TERMS OF SERVICE
July 9, 2021
Service and terms
7Moments Pte. Ltd. (UEN: 202119545R), a private limited company incorporated in the Republic of Singapore having its registered address at 160 Robinson Road, #14-04, Singapore 068914 (“7Moments”, “we”, “us”, or “our”) provides its marketplace and services to you (“you” or “user”) through our platform, website and marketplace located at www.7moments.com (collectively, the “Platform”). Access to and use of the Platform and the services thereon are subject to the following terms and conditions, as amended from time to time (the “Terms”). By registering for an account, or by using or accessing the Platform, you confirm that you have read and are deemed to have accepted the entire Terms. If you are representing a legal entity, you confirm and warrant that you have the authority to accept these Terms on behalf of such legal entity.
PLEASE NOTE THAT THE TERMS CONTAIN AN ARBITRATION CLAUSE, THROUGH WHICH YOU ACCEPT THAT ANY AND ALL LEGAL CLAIMS DIRECTED AGAINST US OR THE PLATFORM WILL BE SUBJECT TO BINDING AND FINAL AWARD BY ARBITRATION, INSTEAD OF REGULAR COURT PROCEEDINGS.
We reserve the right to amend these Terms at any time in our sole discretion without prior notice, in which case we will use our reasonable endeavors to provide information on such amendments on the Platform. The date indicated in the heading also sets out when the last amendment was made. Your continued use of the Platform constitutes an acceptance of the latest version of these Terms as applicable from time to time.
YOU ARE PROHIBITED FROM USING THIS PLATFORM IF YOU ARE NOT OF THE LEGAL AGE IN YOUR JURISDICTION TO ACCEPT THESE TERMS OR TO USE THE PLATFORM, OR IF LOCAL LEGISLATION PREVENTS YOU FROM DOING SO.
The Platform is a digital platform for collectors to purchase, make offers for and bid for digital art collectibles endorsed by athletes/celebrities and digitally packaged to be represented on a non-fungible Ethereum-based token (each a “Collectible”). The athlete’s/celebrity’s endorsement of the Collectible is secured contractually with the relevant athlete/celebrity, who has certified that the Collectible will be the only personally authorized reproduction of the relevant moment. The Collectibles on the Platform are represented on self-executing contracts between buyers and sellers (“Smart Contract”) on the Ethereum blockchain, that provides an immutable distributed ledger of all transactions that occur on the Platform.
You will need to use the MetaMask electronic wallet or another supported electronic wallet, which will enable you to purchase and store Collectibles that you collect or purchase via the Platform. Payment is accepted in Ethereum, although we may elect to accept payment in other cryptocurrencies from time to time, in which case we will provide relevant information on the Platform. Transactions that take place in the Platform are managed and confirmed through the Ethereum network.
7Moments does not provide storage or custodial services.
You are hereby informed that your Ethereum public address will be made publicly visible whenever you engage in a transaction in the Platform.
Changes to the Platform
7Moments reserves the right to modify, change, suspend or discontinue the Platform and any services, features and functions therein, temporarily or permanently, with or without notice. You agree that we will not be liable to you or to any third party for any such modification, change, suspension, or discontinuance.
Registration & Security
If we opt to offer accounts, you are furthermore responsible for maintaining the confidentiality of your account and password and are solely responsible for all activities that occur under your password or account. You undertake to promptly notify us of any unauthorized use of your password or account or any other actual or suspected security breach, and furthermore to ensure that you log out from your account at the end of each session when accessing the Platform. We will not be liable for any loss or damage arising from your failure to comply with this section.
Usage restrictions and prohibitions
You agree to use the Platform only for purposes that are legal and in accordance with these terms any applicable laws and regulations.
You warrant and agree not to:
● exploit the Platform for unauthorized commercial purposes;
● use the Platform for engaging in or promoting illegal activities, including without limitation money laundering or to violate the rights of others;
● modify, adapt, translate, or reverse engineer any portion of the Platform;
● remove any trademark or other proprietary right notices contained in or on the Platform;
● use any robot, spider, site search/retrieval application, or other device to retrieve or index any portion of the Platform or the content posted on the Platform, or to collect information about its users for any unauthorized purpose;
● impersonate any person or entity, or otherwise misrepresent you or your affiliation with any person or entity on the Platform;
● distribute, license, transfer, or sell, in whole or in part, any of the content of the Platform or any derivative works thereof;
● do anything (or attempt) to interfere/tamper with, disrupt or impair the intended operation of the Platform, disrupt our website or any networks connected to the Platform, or bypass/circumvent any measures we may use to prevent or restrict access to the Platform;
● attempt to create accounts or access or collect information in unauthorised ways including creating accounts or collecting information in an automated way on the Platform without our express permission; and
● access or use the Platform for the purpose of creating a product or service that is competitive with any of our Platform or products or services.
Intellectual Property Rights
Ownership of the Platform
All rights, title, interest and know-how in and to all elements of the Platform (including but not limited to computer code, software, art, designs, data and systems) and any part and improvement thereof, as well as any derivative works thereof, including but not limited to copyrights, database rights, patent rights, trademark and service mark rights, trade secret rights, moral rights, and all other intellectual property rights shall remain wholly vested in 7Moments.
Except as expressly set forth in these Terms
● your use of the Platform does not grant you ownership of or any other rights to the Platform or any of its code or content. We reserve all rights in and to the Platform and its contents that are not expressly granted to you in these Terms.
● your purchase of a Collectible, whether via the Platform or otherwise, does not give you any rights or licenses in or to the Platform (including, without limitation, our copyright in and to the associated Collectible(s)) other than those expressly contained in these Terms.
You must not post, distribute, or reproduce in any way any copyrighted material, trademarks, or other proprietary information without obtaining the prior written consent of the owner of such proprietary rights. Unless indicated otherwise, all content, images and graphics, video, audio, information, links, and other material and files (collectively, “Material”) found on this Platform are protected by copyright, trademark and other proprietary rights. You expressly agree not to copy, reproduce, download, modify, edit, use, publish, transmit, reproduce in whole or in part, directly or indirectly, any Material on this Platform without the prior written consent of 7Moments. You further agree to comply with all copyright, trademarks and other proprietary rights by any third parties that you may access from this Platform. 7Moments will not be held responsible for any copyright, trademark or proprietary rights infringements caused by third party material accessed on the Platform.
The user grants us a worldwide, perpetual, irrevocable, transferable, sub-licensable, royalty-free license to use any suggestion, recommendation, feature request, or other feedback related to the Platform provided by or on behalf of a user, and to incorporate any of the above into the Platform.
7Moments rights to Collectibles
7Moments owns all legal rights and interests in all intellectual property rights to the Collectibles minted by 7Moments on the Platform, including but not limited to copyrights and trademarks. As a copyright owner, 7Moments has the right to e.g. reproduce, prepare derivative Collectibles, distribute, and display the Collectible.
7Moments warrants that Collectibles listed on the Platform do not contain unlicensed or unauthorized copyrighted content, content not authorized for use by 7Moments, content not in the public domain, or content otherwise without a valid claim of fair use.
License to Collectibles
Upon your purchase of a Collectible being completed in accordance with these Terms and being verified through the Ethereum blockchain, whether by winning an Auction on the Platform or by subsequently purchasing it through a third party marketplace (each such Collectible, an “Owned Collectible”), you have the right to sell your Owned Collectible, or to give it away. You also receive a limited, worldwide, royalty-free license to use and display the Owned Collectible.
You may not, nor may you permit any third part to, do or attempt to any of the following activities without 7Moment’s prior written consent in each case:
● modify, distort, change or amend any Owned Collectible in any way,
● attempt to trademark, copyright or in other ways acquire any further intellectual property rights in any Collectible,
● attempt to mint, tokenize, or create an additional cryptographic token representing the same Owned Collectible, whether on or off of the Ethereum blockchain.
You are prohibited from using or displaying an Owned Collectible in connection with images, videos, or other media that depict hatred, intolerance, violence, cruelty, or anything else that could reasonably be found to constitute hate speech or otherwise infringe upon the rights of others.
7Moments is entitled to, in perpetuity, without limitation (i) display or perform the Owned Collectible to the public in its Platform or in third party media/platforms; (ii) create and distribute digital or physical derivative Collectibles based on the Owned Collectible, (iii) index the Collectible in electronic databases, indexes, catalogues; and/or (iv) host, store, distribute, and reproduce one or more copies of the Owned Collectible within a distributed file keeping system or other database.
The license granted in this section only applies to an Owned Collectible. If you transfer your Owned Collectible to a third party, all of the rights granted to you under these Terms will immediately expire without notice and be transferred to the purchaser, as verified through the Ethereum blockchain.
Discharge from liability
You irrevocably release, acquit, and forever discharge 7Moments and its subsidiaries, affiliates, officers, employees and successors of any liability for direct or indirect copyright or trademark infringement for 7Moment’s display and use of an Owned Collectible in accordance with these Terms.
Third party content
If an Owned Collectible contains any third party intellectual property rights, you may not use the such third party content in any other way than as incorporated in the Owned Collectible and subject to the restrictions contained herein. You furthermore acknowledge that the owner of such third party intellectual property rights may from time to time prescribe further restrictions on the usage thereof which may affect the value and/or utility of your Owned Collectible.
We do not collect any fees, or royalties for transactions outside of the Platform. Users irrevocably release and discharges us and our subsidiaries, affiliates, officers, and successors from any liability for royalties, fines, or fees not received from any off-market transaction.
All transactions on the Platform, including without limitation minting, tokenizing, bidding, offering, purchasing, or confirming, are effected by Smart Contract. The Ethereum network requires the payment of a transaction fee (a “Gas fee”) for all transactions that occur on the Ethereum network. Consequently, every bid/withdrawal/transaction occurring on the Platform is subject to a Gas fee. The applicable Gas fee varies significantly and is completely outside of our control. By using the Platform, you irrevocably accept any applicable Gas Fees and waive the right to make any claims whatsoever related to the applicable Gas fee, including but not limited to claims of invalidity of any bid/withdrawal/transaction in a Collectible.
The terms and mechanics of the Auctions are set forth in our Auction Policy which is hereby incorporated into these Terms. If you place a bid in an Auction which you do not win, you must actively recall your bid as set out in the Auction Policy.
All purchases of Collectibles, as well as associated charges, are non-refundable. This no-refund policy shall apply at all times.
Indemnity by user
The user shall indemnify and hold 7Moments, its parents, subsidiaries, and affiliates, and each of their respective officers, directors, employees, agents and advisors harmless from and against any claims, proceedings, actions, fines, costs, losses, damages and liabilities arising from or in connection with any failure by the user to abide by the Terms.
You acknowledge that your use of the Platform is at your sole risk. The Platform and the services thereon are provided on an “AS IS” and “AS AVAILABLE” basis. We make no warranty or representation and disclaim all responsibility and liability for: (i) the completeness, accuracy, availability, timeliness, security or reliability of the Platform, the services thereon or any content on the Platform; (ii) any harm to your computer system, loss of data, or other harm that results from your access to or use of the Platform, the services thereon or any content on the Platform; and (iii) the deletion of, or the failure to store or to transmit, any content on the Platform and other communications maintained by the Platform. We furthermore do not make any warranties regarding the quality or utility of any Collectible. We do not warrant that it will be possible to sell the Collectible and/or to receive any compensation for the Collectible whatsoever.
To the maximum extent permitted under applicable law, we also DISCLAIM ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT.
You agree that we, in our sole discretion, may suspend or terminate the Platform for any reason and without prior notice. We are not responsible for maintaining or preserving any of the information posted in the Platform.
No refunds will be given to you for any of the purchases which you have made in the Platform, nor to any subsequent buyer of an Owned Collectible at any marketplace.
Limitation of liability
7Moment’s entire liability for all claims, damages, warranties and indemnities arising out of or related to these Terms and/or Collectibles and/or the Platform, regardless of the form of action and legal basis for the claim, will be limited to and will not exceed, in the aggregate, 100 USD.
7Moments and its affiliates, subsidiaries, related entities, directors, partners, officers, employees or agents shall not be liable to you for any indirect, special, exemplary, punitive, incidental or consequential damages, economic or financial loss, or for loss of profit or savings, including but not limited to loss in value of any Collectible, loss of data, or any legal/contractual claims by any third party, loss of use, or loss of goodwill, arising out of or in connection to your use of the Platform and the services thereon.
We will not assume any liability for acts or omissions of any third parties, and we explicitly disclaim any liability for any damage that you may suffer as a result of your transactions or any other interaction with any such third parties. We furthermore disclaim any and all liability for any content or materials of any third parties (including users), including, but not limited to, for any errors in any content, or for any loss or damage of any kind incurred as a result of the use of any such content.
To the fullest extent permitted by applicable law, any dispute you have with any third party arising out of your use of the Platform, 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, subsidiaries, related entities, directors partners, officers, employees and agents 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.
CERTAIN JURISDICTIONS MAY NOT ACCEPT LIMITATIONS OF LIABILITY OR EXCLUSION OF CERTAIN WARRANTIES. IF ANY OF THE LIMITATIONS OF LIABILITY OR EXCLUSIONS OF WARRANTY ARE NOT APPLICABLE TO YOU IN YOUR JURISDICTION, YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE THE USE OF THE PLATFORM.
We are not liable for any failure or delay in our performance under these Terms due to any cause beyond our reasonable control. This includes, but is not limited to, earthquake, fire, flood, embargo, riot, sabotage, attacks on IT systems by third parties (e.g. hacker attacks), breakdowns in electronic and computer information and communications systems, labor shortage or dispute, acts or omissions of civil or military authorities (in particular, but not limited to currency restrictions, suspension or withdrawal of import or export permits), war, acts of sabotage or terrorism.
Assumption of Risk
(i) No guaranteed value. The price of any Collectible is likely to be extremely volatile and subjective. Collectibles have no intrinsic or inherent value. The value of Collectibles may be materially affected by variations in the price of currencies, cryptocurrencies or other digital assets. We cannot guarantee that any Collectible purchased will retain its original value, as the value of Collectibles is inherently subjective and affected by circumstances outside of 7Moment’s control.
(ii) Tax Calculations. You are solely responsible for determining what, if any, taxes apply to your Owned Collectibles and/or transactions in the Platform. We are not responsible for determining the taxes that apply to your transactions on the Platform.
(iii) Use of Blockchain. As a consequence of being on the Ethereum blockchain, neither Collectibles nor transactions are controlled by 7Moments or any other single party and there are consequently several material risks outside of 7Moments’ control. You will use the services of several third parties in connection with purchasing, selling or storing Collectibles and making payments, such as e.g. wallet providers, browser services or marketplaces. Third parties may obtain unauthorized access to information stored in your digital wallet. We do not assume any responsibility for the services of any third parties. Upgrades to the Ethereum network, a hard fork in the Ethereum network, or a change in how transactions are confirmed on the Ethereum network may have adverse effects on the Platform and the utility and/or value of any Collectibles.
(v) Regulatory Uncertainty. The regulatory regime governing blockchain technologies, cryptocurrencies and tokens is highly uncertain, and new regulations or policies may materially adversely affect the development of the Platform, and the potential utility and value of your Collectible(s). Regulations and interpretations may vary across different jurisdictions. We do not assume any responsibility for any such adverse effects.
(vi) Transactions. We are not a party in any of the transactions between you and other users in relation to this Platform. We are also not responsible for any payments owed by other users to you.
(vii) Accuracy. We accept no responsibility for checking the accuracy of data, programs or materials accessed through the Platform, including but not limited to the videos’ content, write-ups’ content, bid information and wallet information, and therefore make no representation concerning its completeness, truth, accuracy or its suitability for any particular purpose. Users should rely on their own independent investigations.
(viii) Conduct of other users. We are not responsible for the conduct of any user. You agree that 7Moments and its affiliates, subsidiaries, related entities or its partners shall not be liable (directly or indirectly) for any losses, damages or refunds whatsoever, whether direct, indirect, general, special, consequential, and/or incidental, arising out of or relating to the conduct of you or anyone else in connection with the use of the Platform and/or any other damages resulting from communications with other users or persons you meet through the Platform. You agree to take all necessary precautions in all interactions with other users.
(ix) Links. Links to other websites or apps are inserted for convenience and are not an endorsement of material at those sites, or any associated organisation, product or service. It is the responsibility of the user to make their own decisions about the accuracy, currency, reliability and correctness of information contained in linked external websites or apps.
(x) Technological risk. You shall assume all risks associated with use of the Platform including risk of your computer, software or data being damaged by any virus which might be transmitted or activated via the Platform or your access to it, and we shall not assume any responsibility or liability for the same.
You are not entitled, in whole or in part, to assign your rights or obligations under these Terms to any other party. We may assign our rights and obligations under these Terms in our sole discretion to an affiliate, or in connection with an acquisition, sale or merger.
We may provide you with notices regarding changes to these Terms and other topics through the Platform. It is your responsibility to regularly visit this Platform in order to verify if there have been any amendments to the Terms and to assess any new information which may be posted.
Validity and Enforceability
If any provision of these Terms is held to be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions will not in any way be affected or impaired, and such provision will be deemed to be restated to reflect the original intentions of 7Moments as nearly as possible in accordance with applicable law.
The failure of 7Moments to enforce at any time any of the provisions of these Terms will in no way be construed to be a waiver of such provision, nor in any way affect the validity of the Terms or any part thereof. No single or partial exercise of any right under these Terms by 7Moments shall preclude any other or further exercise of it.
Nothing in these Terms shall create or be deemed to create a partnership, an agency or a relationship of employer and employee between you and us.
Notwithstanding termination of these Terms or the Platform, the following sections shall survive in perpetuity: Registration and security, Intellectual Property Rights, Fees, No Warranty, No Refunds, Limitation of Liability, Force Majeure, Assignment, Survival, Complete Agreement and Governing law and jurisdiction.
These Terms contain the entire understanding of you and us with respect to the subject matter contained herein. The Terms supersede and cancel all agreements (whether written or oral) prior to your use of the Platform.
Governing law and jurisdiction
All matters arising out of or in connection with these Terms shall be governed by and construed in accordance with the substantive law of Singapore, without giving effect to any choice-of-law rules that may require the application of the law of another jurisdiction.
Any dispute arising out of or in connection with these Terms, including any question regarding its existence, validity or termination, shall be referred to and finally resolved by arbitration administered by the Singapore International Arbitration Centre (“SIAC”) in accordance with the Arbitration Rules of the Singapore International Arbitration Centre (“SIAC Rules”) for the time being in force, which rules are deemed to be incorporated by reference in this clause.
The seat of the arbitration shall be Singapore. The Tribunal shall consist of three arbitrators. The language of the arbitration shall be English.
You and 7Moments further agree that following the commencement of arbitration, you and 7Moments will attempt in good faith to resolve the Dispute through mediation at the Singapore International Mediation Centre (“SIMC”), in accordance with the SIAC-SIMC Arb-Med-Arb Protocol for the time being in force. Any settlement reached in the course of the mediation shall be referred to the arbitral tribunal appointed by SIAC and may be made a consent award on agreed terms.