Additional Service Terms

Last Modified: September 15, 2017

1.              Acceptance of these Additional Service Terms
1.1.         These additional service terms are entered into by and between the person or entity using the website (“you”) and MemoryWell LLC (“Company,” “we” or “us”), individually a “party” and together the “parties.” The following terms and conditions (these “Additional Service Terms”) govern your access to and use of the story writing and other services (the “Service”) offered on or through www.memorywell.com, including any content and functionality (the “Website.”)

1.2.         Please read these Additional Service Terms carefully before you place an order for the Service. By clicking to agree to these Additional Service Terms when this option is made available to you, you agree to be bound and abide by these Additional Service Terms and our Privacy Policy incorporated herein by reference, from the time you click to agree (the “Effective Date.”) If you do not want to agree to these Additional Service Terms or the Privacy Policy, you must not access or use the Website.

2.              Changes to these Additional Service Terms

2.1.         We may revise and update these Additional Service 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 Additional Service Terms. We may also communicate with you by email to inform you of any changes, and you are responsible for ensuring we have an up-to-date active and deliverable email address for you. 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 Service means that you accept and agree to the changes. You are expected to check our Website and these Additional Service Terms from time to time so you are aware of any changes, as they are binding on you.

3.              Accessing the Website and Login Security

3.1.         To access the Website or some of the resources it offers, you may be asked to provide certain registration details or other information. It is a condition of your use of the Website that all the information you provide on the Website is correct, current and complete. You agree that all information you provide on the Website is governed by our Privacy Policy, and you consent to all actions we take with respect to your information consistent with our Privacy Policy.

3.2.         If you choose a user name, password or any other piece of information (collectively, a “Login”) as part of our security procedures, you must treat such information as confidential, and you must not disclose it to any other person or entity. You also acknowledge that your Login is personal to you, and:

a.              If you are an individual, you agree not to provide any other person with access to the Website or portions of it using your Login; or

b.              If you are an institution, you may provide such access to any of your employees, consultants, contractors, service providers or agents to whom you have given authorization to use the Login in relation to the Service.

 You agree to accept responsibility for all activities that occur under your password.

3.3.         You agree to notify us immediately at info@memorywell.com of any unauthorized access to or use of your Login or any other breach of security. You also agree to ensure that you exit from your Login at the end of each session. You should use particular caution when accessing your Login from a public or shared computer so that others are not able to view or record your password or other personal information.

3.4.         We have the right to disable any Login at any time in our sole discretion for any or no reason, including if, in our opinion, you have violated any provision of these Additional Service Terms.

4.              User Contributions

4.1.         The Website may contain personal secure pages (each such page, a “Portal”) that allow users to post, submit, publish, display or transmit to other persons (hereinafter, “Post”) content (collectively and together with comments or suggestions you send to us, “User Contributions”) on or through the Website.

4.2.         All User Contributions must comply with the provisions in section 6 of these Additional Service Terms.

4.3.         By providing any User Contribution on the Website, you grant us and our licensees, successors and assigns a free of charge, nonexclusive, royalty-free, perpetual, irrevocable, and fully sub-licensable right to use, reproduce, modify, adapt, display, publish, translate, create derivative works from, distribute, and display such content throughout the world in any media.

4.4.         You represent and warrant that:

a.              You own, have or control all rights and interests in and to the User Contributions and have the right to grant the license granted above (having obtained all necessary permissions or consents) to us and our licensees, successors and assigns.

b.              You have obtained express authorization from any person on behalf of whom you are ordering the Service and Posting User Contributions.

c.              All of your User Contributions do and will comply with these Additional Service Terms.

4.5.         You understand and acknowledge that you are responsible for any User Contributions you submit or contribute, and you, not the Company, have full responsibility for such content, including its legality, reliability, accuracy and appropriateness. We are not responsible, or liable to any third party, for the content or accuracy of any User Contributions Posted by you or any other user of the Website.

5.              Monitoring and Enforcement; Termination

5.1.         We have the right to:

a.              Edit, remove or refuse to Post any User Contributions for any or no reason in our sole discretion.

b.              Take any action with respect to any User Contribution that we deem necessary or appropriate in our sole discretion, including if we believe that such User Contribution violates these Additional Service Terms, including the provisions in section 6 of these Additional Service Terms, infringes any intellectual property right or other right of any person or entity, threatens the personal safety of users of the Website or the public or could create liability for the Company.

c.              Disclose your identity, the User Contributions or other information about you to any third party who claims that content Posted by you violates their rights, including their intellectual property rights or their right to privacy.

5.2.         Without limiting the foregoing, we have the right to fully cooperate with any law enforcement authorities or court order requesting or directing us to disclose the User Contributions, identity or other information of anyone Posting any content on or through the Website. YOU WAIVE, DEFEND, INDEMNIFY AND HOLD HARMLESS THE COMPANY AND ITS AFFILIATES, LICENSEES AND SERVICE PROVIDERS FROM ANY CLAIMS RESULTING FROM ANY ACTION TAKEN BY ANY OF THE FOREGOING PARTIES DURING OR AS A RESULT OF ITS INVESTIGATIONS AND FROM ANY ACTIONS TAKEN AS A CONSEQUENCE OF INVESTIGATIONS BY EITHER SUCH PARTIES OR LAW ENFORCEMENT AUTHORITIES.

5.3.         We do not review User Contributions before they are Posted, or other content before it is posted, on the Website. As such, we cannot ensure prompt removal of objectionable User Contributions after they have been Posted, or other 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 5.

6.              Content Standards

6.1.         These content standards apply to any and all of your Posts, User Contributions and use of Portals. User Contributions must in their entirety comply with all applicable federal, state, local, national and international laws and regulations. Without limiting the foregoing, User Contributions must not:

a.              Contain any content which is defamatory, obscene, indecent, abusive, offensive, harassing, violent, hateful, inflammatory or otherwise objectionable.

b.              Promote sexually explicit or pornographic content, violence, or discrimination based on race, sex, religion, nationality, disability, sexual orientation or age.

c.              Infringe any patent, trademark, trade secret, copyright or other intellectual property or other rights of any other person.

d.              Violate the legal rights (including the rights of publicity and privacy) of others or contain any content that could give rise to any civil or criminal liability under applicable laws or regulations or that otherwise may be in conflict with these Additional Service Terms and our Privacy Policy.

e.              Be likely to be false or mislead or deceive any person.

f.               Promote any illegal activity, or advocate, promote or assist any unlawful act.

g.              Cause annoyance, inconvenience or needless anxiety or be likely to upset, embarrass, alarm or annoy any other person.

h.              Impersonate any person, or misrepresent your identity or affiliation with any person or organization.

i.               Involve commercial activities or sales, such as contests, sweepstakes and other sales promotions, barter or advertising.

j.               Give the impression that they emanate from or are endorsed by us or any other person or entity, if this is not the case.

6.2.         You may use the Website only for lawful purposes and in accordance with these Additional Service Terms. In particular, you agree not to use the Website to send, knowingly receive, upload, download, use or re-use any content which does not comply with the provisions in this section 6.

7.              Online Purchases

7.1.         Geographic Restrictions. The Service is currently offered only to persons located in the United States. Accordingly, any orders received from persons located outside of the United States CANNOT AND will not be accepted BY US IN ACCORDANCE WITH thIS section 7. ALL ORDERS INADVERTENTLY ACCEPTED ARE NULL AND VOID.

7.2.         Order Acceptance and Cancellation. You agree that your order is your offer to buy the Service listed in your order. All orders must be accepted by us or we will not be obligated to sell the Service to you. We may choose not to accept, or to reject, any orders in our sole discretion. After having received your order, we will send you a confirmation to the email you provided with your order number and details of the items you have ordered. Acceptance of your order and the formation of the contract of sale between MemoryWell LLC and you will not take place unless and until you have made payment and have received your order confirmation email.

7.3.         Prices and Payment Terms.

a.              All prices for the Service posted on the Website are subject to change without notice. The price charged for the Service as indicated on the Website will be the price in effect at the time the order is placed and will be set out in your order confirmation email. Price increases will only apply to orders placed after such changes. Prices posted on the Website include any applicable taxes or charges and are quoted in United States Dollars. We are not responsible for pricing, typographical, or other errors in any offer by us and we reserve the right to cancel any orders arising from such errors.

b.              Payment must be received by us before our acceptance of an order. We accept credit cards or any other payment method accepted by our payments provider for all purchases. You represent and warrant that:

(1)           The credit card information you supply to us is true, correct, and complete.

(2)           You are duly authorized to use such credit card for the purchase.

(3)           Charges incurred by you will be honored by your credit card company.

(4)           You will pay charges incurred by you at the posted prices, including all applicable taxes, if any.

7.4.         Delivery.

a.              We will make the story produced by the Service available to you on your Portal or otherwise in a manner specified by us at our discretion.

b.              Any delivery dates in relation to the Service communicated to you following your order are estimates only and cannot be guaranteed. We are not liable for any delays in delivery.

7.5.         Cancellation and Refunds. You have the option to cancel and receive a refund on your order at any time prior to the first interview being conducted in connection with our provision of the Service. If you would like to request cancellation and refund for an order you placed on the Website, please contact us at info@memorywell.com.

8.              Disclaimers

8.1.         The Company makes the following disclaimers:

a.              The Company will not be responsible for the accuracy, content or completeness of any information contained within any story resulting from the Service, it being understood that all information contained therein is provided by you. You acknowledge that the stories resulting from the Service may not include full, complete or updated medical history or information. The Company will have no liability or responsibility for the content of the stories resulting from the Service, and you will defend, indemnify and hold the Company harmless from any and all claims (including claims by governmental entities) related to the content contained within any story resulting from the Service.

b.              Accessing a story resulting from the Service is not a substitute for mental, physical or medical treatment. The Company has no role or responsibility for the care of any individual. THE COMPANY MAKES NO REPRESENTATION OR WARRANTY THAT THE STORIES RESULTING FROM THE SERVICE WILL BE TIMELY, CORRECT OR COMPLETE OR CLINICALLY ACCURATE OR COMPLETE.

c.              THE COMPANY SHALL HAVE NO LIABILITY FOR ANY DAMAGE CAUSED BY ERRORS OR OMISSIONS IN ANY INFORMATION PROVIDED TO THE COMPANY BY YOU OR ANY THIRD PARTY IN CONNECTION WITH THE SERVICE.

9.              Confidentiality

9.1.         “Confidential Information” means any (a) software, material or data, any (b) personal information, (c) medical information, (d) confidential intellectual property, (e) information about financial or business affairs, (f) third-party confidential information and (g) any other sensitive or proprietary information that is marked, designated or otherwise identified by the disclosing party as “confidential”, in each case disclosed by one party to the other, and will include, without limitation, these Additional Service Terms and the pricing hereunder. Notwithstanding anything herein to the contrary, Confidential Information does not include information that is:

a.              already known to or otherwise in the possession of a party at the time of receipt from the other party and that was not known or received as the result of violation of any obligation of confidentiality;

b.              publicly available or otherwise in the public domain prior to disclosure by a party, except where such information is marked, designated or otherwise identified as “confidential” under this section 9.1;

c.              rightfully obtained by a party from any third party having a right to disclose such information without restriction and without breach of any confidentiality obligation by such third party;

d.              developed by a party independent of any disclosure hereunder, as evidenced by written records; or

e.              disclosed pursuant to the order of a court or administrative body of competent jurisdiction or a government agency, provided that the party receiving such order will notify the other prior to such disclosure and will cooperate with the other party in the event such party elects to legally contest, request confidential treatment, or otherwise avoid such disclosure.

9.2.         Each party will maintain all of the other party’s Confidential Information in strict confidence and will protect such information with the same degree of care that such party exercises with its own Confidential Information, but in no event less than a reasonable degree of care. Each party will not use or disclose any Confidential Information of the other party without the express prior written consent of such party, except that pursuant to these Additional Service Terms the Company uses certain Confidential Information for purposes including, but not limited to, the following:

a.              To provide the Service.

b.              For verification in connection with our provision of the Service.

c.              To communicate with you in relation to changes, news and information and/or survey invitations.

d.              To showcase stories resulting from the Service provided through the Website.

9.3.         Access to and use of any Confidential Information will be restricted to those employees, contractors and persons within a party’s organization with known discretion, and with a need to use the information to perform such party’s obligations under these Additional Service Terms, and who are bound by contractual obligations to keep Confidential Information confidential and not to disclose it.

9.4.         All of a party’s Confidential Information disclosed to the other party, and all copies thereof, are and remain the property of the disclosing party. All Confidential Information and any and all copies thereof will, upon the expiration or termination of these Additional Service Terms under section 10 of these Additional Service Terms, be promptly returned to the disclosing party or destroyed at the disclosing party’s direction. In addition, upon 15 calendar days of a written request by the disclosing party, the receiving party will promptly return all Confidential Information and any and all copies thereof, or destroy it at the disclosing party’s direction. In the event of any requested destruction, the party receiving such request will provide to the other party written certification of compliance therewith within 15 calendar days of such written request.

10.           Term and Termination

10.1.      The term of these Additional Service Terms will commence on the Effective Date and will remain in effect until terminated under this section 10. Any notice of termination of these Additional Service Terms by either party to the other must include an effective date of termination (the “Termination Date”) that complies with the notice periods under this Section 10.

10.2.      The Company may suspend your use of the Service immediately, and for a duration of time to be determined in its sole discretion, if you are in material breach of these Additional Service Terms.

10.3.      Either party may terminate these Additional Service Terms for cause if the other party is in material breach of these Additional Service Terms and the material breach remains uncured for a period of 30 calendar days from receipt of notice by the non-breaching party. No later than the Termination Date, we will disable the Login provided to you.

10.4.      The Company may terminate these Additional Service Terms for convenience at any time following a period of 30 calendar days from receipt of notice by you. No later than the Termination Date, we will disable the Login provided to you.

10.5.      On the Termination Date:

a.              all your rights under these Additional Service Terms immediately terminate;

b.              you will immediately return or, if instructed by us, destroy all content in your possession made available by us as part of the Service; and

c.              Sections 7.3 (Prices and Payment Terms), 8 (Disclaimers), 9 (Confidentiality), 12 (General Provisions) of these Additional Service Terms and this section 10.5 will continue to apply in accordance with their terms.

10.6.      For any use of the Service after the Termination Date, these Additional Service Terms will apply and you will pay the applicable price under section 7 of these Additional Service Terms.

11.           Entire Agreement

11.1.      These Additional Service Terms and our Privacy Policy constitute the sole and entire agreement between you and MemoryWell LLC with respect to the Service and supersede all prior and contemporaneous understandings, agreements, representations and warranties, both written and oral, with respect to the Service.

11.2.      In the event of any inconsistency between the provisions of these Additional Service Terms and the provisions of the Privacy Policy, the provisions of the Privacy Policy shall control.

12.           General Provisions

12.1.      Regulatory Requirements. If you purchase the Service and you are a “covered entity” as defined in the Health Insurance Portability and Accountability Act of 1996 (“HIPAA,”) you represent and warrant that prior to transmitting any “protected health information” (“PHI,” as defined in HIPAA) to us, you will execute a HIPAA-compliant authorization for each individual whose PHI will be transmitted.

12.2.      Subcontractors. We may subcontract or otherwise delegate some or all of our obligations under these Additional Service Terms to third parties; provided, however, that we will at all times remain responsible for our obligations under these Additional Service Terms.

12.3.      Assignment. You may not assign any of your rights or obligations hereunder, whether by operation of law or otherwise, without the prior written consent of the Company, which consent will not be unreasonably withheld. Any attempted assignment in breach of this section 12.3 will be void. These Additional Service Terms will bind and inure to the benefit of the parties, their respective successors and permitted assigns.

12.4.      Third Party Rights. These Additional Service Terms do not confer any rights on any person or party (other than the parties to these Additional Service Terms and, where applicable, their successors and permitted assigns).

12.5.      Notices. Except as otherwise provided herein, all notices, including notices of address change, required to be sent hereunder will be in writing and will be deemed to have been given:

a.              by us, immediately upon posting to the Website or sending a message to your email address then associated with your use of the Service . You will be deemed to have received any email sent to such email address when we send the email, whether or not you actually receive the email.

b.              by you, immediately upon sending a message to our email address at info@memorywell.com.

12.6.      Independent Contractors. The parties are independent contractors. Nothing in these Additional Service Terms will be construed to create a partnership, joint venture or agency relationship between the parties. Neither party will have any right or authority to assume or create any obligation of any kind expressed or implied in the name of or on behalf of the other party.

12.7.      Waiver. A waiver of any right under these Additional Service Terms is only effective if it is in writing and it applies only to the party to whom the waiver is addressed and to the circumstances for which it is given. Unless specifically provided otherwise, rights arising under these Additional Service Terms are cumulative and do not exclude rights provided by law.

12.8.      Force Majeure. Neither party shall be responsible for any delay or failure in performance caused by flood, riot, insurrection, fire, earthquake, communication line failure, power line failure, explosion, act of God, or any other force or cause beyond the reasonable control of the party claiming the protection of this section 12.8.

13.           Your Comments and Concerns

13.1.      All communications relating to the Service should be directed to info@memorywell.com.