(Last Updated: 25 February 2022)
1.1. Please read these Terms carefully before downloading, installing or using the Apps. By downloading, installing, accessing, browsing or using the Apps, 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 Apps and you must immediately cease downloading, installing or using the Apps.
1.2. The Apps 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 (including audio information and content) or other data through the Apps (“Submitted Content”). Although the Apps may be downloaded and installed free of charge through the App Stores and provide certain free features, you may also subscribe monthly (for the applicable subscription fee as notified on the Apps before subscribing) for access to additional features to personalise any Submitted Content.
1.3 If you experience any technical issues with the Apps, or you would like to contact us regarding these Terms, you may contact MLG by sending an email to email@example.com.
1.4 In order to use the Apps, you must have a compatible device. MLG does not guarantee that the Apps, or any portion thereof, will function on any devices. Any compatible device to which you download the Apps 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 Apps on such Device. You accept responsibility for any use of the Apps on or in relation to such Device, whether or not such Device is owned by you or such use was made by you.
2.1 These Terms apply to the Apps, 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 (https://memorylanegames.com/terms-of-use) to review the then-current terms and conditions. Your access and use of the Apps will be subject to the most current version of the Terms. Your use of the Apps 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 Apps.
2.2 From time to time, updates to the Apps may be made available through the App Store and Play Store. Depending on the update, and whether you utilized the App Store or Play Store to download and access the Apps, you may not be able to use the Apps until you have installed the latest version thereof.
2.3 You confirm that you are of legal age in your country to form a binding contract, that you are using the Apps in your personal individual capacity (and not as an employee or other representative of a business or other entity) for personal recreational enjoyment and that you hereby agree to be bound by these Terms.
THIRD PARTY CONTENT
Except as expressly permitted under these Terms, and unless prohibited by applicable law, you agree to use the Apps solely for your own personal and non-commercial use and for no other purpose whatsoever, and you agree not to:
(a) copy, reproduce, republish, reuse, upload, post, transmit or distribute any content presented in or provided by the Apps, including any text, images, audio and video, except as provided for in the Apps;
(b) rent, lease, sub-license, loan, distribute, pledge, share or translate the Apps in any way;
(c) 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;
(d) make alterations to, or modifications of, the whole or any part of the Apps, or permit the Apps or any part of them to be combined with, or become incorporated in, any other programs;
(e) disassemble, decompile, reverse-engineer or create derivative works based on the whole or any part of the Apps;
(f) sell, resell, or exploit the Apps in whole or in part (including object and source code), in any form to any person without prior written consent from us;
(g) remove any copyright, trademark or other proprietary rights notices contained in or on the Apps; and/or
(h) make use of the Apps 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.
(a) not to use the Apps 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 Apps;
(b) not to encourage, promote, facilitate or instruct others to use the Apps for any illegal, harmful or offensive use;
(c) not to use the Apps 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;
(d) not to use the Apps and utilize resources more heavily than would be the case for an individual person, or use the Apps 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 Apps (including by hacking or defacing the Apps); and
(e) not to collect or harvest any information or data from the Apps or our systems or attempt to decipher any transmissions to or from the servers running the Apps, 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 Apps content or reproduce or circumvent the navigational structure or presentation of the Apps without our prior written consent.
INTELLECTUAL PROPERTY RIGHTS
8.1 You acknowledge that (i) all Intellectual Property Rights (other than Submitted Content), in and to the Apps ("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 Apps or their content other than the right to use the Apps 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.
8.2 We appreciate hearing from our users and welcome your comments and feedback regarding the Apps. In the event that you elect to share information or feedback with MLG through the Apps’ “Contacting Us” function, however, 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 utilize the information you supply, in whole or in part, in any manner in connection with the Apps, (iii) any modifications or improvements made to the Apps 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 Apps as a result of sharing your feedback. Do not submit any confidential, proprietary or personal information through the "Contacting Us" function.
8.3 Nothing contained in the Apps should be construed as granting, by implication, estoppel, or otherwise, any license or right to use any MLG IPR on the Apps without the written permission of MLG. Your use of the MLG IPR displayed in the Apps, or any other content in the Apps, except as provided herein, is strictly prohibited. You acknowledge that you have no right to have access to the Apps in source code form.
9.1 You shall have sole responsibility and liability for any Submitted Content (including your photos) provided by you and which shall remain your property. You acknowledge that whilst MLG has no obligation to monitor the access to or use of the Apps 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):
(a) operate, secure and improve the Apps (including without limitation for fraud prevention, risk assessment, investigation and customer support purposes);
(b) ensure user compliance with the Terms;
(c) comply with any applicable laws or the order or requirement of a court, law enforcement or other administrative agency or governmental body; or
(d) respond to Submitted Content that it determines is harmful, abusive, disruptive, offensive, objectionable or threatens the safety of other users of the Apps 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 Apps.
9.2 By using the Apps 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.
9.3 Without derogating from your ownership of the Submitted Content, by submitting or transmitting any Submitted Content to or through the Apps, 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 Apps. Such licence will apply to any form, media, or technology now known or hereafter developed. Any and all sublicences 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 Apps, 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 Apps from your Devices, in accordance with and subject to, applicable law.
9.4 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 Apps.
9.5 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 Apps.
9.6 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 Apps and you therefore agree that you shall not upload any violent, sexual or other objectionable content to the Apps.
9.7 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.
10.1 In the event that you believe that any content included in the Apps violates your Intellectual Property Rights, right to privacy or is defamatory or otherwise illegal, please email a detailed notice of complaint to MLG at: firstname.lastname@example.org, 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.
10.2 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 attorney's fees) for misrepresenting that any content is infringing your copyright.
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://memorylanegames.com/privacy-policy-gdpr.
12.1 The Apps, 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 Apps 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 Apps. We expressly disclaim any liability for loss or damage sustained by you as a result of the accessing and use of the Apps.
12.2 We make no representation or warranty as to the completeness, accuracy or currency of information or content provided in the Apps. Such information is also subject to change at any time without notice.
12.3 We do not warrant that the functions contained in the Apps or the MLG IPR will be uninterrupted or error-free, that defects will be corrected or that the Apps are free of viruses or other harmful components, or that MLG will continue to support any particular features on the Apps. We do not warrant or make any representations regarding the use or the results of the use of the Apps 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 Apps 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 Apps and/or any MLG IPR.
12.4 You (and not us) assume the entire cost of all necessary servicing, repair or correction in respect of your Device.
LIMITED REPRESENTATIONS AND WARRANTIES
13.1 MLG represents and warrants that the Apps 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 Apps or if that is not possible provide an appropriate refund in respect of the affected feature or function.
13.2 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 licenses hereunder for the purposes contemplated by the Terms; (b) you have, and will have at all times, all permits, licenses, and consents required in connection with the receipt and use of the Apps and as required to fulfill your obligations and grant to MLG any and all rights, licenses and consents hereunder, including, without limitation, in respect of the Submitted Content; and (c) you and your use of the Apps comply, and at all times will comply, with all applicable laws, rules, regulations, statutes, and ordinances.
14.1 We reserve the right, temporarily or permanently, in whole or in part, to modify, suspend or discontinue the Apps without notice for any reason without liability to you, except where prohibited by applicable law.
14.2 In addition, you acknowledge that the Apps are provided over the internet and mobile networks and so the quality and availability of the Apps 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 Apps. 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 Apps, and for paying any data charges that may be charged to you by your network provider in connection with your use of the Apps. In the event you choose to share information from the Apps, 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.
LIMITATION OF LIABILITY
15.1 You agree that you use the Apps 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 Apps.
15.2 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 Apps, or reliance on the Apps 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 Apps and/or MLG IPR.
15.3 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 Apps 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.
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 Apps 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 Apps and you agree to assist and co-operate with us in relation to any such claim.
TERMINATION OR SUSPENSION
17.1 MLG may discontinue, suspend or modify the Apps at any time without notice and may block, terminate or suspend your access to the Apps 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 Apps and remove them from all applicable Devices. You may also terminate your use of the Apps and remove them from all applicable Devices at your own election.
17.2 Should the Apps, or your use of the Apps, be suspended or terminated in accordance with 17.1 for a period of more than 24 months, any Submitted Content uploaded and created using the Apps 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 Apps in accordance with the Terms.
17.3 If you have subscribed for additional features on the Apps, you may terminate such subscription on the App Store or Play Store, as applicable. On termination of a subscription, you will have access to the subscribed features for the month you have paid for and thereafter those additional features will no longer be available. You will not be entitled to a refund of subscription charges on termination of a subscription.
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.
PAYMENTS AND TAXES
The Apps may include features that are subject to subscription and payment. The subscription price may be changed from time to time at our sole and absolute discretion. Payment can be made only through the Apps via a third party payment interface. If any of your payments are not successfully processed for any reason, MLG may, without derogating from any other right or remedy afforded to it, suspend or block your use of the Apps or the features subscribed for. Payments and prices for features on the Apps do not include any taxes or charges. If any taxes or charges apply to your payments you shall exclusively bear those taxes and charges.
THIRD-PARTY BENEFICIARIES AND APP STORE / PLAY STORE
With respect to downloading the Apps, you agree to comply with the App Store Rules and Play Store Rules, as applicable. You acknowledge that the availability of the Apps may be dependent on the App Store or Play Store from which you receive the Apps. 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 Apps, 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.
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 Apps and the parties hereto submit themselves to the exclusive jurisdiction of these courts.
22.1 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.
22.2 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.
22.3 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.
22.4 These Terms constitute the entire agreement between us with respect to your use of the Apps.
22.5 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.
22.6 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.