Creator Program & Founding Creators Program

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.

1. 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.
2. 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.
3. 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

1. 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.
2. 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.
3. 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.
4. 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

1. 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.
2. 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:

1. 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;
2. 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;
3. 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;
4. 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
5. 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:

1. 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.
2. 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

1. 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.
2. 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.
3. 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.
4. 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.
5. 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.
6. 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.
7. 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.