These terms and conditions shall govern the relationship between the user (“you” or “User”), whether personally or on behalf of an entity, and Vi Victa Vis AG, domiciled in Zug, Switzerland (“the Company”; “we") concerning your purchase and use of a non-fungible token (“NFT”) from the Greats Project (“the Project”).
The Project is technically set-up through a distributed application that runs on the Ethereum network, using specially developed smart contracts (each, a “Smart Contract”) to enable you to purchase the Project’s NFTs via the website https://www.greats.art (the “Site”). The Smart Contracts and the Site are collectively referred to in these terms as the “App”.
The Company is selling the NFTs and is making the App available to you. By interacting with the App and/or purchasing or holding an NFT, you agree to be bound by these Terms of Sale and Use and any terms and conditions incorporated herein by reference (collectively, "Terms"). If you do not agree to these Terms, you may not purchase an NFT, nor access or use the App.
On the basis of 7 paintings (“Original Works”) the famous artist and forger Wolfgang Beltracchi (“Artist”) had painted for the purpose of this Project, the Company launched a digital art collection on top of the Ethereum network consisting of a limited number of unique and algorithmically amended variations of the Original Works (“Variations or NFT Art”). Each Variation, respectively certain rights related to it, are represented by an NFT.
You can access the App via any web browser using the URL https://www.greats.art and an electronic Ethereum wallet compatible with the NFT-standard on the Ethereum network, such as the MetaMask wallet. You will not be able to engage in any transactions on the App other than through MetaMask, or other Ethereum-compatible browsers.
Transactions on the App are managed and confirmed via the Ethereum blockchain. We neither own nor control MetaMask, Google Chrome, the Ethereum network, or any other third-party site, product, or service that you might access, visit, or use for the purpose of enabling you to use the various features of the App. We do not cover the transaction fee of the Ethereum network (“Gas Fee”) and will not be liable for the acts or omissions of any third parties, nor will we be liable for any damage that you may suffer as a result of your transactions or any other interaction with any third parties.
The actual NFT Art is too large to store on the blockchain, so we took a hash of the composite image of all NFTs and embedded it into the Smart Contract. We use IPFS to store the actual NFT Art. We will support such storage until at least December 31, 2031. You are responsible for downloading your NFT Art on or before December 31, 2031, date after which we may not longer support the storage of the actual NFT Art.
You are solely responsible for your MetaMask wallet (and other Ethereum wallets) and the private key to access it.
NFTs are sold in an adaption of the traditional Dutch auction (“Auction)” as further specified on the Site, whereby the settlement price for all NFTs sold as part of the Auction (“Settlement Price”) will be determined by the price of the last NFT auctioned, or, in case not all NFTs are sold before a minimum price is reached, at a minimum price as set forth on the Site. As the Auction is a hidden sale process, Buyers will not know which NFT they purchase at the time they purchase the NFT. The NFT will be allocated to a Buyer in a random manner.
By transferring the applicable sale price as set forth on the Site (“Sale Price”) in ETH to the Smart Contract, the NFT sale transaction between you and the Company is concluded. The Smart Contract receiving the Sale Price will record the transaction and allocate the NFT to the Ethereum wallet address from which the Buyer has interacted with the Smart Contract. Within approx. 48 hours after the Settlement Price has been determined, the Smart Contract will settle the payment transaction based on the Settlement Price and the Sale Price with the Buyers. The Auction will principally continue until all NFTs have been sold. However, we reserve the right to terminate the Auction anytime for any reason whatsoever, or for no reason, without prior notice. The Smart Contr
NFTs can solely be purchased with ETH. If you decide to purchase an NFT, any financial transaction will be conducted solely through the Ethereum network. We have no control over these payments or transactions, nor do we have the ability to reverse any transactions. With that in mind, the Company will have no liability to you or to any third party for any claims or damages that may arise as a result of any transactions that you engage in via the App, or using the Smart Contracts, or any other transactions that you conduct via the Ethereum network. Ethereum requires the payment of a Gas Fee for every transaction that occurs on the Ethereum network. The Gas Fee funds the network of computers that run the decentralized Ethereum network. We do not cover your Gas Fee of the Ethereum network, i.e. you will need to pay a Gas Fee for each transaction that occurs via the App. The Gas Fee does not go to us and we have no control over its pricing.
If the purchasing wallet owns a Hashmask, it will receive a discount of 1 ETH on their NFT purchase. The discount is calculated once the Settlement Price is reached. Every wallet can only have one discount.
All paid prices exclude any possible duties or charges or Gas Fees. You will be solely responsible to pay any and all sales, use, value-added and other taxes, Gas Fees, duties, and assessments (except taxes on our net income) now or hereafter claimed or imposed by any governmental authority (collectively, “Taxes”) associated with your use of the App (including, without limitation, any Taxes that may become payable as the result of your ownership of an NFT). Except for income and net-wealth taxes levied on the Company, you
You confirm that you are not a resident in Switzerland or the United States nor are you registered for goods and services tax in Switzerland or the United States in order to allow us to determine our tax obligations.
You further confirm that you are neither resident of, citizen of, or located in a country or territory subject to UN-, US-, EU-, or Swiss embargoes or that has been designated as non-cooperative with international anti-money laundering principles or procedures by an intergovernmental group or organization, such as the Financial Action Task Force on money laundering (“FATF”) nor listed, or associated with any person or entity being listed, on any of the US Department of Commerce’s Denied Persons or Entity List, the US Department of Treasury’s Specially Designated Nationals or Blocked Persons Lists, the US Department of State’s Debarred Parties List, the EU Consolidated List of Persons, Groups and Entities Subject to EU Financial Sanctions, or the Swiss SECO’s Overall List of Sanctioned Individuals, Entities and Organizations.
For the purposes of this Section 5, the following capitalized terms will have the following meanings:
“Art” means any art, design, and drawings (in any form or media, including, without limitation, video or photographs) that may be associated with a NFT that you Own.
“Own” / “Ownership of NFT” means, with respect to an NFT, an NFT that you hold because you have purchased or otherwise rightfully obtained from a legitimate source, e.g. an official third-party marketplace like opensea.io, where proof of such purchase is recorded on the Ethereum network.
“Purchased NFT” means an NFT that you Own.
By purchasing an NFT in accordance with these Terms, you own the respective NFT. This means that you have full property rights and may swap your NFT, sell it, or give it away. Ownership of the NFT is mediated entirely by the Ethereum Network.
We Own the App. You acknowledge and agree that we remain owner of all legal rights, titles and interests in and to all elements of the App, and all intellectual property rights therein and/or connected thereto (including, without limitation, all Art, designs, systems, methods, information, computer code, software, services, “look and feel”, organization, compilation of the content, code, data, and all other elements of the App [collectively, the “App Materials”]). You acknowledge that the App Materials may be protected by copyright, trade dress, patent, and trademark laws, international conventions, other relevant intellectual property and proprietary rights, and applicable laws. All App Materials are the copyrighted property of us or our licensors, and all trademarks, service marks, and trade names associated with the App or otherwise contained in the App Materials are proprietary to us or our licensors.
No User License or Ownership of App Materials and Acknowledgements. Except as expressly set forth herein, your use of the App does not grant you ownership of or any other rights with respect to any content, code, data, or other App Materials that you may access on or through the App. We reserve all rights in and to the App Materials that are not expressly granted to you in these Terms.
You understand and agree:
User License to Art. Subject to the Ownership of the NFT and compliance with these Terms, we grant you a worldwide, non-exclusive, transferable (only together with a transfer of the respective NFT, otherwise non-transferable), royalty-free license to use, copy, and display the Art represented by your Purchased NFT or the NFT that you Own, solely for the following purposes:
If at any time you sell, swap, donate, give away, transfer, or otherwise dispose of your Purchased NFT for any reason, the license granted in this section will immediately terminate with respect to that NFT without the requirement of notice, and you will have no further rights in or to the Art for that NFT. In such case, the rights set forth in this Section 5.3 will be automatically with the new legitimate owner of the NFT.
You agree that you may not, nor permit any third party to do or attempt to do any of the foregoing without our (or, as applicable, our licensors’) express prior written consent in each case:
User Warranties. You warrant and agree that your use of the App will not (and will not allow any third party to) in any manner involve:
Effect of Your Breaches. The prohibited activities are not tolerated. We may immediately terminate your access to the App and block your further usage of the App if you breach your warranty regarding any of the above-mentioned prohibited activities. If you breach your warranty regarding the below-mentioned prohibited activities, we additionally reserve the right to, at our sole and absolute discretion, without notice or liability to you, and without limiting any of our other rights or remedies at law or in equity, deem any transaction that took place via or as the result of such activities to be void ex tunc/ab initio; and/or to immediately confiscate any NFTs that were purchased or acquired as the result of such prohibited activities that are enumerated in the following.
You warrant and agree that your use of the App will not (and will not allow any third-party to) in any manner involve:
You are responsible for your Ethereum wallet (such as MetaMask) and the private key to access it.
You expressly understand and agree that your access to and use of the App is at your sole risk, and that the App is provided "as is" and "as available" without warranties of any kind, whether express or implied. To the fullest extent permissible pursuant to applicable law, we, our subsidiaries, affiliates, and licensors make no express warranties and hereby disclaim all implied warranties regarding the App and any part of it, including the implied warranties of merchantability, fitness for a particular purpose, non-infringement, correctness, accuracy, or reliability. Without limiting the generality of the foregoing, we, our parent, subsidiaries, affiliates, and licensors do not represent or warrant to you that:
Please be aware that some jurisdictions do not allow the exclusion of implied warranties in contracts with consumers, so some or all of the above exclusions may not apply to you.The technology used for the sale of the NFT, in particular the App and the underlying smart contract system and the connected user interface, as well as technical concepts and theories have been tested in accordance WITH state of the art security testing procedures. However, you are aware, understand and accept that software may always contain bugs and/or not operate error-free and that there is no warranty that the process for purchasing NFT and interacting with the APP will be uninterrupted or error-free and that there remains an inherent risk that the App, the software and related technologies could BE EXPOSED TO ATTACKS BY HACKERS OR OTHER INDIVIDUALS and COULD contain weaknesses, vulnerabilities or bugs causing, inter alia, the complete loss of the ETH transferred to the smart contracts and/or the NFT.
You understand and accepts that, the Ethereum blockchain used for the NFT sale could be susceptible to consensus-related attacks, including but not limited to double-spend attacks, majority validation power attacks, censorship attacks, and byzantine behaviour in the consensus algorithm. Any successful attack presents a risk to the expected proper execution and sequencing of transactions related to the APP and the expected proper execution and sequencing of smart contract computations, which may lead to the loss of the ETH transferred to the App and/or the NFT.
You therefore accept the inherent security risks of providing information and dealing online over the internet and/or interacting with smart contracts and blockchain technology. Accordingly, you acknowledge that we have no liability or responsibility for any breach of security unless it is due to our gross negligence. We will not be responsible or liable to you for any losses you incur as the result of your use of the Ethereum network, or your electronic wallet, including but not limited to any losses, damages or claims arising from:
NFTs are intangible digital assets that exist only by virtue of the ownership record maintained in the Ethereum network. All Smart Contracts are conducted and occur on the decentralized ledger within the Ethereum network. We make no guarantees or promises with respect to Smart Contracts and you acknowledge that the connection between your NFT and the associated NFT Art Piece may be subject to change as specified in the Smart Contract, which may lead to your NFT representing a new or amended NFT Art Piece.
We are not responsible for losses due to blockchains or any other features of the Ethereum network, or any electronic wallet, including but not limited to late report by developers or representatives (or no report at all) of any issues with the blockchain supporting the Ethereum network, including forks, technical node issues, or any other issues having fund losses as a result.
PLEASE READ THIS SECTION CAREFULLY. THESE PROVISIONS LIMIT THE SCOPE OF THE COMPANY’S LIABILITY IN CONNECTION WITH THE SALE OF THE NFT.
The Company’s liability under this Agreement is limited to the extent permissible under Swiss law, i.e. limited under any title to damages caused by willful intent or gross negligence.
YOU UNDERSTAND AND AGREE THAT WE, OUR PARENT, SUBSIDIARIES, AFFILIATES AND LICENSORS WILL NOT BE LIABLE TO YOU OR TO ANY THIRD-PARTY FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES WHICH YOU MAY INCUR, HOWSOEVER CAUSED AND UNDER ANY THEORY OF LIABILITY, INCLUDING, WITHOUT LIMITATION, ANY LOSS OF PROFITS (WHETHER INCURRED DIRECTLY OR INDIRECTLY), LOSS OF GOODWILL OR BUSINESS REPUTATION, LOSS OF DATA, COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, DIMINUTION OF VALUE OR ANY OTHER INTANGIBLE LOSS, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
YOU ACKNOWLEDGE AND AGREE THAT WE HAVE MADE THE APP AVAILABLE TO YOU AND ENTERED INTO THESE TERMS IN RELIANCE UPON THE REPRESENTATIONS AND WARRANTIES, DISCLAIMERS AND LIMITATIONS OF LIABILITY SET FORTH HEREIN, WHICH REFLECT A REASONABLE AND FAIR ALLOCATION OF RISK BETWEEN US AND YOU AND FORM AN ESSENTIAL BASIS OF THE BARGAIN BETWEEN US AND YOU. WE WOULD NOT BE ABLE TO PROVIDE THE APP TO YOU WITHOUT THESE LIMITATIONS.
Value and Volatility. The prices of collectible blockchain assets are extremely volatile and subjective and collectible blockchain assets such as your Purchased NFT have no inherent or intrinsic value. Fluctuations in the price of other digital assets could materially and adversely affect the value of your NFTs, which may also be subject to significant price volatility. We cannot guarantee that any NFTs purchased will retain their original value, as the value of collectibles is inherently subjective and factors occurring outside of the Project ecosystem may materially impact the value and desirability of any particular NFT.
Tax Calculations. You are solely responsible for determining what, if any, taxes apply to your NFT-related transactions. We are not responsible for determining the taxes that apply to your transactions on the App.
Use of Blockchain. The App does not store, send, or receive NFTs. This is because NFTs exist only by virtue of the ownership record maintained on the App’s supporting blockchain in the Ethereum network. Any transfer of NFTs occurs within the supporting blockchain in the Ethereum network, and not on the App.
Storage of the NFT: You accept the risks associated with storage of the NFT by IPFS and accept that we are not responsible and cannot be held liable for any downtime or any other issues including total loss of your NFT due to faulty functioning of IPFS as well as of other data storage and/or data access and hosting systems provided by third parties for whichever reason, including hacking or any other kind of third party attacks.
Inherent Risks with Cryptocurrency as Internet Currency. There are risks associated with using an Internet-based currency, including, but not limited to, the risk of hardware, software and Internet connections, the risk of malicious software introduction, and the risk that third-parties may obtain unauthorized access to information stored within your electronic wallet. You accept and acknowledge that we will not be responsible for any communication failures, disruptions, errors, distortions or delays you may experience when using the Ethereum network, however caused.
Regulatory Uncertainty. The regulatory regime governing blockchain technologies, cryptocurrencies and tokens is uncertain, and new regulations or policies may materially adversely affect the development of the Project’s ecosystem, and therefore the potential utility or value of your NFTs.
Software Risks. Upgrades to the Ethereum network, a hard fork in the Ethereum network, or a change in how transactions are confirmed on the Ethereum network may have unintended, adverse effects on all blockchains using the Ethereum network’s NFT standard, including the Project’s ecosystem.
You agree to hold harmless and indemnify us and our parent, subsidiaries, affiliates, officers, agents, employees, advertisers, licensors, suppliers or partners from and against any claim, liability, loss, damage (actual and consequential) of any kind or nature, suit, judgment, litigation cost and attorneys' fees arising out of or in any way related to:
We reserve the right, at our own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you (and without limiting your indemnification obligations with respect to such matter), and in such case, you agree to cooperate with our defense of such claim.
The App may include hyperlinks to other websites or resources (collectively, the “External Sites”), which are provided solely as a convenience to our users. We have no control over any External Sites. You acknowledge and agree that we are not responsible for the availability of any External Sites, and that we do not endorse any advertising, products or other materials on or made available from or through any External Sites. Furthermore, you acknowledge and agree that we are not liable for any loss or damage which may be incurred as a result of the availability or unavailability of the External Sites, or as a result of any reliance placed by you upon the completeness, accuracy or existence of any advertising, products or other materials on, or made available from, any External Sites.
Force Majeure Events. We will not be liable or responsible to the you, nor be deemed to have defaulted under or breached these Terms, for any failure or delay in fulfilling or performing any of these Terms, when and to the extent such failure or delay is caused by or results from the following force majeure events (“Force Majeure Event[s]”): (a) acts of God; (b) flood, fire, earthquake, epidemics, pandemics, including the 2019 novel coronavirus pandemic (COVID-19), tsunami, explosion; (c) war, invasion, hostilities (whether war is declared or not), terrorist threats or acts, riot or other civil unrest; (d) government order, law, or action; (e) embargoes or blockades in effect on or after the date of this agreement; (f) strikes, labour stoppages or slowdowns or other industrial disturbances; (g) shortage of adequate or suitable Internet connectivity, telecommunication breakdown or shortage of adequate power or electricity; and (h) other similar events beyond our control.
Performance During Force Majeure Events. If we suffer a Force Majeure Event, we will use reasonable efforts to promptly notify you of the Force Majeure Event, stating the period of time the occurrence is expected to continue. We will use diligent efforts to end the failure or delay and ensure the effects of such Force Majeure Event are minimized. We will resume the performance of our obligations as soon as reasonably practicable after the removal of the cause. In the event that our failure or delay remains uncured for a period of forty-five (45) consecutive days following written notice given by us under this Section 12, we may thereafter terminate these Terms upon fifteen (15) days' written notice.
We are constantly innovating the App to help provide the best possible experience. You acknowledge and agree that the form and nature of the App, and any part of it, may change from time to time without prior notice to you, and that we may add new features and change any part of the App at any time without notice.
You affirm that you are over the age of 18. The App is not intended for individuals under 18. If you are under the age of 18, you may not use the App. We do not knowingly collect information from or direct any of our content specifically to children under the age of 18. If we learn or have reason to suspect that you are a user who is under the age of 18, we will unfortunately have to ban your access to the App. Other countries may have different minimum age limits, and if you are below the minimum age for providing consent for data collection in your country, you may not use the App.
All claims and disputes within the scope of these Terms must be litigated on an individual basis and not on a class or collective basis, only individual relief is available, and claims of more than one customer or Buyer cannot be consolidated with those of any other customer or Buyer.
Our Privacy Policy describes the ways we collect, use, store and disclose your personal information, and is hereby incorporated by this reference into these Terms. You agree to the collection, use, storage, and disclosure of your data in accordance with our Privacy Policy.
These Terms and all claims relating to or arising out of this agreement, or the breach thereof, whether in contract, tort or otherwise, shall be governed by Swiss Law, excluding Swiss choice-of-law principles as well as the United Nations Convention on Contracts for the International Sale of Goods (CISG).
Any dispute, controversy or claim arising out of, or in relation to, this agreement, including the validity, invalidity, breach, or termination thereof, shall be resolved exclusively by the cantonal court of the canton of Zug, Switzerland.
Entire Agreement. These Terms and our Privacy Policy constitute the entire legal agreement between you and us and will be deemed to be the final and integrated agreement between you and us and govern your access to and use of the App, and completely replace any prior or contemporaneous agreements between you and us related to your access to or use of the App, whether oral or written.
No Third-Party Beneficiaries. These Terms do not and are not intended to confer any rights or remedies upon any person or entity other than you
Interpretation. The language in these Terms will be interpreted as to its fair meaning, and not strictly for or against any party.
Severability. Should any part of these Terms be held invalid, illegal, void or unenforceable, that portion will deemed severed from these Terms and will not affect the validity or enforceability of the remaining provisions of these Terms.
No Waivers. Our failure or delay to exercise or enforce any right or provision of these Terms will not constitute or be deemed a waiver of future exercise or enforcement of such right or provision. The waiver of any right or provision of these Terms will be effective only if in writing and signed for and on behalf of us by a duly authorized representative.
Notices. We may provide you with any notices (including, without limitation those regarding changes to these Terms) by postings on the Site.
Assignment. You may not assign any of your rights or obligations under these Terms, whether by operation of law or otherwise, without our prior written consent. We may assign our rights and obligations under these Terms in our sole discretion to an affiliate, or in connection with an acquisition, sale or merger.