PLEASE READ THE FOLLOWING TERMS OF USE (“TERMS”) CAREFULLY. BY PARTICIPATING IN THE CREATOR PROGRAM AND/OR THE FCP (EACH, A “PROGRAM” AND
TOGETHER, THE “PROGRAMS”), CREATORS (“CREATOR,” “YOU,” or “YOUR”) HEREBY ACCEPT AND AGREE TO BE LEGALLY BOUND BY THESE TERMS AND ALL TERMS
INCORPORATED HEREIN BY REFERENCE. IT IS YOUR RESPONSIBILITY TO READ THE TERMS BEFORE PROCEEDING TO PARTICIPATE IN THE PROGRAMS, INCLUDING
BUT NOT LIMITED TO ALL FEATURES, SITES, AND CONTENT.
1. ACCEPTANCE OF TERMS
The following Terms of Use is a legally binding agreement which governs Your use of the website and applications owned or controlled by
Memo’d Technologies, LLC (“Memo‘d”, “us”, “we,” or “our”), including, but not limited to, the Memo’d web and mobile applications
(collectively, the “Platform”), and sets forth the terms and conditions for your participation in the Programs. The Terms are subject to,
and will also include, the Terms of Service of the Platform (“Terms of Service”) and the Privacy Policy of the Platform, as such terms
may be amended from time to time in accordance with the terms therein. Any capitalized terms used but not defined herein has the
respective meanings given to them in the Terms of Service. In the case of any inconsistency between these Terms and the Terms of Service,
insofar as they relate to the Programs, these Terms will prevail.
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1.1 Age Requirements. By participating in the Program, you agree to be bound by these Terms as a legal agreement. You
must be at least 13 years old to participate in the Programs.
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1.2 Permission. If You are under 18 years old, You represent that You have Your parent or guardian’s permission to
participate in the Programs. Please have them read these Terms with You. If You are a parent or guardian of a Creator under the age of
18, by allowing your child to participate in the Programs, you are subject to these Terms and responsible for your child’s activity in
the Programs.
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1.3 Businesses. If You are using the Program on behalf of a company or organization, You represent that You have the
authority to act on behalf of that entity, and that such entity accepts these Terms.
2. THE PROGRAMS
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2.1 Creators may participate in the Creator Program, or be selected to participate in the FCP, which provides access to certain Program
Benefits (as defined on the
Memo’d Creator Frequently Asked Questions FAQ
page). You must have a Memo’d account to become part of either Program.
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2.2 Program Benefits. Creators will be given the opportunity to use certain Program Benefits, but in no way is Creator
required to take advantage of any of the Program Benefits.
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2.3 Program Availability. Memo’d reserves the right in its sole discretion to modify, terminate, establish, control,
and limit any aspect of the Programs from time to time, and without any other notice to You. Any such change, update, or modification
will be effective immediately upon posting. Please review these Terms, including the Program Benefits, periodically to ensure that you
continue to agree with all of the terms. If You continue to participate in the Program after those changes, updates, or modifications
are in effect, You agree to the revised Terms.
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2.4 Taxes on Platform Earnings. You may be liable to pay taxes to Your country of residence on Your platform earnings
from the Programs. Check with Your local tax authorities for detailed guidance. Memo’d will charge and withhold the applicable taxes if
required by law. Notwithstanding the foregoing, You will be solely responsible for bearing, reporting, and remitting all income or
withholding taxes and other government charges which may be due as a result of the payments received.
3. INTELLECTUAL PROPERTY
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3.1 Memo’d Intellectual Property. The Programs, Services, and Platform (including all Memo’d content included or
accessible within) are the sole property of Memo’d and are protected by intellectual property rights.
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3.2 Creator’s IP and License Grant. You will retain all ownership and intellectual property rights in any content that
You create, upload, post, transmit, or have uploaded, posted, or transmitted to or through the Platform or Service (“Posted Content”),
in connection with the Program and the Services. By submitting, posting, or displaying Your Posted Content on or through the Platform or
Services, You hereby grant Memo’d a royalty-free, non-exclusive, worldwide, unrestricted and sub-licensable license to use, copy,
reproduce, process, adapt, modify, publish, transmit, display and distribute such Posted Content in any and all media or distribution
methods now known or later developed for the purposes of: (i) displaying and sharing Your Posted Content to other users of the Service;
and (ii) providing the Service as authorized by these Terms. The grant of the license is limited for the term of your participation in
the Creator Program or FCP. No financial or other compensation will be made for the license. Memo’d will have no obligation to use any
of Your Posted Content for any purpose, and any decision to use or not use Your Posted Content for the before mentioned purposes will be
in Memo’d’s sole discretion. Memo’d has no obligation to notify You if it elects to use Your Posted Content in any manner pursuant to
the license granted to Memo’d herein.
4. PARTIES’ RELATIONSHIP
Your participation in the Program does not imply any agency, representation, sponsorship, or endorsement between Memo’d and You.
5. COMMUNICATIONS
Subject to the Privacy Policy, you may receive promotional email communications regarding the Services from Memo’d from time to time. If
You would like to unsubscribe from these promotional emails, find and click the unsubscribe button at the bottom of the promotional
emails.
6. CONFIDENTIALITY
Any information about Memo’d, its affiliates, or its products, including the Platform and the Services, that is made available to You
through the Progtams, including but not limited to this Agreement, that is not otherwise publicly available is Memo’d’s confidential
information (“Confidential Information”). You agree not to disclose any Confidential Information to any third party under any
circumstance, unless previously approved in writing by Memo’d.
7. REPRESENTATIONS AND WARRANTIES
You are solely responsible for your Posted Content and the consequences of posting it. You should only provide Content that you are
comfortable sharing with others. By posting Your Posted Content, You represent, and warrant that:
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7.1 Your Posted Content does not and will not (i) infringe, violate, or misappropriate any third-party’s and/or intellectual property,
privacy, or proprietary right, (ii) defame, harass, bully, or impersonate any other person, or (iii) violate any other law, rule, or
regulation;
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7.2 You have, or have obtained, all rights, licenses, consents, permissions, power and/or authority necessary to grant the rights
granted herein for any Posted Content that You submit, post, or display on or through the Services;
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7.3 Your Posted Content does not contain material subject to copyright or other proprietary rights, unless You have necessary permission
or are otherwise legally entitled to post the material and to grant Memo’d the license described herein;
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7.4 Your Posted Content does not violate these Terms or Memo’d’s Terms of Service, including those additional terms and policies
incorporated by reference; and
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7.5 Unless You have received prior written authorization, your Posted Content specifically does not contain any pre-release or
non-public beta feature or content or any Confidential Information of Memo’d or confidential information of third parties.
8. ACCOUNT SUSPENSION/TERMINATION; FORFEITURE
You are solely responsible for your Posted Content and the consequences of posting it. You should only provide Content that you are
comfortable sharing with others. By posting Your Posted Content, You represent, and warrant that:
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8.1 Account Suspension or Termination. We may suspend or terminate Your account or cease providing You with all or part
of the Services at any time for any or no reason, including, but not limited to, if we reasonably believe: (i) You have violated these
Terms or the Terms of Service; (ii) You create risk or possible legal exposure for us; (iii) Your account should be removed due to
unlawful conduct; (iv) Your account should be removed due to prolonged inactivity; or (v) our provision of the Services to You is no
longer commercially viable. We will make reasonable efforts to notify You by the email address associated with Your account or the next
time You attempt to access Your account, depending on the circumstances.
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8.2 Forfeiture. Without limiting Our other rights or remedies, if We believe You have violated these Terms or the Terms
of Service, We may determine that all or any portion of the remaining platform earnings balance in Your account that you may otherwise
have been entitled to receive will be void and forfeited.
9. DISCLAIMER
Your access to and use of the Services or any Posted Content are at Your own risk. You understand and agree that the Services are provided
to you on an “AS IS” and “AS AVAILABLE” basis. The “Memo’d Entities” refers to Memo’d, its related companies, affiliates, officers,
directors, employees, agents, representatives, partners, and licensors. Without limiting the foregoing, to the maximum extent permitted
under applicable law, THE MEMO’D ENTITIES DISCLAIM ALL WARRANTIES AND CONDITIONS, WHETHER EXPRESS OR IMPLIED, OF MERCHANTABILITY, FITNESS
FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. The Memo’d Entities make no warranty or representation and disclaim all responsibility and
liability for: (i) the completeness, accuracy, availability, timeliness, security or reliability of the Services or any Posted Content;
(ii) any harm to Your computer system, loss of data, or other harm that results from access to or use of the Services or any Posted
Content; (iii) the deletion of, or the failure to store or to transmit, any Posted Content and other communications maintained by the
Services; and (iv) whether the Services will meet Your requirements or be available on an uninterrupted, secure, or error-free basis. No
advice or information, whether oral or written, obtained from the Memo’d Entities or through the Services, will create any warranty or
representation not expressly made herein.
10. LIMITATION OF LIABILITY
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE MEMO’D ENTITIES SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL,
CONSEQUENTIAL OR PUNITIVE DAMAGES, OR ANY LOSS OF PROFITS OR REVENUES, WHETHER INCURRED DIRECTLY OR INDIRECTLY, OR ANY LOSS OF DATA, USE,
GOODWILL, OR OTHER INTANGIBLE LOSSES, RESULTING FROM (i) YOUR ACCESS TO OR USE OF OR INABILITY TO ACCESS OR USE THE SERVICES; (ii) ANY
CONDUCT OR CONTENT OF ANY THIRD PARTY ON THE SERVICES, INCLUDING WITHOUT LIMITATION, ANY DEFAMATORY, OFFENSIVE OR ILLEGAL CONDUCT OF OTHER
USERS OR THIRD PARTIES; (iii) ANY CONTENT OBTAINED FROM THE SERVICES; OR (iv) UNAUTHORIZED ACCESS, USE OR ALTERATION OF YOUR TRANSMISSIONS
OR CONTENT. IN NO EVENT SHALL THE AGGREGATE LIABILITY OF THE MEMO’D ENTITIES EXCEED THE GREATER OF ONE HUNDRED U.S. DOLLARS (U.S. $100.00)
OR THE AMOUNT YOU PAID MEMO’D, IF ANY, IN THE PAST SIX MONTHS FOR THE SERVICES GIVING RISE TO THE CLAIM. THE LIMITATIONS OF THIS SECTION
SHALL APPLY TO ANY THEORY OF LIABILITY, WHETHER BASED ON WARRANTY, CONTRACT, STATUTE, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, AND
WHETHER OR NOT THE MEMO’D ENTITIES HAVE BEEN INFORMED OF THE POSSIBILITY OF ANY SUCH DAMAGE, AND EVEN IF A REMEDY SET FORTH HEREIN IS
FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE.
11. ASSIGNMENT
Creator will not assign, sell, transfer, delegate or otherwise dispose of, whether voluntarily or involuntarily, by operation of law or
otherwise, this Agreement or any or its rights or obligations under this Agreement without Memo’d’s prior written consent. Memo’d may
freely assign this Agreement or any of its rights or obligations under this Agreement without the consent of Creator.
12. GENERAL
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12.1 Applicable Law. Any and all disputes and causes of action arising out of or connected with the Programs and the
enforceability of these Terms, shall be governed by and construed in accordance with the laws of the state of California without regard
to its conflict of law provisions. To the extent that any lawsuit is permitted under this Agreement, You and Memo’d hereby expressly
consent to the personal and exclusive jurisdiction and venue of the state and federal courts located in the City and County of San
Francisco, California, and waive any objection as to inconvenient forum.
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12.2 Entire Agreement. These, including the Terms of Service, Privacy Policy and any other terms and conditions which
are incorporated herein or might accompany the Programs or applicable Service, constitute the entire agreement between You and Memo’d
and shall govern the use of the Programs, superseding any prior agreement between You and Memo’d with respect to the Programs. You may
also be subject to additional terms and conditions that may apply when You use or purchase certain other Memo’d Services, affiliate
Services, third-party content, or third-party software.
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12.3 Waiver; Severability. At any time, should Memo’d fail to exercise or enforce any right of provision of these
Terms, such failure shall not constitute a waiver of such right or provision. If any provision of these Terms is found by a court of
competent jurisdiction to be invalid, the parties nevertheless agree that the court should endeavor to give effect to the parties’
intentions as reflected in the provision, and the other provisions of the Terms remain in full force and effect.
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12.4
No Right of Survivorship; Non-Transferability.
You acknowledge and agree that Your account is non-transferable and any rights to Your account and/or contents within Your account shall
terminate upon Your death.
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12.5 Changes to Terms of Service. Memo’d may, from time to time, change these Terms. Such revisions shall be effective
immediately. Your continued participation in the Program(s) indicates Your acceptance of such changes, and as such, Your frequent review
of this Agreement and policies currently in effect. Should You not agree to any updated, revised or modified terms, You must stop using
the provided Services forthwith.
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12.6 Assignment. We may assign our agreement with You to any affiliated company or to any entity that succeeds to all
or substantially all of our business or assets related to the Programs. Neither these Terms nor any right, obligation, or remedy
hereunder is assignable, transferable, delegatable, or sublicensable by You except with our prior written consent, and any attempted
assignment, transfer, delegation, or sublicense shall be null and void.
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12.7 Electronic Communications. When You use the Services, or send e-mails, text messages, and other communications
from Your computer or mobile device to us, You may be communicating with us electronically. You consent to receive communications from
Memo’d electronically, such as e-mails, texts, mobile push notices, or notices, and messages through the Services, and you can retain
copies of these communications for your records. You agree that all agreements, notices, disclosures, and other communications that we
provide to You electronically satisfy any legal requirement that such communications be in writing.
Last updated: December 2020