NFT Exhibition Pollicy
Commencement Date means the date on which this Policy shall commence as specified in 1. Schedule
NFT means Non-fungible Token, a unit of data stored on a digital ledger, called a Blockchain, that certifies a digital asset to be unique and therefore not interchangeable;
Purpose means the limited purpose set out in Schedule 1, for which the Matigan is authorized to use the Art pursuant to this Policy.
Schedule means Schedule 1 to this Policy.
2. Interpretation
2.1 The clause headings are for ease of reference only and shall not affect the interpretation or construction of this Policy. Any reference to an enactment includes reference to it as already amended and induces a reference to any repealed enactment which it may reenact, with or without amendment, and to any future re-enactment and/or amendment of it which modifies, consolidates, or replaces it in whole or in part whether expressly or by implication.
3. Grant of License
3.1 1n consideration of the payments to be made by the Matigan to the Artist under clause 5, the Artist grants to the Matigan unlimited permission to Create an NFT with the above-described Art in perpetuity without expectation of receiving additional compensation.
3.2 Artist retains the right to aim for original authorship of the Artwork as it was created. Matigan will provide credit to Artist whenever possible. Artist relinquishes, the right, to reproduce Artwork as any additional NFT format if found in violation, Matigan may use all options under the law to recoup what it may consider lost revenue.
3.3 Artist can’t sell those pieces as NFT mentioned in the Policy while holding this contract with the gallery.
3.4 This Policy shall automatically terminate with the death of the Artist or the Gallery becomes bankrupt or insolvent.
4. Conditions of Use
4.1 The Matigan undertakes that:
(a) It shall use the Art only in relation to the Purpose specified in Schedule 1.
(b) It shall conform to any statutory or other regulatory requirements in respect of them which may be applicable from time to time within the Territory including without limitation securing all third-party permissions and clearances as may be necessary to enable the Matigan to exercise the rights granted under this Policy;
(c) It shall not amend. adapt, use or position the Art so as to suggest that the Artist or any of the persons appearing in the Art endorse any commercial product or service or any political party or belief or use tobacco or alcohol or drugs;
(d) Will not distribute, sell, license, or sub-license, let, trade, or expose for sale the Art (other than the NFT) to a third party,
4.2 Nothing contained in this Policy shall entitle the Matigan to use the Art as part of any corporate business or trading name or style of the Matigan.
4.3 The Matigan shall not alter in any way the Art except to the extent absolutely necessary to exercise the rights granted under this Policy provided always that any intellectual property rights arising in respect of the alterations shall vest in the Artist.
4.4 The Matigan shall accord credit on any use or reproduction of the Art in the name of the Artist and shall agree with all other parties who display the Art for the NFT sale that they shall accord us the same credit, However, any inadvertent failure by the Matigan to accord such credit and any failure by any third party to accord such credit shall not comminute a breach of this Policy by Matigan provided that the Matigan uses reasonable endeavors to remedy any such failure that the Artist make the Matigan aware of, as soon as reasonably practicable and on a prospective basis only, provided that the Matigan i, not required to recall any print or other material already ordered nor incur any legal costs or expenses.
4.5 The Art, in its original state, may be photographed or re-produced by Matigan for advertising and marketing purposes. Matigan agrees that all promotions shall be dignified and in keeping with the Artist’s reputation as a respected professional
4.6 The Artist irrevocably grants Matigan the exclusive right to include the Image in its Catalog(s), postcard(s), educational material(s), and inclusion on its website, and for other promotional materials and opportunities.
4.7 The Artist shall have no artistic control over the Matigan’s adaptations or alterations to the Artwork as it relates to this Policy. All adaptation/ alteration decisions shall be made solely by Matigan’s representatives for the purposes of the application outlined in the Scope of Work in this Policy.
4.8 In case of the security issue, hacking, either on Matigan’s website or Rarible’s website the Matigan has no responsibility for any harm occurring.
(a) TERMINATION OF CONTRACT. Notwithstanding any other provision of this Policy, this Policy may be terminated at any time by either Gallery or Artist, by means of notification of termination from either party to the other. Upon the notification of termination, all accounts shall be settled and all unsold Artworks shall be returned. In the event of the Artist’s death, the estate of the Artist shall have the right to terminate the Policy.
5. Payment
5.1 The fee for participating in the NFT exhibition is 16 euros for the pieces that already participated in the BlackLivesMatter Matigan Online exhibition in 2020. The works would be on sale for an unlimited time until the Matigan or the Artist decides to stop.
The fee covers the time and online space on Matigan.com website,
5.3 After the final sale, the gas fee based on the updated version of Blockchain, the percentage of the Raible and Matigan, and the vat Tax would be deducted, hence the Artist when considering a price for each of the pieces, she should have that in mind. The Artist can ask for suggestions from Matigan.
5.2 The license granted under this Policy will not commence until the receipt of the payment under Clause 5.1 above by the Artist.
5.3 Matigan will have no additional financial liabilities or royalties due to the Artist outside of the agreed-upon license fee and commission.
5.4 The Matigan will receive 22 % of the sale price from the sale of the NFT and Rarible 2.5 %. The Matigan is not responsible for market fluctuations within the Blockchain.
5.5 The Matigan will hold the sale proceeds for the Artist after the sale. The Matigan is required to make payment to the Artist within 7 days from the date of receiving the sale proceeds (after deducting the commission.
5.6 The Fee and Commission set out in Schedule 1 is exclusive of VAT. If the Matigan is obliged by law to deduct a withholding tax on the Fee it will provide the Artist with a valid deduction certificate to enable the Artist to obtain the benefit of any relevant double taxation treaty.
5.7 Artist can set a percentage of loyalty for her works and Matigan will take 0.7 percent.
After the sale, the artist will get the payment in digital currency on the Raible website uses.
6. Warranty and Indemnity
6.1 The Artist warrants and undertakes that:
(a) That the Artist is the exclusive owner of any and all rights in and to the Art and that no other individual or entity may claim any rights, title, and/or interest in and to said, Art;
(b) The Art will contain nothing that will infringe any rights of any third party, nor be contrary to any law, nor does it contain any obscene, blasphemous, or defamatory matter, and its exploitation shall not place any person in contempt of court nor in breach of any provision of any statute; and
(c) The Artist is not aware, having made full and reasonable inquiry, of any claim by any third party that the Art or any preexisting material incorporating the Art or included within the Art, or the exploitation of the Art by either party, has infringed or will infringe any rights of any third party and the Artist agrees that the Artist shall immediately inform the Matigan if the Artist becomes aware of any such claim
6.2 The Artist undertakes and agrees to identify and hold the Matigan harmless from all and any claims, actions, proceedings, demands, obligations, liabilities, losses, costs, charges, damages, fines, judgments, assessments, penalties, and other expenses, incurred or suffered by the Matigan as a result of or arising from any act or omission of the Artist under this Policy, or at law.
6.3 Artist hereby waives in favor of Matigan and all its assignee, and successors in the title all moral rights in the Art to which the Artist may be entitled under the relevant intellectual property regulations as amended from time to time to the extent necessary for us to exploit the license granted under this Policy
7. Ownership
7.1 The Matigan recognizes that the Artist is the sole and exclusive owner in the Territory of all right, title, and interest in the Art and all copies of the Art; and shall not at any time do or suffer to be done any act or thing which is likely to in any way prejudice the Artist’s title.
7.2 The Matigan further agrees that:
(b) It shall include in its advertisements and other media statements to the effect that the Artist is the owner of the Art.
8. Assignments and Other Dealings
8.1 Neither party shall have the right to assign this Policy without the prior written consent of the other party.
9. Entire Policy
9.1 This Policy contains the entire Policy between the parties regarding the subject matter of this Policy, and there are no other promises or conditions in any other Policy, whether oral or written.
10. Severability
10.1 Each provision of this Policy and each part of any provision shall be severable.
10.2 If any provision or term of this Policy shall become or be declared illegal, invalid, or unenforceable for any reason whatsoever the term or provision shall be devisable from this Policy and shall be deemed to be deleted from this
10.3 If any provision or term of this Policy shall become or be declared illegal, invalid, or unenforceable for any reason whatsoever the term or provision shall be devisable from this Policy and shall be deemed to be deleted from this Policy provided always that if the deletion substantially affects or alters the commercial basis of this Policy the parties shall negotiate in good faith to amend or modify the provisions and terms of this Policy as may be necessary or desirable in the circumstances (such Policy not to be unreasonably withheld or delayed by either party).
11. Waivers and Amendments
11.1 No failure or delay by the Artist in exercising any right, power, or privilege under this Policy including (but not limited to) the right to terminate this Policy under clause 13 shall operate as a waiver of that right, power or privilege, nor shall any single or partial exercise by the Artist of any right, power or privilege preclude any further exercise of any other right, power or privilege.
11.2 The rights and remedies provided for are cumulative and not exclusive of any rights and remedies provided by law,
11.3 No provision of this Policy may be amended, modified, waived, discharged or terminated otherwise than by the express written Policy of the parties to this Policy nor may any breach of any provision of this Policy be waived or discharged except with the express written consent of the party not in breach,
12. Governing Law and Jurisdiction
12.1. The parties shall use all reasonable endeavors to resolve any dispute amicably and in good faith. This document is governed by and is to be construed in accordance with German law. All disputes controversy, differences, or claims arising out of or in connection with this document, including any question regarding its existence, validity, or termination, or any dispute regarding non-contractual obligations shall be finally settled under the arbitration rules of the Berlin Court of International Arbitration by one or more arbitrators appointed in accordance with the said rules. The seat of Arbitration shall be Berlin.