TERMS AND CONDITIONS
LAST UPDATED: August 22, 2022
These terms and conditions ("T&C") provided by OneFootball GmbH (“OneFootball”), Greifswalder Straße 212, 10405 Berlin, apply to the use of the website aera.onefootball.com, and related social media channels, together the "Marketplace" to govern the purchase of Digital Collectibles (as defined below) and to every service accessible on the Marketplace, and provided by OneFootball ("Services") and where applicable to Third Party Services in addition to their existing terms and conditions, the underlying agreement incorporating the T&C is hereinafter referred to as the ("Agreement").
1. DEFINED TERMS
In this T&C, except where set forth otherwise, the following terms shall have the following meanings:
1(a)
"Blockchain" means a digital database containing records of transactions, which can be simultaneously used and shared within a decentralised, publicly accessible network and can record transactions between two (2) parties in a verifiable and immutable way.
1(b)
"Buyer" means any natural person who submits an offer to purchase a Digital Collectible (as defined below).
1(c)
"Consumer" means any natural person who enters into a legal transaction for purposes that are predominantly neither commercial nor self-employed, in the sense of Section 13 of the German Civil Code (BGB).
1(d)
"Dapper Area" means a service provided by Dapper Labs to which the Buyer is redirected from OneFootball to finalise a purchase.
1(e)
"Dapper Labs" means Dapper Labs, Inc., 600-565 Great Northern Way, V5T 0H8, Vancouver, BC, Canada, that provides Third-Party Services among other things, the Dapper Wallet (as defined below).
1(f)
"Dapper Wallet" means a hosted wallet through which a user can access the Dapper Services as defined in Dapper Labs Terms of Use https://accounts.meetdapper.com/terms.
1(g)
"Digital Collectible" means the contractual and transferable Token (as defined below) purchasable on the Marketplace and any rights, goods or assets (e.g. access to special rewards, specific skills of a player) associated with the Token as indicated on the Marketplace, in particular the contractual rights to and in the Medium.
1(h)
"Licence Text" means the grant of rights of use to the Medium by OneFootball which is contained in the metadata of the Token.
1(i)
"Medium" (plural "Media") means the medium associated with the Digital Collectible (as defined below), for example a graphic, image, 3D object or video, as described on the Marketplace.
1(j)
"Owner of the Digital Collectible" is anyone who can dispose of the Digital Collectible by means of a corresponding Wallet Access Data and who is at the same time economically entitled to dispose of this Digital Collectible.
1(k)
"Marketplace Agreement" means the underlying agreement on the Services between OneFootball and the User (as defined below) incorporating this T&C.
1(l)
"Third-Party Service" means every service not operated by OneFootball but providing content or additional features to the Users such as payment service, digital asset wallet, content on players and external marketplaces of Digital Collectibles. Whether or not integrated into the Marketplace, these services are provided under the sole responsibility of the providers who offer them. The terms of use of these services can be found on the website of the relevant service provider.
1(m)
"Token" means the contractual, unique and transferable Token on the Blockchain.
1(n)
"Purchase Agreement" means the underlying agreement on the purchase of a Digital Collectible between OneFootball and the Buyer incorporating this T&C.
1(o)
"Purchase Price" means the price to be paid by the Buyer for the Digital Collectible.
1(p)
"User" means the visitor of the Marketplace, user of the Services and, if applicable, Buyer of a Digital Collectible.
2. PURCHASE OF THE DIGITAL COLLECTIBLE
2.1
OneFootball offers Digital Collectibles for sale on the Marketplace. OneFootball's offer on the Marketplace does not yet constitute a binding offer to conclude a Purchase Agreement, but merely an invitation to submit a binding offer by the Buyer.
2.2
To conclude a purchase, the Buyer is redirected to the Dapper Area in order to purchase and receive the Digital Collectible. The transfer of the digital collectible to the Buyer’s wallet address is subject to a successful payment.
2.3
The Buyer acknowledges that by successfully concluding a Purchase Agreement, the Digital Collectable will immediately be transferred to his Wallet. Thereafter, it will immediately be available for the Buyer to use. Given the nature of the Digital Collectible and the design and technology associated with such, and the Buyer’s immediate access to, use of and the reveal of the content of the Digital Collectible upon purchase, the Buyer acknowledges and agrees that his right to withdrawal and thereby his right to a refund will expire after a completed purchase.
2.4
OneFootball's offer is only directed at persons who have reached the age of eighteen (18).
3. PURCHASE PRICE
3.1
The Buyer shall pay the Purchase Price as indicated on the Marketplace during the purchase process in the Dapper Area. The purchase Price includes VAT. External costs (such as Gas Fees") can incur for transactions via the Blockchain. These are external costs associated with the allocation of the Digital Collectible and its modification on the Blockchain, which cannot be influenced by OneFootball. The amount of Gas Fees can only be determined immediately before the purchase of a Digital Collectible and, if applicable, will be communicated in the purchase process; it may vary from purchase to purchase.
4. WALLET
4.1
In order for a Buyer to be able to purchase a Digital Collectible on the Marketplace the Buyer is required to create a Dapper Wallet in accordance with this section 4 and to adhere to Dapper Labs' terms of service available at https://accounts.meetdapper.com/terms.
4.2
The management of the Digital Collectible after transfer to the wallet address of the Buyer is not part of the performance of OneFootball and is solely the responsibility of the Buyer.
4.3
OneFootball transfers the purchased Digital Collectible to the Buyer's wallet address. The Dapper Wallet contains a cryptographic key with which the Buyer can dispose of his digital assets. OneFootball has no access to the cryptographic keys or digital assets of the Buyer.
4.4
The Buyer shall ensure that he treats the Dapper Wallet and associated passwords ("Wallet Access Data"), confidentially and that the Wallet Access Data is secured against access by third parties. The Buyer is aware that any person who has access to Wallet Access Data may misuse the wallet under his name. The Buyer warrants that third parties are not enabled to use the Wallet Access Data. In particular, to protect the Wallet Access Data, the Buyer shall not store the Wallet Access Data in an unsecured manner and shall prevent spying when entering the Wallet Access Data. If the Buyer discovers that another person has knowledge of the Wallet Access Data or if the Buyer has a corresponding suspicion, the Buyer must immediately change the Wallet Access Data concerned, insofar as this is possible.
4.5
The Buyer is aware that he is solely responsible for the control of his Dapper Wallet and that the loss of control over the Dapper Wallet may result in the rights to a Digital Collectible no longer being able to be proven and that Digital Collectibles can no longer be disposed of.
4.6
The Buyer is aware that the Dapper Wallet is not operated by OneFootball, but by Dapper Labs as a Third-Party Service. OneFootball has no influence on Dapper Labs or the wallet operation. OneFootball only permits the Buyer to use the Dapper Wallet on the Marketplace. The Buyer understands that OneFootball does not have access to the Wallet Access Data and cannot recover the Wallet Access Data. In particular, OneFootball cannot restore access to Digital Collectibles if the Buyer loses the Wallet Access Data or third parties have disposed of Digital Collectibles.
4.7
The Buyer understands that this T&C are an addition to any terms of use provided by Dapper Labs. These terms are available at https://accounts.meetdapper.com/terms. In the event of any conflict, this T&C shall prevail over the terms of use of Dapper Labs with respect to the relationship between OneFootball and the Buyer. However, Dapper Labs shall be entitled to enforce the rights arising from its terms of use directly against the Buyer.
5. RIGHTS OF USE TO THE MEDIUM
5.1
OneFootball hereby irrevocably grants to the Buyer, limited in time to the period during which he is Owner of the Digital Collectible and subject to the condition precedent of payment of the Purchase Price pursuant to section 4, a worldwide, non-sublicensable, non-exclusive and non-transferable right of use to the Media in connection with the Digital Collectible (a) to be used and displayed for private, non-commercial and non-public purposes, (b) to be offered for resale on the Marketplace and on third party platforms in accordance with this T&C and (c) to be displayed on the Marketplace and third party websites in accordance with this T&C, if and to the extent such Secondary Sale and display (as defined below) has been previously permitted by OneFootball on the Marketplace with regard to the respective Digital Collectible and provided that the display of the Medium is conditional on a positive cryptographic verification of the Owner of the Digital Collectible. Apart from the purchase price there are no additional costs for grants of rights for the Buyer. The Buyer accepts all the above grants of rights.
5.2
For the avoidance of doubt, the rights of use under section 5.1 are not transferable. If the Buyer transfers the Digital Collectible to a third party ("Secondary Sale"), the rights of use to the Medium granted in accordance with section 5.1 shall expire. The rights of use under section 5.1 are solely transferable in case of section 8 (Assumption of Grant of Rights).
5.3
The Buyer acknowledges that all legal rights, title and interest in and to the Medium and all intellectual property rights therein are owned by the originator of the Medium. The Buyers rights to the Medium are limited to the rights of use described in this section 5. The originator and OneFootball reserve all rights in the Medium not expressly granted to the Buyer by this Agreement.
6. OTHER RIGHTS
In addition to the rights in section 5, with a Digital Collectible, a further right of use or any other right shall only be granted to the Owner of the Digital Collectible if this is clearly stated in the respective Digital Collectible description of OneFootball on the Marketplace.
7. RESTRICTIONS OF USE
7.1
The granting of the rights of use pursuant to sections 5 and 6 is subject to the condition subsequent that the Owner of the Digital Collectible complies with the provisions of section 20 (Anti-Money Laundering).
7.2
The granting of the rights of use pursuant to section 5 and 6 is subject to the condition precedent that the Owner of the Digital Collectible has lawfully acquired the Digital Collectible. A lawful acquisition of the Digital Collectible is not present, in particular, but without limitation, in cases of (a) theft or other unauthorised transfer of the Token from the wallet address of OneFootball or Reseller to the wallet address of a third party and (b) an unintentional transfer of the Token to the wallet address of a third party by OneFootball or Reseller (e.g., by mistyping when entering the wallet address). In such cases, OneFootball reserves the right to transfer the Token to the proper wallet address or, if applicable, to destroy (burn) the Token and reissue the Token to the rightful holder of the rights to the Medium and any other rights.
7.3
The Medium and/or the Digital Collectible shall only be offered for resale (a) provided that the resale is a Secondary Sale in accordance with section 9 and (b) if and to the extent such Secondary Sale has been previously permitted by OneFootball on the Marketplace with regard to the respective Digital Collectible.
7.4
The Medium shall only be offered for Secondary Sale or displayed on third party websites, provided that such third party websites make the display of the Medium conditional on a positive cryptographic verification of the Owner of the Digital Collectible.
7.5
Except for the Secondary Sale of the Digital Collectible in accordance with sections 7.3, 7.4 and 9, the Owner of the Digital Collectible shall not be entitled, directly or indirectly, without the prior written consent of OneFootball:
a)
to alter the Medium or create derivative works from it, including but not limited to shapes, designs, drawings, attributes, features or colours, except for non-public and non-commercial, purely private purposes;
b)
to use the Medium in films, videos or other forms of media, except to the extent expressly permitted under this Agreement, except for non-public and non-commercial, purely private purposes;
c)
to exploit the Medium for commercial purposes, in particular to advertise, market or sell a product or service of oneself or a third party. For avoidance of doubt: Use for purely private purposes is permitted;
d)
to take measures aimed at circumventing technical protection measures of the Digital Collectible. The owner of the Digital Collectible shall refrain from any form of unauthorised use, in particular attempts to overcome or circumvent the security mechanisms or otherwise disable them, and shall take all necessary and reasonable steps to prevent or limit any damage caused by the use of the Digital Collectible;
e)
to use the Digital Collectible for purposes and/or in connection with materials (e.g. texts, images, films, video clips) and/or to disseminate information in connection,
i.
which contain criminal content;
ii.
constitute hatred, intolerance, violence, discrimination or any other form of disregard for the rights of third parties or otherwise violates the rights of third parties, in particular offensive or derogatory material relating to gender, race, religion, skin colour, origin, age, physical or mental disability, medical condition or sexual orientation;
iii.
infringe the rights of third parties (in particular copyrights, publication rights, patents, trademarks, service marks, trade names, trade secrets or other intellectual property rights);
iv.
are associated with gambling activities;
v.
violate a person's privacy;
vi.
are otherwise unlawful or unreasonable.
8. ASSUMPTION OF GRANT OF RIGHTS CONNECTION OF TOKEN, RIGHTS TO THE MEDIUM AND OTHER RIGHTS
8.1
Deviating from section 5.2 sentence 1 and 2, in the event of a Secondary Sale, every purchaser of the Digital Collectible as well as to every subsequent purchaser in the chain of sale of the Digital Collectible ("Secondary Buyer") can fully assume all rights of use to the Medium pursuant to section 5 as well as other rights pursuant to section 6 in place of the Buyer ("Assumption of Grant of Rights").
8.2
The Buyer's offer to a third party to sell the Digital Collectible shall be interpreted as the Buyer offering the third party as the new Owner of the Digital Collectible to take over the grant of rights by OneFootball.
8.3
OneFootball gives the consent required for the Assumption of Grant of Rights under the condition subsequent that the Token has been successfully transferred to the wallet address of the Secondary Buyer and that the Secondary Buyer is Owner of the Digital Collectible.
8.4
Section 7 (Restrictions of Use) applies accordingly.
9. SECONDARY SALE; REVENUE SHARE
9.1
OneFootball grants to Secondary Buyer the rights of use pursuant to section 5.1 and other rights pursuant to section 6 limited in time to the period during which this Secondary Buyer is Owner of the Digital Collectible, and subject to the condition precedent of payment. The Secondary Buyer accepts the granting of all rights by claiming and exercising the rights of use and any other rights represented in the Digital Collectible (e.g., by using the Medium). OneFootball waives receipt of the acceptance. Regardless of this acceptance, OneFootball permits the use in terms of this section 9.1.
9.2
In case of a Secondary Sale according to section 5.2, OneFootball obtains a fee, which is defined as either $0.65 or 6% of the total transaction value including VAT, whichever is higher (“Revenue Share”). The Revenue Share is included in the purchase price defined by the previous owner of the Digital Collectible as seller of the Digital Collectible ("Reseller") and visible to the Secondary Buyer. The smart contract underlying the Digital Collectible executes both payments automatically as soon as the Secondary Buyer has transferred the purchase price to this smart contract.
9.3
In the event of a Secondary Sale, the Secondary Buyer may incur additional costs for the transaction (Gas Fees), depending on the sales platform chosen by the Reseller.
10. WARRANTY FOR THE DIGITAL COLLECTIBLE
10.1
OneFootball warrants that the Digital Collectible at the time of transfer to the Buyer corresponds (a) to the standard market quality of the token type mentioned on the Marketplace, (b) to the condition described on the Marketplace and is thus in accordance with the Purchase Agreement and (c) that no third-party rights oppose the use by the Buyer to the contractually agreed extent.
10.2
If the Buyer is a Consumer, after the expiry of one year from the date of the transfer, section 10.1 applies only if the Buyer proves that the object of purchase was not in a condition in accordance with the Purchase Agreement at the time of the transfer.
10.3
Otherwise OneFootball does not assume any warranty for the quality of the Digital Collectible, in particular not for the tradability on platforms and marketplaces of third parties and the compatibility with other networks, infrastructures, blockchains and wallets of third-party providers.
10.4
OneFootball does not give any guarantees regarding the Digital Collectible.
10.5
With regard to the Digital Collectible, supplementary performance (Nacherfüllung) is only possible by destroying the defective Digital Collectible ("Burning") and issuing a new Digital Collectible to the wallet address of the Buyer. The Buyer is obliged to cooperate in the burning of the defective token in accordance with OneFootball's instructions (e.g. by transferring the token to a wallet address specified by OneFootball) and to accept a new token if the contractual scope of functions is maintained and the acceptance does not lead to significant disadvantages for the Buyer.
10.6
In all other respects, warranty shall be governed by the statutory provisions, in particular sections 453 (1), 327 et seq. BGB.
11. INVALIDATION OF TOKENS IN CASE OF MISUSE
11.1
If there is a reasonable suspicion that the Buyer has breached his obligations under this Agreement and the Buyer does not remedy such breach within fourteen (14) days after a time limit has been set, OneFootball reserves the right to blacklist the Buyer and prevent the Buyer’s access to the aera.onefootball.com website. OneFootball also reserves the right to take further appropriate remedies as it sees fit to prevent any misuse of its Digital Collectibles. A notice period is not required in the case of irremediable violations or in the case of serious violations, such as those based on intent.
11.2
The holder of the Digital Collectible is obliged to cooperate in the destruction of the Token as specified by OneFootball (e.g. by transferring the Token to the wallet address specified by OneFootball).
12. USE OF THE SERVICE
12.1
The use of the Services is free of charge.
12.2
To use the Services it is required that the User has enough storage space in its account. Should a User run out of storage space, storage space can be purchased using Flow Tokens and following the guidelines provided at ttps://developers.flow.com/learn/concepts/storage
12.3
The User may get in contact with OneFootball here: https://aerabyof.zendesk.com/hc/en-us
12.4
The User's right to use the respective current version of the Services for its own purposes is limited to the provision of the Services by OneFootball and is non-exclusive, non-sublicensable and non-transferable.
12.5
The User shall not
a)
modify, disclose, alter, translate or create derivative works of the Services;
b)
license, sublicense, resell, distribute, lease, rent, lend, transfer, assign or otherwise dispose of the Services;
c)
offer any part of the Services on a timeshare or service bureau basis;
d)
allow or permit any third party to access or use the Services without OneFootball's express consent;
e)
build a competitive product or service, or copy any features or functions of the Services (including, without limitation, the look-and-feel of the Services);
f)
interfere with or disrupt the integrity or performance of the Services;
g)
disclose to any third party any performance information or analysis relating to the Services;
h)
remove, alter or obscure any proprietary notices in or on the Services;
i)
use the Services for any illegal or unauthorised purpose, or in a manner which violates any laws or regulations in any applicable jurisdiction; or
j)
reverse engineer, decompile, disassemble, or otherwise attempt to discover the source code, object code, or underlying structure, ideas, or algorithms that make up the Services or any software, documentation, or data relating to the Services, except to the limited extent that applicable law prohibits such a restriction.
k)
not take any action aimed at circumventing technical protection measures of the Services and refrain from any form of unauthorised use of the Services, in particular attempts to overcome or circumvent the security mechanisms of the Services or disable them in any other way, use computer programs which enable the automatic reading of data, as well as to use/implement and/or disseminate viruses, worms, trojans, brute force attacks, spam or links, programs or procedures which are suitable for damaging OneFootball, the Services and/or other Buyers;
l)
use the Services for money laundering or other illegal activities;
m)
not engage in or promote illegal activities, in particular fraudulent activities;
n)
not use, employ or operate bots or other forms of automation and/or multiple accounts when using the Services.
12.6
Any breach of section 12.4 may result in immediate exclusion from access and use of the Services, if applicable, burning of the Digital Collectible, termination of the Marketplace Agreement without notice and the initiation of civil and criminal proceedings as well as the assertion of claims for damages by OneFootball against the User.
13. MODIFICATION, UPDATES, MAINTENANCE
13.1
OneFootball reserves the right to modify the Services from time to time by adding, deleting, or modifying features to improve the User's experience or for other business purposes. OneFootball further reserves the right to discontinue any feature of the Services or any portion thereof at any time during the term at OneFootball's sole and reasonable discretion. OneFootball will provide the User with at least fourteen (14) days’ prior notice on the Marketplace of any modification or discontinuation of Services (or portion thereof) that would result in a material diminution of the Services offered to the User, provided that a shorter notice period may be required by law or security reasons.
13.2
OneFootball may from time to time provide updates or upgrades to the Services. OneFootball will do its best effort to make updates compatible with existing browser versions, however an update might require a User to update their browser to function optimally. This T&C shall govern any update and upgrade that replaces or supplements the original Services.
13.3
Modifications, updates and upgrades shall not (a) negatively affect the security and performance of the Services; (b) reduce the functionality or features of the Services.
13.4
OneFootball reserves the right to take measures to mitigate potential technical issues affecting the functionality of the Services. For example during drops OneFootball may, on a need by need basis, activate a queue system to help mitigate any technical impacts that heavy traffic could have on the Service. OneFootball will do its best efforts to ensure any updates or maintenance will not affect the User’s ability to use the Services.
14. WARRANTY FOR THE SERVICES; SUPPORT
14.1
OneFootball warrants that the Services during the use of the Services comply with the contractual condition and that its use by the User to the contractually agreed extent does not conflict with any third-party rights. OneFootball will enable the use of the Services within the framework of the current state of the art and will endeavour to ensure the greatest possible availability.
14.2
In the event of a functional impairment of the Services or need for support for other reasons, the User shall notify OneFootball at https://aerabyof.zendesk.com/hc/en-us/requests/new, describing the defects or problems. In the event of defects, OneFootball does not owe a remedy for the specific defects. Instead, OneFootball will provide updates that are necessary to maintain the contractual condition and to remedy defects.
14.3
OneFootball shall not be responsible nor liable for any failure in the Services resulting from, caused by or attributable to: (a) the User's delay in or failure to take any actions upon which OneFootball's provision of the Services is dependent; (b) User's failure to use the Services in accordance with OneFootball's requirements; (c) User's products or services, or User's gross negligence, wilful misconduct, or unauthorized acts or omissions, unless caused in part or in whole by OneFootball's gross negligence or wilful misconduct; or (d) unauthorized access, breach of firewalls or other hacking by third parties, except to the extent such access, breach or hacking is caused by OneFootball's gross negligence or wilful misconduct.
14.4
OneFootball gives no guarantees for the Services. In particular, OneFootball neither warrants nor guarantees that it will continue to provide the Services indefinitely.
14.5
OneFootball gives no guarantees or warranties for Third-Party Services. Whether or not integrated into the Marketplace, Third-Party Services are provided under the sole responsibility of the providers who offer them.
14.6
In all other respects, warranty shall be governed by the statutory provisions, in particular Sections 327 et seq. BGB.
15. TERM AND TERMINATION OF THE MARKETPLACE AGREEMENT; SUSPENSION OF THE SERVICES
15.1
The Term of the Marketplace Agreement is unlimited in time.
15.2
The Marketplace Agreement may be terminated by either Party at any time without notice in text form by deactivating the Services (OneFootball) or by not using the Services (User).
15.3
The User is aware that a termination of the Marketplace Agreement has no influence on the Dapper Wallet or the Blockchain. The User's relationship with Dapper Labs or any other provider of Third Party Service shall remain unaffected by the termination of the Marketplace Agreement.
16. LIABILITY
16.1
The User acknowledges that legal regulations in the areas of blockchain-based services, cryptocurrencies and crypto-assets may change and that new regulations or guidelines may develop. New or changing regulations or interpretation of existing laws and regulations may adversely affect the qualification and/or transfer and/or viability and/or value of the Digital Collectibles and the Services in the future and OneFootball's future development solutions. OneFootball shall not be liable for any losses that the User may incur as a result of such possible developments and the consequences, if any, thereof for OneFootball, the Digital Collectibles and/or their benefit and value, if any.
16.2
In the event of any damage caused by slight negligence, OneFootball shall only be liable in the event of a breach of a contractual obligation, the fulfilment of which characterises the respective agreement and on which the Buyer may rely and limited to the foreseeable damage typical of the respective agreement. Sentence 1 shall not apply to damages arising from injury to life, body or health or in cases of mandatory liability, in particular liability for cases in which a procurement risk or a guarantee for damages has been assumed, indemnification obligations, in the case of liability under the Product Liability Act, liability under the GDPR or fraudulent concealment of a defect.
16.3
The liability of OneFootball in accordance with section 16.2 sentence 1 is limited to a total of EUR 100,000 for all damages incurred.
16.4
Subject to liability for intent, liability for indirect damage, such as loss of profit, is excluded.
16.5
OneFootball shall not be liable for any damages resulting from any use or unauthorised modification of the Digital Collectible and/or the Services by the User or any third party in breach of this T&C.
17. RISK INFORMATION AND CONFIRMATION OF KNOWLEDGE
17.1
The User is aware that the Digital Collectible has no fixed value and that the price paid for the Digital Collectible is not indicative of the value of the Digital Collectible and its future performance.
17.2
The User acknowledges that the proper functionality of the Marketplace and the Digital Collectibles are dependent on the functionality of the underlying Blockchain, and OneFootball does not have control over the functionality of the Blockchain. OneFootball does not control the existence, security, interoperability or maintenance of the Digital Collectibles once it has been deployed on the Blockchain. In particular, in the event of a transaction of Digital Collectibles to an incorrect address, OneFootball is neither able nor obliged to return the Digital Collectibles to the User.
17.3
The User confirms that he knows how to secure his wallet. He will not transfer the Digital Collectible to other users where he has reasonable doubts that this is the case with the respective users. The User acknowledges that there are underlying risks associated with owning Digital Collectibles and understands that before purchasing Digital Collectibles he should familiarise himself with the information provided around the nature of the Digital Collectibles and make an informed purchase decision.
17.4
All materials on the Marketplace or provided with the Services are for informational purposes only. Neither OneFootball nor any of the persons or entities involved in any way in respect of the Marketplace and/or the Services provide for legal, fiscal, trading, economical and/or any other kind of advice or recommendation that may be relied upon. This means that the information from the Marketplace cannot be used as a basis of investment strategy and nothing in this information can be ensured to contain no errors, mistakes, malpresentations or failures. Users will therefore act at their own risk in accessing or in any way relying on the content of the Marketplace or content provided with the Services and the Users are therefore solely responsible for any consequences thereof.
17.5
OneFootball does not owe Users any advice with regard to the Services, in particular with regard to the purchase of Digital Collectibles. Any purchase decision must be made by the User on his own responsibility. OneFootball cannot and will not provide the User with any binding information on future price developments, tradability, market developments or similar economic forecasts. All information on usage options and Digital Collectibles, in particular information on price developments, are general comparative values which do not relate to the price development of the specific Digital Collectible. They are non-binding indicators. OneFootball gives no assurance or warranty with regard to forward-looking statements. The User is aware that the value of a Digital Collectible is inherently subjective and that there is no inherent or intrinsic value. The value of the Digital Collectible follows in particular from the value attributed by the market to the rights to use a medium granted by the licence agreement to the holder of a Digital Collectible.
18. ANTI-MONEY LAUNDERING
18.1
The User warrants,
a)
that the Digital Collectible will not be used in any manner for any illegal or unethical purpose, including acts related to money laundering, terrorist financing or other acts that violate applicable law;
b)
that the User will not use any proceeds of criminal or illegal acts; and
c)
that no transactions with the Digital Collectible will be used to facilitate or engage in criminal or illegal acts, including acts related to money laundering, terrorist financing or other acts that violate applicable law.
18.2
The User represents and warrants that, as of the date of entering this T&C, no criminal or regulatory investigation is pending against the User, any affiliate of the User, any officer or shareholder of the User in connection with the User's business activities.
18.3
The User warrants that, upon conclusion of this Agreement,
a)
he is not included on a sanctions list of the United Nations, the European Union or the Federal Republic of Germany;
b)
he is not acting indirectly (e.g., as a deputy or messenger) for a person who is on one of the sanctions lists referred to in section a).
18.4
Should any of the events referred to in this section 18 occur after the conclusion of the Purchase Agreement, the User undertakes to notify the OneFootball immediately and to immediately suspend all transactions in connection with the Digital Collectible.
18.5
The User confirms that he is acting exclusively in his own economic interest.
19. INDEMNIFICATION
The User undertakes to indemnify OneFootball in full against any claims by third parties based on an infringement of rights attributable to the User, unless the User proves that he is not responsible for the breach of duty causing the damage.
20. INTELLECTUAL PROPERTY RIGHTS
20.1
All text, graphics, user interfaces, visual interfaces, photographs, logos, artwork and computer code provided on the Marketplace, including but not limited to the design, structure, selection, coordination, expression and arrangement of the content contained on the Marketplace are intellectual property of OneFootball or third parties, and are protected by copyright, patent and trademark laws, and various other intellectual property rights.
20.2
Except as expressly provided in these T&C, no part of the Marketplace and no content indicated therein may be copied, reproduced, republished, uploaded, posted, publicly displayed, encoded, translated, transmitted or distributed in any way to any other computer, server, website or other medium for publication or distribution for any commercial purpose, without OneFootball's or the respective third party's express prior written consent.
20.3
The User acknowledges that all enhancements provided by OneFootball are the sole property of OneFootball or third parties, even if they are the result of functional requests or bug reports from Users, and that the User has no rights thereto.
21. LINKS TO OTHER WEBSITES
The User uses all links provided on the Marketplace to visit third-party websites, including websites of Third-Party Services, at his own risk. When the User leaves the Marketplace, the information he views is not provided by OneFootball. These T&C do not govern the use of third-party websites, including websites of Third-Party Services. OneFootball does not monitor or have any control over and makes no claim or representation regarding these websites. To the extent such links are provided on the Marketplace, they are provided only as a convenience, and, unless otherwise stated, a link to another website does not imply OneFootball's endorsement, adoption or sponsorship of, or affiliation with, such websites.
22. PRIVACY
The applicable data protection notices can be found at aera.onefootball.com; they are not the subject of this T&C.
23. RISK
The Buyer understands that due to the nature of the Blockchain, using the Services and owning and purchasing Digital Collectibles is subject to certain risks including without limitation:
(a)
The volatility of Digital Collectibles;
(b)
The Digital Collectibles have no inherent or intrinsic value;
(c)
Fluctuations in the price of other digital assets could materially and adversely affect the value of your Digital Collectible, which may also be subject to significant price volatility.;
(d)
Digital Collectibles are not legal tender and are not backed by any government;
(e)
Transactions involving Digital Collectibles may be irreversible, and losses due to fraudulent or accidental transactions may not be recoverable, including accidental transactions whereby the Buyer provides wrong wallet addresses;
(g)
The value of Digital Collectibles may be derived from the continued willingness of market participants to exchange fiat currency or digital assets for Digital Collectibles, and therefore the value of Digital Collectibles is subject to the potential for permanent or total loss of value should the market for NFTs disappear; and
(h)
Digital Collectibles are subject to the risk of fraud, counterfeiting, cyberattacks and other technological difficulties.
24. AMENDMENTS TO THIS T&C
If the User does not object to the validity of the new terms of use within four weeks after notification, the amended terms of use shall be deemed accepted by the User. OneFootball will inform the User in the notification of his right to object and the significance of the objection period. In the event of an objection by the User, the authorisation to use the Services shall end and OneFootball shall be entitled to delete the data of the User concerned. Changes to the main contractual Service obligations or charges for these main Service obligations require the express consent of the User to become effective.
25. DISPUTE RESOLUTION
25.1
In accordance with Art. 14 (1) of Regulation (EU) No. 524/2013 on Online Dispute Resolution (ODR Regulation), OneFootball is legally obliged to refer the Buyer to the European Online Dispute Resolution platform (ODR platform) of the European Commission. The User can reach this at http://ec.eoropa.eu/consumers/odr/.
25.2
OneFootball does not participate in dispute resolution proceedings before a consumer arbitration board and is not obliged to do so.
26. CHOICE OF LAW AND JURISDICTION
26.1
This T&C and its interpretation and any non-contractual obligations in connection with it are subject to German substantive law. As far as applicable, the UN Convention on Contracts for the International Sale of Goods (CISG) shall not apply.
26.2
English language terms used in this T&C describe German legal concepts only and shall not be interpreted by reference to any meaning attributed to them in any jurisdiction other than Germany. Where a German term has been inserted in brackets and/or italics it alone (and not the English term to which it relates) shall be authoritative for the purpose of the interpretation of the relevant term whenever it is used in this T&C.
26.3
Exclusive place of jurisdiction for all disputes regarding rights and duties under this T&C, including its validity shall be Berlin, Germany, except in the case of disputes with Consumers, unless the Buyer has moved his place of residence or habitual abode outside the area of application of the German Code of Civil Procedure (ZPO) or if his place of residence or habitual abode is not known to OneFootball at the time of bringing an action.
27. MISCELLANEOUS
27.1
Should individual provisions of this T&C be or become void or ineffective in whole or in part, or should the T&C contain a loophole, this shall not affect the validity of the remaining provisions. Statutory law shall take the place of provisions that are not included or are invalid. In all other respects, the parties shall replace the void or invalid provision with a valid provision that comes as close as possible to the economic purpose of the void or invalid provision, unless a supplementary interpretation of the T&C takes precedence or is possible.
27.2
Should one or more provisions of this T&C be or become invalid or unenforceable in whole or in part, this shall not affect the validity and enforceability of the remaining provisions of this T&C. In place of any Standard Terms of Business (Allgemeine Geschäftsbedingungen) which are invalid or not incorporated in the T&C the statutory provisions shall apply (Section 306 (2) BGB). In all other cases, the parties shall replace the void or invalid provision with a valid provision which reflects as closely as possible the original economic purpose of the void or invalid provision, unless a supplementary interpretation (ergänzende Vertragsauslegung) of the T&C takes precedence or is possible.
27.3
OneFootball will from time to time release so-called challenges on the aera.onefootball.com. OneFootball reserves the right to include individual rules for the challenges and additional T&Cs where needed to complement the provisions in this T&C.