Terms of Service for Users
Effective: September 27, 2019.
Emmetros Limited of Ontario, Canada (“Emmetros”, “we”, “our” or “us”) provides services to help store, manage, access, and communicate information related to your care or the care of your loved one or persons under your care or under care by your employer (the “MemorySparx Services”). We do this through our website (the “Site”) and our proprietary set of services made available through the Site or other means. These Terms of Service for Users (“User Terms”) govern your access to and use of the MemorySparx Services and form a binding contract between you and Emmetros.
Your account is procured through a Sales Contract (defined below) between Emmetros and an organization or entity referred to as Customer (defined below). Customer agrees to the Terms of Service for Customers (“Customer Terms”) which governs the management of your account, your use of the MemorySparx Services and all content that you provide to the MemorySparx Services. Customer controls your use of the MemorySparx Services, including, but not limited to, adding or removing you from the MemorySparx Services and managing permissions. Customer owns all content that you submit or upload to the MemorySparx Services and this content may be retained, accessed, used, modified, shared, or removed by us. You acknowledge that your account and content can become managed by the Customer as described in our Customer Terms.
For more information on the MemorySparx Services, refer to the “Documentation” which can be obtained through our website www.memorysparx.com/support.
It is important to consult a medical professional for medical care and advice to help you make informed medical decisions. Information available through the MemorySparx Services is of a general nature, is not medical advice, and should not be relied upon as a substitute for the expertise and judgment of any doctor, pharmacist or other healthcare professional. Making a reliable medical diagnosis, treating any medical condition, and administering any drug therapy require the involvement of independent informed healthcare professionals. In case of any specific questions regarding the treatment and care of a medical condition, contact a professional healthcare provider.
1. Customer rights and obligations.
1.1. The Customer. You have been invited to join the MemorySparx Services that have been procured through a “Sales Contract” (defined as the agreement by which we agree to offer the MemorySparx Services to the Customer subject to conditions agreed to by the Customer in order to procure the MemorySparx Services) between Emmetros and an organization which is referred to as the “Customer”. A representative of Customer has created one or more “Care Circles”, each defined as the MemorySparx Services procured by Customer which are shared between a group of individuals relating to the care of an individual known as a “Care Recipient”. If you are invited to the MemorySparx Services by someone within your organization of employment, for example, Customer may be your employer. If you are invited to a Care Circle relating to your care or the care of someone you know who is cared for by an organization, for example, Customer may be the organization responsible for providing the care. If you are invited to a Care Circle relating to someone you care for who is also cared for by another organization, for example, Customer may be the other organization. Customer has separately agreed to our Sales Contract and Customer Terms which give them certain rights and obligations. Customer assigns rights and controls to the MemorySparx Services to its representatives; for example, adding and removing users; assigning and changing permission settings assigned to users; adding and deleting Care Circles; assigning and reassigning administrative responsibility over Care Circles; resetting users passwords; and adding, editing, viewing and deleting some or all of Customer Data (defined in Section 1.3). Refer to the Customer Terms for additional information on the rights and controls of Customer and its representatives.
1.2. An Authorized User. Each individual who accepts the User Terms in the account creation process, including you, is an “Authorized User”. Authorized Users may be added or invited to the MemorySparx Services as employees of Customer’s organization and/or as members of one or more of Customer’s Care Circles. Customer assigns certain rights and controls to an Authorized User according to permissions that are set by an authorized individual. The rights and controls may include adding or removing individuals from one or more of Customer’s Care Circles; editing permissions settings of other Authorized Users; editing account details and permissions of the Care Recipient; adding, editing, viewing or deleting certain Customer Data (defined in Section 1.3); and sending and receiving chat messages. Representatives of Customer may change the rights and controls of an Authorized User at any time. Refer to the Documentation for additional information on the rights and controls of an Authorized User.
1.3. Customer Data. The term “Customer Data” refers to the entire collection of chat messages, photos, captions, notes, voice and video recordings and all other entries added to Customer’s Care Circles as well as the account and profile information of Authorized Users in Customer’s Care Circles and added by a representative of Customer. When you or any other Authorized User submits content or information as described, you acknowledge and agree that this Customer Data is owned by Customer and Customer may exclusively provide us with instructions on what to do with it. For example, Customer may provision or deprovision access to some or all of the MemorySparx Services; enable or disable third party integrations; manage permissions, retention and export settings or transfer or assign Customer Data. Since these choices and instructions may result in the access, use, disclosure, modification, or deletion of certain or all Customer Data, please refer to the Documentation for more information about these choices and instructions.
1.4. Customer Obligations Related to Customer Data. As between us and Customer, you as an Authorized User agree that it is solely Customer’s responsibility to (a) inform you of any relevant Customer policies and practices and any settings that may impact the processing of Customer Data; (b) obtain any rights, permissions or consents from you that are necessary for the lawful use of Customer Data and the operation of the MemorySparx Services; (c) ensure that the transfer and processing of Customer Data is lawful; and (d) respond to and resolve any dispute with you relating to or based on Customer Data, the MemorySparx Services or Customer’s failure to fulfill these obligations. We make no representations or warranties of any kind, whether express or implied, to you relating to the MemorySparx Services, which are provided to you on an “as-is” and “as-available” basis.
2. Basic account terms.
2.1. Access to the MemorySparx Services. Subject to these User Terms and during the “Contract Term” which is specified in the applicable Sales Contract with Customer, you may access and use the MemorySparx Services for your own business purposes or personal use, as applicable, all in accordance with these User Terms, Customer Terms, the applicable Sales Contract and the Documentation. This includes the right, as part of your authorized use of the MemorySparx Services, to use the Site associated the MemorySparx Services. The rights granted to you in this Section 2.1 are non-exclusive, non-sublicensable and non-transferable.
2.2. Representation. To use the MemorySparx Services, you represent that: (a) you are age of majority; (b) you are the intended recipient of an invitation to the MemorySparx Services; (c) you agree to these User Terms; (d) you have the legal right and capacity to enter into this agreement in your jurisdiction; (e) you have not been previously banned by Emmetros; and (f) you will not impersonate or misrepresent your identity or your affiliation with another person or entity. You may not access or use the MemorySparx Services for any purpose if any of the representations in the preceding sentence is not true.
2.3. Internet Technology. You will need compatible hardware, software and internet access. Emmetros is not responsible for any fees necessary for you to connect to the internet and app stores or for data or mobile usage to access and use the Site for the MemorySparx Services.
2.5. Termination. Emmetros or Customer may terminate these User Terms (including all related Sales Contracts and Customer Terms) at the expiration or termination of the current Contract Term or for reasons of cause or convenience pursuant to Customer Terms Section 13. Upon expiration or termination of these User Terms, you must cease using all MemorySparx Services and delete (or at our request, return) all Confidential Information (defined in Customer Terms Section 12) or other materials of ours in your possession, including on any third-party systems operated on your behalf. You will certify such deletion upon our request. You will not have access to Customer Data (and we may delete all of your Customer Data unless legally prohibited) after expiration or termination of these Customer Terms (or its applicable Contract Term).
2.6. Feedback. From time to time, you may choose to submit Feedback to us. “Feedback” means ratings, comments, questions, ideas, suggestions, or other feedback relating to the MemorySparx Services or other services we provide. If you provide us any Feedback there is a chance we will use it, so Customer grants us, on your behalf, an unlimited, irrevocable, perpetual, sublicensable, transferable, royalty-free license to use Feedback for any purpose without any obligation or compensation to Customer or you. We appreciate all feedback.
3. Acceptable Use Policy.
Here at Emmetros, our goal is to deliver services for you, your loved one, and other partners in care to improve communication and collaboration for the health and wellness of an individual. To do this, we need help from you, our users, to not misuse or abuse the MemorySparx Services.
To describe exactly what we mean by “misuse” or “abuse” - and help us identify such transgressions and react accordingly – we’ve created this Acceptable Use Policy. Under this policy, we reserve the right to remove Authorized Users or Customer Data that are inconsistent with the goal of the services even where it’s not forbidden by the letter of the policy.
Remembering that the nature of our services may involve private and sensitive content related to a Care Recipient, use good judgement when submitting content, accessing content added by other members of a Care Circle and inviting new individuals to join a Care Circle.
Here’s what we won’t allow:
Compromising the integrity of our systems. This could include probing, scanning, or testing the vulnerability of any system or network that hosts our services.
Tampering with, reverse-engineering, or hacking our services, circumventing any security or authentication measures or attempting to gain unauthorized access to the services, related systems, networks or data.
Modifying, disabling, or compromising the integrity or performance of the services or related systems, network or data.
Deciphering any transmissions to or from the servers running the services.
Overwhelming or attempting to overwhelm our infrastructure by imposing an unreasonably large load on our systems that consume extraordinary resources (CPUs, memory, disk space, bandwidth, etc.), such as:
using “robots,” “spiders,” “offline readers,” or other automated systems to sends more request messages to our servers than a human could reasonably send in the same period of time by using a normal browser.
going far beyond the use parameters for any given service as described in its corresponding documentation.
consuming an unreasonable amount of storage for music, videos, etc., in a way that is unrelated to the purposes for which the services were designed.
3.2. Wrongful Activities.
Misrepresenting yourself, or disguising the origin of any content (including by “spoofing”, “phishing”, manipulating headers or other identifiers, impersonating anyone else or falsely implying any sponsorship or association with Emmetros or any third party).
Using the services to violate the privacy of others, including publishing or posting other people's private and confidential information unrelated to their care and wellness without their express permission, or collecting or gathering other people’s personal information (including names or information) from our services.
Using our services to stalk, harass, or post direct, specific threats of violence against others.
Using the MemorySparx Services for any illegal purpose, or in violation of any laws (including without limitation data, privacy and export control laws).
Accessing or searching any part of the services by any means other than our publicly supported interfaces (for example, “scraping”).
Using meta tags or any other “hidden text” including Emmetros product names or trademarks.
3.3. Inappropriate communications.
Using the services to generate or send unsolicited communications, advertising, chain letters, or spam.
Soliciting our users for commercial purposes, unless expressly permitted by Emmetros.
Disparaging Emmetros or our partners, vendors, or affiliates.
Promoting or advertising products or services other than your own without appropriate authorization.
3.4. Inappropriate content.
Posting, uploading, sharing, submitting, or otherwise providing content that:
infringes Emmetros’ or a third party’s intellectual property or other rights, including any copyright, trademark, patent, trade secret, moral rights, privacy rights of publicity, or any other intellectual property right or proprietary or contractual right.
you don’t have the right to submit.
is deceptive, fraudulent, illegal, obscene, defamatory, libelous, threatening, harmful to minors, pornographic, indecent, harassing, hateful.
encourages illegal or tortious conduct or that is otherwise inappropriate.
attacks others based on their race, ethnicity, national origin, religion, sex, gender, sexual orientation, disability, or medical condition.
contains viruses, bots, worms, scripting exploits, or other similar materials.
is intended to be inflammatory.
could otherwise cause damage to Emmetros or any third party.
4. Changes to these User Terms.
We may modify these User Terms or any additional terms that apply to the MemorySparx Services, for example, to reflect changes to the law or changes to the MemorySparx Services. We will post the modified User Terms on our website which will specify the effective date of the modifications. You should look at the User Terms regularly. If you do not agree to any changes we make, you should cease using the MemorySparx Services, otherwise you consent to these changes by continuing to use the MemorySparx Services. You can cancel your account at any time by contacting us at email@example.com.
5. Changes to the MemorySparx Services.
You acknowledge that the MemorySparx Services are on-line, subscription-based services, and that in order to provide improved customer experience we may make changes to the MemorySparx Services, and we may update related documentation accordingly. Subject to our obligation to provide the MemorySparx Services under an applicable Sales Contract, we can discontinue any MemorySparx Services or any portion or feature of any MemorySparx Services for any reason at any time without liability to you.
6. General terms.
6.1. The failure of Emmetros to enforce any right or provision of these User Terms shall not be deemed to be a waiver of such right or provision.
6.3. Country of Origin. Emmetros operates the MemorySparx Services from Canada. You are only allowed to access the MemorySparx Services if you are entitled to enter into a binding contract with Emmetros and are not a person barred from accessing the MemorySparx Services according to the applicable law. You undertake to access the MemorySparx Services solely in compliance with these User Terms and all applicable rules and regulations. The MemorySparx Services is not directed to any person to whom (by reason of such person’s nationality, residence or otherwise) the publication or availability of the MemorySparx Services is prohibited. Persons to whom such restrictions apply must not access the MemorySparx Services. If you choose to access the MemorySparx Services from outside Canada you are solely responsible for compliance with any applicable local laws.
6.4. Dispute Resolution. The Contract is governed by, and interpreted in accordance with, the laws of the Province of Ontario and the federal laws of Canada without regard to their conflicts of laws provisions. Any dispute relating to these User Terms and/or the MemorySparx Services shall be resolved in the Ontario Superior Court of Justice, sitting in Toronto Ontario, Canada, and you hereby irrevocably consent and attorn to the exclusive jurisdiction of that Court. To the extent permitted by law, you agree that any disputes, claims and causes of action arising out of or connected with the MemorySparx Services and/or these User Terms, will be resolved individually, without resort to any form of class action.
6.5. Force Majeure. Neither party will be liable to the other for any delay or failure to perform any obligation under these User Terms if the delay or failure is due to events which are beyond the reasonable control of such party, such as a strike, blockade, war, act of terrorism, riot, natural disaster, failure or diminishment of power or telecommunications or data networks or services, or refusal of a license by a government agency.
If you have any questions about these User Terms, please contact us at firstname.lastname@example.org or contact us by mail at:
Accelerator Centre, West Entrance
295 Hagey Blvd.
Waterloo, ON, N2L 6R5