TERMS OF USE

1. Your Acceptance of Terms

The following Terms of Use (“TOU”) are between you and MeMeMe and constitute a legal agreement that governs your use of the [MeMeMe Mobile] service and website (collectively referred to as the “Service”). You must agree to these TOU before you can use the Service. You can agree to these TOU by: a) actually using the Service, or b) agreeing to the [MeMeMe Mobile] Software Development Kit License Agreement (the “SDK License”), of which these TOU are made a part. If you do not agree to any of the following terms, please do not use the Service. You should print or otherwise save a copy of these TOU for your records. "MeMeMe" as used herein means MeMeMe Inc., a California corporation, with principal place of business at 4000 Legato Road, Suite 1100, Fairfax, VA 22033.

Legal Authority

To use and/or register for the Service you must be: a) of legal age to form a binding contract with MeMeMe, and b) cannot be a person barred from receiving the Service under the laws of the United States or other applicable jurisdiction, including the country in which you reside or from where you use the Service. By accepting these TOU you represent that you understand and agree to the foregoing.

Changes to this Agreement

MeMeMe may update or change these TOU from time to time and recommends that you review the TOU on a regular basis. You understand and agree that your continued use of the Service after the TOU has changed constitutes your acceptance of the TOU as revised.

2. Description of the Service

The Service

MeMeMe has built a complete, high-performance cloud-based speech recognition service, hosting the speech recognition system and speaker profiles centrally in the cloud, with plug-in integration to any mobile, telephony, or transcription application. The Service provides a speech-powered interface to activate and send information to mobile and computing devices to carry out their specific tasks and functions. This includes, by way of example:

  • Opening a web browser and performing a web search
  • Opening applications and performing searches or other actions within such applications
  • Composing a social-networking status message
  • Other applications that we may choose to add from time to time

[Use of the Service in a commercial application, program or context requires payment of a fee to MeMeMe.  Please contact use here to obtain a license to use the Service in a commercial application, program or context.  Once you obtain a license, you will be issued an application identifier that enables an Authorized Application to access and use the Services on a nonexclusive basis ("Login ID"). You are solely and entirely responsible for all uses of the Service occurring under your Login ID.]

Agreement to Recording by the Service

You acknowledge and agree that any content or information you or any of your customers or users may provide via mobile telephone or other input device in connection with your and their use of the Service may be recorded and retained on MeMeMe’s computers and servers, and further agree that MeMeMe may use such recorded content (i) to facilitate your and your customers’ or users’ use of the Service with your applications, programs and websites; (ii) to use such content in connection with your and your customers’ or users’ use of the Service in connection with applications, programs and websites of third parties; and (iii) for MeMeMe’s testing, analytical and internal business purposes.  MeMeMe makes no guarantees that recordings will be available for any given time, and they may be deleted without notice.

Changing the Service

MeMeMe reserves the right to modify, suspend or stop the Service (or any part thereof), either temporarily or permanently, at any time or from time to time, with or without prior notice to you, subject only to the terms of any then effective license agreement between you and MeMeMe relating to the Service. Without limiting the foregoing, MeMeMe may provide notice of any such changes to the Service by posting them on its websites and/or via the Service. You agree that MeMeMe shall not be liable to you or any third party for any modification or cessation of the Service. You acknowledge that MeMeMe has no express or implied obligation to provide, or continue to provide, the Service, or any part thereof, now or in the future.  In addition, MeMeMe may at any time, upon prior notice as required by applicable law, change the then current charges or fees for the Service or require payment of fees for previously free features.

Monitoring the Service

You agree that MeMeMe has the right, but not the obligation, to monitor use of the Services by you and your customers and users at any time.

Feedback

As part of using the Service, MeMeMe will provide you with the opportunity to submit comments, suggestions, or other feedback regarding your use of the Service. You agree that in the absence of a separate written agreement to the contrary, MeMeMe will be free to use any feedback you provide for any purpose.

Limitations on Use

MeMeMe may impose certain limitations on the use of the Service. You agree to use the Service only for purposes as permitted by these TOU and any applicable law, regulation, or generally accepted practice in the applicable jurisdiction. MeMeMe reserves the right to modify or impose any limitations on the use of the Service at any time, with or without notice to you.

No Resale of Service

You agree that you will not reproduce, copy, duplicate, sell, resell, rent or trade the Service (or any part thereof) for any purpose.

Authorized Access

You will permit MeMeMe and its authorized affiliates and agents reasonable access to your applications for purposes of monitoring compliance with this TOU and the SDK License. If an application of yours can only be accessed through accounts that are not generally made available to the public, on request you will provide us with at least one free account in order to facilitate our ability to access such application.

3. MeMeMe Privacy Policy

You understand that by using the Service, you consent and agree to the collection and use of certain information about you and your use of the Service in accordance with MeMeMe’s Privacy Policy. Information collected when you use the Service may include technical or diagnostic information related to your use that may be used by MeMeMe to maintain, improve and enhance the Service. For more information please read our full privacy policy at [http://www.memememobile.com/privacy policy/]. If you are accessing the Service from outside of the United States, you further understand and agree that this information may be transferred to the United States and/or other countries for storage, processing and use by MeMeMe and/or its affiliates.

4. Trademark Information

MeMeMe, the MeMeMe logo, and other MeMeMe trademarks, service marks, graphics, and logos used in connection with the Service are trademarks or registered trademarks of MeMeMe Inc. in the US and/or other countries. Other trademarks, service marks, graphics, and logos used in connection with the Service may be the trademarks of their respective owners. You are granted no right or license in any of the aforesaid trademarks, and further agree that you shall not remove, obscure, or alter any proprietary notices (including trademark and copyright notices) that may be affixed to or contained within the Service.

5. Software

MeMeMe’s Proprietary Rights

You acknowledge and agree that MeMeMe and/or its licensors own all legal right, title and interest in and to the Service, and any software provided by MeMeMe to you as a part of and/or in connection with the Service (the “Software”), including any and all intellectual property rights that exist therein, whether registered or not, and wherever in the world they may exist. You further agree that the Service (including the Software or any other part thereof) contains proprietary and confidential information that is protected by applicable patent, intellectual property and other laws.

Export Control

Use of the Service and Software, including transferring, posting, or uploading data, software or other content via the Service, may be subject to the export and import laws of the United States and other countries. You agree to comply with all applicable export and import laws and regulations. In particular, but without limitation, the Software may not be exported or re-exported (a) into any U.S. embargoed countries or (b) to anyone on the U.S. Treasury Department’s list of Specially Designated Nationals or the U.S. Department of Commerce Denied Person’s List or Entity List. By using the Software or Service, you represent and warrant that you are not located in any such country or on any such list. You also agree that you will not use the Software or Service for any purposes prohibited by United States law, including, without limitation, the development, design, manufacture or production of missiles, nuclear, chemical or biological weapons. This assurance and commitment shall survive termination of this TOU.

Software Updates

As part of the Service, you may from time to time receive updates to the Software from MeMeMe which may be automatically downloaded and installed to your device. These updates may include bug fixes, feature enhancements or improvements, or entirely new versions of the Software. You agree that MeMeMe may automatically deliver such updates to you as part of the Service and you shall receive and install them as required.

6. Termination

Termination by You

You may terminate your account and/or stop using the Service at any time.

Termination by MeMeMe

This TOU may be terminated immediately for any reason and without notice by MeMeMe.  Additionally, MeMeMe may at any time, under certain circumstances and without prior notice, immediately terminate or suspend all or a portion of your account and/or access to the Service. Cause for such termination shall include, but not be limited to: (a) violations of the TOU, the SDK License or any other policies or guidelines that are referenced herein and/or posted on the Service; (b) a request by you to cancel or terminate your account; (c) discontinuance or material modification to the Service or any part thereof; (d) a request and/or order from law enforcement, a judicial body, or other government agency; (e) where provision of the Service to you or your customers or users is or may become unlawful; (f) unexpected technical or security issues or problems; or (g) your participation in fraudulent or illegal activities.  Any such termination or suspension shall be made by MeMeMe in its sole discretion, and MeMeMe will not be responsible to you or any third party for any damages that may result or arise out of such termination or suspension of your account and/or access to the Service.

Effects of Termination

If this TOU terminates, all rights granted to you by this TOU will automatically terminate and you will cease to have any rights to use the Services or the SDK.

7. Links and Third Party Materials

Certain components or features of the Service may link to materials from third parties and/or hyperlinks to other web sites, resources or content. Because MeMeMe may have no control over such third party sites and/or materials, you acknowledge and agree that MeMeMe is not responsible for the availability of such sites or resources, and does not endorse or warrant the accuracy of any such sites or resources, and shall in no way be liable or responsible for any content, advertising, products or materials on or available from such sites or resources. You further acknowledge and agree that MeMeMe shall not be responsible or liable in any way for any damages you incur or allege to have incurred, either directly or indirectly, as a result of your use and/or reliance upon any such third party sites, content, advertising, products or materials on or available from such sites or resources.

8. Disclaimer of Warranties

SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES, AS SUCH, TO THE EXTENT SUCH EXCLUSIONS ARE SPECIFICALLY PROHIBITED BY APPLICABLE LAW, SOME OF THE EXCLUSIONS SET FORTH BELOW MAY NOT APPLY TO YOU.
YOU EXPRESSLY UNDERSTAND AND AGREE THAT YOUR USE OF THE SERVICE IS AT YOUR SOLE RISK AND THE SERVICE IS PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS “WITH ALL FAULTS.” MEMEME AND ITS AFFILIATES, SUBSIDIARIES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, PARTNERS AND LICENSORS EXPRESSLY DISCLAIM ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. IN PARTICULAR, MEMEME AND ITS AFFILIATES, SUBSIDIARIES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, PARTNERS AND LICENSORS MAKE NO WARRANTY THAT (I) THE SERVICE WILL MEET YOUR REQUIREMENTS; (II) YOUR USE OF THE SERVICE WILL BE TIMELY, UNINTERRUPTED, SECURE OR ERROR-FREE; (III) ANY INFORMATION OBTAINED BY YOU AS A RESULT OF THE SERVICE WILL BE ACCURATE OR RELIABLE; AND (IV) ANY DEFECTS OR ERRORS IN THE SOFTWARE PROVIDED TO YOU AS PART OF THE SERVICE WILL BE CORRECTED.
ANY MATERIAL TRANSMITTED, STORED, ACCESSED OR OTHERWISE MAINTAINED THROUGH THE USE OF THE SERVICE IS DONE SO AT YOUR OWN DISCRETION AND RISK, AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR DEVICE OR LOSS OR CORRUPTION OF DATA THAT RESULTS FROM ANY SUCH USE OF THE SERVICE. YOU FURTHER ACKNOWLEDGE THAT THE SERVICE IS NOT INTENDED OR SUITABLE FOR USE IN SITUATIONS OR ENVIRONMENTS WHERE THE FAILURE OR TIME DELAYS OF, OR ERRORS OR INACCURACIES IN, THE CONTENT, DATA OR INFORMATION PROVIDED BY THE SERVICE COULD LEAD TO DEATH, PERSONAL INJURY, OR SEVERE PHYSICAL OR ENVIRONMENTAL DAMAGE. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM MEMEME OR THROUGH OR FROM THE SERVICE SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THE TOU.

9. Limitation of Liability

SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, AS SUCH, TO THE EXTENT SUCH EXCLUSIONS OR LIMITATIONS ARE SPECIFICALLY PROHIBITED BY APPLICABLE LAW, SOME OF THE EXCLUSIONS OR LIMITATIONS SET FORTH BELOW MAY NOT APPLY TO YOU.
YOU EXPRESSLY UNDERSTAND AND AGREE THAT MEMEME AND ITS AFFILIATES, SUBSIDIARIES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, PARTNERS AND LICENSORS SHALL NOT BE LIABLE TO YOU FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA, COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, OR OTHER INTANGIBLE LOSSES (EVEN IF MEMEME HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), RESULTING FROM: (I) THE USE OR INABILITY TO USE THE SERVICE; (II) ANY CHANGES MADE TO THE SERVICE OR ANY TEMPORARY OR PERMANENT CESSATION OF THE SERVICE OR ANY PART THEREOF; (III) THE UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA; (IV) THE DELETION OF, CORRUPTION OF, OR FAILURE TO STORE AND/OR SEND OR RECEIVE YOUR TRANSMISSIONS OR DATA ON OR THROUGH THE SERVICE; (V) STATEMENTS OR CONDUCT OF ANY THIRD PARTY ON THE SERVICE; AND (VI) ANY OTHER MATTER RELATING TO THE SERVICE.

10. Indemnity

You agree to defend, indemnify and hold MeMeMe, its affiliates, subsidiaries, directors, officers, employees, agents, partners and licensors harmless from any claim or demand, including reasonable attorneys’ fees, made by a third party, relating to or arising from: (a) any Content you submit, post, transmit, or otherwise make available through the Service; (b) your use of the Service; (c) any violation by you of these TOU or the SDK License; or (d) your violation of any rights of another. This obligation shall survive the termination or expiration of this TOU and/or your use of the Service.

11. Notices

MeMeMe may provide you with notices regarding the Service, including changes to these TOU, by email, regular mail, or by postings on its website and/or the Service.

12. Governing Law

Any litigation or other dispute resolution between you and MeMeMe arising out of or relating to these TOU or your use of the Service will take place in the Eastern District of Virginia, and you and MeMeMe hereby consent to the personal jurisdiction of and exclusive venue in the state and federal courts within that District with respect to any such litigation or dispute resolution. This Agreement will be governed by and construed in accordance with the laws of the United States and the Commonwealth of Virginia, without reference to its conflicts of law provisions. This Agreement shall not be governed by the United Nations Convention on Contracts for the International Sale of Goods, the application of which is expressly excluded.

13. Assignment.

We may assign this TOU, in whole or in part, at any time with or without notice to you. You may not assign this TOU, or any part of it, to any other person without our prior written consent, which will not be unreasonably withheld. Any attempt by you to do so is void. You may not transfer to anyone else, either temporarily or permanently, any rights to use the Services or any part of the SDK.

14. No Third-Party Beneficiaries.

This contract is solely for your and our benefit. It is not for the benefit of any other person, except for permitted successors and assigns under this contract.

15. General

This TOU and the SDK License constitute the entire agreement between you and MeMeMe and govern your use of the Service and the SDK. You may also be subject to additional terms and conditions that may apply when you use affiliate services, third-party content, or third-party software. If any part of this TOU is held invalid or unenforceable, that portion shall be construed in a manner consistent with applicable law to reflect, as nearly as possible, the original intentions of the parties, and the remaining portions shall remain in full force and effect. The failure of MeMeMe to exercise or enforce any right or provision of this TOU shall not constitute a waiver of such right or provision. You agree that, except as otherwise expressly provided in these TOU, there shall be no third-party beneficiaries to this agreement. You agree that any claim or cause of action arising out of or related to this TOU or the use of the Service must be filed within one (1) year after the cause of action arose or be forever barred.