User Agreement

Terms of Use

Last updated: 4 April 2024

Please carefully read the following Terms of Use (these “Terms of Use”), which constitute the terms and conditions upon which you may access and use the Memwa iOS and Android applications, the Memwa website and all other online platforms over which Memwa is made available, including the Memwa Partner Platform at partner.memwa.com (“Memwa Partner Platform”).

In these Terms of Use references to the “App” shall be interpreted to mean all the applications, website and platforms referred to above

These Terms of Use to all users of the App, including users who sign up for use of the Memwa Partner Platform (“Partner Platform Users”).

You should also carefully read our Privacy Policy, which explains how we collect, use, safeguard and disclose personal information.

Your agreement to these Terms of Use

These Terms of Use constitute a legally binding agreement made between all users of the App, including Partner Platform Users, whether the user is acting in their personal capacity or on behalf of an entity (“you”, “your”, or “user”) and Rememba Pty Ltd (ACN 666 119 759), doing business as ‘Memwa’ (“Company”, “we”, “us”, or “our”), governing your access to and use of the App. You agree that by accessing the App, you have read, understood, and agreed to be bound by all of these Terms of Use.

These Terms of Use take effect as between you and us with effect from the first time you access the App.

IF YOU DO NOT AGREE WITH ALL OF THESE TERMS OF USE, THEN YOU ARE EXPRESSLY PROHIBITED FROM USING THE APP AND YOU MUST DISCONTINUE YOUR USE OF THE APP IMMEDIATELY.

We reserve the right, in our sole discretion, to make changes or modifications to these Terms of Use at any time and for any reason. We will alert you about any changes by updating the “Last updated” date above, and you waive any right to receive specific notice of each such change. It is your responsibility to periodically review these Terms of Use to stay informed of updates. You will be subject to, and will be deemed to have been made aware of and to have accepted, the changes in any revised Terms of Use by your continued use of the App on and after the date such revised Terms of Use are posted.

Licence to use the App

Provided that you are eligible to use the App, you are granted a limited licence to access and use the App solely for non-commercial purposes, provided that Partner Platform Users may be permitted to use the content they upload for commercial purposes to the extent contemplated under the Memwa Partner Platform.

User registration

If you register to use the App, you agree to keep your password confidential and will be responsible for all use of your account and password. If you register to use the App on behalf of an entity (including registration for use of the Memwa Partner Platform), you acknowledge that only one user can register on behalf of the entity unless we otherwise allow.

Your Content

(a) By uploading content to the App (“Your Content”), you grant us a perpetual, worldwide, nonexclusive, transferable, royalty-free, commission-free license to copy, reproduce, transmit and prepare derivative works based upon, and otherwise use Your Content for the purposes of the App.

(b) Apart from the licence you grant to us as described in paragraph (a) above, you reserve all other rights and licenses in and to Your Content, including, for Partner Platform Users, the right to licence or assign ownership of Your Content to your customers for their non-commercial use within or outside the App, provided that any such assignment must preserve our perpetual licence rights described in paragraph (a) above.

that you are the sole and exclusive owner of all of Your Content or that you have all rights, licenses, consents, and releases that are necessary to make available Your Content and to grant all rights and licenses in such content as granted under these Terms of Use;
that Your Content will not infringe, misappropriate, or violate any third party’s copyright, moral rights, or other intellectual property rights, or rights of publicity or privacy, or result in the violation of any applicable law or regulation; and
that Your Content will not be objectionable or inappropriate in nature, including (without limitation) by defaming anyone, glorifying or trivializing violence or human suffering, be pornographic in nature, contain hate speech, vilify an individual or group of people because of race, religion, disability, gender identity or sexuality, contain harmful misinformation or disinformation, constitute harassment or be threatening in nature.

Prohibited activities

MEMWA HAS ABSOLUTELY NO TOLERANCE FOR OBJECTIONABLE CONTENT OR ABUSIVE BEHAVIOUR.

The App is actively monitored and objectionable content will be removed and users who upload objectionable content or engage in abusive behaviour will have their accounts deleted immediately.

For the avoidance of doubt, the prohibitions and restrictions on use of the App and our rights in relation to Your Content and deletion of accounts, as described in these Terms of Use, apply with equal effect to Partner Platform Users, as they do to all other users.

Users have the ability to report objectionable content by flagging the images or sending a message to contact@memwa.com or via the contact us page.

(a) You may only use the App for lawful purposes and in accordance with these Terms of Use. Without limiting the generality of such restriction, you agree not to use or access the App:

in any way that infringes upon the rights of others, or in any way is illegal, threatening, fraudulent, or harmful, or in connection with any unlawful, illegal, fraudulent, or harmful purpose or activity;
in any manner that could disable, overburden, damage, or impair the App or interfere with any other party’s use of the App;
to engage in any other conduct which, as determined by us, may harm us or other users or expose us or them to liability;
to upload or transmit (or attempt to upload or to transmit) any material that acts as a passive or active information collection or transmission mechanism or systematically retrieve data or other content from the App to create or compile, directly or indirectly, a collection, compilation, database, or directory without written permission from us;
to defraud, or mislead us and other users, especially in any attempt to learn sensitive account information such as user passwords;
to collect usernames and/or email addresses of users for the purpose of sending unsolicited email, or creating user accounts by automated means or under false pretences; or
to disparage, tarnish, or otherwise harm, in our opinion, us and/or the App.

(b) You further agree not to:

use any information obtained from the App in order to harass, abuse, or harm another person;
engage in unauthorised framing of or linking to the App;
upload or transmit (or attempt to upload or to transmit) viruses, Trojan horses, or other material, including excessive use of capital letters and spamming (continuous posting of repetitive text), that interferes with any user’s uninterrupted use and enjoyment of the App or modifies, impairs, disrupts, alters, or interferes with the use, features, functions, operation, or maintenance of the App;
except as may be the result of standard search engine or Internet browser usage, use, launch, develop, or distribute any automated system, including without limitation, any spider, robot, cheat utility, scraper, or offline reader that accesses the App, or using or launching any unauthorised script or other software;
delete the copyright or other proprietary rights notice from any content on the App;
impersonate or attempt to impersonate us or any of our employees, another user, or any other person or entity;
attack the App via a denial-of-service attack or a distributed denial-of-service attack;
copy or adapt the App’s software or decipher, decompile, disassemble, or reverse engineer any of the software comprising or in any way making up a part of the App;
use the App as part of any effort to compete with us; or
circumvent, disable, or otherwise interfere with security-related features of the App, including features that prevent or restrict the use or copying of any content on the App or enforce limitations on the use of the App and/or Our Content.

Our intellectual property rights

Unless otherwise indicated, the App and content published on the App are our property. Without limiting the generality of the foregoing, all source code, databases, functionality, software, website designs, audio, video, text, photographs, and graphics on the App (collectively, “Our Content”) and the trademarks, service marks, and logos contained therein (the “Marks”) are owned or controlled by us or licensed to us, and are protected by copyright and trademark laws and various other intellectual property rights and unfair competition laws of Australia, international copyright laws, and international conventions. Except as expressly provided in these Terms of Use, no part of the App and none of Our Content or Marks may be copied, reproduced, aggregated, republished, uploaded, posted, publicly displayed, encoded, translated, transmitted, distributed, sold, licensed, or otherwise exploited for any commercial purpose whatsoever, without our express prior written permission.

Provided that you are eligible to use the App, you are granted a limited licence to access and use the App solely for your personal use. We reserve all rights not expressly granted to you in and to the App, Our Content and the Marks.

Memwa Partner Platform marketing

Partner Platform Users are permitted to and encouraged to promote the Memwa Partner Platform to other users or prospective users. All such promotional activities must comply with applicable laws, including Australian Consumer Law, as well as the intellectual property rights provisions above. We reserve the right to direct you to comply with our branding policies and guidelines in effect from time to time.

Third-party websites and content

The App may contain links to third party-operated websites ("Third-Party Websites") as well as articles, photographs, text, graphics, pictures, designs, music, sound, video, information, applications, software, and other content or items belonging to or originating from third parties ("Third-Party Content"). We are not responsible for any Third-Party Websites accessed through the App or any Third-Party Content posted on, available through, or installed from the App, including the content, accuracy, offensiveness, opinions, reliability, privacy practices, or other policies of or contained in the Third-Party Websites or the Third-Party Content. Inclusion of, linking to, or permitting the use or installation of any Third-Party Websites or any Third-Party Content does not imply approval or endorsement thereof by us.

If you decide to leave the App and access the Third-Party Websites or to use any Third-Party Content, you do so at your own risk, and you should be aware these Terms of Use no longer govern such activities. You should review the applicable terms and policies, including privacy and data collection practices, of any website to which you navigate from the App or relating to any applications you use or install from the App.

Any purchases you make through Third-Party Websites will be through other websites and from other companies, and we take no responsibility whatsoever in relation to such purchases which are exclusively between you and the applicable third party. You agree and acknowledge that we do not endorse the products or services offered on Third-Party Websites and you shall hold us harmless from any harm caused by your purchase of such products or services.

Additionally, you shall hold us harmless from any losses sustained by you or harm caused to you relating to or resulting in any way from any Third-Party Content or any contact with Third-Party Websites.

Error reporting and feedback

You may provide us with information and feedback concerning errors, suggestions for improvements, ideas, problems, complaints, and other matters related to the App (“Feedback”).

You acknowledge and agree that:

(a) you shall not retain, acquire or assert any intellectual property right or other right, title or interest in or to the Feedback, provided that in the event the transfer of the ownership to the Feedback is not possible due to applicable mandatory laws, you grant us an exclusive, transferable, irrevocable, free-of-charge, sub-licensable, unlimited and perpetual right to use (including copy, modify, create derivative works, publish, distribute and commercialise) Feedback in any manner and for any purpose;

(b) Feedback does not contain confidential information or proprietary information from you or any third party; and

Feedback can be provided by contacting us.

Site management

We reserve the right, but not the obligation, to:

(a) monitor the App for violations of these Terms of Use;

(b) take appropriate legal action against anyone who, in our sole discretion, violates the law or these Terms of Use, including without limitation, reporting such user to law enforcement authorities;

(c) in our sole discretion and without limitation, notice, or liability, remove from the App or otherwise disable all files and content that are excessive in size or are in any way burdensome to our systems; and

(d) otherwise manage the App in a manner designed to protect our rights and property and to facilitate the proper functioning of the App.

Term and termination

These Terms of Use shall remain in full force and effect while you use the App.

WITHOUT LIMITING ANY OTHER PROVISION OF THESE TERMS OF USE, WE RESERVE THE RIGHT TO, IN OUR SOLE DISCRETION AND WITHOUT NOTICE OR LIABILITY, DENY ACCESS TO AND USE OF THE APP (INCLUDING BLOCKING CERTAIN IP ADDRESSES), TO ANY PERSON FOR ANY REASON OR FOR NO REASON, INCLUDING WITHOUT LIMITATION FOR BREACH OF ANY REPRESENTATION, WARRANTY, OR COVENANT CONTAINED IN THESE TERMS OF USE OR OF ANY APPLICABLE LAW OR REGULATION. WE MAY TERMINATE YOUR USE OR PARTICIPATION IN THE APP OR DELETE YOUR ACCOUNT AND ANY CONTENT OR INFORMATION THAT YOU POSTED AT ANY TIME, WITHOUT WARNING, IN OUR SOLE DISCRETION. OUR RIGHTS UNDER THIS PARAGRAPH SPECIFICALLY EXTEND TO, BUT ARE NOT LIMITED TO, PARTNER PLATFORM USERS.

If we terminate or suspend your account for any reason, you are prohibited from registering and creating a new account under your name, a fake or borrowed name, or the name of any third party, even if you may be acting on behalf of the third party. In addition to terminating or suspending your account, we reserve the right to take appropriate legal action, including without limitation pursuing civil, criminal, and injunctive redress.

Modifications and interruptions

We reserve the right to change or modify the App, or any components thereof, at any time or for any reason at our sole discretion without notice. However, we have no obligation to update any information on the App. We also reserve the right to modify or discontinue all or part of the App without notice at any time. We will not be liable to you or any third party for any modification, price change, suspension, or discontinuance of the App.

We cannot guarantee the App will be available at all times. We may experience hardware, software, or other problems or need to perform maintenance related to the App, resulting in interruptions, delays, or errors. We reserve the right to change, revise, update, suspend, discontinue, or otherwise modify the App at any time or for any reason without notice to you. You agree that we have no liability whatsoever for any loss, damage, or inconvenience caused by your inability to access or use the App during any downtime or discontinuance of the App. Nothing in these Terms of Use will be construed to obligate us to maintain and support the App or to supply any corrections, updates, or releases in connection therewith.

Corrections

There may be information on the App that contains typographical errors, inaccuracies, or omissions, including descriptions, pricing, availability, and various other information. We reserve the right to correct any errors, inaccuracies, or omissions and to change or update the information on the App at any time, without prior notice.

Disclaimer

THE APP IS PROVIDED ON AN AS-IS AND AS-AVAILABLE BASIS. YOU AGREE THAT YOUR USE OF THE APP AND OUR SERVICES WILL BE AT YOUR SOLE RISK. TO THE FULLEST EXTENT PERMITTED BY LAW, WE DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, IN CONNECTION WITH THE APP AND YOUR USE THEREOF, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. WE MAKE NO WARRANTIES OR REPRESENTATIONS ABOUT THE ACCURACY OR COMPLETENESS OF THE APP’S CONTENT OR THE CONTENT OF ANY WEBSITES LINKED TO THE APP AND WE WILL ASSUME NO LIABILITY OR RESPONSIBILITY FOR ANY (1) ERRORS, MISTAKES, OR INACCURACIES OF CONTENT AND MATERIALS, (2) PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM YOUR ACCESS TO AND USE OF THE APP, (3) ANY UNAUTHORISED ACCESS TO OR USE OF OUR SECURE SERVERS AND/OR ANY AND ALL PERSONAL INFORMATION AND/OR FINANCIAL INFORMATION STORED THEREIN, (4) ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM THE APP, (5) ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE WHICH MAY BE TRANSMITTED TO OR THROUGH THE APP BY ANY THIRD PARTY, AND/OR (6) ANY ERRORS OR OMISSIONS IN ANY CONTENT AND MATERIALS OR FOR ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF THE USE OF ANY CONTENT POSTED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE VIA THE APP. WE DO NOT WARRANT, ENDORSE, GUARANTEE, OR ASSUME RESPONSIBILITY FOR ANY PRODUCT OR SERVICE ADVERTISED OR OFFERED BY A THIRD PARTY THROUGH THE APP, ANY HYPERLINKED WEBSITE, OR ANY WEBSITE OR MOBILE APPLICATION FEATURED IN ANY BANNER OR OTHER ADVERTISING, AND WE WILL NOT BE A PARTY TO OR IN ANY WAY BE RESPONSIBLE FOR MONITORING ANY TRANSACTION BETWEEN YOU AND ANY THIRD-PARTY PROVIDERS OF PRODUCTS OR SERVICES. AS WITH THE PURCHASE OF A PRODUCT OR SERVICE THROUGH ANY MEDIUM OR IN ANY ENVIRONMENT, YOU SHOULD USE YOUR BEST JUDGMENT AND EXERCISE CAUTION WHERE APPROPRIATE.

Limitations of liability

IN NO EVENT WILL WE OR OUR DIRECTORS, EMPLOYEES, OR AGENTS BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY DIRECT, INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL, OR PUNITIVE DAMAGES, INCLUDING LOST PROFIT, LOST REVENUE, LOSS OF DATA, OR OTHER DAMAGES ARISING FROM YOUR USE OF THE APP, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

Indemnification

You agree to defend, indemnify, and hold us harmless, including our affiliates, and all of our respective officers, agents, partners, and employees, from and against any loss, damage, liability, claim, or demand, including reasonable attorneys’ fees and expenses, made by any third party due to or arising out of:

(a) your use of the App;

(b) any breach of these Terms of Use by you, including any breach of your representations and warranties set forth in these Terms of Use;

(d) any harmful act you commit toward any other user of the App with whom you connected via the App.

Notwithstanding the foregoing, we reserve the right, at your expense, to assume the exclusive defence and control of any matter for which you are required to indemnify us, and you agree to cooperate, at your expense, with our defence of such claims. We will use reasonable efforts to notify you of any such claim, action, or proceeding which is subject to this indemnification upon becoming aware of it.

Minors

All users who are minors in the jurisdiction in which they reside must have the permission of, and be directly supervised by, their parent or guardian to use the App. If you are a minor, you must have your parent or guardian read and agree to these Terms of Use prior to you using the App.

Governing law

These Terms of Use are governed by the laws of Victoria, Australia without regard to its conflict of laws provision. You consent to the exclusive jurisdiction of the courts of Victoria, Australia in connection with any action or dispute arising between the parties under or in connection with this Privacy Policy.

Miscellaneous

(a) These Terms of Use and any policies or operating rules posted by us on the App or in respect to the App constitute the entire agreement and understanding between you and us in relation to the matters to which they relate.

(b) Our failure to exercise or enforce any right or provision of these Terms of Use shall not operate as a waiver of such right or provision.

(d) We may assign any or all of our rights and obligations to others at any time.

(e) We shall not be responsible or liable for any loss, damage, delay, or failure to act caused by any cause beyond our reasonable control.

(f) If any provision or part of a provision of these Terms of Use is determined to be unlawful, void, or unenforceable, that provision or part of the provision is deemed severable from these Terms of Use and does not affect the validity and enforceability of any remaining provisions.

(g) There is no joint venture, partnership, employment or agency relationship created between you and us as a result of these Terms of Use or use of the App.

(h) You agree that these Terms of Use will not be construed against us by virtue of us having drafted them.

(i) You hereby waive any and all defences you may have based on the electronic form of these Terms of Use and the lack of signing by the parties hereto to execute these Terms of Use.

Contact details

In order to resolve a complaint regarding the App or to receive further information regarding use of the App, please contact us.