Digital Asset Token Agreement
RWA Fractionalization under Swiss Law
Last updated: 10 October 2025
LiveArt SA (Company Registration No. CHE-426.548.313, registered office: Grundstrasse 11, 6343 Rotkreuz, Switzerland) ("Company", "LiveArt", "we", "us")
IMPORTANT NOTICE
By purchasing, holding, or transacting in LiveArt RWA Tokens (“Tokens”), you agree to be bound by this Agreement and the LiveArt Terms of Use, available at www.liveart.io. This Agreement is governed exclusively by Swiss law. Tokens are provided as contractual asset tokens (Vermögensrechte) under Swiss law and may lose value partially or completely. The Company provides no investment advice and does not guarantee profitability, liquidity, or market value. Participation is limited to non-U.S. persons and to jurisdictions not subject to Swiss SECO, EU, UK, or UN sanctions.
Prior to 10 October 2025, certain real-world assets were represented by non-fungible tokens (NFTs) issued under the ERC-721 standard (“Legacy Tokenized NFTs”). Each such Legacy Tokenized NFT continues to correspond to the relevant underlying asset under the terms applicable at its issuance.
This Agreement applies exclusively to the ERC-20 Tokens issued by LiveArt on or after 10 October 2025, which represent the contractual and economic entitlements for all newly tokenized assets. The creation of Tokens does not alter or invalidate the relationship between any Legacy Tokenized NFT and its original underlying asset, but LiveArt will conduct all future tokenizations solely in ERC-20 format.
1. DEFINITIONS
"Agreement" means this Digital Asset Token Agreement as may be amended from time to time.
"RWA" or "Underlying Asset" means the specific real-world asset owned by the Company and fractionalized through the issuance of Tokens, which may include (without limitation) fine art, watches, classic cars, or other high-value collectibles.
"Blockchain Network" means the distributed ledger technology platform on which the Tokens are issued and maintained.
"Purchaser" or "Token Holder" means any person who acquires Tokens through purchase or otherwise.
“Restricted Jurisdictions” means any jurisdiction listed by the Company as restricted under its AML/KYC and sanctions policies, as updated periodically.
“Terms of Use” means the Company’s Terms of Use, as amended from time to time, governing the Site and all related Digital Assets.
"Tokens" means the digital asset tokens issued by the Company representing contractual, fractional economic entitlements linked to the net proceeds from the sale of an Underlying Asset. Tokens do not constitute shares, bonds, collective investment schemes, or other securities.
"Trading Platform" means www.liveart.io as well as any authorized platform where Tokens may be traded.
2. TOKEN STRUCTURE AND RIGHTS
2.1 Asset Token Classification:
The Tokens qualify as "asset tokens" (Vermögensrechte) under Swiss law, representing:
Fractional contractual economic claims linked to the net proceeds from the sale of an Underlying Asset;
No equity, debt, or governance rights.
2.2 Token Rights
Each Token represents:
A proportional claim to net proceeds (if any) from a future sale of the Underlying Asset;
Rights to limited information updates about the Underlying Asset as provided by the Company;
No voting rights, governance rights, equity interests, ownership rights, or participation rights in the Company or the Underlying Asset.
2.3 No Ownership of the Physical Asset
Token Holders do NOT acquire:
Legal title to the Underlying Asset, whether whole or partial or joint or otherwise;
Custody, possession, or control of the Underlying Asset;
Rights to demand physical delivery of the Underlying Asset;
Any intellectual property rights in the Underlying Asset.
3. COMPANY OBLIGATIONS AND ASSET CUSTODY
3.1 Ownership and Custody of the Underlying Asset
The Company:
Is the sole legal owner of the Underlying Asset;
Maintains custody and control of the Underlying Asset;
May store the Underlying Asset with professional storage facilities, insurers, or custodians;
Maintains appropriate insurance coverage for the Underlying Asset.
3.2 Information and Reporting to Token Holders
The Company will provide Token Holders with:
Basic information about the Underlying Asset and provenance (where applicable);
Updates on material events affecting the Underlying Asset;
3.3 Sale of the Underlying Asset and Distribution of Proceeds
If the Company sells the Underlying Asset:
Net proceeds (after costs, fees, and taxes) will be distributed pro-rata to Token Holders;
Distribution will be made within a commercially reasonable timeframe following the asset’s sale;
Token Holders will be notified via the Company website and registered email addresses.
3.4 AML/KYC and Sanctions Compliance
The Company applies a risk-based AML/KYC program consistent with the Swiss Anti-Money Laundering Act (AMLA), FINMA ordinances and circulars, and FATF standards. The Company may delay, block, or cancel any transaction, freeze Tokens, or restrict participation to comply with AMLA, SECO, FINMA, or international sanctions obligations. Token Holders consent to such actions and waive any claim arising from compliance measures.
3.5 Technical Discretion
LiveArt retains full discretion to determine, modify, or replace the technical architecture, smart-contract logic, blockchain network, or issuance mechanism used for the creation, management, or recording of Tokens, provided that such changes do not reduce the contractual or economic rights of Token Holders as defined in this Agreement. LiveArt may implement upgrades, forks, or protocol integrations to maintain security, compliance, or functionality of the LiveArt ecosystem.
3.6 Blockchain Migration and Reissuance
LiveArt may, for technical, security, or regulatory reasons, migrate Tokens to a different blockchain or reissue equivalent tokens under the same contractual framework, provided that the economic and legal rights of Token Holders remain unaffected. Token Holders acknowledge that such migration or reissuance may require their cooperation (including wallet updates or signature of migration transactions). LiveArt shall not be liable for any loss of access, functionality, or value resulting from a Token Holder’s failure to follow the Company’s official migration instructions.
4. LIMITATIONS AND DISCLAIMERS
4.1 No Ownership or Control Rights
Tokens confer no rights of ownership, governance, management, or control over the Underlying Asset or the Company.
4.2 No Guaranteed Returns
Tokens provide no guaranteed returns or distributions;
The value of Tokens may fluctuate and may become worthless;
Past performance does not indicate future results.
4.3 Liquidity Risk
No market for Tokens is guaranteed;
Tokens may be illiquid and difficult to sell;
Trading platforms may discontinue Token trading at any time.
4.4 Regulatory Risk
Digital asset regulations may change and affect Token value or legality;
Tokens may become subject to additional regulatory requirements;
Token Holders are responsible for compliance with applicable laws.
4.5 Liability Cap
To the fullest extent permitted by Swiss law, LiveArt total aggregate liability for any and all claims arising out of or in connection with these Terms of Use, the Site, the Services, or any Digital Asset shall not exceed the greater of (i) CHF 100 (one hundred Swiss francs) or (ii) the total fees actually paid by the user to the Company in the twelve (12) months immediately preceding the event giving rise to the claim. This limitation does not exclude liability for gross negligence or wilful misconduct, and shall not be construed to create any minimum entitlement.
5. COMPANY PROTECTIONS AND LIMITATIONS
5.1 Limited Liability
The Company's liability to Token Holders is limited exclusively to:
The net proceeds from any Underlying Asset sale (distributed pro-rata);
No liability extends beyond the contractual distribution obligation.
5.2 Force Majeure
The Company is not liable for delays or failures due to:
Acts of God, natural disasters, or extreme weather;
Government actions, regulations, or sanctions;
Blockchain network failures or cyber attacks;
Market disruptions or storage facility issues.
5.3 Business Discretion
The Company retains sole discretion over:
Underlying Asset storage, exhibition, and maintenance decisions;
Timing and terms of any Underlying Asset sale;
Selection of storage facilities and insurance providers;
Distribution methods for sale proceeds.
5.4 No Fiduciary Duty
The Company does not owe fiduciary duties to Token Holders beyond those expressly stated in this Agreement.
5.5 Regulatory and Licensing Disclaimer
The Company is not licensed as a bank, securities firm, asset manager, exchange, or custodian in Switzerland or elsewhere. Tokens issued under this Agreement are structured to remain outside the scope of Swiss financial market regulation, in accordance with FINMA’s 2018 ICO Guidelines and subsequent guidance. The Company may, however, receive compensation or benefits in connection with the broader LiveArt ecosystem — including token allocations, platform fees, or other lawful revenues - provided such compensation does not arise from acting as a counterparty to Token Holder transactions.
6. TOKEN HOLDER OBLIGATIONS
6.1 Compliance
Token Holders must:
Comply with all applicable laws and regulations;
Not use Tokens for illegal purposes;
Maintain accurate contact information with the Company;
Report Token holdings as required by tax authorities.
6.2 Know Your Customer (KYC)
Token Holders may be required to:
Provide identity verification documents;
Undergo enhanced due diligence procedures;
Update KYC information upon Company request.
6.3 No Interference
Token Holders must not:
Attempt to gain physical access to the RWA;
Interfere with Company operations or RWA management;
Make public statements purporting to represent the Company.
7. TRANSFER AND TRADING
7.1 Transfer Restrictions
Token transfers are subject to:
Applicable securities and financial market regulations;
KYC requirements for transferees;
Trading platform terms and conditions;
Potential transfer restrictions during regulatory proceedings.
7.2 Company Rights on Transfer
The Company may:
Suspend or restrict Token transfers during investigations;
Require additional documentation for large transfers;
Comply with regulatory requests affecting Token transfers.
8. DATA PROTECTION
The Company processes personal data in accordance with the Swiss Federal Act on Data Protection (FADP) (2023) and, where applicable, equivalent foreign standards. Token Holders’ data may be processed for identity verification, transaction monitoring, AML/KYC compliance, and communication purposes. Data may be shared with third-party providers and competent authorities solely as required by law. Token Holders have rights of access, correction, and deletion as set out in the Terms of Use and the Company’s Privacy Policy.
9. TERMINATION AND DISSOLUTION
9.1 Agreement Termination
This Agreement terminates upon: • Complete distribution of all net proceeds from the sale of the RWA(s); • Legal dissolution of the Company; • Mutual agreement of all parties.
9.2 Company Dissolution
If the Company is dissolved: • All RWAs owned by the Company will be sold in an orderly manner; • Net proceeds will be distributed pro-rata to Token Holders; • Any remaining assets will be distributed according to Swiss law.
10. DISPUTE RESOLUTION AND GOVERNING LAW
10.1 Governing Law
This Agreement is governed by Swiss law, excluding conflict of law principles.
10.2 Jurisdiction and Arbitration
All disputes arising out of or relating to this Agreement shall be governed by Swiss law and resolved through binding arbitration under the Swiss Rules of International Arbitration. The seat of arbitration shall be Zug, Switzerland, and the language shall be English. The Company may, however, seek injunctive or interim relief before any competent court to protect its intellectual property, AML, or sanctions rights.
10.3 Class Action Waiver
Token Holders waive rights to participate in class action lawsuits against the Company.
11. GENERAL PROVISIONS
11.1 Amendment
This Agreement may only be amended by the Company with 30 days’ prior notice via website publication.
11.2 Severability
If any provision is deemed invalid, the remainder of the Agreement remains in full force.
11.3 No Waiver
Company failure to enforce any provision does not constitute a waiver of future enforcement.
11.4 Assignment
Token Holders may not assign rights under this Agreement except through authorized Token transfers.
11.5 Notice
All notices will be provided via the Company website and/or email to registered Token Holder addresses.
ACCEPTANCE
By purchasing or holding Tokens, you acknowledge that you have read, understood, and agree to be bound by this Agreement. You confirm that you are not a U.S. person and are purchasing Tokens in compliance with applicable securities laws. You understand that Tokens may lose value and that no investment return is guaranteed. LiveArt SA Date: Website: www.liveart.io
REGULATORY POSITIONING DISCLAIMER
The Tokens issued under this Agreement are classified under Swiss law as asset tokens representing contractual claims. They do not constitute shares, bonds, collective investment schemes, or other securities. The Tokens are not designed or marketed as investments, but solely as contractual fractional entitlements linked to the proceeds of a future sale of the Underlying Asset. LiveArt SA has structured the Tokens in line with FINMA's 2018 ICO Guidelines and subsequent guidance to ensure they remain outside the scope of Swiss securities regulation.
Appendix A – Risk Disclosure Statement
This Risk Disclosure Statement (“Statement”) forms an integral part of the Digital Asset Token Agreement (the “Agreement”) and applies to all purchasers, holders, and transferees of the Tokens. By acquiring or holding Tokens, you expressly acknowledge and agree to the following risks:
No Ownership Rights: Tokens do not grant ownership, possession, custody, or control of the underlying Real-World Asset (RWA), nor any intellectual property rights. Token Holders have only the limited economic rights expressly stated in the Agreement.
Market and Liquidity Risks: Tokens may have no secondary market or trading platform. Token prices may fluctuate significantly and may become worthless. Liquidity cannot be guaranteed.
No Investment Product: Tokens are issued solely as asset tokens under Swiss law. Tokens are not securities, collective investment schemes, structured products, or derivatives. Tokens do not create any voting rights, management rights, or shareholder rights.
Regulatory Risks: Regulatory frameworks applicable to Tokens may change over time. Tokens may be subject to new requirements, restrictions, or prohibitions that affect their legality or value. Token Holders are solely responsible for ensuring compliance with applicable laws in their jurisdiction.
Technology and Operational Risks: Blockchain networks and smart contracts may fail, be exploited, or otherwise malfunction. Loss of private keys, wallets, or access credentials may result in permanent loss of Tokens. Cyber-attacks, system failures, or human errors may disrupt operations.
Company Discretion: The Company retains sole discretion over storage, maintenance, exhibition, and sale of RWAs. Token Holders cannot compel the Company to sell or otherwise dispose of the RWAs.
No Guaranteed Returns: There is no guarantee of profit, revenue, or distributions. Proceeds from any RWA sale, if any, may be less than the original acquisition cost.
Consumer Rights: This Agreement does not create any automatic right to reimbursement or damages but preserves only those rights that are expressly non-waivable under Swiss law.
Tax Responsibility: Token Holders are solely responsible for reporting and paying any applicable taxes arising from acquisition, holding, or disposal of Tokens.
Jurisdictional Restrictions: Tokens are not offered or sold to U.S. Persons or persons located in prohibited jurisdictions. Tokens may not be transferred or resold in jurisdictions where such transactions are restricted or unlawful.
By acquiring or holding Tokens, you confirm that you fully understand and accept the risks outlined in this Statement and that you are participating for purposes consistent with the Agreement.
Last updated
Was this helpful?