Terms And Conditions
ARTSPLIT TERMS AND CONDITIONS OF USE
Date of last update: August, 2022
1.1 This ARTSPLIT Terms & Conditions (this “Terms” or “Agreement”) contains the terms and conditions that govern your access of the service offerings (as defined below) and is a legal agreement between ARTSPLIT Limited (“ARTSPLIT”, “we”, “us” or “our”) and you or the entity you represent (“you”). The Agreement sets forth the legally binding terms for your use of the Site and Services as a user.
1.3 If you do not agree to these Terms, you are not permitted to access or use our Services.
1.4 This Agreement takes effect when you either (a) sign-up; (b) sign in; (c) click an “I Accept” button or check box presented with these terms; or (d) if earlier, when you use any of the Service Offerings (the “Effective Date”).
1.5 You represent to us and warrant that you have the right, authority, and capacity to enter into this Agreement. If you are entering into this Agreement for an entity, such as the company you work for, you represent to us that you have legal authority to bind that entity. You may not access or use the Site or Services if you are not at least 18 years old or of full legal capacity within your region. (By using the platform, you warrant that you are 18 (eighteen) years of age or older and of full legal capacity. If you are under the age of 18 (eighteen) or if you are not legally permitted to enter into a binding Agreement, then you may use the platform only with the involvement and supervision of your parent or legal guardian. If your parent or legal guardian supervises you and gives his/her consent, then such person agrees to be bound to these Terms and to be liable and responsible for you and all your obligations under these Terms. If you do not agree with all of the provisions of this Agreement, you cannot use the Services.
1.6 Please read these Terms carefully and contact us should you have any questions and contact us should you have any questions. To contact us, please email [email protected] or telephone our customer service line on +234 908 896 2169.
2. DefinitionsIn these Terms:
2.1 "e;ARTSPLIT Content"e; means any and all Content that we provide on or through our Services, including Content licensed from a third party, but excluding User Content.
2.2 “Asset” means any artwork listed for sale or lease on the ARTSPLIT website or application.
2.3 "e;Content"e; means any and all images, text, information, data, audio, video, graphics, computer code, software, and other material provided on or through our Services, including when we send you email. Content includes both ARTSPLIT Content and User Content.
2.4 "e;Including"e; means "e;including but not limited to"e; unless we specifically indicate otherwise.
2.5 “Lister” means a User who lists/ puts up an artwork for sale.
2.6 “Platform” means the ARTSPLIT website and/or application
2.7 "e;Services"e; means on the ARTSPLIT website and/or (as applicable) on any ARTSPLIT application.
2.8 “Site” means ARTSPLIT’s website, mobile application and any other means through which ARTSPLIT’s services may be utilized.
2.9 “Split(s)” represent the percentage ownership, stake or the bits of a single Artwork that a user is willing to purchase.
2.10 “User” means any person or entity that accesses or uses our Services in any way, whether or not they register an ARTSPLIT account, including you.
2.11 "e;User Content"e; means any and all Content that a User submits, posts, publishes or otherwise provides on or through our Services.
2.12 "e;Your User Content"e; means any and all User Content that you submit, post, publish or otherwise provide on or through our Services.
3. About ARTSPLIT
3.1 What is ARTSPLIT?
3.1.1 ARTSPLIT is an art trading technology company aimed at democratizing the art economy by using a strategic blend of digital technology and online engagement to build an all-inclusive creative economy. We are on a mission to introduce art as a currency and make it more accessible to invest, trade and collect African Art with as little as $10.
3.1.2 ARTSPLIT operates through a web and mobile application that provides services related to the listing, partial and total sale/purchase of artwork, image rights and leases, etc. of artworks between individuals. ARTSPLIT connects you to art lovers and enthusiasts across the globe. ARTSPLIT also facilitates payment of artworks through the use of wallets domiciled on our platform.
3.1.3 ARTSPLIT further allows the fragmented ownerships of Artworks by dividing the ownership of the Artwork into Splits which may then be bid for and purchased by Users.
3.2 ARTSPLIT’s offerings
i. A primary market for listing of artwork which is then purchased in Splits through auction bids.
ii. A secondary market or the sale and purchase of splits of artwork
iii. A primary market for image rights
iv. A primary and secondary market for lease of artwork.
v. A feed where posts may be shared on the timeline of the Application.
4.1 Eligibility: Our services are only available for use adults of at least 18 years old and of full legal capacity within your region. Any access and/or or use of the Services (or any part thereof) by any User who is not of legal age to form a binding agreement with ARTSPLIT, or by any User who is otherwise legally prohibited or unauthorized to form a binding agreement with ARTSPLIT under any applicable law, is in violation of this Agreement.
4.2 For accountability you must:
i. Use the same name that you use in everyday life
ii. Provide accurate information about yourself.
iii. Create only one account and use your timeline for personal purposes or in line with ARTSPLIT’s activities
iv. Not share your password, give access to your ARTSPLIT account to others, or transfer your account to anyone else
4.3 While using ARTSPLIT, you shall:
i. Use the platform in a legal manner.
ii. Make due payments for artworks you bid for or leased by you.
iii. Not violate any laws, regulations, third party rights and our policies
iv. Not post content or items in an inappropriate category or areas on our platforms
v. Not copy, modify or distribute content from the Sites and ARTSPLIT’s copyrights and trademarks.
vi. Not circumvent or manipulate our fee structure, the commission process, or fees owed to ARTSPLIT.
vii. Not harvest or otherwise collect information about users, including email addresses, without their consent.
viii. Not use our site or services if you are not able to form legally binding contracts, are under the age of 18, or are temporarily or indefinitely suspended from our site.
ix. Not manipulate the price of any item or interfere with listings.
x. Not post false, inaccurate, misleading, defamatory, or libelous content (including personal information).
xi. Shall not transfer your ARTSPLIT account to another party without our consent.
xii. Shall not Distribute or post spam, chain letters, or pyramid schemes.
xiii. Shall not submit, post, publish or otherwise provide any User Content on or through our Services, or take any other action in connection with our Services (whether online or offline), that: (i) infringes, misappropriates or violates the rights or intellectual property of any third party, including any copyright, moral right, trademark right, trade secret, patent right, privacy right, publicity right, or contractual right: (ii) violates (or encourages any conduct that would violate) any applicable local, state, national, or international law or regulation, including any tax law, consumer protection law, or law governing the export or import of data, goods, services or software; (iii) is deceptive, misleading, fraudulent, defamatory, libelous, abusive, harassing, discriminatory, hateful, malicious, inciting of violence, threatening, sexually explicit, or obscene; or (iv) impersonates or misrepresents your relationship with any person or entity;
xiv. Shall not create a false or misleading ARTSPLIT account or User profile with inaccurate information.
xv. Not take any action that imposes or may impose (in our sole discretion) an unreasonable or disproportionately large load on our infrastructure.
xvi. Shall not copy, reproduce, modify, create derivative works from, distribute, or publicly display any content (except for your information) from the Site without the prior expressed written permission of ARTSPLIT and the appropriate third party, as applicable
xvii. Shall not interfere or attempt to interfere with the proper working of the Site or any activities conducted on the sites; or
xviii. Shall not bypass our robot exclusion headers or other measures we may use to prevent or restrict access to the site.
4.4 Without limiting other rights or remedies, we reserve the right to limit, delete contents, terminate or suspend any User's account and/or access to or use of any or all of our Services, at any time at our sole discretion, if we believe that such User is violating the rights of any third party, that such User's conduct may be exposing us or others to legal or financial liability, or that such User is acting inconsistently with the letter or spirit of these Terms, Service Terms, and other applicable agreements with us, and we shall have no liability to such User for doing so. In any case, we reserve the right to investigate and prosecute violations of these Terms to the fullest extent permitted by applicable law.
4.5 Acknowledgement: By using our services, you acknowledge, represent and warrant that:
i. You shall use the platform for only legal purposes
ii. ARTSPLIT reserves the right, in its sole discretion, to refuse, suspend, block or terminate the services with respect to any User at any time
iii. You undertake not to expose the platform to any risk of piracy and attempted attacks on the vulnerability of the platform and its security system, and to implement all appropriate measures to prevent those aforementioned risks or any other risk that may affect the platform.
iv. You undertake that all monies utilized on the platform and on your wallet were acquired through legal means.
4.6 We do not endorse or control and are not responsible for the conduct (whether online or offline) of any buyer, prospective buyer, bidder or seller. We make no representations or warranties as to the character, reputation, policies or practices of any buyer, prospective buyer, bidder or seller. We make no representations or warranties that any buyer, prospective buyer, bidder or seller will complete any transaction or otherwise perform as promised (whether or not we collect or agree to collect payment from any buyer on behalf of any seller).
4.7 We do not endorse or make any representations or warranties of any kind, express or implied, with respect to: (i) Users' listings on our Services or related User Content, whether as to accuracy, completeness, truthfulness, reliability or otherwise; or (ii) any property listed, marketed, offered or sold (whether online or offline) by any User and/or third party, whether as to quality, size, condition, description, provenance, attribution, authenticity, legality, merchantability, fitness for a particular purpose, or otherwise.
4.8 No statement made by any seller about any property (whether orally, in writing, on our Services or otherwise) shall be considered a representation, warranty, or assumption of liability of any kind by us.
4.9 ARTSPLIT uses commercially reasonable security measures to ensure that only authorized users can engage on the platform.
5. Onboarding: User Account and Profile Onboarding
5.1 In order to access and use the Services, you shall submit all the information required for the creation of an Account on our platform.
5.2 Completion of your profile includes your personal details (name, phone number and email address), verification information with basic and advanced verification (which requires components of your personal details, proof of address, etc. (KYC requirements and security details such as account password, transaction pin and optional biometric login.
5.3 ARTSPLIT is at liberty and may in its sole discretion accept or refuse to accept request to sign on and create a profile on its platform.
5.4 You are responsible for maintaining the confidentiality of your account and password and for restricting access to your computer, and you agree to accept responsibility for all activities that occur under your account or password.
5.5 You must keep your account details safe.
5.7 If you know or suspect that anyone other than you has your user identification code or password, you must promptly notify us at [email protected].
6. Wallet funding and transfer
6.1 Your wallet shall permit you to generate one account as indicated and verified during the Advanced verification to which funds may be transferred from the wallet or vice versa.
6.2 In order to list an artwork, participate in a bid for a listed artwork or generally utilize the primary and secondary market offerings of the Platform, you shall be required to fund your virtual wallet on the Platform.
6.2.1 You may periodically, at your discretion, transfer funds from an approved external account/ card to your wallet, however, note that transfers from your wallet to an external account/ card may be limited to the advanced verification pre-approved account of the user. Should you need to update and/or change these details please ensure that you notify ARTSPLIT to activate the advance verification process for new account details and to remove previously used account details.
6.2.2 ARTSPLIT may require that you verify your control over such external account or satisfy other verification or screening requirements prior to enabling transfers between the applicable external account and your wallet.
6.2.3 You will be responsible for paying:
i. all fees charged by any third-party service provider associated with an Approved External Account as well as for paying any fees charged by ARTSPLIT for any transfers.
ii. ensuring that transfers are handled in compliance with ARTSPLIT’s requirements, third party service provider requirements and Applicable Law.
iii. Create only one account and use your timeline for personal purposes or in line with ARTSPLIT’s activities
6.2.4 In the event you fail to comply with any requirements of this Section, the transferred funds may be permanently lost.
6.2.5 The timing for completing any transfer shall depend on third party actions that are outside the ARTSPLIT’s control, and we make no guarantee regarding the amount of time it may take to complete any transfer.
6.2.6 ARTSPLIT may impose limits on the amount of any inbound or outbound transfers or suspend or terminate your ability to transfer funds into or out of your wallet in compliance with Applicable Laws or otherwise at our discretion.
7.1 You may list an artwork for total or partial sale by on your account.
7.2 By listing your Artwork on the ARTSPLIT platform, you represent and warrant that you are the beneficial owner of such Artwork or have obtained requisite consents and approvals from the beneficial owner.
7.3 By listing an artwork on the ARTSPLIT platform you represent and warrant that you are willing to sell at least 10% of the total ownership rights of the Artwork.
7.4 By listing an artwork on the ARTSPLIT platform, you represent and warrant that ARTSPLIT shall have the sole discretion and liberty to determine the valuation of the Artwork and place the value at which it should be placed for bids and leases.
7.5 By listing an artwork on the ARTSPLIT platform you consent that you shall execute any legal documentation required to adequately transfer ownership to the purchasers.
7.6 You consent to any provenance checks and due diligence that may be carried out by ARTSPLIT on any Artwork that you list on the ARTSPLIT platform.
7.7 You understand that you shall be responsible for the costs associated with the provenance checks, due diligence, transportation, warehousing, valuation, insurance and all other costs required for ARTSPLIT to take possession of the Artwork or determine the authenticity and ownership of the Artwork. These shall be covered in the listing, shipping and insurance fees to be paid for each listing. Where ARTSPLIT determines it is necessary to return an Artwork without listing it, for whatever reason, you shall be required to cover the costs associated with such return.
7.8 The listing, shipping, insurance and miscellaneous fees are determined by the sole discretion of Artsplit.
7.9 Upon notification, you shall be required to approve the fees for listing, shipping insurance and miscellaneous estimate provided and shall upload the funds into your wallet to commence the asset verification process for listing..
7.10 You understand that the listing, shipping, miscellaneous fees quote provided by ARTSPLIT remain and estimate until the listing process is satisfied and may be reasonably updated by ARTSPLIT as may be required.; where this is the case you shall be required to fund your wallet with the difference, failure of which shall entitle ARTSPLIT to decline to list the artwork and ARTSPLIT shall not be liable to return any funds paid by the lister up to that point.
7.11 You understand that ARTSPLIT takes no responsibility for the artwork until the same is in its custody and possession.
7.12 You agree to cooperate with ARTSPLIT to ensure the prompt commencement of the verification process beginning with scheduling the pick of the artwork.
7.13 Upon approval of the artwork, the artwork shall be listed on the ARTSPLIT platform and bidding commenced on terms to be determined by ARTSPLIT.
7.14 You understand that until the finalization of the verification process and confirmation of acceptance by ARTSPLIT, ARTSPLIT is not mandated to list the artwork and where Artsplit declines to list an artwork following the verification process, ARTSPLIT shall not be required to refund any sums paid by the lister to enable the verification process.
7.15 We reserve the right, at any time at our sole discretion, to refuse to list, de-list, or delay or suspend listing of any artwork on our Services. We shall not be liable to any User for doing so.
8. Auction/ Bidding Terms
8.1 Only users who have successfully completed the advanced KYC verification and have their funded wallets shall be permitted to join a bidding process. A condition for the acceptance of your bid is that the balance in your wallet is sufficient to cover such a bid. You cannot bid an amount above the value that is in your wallet.
8.2 Once your bid is successful, we shall debit your wallet equaling the bid amount.
8.3 All bidding stops immediately an auction is closed.
8.4 ARTSPLIT may elect to re-open auction and/or list remaining or available splits in the secondary market.
8.4.1 The period for bidding shall be displayed on the Platform; no bids shall be accepted after the time stipulated. All disputes regarding the bids placed shall be resolved on the Platform and ARTSPLIT shall reserve the sole authority to determine whether a bid has been made within the stipulated timeline.
8.4.2 ARTSPLIT shall also retain the sole authority to determine whether or not a bid has been successful.
9. Purchase of Splits (Primary and Secondary Sale)
9.1 Upon becoming the successful winner of a bid, the bid sum is deducted from your wallet and you would have purchased the bid Splits.
9.1.1 Note that Splits won are automatically subject to lease trading which may then be re-traded on the secondary market.
9.2 Splits purchased through a bid may be sold/ purchased on the market (secondary) of the Platform.
9.3 You shall be required to agree to separate terms for the purchase of the splits by clicking an “I Accept” button or check box when presented with the terms.
9.4 You agree that there shall be no refund of the any sums deduction from your wallet for the purchase of splits.
9.5 You understand that your ownership rights are limited to the Splits purchased.
9.6 You understand that by purchase of a Split/Splits in an Artwork listed on the platform you own such artwork in conjunction with other Users and as such the Artwork shall be utilized for the collective benefit and profitability of all users.
9.7 Upon purchase of Splits of an artwork, you agree to the payment of a one-off insurance fee of 0.99% of your total purchase price (excluding VAT and commissions). You further agree to the deduction of the insurance fee from your wallet by ARTSPLIT.
9.7.1 You understand that the purchase of a Split/Splits shall not entitle you to physical possession of the Artwork. However, you may be granted temporary physical possession of the Artwork subject to the lease terms.
9.8 Upon purchase or sale of an Artwork, you consent that ARTSPLIT shall be entitled to lease the physical possession of the Artwork or the image rights to a third-party and you shall be entitled to earn a profit. You further consent that ARTSPLIT shall be solely responsible for making economic decisions as it relates to the Artwork.
9.9 A user who lists an artwork for Splits auction on the Platform shall be charged an insurance fee of 0.99% of the Reserved Price of the artwork per split, for the total number of unlisted/reserved Splits.
10. Leasing of Artworks
10.1 A winner of an artwork during Lease Auction may be granted temporary physical possession of the Artwork provided the Buyer notifies ARTSPLIT of the desire for custodianship via the ARTSPLIT contact details provided on the Platform, and subject to the payment of an insurance fee of 0.99% of the asking lease price.
10.2 Artworks which have been listed and purchased in splits on the Platform may be traded on the Platform by ARTSPLIT for leasing/ leasing rights for a fee.
10.3 A lessee may be entitled to re-lease the artwork and the re-leasing process shall be subject to a bidding process and the highest bidder acquires the lease of the artwork. It shall be subject to the auction/ bidding terms provided in 8 above.
10.4 You shall be required to agree to separate terms for the lease of artwork by clicking an “I Accept” button or checkbox when presented with the terms. purpose
10.5 For a lease of artwork, you shall pay alongside the leasing fee, a due diligence fee, shipping and insurance cost subject to the sole discretion of ARTSPLIT. You shall ensure that your wallet is adequately funded for this purpose.
10.6 The Lessee shall provide any one of the below as security deposit for the artwork:
a. A collateral worth 100% of the value of the artwork; or
b. 30% cash of the value of the artwork, with 2.5% annual earning on it; or
c. A full insurance plan for the value of the artwork, facilitated by ARTSPLIT.
11. Sale and Purchase of Image Rights
11.1 The Owner may list directly through listing or by catalogue.
11.2 Before submission the owner shall sign/confirm that the work is theirs and no copyright infringement has occurred to indemnify ARTSPLIT from any liability. Platform.
11.3Once confirmed a unique code is created for that image and the owner shall stipulate auction timeline with ARTSLPIT time frame.
11.4 Upon uploading an image (high resolution) by the owner of the image rights, trading of image rights shall be through the auction process and shall be guided by the auction/bidding process provided in 8 above.
11.5 The owner of the image shall first receive an approval notification to be listed on the Platform. The owner thereafter activates the auction - it goes live for bidding. Once the auction is live, bidding only goes up, as users cannot bid lower than last bid.
11.6 After auction closes the winner of the bid has the work transferred to their portfolio/catalogue with the unique code and a certificate will be emailed to the owner confirming ownership of IP.
11.7 Purchaser of the Image rights shall be required to pay alongside the bid sum, processing fees.
11.8You shall be required to agree to separate terms for the purchase of image rights to an artwork by clicking an “I Accept” button or checkbox when presented with the terms.
11.9 Image rights may be re-traded in the secondary market once won from auction in the primary market.
12.Content Ownership and Terms
12.1 The trademarks, service marks, logos, and product names displayed on or in connection with our Services are the trademarks and service marks of ARTSPLIT. countries.
12.2 ARTSPLIT owns and retains, solely and exclusively, all rights, title, and interest in and to our Services, the look and feel, design and organization of our Services, all ARTSPLIT Content, and the compilation of all Content on our Services, including all copyrights, moral rights, trademark rights, trade secrets, patent rights, database rights, and other intellectual property and proprietary rights therein.
12.3 ANeither these Terms nor your use of our Services grants you any license or permission under any copyright, trademark, or other intellectual property of ARTSPLIT or any third party, whether by implication or otherwise. These Terms do not grant you the right to use any of our trademarks, service marks, logos, product names, domain names, or other distinctive brand features in any way.
12.4 ARTSPLIT does not own the content (including but not limited to images, item descriptions, and artist descriptions) you provide to the Site. However, when you give us content you grant us license so that we do not violate any rights you may have in the content.
12.5 We reserve all rights not expressly granted to you in these Terms. Content.
12.6 Please note that Content covers a wide range of art and subject matter and may include nudity or other visual or written material that some people may consider offensive or inappropriate for children and minors. If you allow your child or anyone else to use your computer or other device, it is solely your responsibility to prevent them from accessing any Content that you think is or may be inappropriate for them.
12.7 Subject to these Terms, you may access and view Content within our Services for your own personal, non-commercial use, in the context of your ARTSPLIT user experience, in accordance with the normal functionality and restrictions of our Services.
12.8 Some Services may enable you to post, embed or transmit some Content in a way that will be accessible to others on our Services or in other locations online (such as other websites and social media services). You may use such Services in accordance with their normal functionality and restrictions, as permitted under these terms and our acceptable use policy. However, the availability of such Services does not imply or give you permission to reproduce, distribute or otherwise use such Content in any other way, whether on our Services or in any other location.
12.9 Except as expressly permitted by these Terms, you must not reproduce, distribute, adapt, modify, translate, create derivative works from, publish or otherwise use any Content in any way without express prior written permission from us or (as applicable) the appropriate third-party rights holder.
12.10 Any commercial exploitation of any image or other Content without express prior written permission from us or (as applicable) the appropriate third-party rights holder, including any commercialised reproduction, distribution, publishing, or creation of derivative works, is strictly prohibited.
12.11. Some Services may enable Users to submit, post, publish or otherwise provide User Content. Each User is solely responsible for all User Content that they provide on or through our Services.
12.12We do not endorse or make any representations or warranties of any kind with respect to any User Content and/or any statements, ideas, advice or opinions communicated on, though, or in connection with our Services (whether online, offline, orally, in writing or otherwise) by any User and/or third party, whether with respect to accuracy, completeness, truthfulness, reliability or otherwise. You acknowledge that any use of or reliance on any User Content and/or any such statements, ideas, advice or opinions is solely at your own risk.
12.13 You acknowledge that we have no obligation to review or screen any User Content, and that by using our Services, you may be exposed to User Content that is inaccurate, misleading, offensive or otherwise objectionable.
12.14 However, we may monitor and/or review any and all User Content and/or communications transmitted on or through our Services, to enforce or investigate potential violations of these Terms or our other policies or agreements with Users, to detect, prevent or otherwise address fraud, security or technical issues, or to otherwise administer, improve or operate our Services and/or customer support, without notice or liability, at any time at our sole discretion. We also reserve the right to access, preserve and disclose any information if we believe it is reasonably necessary to: (i) respond to claims against us or comply with any law, regulation, legal process or governmental request; (ii) enforce or administer these Terms or our other policies or agreements with Users; (iii) conduct customer support, or detect, prevent or otherwise address fraud, security or technical issues; or (iv) protect or enforce the rights, property or safety of ARTSPLIT, you, or others.
12.15 We reserve the right to remove or refuse to display any User Content on our Services, in whole or part, if we believe that such User Content may violate these Terms, the law or any third-party rights, or for any other reason, without notice or liability, at any time at our sole discretion.
12.16 You are solely responsible for ensuring that Your User Content does not violate any law or regulation, or any right or intellectual property of any third party, including any copyright, moral right, trademark right, trade secret, patent right, privacy right, publicity right, or contractual right.
12.17 By submitting, posting, publishing or otherwise providing any User Content on or through our Services, you grant us a non-exclusive, worldwide, perpetual, irrevocable, royalty-free, sublicensable (through multiple tiers) right and licence to use, host, store, process, reproduce, distribute, publish, adapt, modify, translate, create derivative works from, publicly perform, and publicly display Your User Content, in any and all media now known or later developed, for the purposes of operating, distributing, promoting, and improving our Services, and developing new Services. You represent and warrant that: (i) you own or otherwise control all of the rights to Your User Content; and (ii) the use of Your User Content does not violate these Terms and will not violate any right of, or cause injury to, any person or entity.
12.18 We shall not be liable or responsible for any User Content, or for any use of Your User Content by us in accordance with these Terms.
13. AML/KYC Compliance
ARTSPLIT maintains an internal anti-money laundering and know your customer compliance program (“AML/KYC Programme”). The AML/KYC Program is a risk-based programme founded on anti-money laundering laws, regulations and guidelines made by the Central Bank of Nigeria and various financial crimes institutions of the Federal Republic of Nigeria. This AML/KYC Program may be updated from time-to-time, including the procedures that ARTSPLIT uses to verify your identity.
14.1. You shall indemnify and hold us (and our officers, directors, agents, subsidiaries, joint ventures and employees), harmless from any claim or demand, including reasonable attorneys’ fees, made by any third party due to or arising out of your breach of this Agreement, or your violation of any law or the rights of a third party.
14.2 We reserve the right to assume the exclusive defense and control of any matter subject to indemnification by you, in which case you agree to cooperate as fully as reasonably required by us in conducting such defense. In any case, you agree not to settle any such matter without our prior written consent. Your indemnification and defense obligations provided in these Terms will survive these Terms and your use of our Services.
15.1 Except as explicitly stated otherwise, legal notices shall be served to the email address you provide to ARTSPLIT during the registration process (in your case). Notice shall be deemed given 24 hours after email is sent, unless the sending party is notified that the email address is invalid. Alternatively, we may give you legal notice by mail to the address provided during the registration process. In such case, notice shall be deemed given three days after the date of mailing.
16.Mobile Applications, Other Websites and Services
16.1 Your use of our mobile applications is subject to these Terms and any applicable Service Terms that we may post on our Services or otherwise make available to you in connection with our mobile applications.
16.2 We may update any of our mobile applications without notice, at any time at our sole discretion, and these Terms will apply to any updated versions.
16.3 Our Services may include links and features that enable you to access other websites or services, and other websites or services may include links to our Services.
16.4 Such links and features are for convenience only and do not constitute or imply any endorsement, warranty, or assumption of liability of any kind by us with respect to any such websites or services, or any information, materials, goods or services on or available from any such websites or services.
16.5 You are solely responsible for, and assume sole risk arising out of, any use of or reliance on any such websites or services, or any information, materials, goods or services on or available from any such websites or services.
16.6 You acknowledge and agree that ARTSPLIT and its parties are not responsible and will not be liable for: (i) the accuracy or availability of any such websites or services; or (ii) any information, materials, goods or services on or available from any such websites or services.
17.1 You shall not hold ARTSPLIT responsible for other users’ content, actions or inactions, or any items they list. Under no circumstances shall any of the ARTSPLIT parties be liable to you or any third party for any indirect, incidental, exemplary, punitive, special or consequential damages, any personal or bodily injury or emotional distress, or any loss of profits, revenue, business, data, use, goodwill or other intangible losses, arising out of or in connection with these terms, our services, the use or inability to use our services, any conduct, performance or non-performance (whether online or offline) or any other User or other third party.
17.2 ARTSPLIT does not guarantee continuous or secure access to our services, and operation of the sites may be interfered with by numerous factors outside of our control..
17.3. To the extent legally permitted, we exclude all implied warranties, terms and conditions. We are not liable for any loss of money, goodwill, or reputation, or any special, indirect, or consequential damages arising out of your use of our sites and services. Some jurisdictions do not allow the disclaimer of warranties or exclusion of damages, so such disclaimers and exclusions may not apply to you.
17.4 Regardless of the previous paragraph, if we are found to be liable, our liability to you or to any third party is limited to the total fees you paid to us in the 6 months prior to the action, giving rise to the liability.
17.5 If you have a dispute with one or more users, you release us (and our officers, directors, agents, subsidiaries, joint ventures and employees) from claims, demands and damages (actual and consequential) of every kind and nature, known and unknown, arising out of or in any way connected with such disputes.
17.6 The exclusions and limitations of liability provided herein, shall apply to all claims, whether based on warranty, contract, status, tort (including negligence), strict liability, or any other legal claim, whether or not any of the ARTSPLIT parties have been advised or should have known of the possibility of such damage or loss, and even if a remedy set forth in these terms is found to have failed of its essential purpose.
18. Disclaimer of Warranties and General Release
18.1. YOU ACKNOWLEDGE AND AGREE THAT YOUR ACCESS TO AND USE OF OUR SERVICES IS AT YOUR OWN RISK, AND THAT OUR SERVICES ARE PROVIDED TO YOU ON “AS IS” AND “AS AVAILABLE” BASIS. WE MAKE NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIES, WITH RESPECT TO OUR SERVICES OR ANY CONTENT, INCLUDING ANY WARRANTIES OR MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, AND QUIET ENJOYMENT AND ANY WARRANTIES ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE, ALL OF WHICH ARTSPLIT AND OUR OFFICERS, OWNERS, DIRECTORS, CONSULTANTS, AGENTS, AND EMPLOYEES (COLLECTIVELY “ARTSPLIT PARTIES”) EXPRESSLY DISCLAIM TO THE FULLEST EXTENT PERMITTED BY LAW. THE ARTSPLIT PARTIES MAKE NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, THAT OUR SERVICES OR ANY CONTENT WILL MEET YOUR REQUIREMENTS OR BE AVAILABLE, ACCESSIBLE UNINTERRUPTED, TIMELY, ACCURATE, RELIABLE, COMPLETE, FREE OF ERRORS, SAFE, SECURE, OR FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS, OR THAT THE USE OF OUR SERVICES IN ANYWAY WILL GIVE RISE TO ANY SPECIFIC RESULTS.
18.2 No advice or information (whether oral or written) obtained from the ARTSPLIT Parties, or through our Services or any Content, will create any warranty by us not expressly stated in these Terms or in a separate written agreement between you and us.
18.3 TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, YOU RELEASE THE ARTSPLIT PARTIES FROM ALL CLAIMS, DEMANDS, SUITS, DAMAGES (ACTUAL AND CONSEQUENTIAL), LOSSES, LIABILITIES, AND EXPENSES (INCLUDING LEGAL FEES), OF EVERY KIND AND NATURE, KNOWN AND UNKNOWN, SUSPECTED AND UNSUSPECTED, DISCLOSED AND UNDISCLOSED, ARISING OUT OF OR IN CONNECT WITH: (I) ANY DISPUTES BETWEEN YOU AND ONE OR MORE OTHER USERS OR OTHER THIRD PARTIES RESULTING DIRECTLY OR INDIRECTLY FROM YOUR USE OF OUR SERVICES, (II) ANY USER CONTENT OR CONDUCT, PERFORMANCE OR NON-PERFORMANCE (WHETHER ONLINE OR OFFLINE) OF ANY USER OR OTHER THIRD PARTY IN ANY WAY CONNECT WITH OUR SERVICES, INCLUDING ANY DEFAMATORY, MISLEADING, OFFENSIVE OR UNLAWFUL CONDUCT OR USER CONTENT, OR ANY UNAUTHORIZED ACCESS TO OR USE OF OUR SERVICES, YOUR ACCOUNT OR YOUR USER CONTENT AND/OR INFORMATION; (III) ANY ARTWORK OR OTHER PROPERTY EXHIBITED, LISTED, MARKETED, OFFERED FOR SALE, OR SOLD (WHETHER ONLINE OR OFFLINE) BY ANY OTHER USER OR OTHER THIRD PARTY, THROUGH OR IN ANY WAY CONNECTED WITH OUR SERVICES, OR (IV) ANY COMMUNICATIONS, INTERACTIONS OR MEETINGS (WHETHER IN PERSON, ONLINE OR OTHERWISE) BETWEEN YOU AND ONE OR MORE OTHER USERS OR OTHER THIRD PARTIES RESULTING DIRECTLY OR INDIRECTLY FROM YOUR USE OF OUR SERVICES. YOU EXPRESSLY WAIVE ANY BENEFITS OR PROTECTIONS, WHETHER STATUTORY OR OTHERWISE, THAT WOULD OTHERWISE LIMIT THE COVERAGE OF THIS RELEASE TO INCLUDE ONLY THOSE CLAIMS WHICH YOU MAY KNOW OR SUSPECT TO EXIST IN YOUR FAVOUR AT THE TIME OF ENTERING INTO THIS RELEASE.
19. Changes to our Services
19.1 Our Services are updated frequently, and their form and functionality may change without notice. We reserve the right to change, modify, add, remove or discontinue any and all of our Services (and/or the appearance, design, functionality, and all other aspects of any and all of our Services), in whole or part, temporarily or permanently, with or without notice, for any reason or no reason, at any time at our sole discretion.
19.2 We will not be liable to you or any third party for any damages or losses of any kind resulting directly or indirectly from any changes made by us to our Services, including any loss of business or the ability to use any product, service or Content.
20. Governing Law and Dispute Resolution
20.1 The governing law shall be the law of the Federal Republic of Nigeria without regards to principles of conflict of laws.
20.2 Where any dispute, controversy or claim arises from the use of this ARTSPLIT Platform, the parties to such dispute shall use their best efforts to amicably settle the dispute, controversy, or claim.
20.3 Any dispute, which cannot be mutually resolved by the Parties shall be referred to arbitration in accordance with the provisions of the Arbitration and Conciliation Act Cap. A18 LFN 2004, or any statutory re-enactment or modification thereof.
20.4 EEither party may proceed to arbitration by issuing a notice of arbitration to the other party and the arbitration shall be determined by a single arbitrator to be appointed appointed by the Chairman of the Chartered Institute of Arbitrators UK (Nigeria Branch).
20.5 You agree that the language of the arbitration shall be the English Language and shall be held virtually unless otherwise agreed by parties. The host platform for the virtual arbitration shall be determined by the arbitrator.
20.6 Each party shall bear its own costs and shall bear the costs of the arbitration in equal parts.
20.7 You agree that any dispute resolution proceedings or claim shall be conducted only on an individual basis and not in a className, consolidated or representative action.
20.8 You further agree that ARTSPLIT shall not be joined as a party to a dispute with another user, parties may however, opt to submit a dispute between them for ARTSPLIT’s determination. Provided that the parties in such instance shall have provided ARTSPLIT with at least a 14-day prior notice after which such a settlement meeting shall be held at a venue to be determined by ARTSPLIT.
21. Changes to these Terms
21.1 We reserve the right to change these Terms, including the right to change, modify, add or remove any part of these Terms, without prior notice, at any time at our sole discretion.
21.2 Except as stated elsewhere, all amended terms shall automatically be effective 14 (fourteen) days after they are initially posted.
21.3 By continuing to use our Services after any changes to these Terms become effective, you agree to such changes and the updated Terms. If you do not agree to any changes made by us to these Terms, you will no longer be permitted to use our Services.
21.4 You agree that we may notify you of any changes to these Terms by posting the updated Terms on our Services, and you agree to review these Terms regularly and inform yourself of all applicable changes.
21.5 Changes to these Terms will not apply to any claim or dispute that arose before such changes became effective, all of which will remain subject to the version of these Terms in effect at the time that such claim or dispute arose.
21.6 We shall not be liable to you or any third party for any damages or losses of any kind resulting directly or indirectly from any changes made by us to these Terms, including any loss of business or the ability to use any product, service or Content.
22.2 If any provision of these Terms is found by a court of competent jurisdiction to be invalid or unenforceable for any reason, that provision will be enforced to the maximum extent permitted, and these Terms will otherwise remain in full force and effect.
22.3 No delay or failure by us to exercise or enforce any right or provision of these Terms will be considered a waiver. No right or remedy under these Terms will be considered waived by us unless the waiver is in writing and signed by an Artsy representative who intends and is duly authorized to agree to the waiver on our behalf. No single or partial exercise by us of any right or remedy under these Terms will prevent us from exercising any other right or remedy.
22.4 Note that ownership of your account cannot be transferred to a third party.
22.5 There are no third-party beneficiaries to these Terms except as expressly provided in these Terms.
22.6 You and ARTSPLIT are independent contractors under these Terms. No agency, partnership, joint venture, employment, sales representative, or franchise relationship is created or implied by these Terms or your use of our Services.
22.7 Nothing in these Terms shall prevent us from complying with any applicable law or regulation.
22.8 There are no third-party beneficiaries to these Terms except as expressly provided in these Terms.
22.9 You and ARTSPLIT are independent contractors under these Terms. No agency, partnership, joint venture, employment, sales representative, or franchise relationship is created or implied by these Terms or your use of our Services.
22.10 Nothing in these Terms shall prevent us from complying with any applicable law or regulation.
23.1 Termination of the contract shall be by you deleting your profile and discontinuing use of our Services or by ARTSPLIT deleting your profile and discontinuing use of our Services.
23.2 You may stop using our Services at any time, subject to any other agreements between you and us.
23.3 Regardless of any other statement in these Terms, we reserve the right to terminate these Terms, to terminate your account (if you have an account), and/or to limit, terminate or suspend your access to or use of any or all of our Services, at any time at our sole discretion, without notice or liability, for any reason or no reason, including if you violate the letter or spirit of these Terms, Service Terms, and other applicable agreements with us.
23.4 You agree that ARTSPLIT shall not be liable for any access, use, modification, suspension or discontinuance of the Services, or any portion thereof.
23.5 Upon any expiration or termination of these Agreement, Users will promptly cease using the Services, and any ARTSPLIT data.
Referral Terms and Conditions
Customer Referral Program Terms and ConditionsWelcome to ARTSPLIT referral program. ARTSPLIT ("e;ARTSPLIT"e; or “Us” or “We”) is offering the opportunity to Customers and Users (“Referrer” or “You”) to participate in its referral program (the “Program”). The terms and conditions below (hereafter Terms and Conditions) constitute a legal agreement between the Referrer and Us.
The Program allows the Referrer to promote ARTSPLIT’s Platform by referring a friend/the public to download and complete registration for a referral price on these Terms and Conditions.
1. Definitions and Interpretation
In this Referral Program Terms and Conditions, the following words shall have the meaning respectively ascribed to them:
ARTSPLIT Platform means the ARTSPLIT App accessible on the Google Play store or the Apple App Store
Program means the Customer Referral Program
Referrer means a person who voluntarily participates in the Program by referring eligible persons to download and complete registration on the ARTSPLIT Platform
Referee means a new user referred by the Referrer person who has created an account and traded on the ARTSPLIT Platform.
Referral Code means unique combination of numbers and/or letters used to identify a user which are assigned to every user as soon as they register.
Referral Price means the monetary compensation given to the Referrer under the Program
The Company means ARTSPLIT LLC or any of its Subsidiaries.
Website means the ARTSPLIT website http://www.artsplit.com or such other website as may be used from time to time.
2. Period of Validity
This Program shall remain valid until such a date as ARTSPLIT in its sole discretion may discontinue the Program and provide notice of discontinuance to all user via the Website or the ARTSPLIT Platform.
3. Eligibility Criteria
3.1 The Program is open and available to Referrers who meet the following criteria:
3.1.1 The Referrer must be a registered user and have an account on the ARTSPLIT Platform.
3.1.2 The Referrer will not be eligible to receive the referral price under this Program if the Referee is already a registered user of the Platform.
4. Referrer Responsibilities
4.1. It is the Referrer’s responsibility to contact the Company via provided channels for clarity on any aspect of this Terms and Conditions.
4.2. The Referrer agrees that the Company shall not be held liable for any loss or claim arising out of his/her participation in this Program.
4.3. The Referrer agrees that he or she shall not make any representations, promises, warranties or other statements about the Company or the Company’s Website, products, or services.
5. Terms for Earning the Referral Price
5.1. Making a Referral: To make a referral, a referrer must share their Referral Code or link with a new user who inputs the code on the sign-up page.
5.2. Earning Referral Price Rule: To make a referral, a referrer must share their Referral Code or link with a new user who inputs the code on the sign-up page.
5.2.1. The referrer must refer three new users, each of whom must complete the advanced verification for the referrer to earn $1.
5.2.2. A Referee must have completed first purchase(splits, trades, etc) worth between $50USD and to $99USD on any artwork on the ARTSPLIT platform for the referrer to earn $5.
5.2.3. The referrer shall earn $10USD when the Referee complete first purchase of $100 and above.
6. Transfer and Value of Credit and Rewards Price
The referrer will be credited the total worth of the referrer's earning at the last day of every month. The value will be transferred from the referrer’s referral wallet to the referrer's primary wallet. The value in the referral wallet cannot be withdrawn, until it is transferred to the primary wallet.
ARTSPLIT reserves the right to modify or amend at any time these Terms and Conditions and/or the methods through which rewards are earned. We reserve the right to disqualify any Referrers from participation in the Program at any time at our sole discretion, including without limitation if he/she does not comply with any of these Terms and Conditions or otherwise fails to comply with any applicable laws.
Applicable provisions of the Terms and Conditions of use of the ARTSPLIT Platform are hereby incorporated by reference.