LAST UPDATED 2024-07-31 Welcome to LiveArt, the leading-edge platforms for art and NFT sellers to meet buyers and transact easily and securely via our online process, and for art collectors’ education and research of art and art values, based upon our proprietary algorithm. Our amiable concierges and supplementary services (including anonymous virtual deal rooms, escrow services, storage and online shipping services) are available when you need them. 1. Acknowledgment and Acceptance of the Terms of Use LiveArt Market, Inc., a Delaware corporation owns and operates (a) the LiveArt website located at www.liveart.io, and related browser extensions and applications, and (b) certain Microsites accessed from the Site (“Microsites”), hosted by us and operated by us or by our partners as a branded NFT marketplace (collectively, the “Site”). When we refer to “LiveArt”, “us” or “we”, we are referring to LiveArt Market, Inc. and its affiliates. We provide a broad range of services on the Site that are subject to these terms and conditions (the “Terms of Use”) as follows (collectively, the “Services”): An online marketplace in which prospective sellers can offer to sell works of fine art (each, a “Work”) to prospective buyers and various related services. Online marketplaces in which creators and/or prospective sellers can offer blockchain-tracked, non-fungible tokens (each, an “NFT”) to prospective buyers, and various related services on the Site. Knowledge, education and research platforms for collectors’ education and research of art and art values, using our proprietary algorithm, and various related services, including any analytical services provided on the Site, such as when you research historical data, stream auction results, view a LiveArt estimate or view data in “My Collection” (the “AI Services”). Please note that the AI Services are provided by LiveArt Market, Inc.’s affiliate, LiveArt AI, Inc. and to the extent that you are using and accessing the AI Services, these Terms are between you and LiveArt AI, Inc. In addition, certain Services and materials available on our Site may be subject to posted guidelines or rules specifically applicable to those services or materials that are in addition to those contained in these Terms of Use. All such guidelines or rules are hereby incorporated by reference into these Terms of Use. By accessing the Site and/or the Services and/or completing the registration process for an account, you agree to be bound by these Terms of Use and the LiveArt privacy policy and you represent and warrant that: (a) you are at least 18 years of age; (b) you have not previously been suspended or removed from the Sites or the Services; and (c) your use of the Site and the Services is in compliance with all applicable laws and regulations. We reserve the right to revise these Terms of Use from time to time without notice. We will alert you to any revisions by updating the “Last Updated:” date located above. You acknowledge and agree that it is your responsibility to review the Site and these Terms of Use periodically and to be aware of any changes. Your continued use of any Site after changes to our Terms of Use shall constitute your agreement to be bound by the modified Terms of Use. 2. The Services Our Services include hosting and maintaining the Site for prospective buyers and sellers and providing support, including storing your Work, creating an anonymous virtual deal room for you and the buyer to negotiate the sale with the help of one of our concierges, escrowing the payment, third-party shipping services (including condition checking), a standard Sale + Purchase Agreement (aka “SPA”) for the parties to use, as well as concierge services to help facilitate a transaction. We also facilitate the minting (i.e., creation and blockchain registration), promotion, sale and resale of NFTs, and we provide token-specific NFT Agreements that help clarify the parties’ rights and obligations with respect to the transfer, disposition and use of NFTs. LiveArt is a facilitator and not a “middleman” in any sale through the Site —for instance, with respect to the sale of a Work, we help a seller pass title to an artwork to a buyer in accordance with the terms of the SPA or as otherwise agreed between the buyer and the seller, but do not pass title ourselves. We are creating an efficient marketplace that allows parties to transact securely, lawfully and efficiently. Our job is to facilitate a sale between parties, and we are not acting as any party’s agent, advisor, fiduciary, attorney or representative. LiveArt makes no representations or warranties with respect to the value, condition, authenticity, title or other information concerning any Work or NFT, and disclaims any and all warranties, whether express or implied. 3. Registration and Sale Information Use of certain Services may require you to register for an account. The different Services we offer, including those that require registration, are described on the Site. At the time of registration, you will be asked to provide us with information about yourself including electronic mail address, phone number or other contact information (“Registration Data”). By registering, you agree to the terms of set forth herein, including without limitation Section 4 below (“Buyer Registration”), that all information provided in the Registration Data is true and accurate, and that you will maintain and update this information as required in order to keep it accurate. The information that you provide us may affect what you can see on the Site, and whether you can transact through our platform. When registering, you will be asked to create a username and password. You are solely responsible for maintaining the confidentiality of your password and account and for any and all statements made and acts or omissions that occur through the use of your password and account. You agree to use a strong password and to keep it confidential. Our personnel will never ask you for your password. You may not transfer or share your account with anyone, and we reserve the right to immediately terminate your account in the event of any unauthorized transfer or sharing of your account. You agree to notify us immediately if your account has been compromised. As part of the Services, users may upload images, photos, video, data, text, price history, medium, dimensions, title, date, provenance, exhibition history, literature and other content and information about their Work or NFT, including information in connection with the prospective sale of a Work or NFT (“Sale Information”), in order to avail themselves of the full range of Services, as applicable and/or requested by LiveArt (collectively, “User Content”). By uploading the User Content, you grant us an irrevocable, perpetual, royalty-free worldwide license to (i) use, copy, distribute, transmit, publicly display, publicly perform, reproduce, edit, modify, prepare derivative works of or incorporate into other works, and translate into User Content, in connection with the Site or in any other media; and (ii) sublicense these rights, to the maximum extent permitted by applicable law. In addition, you license and authorize us (i) to publish the Sale Information on the Site in order for you to offer your Work or NFT for sale on our platforms and (2) to enable us to improve our Services to use anonymized information to improve the free informational services that it provides, which may provide you with an estimate of the value of your Work or NFT, which we will use in providing the Services (e.g., by providing the estimate to potential buyers), and you agree that we may do so unless you opt-out of the AI Services during the registration process. We will not pay you for your User Content or to exercise any rights related to your User Content set forth in the preceding sentence. We may remove your Sale Information at any time without your consent or notice to you if we deem it necessary in our sole discretion. For all User Content, you represent and warrant that you have the necessary licenses, rights, consents and permissions (including all permissions required under applicable privacy and intellectual property law) to authorize us to access and use your Sale Information as necessary to exercise the licenses granted by you under these Terms of Use. You acknowledge that communications with us and the Services are not confidential, and your communications may be read or intercepted by others. You agree that by uploading User Content or communicating with us or the Site or using the Services, no confidential, fiduciary, contractually implied, or other relationship is created between you and us, or any of our affiliates other than pursuant to these Terms of Use. We shall not be responsible for the payment of any money to any party in connection with our use of User Content or communications submitted by you for the Services or to the Site. 4. Buyer Registration Specific Terms; Purchasing a Work You must register as a “Buyer” on our Site in order to buy Works and in doing so, you authorize us or our agent to carry out “Know-Your-Client” reviews, “Anti-Money-Laundering” reviews and a credit check (collectively, “KYC Checks”) as further set forth below. You acknowledge and agree that we retain sole discretion as to whether you may register as a Buyer on our Site. When you register for yourself to buy a Work or as an agent or representative (“Agent”) of someone else (whether one or more individuals or entities) who wishes to buy a Work (singly or collectively, the “Principal”), in order for us to ensure that we can provide you our Services facilitating the sale and purchase of Works on our Site and to carry out our KYC Checks, we will ask you to provide the following information (“KYC Information”): If you or your Principal are an individual: proof of your identity or, if you are an Agent, your Principal’s identity, as applicable, by sharing a copy of a valid government-issued identification and recent proof of your or your Principal’s current address, as applicable. If you or your Principal are a business entity, a copy of a valid government-issued identification of your entity or, if you are an Agent, your Principal’s entity (for example, your certificate of incorporation), as applicable, and proof of the ultimate beneficial individual owner of the applicable entity. We, or one of our agents, will conduct a KYC Verification using the KYC Information you submit to us. The processing of your KYC Information will be subject to Onfido’s Privacy Statement, which is located here. Upon review of your KYC Information, we may request as part of your registration additional information, including appropriate financial references. Representations and Warranties. If you are registering yourself as a Buyer, in addition to any representations and warranties contained herein, by applying to register and registering as a Buyer, you represent and warrant that: The KYC Information is true and accurate; You are not subject to economic or financial sanctions under the law of any country, including U.S. sanctions administered by the Office of Foreign Assets Control of the U.S. Department of the Treasury; the United Nations Security Council; the European Union or Her Majesty s Treasury or any other economic or financial sanctions or any equivalent measure; You have not been convicted of a terrorist, money-laundering or other financial crime and have no reason to believe that you have been charged with, or are being investigated, in connection with any such crime; and You are not a prominent employee, agent, or representative of any governmental or quasi-governmental agency and have not been identified as a politically exposed person. Agent Specific Terms: In order to register as an Agent, you must inform us in writing that you are acting as the exclusive Agent of the Principal with respect to the Work, and have disclosed to us the identity of the Principal at the time of sale. Representations and Warranties. If you are acting as Agent, in addition to any representations and warranties herein, you represent and warrant on your behalf and on behalf of your Principal: The Principal has authorized you to seek to purchase a Work for sale on our Site and authorized you to (a) make the representations and warranties under these Terms of Use and (b) enter into any SPA to which you agree on the terms and conditions in that SPA; The arrangements between you and your Principal do not involve tax fraud or tax evasion; You have disclosed, and will continue to disclose, all material information relating to the Principal; You have conducted customer due diligence on the Principal and confirm that the Principal: is not subject to economic or financial sanctions under the law of any country, including U.S. sanctions administered by the Office of Foreign Assets Control of the U.S. Department of the Treasury; the United Nations Security Council; the European Union or Her Majesty s Treasury or any other economic or financial sanctions or any equivalent measure; has not been convicted of a terrorist, money-laundering or other financial crime and you have no reason to believe that the Principal of the work has been charged with, or is being investigated, in connection with any such crime; and is not a prominent employee, agent, or representative of any governmental or quasi-governmental agency and has not been identified as a politically exposed person. You will retain for five years the documentation reflecting your due diligence and will provide LiveArt or its agents with copies of such documents if reasonably requested by us in writing. Additional Buyer terms. You expressly agree: To keep information about the sale of the Work, including the identity of the seller of the Work (“Seller”), strictly confidential; Not to, and not make any effort to, communicate with a Seller except through us; Not to make any effort to learn the identity of a Seller unless, upon advice of legal counsel, you have a reasonable good faith belief that there is a lawful basis to seek the identity of such Seller (e.g., if you believe in good faith that the sale was in any way unlawful or that there is a lawful claim for breach of the SPA); If the Seller, upon advice of legal counsel, has a reasonable good faith belief that Seller has a lawful basis to seek Buyer’s identity (e.g., if a Seller believes in good faith that the sale was in any way unlawful or that there is any lawful claim for breach of the Sale Agreement), you hereby authorize us to disclose your identity to Seller as necessary; That we are providing a marketplace and platform for you to purchase a Work from a Seller on terms that you and a Seller agree to in an SPA and that LiveArt makes no representation and warranty to you of any kind, including but not limited to, about a Seller, the value of the Work, any services arranged for you or Seller by LiveArt, or any implied warranties, all of which are specifically disclaimed. Purchase Terms. Once you have registered with us, you will be able to purchase Works on the Site directly from a Seller, to whom we will virtually and anonymously introduce you. Our concierge (“Concierge”) or another member of our team will facilitate the introduction and the negotiations. Once you and the Seller have entered into an SPA by virtually signing our standard form SPA, or a modified standard form SPA as modified by you and the Seller via anonymous chat, with or without the help of our Concierge, the Work will be shipped to a fine art warehouse (the “Warehouse”) and you will deposit the agreed purchase price and any other fees in our account to be escrowed. Once all conditions of the SPA and these Terms are satisfied, title will be passed to you in the Warehouse so that the purchased Work can be delivered to you (arranged by you under our online shipping process) or stored at the Warehouse under an account you set up. 5. NFT-Specific Terms These Terms of Use apply to any sale and purchase of an NFT on the Site. By purchasing, selling or possessing an NFT on the Site or a compliant third-party platform as defined in the applicable NFT Agreement (a “Compliant Third Party Platform”), you expressly agree to the terms of the applicable NFT Agreement. Unless otherwise specified in such NFT Agreement, you acknowledge and agree that (i) your ownership of the NFT does not convey ownership of, or any rights in, any intangible, copyright-protected work associated with the purchased NFT (the “Content”); and (ii) your purchase of an NFT through the Site, or a Compliant Third Party Platform, includes a limited license to the Content as described below (the “Limited License”). In the case of the first sale of the NFT from the original seller of the NFT (or the owner of the Content) (the “Creator”), you are granted a worldwide, non-exclusive, non-sublicensable, royalty-free license to view, copy, display or perform the Content solely for (i) your own personal, non-commercial use; or (ii) in connection with a subsequent sale of the NFT to another party on the Site or any Compliant Third Party Platform (a “Resale”). In the case of a Resale, the seller of the NFT transfers this Limited License to you and retains no further rights in or to the Content or in any media file containing, embodying or incorporating a digital copy of the Content (a “Digital File”). You agree that you will not, directly or indirectly: alter the Content or any Digital File in any way, including altering any smart contract used in connection with the NFT; use the Content to promote, advertise, market, sell or offer any third party product or service; use or exploit the Content in connection with any 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; sell, distribute for commercial gain, or otherwise exploit merchandise that includes, contains, or consists of the Content; attempt to trademark, copyright, or otherwise acquire additional intellectual property rights in or to the Content; or exploit the Content or any Digital File for your or any third party’s commercial benefit. Any violation of this Limited License, including sales of the NFT on a market, website, application or platform that is not a Compliant Third-Party Platform, automatically voids this Limited License. In connection with your purchase of any NFT, you acknowledge and agree that: neither Creator nor LiveArt are liable for any inability for you to access any Digital File for any reason, including as a result of any downtime, failure, obsolescence, removal, termination or other disruption relating to the servers upon which the Digital File is stored; the ownership, possession or control of an NFT by you does not provide you any ownership, title or similar interest in the Content or the Digital File; some NFTs are sold with a requirement that a continuing royalty be paid to the Creator upon subsequent sales, and you may be responsible for paying such royalty; if you make any Resale, such Resale shall be subject to these Terms of Use and the NFT Agreement. the prices of NFTs and other blockchain assets are volatile, and we cannot guarantee that any NFT purchaser will not lose money; you are solely responsible for determining what, if any, taxes apply to your purchase; and LiveArt is not the owner or seller of any NFT, but rather acts to facilitate the sale of NFTs by other sellers; the contract of sale for any NFT will be between you and the seller/Creator. As a general matter, neither LiveArt or the Site are custodians of your NFTs, cryptocurrency or other funds, and you acknowledge that the operation of the LiveArt Platforms does not give LiveArt or Site custody, possession, title or control of or to your NFTs, cryptocurrency or other funds. In limited circumstances, LiveArt may agree to hold your NFTs, cryptocurrency or other funds for a limited period of time to help facilitate transactions involving your NFTs. To the extent it does so, LiveArt (i) takes no ownership or title to your NFTs, cryptocurrency or other funds; and (ii) to the extent permitted by law, shall not have any liability to, and shall be held harmless by, you for any losses, damages, claims, or liabilities of any kind to the extent arising out of the holding of such NFTs, cryptocurrency or other funds. There are no fees for accessing the Site but there are fees for buying and selling an NFT, including as set forth in the NFT Agreement and any other applicable contract of sale (“Transaction Fees”). You are solely responsible for paying any Transaction Fees for any transaction you initiate on the Site. This Section 4 of the Terms of Use shall be governed by the laws of the State of New York without regard to its conflict of law provisions. With respect to any disputes or claims arising hereunder, you agree to submit to the personal and exclusive jurisdiction of the state and federal courts located within New York County, New York. In the event of any conflict between the terms of this Section 4 and the terms of the applicable NFT Agreement, the terms of the NFT Agreement shall prevail. 6. Terms and Conditions for Rewards Games The images included in any LiveArt rewards game, including but not limited to the Telegram game and art point rewards, are copyrighted by their respective owners. Their use in these games falls under the principles of Fair Use, as they are used for informational and entertainment purposes without the intention of commercial exploitation. These rewards games are designed solely for informational and entertainment purposes, and participation in any game does not require any purchase to claim rewards. Users are responsible for ensuring their participation in any rewards game complies with their local laws and regulations, and LiveArt disclaims any liability for legal issues arising from the use of these games in jurisdictions where they may be restricted or prohibited. Rewards offered through any rewards game require no purchase and are part of the game experience, having no cash value unless explicitly stated. By participating in any LiveArt rewards game, users agree to the general Terms and Conditions of LiveArt, which can be found at https://liveart.io/terms. These games are governed by the same policies regarding user conduct, privacy, and data security as outlined in the general Terms and Conditions. Enrollment: In order to participate in any rewards game, you may be required to provide your first name, last name, a valid email address, and a valid phone number or a wallet address. A participant represents and warrants that their contact and personal information is accurate, complete, and current. A participant is solely responsible for updating their contact and/or personal information during their participation in any rewards game. A participant is solely responsible for the activities that occur on their account, whether or not authorized by the participant, and shall not use their account for any illegal, illicit, immoral, or unauthorized purpose. If a participant becomes aware of or suspects unauthorized use of their account, they shall immediately notify LiveArt. Except as otherwise prohibited or restricted by applicable law or ordinance, any individual who is eighteen (18) years of age or older, regardless of their country of residence, is eligible to participate in any rewards game. Earning Rewards Points: Participants may earn points (collectively, “Reward Points” and each, a “Reward Point”) through various activities as specified by LiveArt. The method of earning points, the rate at which points are earned, and the types of activities eligible for points will be determined by LiveArt and may change at any time. Expiration of Rewards Points: Reward Points do not expire unless the rewards program is ended, modified, or otherwise terminated by LiveArt in its sole and absolute discretion. LiveArt reserves the right to expire points for any reason, including inactivity or violation of these terms and conditions. Redeeming Rewards Points: The benefits available for participating in the rewards games, including redemption of Reward Points for specific rewards, are determined by LiveArt. Rewards may be subject to availability and may change without notice. Reward Points have no cash value and cannot be exchanged for cash or cash equivalents. Modification and Termination of Rewards Program: LiveArt reserves the right to modify, eliminate, increase, or decrease the benefits, including the rate of earning and the method of redemption of Reward Points, within its sole and absolute discretion and without prior notice to participants. LiveArt also reserves the right to terminate the rewards program at any time. No Cash Value: Rewards earned through any rewards game have no cash value and are only promotional in nature. Rewards cannot be exchanged for cash or cash equivalents and have no purpose or use except in exchange for the benefits and privileges offered through the rewards games. Limitation of Liability: By participating in any rewards game, a participant acknowledges and agrees that LiveArt shall not be liable for any consequential, direct, indirect, punitive, or special damages of any kind or nature whatsoever, under any circumstances or legal theory and regardless of the cause of such damages, even if such were foreseeable or if the possibility of such damages was made known to LiveArt in advance by a participant. Indemnification: By participating in any rewards game, a participant agrees to unconditionally defend (with counsel acceptable to LiveArt), to indemnify, and to hold harmless LiveArt and each of its affiliates, parent entities, subsidiaries, successors-and-assigns, and each of their agents, attorneys, directors, employees, and officers from and against any and all causes of action, claims, costs, damages, deaths, expenses (including, but without limitation, actual attorneys’ fees and court costs), injuries, illnesses, judgments, lawsuits, liabilities, losses, penalties, and/or settlements of any kind or nature arising out of, relating to, or resulting from, whether alleged or proven: (i) any act or omission of a participant; (ii) any breach of these terms and conditions by a participant; (iii) any defamatory, fraudulent, inaccurate, misleading or untruthful statement; (iv) the transmission of any dangerous, illegal, or otherwise harmful content or material to LiveArt through any rewards game, including, but without limitation, any ransomware, trojan horse, virus, or worm; (v) the violation of any intellectual property rights of a third-party by a participant; and/or (vi) the violation of any applicable law, ordinance, regulation, or rule by a participant. Governing Law and Jurisdiction: These terms and conditions shall be governed by and are to be interpreted in accordance with the laws of the State of Delaware, without regard for its choice of law or conflict of laws principles. By participating in any rewards game, a participant irrevocably consents to the exclusive jurisdiction of those federal and state courts located within the State of Delaware for any claim, controversy, dispute, litigation, or other proceeding arising out of, relating to, or resulting from any rewards game or these terms and conditions. A participant also waives any claim or defense based on lack of jurisdiction or forum non conveniens for any claim, controversy, dispute, litigation, or other proceeding arising out of, relating to, or resulting from any rewards game or these terms and conditions. A participant further agrees to resolve any claim, controversy, dispute, litigation, or other proceeding on an individual basis and without resort to any form of class action. By participating in any rewards game, a participant fully waives their right(s) to participate in or to pursue a class action against LiveArt related to any rewards game and/or these terms and conditions. 7. Privacy The personal data we gather about you on the Site, including, but not limited to, the Registration Data, is subject to our Privacy Policy. When registering, you will agree to receive marketing communications by electronic mail from us unless you let us know that you wish to opt-out of receiving those communications. You may opt out of receiving direct marketing communications in accordance with our Privacy Policy. For other notices, we may communicate with you by electronic mail or direct mail using information you provide to us. We may also send you push notifications if you install the mobile application. If you elect to provide us a mobile number, we may use it to contact you when you make account updates or for account recovery purposes. You may receive recurring messages from us during those account changes. Standard message rates apply, and carriers are not responsible for any delayed or undelivered messages. 8. Fees There are no fees for accessing the Site but there are fees for buying and selling a Work or NFT, including as set forth in the the SPA and any other applicable contract of sale. You are solely responsible for providing, at your own expense, all equipment necessary to access and use the Services, including a computer and modem, and your own Internet access (including payment of service fees associated with such access). We reserve the sole right to either modify or discontinue the Site, including any features therein, at any time with or without notice to you. We shall not be liable to you or any third-party should we exercise such right. Modifications may include the implementation of fee-based services or changes to the existing pricing structure. Any new features that augment or enhance existing Services on the Site shall also be subject to these Terms of Use. 9. User Conduct on Site By using the Site and/or the Services and/or posting Sale Information, you agree not to: use the Site or the Services for unlawful purposes, in violation of any applicable local, state, national or international law, or to promote any unlawful activities (including, without limit, engaging in any intellectual property infringement); impersonate another person, misrepresent your affiliation with another person or entity, or make any representation to us or any third party under false pretenses; upload or post any Sale Information that infringes, misappropriates, or encourages infringement or misappropriation of the intellectual property, confidentiality or privacy rights of others or that is obscene, defamatory, harmful, abusive, threatening or false; post, reproduce, publicly display or otherwise make accessible any content, which we, in our sole judgement and discretion, consider illegal, offensive or objectionable including without limitation content that harasses, discriminates, demeans, threatens or disparages any individual or class of individuals; remove or modify any copyright, trademark or other intellectual property notices that appear in the Services or on any images or other content made available on the Site; upload invalid data, viruses, worms or other software agents to the Services; reproduce, modify, distribute, display or otherwise provide access to, create derivative works from, decompile, disassemble or reverse engineer any portion of the Services; distribute or post spam or other unsolicited messages, chain letters, pyramid schemes or similar communications through the Services; interfere with, or compromise the system integrity or security of the Services, or otherwise bypass any measures we may use to prevent or restrict access to the Services; conduct automated queries through the Site (including screen and database scraping, spiders, robots, crawlers, bypassing “captcha” or similar precautions or any other automated activity) with the purpose of obtaining data or other information from the Services; take any action that imposes an unreasonable or disproportionately large load on LiveArt’s infrastructure; access or use any of the Services to develop competitive products or services; alter or interfere with the operation of any smart contract used in connection with the Site or Services; or attempt to, or permit or encourage any third party to, do any of the above. Users who violate systems or network security may incur criminal or civil liability. You agree that we may at any time, and at our sole discretion, terminate your access to the Site without prior notice to you for violating any of the above provisions. In addition, you acknowledge that we will cooperate fully with investigations of violations of systems or network security at other sites, including cooperating with law enforcement authorities in investigating suspected criminal violations. 10. Third-Party Websites and Information The Site may link you to other websites on the Internet or otherwise include references to information, databases, websites, documents, software, materials, and/or services provided by other parties, including our affiliates. These other sites and parties are not under our control, and you acknowledge that we are not responsible for the accuracy, copyright compliance, legality, decency, or any other aspect of the content of such sites, nor are we responsible for errors or omissions in any references to other parties or their products and services. The inclusion of such a link or reference is provided merely as a convenience and does not imply endorsement of, or association with, the Site or party by us, or any warranty of any kind, either express or implied. If you decide to access linked third-party websites, you do so at your own risk. 11. Materials on the Website The Site is owned and operated by LiveArt. User interfaces, website design and layout, information, trademarks, services marks, data, code, software, graphics, algorithm and other elements of the Services (the “LiveArt Materials”) are protected by intellectual property and other laws and are the property of LiveArt and its third-party licensors. The LiveArt Materials may contain inaccuracies or typographical errors. You agree not to sell, resell, reproduce, duplicate, copy, or use for any purposes any portion of the Site, or use of or access to the Site and/or the Services. Any unauthorized use of the materials appearing on the Site may violate copyright, trademark and other applicable laws and could result in criminal or civil penalties. LiveArt does not assert copyright ownership in the Works depicted on the Site. Any use of the artwork or the images is subject to the copyright owner’s permission and the requirements of applicable law. We make no warranty or representation that your use of materials displayed on, or obtained through, the Site will not infringe the rights of third parties. The Site is not intended for minors and the Site may contain art that includes nudity or other graphic or literary content that some people may consider offensive. 12. Claims of Copyright Infringement LiveArt respects the intellectual property of others, and we ask you to do the same. If you believe that your copyright has been infringed, you should notify our Designated Agent (as identified below) immediately. To be effective, the notification must include: A physical or electronic signature of a person authorized to act on behalf of the owner of the copyright interest; Identification of the copyrighted work claimed to have been infringed; Information reasonably sufficient to permit us to contact the complaining party, such as address, telephone number and, if available, an electronic mail address; Identification of the material that is allegedly infringing and a description of where the allegedly infringing material is located on the Site; A statement that the complaining party has a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, agent or the law; and A statement, under penalty of perjury, that the information in the notification is accurate and that the complaining party is the copyright owner or authorized to act on behalf of the copyright. Pursuant to the Digital Millennium Copyright Act, 17 U.S.C.A. Sec. 512(c), (“DMCA”), you can send your notification to our Designated Agent:: Designated Agent for Copyright Infringement notifications: Attention: Data Protection Officer Live Art Market, Inc. 700 Rockland Road Rockland, DE 19732 legal@liveart.io 13. DISCLAIMERS, INCLUDING A DISCLAIMER OF WARRANTIES WE PROVIDE THESE SERVICES ON AN “AS IS” AND “AS AVAILABLE” BASIS, AND, TO THE FULLEST EXTENT LEGALLY PERMITTED, AND AS SET FORTH IN THE NFT AGREEMENTS AND THE SPA, WE EXPRESSLY DISCLAIM ALL EXPRESS OR IMPLIED WARRANTIES OF ALL KINDS, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. WE MAKE NO WARRANTY THAT OUR SERVICES AND MATERIALS WILL (A) MEET YOUR REQUIREMENTS, (B) BE SAFE, SECURE, UNINTERRUPTED, TIMELY, ACCURATE OR ERROR-FREE, (C) THAT THE RESULTS OBTAINED FROM OUR SITE WILL BE EFFECTIVE, ACCURATE OR RELIABLE, OR (D) THAT THE INFORMATION OBTAINED BY YOU FROM THE SITE WILL MEET YOUR EXPECTATIONS OR BE FREE FROM MISTAKES, ERRORS OR DEFECTS. IT IS YOUR RESPONSIBILITY TO EVALUATE THE ACCURACY, COMPLETENESS, AND POSSIBLE USEFULNESS OF ANY INFORMATION AVAILABLE ON OR THROUGH THE SITE. SOME JURISDICTIONS, STATES, PROVINCES, ETC. DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES, SO SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU. 14. LIMITATION OF LIABILITY IN NO EVENT SHALL WE OR OUR AFFILIATES BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY SPECIAL, PUNITIVE, INCIDENTAL, INDIRECT OR CONSEQUENTIAL DAMAGES OF ANY KIND, OR ANY DAMAGES WHATSOEVER, INCLUDING, WITHOUT LIMITATION, THOSE RESULTING FROM LOSS OF USE, LOSS OR CORRUPTION OF DATA, ANY DIRECT OR INDIRECT LOSS OF SAVINGS, REVENUE OR PROFITS OR ANY DIRECT OR INDIRECT LOSS OF BUSINESS OPPORTUNITY, GOODWILL OR REPUTATION, WHETHER OR NOT WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND ON ANY THEORY OF LIABILITY, ARISING OUT OF OR IN CONNECTION WITH THE USE OF THE SITE OR OF ANY WEBSITE REFERENCED OR LINKED THROUGH THE SITE. FURTHER, WE SHALL NOT BE LIABLE IN ANY WAY FOR THIRD PARTY GOODS AND SERVICES LINKED THROUGH THE SITE. SOME JURISDICTIONS PROHIBIT THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, SO THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU. 15. Indemnification You agree to defend, indemnify and hold us and our affiliates harmless from all liabilities, claims and expenses, including legal expenses such as attorney’s fees, that arise from your use or misuse of the Site and/or the Services, including, but not limited to, Sale Information that infringes the rights of a third -party or is uploaded without the consent of the owner or the use of any documents or information from the Site for purposes other than education and research. We reserve the right, at our own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you will cooperate with us in asserting any available defenses. 16. Participation in Promotions From time to time, the Site may include advertisements offered by third parties. You may enter into correspondence with or participate in promotions of the advertisers showing their products on the Site. Any such correspondence or promotions, including the delivery of and the payment for goods and services, and any other terms, conditions, warranties or representations associated with such correspondence or promotions, are solely between you and the advertiser. We assume no liability, obligation or responsibility for any part of any such correspondence or promotion. 17. Termination of Use You agree that we may, in our sole discretion, terminate or suspend your access to all or part of the Site and/or the Services with or without notice and for any reason, including, without limitation, breach of these Terms of Use. Any suspected fraudulent, abusive or illegal activity may be grounds for terminating your access and may be referred to appropriate law enforcement authorities. Upon termination or suspension, regardless of the reasons therefore, your right to use the Services available immediately ceases, and you acknowledge and agree that we may immediately deactivate or delete your account, including, at our sole discretion, your Sale Information and bar any further access to the Site. We shall not be liable to you or any third-party for any claims or damages arising out of any termination or suspension or any other actions taken by us in connection therewith. Sections 1-16 of these Terms of Use shall survive any termination. 18. Governing Law All content on the Site and the Services are based in the United States of America and are provided for access and use only by persons located in the United States. You acknowledge that you may not be able to access all or some of the content and Services outside of the United States and that access may not be legal by certain persons or in certain countries. Although the Site may be accessible worldwide, we make no representation that materials on the Site is appropriate or available for use in locations outside the United States and accessing them from territories where their contents are illegal is prohibited. Those who choose to access the Site from other locations do so on their own initiative and are responsible for compliance with local laws. Any service or information available through the Site is void where prohibited. Except as otherwise set forth herein, these Terms of Use shall be governed by and construed and enforced in accordance with the laws of the State of Delaware, without regard to its conflict of law rules and principles. You agree that any disputes, claims or controversies arising out of or relating to this Agreement between yourself and either or both of the Disputing Parties shall be submitted to JAMS, or its successor, for mediation, and if the matter is not resolved through mediation, then it shall be submitted to JAMS, or its successor, for final and binding arbitration in New York County, New York pursuant to its Streamlined Arbitration Rules and Procedures. Judgment on any award may be entered in any court having jurisdiction, both parties waive any objection which they may have now or hereafter to the laying of venue in Delaware or the exclusive jurisdiction of JAMS over the Parties. The prevailing party as determined by the Arbitrator will be entitled to recover the costs of the dispute, including reasonable attorneys’ fees and other costs, plus interest at the rate authorized by Delaware law. Any cause of action brought by you against us or our affiliates must be instituted within one year after the cause of action arises or be deemed forever waived and barred. 19. Notices/Contact Information All notices to a party shall be in writing and shall be made either via electronic mail or commercial overnight carrier mail. Notices to us must be sent to the attention of legal@liveart.io, if by electronic mail, or at 700 Rockland Road, Rockland, DE 19732 if by commercial overnight carrier mail. Our telephone number is +1 484-531-4805. Notices to you may be sent either to the electronic mail address supplied for your account or to the address supplied by you as part of your Registration Data. In addition, we may broadcast notices or messages through the Site to inform you of changes to the Site or other matters of importance, and such broadcasts shall constitute notice to you. 20. Miscellaneous In addition to any excuse provided by applicable law, we shall be excused from liability for nondelivery or delay in delivery of Services available through our Site arising from any event beyond our reasonable control, whether or not foreseeable by either party, including but not limited to, labor disturbance, war, fire, accident, adverse weather, inability to secure transportation, governmental act or regulation and other causes or events beyond our reasonable control, whether or not similar to those which are enumerated above. If any part of these Terms of Use is held invalid or unenforceable, that portion shall be construed in a manner consistent with applicable law to reflect, as nearly as possible, the original intentions of the parties, and the remaining portions shall remain in full force and effect. Any failure by us to enforce or exercise any provision of these Terms of Use or related rights shall not constitute a waiver of that right or provision.