You are entering into a binding agreement with Dazzle Ship, LLC ("Dazzle Ship" or "we") and, by participating, agree to accept and abide by: (1) these Broadside Book Terms ("Broadside Book Terms"); (2) the Broadside NFT Terms, (3) our Terms of Service; and (4) our Privacy Policy (collectively, the "Terms").
Any capitalized terms used but not defined in these Broadside Book Terms have the meanings set forth in the Terms of Service or Broadside NFT Terms. In the event of a conflict between these Broadside Book Terms and any other applicable Terms, these Broadside Book Terms shall prevail.
Please carefully review all of the Terms. If you don't agree with the Terms, you may not access, use, or purchase any Custom Book NFTs (defined below) or related Utility or participate in the Official eBook (defined below) (collectively, the "Offer").
For more information on the Offer, please visit www.br0ads1de.com.
Subject to and in accordance with these Broadside Book Terms, Dazzle Ship is offering you, as an eligible member of its community:
Book NFTs will be available to mint or purchase through the Services for a limited period of time, as determined by Dazzle Ship in its sole discretion, only to eligible participants through the "merge and bind" procedure set forth below.
Grant to Dazzle Ship. By minting or attempting to mint a Book NFT, or otherwise submitting any Contributions to Dazzle Ship through the Services, you hereby grant Dazzle Ship a perpetual, irrevocable, worldwide, and sublicensable right (but not the obligation) to reproduce, distribute, perform, prepare derivative works based upon, and otherwise use and exploit Your PFP and your Contributions in any and all media, whether existing now or later created, in connection with the Custom eBook and Official eBook, including to promote the Custom eBook, Official eBook, and Dazzle Ship's business. Such rights include, but are not limited to, the right: (1) to incorporate, fictionalize, and portray Your PFP, including its name, serial number, and avatar, in any event, situation, incident, fictionalization, portrayal, or scenario in connection with the Custom eBook and Official eBook as determined by Dazzle Ship in its sole discretion; (2) incorporate, feature, and display the Contributions in the Official eBook; and (3) manufacture, distribute, publicly display, sell, merchandize, prepare derivative works based upon, and publicly perform the Custom eBook and Official eBook or any portion thereof either for commercial or non-commercial purposes and authorize others to do the same. With respect to the forgoing uses of your Contributions, you hereby waive all rights, if any, of droit moral or "moral rights" or any similar rights or principles of law throughout the universe, if any, now or hereafter known. You acknowledge that all creative and artistic decisions related to the Custom eBook and Official eBook shall be made by Dazzle Ship in its sole discretion.
Grant to Book NFT Owner. Subject to your acceptance of, and continued compliance with, the Terms, upon lawfully acquiring a Custom Book NFT and, for so long as you own such Custom Book NFT, we grant to you a limited, worldwide, non-exclusive, non-assignable, non-sublicensable, royalty-free license to: (1) download, access, print, and use one or more copies of the Custom eBook associated with the Custom Book NFT; (2) publicly and privately display the Custom eBook at any size for non-commercial purposes; (3) market, promote, advertise, and sell the Custom Book NFT; and (4) create and sell physical copies of the Custom eBook.
Restrictions. You may not edit, modify, or otherwise change or alter the Custom eBook or any portion or component thereof at any time or in any manner whatsoever. The Custom eBook must remain "as is" and "as provided" at all times, including in connection with the creation and sale of any physical copies thereof. Except as expressly permitted herein (i.e., to create and sell physical copies of the Custom eBook without making any changes), you may not make commercial use of any Custom eBook or any part thereof, including, for example, by licensing the Custom eBook, minting or selling NFTs associated with the Custom eBook, or otherwise commercially exploiting the Custom eBook or any derivative thereof.
Trademarks. These Broadside Book Terms do not grant you any rights in or to any Dazzle Ship TM Rights, all of which are expressly reserved to Dazzle Ship. You hereby agree that any Dazzle Ship TM Rights you purport to acquire, together with any associated goodwill, shall automatically, immediately, and at your expense be assigned to Dazzle Ship.
All Other Rights Reserved. All rights not expressly granted herein including, without limitation, any storylines, character names, or backstories related to any Broadside Characters, NFTs, the Custom eBook, or the Official eBook, or are reserved by Dazzle Ship.
Contributions may not: (1) be sexually explicit or suggestive; (2) contain profanity or be otherwise obscene or patently offensive; (3) involve hate speech or harass, abuse, insult, harm, defame, slander, disparage, intimidate, threaten, or discriminate against any other person; (4) spread false, deceptive, misleading, otherwise unsubstantiated or unfair information or material; (5) promote any particular political agenda or message; (6) infringe, violate, or misappropriate any intellectual property rights, rights of privacy, rights of publicity, or other rights of any third party; or (7) violate any applicable law, regulation, or Terms. If your Contributions fail to meet these requirements, we may decide not to include them in the Official eBook, and you will forfeit your entitlement to any compensation as set forth below.
For the avoidance of doubt, nothing in the Terms shall require Dazzle Ship to include your Contributions in the Official eBook or any related content or materials at any time, and any inclusion or use of your Contributions, including but not limited to the location, size, predominance, and font, shall be at the sole and exclusive direction of Dazzle Ship.
In exchange for the rights granted to Dazzle Ship herein, and subject to your continued compliance with the Terms, you shall have the right to participate in a pool of proceeds ("Licensor Pool") reserved for eligible participants who submitted Contributions for inclusion in the Official eBook ("Qualified Holders"), as follows.
Dazzle Ship shall allocate to the Licensor Pool fifty percent (50%) of Net Profits, where "Net Profits" means all sums actually received by Dazzle Ship from the primary sale of the first official collection of NFTs associated with the Official eBook, to be released on a date and through sales channels determined by Dazzle Ship in its sole and absolute discretion ("Official Book NFTs"), less all production costs, taxes, fees, and expenses incurred by Dazzle Ship in connection therewith.
Beginning on a date and time to be announced by Dazzle Ship in its sole discretion ("Claim Date"), Qualified Holders may connect their Wallet to the Services and claim their portion of Net Profits from the Licensor Pool. To access, claim, or receive any compensation owed or payable hereunder, Qualified Holders may be required to satisfy certain identification and know-your-customer (KYC) requirements.
Any compensation owed or payable hereunder but not claimed by a Qualified Holder within ninety (90) days from the Claim Date shall be deemed forfeited, and Dazzle Ship may thereafter use, spend, or allocate the same in its sole and absolute discretion.
Any compensation paid hereunder shall be paid in the same currency received regardless of any change in value of that currency relative to the U.S. dollar or other currency.
In addition to reaffirming each of your representations and warranties set forth in the applicable Terms, you represent and warrant that: (1) your Contributions and your exercise of the rights granted to you hereunder will comply with all requirements of these Broadside Book Terms; (2) the use of Your PFP and the Contributions you submit, as contemplated herein, will not violate the rights of any third party or any law, decree, judgment, regulation, or contractual or other obligation; (3) you will at all times comply with all applicable Terms and will only use and interact with a Custom eBook, the Official eBook, and any Broadside Characters and NFTs in accordance with all applicable Terms.
You acknowledge and understand that the Custom Book NFTs, Official Book NFTs, Custom eBook(s), and Official eBook may be subject to U.S. and other export control and sanctions laws and regulations, including, without limitation, the Export Administration Regulations and other regulations, rules, and executive orders administered by the Office of Foreign Assets Control of the U.S. Department of the Treasury ("OFAC") the United Nations Security Council ("UNSC"), Her Majesty's Treasury ("HMT"), the European Union or any of its member states, or other relevant sanctions authority, as applicable (collectively, the "Export Controls and Sanctions Laws"). You represent that you are not a Sanctioned Person (as defined below) and agree not to take any action that will cause anyone, including, without limitation, any of the Dazzle Ship Parties, to be in violation of any applicable Export Controls and Sanctions Laws. For purposes of these Terms, "Sanctioned Person" means any government, country, corporation, or other entity, group, or individual with whom or which Export Controls and Sanctions Laws prohibit or restrict a person or entity in the U.S. or your jurisdiction of residence from engaging in transactions, and includes, without limitation, any individual, corporation, or other entity that (1) appears on OFAC's Specially Designated Nationals and Blocked Persons List or other lists maintained by OFAC, UNSC, HMT, the European Union or any of its member states, or other relevant sanctions authority or the U.S. Department of Commerce or similar entity, as each such list may be amended from time to time, or (2) is currently the subject or the target of any comprehensive sanctions laws and regulations.
NON-FUNGIBLE TOKENS, INCLUDING THE EPISODE NFTS AND CUSTOM BOOK NFTS, ARE INTANGIBLE DIGITAL ASSETS THAT EXIST ONLY BY VIRTUE OF THE OWNERSHIP RECORD MAINTAINED ON THE ETHEREUM (OR OTHER APPLICABLE) BLOCKCHAIN. ANY TRANSFER OF OWNERSHIP THAT MIGHT OCCUR IN ANY CUSTOM BOOK NFT OR EPISODE NFT OCCURS ON THE DECENTRALIZED LEDGER WITHIN THE APPLICABLE BLOCKCHAIN, WHICH DAZZLE SHIP DOES NOT CONTROL.
DAZZLE SHIP WILL NOT BE RESPONSIBLE OR LIABLE TO YOU FOR ANY LOSS IN CONNECTION WITH ANY CUSTOM BOOK NFT AND TAKES NO RESPONSIBILITY FOR, AND WILL NOT BE LIABLE TO YOU FOR, ANY USE OF OR INABILITY TO USE OR ACCESS ANY NFTS, INCLUDING BUT NOT LIMITED TO ANY LOSSES, DAMAGES, OR CLAIMS ARISING FROM: (I) USER ERROR SUCH AS FORGOTTEN PASSWORDS, INCORRECTLY CONSTRUCTED TRANSACTIONS, OR MISTYPED WALLET ADDRESSES; (II) THE BEHAVIOR OR OUTPUT OF ANY SOFTWARE, PROTOCOL, NODE SERVER ERROR OR FAILURE, OR DATA LOSS OR CORRUPTION; (III) ANY FEATURES, DEVELOPMENT, ERRORS, OR OTHER ISSUES WITH BLOCKCHAIN NETWORKS, SMART CONTRACTS, OR WALLETS; (IV) UNAUTHORIZED ACCESS TO ANY NFT; OR (V) THE ACTS OR OMISSIONS OF ANY THIRD PARTY.
SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES IN CONSUMER CONTRACTS, SO THE ABOVE EXCLUSION MAY NOT APPLY TO YOU.
Should any portion of these Broadside Book Terms be rendered void, invalid, or unenforceable by any court of competent jurisdiction, the remaining provisions shall nevertheless be binding upon the parties.
Any provision of these Broadside Book Terms that by its nature would extend beyond its expiration or termination shall remain in effect in perpetuity or until fulfilled.
Dazzle Ship reserves the right to clarify or amend these Broadside Book Terms by publicly publishing a new version of them, including, but not limited to, on www.br0ads1de.com or any successor or affiliated website.
These Broadside Book Terms will transfer and be binding upon and will inure to the benefit of the parties and their permitted successors and assigns.
These Broadside Book Terms, together with the Terms incorporated herein, constitute the entire agreement, and supersede any and all prior or contemporaneous representations, understandings, and agreements, between the parties with respect to the subject matter of these Broadside Book Terms, all of which are hereby merged herein. Without limitation, the terms of any other document, publication, course of dealing, or course of trade will not modify these Broadside Book Terms, except as expressly provided herein.
Failure to promptly enforce a provision of these Broadside Book Terms or any rights related to the Custom eBook, Official eBook, or any NFTs will not be construed as a waiver of such provision or rights.
Nothing contained in these Broadside Book Terms will be deemed to create, or be construed as creating, a joint venture or partnership between the parties. Neither party is, by virtue of these Broadside Book Terms or otherwise, authorized as an agent or legal representative of the other party. Neither party is granted any right or authority to assume or to create any obligation or responsibility, express or implied, on behalf or in the name of the other party. Nothing contained in these Broadside Book Terms will be deemed to create any third-party beneficiary right upon any third party whatsoever.
Neither party will be afforded or denied preference in the construction of these Broadside Book Terms, whether by virtue of being the drafter or otherwise.
If you have any questions, would like to provide feedback, or would like more information about the Offer, please feel free to email us at broadside@dazzleship.com.