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Hello and welcome to ARTXCHAINS, a decentralized application and digital art marketplace operating on the Ethereum blockchain. The ARTXCHAINS Platform uses specially developed smart contracts that enable Artists to sell their digital creations to Collectors on a peer-to-peer digital marketplace. Collectors may trade, transfer, sell, or proudly display their collected ARTXCHAINS Items on the ARTXCHAINS Platform.
Please read these Terms of Use (“Terms”, “Terms of Use”, or “Agreement”) very carefully. These Terms set forth a legally binding Agreement.
between you (the “User(s),” “Artist(s)/Museum(s),” “Collector(s),” “Owner(s),” and collectively with others using the Site - “Users”)
and us, the ARTXCHAINS Ltd., a company operating the ARTXCHAINS platform, based in London and organized under the laws of the United Kingdom (“ARTXCHAINS Ltd.,” “the Company”, “we”, “our”, or “us” and together with you, the “Parties”)
These Terms govern your use of the website located at and (the “Site”), and all related tools, mobile applications, web applications, decentralized applications, smart contracts, and APIs located at any of ARTXCHAINS ' websites, including but not limited to successor website(s) or application(s) thereto (the “Platform”).
You will be only granted access and usage of the Site, Services, or Smart Contracts, once you have given your consent to these Terms of Service, and you implicitly represent and warrant that you have the right, authority, and capacity to enter these Terms - as yourself or on behalf of the entity you represent. You also represent and warrant that you are otherwise legally permitted to use the Services in your jurisdiction, and you adhere to the relevant applicable laws and regulations in your jurisdiction.
Certain features of the Site are subject to other guidelines, terms, or rules located on the Site in connection with such features. The ARTXCHAINS Community Guidelines, Auction Terms of Service, Copyright Community Guidelines, and Guidelines, and all such additional terms, guidelines, and rules are hereby incorporated by reference into these Terms and expressly agreed to and acknowledged by you as the User.
Our Privacy Policy found here describes the ways we collect, use, store, share, and disclose your data, and is hereby incorporated by this reference into these Terms. You agree to the collection, usage, storage, and disclosure of your data in accordance with our Privacy Policy.
The Platform, Access, and Blockchain Transactions
The Platform will only recognize you as a User, and you will only be able to interact with the Platform if your Ethereum electronic wallet is connected and unlocked through your MetaMask account. There is no other way to sign up as a User or to interact directly with the Platform. MetaMask is an electronic wallet, that allows you to purchase (either directly via Coinbase if you are in the United States, or via other third-party sites), store, and engage in transactions using the native Wrapped Ethereum cryptocurrency, WETH, or the US Dollar Coin, USDC. You will not be able to engage in any transactions on the Platform other than through MetaMask (or other Ethereum-compatible browsers). To have the easiest access to use the Platform, you should first install the Google Chrome or Brave web browser.
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. We however have no control over and hence no responsibility for such 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. You also acknowledge and agree that we are not liable for any loss or damage which may be incurred because of the availability or unavailability of the External Sites, or because 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.
All transactions are recorded on the Public Ethereum Blockchain. Transactions that take place on the Platform are managed and confirmed via the Ethereum blockchain. As a User, you understand that your Ethereum public address will be made publicly visible whenever you engage in a transaction on the Platform. We neither own nor control MetaMask, Coinbase, Google Chrome, the Ethereum network, 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 be therefore not liable for the acts or omissions of any such third parties, or for any damage that you may suffer because of your transactions or any other interaction with any such third parties.
Ownership and Intellectual Property Rights
Collectors, but they do not have any legal ownership, right, or title to any copyrights, trademarks, or other intellectual property rights to the underlying Artwork, unless these rights are explicitly granted to them by means of the creator’s (Artist) written consent.
Collectors have the right to sell, trade, transfer, destroy, or use and may show off their ownership of collected ARTXCHAINS Items by displaying and sharing the Underlying Artwork, but they may not make “commercial use” of the underlying Work. i.e., by selling copies of Work, selling third-party access to the Work, selling derivative works embodying the Work, or otherwise commercially exploiting the Work. The Artist/Museum reserves all exclusive intellectual rights to Artworks underlying ARTXCHAINS Items Minted by the Artist on the Platform, including but not limited to the right to reproduce, prepare derivative works, display, perform, and distribute the Artworks.
Your use of the Platform does not grant you ownership of or any other rights with respect to any content, code, data, or other materials that you may access on or through the Platform. The Platform is the Property of ARTXCHAINS and we or - as applicable - our licensors own all legal rights, titles, and interests in and to all elements of the Platform. The graphics, design, systems, methods, information, computer code, software, services, “look and feel”, organization, a compilation of the content, code, data, and all other elements of the Platform (collectively, the “ARTXCHAINS Materials”) are owned by ARTXCHAINS and are therefore protected by copyright, trade dress, patent, and trademark laws, international conventions, or other relevant intellectual property and proprietary rights.
Owning an ARTXCHAINS Item means you own a cryptographic token representing the Artist’s creative Work as a piece of property, but you do not own the creative Work itself. The Smart Contracts and the Site merely facilitate the collection of our Items by the User, but ARTXCHAINS and its Affiliates, the Platform, and the Smart Contracts are not the custodians of any User-owned ARTXCHAINS Items.
Artist herewith assures that works Minted on the ARTXCHAINS Platform contain only original artistic content otherwise authorized for use by the Artist. To the extent, that a Work contains unoriginal content, including content from Works by other ARTXCHAINS Artists, the Artist further represents and warrants that it has the authorization and permission to incorporate the unoriginal content. The Artist/Museum represents and warrants that the sales, display, or performance of minted ARTXCHAINS Item on the Platform is not a violation of any agreement, contract, or obligation owed to a third party.
User Account and Security
User will provide accurate, correct, and complete registration information when creating an account on the Platform, and to maintain and promptly update the account information whenever deemed necessary. You agree that you are solely responsible for the security of your account and your MetaMask wallet (and other Ethereum wallets and accounts) by maintaining adequate security and control of all your Account details, passwords, personal identification numbers, or any other codes you use to access the Platform or the Services. You ensure that the Account(s) registered under your name will not be used by any other person.
You must notify us immediately of any breach of security, loss, theft, or unauthorized use of your username, password, or security information at [email protected]. ARTXCHAINS 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) is hacked and have been or will be used for any illegal, fraudulent, or unauthorized purposes. ARTXCHAINS and its Affiliates in accordance with these Terms will not 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).
Legal Requirements and Users’ Activities
You as User agree to use the Platform only for purposes that are legal, and in accordance with these Terms and any applicable laws or regulations. Without limitation, you may not, and may not allow any other third party to:
(i) send, upload, distribute, or disseminate unlawful, defamatory, harassing, abusive, fraudulent, obscene, or otherwise objectionable content;
(ii) undertake any unlawful activity which would violate, or assist in violation of, any law, statute, ordinance, regulation, or sanctions program administered in any relevant jurisdiction, including but not limited to the U.S. Department of Treasury’s Office of Foreign Assets Control (“OFAC”), or which would involve proceeds of any unlawfulactivity;
(iii) distribute viruses, worms, defects, Trojan horses, corrupted files, hoaxes, or any other items of a destructive or deceptive nature;
(iv) impersonate another person (via the use of an email address or otherwise);
(v) upload, post, transmit, or otherwise make available through the Platform any content that infringes the intellectual property rights of any party;
(vi) operate to defraud ARTXCHAINS, other users, or any other person or provide false, inaccurate, or misleading information;
(vii) use the Platform to violate the legal rights (such as rights of privacy and publicity) of others;
(viii) engage in, promote, or encourage illegal activity (including, without limitation, terrorism financing, tax fraud/evasion or money laundering);
(ix) interfere with another individual’s or entity’s access to or use of the Platform; defame, abuse, extort, harass, stalk, threaten or otherwise violate or infringe the legal rights (such as, but not limited to, rights or privacy, publicity, and intellectual property) of others; incite, threaten, facilitate, promote, or encourage hate, racial intolerance or violent acts against others;
(x) harvest or otherwise collect information from the Platform about others, without their consent;
(xi) exploit the Platform for any unauthorized commercial purpose;
(xii) modify, adapt, translate, or reverse engineer, reformat, or frame any portion of the Platform;
(xiii) remove any copyright, trademark, or other proprietary rights notices contained in or on the Platform or any part of it;
(xiv) display any content on the Platform with hate-related or violent content or any other material, products, or services that support or encourage conduct, which would violate any criminal or any other applicable laws, or third-party rights;
(xv) use a 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 unauthorized purposes;
(xvi) create user accounts by automated means or under false or fraudulent pretenses;
(xvii) access or use the Platform for the purpose of creating a product or service that is competitive with any of ARTSCHAINS’ products or services.
You confirm that you are over the age of 18, as the Platform is not intended for individuals under 18. If you are 13 or older but under 18 - or the legal age of majority, if your residence jurisdiction has another majority age, then you agree to review these Terms with your parents or guardian to ensure that you all have understood and agreed to these Terms, or you let your parents or guardians review these Terms on your behalf. If you are a parent or guardian on behalf of or for the benefit of a minor older than 13 and younger than 18, then you agree to take over full responsibility for the minor’s use of and access to the Platform including the related consequences and risks.
All items (“Art”, “Work(s)”, “Artwork(s)”, or “Creation(s)”) on the ARTXCHAINS Platform are represented by a unique cryptographic token exclusively minted by one of our approved Artists. Each ARTXCHAINS Item (“Item(s)”, “Token(s)”, “Non-Fungible Token(s)”, or “NFT(s)”) is Minted by an Artist using the ARTXCHAINS Smart Contracts based on an Artist’s original Artwork.
ARTXCHAINS Items are forever tracked and stored on the Ethereum blockchain, providing the Collector of an ARTXCHAINS Item with a permanent record of authenticity and ownership. Only Artists invited and approved by us can use the Platform to “Mint” and sell ARTXCHAINS Items. Artworks minted and sold on the ARTXCHAINS Marketplace include, but are not limited to visual works, audio-visual works, animations, audio, photographs, 3D works, GIFS, and other creative digital works.
Application, Whitelisting, and Minting
Artists seeking an invitation to create and list works for sale on the ARTXCHAINS Platform must submit a “Partnership Submission” found here. ARTXCHAINS has sole discretion in curating its Artist/Museum Network and makes no guarantees or promises that Artists/Museums will be approved and accepted to the Platform, even if the Artist/Museum was invited by a member of the ARTXCHAINS Team to submit the Request.
Approved Artists are “Whitelisted” and granted permission to Mint ARTXCHAINS Items using one or more of our Smart Contracts. To create an ARTXCHAINS Item, Approved Artists/Museums must upload an original digital Artwork, provide information about the artwork, authenticate the work, initiate a request to a token Minting Smart Contract, and – voila – the Artist has Minted a unique, cryptographic token representing a digital version of the artwork.
By Minting an ARTXCHAINS Item, Artists expressly represent and warrant that their Work is an original creation and free from any third-party claims or rights. Artists are not allowed to mint Works consisting of unlicensed or unauthorized copyrighted content, including any imagery, design, audio, video, human likeness, or other unoriginal content not created by the Artist, not authorized for use by the Artist, not in the public domain, or otherwise without a valid claim of fair use.
ARTXCHAINS Smart Contracts
To initiate a transaction on the ARTXCHAINS Marketplace, the User must voluntarily invoke one or more Smart Contract operations from an Ethereum Wallet. All transactions on ARTXCHAINS Marketplace, including but not limited to transfers, offers, bids, listings, sales, or purchases of ARTXCHAINS Items are initiated through one or more Smart Contracts at the sole discretion and complete risk of the Users.
The Smart Contracts are configured to facilitate the execution of a voluntary User offer, an acceptance of an offer, or other confirmation to purchase, sell, bid on, list, or transfer an ARTXCHAINS Item. You herewith also acknowledge the risk of Smart Contracts and hence agree to be bound by the outcome of any Smart Contract operation by invoking, calling, requesting, or otherwise engaging with the Smart Contract, whether the Smart Contract operates as you expect it to do or not.
Users understand and agree that such technologies are experimental, speculative, sometimes unpredictable, and inherently risky and therefore, acknowledge and agree that the ARTXCHAINS smart contracts may be subject to bugs, malfunctions, timing errors, hacking, and theft, or change 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 a total loss, forfeiture of your digital currency or ARTXCHAINS Items, or lost opportunities to buy or sell ARTXCHAINS Items. ARTXCHAINS carries no liability or responsibility for any such technological risks, smart contracts, related failures, or uncertainties.
Users hereby acknowledge and assume the risk of initiating, interacting with, and participating in Marketplace or Auction transactions and take full responsibility and liability for the outcome of any transaction they initiate, whether the smart contracts, the ARTXCHAINS Site, or other market participants behave as expected or intended or not. Users hereby represent that they themselves are knowledgeable, experienced, and sophisticated in using blockchain technology, the ARTXCHAINS site, and in initiating Ethereum-based transactions, or they have the support of reliable competent advisors in such matters.
It is strictly prohibited to engage in any attack, hack, denial-of-service attack, interference, or exploit of any ARTXCHAINS smart contract. Operations performed by a User that is technically permitted by an ARTXCHAINS smart contract may nevertheless be a violation of our Terms of Service and the applicable laws and regulations.
ARTXCHAINS Marketplace and Transactions
ARTXCHAINS Marketplace transactions, including but not limited to primary sales, secondary market sales, listings, offers, bids, acceptances, and other operations through the Site utilize experimental smart contract and blockchain technology, including non-fungible tokens, cryptocurrencies, consensus algorithms, and decentralized or peer-to-peer networks and systems. The ARTXCHAINS Platform facilitates a peer-to-peer digital art Marketplace and auction house where Artists, Museums, Collectors, and other Users can sell, purchase, list for auction, make offers, and bid on ARTXCHAINS Items. Collectors can obtain ARTXCHAINS Items by making an offer accepted by the Artist, purchasing at an established List Price, or bidding on Items available in one of our revolutionary smart contract-enabled auctions.
ARTXCHAINS Items are optionally offered for immediate acceptance at a List Price (in WETH, or USDC) established by the Artist/Museum. Collectors can purchase ARTXCHAINS Items with a List Price through the Site by sending an equivalent amount of WETH, or USDC to a Smart Contract configured to initiate a transfer of the ARTXCHAINS Item, plus additional fees, and gas fees. Users can make offers on all listed ARTXCHAINS Items through the Site. Offers on the ARTXCHAINS Marketplace are legally binding, revocable offers to purchase the Item capable of immediate acceptance by the Owner of the Item. By making an offer, the Collector agrees to temporarily send and lose control over an amount of offered ETH, or USDC to a Smart Contract. The Smart Contract is configured to hold the offered ETH, or USDC until either the offer is accepted by the Owner of the Item, a higher offer is received, or the offer is revoked. The Owner of the Item has the unilateral authority to accept or decline the bid.
All Marketplace transactions are executed by one or more Smart Contracts processed on the Ethereum Virtual Machine and not under any direct control by ARTXCHAINS or any other third party. User acknowledges and agrees that ARTXCHAINS is not a party to any agreement or transaction between any Users involving the purchase, offer, sale, auction, or transfer of ARTXCHAINS Items, whether a commission or fee is received by ARTXCHAINS because of the transaction or not. We reserve the right to execute Smart Contract transactions on the ARTXCHAINS Marketplace as a collector of ARTXCHAINS items. User therefore agrees and acknowledges that ARTXCHAINS is neither a fiduciary nor owes any duties to any User of the platform, including the duty to ensure fair pricing of ARTXCHAINS Items or to police Users’ behaviour on the Marketplace.
Prices, Fees, and Taxes
Every transaction on the ARTXCHAINS Marketplace is subject to Fees collected to support the Artists/Museums and the ARTXCHAINS Platform functionality. We collect a 3% Marketplace Fee based on the Sales Price for every Sale of an ARTXCHAINS Item on the Marketplace. For example, a Collector purchasing an ARTXCHAINS Item for 1.00 WETH will eventually pay 1.03 WETH.
The amount of Fees for the sale of an ARTXCHAINS Item also depends on whether the transaction involves the ARTXCHAINS Item’s first actual sale transaction (“Primary Sale”) or a subsequent sale in the secondary market (“Secondary Market Sale”). All Fees are collected and distributed at the time of the purchase of an ARTXCHAINS Item by operation of the Smart Contracts.
The Artist/Museum receives 84.5% of the Total Sale Price for Primary Sales. ARTXCHAINS collects 15.5% of the Total Sale Price as commission. Artists/Museums can set their Royalty Percentages they would like to receive and will be able to collect this Royalty based on the total Sale Price for Secondary Market Sales paid by the Collector who sells the ARTXCHAINS Item. The Royalty is deducted from the total Sale Price automatically at the time of the purchase by operation of the Smart Contracts. For example, a Collector selling an ARTXCHAINS Item for 1 WETH on the Secondary Market will receive only 0.90 WETH, while the Artist or Creator of the ARTXCHAINS Item receives the remaining 0.10 WETH as a Royalty.
The Ethereum network requires the payment of a certain fee (a “Gas fee”) for every transaction that occurs on the network, and thus every transaction occurring on the ARTXCHAINS Platform. User is herewith informed about the non-refundable unpredicted changes in Gas Fee amounts, which are entirely outside of ARTXCHAINS’ or the ARTXCHAINS Platform’s control, and User acknowledges that under no circumstances will a contract, agreement, offer, sales, bid, or other transaction on the Platform be invalidated, revocable, retractable, or otherwise unenforceable on the basis that the Gas Fee for the given transaction was unknown, too high, or otherwise unacceptable to you.
The user agrees and understands 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. By transacting on the Platform and by using the Smart Contracts, you as the User hereby acknowledge, consent to, and accept all automated fees, commissions, and royalties processed for the sales and purchase of Items on the ARTXCHAINS Platform.
User also agrees to be bound by the Smart Contracts’ execution and distribution of the fees, commissions, and Secondary Market sales royalties and waive any entitlement to royalties, commissions, or fees paid to another (an ARTXCHAINS Artist/Museum) by operation of the Platform’s Smart Contracts.
User is responsible for paying sales, use, value-added, and other taxes, duties, and assessments now or hereafter claimed or imposed by any governmental authority of their jurisdiction associated with their use of the Platform, including, without limitation, any taxes that may become payable as the result of their ownership, trade, transfer, purchase, sales, or creation of any artworks.
Off-Market Transactions
ARTXCHAINS does not generally collect or process any fees, commissions, or royalties for transactions occurring outside of the ARTXCHAINS Marketplace or otherwise not involving ARTXCHAINS Smart Contracts. You are explicitly prohibited from minting, selling, or offering ARTXCHAINS Items on the Site or through the ARTXCHAINS Smart Contracts related to any such off- market activity. To support ARTXCHAINS Artists/Museums, Users should list Items that were originally minted using the ARTXCHAINS Smart Contracts or otherwise available through the Site for sales exclusively on the ARTXCHAINS Marketplace. The Artist and all other Users hereby waive any entitlement to royalties, commissions, or fees for off-market transactions. The User irrevocably releases, acquits, and forever discharges ARTXCHAINS and its subsidiaries, affiliates, officers, and successors of any liability for royalties, fines, or fees not received by the User from any off-market transaction.
Users are strictly prohibited from arranging for, causing, or conducting any pre-sales activity relating to, or making sales or offers for options for, unsold or unminted ARTXCHAINS Items involving any off-market NFT mint, sale, burn, or transfer transactions occurring or originating outside of the ARTXCHAINS Marketplace, the Site, or transactions that otherwise do not involve our Smart Contracts.
Users in violation of this term shall compensate ARTXCHAINS, or any other recipients identified by the ARTXCHAINS Smart Contracts, the amount that would have been received from an appropriate sales process of the ARTXCHAINS Item(s) that were transferred or made available to others in violation of this section.
No art marketplace would be complete without an auction house, which is why ARTXCHAINS has expanded upon its core set of Smart Contracts to introduce Auctions. We are steadily progressing the decentralization of art through these new market mechanics, always ensuring that Users understand, acknowledge, and accept the risks of participating in Auctions, as providing the excitement of a live, peer-to-peer digital auction within a smart contract-enabled art marketplace does not go without certain risks for auction participants.
In a Scheduled Auction, the Owner establishes a specific start and end time for an Auction for artwork to go live. Owners may optionally include a Starting Price. If the Starting Price is met by an Auction Participant, the work will be sold. Works without a Starting Price will be sold to the highest bidder, no matter what the bid is. A Scheduled Auction may be cancelled prior to the start of the auction, i.e., when it is counting down to kick-off. After the auction begins, it cannot be stopped, cancelled, or undone. Owners that initiate Scheduled Auctions should be prepared to sell their works at the Starting Price, or at any price if no Starting Price is established.
Once initiated, Scheduled Auctions last for a discrete window of time (between 1 hour and up to 14 days). If a bid is placed within the last 15 minutes of an Auction, the auction time is extended by 15 minutes from the time of the bid to accommodate last-minute bids. You understand that timed auction features may be subject to error on the blockchain and only represent an approximate of the start or end time remaining for a particular Auction. Participants should get their bids in as early as possible to ensure that they are processed by the Auction smart contract before the Auction closing.
By accepting these Terms or using the Platform, you affirmatively acknowledge and agree to our Auction Terms of Use, which are incorporated herein. Please visit the ARTXCHAINS Auction Feature FAQ. for more information on how to set up and participate in an Auction.
Valuation and Financial Risks
The valuation of blockchain assets and non-fungible tokens is extremely volatile. Fluctuations in the price of other digital assets could materially and adversely affect the value of the ARTXCHAINS Items, which may also be subject to significant price volatility and financial risks. The Platform, WETH, USDS Items, and digital asset valuation could be impacted or limited by the market or public interest fluctuation, copyright infringement claims, regulatory inquiries, and actions, or legislative policies.
Digital assets are, by their nature, highly experimental, risky, and volatile. Transactions carried through the Platform are – due to the nature of Smart contracts - irreversible, final, and non- refundable. The user herewith confirms understanding and acknowledges the risks associated with cryptocurrency systems, Ethereum Blockchain, NFTs, interplanetary file systems, and smart contracts. Hence, ARTXCHAINS and its affiliates will not be liable for any losses or damages User may face out of usage of Ethereum Network or the Metamask digital wallet, corrupted wallet files, server failures, loss of data, User errors (i.e., forgotten password), unauthorized third-party activities or attacks, incorrectly construed smart contracts, or other transactions, as well as technical issues, changes or failures on the Ethereum Blockchain or any Ethereum compatible browser or wallet.
User acknowledges and agrees to carefully consider whether creating, buying, or selling digital assets is suitable for them considering their circumstances, their knowledge, and their risk appetite, as well as their financial resources, and will therefore access and use the Platform at their own risk and all the transaction decisions are made solely by them under their sole responsibility. User will indemnify ARTXCHAINS and its affiliates from any sort of responsibility or liability for their risk, damages, or losses. It is further agreed and understood that the operation of all or any portion of the ARTXCHAINS Platform and the provided information shall not be deemed financial or investment advice.
Marketplace Code of Conduct
The ARTXCHAINS Marketplace is a transparent and open digital art Marketplace that relies on the honest, transparent commitment and participation of all Users. Users are explicitly prohibited from:
(i) accepting, soliciting, offering, bidding, engaging with the Smart Contracts, or otherwise transacting on or off the ARTXCHAINS Platform with the intent to artificially devalue, inflate, or otherwise deceptively influence, misrepresent, or cause to be misrepresented the price of an ARTXCHAINS Item, groups of ARTXCHAINS Items, or ARTXCHAINS Items created by particular Artists/Museums;
(ii) engaging in any deceptive conduct that may prevent competitive or fair bidding, artificially inflate or deflate the price of a work, simulate demand for work (i.e., `wash trading`), or any other anti-competitive bidding conduct such as but not limited to “puffing,” “chill bidding,” “shill bidding,” “sham bidding,” or “sock puppet bidding”;
(iii) using the Marketplace to conceal economic activities and shall not sell works, list items for Auction, make bids during an auction, purchase a work, or engage in any other Marketplace transaction for the purpose of concealing economic activity, money laundering, terrorism financing, or tax fraud.
For example, and without limitation, Users will not use the Platform and any Smart Contract to conceal or transfer proceeds or assets relating to criminal activity or to pay for an Item for any other reason than to really obtain the Item.
All Users expressly represent and warrant by performing transactions involving the ARTXCHAINS Site or Smart Contracts, that their actions are compliant with United Kingdom law and the applicable laws of the jurisdiction from which they initiate the transaction.
ARTXCHAINS Items are NFTs and hence unique and exclusive, meaning that there should be only one digital token on one single platform for a given Work of Art. Artist hereby acknowledges, understands, and agrees that Minting a Work on the Platform constitutes an express representation, warranty, and covenant that the Artist/Museum has not, will not, and will not cause another to Mint, tokenize, or create another cryptographic token representing a digital collectible for the same Work.
User hereby agrees and acknowledges that any prohibited Marketplace conduct described herein may be a violation of federal or state law and/or these Terms. ARTXCHAINS hereby reserves the right to completely or partially restrict or revoke a User’s access to the Site for violating these Terms. We reserve the right to amend, rectify, edit, or otherwise alter ARTXCHAINS Market transaction data to mitigate damages or risks caused by a User’s violation of these terms.
To contribute to the Platform`s safety and to your own protection, you agree to promptly report suspicious market activity of any ARTXCHAINS User to our team via [email protected]. While violations of the Marketplace Code of Conduct may result in ARTXCHAINS’ intervention, ARTXCHAINS, and its subsidiaries, affiliates, officers, and successors will be held harmless for and against all past or future causes of action, suits, or controversies arising out of another User’s violation of these Terms.
ARTXCHAINS’ License for Minted Works
The Artist/Museum hereby acknowledges, understands, and agrees that Minting a Work on the Platform constitutes an express and affirmative grant to ARTXCHAINS, its affiliates, and successors a non-exclusive, worldwide, assignable, sub-licensable, perpetual, and royalty-free license to make copies of, display, perform, reproduce, and distribute the Work on any media whether now known or later discovered for the broad purpose of promoting, sharing, developing, marketing, and advertising the Platform, the Site, the Marketplace, or any other purpose related to the ARTXCHAINS Platform or business purpose, including without limitation, the express right to:
(i) display or perform the Work on the Site, 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 works based on the Work, including without limitation, compilations, collective works, and anthologies;
(iii) indexing the Work in electronic databases, indexes, catalogues, the Smart Contracts, or ledgers;
(iv) hosting, storing, distributing, and reproducing one or more copies of the Work within a distributed file-keeping system, node cluster, or other database (e.g., IPFS) or causing, directing, or soliciting others to do so.
Limited Artwork License
All works Minted on the Platform are subject to the ARTXCHAINS License, the terms of which are described below. All Users who receive an ARTXCHAINS Item acknowledge and agree to accept or purchase the Item subject to the conditions of the License. By Minting Items on the Platform, the Artist/Museum affirmatively grants a limited, worldwide, non-assignable, non-sublicensable, royalty- free license to display the Artwork underlying ARTXCHAINS Items legally owned and properly obtained by the Collector without infringing any of the exclusive rights of the copyright holder, i.e., the Artist/Museum. The limited license allows the Collector to display or perform the Work privately or publicly:
(i) for the purpose of promoting or sharing the Collector’s purchase, ownership, or interest in the Work, for example, on social media platforms, blogs, digital galleries, or other Internet-based media platforms;
(ii) for the purpose of sharing, promoting, discussing, or commenting on the Work;
(iii) on third-party Marketplaces, exchanges, Platforms, or applications in association with an offer to sell, or trade, the Token associated with Work;
(iv) within decentralized virtual environments, virtual worlds, virtual galleries, virtual museums, or other navigable and perceivable virtual environments, including simultaneous display of multiple copies of the Work within one or more virtual environments.
The limited license does not allow the Collector (or its associated third parties) to do or attempt to do any of the foregoing without the Artist’s/Museum´s express prior written consent:
(i) modify, distort, mutilate, or perform any other modification to the Work which would be prejudicial to the Artist’s honor or reputation;
(ii) use the Work to advertise, market, or sell any third-party product or service;
(iii) use the Work in connection with images, videos, or other forms of media that depict hatred, intolerance, violence, cruelty, or anything else that could constitute hate speech or otherwise infringe upon the rights of others;
(iv) incorporate the Work 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 Collector’s personal, non-commercial use;
(v) sell, distribute for commercial gain, or otherwise commercialize merchandise that includes, contains, or consists of the Work;
(vi) attempt to trademark, copyright, or otherwise acquire additional intellectual property rights in or to the Work;
(vii) attempt to Mint, tokenize, or create an additional cryptographic token representing the same Work, whether on or off of the ARTXCHAINS Platform;
(vii) falsify, misrepresent, or conceal the authorship of the Work or the ARTXCHAINS Item; or
(ix) otherwise utilize the Work for the Collector’s or any third party’s commercial benefit.
The Limited License belongs only to the current owner of an ARTXCHAINS Item. Any subsequent transfer, dispossession, burning, or another relinquishment of an ARTXCHAINS Item will immediately terminate the former Owner’s rights and interest in the license or ARTXCHAINS Item as provided by these Terms.
Copyright Infringement Complaints Process
ARTXCHAINS respects the intellectual property rights of all Users and Creators. We will respond and react promptly to any claim that Content posted on the Site infringes the copyright or other intellectual property rights of any other person. ARTXCHAINS will use reasonable efforts to investigate notices of alleged infringement and will take appropriate action under the applicable copyright laws and these Terms, including removing or disabling access to content claimed to be infringing and/or terminating related accounts and/or access to the Site.
The complaint process starts with a copyright owner’s notification to us concerning alleged copyright infringement, and we will respond under this process by taking down the offending content first. On taking down content, we will take all necessary steps to contact the Artist responsible for minting the removed content so that a Counter-Notification may be filed if applicable. On receiving a valid Counter-Notification, we generally restore the content in question, unless we receive notice from the Notice provider that a legal action has been filed seeking a court order to restrain the alleged infringer from engaging in the infringing activity.
Our Privacy Policy does not protect any information contained in any Take-Down Notice or Counter-Notification. If you have any questions about your related rights, copyright infringement, or the notification and Counter-Notification process, we recommend you seek your attorney’s advice.
The Artist/Museum and all Users irrevocably release, acquit, and forever discharge ARTXCHAINS and its subsidiaries, affiliates, officers, and successors of any liability for direct or indirect copyright or trademark infringement for ARTXCHAINS’ use of a Work in accordance with these Terms. If you are a copyright owner or an agent thereof and believe that any Content on the ARTXCHAINS Site infringes upon your copyrights, you may submit a notification and provide us with the following information in writing (see 17 U.S.C. § 512 for further detail):
- A physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.
- Identification of the copyrighted work claimed to have been infringed, or, if multiple copyrighted works, a representative list of such works at that site.
- Identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled, and information reasonably sufficient to permit us to locate the material. Providing URLs in the body of your notification is the best way to help us locate content quickly.
- Sufficient contact information to permit us to contact you as the complaining party, i.e., address, telephone number, and electronic mail address.
- A statement that you (the complaining party) have a good faith belief that the use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the applicable laws.
- A statement that the information in the notification is accurate, and under penalty of perjury, that you (the complaining party) are authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.
- Optional: sufficient information that permits us to notify the user(s) who posted the content that allegedly contains infringing material.
Any person who intentionally misrepresents that Content or activity is infringing or that any material or activity was removed or disabled by mistake or misidentification, shall be liable to ARTXCHAINS and possibly others for any damages and losses, including incurring costs and attorney’s fees in the course of removing or disabling access to the material or activity claimed to be infringing or in replacing the removed material or enabling access to it.
After you submit your notification, we will take reasonable steps to promptly inform you, if your content has been taken down upon receipt of an effective Infringement Take-Down Notification by another User (the complaining party). If you believe that the content that was removed or to which access was disabled is not infringing, or that you have authorization from the copyright owner, the copyright owner’s agent, or by law, to mint and use the material, you may send us a Counter-Notification containing the following information:
- Your physical or electronic signature;
- Identification of the material that has been removed or to which access has been disabled and the location at which the material appeared before it was removed or disabled;
- A statement that you in good faith believe that the material was removed or disabled because of a mistake or a misidentification of the material; and
- Your name, address, telephone number, and e-mail address, a statement that you consent to the jurisdiction of the U.K. district court in the state in which you reside (or the U.K. district court where our headquarters are located, if your address is outside of the United Kingdom), and a statement that you will accept service of process from the person who provided notification of the alleged infringement to us.
You have ten (10) business days after receipt of a Take-Down Notice to send us an effective Counter-Notification or the allegedly infringing material may not be restored.
Please be informed that any person who Intentionally misrepresents that material or activity is infringing or that any material or activity was removed or disabled by mistake or misidentification, shall be liable to us and possibly to others for any damages and losses, including incurring costs and attorney’s fees in the process of removing or disabling access to the material or activity claimed to be infringing or in replacing the removed material or enabling access to it.
You should submit your Take-Down Notices and Counter-Notifications to us by:
- Email, to Email Address: [email protected], Subject/Heading of Email: “ARTXCHAINS Take Down Notification”, or by
- Mail, to ARTXCHAINS Ltd., 65 London Wall, EC2M 5TU, London, UK
Please note that if your Notice or Counter-Notice does not provide all the information described above, it will be considered ineffective, and we may hence ignore them and have no obligation to remove the allegedly infringing content. If, however, the Notice is considered effective and sufficient, ARTXCHAINS reserves the right to remove any Content that allegedly infringes another person`s copyright or trademark rights, thereby restricting access to or visibility of the Work on the Site and restricting the Owner`s ability to sell, access, or view the Work on the Marketplace.
All transactions involving ARTXCHAINS Items are conducted with your knowledge and assumption of the risk that the Item may subsequently be removed from the ARTXCHAINS Site and Marketplace because of a copyright dispute or a User’s violation of these Terms. ARTXCHAINS will not be liable to a Collector or Artist/Museum of an Item that was subsequently taken down by ARTXCHAINS pursuant to a valid Take-Down Notice or a determination of a User’s violation of these Terms.
Termination of Infringer’s Account
ARTXCHAINS implements a strict “repeat infringer” policy, which will result in the termination of a User’s access to the Site and Smart Contracts, including restricting minting privileges and terminating a User’s account if, under appropriate circumstances, the User is deemed a repeat infringer. ARTXCHAINS also reserves the right to restrict an Artist’s/Museum´s account for reasons other than copyright infringement, such as but not limited to, minting pornographic, obscene, violent, or hateful content, or excessive or suspicious minting conduct. We may at any time, without prior notice and in our sole discretion, remove such material and/or terminate a User’s account for submitting such material in violation of our Terms of Service.
Artists/Museums herewith agree to refund to the Collector and/or ARTXCHAINS the entire portion of Wrapped Ethereum (WETH), or United Dollar Coin (USDC) received from the sales of an ARTXCHAINS Item that was subsequently removed from the Site pursuant to an effective Take-Down request to which the Artist failed to timely submit an effective Counter-Notification. ARTXCHAINS, under any circumstance, will not be held liable to any Collector or User for removing allegedly infringing works from the Platform or otherwise fulfilling its legal obligations under the applicable laws.
Artists/Museums, Collectors, and all Users further agree to cooperate and timely respond to ARTXCHAINS ’s investigations, requests, and inquiries related to copyright disputes or infringement allegations. Users agree to initiate a “burn” transaction upon ARTXCHAINS ’s request for Works that have been permanently removed from the ARTXCHAINS marketplace pursuant to an effective Take-Down Notice, or that are otherwise alleged to be infringing.
Removal from the Platform
Failure to abide by these Terms and/or the Community Guidelines may result in, without limitation, suspension, or deletion of the Artist’s/Museum´s account, revocation of the Artist’s/Museum´s minting privileges and other permissions to the ARTXCHAINS Smart Contracts or Platform, delisting the Artist’s/Museums´ items on the Site, or a penalty for the caused damages.
ARTXCHAINS has the sole authority and discretion to remove, suspend, or revoke the Artist´s/Museum´s access to the ARTXCHAINS Smart Contracts, Items, or any other aspect of the Platform. ARTXCHAINS will further delete or modify User accounts without notice, if you have not conducted any transactions on the ARTXCHAINS Marketplace collected any ARTXCHAINS Items, or initiated any transaction on the Ethereum blockchain for six (6) months.
Limitations of Liability & Indemnification
The User herewith agrees and understands that ARTXCHAINS and its employees, directors, shareholders, advisory, subsidiaries, agents, and licensors (Affiliates) make no representations and warranties about the accuracy, correctness, or completeness of the content available on or through the Site, or about products, the value or title of ARTXCHAINS Items, or the content of any third-party’s website or services linked to or integrated with our Site.
ARTXCHAINS and its Affiliates also disclaim all representations and warranties of any kind including those related to merchantability, adequacy for a particular purpose, non-infringement, and other issues arising out of or in connection with usage of trade on the Platform. ARTXCHAINS and its Affiliates – by the extent of the applicable laws - will not be liable for:
(i) content errors or inaccuracy, and functionality or technical quality of any ARTXCHAINS Item or work, smart contract code, or software;
(ii) damage or loss out of access or usage of the Site, its content, or the Products, or caused by other Users’ violation of these Terms;
(iii) unauthorized access or usage of our server’s, or Users’ personal data and information,
(iv) transmission interruption on or through the Site by any third-party;
(v) bugs, viruses, trojan horses, or others might be transmitted on or through the Site or third-party services;
The Artist/Museum hereby agrees to indemnify ARTXCHAINS for any claim against us arising out of or in connection with the Artist’s/Museum´s breach of these Terms. The Artist/Museum hereby releases and forever discharges us from any damages or causes of action resulting from a sale of any of the Artist’s/Museum´s listed ARTXCHAINS Items occurring after the Artist’s/Museum´s breach of these Terms. You further agree to indemnify and hold harmless ARTXCHAINS and its Affiliates from and against any claims, costs, proceedings, demands, losses, damages, and expenses (including, without limitation, reasonable attorney’s fees, and legal costs) of any kind or nature, arising from or relating to, any actual or alleged breach of these Terms by you, a co-conspirator, or anyone using your account. If we assume the defence of such a matter, you will reasonably cooperate with us in such defence.
It is agreed and understood that to the extent of the applicable laws, the total liability of ARTXCHAINS and its Affiliates for any damages or claims under these terms is limited to the number of proceeds actually received by ARTXCHAINS arising out of the damage after deducting all costs, fees, and liabilities incurred by or on behalf of ARTXCHAINS and in any case will not exceed the total fees you paid to us during the past 12 months.
Dispute Resolution and Applicable Laws
These Terms will be governed by and construed under the laws of the United Kingdom, without giving effect to any conflict of laws rules, or provisions. The jurisdiction is London, UK.
All disputes arising out of or in connection to these Terms will be resolved by Arbitration in accordance with LCIA Rules (London Court of International Arbitration Rules), heard and determined by a sole arbitrator with final binding effect - under exclusion of public court proceedings and class action. The costs of Arbitration will be borne by the defeating party unless it is agreed and settled otherwise in the Arbitration proceeding.
This arbitration clause agreement does not, however, preclude you or ARTXCHAINS from seeking action by federal, state, or local government agencies. You and ARTXCHAINS may also bring qualifying claims in small claims court. In addition, you and ARTXCHAINS retain the right to apply to any court of competent jurisdiction for provisional relief, including pre-arbitral attachments or preliminary injunctions, and any such request shall not be deemed incompatible with these Terms, nor a waiver of the right to have disputes submitted to arbitration as provided in these Terms.
Miscellaneous Terms
Amendments and Severability
These Terms are discretionarily and at any time subject to modification, revision, or replacement unless stated otherwise herein. However, the most current version of these Terms will be posted on the Site with the “Last Revised” date at the top of the Agreement changed and any changes or modifications will be effective immediately upon posting the revisions to the Site. You will not be specifically or personally notified by us about such changes and updates, and it is your responsibility to regularly review and become familiar with any such modifications. We therefore assume that you are always informed about the newest versions of these Terms. User also acknowledges that ARTXCHAINS may modify, change, amend, or replace one or more of the Smart Contracts from time to time and agrees that a modification to one or more of the Smart Contracts does not alter any right or obligation conferred by these Terms.
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 of this Agreement.
Users may voluntarily contact ARTXCHAINS to submit feedback or to report serious misuses of the ARTXCHAINS Platform including, for example, suspicious market activity, hate speech, or other serious violations of these Terms or relevant applicable laws and regulations. User herewith agrees to keep confidential all private correspondence with any members of the ARTXCHAINS Team pertaining to another member’s alleged violation of these Terms or other inquiries about ARTXCHAINS’s policies.
If you choose to submit feedback, comments, bug reports, ideas, or other feedback about the Platform, including on how to improve the Platform (collectively, “Feedback”), you agree that we are free to use such Feedback at our discretion and without compensation to you, and to disclose such Feedback to third parties - on an anonymous basis as we respect your privacy.
You may terminate these Terms at any time by cancelling your account on the Platform and discontinuing your access to and use of the Platform. You will not receive any refunds if you cancel your account, or otherwise terminate these Terms.
You agree that we, at our sole discretion and for any or no reason, may terminate these Terms and suspend and/or terminate your account(s) for the Platform. You agree that any suspension or termination of your access to the Platform may be without prior notice and that we will not be liable to you or to any third party for any such suspension or termination.
If we terminate these Terms or suspend or terminate your access to or use of the Platform due to your breach of these Terms or any suspected fraudulent, abusive, or illegal activity, then termination of these Terms will be in addition to any other remedies we may have at law or in equity. Upon any termination or expiration of these Terms, whether by you or us, you may no longer have access to information that you have posted on the Platform or that is related to your account, and you acknowledge that we will have no obligation to maintain any such information in our databases or to forward any such information to you or to any third party.
Assignment of Rights
User shall not assign or transfer any rights or obligations under these Terms to another party without prior notice and our written approval. ARTXCHAINS may assign this Agreement without your prior consent to any of its Affiliates, or to its successors in the interest of any business associated with the services provided by ARTXCHAINS. This Agreement shall be binding upon the permitted assigns or transferees of each party.
Contact Us
Please direct any general inquiries about the Platform to [email protected].
We believe in strengthening relationships with security researchers and encouraging a community-led, decentralized approach to our platform`s security. If you are a security researcher and want to submit a bug or security vulnerability, please contact us at [email protected]. We may however ignore any received reports that do not strictly comply with the requirements of our Bug Bounty terms at our sole discretion.
Please print a copy of these Terms for your records and PLEASE check the Site frequently for any changes to these Terms.
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