Terms of Service

 
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Terms of Service

Emmetros Limited Terms of Service last updated on June 18, 2018.

These Terms of Service (the “Terms”) together with the Privacy Policy, govern your access to and use of MemorySparx and Emmetros applications, websites, services, and other digital properties (collectively, “MemorySparx”) operated by Emmetros Limited of Ontario, Canada (“Emmetros”, “we”, “our” or “us”).

It is important to consult a medical professional for medical care and advice to help you make informed medical decisions. Information available at MemorySparx 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 your professional healthcare provider.

Your access to MemorySparx and use of our services is subject to your acceptance of and compliance with these Terms and our Privacy Policy. These Terms apply to all visitors, users and others who access or use MemorySparx. Violation of these Terms may, in our sole discretion, result in suspension or termination of your access to MemorySparx. 

By accessing or using MemorySparx you agree to accept and be bound by these Terms and our Privacy Policy (the “Agreement”) and you accept all legal consequences. If you do not agree to these Terms, in whole or in part, you are not authorized to continue accessing MemorySparx. We may modify these Terms or any additional terms that apply to MemorySparx, for example, to reflect changes to the law or changes to MemorySparx. You should look at the Terms regularly. If you object to any changes we make, you should cancel your account, otherwise you consent to these changes by continuing to use the Services. If you do not agree to the modified Terms, you should discontinue your use of MemorySparx.

 

BASIC TERMS

Use of MemorySparx

1.  MemorySparx provides a personalized memory aid experience. To use MemorySparx, you represent that: (a) you are age of majority; (b) you agree to these Terms; (c) you have the legal right and capacity to enter into this Agreement in your jurisdiction; (d) you have not been previously banned by Emmetros; and (e) you will not impersonate or misrepresent your identity or your affiliation with another person or entity.

2.  You will need compatible hardware, software and internet access. You are responsible for paying any fees to connect to the internet and app stores or for data or mobile usage to download and use MemorySparx.

Your Account

3.  When you create an account, we require you to provide information about yourself, including your name, email address, and a password. You will be required to select a Plan (as defined below) and you may be required to enter payment details. 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.

4.  You must provide us with information that is accurate, complete and current at all times. Failure to do so constitutes a breach of the Terms, which may result in immediate termination or suspension of your account.

5.  You are responsible for maintaining the security of your device(s) and your account and you are responsible for any activity that occurs on or through your device(s) or your account, including purchases made using any payment instrument. You are responsible for safeguarding the password that you use to access your account. For data security purposes, MemorySparx may require you to use “strong” passwords (i.e., passwords combining upper and lower case letters, numbers and symbols). We use your password to encrypt all of your content so that it cannot be accessed by third parties. If you forget your password, you may follow the instructions using the ‘Forgot password?’ link on a MemorySparx sign in screen or you can notify us at support@memorysparx.com.

6.  You agree not to disclose your password to any third party. You must notify us immediately upon becoming aware of any breach of security or unauthorized use of your account.

7.  If you permit someone else to access your MemorySparx account or to access MemorySparx on your device, you will assume complete responsibility for and will monitor any such use. You agree not to share an account with someone else, or transfer your account, in part or otherwise, to anyone else. You will not attempt to use or access another account.  

Termination of MemorySparx

8.  The form and nature of MemorySparx may change from time to time without prior notice to you. In addition, we may stop permanently or temporarily at any time operating MemorySparx or any features within MemorySparx towards you or towards users generally and may not be able to provide you with prior notice.

9.  We may terminate or suspend your access to MemorySparx immediately, without prior notice or liability, for any reason whatsoever, including, without limitation, if you breach these Terms.

 

SUBSCRIPTION AND PLANS

10.  MemorySparx is available under various paid subscription plans (each a “Plan”). We reserve the right to modify the fee for your selected Plan in our sole discretion and will endeavor to provide you with thirty (30) days written notice of any fee change, or other notice as required by law.

11.  We may add features or premium services to a Plan and we may implement an additional charge for these features or services.

12.  All Plans start with a time-limited free trial (a “Trial”) and you will be required to provide your payment details to start the Trial. The fee for your selected Plan will be automatically charged on the first day following the end of the Trial. If you select a recurring Plan, the corresponding fee will be automatically charged at the appropriate recurring time interval. For example, the fees for a “monthly” Plan will be charged monthly. If you select a single-fee plan, there will be no recurring charges. By providing your payment information, you agree be charged for your plan using such payment information.

13.  You can find details about your Plan on the MemorySparx account management screen. If you want to cancel your Plan before your first payment, you must do so before the end of the Trial, otherwise you will be charged on the first day following the end of the Trial. If your Plan has recurring payments, you may change or cancel at any time on the MemorySparx account management screen and you will continue to have access to MemorySparx until the end of the current billing period. If you have selected a single-fee plan, you will have basic access to MemorySparx, if and as-available and otherwise subject to these terms until you cancel. You may cancel at any time by contacting support@memorysparx.comYou will not receive a refund for any fees you have already paid under any Plan and all Plans are non-transferrable.

14.  We may retain your data and Content (as defined below) for ninety (90) days after the termination date of your Plan. The termination date is the end of the billing period at the time you cancel your Plan or for a single-fee plan, the date confirmed by support@memorysparx.com. During this ninety-day period, you will not have access to your Content in the app; however, if you purchase another Plan during this ninety-day period, we may associate your Content with that account. After this ninety-day period ends, we will delete all data and Content you provided to us, except: (a) for the reasonable time it takes to remove from backup and other Emmetros systems; and (b) to the extent required for Emmetros to comply with certain legal obligations.

15.  MemorySparx is designed to help remind you of events, people and other important elements of your life. MemorySparx stores and backs up your content for you to use the services on more than one device; however, MemorySparx is not a storage or backup service. You agree that we have no obligation to store, maintain or otherwise provide you with a copy of any information or content that you have provided. MemorySparx will not be liable to you for any modification, suspension, or discontinuation of the service, or the loss of any data or content. 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. You are encouraged to retain copies of any content you upload to MemorySparx. 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.

 

USE OF MEMORYSPARX AND LICENSE

Authorized Use

16.  Subject to your continued compliance with these Terms, we are providing you with access to MemorySparx pursuant to a limited, non-exclusive, royalty-free, non-sub-licensable, non-transferable, revocable license for your personal, non-commercial use. Emmetros reserves all right, title, and interest not expressly granted under this license to the fullest extent possible under applicable laws. This license is revocable at any time without notice and without cause, at Emmetros’ discretion.

17.  You are permitted to take screenshots from MemorySparx solely for your own personal, non-commercial use. 

Unauthorized Use

18.  This license does not permit and does not include permission for downloading (except for components required for site viewing purposes), modifying, translating, disassembling, reproducing, copying, distributing, transmitting, displaying site content in any way, form or through any medium; republishing or re-broadcasting the site or its contents; reselling or using any portion of this site or its contents (including any type of product information) for commercial purposes, without the explicit written permission or authorization of Emmetros.

19.  You may not use spiders, crawlers, robots, data mining or data collection techniques or other automated devices or programs to catalog, download, extract or otherwise reproduce, store or distribute content available on MemorySparx. Further, you may not use any such automated means to manipulate MemorySparx, such as automating what are otherwise manual or one-off procedures. You will not otherwise attempt to derive the source code for MemorySparx or any related technology or any part thereof.

20.  You may not take any action to interfere with, or disrupt, MemorySparx or any other user's use of MemorySparx, including, without limitation, via means of overloading, “flooding”, “mailbombing” or “crashing” MemorySparx, circumventing security or user authentication measures or attempting to exceed the limited authorization and access granted to you under these Terms. You may not frame portions of MemorySparx within another website. You may not resell use of, or access to, MemorySparx to any third party without our prior written consent.

21.  You may not use MemorySparx for any illegal or unauthorized purpose and you agree to comply with all applicable laws and regulations, including without limitation, privacy laws, intellectual property laws and anti-spam laws.

22.  You are not entitled to use the content of MemorySparx for commercial exploitation in any circumstances. In case you breach the terms of this provision, MemorySparx will have the right to claim damages against you which shall include the right to claim special, incidental, consequential or indirect damages and loss of profits.

 

INTELLECTUAL PROPERTY AND CONTENT YOU POST TO MEMORYSPARX

Intellectual Property

23.  MemorySparx and all contents, including but not limited to text, images, scripts, graphics or code are the property of Emmetros (the “Emmetros Content”) and are protected by copyright, trademarks, database and other intellectual property rights. Some materials on MemorySparx belong to third parties who have authorized us to display the materials, such as certain third-party licensors. 

24.  Nothing in these Terms gives you a right to use the MemorySparx name or any of MemorySparx’s trademarks, logos, domain names and other distinctive brand features. You will not remove, alter or conceal any copyright, trademark, service mark or other proprietary rights notices incorporated in or accompanying our content or circumvent any technological protection measures that are used on MemorySparx to restrict access to and/or use of MemorySparx, in whole or part and you will not reproduce, modify, adapt, prepare derivative works based on, perform, display, publish, distribute, transmit, broadcast, sell, license or otherwise exploit our content.

25.  All rights not granted under these Terms are reserved by Emmetros.

Content you provide to MemorySparx

26.  MemorySparx features allow individuals with an account to upload content, media, information and materials to MemorySparx (collectively, “Content”). You own any and all intellectual property rights to this Content. You agree that, while maintaining your privacy, we can analyze, use, reproduce, modify, adapt and display Content for the purpose of enabling us to offer you the features you have elected to use.  You are responsible for this uploaded Content, including its legality, reliability, and appropriateness.

27.  The manner in which MemorySparx stores, makes searchable, and displays Content is for information and assistance purposes only.  

28.  You represent and warrant that: (a) the Content is yours (you own it) or you have obtained all necessary rights or permissions required to use it, to make the Content available to us and to grant us the rights and license as provided in these Terms; and (b) the posting of your Content on or through MemorySparx does not violate the privacy rights, publicity rights, copyrights, contract rights or any other rights of any person.

29.  We reserve the right at all times (but we will not have an obligation) to remove or refuse to distribute any Content and to terminate users.  We also reserve the right to access, read, preserve and disclose any Content and related or derived data to the extent we reasonably believe it is necessary to (i) satisfy any applicable law, regulation, legal process or governmental request, (ii) enforce these Terms, including investigations of a potential violation thereof, (iii) detect, prevent or otherwise address fraud, security or technical issues, (iv) respond to user support requests, or to (v) protect the rights, property or safety of MemorySparx, its users and the public.

 

ACCEPTABLE USE

30. There are limitations on the use of MemorySparx.  These limitations are meant to protect our users and to make the use of MemorySparx the best possible experience for all users.  We may need to change these rules from time to time and reserve the right to do so.  No abuse of MemorySparx or its users will be tolerated. Any violation of these rules may lead to a temporary or the permanent suspension of all related accounts.  Accounts created to replace suspended accounts will be permanently suspended.

(a)  Unlawful Use: You shall not use MemorySparx or any Content for any unlawful purposes or in furtherance of any illegal activities. International users are required to comply with all applicable local laws regarding online conduct and acceptable content.

(b)  Unauthorized Access: You shall not do any of the following while accessing or using MemorySparx: (i) access, tamper with or use non-public areas of MemorySparx (except you may access and use your own account), MemorySparx computer systems or the technical delivery systems of our providers; (ii) probe, scan or test the vulnerability of any system or network or breach or circumvent any security or authentication measures; (iii) attempt to access or search MemorySparx or any Content by any means (automated or otherwise) other than through our currently available, published interfaces; or (iv) interfere with or disrupt, or attempt to do so, the access of any user,  host or network.

(c)  Respect for Privacy of Third Parties: You shall not disclose other people’s personal, family, health, wellbeing or similar data without their express authorization and permission.

(d)  No Reproduction: You shall not reproduce, duplicate, copy, sell, trade or resell MemorySparx content and its design and look or any information derived from MemorySparx. 

(e)  You are not entitled to modify or redistribute MemorySparx content and its design and look or any information from MemorySparx or to reproduce, store, link, frame or deep-link it in any other medium or format without our prior written consent. Further, you shall not use MemorySparx for commercial exploitation in any circumstances.

(f)  No Malware: You shall not provide any malicious content intended to damage or disrupt another user’s browser or computer or to compromise a user’s privacy.

 

LINKS TO OTHER WEB SITES

31.  MemorySparx may contain links to third-party websites or materials supplied by or contained on any third-party website which is linked from or to MemorySparx.  Emmetros does not accept any responsibility or liability for: (i) the availability or accuracy of such websites or material or (ii) the content, products or services on or available from such websites or materials.  Links to such websites or materials do not imply any endorsement by Emmetros of such websites or materials or the content, products or services available from such websites or materials. You acknowledge sole responsibility for and assume all risks arising from your use of any such websites or materials.

 

SERVICE AVAILABILITY 

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

 

DISCLAIMER

33.  You expressly understand and agree that your downloading and use of MemorySparx and anything obtained through MemorySparx is at your sole risk. MemorySparx, including, without limitation, any Emmetros Content, is provided on an “as is”, “as available” basis, with all faults and without warranty of any kind, to the maximum extent permitted by law. 

34.  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) MemorySparx; (b) the Emmetros Content; or (c) security associated with the transmission of information to Emmetros or via MemorySparx.  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 MemorySparx is defective, you assume the entire cost of all necessary servicing, repair, or correction.

35.  The Emmetros Parties do not represent or warrant that MemorySparx will be error-free or uninterrupted; that defects will be corrected; or that MemorySparx or the server that makes MemorySparx 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 MemorySparx is accurate, complete, or useful. You acknowledge that your use of MemorySparx is at your sole risk. The Emmetros Parties do not warrant that your use of MemorySparx 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.

36.  Your use of MemorySparx, anything obtained through MemorySparx, 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.  

37.  By accessing or using MemorySparx you represent and warrant that your activities are lawful in every jurisdiction where you access or use MemorySparx.

38.  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.

39.  MemorySparx is designed to help remind you of events, people and other important aspects of your life. To that end, MemorySparx is meant to compliment other cognitive and health tools and resources and should not be exclusively relied upon. MemorySparx is not intended to, and should not be relied upon as a tool for administration of medication or the performance of other critical health care measures. 

 

INDEMNIFICATION

40.  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 MemorySparx or those conducted on your behalf): (a) your access to or use of MemorySparx; (b) your breach or alleged breach of this Agreement; (c) your Content, 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, rules, regulations, codes, statutes, ordinances or orders of any governmental and quasi-governmental authorities, including, without limitation, all regulatory, administrative and legislative authorities; or (f) any misrepresentation made by you.

 

LIMITATION OF LIABILITY

41.  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) MemorySparx; (b) Emmetros Content; (c) any Content; (d) your use of, inability to use, or the performance of MemorySparx; (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 MemorySparx; (f) any action taken in connection with copyright or other intellectual property owners; (g) any errors or omissions in the operation of MemorySparx; 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. 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.

42.  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.

43.  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.

 

GENERAL TERMS

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

45.  These Terms, 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 MemorySparx and shall supersede and replace any prior agreements between Emmetros and you regarding the use of MemorySparx.  In the event that any provision of these Terms is held to be invalid or unenforceable, the remaining provisions of these Terms shall remain in full force and effect.

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

47.  The Agreement 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 Terms and/or MemorySparx 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 MemorySparx and/or these Terms, will be resolved individually, without resort to any form of class action.

48.  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 Terms or the Agreement, 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