Memeo Share Public Preview Agreement
Memeo has completed beta testing of its Memeo Share platform (including any related websites, software and content, the “Platform” and/or “Memeo Share”) and the Platform has been improved because of the input of the many end users participating in the beta test. Because of that success, Memeo is now able to move forward to public preview (the “Preview”) with an enhanced, robust Platform. During the public preview, Memeo expects to again greatly benefit from the evaluation, feedback and ideas of end users regarding the features and functionality of the Platform. Memeo greatly appreciates your willingness to participate in this public preview and looks forward to the full commercial launch of a Platform following this public preview.
This Memeo Share Public Preview Agreement (“Agreement”) provides the terms and conditions relating to your participation in the public preview of the Platform, which Platform includes the Memeo Share services and software. By registering and being accepted by Memeo for a Memeo Share public preview account (a “Preview Account”), you (“Participant”) are agreeing to the following terms and conditions. If you do not agree to any of the following terms, please do not register for a public preview account and do not use the Memeo Share Platform. As used herein, "Memeo" means and refers to Memeo Inc., 15 Enterprise, Suite 130, Aliso Viejo, CA, the owner of the Memeo Share platform and related websites.
This Agreement is a legal document that sets forth your rights and obligations as a Participant. You cannot be a Participant or participate in the Preview until you have accepted the terms of this Agreement, and you must abide by the terms of this Agreement. Your use of Memeo Share during the Preview is also subject to the Memeo Customer Privacy Policy (a copy of which can be found at www.memeo.com/privacypolicy), which is expressly made a part of this Agreement.
For purposes of this Agreement, the following terms shall have the following meanings:
“Public Preview” shall mean the release of Memeo Share to authorized persons (Participants) for use by such Participants pursuant to the terms and conditions of this Agreement;
“Preview Purposes” shall mean not only the fully licensed use and enjoyment of Memeo Share for the Period, but also the provision to Memeo of the evaluations, assessments and ideas of the Participants regarding the features and functionality of the Platform;
“Period” shall mean the period of time from the establishment of your Preview Account (either as a Premium Account or an “Active Participant Account”) to the date of termination of this Agreement. In the case of Premium Accounts, the Period shall be in perpetuity subject only to termination of this Agreement for a breach of this Agreement and/or any discontinuation of the general commercial availability of the Platform to the public. In the case of Active Participant Accounts, the Period shall end upon the notification by Memeo of its election, in its absolute discretion, to terminate this Agreement and/or such Active Participant Account;
“Website” shall mean this website and any other websites hosted by or for the benefit of Memeo;
“Content” means shall mean any and all human readable patent audio and/or visual elements of this Website, created or owned by Memeo, Participants or third parties, including, without limitation, any text, graphics, images, illustrations, photographs, animations, video, audio or audiovisual works, designs, logos, information, and other content made available through the Website
“Services” shall mean the Website and any and all services on, or provided by the Website during the Period, including uploading and posting of Content for viewing and download by third parties, and “Services” shall include software provided by Memeo for use related to the Website; and
“Software” shall mean the software licensed by Memeo to a Participant for use during the Period and subject to the terms of this Agreement and any applicable end user license agreement.
“Premium Accounts” shall mean those Preview Accounts provided to the first 1,000 persons applying to be Participants in the Preview who are accepted as Participants by Memeo in its absolute discretion. Such Premium Accounts shall be at no charge to the Participant provided the Participant sends or receives content using Memeo Share in any 120 day period.
“Active Participant Accounts” shall mean all Preview Accounts except Premium Accounts. Such Active Participant Accounts shall be at no charge to the Participants until and unless Participant has breached this Agreement, or, Memeo shall have terminated this Agreement in its absolute discretion.
1. YOUR PARTICIPATION AND SUBMISSIONS
It is important that Memeo benefits from any assessment, comments, criticisms or ideas (“Submissions”) you may have regarding the Services. To that end, Memeo encourages your cooperation with Memeo in all aspects of the Preview, including participating in reasonable requests for your feedback, and participation in interviews, surveys and the like. Any and all Submissions shall be deemed, and shall remain, the exclusive property of Memeo. None of the Submissions shall be subject to any obligation of confidence on the part of Memeo, and Memeo shall not be liable for any use or disclosure of any Submissions. Without limitation of the foregoing, Memeo shall exclusively own the copyright and all now known or hereafter existing intellectual property rights to the Submissions of every kind and nature, in perpetuity, and Memeo shall be entitled to use, reproduce, modify, adapt, publish, translate, license, create derivative works from and distribute such materials or incorporate such Submissions into any form, medium, or technology now known or later developed, for any purpose whatsoever, commercial or otherwise, without compensation to those who provide the Submissions. In addition, you warrant that your Submissions do not violate any person's intellectual property rights.
Participant shall refrain from discussing his or her participation in the Preview except with Memeo until the Services are available to the general public in the Participant’s geographic area. Furthermore, all information related to the Preview (“Preview Information”), including without limitation all information and Software provided to the Participant by Memeo or by the Participant in any oral or written form related to or growing out of Participant’s use of the Services and any evaluation, assessment, comments or ideas regarding such Services is confidential and proprietary information belonging to Memeo. The Participant agrees not use such Preview Information except for Preview Purposes and agrees not to disclose any such Preview Information to any third party without the prior written consent of Memeo. This confidentiality obligation shall survive the termination of this Agreement
2. LICENSE TO USE THE WEBSITE AND SERVICES
For the Period, Memeo grants you a non-exclusive, non-transferable, limited right and license to access and use the Services and privately display the Website and Content solely for the Preview Purposes. No other use is permitted. At the conclusion of the Period or upon earlier termination by Memeo, all licenses granted to you by this Agreement shall become immediately null and void.
3. TERMINATION
You may terminate your participation in the Preview at any time and for any reason or no reason. Otherwise this Agreement shall be deemed terminated at the end of the Period for the relevant Preview Account. Upon the termination of this Agreement or any Preview Account, all licenses granted by this Agreement shall thereupon be terminated, void and of no further force or effect.
4. BACK-UP
Memeo does not guarantee or warrant that any Content you may have that is transferred or stored or otherwise in some manner effected by the Services, will not be subject to inadvertent damage, corruption, unavailability or destruction. You are responsible for backing up, on your own computer, any important documents, images or other Content. Memeo will not be responsible for any archiving or backup of any such information. If any data, messages, images or other Content in or related to your participation in the Preview is damaged, lost, made unavailable or corrupted in any way, in whole or in part, Memeo will have no obligation or liability to you.
5. ACCEPTABLE USE POLICY GUIDELINES
Memeo encourages you to robustly use and access the Services during the Preview. However, it is important to remember that there are rules and standards that you must abide by when you use or access the Services even in a public preview environment. As a Participant you must abide by these rules and standards.
You are solely responsible for your conduct while using the Services, including any Content you generate, transmit or store on the Website. 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 Agreement, 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 Agreement or otherwise deemed inappropriate by Memeo.
Your use of the Services should conform to the requirements of the law, respect for the rights of other users of the Services and third parties, and current standards for communicating on-line. By your use of Services, 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 Agreement 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.
A. Illegal, Tortious and Prohibited Conduct
The Services 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 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, including complying with warrants, court orders and subpoenas. In addition, Memeo reserves the right to comply with any civil court orders and/or subpoenas.
B. Objectionable Conduct and Content
It is essential that all Content on the Website reflect the provisions of this Agreement. Memeo reserves the right to remove Content if Memeo becomes aware of any Content on the Website which, in Memeo's judgment and sole discretion, does not conform to this Agreement. Memeo may send you a warning about the violation of this Agreement, but we reserve the right not to do so. At all times, Memeo reserves the right to terminate, with or without notice, your beta test accounts if you violate this Agreement.
Examples of objectionable conduct and Content that violate this Agreement:
- Harassing, threatening, or embarrassing another Services or Internet user, including unsolicited commercial communications
- Stalking another Services or Internet user ("cyberstalking")
- Transmitting, storing or facilitating distribution of Content that is harmful, abusive, violent, racially or ethnically offensive, lewd, vulgar or (in a reasonable person's view) objectionable
- 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
- Posting Content that defames, abuses, unreasonably offends or threatens physical harm to others or yourself.
Please remember that these are only guidelines; there are always "gray areas." Ask yourself if your communication is something that you would say in a room full of people you never met, or in the workplace. However, Memeo reserves the right to make the final determination about whether Content is objectionable or not. If you encounter something you find inappropriate, you may report it by submitting a completed Memeo Share Abuse form.
6. SOFTWARE-Copyright and Intellectual Property Infringement
Memeo will make software available to you during the Period and for the Preview Purposes. Such software, including any files, images incorporated in or generated by such software, and data accompanying the software (collectively, such software shall be considered " Software") are licensed to you by Memeo or a Memeo-approved third party software provider ("Third Party Provider"). Memeo does not transfer title to the Software to you. Memeo and/or the Third Party Provider retain full and complete title to their respective Software, and all intellectual property rights therein. You may not redistribute, sell, decompile, reverse engineer, disassemble, or otherwise reduce the Software to a human-perceivable form. Furthermore, your use of any Software shall be subject to the terms and conditions set forth by Memeo or a Third Party Provider, as the case may be, in any applicable license agreement for the Software. Software is further subject to United States export controls. No Software may be downloaded or otherwise exported or re-exported (i) into (or to a national or resident of) Cuba, Iran, Iraq, Libya, North Korea, Sudan, Syria, or any other country to which the U.S. has embargoed goods; or (ii) to anyone on the U.S. Treasury Department's list of Specially Designated Nationals or the U.S. Commerce Department's Table of Deny Orders. By downloading or using the Software, you represent and warrant that you are not located in, under the control of, or a national or resident of, any such country or on any such list.
7. CONTENT -Copyright and Intellectual Property Infringement
Much of the Content available through the Website is owned by others, including possibly Memeo, and is protected by copyrights, trademarks, rights of publicity and other intellectual property rights. Before you upload or download any Content while using the Services, 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 Services, unless you have the legal right to do so; and
Making unauthorized copies of any Content can lead to the termination of your participation in the Beta Test and may even subject you to legal action. In addition, the owner of the Content may take criminal or civil action against you. If a Content owner takes legal action against Memeo because of your unauthorized use of Content, you agree (to the extent permitted by applicable law) to hold harmless and indemnify Memeo, its subsidiaries, affiliates, related companies, employees, officers, directors, agents and suppliers against any liability, claims, or demands, including the costs of Memeo hiring attorneys to defend against the action.
By submitting or posting Content on the Website accessible by any third parties including the public, you are representing that you are the owner of such Content or have authorization to publish and distribute it. You hereby grant Memeo a worldwide, royalty-free, non-exclusive license to reproduce, modify, adapt and publish any such Content solely for the purpose of displaying, distributing and promoting the Content on the Website and/or in promotions for the Website. Said license will terminate within a commercially reasonable time after you or Memeo remove such Content from the Website.
If you believe that any Content in which you claim copyright has been infringed by anyone using the Services, 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:
Copyright Agent
Memeo Inc.
15 Enterprise
Suite 130
Aliso Viejo, CA 92656
U.S.A.
Fax: TBD
8. VIOLATIONS OF PLATFORM AND NETWORK SECURITY
Violations of Platform and network security are prohibited, and may result in criminal and civil liability. Examples of system and network security violations include the following:
- Unauthorized access to or use of data, systems or networks, including any attempt to probe, scan or test the vulnerability of a system or network or to breach security or authentication measures without the express authorization of the owner of the system or network
- Unauthorized monitoring of data or traffic on any network or system without the express authorization of the owner of the system or network
- Interference with service to any user, host or network including, without limitation, mailbombing, flooding, deliberate attempts to overload a system and broadcast attacks
- Falsifying your user identity or providing other false information to Memeo or to other users of the Services in connection with your use of the Services or any feature of the Services
- Posting viruses or software designed to create a virus or to do harm to the Website, any users of the Services or users of any network
- Taking any other action to disrupt the normal use of the Services or the Internet by other users
- Use of software that allows your account to stay logged on while you are not actively using the account
- Unsolicited E-Mail ("Spamming" and "Mailbombing")
Services have been designed for personal use and are not intended to be used to host e-commerce businesses conducting commercial sales and/or transactions over the Internet, including, but not limited to, any online store or shop, or software distribution
9. ACCOUNT DEACTIVATION AND REMOVAL OF CONTENT
Memeo reserves the right to disable your access to the Website and/or Services and to remove any Content you may have stored on the Website (including, but not limited to, web pages, files and other content) at any time, and will do so at the end of the Period or upon earlier termination of this Agreement. Memeo will notify you via email to the e-mail address that you provided during registration, or an alternative email account, that your access to the Website and Services will be terminated and that any Content residing in your account at the time of deactivation will be deleted.
10. DISCLAIMER OF WARRANTIES; LIABILITY LIMITATIONS
YOU EXPRESSLY UNDERSTAND AND AGREE THAT YOUR USE OF THE SERVICES IS AT YOUR SOLE RISK. THE SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE" FOR YOUR USE, WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT. MEMEO MAKES NO WARRANTY AND ASSUMES NO LIABILITY OR RESPONSIBILITY FOR (I) ANY RESULTS THAT MAY BE OBTAINED FROM THE SREVICES, OR THAT SUCH RESULTS WILL BE EFFECTIVE, RELIABLE, OR MEET YOUR REQUIREMENTS, (II) ANY VIRUSES, WORMS, TROJAN HORSES OR THE LIKE THAT MAY BE ENCOUNTERED OR TRANSMITTED THROUGH YOUR USE OF THE SERVICES, AND/OR (III) ANY UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA. MEMEO DOES NOT ENDORSE, WARRANT OR GUARANTEE ANY THIRD-PARTY PRODUCT OR SERVICE ADVERTISED OR OFFERED BY A THIRD PARTY THROUGH THE SERVICES AND WILL NOT BE A PARTY TO OR IN ANY WAY BE RESPONSIBLE FOR MONITORING ANY TRANSACTION BETWEEN YOU AND ANY THIRD PARTIES THROUGH THE SERVICES.
IN NO CASE SHALL MEMEO, ITS DIRECTORS, OFFICERS, EMPLOYEES, AFFILIATES, AGENTS OR CONTRACTORS BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES ARISING FROM YOUR USE OF THE SERVICES OR FOR ANY OTHER CLAIM RELATED IN ANY WAY TO YOUR USE OF SERVICES, INCLUDING, BUT NOT LIMITED TO, ANY CLAIMS FOR LOST PROFITS OR LOSS OF USE, DATA, OR GOODWILL, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. MEMEO'S ENTIRE LIABILITY AND YOUR SOLE AND EXCLUSIVE REMEDY WITH RESPECT TO THE USE OF ANY MEMEO SHARE SOFTWARE AND/OR SERVICES SHALL BE CANCELLATION OF YOUR PREVIEW ACCOUNT AND/OR CESSATION OF YOUR USE OF THE SERVICES.
BECAUSE SOME STATES OR JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, IN SUCH STATES OR JURISDICTIONS, MEMEO'S LIABILITY SHALL BE LIMITED TO THE MAXIMUM EXTENT PERMITTED BY LAW.
11. INDEMNITY
You agree to defend, indemnify and hold harmless Memeo, its affiliates, subsidiaries, directors, officers, employees, agents and contractors from and against any and all claims, demands, damages, losses, liabilities or expenses (including but not limited to attorney’s fees) made or claimed by a third party, relating to or arising from: (i) your use or misuse of the Services; (ii) any violation by you of this Agreement; or (iii) your violation of any rights of another. This obligation shall survive the termination or expiration of this Agreement.
12. LEGAL PRINCIPLES
This Agreement represents your entire agreement with Memeo with respect to Memeo Share. You agree that this Agreement is not intended to confer and does not confer any rights or remedies upon any person other than you, as a Memeo Share user, and Memeo.
You and Memeo expressly agree that any claim or dispute that arises between you or Memeo regarding the Services or relating in any way to your role as a Preview Participant shall be decided exclusively by a court of competent jurisdiction located in Orange County, California and you agree to the exclusive in personam jurisdiction of such court.
|
