1. Definitions

Where drafted in upper case, the following definitions are applicable to the entire T&Cs.

• Account refers to a User’s digital account on the Marketplace.
• Blockchain Address refers to a User's blockchain address stored on the Polygon Blockchain.
• Brands refers to any natural or legal person accessing or using the Marketplace in view of offering Collectibles. Brands may include individuals acting with a legal entity or brands acting through a corporate entity (“Brands”).
• Collector refers to any natural or legal person accessing or using the Marketplace in view of acquiring Collectibles.
• Collectible refers to a digital card representing a piece of work from a Designer.
• Collectible Related Rights refers to the intellectual property rights, image rights, copyrights, trade secrets, trademarks, know-how or any other intellectual property rights recognized in any country or jurisdiction in the world associated with the Collectibles and belonging to the Designer.
• Cryptocurrency refers to any digital asset designed to work as a medium of exchange on a blockchain and accepted in payment or exchange throughout the Services.
• Designers refers to any natural or legal person accessing or using the Marketplace in view of offering Collectibles.
• Designers may include individuals acting with a legal entity or brands acting through a corporate entity (“Brands”).
• External Wallet refers to a User’s personal and non custodial digital wallet enabling the purchase of NFTs with Cryptocurrencies.
• Marketplace refers to the digital marketplace accessible through the Website.
• NFT refers to the non-fungible token stored on a public blockchain associated with a Collectible by any means.
• Futures Factory refers to FUTURES FACTORY, a société par actions simplifiée governed by the laws of France, having its registered office at 18 rue Gaston de Caillavet, 75015 Paris, France, registered with the Trade and Companies Registry of Paris under number 900 861 444, represented by Nicolas Romero
• Parties refers to Futures Factory, Users and Designers.
• Partnership Agreement refers to any separate commercial agreement signed between Futures Factory and a Designer.
• Services refers to the Services provided by Futures Factory on the Marketplace, including services set out in section 6.
• T&Cs refers to these terms and conditions.
• Third-Party Services refers to a service not operated by Futures Factory but providing content or additional features to Users such as authentication or payment services.
• User refers to Collectors and Designers.
• Website refers to the website https://futures-factory.com.

Unless stated otherwise, definitions stated in the singular shall have the same meaning in the plural form.

2. Purpose

1. Futures Factory operates the Marketplace which is a peer-to-peer service allowing Collectors to acquire Collectibles from Designers and dedicated to the sneakers universe.
2. The purpose of the T&Cs is to define the conditions under which the Marketplace may be accessed and used and define the rights and obligations of Collectors, Designers and Futures Factory.
3. Due to the peer-to-peer nature of the Marketplace, the T&Cs do not govern any relationship of any kind (e.g. contractual) that may arise between a Collector and a Designer. Conversely, the role of Futures Factory is limited to the operation of the Marketplace and the provision of the Services.
4. As to Designers and in particular Brands, the T&Cs may be completed by Partnership Agreements. In such a situation and in case of contradiction between the terms of the T&Cs and a Partnership Agreement, the terms of the Partnership Agreement shall prevail.
5. These T&Cs apply, without restriction or reservation, to any use of the Services offered by Futures Factory on the Marketplace.

3. Access to the Services

1. The Website may be accessed and the Marketplace may be used by anyone with an internet connection.

3.1 For Collectors

1. In order to set up an Account, Collectors must provide existing credentials of their own (e.g. an email address, their phone number or social logins) and must authenticate through the intermediary of the applicable Third-Party Service.
2. In order to benefit fully from the Services (e.g. to purchase Collectibles), Users may provide (i) an email address, (ii) a Blockchain Address and (iii) an External Wallet associated with such Blockchain Address. The following External Wallets may be used on the Marketplace :

Wallet FF 1

0xB70F5157AD0d2dc190491FF2D364C41854C8CBb0

Wallet FF 2

0x8381f2E3B6cD617D00BCbcD1E849636618C76C1f

Wallet FF 3

0x878a63C0438371996469a124Bb21EC30357A211e

Wallet FF 4

0xd46dFCF48B35309f818b42A8c16266BB00b19A35

3.2 For Designers

1. In order to register as a Designer and benefit from the Services (and in particular offering Collectibles on the Marketplace), any person may contact Futures Factory which will act as a curator and manage the Designer’s onboarding, with his/her collaboration.
2. Designers acknowledge and agree that the use of the Marketplace and access to the Services is subject to the Designer having a legal and tax status (e.g., a company or a regular freelancer status) allowing the regular provision of services in compliance with local laws where he/she operates.

4. Acceptance and amendment of the T&Cs

4.1 Acceptance of the T&Cs

1. These T&Cs apply, without restriction or reservation, to any use of the Services, the Website and the Marketplace. By setting-up an Account and/or using the Services, each User fully and unconditionally accepts these T&Cs.
2. Each User acknowledges that he/she has the capacity to contract and to use the Services in his/her country, declares that any information provided is accurate and declares that he/she has read and accepted the T&Cs by ticking the box provided for this purpose.

4.2 Amendment of the T&Cs; Change to the Services

1. In order to improve their features and quality, Futures Factory may regularly modify the Website, the Marketplace and/or the Services. In particular, Futures Factory may, in particular, add, remove or replace certain functions at any time.
2. Therefore, Futures Factory may modify the T&Cs from time to time. Users will be informed of changes by email 14 days prior to the coming into force of the new version of the T&Cs.
3. During this period, any User may terminate the T&Cs, by any means (e.g., by sending an email), provided that, in particular in the case of the Designer, that he/she completes any ongoing separate agreement or honor those to which he/she has already agreed.

5. Account Security

1. Due notably to the non-custodial features of External Wallets, Users and in particular Collectors acknowledge and agree that they are primarily liable for the security of their Account, their Collectibles, their data and their funds. Users must ensure that their External Wallet is secure and should never share their External Wallet credentials or seed phrase with anyone
2. Users acknowledge and agree that they are responsible for the security, confidentiality and integrity of their own Account and their credentials to access the Marketplace.
3. Futures Factory does not store any password nor has any access to any User credentials, except the User’s address email, and therefore cannot be held liable for any security breach attributed to a User.

6. Services

1. Futures Factory acts as an intermediary between Collectors and Designers by offering a technology facilitating the purchase of Collectibles by Collectors from Designers.
2. Although Futures Factory operates the Marketplace and may curate certain Designers, Collectors understand that when they purchase a Collectible, they purchase it directly from Designers, and not from Futures Factory.
3. Services provided by Futures Factory may evolve from time to time as Futures Factory may add, remove or delete certain functionalities of the Marketplace.

6.1 Collectible features and characteristics

1. The scarcity, ownership and traceability of a Collectible is guaranteed by the underlying NFT, which is different from the Collectible itself. In a nutshell, the Collectible is a piece of work and the NFT is the certificate of authenticity associated with such a piece of work, based on a public blockchain, all of which are digital.
2. Therefore, the purchase of an NFT does not imply the purchase of any Collectible Related Rights, which Collectors understand and agree.
3. The different characteristics and features of a Collectible will be made available on the Website before any sale and may vary based on the Designer’s choices. For instance, Collectibles may include Rare, Super Rare and Unique versions.

6.2 Offering Collectibles

1. Designers have access to technological tools in view of offering Collectibles on the Marketplace and receive payments, either in Cryptocurrencies or in FIAT currencies (e.g. euros).
2. The specific conditions under which such Collectibles are offered on the Marketplace are negotiated between Futures Factory and the Designer.

6.3 Acquiring Collectibles

1. Collectibles may be sold and made available by any means and in particular by way of (i) direct purchase and (ii) auctions. Collectibles may be acquired with Cryptocurrencies with a Collector’s External Wallet or through Third-Party Services which may allow payment by credit cards.
2. After their purchase, Collectors may use digital tools in order to display their Collectible through their Account. Collectibles may also be sold on other platforms and services thanks to their underlying NFTs, as the case may be.

6.4 Display Collectibles

1. Collectibles may be displayed on User’s Accounts with various features developed by Futures Factor (e.g. augmented reality display).

7. Payment terms

7.1 Price of the Collectibles

1. The price of the Collectibles are set by the Designers and made available on the Marketplace.

7.2 Remuneration of Futures Factory

1. Futures Factory shall be paid by a commission on the sales from the NFTs, the amount of which will be determined by the Partnership Agreement or by way of a separate agreement with Designers.

7.3 Financial flows on the Marketplace

1. Payments on the Marketplace can be made either in Cryptocurrency or FIAT currencies (e.g. euros), through the use of an External Wallet or a credit card, with the intermediation of Third-Party Servics, as the case may be.

8. Commitments from Futures Factory

1. Futures Factory will make its best efforts to make the Marketplace and the Services available to the Users and ensure its accessibility and proper operation.
2. To this end, Futures Factory undertakes to ensure that the Marketplace is accessible 24/7, except in the event of force majeure or unforeseeable and unavoidable behaviour on the part of a third party, and subject to potential breakdowns, maintenance interventions and updates required for the proper operation of the Marketplace.
3. Due to the specific characteristics of the Internet and telecommunications networks, Futures Factory cannot guarantee the continuous availability of the Marketplace.

9. User commitments

9.1 General commitments

1. Users acknowledge and agree :
   • to comply with the laws and regulations in force in the country in which they are located and to refrain from disrupting public order and to avoid violating any legislative or regulatory provisions;
   • to implement any measures that might safeguard the security and confidentiality of their credentials, their External Wallet or any payment details;
   • they are of legal age and have the capacity to enter into an agreement with Futures Factory, in accordance with the laws of the country in which they are located;
   • to provide information that is truthful, accurate and free from error when creating their Accounts, to keep this information up-to-date throughout their time using the Marketplace and to publish content that meets these same requirements;
   • to use the Marketplace in accordance with its intended purpose and objective;
   • to refrain from creating false accounts or creating accounts under a false identity, to make personal use of the Account and to refrain from transferring or handing it over to a third party.
2. Users understand and accept that the following acts are strictly prohibited: any behaviour that disrupts, suspends, slows or prevents the continuity of the Marketplace; the publication of illicit content (for example, pornographic content or content that is in breach of an intellectual property right); any intrusion or attempted intrusion into Futures Factory’s information systems; any action placing a disproportionate load on Futures Factory’s digital infrastructures; any infringement of the security and authentication measures; any act infringing Futures Factory’s rights and financial interests, whether commercial or legal; any copying and/or misappropriation of the Website and/or Futures Factory’s digital infrastructure; more generally, any practice misusing the Marketplace, for purposes other than those for which it was designed.

9.2 Commitments specific to Designers

1. Designers specifically acknowledge and agree that:
   • They have a legal and tax status allowing them to have a commercial activity and that they will maintain such legal status as long as they use the Marketplace ;
   • Have skills in the sneakers domain and that they understand blockchain technologies ;
   • Respect the terms of any Partnership Agreement that they may have signed with Futures Factory or any other agreement.

10.Futures Factory’s liability

10.1 Futures Factory’s liability

10.1.1. Disclaimer

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 and the Marketplace 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.
2. To the fullest extent permitted by law, Futures Factory does not represent or warrant that: (i) access to or use of the Services or the Marketplace 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.
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 Futures Factory shall not be liable for any breach of security unless caused by gross negligence on the part of Futures Factory.
4. Futures Factory does not have custody or control over the NFTs or blockchains Collectors are interacting with and does not execute or effectuate purchases, transfers, or sales of NFTs.
5. Collectors bear full responsibility for verifying the identity, legitimacy, and authenticity of NFTs that they purchase from Collectors or third-party sellers using the Services and Futures Factory makes no claims about the identity, legitimacy, functionality, or authenticity of Collectors or NFTs (and any content associated with such NFTs) visible on the Marketplace.
6. Some jurisdictions do not allow the exclusion of implied warranties in consumer contracts, so some or all of the above exclusions may not apply to all Users.

10.1.2. Liability over contents on the Website

1. As a mere hosting provider, Futures Factory is subject to a limited liability regime as provided by the EU Directive of the 8 june 2000 (2000/31/EC) on E-commerce.
2. Therefore, Futures Factory cannot be held liable for the content released by the Users as well as any content exchanged between them and gives no guarantee, express or implicit, in this respect.

10.1.3. Limitation of liability

1. Futures Factory undertakes to implement all the necessary means to ensure the best delivery of the Services provided. However, Futures Factory can only be bound by an obligation of best endeavour.
2. In the event of failure of Futures Factory, it shall be liable only for direct and reasonably foreseeable damage, unless otherwise provided by applicable laws or regulations. Indirect damages that may result from failure or use of the Services are expressly excluded.
3. In any event, Futures Factory may not, unless otherwise provided by law or regulation, be held liable beyond the amounts paid by the User during the last twelves months preceding the incident.
4. In particular, unless otherwise provided by law or regulation, Futures Factory shall not be held liable for:
   • breakdowns or malfunctions of the Services lasting less than 24 hours or that are not the responsibility of Futures Factory;
   • data, Collectibles or Cryptocurrencies losses of Users not being imputable to Futures Factory, in particular, but not exclusively, in the event of hacking of the User's Account or External Wallet, due to negligence in the conservation of its credentials;
   • an unusual or illegal use of the Services offered, by a third party or by a User;
   • Harmful or unintended consequences of a the operation of Third-Party Service ;
   • direct or indirect damage resulting from the use of the Services offered;
   • a malfunction or cyberattack;
   • the harmful consequences of the suspension of an Account ;
   • an adverse event during an auction, both in the course of the process and at the stage of establishing the floor price and the final price; and
   • any case of force majeure, within the meaning of Article 1218 of the French civil code, including a failure of the blockchain protocol used to run the Services.

11. Duration, suspension and termination

11.1 Duration of the T&Cs

1. The T&Cs are entered into for an indefinite term, starting from the moment of their acceptance.

11.2 Suspension

1. Without excluding other coercive measures, Futures Factory may temporarily or permanently suspend a User Account in case of breach of the T&Cs by the User, unfair, fraudulent, criminal or harmful behaviour, and in particular but not exclusively, in the following cases:
   • the User does not comply with all or part of these T&Cs;
   • the User conducts auctions that are not carried out with the aim of purchasing a Collectible and prove to be of a nature to disrupt the proper functioning of the Services;
   • the User carries out suspicious transactions, in particular by repeatedly buying or selling his/her Collectibles at prices that are clearly out of line with the market;
   • the User is suspected of fraud;
   • the User's credentials (e.g. External Wallet, email or payment details) have been compromised;
   • one User uses several distinct Accounts.
2. In case of suspension, Futures Factory informs the User of the measure by e-mail to the e-mail address associated with the Account, indicating (i) the reason for the suspension, (ii) its scope, (iii) its permanent or temporary nature and, in the latter case, (iv) its duration.
3. Futures Factory has the right, but not the obligation, to ask the User to provide explanations about the account activity considered suspicious. The User has the right to provide Futures Factory spontaneously with any useful information concerning the account activity considered as suspicious. In case of dispute concerning a suspension measure, the User is invited to contact, before any other action, the support team (contact@@).

11.3 Termination

1. The User may terminate these T&Cs at any time by requesting the deletion of his/her account.
2. Futures Factory may at any time, for any reason and in its sole discretion, terminate these T&Cs and suspend access to 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 Futures Factory shall not be liable for the consequences of any such suspension or termination.

12. Tax and social security obligations

1. Futures Factory draws the attention of the Users that the sale of Collectibles 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.
2. It is the Users sole responsibility to declare the income from the sales of their Collectibles to the competent tax administration and social security administration.
3. Users residing in France for tax purposes can fulfil 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 on the page accessible via the following link: https://www.impots.gouv.fr/portail/node/10841
4. Users residing in France for tax purposes may, where applicable, fulfil their social security obligations via the social security website, www.urssaf.fr, and obtain information on the social security schemes that may apply and the reporting procedures: https://www.urssaf.fr/portail/home/espaces-dedies/activites-relevant-de-leconomie.html
5. Futures Factory makes available to each Designer, at the beginning of the year, a statement of transactions summarizing the number and amount of transactions made by the Designer through the Marketplace.

13. Intellectual property

13.1 Futures Factory’s IP

1. The Marketplace and its functionalities, the Website and any content generated by Futures Factory are Futures Factory’s sole intellectual property and are protected by all intellectual property rights in force. Access or use of the Services does not grant any right to the Users on these contents.
2. Collectors acknowledge and agree that except as otherwise expressly stated, 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.
3. Any use, reproduction or representation in any form of the Marketplace or the Website without the express written permission of Futures Factory is prohibited.

13.2 Designer’s IP

1. Notwithstanding any contrary provisions in these T&Cs, Collectors have the right to freely dispose of the NFTs he/she owns (sale, loan, donation, transfer, etc.).
   1. Collectors are the sole owners of the NFT they purchase in accordance with these T&Cs in a legitimate manner and in a good faith.
2. However, Collectors acknowledge and agree that except as otherwise expressly stated or granted by Designers, use of the Services or purchase of a Collectible does not confer any ownership, intellectual property right or any other right of any kind whatsoever on Collectible Related Rights.
3. Subject to compliance with these T&Cs, the User is authorised, on a non-exclusive basis, to use and display, in particular through its own Account, the Collectible Related Rights associated with the Collectibles represented by the NFTs that he/she legitimately owns, for personal and non-commercial purposes only. For the avoidance of doubt, it is expressly stated that the rights granted are not transferable.
4. Under no circumstances may the Collector, without the Designer’s prior written consent, do or attempt to do any of the following to the Collectibles, whether or not owned by the Collector: (i) use the Collectible and all Collectible Related Rights associated with Collectibles of which he/she owns the associated NFT for commercial purposes, advertising or promotion of a third party product or service; (ii) market merchandise, physical or digital, that represents the purchased Collectible; (iii) alter the image associated with the Collectible, and/or alter, edit or modify the Collectible Related Rights in any other way; (iv) attempt to claim any additional intellectual property rights relating to the Collectible; (v) use the Collectible Related Rights and/or the Collectible in connection with images, videos, or other forms of media that depict hatred, intolerance, violence, cruelty, or anything else that could reasonably be found to constitute hate speech or otherwise infringe upon the rights of others.
5. Furthermore, Collector understands and agrees that additional restrictions on the use of Collectibles 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 email notification of such restrictions by Futures Factory or the Designer.

14. Personal data

1. Use of the Marketplace and the Services may imply the use of personal data from Users.
2. Policies of Futures Factory in relation to such use are detailed in Futures’s Factory policy available at the following address : [coming soon]

15. Miscellaneous

15.1 Nullity

1. If any provision of the T&Cs is held invalid or void by a modification of legislation, regulation or by a court decision, the remainder of these T&Cs will not be affected thereby as well as compliance with the T&Cs.

15.2 Assignment of the T&Cs

1. Users may not assign or transfer the T&Cs to a third party without the prior written consent of Futures Factory.
2. In the event of (i) a merger by formation of a new company, contribution, partial contribution of assets, merger by acquisition, asset spin-off, or any other operation entailing a universal transfer of Futures Factory’ assets or (ii) any operation entailing a direct or indirect change of control affecting Futures Factory, the contractual relations will persist without it being necessary to inform or obtain the consent of the Users.

16. Choice of law and competent courts

1. The T&Cs are governed by and interpreted according to French laws.
2. Any conflict or dispute related to the validity, the interpretation, performance, and/or termination of the T&Cs must be submitted to the exclusive jurisdiction of the Commercial Court of Paris.
3. According to applicable consumer laws, non-professional Users may submit any dispute related to the T&Cs in the jurisdiction where they were living at the moment of the acceptance of the T&Cs or in the jurisdiction where the damage occured.