Terms

Amarcord Corporation Pty Ltd ACN 092 123 683 (“Company”, “We”, “us”, “our”) operates the Amarcord application (“App”, “Amarcord”) and related website (“Website”). This document and any document referred to within it, constitute the Terms of Service Agreement (“Terms”) and detail the terms and conditions under which the individual who accesses the Website or the App (“You”) is allowed to use the Website and/or the App and the services they provide or enable (“Services”). Please read the Terms carefully before using the Website or the App. By accessing or using the Website or App, You are indicating that You are of legal age, that You are legally capable of entering into binding contracts and that You have read, understand, and agree to be bound by the Terms. If You disagree with any part of the Terms, You do not have our permission to access or use the Services. The Company in its sole discretion and at any time can modify or replace the Terms. The then-applicable Terms will be posted on the Website and we will indicate the effective date of each update at the top of the Terms. The new Terms will be legally binding upon You when we post it whether or not we provide You any other notice of such changes. Your continued use of the Services after any update will be deemed to represent your agreement with, and consent to be bound by, the new Terms.

You acknowledge that from time to time the Website and the App require maintenance and therefore the Services may be unavailable. We do not guarantee that the Services will be available 24 hours a day, 7 days a week. The Company reserves the right at any time and at our sole discretion to modify or discontinue, temporarily or permanently, the Services or any part thereof (including the App), with or without notice. You agree that we shall not be liable to You or to any third party for any modification, suspension or discontinuance of any part of the Services. In connection with any modification of the Services, the Company may automatically download and install software updates from time to time with the intention of improving, enhancing, repairing and/or further developing the Services, and You agree to permit the Company to deliver these to You (and You to receive them) as part of your use of the Services.

Links to third-party websites or services
Our Services may contain links to third-party websites or services that are not under the control of the Company and for which the Company is not responsible. The Company provides links to third-party websites or services only as a convenience and does not review, approve, endorse or make any representations with respect to them or their services. We recommend that You review applicable terms and policies of any third-party websites, before proceeding with a transaction with any third party.

Privacy
We believe that your privacy is of the utmost importance and the personal information You upload when You use the App is private by default. For this reason, the Company has published a detailed Privacy Policy on the Website that describes how we handle your personal information. By using the Services, You acknowledge, accept and agree with the provisions of the Privacy Policy.

Description of the App
The Amarcord App is a tool that allows the individual who downloads the App (the “User”) to add to the App photos from the phone camera roll or photos taken with the camera of the phone, to organise the photos into chronological time or event sequences and to add comments to the photos, thus building a story of the User’s life. The App also allows the User, if she so desires, to invite other people to see her Amarcord. The best use of Amarcord is to organise photos, with added comments if desired, to record the most important moments of one’s life.

Licence by the Company to You
The Application, the Website and the information and content therein are the property of the Company and are protected by copyright laws, trademark laws and other intellectual property laws. Subject to your compliance with the Terms, the Company grants You a limited, personal, non-commercial, non-sublicensable, non-exclusive, revocable license to download and install the App on an Apple-branded product that runs Apple’s iOS operating system if the App has been downloaded from the Apple App Store, and use a copy of the App for your own personal purposes. The App is being licensed not sold and You hereby acknowledge that no title or ownership in the App is being transferred or assigned and this Terms is not to be construed as a sale of any rights in the App.

Registration
In order to use the App, You may be required to provide current, accurate, identification, contact and other information data as part of the registration process and/or continued use of the Services, and You will be responsible for maintaining the accuracy and completeness of such information. You are responsible for maintaining the confidentiality of your Account Information and You will be fully responsible for all activities that occur under your Account, including activities of others to whom You have provided your Account Information. You agree to immediately notify the Company of any unauthorised use of your account or any other breach of security. We will not be liable for any loss or damage arising from your failure to provide us with accurate information or to keep your account and your account information secure. You are solely responsible for obtaining the equipment and telecommunication services necessary to access the Services and for all associated fees.

Your responsibility for Content
The Application permits the uploading of information, including but not limited to images, text, location and other data which You submit ("User Content", “Content”). You shall be solely responsible for your own User Content and the consequences of posting or publishing the content. In connection with User Content, You agree that You will not use the Services for illegal purposes or for promotion of dangerous or illegal activities, upload material that is copyrighted or subject to third party rights, including privacy rights, publish falsehoods or misrepresentations that could damage the Company or any third party, upload material that is unlawful, obscene, defamatory, threatening, harassing, hateful, racially or ethnically offensive, upload material that contains sexually graphic material, or material that is otherwise deemed explicit by the Company, impersonate another person or entity, upload material containing software viruses or other malware, interfere with or disrupt the integrity or performance of the Services or the data contained therein, attempt to gain unauthorised access to the Services, breach any applicable local, national or international law. You retain all your ownership rights in your User Content. By submitting the User Content, You consent to the Company to sharing non-personally identifying information, as covered in the Privacy Policy, with third-parties to improve the functionality of the Services that the Company provides.

Your licence to the Company
In order for the Company to operate the Services, the Company needs to obtain from You a licence to the Content You submit. The licence allows the Company to process, maintain, store and handle your Content in order to provide You with the Services without infringing applicable copyrights, intellectual property and other laws. For this reason, by using the Services and posting Content, You grant to the Company a license to process, maintain, store and handle your Content and to modify for technical purposes and reproduce such Content to enable the Company to operate the Services. You also agree that the Company, in its sole discretion, has the right to not accept, post, store, display and handle any Content. You agree that these rights and licenses are royalty free, perpetual and worldwide, and include a right for the Company to make such Content available to, and pass these rights along to others with whom the Company has contractual relationships related to the provision of the Services, solely for the purpose of providing such Services, and to otherwise permit access to your Content to third parties if the Company determines such access is necessary to comply with its legal obligations.

Subscription fee
The Company currently offers free use of the App for a trial period that starts when You download the App. The current duration of the trial period is 12 (twelve) months. The Company may change the duration of the trial period, or stop offering a trial period altogether, at any time and without notice. After the trial period a fee is payable to continue to use the App. Prior to the end of the trial period, the Company will invite You to pay the subscription fee through the Apple App Store in accordance with the rate and billing terms then in effect. the Company offers only an annual subscription option which is payable upfront by a one-off payment with automatic annual renewals at the rate applicable when the subscription is renewed. The sale is final and the Company does not provide a refund. Your purchase will be subject to Apple’s applicable payment policy which also may not provide a refund. If You wish to terminate your subscription, You must cancel your subscription before it renews in order to avoid billing of the subscription fee. You can terminate your subscription by logging in to the account settings of the Apple App Store. If You terminate your subscription, your subscription will not be renewed after your current term expires. However, You will be able to use your subscription until the end of the subscription term. Refunds cannot be claimed for any partial subscription period.

Termination
You may discontinue your use of the Services at any time, for any or no reason and with or without notice by closing your Account for the Services You use. The Company may also terminate the Services, or your access to or use of the Services or your account, with or without notice. Reasons for the Company terminating your account or the Services include, without limitation: (a) breach or violation of the Terms, (b) your request or self-effecting account deletion, (c) an extended period of inactivity (determined in the Company sole discretion), (d) your non-payment of any fees or other sums due to the Company or any other party related to your use of the Services, (e) requests by law enforcement or other government agencies, (f) the discontinuance or material modification to the Services (or any part thereof), or (g) unexpected technical or security issues or problems. In the event of any termination, we will close your account and You will no longer be able to retrieve Content contained in that account or otherwise use the Services. Subscription fees shall be non-refundable.

What happens when the subscription terminates
Your Content is stored on Amazon Web Services (“AWS”). Prior to the termination of the subscription You will be able to download your Content and save it on your device. At the same time, your Content will be permanently removed from AWS. Your Content on your device will be exactly the same as of the moment your subscription is terminated. You will be able to continue using the App and add to your Content; however, certain functionalities, for example sharing, will no longer be available. You can decide to subscribe again at any time and there will be no loss of Content provided that the phone number associated with your account remains the same.

Disclaimer of warranties
The Services are provided to You on an “As Is” and “As Available” basis and with all faults and defects without warranty of any kind. To the maximum extent permitted under applicable law, the Company, on its own behalf and on behalf of its Affiliates and its and their respective licensors and service providers, expressly disclaims all warranties, whether express, implied, statutory or otherwise, with respect to the Services, including all implied warranties of merchantability, fitness for a particular purpose, title and non-infringement, and warranties that may arise out of course of dealing, course of performance, usage or trade practice. Without limitation to the foregoing, the Company provides no warranty or undertaking, and makes no representation of any kind that the Services will meet your requirements, achieve any intended results, be compatible or work with any other software, applications, systems or services, operate without interruption, meet any performance or reliability standards or be error free or that any errors or defects can or will be corrected. Without limiting the foregoing, neither the Company nor any of the Company's providers makes any representation or warranty of any kind, express or implied: (i) as to the operation or availability of the Services, or the information, content, and materials or products included thereon; (ii) that the Services will be uninterrupted or error-free; (iii) as to the accuracy, reliability, or currency of any information or content provided through the Services; or (iv) that the Services, its servers, the content, or e-mails sent from or on behalf of the Company are free of viruses, malware or other harmful components. Some jurisdictions do not allow the exclusion of certain types of warranties or limitations on applicable statutory rights of a consumer; therefore, some or all of the above exclusions and limitations may not apply to You.

Nothing in these Terms limits or excludes any guarantees, warranties, representations or conditions implied or imposed by law, including the Australian Consumer Law (or any liability under them) which may not be limited or excluded by law. To the extent permitted by law, all other terms, guarantees, warranties, representations or conditions which are not expressly stated in the Terms are excluded.

To the extent permitted by law, we, our directors, officers, affiliates, employees, partners and representatives, and third parties connected to us, hereby expressly exclude any conditions, warranties and terms which might be implied by statute, common law or the law of equity; any liability to You or any third person however arising (and whether arising under statute, in tort (for negligence or otherwise), breach of contract or otherwise, even if foreseeable) for any loss of or damage to any property belonging to You or any third person, or personal injury or death to You or any third person; special, indirect or consequential loss or damage; or loss of income, revenue or profits, loss or interruption of business, loss of contracts, loss of anticipated savings, loss or corruption of data, loss of use, loss or privacy, loss of goodwill, wasted management or office time, loss of opportunity or expectation loss, loss of production and for any other loss or damage of any kind, in any way connected with the Site, the Services, or in connection with the use, inability to use, or results of the use of the Site, any social medial pages and websites linked to it and any IP Content, user generated content and this party content posted on, or via, the Site (or on, or via, our social media pages or any websites linked to the profiles of third party providers). Our total liability arising out of or in connection with the Services or these Terms, however arising, including under contract, tort (including negligence), in equity, under statute or otherwise, will not exceed the resupply of the Services to You.

Limitation of liability
To the maximum extent permitted by applicable law, in no event shall the Company or its suppliers be liable for any special, incidental, indirect, or consequential damages whatsoever (including, but not limited to, damages for loss of profits, loss of data or other information, for business interruption, for personal injury, loss of privacy arising out of or in any way related to the use of or inability to use the Services, third-party software and/or third-party hardware used with the Services, or otherwise in connection with any provision of this Terms), even if the Company or any supplier has been advised of the possibility of such damages and even if the remedy fails of its essential purpose. Some jurisdictions do not allow the exclusion of implied warranties or the exclusion or limitation of liability for incidental or consequential damages, which means that some of the above limitations may not apply to You. In these jurisdictions, each party's liability will be limited to the greatest extent permitted by law.

Force majeure
The Company shall not be responsible for any delay, suspension or failure to provide the Services arising out of acts, events, omissions, accidents or circumstances outside its reasonable control, including but not limited to, acts of God, war, strikes, failure or breakdown of plant, machinery, software, hardware or communication network; acts of God and natural disasters; war, riots, computer hacking, internet interruptions, viruses or malicious damage; compliance with any law or governmental order, rule, regulation or direction; fires, floods, storms; default of hosting or data centre providers or other suppliers or subcontractors; acts or omissions of a third party; shortage of suppliers, equipment and materials.

Dispute resolution
Except where urgent interlocutory relief is sought, a dispute related to the Terms will be dealt as follows. The party to the Terms claiming a dispute (“​Dispute”​) must give written notice in English to the other party detailing the nature of the dispute, the desired outcome and the action required to settle the Dispute. Upon receipt of the notice by the other party, the parties to the Terms (​Parties​) must endeavour to resolve the Dispute by negotiation within fourteen days. If, after fourteen days, the Dispute has not yet been resolved, the Parties must request the Chief Executive Officer of the Australian Mediation Association or his/her nominee to appoint an appropriate mediator. The Parties are equally liable for the fees and reasonable expenses of the mediator and the cost associated with the mediation and undertake to pay any amounts requested by the mediator as a pre-condition to the mediation commencing. The Parties must each pay their own costs associated with the mediation. The mediation will be held in Melbourne, Australia. All communications concerning negotiations made by the Parties arising out of and in connection with a dispute resolution are confidential and to the extent possible, must be treated as "without prejudice" negotiations for the purpose of applicable laws of evidence. If the Dispute has not been resolved after two weeks from the start of a mediation, either Party may ask the mediator to terminate the mediation and the mediator must do so.

Governing law
These Terms shall be governed and construed in accordance with the laws of Victoria, Australia.