Terms of Service

1. ACCEPTANCE OF TERMS AND LEGAL INFORMATION

1.1 Agreement to Terms

By accessing or using the ODYS platform ("Platform"), including our website at www.odys-music.com, mobile applications, and all related services, you agree to be bound by these Terms of Service ("Terms") and our Privacy Policy. If you do not agree to these Terms, you must not use the Platform.

1.2 Company Information

Schmid Andrea Gina und Waeger Joel Jan GbR (haftungsbeschränkt)
VAT ID: 14/514/15114
Registered Office: Grünberger Straße 67, 10245, Germany
Contact: Legal Representative: Andrea Schmid
Email: odys@odys-music.com

1.3 Regulatory Compliance

ODYS operates in compliance with applicable German and EU regulations, including the General Data Protection Regulation (GDPR) (EU) 2016/679, and, where applicable, the provisions of the Markets in Crypto-Assets Regulation (MiCAR) (EU) 2023/1114.

1.4 Company Structure Notice

Schmid Andrea Gina und Waeger Joel Jan GbR is organized as a German civil-law partnership (Gesellschaft bürgerlichen Rechts) pursuant to §§ 705 ff. of the German Civil Code (BGB). In accordance with this legal framework, the partners may be personally liable for the obligations of the partnership. Users are advised to take this into consideration when using the Platform.

2. DEFINITIONS

"ODYS," "we," "us," "our": Schmid Andrea Gina und Waeger Joel Jan GbR (haftungsbeschränkt).

"Platform": All ODYS services, including website, apps, and smart contracts.

"User," "you," "your": Any individual or entity using the Platform.

"Artist": Users who upload content and create tokens.

"Fan": Users who consume content and purchase tokens.

"Tokens": Digital assets minted on the Polygon blockchain, including Key Tokens and Live Event Tokens.

"Wallet": A Polygon-compatible cryptocurrency wallet created for users.

"Content": Any audio, visual, text, or other materials uploaded to the Platform.

"IPFS": InterPlanetary File System used for decentralized content storage.

3. ELIGIBILITY AND ACCOUNT REGISTRATION

3.1 Age Requirements

You must be at least 18 years old to use the Platform. We reserve the right to request age verification and to terminate accounts of any user found to be under the age of 18.

3.2 Account Creation

To access Platform features, you must provide accurate, current, and complete registration information (Name & valid Email) and maintain the security of your account credentials.

3.3 Account Security

You are solely responsible for all activities under your account. You must immediately notify us of any unauthorized access. We are not liable for losses due to compromised account credentials.

4. BLOCKCHAIN WALLET AND SECURITY

4.1 Automated Wallet Creation

Upon first token purchase or artist registration, we automatically create a wallet on ThirdWeb; https://thirdweb.com/. This wallet is custodial during the beta phase. Wallets are provided through a third-party service provider. ODYS does not store private keys directly and disclaims any liability for service interruptions, errors, or loss of access resulting from such third-party actions.

To simplify the user experience, users are not required to hold cryptocurrency or operate their own wallet. When a user purchases an Access Pass, ODYS initiates the minting of that pass on the Polygon blockchain on the user's behalf. This process is executed through a secure, platform-controlled administrative wallet. The final Access Pass is then delivered to the user's platform-linked wallet. Users acknowledge that they do not personally sign the initial blockchain transaction and that ODYS acts as a technical agent for the creation and delivery of the token.

A high-level technical description of this process is provided in Annex A to these Terms.

4.2 Wallet Security Responsibilities

By using a blockchain wallet, you expressly acknowledge and agree that:

• Blockchain transactions are irreversible.
• Lost access to your ODYS account may result in lost access to the custodial wallet.
• We are not responsible for lost funds due to user error.
• You are responsible for avoiding phishing attacks and scams.

4.3 Smart Contract Risks

Smart contracts are experimental technology and may contain bugs or vulnerabilities despite testing. We are not liable for smart contract exploits or failures.

5. PLATFORM SERVICES AND FEATURES

5.1 Beta Phase Limitations

During the Beta phase:

• The Platform is provided "as-is" and completely free to all users.
• No ODYS platform fees are charged on any transactions.
• Features are subject to change without notice.
• Service interruptions may occur for updates.
• Customer support availability may be limited.
• Data may be reset with advance notice.
• There are no uptime guarantees; we provide a best-effort service.

By using the Platform during the Beta phase, you acknowledge that features are under development and may be modified or removed at any time. No guarantees of service continuity or data retention are provided.

5.2 Core Services

Social Features: User profiles, a social feed, follow/unfollow functionality, and direct/group chats.

Token Marketplace: Functionality to create and mint tokens on the Polygon blockchain and buy/sell them using fiat currency (EUR/USD).

6. TOKEN ECONOMICS AND MARKETPLACE

6.1 Available Token Types (Beta)

Key Tokens: Group chat access, exclusive content - Available in Beta

Live Event Tokens: Event access + benefits (merch, etc.) - Available in Beta

6.2 Transaction Terms

Platform Fee: 0% during the Beta phase.

Payment Processing: Third-party fees from our payment processor (e.g., Stripe) may apply and will be disclosed at the time of purchase.

Gas Fees: Paid by ODYS during the Beta phase.

6.2a Non-Transferability and Secondary Markets

Tokens, including Access Passes, are non-transferable and may only be used within the ODYS Platform. Users agree not to sell, assign, transfer, or otherwise dispose of any tokens on secondary markets or to any third party. Tokens do not represent ownership, equity, debt, or any other financial instrument. They are solely utility passes intended for access to features and content on the Platform. Any attempt to circumvent this restriction, including but not limited to account transfers, is strictly prohibited and may result in account termination without refund.

For further details on the token creation process, see Annex A.

6.3 Pricing and Currency

All prices are displayed in fiat currency (EUR/USD). We facilitate the conversion to cryptocurrency for blockchain transactions. Users bear currency conversion risks.

6.4 Artist Payments

Payment Schedule: Weekly on Wednesdays.

Fees: 100% of token sales go to artists minus external payment processing fees.

Minimum Payout: €20.

Tax Obligations: Artists are solely responsible for their own tax reporting and payments. Artists agree to provide any required tax identification documentation if requested and acknowledge that ODYS may be required to withhold or report payments under applicable tax laws.

6.5 Refund Policy

EU Consumer Rights: In accordance with EU law, you have a 14-day right of withdrawal for the purchase of digital tokens. However, you agree that this right of withdrawal is waived if you access or use the token (e.g., join an exclusive chat) before the 14-day period has expired. You will be asked to expressly consent to this waiver at the time of purchase.

Exceptions: Full refunds will be issued for technical errors resulting in non-delivery of a token or for artist-cancelled events. In the event of a dispute over eligibility for a refund, users agree to first contact ODYS support and provide reasonable opportunity to resolve the matter before initiating any external dispute resolution or chargeback request.

7. CONTENT POLICIES AND INTELLECTUAL PROPERTY

7.1 Content Ownership

You retain all rights to your original content. By uploading, you grant ODYS a worldwide, non-exclusive, royalty-free license to store, reproduce, and display your content as necessary to operate and promote the Platform. This license is perpetual and irrevocable for content that has been purchased or accessed by other users prior to removal, to the extent necessary to allow continued enjoyment of such content by those users and to comply with legal obligations.

You represent and warrant that you have all necessary rights to upload such content and that it does not infringe the rights of any third party, including intellectual property or privacy rights.

7.2 Copyright Policy

We respond promptly to valid copyright infringement notices (e.g., DMCA takedown notices). Repeat infringers are subject to account termination. Counter-notification processes are available. Contact: odys@odys-music.com.

7.3 Content Moderation

Uploading prohibited content (e.g., hate speech, unauthorized copyrighted material, pornography, malware) will result in content removal and may lead to account suspension or termination.

8. PRIVACY AND DATA PROTECTION

8.1 GDPR Compliance

We process personal data in accordance with GDPR. For full details on data categories, retention periods, and your rights (access, rectification, erasure, etc.), please see our Privacy Policy. Contact our Data Protection Officer at: odys@odys-music.com. Users acknowledge that certain transaction and ownership data related to tokens are recorded permanently on the Polygon blockchain and cannot be altered or deleted by ODYS. While ODYS will honor and process data subject rights to the extent technically possible, such immutable blockchain records may remain publicly accessible in accordance with the inherent characteristics of blockchain technology.

8.2 Data Security Measures

We implement robust security measures, including encryption (at rest and in transit), role-based access controls, and regular security assessments to protect your data.

8.3 Third-Party Data Sharing

We share data with essential service providers like Stripe (payments), Polygon (blockchain), and IPFS providers (storage), and with law enforcement when legally required. All third parties with whom data is shared are bound by data processing agreements in compliance with Article 28 GDPR.

9. PROHIBITED CONDUCT AND ENFORCEMENT

9.1 Prohibited Activities

Users may not violate laws, impersonate others, manipulate token prices, use unauthorized bots, harass users, or attempt to exploit or hack the Platform. Attempting to circumvent the non-transferability of tokens, including by selling or transferring ODYS accounts or providing access credentials to third parties.

9.2 Enforcement Actions

Violations may result in a warning, temporary suspension, permanent account termination, and/or referral to law enforcement. This includes suspension of access to tokens through the Platform interface.

9.3 Appeal Process

Users may appeal enforcement actions within 14 days. Reviews are completed within a reasonable timeframe and the final decision is binding, subject to arbitration.

10. DISCLAIMERS AND RISK ACKNOWLEDGMENT

10.1 Technology Risks

You acknowledge and accept that blockchain technology is experimental, smart contracts may have vulnerabilities, and cryptocurrency values are volatile. Technical failures may occur.

10.2 Investment Disclaimer

Tokens are intended to provide utility on the Platform and are not sold as investment products. ODYS makes no representation as to their present or future value. ODYS tokens are designed solely for use within the ODYS Platform to access digital content and features. They are not intended as securities, payment instruments, or investment products. ODYS makes no representation regarding their market value or resale. Users acknowledge that tokens may be subject to additional regulation depending on their jurisdiction, and agree to use them in compliance with all applicable laws.

For the avoidance of doubt, ODYS tokens are designed exclusively as non-transferable utility passes for use within the ODYS Platform and do not grant any rights to profits, dividends, governance, or ownership. They are not intended to be securities, e-money, or other regulated financial instruments under the EU Markets in Crypto-Assets Regulation (MiCAR) or other applicable laws. The structure, functionality, and restrictions on transferability are intended to ensure compliance with these regulatory frameworks.

10.3 Service Availability

The platform is provided "as is" and "as available" without warranties of any kind, express or implied.

11. LIMITATION OF LIABILITY AND INDEMNIFICATION

11.1 Liability Cap

To the maximum extent permitted by law, ODYS's total liability shall not exceed the greater of: (a) €100; or (b) the total fees paid by you to ODYS in the 12 months preceding the claim.

11.2 Excluded Damages

We are not liable for indirect, incidental, or consequential damages, including loss of profits, revenue, data, or digital assets.

11.3 Indemnification

You agree to indemnify, defend, and hold harmless ODYS and its officers, directors, employees, and affiliates from any and all claims, damages, liabilities, costs, and expenses (including legal fees) arising from your use of the Platform, your content, or any breach of these Terms or applicable laws.

12. DISPUTE RESOLUTION

12.1 Informal Resolution

Parties agree to attempt to resolve disputes informally through customer support for at least 30 days before initiating formal proceedings.

12.2 Binding Arbitration

All unresolved disputes shall be settled through binding individual arbitration under the rules of the German Arbitration Institute (DIS). The seat of arbitration shall be Berlin, Germany, and the language of proceedings shall be English.

12.3 Class Action Waiver

You waive any right to bring claims on a class, consolidated, or representative basis.

13. MODIFICATIONS AND TERMINATION

13.1 Terms Modifications

We may modify these Terms with 30 days' notice via email or a Platform announcement. Continued use after the notice period constitutes acceptance.

13.2 Account Termination

You may close your account at any time by contacting support. We may terminate your account for violations of these Terms or for any reason during the Beta phase, providing reasonable notice where practicable. Upon termination, you will be given a 90-day period to withdraw any remaining token balance to an external wallet, where technically feasible.

14. GENERAL PROVISIONS

14.1 Governing Law

These Terms are governed by the laws of the Federal Republic of Germany.

14.2 Entire Agreement

These Terms and our Privacy Policy constitute the entire agreement between you and ODYS.

14.3 Assignment

You may not assign these Terms without our consent. ODYS may assign them freely.

14.4 Language

These Terms are drafted in English. Any translations are for convenience only.

15. CONTACT INFORMATION

General/Support: support@odys-music.com
Legal Notices: odys@odys-music.com
Data Protection: odys@odys-music.com

Mailing Address:
Schmid Andrea Gina & Waeger Joel Jan GbR (haftungsbeschränkt)
Grünberger Straße 67
10245 Berlin
Germany

ANNEX A – Technical Overview of Token Minting and Fiat-to-Crypto Conversion

This Annex provides a simplified explanation of the process by which Users Buy and Cancel tokens and converts fiat currency to cryptocurrency for blockchain settlement purposes.

This technical description is for informational purposes only and does not alter the legal terms set forth in the main body of these Terms of Service.

Last Updated: November 2024