VISIONART is a joint-stock company with a capital of 1,000 euros, registered in the Paris Trade and Companies Register under the number 897 581 682, whose head office is located at 231 rue Saint Honoré 75001 Paris.

 

VISIONART edits the EXPOMETRO.CO website (hereinafter "the Website") designed to promote the work of professional or private artists (hereinafter "the Artists") by providing them with a platform ensuring their online visibility or by giving them the opportunity to participate in physical exhibitions, and whose usage is conditioned by the present General Terms and Conditions (hereinafter "GTC"). The users of the Website, whether Artists or Buyers (as this term will be defined hereinafter), will hereinafter be referred to as the "Members".

 

VISIONART offers the following services (hereinafter the "Services"):

 

The EXPOMETRO.CO website is dedicated to the organization of online and physical exhibitions of artworks. Artists may participate in the creation of a plural artwork in collaboration with other Artists (hereinafter the "Mosaic Artwork"), which VISIONART will undertake to promote, including the exhibition of the Mosaic Artwork in a chosen public place (hereinafter the "Exhibition Venue ").

 

In the framework of this specific Service, VISIONART will act as a provider of various services, aimed at :

 

 

 

 
1. GENERALITIES 

Each Artist shall be subject to these Terms and Conditions, which he/she must acknowledge having read and accepted without restriction or reservation by clicking on the icon: "I accept these Terms and Conditions", when registering for an Expo-Metro.

 

Like any other user of the Website, he/she is also subject to the General Terms of Use of the Website. 

 

In the event of non-compliance with the provisions of these GTC or the General Terms of Use of the Websites, VISIONART retains the right, without compensation and without prior notice, to suspend or close a Member's account or to refuse him/her access to all or part of the Services offered on the Website in the future and to take any action against him/her.

 

 

2. ORDER OF SERVICE

 

The Artist selects on the Website the Services he or she wishes to order by following the instructions indicated on the Website.

 

The contractual statements are presented in French and shall be confirmed at the latest when the Artist validates the order.

 

The registration of an order on the Website is completed when the Artist accepts these GTC by checking the box provided for this purpose and validates his/her order. 

 

The Artist can check the details of his/her order, its total price and to correct any errors before confirming his/her acceptance (article 1127-2 of the French Civil Code). 

 

This validation implies the acceptance of the entirety of the present GTC and constitutes a proof of the sales contract. It is therefore the Artist's responsibility to check the accuracy of the order and to report any errors immediately.

 

The sale of Services will only be considered complete once VISIONART has sent the Artist confirmation of acceptance of the order by e-mail and once the Artist has received full payment. 

 

Given the nature of the Services provided, orders placed by the Artist do not benefit from the right of withdrawal (Article L.121-21-8, 13e of the French Consumer Code). 

In accordance with the legislation in force, the Member, when acting as a consumer, has a period of fourteen (14) calendar days to exercise his or her right of withdrawal without having to justify his/her motives or pay any penalties.

 

This period shall run from the day of the effective subscription to the Services ordered. However, as the present contract covers the supply of digital content Services performed either in part or wholly before the expiry of the said period, the consumer may, insofar as he has been informed of this option, waive this right. BY VALIDATING THESE GTC, THE CONSUMER EXPRESSLY DECLARES THAT HE/SHE IS AWARE OF THIS RIGHT AND EXPRESSLY WAIVES IT.

 

In this respect, VISIONART will keep all means of proof allowing it to establish the Member's explicit request to waive the right of withdrawal, such as checkboxes, SMS and/or e-mails, which establish his/her express consent on a durable dematerialized medium.

 

If necessary, it is reminded that the Member acting within the framework of his professional activity does not have any right of withdrawal.

 

The contract is therefore definitively concluded as soon as the order is placed by the Artist, except in the event of force majeure.

 

Any order placed on the Website constitute the formation of a contract concluded remotely between the Artist and VISIONART.

 

3. PRICES 

 

The Services offered by VISIONART are provided at the rates in application on the EXPOMETRO.CO website at the time of the registration of the order by the Artist. The prices are expressed in Euros, Dollars, or any relevant currency, excluding, and including taxes.

 

These prices are firm and cannot be revised during their period of validity, as indicated on the EXPOMETRO.CO Website, VISIONART reserving the right, outside this period of validity, to modify the prices at any time.

 

They do not include any processing and management fees, which are charged additionally, in the conditions indicated on the Sites and calculated prior to the placing of the order.

 

The payment requested from the Artist covers the total amount of the purchase, including these costs.

 

An invoice will be drawn up by VISIONART and given to the Artist when the ordered Services are provided.

 

4. PAYMENT 

 

The price is payable, if required, upfront, and in full on the day the Client places the order, in accordance with the terms and conditions specified in the "Prices" article abovementioned.

 

Payment is made by bank or postal check, bank transfer or by credit card (Société Générale or PayPal).

 

 

 

 

 

5. PARTICIPATION IN THE CREATION OF THE MOSAIC ARTWORK 

 

5.1. Creation of the Mosaic Artwork

 

The EXPOMETRO.CO website is dedicated to the creation of Mosaic Artworks thanks to the collaboration of different Artists through the placement of different Artworks integrated within a global digital Artwork. 

 

VISIONART then undertakes to promote the Mosaic Artworks, by organizing contests, broadcasting them to the public via posters or online, and in the form of exhibitions in specific public or private locations.

 

VISIONART allows Artists to create the Mosaic Artwork by reserving one or more determined locations on a digital poster, whose size, layout, and shape have been previously defined by VISIONART, to include one or more integrated Artworks.

 

5.2. Reservation of a spot

 

When participating in the creation of the Mosaic Artwork, the Artist chooses the location on the mosaic and the size at which his or her integrated Artwork will be placed, through the Ordering Service available on the EXPOMETRO.CO website.

 

To validate the order for the location, the Artist must provide a good quality image of the Artwork in the conditions indicated at the time of the order; otherwise, VISIONART holds a right to refuse the reservation.

 

 

5.3 Licensing of the rights relating to the Integrated Artworks and the Mosaic Artwork

 

In this context, the Artist grants VISIONART a simple right of reproduction and modification limited to the insertion of the integrated Artwork and a simple right of representation limited to the needs of its online publication and distribution.

 

Likewise, for the purposes of the present contract, the Artist grants VISIONART the right to use, represent and reproduce the integrated Artwork(s), excluding the rights of distribution and adaptation, as well as the share of the rights that he/she acquires in the context of the creation of the Mosaic Artwork, in order to be able to reproduce and represent the Mosaic Artwork on the Posters and in the Exhibition, without being able to market the integrated Artwork or the Mosaic Artwork alone in any form whatsoever.

 

The Artist expressly acknowledges that the rights granted allow VISIONART to digitize them, to integrate them into a database, in order to present them online or offline for a display on paper or on any type of material (canvas, photo paper, Fine Art paper, Alu Dibond, wood, etc.) or urban and to promote them and their Artists.

 

This right includes a right of reproduction and adaptation, which shall be sub-licensed, for the sake of creating a digital encoding, or any other adaptations necessary for the integration of the Mosaic Artwork on the platforms required for the creation of a unique digital asset, and its sale, exchange, and/or rental of the digital property of this asset.

 

The Artist accepts and grants to this extent, all powers to VISIONART in order to participate in any auction that will be carried out on the said platforms.

 

The rights granted are free of charge, except if expressly provided otherwise.

 

This license is valid for the entire duration of (i) the promotion of the Mosaic Artwork, as this duration is explicitly mentioned on the Website, and for a further two years after the end of this promotion, on the one hand, and (ii) for the sole purpose of integrating the Mosaic Artwork on the platforms allowing the creation of the unique digital asset and its sale, for the entire duration of the Artist's copyright in the Integrated Artwork, on the one hand, and the Mosaic Artwork, on the other. 

 

The Parties agree that the license will take effect as of the transmission of the representation of the Integrated Artwork by the Artist to VISIONART, at the time of the reservation of his or her place on the Mosaic Artwork. 

 

The integrated Artwork and the Artist's share of the rights in the Mosaic Artwork remain the full and exclusive property of the Artist. Consequently, VISIONART is prohibited from taking any action that might directly or indirectly infringe the Artist's copyright in the integrated Artwork or his/her share of the rights in the Mosaic Artwork. Thus, VISIONART is prohibited from carrying out, outside the performance of the present Service, any of the following:

 

• Any reproduction by any means whatsoever of the Integrated Artwork or the Artist's share of the rights in the Mosaic Artwork, or any element thereof, other than for the purposes of performing the present contract.
• Any representation, distribution or marketing of the integrated Artwork or the Artist's share of the rights in the Mosaic Artwork, whether free of charge or for a fee, outside the requirements of the performance of the present contract.

 

 

All rights not expressly granted to VISIONART are reserved to the Artist.

 

Apart from the cases specifically provided for herein, the license to use the Integrated Artwork and/or the Artist's share of the rights to the Mosaic Artwork:

 

• Shall under no circumstances be assigned, transferred, or transmitted to a third party by VISIONART, for any reason whatsoever, directly or indirectly, in whole or in part, whether in return for payment or free of charge.
• Nor shall it be the subject of sub-licensing agreements (without prejudice to the provisions of the present contract).

 

5.4. Guarantees of the Artist

 

The Artist guarantees that he/she holds all the rights (in particular all intellectual property rights) or has obtained all the authorizations required to create the Mosaic Artwork.

 

The Artist guarantees that the integrated Artwork does not infringe any regulations in force (in particular those relating to advertising, competition, sales promotion, the use of the French language, the use of personal data or the prohibition of the marketing of certain goods or services), nor any third-party rights (in particular intellectual property rights and personality rights) and that it does not contain any message that is defamatory or harmful to third parties.

 

Thus, the Artist undertakes to ensure that the integrated Artwork does not contain:

 

• No hypertext links redirecting Buyers to websites operated by any third party to VISIONART, except for the Artist's website. In this respect, the Artist undertakes to ensure that nothing on his or her website contradicts the application of these GTC.
• No false or misleading information or information likely to mislead the Buyers.
• No defamatory mention or mention of a nature to harm the interests and/or image of VISIONART or any third party.
• No content infringing the intellectual property rights of third parties.

 

Consequently, the Artist relieves VISIONART of all liability, guarantees VISIONART against any recourse or action related to the Integrated Artwork which might be brought against it by any third party, and will bear all damages as well as costs and expenses they might be ordered to pay or which might be provided for against them by a settlement agreement signed by them with this third party, notwithstanding any damages VISIONART might claim on account of the Artist's damaging actions.

 

VISIONART reserves the right to refuse or delete at any time an Artwork deemed to be contrary to its material or moral interests, that constitutes an offence against public decency, or that contravenes the legal or regulatory provisions in force. This rejection will not entitle the Artist to damages. 

 

The Artist acknowledges and accepts that VISIONART shall ask him/her for any document enabling the verification of the quality of the information provided and the holding of rights and/or the obtaining of the authorizations necessary for the publication of his/her Integrated Artwork.

 

Should the Artist fail to provide the requested proof, VISIONART is entitled to delete or refuse at any time, without compensation or right to a refund of the sums incurred by the Artist.

 

 

5.5. VISIONART's liability limitation

 

The Artist is hereby informed that the production and installation of the posters aiming to their distribution to the public are subcontracted. Thus, the printing, the choice of medium and the display technique are not part of the services provided by VISIONART.

 

The Artist is therefore duly informed and accepts without reservation that during the production and installation of the posters of the Mosaic Artwork, there may be a distortion of color and/or a difference of up to 10% between the size ordered and the printed size of the integrated Artworks.

 

Likewise, the Artist is informed that VISIONART cannot be held responsible for any potential damage to the posters of the Mosaic Artwork.

 

In this case, VISIONART undertakes to replace the damaged posters within a reasonable period, without being able to do so more than twice, which the Artist acknowledges and accepts, without being able to claim any compensation in this respect.

 

5.6. Postponement of the Exhibition

 

If, for reasons beyond VISIONART's control, the Exhibition must be postponed or rescheduled, the Artist retains the Spot purchased regardless of the date(s) of postponement, without being able to request reimbursement of the Purchase.

 

 

5.7. Integration on a platform to create a unique digital asset and its management

 

5.7.1. VISIONART Commitments

 

Management mandate for integration on platforms. VISIONART, in its capacity as licensee of the rights to the Mosaic Artwork as listed above, undertakes to take all the necessary steps to integrate this Mosaic Artwork on the "OPENSEA" platform, available at the URL https://opensea.io/ (hereinafter referred to as "OPENSEA"), the general conditions of which are as follows https://opensea.io/tos and to which the Artist (i) gives VISIONART full powers to accept them and (ii) may refer, as necessary. This insertion will result in a unique digital asset, hereinafter referred to as "NFT".

 

This insertion implies the creation of a certificate of authenticity provided by the "ETHEREUM" platform available at the URL https://ethereum.org/en/ (whose general conditions are available at the following link: https://ethereum.org/en/terms-of-use/) (to which OPENSEA itself has recourse) as well as participation in the auction of the Mosaic Artwork on the "METAMASK" platform available at the URL https://metamask.io/ (whose general conditions are available at the following link: https://consensys.net/terms-of-use/), and to which the Artist (i) gives VISIONART full powers to accept them and (ii) may refer, as necessary.

 

Auction Result: VISIONART hereby has full authority to conduct the auction for the sale of the NFT.

 

The result of said auction, if positive, shall be distributed to each of the Artists who contributed to the creation of the Mosaic Artwork, in consideration of the share constituting the collaborative work to which they contributed.

 

VISIONART will receive a commission of the auction price in consideration of the implementation of the diligence presented in this agreement, in the amount of 10 (TEN) percent of the final price. <90% of the sale amount will be divided among the participating Artists. VISIONART will allow the Artists to insert in their banking details on expometro.co in order to receive a wire transfer for their respective earnings.  >

 

Resale right: if this feature should be offered by OPENSEA, VISIONART will check the chain of resales of the obtained NFT. If these resales were to give rise to it, VISIONART will apprehend a percentage of the price of each sale, percentage defined by OPENSEA, of which it will transfer the amount to the Artists. The amount of its commission for this purpose will be 10 (TEN) % of the price of the resale right. The said commission will be paid under the conditions stipulated in the previous paragraph.

 

5.7.2. Artists Commitments

 

Acceptance of risks. The Artist acknowledges that placing the Mosaic Artwork on the platforms might entail risks.

 

To this end, he or she expressly acknowledges and accepts that:

 

 

 

 

 

 

6. ARTIST GUARANTEES

 

The Artist declares that he/she is the sole owner and lawful owner of the Artworks and integrated Artworks that have not been the subject of any dispute or claim by a third party. The Artist also declares that he or she has not granted, prior to the signing of this contract, any rights to a third party that compete with those granted to VISIONART.

 

Therefore, VISIONART shall not be concerned in any way with the use of the Artworks and integrated Artworks in accordance with these GTC, the Artist taking responsibility and liability for any action brought by a third party to challenge his or her intellectual property rights on the artwork. 

 

VISIONART is entitled to immediately terminate the present contract, without compensation, in the event of the successful conclusion of an infringement action by a third party.

 

7. VISIONART COMMITMENTS

 

VISIONART undertakes to perform all its obligations with diligence and loyalty towards both Artists and Buyers.

 

VISIONART undertakes to use all necessary means to ensure the best possible provision of Services to Artists and Buyers.

 

VISIONART undertakes to comply with all regulations applicable to publishers and operators of websites, electronic commerce, intellectual and industrial property rights, as well as regulations intended to protect consumers, subject to the guarantees and declarations made by the Artist under the terms of the present GTC and the General Conditions of Use of the Site. 

 

8. LIABILITY

 

8.1. Legal guarantees

 

VISIONART guarantees, in accordance with the legal provisions and without additional payment, the Artist against any lack of conformity or hidden defect resulting from a design or production defect in the Services ordered under the conditions and according to the methods defined in the appendix to these GTC.

 

To assert his or her rights, the Artist must inform VISIONART, in writing, of the existence of the defects or lack of conformity within a maximum period of seven (7) days from the time the defect is detected.

 

VISIONART shall rectify or arrange for the rectification (to the extent possible) of the Services deemed defective as soon as possible and at the latest within fifteen (15) days of VISIONART's finding of the defect or fault. 

 

If it is impossible to rectify the Services, VISIONART will proceed with the reimbursement of the sums paid; the reimbursement will be made by crediting the Artist's bank account or by bank check sent to the Artist.

 

VISIONART's guarantee is limited to the reimbursement of the Services actually paid by the Artist and VISIONART shall not be considered responsible or liable for any delay or non-performance resulting from the occurrence of a case of force majeure as usually recognized by French case law.

 

8.2. Limitation of liability

 

VISIONART declines all responsibility in the event of:

• Interruptions, breakdowns, modifications, and malfunctions of the Sites, regardless of the communication medium used and regardless of their origin and source,
• Momentary impossibility of access to the Websites due to technical problems, regardless of their origin and source,
• Direct or indirect damage caused to the Artist, regardless of its nature, resulting from the access, management, use, operation, malfunction and/or interruption of the Sites
• Abnormal use or illicit exploitation of the Websites by any Buyer or Artist,
• Computer attack or hacking, deprivation, deletion, or prohibition, whether temporary or permanent, and for whatever reason, of access to the Internet.

 

Further, access to and use of the Services and third-party products are at the risk and discretion of the Artist.

 

VISIONART shall only be held liable for direct damage suffered by the Artist, resulting from a breach of his/her contractual obligations as defined herein. The Artist therefore waives the right to claim compensation from VISIONART on any grounds whatsoever for indirect damage such as loss of earnings, loss of opportunity, commercial or financial loss, increased overheads or losses originating from or resulting from the performance of the present contract.

 

The Artist is then solely responsible for any damage caused to third parties and for the consequences of any claims or actions that might arise from it. The Artist also waives any recourse against VISIONART in the event of legal action being taken by a third party against him or her resulting from the illicit use and/or exploitation of the Services provided on the Sites, in the event of the loss by an Artist of his or her password or in the event of the usurpation of his or her identity.

 

Unless expressly stipulated, VISIONART does not guarantee the absence of competing advertisements, whatever their nature, form, or location. Similarly, VISIONART shall not be held liable for the appearance on the Website, after the order has been signed, of new advertising spaces, regardless of their nature, form, or location.

 

9. FORCE MAJEURE

 

If VISIONART is unable to perform its services due to an event constituting force majeure, VISIONART will inform the Artist without delay. The suspension of obligations shall in no case be a cause of liability for non-performance of the obligation in question, nor shall it lead to the payment of damages or penalties for delay.

 

The performance of the obligation shall be suspended for the duration of the force majeure if temporary and does not exceed ninety (90) days, except in cases of pandemic or bad weather, for which this duration shall be equivalent to the duration of the lockdown measures decreed by any public authority that may require the closing of public establishments, of any kind. Therefore, as soon as the cause of the suspension of their mutual obligations disappears, VISIONART will make every effort to resume normal performance of its contractual obligations as soon as possible. To this end, VISIONART will notify the Artist of the resumption of his or her obligation by e-mail. If the impediment is definitive or exceeds a period of ninety (90) days, or exceeds the lockdown measures abovementioned, the present contract will be purely and simply terminated.

 

10. PROTECTION OF PERSONAL DATA

 

Pursuant to the French Law 78-17 of January 6, 1978, as amended by Law No. 2018-493 of June 20, 2018, it is recalled that the personal data requested from the Artist are necessary for the processing of his or her order and the preparation of invoices.

 

This data shall be communicated to any VISIONART partners responsible for the execution, processing, management, and payment of orders.

 

The processing of information communicated through the VISIONART.COM and EXPOMETRO.CO Websites comply with legal requirements regarding the protection of personal data, as the information system used ensures optimal protection of this data.

 

The Artist has, in accordance with national and European regulations in force, a permanent right of access, modification, rectification, opposition, portability and limitation of processing of information concerning him.

 

This right can be exercised by sending an e-mail to the following address [hello@expometro.co]

 

11. NOTIFICATIONS

 

Any communication, correspondence or notification between the Parties may be sent in writing, on paper or in electronic form, in accordance with the provisions of Articles 1366 et seq. of the French Civil Code, as amended by the Act of March 13, 2000, adapting the law of evidence to information technology, and relating to the electronic signature, with the exception of notifications for which writing sent by post in registered form with acknowledgement of receipt is expressly required.

 

12. APPLICABLE LAW AND JURISDICTION

 

All provisions of these GTC are subject to French law. 

 

In the event of a dispute relating to the conditions of interpretation and/or execution of these GTC, jurisdiction is expressly assigned to the courts of Paris, provided that the Artist is a professional. The courts of common law will have jurisdiction in the event of a dispute between VISIONART and a non-professional Artist.

 

The non-professional Artist is informed that he/she can, in any case, resort to conventional mediation, in particular with the Commission for consumer mediation, in accordance with Article L.612-1 of the Consumer Code, or with existing sectoral mediation bodies, and whose references appear on the website https://www.mediateur-consommation-smp.fr/ or to any alternative dispute resolution method (conciliation, for example) in the event of a dispute.