Terms of Use

Terms of Use for Live Art 

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.

1. Acknowledgment and Acceptance of the Terms of Use

We provide a broad range of services that are subject to these terms and conditions (the “Terms of Use”) as follows (collectively, the “Services”):

The LiveArt Market Platforms, LiveArtX Platforms and LiveArt AI Platforms are each a “Site” and collectively the “Sites”. 

Please note that the following are the entities to which “LiveArt”, “us” “our” or “we” refer in these Terms of Use, each of which are affiliated:

These Terms of Use govern your use of and conduct on the Sites. In addition to these Terms of Use, for certain Services, additional terms and conditions apply as follows:

In addition, certain Services and materials available on our Sites 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 Sites 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 Sites 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 Sites 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 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.

In addition, you license and authorize us (i) to publish the Sale Information on the Sites in order for you to offer your Work or NFT for sale on our platforms and (2) to enable us to improve our Services, as well as  for LiveArt AI, Inc., 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 that Service 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 Sites 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. LiveArtX Platforms and NFT-Specific Terms

LiveArtX Platforms are operated by us and by our partners. NFTs minted on our partners’ sites may be available for sale on our LiveArtX Platform. These Terms of Use apply to any such sale and purchase of an NFT, as well as to the sale and purchase of NFTs minted by us on our operated LiveArtX Platform.

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: 

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:

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.

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.

5. Privacy

The personal data we gather about you on the Sites, including, but not limited to, the Registration Data, is subject to our Privacy Policy. When registering on any Site, you will agree to receive marketing communications by electronic mail from us unless you let us know through the applicable Site 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 regarding the Service 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.

6. Fees

There are no fees for accessing the Sites but there are fees for buying and selling a Work or NFT, including as set forth in the Registration Agreements, 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 Sites, 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 Sites shall also be subject to these Terms of Use.

7. User Conduct on Sites

By using the Sites and/or the Services and/or posting Sale Information, you agree not to:

 

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:

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
347-865-1693
legal@livemarket.com

 

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.

13. 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 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

You agree that we may, in our sole discretion, terminate or suspend your access to all or part of the Sites 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 on the Sites 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 Sites. 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.

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.

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.

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 legal@liveartmarket.com, 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.

18. 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 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.

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.