TERMS & PRINCIPLES

1 Welcome to FOUNDATION™.
  The acknowledgement of our terms & conditions is a precondition of becoming a member.
  By using FOUNDATION™ (including www.foundationtm.net and its related sites, services, applications and tools) you agree to the following terms and the general principles. We may amend this Agreement at any time by posting the amended terms on our website. We will notify you through the FOUNDATION™ Message Center and/or by email. We may also ask you to acknowledge your acceptance of the User Agreement through an electronic click-through.
  Please read this page carefully, check back frequently and do not hesitate to contact us if there are any questions.
   
2 Preamble
  FOUNDATION™ is a merchant intermediary and online service provider for the art market.
  We provide various services in order to support our member in their economic and administrative needs.
   
3 Principles
  Any gallery, artist or collector can become a member of FOUNDATION™.
  Our services are focused on - but not strictly limited to - the primary art market. Transactions are limited to ticket sizes of € 15.000 or US$ 20.000. Through short term buying and re-selling of art works from the inventory of our members, FOUNDATION™ provides instant liquidity and enters openly and selectively into the sales process as a facilitating third party.
   
4 Admission & Member-Fees
  Admission is based on an online application process. The application is available upon inquiry (http://foundationtm.net/contact).
  Provided that all required information have been received a membership can be granted within 24 hrs.
4.1 The One-Time admission fee is € 160/ US$ 200.
  Once the admission fee is paid, the applicant becomes a full member. Until then the applicant will be a listed member only.
  Full members will receive a confirmation email together with a member ID. The membership fee for the first year is absorbed by the one-time admission fee.
4.2 The annual membership fee is € 120/ US$ 150.
  A membership can be cancelled by either party at any time without reason if no transactions are pending. Otherwise it is automatically extented for another year.
4.3 Levels of membership
  Members can benefit from FOUNDATION™ by becoming a patron.
  One contribution is priced € 250/ US$ 300
  Patron benefits are:
  • no admission fee.
  • priority ticket handling.
  • shares in the net profit of FOUNDATION™
   
5 FOUNDATION™ services
  a) short term acquisition and re-sale of art works.
  b) industry standard invoicing to buyers and collectors.
  c) issuing of expertises.
  d) further add on services will be introduced in early 2014
   
6 Short term acquisition & re-sale
  Once a full membership is established, members can submit their pending sales to FOUNDATION™ following our guidelines. This process is called ticketing.
6.1 Tickets & acquisition process
  A ticket is the summary of sales information regarding a particular deal between a FTM member and a collector/buyer.
  The size of the ticket correlates to the net sales price of the art work.
  We differentiate between three ticket categories:
  TS - small • TL - large • TXL - xtra large
  The minimum size for a ticket is € 1.200 / US$ 1.500
  The maximum size is € 15.000/ US$ 20.000.
  Exceptions (XL tickets) are possible upon request.
6.2 Ticket sizes & fees (http://foundationtm.net/2013/09/26/ticketing-fees)
6.3 Due diligence
  A ticket is the basis for our due diligence and within 48 hrs it will result in one of three options:
  a) approved • b) declined • c) further inquiry needed
  The procedure is selective on both sides: Both submitting a sale (by a member) and approving a ticket (by FTM) are subject to decisions by both parties and determined on a case by case basis. We establish our acceptance on our sales evaulation and the availability of funds.
   
7 Sale to collector/buyer & Industry standard invoicing
  FTM will invoice the collector/buyer 5 days after approval with payment terms of 35 days.
  We will always follow the industry's code of conduct. Information about each sale will be subject to strict care and confidentiality. The collector/buyer will be asked to pay the sales price directly to FTM.
   
8 Member data
  FOUNDATION™ will use Member Data only in order to provide the Service to Member and only as permitted by applicable law, this Agreement, and FOUNDATION™’s Confidentiality Policy. FOUNDATION™ will store the information only for the duration of the membership. We will not sell, share, rent or trade your personal information with third parties other than as disclosed within this privacy policy. Security of Information: Physical and electronic procedures have been put into place to safeguard and help prevent unauthorized access, maintain data security, and correctly use personal information. These include use of firewalls, passwords and other measures.
   
8 Confidentiality
  "Confidential Information" include sales prices, sales figures, discounts and all data that member has not made publicly available elsewhere. FOUNDATION™ may collect and use data related to such use, in an aggregate and anonymous manner, including to compile statistical and performance information related to the provision and operation of the service. Member agrees that FOUNDATION™ may use and publish such aggregate and anonymous information, provided that such information does not incorporate any Member Data and/or identify Member. FOUNDATION™ will maintain appropriate administrative, physical, and technical safeguards for protection of the security, confidentiality and integrity of Member Data.
   
8 Restriction of use
  1) We do not accept & process tickets between two galleries.
  2) We only purchase the entire claim and do not accept a partial sale of an art work.
  3) Once a seller and a buyer agreed on a transaction (sale & purchase of an art-work to an agreed price) FOUNDATION™becomes an instant and integral third party. Once agreed this is not reversable.
  4) We will not accept overhanging or already pending sales.
  5) We will only accept sales into the EWR and the US.
  6) We will only process tickets in the following currencies: Euro, US Dollars and British Pounds.
   
9 Default
  If a ticket has not been paid within 90 days we assume an impending default. FTM will confer closely with the submitting member.
  Constant communication with seller and buyer as well as contingency plans will be in place to solve these rare situations.
   
10 Code of conduct
  Once FOUNDATION™ agreed to accept a ticket and paid the gallery the face value, FOUNDATION™ owns the art-work with all rights and duties until the conditional sale has been concluded. During this period we will act in the best interest of all parties involved and follow our usual industry's code of conduct.
  Upon receipt of payment the seller is obliged to settle all possible attached claims (e.g. payment to the artist) within the standard practise period of time unless not agreed otherwise.
   
11 Insurance & Shipment
  Shipment and delivery of the artwork will remain the responsibility of the seller and subject to negotiation between seller and final recipient. Shipment can be arranged and conducted at any time. FTM must be notified by email. The seller is responsible for providing adequate insurance of the art work unless agreed otherwise.
   
12 Method of payments
  FTM will provide adequate state of the art payment gateways and offer a variety of payment possibilities like SEPA, PayPal, Neteller and all major credit cards.
   
13 Method of communication
  When you use any FOUNDATION™ service, or send e-mails to us, you are communicating with us electronically. You consent to receive communications from us electronically.
We will communicate with you by e-mail or by posting notices on our site . You agree that all agreements, notices, disclosures and other communications that we provide to you electronically satisfy any legal requirement that such communications be in writing.
   
14 Financial distress of a member
  A member agrees to notify FOUNDATION™ immediately, if said member becomes the subject of a petition in bankruptcy or any other proceeding relating to insolvency, receivership, liquidation or assignment for the benefit of creditors.
   
15 Rights & Obligations
  Subject to compliance with these Terms of Use and your payment of any applicable fees, FOUNDATION™ grants members a limited, non-exclusive, non-transferable membership to access and make personal and commercial use of the FOUNDATION™ services.
  Suspension for Non-Payment
  FOUNDATION™ may suspend Member’s access to all or any part of the Service for cause upon 10 days’ notice to Member of non-payment of any amount due hereunder if such amount remains unpaid at the expiration of such period. FOUNDATION™ will not suspend the Service while Member is disputing the applicable charges reasonably and in good faith and is cooperating diligently to resolve the dispute.
  You may not misuse FOUNDATION™ Services. You may use FOUNDATION™ Services only as permitted by law.
  Misuse of FOUNDATION™ services will result in the immediate termination of this agreement.
  Immediately upon termination or expiration of this Agreement as provided herein, Member shall cease all use of the Service.
  Retrieval of Member Data - Upon request by Member made within 30 days after the date of termination or expiration of this Agreement, FOUNDATION™ will provide Member with temporary access to the Service to retrieve, or FOUNDATION™ will provide Member with copies of, all Member Data then in its possession or control. After such 30-day period, FOUNDATION™ shall have no obligation to maintain or provide any Member Data and shall thereafter, unless legally prohibited, delete all Member Data in its systems or otherwise in its possession or control.
  FOUNDATION™ reserve all rights to take legal actions if evidence of unlawful and/or fraudulent conduct occurs.
   
16 Governing law & Jurisdiction
  To the maximum extent permitted by law, this Agreement shall be governed by the laws of the Federal Republic of Germany, Frankfurt am Main without reference to conflicts of law principles, and both parties hereby consent to the exclusive jurisdiction and venue of courts in the Federal Republic of Germany, Frankfurt am Main in all disputes arising out of or relating to the use of the Service. Use of the Service is unauthorized in any jurisdiction that does not give effect to all provisions of this Agreement, including without limitation this paragraph.
  You will only be permitted to seek relief (including monetary, injunctive, and declaratory relief) on an individual basis.
   
17 Force Majeure
  Neither party shall be responsible for failure or delay of performance if caused by: an act of war, hostility, or sabotage; act of God; electrical, internet, or telecommunication outage that is not caused by the obligated party; government restrictions (including the denial or cancellation of any export or other license); or other event outside the reasonable control of the obligated party. Each party will use reasonable efforts to mitigate the effect of a force majeure event.
   
18 Intellectual Property Rights
  FOUNDATION™ owns and retains all copyrights in the FOUNDATION™ content. The FOUNDATION™ content may not be copied, reproduced, modified, published, uploaded, posted, transmitted, performed, or distributed in any way. FOUNDATION™ and the logos are trademarks and the property of FOUNDATION™. Copyright Agent for notice of claims of copyright infringement on its site can be reached as follows: Auf der Lindenhöhe 19 60433 Frankfurt am Main Germany.
   
X. Last but not least: COMMUNICATION IS KEY !
  We value your participation in the FOUNDATION™ community and we'd be sorry for any disruption.
  We are here to make FOUNDATION™ a little better every day. If you have any suggestions, remarks or criticism please contact us. Or if you have questions about your membership or the billing process, we'll help answer them for you.
  And if you are having a problem with the FTM-Plattform contact us so we can help to solve any issues you may have.
  So is there anything else we can do to help you?
  Let us know ! We care.
   
  Frankfurt am Main, November 27th, 2013