Terms of service for artists

Updated on 15th February 2022

GENERAL INFORMATIONS

PLEASE READ THESE TERMS CAREFULLY BEFORE USING THIS SITE.

BY VISITING AND UPLOADING THE ARTWORKs YOU AGREE TO BE BOUND BY THESE TERMS.

  • These Terms and Conditions (“Terms”) describe the rules governing your use of this Site, the NFTs and the Artworks as defined below, and form a binding agreement between an Artist (“you”, “user” ) and SOTA sp. z o.o. incorporated under the laws of Poland, entered into the Commercial Register of the National Court Register kept by the District Court for capital city of Warsaw in Warsaw, XIII Economic Department of the National Court Register, with registered number (KRS): 0000864789, and having registered office at Warsaw, Srebrna 16 / 204, 00-810 Warsaw, Poland, NIP no. 5272939018, shared capital 5 000.00 PLN (“SOTA”, “Company” “we“, or “us“).
  • By agreeing to these Terms, you represent that you are at least 18 years old.
  • The Site is directed to people residing in jurisdictions where the purchase of NFTs is not prohibited. We do not represent that content available on or through our Site is appropriate for use or available in your location.
  • We may transfer our rights and obligations under these Terms to another organisation and you hereby explicitly agree to that. We will always tell you if this happens and we will ensure that the transfer will not affect your rights.

 

DEFINITIONS

For the purposes of the Terms, the capitalized terms used and not otherwise defined herein, shall have the following meanings:

  • Artist” refers to the licensor of the Artwork, uploaded on the Site or otherwise in line with these Terms.
  • Artwork” refers to a single artwork uploaded via the Site or other world-wide website authorized by us, and stored on storage network IPFS, making up the SOTA collection.
  • Blockchain” means the Ethereum mainnet and the consensus blockchain for such mainnet (networkID:1, chainID:1) as recognized by the official Go Ethereum Client, or, if applicable, the network and blockchain generally recognized as the legitimate successor thereto, or, if applicable, any other solution fit for creation of NFT, as chosen by us.
  • Holder” refers to the holder of an NFT.
  • Initial Sale” refers to the first sale of NFTs through the Site or other world-wide website authorized by us.
  • Intellectual Property” means any and all intellectual property rights of any nature anywhere in the world whether registered, registrable or otherwise, including patents, utility models, trademarks, registered designs and domain names, applications for any of the foregoing, trade or business names, goodwill, copyright and rights in the nature of copyright, design rights, rights in databases, moral rights, performance rights and know-how.
  • Mint” refers to the successful submission of a request through an eligible Wallet, for the creation of a new block of information on a distributed ledger (the Blockchain), to a self-executing software (the Smart Contract), for the purposes of creating a new NFT recorded against the unique identifier of the wallet from which the request is submitted. “Minted” shall be construed accordingly.
  • NFTs” each, an identifiable, non-fungible, non-replicable and transferrable cryptographic asset recorded on the Blockchain, used as proof of authenticity and proof of certain rights (as set out in these Terms) vested in the Holders, associated with an instance of an Artwork and Minted in accordance with these Terms.
  • Site” means world wide website hosted at bysota.com and all its sub-domains, created, operated and made publicly available by SOTA.
  • Smart Contract” the transaction protocol governing the Minting and the transfer of NFTs on the Blockchain.
  • Wallet” refers to an application that allows users to register a unique identifier, to use such unique identifier to access and to interact with the Blockchain, and (subject to any technological restraint), to manage information (including any form of cryptographic asset) that is attributable to that unique identifier (including, for example, transferring any information).

Unless the context otherwise requires, words in the singular shall include the plural and, in the plural, shall include the singular.

 

ARTWORK LICENCING

  • By uploading Artwork via the Site, you grant to SOTA a free of charge, worldwide, exclusive, royalty-free, transferable, sublicensable licence to use that Artwork (including to reproduce, distribute, modify, display and perform it) for the purpose of operating, promoting, and improving the SOTA project, included NFT merchandising and production and sell of tangible goods incorporating an Artwork.
  • You also grant each other Holder a worldwide, non-exclusive, royalty-free licence to access your Artwork, and to use that Artwork as a part of visual element of the NFTs.
  • The licenses granted by you continue until the 31st December 2035. After this period the license term shall be construed as an indefinite period.
  • The license covers SOTA’s right to use all Artworks to promote the SOTA project and incorporate any Artwork (including yours) in future initiatives. Any such initiative will focus on increasing awareness around the SOTA project, providing our collectors with value, and promoting the overall success of the SOTA community.
  • The scope of the license, granted on the terms specified in this paragraph, also covers the right to allow SOTA to use subsidiary rights in relation to the Artworks on the exploitation fields indicated in this paragraph above.
  • The Artist authorizes the SOTA to exercise its moral right in the Artwork on its behalf. The Artist also undertakes to not to exercise its own moral rights for the duration of the license.
  • This license is granted free of charge, however an Artist may receive a bonus fee in accordance with Section “Initial Sale Bonus”.

 

INITIAL SALE BONUS

Upon the Initial Sale of NFTs, an Artist will receive a bonus fee which amount is depending on the result of Initial Sale of the NFTs that are associated to his/her Artworks. Bonus fee will be paid in one of the forms chosen by you between:

  • 0.1 ETH (Ethereum cryptocurrency), or
  • FIAT FEE – equivalent to 0.1 ETH at the moment of notifying SOTA about request of Bonus Fee withdrawal. Such request shall sent to team@bysota.com indicating of chosen currency (EUR or USD).

The daily exchange rate for FIAT FEE shall be the last traded price for such ETH to USD or EUR exchange transaction, as reflected on https://www.coinbase.com closest to 5:00 PM CET, meaning the last trade closest to and including 5:00:00 p.m. (CET) (but not after 5:00:00).

PLEASE BE AWARE THAT BY CHOSING FIAT FEE, YOUR BONUS WILL BE MINUS TAXES AND TRANSACTIONAL FEES, WHICH MAY EQUAL 30% OR MORE OF THE INITIAL SALE VALUE).

FIAT FEE Bonus will be transferred to the wallet or via PayPal account of the Artist indicated in Artist’s bonus payment e-mail request sent to team@bysota.com.

 

USER CONDUCT

The Site is reserved exclusively for lawful purposes.

In particular Holders, Artists, other users of the Site must not, directly or indirectly:

  • commit any violation of applicable laws, rules or regulations;
  • engage in any act, practice or course of business that operates or would operate as a fraud or deceit upon SOTA, or any member of the SOTA community;
  • violate, breach or fail to comply with any applicable provision of the Terms;
  • engage or attempt to engage in or assist any hack of or attack on the Site, including any theft of Artworks or funds, or upload files that contain viruses, Trojan horses, worms, time bombs, cancelbots, corrupted files, or any other similar software or programs that may damage the operation of another’s computer or property or interfere with the Site;
  • create, buy, sell or use any Artworks that infringes or in a manner infringing the copyright, trademark, patent, trade secret or other Intellectual Property or other proprietary rights of others, or upload, or otherwise make available, files that contain images, photographs, software or other material protected by Intellectual Property laws (including, copyright or trademark laws);
  • defame, abuse, harass, stalk, threaten or otherwise violate the legal rights (such as rights of privacy and publicity) of other;
  • publish, post, distribute or disseminate any profane, obscene, pornographic indecent or unlawful content, pictures, topic, name, material or information;
  • engage in or knowingly facilitate any “front-running,” “wash trading,” “pump and dump trading,” “ramping,” “cornering” or fraudulent, deceptive or manipulative trading;
  • utilize the Site to transact in securities, commodities futures, trading of commodities ona leveraged, margined or financed basis, binary options (including prediction-market transactions), real estate or real estate leases, equipment leases, debt financings, equity financings or other similar transactions;
  • utilize the Site to buy, sell or advertise personal, professional or business services;
  • utilize the Site to engage in any activities violating any applicable regulatory requirements, including anti-money laundering legal or regulatory requirements applicable to the provision of the payment services;
  • utilize the Site to engage in token-based or other financings of a business, enterprise, venture, software development project or other initiative, including ICOs, DAICOs, IEOs, “yield farming” or other token-based fundraising events.

The foregoing matters are referred to herein as “Prohibited Uses”.

 

INDEMNIFICATION, DISCLAIMERS AND LIMITATIONS OF LIABILITY

Indemnification: To the fullest extent permitted by applicable law, you agree to indemnify, defend and hold harmless SOTA, 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 assignees, from and against all actual or alleged third party claims, damages, awards, judgments, losses, liabilities, obligations, penalties, interest, 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, 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 of, or conduct in connection with, the Site, (b) your violation of the Terms or any other applicable policy or contract of SOTA, and (c) your violation of any rights of any other person or entity. You agree to promptly notify SOTA of any third-party claims and cooperate with SOTA in defending such claims. This indemnity is in addition to any other indemnities set forth between you and SOTA, including on the basis of the Terms.

Limitation of Liability: To the fullest extent permitted by law, in no event SOTA will be liable to you or any third party for any lost profit or any indirect, consequential, exemplary, incidental, special or punitive damages arising from the Terms, Site, NFTs, Artworks, the tangible assets incorporating Artworks or third party sites and products, or for any damages related to loss of revenue, loss of profits, loss of business or anticipated savings, loss of use, loss of goodwill, or loss of data, and whether caused by tort (including negligence), breach of contract, or otherwise, even if foreseeable and even if SOTA has been advised of the possibility of such damages. The access to, and use of, the Site, the NFTs, Artworks and the tangible assets incorporating Artworks are at your own discretion and risk, and you will be solely responsible for any damage to your computer system or mobile device or loss of data resulting therefrom. SOTA’s liability for damages to each user (including but not limited to Artists) shall in all cases be limited to, and under no circumstances shall exceed 250.00 EUR.

Disclaimers: SOTA makes no warranty that the Site, NFT, Artworks: (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. SOTA 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 noninfringement as to the Site, content contained therein. SOTA does not represent or warrant that content on the Site is accurate, complete, reliable,  current or error-free. SOTA 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 Site.

SOTA 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 crypto assets, including but not limited to any losses, damages or claims arising from: (a) user error such as forgotten passwords, incorrectly constructed transactions, or mistyped addresses; (b) server failure or data loss; (c) corrupted wallet files; (d) unauthorized access to applications; (e) any unauthorized third party activities, including without limitation the use of viruses, phishing, brute forcing or other means of attack against the Site or NFTs or Artworks. NFTs are intangible digital assets and they exist only by virtue of the record maintained in the Blockchain. Any transfer of title that might occur in any unique digital asset occurs on the decentralized ledger within the Blockchain. SOTA does not guarantee that SOTA can affect the transfer of title or right in any crypto assets.

No Professional Advice or Liability: All information provided by or on behalf of SOTA is for informational purposes only and should not be construed as professional, accounting or legal advice. Users should not take or refrain from taking any action in reliance on any information contained in the Terms or provided by or on behalf of SOTA. Before users make any financial, legal, or other decisions, should seek independent professional advice from persons licensed and qualified in the area for which such advice would be appropriate.

The Site is being provided on an “AS IS” and “AS AVAILABLE” basis. To the fullest extent permitted by law, SOTA is not making, and hereby disclaims, any and all information, statements, omissions, representations and warranties, express or implied, written or oral, equitable, legal or statutory, in connection with the Site and the other matters contemplated by the Terms, including any representations or warranties of title, non-infringement, merchantability, usage, security, uptime, reliability, suitability or fitness for any particular purpose, workmanship or technical quality of any code or software used in or relating to the Site. User acknowledges and agrees that use of the services is at the user’s own risk. References, links or referrals to or connections with or reliance on third-party resources, products, services or content, including smart contracts developed or operated by third parties, may be provided to users in connection with the Site. In addition, third parties may offer promotions related to the Services. SOTA does not endorse or assume any responsibility for any activities of or resources, products, services, content or promotions owned, controlled, operated or sponsored by third parties. If users access any such resources, products, services or content or participate in any such promotions, users do so solely at their own risk. Each user hereby expressly waives and releases SOTA from all liability arising from user’s use of any such resources, products, services or content or participation in any such promotions. User further acknowledges and agrees that SOTA shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with use of or reliance on any such resources, products, services, content or promotions from third parties.

 

ASSUMPTION OF RISK

Each user accepts and acknowledges that:

  • SOTA utilizes experimental cryptographic technologies and blockchain technologies, including tokens, cryptocurrencies, stablecoins, “smart contracts,” consensus algorithms, voting systems and distributed, decentralized or peer-to-peer networks or systems in performing the services. Each user acknowledges and agrees that such technologies are novel, experimental, and  speculative, and that therefore there is significant uncertainty regarding the operation and effects and risks thereof and the application of existing law thereto;
  • The technology utilized in delivering the NFT depends on public peer-to-peer networks such as Blockchain that are not under the control or influence of SOTA and are subject to many risks and uncertainties. Users are solely responsible for the safekeeping of the private key associated with the blockchain address used to participate in the SOTA NFT. SOTA will not be able to restore or issue any refund in respect of any items due to lost private keys. If a user are not able to spend or use an item due to loss or theft of the corresponding private key or otherwise, a user will be unable to exercise their rights with respect to such item.
  • The prices and value in public markets of assets such as cryptocurrencies (e.g. ETH), NFTs, have historically been subject to dramatic fluctuations and are highly volatile. As relatively new products and technologies, blockchain-based assets are not widely accepted as a means of payment for goods and services. A significant portion of demand for these assets is generated by speculators and investors seeking to profit from the short- or long-term holding of blockchain assets. The market value of any ETH, NFT, Artworks may decline below the price for which a user acquires such asset through the Site or on any other platform. User acknowledges and agrees that the costs and speeds of transacting with cryptographic and blockchain-based systems such as Ethereum are variable and may increase or decrease dramatically at any time, resulting in prolonged inability to access or use any Blockchain, ETH, NFTs, Artworks or other digital assets associated with the Site.
  • Blockchain technologies and digital assets are subject to many legal and regulatory uncertainties, and the Site or NFTs, could be adversely impacted by one or more regulatory or legal inquiries, actions, suits, investigations, claims, fines or judgments, which could impede or limit the ability of user to continue the use and enjoyment of such assets and technologies.
  • Cryptography is a progressing field. Advances in code cracking or technical advances such as the development of quantum computers may present risks to Blockchain, the Site, NFTs, and Artworks, including the theft, loss or inaccessibility thereof.
  • Blockchain, the Site, the NFTs, may be subject to “forks.” Forks occur when some or all persons running the software clients for a particular blockchain system adopt a new client or a new version of an existing client that: (i) changes the protocol rules in backwards-compatible or backwards-incompatible manner that affects which transactions can be added into later blocks, how later blocks are added to the blockchain, or other matters relating to the future operation of the protocol; or (ii) reorganizes or changes past blocks to alter the history of the blockchain.  Some forks are “contentious” and thus may result in two or more persistent alternative versions of the protocol or blockchain, either of which may be viewed as or claimed to be the legitimate or genuine continuation of the original. SOTA may not be able to anticipate, control or influence the occurrence or outcome of forks, and does not assume any risk, liability or obligation in connection therewith.
  • We do not provide Blockchain wallet software or Blockchain nodes and such software constitutes an essential third-party or user dependency without which the Site cannot be utilized and NFTs and other relevant digital assets cannot be traded or used. Furthermore, descriptors defining the Artwork and text associated with an NFT must be stored off of Blockchain. NFTs  created on SOTA have their descriptors stored on the IPFS system through an IPFS node operated by SOTA or other partner authorized by SOTA to do so, but SOTA cannot guarantee continued operation of such IPFS node or the integrity and persistence of data on IPFS. SOTA is not responsible for operation of wallet software or any other software allowing to operate the NFT (e.g. secondary marketplaces) outside of the functionalities of the Site.
  • Some jurisdictions do not allow the exclusion of certain warranties or the limitation or exclusion of certain liabilities and damages. Accordingly, some of the disclaimers and limitations set forth in the Terms may not apply in full to specific users. The disclaimers and limitations of liability provided in the Terms shall apply to the fullest extent permitted by applicable law.
  • All provisions of the Terms which disclaim or limit obligations or liabilities of SOTA shall also apply, mutatis mutandis, to the officers, directors, members, employees, independent contractors, agents, stockholders, debtholders and affiliates of SOTA.

 

TAX

You will be solely responsible to pay any and all sales, use, value-added and other taxes, duties, and assessments (except taxes on our net income) now or hereafter claimed or imposed by any governmental authority associated with your use of the Site, NFTs and/or Artworks or associated with an exchange of any crypto assets including but not limited to payments with ETH. Except for income taxes levied on us, you: (a) will pay or reimburse us for all national, federal, state, local or other taxes and assessments of any jurisdiction, including value added taxes and taxes as required by international tax treaties, customs or other import or export taxes, and amounts levied in lieu thereof based on charges set, services performed or payments made hereunder, as are now or hereafter may be imposed under the authority of any national, state, local or any other taxing jurisdiction; and (b) will not be entitled to deduct the amount of any such taxes, duties or assessments
from payments (including Gas Fees) made to us pursuant to these Terms.

 

GOVERNING LAW, DISPUTE RESOLUTION

The Terms shall be governed by, construed, and enforced under the laws of Poland without regard to any choice or conflict of laws rules. You hereby irrevocably agree that the courts of Poland shall have exclusive jurisdiction to settle any dispute or claim (including noncontractual disputes or claims) arising out of or in connection with the Terms, their subject matter or formation.

PRIVACY & COOKIES

Any and all personal information will be collected and processed in accordance with our privacy policy, found at bysota.com/pp.pdf

 

MISCELLANEOUS

Amendments and Modifications: SOTA reserves the right to change or modify the Terms at any time and in our sole discretion. The Terms may only be amended, modified, altered or supplemented by or with the written consent of SOTA. The most current version of the Terms will be posted on the Site. Any changes or modifications will be effective immediately upon the modified Terms being posted to the Site. A user shall be responsible for reviewing and becoming familiar with any such modifications. If we make changes to the Terms, we will provide notice of such changes, such as by sending an email notification, providing notice through the Services and updating the “Last Updated” date at the beginning of the Terms. By continuing to access or use the Services, you confirm your acceptance of the revised Terms and all of the terms incorporated therein by reference. If a user do not agree to any such modifications, a User must immediately stop using the services within the Site.

Assignees: The Terms shall inure to the benefit of SOTA, the Users, and their respective permitted successors, permitted assignees, permitted transferees and permitted delegates and shall be binding upon all of the foregoing persons and any person who may otherwise succeed to any right, obligation or liability under the Terms by operation of law or otherwise. A user shall not share or provide a copy of, or transfer to, any person the private key associated with any item without notifying such person that such person shall be bound by and become a party to the Terms by virtue of thereof (or if the transferor has a reasonable belief that the transferee is aware of the Terms). A user shall not assign any of a user rights or delegate any of a user liabilities or obligations under the Terms to any other person without SOTA’s advance written consent. SOTA may freely assign, transfer or delegate its rights, obligations and liabilities under the Terms to the maximum extent permitted by applicable law.

Severability: In the event that any provision of the Terms, or the application of any such provision to any person or set of circumstances, shall be determined by an arbitrator or court of competent jurisdiction to be invalid, unlawful, void or unenforceable to any extent: (a) the remainder of the Terms, and the application of such provision to persons or circumstances other than those as to which it is determined to be invalid, unlawful, void or unenforceable, shall not be impaired or otherwise affected and shall continue to be valid and enforceable to the fullest extent permitted by law; and (b) SOTA shall have the right to modify the Terms so as to effect the original intent of the parties as closely as possible in an acceptable manner in order that the transactions contemplated hereby be consumed as originally contemplated to the fullest extent possible.

Force Majeure: SOTA shall not incur any liability or penalty for not performing any act or fulfilling any duty or obligation hereunder or in connection with the matters contemplated hereby by reason of any occurrence that is not within its control (including any provision of any present or future law or regulation or any act of any governmental authority, any act of God or war or terrorism, any epidemic or pandemic, or the unavailability, disruption or malfunction of the Internet, the World Wide Web or any other electronic network, the Ethereum network or Blockchain or any aspect thereof, or any consensus attack, or hack, or denial-of-service or other attack on the foregoing or any aspect thereof, or on the other software, networks and infrastructure that enables SOTA to provide the services within the site it being understood that SOTA shall use commercially reasonable efforts, consistent with accepted practices in the industries in which SOTA operates, as applicable, to resume performance as soon as reasonably practicable under the circumstances.

Entire Agreement: The Terms constitutes the entire agreement between SOTA and the users (Artists) relating to the subject matter hereof.

 

CONTACT

Please contact SOTA at team@bysota.com for any questions or issues.

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