These Terms of Use ("Terms of Use" or "Agreement") will function as agreements, setting out the terms and conditions that will govern your use and participation in Escrow Transaction management and other services provided on and through Mellifex.com or relying on Mellifex’s smart contract factory (the "Service"). By choosing to use the Service, you must also state that you accept these Terms of Use and your intention and agreement to be bound by them. If you do not want to agree to these Terms of Use, you must stop using the Service further. If you agree to these Terms of Use, you will be bound as follows:

 

1) Definitions - "Account" means (A) the Buyer's account from which payments for a Transaction and related costs will be obtained, (B) Seller's account for which Transaction payments and other payments will be credited, or (C) Business Broker accounts where a Transaction payment and other payments will be credited and their related Affiliate Fee will be obtained. "Agreement" refers to this Agreement, the current operating rules contained on the Site and the Escrow Transaction Directive. "Transaction Details Screen" means the screen on the Site where the User provides all requested information relating to the Transaction. "Escrow Instruction" or "General Instruction" means documents on the Site that contain the terms agreed on the Transaction Details Screen, as well as other terms and conditions of the Escrow Transaction including these Terms of Use. "User" means the Buyer, Seller, and Broker who participates in a Transaction. "Site" refers to the website for the Service which can be found on Mellifex.com, its line of apps, and APIs. "Arbitration" means the binding decisions made by arbitrators of the Blockchain Arbitration Society (BAS). Capitalised terms not defined here will have the same meaning as those specified in the General Escrow Instruction.

 

2) Service Description – The Service is an internet-based escrow smart contract transaction-creation service conducted by Mellifex. Mellifex LLP (a UK-based partnership) acts as a Software as a Service (SaaS) provider for the creation of unique blockchain-based escrow smart contracts. This is the Service of which is intended to give users the ability to facilitate the creation of their own (user-owned, user-created, user-managed) blockchain-based Escrow Transactions, based on the provisions of this Agreement, Site, and Transaction Escrow Instructions in effect. Mellifex does not touch, handle, manage, receive, or distribute "User" funds in any manner.

 

3) Limitation on the Service – The Service is only available for goods and services that are legal and not excluded by Section 4 below. Limitations to the Service may apply and can be found on the Site or in the General Escrow Instruction or Transaction Escrow Instruction. Only registered users of Mellifex and or its third-party Business Partners can use the Service on the Mellifex platform (although the smart contracts live on a public blockchain and, therefore, they could be technically accessed without Mellifex’s permission). To register, you must provide all the necessary information requested on the Site. If you are accessing the Mellifex service via a third-party service provider, you agree to be bound by these Terms of Use, as well as any legal agreements said service provider have outlined in its own Terms of Use. Applicable state or federal laws and regulations may further limit the Service.

 

4) Prohibited Transactions - Users may not use the Site or Service in connection with any Transaction that is illegal or involves any illegal goods, or for any illegal purpose; involving obscene material; involving the sale or trafficking of people; involving ammunition or firearms; involving pirated software, DVDs or videos, or digital items that violate the copyrighted work; involving illegal drugs or controlled substances; involving ransom and / or ransomware scams; involving any Transaction that directly or indirectly involve people (individuals or entities) with whom the User is prohibited from engaging in accordance with export sanctions and controls managed by the Ministry of Finance, Trade, and the State of your domiciled Country; or involving any Transaction that directly or indirectly involve individuals or entities with whom the User is prohibited from engaging in accordance with the laws and regulations managed by the Ministry of Finance, Trade, and the State of their domiciled Country. Additionally, Mellifex, in its sole discretion, may blacklist any Cryptographic Wallet Address and refuse to complete any Transaction that it considers invalid or carried out by anyone other than you, may violate any law, regulation, or if Mellifex has any other legitimate reason. Each User agrees to indemnify and hold Mellifex free from losses resulting from any use or attempt to use the Service in violation of this Agreement.

 

5) Payment Refusal - Due to the use and nature of cryptographic currencies, making electronic fund transfers may be limited by your agreement with your financial institution and / or by applicable law. Mellifex LLP is not responsible and will not be held accountable to any User if the smart contract does not complete a Transaction as a result of these restrictions, or if a financial institution fails to honour any credit or debit to or from the Account. Mellifex is not responsible and will not be held accountable to a User in the event that a Mellifex smart contract rejects a payment due to a User error and / or incompetence. Mellifex may post operating rules related to payments on the Site and change these rules from time to time without notice.

 

6) General Terms of Use - If you arrive at the Site through an entity that is connected and / or integrated with Mellifex (or vice versa) by or through a third party (e.g. Internet-based auctions, exchanges, or intermediaries that conduct electronic markets and Arbitrate Transactions between businesses), then you authorise these third parties to transfer relevant data to Mellifex to facilitate the Transaction. You represent and guarantee that all information you provide to Mellifex or third parties will be true, accurate, and complete. The party who signs this Agreement on behalf of any User represents and guarantees that he is authorised to do so binding that User and is an individual who is at least eighteen (18) years old. To start a Transaction, all Users for a Transaction must register on the Site or the Third-parties’ Site, agree to all conditions in the General Escrow Directive and agree to the Transaction Escrow Directive as well as these Terms of Use.

 

7) Buyer Obligations - On the Transaction Details Screen, the Buyer must designate a payment mechanism (e.g. USDC) and the Cryptographic Wallet Address where the purchase price and related costs (except those costs which must be paid by the Seller) will be obtained for deposit to escrow. Depending on the number of Transactions and the currency chosen for the Transaction, the Buyer must send the required funds through a blockchain-based Transaction to the unique Cryptographic Wallet Address listed in the Transaction panel. The Buyer authorises Mellifex and official Mellifex agents to initiate credit or debit Transactions, as applicable, to obtain the purchase price and fees to be paid for a Transaction and to initiate any debit, entry, or credit reversal. Depending on the situation, it may be necessary to correct errors in payments or transfers and to release Buyer's obligations under Section 19 of this Agreement. Funds received from the Buyer will be deposited into an escrow-based smart contract wallet, created specifically for that Transaction, and registered on the appropriate blockchain ("Escrow Account"). Escrow deposits do not generate interest for the Buyer or Seller. The buyer must notify the Seller about the receipt or non-receipt of the item on the date the item was received or the Buyer Inspection Period begins. The Buyer must notify Seller about the Buyer’s acceptance or rejection of goods before the Buyer Inspection Period ends. After receiving notification from the Buyer that the item has been received and accepted (electronically signed), the Mellifex smart contract will transfer the payment amount (minus fees) to the Seller Account. Fund transfers to the Seller will generally begin within a few minutes from the signed acceptance.

 

8) Seller Obligations - On the Transaction Details Screen, each Transaction Seller must designate the Cryptographic Wallet Address where the Transaction payment will be made. Each Seller authorises Mellifex and its authorised agents to make credit entries to the Seller Account through a smart contract to pay the purchase price or the applicable balance, and to debit the Seller Account to release Seller obligations. Each Seller in a Transaction will send the items listed or produce the required service as listed in the Transaction Details Screen directly to the Buyer (or Buyers) at the address specified by the Buyer, as indicated on the Mellifex interface, and with the terms and conditions agreed in the General Escrow and Transaction Instruction. If selling goods and not services, the seller must use a shipping service that provides shipping confirmation and must provide a tracking number or reference for shipping items to the Buyer. If the Seller notifies Mellifex about the non-receipt of items returned within the Seller inspection period, the Mellifex smart contract for the said Escrow Transaction will hold the escrow funds pending dispute resolution or take other permitted actions. Notwithstanding anything of the above, if all Users for the Transaction agree to the Transaction Details Screen that no shipments are required, then no party to this Agreement will have obligations under this Agreement concerning shipments.

 

9) Business Broker Obligations - On the Transaction Details Screen, each Business Broker of a Transaction must designate a Cryptographic Wallet Address where the Affiliate Fee payment will be made. Each Business Broker authorises Mellifex and its official agents to initiate credit entries to the Broker's Account to receive Affiliate commissions and to debit the Broker's account to release the Broker's obligations. Each Broker in the Transaction must provide a Buyer e-mail, Seller e-mail, and Transaction details including purchase price, description of the merchandise, billing addresses, and time-lock. Business Clients who are also Brokers for (Third-party Managed Accounts) are solely responsible for any KYC (Know Your Customer) or AML (Anti Money Laundering) requirements necessary by law for the jurisdiction in which Transactions are taking place. Mellifex will not be responsible for third-party client identification in any way. Business Clients who are also Brokers for (Third-party Managed Accounts) are solely responsible for the Arbitration and or dispute management for said Accounts, who access and use the Mellifex system either directly or indirectly via a third-party system. Mellifex will not be responsible for Third-party Managed Accounts who are unable to settle disputes via their Broker’s platform.

 

10) Mellifex Obligations - Mellifex is obliged to perform only tasks that are clearly described in this Agreement and the General Escrow Directive. Mellifex will not be responsible for errors in judgment, for any actions taken or not taken, or for factual or legal errors, except for intentional negligence or intentional errors (subject to limitations in Section 17 below). Mellifex can rely on notifications, requests, chat messages, letters, certificates, agreements, or any other documents intended to be sent or signed by or on behalf of the User indicated as the sender or signer and has no obligation to conduct an investigation. In the event that Mellifex LLP is unsure about its duties or rights under this Agreement, it will not accept instructions, requests, or notices from Users or financial institutions which, in the opinion of Mellifex, contradict one of the provisions of this Agreement. Instead, Mellifex may (i) consult with its chosen legal counsel and any action taken or not taken based on the advisor's advise must be deemed approved by you, or (ii) take no action other than depositing funds in escrow for delivery in accordance with the General Escrow Instruction pending Arbitration.

 

11) Cancelling a Transaction - An Escrow Transaction on the Mellifex platform may have one of nine different states (Pre-Created or Not Accepted, Created, Funded, Cancel Request, Cancelled, Refunded, Completed, Disputed, and Mediated). Cancellation of a Transaction differs depending on which state the Transaction is in. Any Escrow Transaction that is in the "Pre-Created" state is not yet on chain and can be deleted or cancelled, once done, both parties to the Transaction will no longer see or have access to the Transaction. Any Escrow Transaction that is in the "Created, Funded, Cancel Request, Cancelled, Refunded, Completed, Disputed, or Mediated" state, cannot be deleted. This is due to the smart contract being published to a public blockchain. Once published, Mellifex can no longer delete publicly registered smart-contract escrows due to the nature of blockchain technology. If a Transaction is in the "Created" state and has not received funds, either party to the Transaction can choose to hide the Escrow Transaction within their Mellifex dashboard, but cannot officially cancel and / or delete it. If a Transaction was in the "Created" state and has received funds (changing its state to "Funded"), either party to the Transaction can request Arbitration (changing its state to "Disputed" and starting the process of fund disbursement). Once the Arbitration is complete, either party to the Transaction can choose to hide the Escrow Transaction within their Mellifex dashboard, but cannot officially cancel and or delete it, at this point the state will appear as "Mediated". "Completed" escrows are fully completed Escrow Transactions, and cannot be cancelled, deleted, or hidden in any way. Mellifex may choose to limit access to a Transaction if Mellifex or an agent of Mellifex suspects illegal activity within a Transaction.

 

12) Questions about the Service - You can ask about payments made through the Service with e-Mailing Customer Support at customer@mellifex.com. If you believe that an error has occurred or that your Account or Service has been misused, you agree to e-mail as soon as possible, but no later than forty-eight hours after you learn of the error. When you contact Mellifex, please be prepared to provide your name, Mellifex reference number and e-mail address that you have registered on the Mellifex site.

 

13) Statements and Verification - You agree that all disclosures and communications regarding this Agreement and the Service will be made via e-mail or on the Site unless the parties make other arrangements as specified in the General Escrow Instruction.

 

14) Digital Identification - You understand and agree that Mellifex will create, publish, and verify digital identification ("Digital ID") for each User. This Digital ID is attached to every electronic document and e-mail notification received. You agree that your Digital ID is a valid "Electronic Signature". Please review the General Escrow Instructions for more information on using the Mellifex Digital ID.

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15) Security - Mellifex uses a secure socket layer ("SSL"), a security protocol that provides data encryption, server authentication, and message integrity for connections to the Internet to ensure that the data you provide Mellifex is not sent over the Internet unencrypted. and cannot be seen by unauthorised people. Mellifex also implements a security system that requires a user ID and password to access your Transactions on the Site. You agree not to give your password to other people or entities and protect it from being used or discovered by others.

 

16) Disclaimers - You expressly agree that your use of the Service is at your sole risk. the Service are provided on a strictly "as is" and "as available" basis. MELLIFEX MAKES NO WARRANTY WITH REGARD TO THE UNDERLYING TRANSACTIONS, ANY ITEMS OBTAINED BY YOU THROUGH THE USE OF THE SITE OR THE SERVICE, THAT THE SERVICE WILL MEET YOUR REQUIREMENTS, OR THAT THE SERVICE OR THE SITE WILL BE UNINTERRUPTED, TIMELY, OR ERROR FREE. Mellifex expressly disclaims any and all express and implied warranties, including, but not limited to, the implied warranties of merchantability, fitness for a particular purpose and non-infringement. Mellifex shall not be liable or responsible for those guarantees, warranties and representations, if any, offered by any Seller of items. No advice or information, whether oral or written, obtained by you from Mellifex or through the Service shall create any warranty not expressly made herein. You acknowledge and agree that Mellifex does not endorse the website of any third party, or assume responsibility or liability for the accuracy of any material contained therein, or any infringement of third party intellectual property rights arising therefrom, or any fraud or other crime facilitated thereby. In no event will Mellifex be liable for any act or omission of any third party, including, but not limited to, your financial institution, any payment system, any third party service provider, any provider of telecommunications services, internet access or computer equipment or software, any mail or delivery service or any payment or clearing house system or for any circumstances beyond Mellifex's control (including but not limited to, fire, flood or other natural disaster, war, riot, strike, terrorism, act of civil or military authority, equipment failure, computer virus, infiltration or hacking by a third party, or failure or interruption of electrical, telecommunications or other utility services).

 

17) Limitation of Liability - TO THE EXTENT PERMITTED BY APPLICABLE LAW, NEITHER MELLIFEX OR ITS AFFILIATES WILL BE LIABLE FOR ANY DAMAGES, DIRECT, INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL, RELATED TO THE USE OF THE SITE OR THE SERVICE OR YOUR INABILITY TO USE THE SITE OR THE SERVICE.

 

18) Termination of the Service - Mellifex may suspend or stop your use of the Service at any time, without notice for any reason, at the sole discretion of Mellifex. Unless guaranteed by risks to the security, privacy or integrity of the Service, Mellifex will endeavour to give you prior notice of the suspension or termination of the Service by sending you an e-mail, but Mellifex is not obliged to do so. You will remain responsible for all Transactions that you make through the Service prior to termination, and the performance of your obligations, including but not limited to, delivery of goods and payment of all amounts that you have before termination or termination of your use of the Service. You agree to pay all fees and expenses (including reasonable attorneys fees) that Mellifex may incur for (a) collect the amount you owe under this Agreement, General Escrow Instruction, or Transaction Escrow Instruction or (b) to start arbitration or litigation to resolve disputes between Buyers and Sellers, as provided in the General Escrow Instruction.

 

19) Non-transferable Services - You may not transfer this Agreement or Escrow Instructions to any other person or entity. Your right to use the Service will not be sold or transferred to any other person or entity without the prior written consent of Mellifex. Mellifex may set this Agreement with notice to you. Any assignment or transfer that violates this provision will be null and void.

 

20) Modifications - Mellifex has the right to change this Agreement, or any part thereof, at any time, without prior notice, provided that no changes will apply to the Transaction once the User for the Transaction has agreed to the Transaction. Escrow instructions. You understand that the latest version of this Agreement will be found on the Site.

 

21) Notifications - Notifications from Mellifex to you will be provided via e-mail, or by public posting on the Site. You can contact Mellifex by filling out the customer support form or other e-mail address such as the Mellifex post as the address for notification on the Site in the latest version of the Terms of Use.

 

22) Indemnification - You agree to indemnify and hold Mellifex, the Mellifex affiliates and each officer, director, shareholder, employee and designated party, harmless from any claims, requests, expenses or damages, including reasonable attorneys' fees and court fees, arising out of or related to your use of the Service or any violation of this Agreement, rules contained in the Site or Escrow Transaction Instruction, including, but not limited to, payment of Mellifex fees and any fees collected from the organisation or reversal or not paying credit or debit entries.

 

23) Other - In the event of a dispute, claim, question, or disagreement arising out of or relating to, this Agreement or the underlying Transaction, or violation of any of them, you agree to settle the dispute in the manner specified in the General Escrow Directive . This Agreement will be governed by the laws of England and Wales. The intervening parties freely and voluntarily agree that any dispute, claim, question, or disagreement resulting from the execution, validity, or interpretation of this Agreement as well as any other documents related to this project, including computer programming and coding of the project, will be definitively resolved through the Arbitration administered by the Blockchain Arbitration Society (BAS), which is entrusted with the appointment of the arbitrator or arbitrators, in accordance with its Rules and Regulations and applicable Law and Place provisions from the General Escrow Directive. The language of the Arbitration will be English or Spanish and, for the purpose of notification, the Mellifex LLP indicates the following e-mail as the means of notification: info@theblockchainarbitration.com. This agreement in connection with the General Escrow Instruction and the rules contained on this Site constitutes the entire agreement between Mellifex and you relating to the subject matter of this Agreement and supersedes all prior or contemporary understandings, agreements, communications and / or advertising relating to this matter, the Subject Matter. If there is a conflict between the terms and conditions of this Agreement, the rules contained on the Site, and / or the General Escrow Instruction, the conflicting provisions stipulated in the General Escrow Instruction will control first, these Terms of Use will control both and the rules contained on the Site will control all three. The General Escrow Instruction is included here by this reference. The failure of Mellifex to exercise or enforce the rights or conditions of this Agreement will not constitute a waiver of those rights or conditions unless acknowledged and agreed by Mellifex in writing. If there are other provisions or provisions of this Agreement that are invalid, illegal or unable to be enforced by law or public policy, all other terms and conditions of this Agreement will remain in full force and effect as long as the economic or legal substance of the Transaction referred to herein is not is affected in any way that materially harms any party in this agreement. Mellifex may establish this Agreement for current or future affiliated companies and for interested successors. Mellifex may also delegate certain Mellifex rights and responsibilities under this Agreement to independent contractors or other third parties. If you are a registered Site User, every time you request the Service will constitute your agreement to these Terms of Use, as amended from time to time at Mellifex's sole discretion, and evidence that you have read, understood and accepted the applicable.

 

Terms of Use at that time.

Revised February 22nd, 2024.

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