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DeSpace Protocol

TERMS OF USE

These Terms of Use (the "Terms" or "Terms of Use") constitute a legally binding agreement between you, personally or as representative of an entity (“you") and Despace Ecosystem Limited (“we", “us", or “our") regarding the use of the Despace.io website, related or linked applications connected thereto (collectively, the “Site”)
Please read these Terms of Use carefully before using the Tools and the Site. By accessing or using the Site and its tools implies that you:
  1. accept and agree to be bound by these Terms and any additional terms and conditions issued by us from time to time;
  2. represent that you are of eligible age to use the Tools and the Site.
  3. accept that the Tools are still in testing phase and that you use at your own risk.
  4. consent to the collection, use, handling and disclosure of information as described in the Privacy Policy, available here ;
If you do not agree to the Terms, then you must not access or use the Tools or the Site.
Despace is a decentralized platform powered by DeChain Network, Ethereum Network, Polygon Network and Binance Smart Chain to offer users an interface to DeFi and Non-Fungible Tokens protocols, using specially designed smart contracts.

WARRANTY AND ELIGIBILITY

You hereby represent and warrant that you have full capacity and competent to enter into the terms, conditions, obligations, affirmations, representations and warranties set forth in these Terms and to abide by and comply with these Terms.

Despace is a global platform and by accessing the provided content, the Site or Tools, you are representing and warranting that you are of the legal age of majority in your jurisdiction as is required to access such Tools and Content and enter into arrangements as provided by the Tools.

You further represent that you are legally permitted to use the Tools in your jurisdiction including ownership of cryptographic tokens, and interacting with the Site, Tools or Content in any way. You further represent that you are responsible for ensuring compliance with the laws of your jurisdiction and acknowledge that we are not liable for your compliance or failure to comply with such laws. You further represent and warrant that all funds or assets used by you have been lawfully obtained by you in compliance with all applicable laws.

DISCLAIMER
The Tools are provided on an "as is" and "as available" basis and may contain defects and software bugs. You are advised to safeguard important data, property and content, to use caution, and not to rely in any way on the correct or secure functionality or performance of the Tools.

You expressly understand and agree that your access to and use of the site, the tools and the smart contracts are at your sole risk, and that the site, the tool and the smart contracts are provided "as is" and "as available" without express or implied warranties of any kind.

To the fullest extent permissible pursuant to applicable law, we, our subsidiaries, affiliates, and licensors make no express warranties and hereby disclaim all implied warranties regarding the site, the tool and the smart contracts and any part of it (including, without limitation, the site, any smart contract, or any external websites), including the implied warranties of merchantability, fitness for a particular purpose, non-infringement, correctness, accuracy, or reliability.

Without limiting the generality of the foregoing, we, our subsidiaries, affiliates, and licensors do not represent or warrant to you that:

  1. your access to or use of the site, the tools and the smart contracts will meet your requirements, be uninterrupted, timely, secure or free from error;
  2. usage data provided through the site, the tool and the smart contracts will be accurate;
  3. the site, tools and the smart contracts or any content, services, or features made available on or through the site, the tools and the smart contracts are free of viruses or other harmful components, or
  4. that any data that you disclose when you use the site, the app and the smart contracts will be secure.

You accept the inherent security risks of providing information and dealing online over the internet and agree that we have no liability or responsibility for any breach of security unless it is due to our gross negligence.

We will not be responsible or liable to you for any losses incurred as the result of your use of the Ethereum network, DeChain network, the Metamask electronic wallet, and other electronic wallet, including but not limited to any losses, damages or claims arising from:

  1. user error, such as forgotten passwords or incorrectly construed smart contracts or other transactions;
  2. server failure or data loss;
  3. corrupted wallet files;
  4. unauthorized access or activities by third parties, including but not limited to the use of viruses, phishing, brute forcing or other means of attack against the app, Ethereum network, or the Metamask electronic wallet.

NFTs ARE INTANGIBLE DIGITAL ASSETS THAT EXIST ONLY BY VIRTUE OF THE OWNERSHIP RECORD MAINTAINED ON THE BLOCKCHAIN. DESPACE HAS NO CONTROL OVER AND MAKES NO GUARANTEES OR PROMISES WITH RESPECT TO SMART CONTRACTS. DESPACE IS NOT RESPONSIBLE FOR LOSSES DUE TO BLOCKCHAINS OR ANY OTHER FEATURES OF THE ETHEREUM NETWORK, DECHAIN NETWORK, THE METAMASK ELECTRONIC WALLET, OR OTHER ELECTRONIC WALLETS, INCLUDING BUT NOT LIMITED TO OMITTED OR LATE REPORT BY DEVELOPERS OR REPRESENTATIVES (OR NO REPORT AT ALL) OF ANY TECHNICAL ISSUES WITH THE BLOCKCHAIN OR ANY OTHER ISSUES RESULTING IN LOSS OF FUND.

INDEMNITY
You shall release and indemnify, defend and hold harmless Despace, and its officers, directors, employees and representatives from and against any and all losses, liabilities, expenses, damages, costs (including attorneys' fees and court costs) claims or actions of any kind whatsoever arising or resulting from your use of the Tools or the Site, your violation of these Terms of Use, and any of your acts or omissions. Despace reserves the right, at its own expense, to assume exclusive defense and control of any matter otherwise subject to indemnification by you and, in such case, you agree to cooperate with us in the defense of such matter.
TRANSACTION AND FEES
  1. If you elect to purchase, trade, or sell a wearable or Non-Fungible Token (NFT) with other users on the Site or via the Tools, any transaction will be conducted through supported Blockchain networks via extension wallets.
  2. DeSpace will have no insight into or control over these payments or transactions, nor does it have the ability to reverse any transactions. In the light of this, Despace will have no liability to you or to any third party for any claims or damages that may arise as a result of any transactions that you engage in via the Tools, or any other transactions that you conduct via the Site or Tools.
  3. Ethereum requires the payment of a transaction fee (a “Gas Fee”) for every transaction that occurs on the Ethereum network. The Gas Fee funds the network of computers that run the decentralized Ethereum network. This implies that you will need to pay a Gas Fee for each transaction that occurs via the App.
  4. In addition to the Gas Fee, each time you utilize a Smart Contract to conduct a transaction with another user via the Site, you authorize us to collect a commission of Two percent (2%) of the total value of that transaction (“Commission”). You acknowledge and agree that the Commission will be transferred directly to us as a part of the transaction.
  5. You will be solely responsible for payment of any and all sales, use, value-added and other taxes, duties, and assessments (except taxes that may apply on our net income) now or hereafter claimed or imposed by any governmental authority (collectively, "Taxes") associated with your use of the Site and Tools (including, without limitation, any Taxes that may become payable as the result of your ownership, or transfer of any NFT and any activity conducted by you in DeSpace).
Except for income taxes levied on Despace, you:

  1. will pay or reimburse Despace for all national, federal, state, local or other taxes and assessments of any jurisdiction, including value added taxes and taxes as required by international tax treaties, customs or other import or export taxes, and amounts levied in lieu thereof based on charges set, services performed or payments made hereunder, as are now or hereafter may be imposed under the authority of any national, state, local or any other taxing jurisdiction; and
  2. shall not be entitled to deduct the amount of any such taxes, duties or assessments from payments made to DeSpace pursuant to these Terms.


LIMITATION OF LIABILITY
  1. You understand and agree that we, our subsidiaries, affiliates, and licensors will not be liable to you or to any third party for any indirect, incidental, special, consequential, or exemplary damages which you may incur, howsoever caused and under any theory of liability, including, without limitation, any directly or indirectly incurred loss of profits, loss of goodwill or business reputation, loss of data, cost of procurement of substitute goods or services, or any other intangible loss, even if we have been advised of the possibility of such damages.
  2. You agree and acknowledge that our total, aggregate liability to you for any and all claims arising out of or relating to these terms or your access to or use of (or your inability to access or use) any portion of the site, the tools and the smart contracts, whether in contract, tort, strict liability, or any other legal theory, is limited to the greater of
(a) the amounts you actually paid us under these terms within the Six (6) month period preceding the date the claim arose, or
(b) One Hundred ($100) US Dollar.

3.You agree and acknowledge that we have made the site, the tools and the smart contracts available to you and entered into these terms in reliance upon the warranty disclaimers and limitations of liability set forth herein, which reflect a reasonable and fair allocation of risk between the parties and form an essential basis of the bargain between us. We would not be able to provide the site, the tools and the smart contracts to you without these limitations.

Certain jurisdictions disallow or limit the exclusion or limitation of incidental or consequential damages, disclaimers or limitations of liability for personal injury from consumer products, so the above limitations may not apply to personal injury claims.

ASSUMPTION OF RISK
You accept and acknowledge each of the following:

  1. The prices of blockchain assets are extremely volatile. Fluctuations in the price of other digital assets could materially and adversely affect the value of your DES or NFTs, which may also be subject to significant price volatility. We cannot guarantee that any purchasers of DES or NFTs will not lose money.
  2. You are solely responsible for determining what, if any, taxes apply to your transactions on the Site. Despace is not responsible for determining the taxes that apply to your transactions on the Site, tools or the Smart Contracts.
  3. Risks are associated with using an Internet-based currency, including, but not limited to, the risk of hardware, software and Internet connections, risk of malicious software, and risk that third parties may obtain unauthorized access to information stored within your wallet. You accept and acknowledge that Despace will not be responsible for any form of communication failures, disruptions, errors, distortions or delays you may experience when using its platform.
  4. Non-use or lack of public interest in the Site and tools could negatively impact the development of the Despace ecosystem, and therefore the potential utility or value of DES.
  5. The regulatory regime governing blockchain technologies, cryptocurrencies, and tokens is uncertain, and new regulations or policies may materially adversely affect the development of the Despace ecosystem, and therefore the potential utility or value of DES.
  6. Network upgrades may have unintended, adverse effects on all Despace assets.
PROPRIETARY RIGHTS
  1. You hereby acknowledge and agree that the Site and Tools contains proprietary and confidential information that is protected by applicable intellectual property and other laws. All title, ownership and Intellectual Property Rights in and to the Site and the Tools are owned exclusively by the Despace or its licensors. Except as expressly authorized in these Terms, you agree not to copy, modify, rent, lease, loan, sell, distribute, perform, display or create Derivative Works based on the Site and the Tools, in whole or in part. Despace's exclusive ownership shall include all elements of the Site and Tools, and all Intellectual Property Rights therein. The visual interfaces, graphics (including, without limitation, all art and drawings associated with the Tools), design, systems, methods, information, computer code, software, interface experience, organization, compilation of the content, code, data, and all other elements of the Site and the Tools (but excluding the Content submitted by Users) (collectively, the "Despace Content") are owned by the Despace, and are protected by copyright, patent, trade dress and trademark laws, international conventions, other relevant intellectual property and proprietary rights, and applicable laws. All the Despace Content are the copyrighted property of Despace or its licensors, and all trademarks, service marks, and trade names contained in the Despace Content are proprietary to Despace or its licensors. Except as expressly set forth herein, your use of the Site and the Tools 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 Site and the Tools. Despace reserves all rights in and to the Despace Content not expressly granted to you in the Terms.
For the sake of clarity, you understand and agree:

(I) that any "purchase" of NFTs or virtual land assets, whether via the Tools or otherwise, does not give you any rights or licenses in or to the Despace Content (including, without limitation, Despace’s copyright in and to the art and drawings associated with the Tools and content therein) other than those expressly contained in these Terms; and
(II) that you do not have the right to reproduce, distribute, or otherwise commercialize any elements of the Despace Content (including, without limitation, Despace’s copyright in and to the art and drawings associated with the Tools and content therein) in any way without Despace’s prior written consent in each case, which consent Despace may withhold in its sole and absolute discretion.

2. You acknowledge and agree that you are responsible for your own conduct while accessing or using the Site and the Tools, and for any consequences thereof. You agree to use the Site and the Tools 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, post, upload, transmit, distribute, disseminate or otherwise make available any Content in violation of Despace’s policy, including without limitation, Content that infringes the Intellectual Property Rights of any party and any Content that contains any hate-related or violent content or contains any other material or products that violate or encourage conduct that would violate any criminal laws, any other applicable laws, or any third party rights;
(II) distribute viruses, worms, defects, Trojan horses, spyware, time bombs, cancelbots, corrupted files, hoaxes, or any other items of a destructive or deceptive nature, or that may harvest or collect any data or information about other users without their consent;
(III) impersonate another person (via the use of an email address or otherwise);
(IV) use the Site or the Tools to violate the legal rights (such as rights of privacy and publicity) of others;
(V) engage in, promote, or encourage illegal activity (including, without limitation, money laundering);
(VI) interfere with other users' enjoyment of the Site or the Tools;
(VII) exploit the Site or the Tools for any unauthorized commercial purpose;
(VIII) post or transmit unsolicited or unauthorized advertising, or promotional materials, that are in the nature of "junk mail," "spam," "chain letters," "pyramid schemes," or any other similar form of solicitation;
(IX) modify, adapt, translate, or reverse engineer any portion of the Tools;
(X) remove any copyright, trademark or other proprietary rights notices contained in or on the Site or the Tools or any part of it;
(XI) reformat or frame any portion of the Site or the Tools;
(XII) stalk, harass, or engage in any sexual, suggestive, lewd, lascivious, or otherwise inappropriate conduct with minors on the Site or the Tools;
(XIII) use any robot, spider, site search/retrieval application, or other device to retrieve or index any portion of the Site, the Tools or the Content posted on the Tools, or to collect information about its users for any unauthorized purpose;
(XIV) use any cheats, hacks, or any other unauthorized techniques or unauthorized third-party software to cheat in any competition or game that may be offered on the Tools by other Users, or to otherwise disrupt or modify the Tools or the experience of any users on the Tools;
(XV) create user accounts by automated means or under false or fraudulent pretenses;
xvi) attempt to gain unauthorized access to any other user's Account, password or Content; or
(XVI) access or use the Tools for the purpose of creating a product or service that is competitive with the Tools.
3. Non-Fungible Token (NFT) And Content
I. NFTs: All title, ownership and Intellectual Property Rights over NFTs, including without limitation, wearables, belong to the creator of the NFT. Transactions for the sale of NFT through the Marketplace will convey said title, ownership and Intellectual Property Rights to the purchaser. To the fullest extent possible, the creator will waive any moral rights over the NFTs upon transfer to third parties. Despace does not have any Intellectual Property Rights over NFTs created by users. All NFTs must comply with the Content Policy.
II. Content: All title, ownership and Intellectual Property Rights over the Content created by users belongs to the users who created said Content. Despace do not have any Intellectual Property Rights over the user’s Content. The creator of the Content may impose its own terms, conditions and licences for access and use of said Content. You are advised to review any such terms, conditions and policies before accessing any such Content. All Content must comply with the Site Policies.


ASSUMPTION OF RISK
You accept and acknowledge each of the following:

  1. The prices of blockchain assets are extremely volatile. Fluctuations in the price of other digital assets could materially and adversely affect the value of your DES or NFTs, which may also be subject to significant price volatility. We cannot guarantee that any purchasers of DES or NFTs will not lose money.
  2. You are solely responsible for determining what, if any, taxes apply to your transactions on the Site. Despace is not responsible for determining the taxes that apply to your transactions on the Site, tools or the Smart Contracts.
  3. Risks are associated with using an Internet-based currency, including, but not limited to, the risk of hardware, software and Internet connections, risk of malicious software, and risk that third parties may obtain unauthorized access to information stored within your wallet. You accept and acknowledge that Despace will not be responsible for any form of communication failures, disruptions, errors, distortions or delays you may experience when using its platform.
  4. Non-use or lack of public interest in the Site and tools could negatively impact the development of the Despace ecosystem, and therefore the potential utility or value of DES.
  5. The regulatory regime governing blockchain technologies, cryptocurrencies, and tokens is uncertain, and new regulations or policies may materially adversely affect the development of the Despace ecosystem, and therefore the potential utility or value of DES.
  6. Network upgrades may have unintended, adverse effects on all Despace assets.
FEEDBACK AND SUBMISSION
You acknowledge and agree that any questions, comments, suggestions, ideas, bug reports, feedback or other information regarding the Site, the Tools and the Smart Contracts (“Submissions") provided by you to us are non-confidential and should become our sole property. We should own exclusive rights, including all intellectual property rights, and should be entitled to the unrestricted use and dissemination of these Submissions to any lawful purpose, commercial, or otherwise, without acknowledgment or compensation for you. You hereby waive any moral rights to any such Submissions, and you hereby warrant that any such Submissions are original with you or that you have the right to submit such Submissions. You agree there should be no recourse against us for any alleged or actual infringement or misappropriation of any proprietary right in your Submissions.
ADVERTISEMENTS
We allow advertisers to display their advertisements and other information in certain areas of the Site and the Tools such as sidebar advertisements or banner advertisements. If you are an advertiser, you should take full responsibility for any advertisements you place on the Site and/or the Tools, and any services provided on the Site and/or the Tools, or products sold through those advertisements. Further, as an advertiser, you warrant and represent that you possess all rights and authority to place advertisements on the Site and/or the Tool, including, but not limited to, intellectual property rights, publicity rights, and contractual rights. We simply provide the space to place such advertisements, and we have no other relationship with advertisers.

1.External Links and Third-Party websites
The Site and the Tools provide, or third parties may provide, links to other World Wide Web or accessible sites, applications or resources. Because DeSpace has no control over such sites, applications and resources, you acknowledge and agree that Despace, its officers and employees are not responsible for the availability of such external sites, applications or resources, and do not endorse and are not responsible or liable for any content, advertising, products or other materials on or available from such sites or resources. You further acknowledge and agree that DeSpace, its officers and employees shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with use of or reliance on any such content, goods or services available on or through any such site or resource.

TERMINATION AND SUSPENSION
You accept and acknowledge each of the following:

You shall have a right to terminate your account at any time by canceling and discontinuing your access to and use of the Site and/or Tools. We reserve the right to decide to terminate or suspend all or part of the Site and the Tools and your access to the Site and the Tools immediately, without prior notice or liability. You will not receive any refunds if you cancel your Account, or if these Terms are otherwise terminated. You agree that any suspension of your access to the Site or the Tools may be without prior notice, and that Despace (and its officers and employees) will not be liable to you or to any third party for any such suspension.

In the event of your breach of these Terms or any suspected fraudulent, abusive, or illegal activity, we may, without limitation, suspend your Account, block any infringing Content and adopt any other action deemed necessary to prevent future breaches, in addition to any other remedies Despace and/or any User may have at law or in equity.
Upon any termination or suspension of your Account, you may no longer have access to information that you have posted on the Site or that is related to your Account, and you acknowledge that Despace will have no obligation to maintain any such information in the relevant databases or to forward any such information to you or to any third party. Upon termination of your Account, your right to use the Tools will immediately cease.
ARBITRATION
1. If a Party is unable to resolve a Dispute through informal negotiations within 30 days, the Dispute will be referred to be finally and exclusively resolved by binding arbitration. The arbitration shall be commenced and conducted by virtue of the Arbitration Rules of the International Court of Arbitration (“ICC"). Your arbitration fees and your share of arbitration compensation shall be governed by the ICC Arbitration Rules and, where appropriate, limited by the ICC Arbitration Rules. If such costs are determined by the arbitrator to be excessive, we will pay all the arbitration fees and expenses.
2. Except where otherwise required by the applicable rules or applicable law, the arbitration can take place in the Nigeria and conducted in English language. Except as otherwise provided herein, the Parties may enter the award in any applicable court to compel arbitration, stay proceedings pending the arbitration, or to confirm, modify, vacate, or enter judgement on the award entered by the arbitrator.
3. The parties shall bear its or their own costs of the arbitration, including attorney's fees, and share equally the arbitrators' fees and administrative costs. If for any reason, a Dispute proceeds in court rather than arbitration, the Dispute shall be commenced or prosecuted in the Courts of Nigeria, and the Parties hereby consent to and waive all defenses of lack of personal jurisdiction, and forum non-conveniens with respect to venue and jurisdiction in such court of jurisdiction.
4. In no event shall any Dispute brought by either Party related in any way to the Site, the Tools and the Smart Contracts be commenced more than Twelve (12) months after the cause of the action arose. If this provision is found to be illegal or unenforceable, then neither Party will elect to arbitrate any Dispute falling within that portion of this provision found to be illegal or unenforceable and such Dispute shall be decided by a court of competent jurisdiction within the courts of jurisdiction above, and the Parties agree to submit to the personal jurisdiction of that court.
5. The parties shall maintain strict confidentiality with respect to all aspects of any arbitration commenced pursuant to these Terms and shall not disclose the fact, conduct or outcome of the arbitration to any non-parties or non-participants, except to the extent required by applicable Law or to the extent necessary to recognize, confirm or enforce the final award or decision in the arbitration, without the prior written consent of all parties to the arbitration.
6. Exceptions to the Arbitration
The Parties agree that the following Disputes are not subject to the above provision concerning informal negotiations and binding arbitration:
(a) any dispute seeking to enforce or protect, or concerning the validity of, and of the intellectual property rights of a Party,
(b) any dispute related to, or arising from, allegations of theft, piracy, invasion of privacy, or unauthorized use; and
(c) any claim for injunctive relief. If this provision is found to be illegal and unenforceable, then neither Party will elect to arbitrate any dispute falling within that portion of this provision found to be illegal or unenforceable and such Dispute shall be decided by a court of competent jurisdiction within the courts listed or jurisdiction above, and the Parties agree to submit to the personal jurisdiction of that court.
7. Class Action Waiver
The parties further agree that any arbitration shall be conducted in their individual capacities only and not as a class action or other representative action, and the parties expressly waive their right to file a class action or seek relief on a class basis. If any court or arbitrator determines that the class action waiver set forth in this paragraph is void or unenforceable for any reason or that an arbitration can proceed on a class basis, then the arbitration provision set forth above shall be deemed null and void in its entirety and the parties shall be deemed to have not agreed to arbitrate disputes.
8. Third-Party Beneficiaries
You agree that, except as otherwise expressly provided in these Terms, there shall be no third-party beneficiaries to the Terms of Use.
ENTIRE TERMS
These Terms of Use and any policies or operating rules posted by us on the Site, or in respect to the Site, the Tools and the Smart Contracts constitute the entire agreement and understanding between you and us. The Terms or use of the Site shall not be construed as joint venture, partnership, employment or agency relationship between you and us.

These Terms of Use operate to the fullest extent permissible by law and our failure to exercise or enforce any right or provision of these Terms of Use shall not operate as a waiver of such right or provision. If any provision or part of a provision of these Terms of Use is determined to be unlawful, void, and unenforceable, that provision or part of the provisions shall be severable from these Terms of Use and does not affect the validity and enforceability of any remaining provisions.

You hereby waive any and all defenses you may have based on the electronic form of these Terms of Use and the lack of signing by the parties hereto to execute these Terms of Use. We shall not be responsible or liable for any loss, damage, delay, or failure to act occasioned by any cause beyond our reasonable control. We may assign any or all of our rights and obligations to others at any time.

© All Rights Reserved.
DeSpace Ecosystem Limited 2021
info@despace.io | Privacy Policy | Terms of use