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(Last Updated: 27 September 2023)

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The PRO App is made available to you for business use only, unless agreed by Memory Lane Games Limited in writing. You may not download, use or access the PRO App for use outside that of your organisation without our express prior written consent. Doing so will constitute a breach of these terms and in such a circumstance we reserve the right to cease to make the PRO App available to you.

These Terms of Use, together with any Contractual Agreement in place and the documents referenced herein (collectively the “Terms”), apply to Memory Lane Games Limited’s (“MLG,” “we,” “us,” or “our”) software application and the content, features, software, related technology and services therein (the “PRO App”). MLG permits you to use the PRO App subject to these Terms and any applicable rules applied by Apple Inc. (“App Store Rules”) and Google Inc. (“Play Store Rules”) with respect to the use of their App Store and Play Store, respectively (the “App Stores”). You (“you” or “your”, the App user) may, and hereby agree to, only utilise the PRO App in accordance with these Terms.

1. IMPORTANT NOTICES:   

1. Please read these Terms carefully before downloading, installing or using the PRO App. By downloading, installing, accessing, browsing or using the PRO App, you accept and agree to these Terms which bind you legally. The Terms are entered into for the benefit of MLG and MLG may enforce them against you. If you do not agree to these Terms you are not permitted to use the PRO App and you must immediately cease downloading, installing or using the PRO App.

2. The PRO App may allow certain users to select, upload, store and share content, including but not limited to photos and videos, or any other material, text, slides, negatives and information or other data through the PRO App (“Submitted Content”). Although the PRO App may be downloaded and installed free of charge through the App Stores, access to the PRO App content can only be gained via agreement directly with MLG. 

3. If you experience any technical issues with the PRO App, or you would like to contact us regarding these Terms, you may contact MLG by sending an email to [email protected].

4. In order to use the PRO App, you must have a compatible device. MLG does not guarantee that the PRO App, or any portion thereof, will function on any devices. Any compatible device to which you download the PRO App will be known as a “Device” for the purposes of these Terms. You confirm that you either own the applicable Device or if not owned by you, you have obtained permission to install and use the PRO App on such Device. You accept responsibility for any use of the PRO App on or in relation to such Device, whether or not such Device is owned by you or such use was made by you.

5. By downloading, accessing or using the PRO App you agree to protect usernames, passwords and any other personal information used within the business. 

6. Users must not share any personal information, usernames, passwords or discount codes with any third parties. 

7. Users must not log into the PRO App using credentials other than their own, and must log out of sessions within the PRO App when not being used.

8. Users must understand they have a legal responsibility to protect personal and sensitive information. MLG assumes no responsibility for permission given to upload Personal Identifiable Information (PII) before it reaches MLG. By submitting PII you agree that individuals shown in the content have consented to being shown. 

2. ACKNOWLEDGEMENTS

1. These Terms apply to the PRO App, including any updates or supplements thereto. MLG may change or revise these Terms from time to time in its sole discretion, with or without notice to you. You are bound by any such revisions and should therefore periodically visit this page to review the current terms and conditions. Your access and use of the PRO App will be subject to the most current version of the Terms. Your use of the PRO App after such revised Terms are made available will signify your acceptance of such revised Terms and your agreement to be bound by them. If you do not accept the modifications, please stop accessing and using the PRO App.

2. From time to time, updates to the PRO App may be made available through the App Store and Play Store. Depending on the update, and whether you utilised the App Store or Play Store to download and access the PRO App, you may not be able to use the PRO App until you have installed the latest version thereof.

3. You confirm that you have permission to use the PRO App on behalf of the business or organisation that you represent. 

3. PRIVACY

Your submission of information or data, including personal information, through or in connection with the PRO App (if any) is governed by the terms of our privacy policy as updated from time to time, available at https://www.memorylanegames.com/privacy-policy-gdpr (“Privacy Policy”).

4. LICENCE

Subject to these Terms, the Privacy Policy and the App Store Rules and Play Store Rules (as applicable), we grant to you a non-exclusive, non-transferable, non-sublicensable, limited, revocable licence to download and use the PRO App on the Devices at the locations agreed with MLG. Any other use of the PRO App is strictly prohibited. We reserve all rights in and to the PRO App. MLG reserves the right to revoke this licence at any time, in its sole and absolute discretion.

6. LICENCE RESTRICTIONS

Except as expressly permitted under these Terms, and unless prohibited by applicable law, you agree to use the PRO App solely to enhance your care services or activity provision and you agree not to:

• copy, reproduce, republish, reuse, upload, post, transmit or distribute any content presented in or provided by the PRO App, including any text, images, audio and video, except as provided for in the PRO App;

• rent, lease, sub-license, loan, distribute, pledge, share or translate the PRO App in any way;

• sell, licence (or sub-licence), lease, assign, transfer, pledge, or share any of your rights and obligations under the Terms with/to any third party;

• distribute or share usernames, passwords, discount or access codes and any other unique information used to access the PRO App outside of your organisation;

• make alterations to, or modifications of, the whole or any part of the PRO App, or permit the PRO App or any part of them to be combined with, or become incorporated in, any other programs;

• disassemble, decompile, reverse-engineer or create derivative works based on the whole or any part of the PRO App;

• sell, resell, or exploit the PRO App in whole or in part (including object and source code), in any form to any person without prior written consent from us;

• remove any copyright, trademark or other proprietary rights notices contained in or on the PRO App; 

• make use of the PRO App or distribute any part thereof in any jurisdiction where same are illegal or which would subject MLG or any of its affiliates to any registration requirement within such jurisdiction or country;

• use the PRO App in any manner which disrupts the operation of “MLG’s” business, or use it to endorse any other business or service unless we have separately agreed to your doing so.

7. ADDITIONAL RESTRICTIONS

You agree:

• not to use the PRO App in any unlawful manner, for any unlawful or criminal purpose, or in any manner inconsistent with these Terms, or act fraudulently or maliciously, for example, by hacking into or inserting malicious code, including viruses, or harmful data, into the PRO App;

• not to encourage, promote, facilitate or instruct others to use the PRO App for any illegal, harmful or offensive use;

• not to use the PRO App to record, create, transmit, distribute or send or facilitate the sending of any information or content that is inappropriate, inaccurate, misleading, pornographic, fraudulent, libellous, defamatory, threatening, abusive, offensive, obscene, indecent, discriminatory or is otherwise objectionable or illegal or infringes on third party rights; or information or content which infringes Intellectual Property Rights (as defined below) of third parties or their right to privacy;

• not to use the PRO App in a way that could damage, disable, overburden, impair or compromise our systems or security or interfere with other users, or restrict or inhibit any other users from using the PRO App (including by hacking or defacing the PRO App); and

• not to collect or harvest any information or data from the PRO App or our systems or attempt to decipher any transmissions to or from the servers running the PRO App, including, without limitation, by using any robot, spider, site search/retrieval application or other manual or automatic device to retrieve, index, “scrape,” “data mine” or in any way gather the PRO App content or reproduce or circumvent the navigational structure or presentation of the PRO App without our prior written consent.

8. INTELLECTUAL PROPERTY RIGHTS

1. You acknowledge that (i) all Intellectual Property Rights (other than Submitted Content), in and to the PRO App (“MLG IPR”) belongs to MLG or its licensors, (ii) the rights granted herein are licensed (not sold) to you, and (iii) you have no rights in, or to, the PRO App or their content other than the right to use the PRO App in accordance with these Terms. In the event that by operation of law any of the MLG IPR is not owned in its entirety by MLG automatically upon its creation, you hereby irrevocably assign, transfer, and convey to MLG the ownership of such MLG IPR, including all right, title, and interest in connection therewith, free of any charge. You agree to assist MLG, at MLG’s expense, to obtain for MLG and enforce any Intellectual Property Rights for MLG IPR worldwide. You will execute any documents that MLG may reasonably request for use in obtaining or enforcing such MLG IPR and other legal protections.

2. We appreciate hearing from our users and welcome your comments and feedback regarding the PRO App. By electing to share information or feedback with MLG through the PRO App’ “Contacting Us” function, you agree and acknowledge that (i) all information supplied by you is either original to you, or you have the right to share it with MLG, (ii) MLG may utilise the information you supply, in whole or in part, in any manner in connection with the PRO App, (iii) any modifications or improvements made to the PRO App or MLG’s products or services as a result of your feedback are owned and controlled solely by MLG, (iv) you have no right, title or interest in or to the PRO App as a result of sharing your feedback. Do not submit any confidential, proprietary or personal information through the “Contacting Us” function.

3. Nothing contained in the PRO App should be construed as granting, by implication, estoppel, or otherwise, any licence or right to use any MLG IPR on the PRO App without the written permission of MLG. Your use of the MLG IPR displayed in the PRO App, or any other content in the PRO App, except as provided herein, is strictly prohibited. You acknowledge that you have no right to have access to the PRO App in source code form.

4. For the purposes of these Terms of Use, “Intellectual Property Rights” means worldwide (a) rights associated with works of authorship, designs and photography, including copyrights; (b) trademarks, service marks, domain names, logos, trade names, trade dress and goodwill rights whether or not registered; (c) patents, patent applications and industrial designs; (d) rights analogous to those set forth herein and any other proprietary rights relating to intangible property; and (e) divisions, continuations, renewals, reissues and extensions of the foregoing (as applicable) now existing or hereafter filed, issued, or acquired.

9. SUBMITTED CONTENT

1. You shall have sole responsibility and liability for any Submitted Content (including photos provided by you for the purpose of creating personalised games), and which shall remain your property. You acknowledge that whilst MLG has no obligation to monitor the access to or use of the PRO App by any user or to review, disable access to, or edit any Submitted Content and shall not be liable for all or any parts of the Submitted Content, MLG has the right to review, monitor, remove or edit any Submitted Content at its sole discretion, without notice to you in order to (amongst others):

   • operate, secure and improve the PRO App (including without limitation for fraud prevention, risk assessment, investigation and customer support purposes);

   • ensure user compliance with the Terms;

   • comply with any applicable laws or the order or requirement of a court, law enforcement or other administrative agency or governmental body; 

   • respond to Submitted Content that it determines is harmful, abusive, disruptive, offensive, objectionable or threatens the safety of other users of the PRO App or any other person; and

   • you agree to cooperate with and assist MLG in good faith, and to provide us with such information and take such actions as may be reasonably requested by MLG with respect to any investigation undertaken by MLG or a representative of MLG regarding the use or abuse of the PRO App.

2. By using the PRO App you accept the risk that you might be exposed to content that is inaccurate, offensive, indecent, objectionable, or otherwise inappropriate. You agree to waive, and hereby do waive, any legal or equitable rights or remedies you may have against MLG with respect to such content.

3. Without derogating from your ownership of the Submitted Content, by submitting or transmitting any Submitted Content to or through the PRO App, you grant MLG a non-exclusive, worldwide, fully paid-up, royalty-free, sublicensable and transferable licence, with the right to use, copy, reproduce, digitally perform, modify, directly or through third parties, create derivative works of your Submitted Content for the purpose of providing the PRO App. Such licence will apply to any form, media, or technology now known or hereafter developed. Any and all sub licences granted pursuant to this licence shall be perpetual and irrevocable and survive the termination of this licence and/or the Terms. Except as needed to provide the PRO App, we will not use or share your Submitted Content except for Submitted Content that you made public (“Public Material”). If you make any Public Material, you agree that the foregoing licence, as applicable to Public Materials, will automatically become perpetual and permit MLG to fully exploit such Public Materials for any commercial purpose at its sole discretion, including promotion, marketing and printing as part of physical products, all without credit. You hereby waive any moral rights and rights to consideration or royalties in and to all Public Materials and undertake not to assert any claim against MLG in respect of Public Materials and their use. Please note that copies of Submitted Content shared with others or made public by you, as Public Material or otherwise, may remain for a reasonable period of time in our archives for backup, archival, or audit purposes even after you delete the PRO App from your Devices, in accordance with and subject to, applicable law.

4. Except as provided within the Terms and except for your Submitted Content, you may not copy, modify, translate, publish, broadcast, transmit, distribute, perform, display, or sell any content appearing on or through the PRO App.

5. You represent and warrant to MLG that your Submitted Content (including all content, images, trademarks, and technology contained therein): (i) complies and will at all times comply with all applicable laws, rules and regulations, the Terms and does not and will not infringe the rights of any third party, including any intellectual property rights and the rights of publicity or privacy, (ii) does not and will not contain any threatening, offensive, racist, hateful, violent, obscene, libellous, defamatory or otherwise inappropriate or illegal content, (iii) is and shall be free from any restrictions, third party rights, payment obligations and/or royalties (including, without limitation, to any collecting societies). You agree to pay for all royalties, fees, and any other monies owing any person by reason of content you post on or through the PRO App.

6. You agree that any Submitted Content provided by you shall be clean, accurate and for enjoyment, and shall be free from copyright. MLG is committed to the protection and privacy of our users and to ensuring acceptable use of the content uploaded and services used in the PRO App and you therefore agree that you shall not upload any violent, sexual or other objectionable content to the PRO App.

7. MLG may be required to review certain Submitted Content to determine whether it violates the Terms (such as when content is reported to us). We may also modify, prevent access to, delete or refuse to display content that we believe violates any applicable laws or our Terms. Notwithstanding the above, however, we have no obligation to monitor or review any Submitted Content.

10. COPYRIGHT

1. In the event that you believe that any content included in the PRO App violates your Intellectual Property Rights, right to privacy or is defamatory or otherwise illegal, please email a detailed notice of complaint to MLG at: [email protected], identifying such content and detailing the factual basis of your complaint and we will make reasonable efforts to consider the complaint and, if reasonable, remove the content.

2. MLG respects the Intellectual Property Rights of others. We take copyright violations seriously and will investigate them. Please note that you may be held accountable for damages (including costs and legal fees) for misrepresenting that any content is infringing your copyright.

3. MLG assumes no responsibility for permission given to upload Personal Identifiable Information (PII)  before it reaches MLG. MLG assumes consent of all individuals included in submitted PII. By submitting PII to MLG you agree that all individuals shown in the content have consented to being shown, and submitted. Matters regarding permission to upload PII are beyond MLG’s control.

11. GDPR COMPLIANCE

MLG is committed to the EU General Data Protection Regulation 2016/679 (“GDPR”) as implemented in the Isle of Man and to protect your personal data, including its collection, storage, transfer or use by companies and third parties. In this regard please see our GDPR statement at: https://www.memorylanegames.com/eugdpr.

12. DISCLAIMER

1. The PRO App, including the MLG IPR, are provided on an ‘as is’ and ‘as available’ basis and, to the extent permitted by applicable law, MLG and its directors, officers, employees, agents, representatives, licensors, third party providers and affiliates, exclude all representations or warranties of any kind, express or implied including, but not limited to, implied warranties of merchantability, satisfactory quality, title and fitness for a particular purpose and non-infringement. Any reliance on or use of the PRO App shall be at your sole risk. MLG, the App Store and the Play Store, shall not have any obligation to furnish any maintenance and/or support services with respect to the PRO App. We expressly disclaim any liability for loss or damage sustained by you as a result of the accessing and use of the PRO App.

2. We make no representation or warranty as to the completeness, accuracy or currency of information or content provided in the PRO App. Such information is also subject to change at any time without notice.

3. We do not warrant that the functions contained in the PRO App or the MLG IPR will be uninterrupted or error-free, that defects will be corrected or that the PRO App is free of viruses or other harmful components, or that MLG will continue to support any particular features on the PRO App. We do not warrant or make any representations regarding the use or the results of the use of the PRO App or the MLG IPR, including, without limitation, their correctness, security, completeness, availability, timeliness, quality, suitability, accuracy, reliability, or otherwise. You agree to conduct your own due diligence to assess the accuracy, reliability and quality of all content provided by the PRO App and the MLG IPR and you are responsible for taking all precautions necessary or advisable to protect yourself against any claim, damage, loss or hazard that may arise by virtue of your use of or reliance upon the PRO App and/or any MLG IPR.

4. You (and not us) assume the entire cost of all necessary servicing, repair or correction in respect of your Device.

13. LIMITED REPRESENTATIONS AND WARRANTIES

MLG represents and warrants that the PRO App shall comply in all material respects with the description made available to you prior to downloading or installing them. In the event of any failure to comply with the warranty given herein MLG shall, as your sole remedy, either repair or replace the PRO App or if that is not possible provide an appropriate refund in respect of the affected feature or function.

You represent and warrant to MLG that: (a) you have, and will have at all times, all right, title and interest necessary to grant to MLG any and all licences hereunder for the purposes contemplated by the Terms; (b) you have, and will have at all times, all permits, licences, and consents required in connection with the receipt and use of the PRO App and as required to fulfil your obligations and grant to MLG any and all rights, licences and consents hereunder, including, without limitation, in respect of the Submitted Content; and (c) you and your use of the PRO App comply, and at all times will comply, with all applicable laws, rules, regulations, statutes, and ordinances.

14. AVAILABILITY

1. We reserve the right, temporarily or permanently, in whole or in part, to modify, suspend or discontinue the PRO App without notice for any reason without liability to you, except where prohibited by applicable law.

2. In addition, you acknowledge that the PRO App is provided over the internet and mobile networks and so the quality and availability of the PRO App may be affected by factors outside our reasonable control. Accordingly, we do not accept any responsibility for any connectivity issues that you may experience when using the PRO App. In addition, you acknowledge and agree that you (and not us) are responsible for obtaining and maintaining all telecommunications, broadband and computer hardware, equipment and services needed to access and use the PRO App, and for paying any data charges that may be charged to you by your network provider in connection with your use of the PRO App. In the event you choose to share information from the PRO App, you acknowledge and agree that you (and not us) are responsible for paying any related fees that may be charged to you by your network or telecommunications provider.

15. LIMITATION OF LIABILITY

1. You agree that you use the PRO App and/or any Third Party Sites at your own risk. You further understand and agree that we are not responsible or liable for your illegal, unauthorised, or improper use of information transmitted, monitored, stored or received using the PRO App.

2. To the maximum extent permitted under applicable law, under no circumstances whatsoever shall MLG and/or its affiliates and/or their respective partners, officers, directors, employees, shareholders, agents, licensors, subcontractors and/or suppliers be liable to you or any other person or entity for any loss, injury or damages (including but not limited to any special, indirect, consequential or punitive damages, lost profits, lost revenues or other incidental damages) arising in connection with or out of the use, inability to use, or the results of use of the PRO App, or reliance on the PRO App or the MLG IPR, including, without limitation, any errors, inaccuracies, omissions, defects, security breaches, or any other failure to perform by MLG and/or to any other matter relating to the PRO App and/or MLG IPR.

3. Notwithstanding anything else contained herein, and without limiting the foregoing, in no event shall MLG and its affiliates’ total liability to you in connection with the PRO App and/or MLG IPR for all damages, losses and causes of action exceed (a) the amount (if any) paid by you to MLG over the course of six months immediately preceding the event which gave rise to the liability; or (b) one US dollar (US $1), whichever is less. The foregoing limitations will apply even if the above stated remedy fails of its essential purpose.

4. MLG assumes no responsibility for permission given to upload Personal Identifiable Information (PII) before it reaches MLG. By submitting PII you agree that individuals shown in the content have consented to this being used for the purposes of providing personalised content.

16. INDEMNIFICATION

To the extent permitted by applicable law, you agree to indemnify us for any claims, actions, demands, losses, liabilities, damages, costs and expenses (including legal expenses and other costs, such as attorneys’ fees) reasonably incurred by us that arise out of your use of the PRO App in breach of these Terms. We reserve the right to assume the exclusive defence and control of any claim brought by a third party in connection with your use of the PRO App and you agree to assist and cooperate with us in relation to any such claim.

17. TERMINATION OR SUSPENSION

1. Any separate contractual terms in place for use of the PRO App take precedence over points 17.2 to 17.3.

2. MLG may discontinue, suspend or modify the PRO App at any time without notice and may block, terminate or suspend your access to the PRO App at any time without notice for any reason in its sole discretion, even if access continues to be allowed to others. Upon termination, you must cease use of the PRO App and remove them from all applicable Devices. You may also terminate your use of the PRO App and remove them from all applicable Devices at your own election.

3. Should the PRO App, or your use of the PRO App, be suspended or terminated in accordance with 17.2 for a period of more than 24 months, any Submitted Content uploaded and created using the PRO App may be permanently removed and deleted by MLG at its sole and absolute discretion. MLG shall not be liable for any Submitted Content no longer available on the PRO App in accordance with the Terms.

18. EVENTS OUTSIDE OUR CONTROL

We will not be liable or responsible for any failure to perform, or delay in performance of, any of our obligations under these Terms that is caused by any act or event beyond our reasonable control, including any failure of public or private telecommunications networks.

19. THIRD-PARTY BENEFICIARIES AND APP STORE / PLAY STORE

With respect to downloading the PRO App, you agree to comply with the App Store Rules and Play Store Rules, as applicable. You acknowledge that the availability of the PRO App may be dependent on the App Store or Play Store from which you receive the PRO App. You acknowledge these Terms are between you and MLG and not with the App Store or Play Store. The App Store and Play Store are not responsible for the PRO App, the content thereof, maintenance, support services, and warranty therefor, and addressing any claims relating thereto (e.g., product liability, legal compliance, or intellectual property infringement). You acknowledge that the App Store and Play Store (and their respective subsidiaries) are third party beneficiaries to these Terms and will have the right to enforce these Terms against you.

21. LAW AND JURISDICTION

The Terms shall be governed by and construed in accordance with the laws of the Isle of Man. The parties consent to the exclusive jurisdiction of the competent courts of the Isle of Man with regard to all claims arising out of, in connection with, or in any way relating to, the Terms and the PRO App and the parties hereto submit themselves to the exclusive jurisdiction of these courts.

22. GENERAL

1. You are not entitled to assign or otherwise transfer the Terms, or any of your rights or obligations hereunder, to any third party without our prior written consent. MLG may, without restriction, assign, transfer or delegate its rights and obligations hereunder, at its sole discretion. MLG will, on a best effort basis, provide you with reasonable notice of any such assignment.

2. If we fail to insist that you perform any of your obligations under these Terms, or if we do not enforce our rights against you, or if we delay in doing so, that will not mean that we have waived our rights against you and will not mean that you do not have to comply with those obligations.

3. If any provision of the Terms is held to be unenforceable, such provision shall be reformed only to the extent necessary to make it enforceable and if such provision is determined to be invalid or unenforceable nonetheless, the provision shall be deemed to be severable from the remainder of the Terms and shall not cause the invalidity or unenforceability of the remainder of the Terms.

4. These Terms and Fair use Policy along with any Contractual Agreement in place constitute the entire agreement between us with respect to your use of the PRO App.

5. Except to the extent specified herein or otherwise permitted by applicable law, a person or entity who is not party to these Terms may not enforce these Terms.

6. No agency, partnership, joint venture or employment relationship is created as a result of these Terms and neither of us has any authority of any kind to bind the other in any respect except as outlined in any Contract Agreement in place.