Blockcities is a platform that runs on the Ethereum network, and Solana network for our Virtual Earth, using specially-developed smart contracts (each, a “Smart Contract”) to enable users to use a suite of blockchain based tools for the tokenization, rental and sale of physical assets. The Smart Contracts and the Site are collectively referred to in these Terms as the “Platform”.
Please read these terms carefully before using the Platform, the smart Contracts, or the site. These terms govern your use of the Platform, the smart Contracts, And the site, unless we have executed a separate written agreement with you for that purpose. We are only willing to make the Platform, the smart contracts, and the site Available to you if you accept all of these terms. By using the Platform, the smart Contracts, the site, or any part of them, or by clicking “I accept” below or Indicating your acceptance in an adjoining box, you are confirming that you understand and agree to be bound by all of these terms. If you are accepting these Terms on behalf of a company or other legal entity, you represent that you have the legal authority to accept these terms on that entity’s behalf, in which case “you” will mean that entity. If you do not have such authority, or if you do not accept all of these terms, then we are unwilling to make the Platform, the smart contracts, or the site available to you. If you do not agree to these terms, you may not access or use the Platform, the smart contracts, or the site.
We have utilized Smart Contracts to develop utility and security tokens in Blockcities. In addition to utility and security tokens, Blockcities has developed a Virtual Earth that utilizes the Solana “SOL” token for all purchases within the Virtual Earth. Virtual Earth property owners are entitled to a share in the fee collected by Blockcities (.5%) for future transactions occurring within the cities owned.
2. The Platform
To most easily use the Platform, you must first install the Google Chrome web browser. Once you have installed Chrome, you will need to install a browser extension called MetaMask. MetaMask is an electronic wallet, which allows you to purchase (either directly via Coinbase if you are in the United States, or via other third party sites), store, and engage in transactions using Ethereum cryptocurrency. You will not be able to engage in any transactions on the Platform other than through MetaMask (or other compatible browsers). The Platform will only recognize you as a user, and you will only be able to interact with the Platform, if your Ethereum electronic wallet is connected and unlocked through your MetaMask account. There is no other way to sign up as a user, or to interact directly with the Platform.
Transactions that take place on the Platform are managed and confirmed via the Ethereum blockchain. You understand that your Ethereum public address will be made publicly visible whenever you engage in a transaction on the Platform.
Blockcities does not own nor control MetaMask, Coinbase, Google Chrome, the Ethereum network, or any other third party site, product, or service that you might access, visit, or use for the purpose of enabling you to use the various features of the Platform. We will not be liable for the acts or omissions of any such third parties, nor will we be liable for any damage that you may suffer as a result of your transactions or any other interaction with any such third parties.
You must provide accurate and complete registration information when you create an account for the Platform. By creating an account, you agree to provide accurate, current and complete account information about yourself, and to maintain and promptly update as necessary your account information. You are responsible for the security of your account and your MetaMask wallet (and other Ethereum wallets and accounts). If you become aware of any unauthorized use of your password or of your account with us, you agree to notify us immediately at info@Blockcities.com.
3. Fees and Payment
If you elect to purchase or sell virtual property, any financial transactions that you engage in will be conducted solely through the Ethereum network via MetaMask or Solana network utilizing a Solana compatible wallet. We will have no insight into or control over these payments or transactions, nor do we have the ability to reverse any transactions. With that in mind, we will have no liability to you or to any third party for any claims or damages that may arise as a result of any transactions that you engage in via the Platform, or using the Smart Contracts, or any other transactions that you conduct via the Ethereum network, Solana network or related wallets.
Ethereum requires the payment of a transaction fee (a “Gas Fee”) for every transaction that occurs on the Ethereum network. The Gas Fee funds the network of computers that run the decentralized Ethereum network. This means that you will need to pay a Gas Fee for each transaction that occurs on the Platform. In addition to the Gas Fee, each time you utilize a Smart Contract to conduct a transaction with another user via the Platform, you authorize us to collect a commission of 3% of the total value of that transaction (each, a “Commission”). You acknowledge and agree that the Commission will be transferred directly to us through the Ethereum network as part of your payment. We will not collect a Commission for interactions that do not involve our Platform.
As between us, you will be solely responsible to pay any and all sales, use, value-added and other taxes, duties, and assessments (except taxes on our net income) now or hereafter claimed or imposed by any governmental authority (collectively, “Taxes”) associated with your use of the Platform (including, without limitation, any Taxes that may become payable as the result of your purchase, ownership or sale of BLKCT tokens or Virtual Earth property. Except for income taxes levied on Blockcities Inc., you: (I) will pay or reimburse us for all national, federal, state, local or other taxes and assessments of any jurisdiction, including value added taxes and taxes as required by international tax treaties, customs or other import or export taxes, and amounts levied in lieu thereof based on charges set, services performed or payments made hereunder, as are now or hereafter may be imposed under the authority of any national, state, local or any other taxing jurisdiction; and (ii) shall not be entitled to deduct the amount of any such taxes, duties or assessments from payments made to us pursuant to these Terms.
4. Ownership Restrictions
You acknowledge and agree that we (or, as applicable, our licensors) own all legal rights, title and interest in and to all elements of the Platform, and all intellectual property rights therein. The visual interfaces, graphics (including, without limitation, all art and drawings associated with Blockcities), design, systems, methods, information, computer code, software, services, “look and feel”, organization, compilation of the content, code, data, and all other elements of the Platform (collectively, “Blockcities Materials”) are owned by Blockcities Inc., and are protected by copyright, trade dress, patent, and trademark laws, international conventions, other relevant intellectual property and proprietary rights, and applicable laws.
All Blockcities Materials are the copyrighted property of Blockcities or its licensors, and all trademarks, service marks, and trade names contained in the Blockcities Materials are proprietary to Blockcities or its licensors. Except as expressly set forth herein, your use of the Platform does not grant you ownership of or any other rights with respect to any content, code, data, or other materials that you may access on or through the Platform. We reserve all rights in and to the Blockcities Materials not expressly granted to you in the Terms. For the sake of clarity, you understand and agree: (I) that your “purchase” of Virtual Property or BLKCT tokens does not give you any rights or licenses in or to the Blockcities materials other than those expressly contained in these Terms; and (II) that you do not have the right to reproduce, distribute, or otherwise commercialize any elements of the Blockcities Materials (including, without limitation, our copyright in and to the art and drawings associated) in any way without our prior written consent in each case, which consent we may withhold in our sole and absolute discretion. You may choose to submit comments, bug reports, ideas or other feedback about the Platform, including without limitation about how to improve the Platform (collectively, “Feedback”). By submitting any Feedback, you agree that we are free to use such Feedback at our discretion and without additional compensation to you, and to disclose such Feedback to third parties (whether on a non-confidential basis, or otherwise). You hereby grant us a perpetual, irrevocable, nonexclusive, worldwide license under all rights necessary for us to incorporate and use Feedback for any purpose.
You agree that you are responsible for your own conduct while accessing or using the Platform, and for any consequences thereof. You agree to use the Platform only for purposes that are legal, proper and in accordance with these Terms and any applicable laws or regulations. By way of example, and not as a limitation, you may not, and may not allow any third party to: (I) send, upload, distribute or disseminate any unlawful, defamatory, harassing, abusive, fraudulent, obscene, or otherwise objectionable content; (II) distribute viruses, worms, defects, Trojan horses, corrupted files, hoaxes, or any other items of a destructive or deceptive nature; (III) impersonate another person (via the use of an email address or otherwise); (IV) upload, post, transmit or otherwise make available through the Platform any content that infringes the intellectual proprietary rights of any party; (v) use the Platform to violate the legal rights (such as rights of privacy and publicity) of others; (VI) engage in, promote, or encourage illegal activity (including, without limitation, money laundering); (VII) interfere with other users’ enjoyment of the Platform; (viii) exploit the Platform for any unauthorized commercial purpose; (IX) modify, adapt, translate, or reverse engineer any portion of the Platform; (X) remove any copyright, trademark or other proprietary rights notices contained in or on the Platform or any part of it; (XI) reformat or frame any portion of the Platform; (XII) display any content on the Platform that contains any hate-related or violent content or contains any other material, products or services that violate or encourage conduct that would violate any criminal laws, any other applicable laws, or any third party rights; (XIII) use any robot, spider, site search/retrieval application, or other device to retrieve or index any portion of the Platform or the content posted on the Platform, or to collect information about its users for any unauthorized purpose; (XIV) create user accounts by automated means or under false or fraudulent pretenses; or (XV) access or use the Platform for the purpose of creating a product or service that is competitive with any of our products or services.
You may terminate these Terms at any time by canceling your account on the Platform and discontinuing your access to and use of the Platform. You will not receive any refunds if you cancel your account, or otherwise terminate these Terms. You agree that we, in our sole discretion and for any or no reason, may terminate these Terms and suspend and/or terminate your account(s) for the Platform. You agree that any suspension or termination of your access to the Platform may be without prior notice, and that we will not be liable to you or to any third party for any such suspension or termination. If we terminate these Terms or suspend or terminate your access to or use of the Platform due to your breach of these Terms or any suspected fraudulent, abusive, or illegal activity, then termination of these Terms will be in addition to any other remedies we may have at law or in equity. Upon any termination or expiration of these Terms, whether by you or us, you may no longer have access to information that you have posted on the Platform or that is related to your account, and you acknowledge that we will have no obligation to maintain any such information in our databases or to forward any such information to you or to any third party.
You expressly understand and agree that your access to and use of the Platform and Virtual Earth is at your sole risk, and that the Platform is provided “As is” and “As available” without warranties of any kind, whether express or implied. To the fullest extent permissible pursuant to applicable law, we, our subsidiaries, affiliates, and licensors make no express warranties and hereby disclaim all implied warranties regarding the Platform and any part of it (including, without limitation, the site, any smart contract, or any external websites), including the implied warranties, non-infringement, correctness, accuracy, or reliability. Without limiting the generality of the foregoing, we, our subsidiaries, affiliates, and licensors do not represent or warrant to you that: (I) your access to or use of the Platform will meet your requirements, (II) your access to or use of the Platform will be uninterrupted, timely, secure or free from error, (III) usage data provided through the Platform will be accurate, (III) the Platform or any content, services, or features made available on or through the Platform are free of viruses or other harmful components, or (IV) that any data that you disclose when you use the Platform will be secure. Some jurisdictions do not allow the exclusion of implied warranties in contracts with consumers, so some or all of the above exclusions may not apply to you.
You accept the inherent security risks of providing information and dealing online over the internet, and agree that we have no liability or responsibility for any breach of security unless it is due to our gross negligence. We will not be responsible or liable to you for any losses you incur as the result of your use of the Ethereum or Solana networks, or the related electronic wallets, including but not limited to any losses, damages or claims arising from: (A) user error, such as forgotten passwords or incorrectly construed smart contracts or other transactions; (B) server failure or data loss; (C) corrupted wallet files; (D) unauthorized access or activities by third parties, including but not limited to the use of viruses, phishing, or other means of attack against the Platform, network, or electronic wallets.
Blockcities tokens are intangible digital assets that exist only by virtue of the ownership record maintained on the Ethereum network. All smart contracts are conducted and occur on the decentralized ledger within the Ethereum platform. We have no control over and make no guarantees or promises with respect to smart contracts.
Blockcities Inc. is not responsible for losses due to blockchains or any other features of the Ethereum or Solana network or the electronic wallets, including but not limited to late report by developers or representatives (or no report at all) of any issues with the blockchain supporting the network, including forks, technical node issues, or any other issues having fund losses as a result.
7. Limitation of Liability
You understand and agree that we, our subsidiaries, affiliates, and licensors Will not be liable to you or to any third party for any indirect, incidental, Special, consequential, or exemplary damages which you may incur, howsoever caused And under any theory of liability, including, without limitation, any loss of Profits (whether incurred directly or indirectly), loss of goodwill or business Reputation, loss of data, cost of procurement of substitute goods or services, or Any other intangible loss, even if we have been advised of the possibility of such Damages.
You agree that our total, aggregate liability to you for any and all claims arising out of or relating to these terms or your access to or use of (or your inability to access or use) any portion of the Platform, whether in contract, tort, strict liability, or any other legal theory, is limited to the greater of (A) the amounts you actually paid us under these terms in the 12 month period preceding the date the claim arose, or (B) $100.
You acknowledge and agree that we have made the Platform available to you and entered into these terms in reliance upon the warranty disclaimers and limitations of Liability set forth herein, which reflect a reasonable and fair allocation of risk Between the parties and form an essential basis of the bargain between us. We would not be able to provide the Platform to you without these limitations. Some jurisdictions do not allow the exclusion or limitation of incidental or Consequential damages, and some jurisdictions also limit disclaimers or limitations of liability for personal injury from consumer products, so the above limitations may not apply to personal injury claims.
8. Assumption of Risk
You accept and acknowledge each of the following:
The prices of blockchain assets are extremely volatile. Fluctuations in the price of other digital assets could materially and adversely affect the value of your token or virtual property, which may also be subject to significant price volatility. We cannot guarantee that any purchasers of tokens or virtual property will not lose money.
You are solely responsible for determining what, if any, taxes apply to your Blockcities-related transactions. Blockcities Inc. is not responsible for determining the taxes that apply to your transactions on the Platform, Virtual Earth, NFT Marketplace, Site, or Smart Contracts.
There are risks associated with using an Internet-based currency, including, but not limited to, the risk of hardware, software and Internet connections, the risk of malicious software introduction, and the risk that third parties may obtain unauthorized access to information stored within your wallet. You accept and acknowledge that Blockcities Inc. will not be responsible for any communication failures, disruptions, errors, distortions or delays you may experience when using the Ethereum or Solana networks, however caused.
A lack of use or public interest in the creation and development of distributed ecosystems could negatively impact the development of the Blockcities ecosystem, and therefore the potential utility or value of a token.
The regulatory regime governing blockchain technologies, cryptocurrencies, and tokens is uncertain, and new regulations or policies may materially adversely affect the development of the Blockcities ecosystem, and therefore the potential utility or value of a Blockcities token and Virtual Property.
Upgrades by Ethereum or Solana to the platform, a hard fork, or a change in how transactions are confirmed on the platform may have unintended, adverse effects on all blockchains using the ERC-20 standard, SPL standard and token ecosystem.
You agree to hold harmless and indemnify Blockcities and its subsidiaries, affiliates, officers, agents, employees, advertisers, licensors, suppliers or partners from and against any claim, liability, loss, damage (actual and consequential) of any kind or nature, suit, judgment, litigation cost, and attorneys’ fees arising out of or in any way related to (I) your breach of these Terms, (II) your misuse of the Platform, or (III) your violation of applicable laws, rules or regulations in connection with your access to or use of the Platform. You agree that Blockcities Inc. will have control of the defense or settlement of any such claims.
10. External Sites
The Platform may include hyperlinks to other websites or resources (collectively, “External Sites”), which are provided solely as a convenience to our users. We have no control over any External Sites. You acknowledge and agree that we are not responsible for the availability of any External Sites, and that we do not endorse any advertising, products or other materials on or made available from any External Sites. Furthermore, you acknowledge and agree that we are not liable for any loss or damage which may be incurred as a result of the availability or unavailability of the External Sites, or as a result of any reliance placed by you upon the completeness, accuracy or existence of any advertising, products or other materials on, or made available from, any External Sites.
11. Changes to the Platform
We may make changes to the Terms from time to time. When we make changes, we will make the updated Terms available on the Platform and update the “Last Updated” date at the beginning of these Terms accordingly. Please check these Terms periodically for changes. Any changes to the Terms will apply on the date that they are made, and your continued access to or use of the Platform after the Terms have been updated will constitute your binding acceptance of the updates. If you do not agree to any revised Terms, you may not access or use the Platform.
13. Dispute Resolution
All disputes arising out of or in connection with these Terms, including without limitation your access or use of the Platform, the Site, or the Smart Contracts, or to any products sold or distributed through the Platform, the Site, or the Smart Contracts, will be referred to and finally resolved by arbitration under the rules of JAMS. The case will be adjudicated by a single arbitrator and will be administered by JAMS in accordance with its applicable rules. Each party will cover its own fees and costs associated with the arbitration proceedings; however, if the arbitrator finds that you cannot afford to pay the fees and costs reasonably associated with the arbitration proceedings, Blockcities Inc. will pay them for you. The place of arbitration will be Salt Lake City, Utah. You may choose to have the arbitration conducted by telephone, based on written submissions.
The language of the arbitration will be English. The award of the arbitrator will be final and binding, and any judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction. Notwithstanding the foregoing, Blockcities Inc. may seek and obtain injunctive relief in any jurisdiction in any court of competent jurisdiction, and you agree that these Terms are specifically enforceable by Blockcities Inc. through injunctive relief and other equitable remedies without proof of monetary damages.
With respect to any dispute arising out of or related to these terms, including without limitation disputes related to the Platform, the site, the smart contracts, or any products sold or distributed through the Platform, the site, or the smart contracts: (I) you hereby expressly give up your right to have a trial by jury; and (II) you hereby expressly give up your right to participate as a member of a class of claimants in any lawsuit, including but not limited to class action lawsuits involving any such dispute.
These Terms constitute the entire legal agreement between you and Blockcities Inc., govern your access to and use of the Platform, and completely replace any prior or contemporaneous agreements between the parties related to your access to or use of the Platform, whether oral or written. There are no third party beneficiaries to these Terms. The parties are independent contractors, and nothing in these terms create any agency, partnership, or joint venture. The language in these terms will be interpreted as to its fair meaning, and not strictly for or against any party. You may not assign any or your rights or obligations under these terms, whether by operation of law or otherwise, without our prior written consent. We may assign our rights and obligations under these terms in our sole discretion to an affiliate, or in connection with an acquisition, sale or merger. Should any part of these terms be held invalid or unenforceable, that portion shall be construed consistent with applicable law and the remaining portions will remain in full force and effect. Our failure to enforce any provision of these terms will not be deemed a waiver of such provision, nor of the right to enforce such provision. These Terms will be governed by and construed in accordance with the laws of the State of Utah and the federal laws of the United States applicable therein, excluding its conflicts of law rules and principles.
You agree that we may provide you with notices (including, without limitation those regarding changes to these Terms) by email, regular mail, or postings on the Platform. By providing us with your email address, you consent to our using the email address to send you any notices required by law in lieu of communication by postal mail.