terms of service

There's no objective definition of perfect, yet there may be perfect for you. We do not judge. We do not wish to track how or why choices were made. That is your business. Not ours.

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TOF® facilitates private contract creation, immutable and anonymized ownership control accounting as well as a range of associated digital security service functions. All TOF® services are initiated to safeguard member's autonomous defining and achievement of collaborative engagement or exchange

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TOF® aims to protect member's privacy and enable anonymized, blockchain enhanced secure accounting which includes various types of formal registrations only made available for actual participants recall implementation

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As such may pertain to member data or activities, at all times and to the fullest extents permissible by law, The Other Fruit® emphatically refuses to comply with information requests made by immigration, tax or similar government departments. TOF® does not publicize private collaborations. TOF® does not disclose working locations or any similar information securely held within member contracts

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Terms of service incorporate the member User Agreement ("Terms"), and constitute a legal contract between yourself and The Other Fruit® (also referred to as “TOF®” and written in the first-person as “we”, “our” or “us” herein), part of HUMATION LTD which is a limited company with offices on the 9th Floor, 33 Des Voeux Road, Central, Hong Kong and further contactable by emailing [[email protected]] or [[email protected]] or [[email protected]]

Terms define your utilization TOF® mobile applications, web-applications, The Other Blockchain® and all platforms or websites including any TOF® associated service, function and current or future offering which are herein collectively referred to as Biosphere (“Biosphere”). Biosphere profile account owners constitute distinct, identifiable and single individuals, whom may herein after also be referred to as “you”, “your”, “yourself” or “yourselves, with following Terms pertaining directly to each

TOF® operates and maintains a members-only, self-organizing digital Biosphere. TOF® facilitates and secures use of Real-World Smart Contracts® as cryptography founded, decentralized enhancements to confidential contractually enforced, privately controlled functional methods of collaborative engagement, exchange and completion guarantee accounting. TOF® utilizes double blind accounting methodologies to thereby generate anonymized immutable entries on The Other Blockchain® and or across external distributed ledger networks

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At member's private, autonomous discretion such anonymized blockchain entries, created from select Biosphere numerical data, are made permanently available for participant recall implementation. TOF® implements anonymized distributed ledger technologies so as to create immutable engagement and comprehensive agreement accounting thereby enhancing self-directed, independent, ad-hoc disclosure of collaborative engagement or exchange as made possible by and between actual collaborative participants. At all times your use of Biosphere or any TOF® related service function is understood to be factual and lawful

TOF® services, functions and platforms are purely digital. TOF® service offerings include but are not limited to guarantees and enacted financial protection protocols. We may implement multiple member-ordered transaction capacities so as to register various protections pertaining to self-defined, independently enacted terms and conditions of conduct including but not limited to participant's responsibilities alongside the confidential blockchain ledger enhanced accounting of real world, tangible or off platform collaboration and achievement

TOF® services, roles and responsibilities are specified throughout the range of contractual stipulations, orders and functions available for your purchase. All Biosphere purchases are direct between yourself and The Other Fruit®. Biosphere services and functions may have no bearing on the tangible completion of collaborative engagement or exchange entered into by yourself including delivery of physical items, condition or performance or receipt of commissioned offerings and or products including potential lack thereof

TOF® is unable to monitor every kind of member activity. To the fullest extents permissible by law TOF® takes no responsibility for your Biosphere actions including any and all tangible repercussions as may now or in future potentially be claimed as deriving therefrom. We recommend that prospective and or potential collaborators individually conduct their own independent research so as to ascertain the veracity, accuracy, authenticity and or reputation of members and services prior to registered collaboration

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By owning and or operating your Biosphere profile account you consent to receive communications from TOF® as well as various types of service notifications. Biosphere is provided for use "as is". TOF® makes no representations or warranties, neither express nor implied, of any kind. We reserve the right, at our sole discretion, to adjust any wordings in this document from time to time and will openly post such updates

last updated on December 2nd, 2018

a. Members are over 18 years old

b. TOF® is a members only digital service

c. Members maintain full ongoing ability and capacity to enter into contract

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i. TOF® does not hold any deposits

ii. We are not a common carrier nor public utility

iii. You may utilize any available alias as your Biosphere display name

iv. You may settle completion and payment independently, in any registered manner as mutually agreed

v. You are able to purchase blockchain enhanced copyright ownership registrations of files and multimedia via The Other Blockchain®

vi. Intellectual property, copyrights and all associated titles, interests or rights to owned or generated content may be individually billed or sold in collaboration

vii. Ratings, feedback or reviews may only be formulated and recorded following direct, first-hand experiences subsequent to collaboration closure

viii. TOF® endeavors to make no conclusions as to subjectively professed ‘quality’ or ‘popularity’ and or ‘reputation’ of you, your work, art/work, services and or offerings

ix. TOF® services and Biosphere are maintained so as to securely enable private achievement of eclectic artistic pursuits as may independently be envisioned, promoted, reserved and or performed throughout the TOF® community

x. TOF® facilitates a range of self-determined, independently enacted financial as well as legally binding contractual functions so as to allow the autonomous, sovereign utilization of confidentially executed collaborative engagement and or exchange contractual documentation and your privately held accounting thereof

xi. We enable Biosphere profile account ownership for members to display pertinent skill-sets, services, offerings, functional areas of expertise, professions, training, experiences, hobbies, occupations or the like provided that such is continually deemed as relevantly applicable within established Biosphere categories

Applicability is determined as that which may be reasonably and objectively verified in that each offering, service or invite to engage in collaborative engagement or exchange activities constitutes a genuine, actual benefit to members

xii. ANY BIOSPHERE MEMBER OR PROFILE ACCOUNT SUFFICIENTLY EVIDENCED AS HAVING BEEN CREATED, MANAGED OR MAINTAINED FOR THE SOLE PURPOSES OF COLLECTING, GATHERING OR OTHERWISE COLLATING OTHER MEMBER’S PERSONAL INFORMATION AND OR LOCATION DATA MAY BE IMMEDIATELY BARRED FROM TOF®

PROFILE OWNERS FOUND TO BE IN VIOLATION OF ANY PRIVACY RESTRICTION AS CONTAINED HEREIN MAY BE REFUSED FUTURE BIOSPHERE ACCESS AS WELL AS PERSONALLY LIABLE FOR PROSECUTION INCLUDING BUT NOT LIMITED TO CLAIMS FOR RESTITUTION AND OR CONSEQUENTIAL DAMAGES, INCONVENIENCES, REPARATIONS AS WELL AS ALL POSSIBLY APPLICABLE SUBSEQUENT CATEGORIES WITHOUT LIMITATION. SUCH PROCEEDINGS WILL BE CONDUCTED IN EITHER OR BOTH CIVIL AND CRIMINAL COURTS AND VIOLATORS WILL BE FORCEFULLY PURSUED TO THE FULLEST EXTENTS PERMISSIBLE BY LAW

a. You define collaboration, engagement and exchange

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i. TOF® takes no commissions

ii. TOF® offers contract documentation purchases, digital financial functions and anonymized blockchain registrations. TOF® services are purely digital

iii. Biosphere members define and control collaborative engagements, conduct and or exchange under their self-defined conditions

iv. You select any available choice of transfer methods, mediums or channels during your exchanges with, to or from TOF®

v. A Biosphere profile account is automatically presumed as being actively operated from its owner's set or currently detailed home country and or otherwise specified current location

vi. Collaborative engagements and exchanges, including working locations, may be selected or otherwise set to any position, locale and or region in the world, at your discretion and responsibility

vii. Member's financial transactions to or with TOF® are direct and one-way. Each such transaction is specified as being conducted by one Biosphere member whom is further acting, through financial exchange, in a Purchasing Member capacity

viii. TOF® enforces registered contractual documentation's terms and conditions and or comparable registered transaction orders in accordance with and up to said function's quantified, authorized financial limits

Following Purchasing Member's registered order any financial or monetary function set for processing is always specified as and subject to full immediate execution, deduction, transfer and or withdrawal by TOF® on Purchasing Member's behalf

ix. All TOF® service processing fees, such as registration, are billed once and calculated directly in accordance with the value or amounts as specified

Such processing fees and or transaction charges billed to a Purchasing Member may only be considered successfully ordered with subsequent, to be executed functions and or protections pending being provided so long as that both purchase option of such have in tandem with a formal TOF® order verification both been made available to and exchanged through registered order with Purchasing Member via use of their owned, activated Biosphere member profile account

x. To secure or otherwise register collaborative engagement or exchange participation in self-determined, contractual, legally binding collaboration activities you may authorize financial transaction and or other such monetary functions to be executed by TOF® on your behalf

Each registered collaborative engagement and or exchange related set of registered contractual documentation further necessarily constitutes your personal acceptance, legal binding to and comprehensive financial liability for various and significant roles, responsibilities, risks, liabilities, detriments and obligations as found within such documentation's stipulated terms and conditions

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b. For Sale, Open Collaborations & Open Commissions Pins

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i. At creating member's discretion, pins may be placed anywhere on Biosphere's global map

ii. Specified for concurrent display, pins within any category may contain or depict multiple visual references with multimedia content

iii. Pins appear within the ascribed geographical location for the duration of the set time, until expiry or removal by controlling member

iv. Irrespective of location and or display duration, all pin types and categories are free for activated members to upload. Activated members incur no costs for single or multiple pin creations

v. Content, details or any form of information either contained or implied throughout all pins have been entirely generated, defined by and remain relevant solely to the individual posting, uploading controlling member

vi. Pins are considered promotional so far as displaying the potential reference to future and possible forms or types of collaborative engagement or exchange

Pins may not be considered agreements, contracts or containing sufficiently detailed material terms so as to constitute any contractual obligation nor binding relationship. Pins have no presupposition of inherently transpiring commercial activity, promises or manifestations of mutual consideration, consent, ascent or the like

vii. By way of example pins may outline ideal commissions; desired services; possible sale results; existing inventories of items or products; artistic projects or concepts; descriptions of envisioned future events; artistic endeavors that are as yet to materialize in any shape or form; packaged product or service offerings; preset services; listings of possible content copyright and or intellectual property for sale; a conceived or perceived description of a member's 'ideal' envisioned collaborative commission; a desired collaborative service; descriptions or speculations of possible future collaborative exchange; display of any existing item or product; specification of member availability to or for future artistic endeavors; offerings or descriptions of envisioned future artistic and or collaborative events and or exchange; an outline of concepts intended as future artistic creations and or collaborative performances; open calls for member feedback or participation and the like

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c. Collaborative Hypermedia Contractual Documentation, Contracts

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i. Contracts may entail time specific transactions and or functions including but not limited to financial conversions or exchange ordered to be executed or conducted by TOF® for or on behalf of a Purchasing Member

ii. By default contracts are set for independent completion and payment

In the event of unilateral cancellation, irrespective of cessation time instigated, any registered contract may result in a loss of monies to such cancelling participant

iii. Registered orders, transactions and contracts are privately recorded in controlling and or participant member's personal Biosphere accounts as well as confidentially anonymized on The Other Blockchain® to thereby form dual, immutable, time-stamped sets of legally significant verification and or authentication

iv. A contract's governing jurisdiction, court of law and or where applicable comparable and or influential overseeing formal institutions can be freely set by collaborative participants including but not limited to a more broad assignment to either participant's preferred country, location or geographic region

v. Bilaterally determined by and between activated Biosphere members, whom have the full abilities and capacities to enter into contract, registered contracts form manifestations of mutual assent which convey actual intention, roles, responsibilities, risks and conduct assignments each having been sufficiently detailed to participant's joint satisfaction

vi. Should the guarantee function be available and chosen for enactment, contract registration then additionally acts as confirmation Purchasing Member actively holds control of sufficient financial funds, totals or amounts of monies which can become immediately available so as to reasonably and fully transfer such as may relate to associated paid collaborative engagement or exchange roles and responsibilities

vii. Bearing identified participant's unique keys and electronic personal signature equivalents, registered contracts represent complete and legal binding to sets of formalized agreements which therein stipulate complete integration of associated writings and or otherwise conveyed requirements being necessary in order to achieve successful collaborative engagement or exchange completion

These agreements further detail risks, obligations and liabilities which are directly relevant to participant's so as to guide collaborative engagement or exchange conduct before, throughout and following various forms of interaction

viii. Contracts are purchased by Purchasing Member following complete, reasonable, considered and recorded bargaining of all material terms and conditions contained therein

Registered contracts thereby constitute specific and binding assignment of legal detriment to collaborative participants precisely in the manners stipulated. Contract generation communications as well as pertinent participant content exchanges can be included as supportive and or formative contractual documentation stipulating applicable terms and conditions

ix. In the event of Dispute, disagreement resolution requests and or formalized disagreement investigation proceedings - as instigated by registered participant(s) - such action requests enable registered contractual documentation possibly containing private and or personal information along with immutable supportive confidential verification references on The Other Blockchain® and or other reference entries likewise anonymized across external distributed ledger technologies to be used in assisting third party legal pursuance including final decisions about full contract settlement billing, rulings, litigation, adjudication, arbitration and or mediation as may be requested

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d. Use of Biosphere

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i. A member may select either general or corporate categories

ii. Unless expressly permitted by TOF® to do otherwise, a provider may manage and or operate within no more than one distinct membership category

iii. Unless expressly permitted by TOF® to do otherwise, an artist or creator may manage and or operate no more than three distinct membership categories

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

i. Must NOT

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a.Initiate unwanted contact or otherwise generate spam;

b. Willfully proceed with any activity that may violate pertinent laws or legislation;

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

d. Disrupt, impede or otherwise infringe on any other profile owner’s rights or well-being;

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

f. Falsely advertise, promote, share or otherwise market any item, good, product, offering, service, treatment and or procedure;

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

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

i. Promote any work or service that is not in your active control or ability to fully complete and or by any reasonable definition otherwise satisfactorily supply;

j. Take any action that may slow, damage or in any way hinder Biosphere functioning, applications, sites, API's and or associated services as may be implemented;

k. Share contact details such as personal telephone numbers or email contact details with other TOF® community members for any other purpose or requirement outside of registered Biosphere collaborative engagement completion;

l. Request, suggest, insinuate or plan to actually complete engagements, performance or work with any current or previous Biosphere profile owner outside of and or otherwise 'off of registered contract' from those as purchased via Biosphere;

m. Dilute or damage The Other Fruit®, HUMATION, Real-World Smart Contract® (RWSC®) and or The Other Blockchain®’s name, image or reputation through unauthorized use of brand names, content, systems, technologies, company structures and or to any associated services.

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ii. You are solely responsible, both now and in future, for continued adherence with your local or regional pertinent laws, legislation, tax requirements as well as your tangible conduct including any and all repercussions that may be claimed as deriving therefrom

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iii. Should you violate any term, engagement requirement, code of conduct or similar formally registered engagement condition you thereby admit knowledge of such violation and consequently hold TOF® harmless from any perceived or tangible liability

a. Overview

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i. Your Biosphere postings and communications must be lawful

ii. You are personally liable and responsible for your Biosphere activity including uploaded content

iii. Wherever you so choose, your Biosphere account must be at least temporarily set to one specific geographical location

iv. Openly generated content is visible to other, non-blocked Biosphere member profiles and or visible on the Biosphere's global map

v. Inter-member Biosphere communication is authorized and only commences following acceptance of specified provider’s, artist’s and or creator’s terms including collaborative engagement financial minimums as have therein been independently, openly quantified

vi. TOF® may have no definitive or conclusive knowledge of participant's tangible or real world conduct. This includes but is not limited to participant working locations; contract completion requirements; engagement valuations; pending or processed payment amounts; independently performed or arranged transfers; mediums or modes of exchange and or wallet use. It is possible that all such activities and details may be known only to and by you and or accessible between you and or associated participants in collaborative engagement or exchange

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b. Your Biosphere activity, from postings and communications to content

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i. All Biosphere postings, content and communications are to the best of your knowledge and understanding honest, complete and factual

ii. You may not use, share, copy or otherwise disseminate any Biosphere content which you do not actively hold intellectual property rights and or copyrights to

iii. You determine and take full responsibility for the authenticity of your uploaded content, Biosphere activity as well as any use or disclosure of personally identifiable information

iv. Biosphere account profile owners declare each possess suitable authority with sole intellectual property rights or sufficient active authorizations to any and all content uploaded throughout

v. You may not transmit or convey any content or communications which are knowingly fake, fraudulent, copied, deceptive, defamatory, libelous and or offensive with the classification of which being determined at TOF®’s sole discretion

vi. Activity intended specifically for TOF® community display, submitted open content and or any data appearing as or otherwise becoming searchable by member accounts may likewise appear throughout Biosphere search results. It is possible that this searchable or open content can be shared by non-blocked members, possibly off Biosphere, and or potentially indexed by search engines or the like

vii. Throughout Biosphere engagement or use you maintain that you have full capacity, authority and ability to enter into and execute binding contract

In other words you maintain that you have no physical, mental nor financial restriction that could actually or potentially adversely affect, prohibit or in anyway hinder your defining of and then faithfully as well as reasonably successfully fulfilling collaborative engagement and exchange as well as any related service completion performance or conduct requirements exactly in the manners, methods or modes you may now or in future agree to or define

You likewise declare sufficient physical and financial capacities so as to autonomously, satisfactorily, timely and reasonably fulfill all collaborative engagement or exchange conduct and or performance requirements as you may personally be responsible and liable for

a. Reviews

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i. Reviews, feedback and or connections reflect one profile owner’s individual and personal opinions, tastes or preferences

ii. Member reviews reflect subjective experiences as having arisen from completed, registered collaborative engagement or exchange

iii. A recorded review is purely in relation to participant's singular, closed, completed, discrete registered collaborative engagement or exchange

Members have no facility to and may not ‘rate’ each other in any general or abstract sense

iv. Reviews are enabled for documentation of subjective summaries wholly pertaining to registered collaborative engagements or exchange

These are considered accurate only in so far as representing the truncated or compressed extracts of subjective interpretations as may have been directly experienced by participants

v. It is expected that Biosphere reviews, connections and similar feedback are to the best of the reviewer's knowledge and understanding both honest as well as contain no purposefully inflammatory, bigoted, spiteful statements or the like

Classification of inappropriate, inflammatory, bigoted, spiteful and or similarly restricted comment types remain classifiable at TOF®'s sole discretion

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b. TOF® does not endorse members

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i. Activated status indicates that an account profile owner has securely and successfully recorded relevant personal identity and or financial documentation

ii. Displayed or recorded inter-member connections may not inherently be taken as promotion and or as any indication of quality, reliability or veracity of associated members

iii. Written feedback, reviews, ratings and other similar member-submitted evaluations are collected and recorded

TOF® reserves all rights to share such limited and typically non-personally identifying summary data as received should such be deemed appropriately reasonable and or should we believe that the sharing of such generalized data would be of benefit to the TOF® community

iv. At our sole discretion and without forewarning TOF® reserves the right to immediately terminate any Biosphere member profile as well as prohibit account owner’s future access 

We may do so to any member sufficiently evidenced to be in manipulation of the review, connection or rating systems and or to those who have conducted activity that is deemed to be in violation of any Biosphere term or code of conduct

To the fullest extents permissible by law, TOF® and our employees and agents including any authorized representative accepts no liability nor responsibility from such restriction as may be imposed including but not limited to any claimed, tangible or intangible losses or damages from profile owner's Biosphere account deletion and or ongoing exclusion or imposed inability to access TOF® services 

a. Confidential, blockchain enhanced copyright ownership registration

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i. Copyright ownership is initially assumed and accorded for content uploaded to Biosphere

ii. Content ownership claims are initially registered through TOF® accounting

Then by assignment of randomize, innominate code such registration is confidentially doubly recorded on distributed ledger technologies and using The Other Blockchain® or through implementation of TOF® owned decentralized applications [DAPPs] across various networks

iii. If selected for inclusion, a 400x400px thumbnail image of content registered as being copyright protected can be displayed on such registration's dedicated HTTPS, URL results page enabled on The Other Blockchain® displayed through [TheOtherFruit.io]. Please click here to view an example

IPFS encryption decentralizes hosting and recall. Download access is granted to registered owners through use of a unique cryptographic, multihash [key] which is delivered in addition to block-creation details and confirmation of the dedicated URL creation. From either The Other Blockchain® and or IPFS networks this IPFS key thereby permits full file download following confirmation of authenticity

iv. Presently The Other Blockchain® is able to create HTTPS, DDOS dedicated URL results pages and IPFS encryption with unique download hashtags provided to the owner for decentralized download access of their content in the following file types;

.TXT Plain Text File; .RTF Rich Text Format File; .AIF Audio Interchange File Format; .IFF Interchange File Format; .M3U Media Playlist File; .M4A MPEG-4 Audio File; .MID MIDI File; .MP3 MP3 Audio File; .MPA MPEG-2 Audio File; .WAV WAVE Audio File; .WMA Windows Media Audio File; .3G2 3GPP2 Multimedia File; .3GP 3GPP Multimedia File; .ASF Advanced Systems Format File; .AVI Audio Video Interleave File; .FLV Animate Video File; .M4V iTunes Video File; .MOV Apple QuickTime Movie; .MP4 MPEG-4 Video File; .MPG MPEG Video File; .RM RealMedia File; .SRT SubRip Subtitle File; .SWF Shockwave Flash Movie; .VOB DVD Video Object File; .WMV Windows Media Video File; .3DM Rhino 3D Model; .3DS 3D Studio Scene; .MAX 3ds Max Scene File; .OBJ Wavefront 3D Object File; .AI Adobe Illustrator File; .EPS Encapsulated PostScript File; .PS PostScript File; .SVG Scalable Vector Graphics File; .BMP Bitmap Image File; .DDS DirectDraw Surface; .GIF Graphical Interchange Format File; .JPG JPEG Image; .PNG Portable Network Graphic; .PSD Adobe Photoshop Document; .PSPIMAGE PaintShop Pro Image; .TGA Targa Graphic; .THM Thumbnail Image File; .TIF Tagged Image File; .TIFF Tagged Image File Format; .YUV YUV Encoded Image File; .SVG Scalable Vector Graphics File; .INDD Adobe InDesign Document; .DWG AutoCAD Drawing Database File; .DXF Drawing Exchange Format File; .INDD Adobe InDesign Document; .PCT Picture File and .PDF Portable Document Format File

v. TOF® may further cross-reference all registered copyright registration purchases thereby extending global ownership protections to Biosphere registered content owners

This may include TOF®'s performance of analysis in regards to all such registered content; claims; reviews and associated data. Additional services for such content as well as data analysis feature notifications of receipt to registered Biosphere copyright owners regarding their owned content's possible external copyright infringements as well as TOF®'s private use of custom digital identification tools so as to identify possible or attempted copyright violations to or of registered content

Any such TOF® performed registered content search and or comparisons are visually based and does not publicly share nor release personally identifiable information nor any usage or rights, interests and or titles to registered content ownership

Copyright registrations, claims and select Biosphere activity is confidentially blockchain secured using anonymized, innominate coded entries thereby permitting relevant owner's to implement or disclose data reference recall and implementation at their personal, autonomous and independent discretion

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b. Your classifying and sales of your intellectual property [IP]

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i. Registered IP Sales Contracts, agreements and or IP specified collaborative engagements or exchange may be individually formulated by and between activated members

ii. IP rights to owned or controlled content's use may be segmented from, assigned, transferred and sold entirely apart from all other registered collaborative engagements and exchange completion requirements

iii. In the absence of a registered IP Sales Contract the receiving collaborative participant, also otherwise known as the Purchasing Member, is typically granted personal and non-commercial use, viewing or enjoyment of content as resulting from private collaborative engagements and or exchange

iv. IP and or copyright ownership with associated title, rights and interests documentation must first be verified in order for content copyright ownership to be held as successfully transferred and newly assigned

Registered completion of an IP Sales Contract is typically one necessary precursor of achieving documentation as to owned content's IP and or copyrights, titles and or interests being transferable by participant in such assignment

v. IP usage rights, titles, interest, copyright, commercial utilization, inclusion, exclusion as well as participant ownership assignment and transfer of any newly generated content as resulting from registered collaborative engagement or exchange completion may also be sold by the specified owning or controlling participant in separately registered contracts which themselves may pertain to or include entirely distinct, separate collaborative participants

vi. Ownership assignment specifications to any recordings; documentation of sessions; documentation of performances; photographs of work and all similarly classified content as arising from collaborative engagement or exchange either may or may not be included as required or part of completion within initial registered contract

As deriving or resulting from collaborative engagement or exchange generated content's intellectual property, copyright ownership, titles or interests thereto can at no charge be specified for transfer assignment at the artist’s, creator’s, seller’s and provider’s discretion. Content's intellectual property, copyright ownership, titles or interests inevitably remain fully subject to appropriate limitations and or reasonable stipulations as specified throughout pertinent contractual terms, conditions and communications

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c. Presuming ownership of content

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i. Intellectual property, copyright ownership, titles, rights or interests to Biosphere content either uploaded, created throughout collaboration and or derived therefrom is specified by default as belonging to the collaborative participant operating within the producing or creator member category

Most commonly this assignment is by default specified as not belonging to the Purchasing Member unless otherwise contractually stipulated

ii. Biosphere member's personal or direct ownership of content's intellectual property, copyright ownership, titles or interest can be initially registered, recorded, filed and secured through TOF®

This process further includes automatic ascription by TOF® in relation to a range of generalized and regionally specific copyright protections, enhancing said content owner's claim to rightful authorship and or control claims which are further detailed throughout pertinent registered documentation

iii. Artist, creator and or provider Biosphere membership categories constitute producing and or creating membership classifications. When uploading content to Biosphere the producing or creating memberships types have automatic assignment of copyright and intellectual property rights presumed as being inherently held

This most frequently and broadly applies to members uploading content in the artist, creator, seller or provider member category profiles who in turn are believed to be the sole controllers of such content's intellectual property, copyright ownership, titles or interests therein

In good faith, tentative and preliminary intellectual property as well as copyright ownership assignment is performed by TOF® under the assumption that the uploading profile owner actively possesses full rights to such due to their control of said content, as partially evidenced by their successful uploading into or through Biosphere

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d. Utilizing your copyright registration

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i. TOF® cannot verify or predict the usability, impact nor legal influence copyright ownership registration, certification or associated documentation may carry particularly during its presentation in legal proceedings within unknown jurisdictions

ii. TOF® is neither liable nor responsible for involvement or participation in any legal proceedings and or similar actions as may in part or full pertain to external legal, judicial or formal intellectual property and or copyright content ownership claims or actions as may now or in future be independently initiated by current or former members

iii. TOF® endeavors to maintain the most accurate and full accounting of all transactions including confidentially securing immutable, anonymized blockchain records for owner's private, autonomous recall implementation via The Other Blockchain® as well as from across various distributed ledger technologies and or networks as implemented

This may include content's IPFS encryption with owner's control of associated mutlihash, cryptographic [keys] as assigned

iv. Upon presentation of Biosphere verified proof of registered copyright registration purchase, TOF® may be requested to provide ownership certification specifying content's blockchain documentation data as well as presumption of intellectual property and copyright ownership which pertain to owner's claims of and to applicably registered multimedia content and or files

Such authentication or proof further indicates blockchain specific data including relevant datas unique numerical blockhash, identification processing number, transaction time-stamp and the like

v. Copyright ownership, IPFS encryption with decentralized download access, anonymized blockchain entry and associated TOF® generated registration certification is purchased with the understanding that this process and range of of digital services are conducted at TOF®’s sole discretion, convenience and judgement

These services are provided “as is” with no implied or direct warranty. TOF® nor any associated service or provider is neither liable nor responsible for any losses, damages, inconveniences due to service interruptions or the like that may attempted to be claimed

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

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a. You are an independent, self-employed, free-agent

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i. You are not our employee in any capacity or by any definition

ii. You declare that you have rights to operate within your chosen location

iii. Independently you select and implement chosen monetary payment mediums and financial transfer methods

iv. TOF® may have no knowledge of your genuine completion cost(s), actual or tangible execution and or implemented payment methods

v. You may not impose any type or form of surcharge, additional cost or fee for a Purchasing Member’s use of Biosphere, their orders, transactions and or any related billed purchases of goods or materials or services

vi. Only that which you have explicitly registered and pertains to collaborative engagement or exchange within contractual documentation as purchased through Biosphere may be attempted to be enforced by TOF®

vii. Collaborative engagements or exchange involving sessions, performances, appearances and or timed in-person interaction may require one or both participants departure from [vacating] a location within or by set schedules

viii. Members operating in an artist, creator, seller or provider category are credited full contract valuation amounts for payment, settlements, sales and or closures up to registered contract's relevant financial limits and as directly pertaining to collaborative engagements and or exchanges

ix. Contractual documentation may further privately detail member's separately recorded and independently enforced collaborative engagement or exchange completion requirements which TOF® may have no substantial, significant or direct knowledge of throughout duration of collaboration

x. In good faith, Biosphere conduct is expected to be practical, reasonable and appropriate so as to accurately, faithfully and fully complete autonomously agreed descriptions of mutual collaborative engagement or exchange including but not limited to associated completion roles whether they be blatant or implied conditions, responsibilities, roles and or duties as conveyed therein

xi. Acting as a Purchasing Member you are classified as the principle not an authorized agent, attorney or trustee for or on behalf of any other member profile owner nor for or on behalf of any other third party

As a Purchasing Member you maintain ongoing active authorization with TOF® for financial billing and monetary deductions to be made on your behalf up to quantified limits and or settlement amounts specified as applicable within registered documentation and immediately billable against any and all Biosphere registered payment methods

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b. You define and enter into collaborations

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i. Registered collaborative engagement or exchange constitutes formation of and binding to legally enforceable contract

ii. You enter into collaborative engagement or exchange entirely at your personal, independent autonomous choice and definition assuming all risks, liabilities and responsibilities each may carry

iii. You may not presume any additional understanding, duty, obligation or relationship exists between yourself and TOF® or that TOF® will enact any further function or additional service outside of those explicitly stipulated herein

iv. Collaborative contractual documentation is typically specified as within provider participant's legal jurisdiction in accordance with their set location yet all regionally pertinent legal specifications remain adjustable to participant's preference

v. As may be independently, mutually enacted between collaborative participants, financial functions including transactions registered with TOF® are strictly enacted in accordance with participant-specified registered terms and strictly quantified or otherwise monetarily valued up to concurrently registered guaranteed or conditional limitations

vi. Collaborative engagements or exchange are voluntarily as well as privately conducted by and between two or more activated Biosphere member profile owners whom are further acting as collaborative participants

Collaborations are understood to inherently be completed in the manners found within registered descriptions, conditions, terms and quantified up to tangible financial or monetary limitations as have been directly mutually agreed by participant members throughout registered contractual documentation

vii. You are always responsible for reading, understanding and adhering to the terms and conditions of registered collaborative engagement or exchange documentation including but not limited to the actual and ongoing assuming of risks and comprehensive personal financial liabilities as well as for all tangible repercussions that may either now or in future be claimed to transpire therefrom

viii. When you participate in collaborative engagement or exchange you do so with the knowledge that you are entering into and executing legally binding contracts formed or tailored according by your private agreement which also may entail you individually bearing comprehensive financial responsibilities up to and including all freely set monetary stipulations, functions and or potential future billing amounts which may be processed for immediate deduction including those yet to be claimed or as can arise throughout participation of registered collaborative engagement or exchange

ix. TOF® has no control over and cannot guarantee the reality, value, security, correctness or legitimacy of any activity, content, service, offering, product or item; the veracity or precision of any service; offering, item and or product description; member connections alongside associated reviews; activity; content and or the actions or conduct of any member; profile owner and or third party; collaborative engagement or exchange completion as may be independently determined or enacted including any associated roles or responsibilities and or tangible repercussions claimed to arise therefrom either now or in future

x. TOF® may have no access or feasible method to review and oversee registered collaborative engagement or exchange completion; work; performance; session or performance attendance; item or service or good delivery; member's conduct; tangible roles and duty requirements; participant responsibilities; blatant or implied understandings and or multiple similarly tangible collaboration particulars

TOF® may only secure or hold recordings of contractual documentation terms and conditions set with distinct supported timed functions, date dependent digital actions, blockchain verified and financially or periodic equally numerically quantifiable specific conditional collaborative engagement or exchange logic-based protections as activated members have explicitly, lawfully and formally registered through Biosphere

xi. Registered collaborative engagement and or exchange documentation can be considered potential formal contractual evidence during or throughout legal pursuance or recourse as may potentially arise. Immutably stored and confidentially available for participant-only recall implementation, Biosphere transactions including registered collaborative engagement or exchange documentation are typically reinforced through anonymized, coded entry across distributed ledger networks

Biosphere collaborative engagement or exchange contractual documentation and or participant's registered Biosphere collaboration activity may form significant, admissible evidence as to formal certifications of participant's intended or actual roles, responsibilities and subsequent legal or financial liabilities including chosen detriments stipulated therein

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c. Orders, transactions and purchased registrations

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i. Are single, direct orders of and for digital services

ii. May be verified, processed by as well as financially safeguarded through functions as set by TOF®

iii. Following dual member verification, registered contract adjustments and or edits are possible provided these have been ordered and registered sufficiently in advance

iv. Registered purchase, orders and or any initiation of TOF® services and or associated transaction declares your full prior review, understanding and acceptance of all pertinent terms and conditions

v. Potential or active collaborative engagement or exchange participants may agree to any set or range of lawful terms, conditions, preferences, requirements, duties, responsibilities, conduct and or roles during autonomous determining of successful collaborative completion

This can include most any service, treatment, performance, appearance, purchase, sale, procedure or similarly specified offering as participants may mutually have deemed appropriate

vi. Within document templates as made available for member use and possible future registered purchase artist, creator, seller, and provider members may privately stipulate a range of bespoke contractually binding collaborative engagement or exchange requirements

Registration of such may include or pertain to ascribing RWSC® ownership control with confidential innominate coded blockchain entry accounting as via TOF®'s distributed ledger technologies including but not limited to immutable, anonymized entries on The Other Blockchain®

vii. Implementation or use of provided hypermedia collaborative engagement or exchange documentation templates, contract templates, is done following sufficiently robust or full descriptions and details having been defined to the mutual satisfaction of potentially collaborative participant members enabling generated data therein, including associated documentation and or time specific financial functions as well as limits, to be collated by TOF® under a single registered agreement title

Such collated member documentation in privately, autonomously edited hypermedia cross-database form then assumes the functional role of binding legal contract verified through registered purchase

viii. Following registered purchase all collaborative engagement documentation becomes uniquely confirmed and contractually binding. Irrespective of potential material breaches as may transpire between collaborative participants, registered contract's associated financial functions potentially including time specific monetary debits or duties contained therein are possibly authorized for immediate processing, deduction or any appropriate forms of execution by TOF®

Processing guarantees as applicable to collaborative engagements or exchanges may authorize subsequent monetary transfers to be processed by TOF® which may include but are not limited to additional monetary deductions and or payments as set as being actively enforceable

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

Such supportive information, data and relevant or contractually pertinent stipulations may be derived from or pertain to, yet are not limited by, direct communications utilizing Biosphere facilitation so as to exchange content, information as conveyed, pins, postings, details and or all other promotional descriptions such as sales summaries or similar writings

Each form or type of content thus may permit but does actively contributes to the sovereign creation, ownership and completion requirements of registered contracts and contractually legally binding relationships between participants

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d. Responsibility

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i. Collaborative participant's actual ongoing, location specific legal adherence in relation to registered contract activity is unable to be monitored by us

ii. Collaborative participants are responsible for complying with all pertinent laws, legislation and regulations as may apply to their registered contracts, collaborative engagements, exchanges, roles, duties, responsibilities, agreements, undertakings, conduct and actions as well as for their tangible utilization of Biosphere and or any TOF® related service

This responsibility includes adherence with applicable conditions as contained herein and or within all owned, registered collaborative engagement or exchange documentation

iii. TOF® has no influence over, control or responsibility for member's operating, service or any similar licensing requirements nor for such license's procurement or verification

As may grant its owner legal or formal rights of professional qualification so as to perform or conduct any service, performance, treatment, offering, profession, business or the like TOF® is in no way liable for any Biosphere profile owner’s possession, lack of and or use of such licensing

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

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e. Correct information

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i. You are expected to accurately maintain your profile account information alongside all associated data

ii. Purchasing Members approve and authorize registered TOF® financial functions including transactions on or by specified timelines of processing

iii. You are responsible for entering accurate information into billing details, payment and payout channel specifications, preferences pertaining to profile settings as well as those throughout any Biosphere utilization or interaction

iv. Continued utilization of Biosphere as well as our ability to execute registered purchases, orders and transactions as you instruct will depend on you independently ensuring TOF® maintains your up to date profile and personal information

v. Contracts are entered into in good faith and presumed to be freely as well as lawfully mutually defined by and between two or more collaborative participants both of whom have, to the best of their abilities, active intentions to reasonably and safely fulfill all specified requirements, roles and responsibilities to their joint satisfaction as detailed therein

vi. Accuracy of activity requirements include ongoing full, complete and proper conveyance of registered contract completion roles, duties, responsibilities, requirements as well as only selecting appropriate, hygienic and mutually safe proposed working locations throughout

This further includes but is not limited to only proceeding in utilizing agreed venues, locations, meeting points, areas and the like during collaboration

vii. Potentially privately executable registered contract completion requirements, associated liabilities, costs, fees, charges, additional monetary detriments and or responsibilities in self-defined conditions or stipulated collaborative duties are found throughout contractual as well as associated documentation

These can be detailed or refined codes of conduct dependent on participant's privately generated, autonomously recorded, primarily written and purchased documented or exchanged communications

viii. Frequently represented by dual member certification, upon verified purchase registration collaborative participant's are bound to and by their independently created contractual documentation which collectively constitute legally enforceable conditions of conduct and may further stipulate specific financial or monetarily significant functions or responsibilities that in certain events can be executed independently by TOF® on participant's behalf

ix. Through formulation communication and subsequent purchase of registered contractual documentation, collaborative participants declare that neither has any legal, psychological, financial, public nor private limitation including any physical restriction that will, could or may potentially prevent or inhibit safe and successful completion of work, performances, appearances, delivery, offering achievement or sale fulfillment all of which may constitute completion activity as mutually defined, determined, described, outlined, detailed or otherwise contractually specified

x. You are personally responsible for the accuracy of information contained within all forms of self-generated engagement agreements, hypermedia contractual documentation, associated conditions, content and or throughout any conducted activity as well as fully responsible and liable for any and all tangible, measurable and or real world results claimed to be derived therefrom including but not limited to physical and or emotional repercussions from interactions initiated on, related to, partially or fully pertaining utilization of Biosphere or any TOF® related or associated service

xi. Participants of registered collaborative engagements or exchange acknowledge that they may receive or have access to other member's information which could relate to past, present or future products; creative works; marketing strategies; pending projects and other similar information possibly being classified as proprietary, confidential or not intended for public dissemination in any form

Collaborative participants in registered contract further agree to honor confidentiality of such proprietary information and or secrecy of information that may be exchanged which has been identified by either as not being intended for disclosure, release or dissemination to third parties

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f. You understand and acknowledge

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i. Orders, transactions or any registered TOF® service purchase may only be made by one Purchasing Member

ii. Orders, transactions and or TOF® service purchases are digital and constitute sale of innately legal, predefined services or set digital functions as pertain to formal contractual documentation and or the registration processing

iii. Registered purchases from or involving TOF® do not relate to wallet use nor transfers of any blockchain-based or fiat currency by and between individuals whom may or may not also separately be Biosphere members

iv. Registered orders, transactions and or TOF® service purchases may have no bearing on collaborative participant's engagement or exchange's privately generated contractual completion details, roles, duties, requirements and or stipulations, be they confirmed or otherwise

v. TOF® does not provide and is not liable nor responsible for any service, function or feature outside of those specifically defined, discreetly identifiable, singly and digitally processed Biosphere facilitated orders or functions as have been registered and that Purchasing Member has independently and directly requested and then registered to receive from TOF®

vi. Purchasing Member grants TOF® ongoing and lasting debit authorization so as to make immediate monetary deductions from registered payment methods on their behalf for and up to the amount(s) or limit quantified within or throughout pertinent documentation thereby enabling the processing, purchasing or transference of confirmed service results having been registered as ordered

vii. Registered orders, transactions and or TOF® service purchases may have no relation, consequence or effect on collaborative contract completion requirements, actions or collaborative participant's active or pending duties and or personal legal liabilities - all of which necessarily arise outside of TOF®’s explicitly supported, time enforced, distributed ledger technology enhanced networks, financial and or digital service functional guarantees of collaborative engagement or exchange as are herein explicitly detailed

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g. Processing fees

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i. Purchasing Member is immediately and comprehensively financially responsible for settling all processing costs or fees associated with their TOF® service purchases, transactions, orders and or associated functions

ii. Purchasing Member is immediately responsible for costs, charges and or similarly classified fees as may be associated with registered orders including transfers or movements of funds from, to, into, out of and or across Biosphere

iii. Purchasing Member may utilize transactions involving a third party such as a payment processor and or credit card merchant. Third party costs are set entirely outside of TOF®'s control

Third party processing costs, fees or similar percentages as may be demanded by and or owed to a third party recipient, processor or similar service provider may arise due to Purchasing Member's instruction or order with each thereby becoming immediately billable to Purchasing Member

Third party orders and transaction costs are entirely distinct from and separate to TOF® services, transactions and or purchases. Each are added on top of or in addition to any TOF® related registered charge

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h. Making a purchase

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i. Dual member certification may be required before registered purchase processing

ii. Currently processing charges for Biosphere related purchases and or TOF® related services are not able to be purchased through use of a wallet

iii. Participants may settle payment directly and independently at anytime throughout the duration of registered contract, this capacity is available for most forms of collaborative engagement and or exchange

iv. Dual member certification may automatically be presumed with associated verified closure registration and or settlement billing initiated by TOF® on either participant’s behalf no later than two days (48 hours), following registered contract completion date

v. Purchasing Member account owner authorizes TOF® to deduct from their payment method(s) any and all charges as specified in full, including transfer fees or charges, regardless of registered contract completion, cancellation, acceptance, settlement outcome, tangible results achieved or lack thereof

vi. A clearly indicated, quantified charge  is immediately due at time of registered contract purchase

TOF® purchases are immediately deducted from Purchasing Member's registered payment method(s). This processing charge amount is distinct from all other costs

Listed separately on associated order forms and or billing confirmation pages, processing charge billing requires Purchasing Member's secondary confirmation

vii. For specially activated and established members explicitly authorized by TOF®, at the time of registered contract purchase a processing charge amount may be selected so as to enable guarantee of future or pending collaborative engagement or exchange related transactions

This optional, selectively available guarantee amount may then be set for either immediate or later payment. This selectively available guarantee charge amount may be separate from all other costs

In such cases the guarantee service charge payable to TOF® is calculated as being 3% to 12% of total subsequently protected value

viii. Settlement amounts may be registered and formally adjusted anytime up to two days (48 hours), prior to registered contract closure or expiry

Provided dual member certification has been verified beforehand this possible adjustment may be for setting amounts higher or greater than initially registered contract totals. Registered contract total value amounts and processing charge quantification may be raised should participants implement registered adjustments

Such charges and values may however never be less than or lower to registered contract's initially established, cumulative total value

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i. Closure may be automatically processed

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i. For and up to the set total value amounts upon closure request

ii. No later than two days (48 hours), following registered completion date

iii. Upon purchases necessitating verified confirmation for transaction, payment and or billing

iv. Should no dispute, change and or adjustment have previously been initiated within a minimum of one day (24 hours), prior to registered contract completion date

v. Closure may also be automatically processed for registered purchases, processing charges, transfer charge amounts, transaction fees and the like that have been authorized

Such existing registered authorization stipulates that the deduction, movement or access to such amounts billed to or withdrawn from Purchasing Member's payment(s) method may not require the associated Biosphere profile account owner to be actively logged into or otherwise present on Biosphere for such successful processing and deduction of fees and charges

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j. Where completion involves delivery of goods, materials, products or physical items

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i. The time of receipt and or inspection may be influenced by independently utilized third party transportation, delivery and or shipping methods

ii. Within collaborative engagement or exchange it is reasonably expected that receipt and or inspection should occur no more than 40 days (960 hours), past registered contract completion date

iii. Settlement may be ordered by either participant and or automatically processed following dual member certification or Tribunal ruling at any time throughout registered contract

iv. Only as and where such is a stipulation of completion acceptance dual member verification upon physical receipt may be necessary following inspection by Purchasing Member, also known as the receiving member or receiving participant

v. Delivery and or transportation method’s reliability remains the responsibility of the sending collaborative participant, also known as provider, whom is strongly advised to purchase sufficient tracking and or delivery insurance so as to avoid potential item, good or financial loss

vi. In situations where completion acceptance is neither gained nor granted, where a product or physical item may be undelivered or evidenced as having not been received within 40 days (960 hours), following set registered contract completion date then sending or provider collaborative participant remains fully liable and responsible for any associated refunds, replacements, rescheduling and or loss

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k. Collaborators may request to cancel

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i. Should a either collaborative participant wish to cease interaction and not register a formal dispute

ii. Should either collaborative participant be reasonably considered as unreachable or unavailable for a period equal to or longer than 5 days (120 hours)

iii. Exchanged by and between collaborative participants a request for cancellation and or closure can be filed using any reasons, rational or motivation deemed appropriate and acceptable. This ad-hoc request then becoming registered following dual member certification

iv. Collaborative engagements or exchanges may be cancelled without penalty within such a time frame whereby registered contract completion inability is clearly verified due to either collaborative participant's incapacity, forced detention, sickness or accident

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l. Only registered Disputes may delay processing digital security functions

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i. Non-arrival and misrepresented are the two most common dispute categories

ii. Dispute related settlement billings may only be enacted following registered contract dispute closure, acceptance and or ruling

iii. In cases of Dispute initiation TOF® may be requested by a collaborative participant to review engagement documentation including all associated communications

iv. Non-arrival Disputes relate to situations whereby there is an evidenced lack of delivery, performance or receipt as required for successful fulfillment of registered contract completion requirements being performed in the manner stipulated

v. Misrepresented Disputes relate to situations whereby there is an evidenced lack of or failure in fulfillment of registered contract completion requirements

Misrepresented may also be applied to Disputes regarding situations wherein there exists evidenced attempts towards completion yet such attempts blatantly and significantly differ from documented descriptions

Misrepresented may likewise be efforts or actions that pose material differences from those stipulated within registered contract when reasonably, objectively compared to defined or quantified collaborative engagement or exchange completion requirements

vi. Settlement dispute constitutes situations whereby TOF® may execute financial functions on behalf of either collaborative participant

Herein completion may or may not have been conducted yet a collaborative participant has unequivocally verified their contractually specified requirements and or exchange stipulations have not been honored, initiated, conducted, nor processed either via Biosphere or through any other medium or technology or in the real world within the stated applicable time frames for execution and that such non-performed transfer or exchange was further neither completed in part or whole by participant's agent, friend, associate, representative or the like

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m. Terms enforced by TOF®

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i. Biosphere contractual documentation terms and conditions may only be considered set or otherwise considered as pending following registered purchase

ii. Functions of contractual documentation terms and conditions relate to predefined TOF® services and are purely preset in function as well as legally correlated

iii. Registered contractual documentation terms and condition functions in relation to TOF®'s actions and service extents are made explicit throughout transaction and order documentation

iv. Changes or adjustment to registered contractual documentation terms and condition functions in relation to TOF®'s actions or service extents may only be considered applicable after having been verified as successfully processed

v. In their entirety all collaboration terms and conditions enforced by TOF® pertain to independent contractual documentation registration, digitally executed function and registration services with purchase and fulfillment of such only constituting a one-way transaction or series of timed transactions between their Purchasing Member directly with TOF®

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n. Biosphere account profile owners are suggested to independently secure additional insurance protection throughout collaborative engagement or exchange. Such insurance protections may further safeguard against possible associated external costs like travel related fees, lodging 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 contract or tort or other source of legal 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

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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 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 contract or tort or other source of legal 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 contract or tort or other source of legal 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 contract or tort or other source of legal 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 contract or tort or other source of legal 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

-

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 contract or tort or other source of legal 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