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THE EXCHANGE TERMS AND CONDITIONS OF SALE


These Terms and Conditions (“Terms”) govern all transactions conducted through  exchange.85mm.ca (“the Exchange”), which acts solely as an intermediary platform for facilitating fiat currency payments in exchange for:
  1. Memberships in gallery.85mm.ca (“the Gallery”), and
  2. Validation tokens enabling digital proof of ownership of assets associated with the Gallery.


By using the Exchange, you (“the Client”) acknowledge and agree to the following:

1. Nature of Services

  • The Exchange functions exclusively as a payment and validation facilitator.
  • The Exchange does not issue, resell, or warrant memberships or tokens; it only processes fiat currency payments and validates delivery of the corresponding memberships or validation tokens from the Gallery.
  • The Exchange does not provide investment advice, guarantee asset value, or offer financial services.

2. Payment Terms

  • All invoices are payable immediately upon purchase, unless explicitly stated otherwise in writing by the Exchange.
  • Payments must be made in full in the designated fiat currency.
  • In cases of failed or incomplete payments, the Exchange reserves the right to withhold membership activation or token validation until full settlement is received.

3. No Refunds Policy

  • All transactions are final and non-refundable.
  • The Exchange supports exchanges only—meaning fiat may only be exchanged for memberships and validation tokens as specified.
  • Once a membership or token has been validated, the Exchange has no further obligations toward the Client.

4. Late or Non-Payment

  • If a payment is not completed as required, the Exchange may suspend or cancel the associated membership/token validation without notice.
  • The Exchange reserves the right to engage third-party collection services for outstanding balances, and the Client shall be responsible for all associated costs, including legal expenses.

5. Taxation and Withholdings

  • Clients are solely responsible for compliance with local taxation laws, including any withholding at source.
  • The Exchange invoices reflect gross amounts owed. Any withholdings or deductions required under the Client’s local law remain the responsibility of the Client, without recourse to the Exchange.

6. Digital Asset Disclaimer

  • Validation tokens and memberships provided through the Exchange are not financial instruments, securities, or guarantees of value.
  • The Client acknowledges that digital assets and memberships are inherently volatile, speculative, and may fluctuate in perceived or market value.
  • There is no guarantee of resale, transferability, liquidity, or future recognition of validation tokens or memberships outside of gallery.85mm.ca.
  • The Exchange assumes no responsibility for losses resulting from market volatility, lack of third-party recognition, or changes in perceived utility or value.

7. Regulatory Non-Advice

  • The Exchange does not provide legal, tax, or regulatory advice of any kind.
  • Validation tokens and memberships offered via the Exchange are not securities, derivatives, or investment products, and should not be construed as such.
  • The Client is solely responsible for determining whether participation in the Exchange, acquisition of memberships, or use of validation tokens is compliant with applicable laws and regulations in their jurisdiction.
  • The Client assumes full responsibility for obtaining independent legal, tax, or financial advice prior to engaging with the Exchange.

8. Limitations of Liability

  • The Exchange provides services on a best-efforts basis and makes no guarantee of uninterrupted access, future value of tokens, or outcomes resulting from Gallery memberships.
  • Under no circumstances shall the Exchange be liable for indirect, incidental, or consequential damages, including but not limited to loss of value, opportunity, or data.
  • The Exchange will not appear as a third party in disputes between the Client and end consumers, artists, or other Gallery participants.

9. Claims and Disputes

  • Any claims regarding Exchange services must be submitted in writing via registered mail to the Exchange’s registered office within 8 days of the transaction. Claims submitted outside this timeframe will not be admissible.

10. Governing Law

  • All contractual relations and disputes shall be governed exclusively by the laws of Canada, without regard to conflict of law principles.

11. Acceptance of Terms


By engaging with the Exchange, the Client explicitly waives the application of its own terms and conditions. Any derogations or amendments must be expressly agreed to in advance and in writing by the Exchange.