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I’LL DO IT LATER
CONDITIONS OF SALE FOR CHRISTIE’S INC
NON-FUNGIBLE TOKEN SALES

We, Christie’s Inc. of 20 Rockefeller Plaza, New York, NY 10020, USA (“Christie’s”, “we”, “us”, or “our”), provide you (“you”, “your”) with the opportunity to BID ON and PURCHASE non-fungible tokens (each non-fungible token, a “lot”, and collectively, the “property”) offered for sale by us through the Platform (as defined below). By agreeing to these terms, a binding agreement between you and us is created that incorporates the TERMS AND CONDITIONS set forth HEREIN (“CONDITIONS of sale”), and governs your participation in any auction (AS DEFINED BELOW), PURCHASE of THE property AND your use of the Platform. This Agreement is in addition to any other terms we require, including our Privacy Policy and Website Terms of Use. Each of you and Christie’s is a “party” and together, the “parties”.

PLEASE READ THESE CONDITIONS OF SALE AND THE SALE PARTICULARS (AS DEFINED BELOW) CAREFULLY BEFORE PLACING ANY BID ON A LOT.

THESE CONDITIONS OF SALE AND THE SALE PARTICULARS, ALONG WITH THE IMPORTANT NOTICES, SET OUT THE TERMS AND CONDITIONS ON WHICH WE OFFER THE LOTS LISTED ON THE PLATFORM. THESE CONDITIONS OF SALE ALSO DESCRIBE CERTAIN LIMITATIONS AND EXCLUSIONS OF LIABILITY FOR CHRISTIE’S. UNLESS WE OWN A LOT, CHRISTIE’S ACTS AS AGENT FOR THE SELLER (AS DEFINED BELOW).

PLEASE ENSURE THAT YOU HAVE UNDERSTOOD ALL CHARGES, FEES AND TAXES THAT MAY BE APPLIED TO YOUR BID PRICE BEFORE YOU PLACE YOUR BID. THESE WILL DEPEND UPON YOUR PLACE OF RESIDENCE AS DETERMINED WHEN YOU REGISTER TO BID.

Glossary

Words and expressions which are in bold in these Conditions of Sale have the meaning set out in this glossary.

artist: the individual or entity that created the digital asset.

auction:
the listing, auction and sale of the property through the Platform pursuant to this Agreement

auction page
: the listing page for the auction of each lot.

authentic:
with respect to a digital asset, that the digital asset was directly created by the purported artist of the digital asset, and is not a copy of another file or digital asset by another third party.

authenticity warranty:
the guarantee we give in these Conditions of Sale that a lot is authentic.
Authorized User: an individual authorized to execute transactions on behalf of an entity which has a registered transactional account.

bidder:
any individual or entity registered to bid for the property through the Platform

buyer:
the bidder that provided the highest bid for the property at the conclusion of the auction

blockchain:
a distributed digital ledger of transactions maintained by a distributed peer-to-peer computer network that cryptographically validates transactions and records such transactions on the ledger.

commission
– a percentage of the hammer price that is allocated and distributed to Christie’s, which is determined in Christie’s sole discretion.

Christie’s:
means Christie’s Inc., which is offering to sell a lot either as agent for the seller or as the owner of the lot

Christie’s Group:
Christie’s International Plc, its subsidiaries and other companies within its corporate group.

Conditions of Sale:
the Conditions of Sale set out above; Important Information set forth in Paragrah K; the explanation of symbols used in the Sale Particulars; and the explanation of the application of VAT or other similar applicable sales taxes.

digital asset:
the digital work which the NFT identifies, and with which the NFT is associated.

digital wallet:
a custodial or hosted software-based device, program, service, or hardware, that allows the owner to receive, store and transfer digital assets, including, but not limited to, cryptocurrencies and NFTs, on a blockchain.

digital wallet address
: a unique alphanumeric string of characters that is associated with and represents the on-chain address for a digital wallet.

estimate:
the price range included in the Sale Particulars within which we believe a lot may sell; low estimate means the lower figure in the range and high estimate means the higher figure; and the mid-estimate is the midpoint between the two.

hammer price:
the amount of the highest bid accepted for the sale of the lot

lot:
an item to be offered for sale at an auction through the Platform.

lot description:
the description of a lot in the Sale Particulars for the sale, as amended by any notice given to you during the auction.

mint
: to generate an NFT for a digital asset on a blockchain.

NFT
(or non-fungible token): a unique digital certificate that identifies (including through a pointer to, or hash of, the digital asset(s)) and is associated with one or more digital assets, which is held and transferred on a blockchain.   

NFT metadata:
information included within the NFT that includes at least: the name of the digital asset; a description of the digital asset; and the location of where the digital asset is stored or a hash of the digital asset itself (such as a content identifier).

ongoing NFT payments:
any payments made in connection with the sale and any future payments, in each case that may be configured or programmed into the NFT smart contract, including any payments that are triggered when the NFT is transferred from one digital wallet address to another digital wallet address. 

other damages:
any special, consequential, incidental or indirect damages of any kind or any damages which fall within the meaning of ‘special’, ‘incidental’ or ‘consequential’ under local law

owner:
with respect to an NFT, the individual or entity that has the private key to the digital wallet that controls the ability to store or transfer the NFT.

payment period:
has the meaning given to it Paragraph G1(a).

Platform
: the Christie’s online NFT auction platform hosted on htttps://nft.christies.com, provided by Christie’s to facilitate the display and auction of NFTs

physical component
: a physical element associated with a lot.

proceeds of sale:
in relation to a lot, the hammer price less the commission and any other amounts owed to us under the seller’s agreement (if any).

provenance:
the ownership history of a lot.

purchase price:
has the meaning given to it in Paragraph G1(b).

reserve:
the confidential amount below which we will not sell a lot.

Sale Particulars:
the lot information (the online description of the lot or lots offered for sale together with other information on the sale website relating to a lot and the conduct of the sale); lot notes; payment information; any on- screen notices displayed as part of a sale; the FAQs and any Special Conditions of Sale which apply to any lot or group of lots offered for sale at the same time.

seller:
the owner of a lot; this may be either Christie’s or another owner for whom Christie’s acts as agent.

smart contract
: The computer code that is executed on a blockchain, including code that can govern the minting and execution of an NFT.

Special Conditions of Sale:
any additional conditions which apply to a sale and which are set out in the Sale Particulars.

warranty:
a statement or representation in which the person making it guarantees that the facts set out in it are correct.

Terms & Conditions
(A) The Seller
  1. The party who is the seller for the purposes of an auction will depend on who owns the lot at the time the sale is completed.  If the lot is owned by Christie’s, we will be the seller (identified with the ∆ symbol).  If the lot is owned by a third party, the third-party owner of the lot will be the seller, whose identity may not be disclosed.
  2. Where a third party is the seller, Christie’s will be selling that lot as the agent of the seller. This means that Christie’s is providing services to the third-party seller to help the seller sell the seller’s lot and that Christie’s is concluding the contract for the sale of the lot on behalf of that third-party seller.
  3. When Christie’s is the agent of the third-party seller, the contract of sale which is created by any successful bid for a lot, will be directly between you and the third-party seller, and not between you and Christie’s. However, even when the sale is by Christie’s on behalf of the third-party seller, Christie’s gives certain undertakings to you directly. These are further described below in these Conditions of Sale.
(B) Before the sale
(1) Description of lots
  1. Our description of an NFT lot may specify certain information that you would not find in an ordinary lot description, including: the smart contract address; the NFT Token ID, which is the blockchain on which the NFT is stored; the server or network on which the digital asset is stored; and the NFT metadata.  You should review and confirm this information.  We do not carry out any in-depth technical analysis of this information nor do we warrant its accuracy or completeness. 
  2. Given the nature of NFTs and the capability the blockchain provides to you to check the provenance and authenticity of an NFT, we do not provide our authenticity warranty in relation to NFT lots. However, as a service to you as the potential buyer of an NFT, we will use reasonable efforts to ensure that our description of the NFT lot will alert you, if the terms of the smart contract specify, that (i) ongoing NFT payments are payable in respect of the NFT, subject to Paragraph E2; (ii) restrictions on the ability to resell the NFT apply; and/or (iii) the NFT may expire (e.g., access to a benefit or digital asset is limited in time or the NFT may be burned at some future date), in each case to allow you as the potential buyer to carry out further due diligence into each of these matters to work out how they may impact the price you are willing to pay for the NFT lot
  3. Recognizing that an NFT Lot is the sale of the NFT and not the sale of the digital asset to which it is associated, our description of the digital asset, and any other statement made by us (whether orally or in writing) about the digital asset, including about its nature, artist, provenance, technical details, security or integrity, are our opinion and not to be relied on as a statement of fact. We do not carry out any in-depth technical or legal analysis of any digital asset nor do we warrant its accuracy or completeness. In particular, you will need to review the smart contract to find out what, if any, rights to the digital asset you obtain by virtue of buying the NFT so that you can then factor those rights (if any) into the price you are willing to pay for the NFT lot.
  4. Certain words used in the Sale Particulars to describe a lot have special meanings. You can find details of these in the “Important Notices” which forms part of these Conditions of Sale in Paragraph K. You can find a key to symbols used in the Sale Particulars under the headings “VAT Symbols, Explanations and Refunds” in Paragraph I and “Symbols” in Paragraph J.
(2) Our responsibility for our description of lots

We do not provide any guarantee in relation to the nature of an NFT lot, and the fact that a lot may be stored on a blockchain should also not be interpreted as, or deemed to be, any guarantee.

(3) Estimates

Estimates are based on the rarity, quality and provenance of the lot, on prices recently paid at auction for similar property, ongoing NFT payments to any party including the seller, any restrictions on the resale of the NFT and any potential expiry of the NFT. Estimates can change. Neither you, nor anyone else, may rely on any estimate as a prediction or guarantee of the actual selling price of a lot or its value for any other purposes. Estimates do not include any applicable taxes or charges or artist’s resale royalty.

(4) Understanding What You Are Buying
  1. NFTs are a new form of asset arising out of the creation of the blockchain. While they are capable of being bought and sold like other assets, they are very different from traditional items (such as original paintings) offered for sale at auction.
  2. In particular, purchasing an NFT at auction does not mean that you are buying the digital asset (for example, the digital artwork) associated with the NFT. While each NFT is associated with a digital asset, they are separate and distinct, and you should check before bidding on an NFT what rights (if any) you are granted to use the digital asset by virtue of buying the NFT
  3. Before you register to bid for an NFT at one of our auctions, you should make sure that you are familiar with NFTs and how they work and that you fully understand these additional conditions of sale relating to NFTs and in particular what they mean for you in terms of bidding for/buying an NFT and your responsibilities in relation to any purchase of an NFT.
  4. In particular, before bidding on an NFT you should carry out a thorough review of the NFT and its related smart contract, including the rights (if any) in the digital asset granted to the buyer of the NFT, so that you fully understand what you are buying if you are the successful bidder
  5. If you feel you do not know enough about NFTs, smart contracts and the blockchain to be able to make an informed decision about whether to buy an NFT at auction or if you are uncomfortable with any of the risks associated with buying this new form of asset, then we recommend that you do not register to bid, or bid, for an NFT at our auctions.
(c) Registering to bid
(1) Registration
  1. If you have not previously bid or consigned through the Platform you will need to create an account through the Platform and provide any required information and/or complete any necessary forms. In order to register and bid on the Platform you must be at least 18 years old. If you have an existing Platform account, you can sign into the auction with your existing username and password and then subsequently register for the auction (if you have multiple accounts, you will need to select the account under which you wish to transact).
  2. You will need to give us enough time to process and approve your registration. We may, at our option, decline to permit you to register as a bidder.
  3. Lots will be delivered only to the digital wallet address that you provide when registering to bid in an auction.
(2) Digital Wallets 
  1. During the registration process, for purposes of paying the purchase price in the event you are a successful bidder, you must register a digital wallet.  Christie’s reserves the right to refuse to register you to bid or permit your participation in the sale. 
  2. We may, in our sole discretion, refuse to register you to bid or permit your participation in the auction. Further, if you make a successful bid, Christie’s reserves the right, in our sole discretion, to cancel the contract for sale between you and the seller.
  3. You must be the owner of the digital wallet, or, if you registered a bid as a company, then the company must be the owner. 
  4. You agree, upon our request, to provide documentation confirming that the cryptocurrency payment was made from a digital wallet owned by you.
  5. For the avoidance of doubt, “Ownership” of a digital wallet means either you hold or have held on your behalf, or the company on whose behalf you are bidding holds, or has held on its behalf, the private keys associated with that digital wallet or that the provider of the digital wallet recognizes you, or the company on whose behalf you are bidding, as owning the cryptocurrency associated with that digital wallet.
  6. Partial payments of a single lot from multiple digital wallets will not be allowed. If you purchase multiple lots, you may purchase one lot with payment from one digital wallet and another lot with payment from a different digital wallet, but this must be accomplished through two separate transactions paying the purchase price in full.
(3) Failure to provide the right documents

If in our opinion you do not satisfy our bidder identification and registration procedures, including, but not limited to, completing any anti-money laundering and/or anti-terrorism financing checks we may require to our satisfaction, we may refuse to register you to bid or permit your participation in the auction and if you make a successful bid, we may cancel the contract for sale between you and the seller.

(4) Registering as an Individual/on behalf of a Company
  1. When registering to bid either as an individual, or on behalf of an entity or other individual, you accept that in making a bid, you are accepting personal liability to pay the purchase price, unless it has been explicitly agreed in writing with Christie’s before the commencement of the sale that the bidder is acting as agent on behalf of an identified third party acceptable to Christie’s and Christie’s will only look to the principal for payment. In order to register to bid, you are required to supply the information requested, including a digital wallet address owned by you or other accepted payment information.
  2. If you are bidding on behalf of an entity as an Authorized User against an entity’s transactional account with Christie’s, you must select the appropriate account at the time of sale registration. If you do not already have a Platform account, you will first need to create one; similarly if the entity does not have a Christie’s transactional account it will need to create one. In either situation, Christie’s may require your entity to provide certain documents or meet certain qualifications as set forth below.  Please contact Christie’s Client Services to set up your Platform account or entity transactional account.
  3. Christie’s will require you, or, if you are registering to bid on behalf of a company in accordance with Paragraph C4(b), your company, to provide the following types of information and/or documentation: Confirmation of registration (including, but not limited to, a Certificate of Incorporation or Certificate of Formation or Certificate of Good Standing); Confirmation of beneficial ownership (e.g., schedule of shareholders, articles of organization or operating agreement); Confirmation of registered address (e.g., utility bill, bank statement or recent postal envelope, if the registered address is not listed on company documents); and valid, government-issued photo ID for account owner (driver’s license, passport or national identity card).
(5) Sanctions, Anti-Money Laundering (AML) and Counter-Terrorist Financing (CTF) Measures
  1. Christie’s is committed to the fight against money laundering and terrorist financing and compliance with relevant sanctions laws. To this end, you undertake to comply with our request(s) for Know-Your-Client (KYC), source of funds, and other information and documentation fully, accurately, and promptly. We may require such information and/or documentation from you at our sole discretion in order for us to comply with our Sanctions, AML and CTF policies and our obligations under domestic and international law. 
  2. If, in our absolute discretion, you do not satisfy our bidder identification and registration procedures, inclusive of, but not limited to (i) you being obstructive or misleading in response to our requests for KYC, source of funds or other information and/or documentation, (ii) your failing to provide KYC, source of funds or other documentation requested by Christie’s at all or to the standard we require, to be determined at our sole discretion, and/or (iii) passing any sanctions and/or AML and/or CTF checks to our satisfaction, we may refuse to register you to bid, and if you make a successful bid, we may cancel the contract for sale between you and the seller.
  3. In addition to your warranties under Paragraph F2 of these Conditions of Sale, you warrant that in connection with making the payment in cryptocurrency to Christie’s from a digital wallet, the source of funds for the digital wallet is not attributable, either directly or indirectly, to:

    (i) a citizen or resident of, or located in, Iran, North Korea, Syria, Cuba or the Crimea region of Russia or any other geographic area that is the target of comprehensive sanctions or embargoes imposed by the European Union, the United Kingdom, the United Nations or the United States; and/or

    (ii) an individual, or an individual employed by or associated with an entity, identified on the US Department of Commerce’s Denied Persons or Entity List, the US Department of Treasury’s Specially Designated Nationals or Blocked Persons Lists, or the US Department of State’s Debarred Parties List, or similar lists promulgated by the government of the European Union, the United Kingdom, or the United Nations, and you accept that we, in our absolute discretion, can make such inquiry as we require to satisfy ourselves of the source of funds related to the transaction. 
(D) During the sale
(1) Connectivity and Technical Issues
  1. Broadband or other internet capacity constraints, corporate firewalls and other technical problems beyond our reasonable control may create difficulties for some users including (but not limited to) accessing sales and maintaining continuity of such access.
  2. Christie’s will not be responsible to you for errors or failures to execute bids placed on the internet or on your mobile device, including, without limitation, errors or failures caused by: (i) any loss of connection on the Platform or your end to the auction; (ii) a breakdown or problems with the online bidding software; and/or (iii) a breakdown or problems with any internet connection, computer, mobile device or system. Execution of online and mobile internet bids is a free service and Christie’s does not accept liability for your or our failing to access the Platform or to execute an online or mobile internet bid or for errors or omissions in connection with this activity. In addition, we will not be responsible for any errors that may occur in the quality of digital images.
(2) Christie’s discretion in relation to bidding / purchasing
  1. Christie’s reserves the right, in our absolute discretion: (i) to reject your registration to bid; (ii) to reject, revoke or refuse to accept any bid; (iii) to withdraw or divide any lot or combine any two or more lots; (iv) whether during or after the auction, to restart or continue the bidding even if the bidding has finished;; or (v) in the case of error or dispute and whether during or after the auction, to continue the bidding, determine the successful bidder, cancel the sale of the lot, or re-offer and re-sell any lot. If any dispute relating to bidding arises during or after the sale, Christie’s decision in exercise of this option is final.
  2. Christie’s reserves the right to disable or deactivate your Platform account at any time during the auction.
(3) Online Bidding Process - Bidding increments
  1. Bids may only be submitted when the auction for that lot is live on the Platform.
  2. As soon as you place and confirm your bid amount, the bid is submitted. You acknowledge that upon submitting your bid amount, you are transferring the amount of your bid in cryptocurrency from your digital wallet to a smart contract, that amount will be wrapped in a smart contract and locked through the Platform, and you accept and agree that bids submitted in this way are final and that you may not, under any circumstances, amend, retract or revoke your bid. We are not responsible for any errors you make in bidding. Once you have made a bid, the next bidding increment is shown for your convenience on your “Next Bid” button.  In the event that you are outbid, the cryptocurrency bid amount is released from the smart contract and returned to your digital wallet.
  3. Bidding generally opens at or below the low estimate and increases in steps (bidding increments) to be determined in Christie’s sole discretion.  Bidding opens at a specified bid amount and advances in increments of up to 10%. 
  4. Currency Calculator: All bids are provided in cryptocurrency. Christie’s may show bids in fiat currencies as well as cryptocurrency, as specified in the Sale Particulars on the auction page. Any conversion is for guidance only and we cannot be bound by any rate of exchange shown by the currency calculator. Christie’s is not responsible for any error (human or otherwise), omission or breakdown in providing these services.
(4) Reserves
  1. All lots are subject to a reserve. The reserve cannot be more than the lot’s low estimate. The reserve amount will be the starting bid price on the auction page for that lot.
  2. Christie’s reserves the right, in our absolute discretion, to lower the reserve of any lot in an auction up to 24 hours prior to the end of the sale where no bids have been placed on the lot.
(5) The record of the sale

The record of sale (Christie’s records which relate to the sale) will be taken as absolute and final in all disputes. In the event of a discrepancy between any online records or messages provided to you and the record of sale, the record of sale will govern.

(6) Withdrawal of lots

Christie’s reserves the right, at our complete discretion, to withdraw any lot from the auction, whether prior to or during the auction, and shall have no liability whatsoever with regard to such withdrawal. Upon any withdrawal during the auction, any bid amount locked in the Platform will be released to you.

(7) Employee bidding

Employees of Christie’s may be bidding in any auction, however they will have no advantage over other bidders.

(8) Closing of a lot
  1. A countdown clock is displayed for each lot on the auction page. Where there is bidding activity on a particular lot within 10 minutes prior to the lot’s allocated closing time, there will be a bidding extension so that there will always be a 10-minute period between the last bid and closing time of that lot. These extensions will continue indefinitely until there is no more bidding activity on the lot for a period of 10 minutes.
  2. The extension of one lot’s closing time does not affect other lots’ closing times therefore it is possible that lots will close out of numerical lot order.
(9) Successful Bids - Auctions

The highest bid will be the successful bidder when the lot closes, unless Christie’s decides to use its discretion as set out in Paragraphs D2 and D5 above. This means a contract for sale has been formed between the seller and the successful bidder. Winning bidders will receive an email notification of any successful bid. Bidders are also requested to log in as soon as possible after the sale to obtain details of the outcome of their successful bid by checking the Platform. We do not accept responsibility for notifying you of the result of your bids unless you are successful and you should check as soon as possible after the auction to get details of the outcome of your bid.

(E) CHARGES TO YOU - TAXES AND ONGOING NFT PAYMENT’S
(1) Taxes
  1. You are responsible for all applicable tax including any VAT, sales or compensating use tax or equivalent tax wherever such taxes may arise on the hammer price. VAT charges and refunds depend on your particular circumstances. It is your responsibility to ascertain and pay all taxes due. VAT is payable on the hammer price. Further information can be found in the “VAT Symbols, Explanations and Refunds” section at Paragraph I.
  2. The successful bidder is responsible for any applicable taxes including any sales or use tax or equivalent tax wherever such taxes may arise on the hammer price and/or any other charges related to the lot. You will also be responsible for any income or other tax arising from your disposition of any cryptocurrency.
  3. For the sale of each lot, Christie’s will determine whether any applicable tax due on the hammer price may be required to be collected from the successful bidder in accordance with applicable law, including, without limitation any sales or compensating use tax or their equivalent (such amount, “taxes payable”).  Depending upon applicable law, an NFT will generally be deemed to be delivered to the successful bidder at the location of the bidder’s tax domicile or, to the extent it can be determined, the location of the digital asset, unless otherwise agreed by Christie’s, with the resulting taxes payable (if any) determined by the applicable tax rates and rules in that jurisdiction. In accordance with New York law, if the lot is being delivered out of New York State, New York sales tax does not apply, although sales tax or other applicable taxes for other states may apply. 
  4. Successful bidders claiming an exemption from sales tax must provide appropriate documentation to Christie’s prior to payment of the taxes. For deliveries of NFTs to those US states for which Christie’s is not required to collect sales tax, a successful bidder may have a use or similar tax obligation. Christie’s recommends you consult your own independent tax advisor with any questions.
(2) Ongoing NFT Payments

While we look to alert you (where applicable) to the fact that ongoing NFT payments are payable in relation to an NFT lot, you alone are responsible for determining the extent of any ongoing NFT payments, including any automated fees, commissions or royalties, in the NFT smart contract, which may be due by you to the seller or other third party upon a subsequent transfer of the lot by you to a third party, and by purchasers of the NFT going forward.  Christie’s is not responsible to you for any reason in connection with any ongoing NFT payments, including for making any disclosures to you in connection therewith other than alerting you to the fact that such payments are payable.  Ongoing NFT payments that are triggered by the sale itself are deducted from the proceeds of sale.

(3) Physical Components

Certain lots may include and be accompanied by a physical componentPhysical components are sold “as is” in the condition that they are in at the time of the sale, without any representation or warranty or assumption of liability of any kind as to the condition by Christie’s or by the seller. Unless otherwise stated, you shall be responsible for any and all shipping charges and related costs associated with shipping, which, for the avoidance of doubt will include international shipping charges from where the lot is located to your designated delivery address. The shipping charges will not include any applicable local taxes and handling fees, any customs duty, import tax and any local clearance fees applicable for your country.  It is your responsibility to ascertain and pay any applicable international duties, custom charges, taxes, charges and tariffs owed to the appropriate government entity or that otherwise need to be paid prior to delivery of the physical component

(F) WARRANTIES
(1) Seller’s Warranties
  1. For each lot, the seller gives a warranty that:

    (i) the seller is the owner of the lot or a joint owner of the lot acting with the permission of the other co-owners or, if the seller is not the owner or joint-owner of the lot, has the permission of the owner to sell the lot, or the right to do so in law;

    (ii) the seller has the right to transfer ownership of the lot to the buyer without any restrictions or claims by anyone else, subject to the following: (A) any ongoing NFT payments that are payable in respect of the NFT; (B) any restrictions on the resale of the NFT; and (C) any potential expiration of the NFT, in each case as set out in the smart contract; and

    (iii) to the extent the seller has granted any rights to the digital asset in the smart contract, the seller has the right to do so.
  2. If any of the above warranties are incorrect, the seller shall not have to pay more that the purchase price (as described in Paragraph G1(b) below) paid by you to us. The seller will not be responsible to you for any reason for loss of profits or business, expected savings, loss of opportunity or interest, costs, other damages or expenses.  The seller gives no warranty in relation to any lot other than as set out above and, as far as the seller is allowed by law, all warranties from the seller to you, and all other obligations upon the seller which may be added to these Conditions of Sale by law, are excluded.
(2) Your Warranties
  1. You warrant that the funds used for settlement are not connected with any criminal activity, including tax evasion, and you are neither under investigation, nor have you been charged with or convicted of money laundering, terrorist activities or other crimes.
  2. Where you are bidding on behalf of another person, you warrant that:

    (i) you have conducted appropriate customer due diligence on the ultimate buyer(s) of the lot(s) in accordance with all applicable anti-money laundering and sanctions laws, consent to us relying on this due diligence, and you will retain for a period of not less than five years the documentation evidencing the due diligence. You will make such documentation promptly available for immediate inspection by an independent third- party auditor upon our written request to do so;

    (ii) the arrangements between you and the ultimate buyer(s) in relation to the lot or otherwise do not, in whole or in part, facilitate tax crimes; and

    (iii) you do not know, and have no reason to suspect, that the funds used for settlement are connected with, the proceeds of any criminal activity, including tax evasion, or that the ultimate buyer(s) are under investigation, or have been charged with or convicted of money laundering, terrorist activities or other crimes.
(3) Disclaimer of Additional Warranties
  1. To the fullest extent permissible under applicable law, Christie’s and the seller disclaim and exclude any and all other warranties of any kind relating to the lots and the auction, whether express or implied by statute or common law or otherwise. This disclaimer and exclusion does not affect your rights under the warranties in Paragraph F1.
  2. We are not responsible to you for any reason (whether for breaking these Conditions of Sale or any other matter relating to your purchase of, or bid for, any lot) other than in the event of fraud or fraudulent misrepresentation by us or other than as expressly set out in these Conditions of Sale.
  3. We are not responsible to you for any reason to give any representation, warranty or guarantee or assume any liability of any kind in respect of any lot with regard to merchantability, fitness for a particular purpose, description, size, quality, condition, attribution, authenticity, rarity, importance, medium, provenance, exhibition history, literature, or historical relevance.  Except as required by local law, any warranty of any kind is excluded by this Paragraph.
  4. We have no responsibility to any person other than a buyer in connection with the purchase of any lot.
  5. If, in spite of the terms in Paragraph F3(a)-(d), we are found to be liable to you for any reason, we shall not have to pay more than the purchase price paid by you to us. We will not be responsible to you for any reason for any other damages or expenses.
(4) Additional Buyer’s Acknowledgements and Representations for NFT Lots
  1. You acknowledge that your purchase of the lot means you have full ownership rights in the NFT itself, including the right to store, sell and transfer your NFT, subject to (i) any ongoing NFT payments that are payable in respect of the NFT; (ii) any restrictions on the resale of the NFT; and (iii) any potential expiration of the NFT, in each case as set out in the smart contract. Your purchase of the lot does not provide any rights, express or implied, in (including, without limitation, any copyrights or other intellectual property rights in and to) the digital asset underlying the NFT other than those rights (if any) expressly set out in the smart contract or otherwise set forth in any terms and conditions that accompany the NFT that are provided by the artist or entity that minted the NFT. For the avoidance of doubt, you do not have the right to distribute or otherwise commercialize the digital asset without the prior authorization of the seller (which, if given, will be found in the smart contract) or the party(ies) that holds such rights.  Your rights and interest in the digital asset (if any) and the NFT provided by these Conditions of Sale will immediately terminate upon any subsequent sale, transfer, dispossession, burning or other relinquishment of the NFT, subject to any accompanying terms and conditions. 
  2. You understand and accept that NFTs are minted by third parties unaffiliated with Christie’s, and not by Christie’s itself.  
  3. You acknowledge and agree that there are risks associated with purchasing, holding, and using NFTs. By purchasing, holding and using an NFT, you expressly acknowledge and assume all risks including, but not limited to: seller or buyer user error such as forgotten passwords, mistyped addresses, incorrectly constructed transactions, incorrectly programmed NFTs, mining attacks, cybersecurity attacks; weaknesses in our security, blockchain malfunctions or other technical errors, telecommunications failure, malicious software, unfavorable regulatory determinations or actions in one or more jurisdictions (including with respect to NFTs or cryptocurrencies), taxation of NFTs or cryptocurrencies, personal information disclosure, uninsured losses, unanticipated risks, volatility risks, server failure or data loss, corrupted or otherwise inaccessible digital wallets, unauthorized access to applications, inability to access or transfer the NFT, inability to access or display the digital asset, risks arising from third-party providers, including third-party providers that may mint the NFT and/or store the digital asset, including, without limitation such providers ceasing trade or terminating storage or any other services and any unauthorized third-party activities, including, without limitation, the introduction or use of viruses or other malicious code, the use of phishing, sybil attacks, 51% attacks, brute forcing, changes to the protocol rules of the blockchain (i.e., “forks”), or other means of attack that affect, in any way, the NFT or digital asset. If you have any questions regarding these risks seek your own legal advice.  
  4. You acknowledge that you have a sufficient understanding of the functionality, usage, storage, transmission mechanisms and other material characteristics of blockchain technology, NFTs, digital assets, digital wallets, and cryptocurrencies to understand these Conditions of Sale and to appreciate the risks and implications of purchasing NFTs. You acknowledge that you have obtained sufficient information to make an informed decision to purchase an NFT, including reviewing the code of the smart contract, the NFT metadata, and the NFT, as well as the storage system used for the digital asset, and fully understand and accept the functions of the same. 
  5. You acknowledge that we do not guarantee that you will be able to receive, access or view the lot and/or digital asset.  We do not provide any application, or other service to enable you to view, receive, access or view the lot and/or digital asset, and that it is your responsibility to procure a digital wallet or other means to allow us or the seller to transfer the lot to you and for you to access or view the digital asset upon such transfer.
  6. You acknowledge and represent that there is substantial uncertainty as to the characterization of NFTs and other digital assets under applicable law. You acknowledge that your purchase of an NFT complies with applicable laws and regulation in your jurisdiction.
(G) PAYMENT
(1) Purchase Price and How to Pay
  1. Within ninety-six (96) hours of the closing of the auction pursuant to Paragraph D8, Christie’s will notify you of the taxes payable in the applicable cryptocurrency pursuant to Paragraph E1 (“tax notice”). You are required to submit the payment of taxes payable through the Platform within twenty-four (24) hours of receiving the tax notice (such period, the “payment period”).  
  2. The “purchase price is the total of the following amounts:

    (i) the hammer price; and

    (ii) Taxes payable
    due under Paragraph E1, including any applicable duties, goods, sales use, compensating or service tax or VAT.
  3. For the avoidance of doubt, all purchase price payments will be due and made in cryptocurrency. The cryptocurrency accepted shall be determined by Christie’s in its sole discretion. You understand that the price of cryptocurrencies can be volatile and subject to upward and downward movements. 
  4. Please contact Christie’s Client Services for any questions relating to payments.
(2) Transferring Ownership to You
  1. You will not own the lot and ownership of the lot will not pass to you until: (i) we have confirmed that you have met all bidder identification and registration procedures; (ii) we have received full, clear and undisputed payment of all amounts due; and (iii) you have received the lot in the digital wallet that you have specified.
  2. If you have purchased a lot, then the NFT will be transferred to you after you have met the conditions in Paragraphs G2(a)(i) and (ii). The NFT will be transferred only to a digital wallet owned by you and that supports the NFT and you understand and accept that failure to ensure this may result in an inability to receive, transfer or access your NFT.  If you bid on behalf of a company, then the digital wallet used to accept the NFT must be owned by the company.  You agree that we may provide your digital wallet information to our service provider in order to execute the transfer.
  3. If you have purchased a lot, you represent that the digital wallet to which Christie’s will transfer the NFT is not owned by or associated with (i) a citizen or resident of, or located in, a geographic area that is the target of sanctions or embargoes imposed by the European Union, the United Kingdom, the United Nations or the United States or (ii) an individual, or an individual employed by or associated with an entity, identified on the US Department of Commerce’s Denied Persons or Entity List, the US Department of Treasury’s Specially Designated Nationals or Blocked Persons Lists, or the US Department of State’s Debarred Parties List, or similar lists promulgated by the government of the European Union, the United Kingdom, or the United Nations.
(3) Transferring risk to you
  1. The risk in and responsibility for the lot will transfer to you once the lot is received in the digital wallet that you have specified, which time may be determined at Christie’s discretion, including through observation of the transfer on the blockchain on which the NFT is stored.
  2. You are responsible for implementing reasonable measures for securing the digital wallet or other storage mechanism you use to receive and hold the NFT, including any requisite private key(s) or other credentials necessary to access such storage mechanism(s), and further you specifically acknowledge that the risk of acquiring the NFT from the seller, transferring the NFT to others, and holding or using the NFT or your digital wallet rests entirely with you.  If your private key(s) or other access credentials are lost, you may lose access to your NFT.  We are not responsible for any such losses, including, but not limited to, losses arising from third-party service providers.  
  3. We are not responsible if the digital asset becomes inaccessible to you for any reason, or for any modifications or changes to the digital asset, including the digital asset being deleted.  You acknowledge that the artist or any third party could make additional copies of, and distribute, the digital asset, and could sell or otherwise assign the copyright or other intellectual property rights or economic rights in the digital asset
  4. We are not responsible for any uses you make of the NFT or for any future transfers you make of the NFT.  
(4) What happens if you fail to approve or do not pay
  1. If you fail to pay the taxes payable or otherwise fail to pay the purchase price in full from your digital wallet within the payment period (e.g., your digital wallet does not have sufficient funds to cover the taxes payable), we will be entitled to do one or more of the following (as well as enforcing our right under Paragraph G5 and any other rights or remedies we have by law):

    (i) We can charge you interest from the  expiration of the payment period at a rate of 5% a year above the UK Lloyds Bank base rate from time to time on the unpaid amount due;

    (ii) We can cancel the sale of the lot. If we do this, we may sell the lot again, publicly or privately on such terms we shall think necessary or appropriate, in which case you must pay us any shortfall between the purchase price and the proceeds from the resale. You must also pay all costs, expenses, losses, damages and legal fees we have to pay or may suffer and any shortfall on the resale;

    (iii) We can pay the seller an amount up to the net proceeds payable in respect of the amount bid by you in which case you acknowledge and understand that Christie’s will have all of the rights of the seller to pursue you for such amounts;

    (iv) We can hold you legally responsible for the purchase price and may begin legal proceedings to recover it together with any late-payment interest, legal fees and costs as far as we are allowed by law;

    (v) We can take what you owe us from any amounts which we or any company in the Christie’s Group may owe you (including any deposit or other part-payment which you have paid to us);

    (vi) We can at our sole option reveal your identity and contact details to the seller;

    (vii) We can reject at any future sale any bids made by or on behalf of you or to obtain a deposit from you before accepting your bids;

    (viii) We can exercise all the rights and remedies of a person holding security over any property in our possession owned by you, whether by way of pledge, security interest or in any other way as permitted by the law of the place where such property is located. You will be deemed to have granted such security to us and we may retain such property as collateral security for your obligations to us; and

    (ix) We can take any other action we deem necessary or appropriate.
  2. If you owe money to us or to another Christie’s Group company, as well as the rights set out above, we can use any amount you do pay, including any deposit or other partial-payment you have made to us, or which we owe to you, to pay off any amount you owe to us or another Christie’s Group company for any transaction.
(5) Keeping your Property

If you owe money to us or to another Christie’s Group company, as well as the rights set out in Paragraph G4 above, we can use or deal with any of your property we hold or which is held by another Christie’s Group company in any way we are allowed to by law. We will only release this property to you after you pay us or the relevant Christie’s Group company in full for what you owe. However, if we choose, we can also sell your property in any way we think appropriate. We will use the proceeds of the sale against any amounts you owe us and we will pay any amount left from that sale to you. If there is a shortfall, you must pay us any difference between the amount we have received from the sale and the amount you owe us.

(H) OTHER IMPORTANT TERMS
(1) Our Liability to you
  1. We give no warranty in relation to any statement made, or information given, by us or by our representatives or employees about any lot and as far as we are allowed by law, all warranties and other terms which may be added to these Conditions of Sale by law are excluded. The seller’s warranties in Paragraph F1 or in relation to any terms which are implied into contracts by law are the seller’s own and we do not have any liability to you in relation to those warranties.
  2. We:

    (i) are not responsible to you for any reason (whether for breaking these Conditions of Sale or any other matter relating to your purchase of, or bid for, any lot) other than in the event of fraud or fraudulent misrepresentation by us or other than as expressly set out in these Conditions of Sale; or

    (ii) do not give any representation, warranty or guarantee or assume any liability of any kind in respect of any lot with regard to merchantability, fitness for a particular purpose, description, size, quality, condition, attribution, authenticity, rarity, importance, medium, provenance, exhibition history, literature, or historical relevance. Except as required by local law, any warranty of any kind is excluded by this Paragraph.
  3. Please be aware that our currency converter are free services and we are not responsible to you for any error (human or otherwise), omission or breakdown in these services
  4. We have no responsibility to any person other than a buyer in connection with the purchase of any lot.
  5. If, in spite of the terms in Paragraphs H1(a) to (d) above, we are found to be liable to you for any reason, we shall not have to pay more than the purchase price paid by you to us. We will not be responsible to you for any reason for loss of profits or business, expected savings, loss of opportunity or interest, costs or for other damages.
(2) Events outside the control of Christie’s or the Seller

Neither we, you, nor the seller will be responsible for any failure to meet any obligation which we, you or the seller has under these Conditions of Sale or under the Sale Particulars which is caused by circumstances beyond our, your or the seller’s reasonable control. This includes, but is not limited to strikes, lock-outs, fire, flood, natural disasters, war, armed conflict, terrorist attack and nuclear and chemical contamination, or network or blockchain issues outside of Christie’s or its service provider’s control.

(3) Our ability to cancel

In addition to the other rights of cancellation contained in these Conditions of Sale, we can cancel a sale of a lot if (i) any of your warranties in Paragraph F2 are not correct; (ii) we reasonably believe that completing the transaction is or may be unlawful; or (iii) we reasonably believe that the sale places us or the seller under any liability to anyone else or may damage our reputation.

(4) Copyright

We own the copyright in all images, illustrations and written material produced by or for us relating to a lot (including the contents of our Sale Particulars). You cannot use them without our prior written permission. We do not offer any guarantee that you will gain any copyright or other reproduction rights to the lot.

(5) Enforcing these Conditions of Sale

If a court finds that any part of these Conditions of Sale is not valid, or is illegal or impossible to enforce, that part of these Conditions of Sale will be treated as being deleted, and the rest of these Conditions of Sale will not be affected.

(6) Transferring your Rights and Responsibilities

You may not grant a security over or transfer your rights or responsibilities under these Conditions of Sale on the contract of sale unless we have given our written permission. These Conditions of Sale will be binding on your successors, estate and anyone who takes over your rights and responsibilities.

(7) Translations

If we have provided a translation of these Conditions of Sale, we will use this original version in English in deciding any issues or disputes which arise under these Conditions of Sale.

(8) Personal information, Privacy and Data Protection

We will hold and process your personal information and may pass it to another Christie’s Group company for use as described in, and in line with our privacy notice: http://www.christies.com/about-us/contact/privacy/. In addition, if you are a resident of California you can see a copy of our California Consumer Privacy Act statement at https://www.christies.com/about-us/contact/ccpa.

(9) Waiver

No failure or delay to exercise any right or remedy provided under these Conditions of Sale shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.

(10) Law and Disputes

These Conditions of Sale and any claims arising in connection with these Conditions of Sale or any other rights you may have relating to the purchase of a lot shall be governed by and enforced pursuant to the laws of the State of New York, without regard to conflicts of law. The parties exclude the application of the United Nations Convention on Contracts for the International Sale of Goods. Any dispute, controversy or claim arising out of, relating to, or in connection with these Conditions of Sale, or the breach, termination, interpretation or validity thereof (“Dispute”), shall be submitted for mediation administered by the American Arbitration Association’s International Centre for Dispute Resolution, or its successor (“ICDR”), in accordance with its Mediation Rules.  If the Dispute, or any portion of the Dispute, is not settled within 60 days from the date when mediation is initiated, then, except in the circumstances specified below, the Dispute shall be submitted for binding arbitration administered by ICDR in accordance with its International Arbitration Rules.  The arbitration shall be conducted by one arbitrator, who shall be appointed within 30 days after the initiation of the arbitration. Pre-hearing information exchange shall be limited and the arbitrator shall order the reasonable production of documents only upon a showing that such documents are relevant and material to the outcome of the Dispute. The arbitrator may grant any remedy or relief available under applicable law, including, without limitation, injunctive relief. The arbitration, its existence, content or results shall be confidential and shall not be disclosed to non-parties to the arbitration, except to the extent necessary to confirm an arbitration award, enforce a judgment or where disclosure is required by law. The arbitration award shall be final and binding on all parties involved. Judgment upon the award may be entered by, and enforcement of the award (including interim awards for injunctive relief) may be sought in, any court having jurisdiction over the relevant party or its assets. The arbitration and any proceedings conducted hereunder shall be governed by applicable New York law, Title 9 (Arbitration) of the United States Code and by the United Nations Convention on the Recognition and Enforcement of Foreign Arbitral Awards of June 10, 1958 (the “Convention”). The place of any mediation or arbitration shall be New York, New York, and the language of any mediation or arbitration shall be English. Despite these provisions we may bring proceedings against you in any court having jurisdiction over the matter, instead of arbitration, in the event that either you fail to make any payment to us in full cleared funds when due, or you or assets belonging to you are located in a jurisdiction that is not a signatory to the Convention. If we bring court proceedings against you the Dispute shall be resolved in such proceedings, and neither of us shall have the right to arbitrate any portion of the Dispute. WE EACH WAIVE ANY RIGHT TO TRIAL BY JURY.

(I) VAT SYMBOLS, EXPLANATIONS AND REFUNDS
VAT payable varies by symbol described below – as indicated by the symbol associated with a lot

UK

VAT Symbol

Online auction

No symbol

This is a UK Margin Scheme supply tax in accordance with Art. 333 of 2006/112/EC.

Lot is subject to standard UK VAT rules and 20% VAT will be charged on the ‘hammer’ 

Ɵ

VAT Zero-rated items (UK only).

*

Lot imported under Temporary Admission. 5% UK import VAT will be chargedon the ‘hammer’  and invoiced on an inclusive basis under UK Margin Scheme rules.

Lot imported under Temporary Admission. Customs duty at the applicable rate will be charged on the ‘hammer’ and 20% UK import VAT will be charged on the duty inclusive ‘hammer’ price. 

Paris

VAT Symbol

Online auction

No symbol

This is a French Margin Scheme supply tax in accordance with Art. 333 of2006/112/EC. 

+

Lot is subject to standard French VAT rules and 20% VAT will be charged onthe ‘hammer’.

Amsterdam

VAT Symbol

Online auction

No symbol

This is a Netherlands Margin Scheme supply tax in accordance with Art. 333 of2006/112/EC. 

+

Lot is subject to standard Netherlands VAT rules and 21% VAT will be charged on the ‘hammer price.’

++

Lot is subject to Netherlands VAT rules and the reduced rate of 6% VAT for books will be charged on the ‘hammer.

Geneva

VAT Symbol

Online auction

No symbol

7.7% VAT will be charged on the ‘buyers’ premium’

+

Lot is subject to standard Swiss VAT rules and 7.7% VAT will be charged onthe ‘hammer’ and the ‘buyer’s premium’.

Dubai

VAT Symbol

Online auction

*

5% Import Duty will be applied to the hammer price. Duty paid in Dubai is treated as final duty payment as per GCC’s customs laws.  Import VAT at 5% will be applied to the Duty inclusive hammer price.

(J) Symbols
Symbols used in Sale Particulars

The meaning of words in bold in this section can be found in the Glossary.

º Christie’s has a direct financial interest in the lot. See “Important Notices” in Paragraph K.
Δ Owned by Christie’s or another Christie’s Group company in whole or part.
Christie’s has a direct financial interest in the lot and has funded all or part of our interest with the help of someone else. See “Important Notices” in Paragraph K.
¤ Bidding by interested parties.

(K) IMPORTANT NOTICES 

∆ Property owned in part or in full by Christie’s:

From time to time, Christie’s may offer a lot which it owns in whole or in part. Such property is identified in the catalogue with the symbol in the Sale Particulars. Where Christie’s has an ownership or financial interest in every lot in the catalogue, Christie’s will not designate each lot with a symbol, but will state its interest in the front of the catalogue.

º Minimum Price Guarantees:

On occasion, Christie’s has a direct financial interest in the outcome of the sale of certain lots consigned for sale. This will usually be where it has guaranteed to the seller that whatever the outcome of the sale, the seller will receive a minimum sale price for the work. This is known as a “minimum price guarantee”. Where Christie’s holds such financial interest we identify such lots with the symbol º in the Sale Particulars.

º ♦ Third-Party Guarantees/Irrevocable bids:

Where Christie’s has provided a minimum price guarantee it is at risk of making a loss, which can be significant, if the lot fails to sell. Christie’s therefore sometimes chooses to share that risk with a third party who agrees prior to the auction to place an irrevocable written bid on the lot. If there are no other higher bids, the third party commits to buy the lot at the level of the irrevocable written bid. In doing so, the third party takes on all or part of the risk of the lot not being sold. Lots which are subject to a third-party guarantee arrangement are identified in the Sale Particulars with the symbol º ♦.

In most cases, Christie’s compensates the third party in exchange for accepting this risk. Where the third party is the successful bidder, the third party’s remuneration is based on a fixed financing fee. If the third party is not the successful bidder, the remuneration may either be based on a fixed fee or an amount calculated against the final hammer price. The third party may also bid for the lot above the irrevocable written bid. Where the third party is the successful bidder, Christie’s will report the purchase price net of the fixed financing fee.

Third-party guarantors are required by us to disclose to anyone they are advising their financial interest in any lots they are guaranteeing. However, for the avoidance of any doubt, if you are advised by or bidding through an agent on a lot identified as being subject to a third-party guarantee you should always ask your agent to confirm whether or not he or she has a financial interest in relation to the lot.

¤ Bidding by parties with an interest

When a party with a direct or indirect interest in the lot who may have knowledge of the lot’s reserve or other material information may be bidding on the lot, we will mark the lot with this symbol ¤ . This interest can include beneficiaries of an estate that consigned the lot or a joint owner of a lot. Any interested party that successfully bids on a lot must comply with Christie’s Conditions of Sale, including paying the lot’s full buyer’s premium plus applicable taxes.

Post-catalogue notifications

In certain instances, after the catalogue has been published, Christie’s may enter into an arrangement or become aware of bidding that would have required a catalogue symbol. In those instances, a pre-sale or pre-lot announcement will be made.

Other Arrangements

Christie’s may enter into other arrangements not involving bids. These include arrangements where Christie’s has given the seller an advance on the proceeds of sale of the lot or where Christie’s has shared the risk of a guarantee with a partner without the partner being required to place an irrevocable written bid or otherwise participate in the bidding on the lot. Because such arrangements are unrelated to the bidding process they are not marked with a symbol in the Sale Particulars.

Please see http://w w w.christies.com/buying-services/buying-guide/financial-information/ for a more detailed explanation of minimum price guarantees and third-party financing arrangements.

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Frequently asked questions
Some key facts about NFTs and how to buy them through Christie’s 3.0
How do I register?
What is Christie's 3.0?
What’s included in the sale price in SOURCE [On NFTS]?
What is On NFTs?
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What is generative art?
How do I place a bid?
How do I mint a digital artwork?
What is a Dutch auction and how does it work?
Why do I need to verify my identity?
How do I view my digital artwork once it’s been minted?
What sales tax will I need to pay?

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