These Terms of Use (the “Terms”) and all policies posted on our website set out the terms on which Known Origin Labs Ltd (trading as KnownOrigin.io) offers you access to and use of our websites, Smart Contracts, mobile applications, web applications, decentralized applications, API or any other service which KnownOrigin.io operates (collectively ‘Services’). All policies are incorporated into these Terms. You agree to comply with all of the above and all the matters as set out in these Terms when accessing or using our Services. For information regarding the processing of personal data, please see our Privacy Policy.

Please read these terms carefully. They set out your rights and responsibilities when you use the Services, and other important information.

You are entering into a contract with KnownOrigin Labs Limited, a company incorporated in England and Wales with company number 13047869 and registered address at Ascendis Unit 3, Building 2, The Colony Wilmslow, Altrincham Road, Wilmslow, Cheshire, SK9 4LY, United Kingdom (“KnownOrigin.io”, “we, “our” or “us”).

You accept these Terms in the following ways:

When you accept these Terms, that means that you agree to be legally bound by them.

Please note that we can change these Terms in our sole discretion and at any time. We do this in accordance with Section 15 below.

If you are a business/company are you are using our Services or the App, by accepting these Terms you are confirming to us that you have the legal authority to accept these Terms on that business/company’s behalf. If you do not have that authority, you must not use our Services or the App.

If you use our Services or the App, you also confirm that you are at least 18 years old.

If you do not agree to these Terms, you must not access or use the Services or the App.

KnownOrigin.io is a distributed application, functioning as a marketplace, that runs on the Ethereum network, using specially-developed smart contracts that provide an immutable ledger of all transactions that occur on KnownOrigin.io (“Smart Contracts”). Using these Smart Contracts, users can create, buy, transfer and trade unique digital asset s in the form of a non-fungible token (“NFT”).

KnownOrigin.io is not involved in the actual transaction between buyers and sellers on the marketplace. We are an administrative platform that facilitates transactions between a buyer and a seller. The contract for the sale is directly between buyer and seller.

We have no control over, and do not guarantee the existence, quality, safety or legality of, items advertised; the ability of sellers to sell items; the ability of buyers to pay for items; or that a buyer or seller will actually complete a transaction.

In this respect, you acknowledge and agree that KnownOrigin.io is a non-custodial software provider that has developed this distributed and decentralized environment where you can autonomously and directly access the App without any involvement whatsoever by KnownOrigin.io or any third party.

The easiest way to use the App is via a ‘web 3’ enabled web browser, for example, Google Chrome or Brave.

Once you have installed your browser, an example of a way to make it ‘web 3’ is to install a browser extension called MetaMask. MetaMask is a free electronic wallet, which allows you to purchase, store, and engage in transactions using the Ethereum cryptocurrency, ether. Note that we never have access to any private keys or cryptocurrency held in wallets.

You will not be able to engage in any transactions on the App other than through your web 3 compatible browser. The App will only recognise you as a user, and you will only be able to interact with the App, if your wallet is connected and unlocked through your MetaMask (or other third party web 3 wallet) account. There is no other way to sign up as a user, or to interact directly with the App.

The App gives you the option to use, amongst others, MetaMask, WalletConnect, Portis or Fortmatic to connect your account to your web 3 compatible browser.

Transactions that take place on the App are managed and confirmed via the Ethereum blockchain. You understand that your Ethereum public address will be made publicly visible whenever you engage in a transaction on the App.

Any transactions on the App are facilitated and run by MetaMask, WalletConnect, Fortis or Portmatic or the other web 3 compatible browser you have chosen. These transactions are governed by the terms and conditions of those other browsers.

You must create an account with KnownOrigin.io to use the Services or the App. We will ask you certain information for the account to be created. By creating an account, you agree to provide accurate, current and complete account information about yourself, and to maintain and promptly update, as necessary, your account information. For further information on how we use that information, please see our Privacy Policy.

You understand that your KnownOrigin.io account is limited solely to you. You agree that you will not grant access, in any way, to any person without our prior written permission.

You understand that you are solely responsible for maintaining the security of your account and control over any usernames, private keys, or any other authentications or codes that you use to access the Services. Any unauthorised access to your account could result in the loss or theft of Tokens and/or funds in any linked accounts. You understand and agree that you will not hold us responsible for managing and maintaining the security of your account and your MetaMask, wallet (or other Ethereum wallets and accounts). You further understand and agree that we are not responsible (and you will not hold us responsible) for any unauthorised access to, or use of, your account or your MetaMask wallet (or other Ethereum wallets and accounts).

You alone are responsible for monitoring your account. If you notice any unauthorised or suspicious activity in your account, please notify us immediately at [email protected].

On KnownOrigin.io, users can create limited-edition digital items. These items include original visual artwork, animations, audio and photographs (the “Content”).

This Content is owned by the user that created them (the “Artist”). When an Artist creates Content, this Content is linked to a token (the “Token”). It is the Token that represents the title of that item, and this is what a buyer will own (you will own the Token as a whole, but the Content which forms part of the Token is owned solely by the Artist). This is explained more in Section 10 below about intellectual property rights.

Users must apply to our “Artist Network” before they can create Tokens. To apply to be an Artist, a user must:

Not all applications to join the Artist Network are successful and we make no guarantees that an application will be accepted.

The Tokens can be sold or transferred to other people. When a Token is purchased or transferred by a person, the Ethereum token that it represents is automatically transferred to that person’s Ethereum address.

If you are an Artist, you understand and agree that:

In particular, as an Artist, you will not infringe the copyright, trademark, patent, moral, database or other intellectual property rights (the “Intellectual Property Rights”) that belong to other people when you create any Content.

We reserve the right, in our sole discretion, to prohibit you from uploading Tokens. Although we are not required to monitor the Content created by Artists, we may, in our sole discretion, remove or delist Content at any time and for any reason without notice. We may monitor the Content created by Artists to detect and prevent fraudulent activity or violation of these Terms.

In the event that you choose to burn Tokens (e.g. by sending them to the zero address ) you agree to bear the entire cost of any blockchain fees (such as Gas) as well as the responsibility of burning them. We are not able to burn Tokens on your behalf.

Owning a Token is just like owning a physical artwork, like an original painting or a print. In owning a Token, you understand that no intellectual property rights in the Content on the Token are passed on to you from the Artist (including the ability to produce the Content commercially or create merchandise from the Content).

Furthermore, by downloading Content via KnownOrigin.io or directly from the Interplanetary File System, this does not give you any intellectual property rights in that Content.

To enjoy the full benefits of owning a Token, you must make every effort to verify the original artist of the Content. While we take all reasonable efforts to ensure that all Content created on the App is done so by the original artist, we shall not be held liable if someone, in breach of these Terms, creates Tokens which includes Content of which they are not the original artist.

If you believe that any Content hosted on the website infringes your or someone elses’ intellectual property rights, please let us know at [email protected].

It is our policy to terminate or suspend the accounts of repeat infringers.

If you elect to purchase, trade, or create art on the App, or with or from other users via the App, any financial transactions that you engage in will be conducted solely through the Ethereum network via MetaMask (or other Ethereum-compatible wallets and browsers). We have no insight into or control over these payments or transactions, nor do we have the ability to reverse any transactions. With that in mind, we will have no liability to you or to any third party for any claims or damages that may arise as a result of any transactions that you engage in via the App, or using the Smart Contracts, or any other transactions that you conduct via the Ethereum network or MetaMask.

Ethereum requires the payment of a transaction fee (a “Gas Fee”) for every transaction that occurs on the Ethereum network. The Gas Fee funds the network of computers that run the decentralized Ethereum network. This means that you will need to pay a Gas Fee for each transaction that occurs via the App.

In addition to the Gas Fee, each time you utilise a Smart Contract to conduct a purchase transaction with another user via the App, you authorise us to collect:

You acknowledge and agree that the Commission will be transferred directly to us through the Ethereum network as part of your payment.

In addition to the commission above, for all proceeding secondary sales on the KnownOrigin.io marketplace, the Artist receives 12.5% commission of the total value of that transaction.

For any proceeding secondary sales made on the OpenSea marketplace, we also receive 2.5% commission of the total value of that transaction.

You are responsible for all taxes related to your sales and purchases on the App. To the extent possible under English law, you shall pay to us as a debt on demand all costs incurred by us, including but not limited to tax, penalties and interest, levied by any competent tax authority due to your failure to provide a valid VAT registration number and/or your failure to pay any such taxes, penalties or interest.

If you buy a Token on the App:

In using the App or the Services, whether as a buyer or a seller, you will not infringe any Intellectual Property Rights that:

You accept and acknowledge each of the following risks:

In connection with using or accessing the Services or the App, you will not:

You agree that we will commence supplying our Services to you as soon as you accept these Terms. You can cancel these Terms under the Consumer Contracts (Information, Cancellation and Additional Charges) Regulations 2013. Business users can cancel these Terms by contacting us. We may recoup the cost of any Services provided up to the point of cancellation.

Please note that if you choose to cancel these Terms, this will not affect any sales contract that you may have as a buyer or seller.

Additionally, we reserve the right to vary or terminate all or part of our Services and/or not provide all or part of our Services to anyone for any reason and/or period of time, at our discretion.

When providing Content, you grant us a non-exclusive, worldwide, perpetual (or for the duration of any copyright or other rights in such Content), irrevocable, royalty-free, sublicensable (through multiple tiers) right to use the Content (including, without limitation, creating and using derivative works), and you authorise us to exercise any and all copyright, trademark, publicity, database or other intellectual property rights you have in or to the Content in any media known now or developed in the future. Further, to the fullest extent permitted under applicable law, you waive your moral rights in the Content and promise not to assert such rights or any other intellectual property rights you have in the Content against us, our sublicensees or our assignees.

You agree that we are not responsible for examining or warranting the listings or Content provided by third parties through the Services, and that you will not hold or attempt to hold us liable for inaccuracies.

We neither own nor control any third party browsers, wallets, wallet connectors or blockchain networks , 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 App (the “Third Party Sites”). You understand and agree that your use of any Third Party Site is subject to any terms of use and/or privacy policy provided by such Third Party Site. We are not a party to any such agreement. You should review any terms of use and privacy policy provided by such Third Party Site and should make whatever investigation you feel necessary or appropriate with any transaction with any third party.

KnownOrigin.io provides these Third Party Sites only as a convenience and we do not review, approve, monitor, endorse, warrant or make any representations with respect to Third Party Sites, or their products or services. All Third Party Sites are used by you at your own risk.

We will not be liable for the acts or omissions of any Third Party Sites, nor will we be liable for any damage that you may suffer as a result of your transactions or any other interaction with any Third Party Sites.

Where our site contains links to other sites and resources provided by any third parties, these links are provided for your information only. Such links should not be interpreted as approval by us of those linked websites or information you may obtain from them. We have no control over the contents of those sites or resources.

We may amend these Terms at any time. The most current version of these Terms will be posted on the Site with the “Last Revised” date at the top. Any changes or modifications will be effective immediately upon posting the revisions to the Site. You shall be responsible for reviewing and becoming familiar with any such modifications. You waive any right you may have to receive specific notice of such changes or modifications. Use of the App by you after any modification to the Terms constitutes your acceptance of the Terms as modified. If you do not agree to the Terms in effect when you access or use the App, you must not use the App. We may, at any time and without liability or prior notice, modify or discontinue all or part of the App (including access to the App via any third-party links).

These Terms may not be otherwise amended except through mutual agreement by you and a KnownOrigin.io representative authorised to do so.

KnownOrigin.io is the data controller for your information and we have specific obligations to you under data protection law. You can find out more about what information we use, what we use it for and who we share it with in our Privacy Policy. Our Privacy Policy also contains details about your legal rights in relation to your information (but your legal rights will vary depending on where you are located).

You agree to indemnify, defend and hold harmless KnownOrigin.io and its subsidiaries, affiliates, officers, agents, employees, advertisers, licensors, suppliers or partners from and against any claim, liability, loss, damage (actual and consequential) of any kind or nature, suit, judgment, litigation cost, and lawyers’ fees arising out of or in any way related to (i) your breach of these Terms, (ii) your misuse of the Service or the App, (iii) your violation of applicable laws, rules, regulations or the rights of any third party and (iv) any of your acts or omissions that implicate publicity rights, defamation or invasion of privacy in connection with your access to or use of the App. KnownOrigin.io reserves the right, at its own expense, to assume exclusive defence and control of any matter otherwise subject to indemnification by you and, in such case, you agree to cooperate with KnownOrigin.io in the defence of such matter.

We try to keep the Services and the App safe, secure, and functioning properly, but we cannot guarantee the continuous operation of or access to our Services.

We (including our parent, subsidiaries, affiliates, directors, agents and employees) shall not be liable to you in contract, tort (including negligence) or otherwise for any business losses, such as loss of data, profits, revenue, business, opportunity, goodwill, reputation or business interruption or for any losses which are not reasonably foreseeable by us arising, directly or indirectly from:

Some jurisdictions do not allow the disclaimer of warranties or exclusion of damages, so such disclaimers and exclusions may not apply to you. This is especially so if you are a consumer.

You accept sole responsibility for the legality of your actions under laws applying to you and the legality of any items you list on any of our sites.

Although we use techniques that aim to verify the accuracy and truth of the information provided by our users, user verification on the internet is difficult. We cannot and do not confirm, and are not responsible for ensuring, the accuracy or truthfulness of users’ purported identities or the validity of the information which they provide to us or post on our sites.

Regardless of the previous paragraphs, if we are found to be liable, our liability to you or to any third party is limited to the greater of (a) the amount of fees in dispute not to exceed the total fees which you paid to us in the 12 months prior to the action giving rise to the liability, or © £100.

Nothing in these Terms shall limit or exclude our liability for fraudulent misrepresentation, for death or personal injury resulting from our negligence or the negligence of our agents or employees, or for any other liability that cannot be limited or excluded by law.

You will compensate us in full (and our officers, directors, agents, subsidiaries, joint ventures and employees) for any losses or costs, including reasonable legal fees, we incur arising out of any breach by you of these Terms, your improper use of the Services or your breach of any law or the rights of a third party.

Any claim, dispute or matter arising under or in connection with these Terms shall be governed and construed in all respects by the laws of England and Wales. You and KnownOrigin.io both agree to submit to the non-exclusive jurisdiction of the English courts.

In simple terms, “non-exclusive jurisdiction of the English courts” means that if you were able to bring a claim arising from or in connection with these Terms against us in court, an acceptable court would be a court located in England, but you may also elect to bring a claim in the court of another country instead. English law will apply in all cases.

If any provision of these Terms is held to be invalid, void or for any reason unenforceable, such provision shall be struck out and shall not affect the validity and enforceability of the remaining provisions.

We may assign our rights and obligations under these Terms (but without your prior express consent), provided that we assign these Terms on the same terms or terms that are no less advantageous to you.

If you have a dispute with one or more users, you release us (and our affiliates and subsidiaries, and our and their respective officers, directors, employees and agents) from claims, demands and damages (actual and consequential) of every kind and nature, known and unknown, arising out of or in any way connected with such disputes.

No agency, partnership, joint venture, employee-employer or franchiser-franchisee relationship is intended or created by these Terms. A person who is not a party to these Terms has no right under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of these Terms but this does not affect any right or remedy of a third party specified in these Terms or which exists or is available apart from that Act.

If any provision or part-provision of these Terms is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this section 18 shall not affect the validity and enforceability of the rest of these Terms.

You may choose to submit comments, bug reports, ideas or other feedback about the App, including without limitation about how to improve the App (collectively, “Feedback”) by emailing us. We are free to use such Feedback at our discretion and without additional compensation to you, and may disclose such Feedback to third parties.

Users with questions, complaints or claims with respect to the website, the Services or the App can be made by contacting us at [email protected].

Known Origin Labs (UK registered company no. 13047869)

Registered office address: C/O Ascendis Unit 3, Building 2, The Colony Wilmslow, Altrincham Road, Wilmslow, Cheshire, United Kingdom, SK9 4LY

© 2021 KnownOrigin Labs