Last Updated: October 9, 2023

These DAOGEN Terms (these “Terms“) constitute a legally binding agreement made between DAOGEN (or the “Company“) and you (or the “User“), concerning User access to the DAOGEN.ai website (the “Site“) as well as any other media form, media channel, mobile website, or mobile application related, linked, or otherwise connected thereto (collectively, the “Site“).

DAOGEN’s Services

The Site, accessible via https://daogen.ai (and any associated domains or subdomains), serves as a unique digital platform allowing an end user, referred to hereafter as the “User“, to:

1. Site Navigation: Browse, explore, and interact with the various features available on the platform.
2. Avatar Creation and Minting: Craft, mint, and distribute AI-generated Avatars. Users, known as “Builders“, can produce these Avatars, engage with them, and potentially earn DAOGEN tokens for their active participation and contributions to the DAOGEN universe.
3. Narrative Participation: Engage as “Directors” in the platform’s narrative adventures. Directors play a pivotal role in shaping the unfolding DAOGEN stories, contributing to and impacting the direction of the narratives.
4. Revenue from Merchandise: Directors also have the potential to share in the revenues derived from sales of authorized DAOGEN merchandise associated with the narrative Chapters they help create.
5. AI Avatar Acquisition: Users have the opportunity to acquire AI Avatars, either by crafting them themselves or by purchasing them from other Users, thereby integrating them into the DAOGEN narratives.
6. NFT Minting and Sales: DAOGEN offers services that enable the minting of Avatars as NFTs. These NFTs can be sold and bought on established NFT marketplaces, potentially involving cryptocurrency transactions beyond just DAOGEN tokens. These transactions might hold monetary value, and the specifics of such interactions are detailed in the sections below.

These provisions, functions, and facilities are collectively termed the “Services.”

You agree that by accessing the Site, you have read, understood, and agree to be bound by all of these Terms. If you do not agree with all of these Terms, then you are expressly prohibited from using the Site, and you must discontinue use immediately.

Supplemental terms or documents that may be posted on the Site from time to time are hereby expressly incorporated herein by reference. DAOGEN reserves the right, in our sole discretion, to make changes or modifications to these Terms at any time and for any reason. DAOGEN 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 Site after the date such revised Terms are posted.

The information provided on the Site is not intended for distribution to or use by any person or entity in any jurisdiction or country where such distribution or use would be contrary to law or regulation or which would subject DAOGEN to any registration requirement within such jurisdiction or country. Accordingly, those persons who choose to access the Site from other locations do so on their own initiative and are solely responsible for compliance with local laws, if and to the extent local laws are applicable.

DEFINITIONS

Definitions and Defined Terms. The terms defined in the preamble have their assigned meanings, and each of the following terms has the meaning assigned to it.

1. “Builder” shall mean a User that crafts unique AI Avatars using generative AI within the DAOGEN ecosystem.
2. “DAOGEN” or the “Company” shall mean the online platform for narrative gaming integrating AI-generated content and Avatars.
3. “DAOGEN Tokens” shall mean the digital representation used within the DAOGEN ecosystem, primarily to indicate participation and contribution. It is important to note that DAOGEN Tokens are not intended to represent any monetary value or expectation thereof.
4. “Director” shall mean a User who crafts narrative adventures and manages individual chapters within the DAOGEN universe.
5. “Chapter” shall mean a distinct narrative segment or adventure within the DAOGEN universe, managed by a Director, and designed to have a beginning and an end.
6. “Disputes” shall mean any dispute, claim, or controversy arising out of or relating to these Terms or the interpretation, breach, termination, enforcement, or validity thereof.
7. “Player” shall mean a User who acquires AI Avatars as NFTs and engages in narrative chapters created by Directors.
8. “Avatar” shall mean a digital character or representation crafted using generative AI within the DAOGEN platform, which can be minted as an NFT.
9. “NFT” (Non-Fungible Token) shall mean a unique digital token that represents ownership or proof of authenticity of a particular item or piece of content, typically using blockchain technology.
10. “User” shall mean any individual who accesses and uses the DAOGEN.ai website, as well as any other media form, media channel, mobile website, or mobile application related, linked, or otherwise connected thereto.
11. “Wallet” shall mean a cryptocurrency wallet compatible with tokens and NFTs supported by DAOGEN.

1. Use of the Site

Eligibility: DAOGEN exclusively grants access to the Site to users who are legally capable of entering into agreements and establishing contractual obligations as recognized by relevant laws. The site is intended for users who are at least 18 years old. Persons under the age of 18 are not permitted to register for or use the Site.

Access to the Site for International Users: International Users who access DAOGEN from regions outside [Your Country of Incorporation, e.g., “United States”], where the Site is hosted, should be aware of the laws or regulations relating to personal data collection, storage, and disclosure that are valid in [Your Country of Incorporation] which might differ from the User’s home country.

Compliance With Terms and Applicable Law: Users must comply with all applicable laws and the rules and policies stipulated in these Terms when using the Site.

License for the Use of the Site: The Site provides Users with technology and other content, which belong solely to DAOGEN or are licensed to DAOGEN. This includes intellectual property and associated rights, any trademarks, and copyrighted works. 

Furthermore:

1. The rights, titles, or interests in and to the technology and content are not licensed to User by these Terms or any other means.
2. DAOGEN grants Users a limited, revocable license to access and utilize the Site for its intended purpose, in compliance with these Terms.
3. DAOGEN reserves the right to block access to the Site from certain IP addresses and unique device identifiers.
4. Users may access and utilize the information on the Site solely for the purposes intended by DAOGEN. Unauthorized copying, downloading, or modifying of the Site’s content is strictly prohibited.

Account Creation:

1. Users may be required to register with the Site. Users agree to keep their passwords confidential and accept responsibility for all activities related to their accounts.
2. DAOGEN reserves the right to remove, reclaim, or change a username if it’s deemed inappropriate or objectionable.
3. Users must maintain the confidentiality of their account, ensuring it’s not shared with third parties. DAOGEN assumes all account activities to belong to the registered user.
4. In the event of any unauthorized access to a user’s account, the User must immediately inform DAOGEN. DAOGEN will not be held responsible for any unauthorized access to a User’s account.
5. After an account’s termination from DAOGEN, the creation of a new account without explicit written permission from DAOGEN is prohibited.

2. Rules for Use of the Site

Restrictions: Users are to access or use the Site exclusively for the purposes for which DAOGEN makes it available. Commercial endeavors that aren’t endorsed or approved by DAOGEN are prohibited on the Site.

As a User of the Site, you agree not to:

1. Retrieve data or content systematically from the Site to compile a collection or directory without our written permission.
2. Engage in any unauthorized use of the Site, including collecting usernames and/or email addresses for sending unsolicited emails.
3. Use the Site to advertise or sell goods and services.
4. Bypass security-related features or measures that prevent or restrict use or copying of any content.
5. Engage in unauthorized framing of or linking to the Site.
6. Mislead DAOGEN or other users, especially to obtain sensitive account information.
7. Engage in any automated system usage like using scripts for comments or messages, or using data mining tools.
8. Interfere with, disrupt, or burden the Site or connected networks.
9. Attempt unauthorized access to any part of the Service.
10. Use the Site in a manner inconsistent with any applicable laws or regulations.

Furthermore, Users agree to or acknowledge the following:

1. Privacy Policy: By using the Site and/or Services, Users consent to DAOGEN collecting, using, and disclosing personal information as outlined in DAOGEN’s Privacy Policy.
2. Monitoring: DAOGEN may, but isn’t obliged to, monitor transactions and communications on the Site and take actions against questionable content.
3. Rules relating to Digital Wallets and Tokens: DAOGEN uses blockchain technology to emit and distribute DAOGEN Tokens. Users must be aware of and remain updated on technical characteristics of such tokens. The use of the Site implies acceptance and acknowledgment of associated risks:
   1. DAOGEN Tokens hold no monetary value outside of the game and are not intended to have any real-world value, neither now nor in the future.
   2. Token transactions triggered via the Services are at the User’s own risk.
   3. DAOGEN holds the exclusive right to make changes or discontinue the issuance of DAOGEN Tokens based on materialized risks. No claims against DAOGEN can arise from such decisions.
   4. DAOGEN Tokens and any other Digital Tokens received are not to be considered as an ownership interest, equity, or security in DAOGEN. They represent no debt or liability from DAOGEN to the User.
4. Interactions between Users: Any interactions between Users are the sole responsibility of the Users. DAOGEN explicitly disclaims any liability related to these interactions.
5. Interactions between Users and DAOGEN: DAOGEN may reach out to Users through various platforms for service delivery purposes, addressing queries, or discussing content aspects.

3. User Representations

By accessing the DAOGEN platform, the User confirms the following:

1. All information provided during registration is accurate, current, and complete, and the User will promptly update such details should there be any changes.
2. They possess the legal capacity to adhere to these Terms.
3. The User is not underage in their jurisdiction.
4. The User won’t access the Site through automated or non-human means, including bots or scripts.
5. The User also confirms that their use of the Site won’t be for unauthorized or illegal purposes and will comply with all relevant regulations.
6. Should any provided information prove to be false, inaccurate, outdated, or incomplete, DAOGEN reserves the right to suspend or terminate the User’s account and decline any present or future use of the Site.

For Builders & Directors Specifically:

1. They confirm ownership or possess the appropriate rights/control over any content, including third-party inclusions, metadata, visuals, or other materials provided to DAOGEN or linked on the platform.
2. Usage of such content on DAOGEN or any associated platforms will not infringe on any rights, including copyrights, trademarks, moral rights, or the rights of any individual or entity, under any jurisdiction.
3. DAOGEN has the authorization to utilize this content per these Terms without facing any conflicting claims or having any further obligations, other than as explicitly outlined in this agreement.

4. User-Generated Contributions

DAOGEN may allow Users to engage in discussions, forums, or other interactive features. Users might also have the capability to create, submit, or share content, including text, visuals, graphics, or other materials (“Contributions“). Such Contributions could be visible to other platform users or even third-party sites.

If Users share any Contributions, they affirm the following:

1. The distribution, creation, display, or any use of their Contributions will not infringe on any proprietary rights: copyright, patent, trademark, or any other rights of a third party.
2. They possess all necessary rights, licenses, and permissions to share their Contributions and authorize DAOGEN and its users to use them as envisioned by the platform and these Terms.
3. If any identifiable individuals are present in the Contributions, the User has their explicit consent to use their likeness or name in any manner as per the Site and these Terms.
4. Contributions are not false, misleading, or deceptive.
5. Contributions are not promotional content, spam, or any unsolicited advertising material.
6. Contributions are respectful and do not contain anything objectionable, harmful, or inappropriate.
7. Contributions are in no way harmful, threatening, or advocate for violence.
8. All Contributions adhere to the applicable law, regulation, or rule.
9. Contributions do not contain derogatory remarks or offensive comments related to race, origin, gender, sexual orientation, or physical handicap.
10. Contributions do not in any way breach or violate these Terms or any of its stipulations.

Any use of the Site in violation of the foregoing violates these Terms and may result in, among other things, termination or suspension of your rights to use the Site.

5. Builder & Director Submissions

Definition: “Builder & Director Submissions” encompass, but are not limited to, any content, which includes text, data, graphics, avatars, narratives, designs, images, video or audio content, hypertext links, and other information that Builders & Directors upload, transmit, or submit to the DAOGEN platform.

The term incorporates:

1. Avatar Content: Unique digital avatars and associated metadata created by Builders.
2. Narrative Content: Story arcs, challenges, chapters, and other narrative structures crafted by Directors.

DAOGEN reserves the right to reject any Builder & Director Submission, at its sole discretion.

License to Builder & Director Submissions: Builders & Directors grant DAOGEN a non-exclusive, transferable, and royalty-free license to utilize, display, incorporate, adapt, and distribute the Builder & Director Submissions within the game environment, associated promotional activities, and any other relevant commercial avenues directly connected to DAOGEN. The license ensures that DAOGEN can fully integrate both avatars and narratives into the game, without differentiation in terms of rights or usage. Any external use of the submissions beyond the platform will require explicit consent from the respective Builder or Director.

Builder & Director Responsibilities: By agreeing to these Terms and using DAOGEN’s services, Builders & Directors accept full responsibility for all submissions uploaded.

They hereby represent and warrant the following:

1. Exclusive ownership or possession of necessary permissions, licenses, and rights from any third parties concerning their Submissions.
2. Their Submissions do not infringe upon any third party’s patent, copyright, trademark, trade secret, moral rights, intellectual property rights, rights of publicity, privacy, or contract rights, or lead to the violation of any law or regulation.
3. They will not use DAOGEN in a manner that violates the rights of any third party. DAOGEN retains the right to terminate User accounts if Builders or Directors infringe or are suspected of infringing on the rights of others.
4. Third Party Obligations: Builders & Directors are solely responsible for obtaining any necessary permissions, licenses, or rights from third parties related to their Submissions. This includes any obligations to compensate, credit, or acknowledge third parties involved in the creation or inspiration of their Submissions.

6. Offered Services

Uploading Avatar and Narrative Content: Users may upload both Avatar and Narrative Content along with any associated metadata or relevant information directly tied to the content. The uploading of content is an intermediary step, and final integration or usage within DAOGEN is subject to further actions or requirements. DAOGEN reserves the right to delete any files that are uploaded but not further utilized, integrated, or minted within a three-month period. Neither DAOGEN nor its affiliates may claim any ownership rights over such content. The User, whether a Builder or Director, maintains discretion over distribution and utilization, ensuring compliance with third-party permissions if necessary.

Minting Content: Builders within DAOGEN have the opportunity to mint their Avatars as Non-Fungible Tokens (NFTs). When minting, the Builder can set a fee for the Avatar and determine royalties for secondary market sales. DAOGEN retains a 20% revenue share from these transactions, with 80% going to the Builder. The minted NFTs, while originating from DAOGEN’s platform, can be bought, sold, or traded on established NFT marketplaces.

Integration Service: DAOGEN will offer Builders and Directors an Integration Service, allowing for the seamless integration of Avatar and Narrative Content within the gaming environment. The specifics of how content is integrated will be subject to the technical and thematic constraints of the game. DAOGEN retains discretion over how and where content is integrated, ensuring it aligns with the game’s objectives and ethos.

E-Commerce Services for Builders and Directors: DAOGEN provides an e-commerce platform, allowing Builders and Directors to create and sell authorized DAOGEN collectibles and merchandise. Each Builder and Director will have their designated e-commerce area. From net revenues generated from these sales, DAOGEN retains 20%, and the remaining 80% goes to the respective Builder or Director.

7. Payment Terms

Site Transactions: DAOGEN incorporates a web3 Wallet solution for all in-platform transactions. Users are required to link a compatible Wallet with their DAOGEN account. Any rewards or revenues from in-game operations, or from NFT transactions, will be distributed to each user’s in-app Wallet, usually in the form of DAOGEN Tokens or the primary in-game currency.

As the Wallet service might come from a third-party provider, users must supply correct and complete wallet details and adhere to the terms and conditions specified by this provider. DAOGEN holds no liability for transactions via the Wallet. For payment inquiries, users should contact the third-party provider directly. It’s crucial for users to update Wallet details in their account settings when necessary.

Given the nature of the web3 Wallet, it’s vital to note that all purchases and transactions are conclusive; no refunds or cancellations will be entertained.

DAOGEN E-Commerce and NFT Rewards: DAOGEN’s reward system aims to bolster its community. Builders and Directors can earn from their e-commerce sales and NFT transactions. While DAOGEN retains a specified percentage from these transactions, the majority goes to the respective Builder or Director. These percentages can be reviewed and may be updated by DAOGEN.

Credit Card Payments: While the core functionalities rely on crypto transactions, basic platform services can be accessed via credit card, expanding DAOGEN’s reach beyond just the crypto-community.

Revenue from NFT Sales: Every quarter, DAOGEN will credit the net income earned from NFT sales, after deducting relevant fees, to the user’s Wallet. Users have the discretion to withdraw these funds either fully or partially. Users bear responsibility for any associated fees like bank charges or currency conversion fees linked to withdrawals.

Payment of Minting Fees: Using DAOGEN to mint NFTs will incur a fee. This fee is deducted from the user’s Wallet, and users must ensure they have sufficient funds. The minting process and the associated fee will be transparently communicated to the user.

Blockchain Fees: Users must understand that DAOGEN has no control over Blockchain Fees that might arise from certain transactions or operations.

Payments to Collaborators: If a user wishes to allocate a portion of in-game rewards or NFT sale proceeds to a collaborator, they must specify this within the platform. This includes identifying the collaborator and assigning a percentage of the rewards. Collaborators will be notified and must confirm to receive their shares. Any inaccuracies or unconfirmed allocations will prevent the finalization of the specified operation.

8. NO WARRANTY BY DAOGEN

THE USE OF THE SITE IS OFFERED “AS IS,” EXEMPTING ANY WARRANTIES, IMPLIED OR EXPLICIT. WITHOUT RESTRICTING THE PREVIOUSLY MENTIONED, DAOGEN EXPRESSLY DECLINES ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR FUNCTION, QUIET ENJOYMENT, AND NON-INFRINGEMENT. DAOGEN DOES NOT GUARANTEE THAT THE SITE WILL BE ERROR-FREE, SECURE, OR CONSTANTLY AVAILABLE. DAOGEN DOES NOT GUARANTEE THE ACCURACY, TRUTHFULNESS, TIMELINESS, OR RELIABILITY OF ANY INFORMATION OR CONTENT ON THE SITE.

DAOGEN IS NOT ACCOUNTABLE FOR ANY LOSS AND IS NOT LIABLE TO USERS FOR ANY USAGE OF THE SITE, INCLUDING ANY LOSSES, DAMAGES, OR CLAIMS ARISING FROM: (I) USER ERRORS SUCH AS FORGOTTEN PASSWORDS OR MISTYPED WALLET ADDRESSES; (II) SERVER FAILURES OR DATA LOSS; (III) UNAUTHORIZED ACCESS; OR (IV) ANY UNAUTHORIZED THIRD PARTY ACTIONS, INCLUDING BUT NOT LIMITED TO VIRUSES, PHISHING, OR OTHER MALICIOUS ACTIVITIES.

DIGITAL TOKENS AND NFTs ARE DIGITAL ASSETS. THEY EXIST ONLY WITHIN THE ASSOCIATED BLOCKCHAIN NETWORK. DAOGEN DOES NOT GUARANTEE THAT IT CAN FACILITATE ANY TRANSFER OR TRANSACTION OF THESE DIGITAL ASSETS. USERS TAKE COMPLETE RESPONSIBILITY FOR VERIFYING THE LEGITIMACY AND AUTHENTICITY OF ASSETS AND TRANSACTIONS.

SOME JURISDICTIONS DO NOT PERMIT THE EXCLUSION OF CERTAIN WARRANTIES, SO SOME OF THE EXCLUSIONS MAY NOT APPLY.

9. LIMITATION OF LIABILITY.

TO THE FULLEST EXTENT ALLOWED BY LAW, DAOGEN, ITS ASSOCIATES, AND THEIR RESPECTIVE MEMBERS, OFFICERS, AND EMPLOYEES SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, OR CONSEQUENTIAL DAMAGES, OR LOSS OF PROFITS OR REVENUES. THIS LIMITATION APPLIES REGARDLESS OF WHETHER THE DAMAGES WERE FORESEEABLE OR WHETHER DAOGEN WAS INFORMED OF THE POSSIBILITY OF SUCH DAMAGES.

10. Indemnification

Users will defend, indemnify, and hold harmless DAOGEN, its affiliates, and their respective members, officers, and employees from any claims, actions, or demands, including reasonable legal fees, arising or resulting from their breach of these Terms or misuse of the platform.

11. Termination of Use of the Site

Both the User and DAOGEN reserve the right to terminate the use of Services. DAOGEN can terminate access for any user if they breach these Terms or engage in illegal activity. Upon termination, users will no longer have access to DAOGEN services or any content or assets associated with their account.

12. Third-Party Websites or Resources

DAOGEN may provide links to third-party resources. DAOGEN is not responsible for the content or services available from these resources. Users are responsible for any risks associated with accessing third-party resources.

13. Compliance with Copyright

DAOGEN respects copyright laws and expects its users to do the same. Users are responsible for ensuring that content uploaded to DAOGEN does not infringe upon the rights of third parties. DAOGEN reserves the right to terminate accounts that violate these rights. If you believe your copyrights or intellectual property rights have been violated, please contact us at “support@daogen.io”.

14. Governing Law and Forum Choice.

This Agreement and any action related to it will be governed by and construed in accordance with the laws of the State of California, without considering its conflict of law provisions. The exclusive jurisdiction for all disputes arising from these Terms or the use of DAOGEN’s platform and any disputes between the User and DAOGEN arising from this Agreement will be the appropriate courts located in the San Mateo County, California. Both DAOGEN and the User waive any objection to jurisdiction and venue in such courts.

15. Miscellaneous Notices:

Any notices or other communications provided by DAOGEN under this Agreement shall be given by contacting the User at the contact information the User has provided on the Site. The User is responsible for updating such contact information. The User may give notice to DAOGEN by contacting DAOGEN at the contact information provided on the Site. Notice is effective upon receipt.

Assignment: DAOGEN may assign this Agreement or any of DAOGEN’s rights under this Agreement and delegate DAOGEN’s obligations herein, either wholly or partly. The User shall not (i) assign this Agreement nor the User’s rights under this Agreement; or (ii) delegate the User’s obligations under this Agreement. Any purported assignment or delegation violating this Section is null and void.

Entire Agreement: This Agreement constitutes the entire agreement, and supersedes all prior representations, understandings, and agreements, between the Parties regarding the subject matter of this Agreement. This Agreement can’t be modified by any other document, dealing, or course of trade, except as explicitly provided in this Agreement or as the Parties may mutually agree in writing.

Force Majeure: Neither Party will be liable for (i) non-performance or (ii) any delay in its performance under this Agreement if caused by events like natural disasters, war, terrorism, riots, or any other similar cause beyond the Party’s reasonable control.

No Waiver: A delay in enforcing a provision of this Agreement will not be construed as a waiver of such provision.

Severability: If any part of this Agreement is deemed invalid or unenforceable by a competent court, that provision is separated from this Agreement, and the remaining provisions remain in effect.

Headings: The headings in this Agreement are for convenience only and do not affect the interpretation or meaning of this Agreement.

For any questions or clarifications regarding these Terms, DAOGEN can be contacted via email at: support@daogen.io