Introduction And Important Information
The Alma Platform
ALMA is a platform for the listing, sale and purchase (a “Transaction”) of digital art (“Digital Artwork”) and/or ticketsfor social events (“Event Ticket”) represented in each case on a non-fungible Ethereum-based token.
A Transaction on the ALMA Platform involving a Digital Artwork is consummated directly between the creator/owner of the Digital Artwork (“Owner”) and the buyer/collector (“Purchaser”). A Transaction may also include the resale on the Platform of a Digital Artwork by the Owner to a new Purchaser.
A Transaction on the ALMA Platform involving an Event Ticket is consummated directly between the third-party organizer of the event (“Promoter” and together with the Owner, each a “Seller”) and thePurchaser. A Transaction may also include the resale on the Platform of an Event Ticket by the Purchaser to a new Purchaser provided that the resale is approved in advance by the Promoter of the Event Ticket.
The Platform offers an e- marketplace for Digital Art and Event Tickets and the facilitation of Transactions between Sellers and Purchasersand does not involve ALMA (nor any third party appointed by ALMA) taking possession, custody or title to any Digital Art or Event Tickets, which are the subject of a Transactionnor of any cryptocurrency or fiat currency to which a Transaction relates.
ALMA does not make any representation or guarantee that Sellerswill be able to sell the Digital Art or Event Tickets nor the price that may be achievable for any Digital Art and Event Tickets nor the achievement of any other objective as a result of using the Platform or listing any Digital Art or Event Tickets on the Platform.
The Digital Art or Event Tickets listed on ALMA are represented on smart contracts on the Ethereum blockchain that provides an immutable ledger of all transactions that occur on ALMA. You understand that your Ethereum public address will be publicly visible whenever you engage in a Transaction on the Platform.
ALMA reserves the right to modify or discontinue, temporarily or permanently, the Platform (or any part thereof) with or without notice. ALMA will not have any liability whatsoever to you or to any third party for any modification, suspension, or discontinuance of the Platformor the Services.
Your ALMA Account
While you can visit and browse the Platform, you need to create an account with ALMA to conduct Transactions. When you create an account, we will ask for some information about yourself. We may require you, in our sole discretion, to provide additional information and/or documents. You represent that any information or documents which you provide will be and will remain, true, accurate, current, and complete. If you do not provide complete and accurate information and/or documents we may suspend or terminate your account or refuseor restrict your ability to conduct Transactions.
In order to conduct Transactions as an Owner, Promoter or Purchaser, you must own an electronic wallet which allows you to purchase, store, and engage in transactions using the native Ethereum cryptocurrency, ETH.
You must be of legal ageto register for an account and conduct Transactions. By registering for an account you confirm that you are at least 18 years of age. You are responsible for anything that occurs when anyone is signed in to your account, as well as the security of the account.
ALMA retains complete discretion to decide who may list Digital Art or Event Tickets on the Platformas well as which Digital Art or Event Tickets may be listed on the Platform. The right for an artist/creator or owner of a Digital Artwork to list the Digital Artwork on the Platform is at the invitation of ALMA, provided that any Digital Artwork which is purchased on the Platform may be resold on the Platform. The right for the Promoter of an Event Ticket to list the Event Ticket on the Platform is at the invitation of ALMA, provided that Event Tickets purchased on the Platform can only resold on the Platformsubject to the prior approval of the Promoter of the Event Ticket.
Your ALMA account is subject to the following rules and conditions:
- Access: you understand and agree that access to your ALMA account is limited solely to you. You agree that you will not grant access to your ALMA account to any person without our prior written permission. You are responsible for anything that occurs when anyone is signed in to your account, as well as the security of the account.
- One Account: ALMA will only allow one account per User. You agree not to create a different account if your existing account has been blocked or disabled by ALMA unless you have our prior written approval.
- Security: you understand and agree that you are solely responsible for maintaining the security of your account and control over any user names, passwords, or any other codes that you use to conduct Transactions. Any unauthorized access to your account by third parties could result in the loss or theft of Digital Art or Event Tickets and/or funds held in your account and any associated accounts, including your linked bank account(s) and credit card(s). You understand and agree that you will not hold us responsible for managing and maintaining the security of your account. You further understand and agree that we are not responsible (and you will not hold us responsible) for any unauthorized access to or use of your account. You are responsible for monitoring your account. If you notice any unauthorized or suspicious activity in your account, please notify us immediately.
- Market manipulation: You will not engage in any conduct to manipulate the price of Digital Art or Event Tickets in any way, including bidding on your own items, preventing bidding, or using ALMA to conceal economic activity.
- Disruption: You will not engage in any conduct to interfere with or disrupt the Platform or servers or networks connected to the Platform, or disobey any requirements, procedures, policies or regulations of networks connected to the Platform. You will not upload or communicate any content which contains any software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment.
- Offensive content: you will not upload or communicate any content or engage in any conduct which is unlawful, threatening, abusive, harassing, excessively violent, defamatory, pornographic, invasive of another’s privacy, hateful racially, ethnically or in the sole judgment of ALMA, is objectionable or which restricts or inhibits any other person from using or enjoying the Platform, or which may expose ALMA or its users to any harm or liability.
- Breach of Rights: You will not upload any content or engage in any conduct which infringes any intellectual property, privacy, confidentiality or other proprietary rights of any person;or to impersonate any person or entity, or falsely state or otherwise misrepresent your affiliation with a person or entity;or which otherwise violates any applicable laws or regulations or to further or promote any criminal activity.
- Non Authorised Use: You will not use your account or access the Platform to advertise or offer to sell or buy any goods or services for any business purpose that is not specifically authorized or to further or promote any business competitive with ALMA.
- Communication: you agree and understand that we will communicate with you via electronic means. To ensure that you receive all of our communications, you agree to keep your email address and telephone number current and notify us if there are any changes. You agree that any notices, agreements, disclosures, or other communications delivered to your email address on record is considered valid.
In order to make any purchase via the Platform, you agree to supply and maintain valid and up-to-date payment details as part of your account. You represent and warrant that you are authorized to use the payment method you use via the Platform to make any purchase. Acceptable payment methods are cryptocurrency and fiat currency; provided, however, that a ALMA reserves the right to restrict the available payment methods for any Digital Art or Event Tickets at its discretion. You authorize ALMA to charge your selected payment method for the entirety of the purchase price. ALMA reserves the right to suspend or cancel your order for any reason, including in the event that the selected payment method is invalid, cannot be verified, or is otherwise not acceptable in ALMA’s sole and absolute discretion.
Any purchase of Digital Artwork that you might make on or through the Platform is non-refundable and irrevocable.
A purchase of an Event Ticket may be refundable subject to the terms and conditions applicable to such event and available at the Promoter’s website which is linked to the event’s page on the Platform. In the event that a User purchased an Event Ticket with ETH and is eligible for a refund, ALMA will refund the amount of ETH which represents the fiat price of the Event Ticket at the exchange rate applicable at the time of the refund e.g. if the Event Ticket fiat price is €30 then the User shall receive a refund of €30 of ETH at the exchange rate applicable on the date of refund, which may be more or less ETH than what the User paid for the Event Ticket depending upon fluctuations in the exchange rate of ETH to fiat. Therefore any change in the exchange rate of ETH vis a vis fiat between the date of purchase of the Event Ticket and the date of the refund will be for the risk of the User.
Listing &Sale of Digital Artwork
By listing the Digital Artwork for sale on the Platform, the Owner agrees that:
- it is making an offer to sell the Digital Artwork which offer remains open for acceptance as long as the Digital Artwork remains listed on the Platform;
- upon acceptance and confirmation of a purchase order from a Purchaser (as evidenced by the display of the purchase confirmation page) the sale of the Digital Artwork is complete and the supply of the Digital Artwork to the Purchaser shall take place immediately.
By listing the Digital Artwork for sale on the Platform, an Owner who is the creator of the Digital Artwork:
- represents and warrants that it owns all legal right, title, and interest in the Digital Artwork and all intellectual property rights underlying the Digital Artwork listed on the Platform and that the Digital Artwork does not contain any unauthorized content or unauthorized third party rights;
- undertakes and covenants that the Owner has not, will not, and will not cause any third party to sell, tokenize, or create another cryptographic token for the same Digital Artwork;
- grants ALMA, its affiliates and successors a non-exclusive, world-wide, assignable, sublicensable, perpetual, and royalty-free license to make copies of, display, perform, reproduce, and distribute the Digital 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 ALMA, including without limitation, the express right to: (i) display or perform the Digital 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) create and distribute digital or physical derivative Digital Artwork based on the Digital Artwork; (iii) indexing the Digital Artwork in electronic databases, indexes, catalogues; and (iv) hosting, storing, distributing, and reproducing one or more copies of the Digital Artwork within a distributed file keeping system, node cluster, or other database or causing, directing, or soliciting others to do so; and
By making an order for a Digital Artwork listed on the Platform the Purchaser agrees that upon acceptance and confirmation of the purchase order from a Purchaser (as evidenced by the display of the purchase confirmation page) the sale of the Digital Artwork is complete and the supply of the Digital Artwork to the Purchaser shall take place immediately and is non-refundable and irrevocable (other than as permitted by applicable law or for breach of the representations set out above).
In completing the sale and purchase of the Digital Artwork, the Purchaser is purchasing a cryptographic token representing the Digital Artwork as a piece of property, from the Owner, but is not acquiring the intellectual property rights with respect to the Digital Artwork which remain the property of Owner (where the Owner is the creator of the Digital Artwork) orthe creator of the Digital Artwork (where the Owner is a reseller of the Digital Artwork) which intellectual property rights expressly include but are not limited to, all creative and moral rights, and the right to reproduce, prepare derivative works of the Digital Artwork, perform or display, promote, market or distribute the Digital Artwork.
The Purchaser shall have the right to sell, transfer, trade, gift the Digital Artwork and to use the Digital Artwork provided such use is not a commercial use of the Digital Artwork(for example commercializing the Digital Artwork to promote any third party product or service or incorporating it within any merchandising).
The Purchaser agrees that it may not, directly or indirectly; modify the Digital Artwork in any way or create any derivative work or tokenise the Digital Artwork or register any trademark or copyright with respect to the Digital Artwork or otherwise take any action inconsistent with the retention of the intellectual property rights in the Digital Artwork by the creator, including the moral rights of the creator to be attributed as the author of the Digital Artwork.
Listing and Sale of Event Tickets.
ALMA enables Promotersto list their events on the Platform and sell Event Tickets to Users. ALMA retains sole and absolute discretion to decide which Promoters may list Event Tickets on the Platform as well as which Event Tickets may be listed on the Platform. ALMA is not the owner, creator or the organizer of the events listed by the Promoters on the Platform but allows Promoters to promote and manage ticketing for their events.
It is the Promoter’s responsibility to ensure that any page which displaysinformation pertaining to an event on the Platform meets all applicable laws, rules and regulations, and that the descriptions provided on the event page are accurate and not misleading.
By buying an Event Ticket on the Platform, the User confirms to have read the terms and conditions applicable to such event and available at the Promoter’s website which is linked to the event’s page on the Platform.
Transaction Fees and Sales Tax
ALMA charges the Seller such listing fee and sales commission (in each case plus VAT) as may be agreed between the Seller and ALMA with respect to the Digital Art or Event Tickets.
The ALMA fees are charged to the Seller upon the completion of the sale of the Digital Art or Event Tickets and the Seller agrees that the fees shall be deducted directly from the sale proceeds payable to the Seller and paid to ALMA Art Ltd.
The Seller is responsible for any value added tax (“VAT”) or goods and services tax (“GST”) or applicable sales taxes (“Sales Tax”) which may be applicable to the Seller with respect to the sale of the Digital Art or Event Tickets via the Platform and the sale price of the Digital Art or Event Tickets listed on the Platform shall be deemed to include any applicable VAT, GST or Sales Tax.
All Transactions on the Platform, including without limitation minting, tokenizing, bidding, listing, offering, purchasing, or confirming, are facilitated by smart contracts existing on the Ethereum network. The Ethereum network requires the payment of a transaction fee (a “Gas fee”) for every transaction that occurs on the Ethereum network, including every transaction which occurs on the Platform. The value of the Gas Fee is not within the control of ALMA and is subject to change which changes can be volatile. You agree that a Transaction on ALMA will not be revocable or invalidated by reason of the amount of, or any change to, any Gas Fee.
Excluding the Digital Art or Event Tickets or any User published content, ALMA is the owner of all intellectual property rights with respect to the Platform, including, but not limited to, all copyrights, all rights with respect to any concepts, ideas, artwork, animations, sounds, methods of function, coding related to computer, moral and legal rights, documented archives, musical work, audio effects, profiles, Users Accounts and any non-User published content. You agree that you shall not do anything which is inconsistent with the rights of ALMA as owner of these intellectual property rights and in particular you agree not to copy, modify, create a derivative work of, reverse engineer, reverse assemble or otherwise attempt to discover any source code, sell, assign, sublicense, or otherwise transfer any right in the Platform. ALMA expressly reserves all its rights in these respects.
ALMA is the owner of all rights, including trademarks and all other intellectual property rights with respect to the “ALMA” tradename or business names as used on the Platform. All other trademarks, product names, and logos on the Platform are the property of their respective owners. No license or right to use any of the trademarks or business names or tradenames displayed on the Platform, is granted or implied in your use of the Platform and such trademarks may not be copied or imitated, or used, in whole or in part, without the permission of the applicable trademark holder. Any goodwill generated from the use of trademarks will inure to our exclusive benefit.
If you believe that third-party material hosted by ALMA infringes your copyright or trademark rights, please file a notice of infringement by contacting: email@example.com and providing: (i) a description of the rights that you claim have been infringed; (ii) a description of the location on the Platform of the material that you claim is infringing; (iii) your contact details; (iv) a written statement that you have a good faith belief that the use which you claim is infringing is not authorized by the copyright owner, its agent or the law; and such information is, to the best of your knowledge and belief, true and that you are the copyright or trademark owner or authorized to act on the copyright or trademark owner’s behalf.
You represent and warrant that you own all right, title and interest in and to User content which you publish on the Platform. By uploading content onto the Platform you hereby grant ALMA and its affiliated companies a nonexclusive, worldwide, royalty free, fully paid up, transferable, sublicensable, perpetual, irrevocable license to copy, display, upload, perform, distribute, store, modify and otherwise use your content in connection with the operation of the Platform or the promotion, advertising or marketing of the Platform in any form, medium or technology now known or later developed.
Cooperation regarding Infringement
Sellers and Users agree to use best endeavours to cooperate with ALMA with respect to any enquiry regarding any infringement of any intellectual property rights and provide any information requested by ALMA.
In the event that any Digital Art or Event Tickets is found to infringe the intellectual property rights of any third party then the Seller (if the Seller is the creator of the Digital Art or Event Tickets) shall refund the Purchaser or any subsequent Purchaser the purchase price and shall upon the first request of ALMA permanently remove the Digital Art or Event Tickets.
Other Legal Terms
PLEASE READ THIS SECTION CAREFULLY BECAUSE IT LIMITS CERTAIN RIGHTS, INCLUDING THE RIGHT TO MAINTAIN A COURT ACTION, THE RIGHT TO A JURY TRIAL, THE RIGHT TO PARTICIPATE IN ANY FORM OF CLASS OR REPRESENTATIVE CLAIM, THE RIGHT TO ENGAGE IN DISCOVERY EXCEPT AS PROVIDED IN THE LCIA RULES, AND THE RIGHT TO CERTAIN REMEDIES AND FORMS OF RELIEF. OTHER RIGHTS THAT YOU OR ALMA WOULD HAVE IN COURT ALSO MAY NOT BE AVAILABLE IN ARBITRATION.
Platform transactions, including but not limited to primary sales, secondary market sales, listings, offers, bids, acceptances, and other operations utilize experimental smart contract and blockchain technology, including non-fungible tokens, cryptocurrencies, consensus algorithms, and decentralized or peer-to-peer networks and systems. Users acknowledge and agree that such technologies are experimental, speculative, and inherently risky and may be subject to bugs, malfunctions, timing errors, hacking and theft, or changes to the protocol rules of the Ethereum blockchain which can adversely affect the smart contracts and may expose you to a risk of total loss, forfeiture of your digital currency or Digital Art or Event Tickets, or lost opportunities to buy or sell Digital Art or Event Tickets.
ALMA HEREBY DISCLAIMS ALL WARRANTIES. ALMA IS MAKING THE PLATFORM AVAILABLE “AS IS” WITHOUT WARRANTY OF ANY KIND. YOU ASSUME THE RISK OF ANY AND ALL DAMAGE OR LOSS FROM USE OF, OR INABILITY TO USE, THE PLATFORM. TO THE MAXIMUM EXTENT PERMITTED BY LAW, ALMA EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES, EXPRESS, IMPLIED OR STATUTORY, REGARDING THE PLATFORM, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE OR NONINFRINGEMENT. ALMA MAKES NO WARRANTY THAT (I) THE PLATFORM WILL MEET YOUR REQUIREMENTS, (II) THE PLATFORM WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, (III) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE PLATFORM WILL BE ACCURATE OR RELIABLE, OR (IV) THE QUALITY OF ANY PRODUCTS, PLATFORMS, INFORMATION, OR OTHER MATERIAL PURCHASED OR OBTAINED BY YOU THROUGH THE PLATFORM WILL MEET YOUR EXPECTATIONS.
Limitation of Liability.
Whether you are a consumer or a business user, we do not exclude or limit in any way our liability to you where it would be unlawful to do so. This includes liability for death or personal injury caused by our negligence or the negligence of our employees, agents or subcontractors and for fraud or fraudulent misrepresentation.
If you are a business user:
- We exclude all implied conditions, warranties, representations or other terms that may apply to the Platform or any content on it.
- We will not be liable to you for any loss or damage, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, even if foreseeable, arising under or in connection with:
- use of, or inability to use, the Platform; or
- use of or reliance on any content displayed on the Platform.
- In particular, we will not be liable for:
- loss of profits, sales, business, or revenue;
- business interruption;
- loss of anticipated savings;
- loss of business opportunity, goodwill or reputation; or
- any indirect or consequential loss or damage.
If you are a consumer user:
- Please note that we only provide the Platform for domestic and private use. You agree not to use our site for any commercial or business purposes, and we have no liability to you for any loss of profit, loss of business, business interruption, or loss of business opportunity.
- If defective digital content that we have supplied, damages a device or digital content belonging to you and this is caused by our failure to use reasonable care and skill, we will either repair the damage or pay you compensation. However, we will not be liable for damage that you could have avoided by following our advice to apply an update offered to you free of charge or for damage that was caused by you failing to correctly follow installation instructions or to have in place the minimum system requirements advised by us.
Termination or Suspension of use Accounts.
Waiver; Severability and Assignment.
Questions and Contact Us