General Terms and Conditions of Use

UPDATED ON OCTOBER 09, 2023

PURPOSE

The purpose of the present general terms and conditions of use (the “General Conditions of Use”) is to set out the contractual terms and conditions under which DANAE (the “Company”), as a service provider, makes the website www.danae.io (the “Website”) available to connect :
- Artists who created an artwork (the “Artists”) or any art stakeholder authorized to represent the artist (the “Authorized Representatives”) directly with collectors registered on the Website (the “Collectors”) for the purchase of tokens of such Artworks (the “NFTs);
Any use of the Services implies full and complete acceptance of the General Conditions of Use in force.

These General Conditions of Use constitute a legally binding agreement between
1. the Company and the Collector, and
2. the Company and the Authorized Representatives and/or the Artists.
If Collectors, Artists, or Authorized Representatives do not wish to accept the General Conditions of Use, they shall refrain from creating an account on the Website (the “Account”) and using the Service(s).

Before any purchase on the Website, the Collector is invited to take note of :
- the terms of sale of the Professional. It is specified that the Company places at the disposal of the Professionals a space dedicated to this purpose in accordance with the articles L. 221-5 et L. 221-6 of the French consumer code.

DEFINITIONS

The following terms, when beginning with an upper-case letter, shall have the following meanings :

Artists	Refers to the creators of the artworks available for sale on the Company’s website.
Authorized Representatives	Refers to individuals or entities authorized to represent the artists and their artworks (such as gallery, Art Agent).
Account	Refers to the personal account created under the name of a Collector, Artist, or Authorized Representative upon registration on the Website. The account allows access to the Personal Space and to use the Services.
Annex	Refers any annex to the General Conditions of Use.
Article(s)	Refers to the sections or clauses to the General Conditions of Use.
Artwork(s)	Refers to any digital work of art created by an Artist which is commercialized on the Website by Artists or Authorized Representative selected by the Company.
Artwork Page	Refers to the webpage where a reproduction of the Artwork and a presentation text are created by an Artist and/or an Authorized Representative and published by the Company (the “Artwork Page”).
Artist Page	Refers to the webpage where a presentation text and profile picture are created by an Artist and/or an Authorized Representative and published by the Company (the “Profile”)
Collecting Page	Refers to a collection of several Artworks commercialized on the Website by an Artist and/or an Authorized Representative.
Collector(s)	Refers to any collector of Artworks (individual or legal entity, professional or non-professional), which creates an Account to access to his Personal Space and use the Services.
Company	Refers to DANAE, the French société par actions simplifiée, registered with the Paris Registry of Trade and Companies under the no. 813 654 845
Force Majeure	The following are considered as cases of force majeure, in addition to those usually retained in application of article 1218 of the French Civil Code: power cuts, total or partial strikes, sequestrations, blockages of means of transport or supply for any reason whatsoever, earthquakes, fires, storms, floods, water damage, governmental or legal restrictions (in particular in the event of confinement), modifications of legal or regulatory texts.
General Conditions of Sale	means the general terms and conditions of sale, which are accessible on the Website through the link “Terms of Sale”.
General Conditions of Use	means the present general terms and conditions of use of the Website/Services, which are accessible through the link “Terms of Use”.
Initial Seller	Refers to the Artist or the Authorized Representative who is making the initial offer of sale of an Artwork as a NFT.
Metaverse	Refers to a virtual-reality space in which users can interact with a computer-generated environment and other users.
NFT(s)	means a non-fungible token which is secured by the blockchain technology. NFTs allows authentication, monetization and valuation of non-physical Artworks. They do not represent ownership of any intellectual property rights unless the Initial Seller specifically indicates it in its offer of sale.
Order	has the meaning given to it in the General Conditions of Sale.
Personal Space	Refers to the space to which the Collector may have access at any time through his Account, after identifying himself through his digital wallet, user identification and password.
Privacy Policy	Refers to the privacy policy of the Company regarding the Personal Data, which is accessible on the Website through the link “Privacy Policy”.
Professional Space	Refers to the space to which the Artist and the Authorized Representative may have access at any time through his Account, after identifying himself through his digital wallet, user identification and password
Public Space	Refers to the Artwork and Artist web pages on the Website.
User	Refers to any individual who created an account and is using the Services offered by the Company.
Website	Refers to the Company’s website, namely : https://danae.io/.
Wallet	Refers to wallet services that enable Users to securely store their MATIC, ETH, and NFTs. Every participant involved in transactions on the Website (the Collector, the Company, the Artist, and/or the Authorized Representative) owns a secure Wallet. The wallets compatible with DANAE.IO are MetaMask and Coinbase.

CONDITIONS OF ACCESS TO SERVICES

The access to and the use of the Services are subject to the creation of an Account.

As a result, each User acknowledges respectively having accepted, before using the Services, the General Conditions of Sale, the present General Conditions of Use and the Privacy Policy.
DESCRIPTION OF THE SERVICES

The Company allows access to the following Services on the Website :
- as a Artist :
  1. the sale of NFTs to Collectors;
  2. the access to a dashboard on the Professional Space in which the Artist and/or the Authorized Representative will have access to :
    - An Account section, allowing it to access its contact details.
    - A Transactions section, allowing it to access the transaction history of the Artworks sold on the Website.
  3. Public Space: a web page dedicated to the Artist with a presentation text, profile picture (“the Profile”) and a web page with a reproduction of the Artwork and a presentation text (the “Artwork Page”).
- as a Collector :
  1. the purchase of NFTs;
  2. An Account section, allowing it to access its contact details.
  3. A Transactions section, allowing it to access the history of his purchases on the Website.
THE PURCHASE OF NFTS BY A COLLECTOR
1. Characteristics of NFT
  
  The Collector who owns a NFT is the owner of an intangible asset in digital form.
  
  The Initial Seller can choose to limit the number of NFTs to be minted for each Artwork. He shall inform the Collectors of :
  1. the total number of NFTs,
  2. the price for each NFT, and
  3. the remaining number of NFTs available for minting.
  An Artwork can be represented by one or several NFTs, it being specified that:
  - if one NFT represents an Artwork, the owner of the NFT is the sole and unique owner of the token;
  - if several NFTs represent the same Artwork, each NFT is a certificate of authenticity on the Artwork.
  Unless specifically indicated by the Initial Seller, the acquisition of NFTs does not constitute an acquisition of intellectual property rights on the corresponding Artworks. Under no circumstances shall the Company be represented as the owner of any intellectual property rights on the corresponding Artworks.
  
  The NFT is registered in the Wallet of the Collector upon purchase and is secured by the blockchain technology.
2. Purchase of NFTs from an Initial Seller
  
  The role of the Company, as an intermediary, is limited to putting the Collectors in touch with the Initial Sellers through the Website.
  
  Any Collector may purchase some or all NFTs on the Website at a fixed price set by the Initial Seller.
  1. Sale at a fixed price
    
    Initial Sellers will set
    1. a price for the NFTs
    2. a period during which NFTs are available for sale
    and Collectors will be able to purchase the NFTs for that exact price and availability period on a “first come, first served” basis.
    
    The Collector shall follow the process of the purchase described on the Website and pay the purchase price.
    
    The Company will confirm the purchase of the NFT(s) after having received the payment confirmation of the purchase price, by sending an email to the Collector after the receipt of the said payment. The confirmation email shall include a link to the General Conditions of Use and indicate to the Collector that he can take note in particular of the modalities of exercising his right of withdrawal under Article 7 and the legal guarantees from which he benefits under Article 8.1 (namely the guarantee of conformity and the guarantee against hidden defects).
    
    The agreement between the Initial Seller and the Collector is deemed to have been concluded upon confirmation of the purchase of the NFT(s) by the Collector
  2. Pricing conditions
    
    The purchase price of the NFT(s) is indicated in MATIC or ETH on the Website (including VAT) and may be consulted before any purchase.
    
    The purchase prices applicable are those indicated on the Website on the day of the purchase by the Collector. Collectors can check the conversion rate for MATIC or ETH to euros on the Website.
    
    The conditions of payment for the purchase of NFTs are provided for in Article 6.
  3. Resale of NFTs
    
    The Collectors may purchase and sell NFTs between themselves, on any Ethereum-compatible platform. In this case, the Company, as an intermediary, has no role in the case of resale or in putting Collectors in touch with each other.
    
    The Artist and/or the Authorized Representative and the Compagny receive a commission on the transactions of resale of the NFTs.
    
    The amount of this commission is included as part of the price paid by the Collector Purchaser to the Collector Seller.
    
    The amount of the commission is distributed among the Artist and/or the Authorized Representative and the Company through the blockchain technology.
PAYMENT AND INVOICE
1. Payment
  1. The Collector undertakes to pay the purchase price indicated on the Website, which includes:
  2. Upon the purchase of NFTs, the Collector may pay with the following means:
    - by credit card;
    - in MATIC or ETH.
    The current blockchain used for the minting of NFTs and encoding of the smart contracts is Polygon or Ethereum. Therefore, regardless of the currency used for payment, the currency used for revenue distribution is the MATIC or ETH. The payment provider, through the blockchain technology and according to the specifications of the smart contract, will distribute the MATIC or ETH among the parties involved in the transaction.
    
    When the payments by the Collector involve a service provider, the Collector is expressly informed and accepts that these payments are to be managed by the payment provider, with whom the Collector contracts directly, regarding to the implementation of these payments.
    
    In the event of inconsistency between the payment provider’s general conditions and the present General Conditions of Use, the latter shall prevail.
    
    In case of payment by cryptocurrency other than MATIC or ETH, this will lead to an exchange which is carried out by a payment provider that is independent from the Company.
    
    The payment provider shall be the sole party to retain the bank details of the Collector for the purposes of processing payments. The Company shall not retain any bank details of the Collector
    
    The Wallet is stored in the IndexedDB of each Collector’s device.
    
    As the payment provisions constitute an integral part of the implementation of the Services, the Collector is informed and accepts that the end of the agreement between a Collector and the payment provider, for whatever reason, shall automatically and immediately give rise to the termination of these General Conditions of Use between the Company and this Collector, in respect of the purchase concerned.
    
    Inversely, the end of this agreement between the Company and a Collector shall automatically and immediately give rise to the termination of the general conditions between the Collector and the payment provider.
  3. In event of any technical incident, the Collector may recover his Wallet on another device by entering his recovery phrase which is communicated to him by the digital wallet provider upon the creation of his Wallet. The functioning of the Wallet is developed in Article 8.4.
  4. The Collector is informed that as the value of the cryptocurrencies fluctuates, the exchange rate between the euro and the cryptocurrencies stored in the Wallet may vary.
  5. For any transaction outside metropolitan France, the Collector is solely and exclusively responsible for the payment of any custom duty, import VAT and local taxes that may be applicable, in addition to the purchase price.
    - the price set by the Initial Seller or the Collector Seller;
    - the VAT at the currently applicable legal rate;
    - the commission devolved to the Company in consideration for the performances of the Services;
    - all other relevant charges.
2. Invoice
  
  The Company, acting as the professional seller, commits to provide the invoice to the Collector upon the delivery of Services, provided there is a billing authorization agreement (mandate) from the artist. In the absence of such an agreement, the invoice will be directly issued by the Artist or the Authorized Representative.
  
  The Collector expressly accepts that the invoice covering the payment of the Services be sent to him electronically. The Collector is strongly advised to print and/or archive any invoice on a reliable and durable medium as proof.
3. Archiving
  
  According to article L. 213-1 of the French Consumer Code and to article 1127-1 of the French Civil Code, the Company ensures that all contractual elements relating to the Services (including the General Conditions of Use, the agreement and the invoices) are kept for a period of ten (10) years from their delivery.
  
  The archiving of these contractual elements by the Company is carried out on a reliable and durable medium.
  
  The Collector may obtain a copy of the contractual elements on written request to the Company.
WAIVER OF THE WITHDRAWAL RIGHT
1. Waiver of the withdrawal right regarding the NFTs
  
  Given the digital nature of the Artwork and NFT’s technical functioning, the withdrawal period provided for in article L.221-18 of the French Consumer Code will not apply to the purchase of NFTs, in accordance with the provisions of article L.221-28 of the French Consumer Code.
  
  BY PURCHASING NFTS, THE COLLECTOR EXPRESSLY WAIVES HIS RIGHT OF WITHDRAWAL.
  
  Regarding the resale of NFTs concluded between a Collector Seller and a Collector Purchaser as provided for in Article 6.3, the Collector Purchaser shall not have right of withdrawal under the conditions set out in Article L. 221-18 of the French Consumer Code.
2. Right of withdrawal regarding the Prints
  
  Given the Print and according to article L. 221-18 of the French Consumer Code, a such Collector has a period of fourteen (14) working days
  1. as from the date of receipt of the Print; or