Effective Date: 1 June 2023
Last Updated: 1 June 2023
Illuvium Games is a series of AAA-rated blockchain-based games that rely on Illuvium Tokens and are governed by the Illuvium DAO.
Illuvium games comprise separate but interrelated games, including but not limited to Illuvium Zero, Illuvium Overworld, Illuvium Arena and Illuvium Beyond, each of which may be accessed from the Illuvium Interface (Illuvium Games).
Illuvium Games NFTs (Illuvium Game NFTs) are a key feature of Illuvium Games and may be used within and across the Illuvium Games. Illuvium Game NFTs are either earned through gameplay or purchased via the Illuvidex, except Land NFTs and Illuvitars, which are sold at first instance by Auction and in D1SK Packs, respectively.
Illuvium DAO governance (Illuvium DAO Governance) spans all matters involved in the design, development, marketing and launch, maintenance, upgrade and retirement of Illuvium Games involving Illuvium Tokens by a global community.
Any works and associated Intellectual Property (IP) developed for use in Illuvium Games and for Illuvium DAO Governance remains the IP of the author or authors but is subject to a perpetual licence granted by the author or authors to be used in Illuvium Games. Accordingly, the Illuvium DAO does not own any Intellectual Property and Members have no rights to an in-specie distribution of IP or the proceeds from any sale of IP during the life of the DAO or upon winding up of the DAO. Any resources available for spending on Illuvium Games and Illuvium DAO Governance are not beneficially received or owned by any person whilst those resources are contained in the Illuvium DAO Treasury, and Members have no rights to an in specie distribution of those resources or the proceeds from any sale of those resources during the life of the DAO or upon winding up of the DAO.
The Illuvium Protocol comprises of the following DLTContracts, each of which are published under the MIT License where the Illuvium DAO - as an entity separate and distinct from its Members - is neither the author or a copyright holder of the Software (as that term is defined in the MIT License) or works referenced by the Software for which the IP is owned by the author/s:
Illuvium Tokens
ILV token
The governance token of the Illuvium DAO, where gasless (i.e. off-chain) voting is undertaken using the following Snapshot venues:
Illuvinati Council: https://snapshot.org/#/ilv.eth
Illuvinati Governance: https://snapshot.org/#/ilvgov.eth
Contract Address: Illuvium: ILV Token | Address 0x767fe9edc9e0df98e07454847909b5e959d7ca0e | Etherscan
sILV2 token
A rewards token that replaced the same functions as sILV where the o was to attract the attention of the public to Illuvium with the incentive of ILV rewards and in so doing achieve greater spread of unique wallet addresses ultimately holding ILV and that can participate in governance. To the extent conditions arose that a person could not wait until the expiry of the ILV rewards claiming period, they could choose to instead claim sILV tokens early resulting in the equivalent number of ILV tokens being permanently cancelled
Contract Address: https://etherscan.io/address/0x7e77dcb127f99ece88230a64db8d595f31f1b068
Illuvium Council NFTs
Bestowed on each Council Member each Council Epoch evidencing and in recognition of their service to the DAO.
Contract Address: https://etherscan.io/token/0xaebd9bd588f044cbdec8f3cf1e80277a7a52dc69
Illuvium Game NFTs
Illuvium Beyond:
D1SKs NFTs: https://etherscan.io/address/0xC1F1DA534E227489d617CD742481Fd5a23f6a003
Illuvitars NFTs: https://etherscan.io/address/0x8CCEEa8cFb0F8670f4de3a6Cd2152925605D19A8
Accessories NFTs: https://etherscan.io/address/0x844A2A2B4C139815C1dA4BdD447AB558bB9A7d24
Illuvium Land:
Contract Address: https://etherscan.io/address/0x9e0d99b864e1ac12565125c5a82b59adea5a09cd
Illuvium Ecosystem Mechanics
The Vault - a segmented holding contract to receive in game, illuvidex and other ecosystem fees for later distribution to defray the costs of participation in the Illuvium ecosystem.
Vault: https://etherscan.io/address/0xAA2E727ba59b4fEa24d0Db4e49a392Fdc3E8e778
Illuvium Token Activities
ILV staking (of ILV or ETH-ILV LP token)
Either ILV or the ETH-ILV LP token are staked (i.e. locked in the ILV Pool DLT Contract or SLP Pool DLT Contract, respectively) and rewards accumulate in ILV, but can be claimed early in sILV2.
Contract Addresses: Factory: https://etherscan.io/address/0x9dca38d109c6c69790fb70bcfdeaf27c4394597c ILV Pool: https://etherscan.io/address/0x7f5f854ffb6b7701540a00c69c4ab2de2b34291d SLP Pool: https://etherscan.io/address/0xe98477bdc16126bb0877c6e3882e3edd72571cc2Audits: Yes, Peckshield
Customising Illuvials
Accessories NFTs can be ‘added’ to an Illuvitar NFT whereby each separate NFT is burned and a new NFT is created with the data attributes and associated media files from the burned NFTs.
Illuvidex Contract/s
The secondary sales trade DLT Contract whereby Illuvium Beyond and Illuvium Land NFTs are traded.
Welcome to the Illuvium interface (www.illuvium.io) (Interface), hosted and operated by Illuvium Labs FZCO in respect of the Illuvium DAO (“Illuvium”, “ we”, “ us” or “ our”).
These Terms and Conditions together with any documents they expressly incorporate by reference (collectively Terms), govern your (“you”, the “user”, “your”) access to and use of the Interface, content and functionality offered through it, including without limitation your participation in:
Purchasing ILV tokens to participate in Illuvium DAO Governance Terms are at Annexure 1
Staking Program (ILV or ETH-ILV LP tokens) Terms are at Annexure 2
Illuvium Game NFTs (ownership, Sales & Auctions) Terms are at Annexure 3
Illuvidex Terms are at Annexure 4
Illuvium Games Terms are at Annexure 5
Illuvium Marketing (events, giveaways and promotions) Terms are at Annexure 6
Physical Merchandise purchases Terms are at Annexure 7
Activities that attract Jurisdiction Specific Terms Terms are at Annexure 8
Activities that attract Investor & Guild Terms Terms are at Annexure 9
Any other software provided or in connection with the above forms of participation in the Illuvium DAO
(collectively, the Illuvium DAO Activities).
General Terms are set out at 4.0.
By participating in the Illuvium DAO Activities, you make the general representations and warranties set out at 2.0 and accept and agree to be bound and abide by these Terms.
Further specific terms may apply to Illuvium DAO Activities (or any part of them, now and as they change from time to time) in which case those terms will be available on the Illuvium Interface (Specific Terms) and become part of your agreement with us if you participate in the Illuvium DAO Activities.
As Illuvium DAO Activities expand, we will need to provide additional terms to cover the expanded activities offering (Additional Terms). Any Additional Terms which are available with the relevant services become part of your agreement with us if you use those services.
To the extent that any statement in these Terms is inconsistent with statements made on the Illuvium Interface, Discord, Medium, Twitter or any other channel, the statements in these Terms prevail.
These Terms comprise the entire agreement between Illuvium and you (“You”, “your” or “User”) in relation to participation in the Illuvium DAO Activities and create a binding legal arrangement between you and the Illuvium DAO. To the extent of any inconsistency between these Terms and your understanding of or the performance of any DLT Contracts comprising the Illuvium Protocol, these Terms prevail.
These Terms require the use of arbitration on an individual basis to resolve disputes rather than jury trials or class actions.
If you do not want to agree to these Terms you must not access and participate in Illuvium DAO Activities.
Unless specified otherwise, the Illuvium DAO Activities are offered and available to users who are eighteen (18) years of age or older.
By participating in the Illuvium DAO Activities you represent and warrant that:
you are at least the higher of legal age to form a binding contract with us in the country or state in which you have your habitual residence or eighteen (18) years of age, and you meet all of the eligibility requirements, or you are participating in the Illuvium DAO Activities under the supervision of a parent or guardian;
you are not accessing and participating in Illuvium DAO Activities from Burma (Myanmar), Cuba, Iran, Sudan, Syria, the Western Balkans, Belarus, Côte d’Ivoire, Democratic Republic of the Congo, Iraq, Lebanon, Liberia, Libya, North Korea, Russia, certain sanctioned areas of Ukraine, Somalia, Venezuela, Yemen, or Zimbabwe (collectively Prohibited Jurisdictions), nor any other specifically designated OFAC Sanctions Listed jurisdiction;
you are not a citizen or resident of, nor are you located in, any country where your participation in Illuvium DAO Activities is illegal or impermissible, whether by rule, statute, regulation, bylaw, court adjudication or order, protocol, administrative statement, code, decree, or other directive, requirement or guideline, whether applicable to the Illuvium DAO, the Illuvium DAO Activities or you the participant (or any combination of the foregoing) by an authority with valid and enforceable jurisdiction (Applicable Laws);
you have read these Terms and understand that the Illuvium DAO (including any persons participating in Illuvium DAO Activities) is not registered and is not licensed with, nor have any Illuvium DAO Activities (or any component thereof) been reviewed or evaluated by, any securities law, financial crime or banking regulator of any jurisdiction;
you understand that you are solely responsible for complying with all Applicable Laws related to your Illuvium DAO Activities and activities that directly or indirectly impact the provision of Illuvium DAO Activities, including but not limited to, commodity, securities, anti-money laundering and counter-terrorism financing, tax and privacy laws and regulations that may be applicable to your participation in Illuvium DAO Activities depending on your circumstances;
all information and data provided by you are true and correspond to reality.
If you cannot meet all of these representations and warranties, you must not participate in the Illuvium DAO Activities.
Due to the emerging nature of blockchain technology and legal and policy uncertainty surrounding activities involving tokens, an important warning has been prepared to highlight the key risks of your participation in Illuvium DAO Activities, set out at 3.0 to assist you to determine whether your risk appetite is suited towards participation in Illuvium DAO Activities.
Due to the global nature of the Illuvium DAO, jurisdiction specific terms for Illuvium DAO Activities are set out at Annexure 8 of these Terms. These terms take precedence over terms that specify a general rule, for example in relation to refund and exchange rights. Please ensure that you familiarise yourself with terms that are specific to your circumstances.
No Financial Advice: The information in this document is of a general nature and does not take into account your objectives, financial situation or particular needs.
The primary purpose of the Illuvium DAO is to develop AAA-rated interoperable blockchain-based games that are governed by the Illuvium DAO. Blockchain-based games mean that tokens and token activities are a necessary part of the infrastructure and introduce financial and corresponding tax elements to Illuvium DAO Activities, particularly gaming and governance activities. However, in designing and developing Illuvium Games and blockchain-based interoperable gaming infrastructure the Illuvium DAO assumes that your participation in Illuvium DAO Activities is for your personal use and enjoyment rather than any commercial or investment purposes. Guilds and participants that interact with the Interface for Investment or other commercial purposes please refer to Annexure 9 for Guild & Investor Terms.
You should obtain your own independent advice and consider the appropriateness of ILV, sILV2, Illuvium NFTs (comprising in-game out out-of-game tradable Illuvium NFTs including but not limited to Fuel, Illuvials, Illuvitars & Shards) (the Illuvium Tokens) having regard to your circumstances, objectives, financial situation and needs, and legal and tax obligations.
It is important that you read this entire document before participating in any Illuvium DAO Activities, including Illuvium NFT Sales or Auctions. In particular, you should consider the risk factors that could affect each particular Illuvium DAO Activity and the holding and use of Illuvium Tokens in Illuvium DAO Activities.
The significant risk factors concerning your participation in Illuvium DAO Activities are summarised below in the section below entitled “Risks”.
The Illuvium DAO, and any persons associated with the Illuvium DAO including the Illuvium Council, contributors and service providers deny liability for any loss or damage suffered by you or any person participating in Illuvium DAO Activities to the maximum extent permitted by law.
At the date of publication of these Terms, none of the Illuvium Tokens are registered as securities or other financial products in any jurisdiction. As a result of this, none of the investor protections associated with securities regulation apply to the Illuvium DAO, Illuvium Council, contributors and service providers in respect of the Illuvium Tokens. However, consumer protection laws apply. The relevant consumer protection laws will depend on you. Usually, the laws that apply will depend on the place in which you ordinarily reside. You may refer to Annexure 8 for laws specific to certain locations.
At the date of publication of these Terms, the Illuvium DAO is not registrable nor a registered digital currency exchange provider or crypto (or virtual) asset service provider in any of the jurisdictions that have legislated such registration regimes and does not provide activities that attract obligations under current anti-money laundering and counter-terrorist financing laws. Accordingly, the Illuvium DAO is not regulated or actively supervised by any anti money laundering regulator in any jurisdiction.
Risks
General: All activities involving tokens carry risk. Risks can be managed but in many cases risks cannot be eliminated. The appropriate level of risk for you may depend on your age, financial objectives, circumstances and needs and how your tokens are used. The appropriate level of risk also may vary depending on how comfortable you are with the possibility of the reduction of value of tokens to nil or reduction of capacity to use tokens to no capacity other than as a mere record of your holding and use.
Risk of decline in value of tokens: The value of Illuvium Tokens (including sILV2, ILV, Illuvium NFTs and Fuel) may fluctuate over time and the Illuvium DAO cannot guarantee the value of Illuvium Tokens at any time including in-game as in-game prices are a parameter subject to change and which can be changed via Illuvium DAO governance. In decentralised technology, there is no proven economic model that values tokens by reference to their own attributes or by reference to any or all DLT contracts they can be used with, the auditing of those DLT contracts and the network effects of interactions with DLT contracts. There is also no clear model demonstrating the impact of externalities (such as unrelated third-party influencers) on the value of a token.
Market integrity risk: Due to the standardised and composable nature, Illuvium Tokens are capable of being freely traded but the Illuvium DAO does not have the same or similar powers that an operator of a financial market would to intervene in times of market or project specific distress. Accordingly the price of Illuvium Tokens outside of Illuvium Games will be influenced by external market forces and the ability for Illuvium DAO governance to intervene could be limited. The value of Illuvium Tokens will fluctuate and may fluctuate extremely. Their value may reduce to zero. As the Illuvium DAO is still relatively newly established, there is limited or no history upon which you can evaluate the likely value of Illuvium Tokens. Since to date, standardised and composable (and thus freely tradable) tokens have been subject to only limited regulation, there is a risk that markets for tokens are inefficient and / or subject to manipulation. This means that you may not be protected if the Illuvium DAO or the broader blockchain and token ecosystem fails or is hacked.
Financial risk: There are a number of financial risks, including the Illuvium DAO’s ability to maintain a strong enough treasury to continue operations. There is a risk that the Illuvium DAO is not sufficiently responsive to changes in the industry and/or trading conditions, or cannot raised sufficient capital including because of its decentralised model of governance and the emerging and risky policy environment for DAOs, tokens and token activities.
Operational risk: Operational risk includes but is not limited to, technology risk (including from the use of DLTcontracts and associated DLTcontract vulnerabilities which is an evolving field of audit and understanding), reputational risk, fraud, compliance, outsourcing, business continuity planning, legal risk and key person risk.
Technology risk: Token activities carry the risks of interacting with Third-party Extensions and Third-party Platforms to participate in Illuvium DAO Activities. There is also a risk that any Illuvium Tokens you acquire while participating with Illuvium DAO Activities could be stolen or exploited by a DLT contract vulnerability. The level of this risk will vary based on how you hold and use your Illuvium Tokens and your security practices including in relation to your digital wallets. You should also be wary of scams designed to convince you to sell or lend your Illuvium Tokens and should only engage with the Illuvium DAO and Illuvium DAO Activities in accordance with these Terms.
DLT contract risk: While the Illuvium DAO has taken steps to ensure the DLT contracts that comprise the Illuvium Protocol from time to time are safe and secure, there may be vulnerabilities in the suite of DLT contracts that collectively form the Illuvium Protocol. You may experience damage, interruptions or loss caused by the exploitation of DLT contract vulnerabilities in the form of hacks, mining attacks, cyber-attacks, distributed denial of service attacks, or other security breaches, attacks, or deficiencies. Such events could result in the loss of tokens other than just your Illuvium Tokens, and could be related to other attacks to obtain your personal and sensitive information and access to your traditional financial assets such as bank accounts and credit cards.
Custody risk: Illuvium Tokens are tokens that are generally represented in a self-hosted digital wallet or hardware wallet. Illuvium Tokens such as ILV and Illuvium NFTs rely on cryptography and technology such as blockchain for security and other features. A wallet generally has a private key (unique code) that is used to authorise outgoing token transactions on the blockchain ledger, authorised by the applicable blockchain network according to the prevailing consensus mechanism of that network. A hardware wallet stores these private keys on a secure hardware device not connected to the internet. This can protect your wallet from hackers who can potentially steal the contents of your internet-connected digital wallet. Your digital wallet will have a public key and a private key (like a password or PIN). However, blockchain systems allow users to remain relatively anonymous (pseudonymous) and there is no central authority that collects identity information or that can recover lost or stolen tokens or private keys. If a hacker steals your private key, you have little hope of getting the private key back in order to deal with the tokens represented in your wallet/s. Using a hardware wallet or cold storage, may provide additional protection. You are responsible for seeking independent, professional advice in relation to the cyber security of your blockchain and token activities.
Governance risk: Under the Illuvium DAO’s decentralised and evolving governance structure, members of the Illuvium Council may pass a vote to modify how the DAO operates and in relation to Illuvium DAO Activities. You are responsible for monitoring the Illuvium DAO’s official social channels and staying updated on changes affecting the Illuvium DAO and Illuvium DAO Activities.
Regulatory risk: The legal and tax characterisation of a DAO and of token activities is uncertain in most jurisdictions and regulatory and policy efforts are evolving. It is your responsibility to ensure that your access and participation in Illuvium DAO Activities is lawful. If the Illuvium DAO or its participants or the Illuvium Tokens fail, your Illuvium Tokens will likely be of no value and there is no complaints scheme or ombudsman that can protect you from losses.
Tax treatment & policy environment: The tax treatment of token activities is subject to uncertainty. Tax authorities around the world are seeking to understand the technology, issue guidance to the public and consult on relevant tax reform that is necessary. The application of traditional tax principles to novel technology, the DAO structure and token activities remain largely untested in court. The value and tax treatment of your Illuvium Tokens may be impacted by this uncertainty and risk in how the tax laws apply and may change.
Immutability risk: Transactions executed on the Ethereum blockchain are irreversible by design. Errors, false inputs, or other errors are the sole responsibility of each individual person participating in Illuvium DAO Activities. No participants in Illuvium DAO Activities have any obligation whatsoever to reverse or assist to reverse any erroneous transactions.
Merge and fork risk: In the event of a network merge or fork, there is a risk any activities with or involving the Illuvium DAO may not be completed, completely partially, incorrectly completed, or substantially delayed. The Illuvium DAO and its participants are not responsible for any losses suffered in whole or in part, directly or indirectly, by a merge or fork of the Ethereum blockchain.
Phishing risk: Scammers may create phishing websites which pretend to be the Illuvium DAO or involved in Illuvium DOA Activities. You are responsible for carefully checking that you are accessing the correct domain and application.
4.1 Changes to Terms
The Illuvium DAO reserves the right to change or modify these Terms at any time and at our sole discretion (which includes as instructed by the prevailing model of Illuvium DAO governance).
If we decide to make changes to these Terms, we will provide notice of such changes, such as by providing notice via the Interface or updating the “Last Updated” date at the top of these Terms.
By continuing to access or participate in the Illuvium DAO Activities, you confirm your acceptance of the revised Terms and all of the terms incorporated therein by reference.
We encourage you to review our Terms periodically to ensure that you understand them.
Your use of the Illuvium Interface, and any participation with Illuvium DAO Activities through it, are subject to these Terms and all applicable laws.
4.2 Minors
If you are 13 or older but under the age of 18, you represent that you have reviewed these Terms with your parent or legal guardian to make sure that you and your parent or legal guardian understand these Terms.
If you are a parent or guardian permitting a person under the age of 18 (a Minor) to create an account and/or participate in Illuvium DAO Activities via the Interface, you agree to:
A) exercise supervision over the Minor's use of their account and/or participation in Illuvium DAO Activities;
B) assume all risks associated with the Minor's use of their account and/or participation in Illuvium DAO Activities, including the transmission of content or information to and from third parties via the Internet;
C) ensure that the content and information that the Minor may encounter via our Interface are suitable for the Minor;
D) assume liabilities resulting from the Minor's use of their account and/or participation in Illuvium DAO Activities;
E) ensure the accuracy and truthfulness of all information submitted by the Minor; and
F) provide the consents contained in these Terms on behalf of the Minor.
We may ask you to confirm that you have your parent's or guardian's permission and that they have agreed to these Terms on your behalf, and, even if we do not do this, we will assume that this is the case and will provide access to our Interface and the Illuvium DAO Activities on this basis.
4.3 Privacy & Your Data Relationship with Illuvium
When you use the Interface and participate in Illuvium DAO Activities, you agree to provide us with certain information, relevant to the specific activity (and described below). You may be asked to provide inter alia, your email address, postal address and/or other contact details truthfully and exactly. You also agree that we may use this information to contact you in the context of your order if necessary. We respect your right to privacy. By using the Interface you agree to, and where required, consent to the collection, use and transfer of your information as set out in our Privacy Policy (which also addresses our use of Cookies).
Disclosure: We may disclose the collected information to third parties that help us deliver Illuvium DAO Activities (including information technology suppliers, communication suppliers and our business partners) or as required by law. If you do not provide this information, we may not be able to provide all of the Illuvium DAO Activities to you. Our Privacy Policy explains how we manage our data relationship with you. By providing your personal information to us, you consent to the collection, use, storage and disclosure of that information as described in the Privacy Policy and these Terms.
Due to the emerging and uncertain legal characterisation of a DAO, the appointment of a data representative to own and control the data collected is a necessary step to prevent unauthorised access to your Personal Information.
The appointment terms, responsibilities and obligations of the Illuvium DAO Data Representative are available here and are subject to change based on the prevailing model of Illuvium DAO governance and proposals approved by Illuvium DAO governance as it adapts to accommodate emerging laws and clarifications on how existing laws, particularly those related to personal data, apply to DAOs.
User Accounts: In order to access some features available on the Interface and certain Illuvium DAO Activities, you will have to create an account (User Account). You may not use another person’s account. Each time you use a password or identification, you will be deemed to be authorised to access and use the Interface in a manner consistent with these terms and conditions, and we have no obligation to investigate the authorization or source of any such access or use of the Interface enabled through your User Account. You will be solely responsible for all access to and use of the Interface by anyone using the password and identification originally assigned to you whether or not such access to and use of this Interface is actually authorised by you, including without limitation, all communications and transmissions and all obligations (including, without limitation, financial obligations) incurred through such access or use. You are solely responsible for protecting the security and confidentiality of the password and identification assigned to you. In no event shall we be liable for any loss, theft or fraudulent use of your User Account. You shall immediately notify us of any unauthorised use of your password or identification or any other breach or threatened breach of the Interface’s security. You may terminate your account at any time, for any reason, by following any such instructions within the Interface, or by contacting us. If your account is terminated, you may lose the assets in your account if you do not contact us. By creating an account with us, you acknowledge that we may send you promotional or marketing emails from time to time. If you do not wish to receive those emails, please use the link provided in those emails to unsubscribe from our email list.
Collection on registration for information: We require your email address in order to provide you with news about Illuvium and for purposes otherwise set out in our Privacy Policy athttps://illuvium.io/privacy-policy. Registering your interest to receive information about Illuvium does not mean you have created an account with us.
Collection on connecting MetaMask wallet and submitting a Bid during Auctions or paying the Sale Price during a Sale: When you connect your MetaMask wallet to the Illuvium Interface, you will be prompted to create an IMX wallet and connect the Immutable X wallet to the Illuvium Interface. We collect the IP address from the device you use, your Ethereum public address and your Immutable X public address. When you submit a Bid in an Auction or pay the Sale Price during a Sale, we also store the amount of the Bid or Sale Price paid associated with your IP address, respectively, and your Ethereum public address and your Immutable X public address.
Collection on participating in Illuvium DAO governance: Collection is addressed in Annexure 1
Collection on participation in Illuvium Games: Collection is addressed in Annexure 5
Collection on purchasing physical merchandise: Collection is addressed in Annexure 7
Collection on enquiries, reports and feedback: You may choose to make enquiries, report suspicious market activity or submit comments, bug reports, ideas, or other feedback about the Illuvium Interface and Illuvium DAO Activities, including without limitation about how to improve the Illuvium Interface(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 licence and all rights necessary for us to incorporate and use your Feedback for any purpose.
4.4 Content
Our Interface and official social media
While we use all reasonable attempts to ensure the accuracy and completeness of the information within and across the Interface, official social media and where Illuvium DAO Activities can be undertaken to the maximum extent permitted by law, including applicable consumer laws, we make no warranty regarding the information on Illuvium DAO Activities, including our Interface.
You should monitor any changes to the information contained on our Interface or about the Illuvium DAO Activities wherever we have published it. We may, from time to time and without notice, change or add to Illuvium DAO Activities, including our Interface and official social media. However, we do not undertake to keep the Interface website or all of the Illuvium DAO Activities displayed on the Interface and official social media updated. We are not liable to you or anyone else if errors occur in the information within or about Illuvium DAO Activities or on the Interface or official social media or if that information is not up-to-date.
We are not liable to you or anyone else if interference with or damage to your computer systems occurs in connection with the participation in Illuvium DAO Activities including vias our Interface or a linked third party website.
You must take your own precautions to ensure that whatever you select for your use from our Interface is free of viruses or anything else (such as worms or Trojan horses) that may interfere with or damage the operations of your computer systems.
This Interface is for your personal, non-commercial use only. You may not modify, copy, distribute, transmit, display, perform, reproduce, publish, licence, commercially exploit, create derivative works from, transfer, or sell any Content, software, products or services made available via the Interface. You may not use this Interface, or any of its Content, to further any commercial purpose, including any advertising or advertising revenue generation activity on your own website.
Third party sites
Our Interface may contain links to websites operated by third parties. Those links are provided for convenience and may not remain current or be maintained.
Unless expressly stated otherwise, we do not endorse and are not responsible for the content on those linked websites and have no control over or rights in those linked websites.
4.5 Intellectual property rights
Unless otherwise indicated, we legally own, have the right to use and/or licence from Illuvium DAO participants or third parties all rights, title and interest (including copyright, designs, patents, trademarks and other intellectual property and proprietary rights) in the works underlying or related to any Illuvium DAO Activities whether those rights are registered or unregistered in any jurisdiction, and in all of the material (including all text, graphics, logos, audio, video and software) made available through participation with the Illuvium DAO Activities (including the Illuvium Games, Illuvium Tokens and the Illuvium Protocol), whether those rights are registered or unregistered in any jurisdiction (Content).
Your participation in Illuvium DAO Activities (or any part of the Illuvium DAO Activities) and use of and access to any Content does not grant or transfer any rights, title or interest to you in relation to Content underlying or related to Illuvium DAO Activities (or any part of the Illuvium DAO Activities).
However, subject to the prevailing terms of our IP licences with our Originators (defined below), we grant you a licence to access the Content underlying or related to Illuvium DAO Activities for the purpose of participating in those Illuvium DAO Activities, including via our Interface, and to view the Content subject to these Terms and, where applicable, as expressly authorised by us and/or our third party licensors.
Any reproduction or redistribution of Content underlying or related to Illuvium DAO Activities (or part of the Illuvium DAO Activities) without our express permission is prohibited and may result in civil and criminal penalties.
Originators
Originators are Illuvium’s dedicated team of artists, authors of code and anyone who is a Core Contributor to the Illuvium Ecoystem and who produces works that are capable of protection as intellectual property of that person. Additional terms addressing Originators and the Content to which they have contributed that is associated with Illuvium Game NFTs are set out in Annexure 3.
4.6 Unacceptable activity
You must not do any act that we would deem to be inappropriate, is unlawful or is prohibited by any laws applicable to participating in Illuvium DAO Activities (or any part of Illuvium DAO Activities), including but not limited to:
A) any act that would constitute a breach of either the privacy (including uploading private or personal information without an individual's consent) or any other of the legal rights of individuals;
B)the infringement of any third party intellectual property rights through your participation in Illuvium DAO Activities;
C) listing Illuvium Tokens for sale or auction, making bids during an Auction, and acquiring Illuvium Tokens, for the purpose of concealing economic activity, laundering money, or financing terrorism;
D) participating in Illuvium DAO Activities to conceal or transfer proceeds or tokens or assets relating to criminal activity or to pay for an Illuvium Token for any other reason than to obtain the Illuvium Tokens to participate in Illuvium DAO Activities in accordance with these Terms;
E) participating in Illuvium DAO Activities to defame or libel us, our participants or other related individuals;
F) uploading files that contain viruses that may cause damage to our property (if any) or the property of other individuals;
G)posting or transmitting to the Interface or any other venues used to participate in Illuvium DAO Activities, including but not limited to this Interface any non-authorised material including, but not limited to, material that is, in our opinion, likely to cause annoyance, or which is defamatory, racist, obscene, threatening, pornographic or otherwise or which is detrimental to or in violation of our systems or a third party's systems or network security;
H)engaging in any attack, hack, denial-of-service attack, interference, or exploit of any Illuvium DAO Activities, in particular, any DLT contract comprising the Illuvium Protocol notwithstanding that an operation performed by a person that is technically permitted by a DLT contract comprising the Illuvium Protocol may nevertheless be a violation of our Terms and the law because the operation is not within the intent of the programming and would cause loss or harm to other persons interacting with the relevant DLT contract/s;
I) participating in Illuvium DAO Activities in any manner that could interfere with, disrupt, negatively affect or inhibit other users from fully enjoying the Illuvium DAO Activities, or that could damage, disable, overburden or impair the functioning of the Illuvium DAO Activities in any manner;
J) developing, utilising, or disseminating any software, or interacting with any API in any manner, that could damage, harm, or impair the Illuvium Interface, DLT contracts that comprise the Illuvium Protocol or the Illuvium DAO Activities;
K) reverse engineering any aspect of the Illuvium DAO Activities, or doing anything that might discover source code or bypass or circumvent measures employed to prevent or limit access to any Illuvium DAO Activity, area or code of the Illuvium DAO Activity;
I) using any robot, spider, crawler, scraper, script, browser extension, offline reader or other automated means or interface not authorised by us to access the Illuvium DAO Activities, extract data or otherwise interfere with or modify the rendering of pages or functionality required for participation in Illuvium DAO Activities;
M)using data collected from Illuvium DAO Activitiesto contact individuals, companies, or other persons or entities;
N) using data collected from Illuvium DAO Activities for any direct marketing activity (including without limitation, email marketing, SMS marketing, telemarketing, and direct marketing);
O) bypassing or ignoring instructions that control all automated access to the Illuvium DAO Activities;
P) participating in the Illuvium DAO Activities for any illegal or unauthorised purpose, or engage in, encourage or promote any activity that violates these Terms;
Q) using the Ethereum blockchain to carry out any illegal activities, including but not limited to money laundering, terrorist financing or deliberately engaging in activities designed to adversely affect the performance of the Ethereum blockchain, or the Illuvium DAO Activities;
R) engaging in deceptive or manipulative trading activities;
S) placing misleading Bids or Offers at Auctions.
If we allow you to post any information to or on Illuvium DAO Activities or a component offering of Illuvium DAO Activities such as on our Interface or official social media, we have the right to take down this information at our sole discretion and without notice.
4.7 WARRANTY DISCLAIMER, LIMITATION OF LIABILITY & INDEMNITY
WE ASK THAT YOU PLEASE READ THIS CLAUSE CAREFULLY SINCE IT LIMITS ILLUVIUM’S LIABILITY TO YOU.
4.7.1: BY USING THE INTERFACE AND ACCESSING/CONSUMING/PARTICIPATING IN THE ILLUVIUM DAO ACTIVITIES (DEFINED IN THESE TERMS ABOVE AND WHICH INCLUDES THE PURCHASE OF DIGITAL AND PHYSICAL GOODS), YOU HEREBY ACKNOWLEDGE AND AGREE THAT WE ARE PROVIDING THE INTERFACE AND ILLUVIUM DAO ACTIVITIES ON AN "AS IS", "AS AVAILABLE" AND "WITH ALL DEFAULTS" BASIS, WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED.
4.7.2: WITHOUT LIMITING THE FOREGOING, AND TO THE EXTENT PERMITTED BY LAW, ILLUVIUM EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES AND CONDITIONS OF ANY KIND INCLUDING ANY WARRANTY OR CONDITION OF MERCHANTABILITY, TITLE, ACCURACY, COMPLETENESS, UNINTERRUPTED, VIRUS-FREE OR ERROR-FREE SERVICE, FITNESS FOR A PARTICULAR PURPOSE, QUIET ENJOYMENT, NON-INFRINGEMENT, AND ANY WARRANTIES ARISING OUT OF COURSE OF DEALING OR TRADE USAGE.
4.7.3: TO THE MAXIMUM EXTENT PERMITTED BY LAW, ILLUVIUM MAKE NO CLAIM, REPRESENTATIONS OR WARRANTIES WITH RESPECT TO, AND EXPRESSLY DISCLAIM ALL LIABILITY:
i) FOR YOUR USE OF OUR INTERFACE;
ii) FOR YOUR USE OF, OR PARTICIPATION IN ILLUVIUM DAO ACTIVITIES (INCLUDING BUT NOT LIMITED TO YOUR PARTICIPATION IN SALES OR AUCTIONS FOR THE PURCHASE OF DIGITAL AND PHYSICAL GOODS, AS APPLICABLE);
iii) FOR THE INFORMATION, PRODUCTS AND/OR MATERIALS CONTAINED ON OR ACCESSED VIA OUR INTERFACE, INCLUDING IN PARTICULAR OUR WEBSITE (INCLUDING DLT CONTRACTS AND NFTS AVAILABLE THROUGH IT);
iv) AS A RESULT OF THE INACCESSIBILITY OF OUR INTERFACE OR THE ILLUVIUM DAO ACTIVITIES (OR ANY ONE, OR PART OF THEM) MADE AVAILABLE TO YOU THROUGH THE INTERFACE, AND/OR THE FACT THAT CERTAIN INFORMATION OR MATERIALS CONTAINED ON/WITHIN THE INTERFACE OR THE ILLUVIUM DAO ACTIVITIES ARE INCORRECT, INCOMPLETE, INSECURE, UNSTABLE, UNRELIABLE OR NOT UP-TO-DATE;
v) FOR PRODUCTS, SERVICES, INFORMATION, PROGRAMMING, AND ANYTHING ELSE PROVIDED BY A THIRD PARTY (INCLUDING BUT NOT LIMITED TO THIRD PARTY SOFTWARE) THAT IS ACCESSIBLE TO YOU THROUGH THE INTERFACE OR AS PART OF YOUR PARTICIPATION IN, ACCESS OR USE OF THE ILLUVIUM DAO ACTIVITIES;
vi) FOR ANY ACTS OR OMISSIONS OF ANY THIRD PARTIES (INCLUDING MALICIOUS ACTORS THAT MAY EXPLOIT ANY PART OF THE ILLUVIUM INTERFACE OR DLT CONTRACTS), OR YOUR TRANSACTIONS OR ANY OTHER INTERACTION WITH ANY SUCH THIRD PARTIES OR THIRD-PARTY SOFTWARE;
vii) FOR THE QUALITY OR CONDUCT OF ANY THIRD PARTY YOU ENCOUNTER IN CONNECTION WITH YOUR USE OF THE INTERFACE OR ILLUVIUM DAO ACTIVITIES;
viii) FOR ANY DLT CONTRACT OR RELATED FAILURES, RISKS, OR UNCERTAINTIES ASSOCIATED WITH THE ETHEREUM BLOCKCHAIN SUCH AS FORKS, TECHNICAL NODE ISSUES, REPUDIATED TRANSACTIONS, MIGRATIONS AND UPDATES OR ANY OTHER ISSUES CAUSING LOSSES;
ix) FOR USER ERROR SUCH AS FORGOTTEN PASSWORDS OR SEED PHRASES AND YOUR STANDARDS OF PERSONAL SECURITY THAT MEAN YOU LOSE CONTROL OF YOUR WALLET (E.G. METAMASK WALLET) AND/OR THE TOKENS OR DIGITAL ASSETS DISPLAYED THEREIN,
AND YOU AGREE THAT TO THE MAXIMUM EXTENT PERMITTED BY LAW, WE WILL NOT BE LIABLE TO YOU UNDER ANY THEORY OF LIABILITY. WITHOUT LIMITING THE FOREGOING, YOU AGREE THAT, TO THE MAXIMUM EXTENT PERMITTED BY LAW, ILLUVIUM AND ITS AFFILIATED ENTITIES WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, OR EXEMPLARY DAMAGES, LOSS OF PROFITS AND ANY OTHER FORM OF ECONOMIC LOSS, BUSINESS INTERRUPTION, REPUTATIONAL HARM, OR LOSS OF DATA (EVEN IF FORESEEABLE) ARISING OUT OF OR IN ANY WAY CONNECTED WITH YOUR USE OF, OR INABILITY TO USE, THE INTERFACE OR ANY OF THE ILLUVIUM DAO ACTIVITIES.
4.7.4: YOUR SOLE REMEDY FOR DISSATISFACTION WITH THE INTERFACE AND ILLUVIUM DAO ACTIVITIES IS TO CEASE USE OF THE INTERFACE AND THE ILLUVIUM DAO ACTIVITIES. SOME JURISDICTIONS DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES OR EXCLUSIONS OF LIABILITY FOR CERTAIN TYPES OF DAMAGES. AS A RESULT, THE ABOVE LIMITATIONS AND EXCLUSIONS MAY NOT APPLY TO YOU IN WHOLE OR IN PART. TO THE EXTENT THAT ANY LIABILITY THAT CANNOT LAWFULLY BE LIMITED, ILLUVIUM’S (AND ITS AFFILIATES’) LIABILITY FOR DAMAGED UNDER THESE TERMS SHALL IN ALL CASES BE LIMITED TO, AND UNDER NO CIRCUMSTANCES SHALL EXCEED:
i) IN THE CASE OF DIGITAL GOODS - TOKEN PURCHASES AT FIRST INSTANCE), THE NUMBER OF TOKENS AT ISSUE OR THE RELEVANT FIAT OR DIGITAL CURRENCY EQUIVALENT OF THE NUMBER OF TOKENS AT ISSUE, AFTER DEDUCTING ALL COSTS, FEES AND LIABILITIES INCURRED BY OR ON BEHALF OF ILLUVIUM (AS CONVERTED INTO THE RELEVANT TOKEN UNITS OR DIGITAL OR FIAT CURRENCY, AS APPLICABLE);
ii) IN THE CASE OF DIGITAL GOODS - NFT PURCHASES, THE RELEVANT FIAT OR DIGITAL CURRENCY PRICE PAID FOR THE NFT PURCHASE AT FIRST INSTANCE, AFTER DEDUCTING ALL COSTS, FEES AND LIABILITIES INCURRED BY OR ON BEHALF OF ILLUVIUM (AS CONVERTED INTO THE RELEVANT TOKEN UNITS OR FIAT OR DIGITAL CURRENCY, AS APPLICABLE);
iii) IN THE CASE OF PHYSICAL GOODS, THE RELEVANT PRICE DENOMINATED IN FIAT CURRENCY OR UNITS OF CRYPTO-TOKENS PAID FOR THE GOODS AT FIRST INSTANCE, AFTER DEDUCTING ALL COSTS, FEES AND LIABILITIES INCURRED BY OR ON BEHALF OF ILLUVIUM (AS CONVERTED INTO THE RELEVANT FIAT CURRENCY OR CRYPTO-TOKEN UNITS, AS APPLICABLE).
4.7.5: THE RELEVANT TIME JUNCTURE FOR DETERMINING THE CONVERSION RATE FOR THE CAPPED QUANTUM OF RECOVERY AVAILABLE TO YOU UNDER CLAUSE 4.7.4 IS AT THE TIME OF PURCHASE.
4.7.6: YOU AGREE TO DEFEND, INDEMNIFY AND HOLD HARMLESS ILLUVIUM, ITS MEMBERS, CONTRIBUTORS, AFFILIATES, LICENSORS AND SERVICE PROVIDERS AND OUR RESPECTIVE OFFICERS, DIRECTORS, CONTRIBUTORS, CONTRACTORS, AGENTS, LICENSORS, SUPPLIERS, SUCCESSORS AND ASSIGNS FROM AND AGAINST ANY CLAIMS, LIABILITIES, DAMAGES, JUDGMENTS, AWARDS, LOSSES, COSTS, EXPENSES OR FEES (INCLUDING REASONABLE ATTORNEYS’ FEES) ARISING OUT OF OR RELATING:
i) TO YOUR VIOLATION OF THESE TERMS OR USE OF THE INTERACE AND ANY OF ITS FEATURES, USE OF OR PARTICIPATION IN THE ILLUVIUM DAO ACTIVITES OR CONTENT, OTHER THAN AS EXPRESSLY AUTHORISED IN THESE TERMS; AND
ii) ONLY TO THE EXTENT THAT WE CANNOT LIMIT OR EXCLUDE OUR LIABILITY UNDER APPLICABLE LAWS, TO:
YOUR USE, OF OUR INTERFACE AND ANY OF ITS FEATURES;
YOUR USE OF OR RELIANCE ON THE CONTENT, OR OF ANY INFORMATION OBTAINED FROM THE INTERFACE OR ANY OF OUR SOCIAL MEDIA, PRINT OR DIGITAL PUBLICATIONS;
YOUR USE OF OR PARTICIPATION IN THE ILLUVIUM DAO ACTIVITIES (INCLUDING BUT NOT LIMITED TO YOUR PARTICIPATION IN SALES OR AUCTIONS FOR THE PURCHASE OF DIGITAL AND PHYSICAL GOODS, AS APPLICABLE);
iii) TO ANY OTHER PARTY’S ACCESS AND USE OF THE INTERFACE, THE ILLUVIUM DAO ACTIVITES OR CONTENT WITH YOUR ASSISTANCE OR BY USING ANY DEVICE OR ACCOUNT THAT YOU OWN OR CONTROL
4.8 Reserved Rights
We reserve the right to restrict, suspend or terminate without notice your access to our Interface, and all or any one of or any part of the Illuvium DAO Activities, any Content, or any other feature of the aforementioned at any time without notice and we will not be responsible for any loss, cost, damage or liability that may arise as a result. We reserve the right, in our sole and absolute discretion, to amend, modify, alter or supplement the DLT contracts accessible through the Illuvium Interface or through which the Illuvium DAO Activities or Content are provided from time to time.
4.9 Taxation
Overview: Illuvium acknowledges that the tax treatment of token activities can vary depending on your country of tax residence and nature of activities. In addition, you are responsible for ensuring you are compliant with the tax laws relevant to your ownership, purchase and trade in Illuvium Tokens and for keeping your own records that are sufficient for you to determine the tax treatment of your activities in relation to your involvement with the Illuvium ecosystem.
Goods and Services Tax (GST) & Value Added Tax (VAT): Your purchase and sale of Illuvium digital or physical goods may be subject to consumer goods or services purchase tax such as GST or VAT or other similar or equivalent tax, as applicable). All prices quoted in Sales or Auctions are treated as inclusive of any applicable GST, VAT or other equivalent or similar tax to the extent any such tax is applicable. All prices quoted by persons using the Illuvium website for secondary market sales will be responsible for specifying whether the prices are quoted as inclusive or exclusive of any applicable GST, VAT or other equivalent or similar tax as well as any tax obligations applicable to that person such as a requirement to issue a tax invoice to the purchaser and collect information about the purchaser. To the extent that any tax authority considers that GST, VAT or other equivalent or similar tax applies to your purchase and sale of Illuvium digital or physical goods, whether or not on the Illuvium Interface, via the Illuvium DAO Activities (or otherwise through our services or a component thereof), then you are responsible for meeting any amount of GST, VAT or other equivalent or similar tax and any associated penalties or interest for late payment.
4.10 Disputes & Governing law
These Terms and your use of the Interface, use of or participation in the Illuvium DAO Activities and Content shall be governed by the UNIDROIT Principles of international Commercial Contracts (2016) (Principals) and with respect to issues not covered by the Principles, by generally accepted principles of international commercial law, failing which the applicable laws and regulations in force in England and Wales shall apply.
Any dispute, controversy or claim arising out of, relating to, or in connection with the your use of or participation in the Interface, the Illuvium DAO Activities, the Content, or in connection with these Terms, including disputes arising from your purchase from us of digital or physical goods, or concerning the interpretation, violation, invalidity, non-performance, or termination of these Terms, or whether the claims asserted are arbitrable shall be finally resolved by binding arbitration in accordance with the JAMS International Arbitration Rules, which rules are deemed to be incorporated in this clause. The seat of the arbitration shall be in Dubai or Sydney, and determined at our sole discretion. The Tribunal shall consist of one arbitrator. The language of the arbitration shall be English. The Tribunal shall have the power to rule on any challenge to its own jurisdiction or to the validity or enforceability of any portion of the agreement to arbitrate.
Nothing in this clause shall affect the statutory rights you have as a consumer, under the consumer law relevant and applicable to you.
PLEASE READ THE FOLLOWING CLAUSES CAREFULLY AS THEY MAY SUBSTANTIALLY AFFECT YOUR LEGAL RIGHTS, INCLUDING YOUR RIGHT TO FILE A LAWSUIT.
Initial dispute resolution: We are available by email at [generic complaints contact email] to address any concerns you may have about the Interface, Illuvium DAO Activities and Content. Most concerns may be quickly resolved by contacting us. YOU AGREE TO USE BEST EFFORTS TO SETTLE ANY DISPUTE, CLAIM, QUESTION OR DISAGREEMENT DIRECTLY THROUGH CONSULTATION AND GOOD FAITH NEGOTIATIONS WITH US, WHICH SHALL BE A PRECONDITION TO EITHER PARTY INITIATING A LAWSUIT OR ARBITRATION.
Waiver of class or consolidated actions: ALL CLAIMS AND DISPUTES MUST BE ARBITRATED OR LITIGATED ON AN INDIVIDUAL BASIS AND NOT ON A CLASS BASIS. CLAIMS OF MORE THAN ONE CUSTOMER OR USER CANNOT BE ARBITRATED OR LITIGATED JOINTLY OR CONSOLIDATED WITH THOSE OF ANY OTHER CUSTOMER OR USER.The arbitral tribunal may not consolidate more than one person’s claims and may not otherwise preside over any form of a representative or class proceeding. In the event the prohibition on class arbitration is deemed invalid or unenforceable, then its remaining portions will remain in force.
Limitation on time to file claims: Except where we may not lawfully impose a bar to action, any cause of action or claim you may have arising out of or relating to these terms or your use of the Interface or Illuvium DAO Activities MUST BE COMMENCED WITHIN ONE YEAR AFTER THE CAUSE OF ACTION ACCRUES OR OTHERWISE SUCH CAUSE OR ACTION OR CLAIM IS PERMANENTLY BARRED.
4.11 Amendment to Terms & Disputes
Any changes to the dispute resolution provisions in the course of updating these Terms will not apply to any disputes for which the parties have actual notice before the date the change is posted on the Website
4.12 Priority
In the event of any inconsistency, these Terms must be interpreted in accordance with the following order of priority: the General Terms, then the terms of Annexures, then any other documents or information incorporated by reference to these Terms.
4.13 Terms to be interpreted in accordance with clear commercial purposes:
These Terms are to be interpreted in accordance with its clear commercial purposes. These Terms are not to be read literally if that would produce a result clearly contrary to those purposes.
4.14 Severability
Each provision of these Terms is individually severable. If a clause or part of a clause of these Terms can be read in a way that makes it illegal, unenforceable or invalid, but can also be read in a way that makes it legal, enforceable and valid, it must be read in the latter way. If any clause or part of a clause is illegal, unenforceable or invalid, that clause or part is to be treated as removed from this agreement, but the rest of this agreement is not affected.
Purchasing ILV tokens to participate in Illuvium DAO governance
ILV is the governance and utility token for the Illuvium DAO, which is an ERC-20 standard fungible token minted on the Ethereum blockchain. There will only ever be a maximum, finite supply of 10,000,000 ILV tokens. The supply reduces when a person participating in the Staking Program chooses to receive their accrued staking rewards with sILV2 tokens instead of waiting until ILV token rewards vest, which burns the corresponding amount of ILV token rewards accrued.
ILV tokens can be purchased on centralised token exchanges (CenEX) and decentralised token exchanges (DEXs), won, or earned through the Staking Program. Whilst a person can purchase ILV tokens on CenEXs and DEXs, these Terms only cover your holding and use of ILV tokens as part of Illuvium DAO Activities. You are required to read and understand the applicable terms of each CenEX and DEX if purchasing or dealing with ILV tokens at those venues.
ILV tokens were initially launched and distributed across three token distribution events from 1 December 2020 to 2 April 2021. From 30 March 2021 to 2 April 2021, 1,000,000 ILV tokens were distributed to the public in a Balancer Liquidity Bootstrapping Pool. Prior to the public sale, 5,000,000 ILV tokens were distributed privately to pre-seed and seed customers, the core contributor team, and the Illuvium DAO Treasury.
After the launch and initial public token distribution, 4,000,000 ILV will be distributed through rewards.
Ownership of Illuvium Tokens (including ILV tokens) confers membership in the Illuvium DAO, which includes the ability to participate in Illuvium’s prevailing model of decentralised governance. Iluvium’s prevailing model of decentralised governance includes use of ILV to vote on Illuvium Council nominees. Ownership of Illuvium Tokens (including ILV) does not confer ownership of any part of the Illuvium DAO Treasury, which includes items in the treasury wallet or wallets from time to time held for the benefit and sustainability of the Illuvium ecosystem. Mere ownership of any Illuvium Token (including ILV) does not constitute participation in or a relationship of partnership, joint venture or employment in any broad or narrow construction of the Illuvium DAO.
Staking Program
The Staking Program was announced in the original Illuvium Documentation published in late 2020, and commenced thereafter, when the DLT Contracts were deployed to the Ethereum blockchain.
Staking rewards are being released over 3 years, and began releasing on 1 July 2022. A fixed number of 3,000,000 ILV tokens were set aside for release as staking rewards.
Under the Staking Program, a person who holds ILV tokens or ETH-ILV LP tokens can stake their ILV tokens or ETH-ILV LP tokens, respectively, by connecting their wallet to the relevant DLT Contract through the Staking webpage of the Illuvium Interface (https://staking.illuvium.io). Whilst a person can connect their wallet to the relevant DLT Contract via other interfaces such as Etherscan.io, these Terms only cover your access to the Illuvium DAO Activity of Staking if you access via the relevant DLT Contracts via the Illuvium Interface.
When ILV tokens or ETH-ILV LP tokens are staked, the token type and balance staked is mapped as coming from the tokenholder’s public address to the relevant staking DLT Contract address and can only be withdrawn to the original tokenholder’s public address. The balance of ILV or ETH-ILV LP tokens in the relevant staking DLT Contract is updated by a blockchain transaction to record an increase in balance to represent the staker’s instruction. It is intended that the token holder remains absolutely entitled to, and maintains beneficial ownership of, staked units of ILV or ETH-ILV LP tokens at all times.
The two core pools are the ILV pool and the ILV/ETH pool. The pools differ in what tokens are staked, the pool weight and the risks. The pool with higher weight will receive more tokens from staking rewards. Upon staking, a token holder can optionally lock their ILV tokens or ETH-ILV LP tokens for a period of up to 12 months. By increasing the lock duration, the token weight changes to a maximum of 2. The higher the pool weight and the number of tokens staked, the higher the token reward will be.
Tokens earned through the Staking Program will only be distributed after a time-based vesting period. Until tokens vest, they are ‘locked’ in the ILB pool for 12 months and count toward the earning of new tokens at a token weight of 2. Instead of vesting, stakers have the option to claim rewards immediately as sILV2 which can be used for purchases of Illuvium Game NFTs and in-game purchases. The sILV2 is minted at the time of claiming sILV2 and the equivalent number of ILV is burned (i.e. destroyed). This has the effect of permanently reducing the overall supply of ILV tokens.
The staking DLT Contracts were exploited in early 2022 and as a result all circulating sILV has been derecognised and sILV2 is the official token.
For disclosure of risks please refer to Master Terms cl.3.0: Important Warning and Key Risks.
NFT Ownership, Sales & Auction Rules
Ownership
NFT ownership and licensing: Subject to any Specific Terms, all NFTs purchased by Buyers and Subsequent NFT Buyers are subject to the Illuvium Intellectual Property License (Illuvium License) set out in these Terms.
All Buyers and Subsequent NFT Buyers agree to purchase the NFT subject to the conditions of the Illuvium Licence and any Specific Terms. Although an NFT is owned by a Buyer or Subsequent NFT Buyer, the artwork linked to the token is licensed pursuant to the Illuvium License and these Terms, and not transferred or sold to such owner. “Own” and “Ownership” mean, with respect to an NFT, an NFT that you rightfully and lawfully acquired from a legitimate source and on chain proof establishes the legitimacy of that transaction. For clarity, Buyers and Subsequent NFT Buyers do not secure any legal ownership, right, or title to any copyrights, trademarks, or other intellectual property rights associated with the Content of any NFT or other token that can be generated or received by ownership of the NFT, other than the rights afforded to the Buyer and Subsequent NFT Buyers by the limited Illuvium License granted by these Terms. Illuvium and/or any Originators (referred to herein as Licensor) expressly reserve all rights to copyright in any works linkedto NFTs sold by Auction or Sale on the Illuvium website, including but not limited to the right to reproduce, communicate to the public, prepare derivative works or adaptations, to perform, and to distribute.
NFT Sales & Auctions
Illuvium NFTs are made available for sale for the first time through Sales or Auctions. Sales are for a fixed price and Auctions have a price and distribution dynamic specific to the auction style. Tier 1 to 4 Land NFTs have been sold by Dutch Auction. Tier 5 Land NFTs shall be sold by English Auction. Secondary NFT sales occur on the IlluviDex. Purchases at first instance are made using a MetaMask wallet and Buyers to exposure of Gas Fees. Upon purchase the NFTs are minted to the Buyer’s connected Immutable X wallet. Subsequent purchases may be made on the Illuvidex. Specific Terms and information about a particular Sale or Auction event are made available before the event.
The Illuvium Beyond Set 1 Wave 1 Sale event details are available here.
Specific Terms and information about Illuvidex transactions are available at Annexure 4.
Sale & Auction Definitions:
Auction Price: In a Dutch Auction, the amount of the Starting Price or a Lower Price. In an English Auction, the amount of the highest Bid submitted in an Auction at the Closing Time or at a later time if the Auction Window is extended at our discretion, denominated in sILV2 or ETH and paid by the Successful Bidder in sILV2 or ETH.
Auction Rules: As set out in these Terms and as modified by any Specific Terms
Auction Window: The duration of time between the Opening Time and the Closing Time of an Auction.
Bid: A Participant’s legally binding, non-revocable offer to Illuvium to purchase an NFT, expressed in sILV2 or ETH.
Buyer: The person, persons or entity with the lawful ability to sign transactions through their MetaMask wallet that submitted the Successful Bid in an Auction and pays the Auction Price following the Auction, or that pays the Sale Price.
Closing Time: The time as stated on the Illuvium website, unless shortened or extended at our discretion.
Dutch Auction: From the Opening Time, each Participant can make a Bid for a specific NFT (of Tier 1-4 Land NFTs) at the Starting Price or a Lower Price in either sILV2 or ETH. The price declines at 2.5% per minute for two (2) hours following the Opening Time.
English Auction: Each Participant submits a Bid and may submit a subsequent, higher Bid which cancels the Participant’s existing Bid within the Auction Window. Each time a Bid is submitted the Closing Time of the Auction extends by five (5) minutes. Each Successful Bidder receives the NFT that is the subject of their Bid once Illuvium confirms sufficient sILV2 or ETH is available at the Ethereum public address to pay the Auction Price and either the Bid is accepted at the Closing Time or at the discretion of the prevailing model of Illuvium DAO governance.
Gas Fee: A fee, paid in ETH, for a transaction to be processed on the Ethereum blockchain, which is paid to the Ethereum network and not paid to or determined by Illuvium.
Land Sale: The maximum supply of Land NFTs is 100,000. It is anticipated that Land NFTs will be sold over multiple rounds of Auction. The parameters for each sale of Land NFTs will be announced and decided in advance by the prevailing model of Illuvium DAO governance.
Lower Price: The price that each Participant can make a Bid for (i.e. Tier 1 - 4 Land NFTs) and that will decline at a rate of 2.5% per minute for two (2) hours following the Opening Time.
Opening Time: The time the Auction commences as stated on the Illuvium website, whereby Participants can begin making Bids, unless varied at our discretion.
Participant: A person or persons with the lawful ability to sign transactions through their MetaMask wallet that they connect to the Illuvium website to submit a Bid in an English Auction or in a Dutch Auction in accordance with these Terms, in particular the Auction Rules, and includes actors seeking to influence the result of the Auction.
Sale Price: The amount displayed in sILV2 or ETH on the Illuvium website to Bid on an NFT at Auction or purchase it further to a secondary sale.
Set Price: The amount displayed on the Illuvium website to purchase an NFT that is for Sale (and not Auction) at first instance.
Starting Prices: The stated starting prices for NFTs made available for sale at Auction.
Successful Bidder: With respect to an English Auction, a Participant that has submitted the highest Bid at the Closing Time of the Auction or a Bid above the Reserve Price, and that has a sufficient sILV2 or ETH balance available at their Ethereum public address to pay the Auction Price once the Bid is accepted either at the Closing Time.
Subsequent Buyer: Any person that purchases an NFT from the Buyer further to a secondary sale or acquires from another person that has assumed beneficial ownership of the NFT after the Buyer.
Auction and Sales Rules
Access to Auctions and Sales: You can participate in Auctions and Sales by going to our website and connecting your MetaMask wallet (https://metamask.io/) which requires you to sign the connection transaction.
Bids (i.e., offers to purchase NFTs) can only be made during the Auction Window of an Auction, or period in which a Sale is offered, if you hold sILV2 or ETH at your Ethereum public address.
Bidding: When submitting your Bid, you will be prompted to sign to authorise the Bid but the sILV2 or ETH will remain at your Ethereum public address, no Gas Fee will be incurred and a data record of your Bid amount denominated in sILV2 or ETH as well as your IP address and Ethereum public address will be stored in a secure database controlled by Illuvium.
In Auctions: Participants can only submit one Bid per English Auction at a time. Participants that have already submitted a Bid in an English Auction may submit a higher Bid in that Auction which will cancel the existing Bid. Participants that do not maintain a sufficient sILV2 or ETH balance at their Ethereum public address for the duration of the Auction may have their Bid cancelled during the Auction.
In Sales and Auctions: Participants can submit Bids in multiple Sales and Auctions across the Illuvium website up to the Participant’s sILV2 or ETH balance at their Ethereum public address.
Reserved Auction Rights: Illuvium reserves all rights to end an Auction before the Closing Time or to extend an Auction if the Reserve Price has not been met.
Failed transaction: If you made the Successful Bid but did not maintain a sufficient sILV2 or ETH balance at the time the Illuvium DLT contract called for the sILV2 or ETH balance to trigger the payment of sILV2 or WETH you forfeit the right to purchase the NFT. If you had a sufficient sILV2 or ETH balance and the transaction fails due to network error or other circumstances outside of your control please send an email to support@illuvium.io for support within 24 hours of the Closing Time of the Auction.
Paying the Auction Price or Sale Price: If your Bid is successful to purchase an NFT in a Sale or at the Closing Time of an Auction, and subject to completion of any processes that are applicable to the particular Sale or Auction, or NFT, your sILV2 or ETH will automatically be transferred to the Illuvium DAO Vault (or other nominated address that the prevailing model of Illuvium DAO governance specifies) to pay the Auction Price or Sale Price (as the case may be) and the NFT will be transferred to your Immutable X wallet address. You may need to take additional steps to add the NFT DLT contract to your Immutable X wallet to display the NFT in your Immutable X wallet.
Purchase of NFT: Once the Participant with the Successful Bid pays the Auction Price to Illuvium, or a Participant pays the Sale Price for an NFT, that Participant becomes the NFT Buyer. The purchase occurs when the Buyer authorises or signs a transaction to confirm payment sufficient to cover the Sale Price and applicable Gas Fees.
Failure to pay Auction Price within a reasonable time: Except for the IP address of the device used by a Participant to submit a Bid, a Participant’s Ethereum public address and the Bid amount, no information is collected by Illuvium to be able to identify each Participant or the Participant with a Successful Bid, or a Participant that pays the Sale Price for an NFT. Accordingly, if the Participant with a Successful Bid does not hold sufficient sILV2 or ETH to pay the Auction Price after the Auction and the transaction but you do not send an email to support@illuvium.io for support within the time stipulated, Illuvium reserves all rights to re-list the NFT for Auction or Sale on the Illuvium website and determine other action appropriate such as blocking of access of the Participant for future Auctions or Sales.
Use of third-party software: All Bids made through the Illuvium website are facilitated and run through MetaMask which is a third-party electronic wallet extension (Third-party Extension), and all NFTs are minted using the Immutable X platform (Third-party Platform). The Illuvium website is the interface for an Ethereum-based sale and auction application, which allows each user to interact with the DLT contracts deployed to the Ethereum blockchain to assist with the facilitation of Sales and Auctions. By using a Third-party Extension and a Third-party Platform to access our Services you agree that you are governed by the terms of service and privacy policy for the applicable Third-party Extension and applicable terms for the Third-party Platform. For example, the MetaMask Terms of Service and Privacy Policy are available at (https://metamask.io/terms.html) and (https://metamask.io/privacy.html) respectively, but may be updated from time to time. In addition, the Immutable X Protocol Licence Agreement is available at (https://support.immutable.com/hc/en-us/articles/4404514460303-Immutable-X-Protocol-Licence-Agreement). In connecting your MetaMask wallet to Illuvium’s website, submitting Bids and authorising the payment of the Sale Price or Auction Price in sILV2 or ETH, each transaction is passed on to MetaMask, which completes the transaction on your behalf and the Illuvium NFT is minted to the NFT Buyer’s Immutable X wallet using the Immutable X Protocol.
D1SK Sales
Illuvium D1SKs contain a set of unknown, randomised virtual items for in-game use (Illuvitar NFTs and Accessories). The precise contents of each D1SK is made known upon purchase and opening, not before.
D1SKs are:
Purchased with ETH, SILV2 with CC, DC and fiat transactions supported by our merchant partners;
Age Restricted:You warrant that you are over the age of 18 and if not, access the D1SK with the consent and supervision of your parent or guardian;
Draw/Forge Probability: The draw or forge probability is the rate (also called drop rate) for receiving a particular item in a specific D1SK pack. The drop rate for items sold in Illuvium D1SK packs is fixed. Drop rates are accessible here;
Utility: D1SK contents are not intended to be confined to a single game but may be utilised within the Illuvium game ecosystem comprising Illuvium Overworld, Zero and Arena and future gaming titles produced by Illuvium;
Lawfully Accessed by you: We only offer D1SKs for sale in regions in which they are not regarded gambling products and issuers are required to be licensed. If you are from such a place, you may not access D1SKs.
Disclosures
The following disclosures are made in relation to your D1SK purchase:
Contents Disclosure: Details of minimum specifications for D1SK contents and drop rates per item are set out here;
No Returns: Users who are consumers may enjoy the protection of the provisions of the law of the country in which the consumer has its habitual residence. Save for the operation of laws which cannot be contractually waived, we expressly exclude and you expressly disclaim all rights to refund and return, including users who would otherwise have 14-day return rights;
Liability Disclaimer: To the greatest extent possible we disclaim all liability in respect of the issuance and sale of D1SKs and their contents;
Disclaimer: D1SK Supply: Total supply figures are approximately 100K for standard D1SKs and 20K for Mega D1SKs for the Alpha Wave. The known total supply figure for each D1SK type will be determined only upon conclusion of the sale of all of the D1SKs and shall be published here. Illuvium makes no representation or warranty as to the actual supply figure.
Price Changes: All rights are reserved to change listing or start prices for D1SKS at any time and without notice and without any obligation to refund D1SK purchases made prior to any change.
Use of third-party software:
All Bids and Sales made through the Illuvium website are facilitated and run through MetaMask which is a third-party electronic wallet extension (Third-party Extension), and all NFTs are minted using the Immutable X platform (Third-party Platform). The Illuvium website is the interface for an Ethereum-based sale and auction application, which allows each user to interact with the DLT contracts deployed to the Ethereum blockchain to assist with the facilitation of Sales and Auctions. By using a Third-party Extension and a Third-party Platform to access our Services you agree that you are governed by the terms of service and privacy policy for the applicable Third-party Extension and applicable terms for the Third-party Platform. For example, the MetaMask Terms of Service and Privacy Policy are available at (https://metamask.io/terms.html) and (https://metamask.io/privacy.html) respectively, but may be updated from time to time. In addition, the Immutable X Protocol Licence Agreement is available at (https://support.immutable.com/hc/en-us/articles/4404514460303-Immutable-X-Protocol-Licence-Agreement). In connecting your MetaMask wallet to Illuvium’s website, submitting Bids and authorising the payment of the Sale Price or Auction Price in sILV2 or ETH, each transaction is passed on to MetaMask, which completes the transaction on your behalf and the Illuvium NFT is minted to the NFT Buyer’s Immutable X wallet using the Immutable X Protocol.
Acknowledgements
Participants and Buyers and Subsequent Buyers acknowledge, understand and agree that: A) all NFTs and representations made in relation to the NFTs, the Illuvium game and the Illuvium ecosystem are subject to change by the prevailing model of governance of the Illuvium DAO at any time; B) submitting a Bid constitutes a legally binding, and non-revocable offer to purchase an NFT; C) they bear full responsibility for verifying the legitimacy, authenticity, and legal right to acquire ownership, resell, license or otherwise deal with NFTs they bid on and in the case of a Successful Bid purchase via the Illuvium website; D) NFTs may comprise or may be encumbered by copyright or trademark rights in respect of the NFT or the works it references; E) the price of an NFT purchased on the Illuvium website may have been influenced by activity outside of the control of Illuvium; F) under no circumstances will the operation of all or any portion of the Illuvium website or Sales or Auctions be deemed to create a relationship that includes the provision or tendering of investment, financial, legal, tax or accounting advice; G) Illuvium is not a fiduciary nor owes any duties to any Participant or Buyer or Subsequent Buyers, including the duty to ensure fair pricing of NFTs or to police behaviour in the lead up to and during a Sale or an Auction; H) they are solely responsible for any fees, including any internet connection fees or mobile fees and Gas Fees, that are incurred when accessing the Services, submitting Bids, or paying the Sale Price or Auction Price via the Illuvium website and any third-party software; I) the value of Gas Fees changes, often unpredictably, and is entirely outside of the control of Illuvium or the Illuvium website or DLT contracts and under no circumstances will a contract, agreement, offer, sale, bid, or other transaction on the Illuvium website or DLT contracts 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 Participant; J) Gas Fees are non-refundable under all circumstances; K) they are solely responsible for seeking independent professional legal and tax advice in relation to their participation in a Sale or an Auction and purchase of an NFT if a Successful Bid is made; L) they are solely responsible for any and all sales, use, value-added, royalty withholding taxes and other taxes, duties and assessments now or hereafter claimed or imposed by any governmental authority associated with their use of the Illuvium website and including, without limitation, any taxes that may become payable as the result of their acquisition of an NFT; M) for the avoidance of doubt, the Buyer or any Subsequent Buyer is solely responsible for determining and paying any amount of royalty withholding tax on the Royalty or any other component of the Sale Price or Auction Price to the revenue authority of their jurisdiction of tax residence as an additional amount to the Sale Price or Auction Price; N) all Sale Prices and Auction Prices are quoted exclusively of any applicable Goods and Services Tax or Value Added Tax; O) they solely bear the risk of initiating, interacting with, participating in Sales and Auctions and take full responsibility and liability for the outcome of any transaction they initiate, whether or not the Illuvium website, DLT contracts, third-party software, Participants and other actors behave as expected or intended; P) they understand that blockchain and DLT contract technologies are experimental, speculative and inherently risky and they are willing to accept the risks associated with cryptographic systems such as DLT contracts, the Ethereum blockchain, the Immutable X Protocol, non-fungible tokens, the interplanetary file system and Third-Party Extensions like MetaMask; Q) the Illuvium DLT contracts may be subject to bugs, malfunctions, timing errors, hacking and theft, or changes to the protocol rules of the Ethereum blockchain (i.e., "forks"), which can adversely affect the DLT contracts and may expose you to a risk of total loss, forfeiture of your tokens or digital assets, or lost opportunities to buy and sell tokens or digital assets; R)secondary market sales through the Illuvium website are immediately available after Sales or Auctions on the Illuvium website; S)except for the IP address of the device used to submit a Bid, a Participant’s Ethereum public address and the Bid amount, no information is collected by Illuvium to be able to identify each Participant or the Participant with a Successful Bid and as such, if the Participant with a Successful Bid does not hold sufficient sILV2 or ETH to pay the Auction Price after the Auction, or the Sale Price, Illuvium reserves all rights to re-list the NFT for Sale or Auction; T) Illuvium, the Illuvium website, DLT contracts and the Ethereum blockchain could be impacted by one or more regulatory inquiries, regulatory enforcement actions, or legislative change which could impede or limit the ability of Illuvium to continue to develop the Illuvium website and conduct Sales or Auctions, or which could impede or limit your ability to access or use the Illuvium website or the Ethereum blockchain; and U) all payments to Illuvium by the Participant under these terms shall be made in full without any deduction or withholding (whether in respect of set-off, counter-claim, duties, tax, bank transfer fees, charges or otherwise) unless a deduction or withholding is required by any applicable law, in which event the Participant shall: i) ensure that the deduction or withholding does not exceed the minimum amount legally required; ii) be liable to pay to Illuvium such additional amount that will result in the net amount received by Illuvium being equal to the amount which would have been received had no such deduction or withholding been made; and iii) pay to the relevant tax authority, within the period for payment permitted by any applicable law, the minimum amount of the deduction or withholding required by law.
Representations and warranties
Participants and Buyers and Subsequent Buyers represent and warrant that: A) they are knowledgeable, experienced and sophisticated in using blockchain technology, the Illuvium website, and in initiating Ethereum-based transactions; B)the sILV2 or ETH balance at their Ethereum public address is at least equal to the amount Bid for an NFT; C) they have made enquiries to be satisfied as to the legitimacy, authenticity, and legal right to acquire ownership, resell, license or otherwise deal with NFTs they bid on or purchased via the Illuvium website; D)they have made enquiries to confirm they are eligible and/or not prohibited from submitting Bids in Sales or Auctions and paying the Sale Price or Auction Price to perform the legally binding condition of payment following a Successful Bid in an Auction; E) they will not accept, solicit, offer, Bid, engage with the DLT contracts, or otherwise transact on or off of the Illuvium website with the intent to artificially devalue, inflate, or otherwise deceptively influence, misrepresent, or cause to be misrepresented the price of an NFT or NFT Collection; and F)they will not engage in any unlawful or deceptive conduct that may prevent competitive or fair bidding, artificially inflate or deflate the price of an NFT, simulate demand for an NFT, or any other anti-competitive bidding.
Originators (AKA Artists and Authors of Code)
Acknowledgements
Originators are Illuvium’s dedicated team of artists, authors of code and anyone who is a Core Contributor to the Illuvium Ecoystem and who produces works that are capable of protection as intellectual property of that person.
The Originators involved in Content associated with the Illuvium Game NFTs each acknowledges, understands and agrees that by listing NFTs for Sale or Auction on the Illuvium website or otherwise obtaining (through gameplay, purchase, mint and burn or other activity) an Illuvium Game NFT:
A) they give an express grant of the limited license rights per the Illuvium License to the Buyer and Subsequent Buyers;
B) subject to compliance with applicable laws and regulations, they give an express grant to Illuvium, its affiliates and successors a non-exclusive, world-wide, assignable, sub-licensable, perpetual, and royalty-free license to make copies of, display, perform, reproduce, and distribute Content in relation to the NFTs on any media whether now known or later discovered for the broad purpose of operating, promoting, sharing, developing, marketing, and advertising Illuvium, the Illuvium website, or any other purpose related to Illuvium or its business, including without limitation, the express right to: i) display or perform the Content on the Illuvium website, 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 Content, including without limitation, compilations, collective works, and anthologies; iii) indexing the Content in electronic databases, indexes, catalogues, the DLT contracts, or ledgers; and ix) hosting, storing, distributing, and reproducing one or more copies of the Content within a distributed file keeping system, node cluster, or other database (e.g. IPFS) or causing, directing, or soliciting others to do so;
C) they are prohibited from providing anything to be the subject of an NFT that consists of unlicensed or unauthorized copyrighted content, including any imagery, design, audio, video, human likeness, or other unoriginal content not created, owned or appropriately licenced by the Originator, not authorized for use by the Originator, not in the public domain, or otherwise without a valid claim of fair use;
D)they are responsible for seeking their own professional independent legal advice about NFTs embodying content where the ownership or use rights is unknown or disputed; and
E) they are responsible for seeking their own professional independent legal advice about the legality in all applicable jurisdictions of their Content and personality being associated with NFTs available for Sale or Auction on the Illuvium website and which may be subsequently traded on secondary market platforms beyond the control of the Originator and Illuvium.
Representations and warranties
The Originator represents and warrants that: A) they own all legal rights, titles, and interests in all intellectual property rights to Content available for Sale or Auction on the Illuvium website, including but not limited to copyrights and trademarks; B) as the copyright owner, the Originator enjoys several exclusive rights including the right to reproduce, the right to prepare derivative works, the right to distribute, and the right to display or perform in relation to the Content subject to the IP Covenant signed in respect of Illuvium Content; C) to the extent the Content is not created or owned by the Originator, that the Originator has permission to incorporate that Content in the NFTs listed for Sale or Auction on the Illuvium website and that the listing for auction, display and marketing of the NFT does not violate any agreement, contract or obligation owed to a third party; D) the Content has never before created or sold prior to being made available for Sale or Auction as an Illuvium NFT; and E) they will never create NFTs that are the same or similar to Illuvium NFTs made available for Sale or Auction on the Illuvium website.
Indemnity
Originators agree to indemnify Illuvium and be held liable for any claim against Illuvium arising out of an Originator’s breach of these Terms. Originators hereby release and forever discharge Illuvium from any damages or causes of action resulting from a sale of any of the NFTs produced or contributed to by that Originator occurring after the Originator’s breach of these Terms.
Illuvium License
Subject to any Special Terms that may apply from time-to-time to any NFTs and the rights granted below, Illuvium and/or the Originator (as applicable) expressly grant to the Buyer and Subsequent Buyers a limited, worldwide, non-sublicensable, royalty-free intellectual property license to use and display any intellectual property (including copyright) that resides in the Content for private or domestic purposes.
Buyers and Subsequent Buyers may display the Content: The Buyer’s and Subsequent Buyer’s limited license to display the Content, or perform the Content in the case of audio-visual works, includes, but is not limited to, the right to display or perform the Content privately or publicly: (i) for the purpose of promoting or sharing the Buyer’s or Subsequent Buyer’s purchase, ownership, or interest in the Content, 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 Content; (iii) on third party marketplaces, exchanges, platforms, or applications in association with an offer to sell, or trade, the NFT associated with the Content; and (iv) within decentralised virtual environments, virtual worlds, virtual galleries, virtual museums, or other navigable and perceivable virtual environments, including simultaneous display of multiple copies of the Content within one or more virtual environments.
Buyers and Subsequent Buyers shall not make commercial use of Content: Buyers and Subsequent Buyers have the right to sell, trade, transfer, or use their Illuvium NFTs, but Buyers and Subsequent Buyers may not make “commercial use” of the underlying Content including, for example, by selling copies of the Content, selling access to the Content, selling derivative works embodying the Content, or otherwise commercially exploiting the Content.
Other restrictions on the Buyer’s and Subsequent Buyer’s limited license: The Buyer or Subsequent Buyer agrees that it may not, nor permit any third party, to do or attempt to do any of the foregoing without the Illuvium and/or the Originator’s express prior written consent in each case: (i) modify, distort, mutilate, or perform any other modification to the Content which would be prejudicial to Illuvium or the Originator’s honour or reputation; (ii) use the Content to advertise, market, or sell any third party product or service; (iii) use the Content 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; (iv) incorporate the Content 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 a Buyer’s or Subsequent Buyer’s personal, non-commercial use; (v) sell, distribute for commercial gain, or otherwise commercialize merchandise that includes, contains, or consists of the Content; (vi) attempt to trademark, copyright, or otherwise acquire additional intellectual property rights in or to the Content; (vii) attempt to mint, tokenize, or create an additional cryptographic token representing the same Content, whether on or off of the Illuvium website; (viii) falsify, misrepresent, or conceal the authorship of the Content; or (ix) otherwise utilize the Content for the Buyer’s or Subsequent Buyer’s or any third party’s commercial benefit.
Limited license applies to the current owner of an NFT: The user agrees and acknowledges that the lawful ownership, possession, and title to Content is a necessary and sufficient condition precedent to receiving the limited license rights to the underlying Content provided by these Terms. Any subsequent transfer, dispossession, burning, or another relinquishment of an NFT or the Content will immediately terminate the former owner’s rights and interest in the license or Content as provided by these Terms.
User releases Illuvium from Copyright claims: The Originator and all Buyers and Subsequent Buyers irrevocably release, acquit, and forever discharge Illuvium and its subsidiaries, affiliates, officers, and successors of any liability for direct or indirect copyright or trademark infringement for Illuvium’s use of Content in accordance with these Terms, including without limitation, Illuvium solicitation, encouragement, or request for persons or third parties to host the Content for the purpose of operating a distributed database and Illuvium’s deployment or distribution of a reward, a token, or any other token or digital asset to users or third parties for hosting Content on a distributed database.
Illuvium Right to modify NFTs: Certain NFTs produced by Illuvium are composbile and incorporate multiple elements or features (such as accessories on Illuvitars) into a final design which is represented in the form of a static image. Illuvium reserves the right to modify at its sole discretion and at any time and without notice to you the metadata corresponding to your token.
Rights for specific NFTs:
Land NFTs: ownership of a Land NFTs with Element Sites and / or Fuel Sites (as those terms are defined here) provides the right to generate Elements and /or Fuel, respectively.
Illuvitar Co-Branded NFTs and NFT Collections: From time to time Illuvium collaborates with leading game and web3 brands (Cobranded Illuvitar Partner(s)) to produce limited edition collections that bear the registered and/or unregistered trade mark(s) of a Cobranded Illuvitar Partner. Where an Illuvitar Collection bears the trademarks or other intellectual property of a Cobranded Illuvitar Parnter, that partner may impose additional terms and conditions to the purchase and use of the Cobranded NFT. You may not purchase the NFT unless you agree to abide by these and any additional terms set by the Cobranded Illuvitar Partner. In all circumstances the usage of the Cobranded NFT is limited to personal, non-commercial use only.
Illuvidex
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Illuvium Games
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Illuvium Marketing (events, giveaways & promotions)
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