Terms of Use

Terms of Use Agreement

Date of Last Revision: February 22, 2024

Welcome to MemoryWeb’s PhotoFlipz App!

Before you get going, we will need to take care of some of the legal information to open your account with MemoryWeb’s PhotoFlipz app (herein referred to as "we," "us," or “PhotoFlipz" or the "PhotoFlipz App") and you will need to read the following Terms of Use ("Terms") carefully. If you ("you") agree to these Terms, and wish to use the PhotoFlipz service ("Service" or "Services"), please download and install the app. This will constitute a binding agreement between you and MemoryWeb. Note that any violation of these Terms may result in termination of our Service to you. Once this is done, you can then start uploading photographs to create Flipz (collectively be referred to herein as "Media").

PLEASE READ THIS TERMS OF USE AGREEMENT CAREFULLY BEFORE USING THE MEMORYWEB SERVICE. BY USING THE MEMORYWEB’S SERVICE, YOU ARE AGREEING TO BE BOUND BY THE TERMS OF THIS AGREEMENT. IF YOU DO NOT AGREE TO THE TERMS OF THIS AGREEMENT, DO NOT USE MEMORYWEB’S PHOTOFLIPZ APP AND IF PRESENTED WITH THE OPTION TO "AGREE" OR "DISAGREE" TO THE TERMS, CLICK "DISAGREE."

IMPORTANT NOTE: To the extent that MemoryWeb’s PhotoFlipz app may be used to reproduce materials, it is licensed to you only for reproduction of non-copyrighted materials, materials in which you own the copyright, or materials you are authorized or legally permitted to reproduce. If you are uncertain about your right to copy any material, you should contact your legal advisor.

MemoryWeb reserves the right to change these Terms from time to time. Please refer to this site periodically for any changes. The most current version of these Terms will supersede all previous versions.

1. Privacy and Communication

Please refer to MemoryWeb's PhotoFlipz app Privacy Policy for information on how we collect, use and disclose personal information from users of our PhotoFlipz app. You understand and agree that we store and process your personal information on computers located in the United States. By using the Service, you consent to receiving electronic communications from MemoryWeb and PhotoFlipz app. These communications may include notices about new products, special promotions, and information regarding your account (e.g., change in password or Payment Method, confirmation e-mails and other transactional information) and other information concerning or related to the Service. These communications are part of your relationship with us, and you will receive them as part of the Service. You agree that any notice, agreements, disclosure or other communications that we send to you electronically will satisfy any legal communication requirements, including that such communications be in writing.

2. License

You may access and use MemoryWeb’s PhotoFlipz app solely for your personal, noncommercial use. Except as expressly authorized hereunder, MemoryWeb PhotoFlipz app may not be reproduced, duplicated, copied, sold, resold, visited, reverse-engineered or otherwise exploited for any commercial purpose without our prior written authorization.

MemoryWeb’s PhotoFlipz app grants you a limited, non-sublicensable, revocable license to access and use MemoryWeb PhotoFlipz app solely in accordance with, and subject to, the terms set forth in these Terms of Use and any other applicable terms or agreements you may enter into with MemoryWeb. Except as otherwise expressly permitted in writing, the license does not include, and you agree to refrain from:

the collection, copying or distribution of any portion of MemoryWeb’s PhotoFlipz app or MemoryWeb’s PhotoFlipz app Materials;
any resale, commercial use, commercial exploitation, distribution, public performance or public display of MemoryWeb’s PhotoFlipz app or any of MemoryWeb’s PhotoFlipz app Materials;
modifying or otherwise making any derivative uses of MemoryWeb’s PhotoFlipz app or any of MemoryWeb’s PhotoFlipz app Materials;
scraping or otherwise using any data mining, robots or similar data gathering or extraction methods;
with the exception of your own Media or others' Media available for download, the downloading of any portion of MemoryWeb’s PhotoFlipz app, MemoryWeb’s PhotoFlipz app Materials or any information contained therein; or
any use of MemoryWeb’s PhotoFlipz app or MemoryWeb’s PhotoFlipz app Materials other than for their intended purposes.

Any use of MemoryWeb’s PhotoFlipz app or of any Materials from the app other than as specifically authorized herein, without the express prior written permission of MemoryWeb or the Content Owner, is strictly prohibited and will terminate and constitute a breach of the license granted herein.

3. Your submissions

User Content that, in the sole judgment of MemoryWeb’s PhotoFlipz app, is objectionable, harmful or which restricts or inhibits any other person from using or enjoying MemoryWeb’s PhotoFlipz app, or which may expose MemoryWeb’s PhotoFlipz app or its users to any harm or liability of any nature. You are solely responsible for the User Content you post or transmit and you agree not to post, transmit or otherwise publish through MemoryWeb’s PhotoFlipz app any of the following:

User Content that is unlawful, defamatory, obscene, pornographic, indecent, lewd, sexually suggestive, harassing, threatening, invasive of privacy or publicity rights, abusive, inflammatory, fraudulent or otherwise objectionable or harmful, including without limitation Photos, Videos or other User Content containing nudity that would be unacceptable in a public museum where minors visit;
User Content that would constitute, encourage or provide instructions for a criminal offense, violate the rights of any party, endanger national security, or that would otherwise create liability or violate any local, state, national or international law;
User Content that may infringe or violate any patent, trademark, trade secret, copyright or other intellectual or other proprietary right of any party;
User Content that impersonates any person or entity or otherwise misrepresents your affiliation with a person or entity;
Unsolicited promotions, political campaigning, advertising or solicitations;
Viruses, corrupted data or other harmful, disruptive or destructive files;
Any threatening, obscene, pornographic or profane material or any other material that could give rise to any civil or criminal liability under applicable law. MemoryWeb’s PhotoFlipz app recommends you use an "adult-content" warning label when pictures are being shared that include legal adult content;
Any material that could infringe rights of privacy, publicity or copyrights without the permission of the owner of these rights and the persons (or their parents or legal guardians, where applicable) who are shown in the material; and

By using MemoryWeb’s PhotoFlipz app to access any of these Services, you may encounter content that may be deemed offensive, indecent, or objectionable, which content may or may not be identified as having explicit language. Because MemoryWeb’s PhotoFlipz app may have no control over sites and information that may contain content that is offensive, indecent or objectionable, you agree to use the Services at your sole risk.

While MemoryWeb’s PhotoFlipz app is not responsible for the content of the submissions, MemoryWeb’s PhotoFlipz app reserves the right to delete, move or edit submissions that it, in its sole discretion, deems abusive, defamatory, obscene or in violation of copyright or trademark laws or otherwise unacceptable. MemoryWeb may request confirmation of the copyright or trademark ownership from the submitter. If MemoryWeb’s PhotoFlipz app does not receive any such confirmation or if there are continued claims of copyright or trademark infringement, MemoryWeb’s PhotoFlipz app reserves the right to share certain account information with governmental organizations or other third parties. If you dispute any copyright or trademark infringement claims, we will share with you the contact information of any party claiming any such infringement. In the event of any such dispute, MemoryWeb’s PhotoFlipz app reserves the right to suspend the display, viewing or sharing of any submissions until the issue has been resolved. You acknowledge that any submission may be removed, published, copied, modified, transmitted and displayed by MemoryWeb’s PhotoFlipz app for the purposes of delivering the offered services. In addition, you warrant that all moral rights in any uploaded materials have been waived.

MemoryWeb’s PhotoFlipz app will not be liable for the content of any submission.

4. Copyright Notice & Complaints

You retain the copyright in any User Content you create in MemoryWeb’s PhotoFlipz app. MemoryWeb’s PhotoFlipz app neither has nor wants any ownership of your Content.

You understand and acknowledge that any User Content contained in public postings, including any galleries that are not designated as unlisted, will be accessible to the public and could be accessed, indexed, archived, linked to and republished by others including, without limitation, appearing on other web sites and in search engine results. Therefore, you should be careful about the nature of the User Content you post. MemoryWeb’s PhotoFlipz app will not be responsible or liable for any third party access to or use of the User Content you post. MemoryWeb’s PhotoFlipz app provides many security options and settings for your content and you should read and understand them all.

You represent and warrant that (a) you own or otherwise control all of the rights to the User Content that you post or transmit, or you otherwise have the right to post, use, display, distribute and reproduce such User Content and to grant the rights granted herein; (b) the User Content you supply is accurate and not misleading; and (c) use and posting of the User Content you supply does not violate these Terms of Use and will not violate any rights of or cause injury to any person or entity.

If you believe that any material on MemoryWeb’s PhotoFlipz app infringes upon any copyright that you own or control, you may file a notification of such infringement with our Designated Agent as set forth below.

Customer Service

ATTN: Copyright Protection

MemoryWeb, LLC
757 DuPage Blvd. #3137
Glen Ellyn, IL 60138

Email: copyright@memoryweb.me

5. Trademarks

"MemoryWeb’s PhotoFlipz app", MemoryWeb’s PhotoFlipz app logo, the look and feel of MemoryWeb’s PhotoFlipz app, and any other Product or Service names, logos or slogans of MemoryWeb’s PhotoFlipz app contained in MemoryWeb’s PhotoFlipz app are trademarks of MemoryWeb’s PhotoFlipz app (collectively, the "MemoryWeb’s PhotoFlipz app Marks") and may not be copied, imitated or used without the prior written permission of MemoryWeb’s PhotoFlipz app. All other trademarks, registered trademarks, product names and company names or logos mentioned in MemoryWeb’s PhotoFlipz app are the property of their respective owners.

6. Title and Proprietary Information

"Intellectual Property Rights" shall include all functional and ornamental aspects of the Service, including of any screen displays, all websites provided by MemoryWeb Corporation with its Services, technical notes, computer program code, scripts, training materials, and works of authorship that may form a part of the Services or are generated or provided by MemoryWeb as part of the Service, all related technology, all training methods and materials, all MemoryWeb trademarks and names, and all other proprietary information of MemoryWeb, including patent, patent applications, patentable subject matter developed by MemoryWeb, trade secrets (including data, programming code etc.) trademark, copyright, and all other intellectual property rights therein. Except for the limited license granted herein, the Service and all related documentation and materials, and all Intellectual Property Rights contained therein, are and shall remain the sole and exclusive property of MemoryWeb. All rights and licenses not expressly granted to the Intellectual Property Rights as part of this Agreement are reserved by MemoryWeb.

7. Hyperlinks

You may create a text hyperlink to MemoryWeb’s PhotoFlipz app, provided such link does not portray MemoryWeb or any of its Products or Services in a false, misleading, derogatory or otherwise defamatory manner. This limited right may be revoked by MemoryWeb’s PhotoFlipz app at any time. Further, you may not frame MemoryWeb’s PhotoFlipz app without MemoryWeb's express written consent.

MemoryWeb’s PhotoFlipz app makes no representation regarding, and accepts no responsibility for, the quality, content, nature or reliability of third-party Web sites accessible by hyperlink from MemoryWeb’s PhotoFlipz app, or Web sites linking to MemoryWeb’s PhotoFlipz app. MemoryWeb provides these links to you only as a convenience, and the inclusion of any link does not imply affiliation or endorsement of any site or any information contained therein. When you leave MemoryWeb’s PhotoFlipz app, you should be aware that our terms and policies no longer govern.

8. Third Party Content

MemoryWeb’s PhotoFlipz app may host third party content on MemoryWeb’s PhotoFlipz app ("Third Party Content") solely as a convenience to its users. Such inclusion does not imply affiliation, endorsement, approval, or control by MemoryWeb’s PhotoFlipz app of any Third Party Content. MemoryWeb’s PhotoFlipz app makes no claim or representation regarding, and accepts no responsibility for, such Third Party Content or for the quality, accuracy, nature, ownership or reliability thereof. Users use such Third Party Content at their own risk.

9. Registration, Billing, Automatic Renewal, and Cancellation

Registration

In order to use MemoryWeb’s PhotoFlipz app, you must download the app and subscribe. You can choose to be enrolled in a monthly or annual subscription plan.
When you first install the app and create your first subscription, you will be given a free 3-day trial that proceeds your paid subscription.
You can find the specific details regarding your subscription at any time by visiting the "Settings" option on the PhotoFlipz app.
If you cancel your subscription during the 3 day free trial, you will not be billed for your paid subscription.
If you do not cancel your subscription during the free trial period, you will be billed for the subscription plan you chose (monthly or annual).
If you cancel your subscription after being billed, your account will be valid through the period of time that payment covered.
You can change your subscription type at any time during the trial period by accessing the "Settings" section of the Site.
If you are already a Paid Plan member and your payment method becomes invalid for whatever reason, you will be prompted to update your payment method, and you will no longer be able to access your account, with the exception of the pages that allow you to upgrade to a paid account, until you provide a valid form of payment.
If you do not supply a valid method of payment within 30 days of an expired Free Trial Plan or within 30 days of notification that your Paid Plan payment method is invalid, then we, in our sole discretion, may suspend or terminate your Account.

Billing

By enrolling in a Paid Plan, you expressly allow us to charge a fee to the payment method ("Payment Method") you selected during purchase (or to a different Payment Method if you change your billing information) at the then-current rate, and any other charges or taxes that may apply in connection with your use of the Service. As used in these Terms, "billing" will indicate either a charge or debit, as applicable, against your Payment Method. You will be billed at the start of your Paid Plan and each month or year thereafter, unless and until you cancel your subscription. In the event we are unable to charge an applicable renewal fee to your Payment Method for more than thirty (30) days after the beginning of a renewal term of your Subscription Plan, your account will be suspended. You agree that it is your responsibility to keep your Payment Method up-to-date; we expressly reserve the right to suspend or terminate your Membership and subscription in the event we are unable to charge to your Payment Method. Go to the "Settings" section of your account to see the date for your next renewal period.

Automatic Renewal and Notice

We will automatically bill to the Payment Method and renew your current Paid Plan for another term when each term expires. Each Paid Plan will renew for an additional term at the end of the current term. Unless otherwise specified, the automatically renewed plan will be for the same term and will be at the same price and at the same service level as your prior plan. Each automatic renewal and corresponding payment will be processed on the first day of the new term.

Automatic Enrollment Following Free Trial or Promotion

From time to time, we may offer you promotions that provide a discount on paid plans or make paid plans free for a period of time. Depending on the terms of your promotional offer, you may be enrolled into a paid plan before or following the expiration of your promotional period unless you cancel prior to the end of the promotional period.

Cancellation and Refunds

YOU MAY ONLY CANCEL YOUR PAID PLAN WITHIN THE FIRST 15 DAYS AFTER THE START OF YOUR PAID PLAN PERIOD. IF YOU CANCEL YOUR PAID PLAN WITHIN THE FIRST FIFTEEN (15) DAYS OF THE START OF THE PAID PLAN PERIOD, YOU WILL RECEIVE A FULL REFUND. THEREAFTER, NO REFUNDS OR CREDITS WILL BE PROVIDED FOR CANCELED PAID PLANS. To cancel, you will need to contact Customer Support at support@memoryweb.me.

10. Right to Terminate

We reserve the right to terminate, suspend or restrict your Membership and plan to the Service, with or without notice, for any or no reason whatsoever. If we do so, we will try to let you know in advance and help you retrieve your original uploaded photos and videos, although there may be some cases (for example, repeated or flagrant violation of these Terms, a court order, or danger to other users) where we may suspend your Membership and plan immediately.

11. Effect of Cancellation, Expiration or Termination

In the event of cancellation, expiration, downgrade or termination of your subscription or Membership, you may be unable to access your Content and you may no longer be allowed to upload additional Content. You may also lose access to certain features or functionality only available to current subscribers.

IN THE EVENT OF CANCELLATION, EXPIRATION, DOWNGRADE, OR TERMINATION OF YOUR PLAN OR MEMBERSHIP, IT IS YOUR RESPONSIBILITY TO BACK-UP YOUR FLIPZ PHOTOS, VIDEOS AND OTHER CREATED CONTENT PRIOR TO THE CANCELLATION, EXPIRATION, DOWNGRADE OR TERMINATION.

12. Advertisements And Promotions; Third Party Products and Services;

While our plan is not to do any advertising, if the company needs to add advertising, MemoryWeb’s Photo Flipz app has the ability to do so and may run advertisements and promotions from third parties or facilitate the sale of certain products or services by third parties. Your business dealings or interactions with such third parties, and any terms, conditions, warranties or representations associated with such dealings, are solely between you and such third party, and MemoryWeb’s PhotoFlipz app does not endorse, approve, or control any such products, services, advertising or promotions. MemoryWeb’s Photo Flipz app is not responsible or liable for any loss or damage of any sort incurred as the result of any such dealings or as the result of the presence of such advertisers or third-party products and services on MemoryWeb’s Photo Flipz app.

13. Age requirements

You must be at least 13 years of age to use our Service. If you, your parent or guardian, have any concerns please feel free to contact us.

14. About your account

Creation of an Account

Certain activities on MemoryWeb’s Photo Flipz app may require you to register and create an account. By registering, you represent and warrant that all information you provide in the registration form ("Registration Data") is complete and accurate. MemoryWeb’s Photo Flipz app reserves the right to refuse service to anyone at any time, with or without cause in its sole discretion. You agree to keep your registered email addresses and other Registration Data current and complete, as MemoryWeb’s Photo Flipz app may send important notices about your account or the Services to that email account.

Access to your account

Your account with MemoryWeb’s PhotoFlipz app is available for your personal, non-commercial use.
We may need to be able to access your account for the following reasons

To maintain our Service to you and develop new and useful features and services;
To follow a court order, subpoena, complaint or a lawful request from governmental authorities.

MemoryWeb reserves the right to close accounts set up for fraudulent purposes.

Account fee

There is no fee to download MemoryWeb’s PhotoFlipz app
New users will be given a free 3-day trial
In order to start the free trial, the user must select a subscription option that will begin after the free trial ends
If the user does not cancel the subscription prior to the free trial ending, the user will be charged for the subscription option they selected to start their free trial

Requests from Authorities

In order to cooperate with legitimate governmental requests, subpoenas or court orders, to protect MemoryWeb's systems and customers, or to ensure the integrity and operation of MemoryWeb's business and systems, MemoryWeb’s PhotoFlipz appmay access and disclose any information from your account it considers necessary or appropriate, including, without limitation, user profile information (i.e. name, e-mail address, etc.), IP addressing and traffic information, usage history, and posted content. You consent to such disclosure and agree that MemoryWeb’s PhotoFlipz app’s right to disclose any such information as described above shall govern over any contrary terms in any agreement or policy of MemoryWeb. For information regarding other ways that MemoryWeb’s PhotoFlipz appMemoryWeb may use or disclose your Registration Data, please see the MemoryWeb’s PhotoFlipz app’s Privacy Policy.

15. Account Security

You are solely responsible for maintaining the confidentiality of your account and for restricting access to your MemoryWeb’s PhotoFlipz app account. You agree to accept responsibility for all activities that occur under your account. We endeavor to use reasonable security measures to protect against unauthorized access to your account and to any User Content you designate as unlisted, hidden or password-protected. We cannot, however, guarantee absolute security of your account, your User Content or the personal information we collect, and we cannot promise that our security measures will prevent third-party "hackers" from illegally accessing MemoryWeb or its contents. You agree to immediately notify MemoryWeb’s PhotoFlipz app of any unauthorized use or your account, or any other breach of security, and to accept all risks of unauthorized access to the Registration Data and any other information you provide to MemoryWeb’s PhotoFlipz app.

16. Social Media and Networking Sites

As a Member of the Service, you have the option of granting us access to your account(s) with certain third-party social media and networking sites, such as Facebook, Instagram, Twitter, and others (each, an "SNS"). Provided an SNS permits this, we can capture and make available on the Site and through the Application the photos and other content that you have stored in your account(s) with such SNSs ("SNS Content"). By granting us access to your SNS Content, you understand that we will access, make available and store (if applicable) your SNS Content so that it is available on the Site and through the Application. We are not responsible for any SNS Content stored on an SNS that you choose to make available on the Site and through the Application. Depending on the SNS you choose and subject to the privacy settings you have set in your SNS account(s), personally identifiable information that you post to your SNS account(s) will be available on the Site and through the Application. Please note that if an SNS account becomes unavailable or SNS terminates our access to your SNS account(s), any Content from that SNS may no longer be available on the Site and through the Application. You have the ability to disable the connection between the Site and Application and your SNS account(s), at any time, by accessing the "Settings" section of the Site and Application. PLEASE NOTE THAT YOUR RELATIONSHIP WITH EACH SNS, INCLUDING YOUR RIGHTS WITH RESPECT TO ANY CONTENT THAT 5YOU PROVIDE TO AN SNS AND THE STORAGE OF SUCH CONTENT, IS GOVERNED SOLELY BY YOUR AGREEMENT(S) WITH SUCH SNS.

17. Member Submissions

Any Content you post, upload, publish, submit or transmit via the Service is subject to MemoryWeb’s PhotoFlipz app Terms and Conditions.

18. General Legal Terms

Any dispute or claim arising from or relating to these Terms or the Service is subject to the disclaimer of warranties, limitation of liability, governing law and all other terms in MemoryWeb’s PhotoFlipz app Terms and Conditions.

19. Interruptions or Discontinuation of Hosting Services; Changes to Hosting Services and Terms of Service.

Services that may be accessed from the MemoryWeb Software are not available in all languages or in all countries.

MemoryWeb reserves the right at any time, in its sole discretion and without notice, to suspend, modify, discontinue or permanently cancel the Hosting Services, or portions thereof; and the MemoryWeb Infinity Accounts and MemoryWeb Infinity Account Plans, including making changes to any policies, features and terms applicable thereto. If the Hosting Services, or any part thereof, to which you subscribe are permanently discontinued or canceled by MemoryWeb, your MemoryWeb Infinity Account will terminate, and we will have no further liability to you. In addition, there may be occasions when the Hosting Services are interrupted such as for maintenance, upgrades, system or equipment failure or otherwise. MEMORYWEB WILL HAVE NO LIABILITY TO YOU FOR ANY INTERRUPTION, SUSPENSION, DISCONTINUANCE OR UNAVAILABILITY OF THE HOSTING SERVICES FOR ANY REASON, OR FOR ANY LOSS OF OR INABILITY TO ACCESS ANY MEDIA OR MATERIALS HOSTED ON THE SITE. YOU ARE SOLELY RESPONSIBLE FOR MAKING AND SAFEKEEPING, BACKUP COPIES OF MEDIA OR OTHER MATERIALS YOU POST TO THE SITE.

20. Non-US Laws and Language

Services that may be accessed from MemoryWeb’s PhotoFlipz app software are not available in all languages or in all countries. MemoryWeb’s PhotoFlipz appmakes no representation that such Services are appropriate or available for use in any particular location. To the extent you choose to access such Services, you do so at your own initiative and are responsible for compliance with any applicable laws, including but not limited to applicable local laws.

21. Third-party software

We may make software from third-party companies available to you. To download such software, you must first agree to the respective software licenses and/or warranties. Each software product is subject to the individual company’s terms and conditions, and the agreement will be between you and the respective company.

This means that we do not guarantee that any software you download will be free of any contaminating or destructive code, such as viruses, worms or Trojan horses. We do not offer any warranty on any third-party software you download using Our Service.

22. Third-party links

We may provide links to third-party sites that might be of interest to you. We have no control over the content or availability of the contents of these sites. It is your responsibility to become familiar with each site's privacy and other policies and terms of service, and to contact that site’s Webmaster or site administrator with any concerns.

23. Copyrighted material and software

All of the information, content, software and materials we offer are protected by copyright and other pertaining laws. You may not copy or distribute such material without the copyright owner’s prior written consent. You may use these materials for personal, non-commercial use only, so long as you do not modify the materials or remove any copyright or other proprietary rights notices contained in the materials.

24. Privacy policy

When you create an account with MemoryWeb’s PhotoFlipz app, you may need to provide some personal information, such as your name, email address, and mailing address. We protect and use this information as set forth in our Privacy Policy.

25. U.S. Government Restricted Rights

All materials, information, software and other products supplied by or through the Service are provided with "RESTRICTED RIGHTS." use, duplication, or disclosure by the U.S. Government is subject to restrictions as set forth in FAR52.22724 and DFAR252.227-7013 et seq. or its successor. Use of any of such by the Government constitutes acknowledgment of our or our suppliers’ proprietary rights in them. In the event that the License, or any part thereof, is deemed inconsistent with the minimum rights identified in the Restricted Right provisions, the minimum rights shall prevail.

26. Indemnification

You agree to indemnify, defend and hold harmless us, our officers, directors, employees, agents, licensors, suppliers and any third-party information providers to the Service from and against all losses, expenses, damages and costs, including reasonable attorneys’ fees, resulting from any violation of these Terms or any activity related to your account (including negligent or wrongful conduct) by you or any other person accessing the Service using your account.

27. Claims

Any action hereunder must be brought, if at all, within one (1) year from the accrual of the cause of action. This Agreement will be governed by and construed in accordance with the laws of the State of Illinois, excluding its conflict of law principles. This Agreement shall not be governed by the United Nations Convention on Contracts for the International Sale of Goods, the application of which is expressly excluded. If you are a consumer based in the United Kingdom, this Agreement will be governed by the laws of the jurisdiction of your residence. If for any reason a court of competent jurisdiction finds any provision, or portion thereof, to be unenforceable, the remainder of this Agreement shall continue in full force and effect.

28. Export

You are responsible for compliance with all local laws, and you are required to comply with U.S. export laws and regulations when you use or export any software or materials provided through the Service.

29. Pricing; Payment Terms

All prices are listed in U.S. dollars and are valid until altered by us. MemoryWeb reserves the right to change the payment methods it accepts at any time without notice. If we are unable to process a payment using your credit card on file, we may, but are under no obligation to, call you using your telephone number on file to ask whether you wish to use an alternative form of payment. We may terminate your MemoryWeb’s PhotoFlipz app Account or your order for Products, withhold upgrades to the Services, and take such other action as appropriate if we are unable to process your credit card payment and you do not provide an alternative form of payment. You agree to reimburse MemoryWeb’s PhotoFlipz app for any and all costs incurred in collecting amounts owed by you to MemoryWeb’s PhotoFlipz app, including, without limitation, attorneys' fees and costs of collection agencies.

30. Disclaimer of Warranties

THE CONTENT AND/OR MATERIALS AVAILABLE THROUGH MEMORYWEB’S PHOTOFLIPZ APPE ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS AND WITHOUT WARRANTIES OF ANY KIND EITHER EXPRESS OR IMPLIED.

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, MEMORYWEB’S PHOTOFLIPZ APP EXPRESSLY DISCLAIMS ALL WARRANTIES AND CONDITIONS OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. MEMORYWEB’S PHOTOFLIPZ APP MAKES NO WARRANTY THAT ITS SITE OR SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR FREE, OR THAT THIS SITE OR OUR SERVER IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. MEMORYWEB’S PHOTOFLIPZ APP MAKES NO WARRANTY REGARDING ANY SOFTWARE, GOODS, SERVICES, SPECIAL OFFERS, OR THE DELIVERY OF ANY SOFTWARE, GOODS OR SERVICES, PURCHASED, ACCESSED OR OBTAINED THROUGH MEMORYWEB’S PHOTOFLIPZ APP OR ADVERTISED THROUGH MEMORYWEB’S PHOTOFLIPZ APP WEBSITE.

31. Limitation of liability

TO THE EXTENT NOT PROHIBITED BY APPLICABLE LAW, IN NO EVENT SHALL MEMORYWEB’S PHOTOFLIPZ APP BE LIABLE FOR PERSONAL INJURY, OR ANY INCIDENTAL, SPECIAL, INDIRECT OR CONSEQUENTIAL DAMAGES WHATSOEVER, INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF PROFITS, CORRUPTION OR LOSS OF DATA OR INFORMATION, FAILURE TO TRANSMIT OR RECEIVE ANY DATA, BUSINESS INTERRUPTION OR ANY OTHER COMMERCIAL DAMAGES OR LOSSES, ARISING OUT OF OR RELATED TO YOUR USE OR INABILITY TO USE THE MEMORYWEB PHOTOFLIPZ SOFTWARE, SERVICES OR ANY THIRD PARTY SOFTWARE OR APPLICATIONS IN CONJUNCTION WITH THE MEMORYWEB PHOTOFLIPZ SOFTWARE OR SERVICES, HOWEVER CAUSED, REGARDLESS OF THE THEORY OF LIABILITY (CONTRACT, TORT OR OTHERWISE) AND EVEN IF MEMORYWEB’S PHOTOFLIPZ APP HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OF LIABILITY FOR PERSONAL INJURY, OR OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THIS LIMITATION MAY NOT APPLY TO YOU. In no event shall MemoryWeb’s PhotoFlipz app total liability to you for all damages (other than as may be required by applicable law in cases involving personal injury) exceed the amount of fifty dollars ($50.00). The foregoing limitations will apply even if the above stated remedy fails of its essential purpose.

32. Customer Policy for Idea Submission

Many of our customers are interested in submitting ideas for products and services to be used at MemoryWeb, either independent of, or in conjunction with, our internally developed concepts. We appreciate our customers’ interest in improving our service; however, please note our policy on external idea submission:

Unsolicited ideas submitted to MemoryWeb, LLC, MemoryWeb’s PhotoFlipz app or any of employees automatically become the property of MemoryWeb LLC
By submitting unsolicited ideas to MemoryWeb LLC you automatically forfeit your right to the intellectual property of these ideas.

If you intend to own the intellectual property rights of your ideas in any way (patent, trade secrets, copyright, trademark, etc.) please do not submit your concepts or prototype samples to MemoryWeb LLC, MemoryWeb’s PhotoFlipz app, or its employees.

If we think there is an opportunity to pursue your idea further, we will contact you. Please note that a proper legal agreement may need to be executed in order to evaluate your concept(s).

33. Intellectual Property

You agree that the Services may contain proprietary content, information and material that is owned by MemoryWeb’s PhotoFlipz app and/or its licensors, and is protected by applicable intellectual property and other laws, including but not limited to copyright, and that you will not use such proprietary content, information or materials in any way whatsoever except for permitted use of the Services. No portion of the Services may be reproduced in any form or by any means. You agree not to modify, rent, lease, loan, sell, distribute, or create derivative works based on the Services, in any manner, and you shall not exploit the Services in any unauthorized way whatsoever, including but not limited to, by trespass or burdening network capacity.

34. Miscellaneous

We may assign our rights and responsibilities hereunder without notice to you.

If any part of this Agreement is held to be invalid or unenforceable, then the invalid or unenforceable provision will be deemed superseded by a valid, enforceable provision most closely matching the intent of the original provision and the remainder of the Terms will continue in effect.

These Terms constitute the entire agreement between you and us with respect to this Service, and supersede all other communications, written or oral, with regard to the Service.