Effective: December 25, 2015
If this Agreement is being entered into by a company or other legal entity, you represent that you have the authority to enter this Agreement to bind such entity and its affiliates to these terms and conditions as its authorized representative, in which case the terms “the Client”, “you” or “your” will refer to such entity and its affiliates as well as you. If the legal entity that you represent does not agree with these terms and conditions, you must not accept this Agreement, register, and use or access the Services as an authorized representative.
Unless otherwise defined in this Agreement, the following terms are defined as follows:
1.1 The “Service(s)” means:
i. Meemim’s information management platform, messaging, archiving and search services and related systems and technologies, as well as the website http://www.meemim.com (the “Site”).
ii. All software (including the Software, as defined below), applications, data, reports, text, images, and other content made available by or on behalf of Meemim through any of the foregoing. The “Service” does not include Content (as defined below) or any software application or service that is provided by you or a third party, which you use in connection with the Service, whether or not Meemim designates them as “official integrations” (each a “Non-Meemim Product”). Any modifications and new features added to the Service are also subject to this Agreement. Meemim reserves the right to modify or discontinue the Service (or any Service plan) or any feature or functionality thereof at any time without notice to you. All rights, title and interest in and to the Service and its components (including all intellectual property rights) will remain with and belong exclusively to Meemim.
1.2 “Admin” means the administrator responsible for overseeing the use of, and monitoring the Content posted to a Meemim.
1.3 “Content” means all articles, files, images, videos, and other content posted or otherwise provided to the Service by a user.
1.4 “Meemim” means the network for using the Services defined by an Organization’s email domain. For example, all users who sign up with a “yourdomain.com” email address would be part of the Yourdomain Meemim system. In addition, an Organization may invite users with different email domain names to their Meemim as “guest users” or as participants in external networks associated with that Meemim.
2.1 The Services enable Customers to communicate with other Customers and to share or store various types of Content, such as, comments, files, photos, documents and videos. Meemim does not claim ownership of the Content posted or otherwise provided on the Services, except for material that is licensed to the Customer that may be incorporated into the Customer’s Content. The Customer is responsible for the Content posted to the Services. Customers may delete their own Content from the Services, so long as the Customer is still a user of the Services. For additional information, please contact the Meemim to better understand Content rights.
2.3 In order to protect Customers and the Services, Meemim has established this code of conduct (“Code of Conduct”) governing the use of the Services. Content or actions that violate the Code of Conduct or this Agreement are not permitted.
3. Access to the Service
The Customer may access and use the Service only for lawful, authorized purposes and you shall not misuse the Service in any manner (as determined by Meemim in its sole discretion). Admins shall be responsible for all actions by Members on their team. You shall comply with any codes of conduct, policies, storage limitations, or other notices Meemim provides you or publishes in connection with the Service from time to time, but if any of those policies materially change the Agreement, we will provide you with reasonable notice. You shall promptly notify Meemim if you learn of a security breach related to the Service.
The Customer agrees not to:
3.1 Use any robot, spider, other automatic device or manual process to monitor or copy web pages or the Content contained in the Service or for any other unauthorized purpose without Meemim’s prior expressed written permission.
3.2 Use any device, software or routine to interfere or attempt to interfere with the proper working of the Service and the Meemim website.
3.3 Take any action that imposes an unreasonable or disproportionately large load on Meemim’s hardware and software infrastructure.
Meemim does not accept unsolicited materials or ideas for use or publication in its programming or in other digital, electronic or print media except in connection with the forums, bulletin boards and chat rooms on the Service. Meemim and Partners shall not be responsible for the similarity of any of its content or programming in any media or materials or ideas transmitted to the Service.
Meemim reserves the right to use your name as a reference for marketing or promotional purposes on the Site and in other communication with existing or potential Meemim customers. For example, we might list your company on one of our webpages under lists of Meemim customers. We don’t want to list customers who don’t want to be listed, so you may send an email to firstname.lastname@example.org stating that you do not wish to be used as a reference.
4. Services Termination
4.1 This Agreement will continue in full effect unless and until your account or this Agreement is terminated as described herein. Service plans that are paid monthly will automatically renew for additional months, and Service plans that are paid annually will automatically renew for additional years. You have the right to deactivate your account at any time by using the account deactivation interface provided by Meemim or by contacting Meemim at email@example.com. Only Admins have the ability to deactivate and delete accounts.
4.2 Notifications to cancel the subscription must be made prior the beginning of the new subscription period. In the event that Meemim is unable to charge your chosen payment method in accordance with this Agreement, we may terminate this Agreement and access to the Services immediately, without notice. If you stop using the Services, Meemim has fulfilled your subscription term. Fees for the Services are not eligible for any proration of unused subscriptions or refunds, even if access to the Services is cancelled or terminated. All accrued rights to payment shall survive termination of this Agreement.
4.3 If a Customer violates this Agreement, doesn’t meet the qualifications, or Meemim suspects fraud, there are a range of actions Meemim may take including removing Content from the Services, suspending or cancelling a Customer’s access to the Services, or referring such activity to appropriate authorities. Content that is deleted may be irretrievable.
4.4 Meemim may terminate the Services at any time for any reason.
4.5 Meemim may modify or remove a Customer’s access at any time for any reason.
4.7 If Services are canceled or terminated, the right to use the Services stops immediately and the Customer’s license to use the software related to the Services ends. Access to all posted Content may be terminated, but the Content may remain in the Services for as long as Meemim remain active. Meemim is under no obligation to notify a Customer or return Content to a Customer.
For Services offered on a payment or subscription basis, the following terms apply if you are the Customer paying for the Services, unless Meemim or its third party affiliate notifies you otherwise in writing. This Agreement also incorporates by reference and includes program ordering and payment terms provided to you on the website for the Services:
5.1 Payments will be billed to you in US dollars, and your account will be debited when you subscribe and provide your payment information, unless stated otherwise in the program
ordering or payment terms on the website for the Services.
5.2 You must pay with one of the following:
i. A valid credit card acceptable to Meemim.
ii. A valid debit card acceptable to Meemim.
iii. Sufficient funds in a checking or savings account to cover an electronic debit of the payment due. or
iv. By another payment option Meemim provides to you in writing.
5.3 If your payment and registration information is not accurate, current, and complete and you do not notify us promptly when such information changes, we may suspend or terminate your account and refuse your use of the Services.
5.4 If you do not notify us of updates to your payment method (e.g., credit card expiration date), to avoid interruption of your service, we may participate in programs supported by your card provider (e.g., updater services, recurring billing programs, etc.) to try to update your payment information, and you authorize us to continue billing your account with the updated information that we obtain.
5.5 Meemim will automatically renew your monthly, quarterly or annual Services at the then-current rates, unless the Services are cancelled or terminated under this Agreement.
5.6 Additional cancellation or renewal terms may be provided to you on the website for the Services.
5.7 If you dispute any charges you must let Meemim know within sixty (60) days after the date that Meemim invoices you. All amounts paid are non-refundable and we reserve the right to change our prices in the future. If we increase our prices for your Meemim plan, we will provide notice of the change on the Site and in email to you at least 30 days before the change is to take effect. Your continued use of the Meemim after the price change goes into effect constitutes your agreement to pay the changed amount. Meemim may choose to bill you through an invoice, in which case, full payment for invoices issued must be received by the date specified in the invoice. Past due fees are subject to a finance charge of 1.5% per month on any outstanding balance, or the maximum permitted by law, whichever is lower, plus all expenses of collection.
7. Services Disruptions and Backup
Meemim strives to keep the Services up and running; however, all online services suffer occasional disruptions and outages. Meemim is not liable for any disruption or loss suffered as a result.
8. Software and Related Services
8.1 Unless accompanied by a separate license agreement, any software provided by Meemim as part of the Services is subject to the terms of this Agreement. The software is licensed, not sold, and Meemim reserves all rights to the software not expressly granted by Meemim, whether by implication, estoppel or otherwise. For example, if this Agreement governs the website being viewed, any third party scripts or code, linked to or referenced from this website, are licensed to the Customer by the third parties that own such code, not by Meemim.
8.2 In addition to the other restrictions in this Agreement, a Customer may not:
i. Circumvent or bypass any technological protection measures in or relating to the software or Services or disassemble, decompile, or reverse engineer any software or other aspect of the Services that is included in or accessible through the Services, except and only to the extent that the applicable copyright law expressly permits doing so.
ii. Separate components of the software or Services for use on different devices.
iii. Publish, copy, rent, lease, or lend the software or the Services.
iv. Transfer the software, any software licenses, or any rights to access or use the Services. Services cannot be used in any unauthorized way that could interfere with anyone else’s use of them or gain access to any service, data, Account or network. Access to the Services by unauthorized third-party applications is strictly forbidden.
8.3 Meemim may automatically check a Customer’s version of the software. Meemim may also automatically download updates to the software from time to time. The Customer agrees to accept such updates subject to these terms unless other terms accompany the updates. If so, those other terms apply. Meemim isn’t obligated to make any updates available and doesn’t guarantee that Meemim will support the version of the system for which the software has been licensed.
9. Class Action Waiver
Any proceedings to resolve or litigate any dispute in any forum will be conducted solely on an individual basis. Neither Customers nor Meemim will seek to have any dispute heard as a class action, private attorney general action, or in any other proceeding in which either party acts or proposes to act in a representative capacity. No arbitration or other proceeding will be combined with another without the prior written consent of all parties to all affected arbitration or proceedings.
10. Limitation of Liability
If Meemim breaches this Agreement, the Customer agrees that the Customer’s exclusive remedy is to recover, from Meemim or any affiliates, resellers, distributors, and vendors, direct damages up to USD$10.00. The Customer cannot recover any other damages OR LOSSES, including, WITHOUT LIMITATION, DIRECT, consequential, lost profits, special, indirect, incidental, or punitive. These limitations and exclusions apply if this remedy doesn’t fully compensate the Customer for any losses or fails of its essential purpose or if Meemim knew or should have known about the possibility of the damages. To the maximum extent permitted by law, these limitations and exclusions apply to anything related to this Agreement such as loss of Content; any virus affecting use of the Services; delays or failures in starting or completing transmissions or transactions; claims for breach of contract, warranty, guarantee, or condition; strict liability, negligence, misrepresentation, omission, trespass, or other tort; violation of statute or regulation; or unjust enrichment. Some or all of these limitations or exclusions may not apply to the Customer if the Customer’s state, province, or country doesn’t allow the exclusion or limitation of incidental, consequential, or other damages.
11. Third-Party Websites, Non-Meemim Products and Third-Party Software Components
11.1 Third-Party websites. Third-party websites or services via the Services may be available to a Customer. Meemim isn’t responsible for third-party websites, services, or material available through those third-party services. The Customer is solely responsible for dealings with third parties (including advertisers). Use of third-party websites or services may be subject to that third party’s terms and conditions.
11.2 Non-Meemim Products. Meemim may make non-Meemim products or services (“Non-Meemim Product”) available via the Services. If the Customer installs or uses any Non-Meemim Product with the Services, the Customer may not do so in any way that would subject Meemim’s intellectual property or technology to obligations beyond those expressly included in this Agreement. Meemim assumes no responsibility or liability whatsoever for the Non-Meemim Product. The Customer is solely responsible for any Non-Meemim Product that is installed or used with the Services.
11.3 Third-party Software Components. The software provided by Meemim as part of the Services may contain third party software components. Unless otherwise disclosed in that software, Meemim, not the third party, licenses these components to the Customer under Meemim’s license terms and notices.
12. MEEMIM, AND OUR AFFILIATES, RESELLERS, DISTRIBUTORS, AND VENDORS, MAKE NO WARRANTIES, EXPRESS OR IMPLIED, GUARANTEES OR CONDITIONS WITH RESPECT TO USE OF THE SERVICES. USE OF THE SERVICES IS AT A CUSTOMER’S OWN RISK AND THAT MEEMIM PROVIDES THE SERVICES ON AN “AS IS” BASIS “WITH ALL FAULTS” AND “AS AVAILABLE.” MEEMIM DOESN’T GUARANTEE THE ACCURACY OR TIMELINESS OF INFORMATION AVAILABLE FROM THE SERVICES. To the extent permitted under a Customer’s local law, Meemim excludes any implied warranties, including for merchantability, satisfactory quality, fitness for a particular purpose, workmanlike effort, and non-infringement. You may have certain rights under your local law. Nothing in this Agreement is intended to affect those rights, if they are applicable.
THE CUSTOMER ACKNOWLEDGEs THAT computer and telecommunications systems are not fault-free and occasional periods of downtime occur. Meemim does not guarantee the services will be uninterrupted, timely, secure, or error-free or that CONTENT loss won’t occur.
All sections of this Agreement that by their terms apply after it ends will survive any termination or cancellation of this Agreement.
14. Assignment and Transfer
Meemim may assign this Agreement, in whole or in part, at any time without notice to the Customer. The Customer may not assign this Agreement or transfer any rights to use the Services.
15. Consent to Electronic Notices Provided by Meemim About the Services
The Customer consents for Meemim to provide notifications about the Services or information the law requires Meemim to provide via email to the email address specified when the Customer signed up for the Services. Notices emailed to the Customer will be deemed given and received when the email is sent. If the Customer does not consent to receiving notices electronically, the Customer must stop using the Services.
16. No Third-Party Beneficiaries
This Agreement is solely for the Customer’s and Meemim’s benefit. It isn’t for the benefit of any other person, except for Meemim’s successors and assigns.
17. Waiver of Non-Competition Provision
The Customer shall defend, indemnify, and hold harmless Meemim from and against any claims, actions or demands, including without limitation reasonable legal and accounting fees, arising or resulting from your breach of this Agreement, any of your Content, or your (and your Members’) use or misuse of the Services. Meemim shall provide notice to you of any such claim, suit or demand. Meemim reserves the right to conduct the exclusive defense and control of any matter that is subject to indemnification under this section. In such case, you agree to cooperate with any reasonable requests assisting Meemim’s defense of such matters.
The Customer understands and agrees that Meemim is not obligated to provide the Customer any support concerning the use of the Services. However, if a Customer has a question about the Services, the Customer is encouraged to post a question on the Meemim Community Public Forum.
20. Governing Law
The Province of Ontario and the federal laws of Canada govern this Agreement without regard to its conflicts of laws provisions. You agree to the exclusive jurisdiction of the Province of Ontario. Meemim does not represent that the Services are appropriate or available for use in all countries. You are accessing the Services on your own initiative and you are responsible for compliance with all applicable laws.
21. Copyright and Trademark Notices
All portions of the Services are Copyright © 2016 Meemim Inc. and/or its suppliers. All rights reserved.
All other trademarks are the property of their respective owners.
Meemim may change or amend these terms. Customers will be notified of changes and amendments via an email message. If the Services are used after the date the change becomes effective, it will be interpreted that the Customer has consented to the changed terms. If the Customer does not agree to the changes, then the Customer must stop using the Services.