THESE TERMS AND CONDITIONS GOVERN YOUR USEOF OUR PLATFORM. BY ACCEPTING THESE TERMS AND CONDITIONS, EITHER BY CLICKING ABOX ON OUR WEBSITE INDICATING YOUR ACCEPTANCE OR BY SIGNING A QUOTE THAT REFERENCES THESE TERMS AND CONDITIONS, YOU AGREE TO THESE TERMS AND CONDITIONS. IF YOU ARE AGREEING TO THESE TERMS AND CONDITIONS ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, YOU REPRESENT THAT YOU HAVE THE AUTHORITY TO BIND SUCH ENTITY AND ITS AFFILIATES TO THESE TERMS AND CONDITIONS, IN WHICH CASE THE TERM "USER" SHALL REFER TO SUCH ENTITY AND ITS AFFILIATES. IF YOU DO NOT HAVE SUCH AUTHORITY, OR IF YOU DO NOT AGREE WITH THESE TERMS AND CONDITIONS,YOU MUST NOT ACCEPT THESE TERMS AND CONDITIONS AND MAY NOT USE THE SERVICES.
ANY PURCHASE OR SALE YOU MAKE, ACCEPT OR FACILITATE OUTSIDE OF THIS PLATFORM (AS DEFINED BELOW) OF ANY COLLECTIBLE (AS DEFINED BELOW) WILL BE ENTIRELY AT YOUR RISK. WE DO NOT CONTROL OR ENDORSE PURCHASES OR SALES OF COLLECTIBLES OUTSIDE OF THIS PLATFORM. WE EXPRESSLY DENY ANY OBLIGATION TO INDEMNIFY YOU OR HOLD YOU HARMLESS FOR ANY LOSSES YOU MAY INCUR BY TRANSACTING, OR FACILITATING TRANSACTIONS, IN COLLECTIBLES OUTSIDE OFTHIS PLATFORM.
These Terms and Conditions were last updated on 14th of May 2022, and are effective between you and FanEx B.V. as of the date of you accepting these Terms and Conditions.
1 DEFINITIONS
1.1 In these Terms and Conditions and all other contractual documentation referenced herein, the following words and expressions shall have the following meaning:
- User: any natural person or legal person using the services offered by the Service or visiting its website with a full legal capacity.
- Fan: the user that can receive a Collectible.
- Receiver: the fan receiving a Collectible from one of the Communities.
- Collectible: the digital file available within the Service that may include underlying perks.
- Community: a set or subset of fans
- Perk: the digital or physical advantages underlying a collectible, collections or place in a community.
- Collectible Related Rights: the rights to which a fan is entitled when they own a collectible.
- FanEx: FanEx B.V. or one of its subsidiaries or related parties;
- Platform: the service offered by FanEx that enhances the fan’s club experience, allowing them to:
▪ Build collections of Collectibles.
▪ Claim perks to which a fan is entitled.
- Tenant: the user who can give away Collectibles of their brand that may include underlying perks.
- Services: every service accessible on the Website and application provided by FanEx.
- Terms and Conditions (T&Cs): this document. These Terms and Conditions constitute a legally binding agreement (hereinafter, the "T&Cs") between you and FanEx (as defined above) governing your access to and use of the Website and all associated Services.
- Third-Party Rights: any third-party patent rights, image rights, copyrights, trade secrets, trademarks, know-how or any other intellectual property rights recognised in any country or jurisdiction in the world, and, in particular, the rights that may be associated with the Collectibles.
- Third-Party Services: the services not operated by FanEx, but providing content or additional features to the Users such as Perks, content of Collectibles and Communities. Whether or not integrated into the Platform, these services are provided under the sole responsibility of the providers who offer them. The terms of use of these services can be found on the website of the relevant service provider.
- Website: the website www.FanEx.io including any subdomains thereof, and any other websites through which FanEx makes its services available.
2 GENERAL
2.1 FanEx is an online platform that enables Fans to receive Collectibles from Tenants.
2.2 These Terms and Conditions shall apply to all offers, legal relationships and agreements under which FanEx provides Services of whatever nature to User. If any provision of these Terms and Conditionsis null and void or annulled, the other provisions of these Terms and Conditions shall remain in full force. The applicability of User’s term and conditions or any other terms or conditions is specifically excluded.
2.3 In addition to these Terms and Conditions, specific Service-related additional terms and conditions as specified in an additional agreement or service description may apply. Tenants shall accept both the Terms and Conditions and the eventual additional terms and conditions before FanEx provides the Service.
2.4 The User acknowledges that he/she has the capacity to contract and to use the Services in his/her country and declares that he/she has read and accepted the T&Cs by creating an account. The account creation by the User constitutes acceptance without restriction or reservation of these T&Cs.
2.5 The obligations and responsibilities of FanEx under any Service Agreement are solely to User and not to any third party.
2.6 Tenant guarantees all information supplied by Tenant or by any party on its behalf on which FanEx has based its offer to be complete and accurate.
3 USE OF THE PLATFORM; ACCOUNT SET-UP AND SECURITY
3.1 Account set-up
3.1.1 To most easily use the Platform, you should first install the FanEx Application(the “App”). Any User can create an account on in the App by:
i. providing his/her username, e-mail address;
ii. choosing a (strong) password;
iii. accepting the T&Cs and the Game Rules (https://FanEx.io) and any additional contractual documents governing the use of the Services.
3.1.2 You must provide accurate and complete registration information when you create an account in the App. By creating an account, you agree to provide accurate, current and complete account information about yourself, and to maintain and promptly update your account information as necessary. We reserve the right reclaim usernames without liability to you.
3.1.3 You are responsible for the security of your account for the Platform. If you become aware of any unauthorized use of your password or of your account with us, you agree to notify us immediately at support@fanex.io
3.1.4 The Service provides each account with a unique and personal account to ensure the conservation and the use of Collectibles and in order to facilitate the use of the Services.
3.2 Deletion and suspension of accounts
3.2.1 The User may, at any time, request the deletion of his/her account under the conditions set out by the Website.
3.2.2 The deletion of an account may result in the irreversible deletion of all User data associated with the account, as well as the associated account and, thus, Collectibles stored. Thus, deletion of the account, regardless of the cause, may result in the permanent loss of Collectibles.
3.2.3 Without excluding other coercive measures, FanEx reserves the right to temporarily or permanently suspend a User account in case of breach of these T&Cs by the User, unfair, fraudulent, criminal or harmful behavior, and in particular but not exclusively, in the following cases:
i. the User does not comply with all or part of these T&Cs;
ii. the User is suspected of fraud;
iii. the User's login and password have been transmitted to third parties;
iv. the User uses several distinct accounts.
3.2.4 In case of suspension, FanEx informs the User of the measure by e-mail to the e-mail address associated with the account, indicating (i) the reason for the suspension, (ii) its scope, (iii)its permanent or temporary nature and, in the latter case, (iv) its duration.
3.2.5 In case of permanent suspension, the User has a period of thirty (30) days to proceed with withdrawals from his Wallet to an external wallet, at the end of which the account may be deleted under the conditions set out in clause 3.2. of the T&Cs.
3.2.6 FanEx has the right, but not the obligation, to ask the User to provide explanations about the account activity considered suspicious. The User has the right to provide FanEx spontaneously with any useful information concerning the account activity considered as suspicious. In case of dispute concerning a suspension measure, the User is invited to contact, before any other action, the support team(support@fanex.io).
4 Services
4.1 Collectible issuance, features and characteristics
4.1.1 Collectibles are issued by Tenants on the FanEx Platform based on a level of scarcity specified on each item. The initial scarcity determined by the Tenant during issuance is immutable and can therefore not be changed post issuance.
4.1.2 The Collectibles may represent rights of third parties that are exploited under licenses granted by the holders of the rights. As the Collectibles are issued by other Tenants of the FanEx Platform, FanEx cannot be held liable in case any Third-Party Rights in relation to the Collectible are absent. Users expressly understands and agree that access to and use of the Service is at the User's own risk.
4.1.3 Subject to your continued compliance with these Terms, Users acquire a worldwide, non-exclusive, non-transferable, royalty-free license to use, copy, and display the Art for your Purchased Collectibles, solely for the following purposes:
i. for your own personal, non-commercial use;
ii. as part of a third-party website or application that permits the inclusion, involvement, or participation of your Purchased Collectible.
4.1.4 You agree that you may not, nor permit any third party to do or attempt to do any of the foregoing without our (or, as applicable, our licensors’) express prior written consent in each case:
i. modify your purchased Collectible in any way, including, without limitation, the shapes, designs, drawings, attributes, or color schemes;
ii. use your purchased Collectible to advertise, market, or sell any third-party product or service;
iii. use your purchased Collectible in connection with images, videos, or other forms of media that depict hatred, intolerance, violence, cruelty, or anything else that could reasonably be found to constitute hate speech or otherwise infringe upon the rights of others;
iv. use your purchased Collectible in movies, videos, or any other forms of media, except to the limited extent that such use is expressly permitted in these Terms or solely for your own personal, non-commercial use;
v. sell, distribute for commercial gain (including, without limitation, giving away in the hopes of eventual commercial gain), or otherwise commercialize merchandise that includes, contains, or consists of your purchased Collectible;
vi. attempt to trademark, copyright, or otherwise acquire additional intellectual property rights in or to your purchased Collectible; or
vii. otherwise utilize your purchased Collectible for your or any third party’s commercial benefit.
4.1.5 Other Terms of License. The license applies only to the extent that you continue to Own your purchased Collectible. If at any time you sell, swap, donate, giveaway, transfer, or otherwise dispose your purchased Collectible for any reason, the license will immediately expire with respect to that purchased Collectible without the requirement of notice, and you will have no further rights in or to your purchased Collectible.
4.2 Perks as underlying value for collectibles
4.2.1 Perks are issued by Tenant on FanEx Platform to engage Fans further with their brand.
4.2.2 Perks can be issued directly to Communities, Fans or as underlying value of Collectibles and/or Collections
4.2.3 As Perks are issued by Tenants, FanEx does not hold the responsibility to fulfill or execute Perks. This is a direct relationship between Tenant and Fan, where FanEx has no rights and obligations whatsoever.
5 USE OF SERVICES
5.1 FanEx will make efforts to ensure the Service performs properly and seek the maximum possible availability, quality and security of the Service. All Services shall be performed on the basis of an obligation to use best endeavors unless Supplies expressly in writing promised a specific result.
5.2 FanEx can make changes to the content or scope of the Service. FanEx reserves the right to alter the technical and functional properties of the Service in the interim to improve it and to repair any defects or to comply with the applicable legislation and regulations. FanEx may at all times update or upgrade any Software.
5.3 FanEx is not obliged to preserve, change or add particular properties or functionalities of the Service specifically for User, unless agreed otherwise in writing.
5.4 FanEx may for preventive, corrective or adaptive maintenance or other forms of service take the Service temporarily wholly or partially offline. FanEx shall limit the period of inactivity as much as possible and will if reasonably possible arrange for it to take place outside office hours.
6 DISCLAIMER AND LIABILITY
6.1 Disclaimer
6.1.1 Users expressly understands and agrees that access to and use of the Services is at the User's own risk, and that the Services are provided on an "as is"and "as available" basis without warranty of any kind, either express or implied, except as otherwise provided by law.
6.1.2 To the fullest extent permitted by law, FanEx does not represent or warrant that:(i) access to or use of the Services will be uninterrupted, timely, secure or error-free; (ii) usage data provided by the Services or on the Website will always be accurate; (iii) the Services are free of malwares or other harmful components.
6.1.3 User accept the security risks inherent in the provision of information, online trading on the internet and experimental technologies, and agree that FanEx shall not be liable for any breach of security unless caused by gross negligence on the part of FanEx.
6.1.4 FanEx is not responsible for any losses incurred by Users as a result of using the digital infrastructure.
6.1.5 Some jurisdictions do not allow the exclusion of implied warranties in consumer contracts, so some or all of the above exclusions may not apply to all Users.
6.2 Services content
6.2.1 As a hosting provider, FanEx is subject to a limited liability regime as provided by the EU Directive of the 8 June 2000 (2000/31/EC) on E-commerce.
6.2.2 Therefore, FanEx cannot be held liable for the content released by the Tenants as well as the contents exchanged between them and gives no guarantee, express or implicit, in this respect. FanEx is a third party to Users relationships and thereby excludes any liability in this regard.
6.3 Liability
6.3.1 FanEx undertakes to implement all the necessary means to ensure the best delivery of the Services provided. However, FanEx can only be bound by an obligation of best endeavor.
6.3.2 In the event of failure of FanEx, it shall be liable only for direct and reasonably foreseeable damage, unless otherwise provided by law or regulation. Indirect damages that may result from failure or use of the Service are expressly excluded.
6.3.3 In particular, unless otherwise provided by law or regulation, FanEx shall not be held liable for:
i. breakdowns or malfunctions of the Services lasting less than 24 hours or that are not the responsibility of FanEx;
ii. data, Collectibles or losses of Users not being imputable to FanEx, in particular, but not exclusively, in the event of hacking of the User's account due to negligence in the conservation of his connection details;
iii. an unusual or illegal use of the services offered, by a third party or by a User;
iv. director indirect damage resulting from the use of the Services offered;
v. a malfunction or cyberattack;
vi. the harmful consequences of an account suspension carried out under the conditions set out in Article 3.2 of these T&Cs;
vii. any case of force majeure, including a failure of the technology used to run theServices.
7 CONFIDENTIAL INFORMATION, ANDPRIVACY
7.1 Personal data
7.1.1 Information which directly or indirectly identifies Users (hereinafter "Personal data") is processed by FanEx in connection with User’s use of the Services, including by means of cookies.
7.1.2 For more information on how FanEx’s processes your Personal Data, please refer to the Privacy Policy available on FanEx’s website.
7.1.3 FanEx's privacy policy is available here: www.fanex.io/privacy-policy
8 GOVERNING LAW, JURISDICTION,DISPUTE RESOLUTION
8.1 The entire (legal) relationship including all agreements between FanEx and User shall be governed by the laws of the Netherlands.
8.2 Any dispute concerning the implementation or interpretation of the Service Agreement that cannot be settled amicably between the Parties shall be exclusively submitted to the competent court in Amsterdam, the Netherlands.
9 MODIFICATIONS TO THESE TERMS AND CONDITIONS
9.1 These Terms and Conditions may be changed by FanEx from time to time. Changed Terms and Conditions will also be applicable on existing Service Agreements. Upon any such change, FanEx will notify User of such change in writing, by email or publication on its website.
9.2 User’s use of any Services after such notification will constitute User’s acceptance of such changed Terms and Conditions.
