These Terms Set Forth a Legally Binding Agreement
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 IllustSpace Community Guidelines, 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.
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 “IllustSpace 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 IllustSpace Materials are the copyrighted property of Illust Creative Partners or its licensors, and all trademarks, service marks, and trade names contained in the IllustSpace 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 IllustSpace 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.
IllustSpace is a Non-Custodial Service Provider
The Smart Contracts and the Site facilitate User collection of IllustSpace Items, but Illust Creative Partners and its affiliates, the Platform, and the Smart Contracts are not the custodians of any User-owned IllustSpace Items. The User understands and acknowledges that the Smart Contracts do not give Illust Creative Partners custody, possession, or control of any IllustSpace Item or cryptocurrency at any time for the purpose of facilitating IllustSpace 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.
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.
All Artwork (“Art”, “Work(s)”, “Artwork(s)”, or “Creation(s)”) on the IllustSpace Platform is represented by a unique cryptographic token exclusively Minted by one of IllustSpace’s approved Artists. Each IllustSpace Item (“Item(s)”, “Token(s)”, “Non-fungible token(s)”, or “NFT(s)”) is Minted by an Artist using the IllustSpace Smart Contracts based on an Artist’s original Artwork. IllustSpace Items are forever tracked and stored on the Ethereum blockchain, providing the Collector of a IllustSpace Item with a permanent record of authenticity and ownership.
Creating IllustSpace Items
Only Artists invited and approved by IllustSpace are able to use the Platform to “Mint” and sell IllustSpace Items. Artwork Minted and sold on the IllustSpace 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 IllustSpace Artist
Artists seeking an invitation to create and list works for sale on the IllustSpace Platform must submit a Request to firstname.lastname@example.org. IllustSpace 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 IllustSpace Team to submit the Request.
Artist Whitelisting and Minting
Approved Artists are “Whitelisted” and granted permission to Mint IllustSpace Items using one or more of our Smart Contracts. To create an IllustSpace 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” Works
By Minting a IllustSpace Item, Artists expressly represent and warrant that their Work is an original creation. Artists are prohibited from Minting Works 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 Work
Artist expressly represents and warrants that works Minted on the IllustSpace Platform contain only original artistic content otherwise authorized for use by the Artist. To the extent a Work contains unoriginal content, including content from Works by other IllustSpace 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 IllustSpace 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 Community Guidelines may result in, without limitation, suspension or deletion of the Artist’s account, revoking the Artist’s permissions to the IllustSpace Smart Contracts or Platform, delisting the Artist’s items on the Site, or paying monetary damages. IllustSpace has the unilateral authority and discretion to remove, suspend, or revoke Artists’ access to the IllustSpace Smart Contracts.
Artist Indemnifies and Releases IllustSpace
Artist hereby agrees to indemnify IllustSpace and be held liable for any claim against IllustSpace arising out of the Artist’s breach of these Terms. Artist hereby releases and forever discharges IllustSpace from any damages or causes of action resulting from a sale of any of the Artist’s listed IllustSpace Items occurring after the Artist’s breach of these Terms.
The IllustSpace Marketplace
The IllustSpace Platform facilitates a peer-to-peer digital art Marketplace where Artists, Collectors, and other Users can sell, purchase, list for auction, and bid on IllustSpace Items. Collectors may obtain IllustSpace Items by purchasing or bidding for Items listed on the IllustSpace Marketplace. Items listed for sale on the IllustSpace marketplace are not offered on consignment or held in trust on behalf of any artist, collector, owner, or user.
Purchasing IllustSpace Items
IllustSpace Items are optionally offered for a Primary Sale at a List Price (in ETH) established by the Artist. Collectors may purchase a IllustSpace 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 IllustSpace Item.
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 IllustSpace Item Constitute Binding Offers
Collectors may obtain IllustSpace Items by placing a successful bid during one of the bidding formats supported by the IllustSpace 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 IllustSpace Marketplace (the “Marketplace”), including transfers, offers, sales, or purchases of IllustSpace Items are initiated at the sole discretion of the Users. To initiate a transaction on the IllustSpace 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 a IllustSpace 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.
IllustSpace is Not a Party to Marketplace Transactions
The User acknowledges and agrees that IllustSpace is not a party to any agreement or transaction between any Users involving the purchase, sale, or transfer of IllustSpace Items on the Platform. Illust Creative Partners reserves the right to execute Smart Contract transactions on the IllustSpace Marketplace as a collector of IllustSpace items.
The IllustSpace Marketplace is a transparent and open digital art Marketplace that depends on the honest participation of all Users.
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 IllustSpace Platform with the intent to artificially devalue, inflate, or otherwise deceptively influence, misrepresent, or cause to be misrepresented the price a IllustSpace Item, groups of IllustSpace Items, or IllustSpace 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 IllustSpace 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 IllustSpace Marketplace for the purpose of concealing economic activity not relating to IllustSpace 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 IllustSpace Item.
Users Agree to Report Suspicious Market Activity
Users agree to report suspicious market activity of other IllustSpace Users. If a User suspects that one or more IllustSpace Users are in violation of these Terms, the User should promptly inform the IllustSpace team at hello@Illust.Agency.
Violation of the Marketplace Code of Conduct May Result in IllustSpace 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. IllustSpace hereby reserves the right to completely or partially restrict or revoke a User’s access to the Site for violating these Terms. IllustSpace 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. IllustSpace reserves the right to amend, rectify, edit, or otherwise alter IllustSpace Market transaction data to mitigate market harm caused by a User’s violation of these terms.
User Releases IllustSpace 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 IllustSpace Marketplace code of conduct.
IllustSpace Marketplace Prices & Fees
Every transaction on the IllustSpace Marketplace is subject to Fees collected to support the Artists and the IllustSpace Platform. IllustSpace collects a 5% Marketplace Fee in addition to the Sales Price for every Sale of a IllustSpace Item on the Marketplace. For example, a Collector purchasing a IllustSpace Item for 1.00 ETH will pay 1.05 ETH
The amount of Fees for the sale of a IllustSpace Item also depends on whether the transaction involves the IllustSpace Item’s first sale (“Primary Sale”) or a subsequent sale in the secondary market (“Secondary Market Sale”). All Fees are collected and distributed at the time of the purchase of a IllustSpace Item by operation of the Smart Contracts.
As IllustSpace helps artists create 3D assets and augmented reality models for artist auction, IllustSpace bakes all creative services into the primary sale auction commission and is different for each artist.
- The Artist receives 50%-85% of the total Sale Price for Primary Sales depending on the negotiated fee structure, lot price, and creative services.
- IllustSpace collects 15%-50% of the total Sale Price as a commission depending on the negotiated fee structure, lot price, and creative services.
Secondary Market Sale
- Artists receive a 10% Royalty based on the total Sale Price for Secondary Market Sales paid by the Collector who sells the IllustSpace Item based on the total Sale Price for Secondary Market Sales paid by the Collector who sells the IllustSpace Item.
- 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 IllustSpace Item for 1 ETH on the Secondary Market will receive only 0.90 ETH, with the Artist of the IllustSpace Item receiving the remaining 0.10 ETH as a Royalty.
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 IllustSpace 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 IllustSpace Items. The User hereby waives any first sale defense or argument with respect to Secondary Market activities resulting in a royalty to an IllustSpace Artist.
IllustSpace Makes No Representations on Price
Users acknowledge and consent to the risk that the price of an Item purchased on the IllustSpace marketplace may have been influenced by User activity outside of the control of Illust Creative Partners or the IllustSpace Platform. IllustSpace does not represent, guarantee, or warrant the accuracy or fairness of the price of any IllustSpace Item sold or offered for sale on or off of the Marketplace. The User agrees and acknowledges that IllustSpace is not an a fiduciary nor owes any duties to any User of the platform, including the duty to ensure fair pricing of IllustSpace Items or to police User behavior on the Marketplace.
Off Market Transactions
IllustSpace does not generally collect any fees, commissions, or royalties for transactions occurring outside of the IllustSpace Marketplace and not involving the IllustSpace Smart Contracts. To support the IllustSpace Artists and the Platform, we encourage Collectors to list Items for sale on the IllustSpace 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.
All User transactions on the IllustSpace 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 IllustSpace Platform. The value of the Gas Fee changes, often unpredictably, and is entirely outside of the control of Illust Creative Partners or the IllustSpace 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.
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).
All works Minted on the Platform are subject to the IllustSpace License, the terms of which are described below. All Users who receive a IllustSpace Item acknowledge and agree to accept or purchase the Item subject to the conditions of the License.
Ownership of a IllustSpace Item
Owning a IllustSpace Item is similar to owning a piece of physical art. You own a cryptographic token representing the Artist’s creative Work as a piece of property, but you do not own the creative Work itself. Collectors may show off their ownership of collected IllustSpace 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 IllustSpace 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 IllustSpace Item is also different than owning a piece of physical art. Art on the IllustSpace Platform is digital, meaning that it is inherently easier to share, display, replicate, and distribute around cyberspace. Our Community Guidelines 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, worldwide, non-assignable, non-sublicensable, royalty-free license to display the Artwork underlying IllustSpace Items legally owned and properly obtained by the Collector.
Collectors May Display the Artwork
The Collector’s limited license to display the Work, or perform the Work in the case of audiovisual works, includes, but is not limited to, the right to display or perform the Work privately or publicly: (i) for the purpose of promoting or sharing the Collector’s purchase, ownership, or interest in the Work, 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 Work; (iii) on third party Marketplaces, exchanges, Platforms, or applications in association with an offer to sell, or trade, the Token associated with Work; 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 Work 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 IllustSpace Items, but Collectors may not make “commercial use” of the underlying Work including, for example, by selling copies of Work, selling access to the Work, selling derivative works embodying the Work, or otherwise commercially exploiting the Work.
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 Work which would be prejudicial to the Artist’s honor or reputation; (ii) use the Work 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 Work 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, distribute for commercial gain, or otherwise commercialize merchandise that includes, contains, or consists of the Work; (v) attempt to trademark, copyright, or otherwise acquire additional intellectual property rights in or to the Work; (vi) attempt to Mint, tokenize, or create an additional cryptographic token representing the same Work, whether on or off of the IllustSpace Platform; (vii) falsify, misrepresent, or conceal the authorship of the Work or the IllustSpace Item; or (viii) otherwise utilize the Work for the Collector’s or any third party’s commercial benefit.
The Limited License Belongs Only to the Current Owner of a IllustSpace Item
The User agrees and acknowledges that the lawful ownership, possession, and title to a IllustSpace Item is a necessary and sufficient condition precedent to receive the limited license rights to the underlying Work provided by these Terms. Any subsequent transfer, dispossession, burning, or other relinquishment of a IllustSpace Item will immediately terminate the former Owner’s rights and interest in the license or IllustSpace 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 Works underlying IllustSpace 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 Work, 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 a Work on the Platform constitutes an express and affirmative grant of the limited license rights to the Work to all subsequent Owners of the IllustSpace Item, as provided herein.
Artist Agrees Not to Mint Multiple Tokens for the Same Artwork
IllustSpace Items are unique, meaning that there should only ever be one digital token for a given Work of Art. Artist hereby acknowledges, understands, and agrees that Minting a Work 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 Work, 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 IllustSpace a License to All Minted Works
The Artist hereby acknowledges, understands, and agrees that Minting a Work 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 Work on any media whether now known or later discovered for the broad purpose of operating, promoting, sharing, developing, marketing, and advertising the Platform, the Site, the Marketplace, or any other purpose related to the IllustSpace Platform or business, including without limitation, the express right to: (i) display or perform the Work 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 Work, including without limitation, compilations, collective works, and anthologies; (iii) indexing the Work in electronic databases, indexes, catalogues, the Smart Contracts, or ledgers; and (iv) hosting, storing, distributing, and reproducing one or more copies of the Work 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 IllustSpace 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 Work in accordance with these Terms, including without limitation, Illust Creative Partners’s solicitation, encouragement, or request for Users or third parties to host the Work 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 Works 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.
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 IllustSpace 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 IllustSpace Items
Blockchain assets are price volatile. Fluctuations in the price of other digital assets could materially and adversely affect the value of your IllustSpace Items, which may also be subject to significant price volatility. We cannot guarantee that any purchasers of IllustSpace 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 IllustSpace ecosystem, and therefore the potential utility or value of IllustSpace 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 IllustSpace ecosystem, and therefore the potential utility or value of IllustSpace.
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, IllustSpace 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.
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.
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 IllustSpace to report serious misuses of the IllustSpace 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 IllustSpace Team pertaining to another member’s alleged violation of these Terms or other inquiries about IllustSpace’s policies.
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.
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.
You may terminate these Terms at any time by canceling your account on the Platform and discontinuing your access to and use of the Platform. You will not receive any refunds if you cancel your account, or otherwise terminate these Terms. You agree that we, in our sole discretion and for any or no reason, may terminate these Terms and 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 termination. If we terminate these Terms or suspend or terminate your access to or use of the Platform due to your breach of these Terms or any suspected fraudulent, abusive, or illegal activity, then termination of these Terms will be in addition to any other remedies we may have at law or in equity. Upon any termination or expiration of these Terms, whether by you or us, 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.
Last Updated: October 8, 2020