Terms of Use

This Agreement was last revised on September 21,2024.

PLEASE READ THE FOLLOWING INFORMATION CAREFULLY. BY ACCESSING, VIEWING, OR USING ANY PART OF THE SERVICE, YOU EXPRESSLY AGREE TO AND CONSENT TO BE BOUND BY ALL OF THESE TERMS OF USE, REGARDLESS OF WHETHER YOU ARE A REGISTERED USER OF THE SERVICE. YOUR CONTINUED USE OF THE SERVICE WILL ALSO INDICATE YOUR AGREEMENT TO BE BOUND BY THESE TERMS OF USE. IF YOU ARE ACCESSING THE SERVICE ON BEHALF OF YOUR EMPLOYER, YOU REPRESENT THAT YOU HAVE AUTHORITY TO BIND YOUR EMPLOYER TO THESE TERMS OF USE. IN THAT CASE, ALL REFERENCES TO “YOU” WILL BE DEEMED TO INCLUDE YOUR EMPLOYER. IF YOU DO NOT AGREE TO ALL OF THE TERMS AND CONDITIONS IN THESE TERMS OF USE, YOU MAY NOT AND SHALL NOT ACCESS, USE OR VIEW ANY PART OF THE SERVICE.

THESE TERMS OF USE CONTAIN A MANDATORY ARBITRATION PROVISION THAT, AS PROVIDED IN THE SECTION TITLED “MANDATORY ARBITRATION” BELOW, REQUIRES THE USE OF ARBITRATION ON AN INDIVIDUAL BASIS TO RESOLVE DISPUTES. THIS MEANS THAT YOU ARE GIVING UP THE RIGHT TO SUE DROPCAP (DEFINED BELOW) IN COURT OR IN CLASS ACTIONS OF ANY KIND. IN ARBITRATION, THERE IS NO JUDGE OR JURY AND THERE IS LESS DISCOVERY AND APPELLATE REVIEW THAN IN COURT.

Welcome to DropCap Marketplace, by Dropcap, Inc. (“DropCap,” “we,” or “us”). We provide Users the ability to access, use, and interact with our websites (including without limitation DropCap Marketplace) and software system (collectively, the “Service”) depending on the type of User.

General Terms

The Service set forth above is not exhaustive and may change from time to time.

The terms contained in our representation agreements between DropCap and publishers or authors supersede any terms here that may be in conflict with any term in their representation agreements with us.

We reserve the right to amend this Agreement at any time and without notice. If we do this, we will post the amended Agreement on this page and indicate at the top of the page the date the Agreement was last revised. Your continued use of the Service after any such changes constitutes your acceptance of the new Terms of Use. If you do not agree to any of these terms or any future Terms of Use, do not use or access (or continue to use or access) the Service. It is your responsibility to periodically check the Service for updates to this Agreement and to review the most current version of this Agreement. You may use your browser to print copies of any updates to this Agreement. This Agreement applies to all visitors, users, and others who access the Service (collectively, “Users”).

If you breach any provision of this Agreement, your authorization to use the Service automatically terminates and you must immediately destroy any downloaded or printed materials owned by DropCap.

Users

On DropCap Marketplace, we have two types of Users: (1) rights buyers and (2)publishers and authors. Each type of User has access as follows:

Rights Buyers:

  • View titles and related information (e.g., publisher, current licenses, etc.).
  • Make inquiries about any title on our website.
  • If you sign up as a rights buyer with DropCap, you will have access to additional features which may include the ability to:
  • View publicly available book data that we collect, aggregate, and analyze
  • Download PDFs
  • Save favorite titles
  • Customize your profile (e.g., select language and categories of interest)
  • View, sign, and download rights licensing contracts
  • Upload sales reports and pay advances and royalties through our system
  • Inquire about a title’s rights availability
  • If the title is represented by DropCap, as denoted by a DropCap logo icon, we will provide you with a PDF of the book and related information.
  • If DropCap doesn’t represent the title, we will attempt to connect you with the authorized representative.
  • Subscribe to or unsubscribe from emails.

Publishers and Authors:

  • Users will list their title(s) on the DropCapMarketplace.com website. However, this in no way ensures any rights buyers will view, inquire about, or license a title.
  • Users are solely responsible for all publicly presented title and author information such as title name, title category, author name, ISBN, book description, cover image, author image, author biography, title awards, etc.
  • Users can view and edit their title and author information by logging into their account on DropCapMarketplace.com.
  • Titles loaded into DropCap Marketplace will be assessed by DropCap rights agents. Titles may, but are not guaranteed to be invited:
  • to be shown in one of the various DropCap Rights Agency international book fair booths. There will be an additional opt-in cost to be paid by you if you choose to participate.
  • to be part of a rights buyer email campaign promoting specific books. There will be an additional opt-in cost to be paid by you if you choose to participate.
  • to be the subject of a representation agreement to be signed by you with DropCap.
  • Users may subscribe or unsubscribe from system emails.

Copyrights to Materials Uploaded

Any User submitting their book to DropCap Marketplace or uploading a sample or complete PDF of his or her book, represents and warrants that they own all right, title and interest in and to the materials and data uploaded (the “Content”) and/or are authorized by the copyright holder to do so. You hereby grant us a non-exclusive, worldwide, fully paid-up, royalty-free license to use the Content for purposes of furnishing the Service to you. You are solely responsible for obtaining all rights, permissions, and authorizations to provide the Content to us for use as contemplated under this Section.

Data Collected

We may collect publicly available data about authors’ and publishers’ books in various formats (e.g., print, ebook, and audio). We may aggregate and analyze this data internally and provide it to rights buyers. Every author and publisher acknowledges and agrees that data we may collect about his/her/their books is from third-party sources, the accuracy of which we have no control over. We interpret the data to examine trends and other measurements about a book’s online traction. Any User using the Service acknowledges that any interpretation of the data we collect is limited in timeframe and accuracy and may change before or after we analyze such information. 

You hereby grant us a non-exclusive, perpetual, irrevocable, fully-paid-up, royalty-free license to use, copy, distribute, and otherwise exploit statistical and other aggregated data derived from your use of the Service and the Content (the “Aggregated Data”) for our business purposes, including the provision and improvement of products and services. The Aggregated Data will not be considered confidential or proprietary to you.

Payments & Cancellation

Subscription and Renewal

By registering for a paid account, you will be able to list one or more books in DropCap Marketplace according to your subscription level. Your plan will auto-renew annually on the initial purchase date until you cancel. We will email you prior to the end of the billing cycle to notify you of the upcoming renewal to give you the opportunity to upgrade, downgrade, or cancel your plan. Upon renewal, your original payment method will be charged, unless you update your billing information within your account.

By subscribing, you accept our pricing as well as the limits of your subscription. We do not offer subscription plans less than one year. You also acknowledge that we may change our published prices at any time, with or without notice to you. If you elect to subscribe to new or upgraded Services after our pricing has changed or to otherwise auto-renew your plan following notice of the upcoming renewal and the updated pricing, changes to our pricing will apply to your new or renewed subscription.

Upgrades and Downgrades

You can upgrade or downgrade your subscription at any time in your account or by emailing us at hello@dropcap.com.

If you choose to downgrade your account, you will remain at your current plan level until the end of your annual billing cycle. After renewal at the downgraded plan level, you can choose which listings you would like to remain active in the DropCap Marketplace.  

Cancellation

Our Service is paid for on an annual basis and you have access to your account to create and manage your book listing(s) so long as your subscription is active. You may choose to cancel or not renew your subscription prior to the annual renewal, and we will remove your book listing(s) within one week of cancellation or non-renewal. You can do this by emailing us at help@dropcap.com.

Your annual billing cycle starts on the date that you pay for your subscription regardless of when or if you log into your account and create your book listing. There are no refunds if you delay in creating your book listing or if you cancel your subscription prior to the end of the annual subscription term. If you need assistance creating your book listing, email us at hello@dropcap.com.

Termination

This Agreement is effective upon your acceptance as set forth herein and shall continue in full force until terminated. DropCap reserves the right, in its sole discretion and without notice, at any time and for any reason, to: (a) remove or disable your access to all or any portion of the Service; (b) suspend your access to or use of all or any portion of the Service; and (c) terminate this Agreement. We will also terminate the subscription upon your request.

LIMITATION OF LIABILITIES

LIMITATION OF LIABILITY

THE SERVICE IS PROVIDED WITHOUT ANY GUARANTEES, CONDITIONS OR WARRANTIES AS TO ITS ACCURACY. TO THE EXTENT PERMITTED BY LAW, WE, AND ALL THIRD PARTIES CONNECTED TO US (INCLUDING WITHOUT LIMITATION OUR AFFILIATES, VENDORS, AND LICENSORS), HEREBY EXPRESSLY EXCLUDE ANY LIABILITY FOR ANY DIRECT, INDIRECT OR CONSEQUENTIAL LOSS OR DAMAGE INCURRED BY ANY USER IN CONNECTION WITH THE SERVICE OR IN CONNECTION WITH THE USE, INABILITY TO USE, OR RESULTS OF THE USE OF THE SERVICE, ANY WEBSITES OFFERING OR LINKED TO IT, AND ANY MATERIALS POSTED ON IT, INCLUDING, WITHOUT LIMITATION, ANY LIABILITY FOR:

  • LOSS OF INCOME OR REVENUE;
  • LOSS OF BUSINESS;
  • LOSS OF PROFITS OR CONTRACTS;
  • LOSS OF ANTICIPATED SAVINGS;
  • LOSS OF DATA;
  • LOSS OF GOODWILL;
  • WASTED MANAGEMENT OR OFFICE TIME; AND
  • FOR ANY OTHER LOSS OR DAMAGE OF ANY KIND, HOWEVER ARISING AND WHETHER CAUSED BY TORT (INCLUDING NEGLIGENCE), BREACH OF CONTRACT OR OTHERWISE, EVEN IF FORESEEABLE AND EVEN IF ANY REMEDY FAILS OF ITS ESSENTIAL PURPOSE, PROVIDED THAT THIS CONDITION SHALL NOT PREVENT CLAIMS FOR LOSS OF OR DAMAGE TO YOUR TANGIBLE PROPERTY OR ANY OTHER CLAIMS FOR DIRECT FINANCIAL LOSS THAT ARE NOT EXCLUDED BY ANY OF THE CATEGORIES SET OUT ABOVE. 

YOUR SOLE AND EXCLUSIVE REMEDY AND OUR SOLE AND EXCLUSIVE LIABILITY HEREUNDER SHALL BE FOR YOU TO DISCONTINUE YOUR USE OF THE SERVICE. APPLICABLE LAW MAY NOT ALLOW THE EXCLUSION OR LIMITATION OF DIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU.

AGGREGATE DAMAGES

THE MOST YOU MAY EVER MAKE A CLAIM FOR AGAINST DROPCAP AND ALL THIRD PARTIES CONNECTED TO US (INCLUDING WITHOUT LIMITATION OUR AFFILIATES, VENDORS, AND LICENSORS), IN CONNECTION WITH THE SERVICE AND/OR THIS AGREEMENT IS THE AMOUNT YOU HAVE ACTUALLY PAID TO DROPCAP FOR THE SERVICE IN THE THREE (3) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

Relationship with Our Company

Authors and Publishers: By listing your book(s) on DropCap Marketplace, you are not obligated to work with DropCap for rights representation in any way. Also, listing your book on DropCap Marketplace doesn’t create an agency relationship between you and DropCap unless you already have an existing representation agreement with DropCap. If a rights buyer inquires about your book(s), we will forward your contact information to the rights buyer. If you determine that you’d like us to represent your book(s) and we agree, a separate representation agreement will be executed prior to the commencement of that relationship.

Rights Buyers: You do not have to register in order to visit our website if you are a potential rights buyer (either a publisher or an agent). If you inquire about a title you see on DropCap Marketplace that is represented by DropCap, we will contact you. However, to access certain features of the Service, including but not limited to accessing PDFs of titles and saving your favorites, you will need to register with DropCap and create a “Member” account. This Agreement applies to you, even if you do not register.

If you inquire about a book not represented by DropCap, we will put you in contact with the author and/or publisher and you will need to confirm with the author and/or publisher that they control the translation rights and that the rights for your region/language are available. The title availability information on our website is provided by the author and/or publisher and while we screen submissions using commercially reasonable efforts, our website is a public marketplace, and we can only verify statuses of books by authors and/or publishers represented by DropCap for rights licensing.

WE HEREBY DISCLAIM ANY AND ALL LIABILITY AND RESPONSIBILITY FOR THE INFORMATION AND MATERIALS PROVIDED THROUGH THE SERVICE, AND YOU HEREBY IRREVOCABLY WAIVE ANY AND ALL CLAIMS, NOW KNOWN OR LATER DISCOVERED, THAT YOU MAY HAVE AGAINST US RELATED TO THE FOREGOING.

Use of our Website; Disclaimer of Warranties

Subject to the terms and conditions of this Agreement, we grant you permission to use the Service. You agree not to engage in any of the following prohibited activities: (i) copying, distributing, or disclosing any part of the Service in any medium except as expressly permitted by these terms; (ii) uploading invalid or malicious data, viruses, worms, or other software agents through the Service; (iii) collecting or harvesting any personally identifiable information, including account names and email addresses, from the Service; (iv) using the Service for any commercial solicitation purposes other than those expressly authorized here; (vi) using any information obtained from the Service in order to harass, abuse, or harm another person, or in order to contact, advertise to, solicit, or sell to any User without their prior explicit consent, (vii) impersonating another person or otherwise misrepresenting your affiliation with a person or entity, conducting fraud, hiding or attempting to hide your identity; and (viii) interfering with the proper working of the Service.

Any rights not expressly granted by this Agreement, or any applicable end user license agreements, are reserved by DropCap and/or its vendors and licensors. You shall not and shall not allow any third party to: (a) decompile, disassemble, reverse engineer, or otherwise attempt to derive the trade secrets embodied in the Service, except to the extent expressly permitted by applicable law; (b) use the Service to develop a competing product or service or conduct any benchmarking activities; (c) use the Service (i) for any purpose for which it was not designed, or (ii) inconsistent with any online documentation we provide; and (d) remove any copyright, trademark, proprietary rights, disclaimer, or warning notice included on or embedded in any part of the Service, or any other products or materials made available through the Service.

You represent and warrant to DropCap that: (a) you have the power and authority to enter into and perform your obligations under this Agreement; (b) you shall comply with all terms and conditions of this Agreement, including, without limitation, the Acceptable Use Policy set forth herein; and (c) you have provided accurate and complete registration information, including, without limitation, your legal name, address and telephone number, e-mail address, contact information or person responsible for the account. With respect to the Content, you further represent and warrant to DropCap that you have all right, title, and interest necessary to upload the Content to the Service and grant the rights provided above. You will not provide any Content that: (i) violates the intellectual property, privacy, publicity, or other rights of any individual or entity; (ii) is defamatory, obscene, threatening, harassing, or offensive; or (iii) violates any law, regulation, or rule. DropCap will have no liability related to the Content or your access to or use of any other user’s Content, whether or not arising under the laws of copyright, defamation, privacy, obscenity, or otherwise.

YOU ACKNOWLEDGE THAT THE SERVICE IS PROVIDED “AS IS” AND “AS AVAILABLE” WITH ALL FAULTS, WITHOUT REPRESENTATIONS OR WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, QUIET ENJOYMENT, QUALITY OF INFORMATION, TITLE, OR NON-INFRINGEMENT. YOU EXPRESSLY AGREE THAT THE USE OF THE SERVICE IS AT YOUR SOLE RISK. DROPCAP DOES NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED OR ERROR FREE, NOR DOES DROPCAP MAKE ANY WARRANTY AS TO ANY RESULTS THAT MAY BE OBTAINED BY USE OF THE SERVICE. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY DROPCAP OR ITS AUTHORIZED REPRESENTATIVES SHALL CREATE A WARRANTY OR IN ANY WAY INCREASE OUR OBLIGATIONS UNDER THIS AGREEMENT.

Acceptable Use Policy

You are solely responsible for any and all acts and omissions that occur under your account or password, and you agree not to engage in unacceptable use of the Service, which includes, without limitation: (a) editing or deleting important information used by you or other users in your organization; (b) providing access to the Service to or permitting access to the Service by anyone that does not have an authorized password; (c) accessing parts of the Service not intended to be provided to you; (d) disseminating or transmitting files, graphics, software or other material that actually or potentially infringes the copyright, trademark, patent, trade secret or other intellectual property right of any person or company; (e) creating a false identity or to otherwise attempt to mislead any person as to the identity or origin of any communication or the Content; (f) exporting, re-exporting or permitting downloads of any message or content in violation of any export or import law, regulation or restriction of the United States and its agencies or authorities, or without all required approvals, licenses or exemptions; (g) interfering, disrupting or attempting to gain unauthorized access to other accounts on the Service or any other computer network, or harvesting content uploaded by other users of the Service for any purpose; (h) disseminating or transmitting any material that contains viruses, trojan horses, worms, or any other malicious code, files, or programs designed to disable, interrupt, destroy, redirect, monitor another user’s usage, limit, or otherwise inhibit the functionality of any computer software, hardware, or telecommunications equipment; (i) interfering with or disrupting the Service or servers or networks connected to the Service, or disobeying any requirements, procedures, policies, or regulations of networks connected to the Service; or (j) engaging in any other activity deemed by DropCap to be in conflict with the purpose or intent of this Agreement. In our sole discretion and without notice, we may remove any Content or other materials that violate or may violate the foregoing and suspend or terminate your access to the Service.

Our Proprietary Rights

Except for the specific information uploaded by you about you and your book(s), the Service and all materials therein or transferred thereby, including, without limitation, software, images, text, graphics, illustrations, logos, patents, trademarks, service marks, copyrights, photographs, audio, videos, music, and all intellectual property rights related thereto (the “DropCap Materials”), are the exclusive property of DropCap. Except as explicitly provided herein, nothing in this Agreement shall be deemed to create a license in or under any such intellectual property rights, and you agree not to sell, license, rent, modify, distribute, copy, reproduce, transmit, publicly display, publicly perform, publish, adapt, edit or create derivative works from any DropCap Materials or other content accessible on the Service except in cases where you have executed a separate licensing agreement with any of our licensors. Use of the DropCap Materials for any purpose not expressly permitted by this Agreement is strictly prohibited.

You may provide suggestions, comments or other feedback (collectively, “Feedback”) to us with respect to the Service. Feedback is voluntary. We may use Feedback for any purpose without obligation of any kind. To the extent a license is required under your intellectual property rights to make use of the Feedback, you hereby grant us an irrevocable, non-exclusive, perpetual, worldwide, fully-paid-up, royalty-free license to use the Feedback in connection with our business, including the enhancement of our products and services.

Indemnification

At DropCap’s option and request, you will, at your own expense, indemnify, defend, and hold DropCap, its shareholders, directors, officers, members, employees, agents, successors, co-branders, suppliers, and associates, harmless from and against any losses, costs, damages, debts, fines, sanctions, expenses, or liabilities, including reasonable costs and attorney's fees, arising out of any claims, demands, actions, or allegations asserted by any person, relating to: (a) your use of the Service, including any data or work transmitted or received by you; (b) any libelous, slanderous, indecent or other statement concerning any person made or republished by you; (c) the unauthorized access of the Service through your account; (d) your actual or alleged breach of this Agreement; (e) your violation of any applicable law or regulation of any jurisdiction; or (f) arising out of the Content. You shall not enter into a settlement or stipulated judgment of the foregoing without DropCap’s prior written consent.

Links or Pointers to Other Platforms and Parties

DropCap makes no representations whatsoever about any other website or third party that you may access through the Service. When you access a non-DropCap website or engage with any third party, please understand that it is independent from DropCap, and that DropCap has no control over the content on that website or the conduct of the relevant third party. In addition, a hyperlink to a non-DropCap website does not mean that DropCap endorses or accepts any responsibility for the content, or the use, of the linked website. It is up to you to take precautions to ensure that whatever you select for your use or download is free of such items as viruses, worms, Trojan horses, and other items of a destructive nature. Similarly, your introduction to any third party through the Service does not mean that DropCap endorses or accepts any responsibility for the conduct of that third party. If you decide to access any of the third party websites linked to the Service or to otherwise engage with any third party, you do so entirely at your own risk.

Export, Import, and Other Regulations

You assume all responsibility for compliance with all laws and regulations of the United States and any other country from which you may access the Service regarding access, use, export, re-export and/or import of any content provided through the Service. You acknowledge and agree that you will not export or import any Service content to any country to which export or import is restricted under United States law, that you are not a national of any such country, and that the Service content will not be used in the design, development or production of nuclear, chemical or biological weapons.

Eligibility

You must be over 18 years of age to use and access this Service. Additionally, you acknowledge that we allow books on our platform solely at our discretion and may refuse to list any book and/or remove any book for any reason at any time and for any reason or no reason. If you violate any of these terms or any licensing contract you’ve entered into as a result of using our Service, we may revoke your right to continued use of the Service (at our discretion), with or without notice.

Privacy

We care about the privacy of our Users. Click https://dropcapmarketplace.com/home/privacy to view our Privacy Policy. By using the Service, you are consenting to have your personal data as it relates to the use of our Service, transferred to and processed in the United States. We do not sell or rent your personal data to other companies.

Security

We have implemented commercially reasonable technical and organizational measures designed to secure your personal information from accidental loss and from unauthorized access, use, alteration, or disclosure. However, we cannot guarantee that unauthorized third parties will never be able to defeat those measures or use your personal information for improper purposes. You acknowledge that you provide your personal information to DropCap at your own risk and, to the extent permitted by law, you hereby irrevocably waive any claims you may have against DropCap arising from any accidental loss or unauthorized access, use, alteration, or disclosure of your personal information.

Further, you acknowledge that in the unlikely event that the Service, your information, and/or the sample or complete PDF of your book are compromised, we are not liable for any damages including but not limited to any incidental or consequential damages, damages for loss of profits, business interruption, loss of business information, or any other type of pecuniary loss.

Assignment

This Agreement, and any rights and licenses granted hereunder, may not be transferred or assigned by you, but may be assigned by DropCap without restriction.

Mandatory Arbitration

Except for cases involving claims for injunctive relief, you and DropCap agree that all controversies, claims, counterclaims, or other disputes arising between you and DropCap relating to this Agreement or arising out of your access to or use of the Service (each a “Claim”) may be resolved through binding and final arbitration instead of through court proceedings, if elected by DropCap at its sole discretion. This agreement to arbitrate means that you and DropCap each waive your respective rights to a jury trial. Any and all Claims must be submitted for binding arbitration in accordance with the JAMS Streamlined Arbitration Rules & Procedures that are in effect at the time arbitration is initiated (“JAMS Rules”). If you decide to initiate arbitration, you agree to pay an arbitration Initiation fee of $250 (unless the fee is waived as discussed below), and the remainder of the arbitration initiation fee and all other costs of the arbitration proceeding, including the arbitrator’s fees, to the extent permitted by applicable law. Notwithstanding the venue selected the Section titled “Governing Law,” the arbitration will be held at a location where you reside unless you and DropCap both agree to another location or telephonic arbitration.

For information on filing your Demand for Arbitration, you may contact JAMS toll free at (800) 352-5267. To start an arbitration, you must do all of the following:

  1. Write a demand for arbitration (your “Demand for Arbitration”). Your Demand for Arbitration must include a description of the Claim and the amount of damages sought to be recovered, and you must attach a copy of all of this Agreement (including this arbitration provision). You can find a form of a demand for arbitration on the JAMS rules page at http://www.jamsadr.com/rules-download/.
  2. Send one (1) copy of your Demand for Arbitration to DropCap at: DropCap, Inc., 232 3rd St. N. Suite 202, La Crosse, WI 54601.
  3. Send two (2) copies of your Demand for Arbitration (with a copy of this Agreement attached) and proof of service of your Demand for Arbitration on DropCap at the address noted in subsection (2) above (for example, a copy of a certified mail return receipt requested or a sworn statement of service by a non-party over eighteen (18) years of age) to the JAMS Resolution Center of your choice (JAMS Resolution Centers are listed at http://www.jamsadr.com/locations/).
  4. Pay JAMS a two hundred and fifty dollar ($250.00) arbitration initiation fee, unless you are entitled to a waiver of the fee under applicable law.

In the event DropCap elects to start an arbitration with you, DropCap must write a Demand for Arbitration and send two (2) copies of it to JAMS and serve one (1) copy of DropCap’s Demand for Arbitration to you at the contact information that we have on file for you. DropCap will pay all costs of the arbitration proceeding, including the arbitrator’s fees, for any arbitration that DropCap commences.

The arbitration will be heard and determined by a single, neutral arbitrator selected in accordance with JAMS Rules. The arbitrator will render an award in accordance with JAMS Rules. Any award may be challenged if the arbitrator awards any relief that could not be awarded under the laws of the state in which the arbitration is held or in which the award is to be enforced. Except for the foregoing, the arbitrator’s decision in any such arbitration will be final and binding upon the parties and may be enforced in any federal or state court that has jurisdiction. You and DropCap agree that the arbitration will be kept confidential and that the existence of the proceeding and any element of it (including, without limitation, any pleadings, briefs or other documents submitted or exchanged and any testimony or other oral submissions and awards) will not be disclosed beyond the arbitration proceedings, except as may lawfully be required in judicial proceedings relating to the arbitration, or by applicable disclosure rules and regulations of securities regulatory authorities or other governmental agencies.

The terms of this Section do not preclude you or DropCap from seeking action by federal, state, or local government agencies. You and DropCap also have the right to bring qualifying Claims in small claims court. In addition, you and DropCap retain the right to apply to any court of competent jurisdiction for public injunctive relief and/or provisional relief, including pre-arbitral attachments or preliminary injunctions, and any such request will not be deemed incompatible with this Agreement, nor a waiver of the right to have disputes submitted to arbitration as provided in this Agreement.

Neither you nor DropCap may act as a class representative, nor participate as a member of a class of claimants, with respect to any Claim. Claims may not be arbitrated on a class or representative basis. The arbitrator can decide only your and/or DropCap’s individual Claims. The arbitrator may not consolidate or join the claims of other persons or parties who may be similarly situated. Accordingly, you and DropCap agree that the JAMS Class Action Procedures do not apply to DropCap’s arbitration. This arbitration provision and the procedures applicable to the arbitration contemplated by this provision are governed by the Federal Arbitration Act, notwithstanding any state law that may be applicable.

A court may sever any portion of this Section that it finds to be unenforceable, except for the prohibitions on any Claim being handled on a class or representative basis. No waiver of any provision of this Section will be effective or enforceable unless recorded in a writing signed by the party waiving such a right or requirement. Such a waiver will not waive or affect any other portion of this Agreement. This Section will survive the termination of your relationship with DropCap and any termination of your access to and/or use of all or any part of the Service.

Important: This Section limits certain rights, including the right to maintain a court action, the right to a jury trial, the right to participate in any form of class or representative claim, the right to engage in discovery except as provided in the JAMS Rules, and the right to certain remedies and forms of relief. Other rights that you or DropCap would have in court also may not be available in arbitration.

General

Governing Law.

You agree that: (i) the Service shall be deemed solely based in Wisconsin; and (ii) the Service shall be deemed a passive one that does not give rise to personal jurisdiction over DropCap, either specific or general, in jurisdictions other than Wisconsin. This Agreement shall be governed by the internal substantive laws of the State of Wisconsin, without respect to its conflict of laws principles requiring or permitting the application of the laws of a different jurisdiction. Subject to the Section titled “Mandatory Arbitration”, any claim or dispute between you and DropCap that arises in whole or in part from the Service shall be decided exclusively by a court of competent jurisdiction located in La Crosse County, Wisconsin or in Dane County, Wisconsin (for claims or disputes that must be heard by a federal court).

Entire Agreement/Severability.

This Agreement, together with any other terms provided by DropCap that you agree to in connection with your use of the Service, shall constitute the entire agreement between you and DropCap concerning the Service. If any provision of this Agreement is 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.

Notice.

All notices shall be in writing and shall be deemed to be delivered when sent by first-class mail, postage prepaid, or when sent by email to either parties' last known post office or email address, respectively. You hereby consent to notice by email. All notices to DropCap shall be directed to the DropCap headquarters at the address below or to such other address as DropCap may, from time to time, provide to you.

Notice to DropCap:        DropCap, Inc.

232 3rd St. N. Suite 202

La Crosse, WI 54601

Force Majeure.

Except for your obligation to pay any subscription fees associated with use of or access to the Service, if the performance of any part of this Agreement by either party is prevented, hindered, delayed or otherwise made impracticable by reason of any flood, riot, fire, judicial or governmental action, labor disputes, act of God or any other causes beyond the control of either party, that party shall be excused from such to the extent that it is prevented, hindered or delayed by such causes.

No Waiver.

No waiver of any term of this Agreement shall be deemed a further or continuing waiver of such term or any other term by DropCap, and DropCap’s failure to assert any right or provision under this Agreement shall not constitute a waiver of such right or provision.

YOU HEREBY ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTOOD AND AGREE TO THE TERMS AND CONDITIONS OF THIS AGREEMENT.