Terms of Service

Last Modified: December 16, 2022

1. Acceptance of these Terms of Service

1.1. These terms and conditions of use of the services ("Terms of Service") are entered into by and between MemoryWell Inc., a Delaware corporation (“MemoryWell,” “we” or “us”) and the person or entity using this website or MemoryWell's services (“you” or "user", individually a “party” and together the “parties”). The following Terms govern your access to and use of www.memorywell.com, including any content and functionality offered on or through www.memorywell.com (the “Site”), and the story writing and other services offered by MemoryWell through the Site (together with the Site, the “Services”).

1.2. Please read these Terms of Service carefully before you start to use the Services. By accessing or using the Services, or clicking on a button or taking another action to signify your acceptance, you: (a) agree to be bound and abide by these Terms of Service; (b) represent that you are of legal age in your jurisdiction of residence to form a binding contract; and (c) represent that you have the authority to enter into these Terms of Service personally, and if applicable, on behalf of the entity you represent. If you do not want to agree to these Terms of Service, you must not access or use the Services.

1.3. Please note that we offer several different services. Your use of our Services may be as a result of your affiliation (e.g., as an employee or a patient) with one of our care provider or other customers ("Customer"), 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 Site in connection with your affiliation with one of our Customers. In the event of a conflict between these Terms of Service and the applicable Customer Agreement, the Customer Agreement shall control.

1.4 Supplemental terms and conditions or documents for use of certain Services may be posted on the Site or otherwise made available to you from time to time, including our Privacy Policy and our Cookie Policy ("Supplemental Terms"), and are hereby expressly incorporated herein by reference.

2. Changes to these Terms of Service

2.1. We may revise and update these Terms of Service from time to time in our sole discretion. All changes will be posted on the Site and by changing the date of last revision on these Terms of Service. If we make any material changes, and you have registered with us to create an account, we will also send an e-mail to you at the last e-mail address you provided to us pursuant to these Terms of Service. All changes are effective immediately when we post them for new users, and will be effective ten (10) days after posting a notice of such changes on the Site for existing users and apply to all access to and use of the Services thereafter.

2.2. Your continued use of the Services following the posting of revised Terms of Service 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 Services

3.1. We reserve the right to withdraw or amend the Services, including the Site or content we provide on the Site, in our sole discretion with or without notice. You agree to and hereby waive and release us from liability if for any reason all or any part of the Service is unavailable at any time or for any period. From time to time, we may restrict access to some or all parts of the Services to users in our discretion.

3.2. You are responsible for:

a. Making all arrangements necessary for you to access the Services.

b. Ensuring that all persons who access the Services through your internet connection are aware of these Terms of Service and comply with them.

4. Intellectual Property Rights

4.1. 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 MemoryWell, 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 Terms of Service grant you a limited license to use the Services 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 Services including any content on our Site, 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 Site for your own personal, non-commercial use only as relevant to the Service provided by MemoryWell and not for further reproduction, publication or distribution.

4.3. You must not:

a. Disassemble, reverse engineer or decompile the Services, including the Site, 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 MemoryWell.

c. Use any meta tags or any other “hidden text” using the MemoryWell’s name or trademarks.

d. Delete or alter any copyright, trademark or other proprietary rights notices from, or otherwise modify, copies of content from the Services, including this Site.

4.4. You must not access or use for any commercial purposes any part of the Services or content available through the Services, except that institutions providing care to individual users may, to the extent that MemoryWell has granted access to each such institution, access or use stories resulting from their use of the Services 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 Site other than that set out in these Terms of Service. To request our consent, please address your request to info@memorywell.com.

4.6. If you print, copy, modify, download or otherwise use or provide any other person with access to any part of the Services in breach of these Terms of Service, your license to use the Services 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 Services, including any content on the Site is transferred to you, and all rights not expressly granted are reserved by MemoryWell. Any use of the Services not expressly permitted by these Terms of Service is a breach of these Terms of Service and may violate copyright, trademark and other laws.

4.7. Copyright Infringement. If you believe any content accessible on or from the Site infringes your copyright, you may request removal of that content (or access to them) from the Site 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 Site, 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:

MemoryWell Inc.

333 NM-528 NE, Suite LL-100

Rio Rancho, NM 87124

(202) 854-9355

Email: info@memorywell.com

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 Site 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 Services only for lawful purposes and in accordance with these Terms of Service. You agree not to use the Services:

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 MemoryWell, a MemoryWell 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 Services, or which, as determined by us, may harm MemoryWell or users of the Services or expose them to liability.

5.2. Additionally, you agree not to:

a. Use the Services in any manner that could disable, overburden, damage, or impair the site or interfere with any other party's use of the Services, including their ability to engage in real time activities through the Site.

b. Use any robot, spider or other automatic device, process or means to access the Services for any purpose, including monitoring or copying any of the content on the Site.

c. Use any manual process to monitor or copy any of the content on the Site 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 Services.

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 Services, the server on which the Site is stored, or any server, computer or database connected to the Services.

g. Attack the Services via a denial-of-service attack or a distributed denial-of-service attack.

h. Otherwise attempt to interfere with the proper working of the Services.

6. Monitoring and Enforcement; Termination

6.1. We have the right to:

a. monitor your use of the Services, and to review, retain and disclose any information as necessary to ensure compliance with the terms of this Agreement, and to satisfy or cooperate with any applicable law, regulation, legal process, or governmental request.

b. Take appropriate legal action, including without limitation, referral to law enforcement, for any illegal or unauthorized use of the Services.

c. Terminate or suspend your access to all or part of the Services for any reason, including without limitation, any violation of these Terms of Service.

6.2. We do not review content before it is posted on the Site 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 the performance or nonperformance of the activities described in this section 6.

7. Information Posted and Your Information

7.1. Information Posted. The information presented on or through the Site 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 Site, or by anyone who may be informed of any of its contents.

7.2. Third Party Content. The Site 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 MemoryWell, are solely the opinions and the responsibility of the person or entity providing this content. This content does not necessarily reflect the opinion of MemoryWell. 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.

7.3. Your Information. You understand and agree that use of the Services may require you to provide certain information about yourself or a third party. All information and data that you provide in and through the Services, including on the Site ("Your Data"), and including any personally identifiable information and protected health information therein, is subject to MemoryWell's Privacy Policy.

7.4. Representations and Warranties Regarding Your Data. You represent and warrant that: (a) you own or have all necessary rights and consents to use all information and data that you provide in and through the Services, including on the Site ("Your Data"); (b) you have provided MemoryWell with all consents necessary as requested by MemoryWell to use any of Your Data which you provide in and through the Services, and that you will provide any consents for such as requested by MemoryWell; (c) Your Data does not and shall not infringe, misappropriate, or otherwise violate the intellectual property, privacy, or other rights of any third party; and (d) MemoryWell's use Your Data where used to provide the Services as contemplated under these Terms of Services, Supplemental Terms, and Customer Agreement (where applicable) does not and will not violate any laws or the intellectual property, privacy, or other rights of any third party.

8. User Account

8.1. Registration. You may be required to register with the Site and create an account in order to use our Services. 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.

8.2. 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 Services. Moreover, your administrator may be able to access or disable your account without our involvement.

8.3. Account. In creating your account, you must: (a) provide true, accurate, current and complete information as prompted by the registration form, (b) maintain and promptly update the data with which you registered to ensure the information is always true, accurate, current, and complete, (c) immediately inform MemoryWell of any unauthorized use of your account or any other breach of security of which you suspect or become aware, and (d) exit from your account at the end of each session.

8.4. Inaccuracies. MemoryWell undertakes no obligation to verify the data provided by you or any other users. However, if MemoryWell finds or suspects that the provided information is untrue, inaccurate, not current, or incomplete, MemoryWell will notify you or your administrator in writing and if you or your administrator fails to provide or correct information within 10 calendar days of our notice, MemoryWell may suspend or terminate such your account and refuse any and all current or future use of the Services (or any part of them).

9. Feedback

You acknowledge and agree that any questions, comments, suggestions, ideas, feedback, or other information regarding the Services, including the Site ("Feedback") 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 this Feedback for any lawful purpose, commercial or otherwise, without acknowledgment or compensation to you. You hereby waive all moral rights to any such Feedback, and you hereby warrant that any such Feedback are original with you or that you have the right to submit such Feedback. You agree there shall be no recourse against us for any alleged or actual infringement or misappropriation of any proprietary right in your Feedback.

10. General Provisions

10.1. Changes to the Site. We may update the content on the Site 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.

10.2. Information About You and Your Visits to the Site. All information we collect on the Site or through our Services is subject to our Privacy Policy. By using the Services, you consent to all actions taken by us with respect to your information in compliance with the Privacy Policy.

10.3. Linking to the Site. 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 Site. If the Site 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 Site, 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 Site is based in the District of Columbia in the United States. We provide the Services, including the Site, for use only by persons located in the United States. We make no claims that the Services or any of the Site's content is accessible or appropriate outside of the United States. Access to the Services may not be legal by certain persons or in certain countries. If you access the Services 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 Site, 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 Site, 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 SITE. 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. Disclaimers

11.1. You understand that we cannot and do not guarantee or warrant that files available for downloading from the internet or the Site 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 SITE OR SERVICES OR ITEMS OBTAINED THROUGH THE SERVICES OR TO YOUR DOWNLOADING OF ANY MATERIAL POSTED ON IT, OR ON ANY WEBSITE LINKED TO IT.

11.2. YOUR USE OF THE SERVICES OR ANY ITEMS OBTAINED THROUGH THE SERVICES IS AT YOUR OWN RISK. THE SERVICES OR ANY ITEMS OBTAINED THROUGH THE SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITHOUT ANY WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. NEITHER MEMORYWELL NOR ANY PERSON ASSOCIATED WITH MEMORYWELL MAKES ANY WARRANTY OR REPRESENTATION WITH RESPECT TO THE COMPLETENESS, SECURITY, RELIABILITY, QUALITY, ACCURACY OR AVAILABILITY OF THE SERVICES. WITHOUT LIMITING THE FOREGOING, NEITHER MEMORYWELL NOR ANYONE ASSOCIATED WITH MEMORYWELL REPRESENTS OR WARRANTS THAT THE SERVICES OR ANY ITEMS OBTAINED THROUGH THE SERVICES 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 SERVICES OR ANY ITEMS OBTAINED THROUGH THE SERVICES WILL OTHERWISE MEET YOUR NEEDS OR EXPECTATIONS.

11.3. MEMORYWELL 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 MEMORYWELL, 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 SERVICES OR ANY ITEMS OBTAINED THROUGH THE SERVICES, 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 MEMORYWELL AND ITS SUBSIDIARIES 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 MEMORYWELL 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. Indemnification

13.1. You agree to defend, indemnify and hold harmless MemoryWell, 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 Terms of Service or your use of the Services, including, but not limited to, any use of the Site's content other than as expressly authorized in these Terms of Service or your use of any information obtained from the Services.

14. Governing Law and Jurisdiction

14.1. All matters relating to the Services and these Terms of Service 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 Terms of Service or the Services 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.

14.3. Any cause of action or claim you may have arising out of or relating to these Terms of Service or the Services must be commenced within one (1) year after the cause of action accrues, otherwise, such cause of action or claim is permanently barred.

15. Waiver and Severability

15.1. No waiver of by MemoryWell of any term or condition set forth in these Terms of Service 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 MemoryWellto assert a right or provision under these Terms of Service shall not constitute a waiver of such right or provision.

15.2. If any provision of these Terms of Service 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 Terms of Service will continue in full force and effect.

16. Entire Agreement

16.1. Except to the extent a Customer Agreement has been entered into, these Terms of Service and the Supplemental Terms constitute the sole and entire agreement between you and MemoryWell Inc. with respect to the Services and supersede all prior and contemporaneous understandings, agreements, representations and warranties, both written and oral, with respect to the Services.

16.2. In the event of any inconsistency between the provisions of these Terms of Service and the provisions of Supplemental Terms, the provisions of the Supplemental Terms shall control.

17. Your Comments and Concerns

17.1. The Site 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 Terms of Service in the manner and by the means set forth therein.

17.3. All other requests for technical support and other communications relating to the Services should be directed to info@memorywell.com.