1. Introduction
    

   1. These terms and conditions (“Terms”) are entered into between STYLE Association, a Swiss association pursuant to art. 60 et seqq. Swiss Civil Code, domiciled at Dammstrasse 16, 6300 Zug (“We”, “Us” or “Our”) and you (“You” or “Your”), together the parties (“Parties”), each alone a party (“Party”).

   2. Please read these Terms carefully as they contain important information and affect Your legal rights and obligations. By clicking to accept and/or using Our service as defined below under section 2, You agree to be bound by these Terms and all of the terms incorporated herein by reference. If You do not agree to these Terms, You may not access and/or use Our service.

   3. We reserve the right to change or modify these Terms at any time and in Our sole discretion. If we make material changes to these Terms, we will use reasonable efforts to provide notice of such changes, such as by providing notice through our website [www.protocol.style] or updating the “Last Updated” date at the beginning of these Terms. By continuing to access or use the service, You confirm Your acceptance of the revised Terms and all of the terms incorporated therein by reference effective as of the date these Terms are updated. It is Your sole responsibility to review the Terms from time to time to view such changes and to ensure that You understand and agree to the Terms that apply when You access or use the service.
       

2. Scope of the Service
    

   1. We provide a decentralized network service called $STYLE protocol (“Service”). Our aim is to connect all metaverses and games (“Environments”, cf. also sect. 5.1 below) in the space and to provide true interoperability by making NFTs and virtual assets compatible across the multiverse. In order to do so “Owners” (cf. also sect. 3.1 below) of any kind of visual intellectual property (e.g. a picture file, a given NFT), not necessarily connected to any blockchain (“Connected Assets” or „Initial Assets”), can instruct “Tailors” (cf. also sect. 4.1 below) to create a 3D file suitable for the use in the relevant Environments based on the Connected Asset and link it to an NFT (“Derivative Asset”). Derivative Assets can be bought and sold by “Users” (cf. also sect. 6.1 below) of a specific Environment. Buyers of a Derivative Asset are entitled to a license for the use of a Derivative Asset in a specific Environment (cf. also sect. 6.2 below).

   2. We connect on Our decentralized protocol Owners, Tailors, Environments as well as Users. The rights and obligations of the Owners, Tailors, Environments and Users are described in the following sections 3,4,5 and 6.

   3. As per section 2.1 above Our Service is strictly limited to the provision of a peer-to-peer Service that helps You discover and directly interact with Owners, Tailors, Environments and other Users respectively. You understand and agree that We only provide the Service and the infrastructure on which the Service is built. We are in no event party to any agreement entered into between Owners, Tailors, Environments or Users and we have no control over the conduct of the Owners, Tailors, Environments or Users. Therefore, We cannot and do not provide any guarantee and exclude any liability beyond the above-mentioned scope of Our Service.

   4. We do not have custody or control over the NFTs or blockchains You are interacting with and We do not execute or effectuate purchases, transfers, payments, or sales of NFTs. To use Our Service, You must use a third-party wallet which allows You to engage in transactions on blockchains, in accordance with the terms and conditions of such third party providers, as applicable.

   5. We reserve the right at any time to modify or discontinue the Service (or any part or content thereof) without notice at any time. We shall not be liable to You or to any third-party for any modification, suspension or discontinuance of the Service.

   6. We reserve the right, but are not obligated, to exclude specific persons, geographic regions or jurisdictions from Our Service. We may exercise this right at any time and on a case-by-case basis.
       

3. Rights and Obligations of Owners of Initial Assets (“Owner/s”)
    

   1. Definition of Owner: Anyone offering an Asset for interoperability with specific Environments onto the STYLE Protocol. The Owner decides in which Environments and in which quantity his/her Connected Asset shall be made available once it has been tailored accordingly by the Tailor. The Owner also defines the price of the Derivative Asset and, accordingly, the remuneration of the Tailor and the Environment.

   2. The Owner represents, warrants and agrees that:
      He/she has all necessary rights to each Initial Asset that he/she brings onto the STYLE Protocol; and
      he/she will not offer stolen Assets, Assets taken or processed without authorization or otherwise illegally obtained Asset on the STYLE Protocol. 
      The Owner shall indemnify Us, the Tailor and the Environments for any claims made by third parties against the Tailor and the Environments, in connection with the rights to a Connected Asset.

   3. By offering an Asset onto the STYLE Protocol the Owner commits to use the Style Protocol for the creation and marketing of the Derivative Asset, respectively, by the Tailor and, if requested by the Owner, the sale of the Derivative Asset. If Derivative Assets are being sold to Users of the Environments the Owner receives a share of the sales proceeds, the amount of which varies depending on the price of the Derivative Asset sold and the variables initially designed by the Owner. The Owner is solely responsible for any taxes which might occur in connection with his/her income. In return for the price paid by the User the Owner grants the holder of the Derivative Asset i.e. the respective User a worldwide, simple, perpetual license to the 3D file (“License”) which allows the User to use the Derivative Asset to its fullest extent and to sell the Derivative Asset to another User.

   4. Whenever a User initially buys a Derivative Asset the Derivative Asset is instantly minted in the Environment and transferred to the User. In cases where the Derivative Asset is minted by the Owner, the Owner agrees and confirms to transfer the Derivative Asset and thus, the associated rights of use to the User. It is understood and agreed by all involved parties that the User holding the Derivative Asset is considered the licensee of the License.

   5. The Owner accepts the current Terms of the STYLE Protocol. The Owner also understands and agrees that the compensation as described above in sect.3.3 is provided automatically and independently by a smart contract, he/she is not entitled to any claims or remunerations against the STYLE Protocol or the STYLE Association.
       

4. Rights and Obligations of Owners of Tailors (“Tailor/s”)
    

   1. Definition of Tailor: Anyone “tailoring” Connected Assets into 3D files in order to enable them to be used in a specific or several Environment(s) as Derivative Assets. Owners mandate Tailors directly and Tailors will tailor according to the Owners’ instructions only. Any Tailor may also create and upload his/her own Connected Asset into the STYLE Protocol and act as Owner.

   2. If the Tailor tailors 3D files according to the Owner’s instructions the Tailor agrees and confirms that he/she transfers all copyrights in relation to the 3D file created to the Owner immediately after creation and no copyrights connected with the 3D file will remain with the Tailor.

   3. The Tailor receives a reward  in USDC for work committed, the amount of which varies depending on the price of the Derivative Asset and the initial variables defined by the Owner. The Tailor is solely responsible for any taxes which might occur in connection with his/her income.

   4. The Tailor agrees to the Terms of the STYLE Protocol in force. In addition, the Tailor understands and agrees that, the compensation as described above in sect. 4.3 is provided automatically and independently by a smart contract, he/she is not entitled to any claims or remuneration against the STYLE Protocol or the STYLE Association.
       

5. Rights and Obligations of Owners of Connected Metaverses and Games (“Environment/s”)
    

   1. Definition of Environment: Environments are primarily metaverses and games that utilize the open protocol and the decentralized infrastructure of the STYLE Protocol. The Environments are fetching and subsequently displaying the tailored 3D file in their world for their players and customers to discover. Players and customers will be able to buy and use Derivative Assets which entitle them to a license for the use of the 3D file in the Environment. Any Environment may also create and upload its own Connected Asset into the STYLE Protocol and act as Owner.

   2. The Environment agrees and confirms that it has no rights in relation to the Connected Asset as well as the 3D files and/or the Derivative Assets unless the Environment uploads its own Connected Asset and/or tailors the 3D file/Derivative Asset itself.

   3. The Environment receives a share of the sales proceeds whenever a Derivative Asset is being sold to a User of the Environment or whenever the Environment’s own Derivative Asset is being sold in another Environment. The amount of these proceeds depends on the price of Derivative Asset concerned. Each Environment is solely responsible for any taxes which might occur in connection with the proceeds described above.

   4. The Environment agrees to the Terms of the STYLE Protocol in force. In addition, the Environment understands and agrees that, apart from the compensation from the smart contract as described in para. 5.3 above, it is not entitled to any claims against the STYLE Protocol or the STYLE Association.
       

6. Rights and Obligations of Buyers and Sellers of Derivative Assets (“Users”)
    

   1. Definition of Users: Users are the players and customers of the different Environments connected with the STYLE Protocol. Users can browse the different Derivative Assets displayed in the Environments and have the possibility to buy and use Derivative Assets.

   2. If a User wishes to buy a Derivative Asset he/she must pay the respective price (denominated in the relevant Environment’s currency) for the minting costs and the Derivative Asset including its associated rights of use regarding the 3D file. In doing so the User “requests” the minting of the Derivative Asset and its transfer to his/her wallet. The holder of the Derivative Asset is considered the licensee rights of use for the 3D file. With the transfer of the Derivative Asset , the User is granted a License which allows the User to use the Derivative Asset to its fullest extent.

   3. The User is furthermore entitled to transfer the Derivative Asset and with it the License. With the transfer of the Derivative Asset , the license agreement between the previous User and the Owner is terminated. The previous User acknowledges and confirms that he/she has no longer any rights to the Derivative Asset and/or the respective 3D file after the transfer.

   4. The User accepts the current Terms of the STYLE Protocol. The User acknowledges and confirms that he/she acquires the Derivative Asset and the License from the Owner and has no claims whatsoever against the STYLE Protocol or the STYLE Association. The User confirms that he/she is solely responsible for determining what, if any, taxes apply to his/her transactions on the Platform.
       

7. Risks 
   
   Value and Volatility​

   1. You understand and agree that Your access to, and use of, Our Service is subject to certain risks including without limitation:

   2. The price and liquidity of collectible blockchain assets, are extremely volatile and subjective and may be subject to fluctuations;

   3. Collectible blockchain assets have no inherent or intrinsic value;

   4. Fluctuations in the price of other digital assets could materially and adversely affect the value of Your Derivative Asset, which may also be subject to significant price volatility;

   5. Collectible blockchain assets are not legal tender and are not backed by any government;

   6. Transactions involving collectible blockchain assets may be irreversible, and losses due to fraudulent or accidental transactions may not be recoverable, including accidental transactions whereby you provide wrong wallet addresses;

   7. The value of collectibles, is inherently subjective, and factors occurring outside the STYLE Protocol may materially impact the value and desirability of any particular collectible blockchain assets, Connected Asset or Derivative Asset;

   8. The value of collectible blockchain assets may be derived from the continued willingness of market participants to exchange fiat currency or digital assets for such assets, and therefore the value of collectible blockchain assets is subject to the potential for permanent or total loss of value should the market for collectible blockchain assets disappear; and

   9. Collectible blockchain assets are subject to the risk of fraud, counterfeiting, cyberattacks and other technological difficulties which may prevent access to or use of Your Derivative Asset.
      
      Cryptocurrency Risks
      There are risks associated with using a cryptocurrency, including, but not limited to, the risk of hardware, software and internet connections, the risk of malicious software introduction, and the risk that third parties may obtain unauthorised access to information stored with Your electronic wallet. You acknowledge and accept that We will not be responsible for any communication failures, disruptions, errors, distortions or delays You may experience when using Our Service.
      
      Regulatory Uncertainty
      The regulatory regime governing blockchain technologies, cryptocurrencies and tokens is uncertain, and new regulations or policies may materially adversely affect the development of Our Service, and by extension, the use, transfer, value and potential utility of Your Derivative Asset.
      
      Your Own Risk
      You understand and agree that you are solely responsible for determining the nature, potential value, suitability and appropriateness of these risks for yourself. We do not give any advice or recommendations regarding the Derivative Asset. You understand and agree that You access and use Our Service at Your own risk. You understand and agree that We will not be responsible for any communication failures, disruptions, errors, or distortions You may experience when using Our Service.
       

8. Liability
   
   We exclude any and all liability for Us and any auxiliary persons to the maximum extent permitted by law.
    

9. Miscellaneous
    

   1. Assignment: We may assign any of Our rights or obligations under these Terms without Your consent and without prior notice to You. You may not assign or transfer any of Your rights or obligations under these Terms, in whole or in part, without Our prior written consent, which may be withheld at Our sole discretion. 

   2. Severance: If a provision of these Terms is held to be void, invalid, illegal or unenforceable, that provision is to be read down as narrowly as necessary to allow it to be valid or enforceable, failing which, that provision (or that part of that provision) will be severed from these Terms without affecting the validity or enforceability of the remainder of that provision or the other provisions in these Terms.

   3. Disputes: Neither party may commence court proceedings relating to any dispute arising from, or in connection with, these Terms without first meeting with the other party to seek (in good faith) to resolve that dispute (unless that party is seeking urgent interlocutory relief).

   4. Applicable law and jurisdiction: These Terms shall be governed and construed in accordance with material Swiss law. The ordinary courts of Zug, Switzerland, shall have exclusive jurisdiction.​

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