PREAMBLE

Application. These Terms govern your access to and use of the Platform, which is operated by LISA. The scope of these Terms is strictly limited to the matters expressly described herein and does not extend to or include any ancillary or unrelated transactions, assets, activities, or services.

Acceptance. By accessing or using the Platform, by registering for an Account, or by clicking the “I agree” button or any respective check box in connection with or relating to these Terms, you acknowledge that you have read, understood, accept without modifications, and agree to be bound by these Terms and all terms incorporated herein by reference, which form a legally binding agreement between you and us. If you do not accept or agree to these Terms, you shall not register for an Account and are not allowed to access and use the Platform, and must immediately discontinue any use thereof. If you are acting for or on behalf of an entity, you hereby represent and warrant that you are authorised to accept these Terms and enter into a binding agreement with us on such entity’s behalf, and you accept these Terms both on behalf of such entity and on your own behalf.

Definitions. The definitions for terms used throughout these Terms are outlined in Section 26; please consult this Section for any clarification on terminology.

Important. Please read these Terms carefully as they affect your obligations and legal rights. Note that Sections 21 and 22 contain provisions governing the choice of law, dispute resolution terms, and class action waiver. Please read and review Sections 12, 13, 14 and 15 carefully before accepting these Terms as they provide for the limitation of liability, your obligations to indemnify the LISA Parties, as defined below, and contain disclaimer of warranties as well as other important disclaimers with regard to the Platform.

MODIFICATION

We may modify, supplement or update these Terms from time to time at our sole and absolute discretion. If we make changes to these Terms, we will update the “Last Updated” date at the top of these Terms and change the version number. If we substantially update these Terms, we may further provide additional notification of the amendment via any of the Communication Channels. Unless otherwise notified by us, updated Terms shall be effective immediately, and your continued use of the Platform will confirm the acceptance of such updated Terms. If you do not agree to any part of the amended Terms, you must immediately discontinue any access to or use of the Platform. Continuous use of the Platform is deemed acceptance of the amended Terms.

PERSONAL DATA

Your personal data is processed in accordance with the LISA Foundation Privacy Policy.

ELIGIBILITY

Eligibility Requirements. In order to be eligible to access and use the App, you must:

be able to form a legally binding agreement with us on the terms herein set forth;
if an individual, be at least 18 (eighteen) years of age, or of such higher age required to enter into a binding agreement with us on the terms set out herein according to the laws of the jurisdiction (including state or province) where you reside;
if an individual who is acting for or on behalf of an entity, (i) be duly authorised by such entity to act on its behalf for the purpose of entering into these Terms; (ii) represent and warrant that the entity is duly registered and validly existing under the laws of the jurisdiction where it is established;
neither be a Prohibited Person nor use the App for the benefit of a Prohibited Person; and
comply with these Terms at all times.

Failure to Comply with the Eligibility Requirements. If you determine that you do not meet and conform to any of the aforementioned eligibility requirements, you must immediately suspend your access to and use of the App and terminate your Account until the respective restricting circumstances cease to exist.

LICENCE

Licence. Subject to your compliance with these Terms, we hereby grant you the Licence which will remain effective until terminated as provided herein. The Licence shall terminate in case of expiration or termination hereof.

FOSS Licences. To the extent that certain items or components of the Platform may be distributed under FOSS Licences, such items and components will not be covered by the Licence granted hereunder and will be provided to you under the terms and conditions of the applicable FOSS Licences.

Compliance. Your access and use of the Platform shall not violate the terms of the Licence or FOSS Licences, if and as applicable.

PLATFORM

LISA Protocol. The Platform interacts with the LISA Protocol, which is composed of open-sourced, autonomous and self-executable Smart-Contracts implemented on the public blockchain network(s). Although the Platform may serve as a means of interacting with the LISA Protocol, the Platform is distinct from the LISA Protocol and constitutes independent software. You should always do your own thorough research before interacting with the LISA Protocol, and any use thereof shall be at your own risk. A more detailed description of the Platform and LISA Protocol may be further provided in the Materials, which do not form a part of these Terms and are provided for the information purposes only.

Platform. The Platform is a digital hub allowing Users to collectively purchase and manage the Artworks. Within the Platform you are able to: (i) access, browse and view the Artworks; (ii) place orders to purchase a share of the Artwork available for sale; (iii) perform certain transactions related to the Artwork; or (iv) utilise any other Platform functionality as may be available from time to time.

Our Role. Our role is limited to operating, maintaining, and making the Platform functionality accessible to the Users and Artwork Sellers. We are not an Artwork Seller, we do not sell the Artworks. The Artworks are offered and sold by the respective Artwork Sellers as indicated on the Platform.

Non-Party Status. Any transaction and relationship with regard to the Artwork and Art Tokens, such as purchase, transfer, governance, etc., shall always be between you and the respective counterparty thereto, such as the Artwork Seller, Users, Third-Party Services providers, etc. We shall not be deemed a counterparty to any such transaction or relationship. In no event shall we be responsible for or held liable in connection with any Disputes arising from these relationships and any transactions associated therewith, and all such Disputes shall be resolved exclusively between you and the respective counterparty. In particular, any transaction and relationship on the sale and purchase of the Artworks shall be between you and the respective Artwork Seller. Our role is limited to providing the necessary technical infrastructure for such transactions.

Artwork Sellers. We do not control the Artwork Sellers, and we shall not be responsible for their acts or omissions. The Artwork Sellers are independent from us and there is no partnership, joint venture, or other similar relationship with the Artwork Sellers.

Artwork Agreements. While using the Platform, certain Artwork Agreements may be introduced to you. Unless otherwise explicitly stated otherwise in the respective Artwork Agreement, (i) the Artwork Agreements are separate and distinct from these Terms and (ii) we are not and do not intend to be a party to the Artwork Agreement, and shall not be responsible or held liable in connection therewith.

MATERIALS

General. When accessing and/or using the Platform, you may view or interact with the Materials. All Materials are provided on “as is” and “as available” basis. Nothing contained in such Materials constitutes a promise, warranty, or representation. Any use of or reliance on such Materials is at your own discretion. You should always conduct your own independent research and thorough investigation before making any decision.

Artworks and Artwork Details. Our knowledge of each Artwork is based on the Artwork Details provided by the Artwork Sellers. We take reasonable measures to ensure that the Artworks and Artwork Details are correct and authentic in all material aspects. This notwithstanding, the Artworks and Artwork Details are provided on an “as is” and “as available” basis and we do not provide any representation or warranty with respect to any Artwork or Artwork Details. Artwork Details, along with any associated visual representations, are provided by the respective Artwork Seller and displayed on the Platform “as is” and “as provided”. We may, but are not obligated to, consult with qualified art experts to assess the correctness and completeness of the Artwork Details. Any information contained in the Artwork Details, except for statements of historical fact, should be considered as matters of reasonable opinion only and not as a representation of fact. The accuracy and completeness of the Artwork Details are contingent upon several factors, such as (i) the Artwork condition; (ii) the extent of research, examination, or testing that is feasible or practical under the respective circumstances; (ii) the current state of widely accepted expert opinion, research, scientific and/or technical analysis. To make informed decisions regarding the Artwork acquisition, you must conduct your own thorough research. In each case, the Artworks are offered in their current condition at the time of offering. Any visual representations of the Artwork, including illustrations, images, photos, videos, and animations, serve solely for identification and informational purposes and may not accurately reflect the Artwork’s actual condition. The Artworks may not be accompanied with any certificates of authenticity or other similar documents, and we are under no obligation to provide you with such certificates or any similar documents.

ACCOUNT

Creation. While you may access certain parts of the Platform without registering for an Account, you are required to have an Account in order to access and use certain Platform functionality. To register for an Account you need to go to the registration page on the Platform and follow the instructions provided thereon. Each User shall not have more than one Account. You shall use your Account personally, and you shall not transfer your Account or provide access to your Account to any third person without our prior written consent.

Security. Any actions or inactions associated with your Account are considered to have been personally conducted by you. You shall not allow any third person to access your Account, or disclose any сredentials associated therewith to any third person. You will be solely responsible for any use of your Account and credentials thereto, as well as their confidentiality. You remain responsible for all transactions carried out via your Account, and all such transactions will be considered to be made by you personally.

Loss of Access. In the event that you are no longer in possession of credentials associated with your Account, we may not be able to restore access to your Account and, accordingly, to your Account Wallet, if any, and Virtual Assets and Art Tokens held therein. We do not store your credentials on our servers, this information is encrypted and stored locally on your device or otherwise. There may be no “forgot the password” feature and we may not be able to recover your credentials.

Suspension and Termination. You hereby acknowledge and agree that we may suspend or terminate your Account in accordance with these Terms. You may also terminate your Account by contacting us or using the functionality of the App, if any.

THIRD-PARTY ACCOUNTS

General. As part of the Platform functionality, you create your Account using a Third-Party Account by allowing us to access your Third-Party Account as permitted under the applicable terms and conditions that govern your use of such Third-Party Account. You represent and warrant that you are entitled to link the respective Third-Party Account and grant us the required permissions with respect to your Third-Party Account without breach by you of any of the terms and conditions that govern your use of the applicable Third-Party Account.

Acknowledgements. By granting us access to a Third-Party Account, you understand and acknowledge that (i) we may access, make available, and store (if applicable) your data associated with the Third-Party Account so that it is available as part of your Account, such as, for instance, your full name, and (ii) we may submit to, and receive from, your Third-Party Account provider certain additional information to the extent notified to you when you link your Third-Party Account to the Account or otherwise. Please note that if a Third-Party Account or associated service becomes unavailable, our access to such Third-Party Account is terminated by the Third-Party Service provider, or due to any other reason, the data associated with such Third-Party Account may no longer be available within your Account. Your relationship with the providers of your Third-Party Accounts is governed by your agreement(s) with such providers. We do not review or verify any data associated with your Third-Party Account for any purpose, and we are not responsible for such data, its integrity, accuracy, or correctness.

WALLETS

General. When registering for an Account, you may be able to connect your existing Wallet through one of the compatible third-party software wallets, such as MetaMask, Connect Coinbase or WalletConnect. The Wallets constitute the Third-Party Services and we are not responsible for, do not endorse, shall not be held liable or responsible in connection with, and do not make any warranties, whether express or implied, as to the Wallets used by you in connection with the Platform. When using the Wallets, you should review applicable terms and policies that govern your use thereof.

Account Wallet. When you create an Account without connecting your existing Wallet, the Account Wallet is automatically created. It is not technically possible to use App functionality without having a Wallet. The Account Wallet is a non-custodial Wallet, which means that the Virtual Assets stored therein are controlled and managed only by the person having access to such Wallet. We do not have access to or control over your Account Wallet and use thereof is at your own risk. Therefore, you should make your independent verification and research whether the Account Wallet suits you. Since the Account Wallet is available within the App interface when you are logged in to your Account, you hereby acknowledge that any person having access to your Account also has access to your Account Wallet. Therefore, you shall not share credentials associated with your Account with any other person, as this will give such a person the ability to use your Account Wallet and dispose of Virtual Assets and Art Tokens stored therein. You are responsible for any transactions made in connection with your Account Wallet and any transaction with your Account Wallet shall be deemed made by you personally.

Security. We never receive access to or control over your Wallets or Virtual Assets held in such Wallets. Therefore, you are solely responsible for securing your Virtual Assets, Wallets and credentials thereto (such as private and public keys, seed phrase, passwords, etc.) as well as their confidentiality. You should not disclose your private keys or related credentials to any third person and allow any third person to access your Wallets. You remain responsible for all transactions carried out via your Wallets or using credentials thereto, and all such transactions will be considered to be made personally by you.

USER REPRESENTATIONS AND WARRANTIES

By entering into these Terms, you expressly represent and warrant to us that:

you have read and understand these Terms, including all documents and items incorporated herein by reference;
you have the necessary authority to accept these Terms, enter into a binding agreement with us, and perform the obligations set out herein;
the acceptance of these Terms shall not result in any breach of, be in conflict with, or constitute a breach or default under: (i) any provision of any judgement, decree or order imposed on you by any court or governmental or regulatory authority; and/or (ii) any material agreement, obligation, duty or commitment to which you are a party or by which you are bound;
if you are acting for or on behalf of an entity, (i) such entity is duly incorporated, registered, validly existing and in good standing under the applicable laws of the jurisdiction in which the entity is established, and in each jurisdiction where it conducts business, (ii) such entity shall be responsible for a breach of these Terms by you or any other employee or agent of such entity, unless you or any other employee or agent of such entity are responsible under the applicable law, and (iii) the acceptance of these Terms shall not result in any breach of, be in conflict with, or constitute a breach or default under any provision of your statutory or organisational documents;
you have sufficient understanding of the functionality, usage, storage, transmission tools, and features associated with the Virtual Assets, Art Tokens, Smart-Contracts, Wallets, distributed ledger technology, and blockchain-based software in general;
any Wallet used by you within or in relation to the Platform is either owned by you, or that you are validly authorised to carry out transactions using such Wallet;
any Virtual Assets used by you in connection with the Platform (i) are either owned by you, or that you are validly authorised to carry out actions using such Virtual Assets, (ii) are from legitimate sources, and (iii) were lawfully acquired;
you shall be solely responsible for all and any transactions with the Virtual Assets carried out in connection with the Platform, and for their consequences and outcomes;
you will carefully evaluate, check, and verify any Third-Party Content before you use it or rely upon it in any manner; and
all of the above representations and warranties are true, complete, accurate, and non-misleading from the time when you accept these Terms, and shall remain true, complete, accurate, and non-misleading as long as these Terms are not terminated.

PROHIBITED USE

You agree that you shall not conduct or participate in any of the following activities when accessing or using the Platform, or in connection therewith:

disrupting, interfering with, or inhibiting other Users from using the Platform, Third-Party Services, or carrying out activities that could disable, impair, or harm the functioning of the Platform, Third-Party Services, servers, or underlying software;
using the Platform or underlying software for any illegal purposes;
using or attempting to use another User’s Account without authorisation;
impersonating any person or entity or otherwise misrepresenting your affiliation with a person or entity;
without prejudice to the terms of the applicable FOSS Licences, circumventing or attempting to circumvent any access or functionality restrictions or limitations with respect to the Platform or underlying software, using malware, harmful code or software, undertaking hacker attacks or similar activities;
taking advantage of any technical glitch, malfunction, failure, delay, default, or security breach in or of the Platform;
use the Platform or related information for any purpose that is harmful or detrimental to us, Affiliates, the Platform, Third-Party Services, other Users, or users of Third-Party Services;
violating law or rights of any third person, including trademark, copyright or other intellectual property rights;
carrying out fraudulent activities, providing any false, inaccurate, or misleading information in order to unlawfully obtain Virtual Assets or property of other Users or third persons;
subject and without prejudice to the terms of the applicable FOSS Licences, copying, reproducing, or cloning the Platform as a whole, or duplicating its essential elements, or creating derivative works from the Platform without our prior written consent; or
carrying out any other unlawful activities, or activities that violate any applicable regulations, rules, orders, etc.

IMPORTANT DISCLAIMERS

No Advice. No part of these Terms or Materials is intended as, or should be considered to be, or construed as, business, legal, financial, investment, or any other sort of advice, or advice of a broker regarding any matters to which all or any part of such Materials relate. Before making the decision to use the Platform and carry out any transactions in connection therewith, you should consult your own legal, financial, tax, or other professional advisors regarding any such information.

No Fiduciary Relationship. Notwithstanding anything to the contrary contained in these Terms, to the maximum extent permitted by the applicable law, we shall owe no fiduciary duties to you, provided, however, that we shall have the duty to act in accordance with these Terms and the implied contractual covenant of good faith and fair dealing to the extent required by the law.

No Partnership or Agency. Nothing in these Terms is intended to, or shall be deemed to, establish any partnership, association, joint venture, or other co-operative entity between you and us. Nothing in these Terms and no action taken by you or us pursuant to these Terms shall constitute, or be deemed to constitute, you as our agent for any purpose, and vice versa. Neither you nor we have the authority or power to bind or contract in the name of each other.

No Solicitation. These Terms, Platform, or Materials are not intended to constitute an offer of securities, financial instruments, Virtual Assets, or a solicitation for investment in or purchase of securities, financial instruments, or Virtual Assets in any jurisdiction, nor is it intended to constitute a prospectus or offer document of any type.

No Broker or Fund Manager Relationship. We are not your broker, fund manager, or any intermediary to any broker or fund manager. Neither the Platform nor anything in these Terms shall be considered as a broker or fund management services, or any intermediation services thereto.

Artworks. We provide no assurances or warranties with respect to any Artwork. Any acquisition of a share in the Artwork shall always be at your own discretion and risk.

LISA Protocol. Nothing contained herein, on the Platform, or in the Materials shall be construed as our endorsement, recommendation, or solicitation to use the LISA Protocol. We do not control the LISA Protocol, its underlying blockchain networks and any software through which such networks are formed. Any use of the LISA Protocol shall always be at your own risk and discretion, and you hereby assume and accept any and all related risks, including the risk of possible losses and damages that they may incur in connection with your use of the LISA Protocol, its underlying blockchain network(s) and related software through which such networks are formed.

Artwork Tokens. Although the Art Tokens may be transferred, sold or purchased, neither the Platform nor LISA is deemed an issuer, transferor, transferee, seller, or reseller of the Art Tokens, or an intermediary thereto. The Art Tokens do not represent or confer any ownership right or stake, share, security, or equivalent rights, or any right to receive future revenue shares, intellectual property rights or any other form of participation in or relating to the LISA Parties. We do not provide or make any representations or warranties of any kind with respect to the Art Tokens, whether express or implied, including implied warranties of merchantability, fitness for a particular purpose or non-infringement, all of which are hereby expressly disclaimed and denied. You hereby acknowledge and agree that the Art Tokens may not: (i) meet your expectations or work as intended, (ii) have the intended functionality, (iii) have a market, or (iv) have any specific price or hold any particular value, or have any value at all. Any receipt, storage, use, and disposition of the Art Tokens shall always be at your own risk.

Third-Party Services. When using the Platform, you may interact with the Third-Party Services. We are not responsible for and shall not be held liable in connection with, and do not make any warranties, whether express or implied, as to the Third-Party Services, do not endorse, recommend or solicit the use of, and are not responsible for any such Third-Party Services. You hereby affirm and acknowledge that your use of Third-Party Services, and your interactions with third parties that are linked to or from the Platform, are at your own risk and may be subject to the terms established by the respective Third-Party Services.

Transactions. You shall solely evaluate any transactions carried out by you through or in relation to the Platform. Any transactions with the Virtual Assets and Art Tokens are processed by the applicable Third-Party Services that we neither control nor operate. Before conducting any transactions with the Virtual Assets or Art Tokens, you shall solely be obliged to ensure that the transaction is correct. Please note that transactions on a public blockchain are irreversible.

Local Regulations. The Platform functionality and features may not be suitable for use in all jurisdictions. Your access and use of the Platform are always at your own risk, and you are solely responsible for ensuring compliance with all applicable local laws and regulations, if and to the extent they apply to you.

NO WARRANTIES AND REPRESENTATIONS

In each case, you are solely responsible for determining whether to use the Platform, and any use thereof will always be at your own risk. In no event, we shall be responsible for or held liable in connection with your access to or use of the Platform and any actions, activities and transactions conducted by you, any other User or a group of Users through or in connection with the Platform. The Platform is provided on “as is” and “as available” basis, and we make no warranty of any kind, express or implied, including, but not limited to, the implied warranties of title, integration, merchantability, and fitness for a particular purpose with respect to the Platform, all of which are expressly disclaimed and denied. In particular, we do not warrant, whether expressly or impliedly, and hereby expressly disclaim any warranty and/or representation that:

the Platform will work as expected or represented, have any specific functionality, or contain any particular components;
the Platform is or will be secure, uninterrupted, or available at any particular time or place, or will continue working, operating or functioning for any period of time;
the use of the Platform will (i) meet your expectations, (ii) fit for a particular purpose, or (iii) be beneficial or suitable to you;
any defects, flaws, bugs, or errors in the Platform will be promptly corrected or corrected at all; and
the Platform will be secure at all times or be immune to any viruses, bugs, malfunctions, or other harmful components, hacker, malware or other attacks, or third-party hostile interferences.

LIMITATION OF LIABILITY

Limitation of Liability. To the maximum extent permitted under the applicable law, in no event shall:

the LISA Parties be liable or responsible for any indirect, punitive, exemplary, incidental, or consequential damages of any kind, nor shall they be liable for the loss of goodwill, loss of profits (including expected), loss of data, diminution of value, and business interruption arising out of or in connection with these Terms or their violation, the Platform, the use or inability to use the Platform, or the failure of the Platform to perform as represented or expected, whether based upon breach of warranty or contract, negligence, strict liability, tort, or any other legal theory;
our and Affiliates’ officers, directors, employees, contractors, consultants, and shareholders be held personally liable in connection with these Terms or their violation, the Platform, and the use or inability to use the Platform, provided that this item “b” shall not limit our liability as of an entity;
the LISA Parties be responsible for or held liable in connection with any possible damages or losses, including, but not limited to, consequential, incidental, or indirect, arising from any decisions made relying on the Materials; and
the aggregate liability of the LISA Parties to you for all damages and losses whatsoever arising out of or in connection with these Terms, their undue performance or violation, the Platform, the use or inability to use the Platform exceeds US $100 (one hundred U.S. dollars) or equivalent.

Exclusion of Liability. To the maximum extent permitted under the applicable law, in no event shall the LISA Parties be liable for any losses or damages, including direct, consequential, incidental, or indirect damages, arising from:

your use of, interaction with, or reliance on Third-Party Services, Third-Party Content, or any products, services, software or technical infrastructure which the LISA Parties does not control, manage, or operate;
the LISA Protocol, the Virtual Assets, the Artwork Tokens, or any failure thereof to perform as represented or expected;
unauthorised use of your Wallets or any credentials thereto, or if you failed to ensure confidentiality of such credentials;
a hacker attack, phishing attack, malware attack, viruses, or trojan horses, whether affecting or transmitted via the Platform or otherwise, or any other unauthorised third-party intervention in the operation thereof;
any performance or non-performance of the Artwork Agreement, provided that we are not a party thereto;
your purchase, ownership, or any transaction related to the share in the Artwork; and
the Force Majeure Circumstances.

Waiver. You shall not, and to the maximum extent permitted under the law hereby waive any right to, seek to recover the damages listed above in this Section 14 from the LISA Parties or persons specified above. To the maximum extent permitted under the applicable law, you further waive any and all protections and benefits granted to you under the applicable law that limit or impair the release and waiver contained herein, including due to the fact that you do not know or suspect to exist in your favour at the time of executing the release.

Exceptions. Inasmuch as some jurisdictions do not allow the exclusions or limitations as set forth herein, the above exclusions and limitations shall apply to the maximum extent permitted under the applicable law. Notwithstanding anything to the contrary contained therein, these Terms do not limit our liability for intentional misconduct, gross negligence, fraud, death or any personal injury caused by or in connection with the Platform, its use or inability to use.

Release. As we are not a party to any transaction made between you and other Users, Artwork Seller, or any other third party, which includes any Artwork Agreement where we are not explicitly indicated as a party thereto, you hereby fully, finally and forever release, acquit and discharge the LISA Parties of and from any and all claims, counterclaims, actions, causes or rights of action, suits, debts, sums of money, liabilities, damages, losses, covenants, contracts, agreements, promises, assertions, allegations, contentions, controversies and demands of any kind or nature whatsoever, whether at law or in equity, that any LISA Party may have, whether directly, or in a representative, or any other capacity, for, upon or by reason of any act, omission or other matter, cause or thing arising out of or relating to any such transactions or performance thereof.

INDEMNIFICATION

To the fullest extent permitted under the applicable law, you shall indemnify, defend, and hold harmless the LISA Parties from and against any and all claims, demands, actions, damages, losses, costs, and expenses (including reasonable professional and legal fees) that arise from or relate to (i) your violation of these Terms, including making untrue or false representations or warranties, (ii) your access to or use of the Platform, (iii) exercising, enforcing, or preserving our rights, powers or remedies (or considering doing so) with respect to you in connection with these Terms, and (iv) your obligation to pay the applicable Taxes. We reserve the right to exercise sole control over the defence, at your sole cost and expense, of any claim subject to an indemnity set out in this Section 15. The indemnity set out in this Section 15 is in addition to, and not in lieu of, any other remedies that may be available to us under the applicable law or equity.

SUSPENSION AND TERMINATION

Suspension or Termination. You hereby acknowledge and agree that we have the right to immediately suspend or terminate your Account, with or without notice. Except for termination or suspension of your Account upon your request, the final decision on whether to terminate or suspend it shall be taken by us at our sole and absolute discretion. Your Account may be suspended or terminated for any reason, including if:

you are, or we suspect that you are, in breach of these Terms, including by providing false or misleading warranties or representations;
you are, or we suspect that you are, in breach of the Artwork Agreement to which we are a party;
you are, or we suspect that you are, in breach of any applicable laws, regulations, or orders;
you have, or we suspect that you have, violated any our or third-party right, for example, violated our or third-party’s right regarding the Intellectual Property;
we detect any suspicious activity related to your Account or unauthorised access thereto;
you requested us to suspend or terminate your Account; or
we are required to do so by a court order or command by a regulatory or government authority, or in accordance with our obligations under the applicable laws, internal policies and procedures.

Effect of Suspension or Termination. Any suspension or termination of your Account shall not affect (i) your liability for and obligations in connection with all activities or any transactions conducted through your Account while it was active; (ii) any our or third-party rights and remedies, that have accrued up to the date of termination or suspension, including the right to claim damages in respect of any breach of our or third-party’s rights, these Terms and any applicable laws, which existed at or before the date of termination or suspension. If you believe that your Account has been terminated or suspended in error, you may contact us.

VOID TRANSACTIONS

Any Art Tokens, Virtual Assets, or other assets misappropriated or obtained as a result of or in connection with the violation of these Terms or intended logic of the Platform or its underlying infrastructure, including any interference in the operation of the Platform or its components, or any attack on the Platform or Users, shall be considered immediate property of LISA, and any transactions related to the foregoing shall be considered null and void ab initio.

PROPRIETARY RIGHTS

Ownership. You do not receive any rights, title, or interest in or to the Intellectual Property and the respective rights holders reserve the right to prohibit any use of the respective Intellectual Property at any time. You may not obscure, remove or alter any marks or notices displayed within the Platform. Subject to the “FOSS Licences” paragraph below, you shall not copy, upload, download, reproduce, imitate, or share any Intellectual Property, in whole or in part, unless you have the right to do so or without our prior written permission. Any rights not expressly granted to you under the Licence or applicable FOSS Licences are reserved by us, respective Affiliates, or other rights holders.

FOSS Licences. Certain components used within the Platform may be distributed under the FOSS Licences, the terms of which shall be made available to you, and you agree to abide by and comply with the terms thereof, if and where applicable.

Feedback. By providing Feedbacks, you grant us a non-exclusive, irrevocable, royalty-free, perpetual, fully paid up, worldwide licence (right) to use, copy, edit, reproduce, translate, publicly display and perform, distribute, commercialise, create derivative works from your Feedback and the right to assign these rights to third parties in whole or in part. We may use, reproduce, disclose, make publicly available and otherwise exploit any of your Feedbacks at our sole discretion, without restrictions or any obligations to you.

Copyright Infringement. If you believe that any Intellectual Property violates your copyright or copyright of the right holder you represent, you are encouraged to notify us via email. Your written notification shall include: (i) your name, residence address, email address, and telephone number, as well as those of the copyright owner you represent (if applicable); (ii) a description of the copyrighted work that you claim has been infringed; (iii) a statement by you that you have a good faith belief that the disputed use is not authorised; and (iv) a statement by you that all information provided by you is accurate and that you or a person you represent are the copyright owner. If you act on behalf of the copyright owner, you shall additionally provide us with a document or another instrument, authorising you to act on the copyright owner’s behalf.

Removal of Artwork. Users who redeem the Artwork in its entirety retain the right to request the removal of its visual representation from the Platform and prevent its further display. If you believe that the Artwork owned by you was removed by mistake or misidentification, you may send to us a written notification via email, which includes the following: (i) your name, address, telephone number, and email address; (ii) a description of the Artwork that was removed; and (iii) a statement by you, made under penalty of perjury, that you have a good faith belief that the Artwork was removed as a result of a mistake or misidentification of the Artwork to be removed. We may, after investigation and based upon our findings, restore the removed Artwork.

ASSOCIATED COSTS

Fees. We reserve the right to charge certain Fees in connection with your use of the Platform. We will make commercially reasonable efforts to demonstrate to you any such Fees, however, it shall be your obligation to review the applicable Fees each time you participate in a certain transaction.

Third-Party Costs. When you conduct certain transactions through or in relation to the Platform certain Third-Party Costs may arise. You shall bear all such Third-party Costs associated with such transactions. We are not responsible for any Third-Party Costs and shall not be in any way liable thereto. We will make commercially reasonable efforts to demonstrate to you the Third-Party Costs arising from the transactions made through or in relation to the Platform, however, you should always independently verify and review any Third-Party Costs associated with your transactions

Taxes. You are solely responsible for determining what, if any, Taxes apply to your activities and any transactions carried out via or in relation to the Platform. It is also your responsibility to withhold, collect, report, and remit all applicable Taxes to the appropriate tax authorities, and we are not responsible for withholding, collecting, reporting, or remitting any such Taxes. However, if we are required under the applicable law to withhold, collect, report, and remit any Taxes, we will do so. You hereby acknowledge, understand, and agree that (i) your transactions carried out via or in relation to the Platform may have tax consequences for you, (ii) you are solely responsible for compliance with your tax obligations, and (iii) we will not bear any liability or responsibility with respect to any tax consequences to you associated with or arising from any such transactions.

UPDATES, AVAILABILITY, AND ACCESS

Updates and Modifications. We may from time to time and without prior notice make certain updates, improvements, or modifications to the Platform, including, but not limited to, updates to the underlying software, infrastructure, security protocols, technical configurations, functionality, financial structure, or service features, and we shall not be in any case held liable with respect to any such update.

Availability. The Platform may be inaccessible or inoperable from time to time for any reason, including, for example, equipment malfunctions, maintenance procedures or repairs, Force Majeure Circumstances, disruptions, sophisticated hacker or malware attacks, temporary or permanent unavailability of the underlying software or blockchain infrastructure, and/or unavailability of the respective Third-Party Services. Notwithstanding anything to the contrary contained herein, we may, at any time and at our sole and absolute discretion, without any liability whatsoever, terminate or discontinue the Platform or any of their components. We will make commercially reasonable efforts to notify you about any such termination or discontinuation of the Platform or any of their components in advance.

Access to the Platform. If technically possible, we may limit, suspend or restrict access to the Platform or any of their components with immediate effect and without any liability, regardless of reason, including if we, acting at our sole discretion, determine that (i) you have violated or may likely violate these Terms or applicable laws; or (ii) you or your actions create or may create legal exposure for us, Affiliates, or the Platform; or (iii) you are or likely to be a Prohibited Person or act on behalf of a Prohibited Person. You shall comply with such limitations and not circumvent or bypass them in any way. You hereby agree that we may install and utilise certain software, solutions and/or tools (for example, geo-blocking solutions) allowing us to identify Prohibited Persons, or those who have violated these Terms or the laws, and restrict their access to and use of the Platform.

GOVERNING LAW

These Terms, as well as any and all relationships between you and us relating to the Platform or any transaction contemplated in these Terms shall be governed by and construed and enforced in accordance with the laws of England and Wales, without regard to conflict of law rules or principles that would cause the application of the laws of any other jurisdiction. The United Nations Convention on Contracts for the International Sale of Goods shall not apply to these Terms. This notwithstanding, the choice of law prescribed in this Section 21 will not prejudice the mandatory provisions of the law that may apply to you.

DISPUTE RESOLUTION

Informal Dispute Resolution. For any Dispute that you have against us or relating in any way to these Terms or the Platform, you shall first contact us and attempt to resolve the Dispute informally by sending a Notice to us by email. The Notice must include your name, residence address, email address, and telephone number, describe the nature and basis of the Dispute and set forth the specific relief sought. If we and you cannot reach an agreement to resolve the Dispute within thirty (30) days after such Notice is received, then either, you or we, may submit the dispute to the binding arbitration in accordance with the terms set forth in this Section 22. Binding arbitration is the referral of a Dispute to a qualified person(s) who will review the Dispute and make a final and binding determination, by making an order, to resolve the Dispute.

Opt-Out. Notwithstanding anything to the contrary contained herein, you are entitled to opt out of the settlement and resolution of the Disputes in the binding arbitration as prescribed in this Section 22 by sending written notice to us within ten (10) days after your acceptance of these Terms. Your notice shall include your name, residence address, email address, telephone number and an obvious and unequivocal statement of your willingness to opt out of the settlement and resolution of the Disputes in the binding arbitration. If you exercise your opt-out right within the term established herein, all other parts of these Terms will remain in full force and will continue to apply to you. The exercise of your opt-out right as prescribed herein has no effect on any other arbitration agreements that we and you may execute in the future. If you opt-out as outlined herein, any Dispute shall be submitted to and shall be finally resolved by the courts of England and Wales.

Binding Arbitration. Subject to the provisions of this Section 22, any Disputes arising out of or in connection with these Terms or the Platform, including any question regarding the existence, validity, or termination of these Terms, shall be referred to and finally resolved by the binding arbitration under the London Court of International Arbitration Rules, which Rules are deemed to be incorporated by reference herein. Any arbitration will occur in London, UK. The number of arbitrators shall be one (1). The language to be used in the arbitral proceedings shall be English. Any and all notices, requests, demands, and other communications which are required or may be given in connection with the arbitration shall be sent in electronic form, either via email or other electronic means including via any electronic filing system operated by the London Court of International Arbitration. Any and all notices, requests, demands, and other communications sent by electronic means shall be treated as having been received by a recipient on the day it is transmitted (such time to be determined by reference to the recipient’s time zone).

Confidentiality. Unless otherwise required by the applicable law, and to the maximum extent permitted and possible, you, we, and the arbitrators shall maintain the confidentiality of any arbitration proceedings, litigation, judgments and awards, including, but not limited to, all information gathered, prepared and presented for purposes of the arbitration, litigation, or Disputes.

Waiver of Court Proceedings. Unless you opt out of the settlement and resolution of the Disputes in the binding arbitration as prescribed herein, except for any Disputes in which either we or you seek injunctive or other equitable relief for the alleged unlawful use of Intellectual Property, you and we hereby waive your and our respective rights to have any Dispute arising from or related to these Terms, the Platform and its use resolved in a court.

No Class Actions. Any Dispute arising out of or related to these Terms or the Platform is personal to you and us and will be resolved solely through individual arbitration or litigation, as the case may be, and will not be brought as a class arbitration, class action, or any other type of representative proceeding in any circumstances. There will be no class or other type of representative action, where an individual attempts to resolve a Dispute as a representative of another individual or group of individuals.

Statutes of Limitation. To the maximum extent permitted under the law, you and we hereby agree that any claim arising out of or related to these Terms or the Platform shall be filed within one (1) year after the ground for such claim arose; if the claim is not filed within this term, such claim shall be permanently barred, which means that neither you, nor we will have the right to assert such claim.

TERM AND TERMINATION

Term. These Terms will be in full force until terminated in accordance with the terms prescribed herein.

Termination by You. You may terminate these Terms at any time by terminating (closing) your Account and ceasing access and use of the Platform.

Termination by Us. These Terms shall be deemed automatically terminated if we (i) terminate the Platform or (ii) terminate your Account.

Survival. Sections 2, 12-15, 17, 18, 21-26 of these Terms and provisions hereof constructed to survive the termination of these Terms shall survive any expiration or termination of these Terms, regardless of reason. Any termination hereof shall not affect the rights accrued prior to the termination of these Terms.

COMMUNICATION

Communication Channels. You agree and consent to receive electronically all Communications that we provide in connection with these Terms and the Platform. You agree that we may provide Communications to you through any of the Communication Channels, provided that only those postings shall be deemed to constitute Communication that are expressly marked as relating to these Terms. If you provide us with your email address, we may (but will not be obliged to) send Communications to you by email. All Communications specified in this paragraph shall be deemed in writing, valid and of full legal force, and delivered to you on the day following the day when they are published or transmitted, as the case may be.

Contact Details. You may electronically communicate with us by sending Communications by email at support@lisafoundation.com. We may require you to provide additional data or documents that will allow us to identify you.

MISCELLANEOUS

Validity and Enforceability. If any provision or part-provision of these Terms is held to be illegal, invalid or unenforceable under any present or future law, and if the rights or obligations of any party hereto will not be materially and adversely affected thereby, (i) such provision will be fully severable, (ii) these Terms will be construed and enforced as if such illegal, invalid or unenforceable provision had never comprised a part hereof, (iii) the remaining provisions of these Terms will remain in full force and effect and will not be affected by the illegal, invalid or unenforceable provision or by its severance herefrom and (iv) in lieu of such illegal, invalid or unenforceable provision, there will be added automatically as a part of these Terms a legal, valid and enforceable provision as similar in terms to such illegal, invalid or unenforceable provision as may be possible. In any event, the invalidity or unenforceability of any provision or part-provision of these Terms shall not affect the validity or enforceability of any other provisions of these Terms, all of which shall remain in full force and effect.

Language. Currently, only the English version of these Terms and any Communications is considered official. The English version shall prevail in case of differences in translation of the Platform interface, LISA Information, Communications, or other content provided by us.

Entire Agreement. These Terms, together with any documents incorporated herein by reference, contain the entire agreement between you and us concerning the matters contemplated herein and supersede all prior and contemporaneous understandings, writings, letters, statements, or promises, both written and oral, between you and us regarding the subject matters hereof, including, without limitation, any public or other statements, promises, publications, or representations made by LISA Parties. Unless otherwise expressly provided herein, there shall be no third-party beneficiaries thereto.

Assignability. You shall not assign or transfer any rights or obligations under these Terms without our prior written consent, including by operation of law or in connection with any change of control. We may transfer or assign these Terms, including any rights and obligations hereunder at any time and no such transfer or assignment shall require your additional consent or approval.

No Waiver. No failure or delay by us to exercise any right or remedy provided under these Terms or law shall constitute a waiver of that or any other right or remedy, nor shall it preclude or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall preclude or restrict the further exercise of that or any other right or remedy.

DEFINITIONS AND INTERPRETATION

Definitions. In these Terms, unless the context requires otherwise, the terms shall have the following meaning:

“Account” means an account with the App registered by a User.

“Account Wallet” means a Wallet generated for, assigned to, you within your Account if you sign up without connecting your Wallet.

“Affiliate” means a person controlling, controlled by, or under the same control as LISA.

“App” means the LISA application available at https://app.lisafoundation.com.

“Art Token” means a digital cryptographic token associated with the respective Artwork as further described in the Materials.

“Artwork” means a piece of art, such as paintings, photographs, drawings, sculptures, etc., provided or made available within the Platform.

“Artwork Agreement” means, except for these Terms, any agreement (including any terms and conditions) provided to you within the Platform that may govern your purchase of the Artwork or any other transaction in relation to the Artwork.

“Artwork Details” means any information, statements and other details associated with the Artwork, including information about its condition, provenance, artist and their biography, etc.

“Artwork Seller” means a natural or legal person selling the Artwork via the Platform.

“Communications” means any letters, notices, messages, demands, requests, or other communications which may be required, permitted, or contemplated hereunder.

“Communication Channels” means the Website, our X and Instagram accounts, Telegram channels, groups, or bots, Discord server and LinkedIn page, etc. Links to our Communication Channels are provided on the Platform.

“Dispute” means any dispute, controversy, claim, suit, action, cause of action, demand, or proceeding.

“Feedback” means any comments, suggestions, recommendations, or other feedback, provided by you in connection with or relating to the Platform.

“Fees” means certain fees charged in connection with your access to and use of the Platform, excluding the Third-Party Costs.

“Force Majeure Circumstances” includes, without limitation, (i) fire, flood, hostility, pandemic, act of God, explosion, strike; (ii) war, undeclared war, civil war, revolution, riot, act of terrorism, military actions, interventions, and operations; (iii) epidemic, pandemic, insurrection, labour dispute, accident; (iv) sanctions, government actions, embargoes; (v) injunctions, cease and desist orders, restraining or similar orders of, or prohibitions established by a court, governmental or other authorities; (vi) weaknesses, vulnerabilities and bugs in the software, blockchain networks, Smart-Contracts, other technologies used in connection with the Platform, 51% attacks or similar attacks on Virtual Assets’ underlying blockchain networks; (vii) actions, failures to act or inactions of Third-Party Service providers or other third parties, including fraud, loss or theft of funds by such third parties; (viii) system interference and/or destruction by any malicious programs; (ix) power failure, equipment or software malfunction or error; (x) other circumstances beyond our control interfering the performance hereof.

“FOSS Licence” means a free and open-source software licence that allows for editing, modifying, or reusing software’s source code.

“Intellectual Property” means the Artworks demonstrated on the Platform, copyrighted content, any names of services and products, logos, trademarks and other marks, domain names, designs, drawings, pictures, videos, etc., which may be made available to you within the Platform, Materials, or otherwise.

“Licence” means a limited, temporary, non-transferable, non-exclusive, revocable, non-sublicensable licence (right) to access and use the Platform for its intended purposes on the terms set forth herein.

“LISA”, “we”, “us”, “our” means LISA Foundation, a Cayman Islands foundation company.

“LISA Information” means any information, statements, announcements, data, content, and materials provided by LISA via the Communication Channels or otherwise, which explicitly excludes the Third-Party Content.

“LISA Parties” means LISA, Affiliates, and their respective shareholders, directors, officers, employees, agents, advisors, contractors, successors, and assignees.

“LISA Protocol” means a set of Smart-Contracts designed to facilitate or process certain blockchain transactions associated with the Artworks, such as issue and distribution of Art Tokens and Artwork governance.

“Materials” means LISA Information and Third-Party Content that may be available to you while accessing or using the Platform.

“Notice” means a written notice of your claim to any of the LISA Parties.

“Platform” means the Website, App, and any associated software and technical infrastructure, excluding the LISA Protocol and Third-Party Services.

“Prohibited Jurisdiction” means any of the following jurisdictions and territories: Democratic People’s Republic of North Korea, Islamic Republic of Iran, Syrian Arab Republic, Republic of Cuba, the Crimea Region of Ukraine and Sevastopol, Donetsk People’s Republic and Luhansk People’s Republic regions of Ukraine, Myanmar, the Russian Federation, and any jurisdiction or territory which is subject to a country-wide or territory-wide sanction imposed by any country, government, or international authority.

“Prohibited Person” means any citizen or resident of, or person subject to jurisdiction of, any Prohibited Jurisdiction, or person subject to any sanctions administered or enforced by any country, government, or international authority.

“Smart-Contract” means an autonomous binding self-executing code (smart-contract) deployed on a blockchain network.

“Taxes” means any income, earnings, capital gains, sales, use, value-added, or similar tax, arising from your transactions carried out via or in relation to the Platform.

“Terms” means these LISA Foundation Terms & Conditions, as may be amended from time to time, together with all agreements and documents incorporated herein by reference.

“Third-Party Account” means online accounts you have with a Third-Party Service provider, such as Google Account, Apple ID, etc.

“Third-Party Content” means any content, information, materials, and items provided by any person, other than LISA, or produced from third-party sources, including (i) the Artwork Details, (ii) the description of, links to or elements of the Third-Party Services, (iii) third-party websites and resources, and links thereto, (iv) any information produced or derived from the Third-Party Services, and (v) other third-party materials and data.

“Third-Party Costs” means any costs, fees, or expenses that are charged by third parties or third-party technologies, including, for example, blockchain gas costs, commissions and fees related to or charged by the LISA Protocol and Third-Party Services.

“Third-Party Services” means any software, services, items, and solutions that are not provided by LISA, such as, for example, Virtual Assets, Wallets (including the Account Wallet), decentralised exchanges, software or hardware wallets, analytic tools, blockchain smart-contracts, decentralised blockchain protocols, etc.

“User” means a person registered for an Account.

“Virtual Assets” means cryptocurrencies and other cryptographic tokens, such as, for example, USD Coin (USDC), Ethereum (ETH), USD Tether (USDT), and explicitly excludes Art Tokens.

“Wallet” means a pair of public and private cryptographic keys that can be used to track ownership of, receive or spend Virtual Assets on a blockchain network. A Wallet usually has a public address associated with it.

“Website” means the LISA website available at https://lisafoundation.com, including any of its subdomains.

“you”, “your” means the person who accepts these Terms, as described in the preamble of these Terms; if you are acting on behalf of an entity, “your”, “you” shall refer to both you as an individual using the Platform, and the entity on whose behalf you are acting.

Interpretation. Unless the context otherwise requires, a reference to one gender shall include a reference to the other genders; words in the singular shall include the plural and in the plural shall include the singular; any words following the terms including, include, in particular, for example or any similar expression shall be construed as illustrative and shall not limit the sense of the words, description, definition, phrase or term preceding those terms; Section headings do not affect the interpretation of these Terms. You hereby agree that a rule of construction does not apply to our disadvantage because we were responsible for the preparation of these Terms.

MODIFICATION

PERSONAL DATA

ELIGIBILITY

LICENCE

PLATFORM

MATERIALS

ACCOUNT

WALLETS

USER REPRESENTATIONS AND WARRANTIES

PROHIBITED USE

IMPORTANT DISCLAIMERS

NO WARRANTIES AND REPRESENTATIONS

LIMITATION OF LIABILITY

INDEMNIFICATION

SUSPENSION AND TERMINATION

PROPRIETARY RIGHTS

ASSOCIATED COSTS

UPDATES, AVAILABILITY, AND ACCESS

GOVERNING LAW

DISPUTE RESOLUTION

TERM AND TERMINATION

COMMUNICATION

MISCELLANEOUS

DEFINITIONS AND INTERPRETATION