Memorist™ Terms of Service Agreement
Last updated: July 24th, 2017
Please read these Terms of Service ("Terms", "Terms of Service") carefully before using the www.memor.ist website (the "Service" or "Memorist") operated by Fusionbox ("us", "we", "our", or "Fusionbox").
By signing up for this Service, clicking to accept this Agreement, or using or accessing this Service or related services, you agree to all the terms and conditions of this Terms of Service Agreement (“Agreement”). If you are using the Service or related services on behalf of a company or other entity, then “Customer” or “you” means that entity, and you are binding that entity to this Agreement. You represent and warrant that you have the legal power and authority to enter into this Agreement and that, if the Customer is an entity, this Agreement and any Subscription is entered into by an employee or agent with all necessary authority to bind that entity to this Agreement.
Your access to and use of the Service is conditioned upon your acceptance of and compliance with these Terms. These Terms apply to all visitors, users and others who wish to access or use the Service.
By accessing or using the Service you agree to be bound by these Terms. If you disagree with any part of the terms then you do not have permission to access the Service.
Beta Release Subscriptions
Fusionbox may provide Customer with the Service with “alpha”, “beta” or other early-stage Services, integrations or features (“Beta Release(s)”). This Section will apply to any Beta Release (even if a Beta Release is provided for a fee) and supersedes any contrary provision in this Agreement. Fusionbox may use good faith efforts in its discretion to assist Customer with Beta Releases. Nevertheless, and without limiting the other disclaimers and limitations in this Agreement, CUSTOMER AGREES THAT ANY BETA RELEASE IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT ANY WARRANTY, SUPPORT, MAINTENANCE, STORAGE, SLA OR INDEMNITY OBLIGATIONS OF ANY KIND. CUSTOMER FURTHER ACKNOWLEDGES AND AGREES THAT BETA RELEASES MAY NOT BE COMPLETE OR FULLY FUNCTIONAL AND MAY CONTAIN BUGS, ERRORS, OMISSIONS AND OTHER PROBLEMS FOR WHICH FUSIONBOX WILL NOT BE RESPONSIBLE. ACCORDINGLY, ANY USE OF A BETA RELEASE IS AT CUSTOMER’S SOLE RISK. Fusionbox makes no promises that future versions of a Beta Release will be released or will be available under the same commercial or other terms. Fusionbox may terminate Customer’s right to use any Beta Release at any time for any reason or no reason in Fusionbox’s sole discretion, without liability.
Some parts of the Service are billed on a subscription basis ("Subscription(s)"). You will be billed in advance on a recurring and periodic basis ("Billing Cycle"). Billing cycles are set either on a monthly or annual basis, depending on the type of subscription plan you select when purchasing a Subscription.
At the end of each Billing Cycle, your Subscription will automatically renew under the exact same conditions unless you cancel it or Fusionbox cancels it. You may cancel your Subscription renewal either through your online account management page or by contacting the Memorist support team.
A valid payment method, including credit card or PayPal, is required to process the payment for your Subscription. You shall provide Fusionbox with accurate and complete billing information including full name, address, state, zip code, telephone number, and a valid payment method information. By submitting such payment information, you automatically authorize Fusionbox to charge all Subscription fees incurred through your account to any such payment instruments.
Should automatic billing fail to occur for any reason, Fusionbox will issue an electronic invoice indicating that you must proceed manually, within a certain deadline date, with the full payment corresponding to the billing period as indicated on the invoice.
Fusionbox, in its sole discretion and at any time, may modify the Subscription fees for the Subscriptions. Any Subscription fee change will become effective at the end of the then-current Billing Cycle.
Fusionbox will provide you with a reasonable prior notice of any change in Subscription fees to give you an opportunity to terminate your Subscription before such change becomes effective.
Your continued use of the Service after the Subscription fee change comes into effect constitutes your agreement to pay the modified Subscription fee amount.
Except when required by law, paid Subscription fees are non-refundable.
By creating an Account on our service, you agree to subscribe to newsletters, marketing or promotional materials and other information we may send. However, you may opt out of receiving any, or all, of these communications from us by following the unsubscribe link or instructions provided in any email we send.
Memorist allows you to post, link, store, share and otherwise make available certain information, text, graphics, videos, or other material ("Customer Content"). You are responsible for the Customer Content that you post on or through the Service, including its legality, reliability, and appropriateness.
By posting Customer Content on or through the Service, You represent and warrant that: (i) the Customer Content is yours (you own it) and/or you have the right to use it and the right to grant us the rights and license as provided in these Terms, and (ii) that the posting of your Customer Content on or through the Service does not violate the privacy rights, publicity rights, copyrights, contract rights or any other rights of any person or entity. We reserve the right to terminate the account of anyone found to be infringing on a copyright.
You retain all right, title and interest to any Customer Content you submit, post or display on or through the Service and you are responsible for protecting those rights. We take no responsibility and assume no liability for Customer Content you or any third party posts on or through the Service. You hereby grant Fusionbox a non-exclusive, worldwide, royalty-free right and license to collect, use, copy, store, transmit, modify and create derivative works of the Customer Content solely to the extent necessary to provide the Service and related services to Customer and as otherwise provided below. For Customer Content, this includes the right to publicly display and perform Customer Content (including derivative works and modifications) as directed by Customer through the Service.
You understand that, by using our Service, you may be exposed to the content submitted by other users of the Service ("Submitted Content"). Submitted Content might be unlawful, offensive, harmful, inaccurate, or otherwise inappropriate. Fusionbox has no obligation to preview, verify, flag, modify, filter, edit or remove any Submitted Content or Customer Content, even if requested to do so, although Fusionbox may do so in its sole discretion. Your use of Submitted Content is at your sole risk, and Fusionbox shall not be liable to you or any third party in relation to Submitted Content.
Submitted Content found on or through this Service are the property of Fusionbox or used with permission. You may not distribute, modify, transmit, reuse, download, repost, copy, or use said Submitted Content, whether in whole or in part, for commercial purposes or for personal gain, without express advance written permission from us.
With respect to security, Fusionbox agrees to maintain technical and organizational measures designed to secure its systems from unauthorized access, use or disclosure. These measures will include: (i) storing Customer Content on servers located in a physically secured location and (ii) using firewalls, access controls and similar security technology designed to protect Customer Content from unauthorized disclosure. Fusionbox takes no responsibility and assumes no liability for any Customer Content other than its express security obligations in this Section.
Fusionbox does not provide an archiving service. During the Subscription Term, Customer acknowledges that Fusionbox may delete Customer Content no longer in active use. Fusionbox expressly disclaims all other obligations with respect to storage.
When you create an account with us, you guarantee that you are above the age of 18, and that the information you provide us is accurate, complete, and current at all times. Inaccurate, incomplete, or obsolete information may result in the immediate termination of your account on the Service.
You are responsible for maintaining the confidentiality of your account and password, including but not limited to the restriction of access to your computer and/or account. You agree to accept responsibility for any and all activities or actions that occur under your account and/or password, whether your password is with our Service or a third-party service. You must notify us immediately upon becoming aware of any breach of security or unauthorized use of your account.
You may not use as a username the name of another person or entity or that is not lawfully available for use, a name or trademark that is subject to any rights of another person or entity other than you, without appropriate authorization. You may not use as a username any name that is offensive, vulgar or obscene.
3rd Party Integrations
Memorist may allow for integration with 3rd party services. 3rd pary services are not provided by Fusionbox. Customer agrees to hold harmless and release Fusionbox from any liability relating to Customer’s use of the third party services or integration of the Service with the third party services. Customer’s ability to use the third party services may be limited according to the third party’s terms and conditions. When Customer integrates with a third party service, Customer authorizes Fusionbox to share any Customer Content, whether confidential or not, with the third party service.
We respect the intellectual property rights of others. It is our policy to respond to any claim that Content posted on the Service infringes on the copyright or other intellectual property rights ("Infringement") of any person or entity.
If you are a copyright owner, or authorized on behalf of one, and you believe that the copyrighted work has been copied in a way that constitutes copyright infringement, please submit your claim via email to firstname.lastname@example.org, with the subject line: "Copyright Infringement" and include in your claim a detailed description of the alleged Infringement as detailed below, under "DMCA Notice and Procedure for Copyright Infringement Claims"
You may be held accountable for damages (including costs and attorneys' fees) for misrepresentation or bad-faith claims on the infringement of any Content found on and/or through the Service on your copyright.
DMCA Notice and Procedure for Copyright Infringement Claims
You may submit a notification pursuant to the Digital Millennium Copyright Act (DMCA) by providing our Copyright Agent with the following information in writing (see 17 U.S.C 512(c)(3) for further detail):
an electronic or physical signature of the person authorized to act on behalf of the owner of the copyright's interest;
a description of the copyrighted work that you claim has been infringed, including the URL (i.e., web page address) of the location where the copyrighted work exists or a copy of the copyrighted work;
identification of the URL or other specific location on the Service where the material that you claim is infringing is located;
your address, telephone number, and email address;
a statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law;
a statement by you, made under penalty of perjury, that the above information in your notice is accurate and that you are the copyright owner or authorized to act on the copyright owner's behalf.
You can contact our Copyright Agent via email at email@example.com
The Service and its original content (excluding Content provided by users), features and functionality are and will remain the exclusive property of Fusionbox and its licensors. The Service is protected by copyright, trademark, and other laws of both the United States and foreign countries. Our trademarks and trade dress may not be used in connection with any product or service without the prior written consent of Fusionbox.
Links To Other Web Sites
Our Service may contain links to third party web sites or services that are not owned or controlled by Fusionbox
Fusionbox has no control over, and assumes no responsibility for the content, privacy policies, or practices of any third party web sites or services. We do not warrant the offerings of any of these entities/individuals or their websites.
You acknowledge and agree that Fusionbox shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with use of or reliance on any such content, goods or services available on or through any such third party web sites or services.
We strongly advise you to read the terms and conditions and privacy policies of any third party web sites or services that you visit.
We may terminate or suspend your account and bar access to the Service immediately, without prior notice or liability, under our sole discretion, for any reason whatsoever and without limitation, including but not limited to a breach of the Terms.
If you wish to terminate your account, you may simply discontinue using the Service.
All provisions of the Terms which by their nature should survive termination shall survive termination, including, without limitation, ownership provisions, warranty disclaimers, indemnity and limitations of liability.
You agree to defend, indemnify and hold harmless Fusionbox and its licensee and licensors, 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), resulting from or arising out of a) your use and access of the Service, by you or any person using your account and password; b) a breach of these Terms, or c) Content posted on the Service.
Limitation Of Liability
In no event shall Fusionbox, nor its directors, employees, partners, agents, suppliers, or affiliates, be liable for any indirect, incidental, special, consequential or punitive damages, including without limitation, loss of profits, data, use, goodwill, or other intangible losses, resulting from (i) your access to or use of or inability to access or use the Service; (ii) any conduct or content of any third party on the Service; (iii) any content obtained from the Service; and (iv) unauthorized access, use or alteration of your transmissions or content, whether based on warranty, contract, tort (including negligence) or any other legal theory, whether or not we have been informed of the possibility of such damage, and even if a remedy set forth herein is found to have failed of its essential purpose.
Your use of the Service is at your sole risk. The Service is provided on an "AS IS" and "AS AVAILABLE" basis. The Service is provided without warranties of any kind, whether express or implied, including, but not limited to, implied warranties of merchantability, fitness for a particular purpose, non-infringement or course of performance.
Fusionbox its subsidiaries, affiliates, and its licensors do not warrant that a) the Service will function uninterrupted, secure or available at any particular time or location; b) any errors or defects will be corrected; c) the Service is free of viruses or other harmful components; or d) the results of using the Service will meet your requirements.
Some jurisdictions do not allow the exclusion of certain warranties or the exclusion or limitation of liability for consequential or incidental damages, so the limitations above may not apply to you.
These Terms shall be governed and construed in accordance with the laws of Colorado, United States, without regard to its conflict of law provisions.
Our failure to enforce any right or provision of these Terms will not be considered a waiver of those rights. If any provision of these Terms is held to be invalid or unenforceable by a court, the remaining provisions of these Terms will remain in effect. These Terms constitute the entire agreement between us regarding our Service, and supersede and replace any prior agreements we might have had between us regarding the Service.
We reserve the right, at our sole discretion, to modify or replace these Terms at any time. If a revision is material we will provide at least 30 days notice prior to any new terms taking effect. What constitutes a material change will be determined at our sole discretion.
By continuing to access or use our Service after any revisions become effective, you agree to be bound by the revised terms. If you do not agree to the new terms, you are no longer authorized to use the Service.
If you have any questions about these Terms, please contact us.