CO-OWNERSHIP AGREEMENT
This Co-Ownership Agreement is entered into on 27 November 2023(“Effective Date”) by and among YOU (the Token(s) Holder) (“Co-Owner”), by
the other owners of the Token(s) (all hereinafter collectively referred to as the“Co-Owner(s)/Owner(s)”), the Gallery, and jointly named Parties.
RECITALSThis Agreement forms an integral part of the Terms and Conditions of use athttps://10101.art/files/terms&conditions.pdf.
Co-Owners own property rights or portions thereof on what is commonly
known as art object (the “Art Object”)”, and now desire to clarify the Terms
and Conditions of their Co-Ownership and reduce their agreement to writing.
1. INTERPRETATION/DEFINITION
1.1. Definitions
In this Agreement, unless the context otherwise requires:(a)Agreement –means this Co-Ownership Agreement(b)Archival Master means the entity, which on behalf of the Co-Owners shall provide thenecessary care in accordance with the high standards that the art industry
requires, thus providing the security and environmental conditions it adheres
to for all Art Objects.
(c)
Artist - the person, who is the owner of the Art Object, prior it became
co-owned.
(d)

-

or
-

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Art Object BANKSY, Turf War, silkscreen, 50 x 35 cm, numbered 330/750, executedin 2003 (name of the painting, sculpture etc.) that has been digitizedand divided into Tokens, representing a Collection available forpurchasemeans a painting, sculpture or other asset from the art world that has
been digitized and divided into Tokens, representing a collection of aparticular item available for purchase.

(e)Blockchain means the distributed, public, digital ledger containing records (blocks)
evidencing transactions and contracts, structured and signed via digitally
encrypted signatures in accordance with the software, which blocks are.
(f)Business Day means a day on which banks are open for the transaction of business.
(g)
Confidential Information means all confidential information relating to a Party’s products, services, orbusiness, including but not limited to business plans, product proposals,
product development plans, prototypes, marketing plans, financial
information, technical information, trade secrets, inventions, improvements,
developments, works of authorship, know-how, ideas, data, schematics,
designs, drawings, specifications, techniques, programs, prototypes, systems,
processes, and computer software (including all computer code), regardlessof whether it is eligible for a patent, copyright, trademark, trade secret, orother legal protection. This Agreement and its terms constitute Confidential
Information.
(h)
Co-Owner means any holder of a token representing their ownership of a part of the Art
Objects.
(i)
Co-Ownership Interest shall mean all the interest of a Co-Owner in the Art Object.
(j)Collection means a set of 100% Tokens belonging to a particular Art Object.
(k)
Cryptocurrency means any decentralized virtual currency secured by cryptography,
irrespective of whether backed by real life assets or not, which is used as ameans of exchange and is made available for purchase, hold or trade as partof the performance of services by the Gallery.
(l)
Customer means any individual or legal entity that purchases Tokens offered by theMarketplace.
(m) Dispose includes sell, assign, transfer, lease, mortgage, charge, encumber, create any
security over, grant any interest in, or agree to pay any profits or grant any
rights or options.
2(n)Gallery means a space dedicated to displaying Art Objects.
(o)Initial Sale means the first offering of Tokens to the Сustomer.
(p)Intellectual Property –means patents, designs, trademarks, marks, trade names, copyrights,
know-how and inventions, whether registered, unregistered or pending, thesoftware and/or any other intellectual property.
(q)Marketplace 10101 MARKETPLACE is the owner and operator of the 10101 MARKETPLACE
and maintains the <https://10101.art/> website and various related services(r)
Original Owner the person, who is the owner of the Art Object, prior it became co-owned.
(s)Secondary Market Sale means any transactions of Tokens between one wallet address to another.
(t)Sole Owner - a Co-Owner, collected 100% of Token allocation, referred toa particular Art Object.
(u)
Token - means a non-fungible unit of data stored on a Blockchain, aform of digital ledger, referred to a specific Art Object, that can be sold,traded, gifted or disposed of in any way.
(v) UEP – stands for “Unforeseeable Event Protocol” and shall have themeaning set out under Section 7.9 below.

2.

Subject of the Аgreement

2.1. Subject of the Agreement. Subject to the present Agreement, theCo-Owners shall own the particular Art Object as tenants-in-common with
undivided interests in accordance with their respective Co-Ownershipinterest. Each Co-Owner shall have the right to use the Art Objects aspermitted pursuant to this Agreement.

32.2. Archival Master. Co-Owners explicitly agree to appoint the Gallery as an
Archival Master for the Art Objects, as set out in the Agreement. Co-Owners
explicitly agree, that due to the exceptional and innovative nature of the
project and functions of the Archival Master, rights and obligations of theArchival Master could be transferred only by the decision of the Archival
Master. Co-Owners could not change the Archival Master unilaterally by theirown decision.
2.3. Archival Master Income. Co-Owners hereby explicitly assign their rights toreceive the consideration deriving from organizing the display of the Art
Objects to the Archival Master or any other activity in connection with the Art
Objects.
2.4. No Partnership. The Co-Owner does not intend to create, and thisAgreement shall not be construed to create, a partnership or joint venture
between the Parties. No Co-Owner shall have the right to share, in whole or inpart, the income and profits from, or be responsible for the losses andexpenses with respect to, the other Co-Owner Co-Ownership Interest in the
Art Object. The income and profits produced by each Co-Owner’s undivided
Co-Ownership Interest in the Art Object shall belong exclusively to such
Co-Owner.
2.5. Purpose of Token acquiring. The Tokens shall be acquired by Customers
for collection purposes only and to enjoy the aesthetic pleasure of possessing
an object of art. By acquiring the Token each Customer does not and should
not intend to make any profit by means of speculation, resale or trade.
2.6. No Partition. Each Co-Owner hereby waives any right it may have withrespect to the partition of the Art Object, or any claims regarding allocating
his share of the Art Object in kind, or any part or interest thereof or therein, as
it would lead to physical destruction of the Art Object.
2.7. No claiming for physical use. Due to the nature of a collective ownershipover the Art Objects, each Co-Owner hereby waives any right it may have withrespect to any physical personal use of the Art Object, either in part or in its
entirety, in any form and reproduction as it would violate the rights of theother Сo-Owners, except in case of the acquisition of 100% of the token
allocation of a particular Art Object.
2.8. Limited rights. For the avoidance of doubt, each Сo-Owner should beaware that she/he has a strictly limited set of rights in relation to the Art
Object being purchased as set out in this agreement.
3.
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Proportion of ownership3.1. Co-Owners understand and accept that, until the particular Initial Sale ofToken ends and as a result 100% of the specific Token issue has been sold,
100% of the ownership rights belong to the Artist and no one else (except asprovided for under IP rights governing economic rights of the Artist’s rights
and his/her heirs in the applicable jurisdiction)
3.2. Following the sales of the Tokens and their entire allocation, theownership of the Art Object is distributed proportionally between all Token
holders, in accordance with the number of tokens owned.
3.3. For example, if a painting by Vincent Van Gogh was divided into 1,000
Tokens and the Customer purchased 50 Tokens, the Customer would become
the owner of 5% of that Vincent Van Gogh painting and the Co-Owner of thewhole Art Object.
The percentage calculation clearly in the sample below:

3.4. Each Token represents a digital copy of a particular piece of the Art object.
Therefore, the holder of a particular Token has the rights of ownership of aparticular piece of the Art Object corresponding and materially represented
to the image of her/his Token, subject to the limitations provided by thisAgreement.
4.

Rights and obligations of Co-Owners

4.1. Co-Owners have the right:
4.1.1. To own Tokens, as well as corresponding pieces in the Art Object.

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4.1.2. Freely buy and sell Tokens, and/or to otherwise dispose of the Tokens in amanner not expressly prohibited by this Agreement or in the Terms andConditions, or Applicable Laws;
4.1.3. To have access to documents and information relating to the Art Object,in particular with reference to examination, provenance, originality, exisiting
resale rights, etc.. The exact list of documents will be set out in theinformation section under each Art Object and is by no means exclusive,
mandatory or standardized because every Art Object will have different setsof documentation available. However, the right to use the Art Object in thereal world does not arise for the Co-Owners. The possession of the Tokens
does not confer on the Co-Owners any rights in relation to the Art Object in
the real world.
4.1.4 To publicly display a picture of a piece of an Art Object corresponding to
the Token owned, as well as a picture of the entire Art Object, only for
non-commercial purposes, and the Art Object must not be used in a way that
violates cultural or moral values either directly or indirectly. The Token owned
will have to refer to Art Object of which it will be considered a derivative pieceof art from an IP perspective, with all the rights and limitations that this may
entail, pursuant to the Applicable Laws
4.1.5. On days and hours when the Gallery is open, the Art Object is accessible
free of charge. The specific access policy will be determined by the rules set
out in a separate regulation.
4.1.6. Either party to this Agreement shall have the right to freely dispose of
and acquire Tokens both between themselves and to third parties. Neither
party to the Agreement shall be entitled to restrict the right of the other toacquire and dispose of Tokens.
4.1.7. Each party understands that it has no right of first refusal to purchase
the Token and that it is free to sell its Token at any time and to any third party.
4.2. Co-Owners are obliged to:
4.2.1. Follow the terms of the present Agreement, Terms and Conditions any
Applicable Laws and regulations.
4.2.2. Avoid any fraudulent practices and market speculation.
4.2.3 Refrain from any misrepresentation of their rights in connection to theco-ownership rights or to the Art Object (i.e.: it is clearly fraudulent under the
Applicable Laws for Co-Owners to claim full ownership of the Art Object or to6

claim a larger portion of the Art Object in violation of other Co-Owners’
rights).
5.

Sale of Tokens

5.1. The Co-Owners understand and agree that until the date of completion of
the Initial Sale of 100% of the Tokens of the Art Object, they may not sell orotherwise dispose of the Tokens that they have purchased. The specific terms
and conditions of the Initial Sale shall be reflected in the Terms of Salegoverning the Collection and can be found on the Marketplace website.
5.2. After the commencement of the Secondary Market Sale of the Art Object,
the Co-Owners may dispose of their Tokens and purchase new Tokens of thisArt Object interacting freely and independently on the Marketplace.
6.

Ownership of the Art Object

6.1. In the event that one Co-Owner collects 100% of the Token allocation for aparticular Art Object, she/he is entitled to take ownership of such physical Art
Object. In that case, 100% of the token allocation will be burned and theСo-Owner will be given a physical object of art, with all the ensuing rights.
6.2. To claim ownership over the physical Art Object, the Co-Owner with the
100% allocation of the Tokens for a particular Art Object shall notify the Gallery
by sending an email to the following address request@10101.art expressing
her/his desire to claim the physical Art Object.
6.3. Due to applicable AML laws, the Gallery may require that the Co-Owner
provide all necessary information, in compliance with UAE regulatory
framework The Co-Owner further agrees to comply with the Gallery's legal
requirements and to provide the documents and information requested at all
times.
6.4. The Gallery and the Co-Owner who collects 100% of the Token allocation
for a particular Art Object shall schedule an appropriate date and time for thetransfer of the Art Object and the destruction of 100% Token allocation forthat particular Art Object. The date and time of the Art Object’s transfer mustcorrespond to the regular opening hours of the Gallery, except if otherwise
specifically approved by the Gallery in writing.
6.5. All costs associated with transporting the Art Object, tax, customs andother obligations will be borne by the Co-Owner who collects 100% of the
Token allocation for a particular Art Object.
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7.

Rights and Obligations of the Archival Master7.1. Managing. The Archival Master undertakes to manage the Art Object in
the best interest of the Co-Owners as well as to determine independently theways and specific directions for the management of the Art Object, toperform any legal and factual actions in the interests of the Co-Owners.
7.2. Public exhibition. The Archival Master may hand over the Art Object to theGallery which will exhibit the Art Object in a place specifically designated forthat purpose. The place of public display of the Object of Art is independently
determined by the Archival Master. The Gallery can receive income fromorganizing exhibitions, temporarily or permanently displaying the Art Object
at its premises or elsewhere (subject to the principle set out under Clause 7.3
hereunder) and to dispose of it at its own discretion.
7.3. Change of the location. The Archival Master undertakes to publish
information about the location of the Art Objects. In the event the location
changes, the Archival Master undertakes to announce the change by posting
the relevant information on the official social media channels or the website.
This clause shall not be applied if the change of the location of the Art Object
is related to expert examinations, transportation, renovation and in thoseother cases when changing the location is not related to the public exhibitionof an Art Object and for other circumstances when force majeure applies.
7.4 Keeping of Art Objects. The Archival Master shall organize guarantee
storage conditions in accordance with professional museum standards forfine art and storage standards to preserve the quality and condition of the Art
Object, as well as to protect them from water, fire, loss, damage, deterioration,
theft, improper handling, dirt, pests, insects, and extreme light, temperatureand humidity.
7.5. Notification. The Archival Master undertakes to notify Co-Owners of any
damage to the Art Object or other significant changes and circumstances by
posting full details on the official social media or website - https://10101.art.
7.6. Management expenses. All management costs associated with escrow,insurance, storage, examination, rental expenses and other possible expenses
related to the Art Object are paid by the Archival Master and no additional
compensation is required from the Co-Owners.

87.7. Necessary Repairs. The Archival Master on their own or with the Gallery
shall organize renovation works of the Art Objects, when needed so,
according to the regular standards of the art industry.
Co-Owners hereby explicitly agree, that during the renovation works some Art
Objects may not be present in the Gallery's premises for public access. The
Gallery will notify on the official communication channels of any renovation
works by posting full details on the official social media or website https://10101.art.
7.8. Protection of interests. In the event of insolvency, liquidation, winding up,
bankruptcy, administration, receivership or dissolution of the Archival Master(or similar proceedings in other jurisdictions), or enters into any arrangement
or composition with creditors, or appoints a receiver for the Archival Master or
its business, or the Archival Master is wound up by compulsion (or similar
proceedings in other jurisdictions) or if the Archival Master reasonably
believes that there is a threat of the same against her/him or the Objects ofArt, then the Archival Master has a duty to protect the interests of the
Co-Owners by selling the Art Object.
7.9. Unforeseeable Event Protocol
In the unfortunate event that the Art Object becomes unavailable due tocircumstances beyond the reasonable control of the Archival Master/Gallery,
including, but not limited to, legal disputes, acts of nature, theft, destruction,
loss or any other similar unforeseen circumstance rendering the Art Object
inaccessible, the UEP shall be invoked.
7.9.1 Notification and Assessment:
a. Upon becoming aware of the unavailability of the Art Object, the Archival
Master shall promptly notify the Co-Owners and any other relevant parties,
including the insurance company, custodian service companies and law
enforcement agencies about the situation.
b. The Archival Master shall conduct a thorough assessment to verify thecircumstances that led to the unavailability of the Art Object and determine ifthey fall within the scope of this protocol.
7.9.2 Claim Process for Damage: If the Art Object sustain damage, the Archival
Master/Gallery shall initiate a claim with the insurance company to seek
compensation for the damage. The claim process shall be carried out inaccordance with the terms and conditions of the insurance policy in place.

97.9.3 Claim Process for Complete Destruction: In the unfortunate event ofcomplete destruction of the Art Object, the Archival Master/Gallery shall notify
the insurance company immediately. The insurance company shall assess thevalue of the destroyed Art Object and initiate the compensation process as
per the policy terms.
7.9.4 Value Assessment for Complete Destruction: The value of compensation
for a completely destroyed Art Object shall be determined by the insurancecompany based on their assessment of the Art Object’s value at the time ofdestruction. The Co-Owners shall cooperate in providing any necessary
documentation or information required by the insurance company to process
the claim.
7.9.5 Distribution of Compensation: Any compensation received from theinsurance company for the damage or complete destruction of the Art Object
shall be distributed among the Co-Owners in proportion to their ownershipshares in the Art Object.
7.9.6. Documentation and Records:
a. The Archival Master shall maintain detailed records of the circumstancesleading to the unavailability of the Art Object, the assessment process,communication with the parties involved and the resolution steps taken
b. These records shall be made available and always accessible to relevant
parties upon request
7.9.7. Limitation of Liability:a. The parties acknowledge that the Gallery and the Archival Master shall not
be held liable for circumstances beyond their control that lead to theunavailability of the Art Object.
b. The Archival Master/Gallery’s obligations under this exit clause are limited
to refunding the purchase price and fees as described above.
7.9.8. Cooperation and Good Faith:
Both the Archival Master/Gallery and the Co-Owners shall cooperate in goodfaith efforts to implement the terms of this clause, aiming for a fair andreasonable solution
7.9.9. Amendment or Waiver: No amendment, waiver or modification of theterms of this exit clause shall be valid unless made in writing and signed byboth parties.

10This exit clause is intended to address a range of unforeseeable anduncontrollable events, pre-determines the ensuing process that shall follow inorder to ensure a fair and equitable resolution for all parties involved.
8.

Insurance

8.1. The Art Object is liable to be insured. It is the decision of the Gallery tochoose the insurance company, amount of insurance cover, the terms of
insurance, and all other insurance conditions.
8.2. The Gallery becomes the beneficiary in the insurance agreement that will
be stipulated with the insurance company
9.

Taxation

Co-Owners shall be solely responsible for the taxes applicable in their relevant
jurisdiction, in connection to the purchase or sale of Tokens.
10.

Term and termination

10.1. The Agreement comes into effect when the Initial Sale is completed, i.e.
when 100% of the Tokens has been sold, according to the Terms andConditions stipulated.
10.2 The Co-Owner becomes a party to this Agreement automatically fromthe date of receipt of the Token in her/his wallet and the completion of theInitial Sale and terminates automatically from the date of transfer of that
Token to the other party.
10.3 In the event that the Archival Master wishes to terminate the project due
to unforeseen financial circumstances, adoption of legislation that make theexistence of the whole or parts of the project impossible or impractical, orother circumstances that prevent the existence of the projects, the following
provisions shall apply:

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1.

Exit Notification: the Archival Master shall provide written noticeto all Co-Owners, detailing the reasons for the intended exit andthe expected timeline for the exit process. This notice should begiven at least 30 (thirty) days in advance, unless circumstances
require a shorter notice period.

2.

Transfer of Responsibilities: upon receiving the exit notice, theArchival Master shall work collaboratively with the Co-Owners tofacilitate a smooth transition of managerial responsibilities. This
includes transferring control of the Art Object, accounts, and any
intellectual property related to the Art Object. The possibility ofincluding a transfer of responsibilities in terms of governance andparticipation in the platform’s decision making process (hence
the limitation of Gallery’s unilateral arbitrary decision) could comeinto the form of a DAO (Decentralized Autonomous Organization).
An aspect that will be explored in its future declinations and on
which the Co-Owners will be made part of.

11.

3.

Access to Assets and Gallery: During and after the termination,
the Co-Owners may retain the right to access and view the Art
Object in the new gallery that will be willing to take the Art
Object from the Gallery. Access right shall in other words betransferred to the new gallery, which will remain operational andaccessible to the Co-Owners.

4.

Asset Retention: The Archival Master shall not sell, transfer, or
dispose of the Art Object, without the consent of the Co-owners,
but will be entitled to sell on the market if the value of the Art
Object makes the transaction economically beneficial to allparties involved.

5.

Distribution of Proceeds: If the Archival Master decides to sell the
Art Object, the proceeds shall be distributed among the
Co-Owners in proportion to their ownership shares in the project.

Assumption of risk

The acquiring, transferring, creating, holding, or using of the Tokens at any
moment in time, carry a number of risks. Co-Owners should carefully weigh
all the risks and possible costs, including the non-exhaustive list of risks
described herein. Co-Owners agree as follows: (i) to the extent there is a priceor market for a blockchain asset, such markets and prices are extremely
volatile, and variations in the price of other blockchain assets could materiallyand adversely affect the value of any blockchain asset(s) they own, such as
acquired Tokens, and there is no guarantee that the acquired Tokens will haveor retain any value; (ii) there are risks associated with using Internet-native
assets (e.g., non-fungible tokens, cryptocurrencies, etc.) including, but notlimited to, the risk of hardware, software and Internet connections and / or
failures, the risk of loss of private key(s), custodial error or acquirer error, therisk of malicious software introduction, and the risk that third parties may
obtain unauthorized access to information stored within their digital "wallet",including risk of mining attacks, risk of hacking and security weaknesses, and12the Gallery will not be responsible for any of these, however caused; (iii) theGallery does not make any promises or guarantees about the availability of
the Tokens on the Internet or that they will host the acquired Tokens or the
Digital Asset at any specific location and / or for any specific period of time; (iv)
upgrades to the Ethereum platform, a hard fork in the Ethereum platform, afailure or cessation of Ethereum, or a change in how transactions are
confirmed on the Ethereum platform may have unintended, adverse effects
on all blockchains using such technologies, including without limitation
Acquired Tokens; (v) the Gallery does not make any promises or guarantees
related to MetaMask Wallet, the Gallery, Blockchain or any other third parties
related to the Token Sale and each of their applications and / or services,
including but not limited to the continued availability of either and / or theprotection and / or storage of any data you provide to those parties (vi) Tokens
are made available solely for entertainment purposes; and (vii) the Gallery is
not responsible for any transaction between the Co-Owners and a third party(e.g., your transfer of any Acquired Token from a third party on the so-called"secondary market"), and the Gallery shall have no liability in connection withany such transaction; (viii) there are risk of unfavorable regulatory intervention
in one or more jurisdictions, risks related to token taxation, risk of personal
information disclosure.
12.
Intellectual property/copyrights
12.1. Co-Owners undertake to respect the intellectual property rights of others.
Co-Owners acknowledge and agree, by purchasing the Token, that they do
not acquire any intellectual property rights or trademarks relating to the Art
Object.
12.2. When the Co-Owner believes having suffered a violation of an intellectual
property right, she/he must personally report it to the Gallery so that theGallery may be in the position to identify the infringement and the material
violation, by means of written communication indicating the description of
the copyrighted work and/or copyright that has allegedly been violated, thedescription of the material that the User claims to have been infringed,
address, phone number and e-mail reference. The notice should be sent tosupport@10101.art within 60 (sixty) days from the alleged infringement.
12.3. Subject to the restrictions provided in Chapter 16 hereby, Co-Owner have
only a royalty free worldwide license to publicly display a picture of a piece ofan Art Object corresponding to the Token owned, as well as to publicly display
a picture of the Object of Art in its entirety. Terms "publicly" and "display" aredefined according to Title 17 of the U.S. Code § 101.
12.4. The Licence is assignable, transferable and revocable on the terms ofthese Co-Ownership Agreement, and is for the Co-Owner’s personal,
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non-commercial, royalty free use of the Token (including to sell or transfer on
a Marketplace) and to display and enjoy the Art associated with the Token
anywhere in the world while she/he owns the NFT.
12.5. Upon the Co-Owner’s sale of any Token owned, the Licence transfers to
the purchaser who then owns the Token and the ownership of that Token will
be subject to the Licence and these Co-Ownership Agreement. For the
avoidance of doubt, the transfer of the Licence does not constitute acommercial use for the purposes of clause 15.4.
13.

Liability and confidentiality

EXCEPT IN THE CASE OF BREACH OF CONFIDENTIALITY, IN NO EVENT SHALLEITHER PARTY BE LIABLE FOR ANY CONSEQUENTIAL, INDIRECT, OR
INCIDENTAL, DAMAGES WHATSOEVER.
IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR ANY PUNITIVE OR
SPECIAL DAMAGES WHATSOEVER, INCLUDING WITHOUT LIMITATION,DAMAGES FOR LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION,
LOSS OF BUSINESS INFORMATION, AND THE LIKE, ARISING OUT OF THIS
Agreement, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITYOF SUCH DAMAGES. THE PARTIES UNDERSTAND AND AGREE THAT THE
INTERNET IS INHERENTLY UNSAFE; CONSEQUENTLY UNDER NO
CIRCUMSTANCES WILL EITHER PARTY BE RESPONSIBLE FOR ANY DAMAGE,
LOSS, OR INJURY RESULTING FROM: (A) HACKING, TAMPERING, OR OTHER
UNAUTHORIZED ACCESS OR USE OF THE PLATFORM NOT CAUSED BY THE
GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF SUCH PARTY; (B) ANY
INTERRUPTION OR CESSATION OF THE SERVICES; (C) ANY SOFTWARE BUGS,VIRUSES, TROJAN HORSES, OR OTHER HARMFUL CODE THAT MAY BE
TRANSMITTED TO OR THROUGH THE PLATFORM; (D) ERRORS,INACCURACIES, OR OMISSIONS OF INFORMATION, OR ANY LOSSESINCURRED AS A RESULT OF, RESULTING FROM THE USE OF THE PLATFORM;
AND/OR (E) INFORMATION THAT IS TRANSMITTED USING THE PLATFORM
THAT IS DEFAMATORY, OFFENSIVE, OR ILLEGAL.
14.

Force Majeure

If the performance of any part of or obligation under this Agreement isprevented, restricted, interfered with, or delayed by reason of any cause
beyond the reasonable control of the Party liable to perform, including but
not limited to acts of God, acts or regulations of any governmental or
supranational authority, war or national emergency, accident, fire, riot, strikes

14and lock-outs, the Party so affected will, on giving written notice to the otherParty, be excused from such performance to the extent of such prevention,
restriction, interference, or delay; provided that the affected Party will use its
reasonable best efforts to avoid or remove such causes of non-performanceand will continue performance promptly whenever such causes are removed.
When such circumstances arise, the Parties will discuss what, if any,modification of the terms of this Agreement may be required in order toarrive at an equitable solution.
THE GALLERY WILL TAKE ALL NECESSARY MEASURES TO ENSURE THAT THE
ART OBJECT IS PRESERVED IN ACCORDANCE WITH THE HIGHEST
STANDARDS OF THE ART WORLD. HOWEVER, THE GALLERY SHALL NOT BE
LIABLE FOR THE DESTRUCTION, DAMAGE OR LOSS OF AN ART OBJECTRESULTING FROM THE UNLAWFUL ACTS OF THIRD PARTIES, FIRES,
DISASTERS, NATURAL CATASTROPHES, BUILDING FAILURES AND OTHEREVENTS THAT THE GALLERY CAN NOT AFFECT IN ANY WAY.
15.

Subcontractors

The Gallery may subcontract with third parties for the provision of hardware,
software, materials or services. The Gallery shall be responsible for payments
owed to its subcontractors. The Gallery shall remain liable for the acts andomissions of its subcontractors.
If any subcontractor or the Gallery itself in connection with the performanceof services arising under this Agreement, perform activities in different
jurisdictions, the Gallery and its subcontractors shall remain responsible incompliance with all local legal regulations.
However, the Co-Owners have no right to restrict the Gallery from choosing
and engaging with subcontractors.
16.

Warranties and Representations

Each Co-Owner hereby represents, warrants and covenants to each of theother Co-Owners and to the Gallery that: (a) she/he has the full power andauthority to enter into and perform the Agreement, and this agreement shallnot conflict with any other agreement to which it is a party, (b) such
Co-Owner will fully comply with the terms of the Agreement, (c) will not makea claims for a physical Art Object, except when he becomes a Sole Owner,(d)used their own legitimate funds to purchase Tokens .
17.

15

Compliance with AML

The Parties represent and warrant that they are fully compliant with theprovisions of the Anti-Money Laundering (AML) prescribed by Financial Action
Task Force (FATF) or respective applicable Regulatory Authority on
known-your-customer (KYC) screening and due diligence, record keeping,
AML training to personnel, prevention and detection of suspicious andprohibited transactions; and that they will comply with any changes or new
requirements if and when the AML is amended or as will be required by any
Regulatory Authority after this Agreement.
The Gallery undertakes to comply with the AML and KYC rules as stipulated
under applicable laws. In this regard, the Gallery shall have the right torequest from Co-Owners documents for the purposes of AML and KYC
verification.
18.

Anti-Bribery

All Parties shall ensure compliance with all applicable anti-bribery laws andwill implement and maintain adequate training and procedures to supportcompliance to all applicable anti-bribery laws.
All Parties will ensure that robust reporting procedures are in place to ensurethat compliance issues are escalated to other Parties as required under thelaw.
If requested by the other Party and where permitted by law , provide theother Party with any reasonable assistance, at the other Party's reasonable
costs, to enable the other Party to perform any activity required by any
Authority for the purpose of compliance with any applicable anti-bribery laws
to the extent that such compliance relates to or is in connection with its rights
and/or obligations under this Agreement.
At the other Party's reasonable request, confirm in writing that it hascomplied with its obligations under this clause and provide any information
reasonably requested by the other Party in support of such compliance.
19.

NoticeAny communication or notice required or permitted to be given under thisAgreement shall be made in writing and in the English language and shall bedeemed to have been duly and validly given:(i)by publication on the official social media or website https://10101.art.
(ii)
in the case of notice sent by registered letter (and sent in advanceby email), upon receipt of same, and16

(iii)

in the case of notice sent by e-mail upon receipt of the relevantdelivery notice, in each case, as follows:(a) if to the Gallery at:Onezeroonezeroone Art Gallery Limited
Unit SAHAB, Level G, Ritz Carlton, DIFC
info@monada-art.gallery
or to such other address as the Gallery may designate by notice in accordancewith the provisions of this Section;(b) if to the Co-Owner(s)/Owner(s) at:[Name][Address][Contact details][Email]or to such other Person or address as the Co-Owner(s)/Owner(s) shalldesignate by notice in the manner provided in this Section. The Parties
hereby designate their respective addresses for the giving of notice, as set
forth in this Section as their respective domiciles at which service of process
may be made in any arbitration, legal action or proceeding arising hereunder.
20.

Severability

In the event that any part or provision of this Agreement shall be held to be
unenforceable or invalid, in part or in whole, such part shall be severed fromthe remainder of the Agreement and all other parts or provisions shall remain
in full force and effect as valid and enforceable.
21.

No Assignment

The Gallery may assign its rights and obligation to a third party without theconsent of third parties.

17

22.

Governing Law and Dispute Resolution

22.1 Parties to this Agreement shall first attempt to settle any dispute throughgood-faith negotiation. If the dispute cannot be settled between the Parties
via negotiation, either Party may initiate mediation or binding arbitration in
the London Court of International Arbitration (LCIA).
22.2 In the event of a dispute arising out of or relating to this contract,
including any question regarding its existence, validity or termination, theparties shall first seek settlement of that dispute by mediation in accordancewith the LCIA Mediation Rules, which Rules are deemed to be incorporated byreference into this clause.
22.3 If the dispute is not settled by mediation within 20 days of thecommencement of the mediation, or such further period as the parties shallagree in writing, the dispute shall be referred to and finally resolved byarbitration under the LCIA Rules, which Rules are deemed to be incorporated
by reference into this clause.
22.4 The language to be used in the mediation and in the arbitration shall be
English.
22.5 The governing law of the Agreement shall be the substantive law of theState of New York that will govern as to the validity, effect and interpretationof the Agreement.
22.6 In any arbitration commenced pursuant to this clause:
i)
ii)
23.

the number of arbitrators shall be three; andthe seat, or legal place, of arbitration shall be London.
Captions for Convenience

All captions herein are for convenience or reference only and do notconstitute Part of this Agreement and shall not be deemed to limit orotherwise affect any of the provisions hereof.
24.

Entire Agreement

The Archival Master reserves the right to modify this Agreement at any time.
Such changes, modifications, additions or deletions shall become effective
immediately upon notice thereof, which may be given by means including,but not limited to, posting the revised Agreement on this page. Co-owners

18and Customers acknowledge and agree that it is their responsibility to review
the Agreement periodically and become aware of any changes.

19