WHITE PAPER – Legal Architecture of TokenizArt

TOKENIZART: A DISRUPTIVE NFT MODEL FOCUSED ON SOLVING THE PHYSICAL ASSET ISSUE.

 

APPENDIX:

This document synthesizes the technological-legal architecture of the TOKENIZART platform, explaining and delimiting the chosen and employed tokenization taxonomy.

In the form of an essay, it outlines the distinctive features typical of a white paper.

Preliminary:

Perhaps the concept of NFT is broad, strictly linked to a speculative world, and even poorly disseminated. Furthermore, when attempting to link or explain it in terms of pre-existing assets in the physical world.

TokenizArt is a platform that, beyond including all types of tokenized art (physical and digital), has disrupted the Blockchain market with its set of tools and functional architecture, unlocking the complexity of tokenizing underlying assets (assets from the physical world) that even existed without the need for an NFT to represent them. In other words, we have excelled and specialized in physical NFTs or NFT Physical Assets. Therefore, we want to present and let you know from this perspective what NFTs are, the new concept dominating the technological world.

Preliminarily, we can say that NFTs can be virtual assets (e.g., crypto art) or representations of an already existing physical asset (RWA) REAL WORLD ASSET, which are linked or associated to improve their identification to a standardized system, to a non-fungible token (NFT).

A unique ID is assigned to these assets to maintain their singularity and indivisibility characteristic of NFTs.

NFTs in general are known as “non-fungible tokens,” which are blockchain smart contracts that inherit the uniqueness, singularity, and rarity (in the sense of scarcity) of their digital or real-world asset. It precisely facilitates the proof of such scarcity to be verifiable erga omnes (by everyone). This tokenization is a technological tool that ensures authenticity and ownership proof recorded on a blockchain to register each and every transaction related to the underlying asset it represents.

This concept of physical NFT will greatly assist numerous artists, creators, and many other professionals in generating opportunities to monetize their work and, at the same time, act as excellent support in the collection of unique or rare items.

 

Physical Asset: Another Way to View NFTs

Blockchain in general and NFTs, in particular, are beginning to flourish in our society, revolutionizing the concept of trust in a third party without the involvement of an intermediary. People claim property rights and authentic identity or any fraudulent transaction that has occurred regarding their assets.

Users and holders should always remember that these tokens can record the digitized version of the physical asset in any market, and generating the NFT will eventually give full ownership to the buyer (if stipulated). Since the NFT cannot be altered, the claim of ownership can even be used as collateral to obtain a loan in a specific loan.

 

What is a Physical NFT Artwork?

A physical NFT artwork (Non-Fungible Token) is a token representing a real-world physical artwork. It facilitates traceability, incorporation of history, and successive transmissions.

 

What do we need to ensure a physical identity for an NFT?

While NFTs are commonly used for purely digital art, their linkage to pre-existing physical objects requires a different and more complex technical, legal, and technological architecture.

The life of a physical artwork, its sale, transmission, storage, and transportation are entirely different. Different needs require different or at least complementary solutions. Among them is the proper linking and identification of digital identity to the physical one, ensuring that this linkage is secure, unalterable, and traceable.

TokenizArt’s physical NFTs are efficiently linked to physical artworks or other unique physical objects. Therefore, their ownership cannot be transferred like any other 100% digital NFT.

Firstly, they require adaptation to existing legal systems to ensure transmission, the “TRADITIO,” consisting of the TITLE and the MODO.

This requires CUSTOMIZATION OF SOLUTIONS TO BE SUITABLE for physical objects. TokenizArt solves this with a chip equipped with NFC technology programmed to measure and need to authenticate the article, linked through an app that you need to download to interact. Ensuring PHYSICAL-DIGITAL connection.

We encode a unique and secure link to the NFT on this chip through an interaction on the Blockchain of the Smart Contract called “Certify Chip – NFC Linking.” The system is linked to the physical artwork and interacts with the descriptions and photos incorporated into IPFS (the decentralized file that ensures the data is hosted in an immutable way).

 

How should a physical NFT be transmitted or sold?

Customized solution. Physical and digital unity. Linking the digital NFT to the physical artwork.

A common mistake people make is assuming that an NFT can exist and be traded along with the physical asset in the same way as digital art.

A system of assigning a DIGITAL ASSET to an underlying physical asset requires a customized solution for the specific needs of a physical artwork.

It is not possible, or at least, it is impractical in practice to automatically swap (atomic exchange) an NFT for a physical artwork with a token (cryptocurrency), as we could do with crypto art, where the underlying asset (the artwork) is also digital.

 

The digital art, its simplicity.

Digital art, which is born, lives, and is stored entirely in cyberspace, in databases, IPFS, etc., makes its transmission or purchase easy, practical, and self-sufficient through simultaneous and atomic delivery (at the same time and in the same act) between buyers and sellers, in exchange for cryptographic value.

 

Complexity of physical art.

In contrast, physical art will undoubtedly have prior, intermediate, and complementary steps to ensure the physical transmission and delivery of the artwork.

It will undoubtedly require oracles to ensure and coordinate the linkages between the physical and digital, the off-chain data running with the on-chain. They must also accredit the veracity of the artwork, its state of conservation, agree to its delivery, transit, custody agents, accompany contracts, supporting documentation, etc. That is, they must generate all the dynamic probative load that ensures the legitimacy of the asset, its acts, certifications, and related authentications.

It will require an ad-hoc infrastructure, entirely customized and linkable to all operations, ensuring not only on-chain traceability (verifiable on the blockchain) but also ensuring payments, transfers, and guarantees. To this end, TokenizArt has an Escrow Service system, which facilitates various actions, such as blocking the ownership of the artwork until the physical delivery of the asset is completed.

It also facilitates the autonomy of the parties’ will regarding stipulating milestones, clauses, payment methods, the currency, or chosen payment instrument (it is undeniable that physical art continues to use fiat currencies, with cryptocurrency payments not being common). Tokenizart takes all of this into account and has conducted a meticulous study of needs and practices in the art world.

It is also essential to link and secure that “Virtual Asset” to the physical work or asset, using a technological tool that connects the digital identity with the underlying asset, combined with elements to deter and discourage chip extraction. At TokenizArt, we address this with NFC technology and labels with VOID security holograms.

 

This ensures the integrity of the system and strengthens the relationship between the digital and physical worlds, guaranteeing the authenticity and traceability of the artwork. NFC technology and VOID security labels are a fundamental part of the solution offered by TokenizArt to create an effective bridge between virtual and physical assets in the art world.

Complementary Tools to Ensure the NFT Functions as a Title of Ownership

At TokenizArt, we are aware that we are providing disruptive tools, even within the Blockchain world and the basic usability of NFTs.

We provide customizable solutions that facilitate the traceability and linking of physical artworks with Digital Assets created with unique IDs, enhancing and optimizing the life of artworks and the art-related world, connecting it to the financial realm and integrating it into decentralized finance like LEGO pieces. Thus, ensuring the interoperability of assets, platforms, and protocols.

Highlighting the fundamental value that should guide projects seeking true innovation and longevity in the pursuit of disruptive forefront is “Composability.”

Composability is a design principle of the system that deals with the interrelationships of components. A highly composable system provides components that can be selected and assembled in various combinations to meet specific user requirements.

Adherence to clear rules and the spirit of the project is crucial. We have established terms and conditions, as well as disclaimers, to ensure that assets have been “tokenized” or “minted” by their rightful owners or legitimate possessors, representatives, etc. and that they understand the scope of assigning NFTs the status of a virtual certificate and representative title of the underlying asset.

Therefore, mandatory disclaimers and statements of will have been stipulated, which individuals must subscribe to when attempting actions. Firstly, upon logging into the platform, where they are required to complete KYC (Know Your Customer) data, linking identities.

Secondly, when interacting with the DAPP (decentralized application) called “ATELLIER,” users and validators are required to give their consent to TokenizArt’s terms and conditions, signing with their registered wallet and validating their actions.

Within the terms and conditions, it is specified: “… When minting an ID on the ‘Tokenizart.com’ platform, Smart contract: … (Gnosis Chain – formerly XdaiChain), you are creating a digital title of ownership for the associated underlying asset, whether physical or digital. This grants you the value of owner or legitimate holder of the associated and linked asset, and provides, at the moment of transfer, the character of owner to the transferee. There is a presumption that what is being transferred is ownership of the asset. Additional certifications can be stipulated to precisely define the scope of the title being held and transferred.

You accept, under sworn statement, that you understand the scope of the present ASSET and become the sole responsible party for the authenticity and ownership of the associated asset, whose data and photos are stored in IPFS. The undersigned accepts sole responsibility for any falsehoods or illegitimacy of the associated asset. TokenizArt issues this Disclaimer because it is a technological platform that provides users with tools facilitating the integration, digitalization, and tokenization of artworks, as well as the incorporation of holistic data and documentation.

In the third place, when “minting or tokenizing” the artwork (assigning a unique and irreplicable ID that links the physical artwork), a clause called “Acceptance Manifesto” appears, stating, “I hereby declare that I am creating a certificate of title for the underlying physical or virtual asset on the blockchain in the GNOSIS CHAIN – formerly Xdai Chain, and that I am authorized to do so either as the owner or as an act of management or mandate entrusted by the legitimate owner.”

Additionally, there are extra functions to link different types of certifications, add supporting documentation, where owners can submit documentation from notaries, certifying titles, appraisals, other binding property titles that will facilitate and ensure the validation and linking of the NFT with the physical artwork.

TokenizArt thus provides truly innovative instruments that streamline the entire life of art, including the active participation of validators, experts, curators, gallery owners, institutions, ensuring verifiability not only of documentation but also ensuring the identity of those who interact, eliminating fraud.

We have also understood that an excess of supporting documentation will enhance and further ensure the legitimacy and authenticity, not only of the artwork itself but also of its connection to the person who “mints” (creates) it. Considering that the system is truly innovative and under the axiom “abundance does not harm,” we prefer redundant registration. For works of significant pecuniary value, we recommend that every property transfer (“transfer”) be accompanied by sufficient supporting documentation and be conducted through the ESCROW SERVICE modality, which we provide. In this service, the parties freely choose a custodian-free Escrow agent, ensuring their transfer under specifically agreed-upon conditions, including the shipment, form and method of payments, custody, delivery of the asset, guarantee system, and additional provenance.

Why is it so important to implement an appropriate technological and legal architecture?

In practice, unless the physical asset is held in custody, it will be very difficult to track both the physical artwork and the digital NFT. For example, you could purchase an NFT online, but in the meantime, the owner of the physical asset may have sold it for cash without updating the digital record. It is fair to assume that without a trusted custodian for the physical asset, it is impossible to ensure that the physical art and the digital NFT remain synchronized.

Therefore, we have two options:

Place the physical asset in custody with a trusted custodian while the digital NFT is in operation, so the custodian commits to delivering the physical artwork to the NFT owner on agreed-upon terms.

Harness the full potential of blockchain technology and leave ownership of the NFT locked in a specific smart contract. It does not temporarily belong to a third party or the parties involved but remains securely in a waiting room until pre-agreed milestones are met, such as payment, transportation, insurance, delivery, etc.

For either form we understand, a particular way of safeguarding and ensuring physical delivery will be necessary since, as explained above, an automated or atomic swap sale is unfeasible.

Physical art, while benefiting from blockchain, requires customizable solutions. At TOKENIZART, we have implemented an independent escrow service system that ensures, through milestones, the delivery of the artwork, including attaching documentation and facilitating payments and deliveries as bilaterally agreed upon by the parties.

 

 

Why do physical NFT artworks add value over traditional physical artworks?

Why would someone want to create a tokenized version of a real-world asset?

Some reasons:

Simple Trading
Tokenization, due to its traceability and the uniqueness it ensures, simplifies the process of selling or transferring artwork and the associated rights. It allows for transparent management, ensuring even the construction of fair and objective prices.

Availability
An NFT can be sold at any point and bought at any time. While a traditional artwork may change hands every few years or decades due to the need to inspect and transport the physical item, an NFT representing ownership of the physical artwork can change hands instantly multiple times in a day or hour with different owners worldwide.

Liquidity
When the sale of a traditional artwork is limited to auction house clients, anyone with a cryptocurrency wallet can buy or sell an NFT piece. This opens pieces to be traded by a much broader global group of buyers and sellers.

Logistics (or lack of logistics)
Transferring high-value physical assets is complicated; the process typically involves some or all of the following milestones: shipping, insurance, escrow for funds, a dispute resolution process. The transfer of an NFT, even for physical art, improves the sales dynamics even if not instantaneous.

Fraud Protection
Fraudulent copies of sold artworks are a significant issue with physical pieces. Once ownership of the artist’s private key is established (for example, the artist has publicly shared their public key through a reliable source), then the blockchain provenance of the NFT for the artwork becomes very difficult to undermine.

Collateralization
Supported by Tokenizart’s Escrow Service, you can use the artwork as collateral to secure any other type of transaction without the need to remove it from its current display location. You can secure various operations even without custody, taking advantage of secure, efficient, and cost-effective collateralization. You can implement it in minutes!!!, compared to the days or weeks of traditional systems.

Why choose TokenizArt? How does the certification system resolve?TokenizArt utilizes blockchain technology for the certification of artworks.

How does NFT certification work?
When you use Tokenizart and mint an artwork, you are creating a certificate of ownership and authenticity for the underlying asset to ensure its traceability.

You can secure and verify its uniqueness, facilitate its exchange, and use it as collateral for guarantees.

You are tokenizing an asset or ASSET that can be digital or physical (digitizing an existing asset). In the art world, this will facilitate actions such as property transfer, verifications, certifications, appraisals, validation of provenance, etc.

We link all the information on-chain and off-chain. While blockchain is effective for securing short codes and data, it is not suitable for heavy files. That’s why we connect Blockchain to IPFS (InterPlanetary File System). IPFS is a decentralized file system that aims to ensure the security, privacy, and resistance to censorship of your data.

Let’s Recap Basic Concepts of the Platform.
We mentioned that an NFT (non-fungible token) is a unique encrypted digital file that includes ownership rights. It establishes an unbreakable link between the physical work and a single owner through a blockchain, i.e., a network of computer servers that validate and execute digital transactions.

An NFT on TokenizArt contains all information related to a work’s technical details: the work’s name, artist’s name, photos, size, style, technique, medium, etc.

The generation of the unique ID serves as a title of ownership and allows the incorporation of successive certifications, including a “certificate of authenticity,” replacing the physical certificate of authenticity.

A physical certificate of authenticity can only be identified by those who edited it or by experts, but there is always a cloud of doubt that unscrupulous certifiers may seal and attest to unverifiable acts.

With the advent of blockchain, we envision a paradigm shift from accepting the “apostilled certificate” simply because of “seeing a seal” to the “verifiable certificate.” Here, parties and third parties have tools to do their own research.

In contrast to traditional and obsolete certifications, in the NFTs created by TokenizArt’s Smart contracts, all links in the chain (artist, collector, gallery, public, expert, etc.) can verify the authenticity of this certificate on the blockchain and link it through subsequent actions on the blockchain, thus generating the much-desired “perpetual provenance” or lifetime, including links to physical actions and interactions with the work through the proprietary integration with the NFC chip.

Foundational Pillars
The art market relies on three pillars to promote a work: rarity or scarcity (its uniqueness), its provenance, and its authenticity. With the comprehensive tools provided by TokenizArt, the source of information is entirely reliable and secure.

TokenizArt favors and simplifies self-regulation in the art market, promoting traceability, authenticity of works, and ensuring transactional immutability. It fully secures the ecosystem, promoting good practices and the inclusion of curators, experts, and other intermediaries who provide real value in their actions.

In a hyper-speculative world where NFTs are often seen as the transmissible “asset” itself, TokenizArt highlights the essence of the asset tokenization tool under the “ERC-721 standard” (Non-Fungible Token), ensuring the unequivocal digitization of unique objects and securing them on a blockchain.

The unique ID assigned represents the key that secures the associated underlying asset, where the real value resides. By way of analogy, when an NFT is transferred, not only are the keys to the vehicle transferred, but also ownership of the car. The NFT thus facilitates the transfer of the asset, its collateralization as security, etc.

 

So, what is transmitted when transferring an NFT?

First and foremost, for the sake of simplification and as a preliminary explanation, in TokenizArt, during the “Transfer” action, the actual ownership of the underlying asset is transferred, linked to the digital identity.

Of course, this entails more in-depth explanations from technological and legal perspectives, which we will break down and consolidate throughout the entire process that takes place within the “TokenizArt” platform. It is much more than a simple “minting on the blockchain.”

It involves a suitable and correct architecture from a technical, legal, and financial standpoint before addressing the technological aspects.

The architecture must be comprehensive to ensure the usability of the token doesn’t fail.

There is a fundamental point of study that I invite users, art enthusiasts, and technology enthusiasts to read and analyze in detail to understand the underlying fundamentals. (See the explanation of NFT layers as a lasagna (note 1).

Summary:

In summary, there is considerable confusion and a speculative bubble surrounding NFTs regarding the determination of intrinsic value, often detached from the underlying asset. This situation grants exclusive value to works based on the virtuous act of “tokenizing or minting on the blockchain.”

So, tokenization undoubtedly enhances the interaction of the artwork between buyers and sellers by digitizing the transferable title. However, we consistently emphasize that the value does not lie in buying or acquiring the NFT (the Token ID running on the blockchain) but in the underlying asset associated with the certification of identity and ownership being acquired.

In other words, the asset being transferred, used as collateral, certified, and valued already had sentimental and/or market value independently of whether it was included in the blockchain.

At TokenizArt, we are committed to showcasing the value of blockchain but also highlighting the essence of NFTs, which is the standardization for designating unique objects.

We do not promote speculative bubbles, nor do we encourage or generate value from “zero.” Instead, we add value to those assets that already possessed it. Even in digital art, value does not emerge solely from its connection to an NFT; it reinforces and provides uniqueness and identity. The “magic” lies in how this standardization makes the concept of digital scarcity possible.

What advantages does this bring?

This allows for the dissociation of possession from ownership of an asset, providing numerous advantages to everyone involved in the art world. Among the many benefits, it’s worth mentioning that there is no need for third-party delivery and custody to guarantee pledges or collateral; this can easily be done through an Escrow Service (see explanation in TokenizArt FAQs/Escrow Service). Alternatively, an investor interested in acquiring a work for purely speculative purposes or as a store of value may choose to have custody or possession handled by museums or galleries.

The connection of art to the economic and financial world, like Lego pieces, had not been possible analogically until the emergence of these new disruptive technologies.

Thus, with these technologies, it is possible to create new service models with greater security and scalability for faster and lower-cost agreements. This brings greater fluidity, speed, and, above all, GREATER LIQUIDITY.

The digitization of real-world assets (REAL WORLD ASSET)

Our robust infrastructure makes it easy to:

Unlock the full value of physical assets as digital tokens, making illiquid assets more accessible and attractive to buyers.

If you are an intermediary, expert, curator, or validator, our tools allow you to improve your services by facilitating the management of digital assets using blockchain, enhancing your processes, and ensuring a verifiable track record.

You will be able to verify the transactions made.

 

TOKENIZART creates customizable solutions for physical art that were excluded from leveraging blockchain infrastructure. Among them, we can highlight:

THE USE OF ESCROW SERVICE FOR ASSET COLLATERALIZATION.

The Dapp (decentralized platform) operates on the Gnosis Chain, ensuring transparency, security, speed, and sustainability.

All transactions can be carried out without the need to understand concepts such as gas, fees, etc. As a user, you will not need funds to make transactions; all are subsidized by the platform.

Above all, it is important to emphasize that Tokenizart ensures its adaptation to any legal system and allows for the precise delineation of the rights involved in the works and those transmitted. Ensuring, as a guiding principle, the autonomy of the parties’ will and dynamic burden of proof.

 

 

Last Updated: November 3, 2023

YOUR PRIVACY: SUMMARY

Tokenizart.com (“Tokenizart,” “we,” or “us”) is committed to protecting your privacy. We have prepared this Privacy Policy to describe our practices regarding Personal Data (as defined below) collected from users of our website (the “Site”) and online services (collectively, the “Service”).

  1. Questions; Contact Tokenizart; Reporting Violations: If you have any questions, concerns, or complaints about our Privacy Policy or our data collection or processing practices, or if you want to report any security violations, please contact us at [email protected].

  2. User Consent: By submitting Personal Data through our Site or Services, you agree to the terms of this Privacy Policy and expressly consent to the collection, use, and disclosure of your Personal Data in accordance with this Privacy Policy. For cryptocurrency transactions, we use third-party electronic wallet extensions; your interactions with us and/or any third-party electronic wallet extension are governed by applicable privacy policies.

  3. Note about Children: We do not intentionally collect Personal Data from visitors under 13 years of age. If a child under 13 submits Personal Data to Tokenizart, and we learn that the Personal Data is the information of a child under 13, we will attempt to delete the information as soon as possible. If you believe we might have Personal Data from a child under 13, please contact us at the address provided in Section 1 above.

  4. Note for Users Outside the United States: If you are a Service user outside the U.S., by visiting the Service and providing us with data, you acknowledge and agree that your Personal Data may be processed for the purposes identified in the Privacy Policy. Also, your Personal Data may be processed in the country where it was collected and in other countries, including the United States, where laws on Personal Data processing may be less stringent than the laws of your country. By providing your data, you agree to such transfer.

  5. Types of Data We Collect: “Personal Data” refers to data that allows someone to identify or contact you, including, for example, your name, address, phone number, email address, as well as any other non-public information about you that is associated or linked to any of the foregoing data. “Anonymous Data” refers to data, including aggregated and anonymized data, that is not associated or linked to your Personal Data; Anonymous Data does not, by itself, permit the identification of individual persons. We collect Personal Data and Anonymous Data, as described below.

    5.1. Information You Provide:

    5.1.1. We may collect Personal Data from you, such as your name and surname, email and mailing addresses, and Enigma password when you create an account to log in to our network (“Account”).

    5.1.2. If you use our Services on your mobile device, we may collect your phone number and unique device identifier.

    5.1.3. Our Service allows you to store preferences such as how your content is displayed, your location, secure search settings, notification settings, and favorite widgets. We may associate these preferences with your identification, browser, or mobile device, and you can edit these preferences at any time.

    5.1.4. When connecting to our Services through a service provider that uniquely identifies your mobile device, we may receive this identification and use it to provide extended services and/or functionality.

    5.1.5. Certain Services, such as two-factor authentication, may require us to collect your phone number. We may associate that phone number with the identification information of your mobile device.

    5.1.6. If you provide us with feedback or contact us via email, we will collect your name and email address, as well as any other content included in the email, to send you a response.

    5.1.7. We also collect other types of Personal Data that you provide voluntarily, such as your operating system and version, product registration number, address, and other information requested when you contact us by email regarding support for the Services.

    5.1.8. We may also collect Personal Data at other points in our service that state that Personal Data is being collected.

 

5.2 Information Collected through Technology:

As you browse and interact with our Service, we may use automatic data collection technologies to collect certain information about your computer, actions, and browsing patterns, including:

5.2.1 Information collected by our servers: To make our Service more useful to you, our servers (which may be hosted by an external service provider) collect information about you, including the type of browser, operating system, Internet Protocol (“IP”) address (a number automatically assigned to your computer when you use the Internet, which may vary from session to session), domain name, address, wallet type, and/or a date/time stamp for your visit.

5.2.2 Log files: As with most websites, we collect certain information automatically and store it in log files. This information includes IP addresses, browser type, Internet Service Provider (“ISP”), referral/exit pages, operating system, date/time stamp, and clickstream data. We use this information to analyze trends, administer the Service, track users’ movements around the Service, gather demographic information about our user base as a whole, and tailor our Services to the needs of our users. For example, some of the information may be collected so that when you visit the Service again, it will recognize you and the information can be used to serve ads and other information appropriate to your interests.

5.2.3 Cookies: Like many online services, we use cookies to collect information. “Cookies” are small pieces of information that a website sends to your computer’s hard drive while you are visiting the website. We may use session cookies (which expire once you close your web browser) and persistent cookies (which stay on your computer until you delete them) to provide you with a more personal and interactive experience on our Service. This type of information is collected to make the Service more useful to you and to tailor the experience with us to meet your special interests and needs.

5.2.4 How we respond to Do Not Track signals: We currently do not respond to “do not track” signals or other mechanisms that may allow Users to opt-out of tracking on our site.

5.2.5 Analytical Services: In addition to tracking technologies we place, other companies may set their own cookies or similar tools when you visit our Service. This includes third-party analytics services, among others, Google Analytics (“Analytical Services”), which we engage to help analyze how users use the Service. We may receive reports based on the use of these tools by these companies on an individual or aggregated basis. We use the information we get from the Analytical Services only to improve our Service. The information generated by the Cookies or other technologies about your use of our Service (the “Analytical Information”) is transmitted to the Analytical Services. The Analytical Services use Analytical Information to compile reports on user activity. The Analytical Services may also transfer information to third parties where required to do so by law, or where such third parties process Analytical Information on their behalf. Each Analytical Service’s ability to use and share Analytical Information is restricted by its Terms of Use and Privacy Policy. By using our Service, you consent to the processing of your data by Analytical Services in the manner and for the purposes set out above. For a full list of Analytical Services, please contact us at the address provided in paragraph (1).

5.3 Information Collected from Third-Party Companies: We may receive Personal Data and/or Anonymous Data about you from companies that provide our Services through a co-branded or private-labeled website or companies that offer their products and/or services on our Service. In particular, wallets provide us with your address and other information you choose to share with the wallets. These third-party companies may provide us with Personal Data. We may add this to the information we have already collected from you through our Service to improve it. We do not automatically collect Personal Data, but we may tie this information to Personal Data about you that we collect from other sources or you provide to us.

6. Use of Your Personal Data:

6.1 General Use: In general, the Personal Data you submit to us is used to respond to requests that you make or to aid us in providing you with a better service. We use your Personal Data in the following ways:

  • 6.1.1 Facilitate the creation and secure your Account on our network;
  • 6.1.2 Identify you as a user in our system;
  • 6.1.3 Provide better management of our Service;
  • 6.1.4 Provide the Services you request, including facilitating your cryptocurrency transactions through wallets;
  • 6.1.5 Improve the quality of the experience when you interact with our Service;
  • 6.1.6 Send you a welcome email to verify ownership of the provided email address when your Account is created;
  • 6.1.7 Protect you and other users from any conduct that violates the Terms of Use or to prevent abuse or harassment of any user;
  • 6.1.8 Display your username alongside digital assets you wish to sell on the website;
  • 6.1.9 Send you administrative emails, such as security or support and maintenance notices;
  • 6.1.10 Send you email notifications related to actions on the Service, including notifications of offers on your digital assets;
  • 6.1.11 Respond to your inquiries regarding job opportunities or other requests;
  • 6.1.12 Make phone calls to you, occasionally, as part of a secondary fraud protection or to solicit your feedback;
  • 6.1.13 In any other way, we may describe when you provide the Personal Data; and
  • 6.1.14 Send newsletters, surveys, offers, and other promotional materials related to our Services and for other Tokenizart marketing purposes.

6.2 Creation of Anonymous Data: We may create anonymous records from Personal Data by excluding information (such as your name) that makes the data personally identifiable. We reserve the right to use anonymous data for any purpose and to disclose anonymous data to third parties without restriction.

7. Disclosure of Your Personal Data: We disclose your Personal Data as described below and as described elsewhere in this Privacy Policy.

  • 7.1 Third-Party Service Providers: We may share your Personal Data with third-party service providers to: provide you with the Services we offer through our Service; to conduct quality assurance testing; to facilitate account creation; to provide technical support; and/or to provide other services to Enigma.

  • 7.2 Affiliates: We may share some or all of your Personal Data with our parent company, subsidiaries, joint ventures, or other companies under common control (“Affiliates”), in which case we will require our Affiliates to honor this Privacy Policy.

  • 7.3 Corporate Restructuring: We may share some or all of your Personal Data in connection with or during negotiation of any merger, financing, acquisition, or dissolution transaction or proceeding involving the sale, transfer, divestiture, or disclosure of all or a portion of our business or assets. In the event of insolvency, bankruptcy, or receivership, Personal Data may also be transferred as a business asset. If another company acquires our company, business, or assets, that company will possess the Personal Data collected by us and will assume the rights and obligations regarding your Personal Data as described in this Privacy Policy.

  • 7.4 As Required by Law: Regardless of the choices you make regarding your Personal Data (as described below), Enigma may disclose Personal Data if it believes in good faith that such disclosure is necessary (a) in connection with any legal investigation; (b) to comply with relevant laws or respond to subpoenas or court orders served to Tokenizart; (c) to protect or defend the rights or property of Tokenizart or users of the Service; and/or (d) to investigate or help prevent any violation or potential violation of the law, this Privacy Policy, or our Terms of Use.

  • 7.5 Other Disclosures: We may also disclose your Personal Data, to fulfill the purpose for which you provide it; for any other purpose disclosed by us when you provide it; or with your consent. We do not sell your personal data.

8. Third-Party Websites: Our Service may contain links to third-party websites. When you click on any other website or location, you will leave our Service and go to another site, and another entity may collect Personal Data or Anonymous Data from you. You may also encounter markets powered by the Service on other websites. We do not have control over these external websites or their content, and we do not review them nor can we be responsible for them. Please note that the terms of this Privacy Policy do not apply to these external websites or content, nor to any collection of your Personal Data after clicking on links to such external websites. We recommend that you read the privacy policies of each website you visit. Links to third-party websites or locations are for your convenience and do not signify our endorsement of such third parties or their products.

9. Your Choices Regarding Information: You have several choices regarding the use of information on our Services:

  • 9.1 Email Communications: Periodically, we will send you newsletters and free emails that directly promote the use of our Service. When you receive newsletters or promotional communications from us, you can indicate a preference to stop receiving further communications from us and will have the opportunity to “opt-out” by following the unsubscribe instructions provided in the email you receive or by contacting us directly (see contact information in paragraph (1)). Despite your indicated email preferences, we may send you occasional service-related communications, including notices of updates to our Terms of Use or Privacy Policy.

  • 9.2 Cookies: If you decide at any time that you no longer wish to accept Cookies from our Service for any of the purposes described above, you can instruct your browser, by changing its settings, to stop accepting Cookies or to prompt you before accepting a Cookie from websites you visit. Consult your browser’s technical information. However, if you do not accept Cookies, you may not be able to use all portions of the Service or all functionality of the Service. If you have any questions about how to disable or modify Cookies, please let us know at the address provided in paragraph (1).

10. Access and Data Control: You can view, access, edit, or delete your personal data for many aspects of the Service through your account settings page. You can also make choices about the use of your data by Tokenizart. You can always choose whether you want to receive our marketing communications. You can also opt-out of receiving our marketing communications by using the opt-out link in the communication or by visiting your account settings page. We may retain an archived copy of your records as required by law or for legitimate business purposes.

  • 10.1 Data Access: You can access your personal data on your account settings page.

  • 10.2 Data Portability: You can request a copy of your personal data by contacting us here and including “Please send me my personal data” in the subject line. Enigma will verify your ability to access that email and then send you a digital export of the data we have associated with your email address. We will make all reasonable efforts to respond to your request within 7 days but in all cases within 28 days of receiving the request.

  • 10.3 Data Deletion: You can delete your personal data on your account settings page. Alternatively, you can request Enigma to delete your personal data by contacting us here and including “Delete my personal data” in the subject line. Tokenizart will verify your ability to access that email and then delete the Personal Data associated with your email address. We will make all reasonable efforts to respond to your request within 7 days but in all cases within 28 days of receiving the request.

  • 10.4 Data Correction: You can modify your personal data on your account settings page.

11. Data Retention: We may retain your personal information as long as you continue to use the Service, have an account with us, or for as long as necessary to fulfill the purposes outlined in this Policy. You can request the closure of your account by contacting us as described above, and we will delete your Personal Data upon request. However, we may retain Personal Data for an additional period as permitted or required by applicable laws, for legal, tax, or regulatory reasons, or for legitimate and lawful business purposes.

12. Data Protection: We implement various security measures to ensure the security of your Personal Data when you enter, submit, or access your Personal Data. All confidential information supplied is transmitted through secure technology.

13. Changes to this Privacy Policy: This Privacy Policy may be updated from time to time for any reason. We will notify you of any changes to our Privacy Policy by posting the new Privacy Policy on our website. The date of the last revision of the Privacy Policy is identified at the beginning of this Privacy Policy. You are responsible for ensuring that we have an active and up-to-date email address for you, and for periodically visiting our Service and this Privacy Policy to check for any changes.

 

Last Update: November 2, 2023

Terms of Use

Please carefully read these Terms of Service (this “Agreement”). Your use or access to the Site or Smart Contracts (as defined below) constitutes your consent to this Agreement.

This Agreement is between you (the “User” and collectively with others using the Site – “Users”) and Tokenizart, owned by TOKENIZART GROUP LLC, a company registered under the laws of the State of Delaware on April 4, 2023, file Number 7388062 (“Tokenizart” or “we,” “our,” or “us,” and together with you, the “Parties”) regarding your use of (including any access to) the Tokenizart websites, currently located at tokenizart.com, tokeniz.art, mobile applications, web applications, decentralized applications, smart contracts, and APIs located on any of the Tokenizart websites (together with any material and services available on the same, and successor websites or applications, the “Site”). This Agreement incorporates, by this reference, any additional terms and conditions regarding the Site posted by Tokenzart on the Site or made available by Tokenizart.

By clicking or tapping any button or checkbox marked “accept” or “agree” (or a similar term) in connection with this Agreement, or by accessing or using the Application (defined below as the Site and Smart Contracts), you agree to be bound by this Agreement, a current version of which is available on the Site and may be modified from time to time at our sole discretion in accordance with Section 3 below.

READ THESE TERMS CAREFULLY BEFORE USING THE APPLICATION, SMART CONTRACTS, OR THE SITE. THESE TERMS GOVERN THE USE OF THE APPLICATION, SMART CONTRACTS, AND THE SITE, UNLESS WE HAVE EXECUTED A SEPARATE WRITTEN AGREEMENT WITH YOU FOR THAT PURPOSE. WE ARE ONLY WILLING TO MAKE THE APPLICATION, SMART CONTRACTS, AND THE SITE AVAILABLE IF YOU ACCEPT ALL THESE TERMS. BY USING THE APPLICATION, SMART CONTRACTS, THE SITE, OR ANY PART OF THEM, OR BY CLICKING “I ACCEPT” BELOW OR INDICATING YOUR ACCEPTANCE IN AN ATTACHED BOX, YOU ARE CONFIRMING THAT YOU UNDERSTAND AND AGREE TO BE BOUND BY ALL THESE TERMS. IF YOU ACCEPT THESE TERMS ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, YOU REPRESENT THAT YOU HAVE THE LEGAL AUTHORITY TO ACCEPT THESE TERMS ON BEHALF OF THAT ENTITY, IN WHICH CASE “YOU” WILL MEAN THAT ENTITY. IF YOU DO NOT HAVE SUCH AUTHORITY, OR IF YOU DO NOT ACCEPT ALL THESE TERMS, THEN WE ARE UNWILLING TO MAKE THE APPLICATION, SMART CONTRACTS, OR THE SITE AVAILABLE TO YOU. IF YOU DISAGREE WITH THESE TERMS, YOU CANNOT ACCESS OR USE THE APPLICATION, SMART CONTRACTS, OR THE SITE. ALL ACCOMPANYING MATERIAL OR ATTACHED INFORMATION IS YOUR SOLE RESPONSIBILITY AND IN THE NATURE OF AN AFFIDAVIT. THE SIGNATURE OF YOUR WALLET IS CONSIDERED AN ELECTRONIC AND/OR DIGITAL SIGNATURE OF IDENTICAL VALUE TO YOUR HANDWRITTEN SIGNATURE. BY CONFIRMING EACH ACTION: 1) MINT, 2) TRANSFER, 3) CERTIFY, AS WELL AS ADDING NFC CHIPS, YOU ARE RESPONSIBLE AND AWARE OF THE IMPLICATIONS OF EACH ACT.

Tokenizart Articles

Tokenizart (“Tokenizart”) is a decentralized application running on the GNOSIS CHAIN network, formerly XDai, using specially developed smart contracts (each, a “Smart Contract”) to enable users to create unique NFTs. These NFTs can then be displayed on a website that the user can interact with (the “Site”). The Smart Contracts and the Site are collectively referred to in these Terms as the “Application.” With the application, users can create markets at their own risk, generate digital items within the markets, and engage in peer-to-peer (P2P) selling, buying, transferring, and exchanging with other application users. The platform does not possess a marketplace with tradable values in atomic swaps; values are only referential.

By tokenizing (minting) an NFT on the platform, you are linking and associating the underlying asset (whether physical or digital) with the unique and non-repeatable DIGITAL ASSET represented by the unique ID. You are creating a title of ownership over the underlying asset, with all the obligations and rights that it entails. When selling or transferring it to another wallet, you are also doing so regarding the ownership of the associated underlying asset or the involved right. These transactions are governed by the principles of the parties’ autonomy of will and dynamic evidentiary burden.

Tokenizart is not a certifying or validating agent, does not conduct appraisals, or provide recommendations, and does not intervene in the sale. It simply offers a set of technological tools for the parties to make the most of blockchain technology, even for physical goods.

However, to ensure the correlativity of the transactional act, it is recommended to accompany TRANSFERS with documents supporting the sale of the asset (either through a CERTIFY) or through the execution of an Escrow Service contract with supporting documentation and annexed clauses. This technological tool is provided by www.emyto.io, free for ERC-721 tokens, and with a 0.25% discount for ERC-20 tokens on the GNOSIS CHAIN (formerly XDai chain), Binance Smart Chain (BSC), Polygon (formerly Matic), and the Mainnet and Ropsten networks.

Tokenizart allows the synergistic linking of on-chain information with off-chain data by hosting supporting documentation on IPFS. Tokenizart is not part of this decentralized technology; it simply enables access and usage at the user’s exclusive risk of document loss.

You acknowledge and affirm that Tokenizart is a non-custodial provider of software services that has developed this distributed and decentralized environment where users can autonomously and directly access the Application without the involvement or actions taken by TOKENIZART or any third party.

Creation

Tokenizart is an open platform for the tokenization of digital assets (NFTs) aimed at enhancing traceability, real-time verification, authenticity, and transparency in the art world, whether physical or digital. It provides customizable tools to meet the needs of artworks, artists, owners, and intermediaries or stakeholders in the ecosystem. It favors the integrity and decentralization of obsolete authenticity systems, facilitating the creation of unique IDs that are minted (MINT), allowing successive transfers and the inclusion of data, certifications, valuations, and the life history of the artwork, enabling its sale. The platform itself never participates in the sale, promoting exchanges between parties, whether pecuniary or free. The minting or creation of digital items is done under the concept of a unique edition (“Tokenizart Items”), following the ERC-721 standard. It is not possible to create editions exceeding one (1) item per work. These elements include, among others, physical or digital artworks, animations, audio, photographs, or other original content.

The smart contract on which the created IDs rely, and the only one recognized by the platform for MINT, CERTIFY, and TRANSFER actions, is as follows: 0x79B27bF8601c101Ce2057472a0339993A8527d85, verifiable at: https://gnosisscan.io/token/0x79b27bf8601c101ce2057472a0339993a8527d85.

The Tokenizart platform allows users to create assets (digitized assets on underlying assets, whether physical or digital) collections of unique cryptographic digital items based on blockchain, add supporting documentation, and request new actions from users. Their transfer is allowed at their own risk, and the items (IDs) can be transferred between users.

Marketplace or gallery creators can apply to join our network, though acceptance is not guaranteed. We do not recommend their use on marketplaces outside the platform, but as it is decentralized, they can do so at their own risk. Tokenizart is not a platform that promotes speculative trading but encourages the use of blockchain for the traceability it provides to the pieces.

When a person buys or transfers a Tokenizart ID, the GNOSIS CHAIN token representing it is automatically transferred to the buyer’s blockchain explorer address (on the XDAI Chain): https://gnosisscan.io/token/0x79b27bf8601c101ce2057472a0339993a8527d85.

The TOKENIZART token is identified by contract: 0x79B27bF8601c101Ce2057472a0339993A8527d85.

No other token represents the platform, so we suggest and instruct users to verify the origin and platform to be used. Tokenizart is not responsible for linking errors.

Ownership:

Owning an ID, a minted item on the TOKENIZART PLATFORM is analogous to owning a physical collectible object, such as an item, an original painting, or print. This is subject to the conditions stipulated by the OWNER or original creator. Therefore, users must evaluate not only ownership but also the documentation and all CERTIFY associated with the ID.

Ownership does not include intellectual property rights such as copyright claims, the ability to commercially produce and create merchandise from them, etc.

Intellectual property remains with the creator.

Tokenizart does its best to ensure that all items tokenized or minted on the platform are created by their original creator, owner, or as a de facto manager or mandate of the owner. However, Tokenizart is not responsible if someone violates our terms and creates items for which they are not the original creator.

The Application:

To use the application more easily, you must first install the Google Chrome or Brave web browser. Once you have installed Chrome or Brave, you will need to install a browser extension called MetaMask. MetaMask is a digital wallet that allows you to buy (either directly through Coinbase if you are in the United States or through other third-party sites), store, and transact using the Ethereum cryptocurrency, ether. It also works on the XDAI CHAIN network, where the TOKENIZART platform operates.

Tokenizart has developed simplified wallets under the concept of SMART WALLETS, using ETHERSPOT as the technology provider. Users can, “at their sole responsibility,” use these wallets that we provide to simplify the user experience. We do not recommend, and even discourage, the use of these wallets to include other tokens, assets, whether ERC-20, 721, 1155, or any other asset that should be safeguarded in other wallets. Users must take custody of their public and private keys, and the loss of these keys is solely at their own risk, leading to the loss of the included assets. In case of loss, they should contact [email protected] via email and report the WARNING. In such a case, TOKENIZART will generate a RED FLAG on the created IDs, attempting to minimize the damage and risk to the OWNER and subsequent acquirers. After a reasonable period and necessary communications to participants, they can tokenize the underlying asset under another ID. It is an essential requirement to identify, in a CERTIFY, the RED FLAG action and the inoperability of the previous ID.

You cannot perform any transactions in the application other than through MetaMask (or other browsers compatible with Ethereum) and that support the XDAI CHAIN network. The application will only recognize you as a user, and you can only interact with the application if your EVM digital wallet is connected and unlocked through your MetaMask account. There is no other way to register as a user or to interact directly with the application.

Transactions that take place in the application are managed and confirmed through the GNOSIS CHAIN, formerly XDAI CHAIN blockchain. You understand that your public Ethereum address on this network will be publicly visible every time you participate in a transaction in the application. We do not own or control MetaMask, Coinbase, Google Chrome, the Ethereum network, GNOSIS CHAIN formerly XDAI CHAIN, or any other third-party site, product, or service that you may access, visit, or use to enable you to use the various functions of the application. We will not be responsible for the acts or omissions of such third parties, nor will we be responsible for any damage you may suffer as a result of your transactions or any other interaction with such third parties. You must provide accurate and complete registration information when creating an account for the application. By creating an account, you agree to provide accurate, current, and complete account information about yourself and to promptly update, as needed, your account information. You are responsible for the security of your account and your MetaMask wallet (or other wallets and Ethereum accounts on the XDAI CHAIN). If you become aware of any unauthorized use of your password or account with us, you agree to notify us immediately at [email protected]. THE LOSS OF YOUR KEYS IS YOUR SOLE RESPONSIBILITY

3 Modification of the Contract and Transfer:

This Agreement may be amended or replaced at any time at our discretion, unless otherwise stated herein. The most current version of this Agreement will be posted on the Site with the “Last Revised” date at the top of the modified Agreement. Any changes or modifications will become effective immediately after posting the revisions on the Site. You are responsible for reviewing and becoming familiar with such modifications. You waive any right you may have to receive specific notice of such changes or modifications. Your use of the Application after any modification to the Agreement constitutes your acceptance of the amended Agreement. If you do not agree with the Agreement in effect when you access or use the Application, your Application. We may, at any time and without liability or prior notice,

Neither party may assign or transfer any rights or obligations under this Agreement without the prior written consent of the other party, provided that TOKENIZART may assign this Agreement without your prior consent to any business associated with the services provided by TOKENIZART. This Agreement will be binding upon the assignees or permitted assigns of each party.

4 Fees and Payment:

If you choose to purchase, trade, or create art on the Application, or with other users through the Application, any transaction you participate in will take place solely through the GNOSIS CHAIN – formerly XDAI CHAIN network via MetaMask (or another Ethereum-compatible wallet and browser) supporting the XDAI chain. We will have no knowledge or control over these payments or transactions, nor will we have the ability to reverse any transaction. Considering this, we will have no responsibility to you or any third party for any claim or damage that may arise as a result of any transaction you participate in through the Application, or using Smart Contracts, or any other transaction you perform through the Ethereum network or MetaMask. The only transferable asset from the platform is the ID that you have tokenized.

Blockchain networks require the payment of a transaction fee (a “Gas Fee”) for each transaction conducted on the Ethereum network. The gas fee funds the network of computers running the decentralized Ethereum network. This means that you will need to pay a gas fee for each transaction conducted through the application. In this application, as long as the token and its ID remain on the GNOSIS CHAIN – XDAI CHAIN, the TOKENIZART platform will subsidize all transactions of the native token in MINT, TRANSFER, and CERTIFY functions, in all their variations. However, escrow services will not be covered and must be borne by the involved parties. Gas fees for other tokens will also not be covered by the platform.

You will be solely responsible for paying all sales, use, value-added, and other taxes, duties, and assessments (except taxes on our net income) now or in the future claimed or imposed by any governmental authority (collectively, “Taxes”) associated with your use of the Application (including, among others, Taxes that may be payable as a result of your ownership, transfer, or creation of any artwork). Except for income taxes levied on TOKENIZART, you: (i) will pay us or reimburse us for all national, federal, state, local, or other taxes and assessments of any jurisdiction, including value-added taxes and taxes as required by international tax treaties, customs or other import or export taxes, and amounts collected in lieu thereof based on charges established, services provided, or payments made under these Terms, as now or in the future may be imposed under the authority of any national, state, local or any other tax jurisdiction; and (ii) will not be entitled to deduct the amount of such taxes, duties, or assessments from the payments made to us in accordance with these Terms.

Property; Restrictions

Buying items (DIGITAL ASSETS) on Gallery is the platform to interact, track, as well as transfer a collectible item or buy a painting or print from an artist between parties. Tokenizart is not a Marketplace. It is a tool that brings parties together, who can even choose their escrow agent to carry out the operations. Tokenizart is NEVER A PARTY to a transaction.

The copyright of the Creator/Artist is not transferred to the Collector, unless stipulated otherwise.

TOKENIZART allows for the precise delineation of the copyright involved in unique works and objects and enables the verification of transferable rights. As a presumption, OWNERS tokenize their own works, and by transferring, the right of ownership is also transferred unless expressly stipulated otherwise.

The Collector receives true ownership, meaning they acquire the right to exhibit and resell the digital item to another collector if they wish.

But the Creator/Artist does not waive their copyright, meaning the Collector cannot prevent the Creator/Artist from using it for subsequent commercial work, and the Collector has no right to use it for commercial purposes.

You acknowledge and agree that we (or, as applicable, our licensors) own all legal rights, title, and interest in and to all elements of the Application.

The graphics, design, systems, methods, information, computer code, software, services, “look and feel,” organization, compilation of content, code, data, and all other elements of the Application (collectively, the “TOKENIZART Materials”) are the property of TOKENIZART and are protected by copyright, trademark, patent, and trademark laws, international conventions, other relevant intellectual property and proprietary rights, and applicable laws. All TOKENIZART Materials are copyrighted by TOKENIZART or its licensors, and all trademarks, service marks, and trade names contained in the TOKENIZART Materials are the property of TOKENIZART or its licensors. Except as expressly stated herein, your use of the Application does not grant you ownership or any other rights with respect to any content, code, data, or other materials that you may access on or through the Application.

For clarity, you understand and agree: (i) that purchasing a digital item is like buying a print or an original painting from an artist. It is yours to keep and enjoy, but it does not grant you any rights or license to the artwork (including, among others, copyright in the artwork and drawings associated with it) other than those expressly contained in these Terms; and (ii) that you do not have the right to reproduce, distribute, or otherwise market any element of the artwork (including, among others, the creator’s copyright in the artwork and drawings associated with it) in any way without the creator’s express prior written consent in each case, consent that the creator may have at their sole and absolute discretion.

You may choose to submit feedback, error reports, ideas, or other feedback about the Application, including, among others, how to improve the Application (collectively, “Feedback”). By submitting your Feedback, you agree that we are free to use it at our discretion and without additional compensation to you, and to disclose it to third parties (whether in a non-confidential manner or otherwise). Hereby, you grant us a perpetual, irrevocable, non-exclusive, worldwide license with all necessary rights so that we can incorporate and use your Feedback for any purpose.

You agree that you are responsible for your own conduct when accessing or using the Application, and the resulting consequences. You agree to use the Application only for legal, appropriate purposes and in accordance with these Terms and any applicable law or regulation. By way of example, and not as a limitation, you may not, and may not allow a third party to: (i) send, upload, distribute, or disseminate any illegal, defamatory, harassing, abusive, fraudulent, obscene, or otherwise objectionable material; (ii) engage in any illegal activity that would violate, or assist in the violation of, any law, statute, ordinance, or regulation, sanctions program administered in any relevant country, including but not limited to the Office of Foreign Assets Control of the U.S. Department of the Treasury (“OFAC”), or that would involve the proceeds of any illegal activity; (iii) distribute viruses, worms, defects, Trojan horses, corrupted files, deception, or any other destructive or deceptive elements; (iv) impersonate another person (by using an email address or otherwise); (v) upload, post, transmit, or make available through the Application any content that infringes the intellectual property rights of any party; (vi) operate to defraud Pixura, other users, or any other person or provide false, inaccurate, or misleading information; (vii) use the Application to violate the legal rights (such as privacy and publicity rights) of others; (viii) engage in, promote, or encourage illegal activities (including, among others, terrorism, tax evasion, or money laundering); (ix) interfere with another person’s or entity’s access or use of the Application; defame, abuse, extort, harass, stalk, threaten, or violate or infringe the legal rights (such as, among others, privacy, publicity, and intellectual property rights) of others; incite, threaten, facilitate, promote, or encourage hate, racial intolerance, or violent acts against others; collect or gather information from the Application about others, including, among others, email addresses, without proper consent; (x) exploit the Application for any unauthorized commercial purpose; (xi) modify, adapt, translate, or reverse engineer any part of the Application; (xii) remove any copyright, trademark, or other notices of property rights contained in the Application or any part thereof; (xiii) reformat or frame any part of the application; (xiv) display any content in the application that contains violent or hate-related content or that contains any other material, products, or services that violate or encourage conduct that would violate any criminal law, any other applicable law, or any third-party rights; (xv) use any robot, spider, site search/retrieval application, or other device to retrieve or index any part of the Application or the content posted on the Application, or to collect information about its users for any unauthorized purpose; ; (xvi) create user accounts by automated means or with false or fraudulent pretenses; or (xvii) access or use the Application for the purpose of creating a product or service that is competitive with any of our products or services. or other device to retrieve or index any part of the Application or the content posted on the Application, or to collect information about its users for any unauthorized purpose; (xvi) create user accounts by automated means or with false or fraudulent pretenses; or (xvii) access or use the Application for the purpose of creating a product or service that is competitive with any of our products or services. or other device to retrieve or index any part of the Application or the content posted on the Application, or to collect information about its users for any unauthorized purpose; (xvi) create user accounts by automated means or with false or fraudulent pretenses; or (xvii) access or use the Application for the purpose of creating a product or service that is competitive with any of our products or services.

Termination

You may terminate these Terms at any time by canceling your account on the App and discontinuing your access to and use of the App. You will not receive any refunds if you cancel your account, or otherwise terminate these Terms. You agree that we, in our sole discretion and for any or no reason, may terminate these Terms and suspend and/or terminate your account(s) for the App. You agree that any suspension or termination of your access to the App may be without prior notice, and that we will not be liable to you or to any third party for any such suspension or termination. If we terminate these Terms or suspend or terminate your access to or use of the App due to your breach of these Terms or any suspected fraudulent, abusive, or illegal activity, then termination of these Terms will be in addition to any other remedies we may have at law or in equity. Upon any termination or expiration of these Terms, whether by you or us, you may no longer have access to information that you have posted on the App or that is related to your account, and you acknowledge that we will have no obligation to maintain any such information in our databases or to forward any such information to you or to any third party. Sections 2.C and 3 through 17 will survive the termination or expiration of these Terms for any reason.

Disclaimers

YOU EXPRESSLY UNDERSTAND AND AGREE THAT YOUR ACCESS AND USE OF THE APPLICATION ARE AT YOUR OWN RISK, AND THE APPLICATION IS PROVIDED “AS IS” AND “AS AVAILABLE” WITHOUT ANY WARRANTIES, WHETHER EXPRESS OR IMPLIED. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, WE, OUR SUBSIDIARIES, AFFILIATES, AND LICENSORS DISCLAIM ALL EXPRESS WARRANTIES AND HEREBY DISCLAIM ALL IMPLIED WARRANTIES REGARDING THE APPLICATION AND ANY PART OF THE APPLICATION (INCLUDING, WITHOUT LIMITATION, THE SITE) OR ANY EXTERNAL WEBSITE), INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, CORRECTION, ACCURACY, OR RELIABILITY. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, WE, OUR SUBSIDIARIES, AFFILIATES, AND LICENSORS DO NOT WARRANT OR REPRESENT THAT: (I) YOUR ACCESS OR USE OF THE APPLICATION WILL MEET YOUR REQUIREMENTS, (II) YOUR ACCESS OR USE OF THE APPLICATION WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, (III) THE USAGE DATA PROVIDED THROUGH THE APPLICATION WILL BE ACCURATE, (IV) THE APPLICATION OR ANY CONTENT, SERVICE, OR FEATURES AVAILABLE ON THE APPLICATION OR THROUGH THE APPLICATION ARE FREE FROM VIRUSES OR OTHER HARMFUL COMPONENTS, OR (V) ANY DATA YOU DISCLOSE WHEN USING THE APPLICATION WILL BE SECURE. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES IN CONTRACTS WITH CONSUMERS, SO SOME OR ALL OF THE ABOVE EXCLUSIONS MAY NOT APPLY TO YOU. OR FEATURES AVAILABLE ON OR THROUGH THE APPLICATION ARE FREE FROM VIRUSES OR OTHER HARMFUL COMPONENTS, OR (V) ANY DATA YOU DISCLOSE WHEN USING THE APPLICATION WILL BE SECURE. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES IN CONTRACTS WITH CONSUMERS, SO SOME OR ALL OF THE ABOVE EXCLUSIONS MAY NOT APPLY TO YOU. OR FEATURES AVAILABLE ON OR THROUGH THE APPLICATION ARE FREE FROM VIRUSES OR OTHER HARMFUL COMPONENTS, OR (V) ANY DATA YOU DISCLOSE WHEN USING THE APPLICATION WILL BE SECURE. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES IN CONTRACTS WITH CONSUMERS, SO SOME OR ALL OF THE ABOVE EXCLUSIONS MAY NOT APPLY TO YOU.

YOU ACCEPT THE INHERENT SECURITY RISKS OF PROVIDING INFORMATION AND DEALING ONLINE THROUGH THE INTERNET, AND AGREE THAT WE HAVE NO RESPONSIBILITY OR LIABILITY FOR ANY BREACH OF SECURITY UNLESS DUE TO OUR GROSS NEGLIGENCE.

C. WE SHALL NOT BE LIABLE TO YOU FOR ANY LOSS YOU MAY INCUR AS A RESULT OF YOUR USE OF THE ETHEREUM NETWORK OR METAMASK ELECTRONIC WALLET, INCLUDING BUT NOT LIMITED TO ANY LOSS, DAMAGE, OR CLAIM ARISING FROM: (A) USER ERROR, SUCH AS FORGOTTEN PASSWORDS OR INCORRECTLY CONSTRUCTED SMART CONTRACTS OR OTHER TRANSACTIONS; (B) SERVER FAILURE OR DATA LOSS; (C) DAMAGED WALLET FILES; (D) UNAUTHORIZED ACCESS OR THIRD-PARTY ACTIVITIES, INCLUDING BUT NOT LIMITED TO THE USE OF VIRUSES, PHISHING, BRUTEFORCING, OR OTHER MEANS OF ATTACK AGAINST THE APPLICATION, ETHEREUM NETWORK, METAMASK ELECTRONIC WALLET, OR ETHEREUM-COMPATIBLE BROWSERS OR OTHER EVM CHAINS, IN CASE TOKENIZART USES GNOSIS CHAIN.

Tokenizart Elements and Limitation of Liability

Tokenizart Elements:

The TOKENIZART elements are intangible digital assets that exist solely by virtue of the ownership record maintained on the GNOSIS CHAIN, formerly XDAI CHAIN. All smart contracts are executed and performed in the most decentralized manner within the Ethereum platform. We have no control and make no warranties or promises regarding smart contracts. TOKENIZART is not responsible for losses due to blockchains or any other feature of the Ethereum network or the Metamask electronic wallet or any Ethereum-compatible browser or wallet, including but not limited to late reports from developers or representatives concerning any issues with the blockchain supporting the network, including technical node issues or any other problem resulting in fund losses.

To the maximum extent permitted by law and despite any other provision of this agreement or any other agreement contemplated herein or applicable provisions of law or equity or otherwise, the parties agree to eliminate any and all fiduciary duties to the user, its affiliates, or end-users of the PIXURA application or its content, provided that such exclusion or limitation of liability will not extend to the misappropriation of assets or funds from its users or its affiliates or end-users of the PIXURA application, content provided by PIXURA, or other acts or omissions constituting a bad faith violation of the implied covenant of good faith and fair dealing.

Limitation of Liability:

Assumption of Risk:

YOU UNDERSTAND AND AGREE THAT YOUR TOTAL RESPONSIBILITY FOR USING THE APPLICATION. YOU ACKNOWLEDGE AND AGREE THAT ANY INFORMATION YOU SEND OR RECEIVE DURING THE USE OF THE APPLICATION MAY NOT BE SECURE AND MAY BE INTERCEPTED OR ACQUIRED LATER BY UNAUTHORIZED PARTIES. YOU UNDERSTAND AND AGREE THAT WE, OUR SUBSIDIARIES, AFFILIATES, AND LICENSORS WILL NOT BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES THAT YOU MAY INCUR, WHATEVER THE CAUSE AND OF YOUR RESPONSIBILITY, INCLUDING, WITHOUT LIMITATION, ANY LOSS OF PROFITS (WHETHER INCURRED DIRECTLY OR INDIRECTLY), LOSS OF GOODWILL OR COMMERCIAL REPUTATION, LOSS OF DATA, COST OF ACQUISITION OF SUBSTITUTE GOODS OR SERVICES, OR ANY OTHER INTANGIBLE LOSS, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. YOU ACCEPT THAT OUR TOTAL AND AGGREGATE LIABILITY TO YOU FOR ANY AND ALL CLAIMS ARISING OUT OF OR RELATED TO THESE TERMS OR YOUR ACCESS TO OR USE OF (OR YOUR INABILITY TO ACCESS OR USE) ANY PART OF THE APPLICATION, WHETHER IN CONTRACT, TORT, STRICT LIABILITY, OR ANY OTHER LEGAL THEORY, IS LIMITED TO THE GREATER OF (A) THE AMOUNTS YOU ACTUALLY PAID US UNDER THESE TERMS IN THE 12-MONTH PERIOD PRIOR TO THE DATE THE CLAIM AROSE, OR (B) $100. YOU ACKNOWLEDGE AND AGREE THAT WE HAVE MADE THE APPLICATION AVAILABLE TO YOU AND FULFILLED THESE TERMS IN RELIANCE UPON THE DISCLAIMERS OF WARRANTY AND THE LIMITATIONS OF LIABILITY SET FORTH HEREIN, WHICH REFLECT A REASONABLE AND FAIR ALLOCATION OF RISK BETWEEN THE PARTIES AND ARE AN ESSENTIAL BASIS OF THE BARGAIN BETWEEN US. WE WOULD NOT PROVIDE YOU WITH THE APPLICATION ABSENT SUCH LIMITATIONS.

Acceptance and Acknowledgment of Risks

You accept and acknowledge each of the following:

  1. Blockchain asset prices are extremely volatile. Fluctuations in the price of other digital assets could materially and adversely affect the value of your Items, which may also be subject to significant price volatility. We cannot guarantee that buyers of tokenizart items will not lose money; notwithstanding, the listed prices are merely indicative, with no atomic swaps on the platform or a Marketplace in the strict sense. You also acknowledge that the cost of transactions on such technologies is variable and may increase at any time, impacting any activity on the GNOSIS CHAIN blockchain. You acknowledge these risks and state that TOKENIZART is not responsible for such fluctuations or cost increases.

  2. You are solely responsible for determining applicable taxes on your TOKENIZART-related transactions. TOKENIZART is not responsible for determining taxes applicable to your transactions in the Application. Depending on the country you belong to or where you trade the works, you must manage and take care of taxes. TOKENIZART is not a obligated subject or withholding agent.

  3. The application does not store, send, or receive TOKENIZART items. This is because TOKENIZART items exist solely by virtue of the ownership record maintained on the supporting blockchain in the GNOSIS CHAIN network. Any transfer of TOKENIZART items occurs within the supporting blockchain on the GNOSIS CHAIN network, not within the application.

  4. There are risks associated with using an Internet-based currency, including hardware, software, and Internet connection risks, the risk of introducing malicious software, and the risk of third parties gaining unauthorized access to information stored in your wallet. You accept and acknowledge that TOKENIZART will not be responsible for communication failures, interruptions, errors, distortions, or delays you may experience when using the network, regardless of the cause.

  5. The lack of use or public interest in the creation and development of distributed ecosystems could negatively impact ecosystem development and, therefore, the utility or potential value of the elements.

  6. The Application, ETH, XDAI (the native asset of the Gnosis chain network), and digital assets may be affected by one or more regulatory inquiries or regulatory actions, which may prevent or limit TOKENIZART’s ability to continue developing or may prevent or limit its ability to access or use the Application. Or the GNOSIS CHAIN blockchain, including access to its digital assets or other funds, and new regulations or policies may materially and adversely affect the development of the TOKENIZART ecosystem and, therefore, the utility or potential value of the platform.

  7. Updates to Ethereum to the Ethereum platform, a hard fork on the Ethereum platform, or a change in the way transactions are confirmed on the Ethereum or GNOSIS CHAIN platform may have unintended adverse effects on all blockchains using ERC-20 or ERC-721 standards, including the TOKENIZART ecosystem.

  8. You acknowledge and understand that cryptography is a field in progress. Advances in code decryption or technical developments, such as the development of quantum computers, may present risks to cryptocurrencies, digital assets, and the application, resulting in the theft or loss of your digital assets or TOKENIZART items. To the extent possible, the underlying protocol of the application is intended to be updated to account for advances in cryptography and incorporate additional security measures, but it does not guarantee or represent the total security of the system. By using the application, you acknowledge these inherent risks.

  9. You acknowledge that the Application is subject to failures and acknowledge that you are solely responsible for evaluating any code provided by the Application. This warning and others provided in this Agreement by TOKENIZART do not evidence or represent a continuing duty to warn of all potential risks of using or accessing the Application.

  10. Any use or interaction with the application requires a comprehensive understanding of applied cryptography and computer science to appreciate the inherent risks, including those listed above. You declare and warrant that you possess relevant knowledge and skills. Any reference to a type of digital asset in the Application does not indicate our approval or disapproval of the underlying technology regarding such type of digital asset and should not be used as a substitute for your own understanding of the specific risks of each type of digital asset. We offer no guarantee as to the suitability of the digital assets referenced in the Application and assume no fiduciary duty in our relationships with you.

  11. The use of the Application, especially for creating, buying, or selling commercial digital assets, may involve financial risk. Digital assets are, by their nature, highly experimental, risky, volatile, and transactions made through the Application are irreversible, final, and non-refundable. You acknowledge and agree that you will access and use the Application at your own risk. The risk of loss in trading digital assets can be substantial. Therefore, you should carefully consider whether such creation, purchase, or sale of digital assets is suitable for you in light of your circumstances and financial resources. By using the Application, you declare that you have been, are, and will be solely responsible for conducting your own independent assessment and investigations into the risks of a particular transaction and the underlying digital assets. You declare that you have sufficient knowledge, market sophistication, professional advice, and experience to make your own assessment of the merits and risks of any transaction made through the Application or any underlying digital asset. You accept all consequences of using the Application, including the risk of losing access to your digital assets indefinitely. All decisions about transactions are made solely by you. Notwithstanding the provisions of this Agreement, we accept no liability and in no case will we be liable to you in connection with the use of the Application to conduct digital asset transactions. Under no circumstances will the operation of all or part of the Application be deemed to create a relationship that includes the provision or tender of investment advice.

  12. You acknowledge and accept the risk of operational challenges. The application may experience sophisticated cyberattacks, unexpected increases in activity, or other operational or technical difficulties that may cause interruptions or delays in the application. You agree to accept the risk of the application failing as a result of unforeseen or intensified technical difficulties, including those resulting from sophisticated attacks, and agree not to hold us responsible for related losses. We assume no responsibility whatsoever for any damage or disruption caused by viruses that may affect your computer or other equipment, or any identity theft, impersonation, or other attack. We recommend regular use of reputable and readily available virus detection and prevention software. We do not guarantee that the Application is or will remain up-to-date, complete, correct, or secure, or that access to the Application will be uninterrupted. The Application may include inaccuracies, errors, and materials that violate or conflict with this Agreement. Additionally, third parties may make unauthorized alterations to the Application or the software underlying the Application. Consequently, you should verify all information in the Application before relying on it, and all decisions based on the information contained in the Application are solely your responsibility, and we will have no liability for such decisions.

 

  1. Indemnification

    You agree to indemnify, defend, and hold TOKENIZART and its subsidiaries, affiliates, officers, agents, employees, advertisers, licensors, suppliers, or partners harmless from and against any claims, liabilities, losses, damages (actual and consequential), judgments, lawsuits, litigation costs, and attorney’s fees arising out of or in any way related to (i) your breach of these Terms, (ii) your misuse of the Application, (iii) your violation of applicable laws, rules, regulations, or the rights of third parties, and (iv) any of your acts or omissions involving rights of publicity, defamation, or invasion of privacy in connection with your access or use of the Application. TOKENIZART reserves the right, at its own expense, to assume the exclusive defense and control of any matter subject to indemnification by you, and in such case,

    External Sites

    The Application may include hyperlinks to other websites or resources (collectively, “External Sites”), provided solely for the convenience of our users. We have no control over any External Site. You acknowledge and agree that we are not responsible for the availability of any External Site, and we do not endorse any advertising, product, or other material on any External Site or available through it. Additionally, you acknowledge and agree that we are not responsible for any loss or damage that may occur as a result of the availability or unavailability of External Sites or as a result of your reliance on the completeness, accuracy, or existence of any advertising, products, or other materials on, or available from, any External Site.

    Changes to the Terms

    We may make changes to the Terms from time to time. When we make changes, we will make the updated Terms available on the Application and update the “Last Updated” date at the beginning of these Terms accordingly. Please check these Terms periodically for changes. Any changes to the Terms will apply on the date they are made, and your continued access or use of the Application after the Terms have been updated will constitute your binding acceptance of the updates. If you do not agree with the revised Terms, you may not access or use the Application.

    Children

    You affirm that you are over 13 years old, as the application is not intended for children under 13 years old. IF YOU ARE 13 YEARS OR OLDER BUT UNDER 18 OR THE LEGAL AGE OF MAJORITY WHERE YOU RESIDE IF THAT JURISDICTION IS OLDER MAJORITY AGE, THEN YOU AGREE TO REVIEW THESE TERMS WITH YOUR PARENT OR GUARDIAN TO ENSURE THAT BOTH YOU AND YOUR PARENT OR GUARDIAN UNDERSTAND AND AGREE TO THESE TERMS. YOU AGREE THAT YOUR PARENT OR GUARDIAN WILL REVIEW AND ACCEPT THESE TERMS ON YOUR BEHALF. IF YOU ARE A PARENT OR GUARDIAN AND AGREE TO THE TERMS ON BEHALF OF A CHILD OVER 13, THEN YOU AGREE AND ACCEPT FULL RESPONSIBILITY FOR THE CHILD’S USE OF THE APPLICATION, INCLUDING ALL FINANCIAL CHARGES AND LEGAL LIABILITY HE OR SHE MAY INCUR.

    Privacy Policy

    Our Privacy Policy [link to the privacy policy] describes how we collect, use, store, and disclose your personal information and is hereby incorporated by reference into these Terms. You agree to the collection, use, storage, and disclosure of your data in accordance with our Privacy Policy.

    Dispute Resolution; Arbitration

    Informal Negotiations

    You and TOKENIZART agree to notify each other in writing of any dispute, controversy, or claim related to this Agreement (“Dispute”) within thirty (30) days of its occurrence, so that the parties can attempt, in good faith, to resolve the dispute informally. Notice to TOKENIZART will be provided by sending an email to [email protected].

    Your notice must include: (1) your name, postal address, and email address; (2) a description of the nature or basis of the Dispute; and (3) the specific relief you are seeking. If you and TOKENIZART cannot agree on how to resolve the Dispute within thirty (30) days after TOKENIZART’s receipt of the notice, you or TOKENIZART may, as applicable, pursuant to this Section 15, initiate an arbitration proceeding or file a claim in court. You and TOKENIZART agree that any arbitration or claim must be initiated or filed within one (1) year after the Dispute arose; otherwise, you and TOKENIZART agree that the claim is permanently barred (meaning you will no longer have the right to assert a claim with respect to the Dispute).

    You and TOKENIZART agree that: (a) any arbitration will occur in New York County, New York; (b) the arbitration will be conducted confidentially by a single arbitrator in accordance with the rules of the American Arbitration Association (“AAA”); and (c) the state or federal courts of New York will have exclusive jurisdiction over the enforcement of an arbitral award and any Dispute between the parties that is not subject to arbitration. You may also litigate a dispute in small claims court located in the county where you reside if the dispute meets the requirements to be heard in small claims court.

    Binding Arbitration at Option of Either Party

    If you and TOKENIZART cannot resolve a Dispute through informal negotiations, you or Pixura may elect to have the Dispute (except those Disputes expressly excluded below) finally and exclusively resolved by confidential binding arbitration. Any election to arbitrate by one party shall be final and binding on the other. YOU UNDERSTAND THAT ABSENT THIS PROVISION, YOU WOULD HAVE THE RIGHT TO SUE IN COURT AND HAVE A JURY TRIAL. Arbitration will be initiated and conducted under the Commercial Arbitration Rules of the American Arbitration Association and, where appropriate, the AAA’s Supplementary Procedures for Consumer-Related Disputes (“AAA Consumer Rules”), both available on the AAA website. The determination of whether a dispute is subject to arbitration shall be governed by the Federal Arbitration Act and determined by a court of proper jurisdiction rather than an arbitrator. Your arbitration fees and your share of arbitrator compensation will be governed by the AAA Rules and, where appropriate, limited by the AAA Consumer Rules. If the arbitrator finds that such costs are excessive, TOKENIZART will pay all arbitration fees and expenses. Arbitration may be conducted, at your option, either in person or by video conference. The arbitrator will provide a written decision, but need not provide a statement of reasons unless requested by one of the parties. The arbitrator must follow applicable law, and any award may be challenged within a reasonable period of time (not to exceed 30 days) if the arbitrator fails to do so. Except as otherwise provided in this Agreement, you and TOKENIZART may litigate in court to compel arbitration, stay proceedings pending arbitration, or to confirm, modify, vacate, or enter judgment on the award entered by the arbitrator. Judgment upon any award rendered by the arbitrator(s) may be entered and enforcement obtained in any court having jurisdiction. All arbitration proceedings will be closed to the public and confidential and all records relating thereto will be permanently sealed, except as necessary to obtain court confirmation of the award. Each party will have the right to participate by video conference in order to minimize the burden of travel and expense. Subject to Sections 7, 8, and 9 of this Agreement (Waivers; Limitations of Liability; Assumption of Risks),

    Restrictions / No Class Actions

    You and TOKENIZART agree that any arbitration shall be limited to the dispute between TOKENIZART and you individually. To the full extent permitted by law, (1) no arbitration shall be joined with any other; (2) there is no right or authority for any Dispute to be arbitrated on a class-action basis or to utilize class action procedures; and (3) there is no right or authority for any Dispute to be brought in a purported representative capacity on behalf of the general public, other users of the Application, or any other person.

    Exceptions to Informal Negotiations and Binding Arbitration

    You and TOKENIZART agree that the following Disputes are not subject to the above provisions regarding informal negotiations and binding arbitration: (1) any Dispute seeking to enforce or protect, or concerning the validity of, any of your or TOKENIZART’s intellectual property rights; (2) any Dispute related to, or arising from, allegations of theft, piracy, invasion of privacy, or unauthorized use; and (3) any claim for injunctive relief.


  1.

    Ley Aplicable

    For any dispute not subject to arbitration, you and TOKENIZART agree to submit to the jurisdiction and personal and exclusive venue of the federal and state courts located in New York County, New York. Additionally, you agree to accept service of process by mail and hereby waive any and all jurisdictional and venue defenses otherwise available. The Agreement and the relationship between you and TOKENIZART shall be governed by the laws of the state of New York without regard to its conflict of law provisions.


  2. General Information
  3. Complete Agreement

These Terms (and any additional terms, rules, and participation conditions that TOKENIZART may post on the Application) constitute the complete agreement between you and TOKENIZART regarding the Application and supersede any prior oral or written agreement between you and TOKENIZART. In the event of a conflict between these Terms and any additional terms, rules, and participation conditions, the latter shall prevail to the extent of the conflict.

No Third-Party Beneficiaries

There are no third-party beneficiaries to these Terms.

Assignment

You may not assign any of your rights or obligations under these Terms, whether by operation of law or otherwise, without our prior written consent. We may assign our rights and obligations under these Terms at our sole discretion to an affiliate or in connection with an acquisition, sale, or merger.

Interpretation

The language of these Terms shall be interpreted in its fair meaning and not strictly for or against any party.

Waiver and Severability of Terms

The failure of TOKENIZART to exercise or enforce any right or provision of the Terms shall not constitute a waiver of such right or provision. If an arbitrator or a court of competent jurisdiction determines that any provision of the Terms is invalid, the parties agree that the arbitrator or court should endeavor to give effect to the parties’ intentions as reflected in the provision, and the other provisions of the Terms remain in full force and effect.

Statute of Limitations

You agree that, regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to the use of the Application or the Terms must be filed within one (1) year after such claim or cause of action arose, or be forever barred.

Section Headings

The section headings in the Terms are for convenience only and have no legal or contractual effect.

 

  1. Communications

    Users with questions, complaints, or claims regarding the Application can contact us at [email protected].

    Please read these Terms of Use (“Terms”) carefully. By accessing our services, using our services and products, or making a purchase on Tokenizart, you accept them.

    These Terms establish your rights and obligations and those of Now 2 Now Limited and its duly designated subcontractors and licensors (“we,” “our,” or “us”), in relation to www.tokenizart.com and related sites, including www.tokeniz.art (the ‘Sites’) and any service, product, or material of any kind accessible or available through the Sites or directly from us (collectively, the “Service”).

    When we refer to “Tokenizart” in these Terms, we mean us/we/our, the Sites, and/or the Service, as context dictates.

    Fundamentals of Tokenizart:

    Tokenizart offers a range of products for the art market, consisting of a digital platform with account management and content creation features, edition/storage management, and sharing functions (the ‘Platform’) and associated physical products (the ‘Products’) including artwork tokenization, MINTing, unique items, transfer, P2P systems, Certify, seals, security labels (‘Tags’), and Certificates of authenticity (‘Certificates’).

    The Platform includes providing a database of artist profiles (the ‘Registry’). It also includes methods for sharing artwork data through portals (‘Channels’) to third parties for marketing or other purposes, always subject to the terms and conditions of those third parties.

    Our clients (‘Users’) include artists, collectors, galleries, and other individuals and organizations.

    Users may be required to verify their identity following processes specified by TOKENIZART. TOKENIZART may, at its sole discretion, determine that a user has not satisfactorily completed these processes and, in such cases, may refuse to allow such user to continue using TOKENIZART. References to “User(s)” in the rest of these Terms do not include those we have rejected on this basis.

 

  1. Users may

    • Access the Service online and create an account, providing accurate and truthful personal and/or corporate information that TOKENIZART may reasonably require to establish such an account.
    • In good faith, create records of information (‘Illustration Records’) related to artworks or other objects (‘Works’) that exist or will exist in the real world, uploading information to the Platform following the procedures specified by us. Users warrant that such Illustration Records faithfully represent the Works and commit to exercising all due care and attention when uploading such information and ensuring its accuracy. By uploading such information, users acknowledge that it may be publicly accessible (for example, by ‘publishing’ or ‘transferring’).
    • Order, pay for, and use Products in good faith and strictly in accordance with the instructions issued by the Company and updated from time to time. In the case of Tags, apply the same diligence and care to Works.
    • Use the Services to issue Certificates of Authenticity regarding Verified Works and exercise reasonable diligence in the care and custody of such Certificates. These Certificates may be delivered to bona fide buyers (‘Collectors’) of the Verified Work and may be used in the process of transferring the Verified Work to the Collector’s account.
    • Use the Platform, along with members of the public with internet access, to search for records of artworks and/or registered artists.

    Payment Methods

    Users pay online at the time of placing their order or through a separate agreement upon receiving the invoice for Products and other items or services charged delivered as part of the Service. Additionally, and as a variation of the provisions set forth above and elsewhere in these Terms, the Company may provide separate written agreements regarding payment methods and deferred payment, and when such agreements are in effect and explicitly differ from these Terms, they will prevail over any provisions of these Terms.

    Service Suspension

    If at any time we are informed or reasonably suspect a substantial breach by a User of these Terms and conditions, including, among others, fraudulent or unauthorized use, we may, at our sole discretion, prevent the User from continuing to use TOKENIZART and prevent further access of that User to all or part of the Service. No refund of sums paid or payable to us is owed.

    Without limiting the generality of this, any user behavior that reasonably leads us to suspect an attempted fraudulent, unauthorized, or bad-faith use of TOKENIZART by a User (or a person requesting to be a User) will result in the suspension of the corresponding account. Information entered by the User regarding Works that existed at the time the account was suspended may continue to be searched over the internet. References to ‘User(s)’ in the rest of these Terms do not include Users whose accounts we have suspended in accordance with this clause.

    Tags and Artwork Labeling. These are carried out on behalf and on the order of users, as well as the linking to NFC chips, which is done in a fully decentralized manner. Without influence or action by TOKENIZART, users are solely and exclusively responsible for fraudulent or erroneous linking of works or linking with metadata on IPFS.

    Purchases of TOKENIZART Tags and Certificates are governed by our Product Purchase Terms. Users must ensure that (a) they only apply tags to works for which the user has a clear documented right to do so; (b) no unauthorized person has access to the Tags and associated seals or other accessories (the ‘Tag Products’); and (c) the labeled associated Products or Chips are securely stored to prevent inappropriate or unauthorized use. If inappropriate or unauthorized use of the Products is known or suspected (such as improper labeling of a work), the User must contact TOKENIZART at [email protected].

    Artwork Records

    The User in whose account a record of works is stored and associated with NFC chip and void labels is referred to as ‘linked by chip,’ it is a blockchain-powered CERTIFY via their own wallet or an authorized third party. Being the Registered Owner does not necessarily connote ownership or the right to sell the Work; we rely on users to provide accurate and complete information, and we do not independently verify that information. The types of information that may be included in an Illustration Record, the User authorized to change or add to the information contained in an Illustration Record, and the levels of security and accessibility that a User can apply to the information contained in an Illustration Record. Tokenizart may change over time. When Tokenizart is informed or reasonably suspects that the Artwork Record contains incorrect or inaccurate content (such as an incorrect or substantially inaccurate entry in the Artwork Record), we may temporarily or permanently suspend access to the relevant part of the Artwork Record and any other part of it that we reasonably consider affected. Each User acknowledges and agrees that the information entered in the Illustration Record may be made available by the Platform for access through the Internet, except when the availability of such information is explicitly open to User or Registered Owner management through the Service.

    TOKENIZART Accounts and Authority to Act

    If we ask you to provide information about yourself when registering with TOKENIZART (or later), you must ensure that this information is accurate and up-to-date. You can keep this information up-to-date through your Account. When logging in.

    Please note that we have the right to treat anything done through a User’s Account, or through an email address, phone number, or other communication method associated with that Account, as if done by the User; it is up to the User to maintain the security of their Account. If you tell us that you are acting on behalf of, or are a representative of, someone (such as an Artist) or an entity (such as a limited company or a society), you agree to be duly authorized to act in that capacity in accordance with applicable law, that your authority to do so is fully and enforceably documented in writing.

    However, please note that Tokenizart has no responsibility to confirm (a) the identity of anyone, (b) that anyone has the ability to represent another person (such as an Artist), or (c) that someone is who they say they are. Our Verification processes are not a guarantee of provenance or that a User is truly who they claim to be.

    You must ensure that the email address we have for you remains up-to-date and that you have full access to it; we will send important messages there. So, if you change your email address, you must notify Tokenizart. If you provide an invalid email address or an email address that belongs to someone else, Tokenizart may deactivate your account at any time without prior notice. You must not register as a User if you are under 18 years old.

  1. Certificates and Validators

    Certifications and Verifications

    Authorship and Verification: Certifications can be carried out by the original author or a third party. Tokenizart does not endorse or certify these actions. The responsibility to verify the information lies with the involved parties.

    Acquirer’s Responsibility: In future sales, it is the exclusive responsibility of the buyer to verify the identity of the certifier, verifier, or evaluator. Tokenizart acts as a tool, not as a curator or certifier of third parties.

    Content Rules

    User’s Responsibility:

    User Responsibility: Users are responsible for the accuracy of the information entered into the Minting Registry. The content related to a work (Content) must not:

    • Falsify identities.
    • Infringe copyright or any other rights.
    • Violate laws, including criminal laws.
    • Contain malicious elements like computer viruses.
    • Include personal identification information without written approval.

    Explicit Prohibitions: Discrimination and the promotion of hatred or violence in content are explicitly prohibited. Tokenizart does not assume responsibility for content but reserves the right to remove material that violates the rules.

    Content Monitoring: Although Tokenizart does not pre-screen content, it reserves the right to remove material that violates the rules. Users should report infringing content.

    General Conditions

    Limitations and Responsibilities

    Use of Tokenizart: Users may use Tokenizart as necessary under the established terms. The platform is provided “as is” and may contain errors.

    Privacy: Tokenizart’s privacy policy governs the handling of personal data. Users must not use the services to send unsolicited messages or collect information without consent.

    Responsibility and Suspension

    Limited Liability: Tokenizart does not assume responsibility for indirect losses or damages. Service suspension may occur in case of term breaches.

    Third-Party Contact: Users must cooperate by providing information and prompt responses in case of contact related to their content, products, or services.

    Other Provisions

    Operation of Tokenizart

    Modification or Withdrawal of Service: Tokenizart reserves the right to modify or withdraw parts of the service for legal or business reasons.

    Additional Services

    New Services:

    New Services: Tokenizart may offer new services, and their use will be subject to additional terms.

    Account Closure:

    Account Closure: Tokenizart may close accounts after five years of inactivity and under certain conditions.

    Intellectual Property

    Intellectual Property Rights:

    Intellectual Property Rights: All intellectual property rights related to Tokenizart are owned by the platform.

    These terms and conditions provide clear guidance on the use of Tokenizart, user responsibilities, and platform policies. Emphasis is placed on the need to verify information, and restrictions on permitted content are established.

  1. Intellectual Property

    You acknowledge that all copyrights, trademarks, and other intellectual property rights related to Tokenizart are owned by us.

    Use of the Service

    You may use and access Tokenizart to the extent necessary for the use of the Service in accordance with these Terms and for the purposes for which we make them available. No one may copy, distribute, publicly display, or create any derivative work from Tokenizart unless we have a written license to do so from us or from you as appropriate.

    You are not allowed to remove, alter, or manipulate any copyright, trademark, patent, or other intellectual property notices contained in the Products or the Service and any content therein for any purpose without our prior express written permission.

    Privacy

    Our Privacy Policy governs all users of Tokenizart. If you do not want your personal data handled as described in that Privacy Policy, then you should not use Tokenizart. Users must not use the Services in connection with sending unsolicited messages or collecting information about Users, including email addresses, without their express consent. No User will use information about other Users accessible through the Services except as expressly permitted by these Terms.

    Our Role

    To the extent permitted by law, you release Tokenizart, its agents, directors, officers, shareholders, and employees from any liability arising out of or in connection with any Content. We have no responsibility or obligation for the removal or failure in the storage or delivery of Content. Our Service is designed to facilitate the verification of information about artworks and our Products: we do not warrant or undertake any commitment regarding (a) the authenticity of any Work, or (b) any User’s right or entitlement to sell or transfer ownership of any work.

    Tokenizart may contain links or advertisements to other sites, services, or products (“Third-Party Promotions”). Third-Party Promotions may contain materials that you find offensive, objectionable, illegal, or inaccurate. The sites or other destinations to which Third-Party Promotions lead are governed by their own terms of use and privacy policies that differ from these Terms. The inclusion of links to Third-Party Promotions does not indicate our endorsement, and we are not responsible for examining or evaluating the content of such sites or destinations or the goods or services available through them.

    Suspension

    We reserve the right at any time and without notice (a) to suspend or terminate your ability to access Tokenizart, (b) to suspend or terminate your use of the entire Service, (c) to remove access through Tokenizart and/or prevent the ability to search for any Content associated with you or your Account, and/or (d) to take technical and legal measures to prevent you from using Tokenizart, if it appears to us that you are in breach of any provision of these Terms.

    If we do so, you acknowledge that we assume no responsibility to you or any other person. Additionally, we have the right to suspend the provision of all or part of the Services or the availability of Content associated with any User (including through the Illustration Registry) at any time if we are required or advised to comply with an order, instruction, or request from any branch of government, or any regulator, court, or other competent authority.

    Third-Party Contact

    If someone contacts us regarding Content, Products, Services, or a transaction associated with you, then you agree:

    • To provide all reasonable information and assistance that we may need in connection with responding to that contact; and
    • To respond promptly and accurately if we send you the message to obtain a response.

 

  1. Additional Services

    We, our affiliates, or third parties we contract with may offer new, updated, or additional services through Tokenizart from time to time. Your use of those services will be governed by these Terms, but may also be subject to additional terms of use (e.g., Channel Terms) that you must comply with. Whenever you are notified of those terms in the proper manner (as determined by us, acting reasonably) when agreeing to take those services, any breach by you of a material provision of the terms governing those services will constitute a breach of these Terms.

    Operation of Tokenizart

    We reserve the right to withdraw or modify all or part of the Service or Tokenizart when we have legal or business reasons to do so. There may be occasions when the operation of the Service is negatively affected as a result of technical difficulties experienced by Tokenizart or on the Internet or other communication networks, or as a result of other matters that are beyond our control. However, please note that we cannot guarantee continuous, uninterrupted, or secure access to Tokenizart or any material appearing on it. If we are carrying out a planned unavailability period of the Platform or other aspects of the Service, we will take reasonable steps to inform Users of this through a notice appearing on one or more pages of Tokenizart. For security or other reasons, we may ask you to change your password or other information that facilitates access to Tokenizart; however, we will never ask for your password. You are solely responsible for maintaining the confidentiality of your password and any additional identification information.

    Liability

    • We use reasonable care and skill to provide Tokenizart in accordance with our specifications for the Service, but:
      • the Service is provided “as is”;
      • there may be aspects of the Service that contain errors or are difficult to use; and
      • we cannot guarantee and do not warrant that Tokenizart or the Service will meet your requirements.

    We shall have no obligation, duty, or liability of any kind in contract, tort (including negligence, breach of legal duty, and any other tort), or otherwise, except as expressly provided in these Terms. Nothing in these Terms excludes or restricts our liability for fraudulent misrepresentation or for death or personal injury resulting from our negligence, nor our contractual obligations regarding the Services or Products we agree to provide you.

    Tokenizart makes every reasonable effort to apply industry best practices in specifying and sourcing the components used in our products. We always strive to use archival-quality materials that are acid-free, light-resistant, and designed to minimize any risk of damage to the artworks. We consult with conservators, printers, chemists, and artists in the development of our products and their components. However, as with all materials, the future performance and stability of our product components and their interaction with the artwork media, especially but not exclusively when considering the very long term, are necessarily speculative. Accordingly, Users acknowledge and agree that, while Tokenizart will have taken all reasonable precautions in constructing its Products, the Company has no liability for damage to a Work caused or resulting from the application of a Label.

    Without limiting or prejudicing, we have no liability for events arising from the handling of a Label, the failure to apply a Label in accordance with our instructions herein, or when fraudulent or deceptive acts have been perpetrated by any User or other person; or (b) when our liability relates to a Product or Service, our liability will be limited to the amount paid for that Product or Service. We, our agents, directors, officers, shareholders, employees, and subcontractors shall not be liable to you or anyone else, whether in contract, tort (including negligence), for any loss of revenue, data, business, anticipated savings, profits, opportunity, goodwill, or reputation, or for any business interruption; or for any loss or corruption of data (including, among others, Content); or for any loss or damage not resulting directly from (or exceeding what was caused as a direct result of) our breach of these Terms, regardless of the cause or origin.

    Unless expressly stated elsewhere in these Terms, all representations, warranties, conditions, and other terms, whether express or implied (by common law, statute, collateral, or otherwise), are hereby excluded, except in the case of fraud, or where such exclusion is not allowed by law. We shall not be liable for the breach of our obligations under these Terms caused by matters beyond our reasonable control.

    Indemnification

    You agree to indemnify Tokenizart, its agents, directors, officers, shareholders, employees, and subcontractors against all liabilities, claims, and expenses that may arise from or in connection with:

    • your breach of these Terms or through your Account; or
    • Content associated with you or your Account.

    Assignment

    We reserve the right to assign these Terms and to assign or subcontract any or all of our rights and obligations under these Terms, but we will not do so in such a way that reduces the warranties provided to you under these Terms. Please note that one area in which we may assign rights and obligations is to assign responsibility and rights in the Platform and the artwork records found within it to a separate entity established by us. You may not, without the written consent of Tokenizart, assign or dispose of these Terms or any of your rights and obligations under them.

    Others:

    Disputes with Other Users

    You are solely responsible for your interactions with other users. We reserve the right, but have no obligation, to monitor disputes between you and other Users. Tokenizart will have no liability for your interactions with other Users, or for the action or inaction of any User.

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