Terms of Service for vMeme 1.0

Effective Date: October 27, 2025

Welcome to vMeme 1.0 ("vMeme," "we," "us," or "our"), a video memes database platform that allows users ("Users") and content creators ("Creators") to upload, share, discover, and interact with video memes. By accessing or using vMeme (including any content, functionality, and services available on or through www.vmeme.com or any related websites, mobile applications, or services (collectively, the "Service")), you agree to be bound by these Terms of Service ("Terms"). If you do not agree with these Terms, you must not access or use the Service.

These Terms form a binding legal agreement between you and Santo Electronics, a Florida corporation with its principal place of business in Charlotte County, Florida, USA ("Santo Electronics"). Please read these Terms carefully. We may update these Terms from time to time, and your continued use of the Service after any changes constitutes your acceptance of the revised Terms. We will notify you of material changes by posting the updated Terms on the Service or via email or in-app notification.

1. Eligibility and Accounts

1.1 Eligibility

You must be at least 18 years old (or the age of majority in your jurisdiction) to use the Service. By using the Service, you represent and warrant that you meet this eligibility requirement and that you are not barred from using the Service under applicable law.

1.2 Account Registration

To access certain features of the Service, including uploading content as a Creator or interacting as a User, you may need to create an account ("Account"). You agree to provide accurate, current, and complete information during registration and to update such information as necessary. You are solely responsible for maintaining the confidentiality of your Account credentials and for all activities that occur under your Account. Notify us immediately at sales@santoelectronics.com of any unauthorized use of your Account.

We reserve the right to suspend or terminate your Account at any time, for any reason, including if you violate these Terms.

2. User and Creator Conduct

2.1 Permitted Use

Users and Creators may upload, view, share, and interact with video memes ("Content") on the Service, subject to these Terms. All use of the Service must comply with applicable laws, including U.S. federal, state, and local laws, and the laws of Florida.

2.2 Prohibited Conduct

You agree not to:

- Upload, post, or transmit any Content that is illegal, harmful, abusive, harassing, defamatory, obscene, or otherwise objectionable.

- Violate intellectual property rights, privacy rights, or publicity rights of others.

- Use the Service for commercial purposes without our prior written consent (except as a Creator promoting your own Content in accordance with these Terms).

- Interfere with the Service, including by introducing viruses, malware, or excessive automated queries.

- Impersonate any person or entity, or misrepresent your affiliation with any entity.

- Engage in spamming, phishing, or other fraudulent activities.

We reserve the right to investigate and take appropriate legal action against anyone who violates this Section, including reporting to law enforcement authorities.

3. Content Ownership and Licensing

3.1 Ownership

As between you and Santo Electronics, you retain all ownership rights in the Content you upload as a Creator ("Your Content"). Users own the Content they interact with or generate through the Service, but such interactions do not confer ownership of underlying Content.

By uploading Your Content, you grant Santo Electronics a worldwide, non-exclusive, royalty-free, sublicensable, and transferable license to use, reproduce, distribute, modify, display, perform, and create derivative works of Your Content solely to operate, promote, and improve the Service (e.g., hosting, streaming, recommending, and analyzing Content). This license survives your deletion of Your Content or termination of your Account to the extent necessary for legal, archival, or compliance purposes.

3.2 Representations and Warranties

You represent and warrant that:

- You own or have all necessary rights to upload and grant the licenses in Your Content.

- Your Content does not infringe any third-party rights.

- Your Content complies with these Terms and applicable laws.

3.3 Content Moderation and Removal

Santo Electronics reserves the absolute right, in its sole discretion, to remove, edit, or disable access to any Content (including Your Content) at any time, for any reason, without notice or liability. This includes, but is not limited to, Content that violates these Terms, user reports, automated detection, or to protect the integrity of the Service. We are not obligated to monitor or moderate Content, but we may do so at our discretion.

You acknowledge that Santo Electronics acts as a conduit for Content and is not responsible for the accuracy, legality, or quality of Content uploaded by others.

4. Intellectual Property

The Service, including its design, text, graphics, logos, and software (excluding Your Content), is owned by Santo Electronics or its licensors and protected by U.S. and international copyright, trademark, and other intellectual property laws. You are granted a limited, non-exclusive, revocable license to access and use the Service for personal, non-commercial purposes, subject to these Terms. No other rights are granted.

If you believe your intellectual property rights have been infringed on the Service, please contact us at sales@santoelectronics.com with details (e.g., DMCA notice). We will respond in accordance with applicable law.

5. Disclaimer of Warranties and Limitation of Liability

5.1 Disclaimer of Warranties

THE SERVICE, INCLUDING ALL CONTENT AND MATERIALS, IS PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS, WITHOUT ANY WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED. SANTO ELECTRONICS DISCLAIMS ALL WARRANTIES, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, AND QUIET ENJOYMENT.

WE DO NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED, ERROR-FREE, SECURE, OR FREE FROM VIRUSES OR HARMFUL CODE. WE DO NOT GUARANTEE THE ACCURACY, COMPLETENESS, OR TIMELINESS OF ANY CONTENT, INCLUDING USER-GENERATED CONTENT. YOUR USE OF THE SERVICE IS AT YOUR OWN RISK.

5.2 Limitation of Liability

TO THE FULLEST EXTENT PERMITTED BY LAW, SANTO ELECTRONICS, ITS AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, SUPPLIERS, AND LICENSORS SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, INCLUDING LOSS OF PROFITS, DATA, USE, GOODWILL, OR OTHER INTANGIBLE LOSSES, ARISING FROM OR RELATING TO YOUR USE OF (OR INABILITY TO USE) THE SERVICE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

IN NO EVENT SHALL SANTO ELECTRONICS' TOTAL LIABILITY TO YOU EXCEED ONE HUNDRED U.S. DOLLARS ($100.00). THIS LIMITATION APPLIES REGARDLESS OF THE LEGAL THEORY, INCLUDING CONTRACT, TORT, STRICT LIABILITY, OR OTHERWISE.

SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES, SO THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU. NOTHING IN THESE TERMS LIMITS LIABILITY FOR GROSS NEGLIGENCE, WILLFUL MISCONDUCT, OR FRAUD.

6. Indemnification

You agree to indemnify, defend, and hold harmless Santo Electronics, its affiliates, officers, directors, employees, agents, suppliers, and licensors from and against any claims, liabilities, damages, losses, and expenses (including reasonable attorneys' fees) arising out of or relating to: (a) your use of the Service; (b) Your Content; (c) your violation of these Terms; or (d) your violation of any third-party rights.

7. Termination

You may stop using the Service at any time. We may suspend or terminate your access to the Service or your Account at any time, for any reason, with or without notice. Upon termination, these Terms will cease, except for Sections that by their nature should survive (e.g., ownership, licensing, disclaimers, limitation of liability, indemnification, and governing law).

8. Governing Law and Dispute Resolution

8.1 Governing Law

These Terms and any dispute arising from or relating to them shall be governed by the laws of the State of Florida, USA, without regard to its conflict of laws principles. The United Nations Convention on Contracts for the International Sale of Goods does not apply.

8.2 Dispute Resolution

Any disputes shall be resolved exclusively in the state or federal courts located in Charlotte County, Florida, USA. You irrevocably consent to the personal jurisdiction and venue of such courts.

9. Miscellaneous

9.1 Entire Agreement

These Terms constitute the entire agreement between you and Santo Electronics regarding the Service and supersede all prior agreements.

9.2 Severability

If any provision of these Terms is held invalid or unenforceable, the remaining provisions remain in full force.

9.3 Waiver

No waiver of any term is a waiver of any other term.

9.4 Assignment

We may assign these Terms without your consent. You may not assign without our written consent.

9.5 Force Majeure

We are not liable for delays or failures due to events beyond our reasonable control.

9.6 Contact Us

For questions about these Terms, contact us at sales@santoelectronics.com.