Culture Vault Platform

Terms of Service

Welcome to Culture Vault.

These Terms of Service apply to your use of the Culture Vault Platform, whether you come here to collect works, to publish them, or to run a gallery.

Please read them carefully and make sure you have obtained any advice you need before entering into any transaction. By registering for an Account, accessing or using the Platform, we will assume you have read, understood and agree to be bound by these Terms of Service, the Community Guidelines and the Privacy Policy.

Buying, selling and publishing digital works can involve risk, so please ensure you have considered the risk disclosures in Part N and the general risks of transacting in digital assets.

You must also monitor our website at https://www.culturevault.com for any announcements from us, as we may add to, or change, these Terms of Service at any time.

Capitalised words and other defined terms used in this document are defined in Part O.

Questions? Please contact us any time at info@culturevault.com. We will never ask you for your private keys or any passwords.

The Culture Vault Platform is a dynamic and growing platform. Certain functionalities may not be available initially, may be paused for technical or other reasons, or may simply change over time. Please check the Website for the latest updates and always check the terms that apply.

A. About the Culture Vault Platform · 1 What is the Platform? · 2 The three surfaces · 3 Non-custodial arrangement · 4 Key conditions to use

B. Accounts · 5 Opening and maintaining an Account · 6 Account details and access · 7 Age and eligibility

C. Memberships · 8 Membership tiers · 9 Subscription, trial and billing · 10 Changing or ending a membership · 11 Comps and grants

D. Works · 12 Work descriptions and terms · 13 Transferability · 14 Creator arrangements

E. Publishing and the Studio · 15 Publishing a Series · 16 Publishing Fee and tier lock · 17 Creator Royalty · 18 Releases · 19 Content standards, ratings and moderation · 20 Your attestations on publishing

F. Workspaces and galleries · 21 Workspaces · 22 Workspace Share · 23 Payment Splitter and artist consent

G. Platform operation and rules · 24 Buying and selling on the Platform · 25 Completing a Transaction · 26 Authenticity and provenance · 27 Confirmation and records · 28 Prohibition on Misconduct

H. Platform fees and payments · 29 Fees generally · 30 The Gallery Fee · 31 The Publishing Fee · 32 Royalty share · 33 Referral rewards · 34 Payment methods · 35 Gas

I. Licence and intellectual property rights · 36 Rights in a Work · 37 Licence you grant to Culture Vault · 38 Platform intellectual property · 39 Artificial intelligence and machine learning

J. Your obligations · 40 Your ongoing obligations · 41 Your representations and warranties · 42 Continued representations and warranties

K. Limitation of Culture Vault's liability · 43 Exclusion of representations and warranties · 44 Limitation of liability · 45 Indemnities from you to Culture Vault

L. Termination rights · 46 Termination · 47 Suspension and restrictions

M. Other key provisions · 48 User disputes · 49 Assignment and novation · 50 Variation · 51 Survival · 52 Taxation · 53 Waiver of set-off · 54 Governing law · 55 Submission to arbitration · 56 Waiver of class action rights · 57 Third party rights · 58 Notices · 59 Interaction with third-party platforms · 60 General interpretation

N. Risk disclosure statement · 61 Risks associated with Works and Transactions · 62 Risks of the Platform · 63 Cybersecurity and technology risk · 64 General risks

O. Definitions

A. About the Culture Vault Platform

1 What is the Platform?

The Platform is a digital marketplace and publishing service that facilitates Transactions between Creators, Sellers and Purchasers through the use of smart contracts and other technologies. More specifically, it enables:

(a) Creators to publish a Series and to sell a Work as part of a Primary Sale;

(b) Sellers to sell a Work as part of a Secondary Sale;

(d) Curators to share Works and earn a Referral Reward on an attributed sale; and

(e) Workspaces to publish and present the work of Creators they host,

in each case subject to these Terms of Service. The Platform relies on the operation of smart contracts to facilitate the execution of Transactions entered into through the Platform.

2 The three surfaces

The Platform comprises three surfaces, and these Terms of Service apply to all of them:

(a) the Culture Vault Gallery, the aggregated gallery at culturevault.com;

(b) Artist Galleries, being the individual storefront of a Creator or a Workspace; and

(c) the Studio, the publishing environment in which Creators and Workspaces create, publish and manage Series and Works.

A Work presented on an Artist Gallery is presented on the same terms and at the same Listing Price as on the Culture Vault Gallery.

3 Non-custodial arrangement

Culture Vault is a non-custodial service provider of the Platform. This means Culture Vault does not own or control any Work or Eligible Virtual Asset in relation to the Service at any time, except where a Work is held in a Culture Vault collection wallet pending a Transaction or a cash-out instruction you have given. By using the Platform, you acknowledge and agree that the Platform is designed to allow for direct User accessibility without the need of Culture Vault's involvement or action. You also acknowledge that neither Culture Vault nor the Platform makes any representation or guarantee that you will achieve any specific outcome as a result of listing, publishing, selling, purchasing or bidding for a Work on the Platform.

4 Key conditions to use

All use of the Platform is subject to these Terms of Service. In addition, to initiate, authorise or complete Transactions on the Platform, Users must install or connect a Digital Wallet to an Account, or use a payment method Culture Vault makes available under clause 34.

B. Accounts with Culture Vault

5 Opening and maintaining an Account

5.1 To access the Service, you must register for an Account on the Website and provide such information as Culture Vault reasonably requests. The information that you provide must be complete, accurate and up to date.

5.2 Different eligibility criteria may apply between applicants when registering for an Account. Subject to our discretion and operational requirements, you may not hold more than one Account.

5.3 On registration of your Account, you agree to be bound by these Terms of Service as to how you may use the Platform, and by any Relevant Work Terms that apply to any Work with which you interact. Once that Account is open, we grant to you a non-exclusive, non-transferable personal right to use the Platform in accordance with these Terms of Service.

5.4 All Accounts are established and maintained by Culture Vault for the sole purpose of providing the Service.

6 Account details and access

6.1 You are responsible for maintaining the confidentiality of your Account credentials, your Digital Wallet and its private keys, and for all activity that occurs under your Account.

6.2 Culture Vault will never ask you for your private keys, your seed phrase or your password. Any communication purporting to do so is not from Culture Vault.

6.3 You must notify Culture Vault immediately at info@culturevault.com if you become aware of any unauthorised use of your Account.

7 Age and eligibility

7.1 Age. By using the Platform, you confirm that you are at least 16 years old. To publish a Series, or to transact on any Culture Vault surface, including buying, selling or transferring a Work, holding a paid Membership or receiving a payout, you confirm that you are at least 18 years old, or the age of majority in your jurisdiction if that is higher.

7.2 Age-restricted Works require verification, not only confirmation. The confirmation you give at clause 7.1 is not sufficient to reveal an age-restricted Work. Before a Work rated Mature or Explicit is first revealed to you, you must additionally complete age verification, which is not available to a User under 18.

7.3 Users under 18. If you are under 18, you confirm that your parent or guardian has read these Terms of Service and consents to your use of the Platform. Culture Vault may ask for evidence of that consent, and may suspend or close your Account if it is not provided.

7.4 Content ratings. Every Work published on the Platform carries a content rating of Safe, Mature or Explicit. Works rated Mature or Explicit are age-restricted.

7.5 Age assurance. Culture Vault uses Agemin facial age estimation, supported by Amazon Rekognition for content classification. Verification is recorded against your Account. Culture Vault receives and stores the verification outcome and a session reference. Culture Vault does not receive or store your image. Please see the Privacy Policy for how this is handled.

7.6 Verification is optional. You are not required to complete age verification. If you choose not to, you may continue to use the Platform normally, but Works rated Mature or Explicit will not be revealed to you. Culture Vault does not offer an alternative method of verifying your age.

7.7 Fail closed. Where Culture Vault cannot determine that a User is age-verified, or cannot determine the rating of a Work, the Platform will withhold the Work rather than display it.

7.8 Where age-restricted Works appear. Age-restricted Works do not appear on the Culture Vault Gallery's discovery surfaces and are not returned in Culture Vault Gallery search to a User who is not age-verified. They remain available on the relevant Artist Gallery, in the Creator's Studio, and on your own Vault or profile page, in each case subject to the age gate.

C. Memberships

8 Membership tiers

8.1 Culture Vault offers four memberships. Your membership determines your Publishing Fee, Culture Vault's share of your Creator Royalty, and what Platform features you may use.

Membership	Price	Publishing Fee	Culture Vault share of Royalty	Releases	Workspace Share ceiling	Payment Splitter ceiling
Free Access	$0	15%	15%	Not available	Not available	Not available
Pro membership	$11 per month, or $121 per year	5%	5%	Unlimited	Not available	Not available
Studio membership	$39 per month	5%	5%	Unlimited	Up to 2 points	Up to 15%
Gallery membership	$419 per month	3%	3%	Unlimited	Up to 7 points	Up to 30%

8.2 Culture Vault's own share of the Gallery Fee is 3 points of the Listing Price on every Transaction, at every membership, on every surface. It does not vary by membership and is not reduced by a Workspace Share or a Payment Splitter.

8.3 Fees are quoted exclusive of Taxes unless stated otherwise. All prices on the Platform, including membership prices, are displayed in United States dollars. Culture Vault does not offer Australian dollar pricing for memberships. The currency in which you may withdraw proceeds from the Platform is a separate matter and is dealt with in clause 34.3.

9 Subscription, trial and billing

9.1 Paid memberships are charged in advance on a recurring basis, monthly or annually as you select, until cancelled.

9.2 Trial. A 7 day trial is available on each paid membership. Free Access is free indefinitely and carries no trial.

9.3 Failed payment. If a payment fails, Culture Vault will attempt to contact you and to recover the payment. If the payment is not recovered, your membership will be downgraded to Free Access on the eighth day after the first failed payment. A downgrade does not delete your Account, your Works, or your published Series.

9.4 Effect of downgrade on a published Series. The Publishing Fee and the Culture Vault share of the Creator Royalty for a Series are fixed at the time that Series is published and are not changed by a later downgrade or upgrade. See clause 16.

9.5 Payment processing is provided by third parties. Culture Vault does not store your full card details.

10 Changing or ending a membership

10.1 You may upgrade at any time. An upgrade takes effect immediately and is charged pro rata.

10.2 You may cancel at any time. Cancellation takes effect at the end of the paid period. Culture Vault does not provide pro rata refunds for a partial period except where required by law.

10.3 On downgrade or lapse, any Workspace Share and Payment Splitter rate you have set is clamped to the ceiling of your new membership at settlement, including on Listings that are already live.

11 Comps and grants

Culture Vault may grant a complimentary or discounted membership at its discretion. A granted membership is subject to these Terms of Service in the same way as a paid one, and may be withdrawn on reasonable notice.

D. Works

12 Work descriptions and terms

12.1 Each Work listed on the Platform has a Relevant Work Description and may have Relevant Work Terms, which are set by the Creator and which form part of these Terms of Service in respect of that Work.

12.2 You must read the Relevant Work Description and any Relevant Work Terms before you transact.

12.3 Dynamic Works. Some Works are designed to change after purchase. Where a Creator has the ability to update the metadata or media of a Work after a sale, that is by design, and the Relevant Work Description will say so. A change of that kind is not a defect and does not give rise to a refund.

13 Transferability

13.1 A Work may be transferred, sold or gifted by its holder subject to these Terms of Service, the Relevant Work Terms, and the operation of the relevant smart contract.

13.2 Culture Vault does not control secondary marketplaces operated by third parties and does not guarantee that any Creator Royalty will be honoured on a sale that does not settle on the Platform. See clause 32.3.

14 Creator arrangements

14.1 A Creator retains ownership of the copyright in the underlying artwork unless the Relevant Work Terms say otherwise. Nothing in these Terms of Service transfers copyright to Culture Vault.

14.2 The intellectual property rights granted to a Purchaser in relation to a Work are set out in the Relevant Work Description. Purchasing a Work does not, by itself, transfer copyright.

E. Publishing and the Studio

15 Publishing a Series

15.1 A Creator publishes Works in a Series. Publishing a Series deploys or configures a smart contract and writes the Series parameters, including the Publishing Fee, the Creator Royalty rate and Culture Vault's share of that Royalty, into the Series record.

15.2 The Platform supports publishing on Ethereum, Polygon and Base. The chain for a Series is selected at publication and cannot be changed afterwards.

15.3 You are responsible for the accuracy of everything you publish, including title, year, medium, edition size and description.

15.4 You must be at least 18 years of age to publish a Series or to sell a Work on the Platform.

16 Publishing Fee and tier lock

16.1 The Publishing Fee is payable by the Creator to Culture Vault out of the Lot Price on a Primary Sale, at the rate for the Creator's membership in the table at clause 8.1.

16.2 The rate is fixed at publication and applies for the life of that Series. If you publish while on Free Access and later upgrade, the Series you published on Free Access continues to carry the Free Access rate. The reverse is also true: a downgrade does not increase the rate on a Series already published.

16.3 This is disclosed to you in the Studio before you publish, and you must acknowledge it.

17 Creator Royalty

17.1 A Creator sets a Creator Royalty at publication. The default is 3% and the maximum is 10% at every membership.

17.2 The Creator Royalty is calculated on the Lot Price of a Secondary Sale.

17.3 Culture Vault takes a share of the Royalty amount at the rate for the Creator's membership (clause 8.1). The Creator keeps the balance. A Gallery membership Creator keeps 97% of their Royalty; a Free Access Creator keeps 85%.

17.4 The Royalty rate and Culture Vault's share are both fixed at publication for the life of the Series.

18 Releases

18.1 A Release is a timed or conditional distribution of a Work or Series, which may be free to the recipient.

18.2 Releases are available on Pro, Studio and Gallery memberships, with no limit on the number you may run. Releases are not available on Free Access.

18.3 Where Culture Vault sponsors the network fee for a Release, it does so at its discretion and subject to a cap. Culture Vault may decline to sponsor, or may pause sponsorship, at any time.

19 Content standards, ratings and moderation

19.1 You must not publish a Work that is unlawful, that infringes another person's rights, or that breaches the Community Guidelines.

19.2 Every Work is assessed and assigned a rating of Safe, Mature or Explicit. Culture Vault uses automated classification supported by human review, and may change a rating at any time.

19.3 Culture Vault may withhold, un-list, restrict or remove any Work that it reasonably considers breaches these Terms of Service, the Community Guidelines or any law, without notice where the circumstances require it.

19.4 Child sexual abuse material is reported. Culture Vault reports suspected child sexual abuse material to the relevant authority in each market in which it operates and cooperates fully with any resulting investigation.

20 Your attestations on publishing

20.1 When you publish a Work you attest that:

(a) you are the creator of the Work, or you hold all rights necessary to publish and sell it;

(b) the Work does not infringe any third party's intellectual property, moral or personality rights;

(d) the rating information you have supplied is accurate and complete.

20.2 You indemnify Culture Vault in respect of any claim arising from a breach of clause 20.1. See clause 45.

F. Workspaces and galleries

21 Workspaces

21.1 A Workspace is an Account on a Studio or Gallery membership that may host other Creators, present their Works on its own Artist Gallery, and publish on their behalf.

21.2 A Workspace is responsible for the conduct of the Creators it hosts in relation to the Platform, and for ensuring that each hosted Creator has agreed to these Terms of Service.

22.1 A Workspace may add a Workspace Share to the Gallery Fee on Works it hosts: up to 2 points on a Studio membership and up to 7 points on a Gallery membership.

22.2 The Workspace Share is venue-independent. It applies at the same rate whether the sale settles on the Culture Vault Gallery or on the Workspace's own Artist Gallery. There is one Listing Price for a Work everywhere on the Platform.

22.3 The Workspace Share is snapshotted onto a Listing when the Listing is created. Changing your rate does not reprice a Listing a Purchaser has already seen. Rate changes apply to new Listings only.

22.4 A Creator hosted by a Workspace is told the Workspace Share that applies to their Works. Their consent is not separately required for the Workspace Share. Contrast the Payment Splitter at clause 23, which does require consent.

23.1 A Payment Splitter is a share of a hosted Creator's proceeds that a Workspace takes by agreement with that Creator: up to 15% on a Studio membership and up to 30% on a Gallery membership. It is taken from the Lot Price.

23.2 A Payment Splitter requires the signed, per-Creator, per-rate consent of the Creator before any Listing under that arrangement goes live. It is not a Workspace-level default, it cannot be buried in Workspace onboarding, and it cannot be accepted by a tick box alone.

23.3 Culture Vault recommends a Payment Splitter of 5% to 10% and will surface that recommendation to a Workspace at the point it sets a rate.

23.4 On a Secondary Sale, the Payment Splitter takes its percentage of the Creator Royalty amount, never of the resale price.

23.5 The Payment Splitter persists for Works published under the arrangement, including after the Creator leaves the Workspace. This is disclosed to the Creator at the time consent is given.

23.6 If a Workspace changes its Payment Splitter rate, the existing consent is invalidated and fresh consent is required before any further Listing under the new rate.

G. Platform operation and rules

24 Buying and selling on the Platform

24.1 A Listing is an offer capable of acceptance in accordance with its terms. Bids and offers are made in Listing Price terms, so a winning bid of a stated amount costs that amount.

24.2 Culture Vault may make available fixed price sales, auctions, offers and Releases. The mechanics of each are described on the Platform.

25 Completing a Transaction

25.1 A Transaction completes when the relevant smart contract executes and settlement occurs.

25.2 Where a Transaction fails or is reverted, any amount you have paid for it is refunded in full.

25.3 A quote for a fiat payment is held for a limited window shown on screen and is re-quoted automatically when it expires.

26 Authenticity and provenance

26.1 Culture Vault records the provenance of each Work, including its publication, its Transactions and its price history.

26.2 The Lot Price is the price of record published in provenance and price history.

26.3 Culture Vault takes reasonable steps to verify that a Creator is who they say they are, but does not warrant the authenticity or the attribution of any Work. See clause 43.

27 Confirmation and records

Culture Vault will make available to you a record of each Transaction to which you are a party, including a tax invoice where you are a Purchaser and a remittance statement where you are a Creator, Workspace or Curator.

28 Prohibition on Misconduct

28.1 You must not engage in Misconduct, which includes:

(a) wash trading, self-dealing, or any transaction designed to create a misleading impression of price, volume or demand;

(b) publishing a Work you do not have the right to publish;

(c) creating multiple Accounts to obtain a Referral Reward, a Release allocation, a trial or a comp to which you are not entitled;

(d) attempting to circumvent the age gate, the moderation system, or any Fee;

(e) using the Platform to launder money or to finance terrorism, or in breach of any Sanctions; and

(f) interfering with the operation, security or integrity of the Platform.

H. Platform fees and payments

29 Fees generally

29.1 You must pay all Fees in connection with your use of the Platform. The Fees are specified on the Website and in these Terms of Service.

29.2 Fees are added to the price the seller sets. The Lot Price is the amount the seller asks. The Gallery Fee is calculated as a percentage of the Lot Price and added to it. The Listing Price is the total the Purchaser pays.

29.3 A Purchaser is shown the Lot Price, the Gallery Fee as a single line, any third-party payment fee, the network fee, and the Listing Price. A Purchaser is not shown how the Gallery Fee is divided.

29.4 All Fees, payments and other transfers by you must be made with sufficient Gas, or such other amounts as are needed, to ensure that the full amount required to be transferred is actually received by the other party.

30 The Gallery Fee

30.1 The Gallery Fee comprises:

(a) Culture Vault's share: 3 points, on every Transaction, at every membership, on every surface and for every transaction type. This is never reduced; and

(b) any Workspace Share added under clause 22.

30.2 A Referral Reward under clause 33 is paid out of Culture Vault's 3 points, never out of a Workspace Share or a Payment Splitter.

31 The Publishing Fee

The Publishing Fee is payable by the Creator on a Primary Sale at the rate fixed for the Series under clause 16.

32.1 Culture Vault's share of a Creator Royalty is set out at clause 17.3.

32.2 Culture Vault's royalty receiver is recorded on the Series contract, so that where a Secondary Sale settles somewhere other than the Platform and that venue honours the royalty standard, the Creator Royalty and Culture Vault's share of it are distributed in the same proportions.

32.3 Culture Vault cannot enforce royalties on marketplaces it does not operate. A venue that does not honour the royalty standard will pay nothing, and Culture Vault is not liable for that outcome.

33 Referral rewards

33.1 A Curator who shares a Work that is then purchased through their attributed link earns 1 point of the Listing Price.

33.2 An Invitor who brings a Creator to the Platform earns 1 point of the Listing Price on that Creator's sales for six months from the date the Creator joins, after which the reward ends.

33.3 Where the same person is both Curator and Invitor on a Transaction, both apply and that person earns 2 points.

33.4 Referral Rewards are capped at 2 points in aggregate on any Transaction, so that Culture Vault retains at least 1 point of every Listing Price.

33.5 A Referral Reward never reduces a Workspace Share or a Payment Splitter.

34 Payment methods

34.1 Culture Vault settles Transactions in USDC. Culture Vault may make available a card or digital wallet payment method provided by a third party, currently Transak, which converts your payment and settles the Transaction.

34.2 A third-party payment provider charges its own fee, which is disclosed to you separately and labelled as a third-party fee. Culture Vault does not receive that fee.

34.3 Where Culture Vault makes a cash-out facility available to Creators and Workspaces, it is provided by a third party who performs its own identity verification. Culture Vault is not a party to that conversion. The currency you receive, the withdrawal methods available to you and the fees charged depend on your jurisdiction and on the third-party withdrawal partner serving that jurisdiction. Those partners may change, may not be available in every jurisdiction, and apply their own terms, fees and identity checks.

35 Gas

35.1 You acknowledge and agree that:

(a) Culture Vault and the Platform have no control over the fluctuating price of Gas or any other fees or costs involved in Transactions, other than the Fees;

(b) Culture Vault and the Platform incur no liability and hold no responsibility whatsoever over any Gas or other fees or costs incurred by a User in the course of interacting with the Platform; and

(c) change, unpredictability or fluctuation of Gas is not a ground for invalidating, revoking, retracting or otherwise voiding any Transaction or Order initiated by a User on the Platform.

35.2 Culture Vault may sponsor Gas for certain operations at its discretion and subject to a cap, and may withdraw that sponsorship at any time.

I. Licence and intellectual property rights

36 Rights in a Work

36.1 The conditional intellectual property rights granted to a Purchaser in relation to a Work are set out in the Relevant Work Description.

36.2 Unless the Relevant Work Terms say otherwise, a Purchaser acquires the Work and a personal, non-exclusive, non-commercial licence to display it. Copyright remains with the Creator.

37 Licence you grant to Culture Vault

37.1 By publishing a Work, you grant Culture Vault a non-exclusive, worldwide, royalty-free licence to host, store, reproduce, resize, transcode and display the Work, and to use its images and descriptive text, for the purposes of:

(a) operating and displaying the Platform, including the Culture Vault Gallery, Artist Galleries, discovery surfaces, search and share previews; and

(b) promoting the Platform, the Work, the Series and the Creator, including in marketing channels operated by Culture Vault.

37.2 This licence continues for as long as the Work is published on the Platform, and afterwards only to the extent needed for provenance, records and archival copies.

37.3 Only Works rated Safe are used in external share previews.

38 Platform intellectual property

You acknowledge and agree that you are not entitled to any intellectual property rights, including rights in relation to the use, for any purpose, of any information, image, user interface, logo, trademark, trade name, internet domain name or copyright (whether past, current or future) in connection with the Platform and the Website.

39 Artificial intelligence and machine learning

39.1 Culture Vault does not licence Works for the training of artificial intelligence models, and does not permit crawlers to collect Work images, video or media files for that purpose.

39.2 Culture Vault permits automated systems, including search engines and answer engines, to access the text, descriptive copy and statistical data associated with a Work, so that Creators and their Works can be found and cited.

39.3 Culture Vault applies technical measures to signal and restrict automated collection of media. You acknowledge that such measures are a request rather than an enforcement mechanism, and that Culture Vault cannot guarantee that a third party will honour them.

J. Your obligations

40 Your ongoing obligations

You must at all times:

(a) comply with these Terms of Service, the Community Guidelines and all applicable laws;

(b) keep your Account information complete, accurate and up to date;

(d) not engage in Misconduct.

41 Your representations and warranties

You represent and warrant that:

(a) you are at least 16 years old, and either you have full legal capacity to enter into these Terms of Service or your parent or guardian has consented to your use of the Platform under clause 7.3;

(b) you are not a person with whom dealing is prohibited under any Sanctions, and you are not located in a jurisdiction in which use of the Platform would be unlawful;

(d) where you publish a Work, the attestations in clause 20.1 are true; and

(e) you have obtained any advice you require, including tax advice, before transacting.

42 Continued representations and warranties

The representations and warranties in clause 41 are given on each occasion that you access the Platform and on each Transaction.

K. Limitation of Culture Vault's liability

43 Exclusion of representations and warranties

43.1 To the maximum extent permitted by law, the Platform and the Service are provided on an "as is" and "as available" basis, and Culture Vault excludes all representations, warranties and guarantees other than those that cannot lawfully be excluded.

43.2 Culture Vault does not warrant the authenticity, attribution, quality, value, merchantability or fitness for purpose of any Work, or the truth of anything a Creator states about a Work.

43.3 Culture Vault does not warrant that the Platform will be uninterrupted, error free, or free of harmful components, or that any smart contract will perform without fault.

44 Limitation of liability

44.1 To the maximum extent permitted by law, Culture Vault's aggregate liability to you in connection with the Platform is limited to the total Fees you have paid to Culture Vault in the six months preceding the event giving rise to the claim.

44.2 Culture Vault is not liable for any indirect, consequential, special or incidental loss, or for loss of profit, loss of opportunity, loss of data or loss of the value of any Work or Eligible Virtual Asset.

44.3 Culture Vault is not liable for the acts or omissions of any third party, including a payment provider, a blockchain network, a marketplace it does not operate, a Workspace, or another User.

45 Indemnities from you to Culture Vault

You indemnify Culture Vault and its Associates against any claim, loss, liability, cost or expense arising from or in connection with:

(a) your breach of these Terms of Service;

(b) any Work you publish, including any claim that it infringes a third party's rights or is unlawful;

(d) your Misconduct.

L. Termination rights

46 Termination

46.1 You may close your Account at any time.

46.2 Culture Vault may terminate these Terms of Service and close your Account on reasonable notice, or immediately where you have breached these Terms of Service, engaged in Misconduct, or where Culture Vault is required to do so by law.

46.3 Termination does not affect a Work you already hold on a blockchain, or a Transaction already completed.

47 Suspension and restrictions

Culture Vault may suspend your Account, restrict your access to any feature, withhold a payout, or un-list a Work, where it reasonably suspects a breach of these Terms of Service, Misconduct, or a requirement under the AML/CTF Requirements or any Sanctions.

M. Other key provisions

48 User disputes

A dispute between Users is a matter between those Users. Culture Vault is not obliged to mediate, but may do so at its discretion, and that does not make Culture Vault a party to the dispute.

49 Assignment and novation

You may not assign or novate your rights under these Terms of Service without Culture Vault's written consent. Culture Vault may assign or novate its rights on notice to you.

50 Variation

50.1 Culture Vault may vary these Terms of Service at any time by publishing the varied terms on the Website.

50.2 A variation that materially reduces your rights takes effect 30 days after publication, except where the variation is required by law or to address a security or legal risk, in which case it takes effect on publication.

50.3 Your continued use of the Platform after a variation takes effect constitutes acceptance of it.

51 Survival

Clauses 20 (attestations), 28 (Misconduct), 36 to 39 (intellectual property), 43 to 45 (liability and indemnities), 48 (User disputes), 52 (Taxation), 54 (Governing law), 55 (Arbitration), 56 (Class action waiver), 57 (Third party rights) and 58 (Notices), together with the Relevant Work Terms to the extent you hold the Work to which they pertain, survive termination.

52 Taxation

52.1 You acknowledge and agree that you are solely responsible and liable for declaring, bearing the cost of and paying all Taxes that might be imposed by the laws and regulations of any jurisdiction as a result of or in connection with your ownership, transfer, purchase, sale, publication or creation of any Work, or your access to or use of the Platform.

52.2 Culture Vault may withhold or deduct any amount it is required by law to withhold or deduct.

52.3 Culture Vault may issue a recipient created tax invoice to a Creator, Workspace or Curator who is registered for goods and services tax, where you have agreed to that arrangement.

53 Waiver of set-off

You waive any right of set-off you might otherwise have in respect of payments and Fees or under these Terms of Service under the laws of any jurisdiction.

54 Governing law

54.1 These Terms of Service are governed by and must be construed in accordance with the laws of the State of New South Wales, Australia.

54.2 To the extent the law permits, these Terms of Service prevail to the extent they are inconsistent with any laws or regulations.

55 Submission to arbitration

Any dispute arising out of or in connection with these Terms of Service is to be resolved by arbitration administered by the Australian Centre for International Commercial Arbitration (ACICA) in accordance with the ACICA Arbitration Rules. The seat of arbitration is Sydney, Australia, and the language is English.

56 Waiver of class action rights and class-wide arbitration

To the extent the law permits, you waive any right to participate in a class action or class-wide arbitration against Culture Vault.

57 Third party rights

A person who is not a party to these Terms of Service has no right to enforce them.

58 Notices

Notices to Culture Vault must be sent to info@culturevault.com. Notices to you will be sent to the email address on your Account or published on the Website.

59 Interaction with third-party platforms

The Platform interacts with third-party services including blockchain networks, wallet providers, payment providers, storage networks and identity providers. Those services are governed by their own terms. Culture Vault is not responsible for them and does not control them.

60 General interpretation

Headings are for convenience only. The singular includes the plural. A reference to a statute includes its amendments. "Including" is not limiting. If a provision is unenforceable, it is severed and the remainder continues.

N. Risk disclosure statement

61 Risks associated with Works and Transactions

Digital works are novel assets. Their value may fall to zero. There may be no market for a Work you hold. Prices are volatile. A Transaction recorded on a blockchain cannot be reversed.

62 Risks of the Platform

The Platform depends on smart contracts, which may contain faults. A fault may result in the loss of a Work or of funds. Culture Vault may pause, restrict or discontinue any feature. Culture Vault does not guarantee the continued availability of any Artist Gallery or of the Platform itself.

63 Cybersecurity and technology risk

Your Digital Wallet and its private keys are your responsibility. If you lose your private keys, your Works cannot be recovered by Culture Vault or by anyone else. Blockchain networks may experience congestion, forks or reorganisation. Storage networks may become unavailable.

64 General risks

The regulatory treatment of digital assets is uncertain and changing. A change in law may affect your ability to hold, transfer or sell a Work, or may impose Tax consequences that did not previously apply. You should obtain your own legal and tax advice.

O. Definitions

Account means the online account registered by you in connection with the Platform.

ACICA means the Australian Centre for International Commercial Arbitration.

AML/CTF Requirements means all financial crime regulation and other know-your-customer requirements and procedures as determined by Culture Vault, including the requirements under the Australian *Anti-Money Laundering and Counter-Terrorism Financing Act 2006* (Cth), as applicable.

Artist Gallery means the individual storefront of a Creator or a Workspace on the Platform.

Associates means Culture Vault's associates, employees (including volunteers and interns), agents, officers, representatives, directors, auditors, advisors, partners, legal advisors, consultants, related bodies corporate and sub-contractors.

Community Guidelines means the content and conduct guidelines published on the Website.

Creator means a User who publishes a Work or a Series on the Platform.

Creator Royalty means the royalty a Creator sets under clause 17.

Culture Vault means Culture Vault Pty Ltd, Australian Company Number 651 247 031, Australian Business Number 93 651 247 031, a company incorporated under the laws of Australia, which owns and operates the Platform. References to "we", "us" and "our" also refer to Culture Vault.

Curator means a User who shares a Work and earns a Referral Reward on an attributed sale.

Digital Wallet means a wallet capable of holding Eligible Virtual Assets and Works.

Eligible Virtual Asset means a Virtual Asset that Culture Vault accepts on the Platform.

Fees means the Gallery Fee, the Publishing Fee, Culture Vault's share of a Creator Royalty, membership charges, and any other fee specified on the Website.

Gallery Fee means the fee described at clause 30.

Gas means the network transaction fee payable to a blockchain network.

Invitor means a User who brings a Creator to the Platform and earns a Referral Reward under clause 33.2.

Listing means an offer to sell a Work on the Platform.

Listing Price means the total amount payable by a Purchaser, being the Lot Price plus the Gallery Fee.

Lot Price means the amount set by the seller, and the price of record published in provenance and price history.

Misconduct has the meaning given in clause 28.

Payment Splitter means the arrangement described at clause 23.

Platform means the Culture Vault platform, comprising the Culture Vault Gallery, Artist Galleries and the Studio.

Primary Sale means the first sale of a Work by its Creator.

Publishing Fee means the fee described at clauses 16 and 31.

Purchaser means a User who buys a Work.

Referral Reward means an amount payable to a Curator or an Invitor under clause 33.

Relevant Work Description means the description of a Work published on the Platform.

Relevant Work Terms means any additional terms a Creator applies to a Work.

Release has the meaning given in clause 18.

Sanctions means any economic sanctions, laws, regulations, embargoes or restrictive measures imposed by the United Nations Security Council or applicable law.

Secondary Sale means any subsequent sale and purchase of a Work on the Platform by a Seller, following a Primary Sale.

Seller means any User who sells or lists for sale a Work through the Platform as part of a Secondary Sale. A Seller may include a Creator.

Series means a collection of Works published together under one contract and one set of Series parameters.

Service means the offering of the Platform and its associated features and functions by Culture Vault.

Studio means the publishing environment described at clause 2(c).

Tax includes (a) any tax, levy, impost, deduction, charge, rate, withholding or duty by whatever name called levied, imposed or assessed (including withholding tax, goods and services tax, value added tax, sales tax, consumption tax, stamp duty and transaction duties or any similar impost); and (b) any interest, penalty, charge, fine, fee or other amount of any kind assessed, charged or imposed on or in respect of the above, including in connection with any failure to pay or any delay in payment.

Terms of Service means (a) the terms contained in this document; (b) any Relevant Work Description; and (c) any Relevant Work Terms.

Transaction means each of a Primary Sale or Secondary Sale of a Work via the Platform.

User means you or any other person who accesses or uses the Platform as a Creator, Seller, Purchaser, Curator, Workspace or in any other capacity (including as an authorised representative), whether or not that person holds an Account with Culture Vault.

Virtual Asset means any virtual asset that (a) is a medium of exchange; (b) gives the holder access to a platform, protocol, network or blockchain; or (c) is otherwise determined by the Seller in writing as a virtual asset, but does not include a virtual asset that is a financial product under chapter 7 of the *Corporations Act 2001* (Cth), or which would otherwise be unlawful under the laws of any jurisdiction.

Website means the website located at https://www.culturevault.com

Work means a digital work that Culture Vault has accepted for listing or publication on the Platform. Referred to in the 2022 edition of these terms as a "CV NFT".

Workspace has the meaning given in clause 21.

Workspace Share means the share described at clause 22.