Terms of service

Terms of service

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  • Terms of service

Tropix Terms of service

Last Updated: July 3rd, 2021

Welcome

Welcome to Tropix! Tropix is a decentralized application and digital art marketplace operating on the Ethereum blockchain. The Tropix Platform uses specially-developed smart contracts that enable Artists to sell their digital creations to Collectors on a peer- to-peer digital marketplace. Collectors may trade, transfer, sell, or proudly display their collected Tropix pieces on the Tropix Platform.

These Terms Set Forth a Legally Binding Agreement

Please read these Terms of Use (“Terms”, “Terms of Use”, or “Agreement”) very carefully. This Agreement is between you (the “User(s),” “Artist(s),” “Collector(s),” “Owner(s),” and collectively with others using the Site - “Users”) and Tropix, Inc., a company operating the Tropix platform and organized under the laws of the State of Delaware (“Tropix,” “the Company”, “we”, “our” or “us” and together with you, the “Parties”).  These Terms govern your use of the website located at Tropix.co (the “Site”), and all related tools, mobile applications, web applications, decentralized applications, smart contracts and APIs located at any of Tropix’s websites, including without limitation, successor website(s) or application(s) thereto (the “Platform”).

THESE TERMS SET FORTH THE LEGALLY BINDING TERMS AND CONDITIONS THAT GOVERN YOUR USE OF THE SITE OR PLATFORM.  BY ACCESSING OR USING THE SITE, SERVICES, OR SMART CONTRACTS YOU ARE ACCEPTING THESE TERMS (ON BEHALF OF YOURSELF OR THE ENTITY THAT YOU REPRESENT), AND YOU REPRESENT AND WARRANT THAT YOU HAVE THE RIGHT, AUTHORITY, AND CAPACITY TO ENTER INTO THESE TERMS (ON BEHALF OF YOURSELF OR THE ENTITY THAT YOU REPRESENT).  IF YOU DO NOT AGREE WITH ALL OF THE PROVISIONS OF THESE TERMS, YOU ARE PROHIBITED FROM ACCESSING, USING, OR TRANSACTING ON THE SITE OR PLATFORM.  YOU FURTHER REPRESENT AND WARRANT THAT YOU ARE OTHERWISE LEGALLY PERMITTED TO USE THE SERVICES IN YOUR JURISDICTION AND THAT THE COMPANY IS NOT LIABLE FOR YOUR COMPLIANCE WITH SUCH APPLICABLE LAWS.

Privacy Policy

Our Privacy Policy found here describes the ways we collect, use, store and disclose your personal information, and is hereby incorporated by this reference into these Terms. You agree to the collection, use, storage, and disclosure of your data in accordance with our Privacy Policy.

The Platform

Accessing the Platform through Coinbase Commerce

To access the Platform, TROPIX integrates with COINBASE COMMERCE to create and maintain your own custodial wallet. For COINBASE COMMERCE’s Terms of Service, please visit them atCoinbase Commerce's Terms of Service.

Transactions Are Recorded on the Public Ethereum Blockchain

Transactions that take place on the Platform are managed and confirmed via the Ethereum blockchain. The User understands that your Ethereum public address will be made publicly visible whenever you engage in a transaction on the Platform. We will not be liable for the acts or omissions of any such third parties, nor will we be liable for any damage that you may suffer as a result of your transactions or any other interaction with any such third parties.

The Platform Is Property of Tropix

You acknowledge and agree that we (or, as applicable, our licensors) own all legal right, title and interest in and to all elements of the Platform.  The graphics, design, systems, methods, information, computer code, software, services, “look and feel”, organization, compilation of the content, code, data, and all other elements of the Platform (collectively, the “Tropix Materials”) are owned by Tropix, and are protected by copyright, trade dress, patent, and trademark laws, international conventions, other relevant intellectual property and proprietary rights, and applicable laws.  All Tropix Materials are the copyrighted property of Tropix or its licensors, and all trademarks, service marks, and trade names contained in the Tropix Materials are proprietary to Tropix or its licensors. Except as expressly set forth herein, your use of the Platform does not grant you ownership of or any other rights with respect to any content, code, data, or other materials that you may access on or through the Platform. We reserve all rights in and to the Tropix Materials not expressly granted to you in the Terms.

Tropix May Use and Share All User Feedback

You may choose to submit comments, bug reports, ideas or other feedback about the Platform, including without limitation about how to improve the Platform (collectively, “Feedback”). By submitting any Feedback, you agree that we are free to use such Feedback at our discretion and without additional compensation to you, and to disclose such Feedback to third parties (whether on a non-confidential basis, or otherwise). You hereby grant us a perpetual, irrevocable, non-exclusive, worldwide license under all rights necessary for us to incorporate and use your Feedback for any purpose.

Tropix is a Custodial Service Provider

The Smart Contracts and the Site facilitate User collection of Tropix Items. Tropix and its affiliates, the Platform, and the Smart Contracts are the custodians of any User- owned Tropix Items.  The User understands and acknowledges that the Smart Contracts do give Tropix custody, possession, or control of any Tropix Item or cryptocurrency at any time for the purpose of facilitating Tropix Item transactions.  You affirm that you are aware and acknowledge that Tropix is a custodial service provider and has designed this Platform to be directly accessible by the Users with the assistance of Tropix and/or any third-party.

External Sites

The Platform or Site may include hyperlinks to other websites or resources (collectively, “External Sites”), which are provided solely as a convenience to our users.  We have no control over any External Sites.  You acknowledge and agree that we are not responsible for the availability of any External Sites, and that we do not endorse any advertising, products or other materials on or made available from any External Sites.  Furthermore, you acknowledge and agree that we are not liable for any loss or damage which may be incurred as a result of the availability or unavailability of the External Sites, or as a result of any reliance placed by you upon the completeness, accuracy or existence of any advertising, products or other materials on, or made available from, any External Sites.

User Account and Security

User Agrees to Provide Accurate Registration Information

The User must provide accurate and complete registration information when you create an account for the Platform. By creating an account, you agree to provide accurate, current and complete account information about yourself, and to maintain and promptly update as necessary your account information.

User is Responsible for Account Security

You are solely responsible for the security of your account and your wallet (and other Ethereum wallets and accounts).  You agree to undertake to maintain at all times adequate security and control of all of your Account details, passwords, personal identification numbers or any other codes that you use to access the Platform or the Services.  You must ensure that Account(s) registered under your name will not be used by any other person. You must notify us immediately of any breach of security, loss, theft or unauthorized use of your username, password or security information.

Tropix May Suspend Hacked Accounts

Tropix reserves the right to terminate, suspend or restrict your access to any Account(s) if there is reasonable suspicion by us that the person logged into your Account(s) is not you or if we suspect that the Account(s) have been or will be used for any illegal, fraudulent, or unauthorized purposes. Under no circumstances shall Tropix or indemnified persons in accordance with these Terms be responsible or liable for any direct or indirect losses (including loss of profits, business or opportunities), damages or costs suffered by you or any other person or entity due to any such termination, suspension or restriction of access to any Account(s).

User May Not Use the Platform for Illegal Activity

You agree to use the Platform only for purposes that are legal, proper and in accordance with these Terms and any applicable laws or regulations.  Without limitation, you may not, and may not allow any third party to:

  • (i) send, upload, distribute or disseminate any unlawful, defamatory, harassing, abusive, fraudulent, obscene, or otherwise objectionable content;

  • (ii) undertake any unlawful activity which would violate, or assist in violation of, any law, statute, ordinance, or regulation, sanctions program administered in any relevant country, 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;

  • (iii) distribute viruses, worms, defects, Trojan horses, corrupted files, hoaxes, or any other items of a destructive or deceptive nature;

  • (iv) impersonate another person (via the use of an email address or otherwise);

  • (v) upload, post, transmit or otherwise make available through the Platform any content that infringes the intellectual proprietary rights of any party;

  • (vi) operate to defraud Tropix, other users, or any other person or provide false, inaccurate or misleading information;

  • (vii) use the Platform to violate the legal rights (such as rights of privacy and publicity) of others;

  • (viii) engage in, promote, or encourage illegal activity (including, without limitation, terrorism, tax evasion or money laundering);

  • (ix) interfere with another individual’s or entity’s access to or use of the Platform; defame, abuse, extort, harass, stalk, threaten or otherwise violate or infringe the legal rights (such as, but not limited to, rights or privacy, publicity and intellectual property) of others; incite, threaten, facilitate, promote, or encourage hate, racial intolerance or violent acts against others; harvest or otherwise collect information from the Platform about others, including without limitation email addresses, without proper consent;

  • (x) exploit the Platform for any unauthorized commercial purpose;

  • (xi) modify, adapt, translate, or reverse engineer any portion of the Platform;

  • (xii) remove any copyright, trademark or other proprietary rights notices contained in or on the Platform or any part of it;

  • (xiii) reformat or frame any portion of the Platform;

  • (xiv) display any content on the Platform that contains any hate-related or violent content or contains any other material, products or services that violate or encourage conduct that would violate any criminal laws, any other applicable laws, or any third party rights;

  • (xv) use any robot, spider, site search/retrieval application, or other device to retrieve or index any portion of the Platform or the content posted on the Platform, or to collect information about its users for any unauthorized purpose;

  • (xvi) create user accounts by automated means or under false or fraudulent pretenses; or

  • (xvii) access or use the Platform for the purpose of creating a product or service that is competitive with any of our products or services.

User Must Be of Age

You affirm that you are over the age of 18, as the Platform is not intended for children under 18. IF YOU ARE 13 OR OLDER BUT UNDER THE AGE OF 18, OR THE LEGAL AGE OF MAJORITY WHERE YOU RESIDE IF THAT JURISDICTION HAS AN OLDER AGE OF MAJORITY, THEN YOU AGREE TO REVIEW THESE TERMS WITH YOUR PARENT OR GUARDIAN TO MAKE SURE THAT BOTH YOU AND YOUR PARENT OR GUARDIAN UNDERSTAND AND AGREE TO THESE TERMS.  YOU AGREE TO HAVE YOUR PARENT OR GUARDIAN REVIEW AND ACCEPT THESE TERMS ON YOUR BEHALF. IF YOU ARE A PARENT OR GUARDIAN AGREEING TO THE TERMS FOR THE BENEFIT OF A CHILD OVER 13, THEN YOU AGREE TO AND ACCEPT FULL RESPONSIBILITY FOR THAT CHILD’S USE OF THE PLATFORM, INCLUDING ALL FINANCIAL CHARGES AND LEGAL LIABILITY THAT HE OR SHE MAY INCUR.

Tropix Items

All Artwork (“Art”, “Work(s)”, “Artwork(s)”, or “Creation(s)”) on the Tropix Platform is represented by a unique cryptographic token exclusively Minted by one of Tropix’s approved Artists.  Each Tropix Item (“Item(s)”, “Token(s)”, “Non-fungible token(s)”, or “NFT(s)”) is Minted by an Artist using the Tropix Smart Contracts based on an Artist’s original Artwork.  Tropix Items are forever tracked and stored on the Ethereum blockchain, providing the Collector of a Tropix Item with a permanent record of authenticity and ownership.

Creating Tropix Items

Only Artists invited and approved by Tropix are able to use the Platform to “Mint” and sell Tropix Items.  Artwork Minted and sold on the Tropix Marketplace includes, but is not limited to: visual works, audiovisual works, animations, audio, photographs, 3D works, GIFS, and other creative digital works.

Applying to be a Tropix Artist

Artists seeking an invitation to create and list works for sale on the Tropix Platform must submit a Request. Tropix has unilateral discretion in curating its Artist Network and makes no guarantees or promises that any Artists will be approved, even if the Artist was invited by a member of the Tropix Team to submit the Request.

Artist Whitelisting and Minting

Approved Artists are “Whitelisted” and granted permission to Mint Tropix Items using one or more of our Smart Contracts.  To create a Tropix Item, Approved Artists must upload an original digital Artwork, provide information about the artwork, authenticate the work, initiate a request to a token Minting Smart Contract and – voila – the Artist has Minted a unique, cryptographic token representing a digital version of the artwork.

Artist Agrees to Mint only “Original” Works

By Minting a Tropix Item, Artists expressly represent and warrant that their Work is an original creation.  Artists are prohibited from Minting Works consisting of unlicensed or unauthorized copyrighted content, including any imagery, design, audio, video, human likeness, or other unoriginal content not created by the Artist, not authorized for use by the Artist, not in the public domain, or otherwise without a valid claim of fair use.  Artist can only mint works that they personally created and must refrain from minting works to which copyright ownership is unknown or disputed (i.e., commissioned works or “works made for hire”).

Tropix Copyright Community Guidelines

Copyright is the law of art.  As a digital art platform, we take copyright law seriously and encourage our Artists and Collectors to learn more about their rights.

Artists Must Have Authority to Mint, Display, and Sell the Work

Artist expressly represents and warrants that works Minted on the Tropix Platform contain only original artistic content otherwise authorized for use by the Artist.  To the extent a Work contains unoriginal content, including content from Works by other Tropix Artists, the Minting Artist further represents and warrants that it has permission to incorporate the unoriginal content.  Artist represents and warrants that the sale, display or performance of minted Tropix Item on the Platform is not a violation of any agreement, contract, or obligation owed to a third-party.

Artists May Be Removed from the Platform

Failure to abide by these Terms and/or the Community Guidelines may result in, without limitation, suspension or deletion of the Artist’s account, revocation of the Artist’s minting privileges and other permissions to the Tropix Smart Contracts or Platform, delisting the Artist’s items on the Site, or paying monetary damages.  Tropix has the unilateral authority and discretion to remove, suspend, or revoke Artists’ access to the Tropix Smart Contracts or any other aspect of the Platform.

Artist Indemnifies and Releases Tropix

Artist hereby agrees to indemnify Tropix and be held liable for any claim against Tropix arising out of the Artist’s breach of these Terms.  Artist hereby releases and forever discharges Tropix from any damages or causes of action resulting from a sale of any of the Artist’s listed Tropix Items occurring after the Artist’s breach of these Terms.

The Tropix Marketplace

The Tropix Platform facilitates a peer-to-peer digital art Marketplace and auction house where Artists, Collectors, and other Users can sell, purchase, list for auction, make offers, and bid on Tropix Items.  Collectors can obtain Tropix Items by making an offer accepted by the Artist, purchasing at an established List Price, or bidding on Items available in one of our revolutionary smart contract-enabled auctions.

Purchasing Tropix Items with Tropix Tokens

To engage the Platform, a User shall deposit Ethereum to Tropix in exchange for a Tropix Token(s) with a value of the Ethereum deposited initially. The Tropix Token(s) can only be used on the Platform and cannot be sold or exchanged outside the Tropix Platform as it is a native credit. Users will be able to exchange their Tropix Token(s) back to Ethereum valued at the time of the return exchange transaction. The cost of the Gas required to execute this transaction will be deducted from the Ethereum returned to the User.

Making Offers on Tropix Items

Users can make offers on all listed Tropix Items through the Site.  Offers on the Tropix Marketplace are legally binding, revocable offers to purchase the Item capable of immediate acceptance by the Owner of the Item.  By making an offer, the Collector agrees to temporarily send and lose control over an amount of offered Tropix Tokens to a Smart Contract.  The Smart Contract is configured to hold the offered ETH until either the offer is accepted by the Owner of the Item, a higher offer is received, or the offer is revoked.  The Owner of the Item has the unilateral authority to accept the bid.

Tropix Marketplace Prices & Fees

Every transaction on the Tropix Marketplace is subject to Fees collected to support the Artists and the Tropix Platform.  Tropix collects a 5% Marketplace Fee in addition to the Sales Price for every Sale of a Tropix Item on the Marketplace.

The amount of Fees for the sale of a Tropix Item also depends on whether the transaction involves the Tropix Item’s first sale (“Primary Sale”) or a subsequent sale in the secondary market (“Secondary Market Sale”).  All Fees are collected and distributed at the time of the purchase of a Tropix Item by operation of the Smart Contracts.

Secondary Market Sale

  • At sign up and the minting process, Artists will select their Royalty percentage (up to 20%) and will have their Items will have to display these royalty percentages for future secondary market sales.

  • The percentage the Artist initially selects will be based on the total Sale Price for Secondary Market Sales paid by the Collector who sells the Tropix Item.

  • The Royalty is deducted from the total Sale Price at the time of the purchase by operation of the Smart Contracts. For example, a Collector selling a Tropix Item for 1 ETH on the Secondary Market will receive only 0.90 ETH, with the Artist of the Tropix Item receiving the remaining 0.10 ETH as a Royalty.

Users Agree to the Automated Collection and Disbursement of Fees by the Smart Contracts

The User agrees and understands that all fees, commissions, and royalties are transferred, processed, or initiated directly through one or more of the Smart Contracts on the Ethereum blockchain network.  By transacting on the platform and by using the Smart Contracts, the User hereby acknowledges, consents to, and accepts all automated fees, commissions, and royalties for the sale of Items on the Tropix Platform.  The User hereby consents to and agrees to be bound by the Smart Contracts’ execution and distribution of the fees, commissions, and royalties.    Users hereby waive any entitlement to royalties, commissions, or fees paid to another by operation of the Smart Contracts.

Users Consent to Automated Royalties to Artists

The User consents to the automated collection and disbursement to Artists of royalties for Secondary Market sales of Tropix Items.  The User hereby waives any first sale defense or argument with respect to Secondary Market activities resulting in a royalty to a Tropix Artist.

Tropix Makes No Representations on Price or Value

Users acknowledge and consent to the risk that the price of an Item purchased on the Tropix marketplace may have been influenced by User activity outside of the control of Tropix or the Tropix Platform. Tropix does not represent, guarantee, or warrant the accuracy or fairness of the price of any Tropix Item sold or offered for sale on or off of the Marketplace.  The User agrees and acknowledges that Tropix is not a fiduciary nor owes any duties to any User of the platform, including the duty to ensure fair pricing of Tropix Items or to police User behavior on the Marketplace.

Off Market Transactions

Tropix does not generally collect any fees, commissions, or royalties for transactions occurring outside of the Tropix Marketplace and not involving the Tropix Smart Contracts.  Conducting Off Market Transactions, the User irrevocably releases, acquits, and forever discharges Tropix and its subsidiaries, affiliates, officers, and successors of any liability for royalties, fines, or fees not received by the User from any off-market transaction.

Gas

All User transactions on the Tropix Platform, including without limitation Minting, tokenizing, bidding, listing, offering, purchasing, or confirming, are facilitated by Smart Contracts existing on the Ethereum network.  The Ethereum network requires the payment of a transaction fee (a “Gas fee”) for every transaction that occurs on the Ethereum network, and thus every transaction occurring on the Tropix Platform.  The value of the Gas Fee changes, often unpredictably, and is entirely outside of the control of Tropix or the Tropix Platform.  The User acknowledges that under no circumstances will a contract, agreement, offer, sale, bid, or other transaction on the Platform be invalidated, revocable, retractable, or otherwise unenforceable on the basis that the Gas Fee for the given transaction was unknown, too high, or otherwise unacceptable to a User. Users also acknowledge and agree that gas is non-refundable under all circumstances.

Taxes

Users are responsible to pay 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 Platform (including, without limitation, any taxes that may become payable as the result of your ownership, transfer, purchase, sale, or creation of any artworks).

Tropix Auctions

No art marketplace would be complete without an auction house, which is why Tropix has expanded upon its core set of smart contracts to introduce Auctions. But delivering the excitement of a live, peer-to-peer digital auction within a smart contract-enabled art marketplace introduces certain risks for auction participants. Tropix is steadily progressing the decentralization of art through these new market mechanics, but not without ensuring that its Users understand, acknowledge, and accept the risks of participating in Auctions.

Scheduled Auctions

In a Scheduled Auction, the Owner establishes a specific start and end time for an Auction for an artwork to go live. Owners may optionally include a Starting Price. As long as the Starting Price is met by an Auction Participant, the work will be sold. Works without a Starting Price will be sold to the highest bidder, no matter what the bid is. A Scheduled Auction may be cancelled prior to the start of the auction, i.e. when it is counting down to kick off. After the auction begins, it cannot be stopped, cancelled, or undone. Owners that initiate Scheduled Auctions should be prepared to sell their works at the Starting Price, or at any price if no Starting Price is established.

Reserve Auctions

In a Reserve Auction, an Auction for an artwork is configured to automatically go live once a bid is received equal or greater to a public Reserve Price established by the Owner. Once the Reserve Price is met, the Auction is instantiated and configured to last for approximately 24-hours. The work goes to the highest bidder at the end of the Auction. In a Reserve Auction, an Auction for an artwork is configured to automatically go live once a bid is received equal or greater to a public Reserve Price established by the Owner. Once the Reserve Price is met, the Auction is instantiated and configured to last for approximately 24-hours. The work goes to the highest bidder at the end of the Auction.

Timing of Auctions

Once initiated, both Scheduled and Reserve Auctions last for a discrete window of time (between 1 hour and up to 7 days for Scheduled Auctions and approximately 24 hours for Reserve Auctions). If a bid is placed within the last 15 minutes of an Auction, the auction time is extended by 15 minutes from the time of the bid in order to accommodate last minute bids.

Timed Auction Features May Be Subject to Error

Timing is not such a simple or exact thing on the blockchain. Auction timers are not exact and only represent an approximate as to the start or end time remaining for a particular Auction. Participants should get their bids in as early as possible to ensure that they are processed by the Auction smart contract before the close of the Auction.

Marketplace Transactions are Executed by Smart Contracts

To initiate a transaction on the Tropix Marketplace, a User must voluntarily invoke one or more Smart Contract operations from an Ethereum Wallet. All transactions on the Tropix Marketplace, including but not limited to transfers, offers, bids, listings, sales, or purchases of Tropix Items are initiated though one or more Smart Contracts at the sole discretion and at the complete risk of the Users.  The Smart Contracts are configured to facilitate the execution of a voluntary User offer, an acceptance of an offer, or other confirmation to purchase, sell, bid on, list, or transfer a Tropix Item.  The User acknowledges the risk of Smart Contracts and agrees to be bound by the outcome of any Smart Contract operation by invoking, calling, requesting, or otherwise engaging with the Smart Contract, whether or not the Smart Contract behaves as the User expects.

User Acknowledges the Risk of Smart Contracts and Blockchain Technology

Tropix Marketplace transactions, including but not limited to primary sales, secondary market sales, listings, offers, bids, acceptances, and other operations through the Site utilize experimental smart contract and blockchain technology, including non-fungible tokens, cryptocurrencies, consensus algorithms, and decentralized or peer-to-peer networks and systems. Users acknowledge and agree that such technologies are experimental, speculative, and inherently risky. Users acknowledge and agree that the Tropix smart contracts may be subject to bugs, malfunctions, timing errors, hacking and theft, or changes to the protocol rules of the Ethereum blockchain (i.e., "forks"), which can adversely affect the smart contracts and may expose you to a risk of total loss, forfeiture of your digital currency or Tropix Items, or lost opportunities to buy or sell Tropix Items. Tropix assumes no liability or responsibility for any such smart contract or related failures, risks, or uncertainties.

Users Assume the Risk of Interacting with on Smart Contracts

Users hereby acknowledge and assume the risk of initiating, interacting with, participating in Marketplace or Auction transactions and take full responsibility and liability for the outcome of any transaction they initiate, whether or not the smart contracts, the Tropix Site, or other market participants behave as expected or intended. Users hereby represent that they are knowledgeable, experienced and sophisticated in using blockchain technology, the Tropix site, and in initiating Ethereum-based transactions.

No Attacking or Interfering with the Smart Contracts

Users are forbidden from engaging in any attack, hack, denial-of-service attack, interference, or exploit of any Tropix smart contract. Operations performed by a User that are technically permitted by a Tropix smart contract may nevertheless be a violation of our Terms of Service and the law.

Tropix Makes No Representations or Warranties

Tropix makes no representations or warranties, express or implied, written or oral, made by or on behalf of Tropix in connection therewith, including any representations or warranties of title, non-infringement, functionality, merchantability, usage, security, suitability or fitness for any particular purpose, workmanship or technical quality of any Tropix Item or work, smart contract code, or software.

Tropix is Not Liable for the Outcome of Any Marketplace Transaction

Tropix shall not be liable to you for contract, tort, or any other types of damages, including indirect, special, incidental, consequential, punitive or exemplary damages arising out of or related to participation in or the outcome of a Marketplace transaction, whether or not Tropix has been advised or knew of the possibility of such damages. Tropix's liability for damages under this Agreement shall in all cases be limited to, and under no circumstances shall exceed, the amount of proceeds actually received by Tropix arising out of the damage after deducting all costs, fees and liabilities incurred by or on behalf of Tropix.

Tropix May Modify these Terms and the Smart Contracts

Tropix reserves, the right, in its sole and absolute discretion, to amend, modify, alter or supplement these Terms and the smart contracts accessible through the Tropix Site from time to time.

The Marketplace Smart Contracts Are Not Controlled By Tropix

All Marketplace transactions are executed by one or more Smart Contracts processed on the Ethereum Virtual Machine and not under any direct control by Tropix or any other third party. The User acknowledges and agrees that Tropix is not a party to any agreement or transaction between any Users involving the purchase, offer, sale, auction, or transfer of Tropix Items, whether or not a commission or fee is received by Tropix as a consequence of the transaction. Items listed for sale on the Tropix Marketplace are not offered on consignment or held in trust on behalf of any Artist, Collector, Owner, or User.  Tropix reserves the right to execute Smart Contract transactions on the Tropix Marketplace as a collector of Tropix items.

Marketplace Conduct

The Tropix Marketplace is a transparent and open digital art Marketplace that depends on the honest participation of all Users.

Users are Prohibited from Manipulating Market Prices

Users are expressly forbidden from accepting, soliciting, offering, bidding, engaging with the Smart Contracts, or otherwise transacting on or off of the Tropix Platform with the intent to artificially devalue, inflate, or otherwise deceptively influence, misrepresent, or cause to be misrepresented the price a Tropix Item, groups of Tropix Items, or Tropix Items created by particular Artists.

Users are Prohibited from Bidding on, Making Offers on, or Purchasing Their Own Works

Tropix Artists, Owners, and Collectors are expressly forbidden from bidding, purchasing, or making offers on their own listed or offered Tropix Items, especially for the purpose of artificially influencing the price of the listed Item(s).

Users are Prohibited from Anticompetitive Conduct

Users are generally forbidden from engaging any deceptive conduct that may prevent competitive or fair bidding, artificially inflate or deflate the price of a work, simulate demand for a work (i.e, "wash trading"), or any other anticompetitive bidding conduct such as but not limited to “puffing,” “chill bidding,” “shill bidding,” “sham bidding,” or “sock puppet bidding.”

Users are Prohibited from Using the Marketplace to Conceal Economic Activity

Users are expressly forbidden from selling works, listing items for Auction, making bids during an auction, purchasing a work, or engaging in any other Marketplace transaction for the purpose of concealing economic activity, laundering money, or financing terrorism. For example, and without limitation, Users are forbidden from using the Platform and any Smart Contract to conceal or transfer proceeds or assets relating to criminal activity or to pay for a Item for any other reason than to obtain the Item. All Users expressly represent and warrant by performing transaction involving the Tropix Site or Smart Contracts that their actions are legal under United States law and the jurisdiction from which they initiate the transaction.

Users Agree to Report Suspicious Market Activity

Users agree to report suspicious market activity of other Tropix Users.  If a User suspects that one or more Tropix Users are in violation of these Terms, the User should promptly inform the Tropix team atsupport@tropix.io.

Violation of the Marketplace Code of Conduct May Result in Tropix Intervention

The User hereby agrees and acknowledges that any forbidden Marketplace conduct described herein and in the may be a violation of federal or state law and/or these Terms.  Tropix hereby reserves the right to completely or partially restrict or revoke a User’s access to the Site for violating these Terms. Tropix reserves the right to amend, rectify, edit, or otherwise alter Tropix Market transaction data to mitigate market harm caused by a User’s violation of these terms.

User Releases Tropix from Claims Arising From Other Users’ Violations of these Terms

The User irrevocably releases, acquits, and forever discharges Tropix and its subsidiaries, affiliates, officers, and successors for and against any and all past or future causes of action, suits, or controversies arising out of another User’s violation of the these Terms.

Ownership

All works Minted on the Platform are subject to the Tropix License, the terms of which are described below.  All Users who receive a Tropix Item acknowledge and agree to accept or purchase the Item subject to the conditions of the License.

Ownership of a Tropix Item

Owning a Tropix Item is similar to owning a piece of physical art.  You own a cryptographic token representing the Artist’s creative Work as a piece of property, but you do not own the creative Work itself.  Collectors may show off their ownership of collected Tropix Items by displaying and sharing the Underlying Artwork, but Collectors do not have any legal ownership, right, or title to any copyrights, trademarks, or other intellectual property rights to the underlying Artwork, excepting the limited license granted by these Terms to Underlying Artwork.  The Artist reserves all exclusive copyrights to Artworks underlying Tropix Items Minted by the Artist on the Platform, including but not limited to the right to reproduce, to prepare derivative works, to display, to perform, and to distribute the Artworks.

The Collector’s Limited License to a Minted Artwork

Owning a Tropix Item is also different than owning a piece of physical art.  Art on the Tropix Platform is digital, meaning that it is inherently easier to share, display, replicate, and distribute around cyberspace.  Our Community Guidelines encourage Collectors to show off, promote, and share their collected Items, but the Collectors may not infringe on any of the exclusive rights of the copyright holder (i.e., the Artist). By Minting Items on the Platform, Artist affirmatively grants a limited, worldwide, non-assignable, non- sublicensable, royalty-free license to display the Artwork underlying Tropix Items legally owned and properly obtained by the Collector.

Collectors May Display the Artwork

The Collector’s limited license to display the Work, or perform the Work in the case of audiovisual works, includes, but is not limited to, the right to display or perform the Work privately or publicly: (i) for the purpose of promoting or sharing the Collector’s purchase, ownership, or interest in the Work, for example, on social media platforms, blogs, digital galleries, or other Internet-based media platforms; (ii) for the purpose of sharing, promoting, discussing, or commenting on the Work; (iii) on third party Marketplaces, exchanges, Platforms, or applications in association with an offer to sell, or trade, the Token associated with Work; and (iv) within decentralized virtual environments, virtual worlds, virtual galleries, virtual museums, or other navigable and perceivable virtual environments, including simultaneous display of multiple copies of the Work within one or more virtual environments.

Collectors Shall Not Make Commercial Use of Artwork

Collectors have the right to sell, trade, transfer, or use their Tropix Items, but Collectors may not make “commercial use” of the underlying Work including, for example, by selling copies of Work, selling access to the Work, selling derivative works embodying the Work, or otherwise commercially exploiting the Work.

Other Restrictions on the Collector’s Limited License

The Collector agrees that it may not, nor permit any third party, to do or attempt to do any of the foregoing without the Artist’s express prior written consent in each case: (i) modify, distort, mutilate, or perform any other modification to the Work which would be prejudicial to the Artist’s honor or reputation; (ii) use the Work to advertise, market, or sell any third party product or service; (iii) use the Work in connection with images, videos, or other forms of media that depict hatred, intolerance, violence, cruelty, or anything else that could reasonably be found to constitute hate speech or otherwise infringe upon the rights of others; (iv) incorporate the Work in movies, videos, video games, or any other forms of media for a commercial purpose, except to the limited extent that such use is expressly permitted by these Terms or solely for your Collector’s personal, non-commercial use; (v) sell, distribute for commercial gain, or otherwise commercialize merchandise that includes, contains, or consists of the Work; (vi) attempt to trademark, copyright, or otherwise acquire additional intellectual property rights in or to the Work; (vii) attempt to Mint, tokenize, or create an additional cryptographic token representing the same Work, whether on or off of the Tropix Platform; (viii) falsify, misrepresent, or conceal the authorship of the Work or the Tropix Item; or (ix) otherwise utilize the Work for the Collector’s or any third party’s commercial benefit.

The Limited License Belongs Only to the Current Owner of a Tropix Item

The User agrees and acknowledges that the lawful ownership, possession, and title to a Tropix Item is a necessary and sufficient condition precedent to receive the limited license rights to the underlying Work provided by these Terms.  Any subsequent transfer, dispossession, burning, or other relinquishment of a Tropix Item will immediately terminate the former Owner’s rights and interest in the license or Tropix Item as provided by these Terms.

The Artist’s Rights and Restrictions

The Artist owns all legal right, title, and interest in all intellectual property rights to creative Works underlying Tropix Items Minted by the Artist on the Platform, including but not limited to copyrights and trademarks.  As the copyright owner, the Artist enjoys several exclusive rights to the Work, including the right to reproduce, the right to prepare derivative works, the right to distribute, and the right to display or perform the Art.  Subject to, and in accordance with these Terms, the Artist hereby acknowledges, understands, and agrees that Minting a Work on the Platform constitutes an express and affirmative grant of the limited license rights to the Work to all subsequent Owners of the Tropix Item, as provided herein.

Artist Agrees Not to Mint Multiple Tokens for the Same Artwork

Tropix Items are unique, meaning that there should only ever be one digital token for a given Work of Art. Artist hereby acknowledges, understands, and agrees that Minting a Work on the Platform constitutes an express representation, warranty, and covenant that the Artist has not, will not, and will not cause another to Mint, tokenize, or create another cryptographic token representing a digital collectible for the same Work, excepting, without limitation, the Artist’s ability to Mint, tokenize, or create a cryptographic token or other digital asset representing a legal, economic, or other interest relating to any of the exclusive rights belonging to the Artist under copyright law.

Artist Grants Tropix a License to All Minted Works

The Artist hereby acknowledges, understands, and agrees that Minting a Work on the Platform constitutes an express and affirmative grant to Tropix, its affiliates and successors a non-exclusive, world-wide, assignable, sublicensable, perpetual, and royalty-free license to make copies of, display, perform, reproduce, and distribute the Work on any media whether now known or later discovered for the broad purpose of operating, promoting, sharing, developing, marketing, and advertising the Platform, the Site, the Marketplace, or any other purpose related to the Tropix Platform or business, including without limitation, the express right to: (i) display or perform the Work on the Site, a third party platform, social media posts, blogs, editorials, advertising, market reports, virtual galleries, museums, virtual environments, editorials, or to the public; (ii) create and distribute digital or physical derivative works based on the Work, including without limitation, compilations, collective works, and anthologies; (iii) indexing the Work in electronic databases, indexes, catalogues, the Smart Contracts, or ledgers; and (iv) hosting, storing, distributing, and reproducing one or more copies of the Work within a distributed file keeping system, node cluster, or other database (e.g., IPFS) or causing, directing, or soliciting others to do so.

User Releases Tropix from Copyright Claims

The Artist and all Users irrevocably release, acquit, and forever discharge Tropix and its subsidiaries, affiliates, officers, and successors of any liability for direct or indirect copyright or trademark infringement for Tropix’s use of a Work in accordance with these Terms, including without limitation, Tropix’s solicitation, encouragement, or request for Users or third parties to host the Work for the purpose of operating a distributed database and Tropix’s deployment or distribution of a reward, a token, or other digital asset to Users or third parties for hosting Works on a distributed database.

Username Policies

Tropix account names are available on a first-come, first-served basis.  Only one (1) username can be assigned to a public Ethereum wallet address. Usernames are not the User’s intellectual property or personal property. Tropix reserves the absolute right to delete, modify, or change a username associated with a User’s wallet address without notice for actual suspected violation of these policies.

Username Squatting

Tropix prohibits username squatting and the practice of reserving usernames for future use, especially where there is a likelihood that the username may confuse or mislead others.  Users violating this name squatting policy may be removed or renamed without notice. Attempts to sell, buy, or solicit other forms of payment in exchange for usernames are prohibited and may result in permanent account suspension.

Inactive Users

Tropix prohibits reserving inactive accounts for future use. Tropix has the absolute authority to delete or modify inactive users. Users that have not conducted any transactions on the Tropix Marketplace, collected any Tropix Items, or initiated any transaction on the Ethereum blockchain for six (6) months may be deleted without notice.

Copyright Infringement Complaints Under the Digital Millennium Copyright Act

Tropix respects the intellectual property rights of others. It is our policy to respond promptly any claim that Content posted on the Site infringes the copyright or other intellectual property rights of any person. Tropix will use reasonable efforts to investigate notices of alleged infringement and will take appropriate action under the Digital Millennium Copyright Act (DMCA) and these Terms, including removing or disabling access to Content claimed to be infringing and/or terminating accounts and access to the Site.

The DMCA Process and Procedure

The DMCA provides a process for a copyright owner to give notification to an online service provider concerning alleged copyright infringement. When an effective DMCA notification is received, the online service provider responds under this process by taking down the offending content. On taking down content under the DMCA, we will take reasonable steps to contact the Artist responsible for minting the removed content so that a Counternotification may be filed if applicable. On receiving a valid Counternotification, we generally restore the content in question, unless we receive notice from the DMCA Notice provider that a legal action has been filed seeking a court order to restrain the alleged infringer from engaging in the infringing activity. Our Privacy Policy does not protect any information contained in any DMCA Take-Down Notice or Counternotification. If you have any questions about your rights, copyright infringement, or the notification and counter-notification process under the Digital Millennium Copyright Act (the “DMCA”), we recommend that you speak with an attorney. The DMCA provides a process for a copyright owner to give notification to an online service provider concerning alleged copyright infringement. When an effective DMCA notification is received, the online service provider responds under this process by taking down the offending content. On taking down content under the DMCA, we will take reasonable steps to contact the Artist responsible for minting the removed content so that a Counternotification may be filed if applicable. On receiving a valid Counternotification, we generally restore the content in question, unless we receive notice from the DMCA Notice provider that a legal action has been filed seeking a court order to restrain the alleged infringer from engaging in the infringing activity. Our Privacy Policy does not protect any information contained in any DMCA Take-Down Notice or Counternotification. If you have any questions about your rights, copyright infringement, or the notification and counter-notification process under the Digital Millennium Copyright Act (the “DMCA”), we recommend that you speak with an attorney.

Filing a DMCA “Take Down” Notification

If you are a copyright owner or an agent thereof and believe that any Content on the Tropix Site infringes upon your copyrights, you may submit a notification pursuant to the Digital Millennium Copyright Act (DMCA) by providing us with the following information in writing (see 17 U.S.C. § 512 for further detail):

  • 1. A physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.

  • 2. Identification of the copyrighted work claimed to have been infringed, or, if multiple copyrighted works, a representative list of such works at that site.

  • 3. Identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled, and information reasonably sufficient to permit us to locate the material.*Providing URLs in the body of your DMCA notification is the best way to help us locate content quickly

  • 4. Information reasonably sufficient to permit us to contact you (the complaining party), such as an address, telephone number, and an electronic mail address at which you (the complaining party) may be contacted.

  • 5. A statement that you (the complaining party) have a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law.

  • 6. A statement that the information in the notification is accurate, and under penalty of perjury, that you (the complaining party) are authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.

  • 7. **(Optional) Provide information, if possible, sufficient to permit us to notify the user(s) who posted the content that allegedly contains infringing material.

Any person who knowingly materially misrepresents that Content or an activity is infringing or that any material or activity was removed or disabled by mistake or misidentification, shall be liable to us and possibly others for any damages, including costs and attorneys’ fees incurred by us in removing or disabling access to the material or activity claimed to be infringing or in replacing the removed material or enabling access to it.

Responding to an DMCA Notice with a Counter Notification

We will take reasonable steps to promptly inform you if your content has been taken down upon receipt of an effective DMCA Infringement Take Down Notification. If you believe that the content that was removed or to which access was disabled is not infringing, or that you have the authorization from the copyright owner, the copyright owner’s agent, or pursuant to the law, to mint and use the material, you may send us a Counter Notification containing the following information:

  • 1. Your physical or electronic signature;

  • 2. 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 disabled;

  • 3. A statement that you have a good faith belief that the material was removed or disabled as a result of mistake or a misidentification of the material; and

  • 4. Your name, address, telephone number, and e-mail address, a statement that you consent to the jurisdiction of the U.S. district court in the state in which you reside (or the U.S. district court where our headquarters are located if your address is outside of the United States), and a statement that you will accept service of process from the person who provided notification of the alleged infringement to us.

You have ten (10) business days after receipt of a DMCA take-down Notice to send us an effective Counter Notification or the allegedly infringing material may not be restored.

Any person who knowingly materially misrepresents that material or an activity is infringing or that any material or activity was removed or disabled by mistake or misidentification, shall be liable to us for any damages, including costs and attorneys’ fees incurred by us in removing or disabling access to the material or activity claimed to be infringing or in replacing the removed material or enabling access to it.

Where to Send a DMCA Request

You must submit your DMCA Take-Down Notices and Counter Notifications to us by email.

Email Address: ip@tropix.ioSubject/Heading of Email: Tropix DMCA Take Down Notification

DMCA Notices Must Comply With These Requirements

Official DMCA Notices must provide all the information described above in order to be effective. If your DMCA Notice is ineffective, we may ignore it and have no obligation to remove the allegedly infringing content.

Tropix Has the Right to Remove Allegedly Infringing Content

Tropix reserves the right to remove any Content that allegedly infringes another person's copyright or trademark rights, thereby restricting access to or visibility of the Work on the Site and restricting the Owner's ability to sell, access, or view the Work on the Marketplace. All transactions involving Tropix Items are conducted with the knowledge and assumption of the risk that the Item may subsequently be removed from the Tropix Site and Marketplace as a consequence of a DMCA dispute or a User’s violation of these Terms. Tropix shall not be liable to a Collector or Artist of an Item that was subsequently taken down by Tropix pursuant to a valid DMCA Take-Down Notice or a determination of a User’s violation of these Terms.

Tropix Has the Right to Terminate Repeat Infringers’ Accounts

Tropix implements a strict “repeat infringer” policy, which requires it to terminate a User’s access to the Site and Smart Contracts, including restricting minting privileges and terminating a User’s account if, under appropriate circumstances, the User is determined to be a repeat infringer. Tropix also reserves the right to restrict an Artist’s account for reasons other than copyright infringement, such as, but not limited to, minting pornographic, obscene, or hateful content, or excessive or suspicious minting conduct. We may at any time, without prior notice and in our sole discretion, remove such material and/or terminate a User’s account for submitting such material in violation of our Terms of Service.

Infringers May Be Liable to Collectors and Tropix

Artists expressly agree to refund to the Collector and/or Tropix the entire portion of ether (ETH) received from the sale of a Tropix Item that was subsequently removed from the Site pursuant to an effective DMCA request to which the Artist failed to timely submit an effective DMCA Counternotification. Tropix, under any circumstance, will not be held liable to any Collector or User for removing allegedly infringing works from the Platform or otherwise fulfilling its legal obligations under the DMCA.

User Agree to Cooperate with Tropix

Artist, Collectors, and all Users expressly agree to cooperate and timely respond to Tropix’s investigations, requests, and inquiries related to DMCA disputes or allegations of infringement. Users agree to initiate a “burn” transaction upon Tropix’s request for Works that have been permanently removed from the Tropix marketplace pursuant to a valid DMCA Take-Down Notice, or that are otherwise alleged to be infringing.

Disclaimers and Limitations on Our Liability

TO THE EXTENT PERMITTED BY APPLICABLE LAW, TROPIX AND ITS OFFICERS, EMPLOYEES, DIRECTORS, SHAREHOLDERS, PARENTS, SUBSIDIARIES, AFFILIATES, AGENTS, AND LICENSORS  DISCLAIM ALL WARRANTIES, CONDITIONS, AND REPRESENTATIONS OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING THOSE RELATED TO MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON- INFRINGEMENT, AND THOSE ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE.

Tropix Makes No Representations or Warranties

TO THE EXTENT PERMITTED BY APPLICABLE LAW, TROPIX AND ITS AFFILIATES MAKE NO REPRESENTATIONS OR WARRANTIES ABOUT THE ACCURACY OR COMPLETENESS OF CONTENT AVAILABLE ON OR THROUGH THE SITE OR ABOUT PRODUCTS, THE VALUE OR TITLE OF TROPIX ITEMS, OR THE CONTENT OF ANY THIRD-PARTY WEBSITES OR SERVICES LINKED TO OR INTEGRATED WITH OUR SITE. TROPIX AND ITS AFFILIATES WILL HAVE NO LIABILITY FOR ANY: (A) ERRORS, MISTAKES, OR INACCURACIES OF CONTENT; (B) PERSONAL INJURY OR PROPERTY DAMAGE RESULTING FROM YOUR ACCESS TO OR USE OF THE SITE OR CONSUMPTION OF ANY PRODUCTS; (C) ANY UNAUTHORIZED ACCESS TO OR USE OF OUR SERVERS OR OF ANY PERSONAL INFORMATION OR USER DATA; (D) ANY INTERRUPTION OF TRANSMISSION TO OR FROM THE SITE; (E) ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE WHICH MAY BE TRANSMITTED ON OR THROUGH THE SITE OR SERVICES BY ANY THIRD PARTY; (F) ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF THE USE OF ANY CONTENT POSTED OR SHARED THROUGH THE SITE OR SERVICES; OR (G) LOSS OR DAMAGED CAUSED BY ANOTHER USER’S VIOLATION OF THESE TERMS.

TO THE EXTENT PERMITTED BY LAW, OUR COMPANY AND ITS AFFILIATES WILL NOT BE RESPONSIBLE FOR LOST PROFITS, REVENUES, OR DATA, FINANCIAL LOSSES OR INDIRECT, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES.

Limitation on Liability

TO THE EXTENT PERMITTED BY LAW, THE TOTAL LIABILITY OF OUR COMPANY AND ITS AFFILIATES, FOR ANY CLAIMS UNDER THESE TERMS, INCLUDING FOR ANY IMPLIED WARRANTIES, IS LIMITED TO THE TOTAL AMOUNT YOU PAID TO US IN FEES OVER THE PAST TWELVE (12) MONTHS.

Some jurisdictions do not allow the exclusion of certain warranties and limitations of liability provided in this Section.  If you are in such a jurisdiction, some of the above limitations and disclaimers may not apply to you.  To the extent we may not, as a matter of applicable law, disclaim any implied warranty or limit our liabilities, the scope and duration of such warranty and the extent of our liability will be the minimum permitted by applicable law.

Assumption of the Risk

User Acknowledges the Risk of Cryptocurrency and Smart Contracts

YOU FURTHER REPRESENT AND WARRANT THAT YOU UNDERSTAND AND ARE WILLING TO ACCEPT THE RISKS ASSOCIATED WITH CRYPTOGRAPHIC SYSTEMS SUCH AS THE SMART CONTRACTS, THE ETHEREUM BLOCKCHAIN, NON-FUNGIBLE TOKENS, AND THE INTERPLANETARY FILE SYSTEM.

WE WILL NOT BE RESPONSIBLE OR LIABLE TO YOU FOR ANY LOSSES YOU INCUR AS THE RESULT OF YOUR USE OF THE ETHEREUM NETWORK OR THE METAMASK ELECTRONIC WALLET, INCLUDING BUT NOT LIMITED TO ANY LOSSES, DAMAGES OR CLAIMS ARISING FROM: (A) USER ERROR, SUCH AS FORGOTTEN PASSWORDS OR INCORRECTLY CONSTRUED SMART CONTRACTS OR OTHER TRANSACTIONS; (B) SERVER FAILURE OR DATA LOSS; (C) CORRUPTED WALLET FILES; (D) UNAUTHORIZED ACCESS OR ACTIVITIES BY THIRD PARTIES, INCLUDING BUT NOT LIMITED TO THE USE OF VIRUSES, PHISHING, BRUTEFORCING OR OTHER MEANS OF ATTACK AGAINST THE PLATFORM, ETHEREUM NETWORK, THE METAMASK ELECTRONIC WALLET OR ETHEREUM-COMPATIBLE BROWSER OR WALLET.

Tropix is Not Responsible for Technical Errors on the Ethereum Blockchain

TROPIX IS NOT RESPONSIBLE FOR LOSSES DUE TO BLOCKCHAINS OR ANY OTHER FEATURES OF THE ETHEREUM NETWORK OR THE METAMASK ELECTRONIC WALLET OR ANY ETHEREUM-COMPATIBLE BROWSER OR WALLET, INCLUDING BUT NOT LIMITED TO LATE REPORT BY DEVELOPERS OR REPRESENTATIVES (OR NO REPORT AT ALL) OF ANY ISSUES WITH THE BLOCKCHAIN SUPPORTING THE ETHEREUM NETWORK, INCLUDING FORKS, TECHNICAL NODE ISSUES, OR ANY OTHER ISSUES HAVING FUND LOSSES AS A RESULT.

Upgrades by Ethereum to the Ethereum platform, a hard fork in the Ethereum platform, or a change in how transactions are confirmed on the Ethereum platform may have unintended, adverse effects on all blockchains using the ERC-20 or ERC-721 standards, including the Tropix ecosystem.

The User Acknowledges the Risks of the Platform

You acknowledge that the Platform is subject to flaws and acknowledge that you are solely responsible for evaluating any code provided by the Platform. This warning and others provided in this Agreement by Tropix in no way evidence or represent an ongoing duty to alert you to all of the potential risks of utilizing or accessing the Platform. The Platform may experience sophisticated cyber-attacks, unexpected surges in activity or other operational or technical difficulties that may cause interruptions to or delays on the Platform.  You agree to accept the risk of the Platform failure resulting from unanticipated or heightened technical difficulties, including those resulting from sophisticated attacks, and you agree not to hold us accountable for any related losses.  We will not bear any liability, whatsoever, for any damage or interruptions caused by any viruses that may affect your computer or other equipment, or any phishing, spoofing or other attack.

Tropix Does Not Guarantee the Value or Title of Tropix Items

The prices of blockchain assets are extremely volatile. Fluctuations in the price of other digital assets could materially and adversely affect the value of your Tropix Items, which may also be subject to significant price volatility. A lack of use or public interest in the creation and development of distributed ecosystems could negatively impact the development of the Tropix ecosystem, and therefore the potential utility or value of Tropix Items.  The Platform, ETH and digital assets could be impacted by one or more regulatory inquiries regulatory actions, or legislative policies which could impede or limit the ability of Tropix to continue to develop the Tropix Platform, or which could impede or limit your ability to access or use the Platform or Ethereum blockchain. Tropix Items may be encumbered by actual or possible copyright or trademark claims against the Item.

User Acknowledges Financial Risk of Digital Assets

Use of the Platform, including the creating, buying or selling trading digital assets, may carry financial risk. digital assets are, by their nature, highly experimental, risky, volatile and transactions carried through the Platform are irreversible, final and there are no refunds.  You acknowledge and agree that you will access and use the Platform at your own risk.  The risk of loss in trading digital assets can be substantial.  You should, therefore, carefully consider whether such creating, buying or selling digital assets is suitable for you in light of your circumstances and financial resources. By using the Platform, you represent that you have been, are and will be solely responsible for making your own independent appraisal and investigations into the risks of a given transaction and the underlying digital assets. You represent that you have sufficient knowledge, market sophistication, professional advice and experience to make your own evaluation of the merits and risks of any transaction conducted via the Platform or any underlying digital asset. You accept all consequences of using the Platform, including the risk that you may lose access to your digital assets indefinitely.  All transaction decisions are made solely by you.  Notwithstanding anything in this Agreement, we accept no responsibility whatsoever for and will in no circumstances be liable to you in connection with use of the Platform for performing digital asset transactions. Under no circumstances will the operation of all or any portion of the Platform be deemed to create a relationship that includes the provision or tendering of investment advice.

Arbitration Agreement & Waiver of Certain Rights, Including Class Actions

PLEASE READ THIS SECTION CAREFULLY BECAUSE IT LIMITS CERTAIN RIGHTS, INCLUDING THE RIGHT TO MAINTAIN A COURT ACTION, THE RIGHT TO A JURY TRIAL, THE RIGHT TO PARTICIPATE IN ANY FORM OF CLASS OR REPRESENTATIVE CLAIM, THE RIGHT TO ENGAGE IN DISCOVERY EXCEPT AS PROVIDED IN AAA (AMERICAN ARBITRATION ASSOCIATION) RULES, AND THE RIGHT TO CERTAIN REMEDIES AND FORMS OF RELIEF. OTHER RIGHTS THAT YOU OR TROPIX WOULD HAVE IN COURT ALSO MAY NOT BE AVAILABLE IN ARBITRATION.

You Agree to Waive a Jury Trial

YOU AGREE TO RESOLVE ANY DISPUTES BETWEEN US THROUGH BINDING AND FINAL ARBITRATION INSTEAD OF THROUGH COURT PROCEEDINGS. YOU WAIVE YOUR RIGHT TO ANY JURY TRIAL OF ANY CLAIM.  All controversies, claims, counterclaims, or other disputes arising between you and Tropix relating to these Terms, our Site, Tropix Item, or any Orders  shall be submitted for binding arbitration under the Rules of the American Arbitration Association (“AAA Rules”).  The arbitration will be heard and determined by a single arbitrator.  The arbitrator’s decision will be final and binding upon the parties and may be enforced in any court of competent jurisdiction.  The parties agree that the arbitration will be kept confidential and that the existence of the proceeding and any element of it (including, without limitation, any pleadings, briefs or other documents submitted or exchanged and any testimony or other oral submissions and awards) will not be disclosed beyond the arbitration proceedings, except as may lawfully be required in judicial proceedings relating to the arbitration or by applicable disclosure rules and regulations of securities, regulatory authorities, or other governmental agencies.

This arbitration agreement does not preclude you or Tropix from seeking action by federal, state, or local government agencies.  You and Tropix may also bring qualifying claims in small claims court.  In addition, you and Tropix retain the right to apply to any court of competent jurisdiction for provisional relief, including pre-arbitral attachments or preliminary injunctions, and any such request shall not be deemed incompatible with these Terms, nor a waiver of the right to have disputes submitted to arbitration as provided in these Terms.

Arbitration Costs

If you demonstrate that the costs of arbitration will be prohibitive as compared to the costs of litigation, Tropix will pay as much of the administrative costs and arbitrator fees required for the arbitration as the arbitrator deems necessary to prevent the cost of the arbitration from being prohibitive.  In the final award, the arbitrator may apportion the costs of arbitration and the compensation of the arbitrator among the parties in such amounts as the arbitrator deems appropriate.

Class Action Waiver

YOU MAY NOT ACT AS A CLASS REPRESENTATIVE OR PRIVATE ATTORNEY GENERAL, NOR PARTICIPATE AS A CLASS MEMBER OF ANY CLASS CLAIMANTS WITH RESPECT TO ANY CLAIM. CLAIMS MAY NOT BE ARBITRATED ON A CLASS OR REPRESENTATIVE BASIS.  You may only bring individual claims, and the arbitrator may only decide individual claims.  The arbitrator may not consolidate or join the claims of other persons or parties who may be similarly situated.

Miscellaneous Terms

These Terms May Change

These Terms may be discretionarily modified or replaced at any time, unless stated otherwise herein. The most current version of this Agreement will be posted on the Site with the “Last Revised” date at the top of the Agreement changed. Any changes or modifications will be effective immediately upon posting the revisions to the Site. You shall be responsible for reviewing and becoming familiar with any such modifications. You waive any right you may have to receive specific notice of such changes or modifications. Use of the Platform by you after any modification to the Agreement constitutes your acceptance of the Agreement as modified. If you do not agree to the Agreement in effect when you access or use the Platform, you Platform. We may, at any time and without liability or prior notice, modify or discontinue all or part of the Platform (including access to the Platform via any third-party links).

The Smart Contracts May Change

The User acknowledges that Tropix may modify, change, amend, or replace one or more of the Smart Contracts from time to time.  The User agrees that a modification to one or more of the Smart Contracts does not alter any right or obligation conferred by these Terms.

Confidentiality of Certain Communications

Users may voluntarily contact Tropix to report serious misuses of the Tropix Platform including, for example, suspicious market activity, hate speech, or other serious violations of these Terms.  User agrees to keep confidential all private correspondence with any members of the Tropix Team pertaining to another member’s alleged violation of these Terms or other inquiries about Tropix’s policies.

Indemnification

You agree to indemnify and hold harmless our company and its affiliates from and against any and all claims, costs, proceedings, demands, losses, damages, and expenses (including, without limitation, reasonable attorney’s fees and legal costs) of any kind or nature, arising from or relating to, any actual or alleged breach of these Terms by you, a co-conspirator, or anyone using your account.  If we assume the defense of such a matter, you will reasonably cooperate with us in such defense.

Severability

If any provision of these Terms is found to be unlawful or unenforceable, then that provision will be deemed severable from these Terms and will not affect the enforceability of any other provisions.

Termination

You may terminate these Terms at any time by canceling your account on the Platform and discontinuing your access to and use of the Platform.  You will not receive any refunds if you cancel your account, or otherwise terminate these Terms.  You agree that we, in our sole discretion and for any or no reason, may terminate these Terms and suspend and/or terminate your account(s) for the Platform. You agree that any suspension or termination of your access to the Platform may be without prior notice, and that we will not be liable to you or to any third party for any such suspension or termination. If we terminate these Terms or suspend or terminate your access to or use of the Platform due to your breach of these Terms or any suspected fraudulent, abusive, or illegal activity, then termination of these Terms will be in addition to any other remedies we may have at law or in equity. Upon any termination or expiration of these Terms, whether by you or us, you may no longer have access to information that you have posted on the Platform or that is related to your account, and you acknowledge that we will have no obligation to maintain any such information in our databases or to forward any such information to you or to any third party.

No Assignment of the Terms

Neither party may assign or transfer any rights or obligations under this Agreement without the prior written consent of the other party, provided that Tropix may assign this Agreement without your prior consent to any of Tropix’s affiliates, or to its successors in interest of any business associated with the services provided by Tropix. This Agreement shall be binding upon the permitted assigns or transferees of each party.

Governing Law and Jurisdiction

These Terms will be governed by and construed under the laws of the State of Delaware, without giving effect to any conflict of laws rules or provisions.  You agree that any action of whatever nature arising from or relating to these Terms, the Site, or our Products will be filed only in the state or federal courts in New York, New York.  You consent and submit to the personal jurisdiction of such courts for any such action.  The failure by us to enforce any right or provision of these Terms will not prevent us from enforcing such right or provision in the future.  We may assign our rights and obligations under these Terms, including in connection with a merger, acquisition, sale of assets or equity, or by operation of law.

Please print a copy of these Terms for you records and PLEASE check the Site frequently for any changes to these Terms.