PURCHASE AGREEMENT ON COLLECTIBLES
This purchase agreement on Collectibles and Sub-Collectibles (as defined below) ("Agreement") is entered into via M3TA Collective GmbH’s Homepage (as defined below) between M3TA Collective GmbH, Bismarckstr. 57, 45128 Essen ("Seller") and a user who submits an offer to purchase a Collectible and/or a Sub-Collectible ("Buyer"). The General Terms and Conditions ("GTC") available below to this Agreement, however, in the event of any contradictions, this Agreement will prevail.
1. DEFINITIONS
1.1 "Exercise Right" means a right represented by a Sub-Collectible (as defined below) or further rights that the Buyer may exercise (for example, access to events, purchase of exclusive fashion items) or take part in a raffle, as described on M3TA’s Homepage.
1.2 "Blockchain" means the blockchain or similar technology designated on M3TA’s Homepage for the particular Collectible or Sub-Collectible offered.
1.3 "Owner of the Token" means the person who can dispose of the Token by means of a corresponding Cryptographic Key (as defined below) and who is at the same time economically entitled to dispose of this Token.
1.4 "Purchase Price" means the price to be paid by the Buyer to the Seller for obtaining a Collectible and/or Sub-Collectible.
1.5 "Medium" (plural "Media") means a medium represented by a Collectible, for example a graphic, 3D object or a video, as described on M3TA’s Homepage.
1.6 "M3TA's Homepage" means M3TA Collective GmbH’s official homepage which can be found on https://mooncourt.xyz/.
1.7 "Collectible" means the Non-Fungible Token purchasable on M3TA’s Homepage that is not a Sub-Collectible and the contractual rights in the Medium represented by the Token.
1.8 "Sub-Collectible" means a Token purchasable on M3TA’s Homepage in addition to a particular Collectible and the Exercise Right represented by that Token.
1.9 "Token" means the contractual, unique and transferable token on the Blockchain.
1.10 "Consumer" means any natural person who enters into a legal transaction for purposes that are predominantly neither commercial nor self-employed.
1.11 “Mooncourt Booster Packs” means the digital booster pack which the Buyer can purchase without knowing the exact Collectibles inside the Pack which will be released by the Seller on a specific Date and transferred to the Buyers Wallet.
1.12 "Voucher" means a personal, unique electronic Voucher code sent to the Buyer by the Seller by email, which can be redeemed at a defined time by the Buyer with the Seller on M3TA’s Homepage for the transfer of a Collectible.
1.13 “Airdrop” means sending Collectibles to the Consumer´s wallet for free. Sending Airdrops to Consumers for free is in the sole discretion of the Seller.
1.14 “Raffle” means the provision of numbered tickets or Collectibles, which are subsequently drawn at random, the holder or holders of such tickets or Collectible winning a prize.
2. CONCLUSION OF AGREEMENT ON COLLECTIBLES
2.1 The Seller provides Voucher, Collectibles, Mooncourt Booster Packs or Airdrops for sale or for free on M3TA’s Homepage. The Collectible 's presentation on M3TA’s Homepage does not constitute a binding offer by the Seller to conclude a purchase agreement, but merely an invitation to submit a binding offer by the Buyer.
2.2 The Buyer can make a binding offer to purchase a Voucher, Collectible or Mooncourt Booster Packs on M3TA’s Homepage by truthfully providing all data requested on M3TA’s Homepage, using his/her wallet on M3TA’s Homepage in accordance with section 2.4 and finally clicking the "Buy now" button.
2.3 The Seller accepts the Buyer's offer by transferring the Collectible or Mooncourt Booster Packs to the Buyer's wallet address (Mooncourt Booster Packs are only visible in the Wallet but not on the Blockchain), conditional upon the payment of the Purchase Price in accordance with section 4. Upon acceptance by the Seller and payment of the Purchase Price, the Agreement on the Voucher, Collectible or Mooncourt Booster Packs will be concluded.
2.4 In order to receive a Voucher, Collectibles, Mooncourt Booster Packs or Airdrops, the Buyer is required to use a wallet in accordance with section 5.
2.5 Immediately after payment of the Purchase Price by the Buyer in accordance with section 2.3, the Seller will send the Voucher or transfer the Collectible to the Buyer's wallet address in accordance with section 2.4.
2.6 If the Seller rejects the Buyer's offer or if the Buyer withdraws his/her offer prior to the Seller's acceptance, the Seller will return to the Buyer the Purchase Price paid by him/her via the payment method chosen by him/her within 14 days.
2.7 The Seller's offer is only directed at Consumers who have reached the age of 18.
2.8 Terms and conditions of each Raffle will be defined at M3TA’s Homepage.
3. CONCLUSION OF AGREEMENT ON SUB-COLLECTIBLES
3.1 In addition to a Collectible, the Seller may provide Sub-Collectibles for sale on M3TA’s Homepage.
3.2 If the Seller provides Sub-Collectible for sale, Sub-Collectibles can be purchased by the Buyer together with a Collectible. The Sub-Collectibles pertaining to a Collectible are displayed with the Collectible on M3TA’s Homepage. The Sub-Collectible's presentation on M3TA’s Homepage does not constitute a binding offer by the Seller to conclude a purchase agreement, but merely an invitation to submit a binding offer by the Buyer.
3.3 The Buyer can make a binding offer to purchase a Sub-Collectible via the offer page on M3TA’s Homepage by truthfully providing all data requested on M3TA’s Homepage, using his/her wallet in accordance with section 3.7 on M3TA’s Homepage and finally clicking the "Buy now" button.
3.4 If the Purchase Price for a Sub-Collectible is already to be paid together with the purchase of the Collectible, this will be communicated to the Buyer on M3TA’s Homepage before he/she submits a binding offer in accordance with section 3.3.
3.5 If the Buyer only receives an option right to purchase the Sub-Collectible with the selection of the Sub-Collectible when purchasing the associated Collectible, the Buyer only makes a binding offer when the Buyer, taking into account the requirements under section 3.3, again clicks the "Buy now" button on M3TA’s Homepage to purchase the Sub-Collectible.
3.6 The Seller accepts the Buyer's offer by transferring the Sub-Collectible to the Buyer's wallet address, conditional upon the payment of the Purchase Price in accordance with section 4. Upon acceptance by the Seller and payment of the Purchase Price, the Agreement on the Sub-Collectible will be concluded.
3.7 In order to receive a Sub-Collectible, the Buyer is required to use a wallet in accordance with section 5 created by the Seller and provided to the Buyer on M3TA’s Homepage.
3.8 Immediately after payment of the Purchase Price by the Buyer for a Sub-Collectible in accordance with section 3.4 or 3.5, the Seller will transfer the Sub-Collectible to the Buyer's wallet address in accordance with section 3.7.
3.9 Section 2.5, section 2.6 and section 2.7 apply accordingly to Sub-Collectibles.
4. PURCHASE PRICE
4.1 The Buyer is required to pay the agreed Purchase Price. Payment of the Purchase Price will be made in Ether (the Cryptocurrency of Ethereum) in accordance with the offer description. Unless otherwise stated, the Purchase Price will include the respective legally applicable value added tax on the Purchase Price and will become due upon submission of the offer by the Buyer.
4.2 For the possible implementation of the special taxation procedure in accordance with section 18j German Value Added Tax Act (UStG), the Buyer is required, when submitting the offer,
4.2.1 to inform the Seller whether he/she is an entrepreneur within the meaning of section 2 (1) German Value Added Tax Act (UStG) and is purchasing the Collectible or Sub-Collectible for his/her business,
4.2.2 to provide the Seller with his/her full name, and
4.2.3 to provide the Seller with the full address of his/her place of residence, habitual abode or registered office.
5. WALLET
5.1 The Seller transfers the purchased Collectible and the purchased Sub-Collectible to the Buyer's wallet address. The wallet contains cryptographic keys with which the Buyer can dispose of his/her Collectibles or Sub-Collectibles ("Cryptographic Keys"). The Seller can only read publicly accessible Cryptographic Keys ("Public Keys"). The Seller has no access to the private Cryptographic Keys ("Private Keys").
5.2 The management of the Private Keys and the disposal of a Collectible or a Sub-Collectible after transfer to the wallet address of the Buyer are not part of the performance of the Seller and are solely the responsibility of the Buyer.
5.3 The Buyer will ensure that he/she treats the wallet, associated passwords and access data, Private Keys and any recovery identifiers (seeds) (together and individually the "Wallet Access Data"), confidentially and that the Wallet Access Data, insofar as he/she has access to it, is secured against access by third parties by means of appropriate technical and organizational measures. The Buyer is aware that any person who has access to Wallet Access Data may misuse the wallet under his/her 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 to the extent possible, especially if it is a password.
5.4 The Buyer is aware that he/she is solely responsible for the control of his/her Wallet Access Data and that the loss of control may result in the Buyer losing ownership of the relevant Tokens and at the same time no longer being economically entitled to dispose of such Tokens.
5.5 The Buyer understands that the Seller cannot restore access to Collectibles or Sub-Collectibles if the Buyer loses the Wallet Access Data or third parties have disposed of Collectibles or Sub-Collectibles.
6. RIGHTS OF USE OF THE MEDIUM
6.1 The Seller hereby irrevocably grants to the Buyer, limited in time to the period during which he/she is the Owner of the Token and subject to the condition precedent of payment of the Purchase Price in accordance with section 4, the worldwide, non-sublicensable, non-exclusive and non-transferable right of use of the Medium in connection with the Collectible;
6.1.1 to be used and displayed for private, non-commercial and non-public purposes;
6.1.2 for Secondary Sale (as defined below) in accordance with section 9 on third-party platforms that may be available, provided that they make the display of the Medium conditional upon a positive cryptographic verification of the Seller as the Owner of the Token, if and to the extent that such a Secondary Sale (as defined below) has been expressly permitted by the Seller previously on M3TA’s Homepage in relation to the respective Collectible;
6.1.3 to be displayed on third-party websites, provided that they make the display of the Medium conditional on a positive cryptographic verification of the Seller as the Owner of the Token.
6.2 The Buyer accepts all the above grants of rights.
7. EXERCISE RIGHTS AND THEIR VALIDITY
7.1 The Seller hereby irrevocably grants to the Buyer, limited in time to the period during which he/she is the Owner of the Token and subject to the condition precedent of payment of the Purchase Price in accordance with section 4, with a Collectible or Sub-Collectible or other possibilities defined by the Seller (e.g., utilities) the Exercise Right assigned to it in accordance with the offer description on M3TA’s Homepage. The Buyer accepts the grant of this right. If the Exercise Right is subject to a time limit in accordance with the offer description of the Collectible or Sub-Collectible on M3TA’s Homepage, then this time limit is decisive for the existence of the Exercise Right.
7.2 The Exercise Right can be exercised via M3ta’s Homepage.
7.3 The Exercise Right represented by a Collectible or Sub-Collectible or other possibilities defined by the Seller may only be exercised once, unless the offer description on M3TA’s Homepage indicates that the Exercise Right may be exercised repeatedly or for a certain period of time.
7.4 The Seller reserves the right to change the Exercise Right represented by the Collectible or Sub-Collectible or other possibilities defined by the Seller if the Buyer agrees or if this is necessary and reasonable for the Buyer, in particular if the Exercise Right can be redeemed at another, comparable location. If the Buyer does not agree to the change vis-à-vis the Seller or if the change is not necessary or is unreasonable for the Buyer pursuant to section 7.4 sentence 1, the Seller will repay to the Buyer the Purchase Price for the Sub-Collectible or other possibilities defined by the Seller in accordance with the payment method used by the Buyer; in the case of an Exercise Right that has already been partially exercised, the Seller will be repay pro rata for the period in which the right cannot be exercised further.
8. SECONDARY SALE; REVENUE SHARE
8.1 The rights of use under section 6.1 and Exercise Rights under section 7.1 are not transferable. If the Buyer transfers the Collectibles or the Sub-Collectibles to a third party ("Secondary Sale"), the rights of use to the Medium granted in accordance with section 6.1 will expire in the event of a Secondary Sale of a Collectible and the Exercise Right of the Buyer granted in accordance with section 7.1 will expire in the event of a Secondary Sale of a Collectible or Sub-Collectible.
8.2 The Seller grants to each buyer of the Collectible and to every buyer of a Sub-Collectible as well as to each subsequent buyer in the chain of sale of the respective Token ("Secondary Buyer") the rights of use pursuant to section 6.1 and, except in the case of an exercise or expiry of the Exercise Right, the Exercise Right pursuant to section 7.1 limited in time to the period during which this Secondary Buyer is the Owner of the Token and subject to the condition precedent of payment of the Revenue Share pursuant to section 8.3. The Secondary Buyer of a Collectible accepts the granting of all rights by claiming and exercising the rights of use represented in the Collectible (e.g. by using the Medium) and the Secondary Buyer of a Sub-Collectible accepts the granting of all rights by claiming and exercising the Exercise Right represented by the Sub-Collectible. The Seller waives receipt of the acceptance. Regardless of this acceptance, the Seller permits the use in accordance with section 6 and section 7.
8.3 In case of a Secondary Sale according to section 8.1, the Secondary Buyer pays 5% of the respective Purchase Price for the Mooncourt Booster Pack collection and 4% for the Mooncourt Ballers Collection, in each case 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 percentage of the Purchase price is paid by the Secondary Buyer to the previous owner of the Collectible as seller of the Collectible ("Reseller"), including applicable VAT. The smart contract underlying the Collectible may execute both payments automatically as soon as the Secondary Buyer has transferred the purchase price to this smart contract. This section 8.3 applies accordingly to the Secondary Sale of a Sub-Collectible.
8.4 A Secondary Sale is not part of the performance of the Seller and is the sole responsibility of the Reseller; in particular, a Secondary Sale via M3TA’s Homepage is not provided by the Seller. However, the Seller may, at its sole and free discretion, enable a Secondary Sale via M3TA’s Homepage in the future. 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.
9. RESTRICTIONS ON THE RIGHTS OF USE AND EXERCISE RIGHTS
9.1 In addition to the rights in section 6, with a Collectible, an Exercise Right pursuant to section 7 will only be granted to the owner of the Collectible if this is clearly stated in the respective Collectible and Sub-Collectible description of the Seller on M3TA’s Homepage.
9.2 The granting of the rights of use pursuant to section 6 as well as the Exercise Right pursuant to section 7 are subject to the resolutory condition that the owner of the Collectible and the owner of the Sub-Collectible do not comply with the provisions of section 17 (Anti-Money Laundering).
9.3 The granting of the rights of use pursuant to section 6 as well as the Exercise Right pursuant to section 7 are subject to the condition precedent that the owner of the Collectible has lawfully acquired the Collectible, and in the case of Exercise Rights, the associated Sub-Collectible. A lawful acquisition of the Collectible and the Sub-Collectible is not present, in particular, but not limited to, 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, (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 reissue the Token to the rightful owner of the rights to the Medium or the Exercise Rights.
9.4 Except for the Secondary Sale of the Collectible in accordance with section 8, the owner of the Collectible will not be entitled, directly or indirectly, without the prior written consent of the Seller:
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 Collectible. The owner of the 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 Collectible;
e) to use the 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 mate-rial 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.
9.5 Section 9.4 applies accordingly to Sub-Collectibles and the Exercise Right represented by a Sub-Collectible.
10. CONNECTION OF TOKENS AND RIGHTS TO THE MEDIUM
10.1 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").
10.2 The Buyer's offer to a third party to sell the Collectibles or Sub-Collectibles 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.
10.3 The Buyer is required to try to inform the Secondary Buyer of the contents of this Agreement and to try to obtain his/her express declaration of the Assumption of the Agreement. This obligation will not affect the validity of an Assumption of Agreement by the Secondary Buyer.
10.4 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 is the Owner of the Token.
10.5 With the Assumption of Agreement by the Secondary Buyer, the Buyer assigns all his/her claims against the Seller arising from the Agreement to the Secondary Buyer, which the Secondary Buyer accepts.
11. INVALIDATION OF A TOKEN IN CASE OF MISUSE
If there is a reasonable suspicion that the Buyer has breached his/her 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 withhold performances under this Agreement and/or terminate this Agreement in full or partially. 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.
12. LIABILITY
12.3 In any case of simple negligence each Party is liable for the breach of a contractual obligation which gives distinction to the Agreement and on which the other Party may rely on (essential obligation) and limited to the typical and foreseeable damage only; this exception does not apply to culpable damage to life, body or health nor in cases of mandatory liability including without limitation liability under the Product Liability Act, liability under the GDPR or fraudulent concealment of a defect.
12.4 The Seller will not assume any warranty rights in relation to a Secondary Buyer unless these have been contractually agreed. The seller does not give any guarantees.
13. 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
M3TA Collective GmbH, Bismarckstr. 57 , 45128 Essen
E-mail: [email protected]
of your decision to withdraw from this contract by an unequivocal statement (e.g. a letter sent by post 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
(complete and return this form only if you wish to withdraw from the contract)
– To
M3ta Collective GmbH
Bismarckstr. 57
45128 Essen
E-mail: [email protected]
– I/We (*) hereby give notice that I/We (*) withdraw from my/our (*) contract of sale of the following goods (*)/for the provision of the following service (*),
– 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.
14. EXPIRY OF THE RIGHT OF WITHDRAWAL FOR DIGITAL CONTENT
The right of withdrawal will expire in the case of a contract of sale of a Collectible and a contract of sale of a Sub-Collectible as digital content if the Buyer has expressly consented to the Seller beginning with the performance of the contract prior to expiry of the withdrawal period, the Buyer has acknowledged that by his/her consent, he/she will lose the right to withdraw from the contract upon the performance of the contract having commenced and the Seller confirms this to the Buyer.
15. EXCEPTION TO THE RIGHT OF WITHDRAWAL FOR NON-PREFABRICATED GOODS
There is no right of withdrawal in contracts for the delivery of goods which are not prefabricated and are based on an individual choice of or decision by the Consumer or goods made to the Consumer's specifications or clearly personalised.
16. RISK INFORMATION AND CONFIRMATION OF KNOWLEDGE
16.1 The Buyer is aware that the Collectible has no fixed value and that the price paid for the Collectible is not indicative of the value of the Collectible and its future performance. The value of the Collectible may be subject to significant price fluctuations based on various unforeseeable developments. There is a possibility that the Collectible 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.
16.2 The Buyer is aware that the Seller does not offer any option of Secondary Sale and has no influence on whether third parties offer an option of Secondary Sale. Therefore, it could be the case that the Buyer will never be able to resell the Collectible.
16.3 The Buyer confirms that he/she has sufficient knowledge of the blockchain technology and knows how to secure his/her wallet. He/She will not transfer the Collectible to Secondary Buyers where he/she has reasonable doubts that this is the case with the Secondary Buyers, to deal with the associated risks before the purchase and confirms his/her knowledge of the risk information available at www.mooncourt.xyz
16.4 Section 16 applies accordingly to Sub-Collectible.
17. ANTI-MONEY LAUNDERING
17.1 The Buyer warrants (i) that the Collectible or Sub-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, (ii) that the Buyer will not use any proceeds of criminal or illegal acts, and (iii) that no transactions with the Collectible or Sub-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.
17.2 The Buyer represents and warrants that, as of the date of this Agreement, no criminal or regulatory investigation is pending against the Buyer, any affiliate of the Buyer, any officer or shareholder of the Buyer in connection with Buyer's business activities.
17.3 The Buyer warrants that, upon conclusion of the Agreement,
17.3.1 he/she is not included on a sanctions list of the United Nations, the European Union or the Federal Republic of Germany;
17.3.2 he/she 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 17.3.1.
17.4 Should any of the events referred to in section 17.3 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 Collectible and the Sub-Collectible.
17.5 The Buyer confirms that he/she is acting exclusively in his/her own economic interest.
18. DISPUTE RESOLUTION
18.1 In accordance with Art. 14 (1) of Regulation (EU) No. 524/2013 on Online Dispute Resolution (ODR Regulation), the Seller is legally required 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/. The Buyer can reach this at http://ec.eoropa.eu/consumers/odr/.
18.2 The Seller does not participate in dispute resolution proceedings before a consumer arbitration board and is not required to do so.
19. MISCELLANEOUS
19.1 The Agreement as well as its interpretation as well as all non-contractual obligations in connection with it will be governed by German substantive law. The application of the UN Convention on Contracts for the International Sale of Goods (CISG) is excluded.
19.2 The exclusive place of jurisdiction for all disputes arising from and in connection with this Agreement, including its validity, shall be München.
19.3 Should one or more provisions of this Agreement 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 Agreement. In place of any Standard Terms of Business (Allgemeine Geschäftsbedingungen) which are invalid or not incorporated in the Agreement the statutory provisions shall apply (§ 306 (2) of the German Civil Code (BGB)). In all other cases, the parties shall agree a valid provision to replace the invalid or unenforceable provision which reflects as closely as possible the original economic purpose, provided a supplementary interpretation of the Agreement (ergänzende Vertragsauslegung) does not have precedence or is not possible. The same applies in case of lacunas.
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GENERAL TERMS AND CONDITIONS FOR USING M3TA’S HOMEPAGE
1. SCOPE
These General Terms and Conditions (“GTC”) of M3TA Collective GmbH, Bismarckstr. 57, 45128 Essen ("M3TA") apply to the use of M3TA’s Homepage (“M3TA’s Homepage”) as well as to all the Services in connection with M3TA’s Homepage (M3TA’s Homepage and the Service offered on connection with M3TA’s Homepage are collectively referred to as “Services”.
2. DEFINITIONS
In these GTC, the following terms will have the meanings ascribed to them here, except where set forth otherwise.
2.1 "Blockchain" means the blockchain or comparable technology named in the project for the particular Token offered.
2.2 "Creator" means third parties related to a Medium, such as holders of the rights (e.g., sports clubs and associations, as well as athletes).
2.3 "Medium " means the Medium associated with the COLLECTIBLE, for example graphics, a 3D object, or a video.
2.4 "Token" means the contractual, unique, and transferable Token in the Blockchain.
2.5 "Wallet" means software that enables a User to manage their Private Keys (as defined below) and thereby dispose of Tokens.
3. USE OF M3TA’S HOMEPAGE
3.1 The use of M3TA’s Homepage is exclusively permitted to natural persons who do not have a commercial profit-making motive (gewerbsmäßige Gewinnerzielungsabsicht) through the use of M3TA’s Homepage, the acquisition, the sale, or any other use of Tokens ("User").
3.2 A requirement for the use of the Services is that the User has an computer or similar end device that corresponds to the current state-of-the-art technology and meets the minimum requirement to enter M3TA’s Homepage. Furthermore, the use of the Services requires that the User has an internet connection that provides a sufficient data transfer rate as well as sufficient storage space on the User's end device, e.g., for downloading and watching videos.
3.3 Provided it is not deemed unreasonable for the User, M3TA reserves the right to adapt the Services to market conditions and to continuously improve, expand, change, and delete all or part of the Services.
4. REGISTRATION
4.1 M3Ta’s offer is only available to Users who have reached the age of 18.
4.2 The requirement for the use of M3TA’s Homepage is that the User registers with the mandatory details stated on M3TA’s Homepage, in particular with their email address and a password of their own choice. Registration is free. All data must be complete and correct.
5. WALLET
5.1 For the acquisition, sale and otherwise potential use of Tokens, each User needs a Wallet. The Wallet is controlled by the Buyer.
5.2 The Tokens are transferred to the Wallet of the respective Buyer. The Wallet contains a cryptographic key with which the User can dispose of the Tokens ("Private Key"). Neither the Creator nor M3TA have access to the Private Key.
5.3 The User must ensure that the Wallet, any associated passwords, the Private Key, and any recovery identifiers (seeds) (together "Wallet Access Data") are secured against access by third parties by means of the appropriate technical and organisational measures. The User is aware that any person who is in possession of the password for their Wallet may misuse the Wallet under their name. In particular, in order to protect the password, the User must not store it electronically in an unsecured manner and must prevent it from being spied on when entering the password. If the User discovers that another person has knowledge of their password or if the User suspects this, they must change the password without undue delay.
5.4 The User is aware that they are solely responsible for the control of their Wallet and that the loss of control of the Wallet may result in the need for a new registration on M3TA’s Homepage, that the rights to a Token can no longer be proven and that Tokens can no longer be disposed of. M3TA has no responsibility whatsoever for the Wallet and cannot recover lost Wallet credentials.
6. OBLIGATIONS OF THE USER
6.1 The User is obliged to use the Services properly and to only use them in accordance with the applicable law of the country in which M3TA’s Homepage is entered onto or used, and in particular, to
6.1.1 treat their access data to M3TA’s Homepage, as well as the Wallet Access Data, confidentially, not to pass this information on or disclose it to third parties (in particular other persons within their organisation or company) and to protect this information from intentional or accidental communication by third parties. Third parties must not be allowed to use the access data. The User guarantees that they will not allow third parties unauthorised use of this access data;
6.1.2 inform M3TA without undue delay if the User has reason to believe that third parties have gained knowledge of their access data, or if there are other indicators of unauthorised use of their access data;
6.1.3 not take any action aimed at circumventing technical protection measures on M3TA’s Homepage and to refrain from any form of unauthorised use of the Services, in particular attempts to overcome or circumvent M3TA’s Homepage security mechanisms or otherwise disable them, to use computer programs that enable the automatic reading of data, and to use/insert and/or disseminate viruses, worms, trojans, brute force attacks, spams or links, programs or procedures that are likely to harm M3TA’s Homepage and/or other Users;
6.1.4 take all necessary and reasonable steps to prevent or limit any damage caused by the use of the Services;
6.1.5 be respectful and courteous, to respect the opinions of others, not to be defamatory, threatening, intimidating, and not to use harassing, racist, immoral, abusive, insulting, or offensive behaviour;
6.1.6 not to use any materials (e.g., texts, pictures, films, video clips) or to disseminate any information that
6.1.6.1 have criminal content;
6.1.6.2 constitute hatred, intolerance, violence, discrimination, or any other form of disregard for the rights of third parties or otherwise violate the rights of third parties, in particular no offensive or derogatory material relating to gender, race, religion, skin colour, origin, age, physical or mental disability, medical condition or sexual orientation;
6.1.6.3 infringe the rights of third parties (in particular copyrights, publication rights, patents, trademarks, service marks, trade names, trade secrets or other intellectual property rights);
6.1.6.4 are associated with gambling activities;
6.1.6.5 violate a person's privacy;
6.1.6.6 are otherwise unlawful or unreasonable.
6.1.7 not disseminate any mass or promotional messages or marketing or advertising activities through M3TA’s Homepage unless expressly permitted in writing by M3TA.
6.2 The User will notify M3TA without undue delay upon becoming aware of any User Content (as defined below) or activity by a User on M3TA’s Homepage that breaches clause 6.1.
6.3 The User is aware that any User Content (as defined below) will be published within M3TA’s Homepage and will, therefore, be viewable by third parties.
6.4 Any breach of this clause may result in immediate exclusion from using M3TA’s Homepage and the institution of civil and criminal proceedings and claims for damages by M3TA against the User.
7. GRANTING OF RIGHTS
7.1 If the User provides content, in particular text, images or videos ("User Content") within M3TA’s Homepage, the User grants M3TA free of charge at the time of providing the User Content – and M3TA accepts this – the non-exclusive, transferable and sub-licensable right, unlimited in terms of time, space and content, to realise the User Content for the purposes of the functions provided on M3TA’s Homepage, in particular, to make it accessible to other Users on M3TA’s Homepage and to the public, as well as to store, reproduce and edit it if necessary.
7.2 The User confirms and assures that they are entitled to grant M3TA the abovementioned rights and that User Content does not infringe the rights of third parties, any statutory provisions, or principles of morality (e.g., through its content, visual design or intended use).
8. PROVISION OF SERVICES; MAINTENANCE AND SERVICE
8.1 The Services are provided free of charge, unless it is expressly stipulated on M3TA’s Homepage that a Service is only provided in individual cases against payment of a fee, which can either be in euros, another national currency or in Tokens approved for this purpose by M3TA.
8.2 The User's right to use the Services is unlimited.
8.3 M3TA reserves the right to technically provide marketplaces, which are sometimes Creator-specific, operated by M3TA or a Creator, and through which Creator-specific Tokens can be issued to Users and resold to other Users.
8.4 The User acknowledges that all enhancements provided by M3TA are the sole property of M3TA, even if they are the result of feature requests or bug reports from Users.
8.5 M3TA will facilitate the use of M3TA’s Homepage within the current state-of-the-art technology and endeavour to ensure the greatest possible availability. M3TA reserves the right to temporarily restrict access to M3TA’s Homepage or the ability to use it, in whole or in part, if this is necessary due to capacity limits or the security or integrity of the servers, or in order to carry out technical measures that serve the proper provision of the Services or improvement (e.g., for maintenance work). Where possible, M3TA will perform maintenance on M3TA’s Homepage during the hours after 8pm and before 8am German time.
9. WARRANTY AND LIABILITY
9.1 M3TA gives no guarantees and assumes no warranties with respect to M3TA’s Homepage. Any such promises by M3TA employees are invalid.
9.2 M3TA is not liable for deviations from the agreed quality of M3TA’s Homepage and for any conflicting rights based on use which are in breach of contract or for any unauthorised modifications made by the User or third parties.
9.3 In any case of simple negligence each party is liable for the breach of a contractual obligation which gives distinction to the Homepage Contract and on which the User may rely on (essential obligation) and limited to the typical and foreseeable damage only. Sentence 1 does not apply to culpable damage to life, body or health nor in cases of mandatory liability including without limitation liability for cases in which a procurement risk or a guarantee for damages has been assumed, indemnification obligations, liability under the Product Liability Act, liability under the GDPR or where a defect is fraudulently concealed. Subject to liability for intent, liability for indirect loss is excluded.
9.4 Claims for damages against M3TA pursuant to clause 9.3 sentence 1 will become time-barred two years after they have arisen unless a case of clause 9.3 sentence 2 exists. If a defect has become apparent within the limitation period, the limitation period shall not commence before the expiry of four months after the date on which the defect first became apparent.
9.5 The liability of the parties pursuant to clause 9.3 sentence 1 is limited to a total of EUR 100,000 for all losses incurred.
10. INDEMNITY
The User undertakes to fully indemnify M3TA against any claims made by third parties based on an infringement of rights attributable to the User, unless the User can prove that they are not responsible for the breach of duty causing the damage.
11. DATA PROTECTION
The privacy notices of M3TA can be found at https://mooncourt.xyz/privacy ; they are not the subject of this contract.
12. CHANGES TO THESE GTC
Changes to these GTC will be notified to the User either via M3TA’s Homepage or by email to the User's email address on file with M3TA. The User can agree or disagree with the changes. Provided the proposed changes do not affect the main contractual obligations or charges for these main service obligations, the User's consent to the changes to the GTC is deemed to have been given if M3TA has offered the changes to the User at least two months before the date on which they take effect, and the User has not objected to the changes within this period. M3TA will draw the User's attention to this separately in an announcement of the changes to the GTC. Changes to the main contractual obligations require the express consent of the User to become effective.
13. MISCELLANEOUS
13.1 The Contract reflects the agreements made between the parties in full; no ancillary agreements have been made. All Services and offers of M3TA in connection with the project are provided exclusively based on this Contract.
13.2 The Contract and its interpretation, as well as all non-contractual obligations in connection with it are subject to German law. The UN Convention on Contracts for the International Sale of Goods (CISG) is excluded.
13.3 The Contract is subject to the jurisdiction of the courts in Germany unless any statutory national consumer protection provisions in the country in which the User is domiciled or habitually resident prevail in their favour. If the User moves their domicile or habitual residence outside the area of application of German law after concluding the contract, or their domicile or habitual residence is not known at the time legal action is brought, the Munich Regional Court will have jurisdiction.
13.4 Should individual provisions in this contract be or become void or invalid in whole or in part, this will not affect the validity of the other provisions. The provisions of statutory law (section 306 (2) German Civil Code (BGB)) will apply instead of any standard business terms that are not included or are invalid. In all other respects, the parties will agree on a valid provision to replace the void or invalid provision which comes as close as possible to the void or invalid provision, provided that supplementary interpretation of the contract does not take precedence or is possible. The same applies in the event of an omission.
13.5 The European Commission has set up a European Online Dispute Resolution (ODR) platform at http://ec.europa.eu/consumers/odr/. M3TA does not participate in dispute resolution proceedings with any dispute resolution body.
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