Terms of Service

Effective Date: July 30, 2019

Rare Art Labs, Inc. develops software that artists may use to sell certificates of authenticity for digital art.

General Terms and Privacy Policy

The www.rareart.io website is operated by Rare Art Labs, Inc. and its affiliates (collectively, "R.A.R.E", “The Lab”, “we” or “us”). These Terms of Service (“Terms”) apply to www.rareart.io, about.rareart.io, artists.rareart.io and any other website or application offered by us that references or links to these Terms (collectively, the “Site”). Your access to and use of the Site reflects your consent to be bound by these Terms. If you do not agree to these Terms, in whole or in part, do not use the Site.

We reserve the right to modify or replace these Terms at any time without prior notice. Any changes to these Terms will become effective upon posting of the revised terms. By continuing to use the Site following such changes, you will be deemed to have agreed to such changes.

Along with these Terms, please read our Privacy Policy and refer to it before you submit any personal information through the Site. The Privacy Policy is hereby incorporated and made part of these Terms.

In consideration of your use of the Site, you represent, warrant and covenant to us that (a) you are at least 13 years old, are competent, and have the capacity and authority necessary to enter into, and perform your obligations under, the Terms; (b) if you access the Site in your capacity as an employee, owner, or otherwise as an agent of another person or entity, you agree on behalf of yourself and such person or entity, jointly and severally, to be bound by these Terms; and (c) you will comply with all applicable laws, rules and regulations of all applicable jurisdictions in connection with your use of the Site.

Purpose

The Lab develops software, some proprietary and some open source, to allow artists to sell Certificates of Authenticity (each a "CoA") on a digital artwork. A digital artwork is any form of art created or captured with digital sensors, including: digital photography, videography, kinetic imagery (e.g. GIF's), animation, illustration, design, etc.

We use the Ethereum blockchain and the InterPlanetary File System ("IPFS") to create digital certificates of authenticity that are provably authentic, scarce, and permanent. Digital CoA's are superior to paper for digitally-native art because the CoA can be transported with the artwork. Ethereum and IPFS ensure the digital CoA's are trusted and transparent.

The Lab's digital certificates of authenticity are constructed as "ERC-20 Extended" contracts, per the open source guidelines released in EIP-1046, and contain artwork-identifying metadata in the same JSON schema introduced by ERC-721 contracts. This metadata contains permanent IPFS links that point to the original artwork file. From the Ethereum contract, the artist can mint a set of tokens ("digital prints"). Each token is a Certificate of Authenticity for the artwork, and the size of the set equates to the edition size of the artwork.

The Lab has also developed a marketplace where artists can sell digital artworks to collectors; this marketplace is hosted on R.A.R.E's Site. Collectors who purchase digital CoA's on our Site do so for consumptive and display purposes only.

Owning a R.A.R.E CoA provides the collector a right to display the artwork on any screen he owns and a right to proclaim ownership of the "original", "first edition", and "authentic" copy. Owning a R.A.R.E CoA DOES NOT bestow any commercial right to use the art and DOES NOT bestow any intellectual property rights therein. The artist reserves all rights in and to the art not expressly granted in these Terms.

Buyers and sellers of R.A.R.E CoA's expressly agree that CoA's are not financial investments, should not be purchased for financial intent, and may not be advertised as financial vehicles.

Definitions

Art” means any art, design, or visual creation associated with a R.A.R.E Certificate of Authenticity that you Own.

"Certificate of Authenticity" or "CoA" means any blockchain-tracked token minted from a smart contract created by R.A.R.E, and containing an original digital artwork by an artist in partnership with R.A.R.E.

Own” means, with respect to a CoA, a CoA that you have purchased or otherwise rightfully acquired from a legitimate source, where proof of such purchase is recorded on the relevant blockchain.

Purchased CoA” means a Certificate of Authenticity that you Own.

Ownership

You acknowledge and agree that the artist owns all legal right, title and interest in and to the Art, and all intellectual property rights therein.

The rights that a CoA Owner has in and to the Art are limited to those described in these Terms. The artist reserves all rights in and to the Art not expressly granted to you in these Terms.

Rights of Certificate of Authenticity Owner

The owner of a R.A.R.E Certificate of Authenticity enjoys the following rights on the CoA's underlying Art:

a. General Use. Subject to your continued compliance with these Terms, the artist grants you a worldwide, non-exclusive, non-transferable, royalty-free license to use, copy, and display the Art for your Purchased CoA solely for the following purposes: (i) for your own personal, non-commercial use; (ii) as part of a marketplace that permits the purchase and sale of your CoA's, provided that the marketplace cryptographically verifies each CoA owner’s rights to display the Art for their Purchased CoA's to ensure that only the actual owner can display the Art; or (iii) as part of a third party website or application that permits the inclusion, involvement, or participation of your CoA's, provided that the website/application cryptographically verifies each CoA owner’s rights to display the Art for their Purchased CoA's to ensure that only the actual owner can display the Art, and provided that the Art is no longer visible once the owner of the Purchased CoA leaves the website/application.

b. Non-Financial. You acknowledge that owning a CoA provides no financial or economic rights to the Art. You further acknowledge that CoA's are not financial investments and should not be purchased with financial intent.

Restrictions on Certificate of Authenticity Owner

You agree that you may not, nor permit any third party to do or attempt to do any of the foregoing without the artist's express prior written consent in each case: (i) modify the Art for your Purchased CoA in any way, including, without limitation, the shapes, designs, drawings, attributes, or color schemes; (ii) use the Art for your Purchased CoA's to advertise, market, or sell any third party product or service; (iii) use the Art for your Purchased CoA's in movies, videos, or any other forms of media, except to the limited extent that such use is expressly permitted above or solely for your own personal, non-commercial use; (iv) sell, distribute for commercial gain (including, without limitation, giving away in the hopes of eventual commercial gain), or otherwise commercialize merchandise that includes, contains, or consists of the Art for your Purchased CoA's, except as expressly permitted above; (v) attempt to trademark, copyright, or otherwise acquire additional intellectual property rights in or to the Art for your Purchased CoA's; or (vi) otherwise utilize the Art for your Purchased CoA's for your or any third party’s commercial benefit.

You further agree that you may not, nor permit any third party to do or attempt to do any of the foregoing: (x) advertise your CoA as an investment or financial vehicle, or (y) encourage others to purchase your CoA for the potential of financial gain.

Terms on Certificate of Authenticity; No Refunds

The rights granted to the Owner of a Purchased CoA apply only to the extent that you continue to Own the applicable Purchased CoA. If at any time you sell, trade, donate, give away, transfer, or otherwise dispose of your Purchased CoA for any reason, the rights granted herein will immediately expire without the requirement of notice, and you will have no further rights in or to the Art for that CoA.

All Certificates of Authenticity purchased on our Site are purchased on an "as is" basis. ALL SALES ARE FINAL; THERE ARE NO REFUNDS.

Certificates of Authenticity that are lost cannot be recovered or regenerated. R.A.R.E disclaims all liability for (a) CoA's lost by Owner, (b) CoA's trapped in wallets the Owner cannot access, and (c) CoA's delivered to an incorrect address mistakenly chosen by the buyer.

Accounts

To access certain features offered on or through the Site, you may be required to set up an account (including a username and password) by providing certain profile and contact information. A registered user, you are responsible for providing complete and accurate information (“User Information”). You are responsible for keeping your User Information current.

If you are a registered user, you are solely responsible for maintaining the confidentiality of your account, and you agree to accept responsibility for all activities that occur on or through your account. In the event that you need to deactivate your account, it is your sole responsibility to inform us of any such need in writing via email to terms@rareart.io. You agree to immediately notify us of any unauthorized use of your account or any other breach of security by emailing terms@rareart.io. We are not responsible or liable for any activity through your account (whether or not authorized by you), any harm related to theft of passwords, or your disclosure of passwords or other account information, or for any loss or damage arising from your failure to comply with this paragraph. We reserve the right to refuse accounts or terminate accounts in our sole discretion.

Intellectual Property of R.A.R.E

All the text, content, graphics, interfaces, code and materials on the Site, including, but not limited to, the look and feel, selection and arrangement, design and organization of the Site, and the compilation of the content, code, data and materials on the Site, is intellectual property protected by copyright, trademark or other proprietary rights of The Lab or its licensors or other designees, which rights may or may not be registered in certain jurisdictions. Your access and use of the Site does not grant to you ownership of any of the foregoing. You acknowledge and agree that The Lab reserves and retains, for itself and such third parties, as applicable, all intellectual property and other proprietary rights of any and all kinds in connection with the Site. The Site is copyrighted as a collective work under the United States and other copyright laws, and is the property of The Lab. The collective work includes works that are licensed to The Lab.

Use of the Site

Your use of the Site is subject to all applicable laws and regulations, which may vary depending on your jurisdiction of residence and from where you access the Site. You may not copy, reproduce, distribute, transmit, display, perform, publish, license, modify, translate, adapt, create derivative works from, transfer, sell, or otherwise exploit the Site or any content, information, software, products or services obtained from or through the Site without prior written permission. You may not (a) engage in harvesting of e-mail addresses or other personal information, unsolicited e-mailing, telephone calls or mailings, spoofing, flooding, overloading, spidering, “screen scraping,” “database scraping,” or any other activity with the purpose of obtaining lists of users or other information, (b) send chain letters or pyramid schemes on or through the Site; (c) decompile, disassemble or reverse engineer the Site or any portion thereof, or (d) attempt to gain unauthorized access to any portion of the Site or any other computer systems or social media or mobile platforms on or through the Site. You agree that you will not use the Site in any manner that could damage, disable, overburden, or impair the Site or interfere with any other party’s use and enjoyment of the Site. You may not obtain or attempt to obtain any materials or information through any means not intentionally made available or provided for on or through the Site. Use of the Site as made available through a third-party social media platform such as Twitter or Facebook is also subject to such platform’s applicable terms and conditions.

Links and Third-Party Content

Our Site may contain links to third-party websites, services, and content that are not owned or controlled by us, including the Art. We are not responsible for the content of linked third-party websites and we do not make any representations or warranties regarding their content or accuracy. Your use of third-party websites is at your own risk and subject to the terms and conditions of use for such websites (including their privacy policies).

Errors

We attempt to provide accurate, current and reliable information on or through the Site. However, there may be times when information displayed on or through the Site may contain incomplete data, typographical errors, inaccuracies, or outdated information. We make no warranties as to the accuracy, completeness or timeliness of the information we make available on or through the Site, or that it is reliable, complete or error-free. We reserve the right to correct errors and update information available on or through the Site at any time.

General Release and Indemnification

You hereby release and agree to indemnify, defend and hold harmless The Lab, its affiliates, or any of their respective officers, directors, members, partners, shareholders, employees, agents, licensors or suppliers (collectively, the “Protected Entities”) from and against any and all claims, liabilities, obligations, losses, damages, penalties, demands, actions, suits, judgments, settlements, costs and expenses in connection with any use or alleged use of the Site, or any violation or alleged violation of applicable law or a third party’s rights, in each case by use or under your user name by any person or entity, whether or not authorized by you.

Disclaimer of Warranties; Limitation of Liability

THE SITE, SERVICES, AND ALL CONTENT ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT WARRANTY OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. WE DO NOT WARRANT OR REPRESENT THAT YOUR ACCESS TO THE SITE, SERVICES OR ANY CONTENT WILL BE SECURE, UN-INTERRUPTED OR ERROR-FREE.

IN NO EVENT SHALL THE PROTECTED ENTITIES BE LIABLE FOR ANY DIRECT, INDIRECT, SPECIAL, PUNITIVE, INCIDENTAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES, OR ANY DAMAGES WHATSOEVER, EVEN IF THE PROTECTED ENTITIES HAVE BEEN PREVIOUSLY ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, WHETHER IN AN ACTION UNDER CONTRACT, NEGLIGENCE, OR ANY OTHER THEORY, ARISING OUT OF OR IN CONNECTION WITH THE USE, INABILITY TO USE, OR PERFORMANCE OF THE SITE OR THE INFORMATION, SERVICES, PRODUCTS, AND MATERIALS AVAILABLE FROM THE SITE. THESE LIMITATIONS SHALL APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY. IN NO EVENT SHALL THE PROTECTED ENTITIES BE LIABLE FOR OR IN CONNECTION WITH ANY CONTENT POSTED, TRANSMITTED, EXCHANGED OR RECEIVED BY OR ON BEHALF OF ANY USER OR OTHER PERSON ON OR THROUGH A SITE. IN NO EVENT SHALL THE TOTAL AGGREGATE LIABILITY OF THE PROTECTED ENTITIES TO YOU FOR ALL DAMAGES, LOSSES, AND CAUSES OF ACTION (WHETHER IN CONTRACT OR TORT, INCLUDING, BUT NOT LIMITED TO, NEGLIGENCE OR OTHERWISE) IN THE AGGREGATE, ARISING FROM THESE TERMS OF SERVICE OR YOUR USE OF ANY SITE, EXCEED, IN THE AGGREGATE, $10. TO THE EXTENT THAT ANY OF THE LIMITATIONS OR EXCLUSIONS SET FORTH ARE NOT ENFORCEABLE UNDER APPLICABLE LAW, THE LIABILITY OF THE PROTECTED ENTITIES UNDER OR IN CONNECTION WITH THIS AGREEMENT AND THE SITE SHALL BE LIMITED TO THE GREATEST EXTENT PERMITTED BY LAW.

Miscellaneous

These Terms constitute the entire agreement between you and The Lab and govern your use of the Site. Each user may be subject to additional terms and conditions that may apply when that user uses affiliate services or third-party content. These Terms and the relationship between you and The Lab are governed and construed in accordance with the laws of the Commonwealth of Virginia, without regard to its conflict of law provisions. By using this Site, you agree that regardless of any statute or law to the contrary, any cause of action or claim you may have with respect to the Site or these Terms must be commenced within one (1) year after the claim or cause of action arises or be forever barred. Neither the course of conduct between the parties nor trade practice shall act to modify any of these Terms. We may assign our rights and duties under these Terms to any party at any time without notice to you. Our failure to enforce any right or provision of these Terms will not be considered a waiver of those rights. If any provision of these Terms is held to be invalid or unenforceable by a court, the remaining provisions shall remain in full force and effect.

Jurisdictional Issues

The Site is controlled and operated in the United States of America. We make no representation that materials on the Site are appropriate or available for use in other locations, and access to them from territories where their content is illegal is prohibited. Those who choose to access the Site from locations outside of the United States do so on their own initiative and are responsible for compliance with applicable local laws. You may not use or export the materials in violation of United States or any other jurisdiction’s export, re-export or import laws and regulations.

Contact Us

By Email: terms@rareart.io.

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