Introduction

Welcome to Metamural, Inc. (“MetaMural,” “Metamural,” “we,” “us,” or “our”) provides its marketplace and services (described below) to you (sometimes “User") through its website, platform, and marketplace located at https://metamural.io (the “Platform”), subject to the following Terms of Service (as amended from time to time, the “Terms”). By signing up for an account on the Platform or otherwise using or accessing the Platform, you acknowledge that you have read and agreed to these Terms. The Privacy Policy and all such additional terms, guidelines, and rules as set forth on the Platform are hereby incorporated by reference into these Terms and expressly agreed to and acknowledged by the User. Furthermore, by accepting these terms, you represent that you are authorized to access this platform under United States law (and, if applicable, the law of your current country of residence) and are not on, or from a country on, the Office of Foreign Assets Control’s sanctions list.

These Terms govern your access to and use of the MetaMural Platform, website(s), our APIs, and any other software, tools, features, or functionalities provided on or in connection with our services; including without limitation using our services to view, explore, and create NFTs and use our tools, at your own discretion, to connect directly with others to purchase, sell, or transfer NFTs on public blockchains (collectively, the “Service”). “NFT” in these Terms means a non-fungible token or similar digital item implemented on a blockchain (such as the Ethereum blockchain), which uses smart contracts to link to or otherwise be associated with certain content or data. For purposes of these Terms, “User”, “you”, and “your” means you as the user of the Service. If you use the Service on behalf of a company or other entity then “you” includes you and that entity, and you represent and warrant that (a) you are an authorized representative of the entity with the authority to bind the entity to these Terms, and (b) you agree to these Terms on the entity’s behalf.

PLEASE READ THESE TERMS CAREFULLY, AS THEY CONTAIN AN AGREEMENT TO ARBITRATE AND OTHER IMPORTANT INFORMATION REGARDING YOUR LEGAL RIGHTS, REMEDIES, AND OBLIGATIONS. THE AGREEMENT TO ARBITRATE REQUIRES (WITH LIMITED EXCEPTION) THAT YOU SUBMIT CLAIMS YOU HAVE AGAINST US TO BINDING AND FINAL ARBITRATION, AND FURTHER (1) YOU WILL ONLY BE PERMITTED TO PURSUE CLAIMS AGAINST METAMURAL ON AN INDIVIDUAL BASIS, NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY CLASS OR REPRESENTATIVE ACTION OR PROCEEDING, (2) YOU WILL ONLY BE PERMITTED TO SEEK RELIEF (INCLUDING MONETARY, INJUNCTIVE, AND DECLARATORY RELIEF) ON AN INDIVIDUAL BASIS, AND (3) YOU MAY NOT BE ABLE TO HAVE ANY CLAIMS YOU HAVE AGAINST US RESOLVED BY A JURY OR IN A COURT OF LAW. BY CLICKING TO ACCEPT AND/OR USING OUR SERVICE, YOU AGREE TO BE BOUND BY THESE TERMS AND ALL OF THE TERMS INCORPORATED HEREIN BY REFERENCE. IF YOU DO NOT AGREE TO THESE TERMS, YOU MAY NOT ACCESS OR USE THE SERVICE.

Because we have a growing number of services, we sometimes need to provide additional terms for specific services (and such services are deemed part of the “Service” hereunder and shall also be subject to these Terms). Those additional terms and conditions, which are available with the relevant service, then become part of your agreement with us if you use those services. In the event of a conflict between these Terms and any additional applicable terms we may provide for a specific service, such additional terms shall control for that specific service. MetaMural reserves the right to change or modify these Terms at any time and in our sole discretion. If we make material changes to these Terms, we will use reasonable efforts to provide notice of such changes, such as by providing notice through the Service or updating the “Last Updated” date at the beginning of these Terms. By continuing to access or use the Service, you confirm your acceptance of the revised Terms and all of the terms incorporated therein by reference effective as of the date these Terms are updated. It is your sole responsibility to review the Terms from time to time to view such changes and to ensure that you understand the terms and conditions that apply when you access or use the Service.We will notify you, either through the Platform user interface, in an email notification or through other reasonable means. Any such changes will become effective no earlier than fourteen (14) days after they are posted, except that changes addressing new functions of the Platform will be effective immediately. Your continued use of the Platform after the date any such changes become effective constitutes your acceptance of the new Terms of Service.

MetaMural may require you to provide additional information and documents in certain circumstances, such as at the request of any government authority, as any applicable law or regulation dictates, or to investigate a potential violation of these Terms. In such cases, MetaMural, in its sole discretion, may disable your Account and block your ability to access the Service until such additional information and documents are processed by MetaMural. If you do not provide complete and accurate information in response to such a request, MetaMural may refuse to restore your access to the Service.

Your access and use of the Service may be interrupted from time to time for any of several reasons, including, without limitation, the malfunction of equipment, periodic updating, maintenance, or repair of the Service or other actions that MetaMural, in its sole discretion, may elect to take.

1) What is MetaMural?

MetaMural provides a platform for Users, including artists (“Creators”), galleries ( “Institutional Facilitators”) and collectors (“Collectors”), to sell, purchase, list for auction, make offers on, and bid on (each a “Transaction”) Digital Artwork (as defined below).

a) Smart-Contract Enabled. “Digital Artwork” on the Platform refers to a non-fungible Ethereum-based token that uses smart contracts on the Ethereum blockchain (“Smart Contracts”). The Ethereum blockchain provides an immutable ledger of all transactions that occur on the blockchain. This means that all Digital Artwork is outside of the control of any one party, including MetaMural, and is subject to risks and uncertainties. We neither own nor control MetaMask, Coinbase, the Ethereum network, the smart contracts on which Collections (as defined below) are based (“Collection Smart Contracts”), your browser, 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 Platform. We will not be liable for the acts or omissions of any such 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 such third parties. You understand that your Ethereum public address will be made publicly visible whenever you engage in a Transaction on the Platform.

b) Noncustodial. While MetaMural offers a marketplace for Digital Artwork, and at a future date, Physical Artwork, collectively known as (“Artwork”). MetaMural does not buy, sell, or ever take custody or possession of any Artwork. The Platform facilitates User collection of Artwork, but neither MetaMural nor the Platform are custodians of any Artwork. The User understands and acknowledges that the Smart Contracts do not give MetaMural custody, possession, or control of any Artwork or cryptocurrency at any time for the purpose of facilitating Transactions on the Platform. You affirm that you are aware and acknowledge that MetaMural is a non-custodial service provider and has designed the Platform to be directly accessible by the Users without any involvement or actions taken by MetaMural or any third-party. MetaMural facilitates Transactions between the Users on the Platform but is not a party to any agreement between any sellers, buyers, Creators, Collectors, Galleries, and other Users. As a marketplace, MetaMural cannot make any representation or guarantee that Creators, Galleries, or Users will achieve any particular outcome as the result of listing their Artwork or engaging in any other Transaction on the Platform.

2) How do I use MetaMural?

a) Your Registration Obligations: Anyone can browse the Platform without registering for an account. You may be required to register with MetaMural in order to access and use certain features on the Platform, such as participating as a Gallery, Creator, or Collector. If you choose to register for the Platform, you agree to provide and maintain true, accurate, current, and complete information about yourself as prompted by our registration form. Registration data and certain other information about you are governed by our Privacy Policy. You must be at least 13 years old to register for an account as a Creator, and at least 18 years old to place a bid on any Digital Artwork. If you are between 13 and 18 years old, you must have the expressed permission of a parent or legal guardian who can accept these Terms on your behalf. You are responsible for anything that occurs when anyone is signed in to your account, as well as the security of the account.

b) Member Account, Password, and Security: You are responsible for maintaining the confidentiality of your account and password, if any, and are fully responsible for any and all activities that occur under your password or account. You agree to (a) immediately notify MetaMural of any unauthorized use of your password or account or any other breach of security, and (b) ensure that you exit from your account at the end of each session when accessing the Platform. MetaMural will not be liable for any loss or damage arising from your failure to comply with this Section.

c) Connecting your Wallet: Like much of web3, your blockchain address functions as your identity on MetaMural. In order to participate as a Gallery, Creator or Collector on the Platform, you must connect your account to your digital wallet supported on MetaMask, or other wallet extensions or gateways as allowed on the Platform. Such digital wallets allow you to purchase, store, and engage in transactions using the native Ethereum cryptocurrency, ETH. All Transactions on the Platform are in the native Ethereum cryptocurrency, ETH. Your account on the service (“Account”) will be associated with your blockchain address; however, if you want to add some flair to your MetaMural account, you can add additional information, such as a profile picture, to your Account. Your Account on MetaMural will be associated with your linked blockchain address and display the NFTs for that blockchain address (and, if applicable, any content associated with such NFTs). By using your wallet in connection with the Service, you agree that you are using that wallet under the terms and conditions of the applicable provider of the wallet. Wallets are not operated by, maintained by, or affiliated with MetaMural, and MetaMural does not have custody or control over the contents of your wallet and has no ability to retrieve or transfer its contents. MetaMural accepts no responsibility for, or liability to you, in connection with your use of a wallet and makes no representations or warranties regarding how the Service will operate with any specific wallet. You are solely responsible for keeping your wallet secure and you should never share your wallet credentials or seed phrase with anyone. If you discover an issue related to your wallet, please contact your wallet provider. Likewise, you are solely responsible for your Account and any associated wallet and we are not liable for any acts or omissions by you in connection with your Account or as a result of your Account or wallet being compromised. You agree to immediately notify us if you discover or otherwise suspect any security issues related to the Service or your Account (you can contact us art@metamural.io).

d) Modifications to the Platform: MetaMural reserves the right to modify or discontinue, temporarily or permanently, the Platform (or any part thereof) with or without notice. You agree that MetaMural will not be liable to you or to any third party for any modification, suspension, or discontinuance of the Platform.

3) What are the rules for using MetaMural?

When using the Platform, you will not directly or indirectly:

4) What are the intellectual property rights on the Platform?

a) Creator Rights For Digital Artworks

The Creator owns all legal right, title, and interest in all intellectual property rights of the content underlying the Digital Artwork minted by the Creator on the Platform (such underlying content, the “Art Content”) and any content specific to a Collection that is not the Artwork within a Collection (“Collection Content”), including but not limited to copyrights and trademarks in the Art Content and Collection Content. As the copyright owner, the Creator has the right to reproduce, prepare derivatives of, distribute, and display or perform the Art Content and Collection Content. The Creator hereby acknowledges, understands, and agrees that selling such Digital Artwork on the Platform constitutes an express representation, warranty, and covenant that the Creator (a) has not sold, tokenized or created another cryptographic token, and (b) will not, and will not cause another to, sell, tokenize, or create another cryptographic token, in each case representing a digital collectible for the same Art Content underlying such Digital Artwork.By launching any Digital Artwork on the Platform, the Creator hereby expressly and affirmatively grants to the Collector and, to the extent applicable, any subsequent Collector in a Secondary Sale (as defined below) a license pursuant to Section 4(c)(ii) below.

Creator expressly represents and warrants that its Art Content underlying any Digital Artwork launched on the Platform and Collection Content contain only original content otherwise authorized for use by the Creator, and do not contain unlicensed or unauthorized copyrighted content, including any imagery, design, audio, video, human likeness, or other unoriginal content not created by the Creator, not authorized for use by the Creator, not in the public domain, or otherwise without a valid claim of fair use. The Creator further represents and warrants that it has permission to incorporate the unoriginal content, to the extent such permission is legally required. On the Platform, a Creator can mint new Digital Artworks into a unique smart contract that represents a collection of such Digital Artworks (a “Collection”). Collection Smart Contract is wholly owned by the Creator that minted the Collection and cannot be sold or traded. However, the individual Digital Artworks in a Collection can be sold in accordance with these Terms. The terms and mechanics of Collection are set forth here.

b) MetaMural Rights to Art Content, Collection Content and Non-MetaMural Content

User hereby acknowledges, understands, and agrees that by launching, listing, or selling any Digital Artwork (including Artwork not orginally minted on the MetaMural) Platform, User hereby expressly and affirmatively grants to MetaMural, and its Affiliates (as defined below) and its and their successors, a non-exclusive, world-wide, transferable, sublicensable, perpetual, irrevocable, and royalty-free license to (a) reproduce, display, perform, distribute and transmit the Art Content or Non-MetaMural Content underlying such Digital Artwork, and Collection Content, for the purpose of operating and developing the Platform, and (b) use and incorporate the Art Content or Non-MetaMural Content underlying such Digital Artwork, and Collection Content, or derivative works of any of the foregoing, on any marketing materials, and to reproduce, display, perform, display and transmit such marketing materials on any media whether now known or later discovered for the purposes of operating, promoting, sharing, marketing, and advertising the Platform. The foregoing licenses include, without limitation, the express rights to: (i) display or perform the Art Content or Non-MetaMural Content underlying such Digital Artwork, and Collection Content, on the Platform, a third party platform, social media posts, blogs, editorials, advertising, market reports, galleries, virtual galleries, museums, virtual environments, editorials, or to the public; (ii) index the Art Content, Non-MetaMural Content and Collection Content in electronic databases, indexes, and catalogues; and (iii) host, store, distribute, and reproduce one or more copies of such Art Content and Collection Content within a distributed file keeping system, node cluster, or other database (e.g., IPFS, Arweave) or cause, direct, or solicit others to do so. For purposes hereof, “Affiliate” means an entity which, directly or indirectly, owns or controls, is owned or is controlled by or is under common ownership or control with MetaMural.

c) Collector Rights

i) The Collector receives a cryptographic token representing the Creator’s Art Content as a piece of property, but does not own the Art Content itself or any intellectual property rights therein. The Collector may display and share the Art Content, but the Collector does not have any legal ownership, right, or title to any copyrights, trademarks, or other intellectual property rights to the Art Content, except the limited license to the Art Content granted by these Terms.

ii) Upon legally collecting and obtaining ownership of any Digital Artwork launched on the Platform, the Collector receives from the seller of such Digital Artwork a limited, worldwide, non-assignable and non-transferable (except as expressly set forth below), non-sublicensable, royalty-free license to display the Art Content underlying such Digital Artwork solely for the Collector’s non-commercial purposes, including the right to display such Art Content privately or publicly: (i) for the purpose of promoting or sharing the Collector’s purchase of, ownership of, or interest in such Digital Artwork, (ii) for the purpose of sharing, promoting, discussing, or commenting on such Art Content; (iii) on third party marketplaces, exchanges, platforms, or applications in association with an offer to sell, or trade, the Digital Artwork; and (iv) within decentralized virtual environments, virtual worlds, virtual galleries, virtual museums, or other navigable and perceivable virtual environments (the “Collector License”). Upon any sale or transfer of the Digital Artwork to another collector, (a) the foregoing license will automatically transfer to such other collector, and such other collector will be deemed the “Collector” (for purposes of such Digital Artwork and the Collector License to the underlying Art Content) and will be subject to these Terms and (b) the seller or transferor of such Digital Artwork will cease to have any further rights to such Art Content.

iii) While the Collector has the right to sell, trade, transfer, or use their Digital Artwork, the Collector may not make commercial use of the Digital Artwork or its underlying Art Content.

iv) If a Collector sells, trades or transfers its Digital Artwork to a subsequent Collector, regardless of whether on or off the Platform, such Collector represents and warrants that it will (i) notify the subsequent Collector of these Terms and (ii) require the subsequent Collector to comply with these Terms.

v) The Collector agrees that it will not, and will not permit any third party to, do or attempt to do any of the foregoing without the Creator’s express prior written consent in each case: (i) modify, distort, mutilate, or perform any other modification to the Art Content which would be prejudicial to the Creator’s honor or reputation; (ii) use the Digital Artwork or underlying Art Content to advertise, market, or sell any third party product or service; (iii) use the Digital Artwork or underlying Art Content 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) incorporate the Digital Artwork or underlying Art Content in movies, videos, video games, or any other forms of media for a commercial purpose, except to the limited extent that such use is expressly permitted by these Terms or solely for Collector’s personal, non-commercial use; (v) sell, distribute for commercial gain, or otherwise commercialize merchandise that includes, contains, or consists of the Digital Artwork or underlying Art Content; (vi) attempt to trademark, copyright, or otherwise acquire additional intellectual property rights in or to the Digital Artwork or underlying Art Content; (vii) attempt to mint, tokenize, or create an additional cryptographic token representing the same Digital Artwork or underlying Art Content, whether on or off of the Platform; (viii) falsify, misrepresent, or conceal the authorship of the Digital Artwork or underlying Art Content; or (ix) otherwise utilize any Art Content or, except as expressly permitted under these Terms, the Digital Artwork for the Collector’s or any third party’s commercial benefit. Collector agrees that it receives no rights to any Collection Content and will not use, copy, distribute or otherwise exploit the Collection Content in any manner.

vi) Digital Artwork on the Platform that was minted on or by a third party platform or service (“Non-MetaMural Artwork”) and the intellectual property rights of the content underlying such Non-MetaMural Artwork (“Non-MetaMural Content”) may be subject to separate license or other terms granted in connection with the initial sale of such Non-MetaMural Artwork (“Non-MetaMural Artwork Terms”), in which case those Non-MetaMural Artwork Terms will govern in connection with such content and materials, provided that in the event of any conflict between the Non-MetaMural Artwork Terms and these Terms that are not specific to a Collector’s rights to use or otherwise exploit the Non-MetaMural Content, these Terms shall govern and control as between you and MetaMural. Subject to the foregoing, if you purchase any Non-MetaMural Artwork, you agree to comply with the Non-MetaMural Artwork Terms.

d) Platform Content, Software, and Trademarks

You acknowledge and agree that the Platform may contain content or features (“Platform Content”) that are protected by copyright, patent, trademark, trade secret or other proprietary rights and laws. Except as expressly authorized by MetaMural, you agree not to modify, copy, frame, scrape, rent, lease, loan, sell, distribute or create derivative works based on the Platform or the Platform Content, in whole or in part. In connection with your use of the Platform you will not engage in or use any data mining, robots, scraping or similar data gathering or extraction methods. If you are blocked by MetaMural from accessing the Platform (including by blocking your IP address), you agree not to implement any measures to circumvent such blocking (e.g., by masking your IP address or using a proxy IP address). Any use of the Platform or the Platform Content other than as specifically authorized herein is strictly prohibited. The technology and software underlying the Platform or distributed in connection therewith are the property of MetaMural, our Affiliates and our partners (the “Software”). 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 Software. Any rights not expressly granted herein are reserved by MetaMural.

The MetaMural name and logos are trademarks and service marks of MetaMural (collectively the “MetaMural Trademarks”). Other company, product, and service names and logos used and displayed via the Platform may be trademarks or service marks of their respective owners who may or may not endorse or be affiliated with or connected to MetaMural. Nothing in these Terms or the Platform should be construed as granting, by implication, estoppel, or otherwise, any license or right to use any of MetaMural Trademarks displayed on the Platform, without our prior written permission in each instance. All goodwill generated from the use of MetaMural Trademarks will inure to our exclusive benefit.

e) Third Party Content

Under no circumstances will MetaMural be liable in any way for any Digital Artwork, Art Content, Collection Content, Non-MetaMural Artwork, Non-MetaMural Content, Collection, or any other content or materials of any third parties (including Users), including, but not limited to, (i) for any errors or omissions in any content or materials, (ii) for infringement or violation of intellectual property or other rights in relation to such content or materials, (iii) for any promises, purported promises, or commitments made by other Users, or (iv) for any loss or damage of any kind incurred as a result of the use of any such content or materials or as a result of reliance on any such promises or commitments. You acknowledge that MetaMural does not pre-screen content, but that MetaMural has the right (but not the obligation) in our sole discretion to refuse or remove any content that is available via the Platform. Without limiting the foregoing, MetaMural has the right to remove any content (and to terminate any licenses granted with respect thereto) that is deemed by MetaMural, in our sole discretion, to violate these Terms or otherwise be objectionable. You agree that you must evaluate, and bear all risks associated with, the use of any content and the purchase of any Digital Artwork (including Non-MetaMural Artwork), including any reliance on the accuracy, completeness, or usefulness of such content.

f) User Content Transmitted Through the Platform

With respect to the Digital Artwork, Art Content, Collection Content, Non-MetaMural Artwork, Non-MetaMural Content, Collection, or any other content or materials you upload through the Platform or share with other users or recipients (collectively, “User Content”), you represent and warrant that you own all right, title and interest in and to such User Content, including, without limitation, all copyrights and rights of publicity contained therein, or otherwise have all necessary rights under applicable law to all materials incorporated in the User Content to engage in Transactions. Excluding Art Content and Collection Content (which are licensed in Section 4(b) above), by uploading any User Content you hereby grant MetaMural and its Affiliates its and their successors a nonexclusive, worldwide, royalty free, fully paid up, transferable, sublicensable, perpetual, irrevocable license to copy, display, upload, perform, distribute, store, modify, transmit and otherwise use your User Content in connection with the operation of the Platform or the promotion, advertising or marketing thereof in any form, medium or technology now known or later developed.

Any questions, comments, suggestions, ideas, feedback or other information about the Platform (“Submissions”), provided by you to MetaMural are non-confidential and MetaMural will be entitled to the unrestricted use and dissemination of these Submissions for any purpose, commercial or otherwise, without acknowledgment or compensation to you.

MetaMural may preserve User Content and may also disclose such content if required to do so by law or in the good faith belief that such preservation or disclosure is reasonably necessary to: (a) comply with legal process, applicable laws or government requests; (b) enforce these Terms; (c) respond to claims that any content violates the rights of third parties; or (d) protect the rights, property, or personal safety of MetaMural, its Users and the public. You understand that the technical processing and transmission of the Platform, including User Content, may involve (i) transmissions over various networks; and (ii) changes to conform and adapt to technical requirements of connecting networks or devices.

g) Copyright Complaints:

MetaMural respects the intellectual property of others, and we ask our Users to do the same. If you believe that your work has been copied in a way that constitutes copyright infringement, or that your intellectual property rights have been otherwise violated, you should notify MetaMural of your infringement claim in accordance with the procedure set forth below. MetaMural will process and investigate notices of alleged infringement and will take appropriate actions under the Digital Millennium Copyright Act (“DMCA”) and other applicable intellectual property laws with respect to any alleged or actual infringement. A notification of claimed copyright infringement should be emailed to MetaMural at the address: art@metamural.io (Subject line: “DMCA Takedown Request”).

To be effective, the notification must be in writing and contain the following information:

h) Counter-Notice

If you believe your User Content that was removed (or to which access was disabled) is not infringing, or that you have the authorization from the copyright owner, the copyright owner’s agent, or pursuant to the law, to upload and use the content in your User Content, you may send a written counter-notice to MetaMural. Your counter-notice must include all the following information:

  1. The material alleged to be infringing, including its location.
  2. A statement by you declaring under penalty of perjury that you have a good-faith belief that the material at issue was either misidentified or mistakenly removed or disabled.
  3. Your name, address, and telephone number.
  4. One of the following two statements:
  1. If you are located within the United States: “I consent to the jurisdiction of the United States federal district court for the judicial district in which my address is located and will accept service of process from the person who provided the notice set forth above or their agent.”
  2. If you are located outside of the United States: “I consent to the jurisdiction of any United States federal district court where MetaMural is located and will accept service of process from the person who provided the notice set forth above or their agent.”
  1. Your physical or electronic signature.

The counter-notice should be emailed to MetaMural at the address: art@metamural.io (Subject line: “DMCA Counter-Notice”). If a counter-notice is received by MetaMural, we will send a copy of the counter-notice to the original complaining party informing that person that it may replace the removed content or cease disabling it in 10 business days. Unless the copyright owner files an action seeking a court order against the content provider, member or user, the removed content may be replaced, or access to it restored, in 10 to 14 business days or more after receipt of the counter-notice.

i) Repeat Infringer Policy

In accordance with the DMCA and other applicable law, MetaMural has adopted a policy of terminating, in appropriate circumstances and at MetaMural's sole discretion, Users who are deemed to be repeat infringers. MetaMural may also at its sole discretion (i) limit access to the Platform and/or terminate the memberships of any Users who infringe any intellectual property rights of others, whether or not there is any repeat infringement and (ii) terminate any Collector License related to a DMCA takedown notice.

j) User Agrees to Cooperate with MetaMural

Creator expressly agrees to refund to the Collector and/or MetaMural, at MetaMural’s direction, the entire portion of Fees (as defined below) received from the sale of any Digital Artwork that was subsequently removed from the Platform pursuant to an effective DMCA request to which the Creator failed to timely submit an effective DMCA Counternotification. MetaMural will not be held liable to any User for removing allegedly infringing works from the Platform or otherwise fulfilling its legal obligations under the DMCA.

Creators, Collectors, and all Users expressly agree to cooperate and timely respond to MetaMural’s investigations, requests, and inquiries related to DMCA disputes or allegations of infringement.

5) What Fees does MetaMural charge?

Fees and Royalties. You agree and understand that all fees, commissions, royalties, and other compensation (“Fees”) are in consideration of MetaMural's provision of the Platform hereunder (including minting and/or listing NFTs) and such Fees will be transferred, processed, or initiated directly through one or more of the smart contracts on the Ethereum blockchain network.

The Fees for an initial sale on the Platform of Digital Artwork launched on the Platform (“Initial Sale”) is as follows:

The Fees for a secondary sale on the Platform of Digital Artwork launched on the Platform (“Secondary Sale”) is as follows:

The Fees for a secondary sale on the Platform of an Artwork not minted on MetaMural (“Non-MetaMural Artwork Secondary Sale”) is as follows:

MetaMural cannot guarantee any royalty for a secondary sale outside the Platform of Digital Artwork launched on the Platform.

With respect to any Fees which are to be received by a Creator with respect to any NFTs, MetaMural is not responsible for the Creator's ability to collect any Fees for transactions occurring outside of the Platform. Users irrevocably releases, acquits, and forever discharges MetaMural and its Affiliates and its and their officers and successors of any liability for royalties, fines, or fees not received from any transaction outside of the Platform. 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, and thus every Transaction occurring on the Platform. The value of the Gas Fee changes, often unpredictably, and is entirely outside of the control of MetaMural. 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.

Mint. The collector is responsible for the gas fees of the mint associated with the work they purchase on the Platform.

Split. Creators can share earnings from the sale of Digital Artwork launched on the Platform.

Taxes. Users are responsible to pay any and all sales, use, value-added and other taxes, duties, and assessments now or hereafter claimed or imposed by any governmental authority, “associated with your use of the Platform (including, without limitation, any taxes that may become payable as the result of your ownership, transfer, purchase, sale, or creation of any artworks).

6) What about my privacy?

Before using the Service or submitting any personal information to MetaMural, please review this Privacy Policy carefully and contact us if you have any questions. By using the Service, you agree to the practices described in this Privacy Policy. If you do not agree to this Privacy Policy, please do not access the Site or otherwise use the Service. Our privacy policy is a part of these Terms. Please review the terms of the Privacy Policy, which also governs the Platform and informs Users of our data collection practices.

Personal Information Collection

Personal Information You Provide: We collect the following categories of information from you:

Internet Activity Information: When you visit, use, and interact with the Service, we may automatically log the following information:

     We may use the following technologies to collect Internet Activity Information:

Personal Information We Collect from Publicly Available Sources: We may collect identification information about you from publicly available blockchain networks, such as the Ethereum blockchain.

Personal Information Use

We use your personal information for the following purposes:

Service Delivery, including to:

Communicating with You, including to:

Service Improvement, including to:

Marketing and Advertising, including for:

Compliance and Protection, including to:

Personal Information Sharing

Our Sharing: We may share personal information with:

Your Sharing: Your transactions through the Service will be recorded on the blockchain and associated with your wallet ID.

Children

Our Service is not directed to children who are under the age of 16. MetaMural does not knowingly collect personal information from children under the age of 16. If we learn that we have collected personal information from a child under the age of 16 without the consent of the child’s parent or guardian as required by law, we will delete that information.

 Links to Other Websites

The Service may contain links to other websites not operated or controlled by MetaMural, including social media services (“Third Party Sites”). The information that you share with Third Party Sites will be governed by the specific privacy policies and terms of service of the Third Party Sites and not by this Privacy Policy. By providing these links we do not imply that we endorse or have reviewed these sites. Please contact the Third Party Sites directly for information on their privacy practices and policies.

 Security

We employ a number of technical, organizational and physical safeguards designed to protect the personal information we collect. However, no security measures are failsafe and we cannot guarantee the security of your personal information and you use the Service at your own risk.

Your Choices

Update or Correct Personal Information: You can contact us and request any updates or corrections needed to keep your personal information accurate, current, and complete.

Opt Out of Marketing Communications: You may opt out of marketing communications by following the unsubscribe instructions in any marketing email we send you. Please note, however, that you may continue to receive communications as described in the Communicating with You section after opting out of marketing communications.

Changes to the Privacy Policy

The Service and our business may change from time to time. As a result we may change this Privacy Policy at any time. When we do we will post an updated version on this page, unless another type of notice is required by applicable law. By continuing to use our Service or providing us with personal information after we have posted an updated Privacy Policy, or notified you by other means if applicable, you consent to the revised Privacy Policy and the practices described in it.

7) Other Legal Terms

a) Indemnity and Release: To the extent permitted under applicable law, you agree to release, indemnify and hold MetaMural and its Affiliates and their officers, employees, directors and agents (collectively, “Indemnitees”) harmless from any from any and all losses, damages, expenses, including reasonable attorneys’ fees, rights, claims, actions of any kind and injury (including death) arising out of or relating to your use of the Platform, any User Content, your connection to the Platform, your violation of these Terms or your violation of any rights of another. You further agree that MetaMural shall have control of the defense or settlement of any third party claims against it. If you are a California resident, you waive California Civil Code Section 1542, which says: “A general release does not extend to claims that the creditor or releasing party does not know or suspect to exist in his or her favor at the time of executing the release and that, if known by him or her, would have materially affected his or her settlement with the debtor or released party.” If you are a resident of another jurisdiction, you waive any comparable statute or doctrine.

b) Disclaimer of Warranties: Transactions, including but not limited to Initial Sales, Secondary Sales, Non-MetaMural Artwork Secondary 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 (i.e., "forks"), which can adversely affect the smart contracts and may expose you to a risk of total loss, forfeiture of your digital currency or Digital Artwork, or lost opportunities to buy or sell Digital Artwork. YOUR USE OF THE PLATFORM IS AT YOUR SOLE RISK. THE PLATFORM IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. YOU AGREE THAT METAMURAL AND ALL INDEMNITEES WILL HAVE NO RESPONSIBILITY OR LIABILITY TO YOU IF (A) YOU ARE UNABLE TO LOCATE OR USE YOUR CREDENTIALS, (B) YOUR RIGHTS TO ANY DIGITAL ARTWORK, ART CONTENT OR COLLECTION CONTENT ARE TERMINATED OR (C) ANY THIRD PARTY MAKES ANY CLAIM AGAINST YOU IN RELATION TO ANY DIGITAL ARTWORK, ART CONTENT OR COLLECTION CONTENT, INCLUDING ANY CLAIM OF INFRINGEMENT OR VIOLATION OF INTELLECTUAL PROPERTY OR OTHER RIGHTS. METAMURAL EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT.

METAMURAL 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, METAMURAL DISCLAIMS ALL OTHER WARRANTIES OR CONDITIONS, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT. (IV) METAMURAL WILL NOT BE LIABLE FOR ANY LOSS OF ANY KIND FROM ANY ACTION TAKEN OR TAKEN IN RELIANCE ON MATERIAL OR INFORMATION, CONTAINED ON THE SERVICE. WHILE METAMURAL ATTEMPTS TO MAKE YOUR ACCESS TO AND USE OF THE SERVICE SAFE, METAMURAL CANNOT AND DOES NOT REPRESENT OR WARRANT THAT THE SERVICE, CONTENT, CONTENT LINKED TO OR ASSOCIATED WITH ANY NFTS, OR ANY NFTS YOU INTERACT WITH USING OUR SERVICE OR OUR SERVICE PROVIDERS’ SERVERS ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. (V) WE CANNOT GUARANTEE THE SECURITY OF ANY DATA THAT YOU DISCLOSE ONLINE. NO ADVICE OR INFORMATION, WHETHER ORAL OR OBTAINED FROM THE METAMURAL PARTIES OR THROUGH THE SERVICE, WILL CREATE ANY WARRANTY OR REPRESENTATION NOT EXPRESSLY MADE HEREIN. (VI)YOU ACCEPT THE INHERENT SECURITY RISKS OF PROVIDING INFORMATION AND DEALING ONLINE OVER THE INTERNET AND WILL NOT HOLD METAMURAL RESPONSIBLE FOR ANY BREACH OF SECURITY. (VII) WE WILL NOT BE RESPONSIBLE OR LIABLE TO YOU FOR ANY LOSS AND TAKE NO RESPONSIBILITY FOR, AND WILL NOT BE LIABLE TO YOU FOR, ANY USE OF NFTS, CONTENT, AND/OR CONTENT LINKED TO OR ASSOCIATED WITH NFTS, INCLUDING BUT NOT LIMITED TO ANY LOSSES, DAMAGES, OR CLAIMS ARISING FROM: (A) USER ERROR, INCORRECTLY CONSTRUCTED TRANSACTIONS, OR MISTYPED ADDRESSES; (B) SERVER FAILURE OR DATA LOSS; (C) UNAUTHORIZED ACCESS OR USE; (D) ANY UNAUTHORIZED THIRD-PARTY ACTIVITIES, INCLUDING WITHOUT LIMITATION THE USE OF VIRUSES, PHISHING, BRUTEFORCING OR OTHER MEANS OF ATTACK AGAINST THE SERVICE OR NFTS.

NFTS EXIST ONLY BY VIRTUE OF THE OWNERSHIP RECORD MAINTAINED IN THE ASSOCIATED BLOCKCHAIN (E.G., ETHEREUM NETWORK). ANY TRANSFERS OR SALES OCCUR ON THE ASSOCIATED BLOCKCHAIN (E.G., ETHEREUM). METAMURAL AND/OR ANY OTHER METAMURAL PARTY CANNOT EFFECT OR OTHERWISE CONTROL THE TRANSFER OF TITLE OR RIGHT IN ANY NFTS OR UNDERLYING OR ASSOCIATED CONTENT OR ITEMS.
NO METAMURAL PARTY IS RESPONSIBLE OR LIABLE FOR ANY SUSTAINED LOSSES OR INJURY DUE TO VULNERABILITY OR ANY KIND OF FAILURE, ABNORMAL BEHAVIOR OF SOFTWARE (E.G., WALLET, SMART CONTRACT), BLOCKCHAINS OR ANY OTHER FEATURES OF THE NFTS. NO METAMURAL PARTY IS RESPONSIBLE FOR LOSSES OR INJURY DUE TO LATE REPORTS BY DEVELOPERS OR REPRESENTATIVES (OR NO REPORT AT ALL) OF ANY ISSUES WITH THE BLOCKCHAIN SUPPORTING THE NFTS, INCLUDING FORKS, TECHNICAL NODE ISSUES OR ANY OTHER ISSUES HAVING LOSSES OR INJURY AS A RESULT.

Some jurisdictions do not allow the exclusion of implied warranties in contracts with consumers, so the above exclusion may not apply to you.

  1. Assumption of Risk
    You accept and acknowledge:

c) Limitation of Liability: YOU EXPRESSLY UNDERSTAND AND AGREE THAT METAMURAL WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY DAMAGES, OR DAMAGES FOR LOSS OF PROFITS INCLUDING BUT NOT LIMITED TO, LOSS IN VALUE OF ANY DIGITAL ARTWORK, DAMAGES FOR LOSS OF GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES (EVEN IF METAMURAL HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), WHETHER BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY OR OTHERWISE, RESULTING FROM: (I) THE USE OR THE INABILITY TO USE THE PLATFORM; (II) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS AND PLATFORMS RESULTING FROM ANY DIGITAL ARTWORK, GOODS, DATA, INFORMATION OR PLATFORMS PURCHASED OR OBTAINED OR MESSAGES RECEIVED OR TRANSACTIONS ENTERED INTO THROUGH OR FROM THE PLATFORM; (III) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA; (IV) STATEMENTS OR CONDUCT OF ANY THIRD PARTY ON THE PLATFORM; OR (V) ANY OTHER MATTER RELATING TO THE PLATFORM. IN NO EVENT WILL METAMURAL’S TOTAL LIABILITY TO YOU FOR ALL DAMAGES, LOSSES OR CAUSES OF ACTION EXCEED THE AMOUNT YOU HAVE PAID METAMURAL IN THE LAST SIX (6) MONTHS, OR, IF GREATER, ONE HUNDRED DOLLARS ($100).

d) Beta Platforms. Certain features on the Platform may be offered while still in “beta” form (“Beta Platforms”). MetaMural will utilize best efforts to identify the Beta Platforms by labeling on its Platform. By accepting these Terms or using the Beta Platforms, you understand and acknowledge that the Beta Platforms are being provided as a “beta” version and made available on an “as is” or “as available” basis. The Beta Platforms may contain bugs, errors, and other problems. YOU ASSUME ALL RISKS AND ALL COSTS ASSOCIATED WITH YOUR USE OF THE BETA PLATFORMS, INCLUDING, WITHOUT LIMITATION, ANY INTERNET ACCESS FEES, BACK-UP EXPENSES, COSTS INCURRED FOR THE USE OF YOUR DEVICE AND PERIPHERALS, AND ANY DAMAGE TO ANY EQUIPMENT, SOFTWARE, INFORMATION OR DATA. In addition, we are not obligated to provide any maintenance, technical, or other support for the Beta Platforms.

SOME JURISDICTIONS DO NOT ALLOW THE DISCLAIMER OR EXCLUSION OF CERTAIN WARRANTIES OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES. ACCORDINGLY, SOME OF THE ABOVE LIMITATIONS SET FORTH ABOVE MAY NOT APPLY TO YOU OR BE ENFORCEABLE WITH RESPECT TO YOU. IF YOU ARE DISSATISFIED WITH ANY PORTION OF THE PLATFORM OR WITH THESE TERMS OF PLATFORM, YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE USE OF THE PLATFORM.

IF YOU ARE A USER FROM NEW JERSEY, THE FOREGOING SECTIONS TITLED “INDEMNITY AND RELEASE”, “DISCLAIMER OF WARRANTIES” AND “LIMITATION OF LIABILITY” ARE INTENDED TO BE ONLY AS BROAD AS IS PERMITTED UNDER THE LAWS OF THE STATE OF NEW JERSEY. IF ANY PORTION OF THESE SECTIONS IS HELD TO BE INVALID UNDER THE LAWS OF THE STATE OF NEW JERSEY, THE INVALIDITY OF SUCH PORTION SHALL NOT AFFECT THE VALIDITY OF THE REMAINING PORTIONS OF THE APPLICABLE SECTIONS.

8) MetaMural’s termination rights.

You agree that MetaMural, in its sole discretion, may suspend or terminate your account (or any part thereof) or use of the Platform and remove and discard any content within the Platform, for any reason, including, without limitation, for lack of use or if MetaMural believes that you have violated or acted inconsistently with the letter or spirit of these Terms. Any suspected fraudulent, abusive or illegal activity that may be grounds for termination of your use of the Platform may be referred to appropriate law enforcement authorities. MetaMural may also in its sole discretion and at any time discontinue providing the Platform, or any part thereof, with or without notice. You agree that any termination of your access to the Platform under any provision of these Terms may be effected without prior notice, and acknowledge and agree that MetaMural may immediately deactivate or delete your account and all related information and files in your account and/or bar any further access to such files or the Platform. Further, you agree that MetaMural will not be liable to you or any third party for any termination of your access to the Platform.

9) We do not get involved with User disputes.

You agree that you are solely responsible for your interactions with any other Users, Galleries, Creators, and Collectors in connection with the Platform and MetaMural will have no liability or responsibility with respect thereto. MetaMural reserves the right, but has no obligation, to become involved in any way with disputes between you and any other User of the Platform.

10) General Legal Terms

These Terms constitute the entire agreement between you and MetaMural and govern your use of the Platform, superseding any prior agreements between you and MetaMural with respect to the Platform. You also may be subject to additional terms and conditions that may apply when you use affiliate or third party services, third party content or third party software. These Terms will be governed by the laws of the State of California without regard to its conflict of law provisions. With respect to any disputes or claims not subject to arbitration, as set forth above, you and MetaMural agree to submit to the personal and exclusive jurisdiction of the state and federal courts located within San Francisco County, California. The failure of MetaMural to exercise or enforce any right or provision of these Terms will not constitute a waiver of such right or provision. If any provision of these Terms is found by a court of competent jurisdiction to be invalid, the parties nevertheless agree that the court should endeavor to give effect to the parties’ intentions as reflected in the provision, and the other provisions of these Terms remain in full force and effect. A printed version of this agreement and of any notice given in electronic form will be admissible in judicial or administrative proceedings based upon or relating to this agreement to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form. You may not assign the Terms without the prior written consent of MetaMural, but MetaMural may assign or transfer these Terms, in whole or in part, without restriction. The section titles in these Terms are for convenience only and have no legal or contractual effect. Notices to you may be made via either email or regular mail. MetaMural may also provide notices to you of changes to these Terms or other matters by displaying notices or links to notices generally on the Platform.

11) Your Privacy

At MetaMural, we respect the privacy of our Users. For details please see our Privacy Policy. By using the Platform, you consent to our collection and use of personal data as outlined therein.

12) Notice for California Users

Under California Civil Code Section 1789.3, users of the Platform from California are entitled to the following specific consumer rights notice: The Complaint Assistance Unit of the Division of Consumer Platforms of the California Department of Consumer Affairs may be contacted in writing at 1625 North Market Blvd., Suite N 112, Sacramento, CA 95834, or by telephone at (916) 445-1254 or (800) 952-5210. You may contact us at Metamural, Inc., 1810 Jackson Street, Suite 2, San Francisco, CA 94109.

Dispute Resolution By Binding Arbitration: PLEASE READ THIS SECTION CAREFULLY AS IT AFFECTS YOUR RIGHTS. 


MetaMural Terms of Service Updates

These updated Terms went into effect on July 23, 2022 and apply to all users, galleries, creators, collectors, digital artworks, and collections on MetaMural on or after that date.