Artist Terms

This is not a contract, but rather terms strongly suggested that, if followed, will help the platform work best for you. We can only guarantee the success of our algorithms, tracking tools, and AI if terms and guidelines are followed.

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ATO PLATFORM TERMS OF USELast Updated: February 17, 2022

PLEASE READ THE TERMS OF USE SET FORTH BELOW CAREFULLY AS THEY ARE A BINDING AGREEMENT BETWEEN YOU AND ATO PLATFORM, CONTAIN IMPORTANT INFORMATION, AND AFFECT YOUR LEGAL RIGHTS. USE OR ACCESS OF THE ATO PLATFORM IS YOUR BINDING ACCEPTANCE OF THESE TERMS OF USE.1. Welcome
Welcome to ATO Platform, a platform for artists and other users to create a permanent record of ownership and assists in the remittance of a resale royalty to the artist on secondary market sales, which is owned and operated by NOW ART Co. (“ATO Platform,” “we,” “us,” or “our”). We intend to allow users to register artworks, to view information regarding artworks, to record the transfer of artworks, and to facilitate the payment of a resale royalty to the artist of record. We are excited to work with those who share our passion to transform the art market and create an equitable solution for the new arts ecosystem. For purposes of these Terms of Use (the “Terms”), the words “User”, “you”, and “your”, means you as the User of the Platform or services, on your own behalf or as an authorized representative of a company or other entity. These Terms govern your access to and use of the ATO Platform website(s) currently located at the domain atoplatform.com, platform(s), and marketplace(s), including, without limitation, successor websites or applications thereto, and any other related tools, software, mobile applications, decentralized applications, smart contracts, APIs software, features, or functionalities we provide, including without limitation to view, explore, and at your own discretion, to connect directly with others to sell or transfer your ATO Platform Artworks (each an “Artwork”) as ATO Platform is NOT an ecommerce or sales site that supports the sale of artwork rather it is designed to perform tracking, notifications of records, sales, internet data, and request royalties on your behalf (all of the foregoing, the “Platform”).These Terms set forth the legally binding terms and conditions that govern your use of the Platform. By accessing or using the Platform, you are accepting these Terms and you represent and warrant that you have the right, authority, and capacity to enter into these Terms (on behalf of yourself or the company or entity that you represent). In addition to the Terms set forth below, certain features of the Platform are subject to other guidelines, policies, terms, and rules, including without limitation any applicable License Agreement. By accessing or using the Platform, in addition to these Terms, you also expressly agree to all of these additional guidelines, policies, terms, and rules, which are incorporated by reference into these Terms. If you do not agree with all of the provisions of these Terms, you are prohibited from accessing or using Platform or Services.AS OUTLINED MORE FULLY IN THE “GOVERNING LAW AND DISPUTE RESOLUTION” SECTION BELOW, THESE TERMS INCLUDE AN ARBITRATION AGREEMENT WHICH WILL, WITH LIMITED EXCEPTIONS, REQUIRE DISPUTES BETWEEN YOU AND ATO PLATFORM TO BE SUBMITTED TO BINDING AND FINAL ARBITRATION. YOU WILL ONLY BE PERMITTED TO PURSUE CLAIMS AND SEEK RELIEF AGAINST US ON AN INDIVIDUAL BASIS, NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY CLASS OR REPRESENTATIVE ACTION OR PROCEEDING AND YOU ARE WAIVING YOUR RIGHT TO SEEK RELIEF IN A COURT OF LAW AND TO HAVE A JURY TRIAL ON YOUR CLAIMS.BY CLICKING TO ACCEPT AND/OR USING OUR SERVICE, YOU AGREE TO BE BOUND BY ALL OF THE PROVISIONS OF THESE TERMS AND ALL OF ATO PLATFORM’S ADDITIONAL GUIDELINES, POLICIES, TERMS, AND RULES, INCORPORATED HEREIN BY REFERENCE. IF YOU DO NOT AGREE TO THESE TERMS, YOU MAY NOT ACCESS OR USE THE PLATFORM.2. Amendment
ATO Platform reserves the right to change or modify these Terms at any time without notice in our sole discretion. If we make changes to these Terms, we will provide notice of such changes by updating the "Last Updated" date at the beginning of these Terms. By continuing to access or use the Platform, you confirm your acceptance of the revised Terms and all of the guidelines, policies, terms, and rules incorporated therein by reference. We encourage you to review these Terms frequently to ensure that you understand the terms and conditions that apply when you access or use the Platform and you acknowledge and agree that it is your responsibility to review these Terms and to be aware of any changes. If you do not agree to the revised Terms, you may not access or use the Platform.We reserve the sole right to either modify, suspend, or discontinue the Platform, including any features therein, at any time, with or without notice to you. We shall not be liable to you or any third-party should we exercise such right. Modifications may include the implementation of fee-based services or changes to the existing pricing structure. Any new features that augment or enhance existing services on the Platform shall also be subject to these Terms.3. Eligibility
In order to be eligible to use the Platform, you represent and warrant that: (a) you are at least eighteen years of age, as the Platform is not intended for minors and may contain art that includes nudity or other graphic or literary content that some people may consider offensive; (b) you have not previously been suspended or removed from the Platform; (c) your use of the Platform is in compliance with all applicable laws, rules, and regulations; (d) you are able to form legally binding contracts under applicable law; (e) you are not located in a country that is subject to a U.S. government embargo and you have not been identified as a Specially Designated National or placed on any U.S. government list of prohibited, sanctioned, or restricted parties; and (f) you have agreed to be bound by all of the provisions of these Terms.4. Accessing the Platform
4a. User Accounts
In order to use the Platform, you may be required to create a user account (your “Account”) by choosing a username and password or through a third-party application (your “Log-in”). You are solely responsible for protecting the security and confidentiality of your Log-in, and you are solely responsible for all activity that occurs on your account including any resulting financial obligations. Please immediately notify us of any unauthorized use of your Log-in. You understand and agree that we may make available on the Platform your User profile. In addition, you may be allowed to navigate to your own User Profile to view and manage your User settings, such as Log-in, Account Information and Payment Settings. You agree to ATO Platform's collection, use and disclosure of your personal information in accordance with the Privacy Policy as amended from time to time.You acknowledge that you are solely responsible for maintaining the confidentiality of your Log-in. You may not transfer or share your account with anyone, and we reserve the right to immediately terminate your account in the event of any unauthorized transfer or sharing of your account. You agree to notify us immediately if your account has been compromised.4b. Revocable License
We grant you a limited, personal, non-exclusive, non-transferable, revocable license to access and use the Platform, subject to the Terms. This license does not include the right to collect or use information contained on the Platform for purposes prohibited by ATO Platform; to compete with ATO Platform; to create derivative works based on the content of the Platform; or download or copy the Platform (other than page caching).Any attempt by you to transfer any of the rights, duties or obligations hereunder, except as expressly provided for in the Terms, is null and void.5. Registration of Artwork
5a. Registration by Individual User
A User may request to register Artwork on the Platform, that the User owns by providing the requested information related to the Artwork, such as title, media, dimensions, previously used registry numbers, year created, one or more photographs or video of the Artwork (the “Artwork Information”). If the Artist is not the owner of the Artwork, we may also require the approval of the Artist. We may allow you to update the Artwork Information through the Platform. We may review any such update and may, in our discretion, prevent or reverse any such update.5b. Registration by Gallery User
Any Artwork registered by a Gallery User on behalf of an Artist is deemed to be consigned by the Artist to the gallery unless and until the Artist notifies ATO Platform that the Artist did not authorize such registration.5c. Removing a Registered Artwork
We will only remove an Artwork from the Platform if the Artist requests that the Artwork be de-registered and every other person entitled to receive amounts with respect to the Purchase of the Artwork pursuant to the applicable Purchase Agreement, consents in writing to de-register such Artwork.5d. Verification.
You acknowledge and agree that all Artwork and any additional information provided in connection with an Artwork is subject to review and verification by ATO Platform. We are entitled to rely on your representations under these Terms and on any information that you may provide in connection with an Artwork, but we reserve the right to prevent or cancel a registration, and remove the registered Artwork from the Platform, for any reason, including if we determine, upon review of such information and any title, deed or other searches as we may from time to time conduct, that (a) the Artwork does not constitute an Artwork as defined under these Terms, (b) any Artwork Information provided is inaccurate or does not accurately represent the Artwork, including its content, quality or condition, (c) the Artwork is a forgery, (d) the designated artist is not the creator of the Artwork, (e) the current Owner of such Artwork does not have unencumbered title to the Artwork, (f) the current Owner of such Artwork does not have an unencumbered right to consign or Purchase the Artwork, (g) registration, consignment or Purchase of such Artwork is in violation of any intellectual property right, (h) the registered Artwork is or will be used on the Platform for purposes of money laundering or any other act or omission contrary to applicable law or regulation or (i) registration of such Artwork or any activity in relation to such Artwork is otherwise in breach of these Terms. We assume no liability for any Artwork or related information by conducting, or failing to conduct, one or more reviews. We assume no liability resulting from our decision to remove an Artwork from the Platform. ATO Platform disclaims all responsibility for any information or material circumstances that may have changed since ATO Platform conducted its Verification in the event that ATO Platform did so, for the inaccuracy or incompleteness of any Verification that ATO Platform conducts, for ATO Platform’s failure to conduct Verification, and for any information upon which ATO Platform may rely in conducting Verification. ATO PLATFORM WILL HAVE NO LIABILITY FOR REMOVING AN ARTWORK FROM THE SITE FOR ANY REASON OR NO REASON, INCLUDING IF ATO PLATFORM DETERMINES, IN ITS SOLE DISCRETION THAT THE ARTWORK DOES NOT MEET ATO PLATFORM’S STANDARDS FOR REGISTRATION ON THE SITE.5e. Artworks with Physical Certificates.
If an Artwork includes a physical certificate, you will include a complete copy of that certificate with the Artwork’s documentation upon registration. Failure to include a complete copy of a physical certificate with an Artwork upon registration constitutes your representation, warranty and covenant to ATO Platform and to Buyers that no such physical certificate exists, and that, in the event one later appears, it will in no way affect these Terms or any Purchase Agreement. In the event of am irresolvable conflict between any Pre-existing Artwork Terms and the Terms or Purchase Agreement, the Pre-existing Artwork Terms will control solely to the extent they are readily apparent in the documentation for the Artwork as registered on the Platform, and all other terms of the ATO Platform-issued Certificate will continue to apply. Subject to the foregoing, you agree that that the ATO Platform-issued Certificate will be the authoritative document regarding title to, ownership of and authenticity of the corresponding.5f. Exclusive Use
You agree to exclusively use the Platform for purposes of transferring title to any artwork registered on the Platform. Accordingly, you acknowledge and agree that you will not consign or Purchase any such Artwork in any way at any time without using the Platform. You understand that any User that is a Buyer of any such Artwork will also be bound by exclusivity with respect to such Artwork. We will, however, release you or such User from such exclusivity with respect to a given Artwork in the event that we remove such Artwork from the Platform. In addition, we may, in our discretion, release you or such User from the exclusivity with respect to a given Artwork upon request by you or such User in the event of extenuating circumstances, as determined by us on a case-by-case basis in our sole discretion.6. Purchase of Artwork
6a. Process
A User may use the Platform: (i) as Seller, to record the Purchase of any of such User’s Artworks to a Buyer; or (ii) as Buyer, to record the purchase or otherwise receive an Artwork through a Purchase from a Seller. Both the Seller and Buyer must have unique User Accounts. Once a prospective Seller has notified ATO Platfrom of the deal terms, the Platform will generate a Purchase Agreement. After the Buyer has signed the Purchase Agreement, the Seller may initiate title transfer through the Platform at any time. Once the prospective Seller has initiated title transfer and ATO Platform has confirmed that all parties have been paid in accordance with the Purchase Agreement, ATO Platform will approve the Purchase by recording the change in title ownership on the blockchain record. As between Seller and ATO Platform, unless otherwise agreed in a writing signed by both of them, Seller will be liable for all fees associated with the Purchase, including the Resale Royalty.6b. Purchase Agreement
All Purchases of Artwork will be governed by these Terms together with a Purchase Agreement signed by the Artwork’s Artist, ATO Platform, Seller, and Buyer. If there is a conflict between these Terms and a Purchase Agreement, the terms of such Purchase Agreement will prevail with respect to any corresponding Purchase.6c. Artist’s Resale Royalty
Paragraph 6c will only apply to the Owner of the Artwork if the Owner is the Artist of that Artwork.The Artist may receive a resale royalty on the secondary sales of the Artist’s Artwork as set forth in the Purchase Agreement (the “Resale Royalty”). The Resale Royalty is determined as a percentage of the final sales price as specified in the Purchase Agreement based on the final sales price as specified in the Purchase Agreement based on the schedule of the following which is subject to change {9.50% on artwork resold from $1 to
$50,000; 7.50% on artwork resold from $50,001 to $250,000; 6.00% on art from $250,001 to
$1,000,000; 5.00% on art from $1,000,001 and up}. You agree that if a User Purchases your Artwork to a third party other than through the Platform, we will not be liable to you for any Resale Royalty unless we later collect a corresponding amount from the breaching Seller. Whether we attempt to enforce these Terms against any such breaching Seller will be up to us in our sole discretion.

6d. Effect of Resale Rights Laws
Paragraph 6d will only apply to the Owner of the Artwork if the Owner is the Artist of that Artwork.You acknowledge that your contractual right to receive Resale Royalty under Purchase Agreements is separate from whatever rights you may have under resale rights laws. As such, Resale Rights Laws do not affect your contractual right to receive Resale Royalty. Likewise, your receipt of Resale Royalty does not affect your right to receive amounts under resale rights laws, except to the extent that such laws account for your receipt of contractually-based amounts. But because resale rights laws and the Resale Royalty share the same purpose—namely, to allow artists to participate in the secondary markets for their works—and to avoid providing windfalls at the expense of Buyers, we may reduce the Resale Royalty by the amounts paid by Buyers under the relevant resale rights laws. In addition, if we receive evidence that a Buyer has paid an amount under Resale Rights Laws with respect to the Purchase of your Artwork after we’ve paid you a Resale Royalty corresponding to that Purchase, you will reimburse the Buyer the amount they actually paid under the relevant resale rights laws.6e. Purchase Fees
Primary sales are subject to a fee minimum of USD $1.00. Except as otherwise provided in these Terms or the applicable Purchase Agreement, each Purchase of Artwork following its Primary Sale is subject to the Resale Royalty, which must be submitted to ATO Platform before the title change will be recorded on the Platform. ATO Platform will retain an Administrative Fee of 20% of the Resale Royalty. The remainder of the Resale Royalty will be remitted to the Artist or as otherwise designated in the Purchase Agreement. We may, in our discretion, waive the Administrative Fee.6f. Representations and Warranties
You represent, warrant, and covenant to us and to all other Users that: (i) all Artwork Information is accurate and accurately represents the Artwork, including the content, quality and condition of such Artwork, and has not been altered or otherwise tampered with; (ii) the Artist is the creator of the Artwork; (iii) the Artwork is not a forgery; (iv) you hold unencumbered title to the Artwork; (v) you have an unencumbered right to consign and Purchase the Artwork; (vi) your use of the Platform, including the registration, consignment or Purchase the Artwork through the Platform, is not in violation of any intellectual property right; (vii) you have not used and will not use the Platform for the purposes of money laundering or any other act or omission contrary to applicable law or regulation; (viii) you have not consigned, sold, donated or otherwise transferred and will not consign, sell, donate or otherwise transfer title to the Artwork at any time without using the Platform; and (ix) your use of the Platform is otherwise in compliance with these Terms. You acknowledge and agree that you are solely responsible for any damages incurred by any User, including any Consignee or Buyer of the registered Artwork or a third party arising out of or in connection with your breach of any representation, warranty, or covenant contained in this paragraph.6g. Unclaimed Royalties
If ATO Platform remains unable to locate an Artist or User for purposes of paying out any amount due to such Artist or User for more than seven years after such amount was earned, such amount will be claimed by ATO Platform for discretionary purposes, including charitable donation.6h. No Refunds or Credits
We have no obligation to provide refunds or credits but may grant them in certain circumstances, as a result of specific refund guarantee promotions, or to correct errors made by us, in each case, in our sole discretion.6i. Non-U.S. Currency Transactions
If a transaction is conducted in a currency other than United States dollars, we will record and treat the transaction for all purposes under these Terms as if it had been conducted in United States dollars converted at the applicable rate provided by the US Treasury Reporting Rates of Exchange from the office of the Secretary of the Treasury at the time of the transaction.6j. Taxes
You are solely responsible for understanding and evaluating any tax liability related to actions you take on the Platform, including with respect to the Purchase of an Artwork. You are solely responsible for determining the need to report any such Purchases pursuant to the requirements of local, state, or federal law. ATO Platform cannot and does not offer tax advice to Users, nor does ATO Platform provide any tax documentation to Users; ATO Platform recommends that you consult with a tax advisor for such advice and documentation. You are solely responsible for any taxes arising from your use of the Platform and any Content contained therein, excluding taxes based on our income. ATO Platform disclaims any responsibility for the foregoing, and you agree to indemnify and hold ATO Platform harmless against such taxes or contributions. As used herein, “taxes” will mean all taxes, charges, fees, encumbrances, liens, customs, duties or other assessments, however denominated, including any interest, penalties, additions to tax or additional taxes that may become payable in respect thereof, imposed by the United States government, any state, local or foreign government, or any agency or political subdivision of any such government.7. Communications
You may choose to post or submit comments, bug reports, ideas, data, questions, suggestions, or other feedback to ATO Platform (“Feedback”). Except where specifically indicated otherwise, any Feedback is, and will be treated as, non-confidential and non-proprietary. By submitting any Feedback, you agree that we are free to use such Feedback at our discretion and without any compensation to you, and to disclose such Feedback to third parties. You hereby grant us a perpetual, irrevocable, non-exclusive, worldwide license under all rights necessary for us to incorporate and use your Feedback for any lawful purpose.By using the Platform, you consent to receive electronic communications from ATO Platform (e.g., via email, push notification, text messages, or other types of messages). You understand that you are not required to consent to the receipt of promotional communications as a condition of using the Platform. You may opt out of these communications (with the possible exception of important service announcements and administrative messages) by following the unsubscribe instructions provided on the Platform.8. Ownership and Intellectual Property Protection8a. ATO Platform’s Intellectual Property
The Platform is owned and operated by ATO Platform. the Platform and all elements thereof, including without limitation user interfaces, design, layout, its “look and feel,” content, information, the ATO Platform name and logo, all text, graphics, logos, images, photographs, systems, methods, data, software, scripts, code, algorithms, sounds, and other media or information contained on the Platform, and the selection, compilation, or arrangement thereof (all of the foregoing, the “Intellectual Property”), are the exclusive property of ATO Platform and its third-party licensors and affiliates, who own all legal right, title, and interest in and to all Intellectual Property, and which are protected by copyright, trademark, trade dress and other U.S. and international laws or treaties relating to intellectual property, and may be subject to other restrictions as well, including, without limitation moral rights, rights of privacy, and rights of publicity under applicable law. ATO Platform and third-party owners of all Intellectual Property on the Platform expressly reserve all rights, including without limitation copyright and the right to make derivative works, in whole and in part, throughout the world, in the Platform, and all elements embodied within the Platform. Nothing contained on the Platform in or these Terms grants or should be construed as granting, by implication, estoppel, or otherwise, any right or license to any Intellectual Property without the prior written permission of ATO Platform or any third-party owner, and you agree not to take any action(s) inconsistent with such ownership interests.While we welcome your Feedback, you acknowledge and agree that any contribution of Feedback does not and will not give or grant you any right, title, or interest in the Platform or in any such Feedback. You hereby assign to ATO Platform any and all rights, titles, and interests (including, but not limited to, any patent, copyright, trade secret, trademark, show-how, know-how, moral rights, and any and all other intellectual property rights) that you may have in and to any and all Feedback.ATO Platform fully supports the protection of intellectual property and is committed to complying with and adhering to all applicable laws, including, without limitation, copyright laws. If you believe that the Platform contains elements that infringe your copyrights or other intellectual property rights, please follow the procedures set forth in the “DMCA” section of these Terms.8b. Licensing Your Content to ATO Platform.
You will continue to retain ownership of the content you upload to and share on the Platform. You grant to us a non-exclusive, perpetual, irrevocable, worldwide, sublicensable, transferable, royalty-free, fully paid-up license to reproduce, distribute, prepare derivative works based upon, publicly perform, publicly display, digitally transmit, and otherwise use your User Content for purposes of (a) operating the Platform, including in connection with integrations of the Platform with third-party platforms and services, (b) scholarship, research or academic or internal uses, and (c) subject to your consent on a case-by-case basis, marketing the Platform.9. DMCA
For purposes of the Digital Millennium Copyright Act, 17 U.S.C. § 512 (the "DMCA"), ATO Platform has designated an agent (the “Designated Agent”) for notification of claimed infringement with the United States Copyright Office in accordance with the terms of the DMCA and reserves the right to avail itself of the protections of the DMCA. ATO Platform also reserves the right to remove any content from the Platform at any time for any reason, including without limitation any content alleged to infringe any third-party copyright, and reserves the right to terminate a user's access to the Platform if the user is determined, in ATO Platform’s sole discretion, to be a repeat infringer or otherwise violating the intellectual property rights of others.10. DMCA Notification Procedure
If you are a copyright owner or an agent thereof and believe in good faith that any content on the Platform infringes upon your copyrights, you may submit a notification to our Designated Agent with the following information in writing:• A physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed;• Identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled and information reasonably sufficient to permit ATO Platform to locate the material, or, if multiple works on the Platform are covered by a single notification, a representative list of such works on the Platform;• Information reasonably sufficient to permit ATO Platform to contact you, such as an address, telephone number, and, if available, an email address;• A statement that you have a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or pursuant to applicable law; and• A statement, under penalty of perjury, that the information in the notification is accurate and that you are authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.Please note that we will forward your notice of intellectual property infringement, including your contact information, to the party who will have their content removed so they understand why it is no longer available on the ATO Platform and to contact you to resolve any dispute.10a. DMCA Counter-Notification Procedure. If you believe in good faith that a notice of copyright infringement has been wrongly filed with ATO Platform against you, that your content was removed (or access to it was disabled), is not infringing, or that you have the authorization from the copyright owner, the copyright owner’s agent, or pursuant to applicable law, you may send a counter-notice containing the following information to ourDesignated Agent:• Your physical or electronic signature;
• Identification of the content that has been removed or to which access has been disabled and the location at which the content appeared before it was removed or disabled;
• A statement that you have a good faith belief that the content was removed or disabled as a result of a mistake or a misidentification of the content; and
• Information reasonably sufficient to permit ATO Platform to contact you, such as an address, telephone number, and, if available, an email address and a statement that you shall accept service of process from the person who provided notification of the alleged infringement.Notices and counter-notices with respect to the Platform must be in writing and directed by email to the Designated Agent at contact@atoplatform.com and/or by regular mail to Copyright Agent, ATO Platform, 1080 Miami Ave, suite 501, Miami FL 33131 Attn: DMCA Notice. ATO Platform provides this contact information for purposes of the DMCA only and reserves the right to respond only to correspondence that is relevant to the purposes of DMCA compliance. We suggest that you consult your legal advisor before serving a notice or counter-notice. Also, be aware that there can be penalties for false claims under the DMCA.11. Third-Party Links and Services
The Platform may contain links or functionality to access or use third-party websites and applications or otherwise display, include, or make available content, data, information, databases, websites, documents, software, services, or materials from third parties (“Third Party Materials”). When you click on a link to, or access and use, Third Party Materials, though we may not warn you that you have left our Platform, you are subject to the terms and conditions (including privacy policies) of another website or destination. Such Third-Party Materials are not under the control of ATO Platform and ATO Platform is not responsible or liable for any Third-Party Materials, including without limitation the accuracy, copyright compliance, legality, decency, errors or omissions in any references, or any other aspect of the content of such Third-Party Materials. ATO Platform provides links to these Third Party Materials as a convenience only and does not review, approve, monitor, endorse, warrant, or make any representations with respect to Third Party Materials, or their products or services, and a link or reference to any third party or Third Party Materials by name, trademark, manufacturer, supplier, or otherwise does not constitute or imply endorsement, recommendation, sponsorship, association, or any affiliation with the linked Third Party Materials. You use and access all Third-Party Materials entirely at your own risk.You acknowledge and agree that third Party Materials such as wallets are not operated by, maintained by, or affiliated with ATO Platform, and ATO Platform does not have custody or control over the contents of your wallet and has no ability to retrieve or transfer its contents. ATO Platform 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 Platform 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 wallet and we are not liable for any acts or omissions by you in connection with your wallet being compromised.

12. User Conduct
You are solely responsible for your transactions, posts, and transmissions through the Platform. Accordingly, you represent and warrant the following:• You will not reproduce, duplicate, copy, imitate, modify, alter, create derivative works from, display, perform, publish, distribute, disseminate, broadcast, download, transmit, repost, sell, resell, or circulate to any third party (including, without limitation on or via a third-party website or platform), or otherwise use, the Platform or any portion thereof for any commercial purpose whatsoever;
• You will not alter, modify, remove, delete, or conceal, in whole or in part, any copyright, trademark, service mark, or other notices contained on the Platform or on any images or other content made available on the Platform;• You will not use any metatags or other “hidden text” utilizing “ATO Platform” or any other name, trademark or product, or service name of ATO Platform or our affiliates or licensors without our prior written permission.
• You will not use, post, link to, upload, reproduce, email, send, create or display, store on the Platform, or otherwise transmit or make accessible on or through the Platform any unlawful, harassing, defamatory, libelous, abusive, threatening, deceptive, fraudulent, false, obscene, scandalous, inflammatory, profane, or pornographic material, or material that promotes suicide or self-harm or which incites racism, bigotry, hatred, harassment, discrimination, disparagement or physical harm of any kind against any individual or class of individuals, “doxes” any individual, or is otherwise objectionable, or any material that infringes, misappropriates, or encourages infringement or misappropriation of, the intellectual property or confidentiality of another, or is invasive of another's privacy rights or which exploits children under eighteen years of age or which we, in our sole judgment and discretion, consider illegal, offensive, or objectionable.• You will not tamper with, hack, modify, alter, interfere with, disrupt, compromise, or otherwise corrupt the integrity of the network, security, performance, or functionality of the Platform or any of the data therein or engage in any conduct, including without limitation through disseminating any software or interacting with any API, that could damage, disable, overburden, impose an unreasonable or disproportionally large load on the Platform’s infrastructure, or impair the functioning of the Platform in any manner, bypass or ignore instructions or measures that control, prevent, or restrict access to the Platform, direct traffic through multiple IP addresses, obfuscate the source of the traffic you send to ATO Platform, or use the Platform in any manner that could interfere with, disrupt, negatively affect, or inhibit other users from fully enjoying the Platform, or attempt to gain unauthorized access to the Platform or related systems or networks;• You will not reverse engineer, disassemble, decompile, duplicate, decode, create derivative works from, or otherwise attempt to derive the source code of the Platform;
• You will not use the Platform or data collected from our Platform for any advertising or direct marketing activity (including without limitation email marketing, SMS marketing, and telemarketing), or access or use the Platform to build or develop competitive products or services;• You will not use, post, link to, upload, reproduce, email, send, create or display, store on the Platform or otherwise transmit or make accessible on or through the Platform any material containing software viruses, worms, spyware, Trojan horses, invalid data, or other code, files, software agents, or programs intended to modify, destroy, disrupt, limit, alter, interfere with, or otherwise impair the features, functionality, maintenance, or operation of any computer software or hardware or telecommunications equipment;• You will not solicit passwords or other personal information from other users or engage in spamming or the distribution of other unsolicited messages (including without limitation chain letters, pyramid schemes, or sending unwanted materials to other users), flooding, harvesting of email addresses or other personal information, spoofing or otherwise impersonating any person or entity, such as another user or any of our personnel, falsely stating or otherwise misrepresenting your identity or affiliation, or forging any TCP/IP packet header or any part of the header information in any email or other posting, use or attempt to use another user’s account without authorization, pose as another person or entity, impersonate another person, misrepresent your affiliation with another person or entity, or make any representation to us or any third party under false pretenses;• You will not use any data mining, robot, spider, crawler, scraper, script, browser extension, offline reader, or any other automated means or interface not authorized by us to access, copy, index, process, and/or store any material made available on or through the Platform;• You are responsible for keeping your Account Information up to date and ensuring that it is accurate, such as name, email address, physical address, phone number, payment information, and other information that we may require from time to time.
• You will not claim ATO Platform username for the purpose of reselling it or otherwise engage in name squatting;• You will not access the Platform from an address or account if we have blocked any of your other addresses or accounts from accessing the Platform unless you have our prior written permission;• You will not use the Platform to carry out any financial activities subject to registration or licensing, including but not limited to creating, selling, or buying securities, commodities, options, or debt instruments, to create, sell, or buy NFTs or other items that give owners rights to participate in an ICO or any securities offering, or that are redeemable for securities, commodities, or other financial instruments, or to engage in price manipulation, fraud, or other deceptive, misleading, or manipulative activity;• Your use of the Platform does not violate these Terms or any applicable law, rule, or regulation, and you will not use the Platform for any fraudulent or illegal purpose, including without limitation violation of any applicable local, state, national, or international law, rule, or regulation, including without limitation laws governing financial services, export control, gambling, money laundering, terrorist financing or other illicit finance, fraudulently obtained or stolen property, and intellectual property, or in any manner which could constitute or encourage conduct that would be considered a violation of these Terms, a criminal offense, may give rise to civil liability, or otherwise violate any applicable law, rule, or regulation;• You are not located in a country that is subject to a U.S. government embargo and you have not been identified as a Specially Designated National or placed on any U.S. government list of prohibited, sanctioned, or restricted parties, and you may not be able to access all or some of the Platform outside of the United States, and that access may not be legal by certain persons or in certain countries;• You will not use the Platform from a country sanctioned by the U.S. government or to facilitate transactions involving individuals sanctioned by the U.S. government or located in sanctioned countries, and you are otherwise legally permitted to use the services in your jurisdiction and that ATO Platform is not liable for your compliance with such applicable laws;13. Termination of Use; Violation of these Terms
We reserve the right to terminate or suspend your access to all or part of the Platform, in our sole discretion, with or without notice and for any reason, including, without limitation if we believe that your conduct fails to conform with these Terms. Upon termination or suspension, regardless of the reasons therefore, your right to use the Platform immediately ceases, and you acknowledge and agree that we may immediately deactivate or delete your account and bar any further access to this Platform.We reserve the right to investigate and take any action ATO Platform deems appropriate, including without limitation to seek criminal or civil liability, with or without notice, against anyone who, in ATO Platform’s sole discretion, violates, is suspected of violating, or who aids or facilitates the violation or suspected violation of these Terms, and to involve and fully cooperate with any law enforcement authorities or court order in connection with such violation or suspected violation of these Terms or for any alleged or actual illegal activities involving the Platform. ATO Platform 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, rule, or regulation dictates, or to investigate a potential violation of these Terms. In such cases, ATO Platform, in its sole discretion, may disable your Account and block your ability to access the Platform until such additional information and documents are processed by ATO Platform. If you do not provide complete and accurate information in response to such a request, ATO Platform may refuse to restore your access to the Platform.14. No Warranties; Disclaimers; Limitations of Liability
While ATO Platform uses reasonable efforts to include accurate and up-to-date information on the Platform, ATO Platform makes no representations or warranties whatsoever as to its accuracy, functionality, or operation and your use of the Platform is entirely at your own risk. Although this Platform may be accessible worldwide, we make no representation that the Platform is appropriate or available for use in locations outside the United States and accessing them from territories where their contents are illegal is prohibited. Those who choose to access the Platform from other locations do so on their own initiative and are responsible for compliance with local laws, rules, and regulations. Any service or information available through this Platform is void where prohibited. ATO Platform assumes no liability or responsibility for any errors or omissions on the Platform and you understand and agree that, to the fullest extent permissible by law, ATO Platform and its licensors, suppliers, service providers, or any other party involved in creating, producing, delivering, or maintaining the Platform shall not be liable for any loss or damage of any kind in connection with or arising out of your access to, or use of, the Platform, or from these Terms.Accordingly, and without limiting the foregoing and to the fullest extent permitted by law, THE PLATFORM IS PROVIDED ON AN "AS IS" AND “AS AVAILABLE” BASIS, WITHOUT ANY REPRESENTATION, WARRANTY, OR CONDITION OF ANY KIND, EITHER EXPRESS, STATUTORY, OR IMPLIED, INCLUDING WITHOUT LIMITATION THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND/OR NON-INFRINGEMENT, AND ANY WARRANTIES ARISING FROM COURSE OF DEALING, COURSE OF PERFORMANCE OR TRADE USAGE, OR ANY GUARANTY OR ASSURANCE THE PLATFORM WILL BE AVAILABLE FOR USE, OR THAT ANY PRODUCTS, FEATURES, FUNCTIONS, SERVICES, OR OPERATIONS WILL BE AVAILABLE OR PERFORM AS DESCRIBED, THAT THE PLATFORM WILL BE ERROR OR DEFECT-FREE, SAFE UNINTERRUPTED, COMPLETELY SECURE, RELIABLE, ACCURATE, OR THAT ERRORS CAN OR WILL BE CORRECTED, AND ATO PLATFORM ASSUMES NO RESPONSIBILITY, AND IN NO EVENT SHALL BE LIABLE TO, ANY USER OR THIRD PARTY FOR ANY INDIRECT, INCIDENTAL, PUNITIVE, SPECIAL, OR CONSEQUENTIAL DAMAGES OF ANY KIND WHATSOEVER ARISING OUT OF OR RELATING TO THESE TERMS OR THE PLATFORM, INCLUDING WITHOUT LIMITATION LOSS OF OR DAMAGE TO DATA, LOSS OF PROFITS, OR OTHER ECONOMIC LOSS, ANY DIRECT OR INDIRECT LOSS OF SAVINGS, REVENUE, BUSINESS OPPORTUNITY, GOODWILL, OR REPUTATION, AND WHETHER IN CONTRACT, TORT OR ON ANY THEORY OF LIABILITY, EVEN IF ATO PLATFORM HAS BEEN ADVISED OF SUCH CLAIM, OR ANY ACCIDENTS OR INJURIES, MALICIOUS CODE, DELAYS, INACCURACIES, ERRORS, OMISSIONS, DAMAGES TO, OR VIRUSES OR WORMS OR OTHER CONTENT THAT MAY INFECT YOUR COMPUTER, TELECOMMUNICATIONS EQUIPMENT, OR OTHER PROPERTY ARISING OUT OF YOUR ACCESS TO OR USE OF THE PLATFORM.YOU UNDERSTAND, ACKNOWLEDGE, AND AGREE THAT YOU ARE ASSUMING THE ENTIRE RISK AS TO THE QUALITY, ACCURACY, PERFORMANCE, TIMELINESS, ADEQUACY, COMPLETENESS, CORRECTNESS, AUTHENTICITY, SECURITY, AND VALIDITY OF ANY AND ALL FEATURES AND FUNCTIONS OF THE PLATFORM AND IN CONNECTION WITH YOUR USE OF THE PLATFORM OR ANY PORTION THEREOF AND THAT IT IS YOUR RESPONSIBILITY TO EVALUATE THE ACCURACY, COMPLETENESS, AND POSSIBLE USEFULNESS OF ANY INFORMATION AVAILABLE ON OR THROUGH THE PLATFORM.15. Indemnification
You agreed to indemnify, defend and hold ATO Platform, its licensors and affiliates, and their respective officers, directors, employees and agents, harmless from and against any claims, causes, allegations, costs, expenses, fees, judgments, liabilities, losses and damages (including reasonable attorneys’ fees) arising out of or relating to your use or operation of the Platform and your content or Feedback. We reserve the right to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you will cooperate with us in asserting any available defenses.

16. Governing Law and Dispute Resolution
The Platform (excluding links to web sites operated by others) is controlled and operated by ATO Platform from the State of New York and is not intended to subject ATO Platform to the laws or jurisdiction of any state, country or territory other than the United States. Although ATO Platform has made no effort to publish the Platform elsewhere, it is accessible in all fifty U.S. states and in other countries due to its online presence. As each of these states and countries have laws which may differ from those of New York and from each other, and as you and ATO Platform both benefit from establishing a predictable legal environment in which to publish, access, and use the Platform, by accessing, and/or using the Platform you expressly agree that all matters arising from or relating to the use and operation of the Platform or these Terms will be governed by the internal laws of the State of New York, without regard to its conflict of laws principles which may lead to the application of the law of another jurisdiction.The parties mutually agree that any and all disputes, claims or controversies arising out of or relating to the Platform and/or these Terms (“Claims”) shall be submitted to JAMS, or its successor, for individual, final, and binding arbitration in the State of New York pursuant to its Streamlined Arbitration Rules and Procedures, including Rules 16.1 and 16.2 of those Rules. The Federal Arbitration Act (FAA) governs application and interpretation of this arbitration provision and any question as to the breach, termination, enforcement, interpretation or validity thereof, including the determination of the scope or applicability of this agreement to arbitrate, shall be determined by arbitration. In the event of any Claim, you consent to accept service of any process via electronic mail to the email address that you register with ATO Platform; for the avoidance of doubt, you explicitly waive any requirements for or rights to foreign service of process under the Hague Service Convention or other applicable law or treaty and expressly acknowledge that this mutual agreement to arbitrate means limits on pre-hearing discovery and a waiver of a right to a jury trial as well as a waiver of the right to participate in any class action lawsuits, class-wide arbitrations, private attorney-general actions, any action combining individual proceedings without the consent of all parties, and any other proceeding where someone acts in a representative capacity. Judgment on any award may be entered in any court having jurisdiction. This clause shall not preclude parties from seeking provisional remedies in aid of arbitration from a court of appropriate jurisdiction. The arbitrator shall, in the award, allocate all or part of the costs of the arbitration, including the fees of the arbitrator and the reasonable attorneys’ fees of the prevailing party, plus interest at the rate authorized by law, to the non-prevailing party. You waive any objection which you may have now or hereafter to the laying of venue in New York or the exclusive jurisdiction of JAMS over you. Any Claim brought by you against us or our affiliates must be instituted within one year after the Claim arises or be deemed forever waived and barred.If you are not a United States domiciliary and if the foregoing provision is unenforceable pursuant to the governing law of your jurisdiction, then the terms of the foregoing provision shall be applicable herein to the fullest extent permissible by law, and any dispute arising from your use of the Platform and/or these Terms will be finally settled by arbitration under the Rules of Arbitration of the International Chamber of Commerce then in effect, by one arbitrator appointed in accordance with such Rules, and such arbitration shall be the exclusive method to settle any such dispute. The arbitration award, as well as any other decision of the arbitrator (including any conservative or interim measures), shall be final, non-appealable, binding and executory. The arbitration shall be conducted in the English language and it shall have its seat in New York, New York, USA. Judgment on the arbitrator’s decision may be entered in, and enforced by, any court having jurisdiction over the party against which an award is entered or over such party’s assets, and the parties hereby irrevocably waive any defense and any objection to the exercise of jurisdiction by such courts, based on international comity, improper venue or forum non-convenient.The Platform is only a means of connecting Users for purposes of Purchasing title to Artworks and creating a record of such Purchases, and except to the extent, if any, that we serve as a platform among Users to facilitate the Purchase of title in Artworks and creating a record of such Purchases, we do not take part in the interaction between or among Users. As a result of our limited involvement in the actual contact between or among Users, in the event that you have a dispute with any Users, you hereby release us, and our officers, directors, employees, agents, investors, subsidiaries and contractors from any and all claims, demands or damages (actual or consequential) of every kind and nature, known and unknown, suspected and unsuspected, disclosed and undisclosed, arising out of or in any way connected with such disputes. We expressly disclaim any liability for claims that may arise between or among Users of the Site. 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.” You waive any other similar provision of applicable law that applies to you.17. Miscellaneous
In addition to any excuse provided by applicable law, we shall be excused from liability for nondelivery or delay in delivery of the Platform arising from any event beyond our reasonable control, whether or not foreseeable, including without limitation labor disturbance, war, fire, accident, adverse weather, inability to secure transportation, governmental act or regulation and other causes or events beyond our reasonable control, whether or not similar to those which are enumerated above.If any part of these Terms is held invalid or unenforceable, that portion shall be construed in a manner consistent with applicable law to reflect, as nearly as possible, the original intentions of the parties, and the remaining portions shall remain in full force and effect. Any failure by us to enforce or exercise any provision of these Terms or related rights shall not constitute a waiver of that right or provision.18. Questions?
Questions about the Platform or these Terms can be directed to:By Email: contact@atoplatform.com
By Mail: 1080 Miami Ave, Suite 501, Miami FL, 33131