Terms and Conditions

1. MAELSTROM Services

2. User Representations and Obligations

3. Vendor Obligations

4. Vendor Customer Obligations

5. MAELSTROM’s Role

6. Intellectual Property

8. How to report Copyright and other Intellectual Property issues

9. MAELSTROM’s Rights Concerning User Accounts; Termination

10. Payment Processing Services

11. System Outages and Maintenance

12. Suggestions and Feedback

13. Indemnity

14. No Warranty

15. Disclaimer of Liability

16. Export Compliance

17. Waiver and Release (CA Residents)

18. Legal Disputes

19. Definitions

20. Full Agreement Between You and Us

21. Miscellaneous

Please be aware that MAELSTROM may amend these Terms at any time in its sole discretion by posting a revised version of the Terms. Unless stated otherwise, access to or continued use of the Services after the effective date of any revised Terms constitutes your acceptance of the revised Terms.

AGREEMENT

These Terms of Use constitute a legally binding agreement made between you, as a person or company, and Maelstrom LLC. By using our webstie at maelstrom.com, you agree to the terms of this Agreement.

We reserve the right, in our sole discretion, to make changes or modifications to these Terms of Use at any time and for any reason. When we do so, we will notify Users via a website message, email, or both.

1 MAELSTROM PLATFORM SERVICES

MAELSTROM provides a variety of products and services to the global community of Mixed Reality enthusiasts such as:

  • Sponsor and Organizer of Game Contests We give preference to games that are popular, innovative, and were crowdfunded at Maelstrom.
  • Technical Services for Vendors of the Platform
  • Marketplace A platform for third-party vendors that offer MR products and services.
  • Crowdfunding Creators offer rewards to backers in thanks for the backers’ funding.

2 USER REPRESENTATIONS AND OBLIGATIONS

You may use the Services provided by Maelstrom solely in accordance with these Terms of Use and subject to the restrictions set forth herein and applicable guidelines and policies. Your access to and use of the Services is conditioned upon your continued compliance with these Terms, and in particular subject to the following restrictions:

a. You are responsible for your account. To use many of the Services, you will need to register and create an account with a username and password. You must provide us with accurate and complete information, and you must update your account information as needed to keep the information accurate and complete. You may not impersonate anyone else, choose a nickname that may offend someone, or violate any individual’s rights. You are solely responsible for maintaining the confidentiality of your account and for all activities associated with or occurring under your account. If you suspect or discover any unauthorized use of your account, you should notify MAELSTROM immediately by contacting us at support@MAELSTROM.com. We are not responsible for any loss or damage arising from your failure to comply with the foregoing requirements or as a result of use of your account with or without your knowledge.

b. Terminating your account. You may ask us to terminate your account by contacting us via our contact form. This will not automatically delete your account and or other User Content. Some information may be retained as required by law or as necessary for legitimate business purposes. These Terms, including our limited rights to User Content, survive termination of an account.

c. You must be 18 years old. You must be 18 years or older to sign up for an account and use Our Services. Outside of the European Economic Area (“EEA”), minors between the age of 13 and 18 years are only permitted to use Our Services through an account owned by a parent or legal guardian where the parent has provided affirmative consent and under their direct supervision. Children under 16 residing in the EEA are not permitted to access the Platform or use the Services. You are responsible for any and all account activity conducted by a minor on your account.

d. Follow the law and Our policies. You may not take any action that infringes or violates other people’s rights, violates the law, or breaches any contract or legal duty you may have toward any party. You may not offer Rewards that are illegal, violate any of MAELSTROM’s policies, rules, or guidelines, or violate any applicable law, statute, ordinance, or regulation. All Users must abide by the the rules we outline for each type of activity and depending on their role in that activity. It is your responsibility to continuously monitor these Guidelines and Policies as these may be updated from time-to-time at MAELSTROM’s sole discretion.

e. Be truthful. Do not post information you know is false, misleading, or inaccurate. Do not do anything deceptive or fraudulent.

f. Respect the rights of others. You may not threaten, abuse, harass, defame, or engage in behavior that is libelous, tortious, obscene, profane, or invasive of another’s privacy.

g. Avoid spam and unsolicited communications. You may not distribute unsolicited or unauthorized advertising or promotional material, or any junk mail, spam, or chain letters, software viruses or any other malicious or harmful programs through our system or to Users of our system.

h. Do not engage in activities that affect the functioning of the Platform.

As a user of the Site, you agree not to:

  • Obtain data or other content from the Site to create or compile, directly or indirectly, a collection, compilation, database, or directory without written permission from us.
  • Trick, defraud, or mislead;
  • Circumvent, disable, or otherwise interfere with security-related features of the Site, including features that prevent or restrict the use or copying of any Content or enforce limitations on the use of the Site and/or the Content contained therein;
  • Disparage, tarnish, or otherwise harm, in our opinion, us or other Users;
  • Use information obtained from our website to harass, abuse, or harm another person;
  • Make improper use of our support services such as submitting false reports of abuse or misconduct’
  • Use the Site in a manner inconsistent with applicable laws or regulations;
  • Engage in unauthorized framing of or linking to our website;
  • Upload or transmit (or attempt to upload or to transmit) viruses, Trojan horses, or other material
  • Spamming (continuous posting of repetitive text), that interferes with any party’s uninterrupted use and enjoyment of our website or modifies, impairs, disrupts, alters, or interferes with the use, features, functions, operation, or maintenance of our website;
  • Engage in any automated use of the system such as using scripts to send comments or messages, or using any data mining, robots, or similar data gathering and extraction tools;
  • Delete the copyright or other proprietary rights notice from our Content;
  • Attempt to impersonate another user or person such as using the username of another user;
  • Upload or transmit, or attempt to upload or to transmit, a passive or active information collection mechanism;
  • Interfere with, disrupt, or create an undue burden on our website or the networks or services connected to the Site;
  • Harass, annoy, intimidate, or threaten any of our employees or agents;
  • Attempt to bypass any measures of the Site designed to prevent or restrict access to our website;
  • Copy or adapt the Site’s software;
  • Except as permitted by applicable law, decipher, decompile, disassemble, or reverse engineer any of the software comprising or in any way making up our website;
  • Use spiders, robots, or scripts to scrape our website;
  • Use a buying agent or purchasing agent unless previously authorized by Us;
  • Make any unauthorized use of the Site, such as automated collection of email addresses or creating user accounts under false pretenses;
  • Use the Site as part of any effort to compete with us or otherwise use the Site and/or the Content for any revenue-generating endeavor or commercial enterprise.
  • Sell or otherwise transfer your account (new Users must create their own account).

i. Fees. There are no fees for creating an account on the Platform. However, Sellers and Creators are charged a Platform Fee as a percentage of their Sales or Funding. In addition, Sellers and Creators may also be charged transfer fees or bank delivery fees each time funds are sent to a Creator’s bank account. The Platform Fees are effective on the date that they are posted and will be announced on the Platform Fee page. Use of the Platform as a Buyer or Backer is free of charge; however, Backers may incur additional fees imposed by third parties (including, by way of example, fees charged by banks for payment processing or currency conversion). Users shall be solely responsible for the payment of any such fees, charges, or taxes arising in connection with their use of MAELSTROM’s services. 

Should you violate any of these Terms of Use, We reserve the right to terminate, suspend, or take any other action related to your account at our sole discretion.

3 Vendor Obligations

When you create a Store or Campaign on the MAELSTROM Platform you must act responsibly and deliver what you promise. Note: an obligation can be made even without using the word “promise”.

Vendors are required to obey the following rules (in addition to all other terms and additional policies):

a. Make good faith efforts to fulfill the promise associated you have made.

b. Respond promptly and truthfully to all questions posed in comments, messages, or updates including any questions or requests MAELSTROM makes to verify your ability to fulfill.

c. Provide regular, meaningful updates if there are obstacles or delays in fulfilling your promises.

d. Issue refunds if you are unable to provide what you have promised.

e. Comply with all applicable laws and regulations in your conduct relating to sales and pledges. You are responsible for knowing the laws that apply to you.

f. Respect the privacy of your customers: when you use MAELSTROM services, you may receive information about Users that including personally identifiable information (“PII”), such as names, e-mail addresses, and physical addresses. This information may not be used or disclosed for any purposes other than the intended use.

g. Comply with applicable Data Controller Obligations. As a Seller or Creator, you must independently fulfill all duties required of data controllers. Data controller duties include:

  • Determining and qualifying the necessary legal basis or bases for your collection or processing of personal information;
  • Managing and reporting security incidents;
  • Entering into contracts with only with data processors that provide adequate protections for personal data and including appropriate contractual language;
  • Maintaining records of your data processing activities;
  • Conducting any required data protection impact assessments; and
  • Implementing and maintaining all measures required by applicable law.

Respond to Data Subject Requests. You and MAELSTROM will have an independent obligation to respond to any requests received by either of us from EEA data subjects regarding personal data, including without limitation, those set forth in Chapter III of the GDPR and the California Consumer Privacy Act (“CCPA”). EEA/CCPA data subjects may include Buyers, Backers or any other parties whose information has been obtained in relation to your Project. The party that receives the data request is responsible for responding to the request. Seller/Creator and MAELSTROM shall reasonably cooperate and assist each other with these requests, to the extent that is legally permissible.

h. Keep abreast of tax requirements. Authorities may classify your income as taxable income. MAELSTROM may ask for the tax identification number (TIN) of Vendors and any beneficiaries and appropriate documentation where required by applicable law for tax purposes. MAELSTROM will provide Vendors with a tax document if required by the relevant taxing authorities. MAELSTROM is unable to provide any User or third party with tax advice and suggests that such Users or third parties consult with tax advisors of their choice. The shipment of Goods/Rewards to Vendor Customers may also give rise to sales tax, value added tax (VAT), use tax, customs duties, or other tax obligations, for which Vendors and Vendor Customers are solely responsible. 

i. Respond to Requests from MAELSTROM for Information about Your Project. MAELSTROM does not guarantee any Projects or undertake the duty to investigate or moderate any statements made by a Creator. However, MAELSTROM may, but is not required to and undertakes no obligation to, request information from Creators to investigate possible breaches of these Terms of Use. You agree that MAELSTROM may employ third parties to assess your Project and your compliance with MAELSTROM’s Terms of Service, Privacy Policy and other obligations. You agree to provide this information to MAELSTROM upon request. Failure to respond within 7 days or provide requested information within 14 days, shall be deemed a material breach of these Terms of Use.

k. MAELSTROM Reserves the Right to Withhold Funds. Creators are not guaranteed to receive Pledges made to a Project, even after the Campaign has ended and the fundraising goal has been reached. There may be a delay between the end of a Campaign and Our remittance of payments to a Creator for a number of reasons including, but not limited to, refunds, charge-back disputes, fraud, policy violations, or other problems.

Please remember that as a Vendor, you are solely responsible for fulfilling your promises and delivering Goods/Rewards. By offering Goods/Rewards, you enter into a separate legal agreement with your Vendor Customers specifically regarding such Goods/Rewards, including their delivery and any applicable warranties. If you are unable to perform this, or any of your other legal obligations, you may be subject to legal action by your Vendor Customers. Your mailing address and contact information may be shared with Vendor Customers that seek legal action.

4. Vendor Customers

As a Buyer/Backer, when you make a Pledge to a Campaign, and any additional Pledges made after the Campaign as a Late Pledge or during Pledge Manager – you understand that the following rules and these Terms apply (in addition to all other terms, including additional guidelines and policies).

a. All purchases by Vendor Customers are made voluntarily and at the sole discretion and risk of the User.

b. MAELSTROM Does Not Guarantee that Vendors will make good on their promises. By making a purchase or Pledge, Vendor Customers have made their own determination about the value of the products and promises that they are contracting for. Vendor Customers acknowledge and accept the risk that some Vendors may experience changes, delays, or unforeseen challenges. MAELSTROM does not guarantee performance of Vendors or represent that funds raises will be used as promised.

MAELSTROM undertakes no duty to investigate statements made by Creators. MAELSTROM also does not endorse, guarantee, make representations, or provide warranties regarding the quality, safety, legality, or suitability of any Product or Reward, or the accuracy of any User Content posted on the Platform. Delivery dates for Rewards are estimates made by the Vendor (not MAELSTROM) and there is no guarantee of fulfillment by the promised date(s). No transfer of title to tangible personal property occurs through MAELSTROM. It is important that Vendor Customers carefully review the risks associated with the Project as described by the Vendor, as well as the VEndor’s refund and cancellation policies, before making any purchase or pledge.

c. Refunds and cancellations are the sole responsibility of the Seller/Creator, under their individual refund and cancellation policy. Before supporting a Campaign or placing an order, Buyer/Backer should carefully review the Seller/Creator’s policy to understand the risks involved and the circumstances, if any, under which a refund or cancellation may be possible. MAELSTROM has no obligation to provide refunds and will not become involved in disputes between Buyers/Backers and Sellers/Creators concerning refunds or cancellations, although it may, at its discretion, help facilitate communication between them. However, funds will be automatically refunded in cases where (i) a Campaign does not reach its funding goal, or (ii) a Project is cancelled by MAELSTROM because the Creator did not complete the required onboarding process, and in any other circumstances expressly provided for under these Terms of Use or applicable MAELSTROM policies. 

d. The processing of a Backer’s payment depends on the type and timing of the Pledge. For Pledges made during a crowdfunding Campaign, Backer’s card is not charged until the end date of the Campaign, although MAELSTROM may pre-authorize Backer’s card during the Campaign. Late Pledge Backers will be charged immediately upon confirmation of the payment.

e. Communications Between Vendors and Vendor Customers. Once you have made a Pledge to a Project, the MAELSTROM collects certain information from you, such as your shipping address, or feedback regarding the Product/Project. In addition, the Vendor may also collect such information directly, as necessary to fulfill and manage the Project. In some instances, to receive the Product/Reward, you may need to provide requested information within a specific time frame and not doing so may result in your forfeiting the Reward. Vendors should not ask for information that is not required to fulfill a Product/Reward, including personal information such as Social Security numbers. Please contact MAELSTROM immediately if you receive a request for information that appears to be excessive.

f. Taxes are your responsibility. MAELSTROM does not offer any tax advice. Buyers/Backers are solely responsible for any taxes or financial obligations related to their Purchases/Pledges, to the extent required by applicable law. 

5. MAELSTROM’s as Platform Provider

a. MAELSTROM provides our Platform for Users and connects Vendors and Vendor Customers. We do not continuously monitor Vendor offerings or User Content on Our Platform, nor do We endorse such content. Likewise, MAELSTROM does not undertake any duty to investigate or guarantee the accuracy or truthfulness of any statements made by Vendors. Vendor Customers should carefully evaluate a Vendor’s promises before deciding to purchase or pledge support.

b. We may remove User Content or cancel Vendor Offerings or refund Pledges at Our discretion. MAELSTROM may remove User Content that violates Our Terms of Use in Our sole discretion. Removing User Content, terminating an account, or cancelling Campaigns, or refunding Pledges are not actions We take lightly, and We may take a while to investigate and determine if such actions are warranted. It is in Our sole discretion whether to discuss the reasons for taking action against any User Content or account.

c. We may require information about your Product/Project before disbursing funds. MAELSTROM may request information from the Seller/Creator regarding Products/Projects and may require the provision of documentation as part of the onboarding process before any funds are released. The specific requirements regarding onboarding and documentation are set out in the MAELSTROM Seller/Creator Guidelines , which form an integral part of these Terms of Use.

d. We do not guarantee performance by Sellers or Pre-Sellers. Sellers/Creators bear sole responsibility for the delivery of Products/Rewards and for the offering of any refunds. MAELSTROM only provides the Platform to facilitate Sales and Pre-Sales and does not assume any responsibility or liability for the contracts and/or promises made by Sellers or Pre-Sellers.

e. We do not provide tax or legal advice to Users. Users bear sole responsibility for determining how the applicable laws apply to the Sales or Pre-Sales they are involved in and utilizing any of the Services in general.

f. We do not become involved in legal disputes between Users. MAELSTROM bears no liability, and has no obligation to investigate, participate, or become involved, in any dispute between Users, including between Backers and Creators, although we may, at our sole discretion, choose to facilitate communication between Users.

g. Sellers and Creators are responsible for their offerings, even if we help them in some way. MAELSTROM may offer additional services, including helping with drafting Content, assisting with the design of Projects, marketing services and referring vendors and other service providers to Sellers/Creators. Any such services will be subject to a separate agreement between the Seller/Creator and MAELSTROM. Even where We help with a Project, Vendors bear sole responsibility and must comply with all obligations in these Terms of Use and applicable laws, regulations, and other guidelines as the only responsible party for the Project.

6. Intellectual Property

a. MAELSTROM’s Intellectual Property. MAELSTROM’s Services, Content and Marks, are legally protected in a number of ways, including pursuant to copyright, trademark, service marks, patent, trade secrets, and other U.S. and international intellectual-property laws. You agree to respect all copyright and other legal notices, information, and restrictions contained in any MAELSTROM Content, Services, or Marks accessed through the Platform or the Services. You agree not to change, translate, or otherwise create derivative works of the Services.

b. Limited User Rights; License to MAELSTROM Content. MAELSTROM grants you a limited license (that is temporary, non-exclusive, non-sublicensable, and non-transferrable) to access and use User Content and MAELSTROM Content solely for use of the Services in accordance with these Terms. You may not reproduce, redistribute, transmit, assign, sell, broadcast, rent, share, lend, modify, adapt, edit, create derivative works of, license, or otherwise transfer or use any User Content or MAELSTROM Content unless We give you express written permission to do so. We reserve the right to revoke this limited license to access and use User Content and MAELSTROM Content at any time and in our sole discretion.

c. MAELSTROM Trademark Policy. You may use the MAELSTROM Marks only in accordance with Our Trademark Policy.

d. Your User Content remains your property. When you submit User Content to the Platform or via the Services, you agree to the following terms:

1. You allow us to use your User Content. You grant us a worldwide, non-exclusive, perpetual, irrevocable, royalty-free, sublicensable, and transferable right to use, exercise, commercialize, and exploit the copyright, publicity, trademark, and database rights with respect to your User Content.

2. We can make changes to or delete your User Content. You grant us the right to make changes, edits, modifications, translations, formatting, or delete your User Content.

3. You have all legal rights to your User Content. You represent and warrant that: (1) you have all licenses, rights, consents, and permissions necessary to grant the rights set forth in these Terms to MAELSTROM with respect to your User Content; (2) your User Content does not and will not infringe any third party’s intellectual property rights, proprietary rights, privacy rights, confidentiality, rights of publicity or otherwise violate these Terms or applicable law; and (3) MAELSTROM does not need to obtain any licenses, rights, consents, or permissions from, or make any payments to, any third party for any use of your User Content, or have any liability to a User or any other party as a result of Our use or exploitation of your User Content.

8. How to report Copyright and covered other Intellectual Property issues

We comply with intellectual property laws and industry best practices to maintain the integrity of Our Platform and Services.

The Digital Millennium Copyright Act (“DMCA”) sets out the procedure to report notices of alleged copyright infringement. We will respond to notices of alleged infringement in accordance with the law. We reserve the right, in our sole discretion, to delete or disable User Content that has been alleged to be infringing, as well as to terminate User accounts associated with persistant infringers.

9. MAELSTROM’s Rights Concerning User Accounts; Termination

a. We reserve the right to monitor, terminate, suspend, or delete any User Account at any time in Our sole discretion. We have no obligation to comment on any reasons for account monitoring, termination, suspension, or deletion.

b. We have no liability to you or third parties for any use of the Services associated with your account or Project. Upon suspension or termination of your account, you must cease all use of the Services and User Content. Your representations and warranties shall survive termination.

c. MAELSTROM reserves the right to suspend or terminate a Vendor or Vendor Offering if it does not comply with these Terms of Use or, in its sole discretion, has a deleterious effect on our business. In the event of termination, MAELSTROM may refund any and all funds received by a Vendor to affected Vendor Customers and may seek reimbursement from a Vendor for any funds that Vendor has already received. MAELSTROM may also avail itself of any of the remedies provided for in these Terms and any remedies available to enforce its rights under these Terms or applicable law.

10. Payment Processing Services

Payment processing services on MAELSTROM are provided by third-party payment service providers. The current list of such providers, together with links to their applicable terms of service, is available on Our Payment Providers page and may be updated from time to time. By using MAELSTROM’s Services, you agree to be bound by the terms and conditions of the applicable payment service providers, as modified by them from time to time.

As a condition to MAELSTROM enabling payment processing services through these providers, Creators agree to provide MAELSTROM with accurate and complete information about yourself and your business, and you authorize MAELSTROM to share such information with the relevant payment service providers, as well as transaction information related to your use of the payment processing services.

In all cases, standard fees charged by the applicable payment provider (including, without limitation, credit card fees, instant payment method fees, or other third-party processing charges) apply in addition to any Platform Fees. MAELSTROM is not responsible for the performance of any third-party payment processing services.

11. System Outages and Maintenance

The Platform or Services may be unavailable for scheduled maintenance and other reasons, including unplanned outages and other malfunctions. We are not responsible if the Platform or Services are unavailable, or if you lose any data, information, or User Content for any reason.

12. Suggestions for Improvement and Service Quality Feedback

We appreciate your comments or suggestions. We want to be responsive and to create the best possible Services for our Users. To ensure clarity, you agree that any suggestions or feedback that you submit will be used as follows:

a. They are non-confidential and non-proprietary;

b. you grant MAELSTROM a perpetual, irrevocable, worldwide, non-exclusive, royalty- free, sublicensable and transferable license to use, reproduce, distribute, sell, exploit, prepare derivative works of and display the Submission, including, without limitation, in connection with the Platform or Services, and for promoting and redistributing part or all of the Submission (and derivative works thereof) in any media formats and through any media channels whether now known or hereafter developed, without payment or accounting;

c. We are under no obligation to evaluate, review, or use any Unsolicited Idea Submission.

13. Indemnity

You agree to defend, indemnify and hold harmless MAELSTROM, Our subsidiaries and affiliated companies, and Our officers, directors, employees, partners, contractors, representatives, agents, and third party providers from and against any and all claims, causes of action, damages, obligations, losses, liabilities, costs or debt, and expenses (including reasonable attorneys’ fees and costs) and all amounts paid in settlement arising from or relating to, use or misuse of the Services, breach or these Terms or violation of any applicable laws. We reserve the right, in Our sole discretion and at Our own expense, to assume the exclusive defense and control of any matter for which you have agreed to indemnify us and you agree to assist and cooperate with us as reasonably required in the defense or settlement of any such matters.

14. No Warranty

MAELSTROM HAS NO FIDUCIARY DUTY TO ANY USER. THE SERVICES, MAELSTROM CONTENT, USER CONTENT, AND ANY OTHER MATERIALS MADE AVAILABLE OR THROUGH THE USE OF THE SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT ANY WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, NONINFRINGEMENT OR COURSE OF PERFORMANCE.

TO THE FULLEST EXTENT PERMISSIBLE PURSUANT TO APPLICABLE LAW, MAELSTROM AND ITS AFFILIATES, LICENSORS, SUPPLIERS, ADVERTISERS, SPONSORS AND AGENTS, DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION, IMPLIED WARRANTIES OF TITLE, NON- INFRINGEMENT, ACCURACY, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, AND ANY WARRANTIES THAT MAY ARISE FROM COURSE OF DEALING, COURSE OF PERFORMANCE OR USAGE OF TRADE.

MAELSTROM AND ITS AFFILIATES, LICENSORS, SUPPLIERS, ADVERTISERS, SPONSORS AND AGENTS DO NOT WARRANT THAT YOUR USE OF THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE OR SECURE, THAT DEFECTS WILL BE CORRECTED, OR THAT THE SERVICES OR THE SERVER(S) ON WHICH THE SERVICES ARE HOSTED, OR ANY SERVICES AVAILABLE ON ANY THIRD PARTY PLATFORM ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. NO OPINION, ADVICE OR STATEMENT OF MAELSTROM OR ITS AFFILIATES, LICENSORS, SUPPLIERS, ADVERTISERS, SPONSORS, AGENTS, MEMBERS OR VISITORS, WHETHER MADE THROUGH THE USE OF THE SERVICES, OR ON THIRD-PARTY PLATFORMS OR OTHERWISE, SHALL CREATE ANY WARRANTY. YOUR USE OF THE SERVICES, INCLUDING WITHOUT LIMITATION ANY SERVICES PROVIDED ON ANY THIRD-PARTY PLATFORM, ARE ENTIRELY AT YOUR OWN RISK.

15. Disclaimer of Liability

a. Use the Services at your own risk. We make no representations about the quality, safety, morality or legality of any Vendor, Product offer, Reward or Pledge or the truth or accuracy of User Content posted on the Services. We do not guarantee the fulfillment or the performance of any Rewards, or that Pledges will be used as described in the Project. We do not control or endorse User Content posted on the Platform or in any Services and, as a result, do not guarantee in any manner the reliability, validity, accuracy or truthfulness of such User Content. MAELSTROM is not liable for any damages or losses related to your use of the Services. We do not become involved in disputes between Users, or between Users and any third party relating to the use of the Services.

b. You release us from all claims. When you use the Services, you release MAELSTROM from claims, damages, and demands of every kind – known and unknown, suspected or unsuspected, disclosed or undisclosed – arising out of or related to the Services. All Content that you access or use through the Services is entirely at your own risk and you solely are responsible for any resulting damage or loss to any party.

c. YOU ACKNOWLEDGE AND AGREE THAT, TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE ENTIRE RISK ARISING OUT OF YOUR ACCESS TO AND USE OF THE SERVICES AND USER CONTENT, AND ANY CONTACT YOU HAVE WITH OTHER USERS OR THIRD PARTIES, WHETHER IN PERSON OR ONLINE, REMAINS WITH YOU. NEITHER MAELSTROM NOR ANY OTHER PARTY INVOLVED IN CREATING, PRODUCING, OR DELIVERING THE SERVICES WILL BE LIABLE (WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT MAELSTROM HAS BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGE, EVEN IF A LIMITED REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE, FOR: (A) ANY INCIDENTAL, SPECIAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES, INCLUDING LOST PROFITS, LOSS OF DATA OR LOSS OF GOODWILL; (B) SERVICE INTERRUPTION, COMPUTER DAMAGE OR SYSTEM FAILURE; (C) THE COST OF SUBSTITUTE PRODUCTS OR SERVICES; (D) ANY DAMAGES FOR PERSONAL OR BODILY INJURY OR EMOTIONAL DISTRESS ARISING OUT OF OR IN CONNECTION WITH THESE TERMS; (E) THE USE OF OR INABILITY TO USE THE SERVICE; (F) ANY COMMUNICATIONS OR OTHER INTERACTIONS WITH OTHER USERS OR OTHER PERSONS WITH WHOM YOU COMMUNICATE OR INTERACT AS A RESULT OF YOUR USE OF THE SERVICES; OR (G) YOUR SALES, PRE-SALES, OR PLEDGES.

IN NO EVENT SHALL THE TOTAL, AGGREGATE LIABILITY OF MAELSTROM AND ITS AFFILIATES AND SUBSIDIARIES, AND THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES AND AGENTS, ARISING FROM OR RELATING TO THE TERMS, SERVICES, OR USER CONTENT, OR FROM THE USE OF OR INABILITY TO USE THE SERVICES EXCEED THE TOTAL AMOUNT OF FEES ACTUALLY PAID TO MAELSTROM BY YOU HEREUNDER, OR ONE HUNDRED US DOLLARS IF NO SUCH PAYMENTS HAVE BEEN MADE.

16. Export Compliance

You agree to comply with all applicable import, re-import, export, and re-export control laws and regulations, including the Export Administration Regulations, the International Traffic in Arms Regulations, and country-specific economic sanctions programs implemented by the Office of Foreign Assets Control. For clarity, you are solely responsible for compliance related to the manner in which you use any third-party products funded through the Platform. Further, pursuant to 15 C.F.R. § 758.6(a)(1), you are hereby advised that for any items that are physically shipped to you, the items are controlled by the U.S. Government and authorized for export only to the country of ultimate destination for use by the ultimate consignee or end-user(s) herein identified. They may not be resold, transferred, or otherwise disposed of, to any other country or to any person other than the authorized ultimate consignee or end-user(s), either in their original form or after being incorporated into other items, without first obtaining approval from the U.S. government, or as otherwise authorized by U.S. law and regulations.

You agree to indemnify MAELSTROM for any penalties, fines, attorneys’ fees and other amounts that may be incurred by MAELSTROM that arise out of or are related to your failure to comply with this Section, and violations may result in account termination and reporting to relevant agencies.

17. Waiver and Release (for CA Residents)

California residents must, as a condition of this Agreement and using the Platform as a User, waive the applicability of California Civil Code Section 1542 for unknown claims which states: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, AND THAT, IF KNOWN BY HIM OR HER, WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY.” You waive this section of the California Civil Code and any similar provision in law, regulation or code that has the same effect or intent as the foregoing release.

18. Legal Disputes

For any action not subject to arbitration, you and MAELSTROM agree to submit to the personal jurisdiction of a state court located in Ft Lauderdale, Florida or the United States District Court for the Southern District of Florida. The Terms and the relationship between you and MAELSTROM shall be governed in all respects by the laws of the State of Florida, without regard to its conflict of law provisions.

PLEASE READ THIS SECTION CAREFULLY. IT AFFECTS YOUR LEGAL RIGHTS, INCLUDING YOUR RIGHT TO FILE A LAWSUIT IN COURT.

You and MAELSTROM agree that this arbitration undertaking is made pursuant to or in connection with a transaction involving interstate commerce, and shall be governed by and construed and interpreted in accordance with the Federal Arbitration Act at 9 U.S.C. Section 1, et seq. Terms affect interstate commerce and that the Federal Arbitration Act governs the interpretation and enforcement of these arbitration provisions.

This Section is intended to be interpreted broadly and governs any and all disputes between us, including but not limited to claims arising out of or relating to any aspect of the relationship between us, whether based in contract, tort, statute, fraud, misrepresentation or any other legal theory; claims that arose before these Terms or any prior agreement (including, but not limited to, claims related to interactions between users); and claims that may arise after the termination of these Terms. The only disputes excluded from this Section are the litigation of certain intellectual property and small court claims, as provided below.

By agreeing to these Terms, you agree to resolve any and all disputes with MAELSTROM as follows:

Pre-Arbitration Dispute Resolution : For any and all disputes, claims, or controversies you may have against MAELSTROM (“Disputes”), whether pursued in court or arbitration, you must first give us an opportunity to resolve the Dispute informally by contacting us through this email address: support@MAELSTROM.com with the following information: (1) your name, (2) your address, (3) a written description of your claim, and (4) a description of the specific relief you seek. If we do not resolve the Dispute within forty-five (45) days after receiving your notification, then you may pursue resolution of the Dispute in arbitration. You may pursue your Dispute in a court only under the circumstances described below.

Arbitration Procedures:

If the Dispute has not been resolved and is not subject to the exclusions provided above, then either party may initiate binding arbitration as the sole means to resolve all Disputes, subject to the terms set forth below.

All Disputes shall be resolved before a single arbitrator in accordance with the JAMS Streamlined Arbitration Rules and Procedures for claims that do not exceed $250,000 and the JAMS Comprehensive Arbitration Rules and Procedures for claims exceeding $250,000, in each case applying the rules and procedures in effect at the time the arbitration is initiated, excluding any rules or procedures governing or permitting class actions. You can find the JAMS rules and procedures here at this link.

To start an arbitration with JAMS, you must do the following: (1) write a Demand for Arbitration that includes a description of the claim and the amount of damages you seek to recover (you may find a copy of a Demand for Arbitration at www.jamsadr.com); (2) send three copies of the Demand for Arbitration, plus the appropriate filing fee, to JAMS, One Biscayne Tower, 2 South Biscayne Blvd, Ste 3600, Miami, FL 33131; and (3) send three copies of the Demand for Arbitration to MAELSTROM at 4000 Hollywood Blvd, Ste 555S, Ft Lauderdale FL 33021, ATTN: MAELSTROM, LLC – Arbitration Demand.

You will be required to pay $250 to initiate an arbitration against us. If the arbitrator finds the arbitration to be non-frivolous, MAELSTROM will pay all other fees invoiced by JAMS, including filing fees and arbitrator and hearing expenses. You are responsible for your own attorneys’ fees unless the arbitration rules and/or applicable law provide otherwise.

Location of Arbitration: If you live in the United States, you may initiate and litigate the arbitration in your hometown area or through the JAMS office located in Miami Florida. If you live outside the United States, you must initiate and litigate the arbitration through the JAMS office located in Miami Florida. Either party may ask that the arbitration including the hearings, arguments, and all conferences be conducted telephonically or by video conference (e.g., Skype).

The arbitrator, and not any federal, state, or local court or agency, shall have exclusive authority to resolve all disputes arising out of or relating to the interpretation, applicability, enforceability, or formation of these Terms, Additional Policies, or the Privacy Policy, including but not limited to any claim that all or any part of these Terms, Additional Policies, or Privacy Policy is void or voidable, whether a claim is subject to arbitration, or the question of waiver by litigation conduct. The arbitrator shall be empowered to grant whatever relief would be available in a court under law or in equity. The arbitrator’s award shall be written and shall be binding on the parties and may be entered in any court with jurisdiction.

The parties understand that, absent this mandatory arbitration provision, they would have the right to sue in court and have a jury trial. They further understand that, in some instances, the costs of arbitration could exceed the costs of litigation and the right to discovery may be more limited in arbitration than in court.

CLASS ACTION WAIVER: The parties agree that the arbitration shall be conducted in their individual capacities only and not as a class action or other representative action, and the parties expressly waive their right to file a class action or seek relief on a class basis. THIS MEANS THAT YOU AND MAELSTROM AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY, AND NOT AS A LEAD OR REPRESENTATIVE CLASS PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. HOWEVER, THE PARTIES EXPRESSLY AGREE THAT SEPARATE INDIVIDUAL ARBITRATIONS SHALL BE CONSOLIDATED, UPON REQUEST BY EITHER PARTY, IF SUCH SEPARATE INDIVIDUAL ARBITRATIONS RELATE TO OR ARISE OUT OF THE SAME OR SUBSTANTIALLY THE SAME TRANSACTION(S) OR OCCURRENCE(S). CONSOLIDATION MEANS THAT ANY AND ALL SEPARATELY INITIATED ARBITRATIONS THAT RELATE TO OR ARISE OUT OF THE SAME OR SUBSTANTIALLY THE SAME TRANSACTION(S) OR OCCURRENCE(S) ARE ALL HEARD BY A SINGLE ARBITRATOR IN A SINGLE ARBITRATION. IF EITHER PARTY REQUESTS CONSOLIDATION OF MULTIPLE ARBITRATIONS, THEN THE PARTIES TO THE CONSOLIDATED CASE(S) WILL BE DEEMED TO HAVE WAIVED THEIR RIGHT TO DESIGNATE AN ARBITRATOR AS WELL AS ANY CONTRACTUAL PROVISION WITH RESPECT TO THE PLATFORM OF THE ARBITRATION. THE FOLLOWING FACTORS MAY BE CONSIDERED IN REQUESTING A CONSOLIDATION OF ARBITRATIONS:

• The arbitrations have a common question of law or fact;

• The issues in the multiple arbitrations are largely identical;

• There are common claims, disputes, defenses, and relationships between or among the parties in the different arbitrations;

• One or more parties is named in multiple pending arbitrations;

• The arbitrations relate to the same campaign featured on MAELSTROM’s platform;

• Consolidation will save time and resources;

• One party will be seriously prejudiced by having multiple arbitrations heard separately.

By agreeing to these Terms, you are waiving your right to trial by jury or to participate in a class action. We are also waiving these rights.

Exclusions from Arbitration: Intellectual Property and Small Claims Court Claims: Notwithstanding the parties’ agreement to resolve Disputes through arbitration, either party may (1) bring enforcement actions, validity determinations or claims arising from or relating to misuse, infringement, or misappropriation of intellectual property theft, piracy or unauthorized use of intellectual property in state or federal court or in the U.S. Patent and Trademark Office to protect its intellectual property rights (“intellectual property rights” means patents, copyrights, moral rights, trademarks, and trade secrets, but not privacy or publicity rights); and/or (2) seek relief in a small claims court for disputes or claims within the scope of that court’s jurisdiction.

30-Day Right to Opt-Out: You have the right to opt out and not be bound by the arbitration and class action waiver provisions set forth above. You can opt out of the arbitration and class action waiver provisions set forth above by sending an email from your registered email address on MAELSTROM to us here with the subject line, “ARBITRATION AND CLASS ACTION WAIVER OPT-OUT.” To opt-out, you must send the email to MAELSTROM with the required language within thirty (30) days of the later of the following: (i) of your creation of an MAELSTROM account or your first transaction with MAELSTROM, whichever is earlier; or (ii) the date of notice from MAELSTROM of a material change to this Section via email to you. To be clear, if you opt out of the arbitration and class action waiver provision, you will be able to pursue any potential claims in a court of law and can participate in a class action or other class proceeding if you so desire. If you do not opt out properly, you agree to arbitrate. If you opt out of the arbitration and class action waiver provisions, we will not be subject to them either with respect to any disputes with you, meaning MAELSTROM can also litigate in a court of law and be subject to class action litigation.

Severability: If a court or arbitrator decides that any portion of this Section regarding Dispute Resolution, Arbitration and Class Action Waiver is invalid or unenforceable, then the portion shall be severed from the Terms and/or deemed modified, only to the extent necessary to make it lawful. Such invalidity shall not affect the enforceability of any other provisions of the Terms that are not invalid or unenforceable. To affect the modification of the portion, the portion shall be deemed deleted, added to, and/or rewritten, whichever shall most fully preserve the intentions of the parties as originally expressed herein.

These Terms and the relationship between you and MAELSTROM shall be governed in all respects by the laws of the State of Florida, without regard to its conflict of law provisions. This “Dispute Resolution, Arbitration and Class Action Waiver” section shall survive any termination of your account, these Terms, or the Services.

19. Definitions

a. “Agreement” refers to agreement between User and MAELSTROM formed as a result of your acceptance of these Terms of Use, as further described in Section 21 hereof.

b. “MAELSTROM, ” “We, ” “Our, ” or “Us” refers to MAELSTROM, LLC, a Florida Limited Liability Company, together with its parents, subsidiaries, affiliates, agents, representatives, consultants, employees, officers, and directors;

c. “Pre-Sales” refer to products that designed ready to product but are not yet in production (“pre-production”);

d. “Advanced Sales” refer to sales of new versions of products that are in production, these may be only planned and not fully designed but the success of previous versions have proven the market and provided the capital and expertise to make sales in advance of manufacturing;

e. “Campaigns” refers to crowdfunding campaigns offering innovative products that haven’t yet proven their commercial viability;

f. “Vendor Customer(s)” refers to those Users who purchase products or services or who are a backer of one or more Campaigns;

g. “Vendors” refers to those Users who raise funds through the Platform and Services via Sales, Pre-Sales, Advanced Sales, or Campaigns;

h. “Content” refers to all software, technology, designs, materials, information, communications, text, graphics, links, electronic art, animations, illustrations, artwork, audio clips, video clips, photos, images, reviews, ideas, and other data or copyrightable materials or Content, including the selection and arrangements thereof offered through the Services;

i. “DMCA” refers to the Digital Millennium Copyright Act of 1998, including any amendments;

j. “MAELSTROM Content” refers to Content provided by MAELSTROM to Users in connection with the Services, including, without limitation, the software, the products and the Platform;

k. “Infringement” refers to the unauthorized or not permitted use of copyrighted material or other intellectual property rights;

l. “Late Pledge” refers to a Pledge made by a Backer after the original crowdfunding Campaign has ended, in order to support the Project or to modify an existing order, subject to the Creator’s settings and the availability of Rewards;

m. “Marks” refers to the trademarks, service marks, and logos used and displayed throughout the Services or in any or in MAELSTROM Content;

n. “PII” refers to personally-identifiable information, as that term is defined under all applicable laws;

o. “Platform” refers to the MAELSTROM website;

p. “Pledge” or “Pledges” refers to funds committed or paid by Backers whether during the crowdfunding Campaign or afterwards through a Late Pledge;

q. “Privacy Policy” refers to MAELSTROM’s Privacy Policy, found at https://www.MAELSTROM.com/privacy and incorporated herein by reference;

r. “Project” refers to any initiative, including a Campaign, led by the Creator and made available on the Platform. 

s. “Rewards” refers to the gifts or rewards in the form of tangible items or intangible services offered by Creators to Backers;

t. “Services” refers to the Platform, mobile applications or connected applications, other offerings and services provided on the Platform;

u. “Terms” or “Terms of Use” refers to these Terms of Use plus Additional Policies that may be instituted from time to time, and MAELSTROM’s Privacy Policy;

v. “User, ” “You, ” or ” Your” refers to Users of the Services, Vendors and Vendor customers, either individually or collectively;

w. “User Content” refers to Content uploaded, transmitted or posted to the Services by a User, including User Content in a Campaign.

20. Full Agreement Between You and Us

These Terms are the entire agreement between You and MAELSTROM. They supersede all other communications and proposals (whether oral, written, or electronic) between you and MAELSTROM with respect to the Services and govern our relationship. MAELSTROM is not a party to, and assumes no responsibility for, any agreement between a Seller/Pre-Seller/Creator and a Buyer/Backer relating to the offering, delivery, or fulfillment of Rewards within a Project, which agreement exists solely between the Seller/Pre-Seller/Creator and the Buyer/Backer.

If any provision of these Terms are deemed invalid by a court of competent jurisdiction, the invalidity of such provision shall not affect the validity of the remaining provisions of this Agreement, which shall remain in full force and effect. MAELSTROM’s failure to assert any right or provision under this Agreement shall not constitute a waiver of such right or provision.

21. Miscellaneous

We may modify or discontinue the Services at any time, in our sole discretion. You agree that, except as otherwise expressly provided in these Terms, there shall be no third-party beneficiaries to these Terms. No waiver of any provision of these Terms shall be deemed a further or continuing waiver of such term or any other term, and MAELSTROM’s failure to assert any right or provision under these Terms shall not constitute a waiver of such right or provision. You agree that regardless of any statute or law to the contrary, any claim arising out of or related to the Services must commence within one (1) year after the cause of action accrues. Otherwise, such cause of action is permanently barred.