Terms of Service

Last updated May 17, 2022

1. AGREEMENT TO TERMS

These Terms of Service (this "Agreement") constitute a legally binding agreement made between you, whether personally or on behalf of an entity or any owner of any “zPLOT token”,  or "CropXYZ utility tokens" (defined below) ("Purchaser" or "you") and Meshlink Inc., doing business as CropXYZ ("CropXYZ," “CropXYZ Developers”, "we," "us," or "our"), concerning your access to and use of the https://cropxyz.com website as well as any other media form, media channel, mobile website or mobile application related, linked, or otherwise connected thereto (collectively, the “Site”). The CropXYZ Developers and each Purchaser may be referred to throughout this Agreement collectively as the “Parties” or individually as a “Party”. You agree that by accessing the Site or otherwise owning a zPLOT token or CropXYZ utility token, you have read, understood, and agreed to be bound by all of these Terms of Service.

IF YOU DO NOT AGREE WITH ALL OF THESE TERMS OF SERVICE, THEN YOU ARE EXPRESSLY PROHIBITED FROM USING THE SITE AND YOU MUST DISCONTINUE USE IMMEDIATELY. WHEN YOU AGREE TO THESE TERMS, YOU ARE AGREEING (WITH LIMITED EXCEPTION) TO RESOLVE ANY DISPUTE BETWEEN YOU AND US THROUGH BINDING, INDIVIDUAL ARBITRATION RATHER THAN IN COURT.

Supplemental terms and conditions or documents that may be posted on the Site from time to time are hereby expressly incorporated herein by reference. We reserve the right, in our sole discretion, to make changes or modifications to these Terms of Service from time to time. We will alert you about any changes by updating the “Last updated” date of these Terms of Service, and you waive any right to receive specific notice of each such change. Please ensure that you check the applicable Terms every time you use our Site so that you understand which Terms apply. You will be subject to, and will be deemed to have been made aware of and to have accepted, the changes in any revised Terms of Service by your continued use of the Site after the date such revised Terms of Service are posted.

“zPLOT” refers to a non-fungible token (NFT) (i.e., a controllable electronic record recorded on a blockchain) that, as of its genesis issuance, is linked to an image of a virtual plot of land. “zPLOT Art” means the image of the virtual plot of land linked to a particular NFT, which images consists of elements of art compiled by the underlying CropXYZ set of smart contracts. For avoidance of doubt, the zPLOT Art is digital in nature and does not include, is not linked to, and is not sold together with, any items or representations that have physical dimensions such as mass or volume.

“CropXYZ utility tokens” refers to a fungible token (ERC20) (i.e., an amount of controllable electronic records recorded on a blockchain) that, as of its genesis issuance, is linked to an amount a virtual balance related and usable only within the CropXYZ and related games. “CropXYZ utility token balance” means the amount of virtual tokens of a particular ERC20 token, which consists of balances compiled by the underlying CropXYZ set of smart contracts. For avoidance of doubt, the CropXYZ utility tokens (e.g. zGRAPE) is digital in nature and does not include, is not linked to, and is not sold together with, any items or representations that have physical dimensions such as mass or volume. zPLOTs may accumulate a CropXYZ utility token (e.g. zGOLD, zGRAPE etc) when they are staked in the smart contract.

CropXYZ utility tokens are built for one purpose and one purpose only: to engage with in-game systems like minting more CropXYZ utility tokens within the CropXYZ ecosystem. CropXYZ utility tokens has no other functionality other than within the CropXYZ ecosystem, and it cannot be purchased from the CropXYZ Developers. CropXYZ utility tokens can only be accessed via the purchase of the “CropXYZ Starter Packs” (bundles of in-game utility tokens) or accumulated by staking your zPLOT with CropXYZ utility tokens. The CropXYZ Developers do not provide or intend to provide a secondary marketplace for CropXYZ utility tokens.

The purchase from the CropXYZ Developers or purchase from any owner of a NFT originally produced by the CropXYZ Developers does not constitute a financial investment. You are buying a piece of art that lives on the InterPlanetary File System protocol network (IPFS), the Ethereum or Polygon blockchain.

zPLOTs may be available for purchase on one or more third-party platforms, such as OpenSea (each, a “NFT Marketplace”), which we do not operate. The access and use of the NFT Marketplaces are subject to the separate terms of the NFT Marketplace.

The information provided on the Site is not intended for distribution to or use by any person or entity in any jurisdiction or country where such distribution or use would be contrary to law or regulation or which would subject us to any registration requirement within such jurisdiction or country. Accordingly, those persons who choose to access the Site from other locations do so on their own initiative and are solely responsible for compliance with local laws, if and to the extent local laws are applicable.

zPLOTs and CropXYZ utility tokens may be available for purchase on one or more third-party platforms, such as OpenSea (each, a “NFT Marketplace”) or UniSwap (each, a “ERC20 Exchange”), which we do not operate. The access and use of the NFT Marketplaces or ERC20 exchanges are subject to the separate terms of said NFT Marketplace or ERC20 exchange.

The Site is not tailored to comply with industry-specific regulations (Health Insurance Portability and Accountability Act (HIPAA), Federal Information Security Management Act (FISMA), etc.), so if your interactions would be subjected to such laws, you may not use this Site. You may not use the Site in a way that would violate the Gramm-Leach-Bliley Act (GLBA).

The Site is intended for users who are at least 18 years old. Persons under the age of 18 are not permitted to use or register for the Site.



2. INTELLECTUAL PROPERTY RIGHTS

(a) Unless otherwise indicated, the Site is our proprietary property and all source code, databases, functionality, software, website designs, audio, video, text, photographs, and graphics on the Site (collectively, the “Content”) and the trademarks, service marks, and logos contained therein (the “Marks”) are owned or controlled by us or licensed to us, and are protected by copyright and trademark laws and various other intellectual property rights and unfair competition laws of the United States, international copyright laws, and international conventions.

(b) The Content and the Marks are provided on the Site “AS IS” and “AS AVAILABLE” for your information and personal use only and provided without warranty of any kind. By using this website you are accepting sole responsibility for any and all transactions involving CropXYZ digital collectibles. Except as expressly provided in these Terms of Service, no part of the Site and no Content or Marks may be copied, reproduced, aggregated, republished, uploaded, posted, publicly displayed, encoded, translated, transmitted, distributed, sold, licensed, or otherwise exploited for any commercial purpose whatsoever, without our express prior written permission.

(c) When Purchaser acquires a zPLOT, or CropXYZ utility tokens, Purchaser owns all personal property rights to that zPLOT and CropXYZ utility tokens (e.g., the right to freely sell, transfer, or otherwise dispose of that zPLOT). 

(d) Provided that you are eligible to use the Site, you are granted a limited license to access and use the Site and to download or print a copy of any portion of the Content to which you have properly gained access solely for your personal, non-commercial use. We reserve all rights not expressly granted to you in and to the Site, the Content and the Marks.

(e) Purchaser represents and warrants that it will not transfer a zPLOT, zGOLD utility tokens or crop utility tokens in any subsequent transaction to a Transferee that is (i) located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a terrorist-supporting country; or is (ii) listed on any U.S. Government list of prohibited or restricted parties (“Prohibited Transferees”).



3. USER REGISTRATION

You may be required to register with the Site. You agree to keep your password confidential and will be responsible for all use of your account and password. We reserve the right to remove, reclaim, or change a username you select if we determine, in our sole discretion, that such username is inappropriate, obscene, or otherwise objectionable.



4. USER REPRESENTATIONS

By using the Site, you represent and warrant that:
(a) all registration information you submit will be true, accurate, current, and complete;

(b) you will maintain the accuracy of such information and promptly update such registration information as necessary;

(c) you have the legal capacity and you agree to comply with these Terms of Service;

(d) you are not a minor in the jurisdiction in which you reside;

(e) you will not access the Site through automated or non-human means, whether through a bot, script, or otherwise;

(f) you will not use the Site for any illegal or unauthorized purpose; and

(g) your use of the Site will not violate any applicable law or regulation.



5. USER ASSUMED RISK
(a) Purchaser is solely responsible for determining what, if any, taxes apply to Purchaser’s purchase, sale, or transfer of the zPLOTS or any CropXYZ utility tokens. The CropXYZ Developers are not responsible for determining or paying the taxes that apply to such transactions.

(b) We do not store, send, or receive cryptocurrency assets. Any transfer of cryptocurrency assets occurs within the supporting blockchain that is not controlled by us. Transactions of any zPLOT or any CropXYZ utility tokens may be irreversible, and, accordingly, losses due to fraudulent or accidental transactions may not be recoverable. Some transactions of the zPLOTs and CropXYZ utility tokens shall be deemed to be made when recorded on a public blockchain ledger, which is not necessarily the date or time that Purchaser initiated the transaction.

(c) There are risks associated with using an internet based digital asset, including but not limited to, the risk of hardware, software and Internet connections, the risk of malicious software introduction, and the risk that third parties may obtain unauthorized access to information stored within your Wallet. The CropXYZ Developers will not be responsible for any communication failures, disruptions, errors, distortions or delays you may experience when affecting CropXYZ transactions, however caused.

(d) Digital assets, including blockchain based assets such as zPLOTs or CropXYZ utility tokens, are subject to developing laws and regulations throughout the world.



6. PAYMENTS AND FEES

(a) If you elect to purchase a zPLOT through the website, any financial transactions that you engage in will be conducted solely through the Ethereum or Polygon network. We will have no insight into or control over these payments or transactions, nor do we have the ability to reverse any transactions. We will have no liability to you or to any third party for any claims or damages that may arise as a result of any transactions that you engage or any other transactions that you conduct via the Ethereum network or Polygon network.

(b) The Ethereum and Polygon network requires the payment of a transaction fee (a “Gas Fee”) for every transaction that occurs on the Ethereum or Polygon network. The Gas Fee funds the network of computers that run the decentralized Ethereum and Polygon network. This means that you will need to pay a Gas Fee for each transaction.



7. LIMITATION OF LIABILITY

THE CROPXYZ DEVELOPERS WILL NOT BE RESPONSIBLE OR LIABLE TO PURCHASER FOR ANY LOSS AND TAKES NO RESPONSIBILITY FOR, AND WILL NOT BE LIABLE TO PURCHASER FOR, ANY USE OF THE ZPLOT OR CROPXYZ UTILITY TOKENS, INCLUDING BUT NOT LIMITED TO ANY LOSSES, DAMAGES OR CLAIMS ARISING FROM: (I) USER ERROR SUCH AS FORGOTTEN PASSWORDS, INCORRECTLY CONSTRUCTED TRANSACTIONS, OR MISTYPED WALLET ADDRESSES; (II) SERVER FAILURE OR DATA LOSS; (III) CORRUPTED CRYPTOCURRENCY WALLET FILES; (IV) UNAUTHORIZED ACCESS TO THE ZPLOT OR CROPXYZ UTILITY TOKENS; OR (V) ANY UNAUTHORIZED THIRD PARTY ACTIVITIES, INCLUDING WITHOUT LIMITATION THE USE OF VIRUSES, PHISHING, BRUTEFORCING OR OTHER MEANS OF ATTACK AGAINST BLOCKCHAIN NETWORK UNDERLYING THE CROPXYZ UTILITY TOKENS OR ZPLOTS.

IN NO EVENT WILL WE OR OUR DIRECTORS, EMPLOYEES, OR AGENTS BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY DIRECT, INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL, OR PUNITIVE DAMAGES, INCLUDING LOST PROFIT, LOST REVENUE, LOSS OF DATA, OR OTHER DAMAGES ARISING FROM YOUR USE OF THE SITE, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, OUR LIABILITY TO YOU FOR ANY CAUSE WHATSOEVER AND REGARDLESS OF THE FORM OF THE ACTION, WILL AT ALL TIMES BE LIMITED TO THE AMOUNT PAID, IF ANY, BY YOU TO US. CERTAIN US STATE LAWS AND INTERNATIONAL LAWS DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES OR THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES. IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE ABOVE DISCLAIMERS OR LIMITATIONS MAY NOT APPLY TO YOU, AND YOU MAY HAVE ADDITIONAL RIGHTS.



8. PROHIBITED ACTIVITIES

You may not access or use the Site for any purpose other than that for which we make the Site available. The Site may not be used in connection with any commercial endeavors except those that are specifically endorsed or approved by us.

As a user of the Site, you agree not to:
- Tarnish, disparage or otherwise harm, in our opinion, us and/or the Site.

- Disable, circumvent 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.

- Delete the copyright or other proprietary rights notice from any Content.

- Interfere with, disrupt, or create an undue burden on the Site or the networks or services connected to the Site.

- Make improper use of our support services or submit false reports of abuse or misconduct.

- Engage in unauthorized framing of or linking to the Site.

- Use the Site in a manner inconsistent with any applicable laws or regulations.

- 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.

- Adapt or copy the Site’s software, including but not limited to HTML, JavaScript, or other code.

- Attempt to impersonate another user or person or use the username of another user.

- Attempt to bypass any measures of the Site designed to prevent or restrict access to the Site, or any portion of the Site.

- 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.

- Use any information obtained from the Site in order to harass, abuse, or harm another person.

- Systematically retrieve 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.

- Upload or transmit (or attempt to upload or to transmit) viruses, Trojan horses, or other material, including excessive use of capital letters and spamming (continuous posting of repetitive text), that interferes with any party’s uninterrupted use and enjoyment of the Site or modifies, impairs, disrupts, alters, or interferes with the use, features, functions, operation, or maintenance of the Site.

- Except as may be the result of standard search engine or Internet browser usage, use, launch, develop, or distribute any automated system, including without limitation, any spider, robot, cheat utility, scraper, or offline reader that accesses the Site, or using or launching any unauthorized script or other software.

- Harass, annoy, intimidate, or threaten any of our employees or agents engaged in providing any portion of the Site to you.

- Mislead, trick, or defraud us and other users, especially in any attempt to learn sensitive account information such as user passwords.

- Except as permitted by applicable law, decipher, decompile, disassemble, or reverse engineer any of the software comprising or in any way making up a part of the Site.

- Make any unauthorized use of the Site, including collecting usernames and/or email addresses of users by electronic or other means for the purpose of sending unsolicited email, or creating user accounts by automated means or under false pretenses.

- Upload or transmit (or attempt to upload or to transmit) any material that acts as a passive or active information collection or transmission mechanism, including without limitation, clear graphics interchange formats (“gifs”), 1×1 pixels, web bugs, cookies, or other similar devices (sometimes referred to as “spyware” or “passive collection mechanisms” or “pcms”).

- Use a buying agent or purchasing agent to make purchases on the Site.



9. PRIVACY

We deeply care about data security and privacy. By using the Site, you agree to be bound by our Privacy Policy, which is incorporated into these Terms of Service. Please be advised the Site is hosted in the United States. If you access the Site from any other region of the world with laws or other requirements governing personal data collection, use, or disclosure that differ from applicable laws in the United States, then through your continued use of the Site, you are transferring your data to the United States, and you agree to have your data transferred to and processed in the United States.



10. INDEMNITY

You shall defend, indemnify, and hold CropXYZ Developers, its licensors and affiliates (the “Indemnified Parties”) harmless from and against any and all claims, damages, losses, costs, investigations, liabilities, judgments, fines, penalties, settlements, interest, and expenses (including attorneys’ fees) that directly or indirectly arise from or are related to any claim, suit, action, demand, or proceeding made or brought by a third party (including any person who accesses or transacts using the zPLOT or CropXYZ utility tokens whether or not such person personally purchased the zPLOT or CropXYZ utility tokens) against the Indemnified Parties, or on account of the investigation, defense, or settlement thereof, arising out of or in connection with your breach of this Agreement.



11. MODIFICATIONS AND CORRECTIONS

We reserve the right to change, modify, or remove the contents of the Site at any time or for any reason at our sole discretion without notice. However, we have no obligation to update any information on our Site. We also reserve the right to modify or discontinue all or part of the Site without notice at any time.

We will not be liable to you or any third party for any modification, price change, suspension, or discontinuance of the Site. We cannot guarantee the Site will be available at all times. We may experience hardware, software, or other problems or need to perform maintenance related to the Site, resulting in interruptions, delays, or errors. We reserve the right to change, revise, update, suspend, discontinue, or otherwise modify the Site at any time or for any reason without notice to you.

You agree that we have no liability whatsoever for any loss, damage, or inconvenience caused by your inability to access or use the Site during any downtime or discontinuance of the Site. Nothing in these Terms of Service will be construed to obligate us to maintain and support the Site or to supply any corrections, updates, or releases in connection therewith.

There may be information on the Site that contains typographical errors, inaccuracies, or omissions, including descriptions, pricing, availability, and various other information. We reserve the right to correct any errors, inaccuracies, or omissions and to change or update the information on the Site at any time, without prior notice.



12. GOVERNING LAW

This Agreement and any action related thereto will be governed by the laws of the State of Delaware, without regard to its conflict of laws provisions. Except as otherwise expressly set forth in Section 13 “Dispute Resolution,” the exclusive jurisdiction for all Disputes (defined below) that you and the CropXYZ Developers are not required to arbitrate will be the courts located in Delaware, and you and the CropXYZ Developers each waive any objection to jurisdiction and venue in such courts.



13. DISPUTE RESOLUTION

Informal Negotiations.
To expedite resolution and control the cost of any dispute, controversy, or claim related to these Terms of Service (each "Dispute" and collectively, the "Disputes") brought by either you or us (individually, a “Party” and collectively, the “Parties”), the Parties agree to first attempt to negotiate any Dispute (except those Disputes expressly provided below) informally for at least thirty (30) days before initiating arbitration. Such informal negotiations commence upon written notice from one Party to the other Party.

Binding Arbitration.The Parties each agree that any dispute, claim or controversy arising out of or relating to this Agreement or the breach, termination, enforcement, interpretation or validity thereof of the zPLOT or CropXYZ utility tokens transaction (collectively, “Disputes”) will be resolved solely by binding, individual arbitration and not in a class, representative or consolidated action or proceeding. You and the CropXYZ Developers are each waiving the right to a trial by jury or to participate in a class action. This arbitration provision shall survive termination of this Agreement.

YOU UNDERSTAND THAT WITHOUT THIS PROVISION, YOU WOULD HAVE THE RIGHT TO SUE IN COURT AND HAVE A JURY TRIAL. The arbitration shall be commenced and conducted under the Commercial Arbitration Rules of the American Arbitration Association ("AAA") and, where appropriate, the AAA’s Supplementary Procedures for Consumer Related Disputes ("AAA Consumer Rules"), both of which are available at the AAA website: www.adr.org. Your arbitration fees and your share of arbitrator compensation shall be governed by the AAA Consumer Rules and, where appropriate, limited by the AAA Consumer Rules. If such costs are determined by the arbitrator to be excessive, we will pay all arbitration fees and expenses. The arbitration may be conducted in person, through the submission of documents, by phone, or online. The arbitrator will make a decision in writing, but need not provide a statement of reasons unless requested by either Party. The arbitrator must follow applicable law, and any award may be challenged if the arbitrator fails to do so. Except where otherwise required by the applicable AAA rules or applicable law, the arbitration will take place in Delaware. Except as otherwise provided herein, the Parties may litigate in court to compel arbitration, stay proceedings pending arbitration, or to confirm, modify, vacate, or enter judgment on the award entered by the arbitrator.

If for any reason, a Dispute proceeds in court rather than arbitration, the Dispute shall be commenced or prosecuted in the state and federal courts located in Delaware, and the Parties hereby consent to, and waive all defenses of lack of personal jurisdiction, and forum non conveniens with respect to venue and jurisdiction in such state and federal courts. Application of the United Nations Convention on Contracts for the International Sale of Goods and the Uniform Computer Information Transaction Act (UCITA) is excluded from these Terms of Service. In no event shall any Dispute brought by either Party related in any way to the Site be commenced more than one (1) years after the cause of action arose. If this provision is found to be illegal or unenforceable, then neither Party will elect to arbitrate any Dispute falling within that portion of this provision found to be illegal or unenforceable, and such Dispute shall be decided by a court of competent jurisdiction within the courts listed for jurisdiction above, and the Parties agree to submit to the personal jurisdiction of that court.

Restrictions. The Parties agree that any arbitration shall be limited to the Dispute between the Parties individually. To the full extent permitted by law,
(a) no arbitration shall be joined with any other proceeding;

(b) there is no right or authority for any Dispute to be arbitrated on a class-action basis or to utilize class action procedures; and

(c) there is no right or authority for any Dispute to be brought in a purported representative capacity on behalf of the general public or any other persons.

Severability. With the exception of any of the provisions in Restrictions section of this Agreement, if an arbitrator or court of competent jurisdiction decides that any part of this Agreement is invalid or unenforceable, the other parts of this Agreement will still apply.



14. ELECTRONIC COMMUNICATION

Visiting the Site, sending us emails, and completing online forms constitute electronic communications. You consent to receive electronic communications, and you agree that all agreements, notices, disclosures, and other communications we provide to you electronically, via email and on the Site, satisfy any legal requirement that such communication be in writing. YOU HEREBY AGREE TO THE USE OF ELECTRONIC SIGNATURES, CONTRACTS, ORDERS, AND OTHER RECORDS, AND TO ELECTRONIC DELIVERY OF NOTICES, POLICIES, AND RECORDS OF TRANSACTIONS INITIATED OR COMPLETED BY US OR VIA THE SITE. You hereby waive any rights or requirements under any statutes, regulations, rules, ordinances, or other laws in any jurisdiction which require an original signature or delivery or retention of non-electronic records, or to payments or the granting of credits by any means other than electronic means.



15. GENERAL TERMS

These Terms of Service and any policies or operating rules posted by us on the Site or in respect to the Site constitute the entire agreement and understanding between you and us. Our failure to exercise or enforce any right or provision of these Terms of Service shall not operate as a waiver of such right or provision. These Terms of Service operate to the fullest extent permissible by law. We may assign any or all of our rights and obligations to others at any time. We shall not be responsible or liable for any loss, damage, delay, or failure to act caused by any cause beyond our reasonable control. If any provision or part of a provision of these Terms of Service is determined to be unlawful, void, or unenforceable, that provision or part of the provision is deemed severable from these Terms of Service and does not affect the validity and enforceability of any remaining provisions. There is no joint venture, partnership, employment or agency relationship created between you and us as a result of these Terms of Service or use of the Site. You agree that these Terms of Service will not be construed against us by virtue of having drafted them. You hereby waive any and all defenses you may have based on the electronic form of these Terms of Service and the lack of signing by the parties hereto to execute these Terms of Service.

These Terms of Service will transfer and be binding upon and will inure to the benefit of the parties and their permitted successors and assigns, in particular any Transferee. This Agreement constitutes the entire agreement, and supersedes any and all prior or contemporaneous representations, understandings and agreements, between the Parties with respect to the subject matter of this Agreement, all of which are hereby merged into this Agreement.

Each of the Parties acknowledges that it has had the opportunity to have this Agreement reviewed or not by independent legal counsel of its choice. The headings to Sections of this Agreement are for convenience or reference only and do not form a part of this Agreement and will not in any way affect its interpretation. Neither Party will be afforded or denied preference in the construction of this Agreement, whether by virtue of being the drafter or otherwise. For purposes of this Agreement, the words and phrases “include,” “includes”, “including” and “such as” are deemed to be followed by the words “without limitation”. The Parties have agreed to contract electronically, and accordingly, electronic signatures will be given the same effect and weight as originals.

If you have any questions or concerns about these terms of service or our practices with regard to your personal information, please contact us at [email protected].