End user agreement for Memeo Share
<strong>END-USER LICENSE AGREEMENT</strong> THIS IS A CONTRACT. PLEASE READ IT CAREFULLY. BY INSTALLING MEMEO SOFTWARE AND/OR USING MEMEO WEB-BASED SERVICES, YOU ACCEPT ALL THE TERMS AND CONDITIONS OF THIS AGREEMENT. YOU WILL NOT BE ABLE TO USE MEMEO SOFTWARE AND/OR MEMEO WEB-BASED SERVICES UNLESS YOU ACCEPT THIS AGREEMENT. BY USING SUCH SOFTWARE OR SERVICES, YOU ARE AGREEING TO BE BOUND BY THE TERMS OF THIS LICENSE. IF YOU DO NOT AGREE TO ANY TERM OR CONDITION, YOU MAY NOT INSTALL OR RUN THE MEMEO SOFTWARE OR USE THE MEMEO WEB-BASED SERVICES. <strong>1. License. Memeo Inc.</strong>, a Delaware corporation, ("Memeo") hereby grants to the purchaser (hereafter "you") a personal, non-exclusive, non-transferable license (the "License"), without the right to sublicense, to use (i) any application, installation, utility, system, upgrade or other software accompanying this License, whether on disk, in read only memory, or on any other media (the "Memeo Software") and/or as applicable, (ii) any electronic data processing, transmission and storage provided by any Memeo website and servers (“Services”), the related documentation and materials (“Documentation”). The Memeo Software, Services and Documentation may collectively and individually be referred to as the “Memeo System”. The Memeo Software is licensed for use in object code form only, for your internal use and only on a single computer, mobile device or other hardware device owned or leased by you (a “Hardware Unit”). The Memeo Software is licensed, not sold, to you by Memeo Inc. You own the media on which the Memeo Software is recorded but Memeo Inc. and/or Memeo`s licensor(s) retain title to the Memeo Software and to any copies which this License may explicitly authorize you to make. You acknowledge that Memeo and/or Memeo`s licensor(s) (hereafter, collectively referred to as "Memeo") retain all other ownership rights connected with the Memeo Software, including, without limitation, all copyrights, trademark rights, and all other intellectual property rights. You agree to refrain from any action which would diminish such rights or would call them into question. You agree that this License shall apply to any software provided or made accessible to you by Memeo or Memeo’s representative as replacement, supplemental or upgrade software to substitute for or to be used in conjunction with the software accompanying this License. <strong>2. Permitted Uses and Restrictions.</strong> This License allows you to install and use the Memeo Software on a single Hardware Unit and solely for non-commercial purposes. You may not install and/or operate the Memeo Software on more than one Hardware Unit at a time. You may make one copy of the Memeo Software in machine-readable form, or related documentation, for backup purposes only. The backup copy must include all copyright notices and any other proprietary legends contained on the original copy of the Memeo Software. You may use the Memeo Software in a networked environment and transmit the Memeo Software from one Hardware Unit to another over a network so long as you have a separate license for each Hardware Unit that receives or transmits the Memeo Software. Except as permitted by applicable law and this License, you may not decompile, reverse engineer, disassemble, modify, rent, lease, loan, distribute, create derivative works from the Memeo Software or publish or transmit the Memeo Software over a network. In addition, you cannot engage in any of the following: (i) providing or permitting use of or disclosing the Memeo Software to third parties, (ii) providing use of the Memeo Software in a computer service business, network, time-sharing or multiple-user arrangement to users who are not individually licensed by Memeo, (iii) making alterations to or copies of any kind of the Memeo Software (except as specifically permitted above), or (iv) making telecommunication data transmission of the Memeo Software.<br />You are solely responsible for your conduct while using the Memeo System, including any Content you generate, transmit or store on the Memeo System. Memeo is not responsible or liable in any way for any Content provided by others and has no duty to pre-screen such Content. However, Memeo reserves the right at all times to determine whether Content is appropriate and in compliance with this License, and may remove Content at any time, without prior notice and in its sole discretion, if such Content is found to be in violation of this License or otherwise deemed inappropriate by Memeo in its absolute discretion. Your use of the Memeo System should conform to the requirements of the law, respect for the rights of other users of the Memeo System and third parties, and current standards for communicating, backing-up and storing Content on-line. By your use of all or any portion of the Memeo System, you agree to use appropriate conduct and language when you are online—this includes (but is not limited to) following the rules of any ISP, any other on-line services, this License and all applicable laws. Inappropriate conduct falls into a number of categories. The more commonly understood categories are discussed below, although this list is not exclusive. -Illegal, Tortious and/or Objectionable Conduct: The Memeo System may be used only for lawful and proper purposes. The laws and rules that apply in the off-line world must be obeyed on-line as well. Posting, transmitting, promoting, using, distributing, backing-up, manipulating or storing Content that could subject Memeo to any legal liability, whether in tort or otherwise, or that is in violation of any applicable law or regulation, or otherwise contrary to commonly accepted community standards, is prohibited, including information and material protected by copyright, trademark, trade secret, nondisclosure or confidentiality agreements, or other intellectual property rights, and material that is obscene defamatory, constitutes a threat, or violates export control laws. Memeo reserves the right to cooperate with law enforcement authorities and both the civil and criminal courts, including complying with warrants, court orders and subpoenas. Memeo may send you a warning about the violation of this License, but Memeo reserves the right not to do so. Examples of objectionable conduct and Content that violate this License:
<ul>
<li>Harassing, threatening, or embarrassing another, including unsolicited or commercial communications</li>
<li>Stalking another ("cyberstalking")</li>
<li>Posting, transmitting, backing-up, storing or facilitating distribution of Content that is harmful, abusive, violent, racially or ethnically offensive, lewd, vulgar, defamatory, unreasonably offends or threatens physical harm to others or yourself or otherwise (in a reasonable person`s view) objectionable</li>
<li>If you are an adult, requesting personal or other information from a minor (any person under the age of 18 or such other age as local law defines as a minor) who is not personally known to you, including but not limited to any of the following: full name or last name, home address, zip/postal code, telephone number, picture, or the names of the minor`s school, church, athletic team or friends</li>
</ul>
-Infringing Content: Before you upload or download any Content while using the Memeo System, make sure you have been given the legal right to do so by the owner of the Content. You must not copy, use, transmit, modify, distribute, show in public or in private, or create any derivative works from any of the Content you find through the use of the Memeo System, unless you have the legal right to do so. If you believe that any Content in which you claim copyright has been infringed by anyone using the Memeo System, please contact Memeo (see below), and provide the information requested by Memeo as required by the Online Copyright Infringement Liability Limitation Act of the Digital Millennium Copyright Act (17 U.S.C. 512). Memeo`s copyright agent for notice of claims of copyright infringement on or regarding Memeo Share can be reached as follows: By email: copyrightagent@Memeo.com By mail:<br />Copyright Agent<br />Memeo Inc.<br />15 Enterprise, Suite 500<br />Aliso Viejo, CA 92656<br />U.S.A. Please remember that these are only guidelines and objectionable Content may take other forms. However, Memeo reserves the right to make the final determination about whether Content is objectionable or not. Your rights under this License will terminate automatically and at the discretion of Memeo, without notice, if you fail to comply with any term(s) of this License. You may access the Memeo Software and any corresponding services of the Memeo System only through the interfaces and protocols provided or authorized by Memeo. You agree to abide by all laws and regulations in effect regarding your use of the Memeo Software. Finally, you may not authorize or assist any third party to do any of the things prohibited in this paragraph. The Memeo Software is a "commercial item," as that term is defined in 48 C.F.R. 2.101, consisting of "commercial computer software" and "commercial computer software documentation," as such terms are used in 48 C.F.R. 12.212 (Sept. 1995). Consistent with 48 C.F.R. 12.212 and 48 C.F.R. 27.405(b)(2) (June 1998) and 48 C.F.R. 227.7202, all U.S. Government end users acquire the Memeo Software with only those rights as set forth herein. <strong>3. Information and Customer Privacy Policies.</strong> Information and Customer Privacy Policies. For information regarding Memeo’s information practices, including information it collects from you, how Memeo will use the information, and the choices you have with your information please refer to the Memeo Customer Privacy Policy which can be found at www.memeo.com/privacy/. By installing or using the Memeo System or any part thereof, you consent to these information practices. <strong>4. Changes and Upgrades.</strong> Changes and Upgrades. Memeo may change or discontinue any feature or component on the Memeo System at any time and without notice. Any supplemental software, fixes or upgrades (“Upgrades”) may be subject to additional terms and conditions that will be presented to you at the time of such Upgrades. By installing or using the Upgrades, you agree to comply with such additional guidelines and rules. <strong>5. Limited Warranty on Media.</strong> Memeo warrants the media on which any Memeo Software is delivered to be free from defects in materials and workmanship under normal use for a period of ninety (90) days from the date of original purchase. Your exclusive remedy under this paragraph shall be, at Memeo`s option, a refund of the purchase price of the product containing the Memeo Software or replacement of the Memeo Software which is returned to Memeo or an authorized representative of Memeo. THE LIMITED WARRANTY SET FORTH HEREIN IS EXCLUSIVE AND IN LIEU OF ALL OTHERS, WHETHER ORAL OR WRITTEN, EXPRESS, OR IMPLIED. MEMEO SPECIFICALLY DISCLAIMS ALL OTHER WARRANTIES. THIS LIMITED WARRANTY GIVES YOU SPECIFIC LEGAL RIGHTS, AND YOU MAY ALSO HAVE OTHER RIGHTS WHICH VARY BY JURISDICTION. <strong>6. Disclaimer of Warranty on Memeo System.</strong> You expressly acknowledge and agree that use of the Memeo System and/or any part of it is at your sole risk. The Memeo System is provided "AS IS," “WITH ALL FAULTS” and without warranty of any kind except as explicitly provided in paragraph 5 herein above. For the purposes of this Agreement, “Content” means shall mean any and all human readable or patent audio and/or visual elements created or owned by Memeo, you or third parties, including, without limitation, any text, graphics, images, illustrations, photographs, animations, video, audio or audiovisual works, designs, logos, information, and other content of every kind or nature. You, not Memeo, shall have sole responsibility for the accuracy, quality, integrity, legality, reliability, appropriateness and copyright of all Content that you transfer or agree to receive through the Memeo System and Memeo shall not be responsible or liable for the deletion, corruption, destruction, damage, or loss of or failure to store or back-up, any Content. It is your responsibility to verify that all desired files and Content are successfully transferred after you make a transfer using the Memeo System. You are responsible for backing up, on your own computer, any important documents, files, images or other Content. Memeo will not be responsible for the efficacy, reliability or successful achievement of any archiving, manipulation or backup of any Content. If, related to your use of the Memeo System or any a ccount (including any Account as defined in paragraph 11 below) any Content is damaged, lost, made unavailable or corrupted in any way, in whole or in part, or for any reason, neither Memeo nor any of its suppliers or licensors will have any obligation or liability to you. MEMEO EXPRESSLY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES THAT THE MEMEO SOFTWARE AND/OR MEMEO SYSTEM DISTRIBUTED OR MADE ACCESSIBLE BY MEMEO ARE MERCHANTABLE, OF SATISFACTORY QUALITY, ACCURATE, TIMELY, FIT FOR A PARTICULAR PURPOSE OR NEED, OR NON-INFRINGING. MEMEO DOES NOT WARRANT THAT THE FUNCTIONS CONTAINED IN THE MEMEO SYSTEM OR ANY PART OF IT WILL MEET YOUR REQUIREMENTS, OR THAT THE OPERATION OF THE MEMEO SYSTEM OR ANY PART OF IT WILL BE UNINTERRUPTED OR ERROR-FREE, OR THAT DEFECTS IN THE MEMEO SYSTEM OR ANY PART OF IT WILL BE CORRECTED. FURTHERMORE, MEMEO DOES NOT WARRANT OR MAKE ANY REPRESENTATIONS REGARDING THE USE OR THE RESULTS OF THE USE OF THE MEMEO SYSTEM OR SUPPORT IN TERMS OF THEIR CORRECTNESS, ACCURACY, RELIABILITY, OR OTHERWISE. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY MEMEO OR AN AUTHORIZED REPRESENTATIVE OF MEMEO SHALL CREATE A WARRANTY OR IN ANY WAY INCREASE THE SCOPE OF THIS WARRANTY. SHOULD THE MEMEO SOFTWARE PROVE DEFECTIVE, YOU (AND NOT MEMEO OR AN AUTHORIZED REPRESENTATIVE OF MEMEO) ASSUME THE ENTIRE COST OF ALL NECESSARY SERVICING, REPAIR OR CORRECTION OF ANY DEVICES, INCLUDING HARDWARE DEVICES, AFFECTED. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED OR OTHER WARRANTIES, SO SOME OR ALL OF THE ABOVE EXCLUSIONS MAY NOT APPLY TO YOU. <strong>7. Limitation of Liability</strong>. YOUR EXCLUSIVE REMEDY REGARDING ANY MEDIUM CONTAINING THE MEMEO SOFTWARE PROVIDED BY MEMEO SHALL BE THE REPLACEMENT OF ANY SUCH MEDIUM FOUND TO BE DEFECTIVE.<br />MEMEO AND ITS SUPPLIERS AND LICENSORS SHALL NOT BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES ARISING FROM YOUR USE OF, INABILITY TO USE, OR RELIANCE UPON ALL OR ANY PART OF THE MEMEO SYSTEM. THESE EXCLUSIONS APPLY TO ANY CLAIMS FOR LOST PROFITS, LOST, INACCESSIBLE OR MISDIRECTED CONTENT, FAILED BACK-UP, LOSS OF GOODWILL, WORK STOPPAGE, COMPUTER FAILURE OR MALFUNCTION, OR ANY OTHER DAMAGES OR LOSSES OF ANY KIND OR NATURE, EVEN IF MEMEO KNEW OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES. BECAUSE SOME STATES OR JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR THE LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, IN SUCH STATES OR JURISDICTIONS, MEMEO’S LIABILITY, AND THE LIABILITY OF ITS SUPPLIERS, SHALL BE LIMITED TO THE MAXIMUM EXTENT PERMITTED BY LAW. IN NO EVENT SHALL MEMEO’S TOTAL LIABILITY TO YOU FOR ALL DAMAGES EXCEED THE AMOUNT PAID FOR THE RELEVANT MEMEO SOFTWARE . <strong>8. Indemnification.</strong> Upon a request by Memeo, you agree to defend, indemnify, and/or hold harmless Memeo and its parent and other affiliated companies, and their employees, contractors, officers, and directors and any suppliers or Licensors to Memeo, from all liabilities, claims, and expenses, including attorney`s fees and court and other costs, that arise from your use or misuse of all or any part of the Memeo System or any Content, including but not limited to any unauthorized use, copying, back-up, modification, distribution, transmission, receipt or showing of any Content. Memeo reserves the right to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you will cooperate with Memeo in asserting any available defenses. <strong>9. Export Law Restrictions.</strong> Memeo controls and operates the Memeo System from its location in the United States of America and is subject to the United States Export Administration Laws and Regulations. Memeo makes no representation that the Memeo System or any part of same is appropriate or available for use in other locations. You agree that if this Agree ment does not otherwise preclude such export, the Memeo Software will not be exported outside the United States except as authorized by United States law. You also agree that Memeo Software that has been rightfully obtained outside of the United States shall not be exported except as authorized by the laws of the United States and of the jurisdiction in which the Memeo Software was obtained, provided that such export is not otherwise precluded by this Agreement. <strong>10. Content License.</strong> You hereby grant Memeo a worldwide, royalty-free, non-exclusive license to reproduce, modify, adapt and publish any Content provided, posted, transmitted, or distributed by you solely for the purpose of displaying, backing-up and distributing the Content on the Memeo System. Said license shall terminate within a reasonable time after you or Memeo remove such Content from the Memeo System or any termination of your rights under this License. <strong>11. Termination.</strong> Memeo may cancel or suspend your license and use of all or any part of the Memeo System immediately and without notice, if there has been a violation of this License or if you have failed to pay any applicable license fee (a “Default Termination”). You remain responsible for paying any amounts owed on your account at the time your license is terminated or cancelled. In addition to any other remedy available to Memeo, you agree that Memeo may seek immediate injunctive relief in the event of a breach of this L icense by you or any of your officers, employees or agents. If your Memeo Share and/or Auto Back-Up Storage account with Memeo (either or both an “Account”) is an Account for which no monthly subscription fees are required (a “Trial Account”), in addition to the cancellation and suspension rights Memeo may otherwise have pursuant to this License, Memeo may cancel or suspend your L icense and use of the Memeo System, without liability, with or without notice and at any time and for any reason or no reason, in the absolute discretion of Memeo. If your Account is an account for which monthly subscription fees are required (“Premium Account”), then except for a Default Termination related to which no notice of cancellation or suspension shall be required as set forth hereinabove, Memeo may cancel or suspend your L icense and use of all or any part of the Memeo System, without liability, at any time and for any reason or no reason, in the absolute discretion of Memeo, provided that (i) Memeo shall have provided written notice (the “Notice”) to you of its intention to cancel or suspend your Account and this License and set forth the date the cancellation or suspension shall be effective (“Effective Date”), (ii) the Effective Date is at least 5 business days following the date of sending such Notice to you, and (ii) Memeo shall have, within 10 business days of the Effective Date, refunded to you a pro rata portion of the last monthly subscription fee paid by you related to the Account being cancelled or suspended for any portion of such month following the Effective Date.<br />In the event of any cancellation or suspension of any account you may have and/or this License , all Content stored or maintained by any server serving or storing Content related to such a ccount/s, may, at the time of such cancellation or suspension , be rendered permanently unavailable to you from such server. <strong>12. Controlling Law and Severability.</strong> This License shall be governed by the laws of the United States and the State of California (U.S.), excluding its conflict of law provisions and excluding the United Nations Convention on the Sale of Goods. Any action or claim arising out of or relating to this License shall be brought in a state or federal court in the State of California (the “Court”), which Court shall be the exclusive venue for resolution of any such action or claim. You hereby consent to the personal jurisdiction of such Court. If for any reason a court of competent jurisdiction finds any provision, or portion thereof, to be unenforceable, the remainder of this License shall continue in full force and effect. PLEASE NOTE THAT BY AGREEING TO THIS LICENSE AGREEMENT, YOU ARE: (1) WAIVING CLAIMS THAT YOU MIGHT OTHERWISE HAVE AGAINST MEMEO AND ANY OF ITS LICENSORS BASED ON THE LAWS OF OTHER JURISDICTIONS, INCLUDING YOUR OWN; (2) IRREVOCABLY CONSENTING TO THE EXCLUSIVE JURISDICTION OF, AND VENUE IN, STATE OR FEDERAL COURTS IN THE STATE OF CALIFORNIA OVER ANY DISPUTES OR CLAIMS YOU HAVE WITH MEMEO; AND (3) SUBMITTING YOURSELF TO THE PERSONAL JURISDICTION OF COURTS LOCATED IN THE STATE OF CALIFORNIA FOR THE PURPOSE OF RESOLVING ANY SUCH DISPUTES OR CLAIMS. <strong>13. Complete Agreement.</strong> This License along with any Account agreements (“Account Agreement”) required by Memeo and to which you are a party, constitute the entire agreement between the parties with respect to the use of all or any part of the Memeo System and supersede all prior or contemporaneous understandings regarding such subject matter. In the event of any conflict between any Account Agreement and this License, the terms and provisions of this License shall control. No amendment to or modification of this License will be binding unless in writing and signed by Memeo. Memeo may assign this contract at any time without notice to you. <strong>14. Electronic transactions.</strong> Your affirmative act of purchasing a license or installing the Memeo Software or using the Memeo System constitutes your consent to enter into agreements with Memeo electronically. You also agree that Memeo may send to you in electronic form any privacy or other notices, disclosures, reports, documents, communications or other records regarding the Memeo Software (collectively, “Notices”). Memeo can send you electronic Notices to the e-mail address that you provided to Memeo during registration. The delivery of any Notice from us is effective when sent by Memeo, regardless of whether you read the Notice when you receive it or whether you actually receive the delivery. In order to receive Notices electronically, you must have a personal computer with a modem connected to a communications source (telephone, wireless or broadband), and a Windows-based operating system with an Internet browser or a Macintosh-based operating system with an Internet browser. You will need a printer attached to your personal computer to print any Notices. All contracts completed electronically will be deemed for all legal purposes to be in writing and legally enforceable as a signed writing. |
