terms and conditions
1. Identification of the Company and contacts
The company UNVEIL (the « Company ») is a société par actions simplifiée (« simplified joint stock company ») registered at the Registre du Commerce et des Sociétés (“Company and Trade Register”) of Paris under the number909 334 443, which head office is located 25, rue Henri Monnier, 75009 Paris, France.
The Company can be contacted through the following contact details:
- Address: 25, rue Henri Monnier, 75009, Paris, France
- Email address: email@example.com
The Company developed an online drop-based website accessible here (the “Website”).
The Website allows the collectors (the “Collectors”) to buy non-fungible token(s) (the “NFT(s)”), i.e. a controllable electronic title recorded on the Ethereum blockchain (the “Blockchain”), linked to (i) energy points (the “ Energy points”) (together the “ Digital Collectible”) and (ii) artworks gifted with evolution (the “Artworks”).
The Collector may acquire Energy points through the various events organized by the Company (each, an “Open Edition”), the specific terms and conditions of each being defined by the Company regarding each Open Edition.
For each NFT, the Company creates its own custom-built smart contract specifying in particular the terms of sale of the edition(s) of such NFT (the “Smart contract”). The Smart contract is then deployed on the Blockchain.
3. Contractual documents
3.1. Functions of the general Terms and Conditions
The terms and conditions of sale (the “ Terms and Conditions”) constitute the document governing the contractual relationship between the Company and the Collectors regarding all Open Editions, and define:
- the terms and conditions of (i) purchase of the NFT and (ii) use of the Digital Collectible by the Collectors, in particular the license on the Energy Points,
- the respective obligations of the parties,
- as well as any services provided on or through the Website (together the “Services”).
It governs the participation of the Collector in the transactions in the primary market (“ Primary market”) on the Website, as well as the transaction between Transferors and Transferees, as defined below, on the secondary market (“ Secondary market”).
3.2. Location of the Terms and Conditions
The Collector can find them by a direct link in the footer of the Website.
3.3. Terms of acceptance of the Terms and Conditions
The Collector accepts the Terms and Conditions by checking a box at the time of the purchase. If the Collector does not accept all of the Terms and Conditions, it cannot place bids or buy editions of Digital Collectible.
The applicable version of the Terms and Conditions is the one that can be viewed online on the Website on the date of the Collector's purchase, a copy of which can be downloaded by the Collector from the Website before any purchase.
They may be supplemented by specific terms regarding each specific Open Edition, which, in case of contradiction, prevail over these Terms and Conditions.
4. Conditions of access to the Website
The Collector may be either:
- a natural person with full legal capacity, or if not, the Collector is at least 13 years old and has obtained the agreement of their legal representative, and they undertake to provide the Company with the email address of their representative so that it can contact them.
- or a legal entity acting through a natural person who has the power or authority to enter into a contract in the name of and on behalf of the Collector.
The Collector may be either:
- a consumer, understood as any natural person who acts for purposes that are not part of his/her professional activity.
- or a professional, understood as any natural or legal person acting for purposes within the scope of their commercial, industrial, artisanal, liberal or agricultural activity, including when acting in the name of or on behalf of another professional.
5. Connection to the Website
Any person may visit the Website to learn more about the Company services and Digital Collectibles.
After connecting to the Website, the Collector can proceed to the purchase of the Digital Collectible byconnecting a supported blockchain-based digital wallet (the “Wallet”) provided directly or indirectly by supported third-party unhosted wallet providers (“Supported Wallet Provider”) that interacts with the Blockchain and stores Ethereum. The Wallet must be able to store NFTs. The Collector expressly authorizes the Company to access their Wallet’s data.
If the Collector does not have a Wallet yet, they shall setup one, otherwise they cannot proceed to the purchase on the Website.
In any case, the Collector shall provide the Company with all information marked as mandatory.
The Digital Collectible can be purchased on the following territory: worldwide.
7. Digital collectible features
The Company is offering for sale a Digital Collectible that comprises an NFT and an associated Energy point.Each Digital Collectible comprises an NFT and associated Energy point, the terms of which are defined for each Open Edition.
7.1. NFT features
The NFT is a nun-fungible token, i.e.a controllable electronic title recorded on the Blockchain, of which the Collector can acquire the property, including the right to buy and resale it to third party in the conditions of the Smart contracts.
7.2. Energy points
An Energy point is always linked to an NFT on the Blockchain.
The Energy point is unique, digital and can be either kept by the Collector or used by it to level up the Artworks it owns up to level 3 of the Artwork’s evolution, it being specified that the Energy point shall be destroyed whenever it is used to level up the Artwork.
The Energy points shall be made available by the Company to the Collectors through differentOpen Edition.
For eachOpen Edition, the Company will determine:
- the conditions of the sale of the specific Energy points;
- the rights related to the Energy points.
Energy points can be associated to Artwork on the Website and be destroyed so as to evolve an Artwork. Each Energy point can only be used once.
Before placing an order online and in accordance, notably, with the provisions of article L. 111-1 of the French consumer code, the Collector can acquaint himself, on the Website, with the features of the Digital Collectible and especially of the Energy points and the NFT that are offered for sale.
7.3. Available stock
The Company reserves the right, in its sole discretion, to limit the number of Digital Collectibles that may be purchased by any single Collector. Digital Collectibles are offered for onlineOpen Editionwithin the limit of available Digital Collectible stock.
8. Digital Collectibles’ purchase
8.1 Price and Gas Fees
8.1.1 Price of the Digital Collectible
Price on the Primary market
Before confirming a purchase, the Collector has access to the amount of the bid or the price of the Digital Collectible for a specificOpen Edition (the “Price”), as well as the payment terms, directly on the Website as set by the Company.
The prices indicated are expressed in Ethereum (ETH) and in any other currency listed on the Website. The Company is not responsible for determining or paying the taxes or Gas Fees, as defined below, that apply to such transactions.
The Collector has also access to the details of the intellectual property rights associated to the Energy point linked to the purchased NFT, which are detailed in the section “Intellectual Property”.
Price on the Secondary market
The Digital Collectibles are sold at the price freely fixed by the Collector, acting as “Transferor”, on the Blockchain, to a “Transferee”).
No royalties are collected by the Company on sales of Digital Collectibles on the Secondary market.
The Company is not responsible for determining or paying the taxes or Gas Fees, as defined below, that apply to such transactions.
8.1.2 Gas Fees
Gas Fees are fees paid to data miners to compensate the computing energy required to process and validate transactions on the Ethereum blockchain (the “Gas Fees”). The Gas Fees fluctuate depending on the number of users interacting with the Ethereum network. Therefore, the Company is not responsible for the Gas Fees.
Each transaction made by a Collector will be subject to Gas Fees: the Collector can see the estimated Gas Fees in their Wallet before each transaction.
The Collector acknowledges and accepts that Gas Fees are still due:
- if their transactions are not successful,
- if failed transactions happen while making a bid, which can happen if the Collector attempts a bid or a purchase during the final seconds of a sale as there may not be enough for the transaction to complete on the blockchain. In such case, the bid or purchase is not processed but the Gas Fees are still due.
8.2 Process of purchase and price
To place an order for Digital Collectibles, the Collector is invited to follow the instructions on the Website.
Once the Collector confirms the purchase, the Collector’s Wallet is automatically debited from the price.
The Collectorsacknowledge and accept that a purchase:
- cannot be proceeded if their Wallets do not contain enough cryptocurrency or currency to pay the price,
- cannot be cancelled: no refund will be issued under any circumstance.
The Company retains full and complete ownership of the Digital Collectible until complete payment has been fully made.
8.3 Purchase’s confirmation and updates
At the end of the purchasing process, the Collector will be able to see confirmation of the purchase directly on theWebsite or on https://etherscan.io/ :
- either that the bid has been successfully placed in case of an auction,
- or that the purchase has been duly completed.
8.4 Collection of the edition of the Digital Collectible
Once the purchase process is completed the NFT will be minted in the Collector’s Wallet.
The Wallet, and therefore the editions of the NFT contained in it, is accessible by the Collector from any platform on which the Collector connects its Wallet (such OpenSea) and on the Website.
9. Right of withdrawal
This provision is applicable solely if the Collector has the quality of consumer.
The Collector does not benefit from the right of withdrawal provided for in the French Consumer Code since the NFTs offered on the Website relate to the provision of digital content not provided in tangible form and that the Collector has expressly (i) agreed that the services offered by the Company on the site shall begin as soon as his acceptance of the Terms and Conditions and (ii) waived his/her right of withdrawal.
10. Legal warranties of conformity applicable
This provision is applicable if the Collector has the quality of a consumer.
It is recalled that, when acting under the legal guarantee of conformity in a contract for the supply of digital content or services, any consumer:
- benefits from a period of time that depends on the period of supply of the digital content or service by the professional: (i) when the supply is one-off or consists of a series of separate supplies: the time limit to act is 2 years from the supply, or (ii) when the supply is continuous: the professional is responsible for the conformity which appear during the whole period of supply,
- may, in case of lack of conformity, suspend the payment of all or part of the price or the delivery of the benefit provided for in the contract until the professional has met their obligations regarding the conformity of the digital content or service (under the conditions of Articles 1219 and 1220 of the French Civil Code),
- may choose, in the event of lack of conformity, between bringing the digital content or service into conformity at no cost, without undue delay and without major inconvenience to them, or, failing that, to reduce the price or to terminate the contract in accordance with the conditions of Article L224-25-20 of the French Consumer Code. The Company may refuse to comply with the conditions set forth in Article L224-25-19 paragraph 1 of the French Consumer Code,
- in case of termination of the contract, is not required to pay for the use they made of the digital content or service during the period, prior to the termination of the contract, during which this content or service was not compliant,
- is exempted from proving the existence of the lack of conformity of the supply of the digital content or service during the 12 months following the supply,
Any consumer may also decide to implement the warranty against hidden defects of the thing sold within the meaning of Article 1641 of the French Civil Code. In this case, the consumer can choose between the resolution of the sale or a reduction of the sale price in accordance with Article 1644 of the French Civil Code.
11. Maintenance, hosting and technical assistance of the Website
The Collector benefits from maintenance, in particular corrective and evolutive maintenance,for the term of use of the Website. In this context, access to the Website may be limited or suspended.
Concerning corrective maintenance, the Company shall make its best efforts to provide the Collector with corrective maintenance to correct any malfunction or bug found on the Website.
Concerning theevolutivemaintenance, the Collector benefits during the term of use of the Website from anevolutivemaintenance, which the Company may carry out automatically and without prior notice, and which includes improvements of the functionalities of the Website and/or technical facilities used within the framework of the Website (aiming at introducing minor or major extensions).
Access to the Website may also be limited or suspended for planned maintenance purposes, which may include the above-mentioned corrective and evolutionary maintenance operations.
The Company provides, under the terms of an obligation of means, the hosting of theWebsite, as well as the data produced and/or entered by/on theWebsite, on its servers or through a professional hosting provider.
11.3 Technical assistance
In case of difficulty encountered when using theWebsite, the Collector may contact the Company at the address mentioned in the section "Identification of the Company and contacts".
12. Obligations and liability of the Collectors
12.1. Obligations applicable to all Collectors
(A) Regarding the provision of information
The Collector agrees to provide the Company with all information necessary for the connection and their activity on the Website.
(B) Regarding the Wallet
- guarantee that the information transmitted for the connection to the Website is accurate and undertakes to update it,
- agree that they shall not use or attempt to use another user’s wallet without authorization to access the Website and benefit from the Services,
- agree that they shall not allow any third party to access to the Website through their Wallet, or in their place or on their behalf. Any access to the Website using their Wallet shall be deemed to have been made by the Collector.
The Collectors are solely responsible of their Wallets. The Company will not be able to recover purchased Digital Collectibles for the Client in the event that they lose access to their Wallet or under any other circumstances.
The Collector must immediately contact the Company at the address mentioned in the Article "Identification of the Company and contacts" if it notices that its Wallet has been used without their knowledge. The Collector acknowledges that the Company shall have the right to take all appropriate measures in such a case.
(C) Regarding the use of the Website
The Collector agrees to not access and use the Website for any purpose other than those for which the Website was designed, and in particular to:
- carry out an illegal or fraudulent activity,
- undermine public order and morality,
- infringe upon third parties or their rights in any way whatsoever,
- violate a contractual, legislative, or regulatory provision,
- to carry out any activity likely to interfere in the computer system of a third party, in particular with a view to violating its integrity or security,
- carry out any manoeuvres aimed at promoting its services and/or sites or those of a third party,
- help or incite a third party to commit one or more of the acts or activities listed above.
The Collector is also prohibited from:
- copying, modifying, or misappropriating any element belonging to the Company or any concept it exploits in the context of these Terms and Conditions,
- engage in any conduct that interferes with or hijacks the Company's computer systems or undermines its computer security measures,
- infringe the financial, commercial, or moral rights and interests of the Company,
- market, transfer or give access in any way whatsoever to the Website and its contents, to the information hosted on the Website or to any element belonging to the Company,
- reverse engineer any aspect of the Services or do anything that might discover source code or bypass or circumvent measures employed to prevent or limit access to any part of the Services.
The Collectors are responsible for the relationships that they may establish with other Collectors and/or third party on the Blockchain. They undertake to act with discernment and respect the usual rules of politeness and courtesy in their exchanges with other Collectors.
The Collectors indemnify the Company against any claim and/or action that may be brought against it as a result of the breach of any of the Collectors' obligations. The Collectors shall indemnify the Company for any damage suffered and reimburse the Company for any sums the latter may have to bear as a result.
Enforcement of this section is solely at the Company's discretion, and failure to enforce this section in some instances does not constitute a waiver of the Company’s rights to enforce it in other instances.
12.2. Regarding the Energy point
The Collector is also prohibited from attempt to, or permit or enable any third party to:
- separate the Energy point from the NFT,
- modify the Energy point, unless expressly permitted to do so pursuant the associated license agreement,
- register or attempt to register any trademark or copyright or otherwise acquire additional intellectual property rights in or to any Energy point,
- use any Energy point to create, endorse, support, promote or condone any content, material or speech that is defamatory, obscene, pornographic, indecent, abusive, offensive, harassing, violent, hateful, racist, discriminatory, inflammatory or otherwise objectionable or inappropriate as determined by the Company at its discretion,
- commercialize the Energy point or use it in connection with any business, message, product, or service, or in any manner that may imply endorsement of any business, message, product, or service,
- use the Energy point in any manner that infringes, violates or misappropriates any third party intellectual property rights, or that violates the associated license agreement.
In particular,the Collectors acknowledge and accept that they do not have more rights attached to theEnergy pointlinked to the NFT they acquired than the rights defined in the section “ Intellectual Property rights”. The Company cannot be responsible for use of theEnergy pointby the Collectors which exceeds the rights attributed to them.
12.3. Specific obligationsfor the Collectors related to the Blockchain
The Collectors are solely responsible for the use they make of the Digital Collectibles acquired. It is their responsibility to check the suitability of the Digital Collectibles for their specific needs and wishes prior to purchasing them.
The Collectors accept and acknowledge that:
- Digital Collectibles are digital assets recorded and transferable on the Blockchain. Any transfer of a Digital Collectible occurs through automated processes on the Blockchain, which is not controlled in any capacity by the Company.
- There are risks associated with using an internet-based digital asset, including but not limited to, the risk of hardware, software, and Internet connections, the risk of malicious software introduction, and the risk that third parties may obtain unauthorized access to information stored within the Wallet. The Company will not be responsible for any communication failures, disruptions, errors, distortions, or delays the Collector may experience when effecting transactions involving Digital Collectible.
13. Obligations and liability of the Company
13.1. Regarding the accessibility of the Website
The Company undertakes to carry out regular checks to verify the accessibility of the Website and may thus carry out maintenance operations. However, the Company is not responsible for temporary difficulties or impossibilities of access to the Website which would have for origin:
- circumstances outside its network (and in particular the partial or total failure of the Collector's servers),
- the failure of equipment, cabling, services, or networks not under its responsibility,
- the interruption of the Website’s access due to telecom operators or Internet access providers,
- the intervention of the Collector, in particular via a bad configuration,
- a case of force majeure.
The Company is responsible for the operation of its servers, whose outer limits are constituted by the connection points.
Furthermore, the Company does not guarantee that the Website, which is subject to constant research to improve performance and progress, will be totally free of errors, defects or faults.
13.2. Regarding the purchase of the Digital Collectible
The Company does not provide the Collectors with any guarantee as to the adaptation of the Digital Collectibles to their needs, expectations or constraints.
Each Supported Wallet Provider is a third-party company that offers unhosted digital wallet products and services. The Company is not in any way affiliated or partnered with Supported Wallet Providers. The Collectors use of each Supported Wallet Provider’s products and services is subject to their applicable terms of service. The Company will not be liable to the Collector for any loss that results from the Collector's use of a Supported Wallet Provider’s products and services, including Wallets.
13.3. Concerning the backup of data on the Website
The Company shall make its best efforts to save any data produced and/or entered by/on the Website.
Except in the case of proven faults on the part of the Company, it is nevertheless not responsible for any loss of data during maintenance operations.
13.4. Concerning data storage and security
The Company makes its best efforts to ensure the security of the data by implementing measures to protect the infrastructures and the Website, to detect and prevent malicious acts and to recover the data.
13.5. Concerning advertisement on the Website
The Company may publish and/or send to Collectors any advertising or promotional messages, in particular by referring them to third-party platforms.
However, the Company is not responsible for:
- the technical availability and content, products and/or services of these platforms,
- the relationships of the Collectors established through these platforms with these third parties.
13.6. Limitation of liability of the Company
The liability likely to be incurred by the Company hereunder is expressly limited solely to proven direct damage suffered by the Collectors.
The Company shall not be liable for:
- the non-execution or delay in the execution of transactions,
- before the acquisition of a Digital Collectible, the loss or theft of such Digital Collectible, due to outer circumstances,
- following the acquisition of an edition of a Digital Collectible by a Collector, any damage that may occur to such Digital Collectible, and especially to the associated Energy point.
The Company is not responsible for subsequent sales of the NFT by the Collector.
In case where the Collector is a professional, it is agreed between the parties that the liability of the Company under these Terms and Conditions shall be limited to direct damages suffered by the Collector and shall be expressly limited to ten times the amount in Euros of the price received by the Company in payment of the NFT at the time of the purchase.
14. Ownership rights on the NFT
The Collector acquires the property of the NFT that it purchased on the Website.
Ownership of the NFT will be transferred to the Collector as soon as the transaction is registered on the Blockchain.
Only ownership of the NFT, which is an intangible asset, will be transferred to the Collectors. The risk of ownership of the NFT shall pass to the Collectors at the time they take possession of the NFT.
15. Intellectual property rights
15.1. Regarding the Website
The Website is the property of the Company, software, infrastructures, databases and content of any kind (texts, images, visuals, music, logos, brands, etc.) that it uses. They are protected by all intellectual property rights or database producers' rights in force. Any dismantling, decompilation, deciphering, extracting, reusing, copying and, more generally, any reproduction, representation, publishing or use of all or part of any these items, without the authorization of the Company is strictly prohibited and could be subject to prosecution.
15.2. Regarding the Energy point(s)
The Energy point is licensed to the Collector.
Subject to the compliance with these Terms and Conditions, the Company grants to the Collectors, for as long as they own the NFT (as recorded on the relevant Blockchain), a non-exclusive, worldwide, royalty-free license, to use, copy, and display the Energy point associated to their purchase of the NFT solely for the following purposes for the Collector own personal, non-commercial use (e.g., home display, display in a virtual website, or as a social media avatar from the operation of the Smart contract related to the Digital Collectible), including to create a reasonable number of back-up copies and a physical print out, each to be retained only for so long as the Collector owns the associated NFT.
This right is personal and cannot be transferred or sub-licensed, except when the Collector sells or transfer the NFT.
For the avoidance of doubt, this right does not include:
- any right or license to use, copy, display or otherwise exploit the Energy point for any non-personal or commercial purposes, or to create any derivative works of the Energy point.
- the right to create derivative works of the Energy point.
All rights in and to the Energy point not expressly provided for in this Terms and Conditions are hereby reserved by the Company. The Company owns and will retain all title, interest, ownership rights and intellectual property rights in and to the Energy point.
16. Resale of a Digital Collectible
The Collector may resale the Digital Collectible purchased on the Website on the Secondary Market, as defined hereafter.
A “Secondary Market” means any transaction in which a Digital Collectible is sold by the Transferor to another owner, the Transferee, or is otherwise transferred or distributed (regardless of whether consideration is paid) in any manner that is not on a Primary Market.
It is already understood by the parties that the Transferor as defined hereafter or any subsequent seller of the NFT will be free to set the price of the NFT on the Secondary Market.
Also, the Collectoras Transferorhereby agreesthat all subsequent transactions involving the Digital Collectible are subject to the following terms:
- the Transferee shall, by purchasing the Digital Collectible, be deemed to accept all of the terms of this Agreement as a purchaser of the Digital Collectible hereof;
- the Collector as Transferor shall provide notice to the Transferee of these Terms and Conditions, including a link or other method by which the terms of this Agreement can be accessed by the Transferee. In particular, Transferor agrees not to modify the rights and conditions of use associated with the Energy point;
- The Transferee further acknowledges and agrees that all subsequent transactions involving the Digital Collectible will be realized on the blockchain network governing the Digital Collectible, and Transferee will be required to make or receive payments exclusively through Transferee’s cryptocurrency wallet.
17. Agreement of proof
Proof may be established by any means.
The Collector is informed that the messages exchanged through the Website as well as the data collected on the Website and the Company's computer equipment constitute the main method of proof accepted, in particular to demonstrate the reality of the actions performed, editions of NFTs sold/bought and the calculation of their price and corresponding Gas fees.
18. Personal data
The Company has a personal data protection policy available here. It invites the Collector to read it.
Unless otherwise agreed in writing, the parties undertake respectively to keep confidential, for the term of their contractual relationship and 3 years thereafter, all information relating to or held by the other party(ies), of which they may have become aware during the conclusion and performance of their contractual relationship.
This obligation does not extend to information:
- of which the party receiving it was already aware,
- already public at the time of its communication or which would become public without violation of this clause,
- which would have been received from a third party in a lawful manner,
- required to be disclosed by judicial authorities, in application of laws and regulations or to establish the rights of a party in the contractual relationship between the parties.
Confidential information may be passed on to the parties' respective employees, collaborators, trainees, agents and contracting partners, provided that they are subject to the same obligation of confidentiality.
20. Force majeure
The parties shall not be liable for any failure or delay in the performance of their contractual obligations due to force majeure occurring during the term of their relationship. The force majeure covers:
- any case meeting the conditions of Article 1218 of the French Civil Code and recognized by the jurisprudence,
- strikes, terrorist activities, riots, insurrections, wars, governmental actions, epidemics, natural disasters or failure attributable to a third-party telecommunications provider.
If one of the parties is prevented from performing its obligations due to force majeure, it must inform the other party(ies) by registered letter with acknowledgement of receipt. The obligations shall be suspended upon receipt of the letter and shall be resumed within a reasonable period of time upon cessation of the force majeure.
The prevented party shall nevertheless remain liable for the performance of the obligations that are not affected by the case of force majeure and for any payment obligation.
21. Termination of the license on the Energy point and effects of termination
The Collector’s licenses on the Energy point shall automatically terminate and all rights shall get back to the Company at any time, if:
- the Collector breaches any portion of these Terms and Conditions;
- the Collector engages in any unlawful activity related to the Digital Collectible.
22. Sanctions for breach
Essential obligations (the "Essential Obligations") include:
- payment of the Price for each transaction,
- compliance with theEnergy point’s license,
- not to provide to the Company with erroneous or incomplete information,
- not to carry out any of the prohibited activities and behaviours listed in the Article "Regarding the use of the Website".
If the Collector fails to comply with any of these Essential Obligations, the Company may:
- suspend or terminate the access to the Website,
- notify any competent authority, cooperate with such authority and provide it with any information relevant to the investigation and prosecution of illegal or unlawful activities,
- take any legal action.
These sanctions are without prejudice to any damages that the Company may claim.
In the event of a breach of any obligation other than an Essential Obligation, the Company will request the Collector by any useful written means to remedy the breach within a maximum period of 15 calendar days. The present contract will be terminated at the end of this period if the breach is not remedied.
In case dispute relating to the execution of the present Terms and Conditions between the Company and the Collector having the quality of a consumer, the Collector has the right to use, free of charge, the services of a consumer mediator with the view to the amicable resolution.
To this end, the Collector may contact the following consumer mediator:
If the Collector is a foreign consumer but located in the European Union, they can go to the European platform for the settlement of consumer law disputes accessible here.
24. Law and Jurisdiction
These Terms and Conditions are governed by French law.
In the event of a dispute between the Client, which is a professional, and the Company, and in the absence of an amicable agreement within 2 months of the first notification, the dispute shall be submitted to the exclusive jurisdiction of the courts of Paris (France), except in the event of mandatory provisions to the contrary.