Terms & Conditions
Scratch Tech SAS is a simplified joint stock company (société par actions simplifiée) with a share capital of 1000 €, registered with the Nanterre Trade and Companies Register under number 977 574 516, whose registered office is located at LEVALLOIS-PERRET, France (hereinafter, the “company”). Contact : [email protected].
And apply to services provided on the website the-chain.xyz.
Each User declares and acknowledges that:
- she/he has, in his/her country, the capacity to contract and to subscribe to the Services;
- she/he is informed that her/his commitment does not require a handwritten or electronic signature. The acceptance of these Terms and Conditions is implemented by the mechanism of a double click;
Users can save and print these Terms and Conditions, by using the standard functions of their browser or computer.
These Terms and Conditions constitute a legally binding agreement between you and Scratch Tech SAS.
The terms defined below shall have the following meanings between the parties:
- “The_Chain”: The_Chain is an artistic protocol that links different artworks with a cryptographic link between artwork #N and artwork #N+1. Artworks are provided by multiple artists
- “Artwork”: refers to a digital image conceived by an artist;
- “Original artwork”: refers to the artwork sent by an artist willing to get it added on The_Chain
- “Variation”: refers to a version of the original artwork that has gone through the scratching service
- “Scratched artwork”: refers to a variation of the original artwork that posts the target hash needed to continue The_Chain (i.e. target hash starting with the same digits as the end of the hash of the previous artwork)
- “Artist”: refers to a user with an artist account allowed to provide an artwork to The_Chain
- “Collector”: refers to a user with a standard account allowed to browse and purchase an artwork on The_Chain
- “Customer”: refers to a user with a user account willing to browse The_Chain and/or buy an artwork of The_Chain
- “The service” : refers to a digital service of curating a chain of artworks under the principles of The_Chain and allowing artworks to be sold in the primary market
- “Scratching”: technical way to create a variation of an original artwork that has a hash compliant with its inclusion in The_Chain
- “Target hash”: sequence of digits required The_Chain rules at the beginning of the scratched version of the artwork sent for scratching
- “Cryptocurrency”: refers to any digital asset designed to work as a medium of exchange and accepted in payment throughout the Services;
- “NFT”: refers to the Non-Fungible Token which represents on blockchain the Artwork and certifies that each Artwork is unique and not interchangeable;
- "User": refers to any natural person using the Services or visiting the The_Chain website;
- "User Account": designates a private virtual space that the User may have on the Website and which can be accessed by means of a login and password combination or wallet connection;
- “Link”: a link of The_Chain is an artwork that fits into The_Chain under the principles of The_Chain. A new link to The_Chain is a new artwork which original version was provided by an artist and which scratched version has been created.
- "Positive Double Click": refers to the electronic formulation of acceptance. The first click marks the user's agreement and a second click marks the confirmation of the user's agreement, making the user a customer;
- "TCS": refers to these Terms and Conditions of our service The_Chain;
- "Personal Data": designates all data that directly or indirectly identify a natural person;
- “Wallet”: refers to an electronic wallet, which allows you to purchase, store, and engage in transactions using a cryptocurrency;
- "Website": refers to the website accessible at the URL www.the-chain.xyz
2.1 The purpose of these TCS is to define the terms and conditions of use and/or sale of the Website, and notably to define under which conditions a User may issue or buy an artwork on The_chain.
2.2 These TCS apply, without restriction or reservation, to any use of the Services, and are enforceable as soon as they are agreed by a User. Such consent shall be given prior to using the services.
2.3 Scratch Tech SAS reserves the right to adapt and/or modify these TCS at any time. The new version of the TCS shall then apply to any purchase or sale made after they have been posted online. Consequently, the User is invited to read the applicable version of the TCS before purchasing and/or selling an Artwork.
In any event, the version of the TCS applicable to the user is the one agreed by the User at the time of the validation of their use of the Services. The online documents agreed shall take precedence over all paper or electronic versions of earlier dates.
These TCS are permanently accessible on the Website via the "Terms and Conditions" section and will prevail over any other version or any contradictory document.
2.4 The Website may contain links and/or content from third-party websites and/or resources. Such third-party websites and/or resources may be subject to different terms and conditions and privacy practices. Scratch Tech SAS is not responsible nor liable for the availability and/or accuracy of such third-party websites. Links to such third-party websites cannot be construed as an endorsement by Scratch Tech SAS of such third-party websites.
3. Access to the Website and creation of an account
3.1 Access to the Website
3.1.1 Access to the Website is free for any User with internet access. The cost related to the access to the Website, whether hardware, software or internet access cost, are exclusively at the User’s expense.
The User is solely responsible for the proper functioning of her/his computer equipment and her/his access to internet. Scratch Tech SAS cannot be held responsible for the proper functioning of the User’s computer equipment and her/his access to internet.
3.1.2 The Website is accessible 24h a day and 7 days a week, except during maintenance upgrades.
3.1.3 Due to the nature and the complexity of the internet network and, in particular, its technical performance and response time for consulting, querying or transferring information data, Scratch Tech SAS makes its best efforts to allow access to and use of the Website and the Services offered. Scratch Tech SAS cannot guarantee an absolute accessibility or availability of the Website.
3.1.4 Scratch Tech SAS reserves the right, without notice or compensation, to temporally close the Website or access to one or more Services, in particular to carry out an update, maintenance operations, modifications or changes to operational methods, servers and hours of accessibility, without this list being exhaustive.
Scratch Tech SAS reserves the discretionary right to complete, delete or modify, at any time, the Website and the Services available on it.
3.2 Creation of a User Account
3.2.1 Access to the Website is not conditional on the creation of a User Account. But the creation of a User Account is a necessary step to enjoy the Services offered by Scratch Tech SAS, i.e. to issue or buy an artwork.
Users are broken down into two categories : artist or collector. While the collector status is provided by default, the artist status is awarded by Scratch Tech. Scratch Tech is the unique decision maker to
award users the “artist” status. There is no appeal system available for artists that were denied artist status.
3.2.2 Any User can create a User Account on the Website by:
- Providing her/his username and a valid e-mail address to serve as contact,
3.2.3 The User undertakes that all information provided for the purpose of registration are accurate and current.
The User acknowledges that any erroneous information, provided whether knowingly or unknowingly, may lead to liability action against him/her with a view to obtaining compensation for any prejudice suffered.
In addition, any usurpation of identity may give rise to a criminal prosecution in accordance with the provisions of Article L.226-4-1 of the French Penal Code, which states that "Usurping the identity of a third party or making use of one or more data of any kind allowing identification in order to disturb his or her peace or that of others, or to harm his or her honor or reputation, shall be punishable by one year's imprisonment and a fine of €15,000. This offence is punishable by the same penalties when it is committed on a network of communication to the public online".
3.2.4 The User is solely responsible for securing her/his own data and undertakes to take any necessary measure to ensure the confidentiality of her/his username and password, in particular by changing her/his password regularly. Each User undertakes to change her/his password without delay in the event of voluntary or involuntary disclosure to third parties, or in the event of lost or forgotten password.
The User must inform Scratch Tech SAS as soon as possible in the event of unauthorized use of her/his User Account.
Any use of the User Account is presumed to be made in the name and on behalf of the User.
Scratch Tech SAS cannot be held liable in the event of fraudulent or abusive use or due to voluntary or involuntary disclosure of the identifiers and/or passwords of a User.
3.2.5 The User may request the deletion of her/his User Account at any time, under the conditions set out on the Website, or by sending a request to [email protected]
3.2.6 In the event of a breach by a User of any of the obligation incumbent upon her/him under these TCS, Scratch Tech SAS reserves the right, without compensation and without notice, to suspend access to all or part of her/his User Account until the cause of the suspension has disappeared, or even to delete her/his Use Account according to the seriousness of the breach. The User accepts and acknowledges that Scratch Tech SAS cannot be held liable against her/him or against a third party for the consequences of the suspension or deletion of her/his User Account.
3.2.7 Any User Account that has not used for a period of two (2) years could be automatically deleted.
3.2.9 The deletion of a User Account, whether at the initiative of the User or at the initiative of Scratch Tech SAS, automatically and irreversibly leads to the deletion of all its data. The User Account will not be accessible anymore on the Website.
Accounting documents and supporting documentation may be kept by Scratch Tech SAS, in accordance with the applicable provisions, in order to enable Scratch Tech SAS to meet its legal and regulatory obligations in this matter.
4. Description of the Services
4.1 Inclusion in The_Chain
4.1.1 Service to artists : Scratch Tech SAS provides to its artists customers a service of Scratching and sale of their artworks. Scratching enables artists of The_Chain to change an artwork until a variation of the original artwork has the target hash compliant to enter The_Chain. Scratch Tech also maintains a history of The_Chain and enables artists to sell their artworks to collectors 4.1.2 Each Artwork sent to scratching through www.the-chain.xyz remains the property of its owner. Scratch Tech SAS provides a pre-minting service and enables artists to mint and sell a variation of their original artworks compliant with an inclusion in The_Chain. Artists of the The_Chain service acknowledge they are the legal owners of the artwork sent to The_Chain.
4.1.3 Each scratched Artwork is then available on the customer’s account for purchase. The artwork owner remains the owner of the original artwork and owner of the scratched artwork. Scratch Tech SAS has no right to sell any of the artwork variation in the format of an NFT or any other.
4.1.4. duties of the artists
22.214.171.124 The artists of the The_Chain service acknowledge they are the legal owners of the artwork sent to The_Chain.
126.96.36.199 Artists shall provide an artwork that is artistically inspired by the previous artwork of The_Chain
188.8.131.52 Artists are solely responsible for their use of the Service and for any information provided, including compliance with applicable laws, rules, and regulations. In particular, artists shall comply with the French legislation and regulation, and avoid to issue artworks that can be seen as the promotion of illegal activities, including but not limited to child pornography, physical abuse, illegal smuggling or terrorism
4.1.5 Scratch Tech SAS has a right to cancel a sale and remove an artwork from The_Chain in case an artist does not comply with its duties mentioned above
4.1.6 In case multiple artists submit an artwork to The_Chain, Scratch Tech SAS has a right to unilaterally select the artwork that will become the next link of The_Chain.
4.1.7 Artists providing an artwork to The_Chain acknowledge that Scratch Tech SAS retains a 15% (fifteen percent) fee in primary sales and secondary sales’ royalties.
4.1.8 Secondary sales royalties are set but not necessarily enforced by NFT marketplaces. Therefore, Scratch Tech cannot be held responsible if collectors exchange artworks in market places that do not pay for secondary sales royalties. Royalties have been set at 10% (ten percent) on secondary sales, therefore Scratch Tech will retain 15%*10% = 1.5% (one point five percent) of secondary sales revenue, if paid at the time of secondary sale.
4.2 Purchase of an artwork of The_Chain
4.2.1 Service to collectors
184.108.40.206 The collector can browse the The_Chain website and search artworks of The_Chain through multiple ways: by date, by number of link etc
220.127.116.11 The collector can buy an artwork through the The_Chain website as long as it is available in the primary market. The collector buys an artwork through a cryptocurrency and using a cryptocurrency wallet linked to the The_Chain smart contract. Ether (cryptocurrency of the Ethereum network) is the only currency currently allowed on the The_Chain website.
18.104.22.168 The collector can request the artist status enabling to issue an artwork on The_Chain. It is Scratch Tech’s sole and unilateral decision to grant the collector the artist status. Scratch Tech SAS is not required to answer nor justify its decision to grant or not grant a collector the artist status
22.214.171.124 The collector that has acquired a scratching service through the The_Chain website may request an invoice by sending an email to the following address: [email protected].
4.1.5 A purchase of artwork of The_Chain must comply with the principle of Positive Double Click as the service starts to be provided right after the sale of the service is confirmed. Customers need to confirm before the second click they agree to waive their withdrawal right, as specified in article 9 of the present TCS.
5. Personal Data
6. User’s liability
6.1 The User shall abide by any obligation imposed upon her/him by these TCS. The User undertakes to use the Website and the Services only in accordance with the TCS. The User undertakes that she/he will not use the Website and/or the Services fraudulently. The User assumes full responsibility for any breach of the TCS. In case of breach of the TCS by the User, the User Account may be suspended or deleted, without prior notice or compensation.
6.2 The User is solely responsible for the data, files and other content that she/he enters into the Website and in the course of using the Services. In particular, the User is responsible for the accuracy and legality of such data, files and other contents.
6.3 The User shall remain personally and fully responsible for all legal obligation incumbent on her/him, in particular in relation to tax and social security obligations. The User is solely responsible for filing their sales revenue to the competent Tax and Social Security Administration. The User is informed that receiving Cryptocurrency in return for the sale of her/his artwork is likely to constitute an income subject to tax and social contributions.
6.4 The User is fully responsible for maintaining the confidentiality of her/his password or wallet private address. Scratch Tech SAS will not be liable for any unauthorized access to a User Account resulting from the loss or theft of a password or wallet private address.
7. Scratch Tech SAS’s liability
7.1 Scratch Tech SAS undertakes to provide its best efforts to ensure the Services. Scratch Tech SAS is subject to the limitations and characteristics of telecommunications networks and services, and therefore cannot be held responsible for any malfunction or interruption of the Services due to the coverage of the Internet or mobile phone networks, regardless of the duration or cause. However, Scratch Tech SAS will use its best efforts to try to resolve such difficulties as soon as possible.
7.2 Scratch Tech SAS shall not be held liable for:
- the deletion of any Services at its sole discretion, or for any change in legislation which renders the Services unavailable in whole or in part;
- breakdowns or malfunctions of the Website or the Services;
- any illegal use of the Website or Services by a User;
- a malfunction or a cyberattack;
- any event linked to data entered by a User or a setting made by a User.
7.3 In any case, and in the event of failure of the Services, Scratch Tech SAS shall only be responsible for direct and reasonably foreseeable damage, unless otherwise provided by law or regulation. Indirect damages are expressly excluded.
8. Intellectual Property
8.1 Contributing to The_Chain does not mean that the User becomes the holder of the Intellectual property rights attached to the scratch tech software, not to the The_Chain project
8.2 The scratching service is a licensed service that is granted for free for the first artists of The_Chain for the specific use of adding a block to The_Chain. Any new use of the service (to scratch the same or a new artwork for the same or a new target hash) will therefore require a purchase
8.3 The_Chain is a concept invented and owned by Scratch Tech SAS. Any fork or copy of The_Chain shall be done in agreement with Scratch Tech SAS
9. Waiver of the Withdrawal Right
Given the digital nature of the service provided on this website and the need for service immediacy, the withdrawal period provided for in article L.221-18 of the French Consumer Code will not apply in case of submission of an artwork to The_Chain or purchase of an artwork of The_Chain, in accordance with the provisions of article L.221-28 of the French Consumer Code.
BY PURCHASING A SERVICE ON THIS WEBSITE, THE USER EXPRESSLY WAIVES HER/HIS RIGHT OF WITHDRAWAL.
10. Dispute and mediation
10.1 In the event of a dispute arising between Scratch Tech SAS and a User, the latter undertakes to send an email to [email protected], explaining the purpose of her/his request, and providing any information related to the subject and scope of her/his request, with the aim of finding an amicable solution.
10.2 In the event of a dispute between Scratch Tech SAS and a Consumer established and/or located in France, the Consumer may have recourse free of charge to an independent Ombudsman in order to find amicable resolution. If the Consumer wishes to participate to a mediation, the Consumer shall send a message to Scratch Tech SAS, requesting mediation: [email protected]. Scratch Tech SAS undertakes to provide all information necessary to organize this mediation.
The Consumer is informed that before referring any dispute to this independent Ombudsman, she/he must first attempt to resolve the dispute directly with Scratch Tech SAS in accordance with the provisions of article 10.1.
11. General Stipulations
11.1. Good Faith
The Parties agree to perform their obligations in good faith.
The Parties sincerely declare these commitments.
As such, they declare that they are not aware of any circumstances which, if they had been communicated, would have altered the consent of the other Party.
In the event of difficulties of interpretation resulting from a contradiction between any of the headings appearing at the beginning of the articles herein and any of the articles, the headings will be declared non-existent.
If one or more stipulations of these TCS are held to be invalid or declared as such in application of a law, a regulation or following a decision that has become final and conclusive by a competent court, the other stipulations will retain their full force and scope. Scratch Tech SAS will then amend the TCS.
11.5. Absence of waiver
No act, delay in acting or any other attitude, passive or active, on the part of one of the Parties shall be deemed to constitute for that Party a waiver of any of the rights and actions of which it is a creditor under the TCS, unless such waiver is evidenced in writing signed by a duly authorized representative.
11.6 Proof and agreement of proof
The online acceptance of these TCS by electronic means shall have the same evidential value between the Parties as the agreement on paper.
The computerized records kept in Scratch Tech SAS’s computer systems shall be kept under reasonable conditions of security and shall be considered as proof of communications, orders and payments between the Parties. They shall be deemed authentic until proven otherwise.
Contractual documents, orders and invoices shall be archived on a reliable and durable medium that can be produced as proof.
These TCS have been drafted in English.
If these TCS are translated into a foreign language, the English version shall prevail over any other translation in the event of any dispute, litigation, difficulty in interpreting or executing these TCS.
13. Applicable law
These TCS are governed by French law.
However, and in accordance with Article 6 §2 of the Rome I Regulation, Internet users living within the European Union may benefit from the possibly more protective and mandatory provisions of their national law.
14. Competent jurisdiction
In case of dispute, the User may seize the competent jurisdiction with territorial jurisdiction under the law. In the event of no mandatory jurisdiction by the law, only the Commercial Court of Paris will be competent.