Last updated on March 15, 2022
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.
1.3 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.
2.1 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.
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.
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.
10.1 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.
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.
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.