Memplai – Terms of Use

1. Terms

By accessing this web site, you are agreeing to be bound by these web site Terms and Conditions of Use, all applicable laws and regulations, and agree that you are responsible for compliance with any applicable local laws. If you do not agree with any of these terms, you are prohibited from using or accessing this site. The materials contained in this web site are protected by applicable copyright and trade mark law.

Although we may attempt to notify you when major changes are made to these Terms of Service, you should periodically review the most up-to-date version www.memplai/termsofuse.com Memplai may, in its sole discretion, modify or revise these Terms of Service and policies at any time, and you agree to be bound by such modifications or revisions. Nothing in these Terms of Service shall be deemed to confer any third-party rights or benefits.

2. Service

  1. These Terms of Service apply to all users of the Service, including users who are also contributors of Content on the Service. “Content” includes the text, software, scripts, graphics, photos, sounds, music, videos, audiovisual combinations, interactive features and other materials you may view on, access through, or contribute to the Service. The Service includes all aspects of Memplai, including but not limited to all products, software and services offered via the Memplai website.
  2. The Service may contain links to third party websites that are not owned or controlled by Memplai. Memplai has no control over, and assumes no responsibility for, the content, privacy policies, or practices of any third party websites. In addition, Memplai will not and cannot censor or edit the content of any third-party site. By using the Service, you expressly relieve Memplai from any and all liability arising from your use of any third-party website.
  3. Accordingly, we encourage you to be aware when you leave the Service and to read the terms and conditions and privacy policy of each other website that you visit.

3. LIMITATIONS OF LIABILITY

IN NO EVENT SHALL MEMPLAI OR ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS OR SUPPLIERS BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF DATA OR PROFIT, OR DUE TO BUSINESS INTERRUPTION, ANY (I) ERRORS, MISTAKES, OR INACCURACIES OF CONTENT, (II) PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM YOUR ACCESS TO AND USE OF OUR SERVICES, (III) ANY UNAUTHORIZED ACCESS TO OR USE OF OUR SECURE SERVERS AND/OR ANY AND ALL PERSONAL INFORMATION AND/OR FINANCIAL INFORMATION STORED THEREIN, (IV) ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM OUR SERVICES, (IV) ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE, WHICH MAY BE TRANSMITTED TO OR THROUGH OUR SERVICES BY ANY THIRD PARTY, AND/OR (V) ANY ERRORS OR OMISSIONS IN ANY CONTENT OR FOR ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF YOUR USE OF ANY CONTENT POSTED, EMAILED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE VIA THE SERVICES, WHETHER BASED ON WARRANTY, CONTRACT, TORT, OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT THE COMPANY IS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE FOREGOING LIMITATION OF LIABILITY SHALL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW IN THE APPLICABLE JURISDICTION.) ARISING OUT OF THE USE OR INABILITY TO USE THE MATERIALS ON MEMPLAI’S INTERNET SITE, EVEN IF MEMPLAI OR A MEMPLAI AUTHORIZED REPRESENTATIVE HAS BEEN NOTIFIED ORALLY OR IN WRITING OF THE POSSIBILITY OF SUCH DAMAGE. BECAUSE SOME JURISDICTIONS DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES, OR LIMITATIONS OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, THESE LIMITATIONS MAY NOT APPLY TO YOU.

YOU SPECIFICALLY ACKNOWLEDGE THAT MEMPLAI SHALL NOT BE LIABLE FOR CONTENT OR THE DEFAMATORY, OFFENSIVE, OR ILLEGAL CONDUCT OF ANY THIRD PARTY AND THAT THE RISK OF HARM OR DAMAGE FROM THE FOREGOING RESTS ENTIRELY WITH YOU.

THE SERVICE IS CONTROLLED AND OFFERED BY MEMPLAI FROM ITS FACILITIES IN CANADA. MEMPLAI MAKES NO REPRESENTATIONS THAT THE SERVICE IS APPROPRIATE OR AVAILABLE FOR USE IN OTHER LOCATIONS. THOSE WHO ACCESS OR USE THE SERVICE FROM OTHER JURISDICTIONS DO SO AT THEIR OWN VOLITION AND ARE RESPONSIBLE FOR COMPLIANCE WITH LOCAL LAW.

4. Revisions and Errata

The materials appearing on Memplai’s web site could include technical, typographical, or photographic errors. Memplai does not warrant that any of the materials on its web site are accurate, complete, or current. Memplai may make changes to the materials contained on its web site at any time without notice. Memplai does not, however, make any commitment to update the materials.

5. Links

Memplai has not reviewed all of the sites linked to its Internet web site and is not responsible for the contents of any such linked site. The inclusion of any link does not imply endorsement by Memplai of the site. Use of any such linked web site is at the user’s own risk.

You may not link to the Site unless you comply with these linking conditions. Your ability to share your Memplai Video may depend on whether you obtained access to Memplai Services from an authorized third party, and therefore you may not have all of the sharing capabilities described. You may share your Memplai Videos hosted on the Site by using Memplai video player code to play your video in your own personal Site or web page. You may also share your Memplai video by downloading it to a storage device, personal computer, or mobile device. The Memplai Videos may only be used for personal, non-commercial, uses. You agree that you will not modify the video player code in any way, nor will you modify the display of your Memplai Video.

You may also share your Memplai Videos hosted on the Site by emailing or otherwise sharing the link associated with your Memplai Video.

Your right to link to the Memplai Site is expressly conditioned upon your compliance with the following restrictions:

  1. The link must either resolve to the homepage, " Memplai.com," or to the link associated with a User Video.
  2. The link may not use, defame, or tarnish any logo, graphic, tagline, service mark, trademark, or copyrighted information of Memplai or any other third party.
  3. The link and surrounding materials must not deliver the Site content in a framed environment, or alter the layout, content, look, or feel of the Site.
  4. The link and surrounding materials must not imply affiliation or falsely represent any relationship between the linking site and Memplai; and
  5. The link and surrounding materials must not portray Memplai, Memplai Videos or services available on the Site, or the Site itself, in a false, misleading, derogatory, defamatory or otherwise offensive manner.

6. Site Terms of Use Modifications

Memplai may revise these terms of use for its web site at any time without notice. We recommend that you check these Terms of Service periodically to see if there have been any modifications. By using this web site you are agreeing to be bound by the then current version of these Terms and Conditions of Use.

7. Governing Law

Any claim relating to Memplai’s web site shall be governed by the laws of the Province of Ontario, Canada without regard to its conflict of law provisions.

General Terms and Conditions applicable to Use of a Web Site.

8. REGISTRATION DATA, PASSWORDS AND PRIVACY

By registering with us, you agree that all information provided to us is true and accurate and you will update this information in order to keep it current, complete and accurate.

During the registration process, you will be asked to select a password. The password and your account are for your individual use only, and are not to be shared with coworkers, friends or family. You agree to keep your password confidential at all times.

You agree to be fully responsible for activities or transactions that relate to your account or your password. You must notify Memplai immediately if you learn of an unauthorized use of your password.

All information we obtain about you in connection with your use of this Site is subject to our Privacy Policy, which is incorporated by reference into these Terms of Service.

9. CONDUCT ON SITE

You agree that you will not upload, share, or otherwise distribute any Submissions-- including text, graphics, images, sounds, data, music, or other information — that:

  1. are unlawful, threatening, abusive, harassing, defamatory, libelous, deceptive, fraudulent, invasive of another’s privacy, or impersonate another person;
  2. contain explicit or graphic descriptions or accounts of sexual acts (including but not limited to sexual language of a violent or threatening nature directed at another individual or group of individuals), or in any way violate child pornography laws;
  3. victimize, harass, degrade, or intimidate an individual or group of individuals on the basis of religion, gender, sexual orientation, race, ethnicity, age, or disability;
  4. infringe on any patent, trademark, trade secret, copyright, right of publicity, or other proprietary right of any party;
  5. constitute unauthorized or unsolicited advertising, junk or bulk email (also known as "spamming"), chain letters, any other form of unauthorized solicitation, or any form of lottery or gambling;
  6. contain software viruses or any other computer code, files, or programs that are designed or intended to disrupt, damage, or limit the functioning of any software, hardware, or telecommunications equipment or to damage or obtain unauthorized access to any data or other information of any third party;
  7. contains measures that could be used to determine the architecture of the Site, or could be used to decompile, disassemble, or reverse engineer the Site; or
  8. are to be used for a commercial purpose of any kind.

We do not endorse the contents of any Submissions, and expressly disclaim any and all liability in connection with Submissions. We do not pre-screen or monitor Submissions. However, we have the right at our sole discretion to remove any content of any kind that, in our judgment, does not comply with these Terms of Service and any other rules of user conduct for our Site, or is otherwise harmful, objectionable, or inaccurate. We are not responsible for any failure or delay in removing such content. You hereby consent to such removal and waive any claim against us arising out of such removal of content.

If you would like to notify us of content which you believe does not comply with these Terms of Service, please fill out our feedback form. Make sure to include both the Uniform Resource Locator ("URL") for the non-complying video or content, and the reasons you believe it does not comply. You understand that in using this Site, you may be exposed to materials that are objectionable as set forth above. You hereby waive and agree to waive all rights, claims, and actions in law or equity against Memplai arising from your exposure to such materials.

You may not use your account to breach security of another account or attempt to gain unauthorized access to another network or server. Users who violate systems or network security may incur criminal or civil liability.

You agree that we may at any time, and at our sole discretion, terminate your account without prior notice to you and without reimbursement if we suspect a violation any of these Terms of Service. In addition, you acknowledge that we will cooperate fully with investigations of violations of systems or network security at other sites, including cooperating with law enforcement authorities in investigating suspected criminal violations.

10. Description of Services (A)

The Site is owned and operated by Memplai Inc., an Ontario Corporation with a place of business at 500 St. Clair, Toronto Canada. The Memplai Site provides Registered Users with the ability to collaborate with friends to have “Memplai Video” created using uploaded video clips, photographs, graphics set to a selected or uploaded music track (“Musical Content”)

You understand and agree that although we will use reasonable efforts to ensure the Site is available to its Users, temporary interruptions of the services available through this Site may occur. The services available on this site are provided "AS IS" and Memplai is not liable to you for any temporary interruption in services.

11. General Use of the Service—Permissions and Restrictions (Y)

Memplai hereby grants you permission to access and use the Service as set forth in these Terms of Service, provided that:

    You agree not to distribute in any medium any part of the Service or the Content without Memplai’s prior written authorization, unless Memplai makes available the means for such distribution through functionality offered by the Service (such as the Embeddable Player).
  1. You agree not to alter or modify any part of the Service.
  2. You agree not to access Content through any technology or means other than the video playback pages of the Service itself, the Embeddable Player, or other explicitly authorized means Memplai may designate.
  3. You agree not to use the Service for any of the following commercial uses unless you obtain Memplai’s prior written approval:
    1. the sale of access to the Service;
    2. the sale of advertising, sponsorships, or promotions placed on or within the Service or Content; or
    3. the sale of advertising, sponsorships, or promotions on any page of an ad-enabled blog or website containing Content delivered via the Service, unless other material not obtained from Memplai appears on the same page and is of sufficient value to be the basis for such sales.
  4. Prohibited commercial uses do not include:
    1. uploading an original video to Memplai, or maintaining an original channel on Memplai, to promote your business or artistic enterprise;
    2. Memplai videos through the Embeddable Player on an ad-enabled blog or website, subject to the advertising restrictions set forth above; or
    3. any use that Memplai expressly authorizes in writing.
  5. (For more information about what constitutes a prohibited commercial use, see our FAQ.)
  6. If you use the Embeddable Player on your website, you may not modify, build upon, or block any portion or functionality of the Embeddable Player, including but not limited to links back to the Memplai website.
  7. If you use the Memplai Uploader, you agree that it may automatically download and install updates from time to time from Memplai. These updates are designed to improve, enhance and further develop the Uploader and may take the form of bug fixes, enhanced functions, new software modules and completely new versions. You agree to receive such updates (and permit Memplai to deliver these to you) as part of your use of the Uploader.
  8. You agree not to use or launch any automated system, including without limitation, "robots," "spiders," or "offline readers," that accesses the Service in a manner that sends more request messages to the Memplai 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. Notwithstanding the foregoing, Memplai grants the operators of public search engines permission to use spiders to copy materials from the site for the sole purpose of and solely to the extent necessary for creating publicly available searchable indices of the materials, but not caches or archives of such materials. Memplai reserves the right to revoke these exceptions either generally or in specific cases. You agree not to collect or harvest any personally identifiable information, including account names, from the Service, nor to use the communication systems provided by the Service (e.g., comments, email) for any commercial solicitation purposes. You agree not to solicit, for commercial purposes, any users of the Service with respect to their Content.
  9. In your use of the Service, you will comply with all applicable laws.
  10. Memplai reserves the right to discontinue any aspect of the Service at any time.

12. Your Use of Content (Y)

In addition to the general restrictions above, the following restrictions and conditions apply specifically to your use of Content.

  1. The Content on the Service, and the trademarks, service marks and logos ("Marks") on the Service, are owned by or licensed to Memplai, subject to copyright and other intellectual property rights under the law.
  2. Content is provided to you AS IS. You may access Content for your information and personal use solely as intended through the provided functionality of the Service and as permitted under these Terms of Service. You shall not download any Content unless you see a “download” or similar link displayed by Memplai on the Service for that Content. You shall not copy, reproduce, distribute, transmit, broadcast, display, sell, license, or otherwise exploit any Content for any other purposes without the prior written consent of Memplai or the respective licensors of the Content. Memplai and its licensors reserve all rights not expressly granted in and to the Service and the Content.
  3. You agree not to circumvent, disable or otherwise interfere with security-related features of the Service or features that prevent or restrict use or copying of any Content or enforce limitations on use of the Service or the Content therein.
  4. You understand that when using the Service, you will be exposed to Content from a variety of sources, and that Memplai is not responsible for the accuracy, usefulness, safety, or intellectual property rights of or relating to such Content. You further understand and acknowledge that you may be exposed to 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 Memplai with respect thereto, and, to the extent permitted by applicable law, agree to indemnify and hold harmless Memplai, its owners, operators, affiliates, licensors, and licensees to the fullest extent allowed by law regarding all matters related to your use of the Service.

13. Warranty Disclaimer (MC)

YOU AGREE THAT YOUR USE OF THE WEBSITE SHALL BE AT YOUR SOLE RISK. TO THE FULLEST EXTENT PERMITTED BY LAW, MEMPLAI, ITS OFFICERS, DIRECTORS, EMPLOYEES, AND AGENTS DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, IN CONNECTION WITH THE WEBSITE AND YOUR USE THEREOF. MEMPLAI MAKES NO WARRANTIES OR REPRESENTATIONS ABOUT THE ACCURACY OR COMPLETENESS OF THE WEBSITE’S CONTENT AND ASSUMES NO LIABILITY FOR ANY (I) MISTAKES OR INACCURACIES OF CONTENT, (II) PERSONAL INJURY OR PROPERTY DAMAGE RESULTING FROM YOUR USE OF THE WEBSITE, (III) ANY UNAUTHORIZED ACCESS TO OR USE OF OUR SERVERS AND/OR ANY AND ALL PERSONAL INFORMATION AND/OR FINANCIAL INFORMATION STORED THEREIN, (IV) ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM THE WEBSITE, (IV) ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE WHICH MAY BE TRANSMITTED TO OR THROUGH OUR WEBSITE BY ANY THIRD PARTY, AND/OR (V) ANY ERRORS OR OMISSIONS IN ANY CONTENT OR FOR ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF THE USE OF ANY CONTENT ON OR VIA THE WEBSITE. MEMPLAI DOES NOT WARRANT, ENDORSE OR ASSUME RESPONSIBILITY FOR ANY CONTENT, OR PRODUCT OR SERVICE ADVERTISED OR OFFERED BY A THIRD PARTY THROUGH THE WEBSITE OR FEATURED IN ANY ADVERTISING, AND MEMPLAI WILL NOT BE A PARTY TO OR IN ANY WAY BE RESPONSIBLE FOR MONITORING ANY TRANSACTION BETWEEN YOU AND THIRD-PARTY PROVIDERS OF PRODUCTS OR SERVICES

14. Indemnity

You agree to defend, indemnify and hold harmless Memplai, its affiliates, and their respective officers, directors, employees and agents, from and against any and all claims, damages, obligations, losses, liabilities, costs and expenses (including but not limited to attorney’s fees) arising from: (i) your use of the Website; (ii) your violation of these Terms & Conditions; (iii) your violation of the terms which apply to your User Submission; (iv) your violation of any third party right, including without limitation any copyright, property, publicity or privacy right; or (v) any claim that one of your User Submissions caused damage to a third party. This defense and indemnification obligation will survive these Terms & Conditions and your use of the Website.

  1. Ability to Accept Terms & Conditions
    You affirm that you are either more than 18 years of age or possess legal parental or guardian consent to enter into these Terms & Conditions, and to comply with these Terms of Use. In any case, you affirm that you are over the age of 13, as the Website is not intended for children under 13. If you are under 13 years of age, then please do not use the Website-there are lots of other great web sites for you. Talk to your parents about what sites are appropriate for you.
  2. Assignment
    These Terms & Conditions, and any rights and licenses granted hereunder, may not be transferred or assigned by you, but may be assigned by Memplai without restriction.
  3. General
    You agree that: (i) the Website shall be deemed solely based in Canada; and (ii) the Website shall be deemed a passive website that does not give rise to personal jurisdiction over Memplai, either specific or general, in jurisdictions other than the Province of Ontario, Canada. These Terms & Conditions shall be governed by the internal substantive laws of the the Province of Ontario, without respect to its conflict of laws principles. Any claim or dispute between you and Memplai that arises in whole or in part from the Website or these Terms & Conditions shall be decided exclusively by a federal or provincial court of competent jurisdiction located inToronto Ontario. These Terms & Conditions, together with the Privacy Policy at Privacy Policy and any other legal notices published by Memplai on the Service, shall constitute the entire agreement between you and Memplai concerning the Service. If any provision of these Terms of Service is deemed invalid by a court of competent jurisdiction, the invalidity of such provision shall not affect the validity of the remaining provisions of these Terms of Service, which shall remain in full force and effect. No waiver of any term of this these Terms of Service shall be deemed a further or continuing waiver of such term or any other term, and Memplai’s failure to assert any right or provision under these Terms of Service shall not constitute a waiver of such right or provision. Memplai reserves the right to amend these Terms of Service at any time and without notice, and it is your responsibility to review these Terms of Service for any changes. Your use of the Service following any amendment of these Terms of Service will signify your assent to and acceptance of its revised terms. YOU AND MEMPLAI AGREE THAT ANY CAUSE OF ACTION ARISING OUT OF OR RELATED TO THE SERVICES MUST COMMENCE WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES. OTHERWISE, SUCH CAUSE OF ACTION IS PERMANENTLY BARRED.

15. Your Content and Conduct

  1. As a Memplai account holder you may submit Content to the Service, including videos and user comments. You understand that Memplai does not guarantee any confidentiality with respect to any Content you submit.
  2. You shall be solely responsible for your own Content and the consequences of submitting and publishing your Content on the Service. You affirm, represent, and warrant that you own or have the necessary licenses, rights, consents, and permissions to publish Content you submit; and you license to Memplai all patent, trademark, trade secret, copyright or other proprietary rights in and to such Content for publication on the Service pursuant to these Terms of Service.
  3. For clarity, you retain all of your ownership rights in your Content. However, by submitting Content to Memplai, you hereby grant Memplai a worldwide, non-exclusive, royalty-free, sublicenseable and transferable license to use, reproduce, distribute, prepare derivative works of, display, and perform the Content in connection with the Service and Memplai’s (and its successors’ and affiliates’) business, including without limitation for promoting and redistributing part or all of the Service (and derivative works thereof) in any media formats and through any media channels. You also hereby grant each user of the Service a non-exclusive license to access your Content through the Service, and to use, reproduce, distribute, display and perform such Content as permitted through the functionality of the Service and under these Terms of Service. The above licenses granted by you in video Content you submit to the Service terminate within a commercially reasonable time after you remove or delete your videos from the Service. You understand and agree, however, that Memplai may retain, but not display, distribute, or perform, server copies of your videos that have been removed or deleted. The above licenses granted by you in user comments you submit are perpetual and irrevocable.
  4. You further agree that Content you submit to the Service will not contain third party copyrighted material, or material that is subject to other third party proprietary rights, unless you have permission from the rightful owner of the material or you are otherwise legally entitled to post the material and to grant Memplai all of the license rights granted herein.
  5. You further agree that you will not submit to the Service any Content or other material that is contrary to our terms of use, which may be updated from time to time, or contrary to applicable local, national, and international laws and regulations.
  6. Memplai does not endorse any Content submitted to the Service by any user or other licensor, or any opinion, recommendation, or advice expressed therein, and Memplai expressly disclaims any and all liability in connection with Content. Memplai does not permit copyright infringing activities and infringement of intellectual property rights on the Service, and Memplai will remove all Content if properly notified that such Content infringes on another’s intellectual property rights. Memplai reserves the right to remove Content without prior notice.

16. Account Termination Policy

  1. Memplai will terminate a user’s access to the Service if, under appropriate circumstances, the user is determined to be a repeat infringer.
  2. Memplai reserves the right to decide whether Content violates these Terms of Service for reasons other than copyright infringement, such as, but not limited to, pornography, obscenity, or excessive length. Memplai may at any time, without prior notice and in its sole discretion, remove such Content and/or terminate a user’s account for submitting such material in violation of these Terms of Service.

17. Copyright Policy

  1. Memplai operates a clear copyright policy in relation to any Content alleged to infringe the copyright of a third party.
  2. As part of Memplai’s copyright policy, Memplai will terminate user access to the Website if a user has been determined to be a repeat infringer. A repeat infringer is a user who has been notified of infringing activity more than twice.
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