TRANSACTION TERMS OF SERVICE – OPEN ART MARKET

These terms and conditions regulate the content of Transaction Services from Open Art Market Ltd ("OAM") to the individual user, and apply in addition to the User Terms and Conditions that were accepted when the individual user account was created. In the event of a conflict between these terms and the User Terms, these terms take precedence with regard to the regulation of the Transaction Services.

If non-derogable consumer legislation applies, such legislation is given precedence in cases of unintentional conflict with these terms. Otherwise, the contractual relationship is fully regulated by the terms and all legislation is waived to the extent that this is permitted.

By using the Transaction Services, the user confirms having read and accepted these terms and conditions and the privacy policy available here: https://www.openartmarket.com/legal/privacy-policy?lang=en.

OAM reserves the right to make changes to these terms and conditions. In the event of non-insignificant changes, the user will be informed of this at the email address provided during registration.

The Platform: the web service openartmarket.com.

Transaction Services: the services specified in point 5.1.

Terms of use: terms of use of The Platform accepted upon registration of the individual user account.

Artwork Advertiser: user who advertises and sells shares in Artworks on The Platform.

Artwork: the specific copies of physical artworks advertised on The Platform.

Tokens: digital proof of ownership that represents ideal shares in Artwork registered on the Polygon blockchain. The term Tokens includes both Free Tokens and Locked Tokens.

Free Tokens: Tokens that can be traded on The Platform and that grant the rights described in point 4.2.

Locked Tokens: Tokens locked to OAM and Artwork Advertiser with limited rights as described in point 4.2.

Advertising offer: when the Artwork Advertiser offers Tokens in an Artwork for a limited period to users of The Platform at a pre-determined price.

Secondary market: the service where users can buy, sell and exchange Free Tokens among themselves.

Acquisition: when a user buys all Tokens in an Artwork by auction or direct purchase, and the Artwork is taken off The Platform as described in point 11.

Artwork Trigger price: bids corresponding to this amount give the right and obligation to carry out a direct purchase.

Artwork Minimum Price: bids corresponding to this amount trigger voting on whether the Artwork should be put up for auction on The Platform. The amount also corresponds to the lowest bid that can be accepted during an auction.

Artwork Freeze Period: the minimum time an Artwork will be bound to The Platform before Acquisition can take place.

Artwork Storage Period: the period an Artwork is available on The Platform before the forced auction is launched.

Sales Agreement: agreement between Artwork Advertiser as seller and user as buyer of Tokens for Advertising Offer

Secondary Agreement: agreement between two users who buy, sell or exchange Tokens on the Secondary Market.

Purchase Agreements: the individual purchase agreements between Holders of Tokens in an Artwork and the user who purchases all Tokens in an Artwork by Acquisition.

Owner: owner of Tokens in an Artwork.

4.1 The relationship between Tokens and shares

Tokens are digital proofs of ownership registered on the Polygon blockchain, which represent the Holder's ideal shares in the Artwork. Shares and associated Tokens cannot be separated from each other during the time an Artwork is on The Platform. This means that shares in Artworks on The Platform can only be transferred by selling Tokens on The Platform, and that the Holder consequently has no right to dispose of their shares outside The Platform or in any other way than what is expressly stated in these terms.

4.2. Rights and obligations as Owner

4.2.1. Artwork co-ownership

Works of art are jointly owned with all users who are Owners, OAM and Artwork Advertiser. The legal relationship between the co-owners is fully regulated by the provisions of these terms and conditions. The co-owners acknowledge and accept that the co-ownership act (LOV-1965-06-18-6) does not apply.

4.2.2. Rights

As Holder of Free Tokens, the user's rights are limited to the rights specified below:

1. Receive a share of the purchase price for the Acquisition of the Artwork corresponding to the user's share of ownership;
2. Right to sell and exchange Free Tokens on the Secondary Market in accordance with these Terms;
3. Voting right during a motion on the management of the Artwork, including whether the Artwork should be put up for Acquisition. Each Token gives the right to cast one vote per motion.

Locked Tokens only grant the rights set out in subsections (1) and (3) directly above.

It is further specified that Holders do not have:

1. The right to dispose of or legally dispose of one's shares in Artwork in any other way than stated above, for example by mortgaging;
2. The right to use, utilize or otherwise physically dispose of Artwork on The Platform;
3. The right to make a majority decision on other use or exploitation of Artwork on The Platform than that which follows from these terms;
4. The right to demand dissolution of the co-ownership in the Artwork;
5. Any form of copyright in the Artwork, including no right to copy or make it available to the public.

4.2.3. Commitments

Holders are obliged to respect and comply with the decisions made by OAM regarding the management of the Artwork in line with these terms and by voting on The Platform.

Holders further acknowledge that Holders are obliged to sell all Tokens if Acquisition by direct purchase or auction is carried out, and authorize OAM to carry out such sales on the Holders' behalf.

5.1. Generally

OAM gives users of The Platform the opportunity to sell shares in Artwork by:

1. Sell Free Tokens on Advertising Offers as an Artwork Advertiser by agreement with OAM;
2. Buy Free Tokens from Artwork Advertiser by Advertising Offer;
3. Buy, sell or exchange Free Tokens from/with other users on the Secondary Market;
4. Purchase all Tokens in an Artwork (Free Tokens and Locked Tokens) by Purchase.

5.2. OAM's role in Advertising offers

OAM is not a seller of Free Tokens in Advertising Offers and is not a party to the Sales Agreement between the Artwork Advertiser and the individual user who purchases it. All rights and obligations under the Sales Agreements are between the Artwork Advertiser and the buyer, and the Sales Agreement is entered into at the parties' own expense and risk.

OAM acts as proxy for the Artwork Advertiser and is authorized to carry out the sale, accept payment on behalf of the Artwork Advertiser and transfer Tokens from the Artwork Advertiser to the buyer. OAM only acts as an intermediary and is not jointly and severally liable with the Artwork Advertiser (see Consumer Purchase Act § 1 fourth paragraph).

5.3. OAM's role on the Secondary Market

OAM is not a party to the Second Hand Agreement entered into between users who buy, sell or exchange Free Tokens on the Second Hand Market. All rights and obligations under the Second Hand Agreements are between the users and the Second Hand Agreements are entered into at the parties' own expense and risk.

OAM only facilitates the transaction between the parties. OAM only acts as an intermediary and is not jointly and severally liable with the seller (see Consumer Purchase Act § 1 fourth paragraph).

5.4. OAM's role in Acquisitions

At Acquisition, a user buys all Tokens in an Artwork, including Free Tokens and Locked Tokens by auction or direct purchase. A separate Purchase Agreement is entered into between the buyer and the individual seller. OAM acts as the seller of its Locked Tokens, but is not a party to the Purchase Agreements between the buyer and other sellers of Tokens.

OAM acts as proxy for the other sellers and is authorized to carry out the sale, hold the auction, accept payment on behalf of the seller, transfer Tokens from the sellers to the buyer and hand over the Artwork to the buyer. OAM only acts as an intermediary and is not jointly and severally liable with other sellers (see Consumer Purchase Act § 1 fourth paragraph).

6.1. Authentication

In order to combat and avoid forgeries on The Platform, the authenticity of Artworks is examined according to the procedures in Appendix 1. OAM disclaims any responsibility that Artworks on The Platform are authentic and gives no guarantees beyond that the procedures in Appendix 1 are followed. In addition to the authentication procedure, OAM may choose to use verification services from third parties.

6.2. Valuation

Valuation of art is generally subject to uncertainty and may depend on a number of factors beyond OAM's control. To ensure a proper determination of the Artwork's assumed market value, OAM follows the procedures in Appendix 2. OAM disclaims any responsibility that the assumed market value corresponds to the Artwork's real market value and gives no guarantees that the valuation is correct.

6.3. Storage and insurance

OAM has the right and duty to store all Artworks as long as the Artworks are on The Platform.

OAM stores and secures Artwork on The Platform in accordance with the procedures in Appendix 3, and insures all Artwork for up to 100% of the assumed market value.

OAM does not take responsibility for the Artwork beyond storage and security in line with the procedures in Appendix 3 and the insurance cover. In the event that the procedures for storage and security or the insurance cover are insufficient, Holders may suffer losses. OAM has no obligation to cover such eventual loss.

6.4. Determination of Storage period, Freeze period, Minimum price and Trigger price

The artwork's Storage Period, Freeze Period, Minimum Price and Trigger Price are determined jointly by the Artwork Advertiser and OAM before the Advertising Offer.

In the event of unforeseen events that significantly change the assumptions for the value or demand of the Artwork on The Platform, OAM reserves the right to change the Artwork Storage Period, Freeze Period, Minimum Price and/or Trigger Price. In the event of changes, OAM will inform all Owners at the e-mail address that was provided during registration.

7.1. Agreement with Artwork Advertiser

New Artworks are published on The Platform after a separate agreement with the Artwork Advertiser.

To ensure that OAM and users of The Platform can have confidence in Artwork Advertiser, Artwork Advertiser is always required to undergo identity and screening procedures. It is further required that the Artwork Advertiser takes responsibility that the Artwork is authentic, that the Artwork Advertiser is the rightful sole owner of the Artwork, that no third parties have any right of use or other form of right in the Artwork, and that the Artwork does not infringe the copyright of third parties.

7.2. Digitization of works of art

After the Artwork Advertiser has gone through our identity and screening procedures, and the Artwork has gone through the authentication, valuation and storage procedures, the Artwork will be digitized and published on The Platform.

During the digitization process, OAM fragments the shares in the Artwork and registers this on the Polygon blockchain. Each ownership share is then linked together with one Token. Furthermore, the Artwork's name (ID), estimated market value and other relevant information are registered on the blockchain.

When new Artwork are published on The Platform, an Advertising offer is carried out. Under the Advertising Offer, Artwork Advertiser offers Free Tokens at £1.00 per Free Token for a limited time period.

At the start of the Advertising Offer, the Artwork Advertiser and OAM each hold 5.00% Locked Tokens, together 10.00% of the total number of Tokens. The remaining 90.00% of the Tokens are Free Tokens and are held by Artworkannouncer. Artwork Advertiser is required to make available a minimum of 80.00% of the total number of Free Tokens for sale in the Advertising Offer. Free Tokens that are not purchased under an Advertising Offer remain with the Artwork Advertiser after the end of the advertising period.

The size of the ownership share each Free Token represents depends on how many shares the Artwork is divided into. The number of shares depends on the Artwork's advertising value. The advertising value is determined on the basis of the Artwork's assumed market value with the addition of the fees that appear in OAM's current price list at all times. When determining the assumed market value, OAM uses the valuation procedures included in Appendix 2.

The advertising offer and associated purchase order for Free Tokens will not be executed until a minimum of 20.00% of the total number of Free Tokens has been sold during the advertising period. If the minimum sales are not achieved, the purchase order will be automatically canceled and the Artwork will be withdrawn from The Platform.

The secondary market is a marketplace where users can freely buy, sell and exchange Free Tokens. The users themselves agree on the price or terms of exchange. Otherwise, the terms and conditions set out in the Second Hand Agreement between the users apply. Users do not have the opportunity to agree on additional terms or conditions.

The secondary market opens 100 days after the end of the Advertising Offer.

Free Tokens cannot be traded on the Secondary Market while a vote on a motion regarding the associated Artwork is in progress.

Holders of Tokens in the Artwork have no right of first refusal when selling Tokens on the Secondary Market.

When purchasing Free Tokens through Advertising offers and on the Secondary Market, Free Tokens are transferred to the buyer when the purchase price is registered on the payment card registered with our payment intermediary Stripe.

The transfer is completed when the buyer is registered as Owner on the blockchain and has received a receipt for the purchase by e-mail. The amount is then paid to the seller's bank account registered with Stripe.

11.1. Generally

Users can purchase all Tokens in an Artwork by Purchase by auction or direct purchase. After completion of the Acquisition, the Artwork is taken off The Platform.

11.2. Freeze period after Advertising offer

Acquisitions of Artwork cannot take place during the Freeze Period, unless a majority of Holders who collectively hold a minimum of 1 of the Artwork's Free Tokens decide by vote that the Freeze Period shall end.

A vote is initiated if a Holder who holds a minimum of 0 Free Tokens submits a motion to cancel the Freeze Period. Motions can only be submitted up to 2 times a year with a minimum of 6 months between each motion. Other Owners will be notified of motions by e-mail. Voting otherwise takes place in accordance with the provisions in point [12].

11.3. Auction

11.3.1. Time of auction

An auction must be held if (i) a user submits a bid that corresponds to the Artwork's Minimum Price, (ii) an auction motion receives a minimum 66.00% majority among the Owners, or (iii) a forced auction is carried out in accordance with section 11.7.

Auction motions in accordance with point (ii) above may be submitted by OAM or Holder of a minimum of 5.00% of the total number of Tokens in an Artwork.

Auction motions can be submitted up to 3 times a year. Before a new motion can be submitted, a minimum of 3 months must have elapsed since the previous motion. Other Owners will be notified of auction motions by e-mail. Voting otherwise takes place in accordance with the provisions in point [12].

Auctions are held no earlier than 10 days after one of the circumstances in the first paragraph above occurs. Owners will be notified of upcoming auctions by email.

11.3.2. Cancellation of auction

OAM reserves the right to cancel upcoming and ongoing auctions in the event of unforeseen events that significantly change the assumptions for the value or demand for Artwork. Holders and bidders will be notified of this by e-mail.

11.3.3. Execution and bidding

For 10 days prior to the auction and during the entire auction period, the Artwork can be inspected and examined in our premises. OAM encourages bidders to inspect the Artwork before submitting bids.

The auction lasts for the period set for each individual work of art. The auction is held on The Platform. A valid user account is required to place a bid.

The auction rules follow from appendix 4 below. Artwork Trigger Price is suspended during the entire auction period, and bids below Artwork Minimum Price will not be registered.

A binding agreement is considered concluded with the highest bidder when the auction period has expired. The agreement is entered into on the terms and conditions that follow from the Acquisition Agreement entered into between the bidder and each individual Owner.

The highest bid with the addition of the fees stated in OAM's price list at all times, as well as art tax to the Visual Artists' Aid Fund, constitutes the purchase price.

Holders of Tokens in the Artwork have no right of first refusal when sold at auction.

11.4. Direct purchase

Direct purchase takes place when a user buys the Artwork at a price corresponding to the Artwork Trigger price. OAM encourages and gives users the opportunity to inspect the Artwork before direct purchase. A binding agreement is entered into on the terms and conditions that follow from the Acquisition Agreement between the buyer and each individual Owner. Artwork Trigger price with the addition of the fees that appear in OAM's price list at all times, as well as art tax to the Visual Artists' Aid Fund, make up the purchase price.

Holders of Tokens in the Artwork do not have a right of first refusal in the case of direct purchases.

11.5. Delivery after Acquisition

The artwork is collected at the delivery point determined by OAM no later than 10 working days after the Purchase Agreements have been entered into (delivery time).

The artwork is delivered when it is handed over to the buyer or the buyer's carrier. The risk for the Artwork passes to the buyer at the time of handover and at the latest at the time of delivery if the Artwork has not been collected by that time.

The buyer and OAM agree who will collect the Artwork in writing by e-mail [email protected]. OAM requires that the person picking up the Artwork identifies himself with valid identification, can present an order confirmation or equivalent proof of purchase and that person has been approved by the buyer in advance.

The buyer is obliged to cover OAM's reasonable storage costs if the Artwork is not collected within the delivery time. The storage costs must be paid in full to OAM before the buyer receives the Artwork.

If the buyer has not collected the Artwork within 6 months after the delivery time, OAM has the right to forcibly sell the Artwork in the manner and on the terms that OAM deems appropriate. The sale price accrues to the buyer with deductions for the costs OAM has incurred to carry out the forced sale.

11.6. Payment to Owners on Acquisition

When a binding agreement has been entered into, Owners will be paid the share of the purchase price that corresponds to their share in the Artwork, minus the fees that appear in OAM's current price list and art fee to the Visual Artists' Help Fund.

11.7. Destruction of Tokens

When a binding agreement has been concluded, OAM updates the value of the Artwork based on the purchase price, minus fees and art tax to the Artists' Aid Fund. All Artwork Tokens are then burned and the buyer is registered on the blockchain as the sole owner. The Artwork is then released from The Platform and physically handed over to the buyer in accordance with point [11.5] above.

11.8. Missed Acquisition

If the Purchase has not taken place at the end of the Artwork's Storage Period, a forced auction will be held.

If the Acquisition is not successful at the auction, a vote must be held among the Owners as to whether (i) the Storage Period should be extended, which means that additional Tokens in the Artwork will be issued to OAM to cover the costs of further storage of the Artwork, or (ii) whether OAM must reduce the Artwork Minimum Price and Trigger Price by [X %] and then conduct a new auction. In voting, the voting option with [general majority] is chosen.

This point applies to all votes on Artworks on The Platform. Voting always starts 10 days after the event that triggers voting occurs. The voting period lasts for 10 days.

During voting, one Token always constitutes one vote, and a majority is calculated by the votes cast, with no minimum requirement for participation. Voting rights can be limited to Holders of Free Tokens only. The second-hand market for Tokens in the Artwork is closed during the entire voting period.

For the sake of clarity, it is specified that the Co-ownership Act's rules on majority decisions do not apply to voting on The Platform.

13.1. Stripe

OAM uses Stripe as a payment intermediary on The Platform. To use the chargeable Transaction Services, users must create an account with Stripe. The user then agrees to be bound by and comply with Stripe's terms and conditions available here: Stripe Connected Account Agreement and [Stripe Services Agreement](https: //stripe.com/en-no/legal/ssa/no). Stripe's privacy policy is available here: Privacy Policy.

The user also acknowledges that OAM can share relevant information about the user, the user's activities and transactions with Stripe in connection with transactions on The Platform.

In some cases, Stripe is subject to documentation obligations directly towards users, for example in relation to tax reporting. In such cases, the user gives OAM the right to receive documentation and pass it on to the user, without this entailing any responsibility for OAM regarding the user's own obligations, including tax obligations.

13.2. Payment reservation when buying and bidding

When purchasing Free Tokens through Advertising Offers and in the Secondary Market, bids at auctions or direct purchases, the buyer/bidder must accept that an amount corresponding to the purchase price/bid will be reserved on the buyer's/bidder's payment card registered with Stripe. The amount is deducted automatically when a binding agreement is concluded.

Our fees for the performance of the Transaction Services follow from our current price list available here at all times.

Users are themselves responsible for their own tax and VAT obligations.

Users who buy Free Tokens through Advertising offers and/or the Secondary Market do not have the right of withdrawal, as the seller does not act in commercial activities. Furthermore, the right of withdrawal vis-à-vis OAM expires when OAM's individual Transaction Service has been delivered. The transaction services are to be considered delivered when the individual transaction has been completed. Upon completion of the transaction, the user therefore waives their right of withdrawal vis-à-vis OAM.

Furthermore, no right of withdrawal is granted in connection with the Acquisition. Holders who sell Tokens by Acquisition do not act in commercial activities, and OAM's share cannot be separated from the other shares after a binding agreement has been entered into.

However, we would like to point out that the loss of the right of withdrawal does not affect the rights the buyer may have under the Consumer Purchase Act.

If individual provisions in these terms cannot be enforced as a result of legislation or are found invalid by English courts, this will not affect the validity of other provisions in the terms.

The rights and obligations of the parties under these terms and conditions are determined by English law. In the event of a dispute between OAM and consumer customers, the dispute can be brought before the Consumer Council by using the following link: https://www.forbrukereuropa.no/odr/. Unless mandatory consumer legislation requires otherwise, disputes shall otherwise be settled by English courts with the Oslo district court as the first instance.

Open Art Market AS Fabrikgata 5 3320 Vestfossen Norway Organization number: NO929276531 [email protected]

Appendix 1: Authentication procedures

OAM obtains information about the authenticity of Artworks on the Platform from the following information sources:

• Sales documentation from the artist, credible galleries, art institutions, art museums, curators, art collectors, auction houses or similar actors with specific knowledge of the Artwork
• Documented provenance
• The register Art loss registry

The information is collected and made available through the Advertising Offer. OAM also keeps records in accordance with the second-hand trade regulations.

Appendix 2: Valuation procedures

Artworks on the Platform is valued at OAM's discretion based on one or more of the following elements:

• Artwork advertiser's documented information on value from information sources such as the artist, credible galleries, art institutions, art museums, curators, art collectors, auction houses or similar actors with specific knowledge of the Artwork
• Investigations into whether the artist has resale rights.
• Expert assessment from third parties regarding pricing strategy
• Assessment of visible damage to the Artwork.

OAM is free to choose which elements are to be used. The information is collected and made available through the Advertising Offer.

Appendix 3: Storage procedures

Artworks on the Platform are secured and stored according to the following procedure:

• High-resolution photos and video clips are taken of the Artwork
• The artwork will be packed in ISO-certified museum quality material (Tyvek 1442R)
• The artwork will be stored in an insurance-approved and access-controlled art storage room
• The artwork is tagged with RFID for automatic logging of movements in and out of the art storage room.
• The artwork is marked with a QR code for identity in an access-controlled system.

Appendix 4: Auction Rules

All artworks in OAM's online auctions are published on www.openartmarket.com and are available for 7 to 14 days. All Artworks have been examined and described by OAM's experts.

We encourage all buyers to examine the Artworks before bidding. All Artworks can be examined at Open Art Market in Vestfossen.

Once you've found a piece of art you're interested in, you can set up an alert. You will then receive an auction notification via e-mail when an Artwork is put up for auction.

You can choose which price you wish to bid for, and will then be informed about fees and the total price. The bid must be confirmed before it is submitted to Open Art Market.

You will receive bid confirmation by e-mail and on your profile page. The artwork will also be visible under My bids on your profile page.

You will receive notification by e-mail and your profile page when someone bids on your bid. Notification settings can be found on your profile page.

You can also receive notification by email when an auction ends.

If OAM receives a bid for the Artwork within the last 10 minutes of the auction, the auction will be extended to 10 remaining minutes. The extensions continue until no more bids are received for the Artwork.