Terms of Use

Last Modified: March 2, 2015

INTRODUCTION

The present Terms of Use (the “Agreement”) are entered into between you (“you”, “your”, or “yours”, which shall mean an individual or a legal entity on whose behalf you are accepting this Agreement) and MemTrax LLC, a company governed under the laws of the State of Delaware, USA (hereinafter referred to as the “Company”, “we”, “us”, or “our”).

You must read, agree to and accept all of the terms and conditions contained in this Agreement in order to use our (i) website located at www.memtrax.com (the “Site”), and (ii) MemTrax memory screening test (the “MemTrax Test”), and (iii) services in connection with the Site and the Test.

The MemTrax Test is a memory screening test to assist in the detection of learning and short-term memory issues, particularly the type of memory problems that arise with aging such as Mild Cognitive Impairment (MCI), dementia, and Alzheimer’s disease.

The Site and the MemTrax Test are copyrighted works, which are solely and exclusively owned and operated by the Company.

This Agreement sets forth contractually/legally binding terms and conditions for your use of the Site and the MemTrax Test.

By accessing or using the Site and/or the MemTrax Test, you hereby (i) acknowledge that you have read and agreed to be bound by the terms and conditions of this Agreement, and (ii) represent and warrant that you are 13 years old or older.

If you do not agree with any of the provision of this Agreement, please do not access or use the Site and/or the MemTrax Test.

The Company reserves the right, in its sole discretion, to modify this Agreement at any time by posting a notice on the Site or by sending you a notice via email.

You shall be responsible for reviewing and becoming familiar with any such modifications. Your access and use of the Site and/or the Test following such notification shall constitute your acceptance of the terms and conditions of the modified Agreement.

END-USER LICENSE AGREEMENT

License. Subject to the terms of this Agreement, the Company grants you a worldwide, non-transferable and non-exclusive license of the right to use the Site, and the MemTrax Test (the “License”).

Certain Restrictions. The rights granted to you in this Agreement are subject to the following restrictions: (a) you shall not license, sell, rent, lease, transfer, assign, distribute, host the MemTrax Test and/or the Site; (b) you shall not modify, translate, adapt, merge, make derivative works of, disassemble, decompile, reverse compile or reverse engineer any part of the MemTrax Test or the Site; (c) you shall not access the MemTrax Test or the Site in order to build a similar or competitive service; (d) except as expressly stated herein, no part of the MemTrax Test or the Site may be copied, reproduced, distributed, republished, downloaded, displayed, posted or transmitted in any form or by any means, or (e) you shall not remove or destroy any copyright notices or other proprietary markings contained on the Site or the MemTrax Test. Any future release, update, or other addition to any of functionalities of the MemTrax Test or the Site shall be subject to the terms and conditions of this Agreement.

Modification. We reserve the right, at any time, to modify, suspend, or discontinue the operation of the Site or the MemTrax Test or any part thereof with or without notice. You agree that we will not be liable to you or to any third party for any modification, suspension, or discontinuance of operation of the Site or the MemTrax Test or any part thereof.

Ownership. We and our licensors (if any and where applicable) own all right, title and interest, including all related intellectual property rights, in and to the MemTrax Test and the Site. As state above, the right to use the Site and to take the MemTrax Test is licensed to you hereunder; this means that the MemTrax Test is under no circumstances sold/transferred to you. Indeed, this Agreement does not convey to you any rights of ownership in or related to the MemTrax Test or the Site. Our name, logo, and other names associated with the MemTrax Test belong to us (or to our licensors, if any and where applicable), and no license of the right to use them by implication, estoppel or otherwise is granted to you hereunder. We (and our licensors, if any and where applicable) reserve all rights not granted in this Agreement.

ACCOUNT

You may browse through the Site and take the MemTrax Test without registering for an account on the Site (“Account”). However, in order to record your MemTrax Test results you must register for an Account and provide certain information about yourself as requested by the Company in the online registration form. You represent and warrant that: (a) all required registration information you submit is truthful and accurate, (b) you will maintain the accuracy of such information, and (c) your use of the MemTrax Test and/or the Site does not violate any applicable laws.

You shall be responsible for (i) maintaining and ensuring the confidentiality and security of your Account’s login information, and (ii) all activities that are conducted under your Account. You agree not to disclose your password to anyone and you shall be solely responsible for any use of or action taken through the use of such password on the Site. The Company cannot and will not be liable for any loss or damage arising from your failure to comply with this requirement. By using your Account, you acknowledge and agree that the Company’s account security procedures are commercially reasonable. You agree to immediately notify the Company in the event of any unauthorized use, or suspected unauthorized use, of your Account or any other breach of security.

You may close your Account at any time and for any reason by following the instructions on the Site. The Company may suspend or terminate your Account in accordance with the Section “Term and Termination” of the present Agreement.

PRIVACY

The operation of the Site and MemTrax Test is governed by the Privacy Policy which can be found at www.https://memtrax.com/privacy-policy/ and which is incorporated herein by reference.

DISCLAIMER

The operation of the Site and MemTrax Test is also governed by the Disclaimer which can be found at https://memtrax.com/disclaimer/ and which is incorporated herein by reference.

LIMITATIONS ON WARRANTY AND LIABILITY

YOU EXPRESSLY AGREE THAT THE USE OF THE SITE AND/OR MEMTRAX TEST IS AT YOUR SOLE RISK. THE SITE AND THE MEMTRAX TESTS ARE PROVIDED ON AN "AS IS" BASIS FOR YOUR PERSONAL USE, WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, UNLESS SUCH WARRANTIES ARE LEGALLY INCAPABLE OF EXCLUSION. THE COMPANY PROVIDES THE SITE AND MEMTRAX TEST ON A COMMERCIALLY REASONABLE BASIS AND DOES NOT GUARANTEE THAT YOU WILL BE ABLE TO ACCESS OR USE THE SITE OR THE MEMTRAX TEST AT TIMES OR LOCATIONS OF YOUR CHOOSING.

YOU ACKNOWLEDGE AND AGREE THAT YOUR SOLE AND EXCLUSIVE REMEDY FOR ANY DISPUTE WITH THE COMPANY OR ITS LICENSORS (IF ANY AND WHERE APPLICABLE) IS TO STOP USING THE SITE AND THE MEMTRAX TEST, AND TO CLOSE YOUR ACCOUNT.

YOU ACKNOWLEDGE AND AGREE THAT THE COMPANY, ITS SUBSIDIARIES, LICENSORS AND AFFILIATES ARE NOT LIABLE FOR ANY ACT OR FAILURE REGARDING CONDUCT, COMMUNICATION OR CONTENT ON THE SITE OR IN THE MEMTRAX TEST.

UNDER NO CIRCUMSTANCES SHALL THE COMPANY’S OR ITS SUBSIDIARIES’, LICENSORS’, AFFILIATES', EMPLOYEES', OFFICERS', OR DIRECTORS' (COLLECTIVELY, THE "COMPANY’S AFFILIATES") LIABILITY TO YOU EXCEED THE AMOUNT THAT YOU PAID TO THE COMPANY IN ORDER TO BE ENTITLED TO USE THE MEMTRAX TEST.

UNDER NO CIRCUMSTANCES SHALL THE COMPANY OR THE COMPANY’S AFFILIATES BE LIABLE FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES ARISING FROM YOUR USE OF THE SITE OR MEMTRAX TEST.

SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU AND YOU MAY ALSO HAVE OTHER LEGAL RIGHTS THAT VARY FROM JURISDICTION TO JURISDICTION.

PAYMENTS AND PRICE CHANGES

If interested in purchasing any of our services or products, you will be required to submit payment information. To process payments, we use PayPal. You must agree with their Terms and Conditions before paying for any of our products. If purchasing an annual subscription, your subscription will automatically renew at the end of each year automatically unless you request a cancellation from MemTrax LLC. You will be notified automatically before your renewal date in the event you would like to cancel your annual subscription.

MemTrax LLC reserves the right to modify or discontinue, temporarily or permanently, prices of all products or subscriptions, including monthly or annual subscription fees, at any time with or without notice. Such notice may be provided at any time by posting the changes to the MemTrax Terms and Conditions.

REFUND POLICY

As our products and services are non-tangible irrevocable, digital goods, we only offer refunds on a case by case basis for up to 30 days after the initial purchase was made. We guarantee our products will work as advertised, but in all cases where a refund is requested, a customer must work with our support team to try and resolve the issue prior to a refund being considered. Simply not liking aspects of the product(s) is not considered grounds for us to offer a refund. Refunds will be granted at the sole discretion of MemTrax LLC. No refunds will be given after 30 days from the initial purchase under any circumstances.

INDEMNIFICATION

You agree to defend us, indemnify us and hold us harmless from and against any claims, suits, losses, damages, liabilities, costs, and expenses (including reasonable attorneys’ fees) brought by third parties resulting from or relating to: (i) your use of the MemTrax Test or the Site, (ii) your violation of this Agreement.

We reserve the right, at your expense, to assume the exclusive defence and control of any matter for which you are required to indemnify us and you agree to cooperate with our defence of these claims.

You agree not to settle any matter without our prior written consent. We will use reasonable efforts to notify you of any such claim, action or proceeding upon becoming aware of it.

This Section shall survive termination of this Agreement.

TERM AND TERMINATION

You hereby acknowledge and agree that this Agreement shall come into force on the date you first use the Site (which may or may not include the use of the MemTrax Test) and will remain in force and effect while you use the Site (including or not including the use of the MemTrax Test), until terminated in accordance with this Agreement.

You may terminate this Agreement at any time and for any reason by closing/deleting your Account by following the instructions on the Site.

We may (a) suspend your rights to use the MemTrax Test, the Site, and/or your Account and/or (b) terminate this Agreement, at any time for any reason at our sole discretion with or without notice to you, including if we believe you have violated any other provision of this Agreement. Without limiting the foregoing, we reserve the right to terminate our contractual relationship with any user who repeatedly infringes upon third party copyright rights upon prompt notification to us by the copyright owner or the copyright owner’s legal agent. Upon termination of this Agreement, your Account and right to use the MemTrax Test and the Site will automatically and immediately terminate. You understand that the closure/termination of your Account involves deletion of your MemTrax Test results.

THIRD PARTY SITES & ADS

The Site may contain links to third party websites and advertisements (collectively, “Third Party Sites & Ads”). We are not responsible for and do not control Third Party Sites & Ads. We provide these Third Party Sites & Ads only as a convenience to you. We have no obligation to review or monitor, and do not approve, endorse, or make any representations or warranties with respect to any Third Party Sites & Ads. You use all Third Party Sites & Ads at your own risk. When you access a Third Party Site & Ad, the applicable third party’s terms and policies apply, including the third party’s privacy policies. You should make whatever investigation you feel necessary or appropriate before proceeding with any transaction in connection with any Third Party Sites & Ads.

GENERAL PROVISIONS

Entire Agreement. This Agreement constitutes the entire agreement between you and us with respect to the subject matters hereof and supersedes all prior discussions and agreements between you and us with respect to such subject matters (including any prior end-user license agreements and terms of use).

Modifications. No modification or amendment to this Agreement shall be binding upon the Company unless in a written instrument signed/executed by a duly authorized representative of the Company.

Eligibility. The Site and the MemTrax Test are available only to (i) individuals, who are at least thirteen (13) years old, or (ii) legal entities.

You represent and warrant that you are not a citizen or resident of a country in which the use of the Site and MemTrax Test is prohibited by law, decree, regulation, treaty or administrative act.

Waiver. Our failure to exercise or enforce any right or provision of this Agreement shall not operate as a waiver of such right or provision.

Assignment. We may assign, transfer or otherwise dispose of this Agreement in whole or in part or any of our rights hereunder in connection with a merger, acquisition, reorganization or sale of all or substantially all of our assets, or other operation of law, without your consent. The terms and conditions of this Agreement shall be binding upon assignees.

Severability. If any provision of this Agreement is, for any reason, held to be invalid or unenforceable, (i) the other provisions of this Agreement will be unimpaired, and (ii) the invalid or unenforceable provision will be deemed modified so that it is valid and enforceable to the maximum extent permitted by law.

Governing Law. This Agreement shall be governed by the laws of state of Delaware, USA without giving effect to any conflict-of-laws principles that may require the application of the law of another jurisdiction. You agree to submit to the personal jurisdiction of the courts located within the State of Delaware, USA for the purpose of litigating all claims or disputes. Notwithstanding the foregoing, we may seek injunctive or other equitable relief to protect our intellectual property rights in any court of competent jurisdiction. The United Nations Convention on Contracts for the International Sale of Goods does not apply to this Agreement.