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OnePlayr

Preamble

These General Terms and Conditions apply to the sale of the $Playr Token ($PLAYR) as part of the Initial Coin Offering (“ICO”).

These General Terms and Conditions are agreed between Oneplayr GmbH [Lilienweg.16, 74388 Talheim, Germany, HRB (hereinafter also “Company” or “Issuer” or “Oneplayr”) and any person (hereinafter “Buyer”) who fulfills the requirements set out in these General Terms and Conditions (hereinafter “Terms”) and has agreed to these Terms.

Please read the following carefully!

Oneplayr Token are not intended to constitute securities, debentures or interests in a collective investment scheme in any jurisdiction. specifically, the $Playr Token do not qualify as securities in the meaning of German or European laws. These Terms do not constitute a prospectus or offer document of any kind and are not intended to facilitate an offer of or a solicitation for investment in securities, debentures or collective investment schemes in any jurisdiction. by accepting these Terms, you agree to be legally bound by these Terms and you acknowledge that you have carefully reviewed these Terms and fully understand the risks, costs, and benefits of purchasing $Playr Token. if you are in any doubt as to the nature of this ICO, the risks involved or the action you should take, you should consult your legal advisor. if you do not agree to these Terms, in particular but not limited to the withdrawal from the agreement clause, please do not accept these Terms or agree to receive any $Playr Token.

Forward-looking statements, including the intended actions and performance objectives of Oneplayr as expressed in these Terms involve known and unknown risks, uncertainties, and other important factors that could cause the actual results, performance, or achievements of the Company in its development of the project Token to differ materially from any future results, performance, or achievements expressed or implied by such forward-looking statements. no representation or warranty is made as to future performance or such forward-looking statements. Buyer understands that any contribution made to Company is risk capital and may – depending on the $Playr Tokens success – be irrevocably lost. Buyer shall consult with its own legal, investment, tax, accounting, and other advisors to determine the potential benefits, burdens, and other consequences of such subscription.

The Company expressly points out that the purchase of these Tokens is associated with significant risks, which are described in detail in the risk disclosures in Appendix 1 of these Terms and Conditions, and for which the Company cannot provide any assurance that these risks will not occur.

With this in mind, the Company and the Buyer agree to the following:

§ 1 Scope of application and precedence of the Terms

(1) Only these Terms are binding for the entire sale of the $Playr Token. Other Terms that deviate from these, in particular those of the contractual partner, are expressly not part of the contract.

(2) These Terms exclusively govern the acquisition of the $Playr Token from Oneyplayr GmbH as the Token Issuer during the ICO phase. Future uses and possible applications of this Token on the Oneplayr Platform and within this ecosystem are subject to the Oneplayr Platform’s Terms of use. Further information on the ecosystem and the potential possibilities of services available and use of the Oneplayr Token can be found in the Whitepaper.

(2) If there are any inconsistencies between these Terms including its Annexes, and the Whitepaper, these Terms including the Risk Notices (Appendix 1) shall take precedence.

(3) These Terms exclusively govern the contractual relationship between the Oneyplayr GmbH and the Buyer and therefore do not confer any rights or claims on third parties, not even with the effect of protecting third parties.

§ 2 Timeline

(1) Timeline:

  • From 15 September 2024
    • You can buy $PLAYR in the presale via the Oneplayr Website directly from Oneplayr GmbH as the issuer. $Player Token are distributed by the Token Issuer exclusively.
    • After your registration and , you can buy the $Playr Token in the following currencies:
      • We store a claim upon successful transaction in the smart contract (User X is entitled to Y Tokens, acquired in Pre-Sale Phase A). The $Playr Tokens will be delivered to you on a later Stage before the official ICO
  • From presale end or latest Q1 2025
    • The presale ends and the locking -> graded-vesting begins. All users who invested less than €10K in total during the presale may receive 25% of their reserved $PLAYR after 6 months, then 25% per year. Users who invested more than €9,999 in total may only receive their 25% after a successful KYC process. The KYC is stored in the SmartContract, i.e., transfer is impossible without KYC. Only we administrators can set the KYC status for wallets. After 3 1/2 years, all users have received their presale $PLAYR. The vesting for users may be adjusted again. For the project owners, this vesting schedule is already fixed.
    • During this period, we also launch on central and decentralized exchanges, where new users can acquire new coins and trade them freely. They can move the acquired Tokens from the exchanges to their private wallet and then interact with our smart contracts again.
  • Q2 2025:
    • We unlock the staking function. Owners of $PLAYR can transfer their coins to a staking vault. The coins cannot be traded or reinvested in other parts of Oneplayr during this time. Users must wait for a period X before they can access the coins again.
    • As a thank you for staking, we give away a 2nd Token. $FAN. This $FAN Token cannot be exchanged or traded. Users can use this coin to unlock functions within the app, vote for new features we program (DAO), and they receive a *percentage cut of our transaction fees*. These transaction fees are received by players in $PLAYR. This is our actual staking reward & these $PLAYR also accumulate in the users’ staking account.

§ 3 Conditions of participation

(1) Buyer assures that he is at least 18 years old and has the legal capacity to effectively complete the purchase of the $Playr Token. If legal provisions link the use of goods or services in the Oneplayr Network to reaching a higher age limit, the Buyer commits to only acquiring $Playr Tokens and using such offers upon reaching this age limit. If the Buyer is acting on behalf of another legal entity, they hereby assure that they are authorized to conclude the contract on behalf of this legal entity, and that this entity is responsible alongside them for any violation of these Terms.

(2) In order to purchase the $Playr Token, the Buyer needs a wallet to receive the $Playr Token. The Oneyplayr GmbH reserves the right to prescribe further guidelines for certain wallet requirements.

(3) Buyers who wish to buy $Playr Token are obliged to comply with a KYC Process.Buyers interested in the purchase of $Playr Token will need to enter their personal data such as name, date of birth, address and nationality in an identification tool provided on the homepage of Oneplayr GmbH. The information required depend on the sums the investor wishes to invest. This requires specifically the:

  • Completeness and correctness of the data;
  • Matching with the identification documentation (such as e.g. passport) of the customer;
  • PEP check;
  • Checking whether the customer is on a sanctions list;
  • Duplicate check;
  • Depending on the amount of the investment, a Video-Ident Check will be carried out.

Based on the results of such checks and verifications, the customer will be assigned to a pre-defined risk class with risk classes ranging from “low” to “high”. Subscription requests of investors qualified as “high risk” will be rejected. Buyers having passed KYC procedures successfully, will be registered.

(4) Accepted currencies for the purchase of $Playr Tokens are Euro (EUR), Bitcoin (BTC) and Ether (ETH), USDC, Polygon Matic. Company reserves the right to accept other currencies.

§ 4 Use of the Oneplayr Token

(1) The purpose of the $Playr Token is to market Oneyplayr. The $Playr Token can be staked. By staking, the customer receives $FAN Tokens. Further information on the use of $Playr Tokens within the Oneplayr platform can be found in the whitepaper.

(2) The acquisition of the $Playr Token is not associated with any ownership right or a share or security right in Oneplayr GmbH.

(3) Likewise, the Buyer of $Playr Tokens does not acquire any rights under the law of obligations to future revenue shares, distributions or intellectual property rights or any other form of participation in the ecosystem or the Company, which operates this ecosystem or the companies affiliated with it.

(4) With the $Playr Token, the Buyer does not acquire any claims against Oneplayr GmbH or other natural or legal persons.

§ 5 Cancellation, withdrawal from the purchase contract, and the suspension of the sale

(1) Purchases of $Player Tokens are final in the sense that no refunds or cancellations of purchases can take place unless required by mandatory law or expressly provided for in these Terms.

(2) The Company reserves the right to reject or cancel purchase requests for $Playr Tokens at any time at its own discretion and to limit the amount.

(3) Furthermore, the Company may suspend the sale of Tokens at its own discretion. Reasons may include, in particular, suspicion of systematic fraud in the purchase of Tokens or excessive utilization of the IT systems of the company or the external service provider commissioned by it.

§ 6 Buyer’s Obligations

(1) ​The Buyer is solely responsible for securing their wallet or other storage mechanism they use to receive and hold the purchased Tokens.​ The company does not provide the service of crypto custody business, i.e., it does not manage, secure, or store the Tokens, but only delivers them to the address specified by the Buyer.

(2) This includes the private keys or other access data used for accessing the storage medium, which will be implemented once public trading is introduced. If the private key or other access data is lost, there is a possibility of no longer having access to the acquired Token. The Buyer is therefore responsible for losses, costs, or other expenses in connection with the lost access data.”

§ 7 Provision of information

The Company may, at its discretion, require the Buyer to provide information necessary to comply with or not violate any applicable laws or regulations in connection with the sale of the Tokens. By purchasing the Token, the Buyer agrees to promptly provide the information requested by the Company upon request. The Company is entitled to withhold or suspend the sale of Tokens until the Buyer has provided the requested information and it is ensured that the sale of the Token does not violate any applicable laws or regulations.

§ 8 Warranties of the Buyer

(1) The Buyer declares and warrants that he has read and also understood these Terms, including the risk information in Annex 1.

(2) The Buyer declares and warrants that he has read and understood the information on the right of withdrawal in accordance with Section 20 of these General Terms and Conditions.

(3) The Buyer declares and warrants that he has a sufficient understanding of the technical, financial, and business matters relating to the acquisition and use of Tokens, including cryptographic Tokens and storage mechanisms (such as Token wallets and blockchain technologies), to understand these Terms and comprehend the associated risks for him and their implications.

(4) The Buyer declares and warrants that the $Playr Token is in no way a security or other form of investment product and that it is intended to function as a currency and means of payment within the Oneplayr Ecosystem, but has no further added value and does not embody any rights, claims, or comparable rights against anyone.

(5) The Buyer agrees that this Token also does not confer any other rights in any form with respect to the Oneplayr network ecosystem or the Company or affiliated companies operating this platform, whether in the form of shares, participations, or contractual claims to future revenues, profit distributions, or other rights typically associated with corporate law, such as voting rights, rights to information, etc.

  • No company shares: ​The purchase of Tokens does not grant ownership rights in the Company.​
  • No profit participation: Token holders have no claim to profit distributions.
  • No co-determination rights: No voting rights or other decision-making powers are transferred.

(6) The Buyer declares and warrants that he is aware of the phases of the life cycle of the $Playr Token with its restrictions regarding acquisition and usability and that, in accordance with this life cycle of the $Playr Token, it can only be used to a limited extent in the ecosystem and, within the framework of the ICO, the acquisition of the $Player Token is limited in amount by transaction and customer.

(7) By purchasing these Tokens, the Buyer warrants that he fulfills all tax obligations applicable in his country arising from this purchase and use.

(8) To be eligible to purchase $Playr Token, you must

  • not be a legal resident of one of the Restricted Locations as defined in the following;
  • have full legal capacity to enter into a contract; and
  • if you are an individual, be at least 18 years old.

You must represent and warrant to us that you are not acting on behalf of or for the benefit of anyone else, unless you are acting for and under the direction of the company that employs you or has duly authorized you as their legal representative to buy the $Playr Token in their name and on their behalf.

(9) We may restrict or prohibit access to buy the $Playr Token from certain countries, territories, or jurisdictions (“Restricted Locations“). You represent and warrant that you are located in the territory or country which you asserted during the registration process and that you are not located in a Restricted Location. You shall not be eligible to, and you shall not be able to buy $Playr Token under these Terms if you are a citizen, resident (tax or otherwise), green card holder (or similar) of:

  • Algeria, Bahamas, Barbados, Botswana, Bolivia, Canada, Cambodia, Cuba, Ecuador, Ghana, Indonesia, Iran, Ivory Coast, Jamaica, Kyrgyzstan, Lebanon, Mongolia, Morocco, Myanmar, Namibia, Nepal, Nicaragua, Pakistan, Panama, Russia, Simbabwe, Syria, the Republic of North Korea, the People’s Republic of China, the United States of America, Vietnam, Yemen.
  • You are not a US citizen nor permanently resident in the United States, nor have a primary or secondary residence in the United States, including Puerto Rico, the US Virgin Islands, and other territories belonging to the territory of the United States;
  • You are not a citizen of Canada nor permanently resident in Canada, nor have a primary or secondary residence in any of the provinces and territories belonging to the territory of Canada;
  • You are not a citizen of Singapore nor permanently resident in Singapore, nor have a primary or secondary residence in Singapore.

(10) If you are participating in the ICO on behalf of a legal entity,

  • you represent and warrant that you are authorized to bind that entity to these Terms,
  • You warrant that the company you represent is not incorporated in a Restricted Location,
  • all references to “you” will refer to you and that entity, and
  • that entity agrees to be responsible for your acts, including for your and their compliance with these Terms.

(11) You shall not participate if applicable legal restrictions exist in your country of residence or domicile. You are responsible for ensuring that your participation in the ICO is not prohibited under applicable legal restrictions in your country of residence or domicile.

(12) The Buyer assures that he is not subject to the regulations of a politically exposed person. As part of the KYC process, politically exposed persons are generally excluded from purchasing Tokens.

(13) The Buyer warrants that he is not a citizen or resident of a territory in which the acquisition of these Tokens or the associated services or the use of the services or the acceptance and delivery of these Tokens is prohibited by law, decree, regulation, contract or administrative act. Furthermore, the Buyer assures that he/she is not acting on behalf of another legal entity (e.g. managing director or authorized signatory) for which the acquisition of these Tokens or the associated services or the use of the services or the acceptance or delivery of these Tokens is prohibited by law, decree, regulation, contract or administrative act.

(14) The Buyer agrees that it will not resell the Tokens it has purchased to Buyers in the United States unless such further sale is registered with the U.S. Securities and Exchange Commission (SEC) or an applicable exemption applies.

(15) The Buyer confirms that the information provided to the Company is true, correct and complete.

(16) The Buyer warrants that, if it has acquired $Playr Token on behalf of another legal entity, it has been duly authorized by that legal entity to act on its behalf and that it is duly established in accordance with the applicable laws of the legal system of its organization.

(17) The Buyer confirms that it is not using $Playr Token for the purposes of money laundering or terrorist financing.

(18) The Buyer confirms that it is aware that the repurchase or exchange of the Tokens back into the base currency is excluded.

§ 9 Taxes

You are responsible for determining any and all taxes and duties, including but not limited to sales, use, transfer, value added, withholding, and other taxes and/or duties assessed, incurred, or required to be collected, paid, or withheld for any reason in connection with your participation in the ICO (Token Generation Event), or otherwise in connection with any action, inaction, or omission by you or any affiliate of yours, or any of your or their respective employees, agents, contractors, or representatives, in connection with the ICO.

The Buyer commits to reporting and transferring the correct taxes to the tax authorities. It is the Buyer’s responsibility to determine whether and which taxes apply to their acquisition of Tokens, be it sales, use, or value-added taxes.

The purchase price for the Token is a net amount that does not include any additional taxes. The Token Issuer is not responsible for calculating, collecting, reporting, or remitting any taxes arising from the sale of Tokens to any authority. The Company is not obliged to determine whether taxes or duties apply to any transaction.

Should tax withholding be legally required in a country, these taxes will be incurred in addition to the purchase of the Token and will be shown as statutory taxes alongside the net sales price of the Tokens. The Company does not guarantee or assume responsibility for the incurrence of additional taxes.

If withholding taxes are legally required in a country, these taxes will be due in addition to the purchase of the Token and will be shown as statutory taxes alongside the net sales price of the Tokens. The Company does not provide any guarantee for the incurrence of additional taxes.

§ 10 Recognition of notices and risks in accordance with Annex 1

The Buyer declares that he has read and understood the legal information in Annex 1 of these Terms and expressly acknowledges that he accepts the risks associated with the purchase, possession and use of the $Playr Tokens as described and explained in Annex 1. By purchasing the Tokens, the Buyer expressly acknowledges and accepts these risks.

§ 11 Limitation of Liability

(1) Company operates its service carefully and reliably. Nevertheless, interruptions or losses may occur during the provision of services by the company as a result of unavoidable events for which the Company is not responsible or maintenance work required for operations. The Company shall endeavor to rectify disruptions or interruptions as quickly as possible.

(2) To the maximum extent permitted by all applicable laws, regulations and rules and except as otherwise provided in these Terms, the Token Issuer hereby expressly disclaims its liability and shall in no case be liable to you or any person for:

  • the use of $Playr Token for any purpose in connection with money laundering, terrorism financing or any other acts in breach or contravention of any applicable law, regulation or rule;
  • ending the ICO;
  • Failure or delay in the delivery by the Token Issuer, and receipt by you, of $Playr Token;
  • failure, malfunction or breakdown of, or disruption to, the operation of the ICO website or any tools, systems and platforms relied upon by the Token Issuer due to occurrences of hacks, cyber-attacks, distributed denials of service, errors, vulnerabilities, defects, flaws in programming or source code or otherwise, regardless of when such failure, malfunction, breakdown, or disruption occurs;
  • failure, malfunction or breakdown of, or disruption to, the operation of any blockchain, any blockchain-based software systems or any blockchain technology in connection with the operations of the Token Issuer;
  • any virus, error, bug, flaw, defect or otherwise adversely affecting the operation, functionality, usage, storage, transmission mechanisms, transferability or tradability of $Playr Token if and when $Playr Token have been made available for trading on a cryptocurrency exchange, and other material characteristics of $Playr Token
  • decreases or volatility in traded prices or trading volume of $Playr Token;
  • failure or unfitness of $Playr Token for any specific purpose;
  • failure to disclose information relating to the progress of the ICO;
  • loss or destruction of the private keys to the cryptocurrency wallets by the ICO Buyer;
  • failure or delay in the availability of $Playr Token for trading on a cryptocurrency exchange or any rejection of trading of $Playr Token by a cryptocurrency exchange;
  • any prohibition, restriction or regulation by any government or regulatory authority in any jurisdiction of the operation, functionality, usage, storage, transmission mechanisms, transferability or tradability or other material characteristics of $Playr Token.

(3) To the maximum extent permitted by the applicable laws, regulations and rules:

  • the Token Issuer shall not be liable for any indirect, special, incidental, consequential or other losses of any kind, in tort, contract or otherwise (including but not limited to loss of revenue, income or profits, and loss of use or data), arising out of or in connection with the receipt, use or holding of $Playr Token by You;
  • the aggregate liability of the Token Issuer, in tort, contract or otherwise, arising out of or in connection with the use, receipt or holding of $Playr Token by You shall be limited to the amount paid by You for $Playr Token; and

(4) You hereby agree to waive, to the extent legally possible, all rights to assert any claims under the applicable laws, regulations and rules and you may make claims only based on these Terms.

(5) To the maximum extent permitted by the applicable laws, regulations and rules, you shall indemnify, defend, and hold the Token Issuer and/or its subsidiaries, related companies, affiliates, directors, officers, employees, agents, successors, and permitted assignees (“Indemnified Persons”) harmless from and against any and all claims, damages, losses, suits, actions, demands, proceedings, expenses, and/or liabilities (including but not limited to reasonable legal fees incurred and/or those necessary to successfully establish the right to indemnification) filed/incurred by any third party against any of the Indemnified Persons arising out of a breach of any warranty, representation, or obligation hereunder by You or caused by You.

(6) NO ASSIGNMENT: Subject to these Terms, only you and no other person shall have the right to any claim against the Token Issuer in connection with Your subscription to purchase $Playr Token. You shall not assign, trade or transfer, or attempt to assign, trade or transfer, your right to receipt of $Playr Token on the basis of Your subscription. Any such assignment or transfer shall not impose any obligation or liability of the Token Issuer to the assignee or transferee.

(7) NO WAIVER: Any failure of the Token Issuer to enforce these Terms or to assert any right(s), claim(s) or causes of action against You under these Terms shall not be construed as a waiver of the right of the Token Issuer to assert any right(s), claim(s) or causes of action against You.

(8) Company shall only be liable for damages in the event of intent or gross negligence. Liability for slight negligence is excluded, with the exception of personal injury.

(9) Company shall not be liable for indirect or consequential damage, for example to the software or hardware of the Buyer or a third party, or for any resulting loss of profit or financial loss or for damage arising from third-party claims against the Buyer. In particular, the company shall not be liable for damages which are due to unavoidable interruptions to operations or which are necessary to carry out work required for operations or to avoid disruptions to operations or which are due to events for which the company is not responsible, such as in particular network disruptions, computer failures or criminal activities by third parties.

(10) The Company accepts no liability for loss of Buyer data for which the Company is not responsible, e.g. due to hacker attacks. The Buyer will be informed immediately of the occurrence of a data loss.

(11) Company assumes no liability for the tokens stored in the wallet for the Buyer or for the Buyer’s data stored there or for transactions between the Buyer’s wallets.

(12) The limitations and exclusions of liability set out in this section shall also apply to consumers, unless they contradict mandatory statutory provisions.

§ 12 No recommendation or offer of securities

(1) The Whitepaper with the Legal Information and these Terms and Annex 1 do not constitute a recommendation to sell or an invitation to purchase Tokens by the Company. There is also no obligation to enter into a contract for the purchase of these Tokens.

(2) In particular, the Whitepaper with the Legal Notices does not constitute a prospectus or an offer document of any kind and is not to be understood as an offer of securities or as an offer of other forms of investment products.

§ 13 Data Protection

We inform you in accordance with Art. 13 of the General Data Protection Regulation (Regulation 2016/679/EC, “GDPR”) that in the context of this Agreement, We process Your personal data for the purpose of KYC processes based on the German anti-money laundering laws. This includes the following data:

  • Name, address, date of birth, citizenship, and other data necessary for the assessment and investigation of Your identity.
  • Wallet address used for the transfer of Token
  • …

The parties acknowledge that the Buyer has the right to request information about their personal data that are processed. This information includes the purposes of processing, the categories of personal data, the categories of recipients and the planned storage period.

The parties further acknowledge that the Buyer has a right to rectification, erasure, restriction of processing or objection and data transmission under the prerequisites of the corresponding provisions in the GDPR and in due consideration of the restrictions provided in the GDPR and the German Data Protection Act.

The parties acknowledge that if the Buyer is of the opinion that the processing of their personal data does not comply with applicable data protection regulations, they have the option to direct a complaint to the German data protection office.

Further information can be found in Oneplayr’s Privacy Policy.

§ 14 Governing Law and Jurisdiction

(1) To the extent permitted by law, these Terms shall be governed exclusively by the laws of the Federal Republic of Germany. This applies to all legal disputes arising from this contractual relationship, including those concerning its existence or non-existence.

(2) The place of jurisdiction for all disputes arising from this contractual relationship - insofar as legally permissible - is Talheim.

(3) The Company is entitled to change or modify these Terms, including the risk information in Annex 1, or to replace them with other provisions without the consent of the other contractual partner being required.

§ 15 Registration and Identification (KYC)

(1) The conclusion of the purchase contract requires that the Buyer has agreed to these Terms and Conditions and has fully registered with the Company and is associated with a Restricted Location and fulfills the other requirements of these Terms.

(2) The Company is obliged to obtain information about the Buyer due to obligations under money laundering law. The Buyer must provide the data collected by the Company completely and truthfully in accordance with the requirements of the Money Laundering Act upon conclusion of the contract within the framework of the Know-Your-Customer (KYC) procedure. For the purpose of identification, the Company must collect the full name, date of birth, place of birth, full address and nationality of natural persons and may inspect a valid official photo ID to verify the information. In the case of legal entities, the company name, legal form, registration number, address of the registered office and the name of the legal representative must be provided. This information can be checked on the basis of extracts from the commercial or cooperative register or comparable official registers or directories. If further information obligations arise from the Money Laundering Act, the Buyer is obliged to provide this information. These aforementioned information obligations shall also apply with regard to the beneficial owner in the context of identification in accordance with the Money Laundering Act.

(3) If it turns out that the Buyer does not fulfill his obligations to cooperate in order to ensure proper identification or if it turns out during the registration process that the Buyer does not fulfill the participation requirements or is located in a restricted location, no contract will be concluded. In this case, the Company will refund the purchase price to the Buyer if the Buyer has already purchased the corresponding Tokens. All transaction fees in connection with this refund shall be borne by the Buyer.

§ 16 Severability clause

Should individual provisions of these Terms be invalid, ineffective or unenforceable, this shall not affect the validity of the remaining clauses of these Terms. In the event that a provision is missing, this loophole shall be replaced by a valid provision that comes closest to the intention of both parties.