Last update: October 20, 2016
Welcome and thank you for your interest in the website and services operated by Memeni Technologies Ltd. (“Memeni”). Memeni allows Users, as the term is defined below, to create, explore, join, and participate in collaborative groups through its website located at memeni.com (the “Site”) and related services (the Site and related services, together with any other products, features and services provided by Memeni, are collectively
referred to as the “Service”).
THE SERVICE IS NOT AVAILABLE TO ANY PERSONS UNDER THE AGE OF 18 OR TO ANY USERS PREVIOUSLY SUSPENDED OR REMOVED FROM THE SERVICE BY MEMENI. You represent and warrant that you are at least 18 years old, of legal age in your jurisdiction to form a binding contract, have not previously been suspended or removed from the Service by Memeni, and that all registration information you submit is accurate and truthful. If you are using the Service on behalf of an entity, organization, or company, you represent and warrant that you have the authority to bind such entity or organization to these Terms and you agree to be bound by these Terms on behalf of such entity or organization. If you are agreeing to be bound on behalf of an organization or other entity “you” as used herein means such organization or entity and each end user thereof, including you as an individual. Memeni reserves the right to request proof of eligibility, and your account may be suspended or terminated if satisfactory proof of eligibility is not provided. Memeni may, in its sole discretion, refuse to offer the Service to any person or entity and change its eligibility criteria at any time.
- Registration; Accounts
- Communities and Projects
- Communities. Memeni makes it possible for different Users to come together and collaborate. To facilitate this collaboration, Memeni offers Users the ability to participate in different groups, which are often organized by their businesses, community groups, or people sharing similar interests. Memeni refers to these groups as its “Communities” and the Users (or organizations acting through Users) that create the Communities the Community’s “Sponsors”. A Sponsor can be a business, a not-for-profit organization, a social club, or any other entity and individual Users may serve as Sponsors as well. Certain Sponsors may create what Memeni refers to as “Sponsored Communities” where members of the same business or organization may work collaboratively. Sponsored Communities may have restrictions on access, and you may need permission from the Sponsor of a Sponsored Community before joining it.You agree to comply with all additional guidelines and terms and conditions that a Sponsor may publish in relation to your access to and participation in a particular Community (the “Additional Terms”). For avoidance of doubt, Memeni has no obligation to edit or review any Additional Terms and is and will not be in any way responsible for such Additional Terms, or liable for such Additional Terms or for any action arising in connection with the implementation of Additional Terms.
- Projects. Memeni makes available certain features that allow Users (“Project Owners”) to create and promote projects and ideas (each a “Project”), and to solicit crowd-sourced contributions from other Users (each a “Contributor”) to achieve the Project’s goals, which can include Community fundraising, engaging in question-and-answer exchanges, receiving feedback on ideas, and soliciting ideas from other Users, among other Projects. Memeni is not directly involved with any Project or Project Owner, and is merely an information provider and platform to facilitate involvement by Users in supporting causes. Memeni does not endorse, is not affiliated with, and makes no representation or warranty with respect to any Project or Project Owner. Memeni reserves the right to reject, cancel, interrupt, remove, or suspend a Project at any time and for any reason
- Projects, Generally. Memeni allows you and other Users to create a variety of Projects, including crowd-funding Projects (discussed below in Section 3.B.ii), solicitations for ideas (discussed in greater detail in Section 4), feedback sessions, and similar avenues for Users in a particular Community to advance the Community and each other’s goals. Each contribution to a Project is final, except as set forth herein. Contributors may cancel their contributions to any Project at any time that is no less than 24 hours prior to the published date of release of funds for such Project or the pre-established conclusion of the Project, as the case may be. Notwithstanding the foregoing, Memeni, in its sole discretion and for any reason, may reject, cancel, or reverse any and all contributions to a Project at any time prior to Memeni’s release of such contributions to the Project Owner.
- Projects Involving Funding.
- Project Funding. All funds contributed by Contributors are collected in favor of Project Owners by Memeni’s Payment Processors (as defined below), which shall be responsible for collecting and holding all contributions that have been made to a Project and for transferring such monies to the Project Owner. Each Project shall be subject to minimum terms and conditions as propagated by Memeni and Payment Processors from time to time, and may include additional terms and conditions for fundraising, such as a minimum total fundraising goal. Contributions made by Contributors may be held from release to the Project Owners until all such requirements are fulfilled. Memeni, in its sole discretion, shall decide whether all fundraising requirements and goals have been fulfilled, and may withhold the release of funds to Project Owner in its discretion. Memeni shall have no obligation to release to Project Owner any contributions pledged prior to such event. Project Owner agrees and acknowledges that, until such time as Memeni authorizes the release of contributed funds to the Project Owner, Project Owner has no legal or equitable claim, right or interest in or to any such contributed funds.
- Contributions. Each contribution to a Project is non-refundable, except as set forth herein. In the event a Project fails to meet fundraising requirements, or other requirements set out by Memeni or the Project, Memeni shall instruct the applicable Payment Processor (as defined below) to refund the contributions made by each Contributor to such Project less any applicable Fees charged by Memeni or owed to the Payment Processor. Contributors may cancel their contribution at any time that is no less than 24 hours prior to the published end of the funding period for such Project. Notwithstanding the foregoing, Memeni, in its sole discretion and for any reason, may reject, cancel, reverse, or refund any and all contributions to a Project at any time prior to the release of funds to the Project Owner. Memeni is a for-profit organization and makes no representation as to the tax or charitable status of any Project or Project Owner, and you agree that a Contribution made on or through the Service may be ineligible for any preferential tax treatment or charitable deductions. ALL PAYMENT TRANSACTIONS, TAX RECEIPTS (IF ANY) AND OTHER ASSOCIATED DOCUMENTATION AND OTHER ASPECTS OF YOUR CONTRIBUTION ARE HANDLED DIRECTLY BY THIRD PARTIES (SUCH AS THE PROJECT OWNER OR THE PAYMEN PROCESSOR), AND NOT BY MEMENI.
- Ratings and Feedback. Memeni may allow the rating of Contributors or Project Owners using the Service, taking into account factors such as feedback provided by other Users and information about prior Projects. Memeni may, at its sole discretion, amend the criteria and mechanism for rating Contributors or Project Owners from time to time. Notwithstanding the forgoing, Memeni is not and shall not be responsible for the accuracy, safety or authentication of such rating, and you hereby waive any legal or equitable rights or remedies you may have against Memeni with respect thereto.
- Rewards. From time to time, a Project Owner may offer to each Contributor to a Project, or Contributors meeting certain requirements, a non-monetary incentive or reward in appreciation of the Contributor’s contribution (a “Reward”). Rewards earned by a Contributor are non-transferable and not for resale. Memeni may, in its sole discretion and at any time, limit or restrict the amount and type of Rewards offered in connection with a Project, or may suspend or terminate the offering or receipt of any Reward in connection with any Project, for any reason and without liability to the Project Owner, Contributor or any other third party.Rewards offered by a Project Owner must be in accordance with these Terms and any specific Guidelines published by Memeni, including without limitation the Memeni Rewards Policy. Without limiting the foregoing, the following items or conditions cannot be offered as a Reward:
- Contest Entries (such as entry fees, prize money, etc.);
- Drugs, drug-like substances, drug paraphernalia, or tobacco;
- Electronic surveillance equipment;
- Financial incentives (ownership interests, shares in profits, repayment of loans, etc.);
- Firearms, weapons, or knives;
- Investment rights, shares of a company, shares in profits, equity or security rights, or loan repayment or forgiveness;
- Multilevel marketing and pyramid programs;
- Pornographic or sexually explicit material;
- Prescription or illegal drugs
- Raffle, lottery, or sweepstakes entries or prizes;
- Real estate property;
- Rewards not directly produced by the Project or the Project Owner (for example, no offering things from the garage, repackaged existing products, weekends at a resort, etc.);
- Tax deductions or credits.
ALL REWARDS ARE OFFERED BY THE PROJECT OWNER DIRECTLY TO A CONTRIBUTOR, AND MEMENI MAKES NO REPRESENTATION, WARRANTY, CONDITION OR PROMISE AS TO ANY REWARDS, INCLUDING WITHOUT LIMITATION AS TO THE QUALITY, AVAILABILITY, OR TITLE OF ANY REWARD. If you are a Contributor, you agree and acknowledge that the Project Owner is the sole offeror of the Reward and is fully responsible for all goods and services it provides to you and for any and all injuries, illnesses, damages, claims, liabilities and costs it may cause you to suffer, directly or indirectly, in full or in part, arising out of or related to whether related to the use of a Reward or not. You waive and release Memeni and its subsidiaries, affiliates, partners, officers, directors, employees and agents from any such liabilities arising from or related to any act or omission of a Project Owner in connection with any use of or failure to deliver a Reward, or any goods or services provided in connection therewith. Any and all disputes or disagreements arising out of or related to any Reward shall be solely between the Project Owner and the Contributor.
- Disputes between Users. Memeni shall not be obligated to become involved in disputes between any Users, or between Users and any third party (including without limitation any Payment Processor) arising in connection with the use of the Service or the Site, including without limitation as to any delivery or promise of delivery of goods and services by a Project Owner, any Submissions (as defined below), and any other terms, conditions, warranties, or representations made by a User with respect to a Project. Memeni shall not be liable whatsoever for your interactions with any Project Owner or any other User of the Service, including but not limited to organizations and/or individuals found on or through the service. Memeni does not oversee the performance or punctuality of Projects. It is solely your choice to contribute to a Project. Memeni makes no guarantee regarding a Project’s success or the number or amount of contributions. Memeni is not and shall not be responsible for any damage or loss incurred as a result of any such dealings, including without limitation to a User’s involvement in any fraud or scam activity.
- Release and Waiver. YOU HEREBY RELEASE MEMENI, ITS DIRECTORS, SHAREHOLDERS, OFFICERS, EMPLOYEES, PAYMENT PROCESSORS, AGENTS AND SUCCESSORS IN RIGHTS FROM ANY AND ALL CLAIMS, LIABILITIES AND DEMANDS OF EVERY KIND, KNOWN OR UNKNOWN, SUSPECTED OR UNSUSPECTED, DISCLOSED OR UNDISCLOSED, ARISING OUT OF OR IN ANY WAY RELATED TO SUCH DISPUTES OR ARISING FROM YOUR USE OF THE SERVICE. If applicable, you hereby waive the provisions of California Civil Code Section 1542, which states: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR.”
- Challenges and Submissions
- Challenges. Memeni may make available features allowing Users (“Challenge Creator”) to create Projects that involve the use of a forum allowing for submission by other Users of ideas, content and materials (“Submissions”), including in response to a specific challenge or contest created by a Challenge Creator. You agree to comply with all Additional Terms that Memeni or a Challenge Creator may publish in relation to a challenge on the Service, including any Additional Terms relating to “Prizes” that Memeni or a Challenge Creator may offer to participants in a Challenge.For avoidance of doubt, Memeni has no obligation to edit or review any Additional Terms and is and will not be in any way responsible to, or liable for such Additional Terms or for any action related to any use by the Challenge Creator of the features made available to it by Memeni. In any event of conflict or inconsistency between any Additional Terms and these Terms, these Terms shall prevail.Any User who wishes to become a Challenge Creator shall (i) comply with these Terms; (ii) ensure that the Users participating in the challenge will not violate the Terms (including with respect to public offerings); (ii) ensure and represent and warrant that the Additional Terms comply in all material respects with these Terms; and (iv) comply with any financial aspects of the challenge Memeni may specify from time to time (including specifically the mechanism according to which the funds will be transferred from the Challenge Creator to the Users).
- Rights in Submissions. When you post Submissions on or through the Service, you are making it possible for others to see your ideas and creations. You retain ownership of your rights in and to Submissions made to the Service. Put simply, you own the Submissions you make to the Service, and Memeni does not. However, Memeni needs certain licenses in order to perform and market the Service on your behalf and on the behalf itself and its other Users. By posting Submissions on or to the Service, you grant to Memeni and any other User of the Service a non-exclusive, fully paid-up, royalty-free, perpetual, irrevocable, sublicensable, transferable, worldwide license to use, reproduce, distribute, modify, adapt, publicly display, publicly perform, and otherwise exploit your User Content, and make, have made, import, offer for sale, and sell any products and services incorporating or based upon your Submissions. Notwithstanding the foregoing, if you are a User posting Submissions in connection with a Sponsored Community, your ownership rights in and to your Submissions may be subject to any existing agreement between you and the Community’s Sponsor (such as employment agreements).
- Fees and Payments
- Fees. You agree to pay to Memeni all applicable fees for the Service, including, but not limited to, any transaction fees charged by Memeni in connection with access to or use of any features of the Service and any fees or charges levied by any payment processing service utilized by Memeni (the “Fees”). All Fees are exclusive of applicable taxes (e.g. sales, use, or value-added tax), unless otherwise stated, and you are solely responsible for the payment of any such taxes that may be imposed on your use of the Service or any part thereof. Memeni reserves the right to offer alternative and/or additional components of the Service to certain users, including administrators of Sponsored Communities, that may not be offered to general Users. You acknowledge that Memeni may charge a fee for the use of any Services, including on an automatically renewing basis, provided that Memeni notifies you of any such fee before you incur it. Subject to the foregoing, you agree to pay any fees incurred by you. In the event that you have elected to receive additional components of the Service for a fee, and you fail to pay such fee within thirty (30) days, then in addition to all other remedies available to Memeni, Memeni may immediately cease providing any such additional component of the Service.
- Changes in Fees. Memeni may from time to time, and in its sole discretion, change, increase, decrease or eliminate the Fees charged on the Service, or any part thereof. Memeni may also institute new charges or fees, or charge a Fee for the Service or any part thereof where a fee was not previously charged. If you do not agree to any such Fee changes, then you must cancel your account and stop using the Service. Your continued use of the Service after the effective date of any such change shall constitute your acceptance of such change.
- Payment Processor. Memeni may now or in the future permit you to make or receive a Contribution and/or to pay certain Fees by way of Memeni’s selected payment processors, such as using the WePay service or a credit card (each a “Payment Processor”). When you sign up for an account on the Service or otherwise try to access certain features, you may be required to have a current and valid account with a Payment Processor. To the extent Memeni permits use of a Payment Processor, you hereby authorize Memeni (either directly or through a third party payment processor) to charge all Contributions and Fees to the payment account or credit card you provide during registration or otherwise on the Site or Service. If you are using the Service on behalf of a company, by using a corporate credit card or billing account, you affirm that you are authorized to use such payment instrument for such purposes. You agree to provide Memeni updated information regarding your account with the Payment Processor upon Memeni’s request and any time the information earlier provided is no longer valid. Memeni may seek pre-authorization of a credit card account prior to a purchase to verify the credit card is valid and/or has the necessary funds or credit available to cover your Contribution or Fees. These pre-authorizations will reduce your available balance by the authorization amount until it is released or reconciled with the actual charge. Please contact the applicable Payment Processor directly if you have additional questions regarding when an authorization amount will be removed from your statement.
- No Refund of Fees. Except as expressly provided in these Terms, all Fees relating to the Service, including any Fees charged by Memeni, are final and nonrefundable. In the event that a user is removed from the Service for violating these Terms, all fees paid will be non-refundable, unless Memeni determines, at its sole discretion, that a refund is appropriate. If you believe you have been incorrectly charged, you must notify Memeni of such disputed charges within the time provided for in your payment processor agreement, or you waive your right to dispute those charges. Memeni may require you to describe the dispute in writing. Any written communications concerning disputed amounts owed must be delivered to Memeni in accordance with the notice procedures prescribed in these Terms.
- Memeni Materials
The Service is owned and operated by Memeni. The visual interfaces, graphics, design, compilation, information, computer code (including source code or object code), products, software, services, and all other elements of the Service provided by Memeni (the “Materials”) are protected by all relevant intellectual property and proprietary rights and applicable laws. Except for any User Content, all Materials contained in the Service are the property of Memeni or our third-party licensors. Except as expressly authorized by Memeni you may not make use of the Materials. Memeni reserves all rights to the Materials not expressly granted in these Terms.
- User Content
- General. The Service may currently or in the future allow you and other users to submit, post, and share Submissions or any other content such as text, photos, audiovisual content, and other media content (“User Content”). You retain all your rights in User Content, but if you choose to provide any User Content to Memeni, we require a license to such User Content. We are under no obligation to edit or control User Content that you and other Users post or publish, and will not be in any way responsible or liable for User Content. However, Memeni may at any time and without prior notice, remove any User Content that in our sole judgment violates these Terms or is otherwise objectionable.
- Access and Responsibility. While Memeni may now or in the future provide certain tools to aid you in controlling access by others to your User Content, Memeni cannot guarantee any anonymity or confidentiality with respect to any User Content, and strongly recommends that you think carefully and use good judgment about what you submit to the Service. You understand that all User Content is the sole responsibility of the person who generated such User Content. This means that you, and not Memeni, are entirely responsible for User Content that you access or make available through the Service.
- Community Administration. Each Community on Memeni may have one or more individuals who are responsible for reviewing the use of, and monitoring the content posted to, that Community (each such person, the “Community Administrator”). Community Administrators may set policies, guidelines, and procedures relating to their Community (“Community Rules”). Where these Community Rules conflict with these Terms, these Terms shall control. Not every Community has a Community Administrator; where there is no Community Administrator for a particular Community, each user in that Community is responsible for conducting him or herself in accordance with these Terms. You agree that you will follow your particular Communities’ Community Rules concerning the Content they post to the Service. You may delete your own User Content from a Community, subject to certain limitations (e.g., Projects that have achieved their funding goals cannot be removed or deleted), so long as you are a Member of that Community. Community Administrators may delete the User Content within their Community, subject to these Terms.
- License Grant to Memeni. By posting User Content to Memeni you grant Memeni and its affiliates, sublicensees, partners, designees, and assignees of the Service (collectively, the “Memeni Licensees”) a non-exclusive, fully paid-up, royalty-free, perpetual, irrevocable, sublicensable, transferable, worldwide license to use, reproduce, distribute, modify, adapt, publicly display, publicly perform, and otherwise exploit your User Content and your trademarks, service marks, or other indicia, and any derivatives of the foregoing, in connection with the Service and Memeni’s (and its successors’) business, including, without limitation, for marketing, promoting, and redistributing part or all of the Service (and derivative works thereof), in any media formats and through any media channels now known or hereafter discovered or developed.
- Limited License Grant to Other Users. By posting and sharing User Content to the Service or with another User of the Service, you hereby grant all Users a non-exclusive license to access and use such User Content as permitted by these Terms and the functionality of the Service.
- Representations and Warranties. You are solely responsible for your own User Content and the consequences of posting or publishing it. In connection with User Content, you affirm, represent, and warrant that: (i) you own, or have the necessary licenses, rights, consents, and permissions to use and authorize Memeni to use all patent, trademark, copyright, or other proprietary rights in and to any and all User Content, to enable the use of User Content in the manner contemplated by these Terms, and to grant the rights and license set forth herein, and (ii) your User Content, Memeni’s or any Memeni Licensee’s use of such User Content pursuant to these Terms, and Memeni’s or any Memeni Licensee’s exercise of the license rights set forth above, do not and will not: (a) infringe, violate, or misappropriate any third-party right, including any copyright, trademark, patent, trade secret, moral right, or any other intellectual property or proprietary right; (b) slander, defame, libel, or invade the right of privacy, publicity of any other person; (c) violate any applicable law or regulation, or constitute any false or misleading advertising or unfair business practice; or (d) require obtaining a license from or paying royalties to any third party for the exercise of any rights granted in these Terms.
- Content Disclaimer. YOU UNDERSTAND THAT WHEN USING THE SERVICE, YOU WILL BE EXPOSED TO USER CONTENT AND THIRD PARTY CONTENT FROM A VARIETY OF SOURCES, AND THAT MEMENI IS NOT RESPONSIBLE FOR THE ACCURACY, INTEGRITY, QUALITY, LEGALITY, USEFULNESS, SAFETY, OR INTELLECTUAL PROPERTY RIGHTS OF OR RELATING TO SUCH USER CONTENT OR THIRD PARTY CONTENT. YOU FURTHER UNDERSTAND AND ACKNOWLEDGE THAT YOU MAY BE EXPOSED TO USER CONTENT AND THIRD PARTY CONTENT THAT IS INACCURATE, OFFENSIVE, INDECENT, OR OBJECTIONABLE, AND YOU AGREE TO WAIVE, AND HEREBY DO WAIVE, ANY LEGAL OR EQUITABLE RIGHTS OR REMEDIES YOU HAVE OR MAY HAVE AGAINST MEMENI WITH RESPECT THERETO. MEMENI DOES NOT ENDORSE ANY USER CONTENT OR THIRD PARTY CONTENT, OR ANY OPINION, RECOMMENDATION, OR ADVICE EXPRESSED THEREIN. UNDER NO CIRCUMSTANCES WILL MEMENI BE LIABLE IN ANY WAY FOR OR IN CONNECTION WITH ANY USER CONTENT OR THIRD PARTY CONTENT.
- Prohibited Conduct
You agree not to, and not to permit anyone else using your account to, use the Service or any aspect or feature thereof for any unlawful purpose or in any way that might harm, damage, or disparage any other party. Without limiting the proceeding sentence, you agree that you will not, do or attempt to:
- Reproduce, duplicate, copy, sell, trade, resell or exploit, any part of the Service, use of the Service, access to the Service, or content obtained through the Service (including without limitation Materials, Third Party Content, and User Content), for any purpose other than for your personal, noncommercial purposes;
- Remove, circumvent, disable, damage or otherwise interfere with any security-related features of the Service, or features that enforce limitations on the use of the Service or any content therein;
- Use any manual or automated means to extract and/or compile content from the Service for any commercial purpose or otherwise;
- Threaten, harass, abuse, slander, defame or otherwise violate the legal rights (such as rights of privacy and publicity) of others;
- Publish, distribute or disseminate any inappropriate, profane, vulgar, defamatory, infringing, obscene, tortious, indecent, unlawful, offensive, immoral or otherwise objectionable material or information;
- Create a false identity or impersonate another for the purpose of misleading others as to the identity of the sender or the origin of a message;
- Transmit or upload any material that contains viruses, Trojan horses, worms, time bombs, cancelbots, or any other harmful or deleterious software programs;
- Interfere with or disrupt the Service, networks or servers connected to the Service, or violate the regulations, policies or procedures of such networks or servers;
- Undertake, cause, permit or authorize the modification, creation of derivative works, reverse engineering, decompiling, disassembling or hacking of all or part of the Service, Materials, or User Content, or any other part thereof, except and solely to the extent permitted by law, or otherwise attempt to use or access any of the Service other than as intended;
- Upload or otherwise transmit any information or content that infringes any patent, trademark, trade secret, copyright or other proprietary rights of any party, including by incorporating any such material in your User Content;
- Upload, post or otherwise transmit any unsolicited or unauthorized advertising, promotional materials, “junk mail,” “spam,” “chain letters,” “pyramid schemes,” or any other form of willful solicitation (commercial or otherwise);
- Use the Service in any manner whatsoever that could lead to a violation of any federal, state or local laws, rules or regulations;
- Use or launch any automated system, including without limitation any “robots,” “spiders,” or “offline readers” that access the Service in a manner that sends more request messages to Memeni’s servers in a given period of time than a human can reasonably produce in the same period by using a conventional on-line web browser; or
- Collect or harvest any personally identifiable information, from the Service, or use the communication systems provided by the Service for any commercial solicitation purposes not authorized by Memeni.
- Digital Millennium Copyright ActMemeni respects the rights of copyright owners and expects its users to do the same. Therefore, as required by the Terms, infringing content may not be submitted to the Service or used, in whole or in part, in any User Content. If you are a copyright owner or an agent thereof, and you believe any content submitted to and hosted on the Service infringes your copyrights, then you may submit a notification pursuant to the Digital Millennium Copyright Act (“DMCA”) by providing Memeni’s Designated Copyright Agent with the following information in writing:
- a physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed;
- identification of the copyrighted work claimed to have been infringed, or, if multiple copyrighted works on the Service are covered by a single notification, a representative list of such works on the Service;
- identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled, and information reasonably sufficient to permit Memeni to locate the material;
- information reasonably sufficient to permit Memeni to contact the complaining party, such as an address, telephone number, and, if available, an electronic mail address at which the complaining party may be contacted;
- a statement that the complaining party has a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law; and
- a statement that the information in the notification is accurate, and under penalty of perjury, that the complaining party is authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.
Following receipt of your communication, Memeni may ask you to provide further or supplemental information, prior to removing any User Content, as Memeni deems necessary to comply with the provisions of the DMCA. Memeni may also provide the User who uploaded the allegedly infringing content with your contact details, in order for that person to be able to contact you directly and communicate with you regarding your notification.
Please consult your legal counsel (or see 17 U.S.C. § 512) to confirm these requirements and your compliance therewith. It is Memeni’s policy to respond to notices of alleged infringement that comply with the DMCA. In addition, Memeni will promptly terminate without notice the accounts of Users that are determined by Memeni to be “repeat infringers.” If Memeni receives more than three takedown notices regarding a User’s User Content, then that User will be considered a repeat infringer and their account will be terminated.
Memeni’s Designated Copyright Agent for notices of claims of copyright infringement may be reached as follows: Attention: Copyright Agent, Memeni Technologies, Ltd., 10 Zarhin St., Raanana, Israel, 972-3-624-8098 (Fax); OR by electronic mail at: firstname.lastname@example.org.
If you fail to comply with the above notice requirements, your notification may not be valid. Please note that under certain laws that may be applicable, any person who knowingly materially misrepresents that material is infringing or was removed or disabled by mistake or misidentification may be subject to liability.
Third Party Sites; Linked Accounts
The Service may contain links to other websites or resources on the Internet, and other websites or resources may contain links to the Site. Those other websites are not under Memeni’s control, and you acknowledge that Memeni is not liable for the content, functions, accuracy, legality, appropriateness, or any other aspect of those other websites or resources and that Memeni will not and cannot censor or edit any content of any third-party website. Memeni provides such information and links as a convenience to you and should not be considered endorsements or recommendations of such sites or any content, products or information offered on such sites. In addition, you acknowledge that when you access such third-party websites, you do so at your own risk and you hereby expressly release Memeni and its licensors from any and all liability arising from your use of any third-party website. The inclusion on another website of any link to the Site does not imply endorsement by or affiliation with Memeni. You further acknowledge and agree that Memeni shall not be liable for any damage related to the use of any content, goods, or services available through any third-party website or resource.
Memeni may, now or in the future, allow you to link your account(s) on the Service to your accounts on third party services, such as social networking sites (“Linked Accounts”). If you link your account on the Service to a Linked Account, you are authorizing Memeni to store and use your access credentials to access your Linked Account on your behalf as your agent to integrate your experience with the Service with content, information, and features available through such Linked Account. This may include importing the contacts, preferences, interests or “likes” of the Linked Account, and/or pushing updates regarding your use of the Service out to your Linked Accounts. Linking, accessing or using a third party service through the Service in this manner may be subject to additional terms established by the applicable third party, and it is your sole responsibility to comply in all respects with such third party terms.
You can view a few, among others, of the applicable terms of third party services that you are solely responsible to comply with: the Twitter Terms of Service published at Twitter, the Facebook Statement of Rights and Responsibilities published at Facebook, and the LinkedIn User Agreement published at Linkedin, as applicable.
The Service uses servers located in the United States. Memeni makes no representation that the Service is appropriate or available in locations outside the United States. Those who choose to access the Service from other locations are responsible for compliance with applicable laws. International users must comply with all local rules regarding online conduct and acceptable content, including laws regulating the export of data from the United States or your country of residence.
If you violate these Terms, your permission to use the Service will automatically terminate. Additionally, Memeni, in its sole discretion, may terminate your account on the Service or suspend or terminate your access to the Service at any time, with or without notice. We also reserve the right to modify, suspend or discontinue the Service at any time without notice to you. Memeni will have no liability whatsoever on account of any change to the Service or any suspension or termination of your access to or use of the Service, including without limit to refund any amounts paid by or collected on behalf of you or any other User. You may terminate your account at any time by following the instructions on the Site or by contacting customer service at email@example.com. If you terminate your account, you will remain obligated to pay all outstanding fees, if any, relating to your use of the Service incurred prior to termination. Sections 4 – 18 of the Terms will survive any termination of the Terms.
You agree that you will be personally responsible for your use of the Service, and you agree to defend, indemnify and hold harmless Memeni and its officers, directors, employees, consultants, affiliates, suppliers, subsidiaries and agents (collectively, the “Memeni Entities”) from and against any and all claims, liabilities, damages, losses and expenses, including reasonable attorneys’ and accounting fees and costs, arising out of or in any way connected with (i) your access to, use of or alleged use of the Service; (ii) your violation of the Terms or any representation, warranty, or agreements referenced herein, or any applicable law or regulation; (iii) your violation of any third party right, including without limitation any intellectual property right, publicity, confidentiality, property or privacy right or third party content; or (iv) any disputes or issues between you and any third party. We reserve the right, at our own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, and in such case, you agree to cooperate with our defense of such claim.
Disclaimers; No Warranties.
THE SERVICE IS PROVIDED “AS IS” AND ON AN “AS AVAILABLE” BASIS, WITHOUT WARRANTY OR CONDITION OF ANY KIND, EITHER EXPRESS OR IMPLIED. THE MEMENI ENTITIES SPECIFICALLY (BUT WITHOUT LIMITATION) DISCLAIM (i) ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, QUIET ENJOYMENT OR NON-INFRINGEMENT; AND (ii) ANY WARRANTIES ARISING OUT OF COURSE-OF-DEALING, USAGE, OR TRADE. YOU ASSUME ALL RISK FOR ALL DAMAGES THAT MAY RESULT FROM YOUR USE OF OR ACCESS TO THE SERVICE.
Limitation of Liability
IN NO EVENT WILL THE MEMENI ENTITIES BE LIABLE TO YOU OR ANYONE ON YOUR BEHALF FOR ANY LOST PROFITS, DATA OR REVENUE, OR ANY COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, OR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), STATUTE OR ANY OTHER LEGAL THEORY, WHETHER OR NOT THE MEMENI ENTITIES HAVE BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGE AND WHETHER OR NOT ANY LIMITED REMEDY FAILS IN ITS ESSENTIAL PURPOSE.
YOU AGREE THAT THE AGGREGATE LIABILITY OF THE MEMENI ENTITIES TO YOU OR ANYONE ON YOUR BEHALF FOR ANY AND ALL CLAIMS ARISING FROM OR RELATED TO THE USE OF THE SERVICE IS LIMITED TO THE GREATER OF (i) THE AMOUNT ACTUALLY PAID BY YOU TO MEMENI IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE CLAIM OR (ii) $100.
APPLICABLE LAW MAY NOT ALLOW FOR THE LIMITATION OR EXCLUSION OF LIABILITY OR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU. IN SUCH CASES, YOU AGREE THAT BECAUSE SUCH WARRANTY DISCLAIMERS AND LIMITATIONS OF LIABILITY REFLECT A REASONABLE AND FAIR ALLOCATION OF RISK BETWEEN YOU AND MEMENI, AND ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN YOU AND MEMENI, MEMENI’S LIABILITY WILL BE LIMITED TO THE MAXIMUM EXTENT PERMITTED BY LAW. YOU UNDERSTAND AND AGREE THAT MEMENI WOULD NOT BE ABLE TO OFFER THE SERVICE TO YOU ON AN ECONOMICALLY FEASIBLE BASIS WITHOUT THESE LIMITATIONS.
If at any time any third party service ceases to make their features or programs available to us, we may cease to provide access to such features or programs without entitling you to refund, credit, or other compensation, and without any liability.
Electronic Delivery, Notice Policy, and Your Consent
By using the Services and by providing us with your email address you consent to our using your email address to send you Service-related notices, including any notices required by law or pursuant to these Terms, in lieu of communication by post mail. We may also send you other notices, including without limitation, agreements or other information in connection with the Services (collectively, “Contract Notices”). Memeni may provide the electronic Contract Notices by posting them on the Site. If you desire to withdraw your consent to receive Contract Notices electronically, you must notify Memeni of your willing to end the receipt of such Contract Notices.
Modification of the Terms
Memeni reserves the right to update or modify the Terms on a going forward basis at any time, with or without prior notice, and such changes will be effective in accordance with the following. In the case of material changes to the Terms, Memeni will make reasonable efforts to notify you of the change, such as through sending an email to any address you may have used to register for an account, through a pop-up window on the Service, or other similar mechanism. The modifications to the Terms will be effective upon the earlier of (i) your first use of the Service with actual notice of such change, or (ii) 30 days from posting of such change. Your use of the Service following the date that any such change becomes effective constitutes your agreement to be bound by the modified Terms. If you do not agree to the modified Terms, your sole and exclusive remedy is to terminate your account you may not use the Service. Notwithstanding the generality of the foregoing, disputes arising under these Terms will be resolved in accordance with the version of the Terms in place at the time the dispute arose. These Terms will identify the date of last update, and we encourage you to review them periodically to stay informed of the latest modifications.
- Generally. In the interest of resolving disputes between you and Memeni in the most expedient and cost effective manner, you and Memeni agree that any and all disputes arising in connection with these Terms shall be resolved by binding arbitration. Arbitration is more informal than a lawsuit in court. Arbitration uses a neutral arbitrator instead of a judge or jury, may allow for more limited discovery than in court, and can be subject to very limited review by courts. Arbitrators can award the same damages and relief that a court can award. Our agreement to arbitrate disputes includes, but is not limited to, all claims arising out of or relating to any aspect of these Terms, whether based in contract, tort, statute, fraud, misrepresentation or any other legal theory, and regardless of whether the claims arise during or after the termination of these Terms. YOU UNDERSTAND AND AGREE THAT, TO THE FULLEST EXTENT PERMIITED BY APPLICABLE LAW, BY ENTERING INTO THESE TERMS, YOU AND MEMENI ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY (TO THE EXTENT APPLICABLE) OR TO PARTICIPATE IN A CLASS ACTION.
- Exceptions. Notwithstanding subsection 0.A, you and Memeni both agree that nothing herein shall be deemed to waive, preclude, or otherwise limit either of our right to (i) bring an individual action in small claims court, (ii) pursue enforcement actions through applicable federal, state, or local agencies where such actions are available, (iii) seek injunctive relief in a court of law, or (iv) to file suit in a court of law to address intellectual property infringement claims.
- Arbitrator. Any arbitration between you and Memeni will be governed by the Commercial Dispute Resolution Procedures and the Supplementary Procedures for Consumer Related Disputes (collectively, “AAA Rules”) of the American Arbitration Association (“AAA”), as modified by these Terms, and will be administered by the AAA. The AAA Rules and filing forms are available online at www.adr.org, by calling the AAA at 1-800-778-7879, or by contacting Memeni.
- Notice; Process. A party who intends to seek arbitration must first send a written notice of the dispute to the other, by certified mail or Federal Express (signature required), or in the event that we do not have a physical address on file for you, by electronic mail (“Notice”). Memeni’s address for Notice is: set forth at the end of these Terms. The Notice must (a) describe the nature and basis of the claim or dispute; and (b) set forth the specific relief sought (“Demand”). We agree to use good faith efforts to resolve the claim directly, but if we do not reach an agreement to do so within 30 days after the Notice is received, you or Memeni may commence an arbitration proceeding. During the arbitration, the amount of any settlement offer made by you or Memeni shall not be disclosed to the arbitrator until after the arbitrator makes a final decision and award, if any; provided that if our dispute is finally resolved through arbitration in your favor, Memeni shall pay you the greater of (i) the amount awarded by the arbitrator, if any, and (ii) the greatest amount offered by Memeni in settlement of the dispute prior to the arbitrator’s award.
- Fees. In the event that you commence arbitration in accordance with these Terms, Memeni will reimburse you for your payment of the filing fee, unless your claim is for greater than $10,000, in which case the payment of any fees shall be decided by the AAA Rules. Any arbitration hearings will take place at a location to be agreed upon in Tel Aviv, Israel, provided that if the claim is for $10,000 or less, you may choose whether the arbitration will be conducted solely on the basis of documents submitted to the arbitrator, through a non-appearance based telephonic hearing, or by an in-person hearing as established by the AAA Rules. If the arbitrator finds that either the substance of your claim or the relief sought in the Demand is frivolous or brought for an improper purpose (as measured by the standards set forth in Federal Rule of Civil Procedure 11(b)), then the payment of all fees will be governed by the AAA Rules. In such case, you agree to reimburse Memeni for all monies previously disbursed by it that are otherwise your obligation to pay under the AAA Rules. Regardless of the manner in which the arbitration is conducted, the arbitrator shall issue a reasoned written decision sufficient to explain the essential findings and conclusions on which the decision and award, if any, are based. The arbitrator may make rulings and resolve disputes as to the payment and reimbursement of fees or expenses at any time during the proceeding and upon request from either party made within 14 days of the arbitrator’s ruling on the merits.
- No Class Actions. YOU AND MEMENI AGREE THAT TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW EACH OF US MAY BRING CLAIMS AGAINST THE OTHER ONLY IN EACH OF OUR INDIVIDUAL CAPACITIES AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING.Further, unless both you and Memeni agree otherwise, the arbitrator may not consolidate more than one person’s claims, and may not otherwise preside over any form of a representative or class proceeding.
- Modifications. In the event that Memeni makes any future change to this arbitration provision (other than a change to the Memeni’s address for Notice), you may reject any such change by sending us written notice within 30 days of the change to Memeni’s address for Notice, in which case your account with Memeni shall be immediately terminated and this arbitration provision, as in effect immediately prior to the amendments you reject shall survive.
- Enforceability. If Subsection 0.F is found to be unenforceable or if the entirety of this Section 0 is found to be unenforceable, then the entirety of this Section 0 shall be null and void and, in such case, the parties agree that the exclusive jurisdiction and venue described in Section 18 shall govern any action arising out of or related to these Terms.
The services hereunder are offered by: Memeni Technologies Ltd. 10 Zarhin St., Raanana, Israel; firstname.lastname@example.org.
If you are a California resident, you may have this same information emailed to you by sending a letter to the foregoing address with your electronic mail address and a request for this information.