Effective Date: April 23, 2024
Article I: Introduction
Section 1.01 – Overview
This document sets forth the terms and conditions under which third-party businesses, enterprises, or institutions (“Collaborators”) are granted access to the Decentralized Art Exchange (DAX) Registry. The DAX Registry catalogs an inventory of certified artwork globally, maintained and verified by the DAX Foundation. These terms govern the relationship between the DAX Foundation and Collaborators who wish to make these certified listings available for review and potential purchase to their clients.
Article II: Definitions
Section 2.01 – Key Terms
– “DAX Registry” refers to the digital ledger maintained by the DAX Foundation that lists detailed information about certified artwork.
– “Collaborator” denotes any third-party business operation, enterprise, or institution that agrees to these terms and conditions to access the DAX Registry.
– “Certified Artwork” signifies artworks that have been authenticated and registered in the DAX Registry following a stringent certification process, including a guaranteed floor price to protect the artwork’s value.
Article III: Access to DAX Registry
Section 3.01 – Access Grant
Collaborators are provided access to the DAX Registry via a secure interface that upholds the integrity and confidentiality of the information.
Section 3.02 – Purpose of Access
Access to the DAX Registry is solely for the purpose of facilitating the review and sale of Certified Artwork to the Collaborator’s clients.
Article IV: Financial Terms
Section 4.01 – Commission on Sales
Collaborators are entitled to a 1% commission on the sales they facilitate through the DAX Registry.
Section 4.02 – Payment Procedures
All transactions must be processed through the DAX Foundation’s centralized system. Collaborators are not permitted to handle payments or transfers directly from buyers. Commissions are calculated monthly and disbursed within 30 days of each month’s end.
Article V: Collaborator Responsibilities
Section 5.01 – Professional Conduct
Collaborators agree to uphold the integrity of the DAX Foundation and its registry by accurately representing Certified Artwork and adhering to all relevant laws and regulations.
Section 5.02 – Ethical Sales Practices
All promotional and sales activities must be conducted ethically and professionally.
Section 5.03 – Information Accuracy
Collaborators are responsible for providing their clients with accurate and timely information regarding Certified Artwork.
Article VI: Intellectual Property Rights
Section 6.01 – Ownership
All intellectual property rights in the DAX Registry and the Certified Artwork listed are owned by the DAX Foundation or its contributors.
Section 6.02 – Usage License
Collaborators are granted a non-exclusive, revocable license to use the information from the DAX Registry strictly within the scope of these terms.
Section 6.03 – Trademark Use
Collaborators may not use the DAX Foundation’s trademarks, branding, or logos without prior written approval from the Foundation.
Article VII: Confidentiality and Data Protection
Section 7.01 – Confidentiality Obligations
Collaborators must maintain the confidentiality of all information accessed through the DAX Registry. This includes details of Certified Artwork and any personal data of contributors.
Section 7.02 – Data Handling
Confidential information shall not be disclosed to any third party without express written consent from the DAX Foundation.
Article VIII: Indemnity and Liability
Section 8.01 – Indemnification
Collaborators shall indemnify and hold harmless the DAX Foundation from any claims, damages, or expenses arising from breaches of these terms or unlawful acts.
Section 8.02 – Limitation of Liability
The DAX Foundation is not liable for indirect, incidental, or consequential damages arising from the use or inability to use the DAX Registry.
Article IX: Termination
Section 9.01 – Termination Rights
The DAX Foundation reserves the right to terminate access for any Collaborator at any time for violating these terms or for other lawful reasons.
Section 9.02 – Post-Termination
Upon termination, Collaborators must cease all use of the DAX Registry and delete any derived information.
Article X: General Provisions
Section 10.01 – Complete Agreement
These terms constitute the entire agreement between the DAX Foundation and the Collaborator regarding the DAX Registry.
Section 10.02 – Governing Law
These terms are governed by the laws of the jurisdiction in which the DAX Foundation is registered.
Section 10.03 – Amendments
Amendments to these terms must be in writing and signed by authorized representatives of both parties.
By agreeing to these terms, Collaborators commit to supporting the DAX movement, respecting the foundational principle of minimum floor price certification which ensures the value and respect for creativity, and maintaining robust standards in the presentation and sale of artwork. This relationship fosters a secure, stable art market, enhancing the confidence of artists and buyers alike.
Thank you for choosing the Decentralized Art Exchange Foundation. We are committed to providing you with exceptional service.