Terms of Service

By accessing or using the Mempass platform, website, and services (collectively, the “Services”), you agree to be bound by these Terms of Service (“Terms”). If you do not agree to these Terms, you may not access or use our Services.

These Terms constitute a legally binding agreement between you and Mempass Ltd (“Mempass,” “we,” “us,” or “our”), registered at 31 Endura House, New Road, Rainham RM13 8TW, United Kingdom (company registration in progress). We may modify these Terms at any time, and such modifications will be effective upon posting. Your continued use of the Services after any modification constitutes your acceptance of the updated Terms.

You must be at least 16 years of age to use our Services. By using the Services, you represent and warrant that you meet this age requirement and have the legal capacity to enter into these Terms. If you are using the Services on behalf of an organization, you represent that you have authority to bind that organization to these Terms.

To access certain features of our Services, you must create an account. When registering, you agree to:

• Provide accurate, current, and complete information
• Maintain and update your information to keep it accurate
• Keep your login credentials secure and confidential
• Notify us immediately of any unauthorized access to your account
• Accept responsibility for all activities that occur under your account

We reserve the right to suspend or terminate accounts that violate these Terms or that we reasonably believe are being used for unauthorized purposes.

Permitted Use

You may use the Services for lawful purposes in accordance with these Terms. This includes:

• Creating and managing membership programs
• Managing digital passes and credentials
• Processing member check-ins and analytics
• Integrating with Apple Wallet and Google Wallet

Prohibited Use

You agree not to:

• Use the Services for any illegal or unauthorized purpose
• Attempt to gain unauthorized access to our systems or other users' accounts
• Interfere with or disrupt the integrity or performance of the Services
• Upload or transmit viruses, malware, or other harmful code
• Scrape, crawl, or use automated means to access the Services without permission
• Impersonate any person or entity, or misrepresent your affiliation
• Use the Services to send spam or unsolicited communications

Mempass offers free and paid subscription plans. By subscribing to a paid plan, you agree to pay the applicable fees as described on our pricing page. All fees are in British Pounds (GBP) unless otherwise stated and are exclusive of applicable taxes.

• Billing: Paid plans are billed in advance on a monthly or annual basis
• Payment processor: Payments are processed by Stripe. By subscribing, you also agree to Stripe's terms of service
• Auto-renewal: Subscriptions automatically renew unless cancelled before the renewal date
• Price changes: We may change pricing with 30 days' notice to active subscribers
• Refunds: Refund requests are evaluated on a case-by-case basis
• Cancellation: You may cancel your subscription at any time through your account settings

The Services, including all content, features, and functionality (including but not limited to software, text, graphics, logos, and design), are owned by Mempass and are protected by intellectual property laws. You may not copy, modify, distribute, sell, or lease any part of our Services without our written consent.

You retain ownership of any content you upload to the Services. By uploading content, you grant Mempass a non-exclusive, worldwide, royalty-free license to use, store, and display that content as necessary to provide the Services.

Your use of the Services is also governed by our Privacy Policy, which describes how we collect, use, and protect your information. By using the Services, you consent to the data practices described in our Privacy Policy.

Business customers (controller / processor relationship): If you use Mempass to run a membership or loyalty programme, you are the data controller for the personal data of your members (names, emails, membership status, check-in history) and Mempass acts as a data processor on your behalf under Article 28 of the UK GDPR. You are responsible for having an appropriate lawful basis to collect member data and for providing your own privacy notice to your members. We will process that data only in accordance with your documented instructions and these Terms, will keep it confidential, and will assist you with data subject requests where reasonably required.

Our Services integrate with or contain links to third-party services, including Apple Wallet, Google Wallet, Stripe (payments), Clerk (authentication), and others listed in our Privacy Policy. We are not responsible for the content, privacy policies, or practices of any third-party services. Your use of third-party services is at your own risk and subject to those services' terms and conditions.

THE SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE” WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. TO THE FULLEST EXTENT PERMITTED BY LAW, MEMPASS DISCLAIMS ALL WARRANTIES, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.

We do not warrant that the Services will be uninterrupted, error-free, secure, or free of viruses or other harmful components.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, MEMPASS SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR ANY LOSS OF PROFITS OR REVENUES, WHETHER INCURRED DIRECTLY OR INDIRECTLY, OR ANY LOSS OF DATA, USE, GOODWILL, OR OTHER INTANGIBLE LOSSES RESULTING FROM:

• Your use or inability to use the Services
• Any unauthorized access to or use of our servers and/or any personal information stored therein
• Any interruption or cessation of transmission to or from the Services
• Any bugs, viruses, or similar issues transmitted through the Services

In no event shall our aggregate liability exceed the amount you have paid us in the twelve (12) months preceding the claim.

You agree to indemnify, defend, and hold harmless Mempass, its officers, directors, employees, and agents from and against any claims, liabilities, damages, losses, and expenses (including reasonable legal fees) arising out of or in any way connected with your access to or use of the Services or your violation of these Terms.

We may terminate or suspend your access to the Services immediately, without prior notice, if you breach these Terms or for any other reason at our sole discretion. Upon termination, your right to use the Services will immediately cease. All provisions of these Terms that should reasonably survive termination shall survive.

These Terms shall be governed by and construed in accordance with the laws of England and Wales. Any legal action or proceeding arising under these Terms shall be brought exclusively in the courts of England and Wales.

If you have any questions about these Terms of Service, please contact us:

• Email: aishebby@crowdcue.app
• Address: 31 Endura House, New Road, Rainham RM13 8TW, United Kingdom