Version 1.0 – 13 September 2022
The website, accessible from the URL https://rhapsodycurated.com/ (referred to as the "Website") is published by EXPOSURE ARTS, a SAS (Société par Actions Simplifiée) with its head office located at 62 Avenue Jean-Baptiste CLEMENT 92100 BOULOGNE-BILLANCOURT FRANCE, registered in the RCS of Nanterre under n° 913 333 753, Intra-community VAT n° FR76913333753.
The Editor-in-Chief is Julien ZANET, President of TMM CAPITAL, itself President of EXPOSURE ART.
The company providing the hosting services Netlify, Netlify, Inc., located at 44 Montgomery Street, Suite 300, San Francisco, California 94104.
1.1.1 For the purposes of these T&Cs, the following capitalized terms shall have the following meanings:
2.1.1 Rhapsody Curated is an online Website operated by the Company that enables Users to acquire, collect, sell and exchange digital photographs from top photographers designated, for the purposes hereof, as the Collectibles and materialized on NFTs.
2.1.2 For more information, Users are invited to consult the Help Center (https://www.rhapsodycurated.com/help/), where information relating to the Services and answers to questions asked by Users are available.
2.1.3 These T&Cs apply, without restriction or reservation, to any use of the Services offered by the Company on the Website to all. When the User chooses to access to the Website, he fully and unconditionally accepts these T&Cs. If the User does not want to agree to these T&Cs, he must not access or use the Service.
2.1.4 The User acknowledges that he has the capacity to contract and to use the Services in his country and declares that he has read and accepted the T&Cs.
2.1.5 Unless proven otherwise, and as an evidence agreement, the data recorded in the Company’s computer system constitutes proof of all transactions concluded within the Services by the User.
2.1.6 These T&Cs are accessible at any time on the Website and will prevail over any other version or any other contradictory document.
2.1.7 The Website may contain links or content from Third-Party Services. Such Third-Party Services may be subject to different terms and conditions and privacy practices. The Company is not responsible or liable for the availability or accuracy of such Third-Party Services, or the content, products, or services available from such Third-Party Services. Links to such Third-Party Services are not an endorsement by the Company of such Third-Party Services.
3.1.1 The Service is a platform made available by the Company to enable users of the Service (“Users”) to Mint and purchase non-fungible tokens and any non-digital products, services and/or benefits to be furnished by or on behalf of sellers in connect with such sales, implemented on the Ethereum Blockchain platform using smart contracts.
3.1.2 The User may only participate in the Minting, purchase, or sale of any Item by linking an electronic Wallet that allows him to purchase, store, and engage in transactions using cryptocurrency on supported bridge extensions. Before purchasing an Item, the User must download a supported Digital Wallet bridge extension and use such extension to connect and unlock his Digital Wallet through the Service. Once the User submit an order to Mint or purchase an Item, his order is passed on to the applicable extension, which completes the transaction on his behalf.
3.1.3 All transactions initiated through our Website are carried out by third-party digital wallet extensions. By using our Website the User agrees and acknowledges that such transactions are governed solely by the terms and service and privacy policy for the applicable extensions.
3.2.1 Collectibles are issued by the Company based on a level of scarcity specified on each item. For instance, a Collectible may be limited or unique, regarding the total number of items offered.
3.2.2 The Collectibles include rights of third parties that the Company exploits under licenses granted by the holders of the rights. All contractual provisions between the Company and the holders of these rights are enforceable against Users.
3.3.1 The Company offers Collectibles for sale by way of fixed price sales or auctions in which the Company sets the ceiling price and Users purchase the Collectible at their desired price.
3.3.2 In the event of a service interruption (technical problem), which makes it impossible to access an auction within 4 hours of its end, the Company reserves the right to extend the auction period or to cancel the auction in order to restart it later.
3.3.3 Given the digital nature of the Collectibles and the immediate delivery of the Collectibles after purchase, the withdrawal period provided for in Articles L. 221-18 et seq. of the French Consumer Code and the article 9 of the European directive related to Consumer Right Protection shall not apply, according to Article 221-28, 1° and 2° of the French Consumer Code.
3.3.4 BY PURCHASING A COLLECTIBLE ON THE WEBSITE, THE USER EXPRESSLY WAIVES HIS RIGHT OF WITHDRAWAL.
3.4.1 User has the possibility to exchange his/her Collectibles on the Marketplace or through a Third-Party Service, such as a third-party marketplace.
3.4.2 The Company is under no circumstances liable for any damage or loss that may occur during the transfer, withdrawal or exchange of Collectibles outside the Website.
3.4.3 The Company reserves the right to block any Third-party service (included Marketplace) to interact with its Smart contract, in particular in the event of violation of its rights (for instance, if the Marketplace does not pay the Royalties to the Company and/or the Photograph).
3.5.1 Support is available on the Website.
3.5.2 The Company undertakes to respond as quickly as possible, depending on the number of requests in process.
4.1.1 For the Mint, on Primary Sale, the purchase of some Collectibles on the Website may involve a reveal period, which means that during a set amount of time the User will be the owner of a simple token, without artwork. The photograph associated to the NFT will only be revealed at the end of the reveal period. The User agrees and acknowledges that there is a reveal period and that he will only know the photograph associated with his NFT et the end of this period.
4.1.2 All User transactions on the Website, including without limitation Minting, tokenizing, bidding, listing, offering, purchasing, or confirming, are facilitated by Smart Contracts existing on the Ethereum network. The Ethereum network requires the payment of a transaction fee (a “Gas fee”) for every transaction that occurs on the Ethereum network, and thus every transaction occurring on the Website. The value of the Gas Fee changes, often unpredictably, and is entirely outside of the control of the Company. The User acknowledges that under no circumstances will a contract, agreement, offer, sale, bid, or other transaction on the Website be invalidated, revocable, retractable, or otherwise unenforceable on the basis that the Gas Fee for the given transaction was unknown, too high, or otherwise unacceptable to a User. Users also acknowledge and agree that gas is non-refundable under all circumstances.
5.1.1 The Company provides a Marketplace that allows Users to exchange amongst them Collectibles against Cryptocurrencies or other Collectibles.
5.1.2 This article shall apply only to the relations between Buyer and Seller in the context of the exchange of a Collectible on the Website.
5.1.3 THE USE OF THE MARKETPLACE IS SUBJECT TO THE UNCONDITIONAL ACCEPTANCE AND RESPECT OF THESE T&CS AND SPECIFICALLY OF THE FOLLOWING ARTICLES.
5.2.1 Users holding Collectibles have the ability to sell them throughout the Marketplace. In this case, the Seller is free to set the fixed selling price offered (the « Offer »). The Collectible is offered on the Marketplace for 48 hours. If the Collectible is not sold within this period, the offer is removed from the Marketplace and the User may offer the Collectible for sale again at any time.
5.2.2 The Company does not intervene in any way in the choice of the Collectibles offered for sale on the Marketplace nor in the determination of the selling prices fixed by the Sellers. More generally, the Company does not intervene in any way in the sale between Buyer and Seller within the Marketplace.
5.2.3 More specifically, the Company does not intervene in any way in the choice of the Collectibles offered for sale on the Marketplace nor in the determination of the selling prices fixed by the Sellers. The Users understand and accept that the Company does not control the reality, the relevance and the fairness of the prices, whether they are excessive or derisory, proposed by the Sellers. The Seller and the Buyer are the only responsible for the appreciation of the price of the Collectibles proposed through the Marketplace.
5.3.1 Any user can list a Collectible Offer on the Marketplace. The Collectibles listed on the Marketplace are chosen solely by the Sellers offering them for sale.
5.3.2 The Company reserves the right to remove from the Marketplace the Offers of a Seller, especially, but not exclusively, if the Seller:
5.4.1 The Company draws the attention of the Users that the sale of Collectible is likely, according to the applicable tax legislation, to constitute taxable income, in particular when the sale price of the Collectible is higher than its purchase price. Users are strongly advised to contact the competent tax and social security authorities to ensure that they meet their tax and, where applicable, social security obligations.
5.4.2 It is the Users sole responsibility to declare the income from the Sales of their Collectible to the competent tax administration and social security administration.
5.4.3 Users residing in France for tax purposes can fulfill their tax obligations via the French tax authority's website, www.impots.gouv.fr, and obtain information on the tax regimes that may apply and the tax declaration procedures.
5.5.1 As part of its Marketplace, the Company acts as a mere intermediary between Sellers and Buyers. As such, the Company shall not be held liable for damages or loss caused by a sale, due to the price or an act done by one of the parties.
5.5.2 In addition, the sell provided through the Marketplace take place only between the Buyer and the Seller. The Company’s responsibility cannot be incurred in respect of such services from which the Company is unconcerned.
5.5.3 Therefore, any potential claim must be addressed by the Buyer to the Seller or by the Seller to the Buyer. They are solely responsible for the claims processing. Nevertheless, the Company reserves the right to take part in arbitration, in its discretion, if the Seller or the Buyer does not provide a response to a request nor a settlement to a dispute.
6.1.1 All pricing and payment terms for Items are as indicated at point of sale or otherwise on the Service, and any payment obligations the User incur are binding at the time of purchase. The User may not substitute any other currency, whether cryptocurrency or fiat currency, for the currency in which he has contracted to pay at the time of purchase. For clarity, no fluctuation in the value of any currency, whether cryptocurrency or otherwise, shall impact or excuse the User’s obligations with respect to any purchase.
6.1.2 When the User Mint or Buy an Item, he agree that he has read, understand, and agree to be bound by any terms and conditions applicable to the Secondary Sale of that Item, including any Secondary Sale Fee (regardless of whether such Secondary Sale Fee is enforced or supported by the third-party platform or marketplace that facilitates a Secondary Sale). The User further agree that he will bind any subsequent purchaser of the Item to such Secondary Sale terms and conditions.
6.1.3 The Company may add or change any payment processing services at any time. Such services may be subject to additional terms or conditions. Whether a particular cryptocurrency is accepted as a payment method by the Company is subject to change at any time in the Company’s sole discretion.
6.1.4 Each purchased Collectible will be subject to perpetual royalty payments to the Company and Photographer for every Secondary Sale (including to downstream purchasers), consisting of percentage of the price of such Secondary Sale, set by the smart contract. It will normally be paid automatically or, in the event that this is not possible, will be paid back to the Company within a maximum period of 14 days. The seller will be responsible for the payment of these sums to the Company, once received. This amount will have to be paid on the wallet identified by the address 0xEAA171977590b53c8D49Ea63199CBC481981219f of the Ethereum blockchain. The Company will then transfer the share due to the photographer.
7.1.1 By providing the Company with his email address or by using the Service to Mint, purchase, list, or sell an Item, the User consents to receive electronic communications from the Company. These communications may include notices about the use of the Service (e.g., transactional information) and are part of his relationship with the Company.
7.1.2 The User should maintain copies of electronic communications from the Company by printing a paper copy or saving an electronic copy. The Company has no obligation to store for the User later use or access any such electronic communications that it makes to the User.
7.1.3 The Company may also send to the User promotional communications via email, including, but not limited to, newsletters, special offers, surveys and other news and information.
7.1.4 The User may opt out of receiving these promotional emails at any time by following the unsubscribe instructions provided therein.
8.1.1 The User guarantees the Company against any breach, exceeding the foreseeable risk, that could result from the use of the Services.
8.1.2 The User undertakes to use the Services only in accordance with the T&Cs and laws. It is not authorized to reconstruct the Services, decompile, disassemble or circumvent the technical restrictions it contains, except to the extent that such operations would be permitted by applicable laws.
8.1.3 The User guarantees the Company against fraudulent, unfair or bad faith use of the service, in particular if this interferes with the use of the service by other Users.
9.1.1 Users expressly understands and agrees that access to and use of the Services is at the User's own risk, and that the Services are provided on an "as is" and "as available" basis without warranty of any kind, either express or implied, except as otherwise provided by law.
9.1.2 To the fullest extent permitted by law, the Company does not represent or warrant that: (i) access to or use of the Services will be uninterrupted, timely, secure or error-free; (ii) usage data provided by the Services or on the Website will always be accurate; (iii) the Services are free of malwares or other harmful components.
9.1.3 Users accept the security risks inherent in the provision of information, online trading on the internet and experimental technologies such as blockchains and non-fungible tokens, and agree that the Company shall not be liable for any breach of security unless caused by gross negligence on the part of the Company.
9.1.4 The Company is not responsible for any losses incurred by Users as a result of using the blockchain network or digital asset wallets. The Company has no control over the blockchain network and shall not be liable for any losses arising from the blockchain.
9.2.1 As a hosting provider, the Company is subject to a limited liability regime as provided by the EU Directive of the 8th of June 2000 (2000/31/EC) on E-commerce.
9.2.2 Therefore, the Company cannot be held liable for the content released by the Users as well as the contents exchanged between them without prior notification and gives no guarantee, express or implicit, in this respect. The Company is a third party to Users relationships and thereby excludes any liability in this regard.
9.3.1 The Company undertakes to implement all the necessary means to ensure the best delivery of the Services provided. However, the Company can only be bound by an obligation of best endeavor.
9.3.2 In the event of failure of the Company, it shall be liable only for direct and reasonably foreseeable damage, unless otherwise provided by law or regulation. Indirect damages that may result from failure or use of the Service are expressly excluded.
9.3.3 In any event, the Company may not, unless otherwise provided by law or regulation, be held liable beyond the amounts invoiced to the User during the last twelves months.
9.3.4 In particular, unless otherwise provided by law or regulation, the Company shall not be held liable for:
10.1.1 The User may terminate these T&Cs at any time by ceasing to use the Company’s Service. The T&Cs will continue to apply as long as the User owns one or more Collectibles issued by the Company.
10.1.2 The Company may at any time, for any reason and in its sole discretion, terminate these T&Cs and suspend the Services without notice. Users agree, to the fullest extent permitted by law, that any suspension or termination of access to the Services may be without notice, and that the Company shall not be liable for the consequences of any such suspension or termination.
11.1.1 All intellectual property rights on the Website content, excluding the Users generated content, are the Company’s property. They are provided free of charge within the exclusive framework of the use of the Services. Therefore, any use of these contents without the prior permission of the Company is unlawful.
11.1.2 The Company is the service’s database producer. Any unauthorized extraction or reproduction is prohibited.
11.1.3 Except as otherwise expressly provided, use of the Services or purchase of a Collectible does not confer any ownership or other rights in the content, code, data or other materials on the Website that may be accessed through it nor over the Services or over the Company's rights or Third-Party Rights that may be associated with the Services.
11.1.4 All works Minted on the Platform are subject to the Company’s set of licenses, the terms of which are described within.
11.1.5 The Company’s set of licenses includes the following :
Limited. The NFT grants the owner a limited license on the underlying artwork of the token including:
Extended Limited. The NFT grants the owner a limited license on the underlying artwork of the token including:
11.1.6 Users have the right to sell, trade, transfer, or use their Items, but Users may not make “commercial use” of the underlying artwork including, for example, by selling copies of artwork, selling access to the artwork, selling derivative works embodying the artwork, or otherwise commercially exploiting the artwork.
12.1.1 Information which directly or indirectly identifies Users (hereinafter "Personal data") is processed by the Company in connection with User’s use of the Services, including by means of cookies.
12.1.2 For more information on how the Company processes Personal Data and its use of cookies, please refer to the Privacy Policy available on the Company’s website.
12.1.3 The Company's privacy policy is available here: https://rhapsodycurated.com/privacy
The Service may contain hypertext links redirecting to third party sites. The Service has no control over these sites and declines all responsibility for access, content or use of these sites.
14.1.1 The Company may modify these T&Cs at any time. The applicable version of the T&Cs is the latest version published on the date of use of the Services. The version number and effective date of the T&Cs are indicated at the beginning of the document. The Company will provide Users with notice of any material changes by email at least 15 days before the date they become effective. If Users do not agree with the revised T&Cs, they have the right to terminate the T&Cs immediately and cease using the Services, by sending an unambiguous email to that effect to contact@rhapsodycurated.com. For Users who have not terminated these T&Cs prior to the effective date of the revised T&Cs, the continuation of use of the Services shall constitute acceptance of the revised T&Cs.
14.1.2 The Company reserves the right to modify or stop the accessibility of all or part of the Services and/or the Website or applications at any time.
15.1.1 No waiver of any breach or default hereunder shall be deemed to be a waiver of any preceding or subsequent breach or default. Failure by the Company at any time to require the other party to perform any of its obligations under these T&Cs will not affect the right of the Company to request their execution thereafter.
15.1.2 The nullity of any clause of these T&Cs does not affect the validity and the obligation to respect the other clauses.
16.1.1 These T&Cs are governed by French law solely.
16.2.1 In the event of a dispute arise between the Company and a User, the latter undertakes to inform the customer service department at the following address: contact@rhapsodycurated.com taking care to specify his contact details and to provide any information allowing to appreciate the origin and the implications of the dispute.
16.2.2 Consumers have the possibility to call an independent Ombudsman for free by sending a request to this effect, by email, to the address contact@rhapsodycurated.com or by mail to the Company’s address. Upon receipt, the Company undertakes to organize a mediation as soon as possible.
16.2.3 The User can also contact the online dispute resolution service of the European Commission at the following address: https://ec.europa.eu/consumers/odr/main/?event=main.complaints.screeningphase.
16.2.4 Failing that, any dispute will be submitted to the jurisdiction of the Paris Court of Appeal.
