Memester is all about having fun and spreading laughter. We understand that some jokes can be taken too far, so to ensure a safe environment, we require all users to follow these guidelines. It’s in our best interest to maintain a positive experience for everyone as we strive to protect our community from a toxic culture. We reserve the right to remove any content, ban, or suspend accounts that violates our rules.
Think before you act. Please don’t threaten to harm anyone including yourself, even if it’s a joke. Content that depicts any sort of harm (like suicide, rape, self-inflicting pain, or any other form of terrorism) shall be refrained from being published onto the app. Please reach out to firstname.lastname@example.org if you come across something that you feel needs to be taken seriously.
This isn’t the place to conduct anything illegal (like phishing, fraud, trafficking, or anything else against the law). Wait…actually don’t do any of these things in general.
It’s not cool posting content that encourages hate towards an individual or group. Let’s all just try to be good people and spread more positivity around here!
Don’t be “that guy” posting sexually explicit material on photo sharing platforms. The internet is full of adult destinations for you to do just that, but Memester is NOT one of them.
Don’t try to impersonate someone that you’re not. Be YOURSELF.
Users must be at least 13 years old to sign up.
By visiting and interacting with Memester, its App and/or its Service, you provide us with three types of information: Personally Identifiable Information (i.e., information that you purposely disclose or that you authorize to be disclosed on your behalf); User Contributed Content; and Automatic Information (e.g. your IP address and browser type). Personally Identifiable Information, User Contributed Content, and Automatic Information are collectively referred to herein as “Personal Information.” You warrant that the information you provide to us is accurate and current and corresponds to your identity and you have the right to post it. All the requested data in the forms on the App that do not appear as optional are mandatory for the purpose of managing effectively the relationship with Memester. Personal Information may include, but is not limited to, the following:
“Personally Identifiable Information” may include, without limitation, information provided when you register to use the App and/or the Service, including your email address, name, date of birth, gender, Facebook, Twitter, friend lists and number of friends you have via social networks, comments posted on the App and the Service, use information regarding your use of the Service, profile picture that you upload via the App or the Service, and browser information. The Personally Identifiable Information you provide is used for such purposes as: allowing you to set up a user account and profile that can be used to interact with other users and your followers through the Service; providing, maintaining, and improving our Service and the content thereof; to better understand how you interact with Memester providing personalized features of the Service; communicating with you about new features; providing metrics and feedback to potential and existing customers; satisfying customer and user needs; monitoring your use and aggregate users' use of Memester; administering your inquiries; and enforcing our (or our partners' or users') rights. If you contact us by email, we may keep a record of your contact information and correspondence and will use your email and correspondence if we respond to you.
Using the Service includes creating or uploading different kinds of content to the App, including without limitation, photos, videos, GIFs, text, messages, posts, html, URLs, pictures, and other content (collectively, “User Contributed Content”). As you upload User Contributed Content you should be mindful of your privacy as well as the privacy of others. The User Contributed Content that you upload will be collected and retained.
We may receive and store certain types of information whenever you interact with us. Memester may automatically receive and record information on our server logs from your browser including your IP address, Memester cookie information, and the information you request. Memester may use this traffic data to help diagnose problems with its server, analyze trends and administer the App and the Service. We may also automatically collect usage information, such as the numbers and frequency of users of our App and Service and their components. Memester may use this data in aggregate form, that is, as a statistical measure, but not in a manner that would identify you personally. This type of aggregate data may enable us to figure out how often customers use parts of the App and the Service, so we can make the App and the Service appealing to as many users as possible. As part of this use of information, we may provide aggregate information, not information about you personally, to our partners about how our users, collectively, use the App and the Service.
You expressly agree that all of your User Contributed Content, as well as your Personal Information, images and any other data or information contained in your account associated with the implementation of Memester, may be published and made available to the rest of Memester's users. Furthermore, other users may follow you on the App, and your followers can see, for example, the User Contributed Content that you have uploaded to the App. Individuals reading this information may use it or disclose it to other individuals or entities without our control and without your knowledge. We therefore urge you to think carefully about including any specific information you may deem private in your User Contributed Content or other content that you create in the Service.
Please note that certain information, including without limitation, your public user profile information (including username, public photo, etc.), will be available to the Internet's general public while you participate in some aspects of the Service, so you should exercise discretion when using the Service. Personal information disclosed by you may be collected by other third parties or users of such Services and may result in unsolicited messages or may be shared with or disclosed to other third parties. We are not responsible for protecting such information that you may disclose to third parties through our Service (for example, sending your personal telephone number to another user through the Service). To the extent that you use a profile that may be available to others on our Service, you are solely responsible for its content and accuracy at all times. To edit, change, or delete such information, follow the instructions provided on our Service.
To protect your privacy, we limit the sharing of Personally Identifiable Information with third parties. We conduct our business with great respect for the confidential nature of the information being provided. We will not share information about you except as outlined below. We do not sell, license, lease or otherwise disclose non-public information about you with such third parties that is likely to uniquely identify or locate any individual or entity to any unaffiliated third party for any reason, except as noted below: • We may share or disclose user information with such user's consent. • Where such disclosure is required or appropriate pursuant to laws or securities regulations, including cooperating with government agencies, other regulatory bodies and law enforcement officials, performing background checks, resolving disputes or performing risk-management functions. • To help us improve our services to you, we may engage another business to help us to carry out certain internal functions such as account processing, client services or other data collection relevant to our business. We may also provide a party with client information from our databases to help us analyze and identify client needs or to notify clients of particular services offerings. Use of the information shared is strictly limited to the performance of the task we request and used for no other purpose. • As mentioned above, we may share aggregate information about our users with our partners, such as the number of users who used a particular service, which would include as a part thereof your personal information. We do not have any control over, and are not responsible for, our partner's use of this information. • We may share information with non-financial companies that perform services for us. • We may share information with affiliates if the information is required to provide the services you requested. An affiliate is a company that we own or control, or with which there is common ownership with us. • We may also disclose your information as necessary to credit reporting or collection agencies, or when necessary to protect our rights or property. • While your Personally Identifiable Information is protected as outlined above, we reserve the right to use, transfer, sell, and share aggregated, anonymous data about our users as a group for any business purpose, such as analyzing usage trends and seeking compatible advertisers and partners. • We may share information with the acquiring or surviving entity In addition, as our business changes, we may buy or sell various assets. If we are involved in a merger, acquisition, or sale of all or a portion of our assets, you will be notified via email and/or a prominent notice on our website of any change in ownership or uses of your personal information, as well as any choices, if any, you may have regarding your personal information.
If Memester or its assets are acquired, member information would be one of the assets that is transferred or acquired by a third party.
Memester does not direct the App or its Service at children under 13 years of age, and the App and the Service are not intended to be viewed or used by them. Pursuant to the requirements of the Children's Online Privacy Protection Act (“COPPA”) in the United States, Memester will not knowingly collect personally identifiable information from children under the age of 13 without first obtaining parental consent, and to the extent such information is inadvertently collected, Memester will make every commercially reasonable effort to obtain permission from the child's parent and/or permanently delete the information once it has actual knowledge of such collection. Children should always get permission from their parents before providing any information about themselves (including without limitation first and last names, e-mail addresses, dates of birth and gender) to others, whether via the Internet or any other means.
We may notify affected users of any emergency government or law enforcement requests for their account information, however, we are not required to do so and may, in fact, be precluded from doing so by applicable law. Furthermore, we may disclose account information to a government agency or to law enforcement in response to a valid emergency disclosure request. In connection with any such request, we will require that any such law enforcement or government agency comply with basic principles of free expression, clearly state the legal reason for ascertaining the requested information, and respect the security and infrastructure of the App and the Service by not building any security kinks into our backend. Memester will evaluate all emergency disclosure requests on a case-by-case basis in compliance with relevant law. Furthermore, if Memester receives information that provides us with a good faith belief that there is an exigent emergency involving the danger of death or serious physical injury to a person, we may provide information necessary to prevent that harm, if we have it. We may not comply with requests for a variety of reasons, including, but not limited to, a request that fails to identify a Memester account or a request that is overly broad, in which case we may seek to narrow that request. Memester will comply with all applicable laws regarding any government or emergency request for information.
Should you ever decide to delete your Memester account, you may do so by contacting us at email@example.com. If you terminate your account, your profile and User Contributed Content will be deleted from our servers; provided, however, that such deletion may not be immediate, and residual copies of your profile information or User Contributed Content may remain on backup media for a reasonable period of time. Furthermore, copies of deleted information may remain viewable elsewhere, to the extent it has been shared with others, it was otherwise distributed pursuant to your privacy settings, or it was copied or stored by other users or other third parties.
Memester is a social platform for users to create, share, and discover memes. The key functionality of the App is to establish a community that allows individuals to spread laughter by transforming humorous ideas into viral media. Please note that Memester has no control over such users or their conduct. Memester does not assume any responsibility for or warrant the accuracy or legitimacy of any information provided by any user through the Service. Furthermore, Memester does not and has no obligation to screen users or review the accuracy or legitimacy of any information or data provided by any user. Any claim or dispute that may arise between users of the App and/or the Service shall be settled by them, and they hereby agree to release and hold harmless Memester from any liability or responsibility to participate in such claim or dispute. By using the Service, you agree not to do any of the following, each of which shall be deemed a breach of these Terms of Service: (i) disclose personal contact information to other users through the service, (ii) engage in any illicit, indecent or unlawful behavior or activity, (iii) engage in any indecent, pornographic, racist, offensive, defamatory, or incendiary conduct or behavior, or (iv) conduct any commercial activity or engage in any transaction involving the exchange of value between users. While Memester recommends never disclosing personal contact information to other users through any medium, to the extent such is provided to other users such shall be done through communication mediums other than the Service. You agree to take reasonable precautions in all communications and interactions with other users and with other persons with whom you communicate or interact as a result of your use of the Services, particularly if you decide to meet offline or in person. You understand that when using the service, you will be exposed to content from a variety of sources, and that Memester is not responsible for the accuracy, usefulness, or the safety of or relating to such content. You further understand and acknowledge that, while the Services are not provided for pornographic purposes or for making sexually explicit content available, you may be exposed to content that you deem to be offensive, indecent, objectionable, or sexually explicit, and you agree to waive, and hereby do waive, and legal or equitable rights or remedies you have or may have against Memester with respect thereto. You also acknowledge and agree that the Service and the content available through the Service may violate applicable laws in the jurisdiction you are located and it is your responsibility to ensure that the Service and the content contained therein does not violate such laws and to indemnify Memester in the event such does violate the law.
THE APP IS PROVIDED ON AN “AS IS", “AS AVAILABLE", AND “WITH ALL FAULTS” BASIS. YOU ACKNOWLEDGE THAT YOU ARE USING OF THE APP, OR THE MEMESTER SERVICE CONTENT AT YOUR OWN RISK. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE APP IS PROVIDED WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM MEMESTER OR THROUGH THE APP WILL CREATE ANY WARRANTY NOT EXPRESSLY MADE HEREIN. WITHOUT LIMITING THE FOREGOING, MEMESTER, ITS SUBSIDIARIES, ITS AFFILIATES, AND ITS LICENSORS DO NOT WARRANT THAT THE CONTENT IS ACCURATE, IS IN COMPLIANCE WITH ANY APPLICABLE LEGISLATION, RELIABLE OR CORRECT; THAT THE APP WILL MEET YOUR REQUIREMENTS; THAT THE APP WILL BE AVAILABLE AT ANY PARTICULAR TIME OR LOCATION, UNINTERRUPTED OR SECURE; THAT ANY DEFECTS OR ERRORS WILL BE CORRECTED; OR THAT THE APP IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. ANY CONTENT DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE APP IS DOWNLOADED AT YOUR OWN RISK AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR MOBILE DEVICE OR LOSS OF DATA THAT RESULTS FROM SUCH DOWNLOAD OR YOUR USE OF THE APP. MEMESTER DOES NOT WARRANT, ENDORSE, GUARANTEE, OR ASSUME RESPONSIBILITY FOR ANY PRODUCT OR SERVICE ADVERTISED OR OFFERED BY A THIRD PARTY THROUGH THE MEMESTER APP OR ANY HYPERLINKED WEBSITE OR SERVICE, AND MEMESTER WILL NOT BE A PARTY TO OR IN ANY WAY MONITOR ANY TRANSACTION BETWEEN YOU AND THIRD-PARTY PROVIDERS OF PRODUCTS OR SERVICES.
UNDER NO CIRCUMSTANCES WILL MEMESTER BE LIABLE TO YOU FOR ANY LOSS OR DAMAGES OF ANY KIND (INCLUDING, WITHOUT LIMITATION, FOR ANY DIRECT, INDIRECT, ECONOMIC, EXEMPLARY, SPECIAL, PUNITIVE, INCIDENTAL OR CONSEQUENTIAL LOSSES OR DAMAGES) THAT ARE DIRECTLY OR INDIRECTLY RELATED TO: (A) THE SERVICE; (B) THE MEMESTER CONTENT; (C) USER CONTENT; (D) YOUR USE OF, INABILITY TO USE, OR THE PERFORMANCE OF THE SERVICE; (E) ANY ACTION TAKEN IN CONNECTION WITH AN INVESTIGATION BY MEMESTER OR LAW ENFORCEMENT AUTHORITIES REGARDING YOUR OR ANY OTHER PARTY'S USE OF THE SERVICE; (F) ANY ACTION TAKEN IN CONNECTION WITH COPYRIGHT OR OTHER INTELLECTUAL PROPERTY OWNERS; (G) ANY ERRORS OR OMISSIONS IN THE SERVICE'S OPERATION; OR (H) ANY DAMAGE TO ANY USER'S COMPUTER, MOBILE DEVICE, OR OTHER EQUIPMENT OR TECHNOLOGY INCLUDING, WITHOUT LIMITATION, DAMAGE FROM ANY SECURITY BREACH OR FROM ANY VIRUS, BUGS, TAMPERING, FRAUD, ERROR, OMISSION, INTERRUPTION, DEFECT, DELAY IN OPERATION OR TRANSMISSION, COMPUTER LINE OR NETWORK FAILURE OR ANY OTHER TECHNICAL OR OTHER MALFUNCTION, INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOST PROFITS, LOSS OF GOODWILL, LOSS OF DATA, WORK STOPPAGE, ACCURACY OF RESULTS, OR COMPUTER FAILURE OR MALFUNCTION, EVEN IF FORESEEABLE OR EVEN IF MEMESTER HAVE BEEN ADVISED OF OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES, WHETHER IN AN ACTION OF CONTRACT, NEGLIGENCE, STRICT LIABILITY OR TORT (INCLUDING, WITHOUT LIMITATION, WHETHER CAUSED IN WHOLE OR IN PART BY NEGLIGENCE, ACTS OF GOD, TELECOMMUNICATIONS FAILURE, OR THEFT OR DESTRUCTION OF THE SERVICE). IN NO EVENT WILL MEMESTER BE LIABLE TO YOU OR ANYONE ELSE FOR LOSS, DAMAGE OR INJURY, INCLUDING, WITHOUT LIMITATION, DEATH OR PERSONAL INJURY. SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU. IN NO EVENT WILL MEMESTER’S TOTAL LIABILITY TO YOU FOR ALL DAMAGES, LOSSES OR CAUSES OR ACTION EXCEED ONE HUNDRED UNITED STATES DOLLARS ($100.00). YOU AGREE THAT IN THE EVENT YOU INCUR ANY DAMAGES, LOSSES OR INJURIES THAT ARISE OUT OF MEMESTER'S ACTS OR OMISSIONS, THE DAMAGES, IF ANY, CAUSED TO YOU ARE NOT IRREPARABLE OR SUFFICIENT TO ENTITLE YOU TO AN INJUNCTION PREVENTING ANY EXPLOITATION OF ANY WEB SITE, SERVICE, PROPERTY, PRODUCT OR OTHER CONTENT OWNED OR CONTROLLED BY MEMESTER, AND YOU WILL HAVE NO RIGHTS TO ENJOIN OR RESTRAIN THE DEVELOPMENT, PRODUCTION, DISTRIBUTION, ADVERTISING, EXHIBITION OR EXPLOITATION OF ANY WEB SITE, PROPERTY, PRODUCT, SERVICE, OR OTHER CONTENT OWNED OR CONTROLLED BY MEMESTER. YOU HEREBY AGREE TO RELEASE MEMESTER FROM ANY AND ALL CLAIMS, DEMANDS AND DAMAGES (ACTUAL AND CONSEQUENTIAL) OF EVERY KIND AND NATURE, KNOWN AND UNKNOWN, SUSPECTED AND UNSUSPECTED, DISCLOSED AND UNDISCLOSED (“CLAIMS”), ARISING OUT OF OR IN ANY WAY CONNECTED WITH YOUR USE OF THE APP, THE SERVICE OR THE MEMESTER CONTENT. IF YOU ARE A CALIFORNIA RESIDENT, YOU WAIVE CALIFORNIA CIVIL CODE SECTION 1542, WHICH STATES, IN PART: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR”. MEMESTER IS NOT RESPONSIBLE FOR THE ACTIONS, CONTENT, INFORMATION, OR DATA OF THIRD PARTIES, AND YOU RELEASE US, OUR DIRECTORS, OFFICERS, EMPLOYEES, AND AGENTS FROM ANY CLAIMS AND DAMAGES, KNOWN AND UNKNOWN, ARISING OUT OF OR IN ANY WAY CONNECTED WITH ANY CLAIM YOU HAVE AGAINST ANY SUCH THIRD PARTIES.
The App is only accessible to registered users who create a Memester account with a valid email address. If you register and access the App or use the Service, you accept and agree to be bound by this Agreement and the terms, conditions and notices contained or referenced herein. Use of the App and the Service, and the registration and creation of a Memester account, is available only to individuals who are at least 13 years old, whether acting on their own behalf or as an authorized employee or representative of a corporation or other business entity. You hereby warrant that you are at least 13 years old. In the event that the information you provide in this regard is not truthful, Memester shall not be liable as it cannot verify the age of its users. If you are under 13 years old, do not attempt to register or use the App or the Service. If you are under the age of 18, you may use the Service, with or without registering, only with the approval of your parent or guardian. In addition, you should review these terms with your parent or guardian to make sure that you and your parent or guardian understand and agree with these terms. You may not (i) select or use as a Memester User ID of another person with the intent to impersonate that person; (ii) use as a Memester User ID a name subject to any rights of a person other than you without appropriate authorization; or (iii) use as Memester User ID a name that is vulgar, obscene or otherwise offensive. We reserve the right to refuse registration of, or cancel a Memester User ID at our discretion. If you select a User ID for your account, we reserve the right to remove or reclaim it if we believe it infringes upon another's rights or marks. You are responsible for all activities occurring under your Memester User ID and for keeping your password confidential and secure, and you agree to immediately notify us of any unauthorized use of your Memester User ID or password. While there are limited, legitimate reasons for creating multiple accounts, creating serial or overlapping accounts may result in account termination. Please contact us if you have questions about managing multiple accounts.
You agree to only upload, post, submit or otherwise transmit User Contributed Content: (i) that you have the lawful right to use, copy, distribute, transmit, or display; and (ii) that does not infringe the intellectual property rights or violate the privacy rights of any third party (including, without limitation, copyright, trademark, patent, trade secret, or other intellectual property right, or moral right or right of publicity). Memester respects the legal rights of others, and asks that its users do the same. It is Memester's policy to respond to notices of alleged copyright or other forms of intellectual property infringement provided they comply with applicable laws (most notably, the United States' Digital Millennium Copyright Act or “DMCA”). Repeat offenders will, at Memester's option, have their user accounts and/or access to the App and the Service removed or disabled irrespective of the status of any particular notification or counter-notification. If you believe that your intellectual property rights have been infringed, please provide Memester with written notice of same with the following information: • The full name, mailing address, telephone number, contact email address and physical or electronic signature of an owner of an exclusive right that is allegedly infringed, or a person or entity specifically authorized to act on that owner's behalf; • Identification of the works claimed to have been infringed, or, if multiple works at a single online site are covered by a single notification, a representative list of such works; • 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 Memester to locate said material; • 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 rights holder, his/her/its agent, or the law; • 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; and • Any supporting documentation to help establish the rights at issue, such as copies of a valid and duly executed copyright registration certificate. Notices should be delivered to Memester's Agent for Notices of Infringement Claims: • Email: firstname.lastname@example.org Memester will, upon receipt of a properly-formatted notice, act expeditiously to remove the allegedly offending content or disable public access to same. Memester will also send a copy of any infringement notice to the party said to be responsible for the infringement at issue. If you have received such a notice, you may opt to file a counter-notice, stating essentially that you dispute the allegations made in the notice and formally requesting that any material removed or disabled be reposted. A counter-notification should include the following information: • The full name, address, telephone number, contact email address and physical or electronic signature of the party named in the infringement notice, or a person or entity specifically authorized to act on his/her/its behalf. • Identification of the material(s) claimed to have been removed or disabled by Memester, and information reasonably sufficient to permit the service provider to determine its prior location; • A statement that the party making the counter-notice has a good faith belief that use of the material in the manner complained of is not authorized by the rights holder, his/her/its agent, or the law; • A statement that the information in the counter-notification is accurate, and under penalty of perjury, that the materials removed were removed or disabled as a result of misidentification or wrongful allegation; • A statement that you will accept jurisdiction for disputes relating to this matter in either: (i) the Federal District Court in the district that you reside; or (ii) if you reside outside of the U.S.A., in the Southern District of New York. • Any supporting documentation to help establish the statements contained in your counter-notification.
The App may contain links to third party websites or resources. You acknowledge and agree that we are not responsible or liable for: (i) the availability or accuracy of such websites or resources; or (ii) the content, products, or services on or available from such websites or resources. Links to such websites or resources do not imply any endorsement by us of such websites or resources or the content, products, or services available from such websites or resources. You acknowledge sole responsibility for and assume all risk arising from your use of any such websites or resources.
You agree to indemnify and hold harmless Memester, its parents, subsidiaries, affiliates, officers, directors, employees, agents, and representatives and to defend and hold each of them harmless, from any and all claims, liabilities, losses, damages, costs, and other expenses (including attorneys' and expert witnesses' costs and rewards) arising from or relating to: (1) your use of and access to the App or the Service; (2) your violation of any laws or any infringement by you, or any third party using your account or Memester User ID, of any intellectual property, property, privacy, or other right of any person or entity; (3) any breach of any obligation in this Agreement by you; (4) any intentional misconduct or negligence by you in using the App or the Service; or (5) any claim that a user's User Contributed Content caused damage of any kind whatsoever to another user or to any other third party.
Governing Law; Venue. This Agreement is governed by the laws of the State of New York without reference to any conflict of laws principles that would require the application of the laws of any other jurisdiction. You irrevocably consent to the personal jurisdiction of the state and federal courts located in New York, New York, for any suit or action arising from or related to this Agreement, and waive any right you may have to object to the venue of such courts. You further agree that these courts will have exclusive jurisdiction over any such suit or action initiated by you against Memester.
If any dispute, controversy or claim arises between the parties under, out of, or in relation to this Agreement, including any dispute concerning the formation, construction, interpretation, or breach of this Agreement or a party's performance of its obligations hereunder (“Dispute”), the parties shall attempt in the first instance to resolve the Dispute through mutual good faith consultation. If the Dispute is not resolved in this manner within forty-five (45) days of a party's notice of a Dispute, then any party may serve a notice on the other party requiring the Dispute to be submitted to arbitration as follows: Any Dispute (excluding claims for injunctive or other equitable relief as set forth below) in connection with this Agreement where the total amount of the award sought is less than five thousand U.S. Dollars (US$ 5,000.00) may be resolved in a cost effective manner through binding non-appearance-based arbitration, at the option of the party seeking relief. Such arbitration shall be initiated through an established alternative dispute resolution provider (“ADR Provider”) that offers arbitration as set forth in this section and under the rules of such ADR Provider, except to the extent such rules are in conflict with this Agreement. The party demanding arbitration will propose an ADR Provider and the other party shall not unreasonably withhold consent to use such ADR Provider. The ADR Provider and the parties must comply with the following rules: a) the arbitration shall be conducted by telephone, online and/or be solely based on written submissions, the specific manner shall be chosen by the party initiating the arbitration; b) all arbitration proceedings shall be held in English; c) the arbitration shall not involve any personal appearance by the parties or witnesses unless otherwise mutually agreed by the parties; and d) any judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction. Each party shall bear its own costs (including attorney rewards) and disbursements arising out of the arbitration, and shall pay an equal share of the rewards and costs of the ADR Provider. Any other Dispute (including whether the claims asserted can be arbitrated) shall be referred to and finally determined by arbitration in accordance with the JAMS Commercial Arbitration Rules (the “Rules”) and shall be administered by the New York, NY office of JAMS (the “Administrator”). To the extent there is any conflict between the provisions set forth in this section and any procedural or other rules issued by the Administrator, this section will control. The location of the arbitration will be New York, NY, USA. The Dispute(s) shall be submitted to a single arbitrator (“Arbitrator”) chosen by the parties or selected by the parties from a list of potential arbitrators provided by the Administrator. The Administrator shall provide such list to the parties 10 days after request by either party. Should the parties be unable to agree on a choice of arbitrator within 10 days after receipt of the list from the Administrator, then the Administrator will select the Arbitrator. The arbitral proceedings, and all pleadings and written evidence will be in the English language. Any written evidence originally in a language other than English will be submitted in English translation accompanied by the original or true copy thereof. The English language version will control. Each party shall bear its own attorney's rewards, costs, and disbursements arising out of the arbitration, and shall pay an equal share of the rewards and costs of the Administrator and the Arbitrator; provided, however, the Arbitrator shall be authorized to determine whether a party is the prevailing party, and if so, to award to that prevailing party reimbursement for its reasonable attorneys' rewards, costs and disbursements (including, for example, expert witness rewards and expenses, photocopy charges, travel expenses, etc.), and/or the rewards and costs of the Administrator and the Arbitrator. The Arbitrator shall issue a written award and statement of decision describing the essential findings and conclusions on which the award is based, including the calculation of any damages awarded. The Arbitrator will not have authority to award damages in excess of any limitations set forth in this Agreement. Judgment on the award of the Arbitrators may be entered by any court of competent jurisdiction. The Arbitrator also shall be authorized to grant any temporary, preliminary or permanent equitable remedy or relief it deems just and equitable and within the scope of this Agreement, including, without limitation, an injunction or order for specific performance. The arbitration award shall be final and binding upon the parties without appeal or review except as permitted by New York law or United States Federal law. Notwithstanding the foregoing, Memester may proceed directly to any court of competent jurisdiction to seek protection or enforcement of its intellectual property rights and/or to seek injunctive relief or other equitable relief.
If any provision of this Agreement is determined to be invalid, illegal or unenforceable by any governmental entity, the remaining provisions of this Agreement shall remain in full force and effect provided that the essential terms and conditions of this Agreement for both parties remain valid, binding and enforceable. To the extent permitted by law, the parties hereby to the same extent waive any provision of law that renders any provision hereof prohibited or unenforceable in any respect.
This Agreement and your rights and obligations under this Agreement may not be assigned, delegated, or otherwise transferred, in whole or in part, by operation of law or otherwise, by you without Memester's express written consent. Any attempted assignment, delegation, or transfer in violation of the foregoing will be null and void. Memester may assign this Agreement or any of its rights under this Agreement to any third party without your consent.
Memester’s remedies for any breach of this Agreement by you will include damages, injunctive relief, specific performance, and restitution. You acknowledge that any breach of this Agreement by you would cause irreparable injury to Memester for which monetary damages would not be an adequate remedy and, therefore, Memester will be entitled to injunctive relief (including specific performance). The rights and remedies provided to each party in this Agreement are cumulative and in addition to any other rights and remedies available to such party at law or in equity.
Memester reserves the right at any time to modify or discontinue, temporarily or permanently, the App or the Service (or any part thereof) with or without notice. You agree that Memester shall not be liable to you or to any third party for any modification, suspension or discontinuance of the App or the Service.
In the event that you provide Memester with any feedback regarding the App or the Service, including without limitation, any flaws, errors, bugs, problems with and/or suggestions for the App or the Service (collectively, “Feedback”), you hereby assign to Memester all rights in the Feedback, including but not limited to, the right to use such Feedback and related information in any manner we deem appropriate.