Terms of Service

1. ABOUT US

We are Blockchain Competence Center (BCC for short) based in Hamburg, Germany. You can reach us at info@nftangibles.io.

2. OUR WEBSITE AND THESE TERMS

These Terms of Use are a binding agreement that governs your access to and use of the Site, including, but not limited to, your purchase of NFTs offered by BCC, your use of the software and services offered in connection with such NFTs, and any additional digital or physical offerings provided by us in connection with such NFTs (collectively, the “Service”).

3. NFTANGIBLES BUSINESS CASE

The works of world-famous artists are scarce and proven valuable. Plus: The value of these works is very likely to increase further as more and more wealthy collectors enter this limited-supply market. We make tangible works by artists like Andy Warhol or Pablo Picasso tradeable per NFT. How? The artworks that are up to sale receive a unique token and are securely stored in a specialized art vault. They don´t have to be moved for change of ownership from that point on. The buyer can pick up his/her possession at any time. Or resell it at via OpenSea (or any other compatible platform). So it is fair to say that NFTangibles is now here to combine the market of value-proven, tangible works of art with the convenience of trading NFTs. To do so, we co-operate with renowned art galleries around the globe who support us to choose the best, underrated artworks and guarantee the authenticity of every single piece. Each work of art that comes up for sale is assigned a unique token address. This token address acts as proof of ownership. Meaning: The owner of the token address is proven to be the owner of the artwork. After the initial sale, the artwork is stored in an art vault and will not be moved from then on. NFTangibles bears the costs for the storage (for at least 10 years). The buyer of the artwork is now free to resell it at any time via NFT or to pick it up from the vault when ever he/she pleases. Like the initial sale, the resale is done via OpenSea. It works just like trading with any other NFT. Of course, the buyer can also transfer the NFT to another marketplace which is compatible. The acutal artwork remains in the art vault, it doesn´t have to be moved when ownership changes.

4. HOW TO BUY NFTS?

The NFTs representing the ownership of the physical artworks are offered for sale or auction on OpenSea – unless otherwise announced in individual cases. To purchase an NFT through OpenSea, you must install a browser extension called MetaMask or a similar wallet that is compatible with OpenSea. MetaMask is a digital wallet and service provider that allows you to buy, store and transact cryptocurrencies. If you lose access to your digital wallet (e.g. if you lose the physical device on which your wallet is stored and/or the password or seed stage required to recover the wallet), you will no longer be able to access your NFT.

5. STORAGE AND REMOVAL OF THE ARTWORK

When you purchase an NFT, the artwork associated with the NFT initially remains in our possession. The artwork will be stored by us in a bonded warehouse (freeport) in Switzerland. If an artwork is destroyed or damaged during the period of storage in the bonded warehouse and is deemed a total loss, the current owner of the corresponding NFTangible NFT may request a corresponding replacement NFTangible NFT from us. We will endeavor to comply with your request, but we may not be able to do so and may offer you an alternative option. Our decision is final and you agree that the replacement artwork or payment made by us is your sole remedy in respect of the destroyed or damaged artwork. You acknowledge that the NFTangible NFT associated with the damaged or destroyed artwork must be sent to us before any payment is made or a replacement artwork is issued.

How to remove a work of art from the bonded warehouse (freeport)

The owner of the NFT associated with the artwork can collect it in person or have it shipped to them at any time for a fee. If you withdraw an artwork from the bonded warehouse, you agree to pay all costs, import duties and taxes incurred in shipping the artwork to the address you provide. See clause 9 for details.

6. SECONDARY MARKETPLACES AND THIRD PARTY WEBSITE

You may sell, trade or distribute your NFT on secondary marketplaces, platforms or exchanges operated by third parties (“Secondary Marketplaces”). Note that NFTs purchased through OpenSea may not be compatible with all Secondary Marketplaces and we do not guarantee the availability or functionality of any Secondary Marketplace.

Any Secondary Marketplace on which you sell, trade or distribute your NFTangibles NFT must contain terms of use that restrict the purchaser’s rights to the NFT in a manner consistent with Section 8.

Our Website may contain links to other websites or platforms, including secondary marketplaces (collectively, “Third Party Sites”). For example, we may include a link to a secondary marketplace where we believe you can trade your NFTs. If you click on such a link, we may not warn you that you have left our Service and are subject to the terms and conditions and privacy policy of a Third Party Site. You agree that your use of third-party websites is at your own risk, even if we provide links to those websites on our website. You should review all applicable terms and conditions and make any necessary or appropriate inquiries before proceeding with any transaction on a third party site.

References or links to third party websites are provided for your convenience and information only. Such links should not be construed as an endorsement by us of the third party sites. We have no control over the content of those third party sites and disclaim any liability or responsibility for the content of any third party sites referenced or accessed through our Service. The fact that we have listed a Secondary Marketplace on our website is not a guarantee or endorsement that such Secondary Marketplace supports an NFTangible NFT or facilitates all possible transactions with an NFTangible NFT.

You acknowledge and agree that we are not a party to any agreement or transaction in which you trade an NFTangible NFT on a Secondary Marketplace that was originally purchased through our Service, whether or not we received a commission or fee as a result of the transaction. We will not be liable for any losses you incur as a result of fees or other amounts you did not receive or for any amounts you are required to pay in connection with a transaction that takes place on secondary marketplaces or other third party websites.

7. LINKS TO OUR WEBSITE

In connection with the sale of an NFTangible NFT, you may link to our website, provided you do so in a way that is fair, not misleading, legal and does not damage our reputation or take advantage of it. You must not establish a link in such a way as to suggest any form of association, approval or endorsement on our part where none exists. You must not establish a link to our site on any website that is not owned by you and you must not frame our site on any other website. We reserve the right to withdraw the above linking permission without notice.

8. INTELLECTUAL PROPERTY RIGHTS

Except as permitted by law, you may not reproduce, distribute, transmit, disseminate, create derivative works from, perform, display or otherwise exploit material (or any part thereof) on our Website or through our Service, other than artwork and digital artwork purchased by you.

License for the image of the artwork

You have the right to display and share the image of the artwork associated with your NFTangible NFT: (i) for the purpose of sharing the digital artwork on secondary marketplaces in connection with the sale, transfer or trade of your NFTangible NFT; and (ii) for the purpose of sharing your purchase or ownership of your NFTangible NFT on social media and digital platforms. As noted above, you have no rights or licenses to the artwork other than ownership of that physical piece.

While you may sell, transfer or trade the NFTangible NFT, you do not have the right to use the image of the Artwork for commercial purposes, including, but not limited to, any of the following acts for commercial purposes: (i) reproducing or making or selling copies of the Artwork Image; (ii) modifying or creating derivative works of the Artwork Image; (iii) incorporating the Artwork Image into other works or media forms; (iv) minting, tokenizing or creating an additional cryptographic token, including an NFT, that depicts or is associated with the Artwork Image; or (v) otherwise using the Artwork Image for commercial purposes.

If you sell, transfer or burn the NFTangible, or if your ownership of the NFTangible NFT is relinquished for any other reason, your rights and interests in the NFTangible NFT and the Artwork Image will immediately and automatically terminate.

9. TAXES AND DUTIES

If you withdraw an artwork from bonded warehouse, the cost of shipping the artwork (and any applicable VAT, sales tax, use tax or other taxes payable to us) will be payable by you and will be charged once you provide a delivery address. We will notify you of these charges and payment arrangements prior to shipping the artwork.

If import duties and taxes are due, you are solely responsible for their payment. We do not collect or pay import duties and taxes on your behalf. You must pay all amounts due directly to the relevant customs authority. We are unable to provide guidance on import duties and taxes and recommend that you check with your local customs authority for details. If you do not pay the applicable import duties and taxes, you may not be able to receive your artwork. We accept no liability for you in such a case.

If you collect the artwork in person, you indemnify us against all accompanying payments, in particular taxes and duties.

10. PAYMENT METHODS

Please refer to OpenSea.

11. COMPLAINTS

If you have any questions or complaints about the Service please email us at info@nftangibles.io

12. BLOCKCHAIN AND SMART CONTRACTS – RISK OF USE

Transactions made through the Service utilize experimental technologies, including cryptographic systems such as smart contracts, blockchain, NFTs, cryptocurrencies, the Interplanetary File System (“IPFS”), and decentralized or peer-to-peer networks and systems. You acknowledge and agree that you understand and accept that all of these technologies are experimental, that there are inherent risks associated with their use, and that we are not liable or responsible for any resulting errors, failures, risks or vulnerabilities.

The Service, the Ethereum Blockchain and the NFTangible NFTs may be affected by regulatory actions, laws or proposed laws or policies that may limit your ability to access the Service, the Ethereum Blockchain, your NFTangible NFT or your digital artwork, your ability to transfer your NFTangible NFT, or your ability to access or view the digital artwork. You acknowledge and agree that you understand this risk.

You acknowledge and agree that we are not liable or responsible for any errors, failures, risks or vulnerabilities arising from your use of the Service, smart contracts, blockchain, NFTs, cryptocurrencies, IPFS and related networks and systems (including, but not limited to, your ability to access the Service, your NFTangible NFT or your digital artwork, your ability to transfer your NFTangible NFT, or your ability to access or view the digital artwork).

You acknowledge and agree that we are not liable or responsible for any errors or failures caused by you, such as forgotten passwords or incorrectly entered addresses.

The purchase of NFTangible NFTs made through the Service will be executed through one or more smart contracts on the Ethereum blockchain. Smart Contracts may be subject to malfunctions, errors, including programming errors, hacking and theft, or changes to the protocol rules of the blockchain, which may adversely affect the Smart Contracts and expose you to a variety of risks of loss, including the risk of loss of your NFTangible irst NFT or cryptocurrency or loss of the ability to purchase or redeem your NFT. You acknowledge and agree that you understand this risk.

You acknowledge and agree that once the Smart Contract has been executed in connection with the purchase of an NFTangible NFT, it cannot be reversed and therefore there will be no refund.

The Service and the Ethereum Blockchain may be subject to cyber-attacks and unauthorized third party activity (including but not limited to the use of viruses, phishing, Sybil attacks, mining attacks, 51% attacks and brute-forcing), unexpected spikes in activity or other operational or technical difficulties (including weaknesses in our own security) and disruptions that may cause interruptions or delays to the Service. You acknowledge and agree that we are not liable for any of the foregoing or any other attacks or for any damage, loss or interruption caused by viruses that may infect your computer or other devices or your wallet. You further acknowledge and agree that such attacks may impair your ability to access the Service, your NFTangible NFT or your Digital Artwork, your ability to transmit your NFTangible NFT, or your ability to access or view the Digital Artwork.

You acknowledge and agree that you may be subject to certain regulatory risks in transactions involving NFTangible NFTs, including those relating to the tax treatment of NFTs or cryptocurrencies, and whether NFTs could be considered securities or another regulated class of assets.

We do not own or control the Ethereum Blockchain, MetaMask or any other third party websites or services that you may access, visit or use to utilize the Service. You acknowledge and agree that we are not liable for the acts or omissions of such third parties or third party services, nor are we liable for any loss or damage you may suffer as a result of your transactions or other interaction with such third parties or third party services.

You acknowledge that you have a sufficient understanding of the operation, use, storage, transmission mechanisms and other essential features of blockchain technology, NFTs, digital assets, digital wallets and cryptocurrencies to understand these Terms of Use and to recognize the risks and implications of purchasing NFTangible NFTs. You acknowledge and agree that you have sufficiently informed yourself to make an informed decision about purchasing an NFTangible NFT, including (if you choose to do so) reviewing the code of the smart contract, the Hirst NFT metadata and the NFTangible NFT, and the storage system used for the digital artwork, and that you fully understand and accept the features of the same and any associated risks.

By making a payment using a cryptocurrency, you acknowledge and agree that we accept no liability for your payment not reaching us, including but not limited to cases where the payment via the Ethereum blockchain was unsuccessful. It is solely your responsibility to confirm that your cryptocurrency payment has been received and accepted by us.

You acknowledge and agree that your purchase of an NFTangible NFT complies with applicable laws and regulations in your jurisdiction.

You acknowledge and agree that certain information about your transaction, including your digital wallet address, may be publicly available on the Ethereum blockchain.

13. OUR LIABILITY AND GENERAL DISCLAIMERS

References to liability in this clause 13 include any liability arising out of or in connection with these Terms of Use, including but not limited to liability in contract, tort (including negligence), misrepresentation, restitution or otherwise.

Nothing in these Terms of Use shall be construed as excluding or limiting in any way our liability to you where it would be unlawful to do so. This includes liability for death or personal injury caused by our negligence, our liability for fraud or fraudulent misrepresentation or any other liability which cannot be excluded or limited under applicable law.

Subject to clause 13.2, our total liability to you in connection with the purchase or sale of an NFTangible NFT, including any claims in connection with the artwork and your use of the Service, is limited to the original sale price (first sale on OpenSea), regardless of the cause of action. You acknowledge and agree that your contract under these Terms of Use is directly with us and that no other party affiliated or associated with us shall have any liability to you.

Subject to clause 13.2, in no event will we be liable to you for:

(iv) damages due to mining attacks, cybersecurity attacks, vulnerabilities in our security, blockchain malfunctions or other technical errors or telecommunication failures; (v) damages due to unfavorable regulatory or business interruption; (vi) damages due to the use of our services; (vi) damages due to the use of our services; (vii) damages due to the use of our services.

(v) damages resulting from unfavorable governmental decisions or actions in one or more jurisdictions (including with respect to NFTs or cryptocurrencies) or taxation of NFTs or cryptocurrencies; (vi) damages resulting from your inability to access the Service, your NFTangible NFT or your Digital Artwork, your inability to transfer your NFT, or your inability to access or view the Digital Image; (vii) any damages caused by third party vendors, including third party vendors that mint the NFTangible NFTs and/or store the NFTangible NFTs or digital images, even if such third party vendors were commissioned by Heni; (viii) any damages arising from the disclosure of personal information; (ix) any damages arising from unauthorized activities of third parties,

including, but not limited to, the introduction of viruses or other malicious code, the use of phishing, Sybil attacks, 51% attacks, brute-forcing, changes to the protocol rules of the Blockchain (i.e., “(i) – (ix) arising out of the sale or use of the NFTangible NFTs, the Digital Artwork or the Artwork or otherwise relating to these Terms of Use, regardless of the form of action, whether based in contract, tort or any other legal or equitable theory (even if the party has been advised of the possibility of such damages and regardless of whether such damages were foreseeable).

We make no representations or warranties of any kind, express or implied, and assume no liability in connection with these Terms of Use, the Service, the NFTangible NFTs, or the Artwork or Digital Images, including without limitation any representations, warranties or conditions of merchantability fitness for a particular purpose, title and non-infringement, functionality or technical quality or performance of any NFTs, the Service, the Smart Code, the condition of the NFTangible NFTs, the Digital Images or the Artwork or the Software, or that the NFTangible NFTs are free of viruses or other harmful components; any such representations are expressly disclaimed, and no statement, whether oral or written, shall be deemed to be such a representation or warranty.

The laws of some countries do not allow some or all of the disclaimers, limitations or exclusions described above. This is particularly true if you are a consumer. If these laws apply to you, some or all of the above disclaimers, limitations or exclusions may not apply to you and you may have additional rights.

We are not responsible for any losses caused by the seizure of a shipment of an artwork to another country or state, or for the risks of restricted transportation by any government or authority.

We are not responsible to you or any other party for any errors or discrepancies that occur or appear in the quality or resolution of the NFTangible NFTs, digital images or other content provided through the Service.

14. RESTRICTIONS

We are not permitted to engage in transactions with any person, entity or country prohibited by applicable export control and sanctions laws and regulations of the United States and other applicable governmental authorities, including, without limitation, the U.S. Export Administration Regulations and U.S. Sanctions Regulations (“Export Control and Sanctions Laws”), including, but not limited to, the prohibition on transactions with: (i) nationals or residents of a country subject to U.S. sanctions or similar restrictions (currently Cuba, Iran, Syria, North Korea and the Crimea region), or (ii) persons on the U.S. Treasury Department’s list of Specially Designated Nationals or other sanctions lists. You are not permitted to purchase an NFTangible NFT from us if such purchase would violate export control and sanctions laws.

15. PERSONAL INFORMATION

We will only use your personal information as set out in our Privacy Policy.

16. DISPUTE RESOLUTION

YOU AGREE TO WAIVE ALL RIGHTS TO LITIGATE CLAIMS IN COURT. OTHER RIGHTS THAT YOU WOULD HAVE IN A COURT PROCEEDING MAY ALSO BE UNAVAILABLE OR LIMITED IN ARBITRATION.

YOU HEREBY EXPRESSLY WAIVE YOUR RIGHT TO A TRIAL BY JURY.

YOU HEREBY EXPRESSLY WAIVE YOUR RIGHT TO PARTICIPATE AS A MEMBER OF A CLASS OF PLAINTIFFS IN ANY LITIGATION, INCLUDING, BUT NOT LIMITED TO, ANY CLASS ACTION INVOLVING SUCH LITIGATION.

All disputes arising out of or in connection with this Agreement, including any question concerning its existence, validity or termination, shall be settled by arbitration. The place of arbitration shall be Hamburg, Germany. The language to be used in the arbitration proceedings shall be German. The law applicable to the contract shall be the substantive law of the Federal Republic of Germany.

17. FINAL PROVISIONS

We may reasonably change these Terms of Service at any time for security, legal, regulatory or operational reasons. If we make material changes to the Terms of Use, we will notify you as appropriate in the circumstances, for example, by posting a prominent notice or asking for your consent within the Service or by sending you an email.

We may transfer our rights and obligations under these Terms of Use to another organization. If you sell or otherwise transfer an NFTangible NFT you have purchased from us to a third party, you must transfer your rights and obligations under these Terms of Service to the new owner of the NFTangible NFT.

Except as expressly set out in clause 17.2, you may only transfer your rights and obligations under these Terms of Service if we agree in writing.

Each of the clauses of these Terms of Use applies separately. If any part of these Terms of Use is found by a court, regulator or arbitrator to be illegal or invalid, the other provisions will remain in full force and effect.

If you breach these Terms of Use and we take no action against you, we will still be entitled to exercise our rights and remedies in any other situation in which you breach these Terms of Use. The rights and remedies in these Terms of Use are cumulative and do not exclude any rights or remedies provided by law.

Except as expressly provided in clause 17.7, these Terms of Service are between you and us only and no other person shall have any right to enforce any of them.

These Terms of Service also apply to the respective owners of the NFTangible NFTs, and our obligations in these Terms of Service may be enforced by any of them to the fullest extent permitted by law as if they were a party to these Terms of Service.

The rights of you and us to terminate, rescind or agree to any modification, waiver or settlement under these Terms and Conditions are not subject to the consent of any other person.

These Terms and Conditions constitute the entire agreement between us with respect to your purchase. You acknowledge that you have not relied on any statement, promise, representation, undertaking or warranty made or given by us or on our behalf that is not contained in these Terms and Conditions and that you have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in this agreement.

These Terms and Conditions and their subject matter and formation (and any non-contractual disputes or claims) shall be governed by the laws of the State of Hamburg, Germany.

CHECK RESTRICTIONS ON PURCHASE:

In some countries, and for certain people or entities, there may be restrictions on the purchase of NFTs under applicable export control and sanctions laws and regulations or restrictions on the use of our Service, and therefore the use of our Service may be limited or restricted. See clause 14 for details.