Terms of Use

Welcome to Membrane, a platform operated by and proprietary to Membrane Labs, Inc. (the “Platform”). The Platform provides Blockchain Users access to clearing, netting and settling tools for certain Digital Assets that are sent or received using the User’s own wallet(s) and on public Blockchains. Please note, the Platform does not host an order book and is not an exchange. The Platform does not have custody or control of a User’s digital assets, nor does it host private keys. Membrane Labs, Inc. and its affiliates offer software as a service products that provide connectivity tools for institutional customers. Membrane Labs, Inc. does not provide customers with any pre-negotiated arrangements with liquidity providers or other parties and customers are required to independently negotiate arrangements with liquidity providers and other parties bilaterally. Membrane Labs, Inc. is not party to any of these arrangements.

You agree and understand that by using the Platform, you are agreeing to enter into this user agreement (the “User Agreement”) by and between you and Membrane Labs, Inc., and be legally bound by its terms and conditions, so please read them carefully. Please also note that there may be specific terms or conditions applicable to you as a user in a given jurisdiction, as detailed herein. If any term or condition of this User Agreement is unacceptable to you, please do not visit, access, or use the Platform. Use of the words “we,” “us,” or “our” in this User Agreement refers to Membrane Labs, Inc. and any or all of its affiliates.

Please note that the section on Dispute Resolution contains an arbitration clause and class action waiver. By agreeing to this User Agreement, you agree to resolve all disputes through binding individual arbitration, which means that you waive any right to have the dispute decided by a judge or jury, and you waive any right to participate in collective action, whether that be a class action, class arbitration, or representative action.

Feel free to print and keep a copy of this User Agreement, but please understand that we reserve the right to change any of these terms and conditions at any time. You can always find the latest version of this User Agreement here on this page.

 

1. Using Our Services

By using the Platform, you represent and affirm that you are at least 18 years old, have the legal capacity to enter into this User Agreement by and between you and Membrane Labs, Inc., and agree to be legally bound by the terms and conditions of this User Agreement in their entirety. If you use the Services on behalf of another person or entity, you must have the authority to accept the Terms on their behalf.

You agree and understand that by logging into your account following any change to this User Agreement, your login shall constitute your agreement to the amended User Agreement by and between you and Membrane Labs, Inc., and you agree to be legally bound by its terms and conditions as amended. Among other things, this means that, if you log into your account following an amendment to this User Agreement, transactions that you or others have already undertaken, and benefits, could be affected by the amended terms and conditions of this User Agreement. See, for example, the ‘Account Termination’ section. You should, therefore, read this User Agreement from time to time. You agree and understand that we have the right to require your affirmative assent and continuing acceptance of this User Agreement, from time to time, as a condition of your access and use of the Platform, website, Membrane Labs Inc. mobile application or any other services described in this User Agreement (collectively, the “Membrane Services”) or logging into your account. If you do not agree to be bound by this User Agreement, you should not access or use any Membrane Services, or login to your account. Should you disagree to this User Agreement (including any changes or amendments), please close your account in accordance with the Account Closure section.

You agree and understand that we may modify part of or all of the Platform without notice. You agree and understand that part or all of the Platform may be periodically unavailable during scheduled maintenance or unscheduled downtime (collectively, “Downtime”). You agree and understand that we are not liable or responsible to you for any inconvenience or damage to you as a result of Downtime.
The Platform is highly experimental and risky and should be directly evaluated by experts in Blockchain technologies before use. Use the Platform solely at your own risk.

Applicable Laws and Regulations

Your conduct on the Platform is subject to the laws, regulations, and rules of any applicable governmental or regulatory authority (the “Applicable Laws and Regulations”), which may include:

• Money Service Business (“MSB”) regulations under the Financial Crimes Enforcement Network (“FinCEN”);
• State money transmission laws;
• Laws, regulations, and rules of relevant tax authorities;
• Applicable regulations and guidance set forth by FinCEN;
• The Bank Secrecy Act of 1970 (“BSA”);
• The USA PATRIOT Act of 2001 (“Patriot Act”);
• AML/CTF provisions as mandated by U.S. federal law and any other rules and regulations regarding AML/CTF;
• Issuances from the Office of Foreign Assets Control (“OFAC”);
• The New York Banking Law (the “NYBL”);
• Regulations promulgated by the New York Department of Financial Services (“NYSDFS”) from time to time.
  The National Futures Association (“NFA”);
• The Financial Industry Regulatory Authority (“FINRA”); and
  The Commodity Exchange Act (“CEA”).

In order to use the Platform and the Membrane Services, you must first successfully provide the required identification information pursuant to our Anti-Money Laundering (“AML”) Compliance Program (“AML Program”).

You unequivocally agree and understand that by signing up to use the Platform and opening an account and using the Platform in any capacity, you agree and understand to act in compliance with and be legally bound by this User Agreement as well as the Applicable Laws and Regulations. For the avoidance of doubt, the receipt of all platform fee discounts and rebates and continued use of your account is conditioned on continued adherence at all times to this User Agreement and all Applicable Laws and Regulations.

Digital Assets
As used herein, “Digital Asset” means a digital asset (also called a “cryptocurrency,” “virtual currency,” “digital currency,” or “virtual commodity”), such as bitcoin or ether, which is a digital representation of value based on (or built on top of) a cryptographic protocol of a computer network.

Blockchain
As used herein, “Blockchain” is a list of transactions that anyone can view and verify. The Bitcoin Blockchain, for example, contains a record of every time someone sent or received bitcoin.

 

2. Your Membrane Account

 Account Opening
Only individuals or entities that have opened an account (“Membrane Account”) and successfully completed our AML Program are considered Platform customers (each, a “Membrane Customer”). If you would like to interact with another individual or entity, this individual or entity must have a Membrane Account. If you would like to invite another individual or entity that does not have an existing Membrane Account to use the Platform, this individual or entity must register for a Membrane Account and successfully complete our AML Program.

Subject to our AML Program, a Membrane Account may be opened on behalf of an entity by a beneficial owner or designated representative of the entity. By doing so, you warrant and agree that you are a beneficial owner and/or designated representative of the said entity. If you would like to provide access to your Membrane Account to another individual or entity, this individual or entity must register for a User Account and successfully complete our AML Program. You agree that you will not allow any persons who have not successfully completed our AML Program to access or use your Membrane Account. You hereby authorize us, or a third-party service provider, to take any measures that we consider necessary to verify and authenticate your identity, confirm the information you submit about your linked bank account, and to take any action we deem necessary based on the results. To the extent that you would like more information on completing our AML Program, or adding another person to your account, please email legal@membranelabs.com.

Access to your Membrane Account is limited solely to the individuals who have successfully registered and opened an associated User Account. You agree that you will not grant any person access to your User Account, except as described herein, as granting access may violate Applicable Laws and Regulations.

Account Access
You are only permitted to access your Membrane Account using your User Account login credentials and other required forms of authentication. We require multi-factor authentication to keep your User Account safe and secure.

You agree that your User Account login credentials and any other required forms of authentication, where applicable, have been chosen by you, when applicable. You also agree to keep your User Account login credentials and any other required forms of authentication, confidential and separate from each other, as well as separate from any other information or documents relating to your Membrane Account and your User Account.

You agree and understand that your disclosure of login information to third parties may negate our user authentication measures and allow unauthorized access to your account. You agree that we cannot be held liable for unauthorized access or other loss resulting from your disclosure or other transmission, whether intentional or inadvertent, of your login information to third parties.

You agree and understand that you are solely responsible (and you will not hold us responsible) for managing and maintaining the security of your User Account login credentials and any other required forms of authentication. You further agree and understand that we are not responsible (and you will not hold us responsible) for any unauthorized access to or use of your User Account or your Membrane Account.

You agree and understand that you are responsible for monitoring your User Account and Membrane Account. If you notice any unauthorized or suspicious activity in your account, including any potential ransomware payments or transactions that may involve Sanctioned Persons, please email legal@membranelabs.com and notify us immediately.

Account Communication
You agree and understand that all communication with you will be via email. We will use the email address on record for your User Account as our primary means of communicating with you. You acknowledge and understand that this is the only authorized way to contact us. You agree that we cannot be held liable for unauthorized access to your account or other loss resulting from such fraud or other malfeasance by third parties. To ensure that you receive all of our communications, you agree to keep your email address up-to-date and immediately notify us if there are any changes. Delivery of any communication to the email address on record is considered valid. If any email communication is returned as undeliverable, we retain the right to block your access to the Platform until you provide and confirm a new and valid email address.

Account History
Your transaction history (“Transaction History”) may be reviewed on the Platform by Membrane. Your Transaction History contains all of your trading activity, including pending transactions; however, please note that nothing in your Transaction History should be treated as a valuation. We use commercially reasonable efforts to assure that the information contained in the notices we send you and your Transaction History is accurate and reliable; however, please understand that errors may sometimes occur, and such errors do not impact the actual means and results of a given transaction. Any transaction listed in your Transaction History or other communication including, but not limited to, receipts sent to your email on record shall be deemed and treated as authorized and correct, approved, and confirmed by you unless we receive Written Notice (as defined herein) to the contrary within three calendar days from the date the communication was sent.

It is important for you to understand that it is your sole responsibility to review your Transaction History and any notices. You also understand that for the purposes of review and acknowledgment, you agree to be deemed to have reviewed your Transaction History and all notices on at least a monthly basis. If for any reason you are unable to do so, or you do not receive our communications, it is your responsibility to notify us immediately. You understand that every communication sent to your email on record will be deemed to have been acknowledged as correct, approved, and confirmed by you unless we have received Written Notice to the contrary within three calendar days from the date the communication was sent. We retain the right to make changes or adjustments to your Membrane Account as necessary and appropriate, and in our sole discretion, to comply with any Applicable Laws and Regulations or to ensure market integrity.

Account Closure
You may close any of your accounts at any time. You agree and understand that closing an account will not affect any rights and obligations incurred prior to the date of account closure. You may be required to either cancel or complete all open orders and, in accordance with the provisions of this User Agreement. You are responsible for any fees, costs, expenses, charges, or obligations (including, attorney and court fees or transfer costs of Digital Assets) associated with the closing of your account. If the costs of closing of your account exceed the value in your account, you will be responsible for reimbursing us. You may not close any of your accounts to avoid paying any fees otherwise due or to avoid any examination related to our AML Program.

Account Suspension
You agree and understand that we have the right to immediately (i) suspend your account and all accounts beneficially owned by you and any members of your household or for which you are a representative or authorized signatory and, in the case of entities, any affiliates (each, a “Related Account”), and (ii) suspend your access to Membrane, until a determination has been made, if we suspect, in our sole discretion, you and/or any such accounts to be in violation of:

• Any provision of this User Agreement;
• Any Applicable Laws or Regulations;
• Our AML Program;
• Our Platform Conduct Rules.
• at any time since the opening of such account or Related Account (each, a “Conduct Violation”).

You further agree and understand that we have the right to immediately (i) suspend your account and any Related Account, and (ii) (iii) suspend your access to the Platform until a determination has been made, if:

• We are required to do so by a regulatory authority, court order, facially valid subpoena, or binding order of a government authority;
• The account is, or is related to any account that is, subject to any pending litigation, investigation, or governmental proceeding;
• The account has a negative balance for any reason;
• The account has a balance that needs to be reconciled for any reason;
• We believe someone is attempting to gain unauthorized access to the account;
• We believe there is unusual activity in the account;
• We believe your account was used to send or receive a ransomware payment;
• We believe you are using the Platform, your login credentials, or other account information in an unauthorized or inappropriate manner;
• The account is being accessed from a jurisdiction where we do not offer Membrane Services; or
• The account has not been accessed in one year or more.

If your account has been suspended, you will be notified when accessing the Platform. We may, in our sole discretion, give Written Notice that your account has been suspended and may, in our sole discretion, disclose the reasons for suspension, if permitted to do so by law.

Account Investigations
You agree and understand that we have the right to immediately investigate your account and any Related Account, if we suspect, in our sole discretion, that you or any such account has committed a Conduct Violation or otherwise been engaged in Prohibited Use or suspicious activity. You further agree and understand that we have the right to immediately investigate your account and any Related Account, if:

• We are required to do so by a regulatory authority, court order, facially valid subpoena, or binding order of a government authority;
• The account is, or is related to any account that is, subject to any pending litigation, investigation, or governmental proceeding;
• The account is, or is related to any account that is, the property of a Sanctioned Person;
• The account was used to facilitate a ransomware payment;
• The account has not been accessed in two years or more.

We may, in our sole discretion, give Written Notice that your account is the subject of an investigation and may, in our sole discretion, share the general nature of the investigation, if permitted to do so by law.

You agree and understand that upon our request and within the time frame designated by us, you and any related party are obligated to respond to any interrogatories in writing and to furnish any documentary materials and other information in connection with any investigation initiated pursuant to this User Agreement. You agree and understand that neither you nor any related party shall impede or delay any investigation or proceeding conducted pursuant to this User Agreement, nor refuse to comply with any request made pursuant to this User Agreement.

Following the conclusion of an investigation, Membrane will make, in its sole discretion, a determination based upon the weight of the evidence. If a suspected Conduct Violation pertains to our Platform Conduct Rules, we may consider a variety of factors in assessing whether your conduct violated our Platform Conduct Rules, including:

• Whether your intent was to induce others to transact when they otherwise would not have;
• Whether your intent was to create misleading activities;
• Market conditions in the impacted market(s) and related markets;
• The effect on other market participants;
• Your historical pattern of activity;
• Your ability to manage the risk associated with your order(s) if fully executed;
• The duration between, and frequency of, non-actionable messages;
• The prices of preceding and succeeding bids, offers, and trades;

You agree and understand that if your account or any Related Account is determined, in our sole discretion, to have committed a Conduct Violation, we have the right to terminate any such accounts and take any and all necessary and appropriate actions pursuant to this User Agreement or Applicable Laws and Regulations.

Account Termination
You agree and understand that we have the right to terminate your access to the Platform and any account at any time and for any reason, including for violation of this User Agreement or Applicable Laws and Regulations, and that if we do so, your rights and obligations under this User Agreement will continue. You further agree and understand that we have the right to take any and all necessary and appropriate actions pursuant to this User Agreement or Applicable Laws and Regulations. Subject to any rights Membrane may have against the balance of your account, if there is a Digital Asset balance remaining in your account, you agree to provide us with a Digital Asset address within seven calendar days upon receiving Written Notice, so that we can return the remaining Digital Assets to you. If you fail to do so, you hereby agree that we are permitted to sell any remaining Digital Assets on the open market at a price within 5% of the Prevailing Market Price and return the proceeds (less any trading fee discounts, rebates, and/or damages to which we are entitled) to any account linked to your account.

Legal Process
You agree and understand that we, as well as our affiliates, service providers, their respective officers, directors, agents, joint venturers, employees, and representatives (collectively, the “Membrane Service Providers”), may comply with any writ of attachment, execution, garnishment, tax levy, restraining order, subpoena, warrant or other legal process, which any of us reasonably and in good faith believe to be valid. We and any Membrane Service Provider may, but are not required to, notify you of such process by electronic communication. We and any Membrane Service Provider may charge you for associated costs, in addition to any legal process fees. You agree to indemnify, defend, and hold all of us harmless from all actions, claims, liabilities, losses, costs, attorney’s fees, or damages associated with our compliance with any process that any of us reasonably believe in good faith to be valid. You further agree that we and any Membrane Service Provider may honor any legal process, regardless of the method or location of service.

 

3. Payments and Fees

You will pay all fees charged to your account (“Fees”) according to the prices and terms on the applicable pricing page, or as otherwise agreed between us in writing. We have the right to correct pricing errors or mistakes even if we have already issued an invoice or received payment. You will provide complete and accurate billing information including a valid and authorized payment method. We will charge your payment method on an agreed-upon periodic basis, but may reasonably change the date on which the charge is posted. You authorize Membrane Labs Inc. and its affiliates, and our third-party payment processor(s), to charge your payment method for the Fees. If your payment cannot be completed, we will provide you written notice and may suspend access to the Services until payment is received. Fees are payable in U.S. dollars and are due upon invoice issuance. Payments are nonrefundable except as provided in this User Agreement.

Unless otherwise stated, Fees do not include federal, state, local, and foreign taxes, duties, and other similar assessments (“Taxes”). You are responsible for all Taxes associated with your purchase, excluding Taxes based on our net income, and we may invoice you for such Taxes. You agree to timely pay such Taxes and provide us with documentation showing the payment, or additional evidence that we may reasonably require. Membrane Labs Inc. uses the name and address in your account registration as the place of supply for tax purposes, so you must keep this information accurate and up-to-date.

We may change our prices by posting notice to your account and/or to our website. Price increases will be effective 14 days after they are posted (as defined in our Terms), which will be effective immediately. Any price changes will apply to the Fees charged to your account immediately after the effective date of the changes.

You agree and understand that we have the right to offset any and all debts owed to Membrane Labs Inc. through the offset of balances of your account or any Related Account.

Right of Offset
You agree and understand that we have the right to offset any and all debts owed to Membrane through the offset of balances of your account or any Related Account.

 

4. AML Compliance

Our AML Program is guided by the AML and Counter-Terrorist Financing (“CTF”) provisions, as mandated by U.S. federal law, the Patriot Act, and all other relevant rules and regulations regarding AML and CTF. These standards are designed to prevent the use of the Platform for money laundering or terrorist financing activities. We take compliance very seriously and it is our policy to take all the necessary steps to prohibit fraudulent transactions, report suspicious activities, and actively engage in the prevention of money laundering and any related acts that facilitate money laundering, terrorist financing, sanctions evasion, or any other financial crimes.

Know Your Customer (KYC) Procedures
When you sign up for a Membrane Account, applicable regulations require us to collect: full legal name, date of birth, address, phone number, social security number, and personal indemnification documentation.

Patriot Act Notification
Please also note that Section 326 of the USA PATRIOT ACT requires all financial institutions to obtain, verify, and record information that identifies each person who opens an account. This federal requirement applies to all new users. This information is used to assist the United States government in the fight against the funding of terrorism and money-laundering activities. What this means to you: when each person opens an account on the Platform, we will ask each person for his or her name, physical address, mailing address, date of birth, and other information that will allow us to identify him or her.

Background Checks
In furtherance of our AML Program, we reserve the right to require you to provide us with additional information or require you to undergo a background check prior to being authorized to use the Platform, or at any point thereafter, in accordance with Applicable Laws and Regulations.

Source of Funds
You agree, represent, and warrant that all funds related to your activities on the Platform are not the direct or indirect proceeds of any criminal or fraudulent activity. You are not allowed to use funds in transactions related to your account from a sender other than yourself. We reserve the right to investigate the source of any funds related to your account.

Sanctions Programs
Pursuant to the economic sanctions programs administered in the countries where we conduct business, including the U.S. Department of Treasury’s Office of Foreign Assets Control (“OFAC”), we are prohibited from providing services or entering into relationships with certain individuals and institutions. If we are required, in accordance with an OFAC sanctions program, other applicable government sanctions programs, or our policies designed to comply with these sanctions programs, we may: (i) suspend your account; (ii) terminate your account; and (iii) restrict your account. We are not responsible for any losses, whether direct or indirect, that you may incur as a result of our complying with Applicable Law and Regulations, the guidance or direction of any regulatory authority or government agency, or any writ of attachment, lien, levy, subpoena, warrant, or other legal order.

You may not use any of our services that we provide if: (i) you are in, under the control of, or a national or resident of any country or region subject to sanctions or embargoes issued by OFAC, the U.S. Department of State, the United Nations, the UK’s HM Treasury’s financial sanctions regime, or any other applicable government authority (each, a “Prohibited Jurisdiction”); (ii) you are on OFAC’s Specially Designated Nationals List, the U.S. Commerce Department’s Denied Persons List, Unverified List, Entity List, HM Treasury’s financial sanctions regime, or any similar list of restricted persons issued by an applicable government authority (each, a “Governmental Watchlist”) ((i) and (ii), a “Sanctioned Person”); or (iii) you intend to offer any services that we provide on the Platform to any Prohibited Jurisdiction or Sanctioned Person.

Prohibited Activity
Membrane does not permit the use of the Platform for any prohibited activity in a Membrane Account, including: use on any dark market, ransomware, mixing service (i.e., a mixer or tumbler used to obscure the source of funds), or illegal activity that would violate, assist in violation of, or cause Membrane to violate any Applicable Laws and Regulations (as defined in the Applicable Laws and Regulations section), or which would involve proceeds of any unlawful activity (collectively, “Prohibited Activity”); You agree and understand that we have the right to immediately (i) suspend your account and any related account and (ii) suspend your access to Membrane, if we suspect, in our sole discretion, any such accounts to be in violation of our Prohibited Activity policy.

Platform Conduct Rules
You agree to abide by and understand that we enforce the following Platform standards of conduct rules (“Platform Conduct Rules”) designed to prevent the use of Membrane for disruptive or manipulative conduct or deceptive practices. We take our Platform Conduct Rules very seriously and it is our policy to take all the necessary steps to prohibit manipulative conduct or deceptive practices. The following are strictly prohibited on Membrane:

Fraud and Misrepresentation. Neither you nor any related party shall engage or attempt to engage in any fraudulent act or engage or attempt to engage in any scheme to defraud, deceive or trick, in connection with or related to any trade or other activity related to the Platform. This includes providing any false, inaccurate, or misleading information.

Platform Manipulation. Any activity that violates Applicable Law or Regulation concerning the integrity of trading markets, including manipulative tactics.

Cyberattack. Any activity that seeks to interfere with or compromise the integrity, security, or proper functioning of any computer, server, network, personal device, or other information technology system, including the deployment of viruses and denial of service attacks.
Collection of User Data. Any activity that seeks to collect, harvest, or assemble any data or information regarding any other user without their consent. This includes, the email addresses, usernames, or passwords of other users.

Intellectual Property Infringement. Any activity that infringes on or violates any copyright, trademark, service mark, patent, right of publicity, right of privacy, or other proprietary or intellectual property rights under the law.

Disrepute Upon You or Membrane. Neither you nor any related party may access the Platform in any way which could be expected to bring disrepute upon you or Membrane.

Acts Detrimental to Membrane. It is a violation of this User Agreement to engage in any act detrimental to Membrane, including any conduct that is inconsistent with the ‘General Standards of Business Conduct’ promulgated by FINRA and the NFA that govern just and equitable principles of trade. Abusive practices, including disruptive, fraudulent, noncompetitive, or unfair actions are strictly prohibited.

Intimidation/Coordination. It is a violation of this User Agreement to engage, directly or indirectly, in any conduct that threatens, harasses, coerces, intimidates, or otherwise attempts improperly to influence another market participant or any other person.

Any Other Unlawful Conduct. Any activity which would violate, or assist in violation of, any law, statute, ordinance regulation or sanctions programs administer in the countries where we conduct business, including OFAC, or which would involve proceeds of any unlawful activity.

5. Digital Asset and Fiat Networks

 You understand that we do not own or control the underlying software protocols of Digital Asset Networks which govern the operation of Digital Assets or any banking networks that govern the operation of fiat transfers. You agree and understand that: (i) we are not responsible for the operation of the underlying protocols or banking networks, and (ii) we make no guarantees regarding their security, functionality or availability.

Supported Networks
You agree and understand that we support, in our sole discretion, certain Digital Asset Networks on the Platform (each, a “Supported Network”). Supported Networks are as follows:

• Bitcoin Network
• Ethereum
• Litecoin
• Bitcoin Cash
• Others that may be added and available on the Platform from time to time

You agree and understand that a Digital Asset Network is not a Supported Network (each, an “Unsupported Network”), unless it is explicitly named as a Supported Network herein. You also agree and understand that we may, in our sole discretion, choose to support an Unsupported Network and make it a Supported Network on the Platform at any time. You further agree and understand that we may, in our sole discretion, choose to no longer support a Supported Network on the Platform and make it an Unsupported Network at any time.

Supported Digital Assets and Waiver of Conflicts
You agree and understand that we support, in our sole discretion, certain Digital Assets of Supported Networks on the Platform (each, a “Supported Digital Asset”). Supported Digital Assets are as follows:

• Bitcoin
• Ethereum
• Litecoin
• Bitcoin Cash
• Others that may be added and available on the Platform from time to time

You agree and understand that a Digital Asset of an Unsupported Network or a Digital Asset that operates “on top of” a Supported Network is not a Supported Digital Asset (each, an “Unsupported Digital Asset”), unless it is explicitly named as a Supported Digital Asset herein. You also agree and understand that we may, in our sole discretion, choose to support an Unsupported Digital Asset and make it a Supported Digital Asset on the Platform at any time. You further agree and understand that we may, in our sole discretion, choose to no longer support a Supported Digital Asset on the Platform and make it an Unsupported Digital Asset at any time.

Digital Asset Transactions
When you send and receive Digital Assets and utilize the Platform (“Transfers”), such transfers are executed at your instruction. You should verify all transaction information prior to submitting instructions. Membrane shall bear no liability or responsibility in the event you enter an incorrect Blockchain destination address, incorrect Destination Tag/Memo, or if you send your Digital Assets to an incompatible wallet. We do not guarantee the identity or value received by a recipient of a Transfer. Digital Asset transfers cannot be reversed once they have been broadcast to the relevant Digital Asset Network, although they may be in a pending state, and designated accordingly, while the transaction is processed by network operators. Membrane does not control the Digital Asset network and makes no guarantees that a Digital Asset transfer will be confirmed by the network. We may cancel or refuse to process any pending Digital Asset Transfers as required by law or any court or other authority to which Membrane is subject in any jurisdiction. Additionally, we may require you to wait some amount of time after completion of a transaction before permitting you to use further Membrane Services or before permitting you to engage in transactions beyond certain volume limits.

By initiating a Transfer, you attest that you are transacting in a Supported Digital Asset that confirms to the particular wallet address to which funds are directed. For example, if you select an Ethereum wallet address to receive funds, you attest that you are initiating a Transfer of Ethereum alone, and not any other digital asset such as Bitcoin or Ethereum Classic.

Fiat Transfers, Networks and Financial Information
With your consent, we access and display information relating to certain accounts at financial institutions (“Bank Information”) and transmit such information through the Platform. Such information may include: a. financial transaction history, for example, transaction amount, data, description and currency; b. financial account details, for example, account number, type, currency and balance; and c. financial account holder information, for example, name, address, phone number, and email address.

By providing us with your Banking Information, you confirm that you have all the necessary rights, permissions and authority to share your Banking Information with us, and you grant us explicit consent to use your Banking Information on your behalf and at your direction in order to provide you with the Services. As such, we may share your Banking Information with third parties as directed by you or display your Banking information to you on the Platform.

Neither Membrane Labs Inc. or its affiliates shall be liable for any typos or keystroke errors that you may make when using the Service. MEMBRANE DOES NOT OFFER A PROTECTION PROGRAM FOR PAYMENTS MADE WITH THE SERVICE. If you have a question about a fiat transfer that you received or expected to receive, then you should contact the sender first and attempt to resolve the issue.

 

6. Proprietary Rights and Limitations on Use

 The Platform is our proprietary platform. You may be given access to Confidential Information of Membrane Labs Inc., its affiliates and other third parties. You may use Confidential Information only as needed to use the Services as permitted under this User Agreement. You may not disclose Confidential Information to any third party, and you will protect Confidential Information in the same manner that you protect your own confidential information of a similar nature, using at least reasonable care. Confidential Information means nonpublic information that Membrane Labs Inc. or its affiliates or third parties designate as confidential or should reasonably be considered confidential under the circumstances, including software, specifications, and other nonpublic business information. Confidential Information does not include information that: (i) is or becomes generally available to the public through no fault of yours; (ii) you already possess without any confidentiality obligations when you received it under these Terms; (iii) is rightfully disclosed to you by a third party without any confidentiality obligations; or (iv) you independently developed without using Confidential Information. You may disclose Confidential Information when required by law or the valid order of a court or other governmental authority if you give reasonable prior written notice to Membrane Labs Inc. and use reasonable efforts to limit the scope of disclosure, including assisting us with challenging the disclosure requirement, in each case where possible.

The Platform is protected by copyright and other intellectual property laws. You agree and understand not to modify, copy, reproduce, retransmit, distribute, sell, publish, broadcast, create derivative works from, or store the Platform source code or similar proprietary or confidential data or other similar information provided via the Platform, without our express prior written consent. You may not use the Platform for any unlawful purpose.

Except any open-source software or other material incorporated into the Platform, the Platform and its entire contents, features, and functionality (including all information, software, text, displays, images, video, and audio, and the design, selection, and arrangement thereof) are owned by us, our licensors, or other providers of such material. Provided that you are eligible, we hereby grant you a non-assignable and non-exclusive personal license to use the Platform. This license is freely revocable by us at any time without notice or cause.

You may not (i) use the Platform or the Services in a way that infringes, misappropriates or violates any person’s rights; (ii) reverse assemble, reverse compile, decompile, translate or otherwise attempt to discover the source code or underlying components of models, algorithms, and systems of the Services (except to the extent such restrictions are contrary to applicable law); (iii) use output from the Services to develop models that compete with Membrane Labs Inc.; (iv) except as permitted through the API, use any automated or programmatic method to extract data or output from the Services, including scraping, web harvesting, or web data extraction; or (v) buy, sell, or transfer API keys without our prior consent. You will comply with any rate limits and other requirements in our documentation.

We appreciate feedback, comments, ideas, proposals and suggestions for improvements. If you provide any of these things, we may use it without restriction or compensation to you.

Service Modifications
You agree and understand that we may modify part of or all of the Platform without notice.

 

7. Assumption of Risk

 By accessing and using the Platform, you represent that you are financially and technically sophisticated enough to understand the inherent risks associated with using cryptographic and Blockchain-based systems, and that you have a working knowledge of the use and intricacies of Digital Assets and other digital tokens such as those following the Ethereum Token Standard (ERC-20). In particular, you understand that Blockchain-based transactions are irreversible.

You further understand that the markets for Digital Assets are highly volatile due to factors including adoption, speculation, technology, security, and regulation. You acknowledge and accept that the cost and speed of transacting with cryptographic and block-chain based systems such as Ethereum are variable and may increase dramatically at any time. Additionally, you acknowledge that Membrane is not responsible for any of these variables or risks and cannot be held liable for any resulting losses that you experience while using or accessing the Platform. Accordingly, you understand and agree to assume full responsibility for all the risks of accessing and using the Platform to interact with the Blockchains and Digital Assets thereon.

In addition, using the Blockchains may require that you pay a fee, such as gas charges on the Ethereum network to perform a transaction. You acknowledge and agree that we have no control over any transactions that you take, the method of payment of any transaction, or any actual payments of transactions. You must ensure that you have a sufficient balance to complete any transaction on the relevant Blockchain before initiating such transaction. Consequently, you are expected to be familiar with the Blockchains and the risks they represent (including the possibility your Digital Assets may be lost for any reason) before accessing it (whether or not via the Platform).

You agree and understand that you are solely responsible for determining the nature, potential value, suitability, and appropriateness of these risks for yourself, and that Membrane does not give advice or recommendations regarding Digital Assets or Blockchain. You agree and understand that your access and use of the Platform is at your own risk; however, this brief statement does not disclose all of the risks associated with Digital Assets, Blockchain, and using the Platform. Therefore, you should carefully consider whether such use is suitable for you in light of your circumstances and financial resources. You should be aware that you may sustain a total loss of the Digital Assets in your Membrane Account.

 

8. Third-Party Websites

 Membrane may link to other websites operated by or with content provided by third parties and such other websites may link to our website. You agree and understand that Membrane has no control over any such other websites or their content and will have no liability arising out of or related to such websites or their content. The existence of any such links does not constitute an endorsement of such websites, their content, or their operators. Membrane is providing these links to you only as a convenience.

 

9. Third-Party Service Providers

 You agree and understand that we may use third parties to gather, review, and transmit your data and activity from one or more of your financial institutions to us. By using the Platform, you agree to grant third-party providers that we may engage the right, power, and authority to access and transmit your data, activity, and personal and financial information from one or more of your financial institutions to us in accordance with and pursuant to their terms and conditions, privacy policy, or other policies.

 

10. Tax Advice

 You agree and understand that Membrane does not provide legal, tax, or investment advice, and to the extent you deem necessary, you will consult with qualified professionals in your own jurisdiction prior to using the Platform or implementing any financial plan.

 

11. Investment Advice

You agree and understand that all investment decisions are made solely by you. Notwithstanding anything in this User Agreement, you agree and understand that we accept no responsibility whatsoever for, and shall in no circumstances be liable to you in connection with, your decisions. You agree and understand that under no circumstances will the operation of the Platform and your use of the Platform be deemed to create a relationship that includes the provision of or tendering of investment advice.

 

12. General Provisions

 
Agreement to be Bound
You agree and understand to be legally bound by the terms and conditions set forth in this User Agreement and that this User Agreement governs your use of the Platform and the services we provide. By clicking “I AGREE,” during the account opening process, you agree and understand to be legally bound by the terms and conditions of this User Agreement and agree and understand that you have received the disclosures set forth herein. If you do not agree to be legally bound by the terms and conditions of this User Agreement, do not click “I AGREE” and please do not visit, access, or use the Platform in any capacity or manner. Whether or not you click “I AGREE,” if you sign up for an account and use the Platform in any capacity or manner, you agree, by virtue of any such action, to be legally bound by the terms and conditions of this User Agreement (including any changes or amendments) in their entirety.

Disclaimer of Warranties
For the avoidance of doubt, neither we nor any Membrane Service Provider are giving investment advice, tax advice, legal advice, or other professional advice by allowing you to use Membrane or the services we or any Membrane Service Provider. In addition, neither we nor any Membrane Service Provider recommend, or endorse that you buy or sell Digital Assets, including bitcoin, or any other asset, or that you make any investment or enter into any trade. Before engaging in any trading or investment activity, you should always consult a qualified professional.

THE SERVICES WE AND MEMBRANE SERVICE PROVIDERS PROVIDE ARE PROVIDED TO YOU ON A STRICTLY “AS IS,” “WHERE IS,” AND “WHERE AVAILABLE” BASIS. NEITHER WE NOR ANY MEMBRANE SERVICE PROVIDER REPRESENT OR WARRANT TO THE ACCURACY, COMPLETENESS, CURRENTNESS, NON-INFRINGEMENT, MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE OF THE PLATFORM OR THE INFORMATION CONTAINED THEREIN OR SERVICES CONTAINED THEREON. MEMBRANE DOES NOT MAKE ANY REPRESENTATIONS OR WARRANTIES THAT ACCESS TO THE SITE OR USE OF THE SERVICES WILL BE CONTINUOUS, UNINTERRUPTED, OR ERROR-FREE.

Disclaimer of Liability
EXCEPT TO THE EXTENT REQUIRED BY LAW, NEITHER WE NOR ANY MEMBRANE SERVICE PROVIDER SHALL BE LIABLE TO YOU, WHETHER IN CONTRACT OR TORT, FOR ANY PUNITIVE, SPECIAL, INDIRECT, CONSEQUENTIAL, INCIDENTAL, OR SIMILAR DAMAGES, INCLUDING LOST TRADING OR OTHER PROFITS, DIMINUTION IN ASSET VALUE, OR LOST BUSINESS OPPORTUNITIES (EVEN IF WE OR ANY MEMBRANE SERVICE PROVIDER HAVE BEEN ADVISED OF THE POSSIBILITY THEREOF) IN CONNECTION WITH THIS USER AGREEMENT, YOUR USE OR ATTEMPTED USE OF THE PLATFORM, OR ANY OF THE INFORMATION, SERVICES OR TRANSACTIONS CONTEMPLATED BY THIS USER AGREEMENT. MEMBRANE’S TOTAL LIABILITY FOR BREACH OF THIS AGREEMENT SHALL BE LIMITED BY THE VALUE OF ANY OF YOUR ALLEGEDLY LOST DIGITAL ASSETS IN THE CUSTODY. YOU AGREE AND UNDERSTAND THAT NEITHER WE NOR ANY MEMBRANE SERVICE PROVIDER SHALL BE LIABLE FOR DELAYS OR INTERRUPTIONS IN SERVICE CAUSED BY AUTOMATED OR OTHER COMPLIANCE CHECKS OR FOR OTHER REASONABLE DELAYS OR INTERRUPTIONS IN SERVICE, BY DEFINITION TO INCLUDE ANY DELAY OR INTERRUPTION SHORTER THAN ONE WEEK, OR DELAYS OR INTERRUPTIONS IN SERVICE BEYOND THE CONTROL OF MEMBRANE OR ITS SERVICE PROVIDERS. THIS LIMITATION ON LIABILITY INCLUDES, BUT IS NOT LIMITED TO ANY DAMAGE OR INTERRUPTIONS CAUSED BY ANY COMPUTER VIRUSES, SPYWARE, SCAMWARE, TROJAN HORSES, WORMS, OR OTHER MALWARE THAT MAY AFFECT YOUR COMPUTER OR OTHER EQUIPMENT, OR ANY PHISHING, SPOOFING, DOMAIN TYPOSQUATTING, OR OTHER ATTACKS, FAILURE OF MECHANICAL OR ELECTRONIC EQUIPMENT OR COMMUNICATION LINES, TELEPHONE OR OTHER INTERCONNECT PROBLEMS (E.G., YOU CANNOT ACCESS YOUR INTERNET SERVICE PROVIDER), UNAUTHORIZED ACCESS, THEFT, OPERATOR ERRORS, STRIKES OR OTHER LABOR PROBLEMS, OR ANY FORCE MAJEURE. NEITHER WE NOR ANY MEMBRANE SERVICE PROVIDER GUARANTEE CONTINUOUS, UNINTERRUPTED, OR SECURE ACCESS TO THE PLATFORM. IF THIS DISCLAIMER OF LIABILITY SECTION IS DEEMED TO CONFLICT WITH ANY OTHER SECTION OF THIS USER AGREEMENT, THIS DISCLAIMER OF LIABILITY SECTION SUPERSEDES THE OTHER SECTION.

Force Majeure
You agree and understand that in no event shall we or any Membrane Service Provider be liable for any delays, failure in performance or interruption of service which result directly or indirectly from any cause or condition, whether or not foreseeable, beyond our or any Membrane Service Providers’ reasonable control, including, any act of God, nuclear or natural disaster, epidemic, pandemic, action or inaction of civil or military authorities, act of war, terrorism, sabotage, civil disturbance, strike or other labor dispute, accident, state of emergency or interruption, loss, or malfunction of equipment or utility, communications, computer (hardware or software), Internet or network provider services.

Indemnities
In no event shall we or any Membrane Service Provider be liable for any act, omission, error of judgment, or loss suffered by you in connection with this User Agreement or your use or attempted use of the Platform. You agree to indemnify and hold us and all Membrane Service Providers harmless from or against any or all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses (including reasonable attorneys’ fees), claims, disbursements or actions of any kind and injury (including death) arising out of or relating to your use of the Platform or any Membrane Service Providers’ performance or nonperformance of duties to you.

If you are a California resident, you waive California Civil Code Section 1542, which states:

“A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE AND THAT, IF KNOWN BY HIM OR HER WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY.”

If you are a resident of another jurisdiction, you waive any comparable statute or doctrine.

Legal Costs
You agree to indemnify us and any Membrane Service Provider for actual, reasonable legal costs and expenses directly related to your account or any related account that are a result of any regulatory inquiry, legal action, litigation, dispute, or investigation whether such situations occur or are anticipated, that arise or relate to you or your use of the Platform. As a result, we will be entitled to charge your Membrane Account for such costs without notice, including legal and enforcement related costs that we incur. Any withholding will last for a period of time that is reasonably necessary to resolve any regulatory or legal issue at hand, and we may place any amounts garnered from you in a separate account and will pay you the remaining balance after any noted issue has been resolved. Furthermore, you agree that where such anticipated or actual actions relate to a specific asset in your account, that asset may not be transferred out of said account until the matter is resolved. We will provide copies of all invoices on request.

Assignment
This User Agreement, or your rights and obligations hereunder, may not be transferred by you, but may be assigned by us without restriction. Any attempted transfer or assignment by you in violation hereof shall be null and void. This User Agreement shall be binding and inure to the benefit of the parties hereto, our successors, and permitted assigns.

Relationship of the Parties
You agree and understand that nothing in this User Agreement shall be deemed to constitute, create, imply, give effect to, or otherwise recognize a partnership, employment, joint venture, or formal business entity of any kind; and the rights and obligations of the parties shall be limited to those expressly set forth herein. Except for the indemnity and exculpation provisions herein, nothing expressed in, mentioned in, or implied from this User Agreement is intended or shall be construed to give any person other than the parties hereto any legal or equitable right, remedy, or claim under or in respect to this User Agreement to enforce any of its terms which might otherwise be interpreted to confer such rights to such persons, and this User Agreement and all representations, warranties, covenants, conditions and provisions hereof are intended to be and are for the exclusive benefit of you and us.

Severability
You agree and understand that if any provision of this User Agreement, or application thereof, shall be determined to be invalid or unenforceable under any rule, law, or regulation or by any governmental agency, local, state, or federal, such provision will be changed and interpreted to accomplish the objectives of the provision to the greatest extent possible under any applicable law. You further agree and understand that the validity of or enforceability of any other provision (or of such provision, to the extent its application is not invalid or unenforceable) of this User Agreement shall not be affected.

Change of Control
In the event that we are acquired by or merged with a third-party entity, we reserve the right, in any of these circumstances, to transfer or assign the information we have collected from you as part of such merger, acquisition, sale, or other change of control.

Survival
You agree and understand that all provisions of this User Agreement, which by their nature extend beyond the termination or expiration of this User Agreement, including sections pertaining to suspension, investigations, remedies for breach, termination, debts owed, right to offset, unclaimed funds, general use of Membrane, disputes with us, and general provisions, shall survive the termination or expiration of this User Agreement.

Miscellaneous
Section headings in this User Agreement are for convenience only, and do not govern the meaning or interpretation of any provision of this User Agreement. Unless the express context otherwise requires: (i) the words “hereof,” “herein,” “hereunder” and words of similar import, when used in this User Agreement, shall refer to this User Agreement as a whole and not to any particular provision of this User Agreement; (ii) the terms defined in the singular have a comparable meaning when used in the plural and vice versa; (iii) wherever the word “include,” “includes” or “including” is used in this User Agreement, it shall be deemed to be followed by the words “without limitation”; (iv) the word “extent” in the phrase “to the extent” shall mean the degree to which a subject or other thing extends and such phrase shall not mean simply “if”; and (v) the word “or” shall not be interpreted to be exclusive.

Written Notice
If we send an email to the email address on record for your User Account, you agree and understand that this constitutes written notice (“Written Notice”) from us to you. If send an email communication to legal@membranelabs.com, this constitutes Written Notice from you to us. For all notices made by email, the date of receipt is considered to be the date of transmission.

Business Day
A business day (“Business Day”) shall mean any day other than a Saturday, a Sunday, or day when federal banks located in the State of New York are closed for a legal holiday or by government directive.

Non-Waiver of Rights
This User Agreement shall not be construed to waive rights that cannot be waived under Applicable Laws and Regulations, including applicable state money transmission laws in the state where you are located. In addition, our failure to insist upon your strict compliance with any term or provision of this User Agreement shall not be construed as a waiver for you to not comply with such term or provision.

Governing Law
This User Agreement, your use of the Platform, your rights and obligations, and all actions contemplated by, arising out of or related to this User Agreement shall be governed by the laws of the State of Wyoming, as if this User Agreement is a contract wholly entered into and wholly performed within the State of Wyoming. YOU AGREE THAT ALL ORDERS, TRADES, DEPOSITS, WITHDRAWALS, OR SALES ON WYOMING AND CONTEMPLATED ACCORDING TO THE TERMS OF THIS USER AGREEMENT SHALL BE DEEMED TO HAVE OCCURRED IN THE STATE OF WYOMING AND BE SUBJECT TO THE INTERNAL LAWS OF THE STATE OF WYOMING WITHOUT REGARD TO ITS CONFLICTS OF LAWS PROVISIONS.

Dispute Resolution
We will use our best efforts to resolve any potential disputes through informal, good faith negotiations. If a potential dispute arises, you must contact us by sending an email to legal@membranelabs.com so that we can attempt to resolve it without resorting to formal dispute resolution. If we are unable to reach an informal resolution within sixty days of your Written Notice, then you agree to resolve the potential dispute according to the process set forth below.

Any claim or controversy arising out of or relating to the Platform or this User Agreement, or any other acts or omissions for which you may contend that we are liable, including any claim or controversy as to arbitrability (“Dispute”), shall be finally and exclusively settled by arbitration under the JAMS Optional Expedited Arbitration Procedures. You understand that you are required to resolve all Disputes by binding arbitration. The arbitration shall be held on a confidential basis before a single arbitrator, who shall be selected pursuant to JAMS rules. The arbitration will be held in Wyoming, unless Membrane and you agree to hold it elsewhere. Unless we agree otherwise, the arbitrator may not consolidate your claims with those of any other party. Any judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction.

Entire Agreement
This User Agreement and our Privacy Policy, incorporated by reference herein, comprise the entire understanding and agreement entered into by and between you and Membrane Labs, Inc. as to the subject matter hereof, and supersede any and all prior discussions, agreements, and understandings of any kind (including without limitation any prior versions of this User Agreement), as well as every nature between and among you and us.