Legal

Contractual Relationship

These Terms of Service – “Terms” – govern your access and use of the applications, content, and services offered by Mellifex Limited and its parents, subsidiaries, representatives, affiliates, officers, employees, agents, partners, licensors, mergers, acquirers, directors, and trustees  – “Mellifex“. Your access and use is conditioned on your continued acceptance and compliance with these Terms. By accessing or using the Services you are confirming your agreement to be bound by these Terms. So if you do not agree with these Terms, you may refrain from accessing or using the Services. These Terms supersede any prior agreement between Mellifex and you regarding the Services.

Arbitration Agreement

By agreeing to these Terms, you agree that any claim against Mellifex will only be resolved on an individual basis, precluding any class of collective or representative action against Mellifex. However, you and Mellifex retain the right to bring an individual action in the Small Claims Tribunal and the right to seek an equitable relief – e.g. In a court of competent jurisdiction – to prevent the infringement, misappropriation, or violation of a party’s copyrights, trademarks, trade secrets, patents, or other IP rights. Therefore, you and Mellifex agree that any claim related to these Terms or the access or use of the Services will be settled by binding arbitration and not in a court of law. The arbitration will be administered by the Hong Kong International Arbitration Center, in accordance with its Administered Arbitration Rules – the “HKIAC Rules“, in effect, except as modified by this Arbitration Agreement. The parties agree that their arbitrator – “Arbitrator“, and not any local, state, national, or international court, shall have exclusive authority to resolve disputes relating to the Arbitration Agreement or the Terms themselves, under the laws of the Hong Kong Special Administrative Region of the People’s Republic of China – “Hong Kong“. In turn, Mellifex will not act as arbitrator for client escrows and will merely execute binding settlements between buyer and seller, without being a party to their lawsuits.

The Services

The Services comprise tools which unleash the upward mobility of mentors, mentees and their ventures. Subject to your compliance with these Terms, Mellifex grants you a non-exclusive, non-transferable, non-sublicensable, worldwide license to access and use the applications, content, and Services on your personal device, solely in connection with your use of the Services. Additionally, Apple Inc. and Google, Inc. will be third-party beneficiaries to this contract if you access the Services by using applications available on the App Store or Google Play respectively. The Services and all rights not expressly granted herein are and shall remain property of Mellifex or Mellifex’ licensors. These Terms do not convey or grant to you any rights related to the Services, except for the limited license granted above, or to use the brand identity of Mellifex or Mellifex’ licensors, including, but not limited to Apple Inc., Google Inc., Escaroo Ltd., and all the future licensors Mellifex may partner with.

Access and Use of the Services

You may use the Services only if you can form a binding contract with Mellifex and only in compliance with these Terms and all applicable local, state, national, and international laws, rules, and regulations. In order to use most aspects of the Services you must create an account on Mellifex, this registration requires you to submit to us certain personal data. You agree to maintain this information accurate, complete and up-to-date. You acknowledge that we may, without prior notice, change the Services; stop providing the Services or features of the Services or place usage limits for the Services. Mellifex may amend the Terms from time to time, so these amendments will be effective upon posting and your continued access or use of the Services after such posting will confirm your consent to be bound by the amended Terms. The Services are available for use by persons over the legal age of majority… If you are under this legal age, but over the minimum age, 13 or 14 years old depending on your jurisdiction, your parents or legal guardians must agree with these Terms and Privacy Policy on your behalf and supervise your actions. This agreement and supervision means they will bear any legal or financial responsibility or liability for your actions. Note: At this point, Mellifex is not legally required to conduct KYC-AML of its own for transactions not going from / to legal tender – e.g. Like those in USDC. You are solely responsible for the activity that occurs under your account and you agree to safeguard the security and secrecy of your account at all times. Mellifex will not be liable for any loss or damage arising from a weak password or the misuse of your account. Remember that you may never ever assign or transfer your account to any other person or entity without our informed consent. You agree to comply with all applicable laws when accessing or using the Services. It is strictly prohibited using the Services for any unlawful purpose or promotion of illegal activities; uploading or posting any content that is defamatory, libelous, hateful, violent, obscene, pornographic, or offensive; using the Services for spamming other users; accessing private areas of the system providing the Services; disrupting the security or authentication of Mellifex’ networks; accessing or attempting to access the Services by any means other than the currently provided by Mellifex; forging official documents such as term sheets on your behalf or someone else’s; posting false source-identifying information; and interfering with the access of any user or provider of the Services. “Content” means any information, multimedia or otherwise, uploaded, downloaded or appearing on the Service. You retain ownership of all Content you submit, post, display, or make available on the Service until you – the “Mentor” – and you – the “Mentee” – agree to transfer the ownership of this IP – e.g. To your venture. By submitting, posting, displaying, or making Content available through the Service, you grant Mellifex an EXCLUSIVE, transferable, sub-licensable, royalty-free, worldwide license to use any Content that you publish in connection with Mellifex. No legal obligation will be accepted with respect to any idea, proposal, concept, suggestion, or material submitted, unless previously agreed in writing. This IP license ends when you delete the Content or your account, provided such Content has not been already shared with other users who have not deleted it. Encrypted messaging follows the Chatham House Rule, this means participants are free to make fair use of the information received, but neither the identity nor the affiliation of the speaker, nor that of any other participant, may be revealed! You may only provide Content that you are comfortable sharing with others under these Terms and reserve sensitive information for your Mentor or Mentee once you have physical evidences of some oral or written non-disclosure agreement. Bear in mind that, giving access to nonpublic information, may still be deemed illegal under certain circumstances, so please, seek legal advice if you have any doubts. You confirm that you have the right to grant Mellifex the license described above and you do not contribute any Content that interferes with the copyright or trademark of another party; reveals any trade secret, unless it belongs to you or you have the owner’s permission to disclose it; infringes any IP, privacy or publicity right; intentionally spreads disinformation; or contains malicious links. Mellifex reserves the right in its discretion to remove such Content or terminate users at any time in order to satisfy any legal aspect such as the enforcement of our agreements, an ongoing investigation; or any potential violation of the IP of Mellifex or Mellifex’ licensors: Trademarks, logos, domain names, and other distinctive brand features. We will always support allegations from users or any licensor that are proved to constitute an infringement and respect the decisions of each and every competent authority with jurisdiction by maintaining our a sheer impartiality.

Payment

Mentors can subscribe from 21 categories to 99 subcategories for free: This classification sticks to the International Standard Industrial Classification of All Economic Activities – “ISIC” – published by United Nations, Mentees are able to list their ventures and auction them for free too. However, there is a cost-per-bid of aprox. $20… Mentees will still be notified about the total number of bids and their digits – “*,***,***” – at no cost, while opting in to unmask the exact bid amounts and bidder’s ID upon payment. Additionally, there is a finder’s fee – “5%“. Why this rate? Because valuations would be significantly lower outside an auction house like ours and so would investments and exits. You agree that any legal or financial responsibility or liability for your personal or corporate actions will be beared by your natural or legal person and not by Mellifex itself. Mellifex reserves the right to establish, remove, and revise Payments for the Services you access and use, at any time and in Mellifex’ sole discretion. We will inform you of changes that may or may not apply in future promotions, provided that you will be responsible for all Payments incurred under your account, regardless of your awareness or the quality or quantity of the Payment. You may elect to cancel your request for the Services prior to the very commencement of such Services, acknowledging that any Payment made by your person, besides temporarily frozen escrows, is final and non-refundable, unless otherwise determined by Mellifex.

Disclaimers; Limitation of Liability; Indemnity

You agree that your access and use of the applications, Content and Services is at your own risk and that the Services are provided to you on an “as is” and “as available” basis. Without limiting the foregoing, Mellifex and Mellifex’ licensors disclaim any warranties, expressed or implied, of merchantability, fitness for a particular purpose, or non-infringement. We make no warranty and disclaim all responsibilities and liabilities for the completeness, accuracy, availability, timeliness, security, or reliability of the applications, Services, or Content… Your own judgement must prevail over the bids and comments of other market participants, do not participate if you do not have enough self-control! To the maximum extent permitted by applicable law, Mellifex and its parents, subsidiaries, representatives, affiliates, officers, employees, agents, partners, licensors, mergers, acquirers, directors, and trustees; shall not be liable for any direct, indirect, incidental, special, consequential, punitive or exemplary damages, liability, or losses; including but not limited to loss of profits, data, use, good-will, or other intangible losses, resulting from your access or use of the Services or any Content, even if Mellifex has been informed of the possibility of such damage. Also, Mellifex does not warranty that the Services will meet any of your requirements on an uninterrupted, secure, or error-free basis. No Content obtained from Mellifex or through the Services will create any warranty not expressly made herein. Investing in private companies involves high risk and it should only be done by accredited investors. Biddings may not be interpreted as equity offerings per se to buy or sell the underlying securities mentioned, for the parties and their legal advisors are still required to negotiate the terms on their own behalf. Ventures appear with a certain level of randomness as users navigate through them, but in the future, Mellifex might want to augment its algorithm and use behavioral economics for orientation purposes, taking into account that users will always have the last word. Mellifex also reserves its pre-emption right or right of first refusal to acquire key ventures newly coming into existence before any other person, whenever those represent the general interest of its community. Although blockchain escrow is jurisdictionally agnostic, non-sanctioned persons from sanctioned countries will face a higher risk that might not allow them to issue and / or redeem tokens nor being reimbursed. Mellifex Limited is not a financial institution under the Securities and Futures Ordinance – “SFO” – published by the Securities and Futures Commission – “SFC – and it is exempt from providing financial services to the public. Its key partner Escaroo Limited – “Escaroo” – is registered with the Jersey Financial Services Commission, Registration No.: 129709. Content is not directed towards natural or juridical persons in any jurisdiction where the access or use of the Services is geo-blocked. It is your responsibility to be aware and observe your domestic policies. Our approach is closer to peer-to-peer investing – “P2PI” – than it is to equity crowdfunding, still, the non-custodial funds, are brokered via Escaroo’s smart contracts, so those will never ever be centrally pooled by Mellifex in any way, shape, or form, avoiding further responsibilities. If anyone brings a claim against us related to your actions or Content on the Services or the ones of someone using your account, you will indemnify and hold both, Mellifex and Escaroo, harmless and against all damages, losses, and expenses of any kind related to such claim. Some of your jurisdictions do not allow the exclusion of certain warranties or the disclaimer of responsibilities or liabilities for some damages, so the limitations above may not apply to you. For any minor claim excluding equitable relief, the party requesting relief may choose to resolve the dispute through binding non-appearance based arbitration. This party shall initiate it through the Hong Kong International Arbitration Center, conducted by telephone, email, videocall, or solely based on letter submissions; not involving personal appearance by the parties or witnesses, unless otherwise mutually agreed; and entering their arbitration award as judgement in any court of competent jurisdiction. Mellifex may assign these Terms without informed consent to any: Parent, subsidiary, representative, affiliate, officer, employee, agent, partner, licensor, merger, acquirer, director, or trustee. You may not assign these Terms to any third party without our informed consent. Remember that there is no legal partnership, entity, agency, or corporate-affiliate relationship between you and Mellifex, but the voluntary and – of course – 100% uncoerced agreement between both of our independent persons, period.

Other Provisions

These Terms are governed by the laws of the Hong Kong Special Administrative Region of the People’s Republic of China, without regard to its conflict of law principles or your state or country of residence, except as may be otherwise provided in the Arbitration Agreement. All claims arising in connection with the Services will be brought solely in Hong Kong, so you consent to the jurisdiction and venue in such courts and waive any objection as to inconvenient forum. The choice of law provision regarding the interpretation of these Terms, is not intended to create any right for non-local users to assert claims under Hong Kong law, but the use of this law to interpret these Terms. Mellifex might amend the choice of law in the future – e.g. By reincorporating a parent or subsidiary in a different jurisdiction.