These Memorel Standard Terms of Use (the “Terms”), together with any Additional Terms, Policies or Purchase Orders (collectively, the “Agreement”), contain the terms and conditions upon which Memorel and its Affiliates (“Memorel”, “we”, and “us”) provides Services to you the customer (“Customer”, “you”, and “your”) and govern your use of the Memorel Platform. In the event of a conflict between these Terms and any transaction-specific language found in a Purchase Order, the Purchase Order shall control.

1. ABOUT THE TERMS
2. These Terms govern access to or use by You (i.e., the Customer) of the Services and the Memorel Platforms.
3. 2.2 These Terms supersede all prior agreements or arrangements, verbal or written communications, with You, except if You are a Customer who has entered into a separate Master Services Agreement with Memorel.
4. .3 We may cease offering or deny access to the Services and online Platform or any portion thereof at any time for any reason. The exchange of value and consideration for these terms of use is the physical memory gem and its associated purchase price.
5. 2.4 Supplemental terms may apply to certain Services, such as policies for a particular event, activity, or promotion, and such supplemental terms will be accessible by You in connection with the applicable Service(s). Supplemental terms are in addition to, and shall be deemed a part of, the Terms for the purposes of the applicable Service(s). Supplemental terms shall prevail over these Terms in the event of a conflict with respect to the applicable Services.
6. 2.5 We may amend these Terms from time to time and strongly encourage You to return regularly to this page to review the current Terms. Amendments will be effective upon Our posting of i) updated Terms on this webpage and/or via a link on our website homepage https://memorel.com; or ii) distribution of the amended Terms or supplemental terms regarding the applicable Service(s). By continuing to use the Services following any update or amendments to the Terms, You consent and agree to be bound by the Terms as amended.

7. Your Memorel Online Account. If you meet the age requirements you can create a Memorel Account for your convenience. Some services require that you have a Memorel Account in order to work — for example, to post or comment on a page, you need a Memorel Account so that you have a place to send and receive your information. You’re responsible for what you do with your Memorel Account, including taking reasonable steps to keep your Memorel’s Account secure, and we encourage you to regularly change your password and update security as necessary.
8. Using Memorel services on behalf of an organization. To use our services on behalf of an organization:

• an authorized representative of that organization must agree to these terms
• your organization’s administrator may assign a Memorel Account to you. That administrator might require you to follow additional rules and may be able to access or disable your Memorel Account.

9. Customer Responsibilities. Many of our services allow you to interact with others. We want to maintain a respectful environment for everyone, which means you must follow these basic rules of conduct:

• comply with applicable laws, including export control, sanctions, and human trafficking laws
• respect the rights of others, including privacy and intellectual property rights
• don’t abuse or harm others or yourself (or threaten or encourage such abuse or harm) — for example, by misleading, defrauding, defaming, bullying, harassing, or stalking others
• don’t abuse, harm, interfere with, or disrupt the services

Our service-specific additional terms and policies provide additional details about appropriate conduct that everyone using those services must follow. If you find that others aren’t following these rules, many of our services allow you to report abuse.

10. Non-Exclusive Access Grant. You are granted non-exclusive, non-transferrable, and revocable access to Memorel’s Platform solely for Your individual or business purposes, subject to these Terms. This access is limited by the restrictions listed below, as well as user count, location, term, and other transaction-specific details that may be found in an Order Form.
11. Restrictions. You may not reproduce, resell, assign, grant access to, license, sub-license, market, or otherwise distribute the Platform or any Memorel Intellectual Property. You also may not: (i) attempt to reverse engineer, decompile, disassemble, or otherwise translate or modify the Platform or any Memorel Intellectual Property; (ii) defeat, disable, or circumvent any protection mechanism related to the Platform, including network, application, or information systems scanning or performing penetration testing; (iii) allow any third-party, with the exception of our authorized maintenance providers, to maintain or repair the Platform; or (iv) allow or encourage any third-party to do any of the foregoing.
12. Age requirements. If you’re under the age required to manage your own Google Account, you must have your parent or legal guardian’s permission to use a Memorel Account. Please have your parent or legal guardian read these terms with you. If you’re a parent or legal guardian, and you allow your child to use the services, then these terms apply to you and you’re responsible for your child’s activity on the services.
13. Disclaimer of Warranties. The Platform is provided as-is. We do not provide any warranty for the Platform, and specifically disclaim any warranties, express or implied, including warranties of merchantability, fitness for a particular purpose, title, or non-infringement as well as effects or damage to Memory Gems caused by weather, normal wear and tear or incidental damage and theft.
14. Suspension/Termination. You are responsible for all activity that occurs via your account. Services may be suspended for Cause or use of the Platform in a manner that may be unlawful, may harm Memorel or a third party, or materially hinder performance of the Platform. Accounts may be terminated for Cause by giving written notice of such Cause to the nonbreaching party. Termination for Cause will be effective thirty (30) days after receipt of such notice if such Cause is not cured in all material respects.

If we reasonably believe that any of your content (1) breaches these terms, service-specific additional terms or policies, (2) violates applicable law, or (3) could harm our users, third parties, or Memorel, then we reserve the right to take down some or all of that content in accordance with applicable law. Examples include child pornography, content that facilitates human trafficking or harassment, content that promotes/encourages/endorses violence and content that infringes someone else’s intellectual property rights.

15. Compliance with Laws. Both you and Memorel shall comply with applicable laws. You are solely responsible to monitor your account for illegal or fraudulent use. If either you or we become aware of a violation of applicable law by itself or the other party, or illegal or fraudulent use, that party must promptly notify the other party of the violation.
    1. Export Restrictions. Cloud Services may be subject to U.S. Export Administration Regulations. None of the Cloud Services, Documentation, or underlying information or technology may be downloaded or otherwise exported or re-exported into a country to which the U.S. has embargoed goods; to anyone on the U.S. Treasury Department’s list of Specially Designated Nationals or the U.S. Commerce Department’s Table of Deny Orders; or to any country who is considered by the U.S. as a supporter of international terrorism without proper authorization from the U.S. government. Customer shall indemnify, defend, and hold Memorel harmless of and from any and all damages incurred by Memorel as a result of the Customer’s failure to obtain the necessary licenses to export, re-export, or import the Cloud Services or Documentation, or for any other breach of these Terms.
16. Content. You retain all rights in and title to your Content except as expressly granted herein. Some of our services are designed to let you upload, submit, store, send, receive, or share your content. You have no obligation to provide any content to our services and you’re free to choose the content that you want to provide. If you choose to upload or share content, please make sure you have the necessary rights to do so and that the content is lawful.

We may access, view, display, or listen to your Content in the course of providing the Platform, for example, to (a) provide the Platform; (b) respond to support requests; (c) detect, prevent, or otherwise address fraud, security, unlawful, or technical issues; and (d) enforce the Agreement. When you upload Content to the Platform, you grant us a nonexclusive, worldwide, royalty-free, sublicensable, and transferable license during the Term to use, reproduce, display, distribute, modify (so as to better showcase your Content, for example), perform, and translate the Content as needed in response to user driven actions (such as when you choose to privately store or share your Content with others). Except to the extent granted herein, we disclaim any rights of title to your Content. You warrant that (a) you are the owner or authorized licensee of the Content and have all necessary licenses, consents, authorizations and waivers for the use of the Content; and (b) the Content and your use of the Platform at all times complies with the Agreement.

Other Content. Our services may give you access to content that belongs to other people or organizations — for example, a friend’s page of a deceased family member or an obituary from a newspaper article. You may not use this content without that person or organization’s permission, or as otherwise allowed by law. The views expressed in other people or organizations’ content are theirs, and don’t necessarily reflect Memorel views.

17. Privacy and Security. It is Your sole responsibility to keep Your account, ID/user name, password, Content and other private or sensitive information confidential. You understand and agree that You are solely responsible for all computer password, data, file and network security, including but not limited to, an active firewall on Your computer and/or network connection, anti-virus software and anti-spyware software, necessary to secure and protect any Content, proprietary or confidential information that You provide, store, submit, transmit or disclose directly or indirectly with Your use of the Memorel Services. You are solely responsible for protecting and storing the and Content on Your device such as by installing anti-virus software, updating Your software, backing up information and Content, storing Content, password protecting Your files, and not permitting third-party physical or electronic access to Your devices. Memorel is not a data storage service and makes no guarantees or representations regarding access to, retrieval or storage of any information loaded on to the site.

1. 1. You can view Our privacy statement (“Privacy Policy”) at https://memorel.com/privacy-policy which describes Our use of information gained through Your use of the Services. You agree to the Privacy Policy, and any changes published to it. You agree that We may use and maintain Your data according to the Privacy Policy as part of the Services. You give Us permission to combine information You enter or upload for the Services with that of other users of the Services and/or other services we offer. By way of example and not by limitation, this means that We may use Your and other users’ non-identifiable, aggregated data to improve the Services or to design promotions and provide ways for You to compare business practices with other users as described in Section 17. We are a global company and may access or store personal information in multiple countries, including countries outside of Your own country to the extent permitted by applicable law.
   2. You consent to allow electronic communications, including any information or notices that We may be required by law to send to You or that may pertain to the Services or use of information You may submit in connection with the Services. We may provide such communications to You: (1) via e-mail at the e-mail address You designated to Us; (2) via “push notifications” to Your mobile device; (3) by access to Our website that will generally be designated in advance for such purpose or designated in an e-mail notice to You; (4) any messaging or chat application for computer or mobile device of Our choosing; or (5) in the course of Your use of the Services including, without limitation, via a screen or page within the Memorel Platforms or via a link from within the Memorel Platforms to a web page containing the communication.
   3. You are responsible for updating Your email address, mailing address and phone number with Us and to keep such contact information current.
   4. We may, but have no obligation to, monitor Your Content. We may disclose any information necessary to satisfy Our legal obligations, protect Ourselves, Our customers, or Our affiliates, or to operate the Services properly. Memorel, in its sole discretion, may refuse to post, remove, or refuse to remove, any Content, in whole or in part, alleged to be, or that Memorel determines in its sole discretion to be, unacceptable, undesirable, inappropriate, or in violation of these Terms.
   5. You agree not to use, or permit any third party to use, the Services to upload, post, distribute, link to, publish, reproduce, engage in or transmit any objectionable, harmful, or deceptive Content, including but not limited to:
      1. illegal, fraudulent, defamatory, obscene, pornographic, profane, threatening, abusive, hateful, harassing, offensive, inappropriate, or objectionable information or communications of any kind, including without limitation conduct that would encourage “flaming” others, or would incur criminal or civil liability under any local, state, federal or foreign law;
      2. Content that seeks to, directly or indirectly, impersonate someone else (not associated with the Memory Gem) or falsely represent Your identity or qualifications, or that constitutes a breach of any individual’s or entity’s privacy;
      3. misrepresentations of Your authority to act on behalf of any third party or utilize the Services for the benefit of a third party; and
      4. Virus, Trojan horse, worm or other disruptive or harmful software or data.
   6. Except as permitted by Us in writing, You further agree not to use, or permit any third party to use, the Services to upload, post, distribute, link to, publish, reproduce, engage in or transmit any investment opportunities, solicitations, chain letters, pyramid schemes, other unsolicited commercial communications or engage in spamming or flooding
2. Use with your Mobile Device
   1. Access to the Services may occur through an authorized mobile application and may not be available for all devices or telecommunication providers. You will need to check the Memorel website to ensure Your mobile device and telecommunications provider is compatible with the Memorel Platforms.
   2. Apple Requirements. To the extent that You are using Our Services on an iOS device, You further acknowledge and agree to this provision related to Apple Inc. (“Apple”). You acknowledge that these Terms are between you and Memorel only, not with Apple and Apple is not responsible for the Services and the content thereof.
      1. Apple has no obligation whatsoever to furnish any maintenance and support services with respect to the Services. In the event of any failure of the Services to conform to any applicable warranty, You may notify Apple and Apple will refund any applicable purchase price for the mobile application to You; and, to the maximum extent permitted by applicable law, Apple has no other warranty obligation whatsoever with respect to the Services.
      2. Apple is not responsible for addressing any claims by You or any third party relating to the Services or Your possession and/or use of the Services, including, but not limited to:
         1. Product liability claims;
         2. Any claim that the Services fail to conform to any applicable legal or regulatory requirement; and
         3. Claims arising under consumer protection or similar legislation
      3. Apple is not responsible for the investigation, defense, settlement and discharge of any third-party claim that the Services and/or Your possession and use of the mobile application infringes that third party’s intellectual property rights. You agree to comply with any applicable third-party terms when using the Services. Apple and Apple’s subsidiaries are third-party beneficiaries of these Terms, and upon your acceptance of these Terms, Apple will have the right (and will be deemed to have accepted the right) to enforce these Terms against you as a third-party beneficiary of these Terms.
      4. You hereby represent and warrant that:
         1. You are not located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a “terrorist supporting” country; and
         2. You are not listed on any U.S. Government list of prohibited or restricted parties.

19. Intellectual Property. We (and our licensors) remain the sole owner of all right, title, and interest in the Platform, Resulting Information, and all Memorel Intellectual Property rights, and any rights therein not granted in these Terms are reserved by us. You may not display or use the Memorel Intellectual Property without our express prior written approval.
20. Feedback. In the event that you submit Feedback to us, you grant us a non-exclusive, worldwide, royalty-free, sublicensable, and transferable license to use your Feedback for any legal purpose, including incorporating it into our products and services.
21. Confidentiality. During the term of an Agreement, you or we may disclose information to each other that the discloser believes to be confidential (“Confidential Information”). So long as this information is disclosed as being confidential, either orally or in writing, or should reasonably be believed to be confidential, the receiving party will treat the information with the same degree of care as it treats its own Confidential Information, but never less than a reasonable degree of care. The receiving party will not disclose the Confidential Information to any third party, except for those that have a fiduciary duty to the receiving party (i.e. legal, financial, or insurance advisors, or auditors). If the receiving party is required to disclose the Confidential Information of the other party, it will promptly notify the discloser of the obligation, and allow them the opportunity to seek an injunction against disclosure. This provision supersedes any previous agreement between you and us related to Confidential Information. The terms of any Agreement will be the Confidential Information of each party.
22. Indemnification. You will indemnify us and our affiliates, officers, agents, employees, partners, and licensors from any claim, demand, loss, or damage, including reasonable attorneys’ fees, arising out of or related to your Content, your use of the Platform, or your breach of Section 1 (Non-Exclusive Access Grant), Section 5 (Compliance with Laws), Section 7 (Intellectual Property), or Section 9 (Confidentiality) of these Terms.
23. Limitation of Liability.
    1. We are not liable for any loss of use, data, goodwill, or profits, whatsoever, and any special, incidental, indirect, consequential, or punitive damages whatsoever, regardless of cause (even if we have been advised of the possibility of the loss or damages), including losses and damages (a) resulting from loss of use, data, or profits, whether or not foreseeable; (b) based on any theory of liability, including breach of contract or warranty, negligence or other tortious action; or (c) arising from any other claim arising out of or in connection with your use of or access to the Platform.
    2. Our total liability arising out of or related to a Purchase of the Memorel products is limited to the aggregate amount paid by you for products or services purchased during the twelve (12) months preceding the event giving rise to the liability or the price of Memory Gems purchased (whichever is less). This limitation will apply regardless of the form or source of claim or loss, whether the claim or loss was foreseeable, and whether a party has been advised of the possibility of the claim or loss.
    3. We do not control the flow of information over the internet; accordingly, in no event will we be liable for any damages, liabilities, costs, or expenses resulting from or related to an internet disruption or the acts, omissions, or delays of Infrastructure Providers.
    4. Remedies specified in these Terms or any Product-Specific Terms are exclusive and limited to those expressly described therein.
24. Product-Specific Terms. Certain products or services that we provide may be subject to additional product-specific terms (“Product-Specific Terms”), found online and as may be incorporated through corresponding product descriptions. In the event of a conflict between these Terms and any Product Specific Terms, the Product-Specific Terms will control in relation to that product or service.
25. Updates to the Terms and Product-Specific Terms. We may modify these Terms and the Product-Specific Terms and post the modified version to turninghearts.com/Terms. You should look at the Terms regularly. By continuing to use or access the Platform after the revisions are posted, you agree to be bound by the revised Terms or Product-Specific Terms.
26. Non-Solicitation. During the term of any Agreement and for twelve (12) months after any termination of any Agreement, , you won’t, without our prior written approval, either directly or indirectly, solicit or attempt to solicit, divert, or hire away any of our employees. However, nothing shall prevent either party from hiring employees of the other party that respond to a general public solicitation of employment for that party.
27. Governing Law. These terms and any purchase with us will be governed by the law of Delaware. Jurisdiction and venue for any dispute arising under an Agreement will be exclusive to the state and federal courts seated in Salt Lake County, Utah.

Any claim or cause of action must be brought within one (1) year following the date the claim or cause of action first arose.

28. Miscellaneous.
    1. Assignment. You may not assign or otherwise transfer the Agreement or your rights and obligations under the Agreement, in whole or in part, without our written consent, and any such attempt will be void. We may transfer our rights under the Agreement to a third party.
    2. Force Majeure. Neither party will be liable to perform any obligations under an agreement, except for payment of monies owed, because of circumstances beyond its reasonable control, including but not limited to natural disaster, terrorism, sabotage, war, internet outages, infrastructure failure, power failures, or acts or omissions of government.
    3. Headings. Headings used in the Agreement are provided for convenience only and will not be used to construe meaning or intent.
    4. Integration. These Terms, together with any Order Forms, represent the full and complete Agreement between you and us, and revokes and supersedes all prior agreements, oral or written between you and us.
    5. No Waiver. Our failure to enforce or exercise any provision of the Terms is not a waiver of that provision.
    6. Notice. All notices, requests, or other communications between you and us must be in writing and shall be deemed to have been delivered when sent by registered or certified mail, return receipt requested, by reputable courier as evidenced by a delivery receipt to each party’s respective address as listed on an Order Form, or by email to _____________; any other notice is invalid.
    7. Publicity. By entering into an Agreement with us, you consent to the inclusion of your name, information, content and logo in a customer listing as part of our website and marketing materials. For example, to promote a Memorel product, website or app, we might quote a review you wrote. Or to promote Memorel, we might show a screenshot of the app you offer in the website.
    8. Severability. If any provision of the Agreement is held invalid or unenforceable for any reason, the remaining provisions of the Agreement will continue in full force and effect.
    9. Survival. Those provisions that would, by their nature, survive termination of the Agreement, together with Sections 3 (Disclaimer of Warranties), 7 (Intellectual Property), 9 (Confidentiality), and 11 (Limitation of Liability), shall survive termination of the Agreement.
    10. Additional Provisions. A digital copy of an Agreement, or a digital signature on an Agreement, will be treated the same as an original Agreement or signature. References to “include,” “includes,” or “including” shall mean “including without limitation,” and references to “and” or “or” shall mean “and/or.”
29. Definitions. Some of the terms defined below may not appear in these Terms, but instead in an Order Form governed by these Terms.
    1. “Affiliate(s)” means a company owned by, controlled by, or under common control with either party.
    2. “Cause” means any material breach of the Agreement, including your failure to pay undisputed amounts by the Past Due Date.
    3. “Content” means any data you provide to us in order for you to use the Platform.
    4. “Documentation” means materials concerning the Platform which we distribute generally to our customers, including manuals, descriptions, instructions, and training materials, but does not include software code.
    5. “Feedback” means suggestions, recommendations, enhancement requests, ideas, or other feedback related to the Platform.
    6. “Infrastructure Provider(s)” means any underlying carrier, cloud services provider, data center, or other infrastructure provider of Memorel.
    7. “Memorel” “us” or “we” means Memorel and its Affiliates.
    8. “Memorel Intellectual Property” means all patents, copyrights, trademarks, service marks, trade dress, logos, product or service names, ideas, designs, concepts, object and source code, APIs, Resulting Information, know-how, and functionalities related to the Platform, including software, Documentation, solutions overviews, business requirements documents, statements of work, or the like.
    9. “Memory Gem” means the physical object with unique QR code etched into the surface and purchased by You from Memorel.
    10. “Order Form(s)” means any document accepted by Memorel for the ordering of products or services, including Service Contracts, purchase orders, statements of work, addenda, emails, regardless whether such document references these Terms.
    11. “our” means belonging to or associated with Memorel.
    12. “PII” means sensitive personally identifiable information.
    13. “Platform” or “Memorel Platform” means Memorel’s products, services, hosting environment, and related documentation.
    14. “Resulting Information” means data created by, or resulting from, the use of the Platform, including analyses, statistics, reports, and aggregations, which may include: (i) agent identifier; (ii) phone, text, chat, email, skills, and work performance metrics; (iii) information related to your registered devices; and (iv) technical, aggregate statistics and traffic patterns derived from the Content (but not including the Content), all of which shall be considered Memorel Confidential Information. For the avoidance of doubt, the term Resulting Information does not include personally identifiable information, such that there is no reasonable basis on which any individual, or Customer itself, could be identified by the Resulting Information.
    15. “you” or “your” means the legal entity listed as “Customer” on an Order Form.