Memories Tech Terms of Use & Service

Effective Date: December 30th, 2024

1. Introduction

Memories Tech Ltd. offers innovative services encompassing a photographic printing application, known as "Memories," which allows users to transform their digital photographs into high-quality printed products. Furthermore, Memories Tech operates a dedicated partner portal designed for influencers. This portal provides a platform for influencers to monitor the performance of their unique discount codes and track the commissions earned through successful referrals, fostering a mutually beneficial partnership. This comprehensive Terms of Use document ("Terms") governs the access to and utilization of both the Memories mobile application ("Application") and the related services ("Services") offered by Memories Tech, as well as the access to and use of the partner portal. By downloading, installing, or using the Application, or by accessing or using the partner portal, individuals and entities agree to be legally bound by these Terms. Should any user or prospective partner disagree with any part of these Terms, they are advised not to use the Application, the Services, or the partner portal.

These Terms of Use are effective as of the date stated above and serve as the complete legal agreement between the user or partner and Memories Tech Ltd. regarding the use of the aforementioned services. It is crucial for all users and partners to carefully read and understand these Terms before engaging with the Application, the Services, or the partner portal. This document outlines the rights and responsibilities of all parties involved and aims to ensure a professional and secure environment for all interactions with Memories Tech.

2. General Terms of Service

2.1 Acceptance of Terms and Modifications

By accessing or using the Application or Services, users affirm that they are at least 13 years old or have reached the age of majority in their jurisdiction and possess the legal capacity to enter into a binding agreement. Similarly, by accessing or using the partner portal, partners acknowledge that they have the requisite authority to agree to these Terms. The act of downloading, installing, or using the Application unequivocally signifies an agreement to these Terms. [Effective Date: December 30th, 2024]

Memories Tech reserves the unqualified right to modify these Terms at any time, at its sole discretion. Any changes made to these Terms will become effective immediately upon their posting within the Application or on the partner portal. It is the responsibility of users and partners to review these Terms periodically to stay informed of any updates or modifications. The continued use of the Application or the partner portal after any such modifications are posted constitutes an explicit acceptance of the revised Terms. Therefore, regular review of this document is strongly encouraged to ensure ongoing compliance and understanding of the governing agreement 1.

While Memories Tech will primarily rely on posting updates within the Application and the partner portal as the primary method of notification, for significant alterations to these Terms, consideration will be given to supplementary methods of communication, such as email notifications to registered users and partners. This proactive approach aims to ensure that all stakeholders are duly informed of any changes that may affect their rights or obligations 1. The initial age threshold of 13 years for Application users warrants careful consideration in the context of UK data protection laws, particularly concerning the processing of personal data belonging to children. Memories Tech will ensure its practices align with the requirements of the UK General Data Protection Regulation (GDPR) regarding the age of digital consent, which may necessitate adjustments to this threshold or the implementation of appropriate parental consent mechanisms 2.

2.2 User Account Registration and Responsibilities

To access and utilize certain features of the Application and potentially the partner portal, users and partners may be required to create an account. In the process of account registration, individuals agree to provide information that is accurate, complete, and current. Maintaining the confidentiality of account credentials, including usernames and passwords, is the sole responsibility of the account holder. Users and partners must undertake all necessary precautions to prevent unauthorized access to their accounts. In the event of any unauthorized use or suspected breach of security concerning account credentials, users and partners are obligated to notify Memories Tech immediately 3.

Account holders bear full responsibility for all activities that occur under their respective accounts. This includes any actions taken through the Application or the partner portal while logged into the account. Furthermore, users and partners are responsible for ensuring that all information associated with their account remains up-to-date. Accurate contact information is vital for effective communication regarding orders, payments, important service updates, and any potential issues that may arise 3. Memories Tech reserves the right to suspend or terminate accounts that contain inaccurate, incomplete, or outdated information, as the integrity of user data is paramount for providing reliable services and maintaining a secure platform 4.

2.3 Privacy Policy

The collection, utilization, and protection of personal information by Memories Tech are comprehensively detailed within its Privacy Policy. By using the Application, the Services, or the partner portal, users and partners explicitly consent to the data practices as described in the Privacy Policy. This separate document elucidates the types of personal data collected, the purposes for which it is used, the measures taken to safeguard it, and the rights afforded to individuals regarding their personal information 1.

The Privacy Policy is an integral part of these Terms and is readily accessible to all users and partners. A direct link to the Privacy Policy will be prominently displayed within the Application, on the Memories Tech website, and within the partner portal. It is strongly recommended that all users and partners carefully review the Privacy Policy to gain a thorough understanding of how their personal data will be handled 1. Key aspects covered within the Privacy Policy include, but are not limited to, the types of information collected (such as contact details, usage data, and uploaded photos), the legal basis for processing this information, how the information is used to provide and improve services, the measures implemented to ensure data security, and the procedures for exercising individual rights under applicable data protection laws, including the UK GDPR 2.

3. Terms Specific to Photo Printing Services

3.1 User Content Ownership and Licensing

Users retain full ownership of all photographs and other content ("User Content") that they upload to the Application. Memories Tech does not claim any ownership rights over User Content uploaded by its users 5.

By uploading User Content to the Application, users grant Memories Tech a non-exclusive, royalty-free, worldwide license to use, reproduce, process, and display their content solely for the purpose of providing the Services. This license is strictly limited to the extent necessary to fulfill user requests, such as printing and delivering the photos, and enabling features within the Application. The duration of this license extends only as long as the User Content remains associated with the user's account or is necessary for the completion of ordered services. Upon closure of the user's account or deletion of specific User Content by the user, the license granted to Memories Tech will terminate with respect to that content, except where retention is legally required or necessary to complete outstanding orders 5. Memories Tech explicitly commits that it will not utilize User Content for any other purposes, including but not limited to marketing or promotional activities, without obtaining explicit and separate consent from the user 6.

3.2 Prohibited Content

Users unequivocally agree not to upload any User Content to the Application that falls under the following prohibited categories: content that violates the intellectual property rights of any third party (including copyright, trademarks, and design rights); content that is illegal, obscene, defamatory, harassing, threatening, harmful, or unlawful in any way under UK law (including but not limited to child abuse imagery, content that incites terrorism, or hate speech); and content that promotes hate, violence, discrimination based on race, sex, religion, nationality, disability, sexual orientation, age, or any other protected characteristic 7.

Memories Tech reserves the absolute right to review, and at its sole discretion, remove any User Content that violates these Terms or is otherwise deemed inappropriate or objectionable. This right extends to content that may be perceived as harmful or offensive to other users or that could potentially expose Memories Tech to legal liability. Users are solely responsible for ensuring that they possess all necessary rights, permissions, and licenses to upload and reproduce the content they submit to the Application. By uploading User Content, users warrant that they have the legal right to do so and agree to fully indemnify and hold Memories Tech harmless against any and all claims, damages, losses, costs, and expenses (including legal fees) arising from any breach of this warranty, including but not limited to claims of copyright infringement or violation of any other third-party rights 5.

3.3 Order Placement, Processing, and Payment

The Application may offer various products and services for purchase, including photographic prints in different sizes, finishes, and formats. By placing an order through the Application, users agree to pay all applicable fees and charges associated with their selected products and services, including any applicable taxes and shipping costs. Users are required to provide accurate and complete payment information at the time of purchase, utilizing the payment methods accepted by Memories Tech, which will be clearly displayed within the Application. Users hereby authorize Memories Tech or its designated payment processor to charge their chosen payment method for the total amount of their order 9.

Unless explicitly stated otherwise, all payments made for products and services through the Application are non-refundable. However, in the event that delivered items are faulty or do not conform to the order specifications, users may submit a request for a refund or a reprint. Such cases will be thoroughly reviewed by Memories Tech's dedicated team, and refunds or reprints may be issued at the sole discretion of Memories Tech, subject to the specific circumstances of the case and in compliance with applicable UK consumer law. To initiate a claim for faulty items, users are typically required to provide photographic evidence of the defect and notify Memories Tech within a reasonable timeframe from the date of delivery, as specified in the Returns and Refunds policy 9.

3.4 Print Quality Guarantee and Limitations

Memories Tech is committed to providing high-quality photographic printing services and strives to ensure customer satisfaction with every order. The prints produced by Memories Tech are intended to meet professional quality standards, utilizing industry-standard printing processes and materials to ensure longevity and image fidelity 8.

However, the quality of the final printed product is also significantly influenced by the quality of the User Content uploaded by the user. Therefore, Memories Tech's print quality guarantee is subject to certain limitations. Memories Tech shall not be held responsible for poor image quality that results directly or indirectly from inadequate resolution of the uploaded image, improper exposure during capture, or any other deficiencies in the original User Content provided by the user 9. Users are strongly advised to carefully preview their images within the Application before finalizing their order to ensure that all customizable features, including but not limited to spelling, grammar in any included text, the positioning of text, and the orientation and cropping of images, are to their complete satisfaction before placing the order 9. While Memories Tech endeavors to reproduce colors accurately, users should be aware that slight variations in color may occur between the digital preview displayed on their device and the final printed product due to inherent inconsistencies in the printing process and variations in monitor calibration 11. Memories Tech does not guarantee exact color matching unless specifically stated otherwise for a particular product or service.

3.5 Acceptable Image Formats and Guidelines

To ensure optimal print quality, Memories Tech accepts User Content in the following image file formats: JPEG (.jpg or .jpeg), Portable Network Graphics (.png), and Tagged Image File Format (.tiff). These formats are widely compatible with printing processes and generally preserve image quality effectively 12.

For the best printing results, users are recommended to upload images with a minimum resolution of 300 dots per inch (DPI). Images with lower resolutions may appear pixelated or blurry when printed, especially at larger sizes 10. While the Application may accept images with lower resolutions, Memories Tech cannot guarantee the quality of prints produced from such files. It is also recommended that users provide images in the CMYK color profile, as this color model is standard for professional printing and helps to ensure more accurate color reproduction in the final print. Images submitted in the RGB color profile may undergo color conversion during the printing process, which could potentially lead to slight color shifts 11. For prints that are intended to extend to the very edge of the paper, users should ensure that their uploaded images include sufficient bleed (typically an extra 0.125 inch on all sides) to prevent unprinted edges after trimming 11. Critical elements of the image, such as faces and text, should be kept within a safe zone, typically 0.125 inch inside the trim line, to avoid being cropped during the trimming process.

Table 1: Acceptable Image Formats

3.6 Shipping, Delivery, and Handling of Prints

Memories Tech offers various shipping options for the delivery of printed products, the details and costs of which will be presented to the user during the order placement process. Estimated delivery times will also be provided, although these are estimates and actual delivery times may vary depending on the shipping method selected, the destination address, and other factors beyond Memories Tech's direct control 17.

Memories Tech takes reasonable precautions to ensure that all printed products are securely packaged to prevent damage during transit 17. However, in the unfortunate event that a user receives damaged prints or if an order is lost during shipping, the user should promptly notify Memories Tech's customer support team, providing details of the issue and any relevant supporting documentation, such as photographs of the damage. Upon review of the reported issue, Memories Tech may, at its discretion, offer a reprint of the order or a refund of the purchase price, in accordance with its Returns and Refunds policy and applicable UK consumer law. Shipping services are currently available to addresses within the United Kingdom, and specific delivery options and any geographical limitations will be clearly indicated during the order process.

3.7 Returns, Refunds, and Cancellations for Print Orders

Memories Tech's policy regarding returns, refunds, and cancellations for print orders is governed by UK consumer law, including the Consumer Rights Act 2015 and the Consumer Contracts (Information, Cancellation and Additional Charges) Regulations 2013 21. Users have the right to cancel their order for a limited time, even if the goods are not faulty, provided that the order falls under the category of "distance selling" (e.g., online orders). Typically, this "cooling-off" period allows users to notify Memories Tech of their intention to cancel within 14 days of receiving their order. Following notification, users then have an additional 14 days to return the goods 24.

Refunds will be issued to the user within 14 days of Memories Tech receiving the returned goods. However, certain exceptions to the right to cancel and receive a refund may apply, such as for personalized or custom-made items (e.g., prints with user-uploaded photos) unless they are faulty or not as described 23. In cases where the printed goods are faulty, not as described, or do not meet satisfactory quality standards, users are entitled to a refund, repair, or replacement. To initiate a return or cancellation, users should contact Memories Tech's customer support team through the channels provided in the "Contact Us" section of these Terms, providing their order details and the reason for the return or cancellation. Memories Tech reserves the right to refuse returns or refunds if the goods are not returned in their original condition or if the issue is due to circumstances for which Memories Tech is not responsible, such as errors in user-uploaded content as outlined in Section 3.4.

3.8 Image Storage Policy

Memories Tech may provide users with the convenience of online storage for their uploaded photographs for a specified period. Currently, user images may be stored for up to 18 months from the date of the last order or account activity 9.

Memories Tech reserves the right to delete user-uploaded images after this period of inactivity or upon termination of the user's account. Users will be notified prior to any such deletion where feasible. While Memories Tech implements reasonable technical and organizational measures to protect user data, including uploaded images, it is important to understand that no system is completely invulnerable to security breaches. Therefore, Memories Tech cannot guarantee the absolute security of user data and advises users to retain their own backups of their valuable photographs.

4. Terms for the Partner Portal

4.1 Partner Registration and Eligibility

The Memories Tech Partner Portal (MPP) is designed for influencers who wish to collaborate with Memories Tech by promoting its photographic printing services through unique discount codes. To become a partner, interested influencers must complete a registration process, the details of which are available on the MPP signup page.

Memories Tech has established certain eligibility criteria for its partner program, which may include factors such as a minimum number of followers or subscribers on relevant social media platforms, alignment of the influencer's brand and audience with Memories Tech's target market, and a demonstrated history of ethical and effective content creation. Memories Tech reserves the sole and absolute right to review each partner application and to either approve or reject it at its discretion. Memories Tech is not obligated to provide reasons for the rejection of an application 26.

In addition to accepting applications, Memories Tech may also proactively reach out to influencers who align with its brand values and audience for potential collaborations.

4.2 Affiliate Links and Tracking Mechanisms

Upon successful registration and acceptance into the Memories Tech partner program, partners will be provided with unique affiliate links or discount codes that they can share with their audience. These links and codes are specifically designed to track referrals generated by each partner 25.

When a user applies a partner's designated discount code to make a purchase on the Memories Tech Application, this activity is recorded through a tracking mechanism. Currently, Memories Tech attributes referrals solely through discount codes, without the use of affiliate links or cookies.

Users can only apply a single discount code per order. As a result, the partner associated with the applied code will receive full credit for the referral. Details regarding the tracking and attribution process are outlined within the partner portal.

4.3 Commission Structure, Calculation, and Payment Terms

Memories Tech offers a commission to its partners for successful referrals that result in a purchase of its photographic printing services. The specific commission structure, which may include a percentage of the sale value or a fixed fee per order, will be clearly outlined in the agreement between Memories Tech and the partner 25. Currently, the commission is structured as a percentage of the net sales generated through the partner's unique discount code.

Commissions are calculated based on the total revenue generated from qualifying purchases made using the partner's discount code, typically excluding any discounts, taxes, or shipping fees 36. The partner portal provides partners with access to performance reports where they can track the number of sales attributed to their code and the estimated commissions earned. Memories Tech typically processes commission payments on a monthly basis, provided that the total earned commission meets a specified minimum payout threshold, which is currently set at £25. Payments are usually made via bank transfer to the partner's designated bank account, the details of which must be provided by the partner directly to Memories Tech initially and eventually migrated to the partner’s portal 36. Memories Tech reserves the right to withhold or reverse commissions in cases of fraudulent activity, order cancellations, returns, or any violation of the partner agreement terms 25.

Table 2: Partner Commission Structure

4.4 Performance Monitoring and Reporting for Partners

The Memories Tech partner portal provides partners with a dedicated interface where they can access and review comprehensive data regarding their performance. This portal allows partners to monitor key metrics such as the number of clicks on their affiliate links or the usage of their discount codes, the resulting conversions or sales, and the total commission earned 38.

Partners can typically access real-time or near real-time reports providing insights into their promotional activities. The specific metrics tracked may include the number of unique clicks, the total number of orders generated, the total sales value attributed to their efforts, and the corresponding commission earned. Performance reports are generally updated regularly, with partners able to view data on a daily, weekly, or monthly basis, allowing them to effectively track their progress and optimize their promotional strategies 37.

4.5 Obligations and Responsibilities of Partners

Partners in the Memories Tech program are expected to promote the services ethically and in full compliance with all applicable laws and regulations, including advertising standards and guidelines set forth by the UK's Advertising Standards Authority (ASA) 25. This includes ensuring that all promotional content is transparent, truthful, and does not contain any misleading or deceptive claims about Memories Tech's products or services. Partners are required to clearly disclose their affiliate relationship with Memories Tech in all promotional communications, for example, by using appropriate hashtags such as #ad or #sponsored in social media posts 25.

Certain promotional activities are strictly prohibited. These include, but are not limited to, spamming (sending unsolicited messages), engaging in misleading advertising practices, bidding on Memories Tech's branded keywords in search engine advertising without explicit written permission, and using any content or promotional methods that could damage Memories Tech's brand reputation 25. Partners must adhere to the guidelines provided by Memories Tech regarding the use of its trademarks, logos, and other promotional materials, ensuring brand consistency and proper representation 25. Partners are solely responsible for the content they create and must ensure that it is accurate, truthful, and does not infringe upon the intellectual property rights of any third party 29.

4.6 Intellectual Property Rights Related to the Partner Program

Memories Tech retains all ownership rights, title, and interest in and to its intellectual property associated with the partner program, including but not limited to its logos, trademarks, trade names, website design, software, and promotional materials 25.

Upon acceptance into the partner program, Memories Tech grants partners a non-exclusive, non-transferable, revocable license to use its designated trademarks and promotional materials solely for the purpose of promoting Memories Tech's services as outlined in the partner agreement. This license is strictly limited to the duration of the partnership and is subject to the terms and conditions specified by Memories Tech. Partners are expressly prohibited from modifying, altering, or creating derivative works based on Memories Tech's intellectual property without obtaining prior written consent. Upon termination of the partner agreement for any reason, the granted license shall immediately cease, and the partner must promptly cease all use of Memories Tech's intellectual property 39.

4.7 Termination of Partner Agreements

Either Memories Tech or the partner may terminate the partner agreement at any time, with or without cause, by providing written notice to the other party. Typically, a notice period of 30 days is required for termination without cause 25.

Memories Tech reserves the right to terminate the partner agreement immediately and without prior notice in the event of a material breach of these Terms or the partner agreement by the partner, including but not limited to engaging in prohibited promotional activities, providing false or misleading information, or violating any applicable laws or regulations. Upon termination of the partner agreement, the partner's right to earn further commissions will immediately cease. Memories Tech will typically pay any outstanding commissions earned up to the date of termination, provided that the earned amount meets the minimum payout threshold and there are no grounds for withholding payment as outlined in these Terms. Following termination, the partner must immediately remove all affiliate links and references to Memories Tech from their website, social media channels, and any other promotional materials 28.

4.8 Indemnification by Partners

Partners agree to indemnify, defend, and hold Memories Tech and its affiliates, officers, directors, employees, and agents harmless from any and all claims, damages, losses, liabilities, costs, and expenses (including reasonable legal fees) arising out of or relating to their participation in the partner program, their promotional activities, any breach of these Terms or the partner agreement, or any negligent or wrongful act or omission on their part 25. This indemnification obligation shall survive the termination of the partner agreement.

5. General Legal Provisions

5.1 Intellectual Property Rights of Memories Tech

Memories Tech Ltd. is the exclusive owner of all rights, title, and interest in and to the Application, the Services (including the partner portal), and all associated content, features, and functionality, excluding User Content. This includes, but is not limited to, all software, code, designs, graphics, logos, trademarks, and copyrights 5.

Users and partners agree not to copy, reproduce, distribute, modify, create derivative works of, publicly display, publicly perform, republish, download, store, or transmit any of the intellectual property belonging to Memories Tech without obtaining prior written consent from an authorized representative of Memories Tech Ltd. Any unauthorized use of Memories Tech's intellectual property is strictly prohibited and may result in legal action 5.

5.2 Termination of User and Partner Accounts

Memories Tech reserves the right to suspend or terminate any user's or partner's access to the Application, the Services, or the partner portal at any time, without prior notice or liability, if it reasonably believes that the user or partner has violated these Terms, engaged in harmful, fraudulent, or illegal activities, or for any other legitimate business reason 46.

Upon termination of a user's or partner's account, their license to use the Application, the Services, or the partner portal will immediately cease. Memories Tech may also, at its discretion, delete any User Content associated with a terminated user account, although it may retain certain data for legal or administrative purposes. Users and partners may also terminate their accounts at any time by following the procedures outlined within the Application or the partner portal 46.

5.3 Third-Party Links and Services Disclaimer

The Application or the partner portal may contain links to third-party websites, services, or content that are not owned or controlled by Memories Tech. Memories Tech has no control over, and assumes no responsibility for, the content, privacy policies, or practices of any third-party websites or services. Users and partners acknowledge and agree that Memories Tech is not responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with the use of or reliance on any such third-party content, goods, or services 1.

5.4 Limitation of Liability

To the fullest extent permitted by law, Memories Tech and its affiliates, officers, directors, employees, agents, suppliers, and licensors shall not be liable for any indirect, incidental, special, consequential, or punitive damages (including, without limitation, damages for loss of profits, data, use, goodwill, or other intangible losses) arising out of or relating to users' or partners' access to or use of, or inability to access or use, the Application, the Services, or the partner portal 47. This limitation applies regardless of the legal theory on which the claim is based, including contract, tort (including negligence), strict liability, or any other legal theory.

Memories Tech's total cumulative liability to any user or partner for any and all claims arising out of or relating to these Terms or the use of the Application, the Services, or the partner portal shall be limited to the total amount paid by the user to Memories Tech for the Services in the twelve (12) months immediately preceding the event giving rise to the liability. This limitation of liability is a fundamental element of the agreement between the user or partner and Memories Tech and reflects the allocation of risk between the parties. Users and partners acknowledge that Memories Tech would not be able to provide the Services on an economic basis without these limitations 47. It is important to note that these limitations may be subject to mandatory provisions of UK law, particularly concerning consumer rights, and will be applied to the extent permissible under such laws.

5.5 User and Partner Indemnification of Memories Tech

Users agree to indemnify, defend, and hold Memories Tech and its affiliates, officers, directors, employees, and agents harmless from any and all claims, damages, losses, liabilities, costs, and expenses (including reasonable legal fees) arising from or relating to their use of the Application, the Services, their User Content, or any violation of these Terms 49. Partners agree to the indemnification obligations as outlined in Section 4.8.

5.6 Dispute Resolution

These Terms shall be governed by and construed in accordance with the laws of England and Wales, excluding its conflict of law principles 49.

Any dispute, controversy, or claim arising out of or relating to these Terms, or the breach, termination, or validity thereof, shall be subject to the exclusive jurisdiction of the courts of England and Wales. While Memories Tech initially stipulates binding arbitration as the primary method for dispute resolution, it recognizes the importance of accessible and user-friendly mechanisms, particularly for consumer disputes. Therefore, Memories Tech may, at its discretion, consider alternative dispute resolution methods such as mediation as an initial step in resolving disagreements with users, before resorting to arbitration or litigation 49.

5.7 Miscellaneous

These Terms constitute the entire agreement between the user or partner and Memories Tech Ltd. with respect to the Application, the Services, and the partner portal, and supersede all prior or contemporaneous communications and proposals, whether oral or written. If any provision of these Terms is held to be invalid or unenforceable, such provision shall be struck and the remaining provisions shall remain in full force and effect 51. Memories Tech's failure to enforce any right or provision of these Terms shall not be deemed a waiver of such right or provision.

6. Contact Us

For any questions, concerns, or inquiries regarding these Terms of Service or the Services provided by Memories Tech, please contact us at:

Email: memtech-legal@memories-tech.com

Memories Tech Ltd.

7. Effective Date

These Terms of Service are effective as of December 30th, 2024.