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Terms of Service

Welcome, so glad you can join us in populating the future ubiquitous digital layer. IllustSpace is designed as both an augmented reality art auction platform and a content gateway for instantiating immersive art on the Ethereum Blockchain. Our platform creates the opportunity for artists to use customized smart contracts to sell their works for art and collections with a community of collectors. Collectors will soon be able to buy, sell, and trade digital art amongst each other in the network.

These Terms Set Forth a Legally Binding Agreement

Please read these Terms of Use (“Terms”, “Terms of Use”, or “Agreement”) very carefully. This Agreement is between you and Illust Creative Partners, Inc., a company operating the Illust Space platform and organized under the laws of the State of California (“Illust Creative Partners,” “Illust Space,” “the Company”, “we”, “our” or “us” and together with you, the “Parties”). “Artist” refers to any user of our Platform that uploads or publishes Artwork (defined below) to the Site. “Collector” refers to any user that engages in transactions on our Platform. You, Artists, Collectors, and other visitors or users of our Site are collectively referred to as “Users”.   These Terms govern your use of the website located at Illust.Spaceillust.web.appapp.illust.space, and IllustAgency.com (the “Site”), and all related tools, mobile applications, web applications, decentralized applications, smart contracts and APIs located at any of Illust Creative Partner’s websites, including without limitation, successor website(s) or application(s) thereto (together with the Site, referred to as the “Platform”).

Certain features of the Site are subject to other guidelines, terms, or rules, which are located on the Site in connection with such features. The Illust Space User Agreement, and all such additional terms, guidelines, and rules are hereby incorporated by reference into these Terms and expressly agreed to and acknowledged by the User.

THESE TERMS SET FORTH THE LEGALLY BINDING TERMS AND CONDITIONS THAT GOVERN YOUR USE OF THE SITE OR PLATFORM. BY ACCESSING OR USING THE SITE, SERVICES, OR SMART CONTRACTS YOU ARE ACCEPTING THESE TERMS (ON BEHALF OF YOURSELF OR THE ENTITY THAT YOU REPRESENT), AND YOU REPRESENT AND WARRANT THAT YOU HAVE THE RIGHT, AUTHORITY, AND CAPACITY TO ENTER INTO THESE TERMS (ON BEHALF OF YOURSELF OR THE ENTITY THAT YOU REPRESENT). IF YOU DO NOT AGREE WITH ALL OF THE PROVISIONS OF THESE TERMS, YOU ARE PROHIBITED FROM ACCESSING, USING, OR TRANSACTING ON THE SITE OR PLATFORM. YOU FURTHER REPRESENT AND WARRANT THAT YOU ARE OTHERWISE LEGALLY PERMITTED TO USE THE SERVICES IN YOUR JURISDICTION AND THAT THE COMPANY IS NOT LIABLE FOR YOUR COMPLIANCE WITH SUCH APPLICABLE LAWS. PLEASE BE AWARE THAT THESE TERMS INCLUDE, AMONG OTHER THINGS, A BINDING ARBITRATION PROVISION THAT REQUIRES YOU TO SUBMIT TO BINDING AND FINAL ARBITRATION ON AN INDIVIDUAL BASIS TO RESOLVE DISPUTES, RATHER THAN JURY TRIAL OR CLASS ACTIONS.

Privacy Policy

Our Privacy Policy found here describes the ways we collect, use, store and disclose your personal information, and is hereby incorporated by this reference into these Terms. You agree to the collection, use, storage, and disclosure of your data in accordance with our Privacy Policy.

The Platform

Accessing the Platform through MetaMask

To most easily access and use the Platform, you should first install the Google Chrome or Brave web browser. Once you have installed Chrome or Brave, you will need to install a browser extension called MetaMask. MetaMask is an electronic wallet, which allows you to purchase (either directly via Coinbase if you are in the United States, or via other third party sites), store, and engage in transactions using the native Ethereum cryptocurrency, ETH. You will not be able to engage in any transactions on the Platform other than through MetaMask (or other Ethereum-compatible browsers). The Platform will only recognize you as a user, and you will only be able to interact with the Platform, if your Ethereum electronic wallet is connected and unlocked through your MetaMask account. There is no other way to sign up as a User, or to interact directly with the Platform.

Transactions Are Recorded on the Public Ethereum Blockchain

Transactions that take place on the Platform are managed and confirmed via the Ethereum blockchain. The User understands that your Ethereum public address will be made publicly visible whenever you engage in a transaction on the Platform. We neither own nor control MetaMask, Coinbase, Google Chrome, the Ethereum network, or any other third party site, product, or service that you might access, visit, or use for the purpose of enabling you to use the various features of the Platform. We will not be liable for the acts or omissions of any such third parties, nor will we be liable for any damage that you may suffer as a result of your transactions or any other interaction with any such third parties.

The Platform Is Property of Illust Creative Partners

You acknowledge and agree that we (or, as applicable, our licensors) own all legal right, title and interest in and to all elements of the Platform. The graphics, design, systems, methods, information, computer code, software, services, “look and feel”, organization, compilation of the content, code, data, and all other elements of the Platform (collectively, the “Illust Space Materials”) are owned by Illust Creative Partners, and are protected by copyright, trade dress, patent, and trademark laws, international conventions, other relevant intellectual property and proprietary rights, and applicable laws. All Illust Space Materials are the copyrighted property of Illust Creative Partners or its licensors, and all trademarks, service marks, and trade names contained in the Illust Space Materials are proprietary to Illust Creative Partners or its licensors. Except as expressly set forth herein, your use of the Platform does not grant you ownership of or any other rights with respect to any content, code, data, or other materials that you may access on or through the Platform. We reserve all rights in and to the Illust Space Materials not expressly granted to you in the Terms.

Illust Creative Partners May Use and Share All User Feedback

You may choose to submit comments, bug reports, ideas or other feedback about the Platform, including without limitation about how to improve the Platform (collectively, “Feedback”). By submitting any Feedback, you agree that we are free to use such Feedback at our discretion and without additional compensation to you, and to disclose such Feedback to third parties (whether on a non-confidential basis, or otherwise). You hereby grant us a perpetual, irrevocable, non-exclusive, worldwide license under all rights necessary for us to incorporate and use your Feedback for any purpose.

Illust Space is a Non-Custodial Service Provider

The Smart Contracts and the Site facilitate User collection of Illust Space Items, but Illust Creative Partners and its affiliates, the Site, and the Platform are not the custodians of any User-owned Illust Space Items. “Smart Contract” means a computer protocol intended to digitally facilitate, verify, or enforce the negotiation or performance of a contract. The User understands and acknowledges that while Smart Contracts may facilitate holding or custody of an Item, the Smart Contracts do not give Illust Creative Partners custody, possession, or control of any Illust Space Item or cryptocurrency at any time for the purpose of facilitating Illust Space Item transactions. You affirm that you are aware and acknowledge that Illust Creative Partners is a non-custodial service provider and has designed this Platform to be directly accessible by the Users without any involvement or actions taken by Illust Creative Partners or any third-party.

External Sites

The Platform or Site may include hyperlinks to other websites or resources (collectively, “External Sites”), which are provided solely as a convenience to our users. We have no control over any External Sites. You acknowledge and agree that we are not responsible for the availability of any External Sites, and that we do not endorse any advertising, products or other materials on or made available from any External Sites. Furthermore, you acknowledge and agree that we are not liable for any loss or damage which may be incurred as a result of the availability or unavailability of the External Sites, or as a result of any reliance placed by you upon the completeness, accuracy or existence of any advertising, products or other materials on, or made available from, any External Sites.

User Account and Security

User Agrees to Provide Accurate Registration Information

The User must provide accurate and complete registration information when you create an account for the Platform. By creating an account, you agree to provide accurate, current and complete account information about yourself, and to maintain and promptly update as necessary your account information.

User is Responsible for Account Security

You are solely responsible for the security of your account and your MetaMask wallet (and other Ethereum wallets and accounts). You agree to undertake to maintain at all times adequate security and control of all of your Account details, passwords, personal identification numbers or any other codes that you use to access the Platform or the Services. You must ensure that Account(s) registered under your name will not be used by any other person. You must notify us immediately of any breach of security, loss, theft or unauthorized use of your username, password or security information at hello@Illust.Agency.

Illust Creative Partners May Suspend Hacked Accounts

Illust Creative Partners reserves the right to terminate, suspend or restrict your access to any Account(s) if there is reasonable suspicion by us that the person logged into your Account(s) is not you or if we suspect that the Account(s) have been or will be used for any illegal, fraudulent, or unauthorized purposes. Under no circumstances shall Illust Creative Partners or indemnified persons in accordance with these Terms be responsible or liable for any direct or indirect losses (including loss of profits, business or opportunities), damages or costs suffered by you or any other person or entity due to any such termination, suspension or restriction of access to any Account(s).

User May Not Use the Platform for Illegal Activity

You agree that you are responsible for your own conduct while accessing or using the Platform, and for any consequences thereof. You agree to use the Platform only for purposes that are legal, proper and in accordance with these Terms and any applicable laws or regulations. By way of example, and not as a limitation, you may not, and may not allow any third party to: (i) send, upload, distribute or disseminate any unlawful, defamatory, harassing, abusive, fraudulent, obscene, or otherwise objectionable content; (ii) undertake any unlawful activity which would violate, or assist in violation of, any law, statute, ordinance, or regulation, sanctions program administered in any relevant country, including but not limited to the U.S. Department of Treasury’s Office of Foreign Assets Control (“OFAC”), or which would involve proceeds of any unlawful activity; (iii) distribute viruses, worms, defects, Trojan horses, corrupted files, hoaxes, or any other items of a destructive or deceptive nature; (iv) impersonate another person (via the use of an email address or otherwise); (v) upload, post, transmit or otherwise make available through the Platform any content that infringes the intellectual proprietary rights of any party; (vi) operate to defraud Illust Creative Partners, other users, or any other person or provide false, inaccurate or misleading information; (vii) use the Platform to violate the legal rights (such as rights of privacy and publicity) of others; (viii) engage in, promote, or encourage illegal activity (including, without limitation, terrorism, tax evasion or money laundering); (ix) interfere with another individual’s or entity’s access to or use of the Platform; defame, abuse, extort, harass, stalk, threaten or otherwise violate or infringe the legal rights (such as, but not limited to, rights or privacy, publicity and intellectual property) of others; incite, threaten, facilitate, promote, or encourage hate, racial intolerance or violent acts against others; harvest or otherwise collect information from the Platform about others, including without limitation email addresses, without proper consent; (x) exploit the Platform for any unauthorized commercial purpose; (xi) modify, adapt, translate, or reverse engineer any portion of the Platform; (xii) remove any copyright, trademark or other proprietary rights notices contained in or on the Platform or any part of it; (xiii) reformat or frame any portion of the Platform; (xiv) display any content on the Platform that contains any hate-related or violent content or contains any other material, products or services that violate or encourage conduct that would violate any criminal laws, any other applicable laws, or any third party rights; (xv) use any robot, spider, site search/retrieval application, or other device to retrieve or index any portion of the Platform or the content posted on the Platform, or to collect information about its users for any unauthorized purpose; (xvi) create user accounts by automated means or under false or fraudulent pretenses; or (xvii) access or use the Platform for the purpose of creating a product or service that is competitive with any of our products or services.

User Must Be Eighteen Years Old

You affirm that you are over the age of 18, as the Platform is not intended for children under 18. IF YOU ARE 13 OR OLDER BUT UNDER THE AGE OF 18, OR THE LEGAL AGE OF MAJORITY WHERE YOU RESIDE IF THAT JURISDICTION HAS AN OLDER AGE OF MAJORITY, THEN YOU AGREE TO REVIEW THESE TERMS WITH YOUR PARENT OR GUARDIAN TO MAKE SURE THAT BOTH YOU AND YOUR PARENT OR GUARDIAN UNDERSTAND AND AGREE TO THESE TERMS. YOU AGREE TO HAVE YOUR PARENT OR GUARDIAN REVIEW AND ACCEPT THESE TERMS ON YOUR BEHALF. IF YOU ARE A PARENT OR GUARDIAN AGREEING TO THE TERMS FOR THE BENEFIT OF A CHILD OVER 13, THEN YOU AGREE TO AND ACCEPT FULL RESPONSIBILITY FOR THAT CHILD’S USE OF THE PLATFORM, INCLUDING ALL FINANCIAL CHARGES AND LEGAL LIABILITY THAT HE OR SHE MAY INCUR.

Illust Space Items

All media, text, images, sound, video, and other content, regardless of format, uploaded to the Platform “Artwork”) is represented by a unique cryptographic token exclusively Minted by one of Illust Space’s approved Artists. “Mint” means to use Illust Space Smart Contracts to convert an Artwork into a non-fungible token. Minted Artwork is referred to as an “Illust Space Item” or “Item”.  Illust Space Items are forever tracked and stored on the Ethereum blockchain, providing the Collector of an Illust Space Item with a permanent record of authenticity and ownership.

Creating Illust Space Items

Only Artists invited and approved by Illust Space are able to use the Platform to Mint and sell Illust Space Items. Artwork Minted and sold on the Illust Space Marketplace includes, but is not limited to: visual works, augmented reality works, audiovisual works, animations, audio, photographs, 3D works, GIFS, and other creative digital works.

Applying to be a Illust Space Artist

Artists seeking an invitation to create and list works for sale on the Illust Space Platform must submit a request to community@illust.space. Illust Space has unilateral discretion in curating its Artist Network and makes no guarantees or promises that any Artists will be approved, even if the Artist was invited by a member of the Illust Space Team to submit the Request.

Artist Whitelisting and Minting

Approved Artists are “Whitelisted” and granted permission to Mint Illust Space Items using one or more of our Smart Contracts. To create an Illust Space Item, Approved Artists must upload an original digital Artwork, provide information about the artwork, authenticate the work, initiate a request to a token Minting Smart Contract and which will then provide the Artist with a Minted unique, cryptographic token representing a digital version of the artwork.

Artist Agrees to Mint only “Original” Artworks

By Minting a Illust Space Item, Artists expressly represent and warrant that their Artwork is an original creation. Artists are prohibited from Minting Artworks consisting of unlicensed or unauthorized copyrighted content, including any imagery, design, audio, video, human likeness, or other unoriginal content not created by the Artist, not authorized for use by the Artist, not in the public domain, or otherwise without a valid claim of fair use.

Artists Must Have Authority to Mint, Display, and Sell the Artwork

Artist expressly represents and warrants that works Minted on the Illust Space Platform contain only original artistic content otherwise authorized for use by the Artist. To the extent a Artwork contains unoriginal content, including content from Artworks by other Illust Space Artists, the Minting Artist further represents and warrants that it has permission to incorporate the unoriginal content. Artist represents and warrants that the display or performance of the Illust Space item for sale on the Platform is not a violation of any agreement, contract, or obligation owed to a third-party.

Artists May Be Removed from the Platform

Failure to abide by these Terms and/or the User Agreement may result in, without limitation, suspension or deletion of the Artist’s account, revoking the Artist’s permissions to the Illust Space Smart Contracts or Platform, delisting the Artist’s items on the Site, or paying monetary damages. Illust Space has the unilateral authority and discretion to remove, suspend, or revoke Artists’ access to the Illust Space Smart Contracts.

Artist Indemnifies and Releases Illust Space

Artist hereby agrees to indemnify Illust Space and be held liable for any claim against Illust Space arising out of the Artist’s breach of these Terms. Artist hereby releases and forever discharges Illust Space from any damages or causes of action resulting from a sale of any of the Artist’s listed Illust Space Items occurring after the Artist’s breach of these Terms.

The Illust Space Marketplace

The Illust Space Platform facilitates a peer-to-peer digital art Marketplace where Artists, Collectors, and other Users can sell, purchase, list for auction, and bid on Illust Space Items. Collectors may obtain Illust Space Items by purchasing or bidding for Items listed on the Illust Space Marketplace. Items listed for sale on the Illust Space marketplace are not offered on consignment or held in trust on behalf of any artist, collector, owner, or user.

Purchasing Illust Space Items

Illust Space Items are optionally offered for a Primary Sale at a List Price (in ETH) established by the Artist. Collectors may purchase an Illust Space Item through the Site by sending amount of ETH equivalent to the List Price to a Smart Contract configured to initiate a transfer of the Illust Space Item.

Static Auctions

A bid placed by a Collector in a Static Auction is a legally binding, revocable offer to purchase the Item at the bid price capable of immediate acceptance by the Owner of the Item. By placing a bid in a Static Auction, the Collector agrees to temporarily send and lose control over an amount of ETH equivalent to the bid price to a Smart Contract. The Smart Contract is configured to hold the ETH bid until either the bid is accepted by the Owner of the Item, a higher bid is received, or the bid is revoked. The Owner of the auctioned Item has the unilateral authority to accept the bid.

Bids for Illust Space Item Constitute Binding Offers

Collectors may obtain Illust Space Items by placing a successful bid during one of the bidding formats supported by the Illust Space Platform. By using the Site or Platform to bid on an item, the User agrees and acknowledges that a bid constitutes a legally binding offer exclusively between the Item Owner and the bidding User.

User Transactions are Executed by Smart Contracts

All transactions on the Illust Space Marketplace (the “Marketplace”), including transfers, offers, sales, or purchases of Illust Space Items are initiated at the sole discretion of the Users. To initiate a transaction on the Illust Space Marketplace, a User must voluntarily invoke one or more Smart Contract operations from an Ethereum Wallet. The Smart Contracts are configured to facilitate the execution of a voluntary User offer, an acceptance of an offer, or other confirmation to purchase, sell, Mint, or transfer an Illust Space Item. The User agrees to be bound by the outcome of any Smart Contract operation by invoking, calling, requesting, or otherwise engaging with the Smart Contract, whether or not the Smart Contract behaves as the User expects.

Illust Space is Not a Party to Marketplace Transactions

The User acknowledges and agrees that Illust Space is not a party to any agreement or transaction between any Users involving the purchase, sale, or transfer of Illust Space Items on the Platform. Illust Creative Partners reserves the right to execute Smart Contract transactions on the Illust Space Marketplace as a collector of Illust Space items.

Marketplace Conduct

The Illust Space Marketplace is a transparent and open digital art Marketplace that depends on the honest participation of all Users. Users shall review and abide by our User Agreement. Furthermore:

Users are Prohibited from Manipulating Market Prices

Users are expressly forbidden from accepting, soliciting, offering, bidding, engaging with the Smart Contracts, or otherwise transacting on or off of the Illust Space Platform with the intent to artificially devalue, inflate, or otherwise deceptively influence, misrepresent, or cause to be misrepresented the price an Illust Space Item, groups of Illust Space Items, or Illust Space Items created by particular Artists.

Users are Prohibited from Preventing Competitive Bidding

Users are expressly and generally forbidden from engaging any conduct that may prevent competitive bidding on the Illust Space Marketplace, such as but not limited to “puffing,” “chill bidding,” “shill bidding,” “sham bidding,” “sock puppet bidding,” or “wash trading.”

Users are Prohibited from Using the Marketplace to Conceal Economic Activity

Users are expressly forbidden from engaging into any transaction on the Illust Space Marketplace for the purpose of concealing economic activity not relating to Illust Space Item transactions. For example, and without limitation, Users are forbidden from using the Marketplace to launder money, conceal or transfer proceeds relating to criminal activity, or to make payments to people for consideration other than a Illust Space Item.

Users Agree to Report Suspicious Market Activity

Users agree to report suspicious market activity of other Illust Space Users. If a User suspects that one or more Illust Space Users are in violation of these Terms, the User should promptly inform the Illust Space team at hello@Illust.Agency.

Violation of the Marketplace Code of Conduct May Result in Illust Space Intervention

The User hereby agrees and acknowledges that any forbidden Marketplace conduct described herein may be a violation of federal or state law and/or these Terms, or our User Agreement. Illust Space hereby reserves the right to completely or partially restrict or revoke a User’s access to the Site for violating these Terms or the User Agreement. Illust Space reserves the right to continue or extend the time of an auction, close an auction, retract bids, and/or re-list any Items which may have been acquired or attempted to have been acquired by a User(s) in violation of these Terms. Illust Space reserves the right to amend, rectify, edit, or otherwise alter Illust Space Market transaction data to mitigate market harm caused by a User’s violation of these terms.

User Releases Illust Space from Claims Arising From Violations of the Marketplace Code of Conduct

The User irrevocably releases, acquits, and forever discharges Illust Creative Partners and its subsidiaries, affiliates, officers, and successors for and against any and all past or future causes of action, suits, or controversies arising out of another User’s violation of the Illust Space Marketplace code of conduct, these Terms, or the User Agreement.

Illust Space Marketplace Prices & Fees

Every transaction on the Illust Space Marketplace is subject to fees collected to support the Artists and the Platform. “Primary Sale” refers to the first sale of an Item from the original Artist to a Collector.  “Secondary Sales” refers to any subsequent sales of the Item from a Collector to another Collector.

For Primary Sales, Illust Space will receive a percentage of the publicly recorded price for which an Item was sold (“Sales Price”) as a commission, which will be dependent on the negotiated fee structure, lot price, creative services, and other considerations as agreed upon between Illust Space and the Artist. As Illust Space helps artists create 3D assets and augmented reality models for artist auction, Illust Space bakes all creative services into the primary sale auction commission and is different for each artist.

For Secondary Sales, Illust Space collects a “Marketplace Fee” equivalent to 5%  of the Sales Price, to be paid by the purchaser. For example, a Collector purchasing a Illust Space Item for 1.00 ETH will pay 1.05 ETH. For each Secondary Sale of an Item, the original Artist will also receive a royalty equivalent to 10% of the Sales Price (“Royalty”). The Royalty is deducted from the total Sale Price at the time of the purchase by operation of the Smart Contracts. For example, a Collector selling a Illust Space Item for 1 ETH on the Secondary Market will receive only 0.90 ETH, with the Artist of the Illust Space Item receiving the remaining 0.10 ETH as a Royalty

All fees, Royalties, and commissions, are collected and distributed at the time of the purchase of a Illust Space Item by operation of the Smart Contracts. If any fees, Royalties, or commissions are collected or distributed in cash, applicable conversion rate shall be the rate applicable at the time of purchase.

Users Agree to the Automated Collection and Disbursement of Fees by the Smart Contracts

The User agrees and understands that all fees, commissions, and royalties are transferred, processed, or initiated directly through one or more of the Smart Contracts on the Ethereum blockchain network. By transacting on the platform and by using the Smart Contracts, the User hereby acknowledges, consents to, and accepts all automated fees, commissions, and royalties for the sale of Items on the Illust Space Platform. The User hereby consents to and agrees to be bound by the Smart Contracts’ execution and distribution of the fees, commissions, and royalties. Users hereby waive any entitlement to royalties or fees paid to another by operation of the Smart Contracts.

Users Consent to Automated Royalties to Artists

The User consents to the automated collection and disbursement to Artists of royalties for Secondary Market sales of Illust Space Items. The User hereby waives any first sale defense or argument with respect to Secondary Market activities resulting in a royalty to an Illust Space Artist.

Illust Space Makes No Representations on Price

Users acknowledge and consent to the risk that the price of an Item purchased on the Illust Space marketplace may have been influenced by User activity outside of the control of Illust Creative Partners or the Illust Space Platform. Illust Space does not represent, guarantee, or warrant the accuracy or fairness of the price of any Illust Space Item sold or offered for sale on or off of the Marketplace. The User agrees and acknowledges that Illust Space is not an a fiduciary nor owes any duties to any User of the platform, including the duty to ensure fair pricing of Illust Space Items or to police User behavior on the Marketplace.

Off Market Transactions

Illust Space does not generally collect any fees, commissions, or royalties for transactions occurring outside of the Illust Space Marketplace and not involving the Illust Space Smart Contracts. To support the Illust Space Artists and the Platform, we encourage Collectors to list Items for sale on the Illust Space Marketplace, however Collectors are permitted to sell or transfer their Items on third party exchanges. The Artist and all other Users hereby waive any entitlement to royalties or fees for off market transactions. The User irrevocably releases, acquits, and forever discharges Illust Creative Partners and its subsidiaries, affiliates, officers, and successors of any liability for royalties, fines, or Fees not received by the User from any off-market transaction.

Gas

All User transactions on the Illust Space Platform, including without limitation Minting, tokenizing, bidding, listing, offering, purchasing, or confirming, are facilitated by Smart Contracts existing on the Ethereum network. The Ethereum network requires the payment of a transaction fee (a “Gas Fee”) for every transaction that occurs on the Ethereum network, and thus every transaction occurring on the Illust Space Platform. The value of the Gas Fee changes, often unpredictably, and is entirely outside of the control of Illust Creative Partners or the Illust Space Platform. The User acknowledges that under no circumstances will a contract, agreement, offer, sale, bid, or other transaction on the Platform be invalidated, revocable, retractable, or otherwise unenforceable on the basis that the Gas Fee for the given transaction was unknown, too high, or otherwise unacceptable to a User.

Taxes

Users are responsible to pay any and all sales, use, value-added and other taxes, duties, and assessments now or hereafter claimed or imposed by any governmental authority, “associated with your use of the Platform (including, without limitation, any taxes that may become payable as the result of your ownership, transfer, purchase, sale, or creation of any artworks).

Ownership

All works Minted on the Platform are subject to the  the terms set forth below. All Users who receive an Illust Space Item acknowledge and agree to accept or purchase the Item subject to the conditions below.

Ownership of a Illust Space Item

Owning an Illust Space Item is similar to owning a piece of physical art. You own a cryptographic token representing the Artist’s creative Artwork as a piece of property, but you do not own the creative Artwork itself. Collectors may show off their ownership of collected Illust Space Items by displaying and sharing the underlying Artwork, but Collectors do not have any legal ownership, right, or title to any copyrights, trademarks, or other intellectual property rights to the underlying Artwork, excepting the limited license granted by these Terms to underlying Artwork. The Artist reserves all exclusive copyrights to Artworks underlying Illust Space Items Minted by the Artist on the Platform, including but not limited to the right to reproduce, to prepare derivative works, to display, to perform, and to distribute the Artworks.

The Collector’s Limited License to a Minted Artwork

Owning a Illust Space Item is also different than owning a piece of physical art. Art on the Illust Space Platform is digital, meaning that it is inherently easier to share, display, replicate, and distribute around cyberspace. Our User Agreement encourage Collectors to show off, promote, and share their collected Items, but the Collectors may not infringe on any of the exclusive rights of the copyright holder (i.e., the Artist). Collectors receive a limited, perpetual, irrevocable, worldwide, non-assignable (except in the case of Secondary Sales), non-sublicensable, royalty-free license to display the Artwork underlying Illust Space Items legally owned and properly obtained by the Collector.

Collectors May Display the Artwork

The Collector’s limited license to display the Artwork, or perform the Artwork in the case of audiovisual works, includes, but is not limited to, the right to display or perform the Artwork privately or publicly: (i) for the purpose of promoting or sharing the Collector’s purchase, ownership, or interest in the Artwork, for example, on social media platforms, blogs, digital galleries, or other Internet-based media platforms; (ii) for the purpose of sharing, promoting, discussing, or commenting on the Artwork; (iii) on third party Marketplaces, exchanges, Platforms, or applications in association with an offer to sell, or trade, the Token associated with Artwork; and (iv) within decentralized virtual environments, virtual worlds, virtual galleries, virtual museums, or other navigable and perceivable virtual environments, including simultaneous display of multiple copies of the Artwork within one or more virtual environments.

Collectors Shall Not Make Commercial Use of Artwork

Collectors have the right to sell, trade, transfer, or use their Illust Space Items, but Collectors may not make “commercial use” of the underlying Artwork including, for example, by selling copies of Artwork, selling access to the Artwork, selling derivative works embodying the Artwork, or otherwise commercially exploiting the Artwork.

Other Restrictions on the Collector’s Limited License

The Collector agrees that it may not, nor permit any third party, to do or attempt to do any of the foregoing without the Artist’s express prior written consent in each case: (i) modify, distort, mutilate, or perform any other modification to the Artwork which would be prejudicial to the Artist’s honor or reputation; (ii) use the Artwork in connection with images, videos, or other forms of media that depict hatred, intolerance, violence, cruelty, or anything else that could reasonably be found to constitute hate speech or otherwise infringe upon the rights of others; (iii) incorporate the Artwork in movies, videos, video games, or any other forms of media for a commercial purpose, except to the limited extent that such use is expressly permitted by these Terms or solely for your Collector’s personal, non-commercial use; (iv) sell (except for Secondary Sales conducted in accordance with these Terms), distribute for commercial gain, or otherwise commercialize merchandise that includes, contains, or consists of the Artwork; (v) attempt to trademark, copyright, or otherwise acquire additional intellectual property rights in or to the Artwork; (vi) attempt to Mint, tokenize, or create an additional cryptographic token representing the same Artwork, whether on or off of the Illust Space Platform; (vii) falsify, misrepresent, or conceal the authorship of the Artwork or the Illust Space Item; or (viii) otherwise utilize the Artwork for the Collector’s or any third party’s commercial benefit.

The Limited License Belongs Only to the Current Owner of an Illust Space Item

The User agrees and acknowledges that the lawful ownership, possession, and title to a Illust Space Item is a necessary and sufficient condition precedent to receive the limited license rights to the underlying Artwork provided by these Terms. Any subsequent transfer of ownership, dispossession, burning (i.e. making an asset permanently inaccessible), or other relinquishment of a Illust Space Item will immediately terminate the former Owner’s rights and interest in the license or Illust Space Item as provided by these Terms.

The Artist’s Rights and Restrictions

The Artist owns all legal right, title, and interest in all intellectual property rights to creative Artworks underlying Illust Space Items Minted by the Artist on the Platform, including but not limited to copyrights and trademarks. As the copyright owner, the Artist enjoys several exclusive rights to the Artwork, including the right to reproduce, the right to prepare derivative works, the right to distribute, and the right to display or perform the Art. Subject to, and in accordance with these Terms, the Artist hereby acknowledges, understands, and agrees that Minting an Artwork on the Platform constitutes an express and affirmative grant of the limited license rights to the Artwork to all subsequent Owners of the Illust Space Item, as provided herein.

Artist Agrees Not to Mint Multiple Tokens for the Same Artwork

Illust Space Items are unique, meaning that there should only ever be one digital token for a given Artwork of Art. Artist hereby acknowledges, understands, and agrees that Minting a Artwork on the Platform constitutes an express representation, warranty, and covenant that the Artist has not, will not, and will not cause another to Mint, tokenize, or create another cryptographic token representing a digital collectible for the same Artwork, excepting, without limitation, the Artist’s ability to Mint, tokenize, or create a cryptographic token or other digital asset representing a legal, economic, or other interest relating to any of the exclusive rights belonging to the Artist under copyright law.

Artist Grants Illust Space a License to All Minted Artworks

The Artist hereby acknowledges, understands, and agrees that Minting a Artwork on the Platform constitutes an express and affirmative grant to Illust Creative Partners, its affiliates and successors a non-exclusive, world-wide, assignable, sublicensable, perpetual, and royalty-free license to make copies of, display, perform, reproduce, and distribute the Artwork on any media whether now known or later discovered for the purpose of operating, promoting, sharing, developing, marketing, and advertising the Platform, the Site, the Marketplace, or any other purpose related to the Illust Space Platform or business, including without limitation, the express right to: (i) display or perform the Artwork on the Site, a third party platform, social media posts, blogs, editorials, advertising, market reports, virtual galleries, museums, virtual environments, editorials, or to the public; (ii) create and distribute digital or physical derivative works based on the Artwork, including without limitation, compilations, collective works, and anthologies; (iii) indexing the Artwork in electronic databases, indexes, catalogues, the Smart Contracts, or ledgers; and (iv) hosting, storing, distributing, and reproducing one or more copies of the Artwork within a distributed file keeping system, node cluster, or other database (e.g., IPFS) or causing, directing, or soliciting others to do so.

User Releases Illust Space from Copyright Claims

The Artist and all Users irrevocably release, acquit, and forever discharge Illust Creative Partners and its subsidiaries, affiliates, officers, and successors of any liability for direct or indirect copyright or trademark infringement for Illust Creative Partners’s use of a Artwork in accordance with these Terms, including without limitation, Illust Creative Partners’s solicitation, encouragement, or request for Users or third parties to host the Artwork for the purpose of operating a distributed database and Illust Creative Partners’s deployment or distribution of a reward, a token, or other digital asset to Users or third parties for hosting Artworks on a distributed database.

Copyright Complaints and the DMCA

Illust Creative Partners respects the intellectual property rights of others. It is our policy to respond promptly any claim that Content posted on the Site infringes the copyright or other intellectual property rights (“Infringement”) of any person. Illust Creative Partners will use reasonable efforts to investigate notices of alleged Infringement and will take appropriate action under applicable intellectual property laws and these Terms where it believes an Infringement has taken place, including removing or disabling access to the Content claimed to be infringing and/or terminating accounts and access to the Site.

If you have any questions about copyright infringement or the notification and counter-notification process under the Digital Millennium Copyright Act (the “DMCA”), we recommend that you speak with an attorney.

Illust Creative Partners Has the Right to Remove Allegedly Infringing Content

Illust Creative Partners has registered an agent with the United States Copyright Office in accordance with the terms of the DMCA and avails itself of the protections under the DMCA. Illust Creative Partners reserves the right to remove any Content that allegedly infringes another person’s copyright. In appropriate circumstances, Illust Creative Partners will terminate the accounts of users who infringe copyright.

Notifying Illust Creative Partners of Infringement

To notify Illust Creative Partners of a possible infringement you must submit your notice in writing to the attention of “Copyright Infringement” care of hello@Illust.Agency and include in your notice a detailed description of the alleged infringement sufficient to enable Illust Creative Partners to make a reasonable determination. Please note that you may be held accountable for damages (including costs and attorneys’ fees) for misrepresenting that any Content is infringing your copyright.

The written notice should contain the following information:

(i) Your name, address, telephone number, and email address (if any); (ii) description of the copyrighted work that you claim has been infringed; (iii) description of where on the Website the material that you claim is infringing may be found, sufficient for Illust Creative Partners to locate the material (e.g., the URL); (iv) a statement that you have a good faith belief that the use of the copyrighted work is not authorized by the copyright Illust Creative Partners, its agent, or the law and is not a fair use; (v) a statement by you UNDER PENALTY OF PERJURY that the information in your notice is accurate and that you are the copyright owner or authorized to act on the copyright owner’s behalf; and (vi) Your electronic or physical signature.

Responding to an Infringement Notice

If we remove or disable access to Content in response to a notice of Infringement, we will make reasonable attempts to contact the User who posted the affected Content. If you feel that your Content is not infringing, you may provide Illust Creative Partners with a counter notice in writing to the attention of “Copyright Infringement Counter Notification” at hello@Illust.Agency. You must include in your counter notice sufficient information to enable Illust Creative Partners to make a reasonable determination. Please note that you may be held accountable for damages (including costs and attorneys’ fees) if you materially misrepresent that your Content is not infringing the copyrights of others.

If you believe that your material has been removed by mistake or misidentification, please provide Illust Creative Partners with a written counter-notification containing the following information:

(i) your name, address, telephone number, and email address (if any); (ii) a description of the material that was removed and the location on the Website (e.g., the URL) where it previously appeared; (iii) a statement UNDER PENALTY OF PERJURY that you have a good faith belief that the material was removed or disabled as a result of mistake or misidentification; (iii) statement that you consent to the jurisdiction of the Federal District Court for the judicial district in which your address is located, or if your address is outside of the United States, any jurisdiction in which you may be properly served, and that you will accept service of process from the person who filed the original DMCA notice or an agent of that person; and (iv) your electronic or physical signature.

Disclaimers and Limitations on Our Liability

TO THE EXTENT PERMITTED BY APPLICABLE LAW, ILLUST CREATIVE PARTNERS AND ITS OFFICERS, EMPLOYEES, DIRECTORS, SHAREHOLDERS, PARENTS, SUBSIDIARIES, AFFILIATES, AGENTS, AND LICENSORS DISCLAIM ALL WARRANTIES, CONDITIONS, AND REPRESENTATIONS OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING THOSE RELATED TO MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, AND THOSE ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE.

Illust Creative Partners Makes No Representations or Warranties

TO THE EXTENT PERMITTED BY APPLICABLE LAW, ILLUST CREATIVE PARTNERS AND ITS AFFILIATES MAKE NO REPRESENTATIONS OR WARRANTIES ABOUT THE ACCURACY OR COMPLETENESS OF CONTENT AVAILABLE ON OR THROUGH THE SITE OR ABOUT PRODUCTS, OR THE CONTENT OF ANY THIRD-PARTY WEBSITES OR SERVICES LINKED TO OR INTEGRATED WITH OUR SITE. ILLUST CREATIVE PARTNERS AND ITS AFFILIATES WILL HAVE NO LIABILITY FOR ANY: (A) ERRORS, MISTAKES, OR INACCURACIES OF CONTENT; (B) PERSONAL INJURY OR PROPERTY DAMAGE RESULTING FROM YOUR ACCESS TO OR USE OF THE SITE OR CONSUMPTION OF ANY PRODUCTS; (C) ANY UNAUTHORIZED ACCESS TO OR USE OF OUR SERVERS OR OF ANY PERSONAL INFORMATION OR USER DATA; (D) ANY INTERRUPTION OF TRANSMISSION TO OR FROM THE SITE; (E) ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE WHICH MAY BE TRANSMITTED ON OR THROUGH THE SITE OR SERVICES BY ANY THIRD PARTY; OR (F) ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF THE USE OF ANY CONTENT POSTED OR SHARED THROUGH THE SITE OR SERVICES.

TO THE EXTENT PERMITTED BY LAW, OUR COMPANY AND ITS AFFILIATES WILL NOT BE RESPONSIBLE FOR LOST PROFITS, REVENUES, OR DATA, FINANCIAL LOSSES OR INDIRECT, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES.

CRYPTOGRAPHIC TOKENS ARE INTANGIBLE DIGITAL ASSETS. THEY EXIST ONLY BY VIRTUE OF THE OWNERSHIP RECORD MAINTAINED IN THE ETHEREUM NETWORK. ANY TRANSFER OF TITLE THAT MIGHT OCCUR IN ANY UNIQUE DIGITAL ASSET OCCURS ON THE DECENTRALIZED LEDGER WITHIN THE ETHEREUM PLATFORM. WE DO NOT GUARANTEE THAT ILLUST CREATIVE PARTNERS OR ITS AFFILIATES CAN EFFECT THE TRANSFER OF TITLE OR RIGHT IN ANY CRYPTOGRAPHIC TOKEN.

 

Limitation on Liability

TO THE EXTENT PERMITTED BY LAW, THE TOTAL LIABILITY OF OUR COMPANY AND ITS AFFILIATES, FOR ANY CLAIMS UNDER THESE TERMS, INCLUDING FOR ANY IMPLIED WARRANTIES, IS LIMITED TO THE TOTAL AMOUNT YOU PAID TO US IN FEES OVER THE PAST SIX (6) MONTHS.

Some jurisdictions do not allow the exclusion of certain warranties and limitations of liability provided in this Section. If you are in such a jurisdiction, some of the above limitations and disclaimers may not apply to you. To the extent we may not, as a matter of applicable law, disclaim any implied warranty or limit our liabilities, the scope and duration of such warranty and the extent of our liability will be the minimum permitted by applicable law.

Assumption of the Risk

User Acknowledges the Risk of Cryptocurrency and Smart Contracts

YOU FURTHER REPRESENT AND WARRANT THAT YOU UNDERSTAND AND ARE WILLING TO ACCEPT THE RISKS ASSOCIATED WITH CRYPTOGRAPHIC SYSTEMS SUCH AS THE SMART CONTRACTS, THE ETHEREUM BLOCKCHAIN, NON-FUNGIBLE TOKENS, AND THE INTERPLANETARY FILE SYSTEM.

WE WILL NOT BE RESPONSIBLE OR LIABLE TO YOU FOR ANY LOSSES YOU INCUR AS THE RESULT OF YOUR USE OF THE ETHEREUM NETWORK OR THE METAMASK ELECTRONIC WALLET, INCLUDING BUT NOT LIMITED TO ANY LOSSES, DAMAGES OR CLAIMS ARISING FROM: (A) USER ERROR, SUCH AS FORGOTTEN PASSWORDS OR INCORRECTLY CONSTRUED SMART CONTRACTS OR OTHER TRANSACTIONS; (B) SERVER FAILURE OR DATA LOSS; (C) CORRUPTED WALLET FILES; (D) UNAUTHORIZED ACCESS OR ACTIVITIES BY THIRD PARTIES, INCLUDING BUT NOT LIMITED TO THE USE OF VIRUSES, PHISHING, BRUTEFORCING OR OTHER MEANS OF ATTACK AGAINST THE PLATFORM, ETHEREUM NETWORK, THE METAMASK ELECTRONIC WALLET OR ETHEREUM-COMPATIBLE BROWSER OR WALLET.

Illust Creative Partners is Not Responsible for Technical Errors on the Ethereum Blockchain

ILLUST CREATIVE PARTNERS IS NOT RESPONSIBLE FOR LOSSES DUE TO BLOCKCHAINS OR ANY OTHER FEATURES OF THE ETHEREUM NETWORK OR THE METAMASK ELECTRONIC WALLET OR ANY ETHEREUM-COMPATIBLE BROWSER OR WALLET, INCLUDING BUT NOT LIMITED TO LATE REPORT BY DEVELOPERS OR REPRESENTATIVES (OR NO REPORT AT ALL) OF ANY ISSUES WITH THE BLOCKCHAIN SUPPORTING THE ETHEREUM NETWORK, INCLUDING FORKS, TECHNICAL NODE ISSUES, OR ANY OTHER ISSUES HAVING FUND LOSSES AS A RESULT.

Upgrades by Ethereum to the Ethereum platform, a hard fork in the Ethereum platform, or a change in how transactions are confirmed on the Ethereum platform may have unintended, adverse effects on all blockchains using the ERC-20 or ERC-721 standards, including the Illust Space ecosystem.

The User Acknowledges the Risks of the Platform

You acknowledge that the Platform is subject to flaws and acknowledge that you are solely responsible for evaluating any code provided by the Platform. This warning and others provided in this Agreement by Illust Creative Partners in no way evidence or represent an ongoing duty to alert you to all of the potential risks of utilizing or accessing the Platform. The Platform may experience sophisticated cyber-attacks, unexpected surges in activity or other operational or technical difficulties that may cause interruptions to or delays on the Platform. You agree to accept the risk of the Platform failure resulting from unanticipated or heightened technical difficulties, including those resulting from sophisticated attacks, and you agree not to hold us accountable for any related losses. We will not bear any liability, whatsoever, for any damage or interruptions caused by any viruses that may affect your computer or other equipment, or any phishing, spoofing or other attack.

Illust Creative Partners Does Not Guarantee the Value of Illust Space Items

Blockchain assets are price volatile. Fluctuations in the price of other digital assets could materially and adversely affect the value of your Illust Space Items, which may also be subject to significant price volatility. We cannot guarantee that any purchasers of Illust Space Items will not lose money. You also acknowledge that the cost of transacting on such technologies is variable and may increase at any time causing impact to any activities taking place on the Ethereum blockchain. A lack of use or public interest in the creation and development of distributed ecosystems could negatively impact the development of the Illust Space ecosystem, and therefore the potential utility or value of Illust Space Items. The Platform, ETH and digital assets could be impacted by one or more regulatory inquiries or regulatory action, which could impede or limit the ability of Illust Creative Partners to continue to develop, or which could impede or limit your ability to access or use the Platform or Ethereum blockchain, including access to your digital assets or other funds, and new regulations or policies may materially adversely affect the development of the Illust Space ecosystem, and therefore the potential utility or value of Illust Space.

User Acknowledges Financial Risk of Digital Assets

Use of the Platform, including the creating, buying or selling trading digital assets, may carry financial risk. digital assets are, by their nature, highly experimental, risky, volatile and transactions carried through the Platform are irreversible, final and there are no refunds. You acknowledge and agree that you will access and use the Platform at your own risk. The risk of loss in trading digital assets can be substantial. You should, therefore, carefully consider whether such creating, buying or selling digital assets is suitable for you in light of your circumstances and financial resources. By using the Platform, you represent that you have been, are and will be solely responsible for making your own independent appraisal and investigations into the risks of a given transaction and the underlying digital assets. You represent that you have sufficient knowledge, market sophistication, professional advice and experience to make your own evaluation of the merits and risks of any transaction conducted via the Platform or any underlying digital asset. You accept all consequences of using the Platform, including the risk that you may lose access to your digital assets indefinitely. All transaction decisions are made solely by you. Notwithstanding anything in this Agreement, we accept no responsibility whatsoever for and will in no circumstances be liable to you in connection with use of the Platform for performing digital asset transactions. Under no circumstances will the operation of all or any portion of the Platform be deemed to create a relationship that includes the provision or tendering of investment advice.

Arbitration Agreement & Waiver of Certain Rights, Including Class Actions

PLEASE READ THIS SECTION CAREFULLY BECAUSE IT LIMITS CERTAIN RIGHTS, INCLUDING THE RIGHT TO MAINTAIN A COURT ACTION, THE RIGHT TO A JURY TRIAL, THE RIGHT TO PARTICIPATE IN ANY FORM OF CLASS OR REPRESENTATIVE CLAIM, THE RIGHT TO ENGAGE IN DISCOVERY EXCEPT AS PROVIDED IN AAA (AMERICAN ARBITRATION ASSOCIATION) RULES, AND THE RIGHT TO CERTAIN REMEDIES AND FORMS OF RELIEF. OTHER RIGHTS THAT YOU OR ILLUST CREATIVE PARTNERS WOULD HAVE IN COURT ALSO MAY NOT BE AVAILABLE IN ARBITRATION.

You Agree to Waive a Jury Trial

YOU AGREE TO RESOLVE ANY DISPUTES BETWEEN US THROUGH BINDING AND FINAL ARBITRATION INSTEAD OF THROUGH COURT PROCEEDINGS. YOU WAIVE YOUR RIGHT TO ANY JURY TRIAL OF ANY CLAIM. All controversies, claims, counterclaims, or other disputes arising between you and Illust Creative Partners relating to these Terms, our Site, Illust Space Item, or any Orders shall be submitted for binding arbitration under the Rules of the American Arbitration Association (“AAA Rules”). The arbitration will be heard and determined by a single arbitrator. The arbitrator’s decision will be final and binding upon the parties and may be enforced in any court of competent jurisdiction. The parties agree that the arbitration will be kept confidential and that the existence of the proceeding and any element of it (including, without limitation, any pleadings, briefs or other documents submitted or exchanged and any testimony or other oral submissions and awards) will not be disclosed beyond the arbitration proceedings, except as may lawfully be required in judicial proceedings relating to the arbitration or by applicable disclosure rules and regulations of securities, regulatory authorities, or other governmental agencies.

This arbitration agreement does not preclude you or Illust Creative Partners from seeking action by federal, state, or local government agencies. You and Illust Creative Partners may also bring qualifying claims in small claims court. In addition, you and Illust Creative Partners retain the right to apply to any court of competent jurisdiction for provisional relief, including pre-arbitral attachments or preliminary injunctions, and any such request shall not be deemed incompatible with these Terms, nor a waiver of the right to have disputes submitted to arbitration as provided in these Terms.

Arbitration Costs

If you demonstrate that the costs of arbitration will be prohibitive as compared to the costs of litigation, Illust Creative Partners will pay as much of the administrative costs and arbitrator fees required for the arbitration as the arbitrator deems necessary to prevent the cost of the arbitration from being prohibitive. In the final award, the arbitrator may apportion the costs of arbitration and the compensation of the arbitrator among the parties in such amounts as the arbitrator deems appropriate.

Class Action Waiver

YOU MAY NOT ACT AS A CLASS REPRESENTATIVE OR PRIVATE ATTORNEY GENERAL, NOR PARTICIPATE AS A CLASS MEMBER OF ANY CLASS CLAIMANTS WITH RESPECT TO ANY CLAIM. CLAIMS MAY NOT BE ARBITRATED ON A CLASS OR REPRESENTATIVE BASIS. You may only bring individual claims, and the arbitrator may only decide individual claims. The arbitrator may not consolidate or join the claims of other persons or parties who may be similarly situated.

Miscellaneous Terms

These Terms May Change

These Terms may be discretionarily modified or replaced at any time, unless stated otherwise herein. The most current version of this Agreement will be posted on the Site with the “Last Revised” date at the top of the Agreement changed. Any changes or modifications will be effective immediately upon posting the revisions to the Site. You shall be responsible for reviewing and becoming familiar with any such modifications. You waive any right you may have to receive specific notice of such changes or modifications. Use of the Platform by you after any modification to the Agreement constitutes your acceptance of the Agreement as modified. If you do not agree to the Agreement in effect when you access or use the Platform, you Platform. We may, at any time and without liability or prior notice, modify or discontinue all or part of the Platform (including access to the Platform via any third-party links).

The Smart Contracts May Change

The User acknowledges that Illust Creative Partners may modify, change, amend, or replace one or more of the Smart Contracts from time to time. The User agrees that a modification to one or more of the Smart Contracts does not alter any right or obligation conferred by these Terms.

Confidentiality of Certain Communications

Users may voluntarily contact Illust Space to report serious misuses of the Illust Space Platform including, for example, suspicious market activity, hate speech, or other serious violations of these Terms. User agrees to keep confidential all private correspondence with any members of the Illust Space Team pertaining to another member’s alleged violation of these Terms or other inquiries about Illust Space’s policies.

Indemnification

You agree to indemnify and hold harmless our company and its affiliates from and against any and all claims, costs, proceedings, demands, losses, damages, and expenses (including, without limitation, reasonable attorney’s fees and legal costs) of any kind or nature, arising from or relating to, any actual or alleged breach of these Terms by you, a co-conspirator, or anyone using your account. If we assume the defense of such a matter, you will reasonably cooperate with us in such defense.

Severability

If any provision of these Terms is found to be unlawful or unenforceable, then that provision will be deemed severable from these Terms and will not affect the enforceability of any other provisions.

Suspension or Cancellation

 You will not receive any refunds if you cancel your account. You agree that we, in our sole discretion and for any or no reason, may suspend and/or terminate your account(s) for the Platform. You agree that any suspension or termination of your access to the Platform may be without prior notice, and that we will not be liable to you or to any third party for any such suspension or cancellation. You may no longer have access to information that you have posted on the Platform or that is related to your account, and you acknowledge that we will have no obligation to maintain any such information in our databases or to forward any such information to you or to any third party.

No Assignment of the Terms

Neither party may assign or transfer any rights or obligations under this Agreement without the prior written consent of the other party, provided that Illust Creative Partners may assign this Agreement without your prior consent to any of Illust Creative Partners’s affiliates, or to its successors in interest of any business associated with the services provided by Illust Creative Partners. This Agreement shall be binding upon the permitted assigns or transferees of each party.

Governing Law and Jurisdiction

These Terms will be governed by and construed under the laws of the State of California, without giving effect to any conflict of laws rules or provisions. You agree that any action of whatever nature arising from or relating to these Terms, the Site, or our Products will be filed only in the state or federal courts in Los Angeles, California. You consent and submit to the personal jurisdiction of such courts for any such action. The failure by us to enforce any right or provision of these Terms will not prevent us from enforcing such right or provision in the future. We may assign our rights and obligations under these Terms, including in connection with a merger, acquisition, sale of assets or equity, or by operation of law.