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Popset Terms of Service

Effective Date: June 18, 2024

Welcome to Popset, a service provided by Overpass Ventures, Inc. ("we", "us", "our", or “the Company”).

Please read these Terms of Service ("Terms") carefully before using our mobile application (Popset) and any of our services (collectively, "Service"). By accessing or using our Service, you agree to be bound by these Terms and our Privacy Policy. If you do not agree to these Terms, do not use our Service.

THESE TERMS GOVERN THE USE OF THE SERVICE AND APPLY TO ALL USERS VISITING OR ACCESSING THE SERVICE. BY ACCESSING OR USING THE SERVICE IN ANY WAY, ACCEPTING THESE TERMS BY CLICKING ON THE “I ACCEPT” BUTTON, COMPLETING THE ACCOUNT REGISTRATION PROCESS, OR DOWNLOADING THE APPLICATION, YOU REPRESENT THAT: (1) YOU HAVE READ, UNDERSTAND, AND AGREE TO BE BOUND BY THESE TERMS, (2) YOU ARE OF LEGAL AGE TO FORM A BINDING CONTRACT WITH US OR HAVE OBTAINED PARENTAL CONSENT, (3) YOU ARE NOT BARRED FROM USING THE SERVICE UNDER THE LAWS OF THE UNITED STATES, YOUR PLACE OF RESIDENCE OR ANY OTHER APPLICABLE JURISDICTION; AND (4) YOU HAVE THE AUTHORITY TO ENTER INTO THESE TERMS PERSONALLY OR, IF YOU ARE ACCESSING OR USING THE SERVICE ON BEHALF OF AN ENTITY, ON BEHALF OF THE ENTITY IDENTIFIED IN THE ACCOUNT REGISTRATION PROCESS. IF THE INDIVIDUAL ENTERING INTO THIS AGREEMENT IS DOING SO ON BEHALF OF AN ENTITY, ALL REFERENCES TO “YOU” OR “YOUR” IN THIS AGREEMENT WILL ALSO BE DEEMED TO REFER TO SUCH ENTITY. IF YOU DO NOT AGREE TO BE BOUND BY THE TERMS OF USE, YOU MAY NOT ACCESS OR USE THE SERVICE.

SECTION 21 (ARBITRATION AGREEMENT) CONTAINS PROVISIONS THAT GOVERN HOW TO RESOLVE DISPUTES BETWEEN YOU AND US. AMONG OTHER THINGS, SECTION 21 (ARBITRATION AGREEMENT) INCLUDES AN AGREEMENT TO ARBITRATE WHICH REQUIRES THAT ALL DISPUTES BETWEEN YOU AND US SHALL BE RESOLVED BY BINDING AND FINAL ARBITRATION. SECTION 21 ALSO CONTAINS A CLASS ACTION AND JURY TRIAL WAIVER.

1. Use of Our Service

Overpass Ventures, Inc. offers a mobile application to assist with accessing new content-sharing social network on the Solana blockchain where anyone can mint their posts as NFTs directly from their phones, offering new and unique opportunities within the social media space (the “Services”).

Overpass Ventures, Inc. grants you a limited, non-exclusive, non-transferable, and revocable license to use our Service for personal, non-commercial use only in accordance with these Terms.

2. Your Account

You must register for an account to access certain features of our Service. You are responsible for keeping your account secure and for all activities that occur under your account. You must notify us immediately upon becoming aware of any breach of security or unauthorized use of your account.

3. User Content

You retain all rights in, and are solely responsible for, the User Content you post to Popset. You grant Overpass Ventures, Inc. a non-exclusive, royalty-free, transferable, sublicensable, worldwide license to use, store, display, reproduce, modify, create promotional works, perform, and distribute your User Content on Popset solely for the purposes of operating, developing, providing, and using Popset. Overpass Ventures, Inc. reserves the right to remove or modify User Content for any reason, including User Content that we believe violates these Terms or our policies.

4. Content Policy

The following types of content are strictly prohibited on Popset. This applies whether the content is included in, made available through, or connected with non-fungible tokens (NFTs), listings, smart contracts, collections including metadata, or any other aspects of the Service:

  1. Intellectual Property Violations: Content that infringes on any intellectual property rights under international or United States laws.
  2. Harmful or Illegal Content:
    • Content promoting suicide, self-harm, hate, violence, or illegal activities.
    • Content degrading, doxxing, or exploiting individuals, particularly minors in sexually suggestive situations.
  3. Sexually Explicit Services: Content that promotes or facilitates prostitution, escort services, or other sexually related services.
  4. Regulated Substances: Content facilitating the sale or distribution of narcotics, controlled substances, or other regulated goods.
  5. Illegal or Harmful Applications: Content within games or applications that involves or promotes activities prohibited under sections 1 and 2.
  6. Gambling and Betting: Content primarily focused on gambling or other games of chance involving real money or items of value.
  7. Illicit Financial Practices: Content involved in or facilitating fraudulent, deceptive, or manipulative trading activities, including but not limited to "front-running," "wash trading," "pump and dump schemes," "ramping," "cornering," and similar practices.
  8. Terrorist Financing: Content designed to raise funds for organizations recognized as terrorist groups by authoritative sources such as https://www.state.gov/foreign-terrorist-organizations/ or as determined by the Service.
  9. NSFW and Age-Restricted Material: Content that is Not Safe For Work (NSFW), overtly sexual, includes profanity, or is intended to be age-restricted, as determined at our sole discretion.
  10. Stolen or Unauthorized Assets: Content that involves stolen or illegally obtained assets, including but not limited to NFTs. If you believe an asset on the Service was illegally obtained, please contact us immediately.
  11. Securities and Derivative Products:
    • Content that may resemble or function as a security, failing the "Howey Test" as defined by SEC v. W.J. Howey Co, 328 U.S. 293 (1946).
    • Offers or implications of derivative products, including but not limited to options, futures, or perpetual contracts.
  12. Offensive Content: Content that we determine to be illegal or offensive, including the use of graphic language or profanity.

Violation of this Content Policy may result in the suspension or termination of your account and the removal of the offending content from the Service. Please review this policy regularly to ensure that your activities conform with our most current standards. We reserve the right to update and change the Content Policy at our sole discretion at any time.

5. Prohibited Conduct

You agree not to use the Service for any unlawful purpose or in any way that interrupts, damages, impairs, or renders the Service less efficient. You agree to refrain from attempting to access unauthorized areas of the Service.

6. Age Requirement

Our Service is intended for persons 16 years of age and older. If you are in a jurisdiction where parental consent is required to enter into a contract or is otherwise required to use the Service, you hereby represent and warrant that you have obtained parental consent. If we have actual knowledge that you are under the age of 16 (or the minimum age at which a person may use the Service in your state, province, or country, if greater), we will stop providing the Service to you and delete your account and data.

7. Copyrights and Intellectual Property

Popset and its original content, features, and functionality are owned by Overpass Ventures, Inc. and are protected by international copyright, trademark, patent, trade secret, and other intellectual property or proprietary rights laws.

8. Username Policy

Username Selection: Upon creating an account, you are required to choose a unique username that will be associated with your profile on Popset. Usernames must not violate any of our content policies or other terms and conditions.

Right to Change Username: Overpass Ventures, Inc. reserves the right to change any username at our discretion if we believe that it is in violation of our policies or inappropriate in any manner. This includes but is not limited to usernames that are offensive, defamatory, infringe on intellectual property rights, impersonate others, or are intended for malicious use.

Notification of Change: If we determine that your username needs to be changed, we will provide you with notice and may either issue a temporary username or ask you to choose a new one. Failure to comply with this request may result in the suspension or termination of your account.

No Transfer or Sale of Usernames: Usernames are intended solely for your personal use. You are not allowed to transfer, sell, or trade your username to any other person or entity without prior written consent from Overpass Ventures, Inc.

9. Termination

We may terminate or suspend your account and bar access to the Service immediately, without prior notice or liability, for any reason whatsoever, including, without limitation, a breach of the Terms.

10. Disclaimers

YOUR ACCESS TO AND USE OF THE SERVICE IS AT YOUR OWN RISK. YOU UNDERSTAND AND AGREE THAT THE SERVICE IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS AND WE DISCLAIM WARRANTIES OR CONDITIONS OF ANY KIND, EITHER EXPRESS OR IMPLIED. WE MAKE NO WARRANTY OR REPRESENTATION AND DISCLAIM ALL RESPONSIBILITY FOR WHETHER THE SERVICE: (A) WILL MEET YOUR REQUIREMENTS; (B) WILL BE AVAILABLE ON AN UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE BASIS; OR (C) WILL BE ACCURATE, RELIABLE, COMPLETE, LEGAL, OR SAFE. WE DISCLAIM ALL OTHER WARRANTIES OR CONDITIONS, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT. WE WILL NOT BE LIABLE FOR ANY LOSS OF ANY KIND FROM ANY ACTION TAKEN OR TAKEN IN RELIANCE ON MATERIAL OR INFORMATION, CONTAINED ON THE SERVICE. WHILE WE ATTEMPT TO MAKE YOUR ACCESS TO AND USE OF THE SERVICE SAFE, WE CANNOT AND DO NOT REPRESENT OR WARRANT THAT THE SERVICE, CONTENT, CONTENT LINKED TO OR ASSOCIATED WITH ANY NFTS, OR ANY NFTS YOU INTERACT WITH WHILE USING OUR SERVICE OR OUR SERVICE PROVIDERS' SERVERS ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. WE CANNOT GUARANTEE THE SECURITY OF ANY DATA THAT YOU DISCLOSE ONLINE. NO ADVICE OR INFORMATION, WHETHER ORAL OR OBTAINED FROM US OR THROUGH THE SERVICE, WILL CREATE ANY WARRANTY OR REPRESENTATION NOT EXPRESSLY MADE HEREIN. YOU ACCEPT THE INHERENT SECURITY RISKS OF PROVIDING INFORMATION AND DEALING ONLINE OVER THE INTERNET AND WILL NOT HOLD US RESPONSIBLE FOR ANY BREACH OF SECURITY.

WE WILL NOT BE RESPONSIBLE OR LIABLE TO YOU FOR ANY LOSS AND TAKE NO RESPONSIBILITY FOR, AND WILL NOT BE LIABLE TO YOU FOR, ANY USE OF OR LOSS OF USE OF NFTS, CONTENT, AND/OR CONTENT LINKED TO OR ASSOCIATED WITH NFTS, INCLUDING BUT NOT LIMITED TO ANY LOSSES, DAMAGES, OR CLAIMS ARISING FROM: (A) USER ERROR, INCORRECTLY CONSTRUCTED TRANSACTIONS, OR MISTYPED ADDRESSES; (B) SERVER FAILURE OR DATA LOSS; (C) UNAUTHORIZED ACCESS OR USE; (D) ANY UNAUTHORIZED THIRD-PARTY ACTIVITIES, INCLUDING WITHOUT LIMITATION THE USE OF VIRUSES, PHISHING, BRUTEFORCING OR OTHER MEANS OF ATTACK AGAINST THE SERVICE OR NFTS.

NFTS EXIST ONLY BY VIRTUE OF THE OWNERSHIP RECORD MAINTAINED IN THE ASSOCIATED BLOCKCHAIN (E.G., SOLANA). ANY TRANSFERS OR SALES OCCUR ON THE ASSOCIATED BLOCKCHAIN. WE CANNOT EFFECT OR OTHERWISE CONTROL THE TRANSFER OF TITLE OR RIGHT IN ANY NFTS OR UNDERLYING OR ASSOCIATED CONTENT OR ITEMS.

WE ARE NOT RESPONSIBLE OR LIABLE FOR ANY SUSTAINED LOSSES OR INJURY DUE TO VULNERABILITY OR ANY KIND OF FAILURE, ABNORMAL BEHAVIOR OF SOFTWARE (E.G., WALLET, SMART CONTRACT), BLOCKCHAINS OR ANY OTHER FEATURES OF THE NFTS. WE ARE NOT RESPONSIBLE FOR LOSSES OR INJURY DUE TO LATE REPORTS BY DEVELOPERS OR REPRESENTATIVES (OR NO REPORT AT ALL) OF ANY ISSUES WITH THE BLOCKCHAIN SUPPORTING THE NFTS, INCLUDING FORKS, TECHNICAL NODE ISSUES OR ANY OTHER ISSUES HAVING LOSSES OR INJURY AS A RESULT.

11. Use of Blockchain Technology

Acknowledgment and Consent: By using Popset, you acknowledge that for Blockchain-related activity the Services are only a user interface to the Solana blockchain. To be clear: Popset does NOT operate any protocol, but only the Services.

You understand that blockchain is a decentralized ledger technology that permanently records all transactions across a network of computers. Due to its nature, any transactions on the blockchain may be irreversible, and any data or content rec,orded using blockchain technology may become permanently public.

Risks: You acknowledge and agree that your use of blockchain technology involves various risks, including, but not limited to, the risk of hardware failures, software issues, internet connectivity disruptions, unauthorized access, and other technical and non-technical issues that could prevent acces,s to or use of your digital assets and data. You further understand that blockchain technologies are subject to evolving regulatory measures, which may impact your ability to use or access our service.

Your Consent: By accepting these Terms, you expressly consent to your data being used in conjunction with blockchain technology as described above and accept all related risks. You agree that Overpass Ventures, Inc. is not responsible for any adverse effects or damages that you might experience as a result of blockchain technology's inherent risks.,

12. Non-Fungible Tokens (NFTs)

Understanding the Risks: By purchasing, transferring, or using non-fungible tokens (NFTs) through our platform, you acknowledge and agree that:

  1. No Expectation of Value or Appreciation: NFTs are not investments, and you should not expect them to have inherent value or to appreciate in value over time.
  2. Regulatory Risks: The regulatory environment around NFTs is evolving and may impact their use, ownership, or value. You are responsible for staying informed about legal and regulatory changes that may affect NFTs.
  3. Technology Risks: NFTs rely on blockchain technology, which is subject to vulnerabilities and failures, including potential hacking or cybersecurity breaches. Overpass Ventures, Inc. cannot guarantee uninterrupted or error-free operation of blockchain networks and cannot be held responsible for any loss arising from technological failures.
  4. No Guarantees: Overpass Ventures, Inc. makes no warranties, express or implied, regarding the value, functionality, or legality of any NFTs received through our platform, unless otherwise expressly stated in writing by Overpass Ventures, Inc.

13. Third-Party Services and Content

Links to Third-Party Properties and Applications: Our Service may contain links to websites, services, and applications owned and operated by third parties ("Third-Party Properties"). By using these links, you acknowledge and agree that we are not responsible for the content, services, or dealings that you may have with such third-party entities. These Third-Party Properties may have their own terms and conditions, including privacy policies, which you should review independently. We provide access to these Third-Party Properties only for your convenience, and do not endorse, review, or guarantee any content, material, or services offered by them.

Third-Party Software Components: Certain components of our Service, including software, may be owned and/or operated by third parties and subject to their own licensing terms. You agree that these third-party license terms govern your use of such components. We will identify these components and provide you with relevant licensing information where applicable.

Transactions with Third Parties: Any transaction you enter into through our Service that involves Third-Party Properties, such as purchasing or interacting with a non-fungible token (NFT), will be governed by the third party's terms of service and license agreements. It is your responsibility to review and accept these terms prior to making any transactions.

Jurisdiction: Users acknowledge that third-party services may be subject to local laws and regulations of the jurisdiction in which they operate, which may differ from your place of residence. Overpass Ventures, Inc. and its third-party service providers will make reasonable efforts to comply with applicable laws, but users are responsible for understanding and adhering to any specific legal obligations that apply to them based on their location. You acknowledge that accessing third-party services based in jurisdictions different from your own may pose specific risks, including but not limited to different standards for data security, legal recourse, and consumer protection. Overpass Ventures, Inc. will not be liable for any consequences resulting from differences in regulatory or legal frameworks.

Disclaimer of Responsibility: We are not liable for any harm or damages related to your interaction with, purchase from, or support of any third-party through our Service, including third-party applications, products, sites, content, services, or advertisements. You engage in any such activity solely at your own risk.

14. Wallet Services

Custodial Role: You acknowledge and agree that Overpass Ventures, Inc. may utilize a Third-Party Provider of Custodial Wallet Services. Overpass Ventures, Inc. will use reasonable care in selecting, appointing, and periodically reviewing any Third-Party Wallet Provider. By using our service, you agree that any Third-Party Wallet Provider selected by Overpass Ventures, Inc. may act as your agent to manage the custody of your NFTs via a Custodial Wallet. The Third-Party Wallet Provider will have the authority to transfer your NFTs to other Third-Party Wallet Providers in the event that Overpass Ventures, Inc. transitions to a new provider without further notice to you. The Third-Party Wallet Provider will also have the authority to transfer your NFTs to a Non-Custodial Wallet under your control in the event that Overpass Ventures, Inc. elects to provide users with access to Non-Custodial Wallet Services in the future.

Storage and Security: Reasonable care and commercially reasonable efforts will be made to securely store and manage the control of your NFTs in the Custody Wallet. However, this does not establish a fiduciary relationship between you and Overpass Ventures, Inc. or any Third-Party Wallet Provider, and neither Overpass Ventures, Inc. nor any Third-Party Wallet Provider has a fiduciary duty to you.

Limitations of Custodial Services: You understand that when Overpass Ventures, Inc. or a Third-Party Wallet Provider provides custodial services for NFTs, it pertains only to the control of blockchain addresses and does not include custodianship of the associated Images, files, or assets referenced by the NFTs. Overpass Ventures, Inc. may store or contract third parties to store copies of the Images or other files associated with NFTs for internal purposes, including enhancing the functionality of the site. Overpass Ventures, Inc. makes no representations about any third parties it may engage for storage purposes and undertakes no obligation regarding the availability of any off-chain files or assets associated with NFTs.

15. In-App Purchases and Refunds

Consent to In-App Purchases: By using Popset, you agree to pay any fees incurred by you or anyone using an account registered to you. Popset provides in-app purchasing options which may include the ability to buy goods, services, or virtual items for real money. All in-app purchases are non-refundable and non-transferable except as explicitly provided in these terms.

Payment and Billing Information: By providing a credit card or other payment method accepted by Overpass Ventures, Inc., you represent and warrant that you are authorized to use the designated payment method. You also authorize us (or our third-party payment processor) to charge your payment method for the total amount of your purchase (including any applicable taxes and other charges). You also acknowledge that Overpass Ventures, Inc. is not responsible for any foreign transaction fees or other fees that your bank may charge.

Prices and Availability: All prices are shown in USD and applicable taxes and other charges, if any, are additional. We reserve the right to adjust prices as we may determine in our sole discretion, at any time and without notice. We do not provide price protection or refunds in the event of a price reduction or promotional offering.

Refunds and Cancellations: Purchases of virtual items, goods, or services within Popset are considered final and non-refundable.

Changes to In-App Purchase Policy: We reserve the right to revise the terms of in-app purchases at any time. We will make reasonable efforts to notify you of any significant changes. However, you agree to review the Terms periodically to ensure you are aware of any changes.

16. In-App Credits and Experience Points

Non-Monetary Nature: Popset may offer users the ability to purchase in-app credits and earn experience points (XP) through their activities within the application. These in-app credits and XP are not currency, cannot be exchanged for currency, and have no monetary value. They are solely intended to enhance the user experience and enable access to specific features or activities within the app.

Non-Transferable: In-app credits and XP are non-transferable and are intended solely for your personal use within the app. You are prohibited from transferring, gifting, trading, or selling in-app credits or XP to others or using them for any commercial purposes outside of Popset.

Bonuses: Popset may offer opportunities to win bonus credits or XP that are automatically awarded to the user's account upon winning. Any bonuses received have no monetary value, cannot be exchanged for currency, and are non-transferable. They are intended solely for enhancing user engagement and can only be used within the platform for specified activities. Overpass Ventures, Inc. reserves the right to modify or eliminate bonuses and any credits or XP awarded through them at any time, without prior notice.

Limited Purpose: The availability of in-app credits and XP is subject to our policies and may change over time. Overpass Ventures, Inc. reserves the right to modify, suspend, or eliminate in-app credits or XP, or their features and availability, at any time without notice.

Expiration and Revocation: Overpass Ventures, Inc. reserves the right to set expiration dates or revoke any unused in-app credits or XP if your account is inactive for an extended period, you violate these Terms, or we otherwise deem it necessary to protect the integrity of the Service.

17. Know Your Customer (KYC) and Creator Payouts

KYC Requirements: In order to comply with legal obligations and to ensure a secure platform for all users, Popset may require creators who wish to receive payouts from the revenue generated through the Service to complete our Know Your Customer (KYC) process. This process is designed to verify the identity of our users and may be a prerequisite for receiving payouts.

Verification Process: To complete the KYC process, you must provide Overpass Ventures, Inc., or the applicable Third-Party Service, with accurate and current information, including but not limited to your legal name, address, date of birth, national identification number, and any other information required as part of the verification process. You may also be required to provide government-issued identification documents.

Consent to Verification: By agreeing to these terms and opting to receive creator payouts, you consent to us performing verification checks directly or using relevant third parties. You acknowledge that Overpass Ventures, Inc. reserves the right to take necessary action based on the results of these checks, which may include adjusting your payout eligibility or suspending your account if we detect any discrepancies or fraudulent activities.

Changes to KYC Requirements: Overpass Ventures, Inc. reserves the right to modify the KYC requirements and process at any time to comply with legal requirements and to improve platform security. Changes may be made without prior notice, and it is your responsibility to ensure compliance with the updated requirements to continue receiving payouts.

Responsibility for Accuracy: It is your responsibility to provide complete and accurate information during the KYC process. Failure to provide accurate information may result in delays in receiving payouts or the suspension of your payout privileges.

Payout Policy: Once you have successfully completed the KYC process and are verified, you may be eligible to receive payouts according to the payout schedule published by Popset. The schedule, method, and currency of payouts will be governed by the terms specified by Popset and may be subject to change at our discretion.

Eligibility Criteria: Overpass Ventures, Inc. reserves the right to determine the eligibility of all users for receiving payouts. Eligibility to receive payouts is contingent upon fulfilling specific criteria set by Overpass Ventures, Inc., which may include, but is not limited to, successful completion of the KYC verification process, adherence to our content policy, and compliance with our Terms of Service.

Company Discretion: Overpass Ventures, Inc. retains sole discretion in determining whether a user meets the eligibility criteria for payouts. This includes the right to suspend, modify, or terminate payout eligibility at any time without prior notice, based on our assessment of compliance with the eligibility requirements.

No Entitlement: You acknowledge that creating content or meeting basic account criteria does not entitle you to payouts. Payouts are made solely at the discretion of Overpass Ventures, Inc. based on the eligibility criteria, which may be amended from time to time.

18. Taxes

If we determine we have an obligation to collect sales tax from you in connection with these Terms, we will collect such sales tax in addition to any fee(s). If any Service or payments for any Service under these Terms are subject to sales tax in any jurisdiction and you have not remitted the applicable sales tax to us, you will be responsible for the payment of such sales tax and any related penalties or interest to the relevant authority, and you will indemnify us for any liability or expense we may incur in connection with such sales taxes. Upon our request, you will provide it with official receipts issued by the appropriate taxing authority, or other such evidence that you have paid all applicable taxes. For purposes of this section, “Sales Tax” means any sales or use tax and any other tax measured by sales proceeds that is the functional equivalent of a sales tax where the applicable taxing jurisdiction does not otherwise impose a sales or use tax.

19. Limitation of Liability

To the maximum extent permitted by law, in no event shall Overpass Ventures, Inc. be liable for any indirect, punitive, incidental, special, consequential, or exemplary damages, including without limitation damages for loss of profits, goodwill, use, data, or other intangible losses arising out of or in connection with the Terms, the Service, or any communications, interactions or meetings with other users of the Service or third parties, on any theory of liability, including to the extent resulting from: (i) the use or inability to use the Service, (ii) any goods, data, information or service purchased or obtained; or messages received for transactions entered through the Service; (iii) unauthorized access to or alteration of your transmissions or data; (iv) statements or conduct of any third party on the Service; or (v) any other matter related to the Service, whether based on warranty, copyright, contract, tort, product liability or any legal theory.

Cap on Liability: To the fullest extent permitted by law, Overpass Ventures, Inc. shall not be liable to you for more than the greater of $100.

20. Indemnification

You agree to indemnify, defend, and hold harmless Overpass Ventures, Inc., its affiliates, directors, officers, employees, agents, and representatives from and against any and all claims, damages, liabilities, costs, and expenses (including reasonable attorneys' fees) arising from or related to:

  1. Your use or misuse of the Services;
  2. Your violation of these Terms of Service or any applicable law or regulation;
  3. Your violation of any third-party rights, including intellectual property rights, privacy, or publicity rights;
  4. Any dispute or issue between you and any third party.

Overpass Ventures, Inc. reserves the right to assume the exclusive defense and control of any matter subject to indemnification by you, and in such a case, you agree to cooperate fully with our defense.

21. Arbitration Agreement

Arbitration Agreement: Please read this section (the “Arbitration Agreement”) carefully. It is part of your contract with us and affects your rights.

Applicability of Arbitration Agreement: Subject to the terms of this Arbitration Agreement, you agree that any dispute, claim, disagreements arising out of or relating in any way to your access to or use of the Service, any communications you receive, any products sold or distributed through the Service or these Terms and prior versions of these Terms, including claims and disputes that arose between you and us before the effective date of these Terms (each, a “Dispute”) will be resolved by binding arbitration, rather than in court, except that: (i) you and Overpass Ventures, Inc. may assert claims or seek relief in small claims court if such claims qualify and remain in small claims court; and (ii) you or Overpass Ventures, Inc. may seek equitable relief in court for infringement or other misuse of intellectual property rights (such as trademarks, trade dress, domain names, trade secrets, copyrights, and patents). For purposes of this Arbitration Agreement, “Dispute” will also include disputes that arose or involve facts occurring before the existence of this or any prior versions of these Terms as well as claims that may arise after the termination of these Terms.

Informal Dispute Resolution: There might be instances when a Dispute arises between you and us. If that occurs, we are committed to working with you to reach a reasonable resolution. You agree that good faith informal efforts to resolve Disputes can result in a prompt, low-cost and mutually beneficial outcome (“Informal Dispute Resolution”). You therefore agree that before either party commences arbitration against the other (or initiates an action in small claims court if a party so elects), we will personally meet and confer telephonically or via videoconference, in a good faith effort to resolve informally any Dispute covered by this Arbitration Agreement.

Waiver of Jury Trial: YOU AND OVERPASS VENTURES, INC. HEREBY WAIVE ANY CONSTITUTIONAL AND STATUTORY RIGHTS TO SUE IN COURT AND HAVE A TRIAL IN FRONT OF A JUDGE OR A JURY. You and Overpass Ventures, Inc. are instead electing that all Disputes shall be resolved by arbitration under this Arbitration Agreement. There is no judge or jury in arbitration, and court review of an arbitration award is subject to very limited review.

Waiver of Class and Other Non-Individualized Relief: YOU AND OVERPASS VENTURES, INC. AGREE THAT EACH OF US MAY BRING CLAIMS AGAINST THE OTHER ONLY ON AN INDIVIDUAL BASIS AND NOT ON A CLASS, REPRESENTATIVE, OR COLLECTIVE BASIS, AND THE PARTIES HEREBY WAIVE ALL RIGHTS TO HAVE ANY DISPUTE BE BROUGHT, HEARD, ADMINISTERED, RESOLVED, OR ARBITRATED ON A CLASS, COLLECTIVE, REPRESENTATIVE, OR MASS ACTION BASIS. ONLY INDIVIDUAL RELIEF IS AVAILABLE, AND DISPUTES OF MORE THAN ONE CUSTOMER OR USER CANNOT BE ARBITRATED OR CONSOLIDATED WITH THOSE OF ANY OTHER CUSTOMER OR USER.

22. Force Majeure

Overpass Ventures, Inc. shall not be held responsible for any delay or inability to perform the Services resulting from circumstances beyond its reasonable control, including, but not limited to, acts of God, war, terrorism, riots, embargos, acts of civil or military authorities, fire, floods, accidents, pandemics, strikes or shortages of transportation facilities, fuel, energy, labor or materials.

23. Governing Law

The Terms of Service for Overpass Ventures, Inc. will be governed by and interpreted in accordance with the laws of the State of Delaware, United States, excluding any conflict of law provisions.

24. Changes to These Terms

We reserve the right to modify or replace these Terms at any time. If a revision is material, we will provide notice prior to any new terms taking effect. What constitutes a material change will be determined at our sole discretion.

25. Contact Us

Overpass Ventures, Inc. is headquartered at 27 E 28th St, New York, NY, USA 10016. If you have any questions about these Terms, please contact us at support@popset.xyz