Terms of Use.

NOT ANOTHER ART CLUB LTD (the “Company”).

OUR TERMS OF USE HAVE BEEN UPDATED RECENTLY. PLEASE REVIEW THEM CAREFULLY.

These terms of use (the “Terms of Use”) are effective as of June 1st, 2021. 

We are NOT ANOTHER ART CLUB LTD, a company registered in England and Wales under company number 13428354 and with our registered office at 10 Western Road, Romford, Essex RM1 3JT, United Kingdom. The Company is registered under the VAT number: GB382206509.

DEFINITIONS

For the purpose of this agreement: 

  • “Artwork” refers to the artwork acquired through the Company.

  • “Member” refers to a member of the Company.

  • “Membership” is defined as the state of being a Member.

  • “Service” refers to the Company’s services accessed via the Site or in person, in which users can become part of a community of art collectors, subscribe to selected opportunities, acquire a chosen stake in available Artworks, receive news about the art world and information related to the Artworks acquired through the Company and any transaction so entered into. 

  • “Site” refers to the Company’s website, which can be accessed at www.notanotherartclub.com. 

  • “User” refers to You as a user of our Site or our Service.

  • “We” and “Us” refer to the Company. 

  • “You” refers to you as a User of our Site or our Service and/or Member.

  • The singular includes the plural (and vice versa).

  • Clause headings are for ease of reference only.

GENERAL

The following Terms of Use apply when You view, subscribe to, use the Service, the Site or become a Member.  

By opening an account and signing in as a Member, accessing or using the Service or the Site in any way, You signify your agreement to these Terms of Use and to be bound by the Terms of Use. If You do not agree to be bound by these Terms of Use in their entirety, You may not access or use the Service or the Site nor become a Member. 

ABOUT THE SERVICE

The Service allows You to become part of a community of art collectors, to subscribe to selected opportunities, to acquire a chosen stake in available Artworks, to receive news about the art world and information related to the Artworks acquired through the Company. As part of the Service, the Company safekeeps and insures the Artworks acquired by the Members and holds the right to sell them.

For any given Artwork, the Company offers its Members the opportunity to acquire stakes in the Artwork. A stake is defined as a “NAACket” and collectively “NAACkets”. 

For each offering, the number of NAACkets available and the price of each NAACket may vary. 

The “Offering Price” is defined as the acquisition price of the Artwork including VAT (the “Acquisition  Price”) plus any costs associated with the acquisition of the Artwork. These costs include but are not limited to taxes, shipping and condition reporting of said Artwork. 

The unit price of a NAACket is calculated as the Offering Price divided by the number of NAACkets available for Members to acquire this specific Artwork. 

Once all NAACkets have been reserved by the Members and/or by the Company, the Company acquires the Artwork and facilitates the collection, shipment, insurance and storage of the Artwork. The day the Artwork is acquired is referred to as the “Acquisition Date”.

The Company reserves the right to retain any difference between the Acquisition Price of the Artwork as included in the Offering Price and the price invoiced by the seller of the Artwork to the Company. 

At its sole discretion, and without any need for an authorization, the Company may decide to sell the Artwork to any party (the “Sale”).

The proceeds of the Sale, after deducting any fees, cost and expenses incurred with respect to that Sale (including but not limited to the Company’s fees, cost and expenses, any shipping, auction commissions and condition assessment costs but excluding the Base Fee and the Performance Fee) and any tax incurred and required to be paid in connection with that Sale (the “Net Proceeds”) are distributed to NAACket owners, pro rata the number of NAACkets they hold in the relevant Artwork. 

The price at which the Artwork is sold, on the day of the sale (the “Selling Date”) is referred to as the “Selling Price”.

RISK ASSOCIATED WITH BUYING NAACket(s)

Members acquire NAACkets under their own volition and at their own risk. The Company shall not be held responsible for any financial loss or damages associated or caused by the acquisition of any Artwork(s) or NAACkets. 

Members understand the risk associated with the purchase of art or stakes in such art, as well as the lack of liquidity associated with it. 

Under the Terms of Use, Members agree that the Company is solely responsible for the resale of all NAACket holdings and Artworks.

Members understand and agree that NAACkets shall not be exchanged, assigned, traded, sold, given, securitized, lent or transferred in any manner without the prior written consent of the Company. 

Ownership of NAACkets may only be transferred through sale of the Artwork by the Company, and at the Company’s discretion. 

The Company agrees to provide proof of sale to each NAACket holder of a sold Artwork. 

The Company shall not be held responsible for factors outside of its immediate control, such as volatility and variation in the art market, market trends, artist behavior and other elements which may affect the value of the Artwork. 

You confirm that You have made (and shall continue to make) your own independent investigation and assessment in relation to any transaction with the Company and/or the acquisition of Artwork(s) and NAACket(s) and that You have not relied exclusively on any information provided to You by the Company.

You acknowledge and agree that the Company may not be held responsible for any loss of profits or loss of chance.

You acknowledge and agree that the Company shall not be required to carry-out value assessment of the Artworks. 

NO INVESTMENT ADVICE

You acknowledge that the Company does not provide investment advice or a recommendation of securities or investments. 

Furthermore, You agree that the content of the Site does not constitute financial, accounting, legal or tax advice from the Company. You should always obtain independent investment and tax advice from your professional advisers before making any investment decisions.

You further acknowledge and agree that any assessment of the Artwork(s) is inherently subject to contingencies and uncertainties.

You hereby confirm that You are acting on your own account. 

REGISTRATION - RULES FOR USER CONDUCT AND USE OF THE SERVICE

You need to be at least 18 years to register as a Member and to use the Service.

If You are a Member who signs up for the Service, You might be invited to create a personal account which includes a unique username and a password to access the Site, and an email address to receive messages from the Company. You agree to notify Us immediately of any unauthorized use of your password and/or account. The Company will not be held responsible for any liabilities, losses, or damages arising out of the unauthorized use of your member name, email, password and/or account.

Following the United Kingdom’s anti-money laundering regulations enforced on January 10, 2020, in accordance with the Fifth EU Money Laundering Directive (5MLD), the Company might require Members to provide a valid certificate of incorporation and/or proof of identification.

USE RESTRICTIONS

Your permission to use the Site is conditioned upon the following use, posting and conduct restrictions. You agree that You will not under any circumstances:

  • access the Service for any reason other than your personal, non-commercial use, solely as permitted by the normal functionality of the Service;

  • collect or harvest any personal data of any Member or User of the Site or the Service; 

  • use the Site or the Service for the solicitation of business in the course of trade or in connection with a commercial enterprise;

  • distribute any part or parts of the Site or the Service without our explicit prior written permission (We grant the operators of public search engines permission to use spiders to copy materials from the Site for the sole purpose of creating publicly-available searchable indices but retain the right to revoke this permission at any time on a general or specific basis);

  • use the Service for any unlawful purpose or for the promotion of illegal activities;

  • attempt to, or harass, abuse or harm another person or group;

  • use another User’s account without permission;

  • allow another User, person or entity access your account; 

  • provide false or inaccurate information;

  • interfere or attempt to interfere with the proper functioning of the Service or the Site;

  • make any automated use of the Site, the Service or the related systems, or take any action that would impose or potentially impose an unreasonable or disproportionately large load on our servers or network infrastructure;

  • bypass any robot exclusion headers or other measures We take to restrict access to the Service or the Site, or use any software, technology, or device to scrape, spider, or crawl the Service or the Site or harvest or manipulate data; 

  • circumvent, disable or otherwise interfere with any (i) security-related features of the Service or the Site or (ii) features that prevent or restrict use of copying of content, or enforce limitations on use of the Service of the Site or the content accessible via the Service or the Site; 

  • publish or link malicious content of any sort, including that intended to damage or disrupt the Site or another User’s browser or computer; or

  • charge, pledge, lien or grant any security interest on the NAACkets or the Artwork.

ONLINE CONTENT DISCLAIMER

Opinions, advice, statements, offers, or other information or content made available through the Service, but not directly by the Site, are those of their respective authors, and should not necessarily be relied upon. Such authors are solely responsible for such content. 

We do not guarantee the accuracy, completeness, or usefulness of any information on the Site or the Service.

Moreover We do not adopt, accept nor endorse, nor are We responsible for, the accuracy or reliability of any opinion, advice, or statement made by Us or other parties. 

We take no responsibility and assume no liability for any Member content that You or any other User or third party posts or sends via the Service. 

Under no circumstances will We be responsible for any loss or damage resulting from anyone’s reliance on information or other content posted on the Service, or transmitted to Users. 

Though We strive to provide Users with information as accurate as possible, You may be exposed to Member Content that is inaccurate or objectionable when You use or access the Site or the Service. 

We reserve the right, but have no obligation, to monitor the materials posted in the public areas of the Site or the Service or to limit or deny a Member’s access to the Service or take other appropriate action if a User violates these Terms of Use or engages in any activity that violates the rights of any person or entity or which We deem unlawful, offensive, abusive, harmful or malicious. 

The Company shall have the right to remove any material that it determines, in its sole opinion, to be violating, or is alleged to violate, the law or the Terms of Use or which might be offensive, or that might violate the rights, harm, or threaten the safety of Users or others.  

Unauthorized use may result in criminal and/or civil prosecution. 

If You become aware of a misuse of our Service or violation of these Terms of Use, please contact Us.

LINKS TO OTHER SITES AND MATERIALS

As part of the Service, We may provide You with convenient links to third party website(s) (“Third Party Sites”) as well as content or items belonging to or originating from third parties (the “Third Party Applications, Software or Content”). 

These links are provided as a courtesy to Users and Members. We have no control over Third Party Sites or Third Party Applications, Software or Content or the promotions, materials, information, goods or services available on these Third Party Sites or Third Party Applications, Software or Content. Such Third Party Sites and Third Party Applications, Software or Content are not investigated, monitored or checked for accuracy, appropriateness, or completeness, and We are not responsible for any Third Party Sites accessed through the Site or any Third Party Applications, Software or Content posted on, available through or installed on the Site, including the content, accuracy, offensiveness, opinions, reliability, privacy practices or other policies of or contained in the Third Party Sites or the Third Party Applications, Software or Content. 

Inclusion of, linking to or permitting the use or installation of any Third Party Site or any Third Party Applications, Software or Content does not imply our approval or endorsement. If You decide to leave the Site and access the Third Party Sites or to use or install any Third Party Applications, Software or Content, You do so at your own risk and You should be aware that our terms and policies, including these Terms of Use, no longer apply. You should review the applicable terms and policies, including privacy and data gathering practices, of any Third Party Site to which You navigate from the Site or relating to any applications You use or install from the Third Party Site.

COPYRIGHT

Any image, video, picture, or reproduction of the Artwork(s) which is published, shared and used, in any manner, by the Company shall not be published or shared via any social or other media by any Member, NAACket owner, or outsider of the Company. 

The Company reserves the right to use images, video, picture, or reproduction of the collected Artwork(s) in promotional media or any other use as the Company may see fit. 

INTELLECTUAL PROPERTY

You acknowledge and agree that the Company retains ownership of all intellectual property rights of any kind related to the Service, the Site and the Artwork, including applicable copyrights, trademarks and other proprietary rights. Other product(s) and company names that are mentioned on the Service may be trademarks of their respective owners. The Company reserves all rights that are not expressly granted to You under the Terms of Use.

EVENTS OUTSIDE CONTROL 

An “Event Outside Control” is defined as any act or event beyond reasonable control, including without limitation strikes, lock-outs or other industrial action by third parties, civil commotion, riot, invasion, terrorist attack or threat of terrorist attack, war (whether declared or not) or threat or preparation for war, fire, explosion, storm, flood, earthquake, subsidence, epidemic or other natural disaster, or failure of public or private telecommunications networks or impossibility of the use of railways, shipping, aircraft, motor transport or other means of public or private transport.

The Company will not be liable or responsible for any failure to perform the Service, or delay in providing the Service, that is caused by an Event Outside Control. 

If an Event Outside Control takes place that affects the performance of the Service You will be contacted as soon as reasonably possible and the Service will be suspended for the duration of the Event Outside Control.

The Company will not be held responsible for any damage to the Artworks it holds caused by an Event Outside Control.

EMAIL MAY NOT BE USED TO PROVIDE NOTICE

Communications made through the Service’s email and messaging system(s) will not constitute legal notice to the Site, the Service, the Company or any of its officers, employees, agents or representatives in any situation where legal notice is required by contract or law or regulation.

USER CONSENT TO RECEIVE COMMUNICATIONS IN ELECTRONIC FORM

For contractual purposes, You: (a) consent to receive communications from Us in an electronic form via the email address You have submitted; and (b) agree that all Terms of Use, agreements, notices, disclosures, and other communications that We provide to You electronically satisfy any legal requirement that such communications would satisfy if it were in writing. The foregoing does not affect your non-waivable rights.

We may also use your email address to send You other messages, including information about the Site or the Service and special offers. You may opt out of this at any time. Opting out may prevent You from receiving messages regarding the Site, the Service or special offers.

WARRANTY DISCLAIMER

The Service is provided “as is,” without warranty of any kind. Without limiting the foregoing, We expressly disclaim all warranties, whether expressed, implied or statutory, regarding the Service and/or the Artwork(s) including without limitation any warranty of merchantability, fitness for a particular purpose, title, security, accuracy and non-infringement. 

Without limiting the foregoing, We make no warranty or representation that access to or operation of the Service will be uninterrupted or error free. You assume full responsibility and risk of loss resulting from your downloading and/or use of files, information, content or other material obtained from the Service. 

INSURANCE

The Artworks that the Company safekeeps are insured under the Company’s insurance (the “Insurance”). The Insurance follows industry standard terms and the insured value is based on the purchase value or the latest assessment of the Artwork if the measurable market value has increased. The insurance covers loss and damages according to the Company’s policy, which terms can be provided upon written request.

LIMITATION OF DAMAGES

To the extent permitted by applicable law, in no event shall the Site, the Service, the Company, its affiliates, directors, or employees, or its licensors or partners, be liable to You for any loss of profits, loss of chance, use, or data, or for any incidental, indirect, special, consequential or exemplary damages, however arising, that result from: (a) the use, disclosure, or display of Your content; (b) Your use or inability to use the Service; (c) the Service generally or the software or systems that make the Service available; or (d) any other interactions with use or with any other User of the Service, whether based on warranty, contract, tort (including negligence) or any other legal theory, and whether or not We have been informed of the possibility of such damage, and even if a remedy set forth herein is found to have failed of its essential purpose. Some jurisdictions limit or do not permit disclaimers of liability, so this provision may not apply to You.

MODIFICATION OF TERMS OF USE

The Company may amend the Terms of Use at any time and will update these Terms of Use in the event of any such amendments. It is your sole responsibility to check the Site from time to time to view any such changes in the Terms of Use. Your continued use of the Site, the Service or as a Member signifies your agreement to our revisions to these Terms of Use. In case the Site is unavailable, the Company will share the latest version of the Terms of Use at the request of a Member.

We will endeavor to notify You of material changes to the Terms of Use by posting a notice on our homepage and/or sending an email to the email address You provided to Us upon registration. For this additional reason, You should keep your contact and profile information current. 

Any changes to these Terms of Use (other than as set forth in this paragraph) or waiver of our rights hereunder shall not be valid or effective except in a written agreement bearing the physical signature of one of our officers. No purported waiver or modification of the Terms of Use on our part via telephonic or email communications shall be valid.

GENERAL TERMS

If any part of this Terms of Use agreement is held or found to be invalid or unenforceable, that portion of the agreement will be construed as to be consistent with applicable law while the remaining portions of the Terms of Use will remain in full force and effect. Any failure on our part to enforce any provision of the Terms of Use will not be considered a waiver of our right to enforce such provision. Our rights under this agreement survive any transfer or termination of the Terms of Use or of the Membership.

You agree that any cause of action related to or arising out of your relationship with the Company must commence within 1 (one) year after the cause of action accrues. Otherwise, such cause of action is permanently barred.

These Terms of Use, your use of the Site and/or the Service and any non-contractual obligations arising out of or in connection with it are governed by English law, without regard to conflict of law provisions.

The courts of England have exclusive jurisdiction to settle any dispute arising out of or in connection with the Terms of Use, the use of the Site and/or the Service (including a dispute relating to the existence, validity or termination of the Terms of Use or any non-contractual obligation arising out of or in connection with the Terms of Use, the use of the Site and/or the Service) (a “Dispute”).

You agree that the courts of England are the most appropriate and convenient courts to settle Disputes and accordingly You will not argue to the contrary.

We may assign or delegate these Terms of Use and/or our Privacy Policy, in whole or in part, to any person or entity at any time without your prior consent. 

You may not assign, delegate or transfer in any manner any rights or obligations under the Terms of Use, Privacy Policy, the Artwork(s) or NAACket(s) without our prior written consent, and any unauthorized assignment, delegation or transfer by You will be unenforceable against Us.

You acknowledge that You have read these Terms of Use, understand the Terms of Use, and accept to be bound by Terms of Use. You further acknowledge that these Terms of Use together with the Privacy Policy represent the complete and exclusive statement of the agreement between You and Us and that it supersedes any proposal or prior agreement oral or written, and any other communications between You and Us relating to the subject matter of this agreement.

You acknowledge and agree to provide Us with any information that we may reasonably request.

A person who is not a party to the Terms of Use has no right under the Contracts (Rights of Third Parties) Act 1999 (the "Third Parties Act") to enforce or to enjoy the benefit of any term of the Terms of Use. This does not affect any right or remedy of a third party which exists, or is available, apart from the Third Parties Act.

PRIVACY POLICY

The Company respects the privacy of its Members. Please refer to the Company’s privacy policy (the “Privacy Policy”) which explains how We collect, use, and disclose information that pertains to your privacy. When You access or use the Service, You signify your agreement to the Privacy Policy as well as the Terms of Use.

CONFIDENTIALITY

The Company may disclose certain of its confidential and proprietary information to the Members. “Confidential Information” means:

  • information relating to the Company’s current or proposed business, including financial statements, budgets and projections, customer identifying information, potential and intended customers, products, analyses, strategies, marketing plans, business plans, and other confidential information, whether provided orally, in writing or by any other media.

  • the Financial Annex and the financial terms pertaining to the acquisition of NAACkets.

  • Information on specific artists and Artworks.

  • Any other information identified as confidential by the Company.

The Company shall identify Confidential Information disclosed although failure to identify information as Confidential Information is not an acknowledgment or admission that such information is not confidential.

The Members shall keep the Confidential Information confidential. Except as otherwise required by law, the Members may not:

  • disclose any Confidential Information to any person or entity other than (i) a Member’s representative who needs to know the Confidential Information for the purposes of its business with the Company, or (ii) a Member’s representative who signs a confidentiality agreement with the Company’s prior written authorization.

  • use the Confidential Information for any purposes other than those contemplated by these Terms of Use.

The Members shall maintain the confidentiality and security of the Confidential Information until the earliest of: (i) such time as all Confidential Information becomes publicly known and is made generally available through no action or inaction of the Members or (ii) 2 (two) years from the date of disclosure.