Terms of Service

Last updated on March 15, 2022

These terms of use, together with any documents and additional terms they expressly incorporate by reference, which includes any other terms and conditions or other agreement that DEVISTA FOUNDATION LTD. ("MEME," "we," "us" and "our") posts publicly or makes available to you or the company or other legal entity you represent ("you" or "your") (collectively, these "Terms"), are entered into between MEME and you concerning your use of, and access to, MEME’s websites, including www.meme.vin; web applications; mobile applications; and all associated sites linked thereto by MEME or its affiliates (collectively with any materials and services available therein, and successor website(s) or application(s) thereto, the "Site").
Please read these Terms carefully, as these Terms govern your use of the Site and access to the order book; matching engine; smart contracts; decentralized applications; APIs; all other software that MEME has developed for trading, borrowing, supplying, and swapping cryptocurrencies and other blockchain-based assets (collectively, "Digital Assets"), including, without limitation, entering into margin positions ("Margin Position") and perpetual contracts ("Perpetual Contracts") related to Digital Assets; and the computation and storage scalability service (collectively, the "Services"). These Terms expressly cover your rights and obligations, and our disclaimers and limitations of legal liability, relating to your use of, and access to, the Site and the Services. By clicking "I agree" (or a similar language) to these Terms, acknowledging these Terms by other means, or otherwise accessing or using the Site or the Services, you accept and agree to be bound by and to comply with these Terms, including, without limitation, the mandatory arbitration provision in Section 15. If you do not agree to these Terms, then you must not access or use the Site or the Services.
Please carefully review the disclosures and disclaimers set forth in Section 12 in their entirety before using any software developed by MEME. The information in Section 12 provides important details about the legal obligations associated with your use of the Services. By accessing or using the Site or the Services, you agree that MEME does not provide execution, settlement, or clearing services of any kind and is not responsible for the execution, settlement, or clearing of transactions automated through the Services.
MEME is a non-custodial Web3 platform. This means we do not own, control, or take custody of any digital assets held by Users on the platform. Users maintain custody over their digital assets at all times.
We also allow Users to create their own unhosted software wallets on the Site, currently available at www.meme.vin.

1. General Information

1.1 We reserve the right, in our sole discretion, to modify these Terms from time to time. If we make changes, we will provide you with notice of such changes, such as by providing notice through the Services or updating the "Last Updated" date at the top of these Terms. Unless we state otherwise in our notice, all such modifications are effective immediately, and your continued use of the Site and the Services after we provide that notice will confirm your acceptance of the changes. If you do not agree to the amended Terms, then you must stop using the Site and the Services.

1.2 By accessing or using the Services, you agree that you have read, understood and accept all of the terms and conditions contained in this Agreement as well as our Privacy Policy. You also represent that you have the legal authority to accept these Terms on behalf of yourself and any party you represent in connection with your use of the Services. If you are an individual who is entering into these Terms on behalf of an entity, you represent and warrant that you have the power to bind that entity, and you hereby agree on that entity's behalf to be bound by these Terms, with the terms "you", and "your" applying to you, that entity, and other users accessing the Services on behalf of that entity.

We may, in our sole and absolute discretion, without liability to you or any third-party, refuse to let you use of one or more of the Services. Such actions may be taken as a result of a number of factors, including without limitation legal/regulatory demand, or your violation of the terms of this Agreement. We may also temporarily suspend your access to the Services if a technical problem so requires.

1.3 You agree that, except as otherwise expressly provided in this Agreement, there shall be no third-party beneficiaries to the Agreement other than the Indemnified Parties.

2. Use of Services

2.1 As a condition to accessing or using the Services or the Site, you represent and warrant to MEME the following:

· if you are entering into these Terms to access Perpetual Contracts or will in the future access Perpetual Contracts, then you are not a US Person;

· you are not a resident, national, or agent of Antigua and Barbuda, Algeria, Bangladesh, Bolivia, Belarus, Burundi, Burma (Myanmar), Cote D'Ivoire (Ivory Coast), Crimea and Sevastopol, Cuba, Democratic Republic of Congo, Ecuador, Iran, Iraq, Liberia, Libya, Magnitsky, Mali, Morocco, Nepal, North Korea, Somalia, Sudan, Syria, Venezuela, Yemen, Zimbabwe or any other country to which the United States, the United Kingdom or the European Union embargoes goods or imposes similar sanctions (collectively, "Restricted Territories");

· you are not a member of any sanctions list or equivalent maintained by the United States government, the United Kingdom government, the European Union, or the United Nations (collectively, "Sanctions Lists Persons");

· you do intend to transact with any Restricted Person or Sanctions List Person;

· you do not, and will not, use VPN software or any other privacy or anonymization tools or techniques to circumvent, or attempt to circumvent, any restrictions that apply to the Services; and

· your access to the Services is not (a) prohibited by and does not otherwise violate or assist you to violate any domestic or foreign law, rule, statute, regulation, by-law, order, protocol, code, decree, or another directive, requirement, or guideline, published or in force that applies to or is otherwise intended to govern or regulate any person, property, transaction, activity, event or other matter, including any rule, order, judgment, directive or other requirement or guideline issued by any domestic or foreign federal, provincial or state, municipal, local or other governmental, regulatory, judicial or administrative authority having jurisdiction over MEME, you, the Site or the Services, or as otherwise duly enacted, enforceable by law, the common law or equity (collectively, "Applicable Laws"); or (b) contribute to or facilitate any illegal activity.

2.2 As a condition to accessing or using the Services or the Site, you acknowledge, understand, and agree to the following:

· from time to time the Site and the Services may be inaccessible or inoperable for any reason, including, without limitation: (a) equipment malfunctions; (b) periodic maintenance procedures or repairs that MEME or any of its suppliers or contractors may undertake from time to time; (c) causes beyond MEME’s control or that MEME could not reasonably foresee; (d) disruptions and temporary or permanent unavailability of underlying blockchain infrastructure; or (e) unavailability of third-party service providers or external partners for any reason;

· we reserve the right to disable or modify access to the Site and the Services at any time in the event of any breach of these Terms, including, without limitation, if we reasonably believe any of your representations and warranties may be untrue or inaccurate, and we will not be liable to you for any losses or damages you may suffer as a result of or in connection with the Site or the Services being inaccessible to you at any time or for any reason;

· the Site and the Services may evolve, which means MEME may apply changes, replace, or discontinue (temporarily or permanently) the Services at any time in its sole discretion;

· the pricing information provided on the Site does not represent an offer, a solicitation of an offer, or any advice regarding, or recommendation to enter into, a transaction with MEME;

· MEME does not act as an agent for you or any other user of the Site or the Services;

· you are solely responsible for your use of the Services, including all of your transfers of Digital Assets;

· to the fullest not prohibited by Applicable Law, we owe no fiduciary duties or liabilities to you or any other party, and that to the extent any such duties or liabilities may exist at law or in equity, you hereby irrevocably disclaim, waive, and eliminate those duties and liabilities;

· you are solely responsible for reporting and paying any taxes applicable to your use of the Services; and

· we have no control over, or liability for, the delivery, quality, safety, legality, or any other aspect of any Digital Assets that you may transfer to or from a third party, and we are not responsible for ensuring that an entity with whom you transact completes the transaction or is authorized to do so, and if you experience a problem with any transactions in Digital Assets using the Services, then you bear the entire risk.

2.3 As a condition to accessing or using the Services or the Site, you covenant to MEME the following:

· in connection with using the Services, you only will transfer legally-obtained Digital Assets that belong to you;

· you will obey all Applicable Laws in connection with using the Services, and you will not use the Site or the Services if the laws of your country, or any other Applicable Law, prohibit you from doing so;

· any Digital Assets you use in connection with the Services are either owned by you or you are validly authorized to carry out actions using such Digital Assets;

in addition to complying with all restrictions, prohibitions, and other provisions of these Terms, you will (a) ensure that, at all times, all information that you provide on the Site and during your use of the Services is current, complete, and accurate; (b) maintain the security and confidentiality of your private keys associated with your public Ethereum address, passwords, API keys and other related credentials; and (c) if you are a US Person, (i) physically settle all of your trades involving Margin Positions using the Services; and (ii) fully close and physically settle all Margin Positions you open within 28 days of opening them.

3. Fees and price estimates

In connection with your use of the Services, you are required to pay all fees necessary for interacting with the Ethereum blockchain, including "Gas" costs, as well as all other fees reflected on the Site at the time of your use of the Services. Although we attempt to provide accurate fee information, this information reflects our estimates of fees, which may vary from the actual fees paid to use the Services and interact with the Ethereum blockchain.

4. No professional advice or fiduciary duties

All information provided in connection with your access and use of the Site and the Services is for informational purposes only and should not be construed as professional advice. You should not take, or refrain from taking, any action based on any information contained on the Site or any other information that we make available at any time, including, without limitation, blog posts, articles, links to third-party content, discord content, news feeds, tutorials, tweets, and videos. Before you make any financial, legal, or other decisions involving the Services, you should seek independent professional advice from an individual who is licensed and qualified in the area for which such advice would be appropriate. The Terms are not intended to, and do not, create or impose any fiduciary duties on us. You further agree that the only duties and obligations that we owe you are those set out expressly in these Terms.

5. Prohibited Activity

You may not use the Services to engage in the categories of activity set forth below ("Prohibited Uses"). The specific activities set forth below are representative, but not exhaustive, of Prohibited Uses. If you are uncertain as to whether or not your use of the Services involves a Prohibited Use or have other questions about how these requirements apply to you, then please contact us at [email protected] By using the Site or Services, you confirm that you will not use the Site or Services to do any of the following:

· violate any Applicable Laws including, without limitation, any relevant and applicable anti-money laundering and anti-terrorist financing laws and sanctions programs, such as, without limitation, the Bank Secrecy Act and the U.S. Department of Treasury’s Office of Foreign Asset Controls;

· use the Services in any manner that could interfere with, disrupt, negatively affect, or inhibit other users from fully enjoying the Services, or that could damage, disable, overburden, or impair the functioning of the Site or the Services in any manner;

· circumvent any content-filtering techniques, security measures or access controls that MEME employs on the Site, including, without limitation, through the use of a VPN;

· use any robot, spider, crawler, scraper, or other automated means or interface not provided by us, to access the Services or to extract data, or introduce any malware, virus, Trojan horse, worm, logic bomb, drop-dead device, backdoor, shutdown mechanism or other harmful material into the Site or the Services;

· provide false, inaccurate, or misleading information while using the Site or the Services or engage in activity that operates to defraud MEME, other users of the Services, or any other person;

· use or access the Site or Services to transmit or exchange Digital Assets that are the direct or indirect proceeds of any criminal or fraudulent activity, including, without limitation, terrorism or tax evasion;

· use the Site in any way that is, in our sole discretion, libelous, defamatory, profane, obscene, pornographic, sexually explicit, indecent, lewd, vulgar, suggestive, harassing, stalking, hateful, threatening, offensive, discriminatory, bigoted, abusive, inflammatory, fraudulent, deceptive, or otherwise objectionable or likely or intended to incite, threaten, facilitate, promote, or encourage hate, racial intolerance, or violent acts against others;

· use the Site or the Services from a jurisdiction that we have, in our sole discretion, determined is a jurisdiction where the use of the Site or the Services is prohibited;

· harass, abuse, or harm of another person or entity, including MEME’s employees and service providers;

· impersonate another user of the Services or otherwise misrepresent yourself; or

encourage, induce or assist any third party, or yourself attempt, to engage in any of the activities prohibited under this Section 5 or any other provision of these Terms.

7.3 Any of MEME’s product or service names, logos, and other marks used on the Site or as a part of the Services, including MEME's name and logo are trademarks owned by MEME, its affiliates, or its applicable licensors. You may not copy, imitate, or use them without the prior written consent of MEME or the applicable licensors, and these Terms do not grant you any rights in those trademarks. You may not remove, obscure, or alter any legal notices displayed in or along with the Services.

7.4 We are not an insured financial institution. As a result, unlike funds held in most banks or credit unions, amounts displayed through the Services are not insured against loss.

Furthermore, MEME is a non-custodial Web3 platform. As such, we do not know nor have access to the private keys to the digital asset wallets you use in connection with the Services ("Wallets"). Therefore, you are exclusively responsible for maintaining the confidentiality and security of your Accounts or devices you use to access the Services. You are also responsible for maintaining the security of the digital asset wallets you utilize in connection with the Services, and for ensuring that no unauthorized person has access to your wallet files, its private keys, or any device that you utilize in connection with the Services.

We will not be liable for any loss or damage arising from your failure to protect your Account or your Wallets.

8. Links

9. Modification, Suspension, and Termination

We may, at our sole discretion, from time to time and with or without prior notice to you, modify, suspend or disable (temporarily or permanently) the Services, in whole or in part, for any reason whatsoever, including, without limitation, to only allow open Margin Position and Perpetual Contracts to be closed. Upon termination of your access, your right to use the Services will immediately cease. We will not be liable for any losses suffered by you resulting from any modification to any Services or from any modification, suspension, or termination, for any reason, of your access to all or any portion of the Site or the Services. The following sections of these Terms will survive any termination of your access to the Site or the Services, regardless of the reasons for its expiration or termination, in addition to any other provision which by law or by its nature should survive: Sections 7 through 17.

10. Risks

10.1 By utilizing the Services or interacting with the Site in any way, you represent and warrant that you understand the inherent risks associated with cryptographic systems and blockchain-based networks; Digital Assets, including the usage and intricacies of native Digital Assets, like ether (ETH); smart contract-based tokens, such as those that follow the Ethereum Token Standard; and systems that interact with blockchain-based networks. MEME does not own or control any of the underlying software through which blockchain networks are formed. In general, the software underlying blockchain networks, including the Ethereum blockchain, is open source, such that anyone can use, copy, modify, and distribute it. By using the Services, you acknowledge and agree (a) that MEME is not responsible for the operation of the software and networks underlying the Services, (b) that there exists no guarantee of the functionality, security, or availability of that software and networks, and (c) that the underlying networks are subject to sudden changes in operating rules, such as those commonly referred to as "forks," which may materially affect the Services. Blockchain networks use public/private key cryptography. You alone are responsible for securing your private key(s). We do not have access to your private key(s). Losing control of your private key(s) will permanently and irreversibly deny you access to Digital Assets on the Ethereum blockchain or other blockchain-based network. Neither MEME nor any other person or entity will be able to retrieve or protect your Digital Assets. If your private key(s) are lost, then you will not be able to transfer your Digital Assets to any other blockchain address or wallet. If this occurs, then you will not be able to realize any value or utility from the Digital Assets that you may hold.

10.2 The Services and your Digital Assets could be impacted by one or more regulatory inquiries or regulatory actions, which could impede or limit the ability of MEME to continue to make available its proprietary software and, thus, could impede or limit your ability to access or use the Services.

10.3 You acknowledge and understand that cryptography is a progressing field with advances in code cracking or other technical advancements, such as the development of quantum computers, which may present risks to Digital Assets and the Services, and could result in the theft or loss of your Digital Assets. To the extent possible, we intend to update MEME-developed smart contracts related to the Services to account for any advances in cryptography and to incorporate additional security measures necessary to address risks presented from technological advancements, but that intention does not guarantee or otherwise ensure full security of the Services.

10.4 You understand that the blockchain remains under development, which creates technological and security risks when using the Services in addition to uncertainty relating to Digital Assets and transactions therein. You acknowledge that the cost of transacting on the blockchain is variable and may increase at any time causing impact to any activities taking place on the blockchain, which may result in price fluctuations or increased costs when using the Services.

10.5 You acknowledge that the Services are subject to flaws and that you are solely responsible for evaluating any code provided by the Services or Site. This warning and others MEME provides in these Terms in no way evidence or represent an on-going duty to alert you to all of the potential risks of utilizing the Services or accessing the Site.

10.6 Although we intend to provide accurate and timely information on the Site and during your use of the Services, the Site and other information available when using the Services may not always be entirely accurate, complete, or current and may also include technical inaccuracies or typographical errors. To continue to provide you with as complete and accurate information as possible, information may be changed or updated from time to time without notice, including, without limitation, information regarding our policies. Accordingly, you should verify all information before relying on it, and all decisions based on information contained on the Site or as part of the Services are your sole responsibility. No representation is made as to the accuracy, completeness, or appropriateness for any particular purpose of any pricing information distributed via the Site or otherwise when using the Services. Prices and pricing information may be higher or lower than prices available on platforms providing similar services.

10.7 Any use or interaction with the Services requires a comprehensive understanding of applied cryptography and computer science to appreciate the inherent risks, including those listed above. You represent and warrant that you possess relevant knowledge and skills. Any reference to a type of Digital Asset on the Site or otherwise during the use of the Services does not indicate our approval or disapproval of the technology on which the Digital Asset relies, and should not be used as a substitute for your understanding of the risks specific to each type of Digital Asset.

10.8 Use of the Services, in particular for trading Digital Assets, borrowing or supplying Digital Assets, and entering into Margin Positions or Perpetual Contracts, may carry financial risk. Digital Assets, especially in connection with Margin Positions and Perpetual Contracts, are, by their nature, highly experimental, risky, and volatile. Transactions entered into in connection with the Services are irreversible, final and there are no refunds. You acknowledge and agree that you will access and use the Site and the Services at your own risk. The risk of loss in trading Digital Assets, especially entering into Margin Positions and Perpetual Contracts, can be substantial. You should, therefore, carefully consider whether such trading is suitable for you in light of your circumstances and financial resources. By using the Services, you represent and warrant that you have been, are, and will be solely responsible for making your independent appraisal and investigations into the risks of a given transaction and the underlying Digital Assets, including Margin Positions and Perpetual Contracts. You represent that you have sufficient knowledge, market sophistication, professional advice, and experience to make your evaluation of the merits and risks of any transaction conducted in connection with the Services or any Digital Asset. You accept all consequences of using the Services, including the risk that you may lose access to your Digital Assets indefinitely. All transaction decisions are made solely by you. Notwithstanding anything in these Terms, we accept no responsibility whatsoever for, and will in no circumstances be liable to you in connection with, your use of the Services for performing Digital Asset transactions, including entering into Margin Positions or Perpetual Contracts.

10.9 We must comply with Applicable Law, which may require us to, upon request by government agencies, take certain actions or provide information, which may not be in your best interests.

10.10 You understand that the Web3 Service remains under development, which creates technological, trading, and other risks when using the Services. These risks include, among others, delays in trades, withdrawals, and deposits resulting from the servers of MEME or the operator of the Web3 Services being offline; an incorrect display of information on the Site in the case of server errors; or transactions using the Services being rolled back in the case of server errors. You acknowledge that these risks may have a material impact on your transactions using the Services, which may result in, among other things, failing to fulfill transactions at your desired price or at all.

10.11 You hereby assume, and agree that MEME will have no responsibility or liability for, the risks set forth in this Section 10. You hereby irrevocably waive, release and discharge all claims, whether known or unknown to you, against MEME, its affiliates, and their respective shareholders, members, directors, officers, employees, agents, and representatives, suppliers, and contractors related to any of the risks set forth in this Section 10.

11. Indemnification

You will defend, indemnify, and hold harmless MEME, its affiliates, and its and its affiliates’ respective stockholders, members, directors, officers, managers, employees, attorneys, agents, representatives, suppliers, and contractors (collectively, "Indemnified Parties") from any claim, demand, lawsuit, action, proceeding, investigation, liability, damage, loss, cost or expense, including without limitation reasonable attorneys’ fees, arising out of or relating to (a) your use of, or conduct in connection with, the Site or the Services (including, without limitation, the Web3 Service); (b) Digital Assets associated with your blockchain address; (c) any feedback or user content you provide to MEME, if any, concerning the Site or the Services; (d) your violation of these Terms; or (e) your infringement or misappropriation of the rights of any other person or entity. If you are obligated to indemnify any Indemnified Party, MEME (or, at its discretion, the applicable Indemnified Party) will have the right, in its sole discretion, to control any action or proceeding and to determine whether MEME wishes to settle, and if so, on what terms, and you agree to corporate with MEME in the defense.

12. Risk Disclosures and Disclaimers

12.1 Trading digital assets is risky and you should never trade more than they can afford to lose. The following list of risks associated with digital assets and the Services is not exhaustive.

12.2 Digital asset prices are highly volatile and trading in digital assets is extremely risky. In addition, factors beyond our control may affect market liquidity for a particular digital asset, such as regulatory activity, market manipulation, the acts or omissions of the issuer of the digital asset, or unexplainable price volatility. We may also determine it is in the best interest of Users to suspend trading in a digital asset for these reasons. By using the Services, you accept the risk of trading digital assets. In entering into any transaction, you represent that you have been, are, and will be solely responsible for making your own independent appraisal into the risks of the transaction and the underlying digital asset.

12.3 Our listing of a digital asset does not indicate approval or disapproval of the digital asset's merits as an investment or a technology. We give no warranty as to the suitability of the digital asset traded under this Agreement and assume no fiduciary duty in our relations with you. You must conduct your own due diligence when determining whether to buy or sell a particular digital asset. If you choose wisely, we will not share in any portion of your gains. Likewise, if you choose poorly, we will not bear any portion of your losses.

13. Exclusion of Consequential and Related Claims

In no event shall MEME, its affiliates, its suppliers and contractors, and its and its affiliates’, suppliers’ and contractors’ respective stockholders, members, directors, officers, managers, employees, attorneys, agents, representatives, suppliers, and contractors (collectively, the "Risk Limited Parties") be liable for any incidental, indirect, special, punitive, consequential or similar damages or liabilities whatsoever (including, without limitation, damages for loss of fiat, assets, data, information, revenue, opportunities, use, goodwill, profits or other business or financial benefit) arising out of or in connection with the Site and the Services (and any of their content and functionality, including, without limitation, the Web3 Service), any execution or settlement of a transaction, any performance or non-performance of the Services, your Digital Assets, Margin Positions, Perpetual Contracts or any other product, service or other item provided by or on behalf of MEME, whether under contract, tort (including negligence), civil liability, statute, strict liability, breach of warranties, or under any other theory of liability, and whether or not we have been advised of, knew of or should have known of the possibility of such damages and notwithstanding any failure of the essential purpose of these Terms or any limited remedy hereunder nor is MEME in any way responsible for the execution or settlement of transactions between users of MEME-developed open-source software.

14. Limitation of Liability

The ability for you to buy or sell digital assets on MEME is contingent on there being a counterparty willing to buy or sell the same digital asset. We make no promises as to the timing or availability of buying or selling digital assets on the Site. We reserve the right to change, suspend, or discontinue any aspect of the Services at any time and in any jurisdiction, without notice and without liability. This includes, without limitation, the absolute discretion to list and de-list digital assets available for trading at any time. We are not required to provide advance notice of delisting.

You acknowledge and agree that digital assets and/or features available in one jurisdiction may not be available for trading or to access, as applicable, in another.

15. Governing Law; Venue and Arbitration

You agree to arbitrate any dispute arising from these Terms or your use of the Services. Arbitration prevents you from suing in court or from having a jury trial. You agree to notify each other in writing of any dispute within sixty days of when it arises.

In addition, you agree:

To attempt informal resolution prior to any demand for arbitration;

That any arbitration will occur in the United States;

That any arbitration will be conducted confidentially by a single arbitrator, selected by a third-party arbitration forum;

That the state and federal courts in the United States have exclusive jurisdiction over any appeals of an arbitration award and over any suit between the parties not subject to arbitration;

That the arbitrator has the authority to grant any remedy that would otherwise be available in court; and

Any dispute between the parties will be governed by these Terms and the laws of the State of Delaware, without giving effect to any conflict of laws principles that may provide for the application of the law of another jurisdiction.

You will only be permitted to pursue claims against us on an individual basis, not as a plaintiff or class member in any class or representative action or proceeding, and you will only be permitted to seek relief (including monetary, injunctive, and declaratory relief) on an individual basis.

16. Termination and Suspension

These Terms are effective until terminated by us. MEMEDEX, in its sole discretion, has the right to terminate your access to the Site or Services, or any part thereof, immediately at any time. We reserve the right, in our sole and absolute discretion, to restrict, suspend, or terminate your access to all or any part of the Site or Service, or to terminate this Agreement at any time without prior notice or liability if you breach any provision of this Agreement or violate the rights of any third-party on or through the Site. We reserve the right to change, suspend, or discontinue all or any part of the Site at any time without prior notice or liability.

MEMEDEX is not liable to you or any third-party for termination of your access to the Site or Services, or any part thereof. If you object to any of the requirements, statements, or obligations of these Terms, or any subsequent modifications thereto, or become dissatisfied with the Site or Services in any way, your only recourse is to immediately discontinue use of the Site and/or Services. Upon termination of these Terms, you will cease all use of the Site and Services.

You may terminate this Agreement by sending written notification to us at [email protected] and terminating your use of the Site and Services.

17. Restricted Jurisdictions

The Site and Services are subject to all applicable export control restrictions, and, by using the Site and/or Services, you represent that your actions are not in violation of such export control restrictions. Without limiting the foregoing, you may not use the Services if you are (i) a resident, national or agent of Crimea, Cuba, Iran, North Korea, Syria or any other country or region to which the United States embargoes goods or imposes similar sanctions ("Restricted Jurisdictions"); (ii) a resident, national or agent of the United States of America; (iii) a member of any sanctions list or equivalent maintained by the United States government ("Restricted Persons"); or (iv) you intend to transact with any Restricted Jurisdictions or Restricted Persons. Use of a virtual private network ("VPN") to circumvent the restrictions set forth herein is prohibited.

18. Entire Agreement

This Agreement and the Privacy Policy constitute the sole and entire agreement between you and MEMEDEX with respect to the Site and supersede all prior and contemporaneous understandings, agreements, representations and warranties, both written and oral, with respect to the Site. This Agreement does not, and will not be construed to, create any partnership, joint venture, employer-employee, agency or franchisor-franchisee relationship between you and MEMEDEX.

If you have any questions about these Terms, please contact us at [email protected]

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Last updated on March 15, 2022
1. General Information
1.1 We reserve the right, in our sole discretion, to modify these Terms from time to time. If we make changes, we will provide you with notice of such changes, such as by providing notice through the Services or updating the "Last Updated" date at the top of these Terms. Unless we state otherwise in our notice, all such modifications are effective immediately, and your continued use of the Site and the Services after we provide that notice will confirm your acceptance of the changes. If you do not agree to the amended Terms, then you must stop using the Site and the Services.
1.2 By accessing or using the Services, you agree that you have read, understood and accept all of the terms and conditions contained in this Agreement as well as our Privacy Policy. You also represent that you have the legal authority to accept these Terms on behalf of yourself and any party you represent in connection with your use of the Services. If you are an individual who is entering into these Terms on behalf of an entity, you represent and warrant that you have the power to bind that entity, and you hereby agree on that entity's behalf to be bound by these Terms, with the terms "you", and "your" applying to you, that entity, and other users accessing the Services on behalf of that entity.
1.3 You agree that, except as otherwise expressly provided in this Agreement, there shall be no third-party beneficiaries to the Agreement other than the Indemnified Parties.
2. Use of Services
2.1 As a condition to accessing or using the Services or the Site, you represent and warrant to MEME the following:
2.2 As a condition to accessing or using the Services or the Site, you acknowledge, understand, and agree to the following:
2.3 As a condition to accessing or using the Services or the Site, you covenant to MEME the following:
3. Fees and price estimates
In connection with your use of the Services, you are required to pay all fees necessary for interacting with the Ethereum blockchain, including "Gas" costs, as well as all other fees reflected on the Site at the time of your use of the Services. Although we attempt to provide accurate fee information, this information reflects our estimates of fees, which may vary from the actual fees paid to use the Services and interact with the Ethereum blockchain.
4. No professional advice or fiduciary duties
All information provided in connection with your access and use of the Site and the Services is for informational purposes only and should not be construed as professional advice. You should not take, or refrain from taking, any action based on any information contained on the Site or any other information that we make available at any time, including, without limitation, blog posts, articles, links to third-party content, discord content, news feeds, tutorials, tweets, and videos. Before you make any financial, legal, or other decisions involving the Services, you should seek independent professional advice from an individual who is licensed and qualified in the area for which such advice would be appropriate. The Terms are not intended to, and do not, create or impose any fiduciary duties on us. You further agree that the only duties and obligations that we owe you are those set out expressly in these Terms.
5. Prohibited Activity
You may not use the Services to engage in the categories of activity set forth below ("Prohibited Uses"). The specific activities set forth below are representative, but not exhaustive, of Prohibited Uses. If you are uncertain as to whether or not your use of the Services involves a Prohibited Use or have other questions about how these requirements apply to you, then please contact us at [email protected] By using the Site or Services, you confirm that you will not use the Site or Services to do any of the following:
7.3 Any of MEME’s product or service names, logos, and other marks used on the Site or as a part of the Services, including MEME's name and logo are trademarks owned by MEME, its affiliates, or its applicable licensors. You may not copy, imitate, or use them without the prior written consent of MEME or the applicable licensors, and these Terms do not grant you any rights in those trademarks. You may not remove, obscure, or alter any legal notices displayed in or along with the Services.
7.4 We are not an insured financial institution. As a result, unlike funds held in most banks or credit unions, amounts displayed through the Services are not insured against loss.
8. Links
The Services provide, or third parties may provide, links to other World Wide Web or accessible sites, applications, or resources. You acknowledge and agree that Company 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 Company 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.
9. Modification, Suspension, and Termination
We may, at our sole discretion, from time to time and with or without prior notice to you, modify, suspend or disable (temporarily or permanently) the Services, in whole or in part, for any reason whatsoever, including, without limitation, to only allow open Margin Position and Perpetual Contracts to be closed. Upon termination of your access, your right to use the Services will immediately cease. We will not be liable for any losses suffered by you resulting from any modification to any Services or from any modification, suspension, or termination, for any reason, of your access to all or any portion of the Site or the Services. The following sections of these Terms will survive any termination of your access to the Site or the Services, regardless of the reasons for its expiration or termination, in addition to any other provision which by law or by its nature should survive: Sections 7 through 17.
10. Risks
10.1 By utilizing the Services or interacting with the Site in any way, you represent and warrant that you understand the inherent risks associated with cryptographic systems and blockchain-based networks; Digital Assets, including the usage and intricacies of native Digital Assets, like ether (ETH); smart contract-based tokens, such as those that follow the Ethereum Token Standard; and systems that interact with blockchain-based networks. MEME does not own or control any of the underlying software through which blockchain networks are formed. In general, the software underlying blockchain networks, including the Ethereum blockchain, is open source, such that anyone can use, copy, modify, and distribute it. By using the Services, you acknowledge and agree (a) that MEME is not responsible for the operation of the software and networks underlying the Services, (b) that there exists no guarantee of the functionality, security, or availability of that software and networks, and (c) that the underlying networks are subject to sudden changes in operating rules, such as those commonly referred to as "forks," which may materially affect the Services. Blockchain networks use public/private key cryptography. You alone are responsible for securing your private key(s). We do not have access to your private key(s). Losing control of your private key(s) will permanently and irreversibly deny you access to Digital Assets on the Ethereum blockchain or other blockchain-based network. Neither MEME nor any other person or entity will be able to retrieve or protect your Digital Assets. If your private key(s) are lost, then you will not be able to transfer your Digital Assets to any other blockchain address or wallet. If this occurs, then you will not be able to realize any value or utility from the Digital Assets that you may hold.
10.2 The Services and your Digital Assets could be impacted by one or more regulatory inquiries or regulatory actions, which could impede or limit the ability of MEME to continue to make available its proprietary software and, thus, could impede or limit your ability to access or use the Services.
10.3 You acknowledge and understand that cryptography is a progressing field with advances in code cracking or other technical advancements, such as the development of quantum computers, which may present risks to Digital Assets and the Services, and could result in the theft or loss of your Digital Assets. To the extent possible, we intend to update MEME-developed smart contracts related to the Services to account for any advances in cryptography and to incorporate additional security measures necessary to address risks presented from technological advancements, but that intention does not guarantee or otherwise ensure full security of the Services.
10.4 You understand that the blockchain remains under development, which creates technological and security risks when using the Services in addition to uncertainty relating to Digital Assets and transactions therein. You acknowledge that the cost of transacting on the blockchain is variable and may increase at any time causing impact to any activities taking place on the blockchain, which may result in price fluctuations or increased costs when using the Services.
10.5 You acknowledge that the Services are subject to flaws and that you are solely responsible for evaluating any code provided by the Services or Site. This warning and others MEME provides in these Terms in no way evidence or represent an on-going duty to alert you to all of the potential risks of utilizing the Services or accessing the Site.
10.6 Although we intend to provide accurate and timely information on the Site and during your use of the Services, the Site and other information available when using the Services may not always be entirely accurate, complete, or current and may also include technical inaccuracies or typographical errors. To continue to provide you with as complete and accurate information as possible, information may be changed or updated from time to time without notice, including, without limitation, information regarding our policies. Accordingly, you should verify all information before relying on it, and all decisions based on information contained on the Site or as part of the Services are your sole responsibility. No representation is made as to the accuracy, completeness, or appropriateness for any particular purpose of any pricing information distributed via the Site or otherwise when using the Services. Prices and pricing information may be higher or lower than prices available on platforms providing similar services.
10.7 Any use or interaction with the Services requires a comprehensive understanding of applied cryptography and computer science to appreciate the inherent risks, including those listed above. You represent and warrant that you possess relevant knowledge and skills. Any reference to a type of Digital Asset on the Site or otherwise during the use of the Services does not indicate our approval or disapproval of the technology on which the Digital Asset relies, and should not be used as a substitute for your understanding of the risks specific to each type of Digital Asset.
10.8 Use of the Services, in particular for trading Digital Assets, borrowing or supplying Digital Assets, and entering into Margin Positions or Perpetual Contracts, may carry financial risk. Digital Assets, especially in connection with Margin Positions and Perpetual Contracts, are, by their nature, highly experimental, risky, and volatile. Transactions entered into in connection with the Services are irreversible, final and there are no refunds. You acknowledge and agree that you will access and use the Site and the Services at your own risk. The risk of loss in trading Digital Assets, especially entering into Margin Positions and Perpetual Contracts, can be substantial. You should, therefore, carefully consider whether such trading is suitable for you in light of your circumstances and financial resources. By using the Services, you represent and warrant that you have been, are, and will be solely responsible for making your independent appraisal and investigations into the risks of a given transaction and the underlying Digital Assets, including Margin Positions and Perpetual Contracts. You represent that you have sufficient knowledge, market sophistication, professional advice, and experience to make your evaluation of the merits and risks of any transaction conducted in connection with the Services or any Digital Asset. You accept all consequences of using the Services, including the risk that you may lose access to your Digital Assets indefinitely. All transaction decisions are made solely by you. Notwithstanding anything in these Terms, we accept no responsibility whatsoever for, and will in no circumstances be liable to you in connection with, your use of the Services for performing Digital Asset transactions, including entering into Margin Positions or Perpetual Contracts.
10.9 We must comply with Applicable Law, which may require us to, upon request by government agencies, take certain actions or provide information, which may not be in your best interests.
10.10 You understand that the Web3 Service remains under development, which creates technological, trading, and other risks when using the Services. These risks include, among others, delays in trades, withdrawals, and deposits resulting from the servers of MEME or the operator of the Web3 Services being offline; an incorrect display of information on the Site in the case of server errors; or transactions using the Services being rolled back in the case of server errors. You acknowledge that these risks may have a material impact on your transactions using the Services, which may result in, among other things, failing to fulfill transactions at your desired price or at all.
10.11 You hereby assume, and agree that MEME will have no responsibility or liability for, the risks set forth in this Section 10. You hereby irrevocably waive, release and discharge all claims, whether known or unknown to you, against MEME, its affiliates, and their respective shareholders, members, directors, officers, employees, agents, and representatives, suppliers, and contractors related to any of the risks set forth in this Section 10.
11. Indemnification
You will defend, indemnify, and hold harmless MEME, its affiliates, and its and its affiliates’ respective stockholders, members, directors, officers, managers, employees, attorneys, agents, representatives, suppliers, and contractors (collectively, "Indemnified Parties") from any claim, demand, lawsuit, action, proceeding, investigation, liability, damage, loss, cost or expense, including without limitation reasonable attorneys’ fees, arising out of or relating to (a) your use of, or conduct in connection with, the Site or the Services (including, without limitation, the Web3 Service); (b) Digital Assets associated with your blockchain address; (c) any feedback or user content you provide to MEME, if any, concerning the Site or the Services; (d) your violation of these Terms; or (e) your infringement or misappropriation of the rights of any other person or entity. If you are obligated to indemnify any Indemnified Party, MEME (or, at its discretion, the applicable Indemnified Party) will have the right, in its sole discretion, to control any action or proceeding and to determine whether MEME wishes to settle, and if so, on what terms, and you agree to corporate with MEME in the defense.
12. Risk Disclosures and Disclaimers
12.1 Trading digital assets is risky and you should never trade more than they can afford to lose. The following list of risks associated with digital assets and the Services is not exhaustive.
12.2 Digital asset prices are highly volatile and trading in digital assets is extremely risky. In addition, factors beyond our control may affect market liquidity for a particular digital asset, such as regulatory activity, market manipulation, the acts or omissions of the issuer of the digital asset, or unexplainable price volatility. We may also determine it is in the best interest of Users to suspend trading in a digital asset for these reasons. By using the Services, you accept the risk of trading digital assets. In entering into any transaction, you represent that you have been, are, and will be solely responsible for making your own independent appraisal into the risks of the transaction and the underlying digital asset.
12.3 Our listing of a digital asset does not indicate approval or disapproval of the digital asset's merits as an investment or a technology. We give no warranty as to the suitability of the digital asset traded under this Agreement and assume no fiduciary duty in our relations with you. You must conduct your own due diligence when determining whether to buy or sell a particular digital asset. If you choose wisely, we will not share in any portion of your gains. Likewise, if you choose poorly, we will not bear any portion of your losses.
13. Exclusion of Consequential and Related Claims
In no event shall MEME, its affiliates, its suppliers and contractors, and its and its affiliates’, suppliers’ and contractors’ respective stockholders, members, directors, officers, managers, employees, attorneys, agents, representatives, suppliers, and contractors (collectively, the "Risk Limited Parties") be liable for any incidental, indirect, special, punitive, consequential or similar damages or liabilities whatsoever (including, without limitation, damages for loss of fiat, assets, data, information, revenue, opportunities, use, goodwill, profits or other business or financial benefit) arising out of or in connection with the Site and the Services (and any of their content and functionality, including, without limitation, the Web3 Service), any execution or settlement of a transaction, any performance or non-performance of the Services, your Digital Assets, Margin Positions, Perpetual Contracts or any other product, service or other item provided by or on behalf of MEME, whether under contract, tort (including negligence), civil liability, statute, strict liability, breach of warranties, or under any other theory of liability, and whether or not we have been advised of, knew of or should have known of the possibility of such damages and notwithstanding any failure of the essential purpose of these Terms or any limited remedy hereunder nor is MEME in any way responsible for the execution or settlement of transactions between users of MEME-developed open-source software.
14. Limitation of Liability
The ability for you to buy or sell digital assets on MEME is contingent on there being a counterparty willing to buy or sell the same digital asset. We make no promises as to the timing or availability of buying or selling digital assets on the Site. We reserve the right to change, suspend, or discontinue any aspect of the Services at any time and in any jurisdiction, without notice and without liability. This includes, without limitation, the absolute discretion to list and de-list digital assets available for trading at any time. We are not required to provide advance notice of delisting.
You acknowledge and agree that digital assets and/or features available in one jurisdiction may not be available for trading or to access, as applicable, in another.
15. Governing Law; Venue and Arbitration
You agree to arbitrate any dispute arising from these Terms or your use of the Services. Arbitration prevents you from suing in court or from having a jury trial. You agree to notify each other in writing of any dispute within sixty days of when it arises.
In addition, you agree:
To attempt informal resolution prior to any demand for arbitration;
That any arbitration will occur in the United States;
That any arbitration will be conducted confidentially by a single arbitrator, selected by a third-party arbitration forum;
That the state and federal courts in the United States have exclusive jurisdiction over any appeals of an arbitration award and over any suit between the parties not subject to arbitration;
That the arbitrator has the authority to grant any remedy that would otherwise be available in court; and
That the parties shall split the costs and expenses of any arbitration and bear their own legal costs and expenses.
Any dispute between the parties will be governed by these Terms and the laws of the State of Delaware, without giving effect to any conflict of laws principles that may provide for the application of the law of another jurisdiction.
You will only be permitted to pursue claims against us on an individual basis, not as a plaintiff or class member in any class or representative action or proceeding, and you will only be permitted to seek relief (including monetary, injunctive, and declaratory relief) on an individual basis.
16. Termination and Suspension
These Terms are effective until terminated by us. MEMEDEX, in its sole discretion, has the right to terminate your access to the Site or Services, or any part thereof, immediately at any time. We reserve the right, in our sole and absolute discretion, to restrict, suspend, or terminate your access to all or any part of the Site or Service, or to terminate this Agreement at any time without prior notice or liability if you breach any provision of this Agreement or violate the rights of any third-party on or through the Site. We reserve the right to change, suspend, or discontinue all or any part of the Site at any time without prior notice or liability.
MEMEDEX is not liable to you or any third-party for termination of your access to the Site or Services, or any part thereof. If you object to any of the requirements, statements, or obligations of these Terms, or any subsequent modifications thereto, or become dissatisfied with the Site or Services in any way, your only recourse is to immediately discontinue use of the Site and/or Services. Upon termination of these Terms, you will cease all use of the Site and Services.
You may terminate this Agreement by sending written notification to us at [email protected] and terminating your use of the Site and Services.
17. Restricted Jurisdictions
The Site and Services are subject to all applicable export control restrictions, and, by using the Site and/or Services, you represent that your actions are not in violation of such export control restrictions. Without limiting the foregoing, you may not use the Services if you are (i) a resident, national or agent of Crimea, Cuba, Iran, North Korea, Syria or any other country or region to which the United States embargoes goods or imposes similar sanctions ("Restricted Jurisdictions"); (ii) a resident, national or agent of the United States of America; (iii) a member of any sanctions list or equivalent maintained by the United States government ("Restricted Persons"); or (iv) you intend to transact with any Restricted Jurisdictions or Restricted Persons. Use of a virtual private network ("VPN") to circumvent the restrictions set forth herein is prohibited.
18. Entire Agreement
This Agreement and the Privacy Policy constitute the sole and entire agreement between you and MEMEDEX with respect to the Site and supersede all prior and contemporaneous understandings, agreements, representations and warranties, both written and oral, with respect to the Site. This Agreement does not, and will not be construed to, create any partnership, joint venture, employer-employee, agency or franchisor-franchisee relationship between you and MEMEDEX.
If you have any questions about these Terms, please contact us at [email protected]