Memora Terms of UseMemora Terms of Use

1. The Services

1.1 What the Services Are

The website and documentation describe Memora and its products. The bridge application is software that lets you move a supported digital asset from its origin chain onto the Canton Network and back. An origin chain is the blockchain an asset comes from. The supported chains and assets are listed in the Bridge User Guide and may change over time.

1.2 How the Bridge Works

To bridge an asset onto Canton, you sign a transaction in your own wallet that locks the asset in the bridge's vault on its origin chain. Independent attestors confirm the deposit, and the same amount, less fees, is issued to the Canton party you choose as a token that represents the asset (a "bridged token"). It arrives as a transfer offer that you accept in your Canton wallet.

To redeem, you sign a transfer of the bridged token to the bridge's receiver party on Canton. The token is burned, a threshold of attestors signs the release, and the vault sends the asset to the destination address you choose on its origin chain. A bridged token can be redeemed only on its own origin chain.

1.3 The Application and the Protocol

The bridge application prepares transactions for you to review and sign in your own wallet. Memora never has access to your private keys, and neither Memora nor the application can start a transaction from your wallet. The vaults on each origin chain, the bridge's contracts on the Canton Network and the attestors together make up the bridge protocol; the application is one way to use it.

Memora operates the bridge application, its API, the relayer that submits transactions between chains, monitoring, and the ability to pause new transfers. Memora does not operate the origin chains, the Canton Network, the attestors, or the wallets you use, and is not responsible for them.

1.4 Non-Custodial

Memora never takes custody, possession or control of your digital assets. Assets in a vault are held by the vault's code on its origin chain, and every release requires signatures from a threshold of independent attestors. Memora cannot cancel, reverse or change a transaction once you have signed it, cannot redirect a payout, and cannot recover assets sent to a wrong address.

1.5 Changes to the Services

The Services use new technology and are under active development. We may add, change, suspend or discontinue any part of them, including supported chains and assets, at any time. We announce changes that affect transfers on the bridge Status page in advance where we reasonably can.

1.6 Other Products

If Memora provides you with another product under a separate written agreement, that agreement governs that product, and these Terms govern everything else.

2. Eligibility

To use the Services, you must meet all of the following conditions, and by using them you represent that you do:

• You are at least 18 years old and have reached the age of majority where you live, and you can form a binding contract.
• If you act for an organization, it is validly existing, and you have the authority to bind it to these Terms.
• You are not a Restricted Person, you are not located, organized or ordinarily resident in a Restricted Territory, and you are not acting on behalf of, or for the benefit of, a Restricted Person or anyone in a Restricted Territory.
• You will not use a virtual private network, proxy or any other means to hide your location or to get around the restrictions in this Section.
• Your use of the Services complies with the laws that apply to you. We do not represent that the Services are appropriate or available in every jurisdiction.

Restricted Person means any person or entity that is (a) named on the Specially Designated Nationals and Blocked Persons List or any other list maintained by the U.S. Department of the Treasury's Office of Foreign Assets Control, the U.S. Department of Commerce or the U.S. Department of State, or on the consolidated sanctions lists of the United Nations Security Council, the European Union or the United Kingdom; (b) owned 50% or more by, controlled by, or acting on behalf of any such person or entity; or (c) otherwise the target of sanctions under the laws that apply to Memora.

Restricted Territory means any country or region subject to comprehensive sanctions by the United States, which on the date of these Terms includes Cuba, Iran, North Korea, and the Crimea, so-called Donetsk People's Republic and so-called Luhansk People's Republic regions of Ukraine, and any other country or region in which we decide not to offer the Services.

3. Your Wallets and Your Responsibilities

3.1 Your Wallets and Keys

You use wallets provided by third parties on each origin chain and on Canton. You alone are responsible for your wallets, private keys, recovery phrases, passwords and devices, and for every transaction signed with them. If you lose access to a wallet, Memora cannot restore it. Memora will never ask for your private key or recovery phrase.

3.2 Check Before You Sign

Before you sign, check the amount, the destination address, the destination chain and the fees shown to you. Make sure the destination can receive the asset on that chain; some addresses, including some exchange deposit addresses, cannot. Compare the identifiers your wallet shows with those published on Verified Deployments. Memora is not responsible for losses caused by a wrong address, a wrong chain, or a transaction you did not check.

3.3 Your Canton Party

On Canton, tokens are held by a party, which your wallet provider or participant node hosts. You are responsible for your Canton wallet and party, and for accepting transfer offers in time. If your wallet provider or participant is unavailable, you may be unable to accept an offer or redeem until it is restored.

3.4 Your Assets and Your Transactions

You may use the Services only with digital assets that you own or are authorized to use and that you obtained lawfully. Deposits must be made through the transaction the bridge application builds; a plain transfer to a vault address is not a recognized deposit. You are responsible for every transaction signed from a wallet you control.

4. Fees and Taxes

4.1 Bridge Fees

Each deposit and each redemption carries a bridge fee, a percentage of the amount, and a flat network fee that recovers the cost of settling the transfer on Canton and on the origin chain. The rate for each origin chain, and how the network fee is priced, are set out on Fees and Limits. Both fees are shown before you sign and are taken on the origin chain in the same transaction as your transfer. On a deposit you approve a maximum network fee, and you are charged the live fee when your transaction lands, never more than that maximum.

4.2 Network Charges

Your wallet also pays the blockchain's own transaction fees, which go to the network, not to Memora. They can change quickly and may be charged even if a transaction fails.

4.3 No Refunds of Fees; Changes

Fees are not refundable once your transaction is submitted, including when a deposit is later refunded under Section 6.3. We may change our fees; a change applies only to transfers you sign after it takes effect and is announced on the Status page.

4.4 Taxes

You are responsible for determining, reporting and paying any taxes that apply to your use of the Services and your transactions. Memora does not provide tax advice and does not withhold taxes on your behalf unless the law requires it.

5. Sanctions, Screening and Compliance

Memora must comply with sanctions, anti-money laundering and other laws. To do so, we may, at any time and without notice:

• screen wallet addresses, destinations and transfers against sanctions lists and other risk information, including through third-party blockchain analytics providers;
• restrict access to the Services by location, IP address, wallet address or any other means;
• refuse, delay or stop processing a transfer that screening or other information indicates may involve a Restricted Person, a Restricted Territory, the proceeds of crime or other unlawful activity;
• keep records of screening results and decisions; and
• report information to, and cooperate with, law enforcement and regulatory authorities as the law requires or permits.

Where a transfer involves a Restricted Person or unlawful activity, we will handle it as the law requires, which may include declining to complete it. Memora is not liable for any loss that results from actions it takes in good faith to comply with the law. If you believe a transfer was blocked in error, contact us and a person will review it.

6. Transfers, Pauses and Recovery

6.1 Transfer Offers on Canton

A deposit is issued on Canton as a transfer offer to the recipient party, which must be accepted in that party's Canton wallet. An offer stays open for seven days. If it expires, the bridge re-offers it for up to seven more days. After that, the deposit can be recovered only through the manual recovery process in Section 6.4.

6.2 Pauses and Availability

The bridge may pause deposits, redemptions or both, for one origin chain or for all of them, at any time, including automatically when its monitoring detects a problem. While the bridge cannot complete a transfer, the application refuses to start one. Transfers already in progress complete when service resumes. We do not guarantee that the Services will be available at any given time, that a transfer will complete within any period, or that a pause will be announced in advance. Estimated times are typical figures, not commitments.

6.3 Refunds of Unprocessed Deposits

A deposit that the bridge has not processed within three days after it becomes final on its origin chain can no longer be issued on Canton. It is refunded to the depositing wallet within one further day, less the fees already paid. After that window, the deposit can be recovered only through the manual recovery process.

6.4 Manual Recovery

To request manual recovery, contact us with the reference from your receipt. Recovery follows the same attestor-approved process as every other release and may take time. Memora does not guarantee recovery of assets sent to a vault address outside the bridge application's deposit transaction.

7. Prohibited Conduct

You agree not to, and not to help or allow anyone else to:

• use the Services in violation of any law, including sanctions, anti-money laundering, counter-terrorist financing, anti-bribery, export control, securities, commodities and consumer protection laws;
• use the Services with the proceeds of crime or with assets you do not own or are not authorized to use;
• defraud, deceive or impersonate anyone, or present yourself as Memora;
• get around screening, location restrictions, rate limits or any other control in the Services;
• interfere with, disrupt, overload or attack the Services, the vaults, the bridge contracts, the attestors, the relayer or any network the bridge uses, or introduce malicious code;
• probe, scan or test the vulnerability of the Services, except as allowed by a security disclosure policy we publish;
• exploit a defect or error in the Services to obtain assets you are not entitled to; if you receive assets because of one, you must tell us promptly and return them;
• use the Services to manipulate markets, including through wash trading, spoofing or front-running;
• scrape, copy or reverse engineer the Services, except as the law allows or as an open-source license for published code permits; or
• use the Services in any way that could cause Memora to breach a law or a sanction.

8. Third-Party Services and Networks

8.1 Networks and Service Providers

The Services depend on systems that Memora does not control, including the origin chains, the Canton Network and its participant nodes, the attestors, wallet software, remote procedure call (RPC) providers, block explorers, Digital Asset's Registry Utility, RedStone's proof-of-reserve attestations, and the venues where bridged tokens may be used. Each is provided by someone else on their own terms. Memora does not endorse them and is not responsible for their availability, their accuracy, or anything they do or fail to do.

8.2 Bridged Tokens

A bridged token represents an asset locked in a vault on its origin chain and is issued through the bridge. Unless they say otherwise, it is not issued, endorsed or redeemable by the original issuer of that asset or by the developers of its origin chain. It can be redeemed only through the bridge.

8.3 Links

The Services may link to websites and resources that Memora does not operate. A link is not an endorsement, and your use of any linked site is at your own risk and under its own terms.

8.4 Release

If you have a dispute with a third party, including any network, wallet provider, attestor or venue, you release Memora and its affiliates from all claims arising out of that dispute. If you are a California resident, you waive California Civil Code Section 1542, which says: "A general release does not extend to claims that the creditor or releasing party does not know or suspect to exist in his or her favor at the time of executing the release and that, if known by him or her, would have materially affected his or her settlement with the debtor or released party." You waive any similar law elsewhere.

9. Risks

Using the bridge involves risk, and you accept it. The Bridge Risk Disclosure explains the main risks in plain language, and you should read it before you use the bridge. They include:

• transactions that cannot be reversed, and losses from a wrong address or chain;
• defects in the vaults, the bridge contracts or the application, despite independent audits;
• collusion or failure of the attestors;
• congestion, halts, forks or reorganizations of an origin chain or of Canton;
• pauses and delays, including pauses the bridge triggers itself;
• upgrades that change how the vaults or the bridge contracts behave;
• a bridged token trading below the value of the asset it represents;
• changes in law or regulation;
• advances in cryptography, such as quantum computing, that weaken the security of blockchains or wallets; and
• phishing sites, fake tokens and malicious signature requests.

Digital assets are not bank deposits and are not insured by the Federal Deposit Insurance Corporation, the Securities Investor Protection Corporation or any other government program. Memora does not guarantee the value or liquidity of any asset.

10. No Advice and No Fiduciary Duty

Information in the Services is general information only. It is not financial, investment, legal or tax advice, and Memora does not recommend that you bridge, hold or trade any asset. Every transfer you make is your own decision. Memora is not your broker, agent, advisor or fiduciary. To the fullest extent the law allows, any fiduciary duty that might otherwise apply is disclaimed and waived.

11. Intellectual Property

11.1 Your License to Use the Services

Subject to these Terms, Memora grants you a limited, revocable, non-exclusive, non-transferable and non-sublicensable license to use the Services for your own personal or internal business purposes.

11.2 Ownership

Memora and its licensors own the Services and all content in them, including text, graphics, software and the Memora name and logo. Other names and logos in the Services belong to their owners. Code that Memora publishes under an open-source license is governed by that license, and nothing in these Terms limits your rights under it. All rights not expressly granted are reserved.

11.3 Feedback

If you send us feedback or suggestions, you grant Memora a perpetual, irrevocable, worldwide, royalty-free license to use them for any purpose, without any obligation to you.

12. Disclaimer of Warranties

Some jurisdictions do not allow certain warranties to be disclaimed, so some of these disclaimers may not apply to you.

13. Limitation of Liability

These limits do not apply to liability for fraud, gross negligence or willful misconduct, or to any liability that the law does not allow to be limited. They are an essential part of the agreement between you and Memora.

14. Indemnification

You will defend, indemnify and hold harmless Memora and its affiliates, and their directors, officers, employees and agents, from all claims, losses, liabilities, costs and expenses, including reasonable attorneys' fees and any fines or penalties, that arise out of or relate to your use of the Services, your breach of these Terms, your violation of any law or of anyone else's rights, or any transaction signed from a wallet you control. Memora may control the defense of any claim covered by this Section, and you will cooperate with it.

15. Suspension and Termination

Memora may suspend or end your access to all or part of the Services, or block a wallet address, at any time and with or without notice, if we believe you have breached these Terms, if your use creates legal, security or compliance risk, or if the law requires it. You may stop using the Services at any time. Ending access does not affect a transfer already in progress, which completes through the bridge protocol subject to Section 5. Sections 3, 4.4, 5, 7 to 14 and 16 to 19 survive the end of your use of the Services.

16. Changes to These Terms

We may update these Terms. When we do, we will post the new version with a new "Last Updated" date, and we will announce material changes on the Status page before they take effect where we reasonably can. Changes apply from the date they take effect and do not apply to a dispute that arose before then. If you keep using the Services after a change takes effect, you accept the updated Terms.

17. Dispute Resolution and Arbitration

17.1 Informal Resolution First

Before starting an arbitration or court case, you and Memora agree to try to resolve the dispute informally. The party with the dispute must send the other a written notice describing it and the relief sought. Notices to Memora go to inquiries@memora.systems and must include your name, your contact details, and the wallet addresses or Canton party identifiers you used. If the dispute is not resolved within 60 days after the notice is received, either party may begin arbitration. Any limitation period is paused during those 60 days.

17.2 Agreement to Arbitrate

Any dispute, claim or controversy arising out of or relating to these Terms or the Services will be resolved by final and binding individual arbitration, except that (a) either party may bring an individual claim in small claims court if it qualifies; (b) either party may seek injunctive relief in court to protect its intellectual property or to stop unauthorized use or abuse of the Services; and (c) a claim for public injunctive relief that the law does not allow to be waived will be decided in court, after and separately from any arbitration of the other claims. The arbitrator decides all questions about whether a dispute must be arbitrated, except that a court decides any question about Section 17.4.

17.3 Rules and Procedure

The arbitration will be administered by JAMS under its Streamlined Arbitration Rules and Procedures for claims of $250,000 or less and its Comprehensive Arbitration Rules and Procedures for larger claims, together with the JAMS Consumer Minimum Standards where they apply. A single arbitrator will decide the dispute. The arbitration will take place in Los Angeles County, California, or by video conference; if you are an individual using the Services for personal purposes, you may choose instead to have any in-person hearing held in the county where you live. Fees are paid as the JAMS rules provide; where the Consumer Minimum Standards apply, Memora pays the fees they require of a business. The arbitrator may award the same individual relief a court could. Judgment on the award may be entered in any court with jurisdiction.

If 25 or more similar demands are filed against Memora by or with the help of the same or coordinated counsel, the JAMS Mass Arbitration Procedures and Guidelines apply, and the demands may be administered in batches.

17.4 Class Action and Jury Trial Waiver

If a court finds this waiver unenforceable for a particular claim, that claim alone will be severed and decided in court, and it will be paused until the individual arbitration of the other claims is complete.

17.5 Time to Bring a Claim

To the fullest extent the law allows, a claim must be brought within one year after it arises, or it is permanently barred.

17.6 Your Right to Opt Out

You may opt out of this agreement to arbitrate by emailing inquiries@memora.systems within 30 days after you first accept these Terms, with the subject line "Arbitration Opt-Out", your name, the wallet addresses you use with the Services, and a statement that you opt out. Opting out does not affect any other part of these Terms.

18. Governing Law and Venue

These Terms are governed by the laws of the State of California, without regard to its conflict of laws rules, and the Federal Arbitration Act governs Section 17. Subject to Section 17, you and Memora submit to the exclusive jurisdiction of the state and federal courts located in Los Angeles County, California. The United Nations Convention on Contracts for the International Sale of Goods does not apply.

19. General Terms

19.1 Entire Agreement and Order of Precedence

These Terms, the Privacy Policy, the Bridge Risk Disclosure and any additional terms shown to you in the Services are the entire agreement between you and Memora about the Services. If they conflict, these Terms govern. The rest of the documentation is for information and does not change these Terms.

19.2 Assignment

You may not assign or transfer these Terms without Memora's written consent. Memora may assign them, including to an affiliate or in connection with a merger, acquisition or sale of assets.

19.3 Severability and No Waiver

If any provision of these Terms is found unenforceable, it will be enforced to the maximum extent possible and the rest of these Terms will remain in effect. A failure to enforce a provision is not a waiver of it. "Including" means "including without limitation".

19.4 Force Majeure

Memora is not liable for any failure or delay caused by events beyond its reasonable control, including failures, attacks, forks or reorganizations of any blockchain or network, changes in law or sanctions, actions of any government, natural disasters, pandemics, war, terrorism, civil unrest, power or internet outages, and failures of third-party services.

19.5 Notices and Electronic Communications

You agree that Memora may give you notices electronically, including by posting them in the Services or on the Status page, or by email if you have given us your address. Notices to Memora must be sent to inquiries@memora.systems.

19.6 Relationship

You and Memora are independent parties. These Terms do not create any partnership, joint venture, agency, employment or fiduciary relationship, and they give no rights to any third party, except that Memora's affiliates and personnel may rely on Sections 8.4, 13 and 14.

19.7 Language

These Terms are written in English. If they are translated, the English version governs. Headings are for convenience only.

19.8 Notice to California Users

Under California Civil Code Section 1789.3, California users are entitled to the following notice: the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs may be contacted in writing at 1625 North Market Blvd., Suite N 112, Sacramento, CA 95834, or by telephone at (800) 952-5210.

Contact Information

If you have any questions about these Terms, contact us:

Company:

Cygnet Technology Inc.

Email:

inquiries@memora.systems