TERMS AND CONDITIONS

The Ownimals platform is operated by vailble gmbh, Ludwig-Lassl-Strasse 2, 6112 Wattens, Austria. VAT ID: ATU80592958. Company register number: FN 625878i. Commercial register court: Innsbruck. Email: office@vailble.at.

Referred to below as "Ownimals", "the platform", "we" or "us". These terms govern the use of Ownimals as well as the purchase, management, listing and resale of digital Ownimals collectibles. They apply to buyers, sellers and all other registered users. Mandatory statutory rights, in particular mandatory consumer rights, remain unaffected.

Ownimals is a digital collectible and entertainment platform offering virtual characters ("Ownimals"). For each character a limited amount of digital units or digitally represented shares ("collectibles") defined by the platform is available.

Collectibles exist exclusively within the digital system provided by Ownimals. A user can acquire one or more collectibles and manage them inside their Ownimals account. Where the secondary marketplace has been unlocked for a character, eligible users may offer their collectibles for sale to other users.

Ownimals and the collectibles offered on it are designed as digital collector and entertainment products. Buying an Ownimals collectible in particular does not grant:

• any participation in vailble gmbh
• any share or stock
• any security or financial instrument
• any voting rights
• any company participation
• any claim to dividends
• any claim to interest
• any claim to company profits
• any claim to Ownimals revenue
• any guaranteed return
• any guaranteed increase in value
• any buy-back guarantee

Ownimals does not provide investment, financial or asset advice. A collectible should not be purchased in the expectation of a particular future price development.

All intellectual property rights in the Ownimals characters remain with Ownimals or the respective rights holder. This includes in particular names, trademarks, logos, character designs, 3D models, illustrations, animations, stories, graphics, texts and audiovisual content.

Buying a collectible does not transfer any copyright, trademark, design or other intellectual property rights in the character. The buyer only receives the digital collector, attribution and usage rights expressly provided for within the platform. Commercial use, reproduction or other economic exploitation of an Ownimals character outside the platform is not permitted without our express approval.

A registered user account may be required in order to buy, manage and sell collectibles. Registration can be done via Google sign-in or other authentication methods supported by Ownimals. Users must provide correct, complete and up-to-date information and are responsible for the security of their account and authentication methods. Abusive use of multiple accounts is prohibited.

On the first sale of a collectible the seller is generally Ownimals / vailble gmbh unless stated otherwise for the individual offer. The base price defined for the collectible is shown on the platform. Ownimals may use internationally uniform base or net prices where permitted by applicable law.

Before the order becomes binding, the taxes applicable on the basis of the available information are calculated and the final total price is displayed as required by law. The buyer can review the final total before completing the order. The contract is concluded only after successful payment confirmation.

Ownimals collectibles are purely digital products or digital services. There is no physical delivery. After successful payment confirmation the purchased collectible is digitally assigned to the buyer's Ownimals account, generally immediately after payment.

Where a consumer has a statutory right of withdrawal, the mandatory statutory provisions continue to apply. Ownimals generally provides purchased digital content or digital services immediately after the purchase is completed.

Where legally required, the buyer expressly consents before completing the purchase to performance of the contract starting before the statutory withdrawal period expires, and confirms awareness that this early start of performance causes the loss of the statutory right of withdrawal under the applicable legal conditions. Once those conditions are met, no right of withdrawal exists for that digital service any more. Mandatory statutory warranty rights remain unaffected.

Payments are processed in particular via Stripe and Stripe Connect. Depending on the transaction, further payment methods supported by Ownimals may be offered. Payment details such as full card or bank data are generally processed directly by the payment service provider. Ownimals does not store full card or bank data that is processed directly by Stripe or a comparable provider. A payment is only deemed successful once it has been confirmed accordingly by the payment service provider.

Ownimals may use Stripe Tax to automatically calculate applicable VAT and comparable indirect taxes. The tax calculation can depend on the buyer's location, the seller's location, the seller's tax status, the type of transaction, the type of digital product and applicable national and international tax law. The final purchase price including the tax applicable to the transaction is displayed before the purchase is completed, as required by law.

On a first sale the seller is generally Ownimals / vailble gmbh. Where VAT or a comparable indirect tax applies, it is calculated via the platform or the payment service provider used. Ownimals remits the VAT legally owed by Ownimals and collected from the buyer in accordance with applicable tax rules. The buyer receives the legally required invoice or transaction document.

Once the secondary marketplace is unlocked, eligible users may offer their collectibles for sale to other users. A user may only list collectibles they actually hold and that are not already sold, reserved or otherwise blocked. Sellers generally set their own asking price and may choose a price above or below past sale prices. A listing is no guarantee that a buyer will be found.

Unless stated otherwise for the individual listing and unless mandatory law requires a different classification, a secondary sale takes place between the respective seller and the buyer. Ownimals provides the technical marketplace infrastructure and the associated payment, settlement, tax and transfer functions and receives the agreed platform fee for this.

Successfully completed Stripe Connect onboarding may be required to participate as a seller on the secondary marketplace. As part of this process Stripe may collect and verify in particular: identity, name, address, date of birth, business information, tax information, identity documents and a bank or payout account.

Identity verification and the processing of the bank details required for payouts are generally handled by Stripe. Ownimals does not store full bank details that are processed directly by Stripe. Sellers must provide all requested information completely and truthfully.

Sellers must state their legally and fiscally relevant status correctly. A commercial or business seller must not falsely present themselves as a private seller. Ownimals or Stripe may request additional information or evidence where this is necessary for legal, tax or regulatory reasons. Ownimals may restrict selling or payout functions until verification has been completed successfully.

Where Ownimals is responsible under the law applicable to the marketplace transaction for calculating, collecting, reporting or remitting VAT or comparable indirect taxes, Ownimals fulfils these obligations to the extent legally required. Stripe Tax may be used for the calculation.

The VAT calculated for the transaction and payable by Ownimals is collected from the buyer. This tax amount is not sale proceeds payable to the seller. Payouts to the seller therefore only take place after the VAT to be withheld or remitted by Ownimals has been taken into account. Where the tax responsibility for a transaction lies mandatorily with the seller, the seller's statutory obligations remain unaffected.

For a successfully completed secondary sale Ownimals generally charges a platform fee of 5 % of the relevant sale price. The platform fee is applied automatically during payment processing and is shown to the seller before the binding sale or listing, as required by law. Where VAT or a comparable tax applies to the platform fee, it is treated in accordance with the applicable legal provisions.

The seller's payout amount is generally calculated from the relevant sale proceeds less the items relevant to the specific transaction. These may include:

• VAT to be withheld or remitted by Ownimals
• the 5 % Ownimals platform fee
• any tax applicable to the platform service
• any previously disclosed payment fees
• any payout fees
• any currency conversion fees
• other transaction costs disclosed transparently in advance

The remaining amount is allocated to the seller for payout via Stripe Connect. A payout described by Ownimals as a "net payout" means exclusively the amount remaining after the items listed above. It makes no statement about whether further income, corporate or other taxes apply to the seller personally.

Payouts to sellers are generally made via Stripe Connect. Requirements may include:

• completed Stripe onboarding
• successful identity verification
• a valid payout account
• provision of the required tax information
• a successful and final buyer payment
• no open chargeback
• no suspicion of fraud or compliance issues

The actual payout duration can depend on Stripe, the seller's country, the payment method and further regulatory or technical factors.

First sale: Ownimals / vailble gmbh provides the buyer with the legally required invoice or transaction document. Applicable VAT is shown in accordance with statutory requirements.

Secondary sale: the buyer receives a sale, invoice or transaction document showing the seller legally relevant for the transaction as well as the relevant price and tax information. Where legally permitted and agreed, Ownimals may create such documents automatically in the name of or on behalf of the seller.

Platform fee: for the platform fee charged by Ownimals the seller receives a corresponding invoice or statement from Ownimals / vailble gmbh showing the platform service, the calculation basis, the platform fee and the applicable tax treatment. No separate "tax invoice" is issued for the VAT collected from the buyer; the VAT is shown on the relevant invoice or transaction document.

The calculation or remittance of VAT by Ownimals does not release a seller from other personal tax obligations. Depending on country, scale and type of selling activity, income tax, corporate tax, trade tax, registration, reporting or other tax obligations may apply. Reviewing and fulfilling such personal obligations is generally the seller's responsibility unless applicable law provides otherwise.

Ownimals may be legally obliged to collect, retain and report information about sellers and their transactions to the competent authorities. This may include identity, tax, revenue and transaction information. Users undertake to provide the required information correctly and completely.

Ownimals may display information about actually completed sales, in particular the last sale price, the average sale price, the average sale price per unit, trading volume and an estimated value.

The estimated value shown by Ownimals is purely a calculated or statistical estimate. It can in particular be based on actually completed secondary market sales and their average sale prices. A mere listing does not necessarily change the estimated value.

An estimated value shown by Ownimals is in particular not:

• a price guarantee
• financial advice
• a purchase offer from Ownimals
• a buy-back obligation
• a promise of future value development
• a guarantee of a future sale

Actual future sale prices can be higher or lower. It may also happen that no buyer is found for a collectible.

Ownimals does not guarantee that a user can resell their collectible at any time. Ownimals is generally not obliged to buy collectibles back from users or to provide a buyer. A listing may therefore remain without a buyer for a longer period.

Any artificial manipulation of the marketplace is prohibited, in particular:

• wash trading
• sham transactions
• purchases between own or controlled accounts to influence prices
• artificially inflating trading volume
• coordinated market manipulation
• false identities
• false tax information
• manipulation of listings
• fraud
• money laundering
• circumventing KYC or payment restrictions

Ownimals may investigate, stop or withhold suspicious transactions and block accounts or listings, to the extent legally and contractually permitted.

In the event of chargebacks, reversals, fraud or other payment disputes, Ownimals may review and temporarily withhold transactions and payouts. To the extent legally and contractually permitted, reversed amounts may be offset against existing or future payouts of the seller concerned. Completed transfers may only be unwound where there is a legal or contractual basis for doing so.

A collectible is only transferred after successful payment confirmation. If a payment fails, is cancelled or is not finally confirmed, there is no claim to a transfer.

Sellers undertake in particular to:

• only list collectibles they actually hold
• provide correct information
• state their identity correctly
• state their business or private status correctly
• provide the required tax information
• carry out no manipulative transactions
• comply with statutory provisions

Ownimals may temporarily restrict or block an account or individual functions where there is reasonable suspicion of fraud, money laundering, market manipulation, abuse, false identity information, false tax information, chargeback abuse, breaches of these terms or breaches of applicable law. Mandatory statutory rights of the user remain unaffected.

Ownimals strives for high technical availability. Uninterrupted or entirely error-free availability cannot, however, be guaranteed. In particular, maintenance work or disruptions at external providers such as payment, hosting, database or authentication services may lead to temporary restrictions.

Personal data is processed in accordance with the applicable Ownimals privacy policy. Stripe and Stripe Connect are used in particular for payment processing, identity verification and seller payouts. Ownimals generally does not store full card or bank data processed directly by Stripe. When using Google sign-in, personal data may be processed by Google.

Ownimals is liable in accordance with mandatory statutory provisions. Liability is not excluded or limited where this would be impermissible under applicable law. Ownimals in particular gives no guarantee for future sale prices, future demand, a particular value development, resaleability at any time, a particular estimated value or a particular profit.

Ownimals is generally aimed at persons who may validly enter into paid contracts under the law applicable to them. Additional age and identity requirements from Stripe may apply to the use of seller and payout functions.

Ownimals may be available to users worldwide. Certain purchase, sale, payment or payout functions may be restricted depending on country, regulatory requirements, Stripe availability, tax law or other legal requirements. The mere technical accessibility of Ownimals in a given country does not create a right to have all platform functions offered there.

Ownimals may further develop the platform technically and functionally, including changes to the user interface, marketplace functions, payment methods and technical processes. Contractual rights of users that have already arisen are not arbitrarily withdrawn as a result.

Ownimals may amend these terms where there is an objective reason for doing so and where this is legally permitted. Material changes are announced to users in accordance with statutory requirements.

To the extent legally permitted, Austrian law applies, excluding its conflict-of-law rules. For consumers this choice of law only applies insofar as it does not deprive them of the protection of mandatory provisions of the state of their habitual residence. Mandatory statutory places of jurisdiction remain unaffected.

Should any provision of these terms be wholly or partly invalid or unenforceable, the remaining provisions remain unaffected to the extent legally permitted. The relevant statutory provisions apply in place of an invalid provision.

A user may request deletion of their Ownimals account at any time via the function provided. Before the deletion is completed, open transactions, payouts, chargebacks, disputes and active listings are ended or settled accordingly.

With the final deletion confirmed by the user, the user waives — to the extent legally permitted — the Ownimals collectibles assigned to their account. These are automatically transferred back to Ownimals / vailble gmbh without any claim to payout, refund or other consideration and are then reassigned to Ownimals. Users are expressly and unambiguously informed of this consequence before final account deletion.

Account deletion does not affect statutory retention obligations; in particular, tax, accounting, payment and transaction-related data may be stored for the legally prescribed period. Personal data for which there is no legal basis for further processing is deleted or anonymised after account deletion.

vailble gmbh, Ludwig-Lassl-Strasse 2, 6112 Wattens, Austria · VAT ID: ATU80592958 · Register no.: FN 625878i · Commercial register court: Innsbruck · office@vailble.at

Further company information can be found in the imprint.