1. Acceptance of NFT ART UA Terms; Modification of NFT ART UA Terms
These Terms and Conditions (“NFT ART UA Terms”) constitute a legally binding agreement between NFT ART from Ukraine (“Resource”, “we”, “us” or “our”) and each registered or unregistered end-user (each, a “User”, “you” or “your”) of the nftartua.com NFT Marketplace located at nftartua.com or such other URL as may be designated by Resource from time to time, as well as any mobile apps or other related services or applications thereto (collectively, the “NFT ART UA”). The NFT ART UA Terms regulate your access to and use of the NFT Marketplace. By accessing and using the NFT Marketplace (including by submitting your objects or purchasing, or bidding on any items herein), you are deemed to have read, accepted, executed, and agreed to be bound by these NFT ART UA Terms. We may change or amend these NFT ART UA Terms at any time at our sole and absolute discretion. Any changes to these NFT ART UA Terms will be in effect as of the “LAST REVISED” date referred to at the top of this page. You acknowledge and agree that the form and nature of the NFT Marketplace, and any part of it, may change from time to time without prior notice to you and that we may add new or remove existing features and change any part of the NFT Marketplace.
IF ANY PROVISION OF THESE NFT ART UA TERMS OR ANY FUTURE CHANGES ARE UNACCEPTABLE TO YOU, DO NOT USE OR CONTINUE TO USE THE NFT MARKETPLACE. YOUR CONTINUED USE OF THE NFT MARKETPLACE FOLLOWING THE POSTING OF ANY NOTICE OF ANY CHANGE TO THESE NFT ART UA TERMS SHALL CONSTITUTE YOUR ACCEPTANCE AND AGREEMENT TO SUCH CHANGE.
2. Overview of the NFT Marketplace
The NFT Marketplace provides you with the ability to create (or, as we call it, a mint), sell, buy, bid, collect, exchange, display, and otherwise transact certain digital media and works of art including real-world art objects (“NFT Media”) that can be represented as non-fungible tokens (“NFT”) on a blockchain. We facilitate transactions between an NFT buyer and seller, but we are not a party to any agreement between an NFT buyer and seller on the NFT Marketplace. We collect revenue on the NFT Marketplace in the form of transaction fees and other applicable fees, which we display when you interact with the NFT Marketplace. The Resource reserves the right to make the final decisions on any disputes arising from purchases through the NFT Marketplace, including in connection with any auctions or other purchase methods.
For NFT Authors/Sellers: By submitting NFTs or related materials like NFT media to NFT ART UA, you transfer the ownership rights to us. We report to you about our usage of them by us. We still are going to discuss the usage of your submitted material directly with you by any suitable communication means, including personal meetings. You can challenge your own rights to the material according to the Terms.
By creating, submitting or selling NFTs through the NFT Marketplace or NFT ART UA Accounts on NFT Marketplaces, you represent and warrant that you own all legal rights, titles, and interests in all intellectual property rights to NFT Media associated with such NFTs, or your own legal permission from the owner of the intellectual property to coin, supply or sell NFT on the NFT marketplace. After reviewing NFTs have to be minted on the NFT Marketplace or any Other Marketplace (with which the Resource is linked), in order to list an NFT for sale on the NFT Marketplace. For clarity, the Resource has no obligation to you for storing or helping you recover any NFT media associated with your NFTs. By creating, submitting, or selling the NFT through NFT ART UA Accounts on NFT Marketplaces and the NFT Marketplace, you also represent and warrant that the NFT Marketplace is the first and only platform (a website or a service) where you have submitted, created and are selling such NFT or rights to NFT Media associated with such NFT.
The payment processing from Buyers to NFT ART UA and the Author is being managed by NFT ART UA in referring to the submitted amount of the Author’s royalty payment (at least 50% we donate to charity), not taking into account the fees by blockchains and processing smart contracts that could be imposed on us.
For NFT Buyers: When you buy an NFT, you own an NFT that is associated with a specific NFT Media, but you do not own any intellectual property rights in such NFT Media, other than the granted licenses expressly set forth in NFT. In certain cases, we may help evaluate or provide you with information about an NFT seller. However, such information is provided for informational purposes only. You are solely responsible for verifying the authenticity, legality, and identity of any NFTs that you purchase from the NFT Marketplace. We make no guarantees or promises as to the identity, legality, or authenticity of any NFT on the NFT Marketplace.
3. License to Your Content
In connection with your use of the NFT Marketplace, you may be able to post, upload, or submit content to be made available through the NFT Marketplace, including NFT Media that is tied to NFTs you wish to sell on the NFT Marketplace as a seller, and any other content associated with your NFTs (“Your Content”). You retain all rights to Your Content you post, upload, submit, or otherwise made available through the NFT Marketplace, except for rights expressly granted herein. In order to operate the NFT Marketplace, we need to obtain from you certain license rights to Your Content so that actions we take in operating the NFT Marketplace are not considered legal violations. Accordingly, by using the NFT Marketplace and uploading Your Content or otherwise making Your Content available, you grant us a license to access, use, host, cache, store, copy, reproduce, transmit, display, publish, distribute, adapt and modify (for technical purposes, e.g., making sure content is viewable on smartphones as well as computers and other devices) Your Content in any and all media or distribution methods (now known or later developed) but solely as required to be able to operate and provide services of the NFT Marketplace. You agree that this license includes the right for us to provide, promote, and improve the NFT Marketplace and to make Your Content available to other companies, organizations or individuals for the distribution, promotion, or publication of Your Content on other media and services. You agree that these rights and licenses are royalty free, transferable, sub-licensable, worldwide and irrevocable (for so long as Your Content is stored with us), and include a right for us to make Your Content available to, and pass these rights along to, others with whom we have contractual relationships related to the provision of the NFT Marketplace, and solely for purpose of providing the NFT Marketplace, and to otherwise permit access to disclose Your Content to third parties if we determine such access is necessary to comply with our legal obligations. As part of the foregoing license grant you agree that the other Users of the NFT Marketplace shall have the right to comment on and/or tag Your Content and/or to use, publish, display, modify or include a copy of Your Content as part of their own use of the NFT Marketplace; except that the foregoing shall not apply to any of Your Content that you post privately for non-public display on the NFT Marketplace. By posting or submitting Your Content to the NFT Marketplace, you represent and warrant that you have, or have obtained, all rights, licenses, consents, permissions, power, and/or authority necessary to grant the rights granted herein for Your Content. You agree that Your Content will not contain material subject to copyright or other proprietary rights unless you have the necessary permission or are otherwise legally entitled to post the material and to grant us the license described above. If you sell an NFT through the NFT Marketplace, you grant to the buyer of the NFT a worldwide, non-exclusive, non-transferable, royalty-free license to use, copy, and display the NFT Media for such purchased NFT, solely for the following purposes: (a) for the buyer’s own personal use; (b) as part of a marketplace that permits the purchase and sale of such NFTs, provided that the marketplace cryptographically verifies each NFT’s owner’s rights to display the NFT Media for their NFTs to ensure that only the actual owner can display the NFT Media; or (c) as part of a third party website or application that permits the inclusion, involvement, or participation of your NFT, provided that the website/application cryptographically verifies each NFT’s owner’s rights to display the NFT Media for their NFTs to ensure that only the actual owner can display the NFT Media, and provided that the NFT Media is no longer visible once the owner of the NFTs leaves the website/application (the “NFT Purchase License”). If you are a buyer of NFTs, then you acknowledge and agree that the NFT Purchase License set forth above only lasts as long as you are the valid owner and holder of the NFT associated with the licensed NFT Media. If you sell or transfer the NFT to another person, this NFT Purchase License will transfer to such other owner or holder of the NFT, and you will no longer have the benefits of such NFT Purchase License. Unless otherwise specified by the seller of an NFT in writing, your purchase of an NFT does not give you the right to publicly display, perform, distribute, sell or otherwise reproduce the NFT or its related NFT Media for any commercial purpose. If you sell an NFT, you agree that you will not have any claims against Resource for any breach of these NFT ART UA Terms by a purchaser, including if they make commercial use of the related NFT Media in breach of these NFT ART UA Terms. We have the right to remove or refuse to post any of Your Content, including NFTs, (a) for any or no reason in our sole discretion; and (b) take any action with respect to Your Content that we deem necessary or appropriate in our sole discretion, including if we believe that Your Content violates these NFT ART UA Terms, infringes any intellectual property right of any person or entity, threatens the personal safety of Users of the NFT Marketplace or the public, or could create liability for Resource or other Users.
4. Fees and commissions
If you use the NFT Marketplace independently, without involving the administration of the NFT Marketplace, the following conditions of fees and commissions (standard conditions) apply:
The NFT Marketplace will charge a 50% processing fee of the NFT price to charity at first purchase and a 10% processing fee for all subsequent sales of the NFT on the NFT Marketplace or any Other Marketplace where the NFT was minted through our Accounts.
Creator’s, Gallery, and/or Curator royalty on the resale of the NFT on the NFT Marketplace is limited by the NFT Marketplace and is set by such User in the appropriate section at the time of the creation of such NFT item.
If you engage the administration of the NFT Marketplace for the purposes of creating NFTs, placing NFTs for sale, as well as other actions on the NFT Marketplace, the standard conditions for charging fees and commissions do not apply. In such cases, the individual terms and conditions agreed by you and the Resource and set forth in the Addendum shall apply (see Section 6). In addition to the commissions of the NFT Marketplace, the blockchain used by the market as an infrastructure requires the cost of executing smart contracts – for creating, storing, and selling of NFTs. These costs are paid by the User additionally at the time of the action.
5. Specific terms related to the Fractional ownership of real-world art objects rights which is embedded in NFT
Fractional ownership here means the form of collaborative consumption where the overall cost of a masterpiece and associated costs are split among a group of Users. At the request of Users expressed in the collective purchase of NFT, the charity organization (“Curator”) acquires a masterpiece and carries out its transportation to the storage location.
Curator has the exclusive right to reimbursement of any additional associated costs during possession for the maintenance and management of the masterpiece from Users, as described in each NFT policy. If the User does not fulfill his duty in a period of 3 (THREE) years, then his token burns out, and all its rights pass to the Curator. The storage location is described in the offer by the Curator independently in the interests of the Users. Resource deduct Curator commission like it is mentioned in Section 4 (after processing fee mentioned in Section 8) for the first sale of the NFT. When Users make a collective purchase, they get the following rights:
- easement of masterpiece possession;
- the exclusive right to a digital copy of NFT picture;
- non-exclusive right to whole masterpiece digital copy.
The full register of rights is in any case fully described in NFT.
6. Specific Terms for the Creators Platform and Creators
As part of the NFT Marketplace, Resource offers a creators platform (the “Creators Platform”) which only allows creators that are invited or otherwise approved by Resource (“Invited Creators”) to mint and sell NFTs (the “Creator’s NFTs”) associated with their original NFT Media (the “Creator’s NFT Media”). The Resource may enter into an addendum with any Invited Creator (a “Creator Addendum”) setting forth terms for using the Creator Platform as an Invited Creator. If there is a conflict between a Creator Addendum and these NFT ART UA Terms, the provisions of the Creator Addendum shall take precedence for such Invited Creator. Invited Creator hereby grants to Resource a perpetual, irrevocable, and exclusive right and license to use, reproduce, and display the Creator’s NFT Media in connection with the promotion of the Creator’s NFT Media, the Creator’s NFTs, and the NFT Marketplace. For clarity, unless otherwise specified in a Creator Addendum, the exclusive license granted above means that Invited Creator cannot itself, or grant to any other party any right to, use, reproduce, display the Creator’s NFT Media in connection with non-fungible tokens or any other blockchain collectibles, platforms or services. In order for Resource to exercise its rights to the Creator’s NFT Media, the Invited Creator will provide Resource with high-resolution images and other embodiments of such NFT Media as reasonably requested by Resource. Resource shall have the sole control over the promotion and marketing of the Creator’s NFTs, including the sole discretion to select certain Creator’s NFTs or Invited Creators to participate in events hosted by Resource. As reasonably requested by Resource, the Invited Creator will support Resource in the promotion or marketing of the Creator’s NFTs through participation in the marketing activities as agreed upon by the parties in a Creator Addendum. In connection with the promotion of the Creator’s NFTs, the Invited Creator hereby grants Resource a right to use the name, image, photo, biography, signature and likeness of the Invited Creator solely in connection with the marketing and promotion of the Creator’s NFTs. The Invited Creator will not engage in any promotion or marketing of the Resource, the NFT Marketplace, or any Creator’s NFTs in a manner that is misleading or deceptive or not in compliance with applicable law. Invited Creator must disclose any material connection between Invited Creator and Resource in any such promotion in a clear and conspicuous manner, including in close proximity to any such marketing statements. Invited Creator will not promote or market the Creator’s NFTs in a manner intended to give buyers the impression that such NFTs are investment products or that they can expect capital appreciation or derive profits from purchase of such NFTs, or indicate that such NFTs may be characterized as securities or any other form of regulated investment product in any applicable jurisdiction. If requested by Resource, the Invited Creator will reasonably cooperate with Resource to validate the authenticity of the Creator’s NFTs and the Creator’s NFT Media. The Invited Creator acknowledges and agrees that Resource will charge a platform fee like it is mentioned in Section 4 (after processing fee mentioned in Section 8) for the first sale of the Creator’s NFTs on the Creator Platform. For the avoidance of doubt, any use of or interaction with the Creator Platform by any User (including an Invited Creator) is governed by terms in this Section 6 and the rest of these NFT ART UA Terms not in direct contradictory with terms in this Section 6.
7. Copyright Policy
The Resource may, but is not obligated to, monitor the NFTs, NFT Media and Your Content uploaded to the NFT Marketplace for any infringement of a third party’s intellectual property rights. However, Resource cannot undertake to review all such content before it is posted on the Service, and cannot ensure prompt removal of objectionable content after it has been posted. Accordingly, the Resource assumes no liability for any action regarding transmissions, communications, or content provided by any user or third party. If you believe that any text, graphics, photos, audio, videos or other materials or works uploaded, downloaded or appearing on the Services have been copied in a way that constitutes copyright infringement, you may submit a notification to our legal department, by providing the following information in writing: identification of the copyrighted work that is claimed to be infringed; identification of the allegedly infringing material that is requested to be removed, including a description of where it is located on the NFT Marketplace; information for our copyright agent to contact you, such as an address, telephone number and e-mail address; a statement that you have a good faith belief that the identified, allegedly infringing use is not authorized by the copyright owners, its agent or the law; a statement that the information above is accurate, and under penalty of perjury, that you are the copyright owner or the authorized person to act on behalf of the copyright owner; and the physical or electronic signature of a person authorized to act on behalf of the owner of the copyright or of an exclusive right that is allegedly infringed. Notices of copyright infringement claims should be sent by mail to: [email protected]. It is our policy, in appropriate circumstances and at our discretion, to disable or terminate the accounts of Users who repeatedly infringe copyrights or intellectual property rights of others. Any User of the NFT Marketplace who has uploaded or posted materials identified as infringing as described above may supply a counter-notification. When we receive a counter-notification, we may reinstate the posts or material in question, at our sole discretion. To file a counter-notification with us, you must provide a written communication (by fax or regular mail or by email) that sets forth: your name, address, telephone number, e-mail address, and 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 access to it was disabled; and a statement under penalty of perjury that you have a good faith belief that the material was removed or disabled as a result of mistake or misidentification of the material to be removed or disabled. Please note that you will be liable for damages if you materially misrepresent that content or an activity is not infringing the copyrights of others.
8. Verification and Payment
When you make purchases through NFT ART UA, including, without limitation, any purchase for NFTs, you must provide and maintain valid payment information in connection with your nftartua.com Account. You represent and warrant that you are authorized to use the payment method you use via the NFT Marketplace to make any purchase. You authorize us to charge your payment method for the total amount of your purchase price. Your order may be suspended or canceled for any reason, including if the payment method cannot be verified, is invalid, or is otherwise not acceptable. Other payments terms for purchases are set forth in the relevant sections of the nftartua.com Terms. We have no liability to you or to any third party for any claims or damages that may arise as a result of any payments or transactions that you engage in via the NFT Marketplace or any other payment or transactions that you conduct via the NFT Marketplace. We do not provide refunds for any purchases that you might make on or through the NFT Marketplace – whether for NFTs or anything else. You will be solely responsible to pay any and all sales, use, value-added and other taxes, duties, and assessments (except taxes on our net income) now or hereafter claimed or imposed by any governmental authority associated with your use of the NFT Marketplace or NFTs, except for income taxes levied on us as a result of such purchases of NFTs. For charity purposes, NFT Marketplace will charge a 50% processing fee of the purchase price for each sale of the NFT on the Platform.
9. Assumption of Risks
Any purchase or sale you make, accept or facilitate outside of the NFT Marketplace of an NFT will be entirely at your risk. You acknowledge that you have obtained sufficient information to make an informed decision to purchase an NFT, including carefully reviewing the code of the smart contract and the NFT, and fully understand and accept the functions of the same. We do not control or endorse purchases or sales of NFTs outside of the NFT Marketplace. We expressly deny and disclaim any liability to you and deny any obligation to indemnify you or hold you harmless for any losses you may incur by transacting, or facilitating transactions, in NFTs outside of the NFT Marketplace. Certain parts of the NFT Marketplace may display, include or make available content, data, information, applications, or materials from third parties (“Third Party Materials”). By using the NFT Marketplace, you acknowledge and agree that Resource is not responsible for examining or evaluating the content, accuracy, completeness, availability, timeliness, validity, copyright compliance, legality, decency, quality or any other aspect of such Third Party Materials. We do not warrant or endorse and do not assume and will not have any liability or responsibility to you or any other person for any third-party services, Third Party Materials, or for any other materials, products, or services of third parties.
10. Governing Law and Dispute Resolution
These NFT ART UA Terms, your access to and use of the NFT Marketplace and Your Content, NFT Medias shall be governed by and construed and enforced in accordance with the laws of Ukraine, without regard to conflict of law rules or principles of Ukraine, or any other jurisdiction that would cause the application of the laws of any other jurisdiction. You and Resource agree that any dispute, controversy or claim which may arise between us out of or in connection with these NFT ART UA Terms or the entering into force, conclusion, alteration, execution, breach, termination or validity thereof, your access to and use of the NFT Marketplace, Your Content, NFT Medias shall be settled by mandatory binding arbitration, rather than in court. An arbitral award shall be final for the parties. The language to be used in the arbitral proceedings shall be English or Ukrainian.
11. Changes to these Terms
We may update our Terms from time to time. We will notify you of any changes by posting the new Terms on this page.
You are advised to review these Terms periodically for any changes. Changes to these Terms are effective when they are posted on this page.
12. Acceptance of these Terms
You acknowledge that you have read these Terms and agree to all its terms and conditions. By using the website/applications or its Services you agree to be bound by these Terms. If you do not agree to abide by the terms of these Terms, you are not authorized to use or access our website/applications and its Services.