KOLLEKT SERVICE PLATFORM – COLLECTOR TERMS
Latest update 30.5.2023.
This Kollekt service (hereinafter “Service”) is provided by Kollekt Group Oy (business ID: 3336449-2 / address: c/o WA Yhtiöt Oy Äyritie 12 C 01510 Vantaa, Finland), which is a limited liability company established under Finnish law (hereinafter together “we” or “Company”).
The Service may be used by companies (hereinafter “Creator”) that make available their blockchain-based digital collectibles (hereinafter “Collectible” or “Collectibles”) to end customers (hereinafter “Collector”) and by the Collectors themselves for the utilization of the Collectibles in the Service.
Please note that these Collector terms govern the contractual relationship between the Company and the Collector in regard to the Collector’s use of the Service (hereinafter “Agreement”). The contractual relationship between the Company and the Creator shall always be subject to Creator terms, which are available here: Creator terms.
Please also note that the Company itself only provides the Service in which the Collectors and the Creators may trade, retain and use the Collectibles created by the Creators. Hence, the Company shall not be liable for anything related to the Collectibles, apart for the transfer of the Collectible in accordance with the Agreement.
1.1. By using this Service and/or registering into the Service, the Collector and the Company conclude a legally binding agreement, in the form of this Agreement, which governs the use of the Service.
1.2. The Company reserves the right to unilaterally change the Agreement. The Company shall notify the Collector through email or the Service of such changes. The changes take effect 14 days after the notification. By using the Service after the changes, the Collector accepts the changes as legally binding. If the Collector does not accept the changes, the Collector’s right to use the Service shall cease immediately and the non-acceptance shall result in the automatic termination of this Agreement.
1.3. The right to use the Service is contingent upon the following: (i) the Collector is legally competent to use the Service, and (ii) the Collector is not prohibited from using the Service under any applicable law.
2. CREATING AN ACCOUNT
2.1. To be able to use the Service, the Collector has to register into the Service and create an account in the Service (hereinafter “Account”).
2.2. While using the Account, the Collector shall always comply with this Agreement, good practices and the applicable legislation.
2.3. The Collector is solely responsible for all activities performed through the Account and for the safe use of the password, maintenance, confidentiality and all other such matters in regard to their Account. If the Collector becomes aware that someone else has used the Collector’s Account, the Collector must notify us immediately of the matter through email at firstname.lastname@example.org.
3. THE COMPANY’S ROLE AS AN AGENT IN THE SERVICE
3.1. The Service is designed to facilitate a digital platform for the publication of Collectibles and a marketplace for the Creators and the Collectors. In the Service, the Company only acts as a facilitator of a digital platform and as an agent of the parties, without taking part in the actual publication and sale of the Collectible(s) between the Creator and the Collectors (hereinafter “End Service”. The Collector understands and accepts the Company’s, the Collector’s, and the Creator’s roles in the Service and the End Service, and the Collector hereby specifically authorizes the Company to act as its agent in transmitting and accepting payments and transferring Collectibles.
3.2. In connection to the End Service, the Company does not: (i) accept or charge payments of the Collectors for the End Service provided by the Creator to the Collectors, (ii) take part in the provision of the End Service provided by the Creator to the Collectors, or (iii) take part in the acceptance and conclusion of any agreement for the performance of the End Service provided by the Creator to the Collectors even if the Company were to provide an agreement template between the Creator and the Collector.
3.3. Where, in connection to the End Service, the Creator charges a fee or any kind of payment from the Collector, the Creator shall be the party responsible to identify and describe to the Collector the End Service offered and the relevant details of the Creator as the service provider as well as comply with any other applicable legal requirements.
3.4. The payment services available in the Service, which enable payments in the End Service between the Creator and the Collectors, are provided by Stripe Inc. Therefore, the Company does not take any part in the payment services of the Service or the End Service. All the fees of the Service and the End Service are divided and allocated by Stripe Inc. The Collector understands and agrees that it may be required to separately conclude an agreement with Stripe Inc. to be able to use the Service and the End Service as well as make and accept payments in the Service and the End Service.
3.5. As an agent, the Company assumes no responsibility or liability for any actions or inactions that the Creator or the Collector may or may not take. The Creator and the Collector are solely responsible for the use of the Service and the possible consequences of using the Service.
4. NATURE OF THE COLLECTIBLES
4.1. From a technical perspective, the Collectibles are non-fungible tokens based on blockchain technology (e.g. Ethereum and Solana). The blockchains supported in connection to Collectibles may vary from time to time based on the sole discretion of the Company.
4.2. From a practical perspective, the Collectibles are unique or limited edition copy of a virtual item as determined by the Creator. Hence, the Collectibles in the Service vary in nature depending on the sole discretion of the Creator. Collectibles can be for example digital representations of admission tickets to an event, access rights, images, videos or sounds.
4.3. Given that the Collectibles are based on blockchain technology, it is emphasized that the Service is solely intended for the utilization of Collectibles that are legally characterized as commodities; as per applicable legislation, non-fungible tokens are legally characterized as commodities. The Company has specifically agreed with all of the Creators that the Service may not be used for any other digital asset than Collectibles (e.g. cryptocurrency or securities).
4.4. It is entirely the responsibility of the Creator to ensure that all of its Collectibles are legally characterized as commodities. The Collector acknowledges and accepts that the Company is not liable for anything related to the legal nature of any Collectible.
5. THE SERVICE
5.1. The Collector may use the Service to (i) access the Creator’s End Service to purchase Collectibles directly from the Creator or (ii) purchase Collectibles from other Collectors in the secondary market, sell Collectibles to other Collectors in the secondary market and store Collectibles in the Service. For clarity, the Company is not a party to any Collectible transaction in the Service; the Company merely provides a marketplace for the Collectors and the Creators where they can transact with each other with Collectibles.
5.2. When a Collectible is sold by the Collector to another Collector, the Collector selling the Collectible shall decide the purchase price of the Collectible and, once a Collectible is sold, receive the purchase price of the Collectible minus possible fees as per the price list (see section 6). Please also note that each Creator has the right to implement a certain royalty fee per Collectible, which (if applicable) shall be deducted from the sale price of the Collectible. If a Collectible has a royalty fee, it shall be visible in the Service.
5.3. For the Collector to be able to store and control Collectibles in the Service, the Company provides the Collector a blockchain-based digital wallet upon registration to the Service (hereinafter “Collectible Storage”). The Collectible Storage is linked to the Collector’s Account. For the Collector to be able to store and control Collectibles in the Service, the Company provides the Collector access to blockchain-based digital wallet infrastructure, where user receives a digital wallet automatically upon registration to the Service (hereinafter “Collectible Storage”). The Collectible Storage is linked to the Collector’s Account and managed by the user.
5.4. The Collector has a right to transfer the Collectible Storage and the Collectibles in the Collectible Storage outside the Service. When the Collectible Storage is transferred outside the Service, the Collector shall also automatically terminate its Agreement with the Company. When a Collectible is transferred outside the Service, the Collector shall be solely responsible for the transfer and storage of the Collectible outside the Service, and the Collectible may not be transferred back to the Service.
6.1. The Company has a right to charge the Collector a fee for using the Service in accordance with the price list in force at a given time; the price list is displayed here: price list.
6.2. The Pricing may be changed as the rest of this Agreement.
6.3. The Company is not responsible for any fees or commissions charged by third parties or technologies (e.g. blockchain related transaction fees).
7. RIGHTS AND RESPONSIBILITIES OF THE COLLECTOR
7.1. The Collector shall be solely responsible for its own reporting obligations in connection to the Service (e.g. tax reporting).
7.2. The Collector has an obligation to truthfully provide the Company with information required for registration into the Service.
7.3. The Collector agrees not to, and shall not permit any third party to: (i) redistribute, sell, lease, lend or rent the Service, (ii) reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code for the Service, (iii) copy (except for back-up purposes), modify, adapt, alter, improve or create derivative works of the Service or any part thereof, (iv) use the Company’s name, logo or trademarks in any other context except for using the Service and without our prior written consent, (v) use the Service 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 Service.
7.4. In connection to the use of the Service, the Collector 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.
7.5. The Collector agrees to use the Service only for the purposes permitted by the Agreement and any applicable laws, regulations and generally accepted policies and guidelines in the relevant jurisdiction.
7.6. The Collector agrees not to take up any actions that disturb or in any other way hinder the Service or the Company’s servers or networks.
7.7. The Service may contain links to third party websites. When the Collector visits third party websites, the Collector does so on its own responsibility and risk.
7.8. If the Collector does not comply with this Agreement, the Company may terminate the Agreement with immediate legal effect, revoke the Account of the Collector and implement any other similar procedure.
8. RIGHTS AND RESPONSIBILITIES OF THE COMPANY
8.1. The Company shall not be obliged to provide the Collector with assistance in ensuring the Collector’s compliance with applicable laws (e.g. tax reporting).
8.2. The Company is not responsible for the availability, redemption, marketing or any related obligations of the Service or liabilities, errors, reliability, damages, or any other matters related to the Service. The Company is also not responsible for the use, obstruction, or content of the Service, nor for the actions of the Collector in the Service.
8.3. UNDER NO CIRCUMSTANCES SHALL THE COMPANY BE LIABLE FOR ACCIDENTS, DAMAGES, LOSSES OR CRIMES RELATED TO THE SERVICE. UNDER NO CIRCUMSTANCES SHALL THE COMPANY BE LIABLE FOR ANY INDIRECT DAMAGES IN ANY MANNER IN CONNECTION WITH THE SERVICE OR THE USE, INFORMATION, AND NOTICES AVAILABLE THROUGH THE SERVICE. THE COMPANY IS ALSO NOT LIABLE FOR ANY DAMAGES OR OTHER DISADVANTAGES THAT MAY BE CAUSED TO THE COLLECTOR OR THIRD PARTIES BY INCORRECT OR INSUFFICIENT INFORMATION.
8.4. The Company is not responsible for any losses arising from the use of the Service. The Collector agrees to be solely responsible for any failure to comply with its obligations under this Agreement and for their consequences.
8.5. The Company does not express or imply warranties or representations about the operation of features of the Service or the Software, and the Company does not promise that the Service or the Software will function without interruptions or errors. The Company is not responsible for any damages to the Collector, or third parties caused by the use, malfunctions, technical defects or malicious software of the Service or third-party links or any other such causes.
8.6. The Company has a right to disable the Service or a part of it due to maintenance, installation, modification, public order and safety, system overload or other similar cause.
8.7. The Company may terminate (permanently or temporarily) or cease the provision of the Service (or any part of it), either to the Collector or the Collectors in general, entirely at the Company’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 Service (or any part of it) due to it being financially unsustainable to the Company.
8.8. The Service may also enable the Collector to view, access, communicate and interact with third party sources, meaning e.g., third party websites, services and the Service or other content provided by the Company or the Creator. The Company does not assume any responsibility for the content, actions, or practices of, any such sources. The Collector’s interaction with such a source and the Collector’s use of, and reliance upon, any content provided by such sources is at the Collector’s sole discretion and risk.
8.9. The Company is not responsible for the content of the Service or its correctness, except for the content generated by the Company. Thus, the Company is not responsible for e.g., information the Collector or the Users disclose through the Service.
8.10. The Company undertakes to continuously update and develop the Service based on feedback.
8.11. The Company has the right to remove material (i) that has been denied or reported by the Company in the Service, or (ii) which, according to the Company is unlawful, contrary to good practice or this Agreement, inappropriate or erroneous, or (iii) harmful to the Company, the Collectors or third parties. The Company also has the right to remove material from the Service if the material contains any legally questionable or offensive information or content that is inappropriate for the Company.
9. DATA PROTECTION
9.1. The Company’s data processing activities are described in the Company’s Privacy Notice, which can be found here: Privacy notice.
10.1. The Collector agrees to defend, indemnify and hold harmless the Company and its affiliates, and its respective officers, directors, employees and agents, from and against any and all claims, damages, obligations, losses, liabilities, costs and expenses (including but not limited to attorney’s fees) arising from: (i) anything related to Collectibles, including the intellectual property rights, and the End Service (ii) any actions or inactions of the Creator, (iii) Collector’s use of, or inability to use, the Service, (iv) Collector’s violation of this Agreement, and (v) the Collector’s or the Creator’s violation of any third party right, including without limitation any intellectual property rights or data protection right.
11. INTELLECTUAL PROPERTY RIGHTS
11.1. The Company owns and retains all proprietary rights in the Service and in all content, trademarks, trade names, service marks and other intellectual property rights related thereto. The Service contains the copyrighted material, trademarks, and other proprietary information of the Company and its licensors. The Collector agrees to not, in any possible situation, copy, modify, transmit, create any derivative works from, make use of, or reproduce in any way any copyrighted material, trademarks, trade names, service marks, or other intellectual property or proprietary information accessible through the Service and the Software. The Collector agrees to not remove, obscure, or otherwise alter any proprietary notices appearing on any content, including copyright, trademark and other intellectual property notices.
11.2. Notwithstanding any aforementioned, unless otherwise explicitly stated by the Company, the Company does not own the intellectual property rights to any Collectibles or the content contained therein, unless the Collectible is that of the Company. Please note that the Creator, whose Collectibles are used in the Service, may have their own terms and conditions for the Collectibles that govern the rights of the Collectibles.
11.3. If the Collector provides any communications or materials to the Company by email, telephone, or otherwise, suggesting or recommending changes to the Service or Service, including without limitation, new features or functionality relating thereto, or any comments, questions, suggestions, the Company is free to use such feedback irrespective of any other obligation or limitation between the parties governing such feedback. The Company is free to use, without any attribution or compensation to any party, any ideas, know-how, concepts, techniques, or other intellectual property rights contained in feedback, for any purpose whatsoever, although the Company is not required to use any of such feedback.
12. LIMITATION OF LIABILITY
12.1. TO THE FULLEST EXTENT ALLOWED BY APPLICABLE LAW, IN NO EVENT SHALL THE COMPANY, ITS AFFILIATES, BUSINESS PARTNERS, LICENSORS OR SERVICE PROVIDERS BE LIABLE TO THE COLLECTOR 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 COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
12.2. Notwithstanding anything to the contrary contained herein, the Company’s aggregate liability to the Collector 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 Collector to the Company for the Service within the three (3) months preceding the date of bringing a claim.
12.3. Unless otherwise expressly stated by the Company, the Service, material related to the Service and any content, services, or features made available in conjunction with or through the Service 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 Company 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.
12.4. Unless otherwise expressly stated by the Company, the Company and its affiliates do not warrant that the Service and any content, or features made available in conjunction with or through the Service will be uninterrupted or error-free, that defects will be corrected, or that the Service and any content, data related to the Collector, services, or features made available in conjunction with or through the Service or the server that makes them available are free of viruses or other harmful components.
12.5. The limitations set forth in this section are not applicable to damage(s) arising as a direct result of the Collector’s material breach of its obligations under this Agreement.
12.6. Unless otherwise expressly stated by the Company, the Company and its affiliates do not warrant or make any representations regarding the use or the results of the use of the Service, the Company platform, other Company services, any Company material or any linked sites, in terms of correctness, accuracy, reliability, or otherwise.
13. GOVERNING LAW AND DISPUTES
13.1. This Agreement and the legal relationship between the Collector and the Company shall be governed by and construed and interpreted in accordance with the laws of Finland without regard to its principles and rules on conflict of laws. For clarity, the United Nations Convention on Contracts for the International Sale of Goods (CISG) is expressly and entirely excluded.
13.2. It is specifically emphasized that the Company takes no part in the Collectibles, whereby the Company shall be responsible only for the Service as per this Agreement. Therefore, if the Collector has a dispute with a Creator or another Collector, the Company shall endeavor to the best of its capabilities to help the parties settle their dispute. However, the Company is under no obligation to do so, nor is the Company in any way responsible for the dispute between the Collector and the Creator or another Collector or its resolution.
13.3. If a Collector has a claim against the Company regarding the Service, the Collector may seek to settle disputes at the District Court of Helsinki.
14. TERM AND TERMINATION
14.1. This Agreement enters into force once the Collector accepts this Agreement via the Service. This Agreement is valid for indefinitely.
14.2. The Collector may terminate this Agreement with immediate effect through the Service. By terminating this Agreement, the Collector is not however exempt from the obligations the Collector has undertaken under this Agreement prior to the termination.
14.3. The Company may terminate this Agreement unilaterally with immediate effect at any time. When the Agreement is terminated by the Company, the Company shall notify the Collector in writing of the termination of the Agreement.
14.4. When the Agreement is terminated, the Collector’s account will be revoked and the Collector’s Collectible Storage (together with the Collectibles in it) in the Service shall be transferred outside the Service. When the Collectible Storage is transferred outside the Service, the Collector shall be provided with all the information required for the full and independent administration of the Collectible Storage, whereafter the Company shall no longer have control over the Collectible Storage.
14.5. Sections 3, 4, 7, 8, 10, 11, 12 and 13 shall prevail and stay in force even after the termination of the Agreement.
15.1. The Company shall not be responsible for delays or damages caused by events beyond the Company’s control and which the Company cannot be reasonably expected to take into account at the time of signing the Agreement, and the consequences of which the Company could not have reasonably foreseen, avoided or overcome (forcemajeure). 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 labour struggle actions. Strikes, lockouts, boycotts or comparable labour struggle events, unless otherwise demonstrated, are considered force majeure events even in the case that the Collector is the target of or party to such actions. Force majeure events affecting the Company’s subcontractors are also considered the Company’s force majeure events, if the contracted transaction cannot be made or acquired elsewhere without unreasonable costs or substantial delays. The Company must notify the Collector of force majeure events and their ending without delay.
15.2. The Collector does not have the permission to surrender, transfer or sublicense this Agreement unless the Collector obtains prior written consent from the Company. The Company has a unilateral right to assign, transfer or delegate any or all of its rights and obligations under the Agreement.
15.3. The Collector agrees that if the Company does not exercise or enforce any legal rights under the Agreement (e.g., the right to compensation), it does not imply that the Company formally waives its rights, nevertheless the Company still has the right to exercise its rights.
15.4. The Collector agrees that any cause of action that the Collector 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.
15.5. Any notice or document required or permitted to be given under this Agreement shall be given in writing.
15.6. 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.