TERMS AND CONDITIONS

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OneFootball Club x BASE: Community Mint

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For the purposes of these terms and conditions, "OneFootball" shall mean OneFootball GmbH located at Greifswalder Straße 212, 10405 Berlin, Germany, together with each of its subsidiaries including, without limitation, OneFootball Capital GmbH. These terms and conditions ("T&Cs") apply to the purchase of the “OneFootball Club Launch” Open Edition NFT by the contracting party ("You") from OneFootball held at https://wallet.coinbase.com/nft/mint/onefootballclub and on https://club.onefootball.com/join by OneFootball starting on the 5th of October 2024 ("Event").


  1. Definitions

In these T&Cs the following terms have the meanings ascribed to them herein:

"Artwork" means a digital artwork created for the Event, as referred to in the NFT;

"Blockchain" means the Ethereum mainnet and layer 2 blockchain;

"License" means the license terms applicable to the Artwork and as referenced on the Minting Site or linked in the metadata of the respective Token and published on the Website as "Terms and Conditions for NFT";

"Minting Site" means the third-party website under the URL https://wallet.coinbase.com/nft/mint/onefootballclub which is operated by Coinbase Technologies Inc. and under the URL https://club.onefootball.com/join which is operated by OneFootball, and on both of which You can purchase the NFT;

"NFT" means each individual Token together with the rights of use in the Artwork represented by the Token under the Licence and any other rights granted to the holder of the Token;

"Token" means the contractual, unique and transferable token on the Blockchain in accordance with the ERC-1155 standard;

Wallet" means a piece of software, a piece of hardware or another system for storing cryptographic keys (as defined below) that can be used to store, manage and/or dispose of Tokens; "Wallet Address" means the public address of a Wallet;

Website" means the website https://www.onefootballclub.com/tcs operated by OneFootball on which You can review all applicable terms and conditions.



  1. CONCLUSION OF THE PURCHASE AGREEMENT.

2.1 For a limited period of time as indicated on the Minting Site, OneFootball presents a certain contingent of NFTs, which can be purchased by users against payment of the purchase price as set forth on the Minting Site ("Purchase Price"). The presentation of the NFTs by OneFootball does not constitute a binding offer to conclude a purchase agreement, but merely an invitation to You to submit a binding offer. Such a binding offer is depending on You truthfully providing all the data requested on the Minting Site, in particular Your Wallet Address, and a) clicking the "Buy Token" button or b) transferring the Purchase Price in accordance with section 2.4. The OneFootball offer is only directed at persons who have reached the respective minimum legal age of the relevant jurisdiction.

2.2 After clicking the button referred to in section 2.1 and thereby submitting Your offer, You have reserved an NFT for the limited period of 30 minutes or as otherwise indicated on the Minting Site. During this period, You have the opportunity to pay the Purchase Price. If the Purchase Price is not paid within this period, OneFootball shall have the right to and may cancel the purchase process. In this case, You can initiate the purchase process again by submitting a new offer subject to section 2.1 above.

2.3 External transaction fees imposed by the Blockchain (so-called "Transaction Fees") can incur. These are costs associated with the allocation of the Token and its modification on the Blockchain and cannot be influenced by OneFootball. They can only be determined immediately prior to the purchase of an NFT and should be communicated in the purchase process in Your Wallet. OneFootball has no obligation to calculate or display the Transaction Fees. You need to pay the Transaction Fees in addition to the Purchase Price, but OneFootball only receives the Purchase Price.

2.4 Unless otherwise stated on the Minting Site, the payment of the Purchase Price shall be made in ETH or EUR and includes the applicable statutory value added tax. You need to make the payment of the Purchase Price to the Wallet Address as indicated on the Minting Site. OneFootball accepts Your purchase offer by transferring the Token to the Wallet Address You have provided and thereby also confirms the purchase. The acceptance by OneFootball is always subject to the payment of the full Purchase Price and the Transaction Fees in accordance with this section 2.4.

2.5 If OneFootball rejects Your offer in accordance with these T&Cs or You withdraw Your offer before OneFootball accepts it or if You transfer less than the full Purchase Price to OneFootball, OneFootball will refund Your payment within fourteen (14) days. OneFootball is entitled to deduct Transaction Fees applicable to such refund.

2.6 Unless otherwise stated on the Minting Site, OneFootball will provide the Artwork associated with the NFT as part of the NFT metadata. The Artwork will also be stored and provided via a distributed file storage system not controlled by OneFootball and OneFootball has no knowledge of how long the Artwork will be stored and retrievable from there. OneFootball is not obliged to store the Artwork and/or make it accessible. OneFootball strongly recommends that You save a local copy of the Artwork.


  1. YOUR WALLET

3.1 Purchasing the NFT via the Minting Site and any transfer of the Token to You requires that You have a Wallet which is compatible with the Blockchain ("Wallet"). OneFootball neither offers nor operates Your Wallet. You must ensure that Your Wallet has the necessary compatibility with the Blockchain. Details of supported Wallets may be found on the Minting Site (note that we do not recommend particular wallets, You should do Your own research).

3.2 Please note that the management of the Token after the transfer to Your Wallet is not part of OneFootball's service and is solely Your responsibility. OneFootball has no access to any Wallet Access Data (as defined below) and can therefore neither dispose of nor control the Tokens stored in Your Wallet. OneFootball does not provide support with regard to Your Wallet.

3.3 You are fully responsible for the control of Your Wallet. Loss of control over Your Wallet may have the result that the Token and the rights associated with the NFT can no longer be proven and that the NFTs can no longer be resold. Against this background, OneFootball expressly underlines that it is Your duty to ensure that Your Wallet, the associated passwords and access data, the cryptographic key and any recovery identifiers (seeds) (together and individually the "Wallet Access Data") are treated confidentially and that You secure the Wallet Access Data against access by third parties by means of appropriate technical and organizational measures. For technical reasons, OneFootball has no possibility to restore Your Wallet Access Data should You lose them.


  1. LICENCE TO THE ARTWORK AND ADDITIONAL RIGHTS

4.1 By transferring the Token to You, OneFootball grants You a license - which You accept - to use the respective Artwork in accordance with the provisions in the License.

4.2 The License and any claim under this section are subject to the condition precedent that You have obtained the Token in a lawful manner. As a rule, this condition is fulfilled at the moment You receive ownership of the Token, unless this receipt is not lawful, in particular, but not limited to, in the cases of (a) theft or any other unauthorized transfer of the Token, and (b) an unintentional transfer of the Token to the Wallet Address of a third party. In such cases, OneFootball reserves the right, but is not obliged, to transfer the Token to the correct Wallet Address or, if necessary, to destroy (burn) the Token (You are obliged to cooperate) and reissue the Token to the rightful owner of the rights to the Artwork and other rights.


  1. WARRANTY

5.1 OneFootball warrants that, at the time of transfer to You, the Token corresponds to the standard market quality of the underlying standards, and the Artwork does not infringe any third-party intellectual property rights. OneFootball cannot assume any further warranty beyond the forementioned, in particular for the tradability of the NFT on third-party platforms and marketplaces and the compatibility with networks, infrastructures, blockchains and Wallets of third parties.

5.2 The availability, resolution and quality of the Artwork will depend on the device You are using and other factors beyond OneFootball's control, for which no warranty is given.

5.3 With regard to the Token, supplementary performance to cure a defect is only possible by destroying the defective Token (burning) and issuing a new Token to Your Wallet. You are obliged to cooperate in the burning of the defective Token in accordance with the instructions of OneFootball (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 You.

5.4 You expressly agree and acknowledge that the value of virtual goods may change rapidly due to unforeseen circumstances. OneFootball does not warrant the current or future value of its NFTs. In all other respects, the statutory provisions applying to warranties shall apply.


  1. RIGHT OF WITHDRAWAL

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

6.1.1 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:

E-mail: legal@onefootball.com

Address: OneFootball GmbH, Greifswalder Straße 212 / 10405 Berlin

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 template model withdrawal form at section 6.1.3. below, 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.

6.1.2 Effects of withdrawal

If you validly 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.

6.1.3.Model withdrawal form

(complete and return this form only if you wish to withdraw from the contract)

To

E-mail: legal@onefootball.com

Address: OneFootball GmbH, Greifswalder Straße 212 / 10405 Berlin

I/We (*) hereby give notice that I/We (*) withdraw from my/our (*) contract 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.


  1. LIABILITY

7.1 In any case of simple negligence OneFootball is liable for the breach of a contractual obligation which gives distinction to this agreement and on which You may rely on (essential obligation) and limited to the typical and foreseeable damage only. The beforementioned shall 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, under the Product Liability Act, liability under the GDPR, fraudulent concealment of a defect or in the event of default.

7.2 OneFootball shall not be liable for any damages resulting from any use or unauthorised modification of the NFT and/or the Minting Site by You or any third party in breach of these T&Cs.


  1. TRADABILITY

8.1 OneFootball itself does not operate a marketplace where the NFTs can be traded.

8.2 OneFootball does not bear any responsibility for marketplaces of third parties and neither undertakes to ensure nor warrants that the NFT is or will be tradable on any regulated or unregulated marketplace and/or that any third parties will attach a market value to the NFT. OneFootball is not under an obligation to obtain permission, approval or similar to trade, sell or exchange the NFT on marketplaces. It is possible that there will never be a marketplace for trading or selling the NFT.

8.3 Resales on marketplaces may be subject to varying transaction fees (including gas fees, which may be significant) for the seller of the NFT. The transaction fees may include a commission for the benefit of the marketplace and/or for any third-party that was part of creating the NFT. The seller undertakes to use best efforts to provide the purchaser of the NFT with these T&Cs, and to pass all obligations under these T&Cs on to subsequent purchasers. You will be solely responsible for the payment of all taxes that may be applicable as a result of resales or transactions of the NFT.


  1. DUTIES AND RISKS

9.1 You are aware that You are responsible for ensuring that Your use of the NFT is legally permissible. You must therefore make sure in each individual case of use that the specific use of the NFT is permitted (such as a public sale or making it available to the public).

9.2 You acknowledge 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 NFTs in the future.

9.3 If there is reasonable suspicion that You have breached any obligation under these T&Cs and You fail to remedy such breach within fourteen (14) days after being given notice to do so, OneFootball reserves the right to transfer the Token to the correct Wallet Address or, if applicable, to destroy (burn) the Token (You are obliged to cooperate) and reissue (mint) it to the rightful owner of the rights to use the Artwork. 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.


  1. ANTI-MONEY LAUNDERING

10.1 You warrant 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; that You will not use any proceeds of criminal or illegal acts; and 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.

10.2 You declare that during Your ownership of the NFT You are not on a sanctions list of the United Nations, the European Union, the United States of America, or the Federal Republic of Germany; You neither (i) act on behalf (e.g. as a representative or messenger) for a natural or legal person included in one of the sanctions lists mentioned in a) nor (ii) directly or indirectly transfer assets of any kind to such a person; and You confirm that You are acting in Your own economic interest only.

10.3 If any of the aforementioned events occurs before the Token has been received by You, You undertake to inform OneFootball without undue delay and to suspend all transactions and actions in connection with the Token without undue delay until the event ceases to exist.

10.4 You must comply with all applicable sanctions, embargo and (re-)export control regulations, and definitely those of the European Union, the United States of America, the Federal Republic of Germany and locally applicable jurisdiction(s) (collectively "Export Law"). Except as permitted under Export Law or in accordance with corresponding official licences or approvals, You may not, in particular, (i) download, install, access or use the Token and any related documentation (collectively the "Delivery Items") at any location where access is prohibited or restricted on grounds of comprehensive sanctions (currently Cuba, Iran, North Korea, Syria and the Crimea, Donetsk and Luhansk regions of Ukraine) or requires a licence under Export Law; (ii) allow a natural or legal person on a sanctions list under the Export Law to access the Delivery Items, transfer them, (re-)export them (including deemed (re-)exports) or provide them in another manner; (iii) use the Delivery Items for a purpose prohibited under Export Law (e.g. in connection with armaments, nuclear technology or weapons); (iv) enable the above activities by a user of the Delivery Items. You will provide OneFootball with all information about the user(s), the intended use and the place of use of the Delivery Items without undue delay after being requested to do so. The performance of the agreement by OneFootball is subject to the performance not being hindered by national or international foreign trade law regulations or embargos and/or other sanctions.


  1. DISPUTE RESOLUTION

11.1 Jurisdiction and Applicable Law

German law, excluding the United Nations Convention on Contracts for the International Sale of Goods (CISG), applies to entrepreneurs. The exclusive place of jurisdiction for disputes with entrepreneurs shall be Berlin.

German law, excluding the United Nations Convention on Contracts for the International Sale of Goods (CISG), applies to consumers, unless mandatory legal consumer regulations in the User’s country, i.e. the country in which the User has his primary domicile, are more beneficial to the User, in which case these mandatory legal consumer regulations shall apply.

11.2 Dispute Resolution Procedure

In accordance with Art. 14 (1) of Regulation (EU) No. 524/2013 on Online Dispute Resolution (ODR Regulation), OneFootball is legally obliged to refer You to the European Online Dispute Resolution platform (ODR platform) of the European Commission. You can reach this at http://ec.eoropa.eu/consumers/odr/. OneFootball does not participate in dispute resolution proceedings before a consumer arbitration board and is not obliged to do so.


  1. MISCELLANEOUS

12.1 Should one or more provisions of these T&Cs be or become invalid or unenforceable in whole or in part, this shall not affect the validity and enforceability of the remaining provisions of these T&Cs. In place of any standard terms of business which are invalid or not incorporated in these T&Cs, 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 of these T&Cs takes precedence or is possible. OneFootball's privacy policy can be found at https://static.onefootball.com/legal/consumer-web-privacy-policy/en. The privacy policy is not subject to these T&Cs.

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