Terms and privacy

This document is an agreement governing the use of the https://memento.ly iOS Application made between the Administration of the Application and the user who has registered at the Application and agreed to the terms of the Agreement.

This Agreement was developed by the Administration of the Application, is a contract pursuant to the Civil Code of the Russian Federation and applies to the relations between the Administration of the Application and Users in connection with the services provided by the Application, and the relations involving rights of third parties who are not parties to the Agreement but whose rights and lawful interests may be affected by the Users' actions.

Using the Application the User acknowledges that he has read the Agreement and fully and unconditionally agrees to its terms without any qualifications or exceptions. The Administration retains the right to amend and/or modify the Agreement from time to time. The User has to accept every new version of the Agreement. New version of the Agreement becomes effective and binding upon the Users thirty (30) calendar days from its publication, unless the User's rejection.

If the User does not agree to the terms of the Agreement, he shall immediately cease any use of the Application.

1. TERMS AND DEFINITIONS

For the purposes of this Agreement, the following capitalized terms shall have the following meanings, unless expressly stated otherwise or unless the context otherwise requires. Terms in the singular (as the case may be) shall include the plural and vice versa, and any references to Schedules, Sections and Clauses mean references to schedules, sections and clauses hereof.

Administration - means Techcomstart LLC, seated in Moscow, Russian Federation, the details of which are given in Section 11;

Personal Data - means information and data of the User reflected on the Application's pages or otherwise, which allow his direct and/or indirect identification;

User - means (а) an individual at least 18 years old duly registered at the Application or a person completing a registration process; or (b) another person who has entered into a cooperation agreement with the Administration;

Application - means an integrated software and hardware complex and data bases containing information accessible to the general public which allows any person to gain access to such information from any place and at any time at such person's election using a personal computer and/or another device, including wireless or hand held electronic device (pocket PC, cellular phones and other wireless phones etc.) using any technologies, standards and protocols (web, wap etc.), both existing now and those which may appear in the future;

Records - means voice messages recorded by the Users with the help of the functional capacities of the Application.

Applicable Laws - means the laws of the Russian Federation;

Site - has the same meaning as the Application;

Agreement - means the current version of this User Agreement as amended, published on the Internet at https://memento.ly/terms_and_privacy

Unique ID - means a unique sequence of symbols uniquely connected with the User and stored in the data base of the Site, which is generated automatically by the hardware and software of the Application after the User completes actions set forth in Clause 2.2.; The date on which the Unique ID is assigned is confirmed by the technical means of the Application;

Services - means services set forth in Clause 4.1 and in schedules hereto which the Administration may from time to time publish on the Site.

2. REGISTRATION, EXECUTION AND TERM OF THE AGREEMENT

2.1. To receive full access to the Application's features the scope of which is determined by the Administration unilaterally, the User must accept this Agreement. The User accepts the terms of this Agreement by registration and creation of an account on the Application pursuant to the provisions of this Section 2.

2.2. Registration on the Application is voluntary and may be completed using one of the following methods: by completion of the form available in a 'Sign up' screen after verification of the mobile phone number by entering the numeric code sent via SMS.

2.3. Registration is deemed complete, and the Agreement is deemed executed and comes into effect when the User is assigned a Unique ID. The Agreement remains in effect for an unlimited period of time unless terminated on the grounds set forth herein.

2.4. Registration is valid only if the User is a capable individual who has reached the legal age set forth by the laws of the Russian Federation as the age necessary to enter into similar agreements. Registration is also valid if the User not being an individual enters into a cooperation agreement with the Administration.

2.5. User is fully responsible for safekeeping of his phone number for access to the Application, and for losses arising out of unauthorized use of his phone number.

2.6. User may not transfer his login or provide his login and password for use to other Users and third parties.

2.7. Sign up for the Application by a User using other people’s phone numbers or non-existent phone numbers is prohibited and triggers liability as set forth by the Applicable Laws.

2.8. The Application partly is paid. Should the operating expenses and value of the Services offered by the Application increase, the Administration retains the right to increase the cost of the Application and Services provided. If such a decision is made the User will be sent a reasonable push up notification, and will be given an opportunity to terminate his status of a User.

3. PERSONAL DATA, PRIVACY POLICY

3.1. By taking actions set forth in Clause 2.2. and by receiving the Unique ID the User confirms his decision to provide his Personal Data to the Application and give the latter his continuing consent for processing thereof (gathering, recording, classification, accumulation, storage, amendment (update, modification), retrieval, use, transfer (distribution, provision, access), depersonalization, blocking, removal, destruction) for the purposes and on the terms set forth herein and the Personal Data Processing Policy approved by the Administration.

3.2. By taking actions set forth in Clause 2.2. and receiving a Unique ID, the User also confirms to the Application his consent to the cross border transmission of Personal Data for their display to other Users to the extent the same is required by the Application operating mechanisms and provision of Services.

3.3. Personal Data shall be processed by the Administration on its own and using computer equipment.

3.4. Personal Data shall be processed pursuant to the Applicable Laws with a view to provision of the Services, subject to taking all measures necessary to protect Personal Data against unauthorized access, modification, disclosure or destruction. Access to Personal Data shall be given only to those employees of the Administration who need to know such data to ensure operation of the Application and for provision of Services and only to the extent they are required by such employee to provide such Services.

4. SERVICES

4.1. The main Service of the Application is to provide tools to record and save short voice reminders and distribute via cellular network to the recipients at a preset time and date. Administration may introduce additional services as it may see fit. The procedure of their use will be published on the Site.

4.2. Pursuant to an individual request and subject to the Administration's consent, User may receive additional Services the scope and terms of which shall be negotiated.

4.3. The Portal provides the main Service partly on a chargeable basis. The effective costs are charged on an auto-renewable monthly basis and are published online: https://itunes.apple.com/ru/app/memento-ly/id1011231197?mt=8. Any unused portion of a free trial period, if offered, will be forfeited when the user purchases a subscription to that publication. Payment will be charged to iTunes Account at confirmation of purchase. Subscription automatically renews unless auto-renew is turned off at least 24-hours before the end of the current period. Account will be charged for renewal within 24-hours prior to the end of the current period. Subscriptions may be managed by the user and auto-renewal may be turned off by going to the user's Account Settings after purchase. Should the operating expenses and value of the Services offered by the Portal increase, the Administration retains the right to increase the costs of paid services in the future. If such a decision is made the User will be sent a reasonable push up notification, and will be given an opportunity to opt out of using the Services on new terms and/or terminate his status of a User.

5. TERMS AND PROCEDURE OF USING THE PORTAL

5.1. The Application and the Services are designated for personal, home or family use only, not for business purposes, or for commercial use as set forth in cooperation agreements which may be made by the Administration and the relevant Users.

5.2. All Records posted and contained on the Application in any form are protected by copyright, intellectual property laws and are eligible to legal protections available under the Applicable Laws. Copying, storage, distribution, transmission or other use of the Records without a written permission of the Administration and copyright holder is prohibited and may result in liability under the Applicable Laws.

5.3. Administration may post on the Application advertising information or any other information for public distribution without any prior notice to the Users or any compensation. The Administration may from time to time change the form, procedure and scope of such information at its discretion.

5.4. If a User is in breach of this Agreement the Administration may suspend or block for an unlimited period of time such User's access to the Application or its certain services or areas, or delete the User account. In addition, the Administration may impose additional sanctions against such User by disqualification of such User from registration at the Application for three (3) years.

5.5. The Administration may use the information provided by the User, including Personal Data, for the purposes of ensuring compliance with the Applicable Laws (including prevention and/or termination of unlawful and/or illegal activity). Disclosure of information provided by the User may be made only in accordance with the Applicable Laws pursuant to a requirement of a court, law enforcement agencies, and in other cases set forth by the laws.

5.6. The Administration may from time to time and as necessary perform technical work and suspend the functioning of the Application without a prior notice to the Users. The Administration is in any case not liable for any losses caused by the suspension of the Application.

5.7. Posting of Records, references and/or file downloading and/or software installation instructions of third parties on the Portal does not mean that the Administration supports and/or endorses such Records, actions, files and/or software.

6. TERMINATION

6.1. The Administration may terminate this Agreement out of court in the following cases: if a User is in breach of this Agreement. In this case such User may be disqualified from registration at the Application for three (3) years. The Agreement shall be deemed terminated fourteen (14) calendar days after the Administration sends a relevant notice to the User to his email address; if the Administration determines that the Application may not continue to operate. The Agreement shall be deemed terminated fourteen (14) calendar days after the Administration sends a relevant notice to the User to his e-mail address; on other grounds set forth in this Agreement and the Applicable Laws.

6.2. The User may unilaterally terminate this Agreement at any time and delete all his data, including Personal Data (revoke his consent to their processing), by submission of a request to the Administration in accordance with the procedure set out on the Site.

6.3. Where this Agreement is terminated (both by the Administration or the User, or by mutual consent) all registration data of the User, Documents posted by him will be deleted without any fees or any compensations by the Administration. However, the Administration retains the right to keep back-up copies of such data and Documents where it is required to comply with the obligations set forth by the Applicable Laws. No third parties will have access to such back-up copies.

7. USER’S AND ADMINISTRATION’S LIABILITY

7.1. User understands and agrees that the User posting a Record is responsible for all Records posted on the Application, their content and consequences.

7.2. The Administration does not control, guarantee and is not liable for the content and quality of the Users' Records.

7.3. User posting a Record shall himself be responsible to other Users and third parties for his actions in relation to using the Application, including infringement of copyright and other intellectual property rights. User shall himself and at his expense settle all third party claims related to the User's actions when using the Application, including claims which may be made against the Administration.

7.4. The Administration will not be liable for any negative consequences which the Users may have in connection with posting of Records, including for claims or actions by the copyright owners which they may have or make against Users in connection with their posting of Records.

7.5. The Administration will not be liable for failures, errors, delays and malfunctions of the software and/or hardware of the Application, incorrect and/or untimely download, deletion of Records, calls and playbacks and User’s losses caused thereby.

7.6. The Administration shall not be liable for timely absence of the User's access to software and/or hardware of the Application, and related damages of the User.

7.7. The Administration shall not be liable for any indirect/consequential damages and/or lost profit of the User or third parties, loss of information as a result of the use or inability to use the Application.

7.8. The Administration shall not be liable for losses of the User arising out of unlawful actions of third parties, including relating to the use of the Portal.

7.9. User and Administration shall be released from liability for full or partial failure to perform their obligations under the Agreement if such failure was caused by events of force majeure arising after the effectiveness of the Agreement, events of extraordinary nature which could not be foreseen or prevented by reasonable actions.

8. DISCLAIMER; LIMITATION OF LIABILITY

8.1. By taking actions set forth in Clause 2.2. and by receiving a Unique ID the User confirms that: he is making use of the Portal's Services at his own risk. The Services are being provided on an 'AS IS' basis. The Administration expressly excludes any warranties, expressed or implied, including, without limitation, warranty of the quality of Services and their fitness for a particular purpose;
The Administration does not warrant that: (1) Services will meet the requirements and expectations of the User; (2) Services will be available at all times, on time, without errors and securely; (3) any bugs in the Application's software will be immediately fixed; no recommendations or information received by the User orally or in writing from the Administration or at the Site shall not mean that the Administration assumes any liability and/or provides any warranties other than those expressly provided herein.

8.2. User fully understands and confirms that the Administration is not responsible for any direct, indirect, consequential, special, exemplary or other damages, including, without limitation, lost profit, loss of use, loss of data or any other intangible losses, damage to reputation and other damages (even if the Administration was notified of the possibility of such damage) arising out of: (1) use or inability to use the Services; (2) amendment of the terms of the Agreement, obtaining of data instead of those received through or by the Services or as a result of execution of transactions, communications or information received as a result of Services; (3) unauthorized access to the User data or modification of data transmitted by the User or stored on the Site; (4) statements or conduct of any person on the Site; (5) any other event relating to the Application.

8.3. The Administration endeavors to ensure continuous operation of the Application, however, it is not responsible for full or partial loss of data posted by the User, and for insufficient quality or speed of Services relating to posting of Records, viewing pages of the Application and other actions.

9. RIGHTS OF THE ADMINISTRATION IN RESPECT OF THE PORTAL

9.1. All rights to the Site in general, domain names memento.ly, and any related names; applications, information materials, graphic images that represent the elements of the user interface used by the Application; logos, design and other identification materials used on the Site are owned by the Administration and/or are used by it on the basis of the relevant license and are eligible for protections set forth by the Applicable Laws.

9.2. User may not copy or modify the software of the Application, create software derivative from the Application's software, reverse engineer the Application's software with a view to obtaining codes or other information which may affect the normal operation of the Portal, modify or otherwise interfere with the Portal operation.

10. ADMINISTRATION OF THE SITE

The Application is administrated by Techcomstart LLC (1137746122007/7723862946), Bratislavskaya str.14, 109451, Moscow, Russian Federation.

11. MISCELLANEOUS

11.1. User warrants that he understands all the terms hereof and that he accepts them unconditionally and in full.

11.2. User warrants that he will not use the Application for any purposes other than those set forth in this Agreement and on the Site.

11.3. If a court finds any of the provisions of this Agreement invalid or unenforceable, it shall not affect the validity or enforceability of its other provisions.

11.4. Failure by the Administration to take actions in case the User is found in breach of the terms hereof shall not mean a waiver by the Administration of its rights and does not prevent the Administration from taking the relevant actions to protect their rights and interests in the future.

11.5. This Agreement is governed by and shall be construed in accordance with the laws and other regulations of the Russian Federation.

11.6. Any disputes arising out of this Agreement shall be resolved in accordance with the Applicable Laws.