* * * PLEASE NOTE: THESE SERVICE TERMS COVER USE OF THE DRAGON INNOVATION CROWDFUNDING PLATFORM WHICH HAS CEASED RUNNING PROJECTS. LEARN MORE ABOUT OUR CURRENT OFFERINGS HERE * * *
DRAGON INNOVATION BACKER TERMS OF SERVICE
These Terms of Service (the “Terms”) describe the terms on which Dragon Innovation, Inc. (“Dragon Innovation”, “we” or “us”) will provide its online platform and website (the “Service”), which is designed to allow entrepreneurs (“Entrepreneurs”) to generate seed funding for development of consumer electronic products (“Products”) by offering Product purchase opportunities to potential supporters (“Backers”). All users of the Service, whether Entrepreneurs, Backers, or those just browsing the Service, are referred to as users of the Service (“you” or the “User”). These Terms form a legally binding agreement between you, the User, and Dragon Innovation. BY REGISTERING FOR OR OTHERWISE USING THE SERVICE IN ANY MANNER, YOU ARE AGREEING TO THESE TERMS. DO NOT USE THE SERVICE IF YOU DO NOT ACCEPT THE TERMS. THIS AGREEMENT CONTAINS A DISPUTE RESOLUTION CLAUSE UNDER WHICH YOU WAIVE THE RIGHT TO PURSUE CERTAIN CLAIMS IN COURT.
1. Registration. In order to use the Service as an Entrepreneur or Backer, you must register with us. When you register, you will provide us with accurate and complete registration information. You represent and warrant that you are 18 years of age or over and that you have the capacity to contract with Dragon Innovation under the laws of your place of residence. If you are registering on behalf of an organization, you represent and warrant that you are an authorized representative of such organization with the authority to bind the organization to the Terms. You shall keep your registration information updated and maintain your password as confidential. You are responsible for all use of the Service under your username. You shall promptly notify Dragon Innovation of any unauthorized use of your account.
2. Compliance with Law. You shall use the Service in compliance with all applicable laws. If you are unable to use the Service without violating the law in your jurisdiction, do not use the Service.
3. Agreements between Entrepreneurs and Backers. When an Entrepreneur offers a Product on the Service (a “Product Pitch”), the Entrepreneur is offering to enter into a contract with Backers under which Backers purchase Products, Product discounts or Product access opportunities (collectively, “Product Benefits”) in advance to fund Product development in the amount specified in the applicable Product Pitch (the “Backer Upfront”). When the Backer accepts the offer by purchasing a Product Benefit on the Service, a binding contract is formed between the Entrepreneur and the Backer on the terms described at Section 6 immediately below (a “Product Benefit Contract”). Dragon Innovation is not a party to the Product Benefit Contract and will not act as arbiter of any disputes between the Entrepreneur and the Backer. Dragon Innovation’s only role is to provide the Service and to collect the Backer Upfront Payment from the Backer and convey the payments to the Entrepreneur (less Dragon Innovation’s fee and any third party payment processing fees). Dragon Innovation will also provide the names and email addresses of an Entrepreneur’s Backers to that Entrepreneur. Dragon Innovation reserves the right to suspend, cancel, de-list or reject any Product Pitch at any time in its absolute discretion, and Dragon Innovation will not be liable for any such actions.
4. Payment Procedure. When a Backer purchases or commits to purchase a Product Benefit, the Backer must provide credit card details to Dragon Innovation. If a Product Benefit Contract is formed, Backer will pay the Backer Upfront Payment by debit to its card. By accepting an Entrepreneur’s offer to sell a Product Benefit, the Backer represents that there is sufficient credit available on the credit card for such payment. Dragon Innovation will collect the Backer Upfront Payment at the time the Product Benefit Contract is formed. If the formation of the Product Benefit Contract is conditioned upon certain events, such as a threshold number of purchases or other goal set by the Entrepreneur, then such debit to the Backer’s card may be delayed from the time Backer commits to purchase a Product Benefit until such later time as all conditions to the Product Benefit Contract have been met. Except as otherwise required by applicable law, the Product fee is non-refundable. When Dragon Innovation has received Backer Upfront Payments, Dragon Innovation will forward payment to the Entrepreneur, less Dragon Innovation’s then-current fees as published on the Service and less any third party payment service provider fees. Dragon Innovation endeavors to forward funds to Entrepreneurs in a timely manner, but does not guarantee it will meet a particular payment deadline.
5. Taxes. Dragon Innovation makes no representation or warranty as to the tax status of any payment made under any Product Benefit Contract or the tax deductibility of any Backer Upfront Payment. The Backer and/or the Entrepreneur are responsible for all sales or use or other taxes on Backer Upfront Payments paid to the Entrepreneur.
6. Terms of Product Benefit Contract. Unless otherwise provided by the Entrepreneur in the Product Pitch, Entrepreneurs and Backers agree as follows:
- The Entrepreneur will make reasonable commercial efforts to provide the Product Benefits, taking into account the skills and resources of the Entrepreneur and the risks of the Product development, as outlined in the Product Pitch.
- Neither the Entrepreneur nor Dragon Innovation warrants or guarantees that the Entrepreneur’s ideas will result in a successful Product, that Entrepreneur will successfully develop any Product, or that Entrepreneur will develop the Product by the target date described in the Product Pitch.
- The Entrepreneur may cancel the Product development project at any time, subject to the prior approval of Dragon Innovation, which will not be unreasonably withheld. In the event of cancellation, the Entrepreneur will refund the Backer a refund equal to their original payment less Dragon Innovation’s transaction fee.
- The Entrepreneur will be responsible to issue updates during the Product development project to keep Backers informed about the project.
- If the Entrepreneur is successful in developing the Product within the budget described in the Product Pitch, Entrepreneur will provide the Product Benefits to the Backer promptly after the Product becomes available.
- Because the Product has not been commercially manufactured at the time that the Entrepreneur makes the Product Pitch, the Entrepreneur cannot guarantee that the price for the Product will not change in future.
- TO THE EXTENT PERMITTED BY LAW, ALL PRODUCTS ARE PROVIDED “AS IS”, WITH ALL FAULTS, AND THE ENTREPRENEUR DISCLAIMS THE WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. SOME JURISDICTIONS DO NOT ALLOW IMPLIED WARRANTIES TO BE DISCLAIMED, SO THIS EXCLUSION MAY NOT APPLY TO ALL BACKERS, WHO MAY HAVE OTHER REMEDIES IF A PRODUCT IS DEFECTIVE.
- If the Entrepreneur does not succeed in developing the Product within budget or otherwise fails to achieve the commitments made to the Backer, the Entrepreneur will provide the Backer with a written report describing the development effort and what went wrong. As long as the Entrepreneur has acted in good faith, other than providing a refund for a canceled development project, the Entrepreneur will have no liability to the Backer for failing to achieve successful Product development or for being unable to offer promised Product Benefits.
- Nothing in this Product Benefit Contract will absolve the Entrepreneur of any fraud, gross negligence or willful misconduct.
- All Backers acknowledge that this Product Benefit Contract and the provision of the Backer Upfront Payment does not grant to the Backer any equity interest, control, ownership interest, or option in the Entrepreneur or any associated entity or assets. A Product Benefit Contract may not be entered into in connection with the purchase of any equity interest, ownership interest or option. The Entrepreneur retains all rights in the Product and may direct and control Product development in its discretion.
- The Backer acknowledges that entities affiliated with Dragon Innovation offer design, engineering and manufacturing consulting services for consumer electronics products, and may provide those and other services to Entrepreneurs.
7. Dragon Innovation’s Assessment Services. Dragon Innovation conducts an initial screen of potential Product development projects before listing them on the Service, solely for determining whether the project appears eligible for listing on the Service. In addition, upon payment of Dragon Innovation’s then-current fee, Dragon Innovation will provide project review services to Entrepreneurs, as agreed between Dragon Innovation and Entrepreneurs from time to time. Any such screening or review services provided by Dragon Innovation do not constitute a warranty or guarantee by Dragon Innovation of the integrity of the Entrepreneur or the quality of the Product proposals or Product Benefits offered on the Service.
8. Ownership of the Service. The Service, and all related software, software algorithms, data, written materials, graphics, marks, functionality, look-and-feel, trade dress, and other materials and technology of any kind related to the Service or published on the Dragon Innovation website or applications, other than any User Generated Content (collectively, the “Company Technology”), and all patent, copyright, trade secret, trademark and other intellectual property rights related to the Company Technology, are the exclusive property of Dragon Innovation. You may use the Company Technology only for the purposes of use of the Service as permitted by this Agreement. You may not copy, modify, distribute, transfer, reverse engineer or otherwise deal with the Company Technology. Dragon Innovation reserves all rights in the Company Technology, and no implied rights or licenses are granted to you. Dragon Innovation does not claim any intellectual property rights or ownership interests in the Product ideas posted on the Service.
9. User Generated Content. In connection with using the Service, you may upload, post, or
submit to the Service photographs, text, graphics, video, audio, user names, biographical details,
and other materials and information (collectively, “User Generated Content”). The User Generated
Content remains your property, and Dragon Innovation does not claim any ownership of the
copyright or other proprietary rights in such information and User Generated Content. You agree
(a) you are publishing and making your User Generated Content publicly available for viewing by third parties on a non-confidential basis, that your User Generated Content may be associated with your Dragon Innovation username, and that accordingly your User Generated Content will be attributable to you, that third parties will gain access to your User Generated Content through the Service, and Dragon Innovation shall in no event be liable to you for any use or misuse of your User Generated Content by any third party;
(b) you grant Dragon Innovation a worldwide, non-exclusive, perpetual, irrevocable, royaltyfree, transferable license, with right to sublicense through multiple tiers, to copy, edit, modify, use, publish, distribute, prepare derivative works, publicly perform, publicly display and otherwise exploit the User Generated Content in any form of media, whether now known or later invented, in connection with operation of the Service, promotion of the Service, and any other purposes reasonably related to using the Service and the conduct of promotions, advertising and marketing of Dragon Innovation and its partners;
(c) all users of the Service have the right to access your User Generated Content for personal, non-commercial use; and
(d) you represent and warrant that you own all proprietary rights in your User Generated Content or, with respect to any User Generated Content that you do not own, you have the full authority and right to post the User Generated Content and to grant the licenses granted hereunder, and that your posting of the User Generated Content, and the exercise by Dragon Innovation and Users of the license rights granted by you, shall not infringe any third-party intellectual property rights, nor violate any rights of privacy or publicity, nor be defamatory, libelous, vulgar, profane or obscene, nor violate any law or other right, privilege or interest of any third party. Dragon Innovation merely distributes User Generated Content and does not control it. Any opinions, advice, statements, service, offers or other content included within User Generated Content are those of the respective authors or distributors, and not Dragon Innovation, and Dragon Innovation is not responsible for the accuracy or reliability of User Generated Content. Dragon Innovation is under no obligation to edit or control User Generated Content that you and other users post or distribute, and will not be in any way responsible or liable for User Generated Content. Dragon Innovation does not vet or control other individuals that use the Service. You liable for any loss or damage that any person may suffer as a result of using the Service or using or relying on the User Generated Content.
10. User Restrictions.
10.1 You shall comply with all rules and policies for the use of the Service published by Dragon Innovation from time to time. Without limitation, you shall not: (a) use the Service for any purpose other than bona fide submission of a consumer electronics Product project (if you are an Entrepreneur) or for browsing and purchase of Product Benefits as a Backer or potential Backer; (b) use, upload, post, distribute or transmit, any User Generated Content in violation of, or in connection with any violation of, any local, state, national or international laws; (c) impersonate any person or entity, or forge or manipulate headers to disguise the origin of any User Generated Content; (d) except as otherwise permitted by these Terms, harvest or otherwise collect any information or data from the Service, including by use of spiders or other automated means; (e) post any User Generated Content more than once; (f) use the Service to distribute spam or other unsolicited commercial messages; (g) bypass any security measures associated with the Service or take any action to impair the operation of the Service; (h) engage in any other conduct that interferes with the Service or that restricts or inhibits any other person from using or enjoying any User Generated Content, or the Service; or (i) take any action or omission that, in Dragon Innovation’s sole judgment, exposes Dragon Innovation or any of its officers, directors, employees or agents to any liability or detriment of any type.
10.2 You shall not submit, post, upload to, distribute through or otherwise use in connection with the Service any User Generated Content that: (a) is libelous, vulgar, defamatory, threatening, abusive, scandalous, obscene, pornographic, false, misleading, or unlawful or that encourages a criminal offense; (b) contains any statement, formula, direction, recipe, prescription or other matter that involves a reasonably foreseeable risk of injury or damage to the material’s readers or others; (c) promotes any goods or service of any competitors to Dragon Innovation, or encourages any other users of the Service to become users of any such competitors; or (d) contains any software viruses or any other code, file or program that is designed to interrupt, destroy, or limit the functionality of any computer software, hardware or telecommunications equipment or to obtain unauthorized access to any system, data, hardware, software, password or Company Technology.
11. Third Party Websites. The Service may contain links to third-party websites. The linked sites are not under our control, and we are not responsible for the contents of any linked site. We provide these links as a convenience only, and a link does not imply endorsement of, sponsorship of, or affiliation with the linked site by Dragon Innovation. You should make whatever investigation you believe necessary or appropriate before proceeding with any transaction with any of these third parties.
12. Ideas Submitted to Dragon Innovation. Dragon Innovation is pleased to hear from you and welcomes your comments about the Service. In the event that you submit ideas or suggestions for the Service (“Service Comments”), the Service Comments will be deemed, and will remain, the sole property of Dragon Innovation, and you hereby assign and agree to assign all of your right, title and interest, including copyright, patent and other intellectual property rights, therein to Dragon Innovation. None of the Service Comments will be subject to any obligation of confidence on the part of Dragon Innovation, and Dragon Innovation will not be liable for any use or disclosure of any Service Comments. Without limiting the foregoing, Dragon Innovation will be entitled to unrestricted use of the Service Comments for any purpose whatsoever, commercial or otherwise, by any means, by any media, without compensation to the provider, author, creator or inventor of the Service Comments.
13. Warranty Exclusions and Limitations of Liability.
EXCEPT AS EXPRESSLY STATED HEREIN, THE SERVICE IS PROVIDED “AS IS.” DRAGON INNOVATION MAKES NO REPRESENTATION OR WARRANTY AS TO THE SUCCESS OR PROSPECTS OF ANY PRODUCTS OR PRODUCT BENEFITS. TO THE EXTENT PERMITTED BY LAW, DRAGON INNOVATION EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING: (i) ALL WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NONINFRINGEMENT, AND ANY AND ALL WARRANTIES ARISING FROM COURSE OF DEALING AND USAGE OF TRADE; (ii) THAT THE SERVICE WILL MEET YOUR REQUIREMENTS, WILL ALWAYS BE AVAILABLE, ACCESSIBLE, UNINTERRUPTED, TIMELY, SECURE OR OPERATE WITHOUT ERROR, (iii) AS TO THE EFFORTS OF THE ENTREPRENEUR OR THE QUALITY OF ANY PRODUCT, AND (iv) AS TO THE ACCURACY OR RELIABILITY OF ANY INFORMATION OBTAINED FROM THE SERVICE. No advice or information, whether oral or written, obtained by you from Dragon Innovation or through the Service will create any warranty not expressly stated herein.
UNDER NO CIRCUMSTANCES WILL YOU BE ENTITLED TO RECOVER FROM DRAGON INNOVATION ANY INCIDENTAL, CONSEQUENTIAL, INDIRECT, PUNITIVE OR SPECIAL DAMAGES (INCLUDING DAMAGES FOR LOSS OF BUSINESS, LOSS OF PROFITS OR LOSS OF USE), WHETHER BASED ON CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE ARISING FROM OR RELATING TO THE SERVICE OR THE DRAGON INNOVATION PROPERTY, EVEN IF DRAGON INNOVATION HAS BEEN INFORMED OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES.
WITH RESPECT TO LIABILITY TO ENTREPRENEURS FOR PROJECT REVIEW SERVICES FOR WHICH THE ENTREPRENEUR PAID DRAGON INNOVATION, DRAGON INNOVATION’S MAXIMUM LIABILITY FOR ANY DAMAGES OR LIABILITY ARISING IN CONNECTION WITH THE SERVICE, WHETHER ARISING IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR OTHERWISE, SHALL BE LIMITED TO THE AMOUNT RECEIVED BY DRAGON INNOVATION FOR THE APPLICABLE PROJECT REVIEW.
14. Release. All Backers and Entrepreneurs acknowledge that Dragon Innovation provides the Service at a platform to connect Entrepreneurs with Backers but that Dragon Innovation does not guarantee, manage, control or supervise the Product development projects listed on the Service. Dragon Innovation accepts no responsibility for any damages or loss incurred in connection with any Product Benefit Contract or relationship between any Entrepreneur and Backer, including, without limitation, any loss suffered by a Backer because an Entrepreneur does not fulfill any commitments, terms, conditions, warranties or representations made in connection with any Product development project. ACCORDINGLY, TO THE EXTENT PERMITTED BY LAW, ALL USERS HEREBY RELEASE AND DISCHARGE DRAGON INNOVATION AND ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, SUCCESSORS AND ASSIGNS FROM AND AGAINST ALL CLAIMS, ACTIONS, SUITS, PROCEEDINGS, LIABILITIES, LOSSES, AND DAMAGES, WHETHER KNOWN OR UNKNOWN AND OCCURRING AT ANY TIME, THAT ANY USER MAY SUFFER OR INCUR IN CONNECTION WITH ANY PRODUCT BENEFIT CONTRACT OR ANY USE OF THE SERVICE (OTHER THAN DRAGON INNOVATION’S FAILURE TO TRANSMIT FUNDS IT HAS RECEIVED FROM BACKER UPFRONT PAYMENTS TO ENTREPRENEURS).
You agree that this release will forever bar every claim, demand, and cause of action described
herein, and you expressly waive any and all rights and benefits under Section 1542 of the
California Civil Code, which states:
“A general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which if known by him must have materially affected his settlement with debtor.”
15. Indemnity. You shall defend, indemnify and hold harmless Dragon Innovation and its officers, directors, employees, agents, successors and assigns against any and all claims, actions, proceedings, suits, liabilities, losses, damages, costs, expenses and attorneys’ fees arising in connection with your use of the Service, any Product Benefit Contract, and the relationship between the Backer and the Developer, except to the extent arising from Dragon Innovation’s breach of the express provisions of these Terms. Dragon Innovation reserves the right to retain the sole control of the defense and settlement of any claim, action, suit or proceeding for which you are obliged to provide indemnification hereunder. You will cooperate with Dragon Innovation with respect to such defense and settlement.
Any notice alleging that materials hosted by or distributed through the Service infringe intellectual property rights must include the following information: (a) an electronic or physical signature of the person authorized to act on behalf of the owner of the copyright or other right being infringed; (b) a description of the copyrighted work or other intellectual property that you claim has been infringed; (c) a description of the material that you claim is infringing and where it is located on the Service; (d) your address, telephone number, and email address; (e) a statement by you that you have a good faith belief that the use of the materials on the Service of which you are complaining is not authorized by the copyright owner, its agent, or the law; and (f) a statement by you that the above information in your notice is accurate and that, under penalty of perjury, you are the copyright or intellectual property owner or authorized to act on the copyright or intellectual property owner's behalf.
If material that you have posted to the Service has been removed or disabled, you may file a counter notice pursuant to 17 U.S.C. §512 (g). To be effective, the counter notice must be a written communication sent to the designated agent address listed above that includes the following: (g) a physical or electronic signature of the subscriber; (h) identification of the material that has been removed or to which access has been disabled and the location at which the material appeared before it was removed or access to it was disabled; (i) a statement under penalty of perjury that you have a good faith belief that the material was removed or disabled as a result of mistake or misidentification of the material to be removed or disabled; and (j) your name, address, and telephone number, and a statement that you consent to the jurisdiction of the United States District Court for the judicial district in which the address is located or, if your address is outside of the United States, for any judicial district in which Dragon Innovation may be found, and that you will accept service of process from the person who provided notification under subsection 17 U.S.C. §512 (c)(1)(C) or an agent of such person.
18. Applicable Law, Compliance. The Service is operated by Dragon Innovation from the United States, and Dragon Innovation does not represent or warrant that use of the Service is lawful in other jurisdictions. All matters arising from or relating to the use and operation of the Service shall be governed by the substantive laws of the State of Delaware, without regard to its conflicts of laws principles. The Uniform Computer Information Transactions Act shall not apply to this Agreement. If you gain access to the Service from locations outside the United States, you will be responsible for compliance with all local laws of any such other location, and in no event will you use the Service in violation of U.S. export laws or regulations.19. Arbitration and Dispute Resolution. All disputes arising out of or relating to the Terms, the Service, or the Products between and among Dragon Innovation, Entrepreneurs and/or Backers shall be resolved exclusively by binding arbitration conducted in Wilmington, Delaware before a single arbitrator (the “Arbitrator”) in accordance with the Commercial Arbitration Rules of the American Arbitration Association (the “AAA”) then in effect and the further procedures set forth herein. In the event that the American Arbitration Association is unavailable or unwilling to administer the arbitration, and the parties are unable to agree to a substitute, a substitute shall be appointed by the court. The Arbitrator shall have authority to issue any and all remedies authorized by law. The arbitration shall be governed by the Federal Arbitration Act, 9 U.S.C. §§ 2 et seq., and the laws of the State of Delaware without reference to principles of conflicts of laws. Notwithstanding any rules of the American Arbitration Association to the contrary, any claims shall be adjudicated on an individual basis, and YOU WAIVE ANY RIGHT TO BRING ANY CLAIM AS A REPRESENTATIVE OF A PROPOSED CLASS, ON AN AGGREGATED OR MASS BASIS, OR AS A PRIVATE ATTORNEY GENERAL, OR TO CONSOLIDATE ARBITRATION PROCEEDINGS WITHOUT THE CONSENT OF ALL PARTIES THERETO. Any award rendered by the Arbitrator shall be final, conclusive and binding upon the parties hereto. In connection with any arbitration proceeding pursuant to these Terms, unless the Arbitrator shall determine otherwise, each party shall bear its own costs and expenses. Notwithstanding the foregoing, you may at your option file an individual claim in any small claims court for disputes or claims within the scope of its subject matter jurisdiction if such court has personal jurisdiction. Dragon Innovation does not hereby waive any defense that such jurisdiction may be lacking in your state. Without derogation of the parties’ obligation to arbitrate as set forth herein, for any claims other than those in small claims court, jurisdiction for any court proceedings arising out of or relating to the Terms, the Service, or the Products shall be vested exclusively in, and venue shall be laid in, the state or federal courts sitting in Wilmington, Delaware, except that, following confirmation of an arbitration award in a state or federal court in Wilmington, Delaware, a judgment arising therefrom may be executed in any court of competent jurisdiction.
20. Suspension; Modifications and Termination. Dragon Innovation reserves the right to suspend or terminate your password and/or access to the Service at any time or to remove any Product Pitch from the Service at any time. Dragon Innovation may, in its sole discretion, refuse to make the Service available to any person or change the eligibility criteria for using the Service at any time. Dragon Innovation reserves the right to terminate the Service or modify any features or aspects of the Service, or modify its policies at any time, by publishing notice on the Service. Notwithstanding the foregoing, if you enter into a Product Benefit Contract, you will in any event be bound by the Terms in effect at the time such contract was formed. You are under an obligation to review the current version of these Terms and other published Dragon Innovation policies before using the Service. Sections 7-22, any accrued rights and remedies, and any other provisions that by their nature require survival in order to be effective, shall survive the termination or expiration of these Terms.
21. Force Majeure. In no event shall Dragon Innovation be liable for any failure to comply with these Terms or other matter to the extent that such failure or matter arises from factors outside Dragon Innovation’s reasonable control.
22. Notices. You agree that email correspondence sent to your email address on record constitutes valid legal notice to you for all purposes, and acknowledge that you are willing to contract with Dragon Innovation under these Terms, and to enter into any Product Benefit Contract, electronically. All such email notices shall be valid upon proof of transmission by Dragon Innovation. All notices to Dragon Innovation shall be sent to Dragon Innovation in writing by U.S. mail, carrier such as FedEx or UPS, or by personal delivery, to Dragon Innovation’s address at: #204, 405 Waltham Street, Lexington, MA 02421.
23. Miscellaneous Provisions. No delay or omission by Dragon Innovation in exercising any of its rights occurring upon any noncompliance or default by you with respect to any of the terms and conditions of these Terms will impair any such right or be construed to be a waiver thereof, and a waiver by Dragon Innovation of any of the covenants, conditions or Terms to be performed by you will not be construed to be a waiver of any succeeding breach thereof or of any other covenant, condition or Terms hereof contained. As used in these Terms, “including” means “including but not limited to” and the term “partner” is used solely to denote another entity with which Dragon Innovation has a sponsorship or similar contractual arrangement. If any provision of these Terms is invalid or unenforceable, then these Terms will remain in full force and effect and will be reformed to be valid and enforceable while reflecting the intent of the parties to the greatest extent permitted by law. Except as otherwise expressly provided herein, these Terms set forth the entire agreement between you and Dragon Innovation regarding its subject matter, and supersede all prior promises, terms or representations, whether written or oral, regarding such subject matter. Your registration, these Terms and your rights and obligations hereunder are not assignable or transferable by you to any third party without the prior written consent of Dragon Innovation. We may assign these Terms to any purchaser of the Dragon Innovation business. These Terms may be executed electronically, and your electronic assent or use of the Service shall constitute execution of these Terms. You agree that the electronic text of these Terms constitutes a writing and your assent to the terms and conditions hereof constitutes a “signing” for all purposes.
25. Fee Schedule. The Entrepreneur will be charged following fees as it related to the
(a) Dragon Innovation Transaction Fee: 5% of the total amount pledged by Backers for projects that successfully meet the funding threshold.
(b) Payment Handling Fee: 3 – 5% of the total amount pledged by Backers for projects that successfully meet the funding threshold, per Balanced Payments terms of service: www.balancedpayments.com/help#q137