Terms Of Service
Updated: July 4th, 2022
Welcome to Monoco, by MONOCO UK LTD., d/b/a Monoco.io (“Monoco,” “Monoco.io,” “Company,” “Platform,” “we,” “us”, or “our”). These Terms of Service ("Terms," “TOS”) are an agreement between you (“you,” “your,” “user,” “their” or “member”) and Monoco that governs your access to and use of our website, products, tools, apps, features, functionalities, and services (collectively, "Services").
Please be aware that if you use the Services as a part or on behalf of a company or another entity then “you” includes the given entity as well as you, and you represent and warrant that (a) you are an authorized representative of the given entity with the authority to bind the given entity to these Terms, and (b) you agree to these Terms on the given entity’s behalf.
We kindly point out that by accessing and/or using our Services in any way and through any other means, you have read accept and agree to these Terms. If you do not agree to these Terms, you are not permitted to access or use our Services. Please read these Terms carefully, and feel free to contact us if you have any questions or requests.
Monoco kindly reserves the right to change or modify these Terms at any time and in our sole discretion, given any kind of change within the Platform. If any material changes are to be made to these Terms, Monoco will update the “Updated” date at the beginning of these Terms. By continuing to access or use the Services, you acknowledge your acceptance of the revised Terms. Please note that it is your sole responsibility to review the Terms regularly to view such changes and to ensure that you understand the terms and conditions that apply when you access or use the Service.
Blockchain : a digital, distributed, and decentralized ledger of transactions that is duplicated and distributed across the entire network of nodes or computer systems on the same system.
MetaMask Wallet : a cryptocurrency wallet used with the purpose of interacting with the Ethereum blockchain.
NFT : a nonfungible token or similar digital item implemented on a blockchain (such as the Ethereum blockchain as in Monoco), which uses smart contracts to link to or otherwise be associated with certain content or data.
Certificate of Authenticity : a digital or token version of a physical certificate of authenticity which proves and stands for the originality of the physical artwork.
3. Monoco in a Nutshell
Monoco is not a wallet provider, exchange, broker, financial institution, or creditor, nor responsible for the actions of such third parties. Monoco is a contemporary art platform that helps the efforts of contemporary artists, art institutions and collectors to experience, discover, engage, and interact in a new space directly, provided through the blockchain technology.
Monoco, as a Platform, provides several features within the Services:
a) Listing NFTs by selected artists as well as others available on public blockchains to be viewed and purchased by the users: Purchasing an NFT provides the user the original work in the NFT format within the blockchain technology. This action does not involve any physical item or artwork. Please note that the phrase “selected artists” does not mean that Monoco selects digital artwork presented by the artist. Thus, Monoco doesn’t have any control or custody over the NFTs or blockchains you are interacting with, and does not execute or effectuate purchases, transfers, or sales of NFTs. To use the Services, you must use a third-party wallet which allows you to engage in transactions on blockchains. Monoco also provides a system in which users may resale an NFT they purchased through Monoco (“Resale Content”), yet we strongly remind you that any resale activity of the users is between the seller and the buyer, and Monoco is not in any way or manner responsible or liable to the users for any possible consequences of such interactions, negotiations, or transactions.
b) Listing physical artworks with their certificate of authenticity as NFT’s: Users may view and purchase physical artworks by selected artists through Monoco to be sent to their given addresses. Purchasing a physical artwork provides the user a certificate of authenticity in NFT format which is accessible and secure within the blockchain technology. Please be aware that this action provides the user only with a limited digital representation of the physical artwork, not the NFT of the physical artwork.
4. Accessing and Using the Services
You may access the Services through your MetaMask Wallet (“wallet” or “account”) as a user. Your wallet functions as your identity and account when accessing and using our Services, meanwhile you may add additional information to your profile which is solely at your discretion. However, Monoco doesn’t have any control over and is not party to any interaction and/or agreement between any users. Users bear full responsibility for keeping their wallet secure. We strongly advise that you should never share your wallet credentials or seed phrase with anyone. Keep in mind that the wallets are not operated and/or maintained by, or affiliated with Monoco in any way, and Monoco does not have any custody or control over the contents of your wallet and has no ability to retrieve or transfer its contents. Monoco is not responsible or liable for your use of your wallet or your interaction with other users in connection to their wallets, or how the Platform will operate with any specific wallet. In case of any problems or issues with your wallet, we strongly advise you to contact your wallet provider, as well as notifying us regarding the situation. We also require all users to be at least 18 years old.
In certain circumstances, such as at the request of any official authority, as any applicable law or regulation dictates, or to investigate a potential violation of the Terms and/or inappropriate behavior performed within the Platform by you or other users in connection to you, Monoco may require additional information and documents for you to provide. If seen necessary, Monoco, in its sole discretion, may block your access the Platform until such additional information and documents are processed, the requests are finalized and/or incidents are investigated by Monoco. Please be aware that if you do not provide complete and accurate information in response to a such request, Monoco reserves the right to refuse to restore your access to the Platform. Your access and use of the Services may be interrupted from time to time for any of several reasons, including, without limitation, the malfunction of equipment, periodic updating, maintenance, or repair of the Service or other course of actions that Monoco, in its sole discretion, may elect and decide to take. Monoco is not responsible or liable to you in any way for the time that the Platform stays as inaccessible.
5. Third-Party Interactions
Users bear full responsibility for verifying the identity, legitimacy, and authenticity of NFTs that they purchase from third-party sellers using the Service, and we make no claims about the identity, legitimacy, functionality, or authenticity of users or NFTs (and any content associated with such NFTs) and/or physical artwork visible on the Service. Monoco reminds you that, the Platform doesn’t have a selection or control over the NFTs presented by the selected artists as well as any features of any given NFT’s present on the Platform. Monoco is also not responsible for any NFTs and/or physical artwork from third-party sellers being visible/available or taken down from the Platform for any given reason; therefore, Monoco is not liable to the users for any purchase plans they may have for NFTs and/or physical artwork.
NFTs and/or physical artwork may be subject to terms directly between buyers and sellers with respect to the use of the given content and benefits associated with a given NFT and/or physical artwork (“Purchase Terms”). As you go forward with inspecting the details of an NFT and/or physical artwork, you may be directed to a third-party link to the creator’s website, which may include Purchase Terms governing the use of the NFT and/or physical artwork that you will be required to comply with. We would like to remind you that Monoco is not a party to any such Purchase Terms, which are solely between the buyer and the seller, under any circumstances and is not responsible for any consequence of a such agreement or any other consequence associated with that Purchase Terms. Monoco strongly advises users to review such Purchase Terms, since the buyer and seller are entirely responsible for communicating, promulgating, agreeing to, and enforcing Purchase Terms, as well as any positive or negative outcome of such communication.
Like the Purchase Terms located at third-party websites, the Platform may also contain links or functionality to access or use third-party websites and/or applications or otherwise display, include, or make available content, data, information, services, applications, or materials from third parties (together “Third-Party Materials”). Third-Party Materials are not under the control of or monitored by Monoco, and you may be subject to the terms and conditions (including privacy policies) of another website or destination. Monoco is not responsible or liable for any terms or conditions that Third-Party Materials may impose. You use all links in Third-Party Websites, Third-Party Applications, and Third-Party Materials at your own risk.
The users will have the right to resale an NFT, given that they purchased that NFT through Monoco. By agreeing to these Terms, you hereby acknowledge that any resale activity of the users is between the seller and the buyer, and Monoco is not in any way or manner responsible or liable to the users for any possible consequences of such interactions, negotiations, or transactions. The users also bear full responsibility with regard to any fulfillment of their transactions concerning a resale including but not limited to financial terms, cyber security, wallet/account security, ownership, and intellectual property terms.
You are hereby granted a limited, nonexclusive, nontransferable, nonsublicensable, and personal license to access and use the Services provided, however, we strongly remind you that such license is subject to your compliance with these Terms. If any software, content, or other materials owned by, controlled by, or licensed to us are distributed or made available to you as part of your use of the Services, we hereby grant you a non-commercial, personal, non-assignable, non-sublicensable, nontransferrable, and non-exclusive right and license to access and display such software, content, and materials provided to you as part of the Services, for enabling you to use the Services as permitted by these Terms.
While accessing and/or the Services in any way, you represent and warrant that you will comply with all applicable laws (e.g., local, and other laws), and you are solely responsible for ensuring that your access and use of the Service in any country, territory or jurisdiction does not violate any applicable laws.
7. Ownership and Intellectual Property Rights
The Services, including, without limitation, the Monoco logo and all designs, text, graphics, pictures, data, software, sound files, other files, and the selection and arrangement thereof are the proprietary property of Monoco or our affiliates, licensors, or users, as applicable and have the exclusive right to create derivative works. By accessing and using our Services, you agree not to take any action(s) inconsistent with such ownership interests.
Monoco’s name, logo, trademarks, and any Monoco product or service names, designs, logos, and slogans are the intellectual property of Monoco or our affiliates or licensors and may not be copied, imitated, or used, in whole or in part, without our prior written permission in each instance. You may not use any metatags or other “hidden text” utilizing “Monoco” or any other name, trademark or product or service name of Monoco or our affiliates or licensors without our prior written permission. All other third-party trademarks, registered trademarks, and product names mentioned on the Service or contained in the content linked to or associated with any NFTs displayed on the Service are the property of their respective owners and may not be copied, imitated, or used, in whole or in part, without the permission of the applicable intellectual property rights holder.
Different artworks (including NFTs) may constitute different means and amount of transfer of intellectual property rights or none at all, with respect to their nature of the artwork or the law applicable to the artwork and the intellectual property rights holder. By agreeing to these Terms, you hereby acknowledge, warrant that, and bear full responsibility for agreeing and acting with respect to the applicable transfer of intellectual property rights (if any) of a purchased NFT or physical artwork through Monoco. Under any circumstances, Monoco is not and will not be responsible and liable for the methods, availability, or time of any intellectual property rights transfer, as well as any financial and/or legal aspect of such an interaction. These Terms will be valid even if the methods or interpretation of any applicable law and/or legislation changes regarding the intellectual property law concerning an artwork, including but not limited to physical or NFT artworks.
Reference to any products, services, processes or other information by name, trademark, manufacturer, supplier or otherwise does not constitute or imply endorsement, sponsorship, or recommendation by Monoco under any circumstances, unless it is expressly announced and/or stated in a formal manner by Monoco.
For any NFT resale at the Platform, by agreeing to these Terms, you hereby acknowledge and warrant that you, being either the seller or the buyer, will fulfill any responsibility and act accordingly with the intellectual property status of the NFT subject to the resale. Please be aware that Monoco is not in any way or manner and will not be responsible or liable to any users regarding the intellectual property status or terms of an NFT subject to the resale. Therefore, we strongly advise all users, either being the buyer or the seller of such interaction, to check and be aware of the intellectual property status of any NFTs they may encounter.
Monoco always welcome feedback, comments, and suggestions from the users for improvements to the Services (“Feedback”). You acknowledge and expressly agree that any contribution of Feedback does not and will not give or grant you any right, title, or interest in the Services or in the Platform itself. By delivering Feedback, you acknowledge and agree that Monoco may choose to use and disclose your Feedback as a whole or partially in any manner and for any purpose whatsoever without any further notice or compensation to you and without retention by you of any proprietary or other right or claim. You hereby assign to Monoco all rights, titles, and interest (including, but not limited to, any patent, copyright, trade secret, trademark, show-how, know-how, moral rights and any and all other intellectual property right in any applicable jurisdiction) that you may have in and to any and all Feedback.
8. User Conduct
Here at Monoco, what we value the most is the experience of contemporary art with the benefits of the web 3.0 world at its best, where everyone is welcome, and the discovery is almost endless. While maintaining the best conditions for our users to explore and enjoy this groundbreaking world, we strongly believe that protecting our community is our most important duty. Therefore, Monoco reminds you to always comply with these Terms and, and reserves the right to take action, with or without advance notice, if we believe you have violated these Terms. This course of action may include but not limited to removing the ability to view certain NFTs and/or physical artwork on the Platform or use our Services to interact with the NFTs and/or physical artwork; disabling the ability to use the Platform in conjunction with buying/selling/transferring NFTs available on blockchains; disabling your ability to access our Services; and/or other actions.
You agree that you will not violate any law, contract, intellectual property, or other third-party rights, and that you are solely responsible for your conduct and content, while accessing or using the Services. You also agree that you will not:
• Use the Services or data collected from the Platform for any advertising or direct marketing activity (including without limitation, email marketing, SMS marketing, telemarketing, and social marketing),
• Use the Services for money laundering, terrorist financing, or other illicit finance,
• Use the Services to carry out any financial activities subject to registration or licensing, including but not limited to creating, selling, or buying securities, commodities, options, or debt instruments,
• Use or attempt to use another user’s Account without clear and written authorization from such user,
• Pose as another person or entity,
• Claim a Monoco username or metamask wallet for the purpose of reselling it or otherwise engage in name squatting,
• Access the Platform from a different blockchain address if we’ve blocked any of your other blockchain addresses from accessing the Services, unless you have our written permission first,
• Create and/or distribute spam or aid in such actions, including through sending unwanted NFTs to other users,
• Use the Services – including through disseminating any software or interacting with any API – that could damage, disable, overburden, or impair the functioning of the Platform and/or Services in any manner as partially or as a whole,
• Involve in or aiding behaviors that have the intention or the effect the metrics that Monoco might use to sort search results, including artificially causing an item or collection to appear at the top of search results, or artificially increasing view counts, favorites,
• Bypass or ignore instructions that control access to the Services, including any attemps to obfuscate the source of traffic you send to Monoco,
• Use any automated means or interface not authorized by us to access and use the Services including but not limited to data mining, robot, spider, crawler, scraper, script, browser extension, offline reader; extract data, or otherwise interfere with or modify the rendering of Platform pages or functionality,
• Duplicate, reverse engineer, decode, decompile, disassemble any aspect of the Services, or do anything that might discover source code or bypass or circumvent measures employed to prevent or limit access to any service, area, or code of the Platform,
• Use the Services to engage in price manipulation, fraud, or other deceptive, misleading, or manipulative activity,
• Use the Services to buy, sell, or transfer any other illegally obtained items including but not limited to stolen items, items taken without authorization, fraudulently obtained items,
• Infringe or violate the intellectual property rights or any other rights of others,
• Create or display illegal content, such as content that may involve child sexual exploitation,
• Create, display, or promote NFTs or other items that promote suicide or self-harm, incites hate or violence against others, encourages hate culture towards any group of individuals or doxes another individual,
• Use the Services for any illegal or unauthorized purpose, including creating or displaying illegal content, encouraging, or promoting any activity that violates these Terms,
• Use the Services in any manner that could interfere with, disrupt, negatively affect, or inhibit other users from fully and safely experiencing our Platform.
9. Communication Preferences
By accessing and using our Services, you acknowledge and agree that your access to and use of our Services is at your own risk. We make no representations or warranties of any kind, clear or implied, with respect to our Services and/or Platform or any content of NFTs and/or physical artwork provided to be viewed and/or purchased through Platform via Third-Party sellers, including any warranties of availability, merchantability, fitness for a particular purpose, title, non-infringement, and quiet enjoyment, and any warranties arising out of course of dealing or usage of trade, all of which Monoco with its all operation and employees expressly disclaim to the fullest extent permitted by applicable law. Monoco makes no representations or warranties of any kind, clear or implied, that our services or any content will meet your requirements or be available, accessible, uninterrupted, timely, accurate, reliable, complete, free of errors, safe, secure, or free of viruses or other harmful components, or that the use of our services in any way will give rise to any specific results.
Monoco is not and will not be responsible or liable to you for any loss and take no responsibility for, and will not be liable to you for, any view, use or purchase of NFTs and/or physical artwork, or any other content Monoco may provide for any given reason, and/or content linked to or associated with NFTs and/or physical artwork, including but not limited to any losses, damages, or claims arising from: (a) user error, incorrectly constructed transactions, or mistyped addresses; (b) server failure or data loss; (c) user misconduct regarding the Terms and applicable law; (d) unauthorized access or use; (e) any unauthorized third-party activities, including without limitation the use of viruses, phishing, bruteforcing or other means of attack against the service or NFTs. In terms of NFTs, we strongly remind you that they exist only by virtue of the ownership record maintained in the associated blockchain (e.g., where in Monoco’s case, ethereum network); hence, any transfers or sales occur on the associated blockchain. Monoco is not responsible or liable to you for the availability, conditions, or the price range of any given NFTs, or for losses or injury due to late reports by developers or representatives (or no report at all) of any issues with the blockchain supporting the NFTs, including forks, technical node issues or any other issues having losses or injury as a result. In terms of the physical artwork, we strongly remind you that your interaction with the given artist is solely between you (e.g., the buyer) and the artist (e.g., the seller) and Monoco is not responsible or liable to you for the availability, price range and/or delivery conditions, time, and accuracy of your purchase.
11. Limitation of Liability
To the fullest extent permitted by law, you warrant and agree that in no event will Monoco or any of its service providers be liable to you or any third party for any lost profit or any indirect, consequential, exemplary, incidental, special, or punitive damages arising from these Terms or the Services, products or third-party sites and products, or for any damages related to loss of revenue, loss of profits, loss of business or anticipated savings, loss of use, loss of goodwill, or loss of data, and whether caused by strict liability or tort (including negligence), breach of contract, or otherwise, even if foreseeable and even if Monoco or its service providers have been advised of the possibility of such damages; or for any other claim, demand, or damages whatsoever resulting from or arising out of or in connection with these terms of the delivery, use, or performance of the Platform. Access to, and use of, the Services, or Third-Party Materials, and products provided through Third-Party Materials are at your own discretion and risk, and you will be solely responsible for any damage to your computer system or mobile device or loss of data resulting therefrom. Notwithstanding anything to the contrary contained herein, in no event shall the maximum aggregate liability of Monoco arising out of or in any way related to these terms, the access to and use of the Services exceed the greater of U.S. $100.00 (One Hundred U.S. Dollars). The foregoing limitations will apply even if the above stated remedy fails of its essential purpose.
By agreeing to these Terms and accessing and using the Services, you agree, to the fullest extent permitted by applicable law, to indemnify, defend, and hold harmless Monoco, and our respective past, present, and future agents, and employees, officers, directors, contractors, consultants, equity holders, suppliers, vendors, service providers, parent companies, subsidiaries, affiliates, agents, representatives, and, from and against all actual or alleged claims, damages, awards, judgments, losses, liabilities, obligations, penalties, interest, fees, expenses (including, without limitation, attorneys’ fees and expenses), and costs (including, without limitation, court costs, costs of settlement, and costs of pursuing indemnification and insurance), of every kind and nature whatsoever, whether known or unknown, foreseen or unforeseen, matured or unmatured, or suspected or unsuspected, in law or equity, whether in tort, contract, or otherwise, including, but not limited to, damages to property or personal injury, that are caused by, arise out of or are related to (i) your breach of any of these Terms, and other applicable agreements with us (including any term or condition incorporated into these Terms by reference); (ii) your misconduct regarding a resale; (iii) any misrepresentation or misconduct made by you on the Platform or any other engagement and/interaction you have with the third parties related to the Platform; or (iv) your violation of any law or the rights of any third party, including any intellectual property right, privacy right, or publicity right.
By agreeing to these Terms, you hereby acknowledge and warrant that Monoco reserves the right to assume the exclusive defense and control of any matter subject to indemnification by you, in which case you also agree to cooperate as fully as reasonably required by Monoco in conducting such defense. In any case, you agree not to settle any such matter without our prior written consent. Your indemnification and defense obligations provided in these Terms will survive these Terms and your use of our Services.
14. Governing Law and Dispute Resolution
These Terms and your access to and use of the Services shall be governed by and construed and enforced in accordance with the laws of England and Wales. By agreeing to these Terms, you acknowledge that the courts of England and Wales will have exclusive jurisdiction regarding any conflict directly or indirectly related to these Terms. Nevertheless, by agreeing to these Terms, you also acknowledge that you and Monoco are in mutual agreement for providing reasonable effort into resolving any dispute, conflict or misunderstanding of any nature related to these Terms and use of the Services directly or indirectly with peaceful means and negotiations.
If you breach any of the provisions of these Terms in any manner or any other applicable agreements you have with Monoco, your access and use of the Services with current and/or prospective licenses granted or to be granted by Monoco will terminate automatically. Additionally, notwithstanding anything contained in these Terms, we reserve the right, with or without notice and in our sole discretion, to suspend, disable, terminate, or delete these Terms and/or your Account and/or your ability to access or use the Service (or any part of the foregoing) at any time and for any or no reason, and you acknowledge and agree that Monoco shall have no liability or obligation to you in such event and that you will not be entitled to a refund of any amounts that you have already paid to us.
If any term, clause, or provision of these Terms is held invalid or unenforceable, then that term, clause, or provision will be severable from these Terms and will not affect the validity or enforceability of any remaining part of that term, clause, or provision, or any other term, clause, or provision of these Terms.
17. Injunctive Relief
You agree that a breach of these Terms will cause irreparable injury to Monoco for which monetary damages would not be an adequate remedy and Monoco shall be entitled to equitable relief in addition to any remedies it may have hereunder or at law without a bond, other security, or proof of damages.
All sections which by their nature should survive the termination of these Terms shall continue in full force and effect after and notwithstanding any termination of these Terms by Monoco or you. Termination will not limit any of Monoco’s other rights or remedies at law or in equity.
These Terms constitute the entire agreement between you and Monoco relating to your access to and use of the Services. You and we are independent contractors under these Terms. No agency, partnership, joint venture, employment, sales representative, or franchise relationship is created or implied by these Terms or your use of our Services. These Terms, and any rights and licenses granted hereunder, may not be transferred, or assigned by you without our prior written consent, and Monoco’s failure to assert any right or provision under these Terms shall not constitute a waiver of such right or provision. No waiver by either party of any breach or default hereunder shall be deemed to be a waiver of any preceding or subsequent breach or default. The section headings used herein are for reference only and shall not be read to have any legal effect. You hereby acknowledge that no part or phrase in these Terms will prevent Monoco from complying with any applicable law or regulation.
Except as otherwise provided herein, these Terms are intended solely for the benefit of the parties and are not intended to confer third-party beneficiary rights upon any other person or entity.