MERKLY

TERMS & CONDITIONS

DISCLAIMER

YOU ARE ONLY ABLE VIEW OR USE THE APP, THE SMART CONTRACTS AND THE PLATFORM, IF YOU ACCEPT ALL OF THESE TERMS. VIA THE APP, THE SMART CONTRACTS AND THE PLATFORM, YOU ARE CONFIRMING THAT YOU HAVE READ, UNDERSTOOD, AND AGREE TO BE BOUND BY ALL OF THESE TERMS & CONDITIONS.
IF YOU DO NOT AGREE AND/OR ACCEPT ALL OF THESE TERMS & CONDITIONS, THEN YOU MUST NOT USE THE APP, THE SMART CONTRACT AND THE PLATFORM, AND YOU MUST DISCONTINUE USE IMMEDIATELY.
YOUR USE OF THE APP, SMART CONTRACTS, PLATFORM AND THIRD PARTY WEBSITES CONSTITUTES YOUR AGREEMENTS TO THIS TERMS AND ANY FUTURE REVISIONS.

GENERAL PROVISIONS

Merkly is a Multifunctional Omnichain Solution. The User acknowledges and accepts that Merkly manages https://checker.merkly.com/ and https://minter.merkly.com/ (hereinafter referred to as the "Platform") and You, by using Smart Contracts or Crypto Assets, you may be redirected to the third-party websites and then minting/bridging/purchasing (or similar) the Crypto Assets as a part of the blockchain network, establish a relationship on a basis of other terms and conditions or terms and conditions of service provision specific to a particular blockchain network, including especially, but not only, information and documents available on https://metamask.io/ website or others to which the Platform is currently redirecting, to execute a specific transaction in the blockchain network. Thus, the User acknowledges and accepts that the performance of any activity on the Smart Contract or on the Crypto Asset, does not refer to any transaction or conclusion of any agreement directly with the Merkly.

The User accepts the provisions hereof, without any doubts nor additions, as well as the User acknowledges and accepts that: (i) the activities of Merkly is not a public offer, alternative investment fund management activity nor activity performed by an investment fund, and that the Merkly's activity is not a banking activity, or an insurance or reinsurance activity within the meaning of the relevant national acts in the place of the Merkly's main office; (ii) Merkly does not provide services of enabling the User to mint/purchase/bridge (or similar) Crypto Assets; Merkly only provides access to the Platform through which the User can access specific Smart Contracts; (iii) Merkly does not guarantee the User that the execution of any activity on the Platform or within the Service, bring the User expected outcomes, results, or economic or financial profits.

You expressly acknowledge that your receipt, purchase, bridge, mint or possession (or similar) of Crypto Assets does not give you any rights in or claims against Merkly, that Crypto Assets are not a financial or investment instrument of any kind, that Crypto Assets may not have any real-world monetary value whatsoever, and that Merkly is not responsible for any value attributable to, or fluctuations or loss in the value of Crypto Assets.

Any information presented by Merkly does not constitute an offer within the meaning of the relevant legal regulations, nor does it constitute a calculation for such offer, and is for informational purposes only.

Each User is obliged to comply with the provisions hereof while taking steps to use the Platform. The User is obliged to read the content hereof. Acceptance hereof is voluntary, but it is a condition of using the Platform. Documents intended for Users are made available in electronic form on the Platform in such a way that Users can store and retrieve them in the course of ordinary activities.

Headings are purely ordinal and may only support the interpretation and clarification hereof. A reference to documents is a reference to the relevant document and any subsequent amendment or modification thereof, unless otherwise stated in the content of the reference. Here, unless the context requires otherwise: (i) words describing a kind refer to all kinds; (ii) singular words refer to also as plural, and plural words refer to also as singular; (iii) capitalized words refer to definitions in (II) hereof.

DEFINITIONS

Agreement – shall mean these Terms & Conditions.

User – A natural person, a legal person, an organizational unit without legal personality to whom the law assigns legal capacity, who manages business or acts professionally, or has appropriate competences on the basis of national law to participate in the Platform, if applicable in the place of temporary or permanent residence and who uses the Services or/and the Platform.

Account – collections and competences assigned to the User within the scope of the Platform, includes data necessary for authorisation (including in particular, but not only – wallet address).

Crypto Assets – cryptocurrencies in the general meaning as a digital representation of value within the framework of relations between participants in the blockchain technology network. Crypto Assets can also be minted/bridged/purchased (or similar) via Smart Contracts on the blockchain network.

Intellectual Property Rights – means all and any data, information, video, graphics, sound, music, photographs, software, any other materials or content (in whatever format), copyrights as well as all computer code or scripts, whether compiled or not in any computer language or program, all patents, utility models, trademarks, know-how, trade names, domain names, rights in logo and get-up, inventions, all rights in computer software and data, databases, confidential information, trade secrets design rights (whether registered or unregistered) and semiconductor topographies and all intangible rights, privileges and forms of protection of a nature or having a similar effect to any of the above which may subsist anywhere in the world.

Restricted Content – means any content or term that: (i) promotes or is related to illegal activities (illegal drugs, phishing, terrorism, criminal activities, contests, pyramid schemes or chain letters etc.); (ii) promotes or is related to tobacco, gambling or weapons; (iii) is related to pornographic or obscene material; (iv) is related to excessively graphic or explicit violence; (v) is defamatory, inappropriate or profane; (vi) is discriminatory or constitutes “hate speech”, whether directed at an individual or a group, and whether based upon the race, sex, creed, national origin, religious affiliation, sexual orientation or language of such individual or group; (vii) promotes or contains viruses, worms, corrupted files, cracks or other materials that are intended to or may damage or render inoperable software, hardware or security measures of Merkly, any User, or any other third party.

Service / Services – use of the Merkly’s Platform, Smart Contracts and related services, in particular but not limited to the mint/bridge/purchase (or similar) Crypto Assets. User shall have control over their Crypto Assets and be able to sell, or purchase Crypto Assets on any compatible marketplace.

Smart Contract – applications provided by third-party providers, operating on the blockchain network, to which the User may be redirected as part of the use of the Platform in order for the User to use them. The services in particular, but not exclusively, relate to the minting/bridging/purchasing (or similar) of Crypto Assets.

ICT – a system of cooperating ICT devices and software which provides processing and storing, as well as sending and receiving data via ICT networks using an appropriate type of an ICT end device.

RESTRICTIONS

Our Services are intended to be used by adults and we do not knowingly collect, and do not wish to collect information about children. Creating an Account shall be done by connecting a cryptocurrency wallet (such as Metamask – https://metamask.io/). Creating an Account or entering the Service is not permitted for persons under the age of 18 (in words: eighteen). The User shall be fully liable for any unauthorized use of the Service or Platform by minors, including the use of payment instruments or online payments system.

Use of the services may be territorially restricted. Merkly offers access to the Services in accordance with local law.

Users are required to use the Platform in a manner consistent with applicable law, herewith, regulations of third-party websites, as well as the principles of social coexistence, including the general principles of using the Internet and websites, and respecting the rights of third parties and the Merkly. In particular, the User is obliged to use the Platform in a way that does not interfere with its functioning, is not inconvenient for other Users and the Merkly and respectful for the personal rights of third parties (including the right to privacy) and any other rights they are entitled to. In addition, the User is obliged to use all information and materials shared via the Platform only within the scope of fair use and potential licenses.

It is prohibited to: (i) create an Account using a false identity or information or on behalf of someone other than User; (ii) purchase, sell, rent or give away the User’s Account; (iii) use the Account for commercial purposes or to advertise, solicit, transmit commercial advertisements, including spam e-mail or repetitive or misleading messages to anyone.

ACCESS AND USE OF THE PLATFORM AND SERVICES

Platform Access. The Platform is accessible for users of devices with the Internet connection. In order to use the Platform, the User shall enter correctly the website address and run it on his/her device that supports the ICT system. Services available on the Platform are provided 24 hours a day, 7 days a week, at the User's individual request, based on running the Platform and using the Services. Chosen Services may only be available after correct creation of an Account or selection of a particular blockchain network.

Results of the Violations. If it is found that the User commits activities prohibited by law or hereby, or violates the principles of social coexistence or prejudicial to the legitimate interest of the Merkly, the Merkly may take all legally permitted actions, including limiting or preventing the User from using the Platform and provided Services.

External Services and Content. Merkly in cooperation with the third-party providers (e.g. Smart Contracts), may provide Users with additional Services and content on the Platform. Terms and conditions for the provision of electronic services as part of those websites are set out in the individual regulations of the websites. Using additional services and content requires reading and accepting their terms and conditions. In the event of a conflict between hereof and terms and conditions of additional services and content, the provisions of individual websites shall apply. In matters not covered by provisions of individual websites, the provisions hereof shall apply.

Representations on the Crypto Assets. The User represents that as a part its activities on the Platform, the User acts on his/her own and on his/her own behalf, and in particular does not act for the benefit of a person or entity being a citizen or a resident of countries where law restricts or prohibits participation in Smart Contracts or classifies the Crypto Assets distribution process only as issuing of financial instruments or derivative financial instruments within the meaning of relevant national acts. The User accepts that the Crypto Assets are not: (i) a document issued by name, on request or issued to the bearer, as well as a financial instrument and a participation unit nor an investment certificate; (ii) a packaged retail investment product within the meaning of Article 4 of the Regulation (EU) No 1286/2014 of the European Parliament and of the Council of 26 November 2014 on key information documents for packaged retail and insurance-based investment products (PRIIPs) and is not under any provisions of law provided by the state.

Termination of the Account and Service. Notwithstanding with Merkly’s other remedies, if Merkly considers that the User violates this Agreement or law, Merkly may at its own discretion limit, suspend, terminate, modify or delete Accounts, access to the Service or/and the Platform or parts of it. Merkly shall not be obliged to compensate the User loss of the Account and other benefits and privileges relating to use of the Services and lost due to the aforementioned Merkly’s decision. Merkly may also take other technical and legal steps to prevent the User who violates this Agreement or law to access the Service or/and the Platform, if Merkly considers that the User’s actions violate any laws and third parties rights, including but not limited to Intellectual Property Rights and create risk of possible legal actions against Merkly or its affiliates. Merkly has the right to stop supporting or offering the Service at any time and for any reason. In that case the User’s license is immediately terminated. Merkly shall not be responsible to compensate the User any loss of benefits, privileges or funds that may derive from the Service’s discontinuation. Merkly may at its sole discretion decide what misconduct shall be considered as violating this Agreement and take suitable actions, termination of the User’s Account, prohibiting the User from using the Service or take any other actions allowed by the law.

Ownership. Merkly is owner and shall have all rights, title and interest, including but not limited to all Intellectual Property Rights or other proprietary rights in connection with: (i) the Platform – including without limitation any titles, computer code, themes and documentation; (ii) Trademarks, service marks and logos contained in the Services. Merkly does not own any rights (including Property Rights) to Smart Contracts that are provided by third parties. Except as expressly provided in these Terms & Conditions, no part of any Intellectual Property Rights owned by Merkly may be copied, reproduced, aggregated, republished, uploaded, posted, publicly displayed, encoded, translated, transmitted, distributed, sold, licensed, or otherwise exploited for any commercial purpose whatsoever, without Merkly’s express prior written consent.

USE OF SERVICES, SMART CONTRACTS AND CRYPTO ASSETS

Crypto Assets. As part of the activities performed on the Platform, the User shall be given the opportunity to review the possibility of minting, bridging, converting, purchasing (or similar) of Crypto Assets as part of making transactions in the blockchain network, via Smart Contracts, provided by third parties. Details on how to perform a specific transaction in the blockchain network are each time specified by the Platform, Smart Contract or other entities to which the Platform redirects (e.g. Metamask). All information about the Crypto Assets is published on the Platform in a place visible to the User or via the websites of third parties to which the Platform redirects. The User may freely dispose the Crypto Assets to third parties using blockchain technology.

Transactions in blockchain technology. The User, via the Platform and third party websites (e.g. Smart Contracts), in particular via the blockchain network, obtains the possibility of mint/purchase/bridge (or similar) Crypto Assets as a digital representation of the value generated in the blockchain network. The details of how to perform particular transactions on Crypto Assets within the Smart Contract are each time determined by third parties or websites of these third parties. Blockchain networks require the payment of a transaction fee (hereafter referred to as “Gas Fee”) for every transaction that occurs on the blockchain networks. The User acknowledges and accepts that all transactions in blockchain technology (including transactions related to the Crypto Assets) are final and it is not possible to return.

Liability. Merkly shall have no liability to User or to any third party for any claims or damages that may arise as a result of any transactions that User engages in via the Service or using the Smart Contracts, or any other transactions that User conducts via blockchain network.

Access. Access to the Platform is free of charge, subject to the data transmission costs required to run and use the Platform, which the User is obliged to cover on his/her own. Merkly is not liable for the amount of fees charged for the use of data transmission necessary to use the Platform.

Taxes. User shall be solely responsible to pay any and all sales, use, value-added and other taxes, duties, and assessments (except taxes on our net income) now or hereafter claimed or imposed by any governmental authority associated with User’s use of the Service or the Platform (including, without limitation, any Taxes related to User’s ownership or transfer, of any of the Crypto Assets). Except for income taxes levied on Merkly, User shall: (i) pay or reimburse Merkly for all national, federal, state, local, or other taxes and assessments of any jurisdiction, including value-added taxes and taxes as required by international tax treaties, customs or other import or export taxes, and amounts levied in lieu thereof based on charges set, services performed or payments made hereunder, as are now or hereafter may be imposed under the authority of any national, state, local or any other taxing jurisdiction; and (ii) not be entitled to deduct the amount of any such taxes, duties or assessments from payments made to Merkly pursuant to these Terms and Conditions.

Fees and price. Crypto Assets and Smart Contracts, fees, and billing procedures may change over time. The existence of a particular offer for Crypto Assets and Smart Contract does not mean Merkly will maintain or continue to make available that particular Crypto Assets or Smart Contract or that particular offer. The scope, variety, and type of Crypto Assets that User may obtain can change at any time and Merkly has the right to manage, regulate, control, modify, or remove any or all Crypto Assets being in the possession of Merkly’s in its sole discretion, in which case, unless prohibited by applicable law, Merkly shall have no liability to User or anyone for the exercise of such rights. Unless prohibited by applicable law, User’s continued use of the Service after notice of the changes will indicate User’s acceptance of those changes. The price of Crypto Assets on secondary markets may vary depending on a variety of factors including where or how User obtains them. The price and availability of Crypto Assets on secondary markets may change without notice. You expressly acknowledge and agree that your participation in Service, and your receipt and possession of any Crypto Assets, is voluntary and for entertainment purposes only.

Risk assumptions. Merkly has implemented various security measures to protect the Platform and third party application (e.g. Smart Contract) and Crypto Assets, given the nascent nature of the technology, it cannot be asserted with absolute certainty that the code is completely devoid of vulnerabilities, bugs, or errors. Users acknowledge and assume all risks associated with utilizing the Service, Smart Contracts and Crypto Assets, which encompasses, among other things, the potential loss of funds resulting from any malfunction of the Service. Your Crypto Assets may be lost, stolen, or otherwise rendered unusable due to bugs in Smart Contracts implementing the Service. You accept and acknowledge each of the following:
The prices of blockchain assets are extremely volatile. Fluctuations in the price of other digital assets could materially and adversely affect the value of your Crypto Assets, which may also be subject to significant price volatility. We cannot guarantee that any purchasers of Crypto Assets will not lose money.
Merkly does not store, send, or receive Crypto Assets - they are maintained on the blockchain network.
User acknowledges and understands that there are risks associated with using an Crypto Assets and Smart Contracts, including, but not limited to, the risk of hardware, software and Internet connections, the risk of malicious software introduction, and the risk that third parties may obtain unauthorized access to information stored within your wallet. User accepts and acknowledges that Merkly will not be responsible for any communication failures, disruptions, errors, distortions or delays you may experience when using the blockchain network.
The regulatory regime governing blockchain technologies, Crypto Assets and Smart Contracts is uncertain, and new regulations or policies may materially adversely affect the development of the Merkly’s ecosystem, and therefore the potential utility or value of Crypto Assets.
Transactions that take place on the Service via blockchain are managed and confirmed via the blockchain network. You understand that your cryptocurrency wallet public address will be made publicly visible whenever you engage in a transaction on the Service or the Smart Contract.
Merkly neither owns nor controls any third party website, Smart Contract, product or service that you might access, visit, or use for the purpose of enabling you to use the various features of the Service (e.g. Metamask) Merkly shall not be liable for the acts or omissions of any such third parties, nor shall be liable for any damage that User may suffer as a result of User’s transactions or any other interaction with any such third parties.

Safety. Each User undertakes to use the Service and/or the Platform in accordance with its purpose, applicable law, social and moral norms and the provisions hereof. The User is obliged to protect own passwords, logins and private keys to the Crypto Assets against third parties access. Any results of unauthorized acquisition of the password, keys or other data enabling the access to the Crypto Assets owned by the User are not the liability of the Merkly.

Service and Platform breaks. Breaks of technical causes may occur during functioning of the Platform and the Service. The User has no claims resulting from the suspension or termination of the Services provision by the Merkly. The provision of the Services may be interrupted in the event of inappropriate connection quality, damage or defects of telecommunications equipment, power systems, computer equipment, failure of the telecommunications network, power outages or any action of third parties.

Blocking the Access. Merkly has the right to block access to the Platform and the Service or individual functions in the event of irregularities in the use of the Platform or/and the Service, in particular in the event of circumstances that could harm the User or Merkly. Merkly shall not be liable for the temporary suspension of access to the Platform and Service for the period necessary to remove any threats or irregularities.

No Warranties. Merkly does not warrant that its Services will be accessible for User at the times or locations chosen by the User, are error-free or free of viruses or other harmful components, as well as Merkly does not warrant that its Services will suit the User’s purpose of use.

Updates. To provide the Service’s proper performance, Merkly at its sole discretion, has the right to update its Service without prior notification. To continue using of the Merkly’s Services the User must accept these updates, including updates of third parties’ software from time to time.

COPYRIGHTS AND INTELLECTUAL PROPERTY

Competent Entity. Merkly has all rights to the Platform, including proprietary copyrights to the Platform, as well as to its individual parts, in particular to text, graphic and multimedia elements as well as programming elements generating and operating the Platform, including industrial property rights and any other derivative rights, excluding the content provided by third-party providers (Smart Contracts).

License. Upon the use of the Platform and the acceptance hereof by the User, the Merkly grants the User a non-exclusive license to use the Platform, to the extent of the Services used by the User. The license is non-transferable and is granted for the duration of the User's use of the Platform in accordance with its purpose and in a manner consistent herewith. The non-exclusive license granted to the User does not authorize the User to grant further licenses. Furthermore, the User is not authorized to act outside the scope of the License.

Sharing the Platform Content. Transferring the content of the Platform to third parties is allowed only with the use of tools contained on the Platform and intended for this purpose. The User has no right to reproduce, sell or otherwise market or distribute the Platform's source code, in whole or in part, in particular to send or make it available in computer systems and networks, mobile application distribution systems or any other ICT systems.

License Termination. Along with the termination of the Agreement, the granted licenses are terminated with a 7-day notice period. For the use of the work after this period, the Merkly shall be entitled to charge additional remuneration.

Breach of the License Terms and Conditions. In the event of a breach by the User of the terms and conditions of using the Platform or the licenses granted, the Merkly shall be entitled to block the User's access to the Platform and revoke the granted license. The above does not prejudice the Merkly's right to take other appropriate and legal actions in connection with the breach.

NOTIFICATIONS AND COMPLAINTS

All notifications about functioning of the Platform, as well as questions about using the Platform shall be directed to Merkly via tools available on the Platform. All notifications regarding a specific Smart Contract or Crypto Assets shall be directed to the provider of that specific Service, who is responsible for providing the specific Service or Services on the Platform.

Content of the Notification. The notification shall include: User’s data, contact, reasons for notification and detailed description.

Response to the Notification. Within 14 days from the date of receiving a notification, Merkly considers the notification and informs the User about the result of its consideration. This period may be extended if the consideration of the complaint requires special information or the Merkly encounters other difficulties beyond its control or if it is necessary to obtain additional information from the User. The reply to the complaint shall be sent by the Merkly to the e-mail address from which it was received. Sending a complaint by the User in an electronic form is understood as a consent to receive a response from the Merkly also in electronic form.

Reservations. Merkly reserves the right not to respond to a complaint that is clearly unfounded, in particular to the extent that the complaint has already been examined in relation to a given User.

LIABILITY OF MERKLY

Merkly supervises the technical functioning of the Platform on an ongoing basis, ensuring its correct operation. However, Merkly does not guarantee the constant availability of all functions of the Platform and Services, as well as their error-free operation.

Exemption of Liability. The User uses the Platform and Services voluntarily, at own risk. As far as it is permitted by law, Merkly is not liable to the User for any damages, including loss of revenues, lost profits, data, business interruption or other unless these damages arise from Merkly’s gross negligence or willful misconduct or from death or personal injury arising from Merkly’s any negligence or fraud. This Agreement does not affect any statutory rights of consumers. The User undertakes to indemnify, defend and hold Merkly (and its officers, directors, agents, subsidiaries, joint ventures and employees) harmless from any claim, demand, damages or other losses, including reasonable attorneys’ fees, asserted by any third party resulting from or arising out of the User’s use of the Service and the Platform, or any breach by the User of this Agreement. For the avoidance of doubt, the foregoing does not apply if the infringement of rights is not attributable to the User’s intentional or negligent behavior.

Smart Contracts. The User is aware of the risks associated with the use of the Services provided by Smart Contracts in the blockchain network. The User understands that the Platform only collects and presents information about Smart Contracts and the services that they provide, but Merkly is not responsible in any way for the provision of Services provided by these third parties, including in terms of their efficiency or quality. Merkly shall warn the User of the risks associated with the use of services related to cryptocurrencies (including Crypto Assets), including services provided by Smart Contracts, due to the risky nature of cryptocurrencies. At the same time, the User understands that in the event of any breach or loss due to the User's use of Services provided by third parties (e.g. Smart Contract), Merkly's liability in this regard is fully excluded.

Force Majeure. Merkly shall not be liable and shall be excluded from performing if such performance hereunder is interfered with by any condition beyond Merkly’s reasonable control, including labor disputes, or other industrial disturbances, electrical or power outages, utilities or other telecommunications failures, earthquake, storms or other elements of nature, blockages, embargoes, riots, acts of orders of government, acts of terrorism or war.

FINAL PROVISIONS

Disputes. All disputes that may arise in connection herewith shall be settled amicably in the first place, by mutual arrangements between the User and Merkly. The User acknowledges and accepts that the amicable resolution of a dispute procedure is a condition precedent that shall be met prior to commencing any legal proceedings. In such a situation, the User is obliged to contact Merkly pursuant to provisions hereof. If the above requirements are met, as well as in the absence of an amicable solution to the dispute, the provisions hereof shall be settled by the court competent for the current place of the registered office of the Merkly. At the same time, the User acknowledges and accepts that disputes arising herefrom may only be considered on the basis of an individual case of the User. Merkly is not obliged to settle disputes as collective cases or collective actions.

Relevant Jurisdiction. The provisions hereof and all disputes between the Merkly and the User shall be governed by the laws of the place where Merkly is located, unless the law in your country of residence allows you to choose the courts of that country for the dispute in question.

Right to transfer. The User acknowledges and accepts that the Merkly may transfer the rights and obligations resulting from the implementation of the provisions hereof to another entity, person or third parties, including transferring the rights and obligations to another, newly established company as a result of the transformation.

Additional Policies. Merkly may publish additional policies related to its Services. The User must agree and comply with these policies to use the Services.

Nullity. No legal basis or incompleteness of any of the provisions contained herein does not mean that the entire document is null and void. Such provisions shall be amended to the ones that best reflect their meaning and purpose.

Right to change. Merkly reserves the right to make changes to this Agreement, if necessary, in particular for legal reasons or in connection with changes in the services provided. In the event of such a circumstance, the User shall be informed and Merkly shall publish the current wording of the Agreement with the date of amendments on the Platform.