Terms and Conditions
These terms and conditions ("Terms and Conditions") apply to credits and tokens [The Ecstatic Elephant LLC] ("TEE" or the "Company") makes available for powering certain features on the Rooverse platform, a social media platform operating out of the United Kingdom (the "Platform") (https://www.rooverse.app/terms) in accordance with the Platform Terms of Service as provided therewith.
Each entity has the license and authorities to carry out a specific set of activities for the Transaction (defined in these Terms and Conditions to follow). Each entity provides their activities under a different set of jurisdictional laws, specifically appropriate for that activity. Therefore, while these Terms and Conditions will have a governing law and specific dispute resolution body assigned to it herein, it is important to note that an activity must be carried out by a company in accordance with the governing law which relates to it. It shall be the user's responsibility to ensure that they have familiarized themselves with any additional third-party terms and conditions, the specifics of each credit and/or token and the specifics of the platform to which these relate.
Disclaimer and Risk Factors
The DRs will exist on a specific blockchain (as at that time, the "Blockchain"). It may be the case in the future however, that these DRs are created on a different blockchain. The mentioning of the Blockchain does not impede or inhibit TEE from issuing DRs on other blockchains, in the future. Where this becomes the case, the name of that blockchain shall be substituted for any mention of the Blockchain in these Terms and Conditions automatically. The fact that the DRs have been created on a different blockchain, shall not negate the applicability of these Terms and Conditions to the said DRs.
Notwithstanding the foregoing, TEE does not own or control the Blockchain (or any other blockchain), nor is TEE responsible for the operation of the network upon which (and/or any other technology) is run. TEE makes no guarantees regarding a network's security, functionality and/or availability. Any blockchain may experience backlogs, higher than normal transaction fees, changes to the network, failure, a fork in the protocol and/or some other sort of error. TEE shall not be responsible for any shortcomings of either the Blockchain or network upon which the Blockchain is run. The same shall apply to any other blockchain upon which DRs are created on, in the future. It shall be the User's responsibility to familiarize themselves with the same.
Because the DRs are a product existing on the abovementioned Blockchain, they may not be compatible with all software and/or the technology of third parties and/or third-party service providers. This shall also be true where the standard of the credits or tokens is different. Regardless of what this is however, TEE does not guarantee the security or functionality of any third-party software and/or technology and is not responsible for any losses of the DRs as a result. Users should familiarize themselves with such third-party software and/or technology before using it and should ensure they are familiar with the terms and conditions of such third-party providers.
Please also review the Terms of Services of the Platform for additional factors to take into consideration before proceeding with a Transaction.
Legally Binding Agreement
THESE TERMS AND CONDITIONS ARE A LEGAL CONTRACT BETWEEN THE USER AND TEE/THE COMPANY. THEY SHOULD BE TREATED AS ANY OTHER LEGALLY BINDING AGREEMENT AND THEIR PROVISIONS READ CAREFULLY, ESPECIALLY BECAUSE THESE MAY AFFECT THE USER RIGHTS PERTAINING TO THE DRS, THEIR PROCUREMENT AND/OR THEIR POSSIBLE POWERING OF FEATURES THROUGH THE PLATFORM.
BY ACCESSING THE PLATFORM, PROCURING THE DRS AND/OR USING SUCH DRS TO POWER PLATFORM FUNCTIONALITIES, THE USER IS DEEMED TO HAVE READ, UNDERSTOOD AND AGREED TO BE BOUND BY ALL OF THE TERMS CONTAINED IN THESE TERMS AND CONDITIONS AND THE TERMS OF SERVICE OF THE PLATFORM, IN FULL AND WITHOUT LIMITATION. THE USER MAY NOT PICK AND CHOOSE WHICH TERMS AND CONDITIONS APPLY.
IF THE USER DOES NOT AGREE WITH ALL OF THE TERMS IN THESE TERMS AND CONDITIONS, THE GENERAL TERMS AND CONDITIONS OF THE PLATFORM, THE USER MUST CEASE ALL ACCESS AND USE OF THE PLATFORM AND/OR THE DRS AND SHOULD NOT PARTICIPATE IN THE TRANSACTION AND/OR PROCUREMENT OF ANY DRS ISSUED BY TEE, AS REFERRED TO IN THESE TERMS AND CONDITIONS.
NOTHING IN THESE TERMS AND CONDITIONS AND/OR THE GENERAL TERMS AND CONDITIONS OF THE PLATFORM ARE INTENDED TO CREATE ANY ENFORCEMENT RIGHTS BY THIRD PARTIES.
IF THE HOLDER DOES NOT UNDERSTAND ALL OF THE TERMS IN THESE TERMS AND CONDITIONS AND/OR THE GENERAL TERMS AND CONDITIONS OF THE PLATFORM, THE HOLDER SHOULD CONSULT WITH A LAWYER BEFORE ACCESSING THE PLATFORM AND/OR AVAILING ANY OF DRS FOR THE SERVICES (INCLUDING THE TRANSACTIONS INVOLVING THE DRS FOR THE PLATFORM) BUT AT ALL TIMES, WITH A FINANCIAL ADVISOR TO ASSESS WHETHER THE USER SHOULD PARTAKE IN A TRANSACTION.
The DRs and the Structure they Operate in
"Transaction" for the sake of these Terms and Conditions, is the acquisition of DRs from the Company, which for conformity purposes, states it has been issued by TEE. A DR provides the Holder with the ability to power certain features on the Platform from time to time but shall be stated in the particulars and details provided by the Platform.
The Transaction described above is facilitated through a multi-jurisdictional network of companies. The structure is composed predominantly of two independently operated entities:
- An entity existing under the authority of the United Kingdom, having a license to own and operate the Platform (the "UK Entity"); and
- This entity established in St. Kits and Nevis, which issues the DRs and transacts in them (selling / distributing) with Holders who wish to power certain features on the Platform ("Nevis Issuing Entity" or the "Company").
The structure ensures a clear separation between the technology layer (i.e. the UK Entity) and the entity issuing and selling the DRs (i.e. the Nevis Issuing Entity), while maintaining trust for the DR holders that the rights in the DRs are separate from operational risk, indivisible, and giving them confidence that there is a formed corporate firewall, with each entity operating independently in accordance with its regulatory and commercial constraints, while still holding the other companies accountable at an arms-length-basis, through the use of legal agreements and other regulatory controls.
RooChip Lite is a closed-loop platform credit system owned and operated by the Nevis Entity in accordance with the logic and parameters Rooverse has implemented for the powering of certain functionalities on the Platform. RooChip Lite shall act solely as a wallet and ledger service that stores information regarding the number of RooChip Lites a Holder may have, and powers certain in-app functions. The RooChip Lites shall be credits and shall have no monetary value. As such, they cannot be withdrawn, transferred, or exchanged outside the Platform. RooChip Lite is not a crypto system and does not use wallet addresses or private keys (please see Clauses 4.3 and 4.4 in these Terms and Conditions to follow).
The Transaction
The Transaction itself is conducted through smart contracts whereby the DR(s) shall be made available to Holders upon purchase. This Transaction takes place between the user of the Platform acquiring the DRs for Platform functionality access and the Nevis Issuance Entity (at which point in time, the user becomes a "Holder").
As and when the purchase of a DR is processed between the Holder and the Company, the Company shall automatically make the DRs available in the Holder's in-app wallet.
Where these are credits, the following shall not apply. Where these are tokens however, this in-app wallet shall be provided by a third-party wallet provider who has the license to provide such services, the opening of which shall be facilitated upon verification of a Platform profile. As and when a user is desirous of verifying its profile on the Platform and decides to procure tokens, the user will be required to have a virtual asset wallet, which wallet will be linked to the "wallet" page of the user's profile on the Platform only.
The Platform shall not be the provider of such wallet, but the third-party wallet provider shall provide a means through which the user can establish this wallet, upon choosing to verify their profile and deciding to procure tokens. Upon submitting the necessary information, the third-party wallet provider will process such information and create the wallet for the user, which wallet will be linked to the "wallet" page of the Platform only. As and when a wallet has been linked to this page on a user's profile on the Platform, this page shall function as an API to the wallet. The Platform shall not have access to its contents in any way whatsoever, nor shall the Platform be seen to be acting as a custodian of the consents of this wallet. The Holder is encouraged to familiarize themselves with the terms and conditions of such third-party wallet provider and should always keep private keys safe and secure. For the avoidance of any doubt, the Platform shall not be able to recover any lost wallet-access and/or the contents of these under any circumstances.
The user is not obligated to verify its profile, nor procure DRs (whether credits or tokens). Certain functions of the Platform, however, are only available to Holders, who can choose to avail the DRs for additional Platform functions.
Until the token has been launched, only the credits shall be available. As and when the tokens have been launched, the Company may decide to provide a means through which the Holders can partake in a "swap" whereby they can exchange credits with the Company for tokens. It may also be the case that the Company halts the issuance of credits and only offers tokens, permitting however, the use of both until such time as no credits are further in circulation. In the case of the former, such actions shall be advised to the Holders, as at such time accordingly.
Nevertheless, it is the intention of the parties that the same Platform capabilities be made available to Holders of credits and/or tokens accordingly. Despite the DRs being linked to Platform capabilities, none of the entities mentioned in these Terms and Conditions makes any sort of warranties and/or guarantees in relation to the DRs which are issued, sold, transferred or otherwise, and/or their potential to derive a financial benefit for the Holders.
Parts of the Transaction will be conducted by a third-party having the applicable license to do this. This third party is at the time of these Terms and Conditions, for Transactions conducted via a web platform, Stripe (https://stripe.com/gb/legal/ssa). Users should be aware that Stripe charges a fee of between 1.5% - 3.25%, and where Transactions are completed from a mobile app, both Apple and Google can charge a fee of up to 30%. Users should familiarize themselves with the applicable terms and conditions (and corresponding fees) of any such third-party and ensure they agree to these before proceeding. Where completing a Transaction, the user/Holder shall be deemed to have read, understood, and accepted these in full.
Construct of the DRs
Reason for Procurement
The Holder should understand that the DRs are being issued for a specific and narrowly defined purpose. The issuance is not intended to raise capital for general business operations or speculative investment activity, but rather to support a targeted and consumption-related function, namely, the powering of certain features and functionalities on the Platform.
DRs are not speculative securities representing fractional ownership in any business enterprise and/or any of the proceeds therefrom, but operate as instruments linked to a discrete, closed-loop system, whereby the DRs power certain features on the Platform and the Platform only. These are optional features which the Holder need not use, but for which the Holder can do more on the Platform, should the Holder wish to. The DRs simply denote an optional value-add.
The price of the DRs may fluctuate based on real-time market dynamics, reinforcing the nature of the DR as a product embedded within a closed-loop, platform-specific, ecosystem.
Expectation to Derive a Profit
While is possible for the acquisition of DRs to be associated with the profit-seeking motives of certain DR Holders, Holders understand that the DRs do not inherently and/or necessarily offer passive income. Instead, any value realization tied to the DRs, is contingent upon external market factors, particularly the self-made choices of other users of the Platform and their desires to continue accessing certain features and/or capabilities of the Platform, considering various elements also affecting these in the jurisdictions where the Holders and/or Platform itself is located.
The Holder acknowledges and accepts that the DR's earning potential stems from a combination of market dynamics and associated use of the DRs by users of the Platform (over whom TEE exercises no control). As such, returns, if realized, are not automatic or passive, but rather the outcome of broader market movements initiated by users of the Platform and the demand for the features of the Platform powered by them.
General Expectations
Although access to the DRs is not restricted exclusively to experienced or institutional investors, the structure of the offering naturally requires a level of informed engagement and knowledge of what the DRs offer, can be used for, and where.
The DRs can only be procured for use on the Platform, which necessitate that Holders understand the function, valuation, and regulatory context of these instruments and the capabilities to which they relate. Acquiring DRs involves a deliberate decision to enter into an arrangement with the specific intention of powering certain features/capabilities through the Platform. As such, this would be amplified even more. The Holder therefore acknowledges that they have assessed market risks and evaluated the economic terms of participation, ensuring that they understand and fully assess both in tandem.
Since demand for platform features/capabilities will fluctuate, depending on the number of users and/or their willingness to participate, any procurement of the DRs and/or involvement in the Transaction, assumes and demands a baseline of due diligence and market awareness.
Commonality
The Holder acknowledges and accepts that each acquisition of the DRs constitutes an individual smart contract transaction, where the Holder obtains DRs representing a right to power certain features/functionalities on the Platform. Unlike collective investment vehicles, there is no pooling of capital or shared exposure. Each Holder acknowledges that their rights and obligations are tied to their own independently originated smart contract. This structural segregation eliminates mutual risk and reward dependencies, and the differing timeframes at which Holders acquire DRs further underscores the lack of horizontal commonality in a specific Transaction. Accordingly, financial outcomes are determined by user-demand related market conditions and may be relevant to each Holder's entry point in their acquisition of the Tokens, rather than by the collective performance of a shared enterprise.
In the case of DRs, although the UK entity, licensed to do so, provides and manages the Platform, this entity neither operates the DR's infrastructure or exercises control over the DRs itself. DR issuance and redemption are carried out by the Company, and their success is not linked to the discretionary activities or strategic decisions of a centralized entity or participant in the Transaction but rather driven by user/Holder demand.
Moreover, as each Transaction occurs, outcomes hinge on prevailing market conditions rather than uniform reliance on the efforts of a single entity and/or the entities involved in the Transaction.
Expectation of Profits from the Efforts of Others
The mere presence of a potential financial gain should not give rise to the Holder expecting profits from the acquisition of DRs. The Holder acknowledges and accepts that by procuring DRs, they are not intending for to primarily use these to be for investment purposes. No economic incentives are embedded in the structure of the DRs as implemented by TEE.
The main purposes of the Holder's acquisition of the DRs should be driven by utility, access, or consumption of the features and/or capabilities on the Platform, as opposed to basing this on a speculative return. Anticipation of any economic gain shall not be a dominant inducement of the Holder purchasing the DRs. A Holder's subjective desire to earn, is not at the discretion of TEE or any related entities.
The Holder acknowledges and accepts that the success or failure of the purchase substantially depends on market factors, specifically the willingness of user's to procure DRs, market adoption of the Platform, and demand for access to the features/capabilities powered by the DRs on the Platform. Needless to say, these shall not depend on the managerial or entrepreneurial efforts of others, especially relating to generating a return from the purchase of the DRs. Third-party contributions (i.e. those made by the various entities mentioned in these Terms and Conditions) are merely technical, administrative, or ministerial in nature. The Holder shall not rely on any of these for strategic direction, execution, or core value generation, which shall be performed with reasonable skill and care, but shall not be held responsible for the expectations of Holders, especially where they are not the same.
While the Holder will have little control or discretion over the management of the Platform and will not be able to influence any outcomes that relate to the value of the DRs, none of the entities mentioned in these Terms and Conditions shall be able to predict and/or influence the value of the DRs either. The Holder understands that the value of the DRs shall be predominantly set by the users of the Platform and thereby, the Platform-ecosystem to which they operate. Ultimately, while the extent to which the Holder is passive in the Transaction is high, the Holder should not be reliant upon TEE or any of the other entities mentioned in these Terms and Conditions for the realization of value for the DRs either, because these will depend on market factors and user demand as at time of realization and at all times throughout their participation in the Transaction.
Plan of Distribution
Although DRs may technically be accessible through third parties or peer-to-peer transactions (which the Company is not aware of), acquiring from the Company requires a mutual agreement between the Company and the Holder. Participation is not automatic or indiscriminately open but rather, involves active consent and engagement on both sides of the arrangement.
Moreover, the DRs are not designed or structured to appeal to the general public in the way a broad, unqualified offering might be. The DRs are intrinsically tied to the Platform and the Holder's desire to access certain features or functionalities. Thereby these are tied to a specialized sector that appeals to participants who have gained specific knowledge or interest in the use cases these DRs can provide. As such, those who choose to engage with the Platform are more likely to be individuals or entities that have conducted research into the utility functions of the DRs and possess a foundational understanding of the market forces influencing the value of the DRs and/or the means through which any benefit may be realized.
The offer of DRs is not intended, nor is it, a general solicitation, but rather a targeted product suited for a defined market segment with inherent barriers to uninformed entry.
Additionally, due to its decentralized architecture, the DRs are issued through autonomous smart contracts without a central issuing authority. This further distinguishes the DRs from traditional products in these same sectors that may trigger regulatory scrutiny related to public offerings. The absence of a centralized promoter or issuer reinforces the argument that the offering lacks the characteristics of a broadly marketed or publicly distributed investment instrument.
Payment of Benefits
Payment of the benefits derived from the assets shall be a potential increase in their value because of an increase in demand for the DRs (but which is not guaranteed). Once the Holder sells the DRs, the Holder may receive a higher price for these, than what they had procured the DRs for.
The value of the DRs shall be realized by a Holder as at time of sale, but if the Holders choose to use them to power certain features of the Platform, that shall be the value realized from them – their utility function.
Rewards
The Company may from time to time, offer DRs as an additional reward for verified users of the Platform. As and when the user takes an action which prompts an award of a DR, the Company shall transfer such DR (or DRs) into the in-app wallet of the user.
DRs may be rewarded by the Company for a certain number of posts or posts with high interaction. As and when the Company deems the Platform usage by a user suitable for the provision of DR(s) as a reward, the Company will transfer these DR(s) into the in-app wallet of the user accordingly.
Forks
The Holder acknowledges that blockchain networks may undergo protocol-level modifications, sometimes resulting in the emergence of divergent chains from a shared origin (a "Fork"). Such Forks effectively split the original blockchain into separate versions. In the event of a Fork impacting the relevant blockchain, TEE will independently assess the implications and determine, at its sole discretion, which version of the chain will be officially supported for the DR. Only the designated version will be maintained within the Platform and/or listed on a third-party site for circulation and will apply exclusively to the DR created on the selected chain.
In response to a Fork, TEE has the right to temporarily pause certain functionalities of the Platform to protect user assets, assess the network implications, and implement necessary technical adjustments. Holders accept that such suspensions may occur without prior notice and are intended to ensure continued secure operation.
Upgrades and Freezes
As part of its service operations and pursuant to its deployed smart contract logic, TEE retains the technical ability and contractual right to freeze or modify the state of all the DRs collectively, regardless of where such DRs are held or stored. TEE shall endeavor to notify affected Holders in advance of any significant freeze or upgrade and provide a reasonable explanation of the circumstances, intended outcomes, and operational implications. The use of these capabilities will be reserved for exceptional cases, subject to TEE's reasonable discretion.
TEE is obligated to comply with binding legal directives that may require freezing or restricting access to the DRs, either temporarily or permanently. Such directives may originate from competent authorities including regulatory bodies, courts, law enforcement agencies, or other authorized institutions. These may take the form of court orders, regulatory instructions, subpoenas, or similar official communications. TEE may also act upon formal notices from contracted partners under previously agreed terms, or take action where necessary to safeguard its operations, legal standing, or the Platform's integrity.
TEE will adhere to enforceable legal orders requiring the seizure or forfeiture of the DRs. Absent a lawful directive from a competent authority, no seizure shall take place. Upon such an order, any relevant DRs will be transferred to a dedicated custodial address maintained for regulatory seizure or forfeiture until further legal resolution or final disposition in accordance with applicable laws.
Should TEE, after conducting internal reviews, reasonably determine that any Holder's DRs are linked to unlawful or sanctioned activities, it reserves the right to reject redemption requests and declare the associated DRs and any backing assets forfeitable.
Any DRs subject to freeze, seizure, or legal restriction may become permanently unusable or inaccessible. In certain circumstances, TEE may be required to destroy such DRs. Transfers associated with legal seizure will be directed to a segregated wallet, maintained specifically for handling seized assets.
By acquiring the DRs, Holders expressly consent to TEE exercising the above rights and understand that TEE bears no liability for actions taken pursuant to legal obligations or security measures described herein.
Any individual aware of unlawful behavior or misuse involving the DRs is encouraged to report such activity directly to both TEE and appropriate law enforcement. TEE commits to supporting investigations and facilitating lawful inquiries to the extent reasonably possible.
TEE disclaims responsibility for any decrease in the value of the DRs resulting from account suspension, termination, or regulatory actions. Holders agree that neither TEE nor its agents shall be held liable for any restriction, closure, or interruption of access consistent with these terms.
In the event of account closure, TEE will return the residual value of the DRs in the Holder's wallet/account, net of any compensable damages, in accordance with applicable laws. Funds may be returned to a registered bank account, or if banking details are absent, the Holder must provide such details within seven (7) calendar days of notification. Should DR balances remain, the Holder must provide a destination wallet address or bank account details within the same period. Failing such provision, the Holder may, at its discretion, liquidate the DRs at prevailing market rates and return proceeds, net of deductions, to the Holder's wallet/bank account. TEE disclaims liability for any resulting losses from such conversion.
Express Disclaimers
The Holder acknowledges and accepts that acquiring the DRs and engaging with the Platform and/or powering certain features with the DRs, is undertaken entirely at the Holder's own risk.
Any content, files, or data accessed, retrieved, or downloaded through the Platform or related to the DRs are done so voluntarily and at the Holder's discretion. The Holder bears full responsibility for any resulting effects to devices, operating systems, or data arising from such activities.
The DRs, the Platform, the Platform capabilities which are powered by the DRs, and all related content are provided strictly on an "as is" and "as available" basis. TEE expressly disclaims all representations, conditions, and warranties, whether express, implied, or statutory, including but not limited to implied warranties of merchantability, suitability for a specific purpose, non-infringement, and title.
TEE does not warrant or represent that the Platform, the DRs, or any associated materials or functionality will be free from interruptions, delays, vulnerabilities, errors, or security issues. No assurance is given regarding the reliability, accuracy, relevance, or completeness of any content or data made available through the Platform or related to the DRs or the functionalities of the Platform powered or made possible by the DRs. The Holder accepts full responsibility for any internet-related risks associated with their use of the Platform, the DRs, and the functionalities unlocked through the use of the DRs.
Intellectual Property
The DRs, Platform and related marks are trademarks or registered trademarks owned by TEE or any related company. No trademarks, logos, domain names, or other brand identifiers appearing on the Platform and/or with the DRs or any related materials may be used publicly without the applicable party's prior written consent. Any unauthorized use that may cause consumer confusion or that may disparage or harm the reputation of TEE is strictly prohibited.
Governing Law and Dispute Resolution
These Terms and Conditions shall be subject to rules and regulations pertaining to the license activities of the Company in St. Kits and Nevis and shall be referred to and finally resolved by the applicable courts existing in Nevis.
Severability
Should any part of these Terms and Conditions become unenforceable due to a change in applicable laws (or otherwise), such provision shall be severed, leaving the remaining provisions intact.