LAST UPDATED 2022-01-24
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.
An online marketplace in which prospective sellers can offer to sell works of fine art (each, a “Work”) to prospective buyers, accessible at www.liveart.io, mobile application, browser extension and various related services, (the “LiveArt Market Platforms”).
Online marketplaces in which creators and/or prospective sellers can offer blockchain-tracked, non-fungible tokens (each, an “NFT”) to prospective buyers, on a variety of sites, hosted by us and operated by us at www.liveartx.xyz or by our partners (the “LiveArtX Platforms”).
Knowledge, education and research platforms for collectors’ education and research of art and art values, using our proprietary algorithm, accessible at www.liveart.ai, mobile application, browser extension and various related services (the “LiveArt AI Platforms”).
The LiveArt Market Platforms, LiveArtX Platforms and LiveArt AI Platforms are each a “Site” and collectively the “Sites”.
LiveArt Marketplace. If you are using and accessing the LiveArt Market Platforms, these Terms are between you and Live Art Market, Inc.
LiveArtX. If you are using and accessing the LiveArtX Platforms, these Terms are between you and LiveArtX, Limited.
LiveArt AI. If you are using and accessing the LiveArt AI Platforms, these Terms are between you and Live Art AI, Inc.
2. The Services
Our Services include hosting and maintaining the Sites 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 an intermediary and not a “middleman” in any sale through the Sites —for instance, with respect to the sale of a Work, we help a seller pass title to an artwork to a buyer in a fine art warehouse in Delaware, 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 of the Services may require you to register for an account, which will be the same account for each Site. The different Services we offer on our Sites, including those that require registration are described on each of our Sites. 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 the applicable Registration Agreement, 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 Sites, and whether you can transact through our platform. For example, if you like to engage with certain Sellers of certain higher-value Works or NFTs on the Sites, we may need additional information from you for KYC purposes or to establish your capacity to purchase those Works or NFTs.
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 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 Sites or in any other media; and (ii) sublicense these rights, to the maximum extent permitted by applicable law.
4. LiveArtX Platforms and NFT-Specific Terms
By purchasing, selling or possessing an NFT on the LiveArtX Platforms 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 LiveArtX Platforms, 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 LiveArtX Platforms or any Compliant Third Party Platform (a “Resale”).
In the case of a Resale, the seller of the NFT transfers this Limited License 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 that you may be responsible for paying such royalty;
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 LiveArtX Platforms are custodians of your NFTs, cryptocurrency or other funds, and you acknowledge that the operation of the LiveArt Platforms does not give LiveArt or LiveArtPlatforms 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.
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.
7. User Conduct on Sites
By using the Sites and/or the Services and/or posting Sale Information, you agree not to:
use the Sites 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 Sites;
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 Sites (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 Sites 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 Sites 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.
8. Third-Party Websites and Information
The Sites 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 Sites 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.
9. Materials on the Website
The Sites are 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 Sites, or use of or access to the Sites and/or the Services. Any unauthorized use of the materials appearing on the Sites 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 Sites. 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 Sites will not infringe the rights of third parties.
The Sites are not intended for minors and the Sites may contain art that includes nudity or other graphic or literary content that some people may consider offensive.
10. 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 Sites;
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.
Trolley Square #2133
Wilmington, DE 19806
11. 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 REGISTRATION AGREEMENTS, 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 SITES WILL BE EFFECTIVE, ACCURATE OR RELIABLE, OR (D) THAT THE INFORMATION OBTAINED BY YOU FROM THE SITES 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 SITES.
SOME JURISDICTIONS, STATES, PROVINCES, ETC. DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES, SO SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.
12. 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 SITES OR OF ANY WEBSITE REFERENCED OR LINKED THROUGH THE SITES. FURTHER, WE SHALL NOT BE LIABLE IN ANY WAY FOR THIRD PARTY GOODS AND SERVICES LINKED THROUGH THE SITES.
SOME JURISDICTIONS PROHIBIT THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, SO THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.
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 Sites 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 Sites 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.
14. Participation in Promotions
From time to time, the Sites 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 Sites. 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.
15. Termination of Use
16. Governing Law
All content on the Sites 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 Sites may be accessible worldwide, we make no representation that materials on the Sites are 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 Sites from other locations do so on their own initiative and are responsible for compliance with local laws. Any service or information available through the Sites is void where prohibited.
17. 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 [email protected], if by electronic mail, or at Live Art, Inc., 24A Trolley Square #2133, Wilmington, DE, 19806 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 Sites to inform you of changes to the Sites or other matters of importance, and such broadcasts shall constitute notice to you.
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 Sites 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.