Atrium Terms of Use

Last updated October 24, 2022

These Platform Terms of Use and all policies and additional terms posted on our sites, applications and tools (collectively, the "User Agreement") set out the terms on which Hyype Inc., a Delaware corporation (“Company”) offers you access to, and use of, the services offered on Company’s Atrium platform, available online at https://atrium.art (“Platform”). You agree to comply with all terms of the User Agreement when accessing or using services offered on the Platform. Please be advised that this User Agreement contains provisions that govern how claims you and we have against each other are resolved (see "Disclaimer of Warranties; Limitation of Liability" and "Legal Disputes" provisions below).

1. Company Platform

The Platform allows buyers to bid on certain digital art services (“Digital Art Services,” which term includes the resulting commissioned unique nonfungible token to be created by the Artist for the benefit of the winning bidder, i.e., the “Digital Art”) from certain digital artists (“Artists”) in on-line auctions (“Platform Services”). Company is not a traditional auctioneer.

In order to use the Platform and Platform Services, you must connect to the Ethereum mainnet (or such other decentralized network made available by Company) using a public network address that you control and using a compatible digital-asset wallet (e.g., MetaMask) (your “Wallet”), and Company may require you to provide a username or password or other login credentials (your "Account").

You are solely responsible for the maintenance and security of your Account, your Wallet, and any password or public or private network addresses or keys (or seed phrases) associated with your Account or Wallet, and you are solely responsible for all activities that occur through the use of your credentials. You agree to take reasonable steps to prevent unauthorized access to our use of your Account or Wallet and to notify us immediately at info@hyy.pe if you suspect or know of any unauthorized use of or breach of security related to your Account.

Company retains all right, title, and interest in and to the Platform, including all intellectual property associated therewith, all derivative works thereof, and in all media, but specifically excluding user data that at all times will remain the property of the user.

Any information Company provides about Artists and/or the Digital Art Services is solely for informational purposes only and should not be considered a recommendation or endorsement of or from Company. Unless otherwise expressly provided in the User Agreement, Company has no control over and does not guarantee the quality of Digital Art Services performed by Artists, which quality you agree and acknowledge is inherently subjective. You agree that Company is not responsible for overseeing or warranting the Digital Art Services provided by Artists and is not responsible for decisions made by you and Artist and that you will not attempt to hold Company liable for the forgoing.

2. License, Access, and Restrictions

Subject to your compliance with the User Agreement, Company grants you a limited, non-exclusive, non-transferable, non-sublicensable license to access and make personal and non-commercial use of the Platform and Platform Services. All rights not expressly granted to you in the User Agreement are reserved and retained by Company or its licensors, suppliers, publishers, rightsholders, or other content providers. The Platform Services may not be reproduced, duplicated, copied, sold, resold, visited, or otherwise exploited for any commercial purpose without express written consent of Company. You may not use Company’s name or trademarks without the express written consent of Company. You may not misuse the Platform Services. You may use the Platform Services only as permitted by the User Agreement and applicable law.

You may not incorporate any portion of the Platform into other programs or compile any portion of it in combination with other programs, or otherwise copy (except to exercise rights granted in this section), modify, create derivative works of, distribute, assign any rights to, or license the Platform in whole or in part.

You may not reverse engineer, decompile or disassemble, tamper with, or bypass any security associated with the Platform, whether in whole or in part. We may offer automatic or manual updates to the Platform at any time and without notice to you.

To be clear, notwithstanding anything above interpretable to the contrary, a buyer's purchase of the Digital Art Services via winning bid on the Platform conveys to buyer the sole and exclusive ownership of the resulting Digital Art (including without limitation full commercial rights) and right to display and/or exploit the Digital Art in any manner as the buyer sees fit, subject to the Royalty (as defined below), if any.

3. Use of Third-Party Services

When you access or use the Platform, you may also be using the services of one or more third parties, including without limitation an internet provider, wireless carrier, or a mobile software provider, digital-asset wallet provider, or network node or other infrastructure provider. Your use of such third-party services is subject to the separate policies, terms of use, and fees of these third parties, if any.

4. Company Platform Usage

In connection with using or accessing the Platform and/or Platform Services you agree to comply with the User Agreement and all applicable laws and regulations, and you will not:

breach or circumvent any laws, regulations or third-party rights;
use the Platform and/or Services if you are not able to form legally binding contracts in your jurisdiction (for example, if you are a USA person under 18 years old), or are temporarily or indefinitely suspended from using the Platform and/or Services, or are a person with whom transactions are prohibited under economic or trade sanctions;
fail to pay for Digital Art Services purchased by you,
share your log in credentials with any third parties,
circumvent any technical measures used to provide access to the Platform and Platform Services,
interfere with the functioning of the Platform and/or Platform Services;
infringe the copyright, trademark, patent, publicity, moral, database, and/or other intellectual property rights (collectively, "Intellectual Property Rights") that belong to Company;
infringe any Intellectual Property Rights that belong to third parties affected by your use of the Platform Services, Digital Art Services or post content that does not belong to you; or
harvest or otherwise collect or use information about users without their consent.

5. Company’s Rights

Nothing limits or impairs Company’s right to refuse, modify, or terminate access to the Company Platform or the Platform Services to anyone, or to terminate the User Agreement with anyone, or to suspend or terminate your Account for any reason at Company’s sole discretion.

6. Fees and Taxes

In order to submit a bid on the Digital Art Services, you must have sufficient funds in your Wallet. You are solely responsible for all fees (including gas or other network transaction fees) and all applicable taxes associated with your activity on the Platform.

Company never holds or takes custody of any of your digital assets, including the Digital Art. Any payment you offer, make, or receive - and any digital asset (including any non-fungible token associated with the Digital Art Services) you offer, sell, or purchase - in connection with an auction or otherwise on the Platform will be handled programmatically according to the logic of the applicable smart contract. You bear sole responsibility for any loss of your digital assets.

To the extent a custom digital non-fungible token is minted by an Artist in connection with the Digital Art Services (an "NFT"), the smart contract representing such NFT (the "NFT Smart Contract") may include a royalty fee associated with such minting or with any future sale or transfer of such NFT (the “Royalty”). Any such Royalty will be programmatically distributed in accordance with the logic of the NFT Smart Contract, and unless otherwise set forth in such NFT Smart Contract, you will not be entitled to any portion of any such Royalty.

7. Purchase Conditions

When bidding on and/or purchasing Digital Art Services you agree to the following:

You are responsible for reading the full Artist listing before making a bid or offer, buying, or committing to buy;
As to any Artist listing on which you place a bid, any terms, requirements, obligations, limitations, or artist offerings set forth in such Artist listing are incorporated into this User Agreement by reference as if fully set forth herein; and
You enter into a legally binding, non-cancellable contract to purchase Digital Art Services when you buy, when you commit to buy an item, when your offer for Digital Art Services is accepted, or if you have the winning bid (or your bid is otherwise accepted).

8. International Law

You are responsible for complying with all laws and regulations applicable to the international sale, purchase, and delivery/receipt of any Digital Art Services.

9. User Content

If you provide content using the Platform Services (directly or indirectly), you grant Company a limited, non-exclusive, worldwide, perpetual, irrevocable, royalty-free, sublicensable (through multiple tiers) license to use such content in connection with the provision of Platform Services and Digital Art Services, in any media known now or developed in the future. To the fullest extent permitted under applicable law, you waive your right to enforce your rights in that content in connection with any use of that content in connection with the provision/use of the Platform, Platform Services and Digital Art Services.

You represent and warrant that, for all such content you provide hereunder, including any intellectual property, you own or otherwise control all necessary rights and licenses to do so and to meet your obligations under the User Agreement. You represent and warrant that such content is accurate. You represent and warrant that use of any such content (including derivative works) by us, Artists, or others in contract with us, and in compliance with the User Agreement, does not and will not infringe any Intellectual Property Rights of any third party. Company takes no responsibility and assumes no liability for any content provided by you or any third party.

10. Disclaimer of Warranties; Limitation of Liability

Company does not guarantee the continuous operation of or access to the Platform and/or Platform Services. You agree that you are making use of the Platform, Platform Services and Digital Art Services at your own risk, and that they are being provided to you on an "AS IS" and "AS AVAILABLE" basis. Company makes no representation or guarantee as to - and will have no liability for - the value (if any) to you, to any third party, or to any market of any Digital Art Services, the Digital Art, or any digital asset created, minted, purchased, acquired, or made available on or in connection with the Platform or the Platform Services. Accordingly, to the extent permitted by applicable law, Company excludes all express or implied warranties, terms and conditions including, but not limited to, implied warranties of merchantability, fitness for a particular purpose, and non-infringement.

You agree and understand that ownership of a digital asset (including the Digital Art) confers ownership of digital content and the underlying claim to the digital content only. Accordingly, no information or statement from company relating to any digital asset is or may be considered to be financial or investment advice or an invitation to enter into an agreement for any investment purpose. Further, the sale of any digital asset (including the Digital Art) is not intended to be an offering of securities in any jurisdiction nor does it constitute an offer or an invitation to purchase shares, securities, or other financial products.

You are familiar with and assume all risks associated with using digital currency, decentralized networks, and digital assets including, but not limited to, market risks as to price and liquidity, hardware and software risk, smart contract risk, risk of network, software, or internet downtime, poor connectivity, congestion, or unexpected behavior due to acts or omissions by third parties. You understand and agree that your Ethereum (or other network, if applicable) public address will be made publicly visible whenever you engage in a transaction on the Platform.

You understand and agree that digital assets (including the Digital Art or any nonfungible tokens) and transactions involving digital assets, cryptocurrencies, smart contracts, and blockchain technology are new and emerging technologies subject to rapid changes and developments, including as to technological design or infrastructure, market sentiment, and applicable laws and regulations, and you accept the risk that any such changes could negatively impact the value of any digital asset, including the Digital Art Services.

In addition, to the extent permitted by applicable law, in no event will Company (including its parent, subsidiaries, and affiliates, and our and their officers, directors, agents and employees) be liable to you or any third party under any claim at law or in equity for any consequential damages or losses (including, but not limited to, loss of money, goodwill or reputation, profits, other intangible losses, or any special, indirect, or consequential damages), and all such damages or losses are expressly excluded by this agreement whether or not they were foreseeable or Company was advised of such damages or losses. Without limiting the generality of the foregoing, Company (including our parent, subsidiaries, and affiliates, and our and their officers, directors, agents and employees) is not liable, and you agree not to hold Company responsible, for any damages or losses (including, but not limited to, loss of money, goodwill or reputation, profits, other intangible losses, or any special, indirect, or consequential damages) resulting directly or indirectly from:

the content you provide (directly or indirectly) using the Platform Services;
your use of or your inability to use the Platform Services;
delays or disruptions in the Platform Services;
viruses or other malicious software obtained by accessing or linking to the Platform Services;
glitches, bugs, errors, or inaccuracies of any kind in the Platform Services;
damage to your hardware device from the use of the Platform Service;
the content, actions, or inactions of third parties; or
a suspension or other action taken with respect to your Account or breach of the User Agreement by you.

Some jurisdictions do not allow the disclaimer of warranties or exclusion of damages, so such disclaimers and exclusions may not apply to you.

Regardless of the previous paragraphs, if we are found to be liable, our liability to you or to any third party is limited to $100.

11. Indemnity

You will indemnify and hold Company (including Company affiliates and subsidiaries, as well as respective officers, directors, employees, agents) harmless from any claim or demand, including reasonable legal fees, made by any third party due to or arising out of your breach of this User Agreement, your improper use of the Platform or Platform Services and/or the Digital Art Services or your breach of any law or the rights of a third party.

12. Legal Disputes

By accessing and using the Platform, Platform Services and/or the Digital Art Services, you agree that applicable federal law, and the laws of the state of California without regard to principles of conflict of laws, will govern these Conditions of Use and any dispute of any sort that might arise between you and Company.

Any dispute or claim relating in any way to your access and/or use of the Platform, Platform Services and/or the Digital Art Services will be adjudicated in the state or federal courts in San Francisco, California, and you consent to exclusive jurisdiction and venue in these courts. We each waive any right to a jury trial.

13. General

If any provision of the User Agreement is held to be invalid, void or for any reason unenforceable, such provision shall be struck out and shall not affect the validity and enforceability of the remaining provisions.

Company may assign the User Agreement in its sole discretion, and in such event, Company will post notice on this page or such other page or location of https://atrium.art as is appropriate.

Headings are for reference purposes only and do not limit the scope or extent of such Section. Company’s failure to act with respect to a breach by you or others does not waive our right to act with respect to subsequent or similar breaches.

Company may in its sole discretion amend its website(s), policies and/or the User Agreement at any time by posting such amendment(s) on this page or such other page or location of https://atrium.art as is appropriate. Company’s right to amend the User Agreement includes the right to modify, add to, or remove terms in the User Agreement.

Company will provide you with notice of any amendment to the User Agreement posting the amended terms on this page and updating the last-updated date thereon. Your continued access or use of the Platform and/or Platform Services constitutes your acceptance of the amended terms. Company may also ask you to acknowledge your acceptance of the User Agreement through an electronic click-through. This User Agreement may not otherwise be amended.

If you create or use an Account on behalf of an entity or organization, you represent that you are expressly authorized to act on behalf of such entity or organization and bind such entity or organization to this User Agreement. Such Account is owned and controlled by the business entity. No agency, partnership, joint venture, employee-employer, or franchiser-franchisee relationship is intended or created by this User Agreement.

The User Agreement and all Company, Platform, or Platform Services terms and polices posted on or linked by Company from our website set forth the entire understanding and agreement between you and Company and supersede all prior understandings and agreements of the parties.

The following Sections survive any termination of the User Agreement: Company Platform, Fees and Taxes, User Content, Disclaimer of Warranties; Limitation of Liability; Indemnity, Legal Disputes, and General.

NOTICE AND PROCEDURE FOR MAKING CLAIMS OF INTELLECTUAL PROPERTY INFRINGEMENT

If you believe that your intellectual property rights have been infringed, please submit your complaint to info@hyy.pe. This address can be used to report all types of intellectual property claims including, but not limited to, copyright, trademark, and patent claims.

Written claims concerning copyright infringement must include the following information:

A physical or electronic signature of the person authorized to act on behalf of the owner of the copyright interest;
A description of the copyrighted work that you claim has been infringed upon;
A description of where the material that you claim is infringing is located on the site;
Your address, telephone number, and e-mail address;
A statement by you that you have a good-faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law; and
A statement by you, made under penalty of perjury, that the above information in your notice is accurate and that you are the copyright owner or authorized to act on the copyright owner's behalf.