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KULT ART Digital Terms of Use

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1.       Welcome to KULT ART Digital!

2.       About KULT ART Digital

3.       Creating an Account

4.       Things You Definitely Shouldn’t Do

5.       Buy (a fraction of) a Product (Primary Market)

6.       Co-Owning a Product

7.       Buying and Selling a (fraction of a) Product (Secondary Market)

8.       Investment Risks and Guarantees

9.       Management, Gains and Costs

10.     Taxes3

11.     KULT ART Digital’s Intellectual Property

12.     Disclaimer of Liability and Warranty

13.     Other terms and conditions

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1.Welcome to KULT ART Digital!

Welcome to KULT ART Digital. By using this website (the “Site”) and services (together with the Site, the “Services”) offered by Kult Art Digital GmbH (hereinafter “KULT ART Digital,” “we,” or “us”), you’re agreeing to these legally binding rules (the “Terms”). You’re also agreeing to our data processing principles as laid out in the Privacy Statement, and agreeing to follow any other rules on the Site. You may be a User (a registered or unregistered user of the Site), a Collector (if you co-own at least one Artwork as a registered User) or an Artist (if you make available Artwork to Users through KULT ART Digital). If you’re an Artist, additional terms will apply.

We may change these terms from time to time. If we do, we’ll let you know about any material changes, either by notifying you on the Site or by sending you an email. New versions of the terms will never apply retroactively — we’ll tell you the exact date they go into effect. If you keep using KULT ART Digital after a change, that means you accept the new terms.

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2.About KULT ART Digital

KULT ART is mainly a platform operator. KULT ART’s role is limited to bringing together supply and demand in the artwork market in a digital and timely manner, using DLT and tokenization. Whenever a User buys Artworks or a tokenized fraction of it, he or she becomes a Collector. KULT ART Digital aims to optimize the experience of (potential) Collectors in connection with their Artwork. The content, documents, contracts and data made available by KULT ART Digital on the website constitute neither an invitation nor a recommendation to conclude a legal transaction. KULT ART Digital does not make any investment recommendations.

KULT ART Digital does not accept or retain any public deposits or other third-party assets in connection with the Services. Furthermore, KULT ART Digital does not provide any services in connection with the management, safekeeping and distribution of collective investment schemes.

Currently, the Services of KULT ART Digital consist of four pillars:

  • We search the market for high-potential Artworks and Artists. This includes building and maintaining relationships to Artists and art experts and continuously monitoring the market for interesting opportunities.

  • We combine the supply and demand in the artwork market by presenting for direct sale promising Artworks and Collections of Artworks (collectively the “Product”), which meet the minimum requirements defined by us, to Users and Collectors. Whenever we spot a Product which we consider appropriate, we will do our best to provide you with the possibility to fund, co-own and enjoy it through our platform. We call this a “Project”.

  • We take care of your Products. Whenever you successfully participate in a Project, you engage us to find a safe place for your (co-owned) Product, insure it and present it individually or jointly with other Artworks at exhibitions. At the end of the exposition cycle, we may sell the Product on you and the other joint owners’ behalf. According to the then applicable terms, you as a co-owner may have certain privileged purchase options.

  • You will be provided a node on KULT ART Digital’s DLT multi-tenancy solution in which you can collect your tokens of your acquired fractions of artwork.

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3.Creating an Account

You can browse KULT ART Digital without registering for an account. But to use some of KULT ART Digital’s functions, you’ll need to register, choose a username, and set a password. When you do that, the information you give us has to be accurate and complete. Don’t impersonate anyone else or choose names that are offensive or that violate anyone’s rights. If you don’t follow these rules, we may cancel your account.

You’re responsible for all the activity on your account, and for keeping your password confidential. If you find out that someone’s used your account without your permission, you should report it to info@kultart.digital

To sign up for an account, you need to be at least 18 years old, or old enough to form a binding contract where you live. If we deem it necessary, we may ask you for proof of age.

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4.Things You Definitely Shouldn’t Do

KULT ART Digital is for current and future art enthusiasts. We expect all of them to behave responsibly and help keep this a nice place. Don’t do any of these things — most of which boil down to “don’t mess with our system”:

  • Don’t try to interfere with the proper workings of the Services.

  • Don’t bypass any measures we’ve put in place to secure the Services.

  • Don’t try to damage or get unauthorized access to any system, data, password, or other information, whether it belongs to KULT ART Digital or another party.

  • Don’t take any action that imposes an unreasonable load on our infrastructure, or on our third-party providers.

  • Don’t use any kind of software or device (whether it’s manual or automated) to “crawl” or “spider” any part of the Site.

  • Don’t take apart or reverse engineer any aspect of KULT ART Digital in an effort to access things like source code, underlying ideas, or algorithms.

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5.Buy (a fraction of) a Product (Primary Market)

You will find Projects offering you the opportunity to purchase fraction(s) respectively tokens of Products on our Platform. What exactly you purchase at which price will be explained in detail in each campaign. These are the terms that apply:

  • You’re only charged if the Project is successful and the Product is fully funded and actually sold. You’ll provide your payment information when you agree to buy, but you won’t be charged at this time. Your payment will only be collected if, at the time of the Project deadline, the Product has been fully funded. If a Project is not successful and the Product could not be financed, you won’t be charged and no money will change hands.

  • In some cases, we’ll reserve the charge on your card. KULT ART Digital and its payment providers may authorize or reserve a charge on your credit card (or whatever payment method you use) for any amount up to the full purchase price you agreed to pay, at any time between the purchase and the collection of funds.

  • You cannot decrease or cancel the purchase price you agreed to pay. Each Seller is committed to effectively sell the Product at the price shown on the platform; and so are you to co-purchase und ultimately co-own it. This means that you cannot decrease or cancel an active purchase during the Project.

  • You are responsible for the permanent validity of your card. If we cannot charge your card at the end of a successful Project, we reserve the right to cancel your purchase.

  • KULT ART Digital doesn’t offer refunds. With the successful financing of a Project, you become co-owner of the Product. Please see Section 6 (“Co-Owning a Product”) below for further details.

  • You may join a waiting list for fully funded Products. We reserve the right to create waiting lists for fully funded Products to compensate unsuccessful charges of cards or other defaults. Once joined, you cannot cancel an active purchase on a waiting list during a Project.

Please note that an Artwork may be or become part of an Artwork portfolio (Collection). Please review the respective campaign for detailed information.

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6.Co-Owning a Product

You will be able to find an overview of all purchased Products and related information on a dashboard.

Each Collector is giving its fraction of the Product into permanent fiduciary management of KULT ART Digital. KULT ART Digital is the only entity and/or body entitled to assess the full ownership of the Product and how much of the Product each Collector represents. You acknowledge and guarantee, that you will not purchase or sell (fractions of) Products outside the platform without the previous, unconditional consent of KULT ART Digital.

The main scope of our fiduciary management of the Product is to increase the visibility and make dispositions which may positively influence your experience and value of the Product. To such an end, Products shall be loaned out to third parties (galleries, museums, foundations, institutions, etc. based on our discretion) and we will be entitled to exercise every necessary right on behalf of the co-owning Collectors to manage the Products. We shall not be deemed responsible nor liable in cases where the Products are not loaned.

At the end of the exposition cycle (or earlier), we have the possibility to sell the Product on behalf of the co-owning Collectors in order to secure the fundings back. We are entitled to a 20% management fee on the profit made for the sale.

We offer you a node on KULT ART Digital’s DLT multi-tenancy node which holds all the informations (including all value relevant information which determine the value of the artworks co-owned by you)  and additional benefits during the co-ownership. You will be informed about substantial changes in value of the artwork(s) co-owned by you.

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7.Buying and Selling a (fraction of a) Product (Secondary Market)

KULT ART Digital provides a trading platform for Artwork and Artwork Collections (Secondary Market). Once a token of the Product is sold to you, you will be in a position to transfer the token in the Secondary Market over the Platform. You will be informed about a potential hold back period relating to a concrete Product in its Project description prior to its purchase.

When you post a token of a Product for sale, you’re inviting other people to form a contract with you. Any User who agrees to purchase a token of the Product from you is accepting your offer and forming that contract.

KULT ART Digital is not a part of this contract — the contract is a direct legal agreement between you and the buying User.

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8.Investment Risks and Guarantees

The purchase of the token of Products allows you to become the co-owner of the Product; nevertheless, entailed to this purchase is a form of investment that may expose you to capital losses. In this respect, you are aware of the economic risk that may arise from this activity.

Neither we nor any third parties provide any warranty or guarantee as to the accuracy, timeliness, performance, completeness or suitability of the information and materials found or offered on the Site for any particular purpose. You acknowledge that such information and materials may contain inaccuracies or errors and we expressly exclude liability for any such inaccuracies or errors to the fullest extent permitted by law.

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9.Management, Gains and Costs

All prices are to be understood as gross prices and include a management fee for the Services we offer.

The management fee KULT ART Digital receives in connection with a transaction in a particular Project includes the transaction and insurance fees, the costs of operating the KULT ART Digital platform and the DLT multi-tenancy solution and any fees and taxes (in particular VAT) to be paid by KULT ART Digital. It also includes the insurance cover for the transport and the transport costs of the Product during the exposition cycle.

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10.Taxes

When selling (token of) Products on KULT ART Digital Users confirm that they have clarified their VAT liability and fully comply with their obligations. KULT ART Digital is subject to VAT only in connection with the management fees. If KULT ART Digital is subject to any claims for levies of any kind, which are to be paid by the User, User shall fully indemnify KULT ART Digital in this respect.

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11.KULT ART Digital’s Intellectual Property

The content on KULT ART Digtial is protected in various ways. You do have the right to use it for certain personal purposes, but you can’t use it for anything commercial without getting permission first.

KULT ART Digital’s Services are legally protected in various ways, including copyrights, trademarks, service marks, trade secrets, and other rights and laws. You agree to respect all copyright and other legal notices, information, and restrictions contained in any content accessed through the Site. You also agree not to change, translate, or otherwise create derivative works of the Service.

KULT ART Digital grants you a license to reproduce content from the Services for personal use only. This license covers both KULT ART Digital’s own protected content and user-generated content on the Site. (This license is worldwide, non-exclusive, non-sublicensable, and non-transferable.) If you want to use, reproduce, modify, distribute, or store any of this content for a commercial purpose, you need prior written permission from KULT ART Digital or the relevant copyright holder. A “commercial purpose” means you intend to use, sell, license, rent, or otherwise exploit content for commercial use, in any way.

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12.Disclaimer of Liability and Warranty

Any liability of KULT ART Digital, its officers, employees and assistants is excluded to the extent permitted by law. In addition, KULT ART Digital, its officers, employees or assistants shall not be liable for indirect or consequential damages such as loss of profits or claims by third parties or for loss of data in general.

Any warranty by KULT ART Digital is excluded to the fullest extent permitted by law. Nor does KULT ART Digital make any representations.

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13.Other terms and conditions

You are not entitled to offset your claims against us against claims of us.

You are not entitled to assign or transfer any claims and rights arising from the contractual relationship with us or the entire contractual relationship to third parties without the prior written consent of us.

We shall have the right to assign or transfer any claim or right arising out of or in connection with the agreement with you or the entire agreement to any subsidiary, affiliate or third party without your prior written consent.

Should any provision of these Terms be or become invalid, void or unenforceable at any time, in whole or in part, the remainder of these Terms shall not be affected thereby. The invalid provision shall be replaced by a provision that comes as close as possible to the economic and legal purpose of the invalid provision.

These Terms are governed, construed and enforced by the substantive Laws of Switzerland whereby (i) international conventions, including the United Nations Convention on Contracts for the International Sale of Goods of 11.04.1980 (CISG) and (ii) Swiss conflict of law rules are hereby excluded from application to these Terms.

Unless otherwise provided by statutory law, the ordinary courts of the City of Zurich shall have exclusive jurisdiction with regard to any dispute arising out of or in connection with these Terms (including its interpretation, closing, execution, binding effect, amendment, breach, termination or enforcement).

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