Terms of Service

Welcome and thank you for your interest in Memelord Movies Corporation ("Memelord", "we", "us" or "our"). These Terms of Service ("Terms of Service", and together with any applicable Supplemental Terms (as defined in Section 1.2 (Supplemental Terms)), the "Agreement") describes the terms and conditions that apply to your use of (a) the website located at https://www.memelord.com/tos and its subdomains and any of Memelord's other websites on which a link to these Terms of Service appear (collectively, the "Website"), (b) any mobile application(s) that we offer subject to these Terms of Service (each, an "Application"), and (c) the services, content, and other resources made available by Memelord via our Website or any Application, (collectively, with our Applications and Website, the "Service").

PLEASE READ THIS AGREEMENT CAREFULLY. THIS AGREEMENT GOVERNS THE USE OF THE SERVICE AND APPLIES TO ALL USERS VISITING OR ACCESSING THE SERVICE. BY ACCESSING OR USING THE SERVICE IN ANY WAY, ACCEPTING THIS AGREEMENT BY CLICKING ON THE "I ACCEPT" BUTTON, COMPLETING THE ACCOUNT REGISTRATION PROCESS, BROWSING THE WEBSITE OR DOWNLOADING THE APPLICATION, YOU REPRESENT THAT: (1) YOU HAVE READ, UNDERSTAND, AND AGREE TO BE BOUND BY THIS AGREEMENT, (2) YOU ARE OF LEGAL AGE TO FORM A BINDING CONTRACT WITH MEMELORD, (3) YOU ARE NOT BARRED FROM USING THE SERVICE UNDER THE LAWS OF THE UNITED STATES, YOUR PLACE OF RESIDENCE OR ANY OTHER APPLICABLE JURISDICTION; AND (4) YOU HAVE THE AUTHORITY TO ENTER INTO THIS AGREEMENT PERSONALLY OR, IF YOU ARE ACCESSING OR USING THE SERVICE ON BEHALF OF AN ENTITY, ON BEHALF OF THE ENTITY IDENTIFIED IN THE ACCOUNT REGISTRATION PROCESS. IF THE INDIVIDUAL ENTERING INTO THIS AGREEMENT IS DOING SO ON BEHALF OF AN ENTITY, ALL REFERENCES TO "YOU" OR "YOUR" IN THIS AGREEMENT WILL ALSO BE DEEMED TO REFER TO SUCH ENTITY. IF YOU DO NOT AGREE TO BE BOUND BY THE TERMS OF SERVICE, YOU MAY NOT ACCESS OR USE THE SERVICE.

SECTION 15 CONTAINS PROVISIONS THAT GOVERN HOW TO RESOLVE DISPUTES BETWEEN YOU AND MEMELORD. AMONG OTHER THINGS, SECTION 15 INCLUDES AN AGREEMENT TO ARBITRATE WHICH REQUIRES, WITH LIMITED EXCEPTIONS, THAT ALL DISPUTES BETWEEN YOU AND US SHALL BE RESOLVED BY BINDING AND FINAL ARBITRATION. SECTION 15 ALSO CONTAINS A CLASS ACTION AND JURY TRIAL WAIVER. PLEASE READ SECTION 15 CAREFULLY.

UNLESS YOU OPT OUT OF THE ARBITRATION AGREEMENT WITHIN THIRTY (30) DAYS IN ACCORDANCE WITH SECTION 15: (1) YOU WILL ONLY BE PERMITTED TO PURSUE DISPUTES OR CLAIMS AND SEEK RELIEF AGAINST US ON AN INDIVIDUAL BASIS, NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY CLASS OR REPRESENTATIVE ACTION OR PROCEEDING, AND YOU WAIVE YOUR RIGHT TO PARTICIPATE IN A CLASS ACTION LAWSUIT OR CLASS-WIDE ARBITRATION; AND (2) YOU ARE WAIVING YOUR RIGHT TO PURSUE DISPUTES OR CLAIMS AND SEEK RELIEF IN A COURT OF LAW AND TO HAVE A JURY TRIAL.

ANY DISPUTE, CLAIM OR REQUEST FOR RELIEF RELATING IN ANY WAY TO YOUR USE OF THE SERVICE WILL BE GOVERNED AND INTERPRETED BY AND UNDER THE LAWS OF THE STATE OF NEW YORK, WITHOUT GIVING EFFECT TO ANY PRINCIPLES THAT PROVIDE FOR THE APPLICATION OF THE LAW OF ANY OTHER JURISDICTION. THE UNITED NATIONS CONVENTION ON CONTRACTS FOR THE INTERNATIONAL SALE OF GOODS IS EXPRESSLY EXCLUDED FROM THIS AGREEMENT.

SUBSCRIPTION PURCHASE AND AUTORENEWAL. IF YOU PURCHASE A SUBSCRIPTION TO ANY SERVICE FOR A TERM (THE "INITIAL TERM"), THEN YOUR SUBSCRIPTION WILL BE AUTOMATICALLY RENEWED FOR ADDITIONAL PERIODS OF THE SAME DURATION AS THE INITIAL SUBSCRIPTION TERM AT MEMELORD'S THEN-CURRENT FEE FOR SUCH SERVICE UNLESS YOU OPT OUT OF THE AUTOMATIC RENEWAL IN ACCORDANCE WITH SECTION 7.4(a) (AUTOMATIC RENEWAL) BELOW.

PLEASE BE AWARE THAT SECTION 1.4 (MEMELORD COMMUNICATIONS) OF THE AGREEMENT, BELOW, CONTAINS YOUR OPT-IN CONSENT TO RECEIVE COMMUNICATIONS FROM US, INCLUDING VIA E-MAIL AND TEXT MESSAGE.

THE AGREEMENT IS SUBJECT TO CHANGE BY MEMELORD IN ITS SOLE DISCRETION AT ANY TIME AS SET FORTH IN SECTION 16.6 (Agreement updates).

USE OF THE SERVICE.

The Service and the information and content available on the Service are protected by applicable intellectual property (including copyright) laws.

Description of Service.

The Service may allow you to create, edit, and customize memes using images, text tools, templates, AI Tools (defined below), and other features that we make available to you from time to time in our sole discretion. You may upload your own content or work with materials provided through the Service by Memelord or other users to generate your memes. The Service may give you the ability to download or share your completed works, subject to this Agreement. Additional features may be added from time to time in our sole discretion.

AI Tools.

Our Service leverages certain generative AI tools (including AI Services made available by third parties, as defined below, and collectively the "AI Tools") to enable customers to enhance creative workflows by using such AI Tools and other editing tools to design, generate, and edit static and audiovisual creative works.

YOU, AND NOT MEMELORD, SHALL BE SOLELY RESPONSIBLE FOR YOUR USE OF THE AI TOOLS. YOU ACKNOWLEDGE AND AGREE THAT ANY CONDUCT YOU ENGAGE IN AS A RESULT OF THE INFORMATION PROVIDED BY THE AI TOOLS IS AT YOUR OWN RISK.

BECAUSE AI TOOLS UTILIZE ARTIFICIAL INTELLIGENCE TO COMMUNICATE WITH YOU, THE AI TOOLS MAY PROVIDE INFORMATION THAT IS AN INACCURATE OR INAPPROPRIATE RESPONSE TO YOUR REQUESTS IN ITS INTERACTIONS WITH YOU. YOU AGREE THAT MEMELORD WILL NOT BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY AI TOOLS PROVIDING INACCURATE OR INAPPROPRIATE OUTPUT TO YOU.

Supplemental Terms.

Your use of, and participation in, certain features and functionality of the Service may be subject to additional terms ("Supplemental Terms"). Such Supplemental Terms will either be set forth in the applicable supplemental Service or will be presented to you for your acceptance when you sign up to use the supplemental Service. If these Terms of Service are inconsistent with the Supplemental Terms, then the Supplemental Terms control with respect to such supplemental Service.

Updates.

You understand that the Service is evolving. As a result, Memelord may require you to install updates to the Applications that you have installed on the devices through which you access or use the Service ("Device"). You acknowledge and agree that Memelord may update the Service with or without notifying you. You may need to update third-party software from time to time in order to continue to use the Service. Any future release, update or other addition to the Service shall be subject to this Agreement.

Memelord Communications.

Generally. You may have the opportunity to provide us with your phone number or e-mail address. By providing your phone number or email address to us, you consent to receive SMS/text messages, and email communications from Memelord.

Promotional Email Communications. If you opt-in to receive marketing or promotional email communications from us, you will have the ability to opt out of receiving such communications by following the unsubscribe instructions in the communication itself.

Electronic Communications. The communications between you and Memelord use electronic means. For contractual purposes, you (a) consent to receive communications from Memelord in an electronic form; and (b) agree that all terms and conditions, agreements, notices, disclosures, and other communications that Memelord provides to you electronically satisfy any legal requirement that such communications would satisfy if they were to be in a hardcopy writing. The foregoing does not affect your non-waivable rights or your statutory rights, including but not limited to the Electronic Signatures in Global and National Commerce Act at 15 U.S.C. §7001 et seq.

REGISTRATION.

Registering Your Account.

In order to access certain features of the Service, you may be required to register an account on the Service ("Account") or have an account with the app store from which you downloaded the Application.

Registration Data.

In registering an Account on the Service, you shall (a) provide true, accurate, current, and complete information about yourself as prompted by the registration form (the "Registration Data"), and (b) maintain and promptly update the Registration Data to keep it true, accurate, current, and complete.

Your Account.

Notwithstanding anything to the contrary herein, you acknowledge and agree that you have no ownership or other property interest in your Account, and you further acknowledge and agree that all rights in and to your Account are and will forever be owned by and inure to the benefit of Memelord. Furthermore, you are responsible for all activities that occur under your Account. You shall monitor your Account to restrict use by minors, and you will accept full responsibility for any unauthorized use of the Service by minors. You may not share your Account or password with anyone, and you agree to notify Memelord immediately of any unauthorized use of your password or any other breach of security. If you provide any information that is untrue, inaccurate, incomplete or not current, or Memelord has reasonable grounds to suspect that any information you provide is untrue, inaccurate, incomplete or not current, Memelord has the right to suspend or terminate your Account and refuse any and all current or future use of the Service (or any portion thereof). You agree not to create an Account using a false identity or information, or on behalf of someone other than yourself. You shall not have more than one Account at any given time. Memelord reserves the right to remove or reclaim any usernames at any time and for any reason, including but not limited to, claims by a third party that a username violates the third party's rights. You agree not to create an Account or use the Service if you have been previously removed by Memelord, or if you have been previously banned from any of the Service.

Eligibility.

You represent and warrant that: You are (i) at least eighteen (18) years old; (ii) of legal age to form a binding contract; and (iii) not a person barred from using the Service under the laws of the United States, your place of residence or any other applicable jurisdiction. None of: (i) you; (ii) any affiliate of any entity on behalf of which you are entering into this Agreement; (iii) any other person having a beneficial interest in any entity on behalf of which you are entering into this Agreement (or in any affiliate thereof); or (iv) any person for whom you are acting as agent or nominee in connection with this Agreement is: (A) a country, territory, entity or individual named on an OFAC list as provided at https://www.treas.gov/ofac, or any person or entity prohibited under the OFAC programs, regardless of whether or not they appear on the OFAC list; or (B) a senior foreign political figure, or any immediate family member or close associate of a senior foreign political figure.

Access Through a Third-Party Account.

The Service may allow you to link your Account with an account you hold on a third-party social networking or social media service, email server, or other Third-Party Service (each, a "Third-Party Account") by allowing Memelord to access your Third-Party Account, as is permitted under the applicable terms and conditions that govern your use of each Third-Party Account. You represent that you are entitled to disclose your Third-Party Account login information to Memelord and/or grant Memelord access to your Third-Party Account (including, but not limited to, for use for the purposes described herein) without breach by you of any of the terms and conditions that govern your use of the applicable Third-Party Account and without obligating Memelord to pay any fees or making Memelord subject to any usage limitations imposed by such third-party service providers. By granting Memelord access to any Third-Party Account, you understand that Memelord may access, make available and store (if applicable) any information, data, text, software, music, sound, photographs, graphics, video, messages, tags and/or other materials ("Content") that you have provided to and stored in your Third-Party Account ("Linked Account Content") so that it is available on and through the Service. Depending on the Third-Party Accounts you choose and subject to the privacy settings that you have set in such Third-Party Accounts, personally identifiable information that you post to your Third-Party Accounts may be available on and through your Account on the Service. If a Third-Party Account or associated service becomes unavailable, or Memelord's access to such Third-Party Account is terminated by the third-party service provider, then Linked Account Content will no longer be available on and through the Service. YOUR RELATIONSHIP WITH THE THIRD-PARTY SERVICE PROVIDERS ASSOCIATED WITH YOUR THIRD-PARTY ACCOUNTS IS GOVERNED SOLELY BY YOUR AGREEMENT(S) WITH SUCH THIRD-PARTY SERVICE PROVIDERS, AND MEMELORD DISCLAIMS ANY LIABILITY FOR PERSONALLY IDENTIFIABLE INFORMATION THAT MAY BE PROVIDED TO IT BY SUCH THIRD-PARTY SERVICE PROVIDERS IN VIOLATION OF THE PRIVACY SETTINGS THAT YOU HAVE SET IN SUCH THIRD-PARTY ACCOUNTS. Memelord makes no effort to review any Linked Account Content for any purpose, including but not limited to, for accuracy, legality or noninfringement, and Memelord is not responsible for any Linked Account Content.

Necessary Equipment and Software.

You must provide all equipment and software necessary to connect to the Service, including but not limited to, a mobile device that is suitable to connect with and use the Service as applicable. You are solely responsible for any fees, including Internet connection or mobile fees, that you incur when accessing the Service.

CONTENT.

Types of Content.

Subject to your compliance with this Agreement, you may share or upload Content through the Service, including by way of your prompts, comments, questions, and other input that you provide to any AI Tools or other areas of the Service (collectively, "Input"). You, and not Memelord, are entirely responsible for all Input that you upload, share, post, email, transmit, query or otherwise make available through or to the Service. When you make available any Input on or to the Service, you represent that you own and/or have sufficient rights to use such Input in connection with the Service, including to grant the license set forth in Section 3.3 (License to Your Content). If you do not have such rights in any Content, you agree that you will not make such Content available through the Service as Input. In response to any prompts, comments, questions, and other Input that You provide to the Service, the Service, together with AI Tools, may generate new Content based on such Input ("Output"). You acknowledge that the Outputs are based on your Inputs, and that Memelord has no control over any such Inputs. Accordingly, all Outputs are provided "as is" and with "all faults", and Memelord makes no representations or warranties of any kind or nature with respect to any Inputs or Outputs, including any warranties of accuracy, completeness, truthfulness, timeliness or suitability. You acknowledge and agree that (a) you, and not Memelord, are solely responsible for your use of your Outputs created through the Service; and (b) you assume all risks associated with your use of any Outputs, including any potential copyright infringement claims from third parties, any disclosure of your Outputs that personally identifies you or any third party, or any reputational damage to you or any third party arising from any Output or your disclosure thereof. YOU ARE SOLELY RESPONSIBLE FOR REVIEWING ANY OUTPUT PRIOR TO ITS USE AND EXERCISING YOUR OWN JUDGEMENT AS TO ITS SUITABILITY FOR USE.

Ownership of Content.

Memelord does not claim ownership of any Inputs or Outputs (collectively, "Your Content"). Subject to Section 3.3 (License to Your Content), as between Memelord and you, you are the owner of all right, title and interest in Your Content. Notwithstanding the foregoing, given the nature of artificial intelligence which powers the Service through AI Tools, you acknowledge that: (a) Output may not be unique across users and the Service may generate the same or similar output for another user under similar terms, and you do not have any right, title or interest in or to any output provided to other users, regardless of the level or degree of similarity with the Outputs; (b) Memelord does not represent or warrant that the Outputs are protected or protectible by any intellectual property rights under applicable law; and (c) Memelord does not guarantee that (i) you will exclusively own or have any or all necessary rights to use the Output for your intended purposes, or (ii) the Output does not incorporate, infringe or misappropriate the intellectual property or proprietary rights of any third party.

License to Your Content.

You acknowledge that the Service utilizes certain AI Tools, including artificial intelligence and machine learning algorithms that can be trained to recognize and search for certain patterns (including natural language patterns), information, objects and events, and that such recognition is developed over time based on your use of the Service, Your Content and other users' Content. Accordingly, subject to any applicable Account settings that may be made available to you, you grant Memelord a non-exclusive, transferable, perpetual, irrevocable, worldwide, fully-paid, royalty-free, sublicensable (through multiple tiers of sublicensees) right (including any moral rights) and license to use, copy, reproduce, modify, adapt, prepare derivative works from, translate, distribute, publicly perform, publicly display and derive revenue or other remuneration from Your Content (in whole or in part) for the purposes of operating and providing the Service to you and to our other users (including after you cease use of the Service or terminate this Agreement), developing and improving other products and services, or for any other purpose. Without limiting the foregoing, you acknowledge that Your Content may be used by Memelord, or third-party providers of AI Tools, to train, develop, enhance, evolve and improve the Service and the underlying artificial intelligence models, algorithms and related technology, products and services (including for labeling, classification, content moderation and model training purposes). Notwithstanding the foregoing, Memelord does not offer for sale or sell the personal data of its users. For more information on how we use your personal data, please visit our Privacy Policy.

Content Provided by Other Users.

The Service may contain Content provided by other users. Memelord is not responsible for and does not control such Content. Memelord does not approve or endorse, or make any representations or warranties with respect to such Content. You use all Content and interact with other users at your own risk.

AI Services.

Our Service utilizes certain third-party artificial intelligence and deep learning platforms, algorithms, tools and models ("AI Services") to generate Output. You acknowledge and agree that Memelord may share your Inputs with the AI Services for this purpose and such AI Services may not be required to maintain the confidentiality of any of Your Content. Further, you understand that additional license requirements may apply to certain AI Services, including that such AI Services may retain certain rights to use or disclose Your Content, including to further train their algorithmic models. You must review and comply with any such requirements prior to your use of any service that relies on AI Services. You assume all risks associated with your use of such AI Services. Memelord will have no liability for the unavailability of any AI Services, or any third party's decision to discontinue, suspend or terminate any AI Services.

Content Restrictions.

Your use of the Service must comply at all times with the terms of this Agreement, applicable law, and any applicable AI Services terms. Without limiting the foregoing, you must not share Content on or through the Service, or attempt to create Output through the Service, that: (a) is unlawful, threatening, abusive, harassing, defamatory, libelous, deceptive, fraudulent, invasive of another's privacy, tortious, obscene, pornographic, offensive, or profane; (b) infringes or misappropriates any third party's intellectual property rights or other proprietary rights; (c) contains any viruses, worms or other malicious computer programming codes that may damage the Service; (d) contains any personal information, such as financial, medical or other sensitive personal information such as government IDs, passport numbers or social security numbers; (e) involves commercial activities and/or sales, such as contests, sweepstakes, barter, advertising, or pyramid schemes, or (f) violates the terms of any applicable AI Services. You may not post or make available any Content that includes any identifiable person or any of their personal characteristics without that person's permission.

Storage.

Unless expressly agreed to by Memelord in writing elsewhere, Memelord has no obligation to store any of Your Content. Memelord has no responsibility or liability for the deletion or accuracy of any Content, including Your Content; the failure to store, transmit, or receive transmission of Content; or the security, privacy, storage, or transmission of other communications originating with or involving use of the Service. Certain features and functionality of the Service may enable you to specify the level at which the Service restricts access to Your Content. In such cases, you are solely responsible for applying the appropriate level of access to Your Content. If you do not choose a level of access, the system may default to its most permissive setting.

OWNERSHIP.

The Service.

Except with respect to Your Content, you agree that Memelord and its suppliers or licensors own all rights, title and interest in the Service. You shall not remove, alter or obscure any copyright, trademark, service mark or other proprietary rights notices incorporated in or accompanying any Service.

Your Content.

Memelord does not claim ownership of Your Content. However, when you make available any Content on or to the Service, you represent that you own and/or have sufficient rights to Your Content to grant the license set forth in Section 3.3 (License to Your Content).

Username.

Notwithstanding anything contained herein to the contrary, by submitting Your Content to any forums, comments, or any other area on the Service, you hereby expressly permit Memelord to identify you by your username (which may be a pseudonym) as the contributor of Your Content in any publication in any form, media or technology now known or later developed in connection with Your Content.

Feedback.

You agree that submission of any ideas, suggestions, documents, and/or proposals to Memelord through its suggestion, feedback, forum, or similar pages ("Feedback") is at your own risk and that Memelord has no obligations (including without limitation obligations of confidentiality) with respect to such Feedback. You represent and warrant that you have all rights necessary to submit the Feedback. You hereby grant to Memelord a fully paid, royalty-free, perpetual, irrevocable, worldwide, non-exclusive, and fully sublicensable right and license to use, reproduce, perform, display, distribute, adapt, modify, re-format, create derivative works of, and otherwise commercially or non-commercially exploit in any manner, any and all Feedback, and to sublicense the foregoing rights, in connection with the operation and maintenance of the Service and/or Memelord's business.

USER CONDUCT AND CERTAIN RESTRICTIONS.

Restricted Use of the Service.

As a condition of use, you agree not to use the Service for any purpose that is prohibited by this Agreement or by applicable law. You shall not (and shall not permit any third party to): (a) license, sell, rent, lease, transfer, assign, reproduce, distribute, host or otherwise commercially exploit the Service or any portion of the Service; (b) frame or utilize framing techniques to enclose any trademark or logo located on the Service or any other portion of the Service (including images, text, page layout or form); (c) use any metatags or other "hidden text" using Memelord's name or trademarks; (d) modify, translate, adapt, merge, make derivative works of, disassemble, decompile, reverse compile or reverse engineer any part of the Service except to the extent the foregoing restrictions are expressly prohibited by applicable law; (e) use any manual or automated software, devices or other processes (including but not limited to spiders, robots, scrapers, crawlers, avatars, data mining tools, or the like) to "scrape" or download data from any web pages contained in the Service (except that we grant the operators of public search engines revocable permission to use spiders to copy materials from the Service for the sole purpose of and solely to the extent necessary for creating publicly available searchable indices of the materials, but not caches or archives of such materials); (f) remove or destroy any copyright notices or other proprietary markings contained on or in the Service; (g) impersonate any person or entity, including any employee or representative of Memelord; or (h) interfere with or attempts to interfere with the proper functioning of the Service or use the Service in any way not expressly permitted by this Agreement, including but not limited to violating or attempting to violate any security features of the Service, introducing viruses, worms, or similar harmful code into the Service, or interfering or attempting to interfere with use of the Service by any other user, host, or network, including by means of overloading, "flooding," "spamming," "mail bombing," or "crashing" the Service.

Prohibited Content.

You agree not to take any action or make available any Content on or through the Service (including through use of any AI Tool) that: (a) is unlawful, threatening, abusive, harassing, defamatory, libelous, deceptive, fraudulent, invasive of another's privacy, tortious, obscene, offensive, or profane; (b) constitutes unauthorized or unsolicited advertising, junk or bulk email; (c) involves regulated commercial activities and/or sales, such as contests, sweepstakes, barter, advertising, or pyramid schemes, except in strict compliance with applicable law; (d) is harmful to minors in any way; (e) falsely states or otherwise mispresents any person or entity, or your affiliation with any person or entity; (f) violates any law or contractual or fiduciary relationships to which you are bound, such as inside information, proprietary and confidential information learned or disclosed as part of employment relationships or under non-disclosure agreements; (g) infringes the rights of any person, including any person's intellectual property rights, or rights of publicity or privacy; (h) promotes discrimination, bigotry, racism, hatred, harassment or harm against any individual or group; (i) is violent or threatening, or promotes violence or actions that are threatening against any other person; or (j) promotes illegal or harmful activities. You may not upload, post, attempt to generate Content with any AI Tools, or otherwise make available a photograph of another person without that person's permission. The rights granted to you in this Agreement are subject to your compliance with the restrictions set forth in this section. Any unauthorized use of the Service terminates the licenses granted by Memelord pursuant to this Agreement.

INVESTIGATIONS, MONITORING, & NO OBLIGATION TO PRE-SCREEN CONTENT.

Memelord may, but is not obligated to, investigate, monitor, pre-screen, remove, refuse, or review the Service and/or Content, including Your Content and User Content, at any time. You hereby provide your irrevocable consent to such monitoring. You acknowledge and agree that you have no expectation of privacy concerning the transmission of Your Content, including without limitation chat, text, or voice communications.

Without limiting the foregoing, Memelord reserves the right to: (a) remove or refuse to post any of Your Content for any or no reason in our sole discretion; (b) take any action with respect to any of Your Content that we deem necessary or appropriate in our sole discretion, including if we believe that such Content violates this Agreement, infringes any intellectual property right or other right of any person or entity, threatens the personal safety of users of the Service or the public, or could create liability for Memelord; (c) disclose your identity or other information about you to any third party who claims that material posted by you violates their rights, including their intellectual property rights or their right to privacy; (d) take appropriate legal action, including without limitation, referral to and cooperation with law enforcement and/or other applicable legal authorities, for any illegal or unauthorized use of the Service or if Memelord otherwise believes that criminal activity has occurred; and/or (e) terminate or suspend your access to all or part of the Service for any or no reason, including without limitation, any violation of this Agreement. Upon determination of any possible violations by you of any provision of this Agreement, Memelord may, at its sole discretion immediately terminate your license to use the Service, or change, alter or remove Your Content, in whole or in part, without prior notice to you.

If Memelord believes that criminal activity has occurred, Memelord reserves the right to, except to the extent prohibited by applicable law, disclose any information or materials on or in the Service, including Your Content, in Memelord's possession in connection with your use of the Service, to (i) comply with applicable laws, legal process or governmental request, (ii) enforce this Agreement, (iii) respond to any claims that Your Content violates the rights of third parties, (iv) respond to your requests for customer service, or (v) protect the rights, property, or personal safety of Memelord, its users or the public, and all enforcement or other government officials, as Memelord in its sole discretion believes to be necessary or appropriate.

FEES AND PURCHASE TERMS.

Fees.

You shall pay all fees or charges ("Fees") to your Account in accordance with the fees, charges and billing terms in effect at the time a Fee is due and payable. Any Fees will be set forth on the Service at the time of the applicable transaction.

Payment Service Provider.

Memelord uses one or more third-party service providers for payment services (e.g., card acceptance, merchant settlement, and related services) ("Payment Service Provider"). Please note that online payment transactions may be subject to validation checks by our Payment Service Provider and your card issuer, and we are not responsible if your card issuer declines to authorize payment for any reason. For your protection, our Payment Service Provider uses various fraud prevention protocols and industry standard verification systems to reduce fraud and you authorize it to verify and authenticate your payment information. Your card issuer may charge you an online handling fee or processing fee. We are not responsible for this. In some jurisdictions, our Payment Service Provider may use third parties under strict confidentiality and data protection requirements for the purposes of payment processing services.

Payment.

By providing Memelord and/or our Payment Service Provider with your payment information, you agree that Memelord and/or our Payment Service Provider is authorized to immediately invoice your Account for all Fees due and payable to Memelord hereunder and that no additional notice or consent is required. You shall immediately notify Memelord and/or our Payment Service Provider of any change in your payment information to maintain its completeness and accuracy. Memelord reserves the right at any time to change its prices and billing methods in its sole discretion. You agree to have sufficient funds or credit available upon placement of any order to ensure that the purchase price is collectible by us. Your failure to provide accurate payment information to Memelord and/or our Payment Service Provider, as applicable, or our inability to collect payment constitutes your material breach of this Agreement. Except as expressly set forth in this Agreement, all Fees for the Service are non-refundable.

Subscriptions.

If you purchase access to certain features and functionality of the Service on a time-limited basis (a "Subscription"), the Fee ("Service Subscription Fee") for each term of such Subscription ("Subscription Term") will be billed at the start of such Subscription Term, or otherwise in accordance with your elections at the time of purchase. Memelord reserves the right to change the timing of our billing. Memelord reserves the right to change the Service Subscription Fee pricing at any time in accordance with Section 16.6 (Agreement Updates). If changes to the Service Subscription Fee occur that impact your Subscription, Memelord will use commercially reasonable efforts to notify you, such as by sending an email to the email address associated with your Account. If you do not agree with such changes, you may cancel your Subscription as set forth in Section 7.4(a)(i) (Cancelling Subscriptions).

Automatic Renewal.

If you elect to purchase a Subscription, your Subscription will continue and automatically renew for an additional Subscription Term at the expiration of the then-current Subscription Term, at Memelord's then-current price for such Subscription, until terminated in accordance with this Agreement. By subscribing, you authorize Memelord to charge the payment method designated in your Account now, and again at the beginning of any subsequent Subscription Term. Upon renewal of your Subscription, if Memelord does not receive payment, (i) you shall pay all amounts due on your Account upon demand and/or (ii) you agree that Memelord may either terminate or suspend your Subscription and continue to attempt to charge your designated payment method until payment is received (upon receipt of payment, your Account will be activated and for purposes of automatic renewal, your new Subscription commitment period will begin as of the day payment was received).

Cancelling Subscriptions.

If you purchased your Subscription directly from Memelord, you may cancel your Subscription through your Account. If you do not wish your Account to renew automatically, or if you want to change or terminate your Subscription, you must contact Memelord at the email listed in Section 16.15, or effect such change or termination through your Account. If you wish to cancel, change, or terminate a Subscription that you purchased from a third-party application store, you must do so prior to the expiration of the then-current Subscription Term via such third-party application store.

Effect of Cancellation.

If you cancel your Subscription, you may use your Subscription until the end of your then-current Subscription term; your Subscription will not be renewed after your then-current Subscription Term expires. However, except as set forth in Section 7.4(c), you will not be eligible for a prorated refund of any portion of the Service Subscription Fee paid for the then-current Subscription Term.

Upgrades and Downgrades.

If you choose to upgrade your Subscription in the middle of a Subscription Term, such upgrade will take effect immediately and any incremental fees associated with such upgrade will be charged in accordance with this Agreement. In any future Subscription Term, the Service Subscription Fees will reflect any such upgrades. If you choose to downgrade a Subscription, the downgrade will take effect as of the first day of the next Subscription Term. Downgrading a Subscription may cause loss of content, features, or capacity of the Service as available, and Memelord does not accept any liability for such loss.

Additional Cancellation and Refund Rights.

We will honor all additional statutory rights to which you may be entitled. If you believe you are entitled to additional rights, including the right to a refund, under the laws of your state, please contact us.

Taxes.

The Fees do not include any Sales Tax (defined below) that may be due in connection with the Service provided under this Agreement. If Memelord determines it has a legal obligation to collect Sales Tax from you in connection with this Agreement, Memelord shall collect such Sales Tax in addition to the Fees. If any Service, or payments for any Service, under this Agreement are subject to any Sales Tax in any jurisdiction and you have not remitted the applicable Sales Tax to Memelord, you shall be responsible for the payment of such Sales Tax and any related penalties or interest to the relevant tax authority, and you shall indemnify Memelord for any liability or expense Memelord may incur in connection with such Sales Taxes. Upon Memelord's request, you will provide it with official receipts issued by the appropriate taxing authority, or other such evidence that you have paid all applicable taxes. For purposes of this section, "Sales Tax" means any sales or use tax and any other tax measured by sales proceeds that is the functional equivalent of a sales tax where the applicable taxing jurisdiction does not otherwise impose a sales or use tax.

Withholding Taxes.

You shall make all payments of Fees to Memelord free and clear of, and without reduction for, any withholding taxes. Any such taxes imposed on payments of Fees to Memelord shall be your sole responsibility, and you shall provide Memelord with official receipts issued by the appropriate taxing authority, or such other evidence as we may reasonably request, to establish that such taxes have been paid.

Free Trials and Promotional Access.

Any free trial or other promotion that provides users access to the Service must be used within the specified time of the trial. At the end of the trial or promotional period, unless otherwise expressly specified when you sign up for such free trial or promotional service, your use of that Service will automatically roll into a paid Subscription at our then-current Service Subscription Fees and you will be charged for such Subscription as set forth in Section 7.4 (Subscriptions) if you do not cancel prior to the expiration of the previous Subscription Term. If you are inadvertently charged for a Subscription and provide us with written notice of the error, please contact us.

THIRD-PARTY SERVICE.

Third-Party Websites, Applications and Ads.

The Service may contain links to third-party websites, applications and advertisements for third parties (collectively, the "Third-Party Services"). When you click on a link to a Third-Party Service, we will not warn you that you have left the Service and you become subject to the terms and conditions (including privacy policies) of another website or destination. Such Third-Party Services are not under the control of Memelord. Memelord is not responsible for any Third-Party Services. Memelord provides these Third-Party Services only as a convenience and does not review, approve, monitor, endorse, warrant, or make any representations with respect to Third-Party Services, or any product or service provided in connection therewith. You use all links in Third-Party Services at your own risk. When you leave our Service, this Agreement and our policies no longer govern. You should review applicable terms and policies, including privacy and data gathering practices, of any Third-Party Services, and make whatever investigation you feel necessary or appropriate before proceeding with any transaction with any third party.

Sharing Your Content.

Memelord may provide tools through the Service that enable you to download Your Content, or to export Your Content to Third-Party Services, including through features that allow you to link your Account with a third-party account. By using one of these tools, you agree that Memelord may transfer that information to the applicable Third-Party Service. Memelord is not responsible for any Third-Party Service's use of your exported information.

Third-Party Application Access.

With respect to any Application accessed through or downloaded from the Apple App Store (an "App Store Sourced Application"), you shall only use the App Store Sourced Application (a) on an Apple-branded product that runs the iOS (Apple's proprietary operating system) and (b) as permitted by the "Usage Rules" set forth in the Apple Media Terms of Service, except that such App Store Sourced Application may be accessed, acquired, and used by other accounts associated with the purchaser via Apple's Family Sharing function, volume purchasing, or Legacy Contacts function. Notwithstanding the first sentence in this section, with respect to any Application accessed through or downloaded from the Google Play store (a "Google Play Sourced Application"), you may have additional license rights with respect to use of the Application on a shared basis within your designated family group.

Accessing and Downloading the Participant App from the Apple App Store.

The following applies to any App Store Sourced Application accessed through or downloaded from the Apple App Store:

1. You acknowledge and agree that (1) this Agreement is concluded between you and Memelord only, and not Apple, and (2) Memelord, not Apple, is solely responsible for the App Store Sourced Application and content thereof. Your use of the App Store Sourced Application must comply with the App Store Terms of Service.
2. You acknowledge that Apple has no obligation whatsoever to furnish any maintenance and support services with respect to the App Store Sourced Application.
3. In the event of any failure of the App Store Sourced Application to conform to any applicable warranty, you may notify Apple, and Apple will refund the purchase price for the App Store Sourced Application to you and to the maximum extent permitted by applicable law, Apple will have no other warranty obligation whatsoever with respect to the App Store Sourced Application. As between Memelord and Apple, any other claims, losses, liabilities, damages, costs, or expenses attributable to any failure to conform to any warranty will be the sole responsibility of Memelord.
4. You and Memelord acknowledge that, as between Memelord and Apple, Apple is not responsible for addressing any claims you have or of any third party relating to the App Store Sourced Application or your possession and use of the App Store Sourced Application, including, but not limited to: (1) product liability claims; (2) any claim that the App Store Sourced Application fails to conform to any applicable legal or regulatory requirement; and (3) claims arising under consumer protection or similar legislation.
5. You and Memelord acknowledge that, in the event of any third-party claim that the App Store Sourced Application or your possession and use of that App Store Sourced Application infringes that third party's intellectual property rights, as between Memelord and Apple, Memelord, not Apple, will be solely responsible for the investigation, defense, settlement and discharge of any such intellectual property infringement claim to the extent required by this Agreement.
6. You and Memelord acknowledge and agree that Apple, and Apple's subsidiaries, are third-party beneficiaries of this Agreement as related to your license of the App Store Sourced Application, and that, upon your acceptance of the terms and conditions of this Agreement, Apple will have the right (and will be deemed to have accepted the right) to enforce this Agreement as related to your license of the App Store Sourced Application against you as a third-party beneficiary thereof.
7. Without limiting any other terms of this Agreement, you must comply with all applicable third-party terms of agreement when using the App Store Sourced Application.

INDEMNIFICATION.

You shall indemnify and hold Memelord, its parents, subsidiaries, affiliates, officers, employees, agents, partners, suppliers, and licensors (each, a "Memelord Party" and collectively, the "Memelord Parties") harmless from any losses, costs, liabilities and expenses (including reasonable attorneys' fees) relating to or arising out of any and all of the following: (a) Your Content; (b) your use of, or inability to use, the Service; (c) your violation of this Agreement; (d) your violation of any rights of another party, including any user; or (e) your violation of any applicable laws, rules or regulations. Memelord reserves the right, at its own cost, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you will fully cooperate with Memelord in asserting any available defenses. This provision does not require you to indemnify any of the Memelord Parties for any unconscionable commercial practice by such party or for such party's fraud, deception, false promise, misrepresentation or concealment, or suppression or omission of any material fact in connection with the Service provided hereunder. You agree that the provisions in this section will survive any termination of your Account, this Agreement and/or your access to the Service.

DISCLAIMER OF WARRANTIES.

As Is.

YOU EXPRESSLY UNDERSTAND AND AGREE THAT TO THE EXTENT PERMITTED BY APPLICABLE LAW, YOUR USE OF THE SERVICE IS AT YOUR SOLE RISK, AND THE SERVICE IS PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS, WITH ALL FAULTS. THE MEMELORD PARTIES EXPRESSLY DISCLAIM ALL WARRANTIES, REPRESENTATIONS, AND CONDITIONS OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT ARISING FROM USE OF THE SERVICE.

THE MEMELORD PARTIES MAKE NO WARRANTY, REPRESENTATION OR CONDITION THAT: (1) THE SERVICE WILL MEET YOUR REQUIREMENTS (SUCH AS THE QUALITY, EFFECTIVENESS, REPUTATION AND OTHER CHARACTERISTICS OF SERVICE); (2) YOUR USE OF THE SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE OR ERROR-FREE; OR (3) THE ADVICE, RESULTS, OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED FROM USE OF THE SERVICE WILL BE ACCURATE OR RELIABLE.

ANY CONTENT DOWNLOADED FROM OR OTHERWISE ACCESSED THROUGH THE SERVICE IS ACCESSED AT YOUR OWN RISK, AND YOU ARE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR PROPERTY, INCLUDING, BUT NOT LIMITED TO, YOUR COMPUTER SYSTEM AND/OR ANY DEVICE YOU USE TO ACCESS THE SERVICE, OR ANY OTHER LOSS THAT RESULTS FROM ACCESSING SUCH CONTENT.

From time to time, Memelord may offer new "beta" features or tools with which its users may experiment. Such features or tools are offered solely for experimental purposes and without any warranty of any kind, and may be modified or discontinued at Memelord's sole discretion. The provisions of this section apply with full force to such features or tools.

No Liability for Conduct of Third Parties.

YOU ARE SOLELY RESPONSIBLE FOR ALL OF YOUR COMMUNICATIONS AND INTERACTIONS WITH THIRD PARTIES ON THE SERVICE. YOU ACKNOWLEDGE AND AGREE THAT THE MEMELORD PARTIES ARE NOT LIABLE, AND YOU AGREE NOT TO SEEK TO HOLD THE MEMELORD PARTIES LIABLE, FOR THE CONDUCT OF THIRD PARTIES, INCLUDING OPERATORS OF EXTERNAL SITES, INCLUDING THE PROVIDERS OF ANY AI SERVICES, AND THAT THE RISK OF INJURY FROM SUCH THIRD PARTIES RESTS ENTIRELY WITH YOU. YOU UNDERSTAND THAT MEMELORD DOES NOT MAKE ANY ATTEMPT TO VERIFY THE STATEMENTS OF USERS. MEMELORD MAKES NO WARRANTY THAT THE GOODS OR SERVICE PROVIDED BY THIRD PARTIES (INCLUDING AI SERVICES) WILL MEET YOUR REQUIREMENTS OR BE AVAILABLE ON AN UNINTERRUPTED, SECURE, OR ERROR-FREE BASIS.

LIMITATION OF LIABILITY.

Disclaimer of Certain Damages.

YOU UNDERSTAND AND AGREE THAT, TO THE FULLEST EXTENT PROVIDED BY LAW, IN NO EVENT SHALL THE MEMELORD PARTIES BE LIABLE FOR ANY LOSS OF PROFITS, REVENUE OR DATA, INDIRECT, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES, OR DAMAGES OR COSTS DUE TO LOSS OF PRODUCTION OR USE, BUSINESS INTERRUPTION, OR PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, IN EACH CASE WHETHER OR NOT ANY MEMELORD PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, THE SERVICE, OR ANY COMMUNICATIONS, INTERACTIONS OR MEETINGS WITH OTHER USERS OF THE SERVICE OR THIRD PARTIES, ON ANY THEORY OF LIABILITY, INCLUDING TO THE EXTENT RESULTING FROM: (a) THE USE OR INABILITY TO USE THE SERVICE; (b) ANY GOODS, DATA, INFORMATION OR SERVICE PURCHASED OR OBTAINED; OR MESSAGES RECEIVED OR TRANSACTIONS ENTERED INTO THROUGH THE SERVICE; (c) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA; (d) STATEMENTS OR CONDUCT OF ANY THIRD PARTY ON THE SERVICE; OR (e) ANY OTHER MATTER RELATED TO THE SERVICE, WHETHER BASED ON WARRANTY, COPYRIGHT, CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR ANY OTHER LEGAL THEORY. THE FOREGOING LIMITATION OF LIABILITY DOES NOT APPLY TO LIABILITY OF A MEMELORD PARTY FOR (A) DEATH OR PERSONAL INJURY CAUSED BY A MEMELORD PARTY'S NEGLIGENCE; OR FOR (B) ANY INJURY CAUSED BY A MEMELORD PARTY'S FRAUD OR FRAUDULENT MISREPRESENTATION.

Cap on Liability.

TO THE FULLEST EXTENT PERMITTED BY LAW, THE MEMELORD PARTIES SHALL NOT BE LIABLE TO YOU FOR MORE THAN THE GREATER OF (a) THE TOTAL AMOUNT PAID TO Memelord by you during the THREE-month period prior to the act, omission or occurrence giving rise to such liability; (b) $100; or (c) IF APPLICABLE, THE STATUTORY REMEDY OR PENALTY IMPOSED BY THE STATUTE UNDER WHICH SUCH CLAIM ARISES. THE FOREGOING CAP ON LIABILITY DOES NOT APPLY TO LIABILITY OF A MEMELORD PARTY FOR (i) DEATH OR PERSONAL INJURY CAUSED BY A MEMELORD PARTY'S GROSS NEGLIGENCE; OR (ii) ANY INJURY CAUSED BY A MEMELORD PARTY'S FRAUD OR FRAUDULENT MISREPRESENTATION.

User Content.

MEMELORD ASSUMES NO RESPONSIBILITY FOR THE TIMELINESS, DELETION, MIS-DELIVERY OR FAILURE TO STORE ANY CONTENT (INCLUDING, BUT NOT LIMITED TO, YOUR CONTENT AND USER CONTENT), USER COMMUNICATIONS OR PERSONALIZATION SETTINGS.

Exclusion of Damages.

CERTAIN JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES. IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE ABOVE EXCLUSIONS OR LIMITATIONS MAY NOT APPLY TO YOU, AND YOU MIGHT HAVE ADDITIONAL RIGHTS.

Basis of the Bargain.

THE LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN MEMELORD AND YOU.

PROCEDURE FOR MAKING CLAIMS OF INTELLECTUAL PROPERTY RIGHT INFRINGEMENT.

It is Memelord's policy to terminate membership privileges of any user who repeatedly infringes copyright, trademark, or other intellectual property rights upon prompt notification to Memelord by the respective intellectual property owner or their legal agent. Without limiting the foregoing, if you believe that your work has been copied and posted on the Service in a way that constitutes intellectual property rights infringement, please provide our designated intellectual property agent with the following information: (a) an electronic or physical signature of the person authorized to act on behalf of the owner of the copyright, trademark, or other intellectual property right; (b) a description of the copyrighted work, trademark, or other intellectual property right that you claim has been infringed; (c) a description of the location on the Service of the material that you claim is infringing; (d) your address, telephone number, and email address; (e) a written statement by you that you have a good faith belief that the disputed use is not authorized by the copyright, trademark, or other intellectual property right owner, its agent or the law; and (f) a statement by you, made under penalty of perjury, that the above information in your notice is accurate and that you are the copyright, trademark, or other intellectual property right owner or authorized to act on the copyright, trademark, or other intellectual property right owner's behalf. Contact information for Memelord's designated agent for notice of claims of infringement is as follows: Jason Levin help@memelord.com. 390 NE 191st St STE 76284 Miami, FL 33179 Email: help@memelord.com Telephone: 5614246853

TERM AND TERMINATION.

Term.

The term of this Agreement commences on the date when you accept this Agreement (as described in the preamble above) and continues in full force and effect while you use the Service, unless terminated earlier in accordance with this Agreement.

Termination of Service by Memelord.

Memelord may, with or without notice, terminate or suspend this Agreement (including the Service), at any time and for any reason, including if you have materially breached any provision of this Agreement, or if Memelord is required to do so by law (e.g., where the provision of the Service is, or becomes, unlawful). You agree that all terminations for cause are made in Memelord's sole discretion and that Memelord shall not be liable to you or any third party for any termination of your Account.

Termination by You.

If you want to terminate this Agreement, you may do so by (a) notifying Memelord at any time and (b) closing your Account for the Service. Your notice should be sent, in writing, to Memelord's address set forth below.

Effect of Termination.

Upon termination of the Service or the applicable feature or functionality thereof, your right to use the Service or the applicable feature or functionality thereof will automatically terminate, and we may delete Your Content associated therewith from our live databases. If we terminate your Account for cause, we may also bar your further use or access to the Service. Memelord will not have any liability whatsoever to you for any suspension or termination, including for deletion of Your Content. All provisions of this Agreement which by their nature should survive, will survive termination of Service, including without limitation, ownership provisions, warranty disclaimers, and limitations of liability.

No Subsequent Registration.

If this Agreement is terminated for cause by Memelord or if your Account or ability to access the Service is discontinued by Memelord due to your violation of any portion of this Agreement or for conduct otherwise deemed inappropriate, then you agree that you shall not attempt to re-register with or access the Service through use of a different member name or otherwise.

INTERNATIONAL USERS.

The Service may be accessed from countries around the world and may contain references to services and Content that are not available in your country. These references do not imply that Memelord intends to announce such service or Content in your country. The Service is controlled and offered by Memelord from its facilities in the United States of America. Memelord makes no representations that the Service is appropriate or available for use in other locations. Those who access or use the Service from other countries do so at their own volition and are responsible for compliance with local law.

ARBITRATION AGREEMENT.

Please read this Section 15 (the "Arbitration Agreement") carefully. It is part of your contract with Memelord and affects your rights. It contains procedures for mandatory binding arbitration and a class action waiver.

Applicability of Arbitration Agreement.

Subject to the terms of this Arbitration Agreement, you and Memelord agree that any disagreement, controversy, or claim arising out of or relating in any way to your access to or use of the Service, any communications you receive, or this Agreement and prior versions of this Agreement (each, a "Dispute") will be resolved by binding arbitration, rather than in court, except that: (1) you and Memelord may assert claims or seek relief in small claims court if such claims qualify and remain in small claims court; and (2) you or Memelord may seek equitable relief in court for infringement or other misuse of intellectual property rights (such as trademarks, trade dress, domain names, trade secrets, copyrights, and patents). For purposes of this Arbitration Agreement, "Dispute" will also include disputes that were not noticed at the time you first became subject to this Agreement, but that arose or involve facts occurring before the existence of this or any prior versions of this Agreement as well as claims that may arise after the termination of this Agreement.

Informal Dispute Resolution.

There might be instances when a Dispute arises between you and Memelord. If that occurs, Memelord is committed to working with you to reach a prompt, low‐cost and mutually beneficial resolution. You and Memelord agree to participate in good faith informal efforts to resolve Disputes before starting an arbitration or initiating an action in small claims court ("Informal Dispute Resolution"). You and Memelord agree that, as part of these efforts, either party has the option to ask the other to meet and confer telephonically ("Informal Dispute Resolution Conference"). If you are represented by counsel, your counsel may participate in the conference, but you must also personally participate.

To initiate Informal Dispute Resolution, a party must give notice in writing to the other party ("Notice"). Such Notice to Memelord should be sent by email to the email listed in Section 16.15. The Notice must include: (1) your name, telephone number, mailing address, and e‐mail address associated with your Account (if you have one); (2) the name, telephone number, mailing address and e‐mail address of your counsel, if any; and (3) a description of the Dispute, including the specific relief sought. Memelord will send Notice, including a description of the Dispute, to your email address or regular address on file. It is your responsibility to ensure your email and regular address are correct and remain up to date. The Notice must be signed by the party initiating the Dispute (i.e., either you personally or a Memelord representative).

The Informal Dispute Resolution process lasts 45 days and is a mandatory precondition to commencing arbitration. The Informal Dispute Resolution Conference, if requested by either party, shall be individualized such that a separate conference must be held each time either party initiates a Dispute, even if the same law firm or group of law firms or organizations represents multiple users in similar cases, unless all parties agree; multiple individuals initiating a Dispute cannot participate in the same Informal Dispute Resolution Conference unless all parties agree. The statute of limitations and any filing deadlines shall be tolled while the parties engage in Informal Dispute Resolution.

Waiver of Trial in Front of Judge or Jury.

YOU AND MEMELORD HEREBY WAIVE ANY CONSTITUTIONAL AND STATUTORY RIGHTS TO SUE IN COURT AND HAVE A TRIAL IN FRONT OF A JUDGE OR A JURY. You and Memelord are instead electing that all Disputes shall be resolved by arbitration under this Arbitration Agreement, except as specified in Section 15.1. There is no judge or jury in arbitration, and court review of an arbitration award is subject to very limited review.

Waiver of Class and Other Non-Individualized Relief.

EACH OF US MAY BRING CLAIMS AGAINST THE OTHER ONLY ON AN INDIVIDUAL BASIS AND NOT ON A CLASS, REPRESENTATIVE, OR COLLECTIVE BASIS, AND THE PARTIES HEREBY WAIVE ALL RIGHTS TO HAVE ANY DISPUTE BE BROUGHT, HEARD, ADMINISTERED, RESOLVED, OR ARBITRATED ON A CLASS, COLLECTIVE, OR REPRESENTATIVE BASIS. ONLY INDIVIDUAL RELIEF IS AVAILABLE. Subject to this Arbitration Agreement, the arbitrator may award declaratory or injunctive relief only in favor of the individual party seeking relief and only to the extent necessary to provide relief warranted by the party's individual claim. Nothing in this paragraph is intended to, nor shall it, affect the terms and conditions under Section 15.9. Notwithstanding anything to the contrary in this Arbitration Agreement, if a final decision, not subject to any further appeal or recourse, determines that the limitations of this Section 15.4, are invalid or unenforceable as to a particular claim or request for relief (such as a request for public injunctive relief), you and Memelord agree that that particular claim or request for relief (and only that particular claim or request for relief) shall be severed from the arbitration and may be litigated in the courts located in the State of New York. The parties agree that any claims or requests for relief that are severed from an arbitration may not proceed in litigation and shall be stayed until all Disputes between the parties that remain in arbitration are finally resolved. All other Disputes shall be arbitrated or litigated in small claims court. This Section 15.4 does not prevent you or Memelord from participating in a class-wide or mass settlement of claims.

Rules and Forum.

This Agreement evidences a transaction involving interstate commerce. Notwithstanding any other provision herein with respect to the applicable substantive law, the Federal Arbitration Act, 9 U.S.C. § 1 et seq., will govern the interpretation and enforcement of this Arbitration Agreement, including the procedures governing Batch Arbitration (defined below), and any arbitration. If Informal Dispute Resolution does not resolve satisfactorily within forty-five (45) days after receipt of a Notice, or after completion of the Informal Dispute Resolution Conference, if requested, you and Memelord agree that either party shall have the right to finally resolve the Dispute through binding arbitration. The arbitration will be administered by the National Arbitration & Mediation ("NAM") in accordance with the NAM Comprehensive Dispute Resolution Rules and Procedure (the "NAM Comprehensive Rules") in effect at the time of arbitration, except as supplemented, where applicable, by the NAM Mass Filing Supplemental Dispute Resolution Rules and Procedures (the "NAM Mass Filing Rules"; together with the NAM Comprehensive Rules, the "NAM Rules"), and as modified by this Arbitration Agreement. The NAM Rules are currently available at https://www.namadr.com/resources/rules-fees-forms/.

A party who wishes to initiate arbitration must provide the other party with a request for arbitration (the "Demand"). The Demand must include: (1) the name, telephone number, mailing address, e‐mail address of the party seeking arbitration, and the Account username (if applicable), as well as the email address associated with any applicable Account; (2) a statement of the legal claims being asserted and the factual bases of those claims; (3) a description of the remedy sought and an accurate, good‐faith calculation of the amount in controversy in United States Dollars; (4) a statement certifying completion of the Informal Dispute Resolution process as described above; and (5) a statement certifying that the requesting party will pay any necessary filing fees in connection with such arbitration. Any Demand you send to Memelord should be sent by email to the email listed in Section 16.15. Memelord will provide the Demand to your email address on file. It is your responsibility to keep your contact information up to date.

If the party requesting arbitration is represented by counsel, the Demand shall also include counsel's name, telephone number, mailing address, and email address. Such counsel must also sign the Demand. By signing the Demand, counsel certifies to the best of counsel's knowledge, information, and belief, formed after an inquiry reasonable under the circumstances, that, consistent with the standards set forth in Federal Rule of Civil Procedure 11(b): (1) the Demand is not being presented for any improper purpose; (2) the claims, defenses and other legal contentions are warranted by existing law or by a nonfrivolous argument; and (3) the factual and damages contentions have evidentiary support or will likely have evidentiary support after a reasonable opportunity for further investigation or discovery ("Counsel's Certification").

Unless you and Memelord otherwise agree, or the Batch Arbitration process discussed in Section 15.9 is triggered, the arbitration, including any in-person arbitration hearing, will be conducted in the city where you reside. Subject to the NAM Rules, the arbitrator may direct a limited and reasonable exchange of information between the parties. If NAM is not available to arbitrate, the parties will select an alternative arbitral forum. Your responsibility to pay any NAM fees and costs will be solely as set forth in the applicable NAM fee schedules (the "Fee Schedules"). You and Memelord agree that all materials and documents exchanged during the arbitration proceedings shall be kept confidential. You and Memelord agree that at least 14 days before the date set for an arbitration hearing, any party may serve an offer in writing upon the other party to allow judgment on specified terms. If the offer made by one party is not accepted by the other party, and the other party fails to obtain a more favorable award, the other party shall not recover any post-offer costs to which they otherwise would be entitled and shall pay the offering party's costs from the time of the offer.

Arbitrator.

The arbitrator will be either a retired judge or an attorney licensed to practice law in the State of New York and will be selected by the parties from NAM's roster of consumer dispute arbitrators. If the parties are unable to agree upon an arbitrator within thirty-five (35) days of delivery of the Demand, then NAM will appoint the arbitrator in accordance with NAM Rules, provided that if the Batch Arbitration process under Section 15.9 is triggered, NAM will appoint the arbitrator for each batch.

Authority of Arbitrator.

The arbitrator shall have exclusive authority to resolve any Dispute, including disputes regarding the interpretation or application of the Arbitration Agreement, except that all Disputes regarding Section 15.4 shall be decided by a court of competent jurisdiction and not by an arbitrator. The arbitrator shall have the authority to grant motions dispositive of all or part of any Dispute. The arbitrator shall issue a written award and statement of decision describing the essential findings and conclusions on which the award is based. The award of the arbitrator is final and binding upon you and us. Judgment on the arbitration award may be entered in any court having jurisdiction.

Attorneys' Fees and Costs.

Unless fee shifting is specifically authorized by law or by the NAM Rules, the parties shall bear their own attorneys' fees and costs in arbitration unless the arbitrator finds that either the substance of the Dispute or the relief sought in the Demand was frivolous or was brought for an improper purpose. To the extent an arbitrator determines that a party who commenced arbitration did not bring its claim(s) consistent with Counsel's Certification and Federal Rule of Civil Procedure 11(b), the parties agree that the arbitrator shall impose sanctions by ordering that the initiating party reimburse the responding party for all arbitration filing and administrative fees and arbitrator costs. If you or Memelord need to invoke the authority of a court to compel arbitration, then the party that obtains an order compelling arbitration shall be entitled to recover from the other party its reasonable costs and attorneys' fees incurred in securing an order compelling arbitration.

Batch Arbitration.

To increase the efficiency of administration and resolution of arbitrations, you and Memelord agree that in the event that there are twenty-five (25) or more individual Demands of a substantially similar nature filed against Memelord by or with the assistance of the same law firm, group of law firms, or organizations, within a reasonably proximate period of time (e.g., a ninety (90) day period), NAM shall (1) administer the arbitration demands in batches of 100 Demands per batch (or a single batch if between 25 and 99 Demands); (2) appoint one arbitrator for each batch; and (3) provide for the resolution of each batch on a consolidated basis with one set of filing and administrative fees per batch, one procedural calendar, one hearing (if any), and one final award ("Batch Arbitration"). NAM shall administer all batches concurrently where possible. All parties agree that Demands are of a "substantially similar nature" if they arise out of or relate to the same event or factual scenario and raise the same or similar legal issue(s) and seek the same or similar relief. This Batch Arbitration provision shall in no way be interpreted as authorizing or creating a class, collective, and/or representative arbitration or action of any kind.

30-Day Right to Opt Out.

You have the right to opt out of the provisions of this Arbitration Agreement by sending written notice of your decision to opt out to the email listed in Section 16.15, within thirty (30) days after first becoming subject to this Arbitration Agreement. Your notice must include your name and address, the email address you used to set up your Account (if you have one), and an unequivocal statement that you want to opt out of this Arbitration Agreement. Any opt-out Notice will be effective only if you send it yourself, on an individual basis. If you opt out of this Arbitration Agreement, all other parts of this Agreement will continue to apply to you.

Invalidity, Expiration.

Except as provided in Section 15.4, if any part or parts of this Arbitration Agreement (other than Section 15.9) are found under the law to be invalid or unenforceable, then such specific part or parts shall be of no force and effect and shall be severed, and the remainder of the Arbitration Agreement shall continue in full force and effect. However, if Section 15.9 is found under the law to be invalid or unenforceable then the entire Arbitration Agreement shall be void, and the parties agree that all Disputes will be heard in the state or federal courts located in New York City, New York. You further agree that any Dispute that you have with Memelord must be initiated within the applicable statute of limitation for that claim or controversy. You and Memelord agree that any Dispute must commence within one (1) year after the cause of action accrues; otherwise, such cause of action is permanently barred.

Modification.

You and we agree that Memelord retains the right to modify this Arbitration Agreement in the future. Any such changes will be posted on the Service. Notwithstanding any provision in this Agreement to the contrary, we agree that if Memelord makes any future material change to this Arbitration Agreement, it will notify you. Your continued use of the Service following the posting of changes to this Arbitration Agreement constitutes your acceptance of any such changes.

GENERAL PROVISIONS.

Electronic Communications.

The communications between you and Memelord may take place via electronic means, whether you visit the Service or send Memelord emails, or whether Memelord posts notices on the Service or communicates with you via email. For contractual purposes, you (a) consent to receive communications from Memelord in an electronic form; and (b) agree that all terms and conditions, agreements, notices, disclosures, and other communications that Memelord electronically provides to you satisfy any legal requirement that such communications would satisfy if it were to be in writing. The foregoing does not affect your statutory rights, including but not limited to the Electronic Signatures in Global and National Commerce Act at 15 U.S.C. §7001 et seq. ("E-Sign").

Assignment.

The Agreement, and your rights and obligations hereunder, may not be assigned, subcontracted, delegated or otherwise transferred by you without Memelord's prior written consent. Memelord may, without your consent, freely assign and transfer this Agreement, including any of its rights, obligations, or licenses granted under this Agreement. Any attempted assignment, subcontract, delegation, or transfer in violation of the foregoing will be null and void.

Force Majeure.

Memelord shall not be liable for any delay or failure to perform resulting from causes outside its reasonable control, including, but not limited to, acts of God, war, terrorism, riots, embargos, acts of civil or military authorities, fire, floods, accidents, pandemics, strikes or shortages of transportation facilities, fuel, energy, labor or materials.

Questions, Complaints, Claims.

If you have any questions, complaints or claims with respect to the Service, please contact us at the email listed in Section 16.15. We will do our best to address your concerns.

Consumer Complaints.

In accordance with California Civil Code §1789.3, you may report complaints to the Complaint Assistance Unit of the Division of Consumer Service of the California Department of Consumer Affairs by contacting them in writing at 1625 North Market Blvd., Suite N 112, Sacramento, CA 95834, or by telephone at (800) 952-5210.

Agreement Updates.

When changes are made, Memelord will make a new copy of these Terms of Service and/or Supplemental Terms, as applicable, available on the Service, and we will also update the "Last Updated" date at the top of this Agreement. Memelord may require you to provide consent to the updated Agreement in a specified manner before further use of the Service is permitted. IF YOU DO NOT AGREE TO ANY CHANGE(S) AFTER RECEIVING A NOTICE OF SUCH CHANGE(S), YOU SHALL STOP USING THE SERVICE.

Exclusive Venue.

To the extent the parties are permitted under this Agreement to initiate litigation in a court, both you and Memelord agree that all claims and disputes arising out of or relating to this Agreement will be litigated exclusively in the state or federal courts located in New York City, New York.

Governing Law.

This AGREEMENT and any action related thereto will be governed and interpreted by and under the laws of the State of NEW YORK, consistent with the Federal Arbitration Act, without giving effect to any principles that provide for the application of the law of another jurisdiction. The United Nations Convention on Contracts for the International Sale of Goods does not apply to the AGREEMENT.

Choice of Language.

It is the express wish of the parties that this Agreement and all related documents have been drawn up in English.

Notice.

Where Memelord requires that you provide an email address, you are responsible for providing Memelord with a valid and current email address. In the event that the email address you provide to Memelord is not valid, or for any reason is not capable of delivering to you any notices required by this Agreement, Memelord's dispatch of the email containing such notice will nonetheless constitute effective notice. You may give notice to Memelord at the address listed in Section 16.15. Such notice shall be deemed given when received by Memelord by letter delivered by nationally recognized overnight delivery service or first class postage prepaid mail at the above address.

Waiver.

Any waiver or failure to enforce any provision of this Agreement on one occasion will not be deemed a waiver of any other provision or of such provision on any other occasion.

Severability.

If any portion of this Agreement is held invalid or unenforceable, that portion must be construed in a manner to reflect, as nearly as possible, the original intention of the parties, and the remaining portions must remain in full force and effect.

Export Control.

You may not use, export, import, or transfer the Service except as authorized by U.S. law, the laws of the jurisdiction in which you obtained the Service, and any other applicable laws. In particular, but without limitation, the Service may not be exported or re-exported (a) into any United States embargoed countries, or (b) to anyone on the U.S. Treasury Department's list of Specially Designated Nationals or the U.S. Department of Commerce's Denied Person's List or Entity List. By using the Service, you represent and warrant that (i) you are not located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a "terrorist supporting" country and (ii) you are not listed on any U.S. Government list of prohibited or restricted parties. You also will not use the Service for any purpose prohibited by U.S. law. You acknowledge and agree that products, services or technology provided by Memelord are subject to the export control laws and regulations of the United States. You shall comply with these laws and regulations.

Entire Agreement.

The Agreement is the final, complete and exclusive agreement of the parties with respect to the subject matter hereof and supersedes and merges all prior discussions between the parties with respect to such subject matter.

Contact Information.

Jason Levin
390 NE 191st St STE 76284
Miami, FL 33179
Email: help@memelord.com
Telephone: 5614246853