cgu_EN - Wallburners

TERMS OF SALES

PREAMBLE

This document defines the general conditions of sale of the products and services offered by:

WALL BURNERS SAS, a company with a capital of 136,000 euros, whose registered office is located at 38 rue Meslay – 75003 Paris, registered with the Paris RCS under number 907 706 543. (Hereinafter referred to as “The Company”).

These general conditions concern distance sales in Metropolitan France only made from the e-commerce site walburners.art between the Company and its Customers within the meaning of Article L. 121-16 of the Consumer Code

The Company has developed a technology making it possible to create and market through its digital distribution platform unique digital assets, which cannot be reproduced and made tamper-proof by encryption through “Non Fungible Token” (NFT) technology using the Ethereum blockchain (hereinafter referred to as the “Collectibles”).

This technology makes it possible in particular to reproduce works on a digital medium linked to a unique cryptographic token representing the work and thus to transfer in a secure and tamper-proof manner this unique token representing the work concerned. This technology also makes it possible to create limited series cryptographic tokens linked to one or more works.

Important : WALL BURNERS SAS is incorporated under French law, hence the applicable Term & Conditions are available here in French. This document is faithful translation in English for international customers.

DEFINITIONS

Work : Pictorial or sculptural work produced by an Artist and marketed in digital form by The Company.

Edition: Each Work is reproduced in the form of one or more different Editions, each marketed in a limited series in the form of Collectibles.

collection (or BURN) : Digital asset produced in limited series giving access to exclusive content (photographs, videos and other functionalities) relating to the Work.

Collectibles can be

Minted (or NFT): Their ownership is registered on the Ethereum blockchain.
Non-minted: Their ownership is guaranteed by the Company without being registered in the blockchain. A Non-Minted Collectible can be transformed into NFT by its Owner for Ethereum transaction fees: gas fees.

The use of the Application is necessary to access exclusive content

Application: Application for smartphone, downloadable free of charge, necessary to access the exclusive content of Collectibles and take advantage of all the associated functionalities.

NFT: Collectible made tamper-proof by encryption through “Non Fungible Token” technology using the Ethereum blockchain.

Wallet : Encrypted digital wallet belonging to the Client, containing Ethereum (ETH) and able to accommodate Minted Collectibles (NFT).

The Company only allows the purchase and transfer of NFTs on “Metamask” Wallets developed by ConsenSys Software Inc. Information and instructions relating to the installation and use of Metamask Wallets are available on the site: https ://metamask.io/

Owner : Person or entity owning a Collectible.

Selling Owner : Owner of a Minted Collectible (NFT) who puts it up for sale on the Marketplace.

Marketplace: Digital distribution platform belonging to The Company dedicated to the commercialization of Collectibles.

Client : User identified and connected to the Marketplace through an identifier or his Wallet.

First Market Offer : Sale of a Collectible never before marketed, by The Company on the Marketplace.

Second Market Offer : Re-sale of a Minted Collectible (NFT) by its Seller Owner on the Marketplace.

Order: Transaction of a Collectible

Minted Collectibles (NFT): Ethereum transaction initiated by a Client from his Wallet to transfer the ownership of a Collectible there in exchange for an amount in ETH.
Non-Minted Collectibles: transaction initiated by a Client from the Marketplace, the purpose of which is to transfer ownership of a Collectible to him in exchange for payment in Euros.

Transfer :

Minted Collectibles (NFT): Registration operation in the Customer’s blockchain as the new owner of the NFT.
Non-Minted Collectibles: Operation of registration in the database of the Client’s Company as the new owner of the Collectible.

Validated transfer :

Minted Collectibles (NFT): The Delivery is considered finalized and the Transfer effective once the presence of the new NFT ownership data in the blockchain has been confirmed. By the very nature of transactions on the blockchain, the Transfer time may vary, from the Order, from 1 to 30 minutes. This is an average time depending on the amount of “Gas fees” defined by the Customer when placing the Order.
Non-Minted Collectibles: The Delivery is considered finalized and the Transfer effective once the presence of the new Collectible ownership data has been confirmed in its Collector’s Space.

Collector’s Area: Area with private access, dedicated to Owners allowing them to carry out day-to-day operations, provide up-to-date contact information and re-sell a Minted Collectible (NFT) as part of a Second Market Offer.

ARTICLE 1: SCOPE

The general conditions of sale apply to any Customer and any sale of a Collectible through the Marketplace accessible in particular on the site http://wallburners.art or any other websites of services or products dependent on La Company.

They can be consulted and downloaded permanently at the following address: http://wallburners.art/cgu_fr

Any online order with the Company requires the express and prior acceptance, by effective validation (“click”) of these general conditions. With this validation, the Customer expressly acknowledges that these general conditions of sale are binding on him and he waives the right to rely on any contradictory document, which would be unenforceable against The Company.

The Customer also acknowledges being fully informed of the fact that his agreement concerning the content of the General Conditions of Sale does not require the handwritten signature of this document, the sale being made electronically.

ARTICLE 2: PURPOSE

The purpose of these general conditions is to define the rights and obligations of the parties in connection with the online purchase of Collectibles by the Customer and their relisting by the Seller Owner.

The Collectibles will remain, for the entire legal term of copyright protection relating to the Works and any renewals, resumptions and/or extensions provided for by the legislative or regulatory provisions, accessible via the address contained in each Collectible in order to guarantee its authenticity, inviolability and permanence.

The Collectibles reproducing a Work will be the only digital assets representing this Work for which the Artist may use a statement that characterizes its authenticity in his name (such as “official”, “exclusive” or “certified”, without this list is exhaustive).

The number of sold copies of each Collectible is indicated to the Customer on the Marketplace before the sale. The corresponding Collectible purchased by the customer then includes a unique serial number.

The Company presents on its website the Collectibles for sale with the necessary characteristics which make it possible to comply with article L 111-1 of the Consumer Code, which provides the possibility for the potential Customer to know before taking the final order the characteristics essential to the property he wishes to purchase.

ARTICLE 3: NEED TO DOWNLOAD THE APPLICATION

The Customer acknowledges being informed of the need to have the Application in order to be able to fully exploit the information contained in the Collectibles. The application is free and downloadable through the Apple or Android download platforms.

The Customer acknowledges having read and accepted the procedure to be followed to download the Application and access the content of the Collectible through it. This procedure is accessible at the following address http://wallburners.art/help

The Customer also acknowledges that the fact of not having the Application for any reason whatsoever (for example: due to technical incompatibility, download error or bug) cannot represent a total or partial cancellation of this contract.

ARTICLE 4: PURCHASE OF A COLLECTIBLE

In accordance with the provisions of article 1127-1 of the Civil Code, the Customer acknowledges having taken, prior to placing an Order for a Collectible, knowledge on the Website:

the different steps to follow to conclude the contract with the Company
technical means allowing him, before the conclusion of the contract, to identify the errors made in the entry of data and to correct them;
the language proposed for the conclusion of the contract;
in the event of archiving of the contract, the terms of this archiving and the conditions of access to the archived contract;
the means of consulting electronically the professional and commercial rules to which the author of the offer intends, where applicable, to comply.

In accordance with the provisions of article 1127-2 of the Civil Code, the Customer acknowledges having been able to check the details of his Order and its total price, and to correct any errors, before confirming them to express its acceptance.

The sale will be considered final upon the Validated Transfer of the Collectible to the Customer.

The Collectibles will remain accessible via the address contained in each Collectible in order to guarantee their authenticity, inviolability and permanence.

ARTICLE 5: PRICES OF COLLECTIBLES

The prices of the Collectibles are expressed and all taxes included (TTC) in Ether (ETH) and in Euros.

Prices in Ether are denominated excluding any costs inherent in the use of Blockchain technology. In particular, the prices do not include any “Gas Fees” necessary for the Transfer of the NFT through a transaction in the Ethereum Blockchain. These additional costs are the responsibility of the Customer and are in addition to the price paid to The Company or the Selling Owner.

9.1 First Market offers

The price is set by the Company, which reserves the right to modify it at any time but undertakes to apply the prices indicated at the time of the Order.

The invoice will be sent to the customer on request by email and will include the actual amount of the transaction expressed in Euros as well as the amount of VAT applied.

In the case of a purchase in Ether (ETH), the Customer acknowledges that in view of fluctuations in the price of Ether, the price presented on the invoice may present a significant variation compared to the price at the time of the Order. The Company cannot be held responsible for this difference or more generally for the risks associated with the crypto-currency market.

9.2 Second Market Offerings (Minted Collectibles only)

The selling price is set freely by the Selling Owner from his Collector’s Space and the Transfer takes place directly between the Wallet of the Selling Owner and that of the Customer.

The Company receives a commission of 5% including tax from the transaction, part of which will be paid to the artist.

ARTICLE 6: PLACING OF ORDER

The Customer places an Order according to the procedure proposed on the Collectible page on the Marketplace.

The fact of placing an Order and ticking the box “I accept the general conditions of sale” during the ordering process implies the customer’s full and complete acceptance of these general conditions of sale, without reservation.

The Customer declares to have the full legal capacity allowing him to engage under these general conditions. No particular condition can, except formal and written acceptance of the Company, prevail against the present ones.

Any contrary conditions opposed by the customer will therefore, in the absence of express acceptance, be unenforceable against the Company, regardless of when they may have been brought to its attention. The fact that the Company does not expressly avail itself of any of the provisions of these general terms and conditions of sale cannot entail any waiver by the Company of their benefit. The Company may refer to it at any time for application.

The offers proposed on the Marketplace include the following elements: the identification of the seller (or the unique Wallet identifier for a Selling Owner), the price, any fees, the terms of payment, the terms of Transfer, the absence of right of withdrawal, the period of validity of the offer and this in a clear, understandable and unequivocal manner in accordance with article L.121-18 of the Consumer Code.

Proof : The Validated Transfer of the Collectible to the Customer constitutes proof of all transactions made between The Company (or the Selling Owner) and the Customer.

Information : The consumer verifies the completeness and conformity of the information he provides when ordering.

Delivery : The Validated Transfer of the Collectible to the Customer constitutes irrevocable acceptance of the thing delivered and acknowledgment of the proper execution by The Company (or the Selling Owner) of its obligation of delivery and compliance.

ARTICLE 7: TERMS OF PAYMENT

The price is payable in Ether (ETH) or in Euros, in cash, on the day the order is placed, by secure payment through the Customer’s Wallet or a bank payment card.

In order to make payments under good conditions, the Customer is solely responsible for informing and updating the contact details and information associated with his Wallet or his bank card.

At no time can the sums paid be considered as a deposit, the contract being concluded firm, except for the right of withdrawal established by law.

ARTICLE 8: RETENTION OF OWNERSHIP CLAUSE

The Collectibles remain the property of The Company (or of their current Selling Owner in the case of Second Market Offers) until full payment of the order. However, from the Transfer of the Collectible to the Customer, custody and risk of the goods delivered are transferred to the customer.

ARTICLE 9: SALE OF A COLLECTIBLE ON THE SECOND MARKET

Any owner of a Collectible can put it back on sale on the Marketplace as long as it has been Minted, that is to say transformed into NFT thanks to the “Mint” function available in his Collector’s Space.

The client acknowledges having read the need to provide the Marketplace with a functional Wallet Metamask to carry out the Mint operation and therefore to take advantage of the second market service.

The Marketplace allows the Selling Owner to put an NFT up for sale and set the selling price required directly in his Collector’s Space. This sale price will be expressed in Ether and will include VAT and any applicable tax.

These general conditions of sale only apply to the resale of Minted Collectibles (NFT) through the Marketplace. In the event that the Selling Owner decides to put an NFT back on sale on an NFT platform other than the Marketplace, the Company cannot be held responsible for the outcome of this sale or its financial or legal consequences and will not be liable for any way for possible damages.

Resale Fees : The Selling Owner acknowledges having been informed that the Marketplace will retain a 5% commission when reselling an NFT on the Second Market and that the amount of Ether he will receive on his Wallet will only represent 95% of the sale price that he entered in his Collector’s Space. It is indeed agreed by the parties that the payment of the Customer is made on the Wallet of The Company which will transfer the price less its commission to the Wallet of the Seller Owner.

The Selling Owner has the possibility of modifying the selling price required and canceling the sale of the NFT sound through the Marketplace interface at any time prior to the placing of an Order by a Customer. .

The Company will not provide an invoice to the client for a sale on the Second Marché. The Customer is invited to contact the Selling Owner to obtain any additional document relating to the transaction. The Company has no other additional obligation in this regard.

It is understood by the Client as by the Owner-Seller that the transactions resulting from Second Market Offers being carried out directly between the Owner-Seller and the Client, the Company cannot be held responsible for the consequences of the transactions carried out via the Marketplace or for any non-execution by either party

ARTICLE 10: SCOPE OF RIGHTS ON COLLECTIBLES

Once the Transfer is Valid, the Customer who has become the owner of the Collectible is granted by The Company the following exclusive rights to the digital assets contained in the Collectible (images, videos):

Right of representation through the Application in the private circle or any other representation free of charge
Right to lend or rent for representation by third parties free of charge through the Application
Possibility to buy high quality printed and numbered proofs of the main content with application of the artist’s autograph signature

It is understood that the purchase of a burn does not entitle its owner, in particular:

to reproduce the work whatever the medium with a view to its resale
to divert the work in violation of the moral rights of the artist

Upon resale of the Collectible by a Selling Owner, the latter loses the above rights to the new owner.

ARTICLE 11: ACCESS TO THE PRINTING SERVICE

The owner of a Collectible may place an order through the Marketplace for printed copies of the format of his choice (from the list offered) including the application of a self-adhesive label on which the Artist has left his signature.

The terms of this sale are governed by separate terms and conditions of sale.

ARTICLE 12: CONTRACTUAL DOCUMENTS AND ENTRY INTO FORCE

This contract is formed by the following contractual documents, presented in descending hierarchical order: these general conditions; the Transfer Confirmation sent by email. In case of contradiction between the provisions contained in the documents of different rank, the provisions of the document of higher rank will prevail.

These general conditions apply on the date of the Validated Transfer of the Collectible to the Customer’s Wallet. These general conditions are concluded for the duration necessary for the supply of the goods and services subscribed.

ARTICLE 13: RESPONSIBILITY

The Company cannot be held responsible for the non-performance of the contract concluded in the event of force majeure, fortuitous event, disruption of the Internet network.

The choice and purchase of a product are placed under the sole responsibility of the customer. The total or partial impossibility of using the products, in particular due to the incompatibility of its equipment, cannot give rise to any compensation, reimbursement or questioning of the Company’s liability.

In accordance with article 4 of decree n°78-464 of March 24, 1978, the provisions of the present cannot deprive the consumer of the legal guarantee which obliges the professional seller to guarantee him against all the consequences of hidden defects of the thing sold. .

The Company cannot be held liable in the event of non-compliance with the legislation of the country where the products are delivered. It is up to the Customer to check with the local authorities the possibilities of importing or using the products or services that he plans to order.

Hypertext links may refer to sites other than this site. The Company disclaims all liability in the event that the content of these sites contravenes the legal and regulatory provisions in force.

If you wish to exercise the warranty, simply contact the after-sales service

in priority by email: support@wallburners.art

ARTICLE 14: EXCLUSION OF GUARANTEE

A breakdown or breakage caused by negligence, deterioration, or improper use excludes the guarantee.

ARTICLE 15: RIGHT OF WITHDRAWAL

As Collectibles are digital content not provided on a material medium, the enjoyment of which begins immediately after their Validated Transfer, the Customer explicitly acknowledges that the consumer’s right of withdrawal cannot be exercised for this type of contract (Art. L221-28 of the Code consumption).

ARTICLE 16: COMPUTER PROVISIONS AND FREEDOMS

In application of law n° 78-17 of January 6, 1978, it is recalled that the personal data which may be requested from the customer are necessary for the processing of his order and the establishment of invoices in particular.

The processing of the information thus communicated has been declared.

The customer has, in accordance with the national and European regulations in force, a right of permanent access, modification, rectification and opposition with regard to information concerning him.

ARTICLE 17: CONTACT DETAILS OF THE COMPANY

Headquarters: WALL BURNERS, 38, rue MESLAY – 75003 Paris

by email contact@wallburners.art
by mail: WALL BURNERS, 38, rue MESLAY – 75003 Paris

ARTICLE 18: APPLICABLE LAW

Any sale concluded with the Company is subject to French law. This is the case for the rules of substance as well as for the rules of form.

In the event of a dispute, the French courts will have sole jurisdiction. In the event of a dispute or complaint, the consumer will first contact The Company to seek an amicable solution.

ARTICLE 17: INTELLECTUAL PROPERTY

All of the content (texts, comments, works, illustrations, images, etc.) displayed on this site is reserved under copyright as well as intellectual property and for the whole world. As such and in accordance with the provisions of the Intellectual Property Code, only use for private use is authorized, subject to different or even more restrictive provisions of the intellectual property code. Any other use constitutes counterfeiting and is sanctioned under Intellectual Property unless prior authorization from The Company. Any total or partial reproduction of the Company’s catalog is strictly prohibited.

The general design, as well as the texts, images, whether animated or not, sounds, know-how and any other element making up the site are the exclusive property of The Company and/or its suppliers.

This entire site is subject to French legislation on copyright and intellectual property. The same applies to the databases appearing on the website, which are protected by the provisions of the law of July 1, 1998 (article L112-3), and of which the Company is the producer.

Reproduction of all or part of this site (other than technically necessary for its consultation) on any electronic medium whatsoever is expressly prohibited.

The reproduction of an element of this site on a paper medium is authorized, subject to compliance with the following two conditions:

respect for the integrity of the documents reproduced: no modification or alteration of any kind,
clear and legible citation of the source in the following form – for example -: “this document comes from the site “wallburners.art”. Reproduction rights reserved and strictly limited”.

The website address “wallburners.art” must always appear in the reference.

The use of the content of the site in contravention of these prescriptions constitutes counterfeiting within the meaning of article 335-2 of the Intellectual Property Code.

In addition to damages for civil liability, it may be penalized with a fine of 300,000 euros and/or 3 years’ imprisonment.