Terms and Conditions of BlockJane Records NFT Use

Please read carefully the following terms of use (the “Terms and Conditions”) of Sara Scruton doing business as BlockJane Records (hereinafter “BlockJane”). These Terms are applicable for all purchases or downloads of the Non-Fungible Tokens created by BlockJane Records (the “NFT”) and distributed via the OpenSea platform or any other similar platform (the “NFT Platform”).  Your access to and use of any NFT is subject to the Terms and Conditions. If you do not agree with one or more of these terms, we ask you not purchase the NFT. You are deemed to have accepted these terms if you purchase, use or access the NFT and/or its components.  Any further sale of the NFT by you must include these Terms and Conditions.

BlockJane’s License

When you purchase an NFT originating from BlockJane and upon confirming the NFT on the blockchain, you are provided with a non-exclusive, transferrable, license agreement between you, a single user, and BlockJane during the time you own the NFT and subject to your compliance with these Terms and Conditions.  As part of this license you are granted a royalty free, non-exclusive license, on a global basis for the full copyright protection period (unless earlier terminated) in the component loops, samples, sound effects, and/or patches, or any variations thereof, both singularly and as a collection for commercial and non-commercial use exclusively in a derivative work created by you.  Only the original purchaser of the NFT has the right to embody and utilize the component parts of the NFT within their work (otherwise known as a “derivative work”) and you have the right to continue to exploit the work you created after you sell the NFT. 

Any copyright in and to the contents of the NFT remain the property of BlockJane or its Licensor (the “Copyright Holder”) and are licensed to you only for use in the creation of a live or recorded performance that includes the licensed samples as part of a derivative musical or visual work created by you, the licensed end user.  All rights of BlockJane Records and/or the Copyright Holder are reserved.  For avoidance of doubt, copying, duplication, lending or re-selling of the component parts of the NFT, in whole or part, are strictly prohibited.  No moral rights are waived by BlockJane.

You are not the owner of the copyright of the NFT from BlockJane. However, your use of the NFT and its component parts is permitted without first obtaining a separate license from the Copyright Holder provided that you modify the samples or component parts within a musical context and do not present them as isolated works. Similarly, any NFT which is a rhythm loop sample must also be combined with other types of samples or sounds to effectively form a new composition or derivative work, in a manner that is clear and distinct from the isolated rhythm loop itself.  You shall not challenge the Copyright Holder’s copyright ownership in the NFT nor any part thereof.

This license expressly forbids the copying, lending, duplicating, sublicensing, trading, resale, rental, loan, gift or transfer of any part of the NFT or a copy thereof, in any format or via any medium, to another person or company, except in accordance with a permitted use contained herein in a derivative work created by you. You may not electronically transfer the NFT or place the NFT in a file-sharing or service bureau operation or a computer/sampler network other than to re-sell the NFT via the same NFT Platform from which you purchased it originally.  You may not use the NFT, nor any part thereof, in any way that associates the NFT with hatred, racial or gender intolerance cruelty or otherwise infringes on the rights of others.

The purchased NFT may not be included, whether modified or as part of a derivative work, in any musical library or sample library product.

If you wish to obtain any rights not expressly granted as part of these terms, please contact BlockJane Records.  Any grant of rights above and beyond these Terms and Conditions must be in writing and signed by you and the authorized signatory for BlockJane Records.

Any unlicensed usage will be prosecuted to the maximum extent possible by law.

If you remix the component parts of the NFT to create a new sound recording, you must retain the original title of the Work but may add a designation after the title similar to: Name of Original Track (“User” Remix).  Any metadata or other credit for the musical composition (the song) in such a remix must state that the sole songwriter is Sara Scruton. 

Termination.

BlockJane Records may terminate your rights in a purchased NFT upon written notice to you if it believes you have breached any of these Terms and Conditions.   Upon such termination you must return, destroy, remove, delete, and cease all use of the identified purchased NFT. No refunds shall be granted for such terminations.  

Indemnification.

You agree to defend, indemnify and hold BlockJane Records harmless from and against any claims, damages, liabilities, costs and expenses, including reasonable attorney’s fees, arising out of your breach of these Terms and Conditions and/or misuse, deliberate or otherwise of the NFT, or any part thereof, and/or violation of the rights purchased pursuant to this Agreement.

Limitation of Liability

IN NO EVENT WILL BLOCKJANE OR ITS SUPPLIERS OR LICENSORS BE LIABLE FOR ANY DAMAGES SUFFERED BY YOU, EITHER DIRECTLY OR INDIRECTLY, AS A RESULT OF THE USE OR INABILITY TO USE THE NFT OR ITS COMPONENT PARTS  OR THE PRODUCTS DELIVERED THEREBY.   TO THE EXTENT THAT IN A PARTICULAR CIRCUMSTANCE ANY DISCLAIMER OR LIMITATION ON DAMAGES OR LIABILITY SET FORTH HEREIN IS PROHIBITED BY APPLICABLE LAW, THEN, INSTEAD OF THE PROVISIONS HEREOF IN SUCH PARTICULAR CIRCUMSTANCE, BLOCKJANE RECORDS SHALL BE ENTITLED TO THE MAXIMUM DISCLAIMERS AND/OR LIMITATION ON DAMAGES AND LEGALITY AVAILABLE AT LAW OR IN EQUITY BY SUCH APPLICABLE LAW IN SUCH PARTICULAR CIRCUMSTANCE, AND IN NO EVENT SHALL SUCH DAMAGES OR LIABILITY EXCEED US $10.   ALL BLOCKJANE PRODUCTS AND INFORMATION ARE PROVIDED TO YOU ON AN “AS IS” “AS AVAILABLE” BASIS WITHOUT WARRANTY OF ANY KIND EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. BLOCKJANE RECORDS MAKES NO WARRANTY AS TO THE ACCURACY, COMPLETENESS, CURRENCY, OR RELIABILITY OF ANY CONTENT AVAILABLE THROUGH THE NFT PLATFORM VIA WHICH THE NFT WAS PURCHASED OR ACQUIRED. YOU ARE RESPONSIBLE FOR VERIFYING ANY INFORMATION BEFORE RELYING ON IT. USE OF THE NFT PLATFORM AND THE BLOCKJANEP RODUCTS AVAILABLE ON THE NFT PLATFORM IS AT YOUR SOLE RISK.  BLOCKJANE RECORDS MAKES NO REPRESENTATIONS OR WARRANTIES THAT USE OF THE NFT PLATFORM WILL BE UNINTERRUPTED OR ERROR-FREE.

BLOCKJANE RECORDS SPECIFICALLY DISCLAIMS ANY LIABILITY, WHETHER BASED IN CONTRACT, TORT, STRICT LIABILITY OR OTHERWISE, FOR ANY DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL, OR SPECIAL DAMAGES ARISING OUT OF OR IN ANY WAY CONNECTED WITH ACCESS TO OR USE OF THE NFT PLATFORM, EVEN IF BLOCKJANE RECORDS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, INCLUDING BUT NOT LIMITED TO RELIANCE BY ANY PARTY ON ANY CONTENT OBTAINED THROUGH THE USE OF THE NFT PLATFORM, OR THAT ARISES IN CONNECTION WITH MISTAKES OR OMISSIONS IN, OR DELAYS IN TRANSMISSION OF, INFORMATION OR CONTENT TO OR FROM THE USER, INTERRUPTIONS IN TELECOMMUNICATIONS CONNECTIONS TO THE NFT PLATFORM OR VIRUSES, WHETHER CAUSED IN WHOLE OR IN PART BY NEGLIGENCE, ACTS OF GOD, TELECOMMUNICATIONS FAILURE, THEFT OR DESTRUCTION OF, OR UNAUTHORIZED ACCESS TO THE WEBSITE, OR RELATED INFORMATION OR PROGRAMS.

Objectionable Material

When accessing the NFT Platform, you understand that you may encounter material that may be deemed objectionable, indecent, or offensive, which material may or may not be identified as having explicit language or text, graphic designs, and/or photographs. You agree to use the NFT Platform at your own risk and BlockJane Records shall have no liability to you for material that may be found objectionable, indecent, or offensive.

Hyperlinks

Hyperlinks in the NFT Platform are provided for your convenience only. These links do not imply an endorsement of any linked sites or an affiliation with their owners or operators. BlockJane has no control over the content of any linked site. This content is the sole responsibility of the owner or operator of the linked site.

Software Viruses and Malware

BlockJane makes reasonable efforts to ensure that its NFTs are virus- and malware-free, but does not guarantee that this is the case. You are responsible for the entire cost of any service, repairs or corrections necessary as a result of the use of the NFT.

Trademarks and Copyrights

BlockJane and related words and logos as well as the names of other products or services of BlockJane are trade names, trademarks or registered trademarks and the intellectual property of BlockJane.  Any unauthorized use of any of these trade names or trademarks is prohibited.  

All contents of the NFT are © BlockJane Records 2022 (or the applicable year) or its licensors. All rights reserved.

Privacy and Use of Personal Information

You have read the NFT Platform’s privacy policy.  You consent to the collection, use and disclosure of your personal information by BlockJane or its agents or representatives in accordance with the terms of and for the purposes set forth in the privacy policy

Price and Payment Terms 

You agree to pay for all for-fee NFTs that you purchase through the NFT Platform and adhere to all payment terms set out by the NFT Platform.

BlockJane Records may, at its discretion, modify, suspend, or discontinue its presence on the NFT Platform (or any part or content thereof) at any time with or without notice to you, and BlockJane Records will not be liable to you or to any third party should it exercise such rights.

All sales are final and all charges from those sales are nonrefundable. BlockJane Records will not refund any fees for NFTs or services that you purchase and then fail to download, unless such failure is caused solely by the negligence or gross misconduct of BlockJane Records.

Export Controls

The NFTs offered by BlockJane Records may be subject to U.S. export and control laws and regulations, including the Export Administration Regulations (“EAR”) maintained by the U.S. Department of Commerce, trade and economic sanctions maintained by the Treasury Department’s Office of Foreign Assets Control (“OFAC”), and the International Traffic in Arms Regulations (“ITAR”) maintained by the Department of State.

You warrant that you are (1) not located in Cuba, Iran, North Korea, Sudan, or Syria, and (2) are not a denied party as specified in the regulations listed above.  You agree to comply with all applicable export and re-export control laws and regulations, including the EAR, trade and economic sanctions maintained by OFAC, and the ITAR. Specifically, you agree that you shall not – directly or indirectly – sell, export, re-export, transfer, divert, or otherwise dispose of any products, software, or technology (including products derived from or based on such technology) received from BlockJane Records under these Agreements to any destination, entity, or person prohibited by the laws or regulations of the United States, without obtaining prior authorization from the competent government authorities as required by those laws and regulations. This export control clause shall survive termination or cancellation of these Agreements.

Entire Agreement

These terms set forth the entire agreement of the parties with respect to its subject matter. These terms may not be altered, supplemented, or amended by the use of any other documents. Any attempt to alter, supplement or amend this document or to enter an order for products that are subject to additional or altered terms and conditions will be null and void. These terms may be changed by BlockJane at any time, in its so sole discretion without prior notice, with respect to any future sales or transactions with you.

General

The relationship between BlockJane and you will be that of independent contractors, and neither of us nor any of our respective officers, agents or employees will be held or construed to be partners, joint ventures, fiduciaries, employees or agents of the other as a result of these Terms and Conditions or your use of this Website. The failure of BlockJane to assert a right hereunder or to insist upon compliance with any term or condition will not constitute a waiver of that right where excuse any subsequent nonperformance of any such term or condition by you. The headings used in these terms are included for convenience only and will not limit or otherwise affect these terms. If any provision of these terms will be ruled unenforceable, then the remainder will be enforced to the extent permissible. This Website is not intended for use by children under the age of 18. Use of the NFT Platform is void where prohibited by applicable law.

Governing Law

These Terms and Conditions shall be deemed to have been made in Ontario, Canada and its validity, construction and effect shall be governed exclusively by the laws applicable to agreements wholly performed therein. In the event of any dispute arising out of and resulting from this Agreement, such dispute will be subject to the sole jurisdiction of the competent courts of the City of Toronto, Ontario, Canada. You also waive any defense of inconvenient forum to the maintenance of any such action or proceeding.  The United Nations Convention on Contracts for the International Sale of Goods and the U.S. Uniform Commercial Code are expressly excluded from the operation of these Terms and Conditions.

Customer Support and Information

Please contact please contact us at: sara@ninaflower.com for assistance with questions about your purchase.

Effective date: August 18, 2022