These Terms of Service (“TOS” or “Terms”) govern your use of and access to the Momento Market, Inc. services, websites, tools and mobile applications (“Mobile Apps” as further defined below), and all of our related products and services (collectively, the “Service” or “Services”). You can access and review the most current version of the TOS by clicking on the “Terms of Service” link displayed within the Mobile Apps or on our website. The terms “we,” “our,” “us” and any derivations thereof herein refer to Momento Market, Inc. (also “Company,” “Momento” or “Momento Market”). You agree to comply with all of these terms when accessing or using our Services. For information regarding the processing of personal data, please see our Privacy Policy link displayed within the Mobile Apps or on our website.
Momento Market has the right to revise this TOS at any time. Your continued use of the Services will mean you accept any changes, and you agree to comply with all applicable laws and regulations.
BY REGISTERING FOR AN ACCOUNT OR OTHERWISE ACCESSING OR USING THE SERVICE, YOU AGREE TO BE BOUND BY THE TOS, INCLUDING ANY UPDATES OR REVISIONS. IF YOU DO NOT AGREE WITH THE TERMS AND CONDITIONS OF THE TOS, YOU MAY NOT ACCESS OR USE THE SERVICE.
The TOS is effective as of the date you access the Service, and for existing users as of the date of the latest update.
You must be 13 years of age or older to use the Service in any manner. You may not use our Services if you are not able to form legally binding contracts (e.g. are under 13).
By using the Service and accepting the Terms, you represent to us that you are 13 years of age or older, and that you have the right, authority, and capacity to agree to and abide by these Terms and enter into legally binding contracts. You also represent to us that you will use the Service in a manner consistent with any and all applicable laws and regulations.
In addition, you agree that any information you provide to us shall be truthful and accurate, including your jurisdiction of residence and/or shipping country, which we will rely on to fulfill our regulatory and tax commitments.
We will commence supplying the Services to you as soon as you accept the TOS. UK residents can cancel this TOS as set forth under the Consumer Contracts (Information, Cancellation and Additional Charges) Regulations 2013.
THE TERMS OF SERVICE REQUIRES FINAL AND BINDING ARBITRATION TO RESOLVE ANY DISPUTE OR CLAIM ARISING OUT OF OR RELATING IN ANY WAY TO THE TERMS OF SERVICE OR YOUR ACCESS TO OR USE OF THE SERVICE, INCLUDING THE VALIDITY, APPLICABILITY OR INTERPRETATION OF THE TOS (EACH, A “CLAIM”), AND YOU AGREE THAT ANY SUCH CLAIM WILL BE RESOLVED ONLY ON AN INDIVIDUAL BASIS AND NOT IN A CLASS, CONSOLIDATED OR REPRESENTATIVE ACTION, ARBITRATION OR OTHER SIMILAR PROCESS.
Please review Section 21 carefully to understand your rights and obligations with respect to the resolution of any Claim.
From time to time we may offer certain paid services as part of the Service, which you can choose to accept or purchase in your discretion. With respect to any paid Services you accept or purchase, you are required to have a valid payment method on file to bid, make an offer or purchase an item. If your payment method fails or your account is overdue, we may collect fees owed by charging other payment methods on file and retaining collection agencies and/or legal counsel.
By accepting a paid Service: (i) you authorize us to place a hold on your payment method; (ii) you authorize us to automatically charge or deduct such amounts through our payment processor (e.g. Stripe) directly to your credit card provider; (ii) you unconditionally and irrevocably appoint us as your agent for purposes thereof; (iii) you irrevocably assign to us all rights and ownership in and to such payments; and (iv) you authorize us to deduct your payment method.
In certain instances we may use and may share with our third-party payment processors (e.g., Stripe), and our third-party payment processors may use and share with us, transaction data, payment data and data about your account. Accordingly, you grant us permission to work with and interact with these payment processors and to share, transfer and copy transaction data, payment data and user data for the benefit of facilitating or improving use or interoperability of the payment processing services and our Services, or in connection with formal or informal investigations of fraud, misuse or suspicious activity. Your or our use of any third-party payment processing service is subject to the applicable terms and conditions of use established by such service.
We and our third-party payment service providers may receive updated payment method information from your credit card or other payment method issuer at the election of your credit card and payment method issuer. Neither Momento Market nor its third-party payment service providers are responsible for such release of your credit card or payment method information. Your credit card or payment method issuer may give you the right to opt out of the update service. It is your responsibility to contact your credit card or payment method issuer with regard to your right to opt out of the update service.
We do not make any representations whatsoever or assume any responsibility for any VAT, taxes or duties applicable to Services you purchase from us. As a user, you understand and agree that any amounts we charge are based on the laws and regulations of each local jurisdiction, based on the advice of our third party local tax advisors and the information provided by you. We disclaim any liability whatsoever regarding VAT, tax, duties or their interpretations. We rely on information you provide to collect the correct tax and duty amounts required by law. It is ultimately your responsibility to understand the tax obligations in your local jurisdiction.
To the fullest extent possible under applicable law, you shall pay to us as a debt on demand all costs incurred by us, including but not limited to tax, penalties and interest, levied by any competent tax authority due to your failure to provide valid information used to collect VAT and/or duties.
We reserve the right at any time to charge for certain portions of the Services, to change or update the fees or payments due for such Services, or offer our Services or a portion thereof for free. Any charges for Services will be disclosed to you in advance of your acceptance of such Services. If we notify you of a charge for Services, or a change in fees, your continued use of the Service will be deemed acceptance thereof.
Our technology and digital goods services are offered from the United States, and you are therefore agreeing to the laws applicable in the United States with respect to certain technology and digital service matters.
Your privacy rights are set forth in our Privacy Policy, which forms a part of these Terms and governs your access to and use of the Service. Please review the Privacy Policy to learn about:
What information we may collect about you;
What we use that information for; and
When and with whom we share that information.
In order to operate Services, we will have access to various information about you, including personal data. This personal data consists of the information you provide as well as other analytic or use data that is collected as part of the Services. When you delete your account, we will delete any information you provided, but will preserve any information as may be required by law or in connection with our legitimate interests. We also maintain aggregated data beyond the life of a user’s account.
We share information with third parties if authorized by you or as is necessary for the provision of the Services (e.g. for payment processing), or otherwise if required by law or contract.
We may transfer your personal data to recipients who may be located outside of your local jurisdiction, including to and from the United States to your local jurisdiction. We transfer data subject to local legal and regulatory safeguards or otherwise in accordance with applicable law. Not all countries offer the same data protection as your local country of jurisdiction, and therefore we rely on the entering into of data protection contracts to safeguard your information.
You acknowledge and agree that the technical processing and transmission of data associated with the Service, including your data, may require: (i) transmissions over various networks; and (ii) changes to conform and adapt to technical requirements of connecting networks or devices.
Please refer to our Privacy Policy for more information about how we collect and process data.
CONSENT TO EMAIL: When you register for the Service, you agree and consent to receiving email messages from us and our partners. These emails may be transactional or relationship communications relating to the Service, such as administrative notices and service announcements or changes, or emails containing commercial offers, promotions or special offers from us or our third-party partners.
The Service is an application and web interface wherein we display and allow you to track a compilation of certain facts, data, information and other assets for your own limited, personal use within the Services. We gather this information, among others, from public and private sources, in some cases subject to licenses we purchase from third parties for the use of this information and of other assets with our Service. Accordingly, it is important to note that your use of the Services and the information therein is subject to our and our third-party’s licensing, copyright and other restrictions at all times. When you use the Services or access any information therein, you expressly agree to the following:
(a) Momento Market grants you a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to access and view pages and create a profile within the Service in our sole discretion and subject to these Terms of Service.
(b) You acknowledge and agree that, as between you and Momento Market, Momento Market owns all rights, title and interest (including all intellectual property and licensing rights) in the Service and all content and other materials within the Service. The Service is protected by U.S. and international copyright and other intellectual property laws and treaties. Momento Market reserves all rights not expressly granted to you.
(b) You may not: (i) use, reproduce, modify, adapt, create derivative works from, publicly perform, publicly display, distribute, make, have made, assign, pledge, transfer or otherwise grant rights to the Service, except as expressly permitted under the TOS; (ii) reverse engineer, disassemble, decompile or translate, or otherwise attempt to derive the source code, architectural framework or data records of any software within or associated with the Service; (iii) frame or utilize any framing technique to enclose any content; (iv) access the Service for the purpose of developing, marketing, selling or distributing any product or service that competes with or includes features substantially similar to the Service or any products or services offered by Momento Market; (v) rent, lease, lend, sell or sublicense the Service or otherwise provide access to the Service as part of a service bureau or similar fee-for-service purpose; or (vi) remove or obscure any proprietary notice that appears within the Service.
(b) To the extent the Service provides access to any online software, applications or other similar components, Momento Market grants you a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to access and use such components only in the form within the online platform provided by Momento Market.
(c) Momento Market makes available iOS and Android mobile apps for access to and use of the Service (collectively, “Mobile Apps”). Your access and use of our Mobile Apps is subject to these Terms and any applicable end user license agreement for the app.
(d) All rights granted to you under this TOS, and all products and services made available to you through the Service, are subject to your compliance with the TOS in all material respects.
You hereby undertake that you will not, nor permit any third party without our or our licensors prior written consent to the following:
For the avoidance of doubt, “IP” and “third-party IP” shall refer to, whether registered or unregistered, any rights in copyright, designs, artistic rights, patents, trademarks, trade names, logos and characters domain names, trade secrets, know-how, database rights, circuit layout rights and all other similar proprietary rights and all extensions and renewals of them anywhere in the world recognized currently or in the future, which are the exclusive property of Momento, our licensors, or any other third parties and are included in or associated with the Service or any element of the Service.
Your Acknowledgements/Limited Rights
Any item you access through us contains certain of our and/or our licensors’ or other third party’s IP, and you hereby agree that:
(a) In registering an account for the Service, you agree to: (i) provide true, accurate, current and complete information about yourself; and (ii) maintain and promptly update your information to keep it true, accurate, current and complete. If you provide any information that is untrue, inaccurate, not current or incomplete, or Momento Market reasonably suspects that you have done so, Momento Market may suspend or terminate your account.
(b) You may not share or transfer your account or password with anyone. You are fully responsible for all activities that occur under your account and for any unauthorized use or access to your account, including in the event of property loss as a result thereof. You agree to notify Momento Market immediately of any unauthorized use of your account or password or any other similar breach of security.
(c) We reserve the right to cancel unconfirmed accounts or accounts that have been inactive for a long time.
In connection with your access to or use of the Service, you shall not:
If you elect to provide or make available to Momento Market any suggestions, comments, ideas, improvements or other feedback relating to the Service (“Suggestions”), you hereby grant Momento Market and its service providers a perpetual, irrevocable, worldwide, royalty-free, fully-paid-up, non-exclusive, sublicensable, transferable license to use, reproduce, modify, adapt, create derivative works from, publicly perform, publicly display, distribute, make and have made your suggestions (in any form and any medium, whether now known or later developed), without credit or compensation to you.
Your dealings with advertisers and other third parties who market, sell, buy or offer to sell or buy any goods or services on the Service, including payment for and delivery of such goods or services and any other terms, conditions, warranties or representations associated with such dealings, are solely between you and the advertiser or other third party. You agree that Momento Market shall not be liable for any damage or loss of any kind incurred as a result of any such dealings.
The Service or users of the Service may provide links or other connections to other websites or resources. You acknowledge and agree that Momento Market does not endorse and is not responsible for any content, advertising, products, services or other materials on or available through such sites or resources (“External Materials”). External Materials are subject to different terms of use and privacy policies. You are responsible for reviewing and complying with such terms of use and privacy policies. You further acknowledge and agree that Momento Market shall not be liable for any damage or loss resulting from or arising out of use of or reliance on any External Materials.
We reserve the right at any time to modify or discontinue the Service (or any portion thereof) with or without notice, and Momento Market shall not be liable to you or any third party for any such modification or discontinuance.
You shall indemnify, defend and hold Momento Market and its affiliates, and each of their officers, directors, employees, agents, partners and licensors (collectively, “Momento Market Parties”) harmless from and against any claim, demand, loss, damage, cost, liability and expense, including reasonable attorneys’ fees, resulting from or arising out of: (a) your use of the Service; (b) your violation of the TOS, any law or regulation, or any rights (including intellectual property rights) of another party; (c) any action or inaction taken by you in relation to the Service.
(a) YOUR USE OF THE SERVICE IS AT YOUR SOLE RISK. THE SERVICE IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITH ALL FAULTS. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, MOMENTO MARKET PARTIES EXPRESSLY DISCLAIM ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED OR ARISING FROM STATUTE, COURSE OF DEALING, USAGE OF TRADE OR OTHERWISE, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, QUALITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.
(b) THE MOMENTO MARKET PARTIES MAKE NO WARRANTY OR REPRESENTATION: (i) THAT THE SERVICE WILL MEET YOUR REQUIREMENTS; (ii) THAT ACCESS TO THE SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE OR ERROR-FREE; (iii) THAT THE INFORMATION AND ANY RESULTS THAT MAY BE OBTAINED FROM ACCESS TO OR USE OF THE SERVICE WILL BE ACCURATE, RELIABLE, CURRENT OR COMPLETE; OR (iv) WITH RESPECT TO THE LAWS OR REGULATIONS IN YOUR JURISDICTION, INCLUDING TAX OR OTHER TREATMENT REGARDING SALES TO YOU.
(c) ALL CONTENT MADE AVAILABLE THROUGH THE SERVICE IS MADE AVAILABLE FOR INFORMATIONAL PURPOSES ONLY. YOU ARE SOLELY RESPONSIBLE FOR CONFIRMING THE ACCURACY OF ALL INFORMATION BEFORE TAKING OR OMITTING ANY ACTION.
18.LIMITATION OF LIABILITY
(a) IN NO EVENT SHALL THE MOMENTO MARKET PARTIES BE LIABLE FOR ANY LOST PROFITS OR COST OF COVER, OR INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES, INCLUDING DAMAGES ARISING FROM ANY TYPE OR MANNER OF COMMERCIAL, BUSINESS OR FINANCIAL LOSS, THE COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, DIMINUTION OF VALUE OR ANY OTHER INTANGIBLE LOSS, DUE TO THE DEVELOPMENT AND DISTRIBUTION OF MOMENTO, THE USE AND FUNCTION OF THIS PLATFORM, THE USE OF ANY ELECTRONIC WALLETS, SMART CONTRACTS, CRYPTOCURRENCIES AND/OR DLTS AND ANY OTHER TECHNOLOGIES USED FOR THE DEVELOPMENT AND DISTRIBUTION OF THE MOMENTO, EVEN IF THE MOMENTO MARKET PARTIES HAD ACTUAL OR CONSTRUCTIVE KNOWLEDGE OF THE POSSIBILITY OF SUCH DAMAGES AND REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE. IN NO EVENT SHALL THE MOMENTO MARKET PARTIES’ TOTAL LIABILITY TO YOU FOR ALL CLAIMS ARISING FROM OR RELATING TO THE TOS OR YOUR ACCESS TO OR USE OF (OR INABILITY TO ACCESS OR USE) THE SERVICE EXCEED THE AMOUNT PAID BY YOU TO MOMENTO MARKET IN THE PAST SIX (6) MONTHS, INCLUDING $0 IF YOU HAVE NOT PAID ANY AMOUNTS TO THE COMPANY.
(b) CERTAIN STATE LAWS DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES OR THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES. IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE ABOVE DISCLAIMERS, EXCLUSIONS, OR LIMITATIONS MAY NOT APPLY TO YOU, AND YOU MAY HAVE ADDITIONAL RIGHTS.
(c) YOU UNDERSTAND AND AGREE THAT OUR THIRD PARTY LICENSORS AND PARTNERS ARE NOT LIABLE TO YOU OR TO ANY THIRD PARTY FOR ANY LOSSES OR CLAIMS WHATSOEVER AND THAT ALL LIMITATIONS OF LIABILITY IN THIS TOS APPLY TO OUR LICENSORS AND PARTNERS IN FULL.
(a) Without limiting other remedies, we may limit, suspend, or terminate your user account(s) and access to our Services, restrict or prohibit access to, and your activities on, our Services, cancel bids and take any other legal or technical steps to keep you from using our Services if:
(b)If you violate the TOS, all rights granted to you under the TOS will terminate immediately, with or without notice to you.
(c) Upon termination of the TOS for any reason: (i) Momento Market, in its sole discretion, may terminate your account and remove your information; (ii) stop providing any digital services; (iii) cease providing ongoing authentication services. Any provision that, by its terms, is intended to survive the expiration or termination of this TOS shall survive such expiration or termination.
The TOS shall be governed by and construed and enforced in accordance with the United States Federal Arbitration Act, other applicable federal laws and the laws of the State of Delaware, without regard to conflict of laws principles. The United Nations Convention on Contracts for the International Sale of Goods is specifically excluded from application to the TOS.
(a) ALL CLAIMS AND DISPUTES HEREUNDER SHALL BE RESOLVED BY FINAL AND BINDING ARBITRATION RATHER THAN IN COURT. THERE IS NO JUDGE OR JURY IN ARBITRATION, AND COURT REVIEW OF AN ARBITRATION AWARD IS LIMITED.
(b) The arbitration shall be conducted by the American Arbitration Association (AAA) under its then-applicable Commercial Arbitration Rules or, as appropriate, its Consumer Arbitration Rules. The AAA’s rules are available at http://www.adr.org/. Payment of all filing, administration and arbitrator fees shall be governed by the AAA’s rules. The arbitration shall be conducted in the English language by a single independent and neutral arbitrator. For any hearing conducted in person as part of the arbitration, you agree that such hearing shall be conducted in Wilmington, Delaware or, if the Consumer Arbitration Rules apply, another location reasonably convenient to both parties with due consideration of their ability to travel and other pertinent circumstances, as determined by the arbitrator. The decision of the arbitrator shall be final and binding. Judgment on the arbitral award may be entered in any court of competent jurisdiction.
(c) WE EACH AGREE THAT ALL CLAIMS AND DISPUTES SHALL BE RESOLVED ONLY ON AN INDIVIDUAL BASIS AND NOT IN A CLASS, CONSOLIDATED OR REPRESENTATIVE ACTION, ARBITRATION OR OTHER SIMILAR PROCESS. IF FOR ANY REASON A CLAIM PROCEEDS IN COURT RATHER THAN IN ARBITRATION, WE EACH WAIVE ANY RIGHT TO A JURY TRIAL AND AGREE THAT SUCH CLAIM SHALL BE BROUGHT ONLY IN A COURT OF COMPETENT JURISDICTION IN WILMINGTON, DELAWARE. YOU HEREBY SUBMIT TO THE PERSONAL JURISDICTION AND VENUE OF SUCH COURTS AND WAIVE ANY OBJECTION ON THE GROUNDS OF VENUE, FORUM NON-CONVENIENS OR ANY SIMILAR GROUNDS WITH RESPECT TO ANY SUCH CLAIM.
(d)Notwithstanding anything to the contrary, Momento Market may seek injunctive relief and any other equitable remedies from any court of competent jurisdiction to protect its intellectual property rights, whether in aid of, pending or independently of the resolution of any dispute pursuant to the arbitration procedures set forth herein.
You represent and warrant that you are not: (a) located in a country that is subject to a U.S. Government embargo, or designated by the U.S. Government as a “terrorist supporting” country; and (b) listed on any U.S. Government list of prohibited or restricted parties, including the Specially Designated Nationals List.
You agree that, except as otherwise expressly provided in the TOS, there shall be no third-party beneficiaries to the TOS.
If you believe that anything made available through the Service in a way that constitutes copyright infringement, please provide Momento Market’s Agent for Notice of Copyright Claims the following information: (a) a physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed; (b) a description of the copyrighted work claimed to have been infringed, or, if multiple copyrighted works are covered by a single notification, a representative list of such works; (c) a description of the material that you claim is infringing and where that material may be accessed within the Service; (d) your address, telephone number and email address; (e) a statement by you 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 (f) a statement from you 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. Momento Market’s Agent for Notice of Copyright Claims can be reached as follows:
Agent for Notice of Copyright Claims
Copyright Agent
Momento Market, Inc.
382 NE 191ST ST STEPMB 49879
MIAMI FL 33179
Email: copyright@acmomento.com
25.GENERAL PROVISIONS
The TOS constitutes the entire agreement between you and Momento Market concerning your access to and use of the Service. For the purposes of the TOS, the words “such as,” “include,” “includes” and “including” shall be deemed to be followed by the words “without limitation.” You may not assign or delegate any right or obligation under the TOS without the prior written consent of Momento Market. The failure of Momento Market to exercise or enforce any right or provision of the TOS shall not constitute a waiver of such right or provision. If any provision of this TOS is held to be invalid or unenforceable under applicable law, then such provision shall be construed, limited, modified or, if necessary, severed to the extent necessary to eliminate its invalidity or unenforceability, without in any way affecting the remaining parts of the TOS. Any prevention of or delay in performance by Momento Market hereunder due to labor disputes, acts of god, governmental restrictions, enemy or hostile governmental action, fire or other casualty or other causes beyond its reasonable control shall excuse the performance of its obligations for a period equal to the duration of any such prevention or delay.