Marketplace CoArt — Terms of Use

1. Scope & Commercial Relationship

These Terms of Use ("Terms") govern all access to and use of Marketplace CoArt ("Marketplace", "we", "us", "our"), including:

• Tokenized Blue Chip Art Objects sold via Fractional Crypto Certificates ("FCC") representing digital claim rights and economic participation.
• Other items sold as a whole, which convey legal ownership and title through a separate sales contract.

Business-to-Business (B2B) Relationship: By using the Marketplace to acquire FCC or to purchase objects as a whole, you represent and warrant that you are acting in a commercial or business capacity (not as a consumer) and that your transactions are for resale, investment, or other business purposes. The parties acknowledge that these Terms are negotiated and agreed between sophisticated commercial actors and that consumer-protection remedies do not apply to B2B transactions to the extent permitted by law.

2. Role of the Marketplace

• Intermediary only. Marketplace acts solely as a non‑custodial intermediary listing FCC and full-object items and providing a blockchain registry for recording FCC transfers.
• No ownership (except whole-object buyers). Marketplace CoArt does not own the underlying objects. Whole-object buyers acquire legal ownership directly from the real-world owner via a separate sales contract.
• Protection under EU law. The Marketplace operates under the European Union E‑Commerce Directive and benefits from intermediary protections.

3. FCC — Blockchain, Recording & Object Identification

3.1 Recording of Rights

The Marketplace maintains a blockchain registry to record and track digital claim rights. All transfers and changes of ownership rights or fractional ownership of assets are automatically recorded in a transparent manner and are accessible to all interested parties, without revealing private information of participants.

3.2 Verification Purpose Only

The blockchain registry may be used to verify claim rights, but it does not constitute a comprehensive title examination and cannot be used to assert legal ownership of the underlying items.

3.3 Object Identification

Fractional Crypto Certificates ("FCC"), a unique development of the Marketplace, contain data necessary to verify the authenticity of the object when required, eliminating the risk of substitution of the physical asset during the trading of ownership rights on the online marketplace.

3.4 FCC Structure

Each FCC is designed so that, at the code level, it can include as many indivisible fractions representing partial claims on the underlying asset as needed. By default, 10,000 fractions are created for each FCC. Until an object with FCC is made available for fractional ownership through purchase of these fractions, the fractions remain inactive and do not interfere with any prior sales or resales of the same asset as a whole.

3.5 Rights Conferred by FCC

• Economic participation. FCC holders may receive a proportional share of certain proceeds (e.g., resale or licensing) as defined by Marketplace and object owner.
• Transferability. FCC Units are transferable subject to Marketplace rules, applicable law, and smart-contract constraints.
• Verification. Holders may verify authenticity and transfer history via the Marketplace blockchain registry.

3.6 Rights Not Conferred

• FCC do not confer legal title, deed, or other proprietary right in the physical object.
• FCC do not confer voting, governance, fiduciary, or managerial rights over the object, owner, or Marketplace.
• FCC do not guarantee the object is free from encumbrances, liens, or claims.

4. Purchases of Full-Object Items

Where an item is sold as a whole, the sale is governed by a separate sales contract. Full-object purchasers acquire title and ownership upon completion of sale, subject to all contractual conditions, payment, and transfer formalities specified by the seller. The Marketplace facilitates listing and transmission of information only.

5. Payments, Fees & No Custody

• All payments are processed by third-party providers; Marketplace does not act as custodian or escrow unless a separate written escrow agreement exists.
• Marketplace may deduct commissions and fees as disclosed.
• No Guaranteed Refunds. Refunds are not guaranteed. Refunds may be considered case-by-case at Marketplace's sole discretion, without creating precedent.
• Consideration and Obligation to Pay. The provision or transfer of FCC or full-object items constitutes full, good, and valuable consideration paid by the user. From the moment of transfer or issuance, the user owes the purchase price, even if payment fails to reach the Marketplace for any reason, including disputes, technical issues, or delays in the payment processor. This obligation is of the essence of the contract.

6. Representations & Warranties

By using the Marketplace, you represent and warrant that you are at least 18 years old, have authority to enter into these Terms, are not on sanctions lists, and will comply with all applicable law. If acting on behalf of an entity, you have authority to bind it.

7. No Title Examination, No Warranty, As-Is

The Marketplace does not perform comprehensive title, provenance, or lien searches. All FCC and full-object items are provided as-is, without warranty of any kind, express or implied, including but not limited to warranties of fitness for a particular purpose, merchantability, marketability, or title. Sole representations as to ownership or title are those provided by the real-world owner.

8. Limitation of Liability, Indemnity & Release

To the maximum extent permitted by law, Marketplace CoArt and affiliates shall not be liable for any direct, indirect, incidental, consequential, special, punitive, or exemplary damages arising from use of the Marketplace, FCC acquisition, or full-object purchases.

8.1 Indemnification

You agree to indemnify, defend, and hold harmless Marketplace CoArt and affiliates from losses, liabilities, claims, damages, costs, or expenses arising from your use of the Marketplace, breach of Terms, or acquisition/transfer of FCC or objects.

8.2 Release of Claims

You irrevocably release Marketplace CoArt and affiliates from any claims, demands, liabilities, or causes of action of every kind, whether known or unknown, arising from your interaction with the Marketplace, including ownership, title, provenance, authenticity, misrepresentation, negligence, breach of contract, statutory claims, or other tort/contract claims.

8.3 Continuity of Relationship and Retroactive Application

These Terms govern Users who acquired FCC or full objects prior to publication or effective date, including predecessor platforms, affiliates, or prior versions. Continued possession or use affirms acceptance of these Terms.

8.4 Independent Contractors

Nothing creates a partnership, joint venture, agency, employment, or fiduciary relationship. Parties are independent contractors with no authority to bind the other except as expressly provided.

8.5 Waiver of Right to Sue

By using the Marketplace, you expressly waive any right to initiate legal action, suit, or proceeding against Marketplace CoArt or its affiliates, officers, or agents in any court. Any dispute arising from your use of the Marketplace, including any alleged violation of these Terms, must be submitted to arbitration as described in Section 9.

9. Dispute Resolution — Arbitration, Waiver of Court Actions & No Class Actions

• Mandatory Arbitration. All disputes shall be resolved by binding arbitration administered by Vilnius Court of Commercial Arbitration (VCCA) in English, seat in Vilnius, Lithuania.
• Waiver of Court Proceedings & Jury Trial. Parties waive any right to jury trial and will not bring lawsuits in court except to enforce an arbitration award or as allowed by law.
• No Class Actions. Disputes resolved individually; no class or collective actions permitted.

10. Governing Law

These Terms and non-contractual obligations are governed by the laws of England and Wales, except where mandatory law provides otherwise.

11. Compliance, KYC & Sanctions

Marketplace CoArt may require identity verification via third-party providers. Access may be denied or accounts suspended for non-compliance.

12. Amendments

Marketplace may modify these Terms at any time. Continued use constitutes acceptance of updated Terms.

13. Miscellaneous

• Severability. Invalid provisions do not affect remaining Terms.
• Entire Agreement. These Terms constitute the entire agreement between you and Marketplace concerning FCC and full-object purchases.
• No Fiduciary Duty. No fiduciary relationship exists between Marketplace and Users.