TERMS AND CONDITIONS OF SERVICES FOR PURCHASING NFT
ARTPOINT “NFTS COLLECTION” MARKETPLACE
THESE ARE THE TERMS AND CONDITIONS OF SERVICES (TCS”) APPLICABLE TO DIGITAL ARTWORK ASSOCIATED TO NFT SOLD BY ARTPOINT MARKETPLACE RELATED TO NFT COLLECTION.
RENTAL SERVICES RELATED TO DIGITAL GALLERY ARE NOT DIRECTLY AVAILABLE BY SOUSCRIPTION ON ARTPOINT MARKET PLACE AND ARE TREATED SEPARETLY WITH USER IN A SPECIFIC CONTRACT.
AS BLOCKCHAIN TECHNOLOGY IS NEW AND INNOVATIVE, WE RECOMMAND YOU TO TAKE FURTHER INFORMATIONS FROM TRUSTABLE SOURCES AND TAKE ANY ADVICE FROM A PROFESIONAL OR NFT EXPERT OF YOUR CHOICE AND CHECK ANY PUBLIC REPORT AND/OR GOOD PRACTICES GUIDES AVAILABLE BY ANY MEANS.
BY PURCHASING OUR DIGITAL WORK OF ART UNDERLYING NFT, YOU FULLY AGREE THESE TERMS AND CONDITIONS OF SERVICES.
ARTPOINT is owned and operated by a company incorporated under the laws of France named 01., with a share capital of 4.407 € registered at the RCS of Paris under the number 878 270 537, VAT number FR41878270537 and whose head office is located at 130 bis Boulevard Diderot, 75012 Paris, France, represented in the person of its legal representatives in office, hereinafter referred to as ARTPOINT.
ARTPOINT Marketplace is a platform that provides access to curated collaborations with Artists and operates Services for the selection and sell of Digital Artworks underlying an NFT and powered by the ETHEREUM main net public Blockchain as part of one of its services entitled "NFT Collection".
The terms defined below shall mean to the parties:
The purpose of these TCS is to define the terms and conditions of use of the Website, and notably to define under which conditions a User may purchase and resell NFT and their underlying work of art.
Each User declare and acknowledges that :
She/he is informed that her/his commitment does not require a handwritten or electronic signature.
4.2 User account and Payment process
4.2.1 Create and own a User Account on ARTPOINT Marketplace
Access to the Platform is not conditional on the creation of a User Account. Any User can therefore visit the Platform without creating a User Account.
But the creation of a User Account is a necessary step to buy Works of Art.
Any User can create a User Account and log in to the Platform by:
The User acknowledges that any erroneous information, whether provided knowingly or unknowingly, may result in a liability claim against him/her for any damages suffered.
In addition, any usurpation of identity may give rise to a criminal prosecution in accordance with the provisions of Article L.226-4-1 of the French Penal Code, which states that "Usurping the identity of a third party or making use of one or more data of any kind allowing identification in order to disturb his or her peace or that of others, or to harm his or her honor or reputation, shall be punishable by one year's imprisonment and a fine of €15,000. This offence is punishable by the same penalties when it is committed on a network of communication to the public online".
The User is solely responsible for securing her/his own data and undertakes to take any necessary measure to ensure the confidentiality of her/his username.
The User must inform ARTPOINT as soon as possible in the event of unauthorised use of his User Account or the discovery of a violation of intellectual property rights.
Any use of the User Account is presumed to be made in the name and on behalf of the User.
ARTPOINT cannot be held responsible for fraudulent or abusive use or for the voluntary or involuntary disclosure of the User's identifiers. The User can request the deletion of his User Account at any time by sending a request to the following email address: email@example.com.
In the event of a breach by a User of any of the obligation incumbent upon her/him under these T.C.S, ARTPOINT reserves the right, without compensation and without notice, to suspend access to all or part of her/his User Account until the cause of the suspension has disappeared, or even to delete her/his Use Account regarding the seriousness of the breach.
The User accepts and acknowledges that ARTPOINT cannot be held liable against her/him or against a third parties for the consequences of the suspension or deletion of her/his User Account.
The deletion of a User Account, whether at the initiative of the User or at the initiative of ARTPOINT, automatically and irreversibly leads to the deletion of all its data.
The User Account will not be accessible anymore on the Website. The deletion of the User Account has no impact on the ability of the former User to access to her/his Wallet, from which she/he can access to her/his Artworks.
Accounting documents and supporting documentation may be kept by ARTPOINT in accordance with the applicable provisions, to enable the Marketplace to meet its legal and regulatory obligations in this matter.
4.2.2 Payment Process and related obligations
The purchase of a Work of Art on the ARTPOINT platform requires the connection of the User to the Platform. The connection to the platform can be done through an email address or through a Metamask type portfolio. Once connected, the User will be able to purchase the selected Artwork on the Platform in Cryptocurrency using a Metamask Wallet or in Fiat currency using a credit card via the Stripe API.
Due to the fluctuating nature of the exchange rate of Cryptomoney, the value in Fiat of a Work of Art, indicated on the ARTPOINT Platform may vary between the moment the offer is identified on the Platform by the User and the moment the offer is accepted by the User through the final transaction. ARTPOINT cannot be responsible for the value in Fiat of the Works, indicated as an indication on the Platform and corresponding to the value of the Ethereum Cryptomurrency at a precise moment.
The only value constituting a fixed data is the value of the Artwork indicated in Ethereum, as well as the value mentioned in Fiat currency at the opening of a Stripe session (whose maximum duration is 30 minutes) in case a payment via Stripe is operated.
The following procedure respecting the Double Positive Click requirement and implying the acceptance of the present T.C.S., must be followed to place an order, after logging on the Platform, for each sale of Artwork underlying an NFT at a price fixed by ARTPOINT:
(1) Order placed using a Metamask Wallet and placed in Cryptocurrency:
The transaction results in the edition of a Work of Art in the User's collection as well as the Mint of the Work of Art on the Blockchain ensuring the creation and emission of the NFT backed by the Work of Art which the User automatically becomes the owner.
The User is responsible for the security of the NFT, of his Metamask Wallet.
The Mint of the Work on the Blockchain ensuring the issuance of the NFT as well as the transfer of the NFT to the Buyer's Wallet may incur fees related to the use of the Blockchain, called gas fees, which shall be borne by the Buyer.
(2) Order placed with a classic credit card and in Fiat currency:
ARTPOINT provides the User with a secure online payment service, in order to guarantee the security of payments made on the platform and to fight against fraud. This secure online payment service allows the User to pay his order on a secure site. After having made his secure payment on the Stripe API, the Buyer is directly redirected to the ARTPOINT platform once the payment is made.
The transaction results in the edition of a Work of Art of which the User automatically becomes the owner as well as the possibility for the User to Mint the Work of Art on the Blockchain in order to ensure the creation and emission of the NFT backed by the Work of Art he owns. If he decides to Mint the Work of Art, the User will be able to use the Blockchain to create the NFT.
If the User decides to mint the Work of Art on the Blockchain, the User is responsible for the security of the NFT, of his Metamask Wallet. If the User decides to mint the Work on the Blockchain, the User is responsible for the security of the NFT, of his Metamask Wallet** **The minting of the Work on the Blockchain ensuring the issuance of the NFT as well as the transfer of the NFT to the Buyer's Wallet may generate fees related to the use of the Blockchain, called gas fees, which will be paid by the Buyer.
If the User has acquired a Work of Art sold on the ARTPOINT Marketplace, he can request an invoice by sending an email to the following address: firstname.lastname@example.org.
Confirmation of the purchase of an Artwork :
Following the procedure described above and in case an email address has been provided by the User, ARTPOINT will send an email to the Purchaser at the email address provided, confirming the conditions of the Purchase, including the sale price paid by the Purchaser.
If the Buyer has not received a confirmation email after the purchase of a Work of Art, the Buyer is invited to check his spam and then, if necessary, to contact ARTPOINT by email at: email@example.com.
We will not be held responsible for any typing error that prevents the confirmation email from being sent.
Obligations after payments :
You are responsible for all payments, fees and costs associated with transactions involving an NFT, including without limitation the purchase price and transaction fees (e.g “gas” fees), and any other fees associated with respect to your NFT.
Gas fees. Gas fees are required to execute transactions. Such fees are paid to miners or validators for validating transactions and securing the blockchain, regardless of whether a transaction succeeds or fails. Failed transactions require computational power as much as successful transactions and therefore must be paid for to miners or validators that perform the computational work. It is your sole responsibility to pay for applicable gas fees or any other applicable transaction fees. ARTPOINT does not set nor collect gas fees and has no responsibility in that respect.
Taxes. You are responsible for payment of all national, federal, state, local or other taxes of any jurisdiction, of whatever nature whether now in effect or imposed in the future by any national federal, state, local, international or any other governmental authority or taxing jurisdiction, including, without limitation, any income, use, value-added (VAT), and other taxes and duties associated with your use of ARTPOINT Market and your purchase of an NFT from any part.
4.3 Right of Withdrawal
Given the specific nature of the NFT subject to the transaction, which implies an instantaneous execution, the Customer acknowledges that he/she has been informed and accept by a positive click, that his right of withdrawal cannot be exercised as provided for in article L.221-28 paragraph 13 of the French Consummation Code, and The Customer has understood that he will waive and lose this right of withdrawal.
Therefore, there is no refund. All purchases of NFTs are final. All purchases, as well as associated charges, are non-refundable**.**
BY PURCHASING AN ARTWORK ON THE WEBSITE, THE USER EXPRESSLY WAIVES HER/HIS RIGHT OF WITHDRAWAL AND CONFIRMED IT WITH A POSITIVE CLICK.
ARTPOINT is required to collect some User’s personal data during the User account creation. The communication of the personal data requested is strictly necessary for the services performance. Therefore, its communication is essential for the fulfillment of the parties’ contractual obligations. If you refuse the requested information communication, ARTPOINT will not be able to establish contractual bounds with you. Users accept that these personal data could be communicated to the Artists for the performance of the services of the Marketplace, or if necessary to other Users upon and on request to any public or/and judiciary enquiring Authorities.
The personal data collected by ARTPOINT shall be stored for the time necessary to Parties to fulfil the Parties contractual obligations under these Terms of Services.
ARTPOINT implements appropriate organizational and technical measures to ensure the Security of personal data collected from its Users. However, in case of doubt by the User of the security of the data collected or the personal account opened on the Marketplace, The User shall inform the Marketplace, it will do his best efforts to help him, if possible.
Users have the right to access, rectify and delete their personal data. Anyone may also, for legitimate reasons, oppose the processing of their data. Users may exercise these rights at any time by sending their request to the following e-mail address : firstname.lastname@example.org.
5.1 IP ownership
Each NFT issued on ARTPOINT is associated with a digital Artwork or other content which may be copyrighted and which in any case, is owned by the Artist. Buying an Artwork on the Marketplace does not mean that the User becomes the holder or owner of the Intellectual property rights attached to the Artwork.
The Artist owns all legal right, title, and interest in and to any Artwork, designs, drawings, photographs, logos, trademarks, copyright and any other creative material or content that may be associated or incorporated with any NFT issued on ARTPOINT Marketplace as part of NFT Collection.
The rights that Purchaser has in and to the Artwork or any creative content integrated are limited to those described in these following Terms :
5.2 License applicable to all NFTs issued on ARTPOINT Marketplace
Subject to your compliance with these Terms, the Artist hereby grants you a limited, non-exclusive, free of charge transferable only with the resell of the NFT associated, a (“License”) to access, use, display only on social network or the website of a Marketplace for its resell, to copy for strictly private use, the Artwork underlying the NFT purchased for only your own, non-commercial personal use.
5.3 Forbidden Uses
You commit that you may NOT, and will NOT permit any third party to, do, or attempt to do any of the following acts:
This License only applies to you to the extent that you are the owner of the NFT. If at any time you sell, trade, give away or transfer your NFT to another Buyer or Holder this License shall be transferred to such Buyer or holder, and you will have no further rights in or to the NFT and its Artwork associated.
5.4 Secondary sales
You may sell your NFT on any marketplace that respect NFT standards and Metadata included such as the license and Artist’s identification. As a result of such sale or transfer, you will cease to have any further rights to such NFT.
You acknowledge and agree that ARTPOINT and the Artist shall receive a percentage as a share a revenue on the price of the first NFT and its associated Artwork initially sold on the first market of the ARTPOINT online marketplace.
You also agree that you will receive a percentage only on the first resale of any NFT associated with the Artwork on the secondary market chosen by the holder.
You acknowledge and agree that the Artist shall receive a percentage of every secondary resell of each NFT initially minted on ARTPOINT Marketplace.
The terms of this non-exclusive and limited License are implemented in a document as metadata of the NFT associated to the Artwork and transmitted to the subsequent Buyer, upon resale.
5.5 ARTPOINT IP Website
All intellectual property rights attached to any content published on the Website, are provided to Users, within the exclusive framework of the use of the Website. Therefore, any unauthorized use of these contents is unlawful.
5.6 Profits and speculation
ARTPOINT does not make any representation or guarantee that you will achieve any profit from owning an NFT. We make no recommendation or representation of any kind as to the potential benefits, if any, associated with any NFT, including, but not limited to, the present or future value of any NFT.
6.1 Inherent technological risks with Blockchains.
Transactions that you engage via this Marketplace are confirmed and recorded on Blockchain network. Such network is a decentralized peer-to-peer network run by independent third parties, which ARTPOINT does not own, control, or operate.
We have no control over blockchain networks and, therefore, cannot and do not ensure that your transactions will be confirmed and processed.
Blockchain protocols are subject to change: upgrades to a blockchain, a hard fork or other change to the blockchain, a failure or cessation of the blockchain or its underlying cryptocurrency, or a change in how transactions are confirmed on the blockchain may have unintended, adverse effects on all blockchains using those or similar technologies, including the NFTs. Such changes may have consequences on their key characteristics including but not limited to their availability, name, security, market value or the way they operate.
ARTPOINT shall have no liability to you or to any third party for any claims or damages that may arise because of any payments or transactions that you engage in via the Marketplace.
6.2 Financial risks.
NFT prices and markets are extremely volatile and subjective. Variations in the price of other digital assets may adversely affect the value of any digital Artwork you own, or asset associated to NFTs, and there is no guarantee that NFTs will have or retain any value.
ARTPOINT does not represent or guarantee that you will gain any profit from acquiring an NFT and its underlying digital Artwork.
6.3 Regulatory risks.
Regulations governing blockchain technologies, cryptocurrencies and tokens are uncertain and subject to change all over the world. You accept and acknowledge that ARTPOINT bears no responsibility in relation to changes to the regulatory regime governing blockchain technologies, cryptocurrencies, and tokens in any jurisdictions, or any policy affecting the use and value of your NFTs.
6.4 Security risks
Connecting your wallet. Always Verify. You can access and use ARTPOINT Market by connecting your wallet. Software integrity, especially when connected to the Internet, is very hard to verify. When connecting your wallet to Marketplace, we recommend that you use a hardware wallet as software wallets are subject to hacking. You are solely responsible for verifying that the information displayed on your device screen is accurate and consistent with your intention before signing a transaction.
Keeping your wallet credentials safe. ARTPOINT does not have access to or store passwords, recovery phrases, seed phrases, private keys, passphrases, transaction history, PIN, or other credentials associated with your wallet. We are not able to help you retrieve your credentials. You are solely responsible for remembering, storing, and keeping your credentials in a safe and secure location.
6.5 Interruption of access to the Marketplace
The Website is accessible 24h a day and 7 days a week, except during maintenance upgrades.
We will also have the right to complete, delete or modify, at any time, the Website, and the Services available on it.
Due to the complexity of the internet network and its technical performance and response time for consulting, querying, or transferring information data, ARTPIOINT makes its best efforts, to allow access to and use of the Website and the Services offered.
ARTPOINT cannot guarantee an absolute availability of the Website and reserves the right, without notice or compensation, to temporally close the Website or access to one or more Services, to carry out an update, maintenance operations, modifications or changes to operational methods, servers, and hours of accessibility.
You agree that ARTPOINT, in its sole discretion, may suspend or terminate your access or use of ARTPOINT Marketplace if you have violated these Terms of Services. Any suspected fraudulent, abusive, or illegal activity may justify termination of your use of the Marketplace and may be referred to appropriate law enforcement authorities. You agree that any termination of your access to the Marketplace under any provision of these Terms may be affected without prior notice.
To the extent allowed by applicable law, you will indemnify and hold harmless ARTPOINT and/or its Artists from and against all claims, demands, liabilities, damages, penalties, fines, taxes, costs and expenses (including without limitation reasonable attorneys’ fees and court costs) arising out of or in connection with any breach of these Terms or your unauthorized use of the Marketplace, your NFTs or Associated Artwork, for example in case of infringement related to violation of the IP License.
We reserve the right to modify these Terms from time to time. We will make the updated Terms available on the Marketplace and mention the “Last Updated” date at the beginning of the Terms accordingly. Please check the Terms periodically for changes. Any changes to the Terms will apply on the date that they are made and your continued use of ARTPOINT Marketplace will constitute your acceptance of the updated Terms. The new version of the T.C.S shall then apply to any purchase or resell made after they have been posted online.
If any provision of these Terms is found to be unlawful, void or for any reason unenforceable, that provision will be enforced to the maximum extent permitted by law and otherwise deemed severable from these Terms and will not affect the validity and enforceability of any remaining provisions. You agree that ARTPOINT failure to exercise or enforce any right or provision of these Terms will not constitute a waiver of such right or provision.
The present TCS are subject to French law.
In case of any complaint or question relating to a purchase of NFT on the Site, please contact ARTPOINT by a detailed message on the following email: email@example.com.
Please enter your contact details and provide any information that will enable ARTPOINT to understand the origin of the dispute and provide an appropriate solution if possible.
According to the French law and the consumer code, the consumer, that is to say any natural person acting for purposes not related to her/his commercial, industrial, artisanal, liberal or agricultural activity, has nevertheless the possibility of using, before any action is brought before the competent French Court, a free process of dispute resolution, within one year following a written complaint to ARTPOINT in order to find an amicable solution to the dispute.
If you are a consumer in the European Union, it is possible to make a complaint online on the European platform for online dispute resolution ("RLL platform"), accessible at http://ec.europa.eu/consumers/odr by filling in an electronic form. The RLL platform will inform ARTPOINT of the submission of the claim. The Customer and ARTPOINT will agree on the dispute resolution process to solve the dispute between them. For more information on the mediation process click on: https://webgate.ec.europa.eu/odr/main/index.cfm?event=main.home.show&lng=FR
Any dispute relating to the application or interpretation of the present T.C.S which cannot be settled amicably will be brought before the French court which has both material and territorial jurisdiction, in accordance with the legal and regulatory provisions in force, depending on whether you are a consumer or a professional.
In the latter case, the parties agree to submit their dispute to the exclusive jurisdiction of the commercial court of Paris.