Terms of Service
Last Updated: January 2013
PLEASE READ THIS DOCUMENT CAREFULLY. Memowz BV ("Memowz," "we," or "us") offers an online sharing platform and community through its website located at Memowz.com (the "Memowz Site") and related domains, mobile applications, desktop applications, and PC television applications (collectively, the "Memowz Service"). By registering as a member or by using the Memowz Service in any way, you accept these Terms of Service ("Agreement"), which forms a binding agreement between you and Memowz. If you do not wish to be bound by this Agreement, do not use the Memowz Service.
Content
1. Who May Use the Memowz Service
2. License to Use the Memowz Service
3. Privacy
4. Membership
5. Term and Termination; Account Deletion
6. Content Restrictions
7. Code of Conduct
8. Licenses Granted by You
9. Your Representations and Warranties
- Indemnification
- Third Party Copyrights and Other Rights
- Disclaimers
- Limitation of Liability
- Compliance Notice Pursuant to 18 U.S.C. § 2257
- General Provisions
1. Who May Use the Memowz Service
AGE REQUIREMENT: You must be at least 13 years old to use the Memowz Service. If you are at least 13, but are still a minor (this depends on where you live), you must have your parent or legal guardian's permission to use the Memowz Service. Please have him or her read this Agreement with you.
NOTICE TO PARENTS AND GUARDIANS: By granting your child permission to use the Memowz Service, you agree to the terms of this Agreement on behalf of your child. You are responsible for monitoring and supervising your child's use of the Memowz Service. If your child is using the Memowz Service and is either under 13 or does not have your permission, please contact us immediately so that we can disable his or her access. If you have questions about whether the Memowz Service is appropriate for your child, please review our Frequently Asked Questions or contact us.
WARNING: Even if you are old enough to use the Memowz Service and/or have your parent's or guardian's permission, some of the content available within the Memowz Service may not be appropriate for you. Some content may contain "R-rated" material, nudity, profanity, and mature subject matter. If you are under 18, do not view such content.
2. License to Use the Memowz Service
LICENSE: Memowz grants you a limited, non-exclusive license to access and use the Memowz Service for your own personal purposes. This includes the right to view content available on the Memowz Service. This license is personal to you and may not be assigned or sublicensed to anyone else.
RESTRICTIONS: Except as expressly permitted by Memowz in writing, you will not reproduce, redistribute, sell, create derivative works from, decompile, reverse engineer, or disassemble the Memowz Service. Nor will you take any measures to interfere with or damage the Memowz Service. All rights not expressly granted by Memowz are reserved.
3. Privacy
Your privacy rights are set forth in our Privacy Policy, which forms a part of this Agreement. Please review the Privacy Policy to learn about:
- What information we may collect about you;
- What we use that information for; and
- With whom we share that information.
4. Membership
REGISTRATION: To fully use the Memowz Service, you must register as a member by providing a user name, password, and valid email address. You must provide complete and accurate registration information to Memowz and notify us if your information changes. If you are a business, government, or non-profit entity, the person whose email address is associated with the account must have the authority to bind the entity to this Agreement.
USER NAME: We encourage you to use your real name. If you are a business, government, or non-profit entity, you must use the actual name of your organization. You may not use someone else's name, a name that violates any third party right, or a name that is obscene or otherwise objectionable.
ACCOUNT SECURITY: You are responsible for all activity that occurs under your account, including any activity by unauthorized users. You must not allow others to use your account. You must safeguard the confidentiality of your password. If you are using a computer that others have access to, you must log out of your account after using the Memowz Service. If you become aware of an unauthorized access to your account, you must change your password and notify us immediately.
5. Term and Termination; Account Deletion
TERM: This Agreement begins on the date you first use the Memowz Service and continues as long as you have an account with us.
ACCOUNT DELETION: You may delete your account at any time.
TERMINATION FOR BREACH: Memowz may suspend, disable, or delete your account (or any part thereof) or block or remove any content you submitted if Memowz determines that you have violated any provision of this Agreement or that your conduct or content would tend to damage Memowz's reputation and goodwill. If Memowz deletes your account for the foregoing reasons, you may not re-register for the Memowz Service. Memowz may block your email address and Internet protocol address to prevent further registration.
EFFECT OF TERMINATION/ACCOUNT DELETION: Upon termination, all licenses granted by Memowz will terminate. Sections 5 and 10 though 15 shall survive termination. In the event of account deletion for any reason, content that you submitted may no longer be available. Memowz shall not be responsible for the loss of such content.
6. Content Restrictions
You may not upload, post, or transmit (collectively, "submit") any video, image, text, audio recording, or other work (collectively, "content") that:
- Infringes any third party's copyrights or other rights (e.g., trademark, privacy rights, etc.);
- Contains sexually explicit content or pornography (provided, however, that non-sexual nudity is permitted);
- Contains hateful, defamatory, or discriminatory content or incites hatred against any individual or group;
- Exploits minors;
- Depicts unlawful acts or extreme violence;
- Depicts animal cruelty or extreme violence towards animals;
- Promotes fraudulent schemes, multi level marketing (MLM) schemes, get rich quick schemes, online gaming and gambling, cash gifting, work from home businesses, or any other dubious money-making ventures; or
- Violates any law.
7. Code of Conduct
In using the Memowz Service, you must behave in a civil and respectful manner at all times. Further, you will not:
- Act in a deceptive manner by, among other things, impersonating any person;
- Harass or stalk any other person;
- Harm or exploit minors;
- Distribute "spam";
- Collect information about others; or
- Advertise or solicit others to purchase any product or service within the Memowz Site (unless you are an official Memowz partner or advertiser and have a written agreement with Memowz).
Memowz has the right, but not the obligation, to monitor all conduct on and content submitted to the Memowz Service.
8. Licenses Granted by You
LICENSE TO MEMOWZ: As between you and Memowz, you own the content ("content") that you submit to the Memowz Service. By submitting a content, you grant Memowz and its affiliates a limited, worldwide, non-exclusive, royalty-free license and right to copy, transmit, distribute, publicly perform and display (through all media now known or hereafter created), and make derivative works from your content for the purpose of (i) displaying the content within the Memowz Service; (ii) displaying the content on third party websites and applications through a content embed or Memowz's API subject to your content privacy choices; (iii) allowing other users to play, download, and embed on third party websites the content, subject to your content privacy choices; (iii) promoting the Memowz Service, provided that you have made the content publicly available; and (iv) archiving or preserving the content for disputes, legal proceedings, or investigations.
LICENSE TO OTHER USERS: You further grant all users of the Memowz Service permission to view your content for their personal, non-commercial purposes. This includes the right to copy and make derivative works from the content solely to the extent necessary to view the content. The foregoing licenses are in addition to any license you may decide to grant (e.g., a Creative Commons license).
DURATION OF LICENSES: The above licenses will continue unless and until you remove your content from the Memowz Service, in which case the licenses will terminate within a commercially reasonable period of time. Notwithstanding the foregoing, the license for legal archival/preservation purposes will continue indefinitely. Please note that removed content may be cached in search engine indices after removal and that Memowz has no control over such caching.
9. Your Representations and Warranties
For each piece of content that you submit, you represent and warrant that: (i) you have the right to submit the content to Memowz and grant the licenses set forth above; (ii) Memowz will not need to obtain licenses from any third party or pay royalties to any third party; (iii) the content does not infringe any third party's rights, including intellectual property rights and privacy rights; and (iv) the content complies with this Agreement and all applicable laws.
10. Indemnification
You will indemnify, defend, and hold harmless Memowz and its affiliates, directors, officers, employees, and agents, from and against all third party actions that: (i) arise from your activities on the Memowz Service; (ii) assert a violation by you of any term of this Agreement; or (iii) assert that any content you submitted to Memowz violates any law or infringes any third party right, including any intellectual property or privacy right.
11. Third Party Copyrights and Other Rights
Memowz respects the intellectual property rights of others. If you believe that your copyright has been infringed, please send us a notice as set forth in our Copyright and DMCA Policy, which is incorporated into this Agreement. For other intellectual property claims, please send us a notice at info[at]Memowz[dot]com.
12. Disclaimers
Memowz reserves the right to modify the Memowz Service. You are responsible for providing your own access (e.g., computer, mobile device, Internet connection, etc.) to the Memowz Service. Memowz has no obligation to screen or monitor any content and does not guarantee that any content available on the Memowz Service complies with this Agreement or is suitable for all users.
Memowz provides the Memowz Service on an "as is" and "as available" basis. You therefore use the Memowz Service at your own risk. Memowz expressly disclaims any and all warranties of any kind, whether express or implied, including, but not limited to the implied warranties of merchantability, fitness for a particular purpose, non-infringement, and any other warranty that might arise under any law. Without limiting the foregoing, Memowz makes no representations or warranties:
- That the Memowz Service will be permitted in your jurisdiction;
- That the Memowz Service will be uninterrupted or error-free;
- Concerning any content submitted by any member;
- Concerning any third party's use of content that you submit;
- That any content you submit will be made available on the Memowz Service or will be stored by Memowz; or
- That the Memowz Service will meet your business or professional needs;
- That Memowz will continue to support any particular feature of the Memowz Service.
- Concerning sites and resources outside of the Memowz Service, even if linked to from the Memowz Service.
To the extent any disclaimer or limitation of liability does not apply, all applicable express, implied, and statutory warranties will be limited in duration to a period of thirty (30) days after the date on which you first used the Memowz Service, and no warranties shall apply after such period.
13. Limitation of Liability
To the fullest extent permitted by law: (i) Memowz shall not be liable for any direct, indirect, incidental, special, consequential, or exemplary damages, including but not limited to damages for loss of profits, goodwill, use, data or other intangible losses; and (ii) Memowz's total liability to you shall not exceed the amounts paid by you to Memowz over the twelve (12) months preceding your claim(s).
14. Compliance Notice
All pictures, graphics, videos, and other visual media displayed on the Memowz Service are exempt from 18 U.S.C. § 2257 and 28 C.F.R. 75 because they do not consist of depictions of conduct as specifically listed in 18 U.S.C. § 2256 (2) (A) - (D), but are merely, at most, depictions of non-sexually explicit nudity, or are depictions of simulated sexual conduct, or are otherwise exempt because the visual depictions were created prior to July 3, 1995. Memowz is not the primary producer of the visual content contained in the Memowz Service.
15. General Provisions
GOVERNING LAW: This Agreement shall be governed by dutch law
DISPUTES: Any action arising out of or relating to this Agreement or your use of the Memowz Service must be commenced in the Netherlands, the court of Amsterdam.
INTERPRETATION; SEVERABILITY; WAIVER; REMEDIES: Headings are for convenience only and shall not be used to construe the terms of this Agreement. If any term of this Agreement is found invalid or unenforceable by any court of competent jurisdiction, that term will be severed from this Agreement. No failure or delay by Memowz in exercising any right hereunder will waive any further exercise of that right. Memowz's rights and remedies hereunder are cumulative and not exclusive.
SUCCESSORS; ASSIGNMENT; NO THIRD PARTY BENEFICIARIES: This Agreement is binding upon and shall inure to the benefit of both parties and their respective successors, heirs, executors, administrators, personal representatives, and permitted assigns. You may not assign this Agreement without Memowz's prior written consent. No third party shall have any rights hereunder.
NOTICES: You consent to receive all communications including notices, agreements, disclosures, or other information from Memowz electronically. Memowz may provide all such communications by email or by posting them on the Memowz Service. For support-related inquiries, you may contact us. You may send notices of a legal nature to Memowz at info[at]Memowz[dot]com or the following address:
Memowz BV
Venenweg 1
1261 HC Blaricum
the Netherlands
Nothing herein shall limit Memowz's right to object to subpoenas, claims, or other demands.
MODIFICATION: This Agreement may not be modified except by a revised Terms of Service posted by Memowz on the Memowz Site or a written amendment signed by an authorized representative of Memowz. A revised Terms of Service will be effective as of the date it is posted on the Memowz Site.
ENTIRE AGREEMENT: This Agreement incorporates the following documents by reference:
This Agreement constitutes the entire understanding between Memowz and you concerning the subject matter hereof and supersedes all prior agreements and understandings regarding the same..