superhow.ART TERMS OF USE

Last updated: 4th of October, 2021

PLEASE READ THESE SUPERHOW.ART TERMS OF USE CAREFULLY AS THEY CONTAIN IMPORTANT INFORMATION REGARDING YOUR USE OF SUPERHOW.ART PLATFORM, PARTICIPATION IN AUCTION, ACQUISITION OF NFT AND ARTWORK, LEGAL RIGHTS, REMEDIES, AND OBLIGATIONS. THESE TERMS INCLUDE VARIOUS LIMITATIONS AND EXCLUSIONS AND A BINDING ARBITRATION AGREEMENT.

THESE SUPERHOW.ART TERMS OF USE (THE TERMS) SET FORTH THE LEGALLY BINDING TERMS AND CONDITIONS (CONTRACT) THAT GOVERN YOUR USE OF THE PLATFORM. BY ACCESSING OR USING THE PLATFORM, SERVICES, OR SMART CONTRACTS YOU ARE ACCEPTING THESE TERMS (ON BEHALF OF YOURSELF OR THE ENTITY THAT YOU REPRESENT), AND YOU REPRESENT AND WARRANT THAT YOU HAVE THE RIGHT, AUTHORITY, AND CAPACITY TO ENTER INTO THESE TERMS (ON BEHALF OF YOURSELF OR THE ENTITY THAT YOU REPRESENT).

You (You, User, Collector or I) must read, agree to and accept all of the terms and conditions contained in these Terms to become a User of the Platform and use the Platform, which is available through website https://www.superhow.art/ and any affiliated mobile websites and mobile applications, owned and/or operated by Us. If You do not agree to these Terms You shall stop using the Platform immediately.

In consideration of the foregoing, You unconditionally accept and agree to these Terms in accordance with the terms and conditions provided below:

  1. DEFINITIONS
    • Capitalized terms, which are not described separately, but are used in these Terms are provided below in the Appendix 1 (“Definitions”) of the Terms.
  2. ACCEPTANCE AND APPLICATION OF THE TERMS
    • These Terms regulate terms and conditions of the usage and operation of the Platform, legal relationship between You, the Seller and Us (Superhow), legal rights, legal obligations, remedies, limitation of liability and other matters stipulated in these Terms.
    • The User unconditionally accepts and agrees to be bound by these Terms to use the Platform. Please carefully review these Terms. By accessing and using the Platform, You are deemed to have read, accepted, executed and agreed to be bound by these Terms.
    • By accepting these Terms, the User agrees to comply with additional terms and conditions, e.g. privacy policy, cookie policy and other policies and documents, which may be obligatory for the use of the Platform and which are available website https://www.superhow.art/ (the Additional Policies).
    • Superhow is entitled without any restrictions and approval of any User to unilaterally terminate, change, amend and supplement these Terms and any other Additional Policies. Any such changes will be effective upon the posting of the revised Terms and respectively Additional Policies on the Platform. The User is solely responsible for reviewing any such notice and the corresponding changes to the Terms and Additional Policies. Any and all modifications or changes to the Terms and Additional Policies will be effective immediately upon being announced on the Platform, however Superhow may choose to send additional notifications to the User’s regarding updated Terms and Additional Policies and may require to additionally agree to such updated Terms and Additional Policies. In any case, continued use of the Platform shall be considered as acceptance of the amended Terms and Additional Policies.
  3. DESCRIPTION OF THE PLATFORM
    • General Description
      • The Platform is an art marketplace, where the Seller(-s) and Collectors during the course of Auction can sell, purchase, list for auction, make offers, bid on NFT(s) and, in cases described in these Terms to acquire the Artwork, if the terms and conditions established in the Terms are fulfilled.
      • Superhow is the operator of the Platform and merely makes the Platform and its Services available to enable Users to transact directly with each other. If Users decide to enter into a User Contract regarding the NFT and/or Artwork, such User Contract is directly between the Users only and Superhow is not a party to such User Contract. Superhow is not Your intermediary, agent, or advisor and has no fiduciary relationship or obligation to You.
      • No communication or information provided to You by Superhow is intended as, or shall be considered or construed as any advice or recommendation. The Smart Contracts and the Platform facilitate Users collection of NFT, but Superhow and its affiliates, the Platform, and the Smart Contracts are not the custodians of any User-owned NFT. You affirm that You are aware and acknowledge that Superhow is not a party and is a non-custodial service provider.
  1. AUCTION
    • Auction Terms
      • During the Auction the Users make offers (bids) to acquire the NFT. The highest provided offer of a single Whale or by all the Shrimps together (as in more detail indicated below), shall win the Auction. In case if equal offer is made by the end of Auction, the Collector, who made the first offer in time, shall win the Auction (meaning that subsequent equal offer shall lose the Auction).
      • During the Auction the Whales will be competing against (i) each other and (ii) all the Shrimps, meaning, that Auction can be won either by a single Whale or all the Shrimps together, as the Shrimps’ offer is calculated as aggregate of all offers made by all the Shrimps. Therefore, for the Auction purposes, the highest offer shall win and shall automatically enter into Smart Contract as the winner (acquirer) of the NFT, and the highest offer shall be considered as (i) the single highest offer made by a single Whale or (ii) aggregate of all the offers made by all the Shrimps. Respectively, Collector before joining the Auction shall select whether such Collector wants to offer (bid) as a Whale or as a Shrimp, once offer is made, the respective Collector will not be entitled to revoke his/her/it’s offer, including e.g., if offered as a Shrimp, but intended to offer as a Whale and vice versa. For the avoidance of doubt, it is indicated, that the winner of the Auction (Collector, that won the Auction) shall be considered as entered into the share – sale purchase agreement in respect of the NFT and such winner cannot amend and/or terminate such agreement unilaterally.
      • In the Platform, the User will be entitled to choose whether to offer as Whale or as Shrimp. Collector (User), which selects to be a Whale, will be entitled to make the offer not lower than 1 ETH (minimum offer amount by a Whale), while Collector, which selects to be a Shrimp, will be entitled to make the offer not lower than 0.1 ETH (minimum offer amount by a Shrimp). If a User selects to be a Shrimp, such User can later make an offer higher than 0.1 ETH (including the offer, which can exceed 1 ETH), but making an offer higher than 1 ETH will not make such User to be a Whale, if such User selected to be a Shrimp. Respectively, each following offer can be increased by a Whale in the amount not lower than 1 ETH and by each Shrimp in the amount not lower than 0.1 ETH.
      • The Auction can start and continue by the Collectors making minimum offers indicated above, however for the Auction to be completed the minimum final price for the NFT offered during the Auction shall be 0.1 ETH, if bided by Shrimp and 1 ETH, bided by Whale (the Minimum Price). If the Minimum Price during the Auction is not bided by a single Whale or the Shrimps collectively, then the Auction shall be considered as not completed and shall be considered as cancelled, unless explicitly decided otherwise by Superhow upon agreement of the Seller. In case of cancelled Auction, ETH received will be returned to the respective Users.
      • Collectors can provide offer and purchase NFT (in case of the highest offer, which is subject to the Minimum Price) through the Platform by sending an ETH to a Smart Contract.
      • Collectors can make offers on listed NFT at the Platform during the course of the Auction. Offers on the Platform are legally binding, irrevocable offers to purchase the NFT. By making an offer, the Collector agrees to temporarily send and lose control over an amount of offered ETH to a Smart Contract. Any offer made by the Collector shall be considered as final and correct, no offers made can be revoked or amended. For the avoidance of doubt, during the course of offer making, respective amount offered by Collector will be sent to address indicated in the Smart Contract.
      • The initial start and end date and time of the Auction is indicated in the Platform, however, the Auction shall be extended by additional 15 minutes (after initial Auction end time) after each subsequent offer (subject to the minimum biding amounts indicated in the Terms) higher than previous offer is placed. Respectively, in order for the Auction to be extended, the Shrimps shall make a minimum offer exceeding the last bid made by Whale at least by 0.1 ETH, or if the last offer before expiry of 15 minutes extension was made by the Shrimps, then the Whale shall make a minimum offer exceeding the last offer made by the Shrimps at least by 1 ETH. Respectively, if after the last offer 15 minutes passes, no higher offer was made and the price for NFT offered is not lower than Minimum Price, then the Auction shall be completed.
      • The Smart Contract is configured to hold the offered ETH until either:
        • the Auction was successfully completed, then ETH will be returned to Collector(-s) who did not win the Auction, and ETH of the winning Collector(-s) will be sent to the Company (regardless of that, the Seller shall be considered as the Seller of the Artwork, including, that all claims in relation to the Artwork shall be made to the Seller and not the Company) and/or Seller and shall be considered as dully payment for the NFT(-s); or
        • in respect of a Whale, a higher offer by another Whale is made; or
        • the Auction is cancelled, then ETH amounts are returned to all the Collectors who made the transfers.
      • The offers in the Auction can be made only in ETH. In case of repayment of ETH made by respective Collector, respective amount of ETH shall be returned. Neither the Seller, nor Superhow is not responsible and will not cover any loss of the Collectors due to the market price changes of ETH or to the fees applied to the ETH transfers.
      • Each User shall be aware, that any ETH may be lost if sent to the wrong wallet or address (for example but without limitation, if the address is improperly formatted, contains errors). Therefore, Users when transferring any ETH shall take all responsibility for indicating correct wallet for transferring and receiving and if failed to do so, they shall bear all loses and liability.
    • Gas and other Fees
      • All User transactions on the Platform, which are facilitated by Smart Contracts existing on the ETH network, requires the payment of a transaction fee (a “Gas Fee”) for every transaction that occurs on the ETH network, and thus respectively on the Platform. The value of the Gas Fee changes, often unpredictably, and is entirely outside of the control of Superhow. The User acknowledges that under no circumstances will a contract, agreement, offer, sale, bid, or other transaction on the Platform be invalidated, revocable, retractable, or otherwise unenforceable on the basis that the Gas Fee for the given transaction was unknown, too high, or otherwise unacceptable to a User. Users also acknowledge and agree that gas is non-refundable under all circumstances.
      • Your wallet address controller or other third parties may impose fees in relation to Your Contribution transactions. Any fees imposed by such third party providers may not be reflected on the transaction screens provided in the Platform. You are solely responsible for paying any fees imposed by third party providers.
  1. ARTWORK, NFT AND RELATED RIGHTS, LIMITATION AND REPRESENTATIONS
    • Representations and Warranties in Respect of the Artwork
      • The Seller represents and warrants, that (i) the Artwork is an original and authentic artwork of the author indicated in the Authenticity Certificate of the Artwork, (ii) all the information provided in the Authenticity Certificate of the Artwork is true and correct, (iii) the Seller is the sole owner of the Artwork, (iv) the Artwork and the Seller’s rights to the Artwork have no Encumbrances, (v) the Seller has unrestricted authority to sell the Artwork, and (vi) the sale of Artwork is not a violation of any agreement, contract, or obligation owed to a third party.
      • Additionally, each User hereby unconditionally confirms the understanding, that Superhow is not the owner, possessor, manager, custodian or otherwise do not possesses or disposes the Artwork. Moreover, (i) Superhow does not provide any warranties and/or guaranties, including, but not limiting to the information provided in the Artwork Authenticity Certificate, originality, authenticity, status, availability, ownership, clearance of Encumbrances of the Artwork, Artwork market price and (ii) Superhow is not responsible for the possession, custody, insurance, delivery and/or any other obligations in respect of the Artwork, including, that Superhow does not guarantee any implementation and/or execution of the rights granted by the NFT(-s). Including, but not limiting to the rights granted by the NFT(-s), only the Seller (and not Superhow) is solely responsible for the transfer of Artwork and Artwork’s ownership or any other rights granted in respect of the Artwork (whether granted by NFT and/or Contract) itself to the Collectors, if Collector(-s) is (are) entitled to such transfer in accordance with these Terms.
      • Neither Superhow, nor the Seller represent, guarantee, or warrant the accuracy or fairness of the price of NFT and Artwork sold or offered for sale on or off of the Platform as the price of NFT and/or Artwork price, if sold after its acquisition, may also be lower after the Auction. The User agrees and acknowledges that Superhow and the Seller are not a fiduciaries and do not owe any duties to any User of the platform, including the duty to ensure fair pricing of NFT and/or Artwork.
    • Ownership of NFT and Artwork, Licenses and Limitations
      • The Artwork is represented by NFT (a cryptographic token), which is on sale during the Auction, is minted while using the Smart Contract. NFT is forever tracked and stored on the ETH blockchain, providing the Collector of NFT with a record of authenticity and ownership of the NFT. By owning an NFT, You own a cryptographic token, but you do not own the physical Artwork itself. Collectors may show off their ownership of collected NFT, but Collectors, by acquisition of the NFT, do not acquire any legal ownership, right, or title to the underlying Artwork (possibility to acquire the Artwork itself is indicated below in these Terms). Until the legal ownership of the Artwork is transferred to any other person, the legal owner of the underlying Artwork and the rights in relation to the Artwork, is the Seller.
      • Owning NFT is different than owning a piece of physical Artwork. However, the NFT affirmatively grants a limited, worldwide, non-assignable, non-sublicensable, royalty-free license to the NFT owner (as further described below in these Terms). When and if, the Collector acquires the ownership of the Artwork in accordance with these Terms, then Collector shall be entitled to freely use and dispose the Artwork under its/his/her sole discretion.
      • The Collector’s limited license to display the copy of Artwork, or perform the Artwork in the case of audiovisual works, includes, but is not limited to, the right to display or perform the copy of the Artwork privately or publicly: (i) for the purpose of promoting or sharing the Collector’s purchase, ownership, or interest in the NFT, for example, on social media platforms, blogs, digital galleries, or other internet-based media platforms; (ii) for the purpose of sharing, promoting, discussing, or commenting on the Artwork; (iii) on third party marketplaces, exchanges, platforms, or applications in association with an offer to sell, or trade, the NFT associated with the Artwork; and (iv) within decentralized virtual environments, virtual worlds, virtual galleries, virtual museums, or other navigable and perceivable virtual environments, including simultaneous display of multiple copies of the Artwork within one or more virtual environments.
      • The User agrees and acknowledges that the lawful ownership, possession, and title to NFT is a necessary and sufficient condition precedent to receiving the limited license rights to the underlying Artwork provided by these Terms. Any subsequent transfer, dispossession, burning, or another relinquishment of NFT will immediately terminate the former User’s, as owners of NFT, rights and interest in the rights and license attached and NFT.
      • The Collector agrees that, until the Collector acquires the ownership of the Artwork itself, it may not to do or attempt to do any of the foregoing: (i) modify, distort, mutilate, or perform any other modification to the Artwork which would be prejudicial to the Artist’s honour or reputation; (ii) use the Artwork to advertise, market, or sell any third party product or service; (iii) use the Artwork in connection with images, videos, or other forms of media that depict hatred, intolerance, violence, cruelty, or anything else that could reasonably be found to constitute hate speech or otherwise infringe upon the rights of others; (iv) attempt to trademark, copyright, or otherwise acquire additional intellectual property rights in or to the Artwork; (vii) attempt to mint, tokenize, or create an additional cryptographic token representing the same Artwork; or (viii) falsify, misrepresent, or conceal the authorship of the Artwork or the NFT.
    • Right to Acquire Ownership of the Artwork and Other Rights Related to the Artwork
      • If the Auction is won by Whale, then such Whale will acquire ownership of the NFT and rights granted by such NFT in respect of the Artwork. In addition to limited licence indicated in these Terms above, the NFT acquired by Whale, grants to such Whale the right to acquire the ownership right to the Artwork and receive it physically, entitling the Whale to become owner of the Artwork and dispose it in a manner selected by Whale. In order to transfer the ownership of the Artwork to the winning Whale, the Whale and the Seller, upon request either of the Seller or the Whale, shall enter into separate agreement regarding the transfer of ownership to the Artwork (the Transfer Agreement) from the Seller to the buyer (Whale). The Transfer Agreement shall be entered in the form agreed by the parties, however in any case the Transfer Agreement shall include clauses regarding: (i) transfer of ownership of the Artwork from the Seller to the buyer (Whale), (ii) confirmation, that price for the Artwork was paid during the Auction by transferring ETH amount in accordance with the Auction rules and the Smart Contract, (iii) the Artwork and rights to it has no Encumbrances, (iv) physical delivery address of the Artwork and that from the moment of transfer of the Artwork, the Seller shall have no further obligations in respect of the Artwork delivery to the Collector, (v) costs of delivery and insurance of the Artwork shall be covered by the Buyer, (vi) representation and warranty by the Whale, that NFT is owned by the Whale and NFT and rights attached to it has no Encumbrances, (vii) applicable law shall be Lithuanian and dispute resolution jurisdiction shall be in Lithuania. For the Transfer Agreement purposes, the Whale may be needed to provide additional information, such as the actual name, surname, date of birth, address of the Whale, if this is needed in order to duly enter into Transfer Agreement, and the Whale shall prove the ownership of the NFT, e.g. sending a message with the wallet key, that was used to place the highest offer (bid) for the NFT. Upon request, winning bidder would have to interact with Artwork Claiming Smart Contract, Seller and/or Superhow, to provide additional information to prove the ownership of the NFT.
      • If the Auction is won by the Shrimps, then the NFT shall be divided into the number of the NFTs following the formula: total ETH collected from the Shrimps divided by 0.1. Respectively, each Shrimp shall receive proportional number of NFTs from the total offer amount made by a particular Shrimp. E.g. if a Shrimp offered, 0.1 ETH in total, then such Shrimp shall receive 1 NFT token and if a Shrimp offered 0.5 ETH in total, then such Shrimp shall receive 5 NFTs. Shrimps shall be considered as owners of the received NFTs. In case Shrimps win, they own NFTs and rights granted by these Terms in respect of NFT (limited license), but the Shrimps are not granted with the right to acquire ownership right of the Artwork, except (i) one person collects all the NFTs distributed to the Shrimps (such person shall be granted with the right to acquire the ownership of the Artwork) or (ii) Shrimps, owning at least 75% of NFTs owned by all the Shrimps (the Shrimps Majority), may request the Seller to deliver the Artwork to address indicated by the Shrimps Majority or transfer the ownership of the Artwork to person indicated by the Shrimps Majority. In case of transfer of the Artwork ownership or delivery of the Artwork to a different address, all the same terms and conditions as indicated in Clause 5.3 regarding the acquisition of the Artwork shall be applicable to such person, including the need to enter into separate agreement (Transfer Agreement) and proof of ownership of the NFTs. In any case, delivery of the Artwork upon request of the person holding all NFTs or Shrimps Majority, the Seller shall have no further obligations to the NFTs holders (including Collectos) and any new owner or possessor of the Artwork and/or NFTs. Respectively, all the Shrimps, including the ones that are not included in the Shrimps Majority or voted differently than Shrimps Majority, waive all and any rights and claims in relation to the Artwork and NFT and waives all and any rights and claims to Seller and Superhow and their Affiliated Persons, including, but not limiting to claim any damages, whether in relation to Artwork and/or NFT or not.
      • The Seller shall not be entitled to transfer the Artwork to the ownership or created any Encumbrances, unless otherwise instructed by the entitled Collector(-s) holding NFT(-s). If the Seller is instructed to deliver the Artwork to other person or place, then Collectors shall cover all thereof related costs in advance and after the transfer / delivery of the Artwork, the Seller shall have no further obligations in respect of the Collectors and Collectors respectively shall not have any claims in respect of the Seller and Superhow and the Collectors unconditionally waive any such rights and claims. Collectors waives all and any rights and claims in respect of Artwork and waives all and any rights and claims to Seller and Superhow, including, but not limiting to claim any damages, repurchasing NFTs.
      • Whoever wins the Auction, until the ownership of the Artwork or the Artwork itself is delivered upon entitled Collector(-s) request to another place, the Artwork shall be kept and displayed in the Gallery ARTY CUBE, address Klaipėdos str. 3, LT01117, Vilnius, Lithuania, webpage: http://www.artycube.com (the Gallery). The Seller has obligation to display the Artwork in the Gallery for the maximum period 3 years after the end of Auction (if ownership or delivery of Artwork to different address is not claimed before the end of the indicated term). Within 6 months, after the end of 3 years’ period, the NFT holder, in case it was acquired by single Whale, or by single person collecting all NFTs thereafter or the Shrimps Majority Vote, if the Auction was won by the Shrimps, the respective Collector(-s) have to take over the Artwork. If the Collector(-s) do not take over the Artwork within the terms indicated in these Terms, then the Seller without any exceptions and limitations is entitled to either: (i) transfer the ownership of the Artwork to any public (i.e. not owned by a private person) gallery or museum free of charge or (ii) to organize auction of the Artwork and sell it to any person and in such case all the funds collected shall be transferred proportionally to the NFT holders (in accordance with the fair allocation rules established under discretion of the Seller). In sub point (ii) all NFT holders shall prove the ownership of NFT in order to receive respective part of the amounts received from the auction or follow the smart contract proposed for the distribution of funds to the NFT holders or other reasonable terms established by the Seller, which shall be obligatory in order to receive respect amounts from the sale of the Artwork. In case of transfer or sale of the Artwork indicated in this clause, the Collectors waives all and any rights and claims in respect of Artwork and NFT(-s) waives all and any rights and claims to Seller and Superhow, including, but not limiting to claim any damages, repurchasing NFT(-s) and other.
      • In any case and during any period, the Seller, Gallery and/or Superhow shall not be responsible for the insurance, maintaining the quality of the Artwork, accidental loss or damage, including theft of the Artwork, and any other obligations in respect of the Artwork. However, the Seller until Seller is the owner of the Artwork, should use minimum required efforts (however in any case not higher than in respect of other artworks held by the Seller or Gallery) to maintain quality and security of the Artwork or ensure such obligations are undertaken by the Gallery, if Artwork is transferred to the Gallery or Museum.
    • License Granted to Superhow in respect of the Artwork
      • The Seller and any further subsequent owner of the Artwork, hereby acknowledges, understands, and agrees that approval of these Terms constitutes an express and affirmative grant to Superhow, its affiliates and successors a non-exclusive, world-wide, assignable, sub-licensable, perpetual, and royalty-free license to make copies of, display, perform, reproduce, and distribute the Artwork on any media whether now known or later discovered for the broad purpose of operating, promoting, sharing, developing, marketing, and advertising the Platform, or any other purpose related to the Platform or business, including without limitation, the express right to: (i) display or perform the Artwork on the Platform, a third party platform, social media posts, blogs, editorials, advertising, market reports, virtual galleries, museums, virtual environments, editorials, or to the public; (ii) indexing the Artwork in electronic databases, indexes, catalogues, the Smart Contracts, or ledgers; and (iii) hosting, storing, distributing, and reproducing one or more copies of the Artwork within a distributed file keeping system, node cluster, or other database or causing, directing, or soliciting others to do so.
    • Secondary NFT Sale
      • Neither Superhow, nor Seller will not organize, facilitate or engage otherwise ensuring secondary market and/or transfer of the NFT, including listing of the NFT on any type of exchange or any other secondary market facility. However, the Users will be entitled to transfer the NFT from one person to another within the blockchain compatible with the NFT at their discretion.
    • MetaMask
      • In order to receive the NFT, it is necessary for You to install a browser extension called MetaMask, whereas otherwise You will not be able to engage in any transactions on the Platform regarding NFT, including that You will not be able to receive the NFT. It is your sole responsibility to have MetaMask installed and lack of install of the MetaMask cannot be considered as cause to cancel the Auction or return the ETH you made, in case You won the Auction. MetaMask is an electronic wallet, which allows you to purchase, store, and engage in transactions using ETH.
    • Error Correction Attempts
      • Superhow may, at its option and discretion, may attempt to correct, reverse or cancel any transfer regarding to which Superhow has discovered that there was an error, whether such error was by You or a third party, or there was illegal activity included due to which transfer was made. You hereby authorize Superhow to attempt any such correction, reversal or cancellation. Superhow provides no guarantee or warranty that any such attempt will be successful and will have no responsibility or liability for the error or any correction attempt.
  1. RELATIONSHIP BETWEEN THE USERS AND BETWEEN SUPERHOW AND THE USERS
    • Contract
      • If a Seller and Collector(-s) enter into a Contract, the Contract is a contractual relationship directly between the Seller and the Collector(-s), including for the avoidance any Contract entered during the course of Auction or thereafter, and Superhow is not a party to such Contract. You acknowledge, agree, and understand that Superhow is not a party to any Contract entered into between the Seller and Collector(-s). Superhow does not assume any responsibility and liability for any Contract entered into by the Users.
      • Respectively, each User acknowledges, agrees and understands that Superhow is not a party to the relationship or any dealings between Seller and Collector(-s). Without limitation, Users are solely responsible for: (i) determine, whether to participate in the Auction and concluded any agreements thereafter (including Contract and/or Transfer Agreement); (ii) agreeing and executing any terms or conditions of Contracts, if not otherwise prescribed in these Terms or the Smart Contract.
      • Superhow does not make any representations about or guarantee the truth, reliability or accuracy of any Seller’s or Seller’s Artwork listings, information or other information made available on the Platform; does not have any obligation to review or otherwise perform background checks on the Users (unless under it’s sole discretion decides otherwise), therefore each User is responsible to review and determine on such matters. Superhow makes no representations about and does not guarantee, and you agree not to hold Superhow responsible for, the qualifications, background, or identities of Users; the ability of Seller to deliver the Artwork. Superhow liability is subject to liability limitations below in these Terms.
    • Disputes Among Users
      • Any and all disputes between the Users (the Dispute(-s)) in respect of the Contract, Transfer Agreement, or any other agreement or use of the Platform shall be settled between the Users and Superhow is not participant in such Disputes. However, any User may contact Superhow, or in cases where Superhow itself considers that its involvement is needed, may initiate for non-binding and informal Dispute assistance between the Users. In such case, User should contact Superhow via support ticket (or other communication means available, if support ticket is not available) and request non-binding Dispute assistance for any dispute among them, and Superhow may attempt to assist Users by reviewing the Dispute and proposing a mutual, non-binding resolution. If the non-binding Dispute process does not resolve Users‘ Dispute, any User may pursue independent dispute resolution, however Superhow shall not be obligated to provide any Dispute assistance beyond what is provided herein regarding non-binding (informal) Dispute resolution.
      • Disputes among Superhow and the Users shall be settled in accordance with the Section 14 “Dispute Resolution” of these Terms.
  1. ELIGIBILITY AND ACCEPTABLE USE
    • Superhow offers Platform for User‘s business purposes only and not for personal, household or consumer use. To register for an User Account or use Platform, You must, and hereby represent that You: (a) are an employee or agent of and authorized to act for and bind an independent business (whether it be as a self-employed individual/sole proprietor or as a corporation, limited liability company, or other entity); (b) will use Platform for business purposes only; (c) will comply with any licensing, registration, or other requirements with respect to your business, or the business for which you are acting; and (d) are either a legal entity or an individual who is 18 years or older, or have otherwise reached the age of majority (including less than 18 years old) in the jurisdiction in which you conduct business in each case who can form legally binding contracts, (e) have not previously been suspended or removed from using Platform; (f) have full power and authority to enter into these Terms and in doing so will not violate any other agreement to which User is a party.
    • When accessing or using Platform, You agree and confirm, that You will not violate any applicable law, contract, intellectual property rights of third parties or other third-party right, commit a tort or breach of contract, and that You are solely responsible for Your conduct while using Platform. Without limiting the generality of the foregoing, You agree that You:
      • will act in good faith, in cooperative manner, professionally and in compliance with applicable laws and these Terms, including, that these requirements shall apply while You conduct Your business or otherwise use Platform;
      • will not use Platform in any manner that could interfere with, disrupt, negatively affect or inhibit other Users from fully using our Platform, or that could damage, disable, overburden or impair the functioning of Platform in any manner;
      • will not use Platform for, support or otherwise engage in any illegal activities, including fraud, money-laundering or terrorist financing activities;
      • will not use or attempt to use another User's Account without authorization;
      • will not develop any third-party applications that interact with Platform without our prior written consent.
      • will not provide false, inaccurate, or misleading information;
      • will not encourage or induce any third party to engage in any of the activities prohibited under this Section.
  1. USER ACCOUNT
    • User Account and Information
      • In order to use Platform, You must create and maintain a User Account (the User Account). The User must provide accurate and complete registration information when you create an account for the Platform.
      • To create and maintain Your User Account, or to enable functions on Your User Account, You will be required to provide Superhow with certain information, which is going to be indicated in detail during the registration process. During creation of the User Account You may be required (however it does not mean that you certainly will be required to provide all such information) to: (a) create a unique username and password; (b) wallet address, or any other information, that Superhow may require.
      • Superhow may require identity verification and other screening procedures with respect to Your User Account creation or further use of the User Account and Platform, or transactions associated with You or Your User Account. These verification and screening procedures may be also determined by the applicable laws.
      • Superhow may, in its sole discretion, refuse to allow the establishment of a User Account or suspend existing User Account.
      • You hereby also undertake to (a) promptly update any information You have provided during the registration so that the information is complete and accurate at all times; (b) maintain the security of Your User Account by protecting Your password from unauthorized access or use; (c) promptly notify Superhow if You discover or suspect any unauthorized access or use of Your User Account or any security breaches related to Your User Account; and (d) be responsible for all activities that occur under Your User Account, and accept all risks of any authorized or unauthorized access to Your User Account.
      • Users’ accounts can only be used by the person whose name they are registered under. Superhow reserves the right to suspend, freeze or cancel accounts that are used by persons other than the persons whose names they are registered under.
      • You agree not to have or register for more than one User Account without express written permission from Us. We also reserve the right to revoke User Account or access to or use Platform, and those of any and all linked accounts without warning if, in our sole discretion, false or misleading information has been provided in creating, marketing, or maintaining your Account.
    • Agency
      • If You create an Account as an employee, agent or other representative (the Agent) of and on behalf of a natural or legal person or a business (the Principal), You represent and warrant that You are authorized to enter into binding contracts, including the Terms, on behalf of yourself and the Principal. In case a User is acting as the Agent, Superhow is not going to investigate, review, analyse or otherwise check or engage into relationship of the Agent and the Principal. The legal relationship between Agent and the Principal is considered as sole responsibility of the Agent and the Principal and Superhow is not responsible and not a party to such legal relationship.
    • Responsibility for Account Activities
      • You will be bound by, and hereby authorize Superhow to accept and rely on, any agreements, instructions, orders, authorizations and any other actions made, provided or taken by anyone who has accessed or used Your User Account. If Your User Account has been breached, You shall notify Superhow immediately about such breach, and if there is sufficient proof of the breach, Superhow may decide to revoke or cancel actions taken by You. Upon receipt of written notice from You that the security of Your account has been compromised, Superhow will take reasonable steps to protect Your account, including, for example, to cease to allow actions initiated using any compromised account passwords.
    • Account Security
      • Superhow prioritizes maintaining the safety of Users’ Account and information and has implemented protection tools to secure such information. However, Superhow does not guarantee, that such protection tools are sufficient, may not be breached, accessed or exploited by third parties or they function without flaws or errors, therefore there still exist risk regarding Your User Account, User Content and other personal or non-public information may be accessed, used, leaked, exploited or stolen by unauthorized persons. Additionally, there are account-level risks that are created by individual User actions. Therefore, You confirm Your understanding, that Super How does not guarantee security of Your User Account and User Content and that You need to independently take safety precautions to protect Your own User Account and personal information.
      • Superhow may offer optional enhanced security features for Your User Account. Superhow encourages, but may not require, You to use any such enhanced security features. If You do enable enhanced security features, it is Your responsibility to ensure the security of, and Your continuous control over, any device or account that may be associated with the enhanced security features.
      • User is responsible for maintaining the confidentiality of the User Account password and for restricting access to the computer to prevent unauthorised access to the User’s Account and should inform Superhow immediately if the User has any reason to believe that User’s password has become known to anyone else, or if the password is being, or is likely to be, used in an unauthorised manner.
      • Superhow will not be responsible for any loss or consequences in respect of User Account, User Content and other User data and information.
    • Deletion of User Account and Information
      • Each User, upon its choice, is entitled to delete User Account and information about such User, unless Superhow has legal reason to hold certain information about the User and therefore refuses to delete certain information. If, User Account is inactive for period of 12 months, then Superhow at is sole discretion is entitled to delete User Account and information about such User without separate notification to such User.
      • User may also request Superhow to delete User Content and other information, which is Superhow can delete, e.g. Superhow cannot delete information, which is on public blockchain. Nevertheless, Superhow may keep and use such information about User, that it is allowed under the applicable laws.
    • Privacy Policy
      • Please refer to Platform Privacy Policy for information about how Your information is collected and used by Us. By agreeing to these Terms, among other Additional Policies, You also fully agree to Platform Privacy Policy, including collection, use, storage, and disclosure of your data. Your personal information will be collected and managed in compliance with applicable laws.
  1. OWNERSHIP OF THE PLATFORM
    • You acknowledge and agree that we (or, as applicable, our licensors) own all legal rights, title’s and interests in and to all elements of the Platform. The graphics, design, systems, methods, information, computer code, software, services, “look and feel”, organization, a compilation of the content, code, data, and all other elements of the Platform (collectively, the “Superhow Materials”) are owned by Superhow, and are protected by copyright, trade dress, patent, and trademark laws, international conventions, other relevant intellectual property and proprietary rights, and applicable laws. All Superhow Materials are the copyrighted property of Superhow or its licensors, and all trademarks, service marks, and trade names contained in the Superhow Materials are proprietary to Superhow or its licensors. Except as expressly set forth herein, your use of the Platform does not grant you ownership of or any other rights with respect to any Superhow Materials, other content, code, data, or other materials that you may access on or through the Platform. We reserve all rights in and to the Superhow Materials not expressly granted to you in the Terms.
  2. OTHER TERMS
    • Taxes
      • Each User acknowledges and agrees that User is solely responsible (a) for all tax liabilities associated with payments and/or NFT received and/or transferred Artwork; (b) for determining whether User is required by applicable law to issue any particular invoice for the NFT and/or Artwork and issuing such invoice; (c) for determining whether User is required by applicable law to remit to the appropriate authorities any value added tax, income tax or any other taxes or similar charges applicable and remitting any such taxes or charges to the appropriate authorities. In the event of an audit or investigation of Superhow, User agrees to promptly cooperate with Superhow and provide copies of User’s tax returns, information and any other information and documents as may be reasonably requested for purposes of such audit or investigation.
    • Electronic Notices
      • You agree and consent to receive electronically all communications, agreements, documents, receipts, notices and disclosures (collectively the Communications) that Superhow provides in connection with You and/or use of Platform. You agree that Superhow may provide these Communications to You by posting them via Platform and/or by emailing them to You at the email address, or other contact details, if such is provided.
      • It is Your responsibility to keep Your contact details provided up to date so that Superhow can communicate with You electronically. If Superhow sends You an electronic Communication but You do not receive it because Your contact details are incorrect, out of date, blocked by Your service provider, or You are otherwise unable to receive electronic Communications, Superhow will be deemed to have provided the Communication to You.
    • User Content and Feedback
      • Superhow without any payments, compensations and royalties to You will own all rights to any User Content, Feedback, suggestions and information posted on Platform. Superhow will be entitled to the unrestricted use, except as restricted under applicable laws, of such Feedback and/or User Content information for any purpose, commercial or otherwise. User Content may be used only in accordance with the privacy policy and other regulations in respect of personal data as applicable to Superhow.
    • Third Party Content
      • While using Platform, You may view content provided by third parties, including links to web pages, social media networks, platforms and other source not controlled by Superhow (the Third-Party Content). Superhow does not control, endorses or adopts any Third-Party Content and shall have no responsibility for Third-Party Content, including without limitation material that may be misleading, incomplete, erroneous, offensive, indecent or otherwise objectionable.
    • Records
      • Users will each create and maintain records to document their respective activities and obligations under these Terms and use of the Platform, and provide copies of such records to Superhow upon request. Nothing in this subsection requires or will be construed as requiring Superhow to supervise or monitor a User’s compliance with these Terms and use of Platform. You are solely responsible for creation, storage, and backup of your records. These Terms or use of Platform will not be construed as creating any responsibility on Superhow’s part to store, backup, retain, or grant access to any information or data for any period.
  1. CHANGES, SUSPENSION AND TERMINATION OF PLATFORM
    • Changes, Suspension or Termination of Platform
      • Superhow may, at its discretion and without liability to You, with or without prior notice and at any time at its sole discretion, modify or discontinue, temporarily or permanently, all or any part of the Platform, including the functionalities and services available and provided by Superhow thereat. However, in cases when the Platform is suspended for the period longer than 48 hours and the Auction has not been completed yet (i.e., ongoing Auction), and the the Auction is cancelled, then all ETH collected from the Users during the Auction shall be returned.
      • In the event of discontinuation of part or all Platform Superhow may: (a) delete or deactivate all information, data and files in Platform or User Account without liability to You; and (b) make Platform and all the information thereat not accessible or deleted. In such case, Superhow shall not be liable against You and all the obligations of Superhow in respect of you shall be considered as terminated.
      • Superhow will not be liable for any direct and direct damages and losses suffered by You resulting from any modification, suspension or termination of Platform and Your access to Platform for any other reason.
  1. DISCLAIMER OF WARRANTIES
    • To the maximum extent permitted under applicable laws, the Platform (including smart contract, NFT(-s), all and any services, functions and assistances provided by Superhow and Affiliated Persons) is provided on an “as is” and “as available” basis and Superhow expressly disclaims and You fully and unconditionally waive, any and all other warranties of any kind, whether express or implied, including, without limitation, implied warranties of merchantability, fitness for a particular purpose, title or non-infringement or warranties arising from course of performance, course of dealing or usage in trade of otherwise. Without limiting the foregoing, Superhow does not represent or warrant that the Platform is accurate, complete, reliable, error-free, continuously functioning without any interruptions, disruptions or is free of viruses or other harmful components.
    • You acknowledge all the risks mentioned above and that there are risks associated with utilizing an internet-based systems (such as Platform) including, but not limited to, the failure of hardware, software, Smart Contract and internet connections and You accept such risks. You further acknowledge that Superhow shall not be responsible for any failures, disruptions, errors, distortions or delays in respect of Platform or Smart Contract, which You may experience, howsoever caused.
    • You acknowledge that Your User Content and other data and information may become irretrievably lost or corrupted or temporarily unavailable due to a variety of causes, including software failures, viruses or other harmful materials, protocol changes by third party providers, internet outages, force majeure event or other disasters, scheduled or unscheduled maintenance, or other causes either within or outside Superhow control. You are solely responsible for backing up and maintaining duplicate copies of any information You store or transfer through Platform.
  2. LIMITATION OF LIABILITY
    • Superhow and all Affiliated Persons under these Terms are fully, irrevocably and unconditionally released from all and any liability and damages to the maximum extent allowed under applicable laws (including without limitation damages for loss of information, revenue or business, indirect, incidental, special, punitive, consequential or similar damages) arising out of or in connection with Your use of the Platform, including Smart Contract, Superhow services, transactions in relation to Artwork and/or NFT(-s), and other Superhow and Affiliated Persons obligations, performance and non-performance thereof, whether under contractual, tort, strict liability or other theory (including, for avoidance of doubt, any negligence of Superhow and the Affiliated Persons), except to the extent of a final judicial determination that such damages were a result of the Company’s gross negligence, fraud, wilful misconduct or intentional violation of law.
    • For the avoidance of doubt, above indicated limitation of liability means, that among other matters, Superhow and Affiliated Persons are also not liable for any damages or losses (direct and indirect) arising out of or in connection with:
      • Your use of or your inability to use Platform, including suspension or termination of Platform;
      • delays or disruptions in Platform;
      • viruses or other malicious software obtained by accessing, or linking to Platform (including here and elsewhere - services related to Platform);
      • glitches, bugs, errors, or inaccuracies of any kind in Platform;
      • damage to your hardware device from the use of the Platform;
      • the content, actions, or inactions of third parties’ use of Platform;
      • a suspension or other action taken with respect to Your User Account;
      • Your reliance on the quality, accuracy, or reliability of the Artwork originality and authenticity and/or the Sellers failure to transfer the ownership of the Artwork and/or failure to deliver the Artwork.
    • You hereby irrevocably waive, release and discharge (fully and unconditionally) any and all claims, whether known or unknown to You, against Superhow and all the Affiliated Persons.
    • Superhow will have no liability (direct and indirect) for any failure or delay in performance of undertakings in respect of Platform, its Users, under these Terms and any other obligations, or any loss or damage (direct and indirect) that You may incur, including due to any circumstance or event beyond the control of Superhow, including without limitation any flood, extraordinary weather conditions, earthquake, viruses, other force majeure events or fire, war, insurrection, riot, accident, action of government, spread of viruses, pandemics, communications, power failure, or equipment or software malfunction.
    • In no event shall the liability of Superhow and any Affiliated Person, arising out of or in connection with the use of Platform or under these Terms, any performance or non-performance thereof, whether under contract, tort, strict liability or other theory (including, for avoidance of doubt, any negligence) exceed 50% of the amount of the Superhow fees / payments received by Superhow from the Users in the twelve-month period immediately preceding the event giving rise to the claim for liability.
  3. INDEMNIFICATION
    • You will defend, indemnify, and hold harmless Superhow and all the Affiliated Persons from all and any claim, demand, lawsuit, action, proceeding, investigation, liability, damage, loss, cost or expense, including without limitation reasonable attorneys’ fees, arising out or relating to (a) Your use of Platform (including use of the Smart Contract), including actions and in-actions made via Platform; (b) any Feedback You provide, User Content or information You make available; (c) Your violation of these Terms; or (d) Your violation of any applicable law or the rights or interests of any other person or entity. If You are obligated to indemnify Superhow or Affiliated Person, the Superhow and Affiliated Persons will have the right, in its sole discretion, to control any action or proceeding and to determine whether to settle, and if so, on what terms.
  4. GOVERNING LAW
    • These Terms, use of Platform and all rights and obligations arising thereof shall be governed, construed and interpreted in accordance with the Laws of the Republic of Lithuania without regard to conflict of law rules or principles, that would cause the application of the laws of any other jurisdiction than Lithuania, and excluding the United Nations Convention on Contracts for the International Sale of Goods (CISG).
  5. DISPUTE RESOLUTION
    • Any dispute, claim or controversy arising out of or connected to these Terms and use of Platform shall be finally settled by arbitration in Vilnius Court of Commercial Arbitration in accordance with its rules. Arbitration procedure shall be confidential. The number of arbitrators shall be 3 (three), 1 (one) of whom will be appointed by Superhow, 1 (one) of whom will be appointed by User and the 3rd (third) will be selected by the 2 (two) arbitrators appointed by the User and Superhow. In case the 3rd (third) arbitrator is not appointed, then such 3rd (third) arbitrator shall be appointed by the Chairman of Vilnius Court of Commercial Arbitration. The venue of arbitration shall be Vilnius, Lithuania. Lithuanian law shall be applicable to the dispute. The language of arbitration shall be English. All documents to the User shall be delivered to e-mail at the addresses indicated by respective parties and in case of Superhow – to [email protected] The User, in case of arbitration, undertakes to provide e-mail for arbitration purposes.
    • You agree that any dispute between You and Superhow arising out of or related to these Terms and use of the Platform shall be resolved solely through individual arbitration and shall not be brought as a class arbitration, class action or any other type of collective basis. There will be no right or authority for any dispute to be brought, heard or arbitrated as a class or collective action, or as a member in any such class or collective proceeding.
    • All disputes between Superhow and any User shall be settled in a manner indicated in this Section. However, before applying to court (arbitrage) disputes between any User and Superhow firstly shall be settled in mutual negotiations of Superhow and a User and in informal manner and only if such dispute is not settled within 30 days any party may apply to arbitrage.
    • All claims in respect of the Artwork and/or execution of the rights granted by the NFT, shall be provided to the Seller and not the Company as the Company is only organizer and manager of the Platform and not the seller of the Artwork. Even though, the Company receives the funds transferred by the Users during the Auction, the Company receives these funds under the separate agreement between the Company and the Seller and it does not change the fact, that the Seller shall be considered as the beneficial of the funds received from the Users. Respectively, each User explicitly waives any and all claims to the Company.
  6. TERMINATION OF THE TERMS AND SURVIVAL
    • You may terminate these Terms at any time by cancelling your User Account on the Platform and discontinuing your access to and use of the Platform. Unless explicitly provided in these Terms otherwise, You will not receive any refunds if You cancel your account, or otherwise terminate these Terms. You agree that We, in our sole discretion and for any or no reason, may at any time terminate these Terms and suspend and/or terminate Your User Account on the Platform.
    • The following clauses and the clauses, that by their nature contemplate survival, shall survive and continue in full force and effect after termination or expiry of these Terms. For example, the provisions regarding dispute resolutions, applicable law, limitation of liability, indemnification. Without limiting any other provisions of the Terms, the termination of these Terms for any reason will not release You or Superhow from any obligations incurred prior to termination of these Terms or that thereafter may accrue in respect of any act or omission prior to such termination.
  7. FINAL PROVISIONS
    • These Terms between You and Superhow set forth the entire agreement and understanding relating to the subject matter herein and supersedes all prior or contemporaneous disclosures, discussions, understandings and agreements, whether oral or written, between them.
    • If any provision of these Terms is held invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions of these Terms shall not in any way be affected or impaired.
    • You may not assign or transfer any rights or obligations under these Terms without prior written consent from Superhow, including by operation of law or in connection with any change of control. Superhow may assign or transfer any or all of its rights or obligations under these Terms, in whole or in part, without notice or obtaining Your consent or approval.
    • These Terms shall bind and benefit all the permitted successors and assignees.
    • Superhow failure or delay in exercising any right, power or privilege under these Terms shall not operate as a waiver thereof.
    • Headings of sections are for convenience only and shall not be used to limit or construe such sections.
    • All appendixes (if any) to these Terms shall be considered as integral and inseparable part of these Terms.

    If you have questions regarding these Terms, please feel free to contact the Company for clarification via [email protected]
    Please check the Platform frequently for any changes to these Terms.

APPENDIX 1: DEFINITIONS

HEREBY I CONFIRM THAT I HAVE READ THE WHOLE TEXT OF THESE TERMS, INCLUDING THE ANNEX 1, I FULLY UNDERSTAND THESE TERMS, HAVE NO OBJECTIONS AND GOING TO COMPLY WITH THESE TERMS IN ALL THE ASPECTS.