Buyer Registration Agreement
Thank you for allowing us to help you arrange a potential purchase of a work of art (a “Work”) on our platform. We (meaning Live Art Inc., a Delaware company, aka “LiveArt”) aim to provide you with an efficient and rewarding experience that results in a purchase of a Work directly from a “Seller” to whom we will virtually—and anonymously—introduce you. Using our streamlined process, and with the help of a “Concierge” or other member of our team, once you and the Seller have entered into an “Sale + Purchase Agreement” (aka an “SPA”) that you and the Seller will virtually sign (using our standard SPA form and/or as modified by you and the Seller via an anonymous chat with or without the help of a LiveArt Concierge), the Work (via our online shipping process) will be shipped to a fine art warehouse in Delaware (the “Warehouse”). You will deposit the funds in our account to be escrowed (the “Escrow”) and, once all the conditions of the SPA and our Terms and Conditions are satisfied, title will pass to you in the Warehouse so that the Work can be delivered to you (arranged by you via our online shipping process) or stored at the Warehouse under an account you set up (with the help of a Concierge if you wish).
We are here to help you during this simple process. From receiving the Work for you, holding your payment and the Work in secure Escrow to shipping via an online process that gives you competitive quotes, or arranging a storage account for you in the Warehouse, we want to provide a friction-free process. But make no mistake, we are not a “middleman.” To the contrary, we are creating an efficient marketplace that allows you and the Seller to transact securely, lawfully, and efficiently. Using our proprietary technology and platform, and with the help of a Concierge as needed, we will arrange a direct sale between you and the Seller. Our job is to facilitate a sale for you and the Seller, not to act as either of your agents, advisors, fiduciaries, attorneys, representatives, etc.
“KYC,” “AML” and Credit Checks
To make the process go smoothly, we frontload much of what needs to be done to close your purchase. You play your part in that by giving us, as part of the Buyer Registration Process, the information and assurances that we will need to register you on our platform:
- If you are an individual, please provide us with proof of your identity by sharing a copy of valid government-issued identification and recent proof of your current address. · If you are a business entity, please provide us a copy of valid government-issued identification of your entity (for example, your certificate of incorporation) and proof of the ultimate beneficial individual owner of the entity.
- Using this information, we or one of agents will confidentially conduct a World-Check check for due diligence purposes. You can review the World-Check Privacy Statement located at https://www.refinitiv.com/en/products/world-check-kyc-screening/privacy statement regarding the processing of your information and your rights.
- We also reserve the right as part of the registration process to request information from you so as to check your credit, including appropriate financial references. · After reviewing this information, we will let you know whether we will require any additional information in order to register you on our platform.
In addition to providing us with the information above, by registering as a Buyer on our platform, you represent and warrant to us that:
a. You are not subject to economic or financial sanctions under the law of any country, including U.S. sanctions administered by the Office of Foreign Assets Control of the U.S. Department of the Treasury; the United Nations Security Council; the European Union or Her Majesty s Treasury or any other economic or financial sanctions or any equivalent measure;
b. You have not been convicted of a terrorist, money-laundering or other financial crime and have no reason to believe that you have been charged with, or are being investigated, in connection with any such crime; and
c. You are not a prominent employee, agent, or representative of any governmental or quasi-governmental agency and have not been identified as a politically exposed person.
If you are acting as an agentor representative of someone else (whether one or more individuals or entities) who wish to buy the Work (singly or collectively, the “Principal”), you also represent and warrant that:
a. You have informed us in writing that you are acting as the exclusive agent of the Principal with respect to the Work, and have disclosed to us the identity of the Principal;
b. You are making the representations in this Buyer Registration Agreement and/or in the Sale + Purchase Agreement (aka SPA) on your own behalf and on behalf of the Principal;
c. The Principal has authorized you to seek to purchase a Work for sale on LiveArt and authorized you to (x) make the representations and warranties in this Buyer s Registration Agreement and (b) enter into any SPA to which you agree on the terms and conditions in that SPA;
d. The arrangements between you and the Principal do not involve tax fraud or tax evasion;
e. You have disclosed, and will continue to disclose, all material information to the Principal;
f. You have conducted customer due diligence on the Principal and confirmed that the Principal:
i. is not subject to economic or financial sanctions under the law of any country, including U.S. sanctions administered by the Office of Foreign Assets Control of the U.S. Department of the Treasury; the United Nations Security Council; the European Union or Her Majesty s Treasury or any other economic or financial sanctions or any equivalent measure;
ii. has not been convicted of a terrorist, money-laundering or other financial crime and you have no reason to believe that the Principal of the work has been charged with, or is being investigated, in connection with any such crime;
iii. is not a prominent employee, agent, or representative of any governmental or quasi-governmental agency and has not been identified as a politically exposed person;
g. You will retain for five years the documentation reflecting your due diligence and will provide LiveArt or its agents with copies of such documents if reasonably requested in writing;
h. You will provide us with the following for “KYC” (aka “know your customer”) and “AML” (aka anti-money laundering) purposes:
i. If the Principal is an individual, proof of their identity by downloading a copy of government-issued identification and recent proof of their current address.
ii. If the Principal is a business entity, a copy of government issued identification of the entity (for example, the certificate of incorporation) and proof of the ultimate beneficial Principal of the entity. and
iii. Using this information, we or one of our agents will confidentially conduct a World-Check check for due diligence purposes. You can review the World-Check Privacy Statement located at https://www.refinitiv.com/en/products/world-check-kyc screening/privacy-statement.
Continuing Obligations; Confidentiality; Disputes; Liability.
You acknowledge and agree that:
- You will keep information about the sale, the Seller, and LiveArt s proprietary technology and sale process strictly confidential;
- You will not, and will make no effort to, communicate with a Seller except through LiveArt;
- You will no make no effort to learn the identity of a Seller unless, in the reasonable good faith belief of your legal counsel, you have a lawful basis to seek the identity of such Seller (e.g., if you believe in good faith that the sale was in any way unlawful or that there is any lawful claim for breach of the SPA), in which case LiveArt shall disclose the identity of such Seller to you; and
- If the Seller, in the reasonable good faith belief of Seller s legal counsel, believes that Seller has a lawful basis to seek your identity (e.g., if a Seller believes in good faith that the sale was in any way unlawful or that there is any lawful claim for breach of the Sale Agreement), you hereby authorize us to disclose your identity to Seller;
- You will, in the event of any dispute you have with LiveArt, first try—as we will do—to resolve it amicably between you and us, then participate in good faith in a mediation provided by JAMS or another reputable “ADR” (aka “alternative-dispute-resolution”) provider selected by LiveArt in its reasonable discretion and, if that fails, submit to the exclusive jurisdiction of the selected ADR provider or courts located in New York County, New York, applying Delaware law;
- Under no circumstances may LiveArt be required to pay consequential, punitive, or other damages; to the contrary, its liability is limited to the amount of any Fee actually received;
- LiveArt is providing a marketplace and a platform for you to purchase a Work from a Seller on terms that you and a Seller agree to in a SPA; LiveArt makes no representation or warranty of you of any kind, including but not limited to, about a Seller, the value of the Work, any services arranged for you or Seller by LiveArt, or any implied warranties, all of which are specifically disclaimed; and
- You have read this agreement, and understand that it is a legally binding document that contains all of the agreements between you and LiveArt, replaces any other oral or written agreements that you may believe that we have, and that it may not be changed except in a writing signed by the Chief Executive Officer of LiveArt or a designee identified in a writing signed by the CEO.
By accepting via LiveArt, you confirm that you have read, understand, and agree to be legally bound to the terms of this this Buyer Registration Agreement.