Terms & Policies

 
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Terms of Service for Customers

Effective: December 12, 2018.

Emmetros Limited of Ontario, Canada (“Emmetros”, “we”, “our” or “us”) provides services to help store, manage, access, and communicate information related to your care or the care of your children, parents, and other persons under your care or under care by your employer (the “MemorySparx Services”). We do this through our website (the “Site”). If you are being invited or added to the MemorySparx Services set up by a Customer (defined below), the Terms of Service for Users govern your access and use of the MemorySparx Services (and not the Terms of Service for Customers).

If you are accepting an invitation in the role of Account Manager (defined below) using an email address from your employer or another entity, you represent and warrant that: (i) you have full legal authority to bind your employer or such entity to these Terms of Service for Customers (“Customer Terms”); (ii) you have read and understand these Customer Terms; and (iii) you agree to these Customer Terms on behalf of the party that you represent. By clicking on ‘Sign up’ (or similar button or checkbox), you will be deemed to represent such party and you will bind your employer or that entity to these Customer Terms. If you do not have the legal authority to bind your employer or the applicable entity, do not click on “Sign up” (or similar button or checkbox) that is presented to you. The words “Customer” and “You” hereafter in these Customer Terms will mean the entity you represent in accepting these Customer Terms or, if that does not apply, you individually.

These Customer Terms govern your access to and use of the MemorySparx Services via the Site, Additional Services (defined below), and related support, and together with any Sales Contract(s) (defined below) and the Privacy Policy form a binding “Contract” between Customer and Emmetros. These Customer Terms are effective as of the date you first click on ‘Sign up’ (or similar button or checkbox) or use or access the MemorySparx Services, whichever is earlier (the “Effective Date”). For more information on the MemorySparx Services, refer to the “Documentation” which can be obtained through our website www.memorysparx.com/support.

It is important to consult a medical professional for medical care and advice to help you make informed medical decisions. Information available through the MemorySparx Services is of a general nature, is not medical advice, and should not be relied upon as a substitute for the expertise and judgment of any doctor, pharmacist or other healthcare professional.  Making a reliable medical diagnosis, treating any medical condition, and administering any drug therapy require the involvement of independent informed healthcare professionals.  In case of any specific questions regarding the treatment and care of a medical condition, contact a professional healthcare provider.

1. Customer choices and instructions.

1.1. Account Manager. The MemorySparx Services offer you the ability to create one or more “Care Circles” (each defined as the MemorySparx Services space where a group of individuals may access the MemorySparx Services relating to the care of a single person known as a “Care Recipient”) within the terms of the “Sales Contract” (defined as the agreement by which we agree to offer MemorySparx Services accounts to the Customer subject to conditions agreed to by the Customer in order to procure MemorySparx Services accounts). You are able to specify certain rights and controls over Care Circles procured under your Sales Contract(s) to a representative, known as the “Account Manager”. The rights and controls may include inviting an individual in the role of “Care Manager” (defined as the individual with rights and controls over a Care Circle as specified in Section 1.2) to the MemorySparx Services, reassigning the Care Manager role to another individual, as well as the additional rights and controls available to Care Managers and Authorized Users (defined in Section 1.3) as specified in Sections 1.2 and 1.3. Refer to the Documentation for additional information on procuring Care Circles, rights and controls of the Account Manager role, and designating and reassigning an individual in the Care Manager role.

1.2. Care Manager. The Account Manager is able to assign certain rights and controls over one or more Care Circles procured under your Sales Contract(s) to a representative, known as the Care Manager. The rights and controls may include creating, deprovisioning, monitoring, or modifying the assigned Care Circle(s); inviting individuals to join the assigned Care Circle(s); and setting permissions relating to the MemorySparx Services for individuals within the assigned Care Circle(s) including access to Customer Data (defined below). The Care Manager has the additional rights and controls available to Authorized Users (defined and specified in Section 1.3) within the assigned Care Circle(s). You are responsible for the assignment of Account Managers and Care Managers and any actions they take, including as described above. You may reassign these roles at any time. You agree that our responsibilities do not extend to the internal management or administration of the MemorySparx Services for you. Refer to the Documentation for additional information on the rights and controls of a Care Manager and instructions for tasks under the responsibility of a Care Manager.

1.3. Authorized Users. Individuals invited to access the MemorySparx Services become an “Authorized User” by clicking on ‘Sign up’ in the account creation process and therein accepting the Terms of Service for Users and creating an account. No matter the role, an account is required for each Authorized User. Each Authorized User must agree to the Terms of Service for Users to activate their MemorySparx Services account. Individuals may be invited to access an existing Care Circle relating to a Care Recipient. An Authorized User who accepts an invitation to a Care Circle may have rights and controls over that Care Circle, according to permissions that may be set by the Account Manager and the Care Manager who are responsible for the Care Circle. The rights and controls may include submitting content to the MemorySparx Services, such as chat messages, photos, captions, notes, voice recordings, and entries (collectively, “Customer Data”) relating to the Care Recipient; accessing some or all Customer Data relating to the Care Recipient, including content that is added by other members of the Care Circle; inviting other individuals to join the Care Circle. The Account Manager and Care Manager may change the rights and controls of an Authorized User within the Care Circle at any time. Refer to the Documentation for additional information on the rights and controls of an Authorized User and instructions for tasks available to an Authorized User.

1.4. Customer Data. An Authorized User may submit content or information to the MemorySparx Services (collectively, Customer Data) and you may exclusively provide us with instructions on what to do with it. For example, you may provision or deprovision access to some or all of the MemorySparx Services, enable or disable third party integrations, manage permissions, retention and export settings, or transfer or assign Customer Data. Since these choices and instructions may result in the access, use, disclosure, modification, or deletion of certain or all Customer Data, please review the Documentation for more information about these choices and instructions. You will (a) inform Authorized Users of any relevant Customer policies and practices and any settings that may impact the processing of Customer Data; (b) obtain any rights, permissions or consents from Authorized Users that are necessary for the lawful use of Customer Data and the operation of the MemorySparx Services; (c) ensure that the transfer and processing of Customer Data under the Contract is lawful; and (d) respond to and resolve any dispute with any Authorized User relating to or based on Customer Data, the MemorySparx Services or your failure to fulfill these obligations.

1.5. Care Recipient Consent. You will provide all required disclosures to and will obtain and maintain all consents from a Care Recipient to allow (i) Emmetros to provision a Care Circle relating to him/her and (ii) the Account Manager, Care Manager, and designated Authorized Users to access the Care Circle as described in these Customer Terms and the Privacy Policy. An individual designated as a Power of Attorney may provide consents on behalf of the Care Recipient when that individual has the legal power to do so. You will provide evidence of such consents upon a reasonable request by us, the Care Recipient or the Care Recipient’s legal Power of Attorney.

1.6. Responsibility for Authorized Users. The MemorySparx Services may allow an Authorized User to invite other individuals to Care Circles procured under your Sales Contract(s). You are responsible for controlling who becomes an Authorized User within all Care Circles procured under your Sales Contract(s). We are only required to provide accounts for Authorized Users to access the MemorySparx Services when you have paid the applicable Care Circle fees. You are responsible for the activities of all Authorized Users within Care Circles procured under your Sales Contract(s), even if those Authorized Users are not from your organization or domain, including (i) any payment obligations, (ii) their compliance with these Customer Terms, and (iii) how these users use Customer Data. We may review conduct for compliance purposes, but we have no obligation to do so. We aren’t responsible for the activities of any Authorized Users within the MemorySparx Services or the content of any Customer Data.

1.7. Feedback. From time to time, you may choose to submit Feedback to us. “Feedback” means ratings, comments, questions, ideas, suggestions or other feedback relating to the MemorySparx Services, Additional Services (defined below) or other services we provide. If you provide us any Feedback there is a chance we will use it, so you grant us (for Customer and all of its Authorized Users) an unlimited, irrevocable, perpetual, sublicensable, transferable, royalty-free license to use Feedback for any purpose without any obligation or compensation to you, any Authorized User, or other Customer personnel. We appreciate all feedback.

2. Basic account terms and restrictions.

2.1. Access to the MemorySparx Services. Subject to these Customer Terms and during the “Contract Term” as specified in the applicable Sales Contract, you may access and use the MemorySparx Services for your own business purposes or personal use, as applicable, all in accordance with these Customer Terms and the applicable Sales Contract. This includes the right, as part of your authorized use of the MemorySparx Services, to download and use the client software associated the MemorySparx Services. The rights granted to you in this Section 2.1 are non-exclusive, non-sublicensable and non-transferable.

2.2. Age Requirement for Authorized Users. The MemorySparx Services are not intended for and should not be used by anyone under the age of majority. You are responsible for ensuring that all Authorized Users are age of majority.

2.3. Internet Technology. Authorized Users will need compatible hardware, software and internet access. Emmetros is not responsible for any fees necessary for an Authorized User to connect to the internet and app stores or for data or mobile usage to access and use the Site for the MemorySparx Services.

2.4. Credentials. You must require that all Authorized Users keep their user IDs and passwords for the MemorySparx Services strictly confidential and do not share such information with any unauthorized person. You are responsible for any and all actions taken using Authorized User accounts and passwords, and you agree to immediately notify us of any unauthorized use of which you become aware.

2.5. Restrictions. Except as otherwise expressly permitted in these Customer Terms, you will not: (a) reproduce, modify, adapt or create derivative works of the MemorySparx Services; (b) rent, lease, distribute, sell, sublicense, transfer or provide access to the MemorySparx Services to a third party; (c) use the MemorySparx Services for the benefit of any third party; (d) incorporate any MemorySparx Services into a product or service you provide to a third party; (e) interfere with or otherwise circumvent mechanisms in the MemorySparx Services intended to limit your use; (f) reverse engineer, disassemble, decompile, translate or otherwise seek to obtain or derive the source code, underlying ideas, algorithms, file formats or non-public APIs to any MemorySparx Services, except to the extent expressly permitted by applicable law (and then only upon advance notice to us); (g) remove or obscure any proprietary or other notices contained in any MemorySparx Services; (h) use the MemorySparx Services for competitive analysis or to build competitive products; (i) publicly disseminate information regarding the performance of the MemorySparx Services; or (j) encourage or assist any third party to do any of the foregoing.

3. Our security and data privacy policies.

3.1. Security. We implement security procedures designed to help protect Customer Data from security attacks. We highlight our security procedures in our Security Overview.

3.2. Privacy. We collect certain data and information about you and your Authorized Users in connection with you and your use of the MemorySparx Services and otherwise in connection with these Customer Terms. We collect and use all such data and information in accordance with our Privacy Policy, which you acknowledge.

3.3. Improving MemorySparx Services. We are always striving to improve the MemorySparx Services. In order to do so, we use analytics techniques to better understand how the MemorySparx Services are being used. For more information on these techniques and the type of data collected, please refer to our Privacy Policy.

3.4. Service Availability. Although Emmetros intends for the MemorySparx Services to be available as much as possible, there will be occasions when the MemorySparx Services are interrupted, including, without limitation, for scheduled maintenance or upgrades, emergency repairs or due to failure of telecommunication links and/or equipment.

4. Terms that apply to Customer Data.

4.1. Using Customer Data to provide MemorySparx Services to you. You retain all right, title, and interest in and to Customer Data in the form submitted to the MemorySparx Services. Subject to the terms and conditions of the Contract, you (for Customer and all of its Authorized Users) grant us a worldwide, non-exclusive, limited term license to access, use, process, copy, distribute, perform, export and display Customer Data, only as reasonably necessary (a) to provide, maintain and update the MemorySparx Services; (b) to prevent or address service, security, support or technical issues; (c) as required by law; and (d) as expressly permitted in writing by you. Solely to the extent that reformatting Customer Data for display in the MemorySparx Services constitutes a modification or derivative work, the foregoing license also includes the right to make modifications and derivative works. You represent and warrant that Customer has secured all rights in and to Customer Data from its Authorized Users as may be necessary to grant this license.

4.2. Your Data Compliance Obligations. You represent and warrant that: (i) you have obtained all necessary rights, releases and permissions to submit all Customer Data to the MemorySparx Services and to grant the rights granted to us in these Customer Terms; and (ii) Customer Data and its submission and use as you authorize in these Customer Terms will not violate (1) any applicable local, state, federal and international laws, regulations and conventions (“Laws”), (2) any third-party intellectual propriety, privacy or other rights, or (3) any of your third-party policies or terms governing Customer Data. Other than our express obligations under Section 3 (Our security and data privacy policies), we assume no responsibility for Customer Data, and you are solely responsible for Customer Data and the consequences of submitting and using it with the MemorySparx Services.

4.3. Limit Sensitive Data. Because of the private and sensitive nature of personal and health care data of a Care Recipient, we recommend that you limit the private and sensitive information contained within your Customer Data. We recommend that you do not submit any Sensitive Data that is not necessary for the care and well-being of the Care Recipient. “Sensitive Data” means any (i) patient, medical or other protected health information regulated by the Personal Health Information Protection Act (PHIPA) or Health Insurance Portability and Accountability Act (HIPAA), as amended and supplemented; (ii) credit, debit or other payment card data; (iii) financial information; (iv) identifying numbers such as social security numbers, social insurance numbers, or driver’s licence; or (v) any data similar to the foregoing that is protected under any Laws.

4.4. Removals and Suspension. We have no obligation to monitor any Customer Data uploaded to the MemorySparx Services. Nonetheless, if we believe that there is a violation of the Contract that can simply be remedied by your removal of certain Customer Data, we will, in most cases, ask you to take direct action rather than intervene. However, we may directly step in and take what we determine to be appropriate action, if you do not take appropriate action, or if we believe there is a credible risk of harm to us, the MemorySparx Services, Authorized Users, or any third parties.

4.5. Customer Data Storage. The MemorySparx Services are designed to help manage content among members of a Care Circle related to the care and well-being of a person. The MemorySparx Services store and back up Customer Data so that one or more people may use the services on more than one device; however, the MemorySparx Services are not a storage or backup service. Emmetros will not be liable to you for any modification, suspension, or discontinuation of the service, or the loss of any data or Customer Data. You also acknowledge that the internet may be subject to breaches of security and that the submission of content or other information may not be secure. We also retain the right to create limits on storage space and the use of storage at our sole discretion at any time without prior notice to you.

5. Additional Services.

5.1. Subject to these Customer Terms, you may purchase services from us for the purpose of onboarding, training, data analysis, research or support (“Additional Services”) that we will provide to you pursuant to the applicable Sales Contract. Additional Services may be subject to additional policies and terms as specified by us.

5.2. Our Deliverables. We will retain all right, title and interest in and to any materials, deliverables, modifications, derivative works or developments that we provide in connection with any Additional Services (“Our Deliverables”). You may use any of Our Deliverables provided to you only in connection with the MemorySparx Services, subject to the same usage rights and restrictions as for the MemorySparx Services.

5.3.  Your Materials. You agree to provide us with reasonable access to your materials, systems, personnel or other resources (“Your Materials”) as reasonably necessary for our provision of Additional Services. If you do not provide us with timely access to Your Materials, our performance of Additional Services will be excused until you do so. You retain your rights in Your Materials, subject to our ownership of any MemorySparx Services, any of Our Deliverables or any Emmetros Content underlying Your Materials. We will use Your Materials solely for purposes of performing the Additional Services. You represent and warrant that you have all necessary rights in Your Materials to provide them to us for such purposes.

6. Billing, renewals, and payment.

6.1. Monthly and Annual Plans. Except for No-Charge Services (defined below), licenses to the MemorySparx Services are offered either on a monthly or an annual subscription basis.

6.2. Renewals. Except as otherwise specified in the Contract, unless either party cancels your subscription prior to the expiration of the current Contract Term, your subscription will automatically renew. Upon renewal, the Contract Term will start on the date of expiration of the previous Contract Term and will last for a period equal to your initial Contract Term as per the applicable Sales Contract. You will provide any notice of non-renewal through the means we designate, which may include via email to support@memorysparx.com. Cancelling your subscription means that you will not be charged for the next billing cycle, but you will not receive any refunds or credits for amounts that have already been charged. All renewals are subject to the applicable MemorySparx Services continuing to be offered and will be charged at the then-current rates.

6.3. Adding Users. You may procure MemorySparx Services for additional Care Circles beyond the limit imposed in the Sales Contract by placing a new Sales Contract or modifying an existing Sales Contract. Unless otherwise specified in the applicable Sales Contract, we will charge you for any increased use at our then-current rates, prorated for the remainder of the then-current Contract Term.

6.4. Payment. You will pay all fees in accordance with each Sales Contract, by the due dates and in the currency specified in the Sales Contract. If a PO number is required in order for an invoice to be paid, then you must provide such PO number to Emmetros by emailing the PO number to sales@emmetros.com. Other than as expressly set forth in Section 7 (Our return policy) or Section 17 (Changes to these Customer Terms), all amounts are non-refundable, non-cancelable and non-creditable. You agree that we may bill your credit card or other payment method for renewals, additional users, overages to set limits or scopes of use, expenses, and unpaid fees, as applicable.

6.5. Delivery. We will invite an Account Manager to the MemorySparx Services and provision for creation of accounts as per the Sales Contract no later than when we have received payment of the applicable fees. You are responsible for accessing your account to determine that we have received payment and that your Sales Contract has been processed. All deliveries under these Customer Terms will be electronic.

7. Our return policy.

As part of our commitment to customer satisfaction and without limiting the Performance Warranty in Section 14 (Warranties and Disclaimer), you may terminate your initial Sales Contract of MemorySparx Services under these Customer Terms, for no reason or any reason, by providing notice of termination to us no later than thirty (30) days after the Sales Contract date for such MemorySparx Services. In the event you terminate your initial Sales Contract under this Section 7, at your request (which may be made through your account with us), we will refund you the amount paid under such Sales Contract. This termination and refund right applies only to your initial Sales Contract of the MemorySparx Services and only if you exercise your termination right within the period specified above, and does not apply to Additional Services. You understand that we may change this practice in the future in accordance with Section 17 (Changes to these Customer Terms).

8. Taxes not included.

8.1. Taxes. Your fees under these Customer Terms exclude any taxes or duties payable in respect of the MemorySparx Services in the jurisdiction where the payment is either made or received. To the extent that any such taxes or duties are payable by us, you must pay to us the amount of such taxes or duties in addition to any fees owed under these Customer Terms. Notwithstanding the foregoing, if you have obtained an exemption from relevant taxes or duties as of the time such taxes or duties are levied or assessed, you may provide us with such exemption information, and we will use reasonable efforts to provide you with invoicing documents designed to enable you to obtain a refund or credit from the relevant revenue authority, if such a refund or credit is available.

8.2. Withholding Taxes. You will pay all fees net of any applicable withholding taxes. We will work together with you to avoid any withholding tax if exemptions, or a reduced treaty withholding rate, are available. If we qualify for a tax exemption, or a reduced treaty withholding rate, we will provide you with reasonable documentary proof. You will provide us reasonable evidence that you have paid the relevant authority for the sum withheld or deducted.

9. No contingencies on other products of future functionality.

You acknowledge that the MemorySparx Services and Additional Services referenced in a Sales Contract are being purchased separately from any of our other products or services. Payment obligations for any products or services are not contingent on the purchase or use of any of our other products (and for clarity, any purchases of MemorySparx Services and Additional Services are separate and not contingent on each other, even if listed on the same Sales Contract). You agree that your purchases are not contingent on the delivery of any future functionality or features (including future availability of any MemorySparx Services beyond the current Contract Term), or dependent on any oral or written public comments we make regarding future functionality or features.

10. Services at no charge.

We may offer certain MemorySparx Services, Additional Services or other services to you at no charge, for example, a subscription to the MemorySparx Services on a trial basis (collectively, “No-Charge Services”). Your use of No-Charge Services is subject to any additional terms that we specify and is only permitted during the Contract Term we designate (or, if not designated, until terminated in accordance with these Customer Terms). Except as otherwise set forth in this Section 10, the terms and conditions of these Customer Terms governing the MemorySparx Services, including Section 2.5 (Restrictions), fully apply to No-Charge Services. We may modify or terminate your right to use No-Charge Services at any time and for any reason in our sole discretion, without liability to you. All information regarding the characteristics, features or performance of any No-Charge Services constitutes our Confidential Information (defined below). To the maximum extent permitted by applicable law, we disclaim all obligations or liabilities with respect to No-Charge Services, including any support, warranty and indemnity obligations. Notwithstanding anything else in these Customer Terms, our maximum aggregate liability to you in respect of No-Charge Services will be CAD$100.

11. Intellectual property and feedback.

The MemorySparx Services are made available on a limited access basis, and no ownership right is conveyed to you, irrespective of the use of terms such as “purchase” or “sale”. We and our licensors have and retain all right, title and interest, including all intellectual property rights, in and to all “Emmetros Content”, meaning the MemorySparx Services (including all No-Charge Services), any materials and deliverables that we provide, their look and feel, any and all related or underlying technology and any modifications or derivative works of the foregoing, including as they may incorporate Feedback. From time to time, you may choose to submit Feedback to us. We may in connection with any of our products or services freely use, copy, disclose, license, distribute and exploit any Feedback in any manner without any obligation, royalty or restriction based on intellectual property rights or otherwise. No Feedback will be considered your Confidential Information, and nothing in these Terms limits our right to independently use, develop, evaluate, or market products or services, whether incorporating Feedback or otherwise.

12. Confidentiality.

Except as otherwise set forth in these Customer Terms, each party agrees that all code, inventions, images, text, graphics, know-how and business, technical and financial information disclosed to such party (“Receiving Party”) by the disclosing party ("Disclosing Party") constitute the confidential property of the Disclosing Party (“Confidential Information”), provided that it is identified as confidential at the time of disclosure or should be reasonably known by the Receiving Party to be confidential or proprietary due to the nature of the information disclosed and the circumstances surrounding the disclosure. All Emmetros Content and any performance information relating to the MemorySparx Services will be deemed our Confidential Information without any marking or further designation. Except as expressly authorized herein, the Receiving Party will (1) hold in confidence and not disclose any Confidential Information to third parties and (2) not use Confidential Information for any purpose other than fulfilling its obligations and exercising its rights under these Customer Terms. The Receiving Party may disclose Confidential Information to its employees, agents, contractors and other representatives having a legitimate need to know, provided that they are bound to confidentiality obligations no less protective of the Disclosing Party than this Section 12 and that the Receiving Party remains responsible for compliance by them with the terms of this Section 12. The Receiving Party's confidentiality obligations will not apply to information which the Receiving Party can document: (i) was rightfully in its possession or known to it prior to receipt of the Confidential Information; (ii) is or has become public knowledge through no fault of the Receiving Party; (iii) is rightfully obtained by the Receiving Party from a third party without breach of any confidentiality obligation; or (iv) is independently developed by employees of the Receiving Party who had no access to such information. The Receiving Party may also disclose Confidential Information if so required pursuant to a regulation, law or court order (but only to the minimum extent required to comply with such regulation or order and with advance notice to the Disclosing Party). The Receiving Party acknowledges that disclosure of Confidential Information would cause substantial harm for which damages alone would not be a sufficient remedy, and therefore that upon any such disclosure by the Receiving Party the Disclosing Party will be entitled to appropriate equitable relief in addition to whatever other remedies it might have at law.

13. Term and termination.

13.1. Term. These Customer Terms are effective as of the Effective Date and expire on the date of expiration or termination of the current Contract Term as set forth in the applicable Sales Contract and pursuant to Section 6.2 (Renewals).

13.2. Termination for Cause. Either party may terminate these Customer Terms (including all related Sales Contracts and Terms of Service for Users) if the other part (a) fails to cure any material breach of these Customer Terms within thirty (30) days after notice; (b) ceases operation with a successor; or (c) seeks protection under any bankruptcy, receivership, trust deed, creditors’ arrangement, composition or comparable proceeding, or if any such proceeding is instituted against that party (and not dismissed within sixty (60) days thereafter).

13.3. Termination for Convenience. You may choose to stop using the MemorySparx Services and terminate these Customer Terms (including all related Sales Contracts and Terms of Service for Users) at any time for any reason upon written notice to us, but, unless you are exercising your right to terminate early pursuant to Section 6 (Our return policy), upon any such termination (i) you will not be entitled to a refund of any pre-paid fees; and (ii) if you have not already paid all applicable fees for the then-current Contract Term or related services period (as applicable), any such fees that are outstanding will become immediately due and payable.

13.4. Effects of Termination. Upon any expiration or termination of these Customer Terms, you must cease using all MemorySparx Services and delete (or at our request, return) all Confidential Information or other materials of ours in your possession, including on any third-party systems operated on your behalf. You will certify such deletion upon our request. You will not have access to your Customer Data (and we may delete all of your Customer Data unless legally prohibited) after expiration or termination of these Customer Terms (or its applicable Contract Term). If you terminate these Customer Terms in accordance with Section 13.2 (Termination for Cause), then we will refund you any prepaid fees covering the remainder of the then-current Contract Term after the effective date of termination. If we terminate these Customer Terms in accordance with Section 13.2 (Termination for Cause), you will pay any unpaid fees covering the remainder of the then-current Contract Term after the effective date of termination. In no event will termination relieve you of your obligation to pay any fees payable to us for the period prior to the effective date of termination. Except where an exclusive remedy may be specified in these Customer Terms, the exercise by either party of any remedy, including termination, will be without prejudice to any other remedies it may have under these Customer Terms, by law or otherwise.

13.5. Survival. The following provisions will survive any termination or expiration of these Customer Terms: Sections 2.5 (Restrictions), 6.4 (Payment), 8 (Taxes not included), 10 (Services at no charge) (disclaimers and use restrictions only), 11 (Intellectual Property and Feedback), 12 (Confidentiality), 13 (Term and Termination), 14.3 (Warranty Disclaimer), 15 (Your Indemnity) (but solely with respect to claims arising from your use of the MemorySparx Services during all Contract Terms), 16 (Limitations of Liability) and 19 (General Terms).

14. Warranties and Disclaimer.

14.1. Mutual Warranties. Each party represents and warrants that it has the legal power and authority to enter into these Customer Terms.

14.2. Our Warranties. We warrant, for your benefit only, that we use commercially reasonable efforts to prevent introduction of viruses, Trojan horses or similar harmful materials into the MemorySparx Services (but we are not responsible for harmful materials submitted by you or Authorized Users) (the “Performance Warranty”).

14.3. Warranty Disclaimer. You expressly understand and agree that your downloading and use of the MemorySparx Services and anything obtained through the MemorySparx Services is at your sole risk. The MemorySparx Services and Additional Services, including, without limitation, any Emmetros Content, are provided on an “as is”, “as available” basis, with all faults and without warranty of any kind, to the maximum extent permitted by law. To the maximum extent permissible by law, you expressly understand and agree that neither Emmetros nor any of its directors, officers, employees, managers, service providers or agents (collectively, the “Emmetros Parties”) make any representations or warranties or conditions or endorsements of any kind whatsoever, express or implied, as to: (a) the MemorySparx Services; (b) Additional Services; (c) the Emmetros Content; or (d) security associated with the transmission of information to Emmetros Parties or via the MemorySparx Services. In addition, the Emmetros Parties hereby expressly disclaim all warranties, representations and conditions of any kind, express, implied or statutory, including, but not limited to, the warranties and conditions of merchantability, satisfactory quality, accuracy, quiet enjoyment, fitness for a particular purpose and non-infringement. No information or advice given by Emmetros Parties or its/their authorized representatives shall create a warranty, condition or endorsement. If the MemorySparx Services are defective, you assume the entire cost of all necessary servicing, repair, or correction. The Emmetros Parties do not represent or warrant that the MemorySparx Services will be error-free or uninterrupted; that defects will be corrected; or that the MemorySparx Services or the server that makes the MemorySparx Services available is free from any harmful components, including, without limitation, viruses. The Emmetros Parties do not make any representations or warranties that the information (including any instructions) on the MemorySparx Services is accurate, complete, or useful. You acknowledge that your use of the MemorySparx Services is at your sole risk. The Emmetros Parties do not warrant that your use of the MemorySparx Services is lawful in any particular jurisdiction, and the Emmetros Parties specifically disclaim such warranties. Some jurisdictions limit or do not allow the disclaimer of implied or other warranties so the above disclaimer may not apply to you to the extent such jurisdiction’s law is applicable to you and these terms of use. Your use of the MemorySparx Services, anything obtained through the MemorySparx Services, is at your own discretion and risk and you are solely responsible for any damage to your device’s operating system, mobile device, or other device, or loss of data that results from such use. The Emmetros Parties do not endorse content and specifically disclaim any responsibility or liability to any person or entity for any loss, damage (whether actual, consequential, punitive or otherwise), injury, claim, liability or other cause of any kind or character based upon or resulting from any content and the reliance, detrimental or otherwise, upon same.

14.4. Your Warranties. By accessing or using the MemorySparx Services you represent and warrant that your activities are lawful in every jurisdiction where you access or use the MemorySparx Services.

15. Your Indemnity.

You agree to defend, indemnify and hold the Emmetros Parties harmless from and against any claims, liabilities, damages, losses, and expenses, including without limitation, reasonable attorney's fees and costs, arising out of or in any way connected with any of the following (including as a result of your direct activities on the MemorySparx Services or those conducted on your behalf): (a) your access to or use of the MemorySparx Services; (b) your breach or alleged breach of the Contract; (c) Customer Data, Feedback, or access to or use of the services; (d) your violation of any third-party right, including without limitation, any intellectual property right, publicity, confidentiality, property or privacy right; (e) your violation of any Laws; or (f) any misrepresentation made by you.

16. Limitations of Liability.

16.1. Consequential Damages Waiver. Under no circumstances will the Emmetros Parties be liable to you under any theory of liability (whether contract, tort (including negligence), common, civil or regulatory law (including privacy) or otherwise) for any loss or damages of any kind (including, without limitation, for any direct, indirect, economic, exemplary, special, punitive, incidental or consequential losses or damages) that are directly or indirectly related to: (a) the MemorySparx Services; (b) Emmetros Content; (c) any Customer Data; (d) your use of, inability to use, or the performance of the MemorySparx Services; (e) any action taken in connection with an investigation by the Emmetros Parties or law enforcement authorities regarding your or any other party's use of the MemorySparx Services; (f) any action taken in connection with copyright or other intellectual property owners; (g) any errors or omissions in the operation of the MemorySparx Services; or (h) any damage to any user's computer, mobile device, or other equipment or technology including, without limitation, damage from any security breach or from any virus, bugs, tampering, fraud, error, omission, interruption, defect, delay in operation or transmission, computer line or network failure or any other technical or other malfunction, including, without limitation, damages for lost profits, loss of goodwill, loss of data, work stoppage, accuracy of results, or computer failure or malfunction, even if foreseeable or even if the Emmetros Parties have been advised of or should have known of the possibility of such damages, whether in an action of contract, negligence, strict liability or tort (including, without limitation, whether caused in whole or in part by negligence, acts of god, telecommunications failure, or theft or destruction of MemorySparx). In no event will the Emmetros Parties be liable to you or anyone else for loss, damage or injury, including, without limitation, death or personal injury. Some states do not allow the exclusion or limitation of incidental or consequential damages, so the above limitation or exclusion may not apply to you.

16.2. Liability Cap. In no event will the Emmetros Parties’ total liability to you for all damages, losses or causes or action exceed the total amount you paid to Emmetros in the one hundred and eighty (180) days immediately preceding the date on which you first assert any such claim.

16.3. Liability for Acts or Omissions. You agree that in the event you incur any damages, losses or injuries that arise out of Emmetros acts or omissions, the damages, if any, caused to you are not irreparable or sufficient to entitle you to an injunction preventing any exploitation of any web site, services, property, product or other content owned or controlled by the Emmetros Parties, and you will have no rights to enjoin or restrain the development, production, distribution, advertising, exhibition or exploitation of any web site, property, product, services, or other content owned or controlled by the Emmetros Parties.

16.4. Liability for Third Parties. Emmetros is not responsible for the actions, content, information, or data of third parties, and you release us, our directors, officers, employees, and agents from any claims and damages, known and unknown, arising out of or in any way connected with any claim you have against any such third parties.

17. Changes to these Customer Terms.

17.1. We may modify the terms and conditions of these Customer Terms from time to time by posting the modified Customer Terms on our website. Customer Terms on our website will specify the effective date of the modifications.

17.2. No-Charge Services. You must accept the modifications to continue using the No-Charge Services. If you object to the modifications, your exclusive remedy is to cease using the No-Charge Services.

17.3. Paid Subscriptions. Except as otherwise indicated below, modifications to these Customer Terms will take effect at the next renewal of your Contract Term and will automatically apply as of the renewal date unless you elect not to renew pursuant to Section 5.2 (Renewals). Notwithstanding the foregoing, in some cases (e.g., to address compliance with Laws, or as necessary for new features) we may specify that such modifications become effective during your then-current Contract Term. If the effective date of such modifications is during your then-current Contract Term and you object to the modifications, then (as your exclusive remedy) you may terminate your affected Sales Contract upon notice to us, and we will refund you any fees you have pre-paid for use of the affected MemorySparx Services for the terminated portion of the applicable Contract Term. To exercise this right, you must provide us with notice of your objection and termination within thirty (30) days of us providing notice of the modifications. For the avoidance of doubt, any Sales Contract is subject to the version of these Customer Terms in effect at the time of the Sales Contract.

17.4. Our Policies. We may modify our Terms of Service for Users and Privacy Policy (“Our Policies”) to take effect during your then-current Contract Term in order to respond to changes in our products, our business, or any applicable Laws. In this case, unless required by Laws, we agree not to make modifications to Our Policies that, considered as a whole, would substantially diminish our obligations during your then-current Contract Term. Modifications to Our Policies will take effect automatically as of the effective date specified for the updated policies.

18. Changes to the MemorySparx Services.

You acknowledge that the MemorySparx Services are on-line, subscription-based services, and that in order to improve customer experience we may make changes to the MemorySparx Services and the Documentation. Subject to our obligation to provide the MemorySparx Services and Additional Services under existing Sales Contracts, we can discontinue any MemorySparx Services, any Additional Services, or any portion or feature of any MemorySparx Services for any reason at any time without liability to you.

19. General terms.

19.1. The failure of Emmetros to enforce any right or provision of these Customer Terms shall not be deemed to be a waiver of such right or provision.

19.2. Entire Agreement. These Customer Terms and applicable Sales Contract(s), together with any supplemental rules and regulations, such as the Privacy Policy, are the entire and exclusive agreement between Emmetros and you regarding the use of the MemorySparx Services and shall supersede and replace any prior agreements between Emmetros and you regarding the use of the MemorySparx Services.  In the event that any provision of these Customer Terms is held to be invalid or unenforceable, the remaining provisions of these Customer Terms shall remain in full force and effect.

19.3. Country of Origin. Emmetros operates the MemorySparx Services from Canada. You are only allowed to access the MemorySparx Services if you are entitled to enter into a binding contract with Emmetros and are not a person barred from accessing the MemorySparx Services according to the applicable law.  You undertake to access the MemorySparx Services solely in compliance with these Customer Terms and all applicable rules and regulations. The MemorySparx Services is not directed to any person to whom (by reason of such person’s nationality, residence or otherwise) the publication or availability of the MemorySparx Services is prohibited.  Persons to whom such restrictions apply must not access the MemorySparx Services. If you choose to access the MemorySparx Services from outside Canada you are solely responsible for compliance with any applicable local laws.

19.4. Dispute Resolution. The Contract is governed by, and interpreted in accordance with, the laws of the Province of Ontario and the federal laws of Canada without regard to their conflicts of laws provisions. Any dispute relating to these Customer Terms and/or the MemorySparx Services shall be resolved in the Ontario Superior Court of Justice, sitting in Toronto Ontario, Canada, and you hereby irrevocably consent and attorn to the exclusive jurisdiction of that Court. To the extent permitted by law, you agree that any disputes, claims and causes of action arising out of or connected with the MemorySparx Services and/or these Customer Terms, will be resolved individually, without resort to any form of class action.

19.5. Relationship of the Parties. The parties are independent contractors. These Customer Terms will not be construed as constituting either party as a partner of the other or to create any other form of legal association that would give either party the express or implied right, power or authority to create any duty or obligation of the other party.

19.6. Publicity Rights. We may identify you as our customer in our promotional materials. We will promptly stop doing so upon your request sent to privacy@emmetros.com.

19.7. Force Majeure. Neither party will be liable to the other for any delay or failure to perform any obligation under these Customer Terms (except for a failure to pay fees) if the delay or failure is due to events which are beyond the reasonable control of such party, such as a strike, blockade, war, act of terrorism, riot, natural disaster, failure or diminishment of power or telecommunications or data networks or services, or refusal of a license by a government agency.

19.8. Communication. You agree that we can communicate with you by email as per conditions outlined in the Privacy Policy.

If you have any questions about these Customer Terms, please contact us at privacy@emmetros.com or contact us by mail at:

Emmetros Limited
Accelerator Centre, West Entrance
295 Hagey Blvd.
Waterloo, ON, N2L 6R5
Canada

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Terms of Service for Users

Effective: December 12, 2018. 

Emmetros Limited of Ontario, Canada (“Emmetros”, “we”, “our” or “us”) provides services to help store, manage, access, and communicate information related to your care or the care of your children, parents, and other persons under your care or under care by your employer (the “MemorySparx Services”). We do this through our website (the “Site”). These Terms of Service for Users (“User Terms”) govern your access to and use of the MemorySparx Services via the Site, and form a binding contract between you and Emmetros. 

You indicate your assent to these User Terms and our Privacy Policy by clicking on ‘Sign up’ (or similar button or checkbox) at the time you create a MemorySparx Services account. These User Terms are effective as of the date you first click on ‘Sign up’ (or similar button or checkbox) or use or access the MemorySparx Services, whichever is earlier. If you do not agree to these User Terms, in whole or in part, you are not authorized to continue accessing the MemorySparx Services. Violation of these User Terms may, at our sole discretion, result in suspension or termination of your access to the MemorySparx Services.  

Your account is procured through a Sales Contract (defined below) between Emmetros and an organization or entity referred to as the Customer (defined below). The Customer agrees to the Terms of Service for Customers which governs the management of your account, your use of the MemorySparx Services, and all content that you provide to the MemorySparx Services. The Customer controls your use of the MemorySparx Services, including but not limited to adding or removing you from the MemorySparx Services and managing permissions. The Customer owns all content that you submit or upload to the MemorySparx Services and this content may be retained, accessed, used, modified, shared, or removed by us. You acknowledge that your account and content can become managed by the Customer as described in our Terms of Service for Customers.

For more information on the MemorySparx Services, refer to the “Documentation” which can be obtained through our website www.memorysparx.com.  

It is important to consult a medical professional for medical care and advice to help you make informed medical decisions. Information available through the MemorySparx Services is of a general nature, is not medical advice, and should not be relied upon as a substitute for the expertise and judgment of any doctor, pharmacist or other healthcare professional.  Making a reliable medical diagnosis, treating any medical condition, and administering any drug therapy require the involvement of independent informed healthcare professionals.  In case of any specific questions regarding the treatment and care of a medical condition, contact a professional healthcare provider. 

1. Customer rights and obligations.

1.1.  The Customer.  You have been invited to join the MemorySparx Services that have been procured through a “Sales Contract” (defined as the agreement by which we agree to offer MemorySparx Services accounts to the Customer subject to conditions agreed to by the Customer in order to procure MemorySparx Services accounts) between Emmetros and an organization or individual who is referred to as the “Customer”. A representative of the Customer has created one or more “Care Circles”, each defined as the MemorySparx Services space where a group of individuals may access the MemorySparx Services relating to the care of a single person known as a “Care Recipient”. If you are invited to a Care Circle by someone within your organization of employment, for example, the Customer may be your employer. If you are invited to a Care Circle relating to your care or the care of someone you know who is cared for by an organization, for example, the Customer may be the organization responsible for providing the care. Representatives of the Customer have certain rights and controls which may include creating, deprovisioning, monitoring or modifying Care Circles; designating and reassigning management responsibility over Care Circles; setting permissions relating to the MemorySparx Services for individuals within Care Circles. Refer to the Terms of Service for Customers for additional information on the rights and controls of the Customer.  

1.2.  An Authorized User. The Customer has separately agreed to our Sales Contract and Terms of Service for Customers that permit the Customer to create and configure a Care Circle so that you and others could be invited. Each invitee who clicks on ‘Sign up’ during the account creation process, including you, is an “Authorized User”. An Authorized User has certain rights and controls which may include submitting content to the MemorySparx Services; accessing some or all Customer Data (defined below) relating to the Care Recipient, including content that is added by other members of the Care Circle; and inviting other individuals to join the Care Circle. Representatives of the Customer may change the rights and controls of an Authorized User within the Care Circle at any time. Refer to the Documentation for additional information on the rights and controls of an Authorized User and instructions for tasks available to an Authorized User. 

1.3. Customer Data. When any Authorized User submits content or information to the MemorySparx Services, such as chat messages, photos, captions, notes, voice recordings, and entries (collectively, “Customer Data”), you acknowledge and agree that this Customer Data is owned by the Customer and the Customer may exclusively provide us with instructions on what to do with it. For example, the Customer may provision or deprovision access to the MemorySparx Services, enable or disable third party integrations, manage permissions, retention and export settings, or transfer or assign Customer Data. These choices and instructions may result in the access, use, disclosure, modification, or deletion of certain or all Customer Data. Refer to the Documentation for more information about these choices and instructions. 

1.4. Customer Obligations Related to Customer Data. As between us and the Customer, you as an Authorized User agree that it is solely the Customer’s responsibility to (a) inform you of any relevant Customer policies and practices and any settings that may impact the processing of Customer Data; (b) obtain any rights, permissions or consents from you that are necessary for the lawful use of Customer Data and the operation of the MemorySparx Services; (c) ensure that the transfer and processing of Customer Data is lawful; and (d) respond to and resolve any dispute with you relating to or based on Customer Data, the MemorySparx Services or the Customer’s failure to fulfill these obligations. We make no representations or warranties of any kind, whether express or implied, to you relating to the MemorySparx Services, which are provided to you on an “as-is” and “as-available” basis. 

1.5. Customer Obligations Related to Care Recipient Consent. As between us and the Customer, you as an Authorized User agree that it is solely the Customer’s responsibility to obtain and maintain all consents from a Care Recipient to allow (i) Emmetros to provision a Care Circle relating to him/her; and (ii) Emmetros to grant the Customer and designated Authorized Users access to the Care Recipient’s Care Circle as described in these Terms of Service for Customers and the Privacy Policy. An individual designated as a Power of Attorney may provide consents on behalf of the Care Recipient when that individual has the legal power to do so. If you are the Care Recipient, the Customer will provide you or your legal designate evidence of such consents upon any reasonable request. 

2. Basic account terms. 

2.1.  Access to the MemorySparx Services. Subject to these User Terms and during the “Contract Term” which is specified in the applicable Sales Contract with Customer, you may access and use the MemorySparx Services for your own business purposes or personal use, as applicable, all in accordance with these User Terms, Terms of Service for Customers, the applicable Sales Contract and the Documentation. This includes the right, as part of your authorized use of the MemorySparx Services, to download and use the client software associated the MemorySparx Services. The rights granted to you in this Section 2.1 are non-exclusive, non-sublicensable and non-transferable. 

2.2.  Representation. To use the MemorySparx Services, you represent that: (a) you are age of majority; (b) you are the intended recipient of an invitation to the MemorySparx Services; (c) you agree to these User Terms; (d) you have the legal right and capacity to enter into this agreement in your jurisdiction; (e) you have not been previously banned by Emmetros; and (f) you will not impersonate or misrepresent your identity or your affiliation with another person or entity. You may not access or use the MemorySparx Services for any purpose if any of the representations in the preceding sentence is not true.  

2.3.  Internet Technology. You will need compatible hardware, software and internet access. Emmetros is not responsible for any fees necessary for you to connect to the internet and app stores or for data or mobile usage to access and use the Site for the MemorySparx Services. 

2.4.  Credentials. When you accept an invitation to the MemorySparx Services, you choose to create an account and we require you to provide information about yourself, including your name, email address, and a password. Your personal information will be used in accordance with our Privacy Policy. If you would like to update your name, email address, or password, you may do so by changing the information within a MemorySparx account management screen or by notifying us at support@memorysparx.com. You must keep your password strictly confidential and do not disclose it to any third party. You must notify us immediately upon becoming aware of any breach of security or unauthorized use of your account. 

2.5.  Termination. Emmetros or the Customer may terminate these User Terms (including all related Sales Contracts and Terms of Service for Customers) at the expiration or termination of the current Contract Term or for reasons of cause or convenience pursuant to Terms of Service for Customers Section 13. Upon expiration or termination of these User Terms, you must cease using all MemorySparx Services and delete (or at our request, return) all Confidential Information (defined in Terms of Service for Customers Section 12) or other materials of ours in your possession, including on any third-party systems operated on your behalf. You will certify such deletion upon our request. You will not have access to Customer Data (and we may delete all of your Customer Data unless legally prohibited) after expiration or termination of the Terms of Service for Customers (or its applicable Contract Term). 

2.6.  Feedback. From time to time, you may choose to submit Feedback to us. “Feedback” means ratings, comments, questions, ideas, suggestions, or other feedback relating to the MemorySparx Services or other services we provide. If you provide us any Feedback there is a chance we will use it, so the Customer grants us, on your behalf, an unlimited, irrevocable, perpetual, sublicensable, transferable, royalty-free license to use Feedback for any purpose without any obligation or compensation to the Customer or you. We appreciate all feedback. 

Please review our Privacy Policy for more information on how we collect and use data relating to the use and performance of our MemorySparx Services and websites. 

3. Acceptable Use Policy. 

At Emmetros, our goal is to deliver services for you, your loved one, and other partners in care to enable trusted care relationships and improve communication and collaboration for the betterment of care and well-being of an individual. To do this, we need help from you, our users, to not misuse or abuse the MemorySparx Services.  

To describe exactly what we mean by “misuse” or “abuse” - and help us identify such transgressions, and react accordingly – we’ve created these acceptable use guidelines. Under these guidelines, we reserve the right to remove Authorized Users or Customer Data that are inconsistent with the goal of the services that we wish to provide, even if it’s not forbidden by the letter of the policy.  

Remembering that the nature of our services may involve sensitive and private data and information related to the care of an individual, use good judgement when submitting content, accessing content added by other members of a Care Circle, and inviting new individuals to join a Care Circle.  

Here’s what we won’t allow: 

3.1.  Disruption

  • Compromising the integrity of our systems. This could include probing, scanning, or testing the vulnerability of any system or network that hosts our services. 

  • Tampering with, reverse-engineering, or hacking our services, circumventing any security or authentication measures, or attempting to gain unauthorized access to the services, related systems, networks, or data 

  • Modifying, disabling, or compromising the integrity or performance of the services or related systems, network or data 

  • Deciphering any transmissions to or from the servers running the services 

  • Overwhelming or attempting to overwhelm our infrastructure by imposing an unreasonably large load on our systems that consume extraordinary resources (CPUs, memory, disk space, bandwidth, etc.), such as: 

    • Using “robots”, “spiders”, “offline readers”, or other automated systems to sends more request messages to our servers than a human could reasonably send in the same period of time by using a normal browser 

    • Going far beyond the use parameters for any given service as described in its corresponding documentation 

    • Consuming an unreasonable amount of storage for music, videos, etc., in a way that is unrelated to the purposes for which the services were designed 

3.2.  Wrongful Activities

  • Misrepresentation of yourself, or disguising the origin of any content (including by “spoofing”, “phishing”, manipulating headers or other identifiers, impersonating anyone else, or falsely implying any sponsorship or association with Emmetros or any third party) 

  • Using the services to violate the privacy of others, including publishing or posting other people's private and confidential information unrelated to their care and well-being without their express permission, or collecting or gathering other people’s personal information (including account names or information) from our services 

  • Using our services to stalk, harass, or post direct, specific threats of violence against others 

  • Using the MemorySparx Services for any illegal purpose, or in violation of any laws (including without limitation data, privacy, and export control laws) 

  • Accessing or searching any part of the services by any means other than our publicly supported interfaces (for example, “scraping”) 

  • Using meta tags or any other “hidden text” including Emmetros product names or trademarks 

3.3. Inappropriate Communications

  • Using the services to generate or send unsolicited communications, advertising, chain letters, or spam 

  • Soliciting our users for commercial purposes, unless expressly permitted by Emmetros

  • Disparaging Emmetros or our partners, vendors, or affiliates 

  • Promoting or advertising products or services other than your own without appropriate authorization 

3.4.  Inappropriate Content

  • Posting, uploading, sharing, submitting, or otherwise providing content that: 

    • Infringes Emmetros’ or a third party’s intellectual property or other rights, including any copyright, trademark, patent, trade secret, moral rights, privacy rights of publicity, or any other intellectual property right or proprietary or contractual right

    • You don’t have the right to submit

    • Is deceptive, fraudulent, illegal, obscene, defamatory, libelous, threatening, harmful to minors, pornographic, indecent, harassing, hateful

    • Encourages illegal or tortious conduct or that is otherwise inappropriate

    • Attacks others based on their race, ethnicity, national origin, religion, sex, gender, sexual orientation, disability, or medical condition

    • Contains viruses, bots, worms, scripting exploits, or other similar materials

    • Is intended to be inflammatory

    • Could otherwise cause damage to Emmetros or any third party

4. Changes to these User Terms. 

We may modify these User Terms or any additional terms that apply to the MemorySparx Services, for example, to reflect changes to the law or changes to the MemorySparx Services.  We will post the modified User Terms on our website which will specify the effective date of the modifications. You should look at the User Terms regularly. If you do not agree to any changes we make, you should cease using the MemorySparx Services, otherwise you consent to these changes by continuing to use the MemorySparx Services. You can cancel your account at any time by contacting us at support@memorysparx.com.  

5. Changes to the MemorySparx Services.  

You acknowledge that the MemorySparx Services are on-line, subscription-based services, and that in order to provide improved customer experience we may make changes to the MemorySparx Services, and we may update related documentation accordingly. Subject to our obligation to provide the MemorySparx Services under existing Sales Contracts, we can discontinue any MemorySparx Services or any portion or feature of any MemorySparx Services for any reason at any time without liability to you. 

6. General terms. 

6.1.  The failure of Emmetros to enforce any right or provision of these User Terms shall not be deemed to be a waiver of such right or provision. 

6.2.  Entire AgreementThese User Terms together with the Privacy Policy are the entire and exclusive agreement between Emmetros and you regarding the use of the MemorySparx Services and shall supersede and replace any prior agreements between Emmetros and you regarding the use of the MemorySparx Services.  In the event that any provision of these User Terms is held to be invalid or unenforceable, the remaining provisions of these User Terms shall remain in full force and effect. 

6.3.  Country of OriginEmmetros operates the MemorySparx Services from Canada. You are only allowed to access the MemorySparx Services if you are entitled to enter into a binding contract with Emmetros and are not a person barred from accessing the MemorySparx Services according to the applicable law. You undertake to access the MemorySparx Services solely in compliance with these User Terms and all applicable rules and regulations. The MemorySparx Services is not directed to any person to whom (by reason of such person’s nationality, residence or otherwise) the publication or availability of the MemorySparx Services is prohibited. Persons to whom such restrictions apply must not access the MemorySparx Services. If you choose to access the MemorySparx Services from outside Canada you are solely responsible for compliance with any applicable local laws. 

6.4.  Dispute ResolutionThe Contract is governed by, and interpreted in accordance with, the laws of the Province of Ontario and the federal laws of Canada without regard to their conflicts of laws provisions. Any dispute relating to these User Terms and/or the MemorySparx Services shall be resolved in the Ontario Superior Court of Justice, sitting in Toronto Ontario, Canada, and you hereby irrevocably consent and attorn to the exclusive jurisdiction of that Court. To the extent permitted by law, you agree that any disputes, claims and causes of action arising out of or connected with the MemorySparx Services and/or these User Terms, will be resolved individually, without resort to any form of class action. 

6.5.  Force Majeure. Neither party will be liable to the other for any delay or failure to perform any obligation under these User Terms if the delay or failure is due to events which are beyond the reasonable control of such party, such as a strike, blockade, war, act of terrorism, riot, natural disaster, failure or diminishment of power or telecommunications or data networks or services, or refusal of a license by a government agency. 

6.6.  Communication. You agree that we can communicate with you by email as per conditions outlined in the Privacy Policy

If you have any questions about these User Terms, please contact us at privacy@emmetros.com or contact us by mail at: 

Emmetros Limited
Accelerator Centre, West Entrance
295 Hagey Blvd.
Waterloo, ON, N2L 6R5
Canada

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Privacy Policy

Effective: December 12, 2018. 

What this policy covers 

Your privacy is important to us, and so is being transparent about what we collect and how we use, share, secure, and control information about you. This policy is intended to help you understand: 

 .

Emmetros Limited of Ontario, Canada (“Emmetros”, “we”, “our” or “us”) provides this Privacy Policy to inform you of our policies and procedures regarding the collection, use and disclosure of personal information we receive from users of our website (“Site”) and our proprietary set of services made available through the same (the “MemorySparx Services”). We refer to the Site and the MemorySparx Services collectively as the “Services” in this policy.  

This policy also explains your choices about how we use information about you. Your choices include how you can object to certain uses of information about you and how you can access and update certain information about you. By using or accessing the Services, you signify your agreement with this Privacy Policy. If you do not agree with this policy, do not access or use the Services or interact with any other aspect of our business.  

When the Services are made available to you through an organization (for example, your employer or the organization that provides your care), that organization is referred to as the “Customer” which controls the contents and uses of the Services. Many of the actions relating to privacy and information that we describe below can be requested through an administrator who is authorized to act on behalf of the Customer. For more information, please see Notice to End Users below. 

What information we collect about you.

We collect information about you when you provide it to us, when you use the Services, and when other sources provide it to us, as further described below. 

Information you provide to us

We collect information about you when you input it into the Services or otherwise provide it directly to us. 

Account and profile information.  We collect information about you when you register for an account or edit your profile or preferences through the Services. For example, you provide your name and email address when you create your account and you change your communication preferences within the Services.   

Content you provide through the Services.  The Services include the MemorySparx Services which collect and store content that you choose to post, send, receive, and share. Examples of content we collect and store include: Day, Life, and Health photos, entries, and voice recordings you create and messages you exchange in Chat.  

The Services also include our websites owned and operated by us which collect content that you choose to submit to these websites. For example, you provide content to us when you fill in web forms or when you participate in any interactive features, surveys, activities or events.  

Information you provide through our support channels.  The Services also include our customer support, where you may choose to submit information regarding a problem you are experiencing with a Service. Whether you speak to one of our representatives directly or otherwise engage with our support team, you will be asked to provide contact information, a summary of the problem you are experiencing, and any other documentation, screenshots or information that would be helpful in resolving the issue. 

Information we collect automatically when you use the Services 

We collect information about you when you use the Services, including browsing our websites and taking certain actions with the Services.  

Your use of the Services.  We collect information about you when you visit and interact with any of the Services. This information includes which features you use; the nature of your interaction these features such as a view, add, edit, or delete; how you interact with others through the Services; and the quantities of your interactions.  

Device and connection information. We collect information about your computer, phone, tablet, or other devices you use to access the Services. This device information includes your connection type and settings when you install, access, update, or use the Services. We also collect information through your device about your operating system, browser type, IP address, URLs of referring/exit pages, device identifiers, and crash data. We use your IP address in order to approximate your location to provide you with a better experience. How much of this information we collect depends on the type and settings of the device you use to access the Services.  

Cookies and other tracking technologies.  We use cookies, crash reports, and other tracking technologies (e.g., web beacons, device identifiers and pixels) to provide functionality and to recognize you across different Services and devices. Some of this information might personally identify you; for example, we might see your name, email address, or location information. Most of the information collected by tracking technology is anonymous, such as the number of visitors to a webpage.  

Information we receive from other sources

We receive information about you from other users of the Services and from our business partners. 

Other users of the Services. Other users of the Services may provide information about you when they submit content through the Services. For example, you may be mentioned in a Day, Life, or Health entry or voice recording; a Chat message; or your image may be added in a photo. We also receive your email address from other Service users when they provide it in order to invite you to the Services. Similarly, an administrator may provide your contact information when they designate you as the Account Manager or Care Manager on your company’s account. 

How we use information we collect.

How we use the information we collect depends in part on which Services you use, how you use them, and any preferences you have communicated to us. Below are the specific purposes for which we use the information we collect about you.  

To provide the Services and enhance your experience: We use information about you to provide the Services to you, including to process transactions with you, authenticate you when you log in, provide customer support, and operate and maintain the Services.  For example, we use the name you provide in your account to identify you to other Service users. Beyond this basic data, we encourage you to get the most out of the Services by providing us with a wide range of information about the Care Recipient at the heart of the Services, be it yourself, your loved one, or another person under your care. When the care team knows more about you, a Care Recipient, such as your likes and dislikes, your personal history, what medical conditions you have, and other information about your schedule, then they can provide better care to you. When the care team communicates more about you, such as your daily activities, updates to your care plan, and observations of your wellness, then other care partners including your loved ones get better visibility and opportunity to participate in your care. You are providing us with this information or this information is being provided on your behalf to enhance your quality of life. The more information that your care team and loved ones provide us, the better the Services can assist you. 

For research and development.  We are always looking for ways to make the Services smarter, faster, and more secure, integrated, and useful to you.  We use collective learnings about how people use the Services and feedback provided directly to us to troubleshoot and to identify trends, usage, activity patterns and areas for integration and improvement of the Services. 

To communicate with you about the Services. We use your contact information to send transactional communications via email and within the Services, including resetting your password, responding to your comments, questions and requests, providing customer support, and sending you technical notices, updates, security alerts, and administrative messages. We may also send you communications as you onboard to a particular Service to help you become more proficient in using that Service. These communications are part of the Services and in most cases, you cannot opt out of them. If an opt out is available, you will find that option within the communication itself or as a checkbox in the personal account management screen within the Services. 

To market, promote and drive engagement with the Services.  We use your contact information and information about how you use the Services to send promotional communications that may be of specific interest to you via email.  These communications are aimed at driving engagement and maximizing what you get out of the Services, including information about new features, survey requests, newsletters, and events we think may be of interest to you. We may also communicate with you about new product offers, promotions and contests.  You can control whether you receive these communications as described below under "Opt out of communications." 

Customer support.  We use your information to resolve technical issues you encounter, to respond to your requests for assistance, to analyze crash information, and to repair and improve the Services. 

For safety and security.  We use information about you and your use of the Services to verify accounts and activity, to monitor suspicious or fraudulent activity, and to identify violations of Service policies.  

To protect our legitimate business interests and legal rights.  Where required by law or where we believe it is necessary to protect our legal rights and interests and the interests of others, we use information about you in connection with legal claims, compliance, regulatory, and audit functions, and disclosures in connection with the acquisition, merger or sale of a business.   

With your consent. We use information about you where you have given us consent to do so for a specific purpose not listed above.  For example, we may publish featured customer stories to promote the Services, with your permission. 

How we share information we collect.

Sharing with other Service users.  A Care Recipient experiences the benefits of the Services when their care team and loved ones communicate and collaborate about their care and well-being. This is done by sharing information through the Services among members of a Care Recipient’s Care Circle. The Customer who procures the subscription and creates a Care Circle for a Care Recipient is responsible for ensuring that the Care Recipient or their legal designate such as a Power of Attorney authorizes the members of the Care Circle, thereby acknowledging that those members can view the Care Recipient’s information. An administrator, such as the Care Manager, is able to set permissions that restrict access to some content for any members of the Care Circle. We share the Care Recipient’s information through the Services among all authorized members of a Care Recipient’s Care Circle as per the designated permissions.  

Managed accounts and administrators.  If you access the Services using an email address with a domain that is owned by your employer or organization, certain information about you including your name, content, and past use of your account may become accessible to that organization’s administrator and other Service users sharing the same domain. If you are an administrator for a particular site or group of users within the Services, for example, an Account Manager or Care Manager, we may share your contact information with current or past users of the Services for the purpose of facilitating Service-related requests.  

Sharing with third parties.  Non-personally identifying information or aggregate information may be shared with any number of parties, provided that such information shall not specifically identify you. We may also use tracking information and other non-personally identifying information for the purposes described in this Privacy Policy, such as to serve interest-based advertising content to you and for any other business purposes permitted by law. We may permit our vendors and subcontractors to access your personally identifiable information, but they are only permitted to do so in connection with performing services for us. They are not authorized by us to use the information for their own benefit. We will not sell, rent or otherwise make available any of your information to any third parties without your consent, except as otherwise allowed under this Privacy Policy or required by law.  

Links to third-party sites.  The Services may include links that direct you to other websites or services whose privacy practices may differ from ours. If you submit information to any of those third-party sites, your information is governed by their privacy policies, not this one. We encourage you to carefully read the privacy policy of any website you visit. 

Compliance with enforcement requests and applicable laws and enforcement of our rights.  In exceptional circumstances, we may share information about you with a third party if we believe that sharing is reasonably necessary to (a) comply with any applicable law, regulation, legal process or governmental request, including to meet national security requirements; (b) enforce our agreements, policies and Terms of Service; (c) protect the security or integrity of our products and services; (d) protect Emmetros, our customers, our users, or the public from harm or illegal activities; or (e) respond to an emergency which we believe in good faith requires us to disclose information to assist in preventing the death or serious bodily injury of any person.  

How we store and secure information we collect.

Information storage and security 

We are committed to maintaining the security of your data and the availability of the Services. We invite you to read our Security Overview that highlights some of our safeguards. Although we have implemented these safeguards, no security system is impenetrable and we cannot guarantee that your data, while being transmitted through the Internet or while stored on our systems or otherwise in our care, is absolutely safe from intrusion by others. Your personal information and other data may be lost during transmission or may be accessed by unauthorized parties.  We do not accept any liability for direct or indirect losses as regards the security of your personal information during its transfer via the Internet.  

How long we keep information 

How long we keep information we collect about you depends on the type of information, as described in further detail below.  After such time, we will either delete or anonymize your information or, if this is not possible (for example, because the information has been stored in backup archives), then we will securely store your information and isolate it from any further use until deletion is possible.   

Account information.  We retain your account information for as long as your account is active and a reasonable period thereafter in case you decide to reactivate the Services. We also retain some of your information as necessary to comply with our legal obligations, to resolve disputes, to enforce our agreements, to support business operations, and to continue to develop and improve the Services. Where we retain information for Service improvement and development, we take steps to eliminate information that directly identifies you, and we only use the information to uncover collective insights about the use of the Services, not to specifically analyze personal characteristics about you.   

Information you share on the Services.  If your account is deactivated or disabled, some of your information and the content that you have provided will remain in order to allow other members of your Care Circle(s) to make full use of the Services. For example, we continue to display the content that you provided relating to a Care Recipient to existing users in that Care Recipient’s Care Circle who have appropriate permissions.  

Managed accounts.  If the Services are made available to you through an organization (e.g., your employer or the organization that provides your care), we retain your information at least as long as required by the administrator of your account.  For more information, see ‘Managed accounts and administrators’ above. 

Marketing information.  If you have elected to receive marketing emails from us, we retain information about your marketing preferences for a reasonable period of time from the date you last expressed interest in the Services, such as when you last opened an email from us or ceased using your account. We retain information derived from cookies and other tracking technologies for a reasonable period of time from the date such information was created.    

How to access and control your information.

You have certain choices available to you when it comes to your information. Below is a summary of those choices, how to exercise them and any limitations. 

Care Recipient choices.  If you are a Care Recipient, the Terms of Service for Customers grants you the right to authorize the choice of members within your Care Circle, who each will have access to current and future information added within your Care Circle. You can see a list of members at any time through the Members screen within your account or the account of any member of your Care Circle. You can request a change to the choice of members within your Care Circle at any time by contacting an administrator, such as the Care Manager also named within the list of members. Further, you have the right to request a change to access permissions for some or all members. For example, you can request to restrict a member of your Care Circle from accessing your Health content. Your Power of Attorney can exercise these rights on your behalf when he/she has the legal right to do so.  

Customer and user choices.  If the Services are made available to you through an organization, then that organization (known as the Customer) has the ownership and rights to all information that is added through your account and the accounts of the other members within the same Care Circle(s). The Customer has the right to request a copy of this information from us and the right to request the correction, deletion, or restriction, or export of this information. If you wish to request access, correction, deletion, restriction, or export of any of this data, you may contact an administrator on behalf of the Customer, such as the Care Manager named within the Members screen of your account. We can only execute these requests for you with authorization from the Customer.  

We do not take any responsibility for any consequences of you failing to provide accurate information to the Services or of you failing to keep it up to date.  

Information requests and choices may be limited in certain cases: for example, if fulfilling a request would reveal information about another person, or if you ask to delete information which we or your administrator are permitted by law or have compelling legitimate interests to keep. If you have unresolved concerns, you may have the right to complain to a data protection authority in the country where you live, where you work or where you feel your rights were infringed. 

Access and update your information.  The Services and related Documentation give you the ability to access and update certain information about you from within the Services. For example, you can access and update your name and email address information within the personal account management screen within the Services. 

Deactivate your account.  If you no longer wish to use the Services, you can request to deactivate your account at any time. You can do so by contacting an administrator on behalf of the Customer, such as the Care Manager named within the Members screen of your account. We will deactivate your account following authorization from the Customer. Please be aware that deactivating your account does not delete information that you have previously added to the Services; your information remains visible to other Service users based on your past participation within the Services.  

Request that we stop using your information.  In some cases, you may ask us to stop accessing, storing, using and otherwise processing your information where you believe we don't have the appropriate rights to do so.  For example, if you believe an account was created for you without your permission or you are no longer an active user, you can request that we delete your account as provided in this policy. Where you gave us consent to use your information for a limited purpose, you can contact us to withdraw that consent, but this will not affect any processing that has already taken place at the time. You can also opt-out of our use of your information for marketing purposes by contacting us, as provided below. When you make such requests, we may need time to investigate and facilitate your request. If there is delay or dispute as to whether we have the right to continue using your information, we will restrict any further use of your information until the request is honored or the dispute is resolved, provided your administrator does not object (where applicable) and you should cease using the Services. 

Opt out of communications.  You may opt out of receiving promotional communications from us by using the unsubscribe link within each email, updating your email preferences within the personal account management screen in your account, or by contacting us as at support@memorysparx.com.  Even after you opt out from receiving promotional messages from us, you will continue to receive transactional messages from us regarding the Services. 

Turn off cookie controls.  You can instruct your browser, by changing its options, to stop accepting cookies or to prompt you before accepting a cookie from the websites you visit, If you do not accept cookies, however, you may not be able use all portions or functionalities of the Services.  

Send “Do Not Track” signals.  The Services does not have the capability to respond to “Do Not Track” signals received from various web browsers. 

Data portability.  Data portability is the ability to obtain some of your information in a format you can move from one service provider to another.  Depending on the context, this applies to some of your information, but not to all of your information.  Should you request it, we will provide you with an electronic file of your basic account information.  

How we transfer information we collect internationally.

We may process your information outside the country where you live. By using the Services, you consent to the transfer of information outside the country you live in. You understand that if your information is processed in a foreign country, it may be accessible to law enforcement and national security authorities within that jurisdiction. 

Other important privacy information.

Notice to End Users 

The organization that makes the Services available to you (e.g. your employer or the organization that provides your care) is known as the Customer and is responsible for the Services and usage of the Services which it has procured from us. This will include one or more Care Circles and all activities and information of MemorySparx users within these Care Circles. One or more administrators is given authority to act on behalf of the Customer, for example the designated Account Manager(s) and Care Manager(s) for the Care Circle(s) it has procured. Please direct your data privacy questions or requests to an administrator. Your use of the Services is further subject to the Customers policies. We are not responsible for the privacy or security practices of the Customer which may be different than this policy. 

Administrators are able to: 

  • Restrict, suspend or terminate your access to the Services

  • Access information in and about your account

  • Access or retain information stored as part of your account

  • Invite additional users who can access information about you and information that you add or have previously added to the Services 

  • Restrict, suspend or terminate your account access

  • Restrict your ability to edit, restrict, modify or delete information

Please contact your organization or refer to the organization’s policies for more information. 

Our policy towards children 

The Services are designed for those 13 years of age and older. We do not knowingly collect information from anyone under the age of 13. If we become aware that we have received such information or any information in violation of our policy, we will use reasonable efforts to delete such information. No part of the Services is designed with the purpose of attracting any person under the age of 13. 

Changes to our Privacy Policy 

We may change this Privacy Policy from time to time by posting the modified Privacy Policy on our website www.emmetros.com/legal. The updated Privacy Policy will specify the effective date of the modifications. We encourage you to periodically review the website for the latest information on our privacy practices and the ways you can help protect your privacy. If you disagree with any changes to this Privacy Policy, you need to cease using the Services and deactivate your account(s), as outlined above. 

Governance 

This Privacy Policy shall in all respects be governed by Canadian substantive law. Any dispute arising out of or in connection with this Privacy Policy shall be subject to the exclusive jurisdiction of the courts of Ontario, Canada, and you consent to such jurisdiction of and venue in such courts and waive any objection as to inconvenient forum.  

Contact Us 

If you have questions or concerns about this Privacy Policy please contact us by email at privacy@emmetros.com  or by mail at: 

Emmetros Limited 
Accelerator Centre, West Entrance 
295 Hagey Blvd. 
Waterloo, ON, N2L 6R5 
Canada 

If, having shared your concerns with us, you are still not satisfied, you may file a complaint with the Office of the Privacy Commissioner of Canada by mail at 30 Victoria Street Gatineau, Quebec K1A 1H3 or by calling 1-800-282-1376. 

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Security Overview

Our commitment to you. 

We have carefully designed MemorySparx for you, as you live with a cognitive impairment, and your family members, professional care providers, and organizations who support you every day. We know that our services can enrich your life when your support team shares your personal details and uses these details to collaborate on care. We know that the security of your personal information and the availability of our services are important to you — we are committed to safeguarding these for you and maintaining your trust. We highlight some of our safeguards here, but invite you to contact privacy@emmetros.com if you have additional questions regarding security.

How we protect your data and services. 

  • Your data is always encrypted - when it is transmitted over a public or private network and when it is stored. 

  • We use professionally-managed services to store your data, located in secure storage facilities.  

  • For a person to become a member of your care circle and access your data within MemorySparx, he/she must correctly answer a security question. This security question is intended to be a shared secret that authenticates the person’s identity. 

  • We give you visibility into the list of your care circle members at any time through the Members section within your MemorySparx account. 

  • We can remotely terminate the account of any person who you no longer wish to have access to your data.

  • Authorized members of your support team can decide who needs access to your details in the Health section of MemorySparx and change permissions settings so that members of your care circle who do not need this access do not have it. 

  • We keep detailed access logs that record when anyone in your care circle adds, views, edits, or deletes your data. The person or organization which pays for your account can request this from us at anytime. 

  • We provide an auto time-out feature that automatically signs you out of your MemorySparx account after a period of inactivity to prevent an unauthorized person from accessing your data through your computer or device.  

  • When you and your support team decide to stop using MemorySparx, we will delete all of your personal details from our storage and backup systems.  

  • We place strict controls over our employees’ access to your data. A small number of our employees can access your data to provide you support, for example, in order to diagnose a problem you may have with MemorySparx. These workers are only authorized to access data on that they reasonably must handle in order to provide you the support you need.  

  • Of course, we must comply with valid legal requests, such as a court order, but otherwise we won’t access or disclose your data unless the person or organization which pays for your account tells us to. 

  • We are committed to making MemorySparx a highly-available service that you can count on. Our infrastructure runs on systems that are fault tolerant for failures of individual servers or data centers. These systems are tested and maintained regularly.  

  • Your data is stored redundantly at multiple locations in our hosting provider’s data centers to ensure availability. We have well-tested backup and restoration procedures, which allow recovery from a major disaster. 

If there’s a problem. 

Despite the care we take to secure your data and our services, we need to be ready in case an unforeseen problem arises. Should that happen, we will: 

  • Respond quickly to minimize the impact of the security vulnerability or breach.

  • Notify any affected customers as soon as we understand the scope of the issue. (Please understand that responding to the problem may temporarily take priority over notification.) 

  • Work to understand and fix the root cause of the problem to ensure that it never happens again. 

Reporting a problem. 

If you feel your account may have been compromised, or you discover abuse or misuse of a MemorySparx account, please report it immediately by sending an email to privacy@emmetros.com and we’ll investigate. 

Thank you. 

Thank you for using MemorySparx. We are working very hard to make this the safest place for you. 

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