Effective Date: July 1, 2024
These Gallery Terms and Conditions describe your rights and obligations as a User using the Service to create, mint, sell, transfer, or otherwise distribute any NFTs, Collectibles or any other cryptographic assets via the Service (a “Gallery”). If you are not a Gallery, then only the Terms of Service (“Terms of Service”) apply to you. These Gallery Terms of Service are “Supplemental Terms” under, and supplement, the Terms of Service. If there is a conflict between these Terms and the Terms of Use, the provisions of these Gallery Terms of Service control.
By signing up for an Account or otherwise using or accessing the Service, you agree to be bound by the Gallery Terms and Conditions and Terms of Service (together the “Agreement”) as of the date of such access or use of the Service. If you are not eligible to use the Service as a Gallery, or do not agree to the Agreement, then you do not have our permission to use the Service as a Gallery.
For the purposes of this Agreement, any capitalized terms used but not defined here will have the meanings given to them in the Terms of Service. The original language of the Agreement is English. We may make available translations for convenience. In case of conflicts between the original English version and any translation, the English version shall prevail.
Digital Original reserves the right to change or modify these Terms at any time and in our sole discretion. If we make changes to these Terms, we will provide notice of such changes, such as by updating the “Effective Date” date at the beginning of these Terms. By continuing to access or use the Platform and Service at any point after such update, you confirm your acceptance of the revised Terms and all of the terms incorporated therein by reference. We encourage you to review these Terms frequently to ensure that you understand the terms and conditions that apply when you access or use the Platform and Service. If you do not agree to the revised Terms, you are free to reject them, unfortunately, that means you will no longer get access to or use the Platform and Service.
To become a Gallery and to access the Gallery features of the Service, you are required to create an Account as set forth in Section 2 of the Terms of Service, and provide any necessary information we may request from time to time. We reserve the right to deny, suspend, or terminate your Gallery status at any time if you fail to provide the requested information or do not meet the eligibility criteria.
You are authorized to list, sell, or offer for sale or auction only those Collectibles that have successfully undergone our verification process and meet our standards, available here. This ensures that all Artworks available through the store(s) powered by Digital Original adhere to our quality and ethical standards. The Collectibles that fail to meet our standards cannot be listed, sold, or auctioned until they are amended as described below.
Should your Collectibles not meet our standards after the initial verification, we can assist you by providing various services designed to create the Collectibles that meet our standards. These services are provided under a separate agreement and may require additional fees.
Creating, selling, or otherwise transferring NFTs and the Collectibles embodied therein may be subject to fees, commissions, royalties, and other charges payable to Digital Original as set forth in Section 3 of the Terms of Service, and may change from time to time. You are responsible for any applicable sales, use, property or other taxes and customs duties imposed by a governmental authority that may apply to you. You are responsible for linking and maintaining accurate, up-to-date Wallet information associated with your Account that complies with this Agreement, and Digital Original will not be responsible for any delay, failure, or inability to transfer payment to you due to any reason out of Digital Original’s control, including your failure to comply with this Agreement.
As a Gallery you hereby represent and warrants that (1) all Collectibles you create, mint, sell, trade, or distribute through the Service does not and will not infringe on the intellectual property rights (including copyright, trademark, patent, and trade secret) or other proprietary rights of others, and (2) you will not upload or share files containing images, photographs, software, or other materials protected by intellectual property laws or rights of privacy or publicity, unless you own, control the rights to them, or have obtained all necessary permissions, and (3) all information provided to us about the Collectibles you create, mint, sell, trade, or distribute through the Service are accurate and complete, including information about embodied artworks and Artists and Artist Estate Holders, and (4) any Collectibles you create, mint, sell, trade, or distribute through the Service: a) will not be considered as parts of a larger unique cryptographic asset. Each Collectible must be a whole, individual Collectible and cannot be divided into fractional parts that represent ownership in a single asset; b) will not be issued as part of a large series or collection. Each Collectible should be unique, and not just one Collectible in a set of many similar or identical Collectibles. This means that no two Collectibles should be so similar that they are perceived as fungible; c) will not be intended to be investment assets or means of payment.
5.1 You must ensure you are the owner or have full authorization to grant rights for all elements of the content in any Collectibles you create. When creating an NFT, you must have all necessary rights, permissions, and authorizations to grant the licenses to Digital Original under this Agreement. You represent and warrant that: (a) you either own the content in the Collectibles you create or have all rights necessary to grant the licenses described in this Agreement; (b) creating any Collectibles with this content does not infringe upon the privacy, publicity, copyright, trademark, patent, trade secret, contract, or any other rights of any individual or entity, including any person visible in the Collectibles; (c) creating these Collectibles will not require us, any User, or any third party to obtain additional licenses, or pay royalties, fees, or other compensation, or give credit to any third parties; and (d) creating your Collectibles does not and will not breach any contract you have with any third party. You agree to cover all payments owed to any person due to the creation and selling of your Collectibles, including payments to Artists and Artist Estate Holders, and payments resulting from Digital Original's use of the license described in this section.
5.2 By using the Service, you grant Digital Original and its third-party service providers a license to: (a) store and reproduce your Collectibles on computer servers or software applications that are owned, operated, or controlled by or on behalf of Digital Original; (b) publicly perform, transmit, and communicate your Collectibles to the public through the Service using any current or future technology or medium, including on-demand and direct-to-user streaming; (c) publicly display and distribute your Collectibles through the Service; and (d) use, display, and reproduce your Collectibles for advertising, marketing, and promoting their availability on the Service; (d) identify you as a user of the Services and use and display your logo and trademarks in presentations, marketing and promo materials and press releases.
5.3 By selling or transferring your Collectibles through the Service, you grant the buyer, and any subsequent future buyers, a license to use the Collectible according to the terms specified in the description section of the Collectible.
5.4 By creating Collectibles through the Service, you waive your right to review or approve any marketing or promotional materials related to those Collectibles. You also waive all rights to privacy, publicity, or any similar rights connected to your Collectibles, or any part of them. Furthermore, if any moral rights are not transferable or assignable, you agree to waive and never assert those moral rights, and to not support or allow any action based on such moral rights concerning your Collectibles.
Digital Original makes no representations regarding the quantity, sufficiency, or quality of the services provided to you. The Service, including the listing of your Collectibles, is offered on an "as is" and "as available" basis. Digital Original does not warrant that your Collectibles will be posted for sale. All warranties, whether express, implied, statutory, or otherwise, are disclaimed to the fullest extent permitted by law. This includes, but is not limited to, warranties of merchantability, fitness for a particular purpose, legal compliance, non-infringement, title, or any warranties arising from course of dealing or trade usage.
Digital Original is not obligated to list your Collectibles for sale on the Service. If Digital Original does list your Collectibles, it does not guarantee they will sell. Furthermore, Digital Original has no obligation to exert any effort to sell your Collectibles.
In addition to the indemnification terms outlined in the Terms of Service, you agree to indemnify, defend, and hold harmless Digital Original and its affiliates from any claims, investigations, or liabilities arising from your use of the Service as a Gallery. This obligation extends indefinitely.
Digital Original may terminate this Agreement at any time by suspending, deleting, or discontinuing your Account or the Service, as detailed in the Terms of Service. You may terminate this Agreement at any time by ceasing to use the Service. This Agreement remains in effect indefinitely concerning any Collectibles purchased or received, and covers all related matters, including usage restrictions, warranties, indemnification, limitation of liability, and mandatory arbitration, even after termination for any reason.
10.1 This Agreement, along with the Terms of Service, Privacy Policy, and any other agreements explicitly referenced herein, constitutes the complete and exclusive understanding between you and Digital Original regarding your use of the Service as a Gallery. Both you and Digital Original agree that any disputes arising from this Agreement will be resolved through binding arbitration, as outlined in the Terms of Service.
10.2 You acknowledge that you are an independent contractor and that this Agreement does not establish any agency, partnership, joint venture, or employee-employer relationship between you and Digital Original. You have no authority to make commitments on behalf of Digital Original, and Digital Original has no authority to make commitments on your behalf. You are solely responsible for the supervision, direction, control, compensation, benefits, and tax withholdings of your personnel.