VERSION NUMBER 0.0.1
These Terms are a legal agreement between you and Monegraph, and they contain important information on your legal rights, remedies and obligations. You may use the Token only if you can form a binding contract with Monegraph.
Please read and review these Terms carefully. By holding or otherwise using the Token (i) you agree that you have read, understood and are bound by these Terms; (ii) you will comply with all applicable laws, regulations, rules and policies; and (iii) you represent that you are an adult and have the legal capacity to enter a contract in the jurisdiction where you reside, and are no younger than 18 years old. You also agree that your possess to and use of the Token is a valuable benefit that you receive by agreeing to and complying with these Terms. If you do not agree to these Terms, you may not possess, browse or use the Token.
Minors Prohibited: The Token is not directed to individuals younger than eighteen (18) years of age. If you are younger than eighteen, you are not authorized to possess or use the Token.
- Overview of the Monegraph Token
Monegraph provides a Token for the registration and exploitation of unique digital media and the payment of royalties associated with that media.
Each Token released by Monegraph is uniquely associated with a digital media file and represents a claim on future royalty payments owed to that digital media file.
When you acquire a Monegraph media Token, you will receive a set of blockchain keys and values, to be stored in a secure digital wallet by the user, which represents your unique claim of ownership of that future royalty payment. Publication on the public ledger and on the Token commits that claim to the public record.
By accquiring a Monegraph media Token, you agree to allow Monegraph, on your behalf, to (1) announce publicly that you are the current owner of that token, (2) uniquely identify the Token through digital methods of identification that may consist of hashing or other digital forensic techniques, (3) create the right to title and date the Digital Work and to amend or change the title of the Digital Work, (4) assign possible subsequent rights to create derivative works based on the Digital Work , (5) assign possible subsequent rights to sublicense rights to the Digital Work , (6) assign the right to collect royalties to the Digital Work, and (7) establish usage and payment rights pertaining to the Digital Work. Monegraph reserves the right to create additional rights as needed. This Original Royalties Contract only establishes the rights to define the foregoing terms; the actual terms are provided in each License Agreement (as that term is defined below).
You may offer a Digital Work, or edition of a Digital Work, to other users pursuant to a variety of license agreement templates which can be chosen upon authentication of such Digital Work (each a License Agreement. Additionally, you may solicit other users to create one or more Digital Works for use by you pursuant to the type of License Agreement you choose. Upon consummation of the relevant License Agreement, you will receive a set of blockchain keys and values, also to be stored in a secure digital wallet by Monegraph on your behalf, which represents the License Agreement entered into by you and the corresponding user.
Monegraph does not act as your sales or marketing agent in the exploitation of your Digital Work(s). Instead, Monegraph solely provides you with license creation, rights transfer and royalites management services. The fees for Monegraph’s services are listed at https://monegraph.com/fees.
You acknowledge that entering into any transaction electronically (including without limitation all records relating to such transactions) constitutes your agreement and intent to be bound by and to pay for such agreements and transactions. You are solely responsible for any disputes you may have with another user regarding such agreements and transactions. We reserve the right, but have no obligation, to monitor disputes between you and other users. MONEGRAPH DISCLAIMS ALL LIABILITY RELATED TO ANY DISPUTES BETWEEN USERS.
In the event you transfer or license rights in any Digital Work outside of the Token, we shall have no obligation or liability regarding such transaction.
- Ownership and Restrictions on Use
Monegraph is the owner or licensee of all Platform Content on the Platform. Platform Content includes, without limitation, applications, software, videos, images, text, scripts, photos, graphics, music, animation, audio, audiovisual materials, downloadable materials, applications, and also includes the look and feel, design, layout, organization, presentation, user interface, navigation and stylistic conventions of the Token, as well as trademarks, trade names, service marks or logos owned or licensed by Monegraph, and all other intellectual property rights covering or embodied by the Platform Content, including, without limitation, all copyrights, moral rights, trademark rights and patent rights. The Platform Content does not include User Content or Content reference by the Platform’s media Tokens, as described herein. You do not acquire any ownership interest in any Platform Content by possessing or using the Token or Token Content.
- System Requirements
To possess the Token, you will need a compatible device, Internet access, and certain software that may require updates or upgrades. Your ability to use the Token may be affected by the performance of hardware, software, and Internet access. You agree that such system requirements, which may change from time to time, are your responsibility. You are responsible for any costs you incur to possess the Internet.
- Your Use and User Content; License Grant; Right to Monitor and Editorial Control
You may possess, browse and use the Platform and Platform Content only in accordance with these Terms. You may not copy, reproduce, modify, distribute, transmit, display, perform, publish or otherwise use or exploit, through any means or media, any of the Token or Token Content, except as expressly provided herein.
Parts of the Token will allow you to post, upload, transmit or submit Digital Works and other content and information to the Token (collectively, “User Content”).
Please do not post any confidential, secret or proprietary information or material through the Token, by e-mail or in any other way. By providing User Content to us, you: (i) represent and warrant, to us and to all other users of the Token, that User Content is your original creation, that you own or otherwise control all of the rights in User Content, or that you have the rights necessary to grant to us the license to User Content granted herein, and that User Content does not violate any rights, including rights of privacy, of any party and does not otherwise violate the law; (ii) represent that you have no expectation of confidentiality of any nature with respect to User Content and that we, our affiliates, our licensors and/or their affiliates may already have projects under consideration or are independently developing projects that are similar to User Content; (iii) grant to us and our affiliates a world-wide, non-exclusive, fully paid-up, royalty-free, unrestricted, perpetual, irrevocable, fully transferable, assignable and fully sub-licensable (through multiple tiers) right and license, to copy, reproduce, edit, modify, distribute, prepare derivative works of, transmit, translate, display, perform, publish, sell and adapt the User Content through any means or media, whether now existing or subsequently developed, and without any compensation to you or any third party, solely in connection with the operation, maintenance and promotion of the Token; and (iv) shall indemnify and hold us harmless from and against any and all claims, actions and damages (including, without limitation, court costs, legal fees, accounting fees and amounts paid in settlement) that are related to or result from your use of the Token, the Token Content, User Content or your posting on, or submission to, the Token, and/or your violation of these Terms or your representations and warranties hereunder. You will cooperate as fully as reasonably required in the defense of any such claim or action; however, we reserve the right, at our own expense, to assume the exclusive defense and control of any matter subject to indemnification by you.
We cannot be responsible for maintaining User Content, and we may remove User Content from the Token at any time, for any and no reason, and without notice to you. We reserve the right, but do not have an obligation, to monitor and/or review all materials posted to or through the Token and/or Token Content by our Users, and we are not responsible for any such materials. We reserve the right at all times to disclose any information as necessary to satisfy any law, regulation or government request, or to edit, refuse to post or to remove any information or materials, in whole or in part, that in our sole discretion are objectionable or in violation of these Terms or applicable law. We may also restrict your possess to part or all of the Token or Token Content without notice or penalty if we believe that you are in breach of these Terms or applicable law, or for any other reason, all without notice or liability. Â
- Prohibited Conduct
You warrant and agree that, while possessing or using the Token, you will not:
reproduce, duplicate, copy, download, stream, capture, archive, upload, publish, broadcast, sell, resell, modify, translate, decompile, disassemble, reverse engineer or exploit any portion of the Token or the Token Content unless permitted under these Terms or with the prior written authorization of Monegraph and any applicable licensors;
possess or attempt to possess another user’s account that you are not authorized to possess;
incorporate Token Content into any hardware or software application without prior authorization of Monegraph;
impersonate any person or entity or misrepresent your affiliation with any other person or entity, whether actual or fictitious, including anyone from the Token, our licensors or anyone otherwise affiliated with us;
sell, rent, lease, distribute, broadcast, sublicense or otherwise assign any right to the Token Content to any third party;
remove any proprietary notices or labels on any Token Content;
use an inappropriate username or screen name;
insert your own or a third party’s advertising, branding or other promotional content on the Token or into any Token Content;
post, email, transmit or otherwise make available unsolicited or unauthorized advertising, promotional materials, “junk mail,” “spam,” “chain letters,” “stock touts,” “pyramid schemes,” or any other form of solicitation;
obtain or attempt to gain unauthorized possess to other computer systems, materials, information or any Token Content available on or through the Token through any means, including through means not intentionally made publicly available or provided through the Token;
engage in any automatic or unauthorized means of possessing, logging-in or registering on the Token, or obtaining lists of users or other information from or through the Token, including, without limitation, any information residing on any server or database connected to the Token;
use the Token or Token Content in any manner that could interrupt, damage, disable, overburden or impair the Token, or interfere with any other party’s use and enjoyment of the Token, including, without limitation, sending mass unsolicited messages or “flooding” servers;
use the Token or Token Content in violation of our intellectual property or other proprietary or legal rights or rights of any third party;
use the Token or Token Content in violation of any applicable law;
attempt (or encourage or support anyone else’s attempt) to disable, bypass, modify, defeat, circumvent, reverse-engineer, decrypt, or otherwise alter, or interfere with, the Token or the Token Content, including without limitation any security, digital rights management or data encryption components limiting possess to Token Content;
use the Token to “stalk” or otherwise harass or harm another in any way; or
collect or store personal data about other users of the Token.
- Your Registration and Your Information
You are solely responsible for maintaining the confidentiality of Your Information. You are also solely responsible for any and all activities on the Token that occur under Your Registration or Your Information. You must notify us immediately of any suspected or actual unauthorized use of Your Registration or Your Information, and of any and all other security breaches.Â If you believe your account ID or password has been lost or stolen, contact us at email@example.com
We reserve the right to terminate Your Registration or to refuse services to you, without prior notice to you, at any time and for any or no reason. Without limiting the foregoing, if you are a repeat copyright infringer, we will, in appropriate circumstances, permanently terminate Your Registration and remove User Content from the Token.Â You have the right to cancel Your Registration at any time.Â You may cancel Your Registration by following the instructions on the Token. If you voluntarily terminate Your Registration or allow Your Registration to lapse, you may reactivate Your Registration at any time through the user account section of the Token.Â Accounts terminated by us for any type of abuse including, without limitation, a violation of these Terms, may not be reactivated. Even after termination of Your Registration, these Terms will remain in effect.
Monegraph reserves the right to modify, suspend, or discontinue the Platform and/or access to any Platform Content or Token functionality, or any part thereof, at any time and without notice to you, and Monegraph will not be liable to you should it exercise such rights, even if your use of Token functionality is impacted by the change.
- Links to Third-Party Websites
We may provide links to websites of third parties. If you click on these links, you will leave the Token. These third parties and their websites are not under our control. We do not examine or evaluate these websites and we are not responsible for their content or operation. By providing links to these websites, we do not approve, warrant or endorse, or otherwise make any representation about, them or their owners or operators, and do not assume any related responsibility or liability. You should exercise your own judgment in evaluating and using these websites. When you link to these websites, you become subject to their terms and conditions of use and privacy policies.
- Warranty Disclaimers
We administer, control and operate the Platform from our offices in the United States of America. The Token is possessible world-wide; however, some of its features, functions or Token Content may not be available or appropriate for use outside of the United States and/or may not be available to all persons or in all geographic locations. We make no representation that the Token and Token Content are appropriate or authorized for use in all countries, states, provinces, counties or any other jurisdictions. Your possess and use of the Token may not be legal in your jurisdiction. If you choose to possess, browse or use the Token, you do so on your own initiative and risk, and you are responsible for compliance with all applicable laws if, and to the full extent that, such laws and restrictions are applicable. We reserve the right to limit, in our sole discretion, the provision of any feature or function of the Token to any person and geographic area. Any offer for any feature or function made on the Token is void where prohibited.
Any information we provide on the Token is of a general nature only, and we specifically disclaim any liability concerning any action that any person may take based on any information or guidance provided at the Token.
We do not guarantee the accuracy, timeliness, correctness, completeness, performance or fitness for a particular purpose of the Token or any of Token Content. We are not liable for any errors, omissions, or inaccurate Token Content. We are not responsible for typographic errors.
THE SITE AND SITE CONTENT ARE PROVIDED “AS IS” AND “AS AVAILABLE” WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY WARRANTY FOR INFORMATION, DATA, DATA PROCESSING SERVICES, UPTIME OR UNINTERRUPTED possess, ANY WARRANTIES CONCERNING THE AVAILABILITY, ACCURACY OR USEFULNESS OF Token CONTENT AND ANY IMPLIED WARRANTIES OF MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE OR NON-INFRINGEMENT, WHICH ARE EXCLUDED FROM THESE TERMS TO THE EXTENT THAT THEY MAY BE EXCLUDED AS A MATTER OF LAW. WE DO NOT WARRANT THAT THE Token OR Token CONTENT WILL BE TIMELY, SECURE, UNINTERRUPTED, OR OPERATED FREE OF DELAYS IN TRANSMISSION, FAILURE IN PERFORMANCE, COMPUTER VIRUSES, INACCURACIES, ERRORS, OR DEFECTS. YOU USE THE Token AT YOUR OWN RISK. WE ALSO ASSUME NO RESPONSIBILITY, AND SHALL NOT BE LIABLE FOR, ANY DAMAGES TO, OR VIRUSES THAT MAY INFECT, YOUR COMPUTER EQUIPMENT OR OTHER PROPERTY ON ACCOUNT OF YOUR possess TO, BROWSING IN, OR USE OF, THE Token OR YOUR DOWNLOADING OF THE Token CONTENT. YOU ARE SOLELY RESPONSIBLE FOR IMPLEMENTING SUFFICIENT PROCEDURES AND VIRUS CHECKS (INCLUDING ANTI-VIRUS AND OTHER SECURITY CHECKS) TO SATISFY YOUR PARTICULAR REQUIREMENTS FOR THE ACCURACY AND SECURITY OF DATA INPUT AND OUTPUT. WE MAKE NO WARRANTY THAT THE Token WILL MEET USERS’ REQUIREMENTS. NO ADVICE, RESULTS OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM US OR THROUGH THE Token SHALL CREATE ANY WARRANTY NOT EXPRESSLY MADE HEREIN.
Some jurisdictions do not allow the disclaimer of implied warranties, so the foregoing disclaimers may not apply to you.
YOU ACKNOWLEDGE AND AGREE THAT YOUR SOLE REMEDY FOR ANY PROBLEMS OR DISSATISFACTION WITH THE Token IS TO TERMINATE YOUR REGISTRATION AND DISCONTINUE ALL USE OF THE Token.
- Limitation of Liability
EXCEPT AS SET FORTH HEREIN, UNDER NO CIRCUMSTANCES, INCLUDING, WITHOUT LIMITATION, BREACH OF CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY OR ARISING UNDER ANY OTHER LEGAL OR EQUITABLE THEORY WILL WE BE LIABLE FOR ANY DIRECT, INDIRECT, SPECIAL, PUNITIVE, INCIDENTAL OR CONSEQUENTIAL DAMAGES THAT ARISE OUT OF OR IN CONNECTION WITH THE USE OF THE Token OR WITH THE DELAY OR INABILITY TO USE THE Token OR Token CONTENT, OR FOR ANY INFORMATION, SOFTWARE APPLICATIONS, PRODUCTS OR SERVICES OBTAINED THROUGH THE Token, OR OTHERWISE ARISING OUT OF THE USE OF THE Token, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. BECAUSE SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, THOSE ASPECTS OF THE HEREIN LIMITATION MAY NOT APPLY TO YOU, IN WHICH CASE OUR LIABILITY SHALL BE LIMITED TO THE FULLEST EXTENT PERMITTED BY LAW.
IN NO EVENT SHALL WE BE LIABLE FOR, OR IN CONNECTION WITH, ANY CONTENT POSTED, TRANSMITTED, EXCHANGED OR RECEIVED BY OR ON BEHALF OF ANY USER OR OTHER PERSON ON OR THROUGH THE Token (INCLUDING, WITHOUT LIMITATION, ANY OF YOUR USER CONTENT). IN NO EVENT SHALL OUR TOTAL LIABILITY TO YOU FOR ALL DAMAGES, LOSSES AND CAUSES OF ACTION EXCEED, IN THE AGGREGATE, ONE HUNDRED U.S. DOLLARS (US$100).
- Notification and Counter-Notification of Claim of Copyright Infringement
We respect the intellectual property rights of others and require our users to do the same.
To notify us of your claim of copyright infringement with respect to any Token Content or User Content, please send a written communication to our designated copyright agent:
Kevin McCoy, 231 Bowery, 2nd Floor, New York, NY 10002. firstname.lastname@example.org
Do not contact us using this contact information for anything other than for notifying us of a claim of copyright infringement.Â For all other inquiries, please contact us at email@example.com
Your notice must include:
A physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed;
Identification of the copyrighted work claimed to have been infringed, or, if multiple copyrighted works at the Token are covered by a single notification, a representative sample of such works or a link or URL to such works;
Identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or possess to which is to be disabled, as well as a link or URL to all such material at the Token;
Information reasonably sufficient to permit us to contact you, such as an address, telephone number, and, if available, an electronic mail address;
A statement that you have a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law; and
A statement that the information in the notification is accurate and, under penalty of perjury, that you are authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.
Upon receiving a proper notification of copyright infringement as described herein, we will remove or disable possess to the allegedly-infringing material and promptly notify the alleged infringer of your claim. We also will advise the alleged infringer of the counter-notification procedure, as described in, and required by, The Digital Millennium Copyright Act of 1998, 17 U.S.C. Â§ 512.
If content you posted on the Token was removed for copyright or intellectual property infringement, and you would like to dispute that removal, the process for counter-notifications is as follows:
- To file a counter-notification with us, you must provide our Copyright Agent, at the address set forth herein, with a written communication that sets forth the items specified herein.
- Please note that under Section 512(f) of the DMCA, any person who knowingly materially misrepresents that material or activity was removed or disabled by mistake or misidentification may be subject to liability. Please also be advised that we enforce a policy that provides for the termination, in appropriate circumstances, of the accounts of (or possess privileges by) Users who are infringers. Accordingly, if you are not sure whether certain material infringes your copyright or the copyrights of others, we suggest that you first contact an attorney.
To expedite our ability to process your counter-notification, please use the following format (including section numbers):
Identify the specific URLs of (or other information sufficient to allow us to identify) material that we have removed or to which we have disabled possess.
Provide your full name, address, telephone number, email address and, if you are a registered user, the user name of your user account.
Provide a statement that you consent to the jurisdiction of the Federal District Court for the judicial district in which your address is located or, if your address is outside of the U.S.A., the Federal District Court for the Southern District of New York, and that you will accept service of process from the person who provided notification to our Copyright Agent in accordance with the process outlined herein, or an agent of such person.
Include the following statement: “swear, under penalty of perjury, that I have a good faith belief that the material was removed or disabled as a result of a mistake or misidentification of the material to be removed or disabled.”
Sign the notice.Â If you are providing notice by email, a scanned physical signature or a valid electronic signature will be accepted. Send the communication to our designated copyright agent using the contact information provided herein.
After we receive your counter-notification, we will forward it to the party who submitted the original claim of copyright infringement. Please note that when we forward the counter-notification, it includes any of your personally identifiable information set forth in the counter-notification. By submitting a counter-notification, you consent to having such personally identifiable information revealed in this way. We will not forward the counter-notification to any party other than the original claimant.
After we send out the counter-notification, the claimant must then notify us within ten (10) days that he or she has filed an action seeking a court order to restrain you from engaging in infringing activity relating to the material on the Token. If we receive such notification, we will be unable to restore the items. If we do not receive such notification, we may, but are not obligated to, reinstate the disputed item(s).
If you reside outside of the United States, please understand that filing a counter-notice 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 and/or the United States of America if you make a false or bad faith allegation by using this process. Please also be advised that we enforce a policy that provides for the termination in appropriate circumstances of possess privileges for users who are infringers. So, if you are not sure whether content you posted on the Token is being infringed, or are otherwise unsure of whether to file a counter-notification using these procedures, we strongly recommend you first contact a lawyer knowledgeable in the laws of the United States and the State of California. If you do wish to file a counter-notice, you should follow the process set forth herein under the heading “Counter-Notices.”
If you are the owner of any intellectual property other than copyrighted materials (such as, for example, a trademark), or an agent thereof, and believe that any item of content or other materials on the Token infringes upon your rights in such intellectually property, you must submit a notification to us in the same manner as provided herein in respect of notice of alleged copyright infringement, including providing the same information in writing to the designated Copyright Agent set forth herein.
DISCLAIMER:Â WE ARE NOT YOUR ATTORNEYS, AND THE INFORMATION WE PRESENT HERE IS NOT LEGAL ADVICE.Â WE PRESENT THIS INFORMATION FOR INFORMATIONAL PURPOSES ONLY.
Monegraph may send you notices by sending an email message to the email address listed in Your Information or by a posting on the Token. Notices shall become effective immediately upon their distribution or posting.
- No Relationship
There is no agency, partnership, joint venture, employee-employer or franchisor-franchisee relationship between you and Monegraph or between Monegraph and any other user of the Token. You further acknowledge that that by submitting User Content, no confidential, fiduciary, contractually implied or other relationship is created between you and Monegraph other than pursuant to these Terms.
You agree that we may assign any of our rights, and/or transfer, sub-contract or delegate any of our obligations, under these Terms. Your agreement to these Terms is personal to you and you may not transfer or assign it to any third party.
- Governing Law.
You agree that the laws of the United States of America and the laws of the State of New York, without regard to the principles of conflicts of laws, will govern your use of the Token, these Terms and all matters relating to your possess to, and/or use of, the Token, including all disputes between you and Monegraph. You irrevocably submit to the exclusive jurisdiction of, and venue in, the state and federal courts seated in New York County, New York, and the related appellate courts, in any related action or proceeding. Â
- Entire Agreement.
YOU ACKNOWLEDGE THAT YOU HAVE READ THIS AGREEMENT, UNDERSTAND IT, AND AGREE TO BE BOUND BY ITS TERMS AND CONDITIONS.
If any part of these Terms is determined to be invalid or unenforceable under applicable law including, without limitation, the warranty disclaimers and liability limitations stated herein, then the invalid or unenforceable provision(s) will be deemed superseded by a valid, enforceable provision that most closely matches the intent of the original provision, and the remainder of these Terms shall continue in full effect.
Any rights not expressly granted in these Terms are reserved to us.