These Terms of Service (this “Agreement”) are a binding contract between you (“Customer”) and PoplatX d.o.o. (“Memento Vitae,” “we,” or “us”). This Agreement governs your access to and use of the Services.
PLEASE READ THIS AGREEMENT CAREFULLY TO ENSURE THAT YOU UNDERSTAND EACH PROVISION..
THIS AGREEMENT TAKES EFFECT WHEN YOU CLICK THE “I ACCEPT” BUTTON BELOW OR BY ACCESSING OR USING THE SERVICES (THE “EFFECTIVE DATE”). BY CLICKING ON THE “I ACCEPT” BUTTON BELOW OR BY ACCESSING OR USING THE SERVICES YOU (A) ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTAND THIS AGREEMENT; (B) REPRESENT AND WARRANT THAT YOU HAVE THE RIGHT, POWER, AND AUTHORITY TO ENTER INTO THIS AGREEMENT AND, IF ENTERING INTO THIS AGREEMENT FOR AN ORGANIZATION, THAT YOU HAVE THE LEGAL AUTHORITY TO BIND THAT ORGANIZATION; AND (C) ACCEPT THIS AGREEMENT AND AGREE THAT YOU ARE LEGALLY BOUND BY ITS TERMS.
IF YOU DO NOT AGREE TO THESE TERMS, PLEASE SELECT THE “I DECLINE” BUTTON BELOW OR DO NOT ACCESS OR USE THE SERVICES. IF YOU DO NOT ACCEPT THESE TERMS, YOU MAY NOT ACCESS OR USE THE SERVICES.
“Aggregated Statistics” means data and information related to Customer’s use of the Services to be used by Memento VItae in an aggregated and anonymized manner, including to compile statistical and performance information related to the provision and operation of the Services.
“Arbitration Agreement” means the mandatory individual arbitration provision in Section 11(b).
“Authorized User” means person to whom the access to Services has been purchased. In case the Customer is a business entity, means Customer’s employees, consultants, contractors, and agents (i) who are authorized by Customer to access and use the Services under the rights granted to Customer pursuant to this Agreement and (ii) for whom access to the Services has been purchased hereunder. The Customer has full control over the list of Authorised Users.
“Class Action/Jury Trial Waiver” means the class action/jury trial waiver provision in Section 11(c).
“Confidential Information” means the contents of Customer’s Memento Vitae Interview, as well as the contents of Customer’s interaction with the Service. Confidential Information does not include information that, at the time of disclosure is: (a) in the public domain; (b) known to the receiving party; (c) rightfully obtained by the receiving party on a non-confidential basis from a third party; or (d) independently developed by the receiving party.
“Customer,” “you,” or “your” means you and your Authorized Users.
“Customer Account” means your account on the Services.
“Customer Property” means (i) the Input, (ii) the Output, and (iii) any other content (including text, materials or data), supplied by Customer to Memento Vitae, either directly through the Customer interview, or through using the Service.
“Feedback” means any communications or materials sent to us by mail, email, telephone, or otherwise, suggesting or recommending changes to the Services, including without limitation, new features or functionality relating thereto, or any comments, questions, suggestions, ideas, or the like, about the Services.
“Input” means the information you input via prompts into the Services to which you own or have permission to use the Intellectual Property Rights therein. For the avoidance of doubt, Input shall not be deemed to include any Memento Vitae Property.
“Intellectual Property Rights” means all patent rights, copyright rights, moral rights, rights of publicity, trademark, service mark rights, goodwill, trade secret rights and other intellectual property rights as may now exist or hereafter come into existence, and all applications therefore and registrations, renewals and extensions thereof, under the laws of any state, country, territory or other jurisdiction.
“Interview” means all information communicated to Memento Vitae by the Customer in the process of setting up his/her Memento VItae AI profile, whether this information has been communicated verbally or in written form.
“Memento Vitae Property” means (i) the Services, and (ii) all content and other materials and software supplied by Memento Vitae in connection with, or used by Memento Vitae in providing, any Services. For the avoidance of doubt, Memento Vitae Property shall not be deemed to include the Output. For the avoidance of doubt, Memento Vitae Property includes Customer’s AI profile, Aggregated Statistics and any information, data, or other content derived from Memento Vitae’s monitoring of your access to or use of the Services, but does not include Customer Property.
“Output” means the output generated and returned by the Services to you based on the Input. For the avoidance of doubt, the Output shall not be deemed to include any Memento Vitae Property.
“Privacy Policy” means the privacy policy, available at mementovitae.ai/privacy_policy
“Services” means the online and/or mobile services, web site, applications and software provided on or in connection with the service provided by Memento Vitae under this Agreement and as detailed on Memento Vitae’s website at https://mementovitae.ai, related to the creation of Customer’s AI profile, and communication (input and output) with that profile.
“Successor” means the Authorised user, who will, after Customer’s death, take over the payment of Services, and control over Authorised Users. Successor will not have the ability to make changes to the Interview Customer supplied. Successor proves the Customer’s death by supplying Memento VItae official death certificate issued by Customer’s country of residence. Customer can name his Successor even prior to his/her death – but this decision cannot be revoked. The Successor has the right of naming future Successors.
“Term” means the term of this Agreement, which will commence on the Effective Date and continue for the period of Customer’s active subscription to the Services.
“User” or “Users” means all visitors, users, and others who access the Services.
“User Accounts” means different types of accounts for different types of Users.
a. Eligibility. This is a contract between you and Memento Vitae. You must read and agree to this Agreement before using the Services. If you do not agree, you may not use the Services. You may use the Services only if you can form a binding contract with Memento Vitae, and only in compliance with this Agreement and all applicable local, state, national, and international laws, rules and regulations. Any use or access to the Services by anyone under 13 years old (or other minimal age, if set in your country of residence) is strictly prohibited and in violation of this Agreement. The Services are not available to any Users previously removed from the Services by Memento Vitae.
b. Provision of Access. Subject to and conditioned on your payment of Fees and compliance with all the terms and conditions of this Agreement, Memento Vitae hereby grants Customer a revocable, non-exclusive, non-transferable, non-sublicensable, limited right to access and use the Services during the Term solely for your internal business operations by Authorized Users in accordance with the terms and conditions herein. Memento Vitae shall provide you the necessary passwords and access credentials to allow you to access the Services.
c. Accounts. Your Customer Account gives you access to the services and functionality that we may establish and maintain from time to time and in our sole discretion.
You may never use other Users’ User Accounts without permission. When creating your Customer Account, you must provide accurate and complete information, and you must keep this information up to date. You are solely responsible for the activity that occurs on your Customer Account, and you must keep your Customer Account password secure. We encourage you to use “strong” passwords (passwords that use a combination of upper and lower case letters, numbers and symbols) with your Customer Account. You must notify Memento Vitae immediately of any breach of security or unauthorized use of your Customer Account. Memento Vitae will not be liable for any losses caused by any unauthorized use of your Customer Account.
By providing Memento Vitae your email address you consent to using the email address to send you Services-related notices, including any notices required by law, in lieu of communication by postal mail. We may also use your email address to send you other messages, such as changes to features of the Services and special offers. If you do not want to receive such email messages, you may opt out or change your preferences in your settings page. Opting out may prevent you from receiving email messages regarding updates, improvements, or offers.
e. Use Restrictions. You shall not, and shall not permit any Authorized Users to engage in any of the following prohibited activities: (i) copying, distributing, selling, reselling, or disclosing any part of the Services in any medium, including without limitation by any automated or non-automated “scraping”; (ii) using any automated system, including without limitation “robots,” “spiders,” “offline readers,” etc., to access the Services in a manner that sends more request messages to the Memento Vitae servers than a human can reasonably produce in the same period of time by using a conventional on-line web browser (iii) transmitting spam, chain letters, or other unsolicited email; (iv) attempting to interfere with, compromise the system integrity or security or decipher any transmissions to or from the servers running the Services; (v) violate Memento Vitae’s Fair Use Policy accessible at mementovitae.ai/usage-policies; (vii) using the Services for any unlawful commercial solicitation purposes; (viii) impersonating another person or otherwise misrepresenting your affiliation with a person or entity, conducting fraud, hiding or attempting to hide your identity; (ix) interfering with the proper working of the Services; (x) accessing any content on the Services through any technology or means other than those provided or authorized by the Services; or (xi) bypassing the measures we may use to prevent or restrict access to the Services, including without limitation features that prevent or restrict use or copying of any content or enforce limitations on use of the Services or the content therein.
f. Aggregated Statistics. Notwithstanding anything to the contrary in this Agreement, Memento Vitae may monitor Customer’s use of the Services and collect and compile Aggregated Statistics. As between Memento Vitae and Customer, all right, title, and interest in Aggregated Statistics, and all intellectual property rights therein, belong to and are retained solely by Memento Vitae. You acknowledge that Memento Vitae may compile Aggregated Statistics based on Customer Property input into the Services. You agree that Memento Vitae may use Aggregated Statistics to the extent and in the manner permitted under applicable law; provided that such Aggregated Statistics do not identify Customer or Customer’s Confidential Information.
g. Reservation of Rights. Memento Vitae reserves all rights not expressly granted to Customer in this Agreement. Except for the limited rights and licenses expressly granted under this Agreement, nothing in this Agreement grants, by implication, waiver, or otherwise, to Customer or any third party, any intellectual property rights or other right, title, or interest in or to the Memento Vitae Property.
h. Suspension. Notwithstanding anything to the contrary in this Agreement, Memento VItae may, in its sole discretion and without notice, temporarily suspend or permanently terminate Customer’s and any other Authorized User’s access to any portion or all of the Services for no reason or for any reason, including but not limited to if: (i) Memento Vitae reasonably determines that (A) there is a threat or attack on any of the Memento Vitae Property; (B) Customer’s or any other Authorized User’s use of the Services disrupts or poses a security risk to the Memento Vitae Property or to any other customer or vendor of Memento Vitae; (C) Customer or any other Authorized User is using the Memento Vitae Property for fraudulent or illegal activities; (D) In case Customer is a Business entity, when Customer has ceased to continue its business in the ordinary course, made an assignment for the benefit of creditors or similar disposition of its assets, or become the subject of any bankruptcy, reorganization, liquidation, dissolution, or similar proceeding; or (E) Memento Vitae’s provision of the Services to Customer or any other Authorized User is prohibited by applicable law; or (ii) in accordance with Section 5.
i. Changes to the Services. We may, without prior notice, change the Services; stop providing the Services or features of the Services, to you or to Users generally; or create usage limits for the Services. We may permanently or temporarily terminate or suspend your access to the Services without notice and liability for any reason, including if in our sole determination you violate any provision of this Agreement, or for no reason. Upon termination for any reason or no reason, you continue to be bound by this Agreement.
j. In-Product Cookies. Whenever Customers or Users interact with the Services, Memento Vitae uses First Party Cookies to collect information to ensure Customers and Users can securely, quickly and reliably use the Services, and Memento Vitae’’s In-Product Cookie Policy, accessible at https://mementovitae.ai/cookies, applies. When Memento Vitae collects this information, it only uses this data to provide the Services,
a. Customer Property. We claim no ownership rights over Customer Property. The Customer Property remains yours.
Memento Vitae has the right (but not the obligation) in its sole discretion to remove any Customer Property that is processed via the Services.
In connection with your Customer Property, you affirm, represent, warrant and covenant the following: (i) Your Customer Property and Memento Vitae’s use thereof as contemplated by this Agreement and the Services will not violate any law or infringe any rights of any third party, including but not limited to any Intellectual Property Rights and privacy rights.
Memento Vitae takes no responsibility and assumes no liability for any Customer Property that you or any other User or third-party posts, sends, or otherwise makes available over the Services. You shall be solely responsible for your Customer Property and the consequences of posting, publishing it, sharing it, or otherwise making it available on the Services, and you agree that we are only acting as a passive conduit for your online distribution and publication of your Customer Property. You understand and agree that you may be exposed to Customer Property that is inaccurate, objectionable, inappropriate for children, or otherwise unsuited to your purpose, and you agree that Memento Vitae shall not be liable for any damages you allege to incur as a result of or relating to any Customer Property.
b. Memento Vitae Property. Memento Vitae Property and all Intellectual Property Rights related thereto are the exclusive property of Memento Vitae and its licensors (including other Users who post content to the Services). Except as explicitly provided herein, nothing in this Agreement shall be deemed to create a license in or under any such Intellectual Property Rights, and you agree not to sell, license, rent, modify, distribute, copy, reproduce, transmit, publicly display, publicly perform, publish, adapt, edit or create derivative works from any Memento Vitae Property. Use of the Memento Vitae for any purpose not expressly permitted by this Agreement is strictly prohibited. For the avoidance of doubt, Memento Vitae Property, includes your Memento Vitae AI profile, Aggregated Statistics and any other information, data, or other content derived from Memento Vitae’s monitoring of your access to or use of the Services, but does not include Customer Property. In furtherance of the foregoing, you hereby unconditionally and irrevocably grant to Memento Vitae an assignment of all right, title, and interest in and to the Aggregated Statistics, including all Intellectual Property Rights relating thereto.
You may choose to or we may invite you to submit Feedback. By submitting any Feedback, you agree that your disclosure is gratuitous, unsolicited and without restriction and will not place Memento Vitae under any fiduciary or other obligation, and that we are free to use the Feedback without any additional compensation to you, and/or to disclose the Feedback on a non-confidential basis or otherwise to anyone. You further acknowledge that, by acceptance of your submission, Memento Vitae does not waive any rights to use similar or related ideas previously known to Memento Vitae, or developed by its employees, or obtained from sources other than you. If you or any of your employees, contractors, or agents sends or transmits Feedback, we are free to use such Feedback irrespective of any other obligation or limitation between you and us governing such Feedback. All Feedback is and will be treated as non-confidential. You hereby assign to us on your behalf, and shall cause your Authorized Users to assign, all right, title, and interest in, and we are free to use, without any attribution or compensation to you or any third party, any ideas, know-how, concepts, techniques, or other Intellectual Property Rights contained in the Feedback, for any purpose whatsoever, although we are not required to use any Feedback.
a. Usage Policies. You shall comply with Memento Vitae’s Usage Policies available at mementovitae.ai/usage-policies and all applicable laws, rules, and regulations.
b. Account Use. You are responsible and liable for all uses of the Services directly or indirectly, whether such access or use is permitted by or in violation of this Agreement.
c. Client interview. As part of the Services, Memento Vitae will conduct an interview with you. Whether the information you provide during the interview will be truthful or not, is solely your responsibility.
d. Passwords and Access Credentials. You are responsible for keeping your passwords and access credentials associated with the Services confidential. You will not sell or transfer them to any other person or entity. You will promptly notify us about any unauthorized access to your passwords or access credentials.
a. Billing Policies. The cost of Memento Vitae Services will be communicated to you by a Memento Vitae representative. Memento VItae may add new services for additional fees and charges, add or amend fees and charges for existing services, at any time in its sole discretion. Any change to our Pricing and Payment Terms shall become effective in the billing cycle following notice of such change to you as provided in this Agreement.
b. No Refunds. You may cancel your Customer Account at any time; however, there are no refunds for cancellation. In the event that Memento Vitae suspends or terminates your Customer Account or this Agreement, you understand and agree that you shall receive no refund or exchange for any unused time on a subscription, any license or subscription fees for any portion of the Services, any content or data associated with your Customer Account, or for anything else.
d. Automatic Renewal of Subscription Fees. IF YOU SIGN UP FOR A SUBSCRIPTION, THE CORRESPONDING FEES AT THE RATE AS SET FORTH IN YOUR USER ACCOUNT AND/OR ON THE CHECKOUT PAGE WILL AUTOMATICALLY RENEW EVERY YEAR ON A CONTINUOUS BASIS UNLESS AND UNTIL YOU NOTIFY US THAT YOU WANT TO CANCEL YOUR SUBSCRIPTION. ANY NOTICE OF CANCELLATION MUST BE SUBMITTED IN WRITING AND SENT TO info@mementovitae.ai AND WILL BE EFFECTIVE IN THE MONTH FOLLOWING THE MONTH YOU PROVIDE US NOTICE. YOU UNDERSTAND THAT UNLESS AND UNTIL YOU NOTIFY US OF YOUR CANCELLATION, YOUR SUBSCRIPTION AND ALL CORRESPONDING FEES WILL AUTOMATICALLY RENEW, AND YOU AUTHORIZE US OR OUR AUTHORIZED THIRD-PARTY PAYMENT PROVIDER (WITHOUT NOTICE TO YOU, UNLESS REQUIRED BY APPLICABLE LAW) TO CHARGE YOU THE APPLICABLE SUBSCRIPTION FEES AND ANY TAXES, USING ANY ELIGIBLE PAYMENT METHOD WE HAVE ON RECORD FOR YOU.
f. Payment Information; Taxes. We accept various payment methods through various payment processors, including, without limitation, Mastercard, Visa, and American Express. All information that you provide in connection with a purchase or transaction or other monetary transaction interaction with the Services must be accurate, complete, and current. You agree to pay all charges incurred by users of your credit card, debit card, or other payment method used in connection with a purchase or transaction or other monetary transaction interaction with the Services at the prices in effect when such charges are incurred. You will pay any applicable taxes, if any, relating to any such purchases, transactions or other monetary transaction interactions.
From time to time, Memento Vitae and Customer may disclose or make available to the other party Confidential Information. The receiving party shall not disclose the disclosing party’s Confidential Information to any person or entity, except to the receiving party’s employees who have a need to know the Confidential Information for the receiving party to exercise its rights or perform its obligations hereunder and who are required to protect the Confidential Information in a manner no less stringent than required under this Agreement. Notwithstanding the foregoing, each party may disclose Confidential Information to the limited extent required (i) to comply with the order of a court or other governmental body, or as otherwise necessary to comply with applicable law, provided that the party making the disclosure pursuant to the order shall first have given written notice to the other party and made a reasonable effort to obtain a protective order; or (ii) to establish a party’s rights under this Agreement, including to make required court filings. Each party’s obligations of non-disclosure with regard to Confidential Information are effective as of the date such Confidential Information is first disclosed to the receiving party and will expire five years thereafter; provided, however, with respect to any Confidential Information that constitutes a trade secret (as determined under applicable law), such obligations of non-disclosure will survive the termination or expiration of this Agreement for as long as such Confidential Information remains subject to trade secret protection under applicable law.
Memento Vitae complies with its Privacy Policy in providing the Services. The Privacy Policy is subject to change as described therein. By accessing, using, and providing information to or through the Services, you acknowledge that you have reviewed and accepted our Privacy Policy, and you consent to all actions taken by us with respect to your information in compliance with the then-current version of our Privacy Policy.
Memento Vitae uses Customer Property, including Input and Output, to provide, maintain, and improve the Services, including for the purpose of developing and enhancing Memento Vitae’s artificial intelligence models. For more information about how Memento Vitae uses your data, please review our Privacy Policy.
THE SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. USE OF THE SERVICES IS AT YOUR OWN RISK. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE SERVICES ARE PROVIDED WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM MEMENTO VITAE OR THROUGH THE SERVICES WILL CREATE ANY WARRANTY NOT EXPRESSLY STATED HEREIN. WITHOUT LIMITING THE FOREGOING, MEMENTO VITAE, ITS SUBSIDIARIES, ITS AFFILIATES, AND ITS LICENSORS DO NOT WARRANT THAT THE CONTENT IS ACCURATE, RELIABLE OR CORRECT; THAT THE SERVICES WILL MEET YOUR REQUIREMENTS; THAT THE SERVICES WILL BE AVAILABLE AT ANY PARTICULAR TIME OR LOCATION, UNINTERRUPTED OR SECURE; THAT ANY DEFECTS OR ERRORS WILL BE CORRECTED; ANY CONTENT RESULTING FROM, OR DOWNLOADED OR OTHERWISE OBTAINED THROUGH, THE USE OF THE SERVICES IS DOWNLOADED AND USED AT YOUR OWN RISK AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY LIABILITY ARISING THEREFROM TO THE EXTENT NOT EXPRESSLY SET FORTH OTHERWISE HEREIN,
Customer shall defend, indemnify and hold harmless Memento Vitae and its subsidiaries, agents, licensors, managers, and other affiliated companies, and their employees, contractors, agents, officers and directors, from and against any and all claims, damages, obligations, losses, liabilities, costs or debt, and expenses (including but not limited to attorney’s fees) arising from: (i) Customer or Customer’s Authorized Users’ use of and access to the Services, including any data or content transmitted or received by Customer or Customer’s Authorized Users; (ii) Customer or Customer’s Authorized Users’ violation of any term of this Agreement, including without limitation Customer or Customer’s Authorized Users’ breach of any of the representations and warranties above; (iii) Customer or Customer’s Authorized Users’ violation of any applicable law, rule or regulation; (iv) Customer Property or any content that is submitted via Customer or Customer’s Authorized Users’ User Account including without limitation misleading, false, or inaccurate information; (v) Customer or Customer’s Authorized Users’ willful misconduct; or (vi) any other party’s access and use of the Services with Customer or Customer’s Authorized Users’ unique username, password or other appropriate security code.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL MEMENTO VITAE BE LIABLE UNDER OR IN CONNECTION WITH THIS AGREEMENT UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR OTHERWISE, FOR ANY: (a) CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, ENHANCED, OR PUNITIVE DAMAGES; (b) INCREASED COSTS, DIMINUTION IN VALUE OR LOST BUSINESS, PRODUCTION, REVENUES, OR PROFITS; (c) LOSS OF GOODWILL OR REPUTATION; (d) USE, INABILITY TO USE, LOSS, INTERRUPTION, DELAY OR RECOVERY OF ANY DATA, OR BREACH OF DATA OR SYSTEM SECURITY; OR (e) COST OF REPLACEMENT GOODS OR SERVICES, IN EACH CASE REGARDLESS OF WHETHER MEMENTO VITAE WAS ADVISED OF THE POSSIBILITY OF SUCH LOSSES OR DAMAGES OR SUCH LOSSES OR DAMAGES WERE OTHERWISE FORESEEABLE. UNDER NO CIRCUMSTANCES WILL MEMENTO VITAE BE RESPONSIBLE FOR ANY DAMAGE, LOSS OR INJURY RESULTING FROM HACKING, TAMPERING OR OTHER UNAUTHORIZED ACCESS OR USE OF THE SERVICES OR YOUR ACCOUNT OR THE INFORMATION CONTAINED THEREIN.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, MEMENTO VITAE ASSUMES NO LIABILITY OR RESPONSIBILITY FOR ANY (I) ERRORS, MISTAKES, OR INACCURACIES OF CONTENT; (II) PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM YOUR ACCESS TO OR USE OF THE SERVICES; (III) ANY UNAUTHORIZED ACCESS TO OR USE OF OUR SECURE SERVERS AND/OR ANY AND ALL PERSONAL INFORMATION STORED THEREIN; (IV) ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM THE SERVICES; (V) ANY ERRORS OR OMISSIONS IN ANY CONTENT OR FOR ANY LOSS OR DAMAGE INCURRED AS A RESULT OF THE USE OF ANY CONTENT POSTED, EMAILED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE THROUGH THE SERVICES; AND/OR (VI) CUSTOMER PROPERTY OR THE DEFAMATORY, OFFENSIVE, OR ILLEGAL CONDUCT OF ANY THIRD PARTY.
IN NO EVENT WILL MEMENTO VITAE, ITS AFFILIATES, AGENTS, DIRECTORS, EMPLOYEES, SUPPLIERS, OR LICENSORS’ AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR OTHERWISE EXCEED THE GREATER OF (A) THE TOTAL AMOUNTS PAID TO MEMENTO VITAE UNDER THIS AGREEMENT IN THE TWELVE (12) MONTH PERIOD PRECEDING THE EVENT GIVING RISE TO THE CLAIM, OR (B) 50.00 US DOLLARS.
THIS LIMITATION OF LIABILITY SECTION APPLIES WHETHER THE ALLEGED LIABILITY IS BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR ANY OTHER BASIS, EVEN IF MEMENTO VITAE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE.
a. Governing Law. You agree that: (i) the Services shall be deemed solely based in Serbia; and (ii) the Services shall be deemed a passive one that does not give rise to personal jurisdiction over us, either specific or general, in jurisdictions other than Serbia. This Agreement shall be governed by the internal substantive laws of the Republic of Serbia, without respect to its conflict of laws principles. The parties acknowledge that this Agreement evidences a transaction involving interstate commerce. The application of the United Nations Convention on Contracts for the International Sale of Goods is expressly excluded. You agree to submit to the exclusive personal jurisdiction of the courts located in Serbia. For any actions for which we retain the right to seek injunctive or other equitable relief in a court of competent jurisdiction to prevent the actual or threatened infringement, misappropriation or violation of a our copyrights, trademarks, trade secrets, patents, or other intellectual property or proprietary rights, as set forth in the Arbitration provision below, including any provisional relief required to prevent irreparable harm. You agree that Serbia is the proper and exclusive forum for any appeals of an arbitration award or for trial court proceedings in the event that the arbitration provision below is found to be unenforceable.
b. Arbitration. Read this Section carefully because it requires the parties to arbitrate their disputes and limits the manner in which you can seek relief from Memento Vitae. This Arbitration Agreement applies to and governs any dispute, controversy, or claim between you and Memento Vitae that arises out of or relates to, directly or indirectly: (a) this Agreement, including the formation, existence, breach, termination, enforcement, interpretation, validity, or enforceability thereof; (b) access to or use of the Services, including receipt of any advertising or marketing communications; (c) any transactions through, by, or using the Services; or (d) any other aspect of your relationship or transactions with Memento Vitae, directly or indirectly, as a consumer (“Claim” or collectively, “Claims”). The Arbitration Agreement shall apply, without limitation, to all Claims that arose or were asserted before or after your agreement to this Agreement.
For any Claim, you agree to first contact us at info@mementovitae.ai and attempt to resolve the dispute with us informally. In the unlikely event that Memento Vitae has not been able to resolve a Claim after sixty (60) days, we each agree to resolve any Claim exclusively through binding arbitration by Belgrade Aribtrage Center. The place of the arbitration will be Belgrade, Serbia. The language of the arbitration will be English. The arbitrators will make their decision in accordance with the laws of Serbia. Their arbitral award will not be disclosed other than to the parties to the arbitral proceedings.
Nothing in this Section shall be deemed as: preventing Memento Vitae from seeking injunctive or other equitable relief from the courts as necessary to prevent the actual or threatened infringement, misappropriation, or violation of our data security, Intellectual Property Rights or other proprietary rights.
c. Class Action/Jury Trial Waiver. WITH RESPECT TO ALL PERSONS AND ENTITIES, REGARDLESS OF WHETHER THEY HAVE OBTAINED OR USED THE SERVICES FOR PERSONAL, COMMERCIAL OR OTHER PURPOSES, ALL CLAIMS MUST BE BROUGHT IN THE PARTIES’ INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS ACTION, COLLECTIVE ACTION, PRIVATE ATTORNEY GENERAL ACTION OR OTHER REPRESENTATIVE PROCEEDING. THIS WAIVER APPLIES TO CLASS ARBITRATION, AND, UNLESS WE AGREE OTHERWISE, THE ARBITRATOR MAY NOT CONSOLIDATE MORE THAN ONE PERSON’S CLAIMS. YOU AND MEMENTO VITAE AGREE THAT THE ARBITRATOR MAY AWARD RELIEF ONLY TO AN INDIVIDUAL CLAIMANT AND ONLY TO THE EXTENT NECESSARY TO PROVIDE RELIEF ON YOUR INDIVIDUAL CLAIM(S). ANY RELIEF AWARDED MAY NOT AFFECT OTHER MEMENTO VITAE USERS. YOU AND MEMENTO VITAE FURTHER AGREE THAT, BY ENTERING INTO THIS AGREEMENT, YOU AND MEMENTO VITAE ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY OR TO BRING, JOIN, OR PARTICIPATE IN A CLASS ACTION, COLLECTIVE ACTION, PRIVATE ATTORNEY GENERAL ACTION, OR OTHER REPRESENTATIVE PROCEEDING OF ANY KIND AS A PLAINTIFF OR CLASS MEMBER.
a. Entire Agreement/Severability. This Agreement, together with any amendments and any additional agreements you may enter into with Memento Vitae in connection with the Services, shall constitute the entire agreement between you and Memento Vitae concerning the Services. Except as otherwise stated in Section 11(b), if any provision of this Agreement is deemed invalid by a court of competent jurisdiction, the invalidity of such provision shall not affect the validity of the remaining provisions of this Agreement, which shall remain in full force and effect. The invalidity, illegality, or unenforceability of any provision herein does not affect any other provision herein or the validity, legality, or enforceability of such provision in any other jurisdiction.
b. Modifications. You acknowledge and agree that we have the right, in our sole discretion, to modify this Agreement from time to time, and that modified terms become effective on posting. We will notify you of material modifications through direct email or visible banner in the Services. You are responsible for reviewing and becoming familiar with any such modifications. Your continued use of the Services after the effective date of the modifications will be deemed acceptance of the modified terms. Memento Vitae will provide at least 30 days’ advance notice of changes to any service level that Memento Vitae reasonably anticipates may result in a material reduction in quality or services.
c. No Waiver. No waiver of any term of this Agreement shall be deemed a further or continuing waiver of such term or any other term, and Memento Vitae’s failure to assert any right or provision under this Agreement shall not constitute a waiver of such right or provision. Any failure to act by us with respect to a breach of this Agreement by you or others does not constitute a waiver and will not limit our rights with respect to such breach or any subsequent breaches.
d. Notices. Unless otherwise provided for in this Agreement, any notices to us must be sent to our corporate headquarters at Ulofa Paalmea 6v, 11160 Beograd, SERBIA and must be delivered either in person, by certified or registered mail, return receipt requested and postage prepaid, or by recognized overnight courier service, and are deemed given upon receipt by us. Notwithstanding the foregoing, you hereby consent to receiving electronic communications from us. Memento Vitae may provide notifications, whether such notifications are required by law or are for marketing or other business-related purposes, to you via email notice, written or hard copy notice, or through posting of such notice on our website, as determined by Memento Vitae in our sole discretion. Memento Vitae reserves the right to determine the form and means of providing notifications to our Users, provided that you may opt out of certain means of notification as described in this Agreement. Memento Vitae is not responsible for any automatic filtering you or your network provider may apply to email notifications we send to the email address you provide us. You agree that any notices, agreements, disclosures, or other communications that we send to you electronically will satisfy any legal communication requirements, including that such communications be in writing. You shall also send an electronic copy of any notice to info@mementovitae.ai
g. Assignment. This Agreement, and any rights and licenses granted hereunder, is personal to you and may not be assigned or transferred for any reason whatsoever without our prior written consent and any action or conduct in violation of the foregoing will be void and without effect. We expressly reserve the right to assign this Agreement and to delegate any of its obligations hereunder.
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