MemoryWeb, LLC
Terms of Use Agreement
Date of Last Revision: January 29, 2016

Welcome to MemoryWeb!

Before you get going, we will need to take care of some of the legal information to open your account with MemoryWeb (herein referred to as "we," "us," or "MemoryWeb" or the "MemoryWeb Site" or the "MemoryWeb App") and you will need to read the following Terms of Use ("Terms") carefully. If you ("you") agree to these Terms, and wish to use the MemoryWeb service ("Service" or "Services"), please select to sign up for an account (e.g., using the "Sign Up," "Register," or similar button). This will constitute a binding agreement between you and MemoryWeb. To decline acceptance, select the "Cancel" button. Note that any violation of these Terms may result in termination of our Service to you. Once this is done, you can then start uploading photographs, videos, documents, audio files (collectively be referred to herein as "Media").

PLEASE READ THIS TERMS OF USE AGREEMENT CAREFULLY BEFORE USING THE MEMORYWEB SERVICE. BY USING THE MEMORYWEB’S SERVICE, YOU ARE AGREEING TO BE BOUND BY THE TERMS OF THIS AGREMENT. IF YOU DO NOT AGREE TO THE TERMS OF THIS AGREEMENT, DO NOT USE MEMORYWEB AND IF PRESENTED WITH THE OPTION TO "AGREE" OR "DISAGREE" TO THE TERMS, CLICK "DISAGREE."

IMPORTANT NOTE: To the extent that MemoryWeb may be used to reproduce materials, it is licensed to you only for reproduction of non-copyrighted materials, materials in which you own the copyright, or materials you are authorized or legally permitted to reproduce. If you are uncertain about your right to copy any material, you should contact your legal advisor.

MemoryWeb reserves the right to change these Terms from time to time. Please refer to this site periodically for any changes. The most current version of these Terms will supersede all previous versions.

1. Privacy and Communication

Please refer to MemoryWeb's Privacy Policy for information on how we collect, use and disclose personal information from users of MemoryWeb. You understand and agree that we store and process your personal information on computers located in the United States. By using the Service, you consent to receiving electronic communications from MemoryWeb. These communications may include notices about new products, special promotions, and information regarding your account (e.g., change in password or Payment Method, confirmation e-mails and other transactional information) and other information concerning or related to the Service. These communications are part of your relationship with us, and you will receive them as part of the Service. You agree that any notice, agreements, disclosure or other communications that we send to you electronically will satisfy any legal communication requirements, including that such communications be in writing.

2. License

You may access and use MemoryWeb solely for your personal, noncommercial use. Except as expressly authorized hereunder, MemoryWeb may not be reproduced, duplicated, copied, sold, resold, visited, reverse-engineered or otherwise exploited for any commercial purpose without our prior written authorization.

MemoryWeb grants you a limited, non-sublicensable, revocable license to access and use MemoryWeb solely in accordance with, and subject to, the terms set forth in these Terms of Use and any other applicable terms or agreements you may enter into with MemoryWeb. Except as otherwise expressly permitted in writing, the license does not include, and you agree to refrain from:

Any use of MemoryWeb or of any Materials from the website other than as specifically authorized herein, without the express prior written permission of MemoryWeb or the Content Owner, is strictly prohibited and will terminate and constitute a breach of the license granted herein.

3. Your submissions

User Content that, in the sole judgment of MemoryWeb, is objectionable, harmful or which restricts or inhibits any other person from using or enjoying MemoryWeb, or which may expose MemoryWeb or its users to any harm or liability of any nature. MemoryWeb includes hosting services, discussion forums or other interactive areas in which you or other users may post or transmit Photos, Videos, text, music, messages, information or other content or materials (collectively, "User Content"). You are solely responsible for the User Content you post or transmit and you agree not to post, transmit or otherwise publish through MemoryWeb any of the following:

By using MemoryWeb to access any of these Services, you may encounter content that may be deemed offensive, indecent, or objectionable, which content may or may not be identified as having explicit language. Because MemoryWeb may have no control over sites and information that may contain content that is offensive, indecent or objectionable, you agree to use the Services at your sole risk.

While MemoryWeb is not responsible for the content of the submissions, MemoryWeb reserves the right to delete, move or edit submissions that it, in its sole discretion, deems abusive, defamatory, obscene or in violation of copyright or trademark laws or otherwise unacceptable. MemoryWeb may request confirmation of the copyright or trademark ownership from the submitter. If MemoryWeb does not receive any such confirmation or if there are continued claims of copyright or trademark infringement, MemoryWeb reserves the right to share certain account information with governmental organizations or other third parties. If you dispute any copyright or trademark infringement claims, we will share with you the contact information of any party claiming any such infringement. In the event of any such dispute, MemoryWeb reserves the right to suspend the display, viewing or sharing of any submissions until the issue has been resolved. You acknowledge that any submission may be removed, published, copied, modified, transmitted and displayed by MemoryWeb for the purposes of delivering the offered services. In addition, you warrant that all moral rights in any uploaded materials have been waived.

MemoryWeb will not be liable for the content of any submission.

4. Copyright Notice & Complaints

You retain the copyright in any User Content you post on MemoryWeb. MemoryWeb neither has nor wants any ownership of your Content.

You understand and acknowledge that any User Content contained in public postings, including any galleries that are not designated as unlisted, will be accessible to the public and could be accessed, indexed, archived, linked to and republished by others including, without limitation, appearing on other web sites and in search engine results. Therefore, you should be careful about the nature of the User Content you post. MemoryWeb will not be responsible or liable for any third party access to or use of the User Content you post. MemoryWeb provides many security options and settings for your content and you should read and understand them all.

You represent and warrant that (a) you own or otherwise control all of the rights to the User Content that you post or transmit, or you otherwise have the right to post, use, display, distribute and reproduce such User Content and to grant the rights granted herein; (b) the User Content you supply is accurate and not misleading; and (c) use and posting of the User Content you supply does not violate these Terms of Use and will not violate any rights of or cause injury to any person or entity.

If you believe that any material on MemoryWeb infringes upon any copyright that you own or control, you may file a notification of such infringement with our Designated Agent as set forth below.

Customer Service

ATTN: Copyright Protection

MemoryWeb, LLC

429 Duane

Glen Ellyn, IL 60137

Email: copyright@memoryweb.me

5. Trademarks

"MEMORYWEB", the MemoryWeb logo, the look and feel of MemoryWeb, and any other Product or Service names, logos or slogans of MemoryWeb contained in MemoryWeb are trademarks of MemoryWeb (collectively, the "MemoryWeb Marks") and may not be copied, imitated or used without the prior written permission of MemoryWeb. All other trademarks, registered trademarks, product names and company names or logos mentioned in MemoryWeb are the property of their respective owners.

6. Title and Proprietary Information

"Intellectual Property Rights" shall include all functional and ornamental aspects of the Service, including of any screen displays, all websites provided by MemoryWeb Corporation with its Services, technical notes, computer program code, scripts, training materials, and works of authorship that may form a part of the Services or are generated or provided by MemoryWeb as part of the Service, all related technology, all training methods and materials, all MemoryWeb trademarks and names, and all other proprietary information of MemoryWeb, including patent, patent applications, patentable subject matter developed by MemoryWeb, trade secrets (including data, programming code etc.) trademark, copyright, and all other intellectual property rights therein. Except for the limited license granted herein, the Service and all related documentation and materials, and all Intellectual Property Rights contained therein, are and shall remain the sole and exclusive property of MemoryWeb. All rights and licenses not expressly granted to the Intellectual Property Rights as part of this Agreement are reserved by MemoryWeb.

7. Hyperlinks

You may create a text hyperlink to MemoryWeb, provided such link does not portray MemoryWeb or any of its Products or Services in a false, misleading, derogatory or otherwise defamatory manner. This limited right may be revoked by MemoryWeb at any time. Further, you may not frame MemoryWeb without MemoryWeb's express written consent.

MemoryWeb makes no representation regarding, and accepts no responsibility for, the quality, content, nature or reliability of third-party Web sites accessible by hyperlink from MemoryWeb, or Web sites linking to MemoryWeb. MemoryWeb provides these links to you only as a convenience, and the inclusion of any link does not imply affiliation or endorsement of any site or any information contained therein. When you leave MemoryWeb, you should be aware that our terms and policies no longer govern.

8. Third Party Content

MemoryWeb may host third party content on MemoryWeb ("Third Party Content") solely as a convenience to its users. Such inclusion does not imply affiliation, endorsement, approval, or control by MemoryWeb of any Third Party Content. MemoryWeb makes no claim or representation regarding, and accepts no responsibility for, such Third Party Content or for the quality, accuracy, nature, ownership or reliability thereof. Users use such Third Party Content at their own risk.

9. Registration, Billing, Automatic Renewal, and Cancellation

Registration

Billing

Automatic Renewal and Notice

Automatic Enrollment Following Free Trial or Promotion

Cancellation and Refunds

YOU MAY ONLY CANCEL YOUR PAID PLAN WITHIN FIRST 30 DAYS AFTER THE START OF YOUR PAID PLAN PERIOD. IF YOU CANCEL YOUR PAID PLAN WITHIN THE FIRST THIRTY (30) DAYS OF THE START OF THE PAID PLAN PERIOD, YOU WILL RECEIVE A FULL REFUND. THEREAFTER, NO REFUNDS OR CREDITS WILL BE PROVIDED FOR CANCELLED PAID PLANS. To cancel, you will need to contact Customer Support at support@memoryweb.me.

10. Right to Terminate

We reserve the right to terminate, suspend or restrict your Membership and plan to the Service, with or without notice, for any or no reason whatsoever. If we do so, we will try to let you know in advance and help you retrieve your original uploaded photos and videos, although there may be some cases (for example, repeated or flagrant violation of these Terms, a court order, or danger to other users) where we may suspend your Membership and plan immediately.

11. Effect of Cancellation, Expiration or Termination

In the event of cancellation, expiration, downgrade or termination of your subscription or Membership, you may be unable to access your Content and you may no longer be allowed to upload additional Content. You may also lose access to certain features or functionality only available to current subscribers.

IN THE EVENT OF CANCELLATION, EXPIRATION, DOWNGRADE, OR TERMINATION OF YOUR PLAN OR MEMBERSHIP, WE MAY ALSO DELETE SOME OR ALL OF YOUR CONTENT. IT IS YOUR RESPONSIBILITY TO BACK-UP YOUR PHOTOS AND OTHER UPLOADED CONTENT PRIOR TO THE CANCELLATION, EXPIRATION, DOWNGRADE OR TERMINATION.

12. Advertisements And Promotions; Third Party Products and Services;

While our plan is not to do any advertising, if the company needs to add advertising (e.g., to offset expenses for Free accounts), MW has the ability to do so and may run advertisements and promotions from third parties or facilitate the sale of certain products or services by third parties. Your business dealings or interactions with such third parties, and any terms, conditions, warranties or representations associated with such dealings, are solely between you and such third party, and MemoryWeb does not endorse, approve, or control any such products, services, advertising or promotions. MemoryWeb is not responsible or liable for any loss or damage of any sort incurred as the result of any such dealings or as the result of the presence of such advertisers or third party products and services on MemoryWeb.

13. Age requirements

You must be at least 13 years of age to use our Service. If you, your parent or guardian, have any concerns please feel free to contact us.

14. About your account

Creation of an Account

Access to your account

Linking directly to images on MemoryWeb’s servers from external sites is expressly prohibited.

We need to be able to access your account for the following reasons:

Account fee

Requests from Authorities

15. Account Security

You are solely responsible for maintaining the confidentiality of the password associated with your account and for restricting access to your password and to your computer while logged into MemoryWeb. You agree to accept responsibility for all activities that occur under your account or from your computer. We endeavor to use reasonable security measures to protect against unauthorized access to your account and to any User Content you designate as unlisted, hidden or password-protected. We cannot, however, guarantee absolute security of your account, your User Content or the personal information we collect, and we cannot promise that our security measures will prevent third-party "hackers" from illegally accessing MemoryWeb or its contents. You agree to immediately notify MemoryWeb of any unauthorized use or your account or password, or any other breach of security, and to accept all risks of unauthorized access to the Registration Data and any other information you provide to MemoryWeb.

16. Social Media and Networking Sites

As a Member of the Service, you have the option of granting us access to your account(s) with certain third-party social media and networking sites, such as Facebook, Instagram, Twitter, and others (each, an "SNS"). Provided an SNS permits this, we can capture and make available on the Site and through the Application the photos and other content that you have stored in your account(s) with such SNSs ("SNS Content"). By granting us access to your SNS Content, you understand that we will access, make available and store (if applicable) your SNS Content so that it is available on the Site and through the Application. We are not responsible for any SNS Content stored on an SNS that you choose to make available on the Site and through the Application. Depending on the SNS you choose and subject to the privacy settings you have set in your SNS account(s), personally identifiable information that you post to your SNS account(s) will be available on the Site and through the Application. Please note that if an SNS account becomes unavailable or SNS terminates our access to your SNS account(s), any Content from that SNS may no longer be available on the Site and through the Application. You have the ability to disable the connection between the Site and Application and your SNS account(s), at any time, by accessing the "Settings" section of the Site and Application. PLEASE NOTE THAT YOUR RELATIONSHIP WITH EACH SNS, INCLUDING YOUR RIGHTS WITH RESPECT TO ANY CONTENT THAT 5YOU PROVIDE TO AN SNS AND THE STORAGE OF SUCH CONTENT, IS GOVERNED SOLELY BY YOUR AGREEMENT(S) WITH SUCH SNS.

17. Member Submissions

Any Content you post, upload, publish, submit or transmit via the Service is subject to MemoryWeb’s Terms and Conditions.

18. General Legal Terms

Any dispute or claim arising from or relating to these Terms or the Service is subject to the disclaimer of warranties, limitation of liability, governing law and all other terms in MemoryWeb’s Terms and Conditions.

19. Interruptions or Discontinuation of Hosting Services; Changes to Hosting Services and Terms of Service.

Services that may be accessed from the MemoryWeb Software are not available in all languages or in all countries.

MemoryWeb reserves the right at any time, in its sole discretion and without notice, to suspend, modify, discontinue or permanently cancel the Hosting Services, or portions thereof; and the MemoryWeb Infinity Accounts and MemoryWeb Infinity Account Plans, including making changes to any policies, features and terms applicable thereto. If the Hosting Services, or any part thereof, to which you subscribe are permanently discontinued or canceled by MemoryWeb, your MemoryWeb Infinity Account will terminate, and we will have no further liability to you. In addition, there may be occasions when the Hosting Services are interrupted such as for maintenance, upgrades, system or equipment failure or otherwise. MEMORYWEB WILL HAVE NO LIABILITY TO YOU FOR ANY INTERRUPTION, SUSPENSION, DISCONTINUANCE OR UNAVAILABILITY OF THE HOSTING SERVICES FOR ANY REASON, OR FOR ANY LOSS OF OR INABILITY TO ACCESS ANY MEDIA OR MATERIALS HOSTED ON THE SITE. YOU ARE SOLELY RESPONSIBLE FOR MAKING AND SAFEKEEPING, BACKUP COPIES OF MEDIA OR OTHER MATERIALS YOU POST TO THE SITE.

20. Non-US Laws and Language

Services that may be accessed from the MemoryWeb Software are not available in all languages or in all countries. MemoryWeb makes no representation that such Services are appropriate or available for use in any particular location. To the extent you choose to access such Services, you do so at your own initiative and are responsible for compliance with any applicable laws, including but not limited to applicable local laws.

21. Third-party software

We may make software from third-party companies available to you. To download such software, you must first agree to the respective software licenses and/or warranties. Each software product is subject to the individual company’s terms and conditions, and the agreement will be between you and the respective company.

This means that we do not guarantee that any software you download will be free of any contaminating or destructive code, such as viruses, worms or Trojan horses. We do not offer any warranty on any third-party software you download using Our Service.

22. Third-party links

We may provide links to third-party sites that might be of interest to you. We have no control over the content or availability of the contents of these sites. It is your responsibility to become familiar with each site’s privacy and other policies and terms of service, and to contact that site’s Webmaster or site administrator with any concerns.

23. Copyrighted material and software

All of the information, content, software and materials we offer are protected by copyright and other pertaining laws. You may not copy or distribute such material without the copyright owner’s prior written consent. You may use these materials for personal, non-commercial use only, so long as you do not modify the materials or remove any copyright or other proprietary rights notices contained in the materials.

24. Privacy policy

When you create an account with MemoryWeb, you need to provide some personal information, such as your name, email address, and mailing address. We protect and use this information as set forth in our Privacy Policy.

25. U.S. Government Restricted Rights

All materials, information, software and other products supplied by or through the Service are provided with "RESTRICTED RIGHTS." use, duplication, or disclosure by the U.S. Government is subject to restrictions as set forth in FAR52.22724 and DFAR252.227-7013 et seq. or its successor. Use of any of such by the Government constitutes acknowledgment of our or our suppliers’ proprietary rights in them. In the event that the License, or any part thereof, is deemed inconsistent with the minimum rights identified in the Restricted Right provisions, the minimum rights shall prevail.

26. Indemnification

You agree to indemnify, defend and hold harmless us, our officers, directors, employees, agents, licensors, suppliers and any third-party information providers to the Service from and against all losses, expenses, damages and costs, including reasonable attorneys’ fees, resulting from any violation of these Terms or any activity related to your account (including negligent or wrongful conduct) by you or any other person accessing the Service using your account.

27. Claims

Any action hereunder must be brought, if at all, within one (1) year from the accrual of the cause of action. This Agreement will be governed by and construed in accordance with the laws of the State of Illinois, excluding its conflict of law principles. This Agreement shall not be governed by the United Nations Convention on Contracts for the International Sale of Goods, the application of which is expressly excluded. If you are a consumer based in the United Kingdom, this Agreement will be governed by the laws of the jurisdiction of your residence. If for any reason a court of competent jurisdiction finds any provision, or portion thereof, to be unenforceable, the remainder of this Agreement shall continue in full force and effect.

28. Export

You are responsible for compliance with all local laws, and you are required to comply with U.S. export laws and regulations when you use or export any software or materials provided through the Service.

29. Pricing; Payment Terms

All prices are listed in U.S. dollars and are valid until altered by us. MemoryWeb currently accepts VISA, MasterCard, Discover and American Express credit cards. MemoryWeb reserves the right to change the payment methods it accepts at any time without notice. If we are unable to process a payment using your credit card on file, we may, but are under no obligation to, call you using your telephone number on file to ask whether you wish to use an alternative form of payment. We may terminate your MemoryWeb Account or your order for Products, withhold upgrades to the Services, and take such other action as appropriate if we are unable to process your credit card payment and you do not provide an alternative form of payment. You agree to reimburse MemoryWeb for any and all costs incurred in collecting amounts owed by you to MemoryWeb, including, without limitation, attorneys' fees and costs of collection agencies.

30. Disclaimer of Warranties

THE CONTENT AND/OR MATERIALS AVAILABLE THROUGH MEMORYWEB’S SITE ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS AND WITHOUT WARRANTIES OF ANY KIND EITHER EXPRESS OR IMPLIED.

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, MEMORYWEB EXPRESSLY DISCLAIMS ALL WARRANTIES AND CONDITIONS OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. MEMORYWEB MAKES NO WARRANTY THAT ITS SITE OR SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR FREE, OR THAT THIS SITE OR OUR SERVER IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. MEMORYWEB MAKES NO WARRANTY REGARDING ANY SOFTWARE, GOODS, SERVICES, SPECIAL OFFERS, OR THE DELIVERY OF ANY SOFTWARE, GOODS OR SERVICES, PURCHASED, ACCESSED OR OBTAINED THROUGH MEMORYWEB’S SITE OR ADVERTISED THROUGH MEMORYWEB’S SITE.

31. Limitation of liability

TO THE EXTENT NOT PROHIBITED BY APPLICABLE LAW, IN NO EVENT SHALL MEMORYWEB BE LIABLE FOR PERSONAL INJURY, OR ANY INCIDENTAL, SPECIAL, INDIRECT OR CONSEQUENTIAL DAMAGES WHATSOEVER, INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF PROFITS, CORRUPTION OR LOSS OF DATA OR INFORMATION, FAILURE TO TRANSMIT OR RECEIVE ANY DATA, BUSINESS INTERRUPTION OR ANY OTHER COMMERCIAL DAMAGES OR LOSSES, ARISING OUT OF OR RELATED TO YOUR USE OR INABILITY TO USE THE MemoryWeb SOFTWARE, SERVICES OR ANY THIRD PARTY SOFTWARE OR APPLICATIONS IN CONJUNCTION WITH THE MEMORYWEB SOFTWARE OR SERVICES, HOWEVER CAUSED, REGARDLESS OF THE THEORY OF LIABILITY (CONTRACT, TORT OR OTHERWISE) AND EVEN IF MEMORYWEB HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OF LIABILITY FOR PERSONAL INJURY, OR OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THIS LIMITATION MAY NOT APPLY TO YOU. In no event shall MemoryWeb's total liability to you for all damages (other than as may be required by applicable law in cases involving personal injury) exceed the amount of fifty dollars ($50.00). The foregoing limitations will apply even if the above stated remedy fails of its essential purpose.

32. Customer Policy for Idea Submission

Many of our customers are interested in submitting ideas for products and services to be used at MemoryWeb, either independent of, or in conjunction with, our internally developed concepts. We appreciate our customers’ interest in improving our service; however, please note our policy on external idea submission:

If you intend to own the intellectual property rights of your ideas in any way (patent, trade secrets, copyright, trademark, etc.) please do not submit your concepts or prototype samples to MemoryWeb LLC or its employees.

If we think there is opportunity to pursue your idea further, we will contact you. Please note that a proper legal agreement may need to be executed in order to evaluate your concept(s).

33. Intellectual Property

You agree that the Services may contain proprietary content, information and material that is owned by MemoryWeb and/or its licensors, and is protected by applicable intellectual property and other laws, including but not limited to copyright, and that you will not use such proprietary content, information or materials in any way whatsoever except for permitted use of the Services. No portion of the Services may be reproduced in any form or by any means. You agree not to modify, rent, lease, loan, sell, distribute, or create derivative works based on the Services, in any manner, and you shall not exploit the Services in any unauthorized way whatsoever, including but not limited to, by trespass or burdening network capacity.

34. Miscellaneous

We may assign our rights and responsibilities hereunder without notice to you.

If any part of this Agreement is held to be invalid or unenforceable, then the invalid or unenforceable provision will be deemed superseded by a valid, enforceable provision most closely matching the intent of the original provision and the remainder of the Terms will continue in effect.

These Terms constitute the entire agreement between you and us with respect to this Service, and supersede all other communications, written or oral, with regard to the Service.