TERMS OF SERVICE

Drop Dimes is a product offering of Square Zero Labs LLC. These Terms of Service ("Terms" or "Terms of Service") constitute a legally binding agreement between you and Square Zero Labs LLC ("SZL").

These Terms of Service govern your use of the Services. By accessing or using the Services in any way, including without limitation by visiting the Website and/or downloading the App, you represent that you have read, understand, and agree to be bound by these Terms of Service.

IF YOU DO NOT AGREE TO BE BOUND BY THE TERMS OF SERVICE, YOU MAY NOT ACCESS OR USE THE SERVICES.

The Drop Dimes App is a visual interface through which users may interact with the Base blockchain using a self-custodial Wallet to send and receive USDC. All transactions are initiated, consented to and executed by the user at the time of the transaction. We call these transactions "Dime Drops" and they are publically shown on the App and are publicly viewable on the Base blockchain.

SZL CANNOT ACCESS YOUR DIGITAL ASSETS OR PERFORM BLOCKCHAIN TRANSACTIONS. ALL TRANSACTIONS INITIATED THROUGH OUR SERVICES ARE INITIATED BY YOU THROUGH YOUR WALLET AND COMPLETED THROUGH THE APPLICABLE THIRD-PARTY SERVICE. SZL CANNOT UNDO TRANSACTIONS.

SZL DOES NOT CONTROL YOUR WALLET OR HAVE ACCESS TO YOUR PRIVATE KEY. SZL CANNOT RECOVER YOUR PRIVATE KEY IF LOST.

Please note that these terms are subject to change by SZL. We will update the "Last Updated" date at the top of the Terms of Service. Any changes to these Terms will be effective immediately. Your continued use of the Services constitutes your acceptance of such changes.

1. DEFINITIONS

As used in these Terms:

(a) "App" means the Drop Dimes mobile application made available by SZL.

(b) "App Store" means the app store from which you downloaded the App and may include the Apple App Store or Google Play Store.

(c) "Content" means any information, data, text, software, music, sound, photographs, graphics, video, messages, tags and/or other materials.

(d) "Digital Asset" means any cryptocurrency, cryptoasset, blockchain-based token, or other digital asset supported by the Services.

(e) "OSS" or "Open-Source Software" means any software or components thereof subject to "open source" or "free software" licenses.

(f) "Registered User" is a user who has an account on the Services.

(g) "Services" means any products and services made available by SZL through the Website and the App (and inclusive of the Website and the App).

(h) "SZL", "we", or "us" means Square Zero Labs LLC.

(i) "SZL Parties" means SZL, its parents, subsidiaries, affiliates, officers, directors, members, employees, agents, partners, suppliers, and licensors.

(j) "Third-Party Services" means any third-party websites, Wallets and third-party applications accessible or otherwise connected to the Services but not provided by SZL.

(k) "User Assets" means any Digital Assets associated with the Registered User's Wallet.

(l) "User Content" means any Content that is made available by Registered Users on or through the Services.

(m) "Wallet" means a software-based system for performing blockchain transactions.

(n) "Website" means the website available at https://dropdimes.app/ and any associated subdomains through or to which these Terms of Service are linked.

(o) "You" means the individual or legal entity, as applicable, that is using or accessing the Services, or that is identified as the user when you registered on the Services.

2. DESCRIPTION OF SERVICES

(a) Description of Services. The Services include access to the Drop Dimes proprietary online platform, including the App and Website and supporting documentation made available therewith, that allows users to "Drop Dimes" to creators and for creators to receive "Dime Drops" from users. These "Dime Drops" constitute transfers of USDC on the Base blockchain via a non-custodial Wallet.

(b) License to App. Subject to your compliance with these Terms, SZL grants you a limited non-exclusive, non-transferable, non-sublicensable, revocable license to download, install and use a copy of the App on a mobile device that you own or control and to run such copy of the App solely for your own personal purposes.

3. ACCOUNT REGISTRATION AND USER ELIGIBILITY

(a) Registering Your Account. In order to access certain features of the Services, you may be required to set up an account on the Services. If you provide any information that is untrue, inaccurate, not current or incomplete, or SZL suspects in its sole discretion that any information you provide is untrue, inaccurate, not current or incomplete, SZL has the right to suspend or terminate your access to the Services and refuse any and all current or future use of the Services (or any portion thereof). You agree not to use the Services if you have been previously removed by SZL, or if you have been previously banned from any of the Services.

(b) Registration Data. In registering an account on the Services, you shall (i) provide true, accurate, current, and complete information about yourself as prompted by the registration form (the "Registration Data"), and (ii) maintain and promptly update the Registration Data to keep it true, accurate, current, and complete. Without limiting the foregoing, if you have a creator account, you represent and warrant that the link you provide for your profile page is a link to work you have created and you have full control of and access to the content on that linked page (e.g., if the link is to a YouTube account, then you control that YouTube account and that account contains videos you created and have full license to post).

(c) Your Account. You are responsible for all activities that occur under your account. You shall monitor your account to restrict use by anyone other than yourself and you will accept full responsibility for any unauthorized use of the Services by anyone else who accesses your account. You may not share your account or password with anyone, and you agree to notify SZL immediately of any unauthorized use of your password or any other breach of security. SZL will not be responsible if someone else accesses your device or account and authorizes a transaction. You agree not to create an account using a false identity or information, or on behalf of someone other than yourself.

(d) User Representations. You represent and warrant that:

(i) You are at least eighteen (18) years old and not a person barred from using Services under the laws of the United States, your place of residence or any other applicable jurisdiction. If you are acting on behalf of an entity, whether or not such entity is formally incorporated under the laws of your jurisdiction, you represent and warrant that you have all right and authority necessary to act on behalf of such entity.

(ii) None of: (a) you; (b) any affiliate of any entity on behalf of which you are entering into these Terms; (c) any other person having a beneficial interest in any entity on behalf of which you are entering into these Terms (or in any affiliate thereof); or (d) any person for whom you are acting as agent or nominee in connection with these Terms is: a country, territory, entity or individual named on an OFAC list as provided at https://ofac.treasury.gov/, or any person or entity prohibited under the OFAC programs, regardless of whether or not they appear on the OFAC list. There is no legal proceeding pending that relates to your activities relating to buying, selling, staking, or otherwise using cryptocurrency or any other token or digital asset-trading or blockchain technology related activities.

(iii) You have not failed to comply with, and have not violated, any applicable legal requirement relating to any blockchain technologies or token-trading activities or any other applicable laws, including, but not limited to, anti-money laundering or terrorist financing laws, and 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 cryptocurrency.

(e) User Assets. You represent and warrant that (i) you own or have the authority to connect to the Wallet and fund it with User Assets; (ii) you own or have the authority to transfer any User Assets you transfer through the Services; (iii) all User Assets you transfer in connection with the Services have been earned, received, or otherwise acquired by you in compliance with all applicable laws; and (iv) no User Assets that you transfer in connection with the Services have been "mixed," "tumbled" or otherwise undergone any process designed to hide, mask, or obscure the origin or ownership of such User Assets.

4. USER CONDUCT AND RESTRICTIONS

You agree that you are solely responsible for your conduct in connection with the Services. You agree that you will abide by these Terms and will not (and will not attempt to):

(a) provide false or misleading information;

(b) use or attempt to use another person's Wallet;

(c) pose as another person or entity;

(d) Use the Services in any manner that could interfere with, disrupt, negatively affect or inhibit other Registered Users from fully enjoying the Services, or that could damage, disable, overburden or impair the functioning of the Services in any manner;

(e) develop, utilize, or disseminate any software, or interact with the Services in any manner, that could damage, harm, or impair the Services;

(f) bypass or circumvent measures employed to prevent or limit access to any service, area, or code of the Services;

(g) attempt to circumvent the Service's content-filtering techniques if any;

(h) use any robot, spider, crawler, scraper, script, browser extension, offline reader, or other automated means or interface not authorized by us to access the Services, extract data or otherwise interfere with or modify the rendering of Service pages or functionality;

(i) collect or harvest data from our Services that would allow you to contact individuals, companies, or other persons or entities, or use any such data to contact such entities;

(j) use data collected from our Services for any direct marketing activity (including without limitation, email marketing, SMS marketing, telemarketing, and direct marketing);

(k) use the Service for any illegal or unauthorized purpose, or engage in, encourage, or promote any activity that violates any applicable law or these Terms;

(l) use your Wallet to carry out any illegal activities in connection with or in any way related to your access to and use of the Services, including but not limited to money laundering, financing illegal activities or deliberately engaging in activities designed to adversely affect the performance of the Services;

(m) use the Services to carry out any financial activities subject to registration or licensing, including but not limited to using the Services to transact in securities, debt financings, equity financings or other similar transactions;

(n) use the Service to sell any unauthorized or illegal content; or

(o) make available any Content that infringes any patent, trademark, trade secret, copyright, right of publicity or other right of any person or entity.

Any unauthorized use of any Services terminates the license granted by SZL pursuant to these Terms.

5. USER CONTENT AND INTELLECTUAL PROPERTY

(a) Types of Content. You acknowledge that all Content, including the Services, is the sole responsibility of the party from whom such Content originated. This means that each Registered User of the Services, and not SZL, is responsible for such Registered User's User Content. You represent and warrant to and for the benefit of SZL that you have all rights necessary in and to any User Content you make available on the Services to grant the licenses granted in this section.

(b) The Services. Except with respect to any OSS, your Wallet, and any User Content that you make available, you agree that SZL owns all rights, title and interest in and to the Services. You will not remove, alter or obscure any copyright, trademark, service mark or other proprietary rights notices incorporated in or accompanying any Services.

(c) Trademarks. SZL, and all related graphics, logos, service marks and trade names used on or in connection with any the Services or in connection with the Services are the trademarks of SZL and may not be used without permission in connection with your, or any third-party, products or services. Other trademarks, service marks and trade names that may appear on or in the Services are the property of their respective owners.

(d) Your User Content. SZL does not claim ownership of your User Content. However, when you as a Registered User posts your User Content on the Services, you represent that you own and/or have, and have all rights necessary to grant to SZL and do hereby grant to SZL, a royalty-free, perpetual, irrevocable, worldwide, non-exclusive right (including any moral rights) and license to use and display your User Content in connection with the Services.

6. THIRD-PARTY SERVICES AND WALLETS

(a) Third-Party Services. The Services may contain or in some cases, integrate with our Services, certain Third-Party Services. Such Third-Party Services are not under the control of SZL. SZL is not responsible for any Third-Party Services. SZL provides these Third-Party Services only as a convenience and does not review, approve, monitor, endorse, warrant, or make any representations with respect to Third-Party Services, or any product or service provided in connection therewith. You use all links in Third-Party Services at your own risk. You should review applicable terms and policies, including privacy and data gathering practices, of any Third-Party Services including any Wallet, offramp and onramp, and make whatever investigation you feel necessary or appropriate before proceeding with any transaction with any third party.

(b) Wallets. In connection with certain features of the Services you will need to create and/or connect a Wallet owned or controlled by you. Access to and use of a Wallet is subject to additional terms and conditions between you and the provider of such Wallet. We disclaim all liability in connection with your use of a Wallet, including without limitation any inability to access any User Assets you have sent to or stored in such Wallet. PLEASE NOTE THAT YOUR RELATIONSHIP WITH ANY THIRD-PARTY SERVICE PROVIDERS IS GOVERNED SOLELY BY YOUR AGREEMENT(S) WITH SUCH THIRD-PARTY SERVICE PROVIDERS, AND SZL DISCLAIMS ANY LIABILITY WITH RESPECT TO USE OF SUCH THIRD-PARTY SERVICES. Access to your Wallet may require the use of a private key, passphrase, or passkey ("Private Key") and SZL has no ability to access your Private Key. Your Private Key is unique to you and shall be maintained by you. If you lose your Private Key, you may lose access to your Wallet and any contents thereof. SZL does not have the ability to recover a lost Private Key.

(c) Transfers of User Assets. Users must personally review and authorize all transaction messages that the User wishes to execute; this requires the User to sign the relevant transaction message with the User's Private Key via their Wallet. SZL and the Services are not agents or intermediaries of the User, do not store or have access to or control over any User Assets, private keys, passwords, passkeys, accounts or other property of the User, and are not capable of performing transactions or sending transaction messages on behalf of the User. All transactions are effected by the User via the Wallet.

7. FEES, PAYMENT AND TAXES

(a) Gas Fees. To the extent applicable in connection with a particular Service, you will be solely responsible for ensuring that you have sufficient User Assets in your Wallet to cover any Gas Fee required to complete any transaction. "Gas Fees" are transaction fees determined by market conditions on the applicable protocol, and are not determined, set, or charged by SZL. By using a Coinbase Smart Wallet, Coinbase currently covers Gas Fees for USDC transactions on the Base blockchain, but SZL has no assurance that this program will continue.

(b) Taxes. You are solely responsible (and SZL has no responsibility) for determining what, if any, taxes apply to any transactions involving your User Assets, including without limmitation your receipt of dime drops from other Users. You are responsible for all federal, state, local, sales, use, value added, excise, or other taxes, fees, or duties arising out of your use of the Services.

(c) Payment Service Provider. The App connects the user to third-party service providers for payment services (e.g., Digital Asset onramps and Digital Asset offramps and related services) (each, a "Payment Service Provider"). Please note that online payment transactions may be subject to validation checks by the Payment Service Provider and your card issuer, and we are not responsible if your card issuer declines to authorize payment for any reason. For your protection, Payment Service Providers uses various fraud prevention protocols and industry standard verification systems to reduce fraud, and you authorize it to verify and authenticate your payment information. Your card issuer may charge you an online handling fee or processing fee. We are not responsible for this. We may add or change Payment Service Providers at any time in our sole discretion. You are free to onramp funds to your Wallet or offramp funds from your Wallet outside of the Services using whichever payment service provider you choose.

8. ASSUMPTION OF RISK RELATED TO BLOCKCHAIN TECHNOLOGY

In order to be successfully completed, any transaction involving Digital Assets initiated by or sent to your Wallet must be confirmed by and recorded on the blockchain supporting such Digital Asset. SZL has no control over any blockchain and therefore cannot and does not ensure that any transaction details that you submit or receive via our Services will be validated by or confirmed on the relevant blockchain and does not have the ability to facilitate any cancellation or modification requests. You accept and acknowledge that you take full responsibility for all activities that you effect through your Wallet and accept all risks of loss, including loss as a result of any authorized or unauthorized access to your Wallet, to the maximum extent permitted by law. You further accept and acknowledge that:

(a) You (i) have the necessary technical expertise and ability to review and evaluate the security, integrity and operation of your Wallet; (ii) have the knowledge, experience, understanding, professional advice and information to make your own evaluation of the merits, risks and applicable compliance requirements under applicable laws of any use of your Wallet; (iii) know, understand and accept the risks associated with your Wallet; and (iv) accept the risks associated with blockchain technology generally, and are responsible for conducting your own independent analysis of the risks specific to any Digital Assets you purchase or sell. You further agree that SZL will have no responsibility or liability for, such risks.

(b) USDC's price versus the dollar may change and its collateralization level might change. SZL DOES NOT CREATE, OFFER, PROMOTE, OR OTHERWISE HAVE ANY RESPONSIBILITY FOR USDC, ITS COLLATERALIZATION AND ITS ACTUAL PRICE RELATED TO THE DOLLAR. YOU HOLD USDC IN YOUR WALLET AT YOUR OWN RISK.

(c) You are solely responsible for determining what, if any, taxes apply to your transactions of Digital Assets including sending or receiving dime drops. SZL is not responsible for determining the taxes that apply to Digital Asset transactions.

(d) The App does not store, send, or receive Digital Assets. This is because Digital Assets exist only by virtue of the ownership record maintained on its supporting blockchain, and so any transfer of Digital Assets occurs within the supporting blockchain and not in the Services. The transaction details you submit via the Services may not be completed, or may be substantially delayed, as a result of activity or lack thereof on the blockchain used to process the transaction. Once transaction details have been submitted through your Wallet, SZL cannot assist you to cancel or otherwise modify your transaction or transaction details. SZL makes no warranties or guarantees that a transfer initiated on the Services will successfully transfer title or right in any Digital Asset.

(e) TRANSACTIONS ON THE BLOCKCHAIN ARE IRREVERSIBLE AND IF YOU SEND DIGITAL ASSETS TO AN INCORRECT ADDRESS, OR SEND THE WRONG AMOUNT, SUCH ASSETS MAY BE IRRECOVERABLE.

(f) SZL HAS NO CONTROL OVER, AND MAKES NO REPRESENTATIONS OR WARRANTIES REGARDING, THE SECURITY, FUNCTIONALITY, OR AVAILABILITY OF ANY WALLET.

(g) THE SECURITY OF YOUR WALLET IS ENTIRELY YOUR RESPONSIBILITY.

(h) PRIVATE KEYS TO YOUR WALLET CANNOT BE RECOVERED BY SZL.

(i) SZL IS NOT RESPONSIBLE FOR ANY UNAUTHORIZED ACCESS TO OR USE OF YOUR WALLET OR THE THEFT, LOSS, OR DESTRUCTION OF YOUR DIGITAL ASSETS.

(j) YOU EXPRESSLY UNDERSTAND AND ACKNOWLEDGE THAT ALL TRANSACTIONS CONDUCTED THROUGH THE SERVICES ARE PUBLIC, NOT PRIVATE. RECORDS OF YOUR TRANSACTIONS, INCLUDING THE SENDER ADDRESS, RECIPIENT ADDRESS, TRANSACTION AMOUNT, AND TIMESTAMP, ARE PERMANENTLY RECORDED ON THE BASE BLOCKCHAIN AND VISIBLE TO ANYONE. YOU ACKNOWLEDGE THAT IDENTIFYING INFORMATION MAY BE INFERRED OR DETERMINED FROM YOUR PUBLIC TRANSACTION HISTORY AND THE WALLET ADDRESSES YOU INTERACT WITH. SZL HAS NO ABILITY TO MAKE ANY BLOCKCHAIN TRANSACTION PRIVATE OR TO ERASE ANY TRANSACTION ONCE IT HAS BEEN RECORDED ON THE BLOCKCHAIN. IN ADDITION, THE NATURE OF THE SERVICES IS TO SHOW ON THE APP, THE FLOW OF TRANSACTIONS TO CREATORS FROM USERS. YOU HAVE NO EXPECTATION OF PRIVACY WITH RESPECT TO TRANSACTIONS MADE USING THE SERVICES.

9. DISCLAIMER OF WARRANTIES AND CONDITIONS

(a) As is. YOU EXPRESSLY UNDERSTAND AND AGREE THAT TO THE EXTENT PERMITTED BY APPLICABLE LAW, YOUR USE OF THE SERVICES IS AT YOUR SOLE RISK, AND THE SERVICES ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS, WITH ALL FAULTS. SZL PARTIES EXPRESSLY DISCLAIM ALL WARRANTIES, REPRESENTATIONS, AND CONDITIONS OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT ARISING FROM USE OF THE SERVICES. SZL PARTIES MAKE NO WARRANTY, REPRESENTATION OR CONDITION THAT: (1) THE SERVICES WILL MEET YOUR REQUIREMENTS; (2) YOUR USE OF THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE OR ERROR-FREE; OR (3) THE RESULTS THAT MAY BE OBTAINED FROM USE OF THE SERVICES WILL BE ACCURATE OR RELIABLE. ANY CONTENT DOWNLOADED FROM OR OTHERWISE ACCESSED THROUGH THE SERVICES IS ACCESSED AT YOUR OWN RISK, AND YOU SHALL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR PROPERTY, INCLUDING, BUT NOT LIMITED TO, YOUR COMPUTER SYSTEM AND ANY DEVICE YOU USE TO ACCESS THE SERVICES, OR ANY OTHER LOSS THAT RESULTS FROM ACCESSING SUCH CONTENT. THE SERVICES MAY BE SUBJECT TO DELAYS, CANCELLATIONS AND OTHER DISRUPTIONS. SZL MAKES NO WARRANTY, REPRESENTATION OR CONDITION WITH RESPECT TO SERVICES, INCLUDING BUT NOT LIMITED TO, THE QUALITY, EFFECTIVENESS AND OTHER CHARACTERISTICS OF SERVICES. NO STATEMENT OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED FROM SZL OR THROUGH THE SERVICES WILL CREATE ANY WARRANTY NOT EXPRESSLY MADE HEREIN.

(b) No Liability for Conduct of Third Parties. YOU ACKNOWLEDGE AND AGREE THAT SZL PARTIES ARE NOT LIABLE, AND YOU AGREE NOT TO HOLD SZL PARTIES LIABLE, FOR THE CONDUCT OF THIRD PARTIES, INCLUDING OPERATORS OF EXTERNAL SITES OR WALLETS, AND THAT THE RISK OF INJURY FROM SUCH THIRD PARTIES RESTS ENTIRELY WITH YOU. SZL MAKES NO WARRANTY THAT THE GOODS OR SERVICES PROVIDED BY THIRD PARTIES WILL MEET YOUR REQUIREMENTS OR BE AVAILABLE ON AN UNINTERRUPTED, SECURE, OR ERROR-FREE BASIS. SZL MAKES NO WARRANTY REGARDING THE QUALITY OF ANY SUCH GOODS OR THIRD PARTY SERVICES.

(c) SZL IS NOT AN INVESTMENT OR FINANCIAL ADVISOR OR MONEY TRANSMITTER. SZL SHALL NOT BE LIABLE FOR ANY DAMAGES OR LOSSES RESULTING FROM USE OF THE THIRD PARTY SERVICES OR ANY WALLET.

10. LIMITATION OF LIABILITY AND RELEASE

(a) TO THE EXTENT NOT PROHIBITED BY LAW, IN NO EVENT SHALL SZL BE LIABLE FOR PERSONAL INJURY OR ANY INCIDENTAL, SPECIAL, INDIRECT, OR CONSEQUENTIAL DAMAGES WHATSOEVER, INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF PROFITS, LOSS OF DATA, BUSINESS INTERRUPTION, OR ANY OTHER COMMERCIAL DAMAGES OR LOSSES, ARISING OUT OF OR RELATED TO YOUR USE OF OR INABILITY TO USE THE SERVICES, HOWEVER CAUSED, REGARDLESS OF THE THEORY OF LIABILITY (CONTRACT, TORT, OR OTHERWISE) AND EVEN IF SZL HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OF LIABILITY FOR PERSONAL INJURY, OR OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THIS LIMITATION MAY NOT APPLY TO YOU. In no event shall SZL's total liability to you for all damages (other than as may be required by applicable law in cases involving personal injury) exceed the amount of fifty dollars ($50.00). The foregoing limitations will apply even if the above stated remedy fails of its essential purpose.

(b) Release. To the maximum extent permissible by applicable law, you hereby release SZL Parties and their successors from claims, demands, any and all losses, damages, rights, and actions of any kind, that is either directly or indirectly related to or arises from your use of the Services, including but not limited to, any interactions with or conduct of other Registered Users or Third Party Services of any kind arising in connection with or as a result of these Terms or your use of the Services. To the maximum extent permissible by applicable law, you waive and relinquish any and all rights and benefits otherwise conferred by any statutory or non-statutory law of any jurisdiction that would purport to limit the scope of a release or waiver, including any and all rights and benefits which you have or may have under California Civil Code Section 1542 or any similar law or code in your jurisdiction, which states in substance "A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT OT EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASEE AND THAT, IF KNOWN BY HIM OR HER, WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY." You acknowledge that the releases in these Terms of Service are intended to be as broad and inclusive as permitted by law, and as a complete and continuous release and waiver of liability for any and all use of the Services.

11. INDEMNIFICATION

(a) You agree to defend, indemnify, and hold harmless the SZL parties from and against any and all claims, liabilities, damages, losses, costs, expenses, fees, actions, or demands, including, without limitation, attorney's fees and court costs, alleging or resulting from or in connection with:

(i) your User Content or any content you submit, post, or transmit through the Services;

(ii) your use of, access to, or activities in connection with the Services;

(iii) your violation or breach of any term of these Terms or any applicable law, rule, or regulation;

(iv) your violation of any rights of any third party, including but not limited to any intellectual property rights, publicity rights, confidentiality, property or privacy right;

(v) any misrepresentation made by you;

(vi) any transactions you conduct on or through the Services;

(vii) the actions or omissions of any third party who gains access to the Services using your credentials or through your negligence or intentional acts; or

(viii) your negligence or willful misconduct.

(b) Notification. You agree to promptly notify SZL of any third-party claims.

(c) You shall, at your own expense, assume the defense of any claim subject to indemnification under this provision and shall not settle any such claim without the prior written consent of SZL. SZL shall have the right but not obligation to participate in such defense.

(d) No Limitation. This indemnity shall be applicable without regard to the negligence of any party, including any indemnified person.

(e) Survival. You agree that the provisions in this section will survive any termination of your account, these Terms, and/or your access to the Services.

12. INVESTIGATIONS AND MONITORING

SZL reserves the right, but is not obligated, to monitor or review the Services and Content at any time. Without limiting the foregoing, SZL shall have the right, in its sole discretion, to remove any of your User Content for any reason (or no reason), including if such Content violates these Terms or any applicable law. If SZL becomes aware of any possible violations by you of any provision of these Terms, SZL reserves the right to investigate such violations, and SZL may, at its sole discretion, immediately terminate your use of the Services, or change, alter or remove your User Content, in whole or in part, without prior notice to you. If SZL believes that criminal activity has occurred, SZL reserves the right to disclose any information or materials on or in the Service, including your User Content, in SZL's possession in connection with your use of the Services, to (i) comply with applicable laws, legal process or governmental request, (ii) enforce these Terms, (iii) respond to any claims that your User Content violates the rights of third parties, (iv) respond to your requests for customer service, or (v) protect the rights, property, or personal safety of SZL, its users or the public, and all enforcement or other government officials, as SZL in its sole discretion believes to be necessary or appropriate.

13. DISPUTE RESOLUTION

Any dispute, claim, or controversy arising out of or relating to these Terms or the Services will be resolved exclusively in the state or federal courts of California in San Francisco County. SZL and you each agree to:

(a) Submit to the personal jurisdiction of California courts;

(b) Accept California as the exclusive forum for any disputes;

(c) Waive any right to a jury trial;

(d) Bring any claims within one (1) year of their accrual;

(e) Participate in good faith in informal dispute resolution before filing any legal action.

BOTH PARTIES AGREE TO WAIVE ANY RIGHT TO PARTICIPATE IN A CLASS ACTION LAWSUIT OR CLASS-WIDE ARBITRATION.

Any legal proceedings will be conducted solely on an individual basis. Neither you nor SZL may join or consolidate claims by or against other users, or litigate any claim as a representative or class member in any proceeding.

14. FORCE MAJEURE

SZL shall not be liable for any delay or failure to perform resulting from causes outside its reasonable control, including but not limited to, acts of God, war, terrorism, riots, embargoes, acts of civil or military authorities, fire, floods, accidents, strikes or shortages of transportation facilities, fuel, energy, labor or materials, or failures of telecommunications or internet service providers or Third-Party Services, or any other causes beyond SZL's reasonable control.

15. EXPORT CONTROL

You may not use or otherwise export or re-export the Services except as authorized by United States law and the laws of the jurisdiction in which the Services were obtained. In particular, but without limitation, the Services may not be exported or re-exported (a) into any U.S.-embargoed countries or (b) to anyone on the U.S. Treasury Department's Specially Designated Nationals List or the U.S. Department of Commerce Denied Persons List or Entity List. By using the Services, you represent and warrant that you are not located in any such country or on any such list. You also agree that you will not use these products for any purposes prohibited by United States law, including, without limitation, the development, design, manufacture, or production of nuclear, missile, or chemical or biological weapons.

16. GENERAL PROVISIONS

(a) Term. These Terms commenced on the date you first used the Services and will remain in full force and effect while you use any Services or have an account.

(b) Termination of Services by SZL. SZL is free to terminate (or suspend access to) your use of the Services for any reason in our sole discretion, including your breach of these Terms. SZL has the sole right to decide whether you are in violation of any of the restrictions set forth in these Terms. If we suspend your use of the Services, you may continue to access your Wallet directly or through other services not hosted by us. SZL will not have any liability whatsoever to you for any suspension or termination.

(c) Termination of Services by You. If you want to terminate the Services provided by SZL, you may do so by ceasing your use of the Services. You may continue to access your Wallet directly or through other services not hosted by us.

(d) Survival. All provisions of these Terms which by their nature should survive, shall survive termination of Services, including without limitation, ownership provisions, warranty disclaimers, indemnity, representations and warranties, and limitation of liability.

(e) Effect of Termination. Upon termination of your account or these Terms for any reason: your access to the Services will be terminated. SZL may, but is not obligated to, delete any of your User Content upon termination.

(f) Electronic Communications. You (i) consent to receive communications from SZL in an electronic form; and (ii) agree that all terms and conditions, agreements, notices, disclosures, and other communications that SZL provides to you electronically satisfy any legal requirement that such communications be in writing. This includes, but is not limited to, all legal notices, agreements, disclosures, or other communications that various federal or state laws or regulations may require us to provide to you. You hereby affirmatively consent to receive such electronic communications and acknowledge that you have the ability to access such communications.

(g) Governing Law. These terms are governed by the laws of the State of California, without regard to its conflict of law principles.

(h) Waiver. Any waiver or failure to enforce any provision of these Terms on one occasion will not be deemed a waiver of any other provision or of such provision on any other occasion.

(i) Severability. If any provision of these Terms is found unenforceable, that provision will be severed. Remaining provisions remain in full force and effect. The unenforceable provision will be replaced with a valid provision that most closely matches the original intent. No provision of these Terms shall be construed by any court or other judicial authority against any party hereto by reason of such party's being deemed to have drafted or structured such provisions.

(j) Privacy Policy. Please refer to our Privacy Policy at https://dropdimes.app/privacy for information on how we collect, use and disclose information from our users. You acknowledge and agree that your use of the Services is subject to our Privacy Policy.

(k) Assignment. You may not assign or transfer these Terms, by operation of law or otherwise, without SZL's prior written consent. Any attempt by you to assign or transfer these Terms without such consent will be null and void. SZL may freely assign or transfer these Terms without restriction. Subject to the foregoing, these Terms will bind and inure to the benefit of the parties, their successors and permitted assigns.

(l) Entire Agreement. These Terms are the final, complete and exclusive agreement of the parties with respect to the subject matter hereof and supersedes and merges all prior discussions between the parties with respect to such subject matter.

(m) Contact. If you have any questions, please contact us at support@dropdimes.app.