Terms of service
Memorisely Ltd’s Terms of Service cover account use, subscription policies, prohibited conduct, and dispute resolution.
Last updated on Monday, 2 September, 2024
Terms of service – Memorisely Ltd
These Terms of Service ("Terms") constitute a legally binding agreement between you ("User") and Memorisely Ltd, a company registered in England and Wales under company number 14095573, with its registered office at 4th Floor, 100 Fenchurch Street, London, England, EC3M 5JD ("Memorisely," "we," "us," or "our"). These Terms govern your use of our services, including our website, mobile applications, and any other related services (collectively, the "Service"). By accessing or using the Service, you agree to comply with and be bound by these Terms. If you do not agree to these Terms, you may not use the Service.
1. General Terms
Eligibility: To create an account and use the Service, you must be at least 18 years old. If you are under 18 but over the minimum age of consent for digital services in your jurisdiction (e.g., 13 in the UK), you may only use the Service under the supervision of a parent or guardian who agrees to be bound by these Terms.
Account Registration: You agree to provide accurate, complete, and current information during registration and to update your information to keep it accurate and complete. You are responsible for maintaining the confidentiality of your account password and for all activities that occur under your account. Memorisely cannot and will not be liable for any loss or damage arising from your failure to comply with this security obligation.
Account Use: Your account is personal and may not be shared with others. You are not permitted to sell, transfer, or assign your account or any account rights to any third party. Memorisely reserves the right to suspend or terminate your account if you provide false, inaccurate, or incomplete information or violate these Terms.
Account Security: You agree to notify Memorisely immediately of any unauthorized use of your account or any other breach of security. Memorisely has the right to disable any user identification code or password if, in our reasonable opinion, you have failed to comply with any of the provisions of these Terms.
Inactive Accounts: Memorisely reserves the right to terminate accounts that are inactive for an extended period. An account is considered inactive if it has not been logged into for 12 months. If your account is at risk of termination due to inactivity, we will attempt to notify you via the email address associated with your account.
Compliance with Laws: Your use of the Memorisely online learning platform must comply with all applicable laws and regulations. You are permitted to use the Platform only for lawful purposes.
Third-Party Integrations: The Service may integrate with third-party tools to provide specific features or functionality. By using the Memorisely online learning platform, you agree to be bound by the terms of service and privacy policies of these third parties.
Community Guidelines: Your use of the Service, including participation in any events, is subject to the Memorisely Community Guidelines. You are required to comply with these guidelines at all times.
Sharing of Information: By enrolling in a class, accessing other content on Memorisely, or participating in an event, you grant us permission to share your information, including personal data as specified in our Privacy Policy, with the respective Teacher offering the content or event.
Service Practices and Limits: Memorisely may establish general practices and limits regarding the use of the Service. These practices and limits may include, but are not limited to, the maximum retention period for data or content and the maximum storage space allotted on our servers on your behalf.
Data Deletion and Content Storage: Memorisely holds no responsibility or liability for the deletion or failure to store any data or content maintained or uploaded by the Service.
Account Termination: You have the right to terminate your Memorisely account at any time by following the specified steps. Upon account termination, please refer to our Privacy Policy to understand the impact and treatment of your account and associated data.
Account Inactivity: If there is no account activity (such as a log-in event or payment) for a period exceeding 12 months, Memorisely reserves the right to terminate your account and delete any content within it. However, we will make reasonable efforts to provide advance warning via email, using the email address associated with your account
2. Free Trials and Other Promotions
Trials: From time to time, Memorisely or its representatives may offer trials of paid subscriptions to our online learning platform for a specified period without payment or at a reduced rate ("Trial"). Memorisely reserves the right, at its absolute discretion, to determine your eligibility for a Trial and, subject to applicable laws, to withdraw or modify a Trial at any time without prior notice and without any liability to the extent permitted by law.
Payment Method for Trials: For certain Trials, we may require you to provide a payment method to initiate the Trial. At the conclusion of such Trials, unless you cancel prior to the Trial's end or before the renewal date, as applicable, we will automatically charge you for the applicable paid subscription on the first day following the Trial's end and on a recurring quarterly basis. By providing your payment details during the Trial, you agree to these charges using the provided payment method. If you do not wish to be charged, you must cancel the applicable paid subscription before the charge date through your payment settings within your Memorisely account profile.
Promotions and Sales: Periodically, Memorisely may run time-limited promotions and sales during which the subscription cost may be reduced. The subscription price offered during these promotions may differ for logged-in users compared to non-registered or non-logged-in users. Please note that certain promotions may be available exclusively to new users. Unless otherwise specified, promotional or sale prices are limited to one year of subscription. At the end of the promotional period, your subscription will automatically renew at the then-current full annual price, unless you cancel prior to the renewal date by adjusting your account settings.
Note: Please refer to our cancellation and payment policies for further information on canceling subscriptions and switching plans.
3. Refunds
We understand that you may have questions regarding refunds for your purchase. For detailed information on our refund policy and any eligibility criteria, please refer to our Refund Policy below:
Memorisely.com is a bootstrapped company dedicated to delivering quality digital learning experiences. Our refund policy is an essential aspect of our financial and operational planning, ensuring we can continue offering valuable services.We do not provide refunds on personal memberships at Memorisely.com. This policy is in place due to the immediate access provided to our digital learning content and resources upon purchase. As a self-funded company, managing refunds presents significant challenges to our financial stability and resource allocation.
To help potential members understand our offerings, we provide product demos upon request. These demos showcase the features and benefits of our memberships, allowing you to explore our services before making a commitment. At Memorisely.com, we highly value customer feedback and are committed to continually improving our product based on your suggestions. Your insights are integral to our development process, helping us tailor our services to better meet your needs.
If you wish to cancel your membership, you can do so directly within the product. This process is straightforward and user-friendly, giving you control over your subscription. Please note that cancelling your membership stops future billings but does not result in a refund for previous payments.
For support, product demo requests, or any other inquiries, feel free to contact us at info@memorisely.com.
Memorisely.com reserves the right to update this refund policy as necessary. Changes will take effect immediately upon posting on our website.
Note: If you have made your purchase through third-party platforms such as the Apple iTunes Store, our iPhone application, the Google Play Store, or our Android application, we recommend consulting the refund policy associated with the respective service for further guidance.
Cancellations
We understand that circumstances may change, and you may need to cancel your Memorisely membership. We strive to make the cancellation process as straightforward as possible for our users.
You have the freedom to cancel your Memorisely membership at any time, for any reason or no reason at all. However, please note that if you choose to cancel your membership before the end of the current subscription period, we will not refund any subscription fees already paid to us or charged to your payment method.
To cancel your recurring subscription, simply visit the payment settings within your Memorisely account profile located at app.memorisely.com. Within these settings, you will find the necessary options to initiate the cancellation process.
Please be aware that upon cancellation, your access to all the classes you have enrolled in during your Memorisely membership will conclude at the end of your current billing period. We encourage you to make the most of your membership until the cancellation becomes effective.
If you decide to sign up again as a paying member in the future, your billing date will be reset to the day you make the payment for your new subscription.
For users who pay for their Memorisely subscription through an account with a third party (such as Apple iTunes or Google Play), please be advised that you may need to cancel your membership through that specific third-party service.
If you have any questions or encounter any difficulties during the cancellation process, our dedicated support team is available to assist you. Please don't hesitate to reach out through our support channels for prompt assistance.
Thank you for being a part of Memorisely, and we appreciate your understanding as you navigate the cancellation process. We hope to have the opportunity to serve you again in the future.
Prohibited uses
To ensure a safe and positive environment for all users, it is important to abide by the following guidelines and restrictions when using Memorisely:
You will not upload, share, post, transmit, distribute, or otherwise make available any content that you do not have the right to share under the law or any contractual or fiduciary relationships. This includes content that infringes on patents, trademarks, trade secrets, copyrights, rights of publicity, or any other intellectual property rights.
You will not engage in unauthorized or unsolicited advertising, spamming, chain letters, or any other form of unauthorized solicitation. Additionally, you must refrain from participating in lotteries, gambling activities, or engaging in any behavior that constitutes unauthorized or illegal solicitation.
You will not victimize, harass, degrade, or intimidate individuals or groups based on religion, gender, sexual orientation, race, ethnicity, age, or disability. Respect and inclusivity are of utmost importance within our community.
You will not impersonate any person or entity, including Memorisely employees, representatives, or other users. Do not misrepresent your affiliation with any individual or organization.
You will not engage in stalking, harassment, or harm directed towards other individuals, including Memorisely personnel.
You will not collect or harvest information about other users, including email addresses, without their explicit written consent.
You will not interfere with any Memorisely content or user-generated content. Respect the work and contributions of others.
You will not remove any copyright, trademark, or proprietary rights notices from the Memorisely platform, its content, or any works created by others.
You will not use robots, spiders, data mining tools, or any unauthorized means to collect or copy content or data from Memorisely, unless explicitly authorized by Memorisely in writing.
You will not distribute viruses or engage in activities that may harm Memorisely, its users, or their interests. Do not upload or transmit any material containing adware, malware, spyware, viruses, or any other harmful computer code or programs.
You will not engage in practices such as screen scraping or database scraping to obtain unauthorized lists of users or other information from Memorisely without written authorization from Memorisely.
You will not interfere or attempt to interfere with the proper functioning of Memorisely or any activities conducted on the platform. This includes bypassing any security measures or manipulating our payment process.
You may not frame, mirror, or simulate the appearance or function of Memorisely or its content. Additionally, you may not forge headers, icons, or manipulate identifiers to disguise the origin of any content transmitted through Memorisely.
You may not decompile, disassemble, reverse engineer, or attempt to derive the source code or trade secrets of Memorisely or any portion thereof.
By adhering to these guidelines, we can maintain a respectful and productive learning environment for all Memorisely users. If you come across any content or behavior that violates these guidelines, please report it promptly to our support team.
Remember, your active participation in upholding these standards contributes to a positive experience for everyone within the Memorisely community.
Licences and our material
At Memorisely, we value the intellectual property rights of ourselves, our partners, and our users. Please carefully read and understand the following terms regarding the licenses and materials provided through our platform:
All rights, titles, and interests in the Memorisely platform, including our websites, applications, APIs, databases, and the content submitted or provided by our team or partners (excluding content from Teachers and Students), are and will remain the exclusive property of Memorisely and its licensors. Our Services are protected by copyright, trademark, and other laws of the United States and other countries. The Memorisely name, trademarks, logos, domain names, and other distinctive brand features are the sole property of Memorisely, and you are not granted any right to use them without our explicit permission.
We grant you a limited, non-exclusive, non-transferable, non-sublicensable, and revocable license to access and use the Memorisely Services for personal, noncommercial, and educational purposes. This license is granted to you solely as permitted by these Terms and is subject to all the terms and conditions outlined in these Terms, other governing documents, applicable laws, and any additional terms provided on the platform. Any use of the Services beyond the scope of this license is strictly prohibited.
You acknowledge that the Services, User Content (as defined below), and any third-party proprietary content available on the Memorisely platform are protected by intellectual property rights and are solely provided for your authorized use. You are prohibited from using any of the Services, User Content, or third-party content without the express written permission of Memorisely or the relevant third-party owner, as applicable. This includes but is not limited to copying, modifying, distributing, displaying, performing, sublicensing, or creating derivative works of such content. Unless expressly granted in these Terms, no rights are conferred upon you regarding the use of our intellectual property or that of third parties.
The licenses and permissions granted to you under these Terms are subject to your compliance with all the terms and conditions outlined herein, as well as other governing documents, applicable laws, and any additional terms provided on the platform. Memorisely reserves all rights not expressly granted in these Terms.
We appreciate your respect for intellectual property rights and your adherence to these licensing terms. Should you have any questions regarding the use of our materials or any concerns about intellectual property, please contact our support team for assistance.
Users
At Memorisely, we value the contributions and creativity of our users. Please review and adhere to the following terms and policies regarding user-generated content on our platform:
User content
User Content refers to any design, text, graphic, image, video, logo, button icon, software, audio file, computer code, digital goods, or other content that a user (including both Students and Teachers) posts, submits, transmits, uploads, or otherwise includes or makes available on and/or via the Service. By posting User Content on our platform, you represent and warrant that you own all intellectual property rights in the User Content or have obtained all necessary authorizations and rights to display, promote, and exploit the User Content through our Services.
Except as specified otherwise in these Terms or in our Teacher Rules and Requirements, no User Content or other material made available on or through the Service may be copied, modified, reproduced, duplicated, republished, uploaded, posted, transmitted, sold, transferred, publicly displayed, distributed, or used by other users to create derivative works without written permission from the applicable rights holder. However, if certain content is made specifically available for authorized download from the Service, you are authorized to download a single copy of that content for personal, noncommercial, and educational use. Unauthorized modification or use of User Content obtained from the Service, including for commercial purposes, is a violation of the rights of Memorisely, its users, or licensors, unless express written authorization is obtained to the contrary.
While we do not endorse or assume liability for any User Content posted on our platform, we reserve the right, at our sole discretion, to remove any User Content that does not comply with our Terms, applicable laws, rules of user conduct, or that is otherwise harmful, objectionable, or inaccurate. We are not responsible for any failure or delay in removing User Content from the Service. By using our platform, you consent to the removal of any User Content and waive any claims against us arising from such removal, whether it pertains to your own content or another user's. If you believe that User Content on the Memorisely platform infringes any intellectual property rights, please contact us at info@memorisely.com.
Any feedback, comments, or suggestions you provide regarding Memorisely or our Services are voluntary, and you authorize us to use and share this content, distribute it, promote it on any platform and media, and make modifications or edits to it as we deem necessary, without any obligation to you. You agree not to hold Memorisely liable for any alleged or actual infringement or misappropriation of proprietary rights related to your communications to us.
For Students Only:
For Students, the content you submit for inclusion on the Service, including information posted on message boards, forums, or other public areas, is referred to as "Student Content." All Student Content is subject to these Terms. Please note that Memorisely does not guarantee any confidentiality with respect to Student Content, whether published or not. You are solely responsible for your own Student Content and the consequences of posting or publishing it.
Students outside the E.U. and U.K
By submitting or posting Student Content on or through the Service, you grant us a worldwide, non-exclusive license (with the right to sublicense) to use, reproduce, distribute, access, view, crop, resize, copy, license, transmit, broadcast, publicly perform, and publicly display copies of your Student Content (including your name and image) in any form, medium, or technology, for any lawful purpose. This includes making your Student Content available to other companies, organizations, or individuals that partner with Memorisely for the syndication, broadcast, distribution, or publication of content on other media, as well as using your Student Content for marketing purposes. By granting this license, you waive any rights of privacy, publicity, or similar rights to the extent permissible under applicable law. You represent and warrant that you have all the necessary rights, power, and authority to authorize us to use any Student Content you submit. This license is granted on a royalty-free basis without compensation.
Students in the E.U. and U.K
By submitting or posting Student Content on or through the Service, you grant us a worldwide, non-exclusive license (with the right to sublicense) to use, reproduce, distribute, access, view, crop, resize, copy, license, transmit, broadcast, publicly perform, and publicly display copies of your Student Content (including your name and image) on the Service or a platform owned, managed, and/or hosted by a third party with whom Memorisely has entered into a written agreement to host, display, and publicly perform content. This includes making your Student Content available to other companies, organizations, or individuals that partner with Memorisely for the syndication, broadcast, distribution, or publication of content on other media, as well as using your Student Content for marketing purposes. By granting this license, you waive any rights of privacy, publicity, or similar rights to the extent permissible under applicable law. You represent and warrant that you have all the necessary rights, power, and authority to authorize us to use any Student Content you submit. This license is granted on a royalty-free basis without compensation.
We encourage all users to respect intellectual property rights and to use the Memorisely platform in a responsible and lawful manner. Should you have any questions about user-generated content or require further assistance, please contact our support team.
Live events
At Memorisely, we may organize and host live events ("Live Events") from time to time, which may require you to purchase or obtain tickets ("Event Tickets"). Please carefully review the following information regarding Live Events and Event Tickets:
Ticket Purchase and Payment Authorization: When you receive a confirmation email stating that you have been given an Event Ticket from Memorisely or a third-party partner acting on our behalf, the contract for the purchase or provision of the Ticket is formed. By submitting an offer to purchase and providing us or our authorized partner with your payment method, you authorize us to charge the provided payment method for the applicable transaction. It is your responsibility to ensure that your payment method has sufficient funds to cover the total cost of the order. Memorisely is not liable for any losses incurred due to insufficient funds in your payment method.
Currency and Additional Charges: Events may take place in various countries, and Event Tickets are sold in U.S. dollars (USD). Any additional charges imposed by your credit or debit card provider, bank, or currency exchange rate fluctuations are your responsibility. Memorisely does not accept liability for such charges.
Refunds and Cancellations: Refunds for Event Tickets purchased for a specific date are not guaranteed if you change your mind about the purchase or fail to attend the Live Event. However, if an Event is canceled, you will be entitled to a full refund of the ticket price.
Bootcamp Refunds. We reserve the right, but are not obligated, to refund fees paid to us. We provide a 50% refund excluding transaction fees 30 days prior to your Bootcamp starting.
Revocable License and Admission: An Event Ticket represents a personal and revocable license, which can be withdrawn, and admission may be refused at any time. This is subject to these Terms and any specific terms related to the Event or mentioned on the Event Ticket itself. Before purchasing an Event Ticket, Memorisely or the hosting entity will generally inform you of any entry restrictions. Failure to comply with the pre-purchase information is your responsibility, and Memorisely will not be held accountable for any consequences arising from non-compliance.
Ejection from Live Events: Memorisely reserves the right to eject any Event Ticket holder from a Live Event at any time. This decision may be made by Memorisely employees, the event organizer, or their representatives. Grounds for ejection may include contravention of the law, posing a safety or security risk, causing disruption to the enjoyment of other attendees, or engaging in behavior that may cause damage, nuisance, or injury.
By purchasing an Event Ticket and attending a Live Event, you agree to comply with Memorisely's Terms and any additional instructions or guidelines provided by Memorisely or the hosting entity.
If you have any questions or require assistance regarding Live Events or Event Tickets, please feel free to contact our dedicated support team.
Arbitration Agreement
By agreeing to these Terms, you agree that any claim or dispute you may have against Memorisely, an education company based in the UK, shall be resolved through binding arbitration. This Arbitration Agreement requires that disputes be resolved on an individual basis, rather than as a class, collective, coordinated, consolidated, mass, and/or representative action. You and Memorisely are each waiving the right to a trial by jury. The arbitrator shall not conduct any form of class, collective, coordinated, consolidated, mass, and/or representative arbitration, nor join, coordinate, or consolidate claims of multiple individuals against Memorisely in a single proceeding.
Agreement to Binding Arbitration Between You and Memorisely
Application: This Arbitration Agreement applies to all users, regardless of their country of residence or establishment.
Mandatory Pre-Arbitration Dispute Resolution and Notification: Before initiating arbitration, you and Memorisely agree to notify the other party of the dispute in writing and make a good faith effort to resolve the dispute informally. You must send your notice of dispute to Memorisely at the following address: 100 Fenchurch Street, London, EC1M 5JD. Memorisely will send notice of dispute to the email address associated with your account. If the parties are unable to resolve the dispute within a reasonable period of time, either party may commence arbitration.
Covered Disputes: This Arbitration Agreement applies to any dispute, claim, or controversy arising out of or relating to these Terms, including any prior versions of these Terms, or the existence, breach, termination, enforcement, interpretation, scope, waiver, or validity thereof; your access to or use of Memorisely's services; incidents resulting in personal injury to you or anyone else that occurred in connection with your use of Memorisely's services; and your relationship with Memorisely.
Class Action Waiver: All disputes, claims, or controversies between the parties shall be resolved through individual arbitration. The parties waive the right to bring any dispute, claim, or controversy as a class, collective, coordinated, consolidated, and/or representative action.
Governing Law and Arbitration Rules: The arbitration will be conducted in accordance with the laws of the United Kingdom and the Arbitration Act 1996. The arbitration will be administered by a mutually agreed-upon arbitration provider and conducted in accordance with their rules and procedures.
Arbitrator Powers: The arbitrator shall have exclusive authority to resolve any dispute relating to the interpretation, applicability, enforceability, or formation of this Arbitration Agreement. The arbitrator's decision will include the essential findings and conclusions upon which the award is based.
Severability: If any portion of this Arbitration Agreement is found to be unenforceable or unlawful, it shall be severed from this Agreement, and the remaining provisions shall remain in full force and effect.
By accepting these Terms, you acknowledge and agree to be bound by this Arbitration Agreement. This Agreement shall survive any termination of your relationship with Memorisely.
If you have any questions or concerns regarding this Arbitration Agreement, please contact Memorisely at info@memorisely.com
Disclaimer of Warranties
The Service and all materials included therein (whether housed on the Service alone or also on a third-party platform) are provided on an "as is" and "as available" basis without warranty of any kind, either express or implied, including the implied warranties of merchantability or fitness for a particular purpose, or the warranty of non-infringement. We make no warranty that:
The Service and materials will meet your requirements;(b) The Service and materials will be uninterrupted, timely, secure, or error-free;(c) The results that may be obtained from the use of the Service or materials will be effective, accurate, or reliable; or(d) The quality of any class or Event that you attend via the Service, or any other products, services, or information purchased or obtained by you from the Service, from us or our affiliates, will meet your expectations or be free from mistakes, errors, or defects.
The use of the Service or the downloading or other acquisition of any materials through the Service is done at your own discretion and risk, and you agree that you will be solely responsible for any damage or loss of data that results from such activities.
In the event that any content available on the Service is also available through any third-party platform, or if we provide links from the Service to any third-party platform or permit any third party to link from its platform to the Service, you understand and agree that we make no warranty of any kind, express or implied, and accept no responsibility for any content or practices of such third parties or their platforms. Such platforms are not under our control, and we provide and/or permit these links only as a convenience to you.
Memorisely-affiliated content available through the Service or a third-party platform or presented at any class or Event represents the opinions and judgments of an information provider, user, student, teacher, or other person or entity not connected with us. We do not endorse, nor are we responsible for the accuracy or reliability of, any opinion, advice, or statement made by anyone, including any teacher(s), other than an authorized Memorisely spokesperson speaking in his/her official capacity.
We do not directly or indirectly practice medicine, law, or financial planning; dispense medical, legal, or financial services; provide medical, legal, or financial advice; or otherwise convey medical, legal, or financial opinions. You agree and understand that we assume no liability for the accuracy or completeness of any content offered on the Service.
To the extent we provide any information regarding health, wellness, or physical exercise through the Service, we do so only in a general way. You acknowledge and agree that the Service is not intended to be, and will not be used as, a substitute for medical treatment by a healthcare professional. You agree to consult your healthcare provider before initiating any physical exercises or wellness practices and follow your provider's advice accordingly. You also acknowledge and agree to accept the inherent risks and dangers in participating in new or strenuous health, wellness, and physical exercises. You agree that we will not be liable for any injury, loss, or damages arising from your access or practice of the Service's health, wellness, and/or physical exercise content.
Some states or jurisdictions do not allow the exclusion of certain warranties, so some of the above limitations may not apply to you.
This Disclaimer of Warranties complies with the latest laws in the United Kingdom.
Limitation Liability
In no event shall Memorisely or its officers, directors, employees, agents, affiliates, and their respective successors and assigns (collectively, the "Memorisely Parties") be liable to you or any third party for any special, punitive, incidental, indirect, or consequential damages of any kind, or any damages whatsoever, including those resulting from loss of use, data, or profits, whether or not they have been advised of the possibility of such damages, and on any theory of liability, arising out of or in connection with the Memorisely Service, any Event, or any website or third-party platform referenced or linked to from the Memorisely Service or that otherwise displays Memorisely-affiliated content.
Further, neither Memorisely nor any other Memorisely Party shall be liable in any way for any class, Event, or other third-party goods and services offered through the Memorisely Service or through a third-party platform. You agree that Memorisely is not a party to any transaction between any Student and/or Teacher and cannot be held responsible for any issues arising from any such transaction. Memorisely has no control over and does not guarantee the accuracy or validity of any statement, claim, or offering made by a Teacher, nor does it guarantee the performance or conduct of any Teacher, Student, or third party.
Memorisely is also not liable for the acts or omissions of any third parties, including third parties you might interact with during a class or Event. Memorisely generally does not supervise classes or Events and is not involved in any way with the actions of any individuals (whether Students or Teachers) at any class or Event. Memorisely generally does not have control over the identity or actions of the individuals who are present at these classes or Events, and it requires that its users exercise caution and good judgment when participating in classes or Events. Some classes or Events may carry inherent risks, and by participating in those classes or Events, you choose to assume those risks voluntarily. You acknowledge and agree that by participating in any class or Event (whether as a Student or Teacher), you may be exposed to a variety of risks and hazards, which may or may not be foreseen, including (without limitation) personal injury, property damage, and death. You are solely responsible for all costs and/or risks associated with your participation in any class or Event.
To the fullest extent permitted by UK law, you hereby release and hold harmless Memorisely and each of the other Memorisely Parties from any claims or damages of any kind or nature, known or unknown, suspected or unsuspected, disclosed or undisclosed, relating to your use of the Memorisely Service or participation in any class or Event, whether as a Student or Teacher, including as it relates to the acts or omissions of any third party used by Memorisely to facilitate the Service or any payments related thereto. You agree, understand, and intend that this assumption of risk and release is binding upon you and your heirs, executors, agents, administrators, and assigns.
Some jurisdictions prohibit the exclusion or limitation of liability for consequential or incidental damages, so the above limitations may not apply to you to the extent such jurisdictional restrictions are applicable.
This Limitation of Liability section complies with the relevant laws of the United Kingdom.
Indemnification
Upon a request by Memorisely, you agree to defend, indemnify, and hold Memorisely and the other Memorisely Parties harmless from all liabilities, claims, and expenses, including attorneys' fees, that arise from your violation of these Terms or any of the other governing documents, or negligent or wrongful conduct, including with respect to any User Content you upload or place onto the Memorisely Platform. Memorisely reserves the right to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you will cooperate with Memorisely in asserting any available defences.
You agree to indemnify and hold Memorisely and the other Memorisely Parties harmless from any claims or demands made by any third party due to or arising out of your use of the Memorisely Service, your User Content, or your violation of any laws or rights of another party.
Memorisely will promptly notify you of any claim or demand subject to indemnification by you. You will have the right to assume the defense and control of such claim or demand with counsel reasonably acceptable to Memorisely. Failure to promptly notify Memorisely or assume the defense and control of any such claim or demand will not relieve you of your indemnification obligations, except to the extent that Memorisely has been materially prejudiced as a direct result of such failure.
You agree to cooperate fully with Memorisely in the defense of any claim or demand subject to indemnification by you. This includes providing any information or documentation reasonably requested by Memorisely. Memorisely will have the right to participate in the defence of any claim or demand, at its own expense, with counsel of its own choosing.
This indemnification section shall survive the termination or expiration of these Terms and your use of the Memorisely Service.
This Indemnification section complies with the relevant laws of the United Kingdom.
Sanctions and Export Laws
You acknowledge that the Memorisely Services and the items made available through the Services may be subject to export control and sanction laws and regulations of the United Kingdom and other applicable jurisdictions, including but not limited to the Export Control Act 2002, the Export Control (Amendment) Act 2020, and regulations administered by Her Majesty's Treasury and other relevant authorities (collectively, the "Export Controls and Sanction Laws"). You agree to comply with all applicable Export Controls and Sanction Laws in relation to your use of the Memorisely Services.
You represent and warrant that you (as an individual or as a representative of any entity on whose behalf you use the Memorisely Services) are not located in, or a resident of, any country that is subject to applicable trade sanctions or embargoes imposed by the United Kingdom or other applicable jurisdictions. You further represent and warrant that you are not a person or entity who is named on any government list of restricted parties that would require a license or authorization to use the Memorisely Services. Additionally, you represent and warrant that you are not owned 50% or more by such a restricted party, if such ownership would cause you to become subject to similar restrictions.
If you become subject to any trade sanctions or embargoes, or if you are named on any government list of restricted parties during the term of any agreement with Memorisely, you agree to notify us within 24 hours. Memorisely reserves the right to terminate any further obligations to you, effective immediately and without any further liability to you, in compliance with the applicable Export Controls and Sanction Laws (but without prejudice to your outstanding obligations to Memorisely).
You shall not access, use, export, re-export, divert, transfer in-country, or disclose any portion of the Memorisely Services or any related software, technical information, or materials, directly or indirectly, in violation of any United Kingdom or other applicable country Export Controls and Sanction Laws, rules, regulations, and requirements. You agree not to upload any content or technology (including information on encryption) whose export is specifically controlled by such laws.
This section on Sanctions and Export Laws complies with the relevant laws and regulations of the United Kingdom and is subject to any amendments or updates to the Export Controls and Sanction Laws.
Miscellaneous
Jurisdiction and Governing Law: You agree that the Memorisely Services are based in the United Kingdom and shall be deemed a passive interactive service based solely in the United Kingdom. These Terms, together with the Privacy Policy and any other applicable Governing Documents, shall be governed and construed in accordance with the laws of the United Kingdom, without regard to conflicts of law principles. Any legal action or proceeding between Memorisely and you for any purpose concerning these Terms, the Privacy Policy, the Governing Documents, or your use of the Memorisely Services shall be brought exclusively in a court of competent jurisdiction in the United Kingdom, and you submit to the personal jurisdiction thereof, waiving any objection that such courts are an inconvenient forum for the resolution of such action.
Limitation on Time to Bring Claims: Any cause of action or claim you may have with respect to any matters arising from or relating to these Terms or the Memorisely Services must be commenced within one (1) year after the cause of action arises or such claim is barred.
Entire Agreement: These Terms, together with any additional agreements, policies, or requirements published by Memorisely, constitute the entire agreement between you and Memorisely concerning the Memorisely Services and the services provided by Memorisely. If any provision of these Terms is deemed invalid by a court of competent jurisdiction, the invalidity of such provision shall not affect the validity of the remaining provisions, which shall remain in full force and effect. Memorisely's failure to enforce any provision or right under these Terms shall not be construed as a waiver of such provision or right. Neither the course of conduct between the parties nor trade practice shall act to modify any provision of these Terms.
Assignment: Memorisely may, at its sole discretion, transfer, without further consent or notification, all contractual rights and obligations pursuant to these Terms to any affiliate, partner, or successor of Memorisely or to another third party in the event that some or all of the business of Memorisely is transferred to such other party by way of merger, acquisition, sale of assets, or otherwise.
Electronic Communications: Most communications between Memorisely and you will be sent and received electronically. You agree that all electronic communications between Memorisely and you shall satisfy any legal requirements that such communications be in writing.
Survival of Terms: Any provisions of these Terms that, by their nature, should survive termination or expiration of these Terms shall continue to apply after such termination or expiration.
Third-Party Rights: These Terms are for the benefit of Memorisely and you, and no other person or entity shall have any rights or claims under these Terms.
Headings: The headings used in these Terms are for convenience only and shall not affect the interpretation or construction of these Terms.
Contact us
For further information about our Privacy Policy or practices, or to access or correct your Personal Information, or to make a complaint, please contact us using the details below:
Memorisely Ltd
Company number 14095573
4th Floor, 100 Fenchurch Street,
London, England, EC3M 5JD
Email: info@memorisely.com