Acceptance of Terms

Welcome to the MemeSpeaker.com website of MemeSpeak Inc. ("MemeSpeak"). BY USING AND/OR VISITING THIS WEBSITE AND/OR THE MEMESPEAKER.COM (including all Content available through the MemeSpeaker.com domain name, the "MemeSpeaker.com Website", or "Website" or any such access available via mobile devices), YOU SIGNIFY YOUR ACCEPTANCE TO BOTH THESE TERMS AND CONDITIONS (the "Terms of Service") AND THE TERMS AND CONDITIONS OF MemeSpeak PRIVACY NOTICE, WHICH ARE PUBLISHED AT http://www.MemeSpeaker.com/privacy.htm, AND WHICH ARE INCORPORATED HEREIN BY REFERENCE. If you do not agree to any of these terms, then please do not use the MemeSpeaker.com Website.

PLEASE READ THE TERMS OF USE CAREFULLY BEFORE USING THIS WEBSITE. By accessing and using this website in any way, including, without limitation, browsing the website, using any information, using any content, using any services, downloading any materials, and/or placing an order for products or services, you agree to and are bound by the terms of use described in this document ("Terms of Use"). IF YOU DO NOT AGREE TO ALL OF THE TERMS AND CONDITIONS CONTAINED IN THE TERMS OF USE, DO NOT USE THIS WEBSITE IN ANY MANNER. The Terms of Use are entered into by and between MemeSpeak and you. If you are using the website on behalf of your employer, you represent that you are authorized to accept these Terms of Use on your employer's behalf.

MemeSpeak reserves the right, at MemeSpeak's sole discretion, to change, modify, update, add, or remove portions of the Terms of Use at any time without notice to you. Please check these Terms of Use for changes. Your continued use of this website following the posting of changes to the Terms of Use will mean you accept those changes.

MemeSpeaker.com Website

The Terms of Service of the MemeSpeaker.com Website apply to all users, including users who are also contributors of video content, information, and other materials or services on the Website. The MemeSpeaker.com Website may contain links to third party websites or mobile information facilities that are not owned or controlled by MemeSpeak. MemeSpeak has no control over, and assumes no responsibility for, the content, privacy policies, or practices of any third party websites or mobile information facilities. In addition, MemeSpeak will not and cannot censor or edit the content of any third-party site. By using the MemeSpeaker.com Website, you expressly relieve MemeSpeak from any and all liability arising from your use of any third-party website or mobile information facility. Accordingly, we encourage you to be aware when you leave the MemeSpeaker.com Website to read the terms and conditions and privacy policy of each other website or mobile information facility that you visit.

Use of MemeSpeaker.com Website

  1. MemeSpeak hereby grants you permission to use the Website as set forth in this Terms of Service, provided that: (i) your use of the Website as permitted is solely for your personal, noncommercial use; (ii) you will not copy or distribute any part of the Website in any medium without MemeSpeak's prior written authorization; (iii) you will not alter or modify any part of the Website other than as may be reasonably necessary to use the Website for its intended purpose; and (iv) you will otherwise comply with the terms and conditions of these Terms of Service.
  2. In order to access some features of the Website, you will be required to create an account. You may never use another users’ account without permission. When creating your account, you must provide accurate and complete information. You are solely responsible for the activity that occurs on your account, and you must keep your account username and password secure. You must notify MemeSpeak immediately of any breach of security or suspected unauthorized use of your account. Although MemeSpeak will not be liable for any losses that you may incur as caused unauthorized use of your account, you may be liable for the losses of MemeSpeak or others due to such unauthorized use.
  3. You agree not to use or launch any automated system, including without limitation, "robots," "spiders," "offline readers," etc., that accesses the Website in a manner that sends more request messages to the MemeSpeak servers in a given period of time than a human can reasonably produce in the same period by using a convention on-line web browser. Notwithstanding the foregoing, MemeSpeak grants the operators of public search engines permission to use spiders to copy materials from the site for the sole purpose of creating publicly available searchable indices of the materials, but not caches or archives of such materials. MemeSpeak reserves the right to revoke these exceptions either generally or in specific cases. You agree not to collect or harvest any personally identifiable information, including account names, from the Website, nor to use the communication systems provided by the Website for any commercial solicitation purposes. You agree not to solicit, for commercial purposes, any users of the Website with respect to their User Submissions.
  4. In order to function, MemeSpeaker.com must use data communications across wired and wireless transmission facilities. Considerable volumes of data can be transacted between the MemeSpeaker.com mobile media player and the website through normal operation. Mobile users are therefore strongly advised to subscribe to “unlimited” data plans or similar bulk data transmission arrangements with their respective mobile network providers if using MemeSpeaker.com, otherwise significant charges could result.
You shall be solely and completely responsible for any and all charges that may occur from the use of MemeSpeaker.com over any communications transmission facility.

Intellectual Property Rights

The content on the MemeSpeaker.com Website, except all User Submissions (as defined below), including without limitation, the text, software, scripts, graphics, photos, sounds, music, text, interactive features and the like ("Content") and the trademarks, service marks and logos contained therein ("Marks"), are owned, patented by or licensed to MemeSpeak, subject to copyright and other intellectual property rights under Canadian and foreign laws and international conventions. Content on the Website created by owners is provided to you AS IS for your information and personal use only and may not be used, copied, reproduced, distributed, transmitted, broadcast, displayed, sold, licensed, or otherwise exploited for any other purposes whatsoever without the prior written consent of the respective owners. MemeSpeak reserves all rights not expressly granted in and to the Website and the Content. You agree to not engage in the use, copying, or distribution of any of the Content other than expressly permitted herein, including any use, copying, or distribution of User Submissions of third parties obtained through the Website for any commercial purposes. If you download or print a copy of the Content for personal use, you must retain all copyright and other proprietary notices contained therein. You agree not to circumvent, disable or otherwise interfere with security related features of the MemeSpeaker.com Website or features that prevent or restrict use or copying of any Content or enforce limitations on use of the MemeSpeaker.com Website or the Content therein.

User Submissions

  1. The MemeSpeaker.com Website permits the submission of text for the purpose of creating speaking animations or other communications submitted by you and other users ("User Submissions") and the sharing, and/or publishing of such User Submissions is at the discretion of the Users who submitted them. You understand that whether or not such User Submissions are published, MemeSpeak does not guarantee any confidentiality with respect to any submissions.
  2. You shall be solely responsible for your own User Submissions and the consequences of posting or publishing them. In connection with User Submissions, you affirm, represent, and/or warrant that: (i) you own or have the necessary licenses, rights, consents, and permissions to use and authorize MemeSpeak to use all patent, trademark, trade secret, copyright or other proprietary rights in and to any and all User Submissions to enable inclusion and use of the User Submissions in the manner contemplated by the Website and these Terms of Service; and (ii) you have the written consent, release, and/or permission of each and every identifiable individual person in the User Submission to use the name or likeness of each and every such identifiable individual person to enable inclusion and use of the User Submissions in the manner contemplated by the Website and these Terms of Service. For clarity, you retain all of your ownership rights in your User Submissions. However, by submitting the User Submissions to the MemeSpeaker.com Website, unless specified by an alternative corporate agreement, you hereby grant MemeSpeak a worldwide, non-exclusive, royalty-free, sublicenseable and transferable license to use, reproduce, distribute, prepare derivative works of, display, and perform the User Submissions in connection with the MemeSpeaker.com Website and MemeSpeak's (and its successor's) business, including without limitation for promoting and redistributing part or all of the MemeSpeaker.com Website (and derivative works thereof) in any media formats and through any media channels. You also hereby grant each user of the MemeSpeaker.com Website a non-exclusive license to access your User Submissions through the Website or any other medium, and to use, reproduce, distribute, prepare derivative works of, display and perform such User Submissions as permitted through the functionality of the Website and under these Terms of Service. The foregoing license granted by you terminates once you remove or delete a User Submission from the MemeSpeaker.com Website.
  3. In connection with User Submissions, you further agree that you will not: (i) submit material that is copyrighted, protected by trade secret or otherwise subject to third party proprietary rights, including privacy and publicity rights, unless you are the owner of such rights or have permission from their rightful owner to post the material and to grant MemeSpeak all of the license rights granted herein; (ii) publish falsehoods or misrepresentations that could damage MemeSpeak or any third party; (iii) submit material that is unlawful, obscene, defamatory, libelous, threatening, pornographic, harassing, hateful, racially or ethnically offensive, or encourages conduct that would be considered a criminal offense, give rise to civil liability, violate any law, or is otherwise inappropriate; (iv) post advertisements or solicitations of business: (v) impersonate another person. MemeSpeak does not endorse any User Submission or any opinion, recommendation, or advice expressed therein, and MemeSpeak expressly disclaims any and all liability in connection with User Submissions. MemeSpeak does not permit copyright infringing activities and infringement of intellectual property rights on its Website, and MemeSpeak will remove all Content and User Submissions if properly notified that such Content or User Submission infringes on another's intellectual property rights. MemeSpeak reserves the right to remove Content and User Submissions without prior notice. MemeSpeak will also terminate a User's access to its Website, if they are determined to be a repeat infringer. A repeat infringer is a User who has been notified of infringing activity more than twice and/or has had a User Submission removed from the Website more than twice. MemeSpeak also reserves the right to decide whether Content or a User Submission is appropriate and complies with these Terms of Service for violations other than copyright infringement and violations of intellectual property law, such as, but not limited to, pornography, obscene or defamatory material, or excessive length. MemeSpeak may remove such User Submissions and/or terminate a User's access for uploading such material in violation of these Terms of Service at any time, without prior notice and at its sole discretion.
  4. In particular, if you are a copyright owner or an agent thereof and believe that any User Submission or other content infringes upon your copyrights, you may submit a notification:
    1. A physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed;
    2. Identification of the copyrighted work claimed to have been infringed, or, if multiple copyrighted works at a single online site are covered by a single notification, a representative list of such works at that site;
    3. Identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled and information reasonably sufficient to permit the service provider to locate the material;
    4. Information reasonably sufficient to permit the service provider to contact you, such as an address, telephone number, and, if available, an electronic mail;
    5. A statement that you have a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law; and
    6. A statement that the information in the notification is accurate, and under penalty of perjury, that you are authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.
    MemeSpeak will investigate notices of copyright infringement and take appropriate actions. All notices are to be sent to copyright@MemeSpeaker.com
  5. You understand that when using the MemeSpeaker.com Website, you will be exposed to User Submissions from a variety of sources, and that MemeSpeak is not responsible for the accuracy, usefulness, safety, or intellectual property rights of or relating to such User Submissions. You further understand and acknowledge that you may be exposed to User Submissions that are inaccurate, offensive, indecent, or objectionable, and you agree to waive, and hereby do waive, any legal or equitable rights or remedies you have or may have against MemeSpeak with respect thereto, and agree to indemnify and hold MemeSpeak, its Owners/Operators, affiliates, and/or licensors, harmless to the fullest extent allowed by law regarding all matters related to your use of the site.

Disclaimers and Other Notices on the User of the Website

EXCEPT AS EXPRESSLY PROVIDED OTHERWISE, ALL INFORMATION, SOFTWARE, DOCUMENTATION, MATERIALS, SERVICES AND PUBLICATION ARE PROVIDED "AS-IS" WITHOUT WARRANTY OF ANY KIND AND MEMESPEAK HEREBY DISCLAIMS ALL WARRANTIES AND CLAIMS OF FUNCTIONALITY EITHER EXPRESSED OR IMPLIED, INCLUDING BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. IN ADDITION, EXCEPT AS EXPRESSLY PROVIDED OTHERWISE, MEMESPEAK DISCLAIMS ANY WARRANTIES OF NON-INFRINGEMENT, TITLE, OR QUIET ENJOYMENT. IN NO EVENT SHALL MEMESPEAK AND/OR ITS RESPECTIVE SUPPLIERS BE LIABLE FOR ANY SPECIAL, INDIRECT OR CONSEQUENTIAL DAMAGES OR ANY DAMAGES WHATSOEVER RESULTING FROM LOSS OF USE, DATA OR PROFITS, WHETHER IN AN ACTION OF CONTRACT, NEGLIGENCE OR OTHER TORTUOUS ACTION, ARISING OUT OF OR IN CONNECTION WITH THE USE OF THIS WEBSITE, USE OR PERFORMANCE OF SOFTWARE, DOCUMENTS, MATERIALS, PUBLICATIONS, PROVISION OF OR FAILURE TO PROVIDE SERVICES, OR INFORMATION AVAILABLE FROM THE WEBSITE. EXCEPT AS EXPRESSLY PROVIDED OTHERWISE, YOU ASSUME ALL RISKS CONCERNING THE SUITABILITY AND ACCURACY OF THE INFORMATION WITHIN THE WEBSITE, MATERIALS, PUBLICATIONS, DOCUMENTS AND DIRECT OR INCIDENTAL CHARGES INCURRED THROUGH THE USE OF ANY SERVICES PROVIDED BY MOVY.TV. THE WEBSITE, MATERIALS, PUBLICATIONS AND DOCUMENTS MAY CONTAIN TECHNICAL INACCURACIES OR TYPOGRAPHICAL ERRORS. MEMESPEAK ASSUMES NO RESPONSIBILITY FOR AND DISCLAIMS ALL LIABILITY FOR ANY SUCH INACCURACIES, ERRORS OR OMISSIONS IN THE WEBSITE, MATERIALS, PUBLICATIONS AND DOCUMENTS AND IN ANY OTHER REFERENCE.

MEMESPEAK MAY MAKE CHANGES TO THE WEBSITE, INFORMATION, SOFTWARE, MOBILE SOFTWARE, DOCUMENTS, PUBLICATIONS, PRICES, TECHNICAL SPECIFICATIONS, PRODUCT OFFERINGS AND ANY OTHER INFORMATION AND MATERIALS ON THE WEBSITE AT ANY TIME AND WITHOUT NOTICE.

THE WEBSITE, MOBILE SOFTWARE, DOCUMENTS AND PUBLICATIONS ARE DISTRIBUTED INTERNATIONALLY AND MAY CONTAIN REFERENCES OR CROSS-REFERENCES TO MEMESPEAK PRODUCTS, PROGRAMS, AND SERVICES THAT HAVE NOT BEEN ANNOUNCED OR AVAILABLE IN YOUR COUNTRY. SUCH REFERENCES DO NOT IMPLY THAT MEMESPEAK INTENDS TO ANNOUNCE SUCH PRODUCTS, PROGRAMS, OR SERVICES IN YOUR COUNTRY. CONSULT MEMESPEAK AT INFO@MEMESPEAKER.COM FOR INFORMATION REGARDING THE PRODUCTS, PROGRAMS AND SERVICES WHICH MAY BE AVAILABLE TO YOU.

THE WEBSITE MAY CONTAIN LINKS TO THIRD-PARTY SITES WHICH ARE NOT UNDER THE CONTROL OF MEMESPEAK AND MEMESPEAK IS NOT RESPONSIBLE FOR THE CONTENTS ON ANY LINKED SITE OR ANY LINK CONTAINED IN A LINKED SITE, OR ANY CHANGES OR UPDATES TO SUCH SITES. MEMESPEAK IS NOT RESPONSIBLE FOR WEBCASTING, BROADCASTING OR ANY OTHER FORM OF LIVE OR ARCHIVED TRANSMISSION RECEIVED FROM ANY LINKED SITE. MEMESPEAK IS PROVIDING THESE LINKS TO YOU ONLY AS A CONVENIENCE, AND THE INCLUSION OF ANY LINK DOES NOT IMPLY THAT MEMESPEAK ENDORSES OR ACCEPTS ANY RESPONSIBILITY FOR THE CONTENT ON SUCH THIRD-PARTY SITES.

No Unlawful or Prohibited Use

As a condition of your use of the website, you will not use the website for any purpose that is unlawful or prohibited by these terms, conditions, and notices. You may not use the Services in any manner that could damage, disable, overburden, or impair any MemeSpeak server, or the network(s) connected to any MemeSpeaker.com server, or interfere with any other party's use and enjoyment of the website. You may not attempt to gain unauthorized access to services, materials, other accounts, computer systems or networks connected to any MemeSpeak server or to the website, through surreptitious or any other means. You may not obtain or attempt to obtain any materials or information through any means not intentionally made available to you through the website.

Use of Service on the Website

The website may contain e-mail services, blogs, bulletin board services, chat areas, news groups, forums, communities, personal web pages, calendars, interactive media services, and/or other message or communication facilities designed to enable you to communicate with others (each a "Communication Service" and collectively "Communication Services"). You agree to use the Communication Services only to post, send and receive messages and material that are proper and, when applicable, related to the particular Communication Service. By way of example, and not as a limitation, you agree that when using the Communication Services or the website, you will not:

MemeSpeak has no obligation to monitor the Communication Services. However, MemeSpeak reserves the right to review materials posted to the Communication Services and to remove and/or edit any materials in its sole discretion. MemeSpeak reserves the right to terminate your access to any or all of the Communication Services at any time, without notice, for any reason whatsoever.

MemeSpeak reserves the right at all times to disclose any information as MemeSpeak deems necessary to satisfy any applicable federal, provincial, state, or municipal law, regulation, legal process or governmental request, or to edit, refuse to post or to remove any information or materials, in whole or in part, in MemeSpeak's sole discretion.

Always use caution when giving out any personally identifiable information about yourself or your children in any Communication Services. MemeSpeak does not control or endorse the content, messages or information found in any Communication Services and, therefore, MemeSpeak specifically disclaims any liability with regard to the Communication Services and any actions resulting from your participation in any Communication Services. Managers and hosts are not authorized MemeSpeak spokespersons, and their views do not necessarily reflect those of MemeSpeak.

Materials uploaded to the Communication Services may be subject to posted limitations on usage, reproduction and/or dissemination; you are responsible for adhering to such limitations if you download the materials.

Indemnity

You agree to indemnify, defend and hold MemeSpeak, and its subsidiaries, affiliates, officers, agents, co-branders, partners, and employees, harmless from any claim or demand, including reasonable attorneys' fees, made by any third party due to or arising out of your Submissions, your use of the website, including any use by your employees, your connection to the website, your violation of the Terms of Use, or your violation of any rights of another.

Age of User to Accept Terms of Service

You affirm that you are either more than 18 years of age, or an emancipated minor, or possess legal parental or guardian consent, and are fully able and competent to enter into the terms, conditions, obligations, affirmations, representations, and warranties set forth in these Terms of Service, and to abide by and comply with these Terms of Service. In any case, you affirm that you are over the age of 13, as the MemeSpeaker.com Website is not intended for children under 13.

Advertisements and Promotions

MemeSpeak may run advertisements and promotions from third parties on the website. The manner, mode and extent of advertising by MemeSpeak is subject to change. Your correspondence or business dealings with, or participation in promotions of, advertisers other than MemeSpeak found on or through the website, including payment and delivery of related goods or services, and any other terms, conditions, warranties or representations associated with such dealings, are solely between you and such advertiser. MemeSpeak is not responsible or liable for any loss or damage of any kind incurred as the result of any such dealings or as the result of the presence of such non-MemeSpeak advertisers on the website.

Copyright and Trademark Information

COPYRIGHT NOTICE: Copyright © 2012 MemeSpeak Inc. All Rights Reserved. TRADEMARKS: Trademarks referenced herein are either registered trademarks or trademarks of MemeSpeak Inc. in Canada, the United States and/or other countries. The names of actual companies and products mentioned herein and/or third-party trademarks, trade names and logos contained herein may be the trademarks of their respective owners. Any example companies, organizations, products, domain names, email addresses, logos, people and events depicted herein for demonstration purposes are fictitious. No association with any real company, organization, product, domain name, e-mail address, logo, person, or event is intended or should be inferred. Any rights not expressly granted herein are reserved.

General Information

The Terms of Use constitute the entire agreement between you and MemeSpeak and govern your use of the website, superseding any prior agreements between you and MemeSpeak on the subject matter (including, but not limited to, any prior versions of the Terms of Use). Notwithstanding the prior provision, to the extent, and only to the extent, that any terms set forth in this Terms of Use expressly contradicts any terms of a prior written agreement between you and MemeSpeak in effect as of the date of your use of the website and specifically regarding your use of the website ("Executed Agreement"), such contradictory terms set forth in the Executed Agreement shall govern. You also may be subject to additional terms and conditions that may apply when you use other MemeSpeak services, third-party content or third-party software. You must not assign or otherwise transfer the Terms of Use nor any right granted hereunder.

MemeSpeak controls and currently operates the MemeSpeaker.com Website from various locations in Canada and the United States, and makes no representation that this website is appropriate or available for use in other locations. If you use this website from other locations, you are responsible for compliance with applicable local laws including but not limited to the export and import regulations of other countries.

You acknowledge and agree that material on this website is subject to the export laws and regulations. Diversion of such material contrary to the laws of Canada and is prohibited. You agree that none of the material on this website, nor any direct product there-from, is being or will be acquired for, shipped, transferred, or re-exported, directly or indirectly, to proscribed or embargoed countries or their nationals, nor be used for nuclear activities, chemical biological weapons, or any weapons of mass destruction unless authorized by the federal government of Canada or the United States. You agree to comply strictly with all Canadian and United States export laws and assume sole responsibility for obtaining licenses to export or re-export as may be required.

The failure of MemeSpeak to exercise or enforce any right or provision of the Terms of Use does not constitute a waiver of such right or provision. If a court of competent jurisdiction finds any provision of the Terms of Use to be invalid, the parties nevertheless agree that the court should endeavor to give effect to the parties' intentions as reflected in the provision, and the other provisions of the Terms of Use remain in full force and effect. Regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to use of the website or the Terms of Use must be filed within one (1) year after such claim or cause of action arose or be forever barred. The section titles in the Terms of Use are for convenience only and have no legal or contractual effect.


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