Welcome to Autentica! Autentica is owned and operated by mintlab AG, Gubelstrasse 11, 6300 Zug, incorporated under the laws of Switzerland (“Autentica”, “we” or “us” or “our”). Autentica is a technology company committed to empowering and safeguarding the creators of the world. With the help of blockchain technology, we have created a 3-dimensional ecosystem helping people create, buy and sell NFTs on our platform.

These Terms of Service (“Terms”), together with any documents expressly incorporated by reference, govern your access and use of our platform, including all related tools, web applications, mobile applications, decentralized applications, smart contracts and APIs located at any of Autenticas’ websites or servers, including, without limitation, successor website(s) or application(s) and any and all services related thereto (the “Marketplace”). For the purposes of these Terms, “you” means the user, artist(s), collector(s), seller(s), buyer(s), investor(s) and collectively with others using the Marketplace - “users”.

Please note that Autentica is only facilitating transactions between a buyer and a seller on the Marketplace. Autentica is not a party to any agreement between the buyer and seller or between any other users. You bear full responsibility for verifying the identity, legitimacy, and authenticity of NFTs that you purchase from sellers using the Marketplace and account that you view or otherwise interact with in conjunction with the Marketplace and we make no claims about the identity, legitimacy, functionality, or authenticity of any user, collection or NFT (and any content associated with such NFT) visible on the Marketplace.

You are accepting these Terms by clicking on the “I accept” button or by using the Marketplace and you agree to be bound by these Terms and all of the terms incorporated herein by reference and represent and warrant that you are at least 18 years of age and have the right, authority and capacity to enter into these Terms.

Autentica reserves the right to change or modify these Terms at any time in its sole discretion. If we do, we will provide notice to you or change the version number and date above. By continuing to access or use the Marketplace, you confirm that you accept these updated Terms and all of the terms incorporated therein by reference.

Autentica does not provide any wallet solution. In order to access the Marketplace you need a blockchain address and a third-party wallet which allows you to engage in transactions on blockchains. Please check out the Marketplace to see, which third-party wallets can currently be used for transactions via the Marketplace.

Your use of the wallet is subject to the terms and conditions of the third-party wallet provider. We have no custody or control of your wallet and no ability to retrieve or transfer its contents. We cannot make any representations or warranties regarding how the transactions will be operated with a specific wallet.

You also represent and warrant that you comply with all applicable laws, you are not subject of any sanctions and that you are using the Marketplace in accordance with these Terms.

Access to the Marketplace might be interrupted from time to time for any reasons at the discretion of Autentica, including without limitation, the malfunction of equipment, periodic updating, maintenance or security reasons.

We would like to give our Users an easy and convenient access to the Marketplace. If you are a buyer and like to purchase NFTs for a fix price, you do not even need to set up an account. If you are a buyer and like to purchase NFTs via an auction, or if you are an artist, investor or seller, you have to create a user account (Autentica Account).

You can create a Autentica Account in three different ways:

• Registration with e-mail address and password; or
• Connection and integration of existing social media account (Twitter, Facebook, Google) to the Marketplace; or
• Connection and integration of existing Ethereum-compatible wallet (e.g., MetaMask) to the Marketplace.

Further information and documentation might be required for verification or communication purposes (e.g. user name, email address) or can be added by you to enrich your profile on the Marketplace (e.g. pictures, bios of artists).

You must provide accurate and complete information when using the services of the Marketplace. In particular, when you create an account, you must provide accurate, current and complete account information about yourself, and to maintain and promptly update such information as necessary.

You are solely responsible for the security of your wallet and your Autentica Account and your control over any usernames, passwords or any other codes that you use to access the Marketplace. We are not responsible for managing and maintaining the security of your Autentica Account. You agree to immediately notify us, if you discover or otherwise suspect any security issues related to the Marketplace or your Autentica Account.

You are hereby granted a limited, non-exclusive, non-transferable, non-sublicensable license to access and use the services provided at the Marketplace, however, such license is subject to your compliance with these Terms. If any software, content, or other materials owned by, controlled by, or licensed to us are distributed or made available to you as part of your use of our services, we hereby grant you a non-commercial, non-assignable, non-sublicensable, non-transferrable, and non- exclusive right and license to access and display such software, content, and materials provided to you as part of our services, in each case for the sole purpose and limited to the extent strictly necessary to enable you to use our services as permitted by these Terms, provided that your license in any content linked to or associated with any NFTs (if any) is solely as set forth by the applicable seller or creator of such NFT respectively right owner.

While accessing or using our Services at the Marketplace you agree that:

• You will not pose as another person or entity;
• You will not provide false, inaccurate or misleading information;
• You will not claim a Autentica user name for reselling or the purpose of name squatting;
• You will not share your account with anyone or use another user’s Autentica Account without prior written (textform sufficient) permission of Autentica;
• You will not upload, distribute or otherwise make available through the Marketplace any unlawful, defamatory, harassing, abusive, fraudulent, obscene, or otherwise objectionable content;
• You will not upload or distribute or otherwise make available through the Marketplace any content that infringes intellectual property rights of any party;
• You will not distribute malware, viruses, worms, defects or other items of a destructive or captive nature;
• You will not distribute spam, including sending unwanted NFTs to other users;
• You will not use the Marketplace for any illegal activity, including without limitation, terrorism, tax evasion or money laundering;
• You will not use the Marketplace from a country sanctioned by the US or any European government;
• You will not facilitate transactions involving individuals sanctioned by any US or European government;
• You will not use the Marketplace to carry out any financial activities subject to registration or licensing, including but not limited to creating, selling or buying securities, commodities, options, or debt instruments;
• You will not use the Marketplace to create, sell, or buy NFTs or other items that give owners rights to participate in an ICO or any securities offering, or that are redeemable for securities, commodities or other financial instruments;
• You will not defame, abuse, extort, harass, stalk, threaten or otherwise violate or infringe the legal rights of others, including without limitation privacy rights and intellectual property rights;
• You will not remove any copyright, trademark or other proprietary rights notices contained in or on the Marketplace or any part of it;
• You will not act in any discriminatory manner;
• You will not use any data mining, robot, spider, crawler, scraper, script, browser extension, offline reader, or other automated means or interface not authorized by us to access the Marketplace, extract data, or otherwise interfere with or modify the rendering of service pages or functionality;
• You will not reverse engineer, duplicate, decompile, disassemble, or decode any aspect of the Marketplace, or do anything that might discover source code or bypass or circumvent measures employed to prevent or limit access to any service, area, or code of our service;
• You will not attempt to circumvent any Autentica fee systems;
• You will not create a product or service that is competitive with any of our products or services.

You agree and understand that we will communicate with you via electronic means. To ensure that you receive all of our communications, you agree to keep your email address current and notify us if there are any changes. You agree that any notices, agreements, disclosures, or other communications delivered to your email address on record is considered valid.

You acknowledge and agree that the Marketplace, including its “look and feel” (e.g., graphics, design, text, images, logos, page headers, button icons, and scripts), proprietary content, information and other materials, and all content and other materials contained therein, including, without limitation, the Autentica logo and all designs, text, graphics, pictures, data, software, sound files, other files, and the selection and arrangement thereof are the proprietary property of Autentica or our affiliates, licensors, or users, as applicable, and you agree not to take any action(s) inconsistent with such ownership interests. We and our affiliates, licensors, and users, as applicable, reserve all rights in connection with the Marketplace and its content, including, without limitation, the exclusive right to create derivative works.

Except as expressly set forth herein, your use of the Marketplace does not grant you ownership of any other rights with respect to any content, code, data or other materials that you may access on or through the Marketplace.

Ownership of a copyright is separate and distinct from ownership of a material object or a digital asset in which the artwork is embodied or embedded. According to our Terms, artists do not lose copyright protection over their artwork when they sell NFTs. Buyers only have a property interest in lawfully purchased NFTs, but they do not have a copyright in or license to the underlying artwork unless explicitly granted by these Terms.

Collectors are granted a limited, worldwide, non-exclusive, non-transferable, royalty-free license to use, copy and display the artwork underlying the NFT, solely for the following purposes (i) for their own personal, non-commercial use; (ii) for attempts to sell, selling or otherwise disposing of the NFT consistent with the ownership of it.

Collectors may not make commercial use of the underlying artwork, including, for example, selling copies to the work, selling access to the artwork, selling derivative artworks embodying the artwork, or otherwise commercially exploiting the artwork.

Collector agrees that it may not, nor permit any third party, to do or attempt to do any of the foregoing without the artist’s express prior written consent in each case: (i) modify, distort, mutilate, or perform any other modification to the artwork which would be prejudicial to the artist’s honor or reputation; (ii) use the artwork to advertise, market, or sell any third party product or service; (iii) use the artwork in connection with images, videos, or other forms of media that depict hatred, intolerance, violence, cruelty, or anything else that could reasonably be found to constitute hate speech or otherwise infringe upon the rights of others; (iv) incorporate the artwork in movies, videos, video games, or any other forms of media for a commercial purpose, except to the limited extent that such use is expressly permitted by these Terms or solely for your collector’s personal, non-commercial use; (v) sell, distribute for commercial gain, or otherwise commercialize merchandise that includes, contains, or consists of the artwork; (vi) attempt to trademark, copyright, or otherwise acquire additional intellectual property rights in or to the artwork; (vii) attempt to mint, tokenize, or create an additional cryptographic token representing the same artwork, whether on or off of the Marketplace; (viii) falsify, misrepresent, or conceal the authorship of the artwork; or (ix) otherwise utilize the artwork for the collector’s or any third party’s commercial benefit.

User agrees and acknowledges that the lawful ownership, possession, and title to the NFT is necessary and sufficient condition precedent to receiving the limited license rights to the underlying artwork provided by these Terms. Any subsequent transfer, dispossession, burning, or another relinquishment of a NFT will immediately terminate the former owner’s rights and interest in the license or the NFT as provided by these Terms.

We appreciate and encourage you to provide feedback to the Marketplace. If you provide feedback, you agree, that we are free to use it and permit others to use it without any restriction or compensation to you.

Autentica is only providing a peer-to-peer service for its users. Autentica is not party of any agreement between sellers and buyers or any other users on the Marketplace and does not make any representations or warranties about any user or third party content visible on the Marketplace, including in particular any content associated with NFTs displayed on the Marketplace. We also cannot guarantee that any NFTs visible on the Marketplace will always remain visible and/or available to be bought, sold, or transferred.

Agreements between users might be subject to specific terms agreed upon by the users. For example, when you click to get more details on an NFT that can be purchased via the Marketplace, the information provided might include special purchase terms or benefits associated with a given NFT or refer to a website including purchase terms governing the purchase and use of the NFT. Please note that Autentica is not a party to such purchasing terms and you are solely responsible for reviewing such terms and conditions.

The Marketplace might contain third-party content or links to third party websites or applications for your convenience. Autentica is not responsible for such content or links to third parties. You understand that your use of any third party website is subject to any terms of use and/or privacy notices provided by such third party website.

You are solely responsible for all the information you provide to the Marketplace (User Content). By using our services or making any User Content available on the Marketplace you hereby grant to Autentica a non-exclusive, transferable, sub-licensable, worldwide, royalty-free license to use, copy modify, create derivative works based upon, distribute, publicly display and publicly perform your User Content in connection with operating and providing our services for our current and future business purposes. This includes the right to use the artist’s name, image, bio and other information provided as well as the artwork linked to or associated with an NFT for marketing purposes.

You represent and warrant that you have and will have all rights that are necessary to grant us the license rights in your User Content under these Terms. You represent and warrant that neither your User Content, nor your use and provision of your User Content to be made available through or on the Marketplace, nor any use of your User Content by Autentica on or through the Marketplace will infringe, misappropriate or violate a third party’s intellectual property rights, or rights of publicity or privacy, or result in the violation of any applicable law or regulation.

As an artist, you must follow the following guidelines:

• Your artwork must be original and personally created by you;
• Your artwork must not be a copy of an artwork linked or associated with an existing NFT;
• In case your artwork is similar to an artwork linked or associated with an existing NFT on the blockchains currently supported by the Marketplace, this artwork needs review and Autentica will decide upon whether such artwork will be considered as an original or a copy;
• You must refrain from minting artwork to which copyright ownership is unknown or disputed (e.g. commissioned works or “works made for hire”);
• Your artwork must be created digitally;
• Your artwork must not be tokenized twice and you will not use the artwork linked to or associated with the NFT for the creation of additional NFTs;
• You must not bid, purchase, or making offers on your own listed NFT, especially for the purpose of artificially influencing the price of the listed NFT;
• You will not coordinate with other artist to engage in any activities that detract from the Marketplace being an open and fair marketplace, such as manipulating pricing;
• You provide information about your identity and your contact details including your email address on the Marketplace (imprint)

Artists agree to adhere to the Terms including in particular the Artists Guidelines.

As an artist, you hereby acknowledge, understand, and agree that minting an artwork on the Marketplace constitutes an express and affirmative grant to Autentica, its affiliates and successors of a non-exclusive, world-wide, assignable, sub-licensable, perpetual, and royalty-free license to make copies of, display, perform, reproduce, and distribute the artwork on any media whether now known or later discovered for the broad purpose of operating, promoting, sharing, developing, marketing, and advertising the Marketplace, or any other purpose related to the Marketplace or business, including without limitation, the express right to: (i) display or perform the artwork on the Marketplace, a third party platform, social media posts, blogs, editorials, advertising, market reports, virtual galleries, museums, virtual environments, editorials, or to the public; (ii) create and distribute digital or physical derivative works based on the artwork, including without limitation, compilations, collective works, and anthologies; (iii) indexing the artwork in electronic databases, indexes, catalogues, smart contracts, or ledgers; and (iv) hosting, storing, distributing, and reproducing one or more copies of the artwork within a distributed file keeping system, node cluster, or other database (e.g., IPFS) or causing, directing, or soliciting others to do so.

As an artist, you represent and warrant that the artwork linked to or associated with the NFT is an original and personal creation and free of any third party rights. Artists agree and acknowledge that minting an artwork on the Marketplace constitutes an express and affirmative grant of the limited license rights to the artwork to all subsequent owners of the NFT, as provided in these Terms.

Autentica facilitates a peer-to-peer NFT Marketplace and auction house where artists, investors, sellers and buyers can sell, purchase, list for auction, make offers, and bid on NFTs. We support two sales formats at the moment:

• Fixed Price or
• Auction.

NFTs offered for a fixed price do not require an Autentica Account. All the buyer needs is a wallet and enough of the specified currency in order to purchase the NFT. Once the purchase is triggered, we ask the buyer to connect its wallet and its wallet will interact with our “NFT Marketplace” smart contract. The purchase will only work, if the seller authorized the sale on fixed price. If not, the transaction will be cancelled. At the end of the sale, we link the NFT to the wallet of the buyer. If the buyer has not registered an Autentica Account and later on decides to do so, the NFT purchased will appear on its Autentica Account.

NFTs listed for an auction require an Autentica Account. The Marketplace offers two different time- based auction formats – scheduled auctions and reserve auctions.

• Scheduled Auctions

Seller has to establish a specific start and end time and include a starting price for an auction to go live.

• Reserve Auctions

In a reserve auction, an auction for an artwork is configured to automatically go live once a bid is received equal or greater to a public reserve price established by the owner. Once the reserve price is met the auction is instantiated and configured to last for approximately 24-hours. The artwork goes to the highest bidder at the end of the auction. If the reserve price is not met, the auction is cancelled and there is no winner. In case of a successful auction, we will notify the user via email to log-in and claim its NFT. Reminders will be sent to the user for the next 72 hours. If you don't act on the auction within the 72 hours win we will cancel the auction. If you do not have an email address attached to your account, you will need to manually check if you won the auction or not and proceed with claiming the NFT, whereas, again, if you don't act on the auction win within the next 72 hours we will cancel the auction.

Please note that timing is not a simple or exact thing on the blockchain. Users should get their bids in as early as possible to ensure that they are processed by the smart contract before the close of the auction.

In case the NFT is also offered for a “buy-now price”, same procedure as outlined in Section 17.1 (Offerings on Fixed Price) applies.

Bids on listed NFTS are binding and irrevocable. By making a bid, the user agrees to temporarily send and lose control over an amount of the specified currency offered to a smart contract.  The smart contract is configured to hold the offered amount until either the offer is accepted by the owner of the NFT, a higher offer is received, or the offer is revoked.  The owner of the NFT has the unilateral authority to accept the bid.

Royalties give artists a continuing stake in the prices received from the subsequent sales of the NFTs related to their artwork. Artists can choose whether they want to earn royalty fees with every transfer of the NFT on the Marketplace. Such royalties consist of an artist-selectable percentage of the price paid for the NFT. All royalties are subject to transfers via the Marketplace of Autentica. No royalties will be triggered if the NFT is traded via third party platforms. We therefore encourage sellers to list NFTs for sale on the Marketplace of Autentica, however, sellers are permitted to sell or transfer their NFTs on third party platforms. The artist and all other users hereby waive any entitlement to any royalties, commissions, fees etc. for transactions via third party platforms.

In case the NFT is sold via the Marketplace of Autentica, the royalty is deducted from the total purchase price at the time of the purchase by operation of the smart contracts. The user hereby waives any first sale defense or argument with respect to secondary market activities resulting in royalty to an artist.

The user understands and agrees that all payments, fees, royalties etc. are transferred, processed, or initiated directly through one ore more smart contracts on blockchain networks. By transacting on the Marketplace and by using smart contracts, user hereby acknowledges, consents to and accepts all automated payments, fees, royalties etc. for the transactions taking place via the Marketplace and consents to and agrees to be bound by the smart contracts execution and distribution of the payments, fees, royalties etc..

We won’t be charging any fees for 90 days starting from launch day. After those 90 days, we will charge the buyer a variable trading fee for every purchased NFT that is based on the buyers trading volume. Such fees will be deducted from the total purchase price at the time of the purchase by operation of the smart contracts.

All user transactions on the Marketplace, including without limitation minting, tokenizing, bidding, listing, offering purchasing, or confirming, are facilitated by smart contracts existing on public blockchains. Please see the respective offer for blockchains currently supported by the Marketplace. Such blockchains require the payment of a transaction fee (Gas Fee) for every transaction that occurs on the blockchain, and thus every transaction occurring on the Marketplace. The value of the Gas Fee changes, often unpredictably, and is entirely outside of the control of Autentica or the Marketplace. The user acknowledges that under no circumstance will a contract, agreement, offer, sale, bid, or other transaction on the Marketplace be invalidated, revocable, retractable, or otherwise unenforceable on the basis that the Gas Fee for the given transaction was unknown, too high, or otherwise unacceptable to a user. User also acknowledge and agree that the Gas Fee is non- refundable under all circumstances.

You are solely responsible for determining what, if any, taxes apply to your use of the Marketplace. Neither Autentica nor any other Autentica Party is responsible for determining the taxes that apply to such use.

You agree to the fullest extent permitted by applicable law, to indemnify, defend, and hold harmless Autentica, and our respective past, present, and future employees, officers, directors, contractors, consultants, equity holders, suppliers, vendors, service providers, parent companies, subsidiaries, affiliates, agents, representatives, predecessors, successors, and assigns (individually and collectively, the “Autentica Parties”), from and against all actual or alleged claims, damages, awards, judgments, losses, liabilities, obligations, penalties, interests, fees, expenses (including, without limitation, attorneys’ fees and expenses), and costs (including, without limitation, court costs, costs of settlement, and costs of pursuing indemnification and insurance), of every kind and nature whatsoever, whether known or unknown, foreseen or unforeseen, matured or unmatured, or suspected or unsuspected, in law or equity, whether in tort, contract, or otherwise (collectively, “Claims”), including, but not limited to, damages to property or personal injury, that are caused by, arise out of or are related to (a) your use or misuse of the Marketplace, content, NFTs, or content linked to or associated with any NFTs (b) any Feedback you provide, (c) your violation or breach of any term of these Terms or applicable law, and (d) your violation of the rights of or obligations to a third party, including another user or third-party, and (e) your negligence or willful misconduct. You agree to promptly notify Autentica of any Claims and cooperate with the Autentica Parties in defending such Claims. You further agree that the Autentica Parties shall have control of the defense or settlement of any Claims. This indemnity is in addition to, and not in lieu of, any other indemnities as set forth in a written agreement between you and Autentica.

YOUR ACCESS TO AND USE OF THE MARKETPLACE IS AT YOUR OWN RISK. YOU UNDERSTAND AND AGREE THAT THE SERVICE IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS AND AUTENTICA EXPRESSLY DISCLAIMS WARRANTIES OR CONDITIONS OF ANY KIND, EITHER EXPRESS OR IMPLIED. AUTENTICA AND ITS OFFICERS, EMPLOYEES, DIRECTORS, SHAREHOLDERS, PARENTS, SUBSIDIARIES; AFFILIATES, AGENTS AND LICENSORS MAKE NO WARRANTY OR REPRESENTATION AND DISCLAIM ALL RESPONSIBILITY FOR WHETHER THE SERVICES OF AUTENTICA: (A) WILL MEET YOUR REQUIREMENTS; (B) WILL BE AVAILABLE ON AN UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE BASIS; OR (C) WILL BE ACCURATE, RELIABLE, COMPLETE, LEGAL, OR SAFE. AUTENTICA DISCLAIMS ALL OTHER WARRANTIES OR CONDITIONS, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT. AUTENTICA WILL NOT BE LIABLE FOR ANY LOSS OF ANY KIND FROM ANY ACTION TAKEN OR TAKEN IN RELIANCE ON MATERIAL OR INFORMATION, CONTAINED ON THE MARKETPLACE. WHILE AUTENTICA ATTEMPTS TO MAKE YOUR ACCESS TO AND USE OF THE MARKETPLACE SAFE, AUTENTICA CANNOT AND DOES NOT REPRESENT OR WARRANT THAT THE SERVICE, CONTENT, CONTENT LINKED TO OR ASSOCIATED WITH ANY NFTS, OR ANY NFTS YOU INTERACT WITH USING OUR SERVICE OR OUR SERVICE PROVIDERS’ SERVERS ARE AVAILABLE AT ALL TIMES, FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. WE CANNOT GUARANTEE THE SECURITY OF ANY DATA THAT YOU DISCLOSE ONLINE. NO ADVICE OR INFORMATION, WHETHER ORAL OR OBTAINED FROM THE AUTENTICA PARTIES OR THROUGH THE SERVICE, WILL CREATE ANY WARRANTY OR REPRESENTATION NOT EXPRESSLY MADE HEREIN. YOU ACCEPT THE INHERENT SECURITY RISKS OF PROVIDING INFORMATION AND DEALING ONLINE OVER THE INTERNET AND WILL NOT HOLD AUTENTICA RESPONSIBLE FOR ANY BREACH OF SECURITY.

WE WILL NOT BE RESPONSIBLE OR LIABLE TO YOU FOR ANY LOSS AND TAKE NO RESPONSIBILITY FOR, AND WILL NOT BE LIABLE TO YOU FOR, ANY USE OF NFTS, CONTENT, AND/OR CONTENT LINKED TO OR ASSOCIATED WITH NFTS, INCLUDING BUT NOT LIMITED TO ANY LOSSES, DAMAGES, OR CLAIMS ARISING FROM: (A) USER ERROR, INCORRECTLY CONSTRUCTED TRANSACTIONS, OR MISTYPED ADDRESSES; (B) SERVER FAILURE OR DATA LOSS; (C) UNAUTHORIZED ACCESS OR USE; (D) ANY UNAUTHORIZED THIRD-PARTY ACTIVITIES, INCLUDING WITHOUT LIMITATION THE USE OF VIRUSES, PHISHING, BRUTEFORCING OR OTHER MEANS OF ATTACK AGAINST THE SERVICE OR NFTS.

NFTS EXIST ONLY BY VIRTUE OF THE OWNERSHIP RECORD MAINTAINED IN THE ASSOCIATED BLOCKCHAIN (E.G., ETHEREUM NETWORK). ANY TRANSFERS OR SALES OCCUR ON THE ASSOCIATED BLOCKCHAIN (E.G., ETHEREUM). AUTENTICA AND/OR ANY OTHER AUTENTICA PARTY CANNOT EFFECT OR OTHERWISE CONTROL THE TRANSFER OF TITLE OR RIGHT IN ANY NFTS OR UNDERLYING OR ASSOCIATED CONTENT OR ITEMS.

NO AUTENTICA PARTY IS RESPONSIBLE OR LIABLE FOR ANY SUSTAINED LOSSES OR INJURY DUE TO VULNERABILITY OR ANY KIND OF FAILURE, ABNORMAL BEHAVIOR OF SOFTWARE (E.G., WALLET, SMART CONTRACT), BLOCKCHAINS OR ANY OTHER FEATURES OF THE NFTS. NO AUTENTICA PARTY IS RESPONSIBLE FOR LOSSES OR INJURY DUE TO LATE REPORTS BY DEVELOPERS OR REPRESENTATIVES (OR NO REPORT AT ALL) OF ANY ISSUES WITH THE BLOCKCHAIN SUPPORTING THE NFTS, INCLUDING FORKS, TECHNICAL NODE ISSUES OR ANY OTHER ISSUES HAVING LOSSES OR INJURY AS A RESULT.

The foregoing does not affect any warranties that cannot be excluded or limited under applicable law. To the extent we may not, as a matter of applicable law, disclaim any (implied) warranty the scope and duration of such warranty will be the minimum permitted by applicable law.

You accept and acknowledge:

• The prices and liquidity of NFTs are extremely volatile. Fluctuations in the price of cryptocurrencies and other digital assets could materially and adversely affect NFTs made available through the Marketplace. You understand that you may lose money;
• A lack of use or public interest in the creation and development of distributed ecosystems could negatively impact the development of those ecosystems and related applications, and could therefore also negatively impact the potential utility or value of a certain NFT;
• The regulatory regime governing blockchain technologies, cryptocurrencies, and tokens is uncertain, and new regulations or policies may materially adversely affect the development of the Marketplace and the utility of tokens and NFTs;
• Our Marketplace does not store, send, or receive cryptocurrency assets. We do not control the public blockchains that you are interacting with and we do not control certain smart contracts and protocols that may be integral to your ability to complete transactions on these public blockchains. Transactions in NFTs may be irreversible, and, accordingly, losses due to fraudulent or accidental transactions may not be recoverable. Some transactions in NFTs shall be deemed to be made when recorded on a public ledger, which is not necessarily the date or time that you initiated the transaction;
• There are risks associated with using Internet and blockchain based products, including but not limited to, the risk associated with hardware, software and Internet connections, the risk of malicious software introduction, and the risk that third parties may obtain unauthorized access to information stored within your wallet or your Autentica Account. You accept and acknowledge that Autentica will not be responsible for any communication failures, disruptions, errors, distortions or delays you may experience when using the Marketplace or any blockchain network for transactions, however caused;
• The Service may rely on third-party platforms and/or vendors/ and/or other third party providers. If we are unable to maintain a good relationship with such platform providers, vendors or other third party providers; if the terms and conditions or pricing of such platform providers, vendors or other third party providers change; if we violate or cannot comply with the terms and conditions of such platforms, vendors or third party providers; or if any of such platforms, vendors or other third party providers loses market share or falls out of favor or is unavailable for a prolonged period of time, access to and use of the Marketplace will suffer;
• There are risks associated with purchasing user generated content, including but not limited to, the risk of purchasing counterfeit assets, mislabeled assets, assets that are vulnerable to metadata decay, assets on smart contracts with bugs, and assets that may become untransferable. You represent and warrant that you have done sufficient research before making any decisions to sell, obtain, transfer, or otherwise interact with any NFTS or Autentica Accounts;
• Autentica reserves the right to hide collections, contracts, and assets affected by any of these issues or by other issues. Assets you purchase may become inaccessible on Autentica. Under no circumstances shall the inability to view your assets on Autentica or an inability to use the Marketplace in conjunction with the purchase, sale or transfer of items available on any blockchains serve as grounds for a claim against Autentica;
• If you have a dispute with one or more users, YOU RELEASE US FROM CLAIMS, DEMANDS, AND DAMAGES OF EVERY KIND AND NATURE, KNOWN AND UNKNOWN, ARISING OUT OF OR IN ANY WAY CONNECTED WITH SUCH DISPUTES. IN ENTERING INTO THIS RELEASE YOU EXPRESSLY WAIVE ANY PROTECTIONS (WHETHER STATUTORY OR OTHERWISE) THAT WOULD OTHERWISE LIMIT THE COVERAGE OF THIS RELEASE TO INCLUDE THOSE CLAIMS WHICH YOU MAY KNOW OR SUSPECT TO EXIST IN YOUR FAVOR AT THE TIME OF AGREEING TO THIS RELEASE.

LIABILITY OF AUTENTICA FOR DIRECT AND INDIRECT DAMAGES – REGARDLESS OF THE LEGAL GROUND - IS EXPRESSLY EXCLUDED TO THE MAXIMUM EXTEND PERMITTED BY LAW. LIKEWISE, CONTRACTUAL LIABILITY FOR ACTIONS OR OMISSIONS OF AUXILIARY PERSONS AS WELL AS NON- CONTRACTUAL LIABILITY OF AUTENTICA IS EXCLUDED TO THE MAXIMUM EXTENT PERMITTED BY LAW.

Some jurisdictions do not allow the exclusion of certain limitations of liability provided in these Terms.  If you are in such a jurisdiction, some of the above limitations may not apply to you.  To the extent we may not, as a matter of applicable law, limit our liabilities, the extent of our liability will be the minimum permitted by applicable law.

Please see our Privacy Notice to understand how we collect and use and disclose your personal data.

We reserve the right in our sole discretion to modify, suspend, or discontinue, temporarily or permanently, our Marketplace (or any features or parts thereof) at any time and without liability as a result.

Autentica has the right with or without notice and in its sole discretion, to suspend, disable, terminate or delete your Autentica Account and/or your ability to access or use the Marketplace or our services (or any part of the foregoing) at any time and for any or no reason. You acknowledge and agree that we shall have no liability or obligation to you in such event and that you will not be entitled to a refund of any amounts that you have already paid to us.

You agree that you will not use the Marketplace in a manner that breaches, or causes the breach of any applicable export and re-export control laws and regulations.

Autentica may commission subcontractors with the performance of its services.

All sections which by their nature should survive the termination of these Terms shall continue in full force and effect subsequent to and notwithstanding any termination of these Terms by Autentica or you. Termination will not limit any of Autentica’s other rights or remedies at law or in equity.

These Terms constitute the entire agreement between Autentica and you with respect to the subject matter hereof. There are no agreements, representations, warranties, promises, covenants, commitments, or undertakings other than those expressly set forth herein. These Terms supersede all prior agreements, proposals or representations, written or oral, concerning its subject matter.

You may not assign or transfer these Terms, and any rights and licenses granted hereunder without prior written (textform sufficient) consent of Autentica. Autentica may freely assign or transfer these Terms or any rights and licenses granted hereunder without restriction.

No failure or delay by Autentica in exercising any right or remedy under these Terms shall constitute a waiver of such right or remedy. Other than expressly stated herein, the remedies provided herein are in addition to, and not exclusive of, any other remedy of Autentica.

If any provision of these Terms is invalid, illegal or unenforceable in any jurisdiction, such invalidity, illegality or unenforceability shall not affect any other provision of these Terms or invalidate or render unenforceable such provision in any other jurisdiction. Upon such determination that any provision is invalid, illegal or unenforceable, these Terms shall be modified to effectuate the original intent of the Parties as closely as possible.

These Terms shall be governed and construed in accordance with the substantive laws of Switzerland. The application of the United Nations Convention on Contracts for the International Sale of Goods shall be excluded.

Any dispute arising out of or in conjunction with these Terms shall be submitted to the exclusive jurisdiction of the courts of the city of Zug, Switzerland.