Terms & Conditions

Effective June 23, 2023

Welcome to MemoryBank,
MemoryBank offers an opportunity for artists to connect with their most loyal fans, and for those fans to have a permanent digital representation of their favorite artists performing at their favorite venues. This opens a world in which fans can truly “own” their experiences, and which artists can digitally verify their biggest supporters with early and exclusive access to products and future experiences. No more missing out on concerts because a computer program bought all the tickets in .001 seconds, or only having the memories of your favorite concert experiences preserved on grainy cell phone videos with terrible audio quality. Keep the memories. Keep the access. Enjoy the moment. That’s what MemoryBank offers.
This MemoryBank User Agreement ("Agreement") governs your use of the MemoryBank platform, located at https://app.memory-bank.io, or any application that links to this Agreement (“Site”), and the related products, services, and technologies offered (collectively, including the Site, “MemoryBank Services” or “Services”) offered or provided by MemoryBank LLC and their affiliates (“MemoryBank” “we,” “us,” or “our”).
YOU SHOULD READ THIS AGREEMENT CAREFULLY INCLUDING SECTION 4 WHICH CONTAINS A MANDATORY ARBITRATION AND JURY TRIAL WAIVER, AND SECTION 5 WHICH CONTAINS A NON-EXHAUSTIVE LIST OF RISKS IN CONNECTION WITH THE SITE, THE SERVICES, AND THE BLOCKCHAIN ECOSYSTEM GENERALLY.

1. AGREEMENT

In addition to the Site, the MemoryBank Services include the creation and sale of digital assets for use and viewing for the owners of those digital assets (“MemoryBank NFTs”). By using the Services, you agree to be bound by this Agreement. You further represent and warrant that you are of the legal age of majority in your jurisdiction and fully able and competent to enter into the terms, conditions, obligations, affirmations, representations and warranties set forth in this Agreement and to abide by and comply with this Agreement.
If you don’t agree to be bound by this Agreement, do not use the MemoryBank Services or purchase MemoryBank NFTs.
NOTE: The MemoryBank NFTs you purchase are yours, and as tokens recorded on a distributed ledger those MemoryBank NFTs are yours completely. MemoryBank has no ability to claw back or otherwise repossess your (or anybody else’s) MemoryBank NFTs. However, failure to agree to and abide by the terms of this Agreement may result in a limitation or elimination of many of the benefits which accompany those MemoryBank NFTs including, but not limited to, the MemoryBank Services and access to token-gated sections of the Site or third-party websites. You should read this Agreement carefully before purchasing any MemoryBank NFT (from MemoryBank directly or on the secondary market) or using the Site or MemoryBank Services.
Additionally, ownership of the MemoryBank NFT does not constitute ownership of the intellectual property rights of the content depicted and accessible through that MemoryBank NFT. Please read this entire Agreement for a description of the rights which accompany the purchase of a MemoryBank NFT and understand what you are (and are not) obtaining through that MemoryBank NFT ownership.

2. E-SIGNATURE AGREEMENT

Interactions utilizing third-party wallets linked to blockchain addresses or accounts require digital signatures to authorize transactions. By using MemoryBank Services, you agree that any electronic signature, whether digital or encrypted, that is intended to authenticate a writing shall have the same force and effect as manual signatures to the fullest extent of the law and that "Electronic signature” means any electronic sound, symbol, or process attached to or logically associated with a record and executed and adopted by a party with the intent to sign such record, including without limitation a checkbox, facsimile, or email signature.

3. BLOCKCHAIN AND OTHER RELATED DISCLOSURES

To fully engage with the MemoryBank Services, you will be required to create an account using a digital wallet. If you do not have a digital wallet, you can create an account with an email address, in which case MemoryBank will create a non-custodial digital wallet for you. We strongly recommend using a compatible self-custodial digital wallet to seamlessly transfer, sell, and utilize your MemoryBank NFTs. Any third-party digital wallet will have their own separate terms and conditions and privacy policy, which you will be required to agree to utilize those services.
3.1 Certification of Blockchain Knowledge. By utilizing MemoryBank Services, you confirm that you have good and sufficient experience and understanding of the functionality, usage, storage, transmission mechanisms, and other material characteristics of cryptographic tokens, token storage mechanisms (such as token wallets), blockchain technology, blockchain-like technology, and blockchain-based software systems to understand this Agreement and to fully appreciate the risks and implications of purchasing MemoryBank NFTs and you are able to bear the risks thereof, including the loss of all or part of the purchase price of any MemoryBank NFTs purchased.
Further, by utilizing these services you understand the risks associated with using a “hot wallet” to secure valuable digital assets, and users who use a “cold storage wallet” for their assets understand the proper security measures to implement regarding the use of such cold storage devices.
3.2 Blockchain Risks. You acknowledge that engaging in financial transactions on the blockchain has inherent risks and is susceptible to interruption. By using the MemoryBank you acknowledge, agree to, and accept the following risks.
a. Information transmission can be disrupted. You accept the risk that our Site could be affected by technical difficulties that impede your ability to obtain, view, or deliver information or execute transaction, including in time sensitive transactions. We do not control the public blockchains that you are interacting with.

b. Compromised Digital Wallets. The digital wallet which you use to access some of the MemoryBank Services can be accessed by anybody with access to that wallet’s seed phrase or private key or anybody who is granted access to it through smart contract, even if that seed phrase, private key, or granted access is done maliciously or unintentionally. MemoryBank is not responsible for any unauthorized access to or use of your digital wallet.

c. Cyberattacks may occur. You understand that fraud and cyberattacks occur and that your data may not be completely safe on any computer system or network. However, there are certain steps that you can take to protect the safety and security of your data and you agree to take reasonable measures to do so. Transactions on the Polygon blockchain are irreversible, and losses due to fraudulent or accidental transactions may not be recoverable.

d. Regulation. The regulatory status of cryptographic tokens, digital assets, and blockchain technology is unclear or unsettled in many jurisdictions. Further, while MemoryBank believes that MemoryBank NFTs are not securities, others may take a contrary position which may materially affect the MemoryBank Services or the MemoryBank NFTs. It is difficult to predict how or whether governmental authorities will regulate such technologies. It is likewise difficult to predict how or whether any governmental authority may make changes to existing laws, regulations, or rules that will affect cryptographic tokens, digital assets, blockchain technology, or its applications. Such changes could limit the MemoryBank Services or the transferability of MemoryBank NFTs.

e. Third-party services disruption. You understand and agree that the MemoryBank Services may require the use of third-party resources which are not under the direction or control of MemoryBank including third-party digital wallet providers, the Polygon blockchain, Internet browsers, or any other third party site, product, or service that you might access, visit, or use for the purpose of enabling you to use the various features of the MemoryBank Services. These resources may become unavailable during times of especially high traffic, or due to potential changes of access to those third-party resources. You accept the risk that interruption or inaccuracy of third-party services may impede your ability to obtain, view, or deliver information or execute transactions, including in time-sensitive transactions.

f. Risk of Fraud. Digital tokens and the holders of digital tokens are often the targets of individuals attempting to access those tokens through fraudulent or duplicitous means. The individuals perpetrating these frauds will often use QR codes, malicious links, or social engineering scams where they pose as legitimate actors such as MemoryBank to gain access to individuals’ digital wallet or the seed phrase which grants access to that digital wallet. Do not ever electronically store your seed phrase, give that seed phrase to others, or click on unknown links. Before interacting with a website or social media account, take extra care to confirm that is the official website or social media account of the intended party and not a person posing at that account/individual fraudulently. For example, there is a known scam through which bad actors have stolen digital assets by posing as the sponsor of a project and have posted social media or other links (which then install malware or compromise wallet credentials) pretending to “airdrop” new digital assets to existing holders. You should understand the common forms of fraud in the exchanges of digital assets and protect yourself against those risks.

g. Gas Fees. Transactions on the blockchain require the payment of a transaction fee (“Gas”) which funds the network of computers that confirm transactions on the blockchain. This means that you will need to pay Gas for each transaction that you enable via the Site or that results in a transfer of MemoryBank NFTs. Except as otherwise expressly set forth in this Agreement, you will be solely responsible to pay any Gas for any transaction (including failed transactions) that you prompt via the Site. The value of the Gas fees change, often unpredictably, and is entirely outside of the control of MemoryBank, and any sale or transfer of MemoryBank NFTs may fail if you do not have sufficient funds in your digital wallet to pay these Gas fees.

h. Polygon Blockchain. Transactions that involve MemoryBank NFTs are managed and confirmed via the Polygon blockchain, which is a proof of stake network, and a sidechain to the Ethereum blockchain. You understand that your Ethereum public address will be made publicly visible whenever you engage in a transaction involving a MemoryBank NFT.

MEMORYBANK WILL NEVER REQUEST THE PRIVATE KEY, PASSPHRASE, PASSWORD, OR SEED PHRASE INFORMATION NEEDED TO ACCESS YOUR DIGITAL WALLET OR ACCOUNT. Please use extreme caution when interacting with any links sent from a social media account or elsewhere from an individual claiming to be a MemoryBank representative. If you have any questions or concerns, please only contact an official MemoryBank representative at the email provided below. MemoryBank will NEVER do a stealth mint or airdrop claim without providing adequate time to prepare and research the veracity thereof. We will NEVER ask you to connect your digital wallet except through official communications on the Site. If you believe there is an individual or individuals improperly holding themselves out as MemoryBank representatives, please contact us at the email below so we can investigate.

4. USER ACCOUNT, REPRESENTATIONS, AND ACKNOWLEDGEMENTS

4.1 User Account. To access portions of the Site or the MemoryBank Services, you will be required to create a user account linked to a digital wallet or email address (“User Account”). The following conditions apply to the creation of a User Account.
a. Request for Information. MemoryBank may require you provide additional information as required by applicable laws and regulations or to investigate potential violations of this Agreement. Failure to provide that additional requested information may result in your access to MemoryBank Services being suspended or revoked. Additionally, MemoryBank may suspend your access to MemoryBank Services while it gathers and processes any information requested and received.

b. Account Security. To protect your User Account, you must keep your account details confidential including the seed phrase and private key of the digital wallet associated with your User Account. If you detect any unauthorized use, or if you know of or suspect a breach of security of either your User Account or any digital wallet linked to that User Account you should contact us as soon as practical.

c. Responsible for User Account. You are responsible for all activities that occur under your User Account, whether or not you know about or consent to them.

You agree and understand that certain legal restrictions may impede or restrict our ability to deliver the MemoryBank Services to you. You are solely responsible for determining whether use of the MemoryBank Services is permitted in the jurisdiction where you live, and you shall refrain from use of the Site or MemoryBank Services if such activity is not permitted in the jurisdiction where you live.
4.2 User Representations. You hereby represent, warrant, and acknowledge:
a. Legal Competence. You are legally competent to form a binding contract and have reached the age of majority in your jurisdiction.

b. Banned List. You are not listed on the Specially Designated Nationals (“SDN”) list maintained by the Office of Foreign Assets Control (“OFAC”) or any other similar list maintained by the United States Department of State, Department of Commerce or any other government authority or pursuant to any Executive Order of the President or any similar list in the jurisdiction in which you are located and your digital wallet addresses are not on any such list or controlled by a person on any such list.

c. Patriot Act. You have not been previously indicted for or convicted of any Patriot Act Offense (the term “Patriot Act Offense” can include any criminal violation relating to terrorism or money laundering, including offenses under the Patriot Act, the Bank Secrecy Act, the Money Laundering control Act of 1986, or criminal laws against terrorism or money laundering, and may also include conspiracy to commit, or aiding and abetting another to commit, a Patriot Act Offense).

d. Competitor. You are not a competitor of MemoryBank and are not using the MemoryBank Services for reasons that are in competition with MemoryBank.

e. Legal Restrictions. You are not restricted by law from purchasing due to being from, a resident of, or located in, Algeria, People’s Republic of China, Crimea region of Ukraine, Cuba, Donetsk region of Ukraine, Egypt, Guyana, Iran, Iraq, Libya, Luhansk region of Ukraine, Morocco, Nepal, North Korea, Russia, South Sudan, Sudan, Syria, or Yemen. Nor are you otherwise barred from using the MemoryBank Services under applicable law.

These user representations and warrantees are continuous, and you represent these user representations and warrantees will be true, accurate, and not misleading or deceptive each time you purchase a MemoryBank NFT or otherwise utilize the MemoryBank Services.
4.3. Termination of User Account. If you create your User Account with a compatible digital wallet, you may terminate your User Account at any time by following the steps under “Delete Account” and by disconnecting your wallet from the Site and MemoryBank Services, and revoking permissions for further connection to the same. You will not receive any refunds if you terminate your User Account, or if this Agreement is otherwise terminated. Your MemoryBank NFTs will remain in your digital wallet, but you will not be able to access the MemoryBank Services which require a User Account until you create such an account.
If you create your User Account using an email you may terminate your User Account at any time by following the steps under “Delete Account.” Note that if you fail to transfer any MemoryBank NFTs in your User Account prior to Termination of your User Account YOU MAY PERMANENTLY LOSE ACCESS TO THOSE MEMORYBANK NFTs. We encourage users utilize self-custodial digital wallets for this and other reasons. IN NO EVENT WILL MEMORYBANK BE RESPONSIBLE TO YOU FOR ANY LOSS OF MEMORYBANK NFTS AS A RESULT OF THE TERMINATION OF A USER ACCOUNT CONTAINING MEMORYBANK NFTS.
We reserve the right to suspend, cancel, or terminate your access to our Site or the MemoryBank Services, in our sole discretion, at any time, and without prior notice with or without cause. We may suspend, cancel, or terminate your User Account if we believe you are using it for a purpose that is unauthorized, improper, illegal, or that could harm our company, our customers, or third parties. In addition, if you fail to comply with any terms and conditions of this Agreement, then your access to our Site or the MemoryBank Services may be automatically terminated, without notice to you. You agree that we will not be liable to you or any third party for any termination of your account or access.
4.4 User Acknowledgements. By accessing the MemoryBank Services or purchasing MemoryBank NFTs, you knowledge and agree that:
a. Not Financial Products. MemoryBank NFTs are not intended for speculative use, are not sold or represented to be financial products, and nothing MemoryBank publishes is in any way financial advice.

b. Not Financial Services. MemoryBank is not providing, and will not provide, any fiduciary, advisory, brokerage, exchange or other similar services to you or any other person.

c. Not Custodians. MemoryBank is not a custodian for the purposes of the Corporations Act, and transfers of any MemoryBank NFTs are for transaction purposes only.

d. Digital Asset Volatility. MemoryBank NFTs could have extreme volatility in the secondary market, including potentially being worthless to secondary purchasers in the future. All actions by MemoryBank with regard to MemoryBank NFTs are done to increase the utility and ease of access to your MemoryBank NFTs and not to increase any value on secondary markets.

e. You Control Your MemoryBank NFTs. Other than as stated in this Agreement or any related agreements, MemoryBank does not and shall not have control over your MemoryBank NFTs. This gives you complete ownership, with the ability to transfer or sell as you would like. However, if those MemoryBank NFTs are taken from you by means of fraud or theft, MemoryBank is not, and cannot, be responsible for that loss. You acknowledge that you understand the benefits and risks which accompany self-custody of digital assets, and you full accept those risks.

5. RIGHTS TO USE

5.1 Content. The MemoryBank Services are data-driven and our Site is full of valuable content. When you access or use our Site or accept, acquire, inquire about, purchase, or seek MemoryBank Services, you may have access to and use of content, data, information, materials, functionality, a user interface and user experience, including, without limitation, analyses, audio-visuals, branding, code, data, formulas, graphics, images, listings, logos, music, offerings, performance metrics, programming, projections, reports, software, statements, summaries, text, tools, or works of authorship of any kind (collectively, “Site Content”) that have been conceived and created by (a) MemoryBank or its affiliates or their agents or third-party contractors (“MemoryBank Content"), (b) nonaffiliated third parties that provide content on various levels of licensing (“Third Party Content”), or (c) other users of MemoryBank Services (“User Content”) (together User Content with MemoryBank Content and Third Party Content, “Content”). MemoryBank Services also may allow you to upload content to the Site (“Your Content”). As between you and MemoryBank, (i) MemoryBank Content is and shall remain MemoryBank’s sole and exclusive property, (ii) Third Party Content is and shall remain the sole and exclusive property of the nonaffiliated third parties that license such Content, (iii) User Content is and shall remain the sole and exclusive property of the other users of MemoryBank Services who previously uploaded such Content to the Site, and (iv) Your Content is and shall remain your sole and exclusive property. For the sake of clarity, MemoryBank Content does not include open source software.
5.2 Third Party Content. Certain items of software code provided with the Content are subject to “open source” or “free software” licenses. Each item of Third-Party Content is licensed under the terms of the license that accompanies such Third-Party Content. Nothing in this document limits your rights under, or grants you rights that supersede, the terms and conditions of any applicable license for the Third-Party Content, including any rights to copy, modify, or distribute Third-Party Content under the applicable license.
Third Party Content also includes the audio/video content which is displayed on the MemoryBank NFT and the fuller version of that content available for viewing through ownership of a MemoryBank NFT. When you purchase a MemoryBank NFT, you own all personal property rights to that MemoryBank NFT (i.e., the right to sell or otherwise dispose of that MemoryBank NFT). Such rights, however, do not include the ownership of the intellectual property rights in the Third Party Content comprising the MemoryBank NFT (“MemoryBank NFT Content”).
Typically (but not necessarily) the owner of the MemoryBank NFT Content will be the artist whose performance the MemoryBank NFT Content depicts. You should refer to the purchase terms for any particular MemoryBank NFT and the terms released from the particular artist for the particular MemoryBank NFT you are interested in for a full description of the rights that owners of any particular MemoryBank NFT have over that particular MemoryBank NFT Content.
5.3 Right to Use. Unless specified otherwise in the purchase terms for any particular MemoryBank NFT, the owners of MemoryBank NFTs will have a worldwide, non-exclusive, non-transferable, royalty-free license to use, copy, and display the MemoryBank NFT Content associated with your purchased MemoryBank NFT solely for the following purposes: (i) for your own personal, non-commercial use; (ii) attempts to sell or otherwise dispose of the MemoryBank NFT consistent with the ownership of it; and (iii) as part of a third party offering compatible with the purchased MemoryBank NFT in the normal course of the permitted end-use of such offering, provided that no license is granted in any jurisdiction prohibited in Section 4.
5.4 Restrictions on use. You hereby acknowledge and agree that:
a. all Content is protected by copyright, patent, trademark, trade secret, proprietary, or other intellectual property rights and laws;

b. you will not use any meta tags or other hidden text or metadata utilizing any MemoryBank or third-party trademark, logo, URL, or product name without our express written consent;

c. you will not use or permit others to use Content for any unauthorized purposes (including, without limitation, for any direct marketing or telemarketing lists or applications);

d. you will not use Content in any way that violates any law, statute, ordinance, or regulation, or infringes upon the copyright, patent, trademark, trade secret, or other intellectual property or proprietary rights or rights of publicity or privacy belonging to MemoryBank, its affiliates, or any third party.

Additionally, you will not personally nor will you allow others to:
e. use, display, mirror or frame our Site or any individual element within MemoryBank Services or the Site, or the name, trademark, logo or other proprietary information, or the layout and design of any page or form contained on a Site or page belonging to MemoryBank, without our express written consent;

f. attempt to probe, scan, or test the vulnerability of our system or network or breach any security or authentication measures;

g. avoid, bypass, remove, deactivate, impair, de-scramble, or otherwise circumvent any technological measure implemented by us or any of our providers or other third party including another user to protect our Site, the MemoryBank Services, or Content;

h. send unsolicited or unauthorized advertising, promotional materials, email, junk mail, spam, chain letters or other form of solicitation;

i. forge any TCP/IP packet header or any part of the header information in any email or newsgroup posting, or in any way use the MemoryBank Services or Content to send altered, deceptive or false source-identifying information;

j. attempt to decipher, de-compile, disassemble or reverse engineer any of the software used on or in connection with our Site;

k. interfere with, or attempt to interfere with, the access of any user, host or network, including, without limitation, sending a virus or overloading, flooding, spamming, or mail-bombing our MemoryBank Services;

l. access or use the MemoryBank Services to collect from other users or store any other user’s personally identifiable information without their express written permission;

m. employ, operate, or create any computer program to simulate the human behavior of a user (“Bots”) on the Site (including the use or attempted use of Bots to purchase MemoryBank NFTs on the Site);

n. knowingly purchase or offer for sale any MemoryBank NFT which is stolen or otherwise taken from its rightful owner;

o. use or attempt to use another user’s account or wallet without authorization from that user; or

p. use the MemoryBank Services for money laundering, terrorist financing, or other illicit finance activity, to engage in price manipulation, fraud, or other deceptive, misleading, or manipulative activity, to buy, sell, or transfer stolen items, fraudulently obtained items, items taken without authorization, or any other illegally obtained items, or, unless expressly authorized in writing by MemoryBank to carry out any financial activities subject to registration or licensing.

You acknowledge sole responsibility for, and assume all risk arising from, your use of or reliance on any Third-Party Content. We reserve the right to investigate violations of this Agreement or other conduct that affects our Site, MemoryBank Services, our rights, or the rights of third parties. We may also consult and cooperate with law enforcement authorities to prosecute users who violate the law. MemoryBank reserves the right to immediately suspend your access to and use of the MemoryBank Services if MemoryBank suspects you have violated any obligations under this Agreement.
5.5 Your Content. By making any Your Content available through the MemoryBank Services, you hereby grant to MemoryBank and its affiliated companies an irrevocable, non-exclusive, transferable, sublicensable, worldwide, perpetual, royalty-free license with right to use, copy, modify, create derivative works based upon, publicly display, publicly perform, and distribute Your Content (a) in connection with operating and providing the MemoryBank Services, (b) for MemoryBank and its affiliated companies’ marketing and promotional purposes, and (c) in connection with any MemoryBank NFTs displayed on other secondary sites and resources to which Your Content relates.
You are solely responsible for all Your Content. You represent and warrant that you have (and will have) all rights that are necessary to grant us the license rights in Your Content under this Agreement, and that Your Content is and will at all times throughout your use of the MemoryBank Services remain accurate, complete, and truthful. You represent and warrant that Your Content, your use and provision of Your Content to be made available through the MemoryBank Services, and use of Your Content by MemoryBank, its affiliates, or other users on or through the MemoryBank Services will not 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. Without limiting any of your obligations set forth in Section 5, your agree not to post, upload, publish, submit, or transmit any Site Content, or use Your Content or any other Content in a manner, that: (i) infringes, misappropriates, or violates a third party's patent, copyright, trademark, trade secret, proprietary or other intellectual property rights, or rights of publicity or privacy; (ii) violates, or encourages conduct that violates, any applicable law or regulation or could 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.
5.6 Right to Remove Content. We reserve the right, but are not obligated, to monitor and to remove or disable access to any Content on the MemoryBank Services, including Your Content, and links, at any time, for any reason, and without notice, including without limitation if we, at our sole discretion, consider any such Content (including Your Content) objectionable, potentially in violation of applicable law, or in violation of this Agreement. We are not responsible or liable for the removal or deletion of (or the failure to remove or delete) Your Content
5.7 No Endorsements. We do not endorse any users of our MemoryBank Services nor do we endorse Third Party Content, User Content, Your Content, or other products or materials available through or on the MemoryBank Services. Our Site may contain links or promotions for products and services of third parties, including companies that pay marketing or referral fees to us. Our promotion of such third-parties is intended to be a convenience to you, to introduce you to the third party, and is not an endorsement of their services or products. You are never required to contact or use the services of the third parties mentioned to you by us. We disclaim any liability for any third-party information (including Third Party Content) or third-party products offered.
Third party sites will have their own terms of use, privacy policies, and security practices that are different than ours. It is your responsibility to read and understand the policies and practices of those sites before agreeing to use the site. You acknowledge sole responsibility for, and assume all risk arising from, your use of third-party sites or services.

6. TAXES

You are solely responsible for determining what, if any, taxes apply to your MemoryBank NFT related transactions, and any other transaction conducted by you. MemoryBank is not responsible for determining the taxes that apply to your transactions entered through the Site or otherwise involving any MemoryBank NFT, or any other related transaction, and is not to act as a withholding tax agent in any circumstances whatsoever.

7. CHILDREN

The Site and the MemoryBank Services are not intended for anyone under the age of eighteen (18) years old. We do not knowingly collect personal information from anyone under eighteen (18) years old. If you are under the age of eighteen (18) years old, do not use this Site, provide any information on this Site use any of the interactive features of this Site or the MemoryBank Services, or provide any information about yourself to us.

8. OWNERSHIP

When you purchase MemoryBank NFTs, own the underlying NFT completely. This means that you have the right to swap your MemoryBank NFTs, sell it, or give it away. Ownership of MemoryBank NFTs are mediated entirely by the Polygon blockchain. Except as otherwise permitted by this Agreement or in cases where we determine that a MemoryBank NFT has not been rightfully acquired from a legitimate source, at no point will we seize, freeze, or otherwise modify the ownership of any MemoryBank NFTs.
If violate this Agreement, we may, at our sole and absolute discretion, without notice or liability to you, and without limiting any of our other rights or remedies at law or in equity, immediately suspend or terminate your User Account or remove your access to token-gated sections of the Site or use the MemoryBank Services. If we remove your MemoryBank NFTs access, such action will not affect your ownership rights in any MemoryBank NFTs that you already own, but you will not receive a refund of any amounts you paid for those MemoryBank NFTs.

9. WARRANTY DISCLAIMERS

You understand that we cannot and do not guarantee or warrant that files available for downloading from the internet or the Site will be free of viruses or other destructive code. You are responsible for implementing sufficient procedures and checkpoints to satisfy your particular requirements for anti-virus protection and accuracy of data input and output, and for maintaining a means external to our site for any reconstruction of any lost data. TO THE FULLEST EXTENT PROVIDED BY LAW, WE WILL NOT BE LIABLE FOR (A) ANY LOSS OR DAMAGE CAUSED BY A DISTRIBUTED DENIAL-OF-SERVICE ATTACK, VIRUSES, OR OTHER TECHNOLOGICALLY HARMFUL MATERIAL THAT MAY INFECT YOUR COMPUTER EQUIPMENT, COMPUTER PROGRAMS, DATA, OR OTHER PROPRIETARY MATERIAL DUE TO YOUR USE OF OR ACCESS TO INFORMATION OBTAINED THROUGH THE SITE OR MEMORYBANK SERVICES, OR YOUR DOWNLOADING OF ANY MATERIAL POSTED OR LINKED TO THE SITE OR MEMORYBANK SERVICES, (B) ANY IDENTIFICATION, MISIDENTIFICATION, OR IMPERSONATION OF ANY USER OF THE MEMORYBANK SERVICES, OR (C) ANY LOSS OR DAMAGE ARISING FROM OR IN ANY MANNER IN CONNECTION WITH THIS AGREEMENT.
THE MEMORYBANK SERVICES AND CONTENT ARE PROVIDED “AS IS” AND “WHERE IS,” WITHOUT WARRANTY OF ANY KIND. WITHOUT LIMITING THE FOREGOING, WE EXPLICITLY DISCLAIM ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, QUIET ENJOYMENT AND NON-INFRINGEMENT, AND ANY WARRANTIES ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE. We make no warranty that the MemoryBank Services or any Content will meet your requirements or be available on an uninterrupted, secure, or error-free basis. We make no warranty regarding the quality, accuracy, timeliness, truthfulness, completeness or reliability of any information or content on the MemoryBank Services.
Transactions on the Site may utilize experimental smart contract and blockchain technology, including non-fungible tokens, cryptocurrencies, consensus algorithms, and decentralized or peer-to-peer networks and systems. You acknowledge and agree that such technologies are experimental, speculative, and inherently risky and may be subject to bugs, malfunctions, timing errors, hacking, and theft, or changes to the protocol rules of the Polygon blockchain (e.g., "forks" and “merges”), which can adversely affect the smart contracts and may expose you to a risk of total loss, forfeiture of your MemoryBank NFTs, or lost opportunities to buy or sell MemoryBank NFTs.

10. INDEMNIFICATION

You will indemnify, defend, and hold harmless MemoryBank, its affiliates and their respective officers, directors, employees, shareholders, contractors, and agents, from and against any and all 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 MemoryBank Services or any Content; (b) Your Content; (c) your violation of this Agreement or of any regulation or law in connection with the MemoryBank Services or this Agreement; or (d) the acts or omissions of any third party related to your use of the Site, MemoryBank Services, Your Content, or other Content..

11. DISPUTE RESOLUTION

11.1 Choice of Law. This Agreement and any action related thereto will be governed by the Federal Arbitration Act, federal arbitration law, and the laws of the State of Kansas without regard to its conflict of laws provisions. Except as otherwise expressly set forth in this Section 11, the exclusive jurisdiction for all Disputes (defined below) that you and MemoryBank are not required to arbitrate will be the state and federal courts located in Johnson County, Kansas and you and MemoryBank each waive any objection to jurisdiction and venue in such courts.
11.2 Mandatory Arbitration. You and MemoryBank agree that any claim, controversy, or dispute arising out of or relating to this Agreement, or the breach, enforcement, interpretation, termination, or validity of this Agreement or use of the Site, MemoryBank Services (collectively “Disputes”) will be resolved solely by binding, individual arbitration and not in a class, representative, or consolidated action or proceeding, except that you and MemoryBank retain the right to: (a) bring an individual action in small claims court if it qualifies; and (b) seek injunctive or other equitable relief in a court of competent jurisdiction to prevent (or enjoin) the infringement or misappropriation of a party’s patent, copyright, trademark, trade secret, or other intellectual property rights. The arbitration will be administered by the AMERICAN ARBITRATION ASSOCIATION ("AAA") in accordance with the Commercial Arbitration Rules and the Supplemental Procedures for Consumer Related Disputes (the "AAA Rules") then in effect. A party who desires to initiate arbitration must provide the other party with a written demand for arbitration as specified in the AAA Rules. The parties agree that the arbitrator will have exclusive authority to decide all issues relating to the interpretation, applicability, enforceability, and scope of this Section 11, and will be either a retired judge or an attorney licensed to practice law and will be selected by the parties from the AAA’s roster of arbitrators. If the parties are unable to agree upon an arbitrator within ten (10) days of delivery of the demand for arbitration, then either party may request that the AAA appoint the arbitrator in accordance with AAA Rules.
11.3 Arbitration Location, Procedure, and Fees. Unless you and MemoryBank otherwise agree, the arbitration will be conducted in Johnson County, Kansas. The parties agree that the arbitrator shall have exclusive authority to decide all issues relating to the interpretation, applicability, enforceability and scope of this arbitration agreement. Payment of all filing, administration and arbitrator fees will be governed by the AAA Rules. The prevailing party in any Dispute arising out of this Agreement shall be entitled to recover their reasonable attorneys' fees, costs, and expenses from the non-prevailing party.
11.4 Class Action Waiver. YOU AND MEMORYBANK 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 ACTION. If the parties’ Dispute is resolved through arbitration, the arbitrator shall not consolidate another person’s claims or 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 Section 11 other than the choice of law provisions shall be null and void.
11.5 Limitation of Liability. You acknowledge and agree that, to the maximum extent permitted by law, the entire risk arising from your use of the Site and MemoryBank Services remains with you.
TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER MEMORYBANK OR ANY OTHER OF ITS SERVICE PROVIDERS OR THIRD-PARTIES INVOLVED IN CREATING, PRODUCING, PROMOTING, OR DELIVERING THE SITE OR MEMORYBANK SERVICES WILL BE LIABLE FOR ANY INCIDENTAL, SPECIAL, EXEMPLARY, INDIRECT, OR CONSEQUENTIAL DAMAGES, LOST PROFITS, MULTIPLE OF DAMAGES, LOSS OF DATA OR GOODWILL, SERVICE INTERRUPTION, COMPUTER DAMAGE OR SYSTEM FAILURE, OR THE COST OF SUBSTITUTE SERVICES ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR FROM THE USE OR INABILITY TO USE THE SITE OR MEMORYBANK SERVICES, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY, OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT MEMORYBANK HAS 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.
TO THE FULLEST EXTENT PROVIDED BY LAW, IN NO EVENT WILL THE COLLECTIVE LIABILITY OF MEMORYBANK, ITS AFFILIATES, SERVICE PROVIDERS, EMPLOYEES, AGENTS, OFFICERS, AND DIRECTORS , TO ANY PARTY (REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT, OR OTHERWISE) EXCEED THE FEES YOU HAVE PAID MEMORYBANK. THE EXCLUSIONS AND LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN MEMORYBANK AND YOU. NOTWITHSTANDING THE FOREGOING, THE LIMITATIONS OF DAMAGES SET FORTH ABOVE DO NOT AFFECT ANY LIABILITY THAT CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.

12. GIVEAWAYS/PROMOTIONS

MemoryBank may, from time to time, run various giveaways or promotions. The terms and eligibility to participate in of those giveaways and promotions may vary. Unless otherwise stated in the giveaway rules, prizes are non-transferable. No substitution, cash redemption, assignment, or transfer of prize is permitted, except by MemoryBank, who reserves the right in its sole discretion to substitute a prize with another prize of greater or equal value. All federal, state, and local taxes, if any, related to a prize are the responsibility of the individual winner. Any disputes regarding giveaways or promotions shall be governed by this Agreement’s Indemnity, Dispute Resolution, and Limitation on Liability provisions.
MemoryBank reserves the right in its sole discretion to disqualify any individual it finds to be tampering with the giveaway process or operating in a way which is a violation of this Agreement, the giveaway rules, or in any unsportsmanlike or disruptive manner. Any attempt by any individual to deliberately undermine the legitimate operation of a giveaway may be in violation of criminal and civil laws and MemoryBank reserves the right to seek damages from any such person to the fullest extent permitted by law. All giveaways and promotions will be void where prohibited or restricted by law. Potential giveaway winners are subject to verification by MemoryBank, whose decisions are final and binding in all matters related to any giveaways or promotions.

13. GENERAL PROVISIONS

13.1 Survival. Expiration or termination of this Agreement shall not relieve the parties of any obligation that accrued before such expiration or termination. In addition to all other provisions contained in this Agreement that by their terms survive expiration or termination of this Agreement, the following provisions also shall survive expiration or termination of this Agreement: Sections XX (including all subparts).
13.2 Severability. If any provision of this Agreement, as applied to either party or to any circumstance, shall be adjudged by a court or arbitrator to be void and unenforceable, the same shall in no way affect any other provision of this Agreement or the validity or enforceability thereof.
13.3 Notices. To the fullest extent of the law, any notices or other communications provided by MemoryBank under this Agreement, including those regarding modifications, will be given to you by posting to the Site.
13.4 Interpretation. In resolving any dispute or construing any provision hereunder, there shall be no presumptions made or inferences drawn: (i) because the attorneys for one of the parties drafted the agreement; (ii) because of the drafting history of the agreement; or (iii) because of the inclusion of a provision not contained in a prior draft, or the deletion of a provision contained in a prior draft.
13.5 Provisions Contrary to Law. In performing this Agreement, the parties shall comply with all applicable laws and regulations. Nothing in this Agreement shall be construed so as to require the violation of any law, and wherever there is any conflict between any provision of this Agreement and any law, the law shall prevail, but in such event the affected provision of this Agreement shall be affected only to the extent necessary to comply with applicable law.
13.6 Entire Agreement. This Agreement constitutes the entire agreement between the parties as to the subject matter hereof, and all prior negotiations, representations, agreements (whether oral or written) and understandings are merged into, extinguished by and completely expressed by this Agreement.
13.7 Modifications. We may update this Agreement from time to time in our sole discretion. If we do, we will notify you by posting a revised Agreement on this page with a revised “Last Updated” date, and we may (but are not required to) send other communications notifying you of such an update. It is important that you review this Agreement whenever we update it.
MemoryBank may require you to provide consent to the updated Agreement in a specified manner before further use of the MemoryBank Services is permitted. Otherwise, by continuing to use the MemoryBank Services after we have posted an updated Agreement, 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 MemoryBank Services anymore.
Because our services are evolving over time, we may change or discontinue all or any part of the MemoryBank Services, at any time, at our sole discretion. If we discontinue the MemoryBank you still will own any NFTs which you purchased and the Agreement terms regarding for how you may use the graphics associated with those NFTs shall remain in effect.
13.8 Captions. The captions in this Agreement are for convenience of reference only and shall not govern the interpretation of any of the provisions hereof.

14. QUESTIONS OR FEEDBACK

If you have any questions about this Agreement, feedback on how to improve the Site or MemoryBank Services, or otherwise wish to contact MemoryBank, please submit via email at support@memory-bank.io.


NOTES:

• Assumedly, each actual sale and presale will have its own separate sales terms. This is where things like sales through credit cards will not be able to be transferred for a period of 90 days or whatever is necessary to prevent people who dispute the charges being able to retain the NFTs. These terms are intended to be the overarching term which will apply regardless of individual concert NFT purchased.