ME Foundation

Website Terms

Last Updated: November 27, 2024

Please read these ME Foundation Website Terms (the “Terms”) carefully because they govern your use of the website and interface located at https://mefoundation.com/ (the “Site”), powering the onchain economy, offered by ME Foundation (“ME Foundation“). To make these Terms easier to read, the Site, interface and any related services are collectively called the “Services.”

NOTICE ON PROHIBITED USE AND RESTRICTED PERSONS

THE SERVICES ARE NOT OFFERED TO AND MAY NOT BE USED BY: PERSONS OR ENTITIES WHO RESIDE IN, ARE CITIZENS OF, ARE LOCATED IN, ARE INCORPORATED IN, OR HAVE A REGISTERED OFFICE IN ANY RESTRICTED TERRITORY, AS DEFINED BELOW (EACH SUCH PERSON OR ENTITY FROM A RESTRICTED TERRITORY, A “RESTRICTED PERSON”).

BY USING THE SERVICES, YOU REPRESENT THAT YOU ARE NOT A RESTRICTED PERSON AND ARE NOT A PERSON OR ENTITY WHO IS RESIDENT IN, A CITIZEN OF, IS LOCATED IN, IS INCORPORATED IN, OR HAS A REGISTERED OFFICE IN ANY RESTRICTED TERRITORY, AS DEFINED BELOW.

ADDITIONALLY, IF YOU RESIDE IN THE UNITED STATES, YOU ARE NOT ALLOWED TO USE CERTAIN FEATURES OR FUNCTIONS OF THE SERVICES, INCLUDING WITHOUT LIMITATION AIRDROPS, QUESTS, WITHDRAWALS, AND SWAPPING, AS FURTHER DESCRIBED IN SECTION 4(b).

IMPORTANT NOTICE REGARDING ARBITRATION FOR U.S. CUSTOMERS: WHEN YOU AGREE TO THESE TERMS YOU ARE AGREEING (WITH LIMITED EXCEPTION) TO RESOLVE ANY DISPUTE BETWEEN YOU AND ME FOUNDATION THROUGH BINDING, INDIVIDUAL ARBITRATION RATHER THAN IN COURT. PLEASE REVIEW CAREFULLY SECTION 15 (DISPUTE RESOLUTION) BELOW FOR DETAILS REGARDING ARBITRATION. HOWEVER, IF YOU ARE A RESIDENT OF A JURISDICTION WHERE APPLICABLE LAW PROHIBITS ARBITRATION OF DISPUTES, THE AGREEMENT TO ARBITRATE IN SECTION 15 WILL NOT APPLY TO YOU BUT THE PROVISIONS OF SECTION 14 (GOVERNING LAW AND FORUM CHOICE) WILL APPLY INSTEAD.

  1. Agreement to Terms. By using our Services, you agree to be bound by these Terms. If you do not agree to be bound by these Terms, you are not authorized to use the Services.
  2. Eligibility. The Services are only offered to users in certain jurisdictions who can use the Services as permitted under applicable law. You certify that you will comply with all applicable laws, rules, and regulations when using the Services. Without limiting the foregoing, by using the, you represent and warrant that:
    1. You are at least 18 years old and capable of forming a binding contract;
    2. You have a Digital Wallet (as defined below);
    3. You are not a resident, national, or agent of the United States of America, Cuba, Iran, North Korea, Syria, Belarus, Russia, and the Crimea, Luhansk, Donetsk, Zaporizhzhia, and Kherson regions of Ukraine, or any other country or jurisdiction to which the United States embargoes goods or imposes similar sanctions (collectively, “Restricted Territories”);
    4. You are not a member of any sanctions list or equivalent established by the British Virgin Islands, the United Kingdom, United States, the United Nations Security Council, or the European Union (collectively, “Restricted Persons”) and you do not intend to transact with any Restricted Person; and
    5. You do not, and will not, use VPN software or any other privacy or anonymization tools or techniques to circumvent, or attempt to circumvent, any restrictions that apply to the Services.
  3. Changes to these Terms or the Services. We may update the Terms from time to time in our sole discretion. If we do, we will let you know by posting the updated Terms on the Site and/or may also send other communications. It is important that you review the Terms whenever we update them or you use the Services. If you continue to use the Services after we have posted updated Terms, it means that you accept and agree to the changes. If you do not agree to be bound by the changes, you may not use the Services anymore. Because our Services are evolving over time, we may change or discontinue all or any part of the Services, at any time, and without notice, at our sole discretion.
  4. About the Services.
    1. General Services. The Services may allow you to vote on certain community actions, submit proposals for community actions or otherwise participate in other collective decisions (such process, “Community Governance.”) Further, the Services may allow you lock up (“Stake”) certain digital assets or tokens for a set period (“Lockup Period”). You acknowledge and agree that any digital assets or tokens which you have Staked may not be available for you to unlock or withdraw during the applicable Lockup Period.
    2. Restricted Services. The Services may allow you to participate in and initiate certain transactions of digital assets, including without limitation withdrawing (“Withdrawals”) tokens or other assets to a Digital Wallet (as defined in Section 4(d) below) or exchanging one type of digital asset or token for another (“Swapping”).
      1. Airdrops. In connection with your access or use of the Services, you may be offered the opportunity to participate in an airdrop in which you may be able to claim $ME Tokens to be transferred to your Magic Eden Wallet (each such claim and transmission, an “Airdrop.”)
      2. Quests. The Services may enable you to access in certain interactive tasks made available by third parties (each, a “Quest”). By completing Quests, you may be offered rewards or other benefits, as communicated to you through the Services in connection with each such Quest. You agree and acknowledge that your participation in any Quest may be subject to third party terms and you agree to comply with all such terms. You further acknowledge that a third-party, not ME Foundation, is responsible for any distribution of rewards or other benefits to you.
    3. Additional Requirements for Users in the United States. Without limiting the foregoing Section 4(a) and Section 4(b), you acknowledge and agree that if you are a resident of the United States, you may not access or use certain features or functions of the Services, including without limitation Withdrawals, Swapping, Airdrops, or Quests. However, you may participate in Staking, Community Governance and any other feature we may make available to you from time to time, in our discretion.
    4. Digital Wallet. To participate in the Services, you will need to connect a Magic Eden digital wallet or other supported digital cryptocurrency wallets to the Services (your “Digital Wallet”).
    5. DISCLAIMER. YOU BEAR FULL RESPONSIBILITY FOR VERIFYING THE LEGITIMACY AND AUTHENTICITY OF REWARDS, INCLUDING DIGITAL ASSETS, YOU RECEIVE THROUGH THE SERVICES. NOTWITHSTANDING INDICATORS AND MESSAGES THAT SUGGEST VERIFICATION, ME FOUNDATION MAKES NO CLAIMS ABOUT THE LEGITIMACY OR AUTHENTICITY OF REWARDS YOU RECEIVE IN CONNECTION WITH YOUR ACCESS AND USE OF THE SITE OR SERVICES.
    6. Transactions Are Conducted on the Blockchain. ME Foundation does not take custody or possession of any digital assets, nor does it act as an agent or custodian for any user of the Services. If you elect to buy any digital asset, any transactions that you engage in will be conducted solely through the blockchain network governing the digital asset. You will be required to make or receive payments exclusively through the Digital Wallet that you have connected to the Services. We will have no insight into or control over these payments, nor do we have the ability to reverse any payments or 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 that you engage in via the Services.
    7. Fees. You agree to pay any applicable fees, including Gas Fees and hosting fees, in connection with transactions on the Services. “Gas Fees” mean the fees that fund the network of computers that run the decentralized blockchain network, meaning that you will need to pay a Gas Fee for each transaction that occurs via the blockchain network.
    8. Taxes. You are solely responsible for all costs incurred by you in using the Services, and for determining, collecting, reporting, and paying all applicable Taxes that you may be required by law to collect and remit to any governmental or regulatory agencies. As used herein, “Taxes” means the taxes, duties, levies, tariffs, and other charges imposed by any federal, state, multinational or local governmental or regulatory authority. You are solely responsible for maintaining all relevant Tax records and complying with any reporting requirements you may have as related to our Services. You are further solely responsible for independently maintaining the accuracy of any record submitted to any tax authority including any information derived from the Services. We reserve the right to report any activity occurring using the Services to relevant tax authorities as required under applicable law.
    9. Suspension or Termination. We may suspend or terminate your access to the Services at any time in connection with any transaction as required by applicable law, any governmental authority, or if we, in our sole and reasonable discretion, determine you are violating these Terms or the terms of any third-party service provider. Such suspension or termination shall not constitute a breach of these Terms by ME Foundation. In accordance with its anti-money laundering, anti-terrorism, anti-fraud, and other compliance policies and practices, ME Foundation may impose reasonable limitations and controls on the ability of you or any beneficiary to utilize the Services. Such limitations may include, where good cause exists, rejecting transaction requests, freezing funds, or otherwise restricting you from using the Services.
  5. Feedback. We appreciate feedback, comments, ideas, proposals and suggestions for improvements to the Services (“Feedback”). If you choose to submit Feedback, you agree that we are free to use it without any restriction or compensation to you.
  6. Your Content.
    1. Posting Content. Our Services may allow you to store or share content such as text (in posts or communications with others), files, documents, graphics, images, music, software, audio and video. Anything (other than Feedback) that you post or otherwise make available through the Services is referred to as “User Content”. ME Foundation does not claim any ownership rights in any User Content and nothing in these Terms will be deemed to restrict any rights that you may have to your User Content.
    2. Permissions to Your User Content. By making any User Content available through the Services you hereby grant to ME Foundation a non-exclusive, transferable, worldwide, royalty-free license, with the right to sublicense, to use, copy, modify, create derivative works based upon, distribute, publicly display, and publicly perform your User Content in connection with operating and providing the Services.
    3. Your Responsibility for User Content. You are solely responsible for all your User Content. You represent and warrant that you have (and will have) all rights that are necessary to grant us the license rights in your User Content under these Terms. You represent and warrant that neither your User Content, nor your use and provision of your User Content to be made available through the Services, nor any use of your User Content by ME Foundation on or through the Services will infringe, misappropriate or violate a third party’s intellectual property rights, or rights of publicity or privacy, or result in the violation of any applicable law or regulation.
    4. Removal of User Content. You can remove your User Content by specifically deleting it. You should know that in certain instances, some of your User Content (such as posts or comments you make) may not be completely removed and copies of your User Content may continue to exist on the Services. To the maximum extent permitted by law, we are not responsible or liable for the removal or deletion of (or the failure to remove or delete) any of your User Content.
    5. ME Foundation’s Intellectual Property. We may make available through the Services content that is subject to intellectual property rights. We or our licensors, or the third parties who otherwise own the intellectual property rights, retain all rights to that content.
  7. General Prohibitions and ME Foundation’s Enforcement Rights. You agree not to do any of the following:
    1. Post, upload, publish, submit or transmit any User Content that: (i) infringes, misappropriates or violates a third party’s patent, copyright, trademark, trade secret, moral rights or other intellectual property rights, or rights of publicity or privacy; (ii) violates, or encourages any conduct that would violate, any applicable law or regulation or would give rise to civil liability; (iii) is fraudulent, false, misleading or deceptive; (iv) is defamatory, obscene, pornographic, vulgar or offensive; (v) promotes discrimination, bigotry, racism, hatred, harassment or harm against any individual or group; (vi) is violent or threatening or promotes violence or actions that are threatening to any person or entity; or (vii) promotes illegal or harmful activities or substances;
    2. Use, display, mirror or frame the Services or any individual element within the Services, ME Foundation’s name, any ME Foundation trademark, logo, or other proprietary information, or the layout and design of any page or form contained on a page, without ME Foundation’s express written consent;
    3. Access, tamper with, or use non-public areas of the Services, ME Foundation’s computer systems, or the technical delivery systems of ME Foundation’s providers;
    4. Attempt to probe, scan, or test the vulnerability of any ME Foundation system or network or breach any security or authentication measures;
    5. Avoid, bypass, remove, deactivate, impair, descramble, or otherwise circumvent any technological measure implemented by ME Foundation or any of ME Foundation’s providers or any other third party (including another user) to protect the Services;
    6. Attempt to access or search the Services or download content from the Services using any engine, software, tool, agent, device, or mechanism (including spiders, robots, crawlers, data mining tools or the like) other than the software and/or search agents provided by ME Foundation or other generally available third-party web browsers;
    7. Send any unsolicited or unauthorized advertising, promotional materials, email, junk mail, spam, chain letters or other form of solicitation;
    8. Use the Services, or any portion thereof, for any commercial purpose or for the benefit of any third party or in any manner not permitted by these Terms;
    9. Attempt to decipher, decompile, disassemble or reverse engineer any of the software used to provide the Services;
    10. Interfere with, or attempt to interfere with, the access of any user, host or network, including, without limitation, sending a virus, overloading, flooding, spamming, or mail-bombing the Services;
    11. Collect or store any personally identifiable information from the Services from other users of the Services without their express permission;
    12. Impersonate or misrepresent your affiliation with any person or entity;
    13. Engage or assist in any activity that violates any law, statute, ordinance, regulation, or sanctions program, including but not limited to the U.S. Department of Treasury’s Office of Foreign Assets Control (“OFAC”), or that involves proceeds of any unlawful activity (including but not limited to money laundering, terrorist financing, or deliberately engaging in activities designed to adversely affect the performance of the Services);
    14. Engage in wash trading or other deceptive or manipulative trading activities;
    15. Fabricate in any way any transaction or process related thereto;
    16. Disguise or interfere in any way with the IP address of the computer you are using to access or use the Services, or that otherwise prevents us from correctly identifying the IP address and geographic location of the computer you are using to access the Services;
    17. Transmit, exchange, or otherwise support the direct or indirect proceeds of criminal or fraudulent activity;
    18. Violate any applicable law or regulation; or
    19. Encourage or enable any other individual to do any of the foregoing.

      20. ME Foundation is not obligated to monitor access to or use of the Services or to review or edit any Services content. However, we have the right to do so for the purpose of operating the Services, to ensure compliance with these Terms and to comply with applicable law or other legal requirements. We reserve the right, but are not obligated, to remove or disable access to any content, including User Content, at any time and without notice, including, but not limited to, if we, at our sole discretion, consider it objectionable or in violation of these Terms. We have the right to investigate violations of these Terms or conduct that affects the Services. We may also consult and cooperate with law enforcement authorities to prosecute users who violate the law. The sale of stolen assets, assets taken without authorization, and otherwise illegally obtained assets using the Services is prohibited. If you have reason to believe that an asset listed using the Services was illegally obtained, please contact us immediately.

  8. Links to Third Party Websites or Resources. The Services may allow you to access third-party websites or other resources (e.g., Quests). We provide access only as a convenience and are not responsible for the content, products, or services on or available from those resources or links displayed on such websites. You acknowledge that you have sole responsibility for, and assume all risk arising from, your use of any third-party resources.
  9. Termination. We may suspend or terminate your access to and use of the Services at our sole discretion, at any time and without notice to you. You may disconnect your Digital Wallet at any time. You acknowledge and agree that we shall have no liability or obligation to you in such event and that you will not be entitled to a refund of any amounts that you have already paid to us or any third party, to the fullest extent permitted by applicable law. Upon any termination, discontinuation or cancellation of the Services, the following Sections will survive: 2, 4(e), 4(h), 4(i), 5, 6(e), 7, 9, and 10 through 16.
  10. Warranty Disclaimers. THE SERVICES AND ANY CONTENT WE MAKE AVAILABLE THEREIN ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT WARRANTIES OR CONDITIONS OF ANY KIND, EITHER EXPRESS OR IMPLIED. ME FOUNDATION (AND ITS SUPPLIERS) MAKE NO WARRANTY THAT THE SERVICES (INCLUDING ANY MATERIAL, INFORMATION, OR CONTENT THEREIN): (I) WILL MEET YOUR REQUIREMENTS; (II) WILL BE AVAILABLE ON AN UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE BASIS; (III) WILL BE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS: OR (IV) WILL BE ACCURATE, RELIABLE, COMPLETE, LEGAL, OR SAFE. ME FOUNDATION DISCLAIMS ALL OTHER WARRANTIES OR CONDITIONS, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, QUIET ENJOYMENT, TITLE OR NON-INFRINGEMENT, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, AS TO THE SERVICES, ANY MATERIAL, INFORMATION, OR CONTENT CONTAINED THEREIN. WE FURTHER EXPRESSLY DISCLAIM ALL LIABILITY OR RESPONSIBILITY IN CONNECTION WITH THIRD PARTY SERVICES. NOTHING HEREIN NOR ANY USE OF OUR SERVICES IN CONNECTION WITH THIRD PARTY SERVICES CONSTITUTES OUR ENDORSEMENT, RECOMMENDATION, OR ANY OTHER AFFILIATION OF OR WITH ANY THIRD PARTY SERVICES.

    THE SERVICES MAY NOT BE AVAILABLE DUE TO ANY NUMBER OF FACTORS INCLUDING, BUT NOT LIMITED TO, PERIODIC SYSTEM MAINTENANCE, SCHEDULED OR UNSCHEDULED, ACTS OF GOD, UNAUTHORIZED ACCESS, VIRUSES, DENIAL OF SERVICE OR OTHER ATTACKS, TECHNICAL FAILURE OF THE SERVICES AND/OR TELECOMMUNICATIONS INFRASTRUCTURE OR DISRUPTION, AND THEREFORE WE EXPRESSLY DISCLAIM ANY EXPRESS OR IMPLIED WARRANTY REGARDING THE USE AND/OR AVAILABILITY, ACCESSIBILITY, SECURITY, OR PERFORMANCE OF THE SERVICES CAUSED BY SUCH FACTORS. WE DO NOT MAKE ANY REPRESENTATIONS OR WARRANTIES AGAINST THE POSSIBILITY OF DELETION, MISDELIVERY, OR FAILURE TO STORE COMMUNICATIONS, PERSONALIZED SETTINGS OR OTHER DATA.

    ME FOUNDATION WILL NOT BE RESPONSIBLE OR LIABLE TO YOU FOR ANY LOSS AND TAKES NO RESPONSIBILITY FOR, AND WILL NOT BE LIABLE TO YOU FOR ANY LOSSES, DAMAGES, OR CLAIMS ARISING FROM: (I) USER ERROR SUCH AS FORGOTTEN PASSWORDS, INCORRECTLY CONSTRUCTED TRANSACTIONS, OR MISTYPED WALLET ADDRESSES; (II) SERVER FAILURE OR DATA LOSS; (III) BLOCKCHAIN NETWORKS, DIGITAL WALLETS, OR CORRUPT FILES; (IV) UNAUTHORIZED ACCESS TO SERVICES; OR (V) ANY THIRD PARTY ACTIVITIES, INCLUDING WITHOUT LIMITATION THE USE OF VIRUSES, PHISHING, BRUTEFORCING OR OTHER MEANS OF ATTACK.

    DIGITAL ASSETS (LIKE THE $ME TOKENS) ARE INTANGIBLE DIGITAL ASSETS. THEY EXIST ONLY BY VIRTUE OF THE OWNERSHIP RECORD MAINTAINED ON THE APPLICABLE BLOCKCHAIN NETWORK. ANY TRANSFER OF TITLE THAT MIGHT OCCUR IN ANY UNIQUE DIGITAL ASSET OCCURS ON THE DECENTRALIZED LEDGER WITHIN SUCH BLOCKCHAIN NETWORK. ME FOUNDATION DOES NOT GUARANTEE THAT WE CAN EFFECT THE TRANSFER OF TITLE OR RIGHT IN ANY OTHER DIGITAL ASSETS, OR THAT ANY ASSOCIATED PAYMENT WILL BE SUCCESSFUL.

    SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES. ACCORDINGLY, SOME OF THE ABOVE DISCLAIMERS OF WARRANTIES MAY NOT APPLY TO YOU.
  11. Assumption of Risk. You accept, acknowledge, and assume the following risks:
    1. The prices and liquidity of digital assets are extremely volatile. Fluctuations in the price of other digital assets could materially and adversely affect the digital assets made available through the Services, which may also be subject to significant price volatility.
    2. You are solely responsible for determining what, if any, Taxes and Gas Fees apply to your transactions through the Services. Neither ME Foundation nor any ME Foundation affiliates are responsible for determining the Taxes that apply to such transactions.
    3. Our Services do not store, send, or receive digital assets. Any transfer of digital assets occurs within the supporting blockchain and not on the Services. Transactions in digital assets may be irreversible, and, accordingly, losses due to fraudulent or accidental transactions may not be recoverable. Some transactions in digital assets shall be deemed to be made when recorded on a public ledger, which is not necessarily the date or time that you initiated the transaction.
    4. There are risks associated with using Internet based digital assets, including but not limited to, the risk of hardware, software, and Internet connection and service issues, the risk of malicious software introduction, and the risk that third parties may obtain unauthorized access to information stored within your digital wallet. ME Foundation will not be responsible for any communication failures, disruptions, errors, distortions, or delays you may experience when effecting transactions involving supported digital assets, however caused, including Gas Fees paid or payable in connection therewith.
    5. A lack of use or public interest in the creation and development of distributed ecosystems could negatively impact the development of those ecosystems and related applications and could therefore also negatively impact the potential utility or value of any digital assets.
    6. The Services may rely on third-party platforms to perform transactions with respect to any digital assets. If we are unable to maintain a good relationship with such platform providers; if the terms and conditions or pricing of such platform providers change; if we violate or cannot comply with the terms and conditions of such platforms; or if any of such platforms loses market share or falls out of favor or is unavailable for a prolonged period of time, access to and use of the Services will suffer.
    7. By accessing and using the Services, you represent that you understand the inherent risks associated with using cryptographic and blockchain-based systems, and that you have a working knowledge of digital assets. Such systems may have vulnerabilities or other failures, or experience other abnormal behavior. ME Foundation is not responsible for any issues with the blockchains, including forks, technical node issues, or any other issues that may result in fund losses. You acknowledge that the cost and speed of transacting with cryptographic and blockchain-based systems are variable and may increase at any time. You further acknowledge the risk that your digital assets may lose some or all of their value while they are supplied to or from the Services. You further acknowledge that we are not responsible for any of these variables or risks and cannot be held liable for any resulting losses that you experience while accessing the Services. Accordingly, you understand and agree to assume full responsibility for all of the risks of accessing and using and interacting with the Services.
  12. Indemnity. You will indemnify, defend (at ME Foundation’s option), and hold ME Foundation and its affiliates and their respective officers, directors, employees, and agents, harmless from and against any claims, disputes, demands, liabilities, damages, losses, and costs and expenses, including, without limitation, reasonable legal and accounting fees arising out of or in any way connected with (a) your access to or use of the Services, (b) your User Content, or (c) your violation of these Terms. You may not settle or otherwise compromise any claim subject to this Section without ME Foundation’s prior written approval.
  13. Limitation of Liability.
    1. TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER ME FOUNDATION NOR ITS SERVICE PROVIDERS INVOLVED IN CREATING, PRODUCING, OR DELIVERING THE SERVICES WILL BE LIABLE FOR ANY INCIDENTAL, SPECIAL, EXEMPLARY, OR CONSEQUENTIAL DAMAGES, OR DAMAGES FOR LOST PROFITS, LOST REVENUES, LOST SAVINGS, LOST BUSINESS OPPORTUNITY, LOSS OF DATA OR GOODWILL, SERVICE INTERRUPTION, COMPUTER DAMAGE OR SYSTEM FAILURE, OR THE COST OF SUBSTITUTE SERVICES OF ANY KIND ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR FROM THE USE OF OR INABILITY TO USE THE SERVICES, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY, OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT ME FOUNDATION OR ITS SERVICE PROVIDERS HAVE BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGE, EVEN IF A LIMITED REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE.
    2. TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT WILL THE AGGREGATE TOTAL LIABILITY OF ME FOUNDATION AND ITS AGENTS, REPRESENTATIVES, AND AFFILIATES ARISING OUT OF OR IN CONNECTION WITH THESE TERMS, OR FROM THE USE OF OR INABILITY TO USE THE SERVICES, EXCEED THE AMOUNTS YOU HAVE PAID OR ARE PAYABLE BY YOU TO ME FOUNDATION FOR USE OF THE SERVICES OR ONE HUNDRED U.S. DOLLARS ($100), IF YOU HAVE NOT HAD ANY PAYMENT OBLIGATIONS TO ME FOUNDATION, AS APPLICABLE.
    3. THE EXCLUSIONS AND LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN ME FOUNDATION AND YOU.
  14. Governing Law and Forum Choice. This Agreement shall be governed by and construed in accordance with the laws of the Cayman Islands without regard to or application of conflicts of law rules or principles. Except as otherwise expressly set forth in Section 15 “Dispute Resolution,” the exclusive jurisdiction for all Disputes (defined below) that you and ME Foundation are not required to arbitrate will be the courts located in the George Town, Cayman Islands, and you and ME Foundation each waive any objection to jurisdiction and venue in such courts.
  15. Dispute Resolution.
    1. Informal Dispute Resolution. You and ME Foundation must first attempt to resolve any dispute, claim, or controversy arising out of or relating to these Terms, or the breach, termination, enforcement, interpretation, or validity thereof, or the use of the Services (collectively,“Disputes”) informally. Accordingly, neither you nor ME Foundation may start a formal arbitration proceeding for at least sixty (60) days after one party notifies the other party of a claim in writing. As part of this informal resolution process, you must deliver written notices via hand or first-class mail to us at ME Foundation, c/o International Corporation Services Ltd., Harbour Place, 2nd Floor, 103 South Church Street, P.O. Box 472, George Town, Grand Cayman KY1-1106, Cayman Islands. Notwithstanding the foregoing, we each retain the right to seek injunctive or other equitable relief from a court to prevent (or enjoin) the infringement or misappropriation of our intellectual property rights at any time.
    2. Mandatory Arbitration of Disputes. We each agree that any Dispute will be resolved solely by binding, individual arbitration and not in a class, representative, or consolidated action or proceeding. Accordingly, any dispute, controversy, difference or claim arising out of or relating to this Agreement which is not resolved in accordance with Section 15(a) shall be referred to and finally resolved by binding arbitration to be administered by the Cayman International Mediation and Arbitration Centre (CI-MAC) governed by the Arbitration Act (as amended) of the Cayman Islands. The number of arbitrators shall be one. The arbitration shall be conducted in the English language. The place of arbitration will be George Town, Cayman Islands, but will be conducted remotely to the extent permitted by the CI-MAC Rules. The parties agree that, except as otherwise provided herein, the arbitrator shall have exclusive authority to decide all issues, including jurisdictional and arbitrability issues and the formation, existence, validity, interpretation, applicability, enforceability, and scope of this arbitration provision. The arbitrator is bound by this Agreement. The decision of the sole arbitrator to any such dispute, controversy, difference or claim shall be final and binding upon both parties. Each party waives any right it may have to assert the doctrine of forum non conveniens, to assert that it is not subject to the jurisdiction of such arbitration or courts or to object to venue to the extent any proceeding is brought in accordance herewith.
    3. Exceptions. As limited exceptions to Section 15(b) above: (i) we both may seek to resolve a Dispute in small claims court if it qualifies; and (ii) we each retain the right to seek injunctive or other equitable relief from a court to prevent (or enjoin) the infringement or misappropriation of our intellectual property rights. Any dispute about whether a Dispute qualifies for small claims court will be resolved by that court, not by an arbitrator. In the event of any such dispute, the arbitration proceeding will remain closed unless and until the small claims court issues a decision that the Dispute should proceed in arbitration.
    4. Injunctive and Declaratory Relief. Except as provided in Section 15(c) above, the arbitrator shall determine all issues of liability on the merits of any claim asserted by either party and may award declaratory or 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 claim. To the extent that you or we prevail on a claim and seek public injunctive relief (that is, injunctive relief that has the primary purpose and effect of prohibiting unlawful acts that threaten future injury to the public), the entitlement to and extent of such relief must be litigated in a civil court of competent jurisdiction and not in arbitration. The parties agree that litigation of any issues of public injunctive relief shall be stayed pending the outcome of the merits of any individual claims in arbitration.
    5. Arbitration Costs. Payment of all filing, administration and arbitrator fees will be governed by the CI-MAC Rules. The Company will not seek to recover its attorneys’ fees and costs in arbitration from you unless the arbitrator finds that either the substance of your Dispute or the relief sought in your demand for arbitration was frivolous or was brought for an improper purpose. If you prevail in arbitration, you will be entitled to an award of attorneys’ fees and expenses to the extent provided under applicable law.
    6. Class Action Waiver. YOU AND ME FOUNDATION AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. Further, if a Dispute is resolved through arbitration, the arbitrator may not consolidate another person’s claims with your claims and may not otherwise preside over any form of a representative or class proceeding. If this specific provision is found to be unenforceable, then the entirety of this Dispute Resolution section shall be null and void.
    7. Severability. With the exception of any of the provisions in Section 15(f) of these Terms (“Class Action Waiver”), if an arbitrator or court of competent jurisdiction decides that any part of these Terms is invalid or unenforceable, the other parts of these Terms will still apply.
  16. General Terms.
    1. Reservation of Rights. ME Foundation and its licensors exclusively own all right, title and interest in and to the Services, including all associated intellectual property rights. You acknowledge that the Services are protected by copyright, trademark, and other laws of the United States and foreign countries. You agree not to remove, alter, or obscure any copyright, trademark, service mark, or other proprietary rights notices incorporated in or accompanying the Services.
    2. Entire Agreement. These Terms constitute the entire and exclusive understanding and agreement between ME Foundation and you regarding the Services, and these Terms supersede and replace all prior oral or written understandings or agreements between ME Foundation and you regarding the Services. If any provision of these Terms is held invalid or unenforceable by an arbitrator or a court of competent jurisdiction, that provision will be enforced to the maximum extent permissible, and the other provisions of these Terms will remain in full force and effect. Except where provided by applicable law in your jurisdiction, you may not assign or transfer these Terms, by operation of law or otherwise, without ME Foundation’s prior written consent. Any attempt by you to assign or transfer these Terms absent our consent or your statutory right, without such consent, will be null and void in its entirety. ME Foundation may freely assign or transfer these Terms without restriction. Subject to the foregoing, these Terms will bind and inure to the benefit of the parties, their successors, and permitted assigns.
    3. Notices. Any notices or other communications provided by ME Foundation under these Terms will be given: (i) via email; or (ii) by posting to the Services. For notices made by email, the date of receipt will be deemed the date on which such notice is transmitted.
    4. Waiver of Rights. ME Foundation’s failure to enforce any right or provision of these Terms will not be considered a waiver of such right or provision. The waiver of any such right or provision will be effective only if in writing and signed by a duly authorized representative of ME Foundation. Except as expressly set forth in these Terms, the exercise by either party of any of its remedies under these Terms will be without prejudice to its other remedies under these Terms or otherwise.
  17. Contact Information. If you have any questions about these Terms or the Services, please contact ME Foundation at [email protected]. .