These Terms of Service sets forth the terms under which HASHMEMO Inc., a Delaware corporation (“HashMemo”, “we”, or “us”) will provide access to our website, platform and related software and tools (collectively, the “Software”) and any related services to you through https://www.hashmemo.com/ and any other sites, including mobile websites and applications, owned, and operated by us or our affiliates (collectively, the “Site”).
“Services” as used herein means the Site and Software operated by HashMemo. Registered users of HashMemo are referred to as “Members”. Contents and data on some of our Services are viewable to non-members (referred to as “Visitors”). Members and Visitors are referred to collectively as “Users”, “you”, or “your”.
Table of Contents
1. Introduction2. Obligations3. Rights and Limits4. Disclaimers and Limitation of Liability5. Termination6. Governing Law and Dispute Resolution7. HashMemo “Dos and Don’ts”8. Complaints Regarding Content9. General Terms10. How To Contact Us11. Language1. Introduction
1.1 Contract
When you use our Services, you agree to these Terms of Service. Your use of our Services is also subject to our Cookie Policy and our Privacy Policy, which covers how we collect, use, share, and store your personal information.
You agree that by clicking “Sign Up”, Join Now” (or similar), registering, accessing, or using our Services, you are agreeing to enter into a legally binding contract with HASHMEMO Inc. (even if you are using our Services on behalf of a company). If you do not agree to these Terms of Service, do not access, or otherwise use any of our Services. If you wish to terminate this contract, at any time you can do so by closing your account and no longer accessing or using our Services.
1.2 Members and Visitors
When you register and join the HashMemo Services, you become a Member. If you have chosen not to register for our Services, you may access certain features as a Visitor.
1.3 Changes
We may make changes to these Terms of Service. We may modify these Terms of Service, our Privacy Policy, and our Cookie Policy from time to time. Notwithstanding the foregoing, we may update these Terms of Service, our Privacy Policy and our Cookie Policy, immediately without notice, to comply with applicable and evolving legislation, regulations and policies to which we are subject.
If we make material changes to these documents, we will provide you notice through our Services, or by other means, to provide you the opportunity to review the changes before they become effective. We agree that changes cannot be retroactive. If you object to any changes, you may close your account. Your continued use of our Services after we publish or send a notice about our changes means that you are consenting to the updated terms as of their effective date.
2. Obligations
2.1 Service Eligibility
To use the Services, you agree that: (1) you are at least “Minimum Age” (described below) or older; and (2) you are not already restricted by HashMemo from using the Services. Creating an account with false information is a violation of our Terms of Service, including accounts registered on behalf of others or persons under the age of 13.
“Minimum Age” means 13 years old. However, if applicable law requires that you must be older in order for HashMemo to lawfully provide the Services to you without parental consent (including using of your personal data), then the Minimum Age is such older age.
2.2 Your Account
In order to use certain Services, you will be required to register and set up an account. To set up your Account, we need certain information about you, including your name, email address, a username, and a password. By creating your Account, you consent to the collection and use of your Account Data and certain other information in accordance with our Privacy Policy.
You also agree to: (1) use a strong password and keep it confidential; (2) not transfer or share all or any part of your account (e.g., connections), and (3) follow applicable laws, our list of Dos and Don’ts, and our Community Guidelines. You are responsible for anything that happens through your account, unless you close it or report misuse. As between you and others, your account belongs to you.
2.3 Digital Signature; Electronic Notices
By registering for an account on our Site, or by clicking to accept these Terms of Service when prompted on the Site, you are deemed to have executed this contract electronically; effective on the date of your registration, pursuant to the United States Electronic Signatures in Global and National Commerce Act (the E-Sign Act) (15 U.S.C. § 7001, et seq.). Your account registration constitutes an acknowledgement that you are able to electronically receive, download, and print this contract, and any amendments hereto.
In connection with these Terms of Service, you may be entitled to receive certain records, such as notices and communications, in writing. In addition, you give us permission to provide any records you may be entitled to electronically instead of in paper form. Please review your settings page on the app to control and limit messages you receive from us.
2.4 Sharing
You are able to post and publish photos, videos, audio, questions, answers, comments and other content on the Site. Content posted or published by Users on the Platform is referred to as “User Content”. For reference purposes, User Content also includes your public profile on the Site, comments, likes, and follows.
Any User Content you post or publish on the Platform must strictly comply with the requirements set forth in these Terms of Service. We do not allow User Content that violates these Terms of Service. Section 8 of these Terms of Service provides an overview of prohibitions regarding User Content.
When you share User Content on our Services, others can see, copy, and use that information. Your User Content may be seen by other Members, Visitors, or others (including off the Services). We are not obligated to publish any information, content, or User Content on our Services and can remove it with or without notice and without liability..
You understand that as part of the promotion of our Services, we may share your User Content in HashMemo to other social media accounts operated by us.
We further reserve the right to review User Content prior to publication on our Services to ensure the User Content complies with these Terms of Service. We will refuse to publish User Content that infringes these Terms of Service. We may remove any published User Content that fails to comply with these Terms of Service.
3. Rights and Limits
3.1 Your License to HashMemo
You own all User Content you provide to us, but you also agree to grant us a non-exclusive license to it. We’ll honor the choices you make about who gets to see your User Content, including how it can be used for ads.
As between you and HashMemo, you own the User Content that you submit or post to the Services, and you are only granting HashMemo the following non-exclusive license: a worldwide, transferable, and sublicensable right to use, copy, modify, distribute, publish, and process the User Content that you provide through our Services and the services of others, without any further consent, notice and/or compensation to you or others.
These rights are limited in the following ways:
· You can end this license for specific User Content by deleting such content from the Services, or generally by closing your account, except (a) to the extent you shared it with others as part of the Service and they copied, re-shared it, or stored it and (b) for the reasonable time it takes to remove from backup and other systems.
· We will not include your User Content in advertisements for the products and services of third parties to others without your separate consent (including sponsored content).
· We will require your consent if we want to grant other Users and/or parties the right to publish your User Content beyond the Services.
· While we may edit and make format changes to your User Content (such as, modifying the size, layout or file type or removing metadata), we will not modify the meaning of your expression.
· Because you own your User Content and information and we only have non-exclusive rights to it, you may choose to make it available to others, including under the terms of a Creative Commons license.
You and HashMemo agree that if User Content includes personal data, it is subject to our Privacy Policy. You and HashMemo agree that we may access, store, process and use any information and personal data that you provide in accordance with, the terms of the Privacy Policy and your choices (including settings).
By submitting suggestions or other feedback regarding our Services to HashMemo, you agree that HashMemo can use and share (but does not have to) such feedback for any purpose without compensation to you.
You promise to only provide User Content that you have the right to share. You agree to only provide content or information that does not violate the law nor anyone’s rights (including intellectual property rights). You also agree that your profile information, other than your display name and username, will be truthful. HashMemo may be required by law to remove certain information or content in certain countries.
3.2 Service Availability
We may change or end any Service. We may change, suspend, or discontinue any of our Services without notice or liability to you.
We don’t promise to store or keep showing any User Content that you’ve posted. HashMemo is not a storage service. You agree that we have no obligation to store, maintain or provide you a copy of any User content that you or others provide, except to the extent required by applicable law and as noted in our Privacy Policy.
3.3 Others' User Content, Sites and Apps
Your use of others’ User Content and information posted on our Services, is at your own risk. Others may offer their own products and services through our Services, and we aren’t responsible for those third-party activities.
By using the Services, you may encounter content or information that might be inaccurate, incomplete, delayed, misleading, illegal, offensive, or otherwise harmful. While HashMemo will attempt to review all User Content provided by our Members or others, HashMemo cannot guarantee that User Content will be reviewed prior to its publication on or as part of our Services. You agree that we are not responsible for others’ (including other Members’) User Content. We cannot always prevent this misuse of our Services, and you agree that we are not responsible for any such misuse.
You may report any User Content that does not comply with these Terms of Service in accordance with the processes set forth herein. If you determine that User Content published on our Services violates these Terms of Service, please report the User Content by selecting the “Report” button that appears on that User Content. You shall then select the appropriate reason for the report from the list provided.
We are under no obligation to remove any User Content from our Services, however, we will remove User Content that infringes these Terms of Service, any legal obligation or if we determine the User Content is inappropriate or not adequate for our Services. It would preferable to do so due to the nature of the Content or User Content, as determined by us at our discretion.
3.4 Limits
We have the right to limit how you connect and interact on our Services. HashMemo reserves the right to limit your use of the Services, including the number of users you may “follow” and how many “followers” you may have and your ability to contact other Members. HashMemo reserves the right to restrict, suspend, or terminate your account if you breach these Terms of Service or applicable law or are misusing the Services (e.g., violating any of the Dos and Don’ts or our Community Guidelines).
3.5 Intellectual Property Rights
HashMemo reserves all of its intellectual property rights in the Services. All rights, title, and interest in and to our Services, including all the content on the Site (text, service or product names, images, videos, etc.) save and except for User Content, are and will remain the exclusive property of HashMemo and our affiliates. Our Services are protected by copyright, trademark, and other laws of the United States.
Trademarks and logos used in connection with the Services are the trademarks of their respective owners. HashMemo logos and other HashMemo trademarks, service marks, graphics and logos used in connection with our Services are trademarks, whether registered or unregistered, owned by HashMemo. Nothing in these Terms of Service gives you a right to use the HashMemo name or any of our intellectual property rights, trademarks, logos, domain names, and other distinctive brand features, except for the limited license rights specifically granted to you in these Terms of Service.
Any partial or total reproduction of our Services or content, by any means, is subject to prior and express authorization by us.
We cannot give you the right to copy, display, sell or otherwise distribute content or materials that you do not have rights to. All fraudulent use or distribution of content or materials that violates the rights held by a third party constitutes a criminal offense, which is severely punished under applicable law.
3.6 Automated Processing
We use data and information about you to make relevant suggestions to you and others. We use the information and data that you provide and that we have about Members to make recommendations for connections with other members, content and features that may be useful to you.
4. Disclaimers and Limitation of Liability
4.1 No Warranty
HASHMEMO MAKES NO REPRESENTATION OR WARRANTY ABOUT THE SERVICES, INCLUDING ANY REPRESENTATION THAT THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE, AND PROVIDES THE SERVICES (INCLUDING USER CONTENT) ON AN “AS IS” AND “AS AVAILABLE” BASIS. TO THE FULLEST EXTENT PERMITTED UNDER APPLICABLE LAW, HASHMEMO DISCLAIMS ANY IMPLIED OR STATUTORY WARRANTY, INCLUDING ANY IMPLIED WARRANTY OF TITLE, ACCURACY OF DATA, NON-INFRINGEMENT, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.
4.2 Exclusion of Liability
TO THE FULLEST EXTENT PERMITTED BY LAW (AND UNLESS HASHMEMO HAS ENTERED INTO A SEPARATE WRITTEN AGREEMENT THAT OVERRIDES THESE TERMS OF SERVICE), HASHMEMO, WILL NOT BE LIABLE IN CONNECTION WITH THE USE OF OUR SERVICES INCLUDING:
· THE INABILITY TO USE OUR SERVICES;
· UNAUTHORIZED ACCESS TO OR THE LOSS, CORRUPTION OR ALTERATION OF YOUR TRANSMISSIONS, USER CONTENT OR DATA;
· STATEMENTS OR CONDUCT OF ANY THIRD PARTY ON OR USING OUR SERVICES;
· OUR ACTIONS OR OMISSIONS IN RELIANCE UPON YOUR ACCOUNT INFORMATION AND ANY CHANGES THERETO OR NOTICES RECEIVED THEREFROM;
· YOUR FAILURE TO PROTECT THE CONFIDENTIALITY OF ANY PASSWORDS OR ACCESS RIGHTS TO YOUR ACCOUNT INFORMATION;
· THE TERMINATION OF YOUR ACCOUNT IN ACCORDANCE WITH THE TERMS OF THESE TERMS OF USE; OR
· ANY OTHER MATTER RELATING TO OUR SERVICES.
4.3 Basis of the Bargain; Exclusions
The limitations of liability in this Section 4 are part of the basis of the bargain between you and HashMemo and shall apply to all claims of liability (e.g., warranty, tort, negligence, contract, and law) even if HashMemo has been told of the possibility of any such damage, and even if these remedies fail their essential purpose.
These limitations of liability do not apply to liability for death or personal injury or for fraud, gross negligence or intentional misconduct, or in cases of negligence where a material obligation has been breached, a material obligation being such which forms a prerequisite to our delivery of services and on which you may reasonably rely, but only to the extent that the damages were directly caused by the breach and were foreseeable upon conclusion of this contract and to the extent that they are typical in the context of this contract.
5. Termination
Both you and HashMemo may terminate this contract at any time with notice to the other. On termination, you lose the right to access or use the Services. The following shall survive termination:
· Our rights to use and disclose your feedback;
· Members and/or Visitors’ rights to further re-share the User Content you shared through the Services;
· Sections 4, 6, and 7of these Terms of Service;
You can visit our Help Center to close your account.
6. Governing Law and Dispute Resolution
6.1 Governing Law
In the unlikely event we end up in a legal dispute, you and HashMemo agree to resolve it in Delaware courts using Delaware law.
6.2 Dispute Resolution
YOU AND HASHMEMO AGREE THAT ANY DISPUTE RELATING TO THIS CONTRACT AND/OR THE SERVICES SHALL BE RESOLVED BY THE FINAL AND BINDING ARBITRATION PROCEDURES SET BELOW. THE PARTIES FURTHER AGREE THAT THE ARBITRATOR MAY NOT CONSOLIDATE MORE THAN ONE PERSON’S CLAIMS, AND MAY NOT OTHERWISE PRESIDE OVER ANY FORM OF A REPRESENTATIVE OR CLASS PROCEEDING. THE PARTIES VOLUNTARILY AND KNOWINGLY WAIVE ANY RIGHT THEY HAVE TO A JURY TRIAL. ANY CONTROVERSY CONCERNING WHETHER A DISPUTE IS ARBITRABLE SHALL BE DETERMINED BY THE ARBITRATOR AND NOT BY THE COURT. JUDGMENT UPON ANY AWARD RENDERED BY THE ARBITRATOR MAY BE ENTERED BY A DELAWARE STATE OR FEDERAL COURT HAVING JURISDICTION THEREOF. PROCEEDINGS HEREUNDER SHALL BE GOVERNED BY THE FEDERAL ARBITRATION ACT.
Accordingly, the following arbitration procedures shall apply:
In the event a party elects to proceed with binding arbitration, it shall provide written notice thereof to the other party by registered or certified mail and shall describe in such notice, with reasonable particularity, the nature and basis of such claim and the total amount of the claim. Within thirty (30) days of receipt of such notice, the party receiving notice of a claim shall provide a written response which, with reasonable particularity, sets forth its position concerning the claim. If the parties are unable to resolve the dispute arising from the claim by good faith negotiations to be conducted within the thirty (30)-day period following the written response, either of them may initiate binding arbitration pursuant to the terms and conditions set forth herein. The arbitration will be governed by the Commercial Dispute Resolution Procedures and the Supplementary Procedures for Consumer Related Disputes (collectively, “AAA Rules”) of the American Arbitration Association (“AAA”) and will be administered by the AAA. The arbitration will be presided over by a single arbitrator and shall be conducted in English. If the AAA is unavailable or refuses to arbitrate the parties’ dispute for any reason, the arbitration shall be administered and conducted by a widely recognized arbitration organization that is mutually agreeable to the parties, but neither party shall unreasonably withhold their consent. The AAA Rules are available online at www.adr.org.
BY AGREEING TO THIS ARBITRATION PROVISION, YOU ARE GIVING UP YOUR RIGHT TO GO TO COURT, INCLUDING YOUR RIGHT TO A JURY TRIAL. In arbitration, a dispute is resolved by a neutral arbitrator or panel of arbitrators, rather than by a judge or jury. Arbitration is more informal than a court trial; however, an arbitrator can award the same relief that a court can award. Separate and apart from the agreement to arbitrate set forth above, the parties hereby independently waive any right to bring or participate in any class action in any way related to, or arising from, these Terms. You acknowledge that this class action waiver is material and essential to the arbitration of any disputes between the parties and is nonseverable from these Terms of Service to arbitrate claims. If any portion of this class action waiver is limited, voided, or cannot be enforced, then the parties’ agreement to arbitrate shall be null and void.
7. HashMemo “Dos and Don’ts”
HashMemo is a community of professionals. This list of “Dos and Don’ts”, along with our Community Guidelines, limits what you can and cannot do on our Services.
7.1 Dos
You agree that you will:
· Comply with all applicable laws, including, without limitation, privacy laws, intellectual property laws, anti-spam laws, export control laws, tax laws, and regulatory requirements;
· Ensure all information you provided as part of our Services is accurate, complete and updated;
· Update all information you provided to us if it were to become expired, outdated, false or no longer correct; and
· Use the Services in a professional manner, and not in an unlawful or deceptive manner.
7.2 Don’ts
You agree that, when using our Services or in connection with our Services, you will not:
· Create a false identity on HashMemo, misrepresent your identity, create a Member profile for anyone other than yourself, or use or attempt to use another’s account;
· Develop, support, or use software, devices, scripts, robots or any other means or processes (including crawlers, browser plugins and add-ons or any other technology) to scrape the Services or otherwise copy profiles and other data from the Services;
· Override any security feature or bypass or circumvent any access controls or use limits of the Services (such as caps on keyword searches or profile views);
· Share, disseminate or use malicious software or "malware" that may harm, bypass established security measures or otherwise secure unauthorized access to a device, network or computer;
· Copy, use, disclose or distribute any information obtained from the Services, whether directly or through third parties (such as search engines), without the consent of HashMemo;
· Disclose information that you do not have the consent to disclose;
· Engage in deceptive conduct, whereby you entice Users to interact with User Content or other content under malicious or false pretenses;
· Attempt to unlawfully obtain or unlawfully obtain personal information without the required consent, or otherwise deceive Users into disclosing their personal information;
· Violate the intellectual property rights of others, including copyrights, patents, trademarks, trade secrets or other proprietary rights. For example, may not copy or distribute (except through the available sharing functionality) User Content of others without their permission, which they may give by posting under a Creative Commons license. Additionally, you may not use trademarks or other intellectual property belonging to others as your username. If you use such a username without the rights holder's permission or in a misleading manner, you will be required to change your username. Please be aware of this in advance;
· Violate the intellectual property or other rights of HashMemo, including, without limitation, (i) copying or distributing our technology, unless it is released under open-source licenses; (ii) using the word “HashMemo” or our logos in any business name, email, or URL except as specifically authorized in writing by us;
· Post anything that contains harmful materials, including but not limited to software viruses, worms, trojan horses, keyloggers, spyware, malicious software, malware or any other harmful code;
· Reverse engineer, decompile, disassemble, decipher or otherwise attempt to derive the source code for the Services or any related technology that is not open source;
· Imply or state that you are affiliated with or endorsed by HashMemo without our express consent;
· Rent, lease, loan, trade, sell/re-sell or otherwise monetize the Services or related data or access to the same, without HashMemo’s consent;
· Deep-link to our Services for any purpose other than to promote your profile on our Services, without HashMemo’s consent;
· Use bots or other automated methods to access the Services, add or download contacts, send or redirect messages;
· Monitor the Services’ availability, performance or functionality for any competitive purpose;
· Engage in “framing,” “mirroring,” or otherwise simulating the appearance or function of the Services;
· Overlay or otherwise modify the Services or their appearance (such as by inserting elements into the Services);
· Interfere with the operation of, or place an unreasonable load on, the Services (e.g., spam, denial of service attack, viruses, gaming algorithms); and/or
· Violate the Community Guidelines or any additional terms concerning a specific Service that are provided when you sign up for or start using such Service.
8. Complaints Regarding Content
We do not allow User Content that:
- Is illegal, or encourages illegal or illicit activities;
- Violates any third party intellectual property right and/or copyright;
- Promotes, markets or sells counterfeits or “fake” products. For reference purposes, counterfeits or “fake” products are those that display an image, logo or trademark that mimics an existing known trademark in a deceitful effort to falsely represent itself as an authentic product;
- Is discriminatory or promotes discrimination based on age, gender, religion, color, race, ethnic or national origin, marital status, sexual orientation, physical appearance, veteran status and/or physical ability;
- Incites or promotes hatred, violence, extortion, cyberstalking, bullying, bodily harm, psychological torture or other harassment of Users or others;
- Advocates murder, terrorism, dangerous activities or other criminal activity;
- Promotes cruelty to animals or the abuse of animals;
- Sells or promotes products made from endangered species;
- Impersonates us, any of our employees, directors, managers, service providers and/or affiliates;
- Misrepresents misstates, or misleads others about your real identity;
- Falsely states or implies an endorsement or affiliation of any kind with another individual, entity, partner, product or service;
- Purports false declarations, statements that are demonstrably false or information that is known to be untruthful;
- Uses deceptive practices such as misleading Users by manipulated media, stealing personal information, or promoting false claims;
- Conceals identities in political or social contexts;
- Enables unauthorized tracking, or facilitates hacking;
- Is sexually explicit, whether by audio, text, image or otherwise;
- Includes non-consensual sexual activity, such as rape simulation, rape and other similar matters;
- Includes minors, incest or inappropriate sexual acts, including sexual abuse or exploitation. User Content that includes or references any minor with respect to sexual activity, sexual abuse and/sexual exploitation is strictly prohibited. We have no tolerance for the abuse of minors. We will immediately report any such content and the uploading user to appropriate authorities.
You may report any User Content that violates these Terms of Service by selecting the “Report” button appearing on the User Content. You will then be asked to select the reason for the report from a list. You will be responsible for selecting the reason which aligns. The report will then be sent to us for review. We will take action if there is a violation of our Guidelines.
8.1 DMCA and Copyright Infringement
We respect the intellectual property rights of others. We require that information posted by Members be accurate and not in violation of the intellectual property rights or other rights of third parties. Please see our Copyright Policy to learn more about how we handle intellectual property issues and to submit a copyright infringement notice.
It is our responsibility to respond to notices of alleged copyright infringement in accordance with the Digital Millennium Copyright Act (DMCA). To comply with applicable intellectual property and copyright laws, we take all reasonable measures to prevent copyright infringement in or as part of our Services.
We encourage you to report any potential copyright infringement to our attention. If you believe that copywritten work or a trademark published on our Services violates the DMCA, please report such content by selecting the “Report” button on such content. You must then select “intellectual property violation (copyright, or trademark infringement)” from the list of reasons for the report.
Once you submit the completed Copyright Infringement Form, we will notify the User who posted the content by providing a copy of your report. If the posting User believes the notice is unfounded, the User may submit a counternotice to us. Once we receive a counternotice, we will provide you with a copy. We may reinstate the content if we believe the counternotice is legitimate.
If your copyright report is founded, we will remove the violating content from our Services.
You agree not to abuse the copyright report process we set up. Please do not submit a copyright report for any content that follows fair use.
To the fullest extent permitted by law, the copyright report process described in this Section does not create any legally binding obligations for us.
9. General Terms
If a court with authority over these Terms of Service finds any part of it unenforceable, you and we agree that the court should modify the terms to make that part enforceable while still achieving its intent. If the court cannot do that, you and we agree to ask the court to remove that unenforceable part and still enforce the rest of these Terms of Service.
These Terms of Service (including additional terms that may be provided by us when you engage with a feature of the Services) is the only agreement between us regarding the Services and supersedes all prior agreements for the Services.
If we don’t act to enforce a breach of these Terms of Service, that does not mean that HashMemo has waived its right to enforce these Terms of Service. You may not assign or transfer your rights under these Terms of Service (including your membership or use of Services) to anyone without our consent. However, you agree that HashMemo may assign our rights under these Terms of Service to our affiliates or a party that buys us without your consent. There are no third-party beneficiaries to these Terms of Service.
10. How To Contact Us
Our Help Center also provides information about our Services. For general inquiries, you may contact us online here.
11. Language
Should a translation of these Terms of Service be provided by us in a language other than English and there be any difference, discrepancy or inconsistency between such translation and the English version, the English version shall always prevail.
