Publisher Terms & Conditions

Effective date: August 24, 2017

If you choose to provide Palaces to other users for sale or subscription through the Services, i.e. are a Publisher as defined in the Terms of Use (“Terms of Use”) of Memory Palace Inc. (“Memory Palace”), these Publisher Terms & Conditions (“Publisher Terms”) apply to you.

This is a binding agreement between you and Memory Palace and is incorporated by reference into THE Terms of Use.

1. Parties

As a Publisher you are contracting directly with Memory Palace, a United States corporation. Although we may utilize Stripe, other third parties, or Memory Palace subsidiaries to facilitate your payments, your contract is between you and Memory Palace.

2. Definitions

1. "Publisher Price" means the Palace price set by a Publisher within the price ranges allowed by Memory Palace in a Publisher account. All prices are in United States dollars (“USD”).

2. "Publisher Currency" means the currency of the Publisher’s bank account as registered with Stripe.

3. "Exchange Rate" means the rate used by Stripe for conversion from USD to the Publisher Currency, when such currency is not USD. The Exchange Rate is set by Stripe or other third parties, varies periodically, and does not include any fee or mark-up by Memory Palace. It may not be identical to the market rate in effect at the specific time a foreign currency conversion is processed and may include markups from financial institutions.

4. "Gross" means the amount actually received by Memory Palace for purchases by users for your Palace.

5. "Net" means Gross, less Taxes (pursuant to Section 11) and Stripe fees.

6. "Publisher Revenue" means Net, less any refunds paid (as provided in Section 10 of the Terms of Use) and any amounts paid in connection with Memory Palace’s Marketing Programs if you choose to use them (as described below).

All other capitalized terms used and not otherwise defined herein shall have the meaning ascribed to them in Memory Palace’s Terms of Use .

3. Payments

Memory Palace will pay you fifty percent (50%) of the Net received for your Palace less any applicable deductions such as user refunds and any amounts paid in connection with Memory Palace’s Marketing Programs if you choose to use them (“Standard Revenue Share”). If Memory Palace changes the Standard Revenue Share, we will provide you thirty (30) days notice via email or prominent notice on the Services.

So that we can pay you in a timely manner, you must have a Stripe account in good standing. Please note that while Stripe is able to accept payments from users anywhere in the world, Stripe itself is not available in all countries. Accordingly, you may not be able to register an account to receive a payout with Stripe. To see a list of all currently available Stripe countries, please visit: Stripe Global. The aforementioned notwithstanding, Stripe offers Atlas to easily incorporate a U.S. company, set up a U.S. bank account, and start accepting payments with Stripe.

You are responsible for providing Stripe with all identifying bank and tax information necessary for the payment of amounts due. Additionally, as a Publisher, you are responsible for determining whether you are eligible to be paid by a US company.

4. Pricing

As a Publisher, you will be responsible for determining the Publisher Price you charge users for your Palace(s) from the range of prices allowed in your Publisher account. All pricing and sales will be in USD.

Memory Palace will handle billing and other fee interaction with users through Stripe.

As part of your participation on Memory Palace, you give us permission to share your published Palace(s), and information about you and your published Palace(s) with Memory Palace employees and selected partners (such as Stripe), for which you will not receive compensation.

Memory Palace may offer programs to help you market your Palaces (“Marketing Programs”). Currently available Marketing Programs and their terms are viewable at Marketing Programs and may be updated from time to time. If you choose to participate, the Publisher Revenue you receive from Memory Palace will be in accordance with the terms of the particular Marketing Program that applies to the sale of your Palace.

5. Refunds

As a Publisher, you acknowledge and agree that users have the right to receive a refund, as set forth in Section 10 of Memory Palace’s Terms of Use. Neither Publishers nor Memory Palace shall receive any payments, fees, or commissions for any transactions for which a refund has been granted. In the event that a user requests a refund for a Palace after Memory Palace has sent a Publisher payment for that Palace, Memory Palace reserves the right to either (1) deduct the amount of such refund from the next payment to be sent to that Publisher, or (2) require that Publisher to refund Memory Palace to cover any amounts refunded to users.

6. Obligations

In addition to all of your obligations under the Terms of Use and other applicable policies such as our Privacy Policy and Community Guidelines, as a Publisher, you understand, represent, warrant, and agree that:

1. You will complete the Publisher account enrollment process in your account page on www.memorypalace.com, including registering with Stripe in order to receive payments;

2. You will submit and maintain accurate account information;

3. When submitting a Palace to be provided to other users, you will accurately complete the Palace Submission form, including providing a fair and accurate description of your Palace;

4. You will be responsible for all Submitted Content, including without limitation, all of your submitted Palaces. You further agree that you own or have the necessary licenses, rights, consents, and permissions, and the authority to authorize Memory Palace, to reproduce, distribute, publicly perform, publicly display, communicate to the public, promote, market, and otherwise use and exploit any of your Submitted Content on and through the Services in the manner contemplated by these Publisher Terms;

5. You will not engage in any activity that will require Memory Palace to obtain any licenses from or pay any royalties to any third party;

6. No Submitted Content, including without limitation, all of your submitted Palaces, shall infringe or misappropriate any intellectual property right of a third party;

7. You do not and will not have a direct contractual relationship with users of the Service. The only information you will receive about users is what is provided through the Services (“Provided User Data”) and you will indemnify Memory Palace for any issues arising out of your use of Provided User Data;

8. You agree to the publication of feedback and ratings about your products, even though the feedback may be critical, insulting, or defamatory and you waive all rights against Memory Palace in respect of any liability in connection with the publication of comments about you or your Palaces. Should a user post inappropriate, untrue, or dishonest comments about you or your Palaces, you should inform Memory Palace at and Memory Palace will investigate your claim. It will be at the discretion of Memory Palace as to whether the feedback should be removed. Please note that Memory Palace will not monitor feedback posted on the Memory Palace website;

9. You will not misuse the ratings and feedback forum by, for example, including inappropriate comments about other Publishers or users;

10. You will not interfere with or otherwise prevent other Publishers from providing their Palaces;

11. You will not use the Services for any business other than for providing Palaces to users;

12. Your use of the Services is subject to Memory Palace's approval, which we may grant or deny at any time at our sole discretion.

7. License to Memory Palace

You hereby grant Memory Palace a non-exclusive right and license to reproduce, distribute, publicly perform, offer, market, recast, transform, adapt, elaborate, annotate, and otherwise use, modify, and/or exploit the Submitted Content through the Services, and sublicense it to users for these purposes directly or through third parties. For more information on how we may use Submitted Content please visit our Privacy Policy.

Notwithstanding the foregoing, and subject to the Publisher Terms, if you are a Publisher, unless specifically stated otherwise, you have the right to remove all or any portion of your Submitted Content from the Services at any time. Removal of your Submitted Content will terminate the foregoing license and rights sixty (60) days after such removal as to new users, provided, however, that any rights given to users prior to that time will continue in accordance with the terms granted to such users.

You hereby agree that we may record all or any part of any Palaces for quality control and delivering, marketing, promoting, demonstrating, or operating the Services. You hereby grant Memory Palace permission to use your profile information that you provide for your user profile (such as your photo, name, website link, social media profile, or other information you choose to enter) in connection with offering, delivering, marketing, promoting, demonstrating, and selling the Services, Palaces, Company Content, and Submitted Content and waive any and all rights of privacy, publicity, or any other rights of a similar nature in connection therewith, to the extent permissible under applicable law.

8. Restricted Topics

Memory Palace doesn’t allow Palaces on certain restricted topics because Palaces on these topics could be harmful or offensive to our users, or inconsistent with our values and the spirit of Memory Palace. Palace content can’t be or contain any of the following:

• Nudity or sexually explicit content

• Making, handling, or using weapons

• Violence (except Martial Arts content)

• Hate speech

• Enabling illegal behavior

• Intentionally misleading, deceiving, demeaning, or harmful to any party

• Offensive or otherwise inappropriate

9. Restricted Persons

You hereby warrant that you are not a Restricted Person ("Restricted Person").

For purposes of the Publisher Terms, you are a Restricted Person if you or any officer, director, or controlling shareholder of the entity on behalf of which you are using the Services is: (1) a national of or an entity existing under the laws of Cuba, Iran, Sudan, Syria, or any other country with which U.S. persons are prohibited from engaging in transactions, as may be determined from time to time by the U.S. Treasury Department; (2) designated as a Specially Designated National or institution of primary money laundering concern by the U.S. Treasury Department; (3) listed on the Denied Persons List or Entity List by the U.S. Commerce Department; (4) engaged in nuclear, missile, chemical, or biological weapons activities to which U.S. persons may not contribute without a U.S. Government license; or (5) owned, controlled, or acting on behalf of a Restricted Person. If you become a Restricted Person during the term of these Publisher Terms, you shall notify Memory Palace within twenty-four (24) hours, and Memory Palace shall have the right to terminate any further obligations to you, effective immediately and with no further liability to you, but without prejudice to your outstanding obligations to Memory Palace. You agree that you shall not utilize the Services to conduct or facilitate any transaction with any Restricted Person, except as may be expressly authorized in advance in writing by the U.S. Government. You may not remove or export from the United States or allow the export or re-export of the Services, or any direct product thereof, including technical data, in violation of any restrictions, laws, or regulations of the United States or any other applicable country.

10. Related Materials

You agree to charge only for your own Submitted Content. Without Memory Palace’s prior written consent, you may not charge separately for any related materials such as, without limitation, downloadable PDFs or other content and services (“Related Materials”) and you may not divert users to another website or sales process either through links, advertisements, marketing messages or other “calls to action”. Notwithstanding the foregoing, you may be able to obtain Memory Palace’s prior written consent for Related Materials. If you are interested in offering Related Materials, please contact us at .

11. Taxes

You understand and agree that you are responsible for any taxes on your income. We reserve the right to withhold payment if we solicit and do not receive proper tax documentation from you. With regard to sales tax on the sale of your Palaces, the following applies:

European Union. In the event that the sale or delivery of a Palace or any Submitted Content to any user in the European Union is subject to any value added tax ("VAT"), Memory Palace will collect and remit the VAT to the competent tax authorities for sales of such Palaces or Submitted Content to users in the European Union. Memory Palace may at its own discretion increase the Sale Price where Memory Palace is of the view that VAT may be due and Memory Palace will have a liability to account for such. You will indemnify and hold Memory Palace harmless against any and all claims by any tax authority for any underpayment of VAT, and any penalties and/or interest thereon on your Publisher Revenue or otherwise.

All Other Countries. For sales of any Palaces or Submitted Content in countries other than the European Union, you are responsible for following the requirements of the appropriate taxing authority related to sales tax on your Palaces (which may be different to the tax authority in your own location).

Memory Palace is unable to provide you with tax advice and you should consult Your own tax advisor.

12. Deleting or Downgrading Your Account

You may delete your Publisher Account or downgrade it to a normal user account at any time. However, if user(s) have purchased your Palace(s), even after your account has been deleted, your name and such Palace(s) will remain accessible to those users. If you need assistance deleting or downgrading your account, please contact us at and we will help you.

13. Modifications to These Publisher Terms

Memory Palace reserves the right to modify and/or make changes to these Publisher Terms at any time. If we make any material change we will notify you using prominent means such as by email notice sent to the email address specified in your account or by posting a notice through our Services. Unless stated otherwise, changes are effective immediately. If you continue to use the Services, after any change, then such access and/or use will be deemed an acceptance of and an agreement to follow and be bound by the Publisher Terms as changed. Revised Publisher Terms supersede all previous Publisher Terms.

14. Language

These Publisher Terms were written in English (US). To the extent any translated version of these Publisher Terms conflicts with the English version, the English version controls.