Terms of Service for memmo business

COMMERCIAL USERS TERMS AND CONDITIONS

Updated 2023-08-27

— memmo provides a webpage for offering and distributing personalised video messages from actors, musicians, athletes, influencers and other celebrities/profiles ("Profiles") and enables Commercial Entities to get into contact with the aforementioned parties to create, publish and manage advertising campaigns with Profile’s Generated Content ("Content").

Please read these General Terms and Conditions carefully before accessing or using memmo’s website www.memmo.me (including any variation thereof) and any service provided by memmo, within or outside the premises of the website (collectively, the "Services"). You must accept all terms and conditions set forth in these General Terms and Conditions (the "Terms").

These Terms contain information concerning your legal rights and limitations of these rights, as well as a section regarding applicable law and jurisdiction of disputes. By accessing or using the Services, you agree to be bound by these Terms. If you do not wish to be bound by these Terms (or any future updated version of these Terms) you may not access or use the Services.

1. General

1.1 The contractual relationship between you, a Commercial Entity, as a Client (hereinafter “you”, “User”, “Client”) and Meetly AB, reg. no. 559014-0637, Jungfrugatan 38, 114 44 Stockholm, Sweden (hereinafter "memmo", "we", "our"), and your access or use of the Services are governed by these Terms.

1.2 By accessing or using the Services, you acknowledge and confirm your full acceptance of these Terms and that you understand the rights, obligations, terms and conditions set forth herein.

1.3 As a condition of your use of and access to the Services, you hereby represent and warrant that (i) you, acting on behalf of an entity, are at least eighteen (18) years of age (or the equivalent age of majority in your jurisdiction), (ii) you, acting as a commercial entity, have all rights necessary to execute an agreement on behalf of the entity you represent, (iii) all information supplied by you via the Services is true, accurate, current and complete and (iv) you possess the legal authority to enter into these Terms and to use the Services in accordance with all terms and conditions herein.

1.4 If you do not fully understand, agree and comply with these Terms, or if you are unable to enter into legally binding contracts, you may not access or use the Services.

2. Use of the services

2.1 You may only use the Services in accordance with these Terms and for the sole purpose of purchasing Profile’s Generated Content. memmo offer includes, but is not limited to, (i) "Video Message – for Marketing", (ii) “Video Message - for Business'', (iii) “Profile Generated Content - for Business” and (iv) “License Grant of Content”, all which may, subject to the restrictions set out in these Terms be used for commercial purposes.

2.2 The Client may request Content from profiles by either (i) sending a booking request via the Profile's personal Profile site, or (ii) communicating with a memmo’s sales representative. Subject to the limited right of cancellation as set forth in Section 5.2, you are bound by your booking requests.

2.3 memmo grants to the Client a non-exclusive, non-transferable, limited license (“License Grant”) to use the Content for a period of 90 days. The Client may request a renewal of the License Grant for a new 90-day period, which memmo may accept at its own discretion (as set forth in section 4).

2.4 If you submit your Content request via our website, we will place a temporary hold on your selected payment method. Such temporary hold will be kept up until the date upon which the Profile has either (i) produced and delivered your Content or (ii) declined your Content request. If you submit your Content request via one of memmo’s sales representatives, and request invoicing as a payment method, you will be provided with an order form (the “Agreement”) prior to the conclusion of the Services. The Agreement will be considered a legally binding contract between you and memmo.

2.5 Unless express delivery is chosen and agreed upon with the Profiles (see Section 2.5), Profiles are given seven (7) days to respond to and fulfil Content requests.

2.6 You may choose express delivery at an additional cost as indicated upon check-out, before you submit your Content request via our website. memmo may, from time to time, offer various express delivery windows and the delivery fee will vary depending on the express delivery window selected.

2.7 Please note that we cannot guarantee that all Profiles are available or that they will be able to reply within the chosen response time. Due to other engagements or other reasons, the Profiles may be unavailable for shorter or longer periods of time.

2.8 If your Content request is declined or if the Profile has been unable to reply within seven (7) days or within the express delivery window selected, the Content request will be deemed declined and either (i) the temporary hold on the payment method selected will be released, or (ii) memmo will cancel the Agreement; depending of your Content request method as set forth in Section 2.3. For temporary holds, please note that it may take a few bank days before the amount placed on hold is available. Refer to the terms and conditions for the selected payment method for further details.

2.9 You acknowledge and agree that the Content descriptions are provided for information purposes only, and that descriptions may not be representative of all of the specifications of each Content produced. Moreover, the Content quality may be different due to the screens, hardware and software (including settings thereof) used when displaying the Content.

2.10 At all times and at our sole and absolute discretion, memmo reserves the right to deny access to the Services (or parts thereof). Furthermore, the Content and features of the Services may be adapted or have different availability depending on your location or the information provided in your User profile. For example, certain Content may only be available for and accessible to Users at a certain geographic location or fulfilling certain criteria set by memmo.

2.11 You are responsible for ensuring that your use and access of the Services at all times complies with these Terms and any directions and instructions provided by memmo from time to time.

2.12 When you access or use the Services (or parts thereof) you represent and warrant that you will not: breach or circumvent (or encourage anything that would breach or circumvent) any laws, rules, regulations or third party rights; take any action that is or submit, post, share, or communicate anything that is or that incites or encourages action that is (explicitly or implicitly): illegal, abusive, harassing, threatening, indecent, profane, obscene, hateful, racist, derogatory, harmful to any reputation, pornographic or otherwise objectionable; gain access (or attempt to gain access) to any area where you do not have a right or permission to be; distribute or post spam or unsolicited electronic communications; distribute viruses, malicious software, use any worms, trojan horses, cancelbots, spyware, corrupted files, time bombs, robots, scrapers, spiders or any other automatic means to access, damage, disrupt or interfere with the Services for any reason; modify any file or any other part of the Services that memmo does not specifically authorize you to modify; collect information about other Users without their consent; take any action that imposes, or may impose, in our discretion, an unreasonable or disproportionately large load on our infrastructure; frame, mirror or otherwise incorporate any part of the Services into any other Services, software or service without our prior written authorization; bypass, circumvent or interfere with any technical measures used by us to provide the Services; sell, buy, trade or otherwise transfer your User account, any personal access to the Services or any content associated with your User account; or impersonate another person or falsely imply that you are an employee or representative of memmo.

2.13 If you (in memmo's view) act in breach of these 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 any of your User Generated Content (as defined below in Section 6.1); (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 your User account (if any).

2.14 Please note that there may be times when the Service (or parts thereof) is unavailable due to technical or maintenance-related reasons (whether on a scheduled or unscheduled basis). Memmo is not responsible for storing, in any way, Content which has been purchased and delivered to the User.

3. User accounts

3.1 Certain use and access to the Services may require the creation and use of a User account. To create a User account, please follow the instructions provided. User accounts are personal and may not be transferred to any other person or commercial entity.

3.2 You are solely responsible for all use of the Services through your User account. If your User account gets lost or stolen or if you become aware of any known or suspected unauthorised use of your User account, you are required to immediately notify memmo and to change your password. You are solely responsible for all use and transactions through your User name and password, until such notification is made to memmo.

3.3 You are responsible for taking the necessary precautions to keep your User account, User name, password and other login credentials strictly confidential. If you give out, disclose or lose your User name and/or password, memmo is not liable for any damage or loss arising therefrom.

3.4 You must always provide and maintain valid, complete and correct information to memmo. You are obligated to provide any documents in writing that memmo may find necessary in order to confirm the correctness of the information provided in connection with registration or verification procedures.

3.5 If you delete a User account, or if memmo deletes your User account in accordance with these Terms, you acknowledge and agree that you may lose access to any data associated with your account (including, but not limited to, any special status associated with your account).

4. Fees, payment and termination

4.1 The fees for the Services are specified either (i) on each Profile's section at the time you submit a request for the delivery of Content or (ii) in the Agreement between you and memmo.

4.2 Each delivery of Content includes a License Grant valid for a period of 90 days. The Client may request a renewed successive 90-day period by written notice at least 30 days before the end of the current term. The applicable fees for the License Grant are due 14 days upon issuance of the relevant invoice and shall be paid by the Client to the bank account set forth in the invoice.

4.3 All fees stated within the Services are not inclusive of VAT and other applicable sales taxes. If you are registered in the European Union, you are required to submit your Tax Identification Number (if any) in accordance with the EU reverse charge mechanism (art. 195 to 198 of the EU VAT Directive). Similarly, if you are registered in the United Kingdom, you are required to submit your Tax Identification Number (if any) in accordance with the Export Tax on the Place of Supply for business consumers.

4.4 Payment of ordered Content can be made by using one of the payment methods offered from time to time within the Services.

4.5 Please be advised that some of the payment methods offered within the Services are provided by third party payment service providers and that the use of such third party payment services are subject to such payment service providers terms of use. Please ensure that you understand and agree to all applicable terms and conditions for use of the selected payment service prior to using such third party payment services.

4.6 memmo may terminate the License Grant at any time if the Client breaches any payment terms and conditions. Upon termination, the Client shall immediately cease all use of the content and shall return or destroy all copies of the content in its possession or control. A Client may fulfill its obligations towards memmo through set-off any claim it has towards Meetly AB.

5. No right of withdrawal and cancellation of booking requests

5.1 You acknowledge and agree that the Content produced and delivered with reference to these Terms is personalised and specifically produced for you, which means that you do not have any statutory right of withdrawal.

5.2 Notwithstanding anything contrary in Section 5.1, you may as a Client cancel your Content request (i) up until the date upon which the Profile has accepted your Content request or (ii) before entering into an Agreement with memmo as set forth in Section 2.3. Should you wish to cancel your Content order prior to obtaining the Profiles’ acceptance, please contact us via [email protected]. You may also use the withdrawal form attached to these Terms in case you wish to withdraw from the contract prior to obtaining the Profiles’ acceptance.

6. License Grant

6.1 Without prejudice to Sections 6.2 below, you are hereby granted a personal, revocable, non-exclusive, non-transferrable, License Grant and limited right to access and use the Services on the terms and conditions included in these Terms. memmo reserves all rights not expressly granted under these Terms.

6.2. When purchasing Content, the Profile hereby grants to you a personal, non-transferrable and limited License Grant to use, distribute, reproduce and publicly display the Content for commercial purposes on (i) wholly-owned websites and (ii) social media accounts, such as Facebook, Instagram, LinkedIn, SnapChat, TikTok, or Twitter, unless otherwise is specifically agreed in writing; in each case, where the website and social media account is wholly-owned, operated, and controlled by you. You also have the right to advertise and promote the display of the Content on the aforementioned social media accounts. You may only use the Content for the reasonable promotional purposes (as described in these Terms or as otherwise agreed in writing) while you are subscribed to our License Grant (as set forth in section 4.2). Furthermore, you may sublicense your rights in the Content only to the extent necessary for you to use the Content as permitted under these Terms (for example, posting it on a website or social media account as set forth in this Section), and only while you are subscribed to our License Grant.

6.3 The Content may not be used in connection with any other content that (explicitly or implicitly) is or may be considered offensive or harmful, including, but not limited to, illegal, abusive, harassing, threatening, indecent, profane, obscene, hateful, racist, derogatory, harmful to any reputation, pornographic or otherwise objectionable content.

6.4 Unless specifically agreed in writing, you may not edit, amend, develop or make any modification to the Content. If asked by memmo or the Profile, you are required to take down the Content from any platform it has been uploaded to, including but not limited to social media platforms.

6.6 The memmo watermark on memmo Content must remain intact and you agree not to edit, change, modify, cover, or remove the watermark from any memmo Content or assist or encourage any third party to do so, unless otherwise explicitly approved by memmo. However, if the option to remove the watermark in memmo Content has been confirmed and paid for, the user is allowed to download and use the memmo Content without any watermark.

6.7 Your right to use the Services (including all parts thereof) and the Content is subject to your continued compliance with these Terms and applicable third party terms and conditions.

6.8 Unless otherwise specified by memmo in writing, you may not copy, modify, change, reverse engineer or disassemble the Services (or parts thereof), including, but not limited to, text, graphics, logos, icons, pictures, sound files, digital downloads, object code, source code and/or other thereto related material. You are expressly prohibited from any use of data mining, robots or similar data gathering and extraction tools in your use of the Services.

6.9 memmo's trademarks, trade names and other signs included or referenced on the Services (the "Marks") are protected by national and international trademark laws. All use of the Marks is strictly prohibited without memmo's prior written approval. The Marks may not be used in connection with any product or service that is not approved by memmo or in any manner that is likely to cause confusion among customers or that disparages or discredits memmo.

6.10 If you are a commercial entity, you agree that we may display advertising with or in connection with you. You further acknowledge and agree that memmo has no obligation to you in relation to any advertising displayed on or in connection with our website www.memmo.me (including no obligation to share any revenue received by memmo as a result of any such advertising).

7. Ownership

7.1 For the avoidance of doubt, except for the limited rights expressly granted to memmo in these Terms, memmo shall retain all right, title, and interest in and to the content, including all intellectual property rights, which are sub-licensed to you via the License Grant

7.2 Save for User Generated Content and 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.

7.3 Nothing in these terms shall be interpreted as a transfer of any of memmo's material or intellectual property rights.

7.4 Notwithstanding anything to the contrary in these Terms, you hereby grant to memmo a limited licence to retain and use any result from your use of the Services for the sole purpose of improving and developing memmo products and services.

8. Exclusivity

8.1 You agree to engage and receive requested Content from the Profiles solely via memmo on an exclusive basis and up to five (5) years from any form of termination of the contractual relationship between the parties, this includes any Content request which originated through the memmo platform, or any of its employees and representatives. For the avoidance of doubt, You shall not engage in any contractual relationship directly or indirectly with any Profile by itself or via any third parties unless specifically stated and approved by memmo in writing

9. Personal data and other information

9.1 If you are a consumer or an individual providing personal data, you hereby confirm that you have received information regarding our processing of your personal data, which is available on the memmo.me website.

10. Liability, non-warranty and indemnity

10.1 memmo endeavours to keep the Services available at all times and to correct errors and defects without unnecessary delay. However, memmo neither represents nor warrants that the Services will be continuous, uninterrupted or error-free or that any defects will be corrected. Unless specifically agreed in writing, the Services and/or any product or other service provided by memmo are provided on an "as-is" and "as available" basis, without any express or implied warranties whatsoever, including, but not limited to, implied warranties of non-infringement, merchantability and fitness for a particular purpose. Accessibility to the Services may cease to exist permanently at any time.

10.2 You acknowledge and accept that the Services may become unavailable due to planned or unplanned service, maintenance and/or updates.

10.3 memmo expressly disclaims any liability in relation to third party content, including, but not limited to, User Generated Content.

10.4 You agree to indemnify, defend, and hold harmless memmo from and against any and all claims, costs, proceedings, demands, losses, damages, and expenses (including reasonable attorneys' fees and costs) of any kind or nature, arising from, out of, in connection with, (a) these Terms; or (b) use of our Site.

10.5 You also agree to indemnify, defend, and hold harmless the Profiles from and against any and all claims, costs, proceedings, demands, losses, damages, and expenses (including reasonable attorneys' fees and costs) of any kind or nature, arising from, out of, in connection with, or relating to any of the services specified in section 2.

10.6 Furthermore, you agree to indemnify, memmo and the Profiles against any and all claims, damages, losses, and expenses, including reasonable attorney's fees, arising out of or in connection with the Client's use of the Content outside of the License Grant window.

10.7 If the Services contain links to Services or resources provided by third parties, such links are only provided for informational purposes, and memmo has no control or liability for the content of such Services or resources.

10.8 You are responsible for the communication between your hardware and the Services, and that you have the hardware and software necessary to access and use the Services. You are solely liable for defects and limitations in your own software, hardware or telecommunications services.

10.9 Subject to the maximum extent permitted by law, memmo disclaims from all liability, such as negligent breaches of these Terms, direct and indirect damages, including, but not limited to, loss of profits, business interruption, reputational harm, or loss of data (even if memmo has been advised of the possibility of such damages or such damages are foreseeable) arising out of and in any way connected with your use of, or inability to use, the Services. All potential liability of memmo, arising as result of the contractual relationship between memmo and the Client under these Terms, shall be capped to SEK 25,000.

11. Copyright Policy

11.1 memmo respects the intellectual property rights of others and expects Users of its services to do the same. memmo will respond to notices of alleged copyright infringement that are properly provided.

11.2 If you believe or suspect that any User Generated Content, Content or other material used on or within the Services or in conjunction with any product or service offered by memmo is in breach of the Terms or is used in a way that constitutes copyright infringement, please provide us with the following information: (i) a physical or electronic signature of the copyright owner or a person authorised to act on their behalf; (ii) identification of the copyrighted work claimed to have been infringed; (iii) identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed (information reasonably sufficient to permit us to locate the material); (iv) your contact information, such as your address, telephone number, and an email address; (v) a statement by you that you have a good faith belief that use of the material in the manner complained of is not authorised by the copyright owner, its agent, or the law; and (vi) a statement that the information in the notification is accurate and that you are authorised to act on behalf of the copyright owner.

11.3 For notice of alleged copyright infringement, contact us at [email protected]

12. Links

12.1 The Services may provide links or references to third party websites or services. memmo has no particular knowledge of information contained in such other websites and services and does not endorse companies or products to which it links. memmo does not have any responsibility for the contents or policies of such other websites and services, and does not accept any liability for any damages resulting from your access to or use of such other websites and services. For the avoidance of doubt, memmo neither endorses nor verifies the content, offerings or conduct of third parties. If you decide to access any of the third party websites or services linked to the Services, you do so entirely at your own risk. memmo reserves the right to terminate any link or linking program at any time.

13. Force majeure

13.1 Any failure or delay by memmo in the performance of its obligations of its services shall not be deemed a breach of its obligations to you if such failure or delay to the extent such failure or delay is caused by fire, flood, earthquake, elements of nature, public utility electrical failure, pandemics, acts of war, terrorism, riots, civil disorders, rebellions or revolutions, strikes, lockouts, or labour difficulties, court order, outage, delays or disruptions of the Internet or telecommunications networks, third party non-performance or any other similar cause beyond the reasonable control of memmo. memmo does not accept any liability for the consequences arising out of any such force majeure events.

14. Entire agreement, Amendments and changes

14.1 Unless otherwise expressly agreed, these Terms constitute the entire agreement between memmo and the User concerning the Services, and replaces all earlier agreements and understandings between us.

14.2 memmo reserves the right to amend or change these Terms at any time. Any changes to these Terms will be notified to Users in advance and will enter into force upon acceptance by the Users. If you do not accept the amended or new Terms you may not access, use or continue to use the Services. memmo advises you to periodically review the Terms in order to be informed of any changes.

14.3 memmo reserves the right to change or modify the content and functions of the Services at any time without prior notification and will not be liable to any party in any way for possible consequences of such changes. memmo may suspend, discontinue or restrict access to any portion of the Services at any time and without notice.

14.4 By using the Services after amendments and/or changes have entered into force, you have agreed to any and all such amendments and/or changes.

14.5 memmo does not undertake to archive previous versions of these Terms. Instead, memmo recommends that you print and save a copy of each and every version of these Terms.

15. Miscellaneous

15.1 memmo may wish to transfer all or part of our rights or responsibilities under these Terms to a third party without obtaining your consent. Provided that such transfer does not (in memmo's view) cause any significant disadvantage to you, you hereby agree to such transfers.

15.2 Without memmo's prior written consent, you may not transfer any of your rights granted under these Terms.

15.3 If at any time any provision of these Terms is or becomes invalid, illegal or unenforceable under applicable law, the validity, legality and enforceability of the remainder of these Terms shall not be affected. In the event any provision is held in any proceeding to be invalid, illegal or unenforceable, the deficient provision shall be replaced with a new provision permitted by applicable law and having an economic effect as close as possible to the deficient provision.

15.4 Delay by either party to exercise a right or remedy under these Terms shall not affect such party's right to enforce such right or remedy at a later time, except for failure to exercise a right or remedy within a time limit specified herein. A waiver by any party of any breach of any provision under these Terms shall not be construed to be a waiver by such party in relation to subsequent breaches of such or other provisions herein.

16. Governing law and disputes

16.1 If you have any concerns or complaints, please contact memmo at [email protected]

16.2 These Terms shall be governed by Swedish law, without reference to its conflict of laws principles.

16.3 Any dispute arising out of your use of the Services with reference to these Terms shall be settled by the courts of Sweden, unless the law in your country of residence allows you to choose the courts of that country for the dispute in question.

16.4 Any dispute arising out of a commercial entity's use of the Services with reference to these Terms shall be settled by the Stockholm District Court.

16.5 As a consumer, you are also entitled to have disputes arising out of these Terms settled via alternative dispute resolution, provided that the dispute fulfils the requirement thereof (for example requirements pertaining to time and value). We undertake to contribute to alternative dispute resolution with consumers under the law on alternative dispute resolution in consumer relations. Relevant body for dispute resolution is: Allmänna reklamationsnämnden Box 174, 101 23 Stockholm www.arn.se The European Commission has developed a platform for dispute resolution out-of-court. This enables you to resolve disputes in connection with online orders, without having to initiate a court proceeding. The platform is available at the following link: http://ec.europa.eu/consumers/odr/

16.6 Sections 16.3 and 16.5 shall not apply to the extent that applicable law in your country of residence requires application of another law and/or jurisdiction and this cannot be excluded by contract.