Terms of Service

Last updated: February 2026

These Terms of Service ("Terms") govern your access to and use of the MemDex Automated Portfolio platform, website, and related services (collectively, the "Service"). By accessing or using the Service, you agree to be bound by these Terms. If you do not agree to these Terms, do not use the Service.

1. Eligibility

You must be at least 18 years of age or the age of legal majority in your jurisdiction, whichever is greater, to use the Service. By using the Service, you represent and warrant that you meet this eligibility requirement and have the legal capacity to enter into a binding agreement.

The Service may not be available in all jurisdictions. You are responsible for ensuring that your use of the Service complies with all applicable laws and regulations in your jurisdiction. The Service is not available to persons located in, or residents of, any jurisdiction where the use of digital asset services is prohibited or restricted.

2. Description of Service

MemDex provides an automated, algorithmic portfolio management system built on the NEAR Protocol blockchain. The Service manages a diversified portfolio of digital assets through rules-based rebalancing, supported by an AI-driven research layer. The algorithmic engine evaluates portfolio allocations and executes trades approximately every 15 minutes.

MemDex is not a registered investment adviser, broker-dealer, financial planner, or fiduciary. The Service provides automated portfolio management technology. It does not provide personalized investment advice, financial recommendations, or individualized guidance. No fiduciary relationship is created between MemDex and any user of the Service.

3. Account Registration and Security

To access certain features, you must create an account and connect a NEAR wallet. You are responsible for maintaining the confidentiality of your account credentials and for all activity that occurs under your account. You agree to notify us immediately of any unauthorized use.

MemDex operates on a non-custodial basis. Your assets are held in a smart contract vault on the NEAR blockchain. Only you can initiate withdrawals. The MemDex engine cannot transfer funds out of your vault. You are solely responsible for the security of your wallet and private keys.

4. Fees

The Service charges a 0.1% transaction fee on rebalancing trades executed by the algorithmic engine. There are no management fees, performance fees, or subscription costs. Scheduled withdrawal gas fees are covered by the system. MemDex reserves the right to modify the fee structure upon no less than thirty (30) days prior written notice to users.

5. Risks and Assumption of Risk

Digital asset investing involves substantial risk including, but not limited to, market volatility, total loss of investment, smart contract vulnerabilities, blockchain network failures, regulatory changes, and liquidity constraints. A full description of these risks is provided in our Risk Disclosure.

By using the Service, you expressly acknowledge and assume all risks associated with digital asset investing and automated portfolio management. You understand that past performance, including backtested results, is not indicative of future results and that there is no guarantee of profit or protection against loss.

6. Automated Trading and Rebalancing

You acknowledge that:

Automated rebalancing may not execute at expected prices due to slippage or market conditions
Network congestion or system outages may delay or prevent trade execution
The algorithm may not adapt to all market conditions or unprecedented events
Each automated trade may constitute a taxable event in your jurisdiction
The algorithm operates without human discretion or intervention

7. Withdrawals

You may withdraw your assets at any time. Scheduled batch withdrawal windows occur twice daily with gas fees covered by the system. Instant withdrawals are available at any time. MemDex does not impose lock-up periods, but blockchain network conditions may affect withdrawal processing times.

8. Prohibited Conduct

You agree not to:

Use the Service for any unlawful purpose or in violation of any applicable laws
Attempt to manipulate markets, prices, or the algorithmic engine
Interfere with, disrupt, or compromise the integrity or security of the Service
Attempt to gain unauthorized access to any part of the Service or its systems
Use the Service if you are located in a jurisdiction where such use is prohibited
Use automated tools to scrape, crawl, or extract data from the Service without authorization

9. Intellectual Property

The MemDex platform, including its algorithmic engine, AI research system, website design, content, logos, and trademarks, is the property of MemDex and is protected by applicable intellectual property laws. You are granted a limited, non-exclusive, non-transferable license to use the Service for its intended purpose. You may not copy, modify, distribute, or create derivative works based on any part of the Service.

10. Disclaimer of Warranties

THE SERVICE IS PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. MEMDEX DISCLAIMS ALL WARRANTIES INCLUDING, WITHOUT LIMITATION, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.

We do not warrant that the Service will be uninterrupted, error-free, or secure, that defects will be corrected, or that the algorithmic engine will achieve any particular investment result. No advice or information obtained from MemDex shall create any warranty not expressly stated in these Terms.

11. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, MEMDEX AND ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, AND AFFILIATES SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS, LOSS OF DATA, LOSS OF DIGITAL ASSETS, OR BUSINESS INTERRUPTION, ARISING OUT OF OR IN CONNECTION WITH YOUR USE OF THE SERVICE, REGARDLESS OF THE THEORY OF LIABILITY.

IN NO EVENT SHALL MEMDEX'S TOTAL LIABILITY TO YOU EXCEED THE AMOUNT OF FEES PAID BY YOU TO MEMDEX IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM.

12. Indemnification

You agree to indemnify, defend, and hold harmless MemDex and its officers, directors, employees, and agents from and against any claims, liabilities, damages, losses, and expenses (including reasonable legal fees) arising out of or in connection with your use of the Service, your violation of these Terms, or your violation of any applicable law or the rights of any third party.

13. Tax Responsibility

Automated portfolio rebalancing may trigger taxable events in your jurisdiction. You are solely responsible for determining, reporting, and fulfilling all tax obligations arising from your use of the Service. MemDex does not provide tax advice and makes no representations regarding the tax consequences of any transaction.

14. Modifications to the Service and Terms

MemDex reserves the right to modify, suspend, or discontinue any part of the Service at any time. We may update these Terms from time to time. Material changes will be communicated through the platform or via email. Your continued use of the Service after any changes constitutes acceptance of the revised Terms.

15. Termination

You may close your account at any time by withdrawing your assets and contacting us. MemDex reserves the right to suspend or terminate your access to the Service at any time, with or without cause, including for violation of these Terms. Upon termination, you retain the ability to withdraw assets from your non-custodial vault.

16. Force Majeure

MemDex shall not be liable for any failure or delay in performance resulting from causes beyond our reasonable control, including but not limited to blockchain network failures, hard forks, cyberattacks, natural disasters, regulatory actions, or interruptions in third-party services.

17. Governing Law and Dispute Resolution

This Agreement shall be governed by and construed in accordance with the laws of Panama, without regard to its conflict of law provisions. Any dispute arising out of or relating to these Terms or the Service shall first be attempted to be resolved through good-faith negotiation. If a dispute cannot be resolved through negotiation, it shall be submitted to binding arbitration. You agree to waive any right to participate in a class action lawsuit or class-wide arbitration.

18. Severability

If any provision of these Terms is found to be unenforceable or invalid, that provision shall be limited or eliminated to the minimum extent necessary, and the remaining provisions shall continue in full force and effect.

19. Contact

For questions about these Terms, please contact us at contact@thememdexap.com.