Amendments

We reserve the right to periodically amend or revise these Terms at our sole discretion. Such changes will be effective immediately upon the display of the revised Terms on our website or Artfora Platform. The last revision date will be reflected in the "Last Modified" heading. Your continued use of the Artfora Platform or Service following such amendments constitutes your acknowledgement and consent to such amendments and your agreement to be bound by them. In the event of a material change, we will make our best efforts to provide written notification to you of such material change.

Services

1. The Company is the developer and operator of a platform named Artfora ("Artfora Platform"), which enables NFT holders ("Users") to manage and redeem from creators ("Artists") certain physical objects presented on the Artfora Platform and represented by an NFT ("Art Object") purchased and owned by such User.
2. The Company shall promote and display to the Users the Art Objects provided by the Artist and shall enable Users to redeem the Art Objects through the Artfora Platform. The operation, management and processing of the User's transactions, including the placement of redemption request ("User Order") and fulfillment of payments, billing and invoicing, will be made by the Company through the usage of smart contracts on the block-chain network. The Company shall provide the Artist with contact details of Users who request to redeem the Artist's Art Object for the purpose of shipping the Art Object of the User by the Artist (the "Services").
3. For the purpose of uploading and listing the Art Objects of the Artist in the Artfora Platform, the Artist shall provide the Company with details requested by the Company including the fees the User shall have to pay in order to be provided with the redeemed Art Object (the "Shipment Fee"). In addition as part of the onboarding process of the Artist and the creation of the Artist account in the Platform the Company shall collect and use certain Artist's information which may be found on the blockchain network such as the Artist display name and digital wallet address. You hereby represent and warrant you will provide accurate and complete information. In addition, you may provide solely your own information. It is strictly prohibited to use false identity, impersonate any other person or use a name that is not yours to use.

ARTIST'S RESPONSIBILITIES

1. By listing Art Objects for redemption on Artfora Platform, Artist confirms that he has the right to sell and deliver such Art Object to the User.
2. The Shipment Fee stated in each Art Object and the description thereof must be an accurate representation of the redemption details and the Art Objects.
3. The Art Objects and the consummation of the delivery of the Art Objects to the Users shall be at the Artist's sole responsibility. The Artist shall ensure the Art Objects' merchantability and Artist's assume full responsibility in connection with any claims (including of third parties) related to the Art Objects, their accuracy and lawfulness, User's satisfaction, defects, etc.
4. The Artist shall be further responsible for the fulfillment of the User Order following the approval of such User Order, including shipment, returns and refunds. Artist acknowledges that the Company does not support shipping and is solely responsible for providing the Services and Platform, in accordance with terms herein. Artist shall be responsible for the shipping of the purchased Art Objects up to the point of delivery or otherwise completing the transaction with the User.
5. The Artist shall be provided with applicable information, including name and contact details of Users (the "User Data"). The Artist shall use the User Data solely for the purpose of contacting the Users with regards to the applicable Art Object, in compliance with applicable laws. The Artist shall not sell or otherwise use the User Data for any other commercial purposes, unless the Artist shall independently obtain the User's consent. The Artist shall maintain the User Data in a secure manner and shall delete the User Data once such data is no longer required.
6. Artist hereby releases Company (and Company's officers, directors, agents, subsidiaries, affiliates, joint ventures and employees) from any and all claims, demands and damages (actual and consequential) of every kind and nature, known and unknown, suspected and unsuspected, disclosed and undisclosed, arising out of or in any way connected with the Offered Products and a User dispute.

CONSIDERATION & REPORTS

1. All the Shipment Fee or payments the Artist shall be entitled to under these terms shall be transferred directly from the user block chain wallet to the Artist block chain wallet. The Company shall have no responsibility or liability with regards to the Shipment Fee or any other payment the Artist is entitled to as part as the redemption of the Art Object.
2. The Artist shall bear all transaction fees as well as all its own taxes, duties and charges imposed or that may be imposed by any applicable governmental agency in connection with the Artist Revenue Share. Company will have the right to withhold or offset against any payments due to Artist any amounts due by Artist to Company for previous excess payment or otherwise, and to withhold and deduct from any payment any and all applicable taxes and charges, if and to the extent determined by Company to be required according to any applicable law, rule or regulation.

REPRESENTATIONS AND WARRANTIES

1. Each party represents and warrants to the other party that: (i) it has the full corporate right, power and authority to enter into this Agreement and the execution of this Agreement does not and will not violate any other agreement; and (ii) it complies with any and all applicable laws, regulations applicable in the relevant jurisdiction, while performing its obligations hereunder.
2. The Artist hereby represents and warrants that: (i) the Artist will use the Services in good faith and in compliance with all applicable laws and regulations including laws related to anti-money laundering and counter-terrorism financing; (ii) all information and material provided by the Artist in connection with the use of the Services, including with regards to the Art Object is true, lawful and accurate, and is not false, misleading or deceptive; (iii) the Artist has the legitimate right and all needed authorization to sell, distribute or export the Art Object using the Services and such Art Object do not infringe any third party's rights; (iv) the Artist has good title to the Offered Products, and the Art Object meet the agreed descriptions and requirements; and (vi) the Artist will not use or employ any misleading, fraudulent or inappropriate practices that may deceive the Users.
3. In addition, the Artist shall be solely responsible for the Art Object and any content, products or services offered therein (the "Promotional Materials"). The Company does not have any obligation to monitor the Promotional Materials or Art Object, for any purpose and, as a result, is not responsible for the discrepancy or misleading actions, inaccuracy, completeness, appropriateness, legality or applicability of the Promotional Materials.

CONTENT AND INTELLECTUAL PROPERTY

1. Artist hereby grants Company a non-transferable, nonexclusive, royalty-free, worldwide license for the Term of the Agreement, to use any materials provided by Artist or otherwise related to the Artist and its Art Object, including, without limitation Artist's logo, trademark, graphics, design, information, text, images, data, domain names, any and all graphical artwork, and other materials provided by Artist to Company (collectively, "Artist Content"), as needed for the purpose of the Services, at Company's reasonable discretion, including without limitation, promotion of Artist's Art Object and Promotional Materials. Artist agrees to inclusion of Artist's name, logo and trademark in marketing materials as a featured partner of Company for Company's marketing purposes. With respect to all of the Artist Content, Artist hereby represents and warrants that: (i) Artist owns or has the necessary licenses, rights, consents, and permissions to grant the right set forth herein, that (ii) no such content will violate the rights of any person or entity (including, without limitation, intellectual property rights and privacy rights), (iii) the Artist Content is not misleading or inaccurate, and (iv) does not contains any material or data that is profane. Company reserves the right, in its sole discretion, to remove any Artist Content from the Platform at any time, for any reason (including, but not limited to, upon receipt of claims or allegations from third parties or authorities relating to such Artist Content), or for no reason at all.
2. Company retains all rights, including any intellectual property rights in the Artfora Platform and Services including, without limitation, any underline software, source code, specifications, technologies, uses, descriptions, programs, software, computer programs, hardware, know-how, trade secrets, designs, drawings, processes, manufacture, developments, copyrights, copyrights applications, inventions, continuations, discoveries, ideas, drawings, formulas, technologies, computer technology, procedures, licenses, agreements, graphics, trademarks, logos, data structures, algorithms, research and development information, reports and any data of any sort and kind, oral, written or otherwise ("Company's Property"). Artist hereby acknowledge that Artist has no right, title or interest in or to any Company Property, and that Artist has no right to modify, edit, copy, reproduce, create derivative works of, reverse engineer, alter, enhance or in any way exploit any of the Company Property in any manner.

CONFIDENTIALITY & DATA PROTECTION

Each party agrees that it will not disclose or use the Confidential Information of the other party ("Disclosing Party") without the Disclosing Party's prior written consent. Each party agrees that it will take reasonable steps, at least substantially equivalent to the steps it takes to protect its own Confidential Information and to prevent the disclosure of the Disclosing Party's Confidential Information other than to its employees, affiliates, subsidiaries or other agents who must have access to such Confidential Information for such party to perform its obligations or exercise its rights hereunder, who will each agree to comply with this section. This Confidentiality section shall survive any termination or expiration of this Agreement. "Confidential Information" shall mean any non-public, proprietary, confidential or trade secret information of a party that a reasonable person or entity should have reason to believe is proprietary, confidential, or competitively sensitive, including, without limitation, business procedures, technology and any related documentation, client list, developments, business partners or other information disclosed by the Disclosing Party, either directly or indirectly in writing, orally or by drawings or inspection of parts or equipment.

TERM & TERMINATION

1. This Agreement shall commence upon the date you activate your collection through the Artfora Platform, and will continue until terminated by either party as detailed below.
2. Notwithstanding the foregoing, Company shall have the right to terminate the Agreement: (i) at any time, upon 72 hours' prior written notice to the Artist; (ii) immediately and without any prior written notice to Artist, in case of: (a) the Artist commits a material breach under the Agreement and such material breach is not curable or; if curable, has not been cured within 48 hours from the date of the notice on behalf of the Company requiring cure of such material breach; (b) the Artist enters into or is under dissolution or liquidation process, a bankruptcy or rehabilitation petition is filed against the Artist and is not dismissed or withdrawn within 60 days from the date of such petition being filed.
3. The Artist shall have the right to terminate the Agreement: (i) at any time, upon 30 days prior written notice to the Company (ii) immediately and without any prior written notice to Company, in case of: (a) the Company commits a material breach under the Agreement and such material breach is not curable or; if curable, has not been cured within 48 hours from the date of the notice on behalf of the Artist requiring cure of such material breach; (b) the Company enters into or is under dissolution or liquidation process, a bankruptcy or rehabilitation petition is filed against the Company and is not dismissed or withdrawn within 60 days from the date of such petition being filed.
4. Upon termination of this Agreement, for any reason, the parties shall return each other any Confidential Information in their possession, or shall destroy such Confidential Information, according to the disclosing party's request. In addition, the Artist shall cease all use of the Services and all rights and license granted herein by the Company shall be terminated immediately. Notwithstanding the above, the Artist shall comply with any and all obligations related to User Orders made prior to the effective date of termination. The Artist acknowledges and agrees that the Company will not be liable to Artist or any other person or entity for damages resulting from the termination of the Agreement.
5. Any provisions of the Agreement that by their nature are intended to survive any expiration or termination will survive expiration or termination of the Agreement for any reason.

DISCLAIMER & LIMITATION OF LIABILITY

1. THE ARTFORA PLATFORM AND SERVICE ARE PROVIDED "AS-IS". EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT AND TO THE FULLEST EXTENT POSSIBLE UNDER APPLICABLE LAW, THE COMPANY MAKES NO OTHER WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR USE OR NON-INFRINGEMENT OR THOSE ARISING IN THE COURSE OF OR CONNECTED TO ITS PERFORMANCE HEREUNDER, AND DISCLAIMS ANY SUCH WARRANTIES. IN ADDITION, COMPANY DOES NOT WARRANT THAT: (I) THE SERVICE WILL BE ERROR FREE OR THAT ANY ERRORS WILL BE CORRECTED; (II) THE OPERATION OF THE SERVICE WILL BE UNINTERRUPTED; (III) THE ARTIST WILL PROFIT OR DERIVE ANY ECONOMIC BENEFIT FROM ITS USE OF THE SERVICE; OR (IV) ANY SPECIFIC CONTENT, SERVICE OR FEATURE WILL BE MADE AVAILABLE. IN ADDITION, COMPANY USES INDUSTRY STANDARDS OF DATA SECURITY MEASURES, HOWEVER COMPANY DOES NOT AND CANNOT GUARANTEE THAT STORAGE OF ANY DATA WILL BE SECURE AT ALL TIMES, AND COMPANY SHALL NOT BE RESPONSIBLE FOR UNAUTHORIZED ACCESS TO OR ALTERATION TO ARTFORA PLATFORM.
2. EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT, IN NO EVENT WILL COMPANY OR ITS SUBSIDIARIES, SHAREHOLDERS, DIRECTORS, AFFILIATES, OFFICERS, EMPLOYEES, AGENTS, SUCCESSORS AND PERMITTED ASSIGNEES (COLLECTIVELY, “COMPANY GROUP”) BE LIABLE TO THE ARTIST OR ANY THIRD PARTY FOR ANY SPECIAL, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES, INCLUDING TO ANY DAMAGES FOR THE USE OR INABILITY TO USE THE SERVICE OR ANY PART THEREOF, LOST DATA, LOST PROFITS, LOSS OF GOODWILL, LOST REVENUE, SERVICE INTERRUPTION, SYSTEM FAILURE OR COSTS ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, THE SERVICE OR ANY PART THEREIN UNDER ANY THEORY OF LIABILITY, INCLUDING FOR CONTRACT OR TORT (INCLUDING PRODUCTS LIABILITY, STRICT LIABILITY AND NEGLIGENCE), AND WHETHER OR NOT THE COMPANY GROUP WAS OR SHOULD HAVE BEEN AWARE OR ADVISED OF THE POSSIBILITY OF SUCH DAMAGE AND NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY STATED HEREIN.
3. WITHOUT DEROGATING FROM THE FOREGOING, AND OTHER THAN IN CASES OF WILLFUL MISCONDUCT, COMPANY'S MAXIMUM AGGREGATE LIABILITY FOR ANY DAMAGES ARISING UNDER THIS AGREEMENT WILL BE LIMITED TO UP TO US$ 50.

Indemnification

Artist agrees to defend, indemnify and hold harmless Company its respective officers, directors, employees and agents, from and against any and all damages, claims, demands, actions, judgments, obligations, losses, liabilities, costs or debt, and expenses (including but not limited to attorney's fees) arising from: (i) Artist's breach of any term of the Agreement or any other policy; (ii) Artist's breach of any third party right, including without limitation any copyright, property, consumer right or privacy right; (c) any claim made by the User, in connection with an User Order, including without limitation, all claims regarding Artist's Art Object.

Miscellaneous

For any dispute, you have with us, you agree to first contact us at: info@artfora.com, and attempt to resolve the dispute with us amicably. If, however, we were unable to resolve the dispute informally, then each party agrees that these Terms shall be exclusively governed by the Laws of the State of Israel, without regards to its conflict of laws principles. Any dispute arising from these Terms shall be brought before the competent courts of Tel Aviv, Israel.

These Terms constitute the entire understanding between the parties with respect to the use of the Artfora Platform or Services. If any provision of these Terms is held to be unenforceable, such provision shall be reformed only to the extent necessary to make it enforceable and such decision shall not affect the enforceability of such provision under other circumstances, or of the remaining provisions hereof under any circumstances. Failure by the Company to enforce any rights or to take any action against you in the event of any breach hereunder shall not be deemed as a waiver of such rights or of subsequent actions in the event of future breaches. These Terms and any right granted herein may not be assigned by you without the prior written consent of the Company. The Company may assign its rights and obligations set forth herein at any time, at its sole discretion.

Contact Us

If you have any questions or concerns regarding these Terms, please contact us at: info@artfora.com.