Terms & Conditions
1. Introduction
1.1 These Terms of Use (“Terms”) govern your access to and use of the City Protocol ecosystem (the “Platform”), including any:
Web or mobile interfaces, dashboards, or applications;
Smart contracts, on‑chain modules, and protocols;
APIs, SDKs, and AI agentic tooling;
IP issuance, scaling, and strategy modules;
Documents, resources, and services (collectively, the “Services”).
1.2 City Protocol is an infrastructure layer for IP capital markets that aims to enable creators and communities to:
Launch IP‑linked projects and tokens;
Use AI‑powered tooling to scale content and culture;
Structure and manage IP strategy and financialization;
Participate in open, on‑chain IP ecosystems.
1.3 By accessing, connecting a wallet to, or using any part of the Platform or Services, or by indicating your acceptance electronically (e.g., clicking “Accept”, “I agree”, or similar), you (“you”, “User”) agree to be bound by these Terms and all incorporated policies.
1.4 If you do not agree with these Terms, you must not use the Platform or Services.
2. Legal Status and Relationship
2.1 No Custody; Non‑Custodial Protocol (If Applicable) To the extent the Platform consists of non‑custodial smart contracts and tools that you interact with directly via your own self‑custodial wallet:
You maintain control of your private keys;
You are solely responsible for your wallet security and on‑chain transactions.
City Protocol does not hold, manage, or control your assets on your behalf unless explicitly stated otherwise in a separate agreement.
2.2 No Broker, Dealer, Exchange, or Adviser (Unless Explicitly Licensed) Unless expressly disclosed otherwise in a separate, jurisdiction‑specific agreement or regulatory notice:
City Protocol does not operate as a broker‑dealer, securities exchange, alternative trading system, investment adviser, or asset manager;
No part of the Platform is intended to constitute investment, legal, or tax advice or to provide personalized recommendations.
2.3 DAO / Foundation / Company Structure Where the Platform is developed, governed, or maintained by a combination of:
One or more companies, foundations, or non‑profit entities; and/or
A decentralized community or DAO;
References in these Terms to “City Protocol”, “we”, or “us” mean the relevant responsible entity or entities as designated in the Platform’s legal imprint or contact page, and, where applicable, contributors acting within that framework.
3. Eligibility and User Obligations
3.1 Minimum Age You may use the Platform only if you:
Are at least the age of majority in your jurisdiction (typically 18 years or older); and
Have full legal capacity to enter into binding contracts.
3.2 Prohibited Jurisdictions You must not use the Platform if:
You are located in, ordinarily resident in, or accessing the Platform from a jurisdiction where your use would violate any applicable law or regulation (including, without limitation, jurisdictions subject to comprehensive sanctions or crypto bans); or
You are a person or entity listed on, or owned/controlled by someone on, any applicable sanctions lists (e.g., OFAC SDN List, EU Consolidated Sanctions List, UK HMT Sanctions List, or UN sanctions lists).
3.3 Compliance with Laws You are solely responsible for ensuring that your use of the Platform complies with all applicable laws, regulations, and rules, including but not limited to:
Securities, commodities, and financial services laws (e.g., in the US and EU);
Anti‑money laundering (AML), counter‑terrorist financing (CTF), KYC and sanctions rules;
Tax laws and reporting obligations;
Consumer, privacy, and data protection laws.
3.4 User Representations and Warranties
By using the Platform, you represent and warrant that:
You meet the eligibility criteria set out in these Terms;
You are not using the Platform for any illegal purpose;
Any information you provide to us is accurate, complete, and up to date;
You act on your own behalf and not as an agent for any undisclosed third party.
4. Nature of the Platform and Services
4.1 Infrastructure and Tooling Only
City Protocol provides infrastructure and tools for:
Launching, managing, and scaling IP‑related projects and tokens;
Designing and implementing IP strategy and tokenomics;
Coordinating creators, fans, and communities;
Enabling programmable ownership and IP‑linked value flows on‑chain.
4.2 No Guarantee of Outcomes
We do not guarantee:
That any creator, IP, project, or token will succeed commercially;
That liquidity, price, or demand will exist for any digital asset;
Any particular performance, return, or economic outcome.
4.3 Third‑Party and Community Content
The Platform may allow use, display, or integration of third‑party content, IP, and tools, or content created by other Users, including but not limited to:
Creator IP, projects, characters, worlds, and stories;
AI‑generated assets, scripts, images, or designs;
External protocols, DEXs, marketplaces, and wallets.
We do not control, endorse, or assume responsibility for any third‑party or user‑generated content. Interacting with such content is solely at your own risk.
5. Tokens and Digital Assets
5.1 General Information Only
Any description of tokens, IP units, or other digital assets within the Platform is informational and does not constitute:
An offer to sell or solicitation to buy securities or any regulated product;
Investment, financial, or legal advice.
5.2 Regulatory Characterization
The regulatory status of digital assets is evolving and may differ across jurisdictions. Depending on your location, certain tokens or activities may be deemed:
Securities or other financial instruments;
E‑money, crypto‑assets, or similar regulated products.
You are solely responsible for understanding and complying with the laws that apply to you. You should seek independent professional advice before acquiring, holding, or using any tokens.
5.3 Risk of Loss
All transactions involving digital assets involve high risk. Among others:
Prices and liquidity are extremely volatile;
Smart contracts and protocols may contain bugs or vulnerabilities;
Network congestion, forks, or failures may impact your transactions;
You may lose some or all of the value of your digital assets.
You should never use funds you cannot afford to lose and should carefully evaluate your risk tolerance.
6. KYC / AML and Compliance Measures
6.1 KYC/AML
City Protocol and/or any associated entity or service provider may implement KYC/AML checks or other compliance measures where required by law or internal policy, including:
Collecting and verifying identity documents;
Screening against sanctions and watch lists;
Monitoring transactional activity to meet regulatory obligations.
6.2 Right to Deny or Terminate Access
We may, at any time and at our sole discretion, restrict, suspend, or terminate your access to all or part of the Platform if:
We suspect you are in breach of these Terms or any applicable law;
Required by law, regulation, or by a competent authority;
It is reasonably necessary to prevent fraud, abuse, or risk to other Users or to the integrity of the Platform.
7. Your Responsibilities
You are solely responsible for:
Wallet security: Safeguarding your private keys, seed phrases, and device access. Loss of private keys may result in permanent loss of your assets;
Transaction review: Carefully reviewing transaction details, gas fees, and smart contract interactions before signing;
Backups: Maintaining secure backups of wallets and any authentication methods;
Tax obligations: Determining and fulfilling any tax or reporting obligations relating to your activities and digital assets.
8. Intellectual Property
8.1 City Protocol IP
Unless otherwise indicated, City Protocol and/or its licensors own all rights, title, and interest in and to:
The Platform and Services, including code, design, and architecture;
The City Protocol brand, logos, trademarks, and trade dress;
Documentation, guides, and other proprietary materials.
Subject to these Terms, we grant you a limited, revocable, non‑exclusive, non‑transferable license to use the Platform solely for its intended purposes and strictly in accordance with these Terms.
8.2 Creator and Third‑Party IP
Creators and third parties may use the Platform to tokenize, license, or otherwise structure their own intellectual property, including characters, universes, brands, or other creative works. Unless explicitly granted, you do not acquire ownership of such IP, and your rights are limited to:
The rights granted by the relevant creator or project (e.g., via a license, NFT terms, or project‑specific documentation);
Any rights granted under applicable open‑source or open‑content licenses, if applicable.
8.3 User Content
If you upload, submit, or otherwise make content available through the Platform (“User Content”), you:
Represent that you have all necessary rights and permissions to do so;
Grant City Protocol a worldwide, non‑exclusive, royalty‑free, sublicensable license to use, host, store, reproduce, display, and distribute such content solely for operating, improving, and promoting the Platform and Services.
9. Prohibited Uses
You agree not to:
Use the Platform for any illegal, fraudulent, or malicious purpose;
Attempt to circumvent security, access controls, or protocol rules;
Introduce malware, exploits, or otherwise compromise smart contracts or infrastructure;
Use automated bots in a manner that degrades or disrupts the Platform;
Infringe the rights (including IP and privacy rights) of others;
Engage in market manipulation, wash trading, front‑running, or other abusive practices.
10. Disclaimers
10.1 No Warranty
To the maximum extent permitted by applicable law, the Platform and Services are provided on an “as is” and “as available” basis, without warranties of any kind, whether express, implied, statutory, or otherwise, including but not limited to warranties of:
Merchantability, fitness for a particular purpose, non‑infringement;
Accuracy, reliability, availability, or error‑free operation.
10.2 Technology Risks
You acknowledge that:
Smart contracts and blockchain networks may contain vulnerabilities;
Transactions may be irreversible and final;
The Platform may integrate or rely on third‑party protocols or infrastructure that City Protocol does not control;
Software updates, governance decisions, or forks may materially affect how the Platform operates.
You assume full responsibility and risk for your use of the Platform and any interaction with digital assets.
11. Limitation of Liability
11.1 Exclusion of Certain Damages
To the maximum extent permitted by applicable law, City Protocol and its officers, directors, employees, contractors, developers, and affiliates will not be liable for any:
Indirect, incidental, special, punitive, or consequential damages;
Loss of profits, business, revenue, data, goodwill, or opportunities;
Loss or corruption of digital assets or inability to access them;
arising out of or in connection with your use of, or inability to use, the Platform or Services, even if advised of the possibility of such damages.
11.2 Cap on Liability
Where liability cannot be excluded, City Protocol’s total aggregate liability to you arising out of or in connection with the Platform and these Terms will be limited, to the maximum extent permitted by law, to the greater of:
USD 100 (or equivalent in local currency); or
The total fees (if any) paid by you directly to City Protocol for use of the Services in the [12] months preceding the event giving rise to the claim.
11.3 Local Consumer Rights
Some jurisdictions, including certain EU Member States, do not allow the exclusion or limitation of certain types of liability. In such cases, the limitations above apply only to the extent permitted by applicable law, and nothing in these Terms will limit your statutory rights.
12. Indemnification
You agree to indemnify, defend, and hold harmless City Protocol and its officers, directors, employees, contractors, developers, and affiliates from and against any and all claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys’ fees) arising out of or related to:
Your use of the Platform or Services;
Your violation of these Terms or any applicable law;
Any breach of your representations or warranties;
Your infringement of any third‑party right, including IP or privacy rights.
13. Data Protection and Privacy
13.1 Data Minimization
The Platform is designed, where feasible, to operate in a non‑custodial and privacy‑respecting manner, minimizing collection of personal data. However, certain functions (e.g., KYC/AML, account systems, support) may require processing personal data.
13.2 Privacy Notice
Any processing of personal data will be governed by our Privacy Policy, which forms part of these Terms. The Privacy Policy will describe:
What data we collect and why;
The legal bases for processing (e.g., contract, legitimate interest, legal obligation, consent);
Your rights under applicable laws such as the EU GDPR and, where relevant, US state laws (e.g., CCPA/CPRA).
13.3 On‑Chain Data
Transactions and interactions with public blockchains are public and permanent. Such on‑chain data is not controlled or erasable by City Protocol, and may not be considered “personal data” in the traditional sense. You should not use the Platform to record information on‑chain that you consider confidential or sensitive.
14. Changes to the Platform and Terms
14.1 Platform Changes
We may, at any time and without prior notice, modify, suspend, or discontinue any part of the Platform or Services, including to:
Implement upgrades or improvements;
Address security vulnerabilities;
Comply with legal or regulatory requirements.
14.2 Amendment of Terms
We may amend these Terms from time to time. When we do, we will update the “Last Updated” date at the top and, where legally required, provide additional notice (e.g., prominent notice on the site or via email, if applicable).
Continued use of the Platform after the effective date of any changes constitutes your acceptance of the updated Terms.
15. Governing Law and Dispute Resolution
15.1 Governing Law
Unless otherwise required by mandatory local law, these Terms and any dispute arising out of or in connection with them shall be governed by and construed in accordance with the laws of England.
without giving effect to any conflict of laws principles.
15.2 Dispute Resolution
Before initiating any formal legal proceedings, you agree to first attempt to resolve the dispute informally by contacting us at: product@cityprotocol.co
If the dispute is not resolved within [60] days of submission:
It may be submitted to binding arbitration or to the courts of the governing law jurisdiction, as specified in a separate arbitration clause (if you choose to include one) or applicable consumer law.
15.3 Consumers in the EU/UK
If you are a consumer residing in the EU or UK, you may have the right to bring proceedings in the courts of your country of residence and to rely on mandatory consumer protection provisions of that country’s laws. These Terms are not intended to limit such mandatory rights.
16. Miscellaneous
16.1 Entire Agreement
These Terms, together with any referenced policies (e.g., Privacy Policy, Cookie Policy, protocol‑specific or token‑specific terms), constitute the entire agreement between you and City Protocol with respect to the use of the Platform.
16.2 Severability
If any provision of these Terms is found to be invalid or unenforceable, that provision will be enforced to the maximum extent permissible, and the remaining provisions will remain in full force and effect.
16.3 No Waiver
No waiver of any provision of these Terms shall be deemed a further or continuing waiver of that provision or any other provision. Our failure to assert any right or provision shall not constitute a waiver.
16.4 Assignment
You may not assign or transfer any of your rights or obligations under these Terms without our prior written consent. We may assign or transfer our rights and obligations under these Terms without restriction, including in connection with a merger, acquisition, restructuring, or sale of assets.
16.5 Contact
If you have any questions about these Terms or the Platform, you may contact us at: product@cityprotocol.co
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