General Terms and Conditions
Las updated: September 27 2023
1 General
1.1 These General Terms and Conditions (“Terms and Conditions”) set forth the rules and regulations for the use of the internet platform (www.talentir.com; "Talentir Platform") operated by Talentir GmbH (CHE-146.889.750), Schulhausstrasse 42, CH-8002 Zurich, Switzerland (“Talentir”) by persons who have been accepted by Talentir as clients (“User”). By accessing the Talentir Platform, the User accepts and agrees with these Terms and Conditions.Investments in cryptocurrencies are associated with risks. Please read the risk disclosure of these Terms and Conditions carefully.
1.2 The Talentir Platform enables artists to sell their tokenised YouTube content to purchasers in accordance with the applicable general terms and conditions 'Purchase of SFT' from the artist.
1.3 The User must be capable of acting according to the applicable law of the jurisdiction in which the User has permanent residence.
1.4 Creating a user profile on the Talentir Platform requires that the requested information is provided to Talentir. Details of the collection, processing and use of personal data are described in the Privacy Policy published on Talentir's website https://talentir.com/legal/privacy-policy.
1.5 During the client acceptance process, the client must complete the onboarding/KyC process of Talentir. Talentir has sole discretionary power whether a person is accepted as client.
2 Third Parties
The Talentir Platform may contain advertisements and promotions offered by third-parties and links to other web sites or resources. Talentir is not responsible for the availability (or lack of availability) or the content of such external websites or resources. If a User chooses to interact with third parties made available through the Talentir Platform, such party’s terms will govern the relationship. Talentir is not responsible or liable for such third-parties' terms or actions. The User acknowledges and agrees that the Talentir Platform may contains advertisements.
3 No Storage of Cryptocurrencies by Talentir
Talentir does not provide any wallet solutions to Users and the wallet created for the user in the client acceptance process is provided by Magic Labs, Inc., 548 Market St., PMB 31387, San Francisco, California 94104-5401 ("Magic"; "Magic-Wallet"). Talentir has no access to private keys at any time and therefore the User is responsible for securing the private key. The User understands and acknowledges that without the private key it has no power of disposal over its cryptocurrencies and may suffer a temporary or permanent loss of access to the cryptocurrencies held in its wallet.
4 Deposit of Funds
4.1 In order to purchase cryptocurrencies offered by artists, a User must first credit funds to his/her account on the Talentir Platform. The User can use our built-in external fiat onramping service (Ramp) to purchase Arbitrum ETH with their preferred payment option. The terms of service of this platform are available here: https://ramp.network/terms-of-service
4.2 Alternatively, to Para (1) before, a User may transfer cryptocurrencies from an external wallet to his/her Magic-Wallet. Such transfers from external wallets to the Magic-Wallet are only allowed from external wallets that have been pre-cleared by Talentir (white-labelling).
4.3 The minimum deposit amount is determined by Talentir in its sole discretion. If the amount is less than specified, the funds will not be credited to the User's Account; the same applies to withdrawals below specified limits.
5 Transactions and Fees
5.1 The Talentir Platform shows purchase offers from artists for the sale of SFT to Users. However, Talentir is not a contracting party to such sales contracts, but does only provide a part of the technical infrastructure to execute the sale of SFT.
5.2 The User acknowledges and agrees to the following:
5.2.1 as soon as the acceptance of an offer by an artist is sent via the Talentir Platform, such transaction is irreversible and may not be cancelled. Transactions will be executed as quickly as possible upon placement and will be considered to have taken place at the execution date and time;
5.2.2 in the event the recipient address is not specified or is incorrectly indicated, the User may lose the deposit or at least the processing speed of such requests will be made with low priority;
5.2.3 deposit and withdrawal transactions may be delayed due to some verifications and checks;
5.2.4 due to the inherent nature of the cryptocurrency networks, depositing and withdrawing cryptocurrencies into/from may take some time;
5.2.5 to immediately notify Talentir and follow the instructions received by Talentir when transaction activity, including but not limited to unknown deposits and withdrawals, is discovered that was not initiated by the User;
5.2.6 to fully cooperate in the event Talentir is forced to cancel or recall already executed withdrawal transaction at a request of financial institutions, including but not limited to third parties, which are involved in settlement of such transactions; and
5.2.7 to pay Talentir a transaction fee for each completed transaction. As of the date of this agreement, the applicable transaction fee is set at 2.5%. This rate is subject to change at Talentir's discretion. Current rates can be reviewed at any time at the following URL:https://arbiscan.io/address/0x178A471407124C032e712a50Af7757927ba19AFD.
5.3 Talentir reserves the right to set a variable maximum transaction amount for each User.
5.4 Talentir reserves the right to delete any orders from the order book at our discretion. In the event an order is deleted, a full refund will be issued to the user for any amounts paid. This may be done to maintain the integrity, security, or orderly operation of the Talentir Platform, or to comply with applicable laws and regulations.
6 No Advice
6.1 Talentir may provide information on price, range, volatility etc. of cryptocurrencies and events that have affected the price of cryptocurrencies, but such information is provided for general information purposes only and constitute neither an advertisement or recommendation or solicitation to buy or sell cryptocurrencies, to execute any transaction or to enter into any legal relations.
6.2 Talentir does not provide investment-, legal-, accounting- or tax advice. Talentir does not represent that any investment or strategy is suitable or appropriate for individual circumstances, or otherwise constitutes a personal recommendation for any specific User.
6.3 Talentir recommends that Users independently assess, with a professional advisor prior to making any investment decisions, the specific financial risks as well as legal-, regulatory-, credit-, tax- and accounting consequences.
7 Local Access Restrictions
Talentir documents and offers may contain information and opinions about financial products which may be subject to registration requirements in certain jurisdictions. It is not intended for persons for whom the use (based upon the nationality or the domicile/registered office of the person or for any other reason) would violate applicable laws or regulations. Such persons are not permitted to use Talentir's services. This applies in particular to US citizens and/or persons having their domicile/registered office in the United States of America («US persons»).
8 Modification of the Talentir Platform and Termination
8.1 Talentir may add or remove functionalities and/or features to the Talentir Platform at any time without giving notice to the User.
8.2 Talentir can terminate these Terms and Conditions or deactivate the User any bot or any group the User has created or participated in at any time if Talentir reasonably believes that the User has violated these Terms and Conditions or for any other reason.
8.3 Talentir will not be liable to the User for terminating this Agreement, including for deletion of any of the User's content. Talentir does not have to disclose the reasons for termination or deactivating.
8.4 The User may terminate this Agreement at any time without observing any period of notice by communication to Talentir. Talentir will not be liable for any loss of data, information or content of the User.
9 Individual Agreement
An individual written agreement between Talentir and the User shall prevail these Terms and Conditions in any case of conflict.
10 Limited Liability
10.1 To the extent permitted by applicable law, Talentir accepts no liability to any User for any loss or damage (direct or indirect), whether foreseeable or otherwise, in contract, tort (including negligence), for breach of statutory duty, or otherwise, arising out of or in connection with the use of (or inability to use) Talentir' services or the use of or reliance upon any documents or information.
10.2 To the extent permitted by law, Talentir excludes all representations, warranties, and guarantees (whether express or implied) that may apply to Talentir's services.
10.3 Talentir neither assumes nor accepts responsibility or liability arising out of any disruption or non-availability of its services resulting from external causes including, but not limited to, equipment failure, communications network failure, natural events, acts of war, or legal restrictions and censorship.
11 Indemnity
The User agrees to defend, indemnify, and hold harmless Talentir, its directors, officers, employees, affiliates, agents, and suppliers from and against any claims, suits, losses, damages, liabilities, costs, and expenses (including attorneys' fees) brought by third parties resulting from or relating to the User's violation of these Terms and Conditions. Talentir reserves the right, at the User's expense, to assume the exclusive defense and control of any matter that the User is required to indemnify, and the User agrees to cooperate with Talentir's defense of these claims. The User agrees not to settle any matter without Talentir's prior written consent.
12 Amendments
Talentir may alter these Terms and Conditions at any time. The date of the most recent revisions will be accessible at http://talentir.com/legal/terms-and-conditions and older versions are available upon request. If changes are made that will substantially alter the User's rights, we will notify our Users. The User agrees to accept any changes or revisions to these Terms and Conditions by continuing its business relationship with Talentir and/or use Talentir's services.
13 Risk Disclosure
13.1 There are significant risks associated with cryptocurrencies. By accessing the Talentir Platform, the User acknowledges and accepts these risks.
13.2 The parties (seller and purchaser) to the cryptocurrency sales contracts shall bear all risks associated with the transaction, including the foreign currency risk (depending on the reference currency or cryptocurrency with which cryptocurrencies can be acquired), the risk of a change in legal and regulatory framework and all other risks.
13.3 The Purchaser shall be liable for all economic and legal consequences arising from i) any action by any governmental, regulatory, or self-regulatory body or ii) the exercise of any consensus or similar mechanism with respect to cryptocurrencies, including any prohibitions or restrictions on payments or transfers, limitations, suspension or exclusion of convertibility or changes in functionality, the consequences of which may affect your assets.
14 Applicable Law, Dispute Resolution and Jurisdiction
14.1 These Terms and Conditions and all legal relationships between Talentir and the User in connection with Talentir's services (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation, shall be governed exclusively by Swiss law, excluding international conventions to the greatest extent permissible and possible. If a dispute between Talentir and a User arises the following procedure shall apply:
14.1.1 The User shall notify Talentir in writing, setting out its nature and full particulars, together with relevant supporting documents. The notification shall be sent to the following address: office@talentir.com, Talentir LLC, Schulhausstrasse 42, CH-8002 Zurich, Switzerland
14.1.2 On receipt of such notice, the involved parties shall attempt in good faith to resolve the dispute.
14.2 If the involved parties are for any reason unable to resolve the dispute within 30 days of such notice, then (but not before such time) either party may initiate proceedings in relation to such dispute.
14.3 Each Party irrevocably agrees that the Courts of the Canton of Zurich, shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) in connection with Talentir's services and/or this Terms and Conditions.