Legals

InterCellar SAS, company in the process of beingcreated; whose registered office is 7 rue Pablo Neruda 92300, Levallois-Perret,and/or its subsidiaries in case of substitution, provide you, as a User, accessto InterCellar’s platform and associated services on the following standardterms.

Before using the platform, the user is requiredto carefully read and understand these standard terms of service. These Termsconstitute a legally binding contract between the user and InterCellar,referred to as "InterCellar," "we," "us," or« our."

Upon accessing the website, creating a user'saccount, or using the platform or services,

• theuser confirms that they have read and comprehended these terms,
• declaresthat they are of legal age in their jurisdiction to enter into a bindingagreement,
• andaccepts these terms.

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The InterCellar Platform serves as a marketplace for buying and sellingnon-fungible tokens (NFTs) that are linked to one or more physical bottles ofwine (known as "InterCellar NFTs"). Additionally, InterCellar offersstorage and shipping services for purchased assets, subject to the termsoutlined herein.

We reserve the right to modify these Terms atany time without prior notice, at our sole discretion. In the event of changes,the effective date will be posted, ensuring that users are aware of the termsgoverning their use of the Platform and Services. Users are responsible forregularly reviewing these Terms. We may, without notice or liability,discontinue or suspend all or part of our Platform and restrict your access toit. Any violation of these Terms immediately terminates your right to use thePlatform and Services, as well as any associated licenses or rights granted toyou.

Introduction

InterCellar is a Web3 Marketplace for wines and spirits. It offers propertiesand brands the opportunity to launch collections of NFTs, backed by physicalassets, to a community of Web3 buyers.

In that sense, the Platform is utilized byvarious categories of users, including but not limited to: (i) Beverage brands/ producers, (ii) Buyers, and (iii) Resellers. Users may belong to one or moreof these categories at different times.
(i) Beverage brands / producers are professionals, resellers and or producersof alcoholic or non-alcoholic beverages. InterCellar is a platform that curatesthe brands distributed. Beverage brands/producers must contact InterCellar inorder to enter into a cooperation agreement with InterCellar.

(ii) (iii) Buyers & Resellers. A reseller isnecessarily an initial buyer because no NFT sold on the platform can come fromanywhere other than the InterCellar platform.

1. Intercellar NFTs

Through our Platform, you have the option to purchase a non-fungible token(NFT) that represents a physical bottle of alcohol in our possession or that ofone of our partners. Each bottle is referred to as a "Product," andeach NFT as an "InterCellar NFT." An InterCellar NFT is a uniqueidentifier that connects to the specific Product and Brand through metadata.

We do not mint multiple InterCellar NFTs thatrepresent the same Product, but we may offer NFTs that belong to a similarcollection or series or that are produced by the same Brand. When you own anInterCellar NFT, you have the right to redeem it for the specific Productassociated with that NFT. However, this right is subject to the restrictionsand limitations outlined in our Terms.

As the owner of an InterCellar NFT, you may alsobe entitled to attend a virtual or in-person event or access additionalfeatures related to the NFT or the Brand. These services or features may haveseparate terms and conditions that include additional restrictions, and theymay only be available to you after you have redeemed your InterCellar NFT. Itis your responsibility to review and comply with any separate terms andconditions. If InterCellar offers any such experiences or features directly,they will be subject to our Privacy Policy.

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The User who owns a InterCellar NFT has 3 rights and options:

• storethe InterCellar NFT in his digital wallet;
• resellthe InterCellar NFT on the secondary market or;
• redeemthe InterCellar NFT for the asset associated with the InterCellar NFT, subjectto the limitations and restrictions set forth in Redeem section 5
  

InterCellar NFT Acknowledgements

InterCellar NFTs are mintedusing smart contract technology on the Ethereum blockchain (referred to as the"Ethereum Platform"). As a user, you understand and accept that someof your information, such as your digital wallet address and transaction history,may be publicly visible on the Ethereum Platform. Your InterCellar NFT can betransferred from one digital wallet address to another, subject to applicableGas Fees (as defined below) and transaction Fees (as described in more detailbelow). Additionally, advancements in technology may allow for the transfer ofyour NFT on other blockchains. 

2. Access, account & digital wallet

You don't necessarily have to sign up or create an account to access and usethe Platform. However, some Services and features may require you to create anaccount either with us or with a Third-Party Site. This includes accessingspecific features on our Website, paying for your InterCellar NFT (usingmethods such as credit card or Ether cryptocurrency).
We have listed the digital wallets we support on our Website. Please note thatyour use of any digital wallet, including the ones we support, is entirely atyour own risk and subject to the terms and conditions of that wallet. You areresponsible for any and all actions that occur using your digital wallet,whether they are carried out by you or someone else. If you choose to use adigital wallet other than the one provided by us, it is your responsibility tokeep your private key confidential and secure.

3. Purchasing and trading InterCellar NFTs on the platform

 We will offer InterCellar NFTs for purchase onour Platform at specific times chosen by us. The price of each InterCellar NFTwill be listed in ETH and determined by us or through an auction process.However, we cannot guarantee that InterCellar NFTs will be available forpurchase at the time you want to buy one. We also reserve the right to modifythe types, prices, and number of InterCellar NFTs that are available at ourdiscretion.

You have the option to buy your InterCellar NFTthrough our Platform using either fiat or cryptocurrency. If you choose to payin fiat, you will still need a digital wallet to receive your InterCellar NFT.You can either create your own digital wallet or use one that we create foryou. Please note that we never hold, take ownership, or possess yourInterCellar NFT, except as described in these Terms.

If you decide to buy your InterCellar NFT usingcryptocurrency with your own digital wallet, the NFT will be directly mintedinto that wallet. You are responsible for ensuring that your digital walletaddress has enough Ether cryptocurrency to cover the purchase price and anyapplicable gas fees, as described in these Terms.

If you choose to purchase or sell a InterCellarNFT outside of our Platform, you agree that it will be entirely at your ownrisk.

We use third-party service providers to conductKYC and anti-money laundering checks on certain transactions on our Platform. Ifyou do not pass these checks successfully, you may be prevented from completingcertain transactions related to our Services without recourse.

SECONDARY MARKET

InterCellar NFTs can be bought, sold, traded, or distributed on certain smartcontract-enabled secondary marketplaces, platforms, and exchanges operated bythird parties. These third-party Secondary Marketplaces enable users to sell,purchase, transfer, list for auction, and bid on NFTs. However, it should benoted that not all Secondary Marketplaces may be compatible with InterCellarNFTs, and we cannot guarantee the availability or functionality of anySecondary Marketplace.

We would like to emphasize that we are notinvolved in any transaction or agreement related to the trade of InterCellar NFTson Secondary Marketplaces, even if the NFT was initially purchased through ourService, and even if we receive a commission or fee resulting from thetransaction. We do not take any responsibility for any loss incurred by you inconnection with any transaction taking place on Secondary Marketplaces or anyother third-party sites or services.

It is important to note that these Terms solelyapply to your use of our Services and not to any other website orinternet-based service, including Secondary Marketplaces, communicationplatforms, or other websites or browser extensions that may be linked to theServices. We may provide links or references to Third-Party Sites for yourconvenience and information, but such links should not be interpreted as ourendorsement of any Third-Party Site. Clicking on such links may lead you toleave our Services, and you will be subject to the terms and conditions andprivacy policies of the Third-Party Site. We shall not be held responsible orliable, directly or indirectly, for any damage or loss caused by or inconnection with your use or reliance on any content, advertising, products,services, information, or other materials on Third-Party Sites. We also do nottake any responsibility or liability for the availability or accuracy of theThird-Party Sites.

Finally, we want to remind you that alltransactions initiated through our Service are facilitated and run bythird-party electronic wallet extensions. By using our Services, you agree tobe governed by the terms of service and privacy policy of the applicableextensions.

PAYMENT

Any cryptocurrency paymentsmade through the Platform will be carried out exclusively through the EthereumPlatform. We do not have any control over these payments or transactions, norcan we reverse any of them. Our acceptance of any particular cryptocurrency asa payment method may change at any time at our sole discretion.

If you make any fiat currency payments usingcredit cards, wire transfer, or other methods, they will be directed to an independentthird-party payment processor. All bank, credit card, or other paymentinformation is sent directly to the payment processor and stored using itssecurity protocols. We do not store your payment information on our systems andassume no responsibility for its safety or security. We reserve the right toadd or change any payment processing services at any time. Moreover, tocomplete your purchase in fiat currency, you may need to use a Third-PartySite, which may be subject to additional terms and conditions, including theirprivacy policies. We shall not be liable to you or any third party for anyclaims or damages arising from any payments or transactions made through thePlatform or any other payment or transactions made via the Ethereum Platform.

Every transaction on the Ethereum Platformrequires payment of a transaction fee known as a "Gas Fee." Thismeans you are responsible for paying a blockchain transaction fee for eachpurchase of an InterCellar NFT or any transaction made through the Platform. Ifyou seek to transfer your InterCellar NFT via a Secondary Marketplace, you mayalso incur Gas Fees or other transaction costs. Gas Fees are paid to thenetwork of computers that operate the Ethereum blockchain and not toInterCellar. It's important to note that Gas Fees can fluctuate based onvarious factors.

You are solely responsible for determining andpaying (or reimbursing for the payment of) any and all taxes, duties, andassessments (excluding taxes imposed on our net income) claimed or imposed byany tax or other governmental authority associated with your use of thePlatform (collectively, the "Taxes"). You will pay or reimburse usfor all Taxes of any jurisdiction (whether national, federal, state, local,foreign, or other), including value-added taxes and taxes required byinternational tax treaties, customs, or other import or export taxes, andamounts levied in lieu thereof based on charges set, services performed, orpayments made under these Terms. You are not entitled to deduct any such Taxesor amounts levied in lieu thereof from payments (including Gas Fees) made to uspursuant to these Terms.

If you sell your InterCellar NFT through thePlatform or a Secondary Marketplace, the transaction may be subject to a fee asdescribe in Section 11. This fee may be in addition to any fees imposed by theSecondary Marketplace, which may be automatically deducted upon sale orpurchase. All such fees are applied to the final sale price and collected anddistributed to us at the time of sale through smart contracts on the EthereumPlatform or through the Secondary Marketplace. Any secondary sale or purchaseof an InterCellar NFT on a Secondary Marketplace is also subject to the termsand conditions of that Secondary Marketplace.
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5. InterCellar NFT redemption (redeem)‍

‍When you purchase an InterCellar NFT, the Product associated with yourInterCellar NFT will be kept in our or one of our partner's possession untilyou Redeem your InterCellar NFT for the Product.

We will announce on our Platform the RedemptionStart Date, the date on which you can Redeem your InterCellar NFT for theProduct. We may also establish a Redemption End Date by which your InterCellarNFTs must be Redeemed. The Redemption Start Date and Redemption End Date arenot binding and may change. It is your responsibility to check our Website andPlatform for updates on the Redemption Start Date and Redemption End Date.These dates may not be available at the time of your InterCellar NFT purchase.If the Redemption End Date has passed, InterCellar may burn the InterCellar NFTor make it non-Redeemable, which may include changing the visual or metadata ofthe InterCellar NFT. InterCellar may also mint a new NFT for the Product. Wemay notify you of the approaching Redemption End Date or contact you if we haveyour contact information before the Redemption End Date. However, it is yourresponsibility to monitor the Redemption End Date on your own.

Once the Redemption Start Date begins, you, asthe InterCellar NFT owner, can Redeem the InterCellar NFT for the Product. ToRedeem your InterCellar NFT, you must have an account on our Website andprovide information that enables us to ship the Product to you, including yourname, address, and email address.
You acknowledge that we cannot ship Products to certain jurisdictions or minorswho are not legally allowed to receive them. In such cases, you will not beable to Redeem your InterCellar NFT and will have to either hold onto it untilwe can legally ship it to you or sell it. All Redemption requests for anInterCellar NFT are final and cannot be reversed.

You are responsible for complying with allapplicable customs and import laws when you Redeem your InterCellar NFT. IfInterCellar is aware that you are not in compliance with such laws, we will notship the Product. When you Redeem your InterCellar NFT, you represent that thealcohol is solely for your consumption and that the jurisdiction in which youare ordering and to which you are requesting delivery permits the sale anddelivery of alcohol. 

Physical asset shipment

GENERAL TERMS

When an InterCellar NFT is Redeemed, InterCellarwill make arrangements for the shipment of the Asset to the User, which isknown as the "Shipping Organization Services." By facilitating theshipping of the Asset, InterCellar is providing a service to the User andacting on their behalf. InterCellar has the authorization to subcontract theShipping Organization Services to third-party providers.

If InterCellar employs third-party providers tooffer the Shipping Organization Services, Users acknowledge that they may haveaccess to the third-party software, either directly or indirectly, which may beprotected by Intellectual Property Rights. Users agree that this right ofaccess is strictly limited to the provision of the Shipping OrganizationServices, and it does not grant them any Intellectual Property Rights withrespect to this software.

The Shipping Organization Services provided forone or more Assets shall be in accordance with the information stated on thePlatform when the User initiates a request to Redeem their InterCellar NFTs.Any modification to a shipping order shall require the approval of InterCellarand may result in additional fees.

To avail of the Shipping Organization Services,the User must pay the Shipping Fee, provide truthful and accurate informationon the Platform, and, if applicable, represent that they have obtained anynecessary permissions or consents, paid any required fees, and are usingproperly licensed intermediaries (where required) to receive the Assets. 

LEGITIMACY OF THE REQUESTED SHIPMENT

The shipping of Assets by InterCellar is subject to validity and certainrestrictions. InterCellar maintains a list of jurisdictions to which itcurrently ships, which may be updated at its sole discretion. Additionally, ifthe Winery / producer Geographical Restrictions prohibit shipment of an Asset,InterCellar will not organize its shipment. The User acknowledges thatInterCellar cannot deliver Assets to certain jurisdictions, minors, orrecipients who are not legally authorized to receive them. In such cases, theUser cannot redeem their InterCellar NFT and must either hold it untilInterCellar can legally ship it or sell it. The User is responsible for payingthe Storage Fee until the Asset is shipped or the InterCellar NFT is sold.

SHIPPING METHODS

Once the User has completed the InterCellar NFTredemption process, they will be informed of the estimated shipment datethrough email. If the Asset is lost or damaged during shipment, InterCellarmust be notified within 14 days of the estimated shipment date with evidencesuch as the date of shipment, the type of claim (lost, damaged), the User'sname, the tracking number (if available), and photographs of the damage.Additional proof may be required by InterCellar.

If InterCellar discontinues its services, allAssets will be available for pickup or shipment within a reasonable time,subject to the Terms. Any mistakes or omissions made during the redemptionprocess by the Redeemer are not the responsibility of InterCellar. Third-partyentities handle shipping, and InterCellar does not engage in interstate orinternational commerce. The cost of shipping may vary depending on thelocation, and InterCellar has no control over shipping prices.

InterCellar is not accountable for the transportationof the Asset and cannot ensure delivery times. If the Asset is undeliverableand returned to InterCellar, the Redeemer will be charged an additionalprocessing and restocking fee. The Redeemer is liable for this fee and must payit under the same conditions as the Storage Fees.

The Redeemer must also pay the Shipping Fees andrelated duties for their Asset's shipment, which can be paid in fiat orcryptocurrency to InterCellar. If the Redeemer fails to pay the Shipping Fee,their shipment request will be suspended until payment is received. It isimportant to note that the User is responsible for paying the Storage Fee untilthe Asset is shipped or the InterCellar NFT is sold.

Furthermore, when the Asset leaves the StorageServices storage facility and is shipped to the delivery address specified bythe Redeemer, the corresponding InterCellar NFT's appearance will change toindicate that it is no longer backed by a physical item.

7. Alcoholic products

The User confirms to InterCellar that they meet the following conditions whenbuying an InterCellar NFT on the Platform: (i) they are above 18 years old, and(ii) they satisfy the legal age requirement to purchase alcoholic products intheir jurisdiction.

In the event that the User utilizes the Platformand wishes to Redeem the Asset, they recognize that the recipient of thealcohol shipment is of legal drinking age. The User also admits that theirjurisdiction may require a valid license or authorization to sell alcohol.

Furthermore, when InterCellar coordinates theshipment of alcoholic beverages on behalf of the User (as explained in ArticleVII), the User assures that: (i) their actions are in compliance with theregulations and laws of their jurisdiction related to the purchase, shipment,transportation, and delivery of alcoholic beverages; (ii) they are legallyauthorized to take possession of and receive alcoholic beverages, and (iii)they are legally entitled to accept and receive the ordered and deliveredamounts.‍

8. Intellectual property

‍The content on our platform, including all text, graphics, logos, icons,images, artwork, audio clips, video clips, and software, as well as any artworkor brand art, and all legally protectable elements of the foregoing, includingderivative works, translations, adaptations, or variations, are owned by orlicensed to us. The content and the product may contain trademarks, copyrights,service marks, trade names, and other intellectual property rights owned by usor our partners. You may only display, copy, and use the content for your ownpersonal, non-commercial use and on our platform or a secondary marketplace tofacilitate the sale of your InterCellar NFT, provided that you keep allcopyright or other proprietary notices intact. Any other use of the content,including reproduction, distribution, copying, modification, display, publicperformance, preparation of derivative works, framing, mirroring, reposting, orexploitation for any commercial purpose, requires our prior written consent.Any unauthorized use of the content will result in termination of yourpermission to use our platform.

When you purchase an InterCellar NFT, you havefull ownership rights, including the right to store, sell, and transfer your NFT.However, your purchase does not provide you with any right or license to usethe visual associated with the NFT, except for the license granted above.Additionally, your NFT does not represent actual ownership in the product untilyou receive it. If you sell, transfer, dispose of, burn, or otherwiserelinquish your NFT, your rights and interest in it will immediately terminate.

The Service and Content may contain softwarecomponents provided by InterCellar, its affiliates, or third parties, which maybe governed by separate license terms. The InterCellar logo, product names, andslogans appearing on the Service or Content are InterCellar's trademarks andmust not be copied, imitated, or used without written permission. Any"hidden text" or metatags containing InterCellar's trademarks orproduct names must not be used without permission. The Service and Content'soverall look and feel, including page headers, graphics, button icons, andscripts, constitute InterCellar's trade dress and must not be copied, imitated,or used without permission. Other trademarks, registered trademarks, productnames, and logos mentioned on the Service are the property of their respectiveowners and must not be copied or used without permission. Mention of anyproducts, services, processes, or other information does not constitute orimply endorsement, sponsorship, or recommendation by InterCellar.

REVOKING YOUR INTERCELLAR NFT

InterCellar reserves the right to revoke your InterCellar NFT or modify themetadata of your InterCellar NFT to erase all related information (includingany intellectual property licensed to you under these Terms) in the followingcircumstances:
(1) you violate these Terms of Use, including the intellectual property licensegranted to you;
(2) as a precautionary measure if you lose access to your digital wallet thatcontains your InterCellar NFT; or
(3) where InterCellar no longer has the authority to offer the InterCellar NFT.
If the preceding action is taken because of your violation of these Terms ofUse, you understand that you may forfeit any amounts paid for your InterCellarNFT. If the preceding action is taken because you have lost access to yourdigital wallet containing your InterCellar NFT, InterCellar may, but is notobligated to, cooperate with you to resolve the issue, and you recognize thatyou may lose any amounts paid for your InterCellar NFT. You accept andacknowledge that when InterCellar revokes your InterCellar NFT, you may nolonger be able to access the InterCellar NFT in your digital wallet, and youmay no longer be able to redeem any corresponding Product, experience, oradditional features as applicable.

9. Wine & Spirits storage (physical assets)

‍GENERAL PROVISIONS

Upon purchasing an InterCellar NFT in a PrimarySale, the asset connected to the NFT is kept with the Winery/producer until therelease date. It is then transferred to a storage facility and stored accordingto the conditions outlined in this Article. InterCellar is responsible forproviding storage services and may engage storage providers as authorized bythe User. The specific storage services available for a given asset can befound on the platform.

INSURANCE

The assets held on behalf of the user as perArticle VI are insured against the risk of material damage, subject to theterms determined by InterCellar or the storage provider. The assets are insuredfor their declared value based on the invoice issued by the Winery/producerwhen the user purchases an InterCellar NFT and its attached asset. The declaredvalue will be reevaluated annually based on the latest transaction of thatInterCellar NFT, if necessary. If there is total or partial damage that iscovered by InterCellar's or the storage provider's insurance, the beneficiary'smaximum compensation is limited to the declared value as specified in thisarticle. The assets will not be replaced, and any reimbursement fromInterCellar's or the storage provider's insurer will be limited to the declaredvalue.

COST & PAYMENT

If a buyer purchases an InterCellar NFT througha primary sale, storage services for the asset linked to that InterCellar NFTwill be provided to the buyer. InterCellar may choose to offer free storageservices for a certain number of months, as determined by InterCellar. Once theFree Period ends, storage services (including insurance costs) will be chargedby InterCellar to the owner of the InterCellar NFT at a rate per InterCellarNFT communicated to the user via the platform. Storage Fees must be paidmonthly, starting from the date on which the Free Period ends, unless otherwisespecified by InterCellar.
InterCellar reserves the right to revise the Storage Fees at its solediscretion. Storage periods are calculated per month of the calendar year, andany month or partial month of use will be charged in full if the asset isstored for more than 15 calendar days during that month. Yearly subscriptionfees are assessed and paid at the start of the subscription period.
If the InterCellar NFT is sold on the platform, the remaining period of theyearly subscription will be transferred to the InterCellar NFT buyer. If theuser redeems the InterCellar NFT more than two months before the yearlysubscription period ends, a one-time penalty fee in the amount of two monthlystorage payments will be charged. If the owner of the InterCellar NFT resellsit to another buyer (a secondary sale), the commitment to use the storageservices will be transferred to the buyer, who will be responsible for payingthe applicable storage fees from the next monthly payment date.
Storage services must be paid to InterCellar in fiat currency with a creditcard registered on the user's platform account or in cryptocurrency from theuser's digital wallet. Invoices for storage fees will be available on theuser's account.‍

‍CONSEQUENCES OF UNPAID STORAGE FEES‍

‍InterCellar reserves the right to take certain actions in the event that auser fails to pay Storage Fees for their assets. These actions include applyinglate fees, retaining the assets until payment is made, and selling the assetson behalf of the user. If the Storage Fees remain unpaid, the assets related tothe unpaid fees will be considered uninsured. Late fees will be charged at 2%of the overdue Storage Fee per month, plus an administrative fee of 20 USD permonth until the fees are paid in full. InterCellar is entitled to be paid forthe Storage Services before any other creditors or assignees. The Mandate toSell will be enforceable after three consecutive months of unpaid Storage Fees.If the assets are sold, the balance of the sale price will be made available tothe user for 90 days. If unclaimed after this period, the balance will becomethe property of InterCellar. The user cannot revoke the authority to sell theassets until they have paid all amounts owed to InterCellar and redeemed all oftheir InterCellar NFTs.

10. Acknowledgment and assumpation of risks

In order to purchase anInterCellar NFT and redeem the physical asset, the User must be of legaldrinking age. InterCellar takes beverage alcohol laws seriously, and if a Userattempts to purchase or receive an alcoholic beverage by placing an order onthe Platform in violation of the law, InterCellar shall assist the appropriateauthorities in prosecuting the User to the fullest extent of the law.

• The User is responsible for their own conduct while accessing or using thePlatform, and for any consequences thereof:
• The User agrees to use the Platform only for legal purposes in accordance withthese Terms and any applicable laws, rules, or regulations.
• The User warrants that their use of the Platform will not violate any applicablelaws, regulations, or agreements, including these Terms.
• The User shall not receive an Asset containing alcohol other than for personal use(i.e., personal storage and/or consumption) or gifting the Asset to someone oflegal age.
• The User shall not misrepresent their identity or engage in fraudulent activitieson or through the Platform, nor shall they use the Services to provide servicesto third parties or to compete with InterCellar or the Services.
• Furthermore,the User shall not circumvent any security measures of the Platform, gainunauthorized access to any part of the Platform, manipulate or interfere withthe Platform, or reverse engineer any part of it.
• The User shall not frame or link to the Platform or any of InterCellar's othersites without InterCellar's written permission, nor shall they use bots orother means to extract content and data from InterCellar's Website or Platform.
• Finally, the User shall not post or make available any offensive or harmful content,including hate-related or violent, defamatory, ethnically, racially, orotherwise offensive material, or any material that violates or encouragesconduct that would violate any applicable laws, rules or regulations, orthird-party rights, or that abuses, harasses, or threatens another user of thePlatform, any of InterCellar's directors, officers, employees, or agents.

By purchasing, holding, and using an InterCellarNFT, you agree that you assume all the risks that come with these activities.These risks include, but are not limited to, forgotten passwords, loss ofaccess to your digital wallet due to lost private keys, errors in transmittingor receiving InterCellar NFTs or any cryptocurrency, errors in the smartcontract controlling InterCellar NFTs, errors in our Platform or Services,missed opportunities to redeem or resell InterCellar NFTs, blockchainmalfunctions or other technical errors, unfavorable regulatory determinationsor actions, taxation of NFTs or cryptocurrencies, volatility risks in the valueof InterCellar NFTs and cryptocurrencies, cybersecurity attacks, personalinformation disclosure, unauthorized access to applications, unauthorizedthird-party activities, changes to the protocol rules of the Ethereum Platform,and unanticipated risks. These risks are collectively referred to as"Platform Risks."

You also acknowledge and agree that you havesufficient knowledge of the functionality, usage, storage, transmissionmechanisms, and other material characteristics of blockchain technology, NFTs,digital assets, digital wallets, and cryptocurrencies to understand these Termsand the implications of purchasing an InterCellar NFT. Additionally, youacknowledge that there is substantial uncertainty regarding thecharacterization of NFTs and other digital assets under applicable law, andthat you have complied with all applicable laws and regulations in your jurisdictionwith respect to the purchase of an InterCellar NFT.

The regulatory landscape surrounding blockchain technology, cryptocurrencies,and digital assets remains uncertain. Therefore, you understand and accept thatany new regulations or policies in France or foreign jurisdictions could have amaterial and adverse effect on the development of the Platform or Services, aswell as the potential value, utility, transferability, and exchangeability ofyour InterCellar NFT. Please note that we cannot be held responsible if yourInterCellar NFT or any Content becomes inaccessible to you, or if anymodifications or changes are made to your InterCellar NFT or Content, includingbut not limited to deletion, removal, or inaccessibility on our Platform orelsewhere. Additionally, we are not responsible if we are unable to access yourInterCellar NFTs due to the loss or compromise of the private keys to ouradministrative wallet.

You acknowledge and agree that we or ourpartners may create additional copies of and distribute the Brand Art linked toyour InterCellar NFT, and may sell or assign the copyright or otherintellectual property or economic rights associated with such Brand Art.

It's important to note that the value of anInterCellar NFT and its corresponding Product is subjective, and a lack of useor public interest in InterCellar NFTs or the corresponding Product couldnegatively affect the potential value or utility of your InterCellar NFT.

You also acknowledge and agree that InterCellarNFTs are intended and offered solely for consumptive purposes, not as aninvestment or for speculation or financial gain. Furthermore, each InterCellarNFT has no intrinsic or inherent value (other than when it is Redeemed), and wecannot guarantee that any InterCellar NFT will retain its original value.Please note that acquiring an InterCellar NFT does not entitle you to anyequity or ownership interest in any entity, project, or endeavor. Additionally,there is no guarantee that you will be able to resell your InterCellar NFT, andno representations are made regarding the re-saleability of the correspondingProducts. Lastly, there are no representations regarding the financial value ofInterCellar NFTs (if any).

It is important to be aware that yourInterCellar NFT or any cryptocurrency used to purchase an InterCellar NFT maybe lost, stolen or compromised due to bad actors or exploitations on theEthereum blockchain or InterCellar systems. You also understand and agree thatbad actors may try to impersonate you, create counterfeit versions of yourInterCellar NFT, sell replicas of your InterCellar NFT, or misuse Contentassociated with or linked to your InterCellar NFT.

It is recognized and agreed by you that the value of other digital assets onEthereum blockchain and other blockchains may exceed that of NFTs in general,and the advent of new blockchain technologies and products may impact the valueof your InterCellar NFT.

You acknowledge and agree that the market forNFTs is novel and volatile, and that the value of your InterCellar NFT comparedto fiat currency may decrease significantly over a short period of time,thereby affecting its liquidity and worth. You also recognize and agree thatwe, as well as any of our licensors or partners, may become bankrupt, go out ofbusiness or cease operations, which may reduce the usefulness or value of yourInterCellar NFT.

You acknowledge and agree that once we acceptyour offer to redeem the product, we relinquish all responsibility and title tothe product, except for our obligations under "Shipping theProducts."

It is acknowledged and agreed by you that yourInterCellar NFTs exist only because of the ownership record maintained on theEthereum Platform. Any transfer of InterCellar NFTs takes place on the EthereumPlatform and not on the Service or Platform.

11. Service fees & royalties

‍In addition to any Gas Fees, Storage Fees and Shipping Fees that may be due inapplication to these Terms, InterCellar shall charge the User with a servicefee for each Secondary Sales.
The service fee is equal to 0,5% of the resale price.
For each secondary Sale, the buyer shall pay the service see to InterCellar atthe time of purchase of the InterCellar NFT through smart contracts on theAssociated Blockchain. In practice, the Service Fee shall be transferred fromthe buyer’s digital wallet address to InterCellar’s digital wallet address.

Service Fees are subject to change byInterCellar without notice.

The buyer of an InterCellar NFTis obligated to pay royalties to the issuingwinery / producer for each secondary sale. The amount of royalties is definedin the InterCellar NFT's minting smart contract. Royalties are to be paid atthe time of purchase through smart contracts on the associated blockchain, withthe buyer transferring the royalties from their digital wallet address to thewinery’s / producer’s digital wallet address. The payment of royalties shallfollow the provisions of section 4 (PAYMENTS) of these Terms that apply to thepayment of the service fee.

12. Taxes

‍InterCellar shall not be held responsible for any tax implications, includingbut not limited to gains, losses, or income generated from the Services,associated with the InterCellar NFTs and Assets.

It is the sole responsibility of the User todetermine and pay (or reimburse for payment) any and all taxes, duties, andassessments related to their InterCellar NFTs, excluding taxes assessed onInterCellar's net income. Any Taxes that may be claimed or assessed by anygovernmental authority related to the use of the Platform, Services, or theredemption of any Assets are the User's responsibility.

InterCellar is not liable for any taxwithholdings on behalf of the User.

The User must pay for all Taxes assessed by anyjurisdiction, including value-added taxes, international tax treaties, customsor other import/export taxes, and any similar amounts based on the charges andservices provided. These taxes are not deductible from payments, including GasFees, made to InterCellar under these Terms.

InterCellar does not provide any warranty, promise, guarantee or representationregarding the accuracy, security, reliability, or use of any functions,features, operations, Content, InterCellar NFTs, Platform, Services or anyother information provided by InterCellar. It cannot guarantee that theServices, Platform, or any component thereof, feature, functionality,capability, or offer, or any products, software, or services will beuninterrupted or error-free, or that defects or malfunctions will be corrected,or that the site is free of viruses or other harmful elements.

13. Disclaimer of warranties

‍The User assumes full responsibility for allcosts and expenses associated with their use of the Platform, which is solelyat their own risk. InterCellar makes no representations about the suitability,reliability, availability, timeliness, and accuracy of the Website. TheWebsite, Platform, and Content are provided "as is" and "asavailable" without any express, implied, or statutory warranty of anykind, including but not limited to warranties of merchantability, title,non-infringement of third-party rights, or fitness for any particular purpose,all of which are specifically disclaimed.
Any warranty of any kind is excluded by this section, except as required bylocal law.

InterCellar and the User shall not beresponsible for any failure to meet any obligation under these Terms caused bycircumstances beyond their reasonable control. Such circumstances include, butare not limited to fire, flood, natural disasters, armed conflict, terroristattack, labor disputes, pandemic, technology or telecommunications failures,cyberattacks, or any unauthorized third-party activities.
InterCellar shall not be responsible or liable to the User or any other partyfor errors or failures to execute any purchase of the InterCellar NFT,including, but not limited to, errors or failures caused by the User's failureto follow InterCellar's instructions, any loss of connection to the Platform orServices, any failure of any software or device used by the User to purchasetheir InterCellar NFT, any other failure to execute their InterCellar NFTpurchase or for errors or omissions in connection with this activity, or anyPlatform Risk.

14. Limitation of liability

‍Under no circumstancesshall InterCellar, its officers, suppliers, distributors, directors, partners,owners, agents, contractors, or representatives be held liable to the user oranyone else for any type of indirect, punitive, incidental, special, orconsequential damages, including, but not limited to, damages for loss of use,data, or profits, that may arise in any way related to the website, theseterms, the use or performance of the platform, the delay or inability to usethe platform, the provision or failure to provide services, or any events,information, software, products, services, and related graphics obtainedthrough the platform, or otherwise arising from the use of the platform orservices, regardless of whether the claim is based on contract, tort,negligence, strict liability, or any other legal or equitable theory, even ifInterCellar or any other party was warned of the possibility of damages.

InterCellar's total liability, whether incontract, warranty, tort (including negligence, whether active, passive, orimputed), or other theory, arising out of or related to these terms or theownership of the InterCellar NFTs, shall not exceed the amount of the servicesprovided to the user.

The limitations outlined in this section do notlimit or exclude liability for the gross negligence, fraud, or intentional,willful, or reckless misconduct of InterCellar. If the user is unsatisfied withany aspect of the website or these terms, the user's only recourse is to ceaseusing the services. This recourse is separate and independent of any other provisionthat limits InterCellar's liability or the user's remedies under these terms.

15. Indemnity

‍By agreeing to these Terms, the User is responsible for defending,indemnifying, and holding InterCellar and its affiliates, employees, officers,suppliers, distributors, directors, contractors, representatives, agents, andpartners ("InterCellar Parties") harmless from any claims, damages,losses, costs, investigations, liabilities, judgments, fines, penalties,settlements, interest, and expenses (including attorneys’ fees) arising fromany claim, suit, action, demand, or proceeding made against any InterCellarParty or on account of their defense or settlement, directly or indirectlyrelated to: (i) any Feedback provided by the User; (ii) the User’s misuse ofthe Services or the InterCellar NFT; (iii) the User’s alleged breach of theseTerms or any representation or warranty made in these Terms; (iv) the User’salleged violation of any laws, rules, regulations, codes, statutes, ordinances,or orders of any governmental or regulatory authorities in connection with theuse of the Services or the InterCellar NFT; (v) any information or materialtransmitted through the User’s device that infringes, violates ormisappropriates any copyright, trademark, trade secret, trade dress, patent,publicity, privacy, or other right of any person or entity; and (vi) anymisrepresentation made by the User. These events are collectively referred toas "Claims and Losses."

The User must cooperate fully with InterCellarParties in the defense of any Claims and Losses. However, InterCellar Partiesreserve the right to exclusively decide whether any Claims and Losses shouldlead to settlement, compromise or payment, and may also assume exclusivedefense and control of any Claims and Losses. The User cannot settle any Claimsand Losses without the prior written consent of an officer of an InterCellarParty.

16. Suspension & termination

‍InterCellar has the right to discontinue or suspend the Platform or Service,and can limit a User's access to all or part of it at any time, without noticeor liability. If a User breaches these Terms, their right to access and use thePlatform and Services, as well as any rights and licenses granted to them bythese Terms, will terminate immediately and automatically.

If a User's Account is suspended, closed,cancelled, or terminated, the User is responsible for any unpaid fees,including but not limited to Service Fees, Storage Fees, or other applicablefees, as well as any interest and penalties that apply.

If the User owes InterCellar any fees,InterCellar may suspend or terminate the User's Account until the fees arepaid. InterCellar reserves the right to either suspend or terminate a User's Account,at its sole discretion, if the User violates these Terms, InterCellar's PrivacyPolicy, or any other policies published regarding the Services. Furthermore,InterCellar may suspend or terminate a User's Account if it determines, in itssole discretion, that any of the User's actions have harmed or may harmInterCellar or a third party. All provisions of these Terms, which by theirnature should survive termination, will survive termination, including but notlimited to ownership provisions, warranty disclaimers, indemnity, andlimitations of liability.‍

17. Governing law & juridictions

‍These Terms are governed by, and construed in accordance with French law.
In the event of any dispute, Bordeaux Commercial Court shall have soljurisdiction.

18. Miscellaneous

STANDARD TERMS

The User agrees that InterCellar and its agents,representatives, contractors, suppliers, and others working on its behalf, maymake improvements and/or changes to the Platform, the Services, and theContent, and all features, functionalities, and/or services may change at anytime without notice, and without liability of any kind.

The User is responsible for compliance withapplicable laws and regulations that apply to them, keeping in mind that accessto the Website or Platform may not be legal by certain persons or in

certain countries.

ERRORS ON OUR SITE OR RELATED TO INTERCELLAR NFTS

The initial sale prices and availability of InterCellar NFTs may change withoutnotice, and we reserve the right to modify the price of any InterCellar NFTbefore it is sold, for any reason, including errors made in the initiallisting. While we will correct errors in pricing to the extent feasible, we arenot responsible for any errors with respect to the listed price or availabilityof an InterCellar NFT. We will not make arbitrary changes to an owner's listingprice. All initial purchases of InterCellar NFTs are subject to these Terms, aswell as the terms and conditions of OpenSea.

ASSIGNMENT

The User shall not assign, transfer, charge, sub-contractor deal in any other manner with all or any of their rights or obligationsunder these Terms, without the prior written consent of InterCellar.

WAIVER

Even if a Party does not exercise some right orenforce some provision at any particular time, that does not mean that it haswaived those or any other rights in any way. A waiver of any right under theseTerms is only effective if it is in writing.

SEVERABILITY

If any provision of these Terms is held to beunenforceable, then such provision shall be modified to reflect InterCellar'sintent, and to become enforceable. All remaining provisions of these Termsshall remain in full force and effect.

If two or more provisions of these Terms or anyother agreement between InterCellar and the User are deemed to conflict witheach other, InterCellar shall have the sole right to elect which provisionremains in force.

ENTIRE AGREEMENT

These Terms, comprise the entire agreementbetween InterCellar and the User regarding the subject matter and supersedesall prior or contemporaneous negotiations, discussions or agreements, if any,between the parties with respect to same.

By exception, Wineries / producers are alsosubject to the terms of the cooperation agreement entered into between saidWinery / producer and InterCellar.

19. Website licence

• Font - TTRamilias
• Font - TT Norms Pro

20. Contact information

‍Email : contact@intercellar.io
Address : 7 rue Pablo Neruda 92300, Levallois-Perret