CGV
IMPORTANT
Each acquisition of NFT(s) on our Platform unquestionably requires the Customer's full and unconditional acceptance of these General Terms and Conditions of Sale.
These terms and conditions of sale (hereinafter referred to as the "Terms and Conditions" or "T&Cs") govern each transaction concerning non-fungible tokens (hereinafter referred to as the "NFTs") carried out by an individual purchaser (hereinafter referred to as the "Customer") on the Stadium Heroes platform, owned by IROLABS, SAS with a capital of €1000, registered with the RCS of Paris under number 981 761 471, based at 10 rue de la Paix, 75002, Paris, France (hereinafter referred to as "IROLABS").
These General Terms and Conditions of Sale are the terms governing the sale of NFTs offered by IROLABS to Clients (hereinafter collectively referred to as "the Parties") via the Platform, which can be accessed at: https://stadiumheroes.com/
ARTICLE 1. TERMINOLOGY
In the context of this Document, the expressions below are defined as follows:
"Acquisition": refers to the act of acquiring an NFT by a Customer via the Platform;
"Wallet address": indicates the unique address of the digital wallet on the Blockchain;
"Recipient": identifies any legitimate entity designated by IROLABS to receive part or all of the profits from the commercialisation of an NFT via the Smart-Contract, both on the Initial Market and the Secondary Market. This includes in particular the creators of the work, as specified in the NFT Description;
"Blockchain": refers specifically to the Polygon blockchain;
"Customer" means any individual who confirms that they meet the definition of a consumer under French legislation and case law, and who purchases an NFT from IROLABS. It is expressly specified that the Customer is an individual acting for purposes unrelated to his or her commercial, industrial, artisanal, liberal or agricultural activities;
"Collection": refers to any series of NFTs developed by IROLABS and launched on the Platform;
"Terms of Sale" or "T&S" or "CGV": refers to the terms and conditions governing the sale of NFTs by IROLABS to the Client;
"Content": includes all creations, information, texts, trademarks, animations, drawings, photographs, images, data and generally any element or content of IROLABS published on the Platform according to the terms, format and conditions offered as part of the Services;
"Transaction Agreement" means the contract between IROLABS and the Client for the sale of NFTs via the Platform. The Transaction Agreement includes the digital NFT and these Terms and Conditions;
"User Account": refers to the Customer's Account on the Platform giving them access to their invoices and to the management of their NFTs, via their Wallet connected beforehand;
"Identifiable Data" means any information that directly or indirectly identifies an individual (e.g. wallet address, email address, etc.);
"Preference Right": means the portion of the NFT Price accruing to IROLABS and/or the Consignee upon resale of the relevant NFT on the Secondary Market;
"Launch": refers to the presentation of a Collection by IROLABS on the Platform;
"MATIC": refers to the digital currency used for transactions on the Platform via the Blockchain;
"NFT File": identifies any NFT (illustration, photo, video, etc.) associated with an NFT and offered by IROLABS on the Platform;
"Login": refers to the Customer's e-mail address used to register and create their Account.
"Main Market": refers to transactions for the sale of NFTs carried out directly on the Platform between IROLABS and Clients;
"Secondary Market": refers to subsequent resale transactions of NFTs by the Customer to a third party on the Blockchain, whether these transactions are carried out on the Platform or elsewhere;
"Creation" refers to the technical process of generating the NFT on the Blockchain. NFT": means the Non-Fungible Token offered by IROLABS, before or after Creation, via the Platform and linked to an NFT Record;
"Partners": in the plural, refers jointly to IROLABS and the Client. In the singular, refers to either of the entities;
"IROLABS" means IROLABS, a SAS with a capital of €1000, registered with the Paris Trade and Companies Registry under number 981 761 471, located at 10 rue de la Paix, 75002, Paris, France;
"Payment Service Provider" or "PSP": refers to STRIPE payments Europe LTd, a company incorporated under Irish law located at C/O A & L Goodbody, Ifsc, North Wall Quay, Dublin, D01 H104, Ireland, authorised to offer payment services in France. For crypto-currency payments, refers to Thirdweb published by NON-FUNGIBLE LABS, INC. Company based in San Francisco, California registered under #604824583,
"Value of the NFT": refers to the marketing price of the NFT indicated on the Platform;
"Data Controller": refers to the entity defining the means and objectives of data processing;
"Reveal": indicates the disclosure of the contents of an NFT;
"Benefits": refers to the NFT Price and/or the Preferential Right;". Website": refers to the online Platform accessible at https://www.stadiumheroes.com/. The Platform includes all web pages, Services and features offered to Users;
"Smart-Contract": refers to the computer protocol operating on the Polygon Blockchain and facilitating the automatic execution of transactions linked to NFTs created and marketed via the Platform;
"Sub-contractor": refers to the legal entity processing the Identifiable Data (Stripe) on behalf of the Data Controller and following its instructions for issuing invoices;
"Visitor": refers to any person browsing or using the Platform, whether a Customer or simply an Internet user;
"Wallet": refers to the decentralised electronic wallet used to import, store and exchange NFTs;
"Priority or Whitelist": indicates the list of Customers who have received authorisation from IROLABS to purchase NFTs in advance and/or to access goods or services provided by IROLABS.
ARTICLE 2. PURPOSE
These General Terms and Conditions of Sale govern the sale of NFTs by IROLABS to Consumer Clients on the Platform.
Please note that the Sales Contract is made up of these General Terms and Conditions and the NFT File.
The GTC can be accessed and printed at any time via a hypertext link available on the Platform's home page.
ARTICLE 3. ACCEPTANCE OF THE GENERAL TERMS AND CONDITIONS OF SALE
The Customer undertakes to read these General Terms and Conditions of Sale carefully and to accept them expressly before purchasing an NFT on the Platform.
These General Terms and Conditions are referenced at the bottom of each page of the Site by means of a link accessible at the following address https://www.stadiumheroes.com/blog/CGV and must be consulted before proceeding with the Purchase of the NFT.
The Customer is invited to carefully read, download and print the General Terms and Conditions available at the time of Purchase and to keep a copy.
Customers are advised to read the General Terms and Conditions of Sale available on the Platform each time they make a new Purchase, as the latest version of the General Terms and Conditions of Sale applies to all new Purchases of NFTs.
Prior to purchasing an NFT, the Customer declares that he/she has full legal capacity to enter into and conclude any Sales Contract.
By confirming the purchase of the NFT, the Customer acknowledges having read, understood and accepted the General Terms and Conditions of Sale without limitation or condition.
ARTICLE 4. PLATFORM ACCESS PROCEDURES
All Customers have the option of registering when they first visit the Platform to set up an Account.
Customer registration on the Platform is free of charge. Having an Account is essential for acquiring NFTs.
To initialise his Account, the Customer must :
Choose a pseudonym ;
Provide information to generate purchase invoices (managed by our partner Stripe);
Associate your Wallet.
When a Customer registers, they immediately create an Account on the Platform, via which they can :
Acquire NFTs ;
View the NFTs they have acquired, if their Wallet is not linked to the Platform;
Use NFTs in various competitions and game modes on the platform;
Review your personal data;
Control your payment options.
The e-mail address provided during registration constitutes the Customer's Connection ID.
Customers assume full responsibility for the use of their Identifiers and the transactions carried out via their Account.
If a Client discloses or uses its Credentials inappropriately, IROLABS may suspend access to the Account immediately and without compensation.
IROLABS cannot be held responsible for any fraudulent use of a Client's identity. Any access or operation carried out from a Client's Account will be assumed to be carried out by that Client, as IROLABS has neither the obligation nor the technical means to verify the identity of Account users.
Any loss, illicit appropriation or unauthorised use of a Client's Identifiers and their impact are the sole responsibility of the Client, who must inform IROLABS without delay, by email to: [email protected] or [email protected].
Customers may cancel their Account at any time by sending an e-mail to: [email protected].
The Client is hereby notified that the closure of his/her Account by IROLABS will only be possible on the condition that the Client has transferred all his/her NFTs to his/her personal Wallet. Otherwise, the Client's Account will remain active until the NFTs have been transferred to the Client's Wallet.
Once the Client has transferred all of its NFTs to its Wallet, IROLABS will promptly deactivate the Account and send an email to the Client confirming the closure.
ARTICLE 5 Purchasing process for NFTs
Article 5.1 Information about the Customer
Prior to acquiring the NFT, the Customer declares that the purchases he/she makes on the Platform are not directly related to his/her professional activity and are limited to strictly personal use.
The information provided by the Client to IROLABS at the time of the Purchase, and in particular the Client's Public Address, must be complete, accurate and up to date.
Article 5.2 Characteristics of NFTs
General
IROLABS undertakes to present in a clear, legible and comprehensible manner the essential characteristics of the NFTs and the mandatory information that the Client must receive under applicable law.
These characteristics and information appear on the NFT Sheets on the Platform. These NFT Sheets contain in particular the description (nature, standard of the NFT on the Blockchain, publication date, number in the Collection, price, Mint, pre-mint, characteristics, etc.) of the NFTs;
Consequently, the Customer undertakes to read them carefully before purchasing an NFT on the Platform.
The Customer acknowledges that he has checked the suitability of the NFTs for his needs.
IROLABS warrants that the NFTs it sells via the Platform comply with current European and international legislation and with the standards applicable in France. In particular, IROLABS warrants that it has all the necessary rights and authorisations to offer its NFTs for sale on the Platform.
Special Collections
In the case of a Special Collection, IROLABS undertakes to present in a clear, legible and comprehensible manner the essential characteristics of the NFTs making up the said Collection, in particular :
The different categories of NFTs in the Collection ;
The benefits associated with each of these categories ;
The level of rarity of each of these categories;
Article 5.3. Procedure for purchasing an NFT
An NFT is purchased on the Platform.
To purchase an NFT, the Customer must follow the steps described below.
Connecting the Wallet to the Platform
If the Customer has a Wallet, he/she must connect this Wallet to the Platform before any NFT Purchase or create one free of charge via the means offered on the Platform.
Connecting the Wallet to the Platform will enable it to :
Proceed to the payment of the NFTs, if the Customer wishes to pay in cryptocurrency ;
Export the NFTs they earn in the various competitions on the platform to their Wallet.
Selecting NFTs
Except in the case of a Special Collection, the Customer must select the NFT(s) of his/her choice by clicking on the NFT(s) concerned.
The Client is informed that IROLABS may limit the number of NFTs that may be acquired per Client or per Public Address.
Purchase of an NFT
The Customer must expressly accept these General Terms and Conditions of Sale by ticking the appropriate box.
The Customer must then pay the NFT on the Platform.
The Customer may pay the NFT :
In euros. In this case, the means of payment accepted by IROLABS are as follows: bank card (Visa, CB, Mastercard);
In cryptocurrency. In this case, payment will be made from the Customer's Wallet. The value in cryptocurrency is indexed to the value in euros, and is therefore subject to change during the resale to reflect the price of the cryptocurrency.
Acknowledgement of receipt
Once all the steps described above have been completed, a window will appear on the Platform to acknowledge receipt of the Customer's purchase.
However, given the intrinsic way in which blockchain works, delivery times can be a matter of minutes.
Once they have created an Account and entered their e-mail address, Customers will also receive confirmation of their purchase directly in their Account, and will find the invoice for their purchase in their user profile.
Prices
The price of the NFTs is freely determined by IROLABS in accordance with the laws and regulations in force.
The Prices of the NFTs are expressed in Euros (EUR) and in MATIC (MATIC, the price is subject to change) and include all taxes.
The applicable price is that indicated on the date of Purchase of the NFT by the Customer.
The Customer is informed that the Price of the NFT includes the Income of any Beneficiaries.
Availability of the NFT
The availability of the NFT is displayed on the Platform.
The Client is informed that certain Collections may be offered in priority to Clients who have been Whitelisted by IROLABS.
Please note that IROLABS may limit the number of NFTs that may be acquired by the Client.
NFT Mint
NFTs can be sold before or after Mint. The Mint of the NFT, resulting in its registration on the Blockchain, can take place at the Customer's discretion.
The Customer acknowledges that, given the specific features of the Blockchain, the NFT Mint is irreversible.
Delivery of the NFT
General
The Customer is informed that the Purchase of the NFT gives rise to the transmission of a digital certificate, to the exclusion of any other medium.
IROLABS undertakes to ensure that this certificate is backed by the object as displayed on the Platform.
The Customer is hereby informed that the purchase of the NFT does not confer any right of ownership whatsoever over the material support of the object to which it is attached.
The Customer is responsible for creating his Wallet.
5.2.8. Transfer of ownership and transfer of risks
Registration of the transaction on the Blockchain transfers ownership of the NFT and the associated risks to the Customer.
Notwithstanding the foregoing, as long as the NFT has not been exported to the Customer's Wallet, the risks of custody of the said NFT are not transferred to the Customer.
5.2.9. Cancellation of the Purchase
The Customer acknowledges that, given the irrevocable nature of transactions carried out on the Blockchain, the Purchase cannot be cancelled once it has been validated.
However, the Customer is informed that, in the event that payment for the NFT cannot be made, the Purchase procedure will be cancelled and the NFT will be put back up for sale on the Platform, it being specified that the Customer may not invoke any right of ownership or priority over it.
ARTICLE 6. PAYMENT
Payment of the NFT is made when the Customer validates the Purchase on the Platform.
Payment in MATIC
In view of the specific features of the Blockchain, payment will be made as soon as confirmation is received that the corresponding transaction has been recorded on the Blockchain and will therefore be irreversible, which the Customer expressly accepts and acknowledges.
Payment in Euros (EUR)
Payments made in euros for Purchases made via the Platform are managed by the Payment Service Provider STRIPE.
Archiving the Contract
Any Contract concluded with the Client corresponding to a Purchase amounting to more than 120 euros including VAT will be archived by IROLABS for a period of ten (10) years in accordance with article L. 213-1 of the French Consumer Code. IROLABS agrees to archive this information in order to monitor transactions and to produce a copy of the contract at the Client's request.
In the event of a dispute, IROLABS will be able to prove that its electronic tracking system is reliable and that it guarantees the integrity of the transaction.
ARTICLE 7 - RIGHTS CONFERRED BY THE NFTs
The NFT is backed by the object distributed by IROLABS on the Platform, the characteristics of which are described on the NFT File.
By default, the purchase of an NFT does not entail any transfer of intellectual property rights over the object to which it is attached, with the exception of the right to resell the work on the Secondary Market.
IROLABS guarantees that it holds all the rights and authorisations necessary for the sale of the NFT on the Platform.
However, by way of exception, IROLABS may choose to assign certain intellectual property rights over the object which will be directly associated with the NFT acquired by the Client.
ARTICLE 8. RIGHT OF WITHDRAWAL
General
Once the NFT is made available to the Client directly after its Purchase, the performance of the Sales Contract concluded between the Client and IROLABS is immediate and irreversible, which the Client expressly accepts and acknowledges.
Consequently, the Customer acknowledges and accepts that his/her right of withdrawal may not be exercised, in accordance with article L.221-28 paragraph 13 of the French Consumer Code, the provisions of which are set out below and of which he/she declares that he/she is expressly aware.
Article L.221-28 paragraph 13 of the French Consumer Code :
"The right of withdrawal may not be exercised for contracts for:13° the supply of digital content not provided on a tangible medium, where performance has begun after the consumer has given his express prior consent and expressly waived his right of withdrawal, and where the contract imposes an obligation on the consumer to pay, where :
He has given his express prior consent for performance of the contract to begin before the end of the withdrawal period; and
He has acknowledged that he will lose his right of withdrawal (...)".
Thus, the Customer gives his express consent for the performance of the contract to begin before the expiry of the withdrawal period (14 days) and expressly acknowledges losing his right of withdrawal by accepting these General Terms and Conditions of Sale and by ticking the box provided for this purpose.
ARTICLE 9. RESALE OF NFTs
The Customer is authorised to resell the NFTs on the Platform - if the marketplace is activated for collection - or on any other platform compatible with the Blockchain.
In the event of resale of the NFT on the Secondary Market, the Client is informed that on the occasion of each subsequent resale of the NFT, on any platform honouring the EIP-2981, the Resale Right will be due to IROLABS and/or to any Beneficiary designated by the latter within the Smart-Contract.
These sums will be paid automatically into the corresponding Wallet, using the Smart-Contract.
ARTICLE 10. LEGAL GUARANTEES
All Customers benefit from "legal" warranties, for all NFTs acquired, which are detailed in Appendix 1 of these General Terms and Conditions of Sale.
ARTICLE 11. LIABILITY
The Client shall not be held liable in any way for the non-performance or improper performance of contractual obligations attributable to IROLABS, in particular at the time of Purchase.
Please note that :
When the NFT is already Minted or is the subject of a Mint concomitantly with its purchase, the Smart-Contract makes the Sales Contract irreversible by recording it on the Blockchain ;
IROLABS has no influence on the price of NFTs on the Secondary Market, as these prices are freely determined by Clients or third parties.
IROLABS shall not be held liable, or be deemed to have failed, for any delay or non-performance of any of its obligations described herein, when the cause of the delay or non-performance is related to a case of force majeure as defined by the case law of the French Courts and Tribunals.
ARTICLE 12. FORCE MAJEURE
IROLABS shall not be liable if the non-performance or delay in the performance of any of its obligations described in these Terms and Conditions is due to force majeure.
Force majeure in contractual matters occurs when an event beyond the debtor's control, which could not reasonably have been foreseen when the contract was concluded and the effects of which cannot be avoided by appropriate measures, prevents the debtor from performing its obligation (e.g. disappearance of the Blockchain).
If the impediment is temporary, performance of the obligation is suspended unless the resulting delay justifies the termination of these General Terms and Conditions of Sale. If the impediment is definitive, the General Terms and Conditions shall be terminated ipso jure and the Parties shall be released from their obligations under the conditions provided for in articles 1351 and 1351-1 of the French Civil Code.
In the event of any of the above events, IROLABS will endeavour to inform the Client as soon as possible.
ARTICLE 13. PERSONAL DATA
IROLABS will be responsible for processing the Client's personal data from the time of contact with the Client who has purchased NFTs.
The Client's data is processed by our partner Stripe and kept confidential by Stripe, for the purposes of the Sales Contract, its execution and in compliance with the law, for a period of 3 years from the end of the commercial relationship if the Client has already purchased NFTs or from the last contact with IROLABS otherwise.
Customers whose personal data is processed are reminded that they have the right to access, rectify, update, port and delete information concerning them, as well as the right to limit processing in accordance with articles 49, 50, 51, 53 and 55 of the French Data Protection Act and the provisions of articles 15, 16, 17 and 18 of the European General Regulation on the Protection of Individuals (RGPD).
In accordance with the provisions of article 56 of the French Data Protection Act and article 21 of the RGPD, the Customer may also, for legitimate reasons, object to the processing of data concerning him or her, without reason and at no cost.
The Client may also define the fate of his/her data after his/her death and choose whether or not IROLABS communicates his/her data to a third party designated by the Client.
The Client may exercise these rights by sending an e-mail to or a letter to IROLABS, where possible.
However, given the public and irreversible nature of the Blockchain, the Customer acknowledges and accepts that some of his/her data (public address, username, purchase, etc.) cannot be deleted or modified.
Finally, the Customer may also lodge a complaint with the supervisory authorities, in particular the CNIL (https://www.cnil.fr/fr/plaintes).
The entire policy relating to the processing of personal data by IROLABS is detailed in the Platform Privacy Policy available on the Platform.
ARTICLE 14. INTELLECTUAL PROPERTY
All Content published on the Platform is the property of IROLABS, or is Content over which it has the necessary rights of use.
Any representation or reproduction, in whole or in part, of the Content, by any means whatsoever, without the prior express authorisation of IROLABS is prohibited and shall constitute an infringement punishable by the provisions of the Intellectual Property Code.
By accepting these General Terms and Conditions of Sale, the Client acknowledges the intellectual property rights of IROLABS and undertakes to respect them.
ARTICLE 15. COMPLAINTS
Any written complaint by the Customer must be sent to :
By post to the following address IROLABS, 10 rue de la Paix, 75002, Paris, France.
By e-mail to the following address: [email protected];
ARTICLE 16. VALIDITY OF THE GENERAL TERMS AND CONDITIONS OF SALE
If any one of the stipulations of these GTC is declared null and void by virtue 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 in no way affect the validity of the other clauses, which will remain fully applicable.
Under no circumstances does such a modification or decision authorise Customers to disregard these General Terms and Conditions of Sale.
ARTICLE 17. MODIFICATION OF THE GENERAL TERMS AND CONDITIONS OF SALE
These General Terms and Conditions of Sale are dated precisely and may be amended and updated at any time. It should be noted, however, that the applicable Terms and Conditions are those in force at the time of purchase. Changes to the Terms and Conditions will therefore not apply to NFTs already purchased.
ARTICLE 18. JURISDICTION AND APPLICABLE LAW
THESE GENERAL TERMS AND CONDITIONS OF SALE AND THE RELATIONSHIP BETWEEN THE CUSTOMER AND IROLABS ARE GOVERNED BY FRENCH LAW.
IN THE EVENT OF A DISPUTE, THE FRENCH COURTS SHALL HAVE SOLE JURISDICTION.
However, prior to any recourse to an arbitral or state court, the Client is invited to contact the IROLABS complaints department.
If no agreement is reached or if the Client proves that he/she has previously attempted to resolve his/her dispute directly with IROLABS by means of a written complaint, an optional mediation procedure will be proposed, conducted in a spirit of loyalty and good faith with a view to reaching an amicable agreement in the event of any dispute arising in connection with this contract, including any dispute relating to its validity.
To initiate this mediation and in application of article L. 616-1 of the French Consumer Code, the Client may contact the mediator chosen by IROLABS, namely the "Consumer Mediator", who may be contacted via the online form: https://www.mediateur-consommation-smp.fr/
Any consumer may also have recourse to the European Online Dispute Resolution Platform accessible at the following address:
https://ec.europa.eu/consumers/odr/main/index.cfm?event=main.home2.show&lng=FR
The Party wishing to implement the mediation process must first inform the other Party by registered letter with acknowledgement of receipt, indicating the elements of the dispute.
Since mediation is not compulsory, the Client or IROLABS may withdraw from the process at any time.
IN THE EVENT THAT MEDIATION FAILS OR IS NOT ENVISAGED, THE DISPUTE MAY BE SUBMITTED TO THE COURTS WITHIN THE JURISDICTION OF THE COURT OF APPEAL IN PARIS, TO WHICH JURISDICTION IS EXPRESSLY ASSIGNED, NOTWITHSTANDING PLURALITY OF DEFENDANTS OR THIRD PARTY PROCEEDINGS, INCLUDING EMERGENCY PROCEEDINGS OR PROTECTIVE PROCEEDINGS IN CHAMBERS OR BY PETITION.
