VERSION UPDATED ON 04/04/22
Notice: any unauthorized reproduction of these General Terms and Conditions constitutes an act of parasitic commercial activity when a natural or legal person, for profit and in an unjustified manner, takes inspiration from or copies an economic value from others, individualized and providing a competitive advantage, the result of know-how, intellectual work and investments.
GLOSSARY OF TERMS USED
BUYERS: customers who are legal entities or individuals of legal age in their country of residence, wishing to acquire NFTs under these terms and conditions for purposes not related to their professional, commercial, business, artisanal or liberal activity.
DIGITAL ASSETS: category of digital tokens defined in articles L.552-2 and L.54-10-1 2° of the French Monetary and Financial Code, for which the offer to the public and the provision of certain services may be regulated by the French Financial Market Authorities.
ADDRESS: alphanumeric sequence representing the public key that allows interaction with the Blockchain network.
AIRDROP: free distribution of NFTs according to the terms determined by the Seller.
BLOCKCHAIN: shared electronic recording device allowing the issuance and circulation of digital tokens, fungible or non-fungible, some of which may have the character of Digital Assets.
GCU: General Conditions of Use, accessible at any time on the Website
GTC: General Terms and Conditions of Sale, accessible at any time on the Website as well as in the metadata kept through the Interplanetary File System (IPFS) protocol
PUBLISHER: the company COINCEPTION, a simplified joint stock company, with a capital of €10,000.00, whose head office is located at 42 IMP DES POMMIERS, 83520 ROQUEBRUNE-SUR-ARGENS, FRANCE registered in the Trade and Companies Register of FREJUS with the number 908 120 777, represented by Mme Emmanuelle DUBOIS acting and having the necessary powers as President.
TRANSACTION FEES: fees charged by the Blockchain network nodes that validate transactions. Transaction fees are charged for each transaction involving an NFT.
FREEMINT: free distribution of NFTs according to the terms determined by the Seller. However, the transaction fees are charged to the Buyer.
HARD FORK: a new branch on a Blockchain, causing a non-backward compatible change in the protocol, usually caused by discrepancies in the consensus rules.
NFT or NON-FUNGIBLE TOKEN: encrypted and non-fungible token, issued and circulating through the Blockchain, which can be the representation or the object of certain rights or contents that are intended to be individualized, whose Transfer is carried out by means of a Smart Contract. Here, it designates the NFT collection of "CSSA BOARS" intended to promote the image of the Club Sportif Sedan Ardennes through its mascot, the Ardennes boar.
PRESALE: offer of tokens in presale, before the Public Sale phase, for a duration and a number of NFTs according to the terms and conditions indicated on the Website
PUBLIC SALE: offer to the public of digital tokens without restriction
REVEAL: release of NFTs with the disclosure of the attributes granted to each NFT. The Reveal phase triggers the Transfer of the NFTs.
WEBSITE: Seller's website accessible at the following URL: www.cssaboars.io
SMART CONTRACT: self-executing program registered in a Blockchain and which is backed by the GTC.
TRANSFER: means the transfer of the NFT from the Seller's Address to the Buyer's Address. The Transfer entails a transfer of ownership of the NFT and associated risks from the Seller to the Buyer.
USER: any natural or legal person browsing the Website.
SELLER: means:
the company, COINCEPTION, is a simplified joint stock company, with a capital of €10,000.00, whose registered office is located at 42 IMPASSE DES POMMIERS, 83520 ROQUEBRUNE-SUR-ARGENS, FRANCE registered in the FREJUS Trade and Companies Register under the number 908 120 777, represented by Mme Emmanuelle DUBOIS acting and having the necessary powers as President;
The company, METAPLUS, (legal form) with a capital of €10,000, whose head office is located 42 rue Gambetta 83700 Saint Raphaël, France, registered in the Trade and Companies Register of Fréjus under the number 911 825 057, taken in the person of its legal representative in office.
The company, COINCEPTION, is bound by a service provision agreement with the Company METAPLUS which holds all the intellectual property rights necessary for the conclusion of these terms and conditions.
WALLET: computer program allowing a natural, legal person to keep digital assets by the attribution of a private and public key. The Seller has chosen to reserve the sale of NFTs to holders of a METAMASK Wallet, which allows you to purchase, store and perform transactions using the Ethereum Blockchain. You will not be able to make transactions on the Website other than through this software which is provided by a third party.You are required to accept this third party’s own terms of use and privacy policy:
https://metamask.io/
Instructions on how to install and configure your Metamask Wallet, are in our FAQ:
www.cssaboars.io
WHITELIST: pre-registration for the public sale of tokens, according to the terms and conditions indicated on the Website
GENERAL TERMS AND CONDITIONS OF SALE
GENERAL TERMS AND CONDITIONS OF USE
GENERAL TERMS AND CONDITIONS OF SALE
ARTICLE 1 - General Provisions
These GTCs govern the sale of NFTs between the Seller and Buyers on the Website.
For all matters not expressly regulated in these GTC, we refer to the provisions of the GCU. In the event of a conflict between the two documents, the GTC shall prevail, including over any other contradictory document.
As the GTC may be subject to subsequent changes, the applicable version is the one in force on the Website at the date of Transfer of the NFT.
ARTICLE 2 - Pre-contractual information
2.1 From a legal point of view, the NFTs offered for sale by the Seller are digital assets within the meaning of Article L.552-2 of the French Monetary and Financial Code. This is an offer partially subject to the provisions relating to offers to the public set out in Articles L.552-3 et seq. of the Monetary and Financial Code, but it does not concern any of the services set out in Article L.54-10-2 of the French Monetary and Financial Code, insofar as the Seller carries out the sales exclusively on its own behalf. The purchase of the NFT implies a transfer of ownership as well as the granting of a license to use the NFT under the conditions mentioned in article 4 of this document, and the attribution of benefits in kind under the conditions mentioned in article 5 of this document. Purchasers agree that the purchase of the NFTs does not entitle them to ownership of financial securities or any equity or decision-making interest in the Seller, nor does it entitle them to shareholder or partner status or any other equivalent right, nor does it entitle them to any assignment or grant of intellectual property rights belonging to the Seller and/or its affiliates other than as provided in article 4.
2.2 For tax purposes, the treatment of NFTs depends on the legal nature of the right(s) they represent. Therefore, it is strongly advised to take advice from a professional with expertise in the taxation of digital assets before proceeding with any acquisition of digital assets.
2.3 In order to acquire the NFT and complete its Transfer, Buyers must download and install a Wallet.
Purchasers are reminded, and should expressly acknowledge having been informed, that:
- Blockchain technology is new, experimental and speculative and that there is therefore significant uncertainty as to its operation, effects and risks, as well as to the application of the laws applicable to this technology;
- it is their responsibility to verify that the Wallet Address is correct and that their Wallet is authorized to receive the NFT Transfer. In this respect, it is specified that the Smart Contract that generates the NFT will follow the European "ERC 721" standard;
- the Wallet’s private key must remain confidential and must never be disclosed to third parties.
2.4 The technology enabling the development and circulation of NFTs is not stable. Consequently, the Seller cannot be held responsible for anything that is not directly and exclusively of its making, and in particular:
- the reliability, interoperability or saleability of the NFT and its suitability to the Buyers’ expectations or for a particular purpose
- the deterioration or disappearance of the Blockchain technology used to create and transfer the NFT (and in particular its upgrade, a hard fork, or a modification to the transaction confirmations)
- the act of a third party, and in particular malicious acts related to hacking, phishing, viruses, brute force or any other means of attack against the Seller's Site and its applications or the Wallet belonging to the Buyers and/or the Seller
- the failure of connection to the Seller's Site and its applications or the failure of a browser and its extensions
- failure of a server or loss of data
- failures related to the transactions necessary to process the NFTs and transfer their ownership (including network fees, third-party platform fees, blockchain network congestion, etc.)
- negligence by Buyers in the installation or use of the Wallet, the input of transfer data and the use of a password
- and more generally, any case of force majeure within the meaning of Article 1218 of the French Civil Code or act of a third party.
Seller's liability for direct losses shall be limited to the amount paid by Buyers for the purchase of the NFT, i.e. the amount in digital assets paid into Seller's Wallet on the day of the transaction, and shall not include indirect losses whether specific or in the form of opportunity loss.
By adhering to these GTC, the Buyers acknowledge that they are of legal age in their country of residence, and that they are aware of all the essential characteristics of the goods sold, taking into account the communication medium used and the goods concerned, pursuant to Article L.111-1 1° of the French Consumer Code.
ARTICLE 3 – NFT Price and delivery
NFTs are sold in ETHERS (ETH), a digital asset used as a protocol token on the Ethereum Blockchain. The price indicated does not include the transaction fees related to the Blockchain network, nor any possible duties and taxes that could apply according to the Buyers’ country of residence for an exchange transaction between digital Assets.
The Seller offers a collection consisting of five categories of NFT CSSA BOARS for sale, each representing a specific position on the pitch:
Defender - 2,500 NFTs (0.05 ETH)
Central defender and left back: the first line of defense before the goalkeeper.
Midfielder - 2,500 NFTs (0.10 ETH)
Defensive, relay or offensive midfielder: the stamina to defend and attack.
Goalkeeper - 2,500 NFTs (0.15 ETH)
A key role in a match: never lets the ball go over the line.
Forward - 2,500 NFTs (0.20 ETH)
Center forward or striker, support striker or winger: a strategic position.
Staff - 1,011 NFTs (0.25 ETH)
Coach, physical trainer, doctors, manager, etc: key players behind the scenes
These prices are the public prices set for the sale period during the public sale phase.
The NFTs will be available for purchase on the first day the collection is launched. However the sale of the NFTs will be done in several phases: whitelist, presale, public sale and reveal, this last phase resulting in NFTs being transferred buyers.
In consideration of their participation in the phases prior to the Public sale, Buyers may benefit from a preferential rate for a limited number of NFTs according to the terms and conditions indicated on the Website.
Buyers are informed that delivery of NFTs will only occur during the Reveal phase, according to the terms and conditions indicated on the Website.
The Seller may also decide to implement an Airdrop or FreeMint phase according to the terms and conditions indicated on the Website, which shall be excluded from this Agreement except for the application of articles 4, 5, and 6, and shall not give rise to any liability or warranty from the Seller.
Payment of the price shall be made to the Wallet Addresses indicated by the Seller to the Buyers.
The Buyers will benefit from the Transfer of their NFT to the Wallet Address previously indicated to the Seller at the time of the Reveal phase, which completes the delivery, the transfer of property as well as the transfer of any associated risks.
Buyers are informed and expressly acknowledge and agree that the purchase of an NFT cannot be cancelled once the payment has been made, as the legal guarantee under common law is not applicable (article L.217-1 of the French Consumer Code), as well as the guarantee specifically provided for contracts for the supply of digital content and services (article L224-25-3 II 7° of the French Consumer Code), and the guarantee for hidden defects (article 1643 of the French Civil Code). Finally, the right of withdrawal is excluded in the cases referred to in Article L.221-28 of the French Consumer Code, and in particular goods whose price depends on fluctuations in market rates that may occur during the withdrawal period, as well as digital content provided on an intangible medium whose execution has begun with your agreement, and for which you have waived your right of withdrawal, finalized by the request for execution of the NFT Transfer in your Wallet.
ARTICLE 4 - Intellectual Property Rights
The Transfer of the NFT automatically entails the granting by the Seller to the Buyers of:
• full and complete ownership of the NFT, which means the right to give, sell or exchange this NFT
• a non-exclusive, worldwide, non-transferable, royalty-free license to adapt, reproduce and exploit the subjects, designs, scenes and symbols represented by the NFT and any extensions you choose to create or use, solely for the following purposes: (I) in any medium, for your personal, non-commercial use; (II) as part of a marketplace that permits the purchase and sale of the NFT, provided that the marketplace cryptographically verifies the rights of each owner of a CSSA Boars NFT to ensure that it is the actual, licensed owner; or (III) as part of a third-party website or application that permits the inclusion, involvement or participation of the NFT,
• a non-exclusive, worldwide, non-transferable, royalty-free license to adapt, reproduce and exploit the subjects, designs, scenes, symbols represented by the NFT and any extensions you choose to create or use, solely for the following purposes: (I) in any medium, for commercial use, i.e. for the purpose of deriving revenue from the licensed items; (II) in connection with the operation of a marketplace that permits the purchase and sale of the NFT, provided that Licensee agrees to cryptographically verify the rights of each owner of a CSSA Boars NFT to ensure that it is the actual owner and licensee; or (III) in connection with the operation of a third-party website or application that permits the inclusion, involvement, or participation of the NFT.
Pursuant to Articles 1127- 3, 1127- 4 and 1379 paragraph 2 of the French Civil Code, the consent of the parties is evidenced by computer transcripts executed in the Smart Contract upon transfer of the NFT. The conservation of the GTC is carried out in the form of hashtag and timestamp, having probative value within the meaning of article 1366 of the French Civil code. It can be consulted at this address: cssaboars.io
However, the purchase of the NFT does not imply the transfer of any personal non-property rights on the digital content, which remain inalienable. Similarly, the purchase of the NFT does not imply any right of use and reproduction by the Customer of the distinctive signs belonging to the Seller (company name, word trade mark or logo).
The NFT distributed by Airdrop or Freemint benefit from the application of this clause in its entirety.
The Buyer is informed that the Seller has an inalienable right to participate in the proceeds of the resale of NFTs after their issue. Accordingly, a fee equivalent to 10% of the amount, exclusive of tax, for each resale made on the secondary market by an intermediary shall be charged and paid to the Seller.
ARTICLE 5 - Benefits attributed to the NFT
The free or for-a-fee distribution of NFTs is offered as part of the promotion of Club Sportif Sedan Ardennes.
The NFTs sold or obtained during the Airdrop phase are delivered with randomly generated attributes according to the following process: each pixel is meticulously positioned by the professional illustrator, a level of rarity is assigned to each metadata of each attribute in the collection and during the generation of the images by algorithm, these attributes are added together to determine the final level of NFT rarity.
Our Smart contract imposes a strict limit of 11,011 CSSA Boars divided into five groups (2,500 CSSA Boars Defenders, 2,500 CSSA Boars Midfielders, 2,500 CSSA Boars Attackers, 2,500 CSSA Boars Goalkeepers and 1,011 CSSA Boars Staff).
The Smart contract has full control over the random allocation of attributes during the allocation process, which means that we cannot manipulate or influence them.
Attributes entitle Buyers to benefits based on their level of rarity, in a manner that will be specified on the Website.
The advantages associated with the attributes will be published on the Website and on social media networks as the project progresses.
At the end of this phase of Reveal, the NFT and their attributes will be visible on several third-party websites such as Rarity Tools.
Buyers will also be able to benefit by draw of NFTs distributed free of charge during one or several Airdrop phases.
The rules of this draw will be indicated on a specific page on the Website, as well as on social media networks.
Pursuant to Article L.224-25-3 6° of the French Consumer Code, our offer is not subject to the provisions relating to contracts for the provision of digital services and content. Instead, it is within the perimeter of the "advertising lotteries" envisaged in the article L.320-6 3° of the French Internal Security Code.
To this end, Buyers acknowledge by the acceptance of these GTCs to have benefited from fair and sincere information on the description and terms of the offer, and to have been alerted in particular that, at no time, our offer:
- does not promote, trivialize or incite behavior likely to jeopardize the financial, social or psychological security of Buyers
- guarantees that the number of NFTs acquired will increase the probability of benefiting from more favorable advantages or of eliminating hazards
- suggests that the acquisition of NFTs is something more than mere entertainment, i.e. a way to solve financial difficulties or to earn a better living
- gives the impression that excessive financial losses in relation to the Buyers' situation could be of no consequence
- does not promote features that would attract underage Buyers in their country of residence.
ARTICLE 6 - Personal data
Pursuant to French Freedom of Information Act 78-17 of January 6, 1978 as amended by Law No. 2018-493 of June 20, 2018, it is recalled that the personal data requested from Buyers are necessary for the execution of the sales contract and the preparation of invoices, in particular.
The two entities representing the Seller are jointly responsible for processing.
This data may be communicated to any of the Seller's partners responsible for the execution, processing, management and settlement of purchases.
The processing of the information provided meets the legal requirements for the protection of personal data and the information system used to ensure optimal protection of such data.
The Buyers have, in accordance with the national and European regulations in force, a permanent right of access, modification, rectification, opposition, portability and limitation of the processing of the information concerning them.
These rights can be exercised by notifying the Seller at the address indicated in article 10.
ARTICLE 7 - Applicable law - Language
These GTC and the operations resulting from them are governed by French law.
They are written in French and in English, with only the French text being authentic in the event of disputes
ARTICLE 8 - Disputes
In the event of a complaint relating to this contract, the Buyers can contact the Seller at the address indicated in article 10.
They must accompany the complaint with all supporting documents which will allow the Seller to evaluate the reasons and their legitimacy.
All disputes whose operations are concluded through the application of these GTC, concerning their validity, their interpretation, their execution, their cancellation, their follow-up and their consequences and which could not be resolved between the Seller and the Buyers will be submitted to the competent courts under the conditions of French common law, subject to a specific attribution of competence resulting from a text of law or particular regulation.
The Buyer is informed that he can in any case resort to a conventional mediation, in particular with the French Consumer Mediation Commission (C. cons. art. L 612-1) or with the existing authorities offering mediation in the sector, or with any alternative mode of dispute settlement (conciliation, for example) in the event of an appeal.
Any European Buyer may also contact the European Commission's online dispute resolution service at the following address: https://webgate.ec.europa.eu/odr/main/index.cfm?event=main.home.chooseLanguage.
ARTICLE 9 - Partial invalidity
If one or more of the provisions in this document are found to be invalid or declared as such by the application of a law, a regulation or a final decision of a competent court, the other provisions shall retain all their strength and scope.
ARTICLE 10 - Seller's contact information for handling disputes
You can contact the Seller:
By e-mail: emmanuelle@coinception.fr
By telephone: +33 (0)6 38 74 43 21
By mail: 42 Impasse des Pommiers 83520 Roquebrune-sur-Argens, France
GENERAL TERMS AND CONDITIONS OF USE
ARTICLE 1 - Scope of application and legal notices
1.1 Scope of application
These GCU govern the relations between the Publisher and the User.
They constitute, with the GTC if the navigation leads to a sale, the only binding contractual document for the User, excluding any other document emanating from the User or a third party, and in particular his or her own general conditions.
These GCU are applicable across the whole world and are binding to the User as soon as they are published online, including in case of modifications decided by the Publisher. The User is therefore advised to systematically check the current GCU before continuing to browse the Site.
1.2 Legal information
Publisher's phone number: +33 (0)6 38 74 43 21
Publisher's e-mail address: emmanuelle@coinception.fr
Director of publication: Emmanuelle Dubois
Design and production: Coinception
Host: Ionos
Host’s phone number: +33 (0)9 70 808 911
ARTICLE 2 - Access to the Website
Access to the Website is reserved exclusively for persons of legal age in their country of residence.
You agree not to use this Site and the information or data contained within it for political or advertising purposes or for any form of commercial activity, in particular the sending of unsolicited e-mails.
ARTICLE 3 – Site Content
All trademarks, photographs, texts, comments, illustrations, images (animated or not), video sequences, sounds, as well as all computer applications that could be used to operate this Site and more generally all elements reproduced or used on the Site are protected by the laws in force covering intellectual property.
They are the full and complete property of the Publisher or of the third parties acting on his/her behalf and any reproduction, representation, use or adaptation, in any form whatsoever, of all or part of these elements, including the computer applications, without the prior written consent of the Publisher or of his/her delegate, are strictly prohibited. The fact that the Publisher or his/her delegate does not initiate proceedings as soon as it becomes aware of such unauthorized use does not constitute acceptance of such use and waiver any proceedings.
ARTICLE 4 - Third-party websites and applications
The use of the Website may include links to third-party websites and third-party applications. When the User clicks on a link to a third-party website or third-party application, the User acknowledges that he/she is informed that he/she is leaving the Website, and that he/she may be subject to the terms and conditions (including privacy policies) of that third party.
These third-party websites and third-party applications are not under the control of or the responsibility of the Publisher. The Publisher provides these third-party websites and third-party applications solely as a convenience and does not review, endorse, warrant or make any representations regarding the third-party websites, third-party applications, or the products and services offered.
Therefore, the User uses links to third-party websites and third-party applications at their own risk.
ARTICLE 5 - Interruption and limitation of Site access
For the good management of the Website, the Publisher can at any time:
- suspend, interrupt or limit access to all or part of the Website, reserve access to the Website, or certain parts of the Website, to a specific category of Internet users;
- delete any information that may disrupt the operation of the Website or that contravenes national or international laws in force;
- suspend the Website to carry out updates or maintenance operations.
ARTICLE 6 - Responsibilities
The equipment used to connect to the Website is under the sole and entire responsibility of the User. The User must take all appropriate measures to protect his equipment and his own data, in particular, from viral attacks via the Internet.
The Publisher cannot be held responsible in the event of legal or administrative proceedings against the User:
- due to the use of the Website or any service accessible through the Internet;
- because of the non-respect by you of these GCU.
The Publisher is not responsible for any damage caused to the User, to third parties and/or to their equipment as a result of the connection or use of the Website.
If the Publisher was to be the object of an amicable or legal procedure because of the use of the Website by the User, it will be able to claim against the User to obtain compensation for all damages, sums, penalties and expenses which could result from this procedure.
ARTICLE 7 - Cookies
The Website may automatically collect non-personal data. Any information collected indirectly will only be used to track the volume, type and pattern of traffic using this Website, to develop the Website design and layout, and for other administrative and planning purposes and to generally improve navigation of the Website.
ARTICLE 8 - Photographs and Product Representations
The photographs of the NFTs published on the Website prior to the Reveal phase are not contractual and do not bind the Publisher.
ARTICLE 9 - Applicable law and language
These GCU and the use that follows are governed by French law.
They are written in French and in English, with only the French text being authentic in the event of dispute.
These GCU are governed by French law and are subject to the jurisdiction of the competent courts under the conditions of French common law, subject to a specific attribution of jurisdiction arising from a particular legal or regulatory text.
ARTICLE 10 - Acceptance of the GCU
The fact that an individual or a legal entity is browsing the Website implies full and complete acceptance of these GCUs, which is expressly recognized by the User who waives, in particular, the right to rely on any contradictory document that would be unenforceable against the Publisher.
