Sponsorship Terms

The Block
Sponsorship General Terms and Conditions
Last Updated: October 30, 2025

These Sponsorship General Terms and Conditions (the “Terms”) shall govern the provision of services by Block Bond Holdings, Inc., a Delaware corporation (“the Block”) to the entity or person identified on the Order Form and / or Invoice (as applicable) as the purchaser (“Customer”). The Block and Customer may be referred herein individually as a “Party” and collectively as the “Parties”. All capitalized terms used but not defined herein shall have the respective meanings ascribed to them under the Order Form or Invoice. The Order Form, Invoice (if applicable) and these Terms are collectively referred to as the “Agreement”. Customer affiliates may enter into separate Order Forms with The Block for the services hereunder, provided that Customer shall remain jointly and severally liable for such affiliate’s obligations under the Agreement.

Intellectual Property

1. 1. Except for the Customer Materials (as defined below), all media and content, including sponsored content, shall remain the sole and exclusive property of the Block, unless ownership or license rights to such content is expressly granted in an Order Form.
  2. Customer and its licensors are, and shall remain, the sole and exclusive owners of all right, title, and interest in and to any documents, data, content, and other materials provided to The Block by Customer, including computer programs, reports, and specifications (collectively, “Customer Materials”), including all intellectual property rights therein. Notwithstanding the foregoing, the Block shall own all right, title, and interest in and to any derivative works, compilations, adaptations, or other materials created by or for the Block that incorporate or are based upon any Customer Materials (“Derivative Works”), including all intellectual property rights therein. For clarity, Customer retains all ownership rights in its underlying Customer Materials (including logos, trademarks, and other proprietary content) that may be incorporated into such Derivative Works.
  3. Nothing in this Agreement grants any right, title or interest in or any intellectual property rights in any content or other materials of any type from third parties that are not the sole property of the Block (“Third Party Materials”). All right, title and interest in and to Third Party Materials are and will remain with the respective rights holders in the Third Party Materials.
  4. Customer grants the Block a non-exclusive, royalty-free, worldwide license to use Customer’s trademarks, trade names, logos, slogans, and other provided materials solely for the purpose of fulfilling the Agreement.
  5. Customer warrants that it owns or has full legal rights to all trademarks, logos, and promotional materials it provides. Customer further warrants that such materials do not infringe upon any third-party intellectual property rights.

Editorial Discretion; Right to Modify or Remove

1. 1. The Block retains sole editorial discretion over the form, substance, timing and distribution of all content, except as set forth in the applicable Order Form.
  2. The Block reserves the right, at any time and for any reason, including, but not limited to, legal concerns, reputational risk, community standards violation, third-party content complaints or takedown notices, breach of the Agreement, or changes in editorial standards, to remove, modify, or temporarily or permanently de-platform content. No refund shall be due unless content was never published. Customer agrees to remove or modify sponsored content, if hosted on Customer’s platform, at request of the Block for any reason, including community standards violation, legal concerns, or reputational risk.
  3. Customer shall not have any right to approve, revise, or influence the editorial content of any media in which its sponsorship appears, unless otherwise expressly agreed in writing for a specific campaign or asset.
  4. The Block retains full creative and editorial discretion over content tone, format, guests, and subjects. Customer acknowledges that creative content may include opinions, satire, or commentary that is subjective in nature, and hereby waives any claim for reputational harm arising therefrom.
  5. Customer shall not publish or disseminate any content which mentions the Block that constitutes or could reasonably be interpreted as investment advice, financial advice, or a recommendation to engage in any financial activity. Customer shall also refrain from making any statements that could be construed as personalized investment recommendations or guarantees of performance endorsed by the Block. Any reference to the Block must comply with the Block’s brand guidelines. Upon request by the Block, the Customer shall immediately remove any such content that the Block, in its sole discretion, deems to be noncompliant or inappropriate.
2. Customer Obligations. Customer shall provide all materials and decision-making requirements reasonably required by the Block to fulfill the deliverables under the Agreement, including but not limited to creative assets, logos, copy, disclosures, and brand guidelines, by the deadlines mutually agreed upon or otherwise requested in writing by the Block. Timely delivery of such materials is a condition precedent to Publisher’s performance. If Customer fails to deliver the required materials within the agreed deadline (or within a reasonable time, if no deadline is specified), the Block reserves the right, in its sole discretion, to: (a) delay or reschedule the publication of the sponsored content; (b) substitute placeholder content at its discretion; or terminate the Agreement without obligation to refund any portion of the sponsorship fee paid or payable. In such event, Customer waives any claim to damages or refund and acknowledges that the Block shall have no further obligations under the Agreement.

Disclaimers; Limitation of Liability

1. 1. Warranty Disclaimer. The services available are provided on an “As-Is” and “As Available” basis. Except as expressly stated in the Agreement, there are no representations or warranties about the nature or quality of the services.
  2. Disclaimer of Specific Warranties. The Block makes no warranty, express or implied, as to the accuracy of the services, the results that may be obtained as a result of using the services, and the Block expressly disclaims any condition of quality and implied warranties of title, non-infringement, accuracy, merchantability, or fitness for a particular purpose. The Block also disclaims any warranties arising through course of dealing or usage of trade. Customer represents that it has not relied upon any warranty or representation made by the Block except as specifically stated in the Agreement. The Block provides access to certain data through its services to the extent it is provided by third party sources, (including, without limitation, third party materials) (collectively “third party data”) and The Block does not maintain or control such third-party data providers and accordingly is not responsible for the availability, completeness, timeliness, factual accuracy, or non-infringement of such third party data, which is provided “as is” and “as available.” Further, Customer, on behalf of itself and its affiliates, hereby acknowledges and agrees that (a) the Block is not an investment advisor, broker, or fiduciary, and is not providing any investment advice or recommendations, nor any brokerage or execution services, to customer under this agreement or otherwise; (b) any diligence, communication, or commissioned content by the block should not be construed by customer as the provision of investment advice or brokerage services; and (c) Customer will be solely responsible for any judgments as to the valuation, hedging, or purchase or sale of its portfolios or any securities or other related financial instruments in which it transacts, as well as the appropriateness of any investment and any outcomes of any investment. The Block and its affiliates will not be responsible nor have any liability for any investment or business conclusions, decisions, or actions made by Customer or any third party, whether or not based to any extent on the services or the commissioned content, including any data, analyses or recommendations contained therein. Customer represents that it has consulted or will consult with independent legal counsel and/or tax, financial and business advisors, to the extent customer deems necessary.
  3. Disclaimer of Liability for Third-Party Content. The Block may feature third-party guests, contributors, writers, or interview subjects in its media, including but not limited to podcasts, articles, newsletters, and videos (“Third-Party Contributors”). Customer acknowledges and agrees that (i) the Block does not and cannot control the statements, views, or actions of Third-Party Contributors; (ii) the views expressed by guests or contributors do not necessarily reflect those of the the Block; and (iii) the Block is not responsible for any offensive, inaccurate, defamatory, unlawful, or otherwise inappropriate content contributed by Third-Party Contributors. Customer agrees that inclusion of sponsored messages in or adjacent to content featuring Third-Party Contributors does not constitute endorsement by the Block of the Third Party Contributor’s views or conduct. Customer assumes all reputational and brand risks associated with proximity to editorial or guest content.
  4. Limitation of Damages; Limitation of Liability. Except as expressly agreed otherwise in the Agreement, (i) the Content is provided “as-is” and “as available,” and (ii) the Block will not be liable for any damages incurred by Customer that result from Customer’s use of the services. Except for (A) indemnification obligations under the Agreement and (B) a Party’s willful misconduct or gross negligence, under no circumstances will either party be liable for any indirect, incidental, special punitive, exemplary, or consequential damages with respect to this Agreement. This categorical limitation on damages applies even if such damages could have been foreseen or prevented. Except for (a) indemnification obligations under the Agreement and (b) a Party’s willful misconduct or gross negligence, under no circumstances will either party be liable to the other party in excess of the amount of Fees actually paid by Customer to the Block under the Agreement within the 12 months preceding the liability-causing events.

Termination

1. 1. Termination for Cause. A Party may terminate the Agreement for cause upon written notice to the other Party (i) if the other Party materially breaches the Agreement (including but not limited to failure to pay the Fees, and such breach: (a) is incapable of cure; or (b) being capable of cure, remains uncured 30 days after the non-breaching Party provides the breaching Party with written notice of such breach; or (ii) if the other Party becomes the subject of a petition in bankruptcy or any other proceeding relating to insolvency, receivership, liquidation or assignment for the benefit of creditors (and not dismissed within sixty (60) days thereafter).
  2. Discontinuance of Business; Regulatory Changes. The Block shall have the right to terminate the Agreement upon thirty (30) days’ written notice to Customer if: (i) the Block determines to cease to operate the services in the normal course of business; (ii) the Block becomes aware of the final adoption of any legislation or regulation or the issuance of any interpretation that in the Block’s reasonable judgment materially impairs the Block’s ability to perform the Agreement in accordance with applicable law; or (iii) any litigation or regulatory proceeding is commenced and the Block reasonably believes that such litigation or proceeding would have a material adverse effect upon the ability of the Block to perform under the Agreement.
  3. Effect of Termination. Upon any expiration or termination of the Agreement, Customer shall immediately cease use of the services, and all rights and licenses granted by The Block to access the services will immediately terminate. Customer will maintain the right to continue to use any materials downloaded or generated from the services during the term of the Agreement. No expiration or termination will affect Customer's obligation to pay all Fees under the Agreement; provided that Customer is entitled to a pro-rata refund from the effective date of termination of any prepaid fees in the event that the Agreement is terminated (i) by Customer pursuant to Section 7.1 (Termination for Cause); or (ii) by the Block pursuant to Sections 7.2 (Discontinuance of Business; Regulatory Changes)
  4. Payment and Taxes. Customer will pay to the Block all fees, charges, costs and expenses (collectively, the “Fees”) set forth in the Agreement. Customer shall make all payments in US Dollars, except as mutually agreed in writing. Except as otherwise set forth in the Agreement, Customer’s payment obligations are non-cancellable and any and all Fees paid are non-refundable. Each Party shall be responsible for paying all local, state, federal or foreign taxes, duties or levies, due in relation to amounts collected by it. The amounts payable under the Agreement are exclusive of sales taxes, VAT or similar duties. The Block reserves the right to charge such taxes if they are determined to be applicable by law, regulation, or tax authority. If Customer fails to make any payment when due, then, in addition to all other remedies that may be available, if such failure continues for ten (10) days following written notice thereof, the Block may (a) suspend or disable Customer’s access to the applicable service until all past due amounts and interest thereon have been paid, without incurring any obligation or liability to Customer (or extension to any term) or any other person or entity by reason of such suspension; and/or (b) terminate the Agreement.

Privacy; Confidentiality

1. 1. Data Protection. Customer acknowledges and agrees that the Block may use, disclose and otherwise process data, including Personal Data (defined below), billing information, analytics and data relating to users, in accordance with the Block’s Privacy Policy and Customer represents and warrants to the Block that it has provided appropriate notices and obtained (or will obtain) all consents and rights necessary, including in accordance with applicable law, for the Block to process such data shared with the Block in accordance with the Agreement and Privacy Policy (as amended from time to time and available at https://www.theblock.co/privacy-policy). To the extent applicable to their processing activities related to the services, both parties (i) shall maintain a publicly-accessible privacy policy that is available via a prominent link that satisfies transparency disclosure requirements of Data Protection Laws (defined below), (ii) will provide a level of protection for Personal Data that is at least equivalent to that required under Data Protection Laws, (iii) shall implement appropriate technical and organizational measures to protect Personal Data, and (iv) in the event that a party suffers a confirmed Personal Data breach, each party shall notify the other party without undue delay and the parties shall cooperate in good faith to agree on such measures as may be necessary to mitigate or remedy the effects of the Personal Data breach.
  2. Personal Data. For the sole purpose of providing access to the services, Customer will provide the Block with the names and company email addresses of users (“Personal Data”). Such Personal Data may be subject to Data Protection Laws. Customer acknowledges and agrees that the Block may use affiliates or third-party sub-processers who will be permitted to obtain Personal Data only to deliver the services subject to a written agreement with each sub-processor that includes data protection obligation from the aggregated data for its business purposes. The Block agrees that any reporting that contains aggregated data shall be no less protective than those contained herein.
  3. Use of Analytics and Reporting Data. The Block may provide Customer with aggregated, anonymized performance data relating to sponsored content (e.g., impressions, reach, engagement metrics). Such data shall not contain personally identifiable information (PII) or be subject to data subject rights under privacy laws. Customer agrees to use such data solely for internal business purposes and not to attempt re-identification or resale.
  4. Confidentiality. “Confidential Information” means all information and materials obtained by a party (the “Recipient”) from the other party (the “Disclosing Party”), whether in tangible form, written or oral, that is identified as confidential or would reasonably be understood to be confidential given the nature of the information and circumstances of disclosure. Confidential Information includes, without limitation Personal Data, the services, software, and the terms and pricing set out in this Agreement or Order Forms, if any. Confidential Information does not include information that (a) is already known to the Recipient prior to its disclosure by the Disclosing Party; (b) is or becomes generally known through no wrongful act of the Recipient; (c) is independently developed by the Recipient without use of or reference to the Disclosing Party’s Confidential Information; (d) is received from a third party without restriction and without a breach of an obligation of confidentiality, or (e) is Prohibited Information. The Recipient shall not use or disclose any Confidential Information without the Disclosing Party’s prior written permission except as necessary for the provision of the services or use of the services, or as otherwise allowed herein. The Recipient shall protect the confidentiality of the Disclosing Party’s Confidential Information in the same manner that it protects the confidentiality of its own confidential information of a similar nature, but using not less than a reasonable degree of care. The Recipient may disclose Confidential Information to the extent that it is required to be disclosed pursuant to a statutory or regulatory provision or court order, provided that the Recipient provides prior notice of such disclosure to the Disclosing Party, unless such notice is prohibited by law, rule, regulation or court order. As long as an Order Form is active under this Agreement, and for two (2) years thereafter, and at all times while Personal Data is in the Block’s possession, the confidentiality provisions of this section shall remain in effect.
  5. Aggregation. Notwithstanding anything contained herein, the Block shall have the right to aggregate Personal Data with other customer’s data to compile aggregate statistical analysis data and compile reports preserve Customer’s anonymity and the confidentiality of Personal Data. No compensation will be paid by the Block to Customer or person or entity with respect to its use of such analytics. Notwithstanding any provision in the Agreement to the contrary except for the confidentiality obligations of the Block, the Block may use, develop and implement any information, suggestions, comments or other feedback provided by Customer or any of its users or representatives (collectively, “Feedback”) in connection with the development, operation, marketing and sale of the services, in its discretion and with no compensation to any person providing Feedback. The Block shall own all right, title, and interest in and to all Feedback (including all intellectual property rights therein).
  6. The Block shall have the right to mention the existence of the Agreement (but not its terms) in its respective marketing materials, public announcements or as a reference for future customers. This right is given on the condition that (i) any such marketing materials accurately reflect the nature of the business relationship created by the Agreement, and (ii) any such marketing materials do not disclose any of Customer’s Confidential Information.

Insurance

1. 1. Customer represents that it maintains, and agrees to maintain throughout the term of this Agreement, adequate commercial general liability insurance and, if applicable, professional liability or media liability (errors and omissions) insurance, with limits reasonably sufficient to cover Customer’s obligations under the Agreement. Upon written request by the Block, Customer shall provide a certificate of insurance as evidence of such coverage.

Indemnification

1. 1. Each Party (as “Indemnifying Party”) shall indemnify, defend, and hold harmless the other party (the “Indemnified Party”) and its affiliates, officers, directors, employees, agents, sublicensees, successors, and assigns (each, an "affiliate") from and against all losses, damages, liabilities, deficiencies, claims, actions, judgments, settlements, interest, awards, penalties, fines, fees, costs, or expenses of whatever kind, including attorneys' fees, (collectively, "Losses") arising out of or in connection with any third-party claim, suit, action, or proceeding ("Third-Party Claim") relating to any actual or alleged: (a) breach by the Indemnifying Party of any representation, warranty, covenant, or obligation under this Agreement, or (b) infringement or other violation of any intellectual property or other personal or proprietary rights of any person or entity by Indemnifying Party resulting from the use of the services by the Indemnified Party or any of its affiliates or sublicensees in accordance with this Agreement. This does not include any infringement claims against the Indemnified Party based on the Indemnified Party’s continuing infringing activity after being given actual notice thereof or its continuing use of any version after being provided modifications by Licensor that would have avoided the alleged infringement; or any intellectual property right in which the Indemnified Party or any of its affiliates has an interest. Neither party will have any liability or obligation with respect to any Claim to the extent caused by: (i) the other party’s use of the services that is not in accordance with this Agreement or not reasonably foreseeable by the Indemnifying Party; or (ii) the combination, operation or use of the services with other applications, portions of applications, products or services where the services would not by itself be infringing.
  2. Conditions. As a condition of the obligations set forth in this Section, an Indemnified Party will: (a) provide prompt written notice of the applicable Claim to the Indemnifying Party; (b) provide the Indemnifying Party with sole control of the applicable defense and settlement; and (c) cooperate as requested by the Indemnifying Party, at the Indemnifying Party’s expense. The Indemnifying Party will not agree to any settlement that admits fault or obligates the Indemnified Party to pay damages without the consent of the Indemnified Party, which consent shall not be unreasonably withheld.

Assignment; Change of Control

1. 1. Neither Party shall have the right to transfer, assign or delegate its rights or obligations under the Agreement or any portion thereof without the prior written consent of the other Party not to be unreasonably withheld; provided that either Party may assign or transfer the Agreement to an affiliate or to a parent or successor person or entity in the event of a merger, acquisition, or reorganization or a sale of substantially all of a Party’s business relating to the Agreement.
  2. Publicity. Unless otherwise specified in the Order Form, the parties shall have the right to identify the other party, by name and / or logo, as a customer or service provider for marketing purposes.
2. Relationship of the Parties. Nothing in this Agreement creates any joint venture, partnership, or agency relationship. Neither Party has authority to bind or obligate the other.

Governing Law; Amendments

1. The Agreement (including all Order Forms) is governed by and construed in accordance with the laws of the State of New York without giving effect to any choice or conflict of law provision or rule. With respect to any disputes or claims not subject to arbitration, the Parties agree to submit to the personal jurisdiction of the state and federal courts located in New York County in the State of New York with respect to any legal proceedings that may arise in connection with the services or from a dispute as to the interpretation or breach of the Agreement.
2. The Block reserves the right to amend, remove, or add to the Terms at any time. Such modifications shall be effective immediately. Accordingly, please continue to review the Terms whenever accessing, linking to, or using the services. Your access, link to, or use of the services will constitute your acceptance of the Terms, as modified. If, at any time, you do not wish to accept the Terms, you may not access, link to, or use the services.
Force Majeure. Except with regard to payments due to the Block, neither Party will be liable for any delays or failures in performance due to circumstances beyond its reasonable control. In the event any such delay continues for a period of sixty (60) or more days, then either Party may terminate the Agreement upon ten (10) business days’ prior written notice, provided Customer shall remain responsible for payments due to the Block prior to termination.
Counterparts. If any provision of the Agreement is determined to be invalid or unenforceable, the remaining provisions of the Agreement shall not be affected thereby and shall be binding upon the parties hereto, and shall be enforceable, as though said invalid or unenforceable provision were not contained herein.
Notices. Any notices given under the Agreement shall be in writing and will be deemed to have been sufficiently given when delivered by hand or sent via facsimile transmission (when acknowledged by the recipient), overnight courier service or by certified or registered mail, to the parties at the addresses set forth above in the preamble or as subsequently changed by notice duly given. Notices shall be effective on the business day sent if delivered personally or via facsimile, on the next business day if sent by overnight courier, or five (5) business days after post-marking if sent by certified or registered airmail. In the event that Customer shall not indicate its correct address in the Order Form, the Block may deliver any notice hereunder to the Customer’s e-mail address and such notice shall be effective on the business day on which the e-mail was sent.
Survival. Sections 1, 2, 3, 4, 5, 6, 7, 8, 9, 10, 11, 12, 13, 14 and any other right or obligation of the Parties in Agreement that, by its nature will survive any expiration or termination of the Agreement.