIPS

Trips is not responsible for, nor a party to, any agreement or interaction between you and any third party. This means that, to the extent you enter into a CIPA, Administration Agreement, or other agreement with any other individual or entity, you understand and agree that Trips shall not be a party to, or have any responsibility or liability arising out of, relating to, or in connection with such agreement. YOU UNDERSTAND AND AGREE THAT TRIPS AND ITS AFFILIATES, AND EACH OF THEIR RESPECTIVE MEMBERS, STOCKHOLDERS, EMPLOYEES, CONSULTANTS, OFFICERS, DIRECTORS, AGENTS, REPRESENTATIVES, SUCCESSORS, AND ASSIGNS (collectively, the “Trips Parties”) WILL NOT BE RESPONSIBLE OR LIABLE FOR ANY LOSS OR DAMAGE OF ANY SORT INCURRED AS THE RESULT OF ANY INTERACTIONS OR AGREEMENTS BETWEEN YOU AND ANY THIRD PARTY, INCLUDING, WITHOUT LIMITATION, ANY COPYRIGHT INTEREST PURCHASE AGREEMENT OR ADMINISTRATION AGREEMENT. IF YOU HAVE A DISPUTE WITH A CAPITAL PROVIDER, ADMINISTRATOR, OR ANOTHER USER OF OUR SERVICES, YOU IRREVOCABLY AND FOREVER RELEASE TRIPS (AND ITS AFFILIATES, OFFICERS, DIRECTORS, AGENTS, SUBSIDIARIES, JOINT VENTURES AND EMPLOYEES) FROM CLAIMS, DEMANDS, AND DAMAGES (ACTUAL AND CONSEQUENTIAL) OF EVERY KIND AND NATURE, KNOWN AND UNKNOWN, ARISING OUT OF OR IN ANY WAY CONNECTED WITH SUCH DISPUTES.

NO ATTORNEY-CLIENT RELATIONSHIP. You understand that Trips is not a law firm and any written terms and conditions, agreement, content, information, or document available on or through the Services including, without limitation, any CIPA (collectively, “Form Documents”), are not the product of any legal review or analysis by Trips. Trips is not offering you any legal advice, and the Form Documents are not a substitute for legal advice from qualified counsel in your jurisdiction. Your use of the Form Documents or other Services does not create any attorney-client relationship between you and Trips or any third party, nor entitle you to any attorney-client privilege from Trips or any third party. You should not, and are not authorized to, rely on any Form Documents or other information on our Services as a source of legal, tax, financial, or other advice. The content provided or generated through the Services may not be suitable for you given your unique tax, business, or other circumstances. Trips assumes no responsibility or liability for the contents of the Form Documents or other material provided on the Services nor any consequence of your use of any such Form Documents or other material. You are solely responsible for ensuring that all necessary securities filings, and all other filings required under applicable law, if any, are timely and properly filed. You should consult with an attorney licensed to practice in your jurisdiction, as well as tax advisors, before using or relying on any Form Documents, especially if you do not fully understand any of their terms or functionality. Trips is not obliged to keep confidential any information you may make available to us, and no attorney-client privilege will apply to such information. Under no circumstances, therefore, should you send any information to Trips and expect that any privilege or duty of confidentiality that may govern an attorney-client relationship will or does apply to your relationship with Trips. Your use of any Form Documents is at your own risk. Please carefully and thoroughly review these materials before you use them. Trips does not endorse or recommend the use of any Form Documents, nor is Trips expressing any opinion or recommendation of whether any particular type of agreement or other document is appropriate to use in your particular circumstance. Any deal terms, agreements, terms and conditions or any similar documents, including those related to intellectual property, should be negotiated based on your specific circumstances, and the documents and smart contracts (if any) you use should be tailored to meet the specific legal, commercial, and technical requirements of your contemplated transaction. Additional contracts, materials, or documents may be necessary or appropriate for your contemplated transaction.

Trips provides administrative services only. Trips is not a lender or a creditor. Trips also is not, and is not acting as, an agent of any Creator or Capital Provider. Our Services are only administrative. You agree you will rely on your own judgment and research independent of any communications or information you receive from Trips in deciding which available Services, terms, Content, Creator, offer, or Capital Provider best suits your needs and financial situation.

You acknowledge and agree that Trips is not a fiduciary and owes no duties to you, including the duty to ensure fair pricing of any digital assets (such as fTCIs), copyright or other ownership or legal interests, or Content.

You shall not be deemed an employee of Trips or vice versa for any state or federal law purposes, including, but not limited to, the application of the Federal Insurance Contribution Act, Social Security Act, or any similar law applicable throughout the universe regarding worker compensation, unemployment, or taxation. You acknowledge and agree that you are obligated to report as income all compensation or other income received, if any, in connection with the Services. These Terms shall not be deemed to create a partnership, joint-venture, agency, employee/employer, or similar relationship between Trips and any other party.

YOUR ACCOUNT AND DIGITAL ASSET STORAGE

To access or use some of our Services, you may need to create or register an account. To create an account, you may be asked to provide your name, date of birth, country/region, and then provide an email address, a phone number, a username, and a password. We may from time to time ask you for additional identification information as may be required for regulatory or other reasons. You agree to provide complete, accurate, and up-to-date information in connection with your account. You may be required to link your account to, and sign into your account using, an account you maintain with Google or another Third-Party Service (as defined below). You are entirely responsible for keeping your account username and password secret. You also agree not to sell, transfer, or share your account, username, or password. We have the right to deny the creation of any account, for any reason, and we reserve the right to terminate any account that we determine violates these Terms. You are solely responsible for any associated content, information, or materials provided or used in connection with your account. Trips is not liable to you or any third party for any acts or omissions by anyone using, or otherwise in connection with, your account or that occur as a result of any information associated with your account being lost or compromised. If you discover or otherwise suspect any unauthorized use of, or security issues related to, your account, you agree to notify Trips immediately. Trips reserves the right to access, retain, and disclose your account information if required to do so by law or we have a good faith belief that such access, retention, or disclosure is reasonably necessary to enforce these Terms, respond to your requests for customer service, respond to a legal notice, comply with legal process, or protect the rights, property, or personal safety of our company, our users, or the public.

Trips may store TCIs and fTCIs on your behalf. When you enroll in or access certain portions of our Services, Trips (or our service providers, who each may operate a Third-Party Service, as defined below), may open or establish and maintain a service (“Digital Asset Storage”) to hold TCIs and/or fTCIs on your behalf. The Digital Asset Storage will be linked to or associated with your account and is intended solely for use of our Services. Trips assumes no liability or responsibility in connection with any attempt to use the Digital Asset Storage in any manner or with any digital assets that we do not support. Trips is not liable to you or to any third party for any acts or omissions arising or resulting from, or otherwise in connection with, the use of such Digital Asset Storage by you or any third party, or that occur as a result of any information associated with such Digital Asset Storage being lost or compromised by you or any third party.

APPLICABLE FEES

Trips may charge a fee (“Service Fee”) in connection with the minting, creation, purchase, sale, transfer and/or administration of TCIs and fTCIs facilitated through the Services. Blockchain-based smart contracts and other technology may cause or facilitate the automatic collection and transfer of the Service Fee. All pricing and payment terms for our Services are as indicated at point of transaction or otherwise on the Services, and any payment obligations you incur are binding at the time of transaction. You may not substitute any other currency, whether cryptocurrency or fiat currency, for the currency in which you have contracted to pay at the time of the transaction. For clarity, no fluctuation in the value of any currency, whether cryptocurrency or otherwise, or applicable gas or other fees shall impact or excuse your obligations with respect to any transaction.

Trips may receive a fee from Third-Party Services that you engage with through our Services. For example, if a Creator pays any service fee or other amount to an Administrator pursuant to an Administration Agreement between those parties, Trips may share in those fees.

THIRD-PARTY SERVICES

Trips is not responsible for your use of any third-party services or decentralized blockchain networks. The Services may link or provide access (paid or unpaid) to content, software, products, platforms, applications, technology, and services operated by companies, entities, or networks other than Trips, including but not limited to digital wallet extensions and blockchain networks, protocols, and technology (“Third-Party Services”). If you choose to access, transact with, or otherwise interact with any Third-Party Services through the Services, you acknowledge and agree that you do so at your own risk, and you understand that by using the Services, you are directing the applicable company, entity, or network to make Third-Party Services available to you. You are solely responsible for your dealings with third parties and use of any Third-Party Services. When you use the Services to access Third-Party Services, these Terms and any applicable usage terms associated with the Third-Party Services will govern your use thereof. Trips does not endorse any Third-Party Services made available or marketed on or through the Services. Trips is not responsible or liable to you or others for information or services provided by any Third-Party Services or for the results obtained from using them. Trips expressly disclaims all liability related to, arising from, or in connection therewith.

TRIPS PROPERTY

We own our own content, marks, and materials. Unless otherwise indicated in writing by us, the Services and all content and other materials contained therein, including, without limitation, our logo(s) and all designs, text, graphics, pictures, information, data, software, sound files, other files and the selection and arrangement thereof (collectively, “Trips Content”) are the proprietary property of Trips, or our respective partners, affiliates, or licensors, as applicable. Notwithstanding anything to the contrary in these Terms, the Services and Trips Content may include software components provided by Trips or its affiliates or a third party that are subject to separate terms, in which case those terms shall govern such software components. All other trademarks, registered trademarks, product names, and other names or logos mentioned on the Services are the property of their respective owners and may not be copied, imitated, or used, in whole or in part, without the permission of the applicable trademark holder. Reference to any products, services, processes, or other information by name, trademark, manufacturer, supplier, or otherwise does not constitute or imply endorsement, sponsorship, or recommendation by Trips. For purposes of clarification, Trips shall be and remain the sole owner of all rights, title, and interest in and to the software and tools provided by Trips, the Website, any related promotional materials, and any other programming, script, algorithms, technology, and/or code supplied by Trips and/or its contractors and suppliers, including, without limitation, all copyright, trademark, patent, trade-secret rights, and related rights therein. Trips reserves all rights not expressly granted herein.

USER CONTENT AND FEEDBACK

You are solely responsible for your own content. If you upload, submit, post, contribute, display, showcase, or publish any artwork, data, metadata, information, Content, materials, or other content using our Services (“User Content”), including in connection with your account, you agree that you, and not Trips, have full responsibility for the User Content, including its non-infringement of third party rights, legality, reliability, accuracy, and appropriateness. User Content must comply with these Terms. We are not responsible or liable to any third party for the content, accuracy, or appropriateness of any User Content posted or displayed by you. You understand and acknowledge that any User Content that violates any of our policies may be modified, edited, or removed by Trips in its sole and absolute discretion. By making available any User Content on or through the Services, you grant to Trips a universe-wide, royalty-free license in perpetuity to crop, resize, publicly display, publicly perform, distribute, broadcast, transmit, prepare derivative works based upon, and otherwise use and exploit such User Content for purposes of operating or providing the Services and for marketing and promoting Trips and Trips’ business. Although we are not required to monitor any User Content, we may, in our sole discretion, remove User Content at any time and for any reason without notice.

We can use and incorporate your feedback without notice or compensation. In the event you choose to contact Trips and provide any feedback, comments, and/or suggestions for improvements to, or errors and issues on or with, the Services (“Feedback”), you acknowledge and agree that your contribution of Feedback does not grant you any right, title, or interest in the Services or in any such Feedback, nor does such Feedback entitle you to any compensation whatsoever. Wherever necessary, you hereby assign to Trips any and all right, title, and interest (including without limitation, any patent, copyright, trademark, know-how, moral rights and any other intellectual property rights) that you may have in and to any and all Feedback.

COPYRIGHT INFRINGEMENT AND DMCA POLICY

If you believe that any user-generated content or other material made available through the Services violates your copyright, please submit a notification in accordance with the Digital Millennium Copyright Act (“DMCA”), 17 U.S.C. § 512 to Trips’ DMCA Agent identified below. Trips will respond to all such notices in accordance with the DMCA. In the case of a user who may infringe or repeatedly infringes the copyrights or other intellectual property rights of Trips or any other party, we may, in our discretion, terminate or deny access to and use of the Services. In the case of such termination, Trips will have no obligation to provide a refund of any amounts previously paid to Trips, if any, or to make any other payments whatsoever.

Trips Operations
Attn: Chief of Staff
954 Lexington Avenue, No. 313
New York, NY 10021

929-352-4019

admin@tripsip.io

Trips will respond to all such notices in accordance with the DMCA. In the case of a visitor who may infringe or repeatedly infringes the copyrights or other intellectual property rights of Trips or any other party, we may, in our discretion, terminate or deny access to and use of the Services. In the case of such termination, Trips will have no obligation to provide a refund of any amounts previously paid to Trips, if any.

If you believe that your material has been removed in error in response to a copyright notification, you may submit a counter notification to our designated agent with the following written information: (a) a physical or electronic signature; (b) 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; (c) a statement under penalty of perjury that you have a good faith belief that the material was removed or disabled as a result of mistake or misidentification of the material to be removed or disabled; and (d) Your name, address, and telephone number, and a statement that you consent to the jurisdiction of the Federal District Court for the judicial district in which the address is located, or if your address is outside of the U.S., for any judicial district in which Trips may be found, and that you will accept service of process from the person who provided notification under subsection (c)(1)(C) or an agent of such person. We will respond to counter notifications in accordance with the DMCA.

REPRESENTATIONS AND WARRANTIES

By accessing or using our Services, you represent, warrant, and agree that:

You have all requisite capacity, power, and authority to enter into and be bound by these Terms. Without limiting the generality of the foregoing: (a) You have all rights, licenses, consents, permissions, authorizations, approvals, and releases necessary to enter into this agreement and authorize Trips to perform the Services and grant the rights granted herein; (b) the rights granted herein are owned or controlled solely by you; (c) you are over the age of majority (or else will have your parent or legal guardian sign this agreement on your behalf); (d) if an agent enters into this agreement on your behalf, then, by signing, the agent represents and warrants that it has the right and authority to sign on your behalf and bind you to the terms hereof and agrees to defend, indemnify, and hold harmless the Trips Parties from any claims or damages arising from a breach of such representation and warranty.

Your use of the Services does not violate the rights of any third party or any applicable agreement or law. These Terms do not, and the performance of your obligations under these Terms and your creating, listing, bidding on, buying, selling, transferring, or otherwise transacting with any digital assets, will not: (a) if you are an entity, conflict with or violate any of the charter documents of such entity or any resolution adopted by its equity holders or other persons having governance authority over the entity; (b) contravene, conflict with, or violate any right of any third party or any applicable legal requirement to which you or any of the assets owned or used by you, is subject, including any Third-Party Terms; (c) result in any breach of or constitute a default (or an event that with notice or lapse of time or both would become a default) under any material contract or agreement to which you are a party, permit held by you, or legal requirement applicable to you; or (d) otherwise give rise to any third-party claims or cause Trips to incur any additional fees.

You have not failed to comply with, and have not violated, any applicable legal requirement relating to any blockchain technologies, transactions involving tokens, or minting of NFTs. No investigation or review by any governmental entity is pending or, to your knowledge, has been threatened against or with respect to you, nor does any government order or action prohibit you or any of your representatives from engaging in or continuing any conduct, activity, or practice relating to the Services.

EXPORT CONTROLS AND SANCTIONS

You acknowledge and understand that the Services may be subject to U.S. and other export control and sanctions laws and regulations, including, without limitation, the Export Administration Regulations and other regulations, rules, and executive orders administered by the Office of Foreign Assets Control of the U.S. Department of the Treasury (“OFAC”) the United Nations Security Council (“UNSC”), Her Majesty’s Treasury (“HMT”), the European Union or any of its member states, or other relevant sanctions authority, as applicable (collectively, the “Export Controls and Sanctions Laws”).

You represent that you are not a Sanctioned Person (as defined below) and agree not to take any action that will cause anyone, including, without limitation, Trips, to be in violation of any applicable Export Controls and Sanctions Laws. For purposes of these Terms, “Sanctioned Person” means any government, country, corporation, or other entity, group, or individual with whom or which Export Controls and Sanctions Laws prohibit or restrict a person or entity in the U.S. or your jurisdiction of residence from engaging in transactions, and includes, without limitation, any individual, corporation, or other entity that (a) appears on OFAC’s Specially Designated Nationals and Blocked Persons List or other lists maintained by OFAC, UNSC, HMT, the European Union or any of its member states, or other relevant sanctions authority or the U.S. Department of Commerce or similar entity, as each such list may be amended from time to time, or (b) is currently the subject or the target of any comprehensive sanctions laws and regulations.

PROHIBITIONS AND RESTRICTIONS

You agree that you will NOT use the Services to do or attempt to do any of the following:

Infringe upon the intellectual property or other rights of any person or entity
Violate applicable laws, rules, regulations, or terms
Use any trademarks, logos, or proprietary information contained on the Services except as expressly provided herein
Reverse engineer or access non-public areas or systems
Circumvent technological measures to protect the Services or any content
Interfere with the operation of the Services
Collect any third party’s personal information without their consent
Impersonate or misrepresent an affiliation with any person or entity
Facilitate or engage in any fraudulent, deceptive, or manipulative trading activities of digital assets
Engage in offensive, violent, hateful, discriminatory, or dangerous behavior
Provide the Services to any third party
Attempt to do any of the acts described in this section
Encourage, assist, permit, or enable any person to engage in any of the foregoing

WARRANTY DISCLAIMER

THE SERVICES AND ALL MATERIALS, INFORMATION, DATA, AND CONTENT AVAILABLE ON OR THROUGH THE SERVICES ARE PROVIDED “AS IS” AND ON AN “AS AVAILABLE” BASIS. EXCEPT AS EXPRESSLY SET FORTH IN THESE TERMS, TRIPS MAKES NO REPRESENTATION OR WARRANTY OF ANY KIND IN CONNECTION WITH THE SERVICES, INCLUDING THE THIRD-PARTY SERVICES AND ANY INFORMATION, DATA, CONTENT, OR MATERIALS PROVIDED OR MADE AVAILABLE BY TRIPS. NONE OF THE TRIPS PARTIES REPRESENT OR WARRANT THAT (A) THE USE OF ANY OF THE SERVICES WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS, WILL BE SECURE, TIMELY, UNINTERRUPTED, OR ERROR-FREE, WILL BE AVAILABLE WHEN YOU DESIRE TO UTILIZE THE SERVICES, OR OPERATE IN COMBINATION WITH ANY OTHER HARDWARE, SOFTWARE, SYSTEM, OR DATA, (B) ANY STORED DATA WILL BE ACCURATE, SECURE, RELIABLE, OR FREE OF ERRORS OR (C) ERRORS OR DEFECTS WILL BE CORRECTED. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE TRIPS PARTIES DISCLAIM ALL REPRESENTATIONS, WARRANTIES, PROMISES, OR GUARANTEES OF ANY KIND WHATSOEVER AS TO THE SERVICES OR THIRD PARTY SERVICES, WHETHER EXPRESS OR IMPLIED, STATUTORY, OR OTHERWISE.

WE ARE NOT RESPONSIBLE FOR ANY DAMAGE THAT MAY RESULT FROM THE SERVICES OR YOUR DEALING WITH ANY OTHER SERVICE USER OR THIRD PARTY. YOU UNDERSTAND AND AGREE THAT YOU USE ANY PORTION OF THE SERVICES AT YOUR OWN DISCRETION AND RISK, AND THAT WE ARE NOT RESPONSIBLE FOR ANY DAMAGE TO YOUR PROPERTY (INCLUDING YOUR COMPUTER SYSTEM OR MOBILE DEVICE USED IN CONNECTION WITH THE WEBSITE OR SERVICES) OR ANY LOSS OF DATA, INCLUDING DIGITAL ASSETS, OR OTHER RIGHTS, TITLE, OR INTERESTS INCLUDING, WITHOUT LIMITATION, ANY INTELLECTUAL PROPERTY RIGHTS.

TRIPS MAKES NO WARRANTY OR REPRESENTATION AS TO ANY CREATOR’S OR CAPITAL PROVIDER’S COMPLIANCE WITH ANY LAW, RULE, OR REGULATION. YOU UNDERSTAND AND AGREE THAT YOU, AND NOT TRIPS, BEAR THE RISK FOR ANY LOSSES THAT DERIVE FROM THE ILLEGALITY OR NONCOMPLIANCE OF ANY ACT OR OMISSION BY A CREATOR OR CAPITAL PROVIDER WITH WHOM YOU ENGAGE, TRANSACT, OR ENTER INTO ANY AGREEMENT.

THE LIMITATIONS, EXCLUSIONS, AND DISCLAIMERS IN THIS SECTION APPLY TO THE FULLEST EXTENT PERMITTED BY LAW.

Trips does not disclaim any warranty or other right that Trips is prohibited from disclaiming under applicable law.

ASSUMPTION OF RISK

Some elements of the Services may require you to interact with certain blockchain protocols and technology. You understand, acknowledge, and knowingly and voluntarily assume all blockchain-related risks. Without limiting the generality of the foregoing, by participating in the Services, you acknowledge and accept that: (a) transacting on a blockchain, including, without limitation, using any Digital Asset Storage or signing or effectuating transactions through the Services using a digital wallet, contains inherent risk. Such risks include but are not limited to: (i) risk of sudden asset price changes; (ii) risk of smart contract failure or exploit; (iii) risk of hardware, software, or connectivity failure; (iv) risk of malicious software; (v) risks of unauthorized access to your digital wallet or Digital Asset Storage; (vi) risk that you will no longer successfully retain ownership of or access to digital assets or associated Content; (vii) risk that any data or any Content becomes unavailable or decoupled from the digital asset, including, without limitation, because of an outage, data loss, or pursuant to a valid Digital Millennium Copyright Act takedown procedure; (viii) risk from regulatory inquiries, regulatory actions, legislation, or court rulings; and/or (ix) risks, bugs, malfunctions, cyberattacks, or changes to a blockchain network (e.g., forks) or related technologies that disrupt or result in a total loss of digital assets, their market value, or digital funds; and (b) the minting, sale, and transfer of digital assets utilizing the Services may be facilitated and run by numerous third parties including, without limitation, digital wallet providers and one or more public peer-to-peer networks including, without limitation, the Ethereum network or other blockchain network. None of these are under the control or influence of Trips. Trips shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with any third party, including, without limitation, lost, late, incomplete, damaged, delayed, inaccurate, stolen, misdirected, undelivered, or garbled digital assets, or for errors or difficulties of any kind related thereto, whether human, mechanical, electronic, computer, network, typographical, or otherwise. Transactions are publicly visible on the Ethereum or other applicable blockchain when made.

You expressly agree that the release and waiver of liability contained herein is intended to be as broad and as inclusive as is permitted by applicable law and that if any portion hereof is held invalid, it is agreed that the balance shall, notwithstanding, continue in full legal force and effect.

LIMITATION OF LIABILITY

TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT SHALL ANY TRIPS PARTY BE LIABLE TO YOU FOR ANY LOSS, DAMAGE, OR INJURY OF ANY KIND INCLUDING, WITHOUT LIMITATION, ANY INDIRECT, SPECIAL, INCIDENTAL, EXEMPLARY, CONSEQUENTIAL, OR PUNITIVE LOSSES OR DAMAGES, OR DAMAGES FOR SYSTEM FAILURE OR MALFUNCTION OR LOSS OF PROFITS, DATA, USE, BUSINESS, OR GOOD-WILL OR OTHER INTANGIBLE LOSSES, ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR THE SERVICES. IN NO EVENT WILL THE TRIPS PARTIES’ CUMULATIVE DIRECT AND INDIRECT LIABILITY TO YOU OR ANY OTHER PERSON OR ENTITY, FROM ALL CAUSES OF ACTION AND ALL THEORIES OF LIABILITY, EXCEED ONE THOUSAND DOLLARS ($1,000.00). UNDER NO CIRCUMSTANCES SHALL ANY TRIPS PARTY BE REQUIRED TO DELIVER TO YOU ANY VIRTUAL CURRENCY, CRYPTOCURRENCY, OR DIGITAL ASSETS AS DAMAGES, MAKE SPECIFIC PERFORMANCE, OR ANY OTHER REMEDY. IF YOU WOULD BASE YOUR CALCULATIONS OF DAMAGES IN ANY WAY ON THE VALUE OF VIRTUAL CURRENCY, CRYPTOCURRENCY, OR DIGITAL ASSETS, YOU AND WE AGREE THAT THE CALCULATION SHALL BE BASED ON THE LOWEST VALUE OF THE VIRTUAL CURRENCY, CRYPTOCURRENCY, OR DIGITAL ASSET DURING THE PERIOD BETWEEN THE INITIAL INCIDENT RESULTING IN THE ACCRUAL OF THE CLAIM AND THE AWARD OF DAMAGES.

THIS LIMITATION OF LIABILITY IS INTENDED TO APPLY WITHOUT REGARD TO WHETHER OTHER PROVISIONS OF THESE TERMS HAVE BEEN BREACHED OR HAVE PROVEN INEFFECTIVE. THE LIMITATIONS SET FORTH IN THIS SECTION SHALL APPLY REGARDLESS OF THE FORM OF ACTION, WHETHER THE ASSERTED LIABILITY OR DAMAGES ARE BASED ON CONTRACT, INDEMNIFICATION, TORT, STRICT LIABILITY, STATUTE, OR ANY OTHER LEGAL OR EQUITABLE THEORY AND WHETHER OR NOT THE TRIPS PARTIES HAVE BEEN INFORMED OF THE POSSIBILITY OF ANY SUCH DAMAGE.

SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF CERTAIN WARRANTIES AND LIABILITIES PROVIDED IN THIS SECTION, SO SOME OF THE ABOVE LIMITATIONS AND DISCLAIMERS MAY NOT APPLY TO YOU. TO THE EXTENT APPLICABLE LAW DOES NOT PERMIT TRIPS PARTIES TO DISCLAIM CERTAIN WARRANTIES OR LIMIT CERTAIN LIABILITIES, THE EXTENT OF TRIPS PARTIES’ LIABILITY AND THE SCOPE OF ANY SUCH WARRANTIES WILL BE AS PERMITTED UNDER APPLICABLE LAW.

EACH PROVISION OF THESE TERMS THAT PROVIDES FOR A LIMITATION OF LIABILITY, DISCLAIMER OF WARRANTIES, OR EXCLUSION OF DAMAGES IS INTENDED TO AND DOES ALLOCATE THE RISKS BETWEEN THE PARTIES UNDER THESE TERMS. THIS ALLOCATION IS AN ESSENTIAL ELEMENT OF THE BASIS OF THE BARGAIN BETWEEN THE PARTIES. EACH OF THESE PROVISIONS IS SEVERABLE AND INDEPENDENT OF ALL OTHER PROVISIONS OF THESE TERMS. THE LIMITATIONS IN THIS SECTION WILL APPLY EVEN IF ANY LIMITED REMEDY FAILS OF ITS ESSENTIAL PURPOSE.

INDEMNIFICATION

You will indemnify the Trips Parties for your use of the Services and your violations of any law or any rights of any third party. To the fullest extent permitted by applicable law, you agree to indemnify, defend, and hold harmless the Trips Parties from and against all actual or alleged 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 or associated with 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”) that are caused by, arise out of, or are related to: (a) your use or misuse of the Services or any blockchain technology; (b) your breach or non-performance of any representation, warranty, covenant, agreement, or obligation in these Terms; (c) your violation of any law, regulatory requirement, judgment, order, or decree; (d) your violation of any right of any third party, including any intellectual property right or publicity, confidentiality, other property, privacy, or contractual right; (e) any dispute, issue, interaction, exchange, or agreement between you and any third party.

BREACH AND TERMINATION

If you breach these Terms, or any of our other terms that apply to you, we may take action against you, including, among other things, suspending or denying your account access to our Services or removing any of your Content from our Services, and you acknowledge and agree that Trips shall have no further obligation or responsibility to you including, without limitation, to distribute any royalties or other payments to you.

RESOLUTION OF DISPUTES; AGREEMENT TO ARBITRATE

PLEASE READ THIS SECTION CAREFULLY – IT MAY SIGNIFICANTLY AFFECT YOUR LEGAL RIGHTS, INCLUDING YOUR RIGHT TO FILE A LAWSUIT IN COURT AND TO HAVE A JURY HEAR YOUR CLAIMS. IT CONTAINS PROCEDURES FOR MANDATORY BINDING ARBITRATION AND A CLASS ACTION WAIVER.

We will attempt to resolve Disputes in good faith. Prior to commencing any legal proceeding of any kind against Trips, including an arbitration as set forth below, you agree that you will attempt to resolve any dispute, claim, controversy, or cause of action between us arising out of or relating to these Terms or the Services (each, a “Dispute”) by engaging in good faith negotiations. Such good faith negotiations require, at a minimum, that the aggrieved party provide a written notice to the other party specifying the nature and details of the Dispute. The party receiving such notice shall have (30) days to respond to the notice. Within sixty (60) days after the aggrieved party sent the initial notice, the parties shall meet and confer in good faith by videoconference or by telephone to try to resolve the Dispute. If the parties are unable to resolve the Dispute within ninety (90) days after the aggrieved party sent the initial notice, the parties may agree to mediate their Dispute, or either party may submit the Dispute to arbitration as set forth below.

New York law governs these Terms, and Disputes will be resolved in New York City. These Terms are governed by and construed in accordance with the internal laws of the State of New York without giving effect to any choice or conflict of law provision or rule that would require or permit the application of the laws of any jurisdiction other than those of the State of New York. Any legal suit, action, or proceeding arising out of or related, either directly or indirectly, to these Terms or the Services will be instituted exclusively in the federal courts of the United States or the courts of the State of New York, in each case located in the city and County of New York, and each party irrevocably submits to the exclusive jurisdiction of such courts in any such suit, action, or proceeding.

You and we expressly waive a trial by jury. Except as provided below, you and we agree that any Dispute that cannot be resolved through the procedures set forth above will be resolved through binding arbitration on an individual basis. Class actions and class arbitrations are not allowed.

You may bring a claim only on behalf of yourself and cannot seek relief that would affect other users of our Services. If there is a final judicial ruling that any particular Dispute (or a request for particular relief) cannot be arbitrated in accordance with these Terms, then only that particular Dispute or request for relief may be brought in court. All other Disputes (or requests for relief) remain subject to this provision. Questions of arbitrability—i.e., whether a particular claim is subject to arbitration—shall be resolved in arbitration. Instead of commencing an arbitration, you or we may also bring claims in your local “small claims” court if the rules applicable to that court allow it. Otherwise, the claims must be resolved by binding, individual arbitration.

Arbitration will be governed by the rules identified herein. All Disputes between the parties arising hereunder shall be resolved by arbitration conducted by JAMS in New York, New York, before a single retired judge or professional arbitrator with relevant subject-matter experience in accordance with the then-current JAMS Streamlined Arbitration Rules and Procedures, and judgment upon any arbitral award may be entered by any court having jurisdiction thereof. If no single arbitrator can be agreed upon by the parties, the arbitrator shall be selected in accordance with the rules of JAMS. The arbitrator’s decision in any such arbitration shall be final and binding upon the parties; and the arbitrator shall be empowered to order specific performance and injunctive relief. The costs and fees of arbitration shall be allocated in accordance with the arbitration provider’s rules, including rules regarding frivolous or improper claims. The arbitration will be governed by the Federal Arbitration Act. The prevailing party will be entitled to an award of their reasonable attorney’s fees and costs.

Arbitration proceedings are confidential. Except as may be required by law, the parties shall preserve the confidentiality of all aspects of the arbitration, and shall not disclose to a third party (other than disclosure to the affiliates of a party on a need-to-know basis and such affiliates are informed of the confidential nature of such information and are instructed to keep such information confidential), all information made known and documents produced in the arbitration not otherwise in the public domain, all evidence and materials created for the purpose of the arbitration, and all awards arising from the arbitration, except, and to the extent that disclosure is required by law or regulation, is required to protect or pursue a legal right or is required to enforce or challenge an award in legal proceedings before a court or other competent judicial authority.

You can opt out of arbitration. You can opt out of this arbitration agreement within thirty (30) days of the date you agreed to these Terms. To opt out, you must send an email to us at admin@tripsip.io with your full name and email address and a clear statement that you want to opt out of this arbitration agreement (such notice, an “Arbitration Opt-out Notice”). If you do not provide us with an Arbitration Opt-out Notice within the thirty (30) day period noted above, you will be deemed to have knowingly and intentionally waived your right to litigate any Dispute.

You may only initiate a cause of action against Trips within one year of the occurrence giving rise to such claim. Regardless of any statute or law to the contrary, any Dispute arising out of or relating, either directly or indirectly, to these Terms or the Services must be filed within one (1) year after such claim or cause of action arose, or will be forever barred.

MISCELLANEOUS

These Terms are severable. Should any portion of these Terms be rendered void, invalid, or unenforceable by any court of competent jurisdiction, the remaining provisions shall nevertheless be binding upon the parties.

These Terms survive expiration or termination of this agreement. Any provision of these Terms that by its nature would extend beyond its expiration or termination shall remain in effect in perpetuity or until fulfilled.

This is the entire agreement between the parties. These Terms constitute the sole and entire agreement of the parties with respect to the subject matter of these Terms and supersedes all prior and contemporaneous understandings, agreements, and representations and warranties, both written and oral, with respect to such subject matter.

We may amend or clarify these Terms. We reserve the right to clarify or amend these Terms by publicly publishing an updated version of them to the Website or any successor website. You acknowledge and agree that in the event we clarify or amend these terms, your use or continued use of or access to the Services will be contingent upon your agreement to the updated Terms.

Only Trips may assign this agreement. These Terms will be binding on and inure to the benefit of the parties and (as applicable) their respective successors, heirs, executors, legal representatives, affiliates, and authorized assigns. You may not, directly or indirectly, assign all or part of your rights or obligations under these Terms to any other person or entity without first obtaining the written permission of Trips. Any purported assignment without Trips’ prior written approval shall be null and void.

CONTACT INFORMATION

You may contact us at any time. If you have any questions, would like to provide feedback, or would like more information about Trips, please feel free to email us at support@tripsip.io.