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WINDOW PAIN-COLLECTOR TERMS

WINDOW PAIN by LINH HOAI VU 2022

A PHYSICAL ARTWORK PAINTED BY LINH HOAI VU WITH MIXED MEDIA ON GLASS THAT GOT DIGITALIZED AND BURNED INTO NFTS.

PAINTING SIZE: 36 X 36 INCHES

About us

Linh Vu Art (collectively referred to as "Linh Vu," "we," "our," or "us") is an independent art brand based in the United States. 

2

Website and Terms

Linh Hoai Vu is releasing her "Window Pain" NFTs at https://opensea.io/Linhhvu. A non-fungible token of the edition is available for purchase.

Each NFT will be generated via smart contracts and stored on the blockchain of Open Sea.

This Open Sea webpage https://opensea.io/Linhhvu facilitates the acquisition of NFTs.

This Collector Terms is a legally binding agreement that controls your access to and use of the Website, including, but not limited to, the purchase of the NFTs offered through the Website and your use of the software and services provided in conjunction with such NFTs (collectively, the "Service").

Please refer to our Privacy Policy for details on how we collect, utilize, and share your information.

PURCHASE RESTRICTIONS: In some countries and for some individuals or companies, there may be restrictions on the purchase of NFTs according to applicable export control and sanctions laws and regulations or restrictions on the use of our Service; accordingly, the use of our Service may be limited or restricted. Check clause 12 for details.

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Purchase NFT

  1. Installing the MetaMask browser extension is essential in order to acquire an NFT from Open Sea. MetaMask is a non-custodial digital wallet and service provider that enables cryptocurrency purchases, storage, and transfers. Before submitting an application to acquire an NFT as indicated below, you must download MetaMask and link and unlock your electronic wallet using your MetaMask account. You will not be able to purchase an NFT from us unless this procedure is completed.

  2. You will be unable to access your NFT if you lose access to your MetaMask digital wallet (for instance, if you lose the physical device on which your wallet is stored and/or the password or seed phase required to restore the wallet).

  3. You understand and agree that you are operating in your personal capacity and not as a broker, agent, employee, or independent contractor of any other party. You agree that the funds to be used for the purchase of an NFT do not come from a person subject to financial sanctions or represent or constitute any person's benefit from criminal action, and that at least one of the following claims accurately represents the source of these funds: (i) The source is personal income received from employment, property or asset sales, investments, or business profit distributions.; (ii) The funding is a gift or a loan.; or (iii) The origin was inheritance.

  4. You agree that by commencing the purchase of an NFT, you are submitting a legally binding offer to purchase the NFT from us. Once the purchase is finalized and Open Sea notifies you that the purchase is finalized, your order is accepted and confirmed. You agree that your purchase of the NFT is non-refundable.

  5. Once the transaction is complete, the NFT will be sent to your MetaMask wallet.

  6. Title to the NFT is transferred to you upon completion of the transaction.

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Secondary marketplaces and third-party sites

  1.  You may sell, trade, or distribute your NFT on any secondary marketplaces, platforms, or exchanges ("Secondary Marketplaces'') established by third parties that support NFTs. Note that the NFTs may not be compatible with all Secondary Marketplaces, and that we do not guarantee the functioning or availability of any Secondary Marketplace. Any Secondary Marketplace on which you sell, trade, or distribute your NFT must have Collector terms that limit the acquirer's rights to the NFT in accordance with paragraphs 6.7 and 6.8.

  2.  Our Website may contain connections to third-party websites or services, such as Secondary Marketplaces (collectively, "Third-Party Sites"). For instance, we can provide a link to a Secondary Market where we believe you can exchange your NFT. When you click on such a link, we may not inform you that you have left our Service and are now subject to the Collector terms and privacy policies of a Third-Party Site. You acknowledge that your use of any Third-Party Site is at your own risk, regardless of whether we provide links to them on our Website. Before proceeding with any transaction on a Third-Party Site, you should consider all applicable terms and conditions and conduct any additional research you deem necessary or appropriate.

  3. Links or references to Third-Party Websites are given only for your convenience and information. Such links should not be construed as our endorsement of the linked sites. We have no control over the content of these Third-Party Sites and disclaim any liability and assume no responsibility for the content of any Third-Party Site that is linked to or accessed through our Service. The listing of a Secondary Market on our website is neither a guarantee nor an endorsement that such a market would support an NFT or permit all conceivable transactions with an NFT.

  4.  You understand and agree that we are not a party to any arrangement or transaction in which you trade an NFT first obtained through our Service on a Secondary Marketplace, regardless of whether we get a commission or fee as a result of the transaction. We are not liable for any damage suffered by you as a result of fees or other sums not received by you or amounts due by you in connection with any transaction that takes place on Secondary Marketplaces or other Third-Party Sites.

  5.  The NFTs implement Ethereum Improvement that enables Secondary Marketplaces to get information regarding the payment of a royalty requested by us for secondary sales. The information is accessible via the smart contract. If a Secondary Market chooses to implement the information, the royalty must be paid on all NFT transactions on that Secondary Market. The remuneration will be split between us and Linh Hoai Vu.

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Website link

You may link to our Website in connection with the sale of an NFT, providing you do so in a fair, non-misleading, lawful manner that does not harm our reputation or take advantage of it. You may not link to our website in any way that suggests an affiliation, approval, or endorsement on our part where none exists. You may not link to our Website from a website that you do not control, nor may you frame our Website within another website. We retain the right to revoke the aforementioned linking permission without prior notification.

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Intellectual Property Rights

       Service

  1. We are the owner or licensee of, or have the legal right to use, all intellectual property rights in the Service including all photos, photographs, drawings, and other content created by us or for us or featured on our Service (including the look and feel, design and graphics of our Website). We reserve such rights in their entirety. Except as permitted by law, you may not reproduce, distribute, transmit, disseminate, create derivative works of, perform, exhibit, or otherwise use in any way any content (or portion thereof) on our Website or accessed through our Service, other than the Digital Artwork you purchase.

  2. If your use of the Service violates these Collector Terms, your permission to use the Service will terminate immediately, and you must, at our discretion, return or destroy any copies or other infringing materials you have made.                                                                                                                     NFT and Digital Artwork

  3. You accept that your purchase of an NFT entitles you to complete ownership of the NFT itself, including the ability to store, sell, and transfer it. However, your purchase of an NFT from us or any third party does not grant you any express or implied rights in (including, without limitation, any copyrights or other intellectual property rights in and to the Digital Artwork other than the right to copy and display the Digital Artwork for your own personal, non-commercial use and as set forth in clauses 6.7 and 6.8.

  4. We are not responsible or liable if the Digital Artwork becomes inaccessible to you for any reason, or if someone other than us modifies or alters the Digital Artwork, including deleting the Digital Artwork.

  5. You accept that Digital Artworks can be copied and distributed, and that we cannot guarantee that no multiple copies of a Digital Artwork are connected with your NFT. However, we will not sell multiple NFTs associated with a single Artwork.

  6. You understand that we or Linh Hoai Vu may make additional copies of the Digital Artwork and distribute it, as well as sell or otherwise transfer the copyright or other intellectual property rights or economic rights associated with the Digital Artwork.                                                                     License of Digital Artwork

  7. You are permitted to display and distribute Digital Artwork related with your NFT : (i) In order to distribute the Digital Artwork on Secondary Markets in conjunction with the sale, transfer, or exchange of your NFT and (ii) In order to share your purchase or ownership of a non-fungible token on social media and digital platforms. As stated above, you have no further rights or licenses to the Artwork besides ownership of the Digital Artwork.

  8. While you may sell, transfer, or exchange the NFT, you may not use the Digital Artwork for commercial purposes, including, but not limited to, doing any of the following for commercial purposes: (i)/ recreate the Digital Artwork or sell copies of it is prohibited ; (ii) You may not alter the Digital Work or make derivative works from it; (iii) incorporate the Digital Artwork into any additional works or media formats; (iv) Create, mint, or tokenize an additional cryptographic token, including a non-fungible token, representing or associated with the Digital Artwork; or (v) Use the Digital Work for other commercial uses.

  9. If you sell, transfer, or burn the NFT, or if you relinquish possession for any other reason, your rights and interests in the NFT and Digital Artwork end immediately and automatically.

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Fee and Payment

       Smart contracts and gas fees

  1. You may be required to pay a transaction fee ("Gas Fee") on the Open Sea blockchain to conduct transactions, including the purchase and transfer of NFTs. The amount of the Gas Fee will change based on the manner in which the Open Sea Blockchain operates. Miners on the Open Sea network are compensated with Gas Fees for validating and adding transactions to the blockchain. We do not receive any percentage of them, nor do we control the amount of the Gas Fee you may be compelled to pay when executing a transaction on the Open Sea network. You agree and acknowledge that: (a) You are responsible for paying the Gas Fee despite its amount, (b) that the Gas Fee is neither refundable nor payable under any circumstances, and (c)The price of each NFT does not include any Gas Fees that you may be required to pay.

  2. You may be able to set the Gas Fee amount, however the smaller the fee, the longer it may take for the transaction to be confirmed. We recommend utilizing the Gas Fees suggested by your wallet. We have no influence over the duration required to confirm your transaction.​                                           Purchase price and charges

  3. All of our prices and fees are displayed in United States Dollars ("USD"). If you pay in a fiat currency other than U.S. dollars, the actual amount to be paid will be decided by the exchange rate utilized by your bank or credit card provider at the time you are charged. We are not liable for any exchange rate fees imposed by your bank or credit card company, nor do we charge or receive such sums.

  4. The NFT's purchasing price will be the amount listed on the Open Sea. Any applicable taxes are your responsibility.

  5. Please refer to clause 8 if you choose to pay with cryptocurrency.

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Payment Methods

  1. The NFTs may be paid for using any of the methods outlined in these Collector Terms or on our Open Sea website.​​                                                                                                                      Cryptocurrency transactions

  2. Open Sea accepts cryptocurrency payments. Our accepted cryptocurrencies will be listed on the Open Sea website. All cryptocurrency transactions will be processed through a payment gateway used by Open Sea, with which you'll interact directly. Only cryptocurrency payments that we approve will be applied toward the purchase of NFTs.

  3. Before you may pay using cryptocurrency, you must check that your wallet contains enough cryptocurrency. When you reach the payment options screen, you will be offered with multiple payment options. If you opt to pay using cryptocurrency, you will be sent to the payment gateway's payment page, where you can select the applicable cryptocurrencies. The USD purchase price of the NFT will be converted to the current value of the applicable cryptocurrency at the time your transaction is performed, based on a source decided only by us.                                                      How much digital currency is needed?

  4. You must transfer us the precise quantity of cryptocurrency that we provide. If you send less or more than that amount, we will provide a full refund and you will need to resubmit your payment information. We cannot guarantee that the NFT purchase price will remain constant for recurring payments because the cryptocurrency exchange rate may have changed.                                                       How quickly must payment be made?

  5. Once you've decided to pay using cryptocurrency, you must transfer it within the timeframe specified by the payment gateway. If you do not transmit it within this interval, the conversion rate may have changed, necessitating a rate refresh before the payment can be processed.                            Sending transactions to the wrong wallet address

  6. You need to transmit the cryptocurrency to the address we offer. Since transactions on the blockchain are irreversible, if you send your cryptocurrency to an incorrect address by accident, you will lose the cryptocurrency and the order cannot be processed. You are responsible for ensuring that the cryptocurrency is sent to the correct address. You are solely responsible for sending the cryptocurrency to the correct address that we offer.                                                                       Refund conversion rates

  7. In exceptional cases, we reserve the right to refuse payment for an NFT and give a refund. If we have not received your payment and offer a refund, you will be repaid in USD if you paid in fiat currency. If you paid using cryptocurrency, your refund will be granted using USD as the purchase price's base currency, converted into the corresponding cryptocurrency at the exchange rate in effect when the refund is issued (and not at the time when we confirm that a refund will be issued).

  8. This ensures that the USD equivalent of the purchase price is refunded to you in cryptocurrency. To protect you and ourselves from variations in the cryptocurrency exchange rate, we do not issue refunds at the purchase rate. This could result in you receiving more or less cryptocurrency than you paid. Nonetheless, the USD value will not change.

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Complaints

Please contact us here if you have any questions or complaints about the Service.

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Risk of use for smart contracts and blockchain

  1. The Service employs experimental technologies, such as cryptographic systems such as smart contracts, blockchain, non-fungible tokens, cryptocurrencies, the Interplanetary file system ("IPFS") and decentralized or peer-to-peer networks and systems. You acknowledge and agree that you understand and accept that all such technologies are experimental, that their use has inherent risks, and that we are not liable or responsible for any resulting errors, failures, risks, or vulnerabilities.

  2. The Service, Open Sea blockchain, and NFTs may be affected by regulatory actions, legislation, or proposed laws or policies, which may limit or restrict your access to the Service, Opensea's blockchain, your NFT or Digital Artwork, your ability to transfer your NFT, or your ability to access or display the Digital Artwork. You agree and accept that you are aware of this risk.

  3. You accept that we are not liable or responsible for any errors, failures, risks, or vulnerabilities coming from the usage of the Service, smart contracts, blockchain, NFTs, cryptocurrencies, IPFS, and connected networks and systems (including, but not limited to, your access to the Service, your NFT, or your Digital Artwork, your ability to transfer your NFT, or your right to access or display the Digital Artwork).

  4. You accept that we are not liable or responsible for errors or problems that you cause, such as forgotten passwords or mistyped addresses.

  5. The acquisition of NFTs via the Service is carried out by one or more smart contracts on the Open Sea blockchain. Smart contracts may be susceptible to malfunctions, errors, including programming errors, hacking and theft, or changes to the protocol rules of the Open Sea blockchain, which may have a negative impact on the smart contracts and expose you to a variety of risks of loss, such as the risk of losing your NFT or cryptocurrency or the opportunity to purchase NFT. You agree and accept that you are aware of this risk.

  6. You recognize and accept that once the smart contract has been executed in conjunction with the purchase of an NFT, it is irreversible and consequently no refunds are available.

  7. The Service and the Open Sea blockchain may be subject to cyber-attacks and unauthorized third-party activities (including, but not limited to, the use of viruses, phishing, sybil attacks, mining attacks, 51% attacks, and brute forcing), unexpected activity spikes, or other operational or technical difficulties (including our own security flaws) and malfunctions that may result in Service interruptions or delays. You understand and accept that we are not liable for any of the aforementioned attacks or any others, or for any damage, losses, or interruptions caused by any viruses that may impact your computer, other equipment, or wallet. You further understand and accept that such attacks may affect your ability to access the Service, your NFT, or your Digital Artwork, as well as your ability to transfer your NFT or view or display the Digital Artwork.

  8. You understand and accept that transacting with NFTs may expose you to certain regulatory risks, including those related to the tax treatment of NFTs or cryptocurrencies and the possibility that NFTs may be designated securities or another regulated asset class.

  9. We do not own or manage the Open Sea blockchain, MetaMask, or any Third-Party Site or service that you may access, browse, or utilize in order to use the Service. You understand and agree that we are not liable for the activities or omissions of such third parties or third-party services, nor for any loss or damage you may incur as a result of any transactions or other interactions with such third parties or third-party services.

  10. You acknowledge that you have adequate knowledge of blockchain technology, NFTs, digital assets, digital wallets, and cryptocurrencies to comprehend these Collector Terms and recognize the risks and ramifications of purchasing NFTs. You acknowledge and agree that you have gathered enough information to make an informed decision about buying an NFT, including (if you choose to do so) reviewing the code of the smart contract, the NFT metadata, and the NFT as well as the storage system used for the Digital Artwork. You also agree that you fully comprehend and accept the functions of the same as well as any associated risks.

  11. By making a payment using a cryptocurrency, you recognize and accept that Linh is not liable for your payment not reaching us, including but not limited to instances in which payment over the Open Sea blockchain failed. It is exclusively your obligation to confirm that Linh has received and accepted your cryptocurrency payment.

  12. You accept and agree that your purchase of a non-fungible token complies with local laws and regulations.

  13. You recognize and accept that certain information about your transaction, including the address of your digital wallet, may be made public on the Open Sea blockchain.                                        Financial risks

  14. The use of the Service, including the purchase of NFTs, may involve financial risk. Smart contract transactions are irreversible and perhaps non-refundable. The danger of loss can be high while trading crypto assets, especially NFTs. The prices of crypto assets are volatile, and price movements could dramatically and negatively impact the value of your NFTs.

  15. You must carefully consider whether purchasing NFTs is acceptable given your financial situation, and you realize and agree that you will access and use the Service at your own risk, including the chance that you may lose access to your NFT or the Digital Artwork permanently. We are not accountable for and assume no liability for your use of the Service and the transactions it facilitates.

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General disclaimers and our liability

  1. All types of liability, including but not limited to liability in contract, tort (including negligence), misrepresentation, restitution, and other claims, are referred to as "liability" in this section 11.

  2. No aspect of these Collector Terms shall be construed to exclude or restrict our responsibility to you where to do so would be contrary to law. This includes liability for death or bodily damage resulting from our carelessness, liability for fraud or fraudulent misrepresentation, and any other liability that cannot be avoided or modified by applicable law.

  3. Subject to clause 11.2, our total liability to you in connection with the purchase or sale of an NFT, including any claim relating to the Digital Artwork, and your use of the Service shall be limited to the initial purchase price you paid to us for the NFT on the Website, regardless of the cause of action brought. You understand and agree that your agreement under these Collector Terms is solely with Linh and that no other party linked with or working with Linh, including Linh Hoai Vu, shall have any duty to you. Any claims you might have may only be made against Linh.

  4. With the exception of clause 11.2, we are under no circumstances liable to you for: (i) any kind of exemplary, incidental, special, indirect, or consequential damages (including, but not limited to, loss of revenue, income or profits, loss of data or software, or business interruption); (ii) any damages resulting from your errors (such as forgotten passwords or mistyped addresses); (iii) any damages caused by our mistakes (such as improperly designed transactions or wrongly programmed NFTs) are our responsibility.); (iv) any damages caused by mining assaults, cyberattacks, security flaws, blockchain malfunctions or other technical problems, or telecommunications outages are not covered; (v) any losses brought on by unfavorable regulatory decisions or actions (including those relating to NFTs or cryptocurrencies) or taxation of NFTs or cryptocurrencies; (vi) any losses resulting from your inability to use the Service, access your NFT, or display your Digital Artwork, or from your inability to transmit your NFT; (vii) all losses brought on by any third-party service providers, including those who might mint the NFTs and/or store the NFTs or Digital Artworks even if Linh hired those third-party service providers; (viii) any losses brought on by the leaking of any personal information; (ix) any damages resulting from any unauthorized third-party activities, including without limitation the use of phishing, Sybil attacks, 51% attacks, brute forcing, modifications to the blockchain's protocol rules (also known as "forks"), or other attack methods that negatively impact any NFT or digital artwork in any way; each instance of (i) – (ix) regardless of the form of action, whether based in contract, tort, or any other legal or equitable theory, arising out of or in any way connected to the sale or use of the NFTs, the Digital Artworks, the Artworks, or otherwise related to these Collector Terms. (even if the party has been warned about the likelihood of such damages and even if such damages were anticipated).

  5. In connection with this Collector Terms, the Service, the NFTs, or the Digital Artworks, we make no representations or warranties and accept no liability of any kind, express or implied, including without limitation, any implied warranties or conditions of merchantability, fitness for a particular purpose, title, or non-infringement, functionality, or technical quality or performance of any NFT, the Service, smart code, condition of the NFTs, or Digital Artworks.

  6. Some countries' laws prohibit some or all of the aforementioned disclaimers, limits, and exclusions. This is particularly true for consumers. If these laws apply to you, some or all of the disclaimers, limitations, and exclusions listed above may not apply, and you may have additional rights.

  7. We are not liable to you or any other party for any faults or differences in the quality or resolution of the NFTs, Digital Artwork, or any other content provided via the Service.

12

Limitation

In accordance with all applicable export control and sanctions laws and regulations of the United States and any other relevant governmental body, including without limitation the U.S. Export Administration Regulations and U.S. sanctions regulations ("Export Control and Sanctions Laws"), including without limitation the prohibition against transactions with, among other countries: (i) a citizen or resident of any nation that is subject to United States sanctions or other limitations (currently, Cuba, Iran, Syria, North Korea and the region Crimea), or (ii) anyone listed on the Specially Designated Nationals or other sanctions lists maintained by the U.S. Treasury Department. If purchasing an NFT from us would violate the laws governing export controls and sanctions, you won't be allowed to do so.

13

Personal Information

We will use your personal information exclusively as specified in our Privacy Policy.

14

Dispute Resolution

  1. YOU CONSENT TO WAIVE YOUR RIGHT TO LITIGATE CLAIMS IN COURT. OTHER RIGHTS YOU WOULD HAVE IN COURT MAY ALSO BE DENIED OR LIMITED IN ARBITRATION.

  2. YOU EXPRESSLY WAIVE YOUR RIGHT TO A JURY TRIAL BY THIS DOCUMENT.

  3. YOU HEREBY EXPRESSLY WAIVE YOUR RIGHT TO PARTICIPATE AS A CLASS MEMBER IN ANY LAWSUIT, INCLUDING, BUT NOT LIMITED TO, CLASS ACTION LAWSUITS INVOLVING SUCH A DISPUTE.

  4. Any dispute arising out of or in connection with this contract, including any question regarding its existence, validity, or termination, shall be addressed to and eventually resolved by arbitration in accordance with the San Francisco County Superior Court Rules, which are included by reference into this clause 14. One arbitrator shall be appointed. The seat or legal location of arbitration shall be San Francisco, California, United States. English shall be the language utilized in the arbitral proceedings. Contract law shall be governed by the substantive law of the State of California, United States.

15

Final Disclosures

  1. We may make reasonable modifications to these Collector Terms at any time for operational, legal, or regulatory reasons. When we make major changes to the Collector Terms, we will notify you as appropriate under the circumstances, such as by displaying a conspicuous notice, requesting your consent inside the Service, or writing you an email.

  2. We may assign any of our rights and responsibilities under these Collector Terms to a third party. You must convey your rights and duties under these Collector Terms to the new owner of any NFT you sell or otherwise transfer to a third party.

  3. Except as clearly specified in section 15.2, you may only transfer your rights and duties under these Collector Terms with our written consent.

  4. Each provision of these Collector Terms functions independently. If any portion of these Collector Terms is deemed invalid or unenforceable by a court, regulator, or arbitrator, the other parts shall remain in effect.

  5. If you violate these Collector Terms and we do not take action against you, we retain the right to exercise our rights and remedies in any other case where you violate these Collector Terms. The rights and remedies given in these Collector Terms are cumulative and are not exclusive of any legal rights or remedies.

  6. Except as expressly stipulated in article 15.7, this Collector Terms is solely between you and us, and no third party shall have the authority to enforce its terms.

  7. This Collector Terms is also for the benefit of the owners of Linh Vu NFTs from time to time, and each of them shall be able to enforce our commitments to the fullest extent authorized by law as if they were a party to this Collector Terms.

  8. Your and our rights to cancel, withdraw, or agree to any amendment, waiver, or settlement under these Collector Terms are not contingent on the approval of any other party.

  9. These Collector Terms reflect the whole of our agreement regarding your purchase. You acknowledge that you have not relied on any statement, promise, representation, assurance, or warranty made or given by or on our behalf that is not contained within these Collector Terms, and that you shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in this agreement.

  10. The laws of the State of California, United States govern these Collector Terms, its subject matter and formation (as well as any non-contractual disputes or claims).

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