Terms of Use for the liquiditeam BVB FanToken App

Version: 01.12.2020

1. Scope of application

1.1. These "Terms of Use" of Liquiditeam GmbH, Willy-Brandt-Platz 16-20, 38102 Braunschweig, Germany (hereinafter "liquiditeam") apply to the liquiditeam BVB FanToken App, available for download in various app stores and online under www.bvb-fantoken.com (hereinafter the "App"), and to all services related to the App (the App and the services related to the App are hereinafter jointly referred to as "Services")

1.2. In case the App is provided via an app store, the Terms of Use apply in addition to the terms of use made available by Apple (as the operator of the iTunes / Apple app store), Google (as the operator of the Google Play store) or other providers (in the following collectively the "App Store Operators"). In the case of conflict, the present Terms of Use will take precedence over those of the App Store Operators with regard to the relationship between liquiditeam and the user of the Services ("User"). The App Store Operators are entitled, however, to assert the rights against the Users arising from the present Terms of Use directly against the Users.

1.3. Any terms and conditions of the User that deviate from or supplement these Terms of Use shall not apply.

2. use of services

2.1. A prerequisite for the use of the Services is that the User has a device which complies with the current state of the art and which complies with the relevant specifications stated as minimum requirement in the respective app store. Moreover, the use of the Services requires an internet connection of the User that provides a sufficient data transmission rate as well as sufficient disk space on the Users device, for example to download and watch videos.

2.2. Unless this is unreasonable for the Users, liquiditeam reserves the right to adjust the Services to the market conditions and to improve, expand, change and delete Services in whole or in part on an ongoing basis.

2.3. The User must keep the device which is used to access the Services up to date.

3. Registration

Most functions of the App require a prior registration of the User. The registration is free of charge. The User undertakes only to provide true and up to date data during registration. After completing the registration, liquiditeam creates an account for the User which the User can access with his/her access data.

4. Scope of services

4.1. The App provides its Users with various fan engagement activities relating to a specific sports club ("Club"). Those activities include, but are not limited to, news, videos, pools, discussion boards, shops.

4.2. The User can use a blockchain-based token within the App for certain activities ("Club Token"). Such Club Token is subject to the purchase terms available under https://bvb-fantoken.com/tos-token ("Token Purchase Terms"). The Token Purchase Terms also describe some scenarios in which the Club Tokens may be used. The Club Token is not tradeable and may only be transferred between a User and liquiditeam and vice versa, unless liquiditeam has publicly announced, with legally binding effect, that the Club Tokens shall be transferrable also to third parties.

4.3. Liquiditeam provides storage services to the Users, which means that we store the Club Tokens (i.e. the private key necessary to dispose of the Club Token) on behalf of the Users. The Users do not have a right to receive the private key, unless liquiditeam has publicly announced, with legally binding effect, that the Club Tokens shall be transferrable also to third parties (see section 4.2). In this case, the Users are entitled to receive the private key.

5. Provision of the App; Warranty; Liability; maintenance and service

5.1. The Services are provided free of charge, unless it is expressly mentioned in the App that a Service in the individual case is only provided against payment of a fee, which can be either in Euro, another state currency or Club Tokens.

5.2. The Users right to use the Services is limited to the term of this agreement and is revocable, non-exclusive, not sub-licensable and not transferable.

5.3. In case of defects in the Services, liquiditeam is entitled to provide an updated version of the App in the respective app store and User is obliged to install such updated version on his device. In case of minor defects, the warranty is excluded.

5.4. 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 resulting from the German Product Liability Act or the EU General Data Protection Regulation. In addition, strict liability for defects that already existed at the time of conclusion of the agreement is excluded. Liability for indirect damages, including loss of profit, is excluded.

5.5. Regardless of section 5.4, the following applies to Services which are provided by liquiditeam free of charge:

5.5.1. liquiditeam does not give any warranty of any kind.

5.5.2. liquiditeams liability is limited to intent and gross negligence. Strict liability for defects that already existed at the time of conclusion of the agreement is excluded.

5.5.3. In case the App is expressly provided for testing and/or evaluation purposes only, the User acknowledges that the App might not function as expected.

5.6. User acknowledges that all further developments provided by liquiditeam solely belong to liquiditeam, even if they go back to feature requests or bug reports of Users.

5.7. User acknowledges that User is solely responsible for its use of the Services, for example for User-Generated Content (as defined below).

5.8. liquiditeam will facilitate the use of the App within the framework of the current state of the art and strives to provide maximum possible availability. liquiditeam reserves the right to restrict access to the App or the possibility of its use temporarily in whole or in part if this is necessary due to capacity limits or the security or integrity of the servers or to carry out technical measures serving the purpose of providing the Services properly or with improvements (e.g. for maintenance work). If reasonably possible, liuiditeam shall conduct maintenance work in the App during after 8.p.m. and before 8 a.m.

5.9. liquiditeam has no obligation to provide updates or upgrades for the App or to adapt the App in any other way to possible changes to hardware and/or software (in particular, operating systems).

6. Duties and liability of the users

6.1. It is prohibited to misuse the Services.

6.2. The User is obliged

6.2.1. to keep his/her access data to the App confidential, not to communicate or disclose his/her access data such data to third parties (including without limitation other individuals within his/her organization, company or legal entity) and to protect its access data against intentional or accidental notice by third parties. No third party must be enabled to use the access data.

6.2.2. to inform liquiditeam immediately if she/he has reason to assume that third parties have become aware of his/her access data or has indications of any form of unauthorized use of his/her access data, and the User shall be liable for any unauthorized use of his/her access data by third parties unless the User can prove that such unauthorized use was not caused by actual fault of the User,

6.2.3. not to provide access to the Services to third parties, and for the avoidance of doubt, liquiditeam shall not be liable for any damages for such use of the Services by third parties,

6.2.4. not to take measures which aim to circumvent technical protection measures in the App,

6.2.5. to refrain from any form of unauthorized use of the Services, including but not limited to attempts made to overcome or circumvent the security mechanisms of the App or to otherwise incapacitate them, using computer programs enabling automatic data readouts, as well as using and/or circulating viruses, worms, trojans, brute force attacks, spam or using other links, programs or procedures that are suited to damage liquiditeam, the App and/or other Users,

6.2.6. to take all necessary and reasonable steps to prevent or limit damage caused by the use of the Services,

6.2.7. and to arrange for the regular backup outside the App of his/her own data.

6.3. When uploading User-Generated Content (as defined below) to the App, for example in discussion boards, the User shall comply with the following principles. The User-Generated Content (as defined below) and the activities of the User in the App must at all times

6.3.1. comply with applicable laws in Germany and the country where the User is located,

6.3.2. not be defamatory, threatening, intimidating, not be classed as harassment, racist, vulgar, obscene, profane, immoral, abusing, slandering, insulting or sexist, not contain pornographic material (that is text, pictures, films, video clips of a sexually explicit or arousing nature),

6.3.3. not contain offensive or derogatory images regarding sex, race, religion, color, origin, age, physical or mental disability, medical condition or sexual orientation;

6.3.4. not contain material which infringes third-party rights (including, but not limited to, copyright, right of publicity, patent, trademark, service mark, trade name, trade secret or other intellectual property rights);

6.3.5. not advocate or encourage violence against any government, organization, group, individual or property and not provide instruction, information, or assistance in causing or carrying out such violence, regardless of whether such activity is unlawful,

6.3.6. not include personal data of other Users in User-Generated Content (as defined below) (e.g., the real name, an e-mail address or a phone number), other than pseudonyms,

6.3.7. not include bulk or commercial message, include but not limited to marketing or advertising activities for products or services other than those by liquiditeam or the Club,

6.3.8. be respectful and polite, respect opinions of others,

6.3.9. not be related to gambling activities;

6.3.10. not be activities that violate the privacy of person,

6.3.11. not be otherwise unlawful or inappropriate.

6.4. User will without undue delay inform liquiditeam once she/he gets aware of any User-Generated Content (as defined below) or activities of the User in the App which breach section 6.3.

6.5. Music, video, pictures, text and other content on the internet are copyright works and the User may not a) upload, alter or otherwise use such content, for example as User-Generated Content (as defined below), unless certain that the owner of such content has authorized its use by the respective User; b) delete or alter author attributions, copyright notices, or trademark notices, unless expressly permitted in writing by the owner.

6.6. User is aware that any User-Generated Content (as defined below) is made public within the App.

6.7. Any breach of this section results in immediate exclusion from use and in the institution of civil and criminal proceedings.

7. grant of rights

7.1. Where the User provides within the App content including, but not limited to, texts, images or videos ("User-Generated Content"), the User grants at the moment of such provision of the User-Generated Content to liquiditeam – and liquiditeam accepts this grant – free of charge the non-exclusive, transferable and sub-licensable right unlimited in terms of time, territory and content to exploit such User-Generated Content for the purposes of the functionalities provided for in the App, including, but not limited to, making User-Generated Content accessible to other Users in the App and the public and to save, reproduce and process it, if necessary.

7.2. The User confirms and ensures that she/he is entitled to grant liquiditeam the above-mentioned rights and that the User-Generated Content does not violate third-party rights, statutory regulations or accepted principles of morality (e.g., by way of its content, its visual layout or the intended purpose).

8. Indemnification

In the case of infringement of third-party rights for which the User is responsible, in particular in case of User-Generated Content, the User will be directly liable towards these third parties. In the event of justified claims of third parties against liquiditeam due to such an infringement, the User has the obligation to indemnify liquiditeam in full unless the User proves that he/she is not responsible for the breach of duty that has caused the damage or loss.

9. Amendment of the Terms of Use

liquiditeam reserves the right to amend these Terms of Use at any time and without giving reasons, unless this is unreasonable for the User. liquiditeam will notify the User of amendments of the Terms of Use in good time in text form. If the User does not object to the validity of the new terms of use within four weeks after notification, the amended terms of use will be deemed accepted by the User. liquiditeam will indicate the right to object and the significance of the objection period to the User in the notification. If the User objects, the entitlement to use the Services will end and liquiditeam will be entitled to delete the data of the respective User.

10. Term

If not otherwise agreed, for example in the respective app store, the agreement is concluded for an undefined period of time and may be terminated by either party without notice period at any time in text form or by deactivating the Services.

11. Data Protection

By providing Services, liquiditeam processes personal data of Users in accordance with the privacy policy available at https://bvb-fantoken.com/privacy.

12. Final provisions

12.1. liquiditeam may make use of third parties, in particular companies affiliated with it, for the purpose of performing the agreement and exercising its rights. liquiditeam has the right to transfer its rights and duties under this agreement as a whole to affiliated companies or the Club.

12.2. Amendments and additions to these Terms of Use shall be valid only if made in writing, including the electronic form (§ 126a German Civil Code (BGB)) and the text form (§ 126b BGB). This also applies to any amendment to this written form clause. Section 9 remains unaffected.

12.3. The Terms of Use and their interpretation are subject to German substantive law. The UN Convention on Contracts for the International Sale of Goods (CISG) shall not apply.

12.4. English language terms used in the Terms of Use describe German legal concepts only and shall not be interpreted by reference to any meaning attributed to them in any jurisdiction other than Germany. In case of any conflicts between the German version of the Terms of Use and any translation of it, the German version of the Terms of Use is taking precedence.

12.5. Should one or more provisions of the Terms of Use be or become invalid or unenforceable in whole or in part, this shall not affect the validity and enforceability of the remaining provisions of the Terms of Use.

12.6. The European Commission has launched a European Online Dispute Resolution (ODR) platform at http://ec.europa.eu/consumers/odr/. liquiditeam does not participate in dispute resolution procedures with a consumer dispute resolution service.

12.7. The non-exclusive place of jurisdiction for all disputes arising from and in connection with the use of the Services and the Terms of Use, including their validity, shall be Braunschweig, Germany.