Last updated: November 01, 2024
These Terms of Use (“Terms”) constitute a legally binding agreement made between you, whether individually or on behalf of an entity (“you”), and Memeland Limited, its affiliates and related corporations (“Company”, “Memeland”, “we”, “us”, or “our”) governs your access to and use of the website located at https://www.memepay.com (“Website”), as well as any other media form, media channel, mobile website, or mobile application related, linked, or otherwise connected thereto.
BY INSTALLING ANY APP OR OTHERWISE ACCESSING OR USING ANY PORTION OF THE WEBSITE, YOU AGREE THAT, WITHOUT LIMITATION OR QUALIFICATION, YOU HAVE READ, UNDERSTOOD AND AGREE TO BE BOUND BY THESE TERMS. IF YOU DO NOT AGREE TO THESE TERMS, THEN PLEASE DISCONNECT YOUR WALLET AND ANY OTHER LINKED ACCOUNTS (IF CONNECTED), CEASE USAGE AND EXIT THE WEBSITE IMMEDIATELY. IF AN INDIVIDUAL IS ACCESSING THE WEBSITE ON BEHALF OF A BUSINESS ENTITY, BY DOING SO, SUCH INDIVIDUAL REPRESENTS THAT THEY HAVE THE LEGAL CAPACITY AND AUTHORITY TO BIND SUCH BUSINESS ENTITY TO THE TERMS AND CONDITIONS CONTAINED IN THIS DOCUMENT. THE TERM “YOU” SHALL REFER TO BOTH THE BUSINESS ENTITY AND THE INDIVIDUAL ACCESSING THE USE ON BEHALF OF SUCH BUSINESS ENTITY.
GENERAL TERMS AND CONDITIONS
1.1 Use. The Website provides information, news, updates and organize campaigns related to payment services related to memecoins (“MemePay”). For the avoidance of doubt, we don’t and we cannot control activity and data on the Blockchain, the validation of transactions on the Blockchain, or use of the Blockchain.
1.2 The Use of the Website is licensed, not sold to you, and you may use the Website only as set forth in these Terms; The use of the Website may be subject to separate third party terms of use, fees, including, without limitation, your mobile network operator’s (“Carrier”) terms of use and fees, including fees charged for data usage and overage, which are your sole responsibility.
1.3 Your access to and use of the Website is subject to the Website’s Privacy Policy located here (“Privacy Policy”). You consent to the collection, use and disclosure of your personally identifiable information in accordance with such Privacy Policy.
1.4 If you enter into or otherwise participate in a campaign organized by us, such as but not limited to farming, referral program, and waitlists, you agree to be bound by the specific rules of that campaign in addition to these Terms. Such specific rules shall be described on the Website. We reserve the right, for any reason whatsoever, to update or change the specific rules of the campaign at any time.
1.5 We are not a crypto wallet provider, credit or debit card administrator/issuer, exchange, broker, financial institution, or creditor. We organize the Website to provide information, news, updates and organize events related to MemePay. By using our Website, you recognize and grant permission for us to manage any on-chain activities, if any, through our smart contract on your behalf.
1.6 You may only use the Website for your personal and non-commercial use. Any other use of the Website requires our prior written consent.
1.7 Eligibility. Access to the Website and participation in any campaign organized by us is intended for and extended only to a person or body corporate who satisfies the following (“Eligible Person”), and you hereby represent and warrant to us as follows:
you are at least eighteen (18) years’ old, or the age of majority in your jurisdiction, whichever higher, and have the full right, power, and authority to enter into and comply with these Terms;
you, and in the case where you are accepting these Terms on behalf of a body corporate, your ultimate beneficial owners, related corporations, directors or officers, employees, agents or other person acting on your behalf are not:
the subject of sanctions administered or enforced by the British Virgin Islands, Singapore, the European Union, any country in the European Union, the United Nations Security Council, the United States of America, the Office of Foreign Control, or any other country or governmental authority (including the Monetary Authority of Singapore);
a citizen of, located in, resident in, or organized under the laws of, any jurisdiction that has been designated as a high-risk jurisdiction subject to a call for action by international anti-money laundering principles or procedures by an intergovernmental group or organization, such as the Financial Action Task Force (as at the date of these Terms, these are the Democratic People’s Republic of Korea, Iran and Myanmar);
a citizen of, located in, resident in, or organized under the laws of any of the following jurisdictions:
Democratic Republic of Congo;
Libya;
Somalia;
South Sudan;
Sudan;
Russian Federation;
Yemen; or
a foreign or domestic politically exposed person (i.e. in relation to politically exposed persons, means individuals who are or have been entrusted with prominent public functions by a country, for example heads of state or heads of government, senior politicians, senior government, judicial or military officials, senior executives of state owned corporations, important political party officials); and
your access to the Website and participation in any campaign organized by us will fully comply with all Applicable Laws.
You are not impersonating any other person, operating under an alias or otherwise concealing your identity;
You are not permitted to access the Website and/or participate in any campaign organized by us if you are not an Eligible Person or are acting on behalf of a person who is not an Eligible Person and must disconnect your Wallet and any linked accounts, cease usage of and exit the Website immediately.
1.8 Changes. As the Website may undergo changes over time, we need the right to modify these Terms to match the changing functionalities of the Website. You therefore agree that the Website may change these Terms at any time with or without prior notice other than posting an updated Terms to the Website. We will endeavor to provide you with prior notice when there are any material changes, and may require that you subsequently take an affirmative action acknowledging agreement to the revised Terms before continuing to access the Website. You may read a current, effective copy of these Terms at any time at http://www.memepay.com/terms. The revised Terms will become effective at the time of posting on the Website, and your use of the Website after such time will constitute your acceptance of the revised Terms. If any change to these Terms is not acceptable to you, then your sole remedy is to stop using the Website. Notwithstanding the preceding sentences of this Section 1.8, no revisions to this Terms will apply to any dispute between you and us that arose prior to the effective date of those revisions.
1.9 Consideration. We currently provide you with access to the Website for free. In return for enjoying this free access, you acknowledge and agree that we may generate revenues (including, by way of example and not limitation, through the sale of advertising and sponsorships) or otherwise increase goodwill from your use of the Website, and you will have no right to share in any such revenues, goodwill or value whatsoever. We may in our sole discretion eventually charge you fees to access certain features on the Website. We will provide you with advance notice of any such changes before they take effect. Even if we charge you a fee for the use of the Website, you will have no right to share in the revenues we charge you or other Users or to share in any goodwill or value created.
1.10 Jurisdiction. The Website is managed by the Company, a Hong Kong registered business company. We make no representation that materials on the Website are appropriate, lawful or available for use in any locations other than Hong Kong. Those who choose to access or use the Website from locations outside Hong Kong, do so on their own initiative and are responsible for compliance with local laws, if and to the extent local laws are applicable. Access to the Website from jurisdictions where the content or practices of the Website are illegal, unauthorized or penalized is strictly prohibited.
1.11 Mobile Uses. The Website will be accessible via a mobile phone, tablet or other wireless device (collectively, “Mobile Uses”). Your mobile carrier’s normal messaging, data and other rates and fees will apply to your use of the Mobile Website. In addition, downloading, installing or using certain Mobile Uses may be prohibited or restricted by your mobile carrier, and not all Mobile Uses may work with all carriers or devices. Therefore, you are solely responsible for checking with your mobile carrier to determine if the Mobile Uses are available for your mobile device(s), what restrictions, if any, may be applicable to your use of the Mobile Uses, and how much they will cost you. Nevertheless, all use of the Website and the related Mobile Uses must be in accordance with these Terms.
1.12 Additional Terms. We may require you to agree to additional terms and/or policies that it makes available to you from time-to-time in connection with your use of the Website (“Additional Terms”). Except as expressly stated otherwise in Additional Terms, such Additional Terms are hereby incorporated into and subject to the Terms, and the Terms will control in the event of any conflict or inconsistency with the Additional Terms to the extent of the conflict or inconsistency, unless such Additional Terms expressly supersede a term in these Terms.
GENERAL GUIDELINES
In addition to any other restrictions set forth in this Terms, and without limiting those restrictions, when using the Website, you agree not to (and not attempt to or assist any other person or entity in doing any of the following):
attempt to decipher, decompile, disassemble or reverse engineer any of the software or source code comprising or making up any part of the Website, except to the extent any such restrictions are expressly prohibited by applicable law;
rent, lease, loan, resell, sublicense, distribute or otherwise transfer any part of the Website or content thereon to any third party;
remove, circumvent, disable, damage or otherwise interfere with security-related features of any part of the Website, features that prevent or restrict use or copying of any content accessible on any part of the Website, or features that enforce limitations on use of any part of the Website or any content thereon;
delete any copyright or other proprietary rights notices on any part of the Website;
impersonate any person or entity, falsely claim an affiliation with any person or entity, or access accounts of others without permission, forge another person’s digital signature, misrepresent the source, identify or content of information transmitted via the Website, or perform any other fraudulent activity;
restrict, discourage or inhibit any person from using the Website or disclose personal information about a third person on the Website or obtained from the Website without the consent of that person;
use the Website, without the Company’s express written consent, for any commercial purpose, including communicating or facilitating any commercial advertisement or solicitation or spamming;
gain unauthorized access to the Website, to other users’ accounts, names or personally identifiable information, or to other computers or websites connected or linked to the Website;
inject any virus, worm, spyware or any other computer code, file, link or program that may or is intended to disable, overburden, impair, damage or hijack the operation of any hardware, software or telecommunications equipment or any other aspect of the Website or communications equipment and computers connected to the Website;
access, tamper or interfere with or disrupt the Website, networks or servers connected to the Website or violate the regulations, policies or procedures of those networks or servers; or
violate any applicable federal, state or local laws or regulations or the terms of these Terms.
ACCOUNTS
3.1 Accounts: In order to enjoy the full features of the Website and/or participate in any campaign organized by us, you may need to register an account with the Website, or register and log into the Website by linking your account from a supported external services, such as X, Discord, Meta, Google, etc. The Website can also link to your email address, wallet address, Ethereum or any other Blockchain network account. You may only use the Website in connection with such accounts that you own or are authorized to use.
3.2 You may be able to view your account and/or campaign participation status through the dashboard on the Website. If you do, you should review your account from time to time and let us know if you see any activities that you do not recognise or you think are incorrect as soon as possible.
3.3 Company may stop, suspend or cancel your access to the Website, impose limits to your Account, suspend or cancel your ability to participate in any campaigns, or delay certain transactions where:
you do not provide additional information to verify your identity or eligibility to participate in any campaigns as requested by Company;
Company is required to do so by court order, to comply with any Applicable Laws (including anti-money laundering or sanctions laws);
Company is required to do so to comply with any direction or instruction from a government body or agency;
Company reasonably determines that any information you have provided to us is wrong, untruthful, outdated or incomplete; or
you do not provide additional information that we request to our reasonable satisfaction or in a timely manner.
MEMEPAY CARD, MEMEPAY APP
4.1 The MemePay Mastercard Debit Card (“MemePay Card”) is a prepaid debit card under the Mastercard card scheme which can be used to pay for goods and services online or at retailers which accept Mastercard cards. The Prepaid Card may also be used to withdraw cash through automated teller machines which accept Mastercard cards such as the MemePay Card. The MemePay mobile application for the iOS and Android platforms give MemePay Card users interactive access to their MemePay Card Account (“MemePay App”). Both the MemePay Card and the MemePay App, promoted by the Company, are administered by Mobilum Pay Sp. z o.o. with its registered office at Warsaw, Plac Powstańców Warszawy 2, 00-030 Warsaw, Poland (“Administrator”), with MemePay Card issued by Quicko Sp. z o.o. with its registered office at ul. Sienkiewicza 49, 42-600 Tarnowskie Góry, holding the legal status of a National Payment Institution, UKNF Register: IP52/2021 (“Card Issuer”) for the issuing of electronic money, card issuing and provision of the related Payment Services.
4.2 By using the MemePay Card and the MemePay App upon completing the sign-up process, you agree that, without limitation or qualification, you have read, understood and agree to be bound by the MemePay App terms and conditions, Administrator’s terms and conditions, and Card Issuer’s terms of service and framework agreement. If you do not agree to those terms, then please disconnect any linked accounts (if connected), cease usage and exit the app immediately. If an individual is accessing the app on behalf of a business entity, by doing so, such individual represents that they have the legal capacity and authority to bind such business entity to the terms and conditions contained in those documents. The term “You” shall refer to both the business entity and the individual accessing the use on behalf of such business entity.
4.3 We, the Administrator, and the Card Issuer reserve the right to update, change, remove, suspend, disable or restrict access to or discontinue the services or change any features, component or content thereof at any time, for any reason, without notice or liability to you. We do not guarantee that any specific content, component and/or feature will always be available on the MemePay Card and MemePay App.
INTELLECTUAL PROPERTY RIGHTS
5.1 License. Subject to your complete and ongoing compliance with this Terms, We hereby grants you a revocable, non-exclusive, non-transferable, non-sublicensable, royalty-free and worldwide right and license to: (i) download, access and use an object code version of the Website on any device that you own or control; and (ii) access and use all other portions of the Website, in each case, solely for your personal use. Any third-party code that may be incorporated into the Website is covered by the applicable open source or third party license, if applicable.
5.2 Content. The content that We provide to you and other Users on or through the Website, including, without limitation, any sound recordings (and the musical works embodied therein), audiovisual works (and the sound recordings and musical works embodied therein), text, graphics, photos, software and interactive features, are protected by copyright or other intellectual property rights owned by us or its third party licensors (collectively, the “ Content”). You may not copy, reproduce, make available online or transmit, publish, adapt, distribute, transmit, broadcast, display, sell, license, or otherwise exploit any of the Content without written permission from us or its third party licensors. These Terms do not transfer to you any of our or the third party's intellectual property rights, and all rights, titles and interests in and to such property will remain (as between the parties) solely with us. Moreover, we solely own all design rights, databases and compilation and other intellectual property rights in and to the Website, in each case whether registered or unregistered, and any related goodwill.
5.3 Marks. Any trademarks, Use marks, and logos used and displayed on the Website are Company’s registered and/or unregistered trademarks or Use marks. Any other product and Use names located on any part of the Website may be trademarks or Use marks owned by third parties (collectively the “Trademarks”). Except as otherwise permitted by law, you may not use the Trademarks to disparage us or the applicable third party, our or a third party’s products or uses, or in any manner (using commercially reasonable judgment) that may damage any goodwill in the Trademarks. You may not use any Trademarks as part of a link to or from any website without our prior express written consent. All goodwill generated from the use of any Company’s Trademark will insure solely to our benefit.
5.4 Reservation of Rights. We hereby reserve all rights not expressly granted to you in this Section 3. Accordingly, nothing in this Terms or on the Website will be construed as granting to you, by implication, estoppel or otherwise, any additional license rights in and to the Website or any Content or Trademarks located or displayed therein.
5.5 Functionality. Certain features and functionalities may only be available on the Website or the App but not both. We, in its sole discretion, may provide functionalities across both the Website and the App, and may disable functionalities, temporarily or permanently, at any time, without any liability to you.
NO IDEAS ACCEPTED
6.1 We generally do not seek unsolicited ideas regarding the Website from outside including, without limitation, suggestions about advertising or promotions, or merchandising of any products, additions to our Website, or changes in methods of doing business. We may already be working on or may in the future work on a similar idea. If, notwithstanding this policy, you submit an unsolicited idea to us, you understand and acknowledge that such idea is not submitted in confidence and we assume no obligation, expressed or implied, by considering it. You further understand that we shall exclusively own all known or hereafter existing rights to the idea everywhere in the world, and that such idea is hereby irrevocably assigned to us. Without limiting the foregoing, to the extent any such assignment is deemed unenforceable, and or to the extent necessary for us to utilize your submission, you hereby grant us an irrevocable, perpetual, world-wide license to use the idea and any associated intellectual property in any manner, in any medium now known or hereafter developed without compensation to you.
EXTERNAL SERVICES
7.1 The Website may contain links to or the ability to share information with third party websites and Uses (“External Uses”) not maintained by us, including through features that allow you to link your access on the Website with an account on an External Services, such as X, Instagram, Facebook and Google or to interact with blockchain and crypto providers. We do not endorse any External Services or the content made available on such External Services. All External Services and any content thereon is developed and provided by others. You should contact the site administrator or webmaster for those External Services if you have any concerns regarding their services and content located on such External Services. We are not responsible for the services, practices or the content of any External Services and do not make any representations regarding the uses, practices, content or accuracy of any materials on such External Services. You should take precautions when downloading files from all websites to protect your computer and mobile devices from viruses and other destructive programs. If you decide to access any External Services, purchase any content from External Services or subscribe to services offered by such External Services, then you do so at your own risk. You agree that we will have no liability to you arising from your use, engagement, exposure to or interaction with any External Services.
MARKETING
8.1 We may use your personal data to form a view on what we think you may want or need, or what may be of interest to you with respect to the Interface or the provision of the Website. Based on your communication preferences, we may send you marketing communications to inform you about our events or our partner events; to deliver targeted marketing and advertising; and to provide you with promotional offers based on your communication preferences.
8.2 You may opt out of allowing us to use your personal data for marketing or any purpose that is incompatible with the purposes for which we originally collected it or subsequently obtained your authorisation. If you choose to do so, please contact at privacy@memepay.com and you agree and accept that certain features of the Website may not be available to you.
RESTRICTIONS
9.1 A User must not do or attempt to do any of the following, or use the Website to do any of the following:
use the Website in any manner that could damage, disable, overburden or impair any service provided or function of the Website or interfere with any other party’s use or enjoyment of the Website;
gain unauthorised access to the Website, other accounts, computer systems or networks connected to the Website through hacking, password mining or any other means;
obtain or attempt to obtain any materials, content or data through any means not intentionally made available through the Website;
manipulate any content on the Website by way of hacking, backdoor code insertion, or any other means;
decompile, reverse engineer or disassemble the Website;
infringe or misappropriate the Company’s and its Affiliates’ Intellectual Property Rights or the Intellectual Property Rights of any person;
use the Website in any manner that could negatively affect or is prejudicial to the Company’s reputation; and/or
use the Website in any manner or for any purpose that is unlawful or prohibited by these Terms or any other notices and conditions that the Company and/or its Affiliates may issue from time to time.
TERM AND TERMINATION
10.1 Term. As between you and us, these Terms commences as of your first use of the Website and continues until the termination of these Terms by either you or us.
10.2 Termination. You may terminate this Terms by sending written notification to us at contact@memepay.com. We reserve the right, in its sole discretion, to restrict, suspend or terminate this Terms and your access to all or any part of the Website at any time without prior notice or liability if you breach any provision of this Terms or violate the rights of any third party copyright owner. We may further terminate this Terms immediately for any other reason with or without notice to you. We reserve the right to change, suspend or discontinue all or any part of the Website at any time without prior notice or liability.
10.3 Survival. Sections 1.3, 1.8, 1.9, 1.10, 1.11, 1.12, 2.1, 3.2, 3.3, 3.4, 5, 7, 9, 10, 11, 12, 13, and all defined terms used therein will survive the termination of these Terms indefinitely.
LIMITATIONS ON LIABILITY AND WARRANTY DISCLAIMER
THE FOLLOWING TERMS IN THIS SECTION 11 APPLY TO THE FULLEST EXTENT PERMITTED BY LAW:
11.1 NEITHER WE NOR OUR AFFILIATES (COLLECTIVELY, THE “PARTIES”) MAKE ANY WARRANTIES OR REPRESENTATIONS ABOUT THE SERVICES AND ANY CONTENT AVAILABLE ON THE WEBSITE, INCLUDING, BUT NOT LIMITED TO, THE ACCURACY, COMPLETENESS, APPROPRIATENESS, TIMELINESS OR RELIABILITY THEREOF. THE PARTIES WILL NOT BE SUBJECT TO LIABILITY FOR THE TRUTH, ACCURACY OR COMPLETENESS OF ANY CONTENT ON THE WEBSITE, OR FOR ERRORS, MISTAKES OR OMISSIONS THEREIN, OR FOR ANY DELAYS OR INTERRUPTIONS OF THE DATA, OR INFORMATION STREAMED ON THE WEBSITE FROM WHATEVER CAUSE. AS A USER, YOU AGREE THAT YOU USE THE WEBSITE AND ANY CONTENT THEREON AT YOUR OWN RISK.
11.2 THE PARTIES DO NOT WARRANT THAT THE WEBSITE WILL OPERATE ERROR FREE, OR THAT THE WEBSITE AND ANY CONTENT THEREON ARE FREE OF COMPUTER VIRUSES OR SIMILAR CONTAMINATION OR DESTRUCTIVE FEATURES. IF YOUR USE OF THE WEBSITE OR ANY CONTENT THEREON RESULTS IN THE NEED FOR SERVICING OR REPLACING EQUIPMENT OR DATA, NO PARTY WILL BE RESPONSIBLE FOR THOSE COSTS.
11.3 THE WEBSITE AND ALL CONTENT THEREON AND ANY MERCHANDISE PURCHASED ON THE WEBSITE ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT ANY WARRANTIES OF ANY KIND. ACCORDINGLY, THE PARTIES DISCLAIM ALL WARRANTIES THERETO, INCLUDING, BUT NOT LIMITED TO, THE WARRANTIES OF TITLE, MERCHANTABILITY, NON-INFRINGEMENT OF THIRD PARTIES’ RIGHTS AND FITNESS FOR PARTICULAR PURPOSE.
11.4 ALL MERCHANDISE PURCHASED ON THE WEBSITE, WHETHER PURCHASED FROM US OR FROM A THIRD PARTY, ARE SUBJECT ONLY TO ANY APPLICABLE WARRANTIES OF THEIR RESPECTIVE MANUFACTURERS, DISTRIBUTORS AND SUPPLIERS, IF ANY. WE HEREBY DISCLAIM ALL WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, ANY IMPLIED WARRANTIES WITH RESPECT TO THE MERCHANDISE LISTED OR PURCHASED ON THE WEBSITE. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, WE HEREBY EXPRESSLY DISCLAIM ALL LIABILITY FOR PRODUCT DEFECT OR FAILURE, CLAIMS THAT ARE DUE TO NORMAL WEAR, PRODUCT MISUSE, ABUSE, PRODUCT MODIFICATION, IMPROPER PRODUCT SELECTION, NON-COMPLIANCE WITH ANY CODES, OR MISAPPROPRIATION. WE MAKE NO WARRANTIES TO THOSE DEFINED AS “CONSUMERS” IN THE MAGNUSON-MOSS WARRANTY-FEDERAL TRADE COMMISSION IMPROVEMENTS ACT.
11.5 IN NO EVENT WILL ANY PARTY BE LIABLE FOR ANY SPECIAL, INDIRECT, PUNITIVE, INCIDENTAL OR CONSEQUENTIAL DAMAGES, LOST PROFITS OR DAMAGES RESULTING FROM LOST DATA OR BUSINESS INTERRUPTION RESULTING FROM, OR IN CONNECTION WITH, THE USE OR INABILITY TO USE THE WEBSITE AND ANY CONTENT THEREON, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), OR ANY OTHER LEGAL THEORY, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. OUR LIABILITY, AND THE LIABILITY OF ANY OTHER PARTIES, TO YOU OR ANY THIRD PARTIES IN ANY CIRCUMSTANCE IS LIMITED TO U.S. $100.
11.6 TO THE FULLEST EXTENT PERMITTED BY LAW, ANY DISPUTE YOU HAVE WITH ANY THIRD PARTY ARISING OUT OF YOUR USE OF THE WEBSITE, INCLUDING, BY WAY OF EXAMPLE AND NOT LIMITATION, ANY CARRIER, COPYRIGHT OWNER OR OTHER USER, IS DIRECTLY BETWEEN YOU AND SUCH THIRD PARTY, AND YOU IRREVOCABLY RELEASE THE PARTIES FROM ANY AND ALL 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.
11.7 NOTWITHSTANDING ANY OTHER CLAUSE IN THESE TERMS, IN NO EVENT WILL COMPANY OR ANY COMPANY’S AFFILIATE BE RESPONSIBLE OR LIABLE TO YOU OR ANY OTHER PERSON OR ENTITY FOR:
ANY DIRECT OR INDIRECT LOSSES (INCLUDING LOSS OF PROFITS, BUSINESS OR OPPORTUNITIES), DAMAGES, OR COSTS ARISING OUT OF OR IN CONNECTION WITH THESE TERMS, INCLUDING BUT NOT LIMITED TO:
THE OPERATION OF THE PROTOCOLS UNDERLYING ANY TOKENS, THEIR FUNCTIONALITY, SECURITY, OR AVAILABILITY;
ANY ACTION OR INACTION IN ACCORDANCE WITH THESE TERMS;
ANY INACCURACY, DEFECT OR OMISSION OF TOKEN PRICE DATA, ANY ERROR OR DELAY IN THE TRANSMISSION OF SUCH DATA, AND INTERRUPTION IN ANY SUCH DATA;
REGULAR OR UNSCHEDULED MAINTENANCE COMPANY CARRY OUT INCLUDING ANY SERVICE INTERRUPTION AND CHANGE RESULTING FROM SUCH MAINTENANCE;
THE THEFT OF A DEVICE ENABLED TO ACCESS AND USE THE WEBSITE;
OTHER USERS’ ACTIONS, OMISSIONS OR BREACHES OF THESE TERMS, AND ANY DAMAGE CAUSED BY ACTIONS OF ANY OTHER THIRD PARTIES;
FOR ANY DAMAGE OR INTERRUPTIONS CAUSED BY ANY COMPUTER VIRUSES, SPYWARE, OR OTHER MALWARE THAT MAY AFFECT YOUR COMPUTER OR OTHER EQUIPMENT, OR ANY PHISHING, SPOOFING, OR OTHER ATTACK. IN THE EVENT THAT YOUR HARDWARE FAILS, IS DAMAGED OR DESTROYED OR ANY RECORDS OR DATA STORED ON YOUR HARDWARE ARE CORRUPTED OR LOST FOR ANY REASON, OR FOR YOUR USE OF THE INTERNET TO CONNECT TO THE WEBSITE OR ANY TECHNICAL PROBLEMS, SYSTEM FAILURES, MALFUNCTIONS, COMMUNICATION LINE FAILURES, HIGH INTERNET TRAFFIC OR DEMAND, RELATED ISSUES, SECURITY BREACHES OR ANY SIMILAR TECHNICAL PROBLEMS OR DEFECTS EXPERIENCED;
ANY TERMINATION, SUSPENSION, HOLD OR RESTRICTION OF ACCESS TO THE WEBSITE, INCLUDING YOUR INABILITY TO RECEIVE REWARDS OR REDEEM REWARDS DURING THE PERIOD OF ANY SUSPENSION, HOLD OR RESTRICTION, IN ACCORDANCE WITH THESE TERMS;
THE FAILURE OF A TRANSACTION OR THE LENGTH OF TIME NEEDED TO COMPLETE ANY TRANSACTION;
ANY BREACH OF SECURITY OF YOUR EMAIL ACCOUNT OR A SECURITY BREACH;
LOSSES CAUSED TO YOU BY THIRD PARTY FRAUD OR SCAMS, AND/OR THE TRANSFER OF REWARDS AWAY FROM OUR WEBSITE AT YOUR REQUEST;
ANY LOSSES ARISING OR IN CONNECTION WITH NEW OFFERINGS OF ANY TOKENS;
THE CORRECTNESS, QUALITY, ACCURACY, SECURITY, COMPLETENESS, RELIABILITY, PERFORMANCE, TIMELINESS, PRICING OR CONTINUED AVAILABILITY OF THE WEBSITE OR FOR DELAYS OR OMISSIONS OF THE WEBSITE, OR FOR THE FAILURE OF ANY CONNECTION OR COMMUNICATION SERVICE TO PROVIDE OR MAINTAIN YOUR ACCESS TO THE WEBSITE, OR FOR ANY INTERRUPTION IN OR DISRUPTION OF YOUR ACCESS OR ANY ERRONEOUS COMMUNICATIONS BETWEEN US, REGARDLESS OF CAUSE;
ANY LOSS OF BUSINESS, PROFITS, ANTICIPATED SAVINGS OR OPPORTUNITIES, OR ANY SPECIAL, PUNITIVE, AGGRAVATED, INCIDENTAL, INDIRECT OR CONSEQUENTIAL LOSSES OR DAMAGES, WHETHER ARISING OUT OF OR IN CONNECTION WITH OUR WEBSITE, THESE TERMS, THE PRIVACY NOTICE AND/OR ANY AGREEMENT ENTERED INTO PURSUANT TO, OR IN CONNECTION WITH, THESE TERMS OR OTHERWISE;
ANY LOSSES OR DAMAGES YOU MAY INCUR DUE TO MANIFEST ERROR AND/OR IN THE EVENT OF EXTREME MARKET VOLATILITY AND/OR AS A RESULT OF ANY CANCELLATION/AMENDMENT OF ANY TRANSACTIONS, HOWSOEVER ARISING, WHETHER DIRECT OR INDIRECT, SPECIAL OR CONSEQUENTIAL, INCLUDING, BUT NOT LIMITED TO, LOSS OF PROFIT, LOSS OF OPPORTUNITY EVEN IF COMPANY HAD BEEN ADVISED OF THE POSSIBILITY OF THE SAME ARISING OR THAT THE SAME WERE REASONABLY FORESEEABLE, SAVE FOR ANY LOSSES OR DAMAGES CAUSED BY COMPANY’S FRAUD OR BAD FAITH; AND/OR
ANY LOSSES FORMING PART OF A CLAIM THAT HAS NOT BEEN COMMENCED BY WAY OF FORMAL LEGAL ACTION WITHIN ONE CALENDAR YEAR OF THE MATTERS GIVING RISE TO THE CLAIM. YOU AGREE AND ACKNOWLEDGE THAT THIS CLAUSE VARIES ANY LIMITATION PERIOD OTHERWISE APPLICABLE BY LAW, AND THAT IF APPLICABLE LAW PROHIBITS THIS, THIS CLAUSE WILL BE READ AS A LIMITATION PERIOD OF THE MINIMUM ENFORCEABLE LENGTH.
DISPUTE RESOLUTION
12.1 Any dispute, controversy or claim arising under, out of, in connection with or in relation to these Terms, including any dispute as to its existence, validity, interpretation, performance, breach or termination and any dispute relating to any non-contractual obligations arising out of or in connection with it shall be referred to and finally resolved by arbitration in accordance with the HKIAC Administered Arbitration Rules (“HKIAC rules”) for the time being in force and the conduct of the arbitration thereof shall be under the administration of the Hong Kong International Arbitration Centre (“HKIAC”). The arbitral tribunal shall consist of one (1) arbitrator. The seat of the arbitration shall be Hong Kong. The language of the arbitration shall be English. This arbitration agreement shall be governed by the laws of Hong Kong.
INDEMNITY
13.1 To the fullest extent permitted by law, you agree to defend, indemnify and hold harmless the Parties from and against any claims, actions or demands, including, without limitation, reasonable legal and accounting fees, arising or resulting from: (a) your breach of this Terms; (b) your access to, use or misuse of Content or the Website; or (c) any breach by you of any of these Terms; and (d) any violation by you of applicable law. We will provide notice to you of any such claim, suit or proceeding. We reserve the right to assume the exclusive defense and control of any matter which is subject to indemnification under this Section if we believe that you are unwilling or incapable of defending our interests. In such case, you agree to cooperate with any reasonable requests assisting our defense of such matter at your expense.
CONSENT TO ELECTRONIC COMMUNICATIONS
14.1 By using the Website, you consent to receiving certain electronic communications from us as further described in the Privacy Policy. Please read the Privacy Policy to learn more about your choices regarding our electronic communications practices. You agree that any notices, agreements, disclosures or other communications that we send to you electronically will satisfy any legal communication requirements, including that such communications be in writing.
GENERAL
15.1 Miscellaneous. These Terms shall be governed by and construed in accordance with the laws of Hong Kong without giving effect to the principles of conflicts of law. You agree that no joint venture, partnership, employment or agency relationship exists between you and us as a result of this Terms or use of the Website. If any provision of this Terms is found to be invalid by any court having competent jurisdiction, the invalidity of such provision will not affect the validity of the remaining provisions of this Terms, which will remain in full force and effect. Failure of the Company to act on or enforce any provision of this Terms will not be construed as a waiver of that provision or any other provision in this Terms. No waiver will be effective against us unless made in writing, and no such waiver will be construed as a waiver in any other or subsequent instance. Except as expressly agreed by the Company and you, this Terms constitutes the entire agreement between you and us with respect to the subject matter hereof, and supersedes all previous or contemporaneous agreements, whether written or oral, between the parties with respect to the subject matter herein. The Section headings are provided merely for convenience and will not be given any legal import. This Terms will inure to the benefit of our successors and assigns. You may not assign this Terms or any of the rights or licenses granted hereunder, directly or indirectly, without the prior express written consent of us. We may assign this Terms, including all its rights hereunder, without restriction.
15.2 Force Majeure Event. Notwithstanding any other provision in these Terms, the Company will not be liable for non-performance, error, interruption or delay in the performance of the Company’s obligations under these Terms, if this is due in whole or in part, directly or indirectly to a cause beyond the Company’s reasonable control, such as any Force Majeure Event.
15.3 Costs and Expenses. Each party to these Terms shall bear their own respective costs and expenses incurred in connection with the use of the Website, the execution of these Terms and the performance of their respective obligations hereunder. For the avoidance of doubt, each User shall bear any transaction, administrative, network or gas fees that may be required to enable the User to use the Website or in participating in a campaign organized by the Company.
15.4 Taxation. Each User bears the sole responsibility for determining if the receipt of any tokens pursuant to these Terms, has tax implications for such User in the User’s jurisdiction. By agreeing to these Terms and to the extent permitted by Applicable Laws, the User agrees not to hold any of the Company, its Affiliates, representatives, employees, directors and agents liable for any tax liability associated with or arising from the receipt of tokens. The User is solely responsible for withholding, collecting, reporting, paying, settling and/or remitting any and all taxes to the appropriate tax authorities in such jurisdiction(s) in which the User may be liable to pay tax as a result of the User’s (i) receipt of the tokens under or in connection with these Terms. The Company shall not be responsible for withholding, collecting, reporting, paying, settling and/or remitting any taxes payable by the User (including, but not limited to, any income, capital gains, sales, value added or similar tax) which may arise from the User’s receipt of the tokens under or in connection with these Terms.
15.5 No partnership. We and you shall be and act independently and not as partner, joint venturer, agent, employee or employer of the other. You shall not have any authority to assume or create any obligation for or on behalf of us, express or implied, and you shall not attempt to bind us to any contract.
15.6 Contact Us. If you have any questions about these Terms or the Website, please contact us at contact@memepay.com.
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