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Effective 19 June 2023

General Terms

  1. Bloxies is a collection of unique digital collectible characters represented by non-fungible tokens (all, collectively or separately, in singular or plural, as per context - “Bloxie”, “Bloxies”, “Bloxie NFT”, “Bloxies NFT”, “Bloxie Token”, “Bloxie Robot” or other), minted by a smart contract deployed to the Ethereum blockchain (the "Bloxie Smart Contract"). The “Bloxie Smart Contract” associates each Bloxie with a piece of digital art displaying one of the “Bloxie Characters”, and all Bloxie Characters are part of the “Bloxie Collection”.
  2. These terms ("Terms”) are a legally binding agreement by and between DST Labs ("Company" "we" or "us"), and any owner of a Bloxies NFT ("you", ‘“User” or "Owner", together with us - the “Parties”) governing the parties' rights and obligations with respect to Bloxies NFTS and the Bloxie Collection.


  1. Subject to your acceptance of, and compliance with, these Terms, upon lawfully acquiring Your Bloxie NFT and, for so long as you hold Your Bloxie NFT (both dates as recorded by the Bloxie Smart Contract) (the "License Term"), Company grants to you an exclusive, universe-wide, royalty-free, sublicensable license to reproduce, distribute, prepare derivative works based upon, publicly display, publicly perform, transmit, and otherwise use and exploit, Your Bloxie NFT ("License"). The License is intended to be broad, enabling you to make both commercial and non-commercial uses of Your Bloxie NFT, in any and all media, whether existing now or invented later, subject only to the restrictions set forth below.
  2. You own the IP in Your Derivative Bloxie Robot. As between you and the Company, you own all rights, title and interest in and to any "derivative work," as defined by the applicable law, based upon Your Bloxie Robot created during the License Term (defined above) ("Derivative Bloxie Robot"); provided, however, that (i) we retain the copyright in the Bloxie NFT underlying any Derivative Bloxie Robot; (ii) your use of any Derivative Bloxie Robot during and after the License Term is subject to these Terms; and (iii) your use of any Derivative Bloxie Robot after the License.
  3. These Terms may require a license from the current owner of the BloxieNFT.

Restrictions and Reservations

  1. The License extends only to Your Bloxie NFT - meaning, the complete selection and arrangement of all base layers, features, attributes, and other elements that comprise Your Bloxie NFT. The License does not grant you rights in any individual element of Your Bloxie NFT, or a license to exploit any individual element separate and apart from Your Bloxie NFT. For example, the License allows you to create three-dimensional renditions of, and to add new clothing to, Your Bloxie NFT, as allowed by the Bloxie Smart Contract and Bloxie Collection, but does not allow you to extract individual features (e.g., hair, accessories) for use in a separate work.
  2. The License does not grant you any rights in or to ‘Bloxies’ (or any other) trade names, brands, trade dress, or trademarks, all of which are expressly reserved to Company or any its affiliates (collectively, "TM Rights"). You hereby agree that any TM Rights you purport to acquire, together with any associated goodwill, shall automatically, immediately, and at your expense be assigned to Company. For the sake of clarity, the TM Rights do not include Your Bloxie NFT, in which you may acquire trademark rights through the exercise of your rights in accordance with, and subject to, these Terms and applicable law.
  3. You may not use Your Bloxie NFT in a manner that expresses hate or encourages violence towards a person or group based on membership in a protected class, such as race, religion, gender, orientation, or disability.
  4. You may not use Your Bloxie NFT in a manner that violates applicable law.
  5. All rights not expressly granted herein are reserved by us.
  6. License Back to Company. You grant to Company an irrevocable, perpetual, non-exclusive, universe-wide, royalty-free, sublicensable license to publicly display and otherwise use Your Bloxie NFT alongside other Bloxie Collection for the purpose of promoting or exhibiting the entire Bloxie Collection.


  1. You may include the following copyright notice with Your Bloxie NFT: "© 2023 Bloxies" (the "Bloxie Copyright Notice").
  2. Any application to obtain a copyright registration in Your Bloxie NFT shall identify Company as the copyright owner of the Bloxie Collection.
  3. To the extent applicable law authorizes you to bring a claim for infringement based upon the unauthorized use of Your Bloxie NFT, you agree that: (i) any such claim shall be based solely upon the unauthorized use of Your Bloxie NFT, not other Bloxies or Bloxie Collection example, on the ground that the other Bloxie Collection is substantially similar to Your Bloxie NFT; and (ii) Company may, in their sole discretion, join and, unless it would materially prejudice your rights, elect to take over the control of the prosecution of, any such action.
  4. Company has no obligation to support the resolution of, or resolve any, dispute that may arise between Bloxie owners.


  1. Except as expressly provided herein, ownership of a Bloxie NFT and the License are not separable in any way. You may not engage in any transaction or activity that purports to decouple the License from Your Bloxie NFT.
  2. Upon the transfer of Your Bloxie NFT to a new Owner, as recorded by the Bloxies Smart Contract: (i) your License hereunder shall immediately and automatically terminate; (ii) you must discontinue any use of Your Bloxie NFT as a trademark or other source identifier; and (iii) any trademark and corresponding registration obtained in connection with your exercise of the License shall be deemed abandoned unless duly transferred to the new Owner under a separately negotiated written agreement.
  3. If, during the License Term, you create and make available to the public a work using Your Bloxie NFT (a "Published Bloxie NFT"), you may, except as set forth in Section 4(b)(ii), continue to use and exploit that Published Bloxie NFT in accordance with these Terms after the License Term; provided, however, that: (i) you will be responsible for any obligations or liabilities arising from your continued use of the Published Bloxie NFT after the License Term; and (ii) this privilege does not allow you to use the Bloxie Collection to create any new works or materials after the License Term. Thus, for example:
    1. a digital series featuring Your Bloxie NFT that was released during the License Term may continue to run after the License Term, but any creation or distribution of any new episodes featuring the Bloxie Collection would require a license from the new Owner.
    2. After the License Term, you may sell off existing (at the time of transfer) inventories of merchandise featuring Your Bloxie NFT that were created and offered for sale during the License Term, but the creation or distribution of any new merchandise or inventory featuring the Bloxie Collection would require a license from the new Owner.

Owner's Representations and Warranties

  1. Is over the age of majority and has the legal capacity to enter into these Terms;
  2. Will only use and interact with any Bloxie NFT and Bloxie Collection in accordance with these Terms;
  3. Will not purchase or use Bloxie NFT if that person is prohibited from doing so due to requirements of local law or regulations applicable to them;
  4. Will comply with all applicable law in the exercise of its rights and obligations under these Terms and will not violate any right of Company, its licensors, or any right of any third party; and
  5. Is not, and will not, knowingly execute a transaction involving a Bloxie NFT or Bloxie Collection with any person who is, (i) 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 (ii) listed on any U.S. Government list of prohibited or restricted parties.

Assumption of Risk

Owner accepts and acknowledges all risks associated with the following:
  1. Bloxie NFTs and Bloxie Collection may be used in myriad ways. While we strongly encourage transparency, communication, and research prior to acquiring a Bloxie NFT, including to understand what previous and existing uses have been made of the Bloxie NFT and Bloxie Collection and how those uses may affect value, any purchase of a Bloxie NFT is at the purchaser's own risk. Company is not responsible for verifying or providing information on how a Bloxie NFT or its Bloxie Collection have been exploited. Additional documentation from an Owner may be necessary or prudent.
  2. Company is not responsible for determining or paying any taxes that apply to any Owner's purchase, sale, or transfer of rights in each Bloxie NFT. As between the parties, Owner is solely responsible for determining what, if any, taxes apply to such transactions.
  3. Transactions involving Bloxie NFTs and Bloxie Collection rely on third-party or decentralized platforms, systems, or marketplaces. We do not maintain, control, or assume any obligations concerning such platforms, systems, or marketplaces. To the extent that Company provides links or access to third party platforms, sites, or other resources, it does so only as a convenience and is not responsible for the content, products, or services on or available from those third parties or through any content displayed thereon.


Owner shall defend, indemnify, and hold Company, its licensors, affiliates, representatives, and service providers, and each of them, and all of their respective officers, directors, employees, and agents (the "Indemnified Parties") harmless from and against any and all claims, damages, losses, costs, investigations, liabilities, judgments, fines, penalties, settlements, interest, expenses, and other similar results or occurrences (including attorneys' fees) that directly or indirectly arise from, or are related to or in connection with, any claim, suit, action, demand, or proceeding or other similar occurrence, process, or activity that is initiated, made, brought, or financed by a third party (including any person who accesses or transacts using any Bloxie NFT or Bloxie Collection, whether or not such person personally purchased a Bloxie NFT) against the Indemnified Parties, or on account of the investigation, defense, or settlement thereof, arising out of, related to, or in connection with: (a) your access to or use of any NFT marketplace or third-party services or products; (b) your breach or alleged breach of these Terms; (c) your exercise or attempted exercise of the License; or (d) your actual or alleged violation of applicable law. Counsel to be used in the defense of such claim must be approved by Company in writing prior to retention of such counsel and, upon our request, you will allow us to participate in the defense of any such claims. You will not enter into any settlement or compromise of any claim or litigation or that includes an admission of liability without our prior written consent.

Limitation of Liability

  1. To the maximum extent permitted by law, no indemnified party will be liable for any incidental, special, exemplary, or consequential damages, or damages for lost profits, lost revenues, lost savings, lost business opportunity, loss of data or goodwill, service interruption, computer damage, or system failure, or the cost of substitute services of any kind arising out of or in connection with these terms or from the use of or inability to use or interact with any Bloxie NFT or Bloxie Collection, whether based on warranty, contract, tort (including negligence), product liability, or any other legal theory, and whether or not Company or its service providers have been informed of the possibility of such damage, even if a limited remedy set forth herein is found to have failed of its essential purpose. in no event will any indemnified party's cumulative liability hereunder from all causes of action and all theories of liability exceed $100.
  2. By purchasing or owning a Bloxie NFT, owner acknowledges that the exclusions and limitations of damages set forth above are fundamental elements of the basis of the bargain between Company and owner.

Dispute Resolution

  1. Any dispute, claim, or controversy arising out of or relating to these Terms or the breach, termination, enforcement, interpretation, or validity thereof, or the use of the Bloxie NFT or Bloxie Collection, or any other transaction involving you and Bloxie Collection, whether in contract, warranty, misrepresentation, fraud, tort, intentional tort, statute, regulation, ordinance or any other legal or equitable basis, shall be resolved by the Parties by negotiating promptly with each other in good faith. If the Parties cannot resolve the dispute within 30 business days (or any such period as the Parties shall otherwise agree) through negotiations, then any such dispute shall be submitted to mediation per the provisions below.
  2. Any dispute or difference between the Parties not settled by negotiations shall be referred to mediation at Hong Kong International Arbitration Centre (HKIAC) in accordance with its then-current Mediation Rules.
  3. If the mediation is abandoned by the mediator or is otherwise concluded without the dispute or difference being resolved, then such dispute or difference shall be referred to and finally resolved by arbitration administered by the Hong Kong International Arbitration Centre (HKIAC) under the HKIAC Administered Arbitration Rules in force when the Notice of Arbitration is submitted. The law of this arbitration clause shall be Hong Kong law. The seat of arbitration shall be Hong Kong. The number of arbitrators shall be one. The arbitration proceedings shall be conducted in English.
  4. Payment of all filing, administration, arbitrator and other arbitration related fees shall be paid in full by the prevailing party.

Waiver of Class Actions and Class Arbitrations

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