DropModel, LLC Terms of Use

Last Updated: November 21, 2017

These terms of use are entered into by and between you and DropModel, LLC, a Delaware limited liability company ("DropModel", "we," or "us"). The following terms and conditions, together with any documents they expressly incorporate by reference (collectively, these "Terms of Use"), govern your access to and use of the DropModel software platform, www.dropmodel.com (the "Website"), the DropModel web-based application (the "App"), and other online products and services, including the Tools (as defined below), provided by DropModel (all of the foregoing collectively, our "Services"), whether as a visitor or a registered user.

Please read these Terms of Use carefully before you start to use our Services. By using our Services or by clicking to accept or agree to these Terms of Use when this option is made available to you, you signify that you have read, understand, and accept and agree to be bound and abide by these Terms of Use** and our Privacy Policy [http://dropmodel.com/privacy], incorporated herein by reference, regardless of whether you are a registered user of the Services.** If you do not agree to these Terms of Useor the Privacy Policy, you must not access or use our Services. If you are accessing or using our Services on behalf of another person, group, or entity, you represent that you are authorized to accept these Terms of Use on behalf of such person, group, or entity, and that such person, group, or entity agrees to be responsible to us if you or such person, group, or entity violates these Terms of Use.

1. Eligibility.

Our Services are offered and available to users who are 18 years of age or older. By using our Services, you represent and warrant that you (i) meet the foregoing eligibility requirements, (ii) have not been previously suspended or removed from the Services, or engaged in any activity that could result in suspension or removal from the Services, and (iii) are not a person who is barred from receiving or using the Services under the laws of the United States or any other applicable jurisdiction. If you do not meet all of these requirements, you must not access or use the Website or our Services.

2. Access to Services.

We reserve the right to withdraw or amend our Services at any time in our sole discretion without notice. We will not be liable if, for any reason, all or any part of our Services is unavailable at any time or for any period. From time to time, we may restrict access to some parts of, or all of, our Services by users, including registered users.

You are responsible for: (i) making all arrangements necessary for you to have access to our Services and (ii) ensuring that all persons who access our Services through your internet connection are aware of these Terms of Use and comply with them.

Subject to these Terms of Use, DropModel grants you a limited, non-exclusive, nontransferable personal license to download, install, and/or operate, as applicable, any tools, calculators, software, scripts, data feeds, articles, training courses, materials, or any other copyrightable content (collectively, "Tools") that we may from time to time have specifically identified within the Website as available for use and subject to these Terms of Use and the terms of the license, if any, accompanying such Tools.

Certain features of our Services, including the Tools, may be subject to additional terms of use. By using such features, or any part thereof, you accept and agree to be bound by the additional terms of use applicable to such features. In the event that any of the additional terms of use governing such features conflict with these Terms of Use, the additional terms will govern.

3. Registering for an Account; Confidentiality and Security; Electronic Communications.

3.1 Registering for an Account.

Visitors may browse the Website in accordance with these Terms of Use, but may not have full access to our Services (which may include, but are not limited to, contributing or accessing certain content regarding our Services, using the Tools provided by DropModel, posting comments, or signing up for special programs or privileges) without becoming a registered user and obtaining an account with DropModel.

If you register for an account, or otherwise provide certain registration details or other information to DropModel, you must provide correct, current, and complete information. You must promptly update the provided information if it changes. If we believe or suspect that such information is untrue, inaccurate, not current, or incomplete, we may deny or terminate your access to the Website or Services (or any portion thereof) and any license(s) to the Tools.

You agree not to register for any account on behalf of an individual other than yourself, or register for any account on behalf of any group or entity, unless you are authorized to bind such person, group, or entity to these Terms of Use. By registering another person, group, or entity, you hereby represent that you are authorized to do so.

We have the right to disable any user name, password, or other identifier, whether chosen by you or provided by us, at any time, in our sole discretion, for any or no reason, including if, in our opinion, you have violated any provision of these Terms of Use. An individual or entity whose access to our Services has previously been disabled or terminated by DropModel may not register for a new account nor designate other individuals to use an account on their behalf.

3.2 Confidentiality and Security.

You must treat any user name, password, or other piece of information chosen or provided as part of our security procedures as confidential, and you must not disclose it to any other person or entity. You acknowledge that your account is personal to you and agree not to provide any other person with access to our Services using your user name, password, or other security information. You are solely responsible for any and all use of your account and all activities that occur under or in connection with it. You agree (i) to be responsible for any act or omission of any users accessing our Services under your account that, if undertaken by you, would be deemed a violation of these Terms of Use, and (ii) that such act or omission shall be deemed a violation of these Terms by you.

You must maintain the security of your account and promptly notify us if you discover or suspect that someone has accessed your account without your permission, or any other breach of security related to our Services of which you become aware. You should use particular caution when accessing your account from a public or shared computer so that others are not able to view or record your password or other personal information.

3.3 Electronic Communications.

By creating an account with DropModel, you consent to receive electronic communications from DropModel (e.g., via email or by posting notices on our Services). These communications may include notices about your account (e.g., payment authorizations, password changes, and other transactional information) and are part of your relationship with us. You agree that any notices, agreements, disclosures, or other communications that we send to you electronically will satisfy any legal communication requirements, including, but not limited to, that such communications be in writing.

4. Privacy.

In the course of accessing or using the Services, including, but not limited to, visiting the Website, using the App, or using the Tools, we may obtain information about you, or you may be required to provide certain personal information to us. All uses of such information are governed by our Privacy Policy [http://dropmodel.com/privacy]. By using our Services, you consent to all actions we take with respect to your information in compliance with our Privacy Policy.

5. Intellectual Property Rights.

Our Services, the technology used to provide the Services, and the contents, features, and functionality (including, but not limited to, all information, data, software, text, graphics, images, videos, audio, trademarks, trade names, brands, service marks, logos, slogans, and other content contained therein) (collectively, the "DropModel Content") of our Services are owned by DropModel, its licensors, or other providers of such material, and are protected by United States and international copyright, trademark, patent, trade secret, and other intellectual property or proprietary rights laws, treaties, and regulations.

These Terms of Use permit you to access and use our Services, including the Tools, and DropModel Content for your personal, non-commercial use only. You must not reproduce, distribute, modify, create derivative works of, publicly display or perform, republish, download, store, or transmit any of the material from our Services, including DropModel Content, except as follows:

  • Your computer may temporarily store copies of such materials, including the DropModel Content, in RAM incidental to your accessing and viewing those materials.
  • You may store files that are automatically cached by your web browser for display enhancement purposes.
  • You may print or download one copy of a reasonable number of pages of the Website or results from our Services for your own personal, non-commercial use, and not for further reproduction, publication, or distribution.
  • You may download a single copy of applications provided for download, including desktop, mobile, or other applications, solely for your own personal, non-commercial use, provided you agree to be bound by our end user license agreement for such applications.

You must not:

  • Modify the DropModel Content.
  • Remove any copyright, trademark, or other proprietary rights notices or markings, otherwise modify or alter the DropModel Content, or make any other derivative uses of our Services or DropModel Content.
  • Use any data mining, robots, spider, deep link, or other similar data gathering or extraction tool, program, algorithm, or methodology to access, acquire, copy, or monitor our Services or any portion of our Services, including our Website, or for any other purpose.
  • Use our Services or DropModel Content other than for its intended purposes.

No rights, title, or interest in or to our Services or the DropModel Content is transferred to you, and all rights not expressly granted are reserved by DropModel and our licensors.

Any use of our Services or DropModel Content other than as specifically authorized herein, without our prior written consent, is a breach of these Terms of Use, and your right to use or access our Services or DropModel Content will terminate immediately.

6. User Content.

Our Services may permit you and other users to create, post, store, and share content, including (i) messages, text, photos, videos, and other material ("User Comments") and (ii) financial data, financial models, and other materials submitted to or created or prepared by using our Services ("Modeling Data," and, collectively with User Comments, "User Content").

All User Content must comply with the standards set forth in these Terms of Use.

Any User Content posted will be considered non-confidential and non-proprietary. By providing User Content, you grant us and our licensees, successors, and assigns a worldwide, royalty-free license to use, reproduce, modify, perform, display, distribute, and otherwise disclose to third parties any such material for any purpose. You acknowledge and agree that:

  • When you post or otherwise share User Comments on or through our Services, you understand that your User Comments and any associated information (for instance, your username or profile image) will be visible to the public.
  • When you use any features that may allow you to share your Modeling Data with others, including, but not limited to, features provided by our Services or by downloading or exporting the Modeling Data, you alone have the ability to control who can access such content by adjusting your account settings (when you share via the Services) or who receives the data (when you share outside of the Services).
  • DropModel may compile statistical and other information related to the performance, operation, and use of the Services or Modeling Data in aggregated and anonymized form, for monitoring, research, development, and marketing purposes. Such information is collected and used in accordance with our Privacy Policy [http://dropmodel.com/privacy] and applicable data protection laws.

You represent and warrant that all of your User Content does and will comply with these Terms of Use, and that you have all the rights necessary to grant us a royalty-free, irrevocable, perpetual, worldwide right and license to use such User Content. You understand and acknowledge that you are responsible for any User Content you submit or contribute. We are not responsible or liable to any third party for the content or accuracy of any User Content posted by you or any other user of our Services.

7. Feedback.

You acknowledge and agree that any questions, comments, suggestions, ideas, original or creative materials, or any other information you submit regarding DropModel, our Services, or other related products (collectively, "Feedback") is non-confidential. You hereby grant us an exclusive, royalty-free, irrevocable, perpetual worldwide right and license to use and disseminate Feedback for any purpose, commercial or otherwise, without acknowledgement or compensation to you. You agree that, by submitting Feedback to us, you automatically forfeit your right to any intellectual property rights in such Feedback and hereby assign all of your rights and interest in such Feedback to us.

8. Content Standards.

These content standards apply to any and all User Content and uses of our Services. You may only post or otherwise share User Content that is non-confidential and for which you have all the rights necessary to disclose. User Content must, in its entirety, comply with all applicable federal, state, local, and international laws and regulations. Without limiting the foregoing, you may not create, post, store, or share any User Content that:

  • Is unlawful, libelous, defamatory, obscene, pornographic, indecent, lewd, suggestive, harassing, threatening, hateful, violent, abusive, inflammatory, fraudulent, or otherwise objectionable.
  • Promotes or encourages any illegal activity, or advocates, promote, or assists any unlawful act.
  • May infringe any patent, trademark, trade secret, copyright, or other intellectual property or other rights of any party.
  • Violates the legal rights (including the rights of publicity and privacy) of others, or contains any material that could give rise to any civil or criminal liability under applicable laws or regulations, or that otherwise may be in conflict with these Terms of Use and our Privacy Policy [http://dropmodel.com/privacy].
  • Contains or depicts any statements, remarks, or claims that do not reflect your honest views and experiences.
  • Impersonates any person or entity, or falsely state or otherwise misrepresents yourself, your age, or your affiliation with or authority to act on behalf of any person.
  • Causes annoyance, inconvenience, or needless anxiety, or is likely to upset, embarrass, alarm, or annoy any other person.
  • Contains any unsolicited promotions, political campaigning, advertising, or solicitations.
  • Contains any private or personal information of a third party without such third party's consent.
  • Contains any viruses, corrupted data, or other harmful, disruptive, or destructive files or content.
  • Is, in our sole judgment, objectionable or that restricts or inhibits any other person from using or enjoying our Services, or that may expose DropModel or others to any harm or liability of any type.

We have no obligation to screen, edit, or monitor User Content; however, we may delete or remove User Content at any time and for any reason.

9. Prohibited Uses.

You may access and use our Services only for lawful purposes and in accordance with these Terms of Use. You agree not to:

  • Use our Services:
    • in any way that violates any applicable federal, state, local, or international law or regulation (including, without limitation, any laws regarding the export of data or software to and from the United States or other countries);
    • for the purposes of exploiting, harming, or attempting to exploit or harm minors in any way by exposing them to inappropriate content, asking for personally identifiable information, or otherwise;
    • to engage in any harassing, threatening, intimidating, predatory, or stalking conduct;
    • to transmit, or procure the sending of, any advertising or promotional material, including, but not limited to, any "junk mail," "chain letter," "spam," or any other similar solicitation; or
    • to impersonate or attempt to impersonate DropModel, a DropModel employee, another user, or any other person, group, or entity (including, without limitation, by using email addresses associated with any of the foregoing).
  • Reverse engineer any aspect of our Services or do anything that might discover source code or bypass or circumvent measures employed to prevent or limit access to any part of our Services.
  • Use our Services in any manner that could disable, overburden, damage, or impair our Services or interfere with any other party's use of our Services.
  • Attempt to circumvent any content-filtering techniques we use or attempt to gain unauthorized access to, interfere with, damage, or disrupt any parts of our Services, the servers upon which our Services are stored, or any server, computer, or database connected to our Services.
  • Introduce any viruses, Trojan horses, worms, logic bombs, or other programming or material that is malicious or technologically harmful or that is intended to damage, detrimentally interfere with, surreptitiously intercept, or expropriate any system, data, or personal information, or attack our Services via a denial-of-service attack or distributed denial-of-service attack.
  • Develop or use any third-party applications that interact with our Services without our prior written consent, including any scripts designed to scrape or extract data from our services.
  • Engage in any other conduct that restricts or inhibits anyone's use or enjoyment of our Services, or which, as determined by us, may harm us or users of our Services or expose us or them to liability.
  • Otherwise attempt to interfere with the proper working of our Services.

You additionally agree not to engage in the prohibited behaviors described above under "Content Standards" or otherwise violate these Terms of Use.

10. Disclaimers.

10.1 Financial Decisions and Advice.

You are responsible for your financial decisions. You acknowledge and agree that investing in real estate is risky, and certain risks cannot be mitigated or eliminated.

You acknowledge and agree that DropModel does not provide advice. DropModel is not a professional financial service provider or financial advisor, and our Services and the DropModel Content do not constitute investment or financial advice. DropModel provides a venue through which you can input, upload and obtain information, prepare financial models and projections, utilize spreadsheet-based calculators, and utilize an array of other Services. Our Services, including the Tools, and the information and opinions therein, including results provided by the Tools, are provided for informational and educational purposes only, are subject to change without notice, do not constitute advice, and should not be relied upon in making, or refraining from making, any decision. Any results presented may not reflect the actual return of your investments, and we make no guarantees about the accuracy, quality, or success of any results presented, or of any investment or any investment results as a result of using our Services, including the Tools, or the DropModel Content. Nothing contained in our Services constitutes investment, financial, legal, tax, or other advice, nor is to be relied upon in making a decision. Nothing in our Services should be construed as a solicitation or offer from us, or recommendation from us, to acquire or dispose of any real estate property or to engage in any other transaction. DropModel is not liable to you or any other person for the consequences of any decisions or actions taken in reliance upon or as a result of the information provided by our Services, including any Tools, or the DropModel Content, or your interpretation of the data. Furthermore, DropModel is not responsible for any human or mechanical errors or omissions.

We recommend that you obtain the advice of financial advisors, insurance agents, brokers, attorneys, accountants, real estate professionals, or other qualified professionals who are fully aware of your individual circumstances before you make any financial decisions. You acknowledge and agree that you rely on your own judgment and that of such advisors in making decisions based on use of our Services.

10.2 Warranties.

Your use of our Services is at your own risk. Our Services are provided on an "as is" and "as available" basis, without warranties of any kind, either express or implied, including, but not limited to, implied warranties of merchantability, fitness for a particular purpose, title, and non-infringement. In addition, neither DropModel nor any person associated with DropModel makes any warranty or representation with respect to the completeness, security, reliability, quality, accuracy, or availability of our Services. Without limiting the foregoing, neither DropModel nor any person associated with DropModel represents or warrants that our Services are secure, accurate, complete, reliable, uninterrupted, current, or error-free or that defects will be corrected.

While DropModel attempts to make your access to and use of our Services safe, we cannot and do not represent or warrant that our Services or servers are free of viruses or other harmful components. You assume the entire risk as to the quality and performance of the Services and are responsible for implementing sufficient procedures and checkpoints to satisfy your particular requirements for anti-virus protection and accuracy of data input and output, and for maintaining a means external to our Website and the App for any reconstruction of any lost data. To the fullest extent provided by law, we will not be liable for any loss or damage caused by a distributed denial-of-service attack, viruses, or other technologically harmful material that may infect your computer equipment, programs, data, or other proprietary material due to your use of our Services.

To the fullest extent provided by law, DropModel hereby disclaims all warranties of any kind, whether express or implied, statutory or otherwise.

The foregoing does not affect any warranties that cannot be excluded or limited under applicable law.

10.3 User and Third-Party Content.

We do not control or endorse any User Content or third-party content available or linked to on our Website or through our Services. All statements or opinions expressed in or comprising User Content or third-party content are statements or opinions of, and the sole responsibility of, the person, group, or entity providing such User Content or third-party content. Such content does not necessarily reflect the opinion of DropModel. We are not responsible, or liable to you or any third party, for the content or accuracy of any materials provided by any third parties, or for any loss or damage that may arise from your use of them. Any links provided on our Website or through our Services are provided for your convenience only, including links contained in advertisements. If you decide to access any of the third-party websites linked to on our Website or through our Services, you do so entirely at your own risk and subject to the terms and conditions of use for such websites.

11. Limitation on Liability.

11.1 Damages.

To the fullest extent provided by law, in no event will DropModel or any of our subsidiaries, affiliates, licensors, or service providers, or any of our or their respective officers, directors, members, managers, partners, employees, agents and representatives (individually and collectively, the "DropModel Parties") be liable to you under any legal theory of liability – whether based in contract, tort (including negligence), strict liability, warranty, or otherwise – arising out of or in connection with your use, or inability to use, our Services, any websites linked to our Services, or any content found on or provided by our Services, including the DropModel Content, or such other websites, including any indirect, special, incidental, consequential, or punitive damages, even if such damages were foreseeable or DropModel was advised that such damages were likely or possible.

To the fullest extent provided by law, in no event will the collective liability of the DropModel Parties to any party – regardless of the form of action, whether in contract, tort, or otherwise – exceed $100.00. You acknowledge that this limitation of liability is an essential term between you and DropModel relating to the provision of our Services and any content to you, and DropModel would not provide such Services or content without this limitation.

The foregoing does not apply to liability resulting from the gross negligence, fraud, or intentional misconduct of DropModel or the other DropModel Parties.

11.2 Reliance on Information Posted.

The information presented through our Services is made available solely for general information purposes. We do not warrant the accuracy, completeness, or usefulness of this information. Any reliance you place on such information is strictly at your own risk. We disclaim all liability and responsibility arising from any reliance placed on such materials by you or any other user of our Services, or by anyone who may be informed of any of its results or contents.

12. Indemnification.

To the fullest extent provided by law, you agree to indemnify, defend, and hold harmless DropModel and each of the other DropModel Parties from and against any and all claims, liabilities, damages, judgments, awards, losses, demands, costs, expenses, and fees (including reasonable attorneys' fees and court costs) arising out of or relating to (i) your violation of these Terms of Use, (ii) your access to or use of our Services, (iii) your User Content or other Feedback or information provided to DropModel, or any use thereof, (iv) your violation, misappropriation, or infringement of any rights of DropModel or any third party, and (v) your conduct in connection with our Services.

You agree to promptly notify the DropModel Parties of any of the foregoing claims, cooperate with the DropModel Parties in defending such claims, and pay all fees, costs, and expenses associated with defending such claims. You further agree that the DropModel Parties will have the right to control the defense or settlement of any such claims.

This indemnity is in addition to, and not in lieu of, any other indemnities set forth in a written agreement between you and any of the DropModel Parties.

13. Release.

To the fullest extent permitted by applicable law, you release DropModel and each of the other DropModel Parties from responsibility, liability, claims, demands, and/or damages (actual and consequential) of every kind and nature, known and unknown (including, but not limited to, claims of negligence), arising out of or relating to disputes between users of our Services and the acts or omissions of third parties. You expressly waive any rights you may have under California Civil Code section 1542, as well as any other statute or common law principles that would otherwise limit the coverage of this release, to include only those claims which you may know or suspect to exist in your favor at the time of agreeing to this release.

14. Monitoring and Enforcement; Termination.

14.1 Monitoring and Enforcement.

We have the right to:

  • Remove or refuse to post any User Content for any or no reason, in our sole discretion.
  • Take any action with respect to User Content that we deem necessary or appropriate in our sole discretion, including if we believe that such User Content violates the law or these Terms of Use, infringes any intellectual property right or other right of any person, group, or entity, threatens the personal safety of users of our Services or the public, or could create liability for us.
  • Disclose your identity or other information about you to any third party that claims material posted by you violates their rights.
  • Take appropriate legal action, including, but not limited to, referral to law enforcement, for any illegal or unauthorized use of our Services.
  • Terminate or suspend your access to all or part of our Services for any or no reason, including, without limitation, any violation of these Terms of Use.

Without limiting the foregoing, we have the right to fully cooperate with any law enforcement authorities or court order requesting or directing us to disclose the identity or other information of anyone posting any materials on or through our Services. You waive and hold DropModel harmless from any claims resulting from any action taken by DropModel during, or taken as a consequence of, investigations by either DropModel or law enforcement authorities.

We do not undertake to review all material before it is posted and cannot ensure prompt removal of objectionable material after it has been posted. Accordingly, we assume no liability for any action or inaction regarding transmissions, communications, or content provided by any user or third party. We have no liability or responsibility to anyone for performance or nonperformance of the activities described in this section.

14.2 Termination.

We reserve the right, without notice and in our sole discretion, to terminate these Terms of Use and the Services and to limit, suspend, or prohibit your access to or use of our Services at any time. We are not responsible for any loss or harm related to your inability to access or use the Services. You acknowledge and agree that, upon termination of these Terms of Use or your use of our Services, we retain the license rights granted to us for any User Content or Feedback provided.

DropModel has a policy of terminating the user accounts of repeat infringers of copyrights. If you believe that anything on our Services infringes or violates any copyright you own or control, you may notify our designated agent as follows:

Designated Agent: Technical Director

Address: The Yard, 157 13th Street, #315, Brooklyn, NY, 11249, USA

Email Address: hello@dropmodel.com

Please see 17 U.S.C. §512(c)(3) for the requirements of a proper notification. Also, please note that if you knowingly misrepresent that any activity or material on our Services is infringing, you may be liable to DropModel for certain costs and damages.

16. Changes to the Terms of Use or our Services.

16.1 Changes to the Terms of Use.

We may revise and update these Terms of Use from time to time in our sole discretion. We will post the revised Terms of Use on our Website and, if required by law, further notify you of the changes. All changes are effective immediately when we post them, and apply to all access to and use of our Services thereafter. We will indicate at the top of this page the date on which these Terms of Use were last revised. You are expected to check this page frequently for updates and changes. Your continued use of our Services following the posting of revised Terms of Use means that you accept and agree to the changes. If you do not agree to the revised Terms of Use, you must stop accessing and using our Services.

16.2 Changes to our Services.

We may update the content of our Services, including content on our Website, from time to time; such content is not necessarily complete or up to date. Any material found in our Services or on our Website may be out of date at any given time, and we are under no obligation to update such material.

17. Governing Law and Jurisdiction; Arbitration; Limitation on Time to File Claims.

17.1 Governing Law and Jurisdiction.

All matters relating to our Services and these Terms of Use, and any dispute or claim arising therefrom or related thereto (in each case, including non-contractual disputes or claims), shall be governed by and construed in accordance with the internal laws of the State of New York, without regard to conflict of law rules or principles (whether of the State of New York or any other jurisdiction). Any legal suit, action, or proceeding arising out of, or related to, our Services and these Terms of Use shall be instituted exclusively in the federal courts of the United States or the courts of the State of New York, in each cased located in New York, New York, although we retain the right to bring any suit, action, or proceeding against you for breach of these Terms of Use in your country of residence or any other relevant country. You waive any and all objections to the exercise of jurisdiction over you by such courts and to venue in such courts.

17.2 Arbitration.

At our sole discretion, we may require you to submit any dispute or claim arising from or related to our Services and these Terms of Use, including disputes arising from or concerning their interpretation, violation, invalidity, non-performance, or termination, to final and binding arbitration under the Rules of Arbitration of the American Arbitration Association applying New York law.

17.3 Limitation on Time to File Claims.

Any dispute or claim arising from or relating to our Services and these Terms of Use must be filed within one year after such claim arose; otherwise, the claim is permanently barred, which means that neither you nor DropModel has the right to assert the claim.

18. Waiver and Severability.

No waiver by DropModel of any term or condition set out in these Terms of Use shall be deemed a further or continuing waiver of such term or condition, or a waiver of any other term or condition, and any failure of DropModel to assert a right or provision under these Terms of Use shall not constitute a waiver of such right or provision.

If any provision or part of a provision of these Terms of Use is held by a court or other tribunal of competent jurisdiction to be invalid, illegal, or unenforceable for any reason, such provision shall be eliminated or limited to the minimum extent, such that the remaining provisions of these Terms of Use will continue in full force and effect.

19. Miscellaneous.

19.1 Survival.

The following sections of these Terms and Conditions will survive the expiration or termination of your use of our Services and the termination of any account you hold with DropModel: all defined terms and Sections 2-15, 17-19.

19.2 Commercial Items.

If acquired by any agency of the United States Government, such agency acknowledges that (i) the Services constitute "commercial computer software" or "commercial computer software documentation" for purposes of 48 C.F.R. §12.212 and 48 C.F.R. §227.7202, as applicable; and (ii) such agency's rights are limited to those specifically granted under these Terms.]

19.3 Section Titles; Third Party Beneficiary Rights.

The section titles in these Terms of Use are for convenience only and have no legal or contractual effect. Except as otherwise provided herein, these Terms of Use are intended solely for the benefit of the parties and are not intended to confer third party beneficiary rights upon any other person or entity.

19.4 Assignment.

These Terms of Use, and any rights and licenses granted hereunder, may not be transferred or assigned by you without the prior written consent of DropModel, but may be transferred or assigned by DropModel without restriction.

19.5 Abuse.

Please report any problems, offensive content, policy violations, and/or other abuse of our Services to us at hello@dropmodel.com.

19.6 Entire Agreement.

These Terms of Use and our Privacy Policy constitute the sole and entire agreement between you and DropModel relating to your access and use of our Services and supersede all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral, regarding our Services.

20. Contact Us.

If you have any questions about these Terms and Conditions or our site in general, please contact us at:

Address: DropModel at The Yard, 157 13th Street, #315, Brooklyn, NY, 11249, USA

Email: hello@dropmodel.com