Terms of Service

Last Updated: December 9, 2024

These Terms of Service form a binding agreement between you ("you" or "your") and MEMES.WIN ("MEMES", "we", "our", or "us"). These Terms outline your use of the MEMES Services offered through our platform or any other means.

By accessing or using the MEMES Platform and its associated services, you confirm that you have read, understood, and agreed to these Terms and any supplementary documents. You accept that you are legally obligated to adhere to these Terms as they are revised or updated periodically.

If you do not fully agree to these Terms, you must not access or use the MEMES Platform.

Risk Disclosure

Engaging with Digital Assets (including meme tokens) involves significant risks, including potential financial loss. The value of Digital Assets can fluctuate greatly. Please evaluate whether trading or holding Digital Assets is appropriate for your specific financial situation.

We strongly advise you to fully understand these risks before using the MEMES Platform and Services. Note that we do not serve as your broker, agent, or financial advisor, nor do we hold any fiduciary responsibility toward you. The information and services we provide should not be interpreted as investment advice of any kind.

You are solely responsible for assessing whether an investment or strategy is appropriate for your financial goals and risk tolerance. Conduct thorough research and seek guidance from a qualified financial advisor before making any investment decisions. MEMES is not liable for any losses arising from your trading or investment decisions.

1. Introduction

• 1.1. MEMES provides a platform to create and trade Digital Assets. We enable users to utilize our services for creating Digital Assets.
• 1.2. By accessing the MEMES Platform, you are entering a legally enforceable agreement with us. These Terms govern your use of our platform.
• 1.3. It is essential to read and understand these Terms along with any referenced documents. Contact us if anything is unclear.
• 1.4. By using the MEMES Platform, you agree to comply with any relevant supplementary terms applicable to your activities on the platform.

2. Eligibility

• 2.1.i. Reside in a location where accessing or using the MEMES Platform would violate applicable laws or force us, or any involved third party, to breach legal or regulatory requirements; or
• 2.1.ii. Be located in a jurisdiction listed on our Prohibited Countries List.
• 2.2. We reserve the right to modify our eligibility requirements at our sole discretion at any time. While we aim to notify you ahead of changes, immediate updates may be necessary under certain conditions, including:
  • a. Compliance with evolving legal or regulatory requirements;
  • b. Changes made to safeguard your interests; and/or
  • c. Other urgent and valid reasons where prior notice is not feasible.
  In cases where advance notice cannot be provided, we will inform you as soon as reasonably possible after making the change.

3. MEMES Platform

• 3.1. Access to and use of the MEMES Platform is entirely at our discretion. We may deny access or impose limitations at any time without providing a reason.
• 3.2. You are prohibited from posting, uploading, or sharing any content on the MEMES Platform that is offensive, false, defamatory, manipulative, or violates any applicable laws. Breaching this rule may result in termination or restriction of your access to the platform.
• 3.3. You must not share content violating these rules on external platforms or media in connection with Digital Assets created on the MEMES Platform. Doing so may also lead to account restrictions or termination.

4. Fees and Calculations

• 4.1. By using the MEMES Platform, you agree to pay all associated fees as displayed during your activity on the platform.
• 4.2. You grant us permission to deduct any applicable fees, commissions, charges, or other amounts you owe directly from the wallet linked to the MEMES Platform.
• 4.3. We retain the right to change our fees as per Clause 14.4 of these Terms.
• 4.4. All calculations made in connection with your activities on the MEMES Platform are considered final and binding unless a clear error is identified.

5. Records

We retain your personal data to facilitate your continued use of the MEMES Platform and to fulfill legal requirements such as tax compliance, accounting, and anti-money laundering obligations.

6. Accessing the MEMES Platform

• 6.1. To access the MEMES Platform, you need suitable equipment (like a smartphone or computer) and internet connectivity. Other access methods, including bots, may be allowed as determined by us.
• 6.2. Additional terms may apply to your access or use of the platform, which will be communicated to you as necessary.

7. Transactions

• 7.1. If you engage in any transaction with improper intent or one that involves an obvious error, MEMES is authorized (within the bounds of applicable law) to void or reverse such a transaction. We may take any other reasonable actions to address the situation without incurring liability, penalty, or obligation to you.
• 7.2. In accordance with these Terms or applicable legal requirements, we may need to share details about your activities on the MEMES Platform with third parties and other entities within the MEMES Group. You agree and acknowledge our right to disclose such information as necessary.

8. Submission of Instructions

• 8.1. You are responsible for ensuring that all instructions you provide are accurate and complete. We are not obligated to verify the validity or accuracy of your instructions and are not liable for processing duplicate or erroneous instructions. However, if we have concerns regarding the authenticity or correctness of an instruction, we reserve the right to delay, refuse, or seek further information about the instruction before proceeding.
• 8.2. Once submitted, instructions are final and cannot be revoked without our explicit written consent. An instruction is only considered received once it has been logged by our server, and our record of instructions will be binding and final for all purposes.
• 8.3. By submitting an instruction, you authorize us to initiate the transaction and process any related debits or credits from your wallet. If your wallet lacks sufficient assets to complete the transaction, including fees, we reserve the right to reject the transaction. It is your responsibility to ensure your wallet has adequate funds.
• 8.4. You understand that instructions and data transmitted via the platform or email may travel over public or unsecured networks. While we aim to protect your information, we cannot guarantee full security, and you accept the associated risks.

9. Transactions

• 9.1. We do not guarantee that actions you perform on the MEMES Platform will be completed successfully or within a specified timeframe.
• 9.2. You consent to allow us to retain transaction records as long as necessary to fulfill their intended purposes or as mandated by applicable laws.

10. Material Interests and Conflicts

• 10.1. You acknowledge that our relationship with you does not create fiduciary duties unless explicitly stated in these Terms. MEMES and its affiliates may act in multiple roles, potentially earning fees or commissions from various parties, including yourself. You agree to such arrangements.
• 10.2. We are not obligated to disclose or act on material information known to us or our affiliates that may be relevant to you. General market information obtained through platform activities may be used for business purposes.
• 10.3. We implement measures to identify and manage conflicts of interest to prevent negative impacts on users. However, we may refuse to act where conflicts cannot be managed effectively.

11. Transaction Limits

Your activities on the MEMES Platform may be subject to limits set at our discretion, which may change over time.

12. Security

• 12.1. You are responsible for protecting your devices and data from malicious software. You must back up all relevant data as we are not liable for losses resulting from your failure to do so.
• 12.2. You must maintain the security of all information used to access the MEMES Platform by:
  • a. Following our security protocols;
  • b. Avoiding remote access or sharing your screen while logged in;
  • c. Never sharing passwords or authentication codes with anyone, as we will never request them.
• 12.3. Protect access credentials from unauthorized access, and monitor account activity for suspicious behavior, notifying us immediately if detected.
• 12.4. If you suspect a security breach, promptly notify us, provide accurate updates, and follow our instructions to mitigate risks.
• 12.5. We may request information related to security breaches and share it with relevant parties to investigate or resolve issues.

13. Privacy

• 13.1. Our handling of personal data complies with our Privacy Notice, which is incorporated into these Terms. By using the MEMES Platform, you agree to the processing of your data as outlined in the Privacy Notice.
• 13.2. You confirm that you have read and understood our Privacy Notice and agree to review updated versions promptly when provided.

14. Amending the Terms

• 14.1. We may update these Terms or related terms at any time. Your continued use of the MEMES Platform implies acceptance of the changes, which will be posted on our website and may be communicated through other means.
• 14.2. We will generally notify you before changes take effect, but immediate updates may be implemented for legal or regulatory reasons or to clarify terms.
• 14.3. If you disagree with the changes, discontinue using the platform. Continued use constitutes acceptance of the revised Terms.
• 14.4. Fee adjustments, including new fees, may occur. Continued use after changes implies acceptance.

15. Termination, Suspensions, Restrictions

• 15.1. We may modify or discontinue the MEMES Platform or restrict your access at any time for various reasons, including legal, financial, or security concerns, or violations of these Terms.
• 15.2. Our decisions regarding platform access may be based on confidential risk management protocols and are not subject to disclosure.
• 15.3. If your access is restricted, ongoing instructions or transactions may be completed or terminated depending on the circumstances.
• 15.4. If we suspect your wallet contains unlawfully held assets, we may terminate your platform use but will not mediate disputes regarding such assets.

16. MEMES Intellectual Property

All intellectual property associated with MEMES, including but not limited to proprietary materials, trademarks, and platform elements ("MEMES IP"), remains the sole property of the MEMES platform.

17. Licence for MEMES IP

We grant you a limited, non-exclusive license to use the MEMES IP, excluding trademarks, for the duration of these Terms or until your access to the MEMES Platform is suspended or terminated. This license is solely for your personal, non-commercial use, as outlined in these Terms.

18. Licence for User Intellectual Property

• 18.1. You grant us a perpetual, irrevocable, royalty-free, worldwide, and non-exclusive license to use your User Intellectual Property (User IP) as follows:
  • a. When it is integrated into or necessary for any Created IP; and
  • b. When required to facilitate your use of the MEMES Platform.
• 18.2. This license allows us to sublicense the User IP to third parties, enabling us and our affiliates to deliver services on the MEMES Platform.

19. Created Intellectual Property

• 19.1. Any intellectual property created on the MEMES Platform ("Created IP") will automatically become our property upon creation.
• 19.2. You agree to assign to us all current and future rights to the Created IP, including ensuring any agents or representatives also make such assignments.
• 19.3. At our request, you must execute any necessary documents or take actions to formalize the assignment of Created IP to us.

20. General

• 20.1. We are not responsible for User Material provided by you or third parties on the MEMES Platform. Your use of such material is at your own risk, and we provide no warranties.
• 20.2. We reserve the right to remove, modify, or reject any content you post on the MEMES Platform. We may also take actions such as issuing warnings, removing material, suspending your access, or seeking damages.
• 20.3. You agree that we may record communications with you for purposes such as compliance, customer service, or service improvement.

21. Prohibited Use

• 21.1. You agree not to:
  • a. Breach these Terms or any related agreements;
  • b. Violate our Prohibited Use Policy;
  • c. Use the MEMES Platform for unauthorized commercial purposes;
  • d. Engage in fraudulent activities or market manipulation;
  • e. Provide false or misleading information;
  • f. Use unauthorized bots, crawlers, or scripts to interact with the Platform;
  • g. Violate intellectual property rights or laws applicable to the Platform;
  • h. Access the Platform from prohibited jurisdictions or high-risk areas as specified by us.

22. Representations and Warranties

• 22.1. You represent and warrant the following:
  • a. Your decisions related to these Terms are made independently, based on your own judgment and evaluation of financial risks;
  • b. You have the legal authority and capacity to use the MEMES Platform and comply with these Terms;
  • c. All necessary consents, permissions, and authorizations for your use of the MEMES Platform have been obtained and remain valid;
  • d. You own or have the necessary rights to any intellectual property you upload to the MEMES Platform;
  • e. These Terms constitute binding and enforceable obligations;
  • f. If you are an entity, you are properly registered and authorized to conduct your activities;
  • g. Your actions on the MEMES Platform will not breach any applicable laws or agreements.

23. Technology Disclaimers

• 23.1. The MEMES Platform is offered "as is" and "as available" without guarantees or warranties of any kind, express or implied, to the fullest extent permitted by applicable laws. This includes, but is not limited to, implied warranties of title, merchantability, fitness for a specific purpose, or non-infringement. We do not guarantee uninterrupted, timely, or error-free access to the MEMES Platform or its materials, and periods of unavailability or delays may occur.
• 23.2. From time to time, we may suspend access to the MEMES Platform for scheduled or emergency maintenance. While we strive to process transactions in a timely manner, we cannot guarantee completion times as many factors influencing this are outside our control.
• 23.3. Although we make efforts to update content on the MEMES Platform, we do not guarantee the accuracy, completeness, or timeliness of the information provided.
• 23.4. Links to external third-party websites may be provided for convenience, but we do not control or take responsibility for the content, materials, or services offered on these external sites.
• 23.5. You are responsible for obtaining the necessary internet and hardware access to use the MEMES Platform. We do not guarantee compatibility with specific devices and are not liable for internet-related issues, malfunctions, or delays in accessing the MEMES Platform.

24. Indemnity

• 24.1. You agree to indemnify and hold us harmless from any claims, liabilities, losses, damages, or expenses (including legal fees) arising from:
  • a. Your use of or access to the MEMES Platform;
  • b. Your violation of these Terms;
  • c. Any breach of applicable laws; and
  • d. Your infringement of any third-party rights, including intellectual property rights.
• 24.2. You release us from any claims or demands arising from disputes with other users or third parties related to your use of the MEMES Platform.

25. Liability

• 25.1. We are not liable for any loss or damages except those directly caused by our intentional misconduct or fraud.
• 25.2. In any case, our total liability will not exceed the amount of fees paid by you for the transaction associated with the claim.
• 25.3. You acknowledge that damages are an adequate remedy and that you are not entitled to other remedies such as injunctions or specific performance.
• 25.4. We are not responsible for:
  • a. Losses related to operational issues, including delays, maintenance, or interruptions;
  • b. Losses resulting from user actions, third-party activities, or hardware/software failures;
  • c. Losses from data inaccuracies, digital asset price errors, or service interruptions;
  • d. Termination or restriction of access to the MEMES Platform;
  • e. Delays or failures in transactions;
  • f. Security breaches involving your wallet, devices, or access credentials;
  • g. Losses due to third-party fraud, scams, or unauthorized activities;
  • h. Losses caused by technical failures, malware, or phishing attacks;
  • i. Losses linked to ICOs, new digital asset offerings, or third-party protocols.
• 25.5. We advise regular use of reputable antivirus and security software to safeguard against malware and phishing attempts. You are responsible for keeping access credentials secure.

26. Governing Law

Unless required otherwise by applicable law, these Terms, including the arbitration agreement, shall be governed and interpreted in accordance with the laws of England.

27. Dispute Resolution

• 27.1. If you encounter any issues with the MEMES Platform, please reach out to us first. We aim to resolve disputes informally through good faith negotiations over a period of one month. These discussions will remain confidential and protected under settlement privilege.
• 27.2. If we cannot resolve the dispute, you must provide a "Notice of Claim" detailing the nature and basis of the dispute, the specific remedy sought, and your Wallet reference. Submit the Notice to Customer Support before initiating arbitration.
• 27.3. Submitting a Notice of Claim and attempting informal resolution are prerequisites to initiating arbitration or other legal proceedings.
• 27.4. Settlement amounts offered by either party during arbitration will not be disclosed to the arbitrator.
• 27.5. Unless required otherwise by applicable law, disputes will be resolved through final and binding individual arbitration administered by the London Court of International Arbitration (LCIA) under its rules.
• 27.6. The arbitration will take place in London.
• 27.7. A sole arbitrator will be appointed as per LCIA rules.
• 27.8. The arbitration language will be English.
• 27.9. The arbitrator will have the authority to decide on the jurisdiction and arbitrability of any claims.
• 27.10. Arbitration provisions will survive the termination of these Terms.
• 27.11. Arbitration must be initiated within one year of the date on which the act or omission giving rise to the dispute occurred. Claims submitted after this period will not be considered unless a shorter period is required by applicable law.
• 27.12. Arbitration proceedings and related information will remain confidential unless required otherwise by law or mutual agreement.

28. Class Action Waiver

All claims must be brought individually and not as part of a class or collective action. You waive your right to participate in any class or representative action to the fullest extent permitted by applicable law.

29. Contact

• 29.1. For questions, feedback, or complaints, contact us via our Support team at https://x.com/memesdotwin.
• 29.2. We will communicate with you through the contact details you provide or via social media platforms like X (formerly known as Twitter).

30. General Terms

• 30.1. You must comply with all applicable laws, licensing requirements, and third-party rights, including those related to data privacy and anti-money laundering.
• 30.2. Notices from us may be sent electronically and are deemed received whether or not a delivery failure notice is received. You must send notices to us as directed.
• 30.3. All official announcements will be made on MEMES’ official X account. It is your responsibility to stay informed about updates affecting the Platform or your Digital Assets.
• 30.4. These Terms constitute the entire agreement between you and MEMES, and no reliance should be placed on statements not explicitly included in these Terms.
• 30.5. You cannot transfer your rights or obligations under these Terms without our prior written approval. MEMES may transfer its rights or obligations to others at any time.
• 30.6. If any part of these Terms is deemed illegal or unenforceable, the remaining provisions will remain in full effect.
• 30.7. We may record communications with you for compliance, support, or dispute resolution purposes.
• 30.8. Translations of these Terms are for convenience only. In case of inconsistency, the English version prevails.
• 30.9. Except for MEMES Affiliates, no third party may benefit from or enforce any part of these Terms.
• 30.10. Provisions extending beyond the expiration or termination of these Terms will continue to be enforceable.
• 30.11. MEMES is not acting as your agent and these Terms do not create any form of partnership or joint venture.
• 30.12. We are not liable for delays or failures caused by events outside our control (Force Majeure).
• 30.13. Failure to enforce any right or remedy does not constitute a waiver of those rights or remedies.
• 30.14. We may set off any amounts you owe us against any amounts we owe you.
• 30.15. If you receive information about another user, you must keep it confidential and use it only in connection with the MEMES Platform.
• 30.16. MEMES may disclose breaches of these Terms to protect other users where legally permissible.
• 30.17. You are responsible for understanding and fulfilling your tax obligations related to your use of the MEMES Platform.

31. Wallets

• 31.1. The Wallet services available through MEMES are provided by Metamask and Uniswap, an external wallet service provider.
• 31.2. MEMES and its affiliates are not responsible for the operation, features, or performance of the Wallet. We are not liable for any losses or damages resulting from your use of the Wallet.

32. Definitions and Interpretation

• 32.1. Clause headings and numbering are for reference only and do not affect the interpretation of these Terms.
• 32.2. Terms such as "include" or "including" should be understood as "including without limitation."
• 32.3. Obligations to do or not do something include an obligation not to permit that action.
• 32.4. Singular terms include the plural and vice versa, and words referring to one gender include all genders.
• 32.5. References to documents include those amended, varied, or updated, unless such changes breach these Terms.
• 32.6. In case of inconsistency between documents, the following order of precedence applies:
  • (1) Privacy Notice;
  • (2) These Terms.
• 32.7. Defined terms used within these Terms include:
  • "Activity History": The record of your activity and transactions on the MEMES Platform.
  • "Applicable Law": All relevant legal and regulatory requirements applicable to the MEMES Platform or its use.
  • "Backed Digital Assets": Digital assets tied in value to other assets such as fiat currency or commodities.
  • "Claim": Any legal or non-legal dispute related to these Terms or your relationship with MEMES.
  • "Control": The ability to direct or influence the operations of another entity through ownership or other means.
  • "Created IP": Intellectual property developed under these Terms, excluding pre-existing User IP.
  • "Digital Assets": Cryptocurrencies, tokens, or other representations of value that use blockchain or similar technology.
  • "Force Majeure Event": Events beyond reasonable control, such as natural disasters, government regulations, or technical failures, which impact services.
  • "Improper Intent": Actions determined to involve manipulation, abuse, or unfair practices on the MEMES Platform.
  • "Instruction": Requests or orders you submit to the MEMES Platform to execute transactions.
  • "Intellectual Property Rights": Rights related to inventions, designs, trade secrets, and other creations.
  • "List of Prohibited Countries": High-risk jurisdictions, including but not limited to Cuba, Iran, North Korea, and others as specified.
  • "Losses": Defined in Clause 24.1, including damages, penalties, and costs incurred.
  • "Manifest Error": Errors or omissions that are evident or apparent, affecting transactions or data.
  • "Network Event": Incidents affecting blockchain operations beyond MEMES' control, such as double-spending attacks.
  • "Privacy Notice": The privacy policy available at https://memes.win.
  • "MEMES Affiliates": Entities affiliated with or involved in the MEMES Platform's operations.
  • "MEMES IP": Intellectual property rights owned or licensed by MEMES.
  • "MEMES Platform": The digital platform provided by MEMES or its affiliates.
  • "Regulatory Authority": Governmental or regulatory bodies overseeing the use of the MEMES Platform.
  • "Security Breach": Incidents compromising the security of user or MEMES data, including cyberattacks.
  • "Sites": MEMES' website and related online properties.
  • "Terms": These Terms of Use, including any referenced documents.
  • "Trade Marks": Logos, marks, or other brand identifiers used by MEMES.
  • "Transaction": The creation, purchase, or sale of digital assets on the MEMES Platform.
  • "User IP": Intellectual property owned or licensed by you, excluding MEMES IP.
  • "User Materials": Content you or others upload to the MEMES Platform, excluding digital assets.
  • "Wallet": A digital wallet used to manage assets on the MEMES Platform.
  • "Website"means the website located at www.memes.win