FloraForms Terms

  • Last Edited Time: February 9, 2024 4:54 PM
  • Last Edited By: Stefan Ecker

TERMS AND CONDITIONS SALE AND PURCHASE AGREEMENT

CONCERNING

FLORAFORMS INSCRIPTIONS

By buying and selling a digital artwork on Bitcoin (“Ordinal”) you agree to the terms herein (hereinafter “Agreement”).

If you buy, you are hereinafter the “Purchaser” and if you sell (or transfer), you are the “Seller”.

Harto, born 1993 in Spain, is the artist of the digital artworks of the FloraForms collection on Bitcoin. The project is a collaboration between Harto and Belvedere Museum Vienna established, managed and executed by Arties. Harto is referred to as the “Artist”.

Purchaser, Seller and Artist are together hereinafter the “Parties”

This Agreement regulates the sale and purchase OF DIGITAL ARTWORKS  INCLUDED IN THE FLORAFORMS COLLECTION ON BITCOIN.

It sets out the duties and rights between the Purchaser and the Seller, but also between the Purchaser and the Artist.

By buying an Ordinal you, as Purchaser OR Seller OR future Seller agree to comply with the sale and purchase procedure and conditions according to this Agreement.

*Arties GmbH, Crypto Valley, Zug, is the project partner of the Artist and the organiser of the FloraForms collection (hereinafter “Arties”). Arties is no party to this agreement, unless it acts as a Seller or Purchaser. For the initial sale of Mint Passes please refer to the Terms and Conditions of of Arties.org.*

1. Object

1.1 The Ordinals

  • The Ordinals (NFTs on Bitcoin) are part of the Arties X Belvedere X Harto X Vivid collection called FloraForms, which contains 10000 (ten thousand) artworks of the Artist. The total supply is.
  • “Inscription” is a digital entry on the Bitcoin Blockchain that come in the form of a metadata encoded on a Satoshi, the smallest Bitcoin unit and certifies digital assets, in context with this Agreement, a digital artwork of the artist Harto, generated randomly by a generative code;
  • **“**Ordinal” is an NFT on Bitcoin created by attaching data such as images to an individual Satoshi on the Bitcoin Blockchain.

2. Sale and Purchase

  • The Seller agrees to sell and the Purchaser agrees to buy the Ordinal.
  • The purchase price and (crypto-)currency shall be defined according to the trading platform (e.g. Gamma, Magic Eden) and the payment is executed by Wallets of the Seller and Purchaser

3. Transfer, Delivery and Storage

3.1 Ordinal

  • The Ordinal shall be automatically transferred and delivered to the Wallet of the Purchaser by execution of a script.

4. Intellectual Property Ownership, Licenses and Restrictions

The copyright, trademark and other applicable intellectual property rights of the digital artwork(s) remains with the Artist and Belvedere Museum and may not be used except as permitted under this Agreement. The Artist does not grant, by implication, estoppel, or otherwise, any license or right to use any Artist Intellectual Property or Ordinals 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. Artist grants the Purchaser a limited, non-exclusive, non-transferable, revocable license to access and use the digital artwork for your own PERSONAL AND PRIVATE, non-commercial use only. In particular, the Artist grants the Purchaser the following rights:

  1. Right to access the digital artwork 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 digital artwork in accordance with the provisions in this Agreement.

The License as defined herein will automatically transfer to the subsequent owner, and such other owner will be deemed the owner and will be subject to these Terms, and you, as the Seller or transferor of the digital artwork, will cease to have any further rights to such to the Ordinal or underlying Ordinal IP.

5. REPRESENTATIONS AND WARRANTIES

  • ANY REPRESENTATIONS AND WARRANTIES ARE EXCLUDED TO THE EXTENT PERMITTED BY LAW.

6. Secondary Fees

  • For any sale of the Ordinal you acknowledge and agree that 1-10% of the purchase price will be credited to the Trading Platform, to the Artist and to Arties GmbH, executed by the Platforms Contracts.

7. Limitation of Liability

  • THE LIABILITY OF ARTIST, SELLER AND PURCHASER IS LIMITED TO WILLFUL INTENT AND GROSS NEGLIGENCE (ART. 100 SWISS CODE OF OBLIGATIONS). ANY LIABILITY ARTIST, SELLER AND PURCHASER IS FOR ASSOCIATES IS EXCLUDED (ART. 101 SWISS CODE OF OBLIGATIONS).
  • THE CUSTODIAN IS NOT LIABLE FOR ACCIDENTAL DESTRUCTIONS OF THE PANTING OR DAMAGES (EVENTS SUCH AS FIRE, WATER, THEFT AND THE LIKE).

8. Assumption of Risk

  • There are risks associated with using Internet-based digital assets such as Ordinals 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.
  • The prices and markets of NFTs and Ordinals are extremely volatile. Variations in the price of other digital assets could materially and adversely affect the value of your Ordinal and there is no guarantee that Ordinals 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 Ordinals on the secondary market.
  • 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 assets 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 assets due to loss of your private keys, custodial errors or purchaser error, mining attacks, hacking, security weaknesses, fraud, counterfeiting, cyberattacks and other technological difficulties.
  • The regulatory regime of governing Blockchain technologies, cryptocurrencies and tokens is uncertain. Therefore, new regulations or policies may materially affect the value of your digital assets. 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 digital assets.

9. Taxes

You are solely responsible for determining what, if any, taxes apply to your NFT/Ordinal-related transactions. The Artist and Arties are not responsible for determining the taxes that apply to your transactions on the Platform or other digital asset-related transactions.

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

  • Each Party has to comply with the AML-Regulation and Sanctions Regime of his/her/its residence country or place of business.

11. Miscellaneous

  • BENEFITS AND RISKS WITH REGARD TO THE DIGITAL ARTWORKS SHALL PASS TO THE BUYER UPON PURCHASE OF THE ORDINALS.
  • This Agreement constitutes the sole agreement of the Parties and supersedes all oral negotiations and prior writings with respect to this agreement hereof.
  • The rights and obligations arising from this Agreement may not be transferred to a third party in full nor in part, other than by selling/purchasing the digital artwork.
  • 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.
  • THE RIGHTS AND OBLIGATIONS FROM THIS AGREEMENT MAY ONLY BE TRANSFERRED BY SELLING THE DIGITAL ARTWOK

12. Governing Law and Juristiction

  • 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.
  • Any disputes arising hereunder shall be brought before the courts of ZUG, SWITZERLAND.
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