PROFILE TERMS AND CONDITIONS
Memmo Family AB ("Memmo") provides a marketplace for offering and distributing personalized video messages from actors, musicians, athletes, influencers and other celebrities/profiles ("Profiles").
Please read these Specific Terms for Profiles ("Profile Terms") carefully when enrolling as a Profile or accessing or using Memmo‘s website memmo.me (including any variation thereof) and any service provided by Memmo (collectively, the "Services") for the marketing, promotion, sale and distribution of personalized video messages.
1.1. If you would like to enroll as a Profile, please follow the instructions at memmo.me.
1.2. You hereby represent and warrant that (i) you are at least eighteen (18) years of age (or the equivalent age of majority in your jurisdiction) or that you have your legal guardian‘s prior consent, (ii) all information supplied by you is true, accurate, current and complete and (iii) you possess the legal authority to enter into these Profile Terms and to use the Services in accordance with all terms and conditions herein.
1.3. If you wish provide your services via a commercial entity owned or controlled by yourself (the "Lender"), any reference to the Profile, User or you in these Profile Terms will be deemed to constitute a reference to the Lender and the Lender hereby represents and warrants that it owns and has the rights required to grant the rights granted in these Profile Terms. For the avoidance of doubt, notwithstanding anything to the contrary, the Lender shall fully indemnify and hold Memmo harmless from any claims, damages and losses incurred by Memmo due to third party claims that Memmo‘s or the users‘ use and exploitation of the Video and the Profile‘s name, image, picture and likeness in accordance with these Profile Terms infringes such third party‘s rights.
1.4. In its absolute discretion, Memmo reserves the right to approve or deny any application to become a Profile and to suspend any User who (in Memmo‘s reasonable assessment) does not comply with these Profile Terms and (as applicable) the terms and conditions applicable in relation to a user of the Services (the "Terms").
1.5. If approved as a Profile, you shall (and, to the extent applicable, the Lender shall ensure that the Profile) perform his or her services with the care, skill and diligence, in accordance with generally accepted professional standards in the entertainment industry.
1.6. Memmo shall have the right to pre-approve any Lender and to perform credit checks and other verification procedures deemed appropriate by Memmo. The Profile shall provide any information reasonably requested by Memmo to ensure that the Lender has the rights and authority specified in these Profile Terms. For the avoidance of doubt, such verification procedures shall not release the Lender from any liability under these Profile Terms.
1.7. If you (in Memmo‘s view) act in breach of these Profile Terms, the Terms or otherwise abuse user names, passwords, the Services, Memmo reserves the right to (i) limit, suspend and deny your access to the Services; (ii) remove your Profile site and/or any of your Videos or Profile Content (as defined below in Section 5.1); (iii) remove any special status or benefits associated with your account; (iv) take technical and/or legal steps to prevent further use of the Services; and (v) terminate our contractual relationship.
1.8. For the avoidance of doubt, nothing contained in these Profile Terms shall be construed to regard the Profile (or Lender) as an agent, partner or employee of Memmo, it being intended that each party shall remain an independent entity responsible for its own actions and liabilities. The parties‘ relation is solely based upon a contractual basis and does not constitute any joint venture or similar relation.
2. PROFILE SITE, BOOKING REQUESTS AND DISTRIBUTION OF VIDEOS
2.1. Upon being accepted as a Profile, you will be granted access to a personal Profile site for the marketing and sale of Videos. Instructions on how to personalize your Profile site are available in the Profile app or by emailing [email protected]
2.2. When setting up your Profile site, you will be requested to provide certain personal details and the following promotional material:
- three (3) high resolution images in JPEG/JPG format of yourself;
- your Profile description for the Profile site;
- an intro video of approximately fifteen (15) seconds in length to let your prospective customers know that they can book your services via our Services.
2.3. Please note that you will not be able to receive booking requests until we receive your information and the promotional material set forth above. From time to time we may request additional material for our use to promote your services and Videos on or in connection with our Services or on any social media platform or third party website.
2.4. Note that you approve the use of your Profile picture on the Memmo website. You hereby give your express consent to Memmo‘s use of your name, image, likeness, description, promotional material and other material provided for the purpose of marketing the Services and your personal Profile site, including, for the avoidance of doubt, to use such material to promote our Services and your Profile site on any social media platform or third party websites. You hereby also give your express consent to commercial entities commercial and promotional use of your name, image, likeness, description, promotional material and other material provided when purchasing Services, as agreed under the Terms or as otherwise specifically agreed.
2.5. Videos shall be recorded in the format and quality as instructed by Memmo from time to time. Please note that the requirements set forth in Section 2.8 of the Terms apply to the content of Videos.
2.6. Please note that the Profile is solely liable for any description of the Videos offered to users of the Services via the Profile site.
2.7. Users may request Videos from Profiles by sending a booking request via the Profile‘s personal Profile site as set forth in the Terms.
2.8. Profiles shall use best efforts to respond to and accept any booking requests within seven (7) days or, as applicable, within the express delivery window selected by the user, from the date and/or time upon which the booking request was made ("Response Time").
2.9. If a booking request has not been accepted within the selected Response Time, the booking request will be deemed rejected.
2.10. If a booking request is accepted, Profiles shall deliver the requested Video within the Response Time. In case of late deliveries, the individual or the commercial entity making the booking request will have the option (at its sole discretion) to either reject the Video (and not pay any compensation for the Profiles‘ services) or accept late delivery of the Video.
3. FEES, COMPENSATION AND REPORTS
3.1. Profiles set their fees individually and may change the fees at any time for future Videos. With that said, Profiles are obligated to produce and deliver confirmed booking requests at the fees specified on the Profile site at the date upon which the booking request was made.
3.2. In consideration of the Services, Memmo shall pay to the Profile or the Lender (as instructed by the Profile) an amount equal to seventy-five percent (75 %) of the amounts actually received by Memmo (less applicable taxes and levies incurred on such amounts) for Videos sold by the Lender or Profile (as applicable) via Memmo‘s online marketplace for distribution of personalized video messages (the "Compensation").
3.3. Unless otherwise expressly agreed, all expenses incurred by the Lender or Profile when carrying out its rights and obligations under this Profile Terms shall be deemed to be covered by the Compensation.
3.4. Memmo shall provide the Lender with a statement on sales qualifying for Compensation. Such a statement shall be furnished to the Lender within fifteen (15) days after the end of each calendar month (the "Statement").
3.5. Unless otherwise agreed, the Compensation shall be paid on a weekly basis against invoices generated by Memmo. The invoices shall be based on the information provided in the Statement and be paid within thirty (30) days from the invoice date.
3.6. The parties may agree that the Compensation shall be transferred to the payment method selected by the Profile or Lender. In case the Profile or Lender (as applicable) has chosen the latter option, the Compensation will be transferred to the Profile or Lender (as applicable) within thirty (30) days from the end of each calendar month.
3.7. The Profile‘s or Lender‘s (as applicable) right to compensation shall accrue if, when and to the extent that payment has been received by Memmo. Should a user fail to make payment in full, the Compensation shall be calculated only on the sums actually received by Memmo. In case of part payments from users, the commission shall be proportionally reduced. At Memmo‘s request, any excess Compensation shall be repaid.
4.1. The Profile or Lender (as applicable) is responsible for providing Memmo with all necessary tax documentation. Memmo reserves the right to withhold payment to the Profile and Lender before receiving all necessary tax documentation.
4.2. The Profile and Lender shall indemnify Memmo for any and all claims by any tax authority for any underpayment of any sales, subscriptions, use, services, value added or other tax or levy, and any penalties and/or interest thereof. Said indemnity shall for the sake of clarity not include claims directly relating to Memmo‘s own tax liability.
4.3. For the avoidance of doubt, the Profile or Lender (as applicable) shall be solely responsible and liable (and shall reimburse Memmo) for all payments required to be made to the Profile by Memmo for the services provided by the Profile under this Profile Terms, including without limitation, social security, national insurance, health insurance (whether private or national), income tax withholdings and any other social benefits or payments. If, despite the parties‘ express representations and agreements hereunder, it shall, at any time, be determined by a competent authority or court that employer – employee relations exist between Memmo and the Profile, and as a result of such decision, Memmo is liable to pay any taxes, social security contributions or other costs and expenses, the Lender shall indemnify and hold Memmo harmless for any payment and expense actually paid or required to be paid by Memmo in connection with such decision to the fullest extent permitted by law. At Memmo‘s sole discretion, such payments may be used to set off any amounts payable to the Lender under this Profile Terms.
5. VIDEOS AND OTHER PROFILE CONTENT
5.1. Please be aware that you are solely liable for any Video, information and other material uploaded into or distributed via the profile Site, the Services or otherwise provided by you to Memmo (jointly "Profile Content").
5.2. By providing, uploading, publishing and/or disclosing Profile Content, you represent and warrant to Memmo that you have the ownership rights and/or that you have obtained all required licenses and permissions from any necessary parties, to use the Profile Content and grant Memmo and users of the Platform the rights to use Profile Content (and parts thereof) as specified in these Profile Terms and the Terms. For the avoidance of doubt, Memmo shall have the right to freely upload and display Videos delivered by the Profile via the Services for marketing purposes, including, but not limited, to post and display Videos in its social media channels, marketing material, presentations, etc.
5.3. Memmo shall have the right (but no obligation) to take any action deemed necessary (at its sole cost and expense) to safe keep its rights under these Profile Terms and the Terms, including, but not limited, to initiate notice and take down procedures to prevent unauthorized copies of the Videos being distributed via third party services.
5.4. For the avoidance of doubt, you hereby confirm that you will (and that you hereby) grant to users of the Services a license to use Videos as specified in Section 7.2-7.3 of the Terms.
5.5. You are in the best position to determine whether your Profile Content risk violating any third party rights, including that all necessary consents have been obtained from individuals depicted in User Generated Content (as defined in Section 6.1 in the Terms). Therefore, you hereby agree to defend and hold Memmo harmless from and against any and all third party claim arising out of or relating to Memmo‘s use, disclosure or publication of Profile Content as contemplated by these Profile Terms.
5.6. By providing, publishing and/or disclosing Profile Content, you hereby grant to Memmo and its affiliates a global, non-exclusive, sub-licensable, royalty free license to use, edit, reproduce, modify, disclose, distribute and/or publish such content within the Services. Memmo reserves (at its sole and absolute discretion) the right to refuse to accept, publish, disclose, use or otherwise make Profile Content available.
5.7. Memmo reserves the unlimited right to delete and remove any and all Profile Content that, in Memmo‘s view, is in breach of the Profile Terms, the Terms and/or applicable laws, rules or guidelines.
6.1. For the avoidance of doubt, except for the limited rights expressly granted to Memmo in these Profile Terms, Memmo does not acquire any ownership rights to the Videos or other Profile Content.
6.2. Save for the Profile Content, any and all content in the Services, including text, graphics, logos, icons, pictures, sound files, digital downloads, object code, source code and/or other thereto related material are owned or licensed by Memmo.
6.3. Nothing in these Profile Terms shall be interpreted as a transfer of any of Memmo‘s material or intellectual property rights.
6.4. Notwithstanding anything to the contrary in these Profile Terms, you hereby grant to Memmo a limited license to retain and use any result from your use of the Services or the provision of Videos and other Profile Content for the sole purpose of improving and developing Memmo products and services.
7. PERSONAL DATA AND OTHER INFORMATION
7.1. You hereby confirm that you have received information regarding our processing of your personal data, which is available at the memmo.me website.
8.1. For the avoidance of doubt, Sections 3 (User Accounts), 10 (Liability, Non-warranty and Indemnity), 13 (Force Majeure), 14 (Entire Agreement, Amendments and Changes) and 15 (Miscellaneous) of the Terms shall apply also in relation to these Profile Terms and – for the purpose of these Profile Terms, any reference to the User, you or similar in the Terms shall be deemed to include the Profile and any reference to the Terms shall be read as a reference to these Profile Terms.
9. GOVERNING LAW AND DISPUTES
9.1. Notwithstanding anything to the contrary in the Terms or the Profile Terms, this Section shall apply in relation to the contractual relationship between Profiles (including Lenders) and Memmo.
9.2. These Profile Terms shall be governed by Swedish law, without reference to its conflict of laws principles.
9.3. Any dispute, controversy or claim arising out of or in connection with these Profile Terms, or the breach, termination or invalidity thereof, shall be finally settled by arbitration administered by the Arbitration Institute of the Stockholm Chamber of Commerce (the "SCC").
9.4. The Rules for Expedited Arbitrations shall apply, unless the SCC in its discretion determines, taking into account the complexity of the case, the amount in dispute and other circumstances, that the Arbitration Rules shall apply. In the latter case, the SCC shall also decide whether the Arbitral Tribunal shall be composed of one or three arbitrators. The place of arbitration shall be Stockholm, Sweden. The language to be used in the arbitral proceedings shall be English (unless the parties agree otherwise).
9.5. The parties undertake and agree that all arbitral proceedings conducted with reference to this arbitration clause will be kept strictly confidential. This confidentiality undertaking shall cover all information disclosed in the course of such arbitral proceedings, as well as any decision or award that is made or declared during the proceedings. Information covered by this confidentiality undertaking may not, in any form, be disclosed to a third party without the written consent of the other parties. This notwithstanding, a party shall not be prevented from disclosing such information in order to safeguard in the best possible way his rights vis-à-vis the other parties in connection with the dispute, or if the party is obliged to so disclose pursuant to statute, regulation, a decision by an authority, a stock exchange contract or similar.