Terms of Sale and Service

IMPORTANT: These Terms of Sale and Service govern the Art NFT, Art NFT Wallets and the Site Services (each as defined below). By purchasing Art NFT from Yumi Ltd (Yumi) or using any of the Site Services (each as defined below), you acknowledge that you have read, understand, and completely agree to be bound by these Terms and agree that any transferee of the Art NFT shall also be subject to these Terms. If you do not agree to these Terms, as amended or modified by any subsequent amendment, change or update: (a) do not purchase Art NFT (b) sell or transfer Art NFT you already hold, and (c) do not access or use an Art NFT Wallet or any of the Site Services. These Terms may be amended, changed, or updated by Yumi Ltd (“Yumi”) at any time and without prior notice to you.

These Terms are first effective [01 March 2023].

Only eligible persons are permitted to access or use the Site Services. Any Person that is not eligible that utilizes the Site Services or that accesses the Site will be in breach of these Terms.

These Terms apply to purchasers of Art NFT through www.yumi.io (the “Site”). These Terms will continue to apply to you in respect of all services on the Site. By purchasing Art NFT through the Site or transferring Art NFT into an Art NFT Wallet (collectively or individually, the “Site Services”), the user (referred to herein as “you” or “your”) agrees to these Terms and that any purchaser or other transferee of the Art NFT of the user shall be subject to these Terms.

These Terms, together with any incorporated materials, constitute the entire agreement and understanding with respect to: (a) your purchase and holding of Art NFT (b) the access or use of any or all of the Site Services, and (c) any access or use of the Site, between you and Yumi or any successor issuer of the Art NFT (each of you and Yumi being a “Party” and collectively, the “Parties”).

The Yumi Terms of Service are incorporated into these Terms by reference. Also, these Terms should be read in conjunction with the Privacy Notice. Please note that all transactions involving Art NFT may be subject to fees (including gas fees) levied by Yumi (in accordance with the Art NFT fee schedule) in effect from time to time or as otherwise agreed between you and Yumi. In the event of any inconsistency between these Terms and any other pages, policies, terms, conditions, licenses, limitations, or obligations contained within or on the Site, these Terms shall prevail.

The Art NFT and Site Services are complex and carry a high level of risk and are not appropriate for persons who do not possess the appropriate level of knowledge and experience to deal with them. Yumi is under no obligation to assess the suitability of the Art NFT or Site Services for users and any comment or statement which may be made by Yumi or any of its Associates as to the suitability of the Site Services to you should under no circumstances be considered as investment or legal advice and should not be received or relied upon as such.

The access or use of the Site and any of the Site Services is void where such access or use is prohibited by, would constitute a violation of, or would be subject to penalties under applicable Laws, and shall not be the basis for the assertion or recognition of any interest, right, remedy, power, or privilege. Yumi shall use reasonable efforts to ensure that the Site is available at all times, except for reasonable periods of time for maintenance.

1. Interpretation:

1.1. Definitions: In these Terms and all documents incorporated herein by reference, the following words have the following meanings unless otherwise indicated:

1.1.1. “Affiliate” means, in relation to either Party, a direct or indirect subsidiary of the Party, a holding company of the Party, and any other subsidiary of that holding company;

1.1.2. “AML” means anti-money laundering, including, but not limited to, all Laws applicable to the Parties prohibiting money laundering or any acts or attempted acts to conceal or disguise the identity or origin of; change the form of; or move, transfer, or transport, illicit proceeds, property, funds, Fiat, or cryptographic tokens, including, but not limited to, the promotion of any unlawful activity such as fraud, tax evasion, embezzlement, insider trading, financial crime, bribery, cyber theft or hack, narcotics trafficking, weapons proliferation, terrorism, or Economic Sanctions violations, which may also require internal controls to detect, prevent, report, and maintain records of suspected money laundering or terrorist financing;

1.1.3. “Anti-Corruption” means all Laws applicable to each Party prohibiting corruption or bribery of Government Officials, kickbacks, inducements, and other related forms of commercial corruption or bribery;

1.1.4. “Art NFT” means a non-fungible token representing legal and beneficial ownership in a corresponding Physical Artwork. Ownership of a Physical Artwork can be divided into multiple Art NFTs.

1.1.5. “Art NFT Wallet” means a third-party software application (or other mechanisms) that provides a means for depositing Art NFT and is the initial location address to which ART NFT are issued;

1.1.6. “Associates” means Yumi and each and every one of its Affiliates and each of Yumi’s and its Affiliates’ shareholders, directors, officers, Affiliates, employees, contractors, agents, partners, insurers, and attorneys;

1.1.7. “Bidding Deposit”: has the meaning in Section 3.2(a);

1.1.8. “Binding Offer”: has the meaning in Section 3.3(a);

1.1.9. “Controlling Person” means any Person who owns more than a 25 percent interest in any Person or affiliate;

1.1.10. “Copyrights” has the meaning set out in paragraph 0 of these Terms;

1.1.11. “Custodian” means the custodian(s) of the Physical Artwork;

1.1.12. “CRS” means the common reporting standard or the Standard for Automatic Exchange of Financial Account Information;

1.1.13. “CTF” means counter-terrorist financing;

1.1.14. “Economic Sanctions” means financial sanctions, trade embargoes, export or import controls, anti-boycott, and restrictive trade measures enacted, administered, enforced, or penalized by any applicable Laws;

1.1.15. “Egg NFT”: has the meaning in Section 3.3(b);

1.1.16. “FATCA” means the United States Foreign Account Tax Compliance Act as amended;

1.1.17. “FATF” means the Financial Action Task Force;

1.1.18. “FIA” means the Financial Investigation Authority of the British Virgin Islands;

1.1.19. “FinCEN” means the Financial Crimes Enforcement Network of the U.S. Department of the Treasury;

1.1.20. “Government” means any national, federal, state, municipal, local, or foreign branch of government, including, but not limited to, any department, agency, subdivision, bureau, commission, court, tribunal, arbitral body, or other governmental, government appointed, or quasi-governmental authority or component exercising executive, legislative, juridical, regulatory, or administrative powers, authority, or functions of or pertaining to a government instrumentality, including, but not limited to, any parasternal company, or state-owned (majority or greater) or controlled business enterprise;

1.1.21. “Government Approval” means any authorization, license, permit, consent, approval, franchise, concession, lease, ruling, certification, exemption, exception, filing or waiver by or with any Government necessary to conduct the business of either Party or the execution, delivery, and performance of the Site Services or any transaction entered into under these Terms;

1.1.22. “Government Official” means an officer or employee of any Government, a director, officer, or employee of any instrumentality of any Government, a candidate for public office, a political party or political party official, an officer or employee of a public international organization, and any Person who is acting in an official capacity for any of the foregoing, even if such Person is acting in that capacity temporarily and without compensation;

1.1.23. “ICP Asking Price” means has the meaning in section 3.1(a) and can be found on Yumi for the relevant Launchpad sale;

1.1.24. “ICP Blockchain” means Internet Computer Blockchain;

1.1.25. “ICP Token Address” means an alphanumeric identifier that represents a potential destination for an ICP Token transfer, which typically is associated with a user’s ICP Token Wallet;

1.1.26. “ICP Token Wallet” means a software application (or other mechanisms) that provides a means for holding, storing, and transferring ICP Tokens, including a user’s ICP Token Address, ICP Token balance, and cryptographic keys;

1.1.27. “ICP Tokens” means the utility token that allows developers to pay for computation and allows users to participate in and govern the Internet Computer blockchain network.

1.1.28. “Intellectual Property Rights” means copyright and any neighboring and related rights and all other intellectual property rights, in each case whether registered or unregistered, and including all applications and rights to apply for and be granted, renewals or extension of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world;

1.1.29. “Launchpad” means the initial offering of Art NFTs;

1.1.30. “Laws” means all laws, statutes, orders, regulations, rules, treaties, and/or official obligations or requirements enacted, promulgated, issued, ratified, enforced, or administered by any Government that apply to you or the Site;

1.1.31. “Losses” means, collectively, any claim, application, loss, injury, delay, accident, cost, business interruption costs, or any other expenses (including, but not limited to, attorneys’ fees or the costs of any claim or suit), including any incidental, direct, indirect, general, special, punitive, exemplary, or consequential damages, loss of goodwill or business profits, work stoppage, data loss, computer failure or malfunction, or any and all other commercial losses;

1.1.32. “Marks” has the meaning set out in paragraph 12.1 of these Terms;

1.1.33. “Maximum Launchpad Period”: has the meaning in section 3.1(b)(ii) and can be found on Yumi for the relevant Launchpad sale;

1.1.34. “NFT KYC Policy” means the Know Your Customer policy that applies to all purchasers of Art NFTs as updated by Yumi from time to time and available at www.yumi.io

1.1.35. “OFAC” means Office of Foreign Assets Control of the U.S. Department of the Treasury;

1.1.36. “Person” includes an individual, association, partnership, corporation, company, other body corporate, trust, estate, and any form of organization, group, or entity (whether or not having separate legal personality);

1.1.37. “Personal Information” has the meaning set out in the Privacy Notice;

1.1.38. “Purchase Price”: has the meaning in Section 3.6;

1.1.39. “Physical Artwork” means the underlying physical art asset connected to the corresponding Art NFT;

1.1.40. “Prohibited Assets” has the meaning set out in paragraph 12.6 of these Terms;

1.1.41. “Prohibited Jurisdiction” means any of: (i) the United States of America and any of its territories, possessions and other areas subject to its jurisdiction; (ii) Canada; (iii) any FATF high-risk jurisdiction or a FATF jurisdiction with strategic deficiencies; (iv) Cuba; (v) Democratic People’s Republic of Korea (North Korea); (vi) Iran; (vii) Pakistan; (viii) Syria; (ix) the Russian Federation; (x) the Crimea region of Ukraine; (xi) the People’s Republic of China; or (xii) any jurisdiction for which the sale of Art NFTs, or any offer or solicitation in respect of the Art NFTs, would require registration or licensing not obtained by Yumi or otherwise would be unlawful (where Yumi or any relevant entity does not comply with such restrictions or has not obtained such license);

1.1.42. “Prohibited Person” means any person that is, or any person purchasing Art NFTs on behalf of: (i) a citizen, resident (tax or otherwise) of, or a person located or domiciled in any Prohibited Jurisdiction or any entity, including without limitation, any corporation, partnership, trust or unincorporated entity, created or organized in or under the laws of any Prohibited Jurisdiction; (ii) any Sanctioned Person or any person who is organized or resident in a country or territory that is the subject of country-wide or territory-wide Sanctions; or (iii) a person under the age of 18 years;

1.1.43. “Prohibited Use” has the meaning set out in paragraph 9 of these Terms;

1.1.44. “Sanctions” means economic or financial sanctions or trade embargoes administered or enforced from time to time by: (i) the U.S. government, including those administered by OFAC or the U.S. Department of State; (ii) the United Nations Security Council, the European Union or Her Majesty’s Treasury of the United Kingdom; or (iii) any other relevant sanctions authority;

1.1.45. “Sanctions List” means the “Specially Designated Nationals and Blocked Persons” (“SDN”) List and the Non-SDN Lists, including, but not limited to, the “Sectoral Sanctions Identifications List”, published by OFAC; the Section 311 Special Measures for Jurisdictions, Financial Institutions, or International Transactions of Primary Money Laundering Concern published by FinCEN; and, any other foreign terrorist organization or other sanctioned, restricted, or debarred party list published by the FIA, or under Economic Sanctions, AML, or CTF Laws of or by Governments of the British Virgin Islands (including any sanctioned, restricted, or debarred party list under the Laws of the United Kingdom and applicable in the British Virgin Islands), United States and the United Nations;

1.1.46. “Sanctioned Person” refers to any Person or ICP Token Address that is: (i) specifically listed in any Sanctions List; (ii) directly or indirectly owned 50 percent or more by any Person or group of Persons in the aggregate, or an ICP Token Wallet associated with such Person or Persons, referred to in any Sanctions List, or Government or Government Official of any Prohibited Jurisdiction; or (iii) that is subject to any Government Approval or otherwise sanctioned, restricted, or penalized under applicable Laws;

1.1.47. “Successful Closing”: has the meaning in section 3.1(b)(i);

1.1.48. “Tax Information Exchange Laws” means Laws relating to the exchange of information relating to taxes between Governments, including, but not limited to, FATCA and CRS;

1.1.49. “Terms” means these terms and conditions of sale and service, as they may be changed, amended, or updated from time to time and the Yumi Terms of Service;

1.1.50. “Territory or Insular Possession of the United States” means the Commonwealth of Puerto Rico; the U.S. Virgin Islands; Guam; the Commonwealth of the Northern Mariana Islands; and all other territories and possessions of the United States, other than the Indian lands (as that term is defined in the Indian Gaming Regulatory Act);

1.1.51. “Total Offering”: has the meaning in section 3.1(a) and can be found on Yumi for the relevant Launchpad Sale;

1.1.52. “United States” or “U.S.” means the several states of the United States and the District of Columbia;

1.1.53. “U.S. Account” means any account that is held by one or more U.S. Persons or non-U.S. entities that have one or more Controlling Persons who is a U.S. Person;

1.1.54. “U.S. Citizen or U.S. Resident” includes any U.S. citizen, U.S. lawful permanent resident, individual who meets the “substantial presence” test described in section 7701(b)(3) of the U.S. Internal Revenue Code of 1986 (as amended), protected individual under section 1324b(a)(3) of the U.S. Immigration and Nationality Act, or individual who holds a passport issued by the United States Government;

1.1.55. “U.S. Financial Institution” means any U.S. Person and any of its affiliates, branches, offices, or agents incorporated, organized, or located in the United States or Territory or Insular Possession of the United States that is engaged in the business of: (i) accepting deposits; (ii) making, granting, transferring, holding, or brokering remittances, loans, or credits; or (iii) purchasing or selling foreign exchange, securities, commodity futures or options, or procuring purchases and sellers thereof, whether as principal or agent, and this term applies to affiliates, branches, offices, and agencies of any foreign financial institution that are located in the United States or Territory or Insular Possession of the United States, but not such foreign financial institution’s affiliates, branches, offices, or agencies located outside the United States and Territory or Insular Possession of the United States;

1.1.56. “U.S. Person” means:

1.1.54.1 a U.S. Citizen or U.S. Resident;

1.1.54.2 a corporation, partnership, or other entity established or organized in or under the Laws of the United States;

1.1.54.3 any estate of a decedent who was a U.S. Citizen or U.S. Resident;

1.1.54.4 any trust if (i) a court within the United States is able to exercise primary supervision over the administration of the trust, and (ii) one or more United States Persons have the authority to control all substantial decisions of the trust;

1.1.54.5 any Person organized or incorporated outside the United States and the Territory or Insular Possession of the United States in which any of the foregoing, whether singularly or in the aggregate, directly or indirectly (i) holds a 50 percent or greater equity interest by votes or value, (ii) holds a majority of seats or memberships on the board of directors of the entity, or (iii) authorizes, establishes, directs, or otherwise controls the actions, policies, personnel decisions, or day-to-day operations of the Person; or

1.1.54.6 any pension plan for the employees, officers or principals of a legal entity described in paragraph 1.1.54.2, unless the pension plan is primarily for foreign employees of such entity.

1.1.57. “USD Launchpad Target” has the meaning in section 3.1(b)(i) and can be found on Yumi for the relevant Launchpad sale;

1.1.58. “you” or “your” means the user.

1.1.59. “Yumi”, means the decentralized NFT trading platform found at yumi.io; and

1.1.60. “Yumi Terms of Service” means the terms of service for accessing the www.yumi.io website as updated from time to time [ https://yuminftmarketplace.gitbook.io/yumi-docs/legal/terms-of-service]

1.2. Headings: The headings and sub-headings in these Terms are for ease of reference only and are not to be taken into account in the construction or interpretation of any provision or provisions to which they refer.

1.3. Extended Meanings: Unless otherwise specified in these Terms, words importing the singular include the plural and vice versa and words importing gender include all genders.

1.4. Governing Law: These Terms shall be governed by and construed and enforced in accordance with the Laws of the British Virgin Islands, and shall be interpreted in all respects as a British Virgin Islands contract. Any dispute, controversy, claim or action arising from or related to your access or use of the Site or these Terms likewise shall be governed by the Laws of the British Virgin Islands, exclusive of choice-of-law principles. For clarity, the acquisition and loss of rights in rem to the Physical Artwork shall also be governed by the Laws of the British Virgin Islands.

2. Right to Use the Site:

2.1 If you (a) have an Art NFT Wallet, (b) are not a Prohibited Person, (c) do not operate your Art NFT Wallet for the benefit of a Prohibited Person, and (d) comply with these Terms, Yumi grants you the limited right to use the Site Services. The right to use the Site Services is a personal, restricted, non-exclusive, non-transferable, non-sublicensable, revocable, limited license, and it is subject to the limitations and obligations in these Terms. Nothing in these Terms gives you any license (other than as set out in this paragraph 2), right, title, or ownership of, in, or to the Site, any of the Site Services, the Copyrights or the Marks. Yumi may suspend or terminate the provision of Site Services to you /or freeze or terminate your Art NFT Wallet, as required by applicable Laws or where Yumi determines that you have violated, breached, or acted inconsistent with any of these Terms.

2.2 Every Prohibited Person is strictly prohibited from directly or indirectly holding, owning or operating an Art NFT Wallet or Art NFT in any way or otherwise transacting on or using any Art NFT, the Site Services or the Site.

2.3 No Art NFT Wallet may be operated for and no order or transaction in Art NFTs or in an Art NFT Wallet may be for the financial or other benefit of a Prohibited Person.

2.4 With respect to any Person organized or incorporated outside the United States and the Territory or Insular Possession of the United States, the prohibitions in paragraphs 2.1 and 2.2 are governed by the terms of paragraph 1.1.54.5 and will be applied at the entity level.

2.5 Persons who are not U.S. Persons with accounts that are not U.S. Accounts may be prohibited in the sole discretion of Yumi from directly or indirectly holding, owning or operating an Art NFT Wallet or Art NFT in any way or otherwise transacting on or using any Art NFT, the Site Services or the Site, if Yumi believes or suspects that they are making a deposit, withdrawal, or transfer of Fiat or ICP Tokens to, from, or through any U.S. Financial Institution to facilitate the provision of the Site Services.

3. Purchase Process

3.1. The Launchpad sale of Art NFT(s) takes place on Yumi and is conducted via a special auction with the following process:

(a) The total number of Art NFTs being offered in the Launchpad sale (“Total Offering”), will be made available for individual purchase at the set ICP price (“ICP Asking Price”).

(b) The Launchpad sale ends when one of the below alternatives is realized.

(i) “Successful Closing”: the Launchpad sale ends when all Art NFTs of the Total Offering are sold or the set USD target amount (“USD Launchpad Target”) is reached.

(ii) “Unsuccessful Closing”: if neither all Art NFTs of the Total Offering are sold nor the USD Launchpad Target is reached, the Launchpad sale ends when the set maximum duration for the Launchpad sale (“Maximum Launchpad Period”) is reached.

(c) The applicable Total Offering, ICP Asking Price, USD Launchpad Target and Maximum Launchpad Period of any given Launchpad sale can be found on Yumi.

(d) Yumi reserves at its sole discretion the right to change prices at any time before the opening of the relevant Launchpad sale. Any malfunctions or errors remain reserved.

3.2. Deposit

(a) Bidding is subject to payment of a deposit equal to the bid amount in full (“Bidding Deposit”).

(b) By clicking on “buy now”, “place a bid” or similar, you agree to immediately pay the Bidding Deposit.

(d) In case of Unsuccessful Closing the Bidding Deposit is returned to you.

3.3. Bidding

(a) By placing a bid, you submit a legally binding offer to purchase the Art NFT in case of Successful Closing of the Launchpad sale (“Binding Offer”).

(b) If you place a bid, you will immediately receive an Egg NFT which acts as proof that you participated in the Launchpad Sale, and this Egg NFT can be kept regardless of the outcome of the Launchpad sale (both Successful Closing or Unsuccessful Closing). The Egg NFT is soul-bound and cannot be transferred from one wallet to another. It remains in the same wallet forever.

3.4. Purchase

In case of Successful Closing the Buyer receives an airdrop of the Art NFT. Only then is the Art NFT actually minted.

3.5. Sales

(a) Subject to payment of the Purchase Price and fulfillment of the condition described in this Agreement, Yumi sells, assigns, transfers, and conveys to the Buyer and the Buyer herewith purchases and assumes from the Seller any and all rights regarding the Art NFT subject to the limitations described under Section 2.

(b) Buyer’s ownership of the Art NFT will only be effective if Buyer (i) has rightfully acquired the Art NFT in accordance with this Agreement, and (ii) has been validly registered into the ICP Blockchain as valid owner of the Art NFT.

3.6. Purchase Price

(a) As consideration for the Art NFT, the Buyer shall pay the purchase price (“Purchase Price”) to Yumi.

(b) The prices indicated, unless otherwise stated, are net prices and do not include any VAT and/or any other applicable legal duties, all of which shall, to the extent permitted by law, be separately and solely borne and paid by the Buyer to the exclusion of Yumi);

(d) The Purchase Price shall be subject to the payment terms, described under Section 3.2 and 3.7.

3.7. Payment terms

The Purchase Price shall:

(i) at the latest, be paid to Yumi immediately following Successful Closing;

(ii) be paid in full in immediately available funds to Yumi without any set-off, restriction or condition and without any deduction or withholding (and to the extent any taxes are required to be deducted or withheld therefrom under any applicable Law or regulation due to taxes imposed on the Buyer, then the Purchase Price shall be grossed up such that Yumi shall receive the full amount of the Purchase Price);

(iii) except as provided under section 3.8, be exclusive of any transaction or other fees or expenses; and

(iv) only be deemed paid to Yumi once Yumi has confirmed receipt of payment.

4. Art NFTs:

Yumi may make Art NFTs available for purchase from time to time at prices quoted from time to time by Yumi. Purchases are subject to a minimum purchase amount which may be updated from time to time and other requirements and to settlement conditions imposed by Yumi, whether or not set forth on the Site at the time of purchase. In addition, all sales are subject to these Terms. In order to facilitate transactions, Yumi or any of its Affiliates may purchase and resell Art NFTs for its own account. Any Art NFTs owned by Yumi or any of its Affiliates and resold through the Site will be sold at the then current market rates.

4.1. Yumi issues and sells Art NFTs in reliance on custodial services provided by one or more Custodians and services provided by other representatives of Yumi. Art NFTs may be used, kept, or exchanged online wherever parties are willing to accept Art NFTs, all subject to the limitations in these Terms. Yumi makes no representations or warranties that it will continue to sell new Art NFTs on comparable terms or on any terms in the future. Art NFTs may be issued by Yumi on multiple blockchains in its sole discretion, and Art NFTs trading on one blockchain may not be readily exchangeable for Art NFTs trading on a different blockchain.

4.2. Each Art NFT represents the legal and beneficial ownership in a corresponding Physical Artwork. Physical Artwork can be divided into multiple Art NFTs. Co-ownership is limited to proprietary rights, to the exclusion of any intellectual property rights (see term 12.1). You acknowledge and agree that the artist (or, as applicable, its licensors) owns all worldwide intellectual property rights in and to the Physical Artwork.

4.3. The Physical Artwork will be stored by a Custodian. There is a risk that some or all of the Physical Artwork held by the Custodian could be lost, damaged or stolen or that access to some or all of the Physical Artwork could also be restricted. The loss or damage borne from any of these events would be borne by the holders of the Art NFTs representing ownership in the affected Physical Artwork and not borne by Art NFT holders with interests in Physical Artwork that are not lost, damaged or stolen.

4.4. In order to purchase Art NFTs from Yumi you must be a verified customer of Yumi. No exceptions will be made to this provision. The right to have Art NFTs issued is a contractual right personal to you. Yumi may also refuse to issue or sell Art NFTs to a verified customer in the event of any circumstances in violation of these Terms, including, but not limited to, circumstances in which Yumi believes that the purchase of Art NFTs would be contrary to Law or would otherwise expose Yumi to legal liability.

4.5. While Yumi has contracted with the Custodian, Yumi is storing the Physical Artwork with the Custodian as representative of the Art NFT holders. The Custodian holds the Physical Artwork on behalf of the Art NFT holders, and each is an intended third-party beneficiary of that contract, and is entitled to bring claims against the Custodian, subject to the limitations on claims and liability set forth in the agreement with the Custodian. Contractual claims will not be asserted against the Custodian by Yumi on behalf of the Art NFT holders. Accordingly, Art NFT holders would be required to expend their own resources in order to pursue claims against the Custodian or any other person or entity. The Custodian maintains insurance with regard to its business in such amount and on such terms and conditions as it considers appropriate, which may not cover the full value of the Physical Artwork. Yumi is not a beneficiary of any such insurance and does not have the ability to dictate the existence, nature or amount of coverage maintained by the Custodian.

4.6. Yumi is under no obligation to support any particular blockchain or protocol, any forked version of any particular blockchain or protocol or any fork of a blockchain. Where a blockchain or protocol on which Art NFTs are issued is forked, Yumi may elect to suspend Site Services temporarily or for an extended period of time on little or no notice. Yumi will determine, in its sole discretion, whether to support a particular fork of a blockchain or protocol or whether to cease support for all version of a particular blockchain or protocol. Where Yumi determines to cease support for a particular blockchain or protocol, you will take any and all actions reasonably necessary to effectuate the migration of your Art NFT to a supported blockchain or protocol identified by Yumi. Yumi assumes no liability or responsibility whatsoever arising out of or relating to your failure to effectuate such migration of your Art NFT to another blockchain or protocol identified by Yumi.

4.7. Yumi assumes no liability or responsibility whatsoever for any losses or other issues that might arise from Yumi electing to support or not support a particular blockchain or protocol, any forked version of any particular blockchain or protocol or any cryptographic tokens resulting from a fork of a blockchain or protocol.

4.8. It is also possible that a third-party could create a cryptographic token which claims to be an alternative version of Art NFTs, such as by “wrapping” or “bridging” Art NFTs. These tokens are not Art NFTs. They are not issued or supported by Yumi.

4.9. Art NFTs are akin to a warehouse receipt representing your legal and beneficial ownership in the Physical Artwork. This means that you, the token holder, hold all of the economic value of the Physical Artwork represented by your Art NFT, and all of the risk and reward related to ownership of that Physical Artwork.

4.10. Yumi has the ability and the right to freeze and upgrade all Art NFTs (on an aggregate basis), regardless of where the Art NFT is being held. Yumi will make commercially reasonable efforts to provide prior notice of any material freeze or upgrade and inform holders of Art NFTs of the reasons and consequences of such freeze and/or upgrade. Yumi will make commercially reasonable efforts to use the freeze and/or upgrade feature only under limited circumstances.

4.11. Yumi may, in its sole discretion, give Art NFTs to certain purchasers as incentives to, amongst other things, purchase other Art NFTs.

5. Purchase of Art NFTs:

5.1. Verified customers of Yumi may only purchase Art NFTs with ICP Tokens. After your account has been funded, you may begin the process to convert token into Art NFTs. Art NFTs will be transferred to your account by Yumi. Once an issuance of Art NFTs has been executed the transaction may not be reversible. Art NFTs can only be purchased through Yumi.

5.2. Yumi may, at its sole discretion, engage market makers to provide liquidity for Art NFTs both on the Site and on third-party platforms.

6. Risks and Limitation of Liability: Important:

6.1 Trading in the Art NFTs is volatile and markets shift quickly in terms of price, liquidity, market depth, and trading dynamics. The information presented on or through the Site is made available solely for general information purposes, and Yumi and its Associates do not warrant the accuracy, completeness, or usefulness of this information. You are solely responsible and liable: for any and all activity on the Site and for your Art NFT Wallet on the Site; and, for knowing the correct status of your Art NFTs on the Site, even if presented incorrectly by the Site at any time. You acknowledge and agree: to be fully responsible and liable for your actions and inactions on the Site and all gains and Losses sustained from your use of the Site and any of the Site Services; and to be fully responsible for safeguarding access to, and any information provided through, the Site and any of the Site Services, including, but not limited to, your Art NFT Wallet, ICP Tokens Address, private keys, usernames, passwords, and bank account details.

6.2 There is no guarantee against Losses from Art NFTs or the use of Art NFTs or the Art NFT Wallet.

6.3 In the event that Art NFTs are moved off the Site and on to a third-party platform, whether intentionally or by a fraudulent or accidental transaction, users will no longer hold Art NFTs which represent the same Physical Artwork as when the Art NFTs were held in the Art NFT Wallet or on the Site.

6.4 In the event that Art NFTs are moved off the Site and on to a third-party platform, whether intentionally or by a fraudulent or accidental transaction, you accept the risk that Yumi may not be able to trace your identity or the identity of any other holder of the Art NFTs and therefore, in the event of a fraudulent or accidental transaction, Yumi will not be able to assist in the recovery of the Art NFTs.

7. Information Sharing:

In the course of processing transactions in Art NFTs at the Site, Yumi may be required to share your user information with other contractual third parties, including financial institutions, or as required under applicable Laws or demanded upon a lawful request by any Government. You hereby irrevocably grant full permission and authority for Yumi to share this information with such contractual third parties, or as required under applicable Laws or demanded upon a lawful request by any Government, and release Yumi from any liability, error, mistake, or negligence related thereto.

8. Transactions in Art NFTs:

8.1 You accept all consequences of sending Art NFTs, off of the Site.

8.2 Art NFT transactions are not reversible. Once you send Art NFTs to an address, whether intentionally or by a fraudulent or accidental transaction, you accept the risk that you may lose access to, and any claim on, those Art NFTs indefinitely or permanently.

8.3 You acknowledge that Yumi may delay sales of Art NFTs under various circumstances, including but not limited to, in the event that Yumi determines that you have engaged in a Prohibited Use; when Yumi is directed to do so by any Government; if your Art NFT Wallet or other account or wallet is subject to pending litigation, investigation, or Government proceedings; or when Yumi believes that someone is attempting to gain unauthorized access to your Art NFT Wallet or other account or wallet.

8.4 Art NFTs are not legal tender and are not backed by any Government. Art NFTs are not subject to Federal Deposit Insurance Corporation or Securities Investor Protection Corporation protections.

9. Resolution of Disputes:

9.1 Any dispute, claim, controversy or action arising out of or related to (a) these Terms or the existence, breach, termination, enforcement, interpretation or validity thereof, or (b) your Art NFT Wallet, the operations and services of the Site, or (c) your access to or use of the Site Services at any time, shall be subject to the exclusive jurisdiction of the courts of the British Virgin Islands. For the avoidance of doubt, and without limiting the generality of the foregoing, this provision expressly applies to any claim, whether in tort, contract or otherwise, against Yumi.

9.2 You irrevocably and unconditionally agree and consent to the jurisdiction and venue of the courts of the British Virgin Islands, and you waive any objections thereto, including under the doctrine of forum non conveniens or other similar doctrines.

9.3 You and Yumi agree that any Party hereto may bring claims against the others only on an individual basis and not as a plaintiff or class member in any purported class or representative action or proceeding. No adjudicator may consolidate or join more than one Person’s or party’s claims and may not otherwise preside over any form of a consolidated, representative, or class proceeding. Any relief awarded to any one Art NFT user cannot and may not affect any other Art NFT users.

9.4 JURY TRIAL WAIVER: TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE PARTIES HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVE ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL ACTION OR PROCEEDING OF ANY KIND WHATSOVER ARISING OUT OF OR RELATING TO THESE TERMS OR ANY BREACH THEREOF, ANY USE OR ATTEMPTED USE OF THE SITE OR THE SITE SERVICES BY YOU, AND/OR ANY OTHER MATTER INVOLVING THE PARTIES.

10. Prohibited Uses:

You may not:

10.1 use the Site or any Site Services in order to disguise the origin or nature of illicit proceeds of, or to further, any breach of applicable Laws, or to transact or deal in any contraband cryptographic tokens, Fiat, funds, property, or proceeds;

10.2 create, sell or attempt to create or sell fractionalized interests in your Art NFT or the corresponding Physical Artwork;

10.3 use the Site or any Site Services if any applicable Laws, including, but not limited to, AML Laws, CTF Laws, Anti-Corruption Laws, and Economic Sanctions Laws, prohibit, penalize, sanction, or expose Yumi to liability for any Site Services furnished or offered to you or your Art NFT Wallet under these Terms;

10.4 use the Site or any of the Site Services, or any financial services of any U.S. Financial Institution, whether or not an Associate of Yumi, to facilitate, approve, evade, avoid, or circumvent any applicable Laws, including, but not limited to, AML Laws, CTF Laws, Anti-Corruption Laws, and Economic Sanctions Laws;

10.5 use the Site or any Site Services to evade taxes under the Laws of the British Virgin Islands, the United States, or any other jurisdiction(s) applicable to you or the Site;

10.6 purchase Art NFTs, or otherwise transact on the Site, or use any Site Services, with anything other than Fiat, funds, keys, property, or ICP Tokens that have been legally obtained by you and that belong to you;

10.7 use the Site or any Site Services to interfere with or subvert the rights or obligations of Yumi or the rights or obligations of any other Site user or any other Person;

10.8 trade using misleading or inaccurate information presented to the Site or to Yumi or take advantage of any technical glitch, malfunction, failure, delay, default, or security breach;

10.9 use the Site or any Site Services to engage in conduct that is detrimental to Yumi or to any other Site user or any other Person;

10.10 take advantage of any technical glitch, malfunction, delay, default or security breach on the Site;

10.11 falsify any account, Site registration, exchange, or administration details provided to Yumi or any of its Associates, impersonate another Person or misrepresent your affiliation with a Person;

10.12 falsify or materially omit any information or provide misleading or inaccurate information requested by Yumi or any of its Associates, including, but not limited to, at Site registration or during the course of administering any Site Services to you;

10.13 cause injury to, or attempt to harm, Yumi, any of its Associates or any Person through your access to the Site or any Site Services;

10.14 promote discrimination based on race, religion, nationality, disability, sexual orientation, gender or gender identity, or age;

10.15 have more than one account and more than one Art NFT Wallet on the Site, or use any Art NFT Wallet on a one-time, ‘throwaway’ basis; any such additional Art NFT Wallet or one time ‘throwaway’ Art NFT Wallet may be terminated or suspended at the absolute discretion of Yumi without providing prior notice of the intention to do so;

10.16 where you are subject to prohibitions or restrictions as set forth in paragraph 2, access the Site or use any Site Services utilizing any virtual private network, proxy service, or any other third-party service, network, or product with the effect of disguising your IP address or location, or access the Site or use any Site Services from, or being subject to, the jurisdiction of any Prohibited Jurisdiction or Government or Government Official thereof;

10.17 utilize a Art NFT Wallet, any Site Services or the Site for the financial or other benefit of a Prohibited Person; or

10.18 violate, promote, or cause a violation of, or conspire or attempt to violate these Terms or applicable Laws.

Any use as described in this paragraph 9 shall constitute a “Prohibited Use”. If Yumi determines or suspects that you have engaged in any Prohibited Use, Yumi may address such Prohibited Use through an appropriate sanction, in its sole and absolute discretion. Such sanction may include, but is not limited to, making a report to any Government, law enforcement, or other authorities, without providing any notice to you about any such report; confiscation of any Fiat, funds, property, proceeds, or cryptographic tokens in any Art NFT Wallet that you have on the Site; and, suspending or terminating your access to any Site Services or Fiat, funds, property, or cryptographic tokens from any Art NFT Wallet. Yumi may, at its sole and absolute discretion, seize and deliver your property to any applicable Government, law enforcement, or other authorities where circumstances warrant or in accordance with Laws. In addition, should your actions or inaction result in Loss being suffered by Yumi or any of its Associates, you shall pay an amount to Yumi or the Associate so as to render Yumi or the Associate whole, including, but not limited to, the amount of taxes or penalties that might be imposed on Yumi or the Associate.

11. Due Diligence Generally, Anti-Money Laundering and Counter-Terrorist Financing:

11.1 Yumi is committed to providing safe, compliant, and reputable Site Services and to identify, detect, prevent, and report on money laundering, terrorist financing, and other improper activities under applicable AML Laws, CTF Laws, Anti-Corruption Laws, and Economic Sanctions Laws. Accordingly, Yumi insists on a comprehensive and thorough user due diligence process and ongoing analysis and reporting. By agreeing to these Terms, you shall affirmatively certify that you are not a Prohibited Person, that you are not utilizing a Art NFT Wallet for the benefit of a Prohibited Person and that your account would not be regarded as a U.S. Account, and must provide promptly all information requested and necessary to satisfy due diligence requirements and obligations pursuant to applicable Laws and the compliance policies or procedures of Yumi or any of its Affiliates. Additionally, Yumi or any of its Affiliates may assess whether you will make, or intend to make, a transfer to, from, or through any U.S. Financial Institution to facilitate the provision of the Site Services, and if applicable, you must provide all information requested and necessary to satisfy due diligence requirements and obligations pursuant to applicable Laws and the compliance policies or procedures of Yumi. You agree to provide promptly any documentation, information, or records requested by Yumi at any time, including, but not limited to, a self-certification permitting the determination of tax residence and status under Tax Information Exchange Laws. Such information may include, but is not limited to, self-certifications as to Controlling Persons and beneficial ownership of one or more legal entities. Yumi needs to retain certain information, documentation, and records on file pursuant to applicable Laws and its contractual relationships, and Yumi hereby expressly reserves the right to keep such information, documentation, and records. Additionally, Yumi monitors for and assesses suspicious or sanctionable transactions under applicable AML, CTF, Anti-Corruption, and Economic Sanctions Laws, as well as undertakes mandatory reporting to OFAC, FIA, and international regulators, where required. These undertakings shall apply even when you suspend or terminate your relationship with Yumi or abandon your application to have an Art NFT Wallet or transfer all Art NFTs from your Art NFT Wallet. Our policies apply to any and all cryptographic tokens, Fiat, and other funds or property being exchanged on or through the Site or by any of you or your Affiliates.

11.2 Yumi reserves the right to bar transactions from or to, to undertake enhanced due diligence, or to suspend or terminate the administration of Site Services, or the creation or administration of any Art NFT Wallet for or with, any user for any reason (or for no reason) at any time, including, but not limited to, the provisions of paragraphs 9 and 13, subject to any limitations imposed by applicable Laws. Without limiting the generality of the foregoing, this includes, but is not limited to, any transfer, transaction, business, or dealing with a: (i) Sanctioned Person; (ii) Prohibited Jurisdiction or a citizen or resident of, Government or Government Official of, or Person in or subject to jurisdiction of, any Prohibited Jurisdiction; (iii) U.S. Person; (iv) citizen or resident of Canada, the British Virgin Islands or Switzerland; (v) Person from or in any jurisdiction that does not meet international AML–CTF standards (including any jurisdiction identified by the FATF as high-risk, non-cooperative, or strategically deficient jurisdictions, including, but not limited to, Bahamas, Botswana, Cambodia, Ghana, Iceland, Mongolia, Panama, Serbia, Trinidad and Tobago, Yemen and Zimbabwe); (vi) Person that is a Government Official or Politically Exposed Person within the meaning of the FATF’s 40 Recommendations; (vii) Person that presents a risk of any exposure to penalties, sanctions, or other liabilities under AML Laws, CTF Laws, Anti-Corruption Laws, Economic Sanctions Laws, or tax Laws that may apply to you or to Yumi or any of its Associates; (viii) Person that Yumi determines is acting in the United States or Territory or Insular Possession of the United States (whether or not by, to, through, or from any U.S. Financial Institution) in violation of, causing any other Person, including, but not limited to, any of the Associates, to violate, attempting or conspiring to violate, or evading or circumventing these Terms or applicable Laws; and (ix) Person that fails to meet any user due diligence standards, requests, or requirements of Yumi, or otherwise appears to be of high risk, including, but not limited to, any of the foregoing factors. In lieu of refusing registration, access or ongoing administration of your Art NFT Wallet, Yumi may, in its sole discretion, perform enhanced due diligence procedures. At all times, you may be subject to enhanced due diligence procedures in your use of the Site and any Site Service. If you decline to provide requested due diligence information or otherwise do not reply timely or substantively with the documentation or data requested, Yumi has the absolute discretion to suspend or terminate Site Services to you immediately.

12. Intellectual Property

12.1 Ownership of an Art NFT is strictly limited to proprietary rights, to the exclusion of any intellectual property rights. You acknowledge and agree that the artist (or, as applicable, its licensors) owns all worldwide intellectual property rights in and to the Physical Artwork.

12.2 The trademarks, service marks, and trade names, including, but not limited to, both word marks and design marks (the “Mark(s)”) are used by Yumi under license. You agree not to appropriate, copy, display, reverse engineer or use the Marks or other content without express, prior, written permission from Yumi or the owner of the Marks, including, but not limited to, as a domain name, as social media profile/handle, on a website, in an advertisement, as or in connection with a phone number, as or in connection with an email address, in Internet search results, in metadata or code, or in any other manner;

12.3 Unless otherwise indicated, all materials on the Site are used by Yumi under license (“Copyrights”). You agree not to appropriate, copy, display, or use the Copyrights or other content without express, prior, written permission from Yumi or the third-party owner;

12.4 You may link to the Site’s homepage or other pages, provided you do so in a way that is fair and legal and does not damage Yumi’s reputation or take advantage of it, but you must not establish a link in such a way as to suggest any form of association, approval, or endorsement on Yumi’s part without prior, express, written consent;

12.5 The Site may provide certain social media features that enable you to link, send communications, or display certain content from the Site. You may use these features solely as they are provided by Yumi. You may not establish a link from any website that is not owned by you, cause the Site or portions of it to be displayed on or by any other site (for example, framing, deep linking, or in-line linking), or otherwise take any action with respect to the materials on the Site that is inconsistent with any other provision of these Terms;

12.6 The Site and Site Services are protected by copyright, trademark, and other intellectual property or proprietary rights laws in various jurisdictions. All rights not expressly granted to you in these Terms are reserved. Except as expressly authorized by Yumi, you will not (a) license, sublicense, rent, sell, resell, transfer, assign, distribute, or otherwise commercially exploit or make available to any Person all or any part of the Site or Site Services in any way; (b) copy, modify, republish, distribute, or make derivative works based upon all or any part of Site or Site Services; (c) “frame” or “mirror” all or any part of the Site or Site Services on any other server or wireless or Internet-based device; or (d) reverse engineer or access all or any part of Site or its Site Services in order to (i) build a competitive product or service, (ii) build a product or service using similar ideas, features, functions, or graphics of all or any part of the Site or Site Services, or (iii) copy any ideas, features, functions, or graphics of all or any part of the Site or Site Services;

12.7 You must not register, record, or otherwise control any domains, social media handles/profiles, Marks or other trademark or service mark registrations, trade names or any other intellectual property rights featuring intellectual property owned by Yumi, any of its Associates or its or their licensor(s) directly or through a third party (“Prohibited Assets”). If Yumi becomes aware that you own or control any Prohibited Assets, the Prohibited Asset(s) will be automatically transferred and assigned to Yumi, its nominated Associate or its licensor(s) under these Terms. You agree to execute all instruments and documents and do such additional acts as Yumi, its Associate(s) or its licensor(s) may deem necessary or desirable to record and perfect the assignment of rights under this paragraph 12.6. If Yumi, its Associate(s) or its licensor(s) are unable for any reason to secure your timely signature to any document it is entitled to under this paragraph 12.6 within fourteen days, you hereby irrevocably designate and appoint Yumi, its Associates and its licensor(s) and their duly authorized directors, officers and agents as your attorney-in-fact, with full power of substitution to act for and on your behalf and instead of you to execute and file any such document(s) and to do all other lawfully permitted acts to further the purposes of the foregoing with the same legal force and effect as if executed by you; and

12.8 Links to non-Yumi websites are provided solely as pointers to websites that may be useful to Yumi customers. Yumi has no control over the content on such websites. If you choose to visit to a website not controlled by Yumi, Yumi make no warranties, either expressed or implied, concerning the content of such site, including the accuracy, completeness, reliability, or suitability thereof for any particular purpose, nor does Yumi warrant that that such site or content is devoid of viruses or other contamination. Yumi does not guarantee the authenticity of documents on the internet. Links to non-Yumi sites do not imply any endorsement of or responsibility for the opinions, ideas, products, information, or services offered at such sites, or any representation regarding the content at such sites. You agree and acknowledge that we do not endorse the services offered on third-party websites and you shall hold us harmless from any harm caused by such website. Additionally, you shall hold us harmless from any losses sustained by you or harm caused to you relating to or resulting in any way from any third-party website.

13. Your Representations and Warranties:

You represent and warrant to Yumi on the date of your acceptance or deemed acceptance of these Terms and each day on which you utilize or access the Site Services, in each case with reference to the facts and circumstances existing at such date, as follows:

13.1 that, if you are an individual user, you are 18 years of age or older and that you have the capacity to contract under applicable Laws;

13.2 that, if you are registering to use or using the Site on behalf of a legal entity, (i) such legal entity is duly organized and validly existing under the applicable laws of the jurisdiction of its organization; and (ii) you and any individuals utilizing the services on behalf of the legal entity are duly authorized by such legal entity to act on its behalf;

13.3 that you will provide Yumi with the KYC documents required under the NFT KYC Policy;

13.4 that you understand the risks associated with using the Site, that you are not prohibited or restricted from using the Site pursuant to paragraph 2 of these Terms, and that you are not otherwise prohibited by applicable Laws from using, or acting for the benefit of another Person that is prohibited or restricted from using the Site and that you have had the opportunity to seek legal, accounting, taxation and other professional advice regarding these Terms and the Site Services and you acknowledge that you are solely responsible for payment of any and all taxes owed as a result of you using the Site. You shall indemnify and hold Yumi harmless for any and all taxes, penalties, or interest claimed by any agency of government for payments made to you pursuant to these Terms;

13.5 that you will not use the Site or any Site Services in order to conceal or disguise the origin or nature of proceeds of crime or terrorist financing, or to further, any breach of applicable AML Laws or CTF Laws, or to deal in any unlawful cryptographic tokens, Fiat, property, funds, or proceeds;

13.6 that you will not trade or otherwise transact on the Site or use any Site Services with anything other than Fiat, funds, or ICP Tokens that have been legally obtained by you and that belong to you, and that are free and clear of all liens, claims and encumbrances;

13.7 that you are currently in compliance with, and must, at your own cost and expense, comply with all Laws that relate to or affect the Site Services conducted under these Terms, including, but not limited to, AML Laws, CTF Laws, Anti-Corruption Laws, Economic Sanctions Laws, Tax Information Exchange Laws or other tax Laws;

13.8 that you consent to any and all tax and information reporting under AML Laws, CTF Laws, Anti-Corruption Laws, Economic Sanctions Laws, Tax Information Exchange Laws or other tax Laws as Yumi may reasonably determine;

13.9 that neither you nor any of your Affiliates shall use any ICP Tokens, Fiat, property, proceeds or funds subject to the Site Services of the Site directly or indirectly (i) on behalf of or for the benefit of a Prohibited Person or any Person subject to the jurisdiction of a Prohibited Jurisdiction, except where authorized under any Government Approval or not restricted by applicable Laws; (ii) in violation of or as prohibited, restricted, or penalized under applicable Economic Sanctions Laws; or (iii) in any way that would violate, be inconsistent with, penalized under, or cause the omission of filing of any report required under applicable AML Laws, CTF Laws, or Economic Sanctions Laws;

13.10 that you have not (i) violated; (ii) been fined, debarred, sanctioned, the subject of Economic Sanctions-related restrictions, or otherwise penalized under; (iii) received any oral or written notice from any Government concerning actual or possible violation by you under; or (iv) received any other report that you are the subject or target of sanctions, restrictions, penalties, or enforcement action or investigation under, any applicable Laws, including, but not limited to, AML Laws, CTF Laws, Anti-Corruption Laws, or Economic Sanctions Laws;

13.11 that neither you nor any of your Affiliates is: (i) itself or owned (beneficially or of record) or controlled by a Sanctioned Person; (ii) involved in any transaction, transfer, or conduct, whether or not by using or receiving the Site Services from any Art NFTs Wallet or ICP Tokens Address that is likely to result in you or your Affiliates or your or your Affiliate’s, shareholders, directors, officers, employees, agents or partners becoming a Sanctioned Person; (iii) residing or domiciled in, or transferring ICP Tokens, Fiat, funds, or property to, from, or through any ICP Tokens Wallet, ICP Tokens Address, or other account in, or engaging in any transaction on the Site from a Prohibited Jurisdiction; (iv) a Government or Government Official of a Prohibited Jurisdiction; or (v) otherwise a Prohibited Person;

13.12 that neither you nor any of your Affiliates or your or your Affiliate’s, shareholders, directors, officers, employees, agents or partners has directly or indirectly offered, promised, given, or authorized any payment, or offered, promised, given, or authorized the giving of anything else of value, including, but not limited to, any ICP Tokens , other cryptographic tokens or Fiat, to a Government Official or individual employed by another entity in the private sector in violation of any applicable Anti-Corruption Laws;

13.13 that you will not falsify any Site or Site Services registration or administration details provided to Yumi;

13.14 that you will not falsify or materially omit any information or provide misleading or inaccurate information requested by Yumi in the course of, directly or indirectly relating to, or arising from your activities on the Site or use of any Site Services, including, but not limited to, at registration or during administration or other due diligence processes, and that if any information provided to Yumi becomes incorrect or outdated, including, but not limited to, information relating to your ownership, you will promptly provide corrected information to Yumi;

13.15 that you shall employ reasonable anti-virus, anti-malware and other software and techniques to protect you and your Art NFT Wallet from being the victim of a hack or of other malicious actions, so as to protect the integrity of your Art NFT Wallet and to keep such Art NFT Wallet and the access to the Site from your account out of the reach of other Persons;

13.16 that you acknowledge and agree that Fiat, ICP Tokens or other property reflected in your Art NFT Wallet are not segregated assets held in your name or for your benefit but reflected only in the books and records of Yumi;

13.17 that you acknowledge and agree that any instructions received or undertaken through your login credentials or from your authorized e-mail address on file with Yumi are deemed to be valid, binding, and conclusive regardless of whether there is any error resulting from an instruction made by you or on your behalf, any error resulting, directly or indirectly, from fraud or the duplication of any instruction made by you or on your behalf or the malfunction of any device or compromise of credentials used by you to deliver instructions, and that Yumi may act upon those instructions without any liability or responsibility attaching to it;

13.18 that you will fairly and promptly report all income associated with your activity on the Site pursuant to applicable Laws and pay any and all taxes thereon;

13.19 that you will accurately and promptly inform Yumi if you know or have reason to know whether any of the foregoing representations or warranties no longer is correct or becomes incorrect; and

13.20 that you shall not introduce or transmit any virus into the Site or Yumi and its Affiliates’ computer systems.

14. Yumi Representations and Warranties

14.1 Yumi makes no representations, warranties, covenants or guarantees to you of any kind and, to the extent permitted by applicable Laws, Yumi expressly disclaims all representations, warranties, covenants or guarantees, express, implied or statutory, with respect to the Site and the Site Services;

14.2 The Site and the Site Services are offered strictly on an as-is, where-is basis and, without limiting the generality of the foregoing, are offered without any representation as to merchantability or fitness for any particular purpose. Yumi may also provide access to features or services that are identified as “beta” or pre-release. Without limiting the preceding sentences in this paragraph 14.2, you understand that such services are still in development, may have bugs or errors, may be incomplete, may materially change prior to a full commercial launch, or may never be released commercially.

14.3 With respect to the Physical Artwork, Yumi represents and warrants that:

(i) it has full right, authority and capacity to sell and transfer legal and beneficial title to the Physical Artwork;

(ii) the Physical Artwork is authentic, original work, and contains no material from other copyrighted or unpublished work, and has not been copied wholly or substantially from any other work or material or any other source;

(iii) the Physical Artwork is not subject to, or the subject of, any rights or interests of others, claims, liens, security interests, restrictions, conditions, options or other encumbrances of any kind held or claimed by any person, entity, government or government agency (actual, threatened or pending) (collectively, Claims) and Yumi has no knowledge of any facts or circumstances likely to give rise to any Claims;

(iv) it is not aware of any challenges or disputes (current, past, pending or threatened) relating to the attribution, authenticity, description or provenance of the Physical Artwork; and

(v) the Physical Artwork is in a good and marketable condition.

15. No Advice:

Yumi does not provide any investment, portfolio management, legal, accounting, tax or other advice, or advice on trading techniques, models, algorithms, or any other schemes.

16. Limitation of Liability and Release: Important:

To the maximum extent permitted by applicable Law, you irrevocably agree and acknowledge that no Associate assumes any liability or responsibility for and no Associate shall have any liability or responsibility for any Losses directly or indirectly arising out of or related to:

16.1 any breach by you of these Terms;

16.2 the Site, and your use of it, except as explicitly provided for in these Terms;

16.3 the Site Services, and your use of any of them, except as explicitly provided for in these Terms;

16.4 any information or materials available through the Site, whether originating from Yumi, its Associates or any other Person;

16.5 the real or perceived value of any Art NFTs or other ICP Tokens traded or utilized on the Site, or the price of any Art NFT or other ICP Token displayed on the Site at any time;

16.6 any inaccurate, misleading, or incomplete statement by Yumi or on the Site regarding your Art NFT Wallet, whether caused by Yumi’s negligence or otherwise;

16.7 any failure, delay, malfunction, interruption, or decision (including, but not limited to, any decision by Yumi to vary or interfere with your rights) by Yumi in operating the Site or providing any Site Service;

16.8 any stolen, lost, or unauthorized use of your Art NFT Wallet information, any breach of security or data breach related to your Art NFT Wallet information, or any criminal or other third-party act affecting Yumi or any Associate;

16.9 any offer, representation, suggestion, statement, or claim made about Yumi, the Site, or any Site Service by any Associate;

16.10 any failure by you or any Affiliate to comply with applicable Laws;

16.11 Yumi electing to support or not support a particular blockchain or protocol, any forked version of any particular blockchain or protocol or any cryptographic tokens resulting from a fork of a blockchain or protocol;

16.12 your failure to effectuate the migration of your Art NFT to another blockchain or protocol identified by Yumi; or

16.13 Yumi electing to freeze and/or upgrade the Art NFTs.

You hereby agree to release the Associates from liability for any and all Losses, and you shall indemnify and save and hold the Associates harmless from and against all Losses. To the maximum extent permitted by applicable Law, the foregoing limitations of liability shall apply whether the alleged liability or Losses are based on contract, negligence, tort, unjust enrichment, strict liability, violation of law or regulation, or any other basis, even if the Associates have been advised of or should have known of the possibility of such Losses and damages, and without regard to the success or effectiveness of any other remedies. This release will not apply claims of Art NFT holders for Losses caused by the Custodian. However, those claims and Losses are limited in the contract governing the Custodian’s custodial and other services for the Physical Artwork.

17. No Waiver; Available Remedies:

Any failure by Yumi to exercise any of its rights, powers, or remedies under these Terms, or any delay by Yumi in doing so, does not constitute a waiver of any such right, power, or remedy. The single or partial exercise of any right, power, or remedy by Yumi does not prevent either from exercising any other rights, powers, or remedies. The remedies of Yumi are cumulative with and not exclusive of any other remedy conferred by the provisions of these Terms, or by law or equity. You agree that the remedies to which Yumi is entitled include, but are not limited to, (i) injunctions to prevent breaches of these Terms and to enforce specifically the terms and provisions hereof, and you waive the requirement of any posting of a bond in connection with such remedies, (ii) the right to recover the amount of any Losses by set off against any amounts that Yumi would otherwise be obligated to pay to you, and (iii) the right to seize and recover against any of your Art NFTs, ICP Tokens, Fiat or other funds, or your interests therein, that are held by Yumi or any of its Associates.

18. Force Majeure:

Yumi is not responsible for damages caused by delay or failure to perform undertakings under these Terms when the delay or failure is due to fires; strikes; floods; power outages or failures; acts of God or the state’s enemies; acts of any Government or Government Official; any and all market movements, shifts, or volatility; computer, server, or Internet malfunctions; security breaches or cyberattacks; criminal acts; delays or defaults caused by common carriers; acts or omissions of other Persons; or, any other delays, defaults, failures or interruptions that cannot reasonably be foreseen or provided against. In the event of force majeure, Yumi is excused from any and all performance obligations under these Terms.

19. Assignment and Third-Party Rights:

These Terms, and any of the rights, duties, and obligations contained or incorporated herein, are not assignable by you without prior written consent of Yumi. However, the provisions of these Terms which expressly apply to the Art NFTs shall continue to apply to your Art NFTs following their transfer by you. These Terms, and any of the rights, duties, and obligations contained herein, are freely assignable by Yumi without notice or your consent (for clarity, this assignment right includes the right for Yumi to assign any claim, in whole or in part, arising hereunder). Any attempt by you to assign these Terms without written consent is void. Subject to the foregoing, these Terms, and any of the rights, duties, and obligations contained or incorporated herein, shall be binding upon and inure to the benefit of the heirs, executors, administrators, personal or legal representatives, successors and assigns of you and of Yumi. None of the provisions of these Terms, or any of the rights, duties, and obligations contained or incorporated herein, are for the benefit of or enforceable by any creditors of you or Yumi or any other persons, except such as inure to a successor or assign in accordance herewith; and that the Associates of Yumi are intended third party beneficiaries of the rights and privileges expressly stated to apply to the Associates hereunder and shall be entitled to enforce such rights and privileges (including those rights and privileges set out in paragraphs 9 and 16) as if in direct privity under these Terms, subject to the conditions and limitations hereof including those relating to the resolution of disputes. No consent of any Person is required for any modification or amendment to these Terms.

20. Severability:

If any provision of these Terms or part thereof, as amended from time to time, is determined to be invalid, void, or unenforceable, in whole or in part, by any court of competent jurisdiction, such invalidity, voidness, or unenforceability attaches only to such provision to the extent of its illegality, unenforceability, invalidity, or voidness, as may be, and everything else in these Terms continues in full force and effect.

21. Sharing of Personal Information:

From time to time, Yumi receives information requests from Governments, law enforcement agencies and courts around the world. In this context, Yumi might be ordered to share and/or will provide on a voluntary basis, if this appears reasonable and necessary, your Personal Information with/to law enforcement agencies, the Persons identified by a court and/or a Government. You hereby consent to the sharing of your Personal Information as further detailed in these Terms and the Privacy Notice.

22. Electronic Communications and Acceptance:

You agree and consent to receive electronically all communications, agreements, documents, receipts, notices and disclosures that Yumi may provide in connection with these Terms through publication on any part of the Site or to your authorized e-mail address on file with Yumi. Such notices shall be deemed effective and received by you on the date on which the notice is published on any part of the Site or on which the e-mail is sent to such authorized e-mail address. These Terms may be accepted electronically, and it is the intention of the Parties that such acceptance shall be deemed to be as valid as an original signature being applied to these Terms. If you have any questions relating to these Terms, please contact us using contact information available on the Site.

23. Illegal use of Art NFTs:

23.1 WE MAY FREEZE, TEMPORARILY OR PERMANENTLY, YOUR USE OF, AND ACCESS TO, ART NFTS IF WE ARE REQUIRED TO DO SO BY LAW, INCLUDING BY COURT ORDER OR OTHER LEGAL PROCESS. YOUR ART NFTS AND THE PHYSICAL ARTWORK MAY BE SUBJECT TO SEIZURE OR FORFEITURE BY LAW ENFORCEMENT, AND WE WILL COMPLY WITH LEGAL PROCESS IN RESPECT THEREOF.

23.2 IF WE DETERMINE AFTER INVESTIGATION THAT ART NFTS HAVE BEEN USED, OR ARE BEING USED, FOR ILLEGAL (OR SANCTIONED) ACTIVITY, SUCH ART NFTS MAY BE FORFEITED.

23.3 ANY ART NFTS OR FIAT CURRENCY UNDERLYING ART NFTS THAT IS SUBJECT TO FREEZE, SEIZURE, FORFEITURE OR SIMILAR LIMITATION ON ITS USE IMPOSED BY LAW MAY BECOME WHOLLY AND PERMANENTLY UNRECOVERABLE AND UNUSABLE, AND IN APPROPRIATE CIRCUMSTANCES, MAY BE DESTROYED.

23.4 THIS SECTION APPLIES TO ALL HOLDERS, REGARDLESS OF WHETHER THE HOLDER IS A MEMBER OF THE SITE.

23.5 BY USING THE SITE, YOU AGREE THAT WE MAY TAKE THE ACTIONS SET FORTH IN THIS SECTION AND THAT WE WILL NOT BE LIABLE TO YOU THEREFORE.

Last updated 1 year ago