TERMS OF SERVICE

Last Revised on April 20, 2024

The Terms of Service (these “Terms” or the “Agreement”) for the website memekek.tech (the “Website” or “Interface”) apply to the Website and any content, smart contracts, tools, features and functionality offered on or through the Website (collectively the “Services”) and are entered into are entered into by and between you as the user of the Services (“you,” “your,” or the “User”) and the Website’s operators (“we,” our,” “us,” “Memekek,” “Company”).

These Terms govern your access to and use of the Services, which use a suite of experimental blockchain-oriented functionalities. Using these functionalities (including via the interface on our website) poses significant risks to you and your online assets. Please read these terms carefully, as they contain very important information regarding these risks and your rights and obligations, as well as conditions, limitations, and exclusions that might apply to you and your rights. By accessing and/or using the Services, you are agreeing to these Terms. If you do not understand or agree to these Terms, please do not use the Services.

If you use the Services on behalf of a company or other entity then “you” includes you and that entity, and you represent and warrant that (a) you are an authorized representative of the entity with the authority to bind the entity to these Terms, and (b) you agree to these Terms on the entity’s behalf.

SECTION 9 CONTAINS AN ARBITRATION CLAUSE AND CLASS ACTION WAIVER. BY AGREEING TO THESE TERMS, YOU AGREE (A) TO RESOLVE ALL DISPUTES WITH US (WITH LIMITED EXCEPTION) RELATED TO THE COMPANY’S SERVICES AND/OR PRODUCTS THROUGH BINDING INDIVIDUAL ARBITRATION, WHICH MEANS THAT YOU WAIVE ANY RIGHT TO HAVE THOSE DISPUTES DECIDED BY A JUDGE OR JURY, AND (B) TO WAIVE YOUR RIGHT TO PARTICIPATE IN CLASS ACTIONS, CLASS ARBITRATIONS, OR REPRESENTATIVE ACTIONS, AS SET FORTH BELOW. YOU HAVE THE RIGHT TO OPT-OUT OF ARBITRATION CLAUSE AND THE CLASS ACTION WAIVER AS EXPLAINED IN SECTION 9.

TABLE OF CONTENTS

1. THE SERVICES        1

2. ELIGIBILITY; USER ACCOUNTS       4

3. LOCATION OF OUR PRIVACY AND ADDITIONAL POLICIES       4

4.RIGHTS WE GRANT YOU       4

5. USE OF THE SERVICES       5

6. OWNERSHIP AND CONTENT       8

7.WEBSITE CONTENT AND INFORMATION       8

8. DISCLAIMERS, LIMITATIONS OF LIABILITY, AND INDEMNIFICATION       10

9. ARBITRATION AND CLASS ACTION WAIVER       13

10. ADDITIONAL PROVISIONS       15

1. THE SERVICES
   

1. Attestation Data Market and the Protocol. The Website’s Services include without limitation providing methods and information to enable those who access the Website (“Participants”) to access to or participate in attestation and data market mechanisms powered by blockchain-enforced smart contracts (the “Protocol”). The Protocol is intended to be provided and operate in a decentralized manner, meaning that Memekek has no ability to control, modify, prevent, stop, amend, or adjust interactions or transactions after they are submitted to the Protocol, whether or not through the Interface. Further, the Interface is not the only method that individuals or parties may interact with, contribute to, access, or otherwise affect the Protocol. Thus, the Services (including the Website and the Interface) are distinct from the Protocol, and any of the Protocol’s products or offerings should not be viewed as products or offerings provided by the Website. You are expected to be familiar with the Protocol and the risks it represents (including without limitation the possibility of your crypto-assets being forfeited according to the Protocol’s rules or being lost for any  other reason) before accessing it (whether accessed via the Interface or otherwise). YOU ACKNOWLEDGE AND AGREE THAT YOUR USE OR INTERACTION WITH THE PROTOCOL IS AT YOUR OWN RISK AND MEMEKEK WAIVES ALL LIABILITY OR RESPONSIBILITY, AND MAKES NO WARRANTIES, RELATED TO THE PROTOCOL, WHETHER OR NOT THE PROTOCOL IS ACCESSED VIA OUR SERVICES.
2. Blockchain Fees. Your full use and enjoyment of the Services (whether or not by using the Interface) may require you to pay transactional fees required by their underlying blockchain or distributed ledger service, or by the Protocol itself, that are designed to encourage their intended use among the Protocol’s participants (“Blockchain Fees”). You acknowledge that in no event will Memekek be responsible to you or any other party for the payment, repayment, refund, disbursement, indemnity, or for any other aspect of your use or transmission of Blockchain Fees

3. Wallets. All transactions initiated through our Services require you to use third party digital wallets (“Wallets”). Your use of any Wallet is solely at your own risk.  You agree that you authorize all transactions initiated by you or on your behalf through the Services in connection with your Wallet. We have no control over any blockchain and cannot and do not guarantee that any transaction details that you submit or receive via the Services will be validated by or confirmed on such blockchain. By using such Wallets to conduct transactions via the Services, you agree that you are governed by the terms of service and privacy policy for the applicable Wallets, and that the Company has no responsibility, liability or responsibility to you in any way arising from your use of such Wallets, including for any security failures or other errors or failures of such Wallets. The private keys necessary to access the assets held in a Wallet are not held by the Company. The Company has no ability to help you access or recover your private keys and/or seed phrases for your Wallet. You are solely responsible for maintaining the confidentiality of your private keys and you are responsible for any transactions signed with your private keys.

4. Third Party Platforms. You may be able to transact and otherwise interact with the Protocol’s attestation and data market mechanisms via third party platforms (“Third Party Platforms”).  We are not party to any agreements between Users and any Third Party Platforms. If you have a dispute with one or more users in connection with transactions performed via Third Party Platforms, you release us (and our affiliates and subsidiaries, and our and their respective officers, directors, employees and agents) from claims, demands and damages (actual and consequential) of every kind and nature, known and unknown, arising out of or in any way connected with such disputes. In entering into this release you expressly waive any protections (whether statutory or otherwise) that would otherwise limit the coverage of this release to include only those claims which you may know or suspect to exist in your favor at the time of agreeing to this release.  We may not be able to control the actions of Third Party Platforms, and we make no promises or guarantees of any kind regarding Third Party Platforms.

5. Points. The Services may allow you to receive points (“Points”) for performing certain actions and participating in the Services. These points are not facilitated by blockchain technology and are assigned and maintained off-chain by the Company at its sole discretion. By participating in the Services and receiving points, you acknowledge and agree that you are receiving points solely for the functionality, traits and features that exist as of the date the points are received, and not in anticipation of any future or speculative functionality, traits, features or economic benefit that may be associated with such points.
6. Connected Services. You may be able to display and showcase Points or attestation data created using the Websites Services within third-party applications and services that have integrated with the Services to allow relevant data to be displayed on their applications and services (“Connected Services”).  To be clear, the Connected Services are owned and operated by third parties and are not owned or controlled by us. Thus, we can’t make any guarantee or promise about the functionality or nature of any Connected Services, including whether you’ll be able to display and use relevant data within any Connected Services.

7. Additional Information. In order to transact through our Services, we or our services providers may require you to provide additional information and documents regarding your use of the Services, including at the request of any competent authority or in case of application of any applicable law or regulation, including laws related to anti-money laundering, or for counteracting financing of terrorism. If you do not provide complete and accurate information and documentation in response to such a request, your transactions may not be processed through our Services. You acknowledge that there may also be a time delay between the time when you submit such information and when we and/or our service providers are able to complete any anti-money laundering, know-your-client or similar checks.

8. Beta Offerings. From time to time, we may, in our sole discretion, include certain test or beta features or products in the Services (“Beta Offerings”) as we may designate from time to time. Your use of any Beta Offering is completely voluntary. The Beta Offerings are provided on an “as is” basis and may contain errors, defects, bugs, or inaccuracies that could cause failures, corruption or loss of data and information from any connected device. You acknowledge and agree that all use of any Beta Offering is at your sole risk. You agree that once you use a Beta Offering, your content or data may be affected such that you may be unable to revert back to a prior non-beta version of the same or similar feature. Additionally, if such reversion is possible, you may not be able to return or restore data created within the Beta Offering back to the prior non-beta version. If we provide you with any Beta Offerings on a closed beta or confidential basis, we will notify you of such as part of your use of the Beta Offerings. For any such confidential Beta Offerings, you agree to not disclose, divulge, display, or otherwise make available any of the Beta Offerings without our prior written consent.

1. ELIGIBILITY; USER ACCOUNTS
   

1. Eligibility.  To use the Services, you must be 18 years of age or older and not be a Prohibited Person. A “Prohibited Person” is any person or entity that is (a) listed on any U.S. Government list of prohibited or restricted parties, including the U.S. Treasury Department’s list of Specially Designated Nationals and Blocked Persons maintained by the US Treasury Department’s Office of Foreign Assets Control (“OFAC”) or the U.S. Department of Commerce Denied Person’s List or Entity List, (b) located or organized in any U.S. embargoed countries or any country that has been designated by the U.S. Government as a “terrorist supporting”, (c) on any list pursuant to European Union (“EU”) and/or United Kingdom (“UK”) regulations (as the latter are extended to the British Virgin Islands by statutory instrument); (ii) operationally based or domiciled in a country or territory in relation to which sanctions imposed by the United Nations (whether through the Security Council or otherwise), OFAC, the EU and/or the UK apply; or (iii) otherwise pursuant to sanctions imposed by the United Nations, OFAC, the EU or the UK; (c) for a senior foreign political figure, any member of a senior foreign political figure’s immediate family or any close associate of a senior foreign political figure unless the directors of the Company, after being specifically notified by the Purchaser in writing that it is such a person, conduct further due diligence and determine that you shall be permitted to receive the relevant Company NFT under these terms, (d) trustee, agent, representative or nominee for a foreign shell bank, or (e) owned or controlled by such persons or entities listed in (a)-(e).  You acknowledge and agree that you are solely responsible for complying with all applicable laws of the jurisdiction you are located or accessing the Services from in connection with your use of the Services. Further, if you use the Services, you may not transfer or provide to us any currency, digital assets or other items that have been derived from any illegal or unlawful activity. By using the Services, you represent and warrant that you meet these all requirements.

1. LOCATION OF OUR PRIVACY AND ADDITIONAL POLICIES

1. Privacy Policy. Our Privacy Policy describes how we handle the information you provide to us when you use the Services. For an explanation of our privacy practices, please visit our Privacy Policy located at memekek.tech/privacy.

1. RIGHTS WE GRANT YOU

1. Services License. Subject to your compliance with these Terms, the Company hereby grants to you, a personal, worldwide, royalty-free, non-assignable, non-sublicensable, non-transferrable, and non-exclusive license to use the software provided to you as part of the Services. This license has the sole purpose of enabling you to use and enjoy the benefit of the Services as provided by us, in the manner permitted by these Terms and subject to the use restrictions described below. Your access and use of the Services may be interrupted from time to time for any of several reasons, including, without limitation, the malfunction of equipment, periodic updating, maintenance, or repair of the Service or other actions that Company, in its sole discretion, may elect to take.

1. USE OF THE SERVICES
   

1. Accessing the Website and User Security. We reserve the right to withdraw or amend the Website (including the Interface), and any other Services or material we provide on the Website, in our sole discretion without notice. We will not be liable if for any reason all or any part of the Website, the Interface, the Protocol, or any of the Services are unavailable at any time or for any period. From time to time, we may restrict access to some parts of the Website, or the entire Website, to Participants.
   
   To access certain Services or some of the resources offered on the Website, the User may be asked to provide certain registration details or other information. Other Services or resources offered on the Website (such as the Interface) may require the User to utilize certain Web3 capabilities, such a crypto-asset wallet capable of interacting with the User’s web browser or relevant blockchain nodes (“Web3 Utilities”). It is a condition of the User’s use of the Website and the Services that the User only operate such Web3 Utilities with a private key(s) that the User created or has the direct, explicit permission of the party who created the relevant private key(s).
   
   The User agrees that all information it provides to interact with the Website, Interface, Services, or otherwise, including, but not limited to, through the use of any interactive features on the Website is correct, current, and complete. The User consents to all actions we take with respect to the User’s information as is consistent with these Terms of Use and all documents referenced or incorporated herein.
   
   If the User utilizes a Web3 Utility that relies on a separate username, password, private key, or any other piece of information as part of its security procedures, the User must treat such information as confidential, and the User must not disclose that information to any other person or entity. The User also acknowledges that any identity linked to its Web3 Utility is personal to the User and agrees not to provide any other person with access to such identity. The User also agrees to ensure that it will lock or otherwise prevent its Web3 Utility from unauthorized use on this Website or the Services at the end of each session. The User should use particular caution when accessing the Website or the Services from a public or shared computer so that others are not able to view or record the User’s username, password, private key, or other personal information. In the event the User’s Web3 credentials are compromised, the User acknowledges and understands that all of its related crypto-assets may be compromised as well, and waives any and all responsibility of and liability against Memekek related to any losses in any such event.
2. Interaction with other users on the Services. The Website is a user interface for displaying content created by other users. We do not verify, endorse, or assume responsibility for any content, contracts, or applications introduced or created by users. Users must exercise caution and conduct their due diligence before interacting with any contracts or applications.
   
   You are responsible for your interactions with other users on the Services. While we reserve the right to monitor interactions between users of our Services, we are not obligated to do so, and we cannot be held liable for your interactions with other users, or for any user’s actions or inactions. If you have a dispute with one or more users, you release us (and our affiliates and subsidiaries, and our and their respective officers, directors, employees and agents) from claims, demands and damages (actual and consequential) of every kind and nature, known and unknown, arising out of or in any way connected with such disputes. In entering into this release you expressly waive any protections (whether statutory or otherwise) that would otherwise limit the coverage of this release to include only those claims which you may know or suspect to exist in your favor at the time of agreeing to this release.
3. Restrictions on Your Use of the Service. You may not do any of the following, unless applicable laws or regulations prohibit these restrictions or you have our written permission to do so:

1. submit, transmit, display, perform, post or store any content that is inaccurate, unlawful, defamatory, obscene, lewd, lascivious, filthy, excessively violent, pornographic, invasive of privacy or publicity rights, harassing, threatening, abusive, inflammatory, harmful, hateful, cruel or insensitive, deceptive, or otherwise objectionable, use the Services for illegal, harassing, bullying, unethical or disruptive purposes, or otherwise use the Services in a manner that is obscene, lewd, lascivious, filthy, excessively violent, harassing, harmful, hateful, cruel or insensitive, deceptive, threatening, abusive, inflammatory, pornographic, inciting, organizing, promoting or facilitating violence or criminal or harmful activities, defamatory, obscene or otherwise objectionable;
2. use the Services for the purpose of exploiting, harming, or attempting to exploit or harm minors in any way by exposing them to inappropriate content, asking for personally identifiable information, or otherwise;
3. promote any illegal activity, or advocate, promote, or assist any unlawful act;
4. cause needless annoyance, inconvenience, or anxiety, or be likely to unreasonably upset, embarrass, alarm, or annoy any other person;
5. duplicate, decompile, reverse engineer, disassemble, or decode the Services (including any underlying idea or algorithm), or attempt to do any of the same;
6. use, reproduce or remove any copyright, trademark, service mark, trade name, slogan, logo, image, or other proprietary notation displayed on or through the Services;
7. use the Services in such a way as to infringe the privacy, intellectual property rights or other rights of third parties;
8. use automation software (bots), hacks, modifications (mods) or any other unauthorized third party software designed to modify the Services;
9. use any robot, spider, crawlers, scraper, or other automatic device, process, software, or queries that intercepts, “mines,” scrapes, extracts, or otherwise accesses the Services to monitor, extract, copy, or collect information or data from or through the Services, or engage in any manual process to do the same;
10. access or use the Services in any manner that could disable, overburden, damage, disrupt, or impair the Services or interfere with any other party’s access to or use of the Services or use any device, software or routine that causes the same;
11. attempt to gain unauthorized access to, interfere with, damage or disrupt the Services, accounts registered to other users, or the computer systems or networks connected to the Services;
12. circumvent, remove, alter, deactivate, degrade, or thwart any technological measure, content protections, or restrictions prohibiting impermissible access to the Services;
13. introduce any viruses, trojan horses, worms, logic bombs, or other materials that are malicious or technologically harmful into our systems;
14. deceive or defraud, or attempt to deceive or defraud, any person, including (without limitation) providing any false, inaccurate, or misleading information (whether directly through the Services or through an external means that affects the Protocol) with the intent to unlawfully obtain the property of another or to provide knowingly or recklessly false information, including in any way that causes inaccuracy among the content on the Website or on the Services;
15. impersonate any person, or misrepresent the User’s affiliation with any person or organization in connection with its use of the Website and Services;
16. provide the Company with the personal information of any persons under the age of 13 for delivery or any other reason;
17. violate any applicable law or regulation in connection with your access to or use of the Services (including, without limitation, any laws regarding the export of data or software to and from the US and other countries); or
18. access or use the Services in any way not expressly permitted by these Terms.

1. Monitoring and Enforcement; Termination. We reserve the right to remove any content, file or image deemed in violation of these Terms at our sole discretion and assume no liability for loss incurred through uploading or otherwise interacting with content in violation of our Terms of Service.
   
   We may also Terminate or suspend your access to all or part of the Website for any or no reason, including without limitation, any violation of these Terms of Use, and may further take appropriate legal action, including without limitation, referral to law enforcement, for any illegal or unauthorized use of the Website.
   
   Without limiting the foregoing, We have the right to cooperate fully with any law enforcement authorities or court order requesting or directing us to disclose the identity or other information of anyone posting any materials on or through the Website. BY USING THE SERVICES, YOU WAIVE AND HOLD HARMLESS COMPANY AND ITS AFFILIATES, LICENSEES, AND SERVICE PROVIDERS FROM ANY CLAIMS RESULTING FROM ANY ACTION TAKEN BY ANY OF THE FOREGOING PARTIES DURING, OR TAKEN AS A CONSEQUENCE OF, INVESTIGATIONS BY EITHER SUCH PARTIES OR LAW ENFORCEMENT AUTHORITIES.
   
   However, we cannot review interactions or activities before they are executed through the Website, and, given the nature of blockchain and functionalities like those offered via the Services, cannot ensure prompt removal or rectification of objectionable interactions or activities after they have been executed. Accordingly, the User agrees that we assume no liability for any action or inaction regarding transmissions, communications, transactions, blockchain operations, or content provided by any Participant or third party, including any that may cause a malfunction or inaccuracy on the Website or among the Services. We have no liability or responsibility to anyone for any other party’s performance or nonperformance of the activities described in this Section, nor for any harms or damages created by others’ interactions with any blockchain underlying the Services or reliance on the information or content presented on the Website.

1. OWNERSHIP AND CONTENT

1. Ownership of the Services. The Services, including their “look and feel” (e.g., text, graphics, images, logos), proprietary content, information and other materials, are protected under copyright, trademark and other intellectual property laws. You agree that the Company and/or its licensors own all right, title and interest in and to the Services and you agree not to take any action(s) inconsistent with such ownership interests. We and our licensors reserve all rights in connection with the Services and its content, including the right to create derivative works.
2. Ownership of Trademarks. The Company’s name, trademarks, the Company’s logo, and all related names, logos, product and service names, designs and slogans are trademarks of the Company or its affiliates or licensors. Other names, logos, product and service names, designs, and slogans that appear on the Services are the property of their respective owners, who may or may not be affiliated with, connected to, or sponsored by us.

1. WEBSITE CONTENT AND INFORMATION

1. Reliance on Information Posted. The content and information presented on or through the Website (including, without limitation, on the Interface) is made available solely for general information and education purposes. We do not warrant the accuracy, completeness, or usefulness of this information. Any information posted to the Website or through the Services should not be construed as an intention to form a contract, and in no case should any information be construed as Company’s offer to buy, sell, or exchange crypto-assets. Any reliance the User places on such information is strictly at the User’s own risk, and as is common in the blockchain space, the User is assuming a high amount of risk related to others or technical harms when operating via the Website, the Interface, and the Services. We disclaim all liability and responsibility arising from any reliance placed on such materials by the User or any other Participant, by anyone who may be informed of any of the Website’s or the Services’ contents, or by the actions or omissions of others interacting with the Protocol or any underlying blockchain.
2. Use of Third Party Materials in the Services. Certain Services may display, include or make available content, data, information, applications or materials from third parties (“Third Party Materials”) or provide links to certain third party websites (such as Twitter, Discord, NFT marketplaces or decentralized exchanges). By using the Services, you acknowledge and agree that the Company is not responsible for examining or evaluating the content, accuracy, completeness, availability, timeliness, validity, copyright compliance, legality, decency, quality or any other aspect of such Third Party Materials or websites. We do not warrant or endorse and do not assume and will not have any liability or responsibility to you or any other person for any third party services, Third Party Materials or third party websites, or for any other materials, products, or services of third parties. Third Party Materials and links to other websites are provided solely as a convenience to you.
3. No Professional Advice. All information or content provided or displayed by the Website (including, without limitation, on the Interface) is for informational purposes only and should not be construed as professional advice (including, without limitation, tax, legal, or financial advice). The User should not take or refrain from taking any action based on any information or content displayed or provided on the Website, on the Interface, or through the Services. The User should seek independent professional advice from an individual licensed and competent in the appropriate area before the User makes any financial, legal, or other decisions where such should be considered prudent. The User acknowledges and agrees that, to the fullest extent permissible by law, it has not relied on Memekek, the content on the Website, the Interface, or the Services for any professional advice related to its financial or legal behaviors.
4. Claims of Intellectual Property Violations and Copyright Infringement. We respond to notices of alleged copyright infringement under the United States Digital Millennium Copyright Act. Our team works to ensure that content on our Website or in our app does not infringe upon the copyright, trademark, or certain other intellectual property rights of third parties. If you believe that your intellectual property rights have been infringed, please notify memetechkek@proton.me and we will investigate.

1. DISCLAIMERS, LIMITATIONS OF LIABILITY, AND INDEMNIFICATION

1. Disclaimers.

1. Your access to and use of the Services are at your own risk. You understand and agree that the Services are provided to you on an “AS IS” and “AS AVAILABLE” basis. Without limiting the foregoing, to the maximum extent permitted under applicable law, the Company, its parents, affiliates, related companies, officers, directors, employees, agents, representatives, partners and licensors (the “the Company Entities”) DISCLAIM ALL WARRANTIES AND CONDITIONS, WHETHER EXPRESS OR IMPLIED, OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT. The Company Entities make no warranty or representation and disclaim all responsibility and liability for: (a) the completeness, accuracy, availability, timeliness, security or reliability of the Services; (b) any harm to your computer system, loss of data, or other harm that results from your access to or use of the Services; (c) the operation or compatibility with any other application or any particular system or device; and (d) whether the Services will meet your requirements or be available on an uninterrupted, secure or error-free basis. No advice or information, whether oral or written, obtained from the Company Entities or through the Services, will create any warranty or representation not expressly made herein.
2. THE LAWS OF CERTAIN JURISDICTIONS, INCLUDING THE STATE OF NEW JERSEY, DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES OR THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES AS SET FORTH IN SECTION 9.2 BELOW. IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE ABOVE DISCLAIMERS, EXCLUSIONS, OR LIMITATIONS MAY NOT APPLY TO YOU, AND YOU MAY HAVE ADDITIONAL RIGHTS.
3. THE COMPANY ENTITIES TAKE NO RESPONSIBILITY AND ASSUME NO LIABILITY FOR ANY CONTENT THAT YOU, ANOTHER USER, OR A THIRD PARTY CREATES, UPLOADS, POSTS, SENDS, RECEIVES, OR STORES ON OR THROUGH OUR SERVICES.
4. YOU UNDERSTAND AND AGREE THAT YOU MAY BE EXPOSED TO CONTENT THAT MIGHT BE OFFENSIVE, ILLEGAL, MISLEADING, OR OTHERWISE INAPPROPRIATE, NONE OF WHICH THE COMPANY ENTITIES WILL BE RESPONSIBLE FOR.

1. Limitations of Liability. TO THE EXTENT NOT PROHIBITED BY LAW, YOU AGREE THAT IN NO EVENT WILL THE COMPANY ENTITIES BE LIABLE (A) FOR DAMAGES OF ANY KIND, INCLUDING INDIRECT SPECIAL, EXEMPLARY, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES (INCLUDING, BUT NOT LIMITED TO, PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, LOSS OF USE, DATA OR PROFITS, BUSINESS INTERRUPTION OR ANY OTHER  DAMAGES OR LOSSES, ARISING OUT OF OR RELATED TO YOUR USE OR INABILITY TO USE THE SERVICES), HOWEVER CAUSED AND UNDER ANY THEORY OF LIABILITY, WHETHER UNDER THESE TERMS OR OTHERWISE ARISING IN ANY WAY IN CONNECTION WITH THE SERVICES OR THESE TERMS AND WHETHER IN CONTRACT, STRICT LIABILITY OR TORT (INCLUDING NEGLIGENCE OR OTHERWISE) EVEN IF THE COMPANY ENTITIES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE, OR (B) FOR ANY OTHER CLAIM, DEMAND OR DAMAGES WHATSOEVER RESULTING FROM OR ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR THE DELIVERY, USE OR PERFORMANCE OF THE SERVICES.  THE COMPANY ENTITIES’ TOTAL LIABILITY TO YOU FOR ANY DAMAGES FINALLY AWARDED SHALL NOT EXCEED THE GREATER OF ONE HUNDRED DOLLARS ($100.00), OR THE AMOUNT YOU PAID THE COMPANY ENTITIES, IF ANY, IN THE PAST SIX (6) MONTHS FOR THE SERVICES (OR OFFERINGS PURCHASED ON THE SERVICES) GIVING RISE TO THE CLAIM. THE FOREGOING LIMITATIONS WILL APPLY EVEN IF THE ABOVE STATED REMEDY FAILS OF ITS ESSENTIAL PURPOSE.
2. Indemnification. By entering into these Terms and accessing or using the Services, you agree that you shall defend, indemnify and hold the Company Entities harmless from and against any and all claims, costs, damages, losses, liabilities and expenses (including attorneys’ fees and costs) incurred by the Company Entities arising out of or in connection with: (a) your violation or breach of any term of these Terms or any applicable law or regulation; (b) your violation of any rights of any third party; (c) your misuse of the Services; or (d) your negligence or wilful misconduct. If you are obligated to indemnify any Company Entity hereunder, then you agree that Company (or, at its discretion, the applicable Company Entity) will have the right, in its sole discretion, to control any action or proceeding and to determine whether Company wishes to settle, and if so, on what terms, and you agree to fully cooperate with Company in the defense or settlement of such claim.
3. Acknowledgement: Assumption of Risks.

1. By using the Services, you acknowledge that blockchains, decentralized exchanges, decentralized finance, crypto-assets, the Protocol, and their related technologies and functionalities are still emerging innovations that carry a relatively high amount of foreseeable and unforeseeable risk from security, financial, technical, political, social, and personal safety standpoints. The speed and cost of transacting with cryptographic technologies, such as blockchains like those underlying the Protocol, are variable and highly volatile. Moreover, the transparent nature of many blockchains means that any interactions the User has with the Protocol and any blockchain may be publicly visible and readable in human form. The Website and Services are still in beta and Users acknowledge the elevated risk associated with early testing of the Website, the Interface, the Services, and the Protocol.
2. Crypto-assets are highly volatile in nature due to many diverse factors, including without limitation use and adoption, speculation, manipulation, technology, security, and legal and regulatory developments and application. We do not provide any kind of insurance to you against any type of loss, including (without limitation) losses due to decrease in value of assets, assets lost due to a cybersecurity failure, or from your or other individuals’ errors or malfeasance. You acknowledge that cryptocurrencies and other similar digital assets are neither (i) deposits of or guaranteed by a bank nor (ii) insured by the FDIC or by any other governmental agency. Further, you agree that Company’s Services are not to be used as a substitute for currency or medium of exchange, or redistribution and that you are not acquiring any equity or other ownership or revenue sharing interest in the Company, its affiliates, or any brand as a result of your use of the Services.
3. The mere access to and interaction with blockchains requires high degrees of skill and knowledge to operate with a relative degree of safety and proficiency. By accessing and using the Website or the Services, the User acknowledges the foregoing, and agrees and represents that it understands and assumes such and other risks involved with blockchains, decentralized finance, the Protocol, and related technologies (including without limitation any specific technical language used in this Agreement). You acknowledge that there are inherent risks associated with using or interacting with public blockchains and blockchain technology. There is no guarantee that such technology will be unavailable or subject to errors, hacking or other security risks. Underlying blockchain protocols may also be subject to sudden changes in operating rules, including forks, and it is your responsibility to make yourself aware of upcoming operating changes.
4. The User represents that it has sufficient knowledge and experience in business and financial matters, including a sufficient understanding of blockchain technologies, digital assets, storage mechanisms (such as Wallets), and blockchain-based software systems to be able to assess and evaluate the risks and benefits of the Services contemplated hereunder, and will bear the risks thereof, including loss of all amounts paid, and the risk that digital assets may have little or no value. You acknowledge and agree that there are risks associated with purchasing and holding digital assets and using blockchain technology. These including, but are not limited to, risk of losing access to digital assets due to loss of private key(s), custodial error or purchaser error, risk of mining or blockchain attacks, risk of hacking and security weaknesses, risk of unfavorable regulatory intervention in one or more jurisdictions, risks related to token taxation, risk of personal information disclosure, risk of uninsured losses, unanticipated risks, and volatility risks.
5. We will use commercially reasonable efforts to use secure and functional smart contracts, however, we will not be liable or responsible to you for any failure in the intended function of such smart contracts, or any bugs, viruses, exploits, logic gaps, or malicious code which may be incorporated into any such smart contracts, or which could be used to commit fraud or otherwise cause harm. You acknowledge that you have obtained sufficient information to make an informed decision to interact with relevant smart contracts, including carefully reviewing the code of the smart contracts, and fully understand and accept the functions of the same. Smart contracts execute automatically when certain conditions are met. We do not have the ability to reverse a transaction that is recorded on a public blockchain. You are responsible for ensuring that any details entered in connection with a transaction using any smart contracts are accurate and complete. We are not responsible for any losses due to your errors, including an incorrectly constructed transaction.

1. ARBITRATION AND CLASS ACTION WAIVER
   
   PLEASE READ THIS SECTION CAREFULLY – IT MAY SIGNIFICANTLY AFFECT YOUR LEGAL RIGHTS, INCLUDING YOUR RIGHT TO FILE A LAWSUIT IN COURT AND TO HAVE A JURY HEAR YOUR CLAIMS. IT CONTAINS PROCEDURES FOR MANDATORY BINDING ARBITRATION AND A CLASS ACTION WAIVER.

1. Informal Process First. You and the Company agree that in the event of any dispute, either party will first contact the other party and make a good faith sustained effort to resolve the dispute before resorting to more formal means of resolution, including without limitation, any court action, after first allowing the receiving party 30 days in which to respond. Both you and the Company agree that this dispute resolution procedure is a condition precedent which must be satisfied before initiating any arbitration against the other party.
2. Arbitration Agreement and Class Action Waiver. After the informal dispute resolution process, any remaining dispute, controversy, or claim (collectively, “Claim”) relating in any way to the Company’s services and/or products, including the Services, and any use or access or lack of access thereto, will be resolved by arbitration, including threshold questions of arbitrability of the Claim. You and the Company agree that any Claim will be settled by final and binding arbitration, using the English language, administered by JAMS under its Comprehensive Arbitration Rules and Procedures (the “JAMS Rules”) then in effect (those rules are deemed to be incorporated by reference into this section, and as of the date of these Terms).  Because your contract with the Company, these Terms, and this Arbitration Agreement concern interstate commerce, the Federal Arbitration Act (“FAA”) governs the arbitrability of all disputes. However, the arbitrator will apply applicable substantive law consistent with the FAA and the applicable statute of limitations or condition precedent to suit. Arbitration will be handled by a sole arbitrator in accordance with the JAMS Rules. Judgment on the arbitration award may be entered in any court that has jurisdiction. Any arbitration under these Terms will take place on an individual basis – className arbitrations and className actions are not permitted. You understand that by agreeing to these Terms, you and the Company are each waiving the right to trial by jury or to participate in a className action or className arbitration.
3. Exceptions. Notwithstanding the foregoing, you and the Company agree that the following types of disputes will be resolved in a court of proper jurisdiction:

1. Disputes or claims within the jurisdiction of a small claims court consistent with the jurisdictional and dollar limits that may apply, as long as it is brought and maintained as an individual dispute and not as a className, representative, or consolidated action or proceeding;
2. Disputes or claims where the sole form of relief sought is injunctive relief (including public injunctive relief); or
3. Intellectual property disputes.

1. Costs of Arbitration. Payment of all filing, administration, and arbitrator costs and expenses will be governed by the JAMS Rules, except that if you demonstrate that any such costs and expenses owed by you under those rules would be prohibitively more expensive than a court proceeding, the Company will pay the amount of any such costs and expenses that the arbitrator determines are necessary to prevent the arbitration from being prohibitively more expensive than a court proceeding (subject to possible reimbursement as set forth below).
   
   Fees and costs may be awarded as provided pursuant to applicable law. If the arbitrator finds that either the substance of your claim or the relief sought in the demand is frivolous or brought for an improper purpose (as measured by the standards set forth in Federal Rule of Civil Procedure 11(b)), then the payment of all fees will be governed by the JAMS rules. In that case, you agree to reimburse the Company for all monies previously disbursed by it that are otherwise your obligation to pay under the applicable rules. If you prevail in the arbitration and are awarded an amount that is less than the last written settlement amount offered by the Company before the arbitrator was appointed, the Company will pay you the amount it offered in settlement.  The arbitrator may make rulings and resolve disputes as to the payment and reimbursement of fees or expenses at any time during the proceeding and upon request from either party made within 14 days of the arbitrator’s ruling on the merits.
2. Opt-Out. You have the right to opt-out and not be bound by the arbitration provisions set forth in these Terms by sending written notice of your decision to opt-out to memetechkek@proton.me. The notice must be sent to the Company within thirty (30) days of your first registering to use the Services or agreeing to these Terms; otherwise you shall be bound to arbitrate disputes on a non-className basis in accordance with these Terms. If you opt out of only the arbitration provisions, and not also the className action waiver, the className action waiver still applies. You may not opt out of only the className action waiver and not also the arbitration provisions.  If you opt-out of these arbitration provisions, the Company also will not be bound by them.
3. WAIVER OF RIGHT TO BRING CLASS ACTION AND REPRESENTATIVE CLAIMS. To the fullest extent permitted by applicable law, you and the Company each agree that any proceeding to resolve any dispute, claim, or controversy will be brought and conducted ONLY IN THE RESPECTIVE PARTY’S INDIVIDUAL CAPACITY AND NOT AS PART OF ANY CLASS (OR PURPORTED CLASS), CONSOLIDATED, MULTIPLE-PLAINTIFF, OR REPRESENTATIVE ACTION OR PROCEEDING (“CLASS ACTION”). You and the Company AGREE TO WAIVE THE RIGHT TO PARTICIPATE AS A PLAINTIFF OR CLASS MEMBER IN ANY CLASS ACTION. You and the Company EXPRESSLY WAIVE ANY ABILITY TO MAINTAIN A CLASS ACTION IN ANY FORUM.  If the dispute is subject to arbitration, THE ARBITRATOR WILL NOT HAVE THE AUTHORITY TO COMBINE OR AGGREGATE CLAIMS, CONDUCT A CLASS ACTION, OR MAKE AN AWARD TO ANY PERSON OR ENTITY NOT A PARTY TO THE ARBITRATION. Further, you and the Company agree that the ARBITRATOR MAY NOT CONSOLIDATE PROCEEDINGS FOR MORE THAN ONE PERSON’S CLAIMS, AND IT MAY NOT OTHERWISE PRESIDE OVER ANY FORM OF A CLASS ACTION. For the avoidance of doubt, however, you can seek public injunctive relief to the extent authorized by law and consistent with the Exceptions clause above.
   
   IF THIS CLASS ACTION WAIVER IS LIMITED, VOIDED, OR FOUND UNENFORCEABLE, THEN, UNLESS THE PARTIES MUTUALLY AGREE OTHERWISE, THE PARTIES’ AGREEMENT TO ARBITRATE SHALL BE NULL AND VOID WITH RESPECT TO SUCH PROCEEDING SO LONG AS THE PROCEEDING IS PERMITTED TO PROCEED AS A CLASS ACTION.  If a court decides that the limitations of this paragraph are deemed invalid or unenforceable, any putative className, private attorney general, or consolidated or representative action must be brought in a court of proper jurisdiction and not in arbitration.

1. ADDITIONAL PROVISIONS

1. Updating These Terms. We may modify these Terms from time to time in which case we will update the “Last Revised” date at the top of these Terms. If we make changes that are material, we will use reasonable efforts to attempt to notify you, such as by email and/or by placing a prominent notice on the first page of the Website. However, it is your sole responsibility to review these Terms from time to time to view any such changes. The updated Terms will be effective as of the time of posting, or such later date as may be specified in the updated Terms. Your continued access or use of the Services after the modifications have become effective will be deemed your acceptance of the modified Terms.  No amendment shall apply to a dispute for which arbitration has been initiated prior to the change in Terms.
2. Termination of Services. The Company may suspend or disable your access to the Services (or any part of the foregoing) with or without notice, for any or no reason. All sections which by their nature should survive the termination of these Terms shall continue in full force and effect subsequent to and notwithstanding any termination of these Terms by the Company or you. Termination will not limit any of the Company’s other rights or remedies at law or in equity.
3. Injunctive Relief. You agree that a breach of these Terms will cause irreparable injury to the Company for which monetary damages would not be an adequate remedy and the Company shall be entitled to equitable relief in addition to any remedies it may have hereunder or at law without a bond, other security or proof of damages.
4. California Residents. If you are a California resident, in accordance with Cal. Civ. Code § 1789.3, you may report complaints to the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs by contacting them in writing at 1625 North Market Blvd., Suite N 112 Sacramento, CA 95834, or by telephone at (800) 952-5210.
5. Force Majeure. We will not be liable or responsible to you, nor be deemed to have defaulted under or breached these Terms, for any failure or delay in fulfilling or performing any of our obligations under these Terms or in providing the Services, including operating the Website, when and to the extent such failure or delay is caused by or results from any events beyond our ability to control, including acts of God, flood, fire, earthquake, epidemics, pandemics, tsunami, explosion, war, invasion, hostilities (whether war is declared or not), terrorist threats or acts, riot or other civil unrest, government order, law, or action, embargoes or blockades, strikes, labor stoppages or slowdowns or other industrial disturbances, shortage of adequate or suitable Internet connectivity, telecommunication breakdown or shortage of adequate power or electricity, and other similar events beyond our control.
6. No Fiduciary Duties. These Terms of Use, and the provision of the Website and the Services, are not intended to create any fiduciary duties between us and the User or any third party. The Company never takes possession, custody, control, ownership, or management of any crypto-assets or other property transmitted via the Interface. To the fullest extent permissible by law, the User agrees that neither the User’s use of the Website or the Services causes us or any Participant to owe fiduciary duties or liabilities to the User or any third party. Further, the User acknowledges and agrees to the fullest extent such duties or liabilities are afforded by law or by equity, those duties and liabilities are hereby irrevocably disclaimed, waived, and eliminated, and that we and any other Participant shall be held completely harmless in relation thereof. The User further agrees that the only duties and obligations that we owe the User, and the only rights the User has related to this Agreement or the User’s use of the Website or the Services, are those set out expressly in this Agreement or that cannot be waived by law. Further, the User agrees and understands that they are responsible for all applicable reporting requirements and deadlines, including taxes and relevant fees, and that we owe Users no affirmative duties with respect to said reporting requirements and deadlines.
7. Miscellaneous. If any provision of these Terms shall be unlawful, void or for any reason unenforceable, then that provision shall be deemed severable from these Terms and shall not affect the validity and enforceability of any remaining provisions. These Terms and the licenses granted hereunder may be assigned by the Company but may not be assigned by you without the prior express written consent of the Company. No waiver by either party of any breach or default hereunder shall be deemed to be a waiver of any preceding or subsequent breach or default. The section headings used herein are for reference only and shall not be read to have any legal effect. The Services are operated by us in the United States. Those who choose to access the Services from locations outside the United States do so at their own initiative and are responsible for compliance with applicable local laws. These Terms are governed by the laws of the State of New York, without regard to conflict of laws rules, and the proper venue for any disputes arising out of or relating to any of the same will be the arbitration venue set forth in Section 10, or if arbitration does not apply, then the state and federal courts located in New York. You and the Company agree that the United Nations Convention on Contracts for the International Sale of Goods will not apply to the interpretation or construction of these Terms. 
8. How to Contact Us.  You may contact us regarding the Services or these Terms by email at memetechkek@proton.me.