Welcome to wag-art.com (the “Site”), the website and online service of Winston Artory Group Inc. (“Winston Artory Group,” “we,” “our,” or “us”). This page explains the terms by which you may use the Site. By accessing or using the Site, or by clicking a button or checking a box marked “I Agree” (or something similar), you signify that you have read, understood, and agree to be bound by these Terms of Service (this “Agreement”) and to the collection and use of your information as set forth in our Privacy Policy, whether or not you are a registered user of our Site. Winston Artory Group reserves the right to modify these terms and will provide notice of these changes as described below. This Agreement applies to all visitors, users, service providers, and others who access the Site (“Users”).

Please read this Agreement carefully to ensure that you understand each provision. This agreement contains a mandatory individual arbitration and class action/jury trial waiver provision that requires the use of arbitration on an individual basis to resolve disputes, rather than jury trials or class actions.

1. Site Description

Winston Artory Group provides a registry (“Winston Artory Group Registry”) for art and collectibles (“Art”), stamping data to public blockchains, where artists, art dealers, estates, auction houses, appraisers, and other sellers, service providers, or vetting institutions of Art (collectively, “Service Providers”), and buyers, collectors, or researchers of Art (“Collectors”), can securely record and access lifecycle information about their and other Users’ Art. Service Providers may issue a certificate (“Registration Certificate”) to their client (“Buyer”) if and when Service Providers have their Buyers’ Art registered on the Winston Artory Group Registry. The Registration Certificate is available to the Buyer on certain pages on the Site and sometimes it can grant anonymous access to the Buyer to certain pages on the Site. In addition, the Site provides a web-based platform for minting tokens containing Art data and potentially offering services from Service Providers. The Winston Artory Group Platform supports a variety of blockchains, which, as updated from time to time in Winston Artory Group’s sole discretion, may include, but is not limited to: Algorand, Ethereum, and Polygon (each, a “Winston Artory Group-Supported Blockchain”). For more information about the Winston Artory Group Platform, please visit our FAQs.

1.1 Eligibility

This is a contract between you and Winston Artory Group. You must read and agree to these terms before using the Site. If you do not agree, you may not use the Site. You may use the Site only if you can form a binding contract with Winston Artory Group, and only in compliance with this Agreement and all applicable local, state, national, and international laws, rules, and regulations. Any use or access to the Site by anyone under 18 is strictly prohibited and in violation of this Agreement. The Site is not available to any Users previously removed from the Site by Winston Artory Group.

1.2 Limited License

Subject to the terms and conditions of this Agreement, you are hereby granted a limited, non-exclusive, non-transferable, freely revocable license to use the Site as permitted by the features of the Site. Winston Artory Group reserves all rights not expressly granted herein in the Site and the Winston Artory Group Content (as defined below). Winston Artory Group may terminate this license at any time for any reason or no reason.

1.3 User Accounts

Your account(s) on the Site, sometimes referred to on the Site as the Collector’s Vault or Your Collection, (your “User Account”) gives you access to the services and functionality that we may establish and maintain from time to time and in our sole discretion. We may maintain different types of User Accounts for different types of Users. If you open a User Account or are otherwise granted access or use of the Site on behalf of a company, organization, or other entity, then (i) “you” includes you and that entity, and (ii) you represent and warrant that you are an authorized representative of the entity with the authority to bind the entity to this Agreement, and that you agree to this Agreement on the entity’s behalf.

In some cases, to create or access your User Account, you may provide a blockchain address and link directly to a third-party, Winston Artory Group-Supported Blockchain wallet application (such as the web browser extension Metamask) (each, a “Wallet”). You agree that the information you provide to us is accurate, complete, and not misleading, and that you will keep it accurate and up to date at all times. You are solely responsible for maintaining the confidentiality of your Wallet and User Account and you accept responsibility for all activities that occur under your User Account. If you believe that your Wallet or User Account is no longer secure, then you should immediately notify us at support@wag-art.com. By using a Wallet in connection with the Site, you agree that you are using the Wallet under the terms and conditions of the applicable provider of the Wallet. Wallets are not operated by, maintained by, or affiliated with Winston Artory Group, and Winston Artory Group does not have custody or control over the contents of your Wallet and has no ability to retrieve or transfer its contents. Winston Artory Group accepts no responsibility for, or liability to you, in connection with your use of a Wallet and makes no representations or warranties regarding how the Site will operate with any specific Wallet. You are solely responsible for keeping your Wallet secure and you should never share your Wallet credentials or seed phrase with anyone. If you discover an issue related to your third-party Wallet, please contact your Wallet provider.

You may never use another User’s User Account without permission. When creating your User Account, you must provide accurate and complete information, and you must keep this information up to date. You are solely responsible for the activity that occurs on your User Account, and you must keep any and all digital and physical User Account access credentials secure (including, but not limited to, any Registration Certificates issued to you by Service Providers if you are a Buyer). You must notify Winston Artory Group immediately of any breach of security or unauthorized use of your User Account. If you are a User who accesses the Site through a Registration Certificate, then in the event of any breach of security, unauthorized use of your User Account, or other issue with your User Account, you must notify the issuer of your Registration Certificate, and not Winston Artory Group. Winston Artory Group will not be liable for any losses caused by any unauthorized use of your User Account. You are solely responsible for your interactions with other Users. Winston Artory Group shall have no liability for your interactions with other Users, or for any User’s action or inaction.

You may control your User profile and how you interact with the Site by changing the settings in your account page. By providing Winston Artory Group your email address (including, without limitation, by signing up for a User account or for our newsletter or other services), you consent to our using the email address to send you Site-related notices, including any notices required by law, in lieu of communication by postal mail. We may also use your email address to send you other messages, such as our newsletter. If you do not want to receive such email messages, you may opt out or change your preferences. Opting out may prevent you from receiving email messages regarding updates, improvements, or offers.

You may also receive messages to your User Account from the Service Provider for the purpose of Registration or other services the Service Provider offers.

Notwithstanding anything else set forth herein, if you set-up and maintain a User Account as a collector, Winston Artory Group may not know your identity. To maintain anonymity, Winston Artory Group may generate a random vault log-in key that you will use to access your Registry User Account instead of collecting your email address or other contact information. For that reason, in that case, you acknowledge and agree that (a) Winston Artory Group will be unable to reset your password or otherwise assist you in accessing your Registry User Account; and (b) loss of your Registry User Account credentials may result in permanent loss of access to your Registry User Account. You may never use another User’s User Account without permission. When creating your User Account, you must provide accurate and complete information, and you must keep this information up to date. You are solely responsible for the activity that occurs on your User Account, and you must keep any and all digital and physical User Account access credentials secure (including, but not limited to, any Registration Certificates issued to you by Service Providers if you are a Buyer). You must notify Winston Artory Group immediately of any breach of security or unauthorized use of your User Account. If you are a User who accesses the Site through a Registration Certificate, then in the event of any breach of security, unauthorized use of your User Account, or other issue with your User Account, you must notify the issuer of your Registration Certificate, and not Winston Artory Group. Winston Artory Group will not be liable for any losses caused by any unauthorized use of your User Account. You are solely responsible for your interactions with other Users. Winston Artory Group shall have no liability for your interactions with other Users, or for any User’s action or inaction.

You may control your User profile and how you interact with the Site by changing the settings in your account page. By providing Winston Artory Group your email address (including, without limitation, by signing up for a User account or for our newsletter or other services), you consent to our using the email address to send you Site-related notices, including any notices required by law, in lieu of communication by postal mail. We may also use your email address to send you other messages, such as our newsletter. If you do not want to receive such email messages, you may opt out or change your preferences. Opting out may prevent you from receiving email messages regarding updates, improvements, or offers.

You may also receive messages to your User Account from the Service Provider for the purpose of Registration or other services the Service Provider offers.

Notwithstanding anything else set forth herein, if you set-up and maintain a User Account as a collector, Winston Artory Group may not know your identity. To maintain anonymity, Winston Artory Group may generate a random vault log-in key that you will use to access your Registry User Account instead of collecting your email address or other contact information. For that reason, in that case, you acknowledge and agree that (a) Winston Artory Group will be unable to reset your password or otherwise assist you in accessing your Registry User Account; and (b) loss of your Registry User Account credentials may result in permanent loss of access to your Registry User Account.

2.Use of Site

As a condition of your access to and use of the Site, you agree that you will not use the Site or any element thereof for any purpose that is unlawful, commercial in nature, prohibited by this Agreement, or for any other purpose not permitted under this Agreement.

You agree to abide by all applicable local, state, national, and international laws, regulations and rules and not to access or use the Site from a jurisdiction where such access or use is illegal or unauthorized. By way of example, and not limitation, you agree that you will not (and will not attempt to, or assist or encourage any other person or entity to):

• create a false or misleading User Account on the Site, impersonate any person or entity, whether actual or fictitious, or misrepresent your affiliation with any other person or entity;

• use, redistribute, republish or exploit Winston Artory Group information or content, products, or services for any further commercial or promotional purposes;

• access the Site in a way other than via the products or services we provide, including using a spider, robot, or scraper for data mining, spidering, “scraping,” harvesting of information, content, or personal information, or any other automatic or manual means of obtaining information from the Site or the services offered on or through the Site without our express prior written permission;

• obtain or attempt to obtain unauthorized access through any means to our computer systems, materials, content, or information that is not intentionally made publicly available;

• use the Site or any products, services, content, information, or materials made available by Winston Artory Group or through the Site in violation of Winston Artory Group’s or any third party’s intellectual property or other proprietary or legal rights;

• engage in activities, or use the Site or any products, services, content, information, or materials available through the Site, in a manner that could damage, disable, overburden, or impair the Site or Winston Artory Group’s (or our third-party service providers’) computing, storage, or communications infrastructure, or interfere with any other party’s use and enjoyment of the Site;

• use or deploy any software viruses or any other computer codes, files, or programs that are designed or intended to disrupt, damage, limit, or interfere with the proper function of any software, hardware or network system or to damage or obtain unauthorized access to any system, data or other information of Winston Artory Group’s or any third party; or

• attempt (or encourage or enable anyone else’s attempt) to engage in any of the foregoing prohibited activities or otherwise alter or interfere with the Site or any services, content, information, materials, or products available through the Site.

2.2 Changes to the Site
We may, without prior notice, change the Site; stop providing the Site or features of the Site, to you or to Users generally; or create usage limits for the Site. We may permanently or temporarily terminate or suspend your access to the Site without notice and liability for any reason, including if in our sole determination you violate any provision of this Agreement, or for no reason. Upon termination for any reason or no reason, you continue to be bound by this Agreement.

2.3 Disputes with Other Users
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. Winston Artory Group shall have no liability for your interactions with other Users, or for any User’s action or inaction.

2.4 Site Location
The Site is controlled and operated from facilities in the United States. Winston Artory Group makes no representations that the Site is appropriate or available for use in other locations. Those who access or use the Site from other jurisdictions do so at their own volition and are entirely responsible for compliance with all applicable United States and local laws and regulations, including but not limited to export and import regulations. You may not use the Site if you are a resident of a country embargoed by the United States, or are a foreign person or entity blocked or denied by the United States government. Unless otherwise explicitly stated, all materials found on the Site are solely directed to individuals, companies, or other entities located in the United States.

3.User Content

Some areas of the Site allow Users to submit, post, display, provide, or otherwise make available content, including without limitation and by way of example, profile information and images or information about their Art, (any such content a User submits, posts, displays, provides, or otherwise makes available on the Site is referred to as “User Content”).

We claim no ownership rights over User Content created by you. The User Content you create remains yours. However, you understand that certain portions of the Site may allow other Users to view, edit, share, and/or otherwise interact with your User Content. By providing or sharing User Content through the Site, you agree to allow others to view, edit, share, and/or interact with your User Content in accordance with your settings and this Agreement. Winston Artory Group has the right (but not the obligation) in its sole discretion to remove any User Content that is shared via the Site.

By submitting, posting, displaying, providing, or otherwise making available any User Content on or through the Site, you expressly grant, and you represent and warrant that you have all rights necessary to grant, to Winston Artory Group a royalty-free, sublicensable, transferable, perpetual, irrevocable, non-exclusive, worldwide license to use, reproduce, modify, publish, list information regarding, edit, translate, distribute, syndicate, publicly perform, publicly display, and make derivative works of all such User Content, in whole or in part, and in any form, media or technology, whether now known or hereafter developed, for use in connection with the Site and Winston Artory Group’s (and its successors’ and affiliates’) business, including without limitation for promoting and redistributing part or all of the Site (and derivative works thereof) in any media formats and through any media channels. You also hereby grant each User of the Site a non-exclusive license to access your User Content through the Site, and to use, reproduce, distribute, display and perform such User Content as permitted through the functionality of the Site and under this Agreement.

For the purposes of this Agreement, “Intellectual Property Rights” means all patent rights, copyright rights, mask work rights, moral rights, rights of publicity, trademark, trade dress and service mark rights, goodwill, trade secret rights and other intellectual property rights as may now exist or hereafter come into existence, and all applications therefore and registrations, renewals and extensions thereof, under the laws of any state, country, territory or other jurisdiction.

In connection with your User Content, you affirm, represent and warrant the following:

• You have the written consent of each and every identifiable natural person in the User Content, if any, to use such person’s name or likeness in the manner contemplated by the Site and this Agreement, and each such person has released you from any liability that may arise in relation to such use.

• You have obtained and are solely responsible for obtaining all consents as may be required by law to post any User Content relating to third parties unless you otherwise have Winston Artory Group’s explicit written consent.

• Your User Content and Winston Artory Group’s use thereof as contemplated by this Agreement and the Site will not violate any law or infringe any rights of any third party, including but not limited to any Intellectual Property Rights and privacy rights.

• Winston Artory Group may exercise the rights to your User Content granted under this Agreement without liability for payment of any guild fees, residuals, payments, fees, or royalties payable under any collective bargaining agreement or otherwise.

• To the best of your knowledge, all your User Content and other information that you provide to us is truthful and accurate.

Winston Artory Group takes no responsibility and assumes no liability for any User Content that you or any other User or third party posts, sends, or otherwise makes available over the Site, including the accuracy or completeness of any User Content. You shall be solely responsible for your User Content and the consequences of posting, publishing it, or otherwise making it available on the Site, and you agree that we are only acting as a passive conduit for your online distribution and publication of your User Content. You understand and agree that you may be exposed to User Content (including without limitation any Art and any images or descriptions thereof) that is inaccurate, objectionable, inappropriate for children, or otherwise unsuited to your purpose, and you agree that Winston Artory Group shall not be liable for any damages you allege to incur as a result of or relating to any User Content.

4.Our Proprietary Rights

Except for your User Content, the Site (including without limitation the Winston Artory Group Registry) and all materials therein or transferred thereby, including, without limitation, software, images, text, graphics, illustrations, logos, patents, trademarks, service marks, copyrights, photographs, audio, videos, music, and User Content belonging to other Users (the “Winston Artory Group Content”), and all Intellectual Property Rights related thereto, are the exclusive property of Winston Artory Group and its licensors (including other Users who post User Content to the Site). Except as explicitly provided herein, nothing in this Agreement shall be deemed to create a license in or under any such Intellectual Property Rights, and you agree not to sell, license, rent, modify, distribute, copy, reproduce, transmit, publicly display, publicly perform, publish, adapt, edit or create derivative works from any Winston Artory Group Content. Use of the Winston Artory Group Content for any purpose not expressly permitted by this Agreement is strictly prohibited.

You may choose to or we may invite you to submit comments or ideas about the Site, including without limitation about how to improve the Site, the Winston Artory Group Registry or our products (“Ideas”). By submitting any Idea, you agree that your disclosure is gratuitous, unsolicited and without restriction and will not place Winston Artory Group under any fiduciary or other obligation, and that we are free to use the Idea without any additional compensation to you, and/or to disclose the Idea on a non-confidential basis or otherwise to anyone. You further acknowledge that, by acceptance of your submission, Winston Artory Group does not waive any rights to use similar or related ideas previously known to Winston Artory Group, or developed by its employees, or obtained from sources other than you.

[Sections 5–15 are included, covering No Professional Advice; Privacy; Security; DMCA Notice; Third-Party Links and Information; Indemnity; No Warranty; Limitation of Liability; Governing Law, Arbitration, and Class Action/Jury Trial Waiver; and General Terms.]

Please contact us at legal@wag-art.com with any questions regarding this Agreement.