Terms and Conditions

Please read these General Terms and Conditions (the "Terms and Conditions") carefully before accessing and using the website artstrid.com

1. INTRODUCTION

1.1.

Emerald Art Studios Ltd

is a company organised under the laws of Ireland with registration number 758563, and having its registered address at Donnybrook House, 36-42 Donnybrook Road, D04 E6X0 Dublin, Ireland (

"EMERALD", "we", "us", "our"

).1.2. EMERALD has created the online shop (the

“Reseller Platform”

) through which customers in the European Economic Area can access and purchase tokens which digitally represent artwork (

“NFT”

). The Reseller Platform only serves the purpose of selling NFTs to Consumers by facilitating transactions of NFTs listed for sale on third-party NFT points of sale to Consumers via the Reseller Platform. Through the Reseller Platform, EMERALD does not hold any cryptocurrency or Token on behalf of any user, nor processes any payment or crypto-to-fiat/fiat-to-crypto exchange from or to users. The Reseller Platform is solely permitting EMERALD to resell NFTs listed on third-party NFT Marketplaces to Users.1.3. These Terms and Conditions apply between us and you as a user of the Reseller Platform (

"Consumer", "user", "you" or "your"

). When connecting your EVM wallet to the Reseller Platform to use the Reseller Platform, you accept the Terms and Conditions regarding the use of the Reseller Platform1.4. These Terms and Conditions together with EMERALD's privacy policy (the

"Privacy Policy"

) form a legal agreement (the

"Agreement"

) between you and EMERALD, governing your use of the Reseller Platform.1.5. To access the EMERALD Reseller Platform you need an internet connection, a computer, a smartphone or a tablet with a web browser (as applicable).1.6. You may only use the Reseller Platform for your personal use and in accordance with the Agreement. The Agreement is for an indefinite term, meaning that it will continue in force until you or EMERALD terminate it, in accordance with the provisions of this Agreement.1.7. The language of the Agreement is English and all communications will be conducted in English unless otherwise stated in the Terms and Conditions. You can at all times download a copy of these Terms and Conditions from the Reseller Platform or receive a copy from customer support at support@artstrid.com.

2. DISCLAIMERS & RISKS ASSOCIATED WITH THE RESELLER PLATFORM

2.1. The access to and use of the Reseller Platform is at your own risk.2.2. NFTs exist only by virtue of the ownership record maintained in the associated blockchain (e.g., ethereum network). Any transfer or sales occur on the associated blockchain (e.g., Ethereum, Polygon or Solana). Therefore, EMERALD cannot affect or otherwise control the transfer of title or right in any NFTs or underlying or associated content or items.2.3. By using the Reseller Platform, you accept and acknowledge that :

the value of an NFTs is subjective;
NFTs shall not be considered as a safe investment;
EMERALD or the Reseller Platform cannot control events of liquidation of NFTs;
prices of NFTs are subject to volatility and fluctuations in the price of cryptocurrency can also materially and adversely affect NFT prices;
you fully understand this subjectivity and volatility and that you may lose money;
a lack of use or public interest in the creation and development of distributed ecosystems could negatively impact the development of those ecosystems and related applications, and could therefore also negatively impact the potential utility of NFTs.
the regulatory regime governing blockchain technologies, non-fungible tokens, cryptocurrency, and other crypto-based items is uncertain, and new regulations or policies may materially adversely affect the development of the service and the utility of NFTs.
you are solely responsible for determining what, if any, taxes apply to your transactions and to withhold, collect, report, and remit the correct amounts of taxes to the appropriate tax authorities. EMERALDis not responsible for determining, withholding, collecting, reporting, or remitting the taxes that apply to your NFTs.
there are risks associated with purchasing items associated with content created by third parties through peer-to-peer transactions, including but not limited to, the risk of purchasing counterfeit items, mislabeled items, items that are vulnerable to metadata decay, items on smart contracts with bugs, and items that may become untransferable. you represent and warrant that you have done sufficient research before making any decisions to obtain, transfer, or otherwise interact with any NFTs or accounts/collections.
EMERALD does not control the public blockchains that you are interacting with and we do not control certain smart contracts and protocols that may be integral to your ability to complete transactions on these public blockchains. Additionally, blockchain transactions are irreversible and EMERALD has no ability to reverse any transactions on the blockchain.
There are risks associated with using internet and blockchain based products, including, but not limited to, the risk associated with hardware, software, and internet connections, the risk of malicious software introduction, and the risk that third parties may obtain unauthorized access to your third-party wallet or account.
EMERALD reserves the right to hide collections, contracts, and NFTs affected by any of these issues or by other issues. NFTs you purchase may become inaccessible on EMERALD. Under no circumstances shall the inability to view items on EMERALD or an inability to use the service in conjunction with the purchase, sale, or transfer of items available on any blockchains serve as grounds for a claim against EMERALD.

3. USING YOUR WALLET ON THE RESELLER PLATFORM

3.1 Requirements for using the Reseller Platform

To use the Reseller Platform, you will need to connect a compatible EVM wallet to the Reseller Platform. Once you have successfully connected a compatible EVM wallet (your or the “Wallet”) to the Reseller Platform and passed the KYC verification, the Reseller Platform provides the following uses and benefits:

Buy NFT with accepted FIAT currencies;
Buy NFT with cryptocurrencies you own; and
Connect your NFT wallet to the Reseller Platform to manage your NFT(s).

To be eligible to use the Reseller Platform and to buy NFTs with your Wallet you need to:

be a private individual;
at least eighteen (18) years of age;
live within the European Economic Area;
hold a valid passport or have a valid electronic-ID;
have been approved by a KYC Partner of EMERALD;
hold a valid and functional EVM Wallet for holding and managing the supported tokens on the Reseller Platform; and
have accepted the Terms and Conditions.

In addition to the prerequisites set out in section 2.2 above, you must only use your Wallet for your personal use and for legal purposes on the Reseller Platform. You cannot be listed on or associated with any sanctions list, such as the sanctions list of the EU, the UN or OFAC.EMERALD reserves itself the right to discretionarily accept or deny any request from a user to his or her Wallet on the Reseller Platform in order to comply with laws against money laundering and terrorist financing applicable, based on the KYC assessment of the following KYC Partners ofEMERALD (hereinafter the

“KYC Partners”

For users choosing to onboard with a valid passport: ALICE BIOMETRICS, S.L.
with tax identification number B-27872217, with registered office in Carretera Do Vilar 56, 36214 (Vigo)
For users choosing to onboard with a valid electronic ID: SCRIVE AB
, a company incorporated and registered in Sweden with company number 556816-6804 with its registered office at Grev Turegatan 11A, 114 46 Stockholm, Sweden.

As provided in section 2.2, EMERALD requires the user to hold a valid and functional EVM compatible wallet for using the Reseller Platform. For more information about the supported wallets on the Reseller Platform, please visit section FAQ on the Reseller Platform.Each NFT’s ownership status is recorded on the blockchain to which the NFT was minted initially (the

“Associated Blockchain”

). The Reseller Platform only allows for facilitating transactions of NFTs either on the SOLANA, ETHEREUM or the POLYGON blockchain.Two types of EVM wallets are supported on the Reseller Platform:

Phantom Wallets:
they allow for holding and transacting NFTs on the Solana Blockchain. For the use of Phantom Wallets on the Reseller Platform, Metmask’s Wallets Terms of Service apply: https://phantom.app/terms.
Metamask Wallets:
they allow for holding and transacting NFTs on the Ethereum and Polygon Blockchains. For the use of Metamask Wallets on the Reseller Platform, Metmask’s Wallets Terms of Service apply: https://consensys.net/terms-of-use/.

3.2. Connecting your Wallet to the Reseller Platform

To connect and use your wallet on the Reseller Platform, click

"SIGN-IN"

to fill in your details and fulfill the following steps:

Connect your EVM Wallet;
Select an NFT; and
Proceed to checkout.

Authentication necessary to connect and use your Wallet on the Reseller Platform is provided by the EVM Wallet provider. EMERALD is not responsible for password enquiries or management support concerning the Wallet security and access.When connecting your Wallet to the Reseller Platform, you warrant toEMERALD that:

you will utilize your Wallet for your personal use and for legal purposes only on the Reseller Platform;
any information and documentation provided by you are authentic, up-to-date, true and correct;
you will comply with the provisions of the Agreement;
you will respect EMERALD's and EMERALD"s third parties" intellectual property rights relating to the products and services offered to you under the Agreement.

3.3. Purchasing NFTs on the Reseller Platform

EMERALD provides the users with a Reseller Platform offering to users the possibility to buy NFTs listed on third-party NFT points of sale. However, when users decide to enter into a transaction for purchasing an NFT on the Reseller Platform, users enter into a purchase agreement regarding the NFT selected with EMERALD.The essential characteristics of each NFT for sale on the Reseller Platform are disclosed in the description page of each NFT on the Reseller Platform. All information available in the NFT description page on the Reseller Platform is provided by respective chains Block Explorer. Each NFT for sale on the Reseller Platform is characterized by a Contract Address and a Token ID, which collectively allow to uniquely identify each NFT. When the user purchases an NFT on the Reseller Platform, EMERALDshall ensure delivery of the NFT ordered by the user with the corresponding Contract Address and the Token ID as disclosed initially in the description page of the NFT ordered by the user to the Wallet connected by the user on the Reseller Platform.Unless otherwise provided in the description page of an NFT for sale on the Reseller Platform, the purchase of an NFT on the Reseller Platform does not include any assignment of Intellectual Property rights relating to the NFT or to the content of the NFT purchased.Delivery of NFTs purchased on the Reseller Platform is ensured via a blockchain transaction of the NFT between the third-party seller of the NFT to the wallet address of the EVM wallet connected by the user to the Reseller Platform. Delivery times of NFTs purchased on the Reseller Platform are subject to blockchain processing times and thus, may vary from time-to-time.Users are responsible for paying the price of any NFTs purchased on the Reseller Platform at the price disclosed at the checkout page.

3.4. Refunds and Chargebacks

As disclaimed in section 2.3 above, EMERALD does not control the blockchains that you are interacting with, plus, blockchain transactions are irreversible and EMERALD has no ability to reverse any transactions on the blockchain.A

“Refund”

shall mean the restitution of any amount paid by the User to the User and the cancellation of any NFT transaction in part or in full which was initiated in consideration for the amount restituted to the User. However, the user shall only be eligible to Refunds on the Reseller Platform in the following cases:

The user has initiated a purchase on the Reseller Platform of an NFT which was simultaneously purchased by another user on the Reseller Platform or another Platform; or
The user has initiated a purchase of NFT on the Reseller Platform while the associated Blockchain of the NFT purchased is simultaneously turned off which disables the capacity to finalize the NFT transaction; or
The Blockchain processing fees associated with the transaction of a selected NFT by the user have increased by more than 150% between the selection of the NFT by the user on the Reseller Platform and the payment of the Fees for the NFT by the user.

For any questions or requests regarding Refunds of purchases of NFTs made on the Reseller Platform, the user shall contact the Customer Support as provided for in section 4.1 below. Upon confirmation by EMERALD or the Customer Support that a Refund has been granted, the user shall be refunded within 10 days.A

“Chargeback”

shall mean the return of funds to a customer's associated Credit Card or Debit Card account after the user disputes a card payment on their card statement. Chargebacks may only be triggered in cases of disputes of a transaction successfully carried out where the user purchased NFTs on the Reseller platform with a Credit Card or a Debit Card as described in section 6.4(a) below. The initiation of Chargebacks is subject to the provisions of the Terms of Service of the user’s Bank, Credit card or Debit Card provider, EMERALD shall be liable to cooperate with the user’s Bank, Credit card or Debit Card provider in order to ensure the effective processing of the approved Chargeback requests.

4. CUSTOMER SUPPORT AND COMPLAINTS

4.1. EMERALD will provide customer support services relating to the use of the Reseller Platform ("Customer Support") and you are welcome to contact Customer Support if you have any questions about the Reseller Platform. Customer Support is accessible via email on support@artstrid.com. The Customer Support is open between 10:00 and 16:00 CET during Irish banking days. Customer Support is only available in the English language.4.2. The User acknowledges that all transactions made through the Reseller Platform, including but not limited to transfers, offers, bids, listings, sales, or purchases of NFTs, are initiated through Smart Contracts at the sole discretion and at the complete risk of the Users. The User acknowledges the risk of smart contracts and agrees to be bound by the outcome of any Smart Contract action by invoking, calling, requesting, or otherwise engaging with the Smart Contract, whether or not the Smart Contract behaves as the User expects. Thus, EMERALD is not responsible for any faults, deficiencies or prejudice involved with Smart Contracts and Blockchains used for transactions processed through the Reseller Platform with your Wallet.4.3. EMERALD, as a reseller of NFTs, is liable for assisting Users regarding their use of the Reseller Platform, especially by assisting Users with issues related to the delivery of purchases made of the Reseller Platform, the connection of Wallets to the Reseller Platform, the KYC of Users for accessing and using their Wallet on the Reseller Platform.

5. YOUR PERSONAL DATA

5.1.EMERALD collects and processes personal data about you for the purpose of providing the Reseller Platform and ensuring connection and use of your Wallet on the Reseller Platform. EMERALD is the data controller for the personal data processed under the Agreement for the purpose of ensuring connection and use of your Wallet on the Reseller Platform.5.2. Further, EMERALD will, acting in the capacity as an independent data controller, operate the blockchain database that logs your transaction data, including transaction amounts, dates, issuer and receiver.5.3. Additionally, EMERALD is the data controller for the Customer Support and is responsible for your personal data processed for the purpose of the Customer Support.5.4. It is EMERALD's duty to keep the personal data that EMERALDprocesses about you safe and secure. EMERALD will not disclose information communicated you to EMERALD for the purpose of ensuring connection and use of your Wallet on the Reseller Platform to third parties outside the circle of trusted suppliers EMERALD works with to provide the Reseller Platform, other than as required by the laws of Ireland or applicable EU legislation.5.5. It is important that you understand how EMERALD processes your personal data. EMERALD values our customers' privacy and processes and protects the personal data of our customers in accordance with the requirements of the General Data Protection Regulation (GDPR). Please seeEMERALD's Privacy Policy which sets out the full details on the personal data that EMERALD collects, how it is used and kept safe and for how long it is stored.

6. FEES AND CHARGES

6.1. The connection of your Wallet to the Reseller Platform can be set-up free of charge, however EMERALD takes no responsibility and shall not be liable for the fees charged by the Wallet provider chosen and used by the User,6.2. For the use of your Wallet on the Reseller Platform (i.e. for purchasing NFTs), you will be charged the

Blockchain price of the NFT, Reseller Platform fees

, and

Blockchain processing fees

(together the

“Fees”

) in accordance with the pricing information available at the checkout page when you purchase an NFT.6.3. Fees for purchasing NFTs may change from time to time, however, you will only be liable for paying the Fees disclosed on the checkout page when purchasing an NFT.6.4. Fees for purchasing NFTs are payable by the user, within the following conditions:

Either in EUROS (fiat currency) with accepted Credit Cards and Debit Cards disclosed on the checkout page for all NFTs on the Reseller Platform; or
in MATIC (cryptocurrency) with a Metamask EVM Wallet for NFTs minted on the POLYGON Blockchain; or
in ETH (cryptocurrency) with a Metamask EVM Wallet for NFTs minted on the ETHEREUM Blockchain; or
in SOL (cryptocurrency) with a Phantom EVM Wallet for NFTs minted on the SOLANA Blockchain.

7. RESELLER PLATFORM WALLET SECURITY

7.1.

Unauthorized Use.

If you become aware of or suspect that someone has unauthorisedly used your Wallet connected to the Reseller Platform, you must contact the Customer Support as soon as you are able, however, considering the irreversible nature of Blockchain transactions, you will remain liable for any such unauthorized actions or measures in your Wallet. If you are notified about any suspicious actions or measures in your Wallet connected to the Reseller Platform, you need to inform the Customer Support as soon as possible from such notification that an action or measure was unauthorized.7.2.

Your responsibility.

You are responsible to keep your Wallet connected to the Reseller Platform safe. Whilst measures are undertaken to protect your Wallet on the Reseller Platform please note that you are responsible for ensuring that:

your Wallet and your Wallet credentials used with EMERALD for authentication purposes are kept safe and secure and that you do not keep Wallet credentials or security details together with a device used to access the Reseller Platform;
you immediately contact the Customer Support if you suspect or experience that your Wallet (or any information thereof) is accessed or otherwise used by an unauthorized third party or if you suspect that any Wallet credentials are at a risk of or are being used or otherwise possessed by an unauthorized third party;
you ensure that all information (including but not limited to your contact details and wallet address) relating to your Wallet connected to the Reseller Platform is up-to-date and that you inform the Customer Support without undue delay of any change; and
you always follow the rules and recommendations regarding security of your Wallet connected to the Reseller Platform.

8. CHANGING THE AGREEMENT, DISCONNECTING YOUR WALLET

8.1. EMERALD may unilaterally change the Agreement (such as these Terms and Conditions or the Privacy Policy) from time-to-time, for example to introduce new products or to comply with applicable law. In case of any changes that could affect your current use of your Wallet on the Reseller Platform, you will be notified at least two (2) months in advance of such change. If you do not accept the changes you should notify the Customer Support before the changes take effect. Please note that EMERALD may terminate the Agreement with you and disable the use of your Wallet on the Reseller Platform in such case.8.2. You can terminate the Agreement free of charge and disable all connections of your Wallet to the Reseller Platform at any time without notice period. Please contact the Customer Support if you wish to disable connections from the Reseller Platform to your Wallet.8.3. EMERALD can terminate the Agreement with you and disable connections from the Reseller Platform to your Wallet with two (2) months’ prior notice for any reason.8.4. In addition, EMERALD may (i) suspend the use of your Wallet on the Reseller Platform (or any part thereof), or (ii) terminate the Agreement and any connection allowing use or access of your Wallet on the Reseller Platform (or any part thereof) with immediate effect if you, in EMERALD’s opinion, materially breach the Agreement, any applicable laws or ifEMERALD is required to do so under any law, regulation, court order or request of an authority.8.5. Disconnecting your Wallet from the Reseller Platform. You will be notified prior to the disconnection of your Wallet from the Reseller Platform.

9. LIMITATION OF LIABILITY

9.1.

EMERALD’s general liability.

The Reseller Platform is provided “as is” and EMERALD cannot guarantee that the Reseller Platform will be free from faults or interruptions.9.2.

Wallet liability.

EMERALD shall not be liable for any damages, losses or costs in connection with or due to the wallet provider chosen by the user. By using a Wallet on the Reseller Platform, the user acknowledges that the use of the Wallet facilitated through the Reseller Platform falls under the scope of the Terms and Conditions of the wallet provider chosen by the user. EMERALD has no power, control or authority over the content of your wallet, thus, you are solely responsible for keeping your wallet and its credentials safe and confidential.9.3.

Onboarding liability.

EMERALD shall not be liable for any damages, losses or costs in connection with or due to EMERALD’s KYC process when using a Wallet on the Reseller Platform. By making use of a Wallet or placing orders with a Wallet on the Reseller Platform, the user acknowledges that EMERALD is carrying out a strict due diligence process on its Users’ onboarding and transactions for preventing money laundering and terrorism financing in accordance with the assessment ofEMERALD’s KYC Partners which can result in EMERALD to discretionarily decline any transaction order or action involving a Wallet on the Reseller Platform.9.4. Exclusions of liability. In addition to the above and to the extent such limitation is permitted by law, EMERALD will not be responsible:

for any indirect, punitive or consequential damages or losses including but not limited to loss of profit, loss of data, loss of business, loss of goodwill and loss of reputation emerging from the use of the Reseller Platform by the User;
for any damages, losses or costs in connection with or due toEMERALD’s compliance with applicable laws, regulations, orders and decisions of courts or authorities or other regulatory requirements of payment systems, card payment systems or any other payment, clearing or settlement system;
for any damages, losses or costs in connection with or due to any delays, interruptions, faults or inaccuracies relating to the Reseller Platform;
for any damages, losses or costs caused by a virus, malware, phishing or other technological attacks or harmful material that may infect your IT equipment and infrastructure being used for the Reseller Platform;
for any damages, losses or costs that arise in connection with or due to unauthorized transactions, other than as set out in these Terms and Conditions;
for any damages, losses or costs arising in connection with or due to the KYC Partner’s decision (i) to decline a transaction order or an action involving a Wallet on the Reseller Platform, (ii) to disable the connection between your Wallet and the Reseller Platform;
for any loss use of NFTs, content, and/or content linked to or associated with NFTs, including but not limited to any losses, damages, or claims arising from: (i) user error, incorrectly constructed transactions, or mistyped addresses; (ii) server failure or data loss; (iii) unauthorized access or use; (iv) any unauthorized third-party activities, including without limitation the use of viruses, phishing, brute forcing or other means of attack against the service or NFTs;
for any sustained losses or injury due to vulnerability or any kind of failure, abnormal behavior of software (e.g. wallet, smart contract), blockchains or any other features of the NFTs.
for any fraudulent act conducted by any third party contacting you posing to be representing for example EMERALD, a well-known company or an acquaintance of a natural person related to you asking you to disclose your customer details such as password, logins etc. EMERALDdoes not request that kind of information or undertakes any such action.

10. ADDITIONAL LEGAL TERMS

10.1.

Changes to Reseller Platform.

EMERALD may need to make changes, updates and upgrades to the Reseller Platform as it sees fit from time to time. In such a case you will be notified in advance.10.2.

Inactivity.

If you have been inactive with your Wallet on the Reseller Platform, meaning that no log-in or transaction with your Wallet has occurred for a period longer than twelve (12) months,EMERALD has the right to subject the customer to an extra due-diligence process in line with a new assessment from a KYC Partner from EMERALD.10.3.

Intellectual property rights.

Upon entering into the Agreement, EMERALD grants you a limited, non-exclusive, non-sublicensable, non-transferable, revocable right to use the Reseller Platform. All the intellectual property in the Reseller Platform are owned by EMERALD or EMERALD’s licensors (such as EMERALD brand, logo and designs, the content on the Reseller Platform, all software and source code, trademarks, know-how and data related to the Reseller Platform). You do not have any right to use EMERALD’s or EMERALD’s licensors’ names, trademarks, logos or other intellectual property. You must not copy, reproduce, modify, reverse engineer or disassemble any of EMERALD’s products, services or any intellectual property rights.10.4.

Force Majeure.

EMERALD shall not be liable for any breach or delay in the performance of EMERALD’s obligations under the Agreement if such breach or delay is caused, directly or indirectly, by fire, flood, earthquake, elements of nature, wars (incl. cyberwar), civil or military disturbances, acts of terrorism, sabotage, strikes, riots, epidemic, pandemic or any cause beyond the reasonable control of EMERALD(“force majeure event”). Should a force majeure event occur you will be notified thereof and EMERALD will be excused from performance of the obligations being affected for as long as such force majeure event prevails.10.5.

Severability.

If any of the provisions of the Agreement is deemed invalid, unlawful or unenforceable, the remaining provisions of the Agreement shall continue to be valid and binding on you and EMERALD.10.6.

Assignment.

You may not assign your rights or obligations under the Agreement to a third party and you are the sole party to the Agreement with EMERALD. EMERALD may assign its rights or obligations under the Agreement to an EMERALD group company or to any third party without your prior consent.10.7.

No waiver.

EMERALD has the right to exercise any right or remedy it has under the Agreement at any time, even if such exercise is delayed, or EMERALD previously failed to exercise any right or remedy it is entitled to.10.8.

Irish law applies.

The Agreement shall be governed by the law of the Republic of Ireland without regard to conflict of law principles.10.9.

Dispute resolution.

If you are dissatisfied with the Reseller Platform, please contact Customer Support. If you wish to know more about your rights as a consumer in the Republic of Ireland or submit a formal complaint it can be done online in writing as advised by the Irish Consumer Authority on their website: https://www.ccpc.ie/consumers/shopping/.10.10. You also have the right to use the European Union’s online dispute resolution Reseller Platform available at https://ec.europa.eu/consumers/odr/main/?event=main.trader.register.10.11. If legal actions are brought against you by EMERALD, the courts of Ireland shall have jurisdiction to settle any dispute. EMERALD does however have the right to bring legal action against you with a court in another country if you are resident in or hold assets in such a country.10.12.

Irish Consumer Rights Act.

In accordance with the Irish Consumer Rights Act you, as a consumer, have the right to withdraw from the Agreement entered into with EMERALD ART STUDIOS LTD. as it has been entered into on distance (withdrawal right). However, any NFT purchased on the Reseller Platform by a User constitutes Digital Content to which the User expressly consents that the delivery starts immediately and in a dematerialized manner to the User’s Wallet upon validation of the purchase and to which no withdrawal right applies. Thus, any purchases made through the Reseller Platform, including but not limited to transfers, bids, sales, or purchases of NFTs is exempted from such withdrawal right of the User in accordance with the Consumer Rights Act.