These Terms and Conditions ("Terms") apply to the collections of digital artworks represented by non-fungible tokens ("Collection") minted by a smart contract deployed to the Ethereum blockchain by Digital Fine Art AG, 54 Baarerstrasse, 6300 Zug, Switzerland ("DFA").
By acquiring one of the non-fungible tokens from the Collection ("NFT"), you as the NFT owner ("you") are bound and must abide by these Terms, which, together with any referenced documents, constitute a legally binding agreement between you and DFA. If you hold the NFT on behalf of a company or other entity, then “you” includes you and that entity, and you represent and warrant that (a) you are an authorized representative of the entity with authority to bind the entity to these Terms, and (b) you agree to these Terms on the entity’s behalf.
You acknowledge and agree that the Collection is made available solely for entertainment purposes, and the purchase of the NFT is not intended to constitute an investment according to applicable law. You are solely responsible for identifying and assessing all risks associated with owning and trading the NFT. Further, nothing in these Terms or on the DFA's website or social media is intended to be an offering of securities in any jurisdiction, nor does it constitute an offer or an invitation to purchase shares, securities, or other financial products. Due to the artistic nature of the project, DFA has not been registered with or approved by any regulator in any jurisdiction. It remains your sole responsibility to ensure that the purchase of the NFT and the associated art is in compliance with laws and regulations in your jurisdiction.
If you are the owner of the cryptocurrency wallet address holding the NFT, you own the NFT associated with the below explicitly mentioned rights to the underlying digital artwork made available at the link referenced in the NFT metadata ("Art"). DFA will use commercially reasonable best efforts to choose accessible and long-lasting storage, maintain the link, and keep the Art available. However, it cannot guarantee that the link will be available permanently and without any interruption. All intellectual property rights to the Art remain vested in DFA or the respective artist, as the case may be.
For as long as you are the owner of the NFT and subject to your continued compliance with these Terms, you are granted a non-exclusive, revocable, worldwide, royalty-free, non-sublicensable license to use, copy, and display the purchased Art as is, i.e., the complete arrangement of all layers, features, attributes, and other elements, solely for the following purposes:
For the avoidance of doubts, you may not:
You acknowledge and agree that DFA retains a right to publicly display and otherwise use the Art alongside other arts from the Collection for the purpose of promoting or exhibiting the entire Collection, DFA, or the respective artist.
Nothing in this Terms gives you any other rights to the Art, other intellectual property rights, including any trademark, trade name, brand, design, or other rights belonging to DFA or the artist, other than the rights explicitly mentioned above. To avoid doubts, you have no rights to the Collection as such, other non-fungible tokens from the Collection and any of the other digital artworks, or any trademarks, brand name, or trade name associated with the Collection.
When exercising your rights granted by these Terms, you may not use the NFT or the Art in a manner that:
To the extent applicable law authorizes you to bring a claim for infringements based upon the unauthorized use of your NFT or the Art, you agree that:
DFA has no obligation to support the resolution of or resolve any disputes that may arise between you and owners of other NFTs from the Collection.
DFA reserves a right to disable, remove, or take down the link to the Art in case you use the NFT or the Art for unlawful activities or purposes, breach the license terms or any of the restrictions or obligations set in these Terms. You acknowledge and agree that DFA's exercise of this right does not constitute a waiver of any other rights or remedies available to DFA in connection to your breach.
You may resell the NFT, provided you do so on a marketplace or platform that supports secondary royalties for the benefit of the original creator and DFA, and you acknowledge that such resale will be subject to the secondary royalties as specified on the respective marketplace. You further acknowledge that additional fees not imposed by DFA, such as the blockchain transaction fee, may apply.
By selling or otherwise transferring the NFT, you forfeit all rights vested in the NFT, including the right to use, copy, and display the Art. Except as expressly provided in these Terms, ownership of the NFT and the rights to the Art granted by these Terms are not separable in any way, and you may not engage in any transaction or activity that purports to decouple the rights from the NFT.
Upon the transfer of the NFT to a new owner, as recorded by the smart contract:
You represent and warrant that you:
You are fully liable and agree to indemnify and hold DFA harmless from and against any loss, damage, liability, claim, demand, costs, fines, or penalties, including reasonable attorneys’ fees and expenses, made by any third party due to or arising out of your:
You represent and warrant that you:
You are fully liable and agree to indemnify and hold DFA harmless from and against any loss, damage, liability, claim, demand, costs, fines, or penalties, including reasonable attorneys’ fees and expenses, made by any third party due to or arising out of your:
The NFT and the Art are provided "as is" and "as available" without warranty of any kind, express or implied. Without limiting the foregoing, DFA explicitly disclaims any implied warranties of any functionality or utility of the NFT, merchantability, fitness for a particular purpose, quiet enjoyment, and non-infringement.
To the maximum extent permitted by the applicable law, DFA's liability is limited to damages resulting from DFA's gross negligence and intent; and to direct property damage or personal injury. In all other cases, DFA's liability is excluded to the maximum extent permitted by the applicable law.
In the case of a split of the underlying blockchain (hard fork), DFA decides, at its own discretion, which version of the blockchain will be supported for the NFT.
DFA is not responsible for determining or paying any taxes that apply to any purchase, sale, or transfer of rights in the NFT. As between the parties, you are solely responsible for determining what, if any, taxes apply to such transactions.
DFA reserves the right to change these terms in certain cases, such as in case of legislative changes having an impact on the NFT or DFA's activity, if any provision becomes invalid or illegal, or if DFA wants to extend the rights granted under these Terms. Such changes will be effective from the date of publication on the DFA's website [insert link] ("Website"). You should review the Terms on a regular basis. Any changes to the Terms will apply from the date of their publication. Your continued access to or use of the NFT and the Art after the Terms have been updated will constitute your acceptance of the updates.
Notices: Notices must be given in text form and need to be communicated:
Severability: If any provision of these Terms (in whole or part) is held to be illegal, invalid, or otherwise unenforceable, the other provisions will remain mutatis mutandis in full force and effect.
No waiver: The failure of DFA to enforce any of the provisions of these Terms or any rights with respect thereto may in no way be considered as a waiver of such provisions or rights or in any way affect the validity of the Agreement between the parties.
Governing Law & Jurisdiction: These Terms and all claims based upon, arising out of, or in relation to the Agreement are governed by and construed in accordance with the substantive laws of Switzerland, excluding its conflict of law provisions and the United Nations Convention on Contracts for the International Sale of Goods (CISG). The ordinary courts at the seat of DFA have jurisdiction over all disputes arising from or in connection with these Terms.
