Airdrop Terms of Use

PLEASE READ THESE AIRDROP TERMS OF USE CAREFULLY BEFORE USING THE AIRDROP SOLUTION (AS DEFINED BELOW). BY USING THE AIRDROP SOLUTION, YOU AGREE TO BE BOUND BY THESE TERMS OF USE. IF YOU DO NOT AGREE TO THESE TERMS OF USE YOU MUST NOT USE AIRDROP SOLUTION FOR ANY PURPOSE WHATSOEVER.

In these Airdrop Terms of Use, We, Our, Ourselves, Us or Licensor means Scalable Data Solutions Inc (a company incorporated in RAK DAO under number 01010497 whose registered office is at Office A, RAK DAO Business Centre, RAK BANK ROC Office, Ground Floor, Al Rifaa, Sheikh Mohammed Bin Zayed Road, Ras Al Khaimah, United Arab Emirates) and You, Your, Airdrop admin or Licensee means you (and if you are using the Airdrop Solution on behalf of a legal person, business or other organisation (Organisation) includes you and also such Organisation).

By using the Airdrop Solution on behalf of any Organisation, You represent and warrant that You have all necessary capacity and authority to enter into these Airdrop Terms of Use on behalf of such Organisation as a legally binding contract between such Organisation and Us in all applicable jurisdictions and that the Organisation enters into such contract.

We may update these Airdrop Terms of Use, T&C Terms, Ton Console terms of use, our Privacy Policy and any of the policies or other documents referred to in them from time to time by notifying You by any other reasonable means. Such updates shall take effect within 10 days after details of them are updated (or, if earlier, of You otherwise being notified of the update). Please check our website (https://tonconsole.com/ (opens in a new tab)) regularly for details of updates. If You do not agree to any such update, You should stop using the Airdrop Solution and Airdrop Data (as defined below) before the update takes effect.

Airdrop Solution and how We work with Airdrop admins

The Airdrop Solution allows the issuers / distributors (such issuer/distributor referred as Airdrop admin) to distribute their jettons (in these Airdrop Terms of Use and T&C Terms “jetton” refers to all types of tokens, irrespective of their nature) in accordance with the terms and conditions established by such Airdrop admins and regulating the participation of end users (Recipients) in the Airdrop admin’s airdrop program (Airdrop). The Airdrop Solution can be accessed at https://tonconsole.com/ (opens in a new tab). The Airdrop Solution is intended to be used as an interface between: (a) our platform built on a blockchain system offered or operated by Us from time to time whether accessed via the internet, mobile device or other electronic device (Platform); and (b) the applications or services provided by You through Your software and cloud services (Application).

As part of use of the Airdrop Solution, You may access or otherwise use on Our Platform certain content, including software or other content, materials or data made available via Airdrop Solution
(Airdrop Data) and technical and commercial terms available at https://docs.tonconsole.com/tonconsole/jettons/airdrop (opens in a new tab) (T&C Terms).

These Airdrop Terms of Use

The main things that We care about are that each of Our Platform, the rights of the Recipients and our rights during provision of the Airdrop Solution is protected.

These Airdrop Terms of Use along with the T&C Terms set out Our and Your respective rights and obligations relating to the use of Our Airdrop Solution to interface between Our Platform and Your Application and use of the Airdrop Data.

Your use of any of Our other products or services on Our Platform (Other Products) will be on different terms and conditions. If, and only so far as, these Airdrop Terms of Use and the T&C Terms are inconsistent with the terms and conditions applicable to Other Products, such other terms and conditions shall apply.

If these Airdrop Terms of Use or T&C Terms do not specifically say that You can do something in connection with the Airdrop Solution, the Airdrop Data or the Platform, then You cannot.

We may add, modify or discontinue any feature, functionality or any other tool within Airdrop Solution from time to time at Our own discretion and without further notice to You. The Airdrop admin will have to confirm and check all the terms before the creation of the Airdrop.

Access to the Airdrop Solution

You agree that the Recipients shall not be prompted to provide any passwords, usernames or other login details that they use to access the Platform directly to You.

How You may use the Airdrop Solution

You must ensure that Your use of the Airdrop Solution complies with:

these Airdrop Terms of Use, T&C Terms and Privacy Policy;
all documentation relating to the Airdrop Solution and/or Platform provided or made available by Us to You (Documentation) (as updated from time to time);
any terms applicable to Your Application;
any terms applicable to the Platform;
any other terms agreed between Us and You; and
all relevant legislation, regulations, codes of practice, guidance and other requirements of any relevant jurisdiction, government or regulatory agency or other regulatory body.

What the Airdrop Solution must not be used for

You must not use the Airdrop Solution to send spam or to interfere with or degrade Our services in any way.

You must also not use Airdrop Solution for any unlawful purpose or activity whatsoever, including fraud or terrorism, or to promote any unlawful act, or in any way which:

makes any private information on the Platform publicly available on the Application;
causes or is intended to cause annoyance, inconvenience or needless anxiety;
interferes with, or attempts to interfere with, the access of any user, host or network, including, without limitation, sending a virus, overloading, flooding, spamming;
directly or indirectly, engages in or facilitates any form of Sybil attack, fraudulent activity, or deceptive practices related to the issuance, distribution, or market behaviour of the jettons;
is abusive, harmful, threatening or defamatory or may otherwise cause offence (including uploading any material that contains a virus or other malicious code);
does or could potentially breach a legal duty to anyone else (including a duty of confidentiality) or infringe a person’s right to privacy;
promotes discrimination or is likely to incite hatred; or
may infringe the intellectual property rights (e.g. copyright, trademarks, service marks, patents, database rights, know-how, design rights, domain names, know-how and rights in software (registered or not)) or any other rights of anyone (including Ours).

You must also not:

distribute jettons to fake, inactive, or controlled addresses for the purpose of creating an illusion of widespread adoption, decentralization, or market interest;
generate, utilize, or control multiple wallets or accounts, whether manually, through automated scripts, or via third parties, for the purpose of inflating the number of jetton holders or misleading the public about the adoption or distribution of jettons;
manipulate the jettons market, engage in or facilitate any scheme designed to artificially influence jetton’s price, trading volume, or liquidity;
distribute, license, sell, rent, lease or otherwise deal in or encumber (like a guarantee, mortgage or security interest, for example) the Airdrop Solution;
modify, add to, or otherwise enhance the Airdrop Solution;
except as strictly necessary for You to integrate the Airdrop Solution with Your Application in a manner (and for such purposes) that comply at all times with these Airdrop Terms of Use and T&C Terms, copy or decompile the Airdrop Solution and shall not observe, study or test the functioning of the Airdrop Solution (or any part of it), but only so far as the same cannot be restricted by law; or
infringe or copy Our code or content or the design of Our Platform, the Airdrop Solution and any of Our other intellectual property rights.

Compliance and Monitoring

You must implement reasonable anti-fraud and anti-Sybil attack measures, including but not limited to identity verification, wallet activity checks, and distribution transparency mechanisms, to prevent the risk of prohibited activities.
We reserve the right to audit, investigate, or request evidence of compliance with these Airdrop Terms of Use. In the event of suspected fraudulent activity, we may suspend or terminate services and report violations to relevant regulatory authorities.

Licences to use the Airdrop Solution and Airdrop Data

We grant You a non-exclusive, revocable and non-transferable licence, without a right to sublicense to anyone, to use and to permit the Recipients to use, the Airdrop Solution for the services rendered via Your Application and subject to the restrictions on use in these Airdrop Terms of Use. You must not use the Airdrop Solution in conjunction with any commercial purpose.

The Airdrop Solution licensed under these Airdrop Terms of Use shall not include any error corrections, patches, fixes, updates, upgrades, new releases or new versions subsequently received (if any) of the Airdrop Solution. If the Airdrop Solution is licensed under these Airdrop Terms of Use and T&C Terms includes a licence to error corrections, patches, fixes, updates, upgrades, new releases or new versions subsequently released by Us (Releases), You will implement and use such Releases as soon as possible and in any event in the time period specified by Us. We shall not be liable for any losses or claims arising out of or in connection with Your use of any prior iterations of the Airdrop Solution after We make available any Releases to You.

We grant You a non-exclusive, revocable, and non-transferable licence, with a right to sublicense to the Recipients, to download, copy, display, view and use the Airdrop Data solely for the purpose of using the Airdrop Solution, provided that You shall not:

create permanent copies of the Airdrop Data except to the extent permitted by these Airdrop Terms of Use;
remove, alter, or cover up any trademark, service mark, copyright and other proprietary notices contained in the Airdrop Data;
without Our prior written consent, make derivative works of, or commercially distribute or otherwise exploit the Airdrop Data, or use the Platform or any Airdrop Data in a way that inaccurately suggests an association between You and Us or Our licensors; or
otherwise use or exploit the Airdrop Data in any way for any purpose except as specifically permitted by these Airdrop Terms of Use or Our Privacy Policy, a copy of which is available on our Platform.

This means that:

We can grant licences to anyone else (and retain rights to do things with the Airdrop Solution and the Airdrop Data Ourselves);
We can decide to take the licences back from You; and
You are not permitted to transfer Your rights to anyone else or to allow anyone else to use the Airdrop Solution, the Airdrop Data or the Platform.

You accept that the Airdrop Data may contain third party intellectual property rights and You shall ensure that Your use of such Airdrop Data does not infringe those rights.

Except for Your right to use the Airdrop Solution, Platform and Airdrop Data as specifically granted in these Airdrop Terms of Use, all intellectual property rights in and to the Airdrop Solution, Platform and Airdrop Data are Ours and remain Ours (or Our licensors’).

If You acquire any intellectual property rights (e.g. copyright, trademarks, service marks, patents, database rights, know-how, design rights, domain names, know-how and rights in software (registered or not)) in the Airdrop Solution, Platform or any airdrop Data, You shall transfer these rights (both existing and future) with full title guarantee to Us or anyone else We nominate (or You will make this happen immediately). You shall sign all documentation and do such things as We think necessary to transfer those rights.

You accept and understand that the Airdrop Solution and Airdrop Data contain confidential and proprietary information and You shall not conceal, modify, remove, destroy or alter in any way any of Our proprietary markings on or in the Airdrop Solution, the Airdrop Data or any related materials and documentation.

Data protection

You and We shall at all times comply with our respective obligations under applicable data protection laws.

You and We shall at all times comply with our respective obligations in Our Privacy Policy, which is incorporated into and forms part of these Airdrop Solution Terms of Use.

The Airdrop Solution Licensor’s rights

We have the right at any time to access Your Ton Console account and to monitor Your use of Your Ton Console account to ensure You are complying with these Airdrop Terms of Use and T&C Terms.

You grant Us a royalty-free, perpetual, irrevocable, non-exclusive, transferable licence to use, reproduce, copy, download, view modify, publish, edit, translate, distribute, perform, display and otherwise utilise any content or material that You provide to Us through the Airdrop Solution including the Recipient-related content or material and any data or analytics generated from the same, as set out in Our Privacy Policy.

Our Marks

All trademarks, logos and service marks (Marks) which appear on the Platform or the Airdrop Solution are Our registered and unregistered Marks or are licensed for use by Us by the owners of those Marks.

Other Marks are proprietary marks and are registered to their respective owners.

Nothing contained on the Platform or the Airdrop Solution should be construed as granting any licence or right to use any Marks displayed on the Platform or the Airdrop Solution without Our written permission.

Misuse of any Mark displayed on the Platform or the Airdrop Solution, or any other content on the Platform, except as provided herein, is strictly prohibited.

Confidentiality

You shall keep Our confidential information confidential. This includes all information (of any kind and in any format and coming into Your knowledge, possession or control in any way) relating to Our business, finance or technology, know-how, intellectual property rights, assets, strategy, products and other customers, where the information is identified as confidential at the time of disclosure or ought reasonably to be considered confidential given its nature or how it was disclosed (Confidential Information).

You shall only use Our Confidential Information to use, and undertake development work with, the Airdrop Solution, and will give Us notice of any unauthorised misuse, disclosure, theft or loss of Our Confidential Information immediately upon becoming aware of this.

You shall not without Our prior written consent use, disclose, copy or modify Our Confidential Information (or permit others to do so) other than as is strictly necessary for You to be able to do what You are permitted and/or required to do under these Airdrop Terms of Use.

You may disclose Our Confidential Information to Your officers, employees, agents, professional advisers and contractors (and permit them to use, copy or modify Our Confidential Information) as is strictly necessary for You to be able to do what You are permitted and/or required to do under these Airdrop Terms of Use. Where disclosure to Your officers, employees, agents, professional advisers and contractors is necessary, You shall ensure such persons are made aware of and agree in writing to observe these same confidentiality obligations and at all times comply with them.

You may disclose Our Confidential Information as required by law. In the event that You become legally compelled to disclose any of the Confidential Information, then (to the extent permitted by law) You shall give Us prompt written notice of the fact so that We may take such steps to prevent such disclosure as We deem appropriate and You shall co-operate with Us in such manner as We may reasonably require.

Representations, warranties and disclaimers

You represent, warrant and acknowledge that:

You hold all rights and have obtained all licences required to use the API integration You develop and the Airdrop Data; and
Your use of the Airdrop Solution will not infringe Our rights or anyone else’s, nor will it breach any applicable laws or regulations.
You have the requisite power and authority to issue/distribute the jettons;
We provide purely technical services and do not offer financial, legal, or investment advice. The issuance, distribution, or use of jettons with the use of the Airdrop Solution is solely the responsibility of the Airdrop admin.
You accept full responsibility for verifying the eligibility, jurisdictional compliance, and legal status of all Recipients receiving jettons through the Airdrop Program and the Airdrop Solution.
We do not endorse, verify, or guarantee the legitimacy, security, or value of any jetton, or digital asset issued, distributed, or promoted using the Airdrop Solution.
It is solely your duty to ensure that distribution complies with applicable laws, regulations, and any restrictions in relevant jurisdictions.
We make no representations regarding the legal status of any jetton and assume no liability for non-compliance with legal or regulatory requirements related to the distribution of jettons.

To the maximum extent permitted by applicable law, You accept that the Airdrop Solution is provided on an ‘AS IS’ basis and that:

the Airdrop Solution may not be free of bugs or errors and that the existence of minor bugs or errors shall not constitute a breach of these Airdrop Terms of Use and T&C Terms;
You remain responsible for Your own hardware, content and the data uploaded through the Airdrop Solution;
We accept no responsibility for any liability that arises in connection with anyone else unlawfully obtaining access to Your Ton Console account in order to abuse the nature and intent of the API (although this does not include where We obtain access to Your Ton Console account as We are permitted to under these Airdrop Terms of Use and T&C Terms); and
We accept no responsibility for any liability that arises in connection with the theft of Your username or password by unauthorised third parties.

We do not represent or warrant that the Airdrop Solution shall be:

uninterrupted or error free; or
compatible with third party software or equipment.

Any representations or warranties that We make (and We are not saying that We are, unless We have to by applicable law) depend on You using the Airdrop Solution in compliance with these Airdrop Terms of Use and T&C Terms and the latest versions of all Documentation.

We shall not be liable, nor be required to fix, any problem arising from:

any modification made to any part of the Airdrop Solution by anyone other than Us without Our express prior written consent; or
any defect or error wholly caused by any equipment or third party software used in connection with the Airdrop Solution.

Subject to what it specifically says in these Airdrop Terms of Use and T&C Terms and to the maximum extent permitted by applicable law, We and Our suppliers:

make no other representations or warranties and do not agree to any other terms and conditions (express, implied or statutory) in relation to the Airdrop Solution, the Airdrop Data and the Platform or about results to be obtained from using the Airdrop Solution, the Airdrop Data or the Platform; and
shall not be liable for any loss or damage arising out of any virus or other malicious code.

Liability

We shall not be liable to You or any Recipient for any liabilities, costs, expenses, damages and losses (including, but not limited to, any direct, indirect or consequential losses, loss of profits, goodwill, reputation, loss of business opportunity or anticipated savings, and all interest, penalties and legal costs (calculated on a full indemnity basis)) (collectively Losses), arising under or in connection with the Airdrop Program and/or the Airdrop Solution , even if We were aware of the possibility that such loss or damage might be incurred by You or an the Recipient.

We shall not be responsible or liable for any Losses caused, directly or indirectly, by:

any actions, omissions, or failures of third parties, including but not limited to Airdrop admins, third-party infrastructure providers, such as wallet providers, custodians or blockchain networks;
a Force Majeure Event;
any action taken by Us as it deems reasonably necessary to ensure its compliance with applicable law and regulation;
any failure, downtime (whether deriving from scheduled or unscheduled maintenance or otherwise), unavailability of or errors caused by the issuance/distribution of jettons;
any actions, omissions, defaults or insolvency of the Airdrop admin; or
any failure to provide the Airdrop Solution if such provision is prevented, hindered or delayed by changes to Our policies or procedures made in Our sole discretion in light of legal, regulatory, operational, security or reputational risks. In these circumstances, Our obligations will be suspended for as long as any change in Our policies and procedures remains in effect.

To the fullest extent permitted by law, our total liability under any claim related to Our services shall not exceed the amount paid to Us for the specific technical services provided to You under these Airdrop Terms of Use within the last twelve (12) months preceding the Loss.

In the event of any Losses sustained by You for which We are liable under this clause, Our liability shall be reduced to the extent that Your own negligence contributed to such Losses.

Except that We do not exclude or limit any liability to the extent the same cannot be excluded or limited by law (such as fraud, fraudulent misrepresentation, or personal injury resulting from Our or Our employees’ negligence).

Other than as expressly stated, the limitations and exclusions of liability above apply to all losses, damages, liabilities and claims howsoever arising, including in negligence or otherwise.

Force Majeure Event means acts of God, fire, flood, drought, earthquake or other natural disaster, epidemic or pandemic; terrorist attack, civil war, civil commotion or riots, war, threat of or preparation for war, armed conflict, imposition of sanctions, embargo, or breaking off of diplomatic relations; nuclear, chemical or biological contamination or sonic boom; any law or any action taken by a regulatory or governmental authority, including without limitation imposing an export or import restriction, quota or prohibition; collapse of buildings, fire, explosion or accident; any labour or trade dispute, strikes, industrial action or lockouts (other than in each case by the party seeking to rely on this clause, or companies in the same group as that party); non-performance by suppliers, subcontractors, blockchains, networks, exchanges or custodial services (other than by companies in the same group as the party seeking to rely on this clause); and interruption or failure of utility service

Indemnification

You agree to indemnify Us, our directors, officers, shareholders, affiliates and agents against all losses or damage, We may suffer related to:

the Application infringing the intellectual property rights of anyone (including Us);
any breach by of Your obligations under these Airdrop Terms of Use;
any misuse of the Airdrop Solution or the Airdrop Data, including any claim Your use of the Airdrop Data infringes the intellectual property rights or privacy rights of anyone else;
any breach by You of any representation or warranty or non-performance of any of Your obligations under these Airdrop Terms of Use and T&C Terms;
any claims, losses, damages, or liabilities of the Recipients arising from fraud, misrepresentation, illegal activities, regulatory violations, or breach of any applicable laws by the Airdrop admin; and
any claims, losses, damages, or liabilities of the Recipients arising from any change of the market value or estimate of the jettons.

This means that, in these particular circumstances, You will fully reimburse Us for any losses on a ‘£’ for ‘£’ basis, without Us having to take steps to avoid or minimise Our loss or to prove this is direct or foreseeable.

Updates to the Airdrop Solution

We may make changes to the Airdrop Solution at any time and for any reason. You shall always check the latest version of these Airdrop Terms of Use and T&C Terms before launching an Airdrop Program. If any change We make is not acceptable to You, stop using the Airdrop Solution. Your continued use of the Airdrop Solution means that You accept the change to the Airdrop Solution.

Termination

If You breach these Airdrop Terms of Use and/or T&C Terms, Your rights to use the Airdrop Solution and the Airdrop Data will automatically terminate, and We can shut down or restrict Your access to the Airdrop Solution, the Airdrop Data and/or Your API integration.

Otherwise, the licences granted by Us under these Airdrop Terms of Use and T&C Terms will continue until We terminate Your use (which we may do at any time for any reason and without notice) or You stop using the Airdrop Solution, Airdrop Data and the Platform.

In the event that any of the licences granted by Us under these Airdrop Terms of Use and T&C Terms terminate for any reason, You shall promptly permanently delete and destroy all copies of the Airdrop Solution and/or the Airdrop Data in Your possession or control.

Your obligations relating to the Airdrop Solution, Airdrop Data, data protection, security and confidentiality and the indemnities and licences granted by You and the limitations and exclusions of liability set out in these Airdrop Terms of Use and T&C Terms and any other provisions expressed or implied to survive will continue even after any licences (and/or these Airdrop Terms of Use and T&C Terms) have otherwise ended for any reason.

Other

Nothing in these Airdrop Terms of Use or T&C Terms shall (except as expressly provided) be deemed to constitute a partnership, or create a relationship of principal and agent between You and Us for any purpose.

You are only permitted to allow a third party to benefit from the Airdrop Solution (such as a related company of Yours or Your customers) if You ensure that such use:

does not exceed Your permitted use under these Airdrop Terms of Use and T&C Terms;
is controlled by You;
does not involve the disclosure of any Confidential Information or Airdrop Data (other than in accordance with the terms of these Airdrop Terms of Use and T&C Terms); and
is otherwise subject to and in accordance with these Airdrop Terms of Use and T&C Terms.

Governing law and jurisdiction

These Airdrop Terms of Use and T&C Terms and any dispute or claim arising out of, or in connection with, these Airdrop Terms of Use and T&C Terms, their subject matter or formation (including non-contractual disputes or claims) shall be governed by, and construed in accordance with, the laws of England and Wales and subject to the exclusive jurisdiction of the courts of England and Wales.

Both parties shall first resolve any dispute or claim arising out of or relating to the Airdrop Terms of Use and T&C Terms by way of negotiation failing which mediation, to any mutually agreed to mediation service for mediation by providing to the mediation service a joint, written request for mediation, setting forth the subject of the dispute and the relief requested (Mediation). The parties shall cooperate with one another in selecting a mediation service and shall cooperate with the Mediation service and with one another in selecting a neutral mediator and in scheduling the Mediation proceedings. The parties covenant that they will use commercially reasonable efforts in participating in the Mediation. The parties agree that the mediator’s fees and expenses and the costs incidental to the Mediation will be shared equally between the parties.
The parties further agree that all offers, promises, conduct, and statements, whether oral or written, made in the course of the Mediation by any of the parties, their agents, employees, experts, and legal advisors, and by the mediator and any employees of the mediation service, are confidential, privileged, and inadmissible for any purpose, including impeachment, in any litigation, arbitration or other proceeding involving the parties, provided that evidence that is otherwise admissible or discoverable shall not be rendered inadmissible or non-discoverable as a result of its use in the Mediation.
If the parties cannot resolve any dispute under these Airdrop Terms of Use and T&C Terms, for any reason, including, but not limited to, the failure of either party to agree to enter into mediation or agree to any settlement proposed by the mediator within 20 business days after the first date of the mediation, either party may make a claim in accordance with this clause and subject to the exclusive jurisdiction of the courts of England and Wales.

Airdrop Signer