7.1.1. The Collector undertakes to pay the purchase price indicated on the Website, which includes:
- the price set by the Initial Seller or the Collector Seller;
- the VAT at the currently applicable legal rate;
- only for initial sales of NFT and not for sales between Collectors, the commission devolved to the Company in consideration for the performances of the Services;
- all other relevant charges.
The delivery costs are not included in this purchase price indicated. The amount of the delivery costs is indicated to the Collector before the conclusion of the agreement.
7.1.2. Upon the purchase of Prins and NFTs, the Collector may pay with the following means:
The current blockchain used for the minting of NFTs and encoding of the smart contracts is Polygon. Therefore, regardless of the currency used for payment, the currency used for revenue distribution is the MATIC. The payment provider, through the blockchain technology and according to the specifications of the smart contract, will distribute the MATIC among the parties involved in the transaction.
When the payments by the Collector involve a service provider, the Collector is expressly informed and accepts that these payments are to be managed by the payment provider, with whom the Collector contracts directly, regarding to the implementation of these payments.
In the event of inconsistency between the payment provider’s general conditions and the present General Conditions of Use, the latter shall prevail.
In case of payment by cryptocurrency other than MATIC, this will lead to an exchange which is carried out by a payment provider that is independent from the Company.
The payment provider shall be the sole party to retain the bank details of the Collector for the purposes of processing payments. The Company shall not retain any bank details of the Collector
The Wallet is stored in the IndexedDB of each Collector’s device.
As the payment provisions constitute an integral part of the implementation of the Services, the Collector is informed and accepts that the end of the agreement between a Collector and the payment provider, for whatever reason, shall automatically and immediately give rise to the termination of these General Conditions of Use between the Company and this Collector, in respect of the purchase concerned.
Inversely, the end of this agreement between the Company and a Collector shall automatically and immediately give rise to the termination of the general conditions between the Collector and the payment provider.
7.1.3. In event of any technical incident, the Collector may recover his Wallet on another device by entering his recovery phrase which is communicated to him by MetaMask upon the creation of his Wallet. The functioning of the Wallet is developed in Article 9.4.
7.1.4. The Collector is informed that as the value of the cryptocurrencies fluctuates, the exchange rate between the euro and the cryptocurrencies stored in the Wallet may vary.
7.1.5. For any transaction outside metropolitan France, the Collector is solely and exclusively responsible for the payment of any custom duty, import VAT and local taxes that may be applicable, in addition to the purchase price.
The Company, as professional seller, undertakes to communicate his invoice to the Collector upon delivery of Services.
The Collector expressly accepts that the invoice covering the payment of the Services be sent to him electronically. The Collector may access the invoice(s) issued directly in the Personal Space. The Collector is strongly advised to print and/or archive any invoice on a reliable and durable medium as proof.
According to article L. 213-1 of the French Consumer Code and to article 1127-1 of the French Civil Code, the Company ensures that all contractual elements relating to the Services (including the General Conditions of Use, the agreement and the invoices) are kept for a period of ten (10) years from their delivery.
The archiving of these contractual elements by the Company is carried out on a reliable and durable medium.
The Collector may obtain a copy of the contractual elements on written request to the Company.
Article 8 – WAIVER OF THE WITHDRAWAL RIGHT
8.1. Waiver of the withdrawal right regarding the NFTs
Given the digital nature of the Artwork and NFT’s technical functioning, the withdrawal period provided for in article L.221-18 of the French Consumer Code will not apply to the purchase of NFTs, in accordance with the provisions of article L.221-28 of the French Consumer Code.
BY PURCHASING NFTS, THE COLLECTOR EXPRESSLY WAIVES HIS RIGHT OF WITHDRAWAL.
Regarding the resale of NFTs concluded between a Collector Seller and a Collector Purchaser as provided for in Article 7.3, the Collector Purchaser shall not have right of withdrawal under the conditions set out in Article L. 221-18 of the French Consumer Code.
8.2. Right of withdrawal regarding the Prints
Given the Print and according to article L. 221-18 of the French Consumer Code, a such Collector has a period of fourteen (14) working days
- as from the date of receipt of the Print; or
- as from the date of receipt of the last product ordered in the case of a grouped order of several products;
to withdraw, without having to justify the reasons or pay penalties.
The provisions of the Article 8.2 are reserved for the Collectors who are considered as consumers regarding the introductory article of the French Consumer Code.
To exercise this right, the Collector must send to the Professional the withdrawal form mentioned in 2° of article L. 221-5 of the French Consumer Code, which is included in Annex 8.2, or any other unambiguous statement expressing his intention to withdraw, by sending a registered letter with acknowledgment of receipt, prior to the expiry of the withdrawal period. The Collector must send to the Company, as soon as possible, by email to the address indicated in Article 16, a copy of this registered letter with acknowledgment of receipt addressed to the Professional.
According to article L. 221-23 of the French Consumer Code, the Collector shall return or restitute the Prints within fourteen (14) days following the notification of his decision to withdraw.
Particularly with regard to Prints, the direct return costs will be borne by the Collector, unless the Company agrees expressly to bear them.
According to article L. 221-24 of the French Consumer Code, the Company will reimburse the Collector the full amount paid for the purchase (including delivery costs if applicable) within a period of fourteen (14) working days following the receipt of the registered letter with acknowledgment sent by the Collector in the conditions provided for in the present Article. The Company shall not reimburse additional costs if the Collector has expressly chosen a more expensive method of delivery (if applicable) than the standard method of delivery offered by the Company.
For the reimbursement, the Company will issue a withdraw on the Wallet of the Collector, in the form of an amount in MATIC, corresponding to the equivalent in euro paid on the day of the purchase.
As indicated in Article 7.1.4, the value of the cryptocurrencies fluctuates. Therefore, the exchange rate between the euro and the cryptocurrencies stored in the Wallet may vary.
Article 9 – THE COMPANY’S GUARANTEE AND LIABILITY
9.1. Before any transaction on the Website, the Collector is informed that:
he benefits, as a consumer according to the introductory article of the French Consumer Code, from the legal guarantee of conformity for defective, damaged products or products that do not correspond to the products purchased under the conditions set out from the article L. 217-3 to the article L. 217-20 of the French Consumer Code;
he benefits from the legal guarantee against hidden defects resulting from a material, design or manufacturing defect affecting the products delivered and rendering them unfit for use under the conditions set out from the article 1641 to the article 1649 of the French Civil Code.
These guarantees cover the Prints the NFTs purchased by the Collector.
In accordance with article 3 of the ministerial ruling of December 18th, 2014 relating to the information contained in the general terms and conditions of sale with regard to legal guarantees taken in application of article L. 211-2 of the Consumer Code, the Company informs the Collector (as a consumer) that:
in the event that he acts in legal guarantee of conformity against the Professional, the Collector:
- has a period of two (2) years from the date of the delivery of the Print(s), the license(s) and/or the NFT(s) to act;
- may choose between repairing or replacing the non-conforming Print(s), license(s) and/or NFT(s), subject to the cost conditions set out in articles L. 224-25-19 and L. 217-12 of the French Consumer Code;
- is exempted from proving the existence of the lack of conformity of the products during the twenty-four (24) months delivery of the Print(s), license(s) and/or NFT(s);
it is specified that the legal guarantee of conformity applies independently of any commercial guarantee that may have been granted;
may decide to implement the legal guarantee against hidden defects as defined in article 1641 of the French Civil Code and in this case, the Collector may choose between the resolution of the agreement or a reduction in the price of the Print(s) and/or the NFT(s) in accordance with article 1644 of the French Civil Code.
The Company informs the Collector which is not considered as consumer that he may benefit as well from the legal guarantee against hidden defects as defined in article 1641 of the French Civil Code.
To invoke any of these guarantees, the Collector must send a registered letter with acknowledgment of receipt to the Professional, by indicating the nature of the default, non-compliance or damage acknowledged with regard to the Print(s), and/or the NFT(s). The Collector must send to the Company, as soon as possible, by email to the address indicated in Article 16, a copy of this registered letter with acknowledgment of receipt addressed to the Professional.
Particularly with regard to Prints, the Collector is invited to take note of the Terms of Sale.
9.2. The Company shall decline all liability in the event of non-performance or improper performance of the use of the Services by the Collector or in the event of failure by the Collector, either (i) because of the Collector or (ii) because of a third party or (iii) in a case of Force Majeure.
9.3. The Company shall decline all liability for any loss of information accessible in the Collectors’ Personal Space, as the latter must at all times save a copy and may not request any compensation in this regard.
9.4.The Company shall decline all liability for any loss of information, NFTs and/or crypto MATIC accessible in the Collector’s Wallet or for any hacking of the Wallet.
The NFTs and the MATIC of the Collector are stored in the Wallet.
Upon the creation of the Wallet, a recovery phrase is communicated by Metamask to the Collector. This recovery phrase will allow the Collector, in event of any technical incident, to access to and recover the Wallet on another device.
The recovery phrase must be stored in a safe place and must not be shared by the Collector with anyone else. It is communicated only once to the Collector and is not stored by the Company nor Metamask.
The Collector expressly acknowledges and accepts that he has full and exclusive control over his Wallet and the Company may not have access to the Wallet of the Collector.
Therefore, if the Collector has lost or forgotten his recovery phrase or any other information accessible in the Wallet, it will no longer have access to his Wallet and the Company will not:
9.5. The Company shall decline all liability for any loss that the Collectors may incur as a result of their investments in cryptocurrencies and, in particular, the acquisition of crypto-assets such as NFTs.
The Collectors are solely liable for such investments and the risks associated therewith.
In this regard, the Collectors expressly admit that they have full knowledge and sufficient understanding of the use, the characteristics and the functioning of the NFTs, the Wallet, cryptocurrencies, blockchain technology and any technology on which investment in cryptocurrencies is based.
Therefore, the Collectors expressly admit that they have full knowledge and sufficient understanding of the risks involved in acquiring crypto-assets such as NFTs, which require increased and constant vigilance.
9.6. The Company represents and guarantees to the Collectors that it has all the necessary rights to provide the Services in the context of the General Conditions of Use.
9.7. The Company is acting solely in the capacity as an intermediary insofar as it makes available to Collectors the tools and technical resources enabling them to make contact for the purchase and/or sale of NFTs through the Website. Its responsibility shall be limited to the provision of such resources.
The Company is acting on its own behalf only and in its own name and shall not enter into any legal deed in the name and on behalf of the Collectors or the Initial Sellers, who shall contract directly between themselves.
The Collectors remain solely responsible for the full terms and conditions of execution of their obligations.
The Company does not guarantee to the Collector that the Artworks do not include anything that may fall under the laws and regulations relating, in particular, to counterfeit, infringement, unlawful competition and more generally, breach of third party rights and (ii) that it has not consented and shall not consent to any third party any assignment or license to use upon the NFTs or the Artworks likely to prevent or disturb the performance of the General Conditions of Sale.
9.8. In any event, any liability which may be incurred by the Company under this agreement shall be expressly limited solely to the direct damages that are proven to have been suffered by the Collectors for Services.
Article 10 – THE OBLIGATIONS OF THE USERS
- 10.1. Users undertake, when using the Services, to respect the applicable laws and regulations and not to infringe third party rights or public policy
They are solely liable for the proper accomplishment of all the formalities, in particular administrative, tax and/or social formalities and all the payments of contributions, duties or taxes of any kind which they must assume, as the case may be, in relation to their use of the Services.
More particularly, the Collectors are solely liable for the declaration of their incomes (including incomes in cryptocurrency) from the resale of the NFTs to the competent tax and social security administration.
The Collector Sellers shall undertake to comply with the regulations applicable to the on-line sales activity and in particular, their obligation to comply with and make effective the right of withdrawal for the Collector Purchasers, if they are individuals, provided in Article 8.
Under no circumstances shall Company’s liability may arise nor shall any liability claim arise in this regard.
10.3. In the event of non-compliance by a User with any of provisions of the General Conditions of Use or more generally, in the event of a violation of the applicable laws and regulations, the Company reserves the right to take any appropriate measure and in particular to:
suspend, remove or prevent the access to Services, by the User who is the originator of the offence or who has participated therein;
publish any information message on the Website that the Company may deem appropriate;
inform any competent authority;
initiate any court action.
10.4. In the event of non-compliance by a User to an essential or material obligation arising under the General Conditions of Use, the Company reserves the right to terminate access by such User to all or part of the Services, fifteen (15) days following the receipt, by the User, of a formal demand notice that has remained without response, addressed by registered letter with acknowledgment of receipt, mentioning the intention to have this clause applied, without prejudice to any other consequences that may result from the application of these General Conditions of Use or to any damages that may be claimed from the User.
10.5. Users are solely liable for the use of the Services.
10.6. Users shall undertake only to provide to the Company, in the context of its Services, information or data of any kind that is accurate, up-to-date and genuine and which is by no means of a deceptive nature or misleading. They shall undertake to update this information so that it always corresponds to the above-mentioned criteria.
Users undertake to provide to the Company all the information necessary for the proper performance of its Services and more generally, to actively cooperate with the Company in view of the proper performance hereof.
10.7. Users warrant that their payment will not cause (or otherwise result in) to violate any anti-money laundering, anti-terrorism, anti-bribery or anti-corruption laws, or any other applicable laws.
Users undertake to provide to the Company, upon its request, verification of identity and any additional information required to comply with the Account requirements or to evidence its authority to enter into the agreement. If the User is an agent acting on behalf of a principal, he shall disclose to the Company the identity of the principal.
The Company reserves the right to seek identification of the source of funds received.
If the information is not satisfactory, the Company may cancel the sale and take any further action required or permitted under applicable law without any liability to the Collector.
Article 11 – INTELLECTUAL PROPERTY RIGHTS
11.1. Intellectual property rights on the Website of the Company
The Company is the holder or licensee of the intellectual property rights to both the general structure of the Website and its content exploited on the Website (texts, slogans, graphics, images, videos, photos, visual aids, music, logos, tradenames, data bases and other content).
Consequently, in accordance with the provisions of “ Livre” 1 of the French Intellectual Property Code, any representation, reproduction, adaptation, modification, distortion, disassembling, decompilation, decryption, extractions, reuse, copies, total or partial exploitation of the Website and/or its content and/or the Services by a Collector, by any means whatsoever and on any medium whatsoever, without the express prior authorisation of the Company, is prohibited and constitutes an act of copyright infringement sanctioned by the article L. 335-3 of the French Intellectual Property Code.
Similarly, any unauthorised use of the Website and/or its content and/or the Services shall render the Collector criminally and civilly liable on the basis of copyright infringement.
Any other use of the Website and/or the Services is deemed to be automatically reserved for the Company and to constitute an infringement of its right of disclosure on the Website and/or the Services.
11.2. No recognition of intellectual property rights to the Collectors
11.2.1. The Collectors who own Prints NFTs acknowledge and accept that this ownership shall not transfer any acquisition of intellectual property right on the corresponding Artworks. Therefore, the Collectors shall not make any reproduction, representation (including the exhibition), adaptation and, more generally, any exploitation of the Artworks.
11.2.2. The Collectors which purchase a NFT to which the issue of a physical object is attached, are not allowed to transfer, share or broadcast online the media for reading the Artworks (such as the MP4 file contained on a USB key).
The media for reading the Artworks must be kept for single and private use of the Collectors.
Therefore, a such Collector has no right of reproduction, representation or adaptation on the Artwork which has been delivered on a digital media.
11.2.3 In any case, the Collectors acknowledge and accept that they will not infringe nor permit any third party to infringe the intellectual property rights on the Artwork (i) of the Company (ii) nor of any third party (iii) (such as the artist who created the Artwork or an art gallery which commercializes the Artwork on the Website).
Therefore, any act of reproduction, representation, adaptation, modification, distortion, disassembling, decompilation, decryption, extractions, reuse, copies, total or partial exploitation of the Artwork is prohibited and constitutes an act of copyright infringement sanctioned by the article L. 335-3 of the French Intellectual Property Code.
Article 12 – FORCE MAJEURE
The occurrence of a case of Force Majeure has the effect of suspending the performance of the contractual obligations of each of the Parties regarding the use of the Services.
After a period of three (3) months of suspension due to Force Majeure, either Party may cancel the Order, without any right to compensation on either side, by registered letter with acknowledgement of receipt sent to the other Party. The cancellation will take effect on the day the said registered letter is sent, provided that the event invoked in support of the cancellation is a case of Force Majeure.
Article 13 – MISCELLANEOUS
13.1. Technical and commercial assistance
For any information, the Collector is invited to send a request to the Company by e-mail to the address indicated in Article 16.
13.2. Correspondence – Proof
Pursuant to article 1366 of the French Civil Code, the Collector acknowledges and accepts that the information provided by the Company by electronic mail is deemed to be proof between the Collector and the Company.
The fact that one of the Parties does not avail itself of a breach by the other Party of any of the obligations referred to in the General Conditions of Use shall not be interpreted for the future as a waiver of this obligation.
13.4. Partial invalidity
In the event that one or more stipulations of the General Conditions of Use are considered null and void, deemed unwritten or declared as such in application of a law, a regulation or following a decision of a competent court with final authority, the other stipulations shall retain all their force and scope and shall remain fully applicable, unless the invalid stipulation(s) were of a substantial nature and their disappearance calls into question the contractual balance.
The General Conditions of Use have been drafted in English.
If the General Conditions of Use are translated into a foreign language, the English version shall prevail over any other translation in the event of any dispute relating to the application, interpretation, validity and performance of the General Conditions of Use.
Article 14 – ENFORCEABILITY – MODIFICATION
- The General Conditions of Use are enforceable against any Collector in the context of its contractual relationship with the Company.
- The Company reserves the right to unilaterally modify the content of the General Conditions of Use at any time, provided that the said modifications do not concern (i) the duration and characteristics of the agreement, (ii) the price of the Services and (iii) the rights and obligations of the Parties. The modifications will be enforceable against the Collector as soon as they are brought to its attention.
Article 15 – APPLICABLE LAW AND JURISDICTION
The General Conditions of Use are governed by French law.
In the event of a dispute between the Collector (as consumer) and the Company, the Collector may file a complaint with the Association of European Mediators (11 place Dauphine - 75001 PARIS / https://www.mediationconso-ame.com) under the conditions set out in articles L. 612-1 et seq. of the French Consumer Code. In particular, the Collector must be able to prove that he has tried to resolve his dispute with the Company by sending a written complaint and, if the said dispute has not been resolved, refer the matter to the mediator within one (1) year of the complaint.
In the event of a dispute relating to the application, interpretation, validity and performance of the General Conditions of Use or their consequences, and in the absence of an amicable agreement between the Parties, the Parties shall agree that the Paris courts shall have exclusive jurisdiction thereof, unless there are mandatory rules of procedure to the contrary.
Article 16 – Informations about the company – Contacts
The Company informs the User of the following information:
the Company, whose corporate name is “DANAE”, is a French société par actions simplifiée, registered with the Paris Registry Trade and Companies under the no. 813 654 845;
the Company's intra-Community VAT number is: FR 27 324 863 190.
The Collector may contact the Company at the following addresses: