Decentraland

Terms of Use

1. Acceptance of Terms

Metaverse Holdings Ltd. (“Decentraland”) provides the Decentraland applications, which with and any other features, tools and/or materials offered from time to time by Decentraland are referred to herein as the “DCL Client”. Please read these Terms of Use (the “Terms” or “Terms of Use”) carefully before using the DCL Client. By using or otherwise accessing the DCL Client, you: (1) accept and agree to be bound by these Terms; (2) accept that the DCL Client is still in testing phase and that you use at your own risk, as further explained in Section 2 below; (3) represent that you are old enough to use the DCL Client pursuant to Sections 3 and 9 below; (4) consent to the collection, use, disclosure and other handling of information as described in our Privacy Policy, available here https://decentraland.org/privacy; (5) accept and agree the Content Policy, available here https://decentraland.org/content; and (6) any additional terms, rules and conditions of participation issued by Decentraland from time to time. If you do not agree to the Terms, then you must not access or use the DCL Client.

With respect to the source code of the software of the DCL Client that has been released by Decentraland under an open source license, such software code must be used in accordance with the applicable open source license terms and conditions.

2. Beta Disclaimer and Modification of Terms of Use

The DCL Client is still in testing phase and is provided on an “as is” and “as available” basis and may contain defects and software bugs. You are advised to safeguard important data, property and content, to use caution, and to not rely in any way on the correct or secure functionality or performance of the DCL Client.

Except for Section 17, providing for binding arbitration and waiver of class action rights, Decentraland reserves the right, at its sole discretion, to modify or replace the Terms of Use at any time. The most current version of these Terms will be posted on our Site. You shall be responsible for reviewing and becoming familiar with any such modifications. Use of the DCL Client by you after any modification to the Terms constitutes your acceptance of the Terms of Use as modified.

3. Eligibility

You hereby represent and warrant that you are fully able and competent to enter into the terms, conditions, obligations, affirmations, representations and warranties set forth in these Terms and to abide by and comply with these Terms. Decentraland is a global platform and by accessing the Content or DCL Client, you are representing and warranting that, you are of the legal age of majority in your jurisdiction as is required to access such DCL Client and Content and enter into arrangements as provided by the DCL Client. You further represent that you are otherwise legally permitted to use the DCL Client in your jurisdiction including owning cryptographic tokens of value, and interacting with the DCL Client or Content in any way. You further represent you are responsible for ensuring compliance with the laws of your jurisdiction and acknowledge that Decentraland is not liable for your compliance or failure to comply with such laws.

4. Account Access and Security

Access to the DCL Client is provided via a third party private key manager selected by you (e.g., a Web3 Provider, Metamask, a USB interface for Ledger Wallet, the Mist browser, or other). Security and secure access to each account in the DCL Client is provided solely by the third party private key manager you select to administer your private key. You and the third party private key manager you select are entirely responsible for security related to access of the DCL Client. Decentraland bears no responsibility for any breach of security or unauthorized access to your account (the “Account”). You are advised to: (a) avoid any use of the same password with your selected third party private key manager that you have ever used outside of the third party private key manager; and (b) keep your password and any related secret information secure and confidential and do not share them with anyone else.

You are solely responsible for all activities conducted through your Account whether or not you authorize the activity (except to the extent that activities occur because someone gains access to our system without using your identifiers and password). In the event that fraud, illegality or other conduct that violates this Agreement is discovered or reported (whether by you or someone else) that is connected with your Account, we may terminate your Account (or Accounts) as described in Section 14.

You are solely responsible for maintaining the confidentiality of your password and for restricting access to your devices. You are solely responsible for any harm resulting from your disclosure, or authorization of the disclosure, of your password or from any person’s use of your password to gain access to your Account.

You must immediately notify Decentraland of any unauthorized use of or access to your Account, password, or other breach of security at [email protected], however you accept that due to the nature of the DCL Client, Decentraland will likely be unable to remedy any issues that arise.

We will not be liable for any loss or damage (of any kind and under any legal theory) to you or any third party arising from your inability or failure for any reason to comply with any of the foregoing obligations.

Decentraland cannot and will not be liable for any loss or damage arising from your sharing or other loss of your private key or related information, or any other damage or loss arising from unauthorized access to your Account.

Transactions that take place using the DCL Client are confirmed and managed via the Ethereum blockchain. You understand that your Ethereum public address will be made publicly visible whenever you engage in a transaction using the DCL Client.

5. Representations and Risks

5.1 Disclaimer

You acknowledge and agree that your use of the DCL Client is at your sole risk. The DCL Client is provided on an “AS IS” and “as available” basis, without warranties of any kind, either express or implied, including, without limitation, implied warranties of merchantability, fitness for a particular purpose or non-infringement. You acknowledge and agree that Decentraland has no control over, and no duty to take any action regarding: which users gain access to or use the DCL Client; what effects the DCL Client may have on you; the land you own; how you may interpret or use the DCL Client; or what actions you may take or fail to take as a result of having been exposed to the DCL Client. You release Decentraland from all liability for your inability to access to the DCL Client or any Content therein. Decentraland is not and cannot be responsible for and makes no representations, warranties or covenants concerning any content contained in or accessed through the DCL Client, and Decentraland will not be responsible or liable for the accuracy, copyright compliance, legality or decency of material contained in or accessed through the DCL Client.

5.2 Sophistication and Risk of Cryptographic Systems

By utilizing the DCL Client or interacting with the DCL Client or platform or anything contained or provided therein in any way, you represent that you understand the inherent risks associated with cryptographic systems; and warrant that you have an understanding of the usage and intricacies of native cryptographic tokens, like Ether (ETH) and Bitcoin (BTC), smart contract based tokens such as those that follow the Ethereum Token Standard (https://github.com/ethereum/EIPs/issues/20), Mana (the ERC20 token that allows users to claim parcels of LAND and interact with each other within Decentraland), LAND (the ERC-721 token, associating each LAND parcel’s x and y coordinates with a definition of a parcel’s 3D scene that makes up the larger metaverse) and blockchain-based software systems.

5.3 Risk of Regulatory Actions in One or More Jurisdictions

Decentraland, Mana and ETH could be impacted by one or more regulatory inquiries or regulatory action, which could impede or limit the ability of Decentraland to continue to develop, or which could impede or limit your ability to access or use the DCL Client or Ethereum blockchain. New regulations or policies may materially adversely affect the development of the Decentraland ecosystem, and therefore the potential utility or value of land parcels and Mana.

5.4 Risk of Weaknesses or Exploits in the Field of Cryptography

You acknowledge and agree that cryptography is a progressing field. Advances in code cracking or technical advances such as the development of quantum computers may present risks to cryptocurrencies, the DCL Client, and the DCL Client, which could result in the theft or loss of your cryptographic tokens or property. To the extent possible, Decentraland intends to undertake reasonable measures to update the protocol underlying the DCL Client to account for any advances in cryptography and to incorporate additional security measures that Decentraland should become aware of, but Decentraland does not guarantee or otherwise represent that Decentraland can provide security for the system. By using the DCL Client you acknowledge and agree to undertake these risks.

5.5 Volatility of Crypto Currencies

You acknowledge and agree that Mana, Ether and blockchain technologies and associated currencies tokens, and other assets are highly volatile due to many factors including but not limited to popularity, adoption, speculation, regulation, technology and security risks. You also acknowledge and agree that the cost of transacting on such technologies is variable and may increase at any time causing impact to any activities taking place on the Ethereum blockchain. You acknowledge and agree these risks and represent that Decentraland cannot be held liable for changes and fluctuations in value or increased costs.

5.6 Application Security

You acknowledge and agree that the DCL Client and related applications are software code and are subject to flaws and acknowledge that you are solely responsible for evaluating any code provided by the DCL Client or Content and the trustworthiness of any third-party websites, products, smart-contracts, or Content you access or use through the DCL Client. You further expressly acknowledge and agree that Ethereum applications can be written maliciously or negligently, that Decentraland cannot be held liable for your interaction with such applications and that such applications may cause the loss of property or even identity. This warning and others later provided by Decentraland in no way evidence or represent an on-going duty to alert you to all of the potential risks of utilizing the DCL Client.

5.7 Third Party Providers

Decentraland neither owns nor controls MetaMask, Ledger Wallet, the Mist browser, Google Chrome, the Ethereum network, any Web3 Provider or any other third party site, product, or service that you might access, visit, or use for the purpose of enabling you to use the various features of the DCL Client. We shall not be liable for the acts or omissions of any such third parties, nor shall we be liable for any damage that you may suffer as a result of your transactions or any other interaction with any such third parties.

5.8 Taxes

You are solely responsible for determining what, if any, taxes apply to your land parcel related transactions. Decentraland is not responsible for determining the taxes that apply to your transactions entered through the DCL Client or otherwise involving any land parcel.

5.9 Uses of the DCL Client

You acknowledge and agree that the DCL Client does not store, send, or receive land parcels. This is because land parcels exist only by virtue of the ownership record maintained on the DCL Client’s supporting blockchain in the Ethereum network. Any transfer of land parcel occurs within the supporting blockchain in the Ethereum network, and not within the DCL Client.

5.10 Risks of Digital Currencies

There are risks associated with using an Internet-based currency, including, but not limited to, the risk of hardware, software and Internet connections failure or problems, the risk of malicious software introduction, and the risk that third parties may obtain unauthorized access to information stored within your wallet. You accept and acknowledge that Decentraland will not be responsible for any communication failures, disruptions, errors, distortions or delays you may experience when using the Ethereum network, however caused.

5.11 Risks of Lack of Public Interest

A lack of use or public interest in the creation and development of distributed ecosystems could negatively impact the development of the Decentraland ecosystem, and therefore the potential utility or value of land parcels and Mana.

5.12 Risks of Changes to Ethereum Platform

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

6. Transactions and Feed

6.1 If you elect to purchase, trade, or sell a parcel with or from other users via the DCL Client, any financial transactions that you engage in will be conducted solely through the Ethereum network via MetaMask. We will have no insight into or control over these payments or transactions, nor do we have the ability to reverse any transactions. With that in mind, we will have no liability to you or to any third party for any claims or damages that may arise as a result of any transactions that you engage in via the DCL Client, or any other transactions that you conduct via the Ethereum network or MetaMask.

6.2 Ethereum requires the payment of a transaction fee (a “Gas Fee”) for every transaction that occurs on the Ethereum network. The Gas Fee funds the network of computers that run the decentralized Ethereum network. This means that you will need to pay a Gas Fee for each transaction that occurs via the DCL Client. You accept that the payment of the Gas Fee is inherent to the nature of the Ethereum network and alien to Decentraland or due to the use of the DCL Client.

6.3 You will be solely responsible to pay any and all sales, use, value-added and other taxes, duties, and assessments (except taxes on our net income) now or hereafter claimed or imposed by any governmental authority (collectively, “Taxes”) associated with your use of the DCL Client (including, without limitation, any Taxes that may become payable as the result of your ownership, or transfer of any parcel. Except for income taxes levied on Decentraland, you: (i) will pay or reimburse us for all national, federal, state, local or other taxes and assessments of any jurisdiction, including value added taxes and taxes as required by international tax treaties, customs or other import or export taxes, and amounts levied in lieu thereof based on charges set, services performed or payments made hereunder, as are now or hereafter may be imposed under the authority of any national, state, local or any other taxing jurisdiction; and (ii) shall not be entitled to deduct the amount of any such taxes, duties or assessments from payments made to us pursuant to these Terms.

7. Changes

We may make changes to the Terms from time to time. When we make changes, we will make the updated Terms available through the DCL Client and update the “Last Updated” date at the beginning of these Terms accordingly. Please check these Terms periodically for changes. Any changes to the Terms will apply on the date that they are made, and your continued access to or use of the DCL Client after the Terms have been updated will constitute your binding acceptance of the updates. If you do not agree to any revised Terms, you must not access or use the DCL Client.

8. Children

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

TO ACCESS CERTAIN CONTENTS YOU WILL NEED TO HAVE A MINIMUM AGE AS DETAILED IN OUR CONTENT POLICY.

9. Indemnity

You shall release and indemnify, defend and hold harmless Decentraland and its parents, subsidiaries, affiliates and agencies, as well as the officers, directors, employees, shareholders and representatives of any of the foregoing entities, from and against any and all losses, liabilities, expenses, damages, costs (including attorneys’ fees and court costs) claims or actions of any kind whatsoever arising or resulting from your use of the DCL Client, your violation of these Terms of Use, and any of your acts or omissions. Decentraland reserves the right, at its own expense, to assume exclusive defense and control of any matter otherwise subject to indemnification by you and, in such case, you agree to cooperate with Decentraland in the defense of such matter.

10. DISCLAIMERS

10.1 YOU ACKNOWLEDGE AND AGREE THAT YOU ASSUME FULL RESPONSIBILITY FOR YOUR USE OF THE SITE AND DCL CLIENT. YOU ACKNOWLEDGE AND AGREE THAT ANY INFORMATION YOU SEND OR RECEIVE DURING YOUR USE OF THE SITE AND DCL CLIENT MAY NOT BE SECURE AND MAY BE INTERCEPTED OR LATER ACQUIRED BY UNAUTHORIZED PARTIES. YOU ACKNOWLEDGE AND AGREE THAT YOUR USE OF THE SITE AND DCL CLIENT IS AT YOUR OWN RISK. YOU ACKNOWLEDGE AND AGREE THAT THE DCL CLIENT IS PROVIDED “AS IS” AND “AS AVAILABLE” WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED. RECOGNIZING SUCH, YOU ACKNOWLEDGE AND AGREE THAT, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, NEITHER DECENTRALAND NOR ITS SUPPLIERS OR LICENSORS WILL BE LIABLE TO YOU FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, EXEMPLARY OR OTHER DAMAGES OF ANY KIND, INCLUDING WITHOUT LIMITATION DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER TANGIBLE OR INTANGIBLE LOSSES OR ANY OTHER DAMAGES BASED ON CONTRACT, TORT, STRICT LIABILITY, INFRINGEMENT OF INTELLECTUAL PROPERTY OR THEFT OR MISAPPROPRIATION OF PROPERTY OR ANY OTHER THEORY (EVEN IF DECENTRALAND HAD BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), RESULTING FROM THE SITE OR DCL CLIENT; THE USE OR THE INABILITY TO USE THE SITE OR DCL CLIENT; UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA; STATEMENTS OR CONDUCT OF ANY THIRD PARTY ON THE SITE OR DCL CLIENT; ANY ACTIONS WE TAKE OR FAIL TO TAKE AS A RESULT OF COMMUNICATIONS YOU SEND TO US; HUMAN ERRORS; TECHNICAL MALFUNCTIONS; FAILURES, INCLUDING PUBLIC UTILITY OR TELEPHONE OUTAGES; OMISSIONS, INTERRUPTIONS, LATENCY, DELETIONS OR DEFECTS OF ANY DEVICE OR NETWORK, PROVIDERS, OR SOFTWARE (INCLUDING, BUT NOT LIMITED TO, THOSE THAT DO NOT PERMIT PARTICIPATION IN THE DCL CLIENT); ANY INJURY OR DAMAGE TO COMPUTER EQUIPMENT; INABILITY TO FULLY ACCESS THE SITE OR DCL CLIENT OR ANY OTHER WEBSITE; THEFT, TAMPERING, DESTRUCTION, OR UNAUTHORIZED ACCESS TO, IMAGES OR OTHER CONTENT OF ANY KIND; DATA THAT IS PROCESSED LATE OR INCORRECTLY OR IS INCOMPLETE OR LOST; TYPOGRAPHICAL, PRINTING OR OTHER ERRORS, OR ANY COMBINATION THEREOF; OR ANY OTHER MATTER RELATING TO THE SITE OR DCL CLIENT. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES. ACCORDINGLY, SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.

10.2 DECENTRALAND HEREBY EXPRESSLY DISCLAIMS, WAIVES, RELEASES AND RENOUNCES ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, OR NONINFRINGEMENT.

10.3 WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, WE, OUR SUBSIDIARIES, AFFILIATES, AND LICENSORS DO NOT REPRESENT OR WARRANT TO YOU THAT: (I) YOUR ACCESS TO OR USE OF THE DCL CLIENT WILL MEET YOUR REQUIREMENTS, (II) YOUR ACCESS TO OR USE OF THE DCL CLIENT WILL BE UNINTERRUPTED, TIMELY, SECURE OR FREE FROM ERROR, (III) USAGE DATA PROVIDED THROUGH THE DCL CLIENT WILL BE ACCURATE, (III) THE DCL CLIENT OR ANY CONTENT, SERVICES, OR FEATURES MADE AVAILABLE ON OR THROUGH THE DCL CLIENT ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS, OR (IV) THAT ANY DATA THAT YOU DISCLOSE WHEN YOU USE THE DCL CLIENT WILL BE SECURE.

10.4 YOU ACCEPT THE INHERENT SECURITY RISKS OF PROVIDING INFORMATION AND DEALING ONLINE OVER THE INTERNET, AND AGREE THAT WE HAVE NO LIABILITY OR RESPONSIBILITY FOR ANY BREACH OF SECURITY UNLESS IT IS DUE TO OUR GROSS NEGLIGENCE.

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

10.6 LAND PARCELS ARE INTANGIBLE DIGITAL ASSETS THAT EXIST ONLY BY VIRTUE OF THE OWNERSHIP RECORD MAINTAINED IN THE ETHEREUM NETWORK. ALL SMART CONTRACTS ARE CONDUCTED AND OCCUR ON THE DECENTRALIZED LEDGER WITHIN THE ETHEREUM PLATFORM. WE HAVE NO CONTROL OVER AND MAKE NO GUARANTEES OR PROMISES WITH RESPECT TO THE OWNERSHIP RECORD OR SMART CONTRACTS.

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

11. LIMITATION ON LIABILITY

11.1 YOU UNDERSTAND AND AGREE THAT WE, OUR SUBSIDIARIES, AFFILIATES, AND LICENSORS WILL NOT BE LIABLE TO YOU OR TO ANY THIRD PARTY FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES WHICH YOU MAY INCUR, HOWSOEVER CAUSED AND UNDER ANY THEORY OF LIABILITY, INCLUDING, WITHOUT LIMITATION, ANY LOSS OF PROFITS (WHETHER INCURRED DIRECTLY OR INDIRECTLY), LOSS OF GOODWILL OR BUSINESS REPUTATION, LOSS OF DATA, COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, OR ANY OTHER INTANGIBLE LOSS, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

11.2 YOU AGREE THAT OUR TOTAL, AGGREGATE LIABILITY TO YOU FOR ANY AND ALL CLAIMS ARISING OUT OF OR RELATING TO THESE TERMS OR YOUR ACCESS TO OR USE OF (OR YOUR INABILITY TO ACCESS OR USE) ANY PORTION OF THE DCL CLIENT, WHETHER IN CONTRACT, TORT, STRICT LIABILITY, OR ANY OTHER LEGAL THEORY, IS LIMITED TO THE GREATER OF (A) THE AMOUNTS YOU ACTUALLY PAID US UNDER THESE TERMS IN THE 12 MONTH PERIOD PRECEDING THE DATE THE CLAIM AROSE, OR (B) $100.

11.3 YOU ACKNOWLEDGE AND AGREE THAT WE HAVE MADE THE DCL CLIENT AVAILABLE TO YOU AND ENTERED INTO THESE TERMS IN RELIANCE UPON THE WARRANTY DISCLAIMERS AND LIMITATIONS OF LIABILITY SET FORTH HEREIN, WHICH REFLECT A REASONABLE AND FAIR ALLOCATION OF RISK BETWEEN THE PARTIES AND FORM AN ESSENTIAL BASIS OF THE BARGAIN BETWEEN US. WE WOULD NOT BE ABLE TO PROVIDE THE DCL CLIENT TO YOU WITHOUT THESE LIMITATIONS.

11.4 SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, AND SOME JURISDICTIONS ALSO LIMIT DISCLAIMERS OR LIMITATIONS OF LIABILITY FOR PERSONAL INJURY FROM CONSUMER PRODUCTS, SO THE ABOVE LIMITATIONS MAY NOT APPLY TO PERSONAL INJURY CLAIMS.

12. Proprietary Rights

12.1 All title, ownership and Intellectual Property Rights in and to the DCL Client are owned exclusively by Decentraland or its licensors. You acknowledge and agree that the DCL Client contains proprietary and confidential information that is protected by applicable intellectual property and other laws. Except as expressly authorized by Decentraland in Section 13, you agree not to copy, modify, rent, lease, loan, sell, distribute, perform, display or create Derivative Works based on the DCL Client, in whole or in part. Decentraland’s exclusive ownership shall include all elements of the DCL Client, and all Intellectual Property Rights therein. The visual interfaces, graphics (including, without limitation, all art and drawings associated with DCL Client), design, systems, methods, information, computer code, software, “look and feel”, organization, compilation of the content, code, data, and all other elements of the DCL Client (collectively, the “Decentraland Materials”) are owned by Decentraland, and are protected by copyright, trade dress, patent, and trademark laws, international conventions, other relevant intellectual property and proprietary rights, and applicable laws. All Decentraland Materials are the copyrighted property of Decentraland or its licensors, and all trademarks, service marks, and trade names contained in the Decentraland Materials are proprietary to Decentraland or its licensors. Except as expressly set forth herein, your use of the DCL Client does not grant you ownership of or any other rights with respect to any content, code, data, or other materials that you may access on or through the DCL Client. We reserve all rights in and to the Decentraland Materials not expressly granted to you in the Terms. For the sake of clarity, you understand and agree: (i) that any “purchase” of a parcel, whether via the DCL Client or otherwise, does not give you any rights or licenses in or to the Decentraland Materials (including, without limitation, our copyright in and to the art and drawings associated with the DCL Client and content therein) other than those expressly contained in these Terms; and (ii) that you do not have the right to reproduce, distribute, or otherwise commercialize any elements of the Decentraland Materials (including, without limitation, our copyright in and to the art and drawings associated with the DCL Client and content therein) in any way without our prior written consent in each case, which consent we may withhold in our sole and absolute discretion.

12.2 You may choose to submit comments, bug reports, ideas or other feedback about the DCL Client, including without limitation about how to improve the DCL Client (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, nonexclusive, worldwide license under all rights necessary for us to incorporate and use your Feedback for any purpose.

12.3 You acknowledge and agree that you are responsible for your own conduct while accessing or using the DCL Client, and for any consequences thereof. You agree to use the DCL Client only for purposes that are legal, proper and in accordance with these Terms and any applicable laws or regulations. By way of example, and not as a limitation, you may not, and may not allow any third party to: (i) send, post, upload, transmit, distribute, disseminate or otherwise make available any Content in violation of our Content Policy, including without limitation, Content that infringes the Intellectual Property Rights of any party and any Content that contains any hate-related or violent content or contains any other material or products that violate or encourage conduct that would violate any criminal laws, any other applicable laws, or any third party rights; (ii) distribute viruses, worms, defects, Trojan horses, spyware, time bombs, cancelbots, corrupted files, hoaxes, or any other items of a destructive or deceptive nature, or that may harvest or collect any data or information about other users without their consent; (iii) impersonate another person (via the use of an email address or otherwise); (iv) use the DCL Client to violate the legal rights (such as rights of privacy and publicity) of others; (v) engage in, promote, or encourage illegal activity (including, without limitation, money laundering); (vi) interfere with other users’ enjoyment of the DCL Client; (vii) exploit the DCL Client for any unauthorized commercial purpose; (viii) post or transmit unsolicited or unauthorized advertising, or promotional materials, that are in the nature of “junk mail,” “spam,” “chain letters,” “pyramid schemes,” or any other similar form of solicitation; (ix) modify, adapt, translate, or reverse engineer any portion of the DCL Client; (x) remove any copyright, trademark or other proprietary rights notices contained in or on the DCL Client or any part of it; (xi) reformat or frame any portion of the DCL Client; (xii) stalk, harass, or engage in any sexual, suggestive, lewd, lascivious, or otherwise inappropriate conduct with minors on the DCL Client; (xiii) use any robot, spider, site search/retrieval application, or other device to retrieve or index any portion of the DCL Client or the Content posted on the DCL Client, or to collect information about its users for any unauthorized purpose; (xiv) use any cheats, hacks, or any other unauthorized techniques or unauthorized third-party software to cheat in any competition or game that may be offered on the DCL Client by other Users, or to otherwise disrupt or modify the DCL Client or the experience of any users on the DCL Client; (xv) create user accounts by automated means or under false or fraudulent pretenses; (xvi) attempt to gain unauthorized access to any other user’s Account, password or Content; or (xvii) access or use the DCL Client for the purpose of creating a product or service that is competitive with our DCL Client.

13. Open Source License

13.1 Grant of Copyright License. Subject to the terms and conditions of this License, each Contributor hereby grants to you a perpetual, worldwide, non-exclusive, no-charge, royalty-free, irrevocable copyright license to reproduce, prepare Derivative Works of, publicly display, publicly perform, sublicense, and distribute the Work and such Derivative Works in Source or Object form.

13.2 Grant of Patent License. Subject to the terms and conditions of this License, each Contributor hereby grants to you a perpetual, worldwide, non-exclusive, no-charge, royalty-free, irrevocable (except as stated in this section) patent license to make, have made, use, offer to sell, sell, import, and otherwise transfer the Work, where such license applies only to those patent claims licensable by such Contributor that are necessarily infringed by their Contribution(s) alone or by combination of their Contribution(s) with the Work to which such Contribution(s) was submitted. If you institute patent litigation against any entity (including a cross-claim or counterclaim in a lawsuit) alleging that the Work or a Contribution incorporated within the Work constitutes direct or contributory patent infringement, then any patent licenses granted to you under this License for that Work shall terminate as of the date such litigation is filed.

13.3 Redistribution. You may reproduce and distribute copies of the Work or Derivative Works thereof in any medium, with or without modifications, and in Source or Object form, provided that you meet the following conditions: (i) modifications to the Work and the Derivative Works thereof shall not infringe Decentraland’s Privacy and Content Policies, nor allow the infringement of said policies or of Section 12.3 above, and require any further Contributor to abide by this limitations; (ii) you must give any other recipients of the Work or Derivative Works a copy of this License; (iii) you must cause any modified files to carry prominent notices stating that you changed the files; (iv) you must retain, in the Source form of any Derivative Works that you distribute, all copyright, patent, trademark, and attribution notices from the Source form of the Work, excluding those notices that do not pertain to any part of the Derivative Works; (v) if the Work includes a “NOTICE” text file as part of its distribution, then any Derivative Works that You distribute must include a readable copy of the attribution notices contained within such NOTICE file, excluding those notices that do not pertain to any part of the Derivative Works, in at least one of the following places: within a NOTICE text file distributed as part of the Derivative Works; within the Source form or documentation, if provided along with the Derivative Works; or, within a display generated by the Derivative Works, if and wherever such third-party notices normally appear. The contents of the NOTICE file are for informational purposes only and do not modify the License. You may add your own attribution notices within Derivative Works that you distribute, alongside or as an addendum to the NOTICE text from the Work, provided that such additional attribution notices cannot be construed as modifying the License.

You may add your own copyright statement to your modifications and may provide additional or different license terms and conditions for use, reproduction, or distribution of your modifications, or for any such Derivative Works as a whole, provided your use, reproduction, and distribution of the Work otherwise complies with the conditions stated in this License.

13.4 Submission of Contributions. Unless explicitly stated otherwise, any Contribution intentionally submitted for inclusion in the Work by you to Decentraland and/or its licensors shall be under the terms and conditions of this License, without any additional terms or conditions. Notwithstanding the above, nothing herein shall supersede or modify the terms of any separate license agreement you may have executed with Decentraland and/or its licensors regarding such Contributions.

13.5 Trademarks. This License does not grant permission to use the trade names, trademarks, service marks, or product names of Decentraland and/or its licensors.

13.6 Disclaimer of Warranty. Unless required by applicable law or agreed to in writing, Decentraland and/or its licensors provide the Work (and each Contributor provides its Contributions) on an “AS IS” BASIS, WITHOUT WARRANTIES OR CONDITIONS OF ANY KIND, either express or implied, including, without limitation, any warranties or conditions of TITLE, NON-INFRINGEMENT, MERCHANTABILITY, or FITNESS FOR A PARTICULAR PURPOSE. You are solely responsible for determining the appropriateness of using or redistributing the Work and assume any risks associated with your exercise of permissions under this License.

13.7 Limitation of Liability. In no event and under no legal theory, whether in tort (including negligence), contract, or otherwise, unless required by applicable law (such as deliberate and grossly negligent acts) or agreed to in writing, shall any Contributor be liable to you for damages, including any direct, indirect, special, incidental, or consequential damages of any character arising as a result of this License or out of the use or inability to use the Work (including but not limited to damages for loss of goodwill, work stoppage, computer failure or malfunction, or any and all other commercial damages or losses), even if such Contributor has been advised of the possibility of such damages.

13.8 Accepting Warranty or Additional Liability. While redistributing the Work or Derivative Works thereof, you may choose to offer, and charge a fee for, acceptance of support, warranty, indemnity, or other liability obligations and/or rights consistent with this License. However, in accepting such obligations, you may act only on your own behalf and on your sole responsibility, not on behalf of any other Contributor, and only if you agree to indemnify, defend, and hold each Contributor harmless for any liability incurred by, or claims asserted against, such Contributor by reason of your accepting any such warranty or additional liability.

14. Links

The DCL Client provides, or third parties may provide, links to other World Wide Web or accessible sites, applications or resources. Because Decentraland has no control over such sites, applications and resources, you acknowledge and agree that Decentraland is not responsible for the availability of such external sites, applications or resources, and does not endorse and is not responsible or liable for any content, advertising, products or other materials on or available from such sites or resources. You further acknowledge and agree that Decentraland shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with use of or reliance on any such content, goods or services available on or through any such site or resource.

15. Termination and Suspension

You shall have a right to terminate your Account at any time by canceling and discontinuing your access to and use of the DCL Client. Decentraland may terminate or suspend all or part of the DCL Client and your Decentraland access immediately, without prior notice or liability. You will not receive any refunds if you cancel your Account, or if these Terms are otherwise terminated. You agree that we, in our sole discretion and for any or no reason, may terminate these Terms and suspend and/or terminate your Account(s) for the DCL Client. You agree that any suspension or termination of your access to the DCL Client may be without prior notice, and that we will not be liable to you or to any third party for any such suspension or termination. If we suspend or terminate your Account due to your breach of these Terms or any suspected fraudulent, abusive, or illegal activity, then termination of these Terms will be in addition to any other remedies we may have at law or in equity. Upon any termination or expiration your Account, whether by you or us, you may no longer have access to information that you have posted on the DCL Client or that is related to your Account, and you acknowledge that we will have no obligation to maintain any such information in our databases or to forward any such information to you or to any third party. Upon termination of your Account, your right to use the DCL Client will immediately cease. The following provisions of these Terms survive any termination of these Terms: REPRESENTATIONS AND RISKS; TRANSACTION AND FEES; INDEMNITY; DISCLAIMERS; LIMITATION ON LIABILITY; PROPRIETARY RIGHTS; LINKS; TERMINATION AND SUSPENSION; NO THIRD PARTY BENEFICIARIES; BINDING ARBITRATION AND CLASS ACTION WAIVER; GENERAL INFORMATION.

16. No Third Party Beneficiaries

You agree that, except as otherwise expressly provided in these Terms, there shall be no third party beneficiaries to the Terms.

If you believe that your Intellectual Property Rights (as this term is defined in the Content Policy) or the Intellectual Property Rights of a person on whose behalf you are authorized to act has been infringed, please provide Decentraland’s Copyright Agent a written Notice containing the following information:

Decentraland’s Copyright Agent can be reached at email: [email protected]

Upon receipt of your notice, Decentraland shall determine if the alleged infraction to the Intellectual Property Right has taken place and shall notify the infringing user. As Decentraland does not control the Content being uploaded by the users, if the user does not accept to withdraw the infringing content, Decentraland may take any of the following measures, (i) block the infringing Content so as to render it inaccessible through the DCL Client (although it could be still accessible through other clients); (ii) terminate the infringing user’s Account. Any further action, claim or remedy against the infringing user must be undertaken by the aggrieved user.

18. BINDING ARBITRATION AND CLASS ACTION WAIVER

PLEASE READ THIS SECTION CAREFULLY – IT MAY SIGNIFICANTLY AFFECT YOUR LEGAL RIGHTS, INCLUDING YOUR RIGHT TO FILE A LAWSUIT IN COURT

18.1 Initial Dispute Resolution

The parties shall use their best efforts to engage directly to settle any dispute, claim, question, or disagreement and engage in good faith negotiations which shall be a condition to either party initiating a lawsuit or arbitration.

18.2 Binding Arbitration

If the parties do not reach an agreed upon solution within a period of 30 days from the time informal dispute resolution under the Initial Dispute Resolution provision begins, then either party may initiate binding arbitration as the sole means to resolve claims, subject to the terms set forth below.

[Specifically, any dispute that is not resolved under the Initial Dispute Resolution provision shall be determined by final and binding arbitration under the London Court of International Arbitration (“LCIA”) Rules, which rules are deemed to be incorporated by reference into this clause. The following shall apply in respect of such arbitration: (i) the number of arbitrators shall be three (one nominated by each party and one nominated by the LCIA); (ii) the decision of the arbitrators will be binding and enforceable against the parties and a judgment upon any award rendered by the arbitrators may be entered in any court having jurisdiction thereto (provided that in no event will the arbitrator have the authority to make any award that provides for punitive or exemplary damages or to award damages excluded by these Terms or in excess of the limitations contained in these Terms); (iii) the seat, or legal place, of arbitration shall be London, England; and (iv) the language to be used in the arbitral proceedings shall be English, any documents submitted as evidence that are in another language must be accompanied by an English translation and the award will be in the English language. Claimants and respondents shall bear its or their own costs of the arbitration, including attorney’s fees, and share equally the arbitrators’ fees and LCIA’s administrative costs. For purposes of cost sharing, all claimants shall be considered one party and all respondents shall be considered one party. The parties shall maintain strict confidentiality with respect to all aspects of any arbitration commenced pursuant to these Terms and shall not disclose the fact, conduct or outcome of the arbitration to any non-parties or non-participants, except to the extent required by applicable Law or to the extent necessary to recognize, confirm or enforce the final award or decision in the arbitration, without the prior written consent of all parties to the arbitration.]

18.3 Class Action Waiver

The parties further agree that any arbitration shall be conducted in their individual capacities only and not as a class action or other representative action, and the parties expressly waive their right to file a class action or seek relief on a class basis. YOU AND DECENTRALAND AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. If any court or arbitrator determines that the class action waiver set forth in this paragraph is void or unenforceable for any reason or that an arbitration can proceed on a class basis, then the arbitration provision set forth above shall be deemed null and void in its entirety and the parties shall be deemed to have not agreed to arbitrate disputes.

18.4 Exception - Litigation of Intellectual Property and Small Court Claims

Notwithstanding the parties’ decision to resolve all disputes through arbitration, either party may bring an action in state or federal court to protect its Intellectual Property Rights. Either party may also seek relief in a small claims court for disputes or claims within the scope of that court’s jurisdiction.

18.5 30-day Right to Opt Out

You have the right to opt-out and not be bound by the arbitration and class action waiver provisions set forth above by sending written notice of your decision to opt-out to the following email address: [email protected]. Your notice must be sent within 30 days of your first use of the DCL Client, otherwise you shall be bound to arbitrate disputes in accordance with the terms of those paragraphs. If you opt-out of these arbitration provisions, Decentraland also will not be bound by them.

18.6 Changes to this Section

Decentraland will provide 60-days’ notice of any changes to this section. Changes will become effective on the 60th day, and will apply prospectively only to any claims arising after the 60th day.

These Terms and the relationship between you and Decentraland shall be governed by the laws of the Cayman Islands, without regard to conflict of law provisions.

For any dispute not subject to arbitration you and Decentraland agree to submit to the exclusive jurisdiction of the courts with seat in the Grand Court of the Cayman Islands. You further agree to accept service of process by mail, and hereby waive any and all jurisdictional and venue defenses otherwise available.

19. General Information

19.1 Entire Agreement

These Terms (and any additional terms, rules and conditions of participation that Decentraland may post on the DCL Client) constitute the entire agreement between you and Decentraland with respect to the DCL Client and supersedes any prior agreements, oral or written, between you and Decentraland. In the event of a conflict between these Terms and the additional terms, rules and conditions of participation, the latter will prevail over the Terms to the extent of the conflict.

19.2 Waiver and Severability of Terms

The failure of Decentraland to exercise or enforce any right or provision of the Terms shall not constitute a waiver of such right or provision. If any provision of the Terms is found by an arbitrator or court of competent jurisdiction to be invalid, the parties nevertheless agree that the arbitrator or court should endeavor to give effect to the parties’ intentions as reflected in the provision, and the other provisions of the Terms remain in full force and effect.

19.3 Statute of Limitations

You agree that regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to the use of the DCL Client or the Terms must be filed within one (1) year after such claim or cause of action arose or be forever barred.

19.4 Section Titles

The section titles in the Terms are for convenience only and have no legal or contractual effect.

19.5 Communications

Users with questions, complaints or claims with respect to the DCL Client may contact us using the relevant contact information set forth above and at [email protected].

20 Definitions

The following definitions shall apply only to Section 13 of the Terms:

Contribution” shall mean any work of authorship, including the original version of the Work and any modifications or additions to that Work or Derivative Works thereof, that is intentionally submitted to Licensor for inclusion in the Work by the copyright owner or by an individual or Legal Entity authorized to submit on behalf of the copyright owner. For the purposes of this definition, “submitted” means any form of electronic, verbal, or written communication sent to the Licensor or its representatives, including but not limited to communication on electronic mailing lists, source code control systems, and issue tracking systems that are managed by, or on behalf of, the Licensor for the purpose of discussing and improving the Work, but excluding communication that is conspicuously marked or otherwise designated in writing by the copyright owner as “Not a Contribution.”

Contributor” shall mean Decentraland and/or any individual or Legal Entity on behalf of whom a Contribution has been received by Licensor and subsequently incorporated within the Work.

Derivative Works” shall mean any work, whether in Source or Object form, that is based on (or derived from) the Work and for which the editorial revisions, annotations, elaborations, or other modifications represent, as a whole, an original work of authorship. For the purposes of this License, Derivative Works shall not include works that remain separable from, or merely link (or bind by name) to the interfaces of, the Work and Derivative Works thereof.

Legal Entity” shall mean the union of the acting entity and all other entities that control, are controlled by, or are under common control with that entity. For the purposes of this definition, “control” means (i) the power, direct or indirect, to cause the direction or management of such entity, whether by contract or otherwise, or (ii) ownership of fifty percent (50%) or more of the outstanding shares, or (iii) beneficial ownership of such entity.

License” shall mean the terms and conditions for the use, reproduction, and distribution of the open source, as defined by Section 13.

Licensor” shall mean the copyright owner or entity authorized by the copyright owner that is granting the License.

Object” form shall mean any form resulting from mechanical transformation or translation of a Source form, including but not limited to compiled object code, generated documentation, and conversions to other media types.

Source” form shall mean the preferred form for making modifications, including but not limited to software source code, documentation source, and configuration files.

Work” shall mean the work of authorship of the DCL Client, made available under the License, as indicated by a copyright notice that is included in or attached to the work.