1 Scope

The following terms of use (hereinafter also “General Terms and Conditions” or “GTC”) apply to all services of Gorilla Funds UG, Hermann-Wellensiek-Str. 33, 67346 Speyer (hereinafter “we”) to companies (§ 14 BGB) and consumers (§ 13 BGB) (hereinafter “you” or “customer”).

Your own general terms and conditions will not become part of the contract, even if we do not object to them separately.

2 Subject Matter of the Contract and How It Works

The NFT Shop Builder (hereinafter also “software”) is browser-based sales visualization software that can be accessed via the Internet and can be used to create an online shop (hereinafter also “NFT shop”) with individual sales pages. In order to start creating a sales page, you must first be in possession of a Non-Fungible Token (“NFT” for short), which you have either previously purchased from us or over the counter. The shop pages created are used to graphically display data on the type and price of the NFTs offered and ultimately to enable the NFT to be purchased digitally. The user can freely choose which NFTs are later to be sold via the created shop. This decision is his alone. In order to be able to use other functions of the software, such as buying and redeeming NFTs within the created shop, a wallet must be linked or integrated. Via the NFT shop created with the NFT Shop Builder, all non-fungible tokens on offer can be checked by the interested party (hereinafter also “customer”) and customer-specific purchases can be made via the linked wallets, whereby we are never involved with the or the interact with customer wallets or hold assets or crypto assets (collectively “Assets”) for or from customers. Customer has sole control over its assets, which are purchased through the Software and are presented only graphically summarized in its Vault. For the security of the customer, their entries are checked for correctness to the extent that the customer’s entry during the purchase matches the displayed result in the linked wallet before sending a transaction. This is also visualized separately for the customer before sending.

The sales pages are only used to visualize data and link to other online services and are based on Wordpress and other open source software.

The NFT Shop Builder is available for use for a limited period of time. The description that can be viewed online is definitive for the quality. We do not owe any further quality.

We reserve the right to expand, change or delete services or functions in the NFT Shop Builder and to make improvements, especially if these serve technical progress, appear necessary or to prevent misuse. We will only make these changes if they are reasonable for you or if we are obliged to do so by law.

The presentation and design of the administration area (e.g. in the dashboard) is our sole responsibility. We reserve the right to display product-related advertisements and other commercial or sponsored content in the administration area.

3 Formation of the Contract

The contract between us and you is concluded online. The NFT Shop Builder is available in German and English. Use requires registration with name, address, email address and payment information.

The presentation of the software on the Internet does not represent a legally binding offer on our part. You only make a legally binding offer to use the software after you have entered the required data and clicked on the “Register to pay” button in the final step of the registration process.

You can continuously correct your entries before completing the registration using the usual keyboard and mouse functions.

We save the registration and send you a confirmation of its receipt. For more information about which personal data we process and how, we refer to our data protection information. A contract for the use of the software is only concluded when the use is permitted.

The text of the contract, including the General Terms and Conditions valid at the time the contract was concluded, is not stored by us and is therefore no longer accessible to you in this version after the contract has been concluded. However, you have the option of accessing the General Terms and Conditions as part of the registration process and saving them in a reproducible form.

4 Contract Duration and Price List

The contract is entered into between us for a period of one (1) year (initial term). It applies the current price list. After the end of the basic term, the contract is automatically extended by a further twelve (12) months if the contract is not terminated with one month’s notice to the end of the basic term. Thereafter, the contract can also be terminated by either contractual partner with a notice period of 2 months to the end of the extension period.

The contractual partner’s right to terminate the contract for good cause remains unaffected. Text form is sufficient for termination (e.g. by email to info@gorilla.build).

5 NFT Shop Builder - Account

In order to prevent your NFT Shop Builder account from being used by unauthorized third parties, you are obliged to keep your access data secret. If you have reason to believe that unauthorized third parties have or may have knowledge of your access data, we must be informed immediately. In this case, you are also obliged to change your password immediately.

In addition to the NFT Shop Builder account, you will receive access data for your personal sanity instance for the administration of the content that is displayed in your NFT shop and the respective sales pages. Here, too, you are obliged to keep your access data secret. We recommend setting up the integrated 2-factor authentication to optimally secure this access. If you have reason to believe that unauthorized third parties have or may have knowledge of your access data, we must be informed immediately. In this case, you are also obliged to change your password immediately.

You are responsible for an adequate internet connection and for the necessary system requirements for the use of the software.

6 Entry and Transmission of Data

The created NFT shop and the individual sales pages are used to visualize data that you enter. The customer is responsible for the content of his shop (see also No. 7). The NFT Shop Builder is based on open source software. You acknowledge that a completely secure transmission of data is not owed. There is a possibility of unauthorized persons influencing the data transmission. You are therefore obliged to check the visualized information for accuracy if necessary.

7 Sales Pages

We are not responsible for the content presented on the sales pages.

We are not a party to, and assume no responsibility or liability for, any communication, transaction, interaction, or dispute between you and the purchaser of the Content featured. Under no circumstances are we “publishers” of your content. We are not responsible for the content uploaded, posted or made available through your NFT Shop by you or any other party. For any party’s use, or for any loss, damage, or expense you or others may suffer as a result of posting, accessing, or reliance on your content. We shall also not be liable for any inaccurate, defamatory, libelous, defamatory, obscene, pornographic or other unlawful content displayed to you or any other party. The customer indemnifies us to a reasonable extent from any claims by third parties, see below under No. 15.

The sales page you create will be published under a subdomain of your choice or generated by the NFT Shop Builder via a third party. For more information about which personal data we process and how, we refer to our privacy policy. You may not forward an externally hosted domain to a sales page or display the sales page on an external website (e.g. embedding via frame or iframe).

We may offer third party services via the NFT Shop Builder to extend the service packages, which can be integrated on the sales page. The type and scope of the claim are based on the respective terms and conditions of the third party, to which we refer separately.

Depending on the selected service package, we offer you the integration of the web analysis tools provided by us. In this case, you will have access to our web analysis data relating to your respective sales pages.

8 Your Responsibilities

You are responsible for all content that you store in the self-created NFT shop and on the sales pages and make available for retrieval. We are not obliged to check the created NFT shop and the respective sales pages for possible legal violations.

You are also responsible for complying with the legal requirements in your created NFT shop and on your sales pages. This applies in particular (but not exclusively) to data protection law, competition law, copyright law, trademark law, remote sales law and telemedia law.

You undertake to comply with the imprint obligation (or the corresponding legal obligation in the country of use). This must be made available to third parties when the NFT shop and the sales page become available.

We regularly create security copies (backups) of our servers. However, individual sales pages and/or content cannot be restored from these backups. You are responsible for storing and backing up the data or content of your NFT shop and your sales pages.

You may only use the designs available in the NFT Shop Builder to create your NFT Shop and Sales Pages. It is expressly forbidden to save the NFT shop and the sales pages on third-party IT systems and to use them on a third-party server.

You may only use the content of our design templates (e.g. images, text, layout, fonts) in your NFT shop created by us and on your individual sales pages. Publication of this content elsewhere (e.g. in print media or other platforms on the Internet) is not permitted.

9 Availability

We owe an effort to ensure that the NFT shops created with the NFT Shop Builder, including sales pages, can be called up around the clock worldwide via the network we maintain and the Internet connected to it. We assume no responsibility for the success of the respective access, unless the network operated by us, including the interfaces to third-party networks, is used exclusively.

The NFT Shop Builder is available to you 24 hours a day, seven (7) days a week. The average availability is 99.00% on average over the year minus the time required to import updates, upgrades, new releases and other modifications and maintenance work.

If the security of network operation or the maintenance of network integrity is at risk, access to the software can be temporarily restricted.

10 Electronic Communications

You agree to only receive electronic messages from us for contractual purposes (e.g. invoices, important contractual information or relevant technical changes). It is therefore important that your data is up to date.

You can revoke your consent to communication exclusively by electronic means by notifying us at any time for the future. In this case, however, we reserve the right to close your account.

11 Pricing and Payment

The prices mentioned are fixed prices.

We are entitled to change the prices at the beginning of the next contract period (after the end of the basic contract period, see No. 4) with a reasonable notice period of at least one (1) month. If you do not object to the change within a period of fourteen (14) days from receipt of the change notification, the change is deemed to have been approved and the contract is extended at the new prices. In the change notification, we would like to point out again that the change will take effect if you do not object. If you object to the change, the contract ends after the original contract period and is not extended.

As an entrepreneur, you are in default, even without a reminder, if you do not pay the amount due within ten (10) calendar days of receipt of the invoice.

As a consumer, you are in default if you do not pay within thirty (30) calendar days of receipt of the invoice and we have pointed out this consequence to you in the invoice.

For both deadlines, it is decisive that the invoice amount is received by us in the account specified in the invoice within the respective deadline.

The usage-independent payment is due monthly in advance. The usage-based payment is due upon invoicing.

If statutory price components change at a point in time within the billing period due to an increase or decrease (e.g. due to an increase or decrease in sales tax), the service period is billed separately from the start of the billing period to the time of the change and the service period from the time of the change to the end of the billing period. You can only offset our claims with uncontradicted or legally established claims.

12 Warranty

We strive to ensure that the software and the NFT shops based on it with the individual sales pages can be used without interruption. However, you acknowledge that uninterrupted availability is not feasible for technical reasons and due to external influences (e.g. unavailability of the communication networks, interruption of the power supply, hardware and software errors). There is no entitlement to high availability. Temporary access restrictions justify weder warranty claims nor a right to extraordinary termination.

The content displayed in the NFT shop and on the sales pages does not come from us. We therefore assume no liability for the correctness, completeness and topicality.

You are required to describe any errors and problems encountered while using the Software as accurately as possible. You have to give us the opportunity to check and correct errors, even if this means that the use of the software is only possible to a limited extent at times.

In the event of material defects, we initially provide a guarantee through supplementary performance. For this we provide you with new and defect-free software or eliminate the defect. The elimination of defects also means that we show you reasonable options for avoiding the effects of the defect. In the event of defects in title, we initially provide a guarantee through supplementary performance. For this purpose, we provide you with a legally flawless opportunity to use the software or exchanged or modified equivalent software.

We make no express or implied warranties of merchantability, fitness for a particular purpose, workmanlike workmanship, non-infringement or any other warranties - to the fullest extent permitted by law. In particular, we do not guarantee that the NFT Shop Builder (or any part, function or content thereof) will be complete, correct, of a certain quality, reliable, secure, compatible with your intended activities, device, operating system, browser, program or tool ( or those of your end users) are (or will continue to be) compliant, or that they are compliant with all legal requirements that apply to you or your customers (including the legal requirements of any country in which you operate), or that the NFT Shop Builder is free from viruses, bugs or other harmful components or program restrictions. In addition, we have no liability for any company, product or service (including Third Party Services) offered through the NFT Shop Builder - so you should review them carefully before using them.

Section 536a, paragraph 2 of the German Civil Code is excluded (claim for reimbursement of expenses if the defect is rectified by oneself).

We are entitled to make subsequent performance dependent on you having paid at least a reasonable part of the remuneration.

If we provide services for troubleshooting or troubleshooting without being obliged to do so, we can demand payment for this. This applies in particular if a defect cannot be proven or cannot be attributed to us.

If third parties assert claims that prevent you from exercising the rights of use granted to you under the contract, please inform us immediately and comprehensively. You hereby authorize us to take legal action against third parties in and out of court alone. If you are sued, coordinate with us and take legal action, in particular acknowledgments and settlements, only with our prior consent.

If you are an entrepreneur, the limitation period for all warranty claims is one (1) year; if you are a consumer, it is two (2) years and begins with the transfer of the software.

In the case of intent or gross negligence, fraudulent concealment of a defect, personal injury or defects of title, claims under the Product Liability Act and guarantees (§ 444 BGB), the statutory limitation periods apply.

The warranty applies to the country in which we have our place of business.

13 Cancellation Policy

Right of Withdrawal

If you are a consumer (§ 13 BGB), you have the right to withdraw from this contract within fourteen days without giving reasons.

The cancellation period is fourteen days from the day the contract was concluded.

In order to exercise your right of withdrawal, you must send us (Gorilla Funds UG, Hermann-Wellensiek-Str. 33, 67346 Speyer, Tel: 06232/8779574, email: info@gorilla.build) a clear statement (e.g. a letter sent by post, fax or e-mail) of your decision to withdraw from this contract. You can use the attached model withdrawal form for this, but this is not mandatory.

To meet the cancellation deadline, it is sufficient for you to send the communication regarding your exercise of the right of cancellation before the cancellation period has expired.

Consequences of Revocation

If you revoke this contract, we must reimburse you for all payments that we have received from you immediately and at the latest within fourteen days from the day on which we received notification of your revocation of this contract. For this repayment, we use the same means of payment that you used in the original transaction, unless something else was expressly agreed with you; under no circumstances will you be charged for this repayment.

Premature Expiration

Your right of withdrawal expires prematurely if you have consented to us beginning the performance of the service during the withdrawal period (fourteen days) and you have confirmed that you are aware that you will lose your right of withdrawal if you consent to the performance of our service.

Sample Withdrawal Form

If you want to revoke the contract, please fill out this form and send it back to:

Gorilla Funds UG Hermann-Wellensiek-Str. 33 67346 Speyer

14 Copyright

We grant you a limited, non-exclusive and non-transferrable right to use the NFT Shop Builder for the duration of the contract period. The sanity terms of use also apply (https://www.sanity.io/legal).

If databases are created during the contract period, in particular through the compilation of application data through activities that are permitted under these General Terms and Conditions, you are entitled to all rights to them.

15 Liability

Our liability, for whatever legal reason, is limited to the foreseeable damage that is typical for the contract.

Therefore, we will not be liable to you for any direct, indirect, incidental, special, punitive, or consequential damages, including damages resulting from (1) any errors or inaccuracies in any Content; (2) personal injury or property damage resulting from use of the NFT Shop Builder and Sales Sites; (3) unauthorized access to the servers or the personal data or other information stored there; (4) transmission interruptions to or from the Sanity Instance and NFT Shop Builder and Sales Pages; (5) use or display of any Content or Content posted, emailed, transmitted or otherwise offered through the Sales Sites; or (6) events beyond our control, including but not limited to internet failures, system failures, power failures, strikes, labor disputes, riots, riots, uprisings, riots, shortages of materials and labor, fires, floods, storms, earthquakes, explosions, higher violence, war, terrorism, intergalactic fighting, acts of government, court, agency or tribunal orders, or defaulting third parties, and/or (7) loss of use, data, profits, goodwill or other intangible loss resulting from the use of, or inability to use, the NFT Shop Builder and the sales pages.

This does not apply to the breach of essential contractual obligations, i.e. contractual obligations, the fulfillment of which enables the proper execution of the contract in the first place and on the observance of which you regularly trust and may trust (cardinal duties), for damage to body, life and health, for intentional or grossly negligent breaches of duty, for liability under the Product Liability Act or for claims arising from guarantees.

We are not liable for any damage resulting from the use of third-party services. Before integrating / linking these third-party services, you should always check the terms and conditions of the relevant third-party provider. Use of third-party services is at your own risk.

You agree to indemnify and hold us harmless from and against any and all claims, damages, duties, losses, liabilities, costs, demands and expenses (including attorneys’ fees) arising out of: (1) any breach of any provision of these Terms of Use or any other terms by us by you; (2) any violation of any third party rights, including copyright, access rights, property rights and privacy rights, through your instance of Wordpress or your content on the Sales Pages or through your use of the NFT Shop Builder; or (3) any other type of claim that Your Instance of Wordpress or Your Content on the Sales Pages violated the rights of any third party.

16 Privacy

Your inventory data will only be used to process the activation of the NFT Shop Builder and the associated sanity instance. All customer data is stored, processed and deleted in accordance with the statutory deadlines in compliance with the relevant provisions of the Federal Data Protection Act (BDSG) and the General Data Protection Regulation (GDPR).

You have the right to free information, correction, blocking at any timeng and deletion and portability of the stored data.

In addition, the data protection declaration available in the NFT Shop Builder under the menu item “Privacy Policy” applies

17 Consumer Dispute Resolution

With regard to the law on alternative dispute resolution in consumer matters (VSBG), we would like to point out that we do not take part in voluntary consumer dispute resolution.

18 Place of Performance, Place of Jurisdiction, Choice of Law

Place of performance is our place of business.

If you act as a merchant, a legal entity under public law or a special fund under public law based in the territory of the Federal Republic of Germany, the exclusive place of jurisdiction for all disputes arising from this contract is our place of business. If you are based outside the territory of the Federal Republic of Germany, our place of business is the exclusive place of jurisdiction for all disputes arising from this contract if the contract or claims arising from the contract can be attributed to your professional or commercial activity. In the above cases, however, we are always entitled to appeal to the court at your registered office.

The law of the Federal Republic of Germany in its current version applies to the entire contractual relationship, excluding the UN Sales Convention. Mandatory provisions of the state in which you have your habitual residence remain unaffected by this regulation.

Contract language is German.

19 Final Provisions

Should a provision of these General Terms and Conditions be or become invalid, contain an inadmissible deadline or a gap, the legal validity of the remaining provisions shall remain unaffected. Insofar as the ineffectiveness does not result from a violation of §§ 305 et seq. BGB, an effective provision shall be deemed to have been agreed in place of the ineffective provision, which comes as close as possible to what the contracting parties want from an economic point of view. The same applies in the event of a gap. In the event of an inadmissible period, the legally permissible extent applies.