Terms of Service
revised: January 14, 2021
THESE TERMS SET FORTH THE LEGALLY BINDING TERMS AND CONDITIONS THAT GOVERN YOUR USE OF THE SITE OR PLATFORM. BY ACCESSING OR USING THE SITE, SERVICES, OR SMART CONTRACTS YOU ARE ACCEPTING THESE TERMS (ON BEHALF OF YOURSELF OR THE ENTITY THAT YOU REPRESENT), AND YOU REPRESENT AND WARRANT THAT YOU HAVE THE RIGHT, AUTHORITY, AND CAPACITY TO ENTER INTO THESE TERMS (ON BEHALF OF YOURSELF OR THE ENTITY THAT YOU REPRESENT). IF YOU DO NOT AGREE WITH ALL OF THE PROVISIONS OF THESE TERMS, YOU ARE PROHIBITED FROM ACCESSING, USING, OR TRANSACTING ON THE SITE OR PLATFORM. YOU FURTHER REPRESENT AND WARRANT THAT YOU ARE OTHERWISE LEGALLY PERMITTED TO USE THE SERVICES IN YOUR JURISDICTION AND THAT THE COMPANY IS NOT LIABLE FOR YOUR COMPLIANCE WITH SUCH APPLICABLE LAWS.
Accepting these Terms
Access: You understand and agree that access to your Noons account by connecting you MetaMask wallet is limited solely to you. To most easily access and use the Platform, you should first install the Google Chrome or Brave web browser. Once you have installed Chrome or Brave, you will need to install a browser extension called MetaMask. MetaMask is an electronic wallet, which allows you to purchase, store, and engage in transactions using the native Ethereum cryptocurrency, ETH. You will not be able to engage in any transactions on the Platform other than through MetaMask. The Platform will only recognize you as a User, and you will only be able to interact with the Platform if your Ethereum electronic wallet is connected and unlocked through your MetaMask account. There is no other way to sign up as a User or to interact directly with the Platform. We use Polygon blockchain which is a protocol and a framework for building and connecting Ethereum-compatible blockchain networks. Aggregating scalable solutions on Ethereum supporting a multi-chain Ethereum ecosystem.
Security: You are solely responsible for the security of your account and your MetaMask wallet (and other Ethereum wallets and accounts). You agree to undertake to maintain at all times adequate security and control of all of your Account details, passwords, personal identification numbers or any other codes that you use to access the Platform or the Services. You must ensure that Account(s) registered under your name will not be used by any other person. You are responsible for monitoring your MetaMask wallet.
Terms of Sale: By placing a bid or an order on or through Noons, you agree that you are submitting a binding offer to purchase such Noons Items or Service. Your order is accepted and confirmed once purchase is complete, and Noons displays the Confirmation Page ("Confirmation Page"). YOU HEREBY EXPRESSLY AGREE THAT THE SUPPLY OF A NOONS ITEMS BEGINS IMMEDIATELY AFTER THE CONFIRMATION PAGE IS DISPLAYED. No refunds or returns are permitted except with respect to any statutory warranties or guaranties that cannot be excluded or limited by law.
Every transaction on the Noons Marketplace is subject to Fees collected to support the Artists and the Noons Platform. Noons collects a 3% Marketplace Fee in addition to the Sales Price for every Sale (including Secondary Market sale, ‘Buy now’, ‘Bidding’ , and ‘Making an offer’) of a Noons Item on the Marketplace. For example, a Collector purchasing a Noons Item for 100 MATIC will pay 103 MATIC.
The amount of Fees for the sale of a Noons Item also depends on whether the transaction involves the Noons Item’s first sale (“Primary Sale”) or a subsequent sale in the secondary market (“Secondary Market Sale”). All Fees are collected and distributed at the time of the purchase of a Noons Item by operation of the Smart Contracts.
Primary Sale: The Artist receives 80% of the Total Sale Price for Primary Sales. Noons collects 20% of the Total Sale Price as a commission.
Secondary Market Sale: Artists receive a 10% Royalty based on the total Sale Price for Secondary Market Sales paid by the Collector who sells the Noons Item. The Royalty is deducted from the total Sale Price at the time of the purchase by operation of the Smart Contracts. For example, a Collector selling a Noons Item for 100 MATIC on the Secondary Market will receive only 90 MATIC, with the Artist of the Noons Item receiving the remaining 10 MATIC as a Royalty.
External Transactions: Noons does not generally collect any fees, commissions, or royalties for transactions occurring outside of the Noons and not involving the Noons Smart Contracts. To support the Noons Artists and the Platform, we encourage Collectors to list Items for sale on the Noons Marketplace, however, Collectors are permitted to sell or transfer their Items on third party exchanges. The Artist and all other Users hereby waive any entitlement to royalties, commissions, or fees for off-market transactions. The User irrevocably releases, acquits, and forever discharges Noons and its subsidiaries, affiliates, officers, and successors of any liability for royalties, fines, or fees not received by the User from any off-market transaction.
Gas: All User transactions on the Noons Platform, including without limitation Minting, tokenizing, bidding, listing, offering, purchasing, or confirming, are facilitated by Smart Contracts existing on the Polygon network. The Polygon network requires the payment of a transaction fee (a “Gas fee”) for every transaction that occurs on the Polygon network, and thus every transaction occurring on the Noons Platform. The value of the Gas Fee changes, often unpredictably, and is entirely outside of the control of Noons Platform. The User acknowledges that under no circumstances will a contract, agreement, offer, sale, bid, or other transaction on the Platform be invalidated, revocable, retractable, or otherwise unenforceable on the basis that the Gas Fee for the given transaction was unknown, too high, or otherwise unacceptable to a User. Users also acknowledge and agree that gas is non-refundable under all circumstances.
Taxes: Users are responsible to pay any and all sales, use, value-added and other taxes, duties, and assessments now or hereafter claimed or imposed by any governmental authority, “ associated with your use of the Platform (including, without limitation, any taxes that may become payable as the result of your ownership, transfer, purchase, sale, or creation of any artworks).
Artwork: Artwork (“Art”, “Work(s)”, “Artwork(s)”, or “Creation(s)”) on the Noons Platform is represented by a unique cryptographic token exclusively Minted by one of Noons’s approved Artists. Each Noons Items (“Noons’ NFT” or ”noon”) is Minted by an Artist using the Noons Smart Contracts based on an Artist’s original Artwork. Noons Items are forever tracked and stored on the Polygon blockchain, providing the Collector of a Noons Item with a permanent record of authenticity and ownership. Only Artists invited and approved by noons are able to use the Platform to “Mint” and sell. Artwork Minted and sold on the noons Platform includes, but is not limited to: visual works, audiovisual works, animations, audio, photographs, 3D works, GIFS, and other creative digital works.
Copyright: By Minting a noon, Artists expressly represent and warrant that their Work is an original creation. Artists are prohibited from Minting Works consisting of unlicensed or unauthorized copyrighted content, including any imagery, design, audio, video, human likeness, or other unoriginal content not created by the Artist, not authorized for use by the Artist, not in the public domain, or otherwise without a valid claim of fair use. Artist can only mint works that they personally created and must refrain from minting works to which copyright ownership is unknown or disputed (i.e., commissioned works or “works made for hire”). The artist is solely responsible in case of copyright issues and Noons will not be responsible.
Platform property: Unless otherwise indicated in writing by us, the Site, all content, and all other materials contained therein, including, without limitation, the noons logo, and all designs, text, graphics, pictures, information, data, software, sound files, other files, and the selection and arrangement thereof (collectively, “noons Materials”) are the proprietary property of noons or our affiliates, licensors, or users, as applicable. The noons logo and any noons product or service names, logos, or slogans that may appear on the Site or elsewhere are trademarks of noons or our affiliates, and may not be copied, imitated or used, in whole or in part, without our prior written permission. You may not use any noons Materials to link to the Site or Materials without our express written permission. You may not use framing techniques to enclose any noons Materials without our express written consent. In addition, the look and feel of the Site and Content, including without limitation, all page headers, custom graphics, button icons, and scripts constitute the service mark, trademark, or trade dress of noons and may not be copied, imitated, or used, in whole or in part, without our prior written permission. Notwithstanding anything to the contrary herein, you understand and agree that you shall have no ownership or other property interest in your account, and you further agree that all rights in and to your account are and shall forever be owned by and inure to the benefit of noons.
All works Minted on the Platform are subject to the noons License. All Users who receive a noons Item acknowledge and agree to accept or purchase the Item subject to the conditions of the License. Owning a noon is similar to owning a piece of physical art. You own a cryptographic token representing the Artist’s creative Work as a piece of property, but you do not own the creative Work itself. Collectors may show off their ownership of collected noon by displaying and sharing the Underlying Artwork, but Collectors do not have any legal ownership, right, or title to any copyrights, trademarks, or other intellectual property rights to the underlying Artwork, excepting the limited license granted by these Terms to Underlying Artwork. The Artist reserves all exclusive copyrights to Artworks underlying noons Items Minted by the Artist on the Platform, including but not limited to the right to reproduce, to prepare derivative works, to display, to perform, and to distribute the Artworks. The exhibition Rights stay with the Artist after their noonsup items primary and also secondary sales.
All noonssup artists have the right to exhibit their NFTs (NFT art works) in exhibitions, including museums and galleries without the permission of the owner of the NFTs.
Limited License: Owning a noons Item is also different than owning a piece of physical art. Art on the noons Platform is digital, meaning that it is inherently easier to share, display, replicate, and distribute around cyberspace. We encourage Collectors to show off, promote, and share their collected Items, but the Collectors may not infringe on any of the exclusive rights of the copyright holder (i.e., the Artist). By Minting Items on the Platform, Artist affirmatively grants a limited, worldwide, non-assignable, non-sublicensable, royalty-free license to display the Artwork underlying noons Items legally owned and properly obtained by the Collector. Collectors have the right to sell, trade, transfer, or use their noons Items, but Collectors may not make “commercial use” of the underlying Work including, for example, by selling copies of Work, selling access to the Work, selling derivative works embodying the Work, or otherwise commercially exploiting the Work. The User agrees and acknowledges that the lawful ownership, possession, and title to a noons Item is a necessary and sufficient condition precedent to receiving the limited license rights to the underlying Work provided by these Terms. Any subsequent transfer, dispossession, burning, or another relinquishment of a noons Item will immediately terminate the former Owner’s rights and interest in the license or noons Item as provided by these Terms.
You agree and understand that you are solely responsible for determining the nature, potential value, suitability, and appropriateness of these risks for yourself. You agree and understand that you access and use noons at your own risk; however, this brief statement does not disclose all of the risks associated with noons Item and other digital assets. You agree and understand that noons will not be responsible for any communication failures, disruptions, errors, distortions or delays you may experience when using noons Item.
YOU FURTHER REPRESENT AND WARRANT THAT YOU UNDERSTAND AND ARE WILLING TO ACCEPT THE RISKS ASSOCIATED WITH CRYPTOGRAPHIC SYSTEMS SUCH AS THE SMART CONTRACTS, THE POLYGON BLOCKCHAIN, NON-FUNGIBLE TOKENS, AND THE INTERPLANETARY FILE SYSTEM.
WE WILL NOT BE RESPONSIBLE OR LIABLE TO YOU FOR ANY LOSSES YOU INCUR AS THE RESULT OF YOUR USE OF THE POLYGON NETWORK OR THE METAMASK ELECTRONIC WALLET, INCLUDING BUT NOT LIMITED TO ANY LOSSES, DAMAGES, OR CLAIMS ARISING FROM: (A) USER ERROR, SUCH AS FORGOTTEN PASSWORDS OR INCORRECTLY CONSTRUED SMART CONTRACTS OR OTHER TRANSACTIONS; (B) SERVER FAILURE OR DATA LOSS; (C) CORRUPTED WALLET FILES; (D) UNAUTHORIZED ACCESS OR ACTIVITIES BY THIRD PARTIES, INCLUDING BUT NOT LIMITED TO THE USE OF VIRUSES, PHISHING, BRUTE-FORCING OR OTHER MEANS OF ATTACK AGAINST THE PLATFORM,POLYGON NETWORK, THE METAMASK ELECTRONIC WALLET OR POLYGON COMPATIBLE BROWSER OR WALLET.
- Accidental Transfers: You understand and agree that in the event that you deposit digital assets or noons Item, into an incorrect address, we may not have the ability, and are under no obligation or duty, to return such digital assets or noons Item, to you. This section applies regardless of whether we control the destination address.
Please note: exceptions to this section may be considered and made on a case-by-case basis and in our sole discretion.
You agree and understand that we may modify part or all of noons or the Services without notice.
TO THE EXTENT PERMITTED BY APPLICABLE LAW, NOONS AND ITS OFFICERS, EMPLOYEES, DIRECTORS, SHAREHOLDERS, PARENTS, SUBSIDIARIES, AFFILIATES, AGENTS, AND LICENSORS DISCLAIM ALL WARRANTIES, CONDITIONS, AND REPRESENTATIONS OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING THOSE RELATED TO MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, AND THOSE ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE.
TO THE EXTENT PERMITTED BY APPLICABLE LAW, NOONS AND ITS AFFILIATES MAKE NO REPRESENTATIONS OR WARRANTIES ABOUT THE ACCURACY OR COMPLETENESS OF CONTENT AVAILABLE ON OR THROUGH THE SITE OR ABOUT PRODUCTS, THE VALUE OR TITLE OF NOONS ITEMS, OR THE CONTENT OF ANY THIRD-PARTY WEBSITES OR SERVICES LINKED TO OR INTEGRATED WITH OUR SITE. NOONS AND ITS AFFILIATES WILL HAVE NO LIABILITY FOR ANY: (A) ERRORS, MISTAKES, OR INACCURACIES OF CONTENT; (B) PERSONAL INJURY OR PROPERTY DAMAGE RESULTING FROM YOUR ACCESS TO OR USE OF THE SITE OR CONSUMPTION OF ANY PRODUCTS; (C) ANY UNAUTHORIZED ACCESS TO OR USE OF OUR SERVERS OR OF ANY PERSONAL INFORMATION OR USER DATA; (D) ANY INTERRUPTION OF TRANSMISSION TO OR FROM THE SITE; (E) ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE WHICH MAY BE TRANSMITTED ON OR THROUGH THE SITE OR SERVICES BY ANY THIRD PARTY; (F) ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF THE USE OF ANY CONTENT POSTED OR SHARED THROUGH THE SITE OR SERVICES; OR (G) LOSS OR DAMAGED CAUSED BY ANOTHER USER’S VIOLATION OF THESE TERMS.
TO THE EXTENT PERMITTED BY LAW, OUR COMPANY AND ITS AFFILIATES WILL NOT BE RESPONSIBLE FOR LOST PROFITS, REVENUES, OR DATA, FINANCIAL LOSSES, OR INDIRECT, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES.
Limitation on Liability
TO THE EXTENT PERMITTED BY LAW, THE TOTAL LIABILITY OF OUR COMPANY AND ITS AFFILIATES, FOR ANY CLAIMS UNDER THESE TERMS, INCLUDING FOR ANY IMPLIED WARRANTIES, IS LIMITED TO THE TOTAL AMOUNT YOU PAID TO US IN FEES OVER THE PAST SIX (6) MONTHS.
Some jurisdictions do not allow the exclusion of certain warranties and limitations of liability provided in this Section. If you are in such a jurisdiction, some of the above limitations and disclaimers may not apply to you. To the extent we may not, as a matter of applicable law, disclaim any implied warranty or limit our liabilities, the scope and duration of such warranty and the extent of our liability will be the minimum permitted by applicable law.
These Terms and Conditions or Services will be governed and implemented by the laws of the Republic of Korea. The Company will consult with you in good faith to resolve any disputes arising out of or relating to the use of Services. If unsettled, the case may be taken to the court to be determined pursuant to the Korean civil procedure law. Third countries may be considered and made on a case-by-case basis and in our sole discretion. If you have any inquiries on Services (including location-based services), please feel free to contact us at firstname.lastname@example.org
We reserve the right, without notice and in our sole discretion, to terminate your license to access or use the Site or Content, at any time and for any reason. You understand and agree that we shall have no liability or obligation to you in such an event.
If you have any questions, would like to provide feedback, or would like more information about noons, please feel free to email us at email@example.com. If you would like to lodge a complaint, please contact us at firstname.lastname@example.org