Memolli

Terms

General

Memolli websites (“Websites”) and related services (together with the Websites, the “Service”) are operated by Murphy Labs, LLC DBA Memolli (“Memolli”, “we”, “us” or “our”), a New York State limited liability company. Access and use of the Service is subject to the following Terms and Conditions of Service (“Terms and Conditions”). By accessing or using any part of the Service, you represent that you have read, understood, and agree to be bound by these Terms and Conditions including any future modifications. Memolli may amend, update or change these Terms and Conditions. If we do this, we will post a notice that we have made changes to these Terms and Conditions on the Websites for at least 7 days after the changes are posted and will indicate at the top of the Terms and Conditions the date these terms were last revised. Any revisions to these Terms and Conditions will become effective the earlier of (i) the end of such 7-day period or (ii) the first time you access or use the Service after such changes. If you do not agree to abide by these Terms and Conditions, you are not authorized to use, access or participate in the Service.

PLEASE NOTE THAT THESE TERMS AND CONDITIONS CONTAIN A MANDATORY ARBITRATION OF DISPUTES PROVISION THAT REQUIRES THE USE OF ARBITRATION ON AN INDIVIDUAL BASIS TO RESOLVE DISPUTES IN CERTAIN CIRCUMSTANCES, RATHER THAN JURY TRIALS OR CLASS ACTION LAWSUITS. VIEW THESE TERMS HERE.

Description of Website and Service

We agree to provide you with the Memolli Service. The Service includes all of the Memolli products, features, applications, services, technologies, and software that we provide to advance Memolli’s mission: To bring you closer to the products you love. The Service is made up of the following aspects:

  • Use images, text, and audio to capture your thoughts about products you try. We use data you submit to Memolli and organize it in a way that we believe will be meaningful to you. We believe every product experience is a story worth remembering. Memolli aims to make it effortless to document these stories, enabling you to search for, revisit, and reflect on them at any time.

  • Connecting you with brands, products, and services in ways you care about. We use data from Memolli, as well as from third-party partners, to show you ads, offers, and other sponsored content that we believe will be meaningful to you. And we try to make that content as relevant as all your other experiences on Memolli.

  • Offering personalized opportunities to create, connect, communicate, discover and share. People are different. So we offer you different types of accounts and features to help you create, share, grow your presence, and communicate with people on and off Memolli. We also want to strengthen your relationships through shared experiences that you actually care about. So we build systems that try to understand who and what you and others care about, and use that information to help you create, find, join and share in experiences that matter to you. Part of that is highlighting content, features, offers and accounts that you might be interested in, and offering ways for you to experience Memolli, based on things that you and others do on and off Memolli.

  • Developing and using technologies that help us consistently serve our growing community. Organizing and analyzing information for our growing community is central to our Service. A big part of our Service is creating and using cutting-edge technologies that help us personalize, protect, and improve our Service on an incredibly large scale for a broad global community. Technologies like artificial intelligence and machine learning give us the power to apply complex processes across our Service. Automated technologies also help us ensure the functionality and integrity of our Service.

  • Research and innovation. We use the information we have to study our Service and collaborate with others on research to make our Service better and contribute to the well-being of our community.

Registration; Submission of Content

a. Registration

In connection with registering for and using the Service, you agree (i) to provide accurate, current, and complete information about you and/or your organization as requested by Memolli; (ii) to maintain the confidentiality of your password and other information related to the security of your account; (iii) to maintain and promptly update any registration information you provide to Memolli, to keep such information accurate, current and complete; and (iv) to be fully responsible for all use of your account and for any actions that take place through your account.

b. General Content

As a condition of submitting any information, data, text, photographs, audio clips or other materials on the Services (“Content”), you hereby grant to Memolli a royalty free, perpetual, irrevocable, worldwide, nonexclusive, transferable, and sublicensable license to use, reproduce, copy, adapt, modify, merge, create derivative works from, incorporate such Content into other works; sublicense through multiple tiers the Content, and acknowledge that this license cannot be terminated by you once your Content is submitted to the Services. You represent that you own or have secured all legal rights necessary for the Content submitted by you to be used by you, Memolli, and others as described and otherwise contemplated in these Terms and Conditions.

Your Representations and Warranties

You represent and warrant to Memolli that your access and use of the Service will be in accordance with these Terms and Conditions and with all applicable laws, rules, and regulations of the United States and any other relevant jurisdiction, including those regarding online conduct or acceptable content, and those regarding the transmission of data or information exported from the United States and/or the jurisdiction in which you reside. You further represent and warrant that you have created or own any material you submit via the Service and that you have the right, as applicable, to grant us a license to use that material as set forth above or the right to assign that material to us as set forth below.

You represent and warrant that (1) you are not organized under the laws of, operating from, or otherwise ordinarily resident in a country or territory that is the target or comprehensive U.S. economic or trade sanctions (i.e., an embargo) or (2) identified on a list of prohibited or restricted persons, such as the U.S. Treasury Department’s List of Specially Designated Nationals and Blocked Persons, or (3) otherwise the target of U.S. sanctions.

Inappropriate Use

You will not upload, display or otherwise provide on or through the Service any content that: (i) is libelous, defamatory, abusive, threatening, harassing, hateful, offensive or otherwise violates any law or infringes upon the right of any third party (including copyright, trademark, privacy, publicity or other personal or proprietary rights); or (ii) in Memolli’s sole judgment, is objectionable or which restricts or inhibits any other person from using the Service or which may expose Memolli or its users to any harm or liability of any kind.

Indemnification of Memolli

You agree to defend, indemnify and hold harmless Memolli and its directors, officers, employees, contractors, agents, suppliers, licensors, successors and assigns, from and against any and all losses, claims, causes of action, obligations, liabilities and damages whatsoever, including attorneys’ fees, arising out of or relating to your access or use of the Service, any false representation made to us (as part of these Terms and Conditions or otherwise), your breach of any of these Terms and Conditions.

Payment Processors

All financial transactions made in connection with the Service will be processed by a third party in accordance with their respective terms of use, privacy policy, and/or any applicable payment terms and conditions. We encourage you to learn about the practices of such third party. In no event will Memolli be responsible for the actions or inactions of any third party payment processor, including, but not limited to, system downtime or payment service outages.

Refund Policy

In the event that Memolli suspends or terminates your use of the Service or these Terms and Conditions or you close your account voluntarily, you understand and agree that you will receive no refund or exchange of any kind, including for any unused virtual currency or other Virtual Item, any Content or data associated with your use of the Service, or for anything else.

The Service may contain links to third-party websites, advertisers, services, special offers, or other events or activities that are not owned or controlled by Memolli. We do not endorse or assume any responsibility for any such third-party sites, information, materials, products, or services. If you access any third party website, service, or content from Memolli, you understand that these Terms and Conditions and our Privacy Policy do not apply to your use of such sites. You expressly acknowledge and agree that Memolli shall not be responsible or liable, directly or indirectly, for any damage or loss arising from your use of any third-party website, service, or content.

The Service may include advertisements, which may be targeted to the Content or information on the Service, or other information. The types and extent of advertising by Memolli on the Service are subject to change. In consideration for Memolli granting you access to and use of the Service, you agree that Memolli and its third party providers and partners may place such advertising in connection with the display of content or information submitted by you or others.

NO REPRESENTATIONS OR WARRANTIES BY Memolli

THE SERVICE, INCLUDING ALL IMAGES, AUDIO FILES AND OTHER CONTENT THEREIN, AND ANY OTHER INFORMATION, PROPERTY AND RIGHTS GRANTED OR PROVIDED TO YOU BY Memolli ARE PROVIDED TO YOU ON AN “AS IS” BASIS. Memolli AND ITS SUPPLIERS MAKE NO REPRESENTATIONS OR WARRANTIES OF ANY KIND WITH RESPECT TO THE SERVICE, EITHER EXPRESS OR IMPLIED, AND ALL SUCH REPRESENTATIONS AND WARRANTIES, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT, ARE EXPRESSLY DISCLAIMED. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, Memolli DOES NOT MAKE ANY REPRESENTATION OR WARRANTY OF ANY KIND RELATING TO ACCURACY, SERVICE AVAILABILITY, COMPLETENESS, INFORMATIONAL CONTENT, ERROR-FREE OPERATION, RESULTS TO BE OBTAINED FROM USE, OR NON-INFRINGEMENT. ACCESS AND USE OF THE SERVICE MAY BE UNAVAILABLE DURING PERIODS OF PEAK DEMAND, SYSTEM UPGRADES, MALFUNCTIONS OR SCHEDULED OR UNSCHEDULED MAINTENANCE OR FOR OTHER REASONS. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO THE ABOVE EXCLUSION MAY NOT APPLY TO YOU.

LIMITATION ON TYPES OF DAMAGES/LIMITATION OF LIABILITY IN NO EVENT WILL Memolli BE LIABLE TO YOU OR ANY THIRD PARTY CLAIMING THROUGH YOU (WHETHER BASED IN CONTRACT, TORT, STRICT LIABILITY OR OTHER THEORY) FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES ARISING OUT OF OR RELATING TO THE ACCESS OR USE OF, OR THE INABILITY TO ACCESS OR USE, THE SERVICE OR ANY PORTION THEREOF, INCLUDING BUT NOT LIMITED TO THE LOSS OF USE OF THE SERVICE, INACCURATE RESULTS, LOSS OF PROFITS, BUSINESS INTERRUPTION, OR DAMAGES STEMMING FROM LOSS OR CORRUPTION OF DATA OR DATA BEING RENDERED INACCURATE, THE COST OF RECOVERING ANY DATA, THE COST OF SUBSTITUTE SERVICES OR CLAIMS BY THIRD PARTIES FOR ANY DAMAGE TO COMPUTERS, SOFTWARE, MODEMS, TELEPHONES OR OTHER PROPERTY, EVEN IF Memolli HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. Memolli’S LIABILITY TO YOU OR ANY THIRD PARTY CLAIMING THROUGH YOU FOR ANY CAUSE WHATSOEVER, AND REGARDLESS OF THE FORM OF THE ACTION, IS LIMITED TO THE AMOUNT PAID, IF ANY, BY YOU TO Memolli FOR THE SERVICE IN THE 12 MONTHS PRIOR TO THE INITIAL ACTION GIVING RISE TO LIABILITY. THIS IS AN AGGREGATE LIMIT. THE EXISTENCE OF MORE THAN ONE CLAIM HEREUNDER WILL NOT INCREASE THIS LIMIT.

Termination

Memolli may terminate your access and use of the Service immediately at any time, for any reason, and at such time you will have no further right to use the Service. You may terminate your Memolli account at any time by following the instructions available through the Service. The provisions of these Terms and Conditions relating to the protection and enforcement of Memolli’s proprietary rights, your representations and warranties, disclaimer of representations and warranties, release and indemnities, limitations of liability and types of damages, ownership of data and information, governing law and venue, and miscellaneous provisions shall survive any such termination.

Proprietary Rights in Service Content and Activity Materials All content available through the Service, including designs, text, graphics, images, information, audio and other files, and their selection and arrangement (the “Service Content”), are the proprietary property of Memolli or its licensors. No Service Content may be modified, copied, distributed, framed, reproduced, republished, downloaded, scraped, displayed, posted, transmitted, or sold in any form or by any means, in whole or in part, other than as expressly permitted in these Terms and Conditions. You may not use any data mining, robots, scraping or similar data gathering or extraction methods to obtain Service Content. As between you and Memolli, all data, information and materials generated from your access and use of the educational activities made available on or through the Service, shall be exclusively owned by Memolli, and you shall not have any right to use such Activity Materials except as expressly authorized by these Terms and Conditions. By using the Service, you hereby assign to Memolli any and all rights, title and interest, including any intellectual property rights or proprietary rights, in the Activity Materials. All rights of Memolli or its licensors that are not expressly granted in these Terms and Conditions are reserved to Memolli and its licensors.

Trademarks

“Memolli” and all other trademarks, service marks, graphics and logos used in connection with the Service are trademarks or service marks of Memolli or their respective owners, and certain of them are registered with the United States Patent and Trademark Office. Access and use of the Service does not grant or provide you with the right or license to reproduce or otherwise use the Memolli name or any Memolli or third-party trademarks, service marks, graphics or logos.

Privacy

Use of the Service is also governed by our Privacy Policy, a copy of which is located at www.memolli.com/privacy. By using the Service, you consent to the terms of the Privacy Policy.

If you are a copyright owner and have a good faith belief that any material available through the Service infringes upon your copyrights, you may submit a copyright infringement notification to Memolli pursuant to the Digital Millennium Copyright Act by providing us with the following information in writing:

  • an electronic or physical signature of the copyright owner or the person authorized to act on behalf of the owner of the copyright interest;
  • a description of the copyrighted work that you claim has been infringed;
  • a description of where the material that you claim is infringing is located on the Service, with enough detail that we may find it on the Service; your address, telephone number, and email address;
  • a statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law; and
  • a statement by you, made under penalty of perjury, that the above information in your notice is accurate and that you are the copyright owner or are authorized to act on the copyright owner’s behalf.

Please consult your legal counsel for further details or see 17 U.S.C. §512(c)(3). Memolli’s Agent for Notice of claims of copyright infringement can be reached as follows:

By mail: Attn: Murphy Labs, LLC, 90 State Street, Suite 700, Office 40, Albany, NY 12207, United States of America By email: [email protected]

Governing Law and Arbitration; No Class Action

These Terms and Conditions, its subject matter and Memolli’s and your respective rights under these Terms and Conditions, as well as and any claim, cause of action or dispute (“claim”) arising out of or related to these Terms and Conditions, shall be governed by and construed under the laws of the Commonwealth of New York, United States of America, excluding the conflict of law provisions of that or any other jurisdiction, regardless of your country of origin or where you access the Service. ANY DISPUTE OR CLAIM RELATING IN ANY WAY TO THESE TERMS AND CONDITIONS OR THE SERVICE WILL BE RESOLVED BY BINDING ARBITRATION, RATHER THAN IN COURT, except for Memolli’s right to seek injunctive relief as set forth below. Unless otherwise expressly required by applicable law, each party shall bear its own attorneys’ fees without regard to which party is deemed the prevailing party in the arbitration proceeding.

If you do not want to arbitrate disputes with Memolli and you are an individual, you may opt out of this arbitration agreement by sending an email to [email protected] within 30 days of the day you first access or use the Service.

If you intend to seek arbitration you must first send written notice to Memolli’s Administration Office of your intent to arbitrate (“Notice”). The Notice to Memolli should be sent by any of the following means: (i) electronic mail to [email protected]; or (ii) sending the Notice by U.S. Postal Service certified mail to Murphy Labs, LLC, 90 State Street, Suite 700, Office 40, Albany, NY 12207, United States of America. The Notice must (x) describe the nature and basis of the claim or dispute; and (y) set forth the specific relief sought; and (z) set forth your name, address and contact information. If we intend to seek arbitration against you, we will send any notice of dispute to you at the contact information we have for you.

The arbitration will be conducted before a neutral single arbitrator in the Kings County in the State of New York, whose decision will be final and binding, and the arbitral proceedings will be governed by JAMS under its Comprehensive Arbitration Rules and Procedures (the “JAMS Rules”) as modified by these Terms and Conditions. The JAMS Rules are available at www.jamsadr.com. All issues are for the arbitrator to decide, including the scope of this arbitration clause, but the arbitrator is bound by the terms of these Terms and Conditions. If you initiate arbitration, your arbitration fees will be limited to the filing fee set forth in the JAMS Rules. We will reimburse all other JAMS filing, administration and arbitrator fees paid by you, unless the arbitrator determines that the arbitration was frivolous or brought for an improper purpose, in which case the payment of all such fees shall be governed by the JAMS Rules. The arbitration will be conducted in the English language. Judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction. For any claim where the potential award is reasonably likely to be $10,000 or less, either you or Memolli may elect to have the dispute resolved through non-appearance-based arbitration.

To the fullest extent permitted by applicable law, YOU AND Memolli EACH AGREE THAT ANY DISPUTE RESOLUTION PROCEEDING WILL BE CONDUCTED ONLY ON AN INDIVIDUAL BASIS AND NOT IN A CLASS, CONSOLIDATED OR REPRESENTATIVE ACTION. If for any reason a claim proceeds in court rather than in arbitration, YOU AND Memolli EACH WAIVE ANY RIGHT TO A JURY TRIAL. If a court of competent jurisdiction finds the foregoing arbitration provisions invalid or inapplicable, you and Memolli agree that all claims arising out of or related to these Terms and Conditions must be resolved exclusively by a state or federal court located in the Kings County in the State of New York, and you and Memolli each agree to submit to the exercise of personal jurisdiction of such courts for the purpose of litigating all such claims. Notwithstanding the above, you agree that Memolli shall still be allowed to apply for and obtain injunctive remedies (or an equivalent type of urgent legal relief) in any jurisdiction.

Language

This agreement was originally written in English (US). To the extent any translated version of this agreement conflicts with the English version, the English version controls.

California Resident

If you are a California resident, in accordance with Cal. Civ. Code § 1789.3, you may report complaints to the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs by contacting them in writing at 1625 North Market Blvd., Suite N 112 Sacramento, CA 95834, or by telephone at (800) 952-5210.

Miscellaneous

These Terms and Conditions constitute the entire agreement between Memolli and you concerning the subject matter hereof. In the event that any of the Terms and Conditions are held by a court or other tribunal of competent jurisdiction to be unenforceable, such provisions shall be limited or eliminated to the minimum extent necessary so that these Terms and Conditions shall otherwise remain in full force and effect. A waiver by Memolli or you of any provision of these Terms and Conditions or any breach thereof, in any one instance, will not waive such term or condition or any subsequent breach thereof. Memolli may assign its rights or obligations under these Terms and Conditions without condition. These Terms and Conditions will be binding upon and will inure to the benefit of Memolli and you, and Memolli’s and your respective successors and permitted assigns.