MemoTrader Terms of Service

Preamble

The following are the terms of service for MemoTrader. These are the basic rules of the road that protect everyone who participates at MemoTrader.

As you can imagine, some people consider our business model an invitation for abuse. Our goal is to deliver our service to genuine honest people while detering others who are not. To accomplish our goal we need some patience, understanding and good judgement.

The following is a list of actions that may be determined to violate Rule Number One. This is a partial list of examples, not a complete list:

• Giving false or incorrect information.
• Creating or attempting to create more than one individual account
• Collecting bids without reading or giving fair attention to the message
• Giving false or disingenuous answers to questions
• Engaging in offensive or hostile behavior
• Refusal to acknowledge and accept the determinations of MemoTrader staff

Our goal is to make MemoTrader work for everyone involved. We want to make it easy for people who are honest and fair, and make it difficult for people who are not. It is not easy because every dishonest person claims to be honest. That is why we have to give ourselves the power and authority to use our judgement. We hope you understand and support us in this effort.

MemoTrader is something new. Every day we are learning and improving it. Sometimes we make mistakes. At this stage we need maximum flexibility to do the right thing, even when we are not sure what the right thing is. We want to be fair, but sometimes we have to make decisions that are unfair to some people in the short term, but ultimately fairer to everyone in the long run. We hope you understand and can bear with us.

1. ACCEPTANCE OF TERMS

MemoTrader - an online messaging service - (referred to hereafter as "the Service") is subject to the following Terms of Service ("Terms"). By using the Service in any way, you are agreeing to comply with these Terms. In addition, when using particular MemoTrader services, you agree to abide by any applicable posted guidelines for all MemoTrader services, which may change from time to time. Should you object to any term or condition of these Terms, any guidelines, or any subsequent modifications thereto or become dissatisfied with MemoTrader in any way, your only recourse is to immediately discontinue use of MemoTrader.

2. MODIFICATIONS TO THIS AGREEMENT

We reserve the right, at our sole discretion, to change, modify or otherwise alter these terms and conditions at any time. Such modifications shall become effective immediately upon the posting thereof. You must review this agreement on a regular basis to keep yourself apprised of any changes. You can find the most recent version of these Terms at: https://memotrader.com/index/terms/

3. USER GENERATED CONTENT

You understand that all profile information, text, files, images, photos, video, sounds, or other materials ("Content") posted on, transmitted through, or linked from the Service, are the sole responsibility of the person from whom such Content originated. More specifically, you are entirely responsible for all Content that you post, email or otherwise make available via the Service. You understand that MemoTrader does not control, and is not responsible for Content made available through the Service, and that by using the Service, you may be exposed to Content that is offensive, indecent, inaccurate, misleading, or otherwise objectionable. Furthermore, the MemoTrader site and Content available through the Service may contain links to other websites, which are completely independent of MemoTrader. MemoTrader makes no representation or warranty as to the accuracy, completeness or authenticity of the information contained in any such site. Your linking to any other websites is at your own risk. You agree that you must evaluate, and bear all risks associated with, the use of any Content, that you may not rely on said Content, and that under no circumstances will MemoTrader be liable in any way for any Content or for any loss or damage of any kind incurred as a result of the use of any Content posted, emailed or otherwise made available via the Service. You acknowledge that MemoTrader does not pre-screen or approve Content, but that MemoTrader shall have the right (but not the obligation) in its sole discretion to refuse, delete or move any Content that is available via the Service, for violating the letter or spirit of the Terms or for any other reason.

4. THIRD PARTY CONTENT, SITES, AND SERVICES

The MemoTrader site and Content available through the Service may contain features and functionalities that may link you or provide you with access to third party content which is completely independent of MemoTrader, including web sites, directories, servers, networks, systems, information and databases, applications, software, programs, products or services, and the Internet as a whole.

Discrepancies with content collected from third party sites may be addressed by changing the content at the third-party source, while following the third-party's Terms of Service. Content may also be changed within MemoTrader once MemoTrader registration has occurred.

Your interactions with organizations and/or individuals found on or through the Service, are solely between you and such organizations and/or individuals. You should make whatever investigation you feel necessary or appropriate before proceeding with any transaction or interaction with any of these third parties. While we will attempt for the profile displayed to reflect reality, we cannot make any guarantees about the accuracy of the MemoTrader service.

If there is a dispute between members and any third party, you understand and agree that MemoTrader is under no obligation to become involved. In the event that you have a dispute with one or more other third parties, you hereby release MemoTrader, its officers, employees, agents and successors in rights from claims, demands and damages (actual and consequential) of every kind or nature, known or unknown, suspected and unsuspected, disclosed and undisclosed, arising out of or in any way related to such disputes and / or our service. If you are a California resident, you waive California Civil Code Section 1542, which states: "A general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which, if known by him must have materially affected his settlement with the debtor."

6. REGISTRATION

Certain portions of MemoTrader require members to register to obtain certain MemoTrader Services. Registration is initially available to anyone over 13 and is limited to one registration per email address. In registering for these services, you agree to: (a) provide true, accurate, current, and complete information about yourself as requested by the MemoTrader registration form (b) maintain and update the Registration Information to keep it true, accurate, current, and complete. In addition to other grounds for suspension or termination of your use of MemoTrader, if you provide (or MemoTrader has reasonable grounds to suspect that you have provided) any information that is untrue, inaccurate, not current, or incomplete, MemoTrader has the right to suspend or terminate your access and refuse you any and all use of the Services.

7. PASSWORD AND SECURITY

Access to certain MemoTrader services requires you to choose a user name and password. If you do so, you are responsible for maintaining the confidentiality of your password and account and for logging out of your account at the end of each session. In selecting a user name, you agree that you will not: (i) select or use a screen name of another person with the intent to impersonate that person; (ii) use a name subject to the rights of any person without their authorization; or (iii) use a screen name that is offensive to people of ordinary sensitivities, illegal, or infringing. You are fully responsible for all activities that occur under your password or account. You agree (a) to notify MemoTrader immediately of any unauthorized use of your password or account or any other breach of security, and (b) to ensure that you exit from your account at the end of each session.

8. ACCOUNT ABANDONMENT

If you do not log in to your account for a period of 90 days and you have never deposited funds in your account, your account will be considered "abandoned" and MemoTrader may at its discretion either forfeit any revenue generated in the account or delete the account altogether. Your account will not be considered "abandoned" if at any time you deposit funds in the account, or if you log in to your account at least once every 90 days.

9. PRIVACY, OPT-OUT, AND INFORMATION DISCLOSURE

MemoTrader has established a Privacy Policy to explain to members how their information is collected and used, which is located at the following web address: http://MemoTrader.com/index/privacy/

Your use of the MemoTrader website or the Service signifies acknowledgement of and agreement to our Privacy Policy. You further acknowledge and agree that MemoTrader may, in its sole discretion, preserve or disclose your Content, as well as your information, including email addresses, profile content, IP addresses, timestamps, and other member information, if required to do so by law or in the good faith belief that such preservation or disclosure is reasonably necessary to: comply with legal process; enforce these Terms; respond to claims that any Content violates the rights of third-parties; respond to claims that contact or personally identifiable information (e.g. phone number, street address) of a third-party has been posted or transmitted without their consent or as a form of harassment; protect the rights, property, or personal safety of MemoTrader, its members or the general public.

Also MemoTrader may receive requests from people to remove search results and profile information on an email address, from its databases, directories, profiles, and indices. MemoTrader abides by all removal requests and allow people to opt their information out of MemoTrader. For more information, please refer to the MemoTrader Privacy Policy for our privacy and data handling practices.

10. CONDUCT

You agree not to post, email, or otherwise make available Content:

a) That is unlawful, harmful, threatening, abusive, harassing, defamatory, libelous, invasive of another's privacy, or is harmful to minors in any way;

b) That is pornographic or depicts a human being engaged in sexual conduct;

c) That harasses, degrades, intimidates or is hateful toward an individual or group of individuals on the basis of religion, gender, sexual orientation, race, ethnicity, age, or disability;

d) That impersonates any person or entity, including, but not limited to, a MemoTrader employee, or falsely states or otherwise misrepresents your affiliation with a person or entity (this provision does not apply to messages that are lawful non-deceptive parodies of public figures.);

e) That is false, deceptive, misleading, deceitful, misinformed, or constitutes "bait and switch";

f) That infringes any patent, trademark, trade secret, copyright or other proprietary rights of any party, or Content that you do not have a right to make available under any law or under contractual or fiduciary relationships;

g) That contains software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment;

h) That disrupts the normal flow of dialogue with an excessive number of messages (flooding attack) to the Service, or that otherwise negatively affects other members' ability to use the Service; or

i) That employs misleading email addresses, or forged headers or otherwise manipulated identifiers in order to disguise the origin of Content transmitted through the Service.

Additionally, you agree not to:

j) "Talk" or otherwise harass anyone;

k) Collect personal data about other members for unlawful purposes;

1) Attempt to gain unauthorized access to MemoTrader's computer systems or engage in any activity that disrupts, diminishes the quality of, interferes with the performance of, or impairs the functionality of, the Service or the MemoTrader website.

11. LIMITATIONS ON SERVICE

You acknowledge that MemoTrader may establish limits concerning use of the Service, including the maximum number of days that Content will be retained by the Service, the maximum number and size of ratings, postings, email messages, indexed profile information and social networking information, or other Content that may be transmitted or stored by the Service, and the frequency with which you may access the Service. You agree that MemoTrader has no responsibility or liability for the deletion or failure to store any Content maintained or transmitted by the Service. You acknowledge that MemoTrader reserves the right at any time to modify or discontinue the Service (or any part thereof) with or without notice, and that MemoTrader shall not be liable to you or to any third party for any modification, suspension or discontinuance of the Service.

12. ACCESS TO THE SERVICE

MemoTrader grants you a limited, revocable, nonexclusive license to access the Service for your own personal use. This license does not include any personal collection, aggregation, copying, duplication, display or derivative use of the Service nor any use of data mining, robots, spiders, or similar data gathering and extraction tools for any purpose unless expressly permitted by MemoTrader. A limited exception is provided to general purpose internet search engines and non-commercial public archives that use such tools to gather information for the sole purpose of displaying hyperlinks to the Service, provided they each do so from a stable IP address or range of IP addresses using an easily identifiable agent and comply with our robots.txt file.

You may create a hyperlink to the home page of MemoTrader sites so long as the link does not portray MemoTrader, its employees, or its affiliates in a false, misleading, derogatory, or otherwise offensive matter.

Use of the Service beyond the scope of authorized access granted to you by MemoTrader immediately terminates said permission or license. In order to collect, aggregate, copy, duplicate, display or make derivative use of the Service or any Content made available via the Service for other purposes (including commercial purposes) not stated herein, you must first obtain a license from MemoTrader.

13. TERMINATION OF SERVICE

You agree that MemoTrader, in its sole discretion, has the right (but not the obligation) to delete or deactivate your account, block your email or IP address, or otherwise terminate your access to or use of the Service (or any part thereof), immediately and without notice, and remove and discard any Content within the Service, for any reason, including, without limitation, if MemoTrader believes that you have acted inconsistently with the letter or spirit of the Terms. Further, you agree that MemoTrader shall not be liable to you or any third-party for any termination of your access to the Service. Further, you agree not to attempt nor will you be able to use the Service after said deletion, deactivation, or access termination.

14. PROPRIETARY RIGHTS

The Service is protected to the maximum extent permitted by copyright laws and international treaties. Content displayed on or through the Service is protected by copyright as a collective work and/or compilation, pursuant to copyrights laws, and international conventions. Any reproduction, modification, creation of derivative works from or redistribution of the site or the collective work, and/or copying or reproducing the sites or any portion thereof to any other server or location for further reproduction or redistribution is prohibited without the express written consent of MemoTrader. You further agree not to reproduce, duplicate or copy Content from the Service without the express written consent of MemoTrader, and agree to abide by any and all copyright notices displayed on the Service. This shall in no way inhibit you created new services with the MemoTrader APIs or doing "mash-ups." Mash-ups must be in accordance with the Terms but you may innovate and push boundaries.

You may not decompile or disassemble, reverse engineer or otherwise attempt to discover any source code contained in the Service. Without limiting the foregoing, you agree not to reproduce, duplicate, copy, sell, resell or exploit for any commercial purposes, any aspect of the Service. MemoTrader is a trade mark.

Although MemoTrader does not claim ownership of content that is collected from publicly available online sources or from its members post, by posting Content to any public area of the Service, you automatically grant, and you represent and warrant that you have the right to grant, to MemoTrader an irrevocable, perpetual, non-exclusive, fully paid, worldwide license to use, copy, perform, display, and distribute said Content and to prepare derivative works of, or incorporate into other works, said Content, and to grant and authorize sublicenses (through multiple tiers) of the foregoing. Furthermore, having Content, posted to any public area of the Service, you automatically grant MemoTrader all rights necessary to prohibit any subsequent aggregation, display, copying, duplication, reproduction, or exploitation of the Content on the Service by any party for any purpose.

15. DISCLAIMER OF WARRANTIES

YOU AGREE THAT USE OF THE MemoTrader SITE AND THE SERVICE IS ENTIRELY AT YOUR OWN RISK. THE MemoTrader SITE AND THE SERVICE ARE PROVIDED ON AN "AS IS" OR "AS AVAILABLE" BASIS, WITHOUT ANY WARRANTIES OF ANY KIND. ALL EXPRESS AND IMPLIED WARRANTIES, INCLUDING, WITHOUT LIMITATION, THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT OF PROPRIETARY RIGHTS ARE EXPRESSLY DISCLAIMED TO THE FULLEST EXTENT PERMITTED BY LAW. TO THE FULLEST EXTENT PERMITTED BY LAW, MemoTrader DISCLAIMS ANY WARRANTIES FOR THE SECURITY, RELIABILITY, TIMELINESS, ACCURACY, AND PERFORMANCE OF THE MemoTrader SITE AND THE SERVICE. TO THE FULLEST EXTENT PERMITTED BY LAW, MemoTrader DISCLAIMS ANY WARRANTIES FOR OTHER SERVICES ON THE MemoTrader SITE OR THE SITES OR SERVICE, OR ACCESSED THROUGH ANY LINKS ON THE MemoTrader SITE. TO THE FULLEST EXTENT PERMITTED BY LAW, MemoTrader DISCLAIMS ANY WARRANTIES FOR VIRUSES OR OTHER HARMFUL COMPONENTS IN CONNECTION WITH THE MemoTrader SITE OR THE SERVICE. Some jurisdictions do not allow the disclaimer of implied warranties. In such jurisdictions, some of the foregoing disclaimers may not apply to you insofar as they relate to implied warranties.

16. LIMITATIONS OF LIABILITY

UNDER NO CIRCUMSTANCES SHALL MemoTrader BE LIABLE FOR DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES (EVEN IF MemoTrader HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), RESULTING FROM ANY ASPECT OF YOUR USE OF THE MemoTrader SITE OR THE SERVICE, WHETHER THE DAMAGES ARISE FROM USE OR MISUSE OF THE MemoTrader SITE OR THE SERVICE, FROM INABILITY TO USE THE MemoTrader SITE OR THE SERVICE, OR THE INTERRUPTION, SUSPENSION, MODIFICATION, ALTERATION, OR TERMINATION OF THE MemoTrader SITE OR THE SERVICE. SUCH LIMITATION SHALL ALSO APPLY WITH RESPECT TO DAMAGES INCURRED BY REASON OF OTHER SERVICES OR PRODUCTS RECEIVED THROUGH OR ADVERTISED IN CONNECTION WITH THE MemoTrader SITE OR THE SERVICE OR ANY LINKS ON THE MemoTrader SITE, AS WELL AS BY REASON OF ANY INFORMATION OR ADVICE RECEIVED THROUGH OR ADVERTISED IN CONNECTION WITH THE MemoTrader SITE OR THE SERVICE OR ANY LINKS ON THE MemoTrader SITE. THESE LIMITATIONS SHALL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW. In some jurisdictions, limitations of liability are not permitted. In such jurisdictions, some of the foregoing limitation may not apply to you.

17. INDEMNITY

You agree to indemnify and hold MemoTrader, its officers, subsidiaries, affiliates, successors, assigns, directors, officers, agents, service providers, suppliers and employees, harmless from any claim or demand, including reasonable attorney fees and court costs, made by any third party due to or arising out of Content you submit, post or make available through the Service, your use of the Service, your violation of the Terms, your breach of any of the representations and warranties herein, or your violation of any rights of another.

18. COMPLIANCE WITH LAWS

The Terms constitute the entire agreement between you and MemoTrader and govern your use of the Service, superseding any prior agreements between you and MemoTrader. The Terms and the relationship between you and MemoTrader shall be governed by the laws of the State of California without regard to its conflict of law provisions. You and MemoTrader agree to submit to the personal and exclusive jurisdiction of the courts located within the county of Los Angeles, California. The failure of MemoTrader to exercise or enforce any right or provision of the Terms shall not constitute a waiver of such right or provision. If any provision of the Terms is found by a court of competent jurisdiction to be invalid, the parties nevertheless agree that the court should endeavor to give effect to the parties' intentions as reflected in the provision, and the other provisions of the Terms remain in full force and effect. You agree that regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to use of the Service or the Terms must be filed within one (1) year after such claim or cause of action arose or be forever barred.

You also agree to comply with all applicable laws, regulations, agreements, and licenses regarding your use of MemoTrader including but not limited to those regarding the transmission of technical data exported from the United States or the country in which you reside.

19. VIOLATION OF TERMS

Please report any violations of the Terms, by flagging the posting(s) for review, or by emailing to: contact@d-msg.com.

Our failure to act with respect to a breach by you or others does not waive our right to act with respect to subsequent or similar breaches.