1.1 Studio3 GmbH, Erni-Singerl-Straße 1, 85053 Ingolstadt, Germany (hereinafter: Platform Operator) operates the Platform for the creation, transmission and management of digital assets and NFTs as well as for the creation, management and use of communities to which these digital assets and NFTs convey access. Additional information on the Platform Operator's service is provided on the Platform Operator's website.

1.2 These General Terms and Conditions (hereinafter: GTC or Agreement) apply to the use of the platform. This applies in particular to the contractual relationships between the platform operator and the users of the platform, but also to all other contracts which the platform operator concludes in connection with the business operations of the platform.

2.1 Community is defined as an exclusive non-public online community to which access is possible only if a digital asset or NFT belonging to the community is held on the platform or in a personal digital wallet linked to the platform.

2.2 Digital value is defined as a digitally embodied claim that is not yet minted (as an NFT) on the blockchain. Digital value is unique and non-exchangeable and embodies a claim to goods, digital goods or services of a brand. The digital value belongs to the owner of the embodied claim and can only be transferred on the platform. A digital value can only be created on the platform in such a way that the digital value can be converted into an NFT by any holder. Through the conversion, the Digital Asset then loses its property as Digital Asset within the meaning of this Clause 2.2.

2.3 Reward is defined as a digitally embodied entitlement to goods, digital goods or services of a brand. Rewards are generally mintable as NFT. Rewards are available to the holder of the digitally embodied entitlement and can only be redeemed on the platform. The user can redeem Rewards when he reaches certain levels. If the User redeems his Reward and uses the associated goods, digital goods or services, the Reward loses its status as a digitally embodied entitlement.  

2.4 Gaming Collection describes a platform-based system in which the user can collect corresponding digital values and achieve levels through various actions.  Digital values from a Gaming Collection are generally not mintable.

2.5 User is defined as any consumer within the meaning of Section 13 of the German Civil Code (BGB) or any merchant, legal entity under public law or special fund under public law accessing the Platform. Users are in particular brands, agencies or end customers.

2.6 End customers are customers who purchase digital assets or NFTs from a brand or from another end customer and manage them on the platform, use the platform to resell the digital assets and NFTs, and/or join and use a community.

2.7 Platform is the platform for digital assets, NFTs and community building.

2.8 The platform operator of the platform is Studio3 GmbH.

2.9 Digital wallet is defined as a third-party solution for receiving, storing, transferring, exchanging or spending cryptocurrencies and/or NFTs.

2.10 NFT is defined as a Non-Fungible Token (NFT) registered on a Blockchain network. In these TOS, NFT refers only to NFTs that are generated or sold through the Platform. The NFT, as well as the claim embodied by the NFT, is described by the Brand issuing the NFT on the Platform.  

2.11 Minting is defined as the process of creating a unique digital NFT that represents the ownership of a digital resource. When minting an NFT, a unique digital value with associated data is entered into a block on the blockchain in an unforgeable and encrypted manner.

2.12 Primary market is defined as the market where the first transaction of an NFT or digital asset takes place by selling from the brand to an end customer through the platform.

2.13 Secondary market refers to all subsequent transactions or transfers of an NFT, including the transaction between end customers or an end customer and a third party also outside the platform following the first transaction on the primary market.

2.14 Brands are not conclusive: companies, sport associations or individual persons that create and/or offer digital assets and/or NFTs via the platform and/ or create and manage a community for end customers or have them created and managed by Agencies.

2.15 Agencies are companies that refer brands to the platform operator and offer the brand various services in connection with the use of the platform.

3.1 Upon registration, the platform operator and the user conclude a contract on the use of the platform. A contract of use is concluded as follows: The User makes an offer to conclude the contract of use by filling out the registration form, entering his/her e-mail address or linking his/her digital wallet and clicking the button with the inscription "Sign in/ Sign on" (or an analogously identical inscription). The platform operator shall accept the usage agreement vis-à-vis the user by sending a corresponding declaration via transmission of a verification code.  

3.2 If first and last name and/or company name are requested during registration, the user undertakes to provide this information truthfully. Furthermore, the user agrees to provide all other information truthfully and completely.

3.3 Registration gives the user access to a user account, which is a prerequisite for obtaining and managing a digital asset.

3.4 A digital asset may not be transferred without the embodied claim. If an embodied claim is transferred without the digital value, the user is obliged to inform the platform owner. The platform owner will then delete the digital value.

3.5 The user can link his user account with his digital wallet. The linking of a digital wallet supported by the respective blockchain used with the user account is a prerequisite for requesting the NFT belonging to the digital value and for receiving NFTs. The use of the wallet is governed by the terms and conditions of the respective third-party provider and is not subject to this Agreement.

3.6 The user can request the conversion of a digital value into an NFT via the platform. The platform operator will convert the digital value into an NFT after requesting the conversion. This does not generally apply insofar as Rewards are concerned.

3.7 If the conversion of a digital value into the corresponding NFT has been requested and executed, a reconversion into a digital value is no longer possible.  

3.8 The user holds the NFT in his digital wallet and can also resell it on the secondary market on other NFT marketplaces.

3.9 The user is obliged to keep the access data (verification code), which he receives with registration, in such a way that it is not accessible to third parties. If the user forgets his verification code or his verification code is used by a third party without authorization, he can receive a new verification code.

3.10 All changes that affect the data provided during registration must be immediately adjusted by the user in his user account.

3.11 Access to and use of a Community is only possible if the End Customer holds a Digital Asset or NFT belonging to the Community on the Platform or in its Digital Wallet linked to the Platform.

3.12 The User is responsible for ensuring that the platform is used exclusively in accordance with applicable law and this User Agreement, in particular that the content made publicly available or disseminated by the User within the scope of the Services (i) does not infringe any third-party rights (e.g. personal rights, rights to one's own image, copyrights, trademark rights, etc.), (ii) does not otherwise violate applicable law (e.g. provisions for the protection of minors or provisions of the Unfair Competition Act) and (iii) is correct in terms of content. Insofar as the content entered, made publicly accessible or disseminated involves personal data of third parties, the user is responsible for ensuring that the persons concerned have consented to the use made by the user or that the use is legally permissible for other reasons.

3.13 If the User violates these Terms of Use, the Platform Operator shall have the right to revoke the property of the Digital Asset as a digitally embodied claim as well as the property of the Reward as a digitally embodied claim and to declare the respective claim invalid.  

3.14 By publishing the content, the user grants the platform operator the worldwide, irrevocable, perpetual, non-exclusive, royalty-free, transferable and sub-licensable right for the purpose of displaying it on the platform.  

3.15 The user can report content of other users that violates applicable law, this user agreement or other community rules to the platform operator at the email address located in the imprint.

3.16 Content that is made publicly available or disseminated although it violates applicable law, this user agreement or any other community rules can be deleted or blocked by the platform operator at any time.

3.17 The user hereby declares that he/she indemnifies the platform operator against all claims, including reasonable costs of legal prosecution and defense, asserted by third parties due to a violation of legal provisions, official orders or contractual obligations (a) through the content that the user enters, makes publicly accessible or otherwise disseminates within the framework of the services or (b) due to his/her other use of the services, unless the user is demonstrably not responsible for the alleged violation of rights or obligations.  

3.18 Additional or deviating rights and obligations of an agency or a brand can be agreed with the platform operator in a separate contractual relationship.

4.1 The platform operator shall make the platform available to the users for use on the basis of the user agreement pursuant to Section 3. Upon conclusion of the contract, the user receives the non-exclusive, non-transferable and non-sublicensable right to use the platform.

4.2 The scope of the platform operator's services includes at least the provision of a technical framework for the use of the communities and the handling of the acquisition and sale of digital assets and NFTs between brands and end customers.

4.3 The platform operator does not adopt the content published by the users as its own. The platform operator assumes no responsibility for the legality, completeness and/or truthfulness of the content published in a community.

4.4 The platform operator is not in a position, nor is it legally obligated, to comprehensively monitor or check the legality of the content published by users or to research circumstances that indicate illegal activity.

4.5 If the platform operator is notified of violations of applicable law, this user agreement or other community rules of the platform, it will immediately review the relevant content and, if the violation is confirmed, block or delete it.

5.1 The Brand and the End Customer are entitled, but not obliged, to enter into contracts for the acquisition or transfer of Digital Assets and NFTs via the Platform.

5.2 The platform operator does not become a contractual partner itself. It merely provides the technical framework and transmits the declarations relevant to the contract. These contracts exclusively entitle and obligate the participating brand and the end customer. The assertion of all rights and obligations resulting from contracts between the brand and the end customer (tax, warranty, etc.) must be asserted by the end customer against the brand.

6.1 The agreement between the platform operator and the user runs for an indefinite period of time, unless expressly agreed otherwise between the parties.

6.2 The Agreement may be terminated at any time by either party in writing, in text form (e.g. by e-mail) or by using the "Delete Account" function (or a mutatis mutandis identical function) in the User Account.

6.3 Even after termination, the provisions of this Agreement shall continue to apply insofar as they govern the legal relationship between the Users in connection with a contract that has already been concluded at the time of termination but has not yet been fully performed by both parties.

6.4 The platform operator is entitled to block a user from using the platform at any time or to terminate the user contract extraordinarily or with due notice if the user uses the platform unlawfully or contrary to the regulations on the use of the platform in section 3.9.

6.5 In the event of termination of the contract, the digital assets will be deleted. This does not affect the existence of the embodied claim. NFTs remain in the user's digital wallet after termination of the contract.

6.6 The right to terminate for cause shall remain unaffected by the above rules.

7.1 Use is free of charge for users who are end customers.All prices displayed for the end customer include the applicable statutoryvalue-added tax.

7.2 For agencies or brands, the regulations agreed in therespective partner contract shall apply with priority.

8.1 The user receives support via e-mail in case of malfunctions on the platform. The support is available on working days between 9:00 am and 5:00 pm (CET).

8.2 The platform operator owes an availability of 98% based on a contractual year. Available means that the use of the platform is possible or impossible for reasons beyond the control and responsibility of the platform operator.

8.3 The platform operator is entitled to carry out maintenance work between 00:00 and 6:00 (CET). Furthermore, the platform operator is entitled to apply urgently required security patches at any time. Non-availability during such maintenance work shall not be taken into account when calculating the contractual availability.

8.4 The Platform Operator is not obliged to establish and maintain an Internet connection between the web server and the User's Internet access point.

The warranty claims of the users are governed by the statutory provisions, unless expressly agreed otherwise. Warranty claims of the end customers resulting from contracts concluded independently or via the platform with Brand shall be asserted against Brand. An assertion against the platform operator is not possible.

If the user is a consumer, i.e. a natural person who makes a contractual declaration for a purpose that cannot be attributed to his or her commercial or self-employed professional activity, the user shall be entitled to a right of revocation upon conclusion of the contract of use in accordance with the statutory provisions.

Cancellation policy
Right of revocation

You have the right to revoke this contract within fourteen days without giving any reason. The withdrawal period is fourteen days from the date of conclusion of the contract. To exercise your right of withdrawal, you must inform Studio3 GmbH, Erni-Singerl-Straße 1, 85053 Ingolstadt [phone number and email address] of your decision to withdraw from this contract by means of a clear declaration (e.g. a letter sent by post or an email). You can use the attached sample cancellation form for this purpose, which is, however, not mandatory. In order to comply with the withdrawal period, it is sufficient that you send the notification of the exercise of the right of withdrawal before the expiry of the withdrawal period.

Consequences of Withdrawal
If you revoke this contract, we shall reimburse you all payments we have received from you, including delivery costs (with the exception of additional costs resulting from the fact that you have chosen a type of delivery other than the most favorable standard delivery offered by us), without undue delay and no later than within fourteen days from the day on which we received the notification of your revocation of this contract. For this repayment, we will use the same means of payment that you used for the original transaction, unless expressly agreed otherwise with you; in no case will you be charged for this repayment.

End of Cancellation Policy
Sample of Cancellation Form

(If you want to cancel the contract, please fill out and return this form).
‍
- To Studio3 GmbH, Erni-Singerl-Straße 1, 85053 Ingolstadt [e-mail]:
- I/we (*) hereby revoke the contract concluded by me/us (*) for the purchase of the following goods (*)/provision of the following service (*).
- Ordered on (*)/received on (*)
- Name of the consumer(s)
- Address of the consumer(s)
- Signature of consumer(s) (only in case of paper communication)
- Date
(*) Delete where inapplicable.

11.1 The European Commission provides an Internet platform for online dispute resolution (ODR platform) of consumer disputes. The platform serves as a contact point for the out-of-court settlement of disputes regarding contractual obligations arising from online sales contracts or online service contracts. The platform can be reached at http://ec.europa.eu/consumers/odr/.

11.2 The platform operator strives to clarify the concerns in a direct exchange with the user and to find an amicable solution. Therefore, he does not participate in dispute resolution proceedings before a consumer arbitration board and is not obliged to do so.

12.1 The platform operator is liable within the scope of this agreement on the merits only for damages (a) which the platform operator or its legal representatives or vicarious agents have caused intentionally or through gross negligence or (b) which have arisen from injury to life, limb or health due to a breach of duty by the platform operator or one of its legal representatives or vicarious agents. The platform operator is also liable (c) if the damage was caused by the breach of an obligation of the platform operator, the fulfillment of which makes the proper execution of this agreement possible in the first place and on the compliance with which the user regularly relies and may rely (cardinal obligation).

12.2 In the cases of paragraph 1 of this section, letters (a) and (b), the platform operator shall be liable to the extent of the statutory scope of liability. Otherwise, the claim for damages shall be limited to the foreseeable damage typical for the contract. The parties agree that a damage of maximum 500 EUR per damage case is contract-typically foreseeable. If the User is threatened with damage that may exceed this amount, the User is obligated to notify the platform operator of this immediately.

12.3 In cases other than those mentioned in paragraph 1, the liability of the platform operator is excluded, regardless of the legal ground.

12.4 The liability provisions in the preceding paragraphs shall also apply to any personal liability of the platform operator's bodies, employees and vicarious agents.

12.5 Insofar as liability under the Product Liability Act, from the assumption of a guarantee or due to fraudulent misrepresentation comes into consideration, it shall remain unaffected by the above liability provisions.

13.1 The platform operator does not accept deviating, conflicting or supplementary general terms and conditions. This also applies if he does not expressly object to the inclusion.

13.2 All contracts between the platform operator and the user, as well as between the users themselves, can only be concluded in German. The contract texts are not stored by the platform operator. The contract texts will be sent to the user once upon conclusion of the contract or made available for download before conclusion of the contract.

13.3 German law shall apply to the exclusion of the provisions of international private law and the UN Convention on Contracts for the International Sale of Goods. If the user is a consumer within the meaning of § 13 BGB (German Civil Code), he may invoke more favorable provisions of the law of his place of residence, notwithstanding this choice of law clause.

13.4 For all disputes arising from or in connection with this agreement (including those concerning its validity), the courts in Munich shall have exclusive jurisdiction in the first instance, provided that the user is a merchant or a legal entity under public law.

13.5 The platform operator is entitled to change the GTC, provided that the changes are reasonable for the user. The User shall be notified of any amendments to the GTC in writing, by e-mail or in any other suitable manner at least six weeks before the amended GTC come into effect. The amendments shall be deemed to have been approved and to be binding for an existing contractual relationship when they come into force if the User does not object to them either in writing or by e-mail within one month of receipt of the notification of amendment. This consequence will be pointed out to the user in the notification of change.

13.6 Amendments and supplements to this agreement as well as a waiver of a right arising from this agreement must be made in writing or text form in order to be effective. This also applies to the waiver of the written or text form requirement.

13.7 Should any provision of this agreement be invalid or unenforceable in whole or in part, or subsequently lose its validity or enforceability, or should a loophole be found, this shall not affect the validity of the remaining provisions. In place of the invalid or unenforceable provision or in order to fill the loophole, the parties undertake to agree on an appropriate provision which, insofar as is legally permissible, comes as close as possible to what the parties intended or would have intended in accordance with the meaning and purpose of the agreement if they had known of the invalidity or loophole. If the invalidity or impracticability of a provision is based on a measure of performance or time (deadline or date) stipulated therein, the legally permissible measure that comes closest to the provision shall be agreed. It is the express intention of the parties that this paragraph does not result in a mere reversal of the burden of proof, but that Section 139 of the German Civil Code is waived in its entirety.

15.04.2024