DATED: MAY 2023
The Oriental Art Invest service and network (collectively, the " Service ") are operated by Oriental Art Investment (collectively, "Oriental Art Invest", "we", or "us"). Our website www.orientalartinvest.com, including any subdomain thereof (the " Platform"), was designed to help our users and the public at large view information regarding our Service and to use information, content, messages, products, services, software, and databases available via the Platform.
By accessing the Platform, you (the "User" or "you") signify that you have read, understand and agree to be bound by these terms of use ("Terms"), regardless of whether you are a registered member of the Service. In addition to these Terms, you may enter into other agreements with us or others that will govern your use of the Service or related services offered by us or others. If there is any contradiction between these Terms and another agreement you enter into applicable to specific aspects of the Service, the other agreement shall take precedence in relation to the specific aspects of the Service to which it applies. As used herein, "Users" means anyone who accesses and/or uses the Platform, as well as anyone who owns securities that were originally issued via the Platform. For any terms herein applicable to all Users, all investor members, or business and other entity Users specifically, or where the context otherwise requires, "Users" shall be deemed to include any business or other entity on behalf of which the Platform or Service is accessed by any other User, and "you" shall be deemed to include any such business or other entity and any person acting on behalf of any such business or other entity in connection with the use of the Platform or Service.
Changes to these Terms of Use
We may make changes to these Terms from time to time in our sole discretion. If we do this, we will post the changed Terms on the Platform and will indicate at the top of this page the date the Terms were last revised. You understand and agree that your continued use of the Service or the Platform after we have made any such changes constitutes your acceptance of the new Terms.
ALL USERS: ELIGIBILITY, LICENSE AND REPRESENTATIONS
Eligibility: General
This Platform is intended solely for Users who, if they are natural persons, are eighteen (18) years of age or older, and any registration by, use of, or access to the Platform by any natural person under 18 is unauthorized, unlicensed, and in violation of these Terms. By using the Service or the Platform, you represent and warrant that, if you are a natural person, you are 18 or older and that you agree to and will abide by these Terms in their entirety. If you violate any of these Terms or otherwise violate an agreement between you and us, Oriental Art Invest may delete your profile and any content or information that you have posted on the Platform and/or prohibit you from using or accessing the Service or the Platform (or any portion, aspect or feature of the Service or the Platform), at any time in its sole discretion, with or without notice, including without limitation if it believes that you are under eighteen (18) years of age.
Proprietary Rights in Platform Content; Limited License
All content on the Platform, including but not limited to designs, text, graphics, pictures, video, information (including, without limitation, data aggregated and compiled by us regarding same sale pairs, total returns, and median annual returns of artists, artist markets and specific artworks), software, music, sound, and other files, and their selection and arrangement (the " Platform Content"), are the proprietary property of Oriental Art Invest with all rights reserved, except the copyright to certain images or videos appearing on the Platform may belong to third parties and we are using such images as a fair and permissible use and/or with the consent of the copyright holder. No Platform Content may be modified, copied, distributed, framed, reproduced, republished, downloaded, displayed, posted, transmitted, or sold in any form or by any means, in whole or in part, without Oriental Art Invest's prior written permission, except as provided in the following sentence and except that the foregoing does not apply to your own User Content (as defined below) that you legally post on the Platform. Provided that you are eligible for use of the Platform, you are granted a limited license to access and use the Platform and to download or print a copy of any portion of the Platform Content solely for your use in connection with your use of the Platform or Service, provided that you keep all copyright or other proprietary notices intact. Except for your own User Content, you may not republish Platform Content on any Internet, Intranet or Extranet Platform or incorporate the information in any other database or compilation, and any other use of the Platform Content is strictly prohibited. Any use of the Platform or the Platform Content other than as specifically authorized herein, without the prior written permission of Oriental Art Invest, is strictly prohibited and will terminate the license granted herein. Such unauthorized use may also violate applicable laws including without limitation copyright and trademark laws and applicable communications regulations and statutes. Unless explicitly stated herein, nothing in these Terms shall be construed as conferring any license to intellectual property rights, whether by estoppel, implication, or otherwise. This license is revocable by us at any time without notice and with or without cause.
You may review personal information posted by or relating to other Users on the Platform, but you are not authorized to disclose such information for any purpose. You may not reproduce any personal information. Further, you represent and warrant that: (i) you do not have the ability to match any personal information posted by or relating to other Users to the identity of any individual; (ii) you will not make any attempt to obtain data permitting you to match any personal information posted by or relating to other Users to the identity of any individual; (iii) you will not accept any information from any third party that permits such a match; and (iv) you will make no such match.
Restrictions on Data Collection/Termination
Without our prior consent, you may not:
We may terminate, disable or throttle your access to, or use of, this Platform and the Services for any reason, including without limitation, if we believe that you have violated or acted inconsistently with any portion of these Terms.
User Representations
You represent, warrant, and agree that no materials of any kind submitted through your membership account on the Platform (" Platform Account") or otherwise posted or shared by you through the Service will violate or infringe upon the rights of any third party, including copyright, trademark, privacy, publicity, or other personal or proprietary rights; or contain libelous, defamatory or otherwise unlawful material. You further agree not to harvest or collect email addresses or other contact information of Users from the Service or the Platform by electronic or other means for the purposes of sending unsolicited emails or other unsolicited communications. Additionally, you agree not to use automated scripts to collect information from the Service or the Platform or for any other purpose. You further agree that you may not use the Service or the Platform in any unlawful manner or in any other manner that could damage, disable, overburden, or impair the Platform. In addition, you agree not to use the Service or the Platform to:
User Content Posted on the Platform
You are solely responsible for the personal or business information, photos, profiles, messages, notes, text, information, music, video, contact information for you or others, advertisements, or other content that you upload, publish, provide, or display (hereinafter, " post") on or through the Service or the Platform, or transmit to or share with other Users (collectively the " User Content "). You understand and agree that Oriental Art Invest may, but is not obligated to, review and delete or remove (without notice) any User Content in its sole discretion, including without limitation, User Content that in the sole judgment of Oriental Art Invest violates these Terms might be offensive or illegal or might violate the rights of, harm, or threaten the safety of, Users or others.
By posting User Content to any part of the Platform, you automatically grant, and you represent and warrant that you have the right to grant, to Oriental Art Invest an irrevocable, perpetual, non-exclusive, transferable, fully paid, worldwide license (with the right to sublicense) to use, copy, publicly perform, publicly display, reformat, translate, excerpt (in whole or in part) and distribute such User Content for any purpose on or in connection with the Platform or the promotion thereof, to prepare derivative works of, or incorporate into other works, such User Content, and to grant and authorize sublicenses of the foregoing. You may remove your User Content from the Platform at any time. If you choose to remove your User Content, the license granted above will not expire.
You may review personal or business information posted by other Users on the Platform, but you are not authorized to disclose such information for any purpose.
ALL USERS: CONSENT TO ELECTRONIC TRANSACTIONS AND DISCLOSURES
Because Oriental Art Invest operates on the Internet, it is necessary for you to consent to transact business with us online and electronically. As part of doing business with us, therefore, we also need you to consent to our giving you certain disclosures electronically, either via our Platform or to the email address (or other electronic means of communication) you provide to us. By agreeing to the Terms, you explicitly agree to receive electronically all documents, communications, notices, contracts, and agreements (including any IRS Forms, including Form 1099 and Form K-1) arising from or relating to your use of the Platform and Service, including any securities you have purchased, your use of this Service, and the voting of any securities you have purchased as an investor in any offering made available through the Platform (each, a "Disclosure"), whether we are acting in the capacity as issuer, agent or otherwise. The decision to do business with us electronically is yours. This document informs you of your rights concerning Disclosures.
Electronic Communications. Any Disclosures will be provided to you electronically through orientalartinvest.com either on our Platform or via electronic mail to the verified email address you provided or through other electronic means of communication based on information provided by you. If you require paper copies of such Disclosures, you may write to us at the mailing address provided below and a paper copy will be sent to you at a cost of up to $5.00. A request for a paper copy of any Disclosure will not be considered a withdrawal of your consent to receive Disclosures electronically. Any IRS 1099 Forms or Form K-1s provided electronically will remain accessible through at least October 15 of the year in which such IRS Form 1099 or Form K-1 is made available; after that time the IRS Form 1099 may no longer be accessible electronically. We may discontinue the electronic provision of Disclosures at any time in our sole discretion.
Scope of Consent. Your consent to receive Disclosures and transact business electronically, and our agreement to do so, applies to any transactions to which such Disclosures relate, whether between you and Oriental Art Invest or between you and another party with whom you transact through the Platform. Your consent will remain in effect for so long as you are a User and, if you are no longer a User, will continue until such a time as all Disclosures relevant to transactions that occurred while you were a User have been made.
Consenting to Do Business Electronically. Before you decide to do business electronically with Oriental Art Invest, you should consider whether you have the required hardware and software capabilities described below.
Hardware and Software Requirements. In order to access and retain Disclosures electronically, you must satisfy the following computer hardware and software requirements: access to the Internet; an email account and related software capable of receiving email through the Internet; supported Web browsing software (Chrome version 32.0 or higher, Firefox version 26.0 or higher, Internet Explorer version 8.0 or higher, or Safari version 7.0 or higher); and hardware capable of running this software.
Telephone Consumer Protection Act (TCPA) Overview Consent: You expressly consent to receive calls and messages, including auto-dialed and pre-recorded message calls, and SMS messages or push notifications (including text messages) from us, our affiliates, agents and others calling at their request or on their behalf, at any telephone numbers that you have provided or may provide in the future (including any cellular telephone numbers). Your cellular or mobile telephone provider will charge you according to the type of plan you carry.
Consent to Digital Call Recording. Oriental Art Invest uses technology that records telephone calls for quality assurance, customer service, training, and data analysis purposes only. By agreeing to our Terms, you hereby consent to our recording of telephone conversations between you and Oriental Art Invest representatives and you hereby agree that our employees, agents, and authorized representatives may listen to a call that has been recorded on our behalf for the purposes set forth above.
To unsubscribe from text messages at any time reply STOP, STOPALL, UNSUBSCRIBE, CANCEL, END, or QUIT to any text message you receive from Oriental Art Invest. You consent that following such a request to unsubscribe, you may receive one final text message from Oriental Art Invest confirming your request. Note that unsubscribing from promotional and/or account-related texts will not prevent Oriental Art Invest from sending you text messages for security and authentication purposes.
Additional Mobile Technology Requirements. If you are accessing our Platform and the Disclosures electronically via a mobile device (such as a smartphone, tablet, and the like), in addition to the above requirements you must make sure that you have software on your mobile device that allows you to print and save the Disclosures presented to you during the application process. These applications can be found for most mobile devices in the device's respective "app store". If you do not have these capabilities on your mobile device, please access our Platform through a device that provides these capabilities.
Withdrawing Consent. You may not withdraw consent to doing business with us electronically for as long as you have outstanding any investments made through the Platform. If you have no outstanding investments made through the Platform and wish to withdraw consent to doing business electronically, we will terminate your registered Platform Account with us. This does not apply to any marketing or promotional materials.
INDIVIDUAL USERS
Registration Data; Account Security
In consideration of your use of the Platform, you agree to: (a) provide accurate, current, and complete information about you as may be prompted by any registration or subscription forms on the Platform or otherwise requested by Oriental Art Invest (" Individual Registration Data"); (b) maintain the security of your password and identification; (c) maintain and promptly update the Individual Registration Data, and any other information you provide to Oriental Art Invest, to keep it accurate, current and complete; (d) promptly notify Oriental Art Invest regarding any material changes to information or circumstances that could affect your eligibility to continue to use the Platform or Service or the terms on which you use the Platform or Service, and (e) be fully responsible for all use of your Platform Account and for any actions that take place using your Platform Account.
KNOW YOUR CUSTOMER
You acknowledge that Oriental Art Invest and any RIA Partner will perform Know Your Customer ("KYC") procedures on all subscribers, as required by internal policies and, in the case of any RIA Partner, as required by applicable FINRA guidelines and federal and state regulations for financial institutions. You agree that this is a general requirement and in compliance with regulatory rules and guidance, and in no way creates or is deemed to be any form of recommendation or advice by Oriental Art Invest. Oriental Art Invest may in its sole and absolute discretion decline to accept any person's request in anything, at any time, with no requirement for any reason or explanation; the parties agree that such decline(s), if any, shall not constitute an opinion, recommendation or investment, legal or tax advice by Oriental Art Invest.
PAYMENT PROCESSING
(a) Oriental Art Invest does not process payments directly but instead utilizes third-party partners to process payment transactions on behalf of Users through the appropriate bank, credit card, or debit card network, as applicable. When a User chooses to use the Service to make an investment in an Oriental Art Invest issuer, the User hereby consents to any appropriately licensed third-party agent appointed by Oriental Art Invest facilitating and/or processing payments made or received through the Service, including, without limitation, the consent to access, charge or debit a payor's credit card, debit card, bank account or other payment mechanism (but only upon receipt of instructions to do so from User and only for the purposes and within the limits of such instructions); (b) Each User acknowledges and agrees that a payment transaction made through the Service is a transaction between Users wishing to invest in a Oriental Art Invest listings and those listing such investment and not with Oriental Art Invest. Oriental Art Invest is not a party to any payment transaction related to any such investment and Oriental Art Invest is not a buyer or seller in connection with any such investment transaction; (c) Users may only use the Service to process a payment transaction for investment in a Oriental Art Invest listing through a legitimate, bona fide sale of such product or service. Users may not use the Service to purchase any illegal goods or services or for any other underlying illegal transaction; and (d) Unless held in escrow in accordance with the terms governing investment by the User, as agreed between the User and Oriental Art Invest at the time of investment, all payment transactions processed through the Service are non-refundable to a User by Oriental Art Invest and are non-reversible by a User through the Service. Users may have additional refund or charge-back rights under the agreement a User has with the issuer of the User's payment instrument (i.e. its credit or debit card agreement or bank) or applicable state and federal laws. User should review its periodic statement received from the issuer of its payment instrument, which will reflect all purchase transactions through the Service
OTHER APPLICABLE FEES
Oriental Art Invest and applicable listings may carry fees related to the management of assets. These will be detailed in the listing documentation,
TERMS APPLICABLE TO ENTITY USERS
Eligibility: Entity Users
Access to the Platform for Users that are entities, including trusts, or persons acting on behalf of such entities, is intended solely for authorized representatives of entities that are in good standing in each jurisdiction in which they are registered to conduct business and persons otherwise authorized by such entities to act in furtherance of their use of the Platform or Service. By using the Service or the Platform on behalf of an entity, you represent and warrant that you are duly authorized in accordance with the foregoing by the entity on behalf of which you are acting, that you have the power and authority to enter into binding agreements on behalf of the entity or in the capacity in which you are acting, and that the entity is in good standing in each jurisdiction in which it is registered to conduct business to the best of your knowledge. Furthermore, you confirm that you agree to all of the terms and conditions of these Terms individually and on behalf of such entity, and represent and warrant that you and such entity will abide by all of the terms and conditions of these Terms. If you, the entity, any other person acting on behalf of the entity or trust violate any of these Terms, or otherwise violate an agreement between the entity (or, if applicable, any guarantor) and Oriental Art Invest, Oriental Art Invest may terminate the entity's membership, delete any associated profile and any content or information posted on the Platform in connection with the entity's membership and/or prohibit you, such entity and any other person acting on the entity's behalf from using or accessing the Service or the Platform (or any portion, aspect or feature of the Service or the Platform), at any time in its sole discretion, with or without notice.
Business Registration Data; Account Security
In consideration of your use of the Platform and the Service on behalf of an entity member, you, individually and on behalf of such entity, agree to: (a) provide accurate, current and complete information about the entity, yourself and any other principals and/or authorized representatives of the entity member as may be prompted by any registration forms on the Platform or otherwise requested by Oriental Art Invest ("Business Registration Data"), including the entity's full legal name; (b) provide such materials as Oriental Art Invest may request to establish and/or verify your or any other person's identity or authority to enter into binding agreements on behalf of the entity, or to establish and/or verify the entity's legal existence, good standing in any jurisdiction and eligibility to use the Platform or Service; (c) maintain the security of any password and identification issued for use by or on behalf of the entity; (d) maintain and promptly update the Business Registration Data, and any other information provided to Oriental Art Invest by you or anyone else acting on behalf of the entity, to keep it accurate, current and complete; (e) promptly notify Oriental Art Invest regarding any material changes to information or circumstances impacting the entity's legal existence, good standing in any jurisdiction in which the entity is authorized to conduct business, or eligibility for continued use of the Platform or any Service; and (f) be fully responsible for all use of any Platform Accounts opened on behalf of the entity and for any actions that take place using such Platform Account.
Additional Representations: Entity Users
In addition to the User Representations set forth above under "User Representations", which you hereby confirm on behalf of the entity member, you further agree, both individually and on behalf of the entity, not to use the Service or the Platform to:
Furthermore, you represent and warrant and agree, both individually and on behalf of the entity, that:
Scope of License to Use
For Users that are entities, or persons acting on behalf of entities, the limited license to access and use the Platform granted above shall be deemed granted to the entity member and to those authorized representatives of the entity for whom Business Registration Data has been provided to Oriental Art Invest while acting on behalf of the entity member in their official capacities. Any access to or use of the Platform by persons who are not authorized representatives of the entity, including but not limited to any representative for whom Business Registration Data has not been provided, voids this license and shall constitute a violation of these Terms. Furthermore, this license is revocable by us at any time with regard to the entity member and/or any person acting on such entity's behalf without notice and with or without cause.
INTELLECTUAL PROPERTY MATTERS
Trademarks
"Oriental Art Invest" and other Company graphics, logos, designs, page headers, button icons, scripts, and service names are registered trademarks, trademarks, or trade dress of Oriental Art Invest in the U.S. and/or other countries. Oriental Art Invest's trademarks and trade dress may not be used, including as part of trademarks and/or as part of domain names, in connection with any product or service in any manner that is likely to cause confusion and may not be copied, imitated, or used, in whole or in part, without the prior written permission of Oriental Art Invest.
Copyright Complaints
If you believe that any material on the Platform infringes upon any copyright which you own or control, you may send a written notification of such infringement to our Designated Agent at Legal@orientalartinvest.com
Repeat Infringer Policy
In accordance with the Digital Millennium Copyright Act (DMCA) and other applicable laws, Oriental Art Invest has adopted a policy of terminating, in appropriate circumstances and at Oriental Art Invest's sole discretion, the memberships of members who are deemed to be repeat infringers. Oriental Art Invest may also at its sole discretion limit access to the Platform and/or terminate the memberships of any Users who infringe any intellectual property rights of others, whether or not there is any repeat infringement.
Submissions
You acknowledge and agree that any questions, comments, suggestions, ideas, feedback or other information about the Platform or the Service ("Submissions"), provided by you to Oriental Art Invest are non-confidential and shall become the sole property of Oriental Art Invest. Oriental Art Invest shall own exclusive rights, including all intellectual property rights, and shall be entitled to the unrestricted use and dissemination of these Submissions for any purpose, commercial or otherwise, without acknowledgment or compensation to you.
MISCELLANEOUS TERMS
Links to Other Web Platforms and Content
The Platform contains (or you may be sent through the Platform or the Services) links to other web Platforms ("Third Party Platforms"), as well as articles, photographs, text, graphics, pictures, designs, music, sound, video, information, software and other content belonging to or originating from third parties (the "Third Party Content"). Such Third third-party platforms and Third Party Content are not investigated, monitored, or checked for accuracy, appropriateness, or completeness by us, and we are not responsible for any Third Party Platforms accessed through the Platform or any Third Party Content posted on the Platform, including without limitation the content, accuracy, offensiveness, opinions, reliability or policies of or contained in the Third Party Platforms or the Third Party Content. Inclusion of or linking to any Third Party Platform or any Third Party Content does not imply approval or endorsement thereof by us. If you decide to leave the Platform and access the Third Party Platforms, you do so at your own risk and you should be aware that our terms and policies no longer govern. You should review the applicable terms and policies, including privacy and data-gathering practices, of any Platform to which you navigate from the Platform.
User Disputes
You are solely responsible for your interactions with other Users. We reserve the right but have no obligation, to monitor disputes between you and other Users.
Privacy
Please review Oriental Art Invest's Privacy Policy . By using the Platform or the Service, you are consenting to have your personal data transferred to and processed in the United States. We may listen to and/or record phone calls between you and our representatives without notice to you as permitted by applicable law. For example, we listen to and record calls for quality monitoring purposes.
Withdrawal Policy
Subject to these Terms and any applicable Product Terms, and provided that you have sufficient balance on your Oriental Art Invest Account and the relevant digital assets are not on hold in your account in connection with any Oriental Art Service, you may give us instructions to transfer digital assets to an external wallet address by submitting a withdrawal request on the platform, and it will be automatically sent to your receiving account immediately. Before completing your withdrawal, a new user needs to at least complete KYC. After that, you can withdraw funds.
Please note that deposited funds and investment profits are available for withdrawal in your Oriental Art Invest account. This policy is designed to safeguard the reputation of our platform and protect against money laundering and fraud.
Disclaimers
Oriental Art Invest does not guarantee the accuracy of any User Content or Third Party Content. Although we provide rules for User conduct and postings, we do not control and are not responsible for what Users post on the Platform and are not responsible for any offensive, inappropriate, obscene, unlawful or otherwise objectionable content you may encounter on the Platform or in connection with any User Content or Third Party Content. Oriental Art Invest is not responsible for the conduct, whether online or offline, of any User of the Platform or Service. Oriental Art Invest cannot guarantee and does not promise any specific results from the use of the Platform and/or the Service.
The Platform and the Service may be temporarily unavailable from time to time for maintenance or other reasons. Oriental Art Invest assumes no responsibility for any error, omission, interruption, deletion, defect, delay in operation or transmission, communications line failure, theft or destruction or unauthorized access to, or alteration of, User communications. Oriental Art Invest is not responsible for any problems or technical malfunction of any telephone network or lines, computer online systems, servers or providers, computer equipment, software, failure of email or players on account of technical problems or traffic congestion on the Internet or on the Platform or combination thereof, including injury or damage to Users or to any other person's computer related to or resulting from participating or downloading materials in connection with the Web and/or in connection with the Service. Under no circumstances will Oriental Art Invest be responsible for any loss or damage, including any loss or damage to any User Content, financial damages or lost profits, loss of business, or personal injury or death, resulting from anyone's use of the Platform or the Service, any User Content or Third Party Content posted on or through the Platform or the Service or transmitted to Users, or any interactions between Users of the Platform, whether online or offline.
Oriental Art Invest reserves the right to change any and all content contained in the Platform and any Services offered through the Platform at any time without notice. Reference to any products, services, processes, or other information, by trade name, trademark, manufacturer, supplier, or otherwise does not constitute or imply endorsement, sponsorship, or recommendation thereof, or any affiliation therewith, by Oriental Art Invest.
Indemnity
You agree to indemnify and hold Oriental Art Invest, its subsidiaries and affiliates, and each of their directors, officers, agents, contractors, members, managers, partners, and employees, harmless from and against any loss, liability, claim, demand, damages, costs and expenses, including reasonable attorney's fees, arising out of or in connection with your User Content, any Third Party Content you post or share on or through the Platform, your use of the Service or the Platform, your conduct in connection with the Service or the Platform or with other Users of the Service or the Platform, or any violation of these Terms or of any law or the rights of any third party. The previous sentence shall not apply to any extent to Users while acting as an investor or while registering as an investor in connection with their: (i) posting of User Content; or (ii) use of the Platform or Service.
No Waiver
The failure of Oriental Art Invest to exercise or enforce any right or provision of these Terms shall not constitute a waiver of such right or provision in that or any other instance. If any provision of these Terms is held invalid, the remainder shall continue in full force and effect. If any provision of these Terms shall be deemed unlawful, void or for any reason unenforceable, then that provision shall be deemed severable from these Terms and shall not affect the validity and enforceability of any remaining provisions.