General Notification About Blockchain Technology
- The use of the Platform requires the utilization of blockchain technology, which inherent risks include high volatility of crypto-assets, technical and security risks, regulatory uncertainty and potential rapid changes in the technology and its application. The Foundation has nothing to do with these inherent risks of blockchain technology, whereby the Foundation shall bear no responsibility and liability in anything related to the blockchain technology in use.
- The User is entirely responsible for understanding and accepting any and all risks associated with blockchain technology. This responsibility extends to adequate due diligence required in securing the User’s own property, understanding the legal implications of actions and ensuring compliance with any and all applicable laws. The User is entirely responsible for the safety and management of their own private applicable cryptocurrency wallet (such as Metamask) and validating all transactions generated through the Platform or its subcontractors before approval of the transactions.
- By accepting this Agreement, the User explicitly acknowledges and accepts the risks associated with blockchain technology.
- By using this Platform and/or registering into the Platform, the User and the Foundation conclude a legally binding agreement, in the form of this Agreement, which governs the use of the Platform.
- The Foundation reserves the right to unilaterally change the Agreement. The Foundation shall notify the User through email or the Platform of such changes. The changes take effect 14 days after the notification. By using the Platform after the changes, the User accepts the changes as legally binding. If the User does not agree to the changes, the User must notify the Foundation about the non- acceptance in written form, after which the User’s right to use the Platform ceases and the non-acceptance shall result in the automatic termination of this Agreement.
- The right to use the Platform is contingent upon the following: (i) the User is legally competent to use the Platform, and (ii) the User is not prohibited from using the Platform under any applicable law.
- The User understands and specifically agrees that the Platform may not be used for any other digital assets or content than the Creative Contents (e.g., crypto- assets or securities)
Creating an Account
- To be able to use the Platform, the User has to register into the Platform and create an account in the Platform (hereinafter “Account”).
- While using the Account, the User shall always comply with this Agreement, good business practices and the applicable legislation.
- The User is solely responsible for all activities performed through the Account and for the safe use of the necessary methods to connect to the Platform, maintenance, confidentiality and all other such matters in regard to their Account. If the User becomes aware that someone else has used the User’s Account, the User must notify the Foundation immediately of the matter through email at kirjaamo[at]fng.fi.
The Foundation’s Role In The Platform
- The Platform is designed to facilitate a digital platform for the publication and sale/purchase of Creative Content. In the Platform, the Foundation only acts as a facilitator of a digital platform, without taking part in the actual publication or sale/purchase of the Creative Content(s) between Users. The User understands and accepts the Foundation’s, the User’s and other Users’ roles in the Platform.
- As the facilitator of the Platform, the Foundation assumes no responsibility or liability for any actions or inactions that a User may or may not take. The User is solely responsible for the use of the Platform and the possible consequences of using the Platform.
Consumer Protection In Connection To Sale/purchase Of Creative Content
- In connection to the creation of Creative Content, the Foundation acts on behalf of Zora Labs, Inc. that provides the actual creation of Creative Content to the User. Therefore, the Foundation does not take any part in anything related to the creation of Creative Content.
- Hence, the Consumer Protection Act of Finland (38/1978) shall not apply to the relationship between the Foundation and the User in connection to the creation of Creative Content.
- This Chapter's Sections 3-6 outline the Foundation's understanding of applicable consumer protection laws as they relate to the sale/purchase of Creative Content between Users on the Platform. However, this should not be considered as legal advice.
- The Creative Contents should be considered digital content and any transfer of a Creative Content is carried out electronically. This should mean that if a User purchases a Creative Content from another User, the transfer of the Creative Content between the Users commences immediately. Therefore, if a User purchases Creative Content from another User in the Platform, the selling User gives an explicit prior consent to the immediate transfer of the Creative Content to the buying User, and expressly waives the right to withdraw from the purchase of the Creative Content.
- Therefore, the purchase of a Creative Content in the Platform should not contain a right to the 14-day withdrawal period in the European Economic Area.
- Each User explicitly acknowledges and agrees that it is their sole responsibility to ensure compliance with all applicable consumer protection laws when engaging in transactions on the Platform. This includes, but is not limited to, laws within the European Economic Area and any other relevant jurisdictions.
- The Foundation expressly states that it assumes no liability for any matters related to consumer protection in connection with transactions on the Platform. Where consumer protection laws would apply, the Users are advised to seek independent legal counsel to fully understand their rights and obligations under applicable consumer protection laws.
Consumer protection between the Foundation and the User
The Foundation’s understanding of consumer protection between the Users
- The Platform consists of the following functionalities for the User:
- the User may watch, listen and experience Creative Content,
- the User may discover Creative Content,
- the User may create and publish Creative Content,
- the User may sell Creative Content to other Users,
- the User may purchase Creative Content from other Users, and
- the Platform may be used to transfer Creative Content between the Users.
- If a User wishes to use the Platform to sell Creative Content to another User, the selling User shall decide the purchase price and any other applicable terms concerning the Creative Content and, once the Creative Content is sold, receive the purchase price of the Creative Content from the buying User in accordance with Section 8.
- Making available of Creative Content in the Platform requires the User to provide the Foundation with information as is required by the Foundation from time to time.
- The Foundation may at its sole discretion delete or reject to allow any Creative Content to be displayed in the Platform, if the Creative Content would or most likely could, as at the sole discretion of the Foundation, be contrary to good customs or morality, be in breach of any applicable legislation or involve other digital assets, such as crypto-assets or securities, than Creative Contents.
- The Platform may utilize any services of the Foundation’s subcontractors, whereby the User understands and agrees that it may be required to separately accept an agreement of the Foundation’s subcontractor to be able to use the Platform.
- The Platform consists of the following functionalities for the User:
Fees And Charges
- The Platform uses the blockchain-based Zora Protocol, as provided by Zora Labs, Inc., to facilitate the creation and transactions of Creative Content in the Platform. More information about the Zora Protocol is found here:
- Zora Protocol’s homepage: https://zora.co/
- Zora Protocol’s Terms of Service: https://support.zora.co/en/articles/6383293-terms-of-service
- The fees and charges in the Platform are charged according to Zora Protocol’s fee structure (hereinafter “Fee Structure”), as is applicable from time to time:
- Upon execution of a relevant action in the Platform and/or blockchain, the Fee Structure may include distribution of payments to different parties, including but not limited to, the User(s), the Zora Protocol and the Platform. The User explicitly understands and accepts that such allocations of payments shall be explicitly the decision of the Zora Protocol, and the Foundation takes no part in any such allocations.
- The blockchain-based royalty functionality of the Zora Protocol is accessible in the Platform, and the Foundation takes no part in the royalty functionality. Any usage of the royalty function is based on the User’s sole discretion and liability. The Foundation takes no part or interest in any royalties of Creative Contents.
- The Foundation takes no part in setting or adjusting the Fee Structure for the Zora Protocol. The Foundation's role is strictly limited to maintaining the Platform, which allows Users to access the Zora Protocol's features, such as pricing and royalty functions for Creative Contents. Users explicitly understand and agree that any changes to the Fee Structure are the sole decision of the Zora Protocol, with no involvement or responsibility from the Foundation. It is the User's responsibility to stay informed about the Fee Structure and ensure its terms are acceptable before use.
- The Foundation is not responsible for any fees or commissions charged by third parties or technologies (e.g. blockchain related transaction fees).
- The Platform uses the blockchain-based Zora Protocol, as provided by Zora Labs, Inc., to facilitate the creation and transactions of Creative Content in the Platform. More information about the Zora Protocol is found here:
Rights And Responsibilities Of The User
- Solely the User shall have the right to use the Platform, whereby when using the Platform, the User shall always be principal, and not an agent acting on behalf of a third party, in the usage or any possible transactions related to the Platform, unless otherwise is expressly agreed in writing between the Foundation and the User.
- In the Platform the User may create, publish, distribute, sell, purchase, maintain, or in any other way use only Creative Contents that are legally characterized as commodities. In the Platform the User shall not create, publish, distribute, sell, purchase or in any other way use any other digital assets, such as crypto-assets or securities, than Creative Contents that are legally characterized as commodities.
- The User shall be solely responsible for ensuring that its Creative Contents are legally characterized as commodities and no other digital assets, such as crypto- assets and securities. If the User uses other digital assets, such as crypto-assets and securities, in the Platform, the User shall have an obligation to fully reimburse the Foundation with any and all damages, losses and other similar expenses incurred to the Foundation as a result of the User’s actions.
- Creative Contents must adhere to Section 8 of the Finnish Non-Discrimination Act (1325/2014), which states that discrimination on the basis of age, origin, nationality, language, religion, belief, opinion, political activity, trade union activity, family relationships, state of health, disability, sexual orientation or other personal characteristics. Discrimination is prohibited, regardless of whether it is based on a fact or assumption concerning the person him/herself or another.
- The Users specifically agree and understand that the Foundation has no part nor any legal relationship regarding any possible creation, publishing, distribution, sale, purchase, or any other similar way of managing Creative Content in the Platform. The Users are solely responsible to each other for any of the actions mentioned in this Section.
- The User agrees to not create, publish, sell, purchase, maintain, or otherwise distribute Creative Content in the Platform that is contrary to good customs or morality, or in breach of any applicable legislation. Would the Foundation notice any breach in this regard, the Foundation may, inter alia, notify the User, take necessary measures in accordance with Section 16, and, if deemed necessary, report its findings to the local authorities.
- The User has an obligation to truthfully provide the Foundation with information required for registration into the Platform.
- The User agrees not to, and shall not permit any third party to: (i) redistribute, sell, lease, lend or rent the Platform, (ii) reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code for the Platform, (iii) copy, modify, adapt, alter, improve or create derivative works of the Platform or any part thereof, (iv) use the Foundation’s name, logo or trademarks in any other context except for using the Platform and without our prior written consent, (v) use the Platform to violate any applicable laws, rules or regulations, or for any unlawful, harmful, irresponsible or inappropriate purpose, or in any manner that breaches this Agreement, and/or (vi) engage in any activity that interferes with or disrupts the Platform.
- In connection to the use of the Platform, the User is solely responsible for the electronic devices, communication devices and other such devices and matters such as hardware condition, internet connection, antivirus, backup, and other similar matters.
- The User agrees to use the Platform only for the purposes permitted by the Agreement and any applicable laws, regulations and generally accepted policies and guidelines in the relevant jurisdiction.
- The User shall be solely responsible for its own reporting obligations in connection to the Platform (e.g., tax reporting).
- The User agrees not to take up any actions that disturb or in any other way hinder the Platform or the Foundation’s servers or networks.
- The Platform may contain links to third party websites. When the User visits third party websites, the User does so on its own responsibility and risk.
- If the User does not comply with this Agreement, the Foundation may terminate the Agreement with immediate legal effect, revoke the Account of the User and implement any other similar procedure.
Rights And Responsibilities Of The Foundation
- The Foundation shall not be obliged to provide the User with assistance in ensuring the User’s compliance with applicable laws (e.g., tax reporting).
- The Foundation shall have a right to cancel any Creative Content creation, publication, distribution, sale, purchase, maintenance, or another similar action if it detects or suspects, at the sole discretion of the Foundation, that the User uses or may use the Platform for illegal activities or with improper intent or for the utilization of other digital assets, such as crypto-assets or securities, than Creative Contents (that are legally characterized as commodities).
- The Foundation shall have a right to stop offering the Platform to the User if it detects or suspects, at the sole discretion of the Foundation, that the User uses or may use the Platform for illegal activities or with improper intent or for the utilization of other digital assets, such as crypto-assets or securities, than Creative Contents (that are legally characterized as commodities).
- The Foundation has the royalty-free, perpetual, irrevocable and worldwide right to use, copy, modify, adapt, publish, display, provide access to and communicate to the public the Creative Contents for the purposes of i) marketing, promotion and publicity materials, including but not limited to press releases, invitations and adverts related to the Alusta; ii) publicity, promotion and marketing of the Alusta and in the activities of the Foundation related to the Alusta; iii) Foundation’s websites and for social-media visibility related to the Alusta in social media accounts/platforms managed by the Foundation; and iv) references in accordance with the Foundation’s practice.
- The Foundation is not responsible for the availability, redemption, marketing or any related obligations of the Platform or liabilities, errors, reliability, damages, or any other matters related to the Platform. The Foundation is also not responsible for the use, obstruction, or content of the Platform, nor for the actions of the User in the Platform.
- UNDER NO CIRCUMSTANCES SHALL THE FOUNDATION BE LIABLE FOR ACCIDENTS, DAMAGES, LOSSES OR CRIMES RELATED TO THE PLATFORM OR ITS USE. UNDER NO CIRCUMSTANCES SHALL THE FOUNDATION BE LIABLE FOR ANY INDIRECT DAMAGES IN ANY MANNER IN CONNECTION WITH THE PLATFORM OR THE USE, INFORMATION, AND NOTICES AVAILABLE THROUGH THE PLATFORM. THE FOUNDATION IS ALSO NOT LIABLE FOR ANY DAMAGES OR OTHER DISADVANTAGES THAT MAY BE CAUSED TO THE USER OR THIRD PARTIES BY INCORRECT OR INSUFFICIENT INFORMATION.
- The User agrees to be solely responsible for any failure to comply with its obligations under this Agreement and for their consequences.
- The Foundation does not express or imply warranties or representations about the operation of features of the Platform or its related software, and the Foundation does not promise that the Platform or its related software will function without interruptions or errors. The Foundation is not responsible for any damage to the User or third parties caused by the use, malfunctions, technical defects or malicious software of the Platform or third-party links or any other such causes.
- The Foundation has a right to disable the Platform or a part of it due to maintenance, installation, modification, public order and safety, system overload or other similar cause.
- The Foundation may terminate (permanently or temporarily) or cease the provision of the Platform (or any part of it) to the User, entirely at the Foundation’s own discretion and without prior notice. Cause for such termination can be (including, but not limited to) the cessation of the development of the Platform (or any part of it) or any other reason deemed by the Foundation to necessitate such a termination.
- The Foundation may also enable a User to view, access, communicate and interact with third party sources, meaning e.g., third party websites, in the Platform or through other content provided by the Foundation or a User. The Foundation does not assume any responsibility for the content, actions, or practices of, any such sources. The User’s interaction with such a source and the User’s use of, and reliance upon, any content provided by such sources is at the User’s sole discretion and risk.
- The Foundation is not responsible for the content of the Platform or its correctness, except for the content generated by the Foundation. Thus, the Foundation is not responsible for e.g., the Creative Content or information the Users disclose through the Platform.
- The Foundation has at its sole discretion the right to remove all material (i) which, according to the Foundation is unlawful, contrary to good practice or this Agreement, inappropriate or erroneous, or (ii) harmful to the Foundation, the Users or third parties. The Foundation also has at its sole discretion the right to remove material from the Platform if the material contains any legally questionable or offensive information or content that is inappropriate for the Foundation.
- The Foundation’s data processing activities are described in the Foundation’s Privacy Notice, which can be found here: https://alusta.art/privacy-policy
Intellectual Property Rights
- All intellectual property rights (including, but not limited to, rights of patent, trademark, copyright and other intellectual property rights) that existed prior to the conclusion of this Agreement shall remain the sole ownership of that party that owned the intellectual property rights prior to the conclusion of this Agreement. For the sake of clarity, the Platform is the Foundation’s proprietary property and all source code, databases, functionality, software, website designs, audio, video, text, photographs, and graphics on the Platform and the trademarks and logos contained therein are owned by the Foundation.
- All intellectual property rights (including, but not limited to, rights of patent, trademark, copyright and other intellectual property rights) created by the User in connection with the use of the Platform shall be owned solely by the User (hereinafter “User IPR”). Solely the User shall be responsible for ensuring an adequate safeguarding of its own User IPRs (e.g., by use of separate terms and conditions for Creative Contents containing User IPRs), and the Foundation shall not have an obligation to ensure that the Users or third parties do not infringe the User’s User IPRs.
- When using the Platform for Creative Content creation, publication, distribution, selling, purchasing or any kind of similar use, Creative Contents containing intellectual property of a third party (including, but not limited to, rights of patent, trademark, copyright and other intellectual property rights), the User guarantees that the User and the relevant third party have concluded a written agreement on the use of such intellectual property rights and that the User is authorized to use and transfer these rights in the Platform.
- The User is solely responsible for ensuring that its Creative Contents conform with the applicable intellectual property rights and do not infringe the intellectual property rights of any other User or third parties. The Foundation shall not have an obligation to ensure that the Creative Contents in the Platform conform with the applicable intellectual property rights and do not infringe the intellectual property rights of any other User or third parties.
- The User shall indemnify and hold harmless the Foundation, its licensors, service providers, and their respective affiliates, managers, agents and employees, from and against all losses, costs, and expenses, including reasonable attorneys’ fee, from third party claims arising from anything related to the User’s i) breach of this Agreement, ii) Creative Contents (including the content in them, e.g. pornography, discriminatory information and racism), and/or iii) intellectual property rights in the Creative Contents.
Limitation Of Liability
- Where the Foundation suffers damages as a result of the User’s non-compliance with the User’s obligations under any applicable law and/or this Agreement, or actions that result in the Foundation’s non-compliance with any applicable legislation, the User shall reimburse the Foundation in full for the direct damages suffered by the Foundation. This limitation is without effect would any damage be result of the User’s gross negligence or willful misconduct.
- TO THE FULLEST EXTENT ALLOWED BY APPLICABLE LAW, IN NO EVENT SHALL THE FOUNDATION, ITS AFFILIATES, BUSINESS PARTNERS, LICENSORS OR SERVICE PROVIDERS BE LIABLE TO THE USER OR ANY THIRD PERSON FOR ANY INDIRECT, RELIANCE, CONSEQUENTIAL, COVER, EXEMPLARY, INCIDENTAL, SPECIAL, BUSINESS INTERRUPTION OR PUNITIVE DAMAGES, INCLUDING WITHOUT LIMITATION, LOSS OF PROFITS, LOSS OF GOODWILL, DAMAGES FOR LOSS, CORRUPTION OR BREACHES OF DATA OR PROGRAMS, SERVICE INTERRUPTIONS AND PROCUREMENT OF SUBSTITUTE SERVICES, EVEN IF THE FOUNDATION HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
- Notwithstanding anything to the contrary contained herein, the Foundation’saggregate liability to the User for any cause whatsoever, and regardless of the form of the action, shall at all times be limited to the amount paid, if any, by the User to the Foundation for the Platform within the six (6) months preceding the date of bringing a claim.
- Unless otherwise expressly stated by the Foundation, the Platform, material related to the Platform and any content, services, or features made available in conjunction with or through the Platform are provided “as is” and “as available” without warranties of any kind either express or implied. To the fullest extent permissible pursuant to applicable law, the Foundation and its affiliates disclaim all warranties, statutory, express, or implied, including, but not limited to, implied warranties of merchantability, fitness for a particular purpose, non-infringement of proprietary rights, correctness, accuracy, and reliability
- Unless otherwise expressly stated by the Foundation, the Foundation and its affiliates do not warrant that the Platform and any content, or features made available in conjunction with or through the Platform will be uninterrupted or error- free, that defects will be corrected, or that the Platform and any content, data related to the User, services, or features made available in conjunction with or through the Platform or the server that makes them available are free of viruses or other harmful components.
- Unless otherwise expressly stated by the Foundation, the Foundation and its affiliates do not warrant or make any representations regarding the use or the results of the use of the Platform, other services of the Foundation, any Foundation material or any linked sites, in terms of correctness, accuracy, reliability, or otherwise.
- Notwithstanding any aforementioned, the Foundation shall not be liable towards the Users for the Creative Contents in any circumstances, unless it relates to the receival of the Creative Contents in accordance with the Agreement, and with the prerequisite that (i) the circumstance is caused by the Platform; and (ii) the circumstance is of a nature that could be affected through reasonable means within the limits of the Foundation’s abilities. The User shall do its utmost to ensure that no claims are raised by the User towards the Foundation.
Governing Law And Disputes
- This Agreement shall be governed by and construed in accordance with the laws of Finland without giving effect to any choice of law principles or provisions thereof.
- It is specifically emphasized that the Foundation takes no part in the Creative Contents, whereby the Foundation shall be responsible only for the Platform as per this Agreement. Therefore, if the User has a dispute with another User, the Foundation shall endeavor to the best of its capabilities to help the parties settle their dispute. However, the Foundation is under no obligation to do so, nor is the Foundation in any way responsible for the dispute between the User and another User or its resolution.
- If a User has a claim against the Foundation regarding the Platform, the User may seek to settle any and all disputes at the District Court of Helsinki.
Term And Termination
- This Agreement enters into force once the User accepts this Agreement via the Platform.
- This Agreement is valid indefinitely.
- The User may terminate this Agreement with immediate effect through the Platform. By terminating this Agreement, the User is not exempt from the obligations the User has undertaken under this Agreement prior to the termination.
- The Foundation may terminate this Agreement unilaterally with immediate effect at any time. When the Agreement is terminated by the Foundation, the Foundation shall notify the User in writing of the termination of the Agreement.
- The Foundation and User understand and agree that the termination of the Agreement has no effect on either the Foundation’s or User’s liability concerning infringements of each other’s or third party’s rights or freedoms.
- The User understands and agrees that the User is solely responsible for the consequences caused by the termination of the Agreement.
- Sections 4, 5, 6, 9, 10, 12, 13, 14, 15, 16.4, and 16.5 shall stay in force even after the termination of the Agreement.
- The Foundation shall not be responsible for delays or damages caused by events beyond the Foundation’s control and which the Foundation cannot reasonably be expected to take into account at the time of signing the Agreement, and the consequences of which the Foundation could not have reasonably foreseen, avoided or overcome (force majeure).
- Force majeure events include, unless otherwise demonstrated, events such as war or rebellion, epidemics and pandemics, earthquake, flood or comparable natural disaster, public transport, data traffic or power distribution interruptions, import or export bans, strikes, lockouts, boycotts or similar labor struggle actions.
- Strikes, lockouts, boycotts or comparable labor struggle events, unless otherwise demonstrated, are considered force majeure events even in the case that the User is the target of or party to such actions.
- Force majeure events affecting the Foundation’s subcontractors are also considered the Foundation’s force majeure events, if the contracted transaction cannot be made or acquired elsewhere without unreasonable costs or substantial delays.
- The Foundation must notify the User of force majeure events and their ending without delay.
- The User does not have permission to surrender, transfer, or sublicense this Agreement unless the User obtains prior written consent from the Foundation.
- The Foundation has a unilateral right to assign, transfer, or delegate any or all of its rights and obligations under the Agreement.
- The User agrees that if the Foundation does not exercise or enforce any legal rights under the Agreement (e.g., the right to compensation), it does not imply that the Foundation formally waives its rights, nevertheless the Foundation still has the right to exercise its rights.
- The User agrees that any cause of action that the User may have arisen out of or related to this Agreement must commence within one (1) year after the cause of action accrues, otherwise such cause of action is permanently barred.
- Any notice or document required or permitted to be given under this Agreement shall be given in writing.
- If, by a court decision, any provision of this Agreement is declared invalid or void, then only that invalid or void provision shall be removed from the Agreement, in which case the Agreement shall continue to be valid.
Latest update 28.11.2023.
This Alusta platform (hereinafter “Platform”) is provided by the Finnish National Gallery (business ID: 0800570-3 / address: Kaivokatu 2, 00100 Helsinki), which is a public foundation established under Finnish law (hereinafter together “we” or “Foundation”).
The Platform may be used by individuals (hereinafter “Users” or “User”) to access, make available, sell and purchase blockchain-based digital content (hereinafter “Creative Content” or “Creative Contents”) in accordance with the functionalities of the Platform.
Please also note that the Foundation itself only provides the Platform through which Creative Content can be made available by Users for other Users. Hence, the Foundation shall not be liable for anything related to the Creative Contents, other than their availability through the Platform on an “as is” and “as available” basis.