Focus Market Ltd 

Terms of Service

Focus Market Ltd (FM,” “we,” “us,” “our”) provides its marketplace and services (described below) to you (you” or User”) through its website, platform, and marketplace located at https://app.focus.market (the Platform”), subject to the following Terms of Service (as amended from time to time, the Terms”).  By signing up for an account on the Platform or otherwise using or accessing the Platform, you acknowledge that you have read and agree to these Terms.  The Privacy Policy and all such additional terms, guidelines, and rules as set forth on the Platform are hereby incorporated by reference into these Terms and expressly agreed to and acknowledged by the User.

PLEASE READ THESE TERMS OF PLATFORM CAREFULLY, AS THEY CONTAIN AN AGREEMENT AND OTHER IMPORTANT INFORMATION REGARDING YOUR LEGAL RIGHTS, REMEDIES, AND OBLIGATIONS.  THE AGREEMENT TO ARBITRATE REQUIRES (WITH LIMITED EXCEPTION) THAT YOU SUBMIT CLAIMS YOU HAVE AGAINST US TO BINDING AND FINAL ARBITRATION, AND FURTHER (1) YOU WILL ONLY BE PERMITTED TO PURSUE CLAIMS AGAINST FM ON AN INDIVIDUAL BASIS, NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY CLASS OR REPRESENTATIVE ACTION OR PROCEEDING, (2) YOU WILL ONLY BE PERMITTED TO SEEK RELIEF (INCLUDING MONETARY, INJUNCTIVE, AND DECLARATORY RELIEF) ON AN INDIVIDUAL BASIS, AND (3) YOU MAY NOT BE ABLE TO HAVE ANY CLAIMS YOU HAVE AGAINST US RESOLVED BY A JURY OR IN A COURT OF LAW.

We reserve the right, at our sole discretion, to change or modify portions of these Terms of Service at any time.  If we do this, we will post the changes on this page and will indicate at the top of this page the date these terms were last revised.  We will also notify you, either through the Platform user interface, in an email notification or through other reasonable means.  Any such changes will become effective no earlier than fourteen (14) days after they are posted, except that changes addressing new functions of the Platform will be effective immediately.  Your continued use of the Platform and after the date any such changes become effective constitutes your acceptance of the new Terms of Service.

What is Focus Market?

Focus Market (FM) is a platform for photo artists (Creators”) and buyers (Collectors”) to sell, purchase, list for auction, make offers, and bid (each a Transaction”) on digital Photo Assets represented on a non-fungible Ethereum-based tokens (Photo Assets”).

Smart-Contract Enabled.  The Photo Asset on FM is represented on smart contracts on the Ethereum blockchain that provides an immutable ledger of all transactions that occur on FM (Smart Contracts”).  This means that all Photo Assets is outside of the control of any one party, including FM, and is subject to many risks and uncertainties.  We neither own nor control MetaMask, Coinbase, the Ethereum network, your browser, or any other third party site, product, or service that you might access, visit, or use for the purpose of enabling you to use the various features of the Platform. We will not be liable for the acts or omissions of any such third parties, nor will we be liable for any damage that you may suffer as a result of your transactions or any other interaction with any such third parties.  The User understands that your Ethereum public address will be made publicly visible whenever you engage in a transaction on the Platform.

Noncustodial.  While FM offers a marketplace for Photo Assets, it does not buy, sell, or ever take custody or possession of any Photo Assets. The Platform facilitates User collection of Photo Assets, but neither FM nor the Platform are custodians of any Photo Assets.  The User understands and acknowledges that the Smart Contracts do not give FM custody, possession, or control of any Photo Assets or cryptocurrency at any time for the purpose of facilitating transactions on the Platform.  You affirm that you are aware and acknowledge that FM is a non-custodial service provider and has designed this Platform to be directly accessible by the Users without any involvement or actions taken by FM or any third-party.  As a marketplace, FM cannot make any representation or guarantee that Creators will achieve any particular outcome as the result of listing their Photo Assets on FM.

How do I use the FM platform?

Your Registration Obligations:  Anyone can browse FM without registering for an account. You may be required to register with FM in order to access and use certain features on the Platform, such as participating as a Creator or Collector.  If you choose to register for the Platform, you agree to provide and maintain true, accurate, current, and complete information about yourself as prompted by our registration form.  Registration data and certain other information about you are governed by our Privacy Policy.  You must be at least 13 years old to register for an account as a Creator, and at least 18 years old to place a bid on any Photo Assets. If you are between 13 and 18 years old, you must have the expressed permission of a parent or legal guardian who can accept these Terms on your behalf. You are responsible for anything that occurs when anyone is signed in to your account, as well as the security of the account.

Member Account, Password, and Security: You are responsible for maintaining the confidentiality of your account and password, if any, and are fully responsible for any and all activities that occur under your password or account.  You agree to (a) immediately notify FM of any unauthorised use of your password or account or any other breach of security, and (b) ensure that you exit from your account at the end of each session when accessing FM.  FM will not be liable for any loss or damage arising from your failure to comply with this Section.

Connecting your Wallet:  In order to participate as a Creator or Collector in the marketplace, you must connect to 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.  All transactions on FM are in the native Ethereum cryptocurrency, ETH.

Modifications to the Platform: FM reserves the right to modify or discontinue, temporarily or permanently, the Platform (or any part thereof) with or without notice.  You agree that FM will not be liable to you or to any third party for any modification, suspension, or discontinuance of the Platform.

What are the rules for using the FM platform?

When using FM, no User is allowed to:

a) manipulate the price of Photo Assets in any way, including bidding on your own items, preventing bidding, or using FM to conceal economic activity.

b) email or otherwise upload any content that (i) infringes any intellectual property or other proprietary rights of any party; (ii) you do not have a right to upload under any law or under contractual or fiduciary relationships; (iii) contains software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment; (iv) poses or creates a privacy or security risk to any person; (v) constitutes unsolicited or unauthorised advertising, promotional materials, commercial activities and/or sales, junk mail,” “spam,” “chain letters,” “pyramid schemes,” “contests,” “sweepstakes,” or any other form of solicitation; (vi) is unlawful, harmful, threatening, abusive, harassing, tortious, excessively violent, defamatory, vulgar, obscene, pornographic, libellous, invasive of anothers privacy, hateful racially, ethnically or otherwise objectionable; or (vii) in the sole judgment of FM, is objectionable or which restricts or inhibits any other person from using or enjoying the Platform, or which may expose FM or its users to any harm or liability of any type;

c) interfere with or disrupt the Platform or servers or networks connected to the Platform, or disobey any requirements, procedures, policies or regulations of networks connected to the Platform ; or

d) violate any applicable local, state, national or international law, or any regulations having the force of law

e) impersonate any person or entity, or falsely state or otherwise misrepresent your affiliation with a person or entity;

f) solicit personal information from anyone under the age of 18;

g) harvest or collect email addresses or other contact information of other Users from the Platform by electronic or other means for the purposes of sending unsolicited emails or other unsolicited communications;

h) advertise or offer to sell or buy any goods or services for any business purpose that is not specifically authorised;

i) further or promote any criminal activity or enterprise or provide instructional information about illegal activities, including for the purpose of concealing economic activity, laundering money, or financing terrorism;

j) obtain or attempt to access or otherwise obtain any materials or information through any means not intentionally made available or provided for through the Platform;

k)  use any robot, spider, site search/retrieval application, or other device to retrieve or index any portion of the Platform or the content posted on the Platform, or to collect information about its Users for any unauthorised purpose;

l) create user accounts by automated means or under false or fraudulent pretenses;

m) access or use the Platform for the purpose of creating a product or service that is competitive with any of our products or services.

The User Acknowledges the Risks of the Platform: 

You acknowledge that the Platform is subject to flaws and acknowledge that you are solely responsible for evaluating any code provided by the Platform. This warning and others provided in this Agreement by FM in no way evidence or represent an ongoing duty to alert you to all of the potential risks of utilising or accessing the Platform. The Platform may experience sophisticated cyber-attacks, unexpected surges in activity, or other operational or technical difficulties that may cause interruptions to or delays on the Platform. You agree to accept the risk of the Platform failure resulting from unanticipated or heightened technical difficulties, including those resulting from sophisticated attacks, and you agree not to hold us accountable for any related losses.  We will not bear any liability, whatsoever, for any damage or interruptions caused by any viruses that may affect your computer or other equipment, or any phishing, spoofing, or other attacks.

FM May Suspend Hacked Accounts: 

FM reserves the right to terminate, suspend or restrict your access to any Account(s) if there is reasonable suspicion by us that the person logged into your Account(s) is not you or if we suspect that the Account(s) have been or will be used for any illegal, fraudulent, or unauthorised purposes. Under no circumstances shall FM or indemnified persons in accordance with these Terms be responsible or liable for any direct or indirect losses (including loss of profits, business or opportunities), damages or costs suffered by you or any other person or entity due to any such termination, suspension or restriction of access to any Account(s).

What are the intellectual property rights on the FM platform?

Creator Rights

The Creator owns all legal right, title, and interest in all intellectual property rights underlying the Photo Assets minted by the Creator on the Platform, including but not limited to copyrights and trademarks. As the copyright owner, the Creator has the right to reproduce, prepare derivative Photo Assets, distribute, and display or perform the Photo Assets.

Creators hereby acknowledges, understands, and agrees that selling Photo Assets on FM constitutes an express representation, warranty, and covenant that the Creator has not, and will not cause another to sell, tokenise, or create another cryptographic token representing a digital collectible for the same Photo Assets, excepting, without limitation, the Creators ability to sell, tokenise, or create a cryptographic token or other digital asset representing a legal, economic, or other interest relating to any of the exclusive rights belonging to the Creator under copyright law.

The Creator hereby acknowledges, understands, and agrees that launching Photo Assets on FM constitutes an express and affirmative grant to FM, its affiliates and successors a non-exclusive, world-wide, assignable, sub-licensable, perpetual, and royalty-free license to make copies of, display, perform, reproduce, and distribute the Photo Assets on any media whether now known or later discovered for the broad purpose of operating, promoting, sharing, developing, marketing, and advertising the Platform, or any other purpose related to FM, including without limitation, the express right to: (i) display or perform the Photo Assets on the Platform, a third party platform, social media posts, blogs, editorials, advertising, market reports, virtual galleries, museums, virtual environments, editorials, or to the public; (ii) create and distribute digital or physical derivative Photo Assets based on the Photo Assets; (iii) indexing the Photo Assets in electronic databases, indexes, catalogues; and (iv) hosting, storing, distributing, and reproducing one or more copies of the Photo Assets within a distributed file keeping system, node cluster, or other database (e.g., IPFS) or causing, directing, or soliciting others to do so.

Creators expressly represent and warrant that their Photo Assets listed on FM contains only original content otherwise authorised for use by the Creator, and does not contain unlicensed or unauthorised copyrighted content, including any imagery, design, audio, video, human likeness, or other unoriginal content not created by the Creator, not authorised for use by the Creator, not in the public domain, or otherwise without a valid claim of fair use, the Creator further represents and warrants that it has permission to incorporate the unoriginal content.

Collectors Rights

Collectors receive a cryptographic token representing the Creators Photo Assets as a piece of property, but do not own the creative work itself. Collectors may display and share the Photo Assets, but Collectors do not have any legal ownership, right, or title to any copyrights, trademarks, or other intellectual property rights to the Photo Assets, excepting the limited license to the Photo Assets granted by these Terms.  Upon collecting a Photo Assets, Collectors receive a limited, worldwide, non-assignable, non sub-licensable, royalty-free license to display the Photo Assets legally owned and properly obtained by the Collector.

The Collectors limited license to display the Photo Assets, includes, but is not limited to, the right to display the Photo Assets privately or publicly: (i) for the purpose of promoting or sharing the Collectors purchase, ownership, or interest, (ii) for the purpose of sharing, promoting, discussing, or commenting on the Photo Assets; (iii) on third party marketplaces, exchanges, platforms, or applications in association with an offer to sell, or trade, the Photo Assets; and (iv) within decentralised virtual environments, virtual worlds, virtual galleries, virtual museums, or other navigable and perceivable virtual environments.

Collectors have the right to sell, trade, transfer, or use their Photo Assets, but Collectors may not make commercial use” of the Photo Assets.

The Collector agrees that it may not, nor permit any third party, to do or attempt to do any of the foregoing without the Creators express prior written consent in each case: (i) modify, distort, mutilate, or perform any other modification to the Work which would be prejudicial to the Creators honour or reputation; (ii) use the Photo Assets to advertise, market, or sell any third party product or service; (iii) use the Photo Assets in connection with images, videos, or other forms of media that depict hatred, intolerance, violence, cruelty, or anything else that could reasonably be found to constitute hate speech or otherwise infringe upon the rights of others; (iv) incorporate the Photo Assets in movies, videos, video games, or any other forms of media for a commercial purpose, except to the limited extent that such use is expressly permitted by these Terms or solely for your Collectors personal, non-commercial use; (v) sell, distribute for commercial gain, or otherwise commercialise merchandise that includes, contains, or consists of the Photo Assets; (vi) attempt to trademark, copyright, or otherwise acquire additional intellectual property rights in or to the Photo Assets; (vii) attempt to mint, tokenise, or create an additional cryptographic token representing the same Photo Assets, whether on or off of the FM Platform; (viii) falsify, misrepresent, or conceal the authorship of the Photo Assets; or (ix) otherwise utilise the Photo Assets for the Collectors or any third partys commercial benefit.

Collectors irrevocably release, acquit, and forever discharge FM and its subsidiaries, affiliates, officers, and successors of any liability for direct or indirect copyright or trademark infringement for FM use of a Photo Assets in accordance with these Terms.

Platform Content, Software and Trademarks: You acknowledge and agree that the Platform may contain content or features (Platform Content”) that are protected by copyright, patent, trademark, trade secret or other proprietary rights and laws.  Except as expressly authorised by FM, you agree not to modify, copy, frame, scrape, rent, lease, loan, sell, distribute or create derivative works based on the Platform or the Platform Content, in whole or in part.  In connection with your use of the Platform you will not engage in or use any data mining, robots, scraping or similar data gathering or extraction methods.  If you are blocked by FM from accessing the Platform (including by blocking your IP address), you agree not to implement any measures to circumvent such blocking (e.g., by masking your IP address or using a proxy IP address).  Any use of the Platform or the Platform Content other than as specifically authorised herein is strictly prohibited.  The technology and software underlying the Platform or distributed in connection therewith are the property of FM, our affiliates and our partners (the Software”).  You agree not to copy, modify, create a derivative work of, reverse engineer, reverse assemble or otherwise attempt to discover any source code, sell, assign, sublicense, or otherwise transfer any right in the Software.  Any rights not expressly granted herein are reserved by FM.

The FM name and logos are trademarks and service marks of FM, (collectively the FM Trademarks”). Other company, product, and service names and logos used and displayed via the Platform may be trademarks or service marks of their respective owners who may or may not endorse or be affiliated with or connected to FM. Nothing in this Terms of Service or the Platform should be construed as granting, by implication, estoppel, or otherwise, any license or right to use any of FM Trademarks displayed on the Platform, without our prior written permission in each instance. All goodwill generated from the use of FM Trademarks will inure to our exclusive benefit.

Third Party Material:  Under no circumstances will FM be liable in any way for any content or materials of any third parties (including users), including, but not limited to, for any errors or omissions in any content, or for any loss or damage of any kind incurred as a result of the use of any such content.  You acknowledge that FM does not pre-screen content, but that FM and its designees will have the right (but not the obligation) in their sole discretion to refuse or remove any content that is available via the Platform. Without limiting the foregoing, FM and its designees will have the right to remove any content that violates these Terms of Service or is deemed by Platform, in its sole discretion, to be otherwise objectionable. You agree that you must evaluate, and bear all risks associated with, the use of any content and the purchase of any Photo Assets, including any reliance on the accuracy, completeness, or usefulness of such content.

External Sites

The Platform or Site may include hyperlinks to other websites or resources (collectively, “External Sites”), which are provided solely as a convenience to our users. FM has no control over any External Sites.  You acknowledge and agree that we are not responsible for the availability of any External Sites and that we do not endorse any advertising, products, or other materials on or made available from any External Sites.  Furthermore, you acknowledge and agree that we are not liable for any loss or damage which may be incurred as a result of the availability or unavailability of the External Sites, or as a result of any reliance placed by you upon the completeness, accuracy, or existence of any advertising, products or other materials on, or made available from, any External Sites.

User Content Transmitted Through the Platform:  With respect to the content, Photo Assets, or other materials you upload through the Platform or share with other users or recipients (collectively, User Content”), you represent and warrant that you own all right, title and interest in and to such User Content, including, without limitation, all copyrights and rights of publicity contained therein.  By uploading any User Content you hereby grant and will grant FM and its affiliated companies a nonexclusive, worldwide, royalty free, fully paid up, transferable, sub-licensable, perpetual, irrevocable license to copy, display, upload, perform, distribute, store, modify and otherwise use your User Content in connection with the operation of the Platform or the promotion, advertising or marketing thereof in any form, medium or technology now known or later developed.

Any questions, comments, suggestions, ideas, feedback or other information about the Platform (Submissions”), provided by you to FM are non-confidential and FM will be entitled to the unrestricted use and dissemination of these Submissions for any purpose, commercial or otherwise, without acknowledgment or compensation to you.

FM may preserve content and may also disclose content if required to do so by law or in the good faith belief that such preservation or disclosure is reasonably necessary to: (a) comply with legal process, applicable laws or government requests; (b) enforce these Terms of Service; (c) respond to claims that any content violates the rights of third parties; or (d) protect the rights, property, or personal safety of FM, its users and the public. You understand that the technical processing and transmission of the Platform, including your content, may involve (a) transmissions over various networks; and (b) changes to conform and adapt to technical requirements of connecting networks or devices.

Copyright Complaints: FM respects the intellectual property of others, and we ask our users to do the same.  If you believe that your work has been copied in a way that constitutes copyright infringement, or that your intellectual property rights have been otherwise violated, you should notify FM of your infringement claim in accordance with the procedure set forth below.

FM will process and investigate notices of alleged infringement and will take appropriate actions under relevant UK Copyright legislation and other applicable intellectual property laws with respect to any alleged or actual infringement.  Please use appropriate channels to notify FM of the potential infringement.

To be effective, the notification must be in writing and contain the following information:

a) an electronic or physical signature of the full legal name of the person authorised to act on behalf of the owner of the copyright or other intellectual property interest;

b) a description of the copyrighted work or other intellectual property that you claim has been infringed;

c) a description of where the material that you claim is infringing is located on the Platform, with enough detail that we may find it on the Platform;

d) your address, telephone number, and email address;

e) a statement by you that you have a good faith belief that the disputed use is not authorised by the copyright or intellectual property owner, its agent, or the law;

f) a statement by you, made under penalty of perjury, that the above information in your Notice is accurate and that you are the copyright or intellectual property owner or authorised to act on the copyright or intellectual property owners behalf.

Counter-Notice: If you believe your User Content that was removed (or to which access was disabled) is not infringing, or that you have the authorisation from the copyright owner, the copyright owners agent, or pursuant to the law, to upload and use the content in your User Content, you may send a written counter-notice containing the following information to our Copyright Agent:

a) your physical or electronic signature;

b) identification of the content that has been removed or to which access has been disabled and the location at which the content appeared before it was removed or disabled;

c) a statement that you have a good faith belief that the content was removed or disabled as a result of mistake or a misidentification of the content; and

d) your name, address, telephone number, and email address, a statement that you consent to the jurisdiction of the federal court located within Northern District of California and a statement that you will accept service of process from the person who provided notification of the alleged infringement.

If a counter-notice is received by the Copyright Agent, FM will send a copy of the counter-notice to the original complaining party informing that person that it may replace the removed content or cease disabling it in 10 business days. Unless the copyright owner files an action seeking a court order against the content provider, member or user, the removed content may be replaced, or access to it restored, in 10 to 14 business days or more after receipt of the counter-notice, at our sole discretion.

Repeat Infringer Policy:  In accordance with the relevant copyright legislations in the UK and other applicable law, FM has adopted a policy of terminating, in appropriate circumstances and at FM’s sole discretion, Users who are deemed to be repeat infringers.  FM may also at its sole discretion limit access to the Platform and/or terminate the memberships of any users who infringe any intellectual property rights of others, whether or not there is any repeat infringement.

User Obligations towards FM

Creators expressly agree to refund to the Collector and/or FM the entire portion of Fees received from the sale of a Photo Assets that was subsequently removed from the Site pursuant to an effective DMCA request to which the Creator failed to timely submit an effective copyright counter notification. FM will not be held liable to any User for removing allegedly infringing works from the Platform or otherwise fulfilling its legal obligations under the relevant copyright legislation.

Creators, Collectors, and all Users expressly agree to cooperate and timely respond to FMs investigations, requests, and inquiries related to legal disputes or allegations of infringement. Users agree to initiate a burn” transaction upon FMs request for Photo Assets that have been permanently removed from the FM marketplace pursuant to a valid legal Take-Down Notice, or that are otherwise alleged to be infringing.

Use of the Platform, including the creating, buying, or selling trading digital assets, may carry financial risk. Digital assets are, by their nature, highly experimental, risky, volatile and transactions carried through the Platform are irreversible, final and there are no refunds.  You acknowledge and agree that you will access and use the Platform at your own risk.  The risk of loss in trading digital assets can be substantial.  You should, therefore, carefully consider whether creating, buying, or selling digital assets is suitable for you in light of your circumstances and financial resources. By using the Platform, you represent that you have been, are, and will be solely responsible for making your own independent appraisal and investigations into the risks of a given transaction and the underlying digital assets. You represent that you have sufficient knowledge, market sophistication, professional advice, and experience to make your own evaluation of the merits and risks of any transaction conducted via the Platform or any underlying digital asset. You accept all consequences of using the Platform, including the risk that you may lose access to your digital assets indefinitely.  All transaction decisions are made solely by you.  Notwithstanding anything in this Agreement, we accept no responsibility whatsoever for and will in no circumstances be liable to you in connection with the use of the Platform for performing digital asset transactions. Under no circumstances will the operation of all or any portion of the Platform be deemed to create a relationship that includes the provision or tendering of investment advice.

Communication preferences: by creating an Account, you consent to receive electronic communications from FM (e.g., via email, push notification, text messages, or other types of messages). These communications may include notices about your Account (e.g., transactional information) and are part of your relationship with us. We may also send you promotional communications via email we think will be of interest to you. You understand that you are not required to provide this consent as a condition of using the Service and you may opt out of these communications through the Service or through your mobile device’s operating system (with the possible exception of important service announcements and administrative messages) by following the unsubscribe instructions provided.

What fees does FM charge?

Auction.  The terms and mechanics of the Auctions are set forth in our Help Center and incorporated into these Terms.

Fees.  The Fees for an initial sale of Photo Assets on FM is as follows:

Creators receive 96% of the total sale price of an Initial Sale.

FM collects 4% of the total sale price of an Initial Sale.

You agree and understand that all fees, commissions, and royalties are transferred, processed, or initiated directly through one or more of the smart contracts on the Ethereum blockchain network.

The Fees for a secondary sale of Photo Assets on FM is as follows:

Seller receives 96% (minus royalty fees) of the total sale price of a Secondary Sale.

Original Creator receives their chosen royalty percentage of the total sale price of a Secondary Sale.

FM collects 4% of the total sale price of a Secondary Sale.

You agree and understand that all fees, commissions, and royalties are transferred, processed, or initiated directly through one or more of the smart contracts on the Ethereum blockchain network.

FM does not generally collect any fees, commissions, or royalties for transactions occurring outside of the FM platform. Users irrevocably releases, acquits, and forever discharges FM and its subsidiaries, affiliates, officers, and successors of any liability for royalties, fines, or fees not received from any off-market transaction.

All transactions on FM, including without limitation minting, tokenising, bidding, listing, offering, purchasing, or confirming, are facilitated by smart contracts existing on the Ethereum network. The Ethereum network requires the payment of a transaction fee (a Gas fee”) for every transaction that occurs on the Ethereum network, and thus every transaction occurring on FM. The value of the Gas Fee changes, often unpredictably, and is entirely outside of the control of FM. The User acknowledges that under no circumstances will a contract, agreement, offer, sale, bid, or other transaction on FM 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.

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 FM (including, without limitation, any taxes that may become payable as the result of your ownership, transfer, purchase, sale, or creation of any artworks).

Beta Platforms.  Certain features on FM may be offered while still in beta” form (Beta Platforms”). FM will utilise best efforts to identify the Beta Platforms by labelling on its Platform. By accepting these Terms or using the Beta Platforms, you understand and acknowledge that the Beta Platforms are being provided as a Beta” version and made available on an As Is” or As Available” basis. The Beta Platforms may contain bugs, errors, and other problems. YOU ASSUME ALL RISKS AND ALL COSTS ASSOCIATED WITH YOUR USE OF THE BETA PLATFORMS, INCLUDING, WITHOUT LIMITATION, ANY INTERNET ACCESS FEES, BACK-UP EXPENSES, COSTS INCURRED FOR THE USE OF YOUR DEVICE AND PERIPHERALS, AND ANY DAMAGE TO ANY EQUIPMENT, SOFTWARE, INFORMATION OR DATA. In addition, we are not obligated to provide any maintenance, technical, or other support for the Beta Platforms.

What about my privacy?

Our privacy policy is a part of these Terms. Please review the FM Privacy Policy, which also governs the Platform and informs Users of our data collection practices.

Other Legal Terms

Indemnity and Release:  You agree to release, indemnify and hold FM and its affiliates and their officers, employees, directors and agents (collectively, Indemnitees”) harmless from any from any and all losses, damages, expenses, including reasonable legal fees, rights, claims, actions of any kind and injury (including death) arising out of or relating to your use of the Platform, any User Content, your connection to the Platform, your violation of these Terms of Service or your violation of any rights of another. Notwithstanding the foregoing, you will have no obligation to indemnify or hold harmless any Indemnitee from or against any liability, losses, damages or expenses incurred as a result of any action or inaction of such Indemnitee. Disclaimer of Warranties: Platform transactions, including but not limited to primary sales, secondary market sales, listings, offers, bids, acceptances, and other operations utilise experimental smart contract and blockchain technology, including non-fungible tokens, cryptocurrencies, consensus algorithms, and decentralised or peer-to-peer networks and systems. Users acknowledge and agree that such technologies are experimental, speculative, and inherently risky and may be subject to bugs, malfunctions, timing errors, hacking and theft, or changes to the protocol rules of the Ethereum blockchain (i.e., “forks”), which can adversely affect the smart contracts and may expose you to a risk of total loss, forfeiture of your digital currency or Photo Assets, or lost opportunities to buy or sell Photo Assets.  YOUR USE OF THE PLATFORM IS AT YOUR SOLE RISK. THE PLATFORM IS PROVIDED ON AN AS IS” AND AS AVAILABLE” BASIS. FM EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT.

FM MAKES NO WARRANTY THAT (I) THE PLATFORM WILL MEET YOUR REQUIREMENTS, (II) THE PLATFORM WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, (III) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE PLATFORM WILL BE ACCURATE OR RELIABLE, OR (IV) THE QUALITY OF ANY PRODUCTS, PLATFORMS, INFORMATION, OR OTHER MATERIAL PURCHASED OR OBTAINED BY YOU THROUGH THE PLATFORM WILL MEET YOUR EXPECTATIONS.

Limitation of Liability:  YOU EXPRESSLY UNDERSTAND AND AGREE THAT FM WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY DAMAGES, OR DAMAGES FOR LOSS OF PROFITS INCLUDING BUT NOT LIMITED TO, LOSS IN VALUE OF ANY Photo Assets, DAMAGES FOR LOSS OF GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES (EVEN IF FM HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), WHETHER BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY OR OTHERWISE, RESULTING FROM: (I) THE USE OR THE INABILITY TO USE THE PLATFORM; (II) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS AND PLATFORMS RESULTING FROM ANY Photo Assets, GOODS, DATA, INFORMATION OR PLATFORMS PURCHASED OR OBTAINED OR MESSAGES RECEIVED OR TRANSACTIONS ENTERED INTO THROUGH OR FROM THE PLATFORM; (III) UNAUTHORISED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA; (IV) STATEMENTS OR CONDUCT OF ANY THIRD PARTY ON THE PLATFORM; OR (V) ANY OTHER MATTER RELATING TO THE PLATFORM. IN NO EVENT WILL FMS TOTAL LIABILITY TO YOU FOR ALL DAMAGES, LOSSES OR CAUSES OF ACTION EXCEED THE AMOUNT YOU HAVE PAID FM IN THE LAST SIX (6) MONTHS, OR, IF GREATER, ONE HUNDRED GBP (£100).

SOME JURISDICTIONS DO NOT ALLOW THE DISCLAIMER OR EXCLUSION OF CERTAIN WARRANTIES OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES. ACCORDINGLY, SOME OF THE ABOVE LIMITATIONS SET FORTH ABOVE MAY NOT APPLY TO YOU OR BE ENFORCEABLE WITH RESPECT TO YOU. IF YOU ARE DISSATISFIED WITH ANY PORTION OF THE PLATFORM OR WITH THESE TERMS OF PLATFORM, YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE USE OF THE PLATFORM.

Your Termination Rights

You agree that FM, in its sole discretion, may suspend or terminate your account (or any part thereof) or use of the Platform and remove and discard any content within the Platform, for any reason, including, without limitation, for lack of use or if FM believes that you have violated or acted inconsistently with the letter or spirit of these Terms of Service. Any suspected fraudulent, abusive or illegal activity that may be grounds for termination of your use of Platform, may be referred to appropriate law enforcement authorities. FM may also in its sole discretion and at any time discontinue providing the Platform, or any part thereof, with or without notice. You agree that any termination of your access to the Platform under any provision of this Terms of Service may be effected without prior notice, and acknowledge and agree that FM may immediately deactivate or delete your account and all related information and files in your account and/or bar any further access to such files or the Platform. Further, you agree that FM will not be liable to you or any third party for any termination of your access to the Platform.

You will not receive any refunds if you cancel your account, or otherwise terminate these Terms.

We do not get involved with User disputes.

You agree that you are solely responsible for your interactions with any other Users in connection with the Platform and FM will have no liability or responsibility with respect thereto.  FM reserves the right, but has no obligation, to become involved in any way with disputes between you and any other user of the Platform.

General Legal Terms

These Terms of Service constitute the entire agreement between you and FM and govern your use of the Platform, superseding any prior agreements between you and FM with respect to the Platform. You also may be subject to additional terms and conditions that may apply when you use affiliate or third party services, third party content or third party software. These Terms of Service will be governed by the laws of the England and Wales (UK Law) without regard to its conflict of law provisions. With respect to any disputes or claims not subject to arbitration, as set forth above, you and FM agree to submit to the personal and exclusive jurisdiction of the court system in England & Wales. The failure of FM to exercise or enforce any right or provision of these Terms of Service will not constitute a waiver of such right or provision. If any provision of these Terms of Service is found by a court of competent jurisdiction to be invalid, the parties nevertheless agree that the court should endeavour to give effect to the partiesintentions as reflected in the provision, and the other provisions of these Terms of Service remain in full force and effect. You agree that regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to use of the Platform or these Terms of Service must be filed within one (1) year after such claim or cause of action arose or be forever barred. A printed version of this agreement and of any notice given in electronic form will be admissible in judicial or administrative proceedings based upon or relating to this agreement to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form. You may not assign this Terms of Service without the prior written consent of FM, but FM may assign or transfer this Terms of Service, in whole or in part, without restriction. The section titles in these Terms of Service are for convenience only and have no legal or contractual effect. Notices to you may be made via either email or regular mail. The Platform may also provide notices to you of changes to these Terms of Service or other matters by displaying notices or links to notices generally on the Platform.

Your Privacy 

At FM, we respect the privacy of our users. For details please see our Privacy Policy.  By using the Platform, you consent to our collection and use of personal data as outlined therein.

Arbitration Agreement

Agreement to Arbitrate This Dispute Resolution by Binding Arbitration section is referred to in this Terms of Service as the Arbitration Agreement.”  You agree that any and all disputes or claims that have arisen or may arise between you and FM, whether arising out of or relating to this Terms of Service (including any alleged breach thereof), the Platforms, any advertising, any aspect of the relationship or transactions between us, shall be resolved exclusively through final and binding arbitration, rather than a court, in accordance with the terms of this Arbitration Agreement, except that you may assert individual claims in small claims court, if your claims qualify.  Further, this Arbitration Agreement does not preclude you from bringing issues to the attention of federal, state, or local agencies, and such agencies can, if the law allows, seek relief against us on your behalf.  You agree that, by entering into this Terms of Service, you and FM are each waiving the right to a trial by jury or to participate in a class action.  Your rights will be determined by a neutral arbitrator, not a judge or jury.  The relevant UK legislation governs the interpretation and enforcement of this Arbitration Agreement.

Pre-Arbitration Dispute Resolution. FM is always interested in resolving disputes amicably and efficiently, and most customer concerns can be resolved quickly and to the customers satisfaction by emailing customer support at support@Focus.Market.  If FM and you do not resolve the claim within sixty (60) calendar days after the Notice is received, you or FM may commence an arbitration proceeding.  During the arbitration, the amount of any settlement offer made by FM or you shall not be disclosed to the arbitrator until after the arbitrator determines the amount, if any, to which you or FM is entitled.

Arbitration Procedures Arbitration will be conducted by a neutral arbitrator in accordance with the relevant UK rules and procedures, as modified by this Arbitration Agreement.  The arbitrator must also follow the provisions of these Terms of Service as a court would.  All issues are for the arbitrator to decide, including, but not limited to, issues relating to the scope, enforceability, and arbitrability of this Arbitration Agreement.  Although arbitration proceedings are usually simpler and more streamlined than trials and other judicial proceedings, the arbitrator can award the same damages and relief on an individual basis that a court can award to an individual under the Terms of Service and applicable law.  Decisions by the arbitrator are enforceable in court and may be overturned by a court only for very limited reasons.

Confidentiality

All aspects of the arbitration proceeding, and any ruling, decision, or award by the arbitrator, will be strictly confidential for the benefit of all parties.

Severability
If a court or the arbitrator decides that any term or provision of this Arbitration Agreement (other than the subsection (b) titled Prohibition of Class and Representative Actions and Non-Individualized Relief” above) is invalid or unenforceable, the parties agree to replace such term or provision with a term or provision that is valid and enforceable and that comes closest to expressing the intention of the invalid or unenforceable term or provision, and this Arbitration Agreement shall be enforceable as so modified.  If a court or the arbitrator decides that any of the provisions of subsection (b) above titled Prohibition of Class and Representative Actions and Non-Individualized Relief” are invalid or unenforceable, then the entirety of this Arbitration Agreement shall be null and void, unless such provisions are deemed to be invalid or unenforceable solely with respect to claims for public injunctive relief.  The remainder of the Terms of Service will continue to apply.

Severability

If any provision of these Terms is found to be unlawful or unenforceable, then that provision will be deemed severable from these Terms and will not affect the enforceability of any other provisions.

Future Changes to Arbitration Agreement

Notwithstanding any provision in this Terms of Service to the contrary, FM agrees that if it makes any future change to this Arbitration Agreement (other than a change to the Notice Address) while you are a user of the Platforms, you may reject any such change by sending FM written notice within thirty (30) calendar days of the change to the Notice Address provided above.  By rejecting any future change, you are agreeing that you will arbitrate any dispute between us in accordance with the language of this Arbitration Agreement as of the date you first accepted these Terms of Service (or accepted any subsequent changes to these Terms of Service).

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