GENERAL TERMS AND CONDITIONS "BELIEVER PASS"

Last updated: 18.03.2024

PLEASE NOTE: This English version of our General Terms and Conditions is for translation purposes only. The German version, which is also available here (for mobile scroll down) , is authoritative and the only legally binding version.

Please read these General Terms and Conditions ("GTC") and our Privacy Policy carefully, as they govern the legal relationship between us, BARACUS Business GmbH, Wangenheimstr. 7, 14193 Berlin (Germany) as "PROVIDER" and you as User and, if applicable, as NFT-Holder.

I. DEFINITIONS

Artwork is all content, files and materials to which the NFT refers via a hyperlink (tokenURL) and which serve to visualize the NFT on the Internet. The Artwork is not stored on the blockchain, but in a decentralized manner in the InterPlanetary File System (IPFS).

Digital Wallet is a solution offered by third-party providers as a technical infrastructure for receiving, storing, transferring, exchanging or issuing digital units of value, such as cryptocurrencies and/or NFTs.

GTC: These General Terms and Conditions in their respective valid form, as amended from time to time.

NFT stands for "Non-Fungible Token". For the purposes of these GTC, an NFT is a non-replicable token (NFT) registered on a blockchain network that is issued by the Provider in accordance with these GTC via The Platform under the name "BELIEVER PASS".

NFT Holder is the person who proves ownership of the NFT to the Provider in accordance with these GTC.

The Platform are the websites maintained at www.nft.lumenart.xyz and www.lumenpunks.xyz and all subpages and subdomains with all content and services listed and made available there, in particular a digital platform for the receipt of gratious financial dispositions and the issuing of digital proof of the provision of these dispositions in the form of NFTs.

User is the person who makes use of the content and services listed and provided on The Platform. Entrepreneurs, who are traders within the meaning of Section 14 of the German Civil Code (BGB) and individuals who have reached the age of 18 are eligible as Users.

II. SCOPE AND SUBJECT MATTER OF THE CONTRACT

The Provider operates a digital platform at www.nft.lumenart.xyz for the receipt of gratious financial dispositions and the issuing of digital proof of the provision of these dispositions in the form of NFTs.

These GTC govern the legal relationship between the Provider and the User in relation to the use of The Platform. By using The Platform or by purchasing or using an NFT, the User accepts the validity of these GTC as amended from time to time.

These GTC shall also apply to all future transactions with the User, unless expressly agreed otherwise. The applicability of conflicting, deviating or supplementary terms and conditions of the User is excluded, even if the Provider does not expressly object to such terms and conditions.

III. CONTENT AND LEGAL NATURE OF THE DISPOSITION

The Provider is the initiator of the "LUMEN ART" project described in more detail on The Platform and is seeking financial support from third parties for its implementation and realization.

As part of the "BELIEVER PASS" campaign, the Provider offers the opportunity via The Platform and in accordance with these GTC to make a gratuitous disposition in the form of a monetary payment of a fixed amount („Schenkung“ in accordance with Section 516 BGB) to Providers.

The disposition is to be used to implement the project. The Provider will make every effort to implement the project. However, the Provider promises neither a certain success nor a certain achievement of purpose.

The User is aware of this and agrees that the disposition is made voluntarily and gratiously, i.e. legally independent of any consideration. The User has no legal entitlement against the Provider for the provision of specific services in return or for the achievement of a specific project success.

Insofar as this is legally permissible, revocation of the disposition and any entitlement by the User for repayment of the disposition, for example due to failure to achieve certain project objectives, irrespective of their legal grounds, is excluded. Further legal entitlements remain unaffected.

The disposition constitutes a „donation“ („Schenkung“) in accordance with Section 516 of the German Civil Code (BGB), but is expressly not a „donation“ in the sense of tax law („Spende“). The User is aware and agrees that the Provider is a commercial enterprise that is not recognized as a "non-profit organization". The Provider can therefore not issue "donation receipts" for tax purposes („Spendenbescheinigung“) for the dispositions made.

IV. IMPLEMENTATION OF THE DISPOSITION

In order to make the disposition, the User must first register with a valid e-mail address via an input mask for the "Web3Auth" service, that is provided on The Platform and offered by the Web3 authentication service provider Torus Labs Private Limited, 38 Lor Stangee, 425021, Singapore (hereinafter "Web3Auth"). After successful registration, a Web3Auth user account is created for the User, to which a digital wallet is assigned (hereinafter "Web3Auth Wallet"). The use of the services of Web3Auth is exclusively subject to the terms of use and data protection provisions of Web3Auth, to which the User is informed separately.

After successful login via Web3Auth, the User must enter the data required for the payment method selected by the User completely and correctly via an input mask provided for this purpose on The Platform by the payment service provider Stripe Payments Europe Ltd, 1 Grand Canal Street Lower, Grand Canal Dock, Dublin, Ireland (hereinafter "Stripe"). Stripe may use other payment services to process payments (e.g. PayPal, payment by credit card). The use of the services of Stripe and any other payment Providers shall be governed exclusively by their respective terms of use and data protection provisions, to which the User is informed separately.

The number of possible dispositions per User and their amount are determined by the Provider. The total number of possible dispositions is limited. The User has no legal entitlement to the implementation of a disposition.

The disposition is made in EUR. If the User makes a payment in another currency, the amount shall be converted into EUR. The relevant amount in EUR shall be decisive.

The disposition is bindingly executed after the User has clicked on the button "Buy Now“ (or smiliar) during the payment process. The disposition is deemed to have been made once payment has been successfully processed (Section 362 German Civil Code (BGB)).

The User must accept these GTC and the Provider's data protection provisions when making the disposition. This process is logged electronically.

V. PROVISION OF THE NFT

Once the payment has been successfully processed, the User will receive confirmation from that the disposition has been made.

In addition, each successfully completed disposition enables the issue of digital proof of the disposition in the form of an NFT. For this purpose, the User is given access to an NFT registered on the blockchain via the Web3Auth user account of the Web3 wallet .

The transfer of the NFT from the Provider to the User is considered complete when the NFT appears in the User's Web3Auth wallet.

The User has the option of transferring the NFT from the Web3Auth wallet to their own Digital Wallet. To do this, the User must have a Digital Wallet that is compatible with Web3Auth. Compatible Digital Wallet include "Metamask", "Coinbase Wallet" and any Digital Wallet compatible with "Wallet Connect".

The transfer of the NFT from the Web3Auth wallet to the User's own Digital Wallet is the sole responsibility of the User.

Digital wallets are provided by third parties and not by the Provider. These GTC do not apply to the use of the Digital Wallet by the User. Rather, their use is subject to the terms of use of the respective third-party Provider of the Digital Wallet. The User should ensure that they have read these Terms of Use before creating und using their Digital Wallet and that they maintain the security of their Digital Wallet.

The Provider is not in possession of private keys for the User's Digital Wallet. The public address of the User's Digital Wallet is made publicly visible with every transaction made by the User.

The respective third-party Provider of the Digital Wallet may charge the User a fee for the service it provides.

It is the responsibility of each User to ensure the compatibility of their Digital Wallet with Web3Auth before initiating the transfer of the NFT and that the Digital Wallet is operated and stored under appropriate security conditions. Failure to do so may result in the loss or theft of NFTs. Any action taken as a result of the User's Digital Wallet being compromised is the responsibility of the User.

VI. CONTENT AND FUNCTIONALITY OF THE NFT

In the future, the Provider plans to give NFT Holders preferential treatment when carrying out certain project-related actions.

This preferential treatment may include, for example, exclusive access and/or discounts on future NFT drops, merch pre-sales, live-events, community spaces and metaverse activities and membership in a decentralized autonomous organization (DAO).

The Provider may make the preferential treatment wholly or partially dependent on proof of ownership of the NFT (e.g. by connecting the Digital Wallet to The Platform) and/or through another method of identification specified by the Provider (e.g. through a know-your-customer process).

The Provider decides at its own discretion how and under what conditions preferential treatment and proof of NFT ownership will be granted. There is no legal entitlement to preferential treatment on the part of the User or the NFT Holder.

The User is aware of and agrees that only the NFT Holder and not the User as the person who made the disposition, is entiteld to any preferential treatment (if and to the extent it is granted).

If the User is not (or is no longer) the owner of the NFT or cannot (or can no longer) prove ownership of the NFT, the User may not make use of preferential treatment (if and insofar as it is granted).

VII. TRADING THE NFT ON THE SECONDARY MARKET

The NFT Holder is entitled to sell the NFT, that is in his possession on the secondary market for non-commercial purposes in accordance with the following provisions and to transfer it to third parties for this purpose.

The NFT must always be transferred in full, i.e. all rights associated with the NFT must always be transferred to the acquirer, in particular the rights to the Artwork pursuant to Section X. and any rights relating to preferential treatment pursuant to Section XX (if and to the extent it is granted).

Upon transfer, the NFT Holder must ensure that the respective acquirer is aware of these GTC in their respective valid form, as amended from time to time) and accepts them.

If the NFT Holder sells and transfers the NFT to a third party, he undertakes to pay 10% of the resale proceeds to the Provider (hereinafter referred to as "Royalties"). The NFT Holder hereby assigns his payment claim against the third party in the amount of the Royalties to the Provider, who hereby accepts the assignment. The Royalties are paid out automatically (insofar as this is technically and legally possible on the respective NFT platform) via the smart contract of the NFT sold, which ensures that a corresponding percentage of the purchase price received in the NFT Holder's Digital Wallet is automatically forwarded to the Provider's Digital Wallet. The NFT Holder undertakes to pass on an obligation corresponding to this regulation to the purchaser of the NFT so that the payment of Royalties to the Provider is also secured in the event of further sales of the NFT.

The Provider is not involved in and assumes no responsibility for the sale and transfer of the NFT to third parties and the related transactions on third party marketplaces. It is the sole responsibility of the NFT Holder and the respective acquirer to verify what rights are attached to an NFT acquired on or obtained through a third party marketplace outside The Platform.

It is only possible to dispose of one's own NFTs if the NFT Holder has access to the Digital Wallet in which the NFT is stored. If the access data (private key) is lost, it may no longer be possible to dispose of the NFT.

The User is aware of and agrees that NFTs may represent digital assets based on blockchain technology. As with any technology, it cannot be ruled out that the blockchain may be attacked by cyberattacks. Such cyberattacks or other impairments of the blockchain or NFTs may result in NFTs becoming temporarily or permanently unavailable and no longer being able to be disposed of. The same applies in the event that the NFT infrastructure required for holding and trading NFTs (e.g. the blockchain as such or NFT third-party marketplaces) should no longer exist.

The User acknowledges and agrees that NFTs may be highly volatile assets that may be subject to significant price fluctuations in the secondary market. The value of an NFT may therefore rise and/or fall again after its initial purchase. The Provider has no influence on the performance of NFTs. Due to the high volatility of the asset value of NFTs, there is no guarantee that the User will be able to resell the NFT to third parties.

All costs associated with or arising from the sale and transfer of the NFT to third parties (e.g. so-called "gas fees") and actual and legal risks (e.g. loss of the NFT, loss of value/increase in value, errors in the transaction, regulatory restrictions/changes) as well as any tax burdens shall be borne solely by the User or the NFT Holder. The Provider assumes no responsibility for this.

VIII. INTELLECTUAL PROPERTY

All intellectual property rights (including any copyrights or trademarks) in the architecture, content or elements of The Platform and the NFT (including the Artwork) are the sole property of the Provider or its licensors.

These GTC do not transfer any intellectual property rights to the User or the NFT Holder. Any partial or complete reproduction, representation, modification or use (except as expressly permitted in these GTC) of one or more elements of The Platform or the NFT (including the Artwork) by the User or the NFT Holder, for any reason whatsoever, is prohibited.

The Provider grants the NFT Holder a non-exclusive, geographically unrestricted right to use the Artwork linked to the purchased NFT for private, non-commercial purposes, namely to exhibit it digitally, distribute it, communicate it tothe public and transfer it (together with the NFT) to third parties in accordance with these GTC. Neither the User nor the NFT Holder is entitled to sublicense or edit the Artwork. Commercial use of the Artwork by the User or the NFT Holder is excluded.

The User and the NFT Holder are aware that the NFT and the Artwork linked to it constitute a single unit that may not be split up by either the User or the NFT Holder. The NFT and the Artwork may only be transferred to third parties as a unit. The aforementioned dispositioning of rights in relation to the Artwork thus follows the ownership of the NFT. An isolated transfer of the rights dispositioned to the Artwork without a simultaneous transfer of the NFT is not permitted and leads to the expiry of the rights dispositioned to the Artwork.

IX. LIABILITY, RESPONSIBILITY FOR HYPERLINKS AND WARRANTY

The Provider shall be liable without limitation in the event of intent or gross negligence, for injury to life limb und health, in the event of a breach of material contractual obligations (cardinal obligations) and to the extent of a guarantee assumed by the Provider (if any).

In the event of a breach of material contractual obligations, the Provider shall only be liable for foreseeable damage typical of the contract if this was caused by simple negligence, unless the User's claims for damages are based on injury to life, limb or health.

There is no further liability on the part of the Provider.

The above limitations of liability do not apply if the Provider has fraudulently concealed a defect or has assumed a guarantee for the quality. The same applies if the Provider and the User have reached an agreement on the quality of an item. The provisions of the German Product Liability Act (Produkthaftungsgesetz) remain unaffected.

The Platform may contain links to other websites or other internet sources. The Provider is not responsible for these external websites and sources, including but not limited to:

the content, advertising, products, services or other materials available on such external websites or resources; and/or
for any direct or indirect loss or damage arising directly or indirectly from the use of the content, advertising, products, services or other elements available on these external websites or sources.

The statutory warranty („Gewährleistung“) is governed by the statutory provisions.

X. RESPONSIBILITY OF USERS AND NFT HOLDERS

The User and the NFT Holder must comply with all applicable laws in relation to the use of The Platform and/or the NFTs. In particular, neither the User nor the NFT Holder may, directly or indirectly:

use The Platform and/or the NFTs for purposes other than those specified in the GTC;
violate common decency or applicable law with its usage behavior
infringe industrial property rights and copyrights or other property rights of the Provider or third parties
decipher, decompile, disassemble, reverse engineer, extract or otherwise attempt to derive the source code or underlying ideas or algorithms of any part of The Platform and/or NFTs, except as permitted by applicable law;
disrupt the functionality of The Platform, place an unreasonable or disproportionate load on The Platform's infrastructure, circumvent the technical measures used by The Platform or spread a virus or other technology that could harm The Platform;
modify, translate or otherwise create derivative works of any part of The Platform and/or the NFTs.

XI. PRIVACY / DATA PROTECTION

The Provider respects the applicable data protection law, in particular the requirements of the European General Data Protection Regulation (GDPR) and the German Federal Data Protection Act (BDSG). If personal data is collected in connection with the use of The Platform or the purchase of NFTs, this is done in accordance with these regulations. If necessary, the Provider will obtain declarations of consent from the User. Further information on data protection can be found in the Provider's privacy policy.

XII. TERM AND TERMINATION

The contractual relationship between the Provider and User in relation to the use of The Platform is concluded for an indefinite period and can be terminated by either party with immediate effect without observing a notice period. Notice of termination must be given in text form.

The right to extraordinary termination of the contractual relationship for good cause remains unaffected by this. If the Provider is no longer able to operate The Platform or issue NFTs due to regulatory requirements or for other reasons, this shall constitute good cause for termination of the contract of use.

Termination shall have no effect on the relationship between the Provider and the User and/or the NFT Holder in relation to the dispositions made via The Platform and the NFTs issued.

XIII. INFORMATION ON CONSUMER PROTECTION

If the User is a consumer within the meaning of Section 13 of the German Civil Code (BGB), they have a right of withdrawal of 14 days in the event of the conclusion of a contract with which they enter into obligation to pay a price to the Provider as a consumer. A consumer within the meaning of Section 13 BGB is every natural person who enters into a legal transaction for purposes that predominantly are outside the consumer’s trade, business or profession.

In the following, the User is informed about his right of withdrawal from the contracts concluded with the Provider via The Platform:

Cancellation policy

Right of withdrawal

You have the right to withdraw from this contract within fourteen days without giving any reason.

The withdrawal period is fourteen days from the date of conclusion of the contract.

To exercise your right to withdraw, you must inform us (BARACUS Business GmbH, Wangenheimstr. 7, 14193 Berlin (Deutschland), E-Mail address: gm@lumenpunks.xyz) 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 sample withdrawal form, but this is not mandatory.

To meet the withdrawal period, it is sufficient for you to send your notification of exercising your right of withdrawal before the withdrawal period has expired.

Consequences 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. For this repayment, we will use the same means of payment that you used for the original transaction, unless expressly agreed otherwise with you; under no circumstances will you be charged any fees for this repayment. If you have requested that the services should commence during the withdrawal period, you must pay us a reasonable amount corresponding to the proportion of the services already provided up to the time at which you inform us of the exercise of the right of withdrawal with regard to this contract compared to the total scope of the services provided for in the contract.

Information on the premature extinction of the right of withdrawal:

The right of withdrawal extincts in the case of a contract for the provision of services if we have provided the service in full and if the contract obliges you to pay if we have only started to provide the service after you have given your express consent to this and at the same time confirmed your knowledge that you will lose your right of withdrawal if we have fulfilled the contract in full. The right of revocation also extincts in the case of a contract for the delivery of digital content that is not on a physical data carrier if we have started to execute the contract and, if the contract obliges you to pay, after you have expressly agreed that we will start to execute the contract before the expiry of the revocation period and at the same time have confirmed your knowledge that you will lose your right of revocation by giving your consent at the beginning of the execution of the contract and we have sent you a confirmation of the concluded contract.

Sample withdrawal form

If you wish to cancel the contract, please fill out this form and send it back to us:

To BARACUS Business GmbH, Wangenheimstr. 7, 14193 Berlin (Germany), e-mail address: gm@lumenpunks.xyz:

I/we (*) hereby revoke the contract concluded by me/us (*) for the purchase of the following goods (*)/the provision of the following service (*)

Ordered on (*)/received on (*)

Name of the consumer(s)

Address of the consumer(s)

Signature of the consumer(s) (only for notification on paper)

Date

__________

(*) Delete as appropriate

XIV. APPLICABLE LAW, LANGUAGE OF NEGOTIATION AND CONTRACT, PLACE OF JURISDICTION

The language of negotiations and contracts is German.

All disputes arising out of or in connection with such a contract shall be governed by German law to the exclusion of the United Nations Convention on Contracts for the International Sale of Goods (CISG). Despite the application of German law, Users who are consumers may enjoy the protection of mandatory provisions of the law of the country in which the consumer has his habitual residence. The application of mandatory provisions restricting the choice of law and, in particular, the application of mandatory legal provisions of the country in which the consumer has his habitual residence, such as consumer protection law, remain unaffected.

If the User or NFT Holder is a merchant („Kaufmann“), a legal entity under public law („juristische Person des öffentlichen Rechts“) or a special fund under public law („öffentlich-rechtliches Sondervermögen“), the place of jurisdiction for all disputes arising from contractual relationships between the User or the NFT Holder and the Provider is the registered office of the Provider.

XV. FINAL PROVISIONS

Should any provision of these GTC be invalid in whole or in part, this shall not affect the validity of the remaining GTC.

The Platform operator may amend these GTC for legitimate reasons, in particular for legal, regulatory or security reasons. If the Provider amends these GTC after the conclusion of a contract with the User, the amendments shall apply from the time of acceptance by the User.

XVI. DISPUTE RESOLUTION

The European Commission provides a platform for out-of-court dispute resolution, which can be accessed here https://ec.europa.eu/consumers/odr.

The Provider is neither willing nor obliged to participate in dispute resolution proceedings before a consumer arbitration board.

CONTACT

Please contact us via gm@lumenpunks.xyz if you have any questions about The Platform, these GTC or our privacy policy.

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BARACUS® Business GmbH
Wangenheimstr. 7

14193 Berlin (Germany)