Monograma Terms of Service
Effective Date: 5 August 2023
IMPORTANT NOTICE: THIS AGREEMENT IS SUBJECT TO BINDING ARBITRATION AND A WAIVER OF CLASS ACTION RIGHTS AS DETAILED IN SECTION 25. PLEASE READ THE AGREEMENT CAREFULLY.
1. ACCEPTANCE OF TERMS
Please read these Terms of Service (the “Terms” or “Terms of Service”) carefully before using our services. By accessing or using the services provided by Monograma, you accept and agree to these Terms. If you do not agree to these Terms, you may not access or use our services.
2. MODIFICATIONS OF TERMS OF SERVICE
Monograma reserves the right, at its sole discretion, to modify or replace these Terms of Service at any time. The most current version of the Terms will be posted on our website. It is your responsibility to review and become familiar with any modifications. Your continued use of our services after any modifications constitutes your acceptance of the modified Terms of Service.
In using our services, you assert and warrant that:
(a) You are of legal age to formulate a binding contract.
(b) You have not been previously suspended or expelled from utilizing our services.
(c) You possess full power and authority to engage in this agreement without breaching any other agreement to which you are a participant. If you are using our services on behalf of a legal entity, you further assert and guarantee that the legal entity is properly organized and accredited to act on its behalf.
4. ROLE OF MONOGRAMA
You acknowledge and understand that Monograma is an Art Collective and NFT Gallery operating several spaces on platforms including but not limited to SuperRare and Foundation. Monograma is dedicated to creating exhibitions and promoting artists and their artworks, as well as funding social impact projects. Monograma does not participate in any transactions between users and does not assume any responsibility for the quality, safety, legality, or financial aspects of any services or products offered by participants. Monograma disclaims any liability pertaining to such transactions and disavows any responsibility for the resolution of disputes or any potential tax obligations arising from these transactions.
5. MONOGRAMA SPACES AGREEMENT
Monograma provides artists with designated spaces on multiple platforms, including but not limited to SuperRare, Foundation, and more.
(a) Originality and Authorization: An artist ensures that their artwork is authentic and originally created, devoid of any unauthorized content that might infringe upon third-party copyrights, trademarks, or rights of publicity.
(b) Non-Duplication: The artist confirms that they have not and will not mint the same artwork as a digital asset, including as an NFT, nor offer it for sale digitally on SuperRare or any other platform.
(c) Indemnification: The artist agrees to indemnify and hold harmless Monograma, SuperRare, Foundation, and other platforms where Monograma operates, as well as any collectors of their artwork against any valid claims related to their artwork.
(d) Exclusive Sales Authorization: The artist grants Monograma, as the Space Operator, the exclusive rights to coordinate the sales of the minted artwork, oversee automated revenue distributions from sales proceeds, and serve as the only authorized seller of the minted artwork.
(e) Custody Acknowledgement: The artist acknowledges and agrees that Monograma, acting as the Space Operator, will retain exclusive custody of the minted artwork.
To use our services, each user must provide their Ethereum wallet address. Payment for services will occur according to the agreed terms between the parties involved. Monograma will not be responsible for the payment process and acceptance of work products is at the sole discretion of the relevant parties.
7. RESTRICTIONS ON USE
You are prohibited from disrupting our services or the experience of other users. All relevant laws and regulations must be adhered to while utilizing our services. Forbidden activities include but are not restricted to:
– Collecting personally identifiable information without consent.
– Disrupting, manipulating, or degrading the operation of our website or services.
– Phishing, spamming, or engaging in abusive behavior.
– Infringing or misappropriating the rights of others.
– Posting or transmitting illegal, fraudulent, or objectionable content.
– Creating security risks or posting tasks that require harmful or malicious software.
8. WARRANTY DISCLAIMER
You acknowledge and consent that your use of our services is at your sole discretion. Our services are provided on an “AS IS” and “as accessible” basis, devoid of any warranties, either expressed or implied. Monograma denies all liability for the content acquired or failed to acquire through our services.
9. SOPHISTICATION AND RISK OF CRYPTOGRAPHIC SYSTEMS
By using our services, you indicate that you understand the risks associated with cryptographic systems and are aware of their usage and complexities. Monograma is not accountable for any losses or damages resulting from your use of cryptographic systems.
Your Wallet is Your Sole Responsibility
You are solely and exclusively responsible for the security and management of your digital wallet(s). For your protection and the safety of other Users, you consent to maintain reasonable security measures over your digital wallet, make best efforts to evade potential scams that may compromise the security of your wallet or others, and to preserve the utmost secrecy of your digital wallet’s private key, passphrase, seed phrase, your Account details, passwords, and any other information that you use to access your digital wallet or the Account. The Company denies any responsibility for, and disclaims all liability to you, in connection with the security of or your use of your digital wallet.
10. PLATFORM SECURITY
Monograma is an early stage platform, and while we strive to provide a secure environment, you acknowledge that Ethereum and other blockchains applications are subject to flaws. You are responsible for evaluating any available code provided by our services, and we cannot be held liable for your interaction with such applications.
11. RISK OF ERRORS, BUGS, AND DOWNTIME
You acknowledge and accept that our services may contain errors, bugs, and defects, may function improperly or be subject to periods of downtime and unavailability, and may result in data loss or corruption. We may modify or discontinue our services at any time, with or without notice.
To the fullest extent permitted by applicable law, you agree to release, indemnify, defend, and hold harmless Monograma and its affiliates, officers, directors, employees, shareholders, and representatives from any losses, liabilities, expenses, damages, costs (including attorneys’ fees and court costs), claims, or actions arising from your use of our services or any violations of these Terms.
13. LIMITATION ON LIABILITY
To the fullest extent permitted by applicable law, Monograma and its affiliates, officers, directors, employees, shareholders, and representatives shall not be liable for any direct, indirect, incidental, special, consequential, or other damages, including without limitation, damages for loss of profits, goodwill, use, data, or other intangible losses, resulting from your use or inability to use our services or any actions taken or not taken based on your communications with us.
14. LICENSES & COPYRIGHT
21.1. User Content License: By minting or providing any user content and artwork, you grant Monograma a non-exclusive license under this section. This means that both you and Monograma retain the right to use, share, and distribute the content created for Monograma and activities related to Monograma.
21.2 By minting artworks in partnership or using Monograma services, including on platforms like SuperRare, the Creator agrees to co-ownership of the copyright to the artworks with Monograma and the artists involved. The exclusive rights to license, use, and distribute the artworks for any commercial or non-commercial purposes are granted to both Monograma and the artists, as they deem fit. Neither party relinquishes all rights and claims to the artworks’ copyright; rather, they share full ownership and control over them. This arrangement of co-ownership is irrevocable and perpetual, and it applies to all artworks created in collaboration with Monograma
15. TERMINATION AND SUSPENSION
Monograma may terminate or suspend your access to our services without prior notice or liability if you breach these Terms of Service. We may also modify or discontinue our services at any time, with or without notice. Certain provisions of these Terms will survive termination or suspension.
16. NO THIRD PARTY BENEFICIARIES
These Terms do not create any third-party beneficiary rights. There is no agency, franchise, partnership, or joint venture relationship between users and Monograma, except as expressly stated in these Terms.
These Terms of Service represent the agreement between Monograma and its users regarding the use of our services.
17. Removing Content from the Site
The Company reserves the absolute right to remove, rescind, modify, suppress, or alter any aspects of the Services in its sole discretion, including but not limited to removing content associated with NFTs that are: (i) involved in an actual or suspected violation of these Terms or the law; (ii) that were stolen or otherwise unlawfully obtained; or (iii) that were involved in a verified, unlawful exploit of a User’s wallet. The Company will make best efforts to, but assumes no obligation to, provide notice of content removal to affected Users (i.e., NFT Creators, NFT Owners). The Company assumes no obligation or duty to remove or modify content from the Services for any reason except as required by law.
18. BINDING ARBITRATION AND CLASS ACTION WAIVER
PLEASE READ THIS SECTION CAREFULLY – IT MAY SIGNIFICANTLY AFFECT YOUR LEGAL RIGHTS, INCLUDING YOUR RIGHT TO FILE A LAWSUIT IN COURT
18.1. Initial Dispute Resolution
The parties shall use their best efforts to engage directly to settle any dispute, claim, question, or disagreement and engage in good faith negotiations which shall be a condition to either party initiating a lawsuit or arbitration.
18.2. Binding Arbitration
If the parties do not reach an agreed upon solution within a period of 90 (ninety) days from the time informal dispute resolution under the Initial Dispute Resolution provision begins, then either party may initiate binding arbitration as the sole means to resolve claims, subject to the terms set forth below. Any dispute, controversy, difference or claim arising out of or relating to this contract, including the existence, validity, interpretation, performance, breach or termination thereof or any dispute regarding non-contractual obligations arising out of or relating to it shall be referred to and finally resolved by arbitration administered by the BVI International Arbitration Centre (BVIIAC) in accordance with the BVI IAC Arbitration Rules. The law of this arbitration clause shall be BVI Law. The place of arbitration shall be BVI. The number of arbitrators shall be one. The arbitration proceedings shall be conducted in English.
The place of arbitration shall be the British Virgin Islands.
19. Representations and Warranties:
Both parties represent and warrant that they have the right, power, and authority to enter into this contract, and all information provided by each party is accurate, complete, and truthful to the best of their knowledge at the time of disclosure.
20. Limitation of Liability:
In no event shall Monograma or its officers, directors, employees, agents, or affiliates be liable for any direct, indirect, incidental, special, exemplary, punitive, or consequential damages, including but not limited to, loss of profits, revenue, data, or use, incurred by the other party or any third party, arising from or related to the performance or non-performance of any obligations under this agreement, even if Monograma has been advised of the possibility of such damages.
21. Governing Law:
This contract shall be governed by and construed in accordance with the laws of the British Virgin Islands, without regard to its conflict of law principles.
Any legal action, suit, or proceeding arising out of or relating to this contract shall be brought exclusively in the courts of the British Virgin Islands. The parties hereby submit to the jurisdiction of such courts and waive any objections to the laying of venue or to the convenience of the forum.
In addition to the recognition that Monograma is not a party to any Service Contract between Users, you hereby release Monograma, our affiliates, and our respective officers, directors, agents, subsidiaries, joint ventures, and employees from claims, demands, and damages (actual and consequential) of every kind and nature, known and unknown, arising out of or in any way connected with any dispute you have with another User, whether it be at law or in equity. This release includes, for example and without limitation, any disputes regarding the performance, functions, and quality of the work provided to the artists and requests for refunds based upon disputes.
23. GENERAL INFORMATION
23.1. Entire Agreement
These Terms (and any additional terms, rules and conditions of participation that Monograma may post on the Service) constitute the entire agreement between you and Monograma with respect to the Service and supersedes any prior agreements, oral or written, between you and Monograma. In the event of a conflict between these Terms and the additional terms, rules and conditions of participation, the latter will prevail over the Terms to the extent of the conflict.
23.2. Waiver and Severability of Terms
The failure of Monograma to exercise or enforce any right or provision of the Terms shall not constitute a waiver of such right or provision. If any provision of the Terms is found by an arbitrator or court of competent jurisdiction to be invalid, the parties nevertheless agree that the arbitrator or court should endeavor to give effect to the parties’ intentions as reflected in the provision, and the other provisions of the Terms remain in full force and effect.
23.3. Statute of Limitations
You agree that regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to the use of the Service or the Terms must be filed within 6 (six) months after such claim or cause of action arose or be forever barred.
Users with questions, complaints or claims with respect to the Service may contact us at email@example.com
24. INTERNATIONAL USERS
The Site is controlled, operated and administered by Monograma from the British Virgin Islands and is not intended to subject Monograma to the laws or jurisdiction of any state, country or territory other than that of the British Virgin Islands. Monograma does not represent or warrant that the Site or any part thereof is appropriate or available for use in any particular jurisdiction other than the British Virgin Islands. Those who choose to access the Site do so on their own initiative and at their own risk, and are responsible for complying with all local statutes, orders, regulations, rules, and other laws. You are also subject to the British Virgin Islands export controls and are responsible for any violations of such controls, including without limitation any British Virgin Islands embargoes or other federal rules and regulations restricting exports.
25. USER GENERATED CONTENT
Creators Must Only Mint Original, Authorized, and Non-Infringing Content
By minting an NFT through Monograma Services, Creators guarantee that:
Creators should only mint works they personally created and avoid minting content developed for third parties as “work for hire” or content with unclear copyright ownership. If the Creator Content contains unoriginal material owned by third parties (Third Party Content), the minting Creator must have the necessary licenses or permissions to mint and sell such content as an NFT, or they must have a clear and compelling “fair use” defense for using such Third Party Content. Creators are expressly prohibited from minting NFTs consisting of unlicensed, unauthorized, unlawful, pornographic or infringing content.