1. GENERAL

1.1
These Terms and Conditions (hereinafter "Terms and Conditions") govern the access to and use of ArtDeal AG’s website (artdeal.aI/vivents.com/artdeal.ch) and mobile applications (apps) (collectively the "Platform") and services provided thereon (hereinafter collectively "Services", as further described in section 2 below). In relation to the Services, individuals and legal entities (hereinafter "Users" or "you") may participate in virtual events conducted on the Platform, hereby making use of a specific arrangement of different technologies and interfaces and comprising of a combination of virtual marketplaces, auctions, social chats and one-click-buy as well as social functions (hereinafter "Vivent(s)").

1.2
The contracting party of any User in relation to the access or use of the Platform and/or the Services is ArtDeal AG, Auf der Mauer 1, 8001 Zurich, Switzerland (hereinafter "ArtDeal" or "we" or “us”).

1.3
By accessing or using the Platform and/or the Services, you confirm that you can form a binding contract with ArtDeal, that you accept these Terms and Conditions as the exclusive contractual basis for the access or the use of the Platform and/or the Services and that you agree to comply with them. Your access or use of the Platform and/or the Services, and the collection and processing of personal data about you, is also subject to and explained in the ArtDeal Privacy Policy, which forms an integral part of these Terms and Conditions. By accessing or using the Platform and/or the Services and thereby accepting these Terms and Conditions, you declare to have read and understood, and consent to, the terms of the ArtDeal Privacy Policy. With regard to certain Services (e.g. Vivent,), additional, separate and independent Seller data protection provisions may apply.

2. DESCRIPTION OF SERVICES & MARKETPLACE

2.1
By means of the Services, ArtDeal offers a marketplace on the Platform on which Users
may conduct Vivent(s) and during such Vivent(s) may offer for sale, market and sell (in this capacity hereinafter "Sellers") as well as purchase and browse (in this capacity hereinafter "Buyers") pieces of art (including Non-Fungible Tokens (NFTs)), jewelry and other luxury goods as well as other property (hereinafter "Sale Assets"). The Services also include features that enable Users to contact and communicate with us or other Users about the Sale Assets and otherwise during Vivents and publish other content, subject to these Terms and Conditions.

2.2
ArtDeal itself does not offer any Sale Assets and does not become a contractual party to any sale/purchase contracts of Sale Assets. You acknowledge that any sale/purchase contracts in relation to any Sale Assets are concluded exclusively between the respective Users on the Platform and, where applicable, are subject to Seller Conditions (as defined in section 7.4 below) and you agree that ArtDeal shall only act as intermediary for the sale/purchase of the Sale Assets and does not sell Sale Assets on behalf of a Seller. All Sale Assets are offered for sale and sold directly from the Seller to the Buyer. All sale/purchase contracts for Sale Assets made through the Platform and/or using our Services by a Seller and a Buyer are concluded in their own name, on their own account and at their own risk. Both the Seller and Buyer carry the sole responsibility for fulfilling and executing all sale/purchase contracts.

2.3
ArtDeal does not transfer, and is not responsible for transferring, legal ownership or physical possession of Sale Assets from the Seller to the Buyer. ArtDeal does not own, take title to, have possession of, or sell the Sale Assets offered or sold through the Platform and/or using our Services.

3. REGISTRATION & ACCOUNT

3.1
To access or use the Platform and/or the Services, you must create an account with ArtDeal (the “Vivents Account”). When you create the Vivents Account, you must provide accurate and current information. If the data provided changes after registration, the User is obliged to update the information in the Vivents Account immediately.

3.2
Registration is only permitted for legal entities and natural persons with unlimited legal capacity. The registration of a legal entity may only be carried out by an authorized natural person, who must be named. Minors (i.e. persons under the age of 18) are not allowed to register and use our Services.

3.3
Users must keep their password secret and carefully secure access to their Vivents Account. Users are obligated to inform ArtDeal immediately in writing if there are indications that a Vivents Account has been misused by third parties.

3.4
A Vivents Account is not transferable.

3.5
ArtDeal reserves the right to disable or delete a Vivents Account at any time, including if you have failed to comply with any of the provisions of these Terms and Conditions, or if activities occur on your Vivents Account which, in our sole discretion, could cause damage to the Platform and/or the Services or infringe or violate any third-party rights or violate any applicable laws. ArtDeal further reserves the right to delete any Vivents Account of incomplete registrations after a reasonable period of time. The same applies to Vivents Accounts that have not been used for a longer period, upon respective notification to the User.

3.6
ArtDeal may temporarily restrict the Services and/or access to a Vivents Account if this is necessary with regard to the security or integrity of the servers or for the implementation of technical measures or maintenance work.

3.7
If you no longer want to use our Services, and would like your Vivents Account deleted, contact ArtDeal at: (support@artdeal.ch) or delete the Vivents Account in the App (Profile - Settings - Delete Account). Once a Vivents Account is deleted, you will not be able to reactivate your Vivents Account or retrieve any of the added content or information.

4. INTELLECTUAL PROPERTY RIGHTS

4.1
All text, images, information, video, audio, data, graphics, computer code, software, and other material provided on or through the Platform and/or the Services or otherwise by us (the “ArtDeal Content”) is owned by or duly licensed to ArtDeal.

4.2
In relation between you and ArtDeal, ArtDeal owns, solely and exclusively, all rights, title, and interest in and to the Platform and the Services, the look and feel, design and organization of to the Platform and the Services, and the compilation of all ArtDeal Content on the Platform and the Services, including all copyrights, trademark rights, trade secrets, patent rights, database rights, and any other intellectual property and proprietary rights therein.

4.3
These Terms and Conditions do not grant you any ownership over any ArtDeal or any other person’s Users Content (as defined hereinafter), or any intellectual property rights in any ArtDeal or any other person’s User Content. Any User remains the sole owner of any content and any intellectual property rights that he/she/it may have in such content that he/she/it submits, posts, publishes or otherwise provides on the Platform or otherwise through our Services (including Vivents) (the “User Content”). Unless agreed otherwise by ArtDeal in writing, neither these Terms and Conditions nor your use of the Platform and/or the Services grants you any license or permission under any copyright, trademark, or other intellectual property of ArtDeal or any third party (actual or implied).

4.4
You represent and warrant not to make any copies, modify, adapt, translate, reverse engineer, disassemble, decompile, or create any derivative works based on the Platform and/or the Services (including in relation to any Vivents), including any files, tables or documentation (or any portion thereof) or determine or attempt to determine any source code, algorithms, methods or techniques embodied in the Platform and/or the Services.

5. CONTENT OF USERS

5.1
The Platform and/or the Services may enable you to submit, post, publish or otherwise provide User Content. You are solely responsible for all User Content that you provide on the Platform or otherwise through our Services.

5.2
You represent and warrant to ArtDeal that the User Content that you submit, post, publish or otherwise provide shall (i) be true, accurate, complete and lawful; (ii) not be false, misleading, threatening, harassing or deceptive; (iii) not infringe or violate the rights or intellectual property of any third party, including any copyright, trademark right, trade secret, patent right, privacy right, publicity right, or contractual right; (iv) not contain information that is discriminatory or promotes discrimination based on race, sex, religion, nationality, disability, sexual orientation or age; (v) not violate these Terms and Conditions or any applicable laws and regulations or promote any activities which may violate any applicable laws and regulations; (vi) not contain any link directly or indirectly to any other websites which include any content that may violate these Terms and Conditions; (vii) not contain any viruses, “trojan horses”, or any other harmful programs or elements (including junk mail or chain letters); (viii) not undertake any activity which disrupts, places unreasonable burdens or excessive loads on, interferes with or attempts to gain unauthorized access to the Platform and/or the Services, ArtDeal’s computer systems, servers or networks.

5.3
ArtDeal does not endorse or make any representations or warranties of any kind with respect to any User Content and/or any statements, ideas, advice or opinions communicated on, through, or in connection with the Platform and/or the Services (whether online, offline, or otherwise) by any User and/or third party, whether with respect to accuracy, completeness, truthfulness, reliability or otherwise. You acknowledge that any use of or reliance on any User Content and/or any such statements, ideas, advice or opinions is solely at your own risk.

5.4
Any User Content will be considered non-confidential. You must not post any User Content on or through the Platform and/or the Services or transmit to us any User Content that you consider to be confidential or proprietary to any other person. When you submit User Content through the Platform and/or the Services, you agree and represent that you own that User Content, or you are duly authorized to submit, transmit and/or make any use of such User Content to the Platform and/or the Services.

5.5
By submitting, posting, publishing or otherwise providing any User Content on the Platform (including any User Content in relation to Vivents and any pictures and/or videos of any Sale Assets) or otherwise through our Services, you grant ArtDeal a non-exclusive, worldwide, perpetual, irrevocable, royalty-free license to use, host, store, process, reproduce, distribute, publish, adapt, modify, translate, create derivative works from, and publicly display your User Content, in any and all (social) media, for the purposes of operating, distributing, promoting, and improving our Services. In relation to the foregoing, any User hereby represents and warrants to ArtDeal to be in a position to provide such right and license and has obtained any necessary permission by the artist of an Art Item, as applicable.

6. MARKETING

6.1
ArtDeal may promote the Platform and/or the Services and may provide third parties with access to User Content for marketing purposes.

6.2
Any Seller agrees that ArtDeal may use such Seller’s name in connection with any Vivents, including the listing, offer and sale of any Sale Assets, and to use such information for marketing purposes.

6.3
ArtDeal has the right to technically process any User Content in such a way that it can be displayed on all sorts of mobile devices or software applications of ArtDeal or third parties.

7. SELLER – BUYER RELATIONSHIP

7.1
You acknowledge and agree that ArtDeal does neither represent a Seller nor a Buyer in any sale/purchase transaction. ArtDeal does not control and is not liable or responsible for the quality, safety, lawfulness or availability of the Sale Assets offered for sale on the Platform or otherwise through the Services, the ability of the Sellers to complete a sale or the ability of Buyers to complete a purchase.

7.2
ArtDeal is not a party to any sale/purchase agreement between Sellers and Buyers. ArtDeal acts solely as an intermediary between Sellers and Buyers.

7.3
The Assets on the Platform are available to order by a Buyer using the online purchase feature “continue”, “buy now”, “buy” or any similar button in the shopping cart on the Platform in relation to one or several Art Item(s) (each a “Purchase”). Unless otherwise stated in the Seller Conditions (see section 7.4 below) the Buyer and the Seller recognize that such Purchase is final and binding on the Buyer and the Seller and may not be cancelled or modified. The Buyers and the Sellers are required to complete the respective Purchase transaction subject to these Terms and Conditions and, where applicable, Seller Conditions (as defined in section 7.4 below).

7.4
Sellers using the Platform and/or the Services are separate businesses or individuals not affiliated to ArtDeal and may have their own additional terms and conditions that apply to their sale offers; such terms and conditions may be posted in such Art Item’s listing on the Platform and/or the Services, or otherwise made available on the Platform and/or the Services in connection with the sale of Sale Assets (the “Seller Conditions”). Buyers are responsible for reviewing all relevant information, available on the Platform and/or the Services, including any Seller Conditions, before buying any Art Item. If these Terms and Conditions conflict with any Seller Conditions, the Seller Conditions will govern to the extent the conflict relates to the Seller-Buyer relationship, including without limitation the Seller’s rights, protections or obligations, and these Terms and Conditions will govern to the extent the conflict relates to the contractual relationship between ArtDeal and the Users, including without limitation ArtDeal’s rights, protections or obligations. For the sake of clarity, in no event will any Seller Conditions constitute any representation, warranty, or assumption of liability of any kind by ArtDeal. Sellers shall provide ArtDeal with applicable Seller Conditions no later than fourteen (14) days prior to a Seller’s respective listing of an Art Item in order to be posted in such Art Item’s listing on the Platform and/or the Services, or otherwise made available on the Platform and/or the Services in connection with the sale of a Sale Assets. Should a Seller fail to provide the Seller Conditions to ArtDeal in time, the Seller agrees that the respective Seller Conditions shall not be applicable for their respective sale offer(s) on the Platform and/or the Services (and section 7.5 shall apply).

7.5
Unless agreed otherwise between Seller and Buyer and if no other Seller Conditions apply on the sales/purchase contract the following terms govern the sale/purchase contracts:

(1) The terms of the sale/purchase contract between Buyer and Seller are determined by the Art Item description provided by the Seller.

(2) The Seller warrants and guarantees the described specifications of the Art Item.

(3) The Seller is liable for any material defects nullifying or considerably reducing the value of the Art Item.

(4) The Seller grants the Buyer unencumbered possession and third party-free ownership of the Sale Asset on payment of the purchase price, unless otherwise specified in the product description (in particular this does not cover NFTs).

(5) The sales/purchase contract between the Buyer and the Seller is governed by substantive Swiss law to the exclusion of its conflict of law rules and any international treaties (in particular the United Nations Convention on Contracts for the Sale of Goods (CISG)). Exclusive jurisdiction for any dispute which may arise under or in connection with the sales/purchase contract shall be the city of Zurich, Switzerland, venue being Zurich I.

7.6
Buyers and Sellers accessing or using the Platform and/or our Services shall assume the risks of conducting any sale/purchase transactions in connection with or through the Platform and/or our Services. Such risks shall include, but are not limited to, misrepresentation of products and services, fraudulent schemes, failure to meet specifications, delay in delivery, breach of warranty. ArtDeal shall not be liable or responsible for any damages, claims, liabilities, costs, inconveniences or expenditures of any kind that may arise as a result of or in connection with any risk in relation to any such sale/purchase transaction.

7.7
Subject to anything contrary herein, Buyers and Sellers are solely responsible for setting out and performance of the terms and conditions of the sale/purchase transactions conducted on, through or as a result of use of the Platform and/or the Services, including, without limitation, terms regarding returns, warranties, title, licenses, fines, and permits.

7.8
Users agree to provide all information and materials as may be reasonably required by ArtDeal in connection with any sale/purchase transactions conducted on, through the Platform and/or the Services.

8. SELLER’S OBLIGATIONS

8.1
Sellers are solely responsible for (i) accurately describing, and must accurately describe, the Sale Assets and (ii) all pictures, information (including information with respect to artists, designers or other makers) and other material that Sellers submit, upload, post, publish or otherwise make available or accessible on or in connection with the Services. Sellers agree to keep such information relating to the Sale Assets on the Platform and/or the Services up-to-date. ArtDeal reserves the right, but has no obligation, to modify Seller listings and information on Sale Assets.

8.2
Sellers represent and warrant (i) to be the sole owner of the Sale Assets or to be duly authorized to sell such Sale Assets; (ii) to have the right to sell the Sale Assets subject to these Terms and Conditions; (iii) that upon sale, title and right of possession to the Sale Assets will pass to the Buyer free from any claims, liens or other encumbrances of any third party; (iv) the Sale Assets are authentic and are not counterfeit; (v) if applicable, the Sale Assets have been lawfully imported into the jurisdiction in which it is currently located and lawfully exported subject to the laws of the country in which it was formerly located, and any taxes and/or duties on such import and export have been paid; (vi) any and all data provided by Sellers to describe the Sale Asset is accurate and not misleading; (vii) to collect, pay, report and remit any and all Transaction Taxes (as defined below) and any other taxes and duties as required by applicable law; (viii) to have all necessary rights and authority to enter into these Terms and Conditions and perform the obligations under these Terms and Conditions; and (ix) none of the acts or performance in connection with these Terms and Conditions.

8.3
Sellers hereby agree that during the duration of the respective Vivent(s) on which the Sale Assets are offered for sale, such Sale Assets shall (i) be exclusively offered for sale on the Platform and/or the Services, (ii) be kept available for prompt shipment upon a successful sale of the Sale Assets during the Vivent(s) in accordance with these Terms and Conditions, and (iii) upon a purchase by a Buyer (see Section 9.1 below), promptly be delivered to the Buyer as per the applicable Terms and Conditions.

8.4
By offering Sale Assets for sale, Sellers unconditionally agree to pay the respective Seller’s Fees (as defined below).

8.5
Sellers agree that any sales initiated during any Vivents (i.e. the offering of an Asset for sale during any Vivents) must be finalized through the Platform and/or the Services, and the sale may not be taken offline. Should ArtDeal discover that a sale has been completed outside of the Platform and/or the Services, ArtDeal reserves the right to charge the Seller a commission on that sale (in the amount of 10% on the total transaction amount).

8.6
Sellers are responsible to notify ArtDeal prior to any Vivents, during which Sale Assets are offered for sale by such Seller, on any sales tax, use tax, value added tax (VAT) and/or any other taxes or levies that the respective Seller is required to collect from a Buyer under applicable law in relation to the sale of a Sale Asset (the “Transaction Taxes”).

8.7
In order to process any payment by a Buyer, Sellers must duly register with ArtDeal’s payment processor, Stripe, Inc. (the “Payment Processor”) and open a Stripe Connect account with the provided link from Artdeal (https://dashboard.stripe.com/register/connect). Only upon due registration with the Payment Processor (including due fulfilment of any applicable verification requirements, Know Your Customer (KYC) checks and other onboarding requirements) a User may use the Platform and/or the Services as a Seller.

8.8
In case any applicable law entitles the artists (or, as applicable, the artists’ estate) of a Sale Asset to a royalty, respective Sellers shall be solely responsible for determining the applicability and the payment of any such royalties with respect to the Sale Assets sold. ArtDeal shall in no event be liable for such royalty and Sellers agree to hold harmless ArtDeal against any claim(s) in this regard.

8.9
In case of professional Sellers (a ‘trader’ as defined in the EU Directive on Consumer Rights (2011/83/EC)), Buyers living or residing in the EU (an “EU Buyer”) who purchased a Sale Asset on the Platform and/or through the Services from such Sellers, may have the right to cancel such purchase contract within fourteen (14) days after they or a person they authorize (other than the carrier) take physical possession of such work, for any reason and without incurring liability for doing so. If applicable, when an EU Buyer exercises such right of cancellation, such EU Buyer must return the Sale Asset, and such Seller must refund the EU Buyer for payments already made to such Seller for the purchase. To exercise this cancellation right, the EU Buyer must inform you through a written statement to do so. In such case, the Seller shall reimburse ArtDeal of any costs, including but not limited to shipping costs.

9. BUYER’S OBLIGATIONS

9.1
Once the Sale Asset is added to the shopping cart, each Buyer will be required to provide the shipping address, the billing address, and the shipping method. By clicking the “continue” or the “buy now” or “buy” button in the shopping cart on the Platform in relation to one or several Sale Asset(s) (a Purchase as defined in section 7.3 above), the Buyer recognizes that such Purchase is final and may not be cancelled or modified and, moreover, unconditionally agrees to pay the respective Total Purchase Price, the Shipping Costs, and the Buyer Fees (each term as defined below).

9.2
Buyers represent and warrant that the funds used for purchasing the Sale Asset(s) are not connected with any criminal activity, including tax evasion, and the respective Buyers are neither under investigation, nor have been charged with or convicted of money laundering, terrorist activities or other crimes.

10.CALCULATION OF TOTAL PURCHASE PRICE

10.1
The total purchase price of a Sale Asset to be paid by a Buyer to a Seller shall include (the “ Total Purchase Price ”):

(1) the net sale price of the Sale Asset, and

(2) the Transaction Taxes, and

(3) any artist’s resale royalty (if applicable).

11. PAYMENT OF FEES

11.1
Buyer Fees. Unless otherwise communicated by ArtDeal / on the Platform, the fees to be paid by a Buyer in relation to the purchase of a Sale Asset shall comprise of the following:

(1) A fee to be paid to ArtDeal in the amount of 5& calculated on the aggregate of the Total Purchase Price (the “ArtDeal Buyer Service Fee”). The ArtDeal Buyer Service Fee is subject to Swiss VAT, if the Buyer is residing or having its seat in Switzerland. If applicable, such Swiss VAT shall be added to the ArtDeal Buyer Service Fee and shall be paid by the Buyer to ArtDeal.

(2) A fee to be paid to the Payment Processor in the amount of 0.25% calculated on the aggregate of (i) the Total Purchase Price, plus (ii) the Shipping Costs, plus (iii) the ArtDeal Buyer Service Fee (the “Stripe Routing Fee”).

(3) A fee to be paid to the Payment Processor in the amount of 2.90% calculated on the aggregate of (i) the Total Purchase Price, plus (ii) the Shipping Costs, plus (iii) the ArtDeal Buyer Service Fee, plus (iv) the Stripe Routing Fee (the “Stripe Transaction Fee”).

(The ArtDeal Buyer Service Fee, the Stripe Routing Fee and the Stripe Transaction Fee, together collectively the “Buyer Fees”).

11.2
Seller Fees. The fees to be paid by a Seller in relation to the sale of a Sale Asset shall comprise of the following:

(1) A fee to be paid to ArtDeal in the amount of 5% calculated on the net sale price of the Sale Asset (the “ArtDeal Seller Service Fee”). The ArtDeal Seller Service Fee is subject to Swiss VAT, if the Seller is residing or having its seat in Switzerland. If applicable, such Swiss VAT shall be added to the ArtDeal Seller Service Fee and shall be paid by the Seller to ArtDeal.

(2) The payout fee to be paid to the Payment Processor in the amount of USD 0.55 (the “Stripe Payout Fee”).

(The ArtDeal Seller Service Fee, and the Stripe Payout Fee, together collectively the “Seller Fees”).

12. PAYMENTS AND PAYMENT PROCESSOR

12.1
ArtDeal uses the Payment Processor to process transactions from Users and the Total Purchase Price is paid from a Buyer to a Seller. ArtDeal shall in no event be liable or responsible for any loss of or inability to do business or other damage or loss of any kind resulting directly or indirectly from (i) any inability to register with or use any services of the Payment Processor; (ii) any policy, act or omission of the Payment Processor; or (iii) any failure to accept any payment by credit card or remit funds to a User by electronic transfer in connection with any transaction in relation to Sale Assets or otherwise. ArtDeal shall in no event be liable to a User if we permit any Buyer to cancel any purchase transaction of a Sale Asset because the Payment Processor’s services become unavailable after the Buyer initiates such transaction.

12.2
Any and all payments on the Platform and/or the Services shall be made by credit card only (as accepted by the Payment Processor) in the currency as requested by the Seller (currently limited to USD).

13. TRANSACTION TAXES

13.1
All Transaction Taxes related to the sale/purchase of a Sale Asset are, unless exempt by law, solely to be borne by the Buyer. A Buyer shall pay to the Seller any Transaction Taxes as the Seller is required to collect. For the avoidance of doubt, any failure of a Seller to collect any applicable Transaction Taxes from a Buyer shall not relieve the respective Buyer’s obligation to pay such Transaction Taxes. Should a Buyer claim any exemption from any Transaction Taxes it is the Buyer’s sole responsibility (and in no event ArtDeal’s obligation) to request from the Seller any documentation necessary. Unless expressly otherwise indicated, the Transaction Taxes to be paid by a Buyer will be displayed at the ‘checkout’ on the Platform.

14. SHIPPING AND INSURANCE

14.1
Unless ArtDeal expressly agrees otherwise in writing with respect to a certain Sale Asset , you acknowledge and agree that shipping and insurance in relation to the transport of a Sale Asset from a Seller to a Buyer will be exclusively processed by ARTA Shipping, Inc. (the “Shipper”), unless there is another shipping option agreed (such as pickup or e-mail). The Users agree to exclusively engage the Shipper with respect to the packing, handling, pickup, shipping, and insurance of any Sale Asset to be shipped. In relation to the shipping, the Shipper’s terms and conditions apply which can be accessed here: https://arta.io/terms.

14.2
Buyers may choose between different options regarding shipment method and insurance coverage. The availability of the different shipment options is, however, subject to the place of delivery and not all shipment options might be available for the respective shipping address chosen by a Buyer. The costs for shipment and the respective insurance coverage (the “Shipping Costs”) are solely to be borne by the Buyer and to be paid to ArtDeal.

14.3
Users agree that ArtDeal shall in no event be liable or responsible, directly or indirectly, for the acts, omissions or policies of the Shipper in connection with the shipping, packing or handling of any Sale Asset.

14.4
Any Seller hereby represents and warrants to release the Sale Assets to the Shipper promptly upon the successful sale transaction on the Platform and/or the Services and to assist, where necessary, the Shipper in order to facilitate the shipment of the Sale Asset . Moreover, in case that the Sale Asset is located at a storage facility, any Seller hereby agrees and warrants to be liable for payment of any and all pre-collection storage and insurance costs, as well as any costs associated with the release of the Sale Asset .

14.5
Any customs duties, levies and taxes (the “Customs Duties”) with respect to Sale Assets will be processed by the Shipper and invoiced by the same to the Buyers for direct payment. The Buyers agree to pay such Customs Duties to the Shipper.

15. LIABILITY AND EXCLUSION OF LIABILITY

15.1
IN NO EVENT SHALL ARTDEAL BE LIABLE FOR ANY DIRECT, INDIRECT, OR CONSEQUENTIAL DAMAGES, INCLUDING DAMAGES FOR LOSS OF PROFITS, LOSS OF CREDIT CARD INFORMATION, USE OF DATA, INFORMATION, AND/OR CONTENT, OR OTHER INTANGIBLE LOSSES ARISING OUT OF, OR IN CONNECTION WITH THE Platform and/or the SERVICES, INCLUDING ALL INFORMATION AND CONTENT ON OR OTHERWISE RELATED IN ANY WAY TO THE PLATFORM AND/OR THE SERVICES OR ANY THIRD-PARTY WEBSITE, PRODUCT, OR SERVICE LINKED TO OR FROM THE PLATFORM AND/OR THE SERVICES, OR ANY SALE ASSET REFERENCED THEREIN. WITHOUT LIMITING THE FOREGOING, ANY INFORMATION AND CONTENT DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE PLATFORM AND/OR THE SERVICES IS ACCESSED AT YOUR OWN DISCRETION AND RISK, AND YOU WILL BE SOLELY RESPONSIBLE FOR AND HEREBY WAIVE ANY AND ALL CLAIMS WITH RESPECT TO ANY DAMAGE TO YOUR COMPUTER SYSTEM, INTERNET ACCESS, DOWNLOAD OR DISPLAY DEVICE, OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF ANY SUCH INFORMATION AND CONTENT.

15.2
To the extent permitted by applicable law, YOU HEREBY IRREVOCABLY WAIVE ANY CLAIM (WHETHER FOR INJURY, ILLNESS, DAMAGE, LIABILITY AND/OR COST) AGAINST ARTDEAL ARISING OUT OF YOUR USE OF OR INABILITY TO USE, OR IN CONNECTION WITH, THE PLATFORM AND/OR THE SERVICES, INCLUDING ANY INFORMATION AND CONTENT ON THE PLATFORM AND/OR THE SERVICES OR ANY THIRD-PARTY WEBSITE, PRODUCT, OR SERVICE LINKED TO OR FROM THE PLATFORM INCLUDING ANY CONTENT YOU PROVIDE TO THIRD PARTIES (INCLUDING PERSONALLY IDENTIFIABLE INFORMATION).

16. DISCLAIMER OF WARRANTIES

16.1
ARTDEAL MAKES NO EXPRESS OR IMPLIED WARRANTIES, REPRESENTATIONS, OR ENDORSEMENTS WHATSOEVER WITH RESPECT TO THE PLATFORM AND/OR THE SERVICES OR ANY CONTENT THEREIN. To the extent permitted by applicable law, ARTDEAL EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT, WITH REGARD TO THE PLATFORM AND/OR THE SERVICES OR ANY CONTENT THEREIN, AND ANY SALE ASSET FURNISHED OR TO BE FURNISHED VIA THE PLATFORM AND/OR THE SERVICES. ARTDEAL DOES NOT WARRANT THAT THE FUNCTIONS PERFORMED BY THE PLATFORM AND/OR THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE OR ERROR-FREE, OR THAT DEFECTS ON THE PLATFORM AND/OR THE SERVICES WILL BE CORRECTED. ARTDEAL DOES NOT MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM USE OF THE PLATFORM AND/OR THE SERVICES. THE PLATFORM AND/OR THE SERVICES AND THE CONTENT THEREIN ARE ONLY PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS.

16.2
ALL DEALINGS AND COMMUNICATIONS BETWEEN USERS ARE STRICTLY BETWEEN SUCH PERSONS OR ENTITIES, AND, To the extent permitted by applicable law, ARTDEAL DISCLAIMS ALL LIABILITY RELATING THERETO. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED FROM ARTDEAL OR THROUGH OR LINKED FROM THE PLATFORM AND/OR THE SERVICES SHALL CREATE ANY WARRANTY EXPRESS OR IMPLIED.

17. INDEMNIFICATION

Users agree to indemnify, defend and hold ArtDeal, its subsidiaries, and affiliates, and their respective officers, agents, partners and employees, harmless from any loss, liability, claim, or demand, including reasonable attorneys’ fees, made by any third party due to or arising out of your use of the Platform and/or the Services in violation of these Terms and Conditions and/or arising from a breach of these Terms and Conditions and/or any breach of your representations and warranties set forth herein and/or if any User Content that you post using the Platform and/or the Services causes ArtDeal to be liable to others. ArtDeal reserves the right to defend any such claim, and you agree to provide us with such reasonable cooperation and information as we may request.

18. OTHER WEBSITES AND SERVICES

18.1
The Platform and/or the Services may include links to third party websites or services. Such links and information are provided for convenience and do not constitute or imply any endorsement, sponsorship, or recommendation by ArtDeal of the third party, the third-party website, or the information contained therein. ArtDeal is not responsible or liable for the accuracy and availability of any such website or the content therein.

18.2
Third party content may appear on the Platform and/or the Services or may be accessible via links from the Platform and/or the Services. ArtDeal is not responsible for and assumes no liability for any mistakes, misstatements of law, defamation, omissions, obscenity, pornography or profanity in the statements, opinions, representations or any other form of content contained in any third-party content appearing on the Platform and/or the Services. You understand that the information and opinions in the third-party content is neither endorsed by nor does it reflect the belief of ArtDeal.

19. MOBILE APPLICATIONS

19.1
The Platform and/or the Services may be accessed through different stores and applications that may be accessed by other means. To the extent permitted by applicable law, the following supplemental terms shall apply:

19.2
Apple Store. By accessing the Platform and/or the Services through a device made by Apple, Inc. (“Apple”), you specifically acknowledge and agree that:

These Terms and Conditions are between ArtDeal and you; Apple is not a party to these Terms and Conditions.

The license granted to you hereunder is limited to a personal, limited, non-exclusive, non-transferable right to install the Platform and/or the Services on the Apple device(s) authorised by Apple that you own or control, subject to the usage rules set forth in Apple’s App Store Terms of Services.

Apple is not responsible for the Platform and/or the Services or the content thereof and has no obligation whatsoever to furnish any maintenance or support services with respect to the Platform and/or the Services.

In the event of any failure of the Platform and/or the Services to conform to any applicable warranty, you may notify Apple, and Apple will refund the purchase price for the Platform and/or the Services, if any, to you. To the maximum extent permitted by applicable law, Apple will have no other warranty obligation whatsoever with respect to the Platform and/or the Services.

Apple is not responsible for addressing any claims by you or a third party relating to the Platform and/or the Services or your possession or use of the Platform and/or the Services, including without limitation (a) product liability claims; (b) any claim that the Platform and/or the Services fails to conform to any applicable legal or regulatory requirement; and (c) claims arising under consumer protection or similar legislation.

In the event of any third-party claim that the Platform and/or the Services or your possession and use of the Platform and/or the Services infringes such third party’s intellectual property rights, Apple is not responsible for the investigation, defence, settlement or discharge of such intellectual property infringement claim.

You represent and warrant that (a) you are not located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a “terrorist supporting” country; and (b) you are not listed on any U.S. Government list of prohibited or restricted parties.

Apple and its subsidiaries are third party beneficiaries of these Terms and upon your acceptance of the terms and conditions of these Terms, Apple will have the right (and will be deemed to have accepted the right) to enforce these Terms against you as a third-party beneficiary hereof.

19.3
Google Play. By downloading the Platform and/or the Services from Google Play (or its successors) operated by Google, Inc. or one of its affiliates (“Google”), you specifically acknowledge and agree that:

to the extent of any conflict between (a) the Google Play Terms of Services and the Google Play Business and Program Policies or such other terms which Google designates as default end user license terms for Google Play (all of which together are referred to as the “Google Play Terms”), and (b) the other terms and conditions in these Terms and Conditions, the Google Play Terms shall apply with respect to your use of the Platform and/or the Services that you download from Google Play, and

you hereby acknowledge that Google does not have any responsibility or liability related to compliance or noncompliance by ArtDeal or you (or any other User) under these Terms and Conditions or the Google Play Terms.

20. CHANGES TO THESE TERMS AND CONDITIONS

20.1
ArtDeal may amend these Terms and Conditions from time to time, for instance when we amend or update the functionality of our Services or when there are regulatory changes. ArtDeal will use commercially reasonable efforts to generally notify all Users of any material changes to these Terms and Conditions, such as through a notice on our Platform and/or the Services, however, you should look at the Terms and Conditions regularly to check for such changes. We will also update the “Last Updated” date at the end of these Terms and Conditions, which reflect the effective date of such Terms and Conditions. Your continued access or use of the Platform and/or the Services after the date of the new Terms and Conditions constitutes your acceptance of the new Terms and Conditions. If you do not agree to the new Terms and Conditions, you must stop accessing or using the Platform and/or the Services.

21. MISCELLANEOUS

21.1
These Terms and Conditions constitute the entire agreement between you and ArtDeal with respect to the use of the Platform and/or the Services.

21.2
ArtDeal’s failure to insist upon or enforce any provision of these Terms and Conditions shall not be construed as a waiver of any provision or right.

21.3
ArtDeal does not guarantee that the Platform and/or the Services will be secure or free from bugs or viruses. You are responsible for configuring your information technology, computer programmes to access the Platform and/or the Services.

21.4
If any part of these Terms and Conditions is determined by a court of competent jurisdiction to be invalid or unenforceable, it will not impact any other provision of these Terms and Conditions, all of which will remain in full force and effect. The invalid or unenforceable provision(s) shall be replaced by such provision(s) ArtDeal would, acting reasonably, have implemented if been aware of the invalidity or unenforceability of the provision to be replaced.

22. GOVERNING LAW AND JURISDICTION

22.1
Any and all disputes or claims (including non-contractual disputes or claims) arising out of or in connection with these Terms and Conditions, your use of the Platform and/or the Services are governed by, and will be interpreted in accordance with, the substantive laws of Switzerland to the exclusion of its conflict of law rules and any international treaties (in particular the United Nations Convention on Contracts for the Sale of Goods (CISG)).

22.2
Exclusive jurisdiction for any dispute which may arise under or in connection with these Terms and Conditions or the Platform and/or the Services shall be the city of Zurich, Switzerland, venue being Zurich I.

Last Updated: 28 July 2022
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