NFT X Exclusible Terms and Conditions
All Artwork (“Art”, “Work(s)”, “Artwork(s)”, or “Creation(s)”) on the Platform is represented by a unique cryptographic NFTs. Each Item (“Item(s)”, “NFT(s)”, “Non-fungible Tokens(s)”) is Minted using Smart Contracts. NFTs are forever tracked and stored on the Ethereum blockchain, providing the Collector of an NFT with a permanent record of authenticity and ownership.
The Smart Contracts and the Site facilitate User collection of the NFTs, but Exclusible and its affiliates, the Platform, the Smart Contracts and Frederique Constant are not the custodians of any User-owned NFTs. The User understands and acknowledges that the Smart Contracts do not give Exclusible or Frederique Constant custody, possession, or control of any NFTs at any time for the purpose of facilitating NFTs transactions. By using the Platform and acquiring an NFT, the User affirms that they aware and acknowledge that Exclusible and Frederique Constant are a non-custodial service provider and has designed this Platform to be directly accessible by the Users without any involvement or actions taken by Exclusible, Frederique Constant or any third party.
Please read the following terms carefully. They set out your rights and responsibilities when you use the Services, and other important information.
HOW YOU ACCEPT THESE TERMS
You accept these Terms in the following ways:
When you accept these Terms, that means that you agree to be legally bound by them.
Please note that we can change these Terms in our sole discretion and at any time. We do this in accordance with Section 13 below.
If you are a business/company using our Services or the Platform, by accepting these Terms you are confirming to us that you have the legal authority to accept these Terms on that business/company’s behalf. If you do not have that authority, you must not use our Services or the Platform.
If you use our Services or the Platform, you also confirm that you are at least 18 years old.
If you do not agree to these Terms, you must not access or use the Services or the Platform
Exclusible is a distributed application, functioning as a marketplace, that runs on the Ethereum network, using specially developed smart contracts that provide an immutable ledger of all transactions that occur on the Platform (“Smart Contracts”). Using these Smart Contracts, users can buy, transfer and trade unique digital assets in the form of NFTs.
Regarding the Marketplace activity, Exclusible is not involved in the actual transaction between buyers and sellers. We are an administrative platform that facilitates transactions between a buyer and a seller, as a frontend for the Smart Contract. The contract for the sale is directly between buyer and seller.
We have no control over, and do not guarantee the existence, quality, safety or legality of, items advertised; the ability of sellers to sell items; the ability of buyers to pay for items; or that a buyer or seller will actually complete a transaction.
In this respect, you acknowledge and agree that Exclusible is a non-custodial software provider that has developed this distributed and decentralized environment where you can autonomously and directly access the Platform without any involvement whatsoever by Exclusible or any third party.
ABOUT FREDERIQUE CONSTANT
Frederique Constant is a Swiss watchmaking manufacture located in Geneva, Switzerland. The Maison was founded in 1988 by a couple of independent entrepreneurs, Aletta and Peter Stas, to offer quality Swiss watches at competitive prices, with the aim of democratising luxury Swiss Made watches. Frederique Constant creates, develops, assembles, and controls a wide variety of mechanical, quartz and connected timepieces at the same time within its 6,200 m2 Manufacture in Plan-les-Ouates (GE). To this day, Frederique Constant has designed 29 Manufacture calibres, including high complications, such as the Tourbillon, Perpetual Calendar and Flyback Chronograph. In 2015, Frederique Constant launched the Horological Smartwatch, the first Swiss Made connected timepiece featuring a traditional appearance. Powered by a connected module, the Horological Smartwatch represents a new segment in Swiss watchmaking. In 2018, the Classic Hybrid Manufacture succeeded it, combining a mechanical movement with intelligent features and an integrated calibre analysis system. It was followed by the Smartwatch Vitality line in 2020. Equipped with a new generation built-in heart rate sensor, it features a classic dial, combined with a digital display that is revealed on demand. In the same year, Frederique Constant reinvigorated the Highlife collection (1999) with a redesigned case and an interchangeable integrated strap. Three new models are shown: the Highlife Perpetual Calendar Manufacture, Highlife Heart Beat and Highlife Automatic COSC. Frederique Constant is currently present in nearly 3’000 points of sale in 120 countries across the world. In 2016, the Frederique Constant group (Frederique Constant, Alpina Watches, Ateliers deMonaco) joined the Japanese group Citizen, so as to pursue its international development and nurture new synergies.
HOW CAN I USE THE EXCLUSIBLE PLATFORM?
Users may browse the Platform website to read information on the NFTs Collections, Exclusible as a company, the Exclusible team, Exclusible’s high-level roadmap and Brand details. Users may also use the Website to find hyperlinks to Exclusible’s social media pages and blog administered by Exclusible. All information pertaining to the NFT collections (e.g., unit price, total supply, remaining supply, conditions, and process for minting NFTs) are provided “as is” and “as available”, without warranty of any kind.
Users willing to mint NFTs are provided with the ability to connect their Metamask wallet, select the desired number of NFTs that they wish to mint, and initiate a minting transaction from the corresponding Smart Contract (“lazy minting”).
Upon minting, users may also view which NFTs have been minted (i.e. corresponding graphic assets, token ID) on the website from their wallet. Users may also view 3D and Augmented Reality (“AR”) versions of NFTs supporting that technology, through links provided on the website and / or on Exclusible’s social media pages. 3D and AR versions are provided “as is” and “as available” by third party providers, without warranty of any kind.
Frederique Constant Page(s) and Frederique Constant NFTs
Exclusible creates a page for each Brand (“Brand Page”), a unique and tailor-made sub-section of the Platform, where a Brand can exhibit and place on the market their NFTs, allowing Users to see the available NFTs and to view the details of their Drop. All the NFT Drop(s) made in the Brand Page (in the Exclusible Platform) are made on the Brand’s behalf.
Neither minting, the creation and the purchase of NFTs by Users shall constitute a transfer of any Brand Intellectual Property Rights, nor shall it grant the relevant owner any right or demand in the physical world in relation to the Brand’s products or a license to use Brand’s Intellectual Property Rights, being it understood that the license conferred to users purchasing the NFTs is limited to the right to use or display the underlying digital asset for personal use and for the purposes of re-sale of the relevant NFT.
Exclusible is responsible for the conception and maintenance of the marketplace to support the Brand Page(s) on allowing the trade of NFTs through the Platform. When purchasing an NFT, Users will be sent a statement, drawn up by Brand and for which Exclusible shall not be liable, with an invitation to stay in contact with the Brand ("Brand World"), linked to a web page ("Brand Web Page").
The Membership Card (“Alpha” NFT collection)
Exclusible has NFTs as membership cards that grant their holders utility & rewards, just like any other traditional Membership Cards. NFTs from Exclusible’s Alpha collection will function as Membership Cards with specific perks associated to holding those NFTs. These specific perks include access to a private Discord channel, potential future ability to claim NFTs (“airdrops”), as well as access to certain future NFT sales on Exclusible’s marketplace, including sales of NFTs produced in collaboration with brands.
COMPLIANCE YOUR EXCLUSIBLE ACCOUNT
You understand that your Exclusible account is limited solely to you. You agree that you will not grant access, in any way, to any person without our prior written permission.
You understand that you are solely responsible for maintaining the security of your account and control over any usernames, private keys, or any other authentications or codes that you use to access the Platform and its Services. Any unauthorized access to your account could result in the loss or theft of NFTs and/or funds in any linked accounts. You understand and agree that you will not hold us responsible for managing and maintaining the security of your account and your Ethereum wallets and accounts. You further understand and agree that we are not responsible (and you will not hold us responsible) for any unauthorized access to, or use of, your account or your Ethereum wallets and accounts.
You alone are responsible for monitoring your account. If you notice any unauthorized or suspicious activity in your account, please notify us immediately at firstname.lastname@example.org.
OWNERSHIP OF THE NFTS
Owning a Non-Fungible Token is similar to owning a physical artwork, such as an original painting or print. In owning a Non-Fungible Token, you understand that no intellectual property rights in the Content on the NFT are passed on to you (including the ability to produce the Content commercially or create merchandise from the Content).
Furthermore, downloading Content from the NFTs metadata does not grant any intellectual property rights, or any other rights, in that Content.
Brands will be able to set different conditions for their NFTs, where specific rights will be granted to NFTs holders.
To enjoy the full benefits of owning a Non-Fungible Token, you must make every effort to verify the original creator of the Content. While we take all reasonable efforts to ensure that all Content created on the Platform is done so by the intellectual property right holder, we and Frederique Constant shall not be held liable if someone, in breach of these Terms, creates Non-Fungible Tokens which includes Content of which they are not the original artist.
If you believe that any Content hosted on the website infringes your or someone else’s intellectual property rights, please let us know at email@example.com
FEES AND PAYMENTS
Buying, selling, or transferring NFTs may be subject to fees, commissions, royalties and other charges (“Fees”) established from time to time in the sole discretion of Exclusible, the Brands or participants in the Ethereum ecosystem. On the date of initial publication of these Terms, Fees include: (a) service fees established by and payable to Exclusible; (b) commissions on secondary sales of NFTs, established by and payable to the Brands; and (c) “gas” (fees paid to Ethereum miners in ETH through Users’ independent wallet applications as consideration for mining the Users’ transactions). Service fees may be adjusted from time to time in the sole discretion of Exclusible. Royalties are set in the sole discretion of the Brand. “Gas” fees are set by the User through the User’s independent Ethereum wallet application, based on the market conditions on Ethereum.
Specifically, in the case of the Time to Travel Worldtimer NFT collection, Exclusible will incur a commission of 2% and Frederique Constant will incur a commission of 3% of the resale price on all secondary sales of NFTs, established by and payable to Exclusible which will then send the due share to Frederique Constant – in agreement with the conditions specified in the contract and agreed by both parties -.
Any payments or financial transactions you engage in via the Platform will be conducted solely through the Ethereum network. We and Frederique Constant have no control over these payments or transactions, nor do we and Frederique Constant have the ability to reverse any payments or transactions. We and Frederique Constant have no liability to you or any third party for any claims or damages that may arise due to any payments or transactions you engage in via the Platform or any other payment or transactions you conduct via the Ethereum network. We and Frederique Constant do not provide refunds for any purchases that you might make on or through the Platform.
You will be solely responsible to pay any and all sales, use, value-added and other taxes, duties, and assessments (except taxes on our net income) now or hereafter claimed or imposed by any governmental authority associated with your use of the Platform or NFTs.
The non-professional User has a right of withdrawal that can be exercised within fourteen (14) days after the conclusion of the contract pursuant to the provisions of Decree-Law no. 24/2014, of February 14th. Given the digital nature of the Items and the immediate delivery of the Items after purchase, the withdrawal period provided for in Article 17 of the Decree-Law no. 24/2014, of February 14th and the article 9 of the European directive related to Consumer Right Protection shall not apply.
BY PURCHASING AN ITEM ON THE WEBSITE, THE USER EXPRESSLY WAIVES HIS/HER RIGHT OF WITHDRAWAL.
If you buy an NFT on the Platform, and unless stated otherwise in the specific NFT conditions:
In using the Platform or the Services, whether as a buyer or a seller, you will not infringe any Intellectual Property Rights that:
The User authorizes the Brands and Exclusible to exercise any and all copyright, trademark, publicity, database or other intellectual property rights the User have in or to the Content in any media known now or developed in the future.
You agree that we and Frederique Constant are not responsible for examining or warranting the listings or Content provided by third parties through the Services, and that you will not hold or attempt to hold us liable for inaccuracies.
RISKS ASSOCIATED WITH CRYPTOGRAPHY
You accept and acknowledge each of the following risks:
In connection with using or accessing the Services or the Platform, you will not:
THIRD PARTY SITES
Exclusible and Frederique Constant provide these Third-Party Sites only as a convenience and we do not review, approve, monitor, endorse, warrant or make any representations with respect to Third Party Sites, or their products or services. All Third-Party Sites are used by you at your own risk.
We and Frederique Constant will not be liable for the acts or omissions of any Third-Party Sites, nor will we and Frederique Constant be liable for any damage that you may suffer as a result of your transactions or any other interaction with any Third-Party Sites.
Where our site or Frederique Constant’s one contains links to other sites and resources provided by any third parties, these links are provided for your information only. Such links should not be interpreted as approval by us or Frederique Constant of those linked websites or information you may obtain from them. We and Frederique Constant have no control over the contents of those sites or resources.
All intellectual property rights on the Platform content, excluding the Users or Brands generated content, are Exclusible’s property. They are provided free of charge within the exclusive framework of the use of the Platform. Therefore, any use of these contents without the prior permission of Exclusible is unlawful. The same applies for Frederique Constant content.
The User is the definitive owner of the NFT that he purchases in accordance with these T&Cs, in a legitimate manner and in good faith.
Notwithstanding any contrary provisions in these T&Cs, the User has the right to freely dispose of the NFTs he/she owns (sale, loan, donation, transfer, etc.).
Except as otherwise expressly provided, use of the Platform or purchase of an NFT does not confer any ownership or other rights in the content, code, data or other materials on the Platform that may be accessed through it nor over the Platform or over Exclusible's rights, Frederique Constant’s rights or Third-Party Rights that may be associated with the Platform.
Subject to compliance with these T&Cs, the User is authorized, on a non-exclusive basis, to use, reproduce and display the NFT Related Rights associated with the Content represented by the NFTs that he/she legitimately owns, for personal and non-commercial purposes only.
Under no circumstances may the User, without Exclusible's or the Brand’s prior written consent, do or attempt to do any of the following to the NFTs, whether or not owned by the User: (i) use the NFT and all NFT Related Rights associated with the NFT owned by him/her for commercial purposes, advertising or promotion of a third party product or service; (ii) market merchandise, physical or digital, that represents the purchased NFT; (iii) alter the image associated with the NFT; (iv) attempt to claim any additional intellectual property rights relating to the NFT.
Furthermore, the User understands and agrees that additional restrictions on the use of NFTs representing Third-Party Rights may be later imposed to ensure compliance with the license granted by the owner of the relevant rights. User expressly agrees to comply with all such restrictions from the date of notification of such restrictions by Exclusible or the Brand.
CHANGES TO THESE TERMS
We may amend these Terms at any time. The most current version of these Terms will be posted on the Site with the “Last Revised” date at the top. Any changes or modifications will be effective immediately upon posting the revisions to the Site. You shall be responsible for reviewing and becoming familiar with any such modifications. You waive any right you may have to receive specific notice of such changes or modifications. Use of the Platform by you after any modification to the Terms constitutes your acceptance of the Terms as modified. If you do not agree to the Terms in effect when you access or use the Platform, you must not use the Platform. We may, at any time and without liability or prior notice, modify or discontinue all or part of the Platform (including access to the Platform via any third-party links).
These Terms may not be otherwise amended except through mutual agreement by you and a Exclusible representative authorized to do so.
You agree to indemnify, defend and hold harmless Exclusible and Frederique Constant and theirs subsidiaries, affiliates, officers, agents, employees, advertisers, licensors, suppliers or partners from and against any claim, liability, loss, damage (actual and consequential) of any kind or nature, suit, judgment, litigation cost, and lawyers’ fees arising out of or in any way related to (i) your breach of these Terms, (ii) your misuse of the Service or the Platform, (iii) your violation of applicable laws, rules, regulations or the rights of any third party and (iv) any of your acts or omissions that implicate publicity rights, defamation or invasion of privacy in connection with your access to or use of the Platform. Exclusible and Frederique Constant reserve the right, at its own expense, to assume exclusive defense and control of any matter otherwise subject to indemnification by you and, in such case, you agree to cooperate with Exclusible and Frederique Constant in the defense of such matter.
We try to keep the Services and the Platform safe, secure, and functioning properly, but we cannot guarantee the continuous operation of or access to our Services.
You must not be located in or use the Platform in an OFAC/EAR embargoed or sanctioned country or be on any Denied Persons List, Entity List, or Unverified List.
We and Frederique Constant (including our parent, subsidiaries, affiliates, directors, agents and employees) shall not be liable to you in contract, tort (including negligence) or otherwise for any business losses, such as loss of data, profits, revenue, business, opportunity, goodwill, reputation or business interruption or for any losses which are not reasonably foreseeable by us arising, directly or indirectly from:
Some jurisdictions do not allow the disclaimer of warranties or exclusion of damages, so such disclaimers and exclusions may not apply to you. This is especially so if you are a consumer.
You accept sole responsibility for the legality of your actions under laws applying to you and the legality of any items you list on any of our and Frederique Constant sites.
Although we and Frederique Constant use techniques that aim to verify the accuracy and truth of the information provided by our users, user verification on the internet is difficult. We and Frederique Constant cannot and do not confirm, and are not responsible for ensuring, the accuracy or truthfulness of users’ purported identities or the validity of the information which they provide to us or Frederique Constant or post on our or Frederique Constant sites.
Nothing in these Terms shall limit or exclude our and Frederique Constant liability for fraudulent misrepresentation, for death or personal injury resulting from our or Frederique Constant negligence or the negligence of our agents or employees, or for any other liability that cannot be limited or excluded by law.
User understands and agrees that the User’s purchase, sale, holding, receipt and use of the NFTs does not: (a) represent or constitute a loan or a contribution of capital to, or other investment in Exclusible or any business or venture; (b) provide User with any ownership interest, equity, security, or right to or interest in the assets, rights, properties, revenues or profits of, or voting rights whatsoever in, Exclusible or any other business or venture; and (c) create or imply or entitle User to the benefits of any fiduciary or other agency relationship between Exclusible or Frederique Constant or any of its directors, officers, employees, agents or affiliates, on the on hand, and User, on the other hand. User is not entering into these Terms or buying, selling, holding receiving or using the NFTs for the purpose of making an investment with respect to Exclusible or its securities, but solely wishes to use the Exclusible Platform for its intended purposes. User understands and agrees that Exclusible and Frederique Constant will not accept or take custody over any NFTs, cryptocurrencies or other assets of User and have no responsibility or control over the foregoing.
You will compensate us and Frederique Constant in full (and our officers, directors, agents, subsidiaries, joint ventures and employees) for any losses or costs, including reasonable legal fees, we and Frederique Constant incur arising out of any breach by you of these Terms, your improper use of the Services or your breach of any law or the rights of a third party.
LEGAL DISPUTES EXCLUSIBLE
These Terms, your access to and use of the Service and Content, shall be governed by and construed and enforced in accordance with the laws of Portugal, without regard to conflict of law rules or principles of any other jurisdiction that would cause the application of the laws of any other jurisdiction. Any dispute between the parties that is not subject to arbitration or cannot be heard in small claims court, shall be resolved in Portugal.
The User can also contact the online dispute resolution service of the European Commission at the following address: https://ec.europa.eu/consumers/odr.
LEGAL DISPUTES FREDERIQUE CONSTANT
These Terms, your access to and use of the Service and Content, shall be governed by and construed and enforced in accordance with the laws of Switzerland, without regard to conflict of law rules or principles of any other jurisdiction that would cause the application of the laws of any other jurisdiction. Any dispute between the parties that is not subject to arbitration or cannot be heard in small claims court, shall be resolved in Switzerland.
The User can also contact the online dispute resolution service of the European Commission at the following address: https://ec.europa.eu/consumers/odr.
If any provision of these Terms is held to be invalid, void or for any reason unenforceable, such provision shall be struck out and shall not affect the validity and enforceability of the remaining provisions.
We and Frederique Constant may assign our rights and obligations under these Terms (but without your prior express consent), provided that we and Frederique Constant assign these Terms on the same terms or terms that are no less advantageous to you.
If you have a dispute with one or more users, you release us and Frederique Constant (and our affiliates and subsidiaries, and our and their respective officers, directors, employees and agents) from claims, demands and damages (actual and consequential) of every kind and nature, known and unknown, arising out of or in any way connected with such disputes.
If any provision or part-provision of these Terms is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this section shall not affect the validity and enforceability of the rest of these Terms.
FEEDBACK AND CONTACT DETAILS
You may choose to submit comments, bug reports, ideas or other feedback about the Platform, including without limitation about how to improve the Platform (collectively, “Feedback”) by emailing us. We and Frederique Constant are free to use such Feedback at our discretion and without additional compensation to you and may disclose such Feedback to third parties.
Users with questions, complaints or claims with respect to the website, the Services or the Platform can be made by contacting us at firstname.lastname@example.org
If the user has any questions or concerns about Frederique Constant, he/she can contact the brand via e-mail at email@example.com
The ownership of the NFT will eventually, following a roadmap published on exclusible.com website, grant some selected Owners access to some of the following of *utilities:
PAYMENT AND TAXES
Payment for a Transfer is made via a blockchain digital wallet transfer (the “Wallet”). If you do not already have one, and wish to acquire an NFT, please obtain a hosted Wallet. You understand that the NFT must be Transferred in exchange for cryptocurrency, on the blockchain, and that neither Exclusible nor Frederique Constant have no control over potential “gas” fees collected by miners/validators of the selected Blockchain.
Exclusible nor Frederique Constant are not responsible for determining the withholding, sales, use, value added, transfer or other taxes (“Taxes”) that may apply to the NFT possession or Transfer. You agree that the Owner is solely responsible for determining what, if any, Taxes apply to the Owner Transfers, and to withhold, collect, report and remit the correct amounts of Taxes to the appropriate taxing authorities. For tax rate information, the Owner may wish to consult an independent tax advisor.
WIN A WATCH PROCEDURE
The following giveaway is solely regulated and managed by Frederique Constant, for the purposes of attributing a physical watch to the owners of a specific NFT, according to the rules established hereafter which shall be final and at its sole discretion.
MYCITY: CUSTOMIZE YOUR NFT DESIGN