Date of last revision: April 16, 2024
Meromai Terms of Service
Thank you for visiting https://merom.ai (the "Site"), which is owned and operated by Duvina Holdings, a Cayman Islands exempted company with limited liability ("we," "us" or "our"), and made available to you, the person or entity who accesses and/or uses it ("you" or "your"), subject to, and only if you accept, these Terms of Service (these "Terms"). If you do not agree with these Terms, you must immediately cease any access to and use of the Site.
IMPORTANT!!! THESE TERMS CONSTITUTE A LEGALLY BINDING AGREEMENT BETWEEN YOU AND US. READ THESE TERMS BEFORE ACCESSING OR USING THE SITE OR ANY PRODUCTS, FEATURES, FUNCTIONALITY, CONTENT, APPLICATION PROGRAMMING INTERFACES, SOFTWARE, TOOLS, DATA, DOCUMENTATION OR SERVICES OFFERED THROUGH THE SITE, INCLUDING CROWDSOURCING ARTIFICIAL INTELLIGENCE TRAINING AND TUNING WITH TOKEN REWARDS (COLLECTIVELY, THE "MEROMAI PLATFORM"). PLEASE READ THESE TERMS CAREFULLY, AS THEY CONTAIN AN AGREEMENT TO ARBITRATE AND OTHER IMPORTANT TERMS AND CONDITIONS REGARDING YOUR LEGAL RIGHTS, REMEDIES AND OBLIGATIONS. IT IS EXPRESSLY ACKNOWLEDGED THAT WE DO NOT CONTROL ANY TOKEN OR BLOCKCHAIN TRANSACTIONS ENABLED OR ACCESSED BY THE MEROMAI PLATFORM.
BY ACCESSING OR USING THE SITE OR MEROMAI PLATFORM OR BY CLICKING THE BUTTON “I ACCEPT” OR RESPECTIVE CHECK BOX IN CONNECTION WITH OR RELATING TO THESE TERMS, YOU AGREE TO BE BOUND BY THESE TERMS AND ALL TERMS INCORPORATED HEREIN BY REFERENCE, WHICH FORM A LEGALLY BINDING AGREEMENT BETWEEN YOU AND US. YOU ARE NOT AUTHORIZED TO ACCESS AND/OR USE THE SITE OR MEROMAI PLATFORM IF YOU DO NOT AGREE TO THESE TERMS. IF YOU ARE USING OR ACCESSING THE SITE OR MEROMAI PLATFORM ON BEHALF OF ANY OTHER PERSON OR ENTITY, YOU REPRESENT AND WARRANT THAT YOU HAVE THE RIGHT, POWER AND AUTHORITY TO ACT ON BEHALF OF AND BIND THE PERSON OR ENTITY THAT YOU REPRESENT.
AI and Blockchains; Third-Party Offerings; Supplemental Terms
The Meromai Platform may make use of or otherwise interact with artificial intelligence and machine learning technology ("AI") including generative AI. The Meromai Platform may also interact with decentralized blockchain networks ("Blockchains") including by enabling users to access and claim Blockchain tokens. Please refer to the Site for additional information about the Meromai Platform, including the "frequently asked questions" information accessible through the Site from time to time.
AI technologies are rapidly evolving, probabilistic in nature, and may produce results and output that are unreliable, incorrect, biased and/or objectionable. To help us train the AI and improve the Meromai Platform, we may make available features inviting or enabling you to provide feedback, comments, ideas, proposals and suggestions, including by submitting AI prompts or inputs and/or evaluating AI results and outputs. Your participation in any such activities is entirely voluntary and at your sole risk. Any information or data you provide in connection with such activities may be freely used by us without restriction or compensation to you.
Given the decentralized nature of Blockchains and the diversity of their uses, a number of technology providers, content providers, software developers, users and other parties (including us, our affiliates, and unaffiliated third parties) have developed or offered and continue to develop and offer a wide variety of content, applications, protocols, technologies, products and services that make use of one or more Blockchains (collectively, "Ecosystems"). While the Meromai Platform is designed to work with certain Blockchain and Ecosystem elements, we do not operate or control the Blockchains or such other Ecosystem elements and therefore cannot and do not guarantee that the Meromai Platform will work as expected, including as to its accessibility, stability, security, functionality, interoperability or performance.
BEFORE USING THE MEROMAI PLATFORM, PLEASE EDUCATE YOURSELF TO MAKE INFORMED DECISIONS. You will at all times be responsible for ensuring that you have obtained, verified and fully understand all information pertinent to AI, Blockchains and Ecosystems, and your use thereof, prior to accessing or using the Site or Meromai Platform. WE DO NOT PROVIDE FINANCIAL, INVESTMENT, TAX, LEGAL OR OTHER ADVICE. DECISIONS TO USE AI TECHNOLOGY OR OUTPUT, OR TO BUY, SELL, TRANSACT IN OR OTHERWISE PERFORM OPERATIONS INVOLVING BLOCKCHAINS AND/OR UNITS OF DATA STORED ON OR CAPABLE OF PEER-TO-PEER DIGITAL TRANSMISSION UTILIZING BLOCKCHAINS ("TOKENS") ARE YOUR SOLE RESPONSIBILITY AND SHOULD BE TAKEN ONLY BASED ON THE ADVICE OF QUALIFIED EXPERTS.
Certain elements of the Meromai Platform may be accompanied by or otherwise made available subject to a separate or supplemental end user license agreement, terms of use, or other terms and conditions governing your access, use, purchase or other interaction with such elements (“Supplemental Terms”). In all such cases, the terms and conditions of any applicable Supplemental Terms will govern and take precedence over any conflicting or inconsistent terms and conditions contained in these Terms, but solely with respect to the Meromai Platform elements to which they apply.
The Site and Meromai Platform may from time to time include links or otherwise facilitate access to websites, information, content, products, services, software applications, features and other offerings from publicly available sources or third-party providers (collectively, “Third-Party Offerings”). Your use of any Third-Party Offering is subject to any applicable terms between you and the provider thereof, and you are responsible for complying with those terms. Your use of any Third-Party Offerings is at your own risk, and we make no representations, warranties or guarantees, and disclaim all implied representations, warranties and guarantees, regarding Third-Party Offerings. In particular, we make no representation, warranty or guarantee that any Third-Party Offering will not change or will not be suspended or terminated. By activating or using any Third-Party Offering in conjunction with the Meromai Platform, you grant us permission to share information and data with the applicable third-party providers to the extent necessary to facilitate the provision or use of the applicable Third-Party Offering. The existence of a link between the Site or Meromai Platform and any Third-Party Offering does not constitute or imply an endorsement of such Third-Party Offering.
Revisions
We may revise or update these Terms (including any applicable Supplemental Terms) from time to time. Please ensure you check the Terms (including any applicable Supplemental Terms) each time you access or use the Site or Meromai Platform. If we make material changes to these Terms, we will post the revised Terms and the revised effective date at the top of these Terms. Your continued access to or use of the Site or Meromai Platform after the date any such changes become effective constitutes your acceptance of the revised Terms. If you do not accept any of the revised Terms, you must immediately discontinue any use of the Site and the Meromai Platform.
Except as set forth above, none of our employees or agents is authorized to modify these Terms with you or otherwise enter into an agreement with you that conflicts with these Terms, except by means of a written agreement signed by our duly authorized representative, and any other purported modifications or alterations or conflicting terms will be null and void.
Staking and Fees
Your access to and use of certain parts of the Meromai Platform is subject to your staking of $AIMR tokens as set forth on the Site in accordance with the procedures set forth therein. Unless otherwise specified on the Site, (i) staking has a minimum holding period, typically 30 days, (ii) staking is made with $AIMR tokens, (iii) you will be required to provide, through the Site, a Blockchain-compatible cryptocurrency wallet address utilizing a digital wallet from a third party provider that is compatible with the applicable parts of the Meromai Platform, and (iv) all transactions will be fulfilled via the applicable automated Smart Contract processes executed and recorded on the Ethereum, Wax, Solana, or other participating Blockchain Networks where $AIMR tokens are available.
Staking of $AIMR tokens may be required to activate or use certain Offerings, such as earning points that can be converted to $AIMR. Unstaking can be performed at the defined end of each staking cycle.
Blockchain Network Gas fees, platform claiming fees, and other costs may be incurred upon withdrawal of $AIMR from converted Points.
$ETH and $AIMR tokens are not and will never be available for purchase or exchange on the Meromai Platform. You must obtain these tokens outside of the Meromai Platform before staking tokens or paying fees.
You are responsible for any fees, taxes or other costs associated with your relationship with the digital wallet provider, as well as any duties and taxes imposed by your local customs officials or other regulatory body. Any separate charges or obligations you incur in your dealings with the digital wallet provider or other third-party service providers are your sole responsibility.
You acknowledge that the digital wallet provider may have regulatory obligations that require it to conduct due diligence on you and any transaction and it may not be able to complete a transaction without completing the process.
We reserve the right (but assume no obligation) to verify and approve any and all transactions made by you through the Site or Our Offerings to ensure that they comply with these Terms and any applicable terms or requirements imposed upon us by third parties and/or Applicable Law. You expressly acknowledge and agree that such verifications may require you to provide us with additional personal information in order to verify and confirm your identity and to perform verifications aimed to deter fraud and misuse of any Offering.
By buying, selling, transacting in or otherwise performing operations involving Digital Assets, you agree to pay all applicable fees, including any transaction fees and Gas Fees, as applicable. “Gas Fees” fund the network of computers that run the decentralized Blockchain and are payable for each transaction that occurs via the relevant Blockchain. You are solely responsible for determining what Gas Fees apply to transactions initiated by you. We do not have any insight into or control over these payments or transactions, nor do we have the ability to reverse any transactions. Accordingly, we will have no liability to you or to any third party for any claims or damages that may arise as a result of any transactions of Digital Assets that you engage in.
We reserve the right to block or terminate your access to the Site or any Offering in the event of a payment dispute that we deem to have been unjustified or made in bad faith, or if we have reason to believe that funds are subject to any dispute as to their ownership or the means by which they were acquired.
Gas Fees
Transacting in or otherwise performing operations involving Tokens may incur Gas Fees or other transaction fees. “Gas Fees” fund the network of computers that run the decentralized Blockchain and are payable for each transaction that occurs via the relevant Blockchain. You are solely responsible for determining what Gas Fees apply to transactions initiated by you. We do not have any insight into or control over these payments or transactions, nor do we have the ability to reverse any transactions. Accordingly, we will have no liability to you or to any third party for any claims or damages that may arise as a result of any transactions of Tokens that you engage in.
Privacy
We may obtain personal data about you and may subsequently obtain personal data about you either from you directly or from third parties. Please refer to the privacy policy at https://merom.ai/privacy-policy.html for information about processing (e.g., collection, storage, use and sharing) of personal data in connection with your use of the Site and/or Meromai Platform.
Use of the Site and Meromai Platform; Eligibility; Proprietary Rights
In addition to complying with the terms of this section, when using the Site or Meromai Platform, you must at all times comply with the terms set forth in the Your Responsibilities section below.
YOU MUST BE AT LEAST 18 YEARS OF AGE TO USE THE MEROMAI PLATFORM REGARDLESS OF ANY CONSENT FROM YOUR PARENT OR GUARDIAN. Additionally, certain elements of the Meromai Platform may not be appropriate or available for purchase or use in some jurisdictions, and you may not purchase, access or use the Meromai Platform if you are in any jurisdiction where the use of the Meromai Platform is prohibited by Applicable Laws. You must comply with all applicable national, federal, state, provincial and local laws, statutes, regulations, rules, codes, ordinances, orders and directives (“Applicable Laws”) when using the Site and Meromai Platform and, in particular, when buying, selling, transferring or using Tokens, all of which activities are at your own risk. You are solely responsible for determining your compliance with Applicable Laws, including with respect to your use of the Site and Meromai Platform.
This Site, the Meromai Platform and the information, content and technology which they contain, including any AI databases, results or output (collectively, “Content”) are our property or the property of our affiliates or licensors, as applicable, and are protected from unauthorized copying and dissemination by United States copyright law, trademark law, international conventions and other foreign and domestic intellectual property laws. All company and product names and logos are trademarks or registered trademarks of their respective owners in certain countries. For the avoidance of doubt, if we elect to license or otherwise permit you or any third parties (such as users of the Meromai Platform) to conduct certain additional activities using our Content, we reserve the right to revoke and/or terminate any such licenses and permissions at any time and no act, omission or delay on our part in connection with any of the foregoing shall operate as a waiver of any of our rights or remedies under these Terms or otherwise.
The Site, Meromai Platform and Content are provided on an “as is” basis, without any knowledge as to your specific circumstances. The Site, Meromai Platform and/or Content may become unavailable due to maintenance or malfunction of computer equipment or other reasons, and there may also be delays, omissions or inaccuracies in information contained in the Site, Meromai Platform and/or Content. Unless otherwise specified herein, we reserve the right to remove any Content or discontinue the Meromai Platform or any element thereof without prior notice. ADDITIONAL IMPORTANT DISCLAIMERS AND LIMITATIONS AFFECTING YOUR RIGHTS ARE SET FORTH IN THE DISCLAIMER OF WARRANTIES AND LIMITATION OF LIABILITY SECTION, BELOW.
No part of the Site, Meromai Platform or Content may be reproduced or transmitted in any form, by any means, electronic or mechanical, including photocopying and recording, except that we authorize you to view, copy, download and print any documentation for the Meromai Platform as published on the Site, provided that you use such documentation solely for noncommercial, informational purposes, that you not modify such documentation, and that you not remove copyright, trademark and other proprietary notices.
Nothing contained on the Site or within the Meromai Platform or Content should be construed as granting, by implication, estoppel or otherwise, any license or right under any intellectual property right, through the use of framing or otherwise, except as expressly permitted by these Terms or with our prior written permission.
All information and content, including remarks, suggestions, ideas, graphics, user actions and other content resulting from your interactions with or in respect of the Meromai Platform or otherwise communicated to or collected by us through the Site or Meromai Platform, including through any AI training functionality or through any Discord or other social media channel that we may have established, are our exclusive property. We are entitled to use any such information and content for any purpose, without restriction or compensation to the person creating or submitting such information or content. By creating or submitting any such information or content as aforesaid, you represent and warrant the originality of such information or content and accept all responsibility for its accuracy, appropriateness and legality.
The Site or Content may reference products, services, functionality or other offerings that are not available or approved by applicable regulatory authorities in your country or local jurisdiction. Such references do not imply that we intend to announce or make available such products, services, functionality or other offerings to the general public or in your country or jurisdiction.
You need a supported web browser to access the Site and to use the Meromai Platform and you also may need a supported cryptocurrency wallet to use certain elements of the Meromai Platform. You acknowledge and agree that we may cease to support any given web browser or wallet at any time, and that your use of the Site and/or Meromai Platform will require you to independently obtain a supported web browser and, as applicable, a supported cryptocurrency wallet. We do not offer a cryptocurrency wallet for use on the Site or with the Meromai Platform, so any required cryptocurrency wallet will have to be independently obtained by you from a third-party provider. You also acknowledge and agree that the performance of the Site and the Meromai Platform is dependent on the performance of your computer equipment, your Internet connection and telecommunications services as well as the performance of your cryptocurrency wallet, as applicable.
If you access the Meromai Platform through a mobile device, your wireless service carrier’s standard charges, data rates and other fees may apply. In addition, accessing or using certain products or services may be prohibited or restricted by your carrier and the Meromai Platform may not work with all carriers, devices, browsers, operating systems or wallets.
Your Responsibilities
You agree that you are responsible for all activities that occur through the use of your account or cryptocurrency wallet by yourself or by other persons, whether or not you have authorized such activities or use. Notwithstanding the foregoing, you agree not to permit any third party to use or access the Site or Meromai Platform through your account or wallet credentials, and you bear all responsibility for any such access or use, whether or not you have authorized such access or use.
You agree that you will not use any form of unauthorized third-party software, scripts or the like, including automation software (bots), mods, scrapers, “userscripts,” “addons,” “extensions,” hacks, etc., to modify, automate and/or change in any way any aspect of the Site, the Meromai Platform, or any related process, functionality or technology, including for purposes of data collection.
Furthermore, as a condition to your use of the Site or the Meromai Platform, you agree not to: (a) impersonate or misrepresent your affiliation with any person or entity; (b) access, tamper with, or use any non-public areas of the Site or the Meromai Platform or our computer systems; (c) attempt to probe, scan or test the vulnerability of the Site, the Meromai Platform or any related system or network, or breach any security or authentication measures used in connection with the Site, the Meromai Platform or any of such systems and networks; (d) attempt to decipher, decompile, disassemble, reverse engineer or otherwise investigate any of the software, databases or technology used to provide the Site or the Meromai Platform; (e) reproduce, modify or create derivative works based upon the Site, the Meromai Platform or Content, or any portion thereof; (f) use the Site, the Meromai Platform or Content to develop models, technologies, products and/or services that compete with any aspect of the Meromai Platform; (g) harm or threaten to harm other users in any way or interfere with, or attempt to interfere with, the access of any user, host or network, including by sending a virus, overloading, flooding, spamming or mail-bombing the Site or the Meromai Platform, or otherwise; (h) use the Site or the Meromai Platform in an abusive way contrary to its intended use, our policies and instructions, any obligation you owe to any third party, or any Applicable Law; (i) systematically retrieve data or other content from the Site, Content or Meromai Platform to create or compile, directly or indirectly, in single or multiple downloads, a collection, compilation, database, directory or the like, whether by manual methods, through the use of bots, crawlers, or spiders or otherwise; (j) make use of the Site, Content or Meromai Platform in a manner contrary to these Terms or any applicable Supplemental Terms, including by exploiting any part of the Site, Content or Meromai Platform for any commercial purpose; (k) infringe third-party intellectual property rights when using or accessing the Site or Meromai Platform; (l) make use of, promote, link to, or provide access to materials deemed by us, in our sole and unfettered discretion, to be offensive or cause harm to our reputation, including illegal content and pornographic content and other content deemed by us in our sole discretion to be offensive or injurious to us and/or the Site or the Meromai Platform (such as Warez sites, IRC bots and bittorent sites); (m) host or provide matchmaking services for the Site, Content or the Meromai Platform or emulate or redirect the communication protocols used by us in any network feature of the Site or Meromai Platform, through protocol emulation, tunneling, modifying or adding components to the Site or Meromai Platform, use of a utility program or any other techniques now known or hereafter developed, for any purpose including network play over the Internet, network play utilizing commercial or non-commercial gaming networks or as part of content aggregation networks, websites, or services.
Your online conduct and interaction with other users of the Site and the Meromai Platform should be guided by common sense and basic etiquette. Without limiting the foregoing, when using the Site or Meromai Platform, you must at all times comply with all policies, rules and guidelines applicable thereto that we may from time to time publish on the Site. We may suspend or terminate your access to the Site and the Meromai Platform for any conduct we deem improper, including as specified in the Suspension and Termination section below.
You represent, warrant, covenant and agree that (a) you are not located in, and are not a national or resident of, any country or territory subject to territorial embargoes of the United States, United Kingdom, European Union, Australia or Canada, including Cuba, Iran, North Korea, Syria, or the occupied areas of Crimea, Donetsk and Luhansk regions (“Restricted Countries”); and (b) you are not a person or entity, or owned by, under the control of, or affiliated with, a person or entity (i) identified on U.S. or other applicable government restricted party lists, such as the U.S. Office of Foreign Assets Control’s Specially Designated Nationals List, Foreign Sanctions Evaders List or Palestinian Legislative Council List or the U.S. Department of State’s Terrorist Exclusion List; or (ii) engaged in the design, development or production of nuclear, biological or chemical weapons, missiles or unmanned aerial vehicles. Without limiting the foregoing, we may terminate or block your access to the Site and/or Our Services if we identify your IP address, location or address of residence or use of the Site or the Meromai Platform as originating from any Restricted Country.
You further represent, warrant, covenant and agree that (a) you will not use, trade, sell or otherwise dispose of any Tokens in any manner that is contrary to, or in violation of, any Applicable Law; (b) you have the full right and authority to use the Site and the Meromai Platform and to be bound by these Terms; and (c) you will at all times comply with Applicable Laws.
Smart Contracts and Rewards
Tokens and other Ecosystem elements utilize Blockchain-based executable code designed to perform specific actions when predetermined conditions are met (“Smart Contracts”). Examples of operations that may be initiated or executed through one or more Smart Contracts include the operation and management of Token pools from which certain rewards, rights, benefits or privileges may be derived through use of the Meromai Platform (collectively, “Rewards”), or the deduction and distribution of “gas fees” and other fees applicable to Blockchain transactions.
IF WE FROM TIME TO TIME DECIDE TO OFFER CERTAIN REWARDS, THE AVAILABILITY, STABILITY, USABILITY AND/OR VALUE OF ANY SUCH REWARDS MAY SUBSEQUENTLY BECOME TEMPORARILY OR PERMANENTLY DIMINISHED OR UNAVAILABLE FOR ANY NUMBER OF REASONS, BOTH WITHIN AND OUTSIDE OF OUR CONTROL. WE MAKE NO REPRESENTATIONS, WARRANTIES OR GUARANTEES AS TO THE CONTINUED AVAILABILITY OF ANY REWARDS, AND NOTHING CONTAINED ON OUR SITE OR IN THESE TERMS SHALL BE CONSTRUED AS AN OBLIGATION ON OUR PART TO CREATE, MAINTAIN OR PROVIDE ANY REWARDS. IF YOU ACCESS OR USE THE SITE OR ANY ASPECT OF THE MEROMAI PLATFORM IN ANTICIPATION OF OBTAINING ANY REWARDS, YOU DO SO ENTIRELY AT YOUR OWN RISK.
SMART CONTRACTS FORM AN ESSENTIAL PART OF ANY TOKEN OR BLOCKCHAIN TRANSACTION. PRIOR TO INITIATING ANY BLOCKCHAIN TRANSACTION, INCLUDING THE PURCHASE OR OTHER TRANSACTION INVOLVING TOKENS, IT IS YOUR RESPONSIBILITY TO REVIEW THE SMART CONTRACT ON THE BLOCKCHAIN TO ENSURE THAT YOU ARE AWARE OF AND FULLY UNDERSTAND ALL TERMS REFLECTED THEREIN. YOU HEREBY CONSENT TO AND AGREE TO BE BOUND BY, AND IRREVOCABLY WAIVE ANY OBJECTIONS TO, THE APPLICABLE SMART CONTRACT TERMS AND THE EXECUTION THEREOF. YOU ACKNOWLEDGE AND AGREE THAT, IN THE EVENT THE SITE OR MEROMAI PLATFORM (OR ANY THIRD-PARTY SITE TO WHICH EITHER IS LINKED) SUMMARIZES, CHARACTERIZES OR OTHERWISE EXPRESSES ANY TERMS IMPLEMENTED IN ANY SMART CONTRACT, SUCH INFORMATION IS FOR CONVENIENCE ONLY AND THE SMART CONTRACT WILL ALWAYS PREVAIL IN THE EVENT OF ANY INCONSISTENCY.
Changes
The Meromai Platform may be modified, updated, interrupted, suspended, or discontinued by us at any time, with or without notice. Changes may affect, among other things, the terms applicable to Rewards, including the potential for earning Rewards and the usability or potential value of some or all Rewards.
Investigation and Enforcement
We will have the right (but not the obligation) to investigate and prosecute violations of these Terms or your use of the Site or the Meromai Platform, including possible infringement of any intellectual property rights and possible security breaches, to the fullest extent permissible under Applicable Law. We may involve and cooperate with law enforcement authorities in prosecuting users who violate these Terms or Applicable Law.
You acknowledge that, although we have no obligation to monitor your access to or use of the Site or the Meromai Platform, we have the right to do so for the purpose of operating the Site and the Meromai Platform, to ensure your compliance with these Terms, and to comply with Applicable Law or the order or requirement of a court, administrative agency or other governmental body. You further acknowledge that during the pendency of any investigation, we may revoke your access to the Site and/or Meromai Platform.
Suspension and Termination
You may stop using the Site or the Meromai Platform at any time. We reserve the right to refuse service under these Terms to the fullest extent allowed by Applicable Law. Without limiting the foregoing, you agree that we, in our sole discretion, may block access to the Site and/or Meromai Platform for any conduct or activity that we believe, in our sole and unfettered discretion, violates these Terms or any Supplemental Terms, is or may be fraudulent, abusive or illegal, or negatively affects the enjoyment of the Site or Meromai Platform by other users. You acknowledge that we are not required to provide you notice before terminating or suspending your access to the Site or Meromai Platform, but we may choose to do so. If you are blocked by us from accessing the Site or Meromai Platform (including by blocking your IP address), you agree not to implement any measures to circumvent such blocking (e.g., by masking your IP address or using a proxy IP address). Notwithstanding any termination or suspension of access, your obligations under these Terms will continue.
We reserve the right to temporarily or permanently discontinue the Site and/or the availability of the Meromai Platform at any time, with or without notice.
Disclaimer of Warranties and Limitation of Liability
THE SITE AND THE MEROMAI PLATFORM ARE PROVIDED “AS IS,” “AS AVAILABLE,” AND “WITH ALL FAULTS,” AND YOU USE THE SITE AND THE MEROMAI PLATFORM AT YOUR OWN RISK. TO THE FULLEST EXTENT ALLOWED BY APPLICABLE LAW, WE AND OUR AFFILIATES MAKE NO WARRANTY OR REPRESENTATION AND SPECIFICALLY DISCLAIM (WITHOUT LIMITATION) ALL EXPRESS AND IMPLIED REPRESENTATIONS, WARRANTIES AND GUARANTEES REGARDING THE SITE AND MEROMAI PLATFORM, INCLUDING (I) THAT THE SITE OR MEROMAI PLATFORM WILL MEET YOUR REQUIREMENTS OR WILL WORK IN COMBINATION WITH ANY BLOCKCHAIN OR ANY THIRD-PARTY OFFERING OR ANY ECOSYSTEM ELEMENT PROVIDED BY THIRD PARTIES, (II) THAT THE SITE OR MEROMAI PLATFORM WILL BE UNINTERRUPTED, WITHOUT PROBLEMS OR ERROR-FREE, AND (III) THAT ERRORS IN THE SITE OR MEROMAI PLATFORM WILL BE CORRECTED; AS WELL AS THE IMPLIED WARRANTIES OF MERCHANTABILITY, NONINFRINGEMENT AND FITNESS FOR A PARTICULAR PURPOSE.
WITHOUT LIMITING THE FOREGOING, YOU ACKNOWLEDGE AND AGREE:
- THAT IT IS YOUR RESPONSIBILITY TO BE, AND YOU ARE DEEMED TO BE, FULLY INFORMED CONCERNING ALL LAWS, NORMS, TECHNICAL AND FUNCTIONAL ATTRIBUTES, AND RISKS ASSOCIATED WITH BLOCKCHAINS AND BLOCKCHAIN-RELATED TECHNOLOGIES (INCLUDING CRYPTOGRAPHIC TOKENS, SMART CONTRACTS AND BLOCKCHAIN-BASED SOFTWARE SYSTEMS) AND TO ECOSYSTEMS AND THE MEROMAI PLATFORM; AND
- THAT THERE ARE INHERENT RISKS ASSOCIATED WITH PURCHASING, SELLING AND DEALING WITH TOKENS OR OTHERWISE MAKING USE OF BLOCKCHAIN TECHNOLOGIES, INCLUDING THOSE DESCRIBED ON THE RISK DISCLOSURE STATEMENT ATTACHED BELOW AS ANNEX 1; AND
- THAT THERE ARE INHERENT RISK ASSOCIATED WITH THE USE OF AI AND AI OUTPUT, INCLUDING LEGAL AND ETHICAL RISKS, RISKS ASSOCIATED WITH CONSUMER PRIVACY AND SECURITY, RISKS ASSOCIATED WITH UNCLEAR OR UNDEVELOPED REGULATION OR OTHER REGULATORY ISSUES, RISKS INVOLVING POTENTIAL INFRINGEMENT OR VIOLATION OF THIRD-PARTY RIGHTS, AND RISKS OF BIAS AND OBJECTIONABLE OUTPUT INCLUDING, WITHOUT LIMITATION, AI PROGRAMMED FOR HARM OR AI DEVELOPING DESTRUCTING OR EMERGENT BEHAVIORS; AND
- THAT YOU HAVE BEEN WARNED OF, AND YOU EXPRESSLY ACCEPT AND ASSUME, ALL SUCH RISKS; AND
- THAT YOU ARE SOLELY RESPONSIBLE FOR ALL AI INTERACTIONS AND BLOCKCHAIN TRANSACTIONS YOU ENGAGE IN, INCLUDING ALL TOKENS THAT YOU MAY OBTAIN, AND WE SHALL HAVE NO LIABILITY TO YOU OR ANYONE ELSE IN CONNECTION THEREWITH;
- THAT NO INFORMATION ON THE SITE OR WITHIN THE CONTENT OR MEROMAI PLATFORM IS INTENDED AS OR SHALL CONSTITUTE THE RENDERING OF LEGAL, ACCOUNTING, TAX OR OTHER PROFESSIONAL ADVICE;
- THAT WE DO NOT PROVIDE ANY CUSTODIAL SERVICES, CUSTODIAL SOFTWARE OR OTHER CUSTODIAL SOLUTIONS, NOR ACT AS YOUR AGENT, REPRESENTATIVE OR CUSTODIAN WITH RESPECT TO, AND THAT WE DO NOT CONTROL OR MANAGE, ANY OF YOUR TOKENS; AND
- THAT WE ARE NOT REGISTERED WITH OR LICENSED BY ANY MONETARY OR INVESTMENT REGULATORY AUTHORITY, AND THAT REGULATORY ACTIONS OR CHANGES TO APPLICABLE LAW MAY IMPACT OUR BUSINESS ACTIVITIES INCLUDING THE MEROMAI SOLUTION.
TO THE FULLEST EXTENT ALLOWED BY APPLICABLE LAW, IN NO EVENT SHALL WE OR ANY OF OUR AFFILIATES, SUPPLIERS AND LICENSORS HAVE ANY LIABILITY, WHETHER BASED IN CONTRACT, DELICT OR TORT (INCLUDING NEGLIGENCE), OR STRICT LIABILITY, FOR INCIDENTAL, INDIRECT, CONSEQUENTIAL, SPECIAL OR PUNITIVE DAMAGES OF ANY KIND, OR FOR LOSS OF REVENUE OR PROFITS, LOSS OF BUSINESS OR GOODWILL, LOSS OR CORRUPTION OF, OR UNAUTHORIZED ACCESS TO, OR DISCLOSURE OF INFORMATION OR DATA, OR LOSS OF ANY UNREALIZED SAVINGS OR EXPECTED REWARD, OR OTHER FINANCIAL LOSS ARISING OUT OF OR IN CONNECTION WITH THE USE, PERFORMANCE, FAILURE OR INTERRUPTION OF THE SITE, MEROMAI PLATFORM OR CONTENT, WHETHER FORESEEABLE OR NOT, AND EVEN IF WE HAD BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND WE DISCLAIM ALL SUCH DAMAGES TO THE MAXIMUM EXTENT ALLOWED BY LAW. IF WE ARE FOUND LIABLE TO PAY YOU ANY DAMAGES, INCLUDING REIMBURSEMENT OF EXPENSES SUCH AS ATTORNEYS’ FEES, OUR TOTAL CUMULATIVE LIABILITY TO YOU UNDER THESE TERMS SHALL NOT EXCEED USD $100. THE ABOVE LIMITATIONS OF LIABILITY WILL NOT BE AFFECTED IF ANY REMEDY PROVIDED HEREIN SHALL FAIL OF ITS ESSENTIAL PURPOSE.
WITHOUT LIMITING THE FOREGOING, WE EXPRESSLY DISCLAIM, TO THE FULLEST EXTENT ALLOWED BY APPLICABLE LAW, ANY AND ALL LIABILITIES AND OBLIGATIONS FOR EXPENSES INCURRED THAT RELATE TO THE USE OF AI, MACHINE LEARNING OR GENERATIVE AI, INCLUDING ANY CLAIMS OR ALLEGATIONS RELATED TO: (1) ALLEGED INFRINGEMENT OF ANY PATENT, TRADEMARK, COPYRIGHT OR OTHER PROPRIETARY OR INTELLECTUAL PROPERTY OF A THIRD PARTY; (2) ALLEGED BREACH OF OPEN SOURCE LICENSES OR CONTRACTS; (3) ALLEGED FAILURE TO COMPLY WITH PRIVACY, DATA PROTECTION OR SECURITY REQUIREMENTS; (4) SURPRISING OR OTHERWISE UNANTICIPATED EMERGENT BEHAVIOR FROM AI MODELS; (5) SECURITY RISKS OR VULNERABILITIES; (6) ERRORS OR INACCURACIES IN DATA OR OTHER MATERIALS; (7) ALLEGED DISCRIMINATION, DEFAMATION OR VIOLATIONS OF CONSUMER PROTECTION LAWS OR ANY OTHER LAWS OR REGULATIONS; OR (8) ALLEGED USE, TRANSFER OR DISCLOSURE OF DATA AND INFORMATION ANOTHER PARTY MAY CONSIDER CONFIDENTIAL.
CERTAIN JURISDICTIONS DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES OR THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES, AND SOME OR ALL OF THE ABOVE DISCLAIMERS, EXCLUSIONS, OR LIMITATIONS MAY THEREFORE NOT APPLY TO YOU
Experimental Features
In order to accommodate advanced users’ requests and to build new features and functionalities, we may from time-to-time release experimental features on the Site or in the Meromai Platform. These features may not be complete or may not have been fully tested, which may present heightened risks. They may contain errors or inaccuracies that could cause failures, corruption or loss of data and/or information. You can think of these features as beta features. We do not guarantee the stability, functionality, or long-term support of these features. We do not recommend use of these features unless you are an advanced user with strong technical skills. Without limiting any other provision of these Terms, you expressly acknowledge and agree that all use of such features is at your sole risk.
Special Notice for International Use; Export Controls
The technology and software underlying the Site and Meromai Platform (“Technology”) may be subject to export controls and other laws, restrictions, regulations and rules of the United States or other applicable jurisdictions, including the U.S. Export Administration Regulations (“EAR”) and Foreign Assets Control Regulations (collectively, “Export Laws”). No Technology may be downloaded or otherwise exported or re-exported in violation of any Export Laws or other Applicable Laws. Downloading or using any Technology is at your sole risk. Recognizing the global nature of the Internet, you agree to comply with all Applicable Laws regarding your use of the Site and Meromai Platform including any Technology.
Indemnification and Release
You agree to defend, indemnify and hold harmless us, our affiliates and our and their respective employees and agents, from and against all Claims (as defined below) arising out of or in any way connected with your improper use of the Site or the Meromai Platform or your violation of these Terms, the rights of any third party or any Applicable Law. “Claims” include any past, present, or future actions, causes of action, demands, assertions of rights, costs, demands, expenses, injuries, judgments, losses suits, damages and attorneys' fees and other costs of defense, of any kind or nature whatsoever, whether in tort, contract, pursuant to statute, at law or equity or otherwise, whether direct or indirect, contingent or absolute, and whether or not known, foreseeable, liquidated, anticipated or suspected.
To the maximum extent permitted by Applicable Law, and except as otherwise expressly provided herein, you, on behalf of yourself and your past, present and future successors, predecessors, assigns, heirs, affiliates, agents, insurers, representatives, and any individual, person, organization, entity, corporation or representative who or which acquires or succeeds to your rights and responsibilities, absolutely, unconditionally and irrevocably forever release and discharge (and covenant not to sue) us, together with our affiliates and each of our and their respective past, present and future successors, predecessors and assigns, and all of our and their shareholders, parent companies, subsidiaries, affiliates, insurers, representatives, officers, directors and employees, from any and all Claims arising out of or in any way related to your use or inability to access and/or use the Site, Meromai Platform or Content.
DISPUTE RESOLUTION
PLEASE READ THIS SECTION CAREFULLY AS IT AFFECTS YOUR RIGHTS.
For the purpose of this section, a “Dispute” is any claim whatsoever that arises out of or is in any way connected with these Terms or use of the Meromai Platform, save for “Excluded Disputes” which means both (i) any claim arising out of the alleged infringement or misappropriation of the other party's patent, copyright, trademark, trade secret or other intellectual property rights or (ii) any claim whatsoever that arises out of or is in any way connected with these Terms or use of the Meromai Platform where you are a resident of the European Union or a jurisdiction that does not enforce binding arbitration.
ALTERNATIVE DISPUTE RESOLUTION: For all Disputes and Excluded Disputes, you and we agree to make reasonable, good faith efforts to informally resolve the Dispute or Excluded Dispute before you initiate formal dispute resolution. You agree to send us a written notice that describes the nature and basis of the Dispute or Excluded Dispute and sets forth the relief sought. Written notice to us must be sent via postal mail to the address specified under the Contact section at the end of these Terms (“Notice Address”).
EXCLUDED DISPUTES: If the parties cannot reach an agreement to resolve an Excluded Dispute within sixty (60) calendar days after such written notice is received by us, then in relation only to Excluded Disputes the parties submit to the exclusive jurisdiction of the Cayman Islands Courts. In connection with such Excluded Disputes, you hereby expressly, knowingly, voluntarily and irrevocably (a) consent to the exclusive jurisdiction of the Cayman Islands Courts and (b) waive any objection based on lack of personal jurisdiction, improper venue or forum non conveniens.
MANDATORY ARBITRATION OF DISPUTES: If the parties cannot reach an agreement to resolve a Dispute within sixty (60) calendar days after such written notice is received by us, then the parties agree that all Disputes shall be referred to and finally resolved by binding arbitration under and in accordance with the LCIA Arbitration Rules (effective 1 October 2020 as amended from time to time).
The seat of the arbitration shall be the Cayman Islands. The venue of the arbitration shall be the Cayman Islands, unless the parties agree otherwise in writing. The language of the arbitration shall be English.
The arbitral tribunal appointed or to be appointed pursuant to this arbitration agreement shall have exclusive right to determine matters including the validity and enforceability of the arbitration agreement as well as the jurisdiction of the arbitral tribunal.
YOU AND WE AGREE THAT EACH DISPUTE SHALL BE RESOLVED IN INDIVIDUAL ARBITRATION IN ACCORDANCE WITH THIS ARBITRATION AGREEMENT AND WILL NOT BE BROUGHT AS A PLAINTIFF OR CLASS MEMBER (OR IN A REPRESENTATIVE OR CONSOLIDATED ACTION) IN ANY PURPORTED CLASS OR, REPRESENTATIVE, OR CONSOLIDATED ACTION. Unless both you and we agree, no arbitrator or judge may consolidate more than one person's Disputes or otherwise preside over any form of a representative or class proceeding, and the arbitrator specifically does not have the power to alter this. The arbitrator may award injunctive relief only in favor of the individual party seeking relief and only to the extent necessary to provide relief warranted by that party's individual Dispute. If a court decides that Applicable Law precludes enforcement of any of this Section's limitations as to a particular claim for relief, then that claim (and only that claim) must be severed from the arbitration and may be brought in court.
This arbitration agreement shall be governed by and construed in accordance with the laws of the Cayman Islands.
You or we may seek emergency equitable relief before a court located in the Cayman Islands in order to maintain the status quo pending arbitration and you agree to submit to the exclusive personal jurisdiction of the courts located within the Cayman Islands for such purpose. A request for interim measures shall not be deemed to be a waiver of the right to arbitrate.
LIMITATION OF ACTIONS: YOU AGREE THAT, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, ALL DISPUTES AND EXCLUDED DISPUTES SHALL BE BROUGHT (IN THE CASE OF EXCLUDED DISPUTES) OR REFERRED TO ABITRATION (IN THE CASE OF DISPUTES) WITHIN ONE (1) YEAR AFTER THE GROUND FOR SUCH DISPUTE OR EXCLUDED DISPUTE AROSE OR SUCH CLAIM WILL BE FOREVER BARRED, WHICH MEANS THAT NEITHER YOU OR WE WILL HAVE THE RIGHT TO ASSERT SUCH CLAIM.
Disputes Among Users
You agree that you are solely responsible for your interactions with any other user in connection with the Site, the Meromai Platform and/or the Blockchain and Ecosystem and we will have no liability or responsibility with respect thereto. We reserve the right, but have no obligation, to become involved in any way with disputes between you and any other user of the Site and/or Meromai Platform.
Infringement Complaints
We may delete or disable content alleged to be infringing and terminate a user's access if the user is determined by us, in our sole discretion, to be a repeat infringer. If you believe that your content has been copied in a way that constitutes copyright or trademark infringement, or violates your publicity or other intellectual property rights, you may submit a written notice to us [our designated copyright agent] at: Duvina Holdings, c/o Floor 4, Willow House, Cricket Square, Grand Cayman KY1-9010, Cayman Islands
For us to process your infringement claim, you must be the rightsholder or someone authorized to act on behalf of the rightsholder. Your notice must include:
- Identification of the copyrighted work(s), trademark, publicity rights, or other intellectual property rights that you claim is being infringed;
- Identification of the allegedly infringing material that is requested to be removed, including a description of the specific material claimed to be infringing, so that we may locate the material;
- Your contact information - at a minimum, your full legal name (not pseudonym) and email address;
- A declaration that contains each of the following:
-- A statement that you have a good faith belief that use of the material in the manner complained of is not authorized by the intellectual property rights owner, its agent, or the law;
-- A statement that the information in the notice is accurate; and
-- A statement under penalty of perjury that you are authorized to act on behalf of the intellectual property owner of the intellectual property that is allegedly being infringed.
- Your physical or electronic signature (of your full legal name).
General
Unless otherwise specified herein, these Terms constitute the entire agreement between you and us with respect to the Site and the Meromai Platform, and these Terms supersede all prior or contemporaneous communications and proposals, whether electronic, oral or written, between you and us with respect thereto. Without limiting the foregoing, nothing contained in the Site or any other website or property owned or controlled by us or any of our affiliates shall be construed as a representation, warranty or covenant, or give rise to any liability or obligation on the part of us or any of our affiliates except as expressly set forth in these Terms.
These Terms will be governed by the laws, restrictions, regulations and rules of the State of Delaware, U.S.A., without regard to its conflict of law provisions.
If a particular provision of these Terms is held to be invalid by a court of competent jurisdiction, the provision shall be deemed to be severed from these Terms and shall not affect the validity of these Terms as a whole, which shall remain in full force and effect. The parties nevertheless agree that the court should endeavor to give effect to the parties’ intentions as reflected in any invalid provision.
Any failure by us to exercise or enforce any right or provision of these Terms shall not operate as a waiver of such right or provision. Any waiver of these Terms or any portion thereof by us must be in writing and signed by an authorized representative of ours.
A printed version of these Terms and of any notice given in electronic form will be admissible in judicial or administrative proceedings based upon or relating to these Terms to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form.
The section titles in these Terms are for convenience only and have no legal or contractual effect. Whenever examples are used in these Terms with the words “including,” “for example,” “e.g.,” “such as,” “etc.” or any derivation thereof, such examples are intended to be illustrative and not in limitation thereof. Notices to you may be made via either email or regular mail or other electronic service.
You hereby consent to receive service of process by electronic means or social media to the extent allowed by the applicable federal or state court. This constitutes consent in writing as contemplated in Federal Rule of Civil Procedure 5(b)(2)(E) and any applicable state (or other jurisdiction) equivalent.
You agree that no joint venture, partnership, employment, or agency relationship exists between you and us as a result of these Terms or your use of the Site or the Meromai Platform. You acknowledge and agree that our performance of these Terms is subject to Applicable Laws and that nothing contained in these Terms is in derogation of our right to comply with any governmental, court and law enforcement requests or requirements relating to your use of the Site, the Meromai Platform or information provided to or gathered by us with respect to such use.
Notice for California Users
Under California Civil Code Section 1789.3, users of the Service from California USA are entitled to the following specific consumer rights notice: The Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs may be contacted in writing at 1625 North Market Blvd., Suite N 112, Sacramento, CA 95834, or by telephone at (916) 445-1254 or (800) 952-5210. You may contact us at the address specified below.
Contact
If you have any concern, question or complaint regarding these Terms, please contact us by e-mail, info at merom dot ai, or regular mail at Duvina Holdings, c/o Floor 4, Willow House, Cricket Square, Grand Cayman KY1-9010, Cayman Islands.
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ANNEX 1
BLOCKCHAIN RISK DISCLOSURE STATEMENT
You acknowledge and agree that there are inherent risks associated with purchasing and dealing with Tokens including any product or service that generates, embeds, relies upon or otherwise utilizes Tokens or otherwise interacts with Blockchains (collectively, “Blockchain Offerings”), including those outlined below. Certain elements of the Meromai Platform are Blockchain Offerings, and you are responsible for understanding the associated risks.
Risk of Losing Access to Tokens Due to Wallet Incompatibility: A cryptocurrency wallet must possess technical infrastructure that is compatible with the receipt, storage and transfer of Tokens supported by the relevant Blockchain. Non-compatible wallet addresses may result in loss of access to Tokens. Risk Associated with Blockchain Protocols: Any malfunction, breakdown, abandonment, unintended function, unexpected functioning of or attack on a Blockchain or supporting protocols may have an adverse effect on the Tokens and Blockchain Offerings, including causing them to malfunction or function in an unexpected or unintended manner.
Risk Associated with Digital Wallets and Private Keys: Errors or malfunctions related to digital wallets users choose for purposes of receiving and storing Tokens or engaging with Blockchain Offerings may result in the loss of Tokens or access to or functionality of Blockchain Offerings. Any third party that gains access to or learns of a user’s login credentials or other private keys may be able to dispose of such user’s Tokens and engage in other unapproved transactions using the digital wallet, including with other Blockchain Offerings. If a user’s private key or wallet password gets lost or stolen, associated Tokens may be unrecoverable and permanently lost. Additionally, providing an incorrect wallet address may result in a loss of Tokens or access to Blockchain Offerings.
Risk of Unfavorable Regulatory Action: Blockchain technologies and cryptographic tokens have been the subject of scrutiny by various regulatory bodies around the world. Blockchain technology allows new forms of interaction and certain jurisdictions have applied or may apply certain existing regulations on, or have introduced and may introduce new regulations addressing, Blockchain technology based applications, which regulations may be contrary to the setup of a Blockchain or its smart contract system, or Blockchain Offerings, and, therefore, may result in substantial modifications to such Blockchain and smart contract systems, or Blockchain Offerings, including its termination and the loss of Tokens and/or Blockchain Offerings.
The regulatory status of Tokens and distributed ledger technology (or certain uses thereof) is unclear or unsettled in many jurisdictions, and the regulatory status of each is distinct. To the extent they have not already done so, it is difficult to predict how or whether regulatory authorities may apply existing regulation with respect to such technology and its applications, including specifically (but without limitation to) the Blockchains and their supported Tokens and Blockchain Offerings. It is likewise difficult to predict how or whether any legislative or regulatory authorities may implement changes to existing law and regulation affecting distributed ledger technology and its applications, including specifically (but without limitation to) the Blockchains and their supported Tokens and Blockchain Offerings. Regulatory actions could negatively impact the Blockchains, Tokens and Blockchain Offerings in various ways, including, for purposes of illustration only, through a determination that certain Tokens are a regulated financial instrument that requires registration, licensing or restriction. We may cease operations in a jurisdiction if regulatory actions, or changes to law or regulation, make it illegal to operate in such jurisdiction, or commercially undesirable to obtain the necessary regulatory approval(s) to operate in such jurisdiction. The functioning of the Blockchains, Tokens and Blockchain Offerings could be impacted by any regulatory inquiries or actions, including restrictions on the use, sale or possession of Tokens or implementation of Blockchain Offerings, which restrictions could also impede, limit or end the development of the Blockchains or Blockchain Offerings and/or result in legal liability.
The cryptocurrency exchange market, the token listing and trading market and initial coin offerings are (and by extension certain Blockchain Offerings may be) subject to a variety of federal, state and international laws and regulations, including those with respect to “know you customer” and “anti-money laundering” and customer due diligence procedures, privacy and data protection, consumer protection, data security, and others. These laws and regulations, and the interpretation or application of these laws and regulations, could change. In addition, new laws or regulations could be enacted which could impact the Blockchains, Tokens and/or Blockchain Offerings including your access to or use thereof. Additionally, Blockchain users are subject to or may be adversely affected by industry specific laws and regulations or licensing requirements. If any of these parties fails to comply with any of these licensing requirements or other applicable laws or regulations, or if such laws and regulations or licensing requirements become more stringent or are otherwise expanded, it could adversely impact the Blockchains, Tokens and/or Blockchain Offerings.
Risk of Alternative Blockchain Offerings: It is possible that alternative applications could be established which use the same open source code and protocol underlying any Blockchain Offering. Tokens supported by any particular Blockchain or Blockchain Offering may have no intrinsic value with respect to such alternative applications or Blockchain Offerings. Blockchain Offerings might compete with such alternative token-based applications, which could potentially negatively impact one or more Blockchains, Tokens and/or Blockchain Offerings.
Risk of Insufficient Interest: It is possible that one or more Blockchains or Blockchain Offerings will not be used by a large number of businesses, individuals, and other organizations and that there will be limited public interest in the creation and development of Tokens and/or Blockchain Offerings. Such a lack of interest could negatively impact one or more Blockchains, Tokens and Blockchain Offerings.
Risk of Blockchain Changes: Blockchains may undergo significant changes. Any expectations or assumptions regarding the form and functionality of any particular Blockchain and related Tokens or Blockchain Offerings may not be met, for any number of reasons, including the decentralized nature of Blockchains, participant behavior, and the types of Blockchain Offerings offered through a Blockchain. In addition, Blockchains may experience malfunctions or otherwise fail to be adequately maintained, which may negatively impact one or more Blockchains, Tokens and Blockchain Offerings.
Taxation Risk: The tax characterization of Tokens and Blockchain Offerings may be unclear, unsettled or subject to change. Transactions in Tokens or involving Blockchain Offerings may be considered tax events under applicable laws and regulations. You must seek your own tax advice in connection with creating, holding, selling or otherwise dealing with Tokens, which may result in adverse tax consequences, including tax payment liability and tax reporting requirements.
Risk of Theft and Hacking: Hackers or other groups or organizations may attempt to interfere with Blockchains, Tokens or Blockchain Offerings in several ways, including denial of service attacks, side-channel attacks, spoofing, smurfing, malware attacks, or consensus-based attacks. Blockchains are susceptible to mining attacks, including double-spend attacks, majority mining power attacks, selfish-mining attacks, and race condition attacks. Any successful attacks present a risk to Blockchains, Tokens and Blockchain Offerings, including the expected proper execution and sequencing of smart contract computations and Token transactions.
Risk of Weaknesses or Exploitable Breakthroughs in the Field of Cryptography: Advances in cryptography, or technical advances such as the development of quantum computing, could present risks to cryptocurrencies and Blockchains, Tokens and Blockchain Offerings by rendering ineffective the cryptographic consensus mechanism that underpins Blockchain protocols, which could result in the theft, loss or decreased utility of Tokens and/or Blockchain Offerings. Smart contracts, blockchain application software and Blockchain protocols are still in an early development stage and relatively unproven. There is no warranty or assurance that the process for creating Tokens on any Blockchain will be uninterrupted or error-free and there is an inherent risk that software could contain defects, weaknesses, vulnerabilities, viruses or bugs causing, inter alia, the complete loss of Tokens.
Illiquid Market Risk: Third-party exchanges and marketplaces that support trading in Tokens are likely to be relatively new and subject to poorly understood regulatory oversight. They may, therefore, be more exposed to fraud and failure than established, regulated exchanges for other products and have a negative impact on the Tokens. To the extent that any third party ascribes an external exchange value to Tokens (e.g., as denominated in a crypto or fiat currency), such value may be extremely volatile and diminish to zero. If (despite his or her representations to the contrary) a user is holding Tokens as a form of investment on a speculative basis or otherwise, or for a financial purpose, with the expectation or desire that their inherent, intrinsic or cash-equivalent value may increase with time, there would be significant risks associated with such speculation or actions, and any errors associated therewith. Notwithstanding the foregoing, we do not offer Tokens on an investment basis.
Risk of Uninsured Losses: Unlike bank accounts or accounts at some other financial institutions, Tokens and any funds held using Blockchains or Blockchain Offerings are uninsured. In the event of any loss, there is no public insurer, such as the FDIC, or private insurer, to offer recourse to users.
Risk Associated with Incomplete Information: You may not have full access to all information relevant to the Blockchains, Tokens and/or Blockchain Offerings. We do not provide users with recommendations or advice related to Blockchains, Blockchain Offerings or Tokens.