Doodles Terms of Service
Doodles 2 TermsDoodles Terms for NFTs MINTED ON THE ETHEREUM BLOCKCHAIN ON OR BEFORE MAY 15TH, 2022
DOODLES2 Terms AND CONDITIONSWelcome to Doodles2! Please read these terms carefully before purchasing or accepting any transfer of a Doodles2 NFT.
- Introduction
- Acceptance Required. In order to acquire lawful ownership of a non-fungible token (“NFT”) associated with the NFT project known as Doodles2 (as may be rebranded) (“Doodles2 NFT”) created by Doodles, LLC (“Company” or “we” or “our”), you must agree to these Doodles2 Terms and Conditions (the “Doodles2 Terms”). IF YOU DO NOT AGREE, PLEASE DO NOT PURCHASE OR OTHERWISE ACCEPT THE TRANSFER OF A DOODLES2 NFT.
- Arbitration; Class Action Waiver. PLEASE NOTE THAT THESE TERMS CONTAIN A MANDATORY ARBITRATION PROVISION THAT, AS FURTHER SET FORTH BELOW, REQUIRES THE USE OF ARBITRATION ON AN INDIVIDUAL AND NOT A CLASS-WIDE OR CONSOLIDATED BASIS TO RESOLVE ANY PAST, PENDING, OR FUTURE DISPUTES BETWEEN YOU AND COMPANY (AND, IF APPLICABLE, COMPANY'S LICENSORS OR LICENSEES), RATHER THAN JURY TRIALS OR ANY OTHER COURT PROCEEDINGS OF ANY KIND. IF YOU DO NOT WISH TO BE SUBJECT TO ARBITRATION ON A RETROACTIVE BASIS, YOU MAY OPT OUT OF THE ARBITRATION PROVISION WITHIN THIRTY (30) DAYS AFTER YOU PURCHASE OR RECEIVE THE TRANSFER OF A DOODLES2 NFT BY FOLLOWING THE INSTRUCTIONS PROVIDED AT THE END OF SECTION 8, BELOW.
- Doodles2 Only. These Doodles2 Terms apply only to Doodles2 NFTs on the FLOW blockchain. The terms available athttp://docs.doodles.app/terms-of-service apply only to certain of the NFTs associated with the original Doodles NFT project on the Ethereum blockchain launched October 17, 2021, as further described therein.
- NFTs Are Not Images; Limited Rights. Please note that when you lawfully own a Doodles2 NFT, you own the specific NFT on the relevant blockchain underlying the Doodles2 NFT (e.g., the right to sell or otherwise transfer that Doodles2 NFT, subject to Section 4 below). However, your rights to the artwork, images, video, content or other media associated with, linked to and displayed in connection with your specific Doodles2 NFT (“NFT Media”) are only as outlined below in Section 3 below.
- Requirements to Purchase
- Age and Authority. In order to purchase a Doodles2 NFT: if you are an individual, you must be the greater of (a) at least 18 years of age and (b) at least the minimum age of lawful capacity to enter into and form a binding contract in your applicable jurisdiction.; or if you are an entity, the individual agreeing to the Doodles2 Terms must have the legal authority to bind the entity.
- Restricted Parties. If (a) you are an individual, you agree on your own behalf that you are not, and (b) if you are an entity, you agree that neither the entity nor any of your equityholders or investors or any of their respective directors, managers, officers, employees, agents or affiliates acting on your behalf, is:
- related in any way to, the governments of, or any persons within, any country or jurisdiction under a U.S. embargo enforced by the Office of Foreign Assets Control (“OFAC”), or any persons who are named on any list of sanctioned individuals or entities;
- prohibited from the transaction pursuant to U.S. anti-money laundering, anti-terrorist, economic sanctions and asset control laws; or
- resident in a country or jurisdiction under a U.S. embargo enforced by OFAC (each of (i) through (iii), a “Restricted Party”).
- License Grant
- NFT Media License. For as long as you lawfully own a Doodles2 NFT and comply with these Doodles2 Terms, the Company grants you a limited, non-transferable (except as described inSection 4), non-exclusive, non-sublicensable, worldwide license to use, reproduce, display, and perform the specific NFT Media linked to your Doodles2 NFT for personal non-commercial uses, other than in connection with the creation of a new NFT (for clarity, even if such new NFT is solely for personal non-commercial use). This license does not include the right to commercialize, create derivative works from, or modify the NFT Media, and these and all other intellectual property rights in and to the NFT Media, and any other intellectual property rights of the Company not expressly licensed herein, as between you and the Company, are reserved by the Company.
- No Rights to Trademarks. Nothing in these Doodles2 Terms is meant to grant you any rights to any logos, trademarks, service marks, and trade dress associated with the Company or the Doodles2 NFTs (“Doodles Trademarks”). You may not use any Doodles Trademarks for any use that would require a license from us, including to register any domain names or social media accounts using any Doodles Trademarks or to advertise or promote any products or services.
- Third Party Content. You acknowledge that the NFT Media may contain artwork, images, video, content or other works of authorship, logos, trademarks, service marks, or trade dress or rights of personality in which the relevant intellectual property rights are not owned by the Company (“Third Party Content”), and that breach of the restrictions set forth in these Doodles2 Terms may result in your infringement of intellectual property and other third-party rights in such Third Party Content, for which you will be solely responsible.
- Additional Restrictions. You may not use the NFT Media in any way that is unlawful, fraudulent, libelous, defamatory, disparaging of the Company or any of its employees or other representatives, obscene, pornographic, profane, harassing, threatening, abusive, violent, hateful, dangerous, offensive or otherwise objectionable, unreasonable or infringing upon any laws, regulations, rights of Company or a third party, or confidentiality obligations, or that promotes any such activity, including activities related to suicide, self-harm, or dangerous organizations as determined in the Company's sole discretion.
- Transfer. The license granted in Section 3 is non-transferrable, except that if you lawfully transfer ownership of your Doodles2 NFT, your license shall terminate upon the effective date of such transfer, and such license will be deemed to be assigned to the new owner of the Doodles2 NFT associated with such NFT Media. As a condition to all resales or other transfers of the Doodles2 NFTs, the transferee must (a) not be a Restricted Party and (b) accept these Doodles2 Terms. In the event you choose to resell or otherwise transfer your Doodles2 NFT, you agree (i) to ensure that these Doodles2 Terms are made available to the transferee prior to the resale or transfer and (ii) not to use a method of sale or transfer that circumvents any royalty functionality built into any Doodles2 NFT's “smart contract”.
- Technical Errors and Forks.
- Technical Errors. In the event of a technical error affecting the “smart contract” of your Doodles2 NFT, the Company reserves the right to issue you a new Doodles2 NFT associated with the NFT Media of the originally-issued Doodles2 NFT, in which case the license to the NFT Media associated with the originally-issued Doodles2 NFT will automatically be transferred to the newly-issued Doodles2 NFT (such that the originally-issued Doodles2 NFT will no longer grant its owner any NFT Media license).
- Forks. In the event that there are any changes to the operating rules of the underlying software protocol of a relevant blockchain network that results in two different branches of the relevant blockchain network (commonly known as a “fork”), the license granted inSection 3 will only apply to the Doodles2 NFT recorded on the branch designated by us (which designation may apply retroactively), and only owners of Doodles2 NFTs on said designated branch will be eligible to participate in activities of the Company which are tied to ownership of Doodles2 NFTs. You acknowledge and agree that the Company may, in its sole discretion, decide whether or not to support (or cease supporting) the Doodles2 NFTs on either branch.
- Disclaimers, Limitations of Liability, and Indemnification
- Disclaimers. YOUR ACCESS TO AND USE OF THE DOODLES2 NFT AND NFT MEDIA IS AT YOUR OWN RISK. EXCEPT AS EXPRESSLY SET FORTH HEREIN, TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, COMPANY, ITS PARENTS, AFFILIATES, PARTNERS, EMPLOYEES, OFFICERS, DIRECTORS, CONTRACTORS, AGENTS, LICENSORS AND EQUITYHOLDERS (THE “COMPANY ENTITIES”) DISCLAIM ALL WARRANTIES AND CONDITIONS, WHETHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT IN THE DOODLES2 NFTS AND NFT MEDIA. THE COMPANY ENTITIES MAKE NO WARRANTY OR REPRESENTATION AND DISCLAIM ALL RESPONSIBILITY AND LIABILITY FOR: (A) THE COMPLETENESS, ACCURACY, AVAILABILITY, TIMELINESS, ORIGINALITY, SECURITY, INSURABILITY OR RELIABILITY OF THE DOODLES2 NFTS AND NFT MEDIA; (B) THE OPERATION OF, OR COMPATIBILITY WITH, ANY APPLICATION OR ANY PARTICULAR SYSTEM, DEVICE, BLOCKCHAIN, DIGITAL WALLET, HARDWARE, SOFTWARE OR MARKETPLACE; (C) WHETHER THE DOODLES2 NFTS AND NFT MEDIA WILL MEET YOUR REQUIREMENTS OR BE AVAILABLE ON AN UNINTERRUPTED, SECURE OR ERROR-FREE BASIS; (D) THE DELETION OF, OR THE FAILURE TO STORE, SECURE OR TRANSMIT THE DOODLES2 NFTS AND NFT MEDIA; AND (E) NFT PRICE VOLATILITY, LIQUIDITY OR LACK THEREOF, OR CHANGES TO THE TAX AND/OR REGULATORY REGIME GOVERNING BLOCKCHAIN OR BLOCKCHAIN-RELATED ASSETS OR TECHNOLOGY. THE DOODLES2 NFTS AND NFT MEDIA ARE INTENDED FOR CONSUMER ENJOYMENT, USE AND CONSUMPTION ONLY. THE FOREGOING DOES NOT AFFECT ANY LIABILITY THAT CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.
- Limitations of Liability. TO THE EXTENT NOT PROHIBITED BY LAW, YOU AGREE THAT IN NO EVENT WILL THE COMPANY ENTITIES BE LIABLE FOR ANY CLAIM, DEMAND OR DAMAGES WHATSOEVER RESULTING FROM OR ARISING OUT OF OR IN CONNECTION WITH THESE DOODLES2 TERMS OR THE DELIVERY, USE OR PERFORMANCE OF THE DOODLES2 NFTS AND NFT MEDIA. EXCEPT FOR ANY LOSS OR DAMAGE SUFFERED AS A DIRECT RESULT OF FRAUD OR WILLFUL MISCONDUCT, THE MAXIMUM AGGREGATE LIABILITY OF THE COMPANY ENTITIES FOR ALL DAMAGES AND CAUSES OF ACTION, WHETHER IN CONTRACT, TORT (INCLUDING STRICT LIABILITY OR NEGLIGENCE) OR OTHERWISE, SHALL BE THE LESSER OF (a) $1,000 OR (b) THE AMOUNT YOU PAID FOR YOUR DOODLES2 NFT. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE EXCLUSION OR LIMITATION MAY NOT APPLY TO YOU.
- Fundamental Elements. THE EXCLUSIONS AND LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN THE COMPANY ENTITIES AND YOU.
- Indemnification. By entering into these Doodles2 Terms and accessing or using the Doodles2 NFTs or NFT Media, you agree that you shall defend, indemnify and hold the Company Entities harmless from and against any and all claims, costs, damages, losses, liabilities and expenses (including attorneys' fees and costs) incurred by the Company Entities arising out of or in connection with: (a) your violation or breach of any term of these Doodles2 Terms or any applicable law or regulation; (b) your violation of any rights of any third party; (c) your access to or use of the Doodles2 NFT or NFT Media; or (d) any fraud, negligence or willful misconduct committed by you.
- Additional Provisions
- Other Products and Services. Purchasing, storing, accessing, and otherwise using or interacting with the Doodles2 NFTs may require use of additional products and services (e.g., online marketplaces and digital wallets), including third-party products and services. You agree to comply with any applicable terms and conditions of these products and services, and you acknowledge that the Company is not responsible for any third-party products or services.
- Additional Features. The Company may choose to make additional features, access, content, items or other benefits available to owners of Doodles2 NFTs (“Additional Features”). The Company has no duty or obligation to provide you with any Additional Features. Additional Features may be subject to additional terms and conditions, which may be presented to you at the time they are made available.
- Termination of License. If you breach any of the provisions of these Doodles2 Terms, including by using the NFT Media in any way that violates the restrictions set forth in Section 3, as determined in the Company's sole discretion, the Company may terminate the license granted to you under these Doodles2 Terms. The Company will use commercially reasonable efforts to provide you with notice of such termination, though for the avoidance of doubt your license shall terminate regardless of whether such notice is actually received. Upon the termination of your license, you shall cease all use of the rights granted in Section 3 and shall cease all further use of the NFT Media. Termination of the license will not limit any of the Company's other rights or remedies at law or in equity.
- Third-Party Beneficiaries. You agree that, in addition to the Company, each of the Company's affiliates and licensors, as applicable, associated with the Doodles2 NFTs or the NFT Media, are expressly intended third-party beneficiaries of these Doodles2 Terms and will have the right to enforce these Doodles2 Terms and any of its rights hereunder against you.
- Miscellaneous. These Doodles2 Terms constitutes the entire and exclusive understanding and agreement between the Company and you regarding the Doodles2 NFTs and NFT Media and supersedes and replaces any and all prior oral or written understandings or agreements between the Company and you regarding the Doodles2 NFTs and NFT Media. If any provision of these Doodles2 Terms shall be unlawful, void or for any reason unenforceable, then that provision shall be deemed severable from these Doodles2 Terms and shall not affect the validity and enforceability of any remaining provisions. These Doodles2 Terms and the license granted hereunder may be freely assigned by the Company. Any purported assignment in violation of these Doodles2 Terms will be null and void. No waiver by either party of any breach or default hereunder shall be deemed to be a waiver of any preceding or subsequent breach or default.
- Dispute Resolution
- Governing Law. All matters relating to the Doodles2 NFTs and these Doodles2 Terms, and any disagreement, cause of action, claim, controversy, or proceeding arising therefrom or related thereto (in each case, including non-contractual disputes or claims) (“Disputes”), shall be governed by and construed in accordance with the internal laws of the State of Florida without giving effect to any choice or conflict of law provision or rule (whether of the State of Florida or any other jurisdiction).
- Disputes. You and the Company agree that all Disputes shall be resolved exclusively through binding arbitration in Miami, Florida (“Arbitration”). YOU UNDERSTAND AND ACKNOWLEDGE THAT BY AGREEING TO ARBITRATION, YOU ARE GIVING UP THE RIGHT TO LITIGATE (OR PARTICIPATE IN AS A PARTY OR CLASS MEMBER) ANY DISPUTES IN COURT. You also agree that ANY DISPUTE RESOLUTION PROCEEDING WILL ONLY CONSIDER YOUR INDIVIDUAL CLAIMS, AND BOTH PARTIES AGREE NOT TO HAVE ANY DISPUTE HEARD AS A CLASS ACTION, REPRESENTATIVE ACTION, CONSOLIDATED ACTION, OR PRIVATE ATTORNEY GENERAL ACTION.
- Arbitration Instructions. To begin Arbitration, either you or the Company must make a written demand to the other for arbitration. The Arbitration will take place before a single arbitrator. It will be administered in keeping with the Expedited Procedures of the Commercial Arbitration Rules, and the Supplementary Proceedings for Consumer-Related disputes when applicable (“Rules”) of the American Arbitration Association (“AAA”) in effect when the claim is filed. You may get a copy of AAA's Rules by contacting AAA at 1-800-778-7879 or visiting www.adr.org. The filing fees to begin and carry out arbitration will be shared between you and the Company, but in no event shall your fees ever exceed the amount allowable by the special rules for Consumers Disputes provided for by AAA, at which point the Company will cover all additional administrative fees and expenses. This does not prohibit the Arbitrator from giving the winning party their fees and expenses of the arbitration when appropriate pursuant to the Rules. Unless you and the Company agree differently, the arbitration will take place in the Miami, Florida, United States of America, and applicable federal or Florida law shall govern the substance of any Dispute during the arbitration. However, the Federal Arbitration Act, 9 U.S.C. § 1, et seq., will govern the arbitration itself and not any state law on arbitration. The Arbitrator's decision will be binding and final, except for a limited right of appeal under the Federal Arbitration Act. The arbitrator may award declaratory or injunctive relief only to the extent necessary to provide relief warranted by that party's individual claim, and any court with jurisdiction over the parties may enforce the arbitrator's decision.
- Opt-Out Instructions. IF YOU DO NOT WISH TO BE BOUND BY THE BINDING ARBITRATION PROVISION, THEN: (a) you must notify the Company in writing within 30 days of the date that you purchased or received a transfer of the applicable Doodles2 NFT; (ii) your written notification must be mailed to 401 South West 23rd Road, Miami, FL 33129, Attn: Legal Department; and (iii) your written notification must include (A) your full legal name, (B) your primary residence address, (C) the date on which you purchased or received the transfer of the applicable Doodles2 NFT, and (D) a clear statement that you “DO NOT WISH TO RESOLVE DISPUTES WITH ANY DOODLES ENTITY THROUGH ARBITRATION AND/OR BE BOUND BY THE CLASS ACTION WAIVER.” In the event that you opt out accordingly, then any legal suit, action or proceeding arising out of any Dispute shall be instituted exclusively in the federal courts of the United States or the courts of the State of Florida located in Miami, Florida, and you waive any and all objections to the exercise of jurisdiction over you by such courts and to the venue in such courts.
PLEASE NOTE: THESE TERMS APPLY TO DOODLES NFTS MINTED ON THE ETHEREUM BLOCKCHAIN ON OR BEFORE MAY 15TH, 2022 ONLY
1. Introduction to the Doodles!Welcome to Doodles! We thought about rolling with DoodleDAO for a while but after working with various attorneys and friends we decided we would rather work TOWARDS a DAO then attempt to start as one. As such, we will be known as Doodles! Doodles is a collection of 10,000 characters created as art by Burnt Toast with the expectation that they will bring joy to everyone who sees them! Thank you so much for visiting our terms and if you have any questions feel free to reach out to us in the Discord or on Twitter.
2. What We OwnThe name and Intellectual Property involved in the Doodle NFT Project (“Doodles”) is owned by the team here at Doodles, LLC. All rights that are not specifically granted to the users and owners of Doodles below are reserved by the team or potential future DAO. This includes but is not limited to the intellectual property rights surrounding the images, names, logos, 3D layer files, trademarks, the website, the ability to mint 3D or voxel or other versions of Doodles, the look and feel of the user interface, the smart contract code, or anything else not specifically granted by any following licenses.
3. What You Own and What You Can Do With ItBy connecting your Ethereum wallet and minting an NFT with our smart contract, you have purchased a Doodle! With this Doodle you can show it off, use it as your pfp, sell it, and even merchandise it up to $100,000 through the sale of physical merch or using your full Doodle in a piece of art you may create. Should you approach that number or expect to go beyond it please reach out to the team and we'll discuss a licensing deal for anything beyond that amount.
4. Specifics on Commercial and Derivative RightsWe appreciate your desire to utilize Doodles in various commercial ways, and we are open to you doing just that! When it comes to limiting commercial rights, however, we want you as an NFT holder to realize that you may use the Doodle image in its fullness only! The individual layered files and traits are proprietary and are our own creation. We don't want to see any other projects utilizing our individually crafted layers, so we are not open to you minting new NFTs that are derivatives of our project, change the original Doodle, or minting another full project using our Doodle in any way. Other than that, you can create whatever merchandise you would like up to $100,000 USD and should you approach that number or expect to go beyond it please reach out to the team and we'll discuss a licensing deal for anything beyond that amount. To limit the use even on merchandise, the user shall not use any Doodles Licensed Materials in connection with any material, which is unlawful, fraudulent, libelous, defamatory, obscene, pornographic, profane, threatening, abusive, hateful, offensive or otherwise objectionable or unreasonable or infringing upon any laws or regulations or intellectual property rights or proprietary rights or confidentiality obligations and you shall indemnify and defend Doodles, LLC. against any claims, damages, proceedings, loss or costs arising from such use. User shall not use the Doodles Licensed Materials in any way that could be construed as being adverse or derogatory to the image of Doodles or any of its subjects featured in the NFTs.
5. No Guarantees or Future PromisesDoodles, LLC hopes to put out more content and create things in the future that you can all be proud of and have outlined many of our intentions as such. However, the landscape around DAOs and various other things we are hoping to do is shifting and legally gray in many ways. When you purchase your Doodle, you agree that your purchase from our initial launch of NFTs is all you are guaranteed to receive in exchange for your funds. Whether through primary or secondary channels, the art is what you receive. Any future benefits are ancillary to this purchase and not to be taken into consideration with your initial purchase. You agree that you are not relying on any future commitments by Doodles beyond the community treasury of 420 eth (assuming sell out) in using this site and participating in our NFT launch.
6. Doodles Are Not Intended as InvestmentsDoodles are meant to be a fun Non-Fungible Token for you to collect. They are not meant as investment vehicles. We make absolutely no promise or guarantee that these NFTs will be worth anything more than what you and the market deem the art to be worth. This could very well be zero. We give you our word that we will try to build a community and bring as much intangible value and vibes to the project as we can! You understand that they have no inherent monetary value, and they should be treated as nothing more than a collectible with potential future value or lack thereof.
7. TaxesYou are entirely responsible for any tax liability which may arise from minting or reselling your Doodles.
8. ChildrenThe Doodles project is not targeted towards children. You agree that you are over the age of 18, or above the legal age of your jurisdiction, whichever is greater.Events
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