TERMS AND CONDITIONS

Last update: 20 October 2022

Artifract Gallery (“Gallery”. “AF Gallery”) is a collection of the art pieces, decentralised on the blockchain where users (“you,” or “User”) can buy NFTs that are linked to a physical art.

These Terms and Conditions (“T&C”) govern your use of the Artifract Gallery website located at http://artifractal.com/ (including any successor URLs) (“AF Gallery Website,” “Website”), operated by Decentralised Investment Group Inc and its affiliates (“DIG,” “we,” “us”).

These T&C form a legally binding agreement between each registered or unregistered end User and DIG – please read them carefully. For the purposes of these T&C, any capitalised terms shall have the meaning assigned.

We make the Website available to you on the basis that you accept all of these T&C. By using the Website, or any site name product you are confirming that you have read, understand, and do hereby agree to be bound by all of these T&C. If you do not agree and/ or accept these T&C, then you are hereby expressly prohibited from using the Website.

We reserve the right, in our sole discretion, to make changes to, add to, or amend these Terms and Conditions at any time and for any reason. By continuing to use the Website you will be deemed to have accepted the changes, additions, or amendments to these Terms and Conditions.

The content on the Website is not intended for use by any person or entity or jurisdiction in any country where such would be contrary to law or regulation, or which would subject us to any registration requirement within such jurisdiction or country. Accordingly, any persons who access the Website while breaking their local laws are doing it on their own initiative and will have to deal with any such consequences where licable.

The Website is intended for Users who are 18 years of age or older. By accessing or using the Website, you represent and warrant that you are of legal age to form a binding contract with UFM and meet the foregoing eligibility requirements. If you do not meet all of these requirements, you must not access or use the Website.

The Website is owned and operated by Decentralised Investment Group Inc, a Bahamian corporation, having a place of business at 303 Shirley Street P.O. Box N-492, Nassau, the Bahamas.

Through the Website, you can mint NFTs and buy physical art linked to that NFT. The NFTs will represent fractions of a single painting, thus via buying an NFT the User will become a co-owner of a certain physical art. Further Users can also sell their NFTs (and hence a part of a physical art) on the secondary marketplaces.

We facilitate transactions between you and an Owner of original work via minting NFTs linked to the physical art which can be purchased by users on the Website.

As an NFT developer, we collect percent of the revenue from the NFT purchases which we display in the smart contract when you purchase NFTs. In case of the NFT sale on the secondary markets, we and the copyright owner of the physical art or a person authorised or licensed by a copyright owner are entitled to receive royalties in the amount as set out in the smart contract.

The Website may contain links or content from services not operated by DIG that provide additional content or features including but not limited payment services, digital asset wallets, NFT marketplaces etc (“Third-Party Services”). Whether or not integrated into the Website, these Third-Party Services are provided under the terms and conditions and privacy policy of the relevant third-party provider, under that provider’s sole responsibility. DIG is not responsible or liable for the availability or accuracy of the Third-Party Services, or the services, products, or content available from the Third-Party Services. Links to or use of any Third-Party Services are not an endorsement by DIG of such Third-Party Services. Please consult the relevant Third-Party Service’s terms and conditions and/or privacy policy for more information.

Unless otherwise indicated, the Website is our proprietary property, and all source code, databases, functionality, software, website designs, audio, video, text, photographs, and graphics on the Website (collectively, the “Content”) and the trademarks, service marks, and logos contained therein (the “Marks”) are owned or controlled by us or licensed to us, and are protected by copyright and trademark laws and various other intellectual property rights and unfair competition international laws and international conventions.

NFTs minted and provided for sale on the Website are DIG’s intellectual property and we are legally authorised by the intellectual property owner of the physical art to provide and sell the NFT linked to the physical art on the Website.

The Content and the Marks are provided on the Website “AS IS” for your information and personal use only. Except as expressly provided in these Terms and Conditions, no part of the Website and/or no Content or Marks may be copied, reproduced, aggregated, republished, uploaded, posted, publicly displayed, encoded, translated, transmitted, distributed, sold, licensed, or otherwise exploited for any commercial purpose whatsoever, without our express prior written permission.

Provided that you are eligible to use the Website, you are granted a limited license to access and use the Website and to download or print a copy of any portion of the Content to which you have properly gained access solely for your personal, non-commercial use. We reserve all rights not expressly granted to you in and to the Website, the Content, and the Marks.

You hereby agree and acknowledge that when you purchase an NFT, you own the NFT that is associated with the physical art, but you do not own any intellectual property rights in such NFT and art except for the licence grants expressly set forth herein.

To purchase NFTs on the Website each User has to connect his own external crypto-asset wallet (MetaMask or other Ethereum-compatible wallet) capable of interacting with the User’s web browser or relevant blockchain nodes which will be used by User to pay for an NFT and art, and where User’s NFT will be sent.

By using the Website you represent and warrant that:

(1) all registration information you submit will be true, accurate, current, and complete;

(2) you will maintain the accuracy of such information and promptly update such registration information as necessary;

(3) you have the legal capacity and you agree to comply with these T&C and Conditions;

(4) you are not under the age of 18;

(5) not a minor in the jurisdiction in which you reside, or if a minor, you have received parental permission to use the Website;

(6) you will not access the Website through automated or non-human means, whether through a bot, script, or otherwise;

(7) you will not use the Website for any illegal or unauthorised purpose;

(8) your use of the Website will not violate any licable law or regulation.

If you provide any information that is untrue, inaccurate, not current, or incomplete, we have the right to suspend or terminate your account and refuse any and all current or future use of the Website (or any portion thereof).

You may not access or use the Website for any purpose other than that for which we make the Website available. The Website may not be used in connection with any commercial endeavours except those that are specifically endorsed or approved by us.

As a User of the Website, you agree not to:

a. Systematically retrieve data or other content from the Website to create or compile, directly or indirectly, a collection, compilation, database, or directory without written permission from us.

b. Make any unauthorised use of the Website, including collecting usernames and/or email addresses of users by electronic or other means for the purpose of sending unsolicited email, or creating user accounts by automated means or under false pretences.

c. Use a buying agent or purchasing agent to make purchases on the Website.

d. Use the Website to advertise or offer to sell goods and services.

e. Circumvent, disable, or otherwise interfere with security-related features of the Website, including features that prevent or restrict the use or copying of any Content or enforce limitations on the use of the Website and/or the Content contained therein.

f. Engage in unauthorised framing of or linking to the Website .

g. Trick, defraud, or mislead us and other users, especially in any attempt to learn sensitive account information such as user passwords.

h. Make improper use of our support services or submit false reports of abuse or misconduct.

i. Engage in any automated use of the system, such as using scripts to send comments or messages, or using any data mining, robots, or similar data gathering and extraction tools.

j. Interfere with, disrupt, or create an undue burden on the Website or the networks or services connected to the Website .

k. Attempt to impersonate another user or person or use the username of another user.

l. Sell or otherwise transfer your profile.

m.Use any information obtained from the Website in order to harass, abuse, or harm another person.

n. Use the Website as part of any effort to compete with us or otherwise use the Website and/or the Content for any revenue-generating endeavour or commercial enterprise.

o. Decipher, decompile, disassemble, or reverse engineer any of the software comprising or in any way making up a part of the Website .

p. Attempt to bypass any measures of the Website designed to prevent or restrict access to the Website , or any portion of the Website .

q. Harass, annoy, intimidate, or threaten any of our employees or agents engaged in providing any portion of the Website to you.

r. Delete the copyright or other proprietary rights notice from any Content.

s. Copy or adapt the Website ’s software, including but not limited to Flash, PHP, HTML, JavaScript, or other code.

t. Upload or transmit (or attempt to upload or to transmit) viruses, Trojan horses, or other material, including excessive use of capital letters and spamming (continuous posting of repetitive text), that interferes with any party’s uninterrupted use and enjoyment of the Website or modifies, impairs, disrupts, alters, or interferes with the use, features, functions, operation, or maintenance of the Website .

u. Upload or transmit (or attempt to upload or to transmit) any material that acts as a passive or active information collection or transmission mechanism, including without limitation, clear graphics interchange formats (“gifs”), 1×1 pixels, web bugs, cookies, or other similar devices (sometimes referred to as “spyware” or “passive collection mechanisms” or “pcms”).

v. Except as may be the result of standard search engine or Internet browser usage, use, launch, develop, or distribute any automated system, including without limitation, any spider, robot, cheat utility, scraper, or offline reader that accesses the Website , or using or launching any unauthorised script or other software.

w. Disparage, tarnish, or otherwise harm, in our opinion, us and/or the Website .

x. Use the Website in a manner inconsistent with any licable laws or regulations.

y. [other]

When you purchase an NFT, your payment will be processed by one of the Third-Party Service payment providers “Payment Provider.”

Once your external crypto-asset wallet is connected, the payment will be processed automatically by the relevant Payment Provider once you decide to purchase an NFT.

You acknowledge and agree that due to the nature of Blockchain technology, once a transaction has been processed, the transaction data will be documented on the Blockchain.

You acknowledge and agree that any questions, comments, suggestions, ideas, feedback, or other information regarding the Website ("Submissions") provided by you to us are nonconfidential and shall become our sole property. We shall own exclusive rights, including all intellectual property rights, and shall be entitled to the unrestricted use and dissemination of these Submissions for any lawful purpose, commercial or otherwise, without acknowledgment or compensation to you.

You hereby waive all moral rights to any such Submissions, and you hereby warrant that any such Submissions are original with you or that you have the right to submit such Submissions. You agree there shall be no recourse against us for any alleged or actual infringement or misappropriation of any proprietary right in your Submissions.

The Website may contain (or you may be sent via the Website ) links to other websites ("Third-Party Websites") as well as articles, photographs, text, graphics, pictures, designs, music, sound, video, information, applications, software, and other content or items belonging to or originating from third parties ("Third-Party Content").

Such Third-Party Websites and Third-Party Content are not investigated, monitored, or checked for accuracy, appropriateness, or completeness by us, and we are not responsible for any Third-Party Websites accessed through the Website or any Third-Party Content posted on, available through, or installed from the Website, including the content, accuracy, offensiveness, opinions, reliability, privacy practices, or other policies of or contained in the Third-Party Websites or the Third-Party Content.

Inclusion of, linking to, or permitting the use or installation of any Third-Party Websites or any Third-Party Content does not imply roval or endorsement thereof by us. If you decide to leave the Website and access the Third-Party Websites or to use or install any Third-Party Content, you do so at your own risk, and you should be aware these Terms and Conditions no longer govern.

You should review the licable terms and policies, including privacy and data gathering practices, of any website to which you navigate from the Website or relating to any applications you use or install from the Website. Any purchases you make through ThirdParty Websites will be through other websites and from other companies, and we take no responsibility whatsoever in relation to such purchases which are exclusively between you and the licable third party.

You agree and acknowledge that we do not endorse the products or services offered on Third-Party Websites and you shall hold us harmless from any harm caused by your purchase of such products or services. Additionally, you shall hold us harmless from any losses sustained by you or harm caused to you relating to or resulting in any way from any Third-Party Content or any contact with Third-Party Websites.

You shall not use the Website in any way that violates these T&C. We reserve the right to limit a User account from accessing the Website, temporarily suspend a User account and/ or permanently suspend a User account where such User is suspected of violating or has actually violated these T&C.

We reserve the right to enquire into account activity considered suspicious and limit your access and/or temporarily suspend your User account during such investigation. Where we have contacted you concerning suspicious activity you will provide any requested information.

If we take any action pursuant to this Section, you may have a right of appeal. You may contact us by using the “Contact us” button on the Website and providing us with your name, email address, the full details of the issue, and why you disagree with the outcome. We will make sure that your complaint is investigated and answered as soon as possible.

You have a right to report any fraudulent or illegal activities of other Users. We in our sole discretion reserve the right to enquire into account activity considered suspicious and limit their access and/or temporarily suspend their User account during such investigation. Any reporting will be kept strictly confidential and not disclosed to a third party, unless (i) to the extent required by licable law or regulation, or (ii) pursuant to a subpoena or order of a court or regulatory, self-regulatory or legislative body of competent jurisdiction, or (iii) in connection with any regulatory report, audit, or inquiry, or (iv) where requested by a regulator.

You agree to defend, indemnify, and hold us harmless, including our subsidiaries, affiliates, and all of our respective officers, agents, partners, and employees, from and against any loss, damage, liability, claim, or demand, including reasonable attorneys' fees and expenses, made by third party due to or arising out of:

(1) use of the Website ,

(2) breach of these Terms and Conditions,

(3) any breach of your representations and warranties set forth in these Terms and Conditions,

(4) your violation of the rights of a third party, including but not limited to intellectual property rights, or

(5) any overt harmful act toward any other use of the Website with whom you connected via the Website.

Notwithstanding the foregoing, we reserve the right, at your expense, to assume the exclusive defence and control of any matter for which you are required to indemnify us, and you agree to cooperate, at your expense, with our defence of such claims. We will use reasonable efforts to notify you of any such claim, action or proceeding which is subject to this indemnification upon becoming aware of it.

YOU AGREE THAT YOUR USE OF THE WEBSITE WILL BE AT YOUR SOLE RISK. TO THE FULLEST EXTENT PERMITTED BY LAW, WE DISCLAIM ALL WARRANTIES, EXPRESSED OR IMPLIED, IN CONNECTION WITH THE WEBSITE AND YOUR USE THEREOF, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NONINFRINGEMENT. WE MAKE NO WARRANTIES OR REPRESENTATIONS ABOUT THE ACCURACY OR COMPLETENESS OF THE WEBSITE’S CONTENT OR THE CONTENT OF ANY WEBSITES LINKED TO THE WEBSITE AND WE WILL ASSUME NO LIABILITY OR RESPONSIBILITY FOR ANY

(1) ERRORS, MISTAKES, OR INACCURACIES OF CONTENT AND MATERIALS,

(2) PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM YOUR ACCESS TO AND USE OF THE WEBSITE,

(3) ANY UNAUTHORISED ACCESS TO OR USE OF OUR SECURE SERVERS AND/OR ANY AND ALL PERSONAL INFORMATION AND/OR FINANCIAL INFORMATION STORED THEREIN,

(4) ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM THE SITE,

(5) ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE WHICH MAY BE TRANSMITTED TO OR THROUGH THE WEBSITE BY ANY THIRD PARTY, AND/OR

(6) ANY ERRORS OR OMISSIONS IN ANY CONTENT AND MATERIALS OR FOR ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF THE USE OF ANY CONTENT POSTED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE VIA THE WEBSITE. WE DO NOT WARRANT, ENDORSE, GUARANTEE, OR ASSUME RESPONSIBILITY FOR ANY PRODUCT OR SERVICE ADVERTISED OR OFFERED BY A THIRD PARTY THROUGH THE WEBSITE, ANY HYPERLINKED WEBSITE, OR ANY WEBSITE OR MOBILE APPLICATION FEATURED IN ANY BANNER OR OTHER ADVERTISING, AND WE WILL NOT BE A PARTY TO OR IN ANY WAY BE RESPONSIBLE FOR MONITORING ANY TRANSACTION BETWEEN YOU AND ANY THIRD-PARTY PROVIDERS OF PRODUCTS OR SERVICES.

To the fullest extent permitted by licable law we disclaim all liability arising out of or in connection with the Website. We shall not be held liable for:

a. your trust in any declaration, information and/or data provided on the Website, and/ or any social media or blog platform operated by us;

b. loss of Users’ Content, data, revenue, assets, or cryptocurrencies;

c. temporary or permanent account suspensions;

d. direct or indirect damage resulting from the use of the Website;

e. interruptions in the Website and/or any losses caused by errors, bugs, breaches and/or malfunctions;

f. technologies provided by third parties;

g. a malfunction or cyberattack;

h. the actions of any third party or by a User’s use of the Website;

i. any case of force majeure, including a failure of the blockchain protocol used to run the Website not caused by us.

You understand and accept the risks inherent in the provision of information, blockchain technology, and any sort of tokens, and agree that we shall not be liable for any failure of the foregoing technologies and/or breach of the security of the Website unless caused by gross negligence on our part.

You agree and acknowledge that our total aggregate liability to you for any claims arising out of or relating to these T&C or your access to or use of (or your inability to access or use) any portion of the Website is limited to the amounts you actually paid us under these T&C in the twelve (12) month period preceding the date the claim arose.

We will maintain certain data that you transmit to the Website for the purpose of managing the performance of the Website as well as data relating to your use of the Website. You may learn more about the data that we may collect in our Privacy Policy.

Although we perform regular routine backups of data, you are solely responsible for all data that you transmit or that release to any activity you have undertaken using the Website. You agree that we shall have no liability to you for any loss or corruption of any such data, and you hereby waive any right of action against us arising from any such loss or corruption of such data.

You accept and acknowledge each of the following:

(i) The prices of Blockchain assets including but not limited to cryptocurrencies and NFTs are subject to fluctuations. We cannot guarantee that any purchasers of NFT will not lose money.

(ii) You are solely responsible for any taxes applied to your NFT-related transactions, according to your own country’s or region’s tax rules. We are not responsible for determining the taxes that apply to your transactions on the Website.

(iii) There are risks and limitations associated with using an Internet-based currency, 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 unauthorised access to information stored within your wallet. You accept and acknowledge that we will not be responsible for any communication failures, disruptions, errors, distortions, or delays you may experience when using the Blockchain.

(iv) The regulatory regime governing NFTs is uncertain, and new regulations or policies may materially adversely affect the utility of NFTs;

You may terminate these T&C at any time by discontinuing your use of the Website.

We may, upon notice to you, terminate your access to the Website at any time if you are in breach of these T&C. Where your access is denied or terminated, we will provide the reasons for it.

We may at any time, for any reason and in our sole discretion, terminate these T&C and suspend and/or discontinue all or part of the access to the Website without notice. Users agree, to the fullest extent permitted by law, that any suspension or termination of access may be without notice, and that we shall not be liable for the consequences of any such suspension or termination.

To the fullest extent permitted by applicable law and notwithstanding anything to the contrary, the termination and/or suspension of a User account will be without prejudice to any other legal action that we may take against the User.

The rights and obligations of the parties hereunder and the interpretation of these T&C will be governed by the laws of the Bahamas, without giving effect to its principles of conflicts of law. If either party brings against the other party any proceeding arising out of these T&C, that party may bring proceedings only in the courts of the Bahamas and no other courts, and each party hereby submits to the exclusive jurisdiction of those courts for purposes of any such proceeding.

These Terms and Conditions and any policies or operating rules posted by us on the Website constitute the entire agreement and understanding between you and us. Our failure to exercise or enforce any right or provision of these Terms and Conditions shall not operate as a waiver of such right or provision. These Terms and Conditions operate to the fullest extent permissible by law. We may assign any or all of our rights and obligations to others at any time. We shall not be responsible or liable for any loss, damage, delay, or failure to act caused by any cause beyond our reasonable control. If any provision or part of a provision of these Terms and Conditions is determined to be unlawful, void, or unenforceable, that provision or part of the provision is deemed severable from these Terms and Conditions and does not affect the validity and enforceability of any remaining provisions. There is no joint venture, partnership, employment or agency relationship created between you and us as a result of these Terms and Conditions or use of the Website. You agree that these Terms and Conditions will not be construed against us by virtue of having drafted them. You hereby waive any and all defences you may have based on the electronic form of these Terms and Conditions and the lack of signing by the parties hereto to execute these Terms and Conditions.

In order to resolve a complaint regarding the Website or to receive further information regarding use of the Website, please contact us through the “Contact us” button on the Website.