1. Your Relationship With Us
Welcome to MomentoNFT. MomentoNFT is a leading platform for creating
and sharing short-form videos (the “Platform”). You are reading the
terms of service (the “Terms”), which govern the relationship and
serve as an agreement between you and us and set forth the terms and
conditions by which you may access and use the Platform and our
related websites (such as MomentoNFT.com), services, applications,
products and other content which are stated to be offered subject to
these Terms (collectively, the “Services”). The Services are provided
for private, non-commercial use. For the purposes of these Terms,
“you” and “your” means you as the user of the Services. The Terms form
a legally binding agreement between you and us. Please take the time
to read them carefully and if you do not agree to them, please do not
register, access or use any of the Services.
2. Accepting the Terms
By accessing or using our Services, you confirm that you can form a
binding contract with MomentoNFT, that you accept these Terms and that
you agree to comply with them. Your access to and use of our Services
is also subject to our Privacy Policy and Community Guidelines, the
terms of which can be found directly on the Platform, or where the
Platform is made available for download, on your mobile device’s
applicable app store, and are incorporated herein by reference. By
using the Services, you consent to the terms of the Privacy Policy. If
you are accessing or using the Services on behalf of a business or
entity, then (a) “you” and “your” includes you and that business or
entity, (b) you represent and warrant that you are an authorized
representative of the business or entity with the authority to bind
the entity to these Terms, and that you agree to these Terms on the
entity’s behalf, and (c) your business or entity is legally and
financially responsible for your access or use of the Services as well
as for the access or use of your account by others affiliated with
your entity, including any employees, agents or contractors. You can
accept the Terms by accessing or using our Services. You understand
and agree that we will treat your access or use of the Services as
acceptance of the Terms from that point onwards. You should print off
or save a local copy of the Terms for your records.
3. Changes to the Terms
We amend these Terms from time to time, for instance when we update
the functionality of our Services, when we combine multiple apps or
services operated by us or our affiliates into a single combined
service or app, or when there are regulatory changes. We will use
commercially reasonable efforts to generally notify all users of any
material changes to these Terms, such as through a notice on our
Platform, however, you should look at the Terms regularly to check for
such changes. We will also update the “Last Updated” date at the top
of these Terms, which reflect the effective date of such Terms. Your
continued access or use of the Services after the date of the new
Terms constitutes your acceptance of the new Terms. If you do not
agree to the new Terms, you must stop accessing or using the Services.
4. Your Account with Us
To access or use some of our Services, you must create an account with
us. When you create this account, you must provide accurate and
up-to-date information. It is important that you maintain and promptly
update your details and any other information you provide to us, to
keep such information current and complete. It is important that you
keep your account password confidential and that you do not disclose
it to any third party. If you know or suspect that any third party
knows your password or has accessed your account, you must notify us
immediately. You agree that you are solely responsible (to us and to
others) for the activity that occurs under your account. We reserve
the right to disable your user account at any time, including if you
have failed to comply with any of the provisions of these Terms, or if
activities occur on your account which, in our sole discretion, would
or might cause damage to or impair the Services or infringe or violate
any third party rights, or violate any applicable laws or regulations.
If you no longer want to use our Services again, and would like your
account deleted, contact us. We will provide you with further
assistance and guide you through the process. Once you choose to
delete your account, you will not be able to reactivate your account
or retrieve any of the content or information you have added.
5. Your Access to and Use of Our Services
Your access to and use of the Services is subject to these Terms and
all applicable laws and regulations. You may not:
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access or use the Services if you are not fully able and legally
competent to agree to these Terms or are authorized to use the
Services by your parent or legal guardian;
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make unauthorised copies, modify, adapt, translate, reverse
engineer, disassemble, decompile or create any derivative works of
the Services or any content included therein, including any files,
tables or documentation (or any portion thereof) or determine or
attempt to determine any source code, algorithms, methods or
techniques embodied by the Services or any derivative works
thereof;
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use the Services, without our express written consent, for any
commercial or unauthorized purpose, including communicating or
facilitating any commercial advertisement or solicitation or
spamming;
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distribute, license, transfer, or sell, in whole or in part, any
of the Services or any derivative works thereof;
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market, rent or lease the Services for a fee or charge, or use the
Services to advertise or perform any commercial solicitation;
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interfere with or attempt to interfere with the proper working of
the Services, disrupt our website or any networks connected to the
Services, or bypass any measures we may use to prevent or restrict
access to the Services;
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incorporate the Services or any portion thereof into any other
program or product. In such case, we reserve the right to refuse
service, terminate accounts or limit access to the Services in our
sole discretion;
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use automated scripts to collect information from or otherwise
interact with the Services;
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impersonate any person or entity, or falsely state or otherwise
misrepresent you or your affiliation with any person or entity,
including giving the impression that any content you upload, post,
transmit, distribute or otherwise make available emanates from the
Services;
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intimidate or harass another, or promote sexually explicit
material, violence or discrimination based on race, sex, religion,
nationality, disability, sexual orientation or age;
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use or attempt to use another’s account, service or system without
authorisation from MomentoNFT, or create a false identity on the
Services;
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use the Services in a manner that may create a conflict of
interest or undermine the purposes of the Services, such as
trading reviews with other users or writing or soliciting fake
reviews;
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use the Services to upload, transmit, distribute, store or
otherwise make available in any way: files that contain viruses,
trojans, worms, logic bombs or other material that is malicious or
technologically harmful;
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any unsolicited or unauthorised advertising, solicitations,
promotional materials, “junk mail,” “spam,” “chain letters,”
“pyramid schemes,” or any other prohibited form of solicitation;
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any private information of any third party, including addresses,
phone numbers, email addresses, number and feature in the personal
identity document (e.g., National Insurance numbers, passport
numbers) or credit card numbers;
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any material which does or may infringe any copyright, trademark
or other intellectual property or privacy rights of any other
person;
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any material which is defamatory of any person, obscene,
offensive, pornographic, hateful or inflammatory;
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any material that would constitute, encourage or provide
instructions for a criminal offence, dangerous activities or
self-harm;
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any material that is deliberately designed to provoke or
antagonise people, especially trolling and bullying, or is
intended to harass, harm, hurt, scare, distress, embarrass or
upset people;
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any material that contains a threat of any kind, including threats
of physical violence;
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any material that is racist or discriminatory, including
discrimination on the basis of someone’s race, religion, age,
gender, disability or sexuality;
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any answers, responses, comments, opinions, analysis or
recommendations that you are not properly licensed or otherwise
qualified to provide; or
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material that, in the sole judgment of MomentoNFT, is
objectionable or which restricts or inhibits any other person from
using the Services, or which may expose MomentoNFT, the Services
or its users to any harm or liability of any type.
In addition to the above, your access to and use of the Services must,
at all times, be compliant with our Community Guidelines. We reserve
the right, at any time and without prior notice, to remove or disable
access to content at our discretion for any reason or no reason. Some
of the reasons we may remove or disable access to content may include
finding the content objectionable, in violation of these Terms or our
Community Policy, or otherwise harmful to the Services or our users.
Our automated systems analyze your content (including emails) to
provide you personally relevant product features, such as customized
search results, tailored advertising, and spam and malware detection.
This analysis occurs as the content is sent, received, and when it is
stored.
6. Termination
We respect intellectual property rights and ask you to do the same. As
a condition of your access to and use of the Services, you agree to
the terms of the Copyright Policy.
7. Your use of the Services
MomentoNFT Content
As between you and MomentoNFT, all content, software, images, text, graphics,
illustrations, logos, patents, trademarks, service marks, copyrights, photographs,
audio, videos, music on and “look and feel” of the Services, and all intellectual
property rights related thereto (the “MomentoNFT Content”), are either
owned or licensed by MomentoNFT, it being understood that you or your licensors
will own any User Content (as defined below) you upload or transmit through
the Services. Use of the MomentoNFT Content or materials on the Services
for any purpose not expressly permitted by these Terms is strictly prohibited.
Such content may not be downloaded, copied, reproduced, distributed, transmitted,
broadcast, displayed, sold, licensed or otherwise exploited for any purpose
whatsoever without our or, where applicable, our licensors’ prior written
consent. We and our licensors reserve all rights not expressly granted
in and to their content. You acknowledge and agree that we may generate
revenues, increase goodwill or otherwise increase our value from your use
of the Services, including, by way of example and not limitation, through
the sale of advertising, sponsorships, promotions, usage data and Gifts
(defined below), and except as specifically permitted by us in these Terms
or in another agreement you enter into with us, you will have no right
to share in any such revenue, goodwill or value whatsoever. You further
acknowledge that, except as specifically permitted by us in these Terms
or in another agreement you enter into with us, you (i) have no right to
receive any income or other consideration from any User Content (defined
below) or your use of any musical works, sound recordings or audiovisual
clips made available to you on or through the Services, including in any
User Content created by you, and (ii) are prohibited from exercising any
rights to monetize or obtain consideration from any User Content within
the Services or on any third party service ( e.g. , you cannot claim User
Content that has been uploaded to a social media platform such as YouTube
for monetization). Subject to the terms and conditions of the Terms, you
are hereby granted a non-exclusive, limited, non-transferable, non-sublicensable,
revocable, worldwide license to access and use the Services, including
to download the Platform on a permitted device, and to access the MomentoNFT
Content solely for your personal, non-commercial use through your use of
the Services and solely in compliance with these Terms. MomentoNFT reserves
all rights not expressly granted herein in the Services and the MomentoNFT
Content. You acknowledge and agree that MomentoNFT may terminate this license
at any time for any reason or no reason. NO RIGHTS ARE LICENSED WITH RESPECT
TO SOUND RECORDINGS AND THE MUSICAL WORKS EMBODIED THEREIN THAT ARE MADE
AVAILABLE FROM OR THROUGH THE SERVICE. You acknowledge and agree that when
you view content provided by others on the Services, you are doing so at
your own risk. The content on our Services is provided for general information
only. It is not intended to amount to advice on which you should rely.
You must obtain professional or specialist advice before taking, or refraining
from, any action on the basis of the content on our Services. We make no
representations, warranties or guarantees, whether express or implied,
that any MomentoNFT Content (including User Content) is accurate, complete
or up to date. Where our Services contain links to other sites and resources
provided by third parties, these links are provided for your information
only. We have no control over the contents of those sites or resources.
Such links should not be interpreted as approval by us of those linked
websites or information you may obtain from them. You acknowledge that
we have no obligation to pre-screen, monitor, review, or edit any content
posted by you and other users on the Services (including User Content).
User-Generated Content
Users of the Services may be permitted to upload, post or transmit (such
as via a stream) or otherwise make available content through the Services
including, without limitation, any text, photographs, user videos, sound
recordings and the musical works embodied therein, including videos that
incorporate locally stored sound recordings from your personal music library
and ambient noise (“User Content”). Users of the Services may also extract
all or any portion of User Content created by another user to produce additional
User Content, including collaborative User Content with other users, that
combine and intersperse User Content generated by more than one user. Users
of the Services may also overlay music, graphics, stickers, Virtual Items
(as defined and further explained Virtual Items Policy) and other elements
provided by MomentoNFT onto this User Content and transmit this User Content
through the Services. The information and materials in the User Content,
including User Content that includes MomentoNFT Elements, have not been
verified or approved by us. The views expressed by other users on the Services
(including through use of the virtual gifts) do not represent our views
or values. Whenever you access or use a feature that allows you to upload
or transmit User Content through the Services (including via certain third
party social media platforms such as Instagram, Facebook, YouTube, Twitter),
or to make contact with other users of the Services, you must comply with
the standards set out at “Your Access to and Use of Our Services” above.
You may also choose to upload or transmit your User Content, including
User Content that includes MomentoNFT Elements, on sites or platforms hosted
by third parties. If you decide to do this, you must comply with their
content guidelines as well as with the standards set out at “Your Access
to and Use of Our Services” above. As noted above, these features may not
be available to all users of the Services, and we have no liability to
you for limiting your right to certain features of the Services. You warrant
that any such contribution does comply with those standards, and you will
be liable to us and indemnify us for any breach of that warranty. This
means you will be responsible for any loss or damage we suffer as a result
of your breach of warranty. Any User Content will be considered non-confidential
and non-proprietary. You must not post any User Content on or through the
Services or transmit to us any User Content that you consider to be confidential
or proprietary. When you submit User Content through the Services, you
agree and represent that you own that User Content, or you have received
all necessary permissions, clearances from, or are authorised by, the owner
of any part of the content to submit it to the Services, to transmit it
from the Services to other third party platforms, and/or adopt any third
party content. If you only own the rights in and to a sound recording,
but not to the underlying musical works embodied in such sound recordings,
then you must not post such sound recordings to the Services unless you
have all permissions, clearances from, or are authorised by, the owner
of any part of the content to submit it to the Services You or the owner
of your User Content still own the copyright in User Content sent to us,
but by submitting User Content via the Services, you hereby grant us an
unconditional irrevocable, non-exclusive, royalty-free, fully transferable,
perpetual worldwide licence to use, modify, adapt, reproduce, make derivative
works of, publish and/or transmit, and/or distribute and to authorise other
users of the Services and other third-parties to view, access, use, download,
modify, adapt, reproduce, make derivative works of, publish and/or transmit
your User Content in any format and on any platform, either now known or
hereinafter invented. You further grant us a royalty-free license to use
your user name, image, voice, and likeness to identify you as the source
of any of your User Content; provided, however, that your ability to provide
an image, voice, and likeness may be subject to limitations due to age
restrictions. For the avoidance of doubt, the rights granted in the preceding
paragraphs of this Section include, but are not limited to, the right to
reproduce sound recordings (and make mechanical reproductions of the musical
works embodied in such sound recordings), and publicly perform and communicate
to the public sound recordings (and the musical works embodied therein),
all on a royalty-free basis. This means that you are granting us the right
to use your User Content without the obligation to pay royalties to any
third party, including, but not limited to, a sound recording copyright
owner (e.g., a record label), a musical work copyright owner (e.g., a music
publisher), a performing rights organization (e.g., ASCAP, BMI, SESAC,
etc.) (a “PRO”), a sound recording PRO (e.g., SoundExchange), any unions
or guilds, and engineers, producers or other royalty participants involved
in the creation of User Content. Specific Rules for Musical Works and for
Recording Artists. If you are a composer or author of a musical work and
are affiliated with a PRO, then you must notify your PRO of the royalty-free
license you grant through these Terms in your User Content to us. You are
solely responsible for ensuring your compliance with the relevant PRO’s
reporting obligations. If you have assigned your rights to a music publisher,
then you must obtain the consent of such music publisher to grant the royalty-free
license(s) set forth in these Terms in your User Content or have such music
publisher enter into these Terms with us. Just because you authored a musical
work (e.g., wrote a song) does not mean you have the right to grant us
the licenses in these Terms. If you are a recording artist under contract
with a record label, then you are solely responsible for ensuring that
your use of the Services is in compliance with any contractual obligations
you may have to your record label, including if you create any new recordings
through the Services that may be claimed by your label. Through-To-The-Audience
Rights. All of the rights you grant in your User Content in these Terms
are provided on a through-to-the-audience basis, meaning the owners or
operators of third party services will not have any separate liability
to you or any other third party for User Content posted or used on such
third party service via the Services. Waiver of Rights to User Content.
By posting User Content to or through the Services, you waive any rights
to prior inspection or approval of any marketing or promotional materials
related to such User Content. You also waive any and all rights of privacy,
publicity, or any other rights of a similar nature in connection with your
User Content, or any portion thereof. To the extent any moral rights are
not transferable or assignable, you hereby waive and agree never to assert
any and all moral rights, or to support, maintain or permit any action
based on any moral rights that you may have in or with respect to any User
Content you Post to or through the Services. We also have the right to
disclose your identity to any third party who is claiming that any User
Content posted or uploaded by you to our Services constitutes a violation
of their intellectual property rights, or of their right to privacy. We,
or authorised third parties, reserve the right to cut, crop, edit or refuse
to publish, your content at our or their sole discretion. We have the right
to remove, disallow, block or delete any posting you make on our Services
if, in our opinion, your post does not comply with the content standards
set out at “Your Access to and Use of Our Services”above. In addition,
we have the right – but not the obligation – in our sole discretion to
remove, disallow, block or delete any User Content (i) that we consider
to violate these Terms, or (ii) in response to complaints from other users
or third parties, with or without notice and without any liability to you.
As a result, we recommend that you save copies of any User Content that
you post to the Services on your personal device(s) in the event that you
want to ensure that you have permanent access to copies of such User Content.
We do not guarantee the accuracy, integrity, appropriateness or quality
of any User Content, and under no circumstances will we be liable in any
way for any User Content. You control whether your User Content is made
publicly available on the Services to all other users of the Services or
only available to people you approve. To restrict access to your User Content,
you should select the privacy setting available within the Platform. We
accept no liability in respect of any content submitted by users and published
by us or by authorised third parties. If you wish to file a complaint about
information or materials uploaded by other users, contact us. MomentoNFT
takes reasonable measures to expeditiously remove from our Services any
infringing material that we become aware of. It is MomentoNFT’s policy,
in appropriate circumstances and at its discretion, to disable or terminate
the accounts of users of the Services who repeatedly infringe copyrights
or intellectual property rights of others. While our own staff is continually
working to develop and evaluate our own product ideas and features, we
pride ourselves on paying close attention to the interests, feedback, comments,
and suggestions we receive from the user community. If you choose to contribute
by sending us or our employees any ideas for products, services, features,
modifications, enhancements, content, refinements, technologies, content
offerings (such as audio, visual, games, or other types of content), promotions,
strategies, or product/feature names, or any related documentation, artwork,
computer code, diagrams, or other materials (collectively “Feedback”),
then regardless of what your accompanying communication may say, the following
terms will apply, so that future misunderstandings can be avoided. Accordingly,
by sending Feedback to us, you agree that: MomentoNFT has no obligation
to review, consider, or implement your Feedback, or to return to you all
or part of any Feedback for any reason; Feedback is provided on a non-confidential
basis, and we are not under any obligation to keep any Feedback you send
confidential or to refrain from using or disclosing it in any way; and
You irrevocably grant us perpetual and unlimited permission to reproduce,
distribute, create derivative works of, modify, publicly perform (including
on a through-to-the-audience basis), communicate to the public, make available,
publicly display, and otherwise use and exploit the Feedback and derivatives
thereof for any purpose and without restriction, free of charge and without
attribution of any kind, including by making, using, selling, offering
for sale, importing, and promoting commercial products and services that
incorporate or embody Feedback, whether in whole or in part, and whether
as provided or as modified.
8. Intellectual Property Rights
You agree to defend, indemnify, and hold harmless MomentoNFT, its
parents, subsidiaries, and affiliates, and each of their respective
officers, directors, employees, agents and advisors from any and all
claims, liabilities, costs, and expenses, including, but not limited
to, attorneys’ fees and expenses, arising out of a breach by you or
any user of your account of these Terms or arising out of a breach of
your obligations, representation and warranties under these Terms.
9. Content
nothing in these terms shall affect any statutory rights that you
cannot contractually agree to alter or waive and are legally always
entitled to as a consumer. The services are provided “as is” and we
make no warranty or representation to you with respect to them. In
particular we do not represent or warrant to you that: your use of the
services will meet your requirements; your use of the services will be
uninterrupted, timely, secure or free from error; any information
obtained by you as a result of your use of the services will be
accurate or reliable; and defects in the operation or functionality of
any software provided to you as part of the services will be
corrected. No conditions, warranties or other terms (including any
implied terms as to satisfactory quality, fitness for purpose or
conformance with description) apply to the services except to the
extent that they are expressly set out in the terms. We may change,
suspend, withdraw or restrict the availability of all or any part of
our platform for business and operational reasons at any time without
notice
10. Indemnity
Nothing in these terms shall exclude or limit our liability for losses
which may not be lawfully excluded or limited by applicable law. This
includes liability for death or personal injury caused by our
negligence or the negligence of our employees, agents or
subcontractors and for fraud or fraudulent misrepresentation. Subject
to the paragraph above, we shall not be liable to you for: (i) any
loss of profit (whether incurred directly or indirectly); (ii) any
loss of goodwill; (iii) any loss of opportunity; (iv) any loss of data
suffered by you; or (v) any indirect or consequential losses which may
be incurred by you. Any other loss will be limited to the amount paid
by you to momentonft within the last 12 months. Any loss or damage
which may be incurred by you as a result of: any reliance placed by
you on the completeness, accuracy or existence of any advertising, or
as a result of any relationship or transaction between you and any
advertiser or sponsor whose advertising appears on the service; any
changes which we may make to the services, or for any permanent or
temporary cessation in the provision of the services (or any features
within the services); the deletion of, corruption of, or failure to
store, any content and other communications data maintained or
transmitted by or through your use of the services; your failure to
provide us with accurate account information; or your failure to keep
your password or account details secure and confidential. Please note
that we only provide our platform for domestic and private use. You
agree not to use our platform for any commercial or business purposes,
and we have no liability to you for any loss of profit, loss of
business, loss of goodwill or business reputation, business
interruption, or loss of business opportunity. If defective digital
content that we have supplied damages a device or digital content
belonging to you and this is caused by our failure to use reasonable
care and skill, we will either repair the damage or pay you
compensation. However, we will not be liable for damage that you could
have avoided by following our advice to apply an update offered to you
free of charge or for damage that was caused by you failing to
correctly follow installation instructions or to have in place the
minimum system requirements advised by us. These limitations on our
liability to you shall apply whether or not we have been advised of or
should have been aware of the possibility of any such losses arising.
You are responsible for any mobile charges that may apply to your use
of our service, including text-messaging and data charges. If you’re
unsure what those charges may be, you should ask your service provider
before using the service. To the fullest extent permitted by law, any
dispute you have with any third party arising out of your use of the
services, including, by way of example and not limitation, any
carrier, copyright owner or other user, is directly between you and
such third party, and you irrevocably release us and our affiliates
from any and all claims, demands and damages (actual and
consequential) of every kind and nature, known and unknown, arising
out of or in any way connected with such disputes.
11. App Stores
To the extent permitted by applicable law, the following supplemental
terms shall apply when accessing the Platform through specific
devices:
Notice regarding Apple.
By downloading the Platform from a device made by Apple, Inc. (“Apple”)
or from Apple’s App Store, you specifically acknowledge and agree that:
These Terms between MomentoNFT and you; Apple is not a party to these Terms.
The license granted to you hereunder is limited to a personal, limited,
non-exclusive, non-transferable right to install the Platform on the Apple
device(s) authorised by Apple that you own or control for personal, non-commercial
use, subject to the Usage Rules set forth in Apple’s App Store Terms of
Services. Apple is not responsible for the Platform or the content thereof
and has no obligation whatsoever to furnish any maintenance or support
services with respect to the Platform. In the event of any failure of the
Platform to conform to any applicable warranty, you may notify Apple, and
Apple will refund the purchase price for the Platform, if any, to you.
To the maximum extent permitted by applicable law, Apple will have no other
warranty obligation whatsoever with respect to the Platform. Apple is not
responsible for addressing any claims by you or a third party relating
to the Platform or your possession or use of the Platform, including without
limitation (a) product liability claims; (b) any claim that the Platform
fails to conform to any applicable legal or regulatory requirement; and
(c) claims arising under consumer protection or similar legislation. In
the event of any third party claim that the Platform or your possession
and use of the Platform infringes such third party’s intellectual property
rights, Apple is not responsible for the investigation, defence, settlement
or discharge of such intellectual property infringement claim. You represent
and warrant that (a) you are not located in a country that is subject to
a U.S. Government embargo, or that has been designated by the U.S. Government
as a “terrorist supporting” country; and (b) you are not listed on any
U.S. Government list of prohibited or restricted parties. Apple and its
subsidiaries are third party beneficiaries of these Terms and upon your
acceptance of the terms and conditions of these Terms, Apple will have
the right (and will be deemed to have accepted the right) to enforce these
Terms against you as a third party beneficiary hereof. MomentoNFT expressly
authorises use of the Platform by multiple users through the Family Sharing
or any similar functionality provided by Apple.
Google Play.
By downloading the Platform from Google Play (or its successors) operated
by Google, Inc. or one of its affiliates (“Google”), you specifically acknowledge
and agree that: to the extent of any conflict between (a) the Google Play
Terms of Services and the Google Play Business and Program Policies or
such other terms which Google designates as default end user license terms
for Google Play (all of which together are referred to as the “Google Play
Terms”), and (b) the other terms and conditions in these Terms, the Google
Play Terms shall apply with respect to your use of the Platform that you
download from Google Play, and you hereby acknowledge that Google does
not have any responsibility or liability related to compliance or non-compliance
by MomentoNFT or you (or any other user) under these Terms or the Google
Play Terms.
12. Other Terms
Open Source.
The Platform contains certain open source software. Each item of open source
software is subject to its own applicable license terms, which can be found
at Open Source Policy.
Entire Agreement.
These Terms constitute the whole legal agreement between you and MomentoNFT
and govern your use of the Services and completely replace any prior agreements
between you and MomentoNFT in relation to the Services.
Links.
You may link to our home page, provided you do so in a way that is fair
and legal and does not damage our reputation or take advantage of it. You
must not establish a link in such a way as to suggest any form of association,
approval or endorsement on our part where none exists. You must not establish
a link to our Services in any website that is not owned by you. The website
in which you are linking must comply in all respects with the content standards
set out at “Your Access to and Use of Our Services” above. We reserve the
right to withdraw linking permission without notice.
No Waiver.
Our failure to insist upon or enforce any provision of these Terms shall
not be construed as a waiver of any provision or right.
Security.
We do not guarantee that our Services will be secure or free from bugs
or viruses. You are responsible for configuring your information technology,
computer programmes and platform to access our Services. You should use
your own virus protection software.
Severability.
If any court of law, having jurisdiction to decide on this matter, rules
that any provision of these Terms is invalid, then that provision will
be removed from the Terms without affecting the rest of the Terms, and
the remaining provisions of the Terms will continue to be valid and enforceable.
ARBITRATION AND CLASS ACTION WAIVER.
This Section includes an arbitration agreement and an agreement that all
claims will be brought only in an individual capacity (and not as a class
action or other representative proceeding). Please read it carefully. You
may opt out of the arbitration agreement by following the opt out procedure
described below.
Informal Process First.
You agree that in the event of any dispute between you and MomentoNFT,
you will first contact MomentoNFT and make a good faith sustained effort
to resolve the dispute before resorting to more formal means of resolution,
including without limitation any court action.
Arbitration Agreement.
After the informal dispute resolution process any remaining dispute, controversy,
or claim (collectively, “Claim”) relating in any way to your use of MomentoNFT’s
services and/or products, including the Services, or relating in any way
to the communications between you and MomentoNFT or any other user of the
Services, will be finally resolved by binding arbitration. This mandatory
arbitration agreement applies equally to you and MomentoNFT. However, this
arbitration agreement does not (a) govern any Claim by MomentoNFT for infringement
of its intellectual property or access to the Services that is unauthorized
or exceeds authorization granted in these Terms or (b) bar you from making
use of applicable small claims court procedures in appropriate cases. If
you are an individual you may opt out of this arbitration agreement within
thirty (30) days of the first of the date you access or use this Services
by following the procedure described below. You agree that the U.S. Federal
Arbitration Act governs the interpretation and enforcement of this provision,
and that you and MomentoNFT are each waiving the right to a trial by jury
or to participate in a class action. This arbitration provision will survive
any termination of these Terms. If you wish to begin an arbitration proceeding,
after following the informal dispute resolution procedure, you must send
a letter requesting arbitration and describing your claim to: MomentoNFT
Inc., 5800 Bristol Parkway, Culver City, CA 90230 The arbitration will
be administered by the American Arbitration Association (AAA) under its
rules including, if you are an individual, the AAA's Supplementary Procedures
for Consumer-Related Disputes. If you are not an individual or have used
the Services on behalf of an entity, the AAA's Supplementary Procedures
for Consumer-Related Disputes will not be used. The AAA's rules are available
at www.adr.org. Payment of all filing, administration and arbitrator fees
will be governed by the AAA's rules. If you are an individual and have
not accessed or used the Services on behalf of an entity, we will reimburse
those fees for claims where the amount in dispute is less than $10,000,
unless the arbitrator determines the claims are frivolous, and we will
not seek attorneys’ fees and costs in arbitration unless the arbitrator
determines the claims are frivolous. The arbitrator, and not any federal,
state, or local court, will have exclusive authority to resolve any dispute
relating to the interpretation, applicability, unconscionability, arbitrability,
enforceability, or formation of this arbitration agreement, including any
claim that all or any part of this arbitration agreement is void or voidable.
However, the preceding sentence will not apply to the “Class Action Waiver”
section below. If you do not want to arbitrate disputes with MomentoNFT
and you are an individual, you may opt out of this arbitration agreement
by sending an email to us within thirty (30) days of the first of the date
you access or use the Services.
Class Action Waiver.
Any Claim must be brought in the respective party’s individual capacity,
and not as a plaintiff or class member in any purported class, collective,
representative, multiple plaintiff, or similar proceeding (“Class Action”).
The parties expressly waive any ability to maintain any Class Action in
any forum. If the Claim is subject to arbitration, the arbitrator will
not have authority to combine or aggregate similar claims or conduct any
Class Action nor make an award to any person or entity not a party to the
arbitration. Any claim that all or part of this Class Action Waiver is
unenforceable, unconscionable, void, or voidable may be determined only
by a court of competent jurisdiction and not by an arbitrator. The parties
understand that any right to litigate in court, to have a judge or jury
decide their case, or to be a party to a class or representative action,
is waived, and that any claims must be decided individually, through arbitration.
If this class action waiver is found to be unenforceable, then the entirety
of the Arbitration Agreement, if otherwise effective, will be null and
void. The arbitrator may award declaratory or injunctive relief only in
favor of the individual party seeking relief and only to the extent necessary
to provide relief warranted by that party's individual claim. If for any
reason a claim proceeds in court rather than in arbitration, you and MomentoNFT
each waive any right to a jury trial. If a counter-notice is received by
MomentoNFT’s Copyright Agent, we may send a copy of the counter-notice
to the original complaining party informing that person that we may replace
the removed content or cease disabling it. Unless the original complaining
party files an action seeking a court order against the Content Provider,
member or user, the removed content may be replaced, or access to it restored,
in ten business days or more after receipt of the counter-notice, at MomentoNFT’s
sole discretion. Please understand that filing a counter-notification may
lead to legal proceedings between you and the complaining party to determine
ownership. Be aware that there may be adverse legal consequences in your
country if you make a false or bad faith allegation by using this process.
California Consumer Rights Notice.
Under California Civil Code Section 1789.3, California users of the Services
receive the following specific consumer rights notice: The Complaint Assistance
Unit of the Division of Consumer Services of the California Department
of Consumer Affairs may be contacted in writing at the contact information
set forth. Users of the Services who are California residents and are under
18 years of age may request and obtain removal of User Content they posted
by contacting us. All requests must be labeled "California Removal Request"
on the email subject line. All requests must provide a description of the
User Content you want removed and information reasonably sufficient to
permit us to locate that User Content. We do not accept California Removal
Requests via postal mail, telephone or facsimile. We are not responsible
for notices that are not labeled or sent properly, and we may not be able
to respond if you do not provide adequate information.
Exports.
You agree that you will not export or re-export, directly or indirectly
the Services and/or other information or materials provided by MomentoNFT
hereunder, to any country for which the United States or any other relevant
jurisdiction requires any export license or other governmental approval
at the time of export without first obtaining such license or approval.
In particular, but without limitation, the Services may not be exported
or re-exported (a) into any U.S. embargoed countries or any country that
has been designated by the U.S. Government as a “terrorist supporting”
country, or (b) to anyone listed on any U.S. Government list of prohibited
or restricted parties, including the U.S. Treasury Department's list of
Specially Designated Nationals or the U.S. Department of Commerce Denied
Person’s List or Entity List.
U.S. Government Restricted Rights.
The Services and related documentation are "Commercial Items", as that
term is defined at 48 C.F.R. §2.101, consisting of "Commercial Computer
Software" and "Commercial Computer Software Documentation", as such terms
are used in 48 C.F.R. §12.212 or 48 C.F.R. §227.7202, as applicable. Consistent
with 48 C.F.R. §12.212 or 48 C.F.R. §227.7202-1 through 227.7202-4, as
applicable, the Commercial Computer Software and Commercial Computer Software
Documentation are being licensed to U.S. Government end users (a) only
as Commercial Items and (b) with only those rights as are granted to all
other end users pursuant to the terms and conditions herein.