Terms and conditions

These Terms of Service (the "Terms of Service" or "Agreement") sets forth the terms and conditions that apply to the use of the Memeplexes Service by Business Customers.

Through this website (www.memeplex.es) SoNiceSoNice Uk Ltd , doing business as Memeplexes ("Memeplexes","company","we" or "us"), provides access to services (collectively, the "Service") that allow Business Customers to use Memeplexes as a method of networking, affiliation or payment to end customers , respectively ("Networking Method"), (“Affiliation Method”) or ("Pay Method") ("collectively, the Methods")

The Service may also include other information and interactivity.

In these Terms of Service, "customer", "user" or "you" means any professional person ("merchant") or individual using the service, whether by browsing the Memeplexes website or using in any other available parts of the service. Consumers are referred to as consumers or end-user/end-customer.

READ THIS AGREEMENT CAREFULLY.

BY USING THIS WEBSITE (OTHER THAN TO READ THIS AGREEMENT FOR THE FIRST TIME), BY INDICATING ACCEPTANCE OF THIS AGREEMENT, BY USING THE METHODS, BY USING THE SERVICES, YOU ARE ENTERING INTO THIS AGREEMENT WITH MEMEPLEXES AND AGREE TO COMPLY WITH ALL OF THE TERMS OF SERVICE HEREOF. THIS IS A LEGALLY BINDING AGREEMENT.

If you do not agree to these terms and conditions, you may not use the Service or this website, or the Methods. The invalidity of one or more paragraphs of this document does not entail the invalidity of the document as such.

1. Registration

In order to use the methods, you must create an account and register with us ("Account"). If you register as business customer or otherwise use the Service, you represent and warrant to Memeplexes that: (i) you are of legal age and entitled to form a binding contract on behalf of your company; (ii) you will provide Memeplexes with accurate, current and complete registration information; (iii) your registration and your use of the Service is not prohibited by law; and (iv) all such registrations use an actual bank account and email address owned and operated by you.

Memeplexes reserves the right to suspend or terminate your registration, or your access to the Service, in the event that you breach any term of this Agreement. You are responsible for your own registration and all use of the Service under it. You shall not share your password nor use the Service through using the registration of any third party. Your registration, and this Agreement, is personal to you and the represented company. It is not transferable by you to any third party without the prior written consent of Memeplexes.

By registering for Memeplexes, you hereby agree to all fees and penalties that may be applied to your Account in the event Memeplexes deems your use of the Method as a violation of this Agreement, or in any way against the intended purpose or interest of the Method or any Program(s). In the event such violations cannot be rectified by fees and penalties (as determined by Memeplexes), or in the event you attempt to register additional Account(s) once your Account has been terminated, Memeplexes shall be entitled to collect treble damages associated with each violation.

2. Minors

Use of services is limited to users who are at least 18 years old or the legal age of a person in your country that is allowed to hold and use a credit card if you act as a consumer. If you are under the age of 18, you are not permitted to use this website, register as a Business Customer or send personal information to Memeplexes.

3. Proprietary Materials and Ownership

The Service and the Memeplexes website and online application and underlying software are the property of SoNiceSoNice UK Ltd. Without limitation of the foregoing, all the text, images, sound, music, marks, logos, compilations (meaning the collection, arrangement and assembly of information) and other content on this website other than User Content as defined below (collectively, the "Site Content"), and all software embodied in the Memeplexes website or mobile application or otherwise used by Memeplexes to deliver the Service ("Software"), is proprietary to us or to third parties (which shall be presented upon request) and are protected by copyright and other intellectual property laws.

Except as otherwise expressly permitted by this Agreement, any use, exploitation, copying, making derivative works, transmitting, posting, linking, deep linking, redistribution, sale, decompilation, modification, reverse engineering, translation or disassembly of the Software or Site Content is prohibited. You may be subject to criminal or civil penalties for violation of this paragraph. The marks "Memeplexes," "SoNiceSoNice Uk Ltd" and the Memeplexes logo are registered or unregistered trademarks of SoNiceSoNice Uk Ltd, and they may not be used in connection with any service or products, other than those provided by Memeplexes, in any manner that is likely to cause confusion among customers or in any manner that disparages or discredits Memeplexes.

The Service also features the trademarks, service marks, and logos of Merchants and other third parties, and each owner retains all rights in such marks. Any use of such marks, or any others displayed on the Service, will inure only to the benefit of their respective owners.

4. License to Use the Service

Subject to your payment of any applicable fees, Memeplexes authorizes you to access, view and use the Site Content and Software (collectively, the "Memeplexes Property") solely to the extent necessary for you to use the Service. You may not remove any copyright, trademark or other proprietary notices that have been placed on the Memeplexes Property. Except as expressly permitted by this Agreement, any modification, reproduction, redistribution, republication, uploading, posting, transmitting, distributing or otherwise exploiting in any way the Memeplexes Property, or any portion of the Memeplexes Property, is strictly prohibited without the prior written permission of Memeplexes.

You agree, and represent and warrant, that your use of the Service and the Memeplexes Property, or any portion thereof, will be consistent with the foregoing license, covenants and restrictions and will neither infringe nor violate the rights of any other party or breach any contract or legal duty to any other parties. In addition, you agree that you will comply with all applicable laws, regulations and ordinances relating to the Service, the Memeplexes Property or your use of them, and that in using the Service you will not engage in any conduct that restricts or inhibits any other person from using or enjoying the Service.

You are responsible for obtaining and maintaining the computer, smartphone and other equipment you use to access the Service, and for paying for such equipment and any telecommunications charges. We are not liable for any loss or damage you suffer arising from damage to equipment used in connection with use of the Service.

5. Terms of the Service

Memeplexes is a service based on passive and contactless technology like QR codes, Near Field Communicators, Audio Tags etc (“Attractors”). which can be used in conjunction with the application as a method of networking, monetising your assets, ordering and/or paying using Memeplexes attractors by end users ("customer") for goods or services offered by you as a merchant, and/or access your marketing and promotional programs.

You must have registered with us in order to engage the Methods, and/or any other Service. When you engage in the Methods, you are bound by this Agreement and any other program-specific Terms.

Memeplexes attractors are generated based on data submitted by you as the responsible merchant to your account at www.memeplex.es. If agreed upon, other ways of data submission and generation of attractors are possible.

The entire responsibility for accuracy of prices, product-data and product-availability you may offer remains with the merchant.

Memeplexes acts legally as a middleman. You will to register with one of our partner organisations to activate your services. During this step we will request your approval to act on behalf of you in completing the transactions and to sign a billing agreement to entitles us in our remuneration. YOU WILL BE UNABLE TO USE OUR SERVICES WITHOUT THESE TWO PROVISIONS. Transfer of ownership is timed to the instant when the customer has confirmed his action. Customer will be charged the price tagged on merchandise or service, the invoice or the verbal request of the merchant. The price might include cost of shipping or transactions costs.

Memeplexes services are remunerated by a share or commission on actual turnover (Service Charge) and a transaction fee. The Service Charge is calculated as a percentage of sales price visible to the customer including all handling, shipping and insurance cost and may vary. The transaction fee is a standard amount.

In addition to that you may be charged a monthly fee if your monthly transactions fall below the contractually agreed amount that currently stands at the equivalent of €10000 (ten thousand Euros) and an installation fee depending on your trade, the amount of integration required or your ad hog requirements and the country. Electronic provision of Memeplexes attractors is normally free of charge.

The QR codes and NFC tags that constitute the basic infrastructure of the method may be charged.

Without any further agreement, any successful sale entitles SoNiceSoNice UK Ltd to a remuneration according to commission.

Memeplexes Process

(a) Payment - Each time the customer interacts with a Memeplexes attractor and executes the actions indicated by the user-interface to confirm the payment, the customer mandates Memeplexes or the collaborating payment gateway, depending on your country, to debit the referenced amount from his account, using the indicated payment means. Said amount will be forwarded within agreed upon payment period to account indicated by merchant upon enrolment, after deduction of margin.

To avoid losses in case customers inability to pay, optional agreements for payment defaults are available through us or our partner organisations. If such provisions were not selected/requested and have such become part of this agreement, risk of non-payment remains entirely with the merchant.

(b) Other Services- Depending on your contract with us you will have the option to create and distribute to your customers invitations, vouchers and tickets. You will be able as well to utilise our technology/method to market yourself or your business or to create social connections. You are responsible solely for the content and accuracy of all of the above mentioned materials, text or content. We retain the right to delete any inappropriate content, images videos etc. and restrict their transmission if we receive a complain from the public or if we feel it is against the law of the country they are transmitted/communicated/published. We are in no obligation to advise in advance of such imposed restrictions but we may choose to do so.

If the customer is entitled to reimbursement, this shall be done by merchant, using an account indicated by customer.

Memeplexes will not restitute service charge except if the mechanism is explicitly described in the customer contract or its amendments.

Entitlement to a margin comes to live with the payment of the customer. Customer withdrawal from purchase for any reason or discrepancies in promised and actual quality of product, does not affect Memeplexes rights. Memeplexes is not liable for any payment default resulting from cancelled orders.

MEMEPLEXES ENABLES CONSUMERS TO PURCHASE GOODS FROM A (MERCHANT). MEMEPLEXES SHALL IN NO WAY BE CONSIDERED RESPONSIBLE FOR AVAILABILITY, FEATURES, QUALITY, SHIPMENT OR RIGHT TO COMMERCIALISE PRODUCT. ALL RIGHTS AND RESPONSIBILITIES WITH RESPECT TO SAID ASPECTS REMAIN ENTIRELY WITH THE SUPPLYING MERCHANT. THIS APPLIES PARTICULARLY FOR GENERAL PRODUCT LIABILITY, WARRANTY AND EXCHANGE.

THESE REGULATIONS REMAIN VALID, EVEN IF MEMEPLEXES ACTS AS A BROKER.

6. Third Party Websites

The Memeplexes website may contain links to third-party websites or is linked by the latter. The linked sites are not under our control, and we are not responsible for the contents of any linked site. We provide these links as a convenience only, and a link does not imply endorsement of, sponsorship of, or affiliation with the linked site by Memeplexes. You should make whatever investigation you feel necessary or appropriate before proceeding with any transaction with any of these third parties.

7. Ideas Submitted to Memeplexes

Memeplexes welcomes your comments about the Service. Submitted ideas or suggestions for the Service ("Service Comments"), will be considered, and will remain, the sole property of Memeplexes. None of the Service Comments will be subject to any obligation of confidence on the part of Memeplexes. Memeplexes will not be liable for any use or disclosure of any Service Comment. Without limiting the foregoing, Memeplexes will be entitled to unrestricted use and other exploitation of the Service Comments for any purpose whatsoever, commercial or otherwise, by any means, by any media, without compensation to the provider, author, creator or inventor of the Service Comment(s).

8. Fraudulent Use

If any fraudulent activity occurs involving your account, please present Company with an affidavit in a form acceptable to us with respect to the facts of such suspected fraudulent use, and we will endeavour to investigate such suspected fraudulent use.

Any damages incurred by you arising out of, in connection with, or relating to any fraudulent use or suspected fraudulent use, and any payment of any fraud reimbursement amount will be conditioned on your signing an agreement in a form acceptable to us releasing us from any further claims with respect thereto and in the case that damages were avoidable with reasonable efforts of company. In the event that your report and claims of fraudulent use are inaccurate, deceptive or in any way fabricated, Company reserves the right to cancel User account immediately, and seek Damages.

9. Data Storage and Use

To use and benefit Memeplexes services, the system requires a one-time registration. We may collect third party Financial data on behalf of our partners such as Payment Gateways. We transmit this data directly to them without storing it to our servers. By agreeing to submit your data through our service you acknowledge the fact and agree to do so. Data are collected and stored according to the respective registration form found on the Memeplexes website. Data are used for communication, billing and as prescribed for taxing. We do do not use financial details, bank accounts or credit card details to provide our services and we do not store any such data in our servers. We will advise you of the organisation/service responsible for storing such information. Any information required on its use should be requested directly from these organisations except if it explicitly mentioned otherwise in your contract with us. End user transaction data are collected and stored for billing and supporting documentation.

Transmission of data to third parties is excluded without explicit agreement of retail customer.

For fulfilment and service purposes, you might receive customer data from Memeplexes. Availing these data for other than fulfilment and service purposes to 3rd parties is not allowed.

Memeplexes might use third party services for "data processing on behalf". In this case Memeplexes and said third party establish a corresponding agreement. The level of privacy between Memeplexes and customer will also be applied in any "on behalf of processing" relation.

10. Warranty Exclusions and Limitations of Liability

Memeplexes is dedicated to provide high quality service on a constant basis. Therefore state of the art technology is used and all procedures follow reasonably applicable quality standards. In spite of these precautions, errors might occur.

This does not warrant that the Service or Memeplexes Property will operate error-free or without downtime. Memeplexes may pause or interrupt the Service at any time, and users should expect periodic downtime for updates to the Service.

Memeplexes does not control the security of the Internet, or of other networks you use to access the website. Memeplexes is not responsible for the security of information that you choose to communicate with Memeplexes and the website while it is being transmitted. Additionally, Memeplexes is not responsible for any data lost during transmission.

MEMEPLEXES EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES THAT (i) THE SERVICES, AND MEMEPLEXES PROPERTY WILL MEET YOUR REQUIREMENTS, WILL ALWAYS BE AVAILABLE, ACCESSIBLE, UNINTERRUPTED, TIMELY, SECURE OR OPERATE WITHOUT ERROR, (ii) AS TO THE RESULTS THAT MAY BE OBTAINED FROM THE OPERATION, USE OR OTHER EXPLOITATION OF THE SERVICES OR MMEMEPLEXES PROPERTY, AND (iii) AS TO THE ACCURACY OR RELIABILITY OF ANY INFORMATION OBTAINED FROM THE SERVICES OR THE MEMEPLEXES PROPERTY.

WARRANTIES WHICH ARE INCAPABLE OF EXCLUSION, RESTRICTION OR MODIFICATION UNDER THE LAWS APPLICABLE TO THIS AGREEMENT REMAIN VALID.

Advice or information, whether oral or written, obtained from Memeplexes or through the Service will not create any warranty if not expressly stated herein.

UNDER NO CIRCUMSTANCES WILL YOU BE ENTITLED TO RECOVER FROM MEMEPLEXES ANY INCIDENTAL, CONSEQUENTIAL, INDIRECT, PUNITIVE OR SPECIAL DAMAGES (INCLUDING DAMAGES FOR LOSS OF BUSINESS, LOSS OF PROFITS OR LOSS OF USE), WHETHER BASED ON CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHERWISE ARISING FROM OR RELATING TO THE SERVICES, THE METHOD, MEMEPLEXES PROPERTY, ANY INCENTIVES OR ANY GOODS AND SERVICES PURCHASED OR RECEIVED, EVEN IF MEMEPLEXES HAS BEEN INFORMED OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES.

MEMEPLEXES EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, WITH RESPECT TO ALL SERVICE AND PRODUCTS OFFERED USING MEMEPLEXES ALL WARRANTIES RELATED TO MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NONINFRINGEMENT, AND ANY AND ALL WARRANTIES ARISING FROM COURSE OF DEALING AND USAGE OF TRADE. ALL LIABILITY AND WARANTY FOR PRODUCTS OFFERED AND SOLD USING MEMEPLEXES SERVICES REMAINS ENTIRELY WITH THE MERCHANT.

SOME OF THE ABOVE LIMITATIONS OR EXCLUSIONS MAY NOT APPLY TO YOU AS SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OR EXCLUSION OF WARRANTIES OR OF LIABILITY FOR CERTAIN TYPES OF DAMAGES. ALL OTHER PROVISIONS REMAIN VALID.

11. Privacy Policy

Memeplexes is concerned about user privacy and operates the Service under the PRIVACY POLICY published at http://www.memeplex.es/privacy_policy . We urge you to read this policy now and, because the policy is updated from time to time, later at your convenience.

12.Suspension; Modifications and Termination

Memeplexes reserves the right to suspend your password and/or access to the Service at any time if it believes you are in breach of this Agreement. Memeplexes reserves the right to terminate or modify this Agreement, terminate the Service or modify any features or aspects of the Service, or modify its policies at any time, with or without notice to you. If we make changes which affect your use of the Program or Services, we will post a notice of the change on the Memeplexes website. You are under an obligation to review the current version of this Agreement and other published Memeplexes policies before using the Service.

If you want to cancel or change your payment method at any time, you can do so by contacting us on info@sonicesonice.com indicating in the title that it “Refers to a Cancellation Order”. Cancelling the services of our partner organisations, that the service depends on, should be done separately and outstanding payments to or from you will be dealt according to their terms and conditions. Our responsibility during the cancellation of your service refers solely to the records hold be us.

All provisions that by their nature require survival in order to be effective, shall survive the termination or expiration of this Agreement.

13. Force Majeure

In no event shall Memeplexes be liable for any failure to comply with this Agreement to the extent that such failure arises from factors outside Memeplexes' reasonable control.

14. Miscellaneous Provisions

As used in this Agreement, "including" means "including but not limited to".

The term "partner" or “collaborating organisation” is used solely to denote another entity with whom Memeplexes has a contractual arrangement. In no event shall any Merchant be construed as a legal partner of Memeplexes or participating in a legal partnership with Memeplexes, or vice versa.

If any provision of this Agreement is found by a court of competent jurisdiction to be invalid or unenforceable, then this Agreement will remain in full force and effect and will be reformed to be valid and enforceable while reflecting the intent of the parties to the greatest extent permitted by law.

If any provision of this Agreement is held invalid by a court of competent jurisdiction, such invalidity shall not affect the enforceability of any other provisions contained in this Agreement, and the remaining portions of this Agreement shall continue in full force and effect.

Except as otherwise expressly provided, this Agreement sets forth the entire agreement between you and Memeplexes regarding its subject matter, and supersedes all prior promises, agreements or representations, whether written or oral, regarding such subject matter.

You shall not assign or transfer this Agreement or any right or obligation hereunder to any third party. This Agreement may be executed electronically, and your electronic assent or use of the Service shall constitute execution of this Agreement.

You agree that the electronic text of this Agreement constitutes a writing and your assent to the terms and conditions hereof constitutes a "signing" for all purposes.

You agree to act in a way that complies with the letter and spirit of this Agreement and you understand that failure to do so can result in your immediate deletion of your Memeplexes account.

15.Choice of Law

Any disputes arising out of or related to this Agreement and/or the Program shall be governed by the laws of the UK

Effective Date of these Terms of Service:March 20, 2014.

I agree with the present T&C.

I agree that my data can be stored and used by Memeplexes.