Last Modified: July 9, 2021
1. Acceptance of these Website Terms
1.3. The Website is offered and available to users who are 13 years of age or older. By using the Website, you represent and warrant that you are 13 years of age or older. If you are not 13 years of age or older, you must not access or use the Website.
1.4 Please note that we offer several different services. Your use of our products or Services may be as a result of your affiliation (e.g., as an employee or a patient) with one of our care provider customers, which are provided by us pursuant to a separate agreement (e.g., the MemoryWell Master Software & Services Agreement) (the “Customer Agreement”). The additional terms in the Customer Agreement become part of your agreement with us, if you use the Services or log into the Website in connection with your affiliation with one of our care provider customers. In the event of a conflict between these Terms of Service and the applicable Customer Agreement, the Customer Agreement shall control.
1.5 Supplemental terms and conditions or documents that may be posted on the Website from time to time are hereby expressly incorporated herein by reference.
2. Changes to these Website Terms
2.1. We may revise and update these Website Terms from time to time in our sole discretion. All changes will be posted on the Website and by changing the date of last revision on these Website Terms. All changes are effective immediately when we post them, and apply to all access to and use of the Website thereafter.
2.2. Your continued use of the Website following the posting of revised Website Terms means that you accept and agree to the changes. You are expected to check this page from time to time so you are aware of any changes, as they are binding on you.
3. Accessing the Website
3.1. We reserve the right to withdraw or amend the Website, and the Service or content we provide on the Website, in our sole discretion without notice. You waive and release us from liability if for any reason all or any part of the Website is unavailable at any time or for any period. From time to time, we may restrict access to some parts of the Website, or the entire Website, to users.
3.2. You are responsible for:
a. Making all arrangements necessary for you to access to the Website.
b. Ensuring that all persons who access the Website through your internet connection are aware of these Website Terms and comply with them.
4. Intellectual Property Rights
4.1. The Website, the Services and their respective ideas, creative works, distinctive marks, contents, features and functionality (including but not limited to all information, software, text, displays, images, video and audio, and the design, selection and arrangement thereof), are owned by the Company, its licensors or other providers of such assets and are protected by United States and international copyright, trademark, patent, trade secret and other intellectual property or proprietary rights laws. You agree that you will not do anything inconsistent with such ownership.
4.2. These Website Terms grant you a limited license to use the Website for your personal, non-commercial use only. You must not reproduce, duplicate, copy, sell, resell, distribute, modify, create derivative works of, publicly display, publicly perform, republish, download, store or transmit any of the content on our Website, except as follows:
a. Your computer may temporarily store copies of such content in device memory incidental to your accessing and viewing that content.
b. You may store files that are automatically cached by your web browser for display enhancement purposes.
c. You may print or download one copy of a reasonable number of pages of the Website for your own personal, non-commercial use only as relevant to the Service provided by the Company and not for further reproduction, publication or distribution.
4.3. You must not:
a. Disassemble, reverse engineer or decompile the Website or any part thereof, or permit any other person to do so.
b. Frame or use framing techniques to enclose any trademark, logo, or other proprietary information (including images, text, page layout or form) of the Company.
c. Use any meta tags or any other “hidden text” using the Company’s name or trademarks.
d. Delete or alter any copyright, trademark or other proprietary rights notices from, or otherwise modify, copies of content from this site.
4.4. You must not access or use for any commercial purposes any part of the Website or the Service or content available through the Website, except that institutions providing care to individual users may, to the extent that Company has granted access to each such institution, access or use stories resulting from their use of the Service for each such institution’s internal commercial purposes.
4.5. You will require our express written consent if you wish to make any use of content on the Website other than that set out in these Website Terms. To request our consent, please address your request to email@example.com.
4.6. If you print, copy, modify, download or otherwise use or provide any other person with access to any part of the Website in breach of these Website Terms, your license to use the Website will terminate immediately and you must, at our option, return or destroy any copies of the content you have made. No right, title or interest in or to the Website or any content on the Website is transferred to you, and all rights not expressly granted are reserved by the Company. Any use of the Website not expressly permitted by these Website Terms is a breach of these Website Terms and may violate copyright, trademark and other laws.
4.7. Copyright Infringement. If you believe any content accessible on or from the Website infringes your copyright, you may request removal of that content (or access to them) from the Website by submitting written notification to our copyright agent designated below.
a. In accordance with the Online Copyright Infringement Liability Limitation Act of the Digital Millennium Copyright Act (17 U.S.C. § 512) (“DMCA,”) the written notice (the “DMCA Notice”) must include substantially the following:
(1) Your physical or electronic signature.
(2) Identification of the copyrighted work you believe to have been infringed or, if the claim involves multiple works on the Website, a representative list of such works.
(3) Identification of the content you believe to be infringing in a sufficiently precise manner to allow us to locate that content.
(4) Adequate information by which we can contact you (including your name, postal address, telephone number, and, if available, email address).
(5) A statement that you have a good faith belief that use of the copyrighted content is not authorized by the copyright owner, its agent, or the law.
(6) A statement that the information in the written notice is accurate.
(7) A statement, under penalty of perjury, that you are authorized to act on behalf of the copyright owner.
b. Our designated copyright agent to receive DMCA Notices is:
1440 G St NW, Suite 9150 Washington, DC 20005
c. If you fail to comply with all of the requirements of Section 512(c)(3) of the DMCA, your DMCA Notice may not be effective.
d. Please be aware that if you knowingly materially misrepresent that content or activity on the Website is infringing your copyright, you may be held liable for damages (including costs and attorneys' fees) under Section 512(f) of the DMCA.
5. Prohibited Uses
5.1. You may use the Website only for lawful purposes and in accordance with these Website Terms. You agree not to use the Website:
a. In any way that violates any applicable federal, state, local, national or international law or regulation (including, without limitation, any laws regarding the export of data or software to and from the US or other countries).
b. For the purpose of exploiting, harming or attempting to exploit or harm minors in any way by exposing them to inappropriate content, asking for personally identifiable information or otherwise.
c. To transmit, or procure the sending of, any advertising or promotional content, including any “junk mail,” “chain letter” or “spam” or any other similar solicitation.
d. To impersonate or attempt to impersonate the Company, a Company employee, another user or any other person or entity (including, without limitation, by using email addresses associated with any of the foregoing).
e. To engage in any other conduct that restricts or inhibits anyone's use or enjoyment of the Website, or which, as determined by us, may harm the Company or users of the Website or expose them to liability.
5.2. Additionally, you agree not to:
a. Use the Website in any manner that could disable, overburden, damage, or impair the site or interfere with any other party's use of the Website, including their ability to engage in real time activities through the Website.
b. Use any robot, spider or other automatic device, process or means to access the Website for any purpose, including monitoring or copying any of the content on the Website.
c. Use any manual process to monitor or copy any of the content on the Website or for any other unauthorized purpose without our prior written consent.
d. Use any device, software or routine that interferes with the proper working of the Website.
e. Introduce any viruses, trojan horses, worms, logic bombs or other content which is malicious or technologically harmful.
f. Attempt to gain unauthorized access to, interfere with, damage or disrupt any parts of the Website, the server on which the Website is stored, or any server, computer or database connected to the Website.
g. Attack the Website via a denial-of-service attack or a distributed denial-of-service attack.
h. Otherwise attempt to interfere with the proper working of the Website.
6. Monitoring and Enforcement; Termination
6.1. We have the right to:
a. Take appropriate legal action, including without limitation, referral to law enforcement, for any illegal or unauthorized use of the Website.
b. Terminate or suspend your access to all or part of the Website for any or no reason, including without limitation, any violation of these Website Terms.
6.2. We do not review content before it is posted on the Website and cannot ensure prompt removal of objectionable content after it has been posted. Accordingly, we assume no liability for any action or inaction regarding transmissions, communications or content provided by any user or third party. We have no liability or responsibility to anyone for performance or non-performance of the activities described in this section 6.
7. Reliance on Information Posted
7.1. The information presented on or through the Website is made available solely for general information purposes. We do not warrant the accuracy, completeness or usefulness of this information. Any reliance you place on such information is strictly at your own risk. We disclaim all liability and responsibility arising from any reliance placed on such content by you or any other visitor to the Website, or by anyone who may be informed of any of its contents.
7.2. The Website includes content provided by third parties, including content provided by other users. All statements and/or opinions expressed in this content, and all articles and responses to questions and other content, other than the content provided by the Company, are solely the opinions and the responsibility of the person or entity providing this content. This content does not necessarily reflect the opinion of the Company. We are not responsible, or liable to you or any third party, for the content or accuracy of any content provided by any third parties.
8. User Registration. You may be required to register with the Website. You agree to keep your password confidential and will be responsible for all use of your account and password. We reserve the right to remove, reclaim, or change a username you select if we determine, in our sole discretion, that such username is inappropriate, obscene, or otherwise objectionable. If you believe that your account has been compromised at any time, please notify your system administrator.
In some cases, an account may be assigned to you by an administrator, such as your care provider institution. If you are using or logging into an account assigned to you by an administrator, additional terms may apply to your use of the Websites. Moreover, your administrator may be able to access or disable your account without our involvement.
9. Submissions. You acknowledge and agree that any questions, comments, suggestions, ideas, feedback, or other information regarding the Website or the Service ("Submissions") provided by you to us are non-confidential and shall become our sole property. We shall own exclusive rights, including all intellectual property rights, and shall be entitled to the unrestricted use and dissemination of these Submissions for any lawful purpose, commercial or otherwise, without acknowledgment or compensation to you. You hereby waive all moral rights to any such Submissions, and you hereby warrant that any such Submissions are original with you or that you have the right to submit such Submissions. You agree there shall be no recourse against us for any alleged or actual infringement or misappropriation of any proprietary right in your Submissions.
10. General Provisions
10.1. Changes to the Website. We may update the content on the Website from time to time, but its content is not necessarily complete or up-to-date. Any of the content on the Website may be out of date at any given time, and we are under no obligation to update such content.
10.3. Linking to the Website. You may link to our homepage, provided you do so in a way that is fair and legal and does not damage our reputation or take advantage of it, but you must not establish a link in such a way as to suggest any form of association, approval or endorsement on our part.
10.4. Links from the Website. If the Website contains links to other sites and resources provided by third parties, these links are provided for your convenience only. This includes links contained in advertisements, including banner advertisements and sponsored links. We have no control over the contents of those sites or resources, and accept no responsibility for them or for any loss or damage that may arise from your use of them. If you decide to access any of the third party websites linked to the Website, you do so entirely at your own risk and subject to the terms and conditions of use for such websites.
10.5. Geographic Restrictions. The owner of the Website is based in the District of Columbia in the United States. We provide the Website for use only by persons located in the United States. We make no claims that the Website or any of its content is accessible or appropriate outside of the United States. Access to the Website may not be legal by certain persons or in certain countries. If you access the Website from outside the United States, you do so on your own initiative and are responsible for compliance with local laws.
10.6 Electronic Communications, Transactions, and Signatures. Visiting the Website, sending us emails, and completing online forms constitute electronic communications. You consent to receive electronic communications, and you agree that all agreements, notices, disclosures, and other communications we provide to you electronically, via email and on the Website, satisfy any legal requirement that such communication be in writing. YOU HEREBY AGREE TO THE USE OF ELECTRONIC SIGNATURES, CONTRACTS, ORDERS, AND OTHER RECORDS, AND TO ELECTRONIC DELIVERY OF NOTICES, POLICIES, AND RECORDS OF TRANSACTIONS INITIATED OR COMPLETED BY US OR VIA THE WEBSITE. You hereby waive any rights or requirements under any statutes, regulations, rules, ordinances, or other laws in any jurisdiction which require an original signature or delivery or retention of non-electronic records, or to payments or the granting of credits by any means other than electronic means.
11.1. You understand that we cannot and do not guarantee or warrant that files available for downloading from the internet or the Website will be free of viruses or other destructive code. You are responsible for implementing sufficient procedures and checkpoints to satisfy your particular requirements for anti-virus protection and accuracy of data input and output, and for maintaining a means external to our site for any reconstruction of any lost data. YOU WAIVE AND RELEASE US FROM ANY LIABILITY, LOSS OR DAMAGE CAUSED BY A DISTRIBUTED DENIAL-OF-SERVICE ATTACK, VIRUSES OR OTHER TECHNOLOGICALLY HARMFUL MATERIAL THAT MAY INFECT YOUR COMPUTER EQUIPMENT, COMPUTER PROGRAMS, DATA OR OTHER PROPRIETARY MATERIAL DUE TO YOUR USE OF THE WEBSITE OR SERVICE OR ITEMS OBTAINED THROUGH THE WEBSITE OR TO YOUR DOWNLOADING OF ANY MATERIAL POSTED ON IT, OR ON ANY WEBSITE LINKED TO IT.
11.2. YOUR USE OF THE WEBSITE, ITS CONTENT AND THE SERVICE OR ANY ITEMS OBTAINED THROUGH THE WEBSITE IS AT YOUR OWN RISK. THE WEBSITE, ITS CONTENT AND THE SERVICE OR ANY ITEMS OBTAINED THROUGH THE WEBSITE ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITHOUT ANY WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. NEITHER THE COMPANY NOR ANY PERSON ASSOCIATED WITH THE COMPANY MAKES ANY WARRANTY OR REPRESENTATION WITH RESPECT TO THE COMPLETENESS, SECURITY, RELIABILITY, QUALITY, ACCURACY OR AVAILABILITY OF THE WEBSITE. WITHOUT LIMITING THE FOREGOING, NEITHER THE COMPANY NOR ANYONE ASSOCIATED WITH THE COMPANY REPRESENTS OR WARRANTS THAT THE WEBSITE, ITS CONTENT OR THE SERVICE OR ANY ITEMS OBTAINED THROUGH THE WEBSITE WILL BE ACCURATE, RELIABLE, ERROR-FREE OR UNINTERRUPTED, THAT DEFECTS WILL BE CORRECTED, THAT OUR SITE OR THE SERVER THAT MAKES IT AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS OR THAT THE WEBSITE OR THE SERVICE OR ANY ITEMS OBTAINED THROUGH THE WEBSITE WILL OTHERWISE MEET YOUR NEEDS OR EXPECTATIONS.
11.3. THE COMPANY HEREBY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, INCLUDING BUT NOT LIMITED TO ANY WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT AND FITNESS FOR PARTICULAR PURPOSE.
11.4. THE FOREGOING DOES NOT AFFECT ANY WARRANTIES WHICH CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.
12. Limitation on Liability
12.1. IN NO EVENT WILL THE COMPANY, ITS AFFILIATES OR THEIR LICENSORS, SERVICE PROVIDERS, EMPLOYEES, AGENTS, OFFICERS OR DIRECTORS BE LIABLE FOR DAMAGES OF ANY KIND, UNDER ANY LEGAL THEORY, ARISING OUT OF OR IN CONNECTION WITH YOUR USE, OR INABILITY TO USE, THE WEBSITE, ANY WEBSITES LINKED TO IT, ANY CONTENT ON THE WEBSITE OR SUCH OTHER WEBSITES OR THE SERVICES OR ANY ITEMS OBTAINED THROUGH THE WEBSITE OR SUCH OTHER WEBSITES, INCLUDING ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO, PERSONAL INJURY, PAIN AND SUFFERING, EMOTIONAL DISTRESS, LOSS OF REVENUE, LOSS OF PROFITS, LOSS OF BUSINESS OR ANTICIPATED SAVINGS, LOSS OF USE, LOSS OF GOODWILL, LOSS OF DATA, AND WHETHER CAUSED BY TORT (INCLUDING NEGLIGENCE), BREACH OF CONTRACT OR OTHERWISE, EVEN IF FORESEEABLE.
12.2. IN NO EVENT WILL THE COLLECTIVE LIABILITY OF THE COMPANY AND ITS SUBSIFIARIES AND AFFILIATES, AND THEIR LICENSORS, SERVICE PROVIDERS, EMPLOYEES, AGENTS, OFFICERS AND DIRECTORS, TO ANY PARTY (REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT, OR OTHERWISE) EXCEED THE AMOUNT YOU HAVE PAID TO THE COMPANY FOR THE APPLICABLE SERVICE IN THE LAST TWELVE (12) MONTHS OUT OF WHICH LIABILITY AROSE.
12.3. THE FOREGOING DOES NOT AFFECT ANY LIABILITY WHICH CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.
13.1. You agree to defend, indemnify and hold harmless the Company, its affiliates, licensors and service providers, and its and their respective officers, directors, employees, contractors, agents, licensors, suppliers, successors and assigns from and against any claims, liabilities, damages, judgments, awards, losses, costs, expenses or fees (including reasonable attorneys' fees) arising out of or relating to your violation of these Website Terms or your use of the Website, including, but not limited to, any use of the Website's content and Service other than as expressly authorized in these Website Terms or your use of any information obtained from the Website.
14. Governing Law and Jurisdiction
14.1. All matters relating to the Website and these Website Terms and any dispute or claim arising therefrom or related thereto (in each case, including non-contractual disputes or claims), shall be governed by and construed in accordance with the internal laws of the District of Columbia without giving effect to any choice or conflict of law provision or rule (whether of the District of Columbia or any other jurisdiction).
14.2. Any legal suit, action or proceeding arising out of, or related to, these Website Terms or the Website shall be instituted exclusively in the federal courts of the United States or the courts of the District of Columbia. You waive any and all objections to the exercise of jurisdiction over you by such courts and to venue in such courts.
15. Waiver and Severability
15.1. No waiver of by the Company of any term or condition set forth in these Website Terms shall be deemed a further or continuing waiver of such term or condition or a waiver of any other term or condition, and any failure of the Company to assert a right or provision under these Website Terms shall not constitute a waiver of such right or provision.
15.2. If any provision of these Website Terms is held by a court or other tribunal of competent jurisdiction to be invalid, illegal or unenforceable for any reason, such provision shall be eliminated or limited to the minimum extent such that the remaining provisions of these Website Terms will continue in full force and effect.
16. Entire Agreement
17. Your Comments and Concerns
17.1. The website is operated by MemoryWell Inc.
17.2. All notices of copyright infringement claims should be sent to the copyright agent designated in section 4.7 of these Website Terms in the manner and by the means set forth therein.
17.3. All other requests for technical support and other communications relating to the Website should be directed to firstname.lastname@example.org.