OTC MEME CORP. PLATFORM TERMS AND CONDITIONS

Effective Date: August 4, 2025
Last Updated: August 4, 2025

1. ✅ ACCEPTANCE OF TERMS

By accessing or using the OTC Meme Corp. platform ("Platform"), website located at https://otc.meme, or any related services (collectively, the "Services"), you agree to be bound by:

📋 These Terms and Conditions ("Terms")
🔒 Our Privacy Policy
⚖️ All applicable laws and regulations

⚠️ IMPORTANT: If you do not agree with any of these terms,
you are PROHIBITED from using or accessing the Services.

🏢 Company Information

🏢 OTC Meme Corp.
📍 A Florida Corporation
   240 Vaughn Dr, Ste 8
   Alpharetta, GA 30009
📧 Email: support@otc.meme

2. 📊 DESCRIPTION OF SERVICES

2.1 🚀 Platform Overview

OTC Meme Corp. operates a blockchain-based platform that enables the tokenization of OTC micro-cap securities as meme tokens on the Solana blockchain.

Our Services Include:

🪙 Tokenization of company shares through preferred share structures
🔒 Creation of 1:1 backed tokens representing shares held at Empire Stock Transfer Inc.
📈 Facilitating trading of tokenized securities through bonding curves and liquidity pools
🏗️ Providing market infrastructure for previously illiquid OTC securities

2.2 🚫 Not Investment Advice

⚠️ CRITICAL DISCLAIMER:
THE PLATFORM DOES NOT PROVIDE INVESTMENT, TAX, LEGAL, OR ACCOUNTING ADVICE.

All content on the Platform is for informational purposes only.

You should:

🔍 Conduct your own research
🧑‍💼 Consult with qualified professionals
💡 Make informed investment decisions independently

3. 👤 ELIGIBILITY AND REGISTRATION

3.1 ✅ Eligibility Requirements

To use the Services, you must:

🎂 Be at least 18 years of age
⚖️ Have the legal capacity to enter into binding contracts
🚫 Not be prohibited from using the Services under applicable laws
📋 Complete all required KYC and AML verification procedures

3.2 📝 Account Registration

You must provide accurate, current, and complete information during registration and maintain the accuracy of such information.

You are responsible for:

🔐 Safeguarding your account credentials
👤 All activities that occur under your account
🚨 Immediately notifying us of any unauthorized use

4. 🪙 TOKENIZATION PROCESS

4.1 🏢 Company Tokenization

Companies seeking to tokenize their securities must:

📋 TOKENIZATION REQUIREMENTS:
✅ Create Series "M" Preferred Shares (or equivalent) as specified
✅ Execute a tripartite agreement with OTC Meme Corp. and Empire Stock Transfer Inc.
✅ Irrevocably deposit 1,000,000,000 preferred shares with Empire Stock Transfer
✅ Pre-fund and purchase 40-60% of minted tokens immediately upon tokenization
✅ Acknowledge that deposited shares cannot be reclaimed

4.2 🔗 Token Characteristics

All tokens created through our Platform:

🏦 Are backed 1:1 by preferred shares held at Empire Stock Transfer
📊 Cannot exceed the number of shares held in custody
💰 Are subject to a 0.04% total transaction fee (0.03% to OTC Meme Corp., 0.01% to Empire Stock Transfer)
📈 Trade according to bonding curve mechanics until reaching graduation thresholds

4.3 🚫 Company Restrictions

Companies that tokenize their shares:

❌ PERMANENT RESTRICTIONS:
• CANNOT redeem tokens for their deposited preferred shares
• Cannot manipulate token supply or backing ratios
• Must comply with all disclosure requirements
• Are permanently restricted from accessing their deposited shares

5. 💰 TRADING AND FEES

5.1 💸 Fee Structure

All token transactions are subject to the following fees:

// Fee Structure:
📈 During Bonding Curve Phase:
   • 1.1% total (1.0% to Platform, 0.1% to Empire Stock Transfer)

🎓 After Graduation:
   • 0.4% total (0.3% to Platform, 0.1% to Empire Stock Transfer)

⚠️ Fees are:
   • Automatically deducted from each transaction
   • Permanent and coded into smart contracts

5.2 📊 Trading Mechanics

📈 Initial trading occurs through bonding curves for price discovery
🎓 Tokens graduate to full DEX trading upon reaching $50,000 in liquidity
✅ All trades are final and irreversible once confirmed on blockchain
🕐 Trading is available 24/7 subject to blockchain availability

6. ⚖️ REGULATORY COMPLIANCE

6.1 📜 Securities Law Compliance

You acknowledge that:

📋 Tokenized securities may be subject to federal and state securities laws
👤 You are responsible for complying with all applicable regulations
🌍 Certain tokens may be restricted based on your jurisdiction
🛡️ The Platform implements the "Howey Shield" framework for compliance

6.2 🔍 KYC/AML Requirements

All users must:

📋 Complete identity verification procedures
📄 Provide required documentation
✅ Consent to ongoing transaction monitoring
🚨 Report any suspicious activities

6.3 🚫 Restricted Jurisdictions

The Services are NOT available in certain jurisdictions, including:

🏴‍☠️ Countries subject to U.S. sanctions
🚫 Jurisdictions where cryptocurrency trading is prohibited
⚖️ Any location where our Services would violate local law

7. ⚠️ RISK DISCLOSURES

7.1 📉 Investment Risks

🚨 YOU ACKNOWLEDGE AND ACCEPT THE FOLLOWING RISKS:

💸 Complete loss of invested capital
🎢 Extreme price volatility
🏜️ Limited or no liquidity for certain tokens
🔧 Technology failures or exploits
📜 Regulatory changes affecting token value
💔 Company bankruptcy or fraud

7.2 🚫 No Guarantees

⚠️ WE DO NOT GUARANTEE:

📈 Token price appreciation
🖥️ Continued platform operation
💧 Liquidity availability
✅ Regulatory approval
🏢 Company success or viability

7.3 🌫️ Grey Market Securities

Many tokenized securities represent companies in the grey market that:

📊 Have limited or no current financial reporting
💔 May have ceased operations
⚠️ Face significant business challenges
📈 Have no traditional market makers

8. 🎨 INTELLECTUAL PROPERTY

8.1 🏢 Platform IP

All Platform content, features, and functionality are owned by OTC Meme Corp. and are protected by:

©️ International copyright laws
™️ Trademark laws
📋 Patent laws
🔒 Trade secret laws
⚖️ Other intellectual property laws

8.2 📝 User Content

By submitting content to the Platform, you grant us a worldwide, non-exclusive, royalty-free license to use, reproduce, and distribute such content in connection with the Services.

9. 🚫 PROHIBITED ACTIVITIES

You may NOT:

❌ PROHIBITED ACTIVITIES:
• Violate any laws or regulations
• Engage in market manipulation or wash trading
• Use the Platform for money laundering or terrorist financing
• Attempt to hack, disrupt, or damage the Platform
• Impersonate others or provide false information
• Create multiple accounts to circumvent restrictions
• Use automated systems without authorization

10. ⚠️ DISCLAIMER OF WARRANTIES

🚨 CRITICAL DISCLAIMER:
THE SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE"
WITHOUT WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED.

WE SPECIFICALLY DISCLAIM ALL WARRANTIES INCLUDING:

📊 MERCHANTABILITY
🎯 FITNESS FOR A PARTICULAR PURPOSE
⚖️ NON-INFRINGEMENT
✅ ACCURACY OR RELIABILITY OF INFORMATION

11. 🛡️ LIMITATION OF LIABILITY

⚠️ TO THE MAXIMUM EXTENT PERMITTED BY LAW:

🚫 No Liability For:

OTC MEME CORP. SHALL NOT BE LIABLE for any indirect, incidental, special, consequential, or punitive damages

💰 Maximum Liability:

OUR TOTAL LIABILITY SHALL NOT EXCEED the fees paid by you in the twelve months preceding the claim

🌐 External Factors:

WE ARE NOT LIABLE for losses arising from third-party actions, blockchain failures, or force majeure events

12. 🛡️ INDEMNIFICATION

You agree to indemnify, defend, and hold harmless OTC Meme Corp., its officers, directors, employees, and agents from any claims, damages, losses, liabilities, and expenses arising from:

🔒 INDEMNIFICATION COVERS:
• Your use of the Services
• Your violation of these Terms
• Your violation of any third-party rights
• Any content you submit to the Platform

13. ⚖️ DISPUTE RESOLUTION

13.1 🏛️ Arbitration Agreement

Any disputes arising from these Terms or your use of the Services shall be resolved through binding arbitration in accordance with the American Arbitration Association rules.

13.2 👥 Class Action Waiver

You waive any right to participate in:

👥 Class action lawsuits
🏛️ Class-wide arbitration

13.3 📍 Governing Law

These Terms are governed by the laws of the State of Florida, without regard to conflict of law principles.

14. 🔄 MODIFICATIONS

📝 Amendment Rights

We reserve the right to modify these Terms at any time.

Notification Process:

📧 We will notify users of material changes via email or Platform announcement
✅ Continued use after changes constitutes acceptance of modified Terms

15. ❌ TERMINATION

15.1 👤 User Termination

You may terminate your account at any time, subject to completing any open transactions.

15.2 🏢 Platform Termination

We may terminate or suspend your access immediately, without prior notice, for:

⚠️ TERMINATION REASONS:
• Violation of these Terms
• Suspected fraudulent or illegal activity
• Extended period of inactivity
• Any other reason at our discretion

15.3 📋 Effect of Termination

Upon termination:

❌ Your access to the Platform will cease
💰 You remain liable for all transactions prior to termination
🪙 Tokens you own remain on the blockchain
📜 Certain provisions of these Terms survive termination

16. 🔒 PRIVACY AND DATA PROTECTION

16.1 📋 Privacy Policy

Your use of the Services is subject to our Privacy Policy, which is incorporated by reference.

16.2 🛡️ Data Security

While we implement reasonable security measures, no system is completely secure. You acknowledge the inherent risks of providing information online.

17. 🤝 THIRD-PARTY SERVICES

17.1 🏦 Empire Stock Transfer

Custody services are provided by Empire Stock Transfer Inc., a SEC-registered transfer agent. Their services are subject to separate terms and conditions.

17.2 ⛓️ Blockchain Networks

The Platform operates on Solana blockchain. Network operations are outside our control and subject to network rules and conditions.

18. 📋 MISCELLANEOUS

18.1 📜 Entire Agreement

These Terms constitute the entire agreement between you and OTC Meme Corp. regarding the Services.

18.2 🔧 Severability

If any provision is found unenforceable, the remaining provisions shall continue in full effect.

18.3 📄 Assignment

You may NOT assign your rights under these Terms without our prior written consent.

18.4 ❌ Waiver

No waiver of any term shall be deemed a further or continuing waiver of such term or any other term.

19. 🏢 SPECIAL PROVISIONS FOR TOKENIZED COMPANIES

19.1 🔒 Permanent Commitment

Companies acknowledge that preferred share deposits are PERMANENT and IRREVOCABLE.

19.2 💰 Token Purchase Obligation

Companies must purchase 40-60% of their minted tokens immediately upon tokenization at the initial bonding curve price.

19.3 🚫 No Redemption Rights

Companies CANNOT redeem tokens for their deposited shares under any circumstances.

20. 📞 CONTACT INFORMATION

For questions about these Terms:

🏢 OTC Meme Corp.
📍 240 Vaughn Dr, Ste 8
   Alpharetta, GA 30009
📧 Email: legal@otc.meme
📞 Phone: 1-404-734-3277

✅ FINAL ACKNOWLEDGMENT

🚨 BY USING THE OTC MEME CORP. PLATFORM, YOU ACKNOWLEDGE THAT YOU HAVE
READ, UNDERSTOOD, AND AGREE TO BE BOUND BY THESE TERMS AND CONDITIONS.

⚖️ Legal Compliance - These terms are designed to protect both users and the platform while ensuring regulatory compliance across all supported jurisdictions.