(Last Modified: 20 June 2023)Introduction
”) form a contract between you (“your
” or “User(s)
”) and Artisant Inc. (the “Company
” or “our
”), and governs your access to and use of the ARTISANT Collect Platform (“Platform
”). The Platform includes the website (https://collect.artisant.io), and related services and apps.
By using, visiting or accessing the Platform, you agree to accept and be bound by the terms and conditions set out in these Terms and the policies referenced herein and/or available by hyperlink. Please read these Terms carefully and in its entirety.
On this Platform, we will assist creators in displaying their works and assist Users in collecting these works in their digital collection (“My collection”), as well as assist Users in minting the works collected in their collections as NFTs, which will each embed certain artistic works related to fashion and design (for example, clothing, footwear and accessories). The works underlying the NFTs are collectively referred to as the “Works
”.Definitions and Interpretation
In these Terms, unless the context otherwise requires, the following words and expressions shall have the following meanings:
” means any person that uses the Services and the Platform, including Artists and NFT holders.
” means a creator who provides their Works to be displayed and minted on the Platform.
“Intellectual Property Rights
” includes all the worldwide rights, titles and interests including but not limited to copyright and related rights, trade marks, business names and domain names, rights in get-up, goodwill and the right to sue for passing off, rights in designs, rights in software, database rights, rights in confidential information (including know-how), patents, rights to inventions, trade secrets, and all other intellectual property and similar rights which subsist or will subsist now or in the future in any part of the world.
” means a Third Party Service Provider that has been licenced and authorised by the Company to provide certain Services to the User.
” means non-fungible cryptographic tokens that have been generated and issued on the Platform.
“Minting” means the process of converting the Works collected in the Users’ digital collection into NFTs by way of generating metadata consisting of Works on the Platform and uploading this metadata to blockchain as a non-fungible token with ERC-721 standard on the Polygon blockchain.
” means any data, whether true or not, about an individual who can be identified (a) from that data; or (b) from that data and other information to which we have or are likely to have access, including data in our records as may be updated from time to time. Examples of such Personal Data include an individual’s name, NRIC, passport or other identification number, telephone number(s), residential address, email address and any other information relating to any individual.
” means all services, features or functions provided by the Company via the Platform and the software used to provide the Platform, including but not limited to displaying Works and making them available for collection as well as the generation and minting of NFTs.
“Third Party Service Provider(s)
” means any third party service provider which provides services which are necessary in order for us to operate the Platform and/or provide the Services and any third party service provider which we engage in relation to the storage and/or processing of Content and Personal Data.
” shall have the meaning as defined in Clause 1.4
above.Prices and Fees
Collecting time limitations and Minting fees
You agree and acknowledge that the Works will be made available for collecting and minting according to different “Rarity” introduced by the Platform. Rarity type will define the time limitation to collect the Works with specific Rarirty as shown below. In addition, Rarity will also define the number of NFTs made available for minting, as well as the Minting fee, as shown below.
You agree that the Platform has the right to collect a fee for Minting (“Minting Fee”). Unless otherwise determined by the Company and made known to you from time to time, the applicable Rariry System and Minting Fees shall be as defined below.
You agree to the automated collection and disbursement to the Company of such Platform Fees.
Rarity types and time/NFTs number limitations:
- Common: 72 hours free claim / 450 NFTs for minting
- Uncommon: 48 hours / 400 NFTs
- Rare: 24 hours / 350 NFTs
- Epic: 16 hours / 300 NFTs
- Legendary: 8 hours / 250 NFTs
- Exotic: 4 hours / 200 NFTs
- Mythic: 2 hours / 100 NFTs
- Common: $0.5 in MATIC
- Uncommon: $1 in MATIC
- Rare: $1.5 in MATIC
- Epic: $2 in MATIC
- Legendary: $3 in MATIC
- Exotic: $7 in MATIC
- Mythic: $15 in MATIC
You agree that Platform can amend and update the Rariry system, Works’ collecting time limitation, NFTs minting number limitations and Minting fees at its own discretion and without any prior notification.
The relevant decentralized blockchain platform may require the payment of a fee (“Gas
”) for every transaction that occurs on it. Except as otherwise explicitly stated in writing, you acknowledge and agree that you will incur the Gas in relation to each and every transaction associated with you via your use of the Platform and the Services. You acknowledge and agree that under no circumstances will a contract, agreement, offer, sale, bid, and/or other transaction on the Platform be invalidated, revocable, retractable, or otherwise unenforceable on the basis that the Gas for the given transaction was unknown, too high, or otherwise unacceptable to you. You also acknowledge and agree that Gas is non-refundable under all circumstances.
You are solely responsible for determining the amount of applicable taxes for the transactions you carry out on the Platform and will be solely responsible to pay any and all sales, use, value-added and other taxes and/or duties claimed or imposed by any governmental authority associated with your use of the Platform and our Services.
All transactions on the Platform are final and all fees are non-refundable except at the sole discretion of the Company (for Platform Fees and other fees within its control) or applicable third parties (Artists, Ethereum miners, etc.).
Disclaimer: No Gambling, Securities or Financial Advice
You acknowledge and agree that the non-fungible tokens ("NFTs") minted on the Platform are not intended to constitute, and shall not be construed as, securities, stocks, bonds, or any other financial instruments under any applicable laws, regulations, or jurisdictions. The NFTs do not represent, confer, or entitle the holder to any ownership interests, dividends, profit-sharing, voting rights, or any other rights typically associated with securities or financial instruments.
You further acknowledge and agree that any information, materials, or services provided by the Company, its affiliates, or representatives, including, but not limited to, those related to the NFTs, the Platform, or any transactions facilitated therein, shall not be considered or relied upon as financial, legal, tax, or investment advice. Users are responsible for conducting their own due diligence and consulting with appropriate professional advisors before making any decisions concerning the acquisition, holding, or disposal of NFTs, or any other actions related to the platform or the services provided by the Company.
You further acknowledge and agree that the NFTs minted on the platform and any activities associated therewith, including, but not limited to, the creation, acquisition, holding, or disposal of NFTs, do not constitute a lottery, gambling, or any form of wagering under any applicable laws, regulations, or jurisdictions. The Platform and the services provided by the Company are not intended to promote, facilitate, or engage in any form of gambling, and the Parties expressly agree not to use the platform, the NFTs, or any related services for any such purposes.
By using the Platform or any services provided by the Company, Users expressly agree to the terms of this Disclaimer and acknowledge that they fully understand the nature of the NFTs and the limitations on their use as set forth herein.Eligibility and Minting
You confirm that:
- you are more than 18 years old;
- you have not been restricted by us in using any of the Services or minting any NFTs; and
Save that we will comply with all applicable law relating to data privacy, nothing in these Terms shall be deemed to impute an obligation of confidentiality on us with respect to your registration information. If required by law (including a court order and a government or regulatory demand or requirement having the force of law), we will disclose such information, including but not limited to your registration information, as so ordered.
For security purposes, including the investigation of whether any User is using the Platform for fraud, money laundering, insider trading and/or other unlawful activity, we have the right, and sole discretion, to immediately:
Anti-Money Laundering Provisions
- restrict your access to the entire Platform or parts thereof;
- suspend the provision of Services to you;
- report your activity to the relevant law enforcement officials and provide evidence in support for such officials to conduct their investigations; and/or
- take any action which we deem appropriate to the circumstances.
We reserve the right:
- at any time, to require you to provide additional information and documents at the request of any competent authority or in accordance with any applicable laws and regulations in relation to anti-money laundering or combating the financing of terrorism;
- to share submitted information and documentation to third parties to verify the authenticity of the submitted information and you agree to this by using our Services; and
- to suspend and/or terminate your account, withhold, suspend, restrict or terminate our provision of Services to you or any transactions carried out by you (whether partially or fully completed) on the Platform, if you do not promptly provide us with the requested information or upon our discovery of any actual or suspected fraudulent activity, money laundering, criminal activity, and/or acts that are contrary to these Terms.
- You have the sole responsibility of ensuring that you have the legal rights in accordance with applicable laws to engage in any and all transactions carried out on this Platform. To make sure all transactions are legally compliant, we may (but we are not obliged to) review the legality of the transactions carried out by you and take necessary actions in accordance with applicable laws and regulations.
You warrant that you will comply with any and all rules, regulations and/or applicable laws and regulations governing the practice of law in your jurisdiction in connection with the use of the Services.
You agree not to:
Our Intellectual Property Rights
- use the Platform or Services other than as authorised and in accordance with these Terms;
- copy our content, the Works or use the Services for any other purpose that is not envisaged within these Terms;
- copy, modify, translate or create derivative works of our content, the Works and/or Services or any part thereof;
- send spam or other unwelcomed communications to others, or act in an unlawful, defamatory, libellous, abusive, discriminatory or otherwise objectionable manner as determined by us, through the use of our Services and the Platform;
- use any device, software, routine or use the Services in any way that interferes with any application, function, or use of the Services, that is intended to damage, detrimentally interfere with, surreptitiously intercept, or expropriate any system, data, or communication, including but not limited to our security mechanisms of the Platform;
- reformat, frame or mirror the Services;
- decompile, disassemble or reverse-engineer the underlying software or application that is part of the Services or otherwise attempt to derive its source code;
- use the Services either directly or indirectly to support any activity that is illegal, fraudulent, abusive and/or amoral including but not limited to violating our Intellectual Property Rights or that of others;
- use the Services in such a way or attempt to commercially exploit any part of the Services without our permission, including without limitation modify any of the Service’s content in any way, or copy, reproduce, publicly display, distribute or otherwise use or communicate them for any public or commercial purpose without our permission;
- access and/or use the Services for purposes of monitoring its availability, performance or functionality, or for any other benchmarking or competitive purposes; and
- authorise any third parties to do any of the above.
- You acknowledge and agree that Minting of NFTs on the Platform may be limited or restricted at the Company’s sole discretion without prior notice to you, without giving any reason, and without liability to you or any person. Such restrictions may be applied by virtue of you being from a restricted jurisdiction, regulatory treatment in certain jurisdictions or otherwise.
We own all Intellectual Property Rights in our content, the Platform and the Services. You can only use our Intellectual Property Rights for the specific purpose of using the Platform and/or obtaining the Services provided by us.
These Terms do not convey any proprietary interest in or to our Intellectual Property Rights.Indemnification by the User
To the fullest extent permitted by applicable law, you agree to indemnify, defend and hold harmless the Company from and against all actual or alleged third-party claims, damages, awards, judgments, losses, liabilities, obligations, penalties, interest, fees, expenses (including, without limitation, attorneys’ fees and expenses) and costs (including, without limitation, court costs, costs of settlement and costs of pursuing indemnification and insurance), of every kind and nature whatsoever, whether known or unknown, foreseen or unforeseen, matured or unmatured, or suspected or unsuspected, in law or equity, whether in tort, contract or otherwise (collectively, “Claims
”), including, but not limited to, damages to property or personal injury that are caused by arise out of or are related to:
NFT Holder Rights to Underlying Works
- your misuse of the Service, the Content, the Works and/or NFTs;
- your violation of these Terms; and
- your violation of the rights of a third party.
- You agree to promptly notify the Company of any third-party Claims and cooperate with the Company in defending such Claims. You further agree that the Company shall have control of the defence or settlement of any third-party Claims. This indemnity is in addition to, and not in lieu of, any other indemnities set forth in a written agreement between you and the Company.
- Except where otherwise provided in these Terms, where you have incurred any liability to us, whether arising from or under these Terms or otherwise howsoever arising, we may without notice to you set-off the amount of such liability against any liability of us to you arising from or under these Terms, whether either such liability is liquidated or unliquidated, present or future, accrued or contingent.
Unless parties have agreed otherwise, this Clause 6 shall apply.
- Where applicable, the NFT holder is granted a limited, worldwide, non-assignable, non-sublicensable, royalty-free license to use the Work underlying the relevant NFT (legally owned and properly obtained by the NFT holder) for non-commercial purposes and for other purposes envisioned in these Terms.
- The NFT holder’s limited license to use the Work for non-commercial purposes, includes, but is not limited to:
- for the purpose of promoting, sharing, commenting, discussing the NFT holder’s ownership of the relevant NFT, or interest in the Work (eg. on social media platforms, blogs, digital galleries, decentralised virtual worlds, galleries, museums, virtual environments, and any other internet-based media platforms); and
- (where applicable) for the purpose of listing the relevant NFT on third-party exchanges, platforms, marketplaces or applications in association with an offer to sell, or trade, the NFT associated with the underlying Work.
- For the avoidance of doubt, the NFT holder acknowledges and agrees that it may not, nor permit any third party to, do or attempt to do any of the foregoing without the explicit consent in writing of the Platform:
- use the Work for commercial purposes, including selling copies of the Work, selling access to the Work, selling derivative works incorporating the Work, or commercially exploiting the Work via other means;
- modify, distort, mutilate, or perform any other modification to the Work which would be prejudicial to the Artist’s/author’s honour or reputation;
- use the Work to advertise, market, or sell any third-party product or Service;
- use the Work in connection with images, videos, or other forms of media that depict hatred, intolerance, violence, cruelty, or anything else that could reasonably be found to constitute hate speech or otherwise infringe upon the rights of others;
- 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;
- sell, distribute for commercial gain, or otherwise commercialize merchandise that includes, contains, or consists of the Work;
- attempt to trademark, copyright, or otherwise acquire additional Intellectual Property Rights in or to the Work;
- attempt to mint, tokenize, or create an additional cryptographic token representing the same Work, whether on or off of the Platform;
- falsify, misrepresent, or conceal the authorship of the Work; or
- otherwise utilize the Work for the NFT holder’s or any third party’s commercial benefit.
Assumption of Risk
- Unless expressly provided for in writing by the Company, the NFTs on the Platform are provided on an ‘as is’ and ‘as available’ basis without warranties or conditions of any kind, either express or implied.
- The Company makes no representations or warranties as to the quality, origin, or ownership of any content or Works found in relation to the NFTs. The Company shall not be liable for any errors, misrepresentations, or omissions in, of, and about, the content, nor for the availability of the content.
- NFTs are cryptographic tokens that are recorded and maintained on a decentralized blockchain platform. You acknowledge and agree that the Company does not guarantee that it can/will transfer the ownership of the relevant NFT to you upon purchase.
- Access to the Platform
- We will endeavour to the best of our abilities, within commercially reasonable means, to ensure that the Platform and the Services are available at all times.
- Notwithstanding the foregoing, we:
- do not warrant that your use of the Services will be uninterrupted or error-free or that the Services will meet your requirements;
- are not responsible for any delays, delivery failures, or any other loss or damage resulting from the transfer of data over communications networks and facilities, including the internet;
- shall not be responsible for non-performance of the Platform or Services caused by any use that is contrary to our Terms, instructions, or modification or alteration by any party other than us or our representatives, and will only provide support to correct such non-performance at our sole discretion; and
- shall not be responsible for any loss or damage arising from your failure to keep your passwords secure and confidential.
- You acknowledge that the Services may be subject to limitations, delays and other problems inherent in the use of such facilities.
Limitation of Liability
- You acknowledge and accept that the risk of lack of market acceptance and adoption, market volatility, lack of a secondary market for trading and/or restrictions on trading in a secondary market, unforeseen software bugs, volatile price fluctuations of the resources used, cybersecurity issues or disruptions remain and the Company shall not be liable to you for any loss, damage or delay caused by the delay or failure of the minting of NFTs on the Platform, cyber hacking, fraud or any form of cybercrimes committed against the Company, the Platform or you in respect of all matters.
- The regulatory status of cryptographic tokens, including NFTs, digital assets and blockchain technology is unclear or unsettled in many jurisdictions. In the event that any relevant authority makes changes to existing laws, regulations and/or rules or financial institutions make commercial decisions and such changes/decisions negatively impact the provision of Services, the Platform or the NFTs in various ways, the Company shall be entitled to cease the Services and operation of the Platform in any jurisdiction without incurring any liability whatsoever to you.
- Due to the relatively nascent nature of the blockchain technology, the relevant blockchain may also be prone to periodic congestion, failure, or cyberattack, during which the delivery of the relevant NFTs being minted on the Platform may be delayed indefinitely or irretrievably lost due to no fault of ours. Accordingly, you acknowledge and accept that no liability whatsoever is assumed by us for losses or delays to you caused by any such factors.
- You acknowledge and accept the risks of dealing with smart contracts, losing money due to fluctuations in the price of digital assets (including but not limited to NFTs minted on this Platform).
Third Party Service Providers
- Subject to Clause 9, we shall not be liable whether in contract, tort (including for negligence or breach of statutory duty), misrepresentation (whether innocent or negligent), restitution or otherwise for:
- any loss of profits, sales, revenue, business, data, use, goodwill or other intangible losses, or pure economic loss;
- any indirect, incidental, exemplary, punitive or consequential loss, costs, damages, charges or expenses;
- any actions taken by us in good faith in accordance with the information and instructions you have provided in connection with the Services;
- any loss or damage caused by malware, distributed denial-of-service attack, or other harmful material that may infect your device, programs, data or other proprietary material due to your use of the Platform or Services;
- any damages relating to your access to, use of, or inability to access or use the Platform or Services;
- any damages relating to any conduct or content of any third party or another User, including without limitation, defamatory, offensive, unlawful or illegal conduct;
- any content, services or goods provided by a related party to any Third Party Service Provider, including the quality of such services or goods;
- any consequences arising in connection with any event which occurs by reason of forces outside of our control. This includes any event, or a series of related events, that is outside of our reasonable control, including but not limited to acts of God, acts of civil or military authority, acts of customs authorities, national emergencies, industrial action, fire, abnormally adverse weather conditions, earthquakes, catastrophes, wars, insurrections, riots, security threats, pandemics and/or material network or other material telecommunications failures and material delay by common carriers.
Modification to the Service
- You acknowledge that we may engage and incorporate the services of Third Party Service Providers (who may include our Licenced Partners, as the case may be) to assist in providing and/or enhancing the Services, these.
- You hereby consent and authorise us to delegate the authorisations you provide to us to such Third Party Service Providers as we deem necessary to provide the Services to you.
- Our Services may be provided by or may incorporate the services provided by Third Party Service Providers (“Third Party Services”). The use of Third Party Services will require your agreement to certain additional terms and conditions provided by the applicable Third Party Service Provider. By using our services, you hereby agree to the applicable terms of service and privacy policies (as the case may be) of such Third Party Service Providers.
- You hereby expressly waive and release any and all claims, actions or otherwise which you have or may in the future have against the Company, its affiliates, and their respective directors, officers, employees, agents, representatives, shareholders, successors and assigns arising from your use or interaction with any Third Party Services. You further acknowledge and agree that the Company shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with use of or reliance on any Third Party Services.
- To the maximum extent permitted by the applicable law, we reserve the right in our sole and absolute discretion, to amend, modify, alter or supplement these Terms and the Services provided from time to time, without prior notice to you.
- You should check back on the Platform often to confirm that your copy and understanding of these Terms is current and correct. Your non-termination or continued use of the Platform and Services after the effective date of any amendments, changes, or updates constitutes your acceptance of these Terms, as modified by such amendments, changes, or updates.
Governing Law and Dispute Resolution
- The Company may, without notice and in its sole discretion, terminate these Terms and your right to access or use the Service at any time, and for any or no reason. You acknowledge and agree that we shall have no liability or obligation to you in such event and that you will not be entitled to a refund of any amounts that you have already paid to us, to the fullest extent permitted by applicable law.
- Termination of these Terms shall not affect the effect of Clauses 6, 8, 9, 12, 13, 17, 18, 19, 20 and 21.
- No termination shall release you from any liability which at any time of such termination has already accrued to the Company or which may accrue thereafter in respect of any act, omission or breach prior to such termination.
- Any dispute arising out of or in connection with this Agreement, including any question regarding its existence, validity or termination, shall be referred to and finally resolved by arbitration in Singapore, administered by the Singapore International Arbitration Centre (“SIAC”) in accordance with the Arbitration Rules of SIAC (“SIAC Rules”) for the time being in force, which rules are deemed to be incorporated by reference in this Clause. The seat of the arbitration shall be Singapore. The Tribunal shall consist of one arbitrator. The language of the arbitration shall be English.
No failure or delay by a party to exercise any right or remedy provided under these Terms or by law shall constitute a waiver of that or any other right or remedy, nor shall it preclude or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall preclude or restrict the further exercise of that or any other right or remedy.Severability
No one other than a party to these Terms, their successors and permitted assignees, shall have any right to enforce any of its Terms.