Terms of Service

These EARNM Loyalty Ecosystem Terms of Service ("Terms") apply to your access to and use of Services (as defined in Section 1 below) provided by The EARN’M Foundation, a Foundation organized under the laws of the Cayman Islands (d/b/a The EARNM Loyalty Ecosystem) ("Company," "we" or “us”). By accessing or using the Services, you agree to these Terms. If you do not agree to these Terms do not access or use our Services.

If you have any questions about these Terms, please contact us at legal@earnm.com.

These Terms constitute a legally binding agreement made between you, whether personally or on behalf of an entity (“you") and the Company concerning your (i) your interaction with the EARNM Loyalty Ecosystem and the $EARNM token, as well as (ii) access to and use of the www.earnm.com website as well as any other media form, media channel, mobile website or mobile application related, linked, or otherwise connected thereto (collectively, the “Site"). The EARNM Loyalty Ecosystem  is a distributed application that is currently running on the Polygon Network (the "Blockchain"), using specially-developed smart contracts (each, a “Smart Contract”) to enable users to participate in the EARNM Loyalty Ecosystem. 

WE ARE ONLY WILLING TO MAKE THE SMART CONTRACTS AND THE SITE AVAILABLE TO YOU IF YOU ACCEPT ALL OF THESE TERMS. BY USING THE SMART CONTRACT, THE SITE, OR ANY OTHER OFFICIAL EARNM LOYALTY ECOSYSTEM  PRODUCT, YOU ARE CONFIRMING THAT YOU HAVE READ, UNDERSTAND, AND AGREE TO BE BOUND BY ALL OF THESE TERMS. IF YOU DO NOT AGREE AND/OR ACCEPT ALL OF THESE TERMS, THEN YOU ARE EXPRESSLY PROHIBITED FROM USING THE SITE AND THE SMART CONTRACT AND YOU MUST DISCONTINUE USE IMMEDIATELY.

Supplemental terms and conditions or documents that may be posted on the Site and the Smart Contracts from time to time are hereby expressly incorporated herein by reference. We reserve the right, in our sole discretion, to make changes or modifications to these Terms at any time and for any reason. We will alert you of any changes by updating the “Last Updated" date of these Terms, and you waive any right to receive specific notice of each such change. It is your responsibility to periodically review these Terms to stay informed of updates. You will be subject to and will be deemed to have been made aware of and to have accepted, the changes in any revised Terms by your continued use of the Site and the Smart Contracts after the date such revised Terms are posted.

The information on the Site and the Smart Contracts are not intended for distribution to any person or entity in any jurisdiction or country where such distribution or use would be contrary to law or regulation, or which would subject us to any registration requirement within such jurisdiction or country. Accordingly, any persons who access the Site while breaking their local laws are doing it on their own initiative. 

The Site is intended for users who are at least 18 years old. People under the age of 18 are not permitted to use or register for the Site and the Smart Contracts.

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1. INTELLECTUAL PROPERTY RIGHTS

Unless otherwise indicated, the Site and the Smart Contracts are proprietary property and all source code, database, functionality, software, website design, audio, video, text, photographs, and graphics on the Site (collectively, the “Content") and trademarks, service marks and logos contained therein (the “Marks") are owned, controlled by us or licensed to us, and are protected by copyright and trademark laws and various other intellectual property rights and unfair competition laws of the United States, foreign jurisdiction and international conventions. Except as expressly provided in these Terms, no part of the Site and the Smart Contract and no Content or Marks may be copied, reproduced, aggregated, republished, uploaded, posted, publicly displayed, encoded, translated, transmitted, distributed, sold, licensed, or otherwise exploited for any commercial purpose whatsoever, without our express prior written permission.

Provided that you are eligible to use the Site and the Smart Contracts, you are granted a limited license to access and use the Site or to download or print a copy of any portion of the Content to which you have properly gained access solely to your personal, non-commercial use. We reserve all rights not expressly granted to you in and to the Site, the Content, and the Marks.

2. USER REPRESENTATIONS

By using the Site and the Smart Contracts, you represent and warrant that: (1) all registration information you submit will be true, accurate, current, and complete; (2) you will maintain the accuracy of such information and promptly update such registration information as necessary; (3) you have the legal capacity and you agree to comply with these Terms; (4) you are not a minor in the jurisdiction in which you reside; (5) you will not access the Site and the Smart Contracts through automated and non-human means, whether through a bot, script or otherwise; 6) you will not use the Site and the Smart Contracts for any illegal and unauthorized purpose; (7) your use of the Site and the Smart Contracts will not violate any applicable law or regulation; (8) you have not been included or named in any trade embargoes or economic sanctions list (such as the United Nations Security Council sanctions list), the list of specially designated nationals maintained by OFAC (the Office of Foreign Assets Control of the U.S. Department of the Treasury), or the denied persons or entity list of the U.S. Department of Commerce; and (9) the EARNM Loyalty Ecosystem  or third-party providers we work with, may store the IP address you use to access the site.

The EARNM Loyalty Ecosystem reserves the right to choose which markets and jurisdictions to provide Services and may restrict or refuse, at its sole discretion, the provision of EARNM Loyalty Ecosystem  Services in certain countries or regions.

3.  PROHIBITED ACTIVITIES

You may not access or use the Site and the Smart Contracts for any purpose other than that for which we make the Site and the Smart Contracts available. The Site and the Smart Contracts may not be used in connection with any commercial endeavors except if agreed to in a binding legal contract with Current (Gibraltar) Limited (d/b/a EARNM Loyalty Ecosystem).  Furthermore, you shall not:

• Systematically retrieve data or other content from the Site and the Smart Contracts to create or compile, directly or indirectly, a collection, compilation, database, or directory without written permission from us.
• Circumvent, disable, or otherwise interfere with security-related features of the Site and the Smart Contracts, including features that prevent or restrict the use or copying of any Content or enforce limitations on the use of the Site and the Smart Contracts and/or the Content contained therein.
• Engage in unauthorized framing of or linking to the Site and the Smart Contracts.
• Make improper use of our support services or submit false reports of abuse or misconduct.
• Interfere with, disrupt, or create an undue burden on the Site and the Smart Contracts or the networks or services connected to the Site.
• Use any information obtained from the Site and the Smart Contracts in order to harass, abuse, or harm another person.
• Use the Site and the Smart Contracts as part of any effort to compete with us or otherwise use the Site and the Smart Contracts and/or the Content for any revenue-generating endeavor or commercial enterprise.
• Decipher, decompile, disassemble, or reverse engineer any of the software comprising or in any way making up a part of the Site and the Smart Contracts.
• Attempt to bypass any measures of the Site designed to prevent or restrict access to the Site, or any portion of the Site and the Smart Contracts.
• Upload or transmit (or attempt to upload or to transmit) viruses, Trojan horses, or other material, including excessive use of capital letters and spamming (continuous posting of repetitive text), that interferes with any party’s uninterrupted use and enjoyment of the Site or modifies, impairs, disrupts, alters, or interferes with the use, features, functions, operation, or maintenance of the Site and the Smart Contracts.
• Except as may be the result of standard search engines or Internet browser usage, use, launch, develop, or distribute any automated system, including without limitation, any spider, robot, cheat utility, scraper, or offline reader that accesses the Site and the Smart Contracts, or using or launching any unauthorized script or other software.
• Disparage, tarnish, or otherwise harm, in our opinion, us and/or the Site and the Smart Contracts.
• Use the Site and the Smart Contracts in a manner inconsistent with any applicable laws or regulations.

4.   SUBMISSION

You acknowledge and agree that any questions, comments, suggestions, ideas, feedback, or other information regarding the Site and the Smart Contracts (“Submissions") provided by you to us are non-confidential and should become our sole property.  Consequently, we shall own exclusive rights, including all intellectual property rights, and shall be entitled to the unrestricted use and dissemination of these Submissions for any lawful purpose, commercial, or otherwise, without acknowledgment or compensation to you. You hereby waive any moral rights to any such Submissions, and you hereby warrant that any such Submissions are original with you or that you have the right to submit such Submissions. You agree there should be no recourse against us for any alleged or actual infringement or misappropriation of any proprietary right in your Submissions.

5. THIRD-PARTY WEBSITE AND CONTENT

The Site (or you may be sent via the Site) may link to other websites (“Third-Party Websites") as well as articles, photograph, text, graphics, pictures, designs, information, applications, software, and other content or items belonging to or originating from third parties (“Third-Party Content"). Such Third-Party Websites and Third-Party Content are not investigated, monitored, or checked for accuracy, appropriateness, or completeness by us, and we are not responsible for any Third-Party Websites accessed through the Site or any Third-Party Content posted on, available through, or installed from the Site, including the content, accuracy, offensiveness, opinions, reliability, privacy practices, or other policies of or contained in the Third-Party Websites or the Third-Party Content. Inclusion of, linking to, or permitting the use or installation of any Third-Party Websites or any Third-Party Content does not imply approval or endorsement thereof by us. If you decide to leave the Site and access the Third-Party Websites or to use or install any Third-Party Content, you do so at your own risk and you should be aware that these Terms no longer govern. You should review the applicable terms and policies, including privacy and data gathering practices, of any website to which you navigate from the Site.

6. TERMINATION

These Terms remain in full force and effect while you use the Site and the Smart Contracts. WITHOUT LIMITING ANY OTHER PROVISION OF THESE TERMS, WE RESERVE THE RIGHT TO, IN OUR SOLE DISCRETION AND WITHOUT NOTICE OR LIABILITY, DENY ACCESS TO AND USE OF THE SITE AND THE SMART CONTRACTS (INCLUDING BLOCKING CERTAIN IP ADDRESSES) TO ANY PERSON FOR ANY REASON OR FOR NO REASON, INCLUDING WITHOUT LIMITATION FOR BREACH OF ANY REPRESENTATION, WARRANTY, OR COVENANT CONTAINED IN THESE TERMST OR OF ANY APPLICABLE LAW OR REGULATION. WE MAY TERMINATE YOUR USE OR PARTICIPATION IN THE SITE AND THE SMART CONTRACT WITHOUT WARNING, IN OUR SOLE DISCRETION.

7. GOVERNING LAW

These Terms and your use of the Site and the Smart Contracts are governed by and constructed in accordance with the laws of the Cayman Islands applicable to agreements made and to be entirely performed in the Cayman Islands, without regard to its conflicts of law principles.

8. DISPUTE RESOLUTION

8.1 Informal negotiations

To expedite resolution and control the cost of any dispute, controversy, or claim related to these Terms (each a “Dispute" and collectively, the “Disputes") brought by either you or us (individually, a “Party" and collectively, the “Parties"), the Parties agree to first attempt to negotiate any Dispute (except those Disputes expressly provided below) informally for at least thirty (30) days before initiating the arbitration. Such informal negotiations commence upon written notice from one Party to the other Party.

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8.2 Binding Arbitration

In the event the parties cannot resolve the dispute within fourteen (14) days of receipt of a written notice, either party may refer such dispute to a final and binding arbitration, the particulars of which shall include:

(a) The legal seat, or place, of the arbitration shall be in the Cayman Islands and the Parties hereby consent to and waive all defenses of lack of personal jurisdiction, and forum non-conveniens with respect to venue and jurisdiction in such state and federal courts;

(b) The arbitration shall be directed by a single arbitrator, appointed jointly by the parties, and if the parties cannot agree on the appointment of an arbitrator, either party may apply to a court of competent jurisdiction to appoint the arbitrator;

(c) The arbitration shall be governed by the Arbitration Act 2012 (The Cayman Islands) and the UNCITRAL Arbitration Rules;

(d) The language of the arbitration shall be English;

(e) The existence and content of the arbitral proceedings and any ruling or award shall be kept confidential by the parties and the arbitrator, except (i) to the extent that disclosure may be required of a party to fulfill a legal duty, protect or pursue a legal right, or enforce or challenge an award in bona fide legal proceedings before a court or other judicial authority, (ii) with the consent of all parties, (iii) where needed for the presentation or preparation of a claim or defense in this arbitration, (iv) where such information is already in the public domain other than as a result of a breach of this clause, (v) where such information is already within the possession of the party, or (vi) by order of the arbitrator upon application of a party;

(f) All costs and expenses of the arbitration shall be borne equally by both parties. Each party shall bear all of its own costs and expenses (including of its own counsel, experts, and witnesses) involved in preparing and presenting its case; and

(g) An award made by the arbitrator shall be final, non-appealable and binding on all parties. The parties expressly waive any right of appeal to the fullest extent permitted by law.

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8.3 Exceptions to the Informal Negotiations and Arbitration

The Parties agree that the following Disputes are not subject to the above provision concerning informal negotiations and binding arbitration: (a) any Dispute seeking to enforce or protect, or concerning the validity of, and of the intellectual property rights of a Party, (b) any Dispute related to, or arising from, allegations of theft, piracy, invasion of privacy, or unauthorized use; and (c) any claim for injunctive relief. If this provision is found to be illegal and unenforceable, then neither Party will elect to arbitrate any Dispute falling within that portion of this provision found to be illegal or unenforceable, and such Dispute shall be decided by a court of competent jurisdiction within the courts listed or jurisdiction above, and the Parties agree to submit to the personal jurisdiction of that court.

9. DISCLAIMERS

YOU EXPRESSLY UNDERSTAND AND AGREE THAT YOUR ACCESS TO AND USE OF THE SITE AND THE SMART CONTRACTS ARE AT YOUR SOLE RISK, AND THAT THE SITE AND THE SMART CONTRACTS ARE PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED. TO THE FULLEST EXTENT PERMISSIBLE PURSUANT TO APPLICABLE LAW, WE, OUR SUBSIDIARIES AND AFFILIATES MAKE NO EXPRESS WARRANTIES AND HEREBY DISCLAIM ALL IMPLIED WARRANTIES REGARDING THE SITE AND THE SMART CONTRACTS AND ANY PART OF IT (INCLUDING, WITHOUT LIMITATION, THE SITE, ANY SMART CONTRACT, OR ANY EXTERNAL WEBSITES), INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, CORRECTNESS, ACCURACY, OR RELIABILITY. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, WE, OUR SUBSIDIARIES AND AFFILIATES DO NOT REPRESENT OR WARRANT TO YOU THAT: (I) YOUR ACCESS TO OR USE OF THE SITE AND THE SMART CONTRACTS WILL MEET YOUR REQUIREMENTS, (II) YOUR ACCESS TO OR USE OF THE SITE AND THE SMART CONTRACTS WILL BE UNINTERRUPTED, TIMELY, SECURE OR FREE FROM ERROR, (III) THE SITE AND THE SMART CONTRACTS OR ANY CONTENT, SERVICES, OR FEATURES MADE AVAILABLE ON OR THROUGH THE SITE AND THE SMART CONTRACTS ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS, OR (IV) THAT ANY DATA THAT YOU DISCLOSE WHEN YOU USE THE SITE AND THE SMART CONTRACTS WILL BE SECURE. 

YOU ACCEPT THE INHERENT SECURITY RISKS OF PROVIDING INFORMATION OVER THE INTERNET AND AGREE THAT WE HAVE NO LIABILITY OR RESPONSIBILITY FOR ANY BREACH OF SECURITY UNLESS IT IS DUE TO OUR GROSS NEGLIGENCE.

WE WILL NOT BE RESPONSIBLE OR LIABLE TO YOU FOR ANY LOSSES YOU INCUR AS THE RESULT OF YOUR USE OF THE POLYGON NETWORK OR ANY ELECTRONIC WALLET PROVIDER, INCLUDING BUT NOT LIMITED TO ANY LOSSES, DAMAGES OR CLAIMS ARISING FROM: (A) USER ERROR, SUCH AS FORGOTTEN PASSWORDS OR INCORRECTLY CONSTRUED SMART CONTRACTS OR OTHER TRANSACTIONS; (B) SERVER FAILURE OR DATA LOSS; (C) CORRUPTED WALLET FILES; (D) UNAUTHORIZED ACCESS OR ACTIVITIES BY THIRD PARTIES, INCLUDING BUT NOT LIMITED TO THE USE OF VIRUSES, PHISHING, BRUTE FORCING OR OTHER MEANS OF ATTACK AGAINST THE SITE, THE POLYGON NETWORK, OR AN ELECTRONIC WALLET.

10. LIMITATION OF LIABILITY

YOU UNDERSTAND AND AGREE THAT WE, OUR SUBSIDIARIES AND AFFILIATES WILL NOT BE LIABLE TO YOU OR TO ANY THIRD PARTY FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES WHICH YOU MAY INCUR, HOWSOEVER CAUSED AND UNDER ANY THEORY OF LIABILITY, INCLUDING, WITHOUT LIMITATION, ANY LOSS OF PROFITS (WHETHER INCURRED DIRECTLY OR INDIRECTLY), LOSS OF GOODWILL OR BUSINESS REPUTATION, LOSS OF DATA, OR ANY OTHER INTANGIBLE LOSS, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

YOU AGREE AND ACKNOWLEDGE THAT OUR TOTAL, AGGREGATE LIABILITY TO YOU FOR ANY AND ALL CLAIMS ARISING OUT OF OR RELATING TO THESE TERMS OR YOUR ACCESS TO OR USE OF (OR YOUR INABILITY TO ACCESS OR USE) ANY PORTION OF THE SITE AND THE SMART CONTRACTS, WHETHER IN CONTRACT, TORT, STRICT LIABILITY, OR ANY OTHER LEGAL THEORY, IS LIMITED TO ONE THOUSAND DOLLARS ($1,000.00 USD).

YOU AGREE AND ACKNOWLEDGE THAT WE HAVE MADE THE SITE AND THE SMART CONTRACTS AVAILABLE TO YOU AND ENTERED INTO THESE TERMS IN RELIANCE UPON THE WARRANTY DISCLAIMERS AND LIMITATIONS OF LIABILITY SET FORTH HEREIN, WHICH REFLECT A REASONABLE AND FAIR ALLOCATION OF RISK BETWEEN THE PARTIES AND FORM AN ESSENTIAL BASIS OF THE BARGAIN BETWEEN US. WE WOULD NOT BE ABLE TO PROVIDE THE SITE AND THE SMART CONTRACTS TO YOU WITHOUT THESE LIMITATIONS.

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11. ASSUMPTION OF RISK

You accept and acknowledge each of the following:

A. The prices of blockchain assets are extremely volatile. Fluctuations in the price of other digital assets could materially and adversely affect the value of $EARNM coins, which may also be subject to significant price volatility. We cannot guarantee that any purchasers of $EARNM coins will not lose money.

B. You are solely responsible for determining what, if any, taxes apply to your EARNM-related transactions. EARNM Loyalty Ecosystem is not responsible for determining the taxes that apply to your transactions.

C. The regulatory regime governing blockchain technologies, cryptocurrencies, and tokens is uncertain, and new regulations or policies may materially adversely affect the development of the EARNM ecosystem, and therefore the potential utility or value of $EARNM coins.

D. Upgrades to the EARNM Loyalty Ecosystem may have unintended, adverse effects on all EARNM Loyalty Ecosystem  assets.

12. INDEMNIFICATION

You agree to defend, indemnify, and hold us harmless, including our subsidiaries, affiliates, and all of our respective officers, agents, partners, and employees, from and against any loss, damage, liability, claim, or demand, including reasonable attorneys' fees and expenses, made by third party due to or arising out of: (1) use of the Site, (2) breach of these Terms, (3) any breach of your representations and warranties set forth in these Terms, (4) your violation of the rights of a third party, including but not limited to intellectual property rights, or (5) any overt harmful act toward any other use of the Site and the Smart Contracts with whom you connected via the Site and the Smart Contracts. Notwithstanding the foregoing, we reserve the right, at your expense, to assume the exclusive defense and control of any matter for which you are required to indemnify us, and you agree to cooperate, at your expense, with our defense of such claims. We will use reasonable efforts to notify you of any such claim, action or proceeding which is subject to this indemnification upon becoming aware of it.

13. USER DATA

We will maintain certain data that you transmit to the Site and the Smart Contracts for the purpose of managing the performance of the Site and the Smart Contracts, as well as data relating to your use of the Site and the Smart Contracts. Although we perform regular routine backups of data, you are solely responsible for all data that you transmit or that release to any activity you have undertaken using the Site and the Smart Contracts. You agree that we shall have no liability to you for any loss or corruption of any such data, and you hereby waive any right of action against us arising from any such loss or corruption of such data.

14. MISCELLANEOUS

These Terms and any policies or operating rules posted by us on the Site and the Smart Contracts, or in respect to the Site and the Smart Contracts constitute the entire agreement and understanding between you and us. Our failure to exercise or enforce any right or provision of these Terms shall not operate as a waiver of such right or provision. These Terms operate to the fullest extent permissible by law. We may assign any or all of our rights and obligations to others at any time. We shall not be responsible or liable for any loss, damage, delay, or failure to act caused by any cause beyond our reasonable control. If any provision or part of a provision of these Terms is determined to be unlawful, void, and unenforceable, that provision or part of the provision is deemed severable these Terms and does not affect the validity and enforceability of any remaining provisions. There is no joint venture, partnership, employment or agency relationship created between you and us as a result of these Terms or use of the Site. You agree that these Terms will not be construed against us by virtue of having drafted them. You hereby waive any and all defenses you may have based on the electronic form of these Terms and the lack of signing by the parties hereto to execute these Terms.