Nouns Builder Terms of Service
Last Updated: March 6, 2023
Thank you for using Nouns Builder (https://nouns.build/
) and Nouns Connect (https://www.nounsconnect.wtf/), collectively a hosted user interface (the “Interface” or “App”) offered by Zora Labs, Inc. (“Zora”, “we”, “us”, or “our”) that provides access to the decentralized and open-source NounsBuilder Protocol (“Protocol”). The Protocol allows users to create and deploy Decentralized Autonomous Organizations (“DAOs”) adopting technical, structural, and governance characteristics modeled after the NounsDAO. The Interface provides one method for accessing the Protocol, but it is not the only way to do so. The underlying code for the Nouns Builder interface is also open source and available at https://github.com/ourzora/nouns-builder
These Terms of Service (“Terms”) outline the conditions by which you may access and use the Interface. Please read these Terms carefully. You agree that by accessing or using the Interface, you signify that you have read, understand, and agree to be bound by all of these Terms. If you do not agree, you are not authorized to access or use the Interface and must discontinue use immediately.
Please be aware that these Terms include provisions governing how to resolve disputes between you and Zora, including a binding arbitration provision and a class action waiver. Please read these provisions carefully.
You are not permitted to access the Interface if you engage in any activity in violation of regulations administered by the US Foreign Asset Control or any other relevant sanctions authorities. This includes if you: (a) are or are acting on behalf of any other person who is (or if you are an entity, you are owned or controlled by any other person who is), identified on any list of prohibited parties, including the U.S. Treasury Department’s Specially Designated Nationals list and Foreign Sanctions Evaders list; or (b) are located, ordinarily resident, organized, established, or domiciled in a jurisdiction that is subject to a comprehensive U.S. embargo.
You must not use any software or networking techniques, including use of a Virtual Private Network (VPN) to modify your internet protocol address or otherwise circumvent or attempt to circumvent this prohibition.
You must be at least 18 years of age to use the Interface. If you are under 18 but at least 13 years old, you may only use the Interface through a parent or guardian’s account and with their approval and oversight.
Terms Updates and Modifications
We reserve the right, in our sole discretion, to make changes or modifications to these Terms at any time and for any reason. We will alert you about any changes by updating the “Last updated” date of these Terms, and you waive any right to receive specific notice of each such change. It is your responsibility to periodically review these Terms to stay informed of updates. You will be subject to, and will be deemed to have been made aware of and to have accepted, the changes in any revised Terms by your continued use of the Interface after the date such revised Terms are posted. If you do not agree with any modifications to these Terms, you must immediately stop accessing and using the Interface.
Services Provided by the Interface
The Interface is distinct from the Protocol and simply provides a means for accessing the Protocol. The Protocol is comprised of a set of smart contracts on the Ethereum blockchain which allow users to create and deploy Nouns-model DAOs. The Protocol is maintained by Builder DAO and the Builder developer community. Zora does not control or operate the Protocol. Rather, the Interface simplifies interaction with the Protocol to provide a user-friendly method to create and manage DAOs through the Protocol. Specifically:
- Nouns Builder allows creators to easily generate a Nouns-style DAO with the user’s preferred characteristics and attributes and utilizing the Interface’s DAO governance features, while
- Nouns Connect is a tool that allows DAOs to easily connect a Nouns-style DAO’s treasury to decentralized applications (“Dapps”) to more efficiently and effectively perform on-chain operations.
In order to access certain functionality, you must connect third party non-custodial wallet software (a “Wallet”) to the Interface. By connecting a Wallet to the Interface, you agree to abide by the terms and conditions of the applicable Wallet provider. We do not provide a Wallet service and do not at any time have custody, possession, or control over your NFTs, digital assets, or any other contents in your Wallet.
Intellectual Property Rights
The Interface and its contents are our proprietary property and content, and all source code, functionality, software, website designs, audio, video, text, photographs, and graphics on the Interface are owned or controlled by us or licensed to us. Provided that you are eligible to use the Interface, and subject to your compliance with these Terms, you are granted a limited, non-exclusive, non-transferable, non-sublicensable license to access and use the Interface.
For the avoidance of doubt, we do not have any ownership rights or control over the Protocol. All of the Protocol is completely open source. and such software is made available to you under the terms of the applicable licenses. Please review the applicable licenses for the Protocol here.
No Legal or Financial Advice
Nothing in the Interface or Protocol or otherwise provided by Zora, or the developers or contributors to the Interface or the Protocol, is intended to be legal or financial advice. Please consider consulting a lawyer and a financial advisor before proceeding, as creation and operation of a DAO may implicate tax, regulatory, and other considerations. By proceeding, you confirm that you have either received independent legal and financial advice on this issue, or that you understand the potential risks and have consciously chosen not to obtain such advice. You agree that you are solely and entirely responsible for compliance with all laws and regulations that may apply to you.
As a user of the Interface, you agree not to engage in, or attempt to engage in, any of the following categories of prohibited activity in relation to your access and use of the Interface:
- Intellectual Property Infringement.Activity that infringes on or violates any copyright, trademark, service mark, patent, right of publicity, right of privacy, or other proprietary or intellectual property rights under the law.
- Cyberattack.Activity that seeks to interfere with or compromise the integrity, security, or proper functioning of any computer, server, network, personal device, or other information technology system, including (but not limited to) the deployment of viruses and denial of service attacks. This also includes activity that circumvents, disables, or otherwise interferes with security-related features of the Interface.
- Fraud and Misrepresentation.Activity that seeks to defraud us or any other person or entity, including (but not limited to) providing any false, inaccurate, or misleading information in order to unlawfully obtain the property of another.
- Abuse.Activity that uses the services to interact with the Protocol that is intended to harass, abuse, intimidate or violate the legal rights or privacy of any person.
- Any Other Unlawful Conduct.Activity that violates any applicable law, rule, or regulation of the United States or another relevant jurisdiction, including (but not limited to) the restrictions and regulatory requirements imposed by U.S. law.
Third Party Materials
The Interface may contain information from and links to third-party services, applications, Dapps, or resources (collectively “Third Party Materials”) and may enable you to access and connect to Dapps. We provide access to Third Party Materials only as a convenience to you and do not have control over their content, do not warrant or endorse, and are not responsible for the availability or legitimacy of the content, products, or services on or accessible from those Third Party Materials (including any related websites, resources, or links displayed therein). We make no warranties or representations, express or implied, about such Third Party Materials, the third parties they are owned and operated by, the information contained on them, or the suitability of their products and services. Use of any Third Party Materials is subject to any terms and conditions governing the Third Party Materials.
You acknowledge sole responsibility for and assume all risk arising from your use of any Third Party Materials. Third Party Materials, such as Dapps may provide access to assets which have high risks of illiquidity, devaluation, lockup, or loss. Zora shall not bear any liability, whatsoever, for any damage caused by any Third-Party Materials. You should use care in linking your DAO with any Third-Party Materials or otherwise providing any third-parties or Dapps with access to your DAO or DAO treasury.
for additional information about our data collection and usage.
Interface Modifications and Interruptions
We reserve the right to change, modify, or remove the contents of the Interface at any time or for any reason at our sole discretion without notice. However, we have no obligation to update any information on the Interface. We also reserve the right to modify or discontinue all or part of the Interface without notice at any time. We will not be liable to you or any third party for any modification, suspension, or discontinuance of the Interface.
We cannot guarantee the Interface will be available at all times. We may experience hardware, software, or other problems or need to perform maintenance related to the Interface, resulting in interruptions, delays, or errors. We reserve the right to change, revise, update, suspend, discontinue, or otherwise modify the Interface at any time or for any reason without notice to you. You agree that we have no liability whatsoever for any loss, damage, or inconvenience caused by your inability to access or use the Interface during any downtime or discontinuance of the Interface. Nothing in these Terms will be construed to obligate us to maintain and support the Interface or to supply any corrections, updates, or releases in connection therewith.
THE INTERFACE IS PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. TO THE FULLEST EXTENT PERMITTED BY LAW, WE DISCLAIM ANY REPRESENTATIONS AND WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING (BUT NOT LIMITED TO) THE WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. YOU ACKNOWLEDGE AND AGREE THAT YOUR USE OF THE INTERFACE IS AT YOUR OWN RISK. WE DO NOT REPRESENT OR WARRANT THAT ACCESS TO THE INTERFACE WILL BE CONTINUOUS, UNINTERRUPTED, TIMELY, OR SECURE; THAT THE INFORMATION CONTAINED IN THE INTERFACE WILL BE ACCURATE, RELIABLE, COMPLETE, OR CURRENT; OR THAT THE INTERFACE WILL BE FREE FROM ERRORS, DEFECTS, VIRUSES, OR OTHER HARMFUL ELEMENTS. NO ADVICE, INFORMATION, OR STATEMENT THAT WE MAKE SHOULD BE TREATED AS CREATING ANY WARRANTY CONCERNING THE INTERFACE. WE DO NOT ENDORSE, GUARANTEE, OR ASSUME RESPONSIBILITY FOR ANY ADVERTISEMENTS, OFFERS, OR STATEMENTS MADE BY THIRD PARTIES CONCERNING THE INTERFACE.The Interface is provided on an "AS IS" and "AS AVAILABLE" basis. TO THE FULLEST EXTENT PERMITTED BY LAW, WE DISCLAIM ANY REPRESENTATIONS AND WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING (BUT NOT LIMITED TO) THE WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. You acknowledge and agree that your use of the Interface is at your own risk. We do not represent or warrant that access to the Interface will be continuous, uninterrupted, timely, or secure; that the information contained in the Interface will be accurate, reliable, complete, or current; or that the Interface will be free from errors, defects, viruses, or other harmful elements. No advice, information, or statement that we make should be treated as creating any warranty concerning the Interface. We do not endorse, guarantee, or assume responsibility for any advertisements, offers, or statements made by third parties concerning the Interface.
We make no warranties or representations, express or implied, about linked ThirdParty Materials, the third parties they are owned and operated by, the information contained on them, assets available through them, or the suitability, privacy, or security of their products or services. You acknowledge sole responsibility for and assume all risk arising from your use of ThirdParty Materials, third party websites, applications, or resources, including risk of loss for assets traded through such third party services. We shall not be liable under any circumstances for damages arising out of or in any way related to software, products, services, and/or information offered or provided by third parties and accessed through the Interface including any Dapps.
Similarly, by interacting with the Protocol, you acknowledge that the Protocol is experimental and is provided on an “AS IS” and “AS AVAILABLE” basis without warranties of any kind. You acknowledge that the Protocol may not meet your requirements, may not be current or error-free, and that errors or defects may not be corrected, and that your use of the IProtocol is at your own risk. While we contributed to the initial code for the Protocol, we do not own or control the Protocol. Upgrades and modifications to the Protocol are managed by the Builder DAO community. We do not endorse, guarantee, or assume responsibility for any advertisements, offers, or statements made by third parties concerning the Protocol.
There are no guarantees that a Nouns-model DAO makes sense for your project, or that these tools will work exactly as intended. We encourage you to do your own research prior to utilizing the Interface to create and manage a Nouns-model DAO.
Limitation of Liability
IN NO EVENT SHALL WE, ANY OF OUR OFFICERS, DIRECTORS, EMPLOYEES, CONTRACTORS, AGENTS, AFFILIATES, OR SUBSIDIARIES BE LIABLE TO YOU OR ANY RELATED PARTY FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY, PUNITIVE, OR OTHER DAMAGES OF ANY KIND, INCLUDING DAMAGES FOR BUSINESS INTERRUPTION, LOSS OF USE, DATA BREACH, REVENUE OR PROFIT, COST OF CAPITAL, LOSS OF BUSINESS OPPORTUNITY, LOSS OF GOODWILL, OR FEDERAL, STATE, OR OTHER REGULATORY LIABILITY, REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE AND WHETHER OR NOT WE WERE ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT SHALL OUR AGGREGATE LIABILITY TO YOU EXCEED THE TOTAL AMOUNT YOU PAID TO US TO ACCESS THE INTERFACE OR USD $100.00, WHICHEVER IS GREATER.
IN NO EVENT SHALL BUILDER DAO, OR ANY DEVELOPERS, ENTITIES OR CONTRIBUTORS TO THE CREATION OR MAINTENANCE OF THE PROTOCOL BE LIABLE TO YOU OR ANY RELATED PARTY FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY, PUNITIVE, OR OTHER DAMAGES OF ANY KIND, INCLUDING DAMAGES FOR BUSINESS INTERRUPTION, LOSS OF USE, DATA BREACH, REVENUE OR PROFIT, COST OF CAPITAL, LOSS OF BUSINESS OPPORTUNITY, LOSS OF GOODWILL, OR FEDERAL, STATE, OR OTHER REGULATORY LIABILITY, REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE AND WHETHER BUILDER DAO, OR PARTIES CONTRIBUTING TO THE DEVELOPMENT OF THE PROTOCOL WERE ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
Some jurisdictions do not allow the exclusion of certain warranties or the limitation or exclusion of certain liabilities and damages. Accordingly, some of the disclaimers and limitations set forth in this Agreement may not apply to you. This limitation of liability shall apply to the fullest extent permitted by law.
These Terms and your use of the Interface are governed by and construed in accordance with the laws of the State of California applicable to agreements made and to be entirely performed within the State of California, without regard to its conflict of law principles.
We will use our best efforts to resolve any potential disputes through informal, good faith negotiations. If a potential dispute arises, you must contact us by sending an email email@example.com
so that we can attempt to resolve it without resorting to formal dispute resolution. If we aren't able to reach an informal resolution within sixty days of your email, then you and we both agree to resolve the potential dispute according to the process set forth below
Any claim or controversy arising out of or relating to the Interface, these Terms, or any other acts or omissions for which you may contend that we are liable, including (but not limited to) any claim or controversy as to arbitrability ("Dispute"), shall be finally and exclusively settled by arbitration under the Commercial Arbitration Rules of the American Arbitration Association ("AAA") and, where appropriate, the AAA’s Supplementary Procedures for Consumer Related Disputes ("AAA Consumer Rules"), both of which are available at the AAA website: www.adr.org. You understand that you are required to resolve all Disputes by binding arbitration. The arbitration shall be held on a confidential basis before a single arbitrator, who shall be selected pursuant to the AAA Consumer Rules and, where appropriate, limited by the AAA Consumer Rules. The arbitration will be held in San Francisco, California unless you and we both agree to hold it elsewhere. Unless we agree otherwise, the arbitrator may not consolidate your claims with those of any other party. Any judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction.
Class Action and Jury Trial Waiver
All Disputes against us must be brought in your individual capacity and not as a plaintiff in or member of any purported class action, collective action, private attorney general action, or other representative proceeding. This provision applies to class arbitration. You and we both agree to waive the right to demand a trial by jury.
These Terms and any policies or operating rules posted by us on the Interface or in respect to the Interface constitute the entire agreement and understanding between you and us. Our failure to exercise or enforce any right or provision of these Terms shall not operate as a waiver of such right or provision. These Terms operate to the fullest extent permissible by law. We may assign any or all of our rights and obligations to others at any time. We shall not be responsible or liable for any loss, damage, delay, or failure to act caused by any cause beyond our reasonable control. If any provision or part of a provision of these Terms is determined to be unlawful, void, or unenforceable, that provision or part of the provision is deemed severable from these Terms and does not affect the validity and enforceability of any remaining provisions. There is no joint venture, partnership, employment or agency relationship created between you and us as a result of these Terms or use of the Interface. You agree that these Terms will not be construed against us by virtue of having drafted them. You hereby waive any and all defenses you may have based on the electronic form of these Terms and the lack of signing by the parties hereto to execute these Terms.