Terms of Use

The following General Terms of Use apply to all business relations with our users.

Our Terms of Use apply exclusively. Any deviating, inconsistent or supplementary general terms of use of the user shall become an integral part of the contract only if and to the extent that we have expressly approved the validity thereof in writing.

VIPE is a decentralized application, an avatar minting platform that is set up on several blockchain networks and uses specially developed “smart contracts”. The application enables users to tokenize VR Avatars (hereinafter “Crypto-Collectibles”, “VIPE Avatars”, “VIPE Artworks” or “VIPE Art”, technically a token in the blockchain environment) that are encoded into the token information string. Virtual Persona Inc., creator of VIPE, makes an app and a website available for this purpose. The user community should also be granted access to the platform so that it can take part in the creation of Crypto-Collectibles. We use the network to start the website and to let users create Crypto-Collectibles that are in full possession of the creator, being transferred from the smart contract to the creator wallet at the moment of creation. There is not a limit of artwork to be ever created.

In case a user wants to “mint” (process of creating a token) their avatar, a fee will be charged at the moment of the creation. Also a variable network fee will be charged by the blockchain network chosen. Every avatar provided on the platform has to be original and after saving or minting it will be encoded into the ERC721 token with its VRM file and the wallet address of the creator. Once created the artwork cannot be destroyed or taken away from any user. VIPE app is a minting platform, in other words, it is a tool. Anyone uploading avatars accepts full responsibility for what they upload to the blockchain network chosen. These avatars once created can be sold by its creator on the VIPE marketplace and other supported marketplaces.

A user account must be created to access several (chargeable) services of the website and the app.

Only fully legally competent persons are permitted to use our website and/or app.

The user undertakes not to provide any false particulars on his identity. Furthermore, the user also undertakes to check his particulars on a regular basis in order to ensure they are correct.

If you use our services, you are responsible for ensuring the confidentiality of your account, your password and for the restriction of access to your computer and your mobile equipment as well as for the security of your electronic wallet (“Wallet”). You undertake to take all the measures required to ensure that your password remains secret and is safely stored.

You undertake to inform us without delay if you find out that a third party has gained knowledge of your password or the password is being used without authorization or this is probable.

You may change your user name and your password subsequently at any time if it would be needed.

You may not use our services in a manner suitable for interrupting or damaging the services or for impairing them in any other way. Furthermore, you may not use the services for activities that are fraudulent or connected with a criminal offense or illegal activities.

We reserve the right to withhold the services from you on the website or to close members’ accounts at our discretion. This applies particularly in the event that you violate applicable law, contractual agreements or our Terms of Use. This shall have no effect on your rights to the Crypto-Collectibles.

Users of the website and/or the app may delete their account at any time. After deletion of the account, you will no longer be able to access the service. This shall have no influence on your rights to the Crypto-Collectibles.

To conduct transactions on the app and/or on the website, you must first install a browser extension named MetaMask or a supported wallet by Wallet Connect. This requires that you have installed a web browser compatible for this, such as the Google Chrome web browser. MetaMask is an electronic wallet (“Wallet”) that allows you to purchase cryptocurrency directly, save it and conduct transactions in cryptocurrency. You can conduct transactions on our website and/or app only via MetaMask or supported wallets through Wallet Connect. To do so, you must connect your Wallet to our website and app.

In order to purchase a Crypto-Collectible or additional functions, extensions or modifications, the prices shown for the respective products must be paid to the current owner of the collectible. If you conduct transactions on the website and/or app, these transactions will be conducted solely via the cryptocurrency network.

Cryptocurrencies demand the payment of a transaction fee for transactions that take place in the network. You must therefore pay such a transaction fee for each transaction.

The contents, works and the information published and provided on our website and app are subject to US copyright and ancillary copyright.

Virtual Persona Inc. is the sole holder of all the rights and property rights to the services provided on our website and app by Virtual Persona Inc. such as the image editor, decoder, brand image, brand name and smart contracts.

Users will use VIPE to create content that will become their sole responsibility. Nevertheless VIPE has the right to share the content created in its platform and smart contract. Also VIPE can flag and delete any content that is in violation with our terms and conditions.

Avatars created by the users are encoded in the form of tokens in the blockchain containing the artist wallet address to prove authenticity.

The intellectual property remains the possession of the creator.

Owning an avatar (VIPE token or NFT) is analogous to owning a physical one.

Ownership of an avatar (VIPE token or NFT) does not include intellectual property rights such as copyright claims, ability to produce commercially, and create merchandise therefrom, etc unless their creator specifically grants such rights.

You can create new Crypto-Collectibles on our website and app. Crypto-Collectibles are intangible digital assets that exist only on the basis of the proof kept in the blockchain network and are not saved on a physical disk. Our website and/or app do not save, send or receive any Crypto-Collectibles themselves. This is due to the fact that Crypto-Collectibles exist only on the basis of the proof in the blockchain.

If you purchase a Crypto-Collectible, we shall grant you limited, not exclusive, transferable rights to use the Crypto-Collectible for the following purposes:

• for personal, non-commercial use;

• for the transaction of the rights on marketplaces, provided the marketplace cryptographically checks the rights of each Crypto-Collectible purchaser to ensure that only the actual rights holder can display and transfer the Crypto-Collectibles.

For inclusion, involvement or participation in other tools or activities on our website and/or app or on a third-provider website or application provided that the website/application cryptographically checks the rights of each Crypto-Collectible purchaser to ensure that only the actual rights holder can display and use the Crypto-Collectibles.

For the modification of the Crypto-Collectibles, provided the modifications can be cryptographically checked. In particular, Crypto-Collectibles can be modified through the services provided by us.

It will be possible to visualize the Crypto-Collectibles on VIPE platform.

The rights granted apply only to the extent to which you continue to be the holder of the rights to the respective Crypto-Collectibles. Once you transfer these, your rights lapse.

Any kind of reproduction, processing, dissemination, saving and any kind of use beyond the limits of the rights requires our prior written approval. In particular, the Crypto-Collectibles may not be:

• used to advertise the products or services of third parties;

• used in connection with images, videos or other media that show hatred, intolerance and/or violence or infringe third-party rights;

• used for commercial purposes if it applies.

VIPE reserves the right of final decision in case of a copyright violation, resulting in the removal of the token from the marketplace and the removal of the rights to create more artworks using VIPE app.

Virtual Persona Inc. expects and asks that the artworks created in the platform are created exclusively by the artist who has tokenized the artwork, nevertheless, Virtual Persona Inc. is not liable if a user breaks this terms and conditions and tokenize artworks that are not their original creation.

The users of our website and/or app can take part in “art competitions” organized by us at irregular intervals. In addition to these Terms of Use, the respective conditions of participation apply to the competitions.

VIPE shall endeavour to offer the service for access without interruptions as far as possible. Even when applying the greatest care, it is not possible to prevent downtimes when the web server cannot be accessed via the Internet on account of technical or other problems which are beyond the control of Virtual Persona Inc. The user acknowledges that the full availability (100%) of the website cannot be technically realized.

Unless otherwise stated in our Terms of Use including the following provisions, we shall be liable in the event of a breach of contractual and extra-contractual obligations in accordance with legal provisions

We shall be liable for damages – regardless of the legal ground – within the limits of fault-based liability in case of intent and gross negligence. In case of simple negligence, we shall be liable in accordance with legal provisions subject to a milder standard of liability (e.g. for care applied to one’s own matters) only

• for damage arising from loss of life, physical injury or an impairment of health;

• for damage arising from a not insignificant breach of an essential contractual obligation (obligation, the fulfillment of which renders the proper implementation of the contract possible in the first place and on compliance with which the contractual party regularly relies and may rely); in this case our liability is, however, restricted to compensation for foreseeable damage that typically arises.

The limitations of liability defined under 2. shall also apply to breaches of duty by or in favour of persons for whose fault we must assume responsibility in accordance with legal provisions or have assumed a guarantee for the condition of the Crypto-Collectibles and for claims of the purchaser based on the Product Liability Act.

As a user you are responsible for the implementation of reasonable measures to safeguard the Wallet, safe or another storage mechanism that you use for the purchase, exchange or use of platform-internal elements, tokens and/or other objects on the VIPE platform, currently consisting of an app and a website, including all the required private passwords or other access data that are required for access to these storage mechanisms. As a platform organizer, VIPE is not responsible and shall remain not responsible for losses entailed in the loss of your access data or in third-party access to your access data.

Through the purchase of platform-internal articles and/or the receipt of tokens and the use of the VIPE platform, you declare and guarantee the following:

You have a sufficient understanding of and experience with cryptographic tokens (particularly Ethereum-based blockchains), token storage mechanisms (e.g. token Wallets) and blockchain technology in order to understand these terms and understand the risks and effects of the acquisition, the procurement and the exchange of platform-internal elements.

You have read and understood these terms (including all the annexes, if available).

You have received sufficient information on the VIPE platform to make an informed decision on the purchase, holding or exchange of platform-internal articles and/or tokens.

You will not purchase, hold or exchange platform-internal articles and/or tokens for purposes other than to take part in the VIPE platform or that of our partners and the platform functions declared in these Terms of Use on the website and/or on the app.

Your purchase, your procurement and your exchange of articles and tokens tied to the platform comply with applicable laws and regulations in your place of jurisdiction, including but not limited to (i) the legal capacity and all other threshold requirements in your jurisdiction for the use and payment of Ether and any other support currencies and the conclusion of contracts with the platform organizer, (ii) all the foreign currency or regulatory restrictions for this purchase and (iii) all the government or other approvals that must be obtained.

You will comply with all the tax obligations applicable in your jurisdiction which arise from the purchase, the procurement or the exchange of cross-platform articles, if necessary.

If you purchase, hold or exchange platform-independent articles or tokens in the name of a natural or legal person, you are entitled to accept these terms in the name of this natural or legal person and this natural or legal person shall be responsible for any infringement of these terms by you or this natural or legal person or another employee or representative of this person.

You agree that when using the platform there is a risk that digital assets in the form of cryptocurrency can be lost, particularly through the loss of private keys, and that the platform organizer is not liable to you for any such loss.

The website and the app contain what are known as “external links” to other websites, the contents of which are beyond our control. For this reason we assume no liability for these contents. The respective provider of the linked website is responsible for the contents and the accuracy of the information provided. At the time of placing the link, no legal infringements were detected. If such a legal infringement becomes known, the link shall be immediately removed.

Furthermore, we have no influence on the applications, products or services of third parties or other websites such as MetaMask, Coinbase, Google Chrome, cryptocurrency networks which you access to enable use of the various functions of the website and/or app. The respective provider itself is responsible for the applications. For this reason we assume no liability for these either.

You undertake to indemnify Virtual Persona Inc. from all third-party claims and from all liabilities, payment obligations, costs or damage that arise on account of or in connection with

• Your violations of the Terms of Use,

• Your infringements of industrial property rights or other rights of data protection provisions of third parties or

• Any misuse of the service by third parties if the misuse was rendered possible by your failing to take reasonable measures to protect your user name and password against misuse by third parties.

The values of blockchain assets are subject to extreme fluctuations. We cannot guarantee that purchasers of Crypto-Collectibles will not lose money.

All personal data are collected, saved, processed and used in accordance with applicable data protection laws and our Privacy Statement.

We reserve the right to make changes to our services such as the website and the app and amend sets of rules, conditions, including these Terms of Use at any time. They are subject to the respective conditions in force at the time when you use our services.

You undertake to indemnify Virtual Persona Inc. from all third-party claims and from all liabilities, payment obligations, costs or damage that arise on account of or in connection with

1. This Agreement and all the legal relationships of the parties are governed by the law of the Kingdom of Spain to the exclusion of the UN Sales Convention (CISG).

2. Should individual provisions of these Terms of Use be invalid, this shall not affect the validity of the remaining provisions. Invalid provisions shall be replaced by those that most closely approximate the meaning intended by the invalid provision. The same applies in the event of the occurrence of any gaps which need to be filled.

3. If a user is a merchant, the place of jurisdiction for all disputes arising under contractual relationships between the user and the company is the registered office of the company.

4. VIPE will not take part in dispute settlement procedures before a consumer arbitration board to settle disputes with consumers.