Last Revised: August 21, 2023
The Platform provides users with access to the Services and other online tools and resources such as audio, personalized content, social features and targeted advertising messages, together with the ability to upload and access User Submissions (as defined below). The Platform also provides Creators (as defined below) with the ability to upload to the Platform sound recordings and the musical compositions therein that are owned or controlled by such Creator (“
Block Media may make available certain services that require you to register an account for the Platform (“
The Platform uses DEMU digital tokens (“
Block Media may, from time to time, issue DEMU Tokens or other digital tokens to help in the operation of the Platform’s current and future features, functionalities or utilities. From time to time, Block Media may also create other digital tokens for use for direct utility, or to account for contributions and as additional incentives to users for contributing to network utility, capacity, and/or services. Any current or future value of these tokens can only be expected to arise from the actual activities of Creators, users, DEMU network node operators, and providers of software and services within the Platform and DEMU network (collectively, “
To use the Platform for buying and selling Creator Content, you will need to use digital wallet software (a “
You are advised to keep in a safe place a physical copy of the mnemonic key words created with such Crypto Wallet and to use good security practices with this copy and with your device. The wallet software will create one or more Crypto Wallet addresses in which DEMU Tokens and cryptographic assets are held.
You understand and agree that your relationship with any third-party Crypto Wallet provider is not a relationship with Block Media. DEMU does not guarantee that transactions performed using any wallet shall be stored in any blockchain. You shall ensure that your use of any Crypto Wallet and your blockchain transactions complies with local laws.
All blockchain transactions are confirmed and recorded in the Cardano blockchain which is not owned, controlled, or operated by Block Media. The Cardano blockchain is operated by a decentralized network of independent third parties. Block Media has no control over the Cardano blockchain and therefore cannot and will not ensure that any transaction details you submit via the Platform will be confirmed on the Cardano blockchain. Furthermore, all transactions and data submitted to the Cardano blockchain are publicly visible. Transactions and other blockchain information may be read from, or relayed to, third-party servers. Block Media does not guarantee the privacy of your internet connection. Once transaction details have been submitted to Cardano blockchain via the Platform, Block Media cannot assist you to cancel or otherwise modify your transaction details. We do not have the ability to facilitate any cancellation or modification requests.
In order to participate in certain types of transactions, you may be required to open an account with a designated third-party payment processor, and you agree to be bound by the terms and conditions of such third-party payment processor for purposes of participating in the specified types of transactions. In order to monetize your products and services you, as applicable (i) designate us as your agent for the sole and exclusive purpose of processing transactions on your behalf; and (ii) authorize us and/or our designated third-party payment processor to collect payments for transactions on your behalf.
The Platform may permit you to link to other websites or resources on the internet, and other websites or resources may contain links to the Platform. When you access third-party products, services or materials, you do so at your own risk. These third parties are not under control of Block Media, and you acknowledge and agree that Block Media is not responsible or liable for the content, functions, accuracy, legality, appropriateness or any other aspect of such third-party products, services or materials. The inclusion of any such link does not imply endorsement by Block Media or any association with its operators. You further acknowledge and agree that Block Media shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with the use of or reliance on any such content, goods or services available on or through any such third-party website or resource.
As between you and us, the Platform is owned and operated by Block Media and/or its affiliates, applicable partners, suppliers, and licensors (collectively, “
You agree to abide by all applicable copyright and other laws. Any unauthorized use of any material contained on or through the Platform may violate copyright laws, trademark laws, the laws of privacy and publicity and communications regulations and statutes. You acknowledge that Block Media and/or its Suppliers may apply for injunctive remedies in any jurisdiction to enforce its intellectual property rights.
As conditions of your access to and use of the Platform, you shall not:
You acknowledge and agree that the copying, reproduction, re-arrangement, sale, leasing, renting, lending, distribution, redistribution, modification or adaptation, downloading, exchanging, creating of derivative works, uploading, posting, transmitting, communication to the public or publication by you, directly or indirectly, of the DEMU Materials, including the removal or alteration of advertising, except pursuant to the express limited grant of rights hereunder, is strictly prohibited. You agree to abide by any and all additional notices, information or restrictions in respect of the Platform contained in any part of the Platform.
You shall be solely responsible for the creation and upload of, and for any and all consequences of posting or publishing, your own User Submissions. In connection with your User Submissions, you shall not: (i) publish any misrepresentation or any information that may damage or disparage Block Media or any third party; (ii) post advertisements or solicitations of business; (iii) impersonate another person or entity or falsely state or otherwise misrepresent your affiliation with a person or entity; or (iv) include any content that may be harmful to minors in any manner. You shall comply with any content standards that Block Media may from time to time impose. Block Media and its Suppliers shall have the right (but not the obligation) to refuse to post or otherwise use, and to remove or withdraw any User Submission (or other user-generated content on the Platform) in whole or in part, at any time for any reason or no reason, with or without notice and with no liability of any kind. You shall promptly on request remove any User Submissions that Block Media determines may be objectionable in its sole discretion.
You understand that Block Media and its Suppliers are not publisher or speaker of User Submissions, and that by using the Platform, you may be exposed to User Submissions from other users that are offensive, inaccurate, misleading, or otherwise objectionable. Block Media does not endorse any User Submission, or any opinion, recommendation, or advice expressed therein. Under no circumstances will Block Media be liable in any way for or in connection with any User Submission (including, without limitation, any inaccuracies, quality or safety issues, illegality, errors or omissions or any intellectual property infringement in relation to any User Submission) or for any loss or damage of any kind incurred as a result of the use of any User Submission or any other content posted, electronically-mailed or otherwise displayed or transmitted by a user via the Platform. You agree to waive, and hereby do waive, any legal or equitable rights or remedies you may have against Block Media in relation to any of the foregoing.
You are solely responsible for making backup copies of any and all of your Creator Content. Do not rely on DEMU as a primary storage space for your content. Creators shall be solely responsible and liable for any and all taxes levied on Creator in connection with Creator Content. If there is a change of circumstance after delivery of an item of Creator Content which results in your knowledge or belief that you no longer have the rights necessary to authorize Block Media to use such item(s), then you must delete such items of Creator Content from your channel.
You represent, warrant and covenant that:
THE PLATFORM, INCLUDING, WITHOUT LIMITATION, ALL CREATOR CONTENT MADE AVAILABLE ON OR ACCESSED THROUGH OR SENT FROM THE WEBSITE, IS PROVIDED “AS IS” AND “AS AVAILABLE.” TO THE FULLEST EXTENT PERMISSIBLE BY APPLICABLE LAW, BLOCK MEDIA MAKES NO WARRANTY OR REPRESENTATION OF ANY KIND WHATSOEVER, EXPRESS OR IMPLIED, ABOUT: (A) THE PLATFORM; (B) THE USER SUBMISSIONS; (C) THE SERVICES OR FUNCTIONS ACCESSIBLE THROUGH THE PLATFORM; (D) THE MESSAGES, CONTENT OR INFORMATION SENT FROM OR THROUGH THE PLATFORM BY USERS; (E) ANY PRODUCTS OR SERVICES OFFERED VIA THE WEBSITE OR HYPERLINKS TO THIRD PARTIES; (F) THE TREATMENT OF ANY INFORMATION, CONTENT, MATERIAL OR DATA TRANSMITTED BY USERS TO THE PLATFORM; (G) SECURITY ASSOCIATED WITH THE TRANSMISSION OF SENSITIVE INFORMATION THROUGH THE PLATFORM OR ANY LINKED SITE. BLOCK MEDIA DOES NOT WARRANT THAT AVAILABILITY OF THE PLATFORM, ANY OF THE PLATFORM’S FUNCTIONS OR ANY CONTENT CONTAINED THEREIN WILL BE UNINTERRUPTED OR ERROR-FREE, THAT DEFECTS WILL BE CORRECTED, OR THAT THE PLATFORM OR THE SERVERS THAT MAKE THEM AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.
BLOCK MEDIA DOES NOT WARRANT THAT YOUR ACTIVITIES IN CONNECTION WITH THE PLATFORM ARE LAWFUL IN ANY PARTICULAR JURISDICTION AND, IN ANY EVENT, BLOCK MEDIA SPECIFICALLY DISCLAIMS ANY SUCH WARRANTY THEREOF TO THE FULLEST EXTENT PERMITTED BY LAW. YOU UNDERSTAND THAT BY USING ANY OF THE FEATURES OF THE PLATFORM, YOU ACT AT YOUR OWN RISK, AND YOU REPRESENT AND WARRANT THAT YOUR ACCESS AND ACTIVITIES ARE LAWFUL IN EVERY JURISDICTION WHERE YOU ACCESS OR USE THE PLATFORM OR THE CONTENT. FURTHER, BLOCK MEDIA AND ITS SUBSIDIARIES AND AFFILIATES DISCLAIM, TO THE FULLEST EXTENT PERMITTED BY LAW, ANY EXPRESS OR IMPLIED WARRANTIES INCLUDING, WITHOUT LIMITATION, NONINFRINGEMENT, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND TITLE.
BLOCK MEDIA AND ITS SUBSIDIARIES, AFFILIATES, DIRECTORS, OFFICERS, EMPLOYEES, AND REPRESENTATIVES (“THE BLOCK MEDIA PARTIES”) SHALL NOT BE LIABLE IN ANY CIRCUMSTANCES FOR YOUR UNAUTHORIZED USE OF THE PLATFORM. WHERE ANY JURISDICTION LIMITS OR DISALLOWS THE DISCLAIMER OF IMPLIED OR OTHER WARRANTIES AS SET OUT ABOVE, THIS DISCLAIMER SHALL NOT APPLY TO THE EXTENT THE LAW OF SUCH JURISDICTION IS APPLICABLE TO THIS AGREEMENT. YOU AGREE THAT YOUR USE OF THE PLATFORM IS ENTIRELY AT YOUR OWN RISK.
THE BLOCK MEDIA PARTIES SHALL NOT BE LIABLE FOR ANY DAMAGE TO ANY USER’S HARDWARE, SOFTWARE, OR OTHER EQUIPMENT OR TECHNOLOGY INCLUDING, WITHOUT LIMITATION, DAMAGE FROM ANY SECURITY BREACH OR FROM ANY VIRUS, BUGS, TAMPERING, FRAUD, ERROR, OMISSION, INTERRUPTION, DEFECT, DELAY IN OPERATION OR TRANSMISSION, COMPUTER LINE OR NETWORK FAILURE OR ANY OTHER TECHNICAL OR OTHER MALFUNCTION. YOUR ACCESS TO AND USE OF THIS THE PLATFORM IS AT YOUR RISK. IF YOU ARE DISSATISFIED WITH THE PLATFORM OR ANY OF THE CONTENT, YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE ACCESSING AND/OR USING THE PLATFORM AND THE CONTENT. YOU ACCEPT AND AGREE THAT IN THE EVENT YOU INCUR ANY DAMAGES, LOSSES OR INJURIES THAT ARISE OUT OF BLOCK MEDIA’S ACTS OR OMISSIONS, THE DAMAGES, IF ANY, CAUSED TO YOU ARE NOT IRREPARABLE OR SUFFICIENT TO ENTITLE YOU TO AN INJUNCTION PREVENTING ANY EXPLOITATION OF ANY WEBSITE, PROPERTY, PRODUCT, PROGRAM, USER SUBMISSIONS, OR OTHER AUDIO/VISUAL CONTENT USED, OWNED OR CONTROLLED BY THE BLOCK MEDIA PARTIES, AND YOU WILL HAVE NO RIGHT TO ENJOIN OR RESTRAIN THE DEVELOPMENT, PRODUCTION, DISTRIBUTION, ADVERTISING, EXHIBITION OR EXPLOITATION OF ANY OF THE FOREGOING OR ANY AND ALL ACTIVITIES OR ACTIONS RELATED THERETO.
TO THE FULLEST EXTENT PROVIDED BY LAW, YOU AGREE THAT THE TOTAL AGGREGATE LIABILITY OF THE BLOCK MEDIA PARTIES TO YOU HEREUNDER (REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT, OR OTHERWISE) SHALL BE LIMITED TO THE AMOUNT BLOCK MEDIA HAS PAID TO YOU HEREUNDER (FOR USE OF CREATOR CONTENT OR OTHERWISE) OR, IF GREATER, $100.00.
PLEASE READ THIS “DISPUTE RESOLUTION” SECTION CAREFULLY, AS IT MAY SIGNIFICANTLY AFFECT YOUR LEGAL RIGHTS, INCLUDING YOUR RIGHT TO FILE OR PARTICIPATE IN A LAWSUIT FILED IN COURT.
The above process for an informal dispute resolution is required before you may commence any formal dispute resolution proceeding. The parties agree that any relevant limitations period and filing fees or other deadlines will be tolled while the parties engage in this informal dispute resolution process.
Notwithstanding the parties’ decision to resolve all disputes through arbitration, each party retains the right to (i) elect to have any claims resolved in small claims court on an individual basis for disputes and actions within the scope of such court’s jurisdiction, regardless of what forum the filing party initial chose; (ii) bring an action in state or federal court to protect its intellectual property rights (“intellectual property rights” in this context means patents, copyrights, moral rights, trademarks, and trade secrets and other confidential or proprietary information, but not privacy or publicity rights); and (iii) seek a declaratory judgment, injunction, or other equitable relief in a court of competent jurisdiction regarding whether a party’s claims are time-barred or may be brought in small claims court. Seeking such relief shall not waive a party’s right to arbitration under this agreement, and any filed arbitrations related to any action filed pursuant to this paragraph shall automatically be stayed pending the outcome of such action.
You and Block Media agree to submit to the personal jurisdiction of any federal or state court in New York, New York in order to compel arbitration, to stay proceedings pending arbitration, or to confirm, modify, vacate, or enter judgment on the award entered by the arbitrator; and in connection with any such proceeding, further agree to accept service of process by U.S. mail and hereby waive any and all jurisdictional and venue defenses otherwise available.
Except as set forth in this Section 16, if any provision of this Arbitration Agreement is found by an arbitrator or court of competent jurisdiction to be invalid, the parties nevertheless agree that the arbitrator or court should endeavor to give effect to the parties’ intentions as reflected in the provision, and the other provisions thereof remain in full force and effect.
THE PARTIES UNDERSTAND THAT ARBITRATION MEANS THAT AN ARBITRATOR AND NOT A JUDGE OR JURY WILL DECIDE THE CLAIM, AND THAT RIGHTS TO PREHEARING EXCHANGE OF INFORMATION AND APPEALS MAY BE LIMITED IN ARBITRATION. YOU HEREBY ACKNOWLEDGE AND AGREE THAT YOU AND BLOCK MEDIA ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY TO THE MAXIMUM EXTENT PERMITTED BY LAW.
If there is a final judicial determination that either the class arbitration action and collective relief waiver or the provisions in this Section are not enforceable as to a particular claim or request for relief, then the parties agree that that particular claim or request for relief may proceed in court but shall be severed and stayed pending arbitration of the remaining claims. This provision does not prevent you or Block Media from participating in a class-wide settlement of claims.
Subject to the applicable NAM rules and procedures, the parties agree that the arbitrator will have the discretion to allow the filing of dispositive motions if they are likely to efficiently resolve or narrow issues in dispute. Unless otherwise prohibited by law, all arbitration proceedings will be confidential and closed to the public and any parties other than you and Block Media (and each of the parties’ authorized representatives and agents), and all records relating thereto will be permanently sealed, except as necessary to obtain court confirmation of the arbitration award (provided that the party seeking confirmation shall seek to file such records under seal to the extent permitted by law).
Block Media respects the intellectual property rights of others and expects its users to do the same. In accordance with the Digital Millennium Copyright Act of 1998, as amended (the “
If you are a copyright owner or are authorized to act on behalf of one with respect to any exclusive right under copyright and wish to send a notice regarding alleged infringements taking place on or through the Platform, you may send such notice to Block Media’s designated Copyright Agent (as defined below).
Provide your full legal name and your electronic or physical signature. Deliver the Notice, with all items completed, to Block Media’s designated Copyright Agent (the “
Please note that under Section 512(f) of the DMCA, any person who knowingly materially misrepresents that material or activity was removed or disabled by mistake or misidentification may be subject to liability.
Identify the material that has been removed or to which access has been disabled on the Platform and the location at which the material appeared before it was removed or access to it was disabled. Include both of the following statements in the body of the Counter Notice:
Provide your name, address and telephone number. Provide your full legal name and your physical or electronic signature. The Counter Notice should be delivered to the Copyright Agent.
You may contact us by regular mail at: