Last Updated: December 2022
THESE TERMS OF SERVICE CONTAIN AN ARBITRATION PROVISION, SECTION 26, BELOW.
1. Parties; Effective Date.
These “Terms of Service” (“Agreement” or “Terms”) are between DNABLOCK, Inc., a corporation organized under the laws of the State of Delaware with offices at 1308 Factory Pl. Suite 112, Los Angeles, CA 90013 USA (“DNABLOCK”) and the person accepting these Terms (“User” or “You”). It is effective on the date You “Accept” these Terms electronically.
2. Purpose of Agreement; Site.
A “Token” is a digital identifier, typically a long string of numbers, letters, and characters sometimes referred to as a “hash”, that enables the owner of the Token to view, hear, or otherwise access specific Content associated with that identifier. The Token has technical attributes that enable uniqueness, security, authenticity, ownership, tracking, access, and association with contract terms issued by DNABLOCK (“Smart Contract”). A Token does not contain a copy of Content. A Token digitally directs to Content residing in a secure computer network.
4. User Account.
To receive Services through a Site, User must create an account with DNABLOCK. By creating an account, each User represents and warrants to DNABLOCK the following: (a) User is an individual who is at least eighteen (18) years of age; (b) all information provided in connection with their account is correct and complete; (c) User shall update information in their account so that information is always correct and complete; (d) their transactions involving Tokens will always take place either on a DNABLOCK Site or via a digital ledger where records of the transaction are public, such as blockchain; (e) User shall not provide their account credentials (logins, passwords, or other means of access or authentication) to third parties; (f) only User shall conduct activity through User’s account; (g) User shall notify DNABLOCK immediately of any suspected breach of security or unauthorized use of the account; (h) User shall not conduct any activity at a Site, or in connection with the Tokens purchased from DNABLOCK, that violates any applicable Law (defined below); (i) User shall not transfer or assign their account; (j) User is not located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a “terrorist supporting” country, or that is listed on any U.S. Government list of prohibited or restricted parties, and shall not re-sell, gift, or otherwise transfer a Token to such a person.
For purposes of verification, fraud prevention, compliance with law and with these Terms of Service, and Site security, Recur or its contractors (each, a “Data Contractor”) will collect information about persons seeking to establish accounts and/or otherwise purchase Tokens or use the Site (“Submitted Data”). Such Submitted Data may be analyzed via machine learning, artificial intelligence, and analyses based upon various databases intended to assist in verification and compliance. Data Contractor will provide the results of that analysis to DNABLOCK (“Provided Data”). Submitted Data and Provided Data are referred to collectively as “Customer Data” for purposes of this Section. User hereby grants DNABLOCK a broad license to use Customer Data in connection with its business, and to authorize Data Contractor the right to use Customer Data; without limitation: the right to copy, transmit, use, host, perform, display, and create derivative works; to combine with other data; and to operate, analyze, improve, and promote the services of DNABLOCK and/or the Data Contractor; to evaluate and assess compliance by User with applicable law. This license is worldwide, irrevocable, perpetual, royalty-free, paid up, sublicensable and transferable, for all media now known or later developed. User hereby waives and claim against DNABLOCK or Data Contractor for use of Customer Data as set forth above.
6. Purchase of Tokens.
After User completes the process for purchasing access to specific Content, DNABLOCK will “mint” the Token. Minting means that DNABLOCK generates the link in the Token, attaches the Smart Contract, associates that Token with User, and provides User with the minted Token. Regardless of the price paid for any Token, User acknowledges that neither DNABLOCK nor its Licensors make any promise that a Token has a specific value, or will have any specific value, or will have any inherent value.
7. User Rights in Tokens.
In accordance with all terms of this Agreement, DNABLOCK grants the purchaser of a Token the right to: (a) view Content associated with the Token; (b) share the link associated with the Token to enable third parties to view the Content; (c) gift, re-sell, or otherwise transfer ownership of the Token to any third party lawfully entitled to acquire it; (d) use another third party public blockchain as a ledger for ownership of a particular Token. The rights granted above are in perpetuity and subject to all provisions of this Agreement. User’s rights are limited to those expressly granted, and no rights shall be implied. At the time of purchase of the Token, the Content resides on the Site. If User wishes that a different third party host the Content, User is responsible for ensuring that the terms of service of such new host meets the needs of User and complies with the terms of this Agreement. Upon transfer of the Token by User, DNABLOCK has no further liability to User for hosting the Content that is identified by the Token. Persons who purchase from User Tokens minted by DNABLOCK, including their downstream purchasers, are entitled to the rights set forth in this Section and are subject to all terms of this Agreement. Upon User’s transfer of title to a Token, all licenses granted to User with respect to such Token shall terminate.
8. Ownership of Rights in Content.
The Content remains the sole and exclusive property of DNABLOCK or its Licensors (defined below). These retained rights include intellectual property and intangible rights, such as trademark, character rights, copyright, neighboring rights, graphic design, industrial design, rights of personality, rights of publicity, rights of privacy, and the digital file constituting a copy of the Content. The purchaser of a Token acquires no ownership of the Content with which that Token is associated. User shall not alter, seek to avoid, or interfere with the technology embodying or linking to the Smart Contract associated with a Token.
9. Limited Right to Commercialize Token; Contract Rights of Licensors.
In most cases, the Token links to Content that contains the intellectual property rights of a third parties who have licensed such Content to DNABLOCK (“Licensors”). Other than the right to sell the Token, User may not make any commercial use of the Content associated with a Token. This prohibition is intended to be interpreted broadly. User may not use the Content to suggest any affiliation, sponsorship, approval, endorsement, or other relationship between User and the subject matter of the Content or the owner/Licensor of the intellectual property rights in the Content. User shall not create any products, provide services, adopt as a social media handle, use as the name of a social media account, use as a trademark or trade name, or otherwise use or exploit any intellectual property associated with Content. User shall not display the Content in a context that may embarrass, or bring into disrepute, or enmesh in controversy, the Content or the owner of the intellectual property rights in the Content (by way of example, displaying the Content in connect with personal attacks, harassment, discrimination, pornography, cruelty, sex, guns, alcohol, hate speech, or politics). Some Licensors require, as a condition of User’s purchase of a Token that directs to Content licensed to DNABLOCK by Licensor, that User also accept Licensor’s terms of service, or license agreement, or other contract terms in addition to these Terms (“Licensor Terms”). Licensor Terms are set by Licensor, are a contract between Licensor and User, and are enforceable by the Licensor. With respect to Tokens purchased from DNABLOCK that relate to Content licensed to DNABLOCK by a Licensor, in the event of any conflict between these Terms and Licensor Terms, the provisions of Licensor Terms shall control.
10. Revenue Sharing Upon Resale of Token and Passes.
Resale of Tokens Other Than Passes. Other than the initial sale of a Token to User by DNABLOCK, each subsequent sale of a Token originally minted by DNABLOCK generates revenue that is shared between DNABLOCK and the then-current owner of the Token (“Seller”) as follows: Ninety percent (90%) of Gross Sales Price paid by the buyer to User/Seller and ten percent (10%) of Gross Sales Price to DNABLOCK. Gross Sales Price means the price paid by the buyer to Seller prior to any reduction for third party fees associated with the sale, such as transaction fees, processing fees, credit card fees, conversion fees, and platform fees (collectively, “Fees”). Seller shall be solely responsible for payment of all Fees. This revenue sharing obligation is part of the Smart Contract associated with the Token at the time of original purchase by User. It applies to all sales of a Token, in perpetuity. User hereby authorizes DNABLOCK to process purchases of Tokens using the credit card and other information provided by User. All sales are in U.S. dollars through credit cards issued by financial institutions approved by DNABLOCK or such other currency as set forth in the point of purchase.
Revenue Sharing Upon Resale of Passes. For a limited time, DNABLOCK will sell “Passes.” Passes are Tokens representing digital tickets to events and opportunities sponsored by DNABLOCK. By way of example, a Pass may represent access to an early drop of new NFTs, a special collection, limited edition products, or exclusive offerings; a Pass may represent membership in a unique group, or the right to attend an event in the Metaverse, or any other opportunity created by DNABLOCK and symbolized by the Pass. As with Tokens that represent branded Content, Passes are NFTs comprised of a Token, a Smart Contract, and the unique opportunity that is the subject of the specific Pass.
Purchasers of Passes are allowed to resell them in the same way as they may resell Tokens that represent branded Content. Other than the original sale of a Pass minted by DNABLOCK, each subsequent sale of a Pass generates revenue that is shared as follows: ninety-five percent (95%) of the Gross Sales Price paid by the buyer becomes the property of the User/Seller, and five percent (5%) of the Gross Sales Price becomes the property of DNABLOCK. DNABLOCK, and not the User/Seller, is solely responsible for payment of third party fees associated with the sale, such as transaction fees, processing fees, credit card fees, conversion fees, community initiatives, and platform fees. These community initiatives will be communicated by DNABLOCK on its platform, via social media, through its Discord channel, and other channels designed to reach its community.
This revenue sharing obligation is part of the Smart Contract associated with the Pass at the time of original purchase by User. It applies to all sales of a Pass, in perpetuity. User hereby authorizes DNABLOCK to process purchases of Passes using the credit card and other information provided by User. All sales are in U.S. dollars through credit cards issued by financial institutions approved by DNABLOCK or such other currency as set forth in the point of purchase.
DNABLOCK owns all data generated through use of the Site and the purchase of Tokens and other Services that relate to DNABLOCK product offerings (“Data”). DNABLOCK may use Data (a) to process transactions at the Site and in connection with this Agreement and to otherwise implement this Agreement; (b) investigate and verify proper conduct at the Site and to monitor the security and integrity of the Site; (c) as required by law and/or in response to service of legal process, such as a court order, summons, subpoena, and the like; (d) to enhance the User experience at the Site, to understand how the Site is used, to communicate with its Users about DNABLOCK and the Site, and to analyze, develop, and promote its business; (e) to communicate with User about the Token, the Site, and this Agreement. The authorization set forth in this section is irrevocable, royalty-free, worldwide, and transferable.
12. Verification, Payment, and Taxes.
13. Limitation of Liability for Damages.
TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT SHALL DNABLOCK BE LIABLE TO USER FOR ANY INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES, LOST PROFITS, BUSINESS INTERRUPTION LOSSES, OR LOSS OF DATA, RESULTING FROM THIS AGREEMENT, ACTIVITY AT THE SITE, OR ACTIONS BY THIRD PARTIES, REGARDLESS OF THE THEORY OF LIABILITY, INCLUDING EXPRESS CONTRACT, IMPLIED CONTRACT, NEGLIGENCE, WARRANTY, OR MISREPRESENTATION, AND WHETHER OR NOT RECUR IS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. DIRECT DAMAGES ARE LIMITED TO THE AMOUNT OF THE PURCHASE PRICE PAID BY USER TO RECUR FOR THE TOKEN THAT IS THE SUBJECT OF ANY USER CLAIM. As used in this section, “DNABLOCK” includes DNABLOCK and its Licensors, and their officers, directors, members, employees, contractors, agents, affiliates, related business entities, successors, and assigns.
14. Integrity of the Site.
Integrity of the Site. User shall not take any action to interfere with the operation of the Site, attempt to copy its underlying technology, upload other computer programs or files, or copy Content. User agrees not to use any automated software (crawlers, robots, bots, spiders, extractors, etc.) at the Site except as expressly set forth below. User agrees not to circumvent, disable, or otherwise interfere with security-related features or digital rights management functions at the Site or in connection with the Token; or hack, reverse engineer, or disable any technology at the Site or relating to the Token.
Prohibited Conduct. User shall not take any action to interfere with the operation of the Site, attempt to copy its underlying technology, upload other computer programs or files, or copy Content. User agrees not to circumvent, disable, or otherwise interfere with security-related features or digital rights management functions at the Site or in connection with the Token; or hack, reverse engineer, or disable any technology at the Site or relating to the Token. Notwithstanding certain limited uses of automated software, below, User shall not use automated software to (a) install any software at the Site, including malware and any other type of software identified in the software community or by DNABLOCK as malicious, nefarious, harmful, or unauthorized; (b) alter the functionality at the Site; (c) spam or otherwise send unsolicited messages; (d) engage in any attacks at the Site, the Tokens, the NFTs, or any DNABLOCK technology, including DDOS attacks; (f) take over the Site or any function at the Site; (g) circumvent any limitations, rules, requirements, and/or restrictions at the Site (by way of example, transaction limits, account limits, geographic restrictions, age restrictions; (h) access, collect, disseminate, disclose, or use personal information of others; (i) interfere with the use of the Site by Users; (I) interfere with accounts of Users; (j) harm Users, DNABLOCK, or its licensors and strategic partners; and/or (k) exercise any of the "limited authorized use of automated software" below in a manner that would violate any prohibition, above. To be clear, it is not possible to list all unauthorized uses of automated software, or all prohibited conduct. Users shall use the Site only with the highest standards of ethical conduct. In no case shall User copy, adapt, distribute, sell, or post images, video, or audio owned by third parties and licensed to DNABLOCK in connection with NFTs.
Limited Authorized Use of Automated Software. Except as set forth in this paragraph below, User agrees not to use any software application that automates tasks intended to emulate lawful and authorized conduct at Sites owned or operated by DNABLOCK (“Automated Software”). DNABLOCK authorizes Users to use Automated Software for the following tasks already authorized by DNABLOCK at the Site: (a) create alerts for User; (b) access data that is published by DNABLOCK at the Site; (c) make purchases; (d) make listings; and (e) participate in gameplay. DNABLOCK authorize these limited uses solely at the URLs identified by DNABLOCK with the notice “powered by DNABLOCK” in the top right footer of the web page and in the footer.
Changes to Prohibited Conduct and Authorized Conduct. DNABLOCK may unilaterally amend the terms of this Section at any time and for any reason, and may do so by, for example, amending these Terms of Service, disabling the Automated Software, changing its application programming interface, and/or by posting restrictions and authorized uses at any of the URLs.
15. Site Accessibility.
DNABLOCK may use third parties for services relating to the technology used to receive, store, and transmit data (such as server operations, hosting, maintenance, support, upgrading, and repair). Servers relating to the functioning of the Site may occasionally be inaccessible due to repair, maintenance, upgrades, power sources, and other factors. Information transmitted by Users may be sent over an unsecured connection to an email service provider. If You have technical problems with any Site or with access to the Token, or other issues regarding user experience, please contact DNABLOCK at firstname.lastname@example.org.
16. Suspension of Services.
DNABLOCK may suspend or terminate User access to the Site, access to Content, use of Tokens, and/or access to Service, in any of the following circumstances: (a) response to legal process, (b) investigation of conduct that is inconsistent with User obligations under this Agreement, (c) new Laws relating to NFTs, (d) termination of rights by DNABLOCK Licensors that affect rights previously granted, and (e) conduct of User that is alleged to be a violation of Law. DNABLOCK shall notify User in the event of such suspension/termination and shall provide information regarding resumption of access, when applicable. User agrees that its damages against DNABLOCK and/or its Licensors in the event of wrongful suspension or termination of access to Content/Token is limited to the purchase price of the Token that is the subject of such suspension/termination or Two Hundred Dollars (U.S. $200.00), whichever is less.
17. User Responsibility.
User acknowledges that its account with DNABLOCK and its access to the Content and Tokens is based upon the truth of the promises, statements, and representations made in this Agreement. User is solely responsible for any costs, expenses, and damages arising from breaches of this Agreement or third party assertions inconsistent with User promises, statements, representations, and warranties. This obligation survives termination of this Agreement. User agrees to use its best efforts to assist DNABLOCK in the investigation and resolution of any third party claim or assertion inconsistent with User’s obligations under this Agreement, at no charge and promptly upon receipt of notice from DNABLOCK of such claim or assertion.
19. Regulatory Status.
DNABLOCK is not a bank. It is not a money services business, is not registered as such with the U.S. Department of the Treasury Financial Crimes Enforcement Network (“FinCEN”) or Financial Transactions and Reports Analysis Centre of Canada (“FINTRAC”), and is not registered as a money transmitter under any state law. NFTs hosted on a Site are not insured by the Federal Deposit Insurance Corporation of the United States.
20. The Site and Performance of Agreement.
This Agreement is entered into, performed in, and based in Wilmington, Delaware USA. Neither the Site nor this Agreement gives rise to personal jurisdiction over DNABLOCK, either specific or general, in jurisdictions other than Delaware. This Agreement shall be governed by the internal substantive laws of the State of Delaware, without respect to its conflict of laws principles. Without limitation, neither the conduct of DNABLOCK nor Users in connection with this Agreement, nor the terms of this Agreement, are affected by Laws outside of the State of Delaware or the federal laws of the United States of America.
21. Notices; Electronic Communications.
DNABLOCK may provide User with notices, including those regarding changes to this Agreement, by email using the information provided by User in its account, or by postings to the Site. Notice is deemed given upon the earlier of (a) actual receipt, (b) twenty-four (24) hours after an email is sent, or (c) ten (10) calendar days after a notice is posted to the Site. User stipulates to electronic communications as the sole method of notice and communications, including service of legal process. During the term of this Agreement it is possible that the purchase, sale, use, and transfer of ownership of Tokens may become subject to one or more Laws not in effect as of the Effective Date, or a change in the ownership of intellectual property rights of DNABLOCK’s Licensors relevant to Tokens. Such new Laws, if any, or change of ownership, may fundamentally alter the power of DNABLOCK to grant the rights above or the exercise of such rights by User. In such case, DNABLOCK shall update its terms of service and notify User electronically of any amendment to this Agreement.
You may contact DNABLOCK at (DNABLOCK may update its contact information in accordance with the terms for modification of this Agreement):
1308 Factory Pl. Suite 112
Los Angeles, CA, 90013 USA
22. SMS/Text Messages.
By providing Your mobile/cellular phone number to DNABLOCK and opting in, whether at sign-up or when updating Your contact information, You agree to receive text (SMS) messages from DNABLOCK. DNABLOCK will send text messages related to authorization of access to Your account and to promotions related to the Site. Message frequency will vary. Consent to receive promotional text messages is not a condition of access to DNABLOCK's services. Your wireless carrier's standard messaging rates message and data rates may apply to all text messages received and sent, including any downloading of content. All charges are billed by and payable to Your wireless carrier. For help, reply HELP to 73287 or email email@example.com . Reply STOP to 73287 to unsubscribe.
a. You represent that You are the owner or authorized user of the phone number You provide to DNABLOCK and the wireless device You use to subscribe to DNABLOCK’s services. You represent that the information You provide is accurate and complete. You represent that You are authorized to approve the applicable charges.
b. Data obtained from You in connection with this SMS service may include Your mobile phone number, Your carrier's name, and the date, time, and content of Your messages and other information that You may provide. We may use this information to contact You and to provide the services You request from us, and to otherwise operate, develop, and improve DNABLOCK’s services. Your wireless carrier and other service providers may also collect data from Your SMS usage, and their practices are governed by their own policies. We may disclose information in compliance with legal process, investigations, or governmental request; to avoid liability, to protect our rights, the rights of our Users, or the intellectual property rights of our licensors.
c. DNABLOCK is not liable for any delays or failures in Your receipt of any messages, as delivery is subject to effective transmission from Your network operator and processing by Your mobile device. DNABLOCK provides text message services on an AS IS, AS AVAILABLE basis. DNABLOCK reserves the right to alter the terms applicable to text messages from time to time. DNABLOCK may suspend or terminate the text message service if it believes You are in breach of the terms and conditions. The text message service is also subject to termination in the event Your wireless service terminates or lapses. DNABLOCK may discontinue this service at any time.
23. Shortened Statute of Limitations.
Any claim under this Agreement Token must be brought within one (1) year of the purchase of the Token that is the subject of such claim; all other claims must be brought no later than two (2) years after on the date User knew or should have known about the facts giving rise to the claim.
24. Entire Agreement.
This Agreement incorporates by reference all terms appearing at the links identified in this Agreement. The Agreement may be updated and modified by DNABLOCK from time to time. Those modifications are incorporated as part of the Agreement. User will be notified of significant modifications when it accesses its account or the Site. If User does not accept the modifications to the Agreement, its sole remedy is to conclude its use of the Site. Provisions which, by their nature, are intended to survive termination shall continue, by way of example, exclusive remedy, shortened statute of limitation, indemnification, and limitation of liability for damages. As used in this Agreement, “Law” means applicable federal, state, and local statutes, regulations, ordinances, executive orders, and civil laws applicable to this Agreement and the conduct of each party.
25. Links to Third Parties.
26. Dispute Resolution.
The parties shall attempt to resolve any disputes through good faith business negotiations or facilitative mediation in Wilmington, Delaware. The parties may agree to participate electronically through a platform by which all parties and the mediator can be seen and heard (such as Zoom). All disputes or claims arising out of or relating to this Agreement (including the breach thereof) shall be settled by arbitration, to be conducted by a single arbitrator in Wilmington, Delaware and in accordance with the then effective commercial rules of the American Arbitration Association or JAMS or similar professional dispute resolution provider; provided that the arbitrator shall not have authority to issue injunctions against DNABLOCK or its licensors. The costs of the arbitration and the reasonable attorneys’ fees of the prevailing party shall be included in any award rendered by the arbitrator. Judgment upon the award may be entered in any court having jurisdiction thereof. Other legal proceedings, if any, shall be initiated and maintained only in the United States District Court for the District of Delaware. The parties expressly submit to the exclusive personal jurisdiction and venue of these courts and waive any objection on the grounds of personal jurisdiction, venue, or forum non conveniens.
27. Force Majeure.
It shall not be a material breach of this Agreement, and neither party shall be liable to the other, if prevented from performing its duties or responsibilities under this Agreement by reason of any fire or other casualty, acts of God, earthquake, floods, explosions, interrupted power supply, sabotage, war, riots, acts of terrorism; inability to procure or a general shortage of labor, equipment, facilities, materials or supplies in the open market; strikes, court orders, laws, regulations, or orders of government or military authorities; pandemic; or any other cause not within the control of such party whose performance is delayed.
28. Additional General Terms.
No waiver by DNABLOCK shall be implied. A waiver must be in writing and signed by an officer of DNABLOCK. If any portion of this Agreement is found to be unenforceable, such portion will be modified to reflect the parties' intent set forth in such portion and only to the extent necessary to make it enforceable. The remaining provisions of this Agreement will remain in full force and effect. DNABLOCK may assign, subcontract, delegate, and transfer its rights and obligations under this Agreement to a third party. User represents they have the legal power to enter into this Agreement. These Terms are binding upon the heirs, personal representatives, successors, and assigns of User.
ACCEPTANCE OF TERMS: User accepts these terms by clicking “I AGREE” (below), by opening an account, or by any other means specified by DNABLOCK to which User assents.