These Terms and Conditions constitute a legally binding agreement (this "Agreement") between you and Mr. Block, Inc. (“Mr. Block,” "we," "us," or "our") and govern your participation in the purchase and use of any Mr. Block NFTs and your display of any Mr. Block NFTs.
By purchasing any Mr. Block NFTs, or displaying any Mr. Block NFTs, you expressly acknowledge that you understand this Agreement and accept all of its terms and conditions.
Mr. Block NFTs is a collection of digital artworks (NFTs) running on the Ethereum network. Users are entirely responsible for the safety and management of their own private Ethereum wallets and validating all transactions and contracts generated by this website before approval. Furthermore, as the Mr. Block smart contract runs on the Ethereum network, there is no ability to undo, reverse, or restore any transactions.
This website and its connected services are provided “as is” and “as available” without warranty of any kind. By using this website you are accepting sole responsibility for any and all transactions involving Mr. Block digital collectibles.
"Mr. Block NFT Art" means any art, graphics, images, videos, designs, logos, taglines, drawings, and all other audiovisual materials, sound, music and text (including, without limitation, fonts) that may be associated with your Mr. Block NFT, including any images, depictions, renderings or representations of Mr. Block IP.
"Mr. Block NFT" means any non-fungible token on the Ethereum or other V2 blockchain (polygon etc.) that you purchase or otherwise rightfully acquired from a legitimate source, where proof of your acquisition is recorded through and can be traced via smart contracts on the associated blockchain to the original purchaser.
""Intellectual Property Rights" means any works of authorship, copyrights, moral rights, trademarks, service marks, trade names, goodwill, trade secrets, know-how, patents, designs, algorithms and other industrial property and proprietary rights and any and all rights in or associated with any of the foregoing (including rights in any registrations, applications, renewals, extensions, continuations, divisions or reissues), recognized in any country or jurisdiction in the world.
You acknowledge and agree that, as between you and Mr. Block, Mr. Block owns all legal right, title, and interest in and to any and all Mr. Block NFT Art (including all Intellectual Property Rights therein) (collectively, the "Mr. Block Materials"). You acknowledge that the Mr. Block Materials are protected by applicable laws including applicable copyright and trademark laws. The rights that you have in and to the Mr. Block NFT and Mr. Block NFT Art are limited to those expressly stated in Section 4 of this Agreement. Mr. Block reserves all rights and ownership in and to the Mr. Block Materials not expressly granted to you in this Agreement.
You acknowledge and agree that, except as expressly set forth in this Agreement to the contrary: (a) your acquisition of a Mr. Block NFT does not give you any rights or licenses in or to the Mr. Block Materials; (b) you do not have the right to modify, reproduce, create derivative works of, distribute, sell, license or otherwise commercialize any elements of the Mr. Block Materials; (c) you will not apply for, register, or otherwise use or attempt to use any Mr. Block trademarks or service marks, or any confusingly similar marks, anywhere in the world; and (d) you have no right to and shall in no event take any enforcement action (including by, for example, sending DMCA takedown notices) or make any claims based on any Mr. Block Materials without Mr. Block’s prior written consent in each instance, and Mr. Block may, in its sole discretion, undertake any necessary actions to prevent any unlicensed or unauthorized use and/or distribution of any Mr. Block Materials.
A. You Own the NFT. Each Mr. Block NFT is an NFT on the Ethereum blockchain. When you purchase an NFT, you own the Mr. Block NFT. Ownership of the Mr. Block NFT is mediated entirely by the Smart Contract and the Ethereum Network: at no point may we seize, freeze, or otherwise modify the ownership of any Mutant Ape.
B. Personal Use. Subject to your continued compliance with this Agreement, Mr. Block grants you a worldwide, royalty-free license to use, copy, and display the purchased Mr. Block NFT and Mr. Block NFT Art, along with any extensions that you choose to create or use, solely for the following purposes: (i) for your own personal, non-commercial use; (ii) as part of a marketplace that permits the purchase and sale of your Mr. Block NFT, provided that the marketplace cryptographically verifies each Mr. Block NFT owner’s rights to display the Mr. Block NFT Art for their Mr. Block NFT to ensure that only the actual owner can display the Mr. Block NFT Art; or (iii) as part of a third party website or application that permits the inclusion, involvement, or participation of your Mr. Block NFT, provided that the website/application cryptographically verifies each Mr. Block NFT owner’s rights to display the Mr. Block NFT Art for their Mr. Block NFT to ensure that only the actual owner can display the Mr. Block NFT Art, and provided that the Mr. Block NFT Art is no longer visible once the owner of the Mr. Block NFT leaves the website/application.
C. Commercial Use. Subject to your continued compliance with this Agreement, Mr. Block grants you an unlimited, worldwide license to use, copy, and display the purchased Mr. Block NFT and Mr. Block NFT Art for the purpose of creating derivative works based upon the Art (“Commercial Use”). Examples of such Commercial Use would e.g. be the use of the Mr. Block NFT Art to produce and sell merchandise products (T-Shirts etc.) displaying copies of the Mr. Block NFT Art. For the sake of clarity, nothing in this Section will be deemed to restrict you from (i) owning or operating a marketplace that permits the use and sale of Mr. Block NFT generally, provided that the marketplace cryptographically verifies each Mr. Block NFT owner’s rights to display the Mr. Block NFT Art for their Mr. Block NFT to ensure that only the actual owner can display the Mr. Block NFT Art; (ii) owning or operating a third party website or application that permits the inclusion, involvement, or participation of Mr. Block NFTs generally, provided that the third party website or application cryptographically verifies each Mr. Block NFT owner’s rights to display the Mr. Block NFT Art for their Mr. Block NFT to ensure that only the actual owner can display the Mr. Block NFT Art, and provided that the Mr. Block NFT Art is no longer visible once the owner of the Mr. Block NFT leaves the website/application; or (iii) earning revenue from any of the foregoing.
You agree that, without Mr. Block’s express prior written consent, you may not, nor permit any third party to, do or attempt to do any of the following: (a) modify any Mr. Block NFT Art in any way, including by modifying any of the shapes, designs, drawings, attributes, or color schemes; (b) use any Mr. Block NFT Art to advertise, market, or sell any product or service; (c) use the Mr. Block NFT Art in any way, or in connection with images, videos, or other forms of media, that violates our content policies; (d) sell, distribute for commercial gain (including giving away in the hopes of eventual commercial gain), or otherwise commercialize merchandise that includes, contains, or consists of the Mr. Block NFT Art; (e) attempt to trademark, copyright, or otherwise acquire additional Intellectual Property Rights in or to the Mr. Block NFT Art; or (f) utilize the Mr. Block NFT Art for your or any third party’s commercial benefit.
To the extent the Mr. Block NFT Art contains any third-party Intellectual Property Rights (e.g., licensed Intellectual Property Rights from a celebrity, artist, or other public figure), you understand and agree that: (i) you will not have the right to use any third-party Intellectual Property Rights in any way except as incorporated in the Mr. Block NFT Art, and subject to the license and restrictions contained in this Agreement; (ii) depending on the nature of the license granted from the owner of the third-party Intellectual Property Rights, Mr. Block may need to pass through additional restrictions on your ability to use the Mr. Block NFT Art; and (iii) to the extent that Mr. Block notifies you in writing (email sufficing) of any additional restrictions that apply to the Mr. Block NFT Art due to third-party Intellectual Property Rights, you will comply with those restrictions from the date that you receive notice from us, and your failure to comply with those restrictions will be deemed a breach of this Agreement.
If you sell, trade, donate, give away, transfer, or otherwise dispose of your Mr. Block NFT for any reason, your Licensed Rights will automatically and immediately terminate, and you will have no further rights in or to the Mr. Block NFT Art. We will use the associated blockchain’s record for your Mr. Block NFT to determine whether you no longer possess the applicable Mr. Block NFT and associated Licensed Rights. We may, but are not obligated to, provide you with notice regarding the revocation of your Licensed Rights.
Additionally, the Licensed Rights shall automatically terminate and all rights shall return to Mr. Block if: (a) you make any assignment for the benefit of creditors, file a petition in bankruptcy or are adjudged bankrupt, or become insolvent or are placed in the hands of a receiver; (b) you engage in any unlawful business practice related to your Mr. Block NFT; or (c) you disparage or initiate any legal action against Mr. Block, its affiliates, and their respective officers, directors, members, employees, agents, and/or attorneys (collectively, the "Mr. Block Parties"). Additionally, if any Mr. Block NFT Art or any part of the Mr. Block NFT Art becomes, or in Mr. Block’s opinion be likely to become, the subject of a claim of infringement, Mr. Block has the right, at Mr. Block’s sole option, to (1) procure for you the right to continue using such Mr. Block NFT Art, (2) replace the Mr. Block NFT Art so that the Mr. Block NFT Art becomes noninfringing, or (3) terminate your license to the Mr. Block NFT Art without further obligation to you.
YOU UNDERSTAND AND ACKNOWLEDGE THAT MR. BLOCK NFTS ARE INTANGIBLE DIGITAL ASSETS THAT EXIST ONLY BY VIRTUE OF THE OWNERSHIP RECORD MAINTAINED ON THE ASSIGNED BLOCKCHAIN AND ARE NOT LEGAL TENDER OR INTENDED FOR INVESTMENT PURPOSES. ALL SMART CONTRACTS ARE ON AND ALL TRANSFERS OF MR. BLOCK NFTS ARE CONDUCTED AND OCCUR ON THE DECENTRALIZED LEDGER WITHIN THE ASSOCIATED BLOCKCHAIN. MR. BLOCK HAS NO CONTROL OVER AND MAKES NO GUARANTEES OR PROMISES WITH RESPECT TO ANY OF THOSE SMART CONTRACTS OR TRANSFERS.
ALL MR. BLOCK NFTS AND THE MR. BLOCK NFT ART ARE PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND EITHER EXPRESS OR IMPLIED. MR. BLOCK DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, REGARDING THE MR. BLOCK NFTS OR ANY PART THEREOF (INCLUDING ANY SMART CONTRACT, EXTERNAL WEBSITES, MR. BLOCK NFT ART, OR SECONDARY SALES OF OR ALLEGED SECONDARY MARKETS FOR MR. BLOCK NFTS), INCLUDING IMPLIED WARRANTIES OF NON-INFRINGEMENT, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, CORRECTNESS, ACCURACY OR RELIABILITY.
IN NO EVENT SHALL ANY OF THE MR. BLOCK PARTIES BE LIABLE TO YOU FOR ANY PERSONAL INJURY, PROPERTY DAMAGE, LOST PROFITS, COST OF SUBSTITUTE GOODS OR SERVICES, LOSS OF DATA, LOSS OF GOODWILL, WORK STOPPAGE, COMPUTER AND/OR DEVICE OR TECHNOLOGY FAILURE OR MALFUNCTION, OR FOR ANY FORM OF DIRECT OR INDIRECT DAMAGES, AND/OR ANY SPECIAL, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES BASED ON ANY CAUSES OF ACTION WHATSOEVER RELATED TO ANY THIRD-PARTY TECHNOLOGY OR PARTY RELATED TO ANY OF THE MR. BLOCK NFTS, MR. BLOCK NFT ART, AND MR. BLOCK NFT AUCTIONS, INCLUDING THE ETHEREUM FOUNDATION, METAMASK WALLET, AND OPENSEA.
IN NO EVENT AND UNDER NO THEORY OF LIABILITY, INCLUDING CONTRACT, STATUTE, TORT, NEGLIGENCE, STRICT LIABILITY, WARRANTY, OR OTHERWISE, WILL ANY OF THE MR. BLOCK PARTIES BE LIABLE TO YOU FOR ANY INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL, OR PUNITIVE DAMAGES, OR LOST PROFITS ARISING FROM OR RELATING TO THIS AGREEMENT, THE MR. BLOCK NFTS, THE MR. BLOCK NFT ART, OR THE MR. BLOCK NFT AUCTION (EVEN IF THE MR. BLOCK PARTIES HAVE BEEN ADVISED OF THE POSSIBILITY OF THOSE DAMAGES), AND IN NO EVENT WILL THE AGGREGATE LIABILITY OF THE MR. BLOCK PARTIES EXCEED US$100.
THE LIMITATIONS OF THIS SECTION WILL APPLY EVEN IF ANY REMEDY SET FORTH IN THIS AGREEMENT IS FOUND TO HAVE FAILED ITS ESSENTIAL PURPOSE AND TO THE FULLEST EXTENT PERMITTED BY LAW IN THE APPLICABLE JURISDICTION.
Mr. Block NFTs are made available for entertainment and redeemable utility (as stipulated in the collection details) purposes. You agree that you assume the following risks: (a) to the extent there is a price or market for a blockchain asset such as a non-fungible token, (i) those prices and markets are extremely volatile, (ii) variations in the price of other digital assets could materially and adversely affect the value of any digital assets you own, including your Mr. Block NFT, and (iii) there is no guarantee that your Mr. Block NFTs will have or retain any value; (b) the commercial or market value of your Mr. Block NFT may materially diminish in value as a result of a variety of things, including negative publicity associated with Mr. Block; (c) there are risks associated with using an Internet-native assets (e.g., non-fungible tokens, cryptocurrencies, etc.) including the risk of hardware, software and Internet connections and/or failures, the risk of malicious software introduction, and the risk that third parties may obtain unauthorized access to information stored within your digital "wallet" or elsewhere, and the Mr. Block Parties expressly disclaim any responsible for these risks; (d) the Mr. Block Parties do not make any promises or guarantees about the availability of your or any other Mr. Block NFTs or Mr. Block NFT Art or that they will host your or any other Mr. Block NFTs or Mr. Block NFT Art at any specific location and/or for any specific period of time; (e) upgrades to the appropriate blockchain, a hard fork or other change to the assigned blockchain, a failure or cessation of the that blockchain or its underlying cryptocurrency, or a change in how transactions are confirmed on the blockchain may have unintended, adverse effects on all blockchains using those or similar technologies, including Mr. Block NFTs; (f) the Mr. Block Parties do not make any promises or guarantees related to the MetaMask Wallet, the associated blockchain(s), or any other third parties (including any of their respective applications and/or services, as well as to the continued availability of or the protection or storage of any data you provide to those parties); (g) the risk of losing access to your Mr. Block NFT due to loss of your private key(s), custodial error or purchaser error; (h) the risk of mining attacks; (i) the risk of hacking, security weaknesses, fraud, counterfeiting, cyber-attacks and other technological difficulties; (j) the risk of changes to the regulatory regime governing blockchain technologies, cryptocurrencies, and tokens and new regulations, unfavorable regulatory intervention in one or more jurisdictions or policies any of which may materially adversely affect the use and value of the Mr. Block NFTs; (k) the taxes due as a result of, and tax consequences associated with, any of your Mr. Block NFT-related transactions; and (l) the risk of engaging in any transactions relating to your Mr. Block NFTs with third parties (e.g., transferring your Mr. Block NFT from a third party on any so-called "secondary market").
You also acknowledge and agree that: (i) you have obtained sufficient information to make an informed decision regarding the Mr. Block NFTs; (ii) you are solely responsible for determining the nature, potential value, suitability and appropriateness of these risks for yourself; (iii) none of the Mr. Block Parties covenant, represent, or warrant that any Mr. Block NFT, or its supporting systems or technology, is reliable, current or error-free or otherwise meets your requirements, that defects in the Mr. Block NFT, or its supporting systems or technology, will be corrected, or that the delivery mechanism for Mr. Block NFTs will be free of viruses or other harmful components; and (iv) none of the Mr. Block Parties will be responsible for any communication failures, disruptions, errors, distortions or delays you may experience related to the Mr. Block NFTs.
All disputes arising out of or in connection with this Agreement, including without limitation your access or use of the Site, or to any products sold or distributed through the Site, will be referred to and finally resolved by arbitration under the rules of the American Arbitration Association. The case will be adjudicated by a single arbitrator and will be administered by the American Arbitration Association in accordance with its applicable rules. Each party will cover its own fees and costs associated with the arbitration proceedings. The place of arbitration will be Sheridan, Wyoming. The award of the arbitrator will be final and binding, and any judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction. Notwithstanding the foregoing, we may seek and obtain injunctive relief in any jurisdiction in any court of competent jurisdiction.
WITH RESPECT TO ANY DISPUTE ARISING OUT OF OR RELATED TO THESE TERMS, INCLUDING WITHOUT LIMITATION DISPUTES RELATED TO THE SITE OR ANY PRODUCTS SOLD OR DISTRIBUTED THROUGH THE SITE, OR THE SMART CONTRACTS: (I) YOU HEREBY EXPRESSLY GIVE UP YOUR RIGHT TO HAVE A TRIAL BY JURY; AND (II) YOU HEREBY EXPRESSLY GIVE UP YOUR RIGHT TO PARTICIPATE AS A MEMBER OF A CLASS OF CLAIMANTS IN ANY LAWSUIT, INCLUDING BUT NOT LIMITED TO CLASS ACTION LAWSUITS INVOLVING ANY SUCH DISPUTE.
Mr. Block may make changes to this Agreement from time to time. When Mr. Block makes such changes, we will make the updated Agreement available on this website and update the "Last Updated" date at the beginning of the Agreement accordingly. Please check this page periodically for changes. Any changes to this Agreement will apply on the date that they are made, and, by way of example, your continued access to or use of the Mr. Block NFT Art after the Agreement has been updated will constitute your binding acceptance of the updates.
You cannot purchase or use any Mr. Block NFT, or display any Mr. Block NFT Art if you: (a) are not able to form legally binding contracts (for example, if you are under 18 years old); (b) are temporarily or indefinitely suspended from using our Services; or (c) are a person with whom transactions are prohibited under economic or trade sanctions.
You will defend, indemnify, and hold any and all of the Mr. Block Parties harmless from any claims, actions, suits, losses, costs, liabilities and expenses (including reasonable attorneys’ fees) relating to or arising out of your license, sale or possession of the Mr. Block NFT and any Licensed Rights, including: (a) our breach of this Agreement or any third-party terms; (b) your violation of any law or the rights of any third party as a result of your own interaction with that third party; (c) any allegation that any materials or communications that you submit to us or transmit violate the Intellectual Property Rights of any third party; or (d) any other activities in connection the Mr. Block NFT. This indemnity shall be applicable without regard to the negligence of any party, including any indemnified person. We reserve the right to control the defense of any matter for which you are required to indemnify us, and you agree to cooperate with our defense of these claims.
You are solely responsible for all taxes and charges (including any VAT, GST, sales, or compensating-use tax or equivalent tax and any taxes on the resale of any Mr. Block NFT) that apply in connection with your purchase of the Mr. Block NFT and any subsequent transaction involving any Mr. Block NFT. The Mr. Block Parties are not responsible for determining the taxes that may apply to any of your transactions.
If any term or provision of this Agreement is invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability shall not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction. Use of section headers in this Agreement is for convenience only and will not have any impact on the interpretation of any provision. Throughout this Agreement, the use of the word "including" means "including but not limited to." The obligations in this Agreement that are intended by their terms to survive the expiration or termination of this Agreement shall so survive, including Sections 1-3, and 5-13.