OurSong Terms of Service
For the purpose of this TOS, "you" refers to you as a user of the Platform and/or the Services, and "affiliate" refers to a company which controls, is controlled by, or is under common control with, OURHAPPY.
1. Basic OurSong Services.
1.1 OurSong is an NFT (as defined in Article 3.2.1) transaction platform. The Services offered for your use on or through the Platform are provided in multiple ways. In order to interact with other users, carry out a transaction, create or sell a design, including but not limited to selling digital graphics, images, audio files or other NFT, you must register for an account (an “OurSong Account”) on the Platform.
1.2 OurSong provides the following Services (which may vary according to different OurSong Account identities):
- Access to NFTs on the Platform;
- Purchase, sale, or publication of NFTs;
- *Provide remixable functionality to NFT ("Remix");
- Interaction with other users who possess the same NFT or Remix; and/or
- Trading NFTs on the Platform; provided you deposit OurSong transaction points known as the “OurSong Dollars” (“OSD”) on the Platform.
1.3 Eligibility. To be eligible to use the Services, you must have reached the age of majority in your jurisdiction of residence or your parent and/or legal guardian must agree to this Agreement on your behalf and the permission for your access to, and use of, the Services may therefore be required from your parent and/or legal guardian if you are a minor under the applicable laws of your jurisdiction of residence. By signing up for an OurSong Account to use the Services, you hereby represent that the aforesaid consent has been granted (if necessary) and your parent and/or legal guardian and you will be jointly and severally responsible for any of your acts on the Services.
1.4 Prohibited User. Our Services are not offered to everyone. You are prohibited from using the Services if you: (i) appear on the United States Department of the Treasury- Office of Foreign Assets Control (“OFAC”) Specially Designated Nationals List, United States Commerce Department’s Denied Persons, or other similar lists; (ii) are a national, resident or agent of Cuba, Iran, North Korea, Sudan, Syria or any other country, territory or other jurisdiction that is embargoed by Canada or the United States or listed in the Sanctioned Country List by the European Union, United Nations, UK Her Majesty’s Treasury, Canada or OFAC; (iii) are under the age of majority in your country or state of residence and the permission from your parent and/or legal guardian for your access to, and use of, the Services is not provided; (iv) have been subject to an OurSong Account termination for cause; (v) are not an individual natural person, unless you pass additional Know-Your-Customer (“KYC”) requirements as indicated by OurSong; or (vi) do not comply with any other KYC information requests reasonably required by us or our affiliates or for any other reason fail to meet any requirements for provision of Services imposed by our AML policy located here. If you are an entity and not an individual person, please contact email@example.com.
You are prohibited from accessing or using the Services in, from or through a location where your use of the Services would violate any applicable law. You represent and warrant that you are not a citizen or resident of any such jurisdiction, nor will you use the Services while located in any such jurisdiction.
2. Creating an OurSong Account.
2.1 Register for an OurSong Account. In order to use any of the features of the Services you will need to register for an OurSong Account on the Platform. Depending on certain Services to be provided, your information, including your name and other personal information to verify your identity (collectively, the “KYC Information”), may be required to complete the registration process. While adding features to the OurSong Account or at our discretion, you must, when and as requested, supply us with additional KYC Information. Failure to provide such information in a timely fashion may result in the suspension of your ability to use the Services until you provide such information or the closure of your OurSong Account. You represent that all KYC Information provided is true and accurate. If at any time any KYC Information which you have provided to us, or which has been provided to us on your behalf, changes or becomes inaccurate in any way, you have the affirmative duty to provide immediate notice to us at firstname.lastname@example.org. We may terminate or suspend your OurSong Account and performance under this Agreement immediately on determining that any KYC Information is false, inaccurate, misleading, or out of date. We may also, in our sole discretion, refuse to open an OurSong Account for you, or limit the number and identity of OurSong Accounts that you may hold.
2.2 Please Note: Different account identities may have different rights and responsibilities under this Agreement. Please read this Agreement carefully. If you change your account identity, please refamiliarize yourself with the terms of the Agreement.
2.3 The Services OurSong provides may depend on whether you have registered for an OurSong Account and, if so, the account identity you hold.
- 2.3.1 Non-registered user. You can access the Platform. In order to use other features of the Services (such as purchasing NFTs and interacting with other users), you will need to register for an account.
- 2.3.2 Registered Account. You may register for different account identities based on your desired use of the Services:
A user who acquires an NFT or Free Pass (as defined in Article 3.4.1) on the Platform is referred to as “Collector.” Collectors may interact with other users who hold the same NFT or Free Pass. Collectors may purchase NFTs by/with the methods/currencies that OurSong accepts (specified on https://oursong.zendesk.com/hc/en-us/sections/360003716911) at the price set by a Creator (as defined hereinbelow) in OSD, acquire Free Passes from Creators or acquire NFTs or Free Passes through events.
Please note that the price, number and conditions of each different NFT are decided by the Creator of such NFT, and therefore, some Creators may issue a greater number of NFTs than other Creators. You agree that it is your responsibility to independently ascertain the value of your NFTs, without relying on the Services. You agree that you shall not make any claim against OurSong that alleges, in whole or in part, that any NFT has anything more than nominal value.
A user who issues NFTs on the Platform is referred to as “Creator.” Creators can create NFTs by contributing songs, lyrics, images or other materials (collectively, “Creator Contributions”).
2.4 Creator Personal Information. Each Creator is required to provide accurate information necessary to complete a profile associated with an OurSong Account. This information may include your name, address and other contact information, website URL, taxpayer or other government ID, corporate documents, and other KYC Information OurSong may request.
2.5 Licensing Agreement. By providing any Creator Contributions on the Platform, you shall be solely responsible for any content so provided and the consequences of submitting and publishing such Creator Contributions on the Platform. For the avoidance of doubt, you retain all of your ownership rights (including but not limited to the copyright) in the Creator Contributions. However, by submitting Creator Contributions, you hereby grant OURHAPPY a worldwide, non-exclusive, royalty-free, sublicensable and transferable license to use, reproduce, distribute, prepare derivative works of, display, and publicly perform such Creator Contributions necessary for OURHAPPY to (i) store and exhibit your Creator Contributions on the Platform or through the Services, (ii) sell your Creator Contributions on your behalf and oversee any transactions you have authorized, and (iii) promote and redistribute part or all of the Services in which your Creator Contributions (and derivative works thereof) are incorporated in any manner, through any medium whether now known or later devised. You also hereby grant each user of the Services, including those who only have a limited right to access, a non-exclusive license to access your Creator Contributions on the Platform and to use, reproduce, distribute, display and perform such Creator Contributions as permitted through the functionality of the Services and under this Agreement. The agreement with respect to licenses granted by you set forth above (the “Licensing Agreement”) will be terminated within a commercially reasonable period of time after you remove or delete your Creator Contributions from the Platform.
You acknowledge and agree that OurSong can initiate wire payouts to you when your Creator Contributions are sold on the Platform based on your Licensing Agreement with OURHAPPY.
You acknowledge and agree that OURHAPPY can retain, but not use, display, distribute or perform copies of your User Contributions (as defined in Article 5.1.1) that have been removed or deleted. The above licenses granted by you in user comments or direct messages you submit are perpetual and irrevocable.
You represent and warrant that you own or control all rights in and to Creator Contributions. You further represent and warrant that you have the rights to grant the licenses granted above to us and our affiliates and service providers, and each of their and our respective licensees, successors, and assigns.
You understand and acknowledge that you are responsible for any Creator Contribution you submit or contribute, and you (but not OurSong) take full responsibility for the content including its legality, reliability, accuracy, and appropriateness.
You acknowledge and agree that all Creator Contributions must follow the content standards listed below.
2.6 Content Standards. We respect the creative process and artistic freedom; however, there are some limitations. Creator Contributions must in their entirety comply with all applicable local, state, national, and international laws and regulations. In addition to the foregoing, the Creator Contributions should not include any content involving: violation of laws or legal rights of others (including the rights of publicity and privacy); sexually explicit or pornographic material; infringement of any trademark, copyright, or other intellectual property; or promotion of racism or abuse of any person or group. OurSong reserves the right to decline or delete the Creator Contributions which we deem, in our sole discretion, to violate this Agreement.
2.7 Management of Personal Information / OurSong Account. You can request to delete your personal information and/or OurSong Account. However, once the personal information is deleted, you will no longer be able to use OurSong Services; meanwhile, if you asked to delete your OurSong Account, you will no longer be able to use OurSong service with the same account. To make a deletion request, please contact us through email@example.com. We are entitled to refuse your request to delete or modify your Personal Information if such request may be harmful to the material national interests, result in impediment to the execution of statutory duties by government agencies, or cause any prejudice to the material interests of the collecting agency or third party.
3. NFT, Club, Free Pass, Ourcoin, OSD, OSD Wallet, and Remix.
3.1 OurSong uses blockchain technology to record information such as transactions and ownership of NFT. OurSong does not own or control the underlying protocols which govern the operation of the blockchain transactions. The underlying protocols are open, and anyone can use, copy, modify, and distribute them. By using the Platform, you acknowledge and agree that: (i) OurSong is not responsible for operation of the underlying protocols; (ii) OurSong does not guarantee their functionality, security, or availability; (iii) without prior notice or consent from you, OurSong may impose, in its sole discretion, user, geographic, quantum, velocity, fiat currency, OSD, NFT and other limits on transactions in order to protect you, other users, OurSong and its suppliers from legal, fraud, security or other risks; and (iv) OurSong is not able to reverse any transaction, and OurSong bears no responsibility or liability for transactions initiated by you that contain incorrect, erroneous or improperly formatted information.
- 3.2.1 An “NFT” is a new form of interactive digital collectible offered on the Platform for your personal use only.
- 3.2.2 Purchase NFTs. In the case of compensated transactions, NFTs can only be purchased/transferred in OSD. You can only obtain certain rights to an NFT through the use of smart contracts on blockchain through the Services. Please note that the price of an NFT is decided by the Creator who issues the NFT (such as the user who sells an NFT for the first time) or by the Collector on the Platform. A Creator who issues an NFT may, from time to time, and at his/her/its sole discretion, provide opportunities for users to acquire the NFT free of charge, at reduced rates, or as bonus content. For the avoidance of doubt, no NFT may be redeemed for legal currency. When you purchase an NFT, you will receive, subject to this Agreement, a limited, personal, non-exclusive, transferable license to access and use the NFT, or use it to enter a specific Club (as defined in Article 3.3.1) through the Services. For more information about NFTs, including the latest features and the holder’s rights, please visit https://oursong.zendesk.com/hc/en-us/sections/360003716911.
- 3.2.3 Unless otherwise provided by applicable law, you cannot withdraw a purchase or request a refund/replacement because we begin performing our Services immediately upon your purchase.
- 3.2.4 Prior to issuance of any NFT, the Creator may adjust the number of NFTs to be sold and/or retained, the date of issue and the sale price at any time. Once an NFT is issued, the Creator cannot adjust the number, price or any other related content of the NFT.
- 3.2.5 An NFT can be used as a Free Pass to access a specific Club and to upload any content, including but not limited to articles, images and other materials in such Club.
- 3.2.6 Trade with other users. The Services allow users to trade NFTs with other users. You acknowledge and understand that your decision to enter into any trade for an NFT is at your sole discretion and your own risk. We do not screen trading partners and make no guarantee that a trade will be satisfactory or that trades will be a fair exchange of value between the parties to that trade. In addition, we reserve the right to determine in our sole discretion, with or without notice, what NFTs may be traded and when they may be traded between and among users. Non-tradable items cannot be traded under any circumstances.
- 3.2.7 You can only trade NFTs with OSD and no other currencies, goods or services outside the Services, or in any manner that guarantees to provide some products or services outside the Services under any circumstances. Any attempt to trade outside the Services, to trade a prohibited item, or to make an offer to trade items where the trade is contingent upon an event in violation of this Agreement may result in suspension or termination of your OurSong Account.
- 3.2.8 If your transaction record is missing (such as losing an NFT) by reason of an act or omission imputed to OURHAPPY, we will make commercially reasonable efforts to restore the transaction record after we verify to our reasonable satisfaction that you in fact do have full right and title to the NFT in question.
- 3.2.9 Auction. You can make a willingness-to-pay (bid) for an specific NFT and bid against other buyers through the Platform. The Platform will withhold the payment in your wallet and pay the seller once a seller accepts your bid. You can withdraw or modify your bid before any seller accepts it. For more details about the NFT auction, please visit https://oursong.zendesk.com/hc/en-us/articles/360059336992.
- 3.2.10 Profit-Sharing Ratio. With respect to any trade of an NFT on the Platform, we will charge the seller and buyer a handling fee based on the sale price and distribute a portion of the sale price to the NFT Creator (i.e., the user who sells an NFT for the first time). For more details about the handling fees and Creator profit-sharing ratio, please visit https://oursong.zendesk.com/hc/en-us/articles/360059893951.
- 3.2.11 You have the exclusive responsibility to ensure that your transactions are carried out: (i) in compliance with OurSong’s requirements set out herein and in the OurSong Account; (ii) in compliance with the Licensing Agreement and any other similar arrangements; (iii) using addresses and information that are true, correct, and free of error; and (iv) in compliance with the User OSD Wallet Agreement (as defined in Article 3.6), and any other similar agreements.
- 3.2.12 If OURHAPPY believes in our sole discretion, or has reasonable grounds to suspect, that an NFT in your OurSong Account was, in any prior transaction, purchased with a stolen payment card, obtained by fraudulent means or otherwise obtained in violation of this Agreement, you grant OurSong the right and hereby expressly instruct OurSong to transfer all NFTs in question from your OurSong Account to the user that was previously in rightful possession thereof, even if you who loses possession of the NFT were a good faith holder in due course of the NFT and even if the NFT is no longer in your OurSong Account. If OurSong receives notice or allegation that any NFTs held in your OurSong Account are stolen or not lawfully yours to possess, OurSong may, but has no obligation to, place an administrative hold of undetermined length on those NFTs or the whole of your OurSong Account, or your OSD Wallet (as defined in Article 3.6). Such hold may include but may not be limited to a suspension of access to the Services. OurSong shall not be liable for any losses incurred by you, or any diminished value in such NFTs, that occur in the course of an administrative hold, suspension or termination of access to any portion of or all of the Services in a property dispute. OurSong retains the right to report illegal or suspicious activity to the appropriate authority(ies).
- 3.2.13 You represent that you are using NFTs primarily as objects of entertainment and not for investment or speculative purposes. You acknowledge that an NFT has no inherent value nor does OurSong or any third party promise that an NFT has or will ever have any specific value. You further acknowledge that transactions in respect of NFTs can take time to be confirmed and may, in some cases, not be completed. If you attempt to send or receive NFTs that are not supported by the Services, the NFTs may be lost entirely and may not be recoverable. In no event will OurSong be liable to you or to any third party for any loss, damage or claim resulting from any of the foregoing.
- 3.2.14 OurSong does not process refunds, returns or chargebacks for you; nor is OurSong liable to you for any refunds, returns, chargebacks or other commercial elements of your transactions with other users or third parties, regardless of whether they arise from transactions in your OurSong Account. You have exclusive control and hold exclusive responsibility for your OurSong Account and the transactions conducted therein or elsewhere.
- 3.3.1 A “Club” is an online VIP group to which Collectors and the users who hold NFTs or Free Passes have access. A Club may contain various types of content. Collectors can start conversations and connect with other Collectors in the Club. When you sell, give away or withdraw an NFT, your right to access the corresponding Club will be terminated.
- 3.3.2 Once access to a Club is granted, you may view the content in the Club and NFT from the user who issued the NFT or Free Pass. However, this license does not include the right to make or share copies of the content. Except for reviewing the content, you have no property interest, right or title in or to any content appearing or originating from the Club, and such content may not be transferred or resold in any manner not explicitly permitted by the user who issued the NFT. Any violation of the terms stated in this paragraph will result in the termination of your license to review the content provided by the user who issued the NFT and the right to access the Club, at our sole discretion.
- 3.3.3 Club Rules of Use. To use any service of a Club, please read carefully and comply with the rules below (the “Club Rules of Use”). In any of the following conditions, we will send you a suspension/termination notice and suspend /terminate your right to use the Club:
- breaching any provision of this Agreement;
- carrying out any unlawful transaction or unlawful conduct in a Club;
- falsely representing yourself as anyone’s personnel to deceive other users or jeopardize their interests;
- disseminating rumors which adversely affect other users’ interests;
- using your OurSong Account for any activities described above; or
- other acts that we consider seriously detrimental to the interests of other users and OURHAPPY.
In the event that you believe your OurSong Account is wrongly suspended, you may, within seven (7) days upon being suspended, raise an objection with us through our customer service.
- 3.3.4 We will revise the Club Rules of Use from time to time. We will notify you if you are found in breach of any newly revised provision, and you should remedy such breach within the period provided in such notification. Any unremedied breach will be recorded or cause your right to access a Club or use any Services related thereto being suspended. For more information about Clubs, including the authorizations to access different Clubs, please visit https://oursong.zendesk.com/hc/.
3.4 Free Pass.
- 3.4.1 A “Free Pass” is a pass to access a specific Club. The record of ownership is recorded in the OurSong database. When you acquire a specific Free Pass from the Platform, you can upload any content including but not limited to articles, images or other materials in the specific Club, and browse the content that only the users who hold the required Free Pass have access to.
- 3.4.2 Acquire a Free Pass. You can acquire a Free Pass from a Creator of Free Pass or acquire one that is given away by other users. Usually, Free Passes are acquired for free. For the avoidance of doubt, no Free Pass may be redeemed for legal currency. The issue number of Free Pass is decided by the Creator and can be limited, and the Creator can adjust the number and the date of issue.
- 3.5.1 OSD is a transaction point used on the Platform, and the purchase price of NFTs will be set only in OSD.
- 3.5.2 Deposit OSD. You can purchase/transfer NFTs in OSD. You can deposit OSD in OurSong by purchasing it with credit card, debit card, wire payment, or USD Coin deposited in your wallet on Circle’s blockchain, provided that if the total value deposited in your OurSong Account, including via NFT sales and other currency deposits, exceeds US$2,000 at any point during the lifetime of the OurSong Account, you are subject to, and hereby consent to, further KYC procedures as required by us or Circle.
- 3.5.3 Balance Preview. You may check the balance of your OSD through the Platform.
3.6 OSD Wallet.
“OSD Wallet” means the OurSong-hosted custodial service which allows users to deposit, store, transfer or withdraw NFTs through an OurSong Account.
“User OSD Wallet Agreement” means the agreement between us and Circle Internet Financial, Inc. (“Circle”), a payments and OSD Wallet provider, that governs each user’s OSD Wallet.
You hereby understand, acknowledge and agree that: (i) OurSong has entered into a User OSD Wallet Agreement (https://support.usdc.circle.com/hc/en-us/articles/360001233386) with Circle pursuant to which you shall becoming the beneficial owner of an OSD Wallet; (ii) such OSD Wallet is not provided by OurSong; and (iii) OurSong does not take possession of any fiat currency or OSD deposited therein and has no liability for any fiat currency or OSD transactions conducted therein, all of such liability being borne exclusively by Circle. We make no representations as to Circle’s ability to store value or fulfill transactions. All rights and privileges with respect to the OSD Wallet are set out in the User OSD Wallet Agreement.
You hereby appoint OurSong as your agent to send and receive any user information, including any KYC Information upon request, to and from Circle, including but not limited to instructions to initiate fiat currency or OSD transactions using your OSD Wallet.
- 3.6.1 Loading your OSD Wallet.
If you wish to add fiat currency or OSD to your OSD Wallet, you can do so by sending instructions through the OurSong Account to Circle. You can also add fiat currency or OSD to your OSD Wallet from an external wallet, provided that such external wallet is owned and controlled exclusively by you and otherwise acceptable to OurSong. You may be required to verify your control and/or ownership of the external wallet prior to OurSong’s acceptance or permission for you to transact in NFTs from the external wallet. Deposits to your OSD Wallet may not be immediately available for use in the Services, as they may be subject to network processing delays, holds imposed to reduce fraud or other risks, or other limitations related to ensuring compliance with applicable AML procedures required by us or Circle.
- 3.6.2 Withdrawal from your OSD Wallet.
If you wish to withdraw funds from your OSD Wallet, you can do so via instructions sent through the OurSong Account to Circle. You acknowledge that such transactions are subject to terms with Circle and are, therefore, subject to limitations, hold periods and other controls.
You understand and agree that fees may apply to deposits or withdrawals of NFTs and as otherwise set forth in this TOS or in the Agreement. If you fail to adhere to the foregoing rules or any of the terms in this Agreement: (i) such failure may result in the permanent loss of your NFTs or fiat currency (for which OurSong shall have no liability); and (ii) OurSong may confiscate any NFT or fiat currency purchased or acquired in a manner not expressly permitted by this Agreement, without notice or liability to you.
- 3.7.1 A Remix on OurSong is a derivative work based on creative assets provided in a Remixable NFT, released on OurSong as a NFT. All NFTs have the option to turn itself into a Remixable NFT, opening up a fixed set of creative assets for other users to creative derivative work and build upon. Once its NFT has been turned into a Remixable NFT, it can't be turned back.
- 3.7.2 The Creator of the Remixable NFT grants owners of Remixable NFT the right to create and monetize derivative work on OurSong based on assets and rights provided by the Remixable NFT, as long as owners of the Remixable NFT follow the scope and rules set by the Creator of the Remixable NFT. The Creator of the Remixable NFT may provide additional licensing terms in the description of the Remixable NFT.
- 3.7.3 When the derivative work (Remix) is issued, a fixed revenue share on all sales of the Remix NFT created by owners of the remixable NFT will go back to the Creator of the Remixable NFT.
- 3.7.4 Each Remix NFT can only choose a single Remixable NFT in your collection as the "source" of your Remix NFT, even if you may be using content from multiple Remixable NFTs in your Remix NFT.
- 3.7.5 The owner, Creator of the Remixable NFT, can provide creative assets or links to download the creative assets along with the Remixable NFT.
3.8 Risk Disclosure Statement.
There are risks in every digital cryptocurrency. The price of cryptocurrencies may fluctuate at any time. Due to price fluctuations, the value of your digital cryptocurrency may increase or decrease, and it might be valueless due to price volatility. Therefore, there will be devaluation risks when you purchase, sell or trade any items in the cryptocurrency market.
You should evaluate your financial condition and tolerable risk of price fluctuations of digital cryptocurrencies carefully. As for whether you are suitable to purchase, sell or trade cryptocurrencies depends on your financial condition and risk tolerance. By registering and using your OurSong Account, you agree and acknowledge that you fully understand the risks and potential consequences related to transactions in digital cryptocurrencies, and that you waive any and all rights to claim for any losses or damages arising out of any transactions involving digital cryptocurrencies.
4. Personal Information Collection and Verification Procedures.
4.1 Personal Information Collection.
- 4.1.1 By registering and using your OurSong Account, you agree to provide KYC Information to OurSong for purposes of verifying your identity and monitoring the OurSong Account and transactions for any suspicious activity. You acknowledge that these identity verifications and screening procedures may include, but are not limited to, detection of money laundering, terrorist financing, fraud, or any other financial crime, checking the information you provide against the anti-terrorism financing list or any other similar list issued by any governmental authority prohibiting or limiting business activities with any person.
You authorize OurSong to, directly or through third parties, make inquiries and take any other actions OurSong deems reasonably necessary to verify your identity, and the information you have provided. You acknowledge and agree that such inquiries will result in KYC Information being disclosed to credit reference and fraud prevention or financial crime agencies and services. Where OurSong is not entirely satisfied that the information has verified your identity, OurSong reserves the right to limit your access to some or all Services. The KYC Information we request may include but not be limited to your name, address, phone number, email address, date of birth, taxpayer or government ID, IP address, a photo or video of you, MAC address of your device, payment account (e.g., credit card), your external wallet information and the information involving your bank account such as bank name, type of account, transfer code and account number. You must ensure the above and any other required information you provided are true and accurate. You agree to update the latest information if the information you provided has any changes. If you do not agree to provide the information we request, you may not be able to use the Services.
4.2 Personal Information Verification Procedures.
- 4.2.1 We will perform KYC procedures and conduct identity authentication by requesting further personal information in order to comply with market order related laws. OurSong will collect and verify information from and about you in order to: (a) protect OurSong and other users from fraudulent users, and (b) keep appropriate records of OurSong's customers.
4.3 We will carry out your OSD and NFT transactions through a payment link and provide balance preview according to the identification information and/or identity documents you provided to OurSong.
4.4 Every person that is intent to use the Services must provide the following basic information for registration:
- A valid email address and a self-created password;
- Proving that you have reached the age of majority in your country or area of residence. If you are a minor under applicable law, you must have your parent or guardian's permission;
- Agreeing to this Agreement; and
- The following information:
- Date of birth,
- Current place of residence, and
- National Identification Number.
4.5 Notwithstanding these minimum verification procedures for the Services, OurSong may require you to provide or verify additional information, or to wait some amount of time after completion of a transaction, before permitting you to use any Services.
5. User Contributions and Content Standards.
5.1 User Contributions.
- 5.1.1 The Platform provides features for users to upload Content and interact with other users on/through NFT and Club including message boards, chat rooms, personal web pages or profiles, forums, bulletin boards, and other interactive features (collectively, "Interactive Services") that allow users to post, submit, publish, display, or transmit to other users or other persons (collectively hereinafter, "Post") and content or materials on or through the Services (collectively, "User Contributions") .
- 5.1.2 By providing any User Contributions on the Platform, you shall be solely responsible for any material so provided and the consequences of submitting and publishing such User Contributions on the Platform. For clarity, you retain all of your ownership rights (including but not limited to the copyright) in the User Contributions. However, by submitting the User Contributions, you hereby grant OURHAPPY a worldwide, non-exclusive, royalty-free, sublicensable and transferable license to use, reproduce, distribute, prepare derivative works of, display, and perform such User Contributions for the only purpose necessary for OURHAPPY to (i) exhibit your User Contributions on the Platform or through the Service, (ii) proceed any transactions you have authorized and (iii) promote and redistribute part or all of the Services (and derivative works thereof) in any media formats and through any media channels. You also hereby grant each user of the Services a non-exclusive license to access your User Contributions on the Platform, including to use, reproduce, distribute, display and perform such User Contributions as permitted through the functionality of the Service and under this Agreement.
- 5.1.3 You understand and agree that OURHAPPY may retain, but not use, display, distribute, perform or server copies of your User Contributions that have been removed or deleted. The above licenses granted by you in user comments or direct messages you submit are perpetual and irrevocable. The above licenses granted by you will be terminated within a commercially reasonable period of time after you remove or delete your User Contributions from the Platform.
- 5.1.4 You represent and warrant that you own or control all rights in and to User Contributions. You further represent and warrant that you have the right to grant the license granted above to us and our affiliates and service providers, and each of their and our respective licensees, successors, and assigns.
- 5.1.5 You understand and acknowledge that you are fully responsible for any User Contribution you submit or contribute, including its legality, reliability, accuracy, and appropriateness. We are not responsible or liable to any third party for any User Contribution posted by you or any other user of the Services, including its legality, reliability, accuracy, and appropriateness.
- 5.1.6 Any User Contribution you post to the Platform will be considered non-confidential and non-proprietary. By providing any User Contribution on the Platform, you grant us, our affiliates and service providers, and the contributors about which your User Contributions relates, and each of their and our respective licensees, successors, and assigns the right to use, reproduce, modify, perform, display, distribute, and otherwise disclose to third parties any such material for any purpose according to your settings on the Service and the Platform.
- 5.1.7 You represent and warrant that: All of your User Contributions do and will comply with this Agreement.
5.2 Content Standards.
- 5.2.1These content standards apply to any and all User Contributions and use of Interactive Services. User Contributions must in their entirety comply with all applicable local, state, national, and international laws and regulations. Without limiting the foregoing, User Contributions must not:
- Contain any material that is defamatory, obscene, indecent, abusive, offensive, harassing, violent, hateful, inflammatory, or otherwise objectionable.
- Promote sexually explicit or pornographic material, violence, or discrimination based on race, sex, religion, nationality, disability, sexual orientation, or age.
- Infringe any patent, trademark, trade secret, copyright, or other intellectual property or other rights of any third party.
- Be likely to deceive any person.
- Promote any illegal activity, or advocate, promote, or assist any unlawful act.
- Impersonate any person or misrepresent your identity or affiliation with any person or organization.
- Give the impression that they emanate from or are endorsed by us or any other person or entity, if this is not the case.
- 5.2.2 OURHAPPY reserves the right to reject or remove User Contributions that we deem, in our sole discretion, to violate this Agreement.
6. General Use, Prohibited Use, and Termination.
6.1 General Use.
- 6.1.1 Limited License. We grant you a limited, non-exclusive, non-transferable license, subject to this Agreement, to access and use the Platform, and related content, materials, information (collectively, the "Content") solely for those purposes permitted by OURHAPPY from time to time. Any other use of the Platform or Content is expressly prohibited and all other rights, title, and interest in the Platform or Content is exclusively the property of OURHAPPY and its licensors. You agree you will not, except as otherwise permitted by this Agreement, copy, transmit, distribute, sell, license, reverse engineer, modify, publish, or participate in the transfer or sale of, create derivative works from, or in any other way exploit any of the Content, in whole or in part.
If you have a non-Creator account, OURHAPPY hereby grants you a limited, non-exclusive, revocable, non-transferable license to access the Content. The Platform may only be used, subject to this Agreement, for your personal, non-commercial purposes and on the devices that you process and have control over, and cannot be used for any business or economic interests, or for the use of any third party or entity.
- 6.1.2 You acknowledge that the Services are licensed, not sold, to you. You do not own the Services in any form, and OURHAPPY retains ownership of the Platform even after installation on your devices. The rights that are licensed to you under this Agreement are limited to those expressly granted, and OURHAPPY reserves all other rights.
- 6.1.3 "OurSong.com", "OurSong", “OSD” and all logos related to the Services or displayed on the Platform are either proprietary, trademarks or registered marks of OURHAPPY or its licensors. You may not copy, imitate or use them without OURHAPPY's prior written consent. The same applies to the transaction records of NFT in the blockchain.
- 6.1.4 Third-Party Applications. If, to the extent permitted by OURHAPPY from time to time, you grant express permission to a third party to access or connect to your OurSong Account, either through the third party's product or service or through the Platform, you acknowledge that granting permission to a third party to take specific actions on your behalf does not relieve you of any of your responsibilities under this Agreement. You are fully responsible for all acts or omissions of any third party with access to your OurSong Account. Further, you acknowledge and agree that you will not hold OURHAPPY responsible for, and will indemnify OURHAPPY from, any liability arising out of or related to any act or omission of any third party with access to your OurSong Account. You may change or remove permissions granted by you to third parties with respect to your OurSong Account at any time through the settings page on the Platform.
6.2 Prohibited Use.
- 6.2.1 You may not use your OurSong Account to engage in the following categories of activity (collectively, the "Prohibited Uses"). The specific types of use listed below are representative, but not exhaustive. If you are uncertain as to whether or not your use of the Services involves a Prohibited Use, or have questions about how these requirements apply to you, please contact us through https://OurSong.zendesk.com/. By registering for an OurSong Account, you confirm that you will not use it to do any of the following:
- Unlawful Activity. Activity which would violate, or assist in violation of, any law, statute, ordinance, or regulation, or which would involve proceeds of any unlawful activity; publish, distribute or disseminate any unlawful material or information.
- Abusive Activity. Actions which impose an unreasonable or disproportionately large load on our infrastructure, or detrimentally interfere with, intercept, or expropriate any system, data, or information; transmit or upload any material to the Platform that contains viruses, trojan horses, worms, or any other harmful or deleterious programs; attempt to gain unauthorized access to the Platform, other OurSong Accounts, computer systems or networks connected to the Platform, through password mining or any other means; use OurSong Account information of another party to access to the Platform or use the Services, except in the case of applications which are specifically authorized by a user to access such user's OurSong Account and information; or transfer your OurSong Account access or rights to your OurSong Account to a third party, unless by operation of law or with the express permission of OURHAPPY.
- Abuse of Other Users. Interfere with another individual's or entity's access to the Platform or use of any Services; defame, abuse, extort, harass, stalk, threaten or otherwise violate or infringe the legal rights (such as, but not limited to, rights of privacy, publicity and intellectual property) of others; incite, threaten, facilitate, promote, or encourage hate, racial intolerance, or violent acts against others; harvest or otherwise collect information from the Platform about others, including without limitation email addresses, without proper consent.
- Activity which operates to defraud OURHAPPY, OurSong users, or any other person; provide any false, inaccurate, or misleading information to OURHAPPY.
- Intellectual Property Infringement. Engage in transactions involving items that infringe or violate any copyright, trademark, right of publicity or privacy or any other proprietary right under the law, including but not limited to sales, distribution, or access to counterfeit music, movies, software, or other licensed materials without the appropriate authorization from the rights holder; use of OURHAPPY intellectual property, name, or logo, including use of OURHAPPY trade or service marks, without express consent from OURHAPPY or in a manner that otherwise harms OURHAPPY or the OURHAPPY brand; any action that implies an untrue endorsement by or affiliation with OURHAPPY.
6.3 Suspension, Termination, and Cancellation.
- 6.3.1 OURHAPPY may: (a) suspend, restrict, or terminate your access to the Platform or use of any or all of the Services, and/or (b) deactivate or cancel any of your OurSong Account if:
- We are required to do so by a court order or binding order of a government authority; or
- We reasonably suspect you of using your OurSong Account in connection with a Prohibited Use as defined in Article 6.2.1; or
- Use of your OurSong Account is subject to any pending litigation, investigation, or government proceeding, and/or we perceive a heightened risk of legal or regulatory non-compliance associated with your OurSong Account activity; or
- You take any action that we deem to be in circumvention of OURHAPPY's controls, including but not limited to registering for multiple OurSong Accounts or abusing promotions which OurSong may offer from time to time.
- 6.3.2 If OURHAPPY suspends or closes any of your OurSong Accounts or terminates your use of the Services for any reason, we will provide you with notice of OURHAPPY’s actions unless a court order or other legal process prohibits OURHAPPY from providing you with such notice.
- 6.3.3 You acknowledge that OURHAPPY's decision to take certain actions, including limiting access to, suspending, or closing any of your OurSong Accounts, may be based on confidential criteria that are essential to OURHAPPY's risk management and security protocols. You agree that OURHAPPY is under no obligation to disclose details of its risk management and security procedures to you.
- 6.3.4 Unless otherwise provided by applicable law, OurSong will not accept any request for refunds or returns in the event of closure of your OurSong Account, regardless of whether such closure was voluntary or involuntary. OurSong will not reclaim your NFT as interactive digital collectibles. However, OurSong will reclaim the Free Passes in your OurSong Account. Some jurisdictions may provide other legal rights, including a cooling-off period during which you may withdraw purchases. Nothing in this Agreement shall be deemed to restrict your rights to withdraw or cancel purchases.
7. General Provisions.
7.1 Privacy of Others. If you receive information about another user through the Services, you must keep the information confidential and only use it in connection with the Services. You may not disclose or distribute a user's information to a third party or use the information except as reasonably necessary to effectuate a transaction and other functions reasonably incidental thereto such as support, reconciliation and accounting unless you receive the user's express consent to do so. You may not send unsolicited email to a user via the Platform or through the Services.
7.2 Password Security. You are responsible for maintaining adequate security and control of any and all IDs, passwords, hints, personal identification numbers (PINs), API keys or any other codes that you use to access the Platform and the Services. Any loss or compromise of the foregoing information and/or your personal information may result in unauthorized access to your OurSong Account by third parties and the loss or theft of any NFT or digital assets held in your OurSong Account and any associated accounts.
7.3 Contact Information. You are responsible for keeping your email address and telephone number (if so necessarily required to be provided) up to date in your OurSong Account profile in order to receive any notices or alerts that we may send you. We assume no responsibility for any loss that you may sustain due to compromise of account login credentials due to no fault of OURHAPPY and/or failure to follow or act on any notices or alerts that we may send to you. In the event you believe your OurSong Account information has been compromised, contact OurSong Support immediately at firstname.lastname@example.org.
7.4 Taxes. It is your sole responsibility to determine whether, and to what extent, any taxes apply to any transactions you conduct through the Services, and to withhold, collect, report and remit the correct amount of taxes to the appropriate tax authorities. You can check your transaction records through your OurSong Account.
7.5 Unclaimed Property. If OURHAPPY is holding OSD in your OurSong Account, and OURHAPPY is unable to contact you and has no record of your use of the Services in a while, applicable law may require OURHAPPY to report these funds as unclaimed property to the applicable jurisdiction. If this occurs, OURHAPPY will try to provide your information stored in OURHAPPY records to the competent authority, and we may also be required to deliver any such funds to the applicable state or jurisdiction as unclaimed property. OURHAPPY reserves the right to deduct a dormancy fee or other administrative charges from such unclaimed funds, as permitted by applicable law.
7.6 Computer Viruses. We shall not bear any liability, whatsoever, for any damage or interruptions caused by any computer viruses, spyware, scareware, Trojan horses, worms or other malware that may affect your computer or other equipment, or any phishing, spoofing or other attack. We advise the regular use of a reputable and readily available virus screening and prevention software. You should also be aware that SMS and email services are vulnerable to spoofing and phishing attacks and should use care in reviewing messages purporting to originate from OurSong. Always log into your OurSong Account through the Platform to review any transactions or required actions if you have any uncertainty regarding the authenticity of any communication or notice.
7.7 No Warranty. We do not represent that the Service, the Platform or OurSong Accounts, APIs, and related services, will be available without interruption. Although we will strive to provide you with continuous operations, we do not guarantee continuous access or that there will be no delays, failures, errors, omissions or loss of transmitted information, nor do we guarantee that any order will be executed, accepted, recorded, or remain open.
7.8 Disclaimer and Indemnification of OurSong. If you have a dispute with one or more users of the Services, you release OURHAPPY, its affiliates and service providers, and each of their respective officers, directors, agents, joint venturers, employees and representatives from any and all claims, demands and damages (actual and consequential) of every kind and nature arising out of or in any way connected with such disputes. You agree to indemnify and hold OURHAPPY, its affiliates and service providers, and each of its or their respective officers, directors, agents, joint venturers, employees and representatives, harmless from any claim or demand (including attorneys' fees and any fines, fees or penalties imposed by any regulatory authority) arising out of or related to your use of the Services, breach of this Agreement, or your violation of any law, rule or regulation, or the rights of any third party.
7.9 Limitation of Liability. In no event shall OURHAPPY, its affiliates and service providers, or any of their respective officers, directors, agents, joint venturers, employees or representatives, be liable (a) for any amount greater than the value of the supported digital cryptocurrency on deposit in your OurSong Account or (b) for any lost profits or any special, incidental, indirect, intangible, or consequential damages, whether based in contract, tort, negligence, strict liability, or otherwise, arising out of or in connection with authorized or unauthorized use of the Platform or the Services, or this Agreement, even if an authorized representative of OURHAPPY has been advised of or knew or should have known of the possibility of such damages. This means, by way of example only (and without limiting the scope of the preceding sentence), that if you claim that OURHAPPY failed to process a buy or sell transaction properly, your damages are limited to no more than the value of the supported digital cryptocurrency at issue in the transaction, and that you may not recover for lost profits, lost business opportunities, or other types of special, incidental, indirect, intangible, or consequential damages in excess of the value of the supported digital cryptocurrency at issue in the transaction. Some jurisdictions do not allow the exclusion or limitation of incidental or consequential damages so the above limitation may not apply to you.
7.10 The Services are provided on an "as is" and "as available" basis without any representation or warranty, whether express, implied or statutory. To the maximum extent permitted by applicable law, OURHAPPY specifically disclaims any implied warranties of title, merchantability, fitness for a particular purpose and/or non-infringement. OURHAPPY does not make any representations or warranties that access to the site, any part of the Platform, the Services, or any of the materials contained therein, will be continuous, uninterrupted, timely, or error-free.
7.11 OURHAPPY makes no representations about the accuracy or completeness of historical digital cryptocurrency price data available on the Platform. OURHAPPY will make reasonable efforts to ensure that requests for electronic debits and credits involving bank accounts, credit cards, and check issuances are processed in a timely manner, but OURHAPPY makes no representations or warranties regarding the amount of time needed to complete processing which is dependent upon many factors outside of our control.
7.12 Waiver of Class Action. To the extent permissible by law, all claims must be brought in the parties' individual capacity, and not as a plaintiff or class member in any purported class, collective action, or representative proceeding (collectively “Class Action Waiver”). The arbitrator may not consolidate more than one person's claims or engage in any class arbitration. You agree that, by entering into this Agreement, you and OURHAPPY are each waiving the right to a trial by jury and the right to participate in a class action.
7.13 Relationship of the Parties. OURHAPPY is an independent contractor for all purposes. Nothing in this Agreement shall be deemed or is intended to be deemed, nor shall it cause you and OURHAPPY to be treated as partners, joint ventures, or otherwise as joint associates for profit, or either you or OURHAPPY to be treated as the agent of the other.
7.15 Amendments. We may amend or modify this Agreement by posting on the Platform or emailing to you the revised Agreement or a link to it, and the revised Agreement shall be effective at that time. If you do not agree with any such modification, your sole and exclusive remedy is to terminate your use of the Services and close your OurSong Account. You agree that we shall not be liable to you or any third party for any modification or termination of the Services, or suspension or termination of your access to the Platform, except to the extent otherwise expressly set forth herein. If the revised Agreement includes a material change, we will endeavor to provide you advanced notice via our website and/or email before the material change becomes effective.
7.16 Assignment. Except as permitted under this Agreement, you may not assign any rights and/or licenses granted under this Agreement. We reserve the right to assign our rights without restriction, including without limitation to any OURHAPPY affiliates or subsidiaries, or to any successor in interest of any business associated with the Services. Any attempted transfer or assignment in violation hereof shall be null and void. Subject to the foregoing, this Agreement will bind and inure to the benefit of the parties, their successors and permitted assigns.
7.17 Severability. If any provision of this Agreement shall be determined to be invalid or unenforceable under any rule, law or regulation or any governmental agency, local, state, or federal, such provision will be changed and interpreted to accomplish the objectives of the provision to the greatest extent possible under any applicable law and the validity or enforceability of any other provision of this Agreement shall not be affected.
7.18 Change of Control. In the event that OURHAPPY is acquired by or merged with a third-party entity, we reserve the right, in any of these circumstances, to transfer or assign the information we have collected from you as part of such merger, acquisition, sale, or other change of control.
7.19 Survival. All provisions of this Agreement which by their nature extend beyond the expiration or termination of this Agreement, including, without limitation, sections pertaining to suspension or termination, OurSong Account cancellation, debts owed to OURHAPPY, general use of the Platform, disputes with OURHAPPY, and general provisions, shall survive the termination or expiration of this Agreement.
7.20 Governing Law. You agree that the laws of Singapore, without regard to principles of conflict of laws, will govern this Agreement and any claim or dispute that has arisen or may arise between you and OURHAPPY, except to the extent governed by federal law.
7.21 Force Majeure. We shall not be liable for delays, failure in performance or interruption of service which result directly or indirectly from any cause or condition beyond our reasonable control, including but not limited to, any delay or failure due to any act of God, act of civil or military authorities, act of terrorists, civil disturbance, war, strike or other labor dispute, fire, interruption in telecommunications or Internet services or network provider services, failure of equipment and/or software, widespread illness, other catastrophe or any other occurrence which is beyond our reasonable control and shall not affect the validity and enforceability of any remaining provisions.
7.22 Non-Waiver of Rights. This Agreement shall not be construed to waive rights that cannot be waived under applicable state money transmission laws in the state where you are located.
7.23 Contacting OurSong. If you have any feedback, questions, or complaints, contact us via our Customer Support web page at https://oursong.zendesk.com/ or write to us at OurSong Customer Support, Our Happy Company Pte. Ltd., 80 ROBINSON ROAD, #02-00, SINGAPORE (068898). When you contact us, please provide us with your name, address, and any other information we may need to identify you, your OurSong Account, and the transaction on which you have feedback, questions, or complaints.
7.24 Service Accuracy. Although we intend to provide accurate and timely information on the Platform, any material or information displayed on the Platform (including, without limitation, the Content) and/or the Services may not always be entirely accurate, complete or current and may also include technical inaccuracies or typographical errors. In an effort to continue to provide you with as complete and accurate information as possible, information may be changed or updated from time to time without notice, including without limitation information regarding OURHAPPY policies, products and services. Accordingly, you should verify all information before relying on it, and all decisions based on information contained on the Platform are your sole responsibility and we shall have no liability for such decisions. Links to third-party materials (including, without limitation, the Platform) may be provided as a convenience but are not controlled by us. You acknowledge and agree that we are not responsible for any aspect of the information, content, or services contained in any third-party materials or on any third-party sites accessible or linked to the Platform.
8. OurSong Regulatory Status.
OurSong hosts our service that is integrated with third parties who provide fiat currency and OSD custodial services directly to you, including payments and OSD Wallet services.
OurSong is not registered with the Financial Transactions and Reports Analysis Centre of Canada (FINTRAC) or U.S. Department of the Treasury Financial Crimes Enforcement Network (FinCEN) as a money services business. OurSong is not a bank. There is no FDIC insurance on OurSong Account. You acknowledge that NFTs have no intrinsic value. Fiat currency or OSD balances, if any, are not held by OurSong.
Effective: October 31, 2022