Terms & Conditions of Use

Last Updated: June 26th, 2019

Welcome and thank you for downloading the Dripsy application. Steelic LLC, a Delaware limited liability company (collectively, “Steelic”, “we” or “us”) provides the Dripsy mobile application or other software for use of the Services (as defined below) (collectively, the “Dripsy App”) and content thereto, subject to these terms and conditions of use (“these Terms”).  In these Terms we describe users of the Dripsy App and the Services, whether registered or not, as “Users”.  As used herein, “Services” shall mean Steelic’s technology platform and management system that enables (i) bars, nightclubs or similar venues (“Venues”),  through the Dripsy App to, sell to Users (either for Users or for third parties) entrance fees (each, a “Cover”) to access each Venue, VIP tables (each, a “Table”), bottles, beverages and any other items available for purchase at the Venues (each, a “Drink”) (including adding any tips related thereof) and; (ii) Users to send chat requests to other Users. The Services may, from time to time and in accordance with these Terms, be modified and/or new services added.

1. Contractual Relationship

(a) These Terms are intended to make you, an individual, aware of your legal rights and responsibilities with respect to your access to and use of the Dripsy App and Services made available by Steelic. You agree and acknowledge that you are not purchasing any Services from Steelic (including purchase of alcoholic beverages) but from the Venues and that Steelic merely facilitates, through the Dripsy App, any such purchases as provided in these Terms.

PLEASE READ THESE TERMS CAREFULLY BEFORE USING THE DripsyAPP, ACCESSING OR USING THE SERVICES AND CONTACT US IF YOU HAVE ANY QUESTIONS.

In these Terms, the words "including" and "include" mean "including, but not limited to."

(b) By accepting these Terms, accessing or using the Services, you agree to be bound by these Terms, which establish a contractual relationship between you and Steelic. If you do not agree to these Terms, you may not use or access the Services. YOU MUST BE 21 YEARS OR OLDER TO DOWNLOAD THE Dripsy APP AND USE ANY OF THE SERVICES. IT IS A VIOLATION PUNISHABLE UNDER THE LAW FOR ANY PERSON UNDER THE AGE OF 21 TO SUBMIT ANY WRITTEN EVIDENCE OF AGE THAT IS FALSE, FRAUDULENT OR NOT BELONGING TO THAT PERSON FOR THE PURPOSE OF ATTEMPTING TO PURCHASE ANY ALCOHOLIC BEVERAGE.  IF YOU ARE NOT 21 YEARS OF AGE OR OLDER YOU MAY NOT DOWNLOAD OR USE THE Dripsy APP OR ANY OF THE SERVICES.

(c) These Terms constitute the complete agreement between you and Steelic regarding the Services. These Terms expressly supersede prior agreements or arrangements with you. Steelic may change or modify any of the terms and conditions included in these Terms at any time and in its sole discretion and, subject to applicable law, immediately terminate these Terms, the use of the Dripsy App, or any Services with respect to you, or generally cease offering, modify, add, discontinue or deny access to the Services, the use of the Dripsy App, or any portion thereof, at any time for any reason.  Unless otherwise specified, any changes or modifications will be effective upon Steelic’s posting of the revisions at this location, and your continued use of the Dripsy App and the Services after the effective date of the modification constitutes acceptance of such changes or modifications. When changes to these Terms and Services are made, Steelic will make the revised version available in the Dripsy App, and will indicate at the top of this document the date that revisions were last made.

2. Privacy Policy.  Our collection, use and disclosure of personal information from Users of the Dripsy App and the Services is as provided in Steelic's Privacy Policy available at http://www.dripsy.io (the “Privacy Policy”). By using the Dripsy App and the Services you agree to Steelic’s use, collection and disclosure of personal information in accordance with the Privacy Policy.

3. IMPORTANT: THESE TERMS INCLUDE, AMONG OTHER THINGS, AN ARBITRATION PROVISION CONTAINING A CLASS ACTION WAIVER. BY ENTERING THIS AGREEMENT, YOU EXPRESSLY ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTAND ALL OF THE TERMS OF THIS AGREEMENT AND HAVE TAKEN TIME TO CONSIDER THE CONSEQUENCES OF THIS IMPORTANT DECISION.

4. The Services

The Services are based in the United States. Steelic makes no claims concerning whether the Services, the Dripsy App and/or the content may be downloaded, viewed, or appropriate for use outside of the State of New York. If you access the Services, the Dripsy App or the content from outside of the State of New York, you are responsible for compliance with the local laws in the State of New York.  You agree that you will not use the Services and/or the Dripsy App in any manner prohibited by any applicable laws, restrictions or regulations.

5. Use of the Services

5.1 Registration

(a) You must register to use the Dripsy App.  Collection and use of any personal information you provide to us during the account creation process is governed by our Privacy Policy http://www.dripsy.io. Your account (the “Account”) is for your sole, personal use. Account registration requires you to submit to Steelic certain personal information, such as your name, address, mobile phone number, age and any other information that may be prompted by any registration forms on the Dripsy App (the “Data”), as well as at least one valid payment method (either a credit card or accepted payment partner) (the “VPM”) to be stored with a third party credit card processor (the “Processor”). You agree to provide accurate, current and complete Data.  Your failure to maintain accurate, complete, and up-to-date Data, including having an invalid or expired VPM on file, may result in your inability to access and use the Services or Steelic's termination of your access to the Dripsy App and/or the Services.

(b) You are entirely responsible for maintaining the confidentiality and security of the Account username and password at all times. You are responsible for all changes and updates submitted through the Account and all activities that occur in connection with the Account.  In the event that you forget your login information and wish to retrieve it, you will be directed to a password recovery page where you will be asked for the email address associated with the Account. If the email address is valid, a new password will be emailed. You should re-set your password at this point.

(c) You agree that you are solely responsible for any breach of your obligations under these Terms and for the consequences of such breach, including any loss or damage that Steelic may suffer.  You agree to notify Steelic immediately of any unauthorized use of the Account by sending an email to hello@dripsy.io.

(d) You agree not to impersonate someone else, create or use an Account for anyone other than yourself, provide an email address other than your own or create multiple accounts except as otherwise authorized by us.

5.2 Charges, Mobile Tickets

(a) By signing up and creating an Account, you: (i) authorize the Processor to charge you for any Services you may purchase from any Venue (the “Charges”); (ii) agree to receive the detail of any Services purchased in an email (the “Mobile Ticket”); and (iii) acknowledge that a QR matrix barcode with the detail of any purchased Services (the “Barcode”) shall be accessible via the Dripsy App.

(b) Your purchase of any Services from any Venue will be deemed your agreement to the following terms: (i) a single Barcode will hold any Covers and/or Drinks purchased in one transaction (either for your personal use or for others) (the “Multiple Barcode”),  and (ii) Steelic is not responsible for any lost or stolen Mobile Tickets, Barcodes or Multiple Barcode, except as required by law. Anyone attempting to gain entry with a Barcode, Multiple Barcode or Mobile Ticket reported lost or stolen, or cancelled for any other reason, may be reported to the authorities and may have their mobile device withheld as evidence. Steelic shall have the right to void any Barcode, Multiple Barcode or Mobile Ticket that violate any of these policies.

5.3 Limitations on use. Venue Information.

 

(a) You must be 21 years of age to use or access any Services offered by Steelic or to download the Dripsy App, including purchase of alcoholic beverages. You may use the Services and the Dripsy App solely for personal and non-commercial purposes.

(b) The Dripsy App may contain information, news, feature stories, images, video, audio and other materials about Venues and other third parties. Although Steelic tries its best to ensure such information is accurate, Steelic makes no guarantee that such information is accurate and your use of the information Steelic provides is at your own risk. If you think anything is inaccurate please notify Steelic. You agree that you will not hold Steelic liable for any inaccurate, incomplete, outdated or missing information on the Dripsy App.

5.4 Network Access and Devices

You are responsible for obtaining the data network access necessary to use the Dripsy App and the Services. Your mobile network's data and fees may apply if you access or use the Dripsy App and the Services from a wireless-enabled device. You are responsible for acquiring and updating compatible hardware or devices necessary to access and use the Dripsy App and the Services and any updates thereto. Steelic does not guarantee that the Dripsy App, the Services, or any portion thereof, will function on any particular hardware or devices. In addition, the Dripsy App and/or the Services may be subject to malfunctions and delays inherent in the use of the Internet and electronic communications.

5.5 Third Party Beneficiaries

Apple Inc. and Google, Inc. will be third-party beneficiaries to these Terms if you access the Services using applications developed for Apple iOS or Android mobile devices, respectively. These third party beneficiaries are not parties to these Terms and are not responsible for the provision or support of the Dripsy App or the Services in any manner. Your access to the Dripsy App and the Services using these devices is subject to terms set forth in the applicable third party beneficiary's terms of service.

5.6 Termination of Registration

If you no longer want to have an Account, you may terminate your Account by sending an email to hello@dripsy.io.  If you no longer accept these Terms or any future modification to these Terms, you must cease using the Dripsy App and the Services.  DELETING THE Dripsy APP FROM YOUR MOBILE DEVICE DOES NOT CONSTITUTE A REQUEST FOR ACCOUNT CANCELLATION.

6. License

6.1. By Steelic

Subject to your compliance with these Terms, Steelic grants you a limited, non-exclusive, non-sublicensable, revocable, non-transferrable license to: (i) access and use the Dripsy App on your personal device solely in connection with your use of the Services; and (ii) access and use any content, information and related materials that may be made available through the Dripsy App and the Services, in each case solely for your personal, noncommercial use. Any rights not expressly granted herein are reserved by Steelic and Steelic's licensors.

6.2 By You

(a) You own all content you submit to the Dripsy App, including the information on the Account, profile information, reviews, ratings, remarks, data, information, images, text, audio, video, messages, check-ins and any other materials such as bookmarks, tags and other attributes that you create within the Services to describe or otherwise identify Venues or describe your experience when using the Dripsy App and the Services ("Your Content"). By submitting Your Content you hereby irrevocably grant Steelic a perpetual, world-wide, non-exclusive, royalty-free, sublicensable and transferable license and right to use Your Content for any purpose and in any media now existing or in the future. You irrevocably waive, and cause to be waived, any claims and assertions of moral rights or attribution with respect to Your Content brought against us.

(b) You are responsible for Your Content. You assume all risks associated with Your Content, including anyone's reliance on its quality, accuracy, or reliability, or any disclosure by you of information in Your Content that makes you personally identifiable. You may be held liable for Your Content.

(c) In submitting Your Content to us, you represent that: (i) you are the owner of Your Content; (ii) the use of Your Content by us will not violate or infringe any right of yours or any third party; and (iii) with regard to Your Content which are images, audio, or video you agree that at least one of the following is met: (x) you have taken the photograph or created the audio or video being submitted; (y) you own the rights to the image, audio, or video; or (z) you have explicit permission from the rights-holder to submit such image, audio or video for use on the Dripsy App, and to grant the rights you have granted herein.

7. Restrictions on Use

(a) You are responsible for your use of the Services and the Dripsy App and for any consequences thereof. Whether you are being complementary or critical or whether you are agreeing or disagreeing with a post or a user comment in the Dripsy App, you should act in a civil manner and refrain from personal attacks when using the Services. Without limiting the generality of these Terms, you specifically agree not to do the following while using the Services:

  • 'Stalk' or harass other users or persons;
  • Harm minors in any way;
  • Falsely state or misrepresent your affiliation with another person or entity;
  • Infringe any patent, trademark, trade secret, service mark, copyright, or other intellectual property right of another person;
  • Access or use the Account of another user without permission;
  • Accuse others of illegal activity, or describe physical confrontations and/or sexual harassment;
  • Use material that is illegal, or that violates any federal, state, or local law or regulation;
  • Use material that contains language or images intended to impersonate another person or offensive or inappropriate user names or signatures;
  • Disguise or attempt to disguise the origin of Your Content;
  • Assert or imply that Your Content is in any way sponsored or endorsed by us, each as determined in our sole discretion;
  • Solicit, spam or otherwise advertise to users and/or business using Our Content (as defined  below) or the Dripsy App or the Services;
  • Distribute unsolicited or unauthorized advertising, surveys, contests, promotional materials, 'junk mail', 'spam', 'chain letters', 'pyramid schemes', or other messages for any purposes;
  • Distribute computer viruses or other codes, files, or programs that interrupt, destroy, or limit the functionality of any computer software or hardware or telecommunications equipment;
  • Interfere with, disrupt, or destroy the functionality or use of any features of the Dripsy App or the Services;
  • Interfere with, disrupt, or destroy the servers or networks connected to the Dripsy App and/or the Services, or disobey any rules or regulations applicable to such servers or networks;
  • 'Hack' or access without permission our proprietary or confidential records, those of another user, or those of anyone else;
  • Decompile, reverse engineer, disassemble or otherwise attempt to derive source code from the Dripsy App;
  • Remove, circumvent, disable, damage or otherwise interfere with security-related features, or features that enforce limitations on use of, the Dripsy App and/or the Services; and/or
  • Copy any content for republication in print or online;

  each as determined in our sole discretion.

(b) We may, at any time in our sole discretion, take any action available at law in response to a breach of any of the restrictions on use stated above.

8. Terms

8.1 Our Proprietary Rights

(a) The Services, the Dripsy App, all rights therein, and our content, are and shall remain Steelic’s or its licensor’s property, including, visual interfaces, interactive features, graphics, design, compilation, computer code, products, software, aggregate user review ratings, reports and other usage-related data in connection with the other elements and components of the Services and/or the Dripsy App excluding Your Content and third party content (collectively, "Our Content").

(b) As between Steelic and you, Steelic owns all the copyrights, trademarks, service marks, logos, trade names, trade dress and other intellectual and proprietary rights throughout the world (the "IP Rights") associated with the Dripsy App, the Services and Our Content, which may be protected by copyright, patent, trademark and other applicable intellectual property and proprietary rights and laws.

(c) Except as otherwise expressly granted to you in writing, neither these Terms nor your use of the Services or of the Dripsy App convey or grant you any express or implied rights: (i) in or related to the Services or license to the Dripsy App, Our Content or our IP Rights except for the limited license granted above; or (ii) to use or reference in any manner Steelic's company names, logos, product and service names, trademarks or services marks or those of Steelic's licensors.

8.2. Links to Other Sites

The Dripsy App contains links to third-party websites (“Third-Party Sites”) and third-party content (“Third-Party Content”) such as Venues, as a service to those interested in this information. You use links to Third-Party Sites, and any Third-Party Content or service provided therein is at your own risk. Steelic does not monitor or have any control over, and makes no claim or representation regarding Third-Party Content or Third-Party Sites. Steelic provides these links only as a convenience, and a link to a Third-Party Site or Third-Party Contents does not imply Steelic’s endorsement, adoption or sponsorship of, or affiliation with, such Third-Party Site or Third-Party Sites, or websites linking to the Dripsy App. When you leave the Dripsy App and access any such Third-Party Content or Third-Party Sites, these Terms no longer govern.

8.3 Social Media Sites

The Dripsy App may permit you to log-in through other third-party services, such as social media sites (e.g., Facebook), by logging into the Account at the social media site while using the Dripsy App. Please note that in such cases the information to be transmitted (including your login credentials) will be collected directly by the social media sites, and we can access some of this information. Upon receiving your information, the social media sites will use and share your information according to their own privacy policy and practices. You acknowledge that you are solely responsible for ensuring that your use of any such social media sites in connection with the Dripsy App complies with all applicable laws, rules and regulations, these Terms, and any terms, conditions and restrictions of the particular social media sites.

9. No Endorsement of Content

(a) Some of the content available through the Dripsy App may include materials that belong to the Venues or other third parties. We have no control over, and make no representation or endorsement regarding the accuracy, relevancy, copyright compliance, legality, completeness, timeliness or quality of any product, services, advertisements and other content appearing in or linked to the Dripsy App.

(b) We do not screen or investigate third party material (including, without limitation, materials posted by our users of the Dripsy App and/or the Services) before or after including them on our Dripsy App. We reserve the right, in our sole discretion and without any obligation, to make improvements to, or correct any error or omissions in, any portion of the content accessible on the Dripsy App. Where appropriate, we may in our sole discretion and without any obligation, verify any updates, modifications, or changes to any content accessible on the Dripsy App, but shall not be liable for any delay or inaccuracies related to such updates. Third-Party Content, including those posted by our users, do not reflect our views or that of our affiliates, employees, officers, directors, or shareholders. In addition, none of the content available through the Dripsy App and/or the Services is endorsed or certified by the providers or licensors of such Third-Party Content.

10. Payment, Cancellation and Rating

10.1. Payment

(a) You understand that upon a purchase of any Service from a Venue, the Processor will charge your VPM as provided in this Section (each, a “User Charge”) and send you a receipt via email. If your primary Account payment method is determined to be expired, invalid or otherwise not able to be charged, you agree that the Processor may, as the Venue's limited payment collection agent, use a secondary payment method in your Account, if available.

(b) You acknowledge that Steelic is not selling any Services to you but merely facilitating through the Dripsy App collection of User Charges on behalf of the relevant Venue. Any User Charge made by you through the Dripsy App shall be considered a purchase made directly to the Venue. User Charges will be inclusive of applicable taxes where required by law.

(c) User Charges shall be made as follows: (i) for any Cover, upon scanning of the Barcode or Multiple Barcode by the applicable Venue; (ii) for a Table,  100% of its value when the Table is reserved; (iii) for a Drink purchased at the Venue, upon any such purchase, provided that this Drink will only be available for consumption throughout the night of purchase (the “Purchase Night”); and (iv) for a Drink purchased as a gift, upon acceptance by and the beneficiary, provided that this Drink will only be available for consumption through the Purchase Night.

(d) Each of Nightclub and Steelic shall have the ability to cancel any User Charge for any beverage not available at Nightclub without any cost to you. 

         (e) As between you and Steelic, Steelic reserves the right to establish, remove and/or revise User Charges for any or all services or goods obtained through the use of the Services at any time in Steelic's sole discretion.

(f) Steelic may, in Steelic's sole discretion, create promotional codes that may be redeemed for Account credit, or other features or benefits related to the Services and/or to a particular Venue, subject to any additional terms that Steelic establishes on a per promotional code basis ("Promo Codes"). You agree that Promo Codes: (i) must be used for the intended audience and purpose, and in a lawful manner; (ii) may not be duplicated, sold or transferred in any manner, or made available to the general public (whether posted to a public form or otherwise), unless expressly permitted by Steelic; (iii) may be disabled by Steelic at any time for any reason without liability to Steelic; (iv) may only be used pursuant to the specific terms that Steelic establishes for such Promo Code; (v) are not valid for cash; (vi) may only be provided to certain users and not to you; and (vii) may expire prior to your use. Steelic reserves the right to withhold or deduct credits or other features or benefits obtained through the use of Promo Codes by you or any other user in the event that Steelic determines or believes that the use or redemption of the Promo Code was in error, fraudulent, illegal, or in violation of the applicable Promo Code terms or these Terms.

(g) The payment structure provided for in this Section is intended to fully compensate the Venues for any services or goods provided therein. You may designate a portion of your payment for a Service as a tip or gratuity to the Venue employees’. You understand and agree that, while you are free to provide additional payment as gratuity, you are under no obligation to do so. Gratuities are voluntary.

10.2. Cancellation Policy

We understand that plans can change, so if you need to change or cancel a reservation the following shall apply:

(a) Tables: cancellation of Table reservations must be made at least 24 hours in advance, a cancellation fee of 20% (twenty percent) of the Table price will be deduced from the amount of the refund given to you. 

(b) Covers: cancellation of Covers can be made at any time prior to the scanning of the Barcode or Multiple Barcode.

(c) Drinks: Drinks cannot be cancelled. Any Drink purchased and not consumed as provided herein shall be forfeited.

10.3 Rating

You will have the opportunity to rate the Venues. Steelic does not investigate any ratings posted by you for accuracy or reliability.   Steelic is not legally responsible for any rating posted or made available on the Dripsy App by any third parties, even if that information is defamatory or otherwise legally actionable.  In order to protect the integrity of the feedback system, Steelic reserves the right (but is under no obligation) to remove posted ratings that, in Steelic’s sole judgment, violates these Terms or negatively affects Steelic’s marketplace.

11. Disclaimer of Warranties

YOU BEAR THE ENTIRE RISK OF USING THE Dripsy APP, THE SERVICES AND ANY OTHER PRODUCTS OR SERVICES INCLUDED OR ADVERTISED ON, OR LINKED TO THE Dripsy APP. THE Dripsy APP AND THE SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE." STEELIC DISCLAIMS ALL REPRESENTATIONS AND WARRANTIES OF ANY KIND, EXPRESS, IMPLIED, OR STATUTORY, NOT EXPRESSLY SET OUT IN THESE TERMS, INCLUDING WITHOUT LIMITATION THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. IN ADDITION, STEELIC MAKES NO REPRESENTATION, WARRANTY, OR GUARANTEE REGARDING THE RELIABILITY, TIMELINESS, QUALITY, SUITABILITY, ACCURACY, COMPLETENESS OR AVAILABILITY OF THE Dripsy APP, THE SERVICES OR ANY OTHER SERVICES OR GOODS REQUESTED THROUGH THE USE OF THE Dripsy APP, THE SERVICES, OR THAT THE Dripsy APP OR THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE. STEELIC DOES NOT GUARANTEE THE QUALITY, SUITABILITY, SAFETY OR ABILITY OF THIRD PARTY PROVIDERS. YOU AGREE THAT THE ENTIRE RISK ARISING OUT OF YOUR USE OF THE Dripsy APP, SERVICES, AND ANY SERVICE OR GOOD REQUESTED IN CONNECTION THEREWITH, REMAINS SOLELY WITH YOU, TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW.

WE MAKE NO WARRANTIES, GUARANTEES, REPRESENTATIONS, OR PROMISES REGARDING THE COMPATIBILITY OF THE Dripsy APP WITH ANY PARTICULAR SOFTWARE OR HARDWARE DEVICES. YOUR USE OF THE Dripsy APP IS AT YOUR OWN DISCRETION AND RISK, AND YOU ARE SOLELY RESPONSIBLE FOR ANY DAMAGES TO YOUR SOFTWARE OR HARDWARE DEVICE(S) OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OR USE OF THE Dripsy APP.

12. Limitation of Liability

UNDER NO CIRCUMSTANCES WILL STEELIC BE LIABLE FOR ANY SPECIAL, INDIRECT, CONSEQUENTIAL, INCIDENTAL, EXEMPLARY, OR PUNITIVE DAMAGES INCLUDING LOST PROFITS, LOST DATA, PERSONAL INJURY, OR PROPERTY DAMAGE RELATED TO, IN CONNECTION WITH, OR OTHERWISE RESULTING FROM ANY USE OF THE  Dripsy APP OR THE SERVICES, WHETHER THE CLAIM FOR DAMAGES IS BASED ON CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE (EVEN IF STEELIC HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES) ARISING OUT OF: (i) YOUR USE OF OR RELIANCE ON THE Dripsy APP, THE SERVICES OR YOUR INABILITY TO ACCESS OR USE THE Dripsy APP OR THE SERVICES; OR (ii) ANY THIRD PARTY CLAIMS THAT THE USE BY YOU OF THE Dripsy APP OR ANY SERVICES VIOLATES ANY THIRD-PARTY INTELLECTUAL PROPERTY RIGHT OR PRIVACY RIGHT EVEN IF STEELIC HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES; (iii) ANY DELAY OR FAILURE IN PERFORMANCE OF THE Dripsy APP OR THE SERVICES, WHETHER RELATED TO MISTAKES, ERRORS, OMISSIONS, INTERRUPTIONS, DEFECTS, DELAYS IN OPERATION OR TRANSMISSION, DELETION OF FILES OR EMAIL, COMPUTER VIRUSES OR ANY FAILURE OF PERFORMANCE (WHETHER OR NOT RESULTING FROM COMMUNICATIONS FAILURE, THEFT, DESTRUCTION OR UNAUTHORIZED ACCES TO STEELIC  OR FROM CAUSES BEYOND STEELIC'S REASONABLE CONTROL, (iv) ANY DAMAGES ARISING FROM COMMUNICATIONS, INTERACTIONS OR TRANSACTIONS WITH OTHER USERS OF THE SERVICES OR THE Dripsy APP, WITH ANY VENUE OR ITS EMPLOYEES OR WITH OTHER INDIVIDUALS AT THE VENUES, WHETHER THROUGH THE SERVICES, THE Dripsy APP  OR OTHERWISE, OR PERSONS THAT YOU MEET THROUGH THE Dripsy APP; OR (v) ANY OTHER MATTERS RELATING TO THE Dripsy APP, THE SERVICES, OUR CONTENT, YOUR CONTENT, BASED IN CONTRACT, NEGLIGENCE, STRICT LIABILITY, FUNDAMENTAL BREACH, FAILURE OF ESSENTIAL PURPOSE OR OTHERWISE, WHETHER OR NOT STEELIC HAD ANY KNOWLEDGE, ACTUAL OR CONSTRUCTIVE, THAT YOU MIGHT INCUR SUCH DAMAGES. IN NO EVENT SHALL STEELIC'S TOTAL LIABILITY TO YOU WHETHER IN CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITTY, STRICT LIABILITY OR OTHER THEORY, IN CONNECTION WITH THE USE OF THE Dripsy APP OR THE SERVICES FOR ALL DAMAGES, LOSSES AND CAUSES OF ACTION EXCEED ANY COMPENSATION PAID BY YOU FOR SERVICES DURING THE ONE (1) MONTH PRIOR TO THE DATE OF ANY CLAIM.

THE LIMITATIONS AND DISCLAIMER IN THIS SECTION DO NOT PURPORT TO LIMIT LIABILITY OR ALTER YOUR RIGHTS AS A CONSUMER THAT CANNOT BE EXCLUDED UNDER APPLICABLE LAW.

13. Miscellaneous

13.1 Indemnity

You agree to indemnify, defend, and hold Steelic and its directors, officers, employees, agents, contractors, business partners, owners, and professional advisors harmless from any claims, demands, losses, liabilities, costs, or expenses (including reasonable attorney fees) arising out of or in connection with  (i) your use of the Dripsy App or the Services or services or goods obtained through your use of the Services; (ii) your unauthorized use of the Dripsy App or Services;  (iii) your breach or violation of these Terms; (iv) the use of the Dripsy App by any person to whom you give access to your Account, including any claims made by any person that any of Your Content infringes the rights of any third party, including the Venues; or (v) Steelic’s use of Your Content. Steelic reserves the right, at its own cost, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you will fully cooperate with Steelic in asserting any available defenses.

13.2 Interpretation

The section and subject headings in these Terms are included for reference only and shall not be used to interpret any provisions of these Terms. These Terms shall not be construed against Steelic on the grounds that Steelic conducted or arranged for the drafting of these Terms.

13.3 Termination/Modification of License and Services Offered in Dripsy App

Notwithstanding any provision of these Terms, Steelic reserves the right, without notice and in its sole discretion, without any notice or liability to you, to:

  1. Terminate your license to use the Dripsy App, or any portion thereof;
  2. Block or prevent your future access to and use of all or any portion of the Dripsy App or the Services;
  3. Change, suspend or discontinue any aspect ot the Dripsy App or the Services; or
  4. Impose limits on the Dripsy App or the Services.

13.4 Termination of Terms

(a) Steelic reserves the right to terminate these Terms and your use of the Dripsy App and the Services at any time.  When your Account is deactivated, any User Charges not used shall remain in effect for 24 months.

(b) All provisions of these Terms that, by their nature, should survive termination shall survive termination, including, without limitation, ownership provisions, warranty disclaimers, indemnity, jurisdiction, dispute resolution and limitations of liability.

13.5 Governing Law/Dispute Resolution

(a) Any claim, controversy, cause of action or dispute that might arise between you and Steelic ("Claim") will be exclusively governed by laws of the State of New York without regard to its principles regarding conflict of laws.

  1. If a dispute arises out of or related to these Terms, or the breach thereof, and if such dispute cannot be settled through negotiation, the Parties agree to resolve such dispute by arbitration administered by the American Arbitration Association (“AAA”) in accordance with its Commercial Arbitration Rules, in New York City conducted in the English language by an arbitrator agreed to by the Parties within twenty (20) days of receipt by respondent of the request for arbitration or in default thereof appointed by the AAA in accordance with its Commercial Arbitration Rules. Unless the parties agree otherwise, neither party shall be required to give the general discovery of documents, but may be required to produce only specific, identified documents which are relevant to the dispute. Judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction thereof.

(c) YOU AND STEELIC AGREE THAT EACH MAY BRING OR PARTICIPATE IN CLAIMS AGAINST THE OTHER ONLY IN THEIR RESPECTIVE INDIVIDUAL CAPACITIES, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. UNLESS BOTH YOU AND STEELIC AGREE OTHERWISE, THE ARBITRATOR MAY NOT CONSOLIDATE OR JOIN THE CLAIMS OF OTHER PERSONS OR PARTIES WHO MAY BE SIMILARLY SITUATED, AND MAY NOT OTHERWISE PRESIDE OVER ANY FORM OF A REPRESENTATIVE OR CLASS PROCEEDING. IF A CLAIM IMPLICATES THIS SUBSECTION, AND THIS SUBSECTION IS FOUND TO BE INVALID, UNENFORCEABLE OR ILLEGAL BY A COURT, SUCH CLAIM MUST BE ADJUDICATED BY A COURT AND NOT BY AN ARBITRATOR.

13.6 Waiver; Remedies

The failure by us to partially or fully exercise any rights or the waiver of any breach of these Terms by you shall not prevent a subsequent exercise of such right by us or be deemed a waiver by us of any subsequent breach by you of the same or any other term of these Terms. Our rights and remedies under these Terms shall be cumulative, and the exercise of any such right or remedy shall not limit our right to exercise any other right or remedy.

13.7 Severability

If any provision of these Terms is deemed unlawful, invalid, or unenforceable by a judicial court for any reason, then that provision shall be deemed severed from these Terms, and the remainder of these Terms shall continue in full force and effect.

13.8 Electronic Contracting and Notice.

(a) Your affirmative act of using the Dripsy App and/or the Services and/or registering for an Account constitutes your electronic signature to these Terms and your consent to enter into agreements with us electronically.

(b) Steelic may give notice by means of a general notice on the Services or electronic mail to your email address in your Account. Such notice shall be deemed to have been given upon the expiration of 12 hours after sending (if sent by email). You may give notice to Steelic, with such notice deemed given when received by Steelic, at any time by first class mail or pre-paid post to Steelic LLC, Attn: Joaquin Azcue [281 Grand Street, NYC, 10002, APT 3R]

13.9 Assignment

You may not assign these Terms without Steelic's prior written approval. Steelic may assign these Terms without your consent to: (i) a subsidiary or affiliate; (ii) an acquirer of Steelic's equity, business or assets; or (iii) a successor by merger. Any purported assignment in violation of this section shall be void. No joint venture, partnership, employment, or agency relationship exists between you, Steelic or any Venue as a result of this Agreement or use of the Services.