Meemli Terms of Service

2014

Meemli is excited to offer you a chance to experience the beta version of the Meemli, Inc. (“Meemli”) web sites, services and networks (the “Meemli Service”). Should you have any questions concerning this Terms of Service, or if you desire to contact Meemli for any reason, our email address is contact@josephine.wedistill.com or you may also send a letter to PO Box 3908 Los Altos, CA 94024

The Meemli Service is available for individuals over 13 years of age. If you are over 13 but under the age of 18, we recommend you review these terms and conditions with your parent or guardian to make sure that you and your parent or guardian understand these terms and conditions.

The following Terms of Service for the Meemli Service (the “Terms of Service”) is a legal contract between you (collectively, “Users”) and Meemli regarding your evaluation of the Meemli Service. BY USING THE MEEMLI SERVICE, YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTOOD, AND AGREE TO BE BOUND BY THE FOLLOWING TERMS AND CONDITIONS. IF AT ANY TIME YOU DO NOT AGREE TO THIS TERMS OF SERVICE, PLEASE IMMEDIATELY TERMINATE YOUR USE OF THE MEEMLI SERVICE.

1. Eligibility. You may only use the Meemli service if you have received a username and password from Meemli and you are above the age of 13. All other use is prohibited.

2. Confidentiality. Because the Meemli Service is in development, information relating to the Meemli Service and its operation and capabilities is the confidential information of Meemli (the “Beta Confidential Information”). You may not disclose or disseminate the Beta Confidential Information to any third party without the prior written consent of Meemli. Beta Confidential Information also includes any content on the Meemli Service.

3. Privacy. Your privacy is important to Meemli. Meemli’s Privacy Policy is hereby incorporated into these Terms by reference. Please read the Privacy Policy carefully for information relating to Meemli’s collection, use, and disclosure of your personal information.

4. Grant of License to Use the Meemli Service

4.1 License Grant to Use.Subject to your compliance with the terms and conditions set out in this Terms of Service, Meemli hereby grants to you a personal, limited, non-exclusive, non-transferable, freely revocable license solely to use the Meemli Service and/or provide feedback to Meemli.

4.2 Feedback. We encourage you to provide feedback to Meemli, including but not limited to desired features, usability, bug reports and test results, with respect to the Meemli Service.

4.3 Prohibited Conduct.

(a) You may not rent, lease, loan, sell, resell, distribute, sublicense, or otherwise transfer any licenses granted in this Terms of Service.

(b) You may not allow anyone else access to or use of your username or password.

(c) Except and only to the extent that such activity is expressly permitted by applicable law, you may not:

i. reverse engineer any part of the Meemli Service

ii. modify, adapt, translate or create derivative works based upon the Meemli Service or any part thereof.

(d) You may not remove, circumvent, disable, damage or otherwise interfere with security-related features of the Meemli Service or features that enforce limitations on the use of the Meemli Service.

(e) You may not post or upload any content on the Meemli Service that is unlawful or that a reasonable person could deem to be objectionable, offensive, indecent, pornographic, harassing, threatening, distressing, vulgar, hateful, racially or ethnically offensive, or otherwise inappropriate.

(f) You may not impersonate any person or entity, falsely claim an affiliation with any person or entity, or access the Meemli Service accounts of others without permission, forge another person’s digital signature, misrepresent the source, identity, or content of information transmitted via the Meemli Service, or perform any other similar fraudulent activity.

(g) You may not make unsolicited offers, advertisements, proposals, or send junk mail or spam to other Users of the Meemli Service.

(h) You may not use the Meemli Service for any illegal purpose or in violation of any law or any treaty.

(i) You may not defame, harass, abuse, threaten or defraud Users of the Meemli Service, or collect, or attempt to collect, personal information about Users or third parties without their consent.

(j) You may not intentionally interfere with or damage operation of the Meemli Service or any user’s enjoyment of them, by any means, including uploading or otherwise disseminating viruses, adware, spyware, worms, or other malicious code.

5. Ownership. All title and rights in the Meemli Service (including but not limited to any trademarks, graphics, information, software, and services incorporated into the Meemli Service), the accompanying printed materials, bug reports, test results and other feedback provided by you are owned by Meemli or its suppliers. The Meemli Service is protected by United States laws, international conventions, and other applicable laws. Meemli reserves all rights not expressly granted in this Terms of Service.

6. Term and Termination

6.1 By Meemli. You agree that Meemli, in its sole discretion, for any or no reason, and without penalty, may terminate your use of or access to the Meemli Service.

6.2 By You. Your sole remedy with respect to any dissatisfaction with any policy or practice of Meemli in operating the Meemli Service is to terminate this Terms of Service. You may terminate this Terms of Service at any time by discontinuing use of all parts of the Meemli Service.

7. Indemnification. You agree to indemnify, save, and hold Meemli, its affiliated companies, contractors, employees, agents and its third-party suppliers, licensors, and partners harmless from any claims, losses, damages, liabilities, including legal fees and expenses, arising out of your use or misuse of the Meemli Service, any violation by you of this Terms of Service, or any breach of the representations, warranties, and covenants made by you herein (including section 2, Confidentiality). Meemli reserves the right, at your expense, to assume the exclusive defense and control of any matter for which you are required to indemnify Meemli, and you agree to cooperate with Meemli’s defense of these claims. Meemli will use reasonable efforts to notify you of any such claim, action, or proceeding upon becoming aware of it.

8. Disclaimers; No Warranties

8.1 “As Is”; No warranties. THE MEEMLI SERVICE IS IN BETA FORM. THE MEEMLI SERVICE IS PROVIDED TO YOU ON AN “AS IS”, “WITH ALL FAULTS” BASIS WITHOUT WARRANTY OF ANY KIND. TO THE FULLEST EXTENT PERMISSIBLE PURSUANT TO APPLICABLE LAW, MEEMLI, AND ITS AFFILIATES, PARTNERS, AND SUPPLIERS DISCLAIM ALL WARRANTIES (STATUTORY, EXPRESS OR IMPLIED), INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. YOU EXPRESSLY ACKNOWLEDGE THAT AS USED IN SECTION 7, THE TERM MEEMLI INCLUDES MEEMLI’S OFFICERS, DIRECTORS, EMPLOYEES, SHAREHOLDERS, AGENTS, LICENSORS AND SUBCONTRACTORS.

8.2 Accuracy. NOT LIMITING THE FOREGOING, MEEMLI, ITS SUPPLIERS, AFFILIATES, AND PARTNERS DO NOT WARRANT OR MAKE ANY REPRESENTATIONS REGARDING THE USE OR THE RESULTS OF THE USE OF THE MEEMLI SERVICE IN TERMS OF CORRECTNESS, ACCURACY, RELIABILITY, OR OTHERWISE.

9. Limitations of Liability

9.1 Limitation of Liability. UNDER NO CIRCUMSTANCES WILL MEEMLI BE HELD LIABLE FOR ANY SPECIAL, INDIRECT, INCIDENTAL, CONSEQUENTIAL, PUNITIVE, RELIANCE, OR EXEMPLARY DAMAGES (INCLUDING WITHOUT LIMITATION LOST BUSINESS, LOST REVENUES, LOSS OF USE OR ANY OTHER PECUNIARY OR NON-PECUNIARY LOSS OR DAMAGE OF ANY NATURE WHATSOEVER) ARISING FROM ANY CLAIM RELATING TO THIS TERMS OF SERVICE OR THE SUBJECT MATTER HEREOF, WHETHER SUCH CLAIM IS BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, EVEN IF AN AUTHORIZED REPRESENTATIVE OF MEEMLI HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT WILL MEEMLI’S TOTAL LIABILITY TO YOU FOR ALL DAMAGES, LOSSES, AND CAUSES OF ACTION ARISING OUT OF OR RELATING TO THIS TERMS OF SERVICE, YOUR USE OF THE MEEMLI SERVICE, OR YOUR INTERACTION WITH OTHER MEEMLI SERVICE USERS EXCEED THE AMOUNT PAID BY YOU, IF ANY, FOR ACCESSING THE MEEMLI SERVICE DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE DATE OF THE CLAIM OR ONE HUNDRED DOLLARS, WHICHEVER IS GREATER. APPLICABLE LAW MAY NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY OR INCIDENTAL OR CONSEQUENTIAL DAMAGES, AND IN SUCH CASES, MEEMLI’S LIABILITY WILL BE LIMITED TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW.

10. Miscellaneous

10.1 Waiver. The failure of Meemli to exercise or enforce any right or provision of this Terms of Service will not constitute a waiver of such right or provision. Any waiver of any provision of this Terms of Service will be effective only if in writing and signed by Meemli.

10.2 Governing Law. This Terms of Service will be governed by and construed in accordance with the laws of the State of California, without giving effect to any principles of conflicts of law. You agree that any action at law or in equity arising out of or relating to this Terms of Service will be filed only in the state or federal courts in and for Santa Clara County, California, and you hereby consent and submit to the personal and exclusive jurisdiction of such courts for the purposes of litigating any such action.

10.3 Severability. If any provision of this Terms of Service is held to be unlawful, void, or for any reason unenforceable, then that provision will be limited or eliminated from this Terms of Service to the minimum extent necessary and will not affect the validity and enforceability of any remaining provisions.

10.4 Assignment. This Terms of Service, and any rights and licenses granted hereunder, may not be transferred or assigned by you, but may be assigned by Meemli without restriction. Any assignment attempted to be made in violation of this Terms of Service shall be void.

10.5 Survival. Upon termination of this Terms of Service, any provision which, by its nature or express terms should survive, will survive such termination or expiration, including without limitation, sections 8, 9 and 10.

10.6 Headings. The heading references herein are for convenience purposes only, do not constitute a part of this Terms of Service, and will not be deemed to limit or affect any of the provisions hereof.

10.7 Entire Agreement. This is the entire agreement between you and Meemli relating to the subject matter herein and will not be modified except in writing, signed by both parties.