Terms and Conditions

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GENERAL TERMS & CONDITIONS OF SALE

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Updated: June 14, 2022

Buying an NFT issued by ARTORUS implies full acceptance of these terms

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These Terms of Sale (“Terms”) set forth the terms and conditions applicable to Digital Collectibles (as defined below) made available by ARTORUS, whether through one or more websites, mobile applications or other platforms (“Platform”) operated by ARTORUS or by “airdrop” or other delivery mechanism. By acquiring, accepting, using or transferring any non-fungible Blockchain-based digital token (“NFT”) made available by ARTORUS, or by using any related Digital Collectible or Related Content for any purpose, you agree to be bound by these Terms.

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These Terms are entered into between you and ARTORUS SAS (“Company“, “we,” or “us”). These Terms do not incorporate any other documents such as our Privacy Policy. These terms apply to your purchases on the OpenSea Collection (coming soon), on the Website (https://www.artorus.io/), and on any other place that could be communicated by ARTORUS or by one of his partners.

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REVIEWING AND ACCEPTING THESE TERMS

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Please read these Terms carefully, as they set out your rights and responsibilities.

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All ARTORUS NFTs are stored on and accessible through the Ethereum blockchain. All NFTs can directly be bought on OpenSea. As such, ARTORUS has no control over the transfer, storage, ownership or maintenance of the NFTs.

By agreeing to these Terms, you hereby certify that you are at least 18 years old. If you do not agree to these Terms, you must not purchase ARTORUS NFTs.

We reserve the right to change or modify these Terms at any time and in our sole discretion. You agree and understand that by accessing or using ARTORUS services or purchasing ARTORUS goods following any change to these Terms, you are agreeing to the revised Terms and all of the terms incorporated therein by reference.

Review the Terms each time you want to use ARTORUS services or purchase ARTORUS goods to ensure that you understand how the Terms apply to your activities.

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IDENTITY VERIFICATION AND PERSONAL DATA

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You agree to allow us to comply with European compliance rules, and in particular with:

Regulation (UE) 2017/1939 of October 12, 2017;
Directive (UE) 2017/1371 of July 5, 2017;
Treaty on the Functioning of the European Union;
Treaty on European Union;
French law “Sapin II” n° 2016-1691 of December 9, 2016.

You agree to provide us with the information we request (which we may request at any time deemed necessary) for the purposes of identity verification and the detection of money laundering, terrorist financing, fraud, or any other financial crime and permit us to keep a record of such information.

According to French law n° 78-17 of January 6, 1978 relating to data processing, files and freedoms, and according to Regulation (EU) 2016/679 of the European Parliament and of the Council of April 27, 2016, on the protection of individuals with regard to the processing of personal data and on the free movement of such data, you agree that ARTORUS may process all sort of personal data for identity verification purposes, but also to allow the smooth running of the sale of NFTs, the smooth running of the exchange of NFTs with their corresponding physical assets, and more generally the smooth running of the global activity of ARTORUS.

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DIGITAL COLLECTIBLES

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Each NFT directly issued by ARTORUS is associated with a physical asset, more precisely with an ancient gold or silver coin. As long as the owner of one of these NFTs does not choose to exchange his NFT with its corresponding physical asset, the NFT remains associated with it. If the owner of the NFT decides to exchange his NFT with its corresponding physical asset, the NFT will be burned by ARTORUS which will be able to issue a new NFT of a different kind.

To sum up, two categories of NFTs will indeed be issued by ARTORUS:

Guaranteed NFTs: These NFTs are issued by ARTORUS and declared as “guaranteed by ARTORUS”. They are recognized by ARTORUS as giving the right to request an exchange with a physical coin owned by ARTORUS and via ARTORUS. Owning such an NFT does not mean that you own the physical coin. Yet, you will have the right to claim the corresponding physical asset of the purchased NFT. Since all NFTs issued by ARTORUS are independent of the physical coins, there are no fees associated.
‍Not-guaranteed NFTs: If the owner of a “guaranteed NFT” decides to exchange his NFT for its corresponding physical asset, the NFT will be burned by ARTORUS that will be able to issue a new NFT. This new NFT will be issued by ARTORUS and declared as “not-guaranteed by ARTORUS”. It means that it won’t be recognized by ARTORUS as being exchangeable with a physical coin because ARTORUS won’t be able to provide any form of guarantee on a physical asset held by someone else. Possessing a “Not-guaranteed NFT” establishes a presumption of possession of its corresponding physical asset. But this presumption cannot be considered irrefutable. By purchasing a “Not guaranteed NFT”, you agree to release ARTORUS from all sorts of liability in the event of loss, defect, destruction, transformation, alienation, or any other form of a defect affecting the existence or non-existence of the physical asset as soon as it will not be owned by ARTORUS, but by the person who purchased it from ARTORUS.

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In some cases, 3D representations may not be contractual. This might occur, for instance, for NFTs tagged to quotable coins such as Vreneli.

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As a private, professional or institutional holder of a gold or silver coin, or any Artwork, you are entitled to request from ARTORUS the issuance of a “Not-guaranteed NFT". ARTORUS reserves the right to make it available against payment.

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LICENCES APPLICABLE ONLY TO SPECIFIC DIGITAL COLLECTIBLES

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1 - Proprietary Rights and Intellectual Property Rights

‍The Rights Owners retain all right, title and interest in the Related Content and all copyright or other intellectual property rights in any Related Content. Except for the license rights expressly granted, you do not have and will not have any right, title or interest in or to any Related Content. Without limiting the foregoing, the Related Content may include trade names, brands, logos, trademarks, names, likenesses, images or other personal characteristics of persons or characters (“Embedded IP”). Your use of such Embedded IP is limited to use in connection with the exercise of your license rights under these Terms and subject to all limitations set forth here in and any other restrictions that ARTORUS may inform you of in the future. You may not use any such Embedded IP in connection with any business, product or service, or in any manner that may imply endorsement of any business, message, product or service, or that is likely to cause confusion or dilute, blur or tarnish such Embedded IP. All use of such Embedded IP, including any good will generated by such use, will inure to the benefit of ARTORUS.

HOLDER OF A “GUARANTEED NFT”: Your proprietary rights are limited to the NFT. They do not extend to the corresponding physical asset. However, the holder of a “guaranteed NFT” can request an exchange of his NFT with its corresponding physical asset. Furthermore, holding a guaranteed NFT does not imply the possibility of immediately exchanging the NFT with the ancient gold or silver coin. Indeed, in some cases, a waiting period can be expected due to long delays of grade certification.

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As the owner of a “guaranteed NFT”, your intellectual property rights are void insofar as the sale of an NFT does not constitute an assignment of intellectual property rights.

HOLDER OF A “GUARANTEED NFT” WHO HAS EXERCISED HIS RIGHT OF EXCHANGE (holder of a physical asset): If you have exercised your right of exchange, you will be in possession of a physical asset: a silver or gold coin. Your proprietary rights are then absolute on this coin. In order to enable the exchange, ARTORUS will need to burn your “guaranteed NFT”. You will therefore no longer have any ownership over it.

HOLDER OF A “NOT GUARANTEED NFT”: Exchanging a “guaranteed NFT” for its physical asset makes it possible to request from ARTORUS the delivery of a “Not-guaranteed NFT”. This “Not-guaranteed NFT” only establishes a presumption of possession of its corresponding physical asset. As the holder of a “Not-guaranteed NFT”, your intellectual property rights are void insofar as the sale of an NFT does not constitute an assignment of intellectual property rights.

2 - Covenant‍

You understand that ARTORUS will continue to further modify and develop on any Related Content and may create NFTs similar to NFTs or any other form of content owned by you. On behalf of yourself and your heirs, successors and assigns, you irrevocably and perpetually covenant and agree not to file or assert before any court or other government tribunal or authority, any claim, counterclaim, demand, action, suit or other proceeding alleging or asserting direct or indirect infringement or misappropriation of any copyright or other intellectual property right that you may have:

Any of ARTORUS, any Affiliate of ARTORUS or any Third Party Rights Owner or any of their respective shareholders, directors, officers, employees, contractors, representatives, agents, licensees, distributors, resellers, or business partners,
Any customers of any of the foregoing, or

Any successor or assign of any of the foregoing.

The fact that ARTORUS will continue to further modify and develop on any Related Content and may create NFTs similar to NFTs or any other form of content owned by you does not affect your proprietary and intellectual property rights as soon as the physical asset linked to your NFT, guaranteed or not, can only be unique.

3 - Prohibitions on Fractionalization

You will not

Create, sell or attempt to create or sell, fractionalized interests in the NFT or the Digital Collectible;
Separate, unlink or decouple the Related Content from the NFT with which it is associated to form the Digital Collectible, or

Use any Related Content or Modified Content to create, sell or attempt to create or sell any new cryptographic token.

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4 - Transfers‍

For any “Not guaranteed” NFT issued by ARTORUS, you commit to sell or transfer your NFT simultaneously with the transfer or sell of its corresponding physical asset, or Artwork, with which it is associated.

ARTORUS can’t be held responsible if the seller of a “Not-guaranteed NFT” does not transfer to the buyer its corresponding physical asset, or for any other fraudulent behavior.

5- Digital Collectibles are not Securities

“Guaranteed NFTs” and “Not-guaranteed NFTs” are not Security Tokens. “Guaranteed NFTs” only confers a right of exchange, while “Not-guaranteed NFTs” only establish a presumption of possession of its corresponding physical asset. The value of an NFT does not automatically determine the value of its corresponding physical asset.

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As a consequence, the creation and sale of NFTs by ARTORUS do not constitute a Security Token Offering (STO) within the meaning of Regulation(EU) 2017/1129 of the European Parliament and of the Council of 14 June 2017 on the prospectus to be published when securities are offered to the public or admitted to trading on a regulated market, and repealing Directive 2003/71/EC with EEA relevance.

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In addition, NFTs issued by ARTORUS are in no way negotiable on the capital market and therefore cannot definitively be classified as securities, in the light of the requirements of Article 4 point 44 of Directive 2014/65/EU of 15 May 2014 on procurement financial instruments (known as "MiFID 2").

6 - Additional Benefits.

From time to time at their discretion, ARTORUS or third parties may make additional content, physical items or other benefits available to the holder of the applicable NFT (any of the foregoing, an “Additional Benefit”). None of ARTORUS or any third party has any obligation to inform you of, or to provide you with, any Additional Benefit, and you should therefore not expect any Additional Benefit when acquiring an NFT. It will be your responsibility to keep yourself apprised of the availability of any Additional Benefit and to undertake the necessary steps to apply for or collect any Additional Benefit.

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The terms and conditions applicable to any Additional Benefit will be set forth in the information or materials provided with the Additional Benefit. Except to the extent set forth in such information or materials which shall supersede and govern over any conflicting or inconsistent provisions in these Terms, any NFTs made available by ARTORUS as an Additional Benefit will be licensed on the same terms set forth herein for, and will otherwise be treated as, Related Content.

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Any physical item provided as an Additional Benefit is not part of the Related Content and, except as otherwise provided in any separate terms and conditions applicable to the Additional Benefit. Unless otherwise agreed pursuant to a binding agreement between you and the provider of an Additional Benefit, any Additional Benefit may be suspended or terminated at any time for any or no reason.

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7 - Third Party Infrastructure and Services.

You agree that ARTORUS will have no responsibility or liability, and you hereby waive and release any and all claims, arising out of or in connection with

Any Blockchain or related technology,
Any digital wallet, wallet technology such as Metamask, similar technology or related service,
Any transaction error, transaction blockage, or any other form of transaction issue not attributable to ARTORUS,
The transfer or loss of any NFT or the inability to demonstrate ownership or control of any NFT,
Any marketplace or other platform for buying, selling or transferring any NFT
Any platform or service provided by any third party or any technology related there to,
Any Modified Content or Additional Benefit provided by any third party, or any terms or conditions applicable to any such Modified Content or Additional Benefit,
Any computer, server, network device or other hardware or any Internet service provider or other telecommunications service or hardware,
Any delivery service of physical assets, or
Any other service, equipment, technology or network or data transfer infrastructure not owned and controlled by ARTORUS.

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8 - Indemnification.

You agree to indemnify and hold harmless, and at ARTORUS’s request defend, ARTORUS and its Affiliates from and against any and all claims, demands, liabilities, damages, penalties, fines, taxes, costs and expenses (including without limitation reasonable attorneys’ fees and court costs) arising out of or in connection with

Any breach of these Terms or unauthorized use of any Related Content,
Your ownership or transfer of any NFT, or
Exercise of any license rights hereunder by you.

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9 - Disclaimer of damages.

You agree that in no event will ARTORUS be liable for any indirect, incidental, consequential, or other non-direct damages of any kind or for any special, punitive or similar damages.

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10 - Taxes.

ARTORUS is not responsible for determining any with holding taxes, sales, use,value added, transfers or otherwise, or any interest and penalties imposed thereon ("Taxes"), which may apply to transactions carried out on one or more collections created by ARTORUS on OpenSea or any other marketplace, on the ARTORUS website, or on any other platform created or managed partially or totally by ARTORUS or by one of its partners.

You agree that you are solely responsible for determining what Taxes, if any, apply to your transactions and for withholding, collecting, reporting and remitting the correct amounts of Taxes to the appropriate taxing authorities. Unless otherwise specified on an applicable invoice, amounts due on this site are exclusive of sales,use, value-added, or similar taxes (“sales taxes”). This means that sales taxes become your sole responsibility.

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11 - Gas Fees

You understand the gas fees implications when dealing in NFTs and accept responsibility for any gas fees in relation to your dealing in NFTs –you may not hold us or any party associated with us (including developers, auditors, contractors or founders) liable for any gasfees issue associated with or arising your dealing in NFTs.

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12 - Risks

Please note the following risks when accessing, buying, selling or using NFTs: although the “Guaranteed NFTs” offered by ARTORUS give a right of exchange for a silver or gold coin, and “Not-guaranteed NFTs” establish a presumption of possession of such a coin, the price and liquidity of Blockchain assets are extremely volatile and may be subject to large fluctuations.

Fluctuations in the price of other digital assets could significantly and adversely affect the NFTs issued by ARTORUS, which may also be subject to significant price volatility. Legislative and regulatory interventions at the level of French law, European Union law and International law may have a negative effect on the use, transfer,exchange and value of NFTs issued by ARTORUS.

NFTs are not legal tender and are not endorsed by any government.Transactions in NFTs may be irreversible and therefore losses due to fraudulent or accidental transactions may not be recoverable. Certain transactions in NFTs are deemed to have been made when recorded on a public ledger, which is not necessarily the date or time you initiated the transaction. The value of NFTs may derive from the continued willingness of market participants to exchange fiat currency or digital assets, which may result in a permanent and total loss of value of an NFT.

You agree and understand that you are solely responsible for determining the nature, potential value, relevance and relevance of these risks to yourself, and that we do not give advice or recommendations regarding NFTs issued by ARTORUS, including the suitability and suitability of investment strategies. These warnings do not make an exhaustive list of the risks in terms of NFTs and more generally of digital assets. You agree and understand that we will not be responsible for any communication failures, disruptions, errors, distortions or delays you may experience while using the NFTs, however caused.

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13 - Physical Assets

The values of the gold and silver coins put forward by ARTORUS are only simple estimates. It cannot in any case be a right guaranteeing you the valuation of the coins at the price advanced by ARTORUS or by one of his partners.

You agree not to hold ARTORUS liable in the event of late or non-delivery of the coins once ARTORUS has completed all the due diligence for which he is responsible. Only the carrier can be held responsible for damages, errors, delays, non-deliveries, or any other problem related to the delivery of the coins.

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14 - Disclaimers

Except as expressly provided to the contrary in a writing by ARTORUS, the site and any site content contained therein, and any and all ARTORUS NFTs, listed therein are provided on an “as is” and “as available” basis without warranties or conditions of any kind,either express or implied. ARTORUS (and its suppliers) make no warranty that the site will meet your requirements; be available on an uninterrupted, timely, secure, or error-free basis; or be accurate, reliable, complete, legal, or safe.

We will not be liable for any loss of any kind from any action taken or not taken in reliance on material or information contained on the site. ARTORUS does not represent or warrant that site content is accurate, complete, reliable, current or error-free.

ARTORUS cannot and do not represent or warrant that the site, site content,any ARTORUS NFTs listed on our site or our servers are free of viruses or other harmful components. ARTORUS cannot guarantee the security of any data that you disclose online. You accept the inherent security risks of providing information and dealing online over the internet and will not hold us responsible for any breach of security unless it is due to our gross negligence.

ARTORUS 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 ARTORUS NFT including but not limited to any losses, damages or claims arising from: user error such as forgotten passwords, incorrectly constructed transactions, or mistyped addresses; server failure or data loss; corrupted wallet files; unauthorized access to applications; any unauthorized third party activities, including without limitation the use of viruses, phishing, brute forcing or other means of attack against the site or ARTORUS NFTs.

ARTORUS NFTs are intangible digital assets. They exist only by virtue of the ownership record maintained in the Ethereum network. Any transfer of title that might occur in any unique digital asset occurs on the decentralized ledger within the Ethereum platform.

ARTORUS is not responsible for sustained casualties due to vulnerability or any kind of failure, abnormal behavior of software (e.g., wallet,smart contract), blockchains or any other features of the ARTORUS NFTs. ARTORUS is not responsible for casualties due to late report by developers or representatives (or no report at all) of any issues with the blockchain supporting ARTORUS NFTs including forks,technical node issues or any other issues having fund losses as a result.

Nothing in these terms shall exclude or limit liability of either party for fraud, death or bodily injury caused by negligence, violation of laws, or any other activity that cannot be limited or excluded by legitimate means.

Some jurisdictions do not allow the exclusion of implied warranties in contracts with consumers, so the above exclusion may not apply to you.

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15 - Severability

If any term, clause, or provision of these Terms is held invalid or unenforceable, then that term, clause, or provision shall be severable from these Terms and will not affect the validity or enforce ability of any remaining part of that term, cause, or provision, or any other terms, clause, or provision of these Terms.

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16 - Limitation of liability.

You agree that the maximum aggregate liability of ARTORUS any third party rights owner and their respective Affiliates for all damages and causes of action, whether in contract, tort (including negligence) or otherwise, shall be $100.

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17 - Termination of License Rights.

In addition to any other rights and remedies to which ARTORUS may be entitled under contract, at law or in equity, you agree that if you breach any of your obligations under these Terms, your right to display and perform the Related Content and any and all other license rights that you may have under these Terms will immediately terminate without any requirement of notice .These Terms will survive the termination of your relationship with ARTORUS.

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18 - Entire Agreement

These Terms comprise the entire agreement between you and ARTORUS relating to your access to and use of the Site, Site Content and any ARTORUS NFTs you have purchased, and supersede any and all prior discussions agreements, and understandings of any kind. Except as otherwise provided herein, these Terms are intended solely for the benefit of the parties and are not intended to confer third party beneficiary rights upon any other person or entity.

19 - Governing Law and Jurisdiction.

These Terms will be construed in accordance with the laws in France as applied to contracts made and performed entirely therein, and without regard to conflicts of laws principles to the contrary. EACH PARTY HEREBY EXPRESSLY WAIVES ANY RIGHT TO A TRIAL BY JURY IN ANY ACTION OR PROCEEDING BROUGHT BY OR AGAINST EITHER PARTY IN CONNECTION WITH THESE TERMS.

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YOUR WARRANTIES

You covenant, represent, and warrant that:

you are eligible under applicable law to agree to these Terms and all related obligations, including but in no way limited to meeting any age, residency legal capacity, competency and all other requirements. Should any limitation or prohibition as to your acceptance of any obligation under these Terms under applicable law, you shall not enter into these Terms;
you are legally permitted to buy, hold, participate in, sell, and / or otherwise make use of (all together “deal in”) NFTs in your and any other relevant jurisdiction, and shall not deal in NFTs if such use is prohibited under applicable law;
you are not, under the applicable law of your jurisdiction, making a regulated investment or carrying on a regulated activity when you deal in NFT, or otherwise enter these Terms;
you have the necessary and relevant experience, knowledge and understanding to deal in Crypto-assets, NFTs and Blockchain-based systems generally, including but not limited to sufficient understanding of their risks, functionality, usage, storage, transmission mechanisms and the intricacies associated with them, to be able to competently enter into these Terms and to accept NFTs;
you are aware of all the merits, risks and any restrictions associated with NFTs, Crypto-assets and Blockchain-based systems, and you know how to manage these digital technologies;
you have not received any advice from us regarding whether dealing in any NFT is a suitable for you, and you are solely responsible for any evaluations, decisions and actions you make concerning NFTs, Crypto-assets and / or Blockchain-based systems;
you will supply us with all information, documentation or copy documentation that we require in cases where you request to exchange your NFT for its corresponding physical asset ;
all information you will and have supplied to us is accurate and not misleading, and you will provide us with any additional information which we may reasonably require in order that we can fulfill our legal, regulatory and contractual obligations, including but not limited to any anti-money laundering obligations (on which , please see clause “Identity verification”), and you will notify us promptly of any change to such information provided to us;
you take sole responsibility for any restrictions and risks associated with receiving and holding NFTs;
you are not dealing in NFTs for illegal purpose, and will not use NFTs for any illegal purpose;
your funds used for dealing in NFTs in no way comes from illegal or unethical sources;
you waive any right you may have to participate in a class action lawsuit or a class wide arbitration against us, any entity with is part of the same company group as us, and / or any individual involved with us, in relation to the creation, issuance, distribution, acceptance and use of NFTs;
you understand that each NFT only confer the rights explicitly disclosed to you in relation to that NFT, and confers no other rights of any form; and
you understand that ARTORUS does not hold any accreditation for backing physical assets;
you understand the tax and gas fees implications when dealing in NFTs and accept responsibility for any tax and gas fees in relation to your dealing in NFTs – you may not hold us or any party associated with us (including developers, auditors, contractors or founders) liable for any tax liability or gas fees issue associated with or arising your dealing in NFTs.

These conditions may be modified from time to time, so please review it frequently