Xhibiter | NFT Marketplace
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TERMS AND CONDITIONS FOR PHYSICAL ARTWORK MARKETPLACE

1. INTRODUCTION

These Terms and Conditions ("Terms") govern your access to and use of the physical artwork marketplace services ("Marketplace") operated by [Company Name] ("Company," "we," "us," or "our"). By accessing or using our Marketplace, you agree to be bound by these Terms. If you do not agree to these Terms, you may not access or use the Marketplace.

2. DEFINITIONS

"Artwork" refers to any physical art piece, including but not limited to paintings, sculptures, photographs, prints, mixed media works, and installations offered through the Marketplace.
"Artist" refers to any individual or entity that creates and offers Artwork for sale through the Marketplace.
"Buyer" refers to any individual or entity that purchases Artwork through the Marketplace.
"User" refers to any individual or entity that accesses or uses the Marketplace, including Artists, Buyers, and visitors.
"Commission" refers to the fee charged by the Company for facilitating transactions between Artists and Buyers.
"Exhibition Space" refers to the physical location(s) where Artwork is displayed for viewing and/or sale.

3. MARKETPLACE MEMBERSHIP

3.1 Eligibility

To use the Marketplace, you must:

  • Be at least 18 years of age or the age of legal majority in your jurisdiction
  • Have the legal capacity to enter into binding contracts
  • Not be prohibited from using the Marketplace under applicable laws

3.2 Account Registration

  • You may be required to create an account to access certain features of the Marketplace
  • You agree to provide accurate, current, and complete information during registration
  • You are responsible for maintaining the confidentiality of your account credentials
  • You agree to notify us immediately of any unauthorized use of your account
  • We reserve the right to suspend or terminate your account at our discretion

3.3 Membership Plans

  • We may offer various membership plans with different features and fee structures
  • Membership details and fees will be clearly displayed before you select a plan
  • We reserve the right to modify membership plans and fees with reasonable notice

4. ARTIST TERMS

4.1 Artwork Submission

  • Artists must submit Artwork for review before it can be listed on the Marketplace
  • We reserve the right to reject any Artwork at our sole discretion
  • Artists must provide accurate and complete information about each Artwork submission
  • Information must include dimensions, medium, creation date, condition, and provenance

4.2 Representation and Warranties

Artists represent and warrant that:

  • They are the creator of the Artwork or have all necessary rights to sell the Artwork
  • The Artwork does not infringe on any intellectual property rights of third parties
  • The Artwork complies with all applicable laws and regulations
  • The information provided about the Artwork is accurate and complete
  • The Artwork is in the condition described at the time of listing

4.3 Exhibition Participation

  • Artists may apply to participate in physical exhibitions organized by the Company
  • Selection for exhibitions is at the Company's sole discretion
  • Exhibition terms, including duration, location, and fees, will be communicated separately
  • Artists are responsible for transportation of Artwork to and from exhibition spaces unless otherwise specified

4.4 Commission Structure

  • The Company charges a commission on each sale made through the Marketplace
  • Commission rates are clearly communicated to Artists before listing
  • Commission rates may vary based on membership level and sale amount
  • The Company reserves the right to adjust commission rates with 30 days' notice

4.5 Artwork Pricing

  • Artists determine the pricing for their Artwork
  • Prices must include any applicable taxes and exclude shipping costs
  • Artists may offer discounts on their Artwork with the Company's approval

4.6 Payment Processing

Payments from Buyers will be processed through the Company's payment system

Artists will receive payment, less applicable commissions and fees, within [X] business days after:

  • Confirmation of Artwork delivery to the Buyer
  • Expiration of the return period without any claims

5. BUYER TERMS

5.1 Purchasing Artwork

  • All sales are subject to availability
  • Prices are displayed in [Currency] and include applicable taxes
  • Shipping costs are additional and calculated at checkout
  • Buyers must provide accurate shipping information

5.2 Payment Terms

  • Full payment is required at the time of purchase
  • We accept various payment methods as indicated on the Marketplace
  • All payments must be authorized and cleared before Artwork is shipped

5.3 Shipping and Delivery

  • Estimated shipping times are provided at checkout
  • Actual delivery times may vary and are not guaranteed
  • Risk of loss transfers to Buyer upon delivery to the shipping carrier
  • Buyers are responsible for any import duties or taxes for international shipments

5.4 Returns and Refunds

Buyers may return Artwork within [X] days of delivery if it:

  • Is damaged during shipping
  • Materially differs from its description
  • Is not authentic as represented

Return shipping costs are the responsibility of:

  • The Buyer for subjective reasons (e.g., didn't match expectations)
  • The Company for objective reasons (e.g., damage, misrepresentation)

Refunds will be processed within [X] business days after return inspection

6. EXHIBITION SPACE TERMS

6.1 Access and Conduct

  • Exhibition spaces are accessible during published operating hours
  • Users must comply with all posted rules and staff instructions
  • We reserve the right to refuse entry or remove anyone who:
    • Engages in disruptive behavior
    • Appears to be under the influence of alcohol or drugs
    • Violates these Terms or venue policies

6.2 Photography and Recording

  • Limited non-commercial photography may be permitted in designated areas
  • Flash photography, tripods, and professional equipment require prior approval
  • Photography or recording for commercial purposes requires written permission

6.3 Exhibition Space Rental

  • Exhibition spaces may be available for private events or artist showcases
  • Rental terms and fees are subject to separate agreements
  • Users must comply with all venue-specific requirements

7. INTELLECTUAL PROPERTY

7.1 Artwork Intellectual Property

Artists retain copyright and other intellectual property rights to their Artwork

By listing Artwork, Artists grant us a non-exclusive license to:

  • Display images of the Artwork on our Marketplace and promotional materials
  • Create and distribute exhibition catalogs featuring the Artwork
  • Archive images of sold Artwork for historical and reference purposes

7.2 Marketplace Intellectual Property

The Company owns all intellectual property rights in the Marketplace, including:

  • Trademarks, logos, and brand features
  • Website design, text, graphics, and interfaces
  • Software, algorithms, and databases

Users may not copy, modify, distribute, or create derivative works without permission

7.3 User-Generated Content

  • Users may submit reviews, comments, and other content ("User Content")
  • Users retain ownership of their User Content
  • By submitting User Content, users grant us a worldwide, non-exclusive, royalty-free license to use, reproduce, modify, publish, and distribute such content

8. PROHIBITED ACTIVITIES

Users may not:

  • Use the Marketplace for any illegal purpose
  • Circumvent fees or the commission structure
  • Harass, threaten, or intimidate other users
  • Post false, misleading, or defamatory content
  • Impersonate others or misrepresent affiliations
  • Use the Marketplace to distribute spam, malware, or phishing content
  • Scrape, data-mine, or extract data from the Marketplace
  • Interfere with the proper functioning of the Marketplace
  • Sell counterfeit or stolen Artwork
  • List Artwork that depicts illegal activities or content

9. PRIVACY AND DATA PROTECTION

9.1 Privacy Policy

  • Our Privacy Policy governs our collection and use of personal information
  • The Privacy Policy is incorporated into these Terms by reference
  • By using the Marketplace, you consent to our data practices as described in the Privacy Policy

9.2 Data Security

  • We implement reasonable security measures to protect user data
  • Users are responsible for maintaining the security of their account credentials
  • We cannot guarantee absolute security and are not responsible for unauthorized access

10. DISCLAIMERS AND LIMITATIONS OF LIABILITY

10.1 Disclaimers

THE MARKETPLACE IS PROVIDED "AS IS" AND "AS AVAILABLE"
WE MAKE NO WARRANTIES, EXPRESS OR IMPLIED, REGARDING THE MARKETPLACE OR ARTWORK
WE DO NOT GUARANTEE THE ACCURACY OF ARTWORK DESCRIPTIONS OR VALUATIONS
WE DO NOT GUARANTEE THAT THE MARKETPLACE WILL BE ERROR-FREE OR UNINTERRUPTED

10.2 Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, WE SHALL NOT BE LIABLE FOR:

  • INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES
  • LOSS OF PROFITS, REVENUE, DATA, OR GOODWILL
  • INTERRUPTION OF BUSINESS

OUR TOTAL LIABILITY SHALL NOT EXCEED THE GREATER OF:

  • THE AMOUNT PAID BY YOU FOR THE SPECIFIC ARTWORK GIVING RISE TO LIABILITY
  • $100 USD

10.3 Indemnification

You agree to indemnify and hold harmless the Company, its officers, directors, employees, and agents from any claims, liabilities, damages, losses, and expenses arising from:

  • Your use of the Marketplace
  • Your violation of these Terms
  • Your violation of third-party rights
  • For Artists, any claims related to Artwork you list or sell

11. DISPUTE RESOLUTION

11.1 Governing Law

These Terms shall be governed by and construed in accordance with the laws of [Jurisdiction], without regard to its conflict of law principles

11.2 Mandatory Arbitration

  • Any dispute arising from these Terms shall be resolved through binding arbitration
  • Arbitration will be conducted by [Arbitration Organization] under its rules
  • Arbitration will take place in [Location] or may be conducted online
  • The arbitrator's decision shall be final and binding
  • Either party may bring an action in court to enforce the arbitration award

11.3 Class Action Waiver

  • You agree to resolve disputes with us only on an individual basis
  • You waive any right to participate in class actions, class arbitrations, or representative actions

11.4 Small Claims Exception

Either party may bring an action in small claims court for disputes within the scope of that court's jurisdiction

12. CHANGES TO TERMS

  • We reserve the right to modify these Terms at any time
  • Changes will be effective upon posting to the Marketplace
  • Your continued use of the Marketplace after changes constitutes acceptance of the modified Terms
  • Material changes will be communicated via email or prominent notice on the Marketplace

13. TERMINATION

  • We may terminate or suspend your access to the Marketplace at any time without notice for any reason
  • You may terminate your account by following the instructions on the Marketplace
  • Upon termination:
    • Your right to access the Marketplace ceases immediately
    • Provisions that by their nature should survive will survive termination
    • We may retain your data as required by law or as necessary for legitimate business purposes

14. FORCE MAJEURE

Neither party shall be liable for failure to perform due to events beyond reasonable control, including:

  • Natural disasters
  • Acts of war or terrorism
  • Pandemics or public health emergencies
  • Government restrictions
  • Power failures or telecommunications disruptions

15. MISCELLANEOUS

15.1 Entire Agreement

  • These Terms constitute the entire agreement between you and the Company regarding the Marketplace
  • These Terms supersede any prior agreements or understandings

15.2 Severability

If any provision of these Terms is found to be unenforceable, the remaining provisions will remain in effect

15.3 No Waiver

Our failure to enforce any right or provision of these Terms shall not constitute a waiver

15.4 Assignment

  • You may not assign your rights or obligations under these Terms without our prior written consent
  • We may assign our rights and obligations under these Terms without restriction