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Mimicry
Terms of Use
Last updated: 04 April 2023
GENERAL
1.1. Please read on to learn the rules and restrictions that govern your use of the "Mimicry" Protocol (the Protocol), which is a decentralized peer to peer non-custodial protocol for prediction markets, comprising a set of experimental autonomous smart contracts deployed on the Polygon PoS Blockchain at 0xDD74eD29Ec2579B6BFACFbbdF76F7569Ba68364F, located at https://mimicry.org/, including all subdomains and all product documentation available thereon (collectively, the "Site").
1.2. These Terms of Use, together with any documents and additional terms they expressly incorporate by reference (collectively, these "Terms"), are entered into between The Pantomimist Corp ("Mimicry", "we", "us" and "our"), which has launched a GUI web application available at https://beta.mimicry.org/ (the "DApp") providing a visualization of interactions with Protocol smart contracts and you or the company or other legal entity you represent ("you", "your" or "user"), and constitutes a binding legal agreement.
1.3. Please read these Terms carefully. These Terms govern your use of our Site and DApp, and expressly cover your rights and obligations, and our disclaimers and limitations of legal liability, relating to such use. Your access/ use of the Site and DApp in any way means that you agree to all of these Terms, and these Terms will remain in effect while you use the Site or DApp. Unless You agree to and accept all of the Terms, You do not have the right to use the Site or DApp and are required to immediately navigate away from the Site.
1.4. The Protocol allows players in the game to use ERC-20 tokens to open perpetual positions (called "Mimes") that represent their exposure to one or both sides of a market (each named a "Pantomime"). Each Pantomime is a smart contract that manages a pool of tokenized collateral supplied by liquidity providers (Producers) and traders (Actors) based on the price movement of an on-chain reference-price feed. The respective odds of each prediction market contract purchased or sold by the user would vary based on the skew of collateral deposited into a Pantomime, depending on whether Actors predict that the reference price of a Pantomime will be more likely to go up or down.
1.5. The Protocol itself is not a prediction market contract; it merely provides the technical infrastructure for a decentralized autonomous prediction game protocol with five core network participants (to be launched in stages), each with different roles within the network:
(a) Directors create and manage Pantomime markets. In particular, Directors bear legal responsibility for the Pantomime prediction markets they create – they should seek the advice of independent counsel prior to promoting or advertising any markets they have created.
(b) Actors participate in Pantomimes created by Directors, by depositing assets and taking open directional positions.
(c) Producers provide liquidity to Pantomimes to support the activities of Actors, in exchange for protocol fees and token rewards.
(d) Balancers call public smart contract functions to rebalance the Producers’ positions to match the True Odds of a Pantomime, keeping the network healthy.
(e) Crew contribute skills/resources to build the technology behind the protocol.
All the functions of routing, matching and processing transactions, settling of contracts are all operated and run on the Polygon Blockchain itself (and confirmed by blockchain miners/nodes) through the Protocol smart contracts. Accordingly, Mimicry does not have any role in the operation of prediction markets created through usage of the Protocol, and does not control how prediction market contracts resolve or are created, does not approve or reject trades or other transactions on the Protocol, and does not have the ability to modify, cancel, undo, or interact with orders on the Protocol. Once the software is fully open-sourced, Mimicry will have no power to censor, restrict, or curate prediction market contracts, orders, trades, positions or resolutions. Mimicry will have no more control over the operations of the Protocol than anyone else using the Polygon Blockchain. In particular, you acknowledge and accept that the DApp only provides a graphical user interface for interacting with the Protocol's smart contracts via the user's selected Web 3.0 wallet interface.
1.6. Mimicry had developed the original set of smart contracts for the Protocol, but once deployed on the Polygon Blockchain it does not operate or manage the Protocol, and does not directly receive any fees from your use of the Protocol. All intellectual property relating to the Protocol, ownership of the Site and DApp, reserves and native ecosystem MIMIC tokens, marketing materials and all social media accounts, are held by a non-profit Foundation (the "Foundation") which is the parent entity of Mimicry. The Foundation's mission is to accelerate universal adoption of free markets by putting in place a decentralized autonomous organization ("DAO") whereby the governance and future development of the Protocol, including voting on proposals to update features and parameters, proposals for new features, as well as proposal execution, will be performed by MIMIC token holders via open-source governance smart contracts.
1.7. Mimicry is a technology company which has launched the DApp granting access to the Protocol as a set of experimental open-source technical tools allowing users to interact directly in a peer to peer manner, and does not, under any circumstances, act as a service provider or agent to you. Neither Mimicry nor the Foundation provides any prediction market contract or service to you, and neither entity is involved in the creation or hosting of any specific prediction market contract on the Protocol. YOU ACKNOWLEDGE THAT YOUR ABILITY TO CREATE AND PARTICIPATE IN PREDICTION MARKETS CONTRACTS THROUGH THE PROTOCOL DOES NOT ESTABLISH MIMICRY OR THE FOUNDATION AS A CREATOR OF PREDICTION MARKET CONTRACTS.
1.8. Given that the Pantomime markets are created by and services provided by other users (i.e. Directors), Mimicry and the Foundation cannot be responsible for any acts and/or omissions of other users, and any liability in relation to such prediction market contracts or services shall be borne by the relevant user. Such users are not affiliates, associates, partners, agents, collaborators or employees of Mimicry or the Foundation, and any such services provided by these users shall not be deemed to be provided by Mimicry or the Foundation. In particular, neither Mimicry nor the Foundation is providing any regulated services within the scope of gambling, wagering, gaming, insurance, or securities laws (including without limitation laws relating to derivatives).
1.9. Users of the Protocol do not transact with or make transaction requests to Mimicry or the Foundation, but all transactions will be carried out directly between users, peer to peer, via the Polygon Blockchain, in a non-custodial manner. Users may transact and perform actions on the Protocol by interacting directly with the smart contract via their selected digital wallet.
1.10. The Protocol is still an experimental project which is in an early development stage, and unproven. There is no warranty or assurance that the smart contracts deployed will be uninterrupted or error-free and there is an inherent risk that the smart contracts could contain defects, weaknesses, vulnerabilities, viruses or bugs causing, inter alia, the complete loss of digital assets interacting with the Protocol.
1.11. Neither Mimicry nor the Foundation is able to collect or retain any private keys of Protocol users and hence do not have control over any user's digital assets.
1.12. Users of the Protocol who create or participate in Pantomime markets must themselves ensure that the actions they are performing are compliant with all rules and regulations in all applicable jurisdictions and must acknowledge that others’ use of the Protocol may not be compliant. Users of the Protocol do so at their own risk.
1.13. For the avoidance of doubt, the Protocol is only a prediction markets game and the Protocol does not in any way function as a spot or derivatives exchange for digital assets. Notwithstanding any of the provisions in these Terms, neither Mimicry nor the Foundation is a bank or financial institution, and does not provide any investment or financial advice or consulting services to users in connection with the prediction market contracts on the Protocol.
1.14. Users are not required to have any present or future legal or insurable interest in any underlying digital assets before it is entitled to participate in Mime contracts. Given that the Protocol is open to all users from all jurisdictions, neither Mimicry nor the Foundation has the ability to verify such matters. The user would not be required to prove any loss before it is allowed to make a claim on any Mime. The function of the prediction market contracts on the Protocol would be for the purpose of ascertaining the strength of information and/or True Odds in the fluctuation in market prices, rather than insuring against any hazards associated with any specific asset or person.
DEFINITIONS
For the purpose of these Terms, the following terms and/or phrases, whether capitalized or not, shall have the following meanings:
(a) "Applicable Law" means any domestic or foreign law, rule, statute, regulation, by-law, order, protocol, code, decree, or other directive, requirement or guideline, published or in force which applies to or is otherwise intended to govern or regulate any person, property, agreement, contract, transaction, activity, event or other matter, including any rule, order, judgment, directive or other requirement or guideline issued by any Governmental Authority having jurisdiction over Mimicry, you, or the Site or DApp, or as otherwise duly enacted, enforceable by law, the common law or equity.
(b) "Affiliates" shall mean Mimicry’s officers, directors, assignees, principals, members, employees and agents.
(c) "MATIC" means the Polygon Blockchain utility token that may be used to purchase computational resources to run decentralized applications or perform actions on the Polygon Blockchain.
(d) "Polygon Blockchain" means the underlying blockchain infrastructure which the Protocol leverages to perform the functions of the Protocol (including the Protocol smart contracts).
(e) "Governmental Authority(s)" includes any domestic or foreign federal, provincial or state, municipal, local or other governmental, regulatory, judicial or administrative authority, by whatever name called.
(f) "Mimicry Content" has the meaning set out in Section 17.1.
(g) "Restricted Territories" has the meaning set out in Section 3.4.
(h) "Restricted Uses" has the meaning set out in Section 7.1.
(i) "User Content" has the meaning set out in Section 17.3.
ELIGIBILITY
You may only use the Site and DApp if you comply with all of the following:
3.1. You are at least eighteen (18) years old or of legal age to enter into an agreement as determined by the laws of the country/ territory where you live. If you’re using our Site and DApp on behalf of an organization or entity, you represent and warrant that you are authorized to agree to these Terms on that organization or entity’s behalf and bind them to these Terms (in which case, the references to "you" and "your" in these Terms, except for in this sentence, refer to that organization or entity).
3.2. You are not in violation of any law or regulation as a result of using the Site or DApp. In this context, you agree that if you reside or are present in any jurisdiction that prohibits using the Site or DApp (including without limitation any of the Restricted Territories) you shall not participate in the prohibited activity, namely use of our Site or DApp. Further, you will only use the Site and DApp for your own personal use, and not on behalf of or for the benefit of any third party, and only in a manner that complies with all laws that apply to you.
3.3. The DApp is intended only for users who are not prohibited by the laws of their country/territory from accessing the DApp. Mimicry does not intend to enable you to contravene any Applicable Law to you. You represent, warrant and agree to ensure that your use of the DApp will comply with all Applicable Laws, statutes and regulations applicable to you or those that are required to be complied with by you. The offering or availability of the DApp shall not be deemed or interpreted as an offer or invitation by us to use our DApp, if you reside in a place in which such use is currently forbidden by law (including without limitation the Restricted Territories), or where, Mimicry, in its sole discretion, elects not to offer its DApp. You shall be solely responsible for determining whether your use of the DApp is legal in the place where you live and/or use the DApp. We make no representations or warranties, express or implied, concerning the legality of the DApp and/or of any person’s use of the DApp, and shall not be responsible for any illegal use of the DApp by you. It is your responsibility to ensure that you comply with any and all laws applicable to you before using the DApp. If you have any concerns, you should consult with legal counsel in your country / territory about the legality of your use of the DApp.
3.4. You are not a resident of the United States of America, Panama, Afghanistan, Albania, American Samoa, Angola, Armenia, Azerbaijan, Belarus, Bosnia, region of Balkans, Botswana, Burundi, Bosnia, Burma, Cambodia, Cameroon, Canada, Central African Republic, Chad, China, Côte D’Ivoire, Croatia, Crimea of Ukraine, Cuba, Democratic Republic of Congo, Democratic People’s Republic of Korea, Eritrea, Ethiopia, Ghana, Guam, Guinea, Guinea-Bissau, Haiti, Herzegovina, Iran, Iraq, Kosovo, Japan, Laos, Lebanon, Liberia, Libya, Madagascar, Mali, Macedonia, Mozambique, Myanmar, Nicaragua, Northern Mariana Islands, Pakistan, Moldova, Palestine, Puerto Rico, Russia, Serbia, Somalia, Sri Lanka, Sudan, South Sudan, Syrian Arab Republic, Tajikistan, Trinidad and Tobago, Turkmenistan, Uganda, Venezuela, Virgin Islands (U.S.), Yemen, or Zimbabwe ("Restricted Territories"). Mimicry reserves the right to enforce geo-blocking of the DApp in the Restricted Territories. You must not use any software or networking techniques, including use of a VPN to modify your internet protocol address or otherwise circumvent or attempt to circumvent this prohibition. Notwithstanding the foregoing, Mimicry shall not be responsible for or be held liable for any contravention that may result from the access of the DApp from the Restricted Territories either through Virtual Private Network (VPN) or through any other means which allows users to access the DApp.
3.5. You authorize us, directly or through third parties, to make any inquiries we consider necessary to verify your identity. We reserve the right to close, suspend, or limit access to your use of our Site or the DApp in the event that, after reasonable inquiries, we are unable to obtain information about you required to verify your identity.
MODIFICATION OF TERMS
4.1. We reserve the right, in our sole discretion, to modify these Terms from time to time. If we make changes, we may provide you with notice of such changes, such as by providing a notice through our Site or updating the date at the top of these Terms. Unless we say otherwise in our notice, any and all such modifications are effective immediately, and your continued use of our DApp after we provide such notice will confirm your acceptance of the changes. If you do not agree to the amended Terms, you must immediately stop using the DApp.
USAGE OF SITE AND DAPP
5.1. Access to DApp - You are not permitted to access or utilize the DApp if you are a citizen or resident of, or physically located in, any jurisdiction that prohibits using the DApp (including without limitation, any of the Restricted Territories) or any other state, country or region that may be subject to sanctions imposed by Governmental authorities whose laws the DApp is subject to.
5.2. Users of Mimicry may be required to pay a number of different fees or commissions, including fees charged to players which open Mime positions, fees for exiting Mime positions, fees/tips for balancing and automation efforts, or fees for Pantomime advertising. These fees will be made known to you if you access the Protocol via the DApp. Mimicry also reserves the right to levy additional fees, commissions or charges for usage of the Protocol or access via the smart contracts or the DApp in the future. You agree to promptly pay all aforementioned fees and commissions. Users agree that fees and commissions may be retained by Mimicry (or the relevant affiliate) and/or redistributed to various ecosystem actors.
5.3. Gas Charges – The Protocol smart contracts involve the use of the Polygon Blockchain, which may require that you pay a fee, commonly known as "Gas Charges," for the computational resources required to perform a transaction on the Polygon Blockchain. You acknowledge and agree that Mimicry has no control over: (a) any Polygon Blockchain transactions; (b) the calculation or method of payment of any Gas Charges; or (c) any actual payments of Gas Charges. Further, Mimicry does not receive any portion of the Gas Charges levied on the Protocol. Accordingly, you must ensure that you have a sufficient balance of whichever token you are using to purchase positions in a particular Pantomime (like MATIC) stored in your wallet to complete any transaction on the Protocol before initiating such transaction. Detailed descriptions of the mechanics of the Protocol are provided on the Site.
5.4. Conditions and Restrictions - We may, at any time and in our sole discretion, restrict your access to, or otherwise impose conditions or restrictions upon your use of the DApp (for example updating our fee schedule from time to time) with or without prior notice.
5.5. Notwithstanding anything in these Terms to the contrary, you will be solely responsible to pay any and all sales, use, value-added and other taxes, duties, and assessments now or hereafter claimed or imposed by any governmental authority (collectively, "Taxes") associated with your use of the Protocol (including, without limitation, any Taxes that may become payable as the result of your ownership or transfer of digital assets or interaction with any the Protocol or otherwise relating to any smart contract.
THIRD PARTY CONTENT
6.1. To the extent that the Site or DApp contains links or any other information to/regarding third party websites, tokens or services including Wallets, Mimicry does not control the availability and content of those websites, tokens and services. Any concerns regarding any such third-party websites, tokens and/or service, or any link thereto, should be directed to such particular website and/or services provider. Mimicry makes no representation or warranty regarding any content, goods, tokens, Wallets and/or services provided by any third party, even if linked to the Site or DApp.
6.2. The linked sites and tokens are not under the control of Mimicry and may collect data or solicit personal information from you. Mimicry is not responsible for their content, business practices or privacy policies, or for the collection, use or disclosure of any information those sites may collect. Mimicry is providing these links, if any, to you only as a convenience, and the inclusion of any link does not and should not be construed to imply endorsement by Mimicry of such site or any association with its operators, unless specifically stated otherwise. You use the linked sites including wallets at your own risks and agree that Mimicry has no liability towards any attacks on or vulnerabilities of the linked sites and wallets.
6.3. You understand that the Site or DApp may feature advertisements from third parties. Mimicry is not responsible for the actions of third parties who advertise on the site and your exercise of the option to visit such third parties sites is your sole discretion. Mimicry bears no responsibility for interactions with third party tokens.
RESTRICTED USE
7.1. When using the Site and DApp, you may not, nor may you assist any other parties to pursuit or engage in unlawful or abusive uses, or any types of activities which contradict these Terms or purpose of the Site or DApp, hinder the Site’s or DApp’s operation to other users, or which may be deemed to do so ("Restricted Uses"). For clarity and reference, Restricted Uses include, but are not limited to, these types of activities as detailed herein, as we may amend from time to time in our sole discretion (thus, not to be regarded as an exhaustive list):
7.2. Unlawful Activities, such as activities which: i. violate any Applicable Law; or ii. publish, distribute or disseminate any unlawful material or information;
7.3. Undermining or Abusive Activities, such as activities which: i. take any action that impose an unreasonable or disproportionately large load on our infrastructure, or detrimentally interfere with or attempt to, intercept, or expropriate any system, data, or information; ii. institute, assist or become involved in any type of attack (deliberate or other), including distribution of a virus, attacks upon the Site or DApp that prevent access to or use of any of the above, other attempts to disrupt any of the above, gain unauthorized access to any of the above, or disrupt any other person’s use or enjoyment of any of the above; iii. enter or make an attempt to enter the Site or DApp (including by accessing linked platforms, networks or systems) unauthorized, including by password mining and/or by using other users information; iv. design or assist in designing cheats, exploits, automation software, bots, hacks, modes or any other unauthorized third-party software to modify or interfere with the Site or DApp; v. attempt to disable or circumvent any security or access control mechanism of the Site or DApp; vi. use any unauthorized third-party software that accesses, intercepts, 'mines', or otherwise collects information from or through the Site or DApp, or that is in transit from or to the Site or DApp; vii. bypass any robot exclusion headers or other measures Mimicry uses to restrict access to the Site or DApp or use any software, technology, or device to send content or messages, scrape, spider, or crawl the Content, or harvest or manipulate data; viii. solicit another person’s password or other personal information under false pretenses; ix. copy, modify, or create derivative works of the Site or DApp;
7.4. Activities Abusive to Other Users or Their Rights, such as activities which: i. Interfere with other Users ability to exploit or access the Site or DApp; ii. attempt to, or harass, abuse, or harm of another person or entity, including Mimicry and/or its affiliates s; iii. collect, harvest or post private information, in any media format or any person associated or using the Site or DApp; iv. impersonate another user or otherwise misrepresent yourself; v. violate the legal rights of others, including defaming, abuse, stalking or threatening users; vi. defraud any other users or any other person, including Mimicry and/or its affiliates, including by providing false, inaccurate, misleading, or partial information.
7.5. Activities Infringing Intellectual Property, such as activities which: i. reverse engineer, decompile, disassemble, decipher or otherwise attempt to derive the source code for any underlying software or other intellectual property used to provide the Site or DApp, or to obtain any information from the Site or DApp using any method unless you have received Mimicry’s prior written conditional approval to do the above; or ii. infringe the intellectual property rights, privacy rights, or moral rights of any third party or Mimicry or its affiliates;
7.6. Unfair or Abusive Transacting, such as activities which: i. create or enter a fictitious transaction or a transaction with fictitious elements of any kind; ii. exploit, disrupt or manipulate, or attempt to exploit, disrupt or manipulate the Site or DApp, in a manner designed to create transaction conditions which are not available to other users; iii. utilizes or applies technological abilities or foreknowledge not exploited or available to other users, to perform (including off Site/DApp) transactions parallel to those performed by users on the Site or DApp, and/or create unequal terms among users regarding the use of the Site or DApp.
7.7. Violation of any of these Restricted Uses may be cause for the taking of legal actions against you on the part of Mimicry according to the law, in addition to any right and remedies set forth hereunder or under any Applicable Law. Without derogating from the above, by accepting these Terms you acknowledge that Mimicry makes no representation or warranty regarding its ability, nor assumes any liability, to detect, limit or prevent any of the Restricted Uses.
INDEMNIFICATION
8.1. You agree to indemnify, defend and hold Mimicry, its affiliates, and each of their respective officers, directors, agents, employees, and representatives, harmless from any claim (including, but without limitation, third party claims) or demand (including attorneys’ fees and costs and any fines, fees or penalties imposed by any regulatory authority) arising out of or related to (i) your breach of these Terms, (ii) your use or access of the Site or DApp, or (iii) your violation of any applicable law or the rights of any third party.
GOVERNING LAW AND DISPUTE RESOLUTION
9.1. The interpretation and enforcement of these Terms, and any dispute related to these Terms, or the Site or DApp, will be governed by and construed and enforced in accordance with the laws of Panama, as applicable, without regard to conflict of law rules or principles that would cause the application of the laws of any other jurisdiction.
9.2. Any dispute arising out of or in connection with these Terms, including any question regarding their interpretation or validity, shall be referred to and finally resolved by arbitration, following an attempt at Conciliation, administered by Panama Conciliation and Arbitration Centre in accordance with its procedural rules for the time being in force. The tribunal shall consist of 1 arbitrator, who shall have exclusive authority to decide all issues relating to the interpretation, applicability, enforceability and scope of this arbitration agreement. The language used in the arbitral proceedings shall be English.
9.3. Any dispute arising out of or related to these Terms is personal to the user and Mimicry and will be resolved solely through individual arbitration and will not be brought as a class arbitration, class action or any other type of representative proceeding. There will be no class arbitration or arbitration in which an individual attempts to resolve a dispute as a representative of another individual or group of individuals. For avoidance of doubt, it is made clear that any dispute that may arise cannot be brought as a class or other type of representative action, whether within or outside of arbitration, or on behalf of any other individual or group of individuals.
9.4. The arbitrator appointed under Section 9.2 shall not be bound by rulings in prior arbitrations involving Mimicry, but is bound by rulings in prior arbitrations involving the same user to the extent required by applicable law. The arbitrator’s award shall be final and binding, and judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction thereof. This Section 9 shall not preclude parties from seeking provisional remedies in aid of arbitration from a court of appropriate jurisdiction.
9.5. You agree that we may initiate a proceeding related to the enforcement or validity of our intellectual property rights in any court having jurisdiction.
PRIVACY POLICY
10.1. The Privacy Policy available at https://mimicry.org/privacy/ describes the ways that Mimicry collects, uses, stores and discloses your personal information, which is hereby incorporated by this reference into these Terms.
10.2. You agree to the collection, use, storage, and disclosure of your data in accordance with the aforementioned Privacy Policy.
SUSPENSION/ ACCESS RESTRICTION AND TERMINATION
11.1. You're free to terminate your use of our Site or DApp at any time.
11.2. Mimicry may also terminate (or suspend access to) your use of the Site or DApp for any reason at our sole discretion, including your breach of these Terms as provided for herein. We have the sole right to decide whether you are in violation of any of the restrictions set forth in these Terms.
11.3. Provisions that, by their nature, should survive termination of these Terms shall survive termination. By way of example, all of the following will survive termination: any terms regarding ownership of intellectual property rights, and terms regarding disputes between us.
DISCLOSURES AND DISCLAIMERS
12.1. Mimicry solely provides a visual user interface to the user to access the Protocol to interact with other users. In no circumstances shall Mimicry, the Protocol, the Site or DApp be construed as an agent, lender, digital asset exchange, broker, dealer, fund manager, financial institution, exchange, custodian, robo-advisor, intermediary, or creditor. The Protocol merely facilitates peer-to-peer transactions between users of the Protocol, including with respect to any transactions in relation to Mimes or Pantomimes, which transactions occur on the relevant blockchain network. Neither the Protocol, the underlying smart contracts, the Site or DApp provide financial advisory, legal, regulatory, or tax services directly, indirectly, implicitly, or in any other manner, and you should not consider any content contained in these terms or otherwise posted on the Site or DApp to be a substitute for professional financial, legal, regulatory, tax or other advice. Mimicry does not support or endorse any Mime or Pantomime liquidity pool created by any user (i.e. Directors) of the Protocol, and each such creator is an independent agent with no employment or other contractual relationship with Mimicry.
12.2. YOU EXPRESSLY ACKNOWLEDGE AND AGREE THAT YOU ACCESS AND USE THE PROTOCOL, THE SITE AND THE DAPP AT YOUR SOLE RISK. OTHER THAN AS EXPRESSLY SET OUT IN THESE TERMS, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW NEITHER MIMICRY NOR ITS AFFILIATES, MAKE ANY WARRANTY, EITHER EXPRESS OR IMPLIED, ABOUT THE SITE OR DAPP. THE SITE, DAPP AND MIMICRY CONTENT ARE PROVIDED "AS IS." MIMICRY DOES NOT WARRANT THAT: (1) THE OPERATION OF THE SITE AND THE DAPP WILL BE UNINTERRUPTED, ERROR-FREE, OR VIRUS-FREE; (2) THE FUNCTIONS CONTAINED IN THE SITE OR DAPP WILL BE ACCURATE OR MEET YOUR REQUIREMENTS; OR (3) ANY DEFECTS IN THE SITE OR DAPP WILL BE CORRECTED. TO THE MAXIMUM EXTENT PERMITTED BY LAW, WE ALSO DISCLAIM ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. SOME JURISDICTIONS DO NOT ALLOW THE DISCLAIMER OF IMPLIED WARRANTIES, SO SOME DISCLAIMERS IN THIS SECTION 12 MAY NOT APPLY TO YOU.
12.3. THE SITE AND DAPP SHALL BE OFFERED IN JURISDICTIONS WHERE THEY MAY BE LEGALLY OFFERED. THE INFORMATION ON THE SITE AND THE DAPP IS NOT AN OFFER OR SOLICITATION BY ANYONE IN ANYONE IN ANY JURISDICTION IN WHICH AN OFFER OR SOLICITATION CANNOT LEGALLY BE MADE, OR TO ANY PERSON TO WHOM IT IS UNLAWFUL TO MAKE A SOLICITATION.
12.4. YOU AGREE THAT MIMICRY DOES NOT ASSUME ANY RESPONSIBILITY WHATSOEVER FOR HACKS AND/OR SECURITY BREACHES THAT THE PROTOCOL MAY BE SUBJECT TO/ AFFECTED BY.
12.5. While the code has been audited by third-party auditors to verify the security of the smart contract system, the user might encounter bugs or service downtimes during the course of a user's interaction with the Site or DApp which can ultimately alter the user experience away from expected lines. Mimicry can’t ensure 100% elimination of the same due to technical and operational realities. Users are expected to be aware of such situations and must double check each activity they are performing, to be on expected lines.
12.6. The Protocol is composed entirely of software running on the public Polygon Blockchain, which will be open-sourced in accordance with the project roadmap. The user further understands that once the software is fully open-sourced, Mimicry has no control whatsoever over the Protocol.
12.7. You accept and confirm that a conflict of interest may arise when the interest of Mimicry and its affiliates competes or may appear to compete with your interests under these Terms. Specifically, you hereby acknowledge and confirm that: (a) Mimicry or its affiliates may participate in certain transactions in an individual capacity; (b) Mimicry or its affiliates may execute at the same time its own orders which may be opposite to that of a user; (c) Mimicry or its affiliates may establish business, including without limitation, trading relationships with other ecosystem players, financial institutions, digital asset owners, digital asset exchanges; (d) Mimicry or its affiliates may seek to act as a market maker and in this context there may be inherent conflicts of interest; and (e) Mimicry or its affiliates may compensate or share its revenues from activities in connection with the Protocol, the smart contracts, the Site or DApp with other users, Protocol users, Mimicry's affiliates, partners or other similar parties.
LIMITATION OF LIABILITY
13.1. YOU UNDERSTAND AND AGREE THAT MIMICRY, ITS SUBSIDIARIES, AFFILIATES, AND LICENSORS WILL NOT BE LIABLE TO YOU OR TO ANY THIRD PARTY FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES WHICH YOU MAY INCUR IN CONNECTION WITH THE PROTOCOL, THE SMART CONTRACTS, THE SITE, DAPP, MIMES OR PANTOMIMES, 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, COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, OR ANY OTHER INTANGIBLE LOSS, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
13.2. YOU AGREE 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 PROTOCOL, THE SMART CONTRACTS, THE SITE, DAPP, MIMES OR PANTOMIMES, WHETHER IN CONTRACT, TORT, STRICT LIABILITY, OR ANY OTHER LEGAL THEORY, IS LIMITED TO THE GREATER OF (A) THE AMOUNTS YOU ACTUALLY PAID US UNDER THESE TERMS IN THE 3 MONTH PERIOD PRECEDING THE DATE THE CLAIM AROSE, OR (B) US$200.
13.3. YOU ACKNOWLEDGE AND AGREE THAT WE HAVE MADE THE PROTOCOL, THE SMART CONTRACTS, THE SITE AND DAPP 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 PROTOCOL, THE SMART CONTRACTS, THE SITE OR THE DAPP TO YOU WITHOUT THESE LIMITATIONS.
13.4. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, AND SOME JURISDICTIONS ALSO LIMIT DISCLAIMERS OR LIMITATIONS OF LIABILITY FOR PERSONAL INJURY FROM CONSUMER PRODUCTS, SO THE ABOVE LIMITATIONS MAY NOT APPLY TO PERSONAL INJURY CLAIMS.
MISCELLANEOUS
14.1. Unless explicitly stated in these Terms of Use, nothing in these Terms of Use shall: (i) be construed as creating any agency, arrangement, trust of fiduciary relationships or any similar relationship between you and us; (ii) create or confer any rights or benefits to any third party, and/or (iii) grant you any security interest in any asset of Mimicry.
14.2. These Terms have been drafted in the English language. In the event of any discrepancy between the meanings of any translated versions of these Terms, if any, and the English language version, the meaning of the English language version shall prevail.
14.3. No failure or delay on our part in exercising any right, power or remedy thereunder shall operate or be construed as a waiver thereof, nor shall any single or partial exercise of any such right, power or remedy preclude any other or further exercise thereof or the exercise of any other right, power or remedy by Mimicry.
14.4. Any part, provision, representation or warranty of these Terms which is prohibited or unenforceable or is held to be void or unenforceable in any jurisdiction under the applicable law shall be ineffective, as to such jurisdiction, to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction. To the extent permitted by applicable law, the parties hereto waive any provision of law which prohibits or renders void or unenforceable any provision hereof.
14.5. You hereby acknowledge and agree that we reserve the right at any time to modify or discontinue the whole, or any part of, the Site, without notice, and that we will not be responsible or liable, directly or indirectly, to you or any other person or entity for any loss or damage of any kind incurred as a result of any such modifications or discontinuance.
RISK AND WARRANTY
15.1. The information presented on the Site and DApp, including any information provided to you which is requested through the Site or DApp is made available for general information purposes. While Mimicry will endeavor to provide you with information that it believes to be accurate based on the information and data provided by you, Mimicry cannot and does not warrant the accuracy, completeness, or usefulness of this information. In particular, any information regarding pricing, activity or historical transaction relating to any Mime or Pantomime does not represent an offer, a solicitation of an offer, or any advice regarding, or recommendation to enter into, a transaction via the Protocol or with any user; accordingly users should verify all information before relying on such information, and all decisions based on information contained on the Protocol or associated tools/information tools are at the sole responsibility of each user.
15.2. Any reliance you place on the aforesaid information presented to you on the Site or DApp is strictly at your own risk. We disclaim all liability and responsibility arising from any reliance placed on such materials by you or any other visitor to the Site or user of the DApp, or by anyone who may be informed of any of its contents. You further understand that the information contained in these Terms do not constitute professional advice.
15.3. You acknowledge and agree that any and all representations, promises, warranties or statements by Mimicry or its affiliates’ representative or agent that differ in any way from the Terms hereof shall be given no force or effect. If Mimicry furnishes you with any advice or assistance concerning the Site or DApp which is not required pursuant to these Terms, the furnishing of such advice or assistance shall not subject Mimicry to any liability whatsoever to you, whether in contract, in tort (including negligence), under warranty or otherwise.
15.4. You acknowledge, agree and understand that Mimicry does not assume any liability or responsibility for risks associated with the performance, viability or the integrity of the blockchain on which the Protocol relies.
ANTI-MONEY LAUNDERING / COMBATING THE FINANCING OF TERRORISM REQUIREMENTS (AML/CFT)
16.1. You agree to fully cooperate with Mimicry and with any Governmental Authority in the investigation of any money laundering and/or financial crime. You agree that you have read the Terms and the provisions regarding the suspension of the Site or DApp in the event of any such investigation.
16.2. It is your duty to observe, perform and be bound by the Terms and any other requirements as may be issued by any Governmental Authorities.
16.3. If a user or a user’s transaction is flagged as suspicious through our internal controls, Mimicry may require additional proof of identification from the user and has the right to revoke such user's access to the Site or DApp until additional and verifiable proof of identity is received and confirmed. In no circumstance shall Mimicry be required to explain the reasons for its decision to the affected user.
16.4. By using the Site or DApp, you acknowledge and understand that Mimicry may, from time to time, implement policies restricting verification levels by nationality, country of residence, or any other factor in conjunction with the requirements of the Governmental Authorities (including without limitation, any of the Restricted Territories). In no circumstance shall Mimicry be required to explain the reasons for its decision or for any actions taken to the affected user.
INTELLECTUAL PROPERTY
17.1. As between you and Mimicry, except for the open source software or third party software, Mimicry owns all patent, copyright, trademark, trade secret, ideas, concepts, know-how, documentation or techniques or other intellectual property rights that may exist in (i) the Protocol, the smart contracts, the Site, the DApp, any graphics, texts, icons, buttons, data or information we include in the website, and any products, training materials, deliverables, and/or databases that may be utilized to provide the Site or the DApp, excluding images or texts provided by Directors ("Mimicry Content"), and (ii) any information, data, trends, analyses, metadata or other data which may be derived from any of the foregoing that is derived or created by Mimicry by reference to the Site, the DApp, and Mimicry’s databases and network. All names, trademarks, symbols, slogans, or logos appearing on the website in respect of Mimicry Content are proprietary to Mimicry or its licensors or suppliers. Use or misuse of these trademarks is expressly prohibited and may violate Applicable Laws.
17.2. Under no circumstances will you have any rights of any kind in or to the Mimicry Content, other than the right to use the Mimicry Content in accordance with these Terms.
17.3. Certain features of the Site or the DApp may allow you to contribute text, images, data, and other information and materials for access, use, viewing, and commentary by other users of the Site or the DApp (collectively, "User Content"). By posting User Content to the Site, the DApp or otherwise submitting User Content to Mimicry, you represent that you have the full legal right to provide the User Content and that use of the User Content by Mimicry and all other persons and entities, on the Site and the DApp, and/or in accordance with this Section 17, will not: (a) infringe any intellectual property rights of any person or entity or any rights of publicity, personality, or privacy of any person or entity, including as a result of your failure to obtain consent to post personally identifying or otherwise private information about a person; (b) violate any applicable law or agreement, or promote or provide instructional information about illegal activities, promote physical harm, or injury against any group or individual, or promote any act of cruelty to animals, or how to use or obtain illegal drugs; (c) be defamatory, libelous or trade libelous, unlawfully threatening, or unlawfully harassing, or promote discrimination based on race, sex, religion, nationality, disability, sexual orientation, or age; (d) impersonate any person or entity or falsely state or otherwise imply an affiliation with a person or entity, or include any falsified, composite, or otherwise non-authentic depictions of events, locations, landmarks, entities or persons; (e) contain or otherwise transmit any material that contains software viruses or any other computer code, files or programs that may interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment; (f) be obscene, child pornographic, or indecent; (g) violate any community or Internet standard; (h) constitute misappropriation of any trade secret or know-how; or (i) constitute disclosure of any confidential information owned by any third party, all as determined by Mimicry in our sole and absolute discretion. Upon your submission of User Content or other material or information to Mimicry, you grant Mimicry a perpetual, irrevocable, transferable, license to access, use, distribute, reproduce, display, modify, translate, create derivative works based upon, and sublicense the User Content, all without any compensation to you whatsoever. Further, you waive all moral rights in and to all User Content that you post or otherwise submit to Mimicry in favor of Mimicry and any other persons we authorize to use such User Content.
17.4. For avoidance of doubt, Mimicry shall be under no obligation to: (1) maintain any User Content in confidence; (2) compensate you in any way for your User Content; or (3) respond to any User Content.
17.5. No right, title or interest in or to the Site, the DApp or any of the Mimicry Content is transferred to you, and all rights not expressly granted herein are reserved by Mimicry. Any use of the Site or DApp not expressly permitted by these Terms is a breach of these Terms and may violate patent, copyright, trademark and other laws.
OPEN SOURCE SOFTWARE
18.1. We may make (but are not obligated to make) any source code written by us available for download as open source software. You agree to be bound by, and comply with, any license agreement that applies to this open source software. You will not indicate that you are associated with us in connection with your use, modifications or distributions of this open source software. When we host any software and/or enable you to access and use such software through our websites including this Website, then these terms will apply to such access and use, as well as any license agreements that we may enter into with you.
18.2. You also acknowledge that the open source software may be written upon by any person and Mimicry shall not be responsible for any output therefrom.
18.3. As an open source project, the Protocol will not be represented, maintained or monitored by an official organization or authority. Third parties not affiliated with Mimicry may introduce weaknesses or bugs into the supporting infrastructure elements of the open-source code which may negatively impact the Protocol. Such events may result in a loss of trust in the security and operation of the Protocol.