These general terms and conditions ("terms") of FanzealManagement Pte. Ltd. ("Fanzeal" we”, “us” “our”) apply to the use of Fanzeals Esports platform available on Fanzeal’s website at https://esports.fanzeal.com ("platform") and to all services in connection with the platform (the platform and the services offered in connection with the platform are hereinafter collectively referred to as the "services" and the underlying agreement incorporating the platform terms as the "platform contract"). In particular, the terms apply to the purchase and sale of Assets (as defined below) and Utilities (as defined below) between Fanzealand the users (as defined below) via the platform (the contract concluded in this regard is hereinafter referred to as the "purchase contract").

Please read and agree to these terms carefully before using the platform, or services provided by Fanzealand its affiliates.

Your (“you” or “user”), use or access to the platform is conditioned on your unconditional acceptance of and compliance with these terms. If you disagree with any part of the terms, then you may not access or use the platform. If you are accepting these terms on behalf of a company or other legal entity, you represent and warrant that you have full authority to bind the company or legal entity (and its employees) to this agreement. If you do not unconditionally agree to these terms, you are not authorized to purchase digital assets, acquire, use, access, connect to or register to access the platform and the services provided and/or facilitated by the platform and you must immediately cease doing so. The terms may be amended from time to time by Fanzeal and any changes do not change your unconditional acceptance of these terms. Your continued use of the platform after following the posting of the revised terms means that you accept and agree to the changes. you are expected to check this page from time to time so you are aware of any changes, as they are binding for you. These terms must be read in conjunction with our Privacy Policy, which is hereby incorporated into these terms by reference.

In these terms, the following phrases have the meaning assigned to them here, unless expressly defined otherwise in individual cases.

"Home Page" means the page on the platform on which the specific pre-sale viewing packs is open for sale, which gives the user certain utilities during the Unstoppable 24’ event 28th November - 1st December.

"Blockchain" means the blockchain or comparable technology named on the platform for the respective Token offered (as defined below).

"Pre-sale packs" means a Token (as defined below) and a Medium (as defined below) linked to the Token as well as the rights of use to the Medium pursuant to Section “GRANTING OF RIGHTS OF USE TO THE MEDIUM”.

"Medium" means the medium associated with the Token (as defined below), e.g. a graphic, a 3D object or a video, as described on the platform.

"User" means a visitor to the platform, a user of the services, the purchaser of pre-sale packs and other experiences, where applicable.

"Token" means the contractual token on the blockchain.

"Token holder" means the person who has power of disposal over a token as the authorized party, for example by holding the corresponding cryptographic key (private key).

"Utility" means a right (e.g. 4k viewing, discounts, individual customization of viewing, player cameras) that are purchased together with an Asset via the platform.

"Wallet" refers to software provided by a wallet provider and operated independently, with which a user can manage their cryptographic key (private key) and thus manage the purchased tokens.

Fanzel Provides the platform and access to the services in accordance with these terms and the descriptions available on the platform.

In order to use the services, the user must successfully register on the platform and create an account on the platform ("user account"). The user can, as indicated in the registration process on the platform, either:

A: register by providing the mandatory information specified on the platform, in particular, a valid e-mail address and a password of your choice; or

B: an existing compatible wallet to the platform and enter a valid e-mail address.

The e-mail addresses provided must be suitable for long-term communication and must be confirmed (double opt-in); in particular, so-called disposable e-mail addresses are not permitted. The creation of a user account is free of charge. All data must be complete and correct. If the e-mail address registered in the XXX account is changed or the XXX account is deleted, access to the user account cannot be guaranteed. In this case, the user can contact Fanzeal customer service.

If the user registers in accordance with their individual membership number and the associated password or by providing the mandatory information specified on the platform, a wallet is automatically set up with the wallet provider ("Thirdweb") during the registration process. The user receives the corresponding cryptographic key (private key) of his wallet at Thirdweb according to the instructions in his user account. By setting up the wallet with Thirdweb, a direct contractual relationship is established between Thirdweb and the user.

Registration as a user is only permitted for natural persons with unlimited legal capacity (i.e. those who are at least 18 years of age) or legal entities or partnerships. For natural persons with limited legal capacity (i.e. those who are at least 7 but not yet 18 years of age), the consent of their parents or legal representatives is required to conclude this platform contract and to conclude purchase contracts via the platform. Fanzeal reserves the right to exclude users from certain countries or for compliance reasons in whole or in part from using the platform or within the scope of registration.

A wallet is a prerequisite for the successful completion of registration and the creation of a user account, the purchase and the otherwise possible use of Assets via the services and outside the services. Fanzeal does not offer the wallet to users and is not obliged to do so. The tokens are stored exclusively by the user. Fanzeal has no influence on the functioning of the wallet and therefore bears no responsibility for the wallet or the safekeeping of the tokens.

The user can either use the services with Thirdweb or an external wallet by connecting a compatible wallet to their user account. The user must ensure that an external wallet is compatible with the blockchain used by the platform. Details of compatible wallets can be found on the platform. Compatible wallets are named on the platform, but this does not constitute a recommendation of a specific wallet.

Fanzeal has no access to the user's cryptographic keys (private keys) or tokens. The user shall ensure that the wallet used for the use of the services, associated passwords and access data, the cryptographic key (private key) and any recovery identifiers (seeds) (together and individually the "wallet access data") are treated confidentially and that the wallet access data, insofar as the user has access to it, is secured against access by third parties by means of appropriate technical and organizational measures. The user is aware that any person who has access to wallet access data may misuse the wallet under his name. The user warrants that it will not be possible for third parties to use the wallet access data. In particular, in order to protect the wallet access data, the user shall not store it unsecured and shall prevent it from being spied on when entering the wallet access data. If the user discovers that another person has knowledge of the wallet access data or if the user suspects that this is the case, the user must change the wallet access data concerned immediately, insofar as this is possible.

The user is obliged to maintain a wallet used for the use of the services in a secure, fully functional and valid condition. The user is aware that they are solely responsible for controlling their wallet and that losing control of the wallet may mean that they can no longer dispose of the token. The general terms and conditions of the respective wallet provider apply exclusively to the safekeeping of the tokens and the operation of the wallet.

Fanzeal advertises and presents assets on the platform, which are offered in packs (Asset Pack), as well as certain utilities that can be purchased together with assets. The Assets that can be purchased, the Utilities available with them and the purchase price will be determined in advance by Fanzealand published on the offer page. The offer page does not constitute a binding offer to conclude a purchase contract, but merely an invitation to submit an offer (invitation ad offer).

The offer of Assets as a random selection of assets does not refer to individual Assets with specific media, but merely represents the offer of unspecified Assets. The individual Assets purchased by the user are selected at random. The user can submit a binding offer for the purchase of the Assets and their Utilities via the offer page by truthfully providing all the data requested on the platform, communicating the address of his wallet compatible for receiving the Asset to Fanzeal and finally clicking on the "Pre-Sale" button. Once the offer has been submitted and for the duration of the validity of the offer, the corresponding assets and the utilities offered with them can no longer be purchased by other interested parties and are reserved for the user.

The purchase contract is only concluded (i) upon payment of the purchase price by the user in accordance with the section “PURCHASE PRICE PAYMENT” and additionally (ii) upon acceptance of the offer by Fanzeal . The confirmation of receipt automatically sent to the user by Fanzeal merely documents receipt of the user's offer and does not constitute acceptance of the offer. Acceptance is only affected by Fanzeal ’ express confirmation in text form or by the transfer of the asset to the user's wallet address. Fanzeal is entitled to reject the contractual partner's offer at any time before the contract is concluded and to remove the publications of the medium on the platform and the offer page.

Fanzeal ’ offer to conclude a purchase contract is only directed at users who (a) have reached the age of 18 or (b) have reached at least the age of 16 but not yet the age of 18 and either (i) have the consent of their parents or legal representatives to conclude the purchase contract or (ii) pay the purchase price with their own funds that are available to them for this purpose or at their free disposal (e.g. pocket money).

The user is obliged to pay the agreed purchase price. The purchase price shall be paid in money ("fiat currency") in accordance with the description of the offer. Unless otherwise stated, the purchase price includes the applicable value-added tax.

The purchase price, including VAT, is due upon submission of the offer by the user. If the payment is made in a fiat currency, the user pays the purchase price via an external payment service provider of the platform (e.g. Stripe Payments Europe, Limited (SPEL), 1 Grand Canal Street Lower, Grand Canal Dock, Dublin, D02 H210, Ireland), unless otherwise described on the platform.

External costs (so-called "gas fees") are incurred for transactions via the blockchain. These are external costs associated with the allocation of the token and its change on the blockchain that cannot be influenced by Fanzeal. The amount of the gas fees can only be determined immediately before the purchase of content and communicated during the ordering process; it may vary from purchase to purchase. Gas fees are to be borne by the user and are payable in addition to the purchase price. The gas fees communicated during the order process are valid for 10 minutes; if the purchase process is not completed within this period, Fanzeal will cancel the purchase process. The user must then initiate the purchase process again. If Fanzeal rejects the user's offer or if the user withdraws his offer before Fanzeal accepts it, Fanzeal will refund the purchase price paid by the user within 14 days of rejecting the offer or receiving the withdrawal of the offer via the payment method chosen by the user.

Fanzeal transfers the token to the wallet address provided by the user immediately after the conclusion of the purchase contract. Unless otherwise described on the platform, Fanzeal makes the medium available to the user via the user account.

Unless otherwise stated on the offer page, Fanzeal hereby irrevocably grants a user who is the token holder of an Asset the worldwide, non-exclusive right to use the medium of the Asset for non-commercial (private) purposes, to reproduce, distribute and publicly reproduce it (collectively the "License"). The License is limited in time to the period during which a user is the token holder of the Asset: the user therefore loses the license to the Asset medium when the token is transferred and the license is transferred to the new token holder. Further rights of use, such as the right to edit, are not transferred. The user accepts the above granting of rights.

The utilities purchased with Assets are displayed to the user in their user account. Utilities will be made available to the user via the user account. For utilities that enable access to certain events, Fanzeal reserves the right to offer an equivalent replacement if the events cannot be held as planned for unforeseen reasons. If utilities can only be redeemed within a certain period or at a certain time, these utilities expire if the user does not redeem them on time. Utilities will not be transferred to the new owner of an Asset in the event of a transfer of an Asset.

Fanzeal may, at its sole and absolute discretion, offer additional Utilities to a User who is the Token Holder of a specific Asset. The user will be shown the offer of further utilities in his/her user account and can confirm acceptance by following respective further instructions or reject it. The offer of further utilities is subject to the resolutory condition of the exercise of any right of withdrawal with regard to the purchase contract on which the purchase of the Asset is based. If a user revokes this purchase contract, this will result in the refusal to receive the Utilities and/or their reclaim. The owners of assets have no legal claim to the granting of further utilities.

When redeeming Utilities or benefits offered through the Platform, you are expected to adhere to a code of conduct that promotes positive engagement and responsible behavior. Users shall engage in all interactions related to utilities redemption with respect and good manners. This includes communicating politely, refraining from using offensive language, and treating fellow users, relevant sports organization’s representatives, and other stakeholders with courtesy.

Fanzeal may, at its sole and absolute discretion and at any time, conduct prize draws between users who are holders of Assets. Only those users who (a) are owners of certain assets and (b) have reached the age of 18 will be selected for a prize draw. As part of a competition, prizes will be raffled off among the selected users as token holders of Assets. The winner will be determined at random. In the event of a win, the winner will be notified via their user account and can confirm the claiming of the prize by following respective further instructions. If the winner does not confirm the claim within a period set by Fanzeal in the prize notification, Fanzeal reserves the right to determine a new winner. Entitlement to the prize is subject to the resolutory condition that any right of withdrawal with regard to the purchase contract on which the purchase of the asset is based is exercised. If a winner revokes this purchase contract, this will result in the prize being refused and/or reclaimed and Fanzeal reserves the right to select a new winner. If the prize consists of a physical object, the prize will be sent to the address provided by the winner in their user account. If the prize cannot be delivered to this address, the claim to the prize is forfeited. No second delivery attempt will be made. In this case too, Fanzeal reserves the right to select a new winner. Other prizes will be made available to the winner via their user account. Fanzeal reserves the right to exclude users from a prize draw who are suspected of using unauthorized means in the prize draw or otherwise attempting to gain advantages for themselves or third parties by manipulation. In this case, exclusion may also take place after the prize draw and will result in the prize being refused and/or reclaimed. Fanzeal reserves the right to make a draw subject to different or additional conditions. Fanzeal reserves the right to suspend the prize draw for a temporary period or to terminate it prematurely without giving reasons if the proper execution of the draw can no longer be guaranteed for technical, legal or other reasons. This shall not give rise to any claims against Fanzeal. Holders of assets have no legal claim to participation in the prize draw or to the holding of the prize draw.

Fanzeal warrants that the token, utilities and the medium correspond to the condition described on the platform and therefore in accordance with the contract at the time of transfer to the user and that the use by the user does not conflict with any third-party rights to the contractually agreed extent.

The availability, resolution and quality of the medium depends on the device used by the user and other factors that are beyond the control of Fanzeal and for which no guarantee is given.

Fanzeal cannot assume any further warranty, in particular for the tradability of the token on third-party platforms and marketplaces and compatibility with networks, infrastructures, blockchains and wallets of third parties other than those mentioned on the platform. The tradability of the Token on third-party platforms and marketplaces and the compatibility with other networks, infrastructures, blockchains and wallets depends on an authorization decision, conditions or formal requirements of a third party and may not be practically feasible due to deviating token standards for technical or other reasons.

With regard to the token, subsequent performance is only possible by destroying the defective token ("burning") and issuing a new token to the user's wallet address. The user is obliged to cooperate in the burning of the defective token in accordance with Fanzeal ’ instructions (e.g. by transferring the token to a wallet address specified by Fanzeal ) and to accept a new token if the contractual scope of functions is maintained and the acceptance does not lead to significant disadvantages for the user

Apart from the purchase of assets and utilities, the services are provided free of charge. Access to the services and use of the services is exclusively for registered users after logging in via the user account. The user can use the services web-based via a browser. The prerequisite for using the services is that the user has a terminal device that corresponds to the current state of the art. In addition, the use of the services requires the user to have an internet connection with a sufficient data transfer rate and sufficient storage space on the user's end device, e.g. for downloading and watching videos. The user must keep the end device used to access the services up to date and have anti-virus protection installed. The user's right to use the services is limited to the terms of the platform contract, revocable, non-exclusive, non-sub licensable and non-transferable. The entire contents of the Platform and the Services, including but not limited to the Fanzeal sound files, other files, and the selection and arrangement thereof, are the property of Fanzeal , its affiliates or third-party licensors. The user acknowledges that all enhancements provided by Fanzeal are the sole property of Fanzeal or third parties, even if they are based on feature requests or bug reports from users, and the user has no rights thereto. Provided this is not unreasonable for the user, Fanzeal Reserves the right to adapt the services to market conditions and to continuously improve, expand, change and delete the services in whole or in part. In the event of defects in the services, Fanzeal is entitled to provide an updated version of the services and the user is obliged to use this updated version. Fanzeal Reserves the right to temporarily restrict access to the services or the possibility of using them 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). Fanzeal is not obliged to provide updates or upgrades for the services or to adapt the services in any other way to possible changes in hardware and/or software (in particular operating systems).

Fanzeal gives no guarantees and assumes no warranty for the services, in particular not to the effect that Fanzeal will make the services available indefinitely. In the event of functional impairment (defects) of the services, the user shall inform Fanzeal by email (support@fanzeal.com) or via a contact form on the platform, stating the defects. In the event of defects, Fanzeal is not obliged to rectify the specific defects. Instead, Fanzeal may provide updates that are necessary to maintain the contractual condition and to rectify defects.

The user is obliged to

(a) not to use the services improperly and only in accordance with the applicable law of the country in which the services are provided or used;

(b) not to take any measures aimed at circumventing technical protection measures of the Services and to refrain from any form of unauthorized use of the Services, in particular attempts to overcome or circumvent the security mechanisms of the Services or otherwise disable them, to use computer programs that enable the automatic reading of data, as well as to use/implement and/or distribute viruses, worms, Trojans, brute force attacks, spam or links, programs or procedures that are likely to harm Fanzeal , VfB Stuttgart, the Services and/or other users;

(c) to take all necessary and reasonable steps to prevent or limit damage caused by the use of the services;

(d) not to use the services for money laundering or other illegal activities;

(e) not to participate in illegal, in particular fraudulent, activities and not to promote them;

(f) not to use, utilize or operate bots or other forms of automation and/or multiple accounts when using the Services;

(g) not to modify, adapt or reverse engineer the services.

Any violation of this section may result in immediate exclusion from the use of the services, termination of the platform contract without notice and the initiation of civil and criminal proceedings as well as the assertion of claims for damages by Fanzealagainst the user.

If there is reasonable suspicion that the user has breached their obligations under this platform contract and the user does not rectify this breach within 14 days of a deadline being set, Fanzeal Reserves the right to transfer the token to the correct wallet address or, if necessary, to destroy the token (burning). The user is obliged to participate in the burning of the token in accordance with Fanzeal ' instructions (e.g. by transferring the token to the wallet address specified by Fanzeal). A deadline must be set in the event of irremediable violations or serious violations, such as those based on intent or those against section “USER OBLIGATIONS” is not required.

Fanzealshall only be liable for any damage caused by gross direct negligence in the event of a breach of a contractual obligation by Fanzeal , its legal representative or its vicarious agent, the fulfillment of which characterizes the platform contract and on which the user may rely, and limited to the foreseeable damage typical for the contract. Sentence 1 does not apply to damages resulting from injury to life, body or health or in cases of mandatory liability, in particular liability for cases in which a procurement risk or a guarantee for damages has been assumed, in the case of liability under the Product Liability Act, liability under the GDPR or fraudulent concealment of a defect. The liability of Fanzeal according to this section’s first sentence is limited to 1,000 euros for all damages incurred. Subject to liability for intent in accordance with this section, Fanzeal ’ liability for indirect damages, such as loss of profit, is excluded. Fanzealis not liable for damages resulting from use in breach of contract or unauthorized changes by the user or third parties, in particular wallet providers.

The user undertakes to indemnify Fanzealin full against any claims asserted by third parties due to an infringement of rights attributable to the user, unless the user proves that he is not responsible for the breach of duty that caused the damage.

This section further clarifies the ownership of intellectual property rights associated with the Platform, beeing fully owned by Fanzeal. All technology, software, code, designs, graphics, and other intellectual property developed or provided by Fanzeal for the Platform remain the exclusive property of Fanzeal or its licensors. This includes but is not limited to any proprietary blockchain technology, applications, and associated components. All trademarks, logos, names, designs, and other intellectual property associated with a sports organization is and shall remain the exclusive property of that sports organization or its licensors.

The Platform may feature content, promotions, or materials provided by third-party sponsors. Any intellectual property associated with these sponsors, including trademarks, logos, names, and other proprietary materials, are the property of their respective owners. You acknowledge that third-party sponsors retain their own intellectual property rights and that any use, reproduction, or distribution of their intellectual property must be in accordance with the terms set by the sponsors.

You acknowledge and agree that You do not acquire any ownership rights in the intellectual property of any sports organization, Fanzeal, third-party sponsors, or any other users by using the Platform.

Fanzeal retains the right to enforce their respective intellectual property rights to the fullest extent permitted by law, including but not limited to pursuing legal action against any unauthorized use, reproduction, or distribution of their intellectual property.

The user warrants that

(a) Assets will not be used in any way for illegal or unethical purposes, including acts related to money laundering, terrorist financing or other acts that violate applicable law,

(b) the user does not use the proceeds of criminal or illegal activities to pay the purchase price, and

(c) no transactions in Assets are used to facilitate or engage in criminal or illegal activities, including activities related to money laundering, terrorist financing or other activities that violate applicable law.

The User warrants that at the time of conclusion of the Platform Contract no criminal or official investigations are pending against the User, a company affiliated with the User, executives or shareholders of the Investor in connection with the User's business activities.

The user warrants that at the time of concluding the platform contract

(a) the user is not on a sanctions list of the United Nations, the USA, the European Union or Switzerland;

(b) the user neither (i) indirectly (e.g. as a representative or messenger) for a natural or legal person acting on behalf of one of the parties referred to in clause (a) sanctions list referred to in point (a), nor (ii) directly or indirectly transfers assets of any kind to them.

If one of the aforementioned events occurs after the conclusion of the platform contract and during the term of the platform contract, the user undertakes to inform Fanzealimmediately, as far as permissible, and to immediately suspend all transactions in connection with the platform contract until the event no longer exists. Any violation of this section may result in immediate exclusion from the use of the services and termination of the platform contract without notice.

The user agrees that after the transfer of the Asset, the responsibility for the use of the Asset lies solely with the user. The user must inform himself/herself about how the token can be transferred from his/her wallet to the wallet of a third party and how the token can be secured against loss and theft.

The user knows that after transferring the Asset, he is responsible for the legal permissibility of the use of the Asset. He must therefore ensure in each individual case of use that the specific use of the asset is permitted, such as a public sale.

The user agrees that Fanzeal does not assume any obligation or otherwise guarantee that Assets are or will be tradable on regulated or unregulated markets (in particular online platforms) and/or that third parties will attribute a market value to Assets. Fanzeal has no obligation to obtain permission, approval or similar for the trade, sale or exchange of Assets on other online platforms and/or marketplaces.

The User is responsible for the technical possession of the Asset. The user acknowledges that he may no longer be able to exercise the rights of use if he is no longer in possession of the Asset or has otherwise lost control of the Asset.

The user understands that the token is technically based on a blockchain. This blockchain is not operated by Fanzeal, but by third parties. Fanzeal has no influence on the network and therefore does not guarantee or assume any responsibility for its functioning. Defects in the functioning of the blockchain may lead to errors in the token, which in turn may lead to a situation in which the user loses control of the token. The user confirms that they have sufficient knowledge of blockchain technology and know how to secure their wallet.

Fanzeal does not owe and does not provide any advice regarding the acquisition of the rights of use and the asset. Any decision to purchase is the sole responsibility of the user. Fanzeal cannot and will not provide the user with any binding information about future price developments, tradability, market developments or similar economic forecasts about assets. No assurance or guarantee is given with regard to forward-looking statements.

The value of the Assets may be subject to considerable price fluctuations (so-called volatility), which may be based on various unforeseeable developments. Fanzeal does not assume any guarantee for future positive market price developments of the Asset or the medium and is not liable for losses incurred by the user.

The user is obliged to familiarize himself with the associated risks before making a purchase.

Should individual provisions of these terms be or become invalid or ineffective in whole or in part, this shall not affect the validity of the remaining provisions. Any General Terms and Conditions that are not included or are invalid shall be replaced by statutory law. In all other respects, the parties shall replace the void or ineffective provision with an effective provision that comes as close as possible to it in economic terms, unless a supplementary interpretation of the contract takes precedence or is possible. The same applies in the event of contractual loopholes.

To the maximum extent allowed under applicable laws, these Terms are governed by the substantive laws of Singapore, to the exclusion of its rules of conflict of laws and to the exclusion of international treaties.

Any dispute, controversy or claim arising out of, or in connection with, these Terms, or the existence, breach, termination, or invalidity thereof, or any non-contractual obligations arising out of or in connection with these Terms, shall be finally settled by arbitration in accordance with the SIAC Arbitration rules 2019 the at the Singapore International Arbitration Centre (SIAC) for the time being in force, which rules are deemed to be incorporated by reference in this clause.

The seat of the arbitration shall be Singapore. The Tribunal shall consist of three (3) arbitrators. The language of the arbitration shall be in English.

All arbitral proceedings all information disclosed and all documents submitted or issued by or on behalf of any of the disputing parties or the arbitrators in any such proceedings as well as all decisions and awards made or declared in the course of any such proceedings shall be kept strictly confidential and may not be used for any other purpose than these proceedings or the enforcement of any such decision or award nor be disclosed to any third-party without the prior written consent of the party to which the information relates or, as regards to a decision or award, the prior written consent of all the other disputing parties.