TERMS & CONDITIONS OF USE
Preamble:
FA FUNGIBLE APPAREL, a simplified joint stock company with a share capital of 10,000 euros, registered with the Nanterre Trade and Companies Register under number 922055470 and having its registered office at 8 rue Jacques Henri Lartigue 92130 in Issy-les-Moulineaux (hereinafter referred to as "FUNGIBLE APPAREL") operates an innovative solution combining non-fungible tokens, the textile industry and new technologies.
To enable holders of non-fungible tokens to customize certain products through their crypto asset wallet, FUNGIBLE APPAREL has set up a platform allowing in particular connection to this wallet, visualization and customization of different products using graphics associated with the non-fungible token, placing an order for the personalized product as well as the creation of a new digital asset corresponding to the digital counterpart of the personalized product. (hereinafter the "Platform").
These General Terms of Use apply between FUNGIBLE APPAREL and any adult using the Platform or certain of its features. The General Terms of Use are intended to determine all the rules of access, the rights and obligations of FUNGIBLE APPAREL and the User as well as the terms of use of the Platform. The fact that the User validates the box "I have read and accepted without reservation the General Terms of Use as well as the Privacy Policy" implies recognition and acceptance by the User of these General Terms of Use as well as the associated Privacy Policy.
Any use of the Platform and its features implies the express and unreserved adherence of the User to these General Terms of Use as well as to the Privacy Policy.
IMPORTANT
FUNGIBLE APPAREL reminds that the non-fungible token (NFT) represents a simple digital asset recorded on a blockchain allowing to certify the authenticity of this asset and its non-interchangeability.
Thus, the ownership of a non-fungible token does not imply an automatic transfer of copyright on the work and/or the graphics associated with it.
In these conditions, it is the responsibility of any Client or Partner of FUNGIBLE APPAREL to verify in advance that they have all the rights to the work represented within the non-fungible token to represent, reproduce, adapt, print and commercialize it through the Platform published by FUNGIBLE APPAREL.
These elements can be specified in the pre-defined contractual clauses in the form of computer code when acquiring the non-fungible token (NFT) which may provide for a contract for the assignment of Intellectual Property rights and in particular a transfer of copyright on the Work represented within the non-fungible token (NFT).
In any case, it is the sole responsibility of the User to ensure that they do not violate any rights or legal provisions when using the various features offered by the Platform and declares expressly that they hold all the rights allowing them to reproduce and/or market the work associated with their non-fungible token (NFT).
Article 1: Definitions
The terms and expressions mentioned below shall have the meaning given to them in this article, namely:
"FUNGIBLE APPAREL": Refers to the company FA FUNGIBLE APPAREL, a simplified joint-stock company, with a share capital of 10,000 euros, registered with the Nanterre Trade and Companies Register under number 922055470 and having its registered office located at 8 rue Jacques Henri Lartigue 92130 in Issy-les-Moulineaux, the publisher of the Platform;
"Blockchain": Refers to the technology for the low-cost, secure and transparent storage and transmission of information, operating without a central control organ. In the broadest sense, a blockchain refers to a secure and shared database among its various users, containing a set of transactions, each of which can be verified;
"Boutique": Refers to the digital space made available to the Partner enabling him/her to present and market to other Users the Graphics related to his/her Non-Fungible Tokens, under the conditions provided in the license agreement for the benefit of FUNGIBLE APPAREL;
"Client": Refers to any User who browses and uses the Platform Features as a consumer;
"Cryptocurrency": Refers to all digital assets as defined in the monetary and financial code and related to blockchains (Bitcoin, Ether, etc.);
"Intellectual Property Rights" or "Rights": Refers to all exclusive property or use rights, including, but not limited to, copyright, neighboring rights and all related rights, design rights, database rights, topography rights, design rights, publicity rights, confidential information rights, computer software rights, moral and property rights, as well as all other rights existing anywhere in the world, whether registered or not, including applications, renewals or extensions of such rights, and all similar or equivalent forms of protection;
"Features": Refers to all the services offered through the Platform as indicated in Article 5 of these General Terms and Conditions of Use;
"Non-Fungible Token" or "NFT": Refers to the digital token of which the Client or Partner is the holder, giving access to a digital file registered in a blockchain with the aim of representing the authenticity certificate of the underlying asset. It is understood and agreed that the author(s) of the Work or Graphics associated with the NFT remain(s) the owner of the moral and property attributes of the Work, unless a transfer of copyright has been provided to the benefit of the Client or Partner;
"Work" or "Graphics": Refers to any content, drawing, model, graphic, writing, character, image, photograph, and more generally any element capable of graphic representation, associated with the NFT, for which the Client or Partner declares that he/she holds all the rights allowing him/her to reproduce, adapt, represent and/or commercialize it through the Platform;
"Partner": Refers to any artist and/or professional able to offer, in partnership with FUNGIBLE APPAREL, the customization of Products using his/her Graphics represented within Non-Fungible Tokens, for which he/she expressly declares to be the holder and owner;
"Platform": Refers to the Boutiques and more generally all the technical and computer solutions accessible to Partners, Clients and Users from the website accessible at the following URL address: www.fungibleapparel.com;
"Product": Refers to any object or accessory that can be customized using the Graphics associated with the Non-Fungible Token of the Client or Partner;
"User": Refers to any person who connects, browses and/or benefits from the Platform Features, including but not limited to the Clients and Partners of FUNGIBLE APPAREL;
"Wallet" means the user's personal electronic wallet allowing them to store their Non-Fungible Tokens and other cryptocurrencies, and enabling the user to access the Platform's features.
Article 2: Acceptance of the Terms of Use
Any connection, browsing, or use of the Platform requires the full, express, and unconditional acceptance of these General Terms and Conditions of Use. If the user disagrees with any of the articles in these General Terms and Conditions of Use, they must immediately stop browsing and using all or part of the Platform and its features and renounce any future use of the Platform.
Article 3: Purpose of the Platform
In general, the Platform aims to offer holders of Non-Fungible Tokens with rights to the associated work, the ability to customize or offer customization of various products and accessories in accordance with the terms outlined in the General Terms and Conditions of Sale or contract with the Partner.
Once the product is customized, the customer can place a physical order for said product through the Platform and generate a new NFT associated with the product for future use in various metaverses. In any case, the features differ depending on whether the Platform is used as a customer or partner and are presented in Article 5 of these General Terms and Conditions of Sale.
Article 4: Registration and Connection to the Platform
Each user, following the acceptance of these General Terms and Conditions of Use, is able to connect their wallet to the Platform in order to benefit from all the features outlined in Article 5 of these General Terms and Conditions of Sale.
FUNGIBLE APPAREL invites every user to keep their private key for accessing their wallet safe and never share it with anyone.
Article 5: Features
The Platform offers users several features that may differ depending on whether the user has registered as a customer or partner of FUNGIBLE APPAREL.
5.1. Features for Customer Users
The Customer User will have the ability, in accordance with the terms and subject to compliance with the General Terms and Conditions of Sale, to:
➢ Connect their wallet to the Platform in order to customize one or more products offered for sale by FUNGIBLE APPAREL using the Graphics on which they hold rights associated with non-fungible tokens in their possession;
➢ Choose the product, its size, color, and position on which they wish to have the Graphics related to their Non-Fungible Token printed;
➢ Place an order for the physical garment personalized with the image of the work or graphic;
➢ Record the new, unique digital asset corresponding to the personalized product in the blockchain (MINT), linked to the user's wallet;
➢ Track the order and delivery of the physical product.
5.2. Features for Partner Users
The Partner User will have the ability, in accordance with the terms and subject to compliance with the partnership and licensing agreement for their graphics, to:
➢ Connect their crypto asset wallet in order to offer other customer users customization of products offered for sale using their Graphics on which they hold rights associated with their Non-Fungible Tokens, under the conditions set out in the contract concluded with FUNGIBLE APPAREL;
➢ Creation of a reserved Shop on the Platform.
Article 6: Access to the Platform
FUNGIBLE APPAREL makes its best efforts to ensure access to the Platform and all its features. To access the Platform and its features, the User must have a stable and operational internet connection.
Access fees and equipment necessary to access the Platform are the responsibility of the User and cannot give rise to any compensation or damages from FUNGIBLE APPAREL. The User must have equipment that does not disrupt access, operation, and use of the Platform as well as its various features listed in Article 5 of these General Terms and Conditions of Use.
By these General Terms and Conditions of Use, the User is advised that internet browsing is not without danger. Therefore, FUNGIBLE APPAREL draws the User's attention to the fact that it is not able to guarantee their full security when using the Platform. Thus, FUNGIBLE APPAREL cannot be held responsible for these risks and their consequences, whether harmful or not for the User. The User must take all appropriate and useful measures to protect their web browsing and secure their equipment, passwords, and identifiers, making sure never to communicate them to third parties. It is understood and agreed that the User is solely responsible for all activities that occur through their Personal or Professional Account.
It is recalled that all the features of the Platform are reserved for adults. It is up to parents, guardians, and legal representatives to monitor their children's use of the Internet and the web.
Article 7: User Obligations
By using the Platform and taking advantage of its features, the User expressly and knowingly agrees to:
➢ Respect the General Terms and Conditions of Use and to use the Platform in compliance with its various stipulations;
➢ Hold all rights to the Works and/or Graphics related to the Non-Fungible Tokens present in their wallet that will be used to personalize the Products;
➢ Not create a vulgar, offensive, obscene identifier or one that would usurp the identity of a third party;
➢ Not create confusion with the rights of third parties and/or usurp, imitate, or reproduce the identity or graphic charter of a natural or legal person or any other entity in the context of the Shop or through Graphics used when personalizing the Product;
➢ Not distribute content and reproduce Works that would infringe on the rights of third parties or violate the legislation in force (in particular, proposals, images, graphics, or any other element or content of a pornographic, obscene, offensive nature, promoting or advocating illegal activities, inciting hatred, abuse, discrimination, denigration, violence, or any other norm contrary to the spirit of FUNGIBLE APPAREL;
➢ Not access or attempt to access the Platform fraudulently;
➢ Not access or attempt to access the source code of the Platform;
➢ Not modify, disassemble, reverse engineer, or copy and duplicate the source code of all or part of the Platform and its various features;
➢ Not interfere or disregard the rights and artistic work of Partners, Users, or third parties;
➢ Respect the intellectual property rights held by third parties, FUNGIBLE APPAREL, and/or its Partners;
➢ Not reproduce or attempt to reproduce, copy, duplicate, sell, license, or assign all or part of the Platform;
➢ Not perform or attempt any operation aimed at or having the effect of disturbing, temporarily or permanently, the normal functioning of the Platform and its features;
➢ Not access or attempt to access a data processing system implemented by FUNGIBLE APPAREL;
➢ Not distribute and/or send viruses or any other technology likely to harm the proper functioning of the Platform and its various features.
Article 8: Intellectual Property
It is understood that the declarations, commitments, and warranties of the User in this article of the General Terms and Conditions constitute substantial and binding stipulations.
8.1. Respect of FUNGIBLE APPAREL's Intellectual Property Rights
The trademark, domain name, software, algorithms, databases, and all other intellectual property rights and intangible assets related to FUNGIBLE APPAREL, registered or not, reproduced within the Platform or any other medium (methods, know-how, algorithms, operations implemented by FUNGIBLE APPAREL) are and will remain the exclusive property of FUNGIBLE APPAREL.
Any reproduction, distribution, representation, modification, or use of these signs, rights, elements, or intangible assets related to the Platform and Features, without the express and prior agreement of FUNGIBLE APPAREL, for any reason, is prohibited and may constitute an act of counterfeiting subject to legal action.
8.2. Respect for Partners' Intellectual Property Rights
All texts, logos, creations, designs, graphics, photographs, images, distinctive signs, etc. offered by the Partner within their Store accessible on the Platform may be protected by intellectual property law, including copyright, image rights, neighboring rights, database rights, and trademark rights. The Partner declares to be the sole owner of the different intellectual property rights to these elements, except for those assigned and granted to FUNGIBLE APPAREL in accordance with the clauses of the contract concluded between FUNGIBLE and the Partner. As such, it is expressly understood that the personalization and ordering of the Product by the Client through the Platform does not give them any rights to the aforementioned elements.
As a result, any copying, reproduction, representation, adaptation, translation, modification, dissemination, and/or transformation, in whole or in part, or transfer of these elements, data, and content, without the express and written consent of the rights holder and which goes beyond the limits provided in the General Terms and Conditions of Sale, may constitute an infringement of the Partner's intellectual property rights, and may result in legal action.
8.3. User Commitments
8.3.1. Commitments of the User, the holder of the NFT and author of the associated work
Every User, Client, or Partner formally declares and guarantees to FUNGIBLE APPAREL to hold all Rights to the Works and Graphics that will allow the customization of the Product(s). They declare and guarantee that they have not used any pre-existing work fragments not fallen into the public domain for the design of the Works and Graphics related to their NFT.
The User guarantees to be the author of the intellectual contributions that led to the creation of the Works and Graphics related to the NFT, and that the Works and Graphics do not infringe the rights of third parties (violation of privacy, copyright infringement, counterfeiting, unfair and parasitic competition, neighboring rights infringement, including those of the performing artist, image rights infringement, defamation, etc.). The User also guarantees that the Graphics do not contain false, inaccurate, misleading, incomplete, defamatory, obscene, pornographic, indecent, harassing, threatening, harmful, or abusive elements.
As such, the User guarantees FUNGIBLE APPAREL against any claims or actions that may be brought by any natural or legal person, for any reason. This includes, but is not limited to, violations based on the aforementioned violations and/or claims or actions for infringement, as well as claims or actions based on unfair and parasitic competition.
8.3.2. User Commitments, NFT holder who is not the author of the associated work
In the event that the User is not the author and creator of the Work or the Graphic, it is imperative for them, before using any of the Platform's Features, to verify that they hold a copyright assignment that allows them to reproduce and commercialize the Graphic and/or to contact the creator or holder of said Rights on the Work or Graphic in order to obtain a copyright assignment allowing them to have the rights of representation, reproduction, adaptation and commercial exploitation of the Graphics in order to be able to affix them to the Product.
Furthermore, the User guarantees FUNGIBLE APPAREL against any recourse or actions that any natural or legal person could take, for any reason whatsoever, on this occasion, including violation of privacy, violation of copyright, counterfeiting, unfair and parasitic competition, violation of neighboring rights, in particular of the performing artist, violation of the right to image, denigration, etc.
8.3.3. Knowledge and Notification of Rights Violation
In any event, in the event that a User notices or becomes aware of a violation of their Rights and/or the Rights of third parties, they are invited to immediately inform FUNGIBLE APPAREL by email at the following address: contact@fungibleapparel.com.
Article 9: Exclusion from the Platform
After becoming aware of clearly unlawful actions by a User, in the event of a violation of these General Conditions of Use, a violation of the rights of third parties or of any commitment stipulated in the General Conditions of Use, FUNGIBLE APPAREL may, after informing the User and purely at its discretion, delete or suspend their Personal and Professional Account permanently.
In addition, FUNGIBLE APPAREL also reserves the right to prosecute the User for their use of the Platform which would violate all or part of these General Conditions of Use or current legislation.
Article 10: Exclusion of Warranty
10.1. Concerning the operation of the Platform
Despite its constant efforts, FUNGIBLE APPAREL cannot guarantee a perfect operation of the Platform and its various Features.
Indeed, FUNGIBLE APPAREL is not able to guarantee the User a completely secure, available and fast Platform, as well as the absence of bugs, errors and malfunctions. Thus, FUNGIBLE APPAREL cannot be held responsible for the unavailability of the Platform, in particular in the event of:
➢ Evolutionary and/or corrective maintenance, whether this maintenance is carried out by FUNGIBLE APPAREL or by any third party with or without notification to the User;
➢ Violation by a User of these General Conditions of Use;
➢ Occurrence of an unforeseeable, insurmountable and external event;
➢ Failure of the internet connection;
➢ Cessation and/or interruption, partial or total, of the Platform.
10.2. Concerning the violation of third-party rights or Partner rights
The User, in particular the Partner, acknowledges that FUNGIBLE APPAREL cannot be held responsible for any damages, direct or indirect, or any loss of profits resulting from the User's violation of these General Conditions of Use and/or violation of their own rights or the rights of third parties.
The customization of Products or the provision of Graphics is carried out under the sole responsibility of the User who fully guarantees FUNGIBLE APPAREL against any claim or recourse by any natural or legal person who considers themselves harmed by the exploitation of a Graphic or an NFT on which they hold rights.
Article 11: Personal data
FUNGIBLE APPAREL may process personal data relating to the User. In this respect, FUNGIBLE APPAREL undertakes to process such data in a way that preserves its security, confidentiality, and integrity.
For more information, the User is invited to consult the Privacy Policy accessible at the following URL: https://www.fungibleapparel.com/privacy-policy
Article 12: Changes to the Terms of Use
FUNGIBLE APPAREL reserves the right to adapt or modify at any time these General Terms and Conditions of Use relating to the use of the Platform. In such a case, in the event of a substantial modification, FUNGIBLE APPAREL will inform the user so that they may become aware of the modifications and the new General Terms and Conditions of Use.
In the event that the User does not accept the new General Terms and Conditions of Use, the User must disconnect from the Platform and renounce any further connection and use of any functionality.
Article 13: Invalidity
If any provision of these General Terms and Conditions of Use is declared null or void in light of a legislative or regulatory provision in force and/or a court decision having the force of res judicata, it will be deemed unwritten but will not render null or void the other provisions of these General Terms and Conditions of Use. In such a case, the other provisions will not be affected and will remain fully in force.
Article 14: Tolerance
The fact that either the User or FUNGIBLE APPAREL does not invoke one or more clauses of these General Terms and Conditions against the other shall not be interpreted as a waiver to later rely on them.
Article 15: Applicable law and jurisdiction
These General Terms and Conditions of Sale are governed by French law. In the event of a dispute and/or disagreement, the parties will endeavor to reach an amicable agreement. Subject to the applicability of imperative rules, in the event that this attempt to resolve the dispute remains unsuccessful, any dispute related to the validity, performance, and/or interpretation of these General Terms and Conditions of Use will be under the jurisdiction of French courts.
These terms and conditions of use have been translated from French to English, to read the French version, visit this page: https://drive.google.com/file/d/1tJji3HmXecij2H4lUECQWWDTXcvu3FTL/view?usp=sharing