January 6, 2022

Particle Bill of Rights

Introduction

For too long owning and collecting fine art has been the privilege of a select few. Elite collectors have historically dictated the art market and shaped the course of art history. That changes now.

Particle is creating a movement that aims to put masterpieces into the hands of a community made up of people like you.

Particles represent your unique digital "plot," an exclusive form of digital ownership over masterpieces, as well as your admission into the art world. Through collecting Particle NFTs (“Particles”), you are purchasing a "ticket" to participate in the art world like never before.

Together with you, Particle is creating one of the greatest collections of fine and contemporary artworks in the world and placing them into a non-profit where they can be preserved, protected and enjoyed by anyone. Art belongs to all of us. Together we will make it so.

Your Ticket Into the Art World

Particles represent both your digital ownership as well as your admission ticket to participate in the art world at a level historically reserved for a select few. This ticket provides access both to physical spaces and museums, but also to digital metaverse spaces as well as unprecedented governance over humanity’s greatest cultural relics. Particles are your access into a movement of like-minded individuals seeking to own, collect and experience art in a revolutionary new way.

Non-Profit Governance

Particle owners will have the opportunity to participate in the governance of the non-profit Particle Foundation, which is the entity whereby the physical works of art of the Particle collection will be contributed to and held for the public use and enjoyment. We are blending the best of what private non-profits have done into a next-generation structure that will build the foundation for a contemporary metaverse museum – one with both a physical and digital presence. Particle owners will be able to make their voice heard and participate directly with the Particle Foundation in managing the Particle Collection.

Physical & Digital Governance

Certain critical decisions such as event locations, partnerships and Particle Foundation decisions will be put to a non-binding vote to the Particle community. Particle holders will be able to use this vote to make their voice heard for important matters relating to the Particle Foundation. The Particle team will be periodically putting up votes to inform itself on the direction that the Particle owners want the Particle Foundation to take.

Bill of Rights Amendments

Particle owners will have the right to propose new rights in the Bill of Rights, which will be voted on by the community and formally considered by the Particle Founders.

Painting Title

Title artifacts related to paintings such as auction house certificates of authenticity and provenance will be recorded on the blockchain and linked to Particle title deed pages.

Digital Ownership

Ownership of the physical painting will be contributed to the Particle Foundation, where the piece will be preserved, protected, displayed around the world and never transferred for profit. Separately, certain digital and other rights will be “digitally forked” from the physical painting and will be vested in the owners of Particles. These rights include specific museum, viewing, community, ownership and governance rights. In summary, Particle owners get exclusive (albeit non-economic), digital ownership over the painting while the physical piece is placed in the Particle Foundation so that it is preserved and not transferred for profit in the future.

By contributing the title to the physical painting to the Particle Foundation, the economic value of the paintings will be “destroyed” without destroying the tangible painting for the public benefit (“digitization without destruction”).

Ownership Rights

Particle Owners have a minority, de minimis, non-economic ownership right in the title of the physical artworks. The majority of the physical rights and title will be held by the Particle Foundation as a public benefit to ensure that the painting is preserved, protected and never sold. Particle owners will be the only non-charitable owners of the paintings. 

By owning and collecting Particles, community members enable the Particle Foundation to continue to house masterpieces and enable more people to enjoy them.

Viewing Rights & Museum Access

Particle Owners will have free access to the “Particle Museum,” a physical and digital museum to be established by the Particle Foundation which otherwise is accessible to the public via fixed, price-controlled entrance fees (the Particle Museum fees will reflect the mission statement of the Particle Foundation to promote global access to fine art masterpieces). Particle owners will also gain access to other partner museums that are exhibiting the works or other organizations within the Particle network as determined by the Particle Founders. Particle Owners will have certain exclusive viewing rights to the Foundation’s exhibits, including early and exclusive access. These rights will be indivisible from the Particles.

Expert Access

Particle Owners will have free access to expert lectures on the artworks they own.

A Global, Decentralized, Community

Particle Owners will be a part of a global, decentralized, community of like-minded individuals interacting with the art world in a revolutionary new way. Particle Owners will get preferential treatment over non-Particle Owners with respect to exclusive access to certain events, memberships to certain communities and certain notices of future Particle offerings and decisions of the Particle Foundation. Particles are you ticket into the Particle Community.

Digital Asset Rights

Particle owners will have a worldwide, non-exclusive, royalty-free license to view and display a unique and transformative digital certificate incorporating the Art as one element thereof, solely for personal, non-commercial use. All copyright to the image of the painting remains with the artist. 

NOTE THAT THESE RIGHTS ARE SUBJECT TO CHANGE FROM TIME TO TIME. ALL PARTICLE OWNERS ARE SUBJECT AND MUST BE A PARTY TO THE PARTICLES TERMS AND CONDITIONS, AS MAY BE AMENDED FROM TIME TO TIME.

DISCLAIMER

Nothing in these Bill of Rights shall be deemed to constitute an offer, invitation or solicitation for investment, nor does it in any way pertain to an offering or a solicitation of an offer to buy any securities in any jurisdiction. Particles are not intended to be securities or any other kind of financial instrument and have not been registered under the Securities Act of 1933, as amended, the securities laws of any State of the United States of America or the securities laws of any other country, including the securities laws of any jurisdiction in which a potential Particle holder is a resident.

Certain statements contained in these Bill of Rights constitute forward-looking statements or information. Such forward-looking statements or information involve known and unknown risks and uncertainties which may cause actual events or results to differ materially from the estimates or the results implied or expressed in such forward-looking statements or information.

The information set forth in these Bill of Rights may not be exhaustive and does not imply any elements of a contractual relationship. The content of these Bill of Rights is non-binding and the Particle Foundation reserves the right to change, modify, add, or remove portions of these Bill of Rights for any reason at any time. The Particle Foundation is under no obligation to update or modify these Bill of Rights for any inconsistencies or material changes to the information contained herein.

These Bill of Rights are not intended to provide the sole basis for any evaluation of a transaction in Particles. Purchasers of Particles should be aware that they bear any risks involved in the acquisition of Particles. IF YOU ARE IN ANY DOUBT AS TO THE PURCHASE OF PARTICLES, YOU SHOULD CONSULT YOUR LEGAL, FINANCIAL, TAX OR OTHER PROFESSIONAL ADVISOR(S).

Copyright © 2022 Particle Collection. All rights reserved.

United States