By using the Services in any manner, you (the "user" or "you") agree to be bound by this Agreement, including those additional terms and conditions and policies referenced herein and/or available by hyperlink. This Agreement applies to all users of the Services, including without limitation users who are vendors, customers, merchants, contributors of content, information and other materials or services.
All content on this site, such as text, graphics, logos, button icons, images, audio clips, digital downloads, data compilations, and software, is the property of the Company or its content suppliers and is protected by domestic and international copyright laws. The compilation of all content on this site is the exclusive property of the Company and is protected by domestic and international copyright laws. All software used on this site is the property of the Company or its software suppliers and is protected by domestic and international copyright laws.
Your content and your use of Gmemo shall not infringe upon any third-party's intellectual property rights. Gmemo respects the intellectual property of others and asks that users of our Services do the same. We have adopted and implemented a policy respecting copyright law that provides for the removal of any infringing materials and for the termination, in appropriate circumstances, of users of our Services who are repeat infringers of intellectual property rights, including copyrights.
If you wish to have access to the Platform and Gmemo Services, you shall create an Account in accordance with Gmemo’s Registration Process.
You shall be solely responsible for keeping the username and password of your Account confidential and secured at all times and shall immediately notify Gmemo of any unauthorized access to your Account. If you are under 18, you may use our company's services only with involvement of a parent or guardian. Gmemo and its affiliates reserve the right to refuse service, terminate accounts, remove or edit content, or cancel orders in their sole discretion.Gmemo grants you a limited license to access, make personal use of this site and not to download (other than page caching) or modify it, or any portion of it, except with express written consent of the Company. This license does not include any resale or commercial use of this site or its contents; any collection and use of any product listings, descriptions, or prices; any derivative use of this site or its contents; any downloading or copying of account information for the benefit of another merchant; any use of data mining, robots, or similar data gathering and extraction services. This site or any portion of this site may not be reproduced, duplicated, copied, sold, resold, visited, or otherwise exploited for any commercial purpose without express written consent of the Company.
You may not frame or utilize framing techniques to enclose any trademark, logo, or other proprietary information (including images, text, page layout or form) of the Company and our affiliates without express written consent. You may not use any meta tags or any other 'hidden text' utilizing the Company's name or trademarks without the express written consent of the Company. Any unauthorized use terminates the permission or license granted by the Company. You may not use any Company logos or other proprietary graphic or trademark as part of the link without express written permission.
Gmemo provides you with access to a variety of resources, including the purchase and sale of virtual items and accounts. Such services, including any updates, enhancements, new features, and/or the addition of any new Web properties, are subject to these Terms and Conditions.
Gmemo makes no representation or claims to any title for any accounts or virtual items purchased or sold through this site. Gmemo further makes no representations regarding the transferability, use, and ownership of any such accounts or virtual items. The Company is not affiliated with any publisher or developer of any game.
In no event Shall Gmemo, and (as applicable) our subsidiaries, officers, directors, employees, or licensors and suppliers be liable for any damages whatsoever, whether direct, indirect, general, special, compensatory, consequential, and /or incidental, arising out of or relating to the conduct of you or anyone else in connection with the user of the services, or this agreement, including without limitation, lost profits, bodily injury, emotional distress, or any special, incidental or consequential damages.
“Confidential Information” means all Information of any kind, whether in machine readable or visually readable form, oral or otherwise and whether or not labelled as “Confidential”, that are made available by or on behalf of the disclosing party to the receiving party, whether before or after the commencement of the term of this Agreement, for the purposes relating to or in connection with this Agreement. The Confidential Information shall include without limitation technical information, data, know-how, information relating to the disclosing party's or their respective affiliates’ business, trade secrets, revenue or income information, marketing strategies, financial condition and operations, and any other information that is by its nature confidential and proprietary to the disclosing Party or its suppliers/affiliates.
“Confidential Information” shall not include information that: (i) was, at the time of its disclosure, already in the possession of the receiving party free of any obligation to keep it confidential and such party can establish, through reasonably sufficient and credible competent evidence, such prior possession; (ii) is independently developed by the receiving party, (iii) is or becomes generally available to the public other than as a result of a breach of this Agreement by the receiving party or its Representatives; or (iv) becomes available to the receiving party on a non-confidential basis from a source other than the disclosing party or its Representatives; provided, however, that such source is not to the knowledge of the receiving party bound by a confidentiality agreement or other legal or fiduciary obligation of secrecy to the disclosing party. Unless otherwise stated herein, the receiving party of any of the Confidential Information agrees not to disclose such Confidential Information to any person except (i) where such disclosure is required by law or the regulations of any securities exchange or court of competent jurisdiction; (ii) where such disclosure is permitted under this Agreement; (iii) to their respective Representatives and/or legal, financial and/or accounting advisors who have a definite need to know such Confidential Information; and/or (iv) with prior written approval of the disclosing party.
In the event that any of Gmemo’s Confidential Information is required to be disclosed in any manner due to the requirements of any applicable law or the regulations of any securities exchange or securities trading system, or court of competent jurisdiction, you shall give prompt written notice to Gmemo prior to any disclosure sufficient under the circumstances to allow Gmemo to seek a protective order or other appropriate remedy. You shall: (i) only disclose such minimum information as is legally required and shall, at the request of Gmemo, use commercially reasonable efforts to obtain confidential treatment for Gmemo’s Confidential Information that is to be disclosed and allow Gmemo, if it wishes, to also take such measures as it deems necessary or desirable to challenge any such disclosure or to otherwise redact or minimize such disclosure; and (ii) fully cooperate with Gmemo.
All Confidential Information shall solely be used for the purpose of this Agreement.
All existing Intellectual Property Rights Gmemo, its contractors, partners, services providers, suppliers, or licensors (if any) shall belong and remain with its respective owner. Nothing in this Agreement shall transfer or assign such Intellectual Property Rights to you.
All Intellectual Property Rights created and/or developed pursuant to this Agreement by Gmemo (its suppliers, contractors, partners and/or licensors (if any)) shall belong absolutely to Gmemo.You shall not, whether by yourself or through any other person, engage in any conduct which will infringe the Intellectual Property Rights of Gmemo or those of any third party in relation to your use of the Platform and/or the Gmemo Services.
You shall use any Information and/or properties made available to you by Gmemo under this Agreement in which any of Gmemo’s Intellectual Property Rights subsist solely for the purpose of and only to the extent permitted by this Agreement. This Clause shall survive the termination of this Agreement.
You agree to defend, indemnify and hold Gmemo, its affiliates and each of their respective directors, officers, employees and agents harmless from and against all costs, loss, damages, claims, fines, penalties, liabilities and/or expenses, including attorneys' fees, arising howsoever under this Agreement including without limitation arising from or in connection with negligence, omission, and/or breach of this Agreement on your part. This indemnity shall be granted whether or not legal proceedings are instituted and, if such proceedings are instituted, irrespective of the means, manner or nature of any settlement, compromise or determination. For the avoidance of doubt, nothing in this clause shall prevent or restrict Gmemo enforcing any other rights and obligations owed to it under this Agreement.
The actual contract for sale is directly between Buyers and Sellers. While Gmemo may help to facilitate the resolution of disputes between Buyers and Sellers, Gmemo has no control over and does not guarantee: the existence, quality, safety or legality of items advertised; the truth or accuracy of Users’ content or listings; the ability of sellers to sell items; the ability of buyers to pay for items; or that a buyer or seller will actually complete a transaction or return an item.
Consequently, Gmemo does not transfer legal ownership of items from the seller to the buyer. Gmeomo cannot guarantee the true identity, age, and nationality of a user and encourages you to communicate directly with potential transaction partners through the tools available on the site.
No failure or delay on the part of a party in exercising any rights or remedies under this Agreement at any time or for any period of time nor any knowledge or acquiescence by a Party of, or in, any breach of any provision of this Agreement shall operate as or be deemed to be a waiver thereof nor shall a waiver by that party of any breach constitute a continuing waiver in respect of any subsequent or continuing breach. A provision of right or remedy under this Agreement may not be waived except in writing signed by the waiving party.
You acknowledge that violation of these Terms and Conditions could cause irreparable harm for which monetary damages may be difficult to ascertain or an inadequate remedy. You therefore, agree that the Company shall be entitled, in addition to its other rights, to seek and obtain injunctive relief for any violation of these Terms and Conditions without the filing or posting of any bond or surety. Furthermore, in the event a lawsuit or action is brought by any party under these Terms and Conditions to enforce any of its terms, it is agreed that if the Company shall be deemed to be the prevailing party as determined by final judgment, not subject to appeal, of a court of competent jurisdiction, the Company shall be entitled to recovery of reasonable attorney's fees, expert fees, litigation expenses and court costs in addition to any other relief granted by the court.
Your Content and your use of Gmemo shall not:
Be false, inaccurate or misleading
Be fraudulent or involve the sale of illegal, counterfeit or stolen items
Infringe upon any third-party's copyright, patent, trademark, trade secret or other proprietary or intellectual property rights or rights of publicity or privacy
Violate this Agreement, any policy or community guidelines, or any applicable law, statute, ordinance or regulation (including, but not limited to, those governing export control, consumer protection, unfair competition, anti-discrimination or false advertising)
Violate any legal or contractual obligations to which you may be subject Involve any countries, entities, individuals or items prohibited by sanctions, embargoes, regulations or orders administered by the U.S. Department of Treasury’s Office of Foreign Assets Control (“OFAC”) or other government agencies
Contain items that have been identified by the U.S. Consumer Products Safety Commission (CPSC) as hazardous to consumers and therefore subject to a recall
Be defamatory, trade libelous, unlawfully threatening, unlawfully harassing, impersonate or intimidate any person (including Gmemo staff or other users), or falsely state or otherwise misrepresent your affiliation with any person, through for example, the use of similar email address, nicknames, or creation of false account(s) or any other method or device Interfere with a seller’s business or shop
Take any action that may undermine online reviews or feedback
Be obscene or contain child pornography
Contain or transmit any code of a destructive nature that may damage, detrimentally interfere with, surreptitiously intercept or expropriate any system, data or personal information
Host images not part of a listing
Modify, adapt or hack Gmemo or modify another website so as to falsely imply that it is associated with Gmemo
Appear to create liability for Gmemo or cause Gmemo to lose (in whole or in part) the services of Gmemo's ISPs or other suppliers
Link directly or indirectly, reference or contain descriptions of goods or services that are prohibited under this Agreement or other policy documents as posted on Gmemo.
You shall comply with all applicable domestic and international laws, statutes, ordinances and regulations regarding your use of the Services and, if applicable, your listing, purchase, solicitation of offers to purchase, and sale of items. In addition, you shall be responsible for paying any and all taxes applicable to any purchases or sales of items you make using the Services (excluding any taxes on Gmemo's net income).
If any term or provision in these Terms and Conditions is found to be void, against public policy, or unenforceable by a court of competent jurisdiction and such finding or order becomes final and non-appealable, then, the offending provision shall be deemed modified to the extent necessary to make it valid and enforceable. If the offending provision cannot be so modified, then the same shall be deemed stricken here in its entirety, and unless such term or provision is material to the performance of these Terms and Conditions, the remainder of these Terms and Conditions shall survive with the said offending provision eliminated.
Gmemo shall not be liable to you or be deemed to be in breach of this Agreement by reason of any delay in performing, or any failure to perform, any of the Gmemo’s obligations under this Agreement, if the delay or failure was due to any cause beyond Gmemo’s reasonable control, including but not limited to:
(a) Fire, act of God, storm, explosion, earthquake, flood, tempest, accident or other natural disaster;
(b) War or threat of war, sabotage, insurrection, civil disturbance or requisition;
(c) Acts, restrictions, regulations, bye laws, prohibitions or measures of any kind on the part of any governmental, parliamentary or local authority;
(d) Strikes, lock outs or other industrial actions or trade disputes;
(e) Difficulties in obtaining raw materials, labor, fuel, parts or machinery; and/or;
(f) Telecommunication, transportation, power supply, or system disturbances or failures, or breakdown in machinery affecting the Platform, Gmemo Services or any part thereof.