Terms of Use
These Terms of Use set forth a legally binding agreement made between you, whether personally or on behalf of an entity ('User'), and MemeFi LLC ('Company'), concerning User’s access to and use of the MemeFi website, mobile application, decentralized application, and related services (collectively, the 'Platform'). The MemeFi Platform is a blockchain-based game that enables Users to battle other players and non-player characters to receive tokens. The Platform utilizes smart contracts and cryptocurrencies such as $MEMF tokens for gameplay mechanics and incentives. Company is willing to grant User access to the Platform only on the condition that User accepts and complies with all terms and conditions contained herein. By accessing or using the Platform, User represents that User has thoroughly read, understands, and agrees to be bound by these Terms of Use as a legally binding contract. If User objects to or cannot be bound by these Terms of Use, User may not access or utilize any portion of the Platform and must immediately discontinue any current use thereof. Supplemental policies, terms and documents posted on the Platform by Company from time to time are fully incorporated into these Terms of Use by reference. Company reserves the right to revise these Terms of Use at any time pursuant to the amendment provisions contained herein. User has an affirmative duty to periodically access the Platform to review any such revisions. Continued use of the Platform after a posted amendment constitutes User’s acceptance thereof. The Platform is not intended for distribution to or use by any persons located in or resident of any jurisdiction where said distribution or use violates any local law or regulation. User represents and warrants that User is at least 18 years of age and will comply with these Terms of Use and all applicable laws and regulations in User’s respective jurisdiction. While Company aims for the Platform to be widely accessible, User acknowledges that use of the Platform necessarily carries inherent risks, and User participates voluntarily therein pursuant to the disclaimers contained herein.ACCEPTANCE OF TERMS
USER’S ENGAGEMENT WITH SERVICE CONSTITUTES HIS OR HER ACKNOWLEDGMENT AND ACCEPTANCE OF THESE TERMS, INCLUDING THE LIMITATIONS OF LIABILITY AND DISCLAIMERS SET FORTH HEREIN, AND ANY SUBSEQUENT AMENDMENTS THERETO. IF AT ANY POINT USER DEEMS THESE TERMS TO BE UNACCEPTABLE, USER IS OBLIGATED TO IMMEDIATELY DISCONTINUE ALL USAGE OF THE SERVICE.USER REPRESENTATIONS
By accessing or using any component of the Platform, User affirms, acknowledges, represents and warrants that:(1) All registration details and account information User submits to Company is truthful, accurate, current and complete.
(2) User will promptly update any registration or account information so that such information remains truthful, accurate, current and complete.
(3) User has full legal capacity under the laws of the jurisdiction that apply to User to enter into these Terms as a binding legal agreement.
(4) User has reached the age of majority in your jurisdiction, or are at least 18 years old, whichever is higher
(5) User will access and use the Platform only through authorized and lawful means, without violating any laws, regulations, policies or terms applied by Company or any third party service providers.
(6) User will not use the Platform for any unlawful, illegal or fraudulent purpose, including money laundering, terrorism financing or other financial crimes.
(7) User’s access and use of the Platform will fully comply with these Terms and all applicable national, state, local and international laws, rules, regulations, decrees, orders, decisions, guidelines, policies and other governmental requirements of any governmental authority that apply to User ('Applicable Law').
(8) User is not included in any trade embargoes or economic sanctions list, such as the United Nations Security Council sanctions list or the OFAC list
(9) User’s access to and interaction with the Platform will be direct and manual, without the use of automated, non-human methods such as bots or scripts or other similar technologies
(10) User will maintain not more than one account per person on the Service, and shall be responsible for all activities that occur under his or her account;
If User provides any information that is untrue, inaccurate, not current or incomplete, or Company has reasonable grounds to suspect that User’s information is untrue, inaccurate, not current or incomplete, Company has the right to suspend or terminate User’s account immediately and refuse any and all current or future use of the Platform. User is responsible for all activities that occur under User’s account credentials or as a result of User’s failure to safeguard account access. User agrees to promptly notify Company of any unauthorized account use or other breach of security. User fully understands the inherent risks associated with using and transacting in cryptocurrencies, cryptoassets, non-fungible tokens, and the underlying blockchain infrastructure and protocols, including volatility, liquidity, security and regulatory risks. User hereby assumes and accepts sole risk and responsibility for conducting any on-chain and off-chain transactions via the Platform. MemeFi reserves the exclusive right to select the markets and jurisdictions for its business operations. We may, at our sole discretion, restrict or refuse the provision of MemeFi services in certain countries or regions. The use of the Service is categorically prohibited for individuals, entities, partnerships, corporations, trusts, and any other legal bodies that are:
(a) Citizens or residents of;
(b) Organized, incorporated, or operating under the laws of;
(c) Having significant operations in, or
(d) Directly or indirectly controlled by persons from the following countries:
United States, Cuba, Democratic People’s Republic of Korea (North Korea), Iran, Somalia, South Sudan, Syria, Sudan, Venezuela, and Yemen.
REGISTRATION
User may need to register an account to use the Platform. User is responsible for account credentials, activity, and security. Company cannot recover lost credentials or assets. User agrees to forfeit all digital assets upon account deletion. Company may suspend or terminate accounts for Terms violations or other unlawful activity. Company reserves rights to change access requirements without notice. Please let me know if you would like me to expand any part of this condensed version or draft any other sections. I'm happy to write more succinctly or with more detail as needed.INTELLECTUAL PROPERTY
The Platform and all content thereof, including software, source code, functionality, graphics, videos, sounds, game mechanics, tokens, artwork and other intellectual property and proprietary rights ('IP'), are owned or licensed by Company. User may not copy, reproduce, republish, disassemble, sell, exploit or prepare derivative works based on the Platform without Company’s prior written consent. Provided User complies with these Terms, User has a limited, revocable, non-transferable, non-sublicensable license to access and use the Platform for personal entertainment. No rights are conveyed to User. All rights not granted herein are reserved by Company. User is responsible for violations of IP rights under User’s account.PROHIBITED ACTIVITIES AND CONTENT
Prohibited User Activities
User expressly agrees not to do any of the following:• Access, use or interact with any component of the Platform for any purpose other than personal entertainment use as expressly authorized by these Terms. This includes automated use of the Platform through bots, scripts or data extraction tools.
• Attempt to systematically collect, compile, store or publicly display any usernames, personal information or other data of other Users without authorization.
• Attempt to circumvent, disable or otherwise interfere with any security-related features designed to prevent or limit access to the Platform or enforce usage restrictions. This includes hacking, brute force attacks, and reverse engineering decryption.
• Impersonate any person or entity or falsely claim affiliation with Company.
• Sell or transfer User accounts, usernames or credentials to any third party without Company’s consent.
• Harass, threaten or intimidate Company personnel or agents who support the Platform.
• Use the Platform in any way to compete with Company or for any revenue-generating commercial activities, such as advertising or paid services, unless expressly permitted by the Company under separate written agreement.
• Copy, adapt, reverse engineer or create derivative works based on Company software, code or other technology without prior written consent. This includes spoofing IPs to circumvent regional access restrictions.
• Engage in illegal activities like fraud, money laundering, or actions violating international laws.
• Exploit bugs, glitches or unintended mechanics for personal gain or to disrupt the gaming experience.
• Spread false information or make defamatory statements about the Platform, Users, or third parties.
• Share personal user information without consent or violate the Privacy Policy.
• Use automated systems like bots or engage in unauthorized linking/framing of the Platform.
• Disparage, tarnish or harm the Platform or its representatives.
Content Moderation
To maintain a safe and compliant user experience, Company prohibits certain content involving:• Drugs, alcohol, tobacco
• Violence, gore, aggression
• Sex, nudity, pornography
• Profanity, hate speech
• Infringing materials
• Misinformation
• Gambling
• Offensive or abusive materials
MEMEFI RESERVES THE RIGHT TO DETERMINE WHAT CONSTITUTES A VIOLATION OF THESE RULES AND TO TAKE APPROPRIATE ACTION. VIOLATIONS CAN LEAD TO VARIOUS PENALTIES, INCLUDING TEMPORARY SUSPENSIONS, PERMANENT BANS, AND LOSS OF IN-GAME ASSETS, DEPENDING ON SEVERITY. USERS ARE ENCOURAGED TO REPORT ANY OBSERVED VIOLATIONS FOR REVIEW AND POTENTIAL ACTION. THIS LIST IS NOT EXHAUSTIVE AND MAY BE UPDATED AT ANY TIME.
FEES AND PAYMENTS
All transactions occur on public blockchain ledgers through User’s non-custodial wallet. Company hereby disclaims all liability arising out of or related to said transactions. User shall be solely responsible for remitting any and all blockchain network fees, including but not limited to gas, mining fees, or transaction fees charged by third party service providers facilitating User's participation on the Platform. Company reserves the right to charge commissions or usage fees in conjunction with certain Platform features, which will be indicated conspicuously therein. User retains sole liability for any taxes, duties, levies, or other government fees associated with use of the Platform or related transactions, including but not limited to capital gains, income, withholding, sales, Value Added and similar taxes. At Company’s reasonable discretion, User may be obligated to reimburse Company for any tax liability arising from User’s participation, including compensatory withholding. Any payments remitted to Company are final and non-refundable according to subsequently published policies. While Company strives to ensure the integrity and security of the Platform, Company cannot guarantee reimbursement related to unforeseen vulnerabilities ('Acts of God'), lost private keys, user negligence or misunderstanding of instructions related to custody or transmission of tokens or transaction records that may result in partial or wholesale loss of Platform assets. User indicates informed understanding of requisite precautions and sole accountability for mitigating associated risks thereto after initial receipt.USER SUBMISSIONS
Any questions, suggestions, feedback or other input provided to Company through or in relation to the Platform ('Submissions') shall be deemed non-confidential and Company’s sole property. User hereby irrevocably transfers and assigns to Company any and all intellectual property rights, titles or related interests in said Submissions. Company may use or redistribute Submissions for any purpose, commercial or otherwise, without attribution or compensation to User. User waives all moral rights and warrants possessing requisite legal authority to provide Submissions to Company. User agrees Submissions shall be original works, with no third party rights therein. To the extent a Submission has any protective designation or rights, User grants Company a perpetual, irrevocable, worldwide, sublicensable license to reproduce, distribute, publicly display/perform, modify translations of, and create derivative works from the Submission, without compensation to User. Company shall have no liability for any alleged or actual infringement arising from Submissions or Company’s subsequent authorized uses thereof. User will indemnify Company from any loss or misuse related to Submissions.THIRD-PARTY WEBSITES AND CONTENT
The Platform may contain links or integrate with third-party websites, content, products and services ('Third-Party Content'). Company does not operate or control any such Third-Party Content. Company does not endorse, approve or sponsor Third-Party Content and has no responsibility to investigate or monitor it. User acknowledges that upon accessing Third-Party Content, User is no longer governed by these Terms or Company’s policies. User accesses any Third-Party Content at their own risk. User should review applicable third party terms, conditions and privacy policies before using Third-Party Content. Any separate transactions or agreements between User and any third-party providers of products, services or content linked or integrated with the Platform are solely between User and said third party. Company disclaims all liability for User’s interactions involving Third-Party Content or any losses related thereto. User will hold Company harmless from any damages, liability or reimbursement for losses related to Third-Party Content, including but not limited to financial harm from purchasing third-party products/services or reputational damage from relying on third-party content.ADVERTISERS
Company allows third-party advertising and promotions to be displayed on the Platform. However, this does not constitute an endorsement of any advertised third-party products or services. Company does not warrant, guaranty or make representations about advertisements and is not liable for any related transactions between Users and Advertisers. Advertisers are solely responsible for content they upload, including compliance with applicable laws and possessing required rights to distribute said content. Advertisers represent possession of necessary intellectual property, publicity, and contractual authority to advertise on the Platform. Company merely facilitates advertising real estate on the Platform, which should not impart attribution or liability to Company. Users participate with third party advertisers at their own discretion. Any separate purchase, use or interactions between Users and third party Advertisers, including payment, delivery, guarantees, warranties or service fulfillment, occur directly between such Users and Advertisers without Company input or liability thereof.TERMINATION
These Terms remain in effect while User utilizes any component of the Platform. Company reserves the unilateral right to deny or revoke Platform access (including blocking IP addresses) and terminate User accounts without advance notice, for convenience, for extended non-use or for violations of these Terms, our policies or applicable laws and regulations. User is thereafter prohibited from re-registering under their name, alias or third party identity, with or without authorization. Beyond account termination, Company retains all legal and equitable remedies for Terms violations, including civil, criminal and injunctive penalties. Company has reasonable discretion to terminate without cause, upon issuing prorated refunds for any services denied as a result, if applicable. Company shall not be legally liable to User or any third parties for termination of User’s account or access to the Platform pursuant hereto.GOVERNING LAW
These Terms shall be governed and construed in accordance with the laws of St. Vincent and the Grenadines, without regard to its conflict of law provisions. Any legal suit, action or proceeding arising out of or related to these Terms or the Platform shall be instituted exclusively in the courts of St. Vincent and the Grenadines.DISCLAIMERS
THE PLATFORM AND ASSOCIATED SERVICES ARE PROVIDED 'AS IS' AND 'AS AVAILABLE' WITHOUT WARRANTIES OF ANY KIND. TO THE FULLEST EXTENT PERMITTED BY LAW, COMPANY DISCLAIMS ALL REPRESENTATIONS AND WARRANTIES, EXPRESS, IMPLIED OR STATUTORY, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, ACCURACY, SYSTEM INTEGRITY OR COMPLETENESS. COMPANY DOES NOT WARRANT THAT PLATFORM ACCESS WILL BE UNINTERRUPTED, SECURE OR ERROR-FREE, THAT DEFECTS WILL BE CORRECTED, OR THAT THE PLATFORM IS FREE OF VIRUSES, CONTAMINATION OR DESTRUCTIVE FEATURES. USER ASSUMES ALL RISKS FOR QUALITY, ACCURACY AND PERFORMANCE. JURISDICTIONAL LIMITATIONS MAY AFFECT ABOVE DISCLAIMERS SO THEY MAY NOT FULLY APPLY. USER KNOWINGLY AND VOLUNTARILY ASSUMES ALL RISKS FOR USING THE DECENTRALIZED PLATFORM. COMPANY HAS NO LIABILITY FOR USER ERRORS, NEGLIGENCE OR MISUSE OF PLATFORM AND ASSOCIATED SERVICES.NOTICE REGARDING TOKENS AND KEYS
The MemeFi Platform utilizes $MEMF fungible cryptographic tokens to facilitate purchases, deposits and withdrawals. $PWR is an accrual token received through gameplay that exists off-chain as an application parameter. Users can employ accrued $PWR for activities like Boss Raids and Clan Wars. MemeFi Game keys are unique digital tokens tied to in-game performance of players. Keys measure a player's success and interest of other players in their performance. $MEMF tokens and keys are intended for in-app use only. $PWR can only be used on Platform features. Neither tokens nor keys are intended as investments nor bear monetary value outside the game. Prices, valuations and exchange rates can fluctuate unpredictably without Company controls or guarantees. Users understand tokens and keys represent closed-loop digital points, not financial instruments. Any on-chain transfer or speculation brings unintended risks that Company does not endorse or bear responsibility for. Users assume all risks from trading, investment or other practices misconstruing the purpose of MemeFi tokens and keys. Responsible gaming practices are user obligations. By accessing Platform, User affirms this understanding per the EULA.INDEMNIFICATION
User agrees to defend, indemnify and hold harmless Company, its affiliates, employees, contractors, officers, directors, agents, partners and licensors from any third party claims, damages, liabilities, assessments, losses, costs and expenses, including reasonable attorneys’ fees, which arise out of or relate to:(1) User’s access and use of the Platform or Services;
(2) User’s breach of any of these Terms;
(3) User’s violation of any applicable laws, regulations, rights or Intellectual Property of a third party;
(4) any content, materials or information submitted by User; or
(5) any misrepresentation made by User.
Company reserves the right to exclusively defend and control any such indemnification matters at User’s expense. User agrees to cooperate and provide reasonable assistance in such defense. User shall reimburse Company for any funds expended covering legal obligations that are rightfully User’s. User’s indemnification obligations shall survive platform access termination. In case of any claim subject to indemnification, User shall not imply that Company consents to User’s legal representation. Settlement of claims requires Company’s express written consent.