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Terms and Conditions

Last updated: 6 November 2022

These terms and conditions, together with any documents and additional terms they incorporate by reference, including the Privacy Policy (collectively these "Terms"), constitute a legally binding agreement between Orange Pill Ltd. (a private limited liability company incorporated in Gibraltar) and each individual, entity, group, association or person who views, interacts, links to or otherwise uses our website, web pages, information and all associated sites available or accessible through the URL https://meritcircle.io/ or any sub-URL of such URL (collectively the "Site").

Please read these Terms carefully, as they govern your use of the Site, including your rights and obligations, our disclaimers and limitations of legal liability and risks described in section 9, relating to your use of, and access to, the Site, and your acceptance to resolve any disputes regarding the Site pursuant to confidential and binding arbitration.By accessing or using the Site you accept to be bound by these Terms . Do not continue to use the Site if you do not agree to these Terms.

The following terminology applies to these Terms, including our Privacy Policy: "User", "You" and "Your" refers to you, the person using the Site. "Ourselves", "We", "Our" and "Us", refers to Orange Pill Ltd. "Parties" refers to both you and ourselves.

  1. Use of Site

The Site aggregates and publishes publicly available third party information about and concerning the Merit Circle DAO, in addition to links to certain third party sites. As a condition to accessing or using the Site, you confirm, represent and warrant the following at all relevant times:

  • If you are entering into these Terms as an individual, that you are of legal age in the jurisdiction in which you reside (in any event over the age of 18) and that you have the legal capacity to enter into these Terms and be bound by them;

  • If you are entering into these Terms as an entity, that the user is duly organized, validly existing and in good standing under the laws of the jurisdiction in which it is organized, and has all requisite power to accept these Terms on that entity's behalf;

  • You have all requisite capacity, power and authority to accept and carry out and perform your obligations under these Terms, and you agreeing to these Terms and using the Site does not constitute, and would not reasonably be expected to result in a breach or violation of any law applicable to you;

  • The Site is only being provided as an aid to your own independent research and evaluation of the Merit Circle DAO;

  • You are solely responsible for protecting the data integrity and confidentiality of your login information and passwords or private keys to the extent applicable for the Site or any wallet applications or devices used in connection with the Site, as the Site does not collect or store any data concerning login information, password or private keys relating to your wallet applications or devices;

  • You are not a person who is (a) subject to national or international sanctions or located or ordinarily resident in Cuba, Iran, North Korea, Syria, Sudan, Venezuela, Myanmar, Crimea and Sevastopol, Donetsk, Luhansk or any other country or region that is the subject of comprehensive country-wide or region-wide sanctions or equivalent by the US, UK, EU, the United Nations, Gibraltar or the government of a user home country, or (b) listed by the US, UK, EU, the United Nations, Gibraltar or otherwise designated on any list of prohibited or restricted parties or persons;

  • You do not, and will not, use a VPN or any other privacy or anonymization tools to circumvent, or attempt to circumvent, any restrictions that apply to the Site; and

  • Your access to the Site complies with all applicable laws, rules and regulations and does not contribute to or facilitate any illegal activity.

  1. Prohibited and limited uses

Each user must not, directly or indirectly, in connection with their use of the Site:

  • Utilize the Site at any time when any representation of the user set forth in section 1 above is untrue or inaccurate;

  • Rely on the Site as a basis for or a source of advice concerning any financial decision making or transactions;

  • Violate, breach or fail to comply with any applicable provision of these Terms or any other terms of service, privacy policy or other contract governing the use of the Site;

  • Engage or attempt to engage in or assist any hack of or attack (including "sybil attack", "DoS attack" or "griefing attack") on the Site or any wallet application or device;

  • Commit any violation of applicable laws, rules or regulations; or

  • Engage in any act, practice or course of business that operates to circumvent any sanctions targeting the user or the country or territory where the user is located.

The foregoing matters are referred to herein as "Prohibited Uses".

We reserve the right to terminate or limit any user's status or access to or use of the Site at any time, without or without notice, as determined in our sole and absolute discretion. Such terminations and limitations may be based on any factor or combination of factors, including a person's identity, blockchain address, IP address, internet service provider, virtual provider, network provider, metadata, browser software, device type, wallet application, wallet device, region of citizenship or residence or current location, or suspicion that user has engaged or intends to be engaged in any Prohibited Uses.

  1. Privacy Policy and cookies

By accessing and using the Site, you agree to use cookies in agreement with our Privacy Policy.

Most interactive websites use cookies to let us retrieve the user's details for each visit. We employ the use of cookies to enable the functionality of certain areas in order to make it easier for people visiting our Site. Some of our affiliate/advertising partners may also use cookies.

Please refer to the Privacy Policy for further details.

  1. License and comments

Unless otherwise stated, we and/or our licensors own the intellectual property rights for all material on the Site. All intellectual property rights are reserved. You may access this from the Site for your own personal use subjected to restrictions set in these terms and conditions.

You must not:

  • Republish material from the Site;

  • Sell, rent or sub-license material from the Site;

  • Reproduce, duplicate or copy material from the Site; or

  • Redistribute content from the Site.

Parts of this Site offer an opportunity for users to post and exchange opinions and information. We do not filter, edit, publish or review comments prior to their presence on the Site. Comments do not reflect our views and opinions, nor the views or opinions of our agents or affiliates. Comments reflect the views and opinions of the persons who post their views and opinions. To the extent permitted by applicable laws, we shall not be liable for the comments or for any liability, damages or expenses caused and/or suffered as a result of any use of or posting of or appearance of the comments on the Site.

Comments which do not follow the Merit Circle DAO community guidelines or can be considered inappropriate, offensive or cause breach of these Terms may be removed.

You warrant and represent that:

  • You are entitled to post the comments on the Site and have all necessary licenses and consents to do so;

  • The comments do not invade any intellectual property right, including without limitation copyright, patent or trademark of any third party;

  • The comments do not contain any defamatory, libelous, offensive, indecent, or otherwise unlawful material which is an invasion of privacy;

  • The comments will not be used to solicit or promote business or custom or present commercial activities or unlawful activity.

  1. Hyperlinking to our Content

No link(s) should appear on any Site that may be interpreted as libelous, obscene or criminal, or which infringe, otherwise violate, or advocate the infringement or other violation of, any third party rights.

The following organizations may link to our Site without prior written approval:

  • Government agencies;

  • Search engines;

  • News organizations;

  • Online directory distributors may link to our Site in the same manner as they hyperlink to the Site of other listed businesses; and

  • System wide accredited businesses except soliciting non-profit organizations, charity shopping malls, and charity fundraising groups which may not hyperlink to our Site.

These organizations may link to our Site and Site information so long as the link (a) is not in any way deceptive, (b) does not falsely imply sponsorship, endorsement or approval of the linking party and its products and/or services and (c) fits within the context of the linking party's site.

If you are one of the organizations listed above and are interested in linking to our website, you must inform us by sending an e-mail to hello@meritcircle.io. Please include your name, your organization name, contact information as well as the URL of your site, a list of any URLs from which you intend to link to our Site, and a list of the URLs on our Site to which you would like to link.

We may consider and approve other link requests from the following types of organizations:

  • Commonly-known consumer and/or business information sources;

  • Dot.com community sites;

  • Associations or other groups representing charities;

  • Online directory distributors;

  • Internet portals;

  • Accounting, law and consulting firms; and

  • Educational institutions and trade associations.

We will approve link requests from these organizations if we decide that (a) the link would not make us look unfavorably to ourselves or to our accredited businesses, (b) the organization does not have any negative records with us, (c) the benefit to us from the visibility of the hyperlink compensates the absence of Merit Circle, and (d) the link is in the context of general resource information.

These organizations may link to our home page so long as the link (a) is not in any way deceptive, (b) does not falsely imply sponsorship, endorsement or approval of the linking party and its products or services, and (c) fits within the context of the linking party's site.

Approved organizations may hyperlink to our Site as follows:

  • By use of our corporate name;

  • By use of the uniform resource locator being linked to; or

  • By use of any other description of our Site being linked to that makes sense within the context and format of content on the linking party's site.

No use of Merit Circle's logo or other artwork will be allowed for linking absent a trademark license agreement.

We shall not be hold responsible for any content that appears on your Site. You agree to protect and defend us against all claims arising in this regard.

  1. Removal of links

We reserve the right to request that you remove all links or any particular link to our Site. You approve to immediately remove all links to our Site upon request. We also reserve the right to amend these terms and conditions and its linking policy at any time. By continuously linking to our Site, you agree to be bound to and follow these Terms.

If you find any link on our Site that is offensive for any reason, you are free to contact and inform us any moment. We will consider requests to remove links but we are not obligated to or so or to respond to you directly.

  1. iFrames

Without prior approval and written permission, you may not create frames around our Site that alter in any way the visual presentation or appearance of our Site.

  1. Relationship to smart contract systems

By using the Site you understand and agree that the Site is provided for informational purposes only and is not directly or indirectly in control of or capable of interacting with the Merit Circle or Ethereum smart contract systems or other smart contract systems or performing or effecting any transactions on your behalf.

We do not own, operate, or control the Merit Circle or Ethereum smart contract systems. The Site may aggregate and publish publicly available information about the Merit Circle or Ethereum smart contract systems and such information is also independently available from other sources.

By combining publicly available information with your interactions with the Site, the Site can draft standard transaction messages compatible with the Merit Circle or Ethereum smart contract system which is designed to accomplish a user's operational goals as expressed through the interactions. If the user so wishes, the user may broadcast such messages to Ethereum in order to initiate transactions.

Neither we nor the Site are agents or intermediaries of the user, do not store or have access to or control over any tokens, private keys, passwords, accounts or other property of the user, and are not capable of performing transactions or sending transaction messages on behalf of the user. The Site does not hold and cannot purchase, sell, trade or in any way transact with tokens. Transactions relating to the Merit Circle or Ethereum smart contract systems are effected and recorded solely through the interactions of the user with the Ethereum validators, who are not under the control of or affiliated with us or the Site.

  1. Disclaimers, risks and limitations of liability

9.1 No representations or warranties

The Site is being provided on an "AS IS" and "AS AVAILABLE" basis. To the fullest extent permitted by law, we are not making, and hereby disclaim, any and all information, statements, omissions, representations and warranties, express or implied, written or oral, equitable, legal or statutory, in connection with the Site and the other matters contemplated by these Terms, including any representations or warranties of title, non-infringement, merchantability, usage, security, uptime, reliability, suitability or fitness for any particular purpose, workmanship or technical quality of any code or software used in or relating to the Site. User acknowledges and agrees that use of the Site is at the user's own risk.

9.2 Limited liability in contract or tort

We shall not be liable to any person, whether in contract, tort (including pursuant to any cause of action alleging negligence), warranty or otherwise, for any economic or other damages to any user or other person, including any special, incidental, consequential, indirect, punitive or exemplary damages (including but not limited to lost data, lost profits or savings, loss of business or other economic loss) arising out of or related to any use of the Site or these Terms, regardless of the nature of the cause.

Nothing in this disclaimer will however:

  • Limit or exclude our or your liability for fraud or fraudulent misrepresentation;

  • Limit any of our or your liabilities in any way that is not permitted under applicable law; or

  • Exclude any of our or your liabilities that may not be excluded under applicable law.

As long as the Site and the information and services on the Site are provided free of charge, we will not be liable for any loss or damage of any nature.

9.3 No professional advice or liability

All information provided by or on behalf of us is for informational purposes only and should not be construed as professional, accounting or legal advice. Users should not take or refrain from taking any action in reliance on any information contained in these Terms or provided by or on behalf of us. Before the users make any financial, legal, or other decisions relating to the Site, users should seek independent professional advice from persons licensed and qualified in the area for which such advice would be appropriate.

9.4 Third party services and content

References, links or referrals to or connections with or reliance on third party resources, products, services or content, including smart contracts developed or operated by third parties, may be provided to users in connection with the Site. In addition, third parties may offer promotions related to the Site. We do not endorse or assume any responsibility for any activities of or resources, products, services, content or promotions owned, controlled, operated or sponsored by third parties. If users access any such resources, products, services or content or participate in any such promotions, the users do so solely at their own risk. Each user hereby expressly waives and releases us from all liability arising from the user's use of any such resources, products, services or content or participation in any such promotions. User further acknowledges and agrees that we shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with use of or reliance on any such resources, products, services, content or promotions from third parties.

9.5 Certain uses and risks of blockchain technology

Technologies that depend on public peer-to-peer networks, such as Ethereum, are not under the control or influence of us and are subject to inherent risks and uncertainties. Users are solely responsible for the safekeeping of the private key associated with the blockchain address used in connection with smart contract systems. We will not be able to restore or issue any refund in respect of property lost or frozen due to loss of private keys or otherwise. If a user is not able to spend or use tokens due to loss or theft of the corresponding private key or otherwise, a user will be unable to enjoy the benefits of such tokens.

The Merit Circle smart contract systems are software utilities which are accessible directly through Ethereum node providers (such as Infura) or indirectly through compatible Ethereum wallet applications (such as the web browser plugin Metamask) which interacts with such a node. Interacting with the Merit Circle smart contracts does not require use of the Site, but the Site may provide a convenient and user-friendly method of reading and displaying data from the Merit Circle smart contract system and generating standard transaction messages compatible with the Merit Circle smart contract system. Because the Site does not provide Ethereum wallet software or Ethereum nodes, such software constitutes an essential third party or user dependency without which transactions cannot be exercised. We do not guarantee the continued operation, maintenance, availability, or security of any of the foregoing or APIs, middleware and servers of third parties.

The compatibility of the Site with Ethereum wallet applications and devices or other third party applications and devices is not intended as, and you hereby agree not to construe such compatibility as, an endorsement or recommendation thereof or a warranty or assurance regarding the fitness or security thereof.

In the event that smart contract systems are adversely affected by malfunctions, bugs, defects, malfunctions, hacking, theft, attacks, negligent coding or design choices, or changes to the protocol rules of Ethereum, users may be exposed to a risk of total loss and forfeiture of all relevant digital assets. We assume no liability or responsibility for any of the foregoing matters.

There are no fees or charges for use of the Site. Use of the Merit Circle smart contract system and use of Ethereum is subject to third party transaction fees. We do not receive such fees and have no ability to reverse or refund any amounts paid in error.

9.6 Regulatory Uncertainty

Blockchain technologies and digital assets are subject to many legal and regulatory uncertainties, and the Merit Circle smart contract systems or any tokens could be adversely impacted by one or more regulatory or legal inquiries, actions, suits, investigations, claims, fines or judgments, which could impede or limit the ability of the user to continue the use and enjoyment of such assets and technologies. We must comply with applicable law, which may require us to, upon request by government agencies take certain actions or provide information, which may not be in your best interest.

9.7 Fork Handling

Ethereum, the Merit Circle smart contract systems, and all tokens may be subject to "forks". Forks occur when some or all persons running the software clients for a particular blockchain system adopt a new client or a new version of an existing client that (a) changes the protocol rules in backwards-compatible or backwards-incompatible manner that affects which transactions can be added into later blocks, how later blocks are added to the blockchain, or other matters relating to the future operation of the protocol, or (b) reorganizes or changes past blocks to alter the history of the blockchain. Some forks are "contentious" and thus may result in two or more persistent alternative versions of the protocol or blockchain, either of which may be viewed as or claimed to be the legitimate or genuine continuation of the original. We may not be able to anticipate, control or influence the occurrence or outcome of forks, and do not assume any risk, liability or obligation in connection therewith. We do not assume any responsibility to notify any user of pending, threatened or completed forks. Each user assumes full responsibility to independently remain informed about possible forks, and to manage its own interests and risks in that connection.

9.8 Information

Although we intend to provide accurate and timely information and data on the Site, the Site may not always be entirely accurate, complete or current and may also include technical inaccuracies or typographical errors. To continue to provide you with as complete and accurate information as possible, information may be changed or updated from time to time without notice, including information regarding our policies. Accordingly, you should verify all information before relying on it, and all decisions based on information contained on the Site are your sole responsibility.

9.9 Tax risks

The tax consequences of staking tokens or otherwise utilizing the Merit Circle smart contract system are uncertain, may vary by jurisdiction and may be adverse to the user. We have not undertaken any due diligence or investigation into such tax consequences, assume no obligation or liability to optimize the tax consequences to any person and are not providing any tax advice.

9.10 Officers, directors, etc.

All provisions of these Terms which disclaim or limit our obligations or liabilities shall also apply equally to our officers, directors, members, employees, independent contractors, agents and affiliates.

9.11 Legal limitations on disclaimers

Some jurisdictions do not allow the exclusion of certain warranties or the limitation or exclusion of certain liabilities and damages. Accordingly, some of the disclaimers and limitations set forth in these Terms may not apply in full to specific users. The disclaimers and limitations of liability provided in these terms shall apply to the fullest extent permitted by applicable law.

  1. Indemnification

Each user shall defend, indemnify, compensate, reimburse and hold harmless us and each of our officers, directors, members, employees, independent contractors, agents and affiliates from any claim, demand, action, damage, loss, cost or expense, including without limitation reasonable attorneys' fees, arising out or relating to (a) user's use of, or conduct in connection with, the Site; (b) user's violation of these Terms or any other applicable policy or contract; or (c) user's violation of any rights of any other person or entity.

  1. Governing law and dispute resolution

11.1 Governing Law

These Terms shall be governed by and construed and interpreted in accordance with the laws of Gibraltar. Although the Site may be available in other jurisdictions, the user hereby acknowledges and agrees that such availability shall not be deemed to give rise to general or specific personal jurisdiction over us in any forum outside Gibraltar.

11.2 Settlement negotiations

If a user has a potential legal dispute, claim or cause of action against us, the user shall first (prior to initiating any litigation proceedings) contact us by sending an email to hello@meritcircle.io describing the nature of the potential dispute, claim or cause of action and providing all relevant documentation and evidence thereof. The parties shall use commercially reasonable efforts to negotiate a settlement of any such legal dispute, claim or cause of action within 60 days of the delivery of such email. Any such dispute, claim or cause of action that is not finally resolved by a binding, written settlement agreement within such 60 days shall be brought and resolved exclusively in accordance with section 11.3.

11.3 Agreement to binding and exclusive arbitration

Please read the following carefully, because it precludes you from submitting a lawsuit in court or having a jury trial.

All claims, disputes and controversies directly or indirectly arising out of or in connection with or directly or indirectly relating to these Terms or any of the matters or transactions contemplated by these Terms (for the avoidance of doubt, including any claim seeking to invalidate, or alleging that, all or any part of these Terms is unenforceable, void or voidable) shall (unless settled pursuant to section 11.2 above) be resolved by confidential, binding arbitration to be seated in Gibraltar and conducted in the English language by a single arbitrator pursuant to the UNICITRAL Arbitration Rules that are most recent at the time when the arbitration proceedings are commenced. The award or decision of the arbitrator shall be final and binding upon the parties and the parties expressly waive any right under the laws of any jurisdiction to appeal or otherwise challenge the award, ruling or decision of the arbitrator.

Except to the extent necessary to enforce their respective rights under these Terms or as otherwise required by applicable law, the parties undertake to maintain confidentiality as to the existence and events of the arbitration proceedings and as to all submissions, correspondence and evidence relating to the arbitration proceedings. This provision shall survive the termination of the arbitral proceedings.

  1. Miscellaneous

12.1 Communication and notices

You consent to receive all communications, notices and information electronically that we provide in connection with these Terms. You agree that we may provide such communications, notices and information to you by posting them on the Site.

12.2 Assignment or transfer

You may not assign or transfer any right to use the Site or any of your rights or obligations under these Terms without our express prior written consent, including by operation of law or in connection with any change of control. We may assign or transfer any or all of our rights or obligations under these Terms, in whole or in part, with or without notice or obtaining your consent or approval.

12.3 Severability

The invalidity or unenforceability of any of these Terms will not affect the validity or enforceability of any other of these Terms, all of which will remain in full force and effect.

12.4 Amendments and modifications

These Terms may only be amended, modified, altered or supplemented by or with the written consent of us. We reserve, the right, in our sole and absolute discretion, to amend, modify, alter or supplement these Terms from time to time. The most current version of these Terms will be posted on the Site. Any changes or modifications will be effective immediately upon the modified Agreement being posted to the Site. A user shall be responsible for reviewing and becoming familiar with any such modifications. Each user hereby waives any right such user may have to receive specific notice of such changes or modifications. Use of the Site by a user after any modification of these Terms constitutes the user's acceptance of the modified terms and conditions. If a user does not agree to any such modifications, the user must immediately stop using the Site.

12.5 No implied waivers

No failure or delay on the part of us in the exercise of any power, right, privilege or remedy under these Terms shall operate as a waiver of such power, right, privilege or remedy, and no single or partial exercise of any such power, right, privilege or remedy shall preclude any other or further exercise thereof or of any other power, right, privilege or remedy.

12.6 Entire Agreement

These Terms constitute the entire agreement between the parties relating to the subject matter hereof and supersede all prior or contemporaneous agreements and understandings, both written and oral, between the parties with respect to the subject matter hereof.