UNBLOCKED EXCHANGE ARTIST CONTESTS
TERMS AND CONDITIONS
Last Revised: [February 14], 2023
These Terms and Conditions (these “Terms”) govern your participation in any contest (each, a “Contest”) sponsored by The Non Fungible Token Company, Inc.’s (d/b/a Unblocked) (“Unblocked”, “we”, “us” or
BY CLICKING A BOX INDICATING YOUR ACCEPTANCE OF THESE TERMS OR BY OTHERWISE SUBMITTING ANY CONTENT TO US AS PART OF A CONTEST, YOU ARE AGREEING TO BE BOUND BY THESE TERMS. Please read these Terms carefully.
As used herein, “you” means an eligible participant in the Contest. Please refer to the Contest Official Rules for eligibility requirements. If you are entering into these Terms on behalf of a company or other legal entity, you represent that you have the authority to bind such entity to these Terms, in which case the term “you” will refer to such entity.
Contest Description: Each Contest will request submissions that will be based on a prompt selected by members of the Unblocked community (the “Prompt”). The Prompt will be posted on the Unblocked Discord server and all submissions must be made through the designated contest site available at [https://forms.unblocked.exchange/creatorquest] (the “Submission Site”). You may submit original images, video, art, designs, drawings and/or other content (“Your Content”) in response to the Prompt. The winning submission(s) will be decided pursuant to selection criteria outlined in the applicable Contest Official Rules. Please review the applicable Contest Official Rules for further details regarding the Contests.
License Grants.2.1 Your Content. You are solely responsible for all Your Content that you Submit to us in connection with a Contest. For purposes of these Terms, to “Submit” content means to upload through the Submission Site.
2.2 Content License. By participating in a Contest, you agree that Unblocked may, at its sole discretion, mint one or more non-fungible tokens or similar digital items (“NFTs”) that are based on Your Content and make such NFTs available for sale on Unblocked’s NFT marketplace, Unblocked Exchange, currently available at https://unblocked.exchange/ (the “Platform”). Accordingly, you hereby grant us a worldwide (excluding any jurisdictions that may be prohibited by applicable law, such as applicable sanctions laws), non-exclusive, right to use, reproduce, display, and modify (but solely for adaptation purposes) Your Content in connection with (a) the creation of unique artwork, content and media that is based on Your Content (“NFT Media”) and that is linked to unique NFTs (“Licensed NFTs”), (b) the sale of such Licensed NFTs on the Platform and any related mobile application that we may develop in the future (and which sale of the Licensed NFTs will include a license granted to the buyer of any such Licensed NFTs for the right to display (and copy to the extent necessary to display) the NFT Media associated with such Licensed NFTs for non-commercial use), and (c) the promotion of such NFT Media, Licensed NFTs, and the Platform.
2.3 Name, Image, Likeness License. If you are an individual or if you provide personal services of an individual, you hereby grants us a worldwide (excluding any jurisdictions that may be prohibited by applicable law, such as applicable sanctions laws), non-exclusive license to use your name, image, photo, likeness, voice and biographical information, or the name, image, photo, likeness, voice and biographical information of the applicable individual whose personal services are provided (the foregoing licensed rights together with Your Content, the “Licensed IP”) in connection with our promotional and marketing activities, including in connection with the creation of Licensed NFTs and the sale of such Licensed NFTs.
2.4 Acknowledgment Regarding NFTs. We mint each Licensed NFT on a publicly available blockchain (such as the Flow blockchain). Once committed to the blockchain, the Licensed NFTs cannot be edited or changed, including by us or any other third party. You agree and acknowledge that (a) NFTs are not used to make payments and are not mutually interchangeable and therefore, these design features limit the usefulness of NFTs as a form of payment or substitute for currency and (b) NFTs, including any Licensed NFT, are only intended to be used for enjoyment as digital collectibles. You agree that you will not, and will not permit any other person to (i) portray the Licensed NFTs as an opportunity to gain an economic benefit or profit, or as an investment or equity interest, (ii) engage in any messaging or communications that promote the Licensed NFTs as investments or products that will appreciate in value, (iii) encourage the mistaken impression that any Licensed NFT should be viewed as investments or products that will appreciate in value, (iv) engage in any promotion or marketing of the Licensed NFT in a manner that is misleading or deceptive, or (v) encourage speculation on the potential value of any Licensed NFT.
2.5 Consents. You are responsible for obtaining any and all necessary consents, approvals, licenses, releases and rights from any third parties who appear in, or may otherwise have rights in the Licensed IP and for paying any third parties who may be entitled to a royalty or other fee (including public performance organizations) in connection with any of the licensed uses or other rights and privileges granted to us hereunder.
2.6 Content Guidelines. The Licensed IP (a) may not contain any material that depicts graphic violence, promotes harmful or dangerous behavior, is libelous, defamatory, obscene, sexually explicit or in a manner intended to incite hatred on grounds of race, gender, religion or sexual orientation and (b) must at all times be, in compliance with the Official Rules for the applicable Contest and the Platform Terms, including all content guidelines, policies and requirements set forth therein.
2.7 No Obligation to Produce or Exploit. Notwithstanding anything to the contrary, we have no obligation to use or exploit the Licensed IP, or to otherwise produce, release, sell, advertise or exploit any Licensed NFT. If Licensed NFTs are produced, you acknowledge and agree that we make no representation or warranty that the proceeds thereof will be sufficient to generate any minimum amount of profits or returns for you. Nothing contained herein shall be construed to obligate us to take any action to maximize revenues or to create a fiduciary relationship between you and Unblocked and you hereby release Unblocked, our affiliates and our and their respective officers, employees, directors, agents and representatives (the “Unblocked Entities”) from any liability whatsoever for any loss or damage you may suffer by reason of our failure to use or exploit the Licensed IP or otherwise produce, release, sell, advertise or exploit Licensed NFTs.
2.8 Creator Program. These Terms only govern Your Content submitted for the Contest. If you desire to participate in Unblocked’s Creator Program, you must separately apply and your participation in the Creator Program will be subject to the Creator Program’s Terms and Conditions.
Intellectual Property: As between you and Unblocked, (a) you shall own all rights, title and interest in the Licensed IP and NFT Media created hereunder that uses Licensed IP and (b) Unblocked shall own all right, title and interest in and to the Platform and Licensed NFTs, other than your rights in the Licensed IP and NFT Media that uses the Licensed IP. All rights not expressly granted hereunder are reserved by the applicable party.
Contest Prizes.4.1 Contest Prizes. If you are selected as a Contest winner, you may receive a payment prize pursuant to the applicable Official Rules that govern the applicable Contest. Please see the Official Rules for the applicable Contest regarding requirements to receive prizes.
Representations and Warranties; Disclaimer.5.1 Representations and Warranties. You represent and warrant the following with respect to all the Licensed IP: (a) you are the sole and exclusive owner of the Licensed IP, free and clear of all liens or encumbrances, or otherwise has the right to grant the rights granted to us hereunder; (b) it is not necessary for us to obtain the consent or permission of, or to pay any amounts to, any third party in order to use the rights pursuant to the licenses granted hereunder; (c) there are no claims, litigation or other proceedings pending or threatened which would adversely affect any of the Licensed IP or rights granted hereunder; (d) the use, display and exploitation of the Licensed IP as contemplated hereunder will not (i) infringe or misappropriate any copyright, patent, trademark, trade dress, trade secret, image, or other intellectual property right, (ii) violate any applicable laws and regulations, including false advertising, unfair competition, defamation, or privacy laws and regulations or (iii) violate any person’s privacy or publicity rights, moral rights or similar rights; and (e) the Licensed IP complies with the terms and conditions of these Terms.
5.2 DISCLAIMER. EXCEPT FOR THE WARRANTIES EXPLICITLY SET FORTH IN THIS SECTION 5, EACH PARTY HEREBY DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ALL IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.
LIMITATION OF LIABILITY. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, UNBLOCKED SHALL NOT BE LIABLE TO YOU OR ANY THIRD PARTY CLAIMING THROUGH YOU FOR (A) ANY INDIRECT, PUNITIVE, EXEMPLARY, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES (INCLUDING LOST PROFITS) ARISING OUT OF THESE TERMS OR YOUR PARTICIPATION IN ANY CONTEST OR (B) ANY DAMAGES IN EXCESS OF AMOUNTS PAID TO YOU FOR SALES OF LICENSED NFTS IN THE SIX (6) MONTH PERIOD PRIOR TO THE DATE THE CLAIM FIRST AROSE WHETHER BASED IN CONTRACT, TORT, STRICT LIABILITY OR OTHERWISE, AND EVEN IF UNBLOCKED HAS BEEN ADVISED OF THE POSSIBILITY OF DAMAGES.
Indemnification: You will indemnify, defend and hold harmless the Unblocked Entities from and against any damages, losses, expenses, costs or liabilities incurred by any Unblocked Entity in connection with any claim, action, lawsuit or proceeding (each, a “Claim”) brought against any Unblocked Entity by a third party arising from or related to Unblocked’s use of the Licensed IP in accordance with these Terms, including any Claim alleging that the Licensed IP infringes any intellectual property right or otherwise violates the rights of such third party. If you are obligated to indemnify any Unblocked Entity hereunder, then you agree that Unblocked (or, at its discretion, the applicable Unblocked Entity) will have the right, in its sole discretion, to control any Claim and to determine whether Unblocked wishes to settle, and if so, on what terms, and you agree to fully cooperate with Unblocked in the defense or settlement of such claim.
Updating these Terms. We may modify these Terms from time to time in which case we will update the “Last Revised” date at the top of these Terms. If we make changes that are material, we will use reasonable efforts to attempt to notify you, such as by e-mail. However, it is your sole responsibility to review these Terms from time to time to view any such changes. The updated Terms will be effective as of the time of posting, or such later date as may be specified in the updated Terms. Your continued participation in the Contest after the modifications have become effective will be deemed your acceptance of the modified Terms.
Miscellaneous. You may not assign your rights and obligations under these Terms, without our express prior written consent. We may freely assign these Terms. If any provision of these Terms is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that these Terms will otherwise remain in full force and effect and enforceable. These Terms and any dispute arising hereunder shall be governed by the laws of the State of California, without regard to the conflicts of law provisions thereof. All disputes arising out of or in connection with these Terms will be resolved in accordance with the Platform Terms. Unblocked shall not be liable to you, nor be deemed to have defaulted under or breached these Terms, for any delay in or impairment or failure of performance related to the Contest resulting in whole or in part from externally caused interference, damage or disruption to network components, transmission or pipeline facilities (which includes network, electrical or other common systems), irreparable component, transmission or pipeline failure (the failure or interruption of pipeline facilities), acts of God, severe weather conditions; governmental decrees or controls, epidemics, pandemics, strikes, labor disputes, acts of war or civil unrest, acts of third parties, inability to obtain permits and licenses, or supplies or any other circumstances or causes beyond the reasonable commercial control of Unblocked. Each of you and Unblocked shall be and act as an independent contractor and shall not bind nor attempt to bind the other to any contract. Any notices in connection with these Terms will be in writing and sent, if to Unblocked, to our e-mail address set forth in Section 10 and, if to you, to the e-mail address set forth in your Contest submission.
Contact Us. All inquiries regarding the Contest or these Terms should be directed to:
The Non Fungible Token Company, Inc. (d/b/a Unblocked)
340 S LEMON AVE #7003
WALNUT, CA 91789