Terms of Service
Last updated - May 9th, 2022
Welcome
ArchMeta (“ArchMeta,” “we,” “us,” “our”) provides its marketplace and services (described below) to you (“you” or “User") through its website, platform, and marketplace located at www.archmeta.com (the “Platform”), subject to the following Terms of Service (as amended from time to time, the “Terms”). By signing up for an account on the Platform or otherwise using or accessing the Platform, you acknowledge that you have read and agree to these Terms. The Privacy Policy and all such additional terms, guidelines, and rules as set forth on the Platform are hereby incorporated by reference into these Terms and expressly agreed to and acknowledged by the User.
PLEASE READ THESE TERMS CAREFULLY, AS THEY CONTAIN AN AGREEMENT TO ARBITRATE AND OTHER IMPORTANT INFORMATION REGARDING YOUR LEGAL RIGHTS, REMEDIES, AND OBLIGATIONS. THE AGREEMENT TO ARBITRATE REQUIRES (WITH LIMITED EXCEPTION) THAT YOU SUBMIT CLAIMS YOU HAVE AGAINST US TO BINDING AND FINAL ARBITRATION, AND FURTHER (1) YOU WILL ONLY BE PERMITTED TO PURSUE CLAIMS AGAINST FOUNDATION ON AN INDIVIDUAL BASIS, NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY CLASS OR REPRESENTATIVE ACTION OR PROCEEDING, (2) YOU WILL ONLY BE PERMITTED TO SEEK RELIEF (INCLUDING MONETARY, INJUNCTIVE, AND DECLARATORY RELIEF) ON AN INDIVIDUAL BASIS, AND (3) YOU MAY NOT BE ABLE TO HAVE ANY CLAIMS YOU HAVE AGAINST US RESOLVED BY A JURY OR IN A COURT OF LAW.
We reserve the right, at our sole discretion, to change or modify portions of these Terms at any time. If we do this, we will post the changes on this page and will indicate at the top of this page the date these Terms were last revised. We will also notify you, either through the Platform user interface, in an email notification or through other reasonable means. Any such changes will become effective no earlier than fourteen (14) days after they are posted, except that changes addressing new functions of the Platform will be effective immediately. Your continued use of the Platform after the date any such changes become effective constitutes your acceptance of the new Terms of Service.
PLEASE READ THESE TERMS CAREFULLY, AS THEY CONTAIN AN AGREEMENT TO ARBITRATE AND OTHER IMPORTANT INFORMATION REGARDING YOUR LEGAL RIGHTS, REMEDIES, AND OBLIGATIONS. THE AGREEMENT TO ARBITRATE REQUIRES (WITH LIMITED EXCEPTION) THAT YOU SUBMIT CLAIMS YOU HAVE AGAINST US TO BINDING AND FINAL ARBITRATION, AND FURTHER (1) YOU WILL ONLY BE PERMITTED TO PURSUE CLAIMS AGAINST FOUNDATION ON AN INDIVIDUAL BASIS, NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY CLASS OR REPRESENTATIVE ACTION OR PROCEEDING, (2) YOU WILL ONLY BE PERMITTED TO SEEK RELIEF (INCLUDING MONETARY, INJUNCTIVE, AND DECLARATORY RELIEF) ON AN INDIVIDUAL BASIS, AND (3) YOU MAY NOT BE ABLE TO HAVE ANY CLAIMS YOU HAVE AGAINST US RESOLVED BY A JURY OR IN A COURT OF LAW.
We reserve the right, at our sole discretion, to change or modify portions of these Terms at any time. If we do this, we will post the changes on this page and will indicate at the top of this page the date these Terms were last revised. We will also notify you, either through the Platform user interface, in an email notification or through other reasonable means. Any such changes will become effective no earlier than fourteen (14) days after they are posted, except that changes addressing new functions of the Platform will be effective immediately. Your continued use of the Platform after the date any such changes become effective constitutes your acceptance of the new Terms of Service.
1) What is ArchMeta?
ArchMeta provides a platform for Users, including artists (“Creators,” “Architects”) and collectors (“Collectors,” “Teams”), to sell, purchase, list for auction, make offers on, and bid on (each a “Transaction”) Digital Artwork (as defined below).
a) Smart-Contract Enabled. “Digital Artwork” on the Platform refers to a non-fungible Ethereum-based token that uses smart contracts on the Ethereum blockchain (“Smart Contracts”). The Ethereum blockchain provides an immutable ledger of all transactions that occur on the blockchain. This means that all Digital Artwork is outside of the control of any one party, including Foundation, and is subject to many risks and uncertainties. We neither own nor control MetaMask, Coinbase, the Ethereum network, the smart contracts on which Collections (as defined below) are based (“Collection Smart Contracts”), your browser, or any other third party site, product, or service that you might access, visit, or use for the purpose of enabling you to use the various features of the Platform. We will not be liable for the acts or omissions of any such third parties, nor will we be liable for any damage that you may suffer as a result of your transactions or any other interaction with any such third parties. You understand that your Ethereum public address will be made publicly visible whenever you engage in a Transaction on the Platform.
b) Noncustodial. While ArchMeta offers a marketplace for Digital Artwork, it does not buy, sell, or ever take custody or possession of any Digital Artwork. The Platform facilitates User collection of Digital Artwork, but neither ArchMeta nor the Platform are custodians of any Digital Artwork. The User understands and acknowledges that the Smart Contracts do not give ArchMeat custody, possession, or control of any Digital Artwork or cryptocurrency at any time for the purpose of facilitating Transactions on the Platform. You affirm that you are aware and acknowledge that ArchMeta is a non-custodial service provider and has designed the Platform to be directly accessible by the Users without any involvement or actions taken by ArchMeta or any third-party. ArchMeta facilitates Transactions between the Users on the Platform but is not a party to any agreement between any sellers, buyers, Creators, Collectors, and other Users. As a marketplace, ArchMeta cannot make any representation or guarantee that Creators or Users will achieve any particular outcome as the result of listing their Digital Artwork or engaging in any other Transaction on the Platform.
1) What is ArchMeta?
ArchMeta provides a platform for Users, including artists (“Creators,” “Architects”) and collectors (“Collectors,” “Teams”), to sell, purchase, list for auction, make offers on, and bid on (each a “Transaction”) Digital Artwork (as defined below).
a) Smart-Contract Enabled. “Digital Artwork” on the Platform refers to a non-fungible Ethereum-based token that uses smart contracts on the Ethereum blockchain (“Smart Contracts”). The Ethereum blockchain provides an immutable ledger of all transactions that occur on the blockchain. This means that all Digital Artwork is outside of the control of any one party, including Foundation, and is subject to many risks and uncertainties. We neither own nor control MetaMask, Coinbase, the Ethereum network, the smart contracts on which Collections (as defined below) are based (“Collection Smart Contracts”), your browser, or any other third party site, product, or service that you might access, visit, or use for the purpose of enabling you to use the various features of the Platform. We will not be liable for the acts or omissions of any such third parties, nor will we be liable for any damage that you may suffer as a result of your transactions or any other interaction with any such third parties. You understand that your Ethereum public address will be made publicly visible whenever you engage in a Transaction on the Platform.
b) Noncustodial. While ArchMeta offers a marketplace for Digital Artwork, it does not buy, sell, or ever take custody or possession of any Digital Artwork. The Platform facilitates User collection of Digital Artwork, but neither ArchMeta nor the Platform are custodians of any Digital Artwork. The User understands and acknowledges that the Smart Contracts do not give ArchMeat custody, possession, or control of any Digital Artwork or cryptocurrency at any time for the purpose of facilitating Transactions on the Platform. You affirm that you are aware and acknowledge that ArchMeta is a non-custodial service provider and has designed the Platform to be directly accessible by the Users without any involvement or actions taken by ArchMeta or any third-party. ArchMeta facilitates Transactions between the Users on the Platform but is not a party to any agreement between any sellers, buyers, Creators, Collectors, and other Users. As a marketplace, ArchMeta cannot make any representation or guarantee that Creators or Users will achieve any particular outcome as the result of listing their Digital Artwork or engaging in any other Transaction on the Platform.
2) How do I use ArchMeta?
a) Your Registration Obligations: Anyone can browse the Platform without registering for an account. You may be required to register with ArchMeta in order to access and use certain features on the Platform, such as participating as a Creator or Collector. If you choose to register for the Platform, you agree to provide and maintain true, accurate, current, and complete information about yourself as prompted by our registration form. Registration data and certain other information about you are governed by our Privacy Policy. You must be at least 13 years old to register for an account as a Creator, and at least 18 years old to place a bid on any Digital Artwork. If you are between 13 and 18 years old, you must have the expressed permission of a parent or legal guardian who can accept these Terms on your behalf. You are responsible for anything that occurs when anyone is signed in to your account, as well as the security of the account.
b) Member Account, Password, and Security: You are responsible for maintaining the confidentiality of your account and password, if any, and are fully responsible for any and all activities that occur under your password or account. You agree to (a) immediately notify ArchMeta of any unauthorized use of your password or account or any other breach of security, and (b) ensure that you exit from your account at the end of each session when accessing the Platform. Foundation will not be liable for any loss or damage arising from your failure to comply with this Section.
c) Connecting your Wallet: In order to participate as a Creator or Collector on the Platform, you must connect your account to your digital wallet supported on MetaMask, WalletConnect or other wallet extensions or gateways as allowed on the Platform. Such digital wallets allow you to purchase, store, and engage in transactions using the native Ethereum cryptocurrency, ETH. All Transactions on the Platform are in the native Ethereum cryptocurrency, ETH.
d) Modifications to the Platform: ArchMeta reserves the right to modify or discontinue, temporarily or permanently, the Platform (or any part thereof) with or without notice. You agree that ArchMeta will not be liable to you or to any third party for any modification, suspension, or discontinuance of the Platform.
d) Modifications to the Platform: ArchMeta reserves the right to modify or discontinue, temporarily or permanently, the Platform (or any part thereof) with or without notice. You agree that ArchMeta will not be liable to you or to any third party for any modification, suspension, or discontinuance of the Platform.
4) How do I become a creator?
Artists need an invitation or to become a Creator on ArchMeta. Selling invitations in return for ETH or any other favor is strictly prohibited. If ArchMeta becomes aware that any invitation is being sold to a third party, ArchMeta may suspend or otherwise terminate your access to ArchMeta.
ArchMeta maintains complete discretion in selecting the artists in its marketplace, and makes no guarantees or promises that any artists will be approved as Creators even if ArchMeta solicited the request.
ArchMeta maintains complete discretion in selecting the artists in its marketplace, and makes no guarantees or promises that any artists will be approved as Creators even if ArchMeta solicited the request.
5) What are the intellectual property rights on the Platform?
a) Creator Rights
The Creator owns all legal right, title, and interest in all intellectual property rights of the content underlying the Digital Artwork minted by the Creator on the Platform (such underlying content, the “Art Content”) and any content specific to a Collection that is not the Digital Artwork within a Collection (“Collection Content”), including but not limited to copyrights and trademarks in the Art Content and Collection Content. As the copyright owner, the Creator has the right to reproduce, prepare derivatives of, distribute, and display or perform the Art Content and Collection Content.
The Creator hereby acknowledges, understands, and agrees that selling such Digital Artwork on the Platform constitutes an express representation, warranty, and covenant that the Creator (a) has not sold, tokenized or created another cryptographic token, and (b) will not, and will not cause another to, sell, tokenize, or create another cryptographic token, in each case representing a digital collectible for the same Art Content underlying such Digital Artwork.
By launching any Digital Artwork on the Platform, the Creator hereby expressly and affirmatively grants to the Collector and, to the extent applicable, any subsequent Collector in a Secondary Sale (as defined below) a license pursuant to Section 5(c)(ii) below.
Creator expressly represents and warrants that its Art Content underlying any Digital Artwork launched on the Platform and Collection Content contain only original content otherwise authorized for use by the Creator, and do not contain unlicensed or unauthorized copyrighted content, including any imagery, design, audio, video, human likeness, or other unoriginal content not created by the Creator, not authorized for use by the Creator, not in the public domain, or otherwise without a valid claim of fair use. The Creator further represents and warrants that it has permission to incorporate the unoriginal content, to the extent such permission is legally required.
i) Collection: On the Platform, a Creator can mint new Digital Artworks into a unique smart contract that represents a collection of such Digital Artworks (a “Collection”). Collection Smart Contract is wholly owned by the Creator that minted the Collection and cannot be sold or traded. However, the individual Digital Artworks in a Collection can be sold in accordance with these Terms. The terms and mechanics of Collection are set forth here.
b) ArchMeta Rights to Art Content, Collection Content and Non-ArchMeta Content
User hereby acknowledges, understands, and agrees that by launching, listing, or selling any Digital Artwork (including Non-ArchMeta Artwork) on the Platform, User hereby expressly and affirmatively grants to ArchMeta, and its Affiliates (as defined below) and its and their successors, a non-exclusive, world-wide, transferable, sublicensable, perpetual, irrevocable, and royalty-free license to (a) reproduce, display, perform, distribute and transmit the Art Content or Non-ArchMeta Content underlying such Digital Artwork, and Collection Content, for the purpose of operating and developing the Platform, and (b) use and incorporate the Art Content or Non-ArchMeta Content underlying such Digital Artwork, and Collection Content, or derivative works of any of the foregoing, on any marketing materials, and to reproduce, display, perform, display and transmit such marketing materials on any media whether now known or later discovered for the purposes of operating, promoting, sharing, marketing, and advertising the Platform. The foregoing licenses include, without limitation, the express rights to: (i) display or perform the Art Content or Non-ArchMeta Content underlying such Digital Artwork, and Collection Content, on the Platform, a third party platform, social media posts, blogs, editorials, advertising, market reports, virtual galleries, museums, virtual environments, editorials, or to the public; (ii) index the Art Content, Non-ArchMeta Content and Collection Content in electronic databases, indexes, and catalogues; and (iii) host, store, distribute, and reproduce one or more copies of such Art Content and Collection Content within a distributed file keeping system, node cluster, or other database (e.g., IPFS) or cause, direct, or solicit others to do so. For purposes hereof, “Affiliate” means an entity which, directly or indirectly, owns or controls, is owned or is controlled by or is under common ownership or control with ArchMeta.
c) Collector Rights
i) The Collector receives a cryptographic token representing the Creator’s Art Content as a piece of property, but does not own the Art Content itself or any intellectual property rights therein. The Collector may display and share the Art Content, but the Collector does not have any legal ownership, right, or title to any copyrights, trademarks, or other intellectual property rights to the Art Content, except the limited license to the Art Content granted by these Terms.
ii) Upon legally collecting and obtaining ownership of any Digital Artwork launched on the Platform, the Collector receives from the seller of such Digital Artwork a limited, worldwide, non-assignable and non-transferable (except as expressly set forth below), non-sublicensable, royalty-free license to display the Art Content underlying such Digital Artwork solely for the Collector’s non-commercial purposes, including the right to display such Art Content privately or publicly: (i) for the purpose of promoting or sharing the Collector’s purchase of, ownership of, or interest in such Digital Artwork, (ii) for the purpose of sharing, promoting, discussing, or commenting on such Art Content; (iii) on third party marketplaces, exchanges, platforms, or applications in association with an offer to sell, or trade, the Digital Artwork; and (iv) within decentralized virtual environments, virtual worlds, virtual galleries, virtual museums, or other navigable and perceivable virtual environments (the “Collector License”). Upon any sale or transfer of the Digital Artwork to another collector, (a) the foregoing license will automatically transfer to such other collector, and such other collector will be deemed the “Collector” (for purposes of such Digital Artwork and the Collector License to the underlying Art Content) and will be subject to these Terms and (b) the seller or transferor of such Digital Artwork will cease to have any further rights to such Art Content.
iii) While the Collector has the right to sell, trade, transfer, or use their Digital Artwork, the Collector may not make commercial use of the Digital Artwork or its underlying Art Content.
iv) If a Collector sells, trades or transfers its Digital Artwork to a subsequent Collector, regardless of whether on or off the Platform, such Collector represents and warrants that it will (i) notify the subsequent Collector of these Terms and (ii) require the subsequent Collector to comply with these Terms.
v) The Collector agrees that it will not, and will not permit any third party to, do or attempt to do any of the foregoing without the Creator’s express prior written consent in each case: (i) modify, distort, mutilate, or perform any other modification to the Art Content which would be prejudicial to the Creator’s honor or reputation; (ii) use the Digital Artwork or underlying Art Content to advertise, market, or sell any third party product or service; (iii) use the Digital Artwork or underlying Art Content in connection with images, videos, or other forms of media that depict hatred, intolerance, violence, cruelty, or anything else that could reasonably be found to constitute hate speech or otherwise infringe upon the rights of others; (iv) incorporate the Digital Artwork or underlying Art Content in movies, videos, video games, or any other forms of media for a commercial purpose, except to the limited extent that such use is expressly permitted by these Terms or solely for Collector’s personal, non-commercial use; (v) sell, distribute for commercial gain, or otherwise commercialize merchandise that includes, contains, or consists of the Digital Artwork or underlying Art Content; (vi) attempt to trademark, copyright, or otherwise acquire additional intellectual property rights in or to the Digital Artwork or underlying Art Content; (vii) attempt to mint, tokenize, or create an additional cryptographic token representing the same Digital Artwork or underlying Art Content, whether on or off of the Platform; (viii) falsify, misrepresent, or conceal the authorship of the Digital Artwork or underlying Art Content; or (ix) otherwise utilize any Art Content or, except as expressly permitted under these Terms, the Digital Artwork for the Collector’s or any third party’s commercial benefit. Collector agrees that it receives no rights to any Collection Content and will not use, copy, distribute or otherwise exploit the Collection Content in any manner.
vi) Collector irrevocably releases, acquits, and forever discharges ArchMeta and its Affiliates and it and their officers and successors of any liability for direct or indirect copyright or trademark infringement for ArchMeta’s use of any Digital Artwork or underlying Art Content, or any Collection Content, in accordance with these Terms.
vii) Digital Artwork on the Platform that was minted on or by a third party platform or service (“Non-ArchMeta Artwork”) and the intellectual property rights of the content underlying such Non-ArchMeta Artwork (“Non-ArchMeta Content”) may be subject to separate license or other terms granted in connection with the initial sale of such Non-ArchMeta Artwork (“Non-ArchMeta Artwork Terms”), in which case those Non-ArchMeta Artwork Terms will govern in connection with such content and materials, provided that in the event of any conflict between the Non-ArchMeta Artwork Terms and these Terms that are not specific to a Collector’s rights to use or otherwise exploit the Non-ArchMeta Content, these Terms shall govern and control as between you and ArchMeta. Subject to the foregoing, if you purchase any Non-ArchMeta Artwork, you agree to comply with the Non-ArchMeta Artwork Terms.
d) Platform Content, Software, and TrademarksYou acknowledge and agree that the Platform may contain content or features (“Platform Content”) that are protected by copyright, patent, trademark, trade secret or other proprietary rights and laws. Except as expressly authorized by ArchMeta, you agree not to modify, copy, frame, scrape, rent, lease, loan, sell, distribute or create derivative works based on the Platform or the Platform Content, in whole or in part. In connection with your use of the Platform you will not engage in or use any data mining, robots, scraping or similar data gathering or extraction methods. If you are blocked by ArchMeta from accessing the Platform (including by blocking your IP address), you agree not to implement any measures to circumvent such blocking (e.g., by masking your IP address or using a proxy IP address). Any use of the Platform or the Platform Content other than as specifically authorized herein is strictly prohibited. The technology and software underlying the Platform or distributed in connection therewith are the property of ArchMeta, our Affiliates and our partners (the “Software”). You agree not to copy, modify, create a derivative work of, reverse engineer, reverse assemble or otherwise attempt to discover any source code, sell, assign, sublicense, or otherwise transfer any right in the Software. Any rights not expressly granted herein are reserved by ArchMeta.
The ArchMeta name and logos are trademarks and service marks of ArchMeta (collectively the “ArchMeta Trademarks”). Other company, product, and service names and logos used and displayed via the Platform may be trademarks or service marks of their respective owners who may or may not endorse or be affiliated with or connected to ArchMeta. Nothing in these Terms or the Platform should be construed as granting, by implication, estoppel, or otherwise, any license or right to use any of ArchMeta Trademarks displayed on the Platform, without our prior written permission in each instance. All goodwill generated from the use of ArchMeta Trademarks will inure to our exclusive benefit.
e) Third Party Content
Under no circumstances will ArchMeta be liable in any way for any Digital Artwork, Art Content, Collection Content, Non-ArchMeta Artwork, Non-Foundation Content, Collection, or any other content or materials of any third parties (including Users), including, but not limited to, (i) for any errors or omissions in any content or materials, (ii) for infringement or violation of intellectual property or other rights in relation to such content or materials, (iii) for any promises, purported promises, or commitments made by other Users, or (iv) for any loss or damage of any kind incurred as a result of the use of any such content or materials or as a result of reliance on any such promises or commitments. You acknowledge that ArchMeta does not pre-screen content, but that ArchMeta has the right (but not the obligation) in our sole discretion to refuse or remove any content that is available via the Platform. Without limiting the foregoing, ArchMeta has the right to remove any content (and to terminate any licenses granted with respect thereto) that is deemed by ArchMeta, in our sole discretion, to violate these Terms or otherwise be objectionable. You agree that you must evaluate, and bear all risks associated with, the use of any content and the purchase of any Digital Artwork (including Non-ArchMeta Artwork), including any reliance on the accuracy, completeness, or usefulness of such content.
f) User Content Transmitted Through the Platform
With respect to the Digital Artwork, Art Content, Collection Content, Non-ArchMeta Artwork, Non-ArchMeta Content, Collection, or any other content or materials you upload through the Platform or share with other users or recipients (collectively, “User Content”), you represent and warrant that you own all right, title and interest in and to such User Content, including, without limitation, all copyrights and rights of publicity contained therein, or otherwise have all necessary rights under applicable law to all materials incorporated in the User Content to engage in Transactions. Excluding Art Content and Collection Content (which are licensed in Section 5(b) above), by uploading any User Content you hereby grant ArchMeta and its Affiliates its and their successors a nonexclusive, worldwide, royalty free, fully paid up, transferable, sublicensable, perpetual, irrevocable license to copy, display, upload, perform, distribute, store, modify, transmit and otherwise use your User Content in connection with the operation of the Platform or the promotion, advertising or marketing thereof in any form, medium or technology now known or later developed.
Any questions, comments, suggestions, ideas, feedback or other information about the Platform (“Submissions”), provided by you to ArchMeta are non-confidential and ArchMeta will be entitled to the unrestricted use and dissemination of these Submissions for any purpose, commercial or otherwise, without acknowledgment or compensation to you.
ArchMeta may preserve User Content and may also disclose such content if required to do so by law or in the good faith belief that such preservation or disclosure is reasonably necessary to: (a) comply with legal process, applicable laws or government requests; (b) enforce these Terms; (c) respond to claims that any content violates the rights of third parties; or (d) protect the rights, property, or personal safety of ArchMeta, its Users and the public. You understand that the technical processing and transmission of the Platform, including User Content, may involve (i) transmissions over various networks; and (ii) changes to conform and adapt to technical requirements of connecting networks or devices.
g) Copyright Complaints:
ArchMeta respects the intellectual property of others, and we ask our Users to do the same. If you believe that your work has been copied in a way that constitutes copyright infringement, or that your intellectual property rights have been otherwise violated, you should notify ArchMeta of your infringement claim in accordance with the procedure set forth below.
ArchMeta will process and investigate notices of alleged infringement and will take appropriate actions under the Digital Millennium Copyright Act (“DMCA”) and other applicable intellectual property laws with respect to any alleged or actual infringement. A notification of claimed copyright infringement should be emailed to ArchMeta Copyright Agent at trust@archmeta.com (Subject line: “DMCA Takedown Request”).
To be effective, the notification must be in writing and contain the following information:
The Creator owns all legal right, title, and interest in all intellectual property rights of the content underlying the Digital Artwork minted by the Creator on the Platform (such underlying content, the “Art Content”) and any content specific to a Collection that is not the Digital Artwork within a Collection (“Collection Content”), including but not limited to copyrights and trademarks in the Art Content and Collection Content. As the copyright owner, the Creator has the right to reproduce, prepare derivatives of, distribute, and display or perform the Art Content and Collection Content.
The Creator hereby acknowledges, understands, and agrees that selling such Digital Artwork on the Platform constitutes an express representation, warranty, and covenant that the Creator (a) has not sold, tokenized or created another cryptographic token, and (b) will not, and will not cause another to, sell, tokenize, or create another cryptographic token, in each case representing a digital collectible for the same Art Content underlying such Digital Artwork.
By launching any Digital Artwork on the Platform, the Creator hereby expressly and affirmatively grants to the Collector and, to the extent applicable, any subsequent Collector in a Secondary Sale (as defined below) a license pursuant to Section 5(c)(ii) below.
Creator expressly represents and warrants that its Art Content underlying any Digital Artwork launched on the Platform and Collection Content contain only original content otherwise authorized for use by the Creator, and do not contain unlicensed or unauthorized copyrighted content, including any imagery, design, audio, video, human likeness, or other unoriginal content not created by the Creator, not authorized for use by the Creator, not in the public domain, or otherwise without a valid claim of fair use. The Creator further represents and warrants that it has permission to incorporate the unoriginal content, to the extent such permission is legally required.
i) Collection: On the Platform, a Creator can mint new Digital Artworks into a unique smart contract that represents a collection of such Digital Artworks (a “Collection”). Collection Smart Contract is wholly owned by the Creator that minted the Collection and cannot be sold or traded. However, the individual Digital Artworks in a Collection can be sold in accordance with these Terms. The terms and mechanics of Collection are set forth here.
b) ArchMeta Rights to Art Content, Collection Content and Non-ArchMeta Content
User hereby acknowledges, understands, and agrees that by launching, listing, or selling any Digital Artwork (including Non-ArchMeta Artwork) on the Platform, User hereby expressly and affirmatively grants to ArchMeta, and its Affiliates (as defined below) and its and their successors, a non-exclusive, world-wide, transferable, sublicensable, perpetual, irrevocable, and royalty-free license to (a) reproduce, display, perform, distribute and transmit the Art Content or Non-ArchMeta Content underlying such Digital Artwork, and Collection Content, for the purpose of operating and developing the Platform, and (b) use and incorporate the Art Content or Non-ArchMeta Content underlying such Digital Artwork, and Collection Content, or derivative works of any of the foregoing, on any marketing materials, and to reproduce, display, perform, display and transmit such marketing materials on any media whether now known or later discovered for the purposes of operating, promoting, sharing, marketing, and advertising the Platform. The foregoing licenses include, without limitation, the express rights to: (i) display or perform the Art Content or Non-ArchMeta Content underlying such Digital Artwork, and Collection Content, on the Platform, a third party platform, social media posts, blogs, editorials, advertising, market reports, virtual galleries, museums, virtual environments, editorials, or to the public; (ii) index the Art Content, Non-ArchMeta Content and Collection Content in electronic databases, indexes, and catalogues; and (iii) host, store, distribute, and reproduce one or more copies of such Art Content and Collection Content within a distributed file keeping system, node cluster, or other database (e.g., IPFS) or cause, direct, or solicit others to do so. For purposes hereof, “Affiliate” means an entity which, directly or indirectly, owns or controls, is owned or is controlled by or is under common ownership or control with ArchMeta.
c) Collector Rights
i) The Collector receives a cryptographic token representing the Creator’s Art Content as a piece of property, but does not own the Art Content itself or any intellectual property rights therein. The Collector may display and share the Art Content, but the Collector does not have any legal ownership, right, or title to any copyrights, trademarks, or other intellectual property rights to the Art Content, except the limited license to the Art Content granted by these Terms.
ii) Upon legally collecting and obtaining ownership of any Digital Artwork launched on the Platform, the Collector receives from the seller of such Digital Artwork a limited, worldwide, non-assignable and non-transferable (except as expressly set forth below), non-sublicensable, royalty-free license to display the Art Content underlying such Digital Artwork solely for the Collector’s non-commercial purposes, including the right to display such Art Content privately or publicly: (i) for the purpose of promoting or sharing the Collector’s purchase of, ownership of, or interest in such Digital Artwork, (ii) for the purpose of sharing, promoting, discussing, or commenting on such Art Content; (iii) on third party marketplaces, exchanges, platforms, or applications in association with an offer to sell, or trade, the Digital Artwork; and (iv) within decentralized virtual environments, virtual worlds, virtual galleries, virtual museums, or other navigable and perceivable virtual environments (the “Collector License”). Upon any sale or transfer of the Digital Artwork to another collector, (a) the foregoing license will automatically transfer to such other collector, and such other collector will be deemed the “Collector” (for purposes of such Digital Artwork and the Collector License to the underlying Art Content) and will be subject to these Terms and (b) the seller or transferor of such Digital Artwork will cease to have any further rights to such Art Content.
iii) While the Collector has the right to sell, trade, transfer, or use their Digital Artwork, the Collector may not make commercial use of the Digital Artwork or its underlying Art Content.
iv) If a Collector sells, trades or transfers its Digital Artwork to a subsequent Collector, regardless of whether on or off the Platform, such Collector represents and warrants that it will (i) notify the subsequent Collector of these Terms and (ii) require the subsequent Collector to comply with these Terms.
v) The Collector agrees that it will not, and will not permit any third party to, do or attempt to do any of the foregoing without the Creator’s express prior written consent in each case: (i) modify, distort, mutilate, or perform any other modification to the Art Content which would be prejudicial to the Creator’s honor or reputation; (ii) use the Digital Artwork or underlying Art Content to advertise, market, or sell any third party product or service; (iii) use the Digital Artwork or underlying Art Content in connection with images, videos, or other forms of media that depict hatred, intolerance, violence, cruelty, or anything else that could reasonably be found to constitute hate speech or otherwise infringe upon the rights of others; (iv) incorporate the Digital Artwork or underlying Art Content in movies, videos, video games, or any other forms of media for a commercial purpose, except to the limited extent that such use is expressly permitted by these Terms or solely for Collector’s personal, non-commercial use; (v) sell, distribute for commercial gain, or otherwise commercialize merchandise that includes, contains, or consists of the Digital Artwork or underlying Art Content; (vi) attempt to trademark, copyright, or otherwise acquire additional intellectual property rights in or to the Digital Artwork or underlying Art Content; (vii) attempt to mint, tokenize, or create an additional cryptographic token representing the same Digital Artwork or underlying Art Content, whether on or off of the Platform; (viii) falsify, misrepresent, or conceal the authorship of the Digital Artwork or underlying Art Content; or (ix) otherwise utilize any Art Content or, except as expressly permitted under these Terms, the Digital Artwork for the Collector’s or any third party’s commercial benefit. Collector agrees that it receives no rights to any Collection Content and will not use, copy, distribute or otherwise exploit the Collection Content in any manner.
vi) Collector irrevocably releases, acquits, and forever discharges ArchMeta and its Affiliates and it and their officers and successors of any liability for direct or indirect copyright or trademark infringement for ArchMeta’s use of any Digital Artwork or underlying Art Content, or any Collection Content, in accordance with these Terms.
vii) Digital Artwork on the Platform that was minted on or by a third party platform or service (“Non-ArchMeta Artwork”) and the intellectual property rights of the content underlying such Non-ArchMeta Artwork (“Non-ArchMeta Content”) may be subject to separate license or other terms granted in connection with the initial sale of such Non-ArchMeta Artwork (“Non-ArchMeta Artwork Terms”), in which case those Non-ArchMeta Artwork Terms will govern in connection with such content and materials, provided that in the event of any conflict between the Non-ArchMeta Artwork Terms and these Terms that are not specific to a Collector’s rights to use or otherwise exploit the Non-ArchMeta Content, these Terms shall govern and control as between you and ArchMeta. Subject to the foregoing, if you purchase any Non-ArchMeta Artwork, you agree to comply with the Non-ArchMeta Artwork Terms.
d) Platform Content, Software, and TrademarksYou acknowledge and agree that the Platform may contain content or features (“Platform Content”) that are protected by copyright, patent, trademark, trade secret or other proprietary rights and laws. Except as expressly authorized by ArchMeta, you agree not to modify, copy, frame, scrape, rent, lease, loan, sell, distribute or create derivative works based on the Platform or the Platform Content, in whole or in part. In connection with your use of the Platform you will not engage in or use any data mining, robots, scraping or similar data gathering or extraction methods. If you are blocked by ArchMeta from accessing the Platform (including by blocking your IP address), you agree not to implement any measures to circumvent such blocking (e.g., by masking your IP address or using a proxy IP address). Any use of the Platform or the Platform Content other than as specifically authorized herein is strictly prohibited. The technology and software underlying the Platform or distributed in connection therewith are the property of ArchMeta, our Affiliates and our partners (the “Software”). You agree not to copy, modify, create a derivative work of, reverse engineer, reverse assemble or otherwise attempt to discover any source code, sell, assign, sublicense, or otherwise transfer any right in the Software. Any rights not expressly granted herein are reserved by ArchMeta.
The ArchMeta name and logos are trademarks and service marks of ArchMeta (collectively the “ArchMeta Trademarks”). Other company, product, and service names and logos used and displayed via the Platform may be trademarks or service marks of their respective owners who may or may not endorse or be affiliated with or connected to ArchMeta. Nothing in these Terms or the Platform should be construed as granting, by implication, estoppel, or otherwise, any license or right to use any of ArchMeta Trademarks displayed on the Platform, without our prior written permission in each instance. All goodwill generated from the use of ArchMeta Trademarks will inure to our exclusive benefit.
e) Third Party Content
Under no circumstances will ArchMeta be liable in any way for any Digital Artwork, Art Content, Collection Content, Non-ArchMeta Artwork, Non-Foundation Content, Collection, or any other content or materials of any third parties (including Users), including, but not limited to, (i) for any errors or omissions in any content or materials, (ii) for infringement or violation of intellectual property or other rights in relation to such content or materials, (iii) for any promises, purported promises, or commitments made by other Users, or (iv) for any loss or damage of any kind incurred as a result of the use of any such content or materials or as a result of reliance on any such promises or commitments. You acknowledge that ArchMeta does not pre-screen content, but that ArchMeta has the right (but not the obligation) in our sole discretion to refuse or remove any content that is available via the Platform. Without limiting the foregoing, ArchMeta has the right to remove any content (and to terminate any licenses granted with respect thereto) that is deemed by ArchMeta, in our sole discretion, to violate these Terms or otherwise be objectionable. You agree that you must evaluate, and bear all risks associated with, the use of any content and the purchase of any Digital Artwork (including Non-ArchMeta Artwork), including any reliance on the accuracy, completeness, or usefulness of such content.
f) User Content Transmitted Through the Platform
With respect to the Digital Artwork, Art Content, Collection Content, Non-ArchMeta Artwork, Non-ArchMeta Content, Collection, or any other content or materials you upload through the Platform or share with other users or recipients (collectively, “User Content”), you represent and warrant that you own all right, title and interest in and to such User Content, including, without limitation, all copyrights and rights of publicity contained therein, or otherwise have all necessary rights under applicable law to all materials incorporated in the User Content to engage in Transactions. Excluding Art Content and Collection Content (which are licensed in Section 5(b) above), by uploading any User Content you hereby grant ArchMeta and its Affiliates its and their successors a nonexclusive, worldwide, royalty free, fully paid up, transferable, sublicensable, perpetual, irrevocable license to copy, display, upload, perform, distribute, store, modify, transmit and otherwise use your User Content in connection with the operation of the Platform or the promotion, advertising or marketing thereof in any form, medium or technology now known or later developed.
Any questions, comments, suggestions, ideas, feedback or other information about the Platform (“Submissions”), provided by you to ArchMeta are non-confidential and ArchMeta will be entitled to the unrestricted use and dissemination of these Submissions for any purpose, commercial or otherwise, without acknowledgment or compensation to you.
ArchMeta may preserve User Content and may also disclose such content if required to do so by law or in the good faith belief that such preservation or disclosure is reasonably necessary to: (a) comply with legal process, applicable laws or government requests; (b) enforce these Terms; (c) respond to claims that any content violates the rights of third parties; or (d) protect the rights, property, or personal safety of ArchMeta, its Users and the public. You understand that the technical processing and transmission of the Platform, including User Content, may involve (i) transmissions over various networks; and (ii) changes to conform and adapt to technical requirements of connecting networks or devices.
g) Copyright Complaints:
ArchMeta respects the intellectual property of others, and we ask our Users to do the same. If you believe that your work has been copied in a way that constitutes copyright infringement, or that your intellectual property rights have been otherwise violated, you should notify ArchMeta of your infringement claim in accordance with the procedure set forth below.
ArchMeta will process and investigate notices of alleged infringement and will take appropriate actions under the Digital Millennium Copyright Act (“DMCA”) and other applicable intellectual property laws with respect to any alleged or actual infringement. A notification of claimed copyright infringement should be emailed to ArchMeta Copyright Agent at trust@archmeta.com (Subject line: “DMCA Takedown Request”).
To be effective, the notification must be in writing and contain the following information:
- an electronic or physical signature of the person authorized to act on behalf of the owner of the copyright or other intellectual property interest;
- a description of the copyrighted work or other intellectual property that you claim has been infringed;
- a description of where the material that you claim is infringing is located on the Platform, with enough detail that we may find it on the Platform;
- your address, telephone number, and email address;
- a statement by you that you have a good faith belief that the disputed use is not authorized by the copyright or intellectual property owner, its agent, or the law;
- a statement by you, made under penalty of perjury, that the above information in your Notice is accurate and that you are the copyright or intellectual property owner or authorized to act on the copyright or intellectual property owner’s behalf.
h) Counter-Notice
If you believe your User Content that was removed (or to which access was disabled) is not infringing, or that you have the authorization from the copyright owner, the copyright owner’s agent, or pursuant to the law, to upload and use the content in your User Content, you may send a written counter-notice containing the following information to the Copyright Agent:
your physical or electronic signature;
identification of the content that has been removed or to which access has been disabled and the location at which the content appeared before it was removed or disabled;
a statement that you have a good faith belief that the content was removed or disabled as a result of mistake or a misidentification of the content; and
If a counter-notice is received by the Copyright Agent, ArchMeta will send a copy of the counter-notice to the original complaining party informing that person that it may replace the removed content or cease disabling it in 10 business days. Unless the copyright owner files an action seeking a court order against the content provider, member or user, the removed content may be replaced, or access to it restored, in 10 to 14 business days or more after receipt of the counter-notice, at our sole discretion.
i) Repeat Infringer Policy
In accordance with the DMCA and other applicable law, ArchMeta has adopted a policy of terminating, in appropriate circumstances and at ArchMeta's sole discretion, Users who are deemed to be repeat infringers. ArchMeta may also at its sole discretion (i) limit access to the Platform and/or terminate the memberships of any Users who infringe any intellectual property rights of others, whether or not there is any repeat infringement and (ii) terminate any Collector License related to a DMCA takedown notice.
j) User Agrees to Cooperate with ArchMeta
Creator expressly agrees to refund to the Collector and/or ArchMeta, at ArchMeta’s direction, the entire portion of Fees (as defined below) received from the sale of any Digital Artwork that was subsequently removed from the Platform pursuant to an effective DMCA request to which the Creator failed to timely submit an effective DMCA Counternotification. ArchMeta will not be held liable to any User for removing allegedly infringing works from the Platform or otherwise fulfilling its legal obligations under the DMCA.
Creators, Collectors, and all Users expressly agree to cooperate and timely respond to ArchMeta’s investigations, requests, and inquiries related to DMCA disputes or allegations of infringement.
If you believe your User Content that was removed (or to which access was disabled) is not infringing, or that you have the authorization from the copyright owner, the copyright owner’s agent, or pursuant to the law, to upload and use the content in your User Content, you may send a written counter-notice containing the following information to the Copyright Agent:
your physical or electronic signature;
identification of the content that has been removed or to which access has been disabled and the location at which the content appeared before it was removed or disabled;
a statement that you have a good faith belief that the content was removed or disabled as a result of mistake or a misidentification of the content; and
If a counter-notice is received by the Copyright Agent, ArchMeta will send a copy of the counter-notice to the original complaining party informing that person that it may replace the removed content or cease disabling it in 10 business days. Unless the copyright owner files an action seeking a court order against the content provider, member or user, the removed content may be replaced, or access to it restored, in 10 to 14 business days or more after receipt of the counter-notice, at our sole discretion.
i) Repeat Infringer Policy
In accordance with the DMCA and other applicable law, ArchMeta has adopted a policy of terminating, in appropriate circumstances and at ArchMeta's sole discretion, Users who are deemed to be repeat infringers. ArchMeta may also at its sole discretion (i) limit access to the Platform and/or terminate the memberships of any Users who infringe any intellectual property rights of others, whether or not there is any repeat infringement and (ii) terminate any Collector License related to a DMCA takedown notice.
j) User Agrees to Cooperate with ArchMeta
Creator expressly agrees to refund to the Collector and/or ArchMeta, at ArchMeta’s direction, the entire portion of Fees (as defined below) received from the sale of any Digital Artwork that was subsequently removed from the Platform pursuant to an effective DMCA request to which the Creator failed to timely submit an effective DMCA Counternotification. ArchMeta will not be held liable to any User for removing allegedly infringing works from the Platform or otherwise fulfilling its legal obligations under the DMCA.
Creators, Collectors, and all Users expressly agree to cooperate and timely respond to ArchMeta’s investigations, requests, and inquiries related to DMCA disputes or allegations of infringement.
6) What Fees does ArchMeta charge?
Fees and Royalties. You agree and understand that all fees, commissions, and royalties are transferred, processed, or initiated directly through one or more of the smart contracts on the Ethereum blockchain network.
The Fees for an initial sale on the Platform of Digital Artwork launched on the Platform (“Initial Sale”) is as follows:
The Fees for an initial sale on the Platform of Digital Artwork launched on the Platform (“Initial Sale”) is as follows:
- Creators receive 95% of the total sales price of an Initial Sale.
- ArchMeta collects 5% of the total sales price of an Initial Sale.
The Fees for a secondary sale on the Platform of Digital Artwork launched on the Platform (“Secondary Sale”) is as follows:
- Seller receives 85% of the total sales price of a Secondary Sale.
- Original Creator receives 10% of the total sales price of a Secondary Sale.
- ArchMeta collects 5% of the total sales price of a Secondary Sale.
The Fees for a secondary sale on the Platform of Non-ArchMeta Artwork (“Non-ArchMeta Artwork Secondary Sale”) is as follows:
- ArchMeta collects 5% of the total sales price of a Non-Foundation Artwork Secondary Sale.
The royalty for a secondary sale outside the Platform of Digital Artwork launched on the Platform is as follows:
- Original Creator receives 10% of the total sales price of a Secondary Sale, as set forth here.
ArchMeta does not generally collect any fees, commissions, or royalties for transactions occurring outside of the Platform. Users irrevocably releases, acquits, and forever discharges ArchMeta and its Affiliates and its and their officers and successors of any liability for royalties, fines, or fees not received from any transaction outside of the Platform.
All Transactions on the Platform, including without limitation minting, tokenizing, bidding, listing, offering, purchasing, or confirming, are facilitated by smart contracts existing on the Ethereum network. The Ethereum network requires the payment of a transaction fee (a “Gas fee”) for every transaction that occurs on the Ethereum network, and thus every Transaction occurring on the Platform. The value of the Gas Fee changes, often unpredictably, and is entirely outside of the control of ArchMeta. The User acknowledges that under no circumstances will a contract, agreement, offer, sale, bid, or other Transaction on the Platform be invalidated, revocable, retractable, or otherwise unenforceable on the basis that the Gas Fee for the given transaction was unknown, too high, or otherwise unacceptable.
Split. Creators can share earnings from the sale of Digital Artwork launched on the Platform. The terms and mechanics of how to split earnings are set forth here.
Taxes. Users are responsible to pay any and all sales, use, value-added and other taxes, duties, and assessments now or hereafter claimed or imposed by any governmental authority, “associated with your use of the Platform (including, without limitation, any taxes that may become payable as the result of your ownership, transfer, purchase, sale, or creation of any artworks).
All Transactions on the Platform, including without limitation minting, tokenizing, bidding, listing, offering, purchasing, or confirming, are facilitated by smart contracts existing on the Ethereum network. The Ethereum network requires the payment of a transaction fee (a “Gas fee”) for every transaction that occurs on the Ethereum network, and thus every Transaction occurring on the Platform. The value of the Gas Fee changes, often unpredictably, and is entirely outside of the control of ArchMeta. The User acknowledges that under no circumstances will a contract, agreement, offer, sale, bid, or other Transaction on the Platform be invalidated, revocable, retractable, or otherwise unenforceable on the basis that the Gas Fee for the given transaction was unknown, too high, or otherwise unacceptable.
Split. Creators can share earnings from the sale of Digital Artwork launched on the Platform. The terms and mechanics of how to split earnings are set forth here.
Taxes. Users are responsible to pay any and all sales, use, value-added and other taxes, duties, and assessments now or hereafter claimed or imposed by any governmental authority, “associated with your use of the Platform (including, without limitation, any taxes that may become payable as the result of your ownership, transfer, purchase, sale, or creation of any artworks).
7) What about my privacy?
Our privacy policy is a part of these Terms. Please review the ArchMeta Privacy Policy, which also governs the Platform and informs Users of our data collection practices.
