Memo Terms of Service

Last Updated: November 2, 2020

The Memo User Agreement ("User Agreement") comprises these Terms of Service, our Privacy Policy, and all incorporated policies.

These Terms of Service ("Terms") govern your access to and use of services owned and operated by Memo Technology, Inc. ("Memo", "we", "us", or "our"), including our various websites, APIs, applications, commerce services, and any other covered services (collectively, the "Services"), and any information, text, links, graphics, photos, audio, videos, or other materials or arrangements of materials uploaded, downloaded or appearing on the Services (collectively referred to as "Content"). By using the Services you agree to be bound by these terms.

1. Who May Use the Services

You may use the Services only if you agree to form a binding contract with Memo and are not a person barred from receiving services under the laws of the applicable jurisdiction. In any case, you must be at least 18 years old to use the Services. If you are accepting these Terms and using the Services on behalf of a company, organization, government, or other legal entity, you represent and warrant that you are authorized to do so and have the authority to bind such entity to these Terms, in which case the words "you" and "your" as used in the Terms shall refer to such entity.

1.1 Restrictions

You may not use the Services if you are resident or located in any jurisdiction where your participation and access to the Services would be in conflict with any applicable law or any other rules ("Prohibited Jurisdictions"), including those relating to Bitcoin, Bitcoin Cash, Bitcoin SV, SLP Tokens, or any other virtual currency or tokens (collectively, "Digital Currency"). You agree that any funds deposited in your account do not originate from any illegal actions or sources as defined in your jurisdiction. You also understand that by using the Services, you run the risk of losing any deposited funds in the event the Services are compromised. Your access to the Services is on your own initiative and you are responsible for your compliance with local laws if and to the extent local laws are applicable. We make no representation that the Services are appropriate, available, or allowed in your jurisdiction.

Prohibited Jurisdictions include, but are not limited to: Algeria, Bangladesh, Bolivia, Cambodia, Canada, China, Colombia, Ecuador, Egypt, France, Indonesia, Iran, Jordan, Morocco, Nepal, Pakistan, Russia, Saudi Arabia, Taiwan, and Vietnam.

2. Privacy

Our Privacy Policy and describes how we handle the information you provide to us when you use our Services. You understand that through your use of the Services you consent to the collection and use (as set forth in the Privacy Policy) of this information, including the transfer of this information to the United States and/or other countries for storage, processing and use by Memo and its affiliates.

3. Content on the Services

You are responsible for your use of the Services and for any Content you provide, including compliance with applicable laws, rules, and regulations. You should only provide Content that you are comfortable sharing with others.

Any use or reliance on any Content or materials posted via the Services or obtained by you through the Services is at your own risk. We do not endorse, support, represent or guarantee the completeness, truthfulness, accuracy, or reliability of any Content or communications posted via the Services or endorse any opinions expressed via the Services. You understand that by using the Services, you may be exposed to Content that might be offensive, harmful, inaccurate or otherwise inappropriate, or in some cases, postings that have been mislabeled or are otherwise deceptive. All Content is at the sole responsibility of the person who originated such Content. We may not monitor or control the Content posted via the Services and, we cannot take responsibility for such Content.

We reserve the right to remove Content that violates the User Agreement, including for example, copyright or trademark violations or other intellectual property misappropriation, impersonation, unlawful conduct, or harassment.

To report or appeal copyright violations, please contact us at: [email protected].

3.1 Your Rights and Grant of Rights in the Content

You retain rights to any Content you submit using the Services. By submitting Content through the Services you grant us a global royalty-free license, including right to sublicense, to use, copy, or reproduce. Content may be used for any purpose, including advertising and improving the Services. Any use of your Content is without compensation to you. Use of the Services is considered sufficient compensation.

Rules governing content may change at any time and without notice. Your Content may be modified in any way and for any reason. You represent that you have all rights or authority necessary for any Content that you submit on the Services. You agree that Content you submit will not contain Copyright material unless you have necessary permission or are legally entitled to post the material and to grant Memo the license described above.

4. Using the Services

By using the Services you agree to these Terms. You may use the Services only in compliance with these Terms and all applicable laws, rules and regulations.

We are constantly changing our Services. As such, features may be removed at any time. We may remove or limit use of features at any time. Your Content may be removed at any time. We may suspend or terminate your account at any time and without liability to you.

You agree to not misuse our Services, for example, by interfering with them or accessing them using a method other than the interface and the instructions that we provide. You may not do any of the following while accessing or using the Services: (i) access, tamper with, or use non-public areas of the Services, Memo's computer systems, or the technical delivery systems of Memo's providers; (ii) probe, scan, or test the vulnerability of any system or network or breach or circumvent any security or authentication measures; (iii) access or search or attempt to access or search the Services by any means (automated or otherwise) other than through our currently available, published interfaces that are provided by Memo (and only pursuant to the applicable terms and conditions), unless you have been specifically allowed to do so in a separate agreement with Memo (NOTE: crawling the Services is permissible if done in accordance with the provision of the robot.txt file, however, scraping the Services without the prior consent of Memo is expressly prohibited); (iv) forge any TCP/IP packet header or any part of the header information in any email or posting, or in any way use the Services to send ahead, deceptive or false source-identifying information; or (v) interfere with, or disrupt, (or attempt to do so), the access of any user, host or network, including, without limitation, sending a virus, overloading, flooding, spamming, mail-bombing the Services, or by scripting the creation of Content in such a manner as to interfere with or create an undue burden on the Services. We also reserve the right to access, read, preserve, and disclose any information as we reasonably believe is necessary to (i) satisfy any applicable law, regulation, legal process or government request, (ii) enforce the Terms, including investigation of potential violations hereof, (iii) detect, prevent, or otherwise address fraud, security or technical issues, (iv) respond to user support requests, or (v) protect the rights, property or safety of Memo, its users and the public. Memo does not disclose personally-identifying information to third parties except in according with our Privacy Policy.

4.1 Your Account

You may need to create an account to use some of our Services. You are responsible for safeguarding your account, so use a strong password and limit use to your account. When creating an account a private key and/or mnemonic phrase ("Private Key") may be generated for you. You are responsible for exporting your Private Key and creating a backup copy ("Backup Key"). Use the Key Export Feature to export your Private Key and create a Backup Key that is safely stored. Do not send Digital Currency to your account until you have created and safely stored your Backup Key. Your account and Private Key may be deleted at any time for any reason and your Backup Key may become your only way to access your Digital Currency. We cannot and will not be liable for any loss or damage arising from your failure to comply with the above.

You understand that even if Memo uses strong security measures there is always a risk that your Private Key may be accessed, decrypted, deleted, or used, whether accidentally, maliciously, or otherwise in a compromising event (together a "Security Breach"), and that such a Security Breach may lead to total loss of your Digital Currency. You acknowledge that Memo does not have custody of your funds or take any responsibility for loss of your funds due to a Security Breach or any other reason. Further, you acknowledge that any Digital Currency associated with your account is not insured, whether by Memo, or any government, or other agency. We cannot and will not be liable for any loss or damage of your Private Key or Digital Currency for any reason.

You can control most communications from the Services. We may need to provide you with certain communications, such as service announcements and administrative messages. These communications are considered part of the Services and your account, and you may not be able to opt-out from receiving them.

4.2 Your License to Use the Services

Memo gives you a personal, worldwide, royalty-free, non-assignable and non-exclusive license to use the software provided to you as part of the Services. This license has the sole purpose of enabling you to use and enjoy the benefit of the Services as provided by Memo, in the manner permitted by these Terms.

The Services are protected by copyright, trademark, and other laws of both the United States and other countries. Nothing in the Terms gives you a right to use the Memo name or any of the Memo trademarks, logos, domain names, other distinctive brand features, and other proprietary rights. All right, title, and interest in and to the Services (excluding Content provided by users) are and will remain the exclusive property of Memo. Any feedback or suggestions you provide regarding Memo or the Services are entirely voluntary, and we are free to use such feedback as we see fit without any obligation to you.

4.3 Ending these Terms

You may end your legal agreement with Memo at any time by deleting your account and discontinuing use of the Services.

We may suspend or terminate your account or cease providing you with all or part of the Services at any time for any or no reason, including, but not limited to: (i) you have violated these Terms; (ii) you create risk or possible legal exposure for us; (iii) your account should be removed due to unlawful conduct; (iv) your account should be removed due to prolonged inactivity; or (v) our provision of the Services to you is no longer commercially viable. In all such cases the Terms shall terminate, including, without limitation, your license to use the Services.

5. Disclaimers and Limitations of Liability

5.1 The Services are Available "AS-IS"

Your access to and use of the Services or any Content are at your own risk. You understand and agree that the Services are provided to you on an "AS IS" and "AS AVAILABLE" basis. The "Memo Entities" refers to Memo, its affiliates, officers, directors, employees, agents, representatives, partners and licensors. Without limiting the foregoing, to the maximum extent permitted under applicable law, THE MEMO ENTITIES DISCLAIM ALL WARRANTIES AND CONDITIONS, WHETHER EXPRESS OR IMPLIED, OR MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGMENT. Memo entities make no warranty or representation and disclaim all responsibility and liability for: (i) completeness, accuracy, availability, timeliness, security, or reliability of the Services or Content; (ii) any harm to your computer system, loss of data, or other harm that results from your access to or use of the Services or any Content; (iii) the deletion, or failure to store or transmit, any Content and other communications maintained by the Services; and (iv) whether the Services will meet your requirements or be available on an uninterrupted, secure, or error-free basis. No advice or information, whether oral or written, obtained from Memo entities, or through the Services, will create any warranty or representation not expressly made herein.

5.2 Acknowledgement of Risk

You acknowledge that there is always a risk of a Security Breach that leads to access of your Private Key and/or loss of your Digital Currency, and in such an event the Memo Entites disclaim all responsiblity and liability, even if caused by negligence by Memo Entities or any other cause. THE MEMO ENTITIES DO NOT PROVIDE INSURANCE OR WARRANTY AND YOU WILL NOT BE RECOMPENSATED FOR LOST DIGITAL CURRENCY FOR ANY REASON INCLUDING BUT NOT LIMITED TO THE REASONS STATED ABOVE.

5.3 Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE MEMO ENTITIES SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR ANY LOSS OF PROFITS OR REVENUES, WHETHER INCURRED DIRECTLY OR INDIRECTLY, OR ANY LOSS OF DATA, USE, GOODWILL, OR OTHER INTANGIBLE LOSSES, RESULTING FROM: (I) YOUR ACCESS TO OR USE OF OR INABILITY TO ACCESS OR USE THE SERVICES; (II) ANY CONDUCT OR CONTENT OF ANY THIRD PARTY ON THE SERVICES, INCLUDING WITHOUT LIMITATION, ANY DEFAMATORY, OFFENSIVE OR ILLEGAL CONDUCT OF OTHER USERS OR THIRD PARTIES; (III) ANY CONTENT OBTAINED FROM THE SERVICES; OR (IV) UNAUTHORIZED ACCESS, USE OR ALTERATION OF YOUR TRANSMISSIONS OR CONTENT. IN NO EVENT SHALL THE AGGREGATE LIABILITY OF THE MEMO ENTITIES EXCEED THE GREATER OF ONE HUNDRED U.S DOLLARS (U.S. $100.00) OR THE AMOUNT YOU PAID MEMO, IF ANY, IN THE PAST SIX MONTHS FOR THE SERVICES GIVING RISE TO THE CLAIM. THE LIMITATIONS OF THIS SUBSECTION SHALL APPLY TO ANY THEORY OF LIABILITY WHETHER BASED ON WARRANTY, CONTRACT, STATUTE, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, AND WHETHER OR NOT THE MEMO ENTITIES HAVE BEEN INFORMED OF THE POSSIBILITY OF ANY SUCH DAMAGE, AND EVEN IF A REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE.

6. General

These Terms may be revised at any time. The most current version of the Terms will always govern our relationship with you. By continuing to use the Services after a revision, you agree to be bound by any revised Terms.

The laws of the State of California will govern these Terms and any dispute that arises between you and Memo. All disputes related to these Terms or the Services will be brought solely in the federal or state courts located in Ventura County, California, United States, and you consent to personal jurisdiction and waive any objection as to inconvenient forum.

In the event that any provision of these Terms is held to be invalid or unenforceable, then that provision will be limited or eliminated to the minimum extent necessary, and the remaining provisions of these Terms will remain in full force and effect. Memo's failure to enforce any right or provision of these Terms will not be deemed a waiver of such right or provision.

These Terms are an agreement between you and Memo Technology, Inc.. If you have any questions about these Terms please contact us.