Last Updated: August 17, 2022

NiftyKit, Inc. (“NiftyKit,” “we,” “us,” or “our”) provides its services and related content to you (“you” or “User”) through its websites and platforms located at www.dropkit.xyz, www.niftykit.com, and any subdomains thereof ( Collectively, the “Site”), subject to these Terms of Use (as amended from time to time, the “Terms”). The Privacy and Cookies Notice and all such additional terms, guidelines, and rules as set forth on the Site are hereby incorporated by reference into these Terms and expressly agreed to and acknowledged by you. These terms govern your access to and use of this Site, as well as all content, functionality, and services offered on or through the Site, including Perks (as defined below) (collectively, the “Services”), and Dropkit Pass NFTs. By signing up for an account on the Site, connecting your Wallet to the Services, or otherwise using or accessing the Services, Perks, or any Dropkit Pass NFTs, you acknowledge that you have read and agree to these Terms.

By agreeing to these Terms, you hereby certify that you are at least 18 years of age. If you do not agree to these Terms, you must not access or use the Site.

PLEASE READ THESE TERMS CAREFULLY, AS THEY CONTAIN AN AGREEMENT TO ARBITRATE AND OTHER IMPORTANT INFORMATION REGARDING YOUR LEGAL RIGHTS, REMEDIES, AND OBLIGATIONS. THE AGREEMENT TO ARBITRATE REQUIRES (WITH LIMITED EXCEPTION) THAT YOU SUBMIT CLAIMS YOU HAVE AGAINST US TO BINDING AND FINAL ARBITRATION, AND FURTHER (1) YOU WILL ONLY BE PERMITTED TO PURSUE CLAIMS AGAINST NIFTYKIT ON AN INDIVIDUAL BASIS, NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY CLASS OR REPRESENTATIVE ACTION OR PROCEEDING, (2) YOU WILL ONLY BE PERMITTED TO SEEK RELIEF (INCLUDING MONETARY, INJUNCTIVE, AND DECLARATORY RELIEF) ON AN INDIVIDUAL BASIS, AND (3) YOU MAY NOT BE ABLE TO HAVE ANY CLAIMS YOU HAVE AGAINST US RESOLVED BY A JURY OR IN A COURT OF LAW.

We reserve the right, at our sole discretion, to change or modify portions of these Terms at any time. If we do this, we will post the changes on this page and will indicate at the top of this page the date these Terms were last updated. We will also notify you, either through the Site user interface, in an email notification, or through other reasonable means. Any such changes will become effective no earlier than fourteen (14) days after they are posted, except that changes addressing new functions of the Site will be effective immediately. Your continued use of the Site after the date any such changes become effective constitutes your acceptance of the new Terms of Use.

1. DEFINITIONS.

“Blockchain” means a decentralized, immutable, public ledger that records transactions across large networks of computer systems.

“Blockchain Account” means an entity on a Blockchain that has carried or carries a balance of cryptocurrency native to that Blockchain and can send transactions on that specific Blockchain (e.g., an Ethereum Blockchain Account holds a balance of ether and can send transactions on Ethereum). A Blockchain Account allows the specified Blockchain ledger to associate a specific token—such as cryptocurrency, an NFT, or another type of crypto token—with a specific Blockchain user.

Blockchain Wallet (“Wallet”) means applications that allow you to interact with and manage your Blockchain Account. Wallets digitally display for the user the assets listed as owned by the user's Blockchain Account. Examples of Wallets are MetaMask, Rainbow, and WalletConnect.

“Collector” means the owner of Dropkit Pass NFT.

“Initial Collector” means the first owner of a Dropkit Pass NFT sold on dropkit.xyz or the first owner of a DropKit NFT transferred from a NiftyKit-related Blockchain Account to another’s Blockchain Account.

“Exclusive Function” means administrative Smart Contract executions and tasks available to the Smart Contract owner.

“External Function” means Smart Contract executions and tasks available by users of a Smart Contract.

“Gas Fee” means the Blockchain transaction fees that Users pay to perform a transaction on a Blockchain.

“Metadata,” used herein, means data that provides information about an NFT’s properties, such as its name, description, traits, and other information found important.

“Mint” means a unique Token (defined below) is formed in compliance with the standards set on the Blockchain used.

“NFT,” also referred herein as “Token,” means a non-fungible token on the Blockchain which represents a copy of a stored digital asset.

“Perks” means experiences or opportunities as determined by NiftyKit in its sole discretion.

“Smart Contract” means Blockchain-stored code that programmatically executes logic that performs various tasks, processes, or transactions that have been programmed into them to respond to a given set of conditions.

“Transaction” means any transactions, including, but not limited to: External Functions, Exclusive Functions, and calls to a Smart Contracts; any tools or applications utilized to interact with or access Blockchains or smart contracts; any other transaction involving use of the Blockchain;

“User” means any person or entity accessing the Site or Services for any purpose.

1. BLOCKCHAIN AND TRANSACTIONS. A Dropkit Pass NFT is a non-fungible Ethereum-based token that uses Smart Contracts on the Ethereum Blockchain. All Dropkit Pass NFTs are outside of the control of any one party, including NiftyKit, and are subject to many risks and uncertainties since they are on the Blockchain. NiftyKit neither owns nor controls Wallets, the Ethereum network, any Blockchain, your browser, or any other third party site, product, or service (including third party Wallets or marketplaces) that you might access, visit, or use for the purpose of enabling you to use the Services or to purchase, list, auction, transfer, or sell Dropkit Pass NFTs, and that, except with respect to transferring control of a Dropkit Pass NFT to the Initial Collector of the Dropkit Pass, NiftyKit has no responsibility with respect to any Transaction. NiftyKit will not be liable for the acts or omissions of any third parties, nor will NiftyKit be liable for any damage that you may suffer as a result of your transactions, Transactions, or any other interaction with any third parties. You understand that your Ethereum public address will be made publicly visible whenever you engage in a Transaction. Aside from transferring control of the Dropkit Pass NFT to the Initial Collector, NiftyKit has no control over the transfer, storage, ownership, or maintenance of the Dropkit Pass NFT.
2. CHANGES TO THE SERVICES. NiftyKit reserves the right to modify or discontinue, temporarily or permanently, the Services (or any part thereof) with or without notice. You agree that NiftyKit will not be liable to you or to any third party for any modification, suspension, or discontinuance of the Services, including in relation to any Dropkit Pass NFT.
3. DROPKIT PASS PERKS. A DropKit Pass NFT Collector may receive special Perks. NiftyKit does not make any representation or guarantee that any Collector will receive any Perks or achieve any particular outcome as a result of owning any DropKit Pass NFT. NiftyKit reserves the right, at its sole discretion, to restrict, limit, or deny any Perks to any Collector, including to limit the period of time when a Perk is available, for any reason, at any time. Perks are not intended to be an endorsement of any project, creator, NFT, individual, or any other thing, and NiftyKit makes no recommendation and provides no investment advice in connection with any Perks or otherwise as a result of holding or owning the Dropkit Pass NFT.
4. MEMBER ACCOUNT, PASSWORD, AND SECURITY. You are responsible for maintaining the confidentiality of your account and password, if any, and are fully responsible for any and all activities that occur under your password or account. You agree to (a) immediately notify NiftyKit of any unauthorized use of your password or account or any other breach of security, and (b) ensure that you exit from your account and at the end of each session when accessing the Services. NiftyKit will not be liable for any loss or damage arising from your failure to comply with this Section.
5. CONNECTING YOUR WALLET. In order to access and use the Services, including engaging in Transactions on the Site or with the Services, you may be required to connect your account to your Wallet or other wallet extensions, or gateways as allowed on the Site. When you link your Wallet, you understand and agree that you are solely responsible for maintaining the security of your Wallet and your control over any Wallet-related authentication credentials, private or public cryptocurrency keys, non-fungible tokens, or cryptocurrencies that are stored in or are accessible through your Wallet. Any unauthorized access to your Wallet by third parties could result in the loss or theft of NiftyKit Pass NFTs, other assets, and/or funds held in your Wallet and any associated Wallets, including any linked financial information such as bank account(s) or credit card(s). NiftyKit is not responsible for managing and maintaining the security of your Wallet. NiftyKit has no responsibility or liability to you for any unauthorized access to or use of your Wallet or if you are unable to locate your credentials. If you notice any unauthorized or suspicious activity in your Wallet that seems to be related to the Services, please notify us immediately.
6. SALE AND TRANSFER OF DROPKIT PASS NFTs. When each Dropkit Pass NFT is transferred to an Initial Collector, the agreement is between NiftyKit and the Initial Collector. If the Initial Collector sells a Dropkit Pass NFT (“Secondary Sale”) or transfers a Dropkit Pass NFT to another, then NiftyKit is not a party to any agreement between the applicable buyer, seller, transferor, or facilitator of the Secondary Sale or applicable transfer. If you or any Collector sells or transfers a Dropkit Pass NFT to another Collector, (a) then you, as Collector, represent and warrant that (a) you will notify the subsequent Collector of these Terms and require the subsequent Collector to comply with these Terms, (b) the Collector License (as defined below) as set forth herein will automatically transfer to such subsequent Collector and the subsequent Collector will be subject to these Terms, and (c) you, as the seller or transferor of such NiftyKit Pass NFT, will cease to have any further rights to such NiftyKit Pass NFT, Perks, or underlying NFT intellectual property. By placing an order on the Site or through the Services (including by bidding in an auction), you agree that you are submitting a binding offer to purchase a Dropkit Pass NFT, you agree to pay all applicable fees associated with the Transaction, and you authorize NiftyKit to automatically charge and collect such fees from your payment instrument or Wallet. If you are an Initial Purchaser, then all amounts due are to be paid to NiftyKit.

Dropkit passes give Collectors access to NiftyKit’s NFT Smart Contract creation and NFT drop tools and services which enable a Collector to Mint and transfer NFTs on the Blockchain.

NiftyKit has three (3) different Dropkit Passes, each with a different percentage of proceeds which NiftyKit receives from the primary sale of any of the Collector’s NFT drops with NiftyKit’s tools and services, if a Dropkit Pass is required to access such tools and services. You acknowledge and agree that NiftyKit receives 5% of primary sales for Collectors of the Basic Creator Pass, 2.5% of primary sales for Collectors of the Advanced Creator Pass, and 0% of primary sales for the Pro Creator Pass (collectively, “Royalties”).NiftyKit has the right to collect Royalties for Dropkit Pass NFT sales in perpetuity. As such, if you sell a Dropkit Pass NFT on a third-party marketplace, you agree to include a statement substantially similar to the following in the description of the NFT: 5% (if the Dropkit Pass is a Basic Creator Pass), 2.5% (if the Dropkit Pass is a Advanced Creator Pass), or 0% (if the Dropkit Pass is a Pro Creator Pass) Royalty Applies. By purchasing a Dropkit Pass NFT, you agree to the Terms of Use located at https://www.dropkit.xyz/terms/." No refunds are permitted except with respect to any statutory warranties or guaranties that cannot be excluded or limited by law.

1. TAXES. You are responsible for any and all sales, use, value-added, and other taxes, duties, and assessments now or hereafter claimed or imposed by any governmental authority associated with your use of the Services, Perks, or Dropkit Pass NFT (including, without limitation, any taxes that may become payable as the result of your ownership, transfer, purchase, or sale of a Dropkit Pass NFT).
2. NIFTYKIT’S INTELLECTUAL PROPERTY RIGHTS. You acknowledge and agree that the Services may contain content or features (“Services Content”) that are protected by copyright, patent, trademark, trade secret, or other proprietary rights and laws. Except as expressly authorized by NiftyKit, you agree not to modify, copy, frame, scrape, rent, lease, loan, sell, distribute, or create derivative works based on the Services or the Services Content, in whole or in part. Any use of the Services or the Services Content other than as specifically authorized herein is strictly prohibited.

NiftyKit’s name and logos are trademarks and service marks of NiftyKit (collectively the “NiftyKit Trademarks”). Other company, product, and service names, and logos used and displayed via the Services may be trademarks or service marks of their respective owners who may or may not endorse or be affiliated with or connected to NiftyKit. Nothing in these Terms or the Services should be construed as granting, by implication, estoppel, or otherwise, any license or right to use any of NiftyKit Trademarks displayed on the Services, without NiftyKit’s prior written permission in each instance. All goodwill generated from the use of NIFTYKIT Trademarks will inure to our exclusive benefit.

1. YOUR INTELLECTUAL PROPERTY RIGHTS. You acknowledge and agree that NIFTYKIT (or, as applicable, its licensors) owns all legal rights, title, and interest in all intellectual property rights of the content underlying Dropkit Pass NFTs (“NFT IP”), including but not limited to copyrights and trademarks in the NFT IP. As the copyright owner, NIFTYKIT has the exclusive right to reproduce, prepare derivatives of, distribute, display, perform and otherwise exercise and exploit the NFT IP, subject to Collector Licenses. Subject to continued compliance with these Terms, NIFTYKIT grants Collector a limited, worldwide, non-assignable and non-transferable (except as part of a Secondary Sale), non-sublicensable, royalty-free license to display the NFT IP solely for the Collector’s non-commercial purposes (except as expressly permitted herein), including the right to display such NFT IP privately or publicly: (i) for the purpose of promoting or sharing the Collector’s purchase of, ownership of, or interest in such Dropkit Pass NFT, (ii) for the purpose of sharing, promoting, discussing, or commenting on such Dropkit Pass NFT or NFT IP; (iii) on third party marketplaces, exchanges, platforms, or applications in association with a Transaction of the Dropkit Pass NFT; and (iv) within decentralized virtual environments, virtual worlds, virtual galleries, virtual museums, or other navigable and perceivable virtual environments (the “Collector License”). While the Collector has the right to sell, trade, transfer, or use their Dropkit Pass NFT, the Collector may not make commercial use of the NFT IP.