terms of service

There's no objective definition of perfect, yet there may be perfect for you. We do not judge.

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TOF® does not wish to track why choices were made. That is your business. Not ours

This User Agreement also referred to as TOF®'s Terms of Service ("Terms"), incorporate by reference the Privacy Policy and definitions are as binding contract with The Other Fruit®.

The Other Fruit® is also referred to as “TOF®” or written in the first-person as “we”, “our” or “us” herein. TOF® [part of HUMATION LTD, a limited company with offices in London, United Kingdom and a registered location on the 9th Floor, 33 Des Voeux Road, Central, Hong Kong] is further contactable by emailing [email protected] or [email protected] or concie[email protected].

Terms define member utilization of the TOF® mobile and web applications, The Other Blockchain®, TOF® services and current or future TOF® services herein collectively referred to as the Biosphere (“Biosphere”). Members constitute distinct, single individuals whom may herein also be referred to as “you”, “your”, “yourself” or “yourselves".

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TOF® services are digital. Biosphere purchases are direct between yourself and TOF®. TOF® facilitates member creation, valuation, registration and registration protection of contractual and various asset, engagement or exchange related documentation. TOF® owns and utilizes distributed ledger technologies, methodologies, solutions and protocols working so as to create, host and maintain specific forms of transactional processes.

Encrypted entries in various blockchain networks as well as any movement of TOF® registered assets or utilities may reflect select Biosphere user data and are made permanently available, intended for relevant participant recall, decryption and self-directed implementation. TOF® services are aimed to enhance a self-directed, independent, ad-hoc use and disclosure of contractual-bound as well as digital asset specific utilization of ownership, including but not limited to claims thereof, as have been ordered and executed by Biosphere members.

TOF® services are provided "as is". TOF® makes no representations or warranties, neither express or implied, of any kind. We recommend that prospective collaborators conduct independent research to ascertain for themselves the veracity, authenticity or reputation of Biosphere members and direct or listed services.

By operating your Biosphere member profile you consent to receive various notifications and service communications from TOF®. From time to time, at our discretion, we will adjust Terms, openly posting such updates herein.

LAST MODIFIED: January 10th, 2021.

a. Members are over 18 years old.

b. Members represent, warrant and declare they have full legal and personal ability, capacity and intent, without any legal impediment whatsoever, to enter into contract.

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i. TOF® takes no commissions.

ii. TOF® is not a common carrier nor a public utility.

iii. Members independently perform completion and payments.

iv. Blockchain enhanced registrations of data and multimedia or other content on distributed ledger technologies (DLT), and in The Other Blockchain® are essentially permanent.

v. TOF® makes no conclusions as to professed quality, popularity or reputation of Biosphere members' work, services or associated offerings.

vi. TOF® services are maintained to securely facilitate private achievement of eclectic artistic and various independent-provider pursuits, as have themselves been independently envisioned, promoted, reserved or performed by Biosphere members.

TOF® facilitates independently enacted financial and contractual functions towards the autonomous, sovereign utilization of collaborative contractual based engagement(s) or exchange(s) which participants' hold ownership, accounting and set valuations thereto.

vii. Biosphere members skill-sets, services, offerings, expertise, professions, experiences, occupations and the like can be displayed in Biosphere provided that such display(s) remain relevantly applicable within established member categories.

Applicability of such is determined to be those offerings, services or invitations to engage in collaboration which reasonably constitute genuine, immediate or future benefit to viewing members.

viii. THOSE MEMBERS OR USERS SUFFICIENTLY EVIDENCED OR OTHERWISE PROVEN TO HAVE OR BE MAINTAINING ANY BIOSPHERE ACCOUNT(S) FOR THE PURPOSE OF COLLATING OTHER BIOSPHERE MEMBER'S PERSONAL AND/OR LOCATION DATA CAN BE IMMEDIATELY REMOVED AND BANNED FROM FUTURE ACCESS.

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THOSE USERS OR MEMBERS WHO ARE FOUND TO BE IN VIOLATION OF ANY TERM(S) LISTED HEREIN CAN BE REFUSED FUTURE ACCESS AND PERSONALLY LIABLE FOR PROSECUTION INCLUDING BUT NOT LIMITED TO CLAIMS FOR RESTITUTION, CONSEQUENTIAL DAMAGES, INCONVENIENCES, REPARATIONS AND ALL POSSIBLY APPLICABLE LEGAL CATEGORIES, WITHOUT LIMITATION. PROCEEDINGS CAN BE CONDUCTED IN CIVIL OR CRIMINAL COURTS. VIOLATORS WILL BE PURSUED TO THE FULLEST EXTENTS PERMISSIBLE BY LAW.

a. Your use of the Biosphere.

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i. General members operate account profiles in either the general or corporate category.

ii. Providers operate account profiles in one distinct membership category, unless expressly permitted by TOF® to do otherwise.

iii. Artists or creators operate account profiles in no more than three membership categories, unless expressly permitted by TOF® to do otherwise.

iv. TOF® grants activated member accounts personal, worldwide, royalty-free, non-exclusive, non-transferable license of Biosphere use.

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b. You (users), privately define and enter Biosphere set collaborations and contract(s).

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i. TOF® does not hold engagement or exchange related financial deposits, escrow nor does TOF® directly offer any comparable securities of any kind.

ii. Biosphere members do themselves set their own encrypted, bespoke terms and conditions of registered contractual engagement and exchange.

iii. TOF® service related processing fees are calculated according to specified amounts and billed to the ordering member at the time of processing.

Settled (paid), processing fees can initiate subsequent digital functions that are provided, including an option to purchase concurrent services with a TOF® order, verification and all such are activities are registered via the pertinent, activated Biosphere member accounts.

iv. Members in registered contractual engagement, exchange and/or associated digital services do authorize specified TOF® service related and executed financial functions.

'Registered' contract conveys acceptance, binding to and comprehensive liability for various significant roles, responsibilities, risks, liabilities, detriments and obligations as found within registered documentation, terms and conditions pertaining to engagement and exchange.

v. You have full legal and personal ability, capacity and intent to enter into binding contract, under or through utilization of the TOF® Biosphere, without any legal impediment whatsoever, and do so with knowledge and understanding of acceptability in regard to your respective legal jurisdictions as may be based on both nationality and domicile.

By entering into contract(s) herein and through utilization of the Biosphere contractual mechanisms, you are stating that you have no physical, mental nor financial restriction that shall adversely affect, prohibit or in anyway hinder your defining and reasonably fulfilling registered contractual engagement or exchange activity in a manner that is reasonably or exactly akin to that which you do now and/or will in future agree to.

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c. Biosphere contracts and DLT enhanced private contractual engagement or exchange mechanisms.

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i. Registered contracts set timed digital functions.

Timed digital functions can include, but are not limited to, forms of financial conversions and authorized transactions executed on Purchasing Member's behalf as have been ordered through Biosphere for TOF® processing.

ii. Registered contracts can set completion and payment functions.

As in unilateral cancellation, irrespective of instigated cessation time, declared or otherwise understood independent repudiation of registered contractual-based obligations and the like can then mean that such, or similar actions, may then result in a tangible or realized loss of monies for the cancelling participant.

iii. Biosphere registered orders and contracts are recorded in member-participant's Biosphere accounts.

Such encrypted accounting and select activity data can also be further encrypted and entered in The Other Blockchain® or varied DLT networks utilized by TOF® to thereby create dual time-stamped authentications.

iv. Biosphere member-participants themselves do select any contract's applicable or relevant courts of law or applicable governing institutions.

v. TOF® Biosphere guarantee related exchange registration services can become available to established members.

If available and selected for purchase, TOF® guarantee registration services can act as declared confirmation of a Purchasing Member's independent ability to transfer sufficient amounts of payment throughout privately executed exchange or consummation of registered contractual engagement(s).

vi. A Biosphere contract registration ordered is paid for by the Purchasing Member.

Biosphere contractual document registration follows the participant's direct, complete, reasonable, considered and recorded bargaining of all material terms and conditions contained therein.

vii. A Biosphere registered contract is a form of binding and formal contractual-based, real-world agreement.

Bearing participant's unique, encrypted Biosphere keys and personal electronic signatures, integration by reference of associated data or otherwise conveyed written requirements deemed by participants' as necessary to achieve completion may add to or enhance specifications or stipulations of registered contract and associated documentation. Such can therein pertain to a detailing of participant's binding risks, obligations or liabilities which do themselves assist or contribute to guide independent conduct throughout engagement or exchange consummation (completion or fulfillment as may be independently enacted).

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d. For Sale & Open Collaboration, two types of pin listings able to be posted to the Biosphere global map.

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i. Biosphere members may place their created For Sale (FS), and Open Collaboration (OC), pins in any location.

ii. There is no charge or cost for the creation and placement of pin listings with ongoing access to the Biosphere global map.

There is no cost for activated Biosphere members to create single or multiple pins (within reasonable timing and proximity limitations). All Biosphere global map pin types for profile categories are free to upload, irrespective of selected location and display duration.

iii. Biosphere global map pins can only appear for a set time.

Any pins' display duration is calculated by member's timed expiry date, direct removal by posting member or a thirty (30) day window.

iv. Biosphere global map pins may contain member-uploaded multimedia.

v. Data or information contained in Biosphere global map pins is generated, defined by and can remain relevant only to its individual posting or uploading Biosphere member.

vi. Biosphere global map pins are effectively promotional in nature and may reference possible terms, details, products, outcomes or results of future and as-yet to be registered collaboration(s).

Biosphere global map pins are not perfected formal agreements, contracts nor may they contain sufficiently detailed material terms and conditions so as to constitute any sort of binding relationship. Biosphere global map pins may have no presupposition of inherently transpiring commercial activity, promises or manifestations of mutual consideration, consent or the like.

vii. For Sale and Open Collaboration Biosphere global map pins may, for example:

_ outline ideal commissions;

_ state desired services;

_ set possible sales results;

_ list existing inventories of items or products;

_ propose artistic projects or concepts;

_ share descriptions of envisioned events;

_ describe artistic endeavors that are as yet to materialize in any shape or form;

_ list packaged products or sets of service offerings;

_ share listings of possible copyrights for sale;

_ share descriptions of envisioned commissions;

_ state members desired collaborative service;

_ offer speculations of possible collaborative exchange;

_ specify members availability for future artistic endeavors;

_ outline concepts intended as future artistic performances;

_ state open calls seeking feedback, participation or the like.

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i. Biosphere members MUST NOT:

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a. Initiate unwanted contact or otherwise generate spam;

b. Willfully proceed with activities that violate pertinent laws or legislation;

c. Receive funds so as to circumvent any responsibility, law or legislation;

d. Disrupt, impede or infringe on other Biosphere member's rights or well-being;

e. Knowingly mislead, fail to disclose or misrepresent any term, condition or situation;

f. Falsely advertise, promote or otherwise market items, offerings, services, treatments or the like;

g. Upload, use, claim, represent or present any data or content and works including their descriptions other than your own;

h. Discriminate on the basis of gender identity, disability, ethnic background, nationality, marital status, sexual orientation or age;

i. Promote any work or service that is not in your control or within your ability to by any reasonable definition satisfactorily supply or provide;

j. Take any action that may slow, damage or hinder Biosphere applications, sites, TOF® services or associated APIs;

k. Share details such as personal telephone numbers or email addresses for any other purpose or requirement other than completion of registered contract;

l. Request, suggest or plan collaboration with any current or previous Biosphere member outside of or otherwise off registered contract;

m. Dilute or damage The Other Fruit®'s (TOF®), HUMATION LTD's, Real-World Smart Contract®'s (the RWSC®) or The Other Blockchain®’s name, image or reputation through unauthorized use of brand names, content, systems, technologies or structures.

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ii. Biosphere members are responsible for their own and relevantly applicable adherence to or with local laws, legislation, tax requirements, appropriate conduct and the like including any and all realized or potential, tangible or intangible, repercussions transpiring or claimed as deriving from either adherence or failure to comply with such whether or not such series of actions and consequences themselves may be or can actually be held as arising from, in part or whole, their utilization of Biosphere and/or TOF® service(s).

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iii. Should you, acting as a member of the TOF® Biosphere, violate any Term herein you do thereby admit knowledge of such violation and consequently hold TOF® harmless from any perceived or tangible liability.

a. Overview of Biosphere postings, interactions and members' general platform usage responsibilities.

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i. Your Biosphere use is understood to remain lawful at all times.

ii. Each individual Biosphere member is responsible for their own conduct.

iii. Biosphere members, even temporarily, must select and set one profile location for their account.

iv. Open Biosphere content, meaning that data which is or becomes retrievable through by in-platform search activity, can remain visible to other Biosphere members.

Open Biosphere platform content, such as profile details or listed pins, are visible to other Biosphere members whom have not been directly blocked by the posting member. Such posted content can, at anytime, be found by such non-blocked members by their conducting of searches using Biosphere's global map, filters or the like.

v. Direct messaging and/or various direct communication exchange may only start after or following the requesting members' agreement with preset, user-specific terms which may include engagement cost estimations.

Direct inter-member communications may only commence following acceptance of a member profile's specified terms which can include billing authorization confirmation of capacities to pay minimum financial amounts in the event that contractual engagement or exchange transpires.

vi. TOF® may have no definitive knowledge of any participant's real-world conduct  or content of any registered or set of contractual documentation, including but not limited to:

_ participants actual working locations;

_ privately exchanged requirements for completion;

_ participants actual, pending or processed payments;

_ participants independently arranged payments and transfers;

_ valuations and currencies used in payment's exchange;

_ payment methods such as wallet use or the like.

It is possible that these aforementioned details and other associated activities may only be known to you, or known only between comparable active participants in Biosphere registered contractual based engagement or exchange.

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b. Understanding member-posted Biosphere content.

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i. Biosphere members' postings, communications and content are understood to be accurate and complete.

You may not knowingly convey any material or data which is fake, fraudulent, copied, deceptive, defamatory, libelous or offensive. The classification of which is determined at TOF®’s reasonable discretion.

ii. Members themselves may actively hold assets and copyright(s) to the uploaded or exchanged content as may be used in Biosphere platforms.

iii. Biosphere members' are responsible for the authenticity of their uploaded data and responsible for the use including disclosure of any personally identifiable information.

Any content that is intended for display can appear in Biosphere search results. It is possible that this searchable content can be shared by other members and done so to sites that are potentially external to and unrelated to the Biosphere, and subsequently may be indexed by search engines or the like.

a. Reviews

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i. Reviews and connections reflect members personal opinion or preference

ii. Reviews are subjective experiences of a completed registered contract

Members may not ‘rate’ others in any general or abstract sense. Reviews are considered accurate only in so far as representing the truncated or compressed extracts of directly experienced, subjective participant interpretations

iii. Reviews, connections and feedback does not contain any purposefully inflammatory, bigoted or spiteful statements or the like

Classification of inappropriate, inflammatory, bigoted, spiteful or similarly prohibited comment type classifications are reviewed and determined at TOF®'s reasonable discretion

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b. TOF® does not endorse members

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i. Activated member status records TOF®'s successful review of personal identification documentation and the registration of a payment method

Member's displayed or recorded Biosphere status and connections may not be taken as TOF®'s promotion or indication of the quality, reliability nor veracity of associated member services offerings, items, products or the like

ii. Reviews, ratings, feedback and similar member submitted evaluations are recorded by TOF®

TOF® reserves the right to share such typically non-personal or summary data when appropriate or when sharing is held as being of benefit to the community

iii. TOF® can, without warning, immediately delete any member profile and prohibit its future Biosphere access 

TOF® may delete any member profile as reasonably evidenced to be in manipulation of the review, connection or rating systems or whom may be in violation of Terms

To the full extents permissible by law TOF® and its employees, agents and authorized representatives accept no liability of such Biosphere access restriction imposed including any claims of losses and damages

a. Copyright ownership registration

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i. Copyright is tentatively accorded to member's uploaded content

ii. Copyright Registrations set Purchasing Member's ownership claims

Copyright Registration services record ownership claims in distributed ledger technologies, in The Other Blockchain® or through implementation of TOF® owned decentralized applications [DAPP]

A 400x400px thumbnail image of registered content can be shown on its dedicated results webpage. Each TOF® registration receives a unique URL on TheOtherFruit.io with viewing becoming possible subsequent to processing via web-browser entry of the precise web address

IPFS encryption is an open source, decentralized technology used for content hosting and recall. Download access to IPFS encrypted content is made possible through unique cryptographic, multihash strings [keys]. Relevant keys are shared with Purchasing Members. IPFS keys permit decentralized download of IPFS registered content. Download using IPFS keys can be accessed through The Other Blockchain® result pages or from IPFS networks

iii. Copyright Registration currently accommodates the following file types;

[.3DM] Rhino 3D Model;

[.3DS] 3D Studio Scene;

[.3G2] 3GPP2 Multimedia File;

[.3GP] 3GPP Multimedia File;

[.AI] Adobe Illustrator File;

[.AIF] Audio Interchange File Format;

[.ASF] Advanced Systems Format File;

[.AVI] Audio Video Interleave File;

[.BMP] Bitmap Image File;

[.DDS] DirectDraw Surface;

[.DWG] AutoCAD Drawing Database File;

[.DXF] Drawing Exchange Format File;

[.EPS] Encapsulated PostScript File;

[.FLV] Animate Video File;

[.GIF] Graphical Interchange Format File;

[.IFF] Interchange File Format;

[.INDD] Adobe InDesign Document;

[.INDD] Adobe InDesign Document;

[.JPG] JPEG Image;

[.M3U] Media Playlist File;

[.M4A] MPEG-4 Audio File;

[.M4V] iTunes Video File;

[.MAX] 3ds Max Scene File;

[.MID] MIDI File;

[.MOV] Apple QuickTime Movie;

[.MP3] MP3 Audio File;

[.MP4] MPEG-4 Video File;

[.MPA] MPEG-2 Audio File;

[.MPG] MPEG Video File;

[.OBJ] Wavefront 3D Object File;

[.PCT] Picture File and

[.PDF] Portable Document Format File

[.PNG] Portable Network Graphic;

[.PS] PostScript File;

[.PSD] Adobe Photoshop Document;

[.PSPIMAGE] PaintShop Pro Image;

[.RM] RealMedia File;

[.RTF] Rich Text Format File;

[.SRT] SubRip Subtitle File;

[.SVG] Scalable Vector Graphics File;

[.SVG] Scalable Vector Graphics File;

[.SWF] Shockwave Flash Movie;

[.TGA] Targa Graphic;

[.THM] Thumbnail Image File;

[.TIF] Tagged Image File;

[.TIFF] Tagged Image File Format;

[.TXT] Plain Text File;

[.VOB] DVD Video Object File;

[.WAV] WAVE Audio File;

[.WMA] Windows Media Audio File;

[.WMV] Windows Media Video File;

[.YUV] YUV Encoded Image File;

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iv. TOF® uses custom copyright search and identification software

Registered content searches are visually based and do not publicly release member data nor alter usage rights, interests or copyright titles of ownership

Copyright Registrations are confidentially secured in blockchains, distributed ledgers, using innominate coded entries which subsequently permit members choice to implement or disclose such references at their independent discretion

To extend claim protection reviews, TOF® may cross-reference, research and utilize custom image recognition software designed for the identification, and subsequent notification to Purchasing Member, of any TOF® registered content's external [online] appearances

This process can include TOF®'s analysis of Biosphere multimedia content, copyright claims and of associated data. Additional services in such content search or analysis may generate direct notifications to Purchasing Member's as to TOF® registered content's possible external copyright infringements. TOF®'s ongoing use of custom software, tools and resources for ongoing identifications of copyright violations of registered content is performed at TOF®'s reasonable discretion and convenience

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b. Selling your intellectual property [IP]

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i. IP Sales Contracts can be individually registered

ii. IP Rights can be sold separate from collaboration

IP Rights to generated content as deriving or resulting from collaborative engagement or exchange may, at no additional cost, be specified for transfer assignment. The presence or absence of such stipulation is enacted by collaboration's artist, creator, seller or likewise at the IP Right owner’s discretion

iii. Absent concurrently registered IP Sales Contract, receiving participant is typically granted personal, non-commercial use

IP Right ownership assignment to collaboration recordings; documentation of sessions or performances; photographs of work or similar content as arising from collaborative engagement or exchange may be included within completion requirements of registered collaboration contract

IP Rights of generated content resulting from registered collaboration contract completion may be sold by the specified IP Right's owner participant as in separately registered IP Sales Contract

IP Rights inevitably remain subject to appropriate limitations and reasonable stipulations as specified throughout Biosphere contract and associated communications

iv. IP Rights must be verified before registered as successfully transferred. TOF® Copyright Registration may be documentation of such IP Right ownership

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c. Presuming ownership

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i. IP Right ownership can be registered with TOF®

ii. Producer members receive automatic IP Right ownership assignment

Artist, creator and provider categories constitute producer member classifications. By default, IP Right ownership of data and content uploaded in Biosphere, as created in collaboration or derived therefrom, are contractually specified as belonging to the collaborative participant operating in the producer or creator member categories

Preset contract assignment is distinguishable as IP Right ownership is most frequently specified as initially not belonging to collaboration's Purchasing Member

In good faith, TOF®'s tentative IP Right ownership assignment extends to content generated during consummation of registered contract is with the assumption that such members do actively hold ownership of IP Rights

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d. Utilizing copyright registration

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i. Purchasing Member controls claim and use of Copyright Registration

TOF® does not verify nor predict the usability, impact nor legal influence that IP Right ownership registration, Copyright Registration, similar Biosphere ownership claims to content's copyrights, TOF® certifications nor associated documentation may carry - particularly during its future presentation in unknown courts of law or jurisdictions

TOF® is not responsible for involvement nor participation in proceedings as may, in part or full, pertain to judicial or formal intellectual property and copyright content ownership claims and actions as may be independently initiated by current or former Biosphere members

ii. Member's are responsible for maintenance of records

TOF® endeavors to maintain the most accurate accounting of Biosphere orders including securing coded blockchain records via The Other Blockchain® or in various distributed ledgers and networks. This may include Biosphere registered content's IPFS encryption and associated keys as become assigned thereto

iii. Purchasing Member can request TOF® issue registration certification

TOF® issued Copyright Registration certification, with Biosphere purchase proof, indicate blockchain specific data including relevant dates, unique numerical blockhash, identification processing number, transaction time-stamp and the like

iv. Copyright Registrations, certifications and associated processes are conducted at TOF®’s sole discretion, convenience and judgement 

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e. TOF® operates and pursues copyright related issues in accordance with Hong Kong Copyright Ordinance Cap. 528 and Prevention of Copyright Piracy Ordinance Cap. 544

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a. You are a self employed, free agent

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i. You are not TOF®'s employee by any definition

ii. You declare ongoing legal rights to operate in your chosen location

iii. You independently select payment modes in registered contract

iv. You may not impose any surcharge for Purchasing Member’s Biosphere use

Members can neither add extra costs or fees to Biosphere related invoices for payment, as in registered contract, for member's purchase of goods, materials or services and the like

v. Up to registered contract limits, members operating in provider categories are credited full valuation amounts for payment or settlement

vi. Purchasing Member is a principle, direct collaborative participant

Purchasing Member in registered contract is not an agent, attorney or trustee for or on behalf of other members nor any third party

vii. Authorized TOF® registered contract functions are the only ones enforced by TOF®

viii. TOF® may have no direct knowledge of registered contract participant's performance, consummation, execution of agreed obligations and responsibilities nor payment methods utilized

ix. Contracts involving sessions, performances, appearances or timed in-person interactions may require one or both parties departing from locations in accordance with set schedules

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b. You define collaboration

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i. Registered contract is binding in legal agreement

Independently you enter into registered contract assuming all associated risks, liabilities and responsibilities contained therein

Collaborations are voluntary and privately conducted between members whom, in registered contract, act as collaborative participants

ii. TOF® functions are enacted in accordance with registered contract and concurrently valued up to set limits

Other than those explicitly stipulated you may not presume any additional understanding, duty, obligation or relationship exists between yourself and TOF®

iii. You are responsible to read, understand and adhere with terms and conditions of registered contract

Participants in registered contract agree to any lawful terms and conditions as required for completion. This entails the possibility of participants engaging in most any kind of sale, performance, appearance, purchase, procedure or similarly specified service offering that parties mutually set as appropriate

iv. TOF® does not control the reality, value, correctness or legitimacy of members activity, content, services, offerings, items or products in registered contract, including;

the veracity or precision of services and descriptions;

Biosphere connections or reviews;

Biosphere uploaded content;

third party services or engagement;

completion of collaborative engagement or exchange including participant's associated roles and responsibilities

v. TOF® may have no review access to participant's actions in relation to registered contract's:

completion;

performance;

sessions nor attendance;

delivery of items, services or goods;

conduct including that of attendees;

roles, duties, requirements or responsibilities;

implied understandings and similar comparable details in collaboration

vi. Registered contract may form substantial evidence in legal proceedings

TOF® secures registration of Biosphere contractual documents, processes distinct supportive timed functions, sets date dependent digital actions for processing, creates entry in blockchain and distributed ledgers during coded accounting as well as periodically executes numerically quantified conditional logic-based protections as have been ordered by participant's in registered contract

Registered contract and collaborative engagement or exchange associated documentation thereby may form significant, admissible evidence as to participant's intended or actual roles, responsibilities, subsequent legal or financial liabilities and material detriment as may be stipulated therein

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c. Orders, transactions, purchases & registrations

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i. Biosphere purchases are for direct, digital TOF® services

All purchases declare your review, understanding and acceptance of Terms

ii. Participant's adjustment of registered contract can be possible

iii. In registration, Biosphere hypermedia contractual documentation templates, contracts, are collated under a single agreement title

Collaborative engagement or exchange contractual documentation may be created through summation and collation of participant-member conducted content and associated Biosphere activity

Supportive information and data to registered contract can include all relevant collaborative stipulations as derived from participant exchanged communications, pins, postings and any similar Biosphere content including promotional descriptions or other writings

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d. Responsibility

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i. Location specific, ongoing legal adherence is not monitored by TOF®

Collaborative participants are responsible for compliance with all pertinent laws, legislation and formal regulations as may apply to owned registered contract

ii. TOF® does not monitor member's operating, service nor licensing requirements neither is TOF® involved with any member's license procurement or verification

As may grant its owner legal or formal rights of professional qualification so as to perform or conduct a service, performance, treatment, offering, profession, business or the like TOF® is in no way responsible for any member’s possession nor use of such licensing, including lack thereof

It is important to note that members in certain regions, particularly within the European Union and in the United States of America, may be required to procure government issued licenses or similar official approvals before becoming legally classified as ‘permitted’ to perform certain types of services, sales as well as to be permitted to interact with peoples located in or even with citizens of specific other countries

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e. Correct information

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i. You maintain accurate Biosphere account information

You are responsible for the accuracy of submitted payment and payout specifications, profile settings and the like as recorded by TOF®

ii. Ongoing utilization of Biosphere and services requires that TOF® hold your correct personal information

Accuracy requirements include ongoing complete and proper conveyance between collaborative participants of registered contract's completion roles, duties, responsibilities, requirements as well as only selecting mutually appropriate, hygienic and safe working locations

iii. Completion requirements of registered contract with relevant liabilities, costs, fees or charges are found throughout associated documentation

Collaboration's codes of conduct may likewise be partially dependent on participant's previous and privately generated, written exchanged communications as relate to registered contract

iv. Collaborative participant's are bound in contract upon purchase of registration

You are responsible for the accuracy of data contained in your agreements, hypermedia contractual documentation, associated conditions, content and Biosphere. Registered contract constitutes legally enforceable terms and conditions which may further stipulate financially significant functions and responsibilities

Participant's are responsible for real world results as claimed to be derived from registered contract. Such may include, but are not limited to, physical or emotional repercussions of interaction initiated on or related either partially or fully to utilization of Biosphere or TOF® services

v. Collaborative participants acknowledge each may receive or have access to private information

Private information or similarly classified sensitive data can for example relate to past, present or future products; creative works; delivery addresses; marketing strategies; pending projects and similar information which might be classified by either party as proprietary, confidential and not intended for public release, knowledge or dissemination

Agreement may stipulate independently participants respectively honor confidentiality requirements of private information or data exchanged during formation, consummation and completion of registered contract

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f. You understand & acknowledge

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i. TOF® services are digital

TOF® services and functions are predefined. Each pertains to member ordered security, protection and registration processing. TOF® services may have no bearing on registered contract's completion roles, duties, terms, conditions, requirements or similar stipulations of participant conduct

ii. TOF® services are purchased by one Purchasing Member

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g. Processing fees

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i. Purchasing Member is comprehensively responsible to settle amounts owed

Purchasing Member grants TOF® automatic authorizations for immediate billing of total amounts owed. Owed amounts may include transfer fees, transaction or additional charges and similar costs regardless of registered contract's completion, cancellation, acceptance or settlement including any number of tangible results possibly achieved or the lack thereof

ii. Third party costs are not controlled by TOF®

Ordered TOF® services and transactions can involve third parties. Typically third parties are payment processors or credit card merchants. Third party orders and transaction costs are independent to TOF® services and Biosphere

Following Purchasing Member's ordered instruction, third party costs or similar owed transaction percentages amounts may arise. These are added on top of or in addition to the cost of TOF® services

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h. Making a purchase

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i. TOF® service fees are listed at time of purchase

ii. Dual member confirmation may be required before TOF® processing

iii. Collaborative participants may settle payment directly, independently and at anytime throughout consummation of registered contract. This capacity is available in most forms of collaborative engagement and exchange

iv. Registered settlement amounts can be adjusted anytime up to two days [48 hours], prior to contract closure or expiry

Dependent on existing, verified dual member certification, registered contract settlement amounts, TOF® service processing charges and registered contract totals may be increased following ordered adjustment

Registered settlement amounts, TOF® service processing charges and registered contract totals may never be less than or lowered from initially established cumulative total values and amounts

v. Guarantees may be available

TOF® guarantee services can be available to certain established members as are authorized by TOF®. This optional, selectively available TOF® guarantee service amount is set for either immediate or delayed processing

TOF® guarantee service charge amounts are separate from all other TOF® service purchases and amounts. TOF® guarantee service charge amount as owed by Purchasing Member is calculated to be 3% to 12% of total protected values

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i. Closure can be automatically processed

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i. Closure is limited by registered contract's total value

Automatic processing of registered contract's closure can be initiated by TOF® should no participant register Dispute or adjustment within a minimum of one day [24 hours] prior to completion date

ii. Automatic closure by TOF® occurs no earlier than two days [48 hours] following registered contract's completion date

Dual member certification may be presumed with closure or settlement of registered contract initiated by TOF®, on either participant’s behalf, anytime after two days [48 hours] following completion date

iii. Closure may also automatically process registered purchases, transfers, transaction and the like

Existing authorization does not necessitate Purchasing Member be actively logged into Biosphere to enable TOF®'s processing. TOF® services permit possible deductions, movements or access to Purchasing Member's owed amounts

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j. Deliveries

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i. Time of receipt or inspection may be influenced by third party transportation service providers

ii. Reasonably it is expected that receipt or inspection should occur no later than 40 days [960 hours], past registered contract's completion dates

iii. If a stipulation of registered contract completion, dual member verification may be necessary following inspection by Purchasing Member whom may also be known as the receiving member or receiving participant

iv. Transportation of deliverables remains the responsibility of the sending collaborative participant, provider, whom is advised to independently arrange sufficiently reliable tracking or insurance during delivery so as to avoid any potential losses

Where acceptance following receipt is neither gained nor granted, where a deliverable does not arrive or is proven to have not been received within 40 days [960 hours] following registered contract's set completion dates then, independently, provider remains responsible for any refunds, replacements, rescheduling and or losses as may then be determined necessary

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k. Requests to cancel

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i. Should either participant wish to cease interaction yet not register Dispute, a request to cancel registered contract can be processed by TOF®

ii. Should either participant be reasonably considered unreachable or unavailable for a period equal to or longer than 5 days [120 hours], request to cancel registered contract can be processed by TOF®

iii. A request to cancel registered contract or initiate closure be processed by TOF® can be filed for any reason, rational or motivation deemed by parties as appropriately acceptable

Written cancellation requests, as defined ad-hoc, can become registered by TOF® following dual member authorization

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l. Registered Dispute pauses processing

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i. Settlement may only be processed by TOF® following registered contract's closure, acceptance or Tribunal's ruling

ii. Dispute filing by either participant in registered contract initiates Tribunal's investigation of registered contract, associated documentation and participant communications

iii. Non-arrival defines Dispute situations where there exists an evidenced or proven lack of delivery, performance or receipt previously set in registered contract as being required for completion

iv. Misrepresented defines Dispute situations where there exists an objectively reasonable, evidenced or proven failure of a participant to accurately provide that which has been set in registered contract as required for completion

Misrepresented may also be applied to situations where there exists evidenced or proven attempts towards completion of registered contract by a participant yet such attempts objectively and significantly differ in quality or substance from registered contract's description of material requirements or standards

Misrepresented may likewise be applied when a participant's efforts or actions, as when reasonably held in comparison to existing definitions or quantified completion requirements in registered contract, are proven or evidenced to indeed materially differ from stipulated requirements of completion within registered contract

v. Settlement processing permits TOF®'s execution of financial functions for and on behalf of either participant in registered contract

Settlement can be processed by TOF® even when completion of registered contract may or may not have been conducted yet a collaborative participant has unequivocally verified that existing contractual requirements or stipulations have not been honored, initiated, conducted nor processed via Biosphere or any other medium and technology within applicable time frames and that such non-performed payment, transfer or contracted exchange has further not been completed or received, in part or whole, by such participant's agent, friend, associate, representative or the like

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m. By TOF®

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i. TOF® services are preset, legally correlated functions

TOF®'s services, functions and processes are made explicit throughout Terms and registered orders. In their entirety all registered contract terms and conditions enforced by TOF® pertain to participant's independent registrations of documentation and digital functions with such service's purchase and fulfillment constituting single or a series of timed and direct transactions between the Purchasing Member to and with TOF®

ii. Contract, adjustment to and associated processing of contract functions may only be held as active following TOF®'s direct confirmation of service order and registration

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n. Members are suggested to independently secure insurance protection throughout their consummation of registered contract so as to safeguard against possible external costs such as travel related fees and the like

Collaborative Hypermedia Contract Additions

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The Terms and Conditions below are for inclusion or incorporation by reference to the collaborative hypermedia contractual documentation as independently and autonomously generated by and between the collaborating Biosphere members. Please follow this link for a walk through of the uses and meanings of the terms listed below

The purchaser, herein after referred to as "Purchasing Member", is entering into a service contract with an Artist or creator, hereinafter referred to as "Artist", who has currently posted his or her Biosphere profile in the art/work or provider member categories. With the express objective of entering into mutually binding collaborative engagement the Purchasing Member pays for the official TOF® registration at the space and time indicated to confirm the start of the legally and contractually binding relationship between the parties

The following clauses, 7.1a to 7.1o, are incorporated by reference to the collaboration contract, read as if written into the main body of such contract and shall thereby apply to the registered collaborative hypermedia contractual documentation ("Contract"). The objective or purpose of the Contract is the creation and delivery or "Presentation" of the Art/Work by the Artist to the Purchasing Member. Purchasing Member shall in consideration of the creation and delivery, pay or transfer payment of the fee due to the Artist. The Terms and Conditions of collaboration are determined by and between the parties, using for this purpose the template provided in this TOF® Biosphere;

a.

Parties mutually represent, warrant and declare they have full legal and personal ability, capacity and intent to enter into a binding Contract under the TOF® Biosphere, and under their respective legal jurisdictions based on both nationality and domicile, without any legal impediment whatsoever

b.

Artist represents and warrants that he or she is an independent contractor, Artist is responsible for providing his or her own operating requirements, tools, equipment, hardware, software and other instruments or devices to enable the performance of the specified collaborative engagement and to ensure the timely and proper completion of the work or engagement without any delay or defect

Artist is solely responsible for compliance and solely liable for any non-compliance, with any applicable government or non-government permit, licensing, accreditation and registration requirements necessary or desirable for enabling or authorizing the collaborative activity under the TOF® Biosphere, alongside his or her personal reporting, recording and or settling of applicable taxes or duties as may now or in future be owed or required

Artist shall control the manner, means and details of his or her collaborative engagement performance, completion and delivery of the Art/Work subject to his or her adherence to deadlines, descriptions, other terms and conditions stipulated in writing by the parties

c.

In good faith, the Parties enter into a binding Contract with the mutual intent and commitment to honor and reasonably fulfill all engagement, performance, completion, delivery and payment requirements. Obligations arising from the Contract shall have the force of law between the parties. These obligations shall be complied with in good faith

Artist is responsible for the safe, proper and timely creation and delivery of the Art/Work described as having been commissioned by Purchasing Member in so far as to provide, create, produce or otherwise deliver the work, goods, items, service or results stipulated in writing by the parties. Artist undertakes to exercise due diligence to foresee or anticipate, and thereby plan and implement such reasonable measures to ensure the timely and proper creation and delivery of the Art/Work

Purchasing Member is reciprocally responsible for adhering to the terms and conditions of the collaborative engagement undertaking to refrain or avoid any act or omission that may reasonably impede or hinder the performance of the works and creation of the Art/Work by the Artist

d.

The Purchasing Member may by written notice to TOF®, withdraw at will from the commission of the work without need for any cause, although it may have been commenced, indemnifying the Artist for all the latter's expenses, work, and the usefulness which the Purchasing Member may obtain therefrom, and for reasonable damages

In the event of Artist's physical disability or incapacity to create or complete the commissioned Art/Work due to unforeseeable or unexpected situations such as illness or injury thereby hindering, impeding or preventing the timely or proper performance of his or her collaborative engagement, or exchange completion requirements, the Purchasing Member may cancel or terminate the registered Contract by written notice to TOF®

The Contract is automatically terminated upon the death of the Artist. In case of termination of the Contract due to such disability, incapacity or death, the Purchasing member shall pay the Artist, or the heirs of the Artist in case of death, a part of the price agreed upon, in proportion to the value of the part of the work done, and of the materials prepared, provided the latter yield some benefit to the Purchasing Member

e.

Artist or his or her representative designated in writing may document the Artist's Contract execution, implementation and consummation activity including but not limited to collection of multimedia content created throughout the collaborative engagement separately and independently of registration or recording under the TOF® Biosphere

To the full extent permitted by the applicable laws, and unless otherwise provided by Contract, the Artist shall own and possesses all intellectual property rights including copyright or economic rights and moral rights, to the Art/Work, throughout the entire world in perpetuity except only for the ownership and possession of the material object or digital asset created as a result of the commission of the piece of which which shall belong to the Purchasing Member

f.

The fee due to the Artist shall be limited to the price agreed upon in writing by the parties at the time and space of Contract execution and signing. No additional charges shall be due, except only those charges that may be subsequently agreed upon in writing by the parties

Additional charges may include but not limited to registered and mutually verified changes to the commissioned Art/Work; premium fee for expeditious Contract execution; alteration requests to Art/Work or Contract made by Purchasing Member or additional sale or provisions of products, goods, equipment, items and or services

In good faith additional charges, being detailed and categorized in writing, may be recorded at Artist’s reasonable discretion, subject to the written acceptance of the Purchasing Member. Upon verified acceptance, Purchasing Member assumes full responsibility and liability to settle the additional charges invoiced by the Artist

g.

Purchasing Member shall process the payment or transfer of the fee due to Artist following the verified delivery and receipt of the Art/Work, in accordance with the terms and conditions of the commission

Payment by the Purchasing Member shall be based on the monetary amount and currency invoiced by the Artist in accordance with the terms and conditions of the Contract. Payment shall be made by remittance of fiat currency through government licensed bank channels, unless the parties expressly provide in writing for another mode or currency payment

An electronic message sent to or posted at the TOF® Biosphere by the Purchasing Member of the completion of the Contract shall be deemed to confirm that payment of the fee due to the Artist has been made, where the member submits electronic documentation showing that the final or only invoice of the Artist has been paid, simultaneous with or subsequent to the sending or posting of the message. Purchasing Member assumes full financial responsibility and liability for the settlement of the Contract price if such settlement is verified as owed or unpaid

h.

Throughout the duration of the Contract, independently at their own expense, Purchasing Member and Artist are respectively understood to have adequate financial resources to discharge their contractual obligations, or otherwise obtain and maintain adequate personal insurance coverage to cover their potential contractual liabilities

Each party agrees to indemnify the other party concerned, the latter's agents and employees, against all claims, damages, losses, and expenses, including reasonable attorney's fees, that the latter may incur or suffer, resulting from or arising out of the acts or omissions involving fault or negligence in whole or in part of the former, including those acts or omissions of anyone employed by the former for whose acts or omissions it may be liable

i.

Unless otherwise agreed by the parties, the failure or delay of a party to perform any obligation under the Contract solely by reason of acts of God or nature, natural disaster, acts of government, riots, wars, accidents, force majeure, or other similar causes beyond its control, shall not be deemed to be a breach of the Contract

Notwithstanding the foregoing, the party prevented from complying with the Contract shall continue to take all actions within its power and control to comply as fully as possible with the Contract, and to use its best efforts to remove or remedy the force majeure with all reasonable dispatch. Except where the nature of the event prevents it, the party suffering the force majeure shall notify the other party of such event within two calendar days (48 hours) after its occurrence

j.

Any of the following events shall constitute a default of this Contract

i) An affirmative act of insolvency by a party or the filing by a party of a petition under any bankruptcy, reorganization, insolvency, or moratorium law, or any law for the relief of, or relating to, debtors;

ii) The filing of any involuntary petition under any bankruptcy statute against a party, or the appointment of any receiver or trustee to take possession of property of a party, unless such petition or appointment is set aside or withdrawn or ceases to be in effect within ninety (90) days of the date of such filing or appointment;

iii) A final judgment or the unappealed decision of a government regulatory officer or agency that results in temporary or permanent suspension of any permit, license, accreditation or registration, the possession of which is a prerequisite to performance by a party under applicable law;

iv) Failure to provide the service or perform the work in accordance with the material terms and conditions of the Contract, resulting to substantial delay in delivery or material defect in the Art/Work;

v) Failure to make payment in accordance with the material terms and conditions of the Contract, resulting to substantial delay in payment, total non-payment, or partial but substantial non-payment.

In case of material default or substantial delay by the Artist in creating or delivering the Art/Work, the Purchasing Member who is not in default or delay, shall automatically and without need for demand, be entitled to terminate the Contract and recover damages by way of indemnity

In case of substantial delay by the Purchasing Member in paying the fee due to the Artist, the latter shall automatically and without need for demand, be entitled to collect the unpaid fee and recover damages by way of indemnity

Neither party incurs in delay if the other party does not comply or is not ready to comply in a proper manner with what is incumbent upon the latter. From the moment one of the parties fulfills the obligations concerned, delay by the other begins

k.

The Artist shall execute the work in such a manner that it has the qualities agreed upon and has no defects which destroy or lessen its value or fitness for its ordinary or stipulated use. If the work is not of such quality, the Purchasing Member may require that the Artist remove the defect or execute another work. If the Artist fails to comply with this obligation, the Purchasing Member may have the defect removed or another work executed, at the reasonable cost of the Artist

Acceptance of the work by the Purchasing Member relieves the Artist of liability for any defect in the work, unless the defect is hidden and the Purchasing Member is not, by lack of special knowledge, expected to recognize the same

If, in the execution of the work, an act of the Purchasing Member is required, and the same incurs delay or fails to perform the act, the Artist shall be entitled to reasonable compensation

Unless the parties stipulate otherwise, the indemnity for delay in delivery shall be in the form of liquidated damages computed at the rate of 1/10 of 1% of the total value of the Contract, but shall not in any case exceed 10% of the said value

Unless the parties stipulate otherwise, the indemnity for delay in payment shall be in the form of interests computed at the rate of six percent (6%) per annum

To the full extent permitted by law, and notwithstanding anything else in this agreement, neither party shall be liable for any incidental, consequential, exemplary, punitive, indirect damages of any kind including lost profits, lost data, or costs of procuring substitute products or services, whether in an action in law, contract, quasi-contract, delict, quasi-delict or equity, or other source of legal or equitable obligation, even if such party has been advised of the possibility of such damages, except in the case of gross negligence or willful misconduct

l.

Within two days (48 hours) following the Contract’s set date and time of completion Purchasing Member must either confirm Contract closure or initiate Contract Dispute

Closed Contracts record mutually satisfactory fulfillment of the collaborative engagement or reciprocal performance of obligations

Registering Contract Dispute suspends all work activity and settlement of all outstanding billings, pending the resolution of the dispute, in accordance with the procedure established under the Contract

In case of failure by the Purchasing Member to register a Closed or Disputed Contract within two days (48 hours), following the Contract’s set date and time of completion, the Art/Work shall be deemed as timely and properly delivered and automatically authorize the settlement of all outstanding billings on behalf and for the account of the Purchasing Member

Once the settlement billing is initiated, such amount and currency necessary to settle the billings in full shall immediately be deducted or debited from the account of the Purchasing Member, without need for any further authorization

m.

Purchasing Member may authorize independent or separate Contract settlement, or the transfer payment directly to the Artist, even for such amounts that exceed the original or existing registered Contract’s cumulative total limits

For and up to the Contract's registered cumulative total limits, the Purchasing Member remains comprehensively and financially liable to ensure the full settlement of all outstanding billings

The process of settling billings is subject to reasonable transaction fees or processing costs which shall be for the account of the Purchasing Member

n.

In the event of discrepancy or conflict between the Contract that is written in English, and any associated contractual documentation that is written in another language, the Contract in English shall prevail

o.

If any provision of this agreement shall be void or unenforceable for any reason, such provision shall be ineffective to the extent of such voidability or unenforceability without invalidating the remaining provisions hereof, provided however, that the parties shall replace any void or unenfoceable provision by a valid or enfoceable language as comes nearest to the original provision in economic impact and intent

The provisions relating to confidentiality and remedies in case of material breach shall survive the termination of the Contract

Collaborative Hypermedia Contract Additions

-

The Terms and Conditions below are for inclusion or incorporation by reference to the collaborative hypermedia contractual documentation as independently and autonomously generated by and between the collaborating Biosphere members. Please follow this link for a walk through of the uses and meanings of the terms listed below

The purchaser, herein after referred to as "Purchasing Member", is entering into a service contract with a Tattoo Artist or creator, hereinafter referred to as "Tattoo/Artist", who has currently posted his or her Biosphere profile in the art/work or provider member categories. With the express objective of entering into mutually binding collaborative engagement the Purchasing Member pays for the official TOF® registration at the space and time indicated to confirm the start of the legally and contractually binding relationship between the parties

The following clauses, 7.2a to 7.2o, are incorporated by reference to the collaboration contract, read as if written into the main body of such contract and shall thereby apply to the registered collaborative hypermedia contractual documentation ("Contract"). The objective or purpose of the Contract is the creation and delivery or "Application" of the Art/Work by the Artist to the Purchasing Member. Purchasing Member shall in consideration of the creation and delivery, pay or transfer payment of the fee due to the Tattoo/Artist. The Terms and Conditions of collaboration are determined by and between the parties, using for this purpose the template provided in this TOF® Biosphere;

a.

Parties mutually represent, warrant and declare they have full legal and personal ability, capacity and intent to enter into a binding Contract under the TOF® Biosphere, and under their respective legal jurisdictions based on both nationality and domicile, without any legal impediment whatsoever

b.

Tattoo/Artist represents and warrants that he or she is an independent contractor, Tattoo/Artist is responsible for providing his or her own operating requirements, tools, equipment, hardware, software and other instruments or devices to enable the performance of the specified collaborative engagement and to ensure the timely and proper completion of the work or engagement without any delay or defect

Tattoo/Artist is solely responsible for compliance and solely liable for any non-compliance, with any applicable government or non-government permit, licensing, accreditation and registration requirements necessary or desirable for enabling or authorizing the collaborative activity under the TOF® Biosphere, alongside his or her personal reporting, recording and or settling of applicable taxes or duties as may now or in future be owed or required

Tattoo/Artist shall control the manner, means and details of his or her collaborative engagement performance, completion and delivery of the Art/Work subject to his or her adherence to deadlines, descriptions, other terms and conditions stipulated in writing by the parties

c.

In good faith the Parties enter into a binding Contract with the mutual intent and commitment to honor and reasonably fulfill all engagement, performance, completion, delivery and payment requirements. Obligations arising from the Contract shall have the force of law between the parties. These obligations shall be complied with in good faith

Tattoo/Artist is responsible for the safe, proper and timely creation and delivery of the Art/Work described as having been commissioned by Purchasing Member in so far as to provide, create, produce or otherwise deliver the work, goods, items, service or results stipulated in writing by the parties. Tattoo/Artist undertakes to exercise due diligence to foresee or anticipate, and thereby plan and implement such reasonable measures to ensure the timely and proper creation and delivery of the Art/Work

Purchasing Member is reciprocally responsible for adhering to the terms and conditions of the collaborative engagement undertaking to refrain or avoid any act or omission that may reasonably impede or hinder the performance of the works and creation of the Art/Work by the Tattoo/Artist

d.

The Purchasing Member may by written notice to TOF®, withdraw at will from the commission of the work without need for any cause, although it may have been commenced, indemnifying the artist for all the latter's expenses, work, and the usefulness which the Purchasing Member may obtain therefrom, and for reasonable damages

In the event of Tattoo/Artist's physical disability or incapacity to create or complete the commissioned Art/Work due to unforeseeable or unexpected situations such as illness or injury thereby hindering, impeding or preventing the timely or proper performance of his or her collaborative engagement, or exchange completion requirements, the Purchasing Member may cancel or terminate the registered Contract by written notice to TOF®

The Contract is automatically terminated upon the death of the Tattoo/Artist. In case of termination of the Contract due to such disability, incapacity or death, the Purchasing member shall pay the Tattoo/Artist, or the heirs of the Tattoo/Artist in case of death, a part of the price agreed upon, in proportion to the value of the part of the work done, and of the materials prepared, provided the latter yield some benefit to the Purchasing Member

e.

Tattoo/Artist or his or her representative designated in writing may document the Tattoo/Artist's Contract execution, implementation and consummation activity including but not limited to collection of multimedia content created throughout the collaborative engagement separately and independently of registration or recording under the TOF® Biosphere

To the full extent permitted by the applicable laws, and unless otherwise provided by Contract, the Tattoo/Artist shall own and possesses all intellectual property rights including copyright or economic rights and moral rights, to the Art/Work, throughout the entire world in perpetuity except only for the ownership and possession of the material object or digital asset created as a result of the commission of the piece of which which shall belong to the Purchasing Member

f.

The fee due to the Tattoo/Artist shall be limited to the price agreed upon in writing by the parties at the time and space of Contract execution and signing. No additional charges shall be due, except only those charges that may be subsequently agreed upon in writing by the parties

Additional charges may include but not limited to registered and mutually verified changes to the commissioned Art/Work; premium fee for expeditious Contract execution; alteration requests to Art/Work or Contract made by Purchasing Member or additional sale or provisions of products, goods, equipment, items and or services

In good faith additional charges, being detailed and categorized in writing, may be recorded at Tattoo/Artist’s reasonable discretion, subject to the written acceptance of the Purchasing Member. Upon verified acceptance, Purchasing Member assumes full responsibility and liability to settle the additional charges invoiced by the Tattoo/Artist

g.

Purchasing Member shall process the payment or transfer of the fee due to Tattoo/Artist following the verified delivery, application or receipt of the Art/Work, in accordance with the terms and conditions of the commission

Payment by the Purchasing Member shall be based on the monetary amount and currency invoiced by the Artist in accordance with the terms and conditions of the Contract. Payment shall be made by remittance of fiat currency through government licensed bank channels, unless the parties expressly provide in writing for another mode or currency payment

An electronic message sent to or posted at the TOF® Biosphere by the Purchasing Member of the completion of the Contract shall be deemed to confirm that payment of the fee due to the Tattoo/Artist has been made, where the member submits electronic documentation showing that the final or only invoice of the Tattoo/Artist has been paid, simultaneous with or subsequent to the sending or posting of the message. Purchasing Member assumes full financial responsibility and liability for the settlement of the Contract price if such settlement is verified as owed or unpaid

h.

Throughout the duration of the Contract, independently at their own expense, Purchasing Member and Tattoo/Artist are respectively understood to have adequate financial resources to discharge their contractual obligations, or otherwise obtain and maintain adequate personal insurance coverage to cover their potential contractual liabilities

Each party agrees to indemnify the other party concerned, the latter's agents and employees, against all claims, damages, losses, and expenses, including reasonable attorney's fees, that the latter may incur or suffer, resulting from or arising out of the acts or omissions involving fault or negligence in whole or in part of the former, including those acts or omissions of anyone employed by the former for whose acts or omissions it may be liable

i.

Unless otherwise agreed by the parties, the failure or delay of a party to perform any obligation under the Contract solely by reason of acts of God or nature, natural disaster, acts of government, riots, wars, accidents, force majeure, or other similar causes beyond its control, shall not be deemed to be a breach of the Contract

Notwithstanding the foregoing, the party prevented from complying with the Contract shall continue to take all actions within its power and control to comply as fully as possible with the Contract, and to use its best efforts to remove or remedy the force majeure with all reasonable dispatch. Except where the nature of the event prevents it, the party suffering the force majeure shall notify the other party of such event within two calendar days (48 hours) after its occurrence

j.

Any of the following events shall constitute a default of this Contract

i) An affirmative act of insolvency by a party or the filing by a party of a petition under any bankruptcy, reorganization, insolvency, or moratorium law, or any law for the relief of, or relating to, debtors;

ii) The filing of any involuntary petition under any bankruptcy statute against a party, or the appointment of any receiver or trustee to take possession of property of a party, unless such petition or appointment is set aside or withdrawn or ceases to be in effect within ninety (90) days of the date of such filing or appointment;

iii) A final judgment or the unappealed decision of a government regulatory officer or agency that results in temporary or permanent suspension of any permit, license, accreditation or registration, the possession of which is a prerequisite to performance by a party under applicable law;

iv) Failure to provide the service or perform the work in accordance with the material terms and conditions of the Contract, resulting to substantial delay in delivery or material defect in the Art/Work;

v) Failure to make payment in accordance with the material terms and conditions of the Contract, resulting to substantial delay in payment, total non-payment, or partial but substantial non-payment.

In case of material default or substantial delay by the Tattoo/Artist in creating or delivering the Art/Work, the Purchasing Member who is not in default or delay, shall automatically and without need for demand, be entitled to terminate the Contract and recover damages by way of indemnity

In case of substantial delay by the Purchasing Member in paying the fee due to the Tattoo/Artist, the latter shall automatically and without need for demand, be entitled to collect the unpaid fee and recover damages by way of indemnity

Neither party incurs in delay if the other party does not comply or is not ready to comply in a proper manner with what is incumbent upon the latter. From the moment one of the parties fulfills the obligations concerned, delay by the other begins

k.

The Tattoo/Artist shall execute the work in such a manner that it has the qualities agreed upon and has no defects which destroy or lessen its value or fitness for its ordinary or stipulated use. If the work is not of such quality, the Purchasing Member may require that the Tattoo/Artist remove the defect or execute another work. If the Tattoo/Artist fails to comply with this obligation, the Purchasing Member may have the defect removed or another work executed, at the reasonable cost of the Tattoo/Artist

Acceptance of the work by the Purchasing Member relieves the Tattoo/Artist of liability for any defect in the work, unless the defect is hidden and the Purchasing Member is not, by lack of special knowledge, expected to recognize the same

If, in the execution of the work, an act of the Purchasing Member is required, and the same incurs delay or fails to perform the act, the Tattoo/Artist shall be entitled to reasonable compensation

Unless the parties stipulate otherwise, the indemnity for delay in delivery shall be in the form of liquidated damages computed at the rate of 1/10 of 1% of the total value of the Contract, but shall not in any case exceed 10% of the said value

Unless the parties stipulate otherwise, the indemnity for delay in payment shall be in the form of interests computed at the rate of six percent (6%) per annum

To the full extent permitted by law, and notwithstanding anything else in this agreement, neither party shall be liable for any incidental, consequential, exemplary, punitive, indirect damages of any kind including lost profits, lost data, or costs of procuring substitute products or services, whether in an action in law, contract, quasi-contract, delict, quasi-delict or equity, or other source of legal or equitable obligation, even if such party has been advised of the possibility of such damages, except in the case of gross negligence or willful misconduct

l.

Within two days (48 hours) following the Contract’s set date and time of completion Purchasing Member must either confirm Contract closure or initiate Contract Dispute

Closed Contracts record mutually satisfactory fulfillment of the collaborative engagement or reciprocal performance of obligations

Registering Contract Dispute suspends all work activity and settlement of all outstanding billings, pending the resolution of the dispute, in accordance with the procedure established under the Contract

In case of failure by the Purchasing Member to register a Closed or Disputed Contract within two days (48 hours), following the Contract’s set date and time of completion, the Art/Work shall be deemed as timely and properly delivered and automatically authorize the settlement of all outstanding billings on behalf and for the account of the Purchasing Member

Once the settlement billing is initiated, such amount and currency necessary to settle the billings in full shall immediately be deducted or debited from the account of the Purchasing Member, without need for any further authorization

m.

Purchasing Member may authorize independent or separate Contract settlement, or the transfer payment directly to the Tattoo/Artist, even for such amounts that exceed the original or existing registered Contract’s cumulative total limits

For and up to the Contract's registered cumulative total limits, the Purchasing Member remains comprehensively and financially liable to ensure the full settlement of all outstanding billings

The process of settling billings is subject to reasonable transaction fees or processing costs which shall be for the account of the Purchasing Member

n.

In the event of discrepancy or conflict between the Contract that is written in English, and any associated contractual documentation that is written in another language, the Contract in English shall prevail

o.

If any provision of this agreement shall be void or unenforceable for any reason, such provision shall be ineffective to the extent of such voidability or unenforceability without invalidating the remaining provisions hereof, provided however, that the parties shall replace any void or unenfoceable provision by a valid or enfoceable language as comes nearest to the original provision in economic impact and intent

The provisions relating to confidentiality and remedies in case of material breach shall survive the termination of the Contract

Collaborative Hypermedia Contract Additions

-

The Terms and Conditions below are for inclusion or incorporation by reference to the collaborative hypermedia contractual documentation as independently and autonomously generated by and between the collaborating Biosphere members. Please follow this link for a walk through of the uses and meanings of the terms listed below

The purchaser, herein after referred to as "Purchasing Member", is entering into a service contract with a Body Modification Artist or creator, hereinafter referred to as "Mod/Artist", who has currently posted his or her Biosphere profile in the art/work or provider member categories. With the express objective of entering into mutually binding collaborative engagement the Purchasing Member pays for the official TOF® registration at the space and time indicated to confirm the start of the legally and contractually binding relationship between the parties

The following clauses, 7.3a to 7.3o, are incorporated by reference to the collaboration contract, read as if written into the main body of such contract and shall thereby apply to the registered collaborative hypermedia contractual documentation ("Contract"). The objective or purpose of the Contract is the creation and delivery or "Application" of the Body/Art by the Mod/Artist to the Purchasing Member. Purchasing Member shall in consideration of the creation, application or delivery, pay or transfer payment of the fee due to the Mod/Artist. The Terms and Conditions of collaboration are determined by and between the parties, using for this purpose the template provided in this TOF® Biosphere;

a.

Parties mutually represent, warrant and declare they have full legal and personal ability, capacity and intent to enter into a binding Contract under the TOF® Biosphere, and under their respective legal jurisdictions based on both nationality and domicile, without any legal impediment whatsoever

b.

Mod/Artist represents and warrants that he or she is an independent contractor, Mod/Artist is responsible for providing his or her own operating requirements, tools, equipment, hardware, software and other instruments or devices to enable the performance of the specified collaborative engagement and to ensure the timely and proper completion of the work or engagement without any delay or defect

Mod/Artist is solely responsible for compliance and solely liable for any non-compliance, with any applicable government or non-government permit, licensing, accreditation and registration requirements necessary or desirable for enabling or authorizing the collaborative activity under the TOF® Biosphere, alongside his or her personal reporting, recording and or settling of applicable taxes or duties as may now or in future be owed or required

Mod/Artist shall control the manner, means and details of his or her collaborative engagement performance, completion and delivery of the Body/Art subject to his or her adherence to deadlines, descriptions, other terms and conditions stipulated in writing by the parties

c.

In good faith the Parties enter into a binding Contract with the mutual intent and commitment to honor and reasonably fulfill all engagement, performance, completion, delivery and payment requirements. Obligations arising from the Contract shall have the force of law between the parties. These obligations shall be complied with in good faith

Mod/Artist is responsible for the safe, proper and timely creation and delivery of the Body/Art described as having been commissioned by Purchasing Member in so far as to provide, create, produce or otherwise deliver the work, goods, items, service or results stipulated in writing by the parties. Artist undertakes to exercise due diligence to foresee or anticipate, and thereby plan and implement such reasonable measures to ensure the timely and proper creation, application or delivery of the Body/Art

Purchasing Member is reciprocally responsible for adhering to the terms and conditions of the collaborative engagement undertaking to refrain or avoid any act or omission that may reasonably impede or hinder the performance of the works and creation of the Body/Art by the Mod/Artist

d.

The Purchasing Member may by written notice to TOF®, withdraw at will from the commission of the work without need for any cause, although it may have been commenced, indemnifying the Mod/Artist for all the latter's expenses, work, and the usefulness which the Purchasing Member may obtain therefrom, and for reasonable damages

In the event of Mod/Artist's physical disability or incapacity to create or complete the commissioned Body/Art due to unforeseeable or unexpected situations such as illness or injury thereby hindering, impeding or preventing the timely or proper performance of his or her collaborative engagement, or exchange completion requirements, the Purchasing Member may cancel or terminate the registered Contract by written notice to TOF®

The Contract is automatically terminated upon the death of the Artist. In case of termination of the Contract due to such disability, incapacity or death, the Purchasing member shall pay the Mod/Artist, or the heirs of the Mod/Artist in case of death, a part of the price agreed upon, in proportion to the value of the part of the work done, and of the materials prepared, provided the latter yield some benefit to the Purchasing Member

e.

Mod/Artist or his or her representative designated in writing may document the Mod/Artist's Contract execution, implementation and consummation activity including but not limited to collection of multimedia content created throughout the collaborative engagement separately and independently of registration or recording under the TOF® Biosphere

To the full extent permitted by the applicable laws, and unless otherwise provided by Contract, the Mod/Artist shall own and possesses all intellectual property rights including copyright or economic rights and moral rights, to the Body/Art, throughout the entire world in perpetuity except only for the ownership and possession of the material object or digital asset created as a result of the commission of the piece of which which shall belong to the Purchasing Member

f.

The fee due to the Mod/Artist shall be limited to the price agreed upon in writing by the parties at the time and space of Contract execution and signing. No additional charges shall be due, except only those charges that may be subsequently agreed upon in writing by the parties

Additional charges may include but not limited to registered and mutually verified changes to the commissioned Body/Art; premium fee for expeditious Contract execution; alteration requests to Body/Art or Contract made by Purchasing Member or additional sale or provisions of products, goods, equipment, items and or services

In good faith additional charges, being detailed and categorized in writing, may be recorded at Mod/Artist’s reasonable discretion, subject to the written acceptance of the Purchasing Member. Upon verified acceptance, Purchasing Member assumes full responsibility and liability to settle the additional charges invoiced by the Mod/Artist

g.

Purchasing Member shall process the payment or transfer of the fee due to Mod/Artist following the verified delivery, application or receipt of the Body/Art, in accordance with the terms and conditions of the commission

Payment by the Purchasing Member shall be based on the monetary amount and currency invoiced by the Mod/Artist in accordance with the terms and conditions of the Contract. Payment shall be made by remittance of fiat currency through government licensed bank channels, unless the parties expressly provide in writing for another mode or currency payment

An electronic message sent to or posted at the TOF® Biosphere by the Purchasing Member of the completion of the Contract shall be deemed to confirm that payment of the fee due to the Mod/Artist has been made, where the member submits electronic documentation showing that the final or only invoice of the Mod/Artist has been paid, simultaneous with or subsequent to the sending or posting of the message. Purchasing Member assumes full financial responsibility and liability for the settlement of the Contract price if such settlement is verified as owed or unpaid

h.

Throughout the duration of the Contract, independently at their own expense, Purchasing Member and Mod/Artist are respectively understood to have adequate financial resources to discharge their contractual obligations, or otherwise obtain and maintain adequate personal insurance coverage to cover their potential contractual liabilities

Each party agrees to indemnify the other party concerned, the latter's agents and employees, against all claims, damages, losses, and expenses, including reasonable attorney's fees, that the latter may incur or suffer, resulting from or arising out of the acts or omissions involving fault or negligence in whole or in part of the former, including those acts or omissions of anyone employed by the former for whose acts or omissions it may be liable

i.

Unless otherwise agreed by the parties, the failure or delay of a party to perform any obligation under the Contract solely by reason of acts of God or nature, natural disaster, acts of government, riots, wars, accidents, force majeure, or other similar causes beyond its control, shall not be deemed to be a breach of the Contract

Notwithstanding the foregoing, the party prevented from complying with the Contract shall continue to take all actions within its power and control to comply as fully as possible with the Contract, and to use its best efforts to remove or remedy the force majeure with all reasonable dispatch. Except where the nature of the event prevents it, the party suffering the force majeure shall notify the other party of such event within two calendar days (48 hours) after its occurrence

j.

Any of the following events shall constitute a default of this Contract

i) An affirmative act of insolvency by a party or the filing by a party of a petition under any bankruptcy, reorganization, insolvency, or moratorium law, or any law for the relief of, or relating to, debtors;

ii) The filing of any involuntary petition under any bankruptcy statute against a party, or the appointment of any receiver or trustee to take possession of property of a party, unless such petition or appointment is set aside or withdrawn or ceases to be in effect within ninety (90) days of the date of such filing or appointment;

iii) A final judgment or the unappealed decision of a government regulatory officer or agency that results in temporary or permanent suspension of any permit, license, accreditation or registration, the possession of which is a prerequisite to performance by a party under applicable law;

iv) Failure to provide the service or perform the work in accordance with the material terms and conditions of the Contract, resulting to substantial delay in delivery or material defect in the Body/Art;

v) Failure to make payment in accordance with the material terms and conditions of the Contract, resulting to substantial delay in payment, total non-payment, or partial but substantial non-payment.

In case of material default or substantial delay by the Mod/Artist in creating or delivering the Body/Art, the Purchasing Member who is not in default or delay, shall automatically and without need for demand, be entitled to terminate the Contract and recover damages by way of indemnity

In case of substantial delay by the Purchasing Member in paying the fee due to the Mod/Artist, the latter shall automatically and without need for demand, be entitled to collect the unpaid fee and recover damages by way of indemnity

Neither party incurs in delay if the other party does not comply or is not ready to comply in a proper manner with what is incumbent upon the latter. From the moment one of the parties fulfills the obligations concerned, delay by the other begins

k.

The Mod/Artist shall execute the work in such a manner that it has the qualities agreed upon and has no defects which destroy or lessen its value or fitness for its ordinary or stipulated use. If the work is not of such quality, the Purchasing Member may require that the Mod/Artist remove the defect or execute another work. If the Mod/Artist fails to comply with this obligation, the Purchasing Member may have the defect removed or another work executed, at the reasonable cost of the Mod/Artist

Acceptance of the work by the Purchasing Member relieves the Mod/Artist of liability for any defect in the work, unless the defect is hidden and the Purchasing Member is not, by lack of special knowledge, expected to recognize the same

If, in the execution of the work, an act of the Purchasing Member is required, and the same incurs delay or fails to perform the act, the Mod/Artist shall be entitled to reasonable compensation

Unless the parties stipulate otherwise, the indemnity for delay in delivery shall be in the form of liquidated damages computed at the rate of 1/10 of 1% of the total value of the Contract, but shall not in any case exceed 10% of the said value

Unless the parties stipulate otherwise, the indemnity for delay in payment shall be in the form of interests computed at the rate of six percent (6%) per annum

To the full extent permitted by law, and notwithstanding anything else in this agreement, neither party shall be liable for any incidental, consequential, exemplary, punitive, indirect damages of any kind including lost profits, lost data, or costs of procuring substitute products or services, whether in an action in law, contract, quasi-contract, delict, quasi-delict or equity, or other source of legal or equitable obligation, even if such party has been advised of the possibility of such damages, except in the case of gross negligence or willful misconduct

l.

Within two days (48 hours) following the Contract’s set date and time of completion Purchasing Member must either confirm Contract closure or initiate Contract Dispute

Closed Contracts record mutually satisfactory fulfillment of the collaborative engagement or reciprocal performance of obligations

Registering Contract Dispute suspends all work activity and settlement of all outstanding billings, pending the resolution of the dispute, in accordance with the procedure established under the Contract

In case of failure by the Purchasing Member to register a Closed or Disputed Contract within two days (48 hours), following the Contract’s set date and time of completion, the Body/Art shall be deemed as timely and properly delivered and automatically authorize the settlement of all outstanding billings on behalf and for the account of the Purchasing Member

Once the settlement billing is initiated, such amount and currency necessary to settle the billings in full shall immediately be deducted or debited from the account of the Purchasing Member, without need for any further authorization

m.

Purchasing Member may authorize independent or separate Contract settlement, or the transfer payment directly to the Mod/Artist, even for such amounts that exceed the original or existing registered Contract’s cumulative total limits

For and up to the Contract's registered cumulative total limits, the Purchasing Member remains comprehensively and financially liable to ensure the full settlement of all outstanding billings

The process of settling billings is subject to reasonable transaction fees or processing costs which shall be for the account of the Purchasing Member

n.

In the event of discrepancy or conflict between the Contract that is written in English, and any associated contractual documentation that is written in another language, the Contract in English shall prevail

o.

If any provision of this agreement shall be void or unenforceable for any reason, such provision shall be ineffective to the extent of such voidability or unenforceability without invalidating the remaining provisions hereof, provided however, that the parties shall replace any void or unenfoceable provision by a valid or enfoceable language as comes nearest to the original provision in economic impact and intent

The provisions relating to confidentiality and remedies in case of material breach shall survive the termination of the Contract

Collaborative Hypermedia Contract Additions

-

The Terms and Conditions below are for inclusion or incorporation by reference to the collaborative hypermedia contractual documentation as independently and autonomously generated by and between the collaborating Biosphere members. Please follow this link for a walk through of the uses and meanings of the terms listed below

The purchaser, herein after referred to as "Purchasing Member", is entering into a service contract with a Performance Artist hereinafter referred to as "PRFM/Artist", who has currently posted his or her Biosphere profile in the art/work or provider member categories. With the express objective of entering into mutually binding collaborative engagement the Purchasing Member pays for the official TOF® registration at the space and time indicated to confirm the start of the legally and contractually binding relationship between the parties

The following clauses, 7.4a to 7.4o, are incorporated by reference to the collaboration contract, read as if written into the main body of such contract and shall thereby apply to the registered collaborative hypermedia contractual documentation ("Contract"). The objective or purpose of the Contract is the creation and delivery or "Performance" of the Work by the PRFM/Artist to the Purchasing Member. Purchasing Member shall in consideration of the creation and delivery, pay or transfer payment of the fee due to the PRFM/Artist. The Terms and Conditions of collaboration are determined by and between the parties, using for this purpose the template provided in this TOF® Biosphere;

a.

Parties mutually represent, warrant and declare they have full legal and personal ability, capacity and intent to enter into a binding Contract under the TOF® Biosphere, and under their respective legal jurisdictions based on both nationality and domicile, without any legal impediment whatsoever

b.

PRFM/Artist represents and warrants that he or she is an independent contractor, PRFM/Artist is responsible for providing his or her own operating requirements, tools, equipment, hardware, software and other instruments or devices to enable the performance of the specified collaborative engagement and to ensure the timely and proper completion of the work or engagement without any delay or defect

PRFM/Artist is solely responsible for compliance and solely liable for any non-compliance, with any applicable government or non-government permit, licensing, accreditation and registration requirements necessary or desirable for enabling or authorizing the collaborative activity under the TOF® Biosphere, alongside his or her personal reporting, recording and or settling of applicable taxes or duties as may now or in future be owed or required

PRFM/Artist shall control the manner, means and details of his or her collaborative engagement performance, completion and delivery of the Work subject to his or her adherence to deadlines, descriptions, other terms and conditions stipulated in writing by the parties 

c.

In good faith the Parties enter into a binding Contract with the mutual intent and commitment to honor and reasonably fulfill all engagement, performance, completion, delivery and payment requirements. Obligations arising from the Contract shall have the force of law between the parties. These obligations shall be complied with in good faith

PRFM/Artist is responsible for the safe, proper and timely creation and delivery of the Performance described as having been commissioned by Purchasing Member in so far as to provide, create, produce or otherwise deliver the work, goods, items, service or results stipulated in writing by the parties. PRFM/Artist undertakes to exercise due diligence to foresee or anticipate, and thereby plan and implement such reasonable measures to ensure the timely and proper creation and delivery of the Work

Purchasing Member is reciprocally responsible for adhering to the terms and conditions of the collaborative engagement undertaking to refrain or avoid any act or omission that may reasonably impede or hinder the performance of the works and creation of the Work by the PRFM/Artist

d.

The Purchasing Member may by written notice to TOF®, withdraw at will from the commission of the work without need for any cause, although it may have been commenced, indemnifying the PRFM/Artist for all the latter's expenses, work, and the usefulness which the Purchasing Member may obtain therefrom, and for reasonable damages

In the event of PRFM/Artist's physical disability or incapacity to create or complete the commissioned Work due to unforeseeable or unexpected situations such as illness or injury thereby hindering, impeding or preventing the timely or proper performance of his or her collaborative engagement, or exchange completion requirements, the Purchasing Member may cancel or terminate the registered Contract by written notice to TOF®

The Contract is automatically terminated upon the death of the PRFM/Artist. In case of termination of the Contract due to such disability, incapacity or death, the Purchasing Member shall pay the PRFM/Artist, or the heirs of the PRFM/Artist in case of death, a part of the price agreed upon, in proportion to the value of the part of the work done, and of the materials prepared, provided the latter yield some benefit to the Purchasing Member

e.

PRFM/Artist or his or her representative designated in writing may document the PRFM/Artist's Contract execution, implementation and consummation activity including but not limited to collection of multimedia content created throughout the collaborative engagement separately and independently of registration or recording under the TOF® Biosphere

To the full extent permitted by the applicable laws, and unless otherwise provided by Contract, the PRFM/Artist shall own and possesses all intellectual property rights including copyright or economic rights and moral rights, to the Work, throughout the entire world in perpetuity except only for the ownership and possession of the material object or digital asset created as a result of the commission of the piece of which which shall belong to the Purchasing Member

f.

The fee due to the PRFM/Artist shall be limited to the price agreed upon in writing by the parties at the time and space of Contract execution and signing. No additional charges shall be due, except only those charges that may be subsequently agreed upon in writing by the parties

Additional charges may include but not limited to registered and mutually verified changes to the commissioned Work; premium fee for expeditious Contract execution; alteration requests to Work or Contract made by Purchasing Member or additional sale or provisions of products, goods, equipment, items and or services

In good faith additional charges, being detailed and categorized in writing, may be recorded at PRFM/Artist’s reasonable discretion, subject to the written acceptance of the Purchasing Member. Upon verified acceptance, Purchasing Member assumes full responsibility and liability to settle the additional charges invoiced by the PRFM/Artist

g.

Purchasing Member shall process the payment or transfer of the fee due to PRFM/Artist following the verified delivery and receipt of the Work, in accordance with the terms and conditions of the commission

Payment by the Purchasing Member shall be based on the monetary amount and currency invoiced by the PRFM/Artist in accordance with the terms and conditions of the Contract. Payment shall be made by remittance of fiat currency through government licensed bank channels, unless the parties expressly provide in writing for another mode or currency payment

An electronic message sent to or posted at the TOF® Biosphere by the Purchasing Member of the completion of the Contract shall be deemed to confirm that payment of the fee due to the PRFM/Artist has been made, where the member submits electronic documentation showing that the final or only invoice of the PRFM/Artist has been paid, simultaneous with or subsequent to the sending or posting of the message. Purchasing Member assumes full financial responsibility and liability for the settlement of the Contract price if such settlement is verified as owed or unpaid

h.

Throughout the duration of the Contract, independently at their own expense, Purchasing Member and PRFM/Artist are respectively understood to have adequate financial resources to discharge their contractual obligations, or otherwise obtain and maintain adequate personal insurance coverage to cover their potential contractual liabilities

Each party agrees to indemnify the other party concerned, the latter's agents and employees, against all claims, damages, losses, and expenses, including reasonable attorney's fees, that the latter may incur or suffer, resulting from or arising out of the acts or omissions involving fault or negligence in whole or in part of the former, including those acts or omissions of anyone employed by the former for whose acts or omissions it may be liable

i.

Unless otherwise agreed by the parties, the failure or delay of a party to perform any obligation under the Contract solely by reason of acts of God or nature, natural disaster, acts of government, riots, wars, accidents, force majeure, or other similar causes beyond its control, shall not be deemed to be a breach of the Contract

Notwithstanding the foregoing, the party prevented from complying with the Contract shall continue to take all actions within its power and control to comply as fully as possible with the Contract, and to use its best efforts to remove or remedy the force majeure with all reasonable dispatch. Except where the nature of the event prevents it, the party suffering the force majeure shall notify the other party of such event within two calendar days (48 hours) after its occurrence

j.

Any of the following events shall constitute a default of this Contract

i) An affirmative act of insolvency by a party or the filing by a party of a petition under any bankruptcy, reorganization, insolvency, or moratorium law, or any law for the relief of, or relating to, debtors;

ii) The filing of any involuntary petition under any bankruptcy statute against a party, or the appointment of any receiver or trustee to take possession of property of a party, unless such petition or appointment is set aside or withdrawn or ceases to be in effect within ninety (90) days of the date of such filing or appointment;

iii) A final judgment or the unappealed decision of a government regulatory officer or agency that results in temporary or permanent suspension of any permit, license, accreditation or registration, the possession of which is a prerequisite to performance by a party under applicable law;

iv) Failure to provide the service or perform the work in accordance with the material terms and conditions of the Contract, resulting to substantial delay in delivery or material defect in the Work;

v) Failure to make payment in accordance with the material terms and conditions of the Contract, resulting to substantial delay in payment, total non-payment, or partial but substantial non-payment.

In case of material default or substantial delay by the PRFM/Artist in creating or delivering the Work, the Purchasing Member who is not in default or delay, shall automatically and without need for demand, be entitled to terminate the Contract and recover damages by way of indemnity

In case of substantial delay by the Purchasing Member in paying the fee due to the PRFM/Artist, the latter shall automatically and without need for demand, be entitled to collect the unpaid fee and recover damages by way of indemnity

Neither party incurs in delay if the other party does not comply or is not ready to comply in a proper manner with what is incumbent upon the latter. From the moment one of the parties fulfills the obligations concerned, delay by the other begins

k.

The PRFM/Artist shall execute the work in such a manner that it has the qualities agreed upon and has no defects which destroy or lessen its value or fitness for its ordinary or stipulated use. If the work is not of such quality, the Purchasing Member may require that the PRFM/Artist remove the defect or execute another work. If the PRFM/Artist fails to comply with this obligation, the Purchasing Member may have the defect removed or another work executed, at the reasonable cost of the PRFM/Artist

Acceptance of the Work by the Purchasing Member relieves the PRFM/Artist of liability for any defect in the work, unless the defect is hidden and the Purchasing Member is not, by lack of special knowledge, expected to recognize the same

If, in the execution of the work, an act of the Purchasing Member is required, and the same incurs delay or fails to perform the act, the PRFM/Artist shall be entitled to reasonable compensation

Unless the parties stipulate otherwise, the indemnity for delay in delivery shall be in the form of liquidated damages computed at the rate of 1/10 of 1% of the total value of the Contract, but shall not in any case exceed 10% of the said value

Unless the parties stipulate otherwise, the indemnity for delay in payment shall be in the form of interests computed at the rate of six percent (6%) per annum

To the full extent permitted by law, and notwithstanding anything else in this agreement, neither party shall be liable for any incidental, consequential, exemplary, punitive, indirect damages of any kind including lost profits, lost data, or costs of procuring substitute products or services, whether in an action in law, contract, quasi-contract, delict, quasi-delict or equity, or other source of legal or equitable obligation, even if such party has been advised of the possibility of such damages, except in the case of gross negligence or willful misconduct

l.

Within two days (48 hours) following the Contract’s set date and time of completion Purchasing Member must either confirm Contract closure or initiate Contract Dispute

Closed Contracts record mutually satisfactory fulfillment of the collaborative engagement or reciprocal performance of obligations

Registering Contract Dispute suspends all work activity and settlement of all outstanding billings, pending the resolution of the dispute, in accordance with the procedure established under the Contract

In case of failure by the Purchasing Member to register a Closed or Disputed Contract within two days (48 hours), following the Contract’s set date and time of completion, the Work shall be deemed as timely and properly delivered and automatically authorize the settlement of all outstanding billings on behalf and for the account of the Purchasing Member

Once the settlement billing is initiated, such amount and currency necessary to settle the billings in full shall immediately be deducted or debited from the account of the Purchasing Member, without need for any further authorization

m.

Purchasing Member may authorize independent or separate Contract settlement, or the transfer payment directly to the PRFM/Artist, even for such amounts that exceed the original or existing registered Contract’s cumulative total limits

For and up to the Contract's registered cumulative total limits, the Purchasing Member remains comprehensively and financially liable to ensure the full settlement of all outstanding billings

The process of settling billings is subject to reasonable transaction fees or processing costs which shall be for the account of the Purchasing Member

n.

In the event of discrepancy or conflict between the Contract that is written in English, and any associated contractual documentation that is written in another language, the Contract in English shall prevail

o.

If any provision of this agreement shall be void or unenforceable for any reason, such provision shall be ineffective to the extent of such voidability or unenforceability without invalidating the remaining provisions hereof, provided however, that the parties shall replace any void or unenfoceable provision by a valid or enfoceable language as comes nearest to the original provision in economic impact and intent

The provisions relating to confidentiality and remedies in case of material breach shall survive the termination of the Contract 

Collaborative Hypermedia Contract Additions

-

The Terms and Conditions below are for inclusion or incorporation by reference to the collaborative hypermedia contractual documentation as independently and autonomously generated by and between the collaborating Biosphere members. Please follow this link for a walk through of the uses and meanings of the terms listed below

The purchaser, herein after referred to as "Purchasing Member", is entering into a service contract with a Model hereinafter referred to as "Model", who has currently posted his or her Biosphere profile in the art/work or provider member categories. With the express objective of entering into mutually binding collaborative engagement the Purchasing Member pays for the official TOF® registration at the space and time indicated to confirm the start of the legally and contractually binding relationship between the parties

The following clauses, 7.5a to 7.5o, are incorporated by reference to the collaboration contract, read as if written into the main body of such contract and shall thereby apply to the registered collaborative hypermedia contractual documentation ("Contract"). The objective or purpose of the Contract is the creation and delivery or "Performance" of the Work by the Model to the Purchasing Member. Purchasing Member shall in consideration of the creation and delivery, pay or transfer payment of the fee due to the Model. The Terms and Conditions of collaboration are determined by and between the parties, using for this purpose the template provided in this TOF® Biosphere;

a.

Parties mutually represent, warrant and declare they have full legal and personal ability, capacity and intent to enter into a binding Contract under the TOF® Biosphere, and under their respective legal jurisdictions based on both nationality and domicile, without any legal impediment whatsoever

b.

Model represents and warrants that he or she is an independent contractor, Model is responsible for providing his or her own operating requirements, tools, equipment, hardware, software and other instruments or devices to enable the performance of the specified collaborative engagement and to ensure the timely and proper completion of the Work or engagement without any delay or defect

Model is solely responsible for compliance and solely liable for any non-compliance, with any applicable government or non-government permit, licensing, accreditation and registration requirements necessary or desirable for enabling or authorizing the collaborative activity under the TOF® Biosphere, alongside his or her personal reporting, recording and or settling of applicable taxes or duties as may now or in future be owed or required

Model shall control the manner, means and details of his or her collaborative engagement performance, completion and delivery of the Work subject to his or her adherence to deadlines, descriptions, other terms and conditions stipulated in writing by the parties 

c.

In good faith the Parties enter into a binding Contract with the mutual intent and commitment to honor and reasonably fulfill all engagement, performance, completion, delivery and payment requirements. Obligations arising from the Contract shall have the force of law between the parties. These obligations shall be complied with in good faith

Model is responsible for the safe, proper and timely creation and delivery of the Work described as having been commissioned by Purchasing Member in so far as to provide, create, produce or otherwise deliver the work, goods, items, service or results stipulated in writing by the parties. Model undertakes to exercise due diligence to foresee or anticipate, and thereby plan and implement such reasonable measures to ensure the timely and proper creation and delivery of the Work

Purchasing Member is reciprocally responsible for adhering to the terms and conditions of the collaborative engagement undertaking to refrain or avoid any act or omission that may reasonably impede or hinder the performance of the works and creation of the Work by the Model

d.

The Purchasing Member may by written notice to TOF®, withdraw at will from the commission of the work without need for any cause, although it may have been commenced, indemnifying the Model for all the latter's expenses, work, and the usefulness which the Purchasing Member may obtain therefrom, and for reasonable damages

In the event of Model's physical disability or incapacity to create or complete the commissioned Work due to unforeseeable or unexpected situations such as illness or injury thereby hindering, impeding or preventing the timely or proper performance of his or her collaborative engagement, or exchange completion requirements, the Purchasing Member may cancel or terminate the registered Contract by written notice to TOF®

The Contract is automatically terminated upon the death of the Model. In case of termination of the Contract due to such disability, incapacity or death, the Purchasing Member shall pay the Model, or the heirs of the Model in case of death, a part of the price agreed upon, in proportion to the value of the part of the work done, and of the materials prepared, provided the latter yield some benefit to the Purchasing Member

e.

Model or his or her representative designated in writing may document the Model's Contract execution, implementation and consummation activity including but not limited to collection of multimedia content created throughout the collaborative engagement separately and independently of registration or recording under the TOF® Biosphere

To the full extent permitted by the applicable laws, and unless otherwise provided by Contract, the Model shall own and possesses all intellectual property rights including copyright or economic rights and moral rights, to the Work, throughout the entire world in perpetuity except only for the ownership and possession of the material object or digital asset created as a result of the commission of the piece of which which shall belong to the Purchasing Member

f.

The fee due to the Model shall be limited to the price agreed upon in writing by the parties at the time and space of Contract execution and signing. No additional charges shall be due, except only those charges that may be subsequently agreed upon in writing by the parties

Additional charges may include but not limited to registered and mutually verified changes to the commissioned Work; premium fee for expeditious Contract execution; alteration requests to Work or Contract made by Purchasing Member or additional sale or provisions of products, goods, equipment, items and or services

In good faith additional charges, being detailed and categorized in writing, may be recorded at Model’s reasonable discretion, subject to the written acceptance of the Purchasing Member. Upon verified acceptance, Purchasing Member assumes full responsibility and liability to settle the additional charges invoiced by the Model

g.

Purchasing Member shall process the payment or transfer of the fee due to Model following the verified delivery and receipt of the Work, in accordance with the terms and conditions of the commission

Payment by the Purchasing Member shall be based on the monetary amount and currency invoiced by the Model in accordance with the terms and conditions of the Contract. Payment shall be made by remittance of fiat currency through government licensed bank channels, unless the parties expressly provide in writing for another mode or currency payment

An electronic message sent to or posted at the TOF® Biosphere by the Purchasing Member of the completion of the Contract shall be deemed to confirm that payment of the fee due to the Model has been made, where the member submits electronic documentation showing that the final or only invoice of the Model has been paid, simultaneous with or subsequent to the sending or posting of the message. Purchasing Member assumes full financial responsibility and liability for the settlement of the Contract price if such settlement is verified as owed or unpaid

h.

Throughout the duration of the Contract, independently at their own expense, Purchasing Member and Model are respectively understood to have adequate financial resources to discharge their contractual obligations, or otherwise obtain and maintain adequate personal insurance coverage to cover their potential contractual liabilities

Each party agrees to indemnify the other party concerned, the latter's agents and employees, against all claims, damages, losses, and expenses, including reasonable attorney's fees, that the latter may incur or suffer, resulting from or arising out of the acts or omissions involving fault or negligence in whole or in part of the former, including those acts or omissions of anyone employed by the former for whose acts or omissions it may be liable

i.

Unless otherwise agreed by the parties, the failure or delay of a party to perform any obligation under the Contract solely by reason of acts of God or nature, natural disaster, acts of government, riots, wars, accidents, force majeure, or other similar causes beyond its control, shall not be deemed to be a breach of the Contract

Notwithstanding the foregoing, the party prevented from complying with the Contract shall continue to take all actions within its power and control to comply as fully as possible with the Contract, and to use its best efforts to remove or remedy the force majeure with all reasonable dispatch. Except where the nature of the event prevents it, the party suffering the force majeure shall notify the other party of such event within two calendar days (48 hours) after its occurrence

j.

Any of the following events shall constitute a default of this Contract

i) An affirmative act of insolvency by a party or the filing by a party of a petition under any bankruptcy, reorganization, insolvency, or moratorium law, or any law for the relief of, or relating to, debtors;

ii) The filing of any involuntary petition under any bankruptcy statute against a party, or the appointment of any receiver or trustee to take possession of property of a party, unless such petition or appointment is set aside or withdrawn or ceases to be in effect within ninety (90) days of the date of such filing or appointment;

iii) A final judgment or the unappealed decision of a government regulatory officer or agency that results in temporary or permanent suspension of any permit, license, accreditation or registration, the possession of which is a prerequisite to performance by a party under applicable law;

iv) Failure to provide the service or perform the work in accordance with the material terms and conditions of the Contract, resulting to substantial delay in delivery or material defect in the Work;

v) Failure to make payment in accordance with the material terms and conditions of the Contract, resulting to substantial delay in payment, total non-payment, or partial but substantial non-payment.

In case of material default or substantial delay by the Model in creating or delivering the Work, the Purchasing Member who is not in default or delay, shall automatically and without need for demand, be entitled to terminate the Contract and recover damages by way of indemnity

In case of substantial delay by the Purchasing Member in paying the fee due to the Model, the latter shall automatically and without need for demand, be entitled to collect the unpaid fee and recover damages by way of indemnity

Neither party incurs in delay if the other party does not comply or is not ready to comply in a proper manner with what is incumbent upon the latter. From the moment one of the parties fulfills the obligations concerned, delay by the other begins

k.

The Model shall execute the work in such a manner that it has the qualities agreed upon and has no defects which destroy or lessen its value or fitness for its ordinary or stipulated use. If the Work is not of such quality, the Purchasing Member may require that the Model remove the defect or execute another work. If the Model fails to comply with this obligation, the Purchasing Member may have the defect removed or another work executed, at the reasonable cost of the Model

Acceptance of the work by the Purchasing Member relieves the Model of liability for any defect in the work, unless the defect is hidden and the Purchasing Member is not, by lack of special knowledge, expected to recognize the same

If, in the execution of the work, an act of the Purchasing Member is required, and the same incurs delay or fails to perform the act, the Model shall be entitled to reasonable compensation

Unless the parties stipulate otherwise, the indemnity for delay in delivery shall be in the form of liquidated damages computed at the rate of 1/10 of 1% of the total value of the Contract, but shall not in any case exceed 10% of the said value

Unless the parties stipulate otherwise, the indemnity for delay in payment shall be in the form of interests computed at the rate of six percent (6%) per annum

To the full extent permitted by law, and notwithstanding anything else in this agreement, neither party shall be liable for any incidental, consequential, exemplary, punitive, indirect damages of any kind including lost profits, lost data, or costs of procuring substitute products or services, whether in an action in law, contract, quasi-contract, delict, quasi-delict or equity, or other source of legal or equitable obligation, even if such party has been advised of the possibility of such damages, except in the case of gross negligence or willful misconduct

l.

Within two days (48 hours) following the Contract’s set date and time of completion Purchasing Member must either confirm Contract closure or initiate Contract Dispute

Closed Contracts record mutually satisfactory fulfillment of the collaborative engagement or reciprocal performance of obligations

Registering Contract Dispute suspends all work activity and settlement of all outstanding billings, pending the resolution of the dispute, in accordance with the procedure established under the Contract

In case of failure by the Purchasing Member to register a Closed or Disputed Contract within two days (48 hours), following the Contract’s set date and time of completion, the Work shall be deemed as timely and properly delivered and automatically authorize the settlement of all outstanding billings on behalf and for the account of the Purchasing Member

Once the settlement billing is initiated, such amount and currency necessary to settle the billings in full shall immediately be deducted or debited from the account of the Purchasing Member, without need for any further authorization

m.

Purchasing Member may authorize independent or separate Contract settlement, or the transfer payment directly to the Model, even for such amounts that exceed the original or existing registered Contract’s cumulative total limits

For and up to the Contract's registered cumulative total limits, the Purchasing Member remains comprehensively and financially liable to ensure the full settlement of all outstanding billings

The process of settling billings is subject to reasonable transaction fees or processing costs which shall be for the account of the Purchasing Member

n.

In the event of discrepancy or conflict between the Contract that is written in English, and any associated contractual documentation that is written in another language, the Contract in English shall prevail

o.

If any provision of this agreement shall be void or unenforceable for any reason, such provision shall be ineffective to the extent of such voidability or unenforceability without invalidating the remaining provisions hereof, provided however, that the parties shall replace any void or unenfoceable provision by a valid or enfoceable language as comes nearest to the original provision in economic impact and intent

The provisions relating to confidentiality and remedies in case of material breach shall survive the termination of the Contract

Collaborative Hypermedia Contract Additions

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The Terms and Conditions below are for inclusion or incorporation by reference to the collaborative hypermedia contractual documentation as independently and autonomously generated by and between the collaborating Biosphere members. Please follow this link for a walk through of the uses and meanings of the terms listed below

The purchaser, herein after referred to as "Purchasing Member", is entering into a service contract with a Venue hereinafter referred to as "Venue", who has currently posted his or her Biosphere profile in the service or provider member category. With the express objective of entering into mutually binding collaborative engagement the Purchasing Member pays for the official TOF® registration at the space and time indicated to confirm the start of the legally and contractually binding relationship between the parties

The following clauses, 7.6a to 7.6o, are incorporated by reference to the collaboration contract, read as if written into the main body of such contract and shall thereby apply to the registered collaborative hypermedia contractual documentation ("Contract"). The objective or purpose of the Contract is the creation and delivery or "Facilitation" of the Reservation by the Venue to the Purchasing Member. Purchasing Member shall in consideration of the service and or Facilitation, pay or transfer payment of the fee due to the Venue. The Terms and Conditions of collaboration are determined by and between the parties, using for this purpose the template provided in this TOF® Biosphere;

a.

Parties mutually represent, warrant and declare they have full legal and personal ability, capacity and intent to enter into a binding Contract under the TOF® Biosphere, and under their respective legal jurisdictions based on both nationality and domicile, without any legal impediment whatsoever

b.

Venue represents and warrants that he or she is an independent contractor, Venue is responsible for providing his or her own operating requirements, tools, equipment, hardware, software and other instruments or devices to enable the performance of the specified collaborative engagement and to ensure the timely and proper completion of the Reservation or engagement without any delay or defect

Venue is solely responsible for compliance and solely liable for any non-compliance, with any applicable government or non-government permit, licensing, accreditation and registration requirements necessary or desirable for enabling or authorizing the collaborative activity under the TOF® Biosphere, alongside his or her personal reporting, recording and or settling of applicable taxes or duties as may now or in future be owed or required

Venue shall control the manner, means and details of his or her collaborative engagement performance, completion or Facilitation of the Reservation subject to his or her adherence to deadlines, descriptions, other terms and conditions stipulated in writing by the parties

c.

In good faith the Parties enter into a binding Contract with the mutual intent and commitment to honor and reasonably fulfill all engagement, performance, completion, delivery and payment requirements. Obligations arising from the Contract shall have the force of law between the parties. These obligations shall be complied with in good faith

Venue is responsible for the safe, proper and timely Facilitation of the Reservation described as having been commissioned by Purchasing Member in so far as to provide, create, produce or otherwise deliver the work, goods, items, location, service or results stipulated in writing by the parties. Venue undertakes to exercise due diligence to foresee or anticipate, and thereby plan and implement such reasonable measures to ensure the timely and proper Facilitation of the Reservation

Purchasing Member is reciprocally responsible for adhering to the terms and conditions of the collaborative engagement undertaking to refrain or avoid any act or omission that may reasonably impede or hinder Facilitation of the Reservation by the Venue

d.

The Purchasing Member may by written notice to TOF®, withdraw at will from the commission of the work without need for any cause, although it may have been commenced, indemnifying the artist for all the latter's expenses, work, and the usefulness which the Purchasing Member may obtain therefrom, and for reasonable damages

In the event of Venue's physical disability or incapacity to create or complete or Facilitate the commissioned Reservation due to unforeseeable or unexpected situations such as illness or injury thereby hindering, impeding or preventing the timely or proper performance of his or her collaborative engagement, or exchange completion requirements, the Purchasing Member may cancel or terminate the registered Contract by written notice to TOF®

The Contract is automatically terminated upon the death of the Venue. In case of termination of the Contract due to such disability, incapacity or death, the Purchasing member shall pay the Venue, or the heirs of the Venue in case of death, a part of the price agreed upon, in proportion to the value of the part of the work or Reservation done, and of the materials prepared, provided the latter yield some benefit to the Purchasing Member

e.

Purchasing Member or his or her representative designated in writing may document the Reservation's Contract execution, implementation and consummation activity including but not limited to collection of multimedia content created throughout the collaborative engagement separately and independently of registration or recording under the TOF® Biosphere

To the full extent permitted by the applicable laws, and unless otherwise provided by Contract, the Purchasing Member shall own and possesses all intellectual property rights including copyright or economic rights and moral rights, to the Reservation, throughout the entire world in perpetuity

f.

The fee due to the Venue shall be limited to the price agreed upon in writing by the parties at the time and space of Contract execution and signing. No additional charges shall be due, except only those charges that may be subsequently agreed upon in writing by the parties

Additional charges may include but not limited to registered and mutually verified changes to the commissioned Reservation; premium fee for expeditious Contract execution; alteration requests to the Reservation or Contract made by Purchasing Member or additional sale or provisions of products, goods, equipment, items and or services

In good faith additional charges, being detailed and categorized in writing, may be recorded at Venue’s reasonable discretion, subject to the written acceptance of the Purchasing Member. Upon verified acceptance, Purchasing Member assumes full responsibility and liability to settle the additional charges invoiced by the Venue

g.

Purchasing Member shall process the payment or transfer of the fee due to Venue following the verified delivery, Facilitation or completion of the Reservation, in accordance with the terms and conditions of the commission

Payment by the Purchasing Member shall be based on the monetary amount and currency invoiced by the Venue in accordance with the terms and conditions of the Contract. Payment shall be made by remittance of fiat currency through government licensed bank channels, unless the parties expressly provide in writing for another mode or currency payment

An electronic message sent to or posted at the TOF® Biosphere by the Purchasing Member of the completion of the Contract shall be deemed to confirm that payment of the fee due to the Venue has been made, where the member submits electronic documentation showing that the final or only invoice of the Venue has been paid, simultaneous with or subsequent to the sending or posting of the message. Purchasing Member assumes full financial responsibility and liability for the settlement of the Contract price if such settlement is verified as owed or unpaid

h.

Throughout the duration of the Contract, independently at their own expense, Purchasing Member and Venue are respectively understood to have adequate financial resources to discharge their contractual obligations, or otherwise obtain and maintain adequate personal insurance coverage to cover their potential contractual liabilities

Each party agrees to indemnify the other party concerned, the latter's agents and employees, against all claims, damages, losses, and expenses, including reasonable attorney's fees, that the latter may incur or suffer, resulting from or arising out of the acts or omissions involving fault or negligence in whole or in part of the former, including those acts or omissions of anyone employed by the former for whose acts or omissions it may be liable

i.

Unless otherwise agreed by the parties, the failure or delay of a party to perform any obligation under the Contract solely by reason of acts of God or nature, natural disaster, acts of government, riots, wars, accidents, force majeure, or other similar causes beyond its control, shall not be deemed to be a breach of the Contract

Notwithstanding the foregoing, the party prevented from complying with the Contract shall continue to take all actions within its power and control to comply as fully as possible with the Contract, and to use its best efforts to remove or remedy the force majeure with all reasonable dispatch. Except where the nature of the event prevents it, the party suffering the force majeure shall notify the other party of such event within two calendar days (48 hours) after its occurrence

j.

Any of the following events shall constitute a default of this Contract

i) An affirmative act of insolvency by a party or the filing by a party of a petition under any bankruptcy, reorganization, insolvency, or moratorium law, or any law for the relief of, or relating to, debtors;

ii) The filing of any involuntary petition under any bankruptcy statute against a party, or the appointment of any receiver or trustee to take possession of property of a party, unless such petition or appointment is set aside or withdrawn or ceases to be in effect within ninety (90) days of the date of such filing or appointment;

iii) A final judgment or the unappealed decision of a government regulatory officer or agency that results in temporary or permanent suspension of any permit, license, accreditation or registration, the possession of which is a prerequisite to performance by a party under applicable law;

iv) Failure to provide the service or perform the work in accordance with the material terms and conditions of the Contract, resulting to substantial delay in delivery or material defect in the Reservation;

v) Failure to make payment in accordance with the material terms and conditions of the Contract, resulting to substantial delay in payment, total non-payment, or partial but substantial non-payment.

In case of material default or substantial delay by the Venue in creating or Facilitating the Reservation, the Purchasing Member who is not in default or delay, shall automatically and without need for demand, be entitled to terminate the Contract and recover damages by way of indemnity

In case of substantial delay by the Purchasing Member in paying the fee due to the Venue, the latter shall automatically and without need for demand, be entitled to collect the unpaid fee and recover damages by way of indemnity

Neither party incurs in delay if the other party does not comply or is not ready to comply in a proper manner with what is incumbent upon the latter. From the moment one of the parties fulfills the obligations concerned, delay by the other begins

k.

The Venue shall execute the Reservation in such a manner that it has the qualities agreed upon and has no defects which destroy or lessen its value or fitness for its ordinary or stipulated use. If the work is not of such quality, the Purchasing Member may require that the Venue remove the defect or execute another work. If the Venue fails to comply with this obligation, the Purchasing Member may have the defect removed or another work executed, at the reasonable cost of the Venue

Acceptance of the Reservation by the Purchasing Member relieves the Venue of liability for any defect in the work, unless the defect is hidden and the Purchasing Member is not, by lack of special knowledge, expected to recognize the same

If, in the execution of the Reservation, an act of the Purchasing Member is required, and the same incurs delay or fails to perform the act, the Venue shall be entitled to reasonable compensation

Unless the parties stipulate otherwise, the indemnity for delay in delivery shall be in the form of liquidated damages computed at the rate of 1/10 of 1% of the total value of the Contract, but shall not in any case exceed 10% of the said value

Unless the parties stipulate otherwise, the indemnity for delay in payment shall be in the form of interests computed at the rate of six percent (6%) per annum

To the full extent permitted by law, and notwithstanding anything else in this agreement, neither party shall be liable for any incidental, consequential, exemplary, punitive, indirect damages of any kind including lost profits, lost data, or costs of procuring substitute products or services, whether in an action in law, contract, quasi-contract, delict, quasi-delict or equity, or other source of legal or equitable obligation, even if such party has been advised of the possibility of such damages, except in the case of gross negligence or willful misconduct

l.

Within two days (48 hours) following the Contract’s set date and time of completion Purchasing Member must either confirm Contract closure or initiate Contract Dispute

Closed Contracts record mutually satisfactory fulfillment of the collaborative engagement or reciprocal performance of obligations

Registering Contract Dispute suspends all work activity and settlement of all outstanding billings, pending the resolution of the dispute, in accordance with the procedure established under the Contract

In case of failure by the Purchasing Member to register a Closed or Disputed Contract within two days (48 hours), following the Contract’s set date and time of completion, the Reservation shall be deemed as timely and properly delivered or Facilitated and automatically authorize the settlement of all outstanding billings on behalf and for the account of the Purchasing Member

Once the settlement billing is initiated, such amount and currency necessary to settle the billings in full shall immediately be deducted or debited from the account of the Purchasing Member, without need for any further authorization

m.

Purchasing Member may authorize independent or separate Contract settlement, or the transfer payment directly to the Venue, even for such amounts that exceed the original or existing registered Contract’s cumulative total limits

For and up to the Contract's registered cumulative total limits, the Purchasing Member remains comprehensively and financially liable to ensure the full settlement of all outstanding billings

The process of settling billings is subject to reasonable transaction fees or processing costs which shall be for the account of the Purchasing Member

n.

In the event of discrepancy or conflict between the Contract that is written in English, and any associated contractual documentation that is written in another language, the Contract in English shall prevail

o.

If any provision of this agreement shall be void or unenforceable for any reason, such provision shall be ineffective to the extent of such voidability or unenforceability without invalidating the remaining provisions hereof, provided however, that the parties shall replace any void or unenfoceable provision by a valid or enfoceable language as comes nearest to the original provision in economic impact and intent

The provisions relating to confidentiality and remedies in case of material breach shall survive the termination of the Contract