Megaphone Terms of Service
Last Updated: May 9, 2025
These Terms of Service (“Terms”) are a binding agreement between you and Contribution Labs, Inc., a Delaware corporation (“Megaphone,” “we,” “us,” or “our”). By accessing or using the Megaphone website (located at https://www.megaphone.xyz and its associated subdomains), platform, or other services (collectively, the “Services”), you acknowledge that you have read, understood, and agree to be bound by these Terms. If you are using the Services on behalf of a company or other entity (such as a brand), you represent that you have the authority to bind that entity to these Terms, and in that case “you” includes both you as an individual and that entity. If you do not agree to these Terms, you must not use the Services.
As used herein, “brand” refers to a company, organization, or business line (or a third-party organizer acting on its behalf) user of the Services (for example, a company that creates forms, campaigns, or cryptocurrency token (“Token”) claim portals using the Services), and “participant” refers to an individual end user who participates in those campaigns (for example, by filling out forms, minting non-fungible tokens (“NFTs”), or claiming Tokens). Both brands and participants are considered “users” and are bound by these Terms.
Our Privacy Policy, located at https://www.megaphone.xyz/privacy-policy (the “Privacy Policy”), describes how we collect, use, and share your personal information. By agreeing to these Terms or otherwise using the Services, you also agree to be bound by the Privacy Policy, which is hereby incorporated into these Terms. Please read our Privacy Policy carefully.
THESE TERMS CONTAIN A BINDING ARBITRATION CLAUSE AND CLASS ACTION WAIVER THAT IMPACT YOUR RIGHTS ABOUT HOW TO RESOLVE DISPUTES. PLEASE READ THEM CAREFULLY.
Table of Contents
Overview of Services and Digital Asset Features
Eligibility and User Obligations
Ownership of the Services, User Content, and Third-Party Content and Links
Fees and Payment Terms
Copyright, Trademark, the DMCA, and Takedowns
Assumption of Risk and Disclaimers
Limitations of Liability
Indemnification
Termination and Suspension
Governing Law and Dispute Resolution
Miscellaneous
1. Overview of Services and Digital Asset Features
Summary: The Services include a Web3 platform that enables brands and consumers to create and participate in digital engagements and campaigns, including creating engagement Forms, minting Commemorative NFTs or Commemorative Tokens, or claiming airdropped Tokens. Below we explain the core features: Forms for data collection, Campaigns, and Token Claims (airdrops). These features are for promotional and commemorative purposes only – they are not investments and have no guaranteed value. The Services provide the technical platform and tools for these features, while the brands or third-party organizers are responsible for the content shown to users and for the creation and ownership of any Tokens or rewards. Megaphone itself is not the issuer of the Tokens or NFTs that brands distribute through the Services.
The Services offer infrastructure for digital campaigns, including form-building, NFT minting, and Token distribution tools, to facilitate brand activations and community engagement. The following modules are core components of the Services:
1.1 Forms – Data Collection and Engagement
The Services enable brands to create and share custom web forms to collect information from participants for various campaign, promotional, and other purposes (“Forms”). Examples of Forms include sign-up forms, surveys, contest entries, or feedback forms related to a brand’s campaign. Key characteristics of the Forms module include:
Data Collection and Sharing: When you (as a participant) fill out a form on the Services, the data you submit (such as your responses, contact details, or other requested data) is shared with the brand that created the form. The Services facilitate this exchange by collecting and storing your responses and making them and certain other data collected from you in accordance with our Privacy Policy available to the brand. The brand may use such data for the purposes stated in the form (for example, to contact winners, to provide rewards, or for marketing follow-up) or otherwise in accordance with that brand’s privacy policy, which you should also review. Megaphone is not responsible for how a brand uses or shares any data it receives through the Services.
Points and Non-Monetary Rewards: A brand may optionally award points or other non-monetary rewards to participants for completing forms. Any such points are akin to loyalty points or game scores and are not financial instruments. They have no cash or redeemable value and do not represent any investment or ownership. Points are purely for recognition, leaderboard rankings, or unlocking certain perks within the campaign, and they cannot be traded or exchanged outside of the Services.
Megaphone’s Role in Forms: Megaphone’s role is solely to provide the technical platform for creating and hosting these forms and to transmit the collected responses to the brand. We do not edit your responses or use your submitted data for our own purposes beyond what is necessary to operate the Services (and as described in our Privacy Policy). We also do not guarantee any outcome from your submission — for example, submitting a form is not a guarantee of receiving a reward or winning a contest, as those decisions are made by the brand. Megaphone does not endorse or verify the content of any form provided by a brand, and any questions or issues regarding a form (such as how your data will be used by the brand) should be directed to that brand.
1.2 Campaigns
The Services also enable brands to run digital campaigns where participants can complete quests that involve onchain or offchain account linking or other actions, in return for points. As part of a campaign, users may have an ability to optionally mint Commemorative NFTs or Commemorative Tokens (collectively, “Campaign Tokens”). These Campaign Tokens are intended as digital collectibles or mementos of experiences or achievements (for example, a souvenir badge for attending a brand’s online event), not as financial instruments or securities. Campaign Tokens include some or all of the following key features and characteristics:
Configurable Features: The brand (campaign organizer) can configure parameters for NFT minting, such as setting a platform service fee for each mint, marking the NFTs as soulbound (non-transferable) or transferable, setting a maximum number of mints per user or in total, and other campaign-specific settings. These configurations will be disclosed in the campaign details provided to users. The brand can also configure activities requiring participants to connect social media accounts such as Twitter, Telegram, or Discord, in order to complete quests related to social media actions such as liking a post, following an account, or joining a message server. When interacting and using such social media accounts, you will be subject to the terms of service agreements and privacy policies applicable to use of such platforms.
Points and Non-Monetary Rewards: A brand may optionally award points or other non-monetary rewards to participants for completing campaign activities. Any such points are akin to loyalty points or game scores and are not financial instruments. They have no cash or redeemable value and do not represent any investment or ownership. Points are purely for recognition, leaderboard rankings, or unlocking certain perks within the campaign, and they cannot be traded or exchanged outside of the Services.
Platform Fees: If a platform service fee is set for a campaign, users may be required to pay a fee (for example, in cryptocurrency) to mint the NFT or Token. Any such fee is a payment for the use of the Services and not a payment for the value of the NFT or Token. In other words, it is not a purchase price for an asset, but a fee for the service of minting. All fees are determined by the campaign organizer (or by Megaphone’s standard fee schedule, as may be amended from time to time) and will be disclosed before you mint the NFT or Token. Fees are non-refundable, including in cases where, for example, you later lose access to the NFT or Token or the perceived value of the NFT or Token changes.
No Purchase or Investment: Minting a Campaign Token does not constitute an investment, sale, or purchase of a security. You understand that any payment by users of fees is for use of the Services and not an investment in the applicable brand, in Megaphone, in the Services, or in anything else. Each Campaign Token itself is provided as a free digital collectible associated with the applicable campaign (and is separate and apart from any related platform service fees and blockchain transaction fees (“gas”)). You are not promised any monetary reward or future profit for minting the Campaign Token, and you should have no expectation of financial return from it. You acknowledge and agree that Campaign Tokens are commemorative in nature and have no intrinsic or guaranteed value.
Soulbound vs. Transferable: If a Campaign Token is designated as “soulbound”, it means it is bound to the wallet to which it was airdropped or first transferred by or through the Services and thereafter cannot be transferred again. Soulbound NFTs are intended to commemorate an achievement (for example, a proof of attendance) and are generally not intended to have a resale market. If the Campaign Token is transferable, it may be transferred after minting. Notwithstanding the foregoing, Megaphone makes no representation that a secondary market for any Campaign Token will exist or that any Campaign Token will have monetary value.
Content and Ownership: The content (images, logos, designs, text, etc.) of a Campaign Token is typically provided by the brand running the applicable campaign. Megaphone does not claim ownership of that content. The Campaign Tokens you mint or receive by airdrop or otherwise through the Services will initially reside in your cryptocurrency wallet, but ownership of a Campaign Token does not grant to you any intellectual property rights in the underlying content of such Campaign Token or any stake in the brand or any exclusive rights to the content beyond ownership of the Campaign Token itself.
Megaphone’s Role in Campaigns: Megaphone’s role in campaigns is solely to provide, through the Services, the technical platform for the organization and display of campaign activities. The brand is responsible for the details and content of the campaign, for any promises or utility tied to a Campaign Token, if any. You acknowledge and agree that the brand is the issuer, through the Services, of Campaign Tokens associated with such brand’s campaigns, and neither Megaphone nor the Services is the issuer (or has promised to issue) any such Campaign Tokens.
1.3 Token Claims – Airdrop Distribution Services
The Services also provide an interface for processing “Token Claims,” which are airdrop distributions of Tokens to participants on behalf of brands. This feature enables brands to distribute their own Tokens (for example, ERC-20 Tokens on Ethereum or other blockchains) (“Brand Tokens”) to participants in a controlled and automated manner. Token Claims are not sales of Brand Tokens by Megaphone or by the brand – they are free distributions (giveaways) of Brand Tokens for promotional or community purposes. The following terms apply to Token Claims:
No Cost for Brand Tokens: Claiming Brand Tokens through the Services does not require you to pay for the Brand Tokens themselves. The Brand Tokens are provided for free by the brand initiating the airdrop. You may be required to pay a platform service fee to Megaphone to facilitate the claim (as described further in Section 4.1) and you will likely need to pay gas fees to receive the Brand Tokens, but you are not purchasing the Brand Tokens. Any fees paid are for the service of distribution and do not constitute a purchase price of the Brand Tokens, which are given without consideration.
Ownership of Brand Tokens: All Brand Tokens distributed via a Token Claim are owned and controlled by the brand that provides them until they are delivered into your wallet. Megaphone does not issue these Brand Tokens, does not take title to them at any point, and does not guarantee their delivery or value. We merely provide technical tools (smart contract interfaces and web forms) for the brand to send you the Brand Tokens they allocate. Once you successfully claim, the Brand Tokens will be delivered directly to the wallet address you provide, via the underlying blockchain network.
No Promises or Expectations: You acknowledge and agree that you have not been given any promise, guarantee, or assurance by Megaphone or by the brand that you will receive any Brand Tokens, or any particular amount of Brand Tokens, through a Token Claim. Even if a Services interface (such as an airdrop allocation checker) indicates that your wallet is eligible to claim a certain allocation, that is not a promise or guarantee that you will actually receive those Brand Tokens — distribution may depend on factors like availability and the brand’s final execution of the airdrop. Participating in a claim is at your own risk and subject to the availability and discretion of the brand’s Token allocation. You further agree that you have not provided any goods, services, or payment in exchange for these Brand Tokens, and you have not taken any action in reliance on receiving them (for example, you did not make an investment or perform work on the assumption you would be rewarded with Brand Tokens).
Platform Fees for Claims: The Services may charge a service fee for facilitating a Token Claim (for example, a small fee payable in cryptocurrency at the time of claim). If such a fee applies, it will be disclosed to you before you finalize the claim. By proceeding with a claim, you agree to pay any such fee. All platform service fees are non-refundable, even if you later lose access to the Brand Tokens or if the Brand Tokens decrease in value. If a claim fails due to technical reasons (such as a smart contract failure or running out of gas), Megaphone may, at its discretion, refund a platform service fee or provide an alternative way to claim, but we are not obligated to do so.
No Megaphone Endorsement: Megaphone does not make any recommendation or endorsement regarding the Brand Tokens being claimed. We do not vet or guarantee the quality, legality, or value of the Brand Tokens. The availability or presence of a Token Claim on the Services does not imply any registration, approval, or review of that Token by Megaphone. All Brand Tokens are provided “as-is” by the brand, and you accept them at your own risk.
Token Functionality and Restrictions: Any terms or restrictions regarding the Token (such as transfer restrictions, lock-up periods, or an expiration date for the claim) are determined by the brand and possibly enforced by the Token’s smart contract. Megaphone is not responsible for how the Token functions or any features or bugs in its smart contract. Be sure you understand any Token-specific rules or limitations (which the brand should disclose) before claiming. If you have questions about what the Token represents or any conditions attached to it, you should ask the brand or refer to information they provide.
Additionally, you should treat airdropped Brand Tokens as having no guaranteed worth. They are a promotional gift from the brand, received at your own risk. Neither the brand nor Megaphone make any promise that the Brand Tokens will have any monetary value or utility now or in the future. They could become worthless, and you should not participate in a Token Claim with any expectation of profit or financial gain.
1.4 Commemorative ERC-20 Tokens
The Services also help brands to create and distribute “Commemorative ERC-20 Tokens,” which are Tokens (for example, ERC-20 or similar standards) deployed as part of cultural or event-based activations. The concept of these Tokens is to commemorate a specific moment, meme, or event with a Token that the community can collect, trade, or hold as a fun badge of participation. Even if Commemorative ERC-20 Tokens utilize bonding curves or other dynamic pricing mechanisms that could allow speculative trading, they are intended solely as commemorative Tokens and not as investment vehicles. We want to be clear about how Commemorative ERC-20 Tokens are presented and governed:
Commemorative Purpose: Commemorative ERC-20 Tokens are inspired by internet memes, trends, brand announcements, news moments, or cultural events, much like other “meme coins” in the crypto world. They are created for entertainment, social interaction, celebratory, and other non-investment purposes — for example, a brand might release a limited Token to mark a viral moment or a special fan event. The primary purpose is fun and community engagement, not financial gain.
No Expectation of Profit: By design, Commemorative ERC-20 Tokens should not create any reasonable expectation of profits for recipients or holders. You should not expect any financial return from obtaining these Tokens. Any value fluctuations are driven by market sentiment and speculation alone, similar to the way a collectible’s value might change, and not due to any promise of business success or revenue. Neither Megaphone nor the issuing brand will undertake efforts to drive up prices of, or otherwise provide profit opportunities with respect to, Commemorative ERC-20 Tokens. There is no underlying business whose success is tied to the value of Commemorative ERC-20 Tokens, and such value, if any, is a product of community enthusiasm and speculative demand.
High Volatility and Risk: Commemorative ERC-20 Tokens may be volatile and highly speculative in nature. It is possible that their price could skyrocket or crash in short time spans, or that they become completely worthless. They have no guaranteed or intrinsic value — they are akin to digital collectibles or points in a game. If you choose to obtain or trade a Commemorative ERC-20 Token, you do so at your own risk, fully aware that you could lose any funds you spend. The Services will typically accompany any Commemorative ERC-20 Token offering with prominent risk disclosures, and by participating you agree to heed those warnings.
Not Securities; No Regulatory Protection: We believe, and design Commemorative ERC-20 Tokens such that, these purely commemorative or meme Tokens are not “securities” under U.S. federal securities laws, because, among other things, Commemorative ERC-20 Tokens are not sold as investments and do not come with any rights to profits or equity. As a result, Commemorative ERC-20 Tokens are not subject to the investor protections of securities laws. By participating in any Commemorative ERC-20 Token campaign on the Services, you acknowledge that you will not have the benefit of traditional investment protections. For example, no registrations, prospectuses, or disclosures are filed with regulators for Commemorative ERC-20 Tokens, and regulators like the SEC or CFTC are unlikely to oversee or protect your purchase. You accept all risk with no expectation of governmental or regulatory rescue.
Bonding Curves & Gamified Mechanics: Some Commemorative ERC-20 Tokens might be distributed or sold via automated market maker or bonding curve contracts, where the price is determined algorithmically based on demand (for instance, each purchase raises the price for the next buyer, and selling might lower the price). While this is a novel, game-like way to distribute Tokens and simulate a market, it is provided for a gamified experience rather than as an investment platform. You should make sure you understand how any such mechanism works before participating. Megaphone does not guarantee the functionality or outcome of any bonding curve or market contract; these are experimental features that carry the risk of smart contract bugs or unpredictable market behavior.
General Disclaimers Apply: All of the general risk warnings and disclaimers described in these Terms (including those in Sections 6 and 7 below) apply fully to Commemorative ERC-20 Tokens. Megaphone does not guarantee any ongoing availability or functionality of a given Commemorative ERC-20 Token, and we reserve the right to halt or refuse to support any Token that we deem problematic or in violation of law or these Terms. The brand launching a Commemorative ERC-20 Token is solely responsible for that Token and for compliance with any applicable laws related to it (for example ensuring no fraud or misleading statements). The Services are only providing the technical tools for issuance or distribution on behalf of brands.
Treat as Memorabilia: In summary, Commemorative ERC-20 Tokens should be treated as digital memorabilia – not stocks, not investments. Approach them as you would a collectible with sentimental or entertainment value, and nothing more. If you are not prepared to possibly lose whatever funds you exchange for a Commemorative ERC-20 Token, do not participate. Megaphone expressly disclaims any liability for any losses related to Commemorative ERC-20 Tokens, as detailed elsewhere in these Terms.
2. Eligibility and User Obligations
Summary: You must be an adult legally permitted to use the Services. You cannot use the Services if you are in certain banned locations or on sanction lists. You are responsible for complying with all laws (including sanctions and export laws) and for paying any taxes due on your activities.
2.1 Age Requirement
You must be at least 18 years old (or the age of legal majority in your jurisdiction) to use the Services. If you are under 18, you may not use the Services without a parent or legal guardian’s consent and supervision. By using the Services, you represent and warrant that you meet this age requirement.
2.2 Compliance with Laws
You are solely responsible for ensuring that your use of the Services is in compliance with all laws, regulations, and obligations applicable to you. You agree not to use the Services if such use violates any law or regulation (including but not limited to securities laws, anti-money laundering laws, anti-fraud laws, or consumer protection laws).
2.3 Sanctions and Geofencing
By using the Services, you represent and warrant that:
No Sanctioned Person: You are not identified on any list of prohibited persons (for example, the U.S. Treasury Department’s Specially Designated Nationals list or other sanctions lists), and you are not an agent or associate of any person on such a list. You are not subject to any sanctions administered by any governmental or regulatory authority (for example, you are not located in or a resident of any country or region that is subject to a comprehensive U.S. embargo or sanctions).
No Prohibited Jurisdiction Use: You are not located in, organized in, or a resident of any country or region that Megaphone designates as a prohibited jurisdiction. Megaphone may restrict or disable the use of the Services from certain jurisdictions in order to comply with the laws of the U.S. or other countries (for example, jurisdictions under trade sanctions or embargo). You agree not to access or use the Services using a VPN, proxy, or other method to circumvent such geoblocks or restrictions.
Legal Eligibility: You have not been suspended or removed from using our Services in the past, and we have not otherwise prohibited you from using the Services.
2.4 Taxes and Reporting
You are solely responsible for determining and fulfilling any tax obligations arising from your use of the Services or any transactions you engage in (such as minting NFTs or claiming Tokens). Megaphone does not provide tax advice. You should consult your own tax advisor regarding any tax consequences. You agree that Megaphone is not responsible for withholding, collecting, reporting, or remitting any taxes for you.
2.5 Prohibited Conduct
You agree not to engage in any of the following activities on or in relation to the Services:
(a) Any activity that violates any applicable law or regulation (including financial services regulations, anti-money laundering laws, sanctions, consumer protection laws, or intellectual property laws).
(b) Any fraudulent, deceptive, or manipulative activity (such as impersonating another person or entity, or attempting to trick others).
(c) Uploading or transmitting any malicious code, viruses, or harmful software.
(d) Attempting to interfere with or disrupt the normal operation of the Services or any other users’ wallets or accounts.
(e) Any other activity that could harm the Services, Megaphone, or any other user.
You also may not access or use the Services for the purpose of monitoring its availability, performance, or functionality, or for any benchmarking or competitive purposes, without Megaphone’s prior written consent. Access to the Services for purposes of competitor research, benchmarking, reverse engineering, or investor due diligence is strictly prohibited. This includes use by current or prospective competitors, investors, partners, or companies offering competing or related services, unless explicitly authorized by Megaphone in writing.
3. Ownership of the Services, User Content, and Third-Party Content and Links
Summary: Megaphone owns the Services and all related technology. You are granted a right to use the Services, but Megaphone owns the Services. Any content you submit (for example, campaign details, logos, form fields, etc.) remains yours (or the applicable brand’s), but you give us permission to use it to provide the Services.
3.1 Megaphone Property
The Services (including our website, software, logos, trademarks, and all content and materials provided by us, excluding User Content) is owned or licensed by Megaphone. We reserve all rights in the Services not expressly granted to you. Under these Terms, we grant you a limited, non-exclusive, non-transferable, revocable license to access and use the Services for their intended purposes (for example, to create a campaign or participate in a Token Claim) in accordance with these Terms. You may not copy, modify, distribute, sell, lease, reverse engineer, or attempt to extract the source code of the Services.
3.2 User Content
Certain features of Megaphone allow users (especially brand users) to input or upload content – for example, text, images, graphics, logos, campaign descriptions, form fields, and other data (collectively, “User Content”). You retain any ownership rights you have in the User Content you submit. By providing or uploading User Content on the Services, you grant Megaphone a worldwide, royalty-free, sublicensable, and transferable license to use, reproduce, modify (for example, reformat or compress), display, and distribute your User Content only for the purpose of operating and promoting the Services. This license enables us, for example, to display your campaign page with your brand’s logo and description, to host and display form questions and responses, or to store and retrieve data needed for the Token Claim process. We will not use your User Content for purposes unrelated to the Services without your permission.
Please note that if you, as a participant, submit User Content as part of a campaign or form created by a brand (for instance, your answers to a form or your entry in a contest), that brand will have access to your submitted content. By using the Services, you give Megaphone permission to share your relevant User Content with that brand as necessary to operate the Services. We expect brands to handle the data you provide in accordance with their own privacy policies and the purpose for which you provided it, but Megaphone is not responsible for the actions or omissions of any brand with respect to the User Content you share with such brand through the Services.
3.3 Responsibility for User Content
You represent and warrant that you have all necessary rights and permissions to submit the User Content to the Services and to grant the license in Section 3.2. You further represent that your User Content: (a) does not infringe or misappropriate any third-party intellectual property or privacy rights; (b) does not violate any applicable law or regulation; and (c) is not defamatory, obscene, or otherwise harmful (both in terms of the content itself and its intended use). You are solely responsible for all User Content you submit. Megaphone does not endorse any User Content submitted by you or other users, and Megaphone is not responsible for it. We reserve the right (but have no obligation) to monitor, remove, or disable any User Content on the Services for any reason, including but not limited to if we believe it violates these Terms or the law.
3.4 Third-Party Content and Links
The Services may include content or links provided by third parties (for example, a link to a brand’s own website, third-party analytics tools, or a blockchain explorer link to view transactions). Megaphone does not endorse or assume any responsibility for any third-party websites, information, content, materials, products, or services. If you access any third-party content or websites via the Services, you do so at your own risk, and you should read the terms of service agreements and privacy policies of those third parties, which will apply to such access. Megaphone is not liable for any damage or loss caused by your use of or reliance on any third-party websites, information, content, materials, products, or services.
4. Fees and Payment Terms
Summary: Using certain features of Megaphone may require you to pay fees (for example, service fees to Megaphone and/or blockchain transaction fees to the network). You are responsible for paying these fees, and they are generally not refundable. We may change our fees in the future, with notice.
4.1 Platform Fees
Some of the Services (such as minting certain NFTs or claiming certain Tokens) may involve paying platform service fees to Megaphone. Any applicable fees will be disclosed to you before you incur them. Fees may be charged in cryptocurrency (for example, you might be required to send a certain amount of ETH or another Token to a specified address or smart contract). By proceeding with a transaction that involves fees, you agree to pay the disclosed fees. All platform service fees are final and non-refundable, except as explicitly stated otherwise by Megaphone. For instance, if a technical failure on our side clearly prevents you from receiving an item after you paid platform service fees, we may choose to refund those fees; however, we are not obligated to refund any fees, and will not refund fees in cases where you change your mind or where the value or utility of what you received did not meet your expectations.
4.2 Gas and Transaction Fees
In addition to any Megaphone platform service fees, your use of blockchain features will require paying gas fees. These fees are paid to third-party miners or validators on the blockchain, not to Megaphone, and we have no control over their pricing. You are solely responsible for ensuring you have enough of the applicable cryptocurrency in your wallet to cover any gas fees when performing blockchain transactions (such as minting an NFT or claiming a Token). Gas fees are non-refundable and are determined by the applicable network’s demand and rules. Megaphone will not reimburse you for gas fees, even if a transaction fails or if you overpay due to changing network conditions. Always double-check transaction details (like recipient addresses and amounts) before confirming any blockchain transaction.
4.3 Changes to Fees
Megaphone may modify its platform service fees or introduce new fees in the future. If we do so, we will strive to provide advance notice (for example, by posting the updated fee information on our website or within the app interface, or via email). Fee changes will not apply retroactively to transactions already completed, but they will apply to any future transactions or usage after the effective date of the change. If you continue to use the Services after a fee change takes effect, that continued use constitutes your acceptance of the new or revised fees.
4.4 No Chargebacks
If you pay any fees via credit card or other fiat payment methods (in cases where we support payments in government-issued currency), you agree not to initiate any chargeback or payment reversal without our consent. If you believe there was an error in billing, you must contact us to attempt to resolve it. Unauthorized chargebacks or reversals of payments may result in immediate termination of your access to the Services (and any account, if applicable).
4.5 Taxes on Fees
Our fees do not include any applicable taxes (unless explicitly stated). You are responsible for any sales, use, value-added, or other taxes or duties payable with respect to your purchase of Services or payment of fees. We reserve the right to collect any taxes we believe we are legally obligated to collect and to add those amounts to your charges. Any such taxes, if collected by us, will be remitted to the appropriate taxing authority as required by law.
5. Copyright, Trademark, the DMCA, and Takedowns
Summary: We don’t want users to upload infringing materials onto the Services, have a process for removing it, and ban repeat infringers. If you believe your User Content was wrongly removed through that process and want it to be reinstated, we have a process for that too.
Megaphone respects the intellectual property of others and requires that users of our Services do the same. We have a policy that includes the removal of any infringing material from the Services and for the termination, in appropriate circumstances, of users of our Services who are repeat infringers. If you believe that anything on our Services infringes a copyright or a trademark that you own or control, you may notify our Designated Copyright or Trademark Agent by filling out our Copyright Report Form or Trademark Report Form, or by contacting:
Copyright and Trademark Agent
Contribution Labs, Inc.
18 Bartol Street #1060
San Francisco, CA 94133
legal@megaphone.xyz
See 17 U.S.C. § 512(c)(3) for the requirements of a proper notification. Also, please note that if you knowingly misrepresent that any activity or material on our Services is infringing, you may be liable to Megaphone for certain costs and damages.
If we remove your User Content in response to a copyright or trademark notice, we will notify you via the Services or email. If you believe your User Content was wrongly removed due to a mistake or misidentification in a copyright notice, you can send a counter notification via our Copyright Counter Notice Form or to our Copyright and Trademark Agent (contact information provided above). Please see 17 U.S.C. § 512(g)(3) for the requirements of a proper counter notification.
6. ASSUMPTION OF RISK AND DISCLAIMERS
SUMMARY: USING MEGAPHONE’S BLOCKCHAIN-BASED SERVICES COMES WITH INHERENT RISKS. YOU USE THE SERVICES AT YOUR OWN RISK. WE MAKE NO GUARANTEES THAT THE SERVICES WILL ALWAYS BE SAFE, SECURE, OR ERROR-FREE OR THAT ANY DIGITAL ASSETS WILL MAINTAIN VALUE. IN SHORT, EVERYTHING IS PROVIDED “AS IS” WITHOUT WARRANTIES. YOU MUST UNDERSTAND THE RISKS OF CRYPTO (VOLATILITY, LOSING ACCESS, REGULATORY UNCERTAINTY, ETC.) BEFORE USING THE SERVICES.
6.1 BLOCKCHAIN AND TECHNOLOGICAL RISKS
YOU UNDERSTAND THAT INTERACTING WITH BLOCKCHAIN-BASED ASSETS (LIKE NFTS AND TOKENS) INVOLVES SIGNIFICANT RISKS. BY USING MEGAPHONE, YOU ACCEPT ALL SUCH RISKS, INCLUDING BUT NOT LIMITED TO:
IRREVERSIBLE TRANSACTIONS: TRANSACTIONS ON BLOCKCHAIN NETWORKS (SUCH AS MINTING AN NFT OR TRANSFERRING A TOKEN) ARE GENERALLY IRREVERSIBLE. IF YOU SEND ASSETS TO THE WRONG ADDRESS OR OTHERWISE MAKE A MISTAKE, NO ONE (INCLUDING MEGAPHONE) CAN UNDO IT. YOU ACKNOWLEDGE AND AGREE THAT MEGAPHONE HAS NO ABILITY TO REVERSE OR UNDO BLOCKCHAIN TRANSACTIONS ONCE THEY ARE CONFIRMED ON THE NETWORK.
WALLET SECURITY: USE OF THE SERVICES TYPICALLY REQUIRES YOU TO HAVE YOUR OWN CRYPTOCURRENCY WALLET (FOR EXAMPLE, METAMASK OR ANOTHER COMPATIBLE WALLET) TO STORE AND MANAGE YOUR DIGITAL ASSETS. YOU ARE SOLELY RESPONSIBLE FOR THE SECURITY OF YOUR WALLET, INCLUDING SAFEGUARDING YOUR PRIVATE KEYS, SEED PHRASE, OR OTHER ACCESS CREDENTIALS. IF YOU LOSE ACCESS TO YOUR WALLET (FOR EXAMPLE, BY LOSING YOUR PRIVATE KEY OR SEED PHRASE, BY BEING HACKED, OR BY OTHERWISE FORGETTING YOUR CREDENTIALS), YOU WILL LIKELY LOSE ACCESS TO ANY DIGITAL ASSETS IN THAT WALLET (INCLUDING NFTS OR TOKENS OBTAINED THROUGH THE SERVICES). MEGAPHONE IS UNABLE TO RECOVER ASSETS FOR YOU IF YOU LOSE ACCESS TO YOUR WALLET, AND YOU ACKNOWLEDGE AND AGREE THAT MEGAPHONE NOT RESPONSIBLE FOR ANY SUCH LOSS.
SMART CONTRACT BUGS AND VULNERABILITIES: THE NFTS AND TOKENS FACILITATED THROUGH MEGAPHONE ARE GOVERNED BY SMART CONTRACTS ON BLOCKCHAIN NETWORKS. SMART CONTRACTS MAY CONTAIN CODING ERRORS OR VULNERABILITIES THAT COULD CAUSE THEM TO MALFUNCTION OR BE EXPLOITED. ADDITIONALLY, THE SMART CONTRACTS OF THE SERVICES (USED FOR THINGS LIKE FACILITATING TOKEN CLAIMS OR NFT MINTS) COULD HAVE BUGS OR VULNERABILITIES. BY USING THE SERVICES, YOU ACKNOWLEDGE THAT THERE IS NO SUCH THING AS PERFECT SOFTWARE, AND YOU ACCEPT THE RISK THAT A BUG, HACK, OR EXPLOIT OF A SMART CONTRACT COULD RESULT IN THE LOSS OF FUNDS OR ASSETS, UNAUTHORIZED TRANSFERS, OR OTHER UNINTENDED CONSEQUENCES. YOU ACKNOWLEDGE AND AGREE THAT MEGAPHONE IS NOT LIABLE FOR ANY LOSSES ARISING FROM SMART CONTRACT VULNERABILITIES OR HACKS (INCLUDING THOSE INVOLVING OUR OWN CONTRACTS), TO THE MAXIMUM EXTENT PERMITTED BY LAW.
BLOCKCHAIN NETWORK ISSUES: THE PERFORMANCE AND RELIABILITY OF OUR SERVICES DEPEND IN PART ON THE PROPER FUNCTIONING OF THIRD-PARTY BLOCKCHAIN NETWORKS (LIKE ETHEREUM OR OTHER SUPPORTED CHAINS). THESE NETWORKS MAY EXPERIENCE CONGESTION, DOWNTIME, OR FAILURES BEYOND MEGAPHONE’S CONTROL. FOR EXAMPLE, TRANSACTIONS MIGHT BE DELAYED OR STUCK DUE TO NETWORK CONGESTION; NETWORK UPGRADES OR FORKS MIGHT AFFECT THE ASSETS YOU HOLD (FOR EXAMPLE, A NETWORK FORK COULD SPLIT TOKENS INTO TWO VERSIONS); AND TRANSACTION COSTS (GAS FEES) MIGHT BECOME VERY HIGH DURING PERIODS OF HEAVY NETWORK USE. YOU ACKNOWLEDGE THAT MEGAPHONE HAS NO CONTROL OVER THESE EXTERNAL NETWORK ISSUES, AND AGREE THAT MEGAPHONE ASSUMES NO RESPONSIBILITY FOR PROBLEMS CAUSED BY SUCH EXTERNAL NETWORK ISSUES, INCLUDING BUT NOT LIMITED TO DELAYED DISTRIBUTION OF TOKENS OR UNEXPECTEDLY HIGH FEES NECESSARY TO COMPLETE TRANSACTIONS.
VOLATILITY OF DIGITAL ASSETS: THE VALUE OF ANY BLOCKCHAIN ASSET (INCLUDING NFTS OR TOKENS YOU MIGHT OBTAIN THROUGH MEGAPHONE CAMPAIGNS) CAN BE HIGHLY VOLATILE AND SUBJECTIVE. PRICES CAN FLUCTUATE DRAMATICALLY OVER SHORT PERIODS OF TIME, AND AN ASSET THAT IS VALUABLE TODAY MAY BECOME WORTHLESS IN THE FUTURE. YOU ACKNOWLEDGE AND ACCEPT ALL CONSEQUENCES OF THIS MARKET VOLATILITY. DO NOT PARTICIPATE IN ANY CAMPAIGN OR CLAIM IF YOU ARE NOT PREPARED FOR THE POSSIBILITY THAT THE TOKENS OR NFTS COULD LOSE VALUE, POTENTIALLY DROPPING TO ZERO, OR THAT YOU MIGHT NOT BE ABLE TO SELL THEM. BY USING MEGAPHONE, YOU ACKNOWLEDGE THAT MEGAPHONE DOES NOT GUARANTEE OR INFLUENCE THE VALUE OF ANY TOKEN OR NFT.
REGULATORY UNCERTAINTY: BLOCKCHAIN TECHNOLOGIES AND DIGITAL ASSETS ARE SUBJECT TO EVOLVING LAWS AND REGULATIONS IN VARIOUS JURISDICTIONS. REGULATORY ACTIONS OR CHANGES IN LAW COULD SEVERELY IMPACT THE USE, TRANSFER, OR LEGALITY OF CERTAIN TOKENS OR NFTS. FOR EXAMPLE, REGULATORS COULD DETERMINE THAT A CERTAIN TOKEN IS AN UNREGISTERED SECURITY OR OTHERWISE ILLEGAL, OR THEY COULD BAN CERTAIN CRYPTO-RELATED ACTIVITIES ENTIRELY. YOU UNDERSTAND THAT MEGAPHONE DOES NOT GUARANTEE THAT ANY TOKEN, NFT, OR FEATURE OF THE SERVICES IS LEGAL OR WILL REMAIN LEGAL IN EVERY JURISDICTION. YOU ARE RESPONSIBLE FOR UNDERSTANDING AND COMPLYING WITH ANY LAWS THAT APPLY TO YOUR USE OF OUR SERVICES AND THE ASSETS YOU INTERACT WITH.
6.2 NO INVESTMENT ADVICE; NO FIDUCIARY DUTY
THE SERVICES DO NOT PROVIDE LEGAL, FINANCIAL, OR INVESTMENT ADVICE. THE CONTENT AND INFORMATION AVAILABLE THROUGH THE SERVICES ARE FOR GENERAL INFORMATIONAL AND FUNCTIONAL PURPOSES ONLY. NOTHING WE OR ANY USER (SUCH AS A BRAND) COMMUNICATES ON THE SERVICES SHOULD BE CONSTRUED AS AN OFFER TO BUY OR SELL ANY ASSET, OR AS ADVICE TO MAKE ANY INVESTMENT DECISION. YOU ARE SOLELY RESPONSIBLE FOR YOUR DECISIONS AND FOR EVALUATING THE RISKS ASSOCIATED WITH ANY DIGITAL ASSET OR CAMPAIGN. ADDITIONALLY, YOUR USE OF MEGAPHONE DOES NOT CREATE ANY FIDUCIARY RELATIONSHIP BETWEEN YOU AND MEGAPHONE — WE ARE NOT YOUR BROKER, ADVISOR, OR AGENT, AND WE DO NOT HAVE ANY SPECIAL DUTY TO ACT IN YOUR BEST INTEREST. YOU USE THE SERVICES AT YOUR OWN RISK.
6.3 NO WARRANTIES
MEGAPHONE PROVIDES THE SERVICES TO YOU ON AN “AS IS” AND “AS AVAILABLE” BASIS. TO THE MAXIMUM EXTENT PERMITTED BY LAW, MEGAPHONE (INCLUDING OUR OFFICERS, DIRECTORS, EMPLOYEES, LICENSORS, SERVICE PROVIDERS, AND AGENTS) DISCLAIMS ALL WARRANTIES AND REPRESENTATIONS, EXPRESS, IMPLIED, OR STATUTORY, REGARDING THE SERVICES. THIS INCLUDES ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, AND ANY WARRANTIES ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE. MEGAPHONE DOES NOT WARRANT THAT THE SERVICES WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS; THAT ACCESS TO THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE; OR THAT ANY DEFECTS OR ERRORS IN THE SERVICES WILL BE CORRECTED. MEGAPHONE MAKES NO GUARANTEE REGARDING THE ACCURACY OR RELIABILITY OF ANY INFORMATION ON THE SERVICES. YOU ASSUME ALL RISK FOR ANY HARM OR LOSS THAT RESULTS FROM YOUR USE OF THE SERVICES.
6.4 NO GUARANTEE OF ASSETS OR VALUE
MEGAPHONE DOES NOT GUARANTEE THE EXISTENCE, QUALITY, OR VALUE OF ANY DIGITAL ASSET OR REWARD (SUCH AS AN NFT, TOKEN, OR POINTS) THAT IS MINTED, CLAIMED, EARNED, OR TRADED USING OUR SERVICES. WE DO NOT GUARANTEE THAT ANY TOKENS OR NFTS WILL HOLD ANY PARTICULAR VALUE OR THAT YOU WILL BE ABLE TO SELL OR TRANSFER THEM. ALL SUCH ASSETS (AND ANY IN-SERVICES POINTS OR REWARDS) ARE SPECULATIVE AND NOT ENDORSED BY MEGAPHONE. YOU ACKNOWLEDGE THAT THE ENTIRE RISK OF USING OR OBTAINING ANY DIGITAL ASSET THROUGH THE SERVICES LIES WITH YOU. MEGAPHONE WILL NOT BE RESPONSIBLE IF ANY ASSET DISAPPEARS OR BECOMES INACCESSIBLE (FOR EXAMPLE, IF A TOKEN’S SMART CONTRACT IS ABANDONED BY ITS ISSUER OR IF AN NFT’S OFF-CHAIN DATA BECOMES UNAVAILABLE), OR IF AN ASSET IS UNSATISFACTORY TO YOU FOR ANY REASON.
6.5 THIRD-PARTY SERVICES; NO LIABILITY FOR OTHERS
THE SERVICES MAY INCLUDE, INTERACT WITH, OR RELY ON HARDWARE, SOFTWARE, OR SERVICES PROVIDED BY THIRD PARTIES. THIS INCLUDES, FOR EXAMPLE, WEB3 WALLET PROVIDERS (TO MANAGE YOUR CRYPTO ASSETS), BLOCKCHAIN NODE OPERATORS AND NETWORKS, IPFS OR OTHER DECENTRALIZED STORAGE NETWORKS FOR NFT METADATA, OR THIRD-PARTY ANALYTICS OR PLUGINS INTEGRATED INTO THE SERVICES. MEGAPHONE IS NOT RESPONSIBLE FOR ANY THIRD-PARTY SERVICES AND MAKES NO GUARANTEES ABOUT THEIR PERFORMANCE OR RELIABILITY. IF A THIRD-PARTY SERVICE (SUCH AS YOUR WALLET, AN EXCHANGE, OR A BLOCKCHAIN NETWORK) FAILS OR BEHAVES UNEXPECTEDLY, THAT IS OUTSIDE OF MEGAPHONE’S CONTROL. YOU ACKNOWLEDGE AND AGREE THAT MEGAPHONE HAS NO LIABILITY FOR ANY ISSUES OR LOSSES CAUSED BY THE ACTS OR OMISSIONS OF THIRD PARTIES. YOU SHOULD ENSURE YOU TRUST AND UNDERSTAND ANY THIRD-PARTY TOOLS OR SERVICES YOU USE IN CONNECTION WITH OR THROUGH THE SERVICES.
6.6 LIMITED APPLICABILITY FOR CERTAIN JURISDICTIONS
NOTHING IN THESE TERMS IS INTENDED TO EXCLUDE OR LIMIT ANY WARRANTY THAT MAY NOT BE LAWFULLY EXCLUDED OR LIMITED UNDER APPLICABLE LAW (FOR EXAMPLE, CERTAIN STATUTORY WARRANTIES THAT CANNOT BE WAIVED UNDER LOCAL LAW). SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES. IN SUCH JURISDICTIONS, THE ABOVE DISCLAIMERS AND LIMITATIONS SHALL APPLY TO YOU TO THE FULLEST EXTENT PERMITTED BY LAW
7. LIMITATION OF LIABILITY
SUMMARY: MEGAPHONE’S LIABILITY TO YOU IS EXTREMELY LIMITED. WE ARE NOT RESPONSIBLE FOR THINGS LIKE LOST PROFITS, LOST DATA, OR LOST DIGITAL ASSETS. IF YOU SUFFER LOSSES OR DAMAGES FROM USING THE SERVICES, OUR MAXIMUM LIABILITY IS LIMITED (OFTEN TO WHAT YOU PAID US, IF ANYTHING). SOME TYPES OF LOSSES MAY NOT BE RECOVERABLE FROM US AT ALL. READ THIS SECTION CAREFULLY SO YOU UNDERSTAND THE LIMITS ON MEGAPHONE’S OBLIGATIONS.
7.1 LIMITATION ON TYPES OF DAMAGES
TO THE FULLEST EXTENT PERMITTED BY LAW, MEGAPHONE, ITS AFFILIATES, AND EACH OF THEIR RESPECTIVE EMPLOYEES, AGENTS, OFFICERS, DIRECTORS, LICENSORS, AND SERVICE PROVIDERS, WILL NOT BE LIABLE TO YOU FOR DAMAGES OF ANY KIND, UNDER ANY LEGAL THEORY, ARISING OUT OF OR IN CONNECTION WITH YOUR USE, OR INABILITY TO USE, THE SERVICES, OR ANY CONTENT ON THE SERVICES, INCLUDING ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO, PERSONAL INJURY, PAIN AND SUFFERING, EMOTIONAL DISTRESS, LOSS OF PROFITS, REVENUES, GOODWILL, OPPORTUNITY, BUSINESS, OR DATA, AND WHETHER CAUSED BY TORT (INCLUDING NEGLIGENCE), BREACH OF CONTRACT, OR OTHERWISE, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR OTHERWISE FORESEEABLE. THIS LIMITATION APPLIES REGARDLESS OF THE CAUSE OF ACTION, WHETHER THE CLAIM IS BASED IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR ANY OTHER LEGAL THEORY. NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THESE TERMS, NOTHING IN THESE TERMS EXCLUDES OR LIMITS LIABILITY FOR FRAUD, FRAUDULENT MISREPRESENTATION, OR FOR DEATH OR PERSONAL INJURY CAUSED BY GROSS NEGLIGENCE.
THE FOREGOING DOES NOT AFFECT ANY LIABILITY THAT CANNOT BE EXCLUDED OR LIMITED UNDER APPLIABLE LAW.
7.2 SPECIFIC SITUATIONS OF NO LIABILITY
WITHOUT LIMITING THE GENERALITY OF THE ABOVE, MEGAPHONE WILL NOT BE LIABLE FOR ANY DAMAGES, LOSS, OR INJURY RESULTING FROM OR RELATED TO:
UNSUCCESSFUL TOKEN CLAIMS OR NFT MINTS: IF YOU ATTEMPT TO PARTICIPATE IN A CAMPAIGN (FOR EXAMPLE, BY CLAIMING A TOKEN OR MINTING AN NFT) AND YOU DO NOT SUCCEED — WHETHER BECAUSE THE CAMPAIGN ENDED, YOU WERE TOO LATE, TECHNICAL ERRORS OCCURRED, OR ANY OTHER REASON — WE ARE NOT LIABLE TO YOU FOR ANY MISSED OPPORTUNITY OR ANY FEES OR COSTS YOU INCURRED. THERE IS NO GUARANTEE THAT ANY GIVEN CAMPAIGN WILL BE AVAILABLE OR THAT YOU WILL RECEIVE ANY ASSET, AND YOU ACCEPT THAT RISK WHEN PARTICIPATING.
PLATFORM DOWNTIME OR UNAVAILABILITY: THE SERVICES MAY BE UNAVAILABLE OR INACCESSIBLE FROM TIME TO TIME DUE TO MAINTENANCE, TECHNICAL ISSUES, NETWORK FAILURES, OR OTHER REASONS. YOU ACKNOWLEDGE AND AGREE THAT MEGAPHONE IS NOT LIABLE FOR ANY LOSSES (FOR EXAMPLE, INABILITY TO CLAIM AN ASSET OR LOSS OF POTENTIAL VALUE) THAT YOU SUFFER DUE TO ANY DOWNTIME, INTERRUPTION, OR UNAVAILABILITY OF THE SERVICES.
PRICE VOLATILITY OR ASSET VALUE CHANGES: MEGAPHONE HAS NO RESPONSIBILITY FOR THE MARKET VALUE OF ANY TOKEN OR NFT. IF THE PRICE OR VALUE OF ANY DIGITAL ASSET OBTAINED THROUGH OUR SERVICES DECREASES OR INCREASES, OR IF YOU OTHERWISE SUFFER ANY LOSS RELATED TO PRICE FLUCTUATION OR LACK OF LIQUIDITY, THAT IS SOLELY YOUR RISK AND RESPONSIBILITY. WE DO NOT COMPENSATE USERS FOR CHANGES IN MARKET CONDITIONS OR OUTCOMES OF SPECULATIVE TRADING BEHAVIOR.
LOSS OF DIGITAL ASSETS OR SECURITY BREACHES: YOU ACKNOWLEDGE AND AGREE THAT, IF YOU LOSE CRYPTO ASSETS (TOKENS, NFTS, OR OTHER BLOCKCHAIN-BASED VALUE) OR IF THEY ARE STOLEN OR COMPROMISED DUE TO YOUR OWN ACTIONS OR INACTIONS, OR DUE TO A SECURITY BREACH, MEGAPHONE IS NOT LIABLE. FOR EXAMPLE, IF YOUR WALLET IS HACKED OR YOU FALL VICTIM TO A SCAM, OR IF YOU SEND YOUR ASSETS TO THE WRONG ADDRESS, MEGAPHONE IS NOT RESPONSIBLE FOR THOSE LOSSES. LIKEWISE, IF THERE IS A SMART CONTRACT VULNERABILITY OR EXPLOIT THAT AFFECTS A CAMPAIGN’S TOKENS OR NFTS, YOU ACKNOWLEDGE AND AGREE THAT MEGAPHONE IS NOT RESPONSIBLE FOR ANY RESULTING LOSS OF ASSETS, EXCEPT TO THE EXTENT THAT APPLICABLE LAW REQUIRES OTHERWISE.
ADDITIONALLY, IN NO EVENT WILL MEGAPHONE’S TOTAL CUMULATIVE LIABILITY TO YOU FOR ALL CLAIMS ARISING OUT OF OR RELATED TO THESE TERMS OR THE SERVICES EXCEED THE GREATER OF: (A) THE TOTAL AMOUNT OF FEES YOU PAID TO MEGAPHONE IN THE SIX (6) MONTHS PRIOR TO THE EVENT GIVING RISE TO THE LIABILITY; OR (B) ONE HUNDRED U.S. DOLLARS (USD $100). THE EXISTENCE OF MULTIPLE CLAIMS OR EVENTS WILL NOT ENLARGE THIS CAP. THIS LIMITATION OF LIABILITY IS AN ESSENTIAL BASIS OF THE BARGAIN BETWEEN YOU AND MEGAPHONE, AND WITHOUT IT, THE TERMS AND PRICING OF THE SERVICES WOULD BE DIFFERENT.
7.3 RELEASE
TO THE MAXIMUM EXTENT PERMITTED BY LAW, YOU RELEASE MEGAPHONE AND ITS AFFILIATES, AND EACH OF THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, LICENSORS, AND SERVICE PROVIDERS, FROM ANY AND ALL CLAIMS, LIABILITIES, OBLIGATIONS, AND DAMAGES OF ANY KIND, ARISING FROM OR IN ANY WAY RELATED TO DISPUTES BETWEEN USERS OF THE SERVICES OR BETWEEN A USER AND ANY THIRD PARTY IN CONNECTION WITH THE USE OF THE SERVICES. FOR EXAMPLE, IF YOU HAVE A DISPUTE WITH A BRAND OVER A CAMPAIGN (SUCH AS A DISAGREEMENT ABOUT WHETHER YOU QUALIFIED FOR A REWARD), YOU RELEASE US FROM ANY CLAIMS, DEMANDS, AND DAMAGES ARISING OUT OF OR RELATED TO THAT DISPUTE.
7.4 LIMITED APPLICABILITY FOR CERTAIN JURISDICTIONS
NOTHING IN THESE TERMS IS INTENDED TO EXCLUDE OR LIMIT ANY RIGHT OR LIABILITY THAT MAY NOT BE LAWFULLY EXCLUDED OR LIMITED UNDER APPLICABLE LAW (FOR EXAMPLE, CERTAIN REMEDIES THAT CANNOT BE WAIVED UNDER LOCAL LAW). SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN DAMAGES. IN SUCH JURISDICTIONS, THE ABOVE LIMITATIONS SHALL APPLY TO YOU TO THE FULLEST EXTENT PERMITTED BY LAW.
8. Indemnification
Summary: If your use of Megaphone or your actions violate the law or these Terms and cause us to face legal claims or other harm, you agree to compensate (indemnify) us for the costs and damages.
You agree to indemnify, defend, and hold harmless Megaphone, its affiliates, and their respective officers, directors, employees, agents, licensors, and service providers (collectively, the “Indemnified Parties”) from and against any and all third-party claims, demands, lawsuits, investigations, liabilities, damages, losses, and expenses (including reasonable attorneys’ fees and costs) that arise out of or relate to:
(a) your use or misuse of the Services (including any obligations you owe to third parties as a result of your use of the Services),
(b) your violation of these Terms or of any applicable law or regulation,
(c) your User Content (for example, if the content you uploaded infringes a third party’s intellectual property or privacy rights), or
(d) your fraud, negligence, or willful misconduct.
This indemnification means that if a third party (including but not limited to a government agency) sues or investigates Megaphone because of something you did, you will cover our costs and liabilities. For example, if you (as a brand) distribute a Token via Megaphone that is later alleged to infringe a third party’s intellectual property or is deemed an unregistered security in a particular jurisdiction, and Megaphone is sued or penalized as a result, you agree to pay for all costs, fines, and damages we incur. Similarly, if you (as a participant user) try to circumvent our geofencing and use the Services from a sanctioned region, leading to legal action against Megaphone, you would be responsible for those costs.
Megaphone reserves the right to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, and in such cases you agree to cooperate with our defense of that claim. You agree not to settle any such claim without our prior written consent.
Your indemnification obligations will continue even after you stop using the Services or after any termination or expiration of these Terms.
9. Termination and Suspension
Summary: We can terminate or suspend your access to Megaphone at any time and for any reason (for example, if you violate these Terms or if required by law). You can stop using the Services at any time. Certain provisions of these Terms will continue to apply even after termination.
9.1 Voluntary Termination by You
You may stop using the Services at any time. If user accounts are applicable to the Services and you have created an account, you may delete your account or discontinue use of Megaphone at any time. Please note that any blockchain transactions you have initiated (such as NFTs minted or Tokens claimed) are recorded on the blockchain and generally cannot be reversed or deleted by Megaphone.
9.2 Suspension or Termination by Megaphone
We may, at our sole discretion, suspend, disable, or terminate your access to all or part of the Services (including any account, if applicable) at any time and for any reason, without liability to you. For example, we might do this if: (a) we believe you have violated these Terms or any applicable law; (b) we suspect fraudulent, abusive, or illegal activity by you; (c) you are identified as a sanctioned or prohibited person or are using the Services from a prohibited jurisdiction; (d) you engage in conduct that we believe is harmful to other users, third parties, or our interests; or (e) we decide to discontinue the Services or a portion of them. We may (but are not obligated to) provide you notice of any such suspension or termination. In some cases, we may need to suspend your access while we investigate potential misconduct.
9.3 Effect of Termination
Upon any termination of these Terms or suspension/termination of your access to the Services: (a) all rights and licenses granted to you under these Terms will immediately cease; and (b) you must cease all use of the Services, and if you have an account, you should delete it or stop using it. Termination of access or of these Terms will not affect any provisions of these Terms which are by their nature intended to survive, as outlined in Section 9.4.
9.4 Survival
Any provision of these Terms that by its nature should survive termination shall survive. This includes, without limitation, Sections 2 (Eligibility and User Obligations), 3.2 (User Content license to Megaphone), 4 (Fees and Taxes, to the extent any fees remain unpaid), 5 (Copyright, Trademark, the DMCA, and Takedowns), 6 (Assumption of Risk and Disclaimers), 7 (Limitation of Liability), 8 (Indemnification), 9.3 (Effect of Termination), 9.4 (Survival), 10 (Governing Law and Dispute Resolution), and 11 (Miscellaneous).
10. Governing Law and Dispute Resolution
Summary: Any disputes related to these Terms or the Services will generally be resolved through binding individual arbitration (not in court), except for a few specific types of disputes. You waive your right to a jury trial and to participate in class actions, to the extent permitted by law. California law governs these Terms (except for its conflict of law rules).
10.1 Governing Law
These Terms, and any dispute, claim, or controversy arising out of or in connection with these Terms or your use of the Services (collectively, “Disputes”), shall be governed by and construed in accordance with the laws of the State of California, USA, without regard to its conflict of laws principles. However, if you are using the Services as a consumer in a jurisdiction that requires the application of that jurisdiction’s consumer protection or privacy laws, then nothing in this Section 10.1 will prevent those laws from applying for your benefit where mandated by law.
10.2 Arbitration Agreement
Agreement to Arbitrate: You and Megaphone agree that any Dispute shall be resolved through final and binding arbitration, rather than in court, except as expressly provided below.
Opt-Out Right: You have the right to opt out of this arbitration agreement by sending us written notice of your decision within 30 days of first accepting these Terms. The notice must be sent to legal@megaphone.xyz or to our mailing address in Section 10.8, and must clearly state your intent to opt out of arbitration under these Terms.
Arbitration Procedures: The arbitration will be administered by a neutral arbitration provider selected by Megaphone, in its sole discretion (such as the American Arbitration Association, AAA), in accordance with its applicable rules (including consumer-specific rules for individuals, if applicable). The arbitration shall take place in the State of California, or another mutually agreed location, or remotely via videoconference, at our discretion. The language of the arbitration shall be English. The arbitrator will have exclusive authority to resolve any dispute relating to the interpretation, applicability, enforceability, or formation of this arbitration agreement, including any claim that all or part of this arbitration agreement is void or voidable.
Exceptions to Arbitration: Notwithstanding the above, you and Megaphone each retain the right to: (a) bring an individual action in small claims court if the claim is within that court’s jurisdiction; or (b) seek injunctive or other equitable relief in a court of competent jurisdiction to prevent actual or threatened infringement, misappropriation, or violation of a party’s copyrights, trademarks, trade secrets, patents, or other intellectual property rights.
10.3 Judicial Forum for Non-Arbitration Disputes
If for any reason the arbitration agreement in Section 10.2 is found to be unenforceable or unlawful, or if you have opted out of arbitration, then (i) you and Megaphone agree that any Dispute arising out of or in connection with these Terms or your use of the Services shall be resolved by a state or federal court located in San Francisco County, California USA, and you and Megaphone consent to venue and personal jurisdiction in those courts; (ii) you agree to waive any objection to such courts based on inconvenient forum or other jurisdictional grounds; and (iii) you and Megaphone waive any right to a jury trial to the extent permitted by law
10.4 No Class Actions
Whether in arbitration or court, you and Megaphone agree that disputes will be resolved solely on an individual basis and will not be brought as part of any class or representative action.
10.5 Time Limit to Bring Claims
To the extent permitted by applicable law, any claim or cause of action you have arising out of or related to these Terms or your use of the Services must be filed within twelve (12) months after such claim or cause of action arose. If you do not file within this time period, that claim or cause of action will be forever barred, regardless of any statute or law that might provide for a longer period.
11. Miscellaneous
Summary: Finally, some general legal terms. These Terms (together with incorporated policies) form the entire agreement between you and Megaphone regarding the Services. We can update these Terms, and if some parts are invalid the remaining parts still stand. You cannot transfer your rights under these Terms to someone else without permission. These Terms don’t make us partners or agents. A failure to enforce a provision isn’t a waiver. We also provide information on how we will give notices and how you can contact us.
11.1 Modifications to Terms
Megaphone at its discretion may update or revise these Terms from time to time. If we make a material change, we will notify users by posting the updated Terms on our website (and/or through other communications, such as an email or an in-Services notification). We will update the “Last Updated” date at the top of this document when we make changes. You are responsible for reviewing any updated Terms. Your continued use of the Services after the effective date of the revised Terms constitutes your acceptance of the changes. If you do not agree to the new Terms, you must stop using the Services.
11.2 Entire Agreement
These Terms (together with any policies or supplemental terms expressly incorporated by reference, such as our Privacy Policy and any specific rules or guidelines for particular campaigns or features) constitute the entire agreement between you and Megaphone regarding the Services. They supersede all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral, regarding the Services. No oral or written information or advice provided by us (for example, via customer support or community channels) will create any commitment or warranty that is not expressly stated in these Terms.
11.3 Severability
If any provision of these Terms is held to be invalid, illegal, or unenforceable by a court or arbitrator of competent jurisdiction, that provision shall be enforced to the maximum extent permissible, and the remaining provisions of these Terms will remain in full force and effect. You and Megaphone each agree that the court or arbitrator should endeavor to give effect to the parties’ intentions as reflected in the provision, to the extent possible.
11.4 No Waiver
Our failure to exercise or enforce any right or provision of these Terms will not operate as a waiver of that right or provision. Any waiver of any provision of these Terms must be in writing and signed by an authorized representative of Megaphone to be effective. If we do waive any right or remedy, we are not waiving our ability to exercise that or any other right or remedy in the future.
11.5 Assignment
You may not assign or transfer these Terms or any of your rights or obligations under these Terms without our prior written consent. Any attempt by you to assign these Terms without consent will be null and void. Megaphone may freely assign or transfer these Terms, or any of our rights and obligations hereunder, at our discretion. For example, we may transfer these Terms to a successor entity in the event of a merger, acquisition, or sale of assets, or to an affiliate or as part of a corporate reorganization. These Terms will be binding upon and inure to the benefit of any permitted successors or assigns.
11.6 Relationship of Parties
Nothing in these Terms shall be construed to create any partnership, joint venture, franchisor-franchisee, employer-employee, or agency relationship between you and Megaphone. You and Megaphone are independent parties.
11.7 Force Majeure
Neither Megaphone nor you will be liable for any delay or failure in performance (except for any payment obligations) due to events outside the reasonable control of the affected party. Such events include, but are not limited to, acts of God, natural disasters, war, terrorism, riots, labor disputes or strikes, fires, power or Internet failures, government actions, or the failure of third-party service providers or networks. The party claiming force majeure shall give notice to the other party as soon as reasonably feasible of the force majeure event and will make reasonable efforts to resume performance as soon as possible.
11.8 Notices
Megaphone may provide notices or communications to you by posting them within the Services (for example, on our website or via an in-app notification), by emailing them to an email address you provide, or through other reasonable means. You agree that such electronic notices are, and have the same meaning and effect as, written notices.
If you need to give notice to Megaphone (for example, to assert a breach of these Terms or to make an indemnification claim), you must send it in writing to our corporate mailing address: Contribution Labs, Inc., 18 Bartol Street #1060, San Francisco, CA 94133, USA, or to any other address we designate in writing for this purpose. For general inquiries, you can contact us at legal@megaphone.xyz. Notices from you to Megaphone are deemed given: (a) if delivered by email, on the date the email is sent (provided you do not receive an error or bounce-back message); or (b) if delivered by courier or postal mail, on the date of confirmed delivery to our address.
11.9 Privacy Policy and Other Policies
As noted above, your use of the Services is also subject to our Privacy Policy, which is incorporated into these Terms by reference. By using the Services, you confirm that you have read and agree to the Privacy Policy. Additionally, if we have provided any additional guidelines, rules, or supplemental terms for specific services or features (for example, a particular brand’s campaign rules or community guidelines), those additional terms are also incorporated into these Terms. In the event of a conflict between these Terms and any supplemental terms specific to a service, the supplemental terms will govern for that specific service or feature (unless the supplemental terms expressly state otherwise).
11.10 No Third-Party Beneficiaries
These Terms are for the benefit of you and Megaphone (and our respective successors and permitted assigns). Except as explicitly provided in these Terms, nothing in these Terms is intended to confer any rights or remedies on any third party. This means that no third party (other than Megaphone’s affiliates, licensors, service providers, as stated, or indemnitees covered by Section 8) has any rights to enforce any provision of these Terms.
11.11 Headings, Summaries, and Interpretation
The section titles and the brief summaries at the beginning of each section in these Terms are for convenience and readability only; they do not have any legal effect. They do not define, limit, or describe the scope or intent of any provisions. Additionally, in these Terms, the words “including” and “include” mean “including, but not limited to.” Any references to “laws” or “legal requirements” refer to the then-current laws, rules, regulations, or ordinances that are applicable, as amended from time to time.
11.12 Language
These Terms are written in English. Any translation of these Terms into another language is provided for convenience only. In the event of any discrepancy or conflict between the English version and a translated version of these Terms, the English version will prevail.
By using the Services, you acknowledge that you have read these Terms, understand them, and agree to be bound by them. If you have any questions or concerns about these Terms, please contact us before using the Services. Thank you for using the Services, and we hope you enjoy the Services in a safe and responsible manner!