1. TERMS & CONDITIONS, ACCEPTANCE, BINDING AGREEMENT
1.1. Binding Agreement: these terms and conditions (“T&Cs”) consist of a legal contract between you (“You” or “Buyer” as further defined below) and SHIFT GALLERY – DIGITAL ART GALLERY (“Shift Gallery”) and sets forth the legally binding terms and conditions that apply to the contractual relationship established between You and Shift Gallery (both directly or through the intervention of third parties) and your purchase of the Artist’s artworks in our Website, as detailed below.
1.2. Legal Capacity: by entering into these T&Cs and using the Services, you represent and warrant to Shift Gallery that you have all requisite power and authority to enter into and comply with these T&Cs, and in case You are subscribing to or using the Shift Gallery Services in the name or representation within a company or other organization, You represent and warrant that You are authorized to and intend by those actions to bind the company or other organization to these T&Cs.
For the purposes of these T&Cs, the capitalized terms shall have the following meaning:
“Agreement”: the contractual relationship arising with Shift Gallery and You, in your capacity as Buyer, under the terms and scope or these T&Cs.
“Artist”: artist who delivers or otherwise makes available copies of their art and works to Shift Gallery, for display to the public through the Website and for sale to Buyers, by means of the Services.
“Artist’s Profile”: the profile regarding the Artist and its Works, created by Shift Gallery and displayed on the Website, for the provision of the Services.
“Buyer”: a purchaser of a copy of a Work, under these T&Cs.
“Digital Property”: an Artist’s Work (or other digital asset) and any Linked Information, recorded together within a Work NFT, in a Public Blockchain.
“Lenticular Prints of the Works”: physical reproductions of the embedded digital art.
“Linked Information”: data or information, other than an Artist’s Work, namely other material, information, descriptions or data regarding the Artists or their Works, including biographic information, photographs, images or videos.
“Public Blockchain”: a distributed, publicly available registry and ledger system which uses blockchain technology to allow holders of Shift Gallery Accounts to create unique records (the Work NFTs) to claim ownership of Works identified in the Work NFTs.
“Buyer’s Wallet: digital account which must be created by Buyers on Third-Parties’ Platforms, necessary for the processing of transactions regarding Work NFTs and related payments, which must be a “Beacon-compatible wallet”.
“Website”: the website located at www.shiftgallery.online domain and subdomains, managed by Golan & Carpinelli, Lda., a company incorporated and operating in accordance with the laws of Portugal, registered under the corporate registration and taxpayer nr/NIPC: 516 746 863, with head office at Av. da República, 50, 2 floor 1050-196 Lisbon, Portugal.
“Work(s)”: any physical support or digital files containing data, images, text, photographs, descriptions, graphics, articles, designs, illustrations, software, video, codes or any other content, technology or features, digital or otherwise, including both (i) Lenticular Prints of the Works and (ii) Works NFTs.
“Work NFT(s)”: the Non-Fungible Token, meaning a token minted on Tezos Blockchain, that is unique and is linked to the Works, and consists on a representation of said digital art, by unique record created by a Public Blockchain and containing a unique identifier associated with an Artist’s Work in a Public Blockchain (including, without limitation, as it may be subsequently migrated to another blockchain) that evidences its owner’s right to access, download and display a copy of the associated Work.
“Responsible Entity”: third party entities that manages the NFTs marketplaces associated with the project, the “Third-Party Platforms”.
“Services”: the services provided by Shift Gallery, namely through the Website, regarding the representation of the Artist’s Work, with the ultimate purpose to sell them to Buyers, including the display, advertisement and promotion of the Works; as well as (i) the production of Lenticular Prints of the Works, its direct sale, shipment, management and associated logistics; and (ii) intermediating the issuance of the Artists’ Works by Third-Party Platforms through NFTs (“Minting”) and management of associated costs, assistance in the setup of crypto-wallets of the Artists; and overall assistance on the transaction of the Works between the Artists and the Buyers, either directly or through third parties/partners, namely NFT marketplaces, managed by the Responsible Entity.
“Shift Gallery Account”: an account held at a Public Blockchain consisting of a public and private key pair, established through the Services. The public key is the “Shift Gallery Account Number”.
“Third-Party Platforms”: third-party websites, linked to the Website, specifically a marketplace located at www.versum.xyz; as well as an online gallery, located at www.mona.gallery, where the Works NFTs are displayed and users and prospective Buyers may visit and purchase the Works NFTs at the Metaverse.
3. CHANGES TO THE T&CS
3.1. Shift Gallery reserves the right, at its sole discretion, to modify or replace any of the terms in these T&Cs, at any time. Appropriate prior notice will be posted online at the Website and/or sent to You, if appropriate, to your email account as informed to Shift Gallery. In any case, it is your responsibility to check these T&Cs periodically for changes.
3.2. The T&Cs will always indicate the date it was last revised. You are deemed to accept and agree to be bound by any changes to the T&Cs when you use the Services after those changes are posted.
4. PURPOSES AND PROVISION OF THE SERVICES
4.1. Purposes: Shift Gallery is an online gallery for digital art, providing the Services with the purpose of enabling Artists to display their artworks and to sell copies or reproductions of their artworks to Buyers, through a mechanism based on standardized terms and made available through the Website and/or Third-Party’s Platforms.
4.2. Access to Services: subject to the Buyer’s compliance with the T&Cs, Shift Gallery will enable Buyers to access and use of Services, with the purpose to buy the Works.
4.3. Buyers Wallet: Buyers must establish a wallet with the Third-Party Platforms to purchase the Works NFTs. To create a Buyers Wallet for these purposes, Buyers must comply with those Third-Party Platforms´ rules and instructions, namely provide a correct email address, if so required under such website’s terms and conditions of use. Please note that any information (which does not include the Buyer’s email address) recorded in a Public Blockchain is made permanently public.
4.4. Shift Gallery’s autonomous decision-making: Buyers acknowledge and accept that Shift Gallery is authorized to freely decide on the setting up of the exhibitions and display of the Works, the respective duration, as well as to decide and define its advertising and promotion of as it sees fit. The marketplace (provided by a Third-Party’s Platform) used for the Minting of the Works NFTs its also determined by Shift Gallery at its sole discretion.
5. TYPES OF TRANSACTIONS
5.1. Works may be sold either by means of (i) Lenticular Prints of the Works; or (ii) Works NFTs, through linkage to Third-Party Platforms, websites and tools.
5.2. The number of editions and copies of each edited Work to be displayed on the Website and proposed to be sold, as well as related commercial conditions, will be defined between Shift Gallery and the Artists.
6. TRANSACTIONS OF LENTICULAR PRINTS OF THE WORKS
6.1. These are to be displayed and sold through the Website, directly by Shift Gallery, under the Services to be provided.
6.2. Shift Gallery will produce copies of the Works on Lenticular Prints and promote its sale by the performance of the Services. This means that Shift Gallery will commission the production of these to a professional printing company, supervise said production in collaboration with the printing company and monitor the entire production process, thus guaranteeing the quality of the Works until the moment of shipment to the Buyer. Shift Gallery will also commission the shipment of the Works to the Buyer, by means of a professional delivery company. For the avoidance of doubt, Shift Gallery will not be responsible for the shipment and actual delivery to Buyer of these Works, which responsibility shall remain on the professional delivery company.
6.3. Returns: if the Buyer is a consumer, the Lenticular Prints of the Works may be returned, at consumer’s discretion, within 14 (fourteen) days from receipt of the order by Buyer, in accordance with the applicable legislation.
6.4. Returns policy: under the terms of the applicable law, Shift Gallery accepts returns according to the following conditions:
- i) Items to be returned or exchanged must be returned in perfect, unopened, unworn, new condition with all original tags and packaging attached. You have 14 days from receipt of your order to request a return by emailing to [email protected] with your order shipping confirmation number. Note, that you must ship the item back to us with a copy of your order confirmation within 14 days from the date your order request is approved. Make sure to use a reputable shipping company with tracking information or proof of postage, as we are not responsible for lost or stolen packages. Items can only be returned or exchanged on-line and not in person.
6.5. Shipping and customs: currently, Shift Gallery will only be shipping to countries within the European Union (EU), as well as the following: Switzerland, Norway, United States of America, South America, Canada, South Africa, China, Japan, New Zealand, Australia. If your country does not show up as a shipping option, please contact us at [email protected].
- i) All orders are shipped with tracking information and based on weight and type of item. All prices and charges on the Website are in Euros. Delivery charges may apply, and these will be clearly displayed during the order process, for your prior confirmation before conclusion of each order and confirmation of each purchase.
- ii) Shipping time depends on your location and may take between 2 to 8 business days in Europe and up to 14 business days in other locations, to be delivered. Please note these transit times are estimates only and may vary. Shipping is made by third parties/professional shipping companies, outside Shift Gallery’s direct control. To the fullest extent permitted by law, Shift Gallery will not be responsible for any damage of non-delivery which may be attributed to the shipping company.
- iii) You are the sole responsible for the information you provide, as necessary for the delivery of the purchased Works, so be sure to provide all the necessary, complete and accurate address and information.
6.6. Transfer of property and ownership: artworks showcased on the Website belong to the Artists. Definitive transfer of property and ownership of these Works from Artist to Buyer occurs when the Work is paid in full and received by Buyer.
7. TRANSACTIONS OF WORKS NFTS
7.1. Shift Gallery uploads the file(s) with the artworks into the designated Third-Party’s Platform for Minting as a Work NFTs, for display on Shift Gallery and sale on to Third-Party’s Platform. This type of Works will be displayed on the Website, which connects to the Third-Party Platform, where prospective Buyers may visit the Works NFTs at the Metaverse.
7.2. The transactions made using Third-Party Platforms will be managed by the respective Responsible Entities. Works NFTs are minted and transferred by means of a specific contract (a “smart contract”) held and managed by the Third-Party Platforms/marketplaces. All transfers of Work NFTs occur via smart contract, located at the Third-Party Platforms blockchain, not at the Website.
7.3. The Work NFT shall be minted by the Third-Party Platforms, before the beginning of any auction or transaction. Upon the final order to the acquisition of the Work NFT and the successful payment of the acquisition price, the Work NFT will be immediately transferred to the Buyer via the Third-Party Platforms. Buyers will receive the token regarding the Work NFT after confirmation of the purchase and completion of payment.
7.4. By acquiring the Works NFT, the Buyer acquires the ownership of a token recorded in the blockchain linked to a file created by or under the responsibility of Shift Gallery, containing metadata and a Work and, without prejudice of the royalty fee provided for under this Agreement, the right to assign such token to a subsequent acquirer.
7.5. The Website does not storage, sends, receives or manages the tokens associated with the Work NFTs. This will be made by the Third-Party Platforms.
7.6. Returns: due to its technical characteristics, all sales of Works NFTs are final sales, and will not be refunded.
7.7. Transfer of property and ownership: artworks showcased on the Website belong to the Artists. Definitive transfer of property and ownership of Works NFTs from Artist to Buyer occurs when payment from Buyer is successfully received.
8. BUYER’S ADDITIONAL OBLIGATIONS
9. BUYER’S GRANTS
9.1. Grant of rights: for the purposes and under the scope of this Agreement, Buyer grants Shift Gallery and its authorized sublicensees and distributors, all the necessary and ancillary powers of representation, to allow Shift Gallery to provide the Services as defined therein, and to intermediate the transaction of the Works and its sale to the Buyers, either by means of Lenticular Prints of the Works or Works NFTs, under the scope of this Agreement.
10. INTELLECTUAL PROPERTY RIGHTS (AUTHORSHIP RIGHTS OR COPYRIGHT) AND OWNERSHIP
10.1. Ownership: all intellectual property rights (Authorship Rights or Copyright) in or relating to any of the Artist’s Works are owned solely by the Artist. The ownership rights upon the Works are owned solely by the Artist until definitely transferred to a Buyer as a result of a successful purchase. Shift Gallery will not have any ownership rights in any elements of an Artist’s Work, nor any rights other than those granted and/or licensed under this Agreement.
10.2. Rights: Buyers acknowledge that, as a result of a successful purchase of a Work, Buyers obtain physical ownership of the Works they buy, but no copyright, trademark right or any other intellectual property right thereto. The Artist shall retain such rights, under the applicable law.
10.3. Artists Rights: following a sale of an Artist’s Work to a Buyer, Artists retain the following rights:
- i) Reproduction and derivative works: Artists own the full intellectual property rights (copyright) and image rights on the Works. This means Buyers cannot copy, reproduce, or make derivatives works based on the Artist’s Work (but the Artists still can);
- ii) Full credit: when the Artist’s Work is displayed or shared, it must always be properly attributed to the Artist;
- iii) Protection: Buyers are not allowed to modify, alter or otherwise misrepresent the Works when they display it;
- iv) Full information: regarding the Work’s NFTs subsequent sales, by recording on a public blockchain;
- v) Royalties: a percentage of all secondary sales upon the sale price, as defined with the Artist, must be paid to the Artist, when a Buyer re-sells a Work NFT.
10.4 Buyer’s Rights: when You buy an Artist’s Work you have the following rights:
- i) Download of Works NFTs: as a Buyer, you’ll have access to a permanent link where you can download the Works NFTs original, full-resolution files and technical details;
- ii) Private display of the Works: you have the right to display the Works, for private purposes only;
- iii) Authenticity: Shift Gallery guarantees the provenance of every edition using a public blockchain;
- iv) Resell or transfer the Works: You are entitled to transfer your rights to the Works to another collector or entity. Keep in mind that if you resell or otherwise receive compensation for the secondary sales of the Work, the Artist are entitled to get 10% of royalties of the amount you receive.
- v) Remain anonymous: while all sales are recorded publicly, you can use an alias to keep your collection private (within the limits allowed under the applicable law);
- vi) Perpetuity: You’ll retain these rights forever. Your rights are guaranteed in perpetuity until you resell or transfer ownership of the Work;
10.5 Buyer’ Restrictions: when You buy an Artist’s Work you must comply with the following restrictions:
- i) Commercial use of the Works: as result of the above and for avoidance of doubt, You may not display the Works publicly or with commercial or profitable purposes, nor loan or lease the Works and you may not grant others the temporary right to display the Works. For the above purposes, providing images of the Works to others beyond the scope of home/private use, or using them for commercial purposes (for example, products like t-shirts, bags, smartphone cases or publishing them in books, ecommerce or corporate websites) shall fall under the infringement of the intellectual property rights attributed solely to the Artists, and thus are prohibited.
- ii) Modification or editing: using the Works by modifying or editing its images also fall under the infringement of the intellectual property rights attributed solely to the Artists, and thus are prohibited.
11. SHIFT GALLERY INTELLECTUAL PROPERTY RIGHTS (AUTHORSHIP RIGHTS OR COPYRIGHT)
11.1. The Shift Gallery Service and all software, data and technologies embodied on the Website or used to provide the Services, and all intellectual property rights in or relating to any of the foregoing, are owned by Shift Gallery. Any distribution, reprint or electronic reproduction of any content from Shift Gallery or the Website, in whole or in part, for any other purpose is expressly prohibited without our prior written consent.
12. PRICE OF THE WORKS, COMMISSIONS AND PAYMENTS
12.1. Price of the Works: the purchase and sale of Works may be made either by:
- i) the payment of a fixed price, as displayed on the Website; or
- ii) by participating in an auction and payment of the winning bid. The type of auction and the related applicable rules for a given Work of auction will be disclosed in the Work’s listing within the Website.
12.2. Payments to Artist: upon receipt of payment from a Buyer, Shift Gallery will be the sole responsible to pay over to the Artist the price of the Work, in accordance with the agreed with the Artists (except in what regards royalties’ fees emerging from future transfers of Works NFTs, as stated below).
12.3. Subsequent transactions of the Works NFT (Follow up right/“Royalties”): any future transfers of the Works NFT to any subsequent acquirers will be subject to a royalty fee, corresponding to 10% (ten percent) of the gross sales price of the Works NFT, excluding any other fees charged by the trading platform, in any subsequent sales, to be paid in full to the Artist. The royalty fee will be paid by the Third-Party Platforms and automatically deducted through a smart contract from the proceeds paid to the owner of the Work NFT by the subsequent acquirers and transferred to the Artist.
- i) For the avoidance of doubt, Shift Gallery will in no way be responsible for any payment of amounts due to Artists resulting from Follow up right (Royalties).
12.4. Purchase and payment Processing:
- a) Transactions of Lenticular Prints of Works: transactions and payments referent to Lenticular Prints of Works, or other physical representations of the Artist’s Works shall be made directly through the Website. To go ahead with a purchase of the Works, Buyers must follow the purchase procedure and steps as displayed on the Website and provide Shift Gallery with all the requested information therein. Buyers must deliver Shift Gallery the payment by means of an adequate form of payment, as defined through the Website.
- b) Transactions of Work NFTs: transactions and payments shall be made through Third-Party Platforms and by means of digital currency and the Buyer’s Wallet. For payments to be processed and transactions completed, Buyers must create a working Wallet on the Third-Party Platform, which must be updated and functioning.
- i) The processing of payments will be subject to the terms, conditions and privacy policies of the appropriate payment processor, in addition to this Agreement. The terms and conditions of the Payment Processors may be found at the relevant Third-Party Platforms.
- ii) You are the sole responsible for the payment of any tax(es) that may apply to such transactions.
- iii) For the avoidance of doubt, Shift Gallery will not be responsible nor liable for these transactions, when managed by Third-Party Platforms; nor responsible for errors made by the payment processors, or otherwise in connection with the processing of transactions. Shift Gallery does not record or make payment information public in the Public Blockchain used for transactions.
12.5. Report obligation: Buyer must promptly notify Shift Gallery if the Buyer’s form of payment is cancelled or if becomes aware of a potential breach of security, such as the unauthorized disclosure or use of a credit or debit card, banking information, or personal information.
12.6. Exemption: Shift Gallery will not be responsible for any non-payment or default payment that may occur under or as a result of any transaction. Shift Gallery will also not be responsible for any withdrawal fees, or any other banking or administrative costs incurred by and/or as result of any transaction, namely and without exclusion, resulting from the payment operations made by Buyers and/or the remittance of funds and proceeds to the Artists or from the conversion of the price to any currency, and for any PayPal fees, credit card transaction fees, bad debts (such as credit card returns or fraud), disputed payments and refunds.
13. WEBSITE DESCRIPTION AND USE
13.1. Description: the Website serves as an online gallery for Artists to display digital art and for individuals to view and purchase physical reproductions of such digital art, as well NFTs of said digital art, through linkage to Third-Party Platforms, websites and tools.
13.2. Third-Party Platforms, websites and optional tools: the Website contains links to Third-Party Platforms, websites, resources or tools, which have their own terms and conditions and privacy policies. You acknowledge Your sole responsibility for, and assume all risk arising from, your use of any Third-Party Platforms, websites or resources.
13.3. Exclusion of liability: for the avoidance of doubt, Shift Gallery is not responsible nor liable, to the maximum extent permitted by law, for any harm or damages related to the purchase or use of goods, services, resources, content or any other transactions made in connection with any Third-Party Platforms, websites, tools or resources. We recommend You to access and check the existing applicable terms and conditions and privacy policies, provided by the relevant Third-Party provider(s) and make sure You understand them before you engage in any transaction. Complaints, claims, concerns or questions regarding third-party resources or products should be directed to the Third-Parties and not to Shift Gallery.
13.4. Continuous use: Shift Gallery does not warrant or guarantee the accuracy or completeness of any information contained in the Services. To the maximum extent permitted by law, Shift Gallery shall have no liability whatsoever (including but not limited to) for any direct, indirect, special or consequential damages, loss of anticipated profits or other economic loss arising out of, in connection with or relating to the information contained therein.
13.5. Monitoring and Responsibility: Shift Gallery may monitor the use of the Services and of the Website to ensure compliance with applicable laws and regulations and these T&Cs, quality of service, improve services and products offered and verify compliance. Buyers expressly acknowledge and agree that Shift Gallery is responsible only for its own activities, not being responsible for monitoring or enforcing legal compliance or contractual obligations with respect to other parties’ actions, including with respect to the creation or transfer of Digital Property and/or the use of any Public Blockchain.
13.6. Feedback: You may, but are not required to, provide Shift Gallery with feedback, suggestions or ideas regarding the Website (“Feedback”). You agree that Shift Gallery may, in its sole discretion, reject or ignore your Feedback, or use your Feedback in any way Shift Gallery sees fit, including in future modifications of the Service, other products or services, advertising or marketing materials. You grant Shift Gallery a perpetual, worldwide, fully transferable, sublicensable, irrevocable, fully paid-up, royalty free license to use the Feedback you provide to Shift Gallery in any way.
13.7. Website Terms & Conditions: additional rules apply regarding the Website and Your use of it. We recommend you check the general Website’s terms & conditions applicable, available at shiftgallery.online/terms-conditions.
14.1. This Agreement will come into force as of the date of acceptance of these T&Cs by You and will continue into force until a successful purchase of the intended Work is made or you choose to waive such purchase.
15. PUBLIC INFORMATION – PUBLIC BLOCKCHAINS
15.1. You expressly acknowledge that a Public Blockchain is a distributed, publicly viewable, register of the creation and transfer of Digital Property, and any data recorded in a Public Blockchain is available to the public.
16. PERSONAL DATA
16.1. Shift Gallery will process Your personal data for the purposes of this Agreement, or to comply with legal obligations, and if and where appropriate based on your consent. We will store your data only necessary period according to the purpose for which they were collected.
17.1. SERVICES PROVIDED “AS IS”: THE SERVICES, WORK NFTS AND PUBLIC BLOCKCHAIN ARE PROVIDED “AS IS” AND “AS AVAILABLE,” WITHOUT WARRANTY OF ANY KIND, WHETHER EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE. SHIFT GALLERY DISCLAIMS, WITHOUT LIMITATION AND TO THE MAXIMUM EXTENT PERMITED BY LAW, ANY WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.
17.2. IMAGES: SHIFT GALLERY HAS MADE EVERY EFFORT TO DISPLAY AS ACCURATELY AS POSSIBLE THE COLOURS AND IMAGES OF OUR PRODUCTS THAT APPEAR ON THE WEBSITE. HOWEVER, WE CANNOT GUARANTEE THAT YOUR COMPUTER MONITOR’S DISPLAY OF ANY COLOUR WILL BE ACCURATE.
18. RESERVED RIGHTS:
18.1. Limitation of sales: Shift Gallery reserves the right, but is not obligated, to limit the sales of our products or Services to any person, geographic region or jurisdiction. We may exercise this right on a case-by-case basis. We reserve the right to limit the quantities of any products or Services that we offer. All descriptions of products or product pricing are subject to change at any time without notice, at our sole discretion.
18.2. Discontinuance of products and Services: Shift Gallery reserves the right to discontinue any product or Service, at any time and at its sole discretion.
18.3. Limitation of Orders: Shift Gallery reserves the right to refuse any order You place with us. We may, in our sole discretion, limit or cancel quantities purchased per person, per household or per order. These restrictions may include orders placed by or under the same Buyer account, the same credit card/Payment means and/or orders that use the same billing and/or shipping address. If we make a change to or cancel an order, we may attempt to notify You by contacting the e-mail, billing address and/or phone number provided at the time the order was made. We reserve the right to limit or prohibit orders that, in our sole judgment, appear to be placed by dealers, resellers or distributors.
18.4. Errors, inaccuracies and omissions: occasionally there may be information on our Website or in the Services that contains typographical errors, inaccuracies or omissions that may relate to product descriptions, pricing, promotions, offers, product shipping charges, transit times and availability. We reserve the right to correct any errors, inaccuracies or omissions, and to change or update information or cancel orders if any information in the Services or on any related Website is inaccurate at any time, without prior notice (including after you have submitted your order).
19. LIMITATION OF LIABILITY
19.1. Indemnification: to the maximum extent permitted by law, You will indemnify, defend and hold harmless Shift Gallery against any claims, demands, suits or proceedings made or brought by a third party arising from or related to: (a) any Artist’s Works; (b) the use of the Services by You in violation of the Agreement, applicable laws, rules or regulations; and/or (c) any disputes among You and between and/or with any third party.
If the Buyer, its transferee or any other third party incurs any damages or losses in connection with the purchase or sale of the Works arising from any cause whatsoever, not directly attributable to Shift Gallery or the Artist, respectively, to the maximum extent permitted by applicable law, in no event shall Shift Gallery or the Artist, be liable for such damages or losses.
19.2. Waiver of Certain Damages: TO THE MAXIMUM EXTENT PERMITTED BY LAW, SHIFT GALLERY SHALL NOT BE LIABLE FOR CONSEQUENTIAL, INCIDENTAL, INDIRECT, SPECIAL, PUNITIVE OR OTHER DAMAGES, OR FOR LOST PROFITS, BUSINESS INTERRUPTION, LOSS OF BUSINESS OR INFORMATION, OR COSTS OF PROCURING SUBSTITUTE GOODS OR SERVICES, ARISING OUT OF THE AGREEMENT OR THE USE OF OR INABILITY TO USE THE SERVICES TO BE PROVIDED HEREUNDER, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
19.3. Liability Cap: TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE TOTAL LIABILITY OF SHIFT GALERY FOR DAMAGES ARISING FROM OR RELATED TO THE AGREEMENT SHALL NOT EXCEED EUR 1000 (ONE THOUSAND EURO).
20.1. Assignment: You may not assign the Agreement without Shift Gallery’s prior written consent, which will not be unreasonably withheld, except to its heirs or (as to companies) their successors-in-interest by merger, acquisition, or sale of all or substantially of assets. Shift Gallery may assign or delegate any of its rights or obligations under this Agreement as it sees fit. Any attempt to assign the Agreement except as permitted under this Section, will be null and of no effect. Subject to the foregoing, these T&Cs will bind and inure to the benefit of each party’s successors and permitted assigns.
20.2. Severability: if any part of the Agreement is held to be unenforceable or invalid, in whole or in part, by a court of competent jurisdiction, the remaining provisions of the Agreement will remain in full force and effect, and the provision affected will be construed so as to be enforceable to the maximum extent permissible by law.
20.3. Waiver: the waiver of a breach of any provision of this Agreement will not operate or be interpreted as a waiver of any other or subsequent breach of that or any other provision.
20.4. Entire Agreement: this Agreement constitute the entire agreement and supersedes all prior or contemporaneous oral or written agreements regarding the subject matter hereof. Any alterations to this Agreement must be previously agreed on in writing between the parties.
20.5. Force Majeure: neither party shall be liable for any delay or failure in performance (other than non-payment of amounts owing) due to causes beyond its reasonable control.
20.6. Governing Law: any dispute in the meaning, effect or validity of this Agreement shall be resolved in accordance with the laws of Portugal, without regard to the conflict of law provisions thereof. Any judicial proceeding to resolve claims relating to this Agreement or the Services will be brought to the competent courts of Lisbon, Portugal.
20.7. Notices: all notices permitted or required under the Agreement shall be in writing, will reference the Agreement, and shall be delivered in person, by registered or certified mail to the address of the party specified in the Agreement or such other address as either party may specify in writing, or by the email addresses indicated by the parties. Such notice shall be deemed to have been given upon receipt.
20.8. Signature: Each party agrees that this Agreement and any other documents to be delivered in connection with it may be digitally or electronically signed, and that any digital or electronic signatures appearing on this Agreement, or such other documents are the same as handwritten signatures for the purposes of validity, enforceability, and admissibility.