This Terms of Service Agreement (the "Agreement") regulates your access to and use of our services and products (collectively referred to as the "Service") provided by PJ (referred to as "PJ," "we," "us," or "our"). By using the Service, you affirm your comprehension and acceptance of all terms and conditions outlined in this Agreement. If you are entering this Agreement on behalf of a business or other legal entity, you warrant that you are authorized to legally bind that entity to this Agreement, in which case references to "you" refer to that entity. If you lack such authority, or if you disagree with these terms and conditions, you must not accept this Agreement and are prohibited from using the Service.
Important Note: This Agreement is subject to automatic renewal unless you opt to cancel as detailed herein.
Carefully review the Mutual Arbitration Agreement detailed later in this document. It obligates you to settle disputes with PJ on an individual basis (waiving rights to class actions) through final and binding arbitration. By agreeing to this Agreement, you explicitly acknowledge your understanding and acceptance of all terms of this Mutual Arbitration Agreement, and have considered the implications of this crucial decision. The “Effective Date” of this Agreement is the date you first accept these terms.
1. Definitions
1.1 “Credits” refer to the virtual currency used within Memeflix, which can be purchased and redeemed for various services and features on the platform. Credits have no monetary value outside of the Memeflix platform and cannot be exchanged for cash or other forms of real currency. 1.2 “Generated Content” denotes any content created and uploaded by users of Memeflix, including videos, comments, and suggestions. 1.3 “Service” encompasses the Memeflix platform, which provides a space for users to view, upload, and interact with video content. This includes all associated technologies, features, and services offered by Memeflix, such as AI-generated content creation, user voting, and content suggestion mechanisms.
2. License Grant
Subject to the terms of this Agreement, PJ grants you a non-exclusive, non-transferable, limited license, without the right to sublicense. This license allows you to access and use Memeflix services up to the number of Credits you have purchased. You can also utilize all associated documentation in connection with your authorized use of Memeflix. This license is granted exclusively for your personal or internal business purposes, acknowledging that Memeflix operates on an individual account basis.
3. Upgrades and Downgrades
- Credits Purchase: You may purchase Credits at any time. Upon purchasing Credits, you will gain immediate access to the services and features on the Memeflix platform that can be unlocked or used with Credits.
- Credits Consumption: Credits will be consumed based on the services and features you utilize on the Memeflix platform.
- Refills and Additional Purchases: Should you deplete your Credits, you have the option to purchase additional Credits at any time to continue enjoying the premium features and services offered by Memeflix.
4. Memeflix AI Policy
Your use of Memeflix, including its AI features, is subject to the terms of the Memeflix AI Policy, which may include terms applicable to third-party AI providers, all incorporated by reference into this Agreement. PJ may utilize your inputs, such as video content, comments, and interactions, to train and enhance our products and services, including the AI functionalities of Memeflix.
AI Development at Memeflix
Our AI solutions are in continuous development, leveraging a combination of proprietary algorithms and models, some of which may be sourced from leading AI providers. User interactions and content on Memeflix may contribute to enhancing our AI's learning models, aiming for improved service accuracy and relevance. Given the early access nature of our AI features, we appreciate your feedback to help us evolve and refine our offerings.
Security, Privacy, and Trust
PJ is committed to ethical and responsible AI development and use, prioritizing user data protection and fostering a respectful user environment on Memeflix.
- Data Usage and Privacy: User inputs may be processed by our AI technology, aligning with our Privacy Policy. Queries and interactions with our AI may be used for model training and improvement.
- Compliance with Data Protection: We regularly update our policies in line with current data protection regulations and industry standards.
- Ethical Considerations and Safety: Our AI development process includes ethical, security, and regulatory considerations, with safeguards to prevent misuse.
Third-Party Service Providers
Memeflix's AI capabilities are powered by services from notable AI technology providers. The current list includes OpenAI, and may be expanded in the future. Any changes to this list will be reflected in these terms.
Acceptable Use
Memeflix's AI features are intended for generating content in a respectful and helpful manner. Prohibited uses include:
- Illegal activities
- Inauthentic, deceptive, or impersonation behaviors
- Violations of Memeflix's policies or terms of service
Violations may result in service termination. This policy is subject to periodic review and updates to ensure ongoing relevance and effectiveness.
5. Permissions and Restrictions
5.1 Permissions: By agreeing to this Agreement, you consent to allow Memeflix to connect to your Memeflix account. A valid Memeflix account is required for accessing and using the services and features on the Memeflix platform. You are responsible for: (a) ensuring your compliance with this Agreement in your use of Memeflix, and if you are representing an organization, ensuring that each of your employees who uses Memeflix has their own individual account and adheres to this Agreement; and (b) managing, moderating, and responsibly using the content you input into Memeflix, as well as the AI-generated content. Each account holder is individually accountable for the content they generate and how they utilize Memeflix for their educational or business purposes.
5.2 Restrictions: You are prohibited from, and must not permit any third party to: (i) reverse engineer or attempt to uncover the source code of any part of Memeflix; (ii) reproduce, modify, translate, or create derivative works from any part of the Service; (iii) export Memeflix or assist others in licensing, sublicensing, reselling, distributing, or otherwise transferring the Service; (iv) remove or obliterate any proprietary notices on the Service or any copies thereof; or (v) disclose or use benchmarking results of the Service for competitive purposes without PJ’s prior written consent. You must use Memeflix in compliance with all relevant laws and regulations. You acknowledge that Memeflix may generate similar outputs for different users, and other users may see the AI-generated content and visuals from your inputs.
6. Disclaimer of Warranty The Service is provided to you on an “AS IS” and “AS AVAILABLE” basis. PJ and its licensors make no warranties regarding the performance of Memeflix or the suitability of the AI-generated content for your purposes, whether express, implied, statutory, or otherwise. All other warranties, including but not limited to warranties of non-infringement, merchantability, and fitness for a particular purpose, are expressly disclaimed. You bear full responsibility for the security of your environment when using Memeflix and should adhere to best security practices. Be aware that AI-generated content may contain mistakes.
7. Intellectual Property Rights, Support and Feedback
7.1 PJ Rights. All rights, title, and interest in and to Memeflix, including any improvements, updates, modifications, or additional components thereof, shall remain the property of PJ or its licensors at all times. This Agreement does not confer any right, title, or interest in Memeflix to you, except as expressly stated herein. PJ reserves all rights not explicitly granted in this Agreement.
7.2 Your Rights. As between you and PJ, you retain ownership of any Original Content you create and upload to Memeflix. For AI-generated content created through your inputs, PJ assigns to you the rights to use this AI-generated content on the Memeflix platform, subject to the terms of this Agreement and any rights that may pertain to user inputs or pre-existing content.
7.3 Support. Despite the above disclaimer of warranty, PJ may, at its sole discretion, provide support regarding the use of Memeflix, but is not obligated to do so.
7.4 Feedback. You agree to provide PJ with feedback regarding your use of Memeflix, which may include oral or written reports of errors or other issues. This feedback, along with any materials, information, ideas, concepts, and know-how you provide related to Memeflix (“Feedback”), will become the property of PJ. You hereby assign all rights, title, and interest in the Feedback, including intellectual property rights, to PJ, and agree to assist PJ, at our expense, in securing and enforcing these rights.
8. Limitation of Liability, Allocation of Risk, Indemnity
8.1 Limitation of Liability. PJ and its licensors shall not be liable for special, incidental, consequential, or indirect damages related to this Agreement, including, but not limited to, lost profits, lost savings, or damages arising from loss of use, loss of content, data, or any actual or anticipated damages. This applies regardless of the legal theory on which such damages may be based, and even if PJ or its licensors have been advised of the possibility of such damages. In no event shall PJ’s direct damages exceed the amount you have spent on credits within the last transaction. Furthermore, PJ's licensors shall not be liable for any damages of any kind.
8.2 Allocation of Risk. You and PJ agree that the limitation of liability outlined in Section 8.1 and the warranty disclaimer in Section 6 fairly allocate the risks in this Agreement between the parties. This allocation is an essential element of the basis of the bargain between the parties, and the limitations specified in this Section 8 shall apply notwithstanding any failure of the essential purpose of this Agreement or any limited remedy under it.
8.3 Indemnity. You agree to defend, indemnify, and hold harmless PJ, its affiliates, and third-party licensors from and against any claims, losses, and expenses (including attorneys’ fees) arising from or relating to your use of Memeflix. This includes, without limitation, any AI-generated content or products or services that you develop from or in connection with the AI-generated content, any claims by a third party or another user of Memeflix that your AI-generated content infringes or misappropriates their intellectual property rights, and/or your breach of applicable law.
9. Confidentiality
All information relating to Memeflix, including, but not limited to, any feedback you provide, the existence and terms of this Agreement, and the functionality of Memeflix, is considered confidential information of PJ. You agree not to use or disclose such confidential information except as necessary to perform and exercise your rights under this Agreement. This confidentiality obligation includes taking reasonable precautions to prevent any unauthorized use or disclosure of such information.
10. Payment of Fees
10.1 Credit Purchases. PJ offers credits for purchase, which can be used to access various services and features within Memeflix. These credits represent a pre-paid value for transactions on the platform. You agree to pay all fees associated with the purchase of credits ("Fees"). All payments for credit purchases are non-refundable and non-transferable, except as explicitly authorized by PJ in its sole discretion. We reserve the right to modify our pricing terms and credit bundle offerings at any time, with appropriate notice provided on our website or through other communications.
For the purchase of credits, you must provide current, accurate, and authorized payment method information and promptly inform us of any changes to this information. You authorize us to automatically charge the provided payment method for your selected credit bundles. The fees for credit bundles will be charged at the time of purchase.
10.2 Credit Usage. Credits can be used within Memeflix for accessing premium content, using enhanced features, or availing of specific services outlined on the platform. Credits do not expire and can be accumulated over time. The number of credits required for services or features on Memeflix may vary and will be clearly indicated within the platform.
10.3 Refunds and Cancellations. Purchased credits are considered final sales and are non-refundable. In the event of account cancellation or suspension, any remaining credits in your account will not be refundable or exchangeable for cash, except at PJ's sole discretion under exceptional circumstances.
10.4 Changes to Credit System. PJ reserves the right to make changes to the credit system, including the cost per credit and the number of credits required for specific services or features. Any such changes will be communicated to you in advance.
11. Term and Termination
11.1 Term and Termination: This Agreement commences on the Effective Date and remains in effect until terminated by either you or PJ. Termination can occur under the following conditions:
- By You: You may terminate this Agreement at any time by ceasing all use of Memeflix and notifying PJ of your decision to terminate.
- By PJ: PJ may terminate this Agreement with immediate effect upon notice to you if you breach any provision of this Agreement.
- Automatic Termination: In the absence of any breaches, this Agreement will continue indefinitely unless either party chooses to terminate.
Upon termination, you must stop using Memeflix. PJ reserves the right to delete any of your data or content from Memeflix upon termination. However, you retain the right to use any content you have created or uploaded to Memeflix, subject to the terms of this Agreement and any continuing obligations.
11.2 Credit Expiration Policy: Currently, additional credits purchased do not expire. Should a change occur, it will be communicated appropriately and will apply only to credits acquired after the introduction of the expiration policy. Until any such changes are made, your purchased credits remain valid indefinitely. Please note that this policy is subject to change, and any modifications will be reflected in updated terms.
12. Government End Users
The Memeflix software and its associated documentation, as provided in this Agreement, constitute commercial computer software and related documentation developed exclusively with private funding. According to the definitions set forth in the Federal Acquisition Regulations (FAR) at section 2.101 and the Defense Federal Acquisition Regulation Supplement ( DFARS) at sections 252.227-7014(a)(1) and 252.227-7014(a)(5) – or other relevant regulations applicable to you – Memeflix and its documentation are deemed to be "commercial items," "commercial computer software," and "commercial computer software documentation." In line with the guidelines of FAR section 12.212 and DFARS section 227.7202, or any other analogous regulations applicable to you, the deployment, alteration, duplication, performance, exhibition, or disclosure of Memeflix and its associated documentation by any United States government body, or its agencies or contractors, is subject to the stipulations of this Agreement. Such actions are restricted except as explicitly authorized under the terms of this Agreement.
13. General Provisions
13.1 Miscellaneous: All official communications under this Agreement should be in writing, and can be delivered either in person, via certified or registered mail with return receipt requested, or through electronic transmission with acknowledgment of receipt. Delivery is considered effective upon personal delivery, five (5) calendar days after being mailed, or upon confirmation of electronic transmission. Neither party's failure to enforce any rights or provisions in this Agreement constitutes a waiver of such rights or provisions. This Agreement does not create any agency, partnership, or other joint venture between the parties. Assignment, sublicensing, or transfer of this Agreement by either party requires the other party's prior written consent, except in cases of a merger, sale of assets, or similar transactions where the acquiring entity assumes all obligations under this Agreement. In legal actions related to this Agreement, the prevailing party is entitled to recover reasonable fees and costs, including attorney and expert witness fees. This Agreement represents the complete understanding regarding Memeflix and supersedes any prior agreements. If any part of this Agreement is held to be illegal or unenforceable, it will be modified to the minimum extent necessary to make it legal and enforceable, without affecting the rest of the Agreement.
13.2 Governing Law: This Agreement shall be governed by and construed in accordance with the laws of Belgium, without giving effect to any choice or conflict of law provision or rule. Any legal suit, action, or proceeding arising out of, or related to, this Agreement or Memeflix shall be instituted exclusively in the courts of Brussels, Belgium. Both parties consent to the jurisdiction and venue in these courts.
13.3 Arbitration Agreement: This section constitutes a binding written agreement to arbitrate, as per the relevant arbitration laws in Belgium. Both parties acknowledge and agree that this section meets the requirements for a written arbitration agreement under Belgian law. Any amendment to this section must be made through mutual agreement between both parties. For the purposes of this section, "Claims" encompasses all disputes, liabilities, causes of action, and legal issues that may arise from or relate to Memeflix and your usage of it, including all associated content and materials. In the event of any dispute arising from this Agreement or the use of Memeflix, both parties agree to seek resolution through binding arbitration in Brussels, Belgium, conducted in English, unless otherwise mutually agreed upon.
13.3.1 Informal Dispute Resolution: In the event of any Claim arising from or related to Memeflix, the generated content, or this Agreement, both parties agree to first attempt an informal resolution. Upon the emergence of such a Claim, each party shall send the other a notice outlining the nature of the Claim and a proposed resolution. The notice from PJ to you will be sent to the most recent contact information you have provided. If this information is absent or outdated, PJ is not obligated to follow this informal resolution process. Both parties will then engage in dialogue for a period of sixty (60) days from the receipt of the notice to attempt to resolve the Claim amicably. However, this process does not obligate either party to settle the Claim on terms that are not mutually satisfactory.
13.3.2 Applicable Law for Arbitration: If the parties cannot resolve a Claim within sixty (60) days of receiving the notice, then the Claim, along with any other disputes arising from or related to this Agreement or the use of Memeflix, shall be resolved through binding arbitration in Belgium, under Belgian law. This arbitration will be conducted in English unless otherwise agreed upon. The laws of Belgium will govern the arbitration process, including issues of interpretation, enforceability, or formation of this Agreement. There is no judge or jury in arbitration, and court review of an arbitration award is limited. However, an arbitrator is bound to follow the terms of this Agreement as a court would. This section, including the binding arbitration provision, shall survive any termination of this Agreement or your use of Memeflix.
13.3.3 Arbitration Request: To initiate an arbitration proceeding under this Agreement, you must send a written request for arbitration, detailing your claim, to support@meme-flix.com. The arbitration will be conducted in accordance with the rules of a recognized arbitration institution in Belgium, chosen by mutual agreement, and excluding any rules that govern or permit class actions. All filing, administration, and arbitrator fees will be governed by the rules of the chosen arbitration institution. The arbitration will take place in Brussels, Belgium, or at another mutually agreed location, following procedures agreed upon by both parties. Information on the arbitration institution's procedures, rules, and fee information will be made available upon request.
13.3.4 Dispute Fees: Both you and PJ will be responsible for paying the administrative and arbitrator's fees and other costs in accordance with the applicable arbitration rules. If the arbitration rules or laws require PJ to pay a greater portion or all of such fees and costs for enforceability, PJ reserves the right to elect to pay these fees and costs and proceed with arbitration. Under the arbitration rules, PJ may be permitted to recover attorney’s fees, but PJ will not seek to recover attorney's fees and costs in arbitration unless the arbitrator deems the claims to be frivolous.
13.3.5 Class Action Waiver: Both you and PJ agree that any dispute resolution proceedings will be conducted only on an individual basis and not in a class, consolidated, or representative action. This agreement to conduct proceedings solely on an individual basis shall be adhered to unless otherwise mutually agreed upon.
13.3.6 Exceptions to Arbitration: Despite the agreement to resolve disputes through arbitration, either you or PJ may pursue legal action in court to prevent infringement or other misuse of intellectual property rights ( including patents, copyrights, trademarks, trade secrets, and moral rights, but excluding privacy rights). You or PJ may also seek relief in a small claims court for Claims that fall within the jurisdiction of such courts. If the arbitration agreement is deemed inapplicable to you or a specific Claim – either due to your decision to opt-out of the arbitration agreement or due to a decision by the arbitrator or a court – the exclusive venue for any such Claim or dispute will be the competent courts in Brussels, Belgium. Both parties agree to submit to the jurisdiction of these courts for all such Claims or disputes arising from this Agreement or your use of Memeflix. In cases where arbitration is not applicable and PJ prevails in litigation to enforce its rights under this Agreement, PJ shall be entitled to recover its costs, expenses, and reasonable attorneys' fees incurred in resolving or settling the dispute, in addition to any other damages or awards.
13.3.7 Time Restrictions for Disputes: To the fullest extent permitted by applicable law, if either you or PJ wish to assert a dispute against the other, it must be initiated within one (1) year after the dispute arises, or it will be permanently barred. "Initiating" a dispute means, as applicable: (i) delivering written notice as outlined in this Agreement; (ii) filing for arbitration in accordance with the procedures set forth in this Agreement; or (iii) filing an action in the competent courts. This time restriction does not apply to legal actions taken by PJ to seek an injunction or other equitable relief for potential losses related to Memeflix, its intellectual property rights, and/or its provision of Memeflix.
13.3.8 Opt-Out Option: You reserve the right to opt-out of the arbitration and class action waiver provisions detailed above. To exercise this right, you must send a written notice of your decision to opt-out to support@meme-flix.com, with the subject line "PJ Arbitration and Class Action Waiver Opt-Out." This notice must be sent within thirty (30) days of your first use of Memeflix or the AI-generated content; failure to do so within this timeframe will result in your agreement to resolve disputes through binding arbitration as per this Agreement. If you choose to opt-out of these arbitration provisions, PJ will also not be bound by them in relation to any disputes with you.