Voucher NFT Purchase Agreement

This Voucher NFT Purchase Agreement ("Agreement") is entered into via the Website https://dev-acmilan.fansea.io/ ("Website") between My Football Space GmbH, Richard-Wagner-Str. 7d, 60318 Frankfurt, Germany ("Seller") and a user who submits an offer to purchase an NFT ("Buyer").

1. Definitions

1.1. "Blockchain" means the blockchain or similar technology designated on the Website for the particular NFT offered and if nothing is named on the Website, the Polygon Blockchain (more information at https://polygon.technology/).

1.2. "Fansea App" means an app for mobile devices and browsers that will be provided and operated by the Seller.

1.3. "Purchase Price" means the price to be paid by the Buyer to the Seller for the NFT.

1.4. "Medium" (plural "Media") means the medium associated with the NFT, for example a graphic, 3D object or video, as described on the Website.

1.5. "NFT" means the Token purchasable on the Website and the contractual rights in the Medium associated with the Token.

1.6. "Token" means the contractual, unique and transferable Token on the Blockchain.

1.7. "Consumer" means any natural person who enters into a legal transaction for purposes that are predominantly neither commercial nor self-employed.

1.8. "Voucher" means a personal, unique electronic Voucher code sent to the Buyer by the Seller by email, which can be redeemed by the Buyer with the Seller in the Fansea App for the transfer of the NFT which is the subject of the Agreement.

2. Conclusion of Agreement

2.1. The Seller provides an NFT for sale on the Website. The Seller's provision on the Website 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. The Buyer makes such a binding offer to purchase an NFT via the Website by truthfully providing all data requested on the Website and clicking the "Buy now" button.

2.3. The Seller accepts the Buyer's offer by transmitting a Voucher to the Buyer by email, with which he simultaneously confirms the purchase. Acceptance by the Seller is conditional upon payment of the Purchase Price in accordance with section 3.

2.4. The Buyer may redeem the Voucher in the Fansea App with the Seller at the latest as from 31 Mai 2022 and will then receive the NFT from the Seller in accordance with section 5. Before that, the Buyer cannot receive the NFT. The use of the Fansea App by the Buyer requires a user account in the Fansea App and the agreement of the Fansea App terms of use between the Buyer and the Seller.

2.5. In order to receive the NFT, the Buyer is required to create and maintain a wallet in accordance with section 4. The Buyer shall provide the Seller with the relevant wallet address when redeeming the Voucher in the Fansea App.

2.6. If the Seller rejects the Buyer's offer or if the Buyer withdraws its offer prior to the Seller's acceptance, the Seller shall return to the Buyer any Purchase Price already paid by the Buyer via the payment method chosen by the Buyer within 14 days.

2.7. The Seller's offer is only directed at persons who have reached the age of 18.

3. Purchase Price

3.1 The Buyer is obliged to pay the agreed Purchase Price. Payment of the Purchase Price shall be made in euros in accordance with the offer description on the Website. Unless otherwise stated, the Purchase Price shall include the respective legally applicable value added tax (VAT) on the Purchase Price and shall become due upon submission of the offer by the Buyer.

3.2. The Buyer shall pay the Purchase Price via the external payment service provider PayPal displayed before conclusion of the Agreement or by credit card (Mastercard or Visa). The Seller may offer the Buyer other payment options by pointing them out to the Buyer before the Buyer submits his offer.

4. Wallet

4.1. The Buyer needs a wallet compatible with the Blockchain for the acquisition, disposal and other possible use of NFTs. The management of the NFT after transfer to the wallet address of the Buyer is not part of the performance of the Seller and is solely the responsibility of the Buyer.

4.2. The Seller transfers the purchased NFT to the Buyer's wallet address. The wallet contains a cryptographic key with which the Buyer can dispose of his NFTs ("Cryptographic Key"). The Seller has no access to the Cryptographic Keys or NFTs of the Buyer.

4.3. The Buyer shall ensure that he treats the wallet, associated passwords and access data, the Cryptographic Key and any recovery identifiers (seeds) (together and individually the "Wallet Access Data"), confidentially and that the Wallet Access Data, insofar as he has access to it, is secured against access by third parties by means of appropriate technical and organisational measures. 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.

4.4. The Buyer is aware that he is solely responsible for the control of his wallet and that the loss of control over the wallet may result in the rights to a Medium no longer being able to be proven and that NFTs and thus also Medium can no longer be disposed of.

4.5. The Buyer is aware that the wallet is not operated by the Seller, but by a third-party provider. The Seller has no influence on the third party provider or the wallet operation. The Seller only permits the Buyer to use a third party wallet on the Fansea App. The Buyer understands that the Seller does not have access to the Wallet Access Data and cannot recover the Wallet Access Data. In particular, the Seller cannot restore access to NFTs if the Buyer loses the Wallet Access Data or third parties have disposed of NFTs.

4.6. The Buyer understands that this Agreement is in addition to any terms of use provided by a wallet provider. In the event of any conflict, this Agreement shall prevail over the terms of use of the wallet provider with respect to the relationship between the Seller and the Buyer. However, the wallet provider shall be entitled to enforce the rights arising from his terms of use directly against the Buyers.

5. Rights of use of the medium

5.1. The Seller hereby irrevocably grants to the Buyer, limited in time to the period during which he holds the Ownership of the Token (as defined below) and subject to the condition precedent of payment of the Purchase Price pursuant to section 3 the worldwide, non-sublicensable, non-exclusive and non-transferable right of use of the Medium in connection with the NFT

  • to be used and displayed for private, non-commercial and non-public purposes;
  • to offer for Secondary Sale (as defined below) in accordance with section 7 on third party platforms, that may be available, provided that they make the display of the Medium conditional on a positive cryptographic verification of the Ownership of the Token (as defined below), if and to the extent such Secondary Sale (as defined below) has been previously permitted by the Seller on the Website or in the Fansea App with regard to the respective NFT;
  • to be displayed on third party websites, provided that they make the display of the Medium conditional on a positive cryptographic verification of the ownership of the NFT. All of the above grants of rights are fully satisfied. 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 NFT to a third party ("Secondary Sale"), the rights of use to the Medium granted in accordance with section 5.1 shall expire.

5.3. The Seller grants to every purchaser of the NFT as well as to every subsequent purchaser in the chain of sale of the NFT ("Secondary Buyer") the rights of use pursuant to section 5.1 limited in time to the period during which this Secondary Buyer holds the Ownership of the Token and subject to the condition precedent of payment of the Revenue Share pursuant to section 6.1. The Secondary Buyer accepts the granting of all rights by claiming and exercising the rights of use represented in the NFT (e.g., by using the Medium). The Seller waives receipt of the acceptance. Regardless of this acceptance, the Seller permits the use in terms of this section 5.3.

5.4. The "Ownership of the Token" in the sense of this section 5 is held by anyone who can dispose of the Token by means of a corresponding Cryptographic Key and who is at the same time economically entitled to dispose of this Token.

6. Secondary Sale; Revenue Share

6.1. In case of a Secondary Sale according to section 5.2, the Secondary Buyer pays 10% of the respective purchase price, including applicable VAT, to the Seller ("Revenue Share"). The Revenue Share is always payable by the Secondary Buyer and is therefore included in the purchase price for a new buyer. The remaining 90% of the purchase price is paid by the Secondary Buyer to the previous owner of the NFT as seller of the NFT ("Reseller"), including applicable VAT. The smart contract underlying the NFT executes both payments automatically as soon as the Secondary Buyer has transferred the purchase price to this smart contract.

6.2. A Secondary Sale is not included in the performance of the Seller and is the sole responsibility of the Reseller. In the event of a Secondary Sale, the Secondary Buyer may incur additional costs for the transaction (so-called gas fees), depending on the sales platform chosen by the Reseller.

7. Restrictions of use

7.1. In addition to the rights in section 5, with an NFT, a further right of use shall only be granted to the owner of the NFT if this is clearly stated in the respective NFT description of the Seller on the Website.

7.2. The granting of the rights of use pursuant to section 5 by the Seller is subject to the condition subsequent that the owner of the NFT complies with the provisions of section 15 (Anti-Money Laundering).

7.3. The granting of the rights of use pursuant to section 5 by the Seller is subject to the condition precedent that the owner of the NFT has lawfully acquired the NFT. A lawful acquisition of the NFT is not present, in particular, but not conclusively, in cases of (i) theft or other unauthorised transfer of the Token from the wallet address of the Seller or Reseller to the wallet address of a third party and (ii) an unintentional transfer of the Token to the wallet address of a third party by the Seller or Reseller (e.g., by mistyping when entering the wallet address). In such cases, the Seller 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.

7.4. Except for the Secondary Sale of the NFT in accordance with section 6 the owner of the NFT shall not be entitled, directly or indirectly, without the prior written consent of the Seller:

  • 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;
  • 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;
  • 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;
  • to take measures aimed at circumventing technical protection measures of the NFT. The owner of the NFT 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 NFT;
  • to use the NFT for purposes and/or in connection with materials (e.g. texts, images, films, video clips) and/or to disseminate information in connection,
    • which contain criminal content;
    • 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;
    • infringe the rights of third parties (in particular copyrights, publication rights, patents, trademarks, service marks, trade names, trade secrets or other intellectual property rights);
    • are associated with gambling activities;
    • violate a person's privacy;
    • are otherwise unlawful or unreasonable.

8. Connection of tokens and rights to the medium

8.1. In the event of a Secondary Sale, the Secondary Buyer enters into the Agreement in place of the Buyer and thus fully assumes all rights and obligations under this Agreement in place of the Buyer. This expressly also includes all rights and obligations arising from the relationship with the Seller as well as any payment obligations ("Assumption of Agreement").

8.2. The Buyer's offer to a third party to sell the NFT shall be interpreted as the Buyer offering the third party as the new owner of the Token to take over the Agreement with the Seller.

8.3. The Buyer is obliged to inform the Secondary Buyer of the contents of this Agreement and to obtain his express declaration of the Assumption of Agreement. This obligation shall not affect the validity of an Assumption of Agreement by the Secondary Buyer.

8.4. The Seller gives the consent required for the Assumption of Agreement under the condition subsequent that the Token has been successfully transferred to the wallet address of the Secondary Buyer and that the Secondary Buyer holds the Ownership of the Token within the meaning of section 5.4.

8.5. With the Assumption of Agreement by the Secondary Buyer, the Buyer assigns all his claims against the Seller arising from the Agreement to the Secondary Buyer, which the Secondary Buyer accepts.

9. Invalidation of tokens in case of misuse

9.1. 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 14 days after a time limit has been set, the Seller reserves the right to transfer the Token to the proper wallet address or, if necessary, to destroy (burn) the Token and reissue (mint) it to the rightful holder of the rights of use of the Medium. 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.

9.2. The owner of the NFT is obliged to cooperate in the destruction of the Token as specified by the Seller (e.g. by transferring the Token to the wallet address specified by the Seller).

10. BitMex Token

BitMEX is a trading platform where users can trade cryptocurrencies. BitMEX is operated by HDR Global Trading Limited, Sychelles. Upon conclusion of the Agreement for an NFT between Buyer and Seller on the Website pursuant to section 2, the first 10,000 buyers shall at the same time receive an option to register separately with BitMEX for the receipt of so-called "BitMEX Tokens". The requirements for the receipt of these "BitMEX Tokens" are regulated separately by BitMEX and are not the subject of this Agreement, but of an agreement to be agreed between the Buyer and BitMEX.

11. Warranty and liability

11.1. The Seller warrants that the NFT and the Medium at the time of transfer to the Buyer correspond to the condition described on the Website and thus in accordance with the Agreement and that no third-party rights oppose the use by the Buyer to the contractually agreed extent. The Seller does not give any guarantees.

11.2. If the Buyer is a Consumer, after the expiry of one year from the date of the transfer, section 11.1 applies only if the Buyer proves that the object of purchase was not in a condition in accordance with the Agreement at the time of the transfer.

11.3. In all other respects, the statutory warranty rights shall apply.

11.4. In the event of any damage caused by slight negligence, each party shall only be liable in the event of a breach of a contractual obligation, the fulfilment of which characterises the contract and on which the other party may rely, and limited to the damage typical of the contract and foreseeable. Sentence 1 shall not apply in the case of 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.

11.5. The Seller shall not assume any warranty rights in relation to a Secondary Buyer unless these have been contractually agreed.

12. Right of withdrawal

Consumers have a right of withdrawal in accordance with the following provisions:

Model instructions on withdrawal

Right of withdrawal

You have the right to withdraw from this contract within 14 days without giving any reason. The withdrawal period will expire after 14 days from the day of the conclusion of the contract. To exercise the right of withdrawal, you must inform us

My Football Space GmbH, Richard-Wagner-Str. 7d, 60318 Frankfurt E-mail: info@fansea.io

of your decision to withdraw from this contract by an unequivocal statement (e.g. a letter sent by post, fax or e-mail). You may use the attached model withdrawal form, but it is not obligatory. To meet the withdrawal deadline, it is sufficient for you to send your communication concerning your exercise of the right of withdrawal before the withdrawal period has expired.

Effects of withdrawal

If you withdraw from this contract, we shall reimburse to you all payments received from you, including the costs of delivery (with the exception of the supplementary costs resulting from your choice of a type of delivery other than the least expensive type of standard delivery offered by us), without undue delay and in any event not later than 14 days from the day on which we are informed about your decision to withdraw from this contract. We will carry out such reimbursement using the same means of payment as you used for the initial transaction, unless you have expressly agreed otherwise; in any event, you will not incur any fees as a result of such reimbursement.

Model withdrawal form

(If you wish to revoke the contract, please complete and return this form).

To
My Football Space GmbH
Richard-Wagner-Str. 7d
60318 Frankfurt
E-mail: info@fansea.io

I/We () hereby give notice that I/We () withdraw from my/our (*) contract of sale of the following goods (*)
Ordered on ()/received on (),
Name of consumer(s),
Address of consumer(s),
Signature of consumer(s) (only if this form is notified on paper),
Date

(*) Delete as appropriate.

13. EXPIRY OF THE RIGHT OF WITHDRAWAL FOR DIGITAL CONTENT

The right of withdrawal shall expire in the case of a contract of sale of an NFT as digital content if the Buyer has expressly consented to the Seller commencing performance of the contract before the expiry of the withdrawal period, the Buyer has confirmed his knowledge that his consent will cause his right of withdrawal to expire upon commencement of performance of the contract and the Seller confirms this to the Buyer.

14. Risk information and confirmation of knowledge

14.1. The Buyer is aware that the NFT has no fixed value and that the price paid for the NFT is not indicative of the value of the NFT and its future performance. The value of the NFT may be subject to significant price fluctuations based on various unforeseeable developments. There is a possibility that the NFT cannot be resold or can only be resold at a loss, which may result in a total loss of the money invested by the buyer.

14.2. The Buyer is aware that the Seller does not offer the possibility of a Secondary Sale and has no influence on whether third parties offer the possibility of a Secondary Sale. It could therefore be the case that the Buyer can never resell the NFT.

14.3. The Buyer confirms that he has sufficient knowledge of the blockchain technology and knows how to secure his wallet. He will not transfer the NFT to Secondary Buyers where he has reasonable doubts that this is the case with the Secondary Buyers, to deal with the associated risks before the purchase and confirms his knowledge of the risk information available at /risk-information.

15. Anti-money laundering

15.1. The Buyer warrants (i) that the NFT 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, (ii) that the Buyer will not use any proceeds of criminal or illegal acts, and (iii) that no transactions with the NFT 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.

15.2. Buyer represents and warrants that, as of the date of this Agreement, no criminal or regulatory investigation is pending against Buyer, any affiliate of Buyer, any officer or shareholder of Buyer in connection with Buyer's business activities.

15.3. The Buyer warrants that, upon conclusion of the Agreement,

  • he is not included on a sanctions list of the United Nations, the European Union or the Federal Republic of Germany;
  • 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).

15.4. Should any of the events referred to in clause 15.3 occur after the conclusion of the Agreement, the Buyer undertakes to notify the Seller immediately and to immediately suspend all transactions in connection with the NFT.

15.5. The Buyer confirms that he is acting exclusively in his own economic interest.

16. Dispute resolution

16.1. In accordance with Art. 14 (1) of Regulation (EU) No. 524/2013 on Online Dispute Resolution (ODR Regulation), the Seller is legally obliged to refer the Buyer to the European Online Dispute Resolution platform (ODR platform) of the European Commission. The Buyer can reach this at http://ec.eoropa.eu/consumers/odr/.

16.2. The Seller does not participate in dispute resolution proceedings before a consumer arbitration board and is not obliged to do so.

17. Miscellaneous

17.1. The Agreement and its interpretation and any non-contractual obligations in connection with it are subject to German substantive law. The UN Convention on Contracts for the International Sale of Goods (CISG) shall not apply.

17.2. The exclusive place of jurisdiction for all disputes arising from and in connection with this Agreement, including its validity, shall be Frankfurt/Main, 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 the Seller at the time of bringing an action.

17.3. Should individual provisions of this Agreement be or become void or ineffective in whole or in part, or should the Agreement 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 Agreement takes precedence or is possible.

17.4. This is an English translation of a German-language agreement. In case of contradictions, the German version shall prevail.

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