Canvas to code - Terms and Conditions

TERMS AND CONDITIONS

SALE AND PURCHASE AGREEMENT

concerning VOKA NFT

By buying and selling a VOKA NFT ("NFT") you agree to the terms herein (hereinafter " Agreement").

If you buy, you are hereinafter the " Purchaser" and if you sell (or transfer), you are the " Seller".

VOKA, born 1965, is the Austrian Artist of the digital artwork and in case of Asset-backed NFT, the Painting which is backed to the NFT. VOKA also acts as the custodian (Hengsttalweg 2, 2734 Puchberg, Austria) for the physical painting in case of Asset-backed NFTs (hereinafter " Artist" or " Custodian").

Purchaser, Seller and Artist are together hereinafter the " Parties"

This Agreement regulates the sale and purchase OF THIS NFT. In case of Asset-backed NFT, it also regulates the transfer AND FUTURE TRANSFERS of the legal ownership of the physical artwork connected with the asset-backed NFT, along with the Smart Contract.

It sets out the duties and rights between the Purchaser and the Seller, but also between the Purchaser and the Artist, who acts as the Custodian and is in possession of the Painting, while the NFT is traded.

By buying an NFT you, as Purchaser OR Seller OR future Seller agree to comply with the sale and purchase procedure and transfer and delivery conditions according to this Agreement.

Arties GmbH, Crypto Valley, Zug, is the NFT project partner of the Artist and the organiser of the Arties X VOKA collection (hereinafter "Arties"). Arties is no party to this agreement, unless it acts as a Seller or Purchaser. For the initial sale of Mint Passes please refer to the Terms and Conditions of of Arties.org.

Legal support by Streichenberg Attorneys at law, Crypto Valley Greater Zurich Area, Switzerland.

1. Object

1.1 The NFT

  1. The NFT ( 0x4F10f31A01AA74a13273eC73520eE425a17c026E ) is part of the Arties X VOKA Collection called Canvas to Code, whichcontains the995 (nine hundred and five) non-asset-backed NFTs and 5 (five) asset-backed NFT artworks of the Artist. The total supply is 1000 NFTs. VOKA reserves his right to launch more collections in future.

  2. " Asset-backed NFT" means a Non-fungible Token, a unit of data stored on the Ethereum Blockchain , which certifies digital assets, in this case a digital artwork of the Artist VOKA; backed to, in context with this Agreement, the physical artwork (hereinafter " Painting") of the Artist;

  3. " Non-asset-backed NFT" means a Non-fungible Token, a unit of data stored on the Bitcoin Blockchain which is not backed to an physical asset and certifies digital assets, in context with this Agreement, a digital artwork of the artist VOKA created by Arties;

  4. Further information can be found in the Meta Data of the NFT.

1.2 The Assets

  1. The physical artworks backed to the NFTs are defined as follows (the "Painting(s)"):

  2. [THE FOLLOWING NFT IS BACKED TO THE FOLLOWING PAINTING:

    1. Artist: European artist VOKA who created and supplied the NFT artwork

    2. Title: Cryptoduck

    3. Year: 2022

    4. Description: 1,2 x 1m canvas with an image of a Duck holding an ETH crystal between its fingers.

    5. Singed by VOKA

    6. Known defects are registered under arties.org/defects (see Nr. 1.2f)]

    7. Token ID 0 & Smart Contract 0x4F10f31A01AA74a13273eC73520eE425a17c026E

  3. [THE FOLLOWING NFT IS BACKED TO THE FOLLOWING PAINTING:

    1. Artist: European artist VOKA who created and supplied the NFT artwork

    2. Title: Cryptonaut

    3. Year: 2022

    4. Description: 1,2 x 1m canvas with an image of an astronaut holding a flag, standing on the moon

    5. Singed by VOKA

    6. Known defects are registered under arties.org/defects (see Nr. 1.2f)]

    7. Token ID 1 & Smart Contract 0x4F10f31A01AA74a13273eC73520eE425a17c026E

  4. [THE FOLLOWING NFT IS BACKED TO THE FOLLOWING PAINTING:

    1. Artist: European artist VOKA who created and supplied the NFT artwork

    2. Title: Lion

    3. Year: 2022

    4. Description: 1,2 x 1m canvas with an image of a lion

    5. Singed by VOKA

    6. Known defects are registered under arties.org/defects (see Nr. 1.2f)]

    7. Token ID 2 & Smart Contract 0x4F10f31A01AA74a13273eC73520eE425a17c026E

  5. [THE FOLLOWING NFT IS BACKED TO THE FOLLOWING PAINTING:

    1. Artist: European artist VOKA who created and supplied the NFT artwork

    2. Title: Bull vs Bear

    3. Year: 2022

    4. Description: 1,2 x 1m canvas with an image of a Bull and a Bear fighting representing the market´s lifecycle

    5. Singed by VOKA

    6. Known defects are registered under arties.org/defects (see Nr. 1.2f)]

    7. Token ID 3 & Smart Contract 0x4F10f31A01AA74a13273eC73520eE425a17c026E

  6. [THE FOLLOWING NFT IS BACKED TO THE FOLLOWING PAINTING:

    1. Artist: European artist VOKA who created and supplied the NFT artwork

    2. Title: Faceless

    3. Year: 2022

    4. Description: 1,2 x 1m canvas with an image of a mask showcasing the principle of anonymity in crypto space.

    5. Singed by VOKA

    6. Known defects are registered under arties.org/defects (see Nr. 1.2f)]

    7. Token ID 4 & Smart Contract 0x4F10f31A01AA74a13273eC73520eE425a17c026E

2. Sale and Purchase

  1. The Seller agrees to sell and the Purchaser agrees to buy the NFT and, in case of an Asset-backed NFT, additionally the Painting.

  2. The purchase price and (crypto-)currency shall be defined according to the trading platform (e.g. Open Sea, Magic Eden) and the payment is executed by the Smart Contract on the Wallets of the Seller and Purchaser.

  3. In case of an Asset-backed NFT:

  4. The Initial Seller is VOKA himself, afterwards you buy from the current owner.

  5. You as a Buyer of an Asset-backed NFT have the right to claim the Painting from the Custodian (VOKA). Legal ownership of the painting will be transferred to the Buyer once the painting is physically handed over to you.

  6. If you are a Seller of an Asset-backed NFT who has claimed the Painting and have it in your possession, you are obliged to return the Painting to the Custodian first before you resell the NFT.

  7. The NFT will be locked for trading as long as the Painting has been claimed from and not returned back to the Custodian, to secure the transfer of legal ownership. Nevertheless, the Seller confirms and warrants, that the painting is physically at the custodian while the NFT is traded. The Custodian is the Artist VOKA himself or his successor.

  8. The Purchaser and the Seller both undertake to sell the Painting only by way of selling the asset-backed NFT on the Blockchain.

  9. Once the Painting has been claimed and returned back to the Custodian for the first time, the transfer of legal ownership of the Paintingfrom the Sellerto the Buyer is transacted by way of the immediate possession by the custodian, who will be notified about the change of ownership, once the token was transferred to the new owner.

3. Transfer, Delivery and Storage

3.1 NFT

  1. The NFT shall be automatically transferred and delivered to the Wallet of the Purchaser by execution of the Contract. The Smart Contract is a self-executing contract with the terms of the Agreement between Purchaser and Seller being directly written into lines of code existing across the Blockchain.

3.2 Painting (applicable in case of Asset-backed NFT)

  1. The legal ownership of the Painting will be transferred to the Purchaser, either by

  2. physically handing over the Panting from the Custodian to the Buyer (right to claim), or

  3. without physically handing over the Painting, by way of notification of the Custodian (by Smart Contract), who is in possession of the Painting (Art. 714 para. 1 and Art. 924 Swiss Civil Code).

  4. After the first time the Painting was returned to the Custodian by a Buyer (12a above), the legal ownership is always transferred with the purchase of the NFT (12b above). Before the Buyer of the Painting has only a "right to claim".

  5. The trading of the asset-backed NFT shall always be transacted through the transfer of the possession of the Painting through the Custodian. The Custodian will be automatically notified about the change of ownership as soon as the NFT is delivered to the Wallet of the Purchaser.

  6. The transfer and delivery of the Painting shall be executed by the Custodian.

  7. Before being able to trade the Asset-backed NFT, the Seller is obliged to ship the Painting to the Custodian, which after successful delivery, shall unlock the NFT for trading.

  8. The specifications of the transfer and delivery of the Painting are as follows:

  9. The Code to be found in the unlocked content of the NFT needs to be provided to the Custodian to claim the Painting. This can also be done by submitting a claim request to [email protected] or [email protected].

  10. The Custodian will verify if the claiming party is the true owner of the wallet containing the asset-backed NFT by validation of the wallet. In addition, the owner has to deliver a copy of his ID/Passport and indicate his address and the delivery address.

  11. After claiming the Painting, the asset-backed NFT will be locked for trading until the Painting is sent back to the Custodian by using a function included in the Smart-Contract.

  12. The Purchaser is obliged to use a specialized transportation company to transport the Panting, unilaterally selected by the Custodian.

  13. Once the Painting is returned back to the Custodian, the Asset-backed NFT will be unlocked again for trading, can be sold and transferred.

  14. At arrival of the Painting and before unlocking, the Custodian will check if the Painting is the original, which has several security features build in.

  15. When returning the Painting, the Purchaser shall report any defects to the Custodian. The Custodian shall also report any defects to Arties. Arties will publish any under www.arties.org/defects, a link which will be visible for any new Purchaser. Therefore all known defects can be considered in the sales price.

  16. All sales, transfer and similar taxes (including VAT) as well as customs in connection with the transfer and conveyance of the Painting shall be the responsibility of and shall be paid by THE BUYER / current owner. The Custodian can request an advance payment to cover any costs and keep the Painting as a Pledge.

  17. The Parties hereby agree that the Artist acts as Custodian according to art. 472 et seq. Swiss Code of Obligations and undertakes to keep the Painting in a safe place in the interest of the Parties. The Custodian is obliged to send the Painting to the Purchaser, once the payment according to this Section is completed. The Artist may choose a transportation company at his own discretion.

  18. The Purchaser and current owner of the Painting is responsible to insure the Painting (for all possible events leading to a destruction or damage, such as fire, water, theft and the like).

  19. The Purchaser and owner of the Panting agrees and acknowledges, that the Artist / Custodian is allowed to use (display) the Painting without having to compensate the PURCHASER.

4. Intellectual Property Ownership, Licenses and Restrictions

  1. The copyright, trademark and other applicable intellectual property rights of the Painting and the digital artwork remains with the Artist and may not be used except as permitted under this Agreement. The Artist does not grant, by implication, estoppel, or otherwise, any license or right to use any Artist Intellectual Property or NFTs in a manner inconsistent with this Agreement without the prior written permission of the Artist and/or any third party that may own additional intellectual property. Artist grants the Purchaser a limited, non-exclusive, non-transferable, revocable license to access and use the NFT and the Painting for your own PERSONAL AND PRIVATE, non-commercial use only. In particular, the Artist grants the Purchaser the following rights:

  2. Right to access the NFT for display on websites and applications, such as for your user profile on social media;

  3. Right to publicly display the Digital Artwork for your personal use, including, without limitation on your social media channels, provided that you include the caption, including copyright credit about the Artwork

  4. Right to resell the NFT and the Painting in accordance with the provisions in this Agreement.

  5. The License as defined herein will automatically transfer to the subsequent owner, and such other owner will be deemed the owner and will be subject to these Terms, and you, as the Seller or transferor of the NFT, will cease to have any further rights to such to the NFT or underlying NFT IP.

5. REPRESENTATIONS AND WARRANTIES

  1. Any representations and warranties are excluded to the extent permitted by law.

6. Secondary Fees

  1. For any sale of the NFT you acknowledge and agree that 2.5% of the purchase price will be credited to the Artist, 2.5% to the Trading Platform and 2.5% to Arties GmbH, executed by the Smart Contract.

7. Penalty (applicable only to asset-backed NFT)

  1. If the Painting is destroyed or if the ownership transferred to a third party without transferring the asset-backed NFT to the same person, the NFT will be destroyed by being burnt.

  2. In this case a contractual penalty amounting to five times of the last Purchase Price according TO the Blockchain, however not less than CHF 25,000 needs to be paid by the last Buyer of the Painting (Meaning the one who claimed it for the last time) to the Artist.

8. Limitation of Liability

  1. The liability of artist, seller and purchaser IS limited to willful intent and gross negligence (art. 100 swiss code of obligations). Any Liability artist, seller and purchaser IS for Associates is excluded (Art. 101 swiss code of obligations).

  2. The Custodian is not liable for accidental destructions of the panting or Damages (events such as fire, water, theft and the like).

9. Assumption of Risk

  1. There are risks associated with using Internet-based digital assets such as NFTs and cryptocurrency, including, but not limited to, the risk of hardware, software and Internet Connections, the risk of malicious software introduction, and the risk that third parties may obtain unauthorized access to information stored within your electronic wallet. You accept and acknowledge that the Artist and Arties will not be responsible for any communication failures, disruptions, errors, distortions or delays you may experience when using the Ethereum or Bitcoin Blockchain, however caused.

  2. The prices and markets of NFTs are extremely volatile. Variations in the price of other digital assets could materially and adversely affect the value of your NFT and there is no guarantee that NFTs will have or retain any value. You accept and acknowledge that the Artist and Arties will not be responsible for the risks of engaging in any transactions relating to your NFTs on the secondary market.

  3. The Artist and Arties do not make any promises or guarantees related to the Ethereum Foundation, the Ethereum or Bitcoin Blockchain, or any third parties related to the NFTs or the Platform (including any of their services, as well as to the continued availability of or the protection of storage or any data you provide to those parties). You accept and acknowledge that the Artist and Arties will not be responsible for any loss of access to your NFTs due to loss of your private keys, custodial errors or purchaser error, mining attacks, hacking, security weaknesses, fraud, counterfeiting, cyberattacks and other technological difficulties.

  4. The regulatory regime of governing Blockchain technologies, cryptocurrencies and tokens is uncertain. Therefore, new regulations or policies may materially affect the value of your NFT. You accept and acknowledge that the Artist and Arties will not be responsible for the risk of changes to the regulatory regime governing Blockchain technologies, cryptocurrencies and tokens, which may materially affect the use and value of the NFTs.

10. Taxes

  1. You are solely responsible for determining what, if any, taxes apply to your NFT-related transactions. The Artist and Arties are not responsible for determining the taxes that apply to your transactions on the Platform or other NFT-related transactions, including the shipping of the Painting.

11. Anti-Money Laundering Laws , Sanctions and applicable laws

  1. You understand, acknowledge and agree, that exports, re-exports and in-country transfers of an asset-backed-NFT or Painting can be subject to customs, regulations, rules according to the laws of your residence country / place of business.

  2. Each Party has to comply with the AML-Regulation and Sanctions Regime of his/her/its residence country or place of business.

12. Miscellaneous

  1. Benefits and risks with regard to the Painting shall pass to the Buyer upon purchase of the NFT. It is the sole responsibility of the Purchaser to adequately insure the Painting.

  2. This Agreement constitutes the sole agreement of the Parties and supersedes all oral negotiations and prior writings with respect to this agreement hereof. Exception is the Smart Contract.

  3. The rights and obligations arising from this Agreement may not be transferred to a third party in full nor in part, other than by selling/purchasing the NFT.

  4. These terms and conditions cannot be changed, because they are part of the frozen Meta Data of the VOKA NFTs, which are minted to the Ethereum or Bitcoin Blockchain.

  5. If one or more provisions of this Agreement are held to be unenforceable under applicable law, the Parties agree to renegotiate such provision in good faith. In the event that the Parties cannot reach a mutually agreeable and enforceable replacement for such provision, then

  6. such provision shall be excluded from this Agreement,

  7. the balance of the Agreement shall be interpreted as if such provision were so excluded and

  8. the balance of the Agreement shall be enforceable in accordance with its terms.

  9. The rights and obligations from this Agreement may only be transferred by selling the NFT AND THE PAINTING IN CASE OF ASSET-BACKED NFTs.

13. Governing Law and Juristiction

  1. This Agreement and the rights and obligations of the Parties hereunder shall be construed under and governed by Swiss Law. The United Nations Convention on Contracts for the International Sale of Goods 1980 (CISG) and the provisions of international private law shall not apply.

  2. Any disputes arising hereunder shall be brought before the courts of Zug, Switzerland.