> For the complete documentation index, see [llms.txt](https://zwapx.gitbook.io/zwapx/llms.txt). Markdown versions of documentation pages are available by appending `.md` to page URLs; this page is available as [Markdown](https://zwapx.gitbook.io/zwapx/legal/terms-and-conditions.md). # Terms and Conditions Last updated: October16, 2023 Terms and Conditions of Use for ZwapX SA ## Introduction The company ZwapX SA (hereinafter referred to as the 'Company') is registered in the Geneva Trade Register under identification number CHE-109.657.916. Its registered office is located at the following address: La Voie-Creuse 16, 1202 Geneva, Switzerland. The company can be contacted at the following coordinates: Email address: ## Our Services The company offers users, hereinafter referred to as 'Clients,' a range of services accessible on its website ZwapX, located at the address , comprising the following features, hereinafter referred to as the 'Services': * Tokenized Watch Marketplace: The ability to buy, sell, and trade watches linked to tokens within the dedicated Marketplace on the Site. * Non-Custody Digital Wallet: The capability to store tokens associated with physical watches obtained on the Site, as well as cryptocurrency, within a non-custodial digital wallet provided by the company Web3auth. This wallet is hosted on the Polygon blockchain and is linked to each Client's account. It also allows for the management of these tokens within a personal space linked to the account, referred to as the "Dashboard." * Tokenization of Physical Watches: The ability to tokenize physical watches and receive an associated token for each watch in your Wallet after the watch has been authenticated, stored, and insured in our secure warehouses in Geneva. * Ramp On : The provision of a "Ramp On" feature through our partner [Onramper](https://onramper.com/), allowing the purchase or sale of USDT(stablecoin). These services aim to provide a comprehensive and secure experience for ZwapX Clients. ## Information Regarding the Terms and Conditions: ### Functionality of the Terms and Conditions: The Company's General Terms and Conditions (hereinafter referred to as the 'Terms and Conditions') constitute the sole document governing the contractual relationship between the Company and the Client. Their purpose is to define: * The terms of use for our Services, * The obligations that each party must adhere to ### Where to Find the Terms and Conditions: Customers can easily access the Terms and Conditions by clicking on a direct link located at the bottom of the website's page. ### Acceptance Procedure for the Terms and Conditions: Customers express their acceptance of the Terms and Conditions by checking a designated box during the registration process. If a Customer does not accept the entirety of the Terms and Conditions, they will not be able to access our Services. ### Integration with the Terms and Conditions of the Ramp On service provider: All payments made through the 'Ramp On' functionality are managed by the service provider 'Ramp On' Onramper. The Client will enter into a direct relationship with the 'Ramp On ' service provider for the management of these payments by accepting the terms and conditions of this provider, which will be done by checking a dedicated box on the Site. In the event that the 'Ramp On' service provider refuses or terminates the Client's agreement, the Client will no longer be able to use the services offered by the 'Ramp On' service provider. In the case of a conflict or incompatibility between the terms and conditions of the 'Ramp On' service provider and the Company's Terms and Conditions, the Company's Terms and Conditions shall prevail. ### Eligibility Requirements for Access to the Services: To access our Services, the Client must meet the following criteria: * A natural person with full legal capacity, aged at least 18 years old. ### Subscription Terms for the Services: To access our Services, the Client must follow the following steps: * The Client must complete the registration form specified on the Site. * The Client must provide the Company with all information identified as mandatory. * Once registration is completed, an account is automatically created (hereinafter referred to as the 'Account'). The Account allows the Client to access the Services using their login credentials and password. However, to register with an external virtual wallet, the Client must still provide an email address during registration. ### Access Terms for the Services Once the Client's Account has been created, they can independently access the Services by visiting the Site directly. ## Description of the Services ### The Services Before subscribing, the Client has the opportunity to familiarize themselves with the specifics of the Services by consulting the information available on the Site. The Client acknowledges: * Having reviewed the characteristics and contraints, inclding technical ones, of the Company's Services * That the implementation of the Services requires an internet connection, and the quality of the Servvices depends on this connection, for which the Company is not responsible. The Services to which the Client has subscribed are described on the Site. The Client has access to the following Services: * Tokenization of Physical Watches: Clients have the option to send their physical watches to ZwapX warehouses to create a Token associated with each watch. Before this Token is generated, each watch undergoes a meticulous authentication process conducted by our watchmakers, and then it is securely stored and insured in our vaults. Once the Token is created, it is automatically transferred to the Client's Wallet, where it becomes visible in their Profile. For each purchased or generated Token, the Client has the ability to view their Tokens at any time in their Profile and take the following actions, if applicable: * Retain their Token in the wallet * Request the delivery of the physical watch associated with the held Token * Sell or trade this Token on the marketplace ### The marketplace The Marketplace provides Clients with various tools that enable them to buy, sell, and exchange Tokens associated with physical watches stored at ZwapX with other Clients. The purchase or sale price of Tokens is freely determined by the Client at the time of listing. Furthermore, Tokens involved in exchanges between Clients are freely chosen by the Clients, in accordance with the conditions specified in the previous article. ### Maintenance During the duration of the Services, the Client receives maintenance, which includes both corrective and evolutionary maintenance. In this context, access to the Platform may be restricted or suspended. Regarding corrective maintenance, the Company commits to making all necessary efforts to resolve malfunctions or bugs detected on the Platform to ensure its proper operation. As for evolutionary maintenance, the Client also benefits from this service throughout the duration of the Services. The Company reserves the right to perform it automatically and without prior notice. This maintenance includes enhancements to the Platform's functionalities as well as technical updates related to its usage, aimed at introducing new features ### Hosting The Company commits to hosting the Site, as well as storing the data generated and/or entered on the Site, using its own servers or by employing a professional hosting provider. These servers are located within a territory under the jurisdiction of the European Union. The Company assumes this responsibility as an obligation of means. ### Technical Support If the Client encounters issues while using the Services, they have the option to contact the Company using the contact information provided in the 'Identification of the Company' section of the respective article. ### Duration of Subscription to the Services The Client's subscription to the Services is entered into for an indefinite period. ## Financial Terms of the Company ### Service Prices The Client's registration and the creation of their Account are free of charge. The purchase, sale, and exchange prices of Tokens on the Marketplace are fixed and freely determined by the Clients initiating the respective sale. For each transaction made through the Marketplace, the Company will automatically collect a commission, referred to as the 'Commission,' which amounts to 6% for individuals and 3% for professionals, calculated on the Token's selling price. Additional Services are provided free of charge unless otherwise specified on the Site regarding these Additional Services. The tokenization of watches is performed at no cost. The Company reserves the right to offer promotional deals or price discounts. The fees for the Services may be adjusted at any time by the Company, in accordance with the provisions outlined in the 'Modification of the General Terms and Conditions' article. ### Billing and Payment Terms Payment for Services related to purchases on the Marketplace is executed through smart contracts. These payments are made online, provided that the Client wishing to acquire the respective Token has sufficient funds in their Wallet to cover the associated fees. ### Client's right of revocation The right of revocation does not apply when the Client has clearly (I) agreed that the Services commence immediately after their acceptance of the General Terms and (II) waived their right of revocation. ## Intellectual Property Rights ### Intellectual Property Rights on the Website The Site, as well as the software, infrastructure, databases, and all kinds of content (text, images, visuals, music, logos, trademarks, etc.) operated by the Company, are its property and are protected in accordance with the laws on intellectual property and the rights of database producers in force. The license granted by the Company to the Client does not result in any transfer of ownership. ### Intellectual Property Rights on the Contents By subscribing to the Company's Services, the Client acknowledges that the content they publish on the Site, regardless of its type (hereinafter referred to as 'Contents'), is shared within the community with a spirit of exchange. As a result, the Client consents to the Company being able to: * Broadcast the Contents and testimonials for free on the Site, as well as on other national or international websites operated by companies with which the Company has agreements. This may be done through any means and on any media, with the purpose of promoting the Site. * Translate the Contents and testimonials into any language. * Modify (including framing, format, and colors) and/or adapt the Contents and testimonials, especially to conform to the technical constraints of the Site, which may result in alterations or degradation of their quality. ### Use Cases of the Client's Personality Rights by the Company The Client grants the Company a free authorization to use their image associated with their Account, as well as their pseudonym and the list of Tokens they hold, for the purpose of promoting the Services. This authorization extends to all means and media, worldwide, for the duration of their subscription to the Services. ## Client's Obligations and Responsibility ### Regarding the Provision of Information The Client commits to providing the Company with all necessary information for registration and use of the Services. ### Regarding the Client's Account The client: * Commits to ensuring the accuracy of the information provided in the form and updating it as necessary. * Acknowledges that this information constitutes proof of their identity and commits them once validated. * Assumes responsibility for maintaining the confidentiality and security of their username and password. Any access to the Site using this information is deemed to have been made by the Client themselves. The Client must immediately contact the Company using the contact details provided in the 'Identification of the Company' article if they discover that their Account has been used without their consent. They acknowledge that the Company will have the right to take all necessary actions in such circumstances ### Regarding the Use of the Services The Client bears responsibility for their use of the Services and the information they share in this context. They commit to using the Services for personal use and not to allow a third party to use them on their behalf or for their account. The Client commits not to use the Services for purposes other than those for which they were designed, including: * Engage in illegal or fraudulent activities. * Violate public order and good morals. * Infringe upon third parties or their rights in any way. * Breach a contractual, legislative, or regulatory provision. * Engage in any activity that interferes with the computer system of a third party, especially with the intention of compromising its integrity or security. * Carry out maneuvers aimed at promoting their services and/or websites or those of a third party. * Assist or encourage a third party to commit one or more of the acts or activities listed above. The Client also refrains from: * Copy, modify, or divert any element owned by the company or any concept it operates within the scope of the Services. * Engage in any behavior that interferes with or circumvents the computer systems of the Company or compromises its computer security measures. * Infringe upon the financial, commercial, or moral rights and interests of the Company. * Market, transfer, or provide access in any way to the Services, the information hosted on the Site, or any element owned by the Company. * Sell a Token acquired illegitimately. The Client takes responsibility for the Contents of any kind that they publish as part of the Services. The Client accepts that by default, the Contents they distribute on the Site are accessible to the public and can be viewed by other users of the Site. The Client refrains from disseminating any Content (this list is not exhaustive) that: * Violates public order and good morals (pornographic, obscene, indecent, shocking or unsuitable for a family audience, defamatory, offensive, violent, racist, xenophobic, or revisionist), * Infringes upon the rights of third parties (counterfeit content, violation of personality rights, etc.) and, more generally, violates a contractual, legislative, or regulatory provision, * Harms third parties in any way, * Is false, misleading, or proposes or promotes illicit, fraudulent, or deceptive activities, * Is harmful to the computer systems of third parties The Client is responsible for all formalities and fees that apply to them when using the Services. The Client agrees to indemnify the Company against any claim or action that may be brought against it due to the breach of any of its obligations. The Client commits to compensate the Company for any damage suffered and to reimburse any sums that the Company may have to bear as a result. ### Obligations and Liability of the Company The Company commits to providing the Services with care, specifying that it is subject to an obligation of means. The Company undertakes to comply with the current legislation, particularly the provisions governing digital platforms and marketplaces. ### Regarding the Quality of the Company's Services The Company strives to provide the Client with high-quality Services. To achieve this, it regularly conducts checks to assess the proper functioning and accessibility of its Services. Furthermore, it may carry out maintenance operations in accordance with the conditions specified in the 'Maintenance' article. However, the Company does not assume responsibility for temporary access difficulties to its Services resulting from: * Circumstances external to its own network, including partial or total failure of the Client's servers. * Equipment, infrastructure, cabling, services, or networks failure that is not an integral part of its own Services or not under its responsibility. * Service interruption due to factors related to telecommunications operators or Internet service providers. * Client's intervention, especially in case of incorrect configuration applied to the Services. * A force majeure event. The Company is responsible for the proper functioning of its servers, and their external limits are determined by the connection points. Furthermore, it cannot guarantee that the Services, which are subject to ongoing research to improve their performance and quality, will be completely free from errors, defects, or deficiencies. ### Regarding the Site's Service Level Guarantee The Company endeavors to maintain access to the Site 24 hours a day, 7 days a week, except during scheduled maintenance as defined in the 'Maintenance' article or in case of force majeure. ### Regarding Data Backup on the Site The Company employs all necessary means to back up all data generated and/or entered on the Site. Unless the Company is clearly at fault, it is not responsible for any data loss occurring during maintenance operations. ### Regarding Data Storage and Security The third-party company Web3auth assigns each Client a Wallet linked to their Account during registration, enabling them to benefit from the Services. The company Web3auth and the Company make every necessary effort to ensure data security by implementing infrastructure and Site protection measures, as well as mechanisms for detecting and preventing malicious activities, while also ensuring data recovery when necessary. However, the Company cannot under any circumstances be held responsible for the loss of Tokens and/or funds held in the Wallet, whether due to the deletion of the Account or for any other reason. ### Regarding Content Publication The Company acts as a hosting provider for the Content that the Client publishes online. Therefore, it does not assume responsibility for these Contents. If the Company receives a notification regarding illegal Content, it will promptly respond by removing or blocking access to it, and it may also take the measures described in the 'Sanctions in Case of Breach' article. ### Regarding the Connection between Users The Company acts as a broker in the relationships between the Client and other users. The Company does not guarantee any level of revenue that the Client may achieve by using the Services. ### Regarding Advertising on the Site The Company may broadcast and/or transmit advertising or promotional messages to the Client, for example, by directing them to third-party platforms. However, the Company does not assume responsibility for: * The technical availability and content, products, and/or services of these platforms. * The relationships established by the Client through these platforms. ### Regarding the Use of Subcontracting and Assignment The Company may use subcontractors for the execution of the Services, and these subcontractors are subject to the same obligations as the Company in the context of their intervention. However, the Company remains solely responsible for the quality of the execution of the Services vis-à-vis the Client. The Company reserves the right to assign its rights and obligations arising from its contractual relationship with the Client to any successor. In this case, it will inform the Client of this assignment in writing. ### Limitation of the Company's Liability The Company's liability is strictly limited to direct damages actually suffered by the Client as a result of using the Services. Unless for bodily harm, death, or gross negligence, and provided that the Client has made a claim by registered letter with acknowledgment of receipt within one month following the occurrence of the damage, the Company's liability cannot exceed the amounts it has received in the 12 months preceding the event giving rise to liability, or the duration of the provision of its Services if this period is shorter. The Company's liability cannot be called into question in any case due to malfunctions, improper use, or any other situation related to the blockchain on which smart contracts, Wallets, and/or their contents are hosted, resulting in the loss of Tokens and/or funds held in the Client's Wallet. ### Personal Data Processing Terms The Company has implemented a personal data protection policy, which the Client can review [here](/zwapx/legal/private-policy.md). We encourage the Client to familiarize themselves with it. ### Confidentiality Unless otherwise agreed in writing by the other party, the Parties undertake to maintain the confidentiality of all information pertaining to the other party that they become aware of during the conclusion and execution of their contractual relationship. This confidentiality obligation shall remain in effect throughout the duration of their contractual relationship and for a period of 3 years after its termination. This confidentiality obligation does not apply to information: * Which the receiving party was already aware of beforehand. * That were already public at the time of their communication or would become public without violating this clause. * That were legally obtained from a third party. * Whose disclosure is required by a judicial authority, in accordance with applicable laws and regulations, or for the purpose of establishing the rights of either party within the scope of their contractual relationship. Confidential information may be shared with the employees, collaborators, interns, agents, and respective subcontractors of the parties, provided that they are subject to the same confidentiality obligation. ### Force majeure The parties shall not be held responsible for any breaches or delays in the performance of their contractual obligations resulting from a force majeure event occurring during the term of their relationship. Force majeure events include, but are not limited to: * Strikes, acts of terrorism, riots, insurrections, wars, government measures, epidemics, natural disasters, or any malfunction attributable to a third-party provider of telecommunication services. If either party is unable to perform its obligations due to a force majeure event, it must notify the other party by registered letter with acknowledgment of receipt. Upon receipt of this letter, the obligations shall be suspended and must be resumed within a reasonable time after the cessation of the force majeure event. The party unable to perform certain obligations due to a force majeure event remains obligated to fulfill obligations unaffected by such force majeure event, as well as all payment obligations. ### Termination of Services The Client has the option to unsubscribe from the Services at any time by sending a request to the contact details provided in the 'Company Identification' section. Termination is final and takes effect within a maximum period of 10 days from the date of receipt of the request by the Company. The deletion of the Client's account results in the permanent removal of all data associated with the Account, except for the Content posted by the Client, which will be retained in accordance with applicable legal retention periods. In the event of the Client's account deletion, any physical watches associated with Tokens still available for sale on the Marketplace or present in the Wallet will be shipped to the client, if applicable. ### Sanctions in case of breach The obligations stipulated in the 'Token' section are considered essential obligations. In the event of a breach of these obligations, the Company is entitled to: * Suspend or terminate the Client's access to the Services. * Delete any Content related to the violation. * Publish on the Website any informational message deemed necessary by the Company. * Send the Client a notification by registered letter with acknowledgment of receipt for the purpose of: * Terminating the contractual relationship between the Client and the Company, with termination taking effect upon receipt or the first presentation of said letter, * Or requiring the Client to remedy the violation within a maximum period of 15 calendar days. If the violation is not corrected within this period, termination shall take effect. Termination results in the deletion of the Client's Account. * Inform the relevant authorities, cooperate with them, and provide them with all necessary information to investigate and prosecute illegal or illicit activities. * Initiate any legal action. These sanctions are applicable without prejudice to any damages claims that the Company may assert against the Client. ### Modification of the Terms and Conditions The Company reserves the right to modify its Terms and Conditions at any time, and it will inform the Client through any written means, including email, at least 14 calendar days before the changes take effect. The modified Terms and Conditions come into effect upon their publication. If the Client does not accept these modifications, they have the option to unsubscribe from the Services in accordance with the terms defined in the 'Termination of Services' section. If the Client continues to use the Services after the Terms and Conditions have been modified and have come into effect, the Company considers that the Client has accepted them. ### Mediation In the event of a dispute between the Client and the Company, the Client has the option to use the services of the following consumer mediator free of charge in an attempt to resolve the dispute amicably: Consumer Mediation Center of Switzerland (CMCS) Postal Address c/o Konsumentenforum kf, Belpstrasse 11, 3007 Bern Phone: 031 380 50 34 Website: ### Applicable Law The Terms and Conditions are subject to Swiss law.