Terms and Conditions

lend.altr.trade General Terms and Conditions

Introduction

https://lend.altr.trade is operated by the ALTR Association, a Swiss entity established in Lugano, Switzerland. Utilizing blockchain technology, ALTR has developed a platform that enables the tokenization of ownership in luxury goods, facilitates the peer-to-peer transfer of tokenized ownership in the form of Non-Fungible Tokens (NFTs), and allows these NFTs to be used as collateral for accessing loans.

These Terms, together with any documents expressly incorporated by reference herein, govern your access to and use of the lend.altr.trade lending platform (hereafter referred to as "lend.altr.trade") by any of its users. Please read these Terms carefully before accessing or using lend.altr.trade.

By accessing, using, or attempting to use lend.altr.trade in any capacity, you acknowledge that you accept and agree to be bound by these Terms. If you do not agree to these Terms, you are not authorized to access or use lend.altr.trade.

lend.altr.trade reserves the right to change or modify these Terms at any time and in its sole discretion. If lend.altr.trade makes changes to these Terms, it will provide notice of these changes by updating the version number and date above or through other appropriate means.

These Terms of Service ("Terms") constitute a binding legal agreement between you, the user ("You" or "User"), and ALTR, including its affiliates and subsidiaries ("ALTR" or "We"), concerning your access to and use of the digital assets, cryptocurrency, and related services ("Services") provided by ALTR and its Affiliates. These Terms are governed by and construed in accordance with Swiss law, excluding its conflict of law rules. The application of the United Nations Convention for Contracts for the International Sale of Goods (CISG) is hereby expressly excluded.

Any dispute, controversy, or claim arising out of or in relation to these General Terms, including the validity, invalidity, breach, or termination thereof, shall be submitted to the exclusive jurisdiction of the courts of Lugano, Switzerland.

 

1. Definitions

"Collectibles" refer to luxury items that are subject to ALTR's digitization process, allowing them to be represented as Sole Ownership NFTs.

"Digitization" is the process by which a physical Collectible Item is converted into a digital representation in the form of a Digital Certificate (NFT).

"NFT (Non-Fungible Token)" denotes unique digital certificates stored on a blockchain, symbolizing ownership of the associated collectible.

"ERC20 Token" is the token format, predominantly stablecoins like USDt, used for loans.

"USDt" is a stablecoin anchored to the value of the US Dollar, predominantly utilized for loans on the ALTR platform.

"Loan-to-Value (LTV)" is a ratio representing the maximum amount of USDt liquidity that can be borrowed.

"Borrower" and "Lender" are participants in the lend.altr.trade platform engaging in the loan process, with one party offering NFTs as collateral for loans provided by the other.

"Vault" is a secured third-party facility where Collectible Items are stored post-digitization on the ALTR platform.

 

2. Accessing lend.altr.trade

2.1 Account

To access lend.altr.trade, the User must create an Account by connecting his Wallet with lend.altr.trade and follow the instructions provided within the lend.altr.trade account setup procedure. The User shall not make his Account access data available to third parties and remains responsible for any and all activities performed via or in connection with his Account. The User agrees to immediately notify ALTR if the User discovers or otherwise suspects any security issues related to lend.altr.trade or the User’s Account.

 

2.2 Wallet

ALTR does not provide any wallet solution. The use of the Wallet is subject to the terms and conditions of the third-party wallet provider. ALTR has no custody or control of the Wallet and no ability to retrieve or transfer its contents. ALTR cannot make any representations or warranties regarding how transactions will be operated with a specific Wallet. The User is solely responsible for the security of the Wallet, and ALTR has no responsibility in this regard.

 

2.3 KYC-Check

As part of the creation of the Account, or at any later point using lend.altr.trade, the User might be requested by ALTR, a Borrower, a Lender, a Vault, or any other User to conduct a KYC-Check executed by a KYC Provider. Depending on the outcome of the KYC-Check, ALTR, the Borrower, the Lender, the Vault, or any other User may decide, in their sole discretion, to refrain from conducting business with the User (e.g., which may result in non-admission to the lending or borrowing functionalities, exclusion from the liquidation process, or any other transaction involving lend.altr.trade).

ALTR is not involved in the execution, order, selection, and/or review of the KYC-Check. ALTR does not store any personal data of the Users relating to the KYC-Check. Therefore, the KYC-Check will exclusively be subject to the terms and privacy policies of the KYC Provider and requires that the User enters into an agreement with the KYC Provider.

 

2.4 Interruption

Access to lend.altr.trade might be interrupted from time to time for any reason at the sole discretion of ALTR, including without limitation, the malfunction of equipment, periodic updating, maintenance, or security reasons.

 

3. Borrowing and Lending on lend.altr.trade

3.1 General

lend.altr.trade facilitates the use of NFTs as collateral for USDt-based loans, enabling both the offering of such loans by Lenders and the opportunity for Borrowers to secure funding against their NFT holdings. 

lend.altr.trade is not party to any transactions conducted and/or any other contractual relationship entered into using lend.altr.trade but has merely developed the underlying on-chain infrastructure and operates the frontend facilitating interaction with this infrastructure.

lend.altr.trade reserves the right to de-list any NFT used as collateral or any loan offering from its platform at any time and for any reason. In doing so, lend.altr.trade assumes no liability for removing such listings and is not obligated to provide justification for its decisions.

 

3.2 Autonomous and Automated Transaction Settlement

Users understand and agree that all payments, fees, etc., are transferred, processed, or initiated directly through one or more smart contracts on public blockchain networks. Neither the smart contracts nor the public blockchains are under lend.altr.trade's control. By transacting via these smart contracts, users hereby acknowledge, consent to, and accept all automated payments, fees, etc., for transactions taking place via these smart contracts and consent to and agree to be bound by the smart contract's execution and distribution of payments, fees, etc.

 

4. Sole Ownership NFTs

4.1 Contractual Basis and Obligation of the Users

The contractual basis regarding the functionalities and the lifecycle of Sole-Ownership NFTs, especially in the context of lending, are the Template Agreements concluded between the Users (i.e., between the Lender, the Borrower, and the Vault).

Users are obliged to use the Template Agreements provided by lend.altr.trade to govern their relationships regarding the NFT functionalities for lending purposes and must ensure that such a relationship is based on the principles outlined within this section of the General Terms.

All Template Agreements between Users regarding the NFT functionalities for lending will be visible in the metadata of the NFT and the listing page of the NFT. lend.altr.trade is neither involved in any transactions between the Users nor is a party to any agreement between Lenders, Vaults, Borrowers, or any other Users. The Users are solely responsible for reviewing such agreements. lend.altr.trade cannot guarantee that any NFTs visible on lend.altr.trade or any collectibles custodied by a Vault will always remain visible and/or available to be borrowed.

 

4.2 Creation of Sole Ownership NFTs

The User who avails of the digitization feature through lend.altr.trade's platform receives a Sole Ownership NFT that serves as a verified digital representation and certificate of ownership of the linked Collectible Item. This verification ensures the authenticity and condition of the Collectible Item at the time of digitization.

 

4.3 Oracle's Role

Prior to the Sole Ownership NFTs final release to the user and the delivery of the collectibles to the vault, the assets undergo a verification process to determine their authenticity and condition by lend.altr.trade’s platform expert oracles for each specific category. If the item does not represent the information, at expert oracle discretion, shared by the user during the process, it will be immediately returned to the owner, who will have to cover any additional expenses.

 

4.4 Safekeeping and Preservation of Sole Ownership NFT-Linked Collectibles

Upon digitisation, each collectible linked to a Sole Ownership NFT is securely stored within a high-security third-party freeport vault. The Vault guarantees comprehensive insurance coverage for these items, ensuring their value and condition are meticulously preserved over time. Detailed terms regarding the storage and maintenance provisions for every digitized collectible can be found in the terms and conditions document associated with the NFT's metadata, ensuring transparency and accountability in the safeguarding process.

 

4.5 Transfer of Ownership with Sole Ownership NFT

The transfer of a Sole Ownership NFT from one wallet to another is a possessive statement (“Besitzanweisung”) in the sense of art. 924 para. 1 SCC and thus the Vault will continue to possess the Collectible on behalf of the recipient of the Sole Ownership NFT. Accordingly, the transfer of a Sole Ownership NFT from one wallet to another constitutes the transfer of the ownership of the Collectible.

 

4.6 Retrieval Process of the Collectible

The Sole Owner may initiate the retrieval of the Collectible (i.e., the Retrieval Process) by connecting with the Vault over lend.altr.trade. Only the Sole Owner who has passed the KYC-Check (as described in Section 2.3) and has paid any outstanding Storage Fees can start the Retrieval Process of the Collectible on lend.altr.trade.

The Sole Owner proves his status as Sole Owner of the Collectible by burning the Sole-Ownership NFT linked to the corresponding Collectible on the smart contracts of lend.altr.trade.

During the Retrieval Process, the Sole Owner must provide an email address to facilitate communication with the Vault. The Sole Owner is required to verify the provided email address by signing with their Wallet.

After the verification of the email address, the Vault and the Sole Owner will be able to communicate with each other using the technical tools provided on lend.altr.trade. Unless the Vault Agreement specifies otherwise, the Vault and the Sole Owner must agree on the conditions of the retrieval of the Collectible, such as terms of hand-over of the Collectible, transport costs, customs, and insurance.

 

5. Valuation Protocol for Sole Ownership NFT-Linked Collectibles

lend.altr.trade has established a detailed protocol for the regular assessment of the market value of collectibles associated with Sole Ownership NFTs. This protocol ensures that valuations accurately reflect current market conditions and trends.

 

5.1 Initial Valuation and Periodic Reassessment:

Price Index Oracle Committee: This committee, comprising renowned experts, dealers, and auction houses, is responsible for determining the market value of each collectible. It provides critical data including:

• Low Estimate: An approximation of the asset's near-minimum market value.

• High Estimate: An approximation of the asset's near-maximum market value.

• 12 Months Fluctuation Risk: An assessment of the potential for significant value fluctuation over the next year, categorized as Low, Medium, or High.

• Liquidity Ratio: An evaluation of the asset's market liquidity and the speed at which it can be liquidated, rated on a scale from 1 to 5.

Frequency of Reassessment: Valuations of lend.altr.trade's Sole Ownership NFTs and their linked collectibles are reassessed at least quarterly to reflect the latest market data. However, once a loan is initiated, the valuation and LTV ratio of the collateral remain unchanged for the duration of the loan, providing stability and predictability for both parties.

 

5.2 Loan-To-Value Ratio:

The LTV ratio, a pivotal component in the lending process, indicates the maximum loan amount a borrower can secure against their NFT-linked collectibles. This ratio is determined through a comprehensive analysis that considers the collectible's market valuation, liquidity, and fluctuation risk.

Base LTV Determination: The base LTV ratio is calculated using the collectible's valuation and its Liquidity Score. Items with a higher Liquidity Score might qualify for a more favorable LTV ratio, allowing borrowers to access a larger portion of the item's value, whereas a lower Liquidity Score might lead to a more conservative LTV, thus reducing the risk to the lender.

Adjustments for Market Conditions: To accommodate the inherent volatility of the luxury collectible market, the LTV ratio may be conservatively adjusted. This strategy provides a safeguard against rapid market downturns, protecting the interests of both lenders and borrowers.

 

6. Lending Process

Peer-to-Peer Mechanism: The lending functionality on lend.altr.trade operates on a peer-to-peer basis, allowing Borrowers and Lenders to interact directly in a transparent and efficient manner. lend.altr.trade facilitates these interactions without directly managing funds on behalf of users but collects fees for the usage of its deployed smart contracts and interface.

Loan to Value Calculation: The eligible loan amount is determined by the most up-to-date evaluation provided by the Price Index Oracle Committee, as detailed in Section 5 of these Terms and Conditions.

Loan Agreement: Prior to loan disbursement, borrowers are required to enter into a loan agreement with the counterparty(ies), Lenders on the lend.altr.trade platform. This agreement outlines the loan's terms, including interest rates, repayment schedules, and other pertinent details. Borrowers post their loan requests on-chain, which are then published on the platform's "Lend" section for potential Lenders to review.

USDT Disbursement: Lenders exploring borrow requests on the platform can choose to commit their USDt liquidity on a 1-to-1 matching basis for borrowers, who then receive the funds in the form of USDT. 

 

7. Loan Repayment

7.1 Loan Repayment Obligation: 

Borrowers are obligated to repay the loan amount, along with any accrued interest and fees, within the stipulated loan term. The specifics of the loan terms, including the principal amount, interest rate, fees, and due date, are clearly outlined in the loan agreement provided at the time of loan disbursement.

 

7.2 Repayment Methods: 

The repayment of the loan is conducted on-chain, utilizing the smart contract of the lending protocol. Both the debt and fees must be repaid in one installment using the same ERC-20 stablecoin token from which the loan was disbursed.

 

7.3 Early Repayment: 

Borrowers have the option to repay the loan amount in full before the due date. This may incur early repayment fees, although it reduces the total amount of accrued interest payable. The early repayment fee is calculated through a prepayment penalty coefficient (PPC), which decreases proportionally to the time elapsed since the loan's start, applied to the outstanding debt.

PPC: Prepayment penalty coefficient

OLD: Original loan duration (in seconds)

TESLS: Time elapsed since loan start (in seconds)

PF: Prepayment fee

ODTP: Outstanding debt at time of prepayment

 

PPC = (OLD - TESLS) / OLD

PF = ODTP * PPC

 

7.4 Default: 

In the event of a loan default, where a borrower fails to meet the repayment obligations, ALTR will first notify the borrower of the default, offering a grace period to rectify the situation. This period incurs a penalty fee. If the borrower does not make the necessary payments within the grace period, the lender reserves the right to initiate collateral liquidation to recover the loan amount.

The lender has a pre-emption exclusive period that can range from 1 to 5 days during which can decide to close the loan by accepting the collateral as a form of reimbursement. After the pre-emption period, if the lender has not liquidated, therefore claiming the collateral of the outstanding loan, the possibility is opened to the market. Eligible users can claim the asset by paying to the full amount of the LTV, the accrued interest owed, the protocol-owned fees and a liquidation fee in order to get access to the collateral, by repaying the outstanding loan with their own capital.

 

8. Fees and Loan Interest Rates

Protocol Fee: A protocol fee is applied during the borrower's repayment. This fee is calculated as the difference between the Borrower's Annual Percentage Rate (APR) and the Lender's APR. The current protocol fee rate is set at 1.5%.

lend.altr.trade employs a tiered APR structure based on the selected loan duration. The specific APR for each loan period for both borrowers and lenders is detailed in the loan agreement. 

 

The maximum borrow interest rate for any loan term is capped at 20%.

Liquidation fee is 5%.

 

9. User Representations and Warranties

By agreeing to these General Terms and using the services of lend.altr.trade, the User represents and warrants the following:

Legal Rights and Age: The User has the necessary legal rights or authorization to engage in lending activities on the platform, confirms that all provided information is authentic and accurate, and asserts that they are at least 18 years of age, thereby having the capacity to enter into these Terms.

Acceptance of Term*: The User acknowledges and agrees to the terms and conditions governing the lending process, including the handling, management, and assignment of Sole Ownership NFTs as detailed in this agreement.

Compliance with Laws: The User confirms they are not located in, nor a citizen or resident of, any area subject to sanctions or embargoes by the UN, US, EU, Switzerland, or any other national authorities and affirms compliance with all applicable laws, including but not limited to export, re-export control laws, and regulations regarding anti-money laundering.

Funds Legitimacy: The User ensures any funds used in the lending process are legitimate, free of liens or encumbrances, and comply with money laundering regulations.

Accuracy of Information: The User commits to providing true, accurate, and non-misleading information and will not impersonate others or use another’s account without authorization.

Intellectual Property and Legal Compliance: The User affirms the NFTs used or created do not infringe on third-party rights, are not involved in litigation, and the User will not distribute unlawful or infringing content through the platform.

Prohibited Activities: The User will not engage in illegal activities, distribute malware, spam, or use automated means to interfere with the platform. The User will respect the rights of others, including privacy and intellectual property rights.

 

10. Risks

Users of lend.altr.trade acknowledge specific risks associated with using the platform for NFT-based lending, including but not limited to:

Market Volatility: The inherent volatility of NFTs and cryptocurrencies could materially and adversely affect the value of NFTs used as collateral.

Regulatory Uncertainty: The evolving regulatory landscape for blockchain technologies and digital assets could impact the platform and the related NFTs.

Technological Risks: Risks associated with using Internet and blockchain-based products, such as hardware, software, and Internet connection issues, the risk of malicious software, and the risk that third parties may obtain unauthorized access to information stored within the User's Wallet.

 

11. Disclaimers

Access to and use of lend.altr.trade and all its related functionalities are made at the User's own risk. ALTR provides the platform on an "as is" and "as available" basis, expressly disclaiming any warranties or conditions of any kind, either express or implied. ALTR and its affiliates make no warranty that the platform will meet the User’s requirements or be available on an uninterrupted, timely, secure, or error-free basis.

 

12. Liability

The liability of ALTR is limited to direct damages arising out of acts of intent and gross negligence. Any liability for indirect damages, consequential damages, loss of profit, and/or damages arising out of negligent conduct is excluded. ALTR shall not be liable for any damages which result from the failure of NFT transfers, the damage and destruction of the Collectible, or for any conduct of Users involved in the lending process.

 

13. Indemnification

The Users agree to indemnify and hold harmless ALTR and its affiliates from any claims, damages, or expenses arising out of the User’s use or misuse of lend.altr.trade, the User’s violation of these General Terms, or the User’s violation of any rights of a third party.

 

14. Platform Modifications

ALTR reserves the right to modify, suspend, or discontinue, temporarily or permanently, lend.altr.trade (or any part thereof) at any time and without liability.

 

15. Taxes

Users are solely responsible for all direct or indirect taxes, duties, charges, levies, or other fees payable in accordance with the law of any relevant country, imposed on the transactions related to lend.altr.trade. ALTR does not provide tax advice and shall not bear any responsibility in connection to the payment or collection of taxes.

16. Communication

ALTR will communicate with Users via electronic means, including but not limited to messages to the User's Wallet. Users agree to keep their email address current and notify ALTR of any changes to ensure receipt of all communications.

 

17. Data Protection

In relation to the performance of these General Terms, personal data may be processed by ALTR as well as other Users to the extent the User shares such personal data on lend.altr.trade. Users sharing personal data under these Terms accept that their data may be processed by others involved in the provision of services related to these Terms.

 

18. Intellectual Property

All rights in lend.altr.trade, including its "look and feel" (e.g., text, graphics, images, logos) and proprietary content, are owned by ALTR or its licensors. Users agree not to take any action(s) inconsistent with such ownership interests.

 

19. Miscellaneous

These General Terms do not create any form of partnership, joint venture, or any relationship other than that of independent contractors between the Parties. Subcontractors may be used by ALTR to perform its obligations under these Terms.

 

20. Applicable Law and Jurisdiction

These General Terms shall be governed by and construed in accordance with Swiss law, excluding its conflict of law rules. Any dispute arising out of these Terms shall be submitted to the exclusive jurisdiction of the courts of Lugano, Switzerland.

 

 

altr.trade General Terms and Conditions

1    ALTR.trade is operated by ALTR Association, a Swiss association established in Lugano, Switzerland. Using blockchain technology, ALTR created a platform which facilitates the tokenization of ownership in luxury goods and the peer-to-peer transfer of the tokenized ownership in form of non-fungible-tokens.

2    These Terms, together with any documents expressly incorporated by reference herein, govern the access and use of ALTR.trade by any of its Users. Please read these Terms carefully.

3    By accessing, using or attempting to use ALTR.trade in any capacity, User acknowledges to accept and agree to be bound by these Terms. Otherwise, such person shall not access or utilize ALTR.trade.

4    ALTR reserves the right to change or modify these Terms at any time in its sole discretion. In such a case ALTR will provide notice to the User or change the version number and date above.

1.              Definitions

“Account” shall have the meaning as outlined in section 2.1 below.

“ALTR Parties” shall mean all past, present, and future employees, officers, directors, contractors, consultants, equity holders, suppliers, vendors, service providers, parent companies, subsidiaries, affiliates, agents, representatives, predecessors, successors, and assigns of ALTR.

“ALTR.trade” shall refer to the NFT trading platform provided by ALTR which facilitates, the tokenization of ownership in luxury goods and the peer-to-peer transfer of the tokenized ownership as non-fungible-tokens, incl. including all related tools, web applications, mobile applications, decentralized applications, smart contracts regarding issuance, buyout and retrieval of NFTs and APIs located at any of ALTR’s websites or servers, including, without limitation, successor website(s) or application(s) and any and all services related thereto.

“ALTR” shall refer to the ALTR Association established in Lugano, Switzerland.

“Buyer” shall mean the User who purchases the Co-Ownership and /or the Sole Ownership NFT.

“Buyout Price Request Date” shall mean the date on which the Majority Co-Owners ask ALTR to calculate the Buyout Price.

“Buyout Contract” shall mean the smart contract deployed by a Majority Co-Owner for the distribution of the Buyout Price to the Obliged Co-Owners.

“Buyout Fee” shall have the meaning as outlined in section 6.1 below.

“Buyout Notice” shall have the meaning as outlined in margin 31 below and cause the respective Co-Ownership NFT to change its Visual to Buyout Visual and to become non-transferable.

“Buyout Price” shall mean the price paid by the Majority Co-Owner for the Co-Ownership Shares of the Obliged Co-Owners as outlined in margin 26 below. Each Obliged Co-Owner shall receive a share of the Buyout Price in proportion to the amount of Co-Ownership NFTs held by the respective Obliged Co-Owner’s Wallet

“Buyout Process” shall have the meaning as outlined in section 4.4 below.

“Buyout Right” shall mean a purchase right of the Majority Co-Owner against the other Co-Owners to acquire their Co-Ownership Shares.

“Buyout Visual” shall mean the Visual of the Obliged Co-Owner’s Co-Ownership NFT that is changed due to the delivery of the Buyout Notice to the respective Obliged Co-Owner.

“Claims” shall refer to any claims, damages, awards, judgments, losses, liabilities, obligations, penalties, interests, fees, expenses (including, without limitation, attorneys’ fees and expenses), and costs (including, without limitation, court costs, costs of settlement, and costs of pursuing indemnification and insurance), of every kind and nature whatsoever, whether known or unknown, foreseen or unforeseen, matured or unmatured, or suspected or unsuspected, in law or equity, whether in tort, contract, or otherwise.

“Co-Owner” shall refer to the holders of Co-Ownership NFTs in their capacity as co-owners of the linked Object as outlined in section 4.2 below.

“Co-Ownership NFT” shall mean the NFT which represents a Co-Ownership Share in a linked Object as outlined in section 4.2.2 below.

“Co-Ownership Rules” shall mean the rules governing the relationship between the Co-Owners in relation to the Object as outlined in section 4.2.2 below.

“Co-Ownership Share” shall mean a co-ownership share in a specific Object. The amount of Co-Ownership Shares is defined by the Primary Seller when determining the value of an Object linked to a NFT Drop. Each Co-Ownership Share is uniquely represented by a Co-Ownership NFT.

“DTA” mean the daily trading average price of Co-Ownership NFTs of the same NFT Drop, traded on ALTR.trade from 00:00 UTC to 23:59 UTC of the same day. The average is computed by summing the USDT price of every Co-Ownership NFT that has been traded on ALTR.trade and dividing this result by the number of Co-Ownership NFTs traded on ALTR.trade.

“Exponential Moving Average” shall mean the 30-day exponential moving average of all Co-Ownership NFTs of the same NFT Drop traded on ALTR.trade. The Exponential Moving Average is calculated as following:

“Gas Fees” shall have the meaning as outlined in section 6.2 below.

“General Terms” shall refer to the present General Terms and Conditions for the use of ALTR.trade.

“Index Price” shall mean the monthly average value of each Co-Ownership Share of an Object as determined by at least two Price Oracles.

“KYC-Check” shall mean the background due diligence process of User executed by a KYC-Provider, which may include an identification of User, source of wealth and source of funds check / sanctions list check.

“KYC Provider” shall mean the third-party identification provider which identifies the User.

“Listing Page” shall mean the listing page of a NFT Drop traded on ALTR.trade.

“Lucidao” shall mean the decentralised autonomous organization governed by the LCD token holders.

“Majority Co-Owner” shall mean a Co-Owner with more than 50% of the Co-Ownership NFTs, respectively Co-Ownership Shares, related to a specific Object.

“Minting Fee” shall have the meaning as outlined in section 6.1 below.

“NFT” shall mean non-fungible token and be used as an overarching term for the Co-Ownership and the Sole-Ownership NFT together.

“NFT Burn Contract” shall mean the smart contract that locks and burns the Co-Ownership NFTs of the Majority Co-Owner during the Buyout Process.

“NFT Drop” shall mean the entirety of NFTs related to a specific Object.

“Object” shall refer to the luxury good / collectible, whose ownership is tokenized via the NFTs.

“Obliged Co-Owner” shall mean each Co-Owner of an Object with less than 50% of the Co-Ownership Shares in the Object.

“Oracle” shall mean a third party elected by Lucidao community. A list of Oracles can be found on ALTR.trade.

“Parties” shall refer to ALTR and the Users as parties to these Terms collectively.

Polygon Network shall refer to the underlying blockchain on which the transactions of the NFTs are recorded.

“Price Oracle” shall mean a widely renowned expert in the luxury goods industry on valuation of Objects. Price Oracles are elected by the Lucidao.

“Primary Seller” shall refer to the issuer and primary seller of an NFT.

“Purchase Fee shall have the meaning as outlined in section 6.1 below.

“Retrieval Fee” shall have the meaning as outlined in section 6.1 below.

“Retrieval Process” shall have the meaning as outlined section 6.1 below.

“Retrieval Smart Contract” shall have the meaning as outlined in section 6.1 below.

“SCC” shall mean the Swiss civil code of December 10, 1907, as amended.

“Sales and Co-Owner T&C” shall mean the agreement concluded between the (Primary) Seller and the Buyer regarding the sale and transfer of ownership of the NFTs and the Co-Ownership Shares and/or the Sole Ownership.

“Seller” shall mean the seller of the NFT which is not the issuer of the sold/transferred NFT.

“Sole Owner” shall mean a User who has become the sole owner of an Object (i.e. this User holds all 100% of the Co-Ownership NFTs linked to a specific Object or holds the respective Sole Ownership NFT).

“Sole Ownership NFT” shall mean have the meaning as outlined in section 4.3 below.

“Storage Fees” shall mean the fees paid by the Primary Seller to the Vault in connection for the deposit and safekeeping of the Object during the Vaulting Period.

“Template Agreements” shall mean the templates of the Sales and Co-Owner T&C and the Vault Agreement.

“USDT” shall mean the stable coin pegged to the US Dollar issued by Tether.

“User Content” shall mean all information User provides to ALTR and/or publishes via ALTR.trade.

“User” shall refer to all users of ALTR.trade and encompasses in particular the holders, sellers and buyers of NFTs, as well as the warehouse keepers of the Objects (Vaults).

“Vault” shall mean a warehouse keeper as approved by ALTR and which has been engaged by the Primary Seller for the safekeeping of the Object(s).

“Vault Agreement” shall mean the agreement concluded between the Primary Seller and the Vault regarding the safekeeping of the Object.

“Vaulting Period” shall mean the five-year period for which the Object has been entrusted by the Primary Seller to the Vault for safekeeping based on the Vault Agreement.

“Visual” shall mean the unique identification image of the Object linked to the respective Co-Ownership NFTs or the respective Sole Ownership NFT.

“Wallet” shall mean any EVM-compatible third-party Wallet (e.g., MetaMask) which allows the Users to engage in transactions directly on the Polygon Network.

“Warehouse” shall mean a freeport warehouse located in Switzerland or another freeport warehouse located outside of Switzerland provided that the local laws where the freeport warehouse outside of Switzerland is located allow for the choice of Swiss law (in particular SCC) related to all matters concerning acquisition and loss of rights in rem in the Object, including but not limited to the transfer of ownership and possession in the Object.

2.              Accessing ALTR.trade

2.1          Account

5    In order to access ALTR.trade, the User must create an Account, thereby connecting his Wallet with ALTR.trade and follow the instructions provided within ALTR.trade account set-up procedure.

6    The User shall not make his Account access data available to third parties and he remains responsible for any and all use and activities performed via or in connection with its Account. User agrees to immediately notify ALTR, if the User discovers or otherwise suspects any security issues related to ALTR.trade or the User’s Account.

2.2          Wallet

7    ALTR does not provide any wallet solution. The use of the Wallet is subject to the terms and conditions of the third-party wallet provider. ALTR has no custody or control of the Wallet and no ability to retrieve or transfer its contents. ALTR cannot make any representations or warranties regarding how the transactions will be operated with a specific Wallet. The User is solely responsible for the security of the Wallet and ALTR has no responsibility in this regard.

2.3          KYC-Check

8    As part of the creation of the Account, or at any later point using ALTR.trade, the User might be requested by ALTR, a Primary Seller, a Seller, a Vault or any other User to conduct KYC-Check executed by the KYC Provider. The User understands that depending on the outcome of the KYC-Check ALTR, Primary Seller, a Seller, a Vault or any other User may decide, in their sole discretion, to refrain from conducting business with the User (e.g. which may result in the non-admission to the purchase of NFTs, or the exclusion from the Buyout Process, Retrieval Process or any other transaction involving ALTR.trade).

9    ALTR – unless it has requested the KYC-Check itself – is not involved in the execution, order, selection and/or review of the KYC-Check. ALTR does not store any personal data of the Users relating to the KYC-Check. Therefore, the KYC-Check will exclusively be subject to the terms and privacy policies of the KYC Provider and requires that the User enters into an agreement with KYC Provider.

2.4          Interruption

10    Access to ALTR.trade might be interrupted from time to time for any reasons at the sole discretion of ALTR, including without limitation, the malfunction of equipment, periodic updating, maintenance or security reasons.

3.              Trading on ALTR.trade

3.1          General

11    ALTR.trade facilitates the primary market issuance and peer-to-peer trading of NFTs. (Primary) Sellers can sell, and Buyers can purchase, make offers, and bid on NFTs. The Seller of the NFT defines the sales method to be used and the price of the NFT.

12    ALTR is not party to any transactions conducted and/or any other contractual relationship entered into using ALTR.trade, but merely developed the underlying on-chain infrastructure and operates the frontend facilitating the interaction with this infrastructure.

13    ALTR has the right to de-list a NFT Drop or a single NFT for any reason and at any time. ALTR shall have no liability for de-listing a NFT Drop or a single NFT nor an obligation to justify its decision.

3.2          Autonomous and Automated Transaction Settlement

14    The User understands and agrees that all payments, fees, etc. are transferred, processed, or initiated directly through one or more smart contracts on public blockchain networks. Neither the smart contracts nor the public blockchains are under ALTR’s control. By transacting via these smart contracts, the User hereby acknowledges, consents to and accepts all automated payments, fees, etc. for the transactions taking place via these smart contracts and consents to and agrees to be bound by the smart contract’s execution and distribution of the payments, fees, etc.

4.              Co-Ownership and Sole Ownership NFTs

4.1          Contractual Basis and Obligation of the Users

15    The contractual basis regarding the functionalities and the lifecycle of the Co-Ownership and the Sole-Ownership NFTs are the Template Agreements concluded between the Users (i.e., between the (Primary) Seller, the Buyer as well as the Vault).

16    The Users are obliged to use the Template Agreements provided by ALTR to govern their relationships regarding the NFT functionalities and must ensure that such relationship is based on the principles as outlined within the present section 4 of the General Terms.

17    All Template Agreements between Users regarding the NFT functionalities will be visible in the metadata of the NFT and the listing page of the NFT. ALTR is neither involved in any such transactions between the Users nor is a party to any agreement between (Primary) Sellers, Vaults, Co-Owners, Sole Owner, Buyers, or any other Users. The Users are solely responsible for reviewing such agreements and ALTR cannot guarantee that any NFTs visible on ALTR.trade or any Objects custodied by a Vault will always remain visible and/or available to be bought, sold, claimed, or transferred.

4.2          Co-Ownership NFT and Co-Ownership Shares

4.2.1      Concept

18    Each Co-Ownership NFT listed on ALTR.trade is unambiguously linked to the ownership in a specific Object. By this, each Co-Ownership NFT represents a Co-Ownership Share of the respective Object.

19    When listing a NFT Drop, the Primary Seller determines the value of the Object and consequently the number of Co-Ownership Shares (and Co-Ownership NFTs) as following:

Value of Object (determined by Primary Seller)	Number of Co-Ownership Shares
USDT 0 - <USDT 500’000	500
≥USDT 500’000 – <USDT 1’000’000	1’000
≥USDT 1’000’000 - <USDT 2’500’000	4’000
≥USDT 2’500’000 - <USDT 4’000’000	6’000
≥USDT 4’000’000	10’000

20    The holders of Co-Ownership NFTs from a NFT Drop are Co-Owners of the linked Object in the sense of art. 646 para. 1 SCC.

4.2.2      Co-Ownership Rules

21    The holders of the NFT Co-Ownership agree as Co-Owners on the applicable Co-Ownership Rules regarding the use and administration of the co-ownership in the Object in the sense of Art. 647 para. 1 SCC. The respective Co-Ownership Rules of the Object shall be included in the Sales and Co-Owner T&C and be accessible in the metadata of each Co-Ownership NFT (and Sole Ownership NTF, if applicable). The Users need to accept the Co-Ownership Rules in order to purchase the Co-Ownership NFT representing the Co-Ownership Share in the Object.

22    The Co-Ownership Rules may in particular:

§     define a limit to the Co-Owners’ power of disposal over the Object;

§     grant a Majority Co-Owner a Buyout Right;

§     define a Vault as the administrator of the Object during the Vaulting Period;

§     designate a Vault as the safekeeper of the Object during the Vaulting Period on the basis of the Vault Agreement;

4.2.3      Transfer of Co-Ownership Share in Object

23    By accepting the Co-Ownership Rules, the User agrees that the transfer of a Co-Ownership NFTs from one Wallet to another constitutes a possessive statement (“Besitzanweisung”) in the sense of art. 924 para. 1 SCC and thus the Vault will continue to possess the Object on behalf of the Co-Owners. Accordingly, the transfer of a Co-Ownership NFT from one Wallet to another constitutes the transfer of a Co-Ownership Share in the Object.

4.3          Sole Ownership NFT

4.3.1      General

24    If a User is the Sole Owner of the Object, the Sole Owner may burn all Co-Ownership NFTs of a NFT Drop on ALTR.trade and receive in return the respective Sole Ownership NFT.

4.3.2      Transfer of Ownership with Sole Ownership NFT

25    By purchasing a Sole Ownership NFT, the (Primary) Seller and the Buyer agrees that the transfer of a Sole Ownership NFT from one wallet to another is a possessive statement (“Besitzanweisung”) in the sense of art. 924 para. 1 SCC and thus the Vault will continue to possess the Object on behalf of the recipient of the Sole Ownership NFT. Accordingly, the transfer of a Sole Ownership NFT from one wallet to another constitutes the transfer of the ownership in the Object.

4.4          Buyout Process

4.4.1      General

26    The Co-Owners may grant the Majority Co-Owner in the applicable Co-Ownership Rules an exercisable option (Buyout Right) to purchase from each Obliged Co-Owner their Co-Ownership Share(s) for a predefined Buyout Price. The Buyout Right shall only be exercisable starting three months upon the listing of the NFT Drop on ALTR.trade. Prior to this date, the Buyout Right may not be initiated. The exercise of the Buyout Right lies in the sole discretion of the Majority Co-Owner.

The Buyout Price shall be calculated in accordance with the following formula:

27    The Majority Co-Owner and the Obliged Co-Owners agree that the following parties are responsible for the determination of the Buyout Price as defined in margin 26 above.

§     Index Price: the Price Oracles appointed by the Lucidao shall calculate the Index Price for each Co-Ownership Share of each Obliged Co-Owner on the basis of valuation methods that are widely recognized and established in the market of luxury goods. The Price Oracles responsible for the calculation of the Index Price are visible on ALTR.trade. The Index Price shall be communicated to ALTR;

§     Exponential Moving Average: ALTR shall calculate the Exponential Moving Average of the Co-Ownership Shares, Co-Ownership NFTs respectively, as set forth in Section 1 above.

§     Buyout Price: After the calculation of the Index Price and the Exponential Moving Average, the Buyout Price shall be calculated by ALTR.

28    ALTR shall publish the Buyout Price on the Listing Page of the respective NFT Drop within 7 days after the Buyout Price Request Date.

29    The Buyout Price calculated in accordance with the formula as set out in margin 26 above shall be binding for the Obliged Co-Owners and the Majority Co-Owner during 24 hours after the publication of the Buyout Price on the Listing Page of the respective NFT Drop. If the Majority Co-Owner fails to exercise his Buyout Right as set out in Section 4.4.2 below within this time period, the Majority Co-Owner has to request ALTR again to calculate the Buyout Price.

4.4.2      Exercise of Buyout Right by Majority Co-Owner

30    The Majority Co-Owner must exercise its Buyout Right by adhering to the following procedure as further specified an implemented on ALTR.trade:

§     Step 1: The Majority Co-Owner transfers all its Co-Ownership NFTs to the NFT Burn Contract; The transferred Co-Ownership NFTs are locked in the NFT Burn Contract;

§     Step 2: The Majority Co-Owner burns the Co-Ownership NFTs locked in NFT Burn Contract;

§     Step 3: The Majority Co-Owner deploys a Buyout Price Contract (including a user-friendly interface) for the distribution of the Buyout Price to the Obliged Co-Owners;

§     Step 4: The Majority Co-Owner transfers the Buyout Price in USDT to the Buyout Price Contract.

31    Upon completing steps 1-4 as set forth in margin 30 above, the Majority Co-Owner exercises the Buyout Right and delivers to each Obliged Co-Owner a Buyout Notice which causes the respective Co-Ownership NFT (i) to change the Visual to Buyout Visual, and (ii) to turn non-transferable.

32    The Obliged Co-Owners hereby accept and acknowledge that upon receipt of the Buyout Notice the Majority Co-Owner has sufficiently given notice to the Obliged Co-Owner on the exercise of the Buyout Right. Each Obliged Co-Owner is aware that although the Buyout Notice, respectively its effects are visible on any blockchain explorer, the Wallet may not show the Buyout Visual and the non-transferability of the respective Co-Ownership NFT.

4.4.3      Distribution of Buyout Price

33    The Majority Co-Owner is obliged to transfer to each Obliged Co-Owner his share of the Buyout Price in proportion to the amount of Co-Ownership NFTs held by the respective Obliged Co-Owner’s Wallet and pay the Gas Fees in connection with the distribution of the Buyout Price. The Majority Co-Owner shall transfer the Buyout Price to the Obliged Co-Owners within 20 days of receipt of Buyout Notice.

34    Notwithstanding the Majority Co-Owner’s duty as described in margin 33 above, each Obliged Co-Owner has the right to claim their share of the Buyout Price directly from the Buyout Price Contract prior to the expiration of the 20 days. By claiming his share of the Buyout Price, the Obliged Co-Owner may need to settle the Gas Fees of the underlying blockchain. The Majority Co-Owner hereby agrees to refund the Obliged Co-Owners these Gas Fees.

4.4.4      Transfer of Co-Ownership upon Exercise of Buyout Right

35    The Majority Co-Owner and the Obliged Co-Owners agree that the effects of the Buyout Notice as described in margin 31 above are a possessive statement (“Besitzanweisung”) in the sense of art. 924 para. 1 Swiss Civil Code and thus the Vault will continue to possess the Object on behalf of the Majority Co-Owner. Accordingly, the effects of the Buyout Notice constitute the transfer of Obliged Co-Owner’s Co-Ownership Shares to the Majority Co-Owner.

5.              Retrieval Process of the Object

36    The Sole Owner may start the retrieval of the Object (i.e. the Retrieval Process) by connecting with the Vault over ALTR.trade. Only the Sole Owner who has passed the KYC-Check (see Section 2.3 above) and has paid the outstanding Storage Fees (if any) can start the Retrieval Process of the Object on ALTR.trade.

37    The Sole Owner proves his status as Sole Owner of the Object by burning the Sole-Ownership NFT linked to corresponding Object on smart contracts of ALTR.trade.

38    During the Retrieval Process the Sole Owner shall provide an email address in order to be able to communicate with the Vault. The Sole Owner shall verify the provided email address by signing with its Wallet.

39    After the verification of the email address, the Vault and the Sole Owner will be able to communicate with each other by the technical tools provided on ALTR.trade. Provided the Vault Agreement does not specify otherwise, the Vault and Sole Owner have to agree on the conditions of the retrieval of the Object (e.g. terms of hand-over of the Object, transport costs, customs, insurance).

6.              Fees

6.1          Usage Fees

40    The use of ALTR.trade is subject to the payment of the following fees, as further specified to the User when interacting with ALTR.trade

§     NFT Purchase Fee: Variable fees for every purchase of NFTs on ALTR.trade. Such fees will be deducted from the total purchase price at the time of the purchase automatically by the involved the smart contracts and only upon transaction approval by the Buyer;

§     NFT Minting Fees:

§    Fees for the minting of Co-Ownership NFTs (if applicable);

§    Fees for the minting of Sole-Ownership NFTs (if applicable);

§     NFT Buyout Fee: Fees for the Buyout Process (if applicable);

§     NFT Retrieval Fee: Fees for the Retrieval Process (if applicable);

41    All fees charged by ALTR will be visible on the details of the on-chain transaction. By signing the transaction, the User agrees to pay the respective and specified fees and taxes (if any) to ALTR.

6.2          Gas Fees

42    All transactions made in relation to ALTR.trade respectively the NFTs, including without limitation minting, tokenizing, bidding, listing, offering, purchasing, transferring, or confirming, are facilitated by smart contracts existing on public blockchains. Blockchains require the payment of a transaction fee (Gas Fee) for every transaction that occurs on the blockchain, and thus every such transaction requires the payment of Gas Fees as well. It remains in the Users responsibility to bear any and all Gas Fees related to the Users’ transactions.

43    The value of the Gas Fee changes, often unpredictably, and is entirely outside of the control of ALTR. The User acknowledges that under no circumstance, shall a contract, agreement, offer, sale, bid, or other transaction made via ALTR.trade, be invalidated, revocable, retractable, or otherwise unenforceable on the basis that the Gas Fee for the given transaction was unknown, too high, or otherwise unacceptable to a User. The User also acknowledges and agrees that the Gas Fee is non-refundable under any circumstances.

7.              Representations and Warranties

7.1          Representations and Warranties of User

44    By accepting these General Terms, and while accessing ALTR.trade the User warrants and represents that:

§     User is at least 18 years of age and has the right, authority, and capacity to enter into these General Terms.

§     User will not pretend to be another person or entity or acting on behalf of a third party;

§     User will not provide false, inaccurate or misleading information;

§     User will not share its Account details with anyone or use another Account without prior written (text form sufficient) permission of ALTR;

§     User will comply with the applicable Co-Ownership Rules as outlined in section 4.2.2 above as well as the Template Agreements;

§     User has done sufficient research before making any decisions to sell, purchase, obtain, transfer, or otherwise interact with any NFTs or Objects;

§     User confirms to have carefully read the Co-Ownership Rules in the Sales and Co-Owner T&C and all documents referenced therein prior to the purchase of the Co-Ownership NFT and/or Sole Ownership NFT.

§     User is legally permitted to receive, hold, and make use of NFTs in its jurisdiction.

§     User has the sole control of his Wallet.

§     User will not upload, distribute or otherwise make available through ALTR.trade any unlawful, defamatory, harassing, abusive, fraudulent, obscene, or otherwise objectionable content;

§     User will not upload or distribute or otherwise make available through ALTR.trade any content that infringes intellectual property rights of any party;

§     User will not distribute malware, viruses, worms, defects or other items of a destructive or captive nature;

§     User will not distribute spam, including sending unwanted NFTs to other Users;

§     User will not use ALTR.trade for any illegal activity, including without limitation, terrorism, tax evasion or money laundering;

§     User is not listed, or associated with any person or entity listed, on any sanction list of the Swiss, US or any European government;

§     User will not use ALTR.trade from a country sanctioned by the Swiss, US or any European government;

§     User will not facilitate transactions involving individuals sanctioned by the Swiss, US or any European government;

§     User will not use ALTR.trade to carry out any financial activities subject to registration or licensing, including but not limited to creating, selling or buying securities, commodities, options, or debt instruments;

§     User will not use ALTR.trade to create, sell, or buy NFTs or other items that give other Users rights to participate in an ICO or any securities offering, or that are redeemable for securities, commodities or other financial instruments;

§     User will not defame, abuse, extort, harass, stalk, threaten or otherwise violate or infringe the legal rights of others, including without limitation privacy rights and intellectual property rights;

§     User will not remove any copyright, trademark or other proprietary rights notices contained in or on ALTR.trade or any part of it;

§     User will not act in any discriminatory manner;

§     User will not use any data mining, robot, spider, crawler, scraper, script, browser extension, offline reader, or other automated means or interface not authorized by us to access ALTR.trade, extract data, or otherwise interfere with or modify the rendering of service pages or functionality;

§     User will not reverse engineer, duplicate, decompile, disassemble, or decode any aspect of ALTR.trade, or do anything that might discover source code or bypass or circumvent measures employed to prevent or limit access to any service, area, or code of our service;

§     User will not attempt to circumvent any fees charged by ALTR;

§     User agrees that he will not use ALTR.trade in a manner that breaches, or causes the breach of any applicable export and re-export control laws and regulations.

7.2          Representation and Warranties of Primary Seller

45    By listing the NFT Drop on ALTR.trade, the Primary Seller represents and warrants to the Users and to ALTR that:

§     the Primary Seller is the Sole Owner of the Object and the Object is free of any liens and third-party claims;

§     the Object has been entrusted to a Vault for safekeeping for the duration of five years (Vaulting Period) and the rights and obligations of the Vault and Primary Seller are governed by a Vault Agreement;

§     the Primary Seller has used the Template Agreements for the minting, sale, and transfer of the NFTs.

§     the Primary Seller has paid to the Vault the Storage Fees for the Vaulting Period.

8.              Risks

46    The User accepts and acknowledges in particular the following risks related to the use of ALTR.trade:

§     The prices and liquidity of NFTs and the Objects are extremely volatile. Fluctuations in the price of cryptocurrencies, other digital assets or luxury goods could materially and adversely affect NFTs made available through ALTR.trade. The User understands that he may lose the entire amount invested.

§     The Vault Agreement has been concluded for five years (Vaulting Period), and therefore the safekeeping of the Object by the Vault after expiration of the Vaulting Period may lead to the Vault auctioning the Object to third parties. The same applies in case the Vault has a lien on the Object for any outstanding sums.

§     A lack of use or public interest in the creation and development of distributed ecosystems could negatively impact the development of those ecosystems and related applications, and could therefore also negatively impact the potential utility or value of a certain NFT.

§     The regulatory regime governing blockchain technologies, cryptocurrencies, and tokens is uncertain, and new regulations or policies may materially and adversely affect the development of ALTR.trade and the related NFTs.

§     ALTR does not store, send, or receive crypto assets. ALTR does neither control the public blockchains that Users are interacting with, nor any smart contracts and protocols that may be integral to Users’ ability to complete transactions on these public blockchains. On-chain transactions may be irreversible, and, accordingly, losses due to fraudulent or accidental transactions may not be recoverable. Some transactions in NFTs shall be deemed to be made when recorded on a public ledger, which is not necessarily the date or time that the User initiated the transaction.

§     There are risks associated with using internet and blockchain based products, including but not limited to, the risk associated with hardware, software and Internet connections, the risk of malicious software introduction, and the risk that third parties may obtain unauthorized access to information stored within the Wallet. The User accepts and acknowledges that ALTR will not be responsible for any communication failures, disruptions, errors, distortions or delays the User may experience when using ALTR.trade or any blockchain network for transactions, however caused.

§     ALTR.trade may rely on third-party platforms and/or vendors/ and/or other third-party providers. If ALTR is unable to maintain a good relationship with such platform providers, vendors or other third party providers; if the terms and conditions or pricing of such platform providers, vendors or other third party providers change; if ALTR violates or cannot comply with the terms and conditions of such platforms, vendors or third party providers; or if any of such platforms, vendors or other third party providers loses market share or falls out of favour or is unavailable for a prolonged period of time, access to and use of ALTR.trade will suffer;

§     There are risks associated with purchasing NFTs and Objects, including but not limited to, the risk of purchasing counterfeit assets, mislabelled assets, assets that are vulnerable to metadata decay, assets on smart contracts with bugs, and assets that may become untransferable.

§     ALTR reserves the right to hide NFT Drops, NFTs, (smart) contracts, and assets affected by any of these issues or by other issues. NFTs respectively Objects that the User has purchased may become inaccessible on ALTR.trade.

9.              Disclaimers regarding ALTR.trade and the NFTs

47    Access to and use of ALTR.trade and all its related functionalities is made at User’s own risk. The User understands and agrees that ALTR.trade are provided on an “as is” and as available basis and ALTR expressly disclaims warranties or conditions of any kind, either express or implied. ALTR and its officers, employees, directors, parents, subsidiaries, affiliates, agents and licensors make no warranty or representation and disclaim in particular all responsibility for whether ALTR.trade:

§     will meet the User’s requirements.

§     will be available on an uninterrupted, timely, secure or error free basis.

§     will be accurate, reliable, complete, legal or safe.

48    ALTR disclaims all other warranties or conditions, express or implied, including, without limitation, implied warranties or conditions of merchantability, fitness for a particular purpose, title and non-infringement.

49    While ALTR attempts to make the User’s access to and use of the ALTR.trade safe, ALTR cannot and does not represent or warrant that ALTR.trade or any NFTs the User interacts with, or the servers of any service providers are free of viruses or other harmful components. ALTR cannot guarantee the security of any data that the Users disclose online. No advice or information, whether oral or obtained from ALTR or the ALTR Parties or through ALTR.trade, will create any warranty or representation not expressly made herein.

50    The NFTs exist only by virtue of the ownership record maintained in the associated blockchain (e.g., Polygon Network). Any transfers or sales occur on the associated blockchain. ALTR and/or any other ALTR Party cannot effect or otherwise control the transfer of title or right in any NFTs or underlying or associated content or items.

10.          Liability

51    The liability of ALTR is limited to direct damages arising out of acts of intent and gross negligence. Any liability for indirect damages or consequential damages, including loss of profit, and/or damages arising out of negligent conduct, is excluded. ALTR shall be liable for the acts or omissions of their subcontractors in the same way as for itself.

52    ALTR shall not be liable for any damages (including loss of profits) which result from, including but not limited to, damages resulting from the failure of transfers of NFTs and/or any other digital asset, the damage and destruction of the Object, the use of, NFTs and Objects, and for any conduct of (Primary) Seller, Oracles, Co-Owners, Vaults, Buyers and other Users.

53    The Objects and NFTs are sold by (Primary) Sellers and/or Users (Co- or Sole-Owners) and stored by Vaults. ALTR does not take any liability for these parties which are no subcontractors of ALTR and shall not be liable in particular for any loss and/or damage for:

§     Any misrepresentation regarding the Object;

§     Insufficient legal connection between the NFT and the Object (i.e., NFT holders not becoming owners of the Co-Ownership Shares, respectively the Object);

§     Damage and/or destruction of the Object;

§     Depreciation of the Object;

§     Misuse of the Object.

54    ALTR cannot guarantee that ALTR.trade may be available all the time. ALTR.trade may be unavailable for various reasons, including routine maintenance. The User accepts that due to circumstances within or outside the control of ALTR the use of the ALTR.trade may be interrupted, suspended or terminated. ALTR expressly excludes any liability for any damages (indirect or direct) due to such circumstances.

55    Under no circumstances shall the inability to view any NFT or NFT Drop on ALTR.trade or an inability to use ALTR.trade in conjunction with the purchase, sale or transfer of NFTs on any blockchains serve as grounds for a claim against ALTR.

56    ALTR shall not be liable for any sustained losses or injury due to vulnerability or any kind of failure, abnormal behaviour of third-party software (e.g., Wallet, smart contracts on public blockchains), blockchains or any other features of the NFTs. ALTR will not be liable for losses or injury due to late reports by developers or representatives (or no report at all) of any issues with the blockchain supporting the NFTs, including forks, technical node issues or any other issues having losses or injury as a result.

57    If a User has a dispute with one or more Users, the User releases ALTR from claims, demands, and damages of every kind and nature, present or future, known and unknown, arising out of or in any way connected with such disputes. In entering into this release, the User expressly waives any protections (whether statutory or otherwise) that would otherwise limit the coverage of this release to include those claims which the User may know or suspect to exist in User’s favour at the time of agreeing to this release.

11.          Indemnification

58    The Users agree to the fullest extent permitted by applicable law, to indemnify, defend, and hold harmless ALTR, and the ALTR Parties, from and against all actual or alleged Claims, including, but not limited to, damages to property or personal injury, that are caused by, arise out of or are related to:

§     User’s use or misuse of ALTR.trade, NFTs, or the Objects;

§     User’s violation or breach of any term of the present General Terms or applicable law;

§     User’s violation of the rights of or obligations to a third party, including another User or third-party; and

§     User’s negligence or wilful misconduct.

59    The User agrees to promptly notify ALTR of any Claims and cooperate with ALTR and the ALTR Parties in defending such Claims. The User further agrees that ALTR, respectively the ALTR Parties shall have control of the defence or settlement of any Claims. This indemnity is in addition to, and not in lieu of, any other indemnities as set forth in a written agreement between the User and ALTR, respectively the ALTR Parties.

12.          Modifications to ALTR.trade

60    ALTR reserves the right to modify, suspend, or discontinue, temporarily or permanently at its sole discretion, ALTR.trade (or any features or parts thereof) at any time and without liability as a result.

13.          Taxes

61    All direct or indirect taxes duties, charges, levies, contributions and withholdings or other fees of any kind payable in accordance with the law of any relevant country, as well as any penalties, interest, surcharges and other cost relating thereto, imposed on the issuance, sale, purchase, transfer, ownership and/or redemption/retrieval of NFTs and/or Objects and/or on any other action or transaction related to ALTR.trade shall be the solely responsibility of, and for the account of, the Users. ALTR does not provide any tax advice to its Users and shall not bear any responsibility in connection to payment and/or collection of taxes. The Users agree to hold in this regard ALTR harmless against any tax claims of any party.

14.          Communication

62    The User agrees and understands that ALTR will communicate via electronic means, including but not limited to, messages to Wallet which are instantly visible on any blockchain explorer. To ensure that the User receives all communications by ALTR, the User agrees to keep his email address as provided in the course of the Account opening current and notify ALTR if there are any changes. The User agrees that any notices, agreements, disclosures, or other communications delivered to User’s email address or Wallet is considered valid.

15.          Data Protection

63    In relation with the performance of the General Terms, personal data may be processed by ALTR but also by other Users to the extent the User shares such personal data on ALTR.trade and/or on chain or with any other party that provides a service in relation to the User’s use of the ALTR.trade. By sharing personal data under these General Terms, the User understands and accepts that personal data may be processed by other Users and any other party involved in the provision of a service in relation with these General Terms and both of whom may act as a separate data controller and according to their own privacy terms and policy. ALTR is responsible only for data processing taking place on behalf and for the sole interest of ALTR.

64    With regard to personal data of others, ALTR assumes, and the User confirms, that by disclosing or sharing data with ALTR about other individuals, the User is legally entitled and authorized to do so, and relevant data is accurate, true and not against applicable law or the respective individuals’ will. The User makes sure that these individuals have been informed about such use and processing of their personal data. Also, the User understands and accepts that for any personal data the User processes on chain and/or, in particular (but without limitation), in relation to the KYC-process, he is acting as a separate data controller and thus responsible that all personal data is processed in compliance with applicable data protection legislation.

16.          Intellectual Property

16.1       Rights in ALTR.trade

65    The User acknowledges and agrees that ALTR.trade, including its “look and feel” (e.g., graphics, design, text, images, logos, page headers, button icons, and scripts), proprietary content, information and other materials, and all content and other materials contained therein, including, without limitation, the ALTR logo, trademarks, copyrights and all designs, text, graphics, pictures, data, software, sound files, other files, and the selection and arrangement thereof are the proprietary property of ALTR or its affiliates, licensors, or users, as applicable, and the User agrees not to take any action(s) inconsistent with such ownership interests. ALTR and its affiliates, licensors, and users, as applicable, reserve all rights in connection with ALTR.trade and its content, including, without limitation, the exclusive right to create derivative works.

66    Except as expressly set forth herein, the use of ALTR.trade does not grant the User ownership of any other rights with respect to any content, code, data or other materials that the User may access on or through ALTR.trade.

16.2       Rights to User Content

67    The User is solely responsible for his User Content. By using ALTR.trade and by making any User Content available on ALTR.trade, the User hereby grants to ALTR a non-exclusive, transferable, sub-licensable, worldwide, royalty-free license to use, copy modify, create derivative works based upon, distribute, publicly display and publicly perform the User Content in connection with operating and providing ALTR.trade. This includes the right to use the Visual and the artwork linked to or associated with an NFTs, respectively the NFT Drops for marketing purposes.

68    The User represents and warrants to be entitled to all rights that are necessary to grant ALTR the license rights in User Content under this General Terms. User further represents and warrants that neither his User Content, nor his use and provision of the User Content to be made available through or on ALTR.trade, nor any use of his User Content by ALTR on or through ALTR.trade will infringe, misappropriate, or violate a third party’s intellectual property rights, or rights of publicity or privacy, or result in the violation of any applicable law or regulation.

17.          Miscellaneous

69    Independent Contractor Relationship: These General Terms do not create a principal or agent, employer or employee partnership, joint venture, or any other relationship except that of independent contractors between the Parties. Nothing contained herein shall be construed to create or imply a joint venture, principal and agent, employer or employee, partnership, or any other relationship except that of independent contractors between the Parties, and neither party shall have any right, power or authority to create any obligation, express or implied, on behalf of the other in connection with the performance hereunder.

70    Subcontractors: ALTR shall be entitled to use subcontractors to perform the obligations under these General Terms.

71    Assignment: The Users shall not have the right to assign or transfer these rights and obligations under these General Terms, in full or in part, to any third party without the prior written and express consent of ALTR. The Users agree that any assignment or transfer in violation of this section shall be null and void.

72    Entire Agreement: These General Terms contain the entire agreement between ALTR and the Users regarding the subject matter hereof and supersedes all understandings and agreements whether written or oral.

73    Language: The contractual language between the Parties is English. No other language is currently available for the conclusion of these General Terms.

74    Severability: If any provision of these General Terms should be invalid in any jurisdiction under applicable law, the legality and enforceability of the remaining provisions hereof shall not in any way be affected or impaired thereby. In such an event, the Parties commit to compose a legally valid replacement rule which approaches the invalid provision as closely as possible within the economic intent of this General Terms. With this in mind, these General Terms will be interpreted as though the invalid clause had been omitted from the outset.

18.          Applicable Law and Jurisdiction

75    These General Terms shall be governed by and construed in accordance with Swiss law, excluding the Swiss conflict of law rules. The application of the United Nations Convention for Contracts for the International Sale of Goods (CISG) is hereby expressly excluded.

76    Any dispute, controversy, or claim arising out of, or in relation to, these General Terms including regarding the validity, invalidity, breach, or termination thereof, shall be submitted to the exclusive jurisdiction of the courts of Lugano, Switzerland.