Last Updated: November 16nd, 2019
Welcome, and thank you for your interest in Memora Health Inc. (“Memora,” “we,” or “us”) and our
website at www.memorahealth.com/, along with our related websites, networks, applications, mobile applications, and
other services provided by us (collectively, the “Service”). These Terms of Service are a legally
binding contract between you and Memora regarding your use of the Service.
OUR SERVICE IS NOT INTENDED FOR EMERGENCY SITUATIONS. IN THE EVENT OF A MEDICAL EMERGENCY, PLEASE CALL 911 OR
APPROPRIATE EMERGENCY RESPONDERS.
PLEASE READ THE FOLLOWING TERMS CAREFULLY.
BY RESPONDING 'Y,' OR BY DOWNLOADING, INSTALLING, OR OTHERWISE ACCESSING OR USING THE SERVICE,
YOU AGREE THAT YOU HAVE READ AND UNDERSTOOD, AND, AS A CONDITION TO YOUR USE OF THE SERVICE, YOU AGREE TO BE BOUND BY,
YOU ARE NOT ELIGIBLE, OR DO NOT AGREE TO THE TERMS, THEN YOU DO NOT HAVE OUR PERMISSION TO USE THE SERVICE. YOUR USE
OF THE SERVICE, AND MEMORA’S PROVISION OF THE SERVICE TO YOU, CONSTITUTES AN AGREEMENT BY MEMORA AND BY YOU TO BE BOUND
BY THESE TERMS.
ARBITRATION NOTICE. Except for certain kinds of disputes described in Section 15, you agree that
disputes arising under these Terms will be resolved by binding, individual arbitration, and BY ACCEPTING THESE TERMS,
YOU AND MEMORA ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE IN ANY CLASS ACTION OR REPRESENTATIVE
PROCEEDING. YOU AGREE TO GIVE UP YOUR RIGHT TO GO TO COURT to assert or defend your rights under this contract (except
for matters that may be taken to small claims court). Your rights will be determined by a NEUTRAL ARBITRATOR and NOT a
judge or jury. (See Section 15).
1. Service Overview. The Service is a platform that allows users to set medication reminders and provides
users access to an artificial intelligence engine (“AI Engine”) that delivers clinical support in the form
of disease management suggestions, reminders, healthcare services such as appointment scheduling, and related information
(“Care Management Information”) to users via a natural language processing algorithm.
2. Eligibility. You must be at least 18 years old to use the Service. By agreeing to these Terms, you
represent and warrant to us that: (a) you are at least 18 years old; (b) you have not previously been suspended or removed
from the Service; and (c) your registration and your use of the Service is in compliance with any and all applicable laws and
regulations. If you are an entity, organization, or company, the individual accepting these Terms on your behalf represents and
warrants that they have authority to bind you to these Terms and you agree to be bound by these Terms.
3. Accounts and Registration. If you are signing up for the Service with Memora directly, you must register
for an account (or permit Memora to register an account on your behalf). When you register for an account, you may be required
to provide us with some information about yourself, such as your name, email address, and mobile number. You agree that the
information you provide to us is accurate and that you will keep it accurate and up-to-date at all times. When you register,
you will be asked to provide a password. You are solely responsible for maintaining the confidentiality of your account and
password, and you accept responsibility for all activities that occur under your account. If you believe that your account is
no longer secure, then you must immediately notify us at
4. General Payment Terms. Certain features of the Service may require you to pay fees. Before you pay any
fees, you will have an opportunity to review and accept the fees that you will be charged. All fees are in U.S. Dollars and
- 4.1 Price. Memora reserves the right to determine pricing for the Service. Memora will make reasonable
efforts to keep pricing information published on the website up to date. We encourage you to check our website periodically
for current pricing information. Memora may change the fees for any feature of the Service, including additional fees or
charges, if Memora gives you advance notice of changes before they apply. Memora, at its sole discretion, may make promotional
offers with different features and different pricing to any of Memora’s customers. These promotional offers, unless made to
you, will not apply to your offer or these Terms.
- 4.2 Authorization. You authorize Memora to charge all sums for the orders that you make and any level of
Service you select as described in these Terms or published by Memora, to the payment method specified in your account. If you
pay any fees with a credit card, Memora may seek pre-authorization of your credit card account prior to your purchase to verify
that the credit card is valid and has the necessary funds or credit available to cover your purchase.
- 4.3 Subscription Service. The Service may include automatically recurring payments for periodic charges
(“Subscription Service”). If you activate a Subscription Service, you authorize Memora to periodically charge,
on a going-forward basis and until cancellation of either the recurring payments or your account, all accrued sums on or before
the payment due date for the accrued sums. The “Subscription Billing Date” is the date when you purchase your
first subscription to the Service. For information on the “Subscription Fee”, please see our page at
https://www.memorahealth.com/. Your account will be charged automatically on the
Subscription Billing Date all applicable fees for the next subscription period. The subscription will continue unless and until
you cancel your subscription or we terminate it. You must cancel your subscription before it renews in order to avoid billing
of the next periodic Subscription Fee to your account. We will bill the periodic Subscription Fee to the payment method you provide
to us during registration (or to a different payment method if you change your payment information). You may cancel the Subscription
Service by clicking the “unsubscribe” link in your account or by contacting us at:
- 4.4 Delinquent Accounts. Memora may suspend or terminate access to the Service for any account for which any amount
is due but unpaid. In addition to the amount due for the Service, a delinquent account will be charged with fees or charges that are
incidental to any chargeback or collection of any the unpaid amount, including collection fees.
5. Consent to Use of Artificial Intelligence Engine; and Use of Protected Health Information.
- 5.1 Any Care Management Information you receive via the Service is provided by the AI Engine, not a human being. The AI Engine is
meant to be a tool to assist an individual in improving their compliance with treatments prescribed or recommended by their healthcare
provider. Any Care Management Information you receive via the Service is not medical advice, and is not reviewed or authorized by a
physician or healthcare provider. Use of an AI Engine may offer certain potential benefits (e.g., automated reminders to perform physical
therapy exercises or take medications), but also presents certain potential risks (e.g., the Care Management Information does not take into
account all the specifics of each user’s medical history, the AI Engine is not able to exercise medical judgment, security protocols could
fail, causing a breach of privacy of personal medical information, delays could be caused by malfunctioning of equipment or connections).
By agreeing to these Terms, you represent and warrant that you have had the opportunity to consider the risks and benefits of the use of an
AI Engine to obtain Care Management Information, including use of the Service, and that you have provided voluntary informed consent to the
use of the AI Engine and provision of the Service to you.
care provider enrolled you in the Service, the information collected from you may be given to your physicians and other health care personnel for
the purposes of providing health care services and treatment. By agreeing to these Terms, you are consenting to and authorizing the use and disclosure
of your information collected in connection with the Service. Your permission for the use and/or disclosure of this information will be in effect until
you withdraw your permission. You may withdraw your permission at any time by writing to us at
[email protected]. If you withdraw your
permission for the use and disclosure of your information, you can no longer use the Service, and the collection, use, and disclosure of new information
will stop. However, information that has already been collected may still be used and disclosed in accordance with applicable law.
- 5.3 Limited License. Subject to your complete and ongoing compliance with these Terms, Memora grants you, solely for your personal,
non-commercial use, a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to: (a) install and use one object code copy of
any mobile application associated with the Service obtained from a legitimate marketplace (whether installed by you or pre-installed on your mobile
device by the device manufacturer) on a mobile device that you own or control; and (b) access and use the Service.
- 5.4 License Restrictions. Except and solely to the extent such a restriction is impermissible under applicable law, you may not:
(a) reproduce, distribute, publicly display, or publicly perform the Service; (b) make modifications to the Service; or (c) interfere with or circumvent
any feature of the Service, including any security or access control mechanism. If you are prohibited under applicable law from using the Service, you may
not use it.
- 5.5 Feedback. If you choose to provide input and suggestions regarding problems with or proposed modifications or improvements to
the Service (“Feedback”), then you hereby grant Memora an unrestricted, perpetual, irrevocable, non-exclusive, fully-paid,
royalty-free right to exploit the Feedback in any manner and for any purpose, including to improve the Service and create other products and services.
6. Ownership; Proprietary Rights. The Service is owned and operated by Memora. The visual interfaces, graphics, design, compilation,
information, data, computer code (including source code or object code), products, software, services, and all other elements of the Service (“Materials”)
provided by Memora are protected by intellectual property and other laws. All Materials included in the Service are the property of Memora or its
third party licensors. Except as expressly authorized by Memora, you may not make use of the Materials. Memora reserves all rights to the Materials
not granted expressly in these Terms.
7. Third Party Terms
- 7.1 Third Party Services and Linked Websites. Memora may provide tools through the Service that enable you to export
information, including User Content, to third party services. If you use one of these tools, you agree that Memora may transfer that
information to the applicable third party service. Third party services are not under Memora’s control, and Memora is not responsible for
any third party service’s use of your exported information. The Service may also contain links to third party websites. Linked websites are
not under Memora’s control, and Memora is not responsible for their content.
- 7.2 Third Party Software. The Service may include or incorporate third party software components that are generally
available free of charge under licenses granting recipients broad rights to copy, modify, and distribute those components
(“Third Party Components”). Although the Service is provided to you subject to these Terms, nothing in these
Terms prevents, restricts, or is intended to prevent or restrict you from obtaining Third Party Components under the applicable third
party licenses or to limit your use of Third Party Components under those third party licenses.
8. User Content
- 8.1 User Content Generally. Certain features of the Service may permit users to upload content to or transmit content
via the Service, including messages, reviews, photos, video, images, folders, data, text, prescription information, and other types of works
(“User Content”). You retain any copyright and other proprietary rights that you may hold in the User Content that you post
to the Service.
- 8.2 Limited License Grant to Memora. By providing User Content to or via the Service, you grant Memora a worldwide,
non-exclusive, royalty-free, perpetual, fully paid right and license (with the right to sublicense) to host, store, transfer, display,
perform, reproduce, modify for the purpose of formatting for display, and distribute your User Content, in whole or in part, in any media
formats and through any media channels now known or hereafter developed.
- 8.3 Limited License Grant to Other Users. By providing User Content to or via the Service to other users of the Service,
you grant those users a non-exclusive license to access and use that User Content as permitted by these Terms and the functionality of the Service.
- 8.4 User Content Representations and Warranties. Memora disclaims any and all liability in connection with User Content.
You are solely responsible for your User Content and the consequences of providing User Content via the Service. By providing User Content
via the Service, you affirm, represent, and warrant that:
- a. you are the creator and owner of the User Content, or have the necessary licenses, rights, consents, and permissions to authorize
Memora and users of the Service to use and distribute your User Content as necessary to exercise the licenses granted by you in this Section,
in the manner contemplated by Memora, the Service, and these Terms;
- b. your User Content, and the use of your User Content as contemplated by these Terms, does not and will not: (i) infringe, violate,
or misappropriate any third party right, including any copyright, trademark, patent, trade secret, moral right, privacy right, right of
publicity, or any other intellectual property or proprietary right; (ii) slander, defame, libel, or invade the right of privacy, publicity
or other property rights of any other person; or (iii) cause Memora to violate any law or regulation; and
- c. your User Content could not be deemed by a reasonable person to be objectionable, profane, indecent, pornographic, harassing,
threatening, embarrassing, hateful, or otherwise inappropriate.
- 8.5 User Content Disclaimer. We are under no obligation to edit or control User Content that you or other users post or
publish, and will not be in any way responsible or liable for User Content. Memora may, however, at any time and without prior notice, screen,
remove, edit, or block any User Content that in our sole judgment violates these Terms or is otherwise objectionable. You understand that when
using the Service you will be exposed to User Content from a variety of sources and acknowledge that User Content may be inaccurate, offensive,
indecent, or objectionable. You agree to waive, and do waive, any legal or equitable right or remedy you have or may have against Memora with
respect to User Content. If notified by a user or content owner that User Content allegedly does not conform to these Terms, we may investigate
the allegation and determine in our sole discretion whether to remove the User Content, which we reserve the right to do at any time and without
notice. For clarity, Memora does not permit copyright-infringing activities on the Service.
- 8.6 Monitoring Content. Memora does not control and does not have any obligation to monitor: (a) User Content;
(ii) any content made available by third parties; or (iii) the use of the Service by its users. You acknowledge and agree that Memora reserves
the right to, and may from time to time, monitor any and all information transmitted or received through the Service for operational and other
purposes. If at any time Memora chooses to monitor the content, Memora still assumes no responsibility or liability for content or any loss or
damage incurred as a result of the use of content. During monitoring, information may be examined, recorded, copied, and used in accordance with
9. Prohibited Conduct. BY USING THE SERVICE YOU AGREE NOT TO:
- a. use the Service for any illegal purpose or in violation of any local, state, national, or international law;
- b. violate, or encourage others to violate, any right of a third party, including by infringing or misappropriating any third party
intellectual property right;
- c. interfere with security-related features of the Service, including by: (i) disabling or circumventing features that prevent or
limit use or copying of any content; or (ii) reverse engineering or otherwise attempting to discover the source code of any portion of the
Service except to the extent that the activity is expressly permitted by applicable law;
- d. interfere with the operation of the Service or any user’s enjoyment of the Service, including by: (i) uploading or otherwise
disseminating any virus, adware, spyware, worm, or other malicious code; (ii) making any unsolicited offer or advertisement to another user
of the Service; (iii) collecting personal information about another user or third party without consent; or (iv) interfering with or disrupting
any network, equipment, or server connected to or used to provide the Service;
- e. perform any fraudulent activity including impersonating any person or entity, claiming a false affiliation, accessing any other
Service account without permission, or falsifying your age or date of birth;
- f. sell or otherwise transfer the access granted under these Terms or any Materials (as defined in Section 6) or any right or ability
to view, access, or use any Materials; or
- g. attempt to do any of the acts described in this Section 9 or assist or permit any person in engaging in any of the acts described in
this Section 9.
10. Modification of these Terms. We reserve the right to change these Terms on a going-forward basis at any time upon 7 days’
notice. Please check these Terms periodically for changes. If a change to these Terms materially modifies your rights or obligations, you will
be required to accept the modified Terms in order to continue to use the Service. Material modifications are effective upon your acceptance of
the modified Terms. Immaterial modifications are effective upon publication. Except as expressly permitted in this Section 10, these Terms may
be amended only by a written agreement signed by authorized representatives of the parties to these Terms. Disputes arising under these Terms
will be resolved in accordance with the version of these Terms that was in effect at the time the dispute arose.
11. Term, Termination and Modification of the Service
- 11.1 Term. These Terms are effective beginning when you accept the Terms or first download, install, access, or use the
Service, and ending when terminated as described in Section 11.2.
- 11.2 Termination. If you violate any provision of these Terms, your authorization to access the Service and these
Terms automatically terminate. In addition, Memora may, at its sole discretion, terminate these Terms or your account on the Service,
or suspend or terminate your access to the Service, at any time for any reason or no reason, with or without notice. You may terminate
your account and these Terms at any time by clicking the unsubscribe link in your account or contacting customer service at
- 11.3 Effect of Termination. Upon termination of these Terms: (a) your license rights will terminate and you must
immediately cease all use of the Service; (b) you will no longer be authorized to access your account or the Service; (c) you must pay
Memora any unpaid amount that was due prior to termination; and (d) all payment obligations accrued prior to termination and Sections
5.5, 6, 8, 11.3, 12, 13, 14, 15 and 16 will survive.
- 11.4 Modification of the Service. Memora reserves the right to modify or discontinue the Service at any time
(including by limiting or discontinuing certain features of the Service), temporarily or permanently, without notice to you. Memora
will have no liability for any change to the Service or any suspension or termination of your access to or use of the Service. If Memora
discontinues the Service, Memora will provide you a refund any unused portions of prepaid fees.
12. Indemnity. You are responsible for your use of the Service, and you will defend and indemnify Memora and its officers,
directors, employees, consultants, affiliates, subsidiaries and agents (together, the “Memora Entities”) from and against
every claim brought by a third party, and any related liability, damage, loss, and expense, including reasonable attorneys' fees and costs,
arising out of or connected with: (a) your use of, or misuse of, the Service; (b) your violation of any portion of these Terms, any representation,
warranty, or agreement referenced in these Terms, or any applicable law or regulation; (c) your violation of any third party right, including any
intellectual property right or publicity, confidentiality, other property, or privacy right; or (d) any dispute or issue between you and any third
party. We reserve the right, at our own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by
you (without limiting your indemnification obligations with respect to that matter), and in that case, you agree to cooperate with our defense of
13. Disclaimers; No Warranties
MEMORA IS NOT A HEALTH CARE PROVIDER AND CANNOT AND DOES NOT DIAGNOSE OR TREAT YOUR HEALTH CONDITIONS. MEMORA PROVIDES NO ENDORSEMENT, REPRESENTATION
OR WARRANTY THAT ANY PARTICULAR MEDICATION OR TREATMENT IS OR WILL BE SAFE, EFFECTIVE OR APPROPRIATE FOR YOU. DO NOT USE THE SERVICE FOR MEDICAL
EMERGENCIES. IF YOU THINK YOU MAY HAVE A MEDICAL EMERGENCY, CALL 911 (OR THE EQUIVALENT CONTACT NUMBER FOR EMERGENCY SERVICES IN YOUR REGION)
IMMEDIATELY. MEMORA IS NOT RESPONSIBLE FOR DELAYED RESPONSE TIMES OR TECHNICAL DIFFICULTIES EXPERIENCED VIA THE SERVICE. YOU ARE SOLELY RESPONSIBLE
FOR KEEPING YOUR MEDICAL INFORMATION AND PRESCRIPTION INFORMATION UP TO DATE.
THE SERVICE AND ALL MATERIALS AND CONTENT AVAILABLE THROUGH THE SERVICE ARE PROVIDED “AS IS” AND ON AN “AS AVAILABLE” BASIS. MEMORA DISCLAIMS ALL
WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, RELATING TO THE SERVICE AND ALL MATERIALS AND CONTENT AVAILABLE THROUGH THE SERVICE, INCLUDING:
(A) ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, QUIET ENJOYMENT, OR NON-INFRINGEMENT; AND (B) ANY WARRANTY
ARISING OUT OF COURSE OF DEALING, USAGE, OR TRADE. MEMORA DOES NOT WARRANT THAT THE SERVICE OR ANY PORTION OF THE SERVICE, OR ANY MATERIALS OR
CONTENT OFFERED THROUGH THE SERVICE, WILL BE UNINTERRUPTED, SECURE, OR FREE OF ERRORS, VIRUSES, OR OTHER HARMFUL COMPONENTS, AND MEMORA DOES NOT
WARRANT THAT ANY OF THOSE ISSUES WILL BE CORRECTED.
NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM THE SERVICE OR MEMORA ENTITIES OR ANY MATERIALS OR CONTENT AVAILABLE THROUGH
THE SERVICE WILL CREATE ANY WARRANTY REGARDING ANY OF THE MEMORA ENTITIES OR THE SERVICE THAT IS NOT EXPRESSLY STATED IN THESE TERMS. WE ARE NOT
RESPONSIBLE FOR ANY DAMAGE THAT MAY RESULT FROM THE SERVICE AND YOUR DEALING WITH ANY OTHER SERVICE USER. YOU UNDERSTAND AND AGREE THAT YOU USE ANY
PORTION OF THE SERVICE AT YOUR OWN DISCRETION AND RISK, AND THAT WE ARE NOT RESPONSIBLE FOR ANY PHYSICAL HARM, DAMAGE TO YOUR PROPERTY (INCLUDING
YOUR COMPUTER SYSTEM OR MOBILE DEVICE USED IN CONNECTION WITH THE SERVICE) OR ANY LOSS OF DATA, INCLUDING USER CONTENT.
HOWEVER, MEMORA DOES NOT DISCLAIM ANY WARRANTY OR OTHER RIGHT THAT MEMORA IS PROHIBITED FROM DISCLAIMING UNDER APPLICABLE LAW.
14. Limitation of Liability
TO THE FULLEST EXTENT PERMITTED BY LAW, IN NO EVENT WILL THE MEMORA ENTITIES BE LIABLE TO YOU FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL
OR PUNITIVE DAMAGES (INCLUDING DAMAGES FOR LOSS OF PROFITS, GOODWILL, OR ANY OTHER INTANGIBLE LOSS) ARISING OUT OF OR RELATING TO YOUR ACCESS TO
OR USE OF, OR YOUR INABILITY TO ACCESS OR USE, THE SERVICE OR ANY MATERIALS OR CONTENT ON THE SERVICE, WHETHER BASED ON WARRANTY, CONTRACT, TORT
(INCLUDING NEGLIGENCE), STATUTE, OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT ANY MEMORA ENTITY HAS BEEN INFORMED OF THE POSSIBILITY OF DAMAGE.
EXCEPT AS PROVIDED IN SECTION 15.4(III) AND TO THE FULLEST EXTENT PERMITTED BY LAW, THE AGGREGATE LIABILITY OF THE MEMORA ENTITIES TO YOU FOR
ALL CLAIMS ARISING OUT OF OR RELATING TO THE USE OF OR ANY INABILITY TO USE ANY PORTION OF THE SERVICE OR OTHERWISE UNDER THESE TERMS, WHETHER
IN CONTRACT, TORT, OR OTHERWISE, IS LIMITED TO THE GREATER OF: (A) THE AMOUNT YOU HAVE PAID TO MEMORA FOR ACCESS TO AND USE OF THE SERVICE IN
THE 12 MONTHS PRIOR TO THE EVENT OR CIRCUMSTANCE GIVING RISE TO CLAIM; OR (B) $100.
EACH PROVISION OF THESE TERMS THAT PROVIDES FOR A LIMITATION OF LIABILITY, DISCLAIMER OF WARRANTIES, OR EXCLUSION OF DAMAGES IS INTENDED TO AND
DOES ALLOCATE THE RISKS BETWEEN THE PARTIES UNDER THESE TERMS. THIS ALLOCATION IS AN ESSENTIAL ELEMENT OF THE BASIS OF THE BARGAIN BETWEEN THE
PARTIES. EACH OF THESE PROVISIONS IS SEVERABLE AND INDEPENDENT OF ALL OTHER PROVISIONS OF THESE TERMS. THE LIMITATIONS IN THIS SECTION 14 WILL
APPLY EVEN IF ANY LIMITED REMEDY FAILS OF ITS ESSENTIAL PURPOSE.
15. Dispute Resolution and Arbitration
- 15.1 Generally. In the interest of resolving disputes between you and Memora in the most expedient and cost effective
manner, and except as described in Section 15.2, you and Memora agree that every dispute arising in connection with these Terms will be resolved
by binding arbitration. Arbitration is less formal than a lawsuit in court. Arbitration uses a neutral arbitrator instead of a judge or jury, may
allow for more limited discovery than in court, and can be subject to very limited review by courts. Arbitrators can award the same damages and
relief that a court can award. This agreement to arbitrate disputes includes all claims arising out of or relating to any aspect of these Terms,
whether based in contract, tort, statute, fraud, misrepresentation, or any other legal theory, and regardless of whether a claim arises during
or after the termination of these Terms. YOU UNDERSTAND AND AGREE THAT, BY ENTERING INTO THESE TERMS, YOU AND MEMORA ARE EACH WAIVING THE RIGHT
TO A TRIAL BY JURY OR TO PARTICIPATE IN A CLASS ACTION.
- 15.2 Exceptions. Despite the provisions of Section 15.1, nothing in these Terms will be deemed to waive, preclude, or otherwise
limit the right of either party to: (a) bring an individual action in small claims court; (b) pursue an enforcement action through the applicable
federal, state, or local agency if that action is available; (c) seek injunctive relief in a court of law in aid of arbitration; or (d) to file
suit in a court of law to address an intellectual property infringement claim.
- 15.3 Arbitrator. Any arbitration between you and Memora will be settled under the Federal Arbitration Act and administered by
the American Arbitration Association (“AAA”) under its Consumer Arbitration Rules (collectively, “AAA Rules”) as
modified by these Terms. The AAA Rules and filing forms are available online at www.adr.org, by calling the AAA at 1-800-778-7879, or by contacting
Memora. The arbitrator has exclusive authority to resolve any dispute relating to the interpretation, applicability, or enforceability of this
binding arbitration agreement.
- 15.4 Notice of Arbitration; Process. A party who intends to seek arbitration must first send a written notice of the dispute to
the other party by certified U.S. Mail or by Federal Express (signature required) or, only if that other party has not provided a current physical
address, then by electronic mail (“Notice of Arbitration”). Memora's address for Notice is: Memora Health, 38 Bluxome St, STE 410,
San Francisco, CA 94107. The Notice of Arbitration must: (a) describe the nature and basis of the claim or dispute; and (b) set forth the specific
relief sought (“Demand”). The parties will make good faith efforts to resolve the claim directly, but if the parties do not reach
an agreement to do so within 30 days after the Notice of Arbitration is received, you or Memora may commence an arbitration proceeding. During the
arbitration, the amount of any settlement offer made by you or Memora must not be disclosed to the arbitrator until after the arbitrator makes a final
decision and award, if any. If the dispute is finally resolved through arbitration in your favor, Memora will pay you the highest of the following:
(i) the amount awarded by the arbitrator, if any; (ii) the last written settlement amount offered by Memora in settlement of the dispute prior to
the arbitrator’s award; or (iii) $10,000.
- 15.5 Fees. If you commence arbitration in accordance with these Terms, Memora will reimburse you for your payment of the filing
fee, unless your claim is for more than $10,000, in which case the payment of any fees will be decided by the AAA Rules. Any arbitration hearing will
take place at a location to be agreed upon in San Francisco County, California, but if the claim is for $10,000 or less, you may choose whether the
arbitration will be conducted: (a) solely on the basis of documents submitted to the arbitrator; (b) through a non-appearance based telephone hearing;
or (c) by an in-person hearing as established by the AAA Rules in the county (or parish) of your billing address. If the arbitrator finds that either
the substance of your claim or the relief sought in the Demand is frivolous or brought for an improper purpose (as measured by the standards set forth
in Federal Rule of Civil Procedure 11(b)), then the payment of all fees will be governed by the AAA Rules. In that case, you agree to reimburse Memora
for all monies previously disbursed by it that are otherwise your obligation to pay under the AAA Rules. Regardless of the manner in which the arbitration
is conducted, the arbitrator must issue a reasoned written decision sufficient to explain the essential findings and conclusions on which the decision and
award, if any, are based. The arbitrator may make rulings and resolve disputes as to the payment and reimbursement of fees or expenses at any time during
the proceeding and upon request from either party made within 14 days of the arbitrator’s ruling on the merits.
- 15.6 No Class Actions. YOU AND MEMORA AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY
AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. Further, unless both you and Memora agree otherwise, the
arbitrator may not consolidate more than one person’s claims, and may not otherwise preside over any form of a representative or class proceeding.
- 15.7 Modifications to this Arbitration Provision. If Memora makes any future change to this arbitration provision, other than a
change to Memora's address for Notice of Arbitration, you may reject the change by sending us written notice within 30 days of the change to Memora's
address for Notice of Arbitration, in which case your account with Memora will be immediately terminated and this arbitration provision, as in effect
immediately prior to the changes you rejected will survive.
- 15.8 Enforceability. If Section 15.6 is found to be unenforceable or if the entirety of this Section 15 is found to be unenforceable,
then the entirety of this Section 15 will be null and void and, in that case, the parties agree that the exclusive jurisdiction and venue described in
Section 16.1 will govern any action arising out of or related to these Terms.
Terms, are the entire and exclusive understanding and agreement between you and Memora regarding your use of the Service. You may not assign or transfer
these Terms or your rights under these Terms, in whole or in part, by operation of law or otherwise, without our prior written consent. We may assign
these Terms at any time without notice or consent. The failure to require performance of any provision will not affect our right to require performance
at any other time after that, nor will a waiver by us of any breach or default of these Terms, or any provision of these Terms, be a waiver of any
subsequent breach or default or a waiver of the provision itself. Use of section headers in these Terms is for convenience only and will not have any
impact on the interpretation of any provision. Throughout these Terms the use of the word "including" means "including but not limited to". If any part
of these Terms is held to be invalid or unenforceable, the unenforceable part will be given effect to the greatest extent possible, and the remaining
parts will remain in full force and effect.
- 16.1 Governing Law. These Terms are governed by the laws of the State of California without regard to conflict of law principles.
You and Memora submit to the personal and exclusive jurisdiction of the state courts and federal courts located within San Francisco County, California
for resolution of any lawsuit or court proceeding permitted under these Terms. We operate the Service from our offices in California, and we make no
representation that Materials included in the Service are appropriate or available for use in other locations.
https://www.memorahealth.com/privacy carefully for information relating to our collection, use,
- 16.3 Additional Terms. Your use of the Service is subject to all additional terms, policies, rules, or guidelines applicable to the
Service or certain features of the Service that we may post on or link to from the Service (the “Additional Terms”). All Additional
Terms are incorporated by this reference into, and made a part of, these Terms.
- 16.4 Consent to Electronic Communications By using the Service, you consent to receiving certain electronic communications from us
any notices, agreements, disclosures, or other communications that we send to you electronically will satisfy any legal communication requirements,
including that those communications be in writing.
- 16.5 Your Consent to Receive SMS Text Messages from Us. By providing us with your mobile telephone number, you consent to receive
text messages at that number as requested for account verification, to interact with the AI Engine, invitations, and other purposes related to the
Service. While we do not charge a fee for text messages, your carrier may charge standard messaging, data, and other fees. You are responsible for
these charges. We may send and receive text messages through cellular telephone operators or other networks, and the level of reliability may vary.
We are not responsible for the timeliness or final delivery of the message, as this is out of our control and is the responsibility of the cellular
telephone operator or other networks.
- 16.6 Contact Information. The Service is offered by Memora Health, located at 38 Bluxome St, STE 410, San Francisco, CA 94107.
You may contact us by sending correspondence to that address or by emailing us at
- 16.7 Notice to California Residents. If you are a California resident, under California Civil Code Section 1789.3, you may
contact the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs in writing at
1625 N. Market Blvd., Suite S-202, Sacramento, California 95834, or by telephone at (800) 952-5210 in order to resolve a complaint regarding the
Service or to receive further information regarding use of the Service.
- 16.8 No Support. We are under no obligation to provide support for the Service. In instances where we may offer support,
the support will be subject to published policies.
17. Notice Regarding Apple. This Section 17 only applies to the extent you are using our mobile application on an iOS device.
You acknowledge that these Terms are between you and Memora only, not with Apple Inc. (“Apple”), and Apple is not responsible for the Service
or the content thereof. Apple has no obligation to furnish any maintenance and support services with respect to the Service. If the Service
fails 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 with respect to the Service. Apple is not
responsible for addressing any claims by you or any third party relating to the Service or your possession and/or use of the Service, including:
(a) product liability claims; (b) any claim that the Service fails to conform to any applicable legal or regulatory requirement; or (c) claims
arising under consumer protection or similar legislation. Apple is not responsible for the investigation, defense, settlement and discharge of any
third party claim that the Service and/or your possession and use of the Service infringe a third party’s intellectual property rights. You agree
to comply with any applicable third party terms when using the Service. 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. You hereby represent and warrant that: (i) 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 (ii) you are not
listed on any U.S. Government list of prohibited or restricted parties.