MELON - Terms and Conditions

Terms & Conditions

USER AGREEMENT

Last Updated: 26 August 2021

This User Agreement (the "Agreement") has been established by Melon to govern the Services. By accessing and using our website and the Platform (collectively, the "Services"), you will be deemed to be a "User" who is legally bound by this Agreement. If User is an individual, User is of legal age in the jurisdiction in which User resides (and in any event is older than thirteen years of age) and is of sound mind. If User is a business entity, User is duly organized, validly existing and in good standing under the laws of the jurisdiction in which it is organized, and has all requisite power and authority for a business entity of its type to carry on its business as now conducted.

Please read this Agreement in full carefully as it governs your use of the Services and establishes a legally binding contract between you,and Melon. Particular attention must be given to Sections 3 (Fees; No Refunds), 6 (Limitations of Liability; Disclaimers; Risks) and 7 (Governing Law; Dispute Resolution). By making use of the Services, you acknowledge and agree that you understand how NFTs work, that you are aware of the associated risks (including but not limited to the inherent risks in blockchain technology), and that you shall assume all risks related to your use of Services that Melon shall not be liable for any such risks or adverse outcomes.

Definitions

"NFT" means a public blockchain based token complying with the BEP-20 standard or other similar "non-fungible" token standard. NFTs are intended to be "non-fungible" tokens representing a collectible item, including, but not limited to: visual works, audio-visual works, animations, audio, photographs, 3D works, GIFS, and other creative digital works.

"Melon", "we", "us" or "our" means Melon Technology Inc., a company registered in the British Virgin Islands with its address at Intershore Chambers, Road Town, Tortola, British Virgin Islands.

"Melon Platform" or "Platform" means Melon’s NFT marketplace platform where Users may purchase and sell NFTs.

General

User Responsibility for Accounts. The User is responsible for its Platform, blockchain and any other accounts and/or addresses through which a User interacts with the Services, and that their use thereof complies with this Agreement. Users are also responsible for protecting their Platform login information and passwords or the private keys controlling the relevant blockchain accounts or addresses used to interact with the Services.

Your Access to Services and Features. Melon may terminate a User’s access to the Platform at any time without notice for violation of this Agreement or for any other reason based on our sole discretion. Melon shall have the right at any time to change or discontinue any or all aspects or features of the Services.

Content Disclaimer. All content on the Platform is created by the Users. Melon makes no representations or warranties as to the quality, origin, or ownership of any content found in the Services. Melon shall not be liable for any errors, misrepresentations, or omissions related to the content, nor for its availability. Melon shall not be liable for any losses, injuries, or damages from the purchase, inability to purchase, display, or use of content.

Monitoring. Melon shall have the right, but not the obligation, to monitor the content of the Services, to determine compliance with this Agreement and any rules established by Melon and to satisfy any law, regulation or authorized government request.

Privacy Policy. To access the Services, a User must explicitly consent to Melon’s privacy and data security practices, which can be found by visiting our privacy policy at [insert link to privacy policy.

FEES; NO REFUNDS

Fees. Creating, buying, selling or transferring NFTs may be subject to fees, commissions, royalties and other charges ("Fees") established from time to time in the sole discretion of Melon, a NFT creator or participants in the relevant blockchain technology. Platform fees are paid in the cryptocurrency with which the transaction takes place. Gas fees will be paid in the network appropriate token. Any other fees may be paid or payable solely in the manner determined in the sole discretion of Melon.

No Refunds. All transactions involving the Services are final. All Fees relating are non-refundable except at the sole discretion of Melon (for service fees and other fees within its control) or applicable third parties (such as NFTs creators).

PROHIBITED USES

Acceptable Uses. The Services are intended exclusively for lawful consumer entertainment and artistic purposes (the "Permitted Uses").

Prohibited Uses. As a User you must not directly or indirectly:

commit any violation of applicable laws, rules or regulations;
engage in any act, practice or course of business that operates or would operate as a fraud or deceit upon Melon or other Users, such as impersonating or assuming any false identity;
violate, breach or fail to comply with any applicable provision of this Agreement or any other terms of service, privacy policy, or other contract governing the use of any the Services or any relevant NFTs;
use the Platform by or on behalf of a competitor of Melon or competing platform or service for the purpose of interfering with the Services to obtain a competitive advantage;
engage or attempt to engage in or assist any hack of or attack on Melon Platform or another User;
create, upload, buy, sell or use any NFT in a manner infringing the copyright, trademark, patent, trade secret or other intellectual property or other proprietary rights of others, or upload, or otherwise make available, files that contain images, photographs, software or other material protected by intellectual property laws (including, copyright or trademark laws) or rights of privacy or publicity, unless the applicable User is lawfully authorized to do so (for example, by obtaining the necessary consents);
defame, abuse, harass, stalk, threaten or otherwise violate the legal rights of others;
publish, post, distribute or disseminate any profane, obscene, pornographic indecent or unlawful content;
engage in or knowingly facilitate any "front-running", "wash trading", "pump and dump trading", "ramping", "cornering" or fraudulent, deceptive or manipulative trading activities.

The foregoing prohibited conduct may be referred to as "Prohibited Uses".

REPRESENTATIONS AND WARRANTIES OF MELON TOKEN RECIPIENT

Melon may launch its own crypto-token ("Melon Token") in the future. As such, each User hereby represents and warrants to Melon the following:

Compliance with law; Sanctions. User agreeing to these Term and buying, selling holding, using or receiving Melon Tokens does not constitute, and would not reasonably be expected to result in a breach of any law, contract or other obligations applicable to the User, including any applicable sanctions, such as those maintained by the U.N. Security Council, the United States, the European Union or its member states, and the government of the User’s country.
No Reliance. User represents that they are knowledgeable and experienced in the field of blockchain, crypto-assets and any other matters that may be relevant to the their use of the Services. User has not relied upon any information, statement, omission, representation or warranty except as expressly set forth by Melon in this Agreement.

LIMITATIONS OF LIABILITY; DISCLAIMERS; RISKS

NO CONSEQUENTIAL, INCIDENTAL OR PUNITIVE DAMAGES. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THIS AGREEMENT, MELON SHALL NOT BE LIABLE TO ANY PERSON, WHETHER IN CONTRACT, TORT (INCLUDING PURSUANT TO ANY CAUSE OF ACTION ALLEGING NEGLIGENCE), WARRANTY OR OTHERWISE, FOR SPECIAL, INCIDENTAL, CONSEQUENTIAL, INDIRECT, PUNITIVE OR EXEMPLARY DAMAGES (INCLUDING BUT NOT LIMITED TO LOST DATA, LOST PROFITS OR SAVINGS, LOSS OF BUSINESS OR OTHER ECONOMIC LOSS) ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER OR NOT MELON HAS BEEN ADVISED OR KNEW OF THE POSSIBILITY OF SUCH DAMAGES, AND REGARDLESS OF THE NATURE OF THE CAUSE OF ACTION OR THEORY ASSERTED.

LIMITATION OF LIABILITY. MELON’S LIABILITY FOR DAMAGES TO EACH USER SHALL IN ALL CASES BE LIMITED TO, AND UNDER NO CIRCUMSTANCES SHALL EXCEED, MELON’S SERVICE FEES ACTUALLY RECEIVED BY MELON FROM SUCH USER.

DISCLAIMER OF REPRESENTATIONS. THE SERVICES ARE BEING PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. TO THE FULLEST EXTENT PERMITTED BY LAW, MELON DISCLAIMS, ANY AND ALL INFORMATION, STATEMENTS, OMISSIONS, REPRESENTATIONS AND WARRANTIES, EXPRESS OR IMPLIED, WRITTEN OR ORAL, EQUITABLE, LEGAL OR STATUTORY, IN CONNECTION WITH THE SERVICES AND THE OTHER MATTERS CONTEMPLATED BY THIS AGREEMENT, INCLUDING ANY REPRESENTATIONS OR WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY, USAGE, SECURITY, UPTIME, RELIABILITY, SUITABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE, WORKMANSHIP OR TECHNICAL QUALITY OF ANY CODE OR SOFTWARE USED IN OR RELATING TO THE SERVICES. USER ACKNOWLEDGES AND AGREES THAT USE OF THE SERVICES IS AT THE USER’S OWN RISK.

No Responsibility for NFTs. Melon has no responsibility for the NFTs created or traded by Users on Melon Platform. Melon merely provides a marketplace for such NFTs and as such does cannot guarantee or warrant the authenticity, originality, uniqueness, marketability, legality or value of any individual NFT created or traded by Users.

Time Bars on Claims. Any claim against Melon made by a User in connection with the Services or this Agreement is forever barred unless made on the earlier of (a) the expiration of the applicable statute of limitations or (b) six months after the date on which the cause of action first arose.

Third-Party Services and Content. User further acknowledges and agrees that Melon shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with use of or reliance on any such resources, products, services, content or promotions from third parties. For the avoidance of doubt, such third-party services include any add-ons, experiences or other promises offered by sellers of NFTs (such as meet-and-greets, gifts, etc.).

Certain Uses and Risks of Blockchain Technology and NFTs. You understand and agree that your access and use of the Services is subject to certain risks including, without limitation:

You do not have any ownership of the underlying content (such as a video, image, etc.) that is associated with a NFT (for example, if you buy an NFT associated with a piece of digital artwork, you do not own the artwork itself; rather, you own the NFT associated with the artwork);
Price and liquidity of blockchain assets, including the NFTs, are extremely volatile and may be subject to fluctuations;
Fluctuations in the price of other digital assets could materially and adversely affect the NFTs;
Legislative and regulatory changes or actions may adversely affect the use, transfer, and value of the NFTs;
NFTs are not legal tender and are not back by any government;
Transactions involving NFTs may be irreversible, and losses due to fraudulent or accidental transactions may not be recoverable;
The value of NFTs may be derived from the continued willingness of market participants to exchange fiat currency or digital assets for NFTs, and therefore the value of NFTs is subject to the potential for permanent or total loss of value should the market for NFTs disappe
NFTs are subject to the risk of fraud, counterfeiting, cyber attacks and other technological difficulties which may prevent access to or use of your NFTs; and
Withdrawal of an NFT to a decentralised digital asset wallet is at your own risk, and the transfer for any NFT to an incorrect digital asset wallet address will result in the irreversible loss of such NFT.

Legal Limitations on Disclaimers. Some of the disclaimers and limitations set forth in this Agreement may not apply in full to certain Users based on the legal requirements of their local jurisdiction. The disclaimers and limitations of liability provided in these terms shall apply to the fullest extent permitted by applicable law.

Officers, Directors, Etc. All provisions of this Agreement which disclaim or limit obligations or liabilities of Melon shall also apply, mutatis mutandis, to the officers, directors, members, employees, independent contractors, agents, stockholders, debtholders and affiliates of Melon.

Indemnification. Each User shall defend, indemnify, compensate, reimburse and hold harmless Melon (and each of its officers, directors, members, employees, agents and affiliates) from any claim, demand, action, damage, loss, cost or expense, including without limitation reasonable attorneys’ fees, arising out or relating to (a) User’s use of, or conduct in connection with, the Services; (b) User’s violation of this Agreement or any other applicable policy or contract of Melon; or (c) your violation of any rights of any other person or entity.

GOVERNING LAW; DISPUTE RESOLUTION

Governing law. These Agreement shall be governed by and construed and interpreted in accordance with the laws of the British Virgin Islands irrespective of choice of laws principles. Although the Services may be available in other jurisdictions, each User hereby acknowledges and agrees that such availability shall not be deemed to give rise to general or specific personal jurisdiction over Melon in any forum outside the British Virgin Islands.

Dispute resolution. If a User has a potential legal dispute, claim or cause of action against Melon, prior to initiating any litigation the User must contact Melon by sending an email to legal@melon.ooo describing the nature of the potential dispute, claim or cause of action and providing all relevant documentation and evidence thereof. If so elected by Melon, User shall use commercially reasonable efforts to negotiate a settlement of any such legal dispute, claim or cause of action within 60 days of the delivery of such email.

Copyright Infringement Claims. Melon will respond to notices of alleged copyright infringement. If a User or other person believes that their intellectual property rights have been infringed, please notify us immediately per our takedown request policy available here.

MISCELLANEOUS

Headings. The headings and captions contained in this Agreement are for convenience of reference only, shall not be deemed to be a part of this Agreement and shall not be referred to in connection with the construction or interpretation of this Agreement.

Successors and Assigns. These Agreement shall inure to the benefit of Melon, the Users, and their respective permitted successors, permitted assigns, permitted transferees and permitted delegates. A User shall not assign any of a User rights or delegate any of a User liabilities or obligations under this Agreement to any other person without Melon’s advance written consent. Melon may freely assign, transfer or delegate its rights, obligations and liabilities under this Agreement to the maximum extent permitted by applicable law.

Severability. In the event that any provision of this Agreement, or the application of any such provision to any person or set of circumstances, shall be determined by an arbitrator or court of competent jurisdiction to be invalid, unlawful, void or unenforceable to any extent: (a) the remainder of this Agreement, and the application of such provision to persons or circumstances other than those as to which it is determined to be invalid, unlawful, void or unenforceable, shall not be impaired or otherwise affected and shall continue to be valid and enforceable to the fullest extent permitted by law; and (b) Melon shall have the right to modify this Agreement so as to effect the original intent of the parties as closely as possible in an acceptable manner in order that the transactions contemplated hereby be consumed as originally contemplated to the fullest extent possible.

Force Majeure. Melon shall not incur any liability or penalty for not performing any act or fulfilling any duty or obligation hereunder or in connection with the matters contemplated hereby by reason of any occurrence that is not within its control (including any provision of any present or future law or regulation or any act of any governmental authority, any act of God or war or terrorism, any epidemic or pandemic, or the unavailability, disruption or malfunction of the Internet, the World Wide Web or any other electronic network, the relevant blockchain or any aspect thereof, or any consensus attack, or hack, or denial-of-service or other attack on the foregoing or any aspect thereof, or on the other software, networks and infrastructure that enables Melon to provide the Services), it being understood that Melon shall use commercially reasonable efforts, consistent with accepted practices in the industries in which Melon operates, as applicable, to resume performance as soon as reasonably practicable under the circumstances.

Amendments. These Agreement may only be amended, modified, altered or supplemented by or with the written consent of Melon. Melon reserves the right, in its sole and absolute discretion, to amend, modify, alter or supplement this Agreement from time to time. The most current version of this Agreement will be posted on Melon’s website. Any changes or modifications will be effective immediately upon the modified Agreement being posted to Melon’s website. A User shall be responsible for reviewing and becoming familiar with any such modifications. A User hereby waive any right a User may have to receive specific notice of such changes or modifications. Use of the Services by a User after any modification of this Agreement constitutes a User acceptance of the modified terms and conditions. If a User do not agree to any such modifications, a User must immediately stop using the Services.

No Implied Waivers. No failure or delay on the part of Melon in the exercise of any power, right, privilege or remedy under this Agreement shall operate as a waiver of such power, right, privilege or remedy.

Entire Agreement. These Agreement constitutes the entire agreement between the parties relating to the subject matter hereof and supersede all prior or contemporaneous agreements and understandings, both written and oral, between the parties with respect to the subject matter hereof.

Rules of Interpretation. Any rule of construction to the effect that ambiguities are to be resolved against the drafting party shall not be applied in the construction or interpretation of this Agreement.