Latest version 7 June 2023

These Terms and Conditions (“T&Cs” or the “Agreement”) set out rights and obligations of Arties LLC, CH-170-4019688-7, Blegistrasse 11B, 6340 Baar (“Arties”, “we”, “us”, “our”) 

and you (“you” or “user”)

regarding 

These legally binding T&Cs apply to any use of our Platform and govern the contractual relationship between the User and Arties. We will notify you of any additional terms where required. If you do not agree to be bound by these T&Cs, you may not use the platform, in particular not acquiring a Mint Pass or Access Pass.

These Terms do neither govern the purchase (or other acquisition or transfer) of Tokens as such on the secondary market (e.g. via an third-party marketplace like opensea.io) nor your corresponding relationship with the former owner (seller) of the Token.

1. Definitions

In this Agreement, unless the context requires otherwise, the following expressions shall have the following meanings: 

1. “Arties Virtual Gallery” is the Gallery of Arties in meta verse where Asset-backed NFTs / Painting’s are digitally displayed;
2. “Access Pass” is based on a Token, which contains a smart contract and gives the possibility to claim and receive a random NFT of a NFT Mint Pass Collection;
3. “Agreement” means this agreement containing a right to future units of Tokens purchased by the Purchaser for the purpose of investment;
4. “Artist” means the Artist who created and supplied the NFT artwork and created the Painting in case of asset-backed NFTs;
5. “Artists NFTs” means the NFTs which certificates digital and in some cases also physical assets backed to NFT;
6. “Artists NFT” means the Non-fungible Token, which can be claimed on the website of Arties by owning a Mint Pass;
7. “Artwork” means the Painting or the digital picture;
8. ”Blockchain” means the Ethereum Blockchain or Bitcoin Blockchain network;
9. “Bitcoin” ” means the crypto currency Bitcoin;
10. “Custodian” means the place where the physical artworks shall be returned after sale of the Asset-backed token;
11. “Earnings” means creator participations on the resale of the NFT artwork on the platform OpenSea;
12. “ETH” means the crypto currency Ethereum;
13. “NFT” means Non-fungible Token, a unit of data stored on a digital ledger, called a Blockchain, that certifies a digital asset to be unique and therefore not interchangeable; NFT is used for Mint Passes, Access Passes and Artists’ NFTs;
14. “Asset-backed NFT” means a Non-fungible Token, which certifies a digital asset and a physical artwork (“Painting”) of an Artist;
15. “Non-asset-backed NFT” means a Non-fungible Token, which is not backed to an physical asset and certifies digital assets;
16. “Mint Pass” is based on a Token, which contains a smart contract and gives the possibility to claim and receive a random NFT of a specific NFT Mint Pass Collection; 
17. “OpenSea” means the digital platform where the Mint Passes and/or NFTs can be traded;
18. “Painting” is a physical artwork as defined in the Meta Data of the NFT attached to the Painting;
19. “Smart Contract” means a self-executing contract with the terms of the agreement between buyer and seller being directly written into lines of code (in the token) existing across a distributed, decentralized Blockchain network;
20. “Specific NFT Terms” are the terms contained in the Meta Data of an NFT setting out the sale and purchase agreement as well as the rights and duties an owner of a NFT has;
21. “Token” in the context of this Agreement means either NFT, Mint Pass or Access Pass;
22. “Token Generation Event” means the date where the where the token (Mint Pass) of the specific collection will be officially minted on the website of the company;
23. “User” means anyone using the Platform Arties.org or acquiring a Mint Pass, Access Pass or NFT initially and directly from Arties;
24. “Wallet Address” means a private key based on crypto technology, where coins and NFTs can be received, sent and stored.

2. Platform and User

1. You affirm that you are over the age of 18, as the Platform is not intended for children under 18.
2. The User must provide accurate and complete registration information when and if an account for the Platform is created.
3. You are solely responsible for the security of your account and your Wallet.
4. You will only be able to interact with the Platform if your Ethereum electronic wallet is connected and unlocked through your Wallet account (e.g. MetaMask, Xverse, Unisat). There is no other way to sign up as a User or to interact with the Platform.
5. Transactions that take place on the Platform are managed and confirmed via the Ethereum or Bitcoin Blockchain. You understand that your Ethereum or Bitcoin public address will be made publicly visible whenever you engage in a transaction on the Platform.
6. Arties never acts as custodian of any NFTs or Crypto Currency which have been acquired by a user.
7. Arties reserves the right to terminate, suspend or restrict your access to its Platform, services and any Account(s) if there is reasonable suspicion by us that the person logged into your Account(s) is not you or if we suspect that the Account(s) have been or will be used for any illegal, fraudulent, or unauthorized purposes. Under no circumstances shall Arties or indemnified persons in accordance with these Terms be responsible or liable for any direct or indirect losses (including loss of profits, business or opportunities), damages or costs suffered by you or any other person or entity due to any such termination, suspension or restriction of access to any Account(s).
8. 8 You agree to use the Platform only for purposes that are legal, proper, and in accordance with these Terms and any applicable laws or regulations.

3. Artists

1. The Artist represents and warrants that works minted on the Platform are original creations and contain only original artistic content or AI generated content based on the artistic content or content otherwise authorized for use by the Artist
2. Arties is allowed to delist any items of the Artist in case of infringements, without having to compensate the Artist or User.
3. The Artist agrees to indemnify Arties and to be held liable for any claim against Arties arising out of the Artist’s breach of these T&C. Artist hereby releases and forever discharges Arties from any damages or causes of action resulting from a sale of any of the Artist’s listed Artwork.

4. Initial sale and purchase of NFT “Mint Pass” 

4.1 Sale and Purchase of Mint Pass

1. By minting or purchasing a MINT PASS you as a Purchaser are only acquiring an ERC721A or ERC1155 token and nothing more. The Mint Pass can be used to claim a specific NFT which represents a digital art piece. Arties is willing to sell and you are willing to buy the chosen Mint Pass.
2. The Mint Pass shall be automatically be transferred and delivered to the Wallet of the Purchaser by execution of the Smart Contract, at the Token Generation Event (timing at sole discretion of Arties) through Smart Contract after having paid the purchase price as indicated and defined on Arties.org.
3. Benefits and risks with regard to the Mint Pass shall pass to the Buyer upon purchase of the Mint Pass.
4. With payment by the user and the transfer of the “Mint Pass” to the wallet of the Purchaser, Arties has fulfilled all contractual duties.
5. You cannot claim any other rights, in particular, Arties is not granting that you will be able to Purchase further NFTs or receive any Perks. Especially Arties is not granting that any digital Artwork will be available other than the one mentioned in the Meta Data of the Mint Pass at the time of the initial purchase. Owning a Mint Pass does not guarantee access to anything or guarantee any generation of value.
6. Subject to change without prior notice, by proving possession of a “Mint Pass” we might grant you special perks (see section 4.2), but are not obliged to do so.
7. For any secondary sales of Mint Passes, Arties is no more a party to these future purchase and sales contracts.
8. You are obliged to inform the third party you are selling or transferring the Mint Pass to, about the rights connected or not connected to the Mint Pass and acknowledge that you cannot transfer more rights than you actually have.

   4.2 No Perks granted with Mint Pass

9. As a Purchaser and subsequent owner of a Mint Pass you might receive special Perks, experiences or opportunities as determined by Arties in its sole discretion (“Perks”) as associated with the applicable Mint Pass. 
10. Arties does not make any representations, warranties or guarantees that any owner will receive any Perks or achieve any particular outcome because of owning a Mint Pass or Access Pass. Especially we do not grant that you will be eligible to claim NFTs.
11. Arties reserves the right, at its sole discretion, to restrict, limit, or deny any Perks to any owner. This includes e.g. to limit the period of time when a Perk is available, at any time. Perks are not intended to be an endorsement of any project, creator, Mint Pass, individual or any other thing, and Arties makes no recommendation and provides no investment advice in connection with any Perks or otherwise as a result of holding or owning a Mint Pass.
12. The “Roadmaps” published by Arties only show possibilities and ideas, BUT CONTAIN NO BINDING OFFERS OR PROMISES. THE ROADMAP is not binding for Arties and can be changed any time FOR ANY REASON.

    4.3 License regarding Artworks represented by Mint Pass

13. The Artist of the Mint Pass grants the Purchaser a limited, non-exclusive, non-transferable, revocable license to access and use the NFT / digital picture and the Painting for your own personal/PRIVATE, non-commercial use only. In particular, the Artist grants the Purchaser the following rights: 
    1. Right to access the Mint Pass for display on websites and applications, such as for your user profile on social media; 
    2. Right to publicly display the Digital Artwork for your personal use, including, without limitation on your social media channels, provided that you include the caption, including copyright credit about the Artwork 
    3. Right to resell the Mint Pass in accordance with the provisions in this Agreement. 
14. The copyright, trademark and other applicable intellectual property rights of the Painting and the Digital Artwork remains with the Artist and may not be used except as permitted under this Agreement or under the specific Agreement to the Mint PAss. The Artist does not grant, by implication, estoppel, or otherwise, any license or right to use any Artist Intellectual Property or Mint Passes in a manner inconsistent with this Agreement without the prior written permission of the Artist and/or any third party that may own additional intellectual property.
15. You acknowledge and agree, that Arties can continue to display the Digital Artwork and Painting attached to the Mint Pass you own.
16. You acknowledge and agree, that the license granted to you will end as soon as you have sold or transferred the Mint Pass. 
17. The License is assigned to the new owner if the Mint Pass, by transferring the NFT to any secondary purchaser.

    4.4 REPRESENTATIONS AND WARRANTIES MINT PASS

18. The Mint Passes are offered “as is”. Any representations and warranties are excluded to the extent permitted by law.

    4.5 Limitation of Liability Mint Pass

19. The liability of Arties IS limited to willful intent and gross negligence (art. 100 swiss code of obligations). Any liability of Arties for associates is excluded (Art. 101 swiss code of obligations).
20. ALso REFER TO SECTION 10 BELOW WHICH IS ALSO BINDING FOR THE SALES AND PURCHASE AGREEMENT.

    4.6 Secondary fees Mint Pass

21. You acknowledge and agree that for any secondary sales secondary fees are automatically transacted to the Artist, Arties and the Marketplace (depending on marketplace up to 15%, please check the Terms and Conditions of the Marketplace and information shown for each transaction). You acknowledge agree to these fees and provisions and you wave any reclaim rights.

5. NFT “Access Pass”

22. The Access Pass is a NFT which can be airdropped to the Wallet of Mint Pass owners at the unilateral discretion of Arties. The terms of the Mint pass above (section 4.) apply analogously to the Access Pass, as well as any other NFTs initially provided by Arties or initially required by you. Arties is not a party to any secondary sale of the initial Purchaser.

6. Claiming NFTs with your Mint Pass or Access Pass

23. Should you ever be eligible to claim a NFT from the Platform (which is a “Perk” according to section 4.2 which is not guaranteed), you have to agree to the Specific NFT Terms indicated during the mint process, linked in the Description and contained in the Meta Data of the respective NFT. The Specific NFT Terms take precedence over these T&Cs here, with the following exception.
24. For the initial claim of the NFT, Arties is the “Seller” and you as the initial claimant are the “Purchaser”, according to the special NFT-terms attached to the claimed NFT, which will be the binding Purchase and Sales agreement.
25. If you as the initial purchaser decide to sell (or transfer) the initially claimed NFT to a third party, then Arties won’t be a party to any agreement between the applicable buyer, seller, or facilitator of the secondary sale, with the exception of receiving secondary fees.
26. You represent and warrant that you will notify the subsequent owner of the Specific NFT Terms and require the subsequent owner to comply and agree with these terms.
27. By Minting through the Site or through any other method of acquisition (including by bidding in an auction), you agree that you are submitting a binding offer to purchase an NFT, you agree to pay all applicable fees associated with the transaction, and you authorize Arties to automatically charge and collect such fees from your payment instrument or wallet.
28. If you are an initial purchaser, then all amounts due are to be paid to Arties. If you are not the initial purchaser of a NFT, then amounts may be paid to the seller of such NFT.
29. You acknowledge and agree that for any secondary sales secondary fees are automatically transacted to the Artist, Arties and the Marketplace (depending on marketplace up to 15%, please check the Terms and Conditions of the Marketplace and information shown for each transaction). You acknowledge agree to these fees and provisions and you wave any reclaim rights. No refunds are permitted except with respect to any statutory warranties or guaranties that cannot be excluded or limited by law.
30. The Rights that an Artist grants to the Purchaser of an NFT are mentioned in the specific NFT-Terms to be found in the Meta Data and Description of each NFT. Should no specific NFT-Terms exist, then the license terms of 6.3 are applicable.
31. If you claim an Asset-backed NFT from Arties, you are buying or acquiring a physical Painting at the same time. Legal ownership is transferred to you depending on where the Painting is located (possession by third party or possession by the current owner, please refer to the information provided on Arties.org or on the Marketplace): 
32. a. Painting is in possession of a Custodian (third party)
    Legal ownership is either directly transferred to you through the immediate possession of the Painting by a Custodian (third party) who will be notified about the change of ownership by Smart Contract and who then will possess the Painting for you. In this case, if you buy an Asset-backed NFT, you will automatically get full legal ownership of the Painting by buying the NFT (Art. 714 para. 1 and Art. 924 Swiss Civil Code).
    OR 
    b. Painting is in possession of the current owner
    You just get the right to claim “your” Painting and get the legal ownership by way of taking it into possession by yourself. The Painting needs to be physically handed over to you by the current owner (Art. 714 para. 1 and Art. 922 Swiss Civil Code) or by a representative (Art. 923 Swiss Civil Code). This means in this case, that if you buy an Asset-backed NFT you will get full legal ownership only once you get the Painting handed over to you.
33. Please note that you are responsible to adequately insure your Painting and that you have to pay any costs, taxes or customs regarding this transaction, including if you claim the Painting to be sent to your address. If you claim the painting, please note that the token will be locked for trading. For further information, please refer to the Special NFT Terms.
34. For any secondary sales Arties is no more a party to these future purchase and sales contracts.

7. Intellectual Property Ownership, Licenses and Restrictions

35. The names, logos, brands, texts, software, trademarks or registered trademarks and any other intellectual property involved in the Platform are all owned by Arties, unless stated otherwise, e.g. the Digital Artworks and Paintings created by the Artists.
36. Arties owns a license for the exclusive use of commercial and derivative rights of the Art and we alone have the right to utilize, modify, transform and resell recreations of the Art.
37. We provide you with a personal, non-exclusive, non-transferrable and right to use our Platform. Unless otherwise stated, nothing contained on the Platform shall be construed as granting you with any license or right to use any Content, copyright, patent or trademark or logo or any proprietary rights or goods of Arties, other than for the purposes set out herein.
38. Only if you have our written permission to download, transmit, copy, distribute, reproduce, republish or post or if you want to download, display and print just one copy of the Content for your personal and non-commercial use, are you allowed to do so. You are not allowed to modify the Content in any way and must adhere to all copyright, trademark and other proprietary notices, except where you have the right to do so.

8. Privacy Policy

39. You acknowledge and agree with the separate Privacy Policy. Only if you have our written permission to download, transmit, copy, distribute, reproduce, republish or post or if you want to download, display and print just one copy of the Content for your personal and non-commercial use, are you allowed to do so. You are not allowed to modify the Content in any way and must adhere to all copyright, trademark and other proprietary notices, except where you have the right to do so.

9. Secondary Fees

40. You acknowledge and agree that for any secondary sales secondary fees are automatically transacted to the Artist, Arties and the Marketplace (depending on marketplace up to 15%, please check the Terms and Conditions of the Marketplace). You acknowledge agree to these fees and provisions and you wave any reclaim rights.

10. Limitation of Liability / REPRESENTATIONS AND WARRANTIES

41. The liability of Arties IS limited to willful intent and gross negligence (art. 100 swiss code of obligations). any liability of Arties for Associates is excluded (Art. 101 swiss code of obligations).
42. In no event shall arties and its Affiliates be liable to any user for any lost data or content, lost profits, loss of revenues, loss of goodwill, loss of anticipated savings, business interruption or for any indirect, incidental, special, consequential, exemplary or punitive damages arising out of or relating to the Services provided under this Agreement, even if the potentially liable Party has been advised of the possibility of such damages, and notwithstanding the failure of essential purpose of any limited remedy.
43. Links to other websites are provided as a convenience to users, we do not have any control over the content of these websites and do not endorse any of the content. Any liability in connection with external websites is excluded.
44. Any representations and warranties are excluded to the extent permitted by law.

11. Assumption of Risk 

45. There are risks associated with using Internet-based digital assets such as NFTs and cryptocurrency, including, but not limited to, the risk of hardware, software and Internet Connections, the risk of malicious software introduction, and the risk that third parties may obtain unauthorized access to information stored within your electronic wallet. You accept and acknowledge that the Artist and Arties will not be responsible for any communication failures, disruptions, errors, distortions or delays you may experience when using the Ethereum or Bitcoin Blockchain, however caused.
46. The prices and markets of NFTs are extremely volatile. Variations in the price of other digital assets could materially and adversely affect the value of your NFT and there is no guarantee that NFTs will have or retain any value. You accept and acknowledge that the Artist and Arties will not be responsible for the risks of engaging in any transactions relating to your NFTs on the secondary market.
47. The Artist and Arties do not make any promises or guarantees related to the Ethereum Foundation, the Ethereum or Bitcoin blockchain, or any third parties related to the NFTs or the Platform (including any of their services, as well as to the continued availability of or the protection of storage or any data you provide to those parties). You accept and acknowledge that the Artist and Arties will not be responsible for any loss of access to your NFTs due to loss of your private keys, custodial errors or purchaser error, mining attacks, hacking, security weaknesses, fraud, counterfeiting, cyberattacks and other technological difficulties.
48. The regulatory regime of governing Blockchain technologies, cryptocurrencies and tokens is uncertain. Therefore, new regulations or policies may materially affect the value of your NFT. You accept and acknowledge that the Artist and Arties will not be responsible for the risk of changes to the regulatory regime governing Blockchain technologies, cryptocurrencies and tokens, which may materially affect the use and value of the NFTs.
49. Upgrades or hardforks to the Ethereum or Bitcoin network and/or other Blockchain protocols or a change in how transactions are confirmed on the Blockchain may have unintended, adverse effects on the NFT.

12. Indemnification

50. You agree to hold harmless and indemnify us and our parent, subsidiaries, affiliates, officers, agents, employees, advertisers, licensors, suppliers or partners from and against any claim, liability, loss, damage (actual, consequential, direct, indirect) of any kind or nature, suit, judgment, litigation cost and attorneys’ fees arising out of or in any way related to
    1. your breach of these Terms;
    2. your violation of applicable laws, rules or regulations in connection with your access to or use of the Token and/or the Art represented by the Token.
51. We reserve the right, at our own expense, to assume the exclusive defence and control of any matter otherwise subject to indemnification by you (and without limiting your indemnification

13. Taxes

52. You are solely responsible for determining what, if any, taxes apply to your NFT-related transactions. Arties is not responsible for determining the taxes that apply to your transactions on the Platform or other NFT-related transactions, including the shipping of a physical Painting. 

14. Anti-Money Laundering Laws , Sanctions and applicable laws

53. You understand, acknowledge and agree, that exports, re-exports and in-country transfers of an asset-backed-NFT can be subject to customs, regulations, rules according to the laws of your residence country / place of business.
54. Each Party has to comply with the AML-Regulation and Sanctions Regime of his/her/its residence country or place of business.

15. Miscellaneous

55. You understand, acknowledge and agree, that exports, re-exports and in-country transfers of an asset-backed-NFT can be subject to customs, regulations, rules according to the laws of your residence country / place of business.
56. The rights and obligations arising from this Agreement may not be transferred to a third party.
57. We reserve the right to change these TCs at any time and will notify you of any changes by posting them on Arties.org. Changes will be effective from the date we post them.
58. If one or more provisions of this Agreement are held to be unenforceable under applicable law, the Parties agree to renegotiate such provision in good faith. In the event that the Parties cannot reach a mutually agreeable and enforceable replacement for such provision, then
    1. such provision shall be excluded from this Agreement, 
    2. the balance of the Agreement shall be interpreted as if such provision were so excluded and 
    3. the balance of the Agreement shall be enforceable in accordance with its terms. 
        
        
59. The rights and obligations from this Agreement may not be assigned or transferred to a third party.

16. Governing Law and Juristiction

60. This Agreement and the rights and obligations of the Parties hereunder shall be construed under and governed by Swiss Law. The United Nations Convention on Contracts for the International Sale of Goods 1980 (CISG) and the provisions of international private law shall not apply.
61. Any disputes arising hereunder shall be brought before the courts of Zug, Switzerland.

Contact us here: [email protected]