Preamble

SILVER ROOM is a Web3 fashion editor, which offers a community of fashion editor, physical and digital experiences, information, images and discussion forums, around silhouettes and collectible fashion creations taken from current events or past iconic collections of the main fashion houses, on the present webWebsite (hereinafter the "Website").

These terms and conditions (hereinafter the "Terms and Conditions") govern (i) the operation and use of the Website and more generally of all tools, mobile applications, smart contracts, web applications, related to the Website and NFTs and (ii) any purchase/sale or exchange of NFTs (as this term is defined below) on the Website or a third party platform.

1 - Definitions

For ease of reference in these Terms and Conditions, the terms referred to below shall have the meanings specified below, whenever used with a capital letter:

"Purchase" means the purchase of an NFT by a User during a Sale.

"Buyer" means the owner of an NFT. The term "Buyer" applies to a First Time Buyer as to all Subsequent Buyers.

"First Time Buyer" means a User who acquires an NFT on the Website during a Sale.

"Subsequent Buyer" means any person who acquires an NFT in a Secondary Sale.

"Benefits" means the advantages ("Utilities") offered to Buyers of an NFT. The Benefits vary depending on the Drops and/or NFT.

"Cryptocurrency" means any digital asset designed to function as a medium of exchange on a blockchain.

"Crypto-Wallet" means a digital wallet used to store assets and carry out transactions using a Cryptocurrency.

"Rights Related to the Work" means all proprietary rights of any kind, which are related to the underlying assets included in a considered Work, taken individually or collectively, and in particular (a) intellectual property rights (which include trademark (i), copyright (ii), designs (iii)) that are recognized throughout the world on the clothing and accessories that make up the Look subject of the Work in question, the Trademark under which they are marketed, as well as their representation in the form of a still or moving image and (b) the rights of the models on the attributes of their personality (name and image). This list is not exhaustive.

"Drop" means a set of NFTs edited, published and put on Sale by SILVER ROOM at a given time.

"Gas fees" means the transaction fees charged, for each transaction made on a blockchain, by its administrators.

"Looks" means a silhouette composed of one or more garments and accessories drawn from a Trademark's current or past iconic collections.

"Website Marketplace" means the service offered on the WebWebsite, which allows SILVER ROOM and Users to sell, buy and/or exchange NFTs and associated physical or digital products and/or experiences.

"Trademark" means any name or sign protected as a trademark and in particular the SILVER ROOM trademark and the trademarks of its Partners.

"NFT" means any non-fungible token offered for sale by SILVER ROOM.

"Work" means the combination of the underlying content and assets associated with a given Look and arranged in the form of a digital card containing a set of texts, still and/or animated images, in 2D and/or 3D and/or sounds, associated with a single NFT.

"Offer" means any offer to Purchase submitted by a User in the context of an Auction with the aim of winning it.

"Smart Contract" means the computer program(s) used to create and distribute an NFT.

"Partner" means a fashion house that entrusts SILVER ROOM with the distribution and sale of Looks in the form of NFTs, possibly with associated Benefits.

"Reserve Price" means the minimum price set by SILVER ROOM during an Auction of an NFT.

"Services" means all services accessible on the Website and/or provided by SILVER ROOM.

"Third Party Services" means services not operated by SILVER ROOM but providing additional content or functionality to Users, such as payment services, digital asset manager services, external marketplace services, etc. Whether or not they are integrated into the Website, these services are provided under the sole responsibility of the providers offering them.

"Website" means the SILVER ROOM Website: www.silverroom.xyz

"User" means any natural person who visits the Website.

"Seller" means any person who resells an NFT.

"Sale" means the organization of the sale of an NFT by SILVER ROOM by any means.

"Blind Sale" means a Sale operation where Buyers do not choose an NFT but are randomly and automatically allocated an NFT.

"Auction" means a process that allows the Sale of an NFT to the highest Buyer.

"Secondary Sale" means any resale of an NFT by a Seller.

2 - Purpose

The purpose of the Terms and Conditions is to define the rights and obligations of SILVER ROOM and the Users and their limits.

The Terms and Conditions apply to any use of the Website and the Services and in particular to any Purchase/Sale of NFT where the User will be asked to confirm his unreserved acceptance of the Terms and Conditions.

SILVER ROOM reserves the right to modify the Terms and Conditions at any time by publishing a new version of the Terms and Conditions on the Website. Changes to the Terms and Conditions shall automatically apply with immediate effect from the date on which they are made. Access to or use of the Website by a User after the update of the Terms and Conditions shall constitute acceptance of the updated Terms and Conditions as of the date of such access/use. In case of conflict between an old and a new version of the General Conditions, the new version shall prevail.

3 - Conditions relating to the Sale of NFT

3.1/ Announcement relating to the Sale of NFT

SILVER ROOM will announce the dates of sale of each Drop on the Website.

The number of NFTs offered for sale during each Drop will be limited. It may vary depending to the Drops and the Partner and will be made known to the User during the Sale.

The User therefore waives any claim in the event that a desired NFT is no longer available. SILVER ROOM will endeavor to regularly update the list of NFTs sold and those still available on the Website. In the case of a Blind Sale, the list of sold NFTs can only be revealed once the Drop is fully sold out.

Except in the case of a Blind Sale, SILVER ROOM undertakes to ensure that the NFTs presented for sale on the Website correspond to the Works associated with them and include any Benefits described.

3.2/ Price of NFTs

The Sale price of the NFTs varies according to the Drop, the NFT considered and/or the method of Sale used (fixed price or auction).

The Sale price of NFTs is indicated in Cryptocurrency on the Website and is inclusive of all taxes but exclusive of Gas Fees and any other transaction fees that may be required or levied by Third Party Services.

The Buyer will be informed by third parties (the Crypto-Wallet managers) of the fees applicable to the envisaged transaction, at the time of the Purchase of the NFT in question or of the Offer. It will be up to him to refer very carefully to this information before definitively confirming his wish to buy the NFT or to make an Offer, knowing that the blockchain technology which governs Smart Contracts does not allow the cancellation of the Sale of an NFT or an Offer when the Purchase or the Offer has been confirmed.

SILVER ROOM shall therefore not be liable in this respect, which the User expressly accepts

3.3/ Conditions relating to the Sale of NFTs

3.3.1/ The User must, prior to the Sale

• be of legal age (over 18 years old), the Website not being intended for children under 18 years old;
• have a MetaMask Crypto-Wallet or any other type of Crypto-Wallet compatible with the Website. The payment of the NFT will be made via this Crypto-Wallet;
• buy Ethereum or any other Cryptocurrency accepted by the Website for the Purchase/Sale of an NFT and load them on his Crypto-Wallet.

Otherwise, he will not be able to make any Purchase.

It is reminded that each User is solely responsible for the security and management of his Crypto-Wallet(s) and the security of their contents.

3.3.2/ The User must follow the instructions displayed on the Website and those of the Third Party Service for the Crypto-Wallet, in particular

• Select the NFT he wishes to purchase on the Website. In the case of a Blind Sale, the User should select the "BUY" button on the Website;
• Check the box "I accept the T&C";
• Check the details (NFT selected, if any, the attached Benefits, the total price, the transaction fees (Gas Fees) that are applicable on the blockchain and correct any errors) before finally confirming the following:
  1. In the context of a Fixed Price Sale, his wish to purchase the selected NFT by clicking in the place indicated (button "MINT"), to express his acceptance irrevocably.
  2. In the context of an Auction, his wish to irrevocably accept the Auction insofar as each Offer is binding, it being specified that:
     • The Auction shall be closed when the allotted time has expired. The NFT thus sold will be attributed to the User whose Offer is the highest at the closing of the Auction, provided that the Reserve Price has been reached;
     • SILVER ROOM reserves the right to withdraw an NFT from a planned or ongoing Auction on the Website, if necessary, and in particular in case of abuse, proven or suspected fraud or error. In the event of withdrawal, the Bids made will be deleted., proven or suspected fraud or error. In case of withdrawal, the Offers made will be deleted.

It is expressly reminded that any interaction of a User with the blockchain may result in Gas Fees that will be irrecoverable, even if the transaction is not successful.

3.4/ Confirmation of the Sale of NFTs

Once the Sale is completed, it will be registered in the blockchain and the NFT will automatically appear in the Buyer's Crypto-Wallet. It will also be visible on third party marketplaces (such as OpenSea).

4 - Conditions relating to the Secondary Sale

In case of resale of NFT, it is reminded that the Seller has only a limited right to transfer the purchased NFT:

1. The intended transfer shall be in accordance with the laws and regulations applicable in the country where such transfer is intended, including, but not limited to, restrictions under applicable trade regulations;
2. The Subsequent Buyer shall have accepted all of the Terms and Conditions and shall be deemed to have accepted them by purchasing an NFT and using the attached Benefits;
3. Seller shall inform the Subsequent Buyer of the Terms and Conditions, by a link or by any other method by which the Terms and Conditions may be viewed by the Subsequent Buyer;
4. Seller shall not have violated the Terms and Conditions prior to the Secondary Sale, and in particular shall not have infringed any Rights Related to the Work.

On the occasion of each resale, a commission based on the amount of the transaction, the amount of which may vary according to the NFTs resold, will be automatically deducted from the transaction by SILVER ROOM and its Partner. The amount of this commission is written in the Smart Contract and will be indicated at the time of the Sale of each NFT.

5 - Right of withdrawal

It is reminded that Sales are automatically managed by Smart Contracts which do not allow cancellation. Any exchange or refund is impossible, which the User acknowledges and expressly accepts.

As a result, and given the particular nature of the NFT Sale, which implies an instantaneous execution, the Buyer acknowledges that he/she is informed and accepts that his/her right of withdrawal cannot be exercised in accordance with article L.221-28 paragraph 13 of the French Consumer Code reproduced below and of which he/she declares that he/she has expressly taken note:

"The right of withdrawal may not be exercised for contracts: 13° Of supply of a digital content not supplied on a material support whose execution began after prior express agreement of the consumer and express renunciation of his right of withdrawal".

6 - Ownership of the NFT, the Work and the Rights Related to the Work

6.1/ Upon the Sale of an NFT, only the ownership of the NFT is transferred to the Buyer by the registration of the transaction in the blockchain.

The Purchase of an NFT does not give the Buyer any ownership rights on the Work that is associated with it and/or on the elements that make it up, apart from the possible Benefits. In other words, only the Rights Related to the Work expressly listed under Benefits at the time of the Sale of an NFT may be used by the Buyer.

The User acknowledges and accepts that he/she will not have any other right to use the Work associated with his/her NFT and/or its component parts outside the strict framework of the Benefits mentioned in Article 8 below.

In particular, the User shall not, outside the Benefits, directly or indirectly:

• Use Rights Related to the Work, reproduce or represent all or part of a Work and in particular a Trademark or elements of a Look, especially to:
  • tokenize them;
  • create real or virtual objects;
  • use them as a trademark or as a sign to market any product, service or merchandise;
  • integrate them into films, videos, photos or any other form of media or support;
  • to bring them together with still or animated images, texts or any other form of media or content that promotes or incites hatred, intolerance, violence, cruelty or any other illicit activity or contrary to good morals;
  • to associate them with any statement that is disparaging or damaging to the image or reputation of SILVER ROOM, a Partner or any third party.
• (ii) File or attempt to register or protect any Trademark or other element covered by any Right Related to the Work or any identifying sign of SILVER ROOM or a Partner, in any capacity and in any place, including but not limited to as a trademark in any class of goods and services, design, author rights/copyright, domain name, social media account and associated address without this list being exhaustive;
• (iii) Adapt, modify or distort all or part of a Work or its component elements in any way.

6.2/ SILVER ROOM warrants to the Buyer that the NFT purchased does not in itself infringe any rights held by third parties.

6.3/ The risks and responsibilities related to the ownership and use of the NFT and the attached elements will automatically and immediately transfer to the Buyer at the moment he becomes the owner of the NFT, i.e. at the moment of the registration of the transaction in the blockchain.

7 - Accounts receivable

SILVER ROOM may set up client accounts on the Website, to allow the User to benefit from certain advantages. The characteristics and functioning of these accounts will be specified later.

8 - Benefits

The Purchase of an NFT will allow the Buyer to benefit from certain Benefits depending on the NFT purchased (advantages, experiences or physical or digital events... in relation with the Partner or the Work), of which he will be informed by regularly accessing the Website or by any other means that may be set up by SILVER ROOM.

The Benefits may include:

• physical or digital gifts;
• a priority access to a new collection of NFTs put on sale by SILVER ROOM or the Partner author of the Look;
• a 2D or 3D version of a part of the Work associated with the purchased NFT, usable in digital experiences (e.g. to dress up 'avatars' of popular NFTs (such as BAYC or WoW), to be worn by the Buyer's avatar in online games or in metaverses, to be used as a profile picture on social networks) ;
• priority access to reserved or limited sales of the Partner associated with the purchased NFT;
• augmented reality filters allowing to digitally try on one or more garments composing the Look associated with the purchased NFT and to share image or video files of this fitting on social networks;
• invitations to physical or digital events related to the Partner's Trademark associated with the purchased NFT (for example: fashion show, concert, screenings, etc.);
• privileged access to the SILVER ROOM Discord group or to that of the Partner associated with the purchased NFT;
• access to online VIP stores allowing the purchase each year of one or more garment(s) or accessory(ies) reserved by a Partner to the sole holders of NFTs associated with its Trademark.

This list is not exhaustive and is mentioned only as an example.

It is understood that the Benefits may vary depending on each NFT.

Some Benefits will remain with the Buyer while others will be automatically transferred with the NFT in case of a Secondary Sale.

The nature and the modalities of exercise of the Benefits are detailed at the time of the sale of a Drop or an NFT or in a second time.

9 - Tax and social security obligations

9.1/ The User acknowledges that he/she has been informed that the sale of NFTs may constitute income that is taxable or subject to social security charges in certain countries. It is the responsibility of Users to contact the relevant tax or social security authorities in their country of residence to ensure compliance with the tax and social security rules applicable to their income from the sale of NFT.

9.2/ Users residing in France for tax purposes can, in particular, fulfil their tax obligations via the Website of the French tax authorities,www.impots.gouv.fr, and obtain information on the tax regimes that may apply and the tax declaration procedures.

9.3/ SILVER ROOM shall not be liable in any way for any failure by Users to comply with their tax or social security obligations.

10 - Liability

10.1/ The User acknowledges and accepts that:

• NFTs prices are extremely volatile and variations in the price of other digital assets (Cryptocurrency for example) can significantly and negatively affect the value of a purchased NFT. There is therefore no guarantee that the NFTs purchased will have or retain any value;
• There are risks associated with the use of Internet assets (e.g. NFTs or Cryptocurrencies), including the risk of hardware failure, Internet connections, outages, the introduction of malware, the risk of third parties gaining unauthorized access to information stored in the User's Crypto-Wallet and stealing its contents;
• NFTs, Cryptocurrencies and blockchain are also relatively new and their regulations are evolving. New regulations could have a negative impact on these technologies and in particular on the value of the User's NFT, who accepts all risks in this regard;
• The proper functioning of the Website and the Services (and in particular the Sales process) is a simple obligation of means.

10.2/ In addition, the User expressly accepts that SILVER ROOM is not responsible for any intrusion, virus, security breach related to online commerce and/or the use of blockchain technology, smart contracts or any other case of force majeure within the meaning of Article 1218 of the French Civil Code and more generally for any unintentional problems resulting from the use of the Internet network or the Website and likely to affect the Sales, the Website and its functioning or technical or material errors of the Website, interruptions of the Website, the occurrence of bugs, the breakdown of the Sales service or the damages that would result from it whatever the nature or the consequences and notably the loss of data.

In particular, SILVER ROOM shall not be liable for any damage caused to the User's computer equipment as a result of accessing the Website or downloading any of its elements, nor for the loss or misdelivery of an e-mail or its sending to an incorrect e-mail address.

10.3/ The Website may include links to Third Party Services. As SILVER ROOM does not have control over such Third Party Services, SILVER ROOM shall not be responsible for the use of such Third Party Services or for the content or products offered by such Third Party Services and the consequences of their use. Such Third Party Services may also be subject to different terms and conditions which the User is invited to consult.

10.4/ For maintenance reasons or in case of technical problems, SILVER ROOM reserves the right to suspend its Services or the functioning of the Website, and in particular the transactions/Sales in progress. The User expressly acknowledges that SILVER ROOM shall not be held liable in any way whatsoever in such an event.

10.5/ In case of gross negligence or wilful misconduct in the provision of the Services, SILVER ROOM shall only be liable for direct and reasonably foreseeable damages. Indirect damages or punitive compensation are expressly excluded.

10.6/ In any case, SILVER ROOM's liability is exclusively limited to the reimbursement of the sums actually paid by the Buyer for the relevant Sale and the related costs, and without prejudice to its rights and remedies, which the User expressly accepts.

11 - Intellectual property

11.1/ Intellectual property of Silver Room

The contents of the Website are the exclusive property of SILVER ROOM and/or its Partners.

Unless expressly authorized in writing by SILVER ROOM, the User may not reproduce, represent or adapt any of the elements or content of the Website, in particular the Works.

11.2/ Intellectual property of the Partners

The Rights Related to the Work are held by the Partner associated with each Work. In particular, the User acknowledges that the clothing and accessories making up each Look, the Trademarks, signs and/or logos of the Partners are protected by rights exclusively reserved for the Partner and may not be used by the User other than for personal use within a family context or for the express authorizations associated with a given NFT under the Benefits referred to in Article 8 above.

The User acknowledges that he/she is fully informed that any unauthorized use and, more particularly, any commercial use of Rights Related to the Work is strictly prohibited and liable to civil and criminal penalties and would constitute an infringement.

12 - Personal data protection and cookies policy

SILVER ROOM's privacy and cookie policy is available at the following address [to be completed].

13 - Jurisdiction - applicable law - Disputes

13.1/ The Terms and Conditions are governed solely by French law.

13.2/ In the event of litigation or dispute, the parties will try to find an amicable solution, being specified that the User will be able:

• contact the customer service at the following address: support@silverroom.xyz, taking care to specify his contact details and to provide any information allowing to appreciate the origin and the implications of the dispute;
• resort to mediation, in particular:
  • with the online dispute resolution platform set up by the European Commission (Article 14 of Regulation (EU) No. 524/2013), which makes it possible to collect complaints arising from an online purchase from European consumers and to transmit these complaints to the competent national mediators. This platform is available by clicking on the following link: https://webgate.ec.europa.eu/odr/
  • by referring the matter free of charge to the mediation center to which SILVER ROOM belongs, i.e. the CMAP - Centre de Médiation et d'Arbitrage de Paris (Paris Mediation and Arbitration Center), within one year from the date of the written complaint sent to SILVER ROOM's customer service department at the address given above. The seizure of the mediator of consumption will have to be carried out:
    • either by completing the form provided for this purpose on the CMAP webWebsite: www.cmap.fr, tab " vous êtes : consommateur /you are: consumer";
    • either by sending an email to the CMAP via the consommation@cmap.fr address;
    • or by mail addressed to the CMAP Médiation Consommation 39 avenue Franklin Delano Roosevelt 75008 PARIS

13.3/ In the absence of amicable settlement, the courts of Paris will have exclusive jurisdiction, except for more favorable national public order provisions.