1. General Provisions and Scope of these LimeWire GTC
1.1. The general terms and conditions herein ("LimeWire GTC") shall be applicable to all business relations be-tween LimeWire GmbH, with its corporate seat in A-1010 Vienna, Elisabethstraße 15/5a+5b, registered with the Austrian Commercial Register under registration number FN 569663s ("LimeWire" or "we") and LW-Clients (as defined below), in particular for transactions and business relationships with/on any online or elec-tronic platform or a mobile application of LimeWire and associated Application Programming Interfaces ("API") of such platform or application (each a "LimeWire System").
1.2. "LW-Client" means a user of LimeWire Systems, who created a user account ("LW-Client Account") by regis-tering on a LimeWire System and successfully completed the registration process.
1.3. In the following, the term "LW-Consumer Client" has the meaning of "consumer" and "LW-Business Client" has the meaning of "trader" as defined in the Austrian Consumer Protection Act ("KSchG").
1.4. "Creator" means a LW-Client (e.g. an artist), who provides the NFT Asset for individual LW-NFTs (as defined below) and who may in cooperation with LimeWire promote, market and sell the LW-NFT via LimeWire Sys-tems. In the following the term "LW-Client" always also includes Creators.
1.5. The business relationship between LimeWire and a Creator will be governed by these LimeWire GTC and, if applicable, by any individual agreement concluded between LimeWire and the Creator. In addition, Lime-Wire also offers Services in cooperation with specific artist labels; for transactions with these artist labels, the general terms and conditions with the artist label apply in addition to these LimeWire GTC.
1.6. For an overview of the definitions used in these LimeWire GTC please refer to Annex I.
2. Amendments to the LimeWire GTC
2.1. Changes to and amendments of the LimeWire GTC, including this point, may be made by LimeWire at any time and become effective
2.1.1 if no specific effective date is indicated by LimeWire: at the earlier of (i) the LW-Client explicitly accepting the amended LimeWire GTC (for example on LimeWire Systems) or (ii) two months having passed after publishing such changes or amendments (e.g. by sending a copy to the LW-Client per email), subject to the LW-Client not objecting under point 2.2; respectively
2.1.2 if a specific effective date (after the publish date) is indicated by LimeWire: at the later of (i) the specified effective date and the (ii) earlier of (a) the LW-Client explicitly accepting the amended LimeWire GTC (for example on LimeWire Systems) or (b) two months having passed after pub-lishing such changes or amendments (e.g. by sending a copy to the LW-Client per email), subject to the LW-Client not objecting under point 2.2.
2.2. The LW-Client's consent shall be deemed granted if the LW-Client does not object in writing or electronically (e.g. by e-mail or via the LW-Client Account). In the amendment offer, the LW-Client is informed that (i) its si-lence by failing to object in writing or electronically (e.g. by e-mail or via the LW-Client Account) within the deadline as set out in points 2.1.1 and 2.1.2 shall be deemed as consent to the amendments, as well as that (ii) the LW-Consumer Client shall have the right to terminate its contract and the services agreed under the contract without notice until the amendments take effect.
2.3. An increase in the LW-Client's fees or a limitation of LimeWire's services in the LimeWire GTC can only be af-fected with the express consent of the LW-Consumer Client. Further, vis-à-vis LW-Consumer Clients and un-less express consent is obtained, changes to the LimeWire GTC shall in any case be minor and reasonable for the LW-Consumer Client, shall not affect any main service obligations and shall only affect changes that are necessary and objectively justified in order to offer our services in the best possible way and to protect our customers’ interests.
3. LW-Client Account, Acting in own name
3.1. Prohibition of double accounts. LimeWire Systems allow only one LW-Client Account per LW-Client. Double accounts are forbidden. Should another account (the "Double-Account") be created in addition to your first account (the "Original-Account"), the following applies: LimeWire has the right to block the Double-Account and keep it locked. Assets which are deposited on the Double-Account will be transferred by LimeWire to the LW-Client's Original-Account provided that the LW-Client can prove (for example via the identification service used by LimeWire) to LimeWire's satisfaction that he/she is the creator and owner of both the Double-Account and Original-Account. LimeWire may waive the prohibition of Double Accounts with regard to cer-tain services offered by LimeWire's partners that use LimeWire Systems and require the opening of a Dou-ble-Account.
3.2. Prohibition of shared LW-Client Account. Shared LW-Client Accounts are forbidden. However, for the sake of clarity: one LW-Client having one LW-Client Account may operate multiple Creator Pages and each Creator Page may be managed by multiple LW-Clients, having each one LW-Client Account.
3.3. No transfer of LW-Client Account. You may not transfer your LW-Client Account (neither by sale, donation or otherwise) to any other person.
3.4. No transfer of rights. You may not assign or transfer any of the rights under these LimeWire GTC, the Crea-tor TC or in relation to the LW-NFT deposited on LimeWire Systems to any third party without the prior ex-plicit consent of LimeWire (for the avoidance of doubt, except for Exchanges as described in point 16).
3.5. Single payment service provider account rule. Any payment service provider account (e.g. bank account) may only be associated with one LW-Client Account and, consequently, one single LW-Client ("Client Bank Account"). The name of the account holder of the Client Bank Account must match the name of the LW-Client attached to the respective LW-Client Account. The same applies to credit cards and any other means of pay-ment used in connection with the LimeWire Systems.
3.6. Acting solely in your own name and behalf. You act in your own name and for your own account and create and use a LW-Client Account for yourself only. It is forbidden to act as an intermediary of any kind or broker of any kind or trustee of any kind for any person (including shared legal or beneficial ownership of the LW-Client Account or any LW-NFT deposited within your LW-Client Account) or to allow access of any kind to the LW-Client Account to any person other than yourself.
3.7. Exceptions to point 3.6. In exception to point 3.6, LimeWire allows a Creator's management teams and la-bels to create a LW-Client Account on behalf of a Creator, provided the respective Creator granted their management the corresponding permission. LimeWire may demand proof of such permission (e.g. a written permission of the Creator).
3.8. Fictitious delivery. For as long as you do not notify LimeWire about a new e-mail address or mailing/postal address, declarations from LimeWire shall continue to be sent to the previous e-mail address or mail-ing/postal address. Declaration delivered to the previous address shall be deemed delivered to the LW Cli-ent, if LimeWire was neither (i) aware of an amendment to the e-mail address or mailing/postal address; nor (ii) unaware of such an amendment due to gross negligence of LimeWire.
4. Becoming a LW-Client
4.1. LW-Client Account | LW-Client. Persons interested in using LimeWire Systems have to create a user account ("LW-Client Account") by registering on a LimeWire System and providing LimeWire with valid, correct and up-to-date information, such as their name (first and surname), e-mail address and a password, in the regis-tration process. A person having successfully completed the registration process (which is confirmed by LimeWire) is called a "LW-Client" or “you”.
4.2. Client Verification Process. If a LW-Client exceeds a certain transaction and/or withdrawal limit an additional verification process is required ("Client Verification Process"). The duration, steps and requirements of the Client Verification Process depend on security requirements, in particular Anti Money Laundering considera-tions, and may change from time to time depending on the legal framework and technical developments. At any time during the Client Verification Process, LimeWire may request additional information and documents necessary to complete the Client Verification Process.
4.3. Up-to-date and complete information. You confirm, that any document and information that you provide LimeWire with, is up-to-date, correct and complete and that you have not withheld any information that could potentially influence the Client Verification Process (e.g. you confirm that you have not withheld any in-formation that could potentially trigger any further due diligence).
4.4. Information for Tax purposes. LimeWire will request tax related information, which are required to comply with applicable tax laws and regulations, such as but not limited to, billing addresses, bank details, banking/ wallet details and other economic relevant information like entrepreneurial status or UID (VAT identification number). LimeWire will request this information from you during the process of becoming a LW-Client and from time to time for as long as you remain a LW-Client.
4.5. No Acceptance Guarantee. There is no guarantee that a specific person can successfully complete the regis-tration process even if the relevant LW-Client has provided all information requested by LimeWire. The rea-sons for this may include, but are not limited to, legal restrictions or economic considerations.
5. LW-Client Restrictions
LimeWire does not enter into any business relationships with the following persons or entities, does not ac-cept them as a LW-Client and no such person or entity may register a LW-Client Account or use any of the LimeWire Systems:
5.1. Persons younger than 18 years or (if higher) the legal age required to become a LW-Client and/or use LimeWire Systems in accordance with the laws applicable to that person.
5.2. Persons and entities from a country that is subject to economic sanctions by the United Nations, the European Union, the United States or the United Kingdom, being:
5.2.1. persons with this citizenship;
5.2.2. persons having their residence in one of these countries;
5.2.3. corporations, partnerships and other entities established or organized in or under the laws of one of these countries; or
5.2.4. any trust or estate subject to the courts of any of these countries.
5.3. Persons, which are or have been subject to any of the measures mentioned in point 10.2.
LimeWire may, in addition, at any time exclude any person or jurisdiction from its services at its own sole dis-cretion.
Persons and entities from the United States of America may use the services of LimeWire only at their own risk.
6. Becoming a Creator
6.1. LW-Client Account for Creators. An Individual (or entity, wishing to become a Creator, will have to create a LW-Client Account either by themselves via LimeWire Systems (according to point 4 of these LimeWire GTC) or alternatively in accordance with point 3.7 by their management or label.
6.2. Additional Creator Agreement. LimeWire may conclude separate creator agreements with certain Creators (e.g. Creators publishing a whole NFT collection) ("Additional Creator Agreement"). In case LimeWire con-cludes Additional Creator Agreements with Creators these Additional Creator Agreements supersede these LimeWire GTC. For the sake of clarity: neither LimeWire nor any Creator is obligated to conclude Additional Creator Agreements to use the LimeWire Systems.
7. Security Measures, Loss of Password, Recovery
7.1. Two factor Authentication. As a preventive security measure, LimeWire recommends that each LW-Client uses the two-factor authentication identification ("2FA") on LimeWire Systems. By using the 2FA, verification with a second factor - e-mail– ("2F") in addition to the password will be required.
7.2. Password | Loss or theft of 2FA. In case of theft of your password or loss or theft of the 2F, you must notify LimeWire about this loss or theft and follow LimeWire's instructions immediately as you become aware of it.
7.3. Recovery. LimeWire does not store or have control over your 2F. If you are unable to find/recover your 2F after losing it (e.g. losing your cell phone), you will need to contact the LimeWire support team for security reasons before you can access your LW-Client Account again. In order to ensure that no unauthorized per-son can gain access to your LW-Client Account and thus your Wallet in this way, the LimeWire support team will request documents and proof (e.g. by presenting a bank transfer order to the relevant LW-Client Ac-count and proof of your identity by presenting an official photo ID) which, in view of the individual case, ap-pear sufficient for the LimeWire support team to confirm your identity as well as the legitimacy of the re-quest. For security reasons, LimeWire does not disclose in advance any details regarding the scope and con-tent of this request. Therefore, in the event of the loss of your 2F, your active cooperation will be required and until the processes described in this point are completed, your LW-Client Account, including all assets and funds, cannot be disposed of.
8. Obligations to act and cooperate on the part of the LW-Client
8.1. LW-Client’s obligations and undertaking. You, as a LW-Client, shall:
8.1.1. ensure prompt execution of any contracts (Verträge) and declarations (Erklärungen) and render forthwith any assistance required or reasonably requested by LimeWire or a Creator with Lime-Wire's consent in the course of making available to you the services on LimeWire Systems.
8.1.2. immediately report all defects or other problems with LimeWire Systems or transactions associ-ated therewith which you either cause or are made aware of and shall support LimeWire in rem-edying the problem, in accordance with LimeWire's guidance and to the extent reasonable possi-ble.
8.1.3. support LimeWire in any reasonable way to ensure the unavailability of copyrighted works on any LimeWire System.
8.1.4. immediately report to LimeWire any knowledge or suspicion of yours about any actual or poten-tial copyright infringements on LimeWire Systems or elsewhere, provided that the copyright in-fringement is in relation to one (or more) LW-NFT(s).
8.1.5. state your principal residency (Hauptwohnsitz) or in case of legal entities your corporate seat (Geschäftsadresse) and your tax residency during the Client Verification Process.
8.1.6. without undue delay update via a LimeWire System or notify LimeWire about any changes to your personal data (name, mailing/postal address, principal residency (Hauptwohnsitz) / corporate seat (Geschäftsadresse) / tax residency or e-mail address). The same applies if you notice that – for whatever reason – your personal information displayed on LimeWire Systems does not con-form with the documents and information provided by you to LimeWire (for example if you notice that your name is spelled differently on your passport than on LimeWire Systems).
8.1.7. ensure that you choose a strong (long and complex) password that is unique and that you keep any and all details of your password confidential at all times.
8.1.8. at all times ensure that you have your 2F available and in usable condition and - provided you use the 2FA - keep the 2F secured and confidential at all times.
8.1.9. at all times ensure that your LimeWire mobile app, your internet browser and the underlying op-erating systems are always kept up to date to – amongst others – ensure that all security patches and updates are installed.
8.1.10. provide LimeWire with any reasonable data and/or information that LimeWire requires in order to provide its services to you and that is not unreasonable for the LW-Client to provide. This in-cludes, but is not limited to, details with regard to proof of origin of funds (such as banking state-ments or any other details provided by banks or financial institutions, contracts of sales or con-tracts in general, or any other suitable data). The documents and data you submit are subject to verification by LimeWire. LimeWire will verify your documents as quickly as possible. However, it may happen that a verification performed by LimeWire will be delayed. As a result, the execution of your requested transaction may be delayed or, should the documents you submitted not be deemed sufficient by LimeWire for objectively justified reasons, may not be carried out at all.
8.1.11. notify LimeWire without undue delay about any loss or restriction of your capacity to contract.
8.1.12. notify LimeWire without undue delay about any change of (i) your Ultimate Beneficial Owner (UBO), (ii) your ownership structure or (iii) your representatives, if you are a legal entity.
8.1.13. notify LimeWire without undue delay about the commencement of dissolution, insolvency, re-structuring, winding up or similar proceedings in any applicable jurisdiction as well as about the termination of the legal entity.
8.2. No obligation or guarantee by LimeWire to act or react. LimeWire provides no guarantee or undertaking to react within a certain timeframe when you provide to LimeWire any information or document unless such timeframe is explicitly set out in these LimeWire GTC. In particular, whenever a proof of origin of funds is re-quired, the completion process may take several business days.
9. Ordinary termination rights
9.1. Ordinary termination rights. Except where these LimeWire GTC set out different notice periods, LimeWire and the LW-Business Client each may at any time terminate the entire business relationship or individual parts thereof by giving one month notice. However, LimeWire – at its sole discretion – may accept an ordi-nary termination without giving notice (e.g. in case a customer withdraws all funds and deletes the LW-Client Account).
9.2. Withdrawal of assets. After the termination of the business relationship, irrespective of whether the termi-nation is affected by LimeWire or the LW-Client, the LW-Client is obliged to withdraw all LW-NFTs and fiat balances by the expiry of the notice period at the latest.
9.3. Charges: In case a person is no longer a LW-Client and refuses to transfer their LW-NFTs within a time-period of 14 days after the contractual relationship has ended, LimeWire is entitled to charge fees in the amount of 0.1% but maximum EUR 30.00 per month of the deposited sum for the usage of the LimeWire System. For the sake of clarity, the deposited sum is calculated by adding up the respective purchase prices of each de-posited LW-NFT, which the LW-Client paid in order to acquire the respective LW-NFT.
9.4. Legal Deposit. If a LW-Client has not withdrawn their assets after the expiration of the notice period, Lime-Wire will request the LW-Client to withdraw their assets after two months and after another four months af-ter the termination. If the LW-Client does not withdraw their assets, LimeWire is entitled to legally deposit the remaining assets in court according to § 1425 ABGB after expiry of this notice period, after prior infor-mation in text form.
10. Extraordinary termination rights
10.1. Termination for cause. LimeWire or a LW-Client may at any time, without a notice period and with immedi-ate effect terminate the entire business relationship or individual parts thereof for cause.
10.2. Causes entitling LimeWire to terminate the business relationship.LimeWire reserves the right to terminate the business relationship (including the block (Blockierung) of a transaction, reverse (Rückabwicklung) of a transaction, suspension (Aussetzung) of a transaction) immedi-ately for cause if, in particular but not limited to:
10.2.1. LimeWire reasonably believes that a LW-Client is or has been convicted or accused of (including any reasonably documented media reports or market rumours on) any breach or violation of criminal, administrative or tax laws in any country of the world.
10.2.2. official investigations (by any competent public authority, in particular, but not limited to, any public prosecutors in the field of criminal law or tax agents) against a LW-Client have been initiated or threatened with respect to any breach or violation of relevant criminal, administrative or tax laws in any country of the world.
10.2.3. LimeWire does so in order to comply with any (i) applicable law (in particular for anti-money-laundering purposes) or regulation, (ii) internal guidelines based on such law or regulation, or (iii) any order or request by a court or other authority.
10.2.4. a LW-Client has breached any of their obligations under these LimeWire GTC which are not other-wise mentioned in point 10 (e.g. any delayed payment) and has failed to cure such breach within 10 Business Days from the date of notification of such breach.
10.2.5. a LW-Client has opened more than one account with LimeWire or has shared their LW-Client Ac-count without being allowed to do so (for further information please refer to point 3.7) with another person and has failed to cure such breach within 10 Business Days from the date of notification of such breach by LimeWire.
10.2.6. a LW-Client breaches the single payment service provider account rule (point 3.5) e.g. by using to-gether with another LW-Client the same Client Bank Account to affect transfers from or to more than one single LW-Client Account or by using a bank account or credit card which is not in their name and has failed to cure such breach within 10 Business Days from the date of notification of such breach by LimeWire.
10.2.7. a LW-Client uses a LW-Client Account without legal entitlement to use such an account.
10.2.8. a LW-Client conceals their correct identity or origin of funds by providing incorrect, incomplete, out-dated or misleading data to LimeWire or to a payment service provider.
10.2.9. a LW-Client manipulates LimeWire Systems or any other of LimeWire's services. Such manipulation is in particular any use of an automated system (e.g. bot) or any other tool or method which deviat-ed from normal and typical purchasing/trading behaviour of retail shoppers and, hence, indicates the involvement of a certain technology, software and/or any system automating such purchas-ing/trading, except such use has been previously agreed in writing with LimeWire.
10.2.10. a LW-Client uses LimeWire Systems in such a way that leads to debit card chargebacks or credit card chargebacks.
10.2.11. a LW-Client conducts transactions in a way or uses LimeWire Systems in a way that causes damage, disadvantages or losses for LimeWire and/or impairs any LimeWire service.
10.2.12. Dissolution-, insolvency-, restructuring-, winding up- or similar proceedings have commenced, in case the LW-Client is a legal entity; or the death of a LW-Client (in case of natural persons).
10.3. Suspension or termination of your Client Account by LimeWire. In the event your LW-Client Account is sus-pended or the business relationship is terminated by LimeWire, LimeWire shall provide you with notice of such suspension or termination, unless it would be unlawful for LimeWire to do so. LimeWire is not obligated to disclose to you any findings or information acquired by LimeWire's security and risk management proce-dures.
10.4. Suspension lifting. In the event LimeWire is refusing to complete a transaction and / or suspending your LW-Client Account, LimeWire will lift the suspension as soon as reasonably practicable once the reasons for re-fusal and / or suspension no longer exist. If the transaction is still possible (e.g. the Exchange has not been concluded with another Seller / Purchaser) your transaction will be completed. However, LimeWire is under no obligation to allow you to conduct a transaction at the same price or on the same terms as the suspended, reversed or cancelled transaction.
10.5. Classification of LW-NFT as financial instrument. Notwithstanding any other termination right of the LW-Client and LimeWire, the LW-Client and LimeWire may at any time terminate the Custody Agreement (with-out observing any notice period) if any LW-NFT that forms part of the custodial property is at any time classi-fied as financial instrument or similar regulated asset under Austrian law, or by any other applicable law.
11.1. LimeWire offers its services in collaboration with partners. If the LW-Client enters into a contract directly with a Partner, they will be informed about this fact and the identity of the Partner before they conclude the respective contract on LimeWire Systems.
Partner Account. The LimeWire Client instructs and authorises LimeWire to open an account with the Part-ners in its name and for its account. For this purpose, LimeWire forwards all the information provided to the Partners in order to create a user account with these Partners in the name and for the account of the Lime-Wire Client ("Partner Account"). A LimeWire Client cannot use the products and services offered by Lime-Wire until a Partner Account has been successfully created. The LimeWire Client hereby releases LimeWire from any restrictions on self-contracting and dual agency (under Section 1009 of the Austrian Civil Code (Allgemeines bürgerliches Gesetzbuch) or otherwise) in connection with the opening of the Partner Account. The Partner Terms and Conditions have to be accepted by the LW-Client and, if applicable, the Partner's AML/KYC procedure has to be successfully completed. Only after having successfully completed the Part-ner's AML/KYC procedure, one can use LimeWire Systems.
11.2. Payment or Virtual Currency Service Provider. LimeWire neither holds nor transmits currencies that are le-gal tender or virtual currencies (sec 2 no 21 Financial Markets Anti-Money Laundering Act, "FM-GwG") in connection with sales, trades or transactions of LW-NFTs via LimeWire Systems. All services in connection therewith are provided by properly licensed payment or virtual currency service providers.
12.1. LW-NFT. LimeWire offers the service to create unique digital collectibles in relation to e.g. music, photog-raphy, movies or digital arts via the LimeWire Systems (each a "LW-NFT"). The LW-NFT is based on block-chain technology. Through a digital process one can create a unique digital token (non fungible token or "NFT") on a blockchain. This NFT can be allocated to an individual cryptographic wallet. While creating a NFT the Creator can irreversibly include digital content into the NFT (e.g. a hyperlink).
12.2. Digital visualization. LW-NFTs are digital visualizations of works of art or any other creative content (e.g. music, videos, illustrations) ("NFT Asset"). The NFT Asset consists of the artwork (e.g. cover picture), which is directly connected with the LW-NFT and, if applicable, with unlockable content (e.g. a music file) available via LimeWire Systems.
12.3. No file storage on the LW-NFT. The digital files of the respective NFT Asset are not stored on the LW-NFT it-self. Every LW-NFT you potentially purchase only contains an URL, which leads to the digital storage space of the publicly available NFT Asset ("NFT-Link").
12.4. Unlockable Content. In addition to this NFT-Link, NFT-Holders of selected LW-NFTs may be entitled to con-sume content, that is only accessible by the respective NFT-Holders via LimeWire Systems. Such content may include, inter alia, pictures, songs or personalized messages from artists("Unlockable Content").
12.5. Place of storage. As long as the LW-NFT is stored within LimeWire Systems, LimeWire will facilitate and pay for storage of the NFT Asset in a cloud storage provided by a third party. Additionally, the NFT Asset will be stored in a decentralized Peer-to-Peer Network, the InterPlanetary File System ("IPFS"). Unlockable Content will never be stored on IPFS, but only on a cloud storage provided by a third party provider (for accessibility of Unlockable Content see point 13.6 et seq and 15).
12.6. Discontinuation of Cloud Storage. After a transfer of a LW-NFTs outside LimeWire Systems (according point 19 of these LimeWire GTC), LimeWire will no longer facilitate the storage of the NFT Asset in the third-party cloud storage.
12.7. Availability of IPFS of NFT-Assets (excluding Unlockable Content). After a transfer of a LW-NFT outside LimeWire System, the LW-NFT will still be available to you via the decentralized blockchain network. The artwork (e.g. cover picture), which is directly connected to the LW-NFT, will be hosted via the IPFS Network and will be available via the IPFS Network. LimeWire does neither guarantee nor warrant any future availa-bility of IPFS. Thus, after transferring a LW-NFT out of LimeWire Systems, the loss of the NFT-Asset is possi-ble. Unlockable Content associated with the LW-NFT (e.g. a music file) will never be available outside of LimeWire Systems.
12.8. Maximum file size. LimeWire is entitled to deny NFT-Assets that exceed defined file sizes. This applies to Un-lockable Content as well as to other content. The respective thresholds will be communicated to LW-Clients via LimeWire Systems.
12.9. Further rewards or goodies. If a Creator of a LW-NFT grants the holder of the LW-NFT any further rights to claim rewards or goodies, these rights are neither connected to LimeWire nor enforceable against Lime-Wire, unless expressively declared otherwise by LimeWire itself.
13. Creating a LW-NFT
13.1. LW-NFT. A LW-NFT (as defined in point 12 of these LimeWire GTC) is a unique digital collectible connected to an individual (or multiple) piece(s) of works of art or other creative content.
13.2. Creator Page. Within a LimeWire System any LW-Client can create their own subsection via LimeWire Sys-tems ("Creator Page"). The Creator Page gives Creators the opportunity to display and promote their own LW-NFTs and personal brands. LimeWire offers different options to personalize and brand the Creator Page.
13.3. Creating (minting) a LW-NFT. The minting of a LW-NFT (or NFTs in general) is a technological process using a competent blockchain (e.g. Algorand). In cooperation with Partners, LimeWire will facilitate this technologi-cal process for the Creator. Thus, LimeWire will support the Creator and create the LW-NFT on behalf of the Creator; LimeWire is entitled to use third party service providers to do so. Every LW-NFT only contains a NFT-Link and not the NFT Asset itself. The LW-NFT will be stored in a cryptographic wallet and will be held in custody under the Custody Agreement. Once the LW-NFT is minted it can be listed for sale via LimeWire Sys-tems, in accordance with these LimeWire GTC.
13.4. Providing the NFT Asset. The Creator requesting the services of LimeWire to mint one (or more) LW-NFT(s) is obligated to provide the NFT Asset in the manner agreed upon between the Creator and LimeWire (e.g. correct digital file format) and in compliance with applicable laws (e.g. Creator has to hold the respective copyrights and/or hold a corresponding license; for further details see Point 14.6 of these LimeWire GTC) as well as any other requirements communicated by LimeWire or by other third party providers via LimeWire Systems.
13.5. Copyrights to the NFT Asset. If the NFT Asset is subject to copyrights under any applicable jurisdiction, by providing the NFT Asset in any way to LimeWire and checking the respective checkbox during the minting process on a LimeWire System the Creator guarantees and warrants (echte Garantie) to LimeWire that they are holding the necessary copyright and/or all necessary exploitation rights under copyright law. Further, the Creator guarantees and warrants (echte Garantie) that they will hold all necessary copyrights / exploita-tion rights throughout the whole time LimeWire uses these rights. The Creator will take all steps to secure such right (e.g. in case they licensed the exploitation rights from a third party, pay all licensing fees on time and extend the duration of the agreement, if necessary etc).
13.6. Granting of Licenses to NFTs/ NFT-Holders. You, as Creator, grant to NFTs, respectively NFT-Holders Li-censes in accordance with Point 14 of these LimeWire GTC.
13.7. Minting Fees. The minting of a LW-NFT triggers fees. The fees will be visible to Creator before the Creator initiates the minting process on LimeWire Systems.
14. Licensing, Conveyed rights to the NFT-Holder
14.1. LW-NFT holder rights. The Creator sells LW-NFTs via LimeWire Systems, in accordance with point 16 of these LimeWire GTC. When doing so they directly grant a License (as outlined below) of the respective NFT-Asset to the NFT, respectively, the holder of the sold LW-NFT. NFT-Holder means the person controlling the cryptographic wallet storing the respective LW-NFT or any other NFT (e.g. by having access to the private and public key) ("NFT-Holder").
14.2. License for NFT-Assets (excluding Unlockable Content). Subject to your lawful purchase or acquisition of LW-NFTs and your continued compliance with these LimeWire GTC, the Creator grants the LW-NFT, respectively you, as NFT-Holder, a worldwide, nonexclusive, revocable, royalty-free license, without the right to subli-cense, to display the artwork for your purchased LW-NFTs solely for the following purposes: (i) for your own personal non-commercial use (e.g. home display, display in a virtual gallery or as an avatar); (ii) as part of a marketplace that facilitates the buying and selling of your LW-NFT, provided that the marketplace crypto-graphically verifies the rights of each NFT owner to ensure that only the owner can display the artworks; or (iii) as part of a third party website or application that allows the, participation or participation of your LW-NFTs, provided that the website/application cryptographically encrypts each NFT owner's rights to display the art for their purchased NFTs, and provided that the NFT-Asset is no longer visible once the NFT-Holder leaves the website/application. The license to display the art for the purchased LW-NFT is automatically and always transferred with the NFT. Otherwise, the license for the purchased NFT is not transferable ("NFT-Asset License").
14.3. License for Unlockable Content. Subject to your lawful purchase or acquisition of LW-NFTs including Unlock-able Content and your continued compliance with these LimeWire GTC, the Creator grants the LW-NFT, re-spectively you, as NFT-Holder, the worldwide, nonexclusive, revocable, royalty-free license, without the right to sublicense, to display the Unlockable Content of your LW-NFT solely via LimeWire Systems (unless expressly agreed upon otherwise, e.g. if the Creator, on a case by case basis, decides to allow downloading of Unlockable Content). In any case Unlockable Content may only be displayed for your own personal non-commercial use (e.g. home display via LimeWire Systems) ("Unlockable Content License").
NFT Asset License and Unlockable Content License referred to together as "License".
14.4. Restrictions. You agree that you will not, and will not permit any third party to do, any of the following with-out the express prior written consent of the Creator and, if applicable, LimeWire: (i) modify or alter the NFT-Asset in any way; (ii) try to download, film or in any other way reproduce or record Unlockable Content (un-less explicitly agreed otherwise), (iii) use your LW-NFT in a setting that could harm the Creator's or Lime-Wire's reputation (e.g. in illegal activities or in a setting of violence, intolerance or cruelty); (iv) try to gain any commercial benefit out of the LW-NFT (except, of course, any increase in value that can be generated by selling your LW-NFTs).
14.5. No further rights. Neither the LW-NFT, nor LimeWire, the Creator or any third party grant you any further rights in connection with the NFT Asset. Thus, and for the sake of clarity and completeness, the holder of a LW-NFT is not granted any exploitation rights (Verwertungsrechte) with regard to the NFT Asset within the meaning of the Austrian or any other Copyright Act, unless a Creator expressively declares otherwise in re-gards to an individual LW-NFT.
14.6. Time Restrictions for Unlockable Content Licenses. As outlined above, Unlockable Content may and can, in general, only be displayed via LimeWire Systems. Thus, upon the transfer of a LW-NFT outside of LimeWire Systems, your Unlockable Content License expires automatically. Thus, upon transfer of the LW-NFT outside of LimeWire Systems you will neither have the possibility nor the right to access Unlockable Content.
14.7. Term | Duration / Time Restrictions. The License only applies to the extent that you continue to own / to hold the LW-NFT you purchased. If at any time you transfer ownership of your LW-NFT to someone else (gift, re-sale, inheritance etc), you transfer the License to your rightful successor and your rightful successor will en-joy the same License with the same rights and limitations as granted to you. If you otherwise dispose of your LW-NFT for any reason, the License will immediately expire without notice, and you will have no further right to your LW-NFT.
14.8. Passing on obligation. In general, the License shall be transferred if you transfer ownership of your LW-NFT (see above). However, you are further obligated to pass-on these LimeWire GTC (and especially the License Terms) to any successor before any transfer (irrespective where such transfer takes place; i.e. this passing on obligation also applies to transfers outside of LimeWire Systems).
15. License to LimeWire to use the Creator's content
15.1. By providing the NFT Asset (e.g. cover picture and/or further Unlockable Content) to LimeWire, the Creator agrees to grant LimeWire a worldwide, indefinite, non-exclusive, royalty-free, sublicensable, perpetual, and transferable license to host, publish, display, perform, reproduce, copy, distribute, communicate, modify, reformat, edit, translate, or otherwise use your content (including your, images, text, content, files, com-munications, and other content you provide) to create (mint) the LW-NFT, host (display) the LW-NFT and con-tent connected thereto via LimeWire Systems as well as to use the content to promote LimeWire and/or affil-iates as well as their brands (e.g. list LW-NFTs or NFT-Assets as NFTs sold or minted via LimeWire Systems or use them in other marketing campaigns).
16.1. NFT-Marketplace. LimeWire offers a "NFT-Marketplace", which allows the sale and purchase between one LW-Client as seller ("Seller") and another LW-Client as purchaser ("Purchaser") on LimeWire Systems.
16.2. LimeWire facilitates first transactions of LW-NFTs, namely from the Creator of the LW-NFT to the first Pur-chaser ("Primary Market Exchange"), as well as any ongoing transactions of LW-NFTs ("Secondary Market Exchange"); Primary Market Exchange and Secondary Market Exchange are collectively referred to as "Ex-change". LimeWire only facilitates such Exchanges through LimeWire Systems. Unless expressively commu-nicated otherwise by LimeWire to the LW-Client, LimeWire is neither the seller nor the purchaser in an Ex-change.
16.3. Offer Invitation. By offering the LW-NFT via an Offer Invitation Click (as defined below), the Seller gives an invitation to other LW-Clients to submit a Final Offer Buy (as defined below) (invitatio ad offerendum) ("Offer Invitation"). An Offer Invitation is exclusively done in the following way:
16.3.1. The Seller (i) correctly fills in all necessary, valid and correct data on LimeWire Systems and (ii) clicks/confirms the "Offer Now" button (such offer the "Offer Invitation" and item (ii) referred to as the "Offer Invitation Click")
16.3.2. By clicking the Offer Invitation Click, the Seller authorizes LimeWire to automatically accept a Final Offer Buy on behalf of the Seller and pick one Final Offer Buy if multiple potential Purchasers sub-mitted an equal Final Offer Buy via LimeWire Systems.
16.4. The Seller can rescind from the Offer Invitation on LimeWire Systems for as long as no Offer Acceptance has taken place.
16.5. Guarantee of the Seller. With the Offer Invitation Click the Seller guarantees and warrants (echte Garantie) to own all legal rights, title and interest in all applicable) intellectual property rights (especially copyrights) to the respective LW-NFT.
16.6. Exchange. For every Offer Invitation on LimeWire Systems an Exchange is exclusively done in the following way:
16.6.1. Offer. The Purchaser offers bindingly to buy one (or more) LW-NFT(s) from a Seller.
16.6.2. How to make a binding offer. To make such a binding offer the Purchaser has to (i) correctly fill in all necessary, valid and correct data on LimeWire Systems and (ii) click/confirm the "Buy Now" button (such offer the "Final Offer Buy" and item (ii) referred to as the "Final Offer Click Buy").
16.6.3. Interpretation of Final Offer Buy. Each Final Offer Buy made by clicking "Buy Now" is to be inter-preted and qualified exclusively as "binding offer from the Purchaser to a Seller to accept the re-ceipt of a single (or multiple) LW-NFT(s) from the Seller in exchange for payment of the amount specified in US-Dollar, which is settled in USD Coin ("USDC")".
16.6.4. A Final Offer Buy can be either accepted or rejected by the respective Seller.
16.7. Offer Period. The Purchaser is bound by a Final Offer Buy for a period of 48 hours after the respective Final Offer Click Buy ("Offer Period"). LimeWire will promptly confirm the receipt of a Final Offer Buy.
16.8. Acceptance of Final Offer Buy by factual fulfilment. After having received a Final Offer Buy, LimeWire may accept or reject such Final Offer Buy on behalf of the Seller by factual fulfilment of the offer (tatsächlicher Erfüllung des Angebots) within the Offer Period ("Offer Acceptance"). Factual fulfilment means in this re-spect the irrevocable crediting of the specified LW-NFT to the LW-Client Account of the Purchaser. The LW-Client will be informed about the Offer Acceptance in textform.
16.9 Transfer of "ownership". With the Offer Acceptance LimeWire will be responsible to transfer the technical "ownership" over the purchased LW-NFT from the Seller to the Purchaser. In this con- text "ownership" shall only mean the power of disposition (Verfügungsgewalt) over the LW-NFT. Within LimeWire Systems the technical "ownership" will be conveyed from the Seller to the Pur- chaser via crediting the LW-NFT to the Wallet of the Purchaser.
16.10. Payment service provider. For any payments from, to and between LW-Clients in a currency that is a legal tender or a regulated crypto currency, a payment service provider or another properly licensed service provider is being used.
16.11. No liability for delays. Delays in the processing of the Final Offer Buy can occur due to technical disruptions. LimeWire does not (i) offer any guarantee of offer processing or (ii) assume any liability related thereto, par-ticularly not with respect to any changes of prices, valuations or other conditions with respect to any offer-ings or services.
16.12. Possible (significant) delays in LW-NFT transfer. While LimeWire seeks to provide immediate transfers of LW-NFT, there still might be significant delays when transferring LW-NFTs to your Wallet, as additional non-automated handling might be necessary causing such delays.
16.13. Settlement. All Exchanges are exclusively to be settled in USDC. However, any price and currency amount visible on a LimeWire System is displayed in US-Dollar and you may change the settings and view the prices of LW-NFTs in other fiat or crypto currencies on LimeWire Systems.
17. Fees & Royalties
17.1. Fees. Each Offer Acceptance triggers fees. The fees will be visible to the LW-Client before the respective Of-fer Invitation respectively Final Offer Buy. Each LW-Client accepts these fees with either the Offer Invitation Click or the Final Offer Click and that will be deducted by LimeWire after the Offer Acceptance.
17.2. Royalties. For each Secondary Market Exchange and any subsequent sale of a LW-NFT, the Creator shall re-ceive a share of the net sales price in the amount displayed before a Final Offer Buy ("Royalty"). The Creator can determine the amount of the royalties when minting a LW-NFT. The net sales price shall be understood to be the sales price paid by any subsequent purchase of a LW-NFT without VAT. Any subsequent Seller of the NFT must take this into account when reselling a LW-NFT and inform the Purchaser accordingly.
18. NFT-Wallet and Custodial Services
18.1. NFT Wallet. LimeWire Systems use their own internal wallet and database system, which stores your re-spective LW-NFTs and is provided in cooperation with Partners. Your LW-NFTs are booked in your respective storing sub-account ("Wallet"). For the avoidance of doubt, Wallet does not mean an individual cryptograph-ic wallet.
18.2. Custodial Services: LW-Clients can purchase, sell and trade LW-NFT, without needing to set-up their own wal-let on a blockchain. In order to facilitate this, LimeWire offers custodial services for LW-NFT and displays the LW-NFT held in custody for LW-Clients on your behalf on a custodial basis with LimeWire as trustee (Verwah-rer) and the LW-Client as trustor (Verwahrgeber) ("LimeWire Custodial Services").
18.3. Terms and scope of LimeWire Custodial Services. LimeWire and the LW-Client shall be bound by the follow-ing custody agreement (Verwahrvertrag) ("Custody Agreement"):
18.3.1. LimeWire Custodial Services - and consequently the Custody Agreement - are subject to these LimeWire GTC and the terms and conditions of the Partner. In addition, LimeWire Custodial Services are subject to and limited by any additional requirements communicated to you upon or after de-positing LW-NFT to your Wallet, such as providing on request evidence of the source of funds in ac-cordance with AML provisions.
18.3.2. The LW-NFTs will not be stored with LimeWire directly but will be stored with the Partners.
18.3.3. The custodial property shall consist of any and all LW-NFT deposited on your Wallet as a direct re-sult of:
188.8.131.52. a purchase made on LimeWire Systems;
184.108.40.206. a NFT Airdrop (as defined in point 20 of these LimeWire GTC);
220.127.116.11. a transfer under other circumstances than those mentioned under points 18.104.22.168 or 22.214.171.124 of these LimeWire GTC (for example, if you send a LW-NFT from your external cryptographic wallet to your Wallet), if either proof of funds was not re-quested or if you have provided sufficient proof of funds.
18.3.4. For the avoidance of doubt, any other LW-NFT that are, for whatever reason, credited to your Wal-let (for example, if you make a transfer and cannot provide a sufficient proof of funds), shall not constitute custodial property and thus not be subject to the Custody Agreement.
18.3.5. LimeWire will offer LimeWire Custodial Services to all its clients (LimeWire will act as trustee for several clients at the same time) and may in addition hold or trade its own LW-NFT. You herewith release LimeWire from any restrictions against self-dealing and double representation (under § 1009 of the Austrian Civil Code or otherwise) in connection with its role as trustee and the other ser-vices offered by it on LimeWire Systems.
18.3.6. Subject to fulfilment of the requirements set out above, the Custody Agreement commences on the date on which any LW-NFT is deposited on your Wallet and is entered into for an indefinite period. The Custody Agreement ends automatically once all LW-NFT have been withdrawn from your Wal-let.
18.3.7. The LW-Client shall without undue delay upon any termination notice or actual termination of the Custody Agreement provide a valid address (in accordance with the protocol governing the rele-vant LW-NFT) onto which the LW-NFT will be transferred within two weeks after having received such information at the latest.
18.3.8. The LW-NFTs held by LimeWire from time to time on your behalf is displayed via LimeWire System. LimeWire undertakes to protect your LW-NFTs to the extent that it is reasonably technically man-ageable in LimeWire Systems and will implement reasonable contractual obligations with Partners. There is no obligation of the Trustee or the Partner to hold LW-NFTs in any specific form or system.
18.3.9. The LW-Client remains in control of any LW-NFT held in their Wallet and may – subject to the condi-tions and limitations set out in these LimeWire GTC – at any time, dispose of the custodial property, for example by transferring them to a wallet address outside of LimeWire Systems.
18.3.10. The purpose of the Custody Agreement is to provide a legal framework for the technical services offered by LimeWire in relation to your LW-NFTs. LimeWire as trustee does not act as asset man-ager, investment adviser, portfolio manager or in a similar role and except where any mandatory law, any court order or verdict or similar instruction from any authority which is binding for Lime-Wire – does not actively engage in any transactions or make any observations or inquiries with re-gard to the custodial property.
18.3.11. As the beneficial owner of the LW-NFT you bear all risk of loss (factual, legally and/or economically) of such LW-NFT, in particular any of the risks set out under point 24 of these LimeWire GTC. In such case, LimeWire does not assume any liability for fluctuations in the value of LW-NFTs or any tech-nical changes to the LW-NFTs. Any liability of LimeWire under or in connection with LimeWire Cus-todial Services shall be limited in accordance with point 25 of these LimeWire GTC.
18.4. Unified wallet. To provide LW-Clients with the best user experience and for the sake of clarity, all assets in your Wallet are displayed (including in an aggregated form) in a unified and similar fashion on LimeWire Sys-tems. These methods of presentation shall be considered for information purposes only and shall not have any effects on the different underlying legal concepts established under and set out in these LimeWire GTC.
18.5. Third-party service provider. LimeWire may, at any time appoint a third-party to provide all or parts of its Custodial Services.
19.1. Any transfers of LW-NFT from your Wallet are subject to the terms and restrictions of these LimeWire GTC and will be processed on LimeWire Systems depending on the recipient.
19.2. Transfers within LimeWire Systems. Transfers from your Wallet to a Wallet of another LW-Client will be affected by making the required database entries on LimeWire Systems such that the transferred LW-NFT is displayed on LimeWire Systems as withdrawal from your Wallet and credit to the recipient's Wallet. All transfers of LW-NFT initiated between a Seller and Purchaser will be affected immediately by LimeWire. Thus, purchases via the NFT-Marketplace will be delivered and credited immediately to the Purchaser.
19.3. External Transfers. For each LW-NFT transfer from your Wallet to a wallet outside LimeWire Systems or LW-NFT transfer from a wallet (or other source) outside LimeWire Systems to your Wallet ("External Trans-fer") the following provision apply:
19.3.1. External Transfers are processed in such a manner that LimeWire will initiate the steps required under the protocol (e.g. Algorand) of the relevant LW-NFT (for example, sign with LimeWire's pri-vate key a transaction of the requested LW-NFT from LimeWire's wallet to a specific address).
19.3.2. There is no guarantee that any further steps that may be technically or factually required for the transaction to be considered finalized and irrevocable will be completed (for example, LimeWire does not procure or guarantee that the transaction will be mined and included in the next block of the relevant blockchain).
19.3.3. Transaction fees or miner-fees may occur, which must be borne by and settled directly by the LW-Client.
19.3.4. The transaction-ID, as generated by each cryptographic network, serves as irrefutable proof of the completed transfer of LW-NFT to the LW-Client's last disclosed wallet address. Such transaction-ID will also be communicated to the LW-Client's last disclosed e-mail address as part of a delivery con-firmation e-mail.
19.3.5. The transaction is completed and cannot be reversed once the transaction appears on an external blockchain network. Upon signing the relevant transfer, LimeWire no longer has any influence on the transaction and on whether or not, you or any third party have access to such transferred LW-NFT. The transfer can only be completed by a confirmation by the relevant network and LimeWire assumes no liability whatsoever that such confirmation is given.
19.4. Wallet addresses outside of LimeWire Systems. You are solely responsible to provide the correct, accurate and up to date wallet address outside of a LimeWire System for External Transfers.
19.5. Wallet addresses when transferring LW-NFT to LimeWire Systems. LimeWire can activate or deactivate the functionality of transferring LW-NFT to LimeWire Systems. Once this function is activated, LimeWire will inform you in due time (at least two weeks before) if it should be deactivated again. Your Wallet(s) are not directly connected to the respective Blockchains or networks of the LW-NFTs held by you and you therefore do not have an own or private address ("address" in this point means a wallet address, the public key or a similar mapping associated with a wallet outside the LimeWire Systems in relation to a Blockchain or an NFT) to which you or a third party can directly send LW-NFTs from outside LimeWire Systems. In order to, never-theless, enable the (indirect) transfer of LW-NFTs from outside LimeWire Systems to your Wallet, LimeWire Systems allow the transfer of the LW-NFTs to an address of LimeWire, whereupon this LW-NFT will be cred-ited to your Wallet.
19.6. Limited functionality of LW-NFT. LimeWire emphasises that a transfer of LW-NFTs outside of LimeWire Sys-tems is generally not recommended, as a transfer back to LimeWire Systems cannot be guaranteed and the functionality of LW-NFTs can be limited (e.g. unavailability of content).
20.1. For any airdrop of LW-NFTs by LimeWire itself ("NFT Airdrop") LimeWire automatically books the respective LW-NFT to the respective LW-Client Account.
20.2. LimeWire can introduce NFT-Airdrops from time to time for selected or all LW-Clients at its sole discretion. Any NFT Airdrop is to be considered a gift from LimeWire to the LW-Client. Any NFT Airdrop can be termi-nated or discontinued at any time and you do not have any right or claim against LimeWire to receive any new or further NFT Airdrops in the future.
21. Client Default, Reminder Fees
21.1. You are in default (each a "Client Default") whenever you do not pay any amount owed to LimeWire when due (for example when a collection via SEPA Direct Debit mandate cannot be fulfilled, a debit card charge-back or credit card chargeback occurs, or any fees cannot be collected at due date)
21.2. Reminder fees: In the event of a Client Default for which the LW-Client is at fault, LimeWire may charge re-minder fees in a reasonable relation to the amount in delay, as far as such fees are necessary to cover ade-quate costs of LimeWire to administer such Client Default and enforce LimeWire's rights. At least EUR 5.00 and up to a maximum of EUR 15.00 in reminder fees will be charged. This minimum fee provision shall not apply if the LW-Client proves that no damage has occurred and therefore no or lower administration costs or costs for the enforcement of LimeWire's rights have been incurred.
22. Copyright Policy
22.1. General purpose and aim. LimeWire strives to prevent, track and eliminate any infringement of copyrights occurring on all public LimeWire Systems or in connection with any LimeWire System. LimeWire will do what is reasonably possible to achieve this goal but LimeWire makes no guarantee to take any specific action or towards any success of the actions taken.
22.2. Preventive measures. LimeWire will take reasonable preventive measures against copyright infringements. A LimeWire Client will support LimeWire in any reasonable way to ensure the unavailability of certain copy-righted works on any LimeWire System. LimeWire neither guarantees to take any specific technical or legal measures nor guarantees the success of any actions taken.
22.3. Reactive measures. LimeWire implemented a takedown mechanism in order to protect copyrights on any LimeWire System.
23. Infringement of rights | Takedown mechanism
23.1. Takedown. LimeWire will promptly respond to clear notices of alleged copyright infringements. To properly submit a notification to LimeWire please click the provided link and follow the steps explained therein https://limewire.zendesk.com/hc/en-us/requests/new?ticket_form_id=5452471632157
23.2. Right of LimeWire to remove content. LimeWire reserves the right to remove content and take whatever action it deems reasonably appropriate in relation to this content, if LimeWire receives a properly submitted notification or takes notice itself of a potential (claimed) intellectual property right infringement, any violation of morality or any other violation of the LimeWire GTC.
23.3. No unethical and/or illegal content | Possibility to deny minting/hosting and possibility to remove inappro-priate content. It is strictly forbidden to post, mint and/or in any other way distribute unethical and/or illegal content via LimeWire Systems. LimeWire reserves the right to deny the minting of a LW-NFT and/or the hosting of content, if LimeWire reasonably believes that this content on its own or in connection with oth-er/further information or content is violent, sexually suggestive, discriminatory, unlawful, infringing, hate-ful, pornographic or in any other way might be inappropriate for an audience. In these cases LimeWire is en-titled to remove a LW-NFT from LimeWire Systems without any prior notice to the Creator.
Using LimeWire Systems and the assets offered on LimeWire Systems bears risks which each in the worst case may lead to the total loss of your investment. These risks are in particular, but not limited to the follow-ing:
24.1. NFT related Risks:
i. Risk of conveyed/non-conveyed rights by any LW-NFT. Neither the LW-NFT nor a NFT in general must con-vey any legal rights to the holder of such NFT by the letter of the law. In case of the LW-NFT the connected NFT Asset is generally subject to copyright law. The holder of the LW-NFT neither becomes "owner" of the of the NFT Asset as such nor does the LW-NFT grant them any exploitation rights under the UrhG, unless explic-itly declared otherwise in these LimeWire GTC or by individual agreement between the holder of the LW-NFT and the Creator of such LW-NFT. LimeWire will make reasonably efforts to ensure that the Creator of a LW-NFT is the copyright holder or holds the necessary exploitation rights to the connected NFT Asset in order to mint the LW-NFT. However, LimeWire neither can ensure with certainty nor will guaranty that the Creator of a specific LW-NFT is actually the copyright holder or holds the necessary exploitation rights. In such a case the LW-NFT will not convey any rights under copyright law in respect to the NFT Asset to the holder of the LW-NFT.
ii. Risk of loss or destruction of the connected NFT Asset to the LW-NFT. While NFTs contain the same risks as other cryptographic assets (mainly the risks mentioned in this point 24), NFTs are generally connected with a non-cryptographic asset (e.g. NFT Asset). This asset is for most parts not stored on the NFT itself (for storage space and processing power reasons) but stored on a separate online cloud or decentralized storage space. Thus, the NFT itself stores only a hyperlink (URL) leading to the connected asset. There is a risk that this URL is damaged or invalid or becomes damaged or invalid with time. Additionally, the online storage space could be abandoned, be damaged, go offline or become unreachable itself. In case of a decentralized storage net-work, it is likely that the asset becomes unretrievable. Thus, even if the NFT itself remains unharmed and in-tact, the connected asset could be or become unavailable to the NFT holder.
iii. Risk of depreciation in value, liquidity and extreme volatility: NFTs are not widely regulated, do not qualify as, and thus cannot be compared to, a legal tender, security or other regulated financial product. The value of NFTs is typically determined by the current market price (if any) and there is usually no way to redeem or exchange NFTs with a central entity or for most parts to access any assets a NFT may represent. There is no guarantee as to the amount of platforms and entities as well as the conditions under which NFTs (or more specific LW-NFTs) are traded for a legal tender or other assets or services. Any NFT might experience ex-treme volatility and/or the value of cryptographic blockchain-based digital information units might decline to zero. As additional costs with respect to regulatory or other risks might be triggered – and if such costs are added for the purpose of calculation to the value of cryptographic blockchain-based digital information units (whatever value you might give to the cryptographic blockchain-based digital information units) – crypto-graphic blockchain-based digital information units might also decline in their value to zero. Past performance of a certain asset does not indicate future results.
24.2. Risks of any cryptographic blockchain-based digital information units:
i. Risk of software weaknesses: The technology of LW-NFTs (as well as NFTs in general) and the underlying software applications and software platforms such as the smart contract systems and other involved soft-ware and technology and technical concepts and theories are still in an early development stage and un-proven and out of LimeWire's control or influence. There is no guarantee or warranty that the process for receipt, use and ownership of any cryptographic blockchain-based digital information units will be uninter-rupted or error-free and there is an inherent risk that the software and related technologies and theories could contain weaknesses, vulnerabilities or bugs, causing, inter alia, the complete loss of any cryptographic blockchain-based digital information units, in particular but not limited to NFT, token, Euros or any value of any cryptographic blockchain-based digital information units even if the software and systems deployed and under the control of LimeWire function correctly. LimeWire uses and displays customary security certificates issued by third parties (certificate authorities) that are widely regarded as a security enhancing feature but ultimately cannot guarantee that the security certificates displayed on any LimeWire System are valid or correct.
ii. Regulatory and legal risk: It is possible that statutory or regulatory changes have material effects on the current setup of the LimeWire Systems which may, inter alia, result in substantial modifications to the/any cryptographic blockchain-based digital information units. LimeWire is committed to design, modify and/or adapt the LimeWire System in such a way that it complies with all applicable laws and regulations while at the same time retaining the flexibility for LW-Clients but cannot guarantee that certain regulatory or legal changes may result in the limitation or termination of certain services on LimeWire Systems.
iii. Risk of abandonment/lack of success: The allocation of any cryptographic blockchain-based digital infor-mation units and the development of such cryptographic blockchain-based digital information units technolo-gies might be abandoned for a number of reasons, including lack of interest from industry, community and/or the public, lack of funding, lack of commercial success or prospects (e.g. caused by competing pro-jects) which are out of LimeWire's influence. LimeWire does not make any representation as to the current and future functionality, adoption or commercial success of any LW-NFTs offered or stored on or transferred with LimeWire Systems.
iv. Risk of theft and internet vulnerability: The underlying software application and software platform, the LimeWire System technology, the smart contract system(s), other involved software, other technology components and/or platforms may be exposed to electronic or physical attacks that could result in the irre-versible theft or loss of LW-NFTs or the theft or loss of private data, impacting the ability to develop, launch or use LimeWire System technology.
v. Risk of weak and loss of credentials: The password you chose when registering a LW-Client Account (as amended from time to time) may be subject to attacks (such as brute-force or dictionary attacks), even if it is unique and only known to you. LimeWire recommends that you always choose a strong and unique pass-word (not used in any other service) and that you use the 2FA. While stronger passwords are statistically (far) less likely to be successfully retrieved by an attacker, no password is fully safe.
vi. Risk of phishing and/or social engineering: SMS and e-mail services are vulnerable to spoofing and phishing attacks and should use care in reviewing messages purporting to originate from LimeWire. You should al-ways log into your LW-Client Account through http://limewire.com/login to review any transactions or re-quired actions if you have any uncertainty regarding the authenticity of any communication or notice. Phish-ing attacks often occur despite SMS or e-mail or equivalent services, via search engines or ads in search en-gines, or other fraudulent links. While we strongly recommend participating in the 2FA, the 2FA cannot pre-vent successful phishing and/or social engineering attacks if your credentials including the 2F are disclosed in such attack.
vii. Risk of blockchain mining attacks: As with any other public blockchain-based systems, the LW-NFTs available on LimeWire System may be susceptible to attacks including but not limited to double-spend attacks, majori-ty mining power attacks, “selfish-mining” attacks, and race condition attacks or any other mining or non-mining related attacks which are out of LimeWire's influence and control. Any successful attack presents a risk to the LimeWire System technology, expected proper execution and sequencing of cryptographic block-chain-based digital information units transactions and expected proper execution and sequencing of software computations.
viii. General risk: Any LW-NFT obtained by the LW-Client on an “as is” and “under development” basis. Investing in digital assets offered on the LimeWire Systems is highly speculative with a risk of loss of the entire capital invested. Such "investment" is only suitable for users, who can bear a loss of the entire invested capital and should not be considered as or entered into with the expectation of a stable source of income. Certain risks associated with the services available on LimeWire Systems may not yet be known or new risks may arise in the future due to the rapid development in the sector.
ix. Market and community risk: There is a risk of soft and hard forks of blockchain based technologies and split-ting including the broad possible changes to LimeWire System technology which might be imposed by the market or community on LimeWire/ LimeWire System technology. Market and community risk may also be triggered and accelerated via communities that come together.
x. No deposit-guarantee schemes. LimeWire is neither a credit institution nor does it accept or manage depos-its (Einlagen). Your assets deposited with LimeWire are thus not secured or guaranteed by any deposit-guarantee schemes.
xi. Availability of LimeWire Systems. Technology-based systems like LimeWire Systems need (planned and un-planned) maintenance work and development work and that for such work interruptions of the systems (planned and unplanned) are necessary and system immanent. During the period of such interruption, the use of the LimeWire Systems may be restricted or not possible and therefore the purchase, sale or transfer of assets may also be temporarily impossible.
Planned maintenance work, updates or upgrades that not only temporarily restrict the functioning of Lime-Wire Systems or cause it to fail will be communicated to the LimeWire Client in a suitable manner (for exam-ple, by email) in a reasonable amount of time in advance. Such maintenance work will be completed as soon as possible, but at least within two weeks.
Unplanned maintenance work that is necessary due to technical defects or force majeure will be carried out as soon as possible.
25. Limitation of liability
25.1. LW-Consumer Clients: LimeWire shall only be liable for any damage incurred by a LW-Consumer Client for it-self and its vicarious agents (Erfüllungsgehilfen) - regardless of the legal reason including tort - if LimeWire or its vicarious agents have culpably violated an essential contractual obligation (cardinal obligation) in a way that endangers the purpose of the contract or if the damage is due to gross negligence (grobe Fahrlässigkeit) or intent (Vorsatz) of LimeWire or its vicarious agents. If the culpable violation of an essential contractual ob-ligation (cardinal obligation) is only slightly negligent, the liability of LimeWire is limited to such typical dam-age that was reasonably foreseeable for LimeWire at the time of the conclusion of the contract. This limita-tion of liability also applies to the extent of damage. In the aforementioned cases, the liability for a financial loss is limited to EUR 5.000. The aforementioned limitations of liability do not apply in the absence of war-ranted characteristics, a liability of LimeWire according to the Product Liability Act (Produkthaftungsgesetz) or in cases of physical damage to persons (Personenschaden).
25.2. LW-Business Clients: LimeWire shall not be liable for any damage or loss incurred by a LW-Business Client in connection with LimeWire Systems and/or the products and services offered thereon unless such damage was caused by LimeWire with intent (Vorsatz), gross negligence (grobe Fahrlässigkeit) or in cases of physical damage to persons (Personenschaden).
25.3. Third-Party Services: When using websites or services not provided by LimeWire, such as wallet services or any other services of any third parties (“Third Party Services”), LimeWire shall expressly not be liable for the content, availability or performance of any Third-Party Services and shall not be liable for any damage or loss incurred by a LW-Client or any third party when using any such Third-Party Services. The LW-Client uses these services completely at their own risk. Funds sent to such third parties cannot be reverted, if these par-ties are not willing to. We cannot and will not check the reliability of these third parties or any of their ser-vices. We assume no obligation to contact you or provide support to you in case of a problem with any third party or any of their services.
26. Data Protection
The processing of your personal data is carried out in strict compliance with the applicable data protection regulations. You can find more information on this in our data protection declaration under http://limewire.com/privacy.
27.1. No waiver of rights. The failure of LimeWire to enforce or to exercise, at any time or for any period of time any term of or any right or remedy arising pursuant to or under these LimeWire GTC shall not constitute, and shall not be construed as, a waiver of such term or right or remedy and shall in no way affect LimeWire's right to enforce or exercise it later, provided that such right is not time barred, expired or precluded.
27.2. The LimeWire GTC shall continue to apply even after termination of the business relationship until complete settlement.
27.3. The place of performance is Vienna, Austria.
27.4. Contractual language. The LimeWire GTC are made and published in various languages. In case of a dispute or any discrepancies, the English language version of the LimeWire GTC shall prevail.
27.5 Dispute resolution. If you need to address any issues or concerns in connection to LimeWire Systems, the NFT-Marketplace or LimeWire as such, you can do so by contacting [email protected] Both parties, you and LimeWire respectively, agree to undertake reasonable efforts to settle any dispute, claim, question or disagreement primary and directly through consultation and good faith negation before any party takes further legal measures.
28. Governing Law
28.1. The LimeWire GTC and any business relationship hereunder shall be governed by and construed in accord-ance with the laws of the Republic of Austria excluding the provisions of the United Nations Convention on the International Sale of Goods and excluding the conflict of law rules of Austrian private international law.
28.2. For LW-Consumer Clients, this only applies insofar as the law of their country of residence does not grant them a more favourable legal position vis-à-vis LimeWire in the individual case.
29. Place of jurisdiction
29.1. Any and all contractual and non-contractual disputes, divergences or claims between LimeWire and a LW-Business Client shall be exclusively dealt with the court having pertinent competence for 1010 Vienna.