myMemory Vault ComyMemory Vault CoEffective Date: April 26, 2024
This website (the “Site”) is operated by myMemory Vault Co., (“we,” “us,” “our,””MV” or “myMemory Vault Co.”). The following Terms & Conditions, together with any documents referred to in them, (collectively, these “Terms”) apply to our users’ (“you” or “your”) use of our website, other services offered at the Site, and our mobile application (together, the “Platform”).
Please read these Terms & Conditions and our Privacy Policy carefully before downloading the Mobile Application, enrolling for an account, and/or using any part of the platform. If you do not accept these terms, you may not download, use, or access any portion of the platform.
These Terms are between you and myMemory Vault Co. only. myMemory Vault Co. is solely responsible for the Platform.
By using the Platform, you agree to the Terms & Conditions. If you do not agree to these Terms or our Privacy Policy, do not use or access the Platform.
Revision to the Terms & Conditions
We may revise and update these Terms & Conditions in our sole discretion, and will post any updates to the Terms on the Platform. Your continued use of our Platform, or any other service provided through the Platform, means that you accept and agree to the modified Terms & Conditions.
A. Disclaimer
The Platform is not a substitute for the professional judgement of an attorney, mediator or other professional. We do not give legal advice, nor do we provide legal services. You acknowledge that your reliance upon the Platform is solely at your own risk.
B. License Grant; Site Access; Information You Provide
Subject to these Terms, we hereby grant, and you hereby accept, a limited, non-exclusive, non-transferable, revocable license to download the mobile application and use the Platform. As a condition of your use of the Platform, you warrant that you will not use the Platform for any purpose that is unlawful or prohibited by these Terms. You may not use the Platform in any manner that could damage, disable, overburden, or impair the Platform, or interfere with any other party’s use and enjoyment of the Platform. You may not obtain or attempt to obtain any materials or information through any means not intentionally made available or provided for through the Platform.
All content included as part of the Platform, such as text, graphics, logos, images, as well as the compilation thereof, and any software used on the Platform is our property or the property of our suppliers and protected by copyright and other laws that protect intellectual property and proprietary rights. You agree that you will not copy, modify, alter, revise, paraphrase, display, store, timeshare, sublicense, publish, transmit, sell, rent, lease or otherwise transfer or distribute any content, in whole or in part, found on the Platform or any portion thereof, or create derivative works thereof, except as specifically authorized herein. You further agree not to modify in any way, or delete, any warnings, notices, liability limitations, or other license provisions contained on the Platform. Your use of the Platform does not entitle you to make any unauthorized use of any protected content, and in particular, you will not delete or alter any proprietary rights or attribution notices in any content.
Your use of the Platform does not entitle you to make any unauthorized use of any protected content, and in particular, you will not delete or alter any proprietary rights or attribution notices in any content. You will use protected content solely for your personal use, and will make no other use of the content without our express written permission. You agree that you do not acquire any ownership rights in any protected content. We do not grant you any licenses, express or implied, to our intellectual property or our licensors, except as expressly authorized by these Terms.
In the event of any third-party claim that the Platform infringes that third party’s intellectual property rights, myMemory Vault Co. will be solely responsible for the investigation, defense, settlement and discharge of any such intellectual property infringement claim.
All information you provide to us through the Platform must be current, accurate, and complete. If we at any time discover any error or omission in the information you provide to us, we may, at our option, terminate your right to access and use the Platform. You represent and warrant that you have all rights necessary to receive, use, transmit, and disclose all data that you use in any way with the Platform.
C. Subscription and Cancellation
A subscription to the Platform can be purchased through the Site (the “Subscription”). Your use of the Platform is subject to your payment of a subscription fee, inclusive of applicable taxes (the “Subscription Fee”) for the term selected (the “Subscription Period.”) By purchasing a Subscription, you authorize myMemory Vault Co. or its service provider to charge you via your selected payment method immediately. You may enjoy our free 30-day trial and as such, there is a no refund policy for our paid subscription plan.
Your Subscription will automatically renew for additional Subscription Period of the same length unless you cancel the auto-renewal. You may cancel the auto-renewal of a Subscription or through your account settings, or by contacting customer service at [email protected].
Upon expiration of your Subscription, you will no longer have access your account. Thereafter, a renewal payment is required before further access to the Platform is granted.
D. User Content on the Platform
To the extent portions of the Platform allow you to comment or otherwise post regarding content on the Site (“User Content”), you may not post User Content that:
Violates any copyright, trade mark rights, patent rights, rights in know-how, privacy or publicity rights, trade secret rights, confidentiality rights, contract rights, or other rights of any individual or legal entity;
Is harmful; hateful; threatening; abusive; harassing; defamatory or libelous; sexually explicit, vulgar, lewd, obscene, or pornographic; racially, ethnically, or otherwise objectionable or offensive; inappropriate; or inflammatory;
You know (or reasonably should know) is false, deceptive, or misleading;
Contains information that could be used for identity theft purposes, such as social security numbers, credit card, bank account, or other financial information, driver’s license numbers, security codes, passwords, or other authentication methods;
Links to materials or other content, directly or indirectly, to which you do not have a right to link or that violates these restrictions; or
Violates any applicable local, state, national, or international law.
By posting User Content on the Platform, you represent and warrant that the posting of your User Content does not violate these Terms & Conditions or applicable laws.
myMemory Vault Co. does not and shall not have any obligation to review User Content, and therefore we do not guarantee the accuracy, integrity, or quality of User Content and we cannot assure you that harmful, inaccurate, deceptive, offensive, threatening, defamatory, unlawful, or otherwise objectionable User Content will not appear on our Platform. We do, however, reserve the right to review any or all User Content in our sole discretion. In addition, we reserve the right to alter, edit, or remove any User Content, in whole or in part, at our sole discretion.
UNDER NO CIRCUMSTANCES SHALL myMEMORY VAULT CO. OR ITS AFFILIATES BE LIABLE IN ANY WAY FOR ANY USER CONTENT POSTED ON OR MADE AVAILABLE THROUGH THE PLATFORM. We do not control, have no obligation to monitor, and are not responsible for what users post, and are not responsible for any offensive, inappropriate, obscene, unlawful, infringing, or otherwise objectionable or illegal User Content on the Platform.
E. Security and Updates
A password or another form of authentication (“Authentication Method”) is required to access and use the Platform. You are solely responsible for (1) maintaining the strict confidentiality of the Authentication Method assigned to or created by you, (2) instructing any individual to whom you disclose your Authentication Method not to allow another person to use your Authentication Method to access the Platform without your express permission, (3) any charges, damages, or losses that may be incurred or suffered as a result of your failure, or the failure of any individual using your Authentication Method, to maintain the strict confidentiality of the Authentication Method, and (4) promptly informing us in writing of any need to deactivate an Authentication Method due to security concerns. We are not liable for any harm related to authorization, disclosure or theft of your Authentication Method. You agree to immediately notify us of any unauthorized use of your Authentication Method. You will be liable for any use of the Platform through your Authentication Method. Additionally, you are liable for any unauthorized use of the Platform until you notify us of any security breach.
myMemory Vault Co. may from time to time, in its sole discretion, develop and provide mobile application updates, which may include upgrades, bug fixes, patches, other error corrections, and/or new features (collectively, including related documentation, “Updates”). Updates may also modify or delete in their entirety certain features and functionality. You agree that myMemory Vault Co. has no obligation to provide any updates or to continue to provide or enable any particular features or functionality. Based on your mobile device settings, when your mobile device is connected to the internet either: (a) the mobile application will automatically download and install all available Updates; or (b) you may receive notice of or be prompted to download and install available Updates. You shall promptly download and install all updates and acknowledge and agree that the mobile application or portions thereof may not properly operate should you fail to do so. You further agree that all updates will be deemed part of the mobile application and be subject to these Terms.
F. Security Protocol
MV makes available to following security features, procedures and tools:
Security Fact Sheet including 2-Factor Authentication process
Corporate Information Security Policy
Network Access Control Policy
Business Continuity and Disaster Recovery Plan
The MV team provides guidance to MV employees, consultant and associates on how to recognize and report suspicious activity in order to improve MVs ability to detect attacks against our infrastructure, product, service, and employees.
From time-to-time, MV assesses its infrastructure and applications for vulnerabilities and makes every effort to remediate those that could impact the security of user data.
G. Transport Encryption
MV uses industry standard encryption to protect user data in transit. This is generally referred to as transport layer security (“TLS”) or secure socket layer (“SSL”) technology. If your mail service provider supports TLS, your email will be encrypted in transit, both to and from the MV platform.
H. How MV provide Notices to Users?
MV may provide notices by email (to the email address associated with your account) or postings on the MV website(s) related to the affected MV Service.
I. How Can Users Send a Notice to MV?
Any notice to must be delivered by email to [email protected]. This email address may be
updated as part of any update to these Terms. If you are unable to deliver notice via email, you may
send a notice to us at the following address:
myMemory Vault Co. Inc.
Toronto, Ontario
Attention: Legal Notice
J. Are There Countries Where MV Does Not Allow Its Service?
MV operates its platform in countries as authorized by Canadian and United States (“U.S.”) law and the laws of the jurisdiction in which the MV platform is hosted or where one uses the MV platform. In particular, but without limitation, the MV platform may not be (i) exported or re-exported into any countries that are subject to Canadian and U.S. economic sanctions or (ii) provided to or used by anyone on the Treasury Board of Canada or U.S. Department of the Treasury’s lists of Foreign Sanctions Evaders or Specially Designated Nationals or the Canadian Department of Trade and Commerce and the U.S. Department of Commerce Denied Persons, Unverified, or Entity lists. By using the MV platform, users represent and warrant that they are not located in any such country or on any such list, and shall not use the MV platform, or provide access to or use of the MV platform to anyone, in any such country. In addition, users are responsible for compliance with applicable export control, economic sanctions and related laws when travelling across international borders and accessing MV platform.
K. What Law Applies to the Use of the MV Platform?
Terms and conditions shall be governed in all respects by the laws of the province of Ontario, Canada, as they apply to these Terms and Conditions.
If any provision of these Terms is found by a court of competent jurisdiction to be invalid, the parties nevertheless agree that the court should endeavor to give effect to the parties’ intentions as reflected in the provision, and the other provisions of the Terms remain in full force and effect.
L. User’s Data
MV does not own user’s data. Creating memories and other content on the MV platform does not change that content’s ownership or copyright status. If the data was the users to begin with, it remains user’s after uploaded into MV platform. Keep in mind, if the data wasn’t the users to begin with, uploading it in MV platform doesn’t make it the users.
By using the MV platform, users give MV permission to do certain things with user’s data so that MV can run the platform. For example, user gives MV permission to back it up, send it over a network, index it for searching, display it on user’s various devices, etc. Some of these operations may require MV to send user’s data to MV’s business partners–such as a network operator–that MV has contracted with to provide parts of the MV platform service.
The MV platform is available worldwide, but user data is stored primarily in Canada and the United States, as described in our Privacy Policy. If you use the MV platform, you acknowledge that you may be sending electronic communications (including your Subscription Information and Content), through computer networks owned and operated by myMemory Vault Co. Inc., its Service Providers, and other third parties located in Canada and the United States. As a result, your use of the MV platform will likely result in interstate and possibly international data transmissions, and your use of the platform shall constitute your consent to permit such transmissions.
M. How is User Data Protected
Every memory created in MV platform is private by default. MV systems automatically analyze user data in order to power MV features, such as search and related notes, and to tell users about important features and products that MV thinks will enhance user experience, but MV never gives or sells content to any third party for advertising purposes.
In addition, MV takes many precautions to protect user data from accidental loss and theft. All memories are stored in a secure data center with multiple redundant servers, storage devices and off-site backups. Communications between users and servers are all encrypted. MV provides industry-leading security technologies, like two-factor authentication, to all users, and we’re constantly investing in ways to improve data protection. We take the utmost care in protecting your password and no one at MV will ever ask you for it.
N. User Data is Portable
There is no data lock-in with MV. MV is committed to making it straightforward for users to get all data into, and out of, MV at any time. MV’s software allows users to export all memories and content in human-readable HTML, as well as a fully documented machine-readable XML format.
O. MV Platform and Kids
The MV platform is not directed to minors, and any use by minors should only be done with the guidance, supervision and consent of their parents and/or guardians. In addition, MV relies on parents and guardians to ensure minors only use the MV platform if they can understand their rights and responsibilities as stated in these Terms and Conditions and MV Privacy Policy.
P. Feedback
You agree to reasonably cooperate with us in providing any comments and other feedback with respect to use of the Platform or any component thereof. By submitting information to us, you grant to us and our affiliates a royalty-free, perpetual, irrevocable, non-exclusive, worldwide license to use, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, perform and display such information, subject to applicable laws and regulations, these Terms & Conditions, and our Privacy Policy.
Q. Confidential Personal Information
The platform enables you to transmit, store, and receive confidential personal information regarding you, your family or other persons. You represent and warrant that you will, at all times during the term of these Terms and thereafter, comply with all laws directly or indirectly applicable to you that may now or hereafter govern the gathering, use, transmission, processing, receipt, reporting, disclosure, maintenance, and storage of the confidential personal information. You further represent and warrant that you will use your best efforts to cause all persons or entities under your direction or control to comply with such laws. You are, at all times during the term of these Terms and thereafter, solely responsible for obtaining and maintaining all legally necessary consents or permissions, required or advisable, to disclose, process, retrieve, transmit, and view the confidential personal information you transmit, store, or receive in connection with the Platform. You agree that we, our licensors, and all other persons or entities involved in the operation of the Platform, have the right to monitor, retrieve, store and use confidential personal information in connection with the operation of the Platform, and that we are acting on your behalf in transmitting confidential personal information. We agree to use commercially reasonable efforts to maintain the confidentiality of such information and prevent the disclosure of such information to third parties except in connection with the transmission, storage, retrieval, and disclosure of such information on your behalf and as may be required or permitted by law.
WE CANNOT AND DO NOT ASSUME ANY RESPONSIBILITY FOR YOUR USE OR MISUSE OF CONFIDENTIAL PERSONAL INFORMATION OR OTHER INFORMATION TRANSMITTED, MONITORED, STORED OR RECEIVED WHILE USING THE SITE OR ANY SERVICES OFFERED THEREON.
R. Warranty Disclaimers
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE PLATFORM IS PROVIDED TO YOU ON AN “AS IS, WITH ALL FAULTS” BASIS, AND YOUR USE IS AT YOUR OWN RISK. WE MAKE NO WARRANTIES OR REPRESENTATIONS OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT AND ANY WARRANTIES ARISING BY COURSE OF DEALING, CUSTOM OR TRADE. WE MAKE NO REPRESENTATION OR WARRANTY THAT ANY CONTENT IS ACCURATE, COMPLETE, APPROPRIATE, RELIABLE, OR TIMELY. WE MAKE NO REPRESENTATIONS OR WARRANTIES WITH RESPECT TO INFORMATION MARKED AS ‘PRIVILEGED’ BY USERS, AS THE DETERMINATION AS TO WHETHER OR NOT ANY GIVEN INFORMATION SHARED BETWEEN CLIENTS AND PROFESSIONALS IS PROTECTED BY ATTORNEY-CLIENT PRIVILEGE IS A FACT-SPECIFIC LEGAL QUESTION. FURTHER, WE ALSO MAKE NO REPRESENTATIONS OR WARRANTIES THAT YOUR ACCESS TO AND USE OF THE PLATFORM: (1) WILL BE UNINTERRUPTED OR ERROR-FREE, (2) IS FREE OF VIRUSES, UNAUTHORIZED CODES, OR OTHER HARMFUL COMPONENTS, OR (3) IS SECURE. YOU ARE RESPONSIBLE FOR TAKING ALL PRECAUTIONS YOU BELIEVE NECESSARY OR ADVISABLE TO PROTECT YOURSELF AGAINST ANY CLAIM, DAMAGE, LOSS OR HAZARD THAT MAY ARISE BY VIRTUE OF YOUR USE OF THE PLATFORM.
S. Limitation of Liability
TO THE MAXIMUM EXTENT PERMITTED BY LAW, UNDER NO CIRCUMSTANCES WILL WE, OR ANY OF OUR PROVIDERS BE RESPONSIBLE OR LIABLE TO YOU OR ANY OTHER INDIVIDUAL OR ENTITY FOR ANY DIRECT, COMPENSATORY, INDIRECT, INCIDENTAL, CONSEQUENTIAL (INCLUDING LOST PROFITS AND LOST BUSINESS OPPORTUNITIES), SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES OR ANY DAMAGES WHATSOEVER THAT RESULT FROM OR RELATE IN ANY MANNER WHATSOEVER TO (1) USE OF THE PLATFORM OR ANY SERVICES OFFERED THEREON, (2) RELIANCE ON THE CONTENT BY YOU OR ANYONE USING YOUR AUTHENTICATION METHOD, OR (3) ERRORS, INACCURACIES, OMISSIONS, DEFECTS, UNTIMELINESS, SECURITY BREACHES, OR ANY OTHER FAILURE TO PERFORM BY US OR OUR CONTENT PROVIDERS. THE FOREGOING EXCLUSION SHALL APPLY REGARDLESS OF WHETHER WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. BECAUSE SOME STATES/JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, THE ABOVE LIMITATION MAY NOT APPLY TO YOU.
IF, NOTWITHSTANDING THESE TERMS & CONDITIONS, WE SHOULD HAVE ANY LIABILITY TO YOU OR ANY THIRD PARTY FOR ANY LOSS, HARM OR DAMAGE, YOU AND WE AGREE THAT SUCH LIABILITY SHALL UNDER NO CIRCUMSTANCES EXCEED THE LESSER OF $250 OR THE FEES YOU PAID TO US DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE DAY THE ACT OR OMISSION OCCURRED WHICH GAVE RISE TO YOUR CLAIM. YOU AND WE AGREE THAT THE FOREGOING LIMITATION OF LIABILITY IS AN AGREED UPON ALLOCATION OF RISK BETWEEN YOU AND US WHICH CONSIDERS THE FEES, IF ANY, WE CHARGE YOU TO USE THE PLATFORM. YOU ACKNOWLEDGE THAT ABSENT YOUR AGREEMENT TO THIS LIMITATION OF LIABILITY, WE WOULD NOT PROVIDE THE PLATFORM TO YOU.
T. Indemnity
You agree to defend, indemnify and hold us harmless from any claims, losses, expenses, costs or damages (including reasonable attorneys’ fees, expert fees; and other costs of litigation) arising from, incurred as a result of, or in any manner related to (1) your breach of these Terms & Conditions, (2) use of the Platform and any services offered thereon by you or any other person using your Authentication Method, (3) the unauthorized or unlawful use of the platform by you or any other person using your Authentication Method, and (4) any claim that your content violates the intellectual property rights of a third party. We reserve the right, at our own cost, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you will fully cooperate with us in asserting any available defenses.
U. Term and Termination
These Terms remain in force for the duration of your Subscription Period, including renewal Subscription Periods, or until terminated by any party. Upon termination, your access to the platform will cease.
Your right to access and use the platform immediately terminates without further notice upon your breach of these Terms. We may terminate these Terms and/or your right to use the platform at any time, with or without cause.
Paragraphs A, B, G, H, I, J and K of these Terms survive the expiration or termination of these Terms for any reason whatsoever. We reserve the right to discontinue or make changes to the Platform at any time.
V. Links to Other Websites and Connecting through Social Media
The platform may contain hyperlinks to websites operated by third parties. We do not control such websites and will not be responsible for their content, or for any breach of contract, or any intentional or negligent action on the part of such third parties, which results in any loss, damage, delay, or injury to you or your companions. Inclusion of any linked website on the Platform does not imply or constitute approval or endorsement of the linked website by us. If you decide to leave the Platform to access these third-party sites, you do so at your own risk. All rules, policies (including privacy policies), and operating procedures of websites operated by third parties will apply to you while on such sites. We are not responsible for information provided by you to third parties.
W. Assignment/Waiver and Governing Law
We may assign these Terms, in whole or in part, in our sole discretion. You may not assign your rights under these Terms without our prior written permission. Any attempt by you to assign your rights under these Terms without our permission shall be void. The waiver by us of a breach of any provision of these Terms shall not operate or be construed as a waiver of any other or subsequent breach. If any provision of these Terms is held by a court of competent jurisdiction to be contrary to law, the remaining provisions of these Terms shall remain in full force and effect.
These Terms are governed by the laws of the Province of Ontario, Canada without giving effect to any principles of conflicts of law. Any claim or dispute related to the Platform or under these Terms & Conditions, the Privacy Policy, and any legal notices on this Platform, must be instituted within one (1) year after the claim arose (if multiple claims, from the date the first claim arose), or be forever waived and barred. You agree that you will bring any claims in, and submit to the exclusive jurisdiction of, the province and federal courts located in the City of Toronto, in the province of Ontario, Canada.
X. What Happens to My Account when I Die?
“Trusted Contact(s) who have been assigned to your MV account may contact MV in order to take over the account subject to MV’s verification process. As a general rule, MV deletes all accounts after 60 days for non-payment. In the event of death, the “Trusted Contact” has 60 days to contact MV to make arrangement to access the deceased MV account and decide on whether they wish to maintain the account or simply export the deceased vault content to an external location of their choosing. If you have assigned “Trusted Contact(s) to have access to your vault in the event of death or incapacitation, you need to implement a process for providing your information to them. If there are no assigned “Trusted Contact(s)” on your account, MV will not provide your information, or your Content, to anyone, even next of kin, unless MV determines that we are legally obligated to do so.
Y. MV Partner Program
MV Partner program works with companies and organizations to offer MV benefits to their members, customers and employees. If the organization is offering a Free MV account to its members, MV will invoice the organization directly for payment. Each organization will be issued a unique “promo code” that they will provide to their members for MV sign up purposes. The MV system will be able to track the “promo code” to the specific partner organization. The MV Partner program provides for special rates for participating partners.
If an individual terminates their membership, relationship or employment with the specific partner organization, the organization will not be responsible for paying any future subscription for that individual. MV will contact the individual, via SMS or email, to make them aware that the next subscription due is their responsibility and that they will need to login to their account and update their payment method. Failure to pay will result in the MV system deleting the MV account after 3 months of non-compliance.
Z. Entire Agreement
These Terms contain the entire agreement between you and us relating to the subject matter hereof, and supersedes any other oral or written communications relating thereto. You agree that you have not relied on any other verbal or written statements, actions or representations by us, our employees, or agents in consenting to these Terms. These Terms may not be amended or supplemented by any document originated by you relating to the subject matter hereof, or any statements of any of our employees and agents.
Contact Information
To contact us with any questions or inquiries about these Terms & Conditions, please contact us at:
myMemory Vault Co.
[email protected]
PLEASE READ THESE TERMS AND CONDITIONS OF PARTICIPATION IN MV REWARDS CAREFULLY. BY SIGNING UP FOR AN MV ACCOUNT, MEMBERS ARE AUTOMATICALLY ENROLLED IN MV REWARDS. PARTICIPATION IS VOLUNTARY AND NOT MANDATORY. FOR THOSE WHO CHOOSE TO PARTICIPATE IN MV REWARDS BY SHARING YOUR INDIVIDUAL LINK WITH FRIENDS, FAMILY OR ASSOCIATES, YOU AGREE TO BE BOUND BY THE TERMS DESCRIBED HEREIN AND ALL TERMS INCORPORATED BY REFERENCE. IF YOU DO NOT AGREE TO ALL OF THESE TERMS, DO NOT PARTICIPATE IN MV REWARDS.
KEY GUIDELINES FOR PARTICIPATING IN MV REWARDS
Advertising (i.e., Instagram, Facebook, Twitter, Google, etc.): We do not encourage paid advertising of any kind related to your participation in MV Rewards.
Spam: We encourage you to share your Refer a Friend link with friends, family and associates that you are familiar with.
Eligible Referrals: These referrals are generally friends, family and associates who successfully sign up for an MV account and has agreed to MV terms and conditions.
Personal Use Only: The MV Rewards Refer a Friend Program can only be used for personal, non-commercial purposes only (ie. you cannot sell or transfer your unique link).
MV Trademarks: You are not permitted to use MV trademarks, including our logo, anywhere that you are socializing your unique link. It is important that you do not represent yourself as an employee, contractor, or representative of MV in any channels where you are sharing your unique link.
Read the Terms and Conditions: You are only eligible to participate in MV Rewards if you follow all of the rules and guidelines. Please make sure you understand how MV Rewards works.
1. MEMBERSHIP ELIGIBILITY AND OVERVIEW
1.1 MV Rewards (“MVR”) is offered at the sole discretion of myMemory Vault Co. Inc. (“MV,” “we,” “our” or “us”). MVR is available to individuals for their personal use only and is limited to one account per individual. Corporations, associations or other groups may not participate in MVR. Individuals who are legal residents of Canada, United States (including its territories and possessions) and other participating jurisdictions and at least 16 years or older and who provide and maintain a valid email address are eligible to sign up for an MV account and participate in MVR. MVR is not targeted at children. Employees of MV and its affiliates are not eligible to participate in MVR. MVR may not be used for any business or commercial purpose and we may refuse to create an account for any reason.
1.2 By participating in MVR, you agree that you have read, understood and agree to be bound by these MVR Terms and Conditions (“Terms”) and by any changes or modifications we may make. You should review these Terms and the related policies and FAQS frequently to understand the terms and conditions that apply to MVR as they may change from time to time.
These Terms do not alter in any way the terms or conditions of any other agreement you may have with MV, including any agreement for products or services. By sharing your individual MVR link with family, friend or associates, you also agree to be bound by our website PRIVACY POLICY and our website TERMS AND CONDITIONS, which are incorporated herein by reference. If you do not agree to these Terms, our website PRIVACY POLICY, and our website TERMS AND CONDITIONS, you should not participate in MVR.
1.3 MVR is available within Canada, United States and other jurisdictions that members have signed up for an MV account.
1.4 Participation in MVR cannot be combined with MV Referral Program.
2. MVR ENROLLMENT
2.1 Individuals must sign up for an MV account in order to be eligible to participate in MVR.
2.2 Visit https://www.mymemoryvaultco.com (collectively, the “Site”) and follow the prompts to sign up for an MV account.
2.3 If you meet the age requirement to participate in MV, hence MVR, you are certifying that you have read, understood and agreed to be bound by these Terms, our PRIVACY POLICY and our website TERMS AND CONDITIONS which are incorporated by reference, and by any changes or modification we may make.
2.4 You are required to provide your full name, email address, in order to sign up. When you sign up at the Site, you must also create a username and password. You will also have the opportunity to provide us with your mobile phone number, but this information is optional. You are solely responsible for maintaining the accuracy of your account information and for updating it as required. You may update your personal information from your personal dashboard.
2.5 Only one MV account may be associated with a single member and a single Username. In the event of a dispute over the identity of the member enrolled in MV, the member will be deemed to be the authorized account holder of the Username submitted at the time of enrollment. For purposes of these Terms, the “authorized account holder” is the natural person who is assigned to the submitted email address by an internet provider, online service provider, or other organization (e.g., business, educational institution, etc.) that is responsible for assigning email addresses for the domain associated with the submitted email address.
3. HOW MVR WORKS & BENEFITS
3.1 MVR is a way in which we reward and thank our loyal members for referring friends, family and associates who successfully sign up for an MV Standard Plan. Once you have attained a specific rewards tier, you may be eligible for certain benefits and rewards applicable to that tier, which benefits may change from time to time and may be offered on a limited basis.
3.2 MVR is ONLY available to MV Standard Plan members. MVR is NOT available to those with an MV free trial plan.
3.3 MVR is a tier-based program determined by the number of successful Standard Plan sign ups that a member has referred to within a single calendar year (“calendar year” refers to the 12-month period following the date a member signs up for their MV account). For example, if you successfully refer 5 new members (reward: $2 discount on next year’s subscription); 10 new members (reward: $4 discount on next year’s subscription); 15 new members (reward: $6 discount on next year’s subscription); 20 new members (reward: $8 discount on next year’s subscription); 25 new members (reward: FREE subscription for next year’s subscription).
3.4 Additional Successful Referrals beyond 25 within 12-month cycle: For each additional 5 successful referrals within 12-month cycle, member may redeem for $10 electronic Gift Card.
3.5 MV platform tracks eligible and qualifying rewards. Once member reaches any of the tiers, the system will automatically log this within the personal dashboard of member and apply subscription discounts or Free subscription the following 12-month cycle.
3.6 MV members who qualify for Gift Cards can redeem gift cards.
3.7 Neither accounts nor rewards may be shared or combined.Only participating member may accumulate benefits and rewards. We reserve the right to monitor accounts to ensure the terms and conditions are being followed.
3.8 We are not responsible for rewards lost or redeemed due to fraudulent activity by you or any third party. We are not responsible for rewards that are lost, stolen or otherwise destroyed. The sale, barter, transfer, or assignment of any rewards or benefits offered through MVR, other than by us, is expressly prohibited. Any applicable tax liabilities resulting from rewards earned under the MVR are the responsibility of the member.
3.9 We reserve the right to change MVR benefits, how you redeem rewards and how we evaluate and reward your eligible MVR activity. We reserve the right to place limits on the number of successful referrals that are eligible for MVR, the number or types of rewards or benefits you may receive or earn in any given 12-month cycle or for the duration of the MVR Program, and/or any combination thereof.
3.10 If you have concerns that an activity was not properly applied to your account, you should contact MV Customer Service at: [email protected]. Your email must specify your name, address, phone number, and email address associated with your MV account, the date of activity, and the issue(s) you encountered. This email must be sent within 30 days of your acknowledgment of any alleged inaccurate application to your account. We are not responsible for late notifications about activities not being credited to an account.
4. MARKETING COMMUNICATIONS
4.1 By signing up for an MV account and voluntarily participating in MVR, you will be automatically subscribed to receive and consent to receiving (1) MVR related emails, including MVR marketing emails and (2) MVR Online emails, including marketing emails.
4.2 You may opt-out of receiving MVR Online marketing emails at any time, but operational emails will still be sent to you as they relate to your membership in MV, and you consent to their receipt. Examples of these include, but are not limited to, a redemption confirmation email, a profile update email, or other communications that relate to your account. If you terminate your membership, you will no longer receive MV-related communications.
5. TERMINATION AND MODIFICATION
5.1 MVR and its benefits are offered at our sole discretion. We may, in our discretion, cancel, modify, restrict or terminate these Terms, our FAQs, and/or the MVR Program or any aspect or feature of MVR at any time without prior notice, even though such changes may affect the value of rewards or benefits already accumulated or earned and/or the ability to redeem accumulated rewards or benefits.
5.2 We reserve the right, at any time, in our sole discretion to: (1) exclude you from participation in MVR;
discontinue your participation in MVR; and/or (3) suspend or audit your membership account for any amount of time without prior notice.
Any suspected abuse of the MVR, failure to follow any Terms, illegal activity, fraud, misrepresentation or other conduct inconsistent with these Terms and/or detrimental to us or our interests, including without limitation, any suspected illegal, fraudulent other unauthorized use of any MVR rewards and/or benefits, may result in the revocation of your membership, loss of accrued rewards, and make you ineligible for further participation in MVR. If your membership is revoked, any rewards or benefits in your account will automatically expire and your access to MVR and features will automatically terminate, in our sole discretion. If, in our sole discretion, we suspect fraud, misrepresentation, abuse or violation of these Terms, we also have the right to take appropriate legal action.
5.3 If you decide you no longer want to be a part of MVR, you may cancel your participation at any time by opting-out in your account.
6. DISCLAIMER OF WARRANTIES; LIMITATION OF LIABILITY
6.1 NEITHER MVR, MYMEMORY VAULT Co. Inc., SUBSIDIARIES, AFFILIATES, PARTNERS, OR LICENSORS MAKE ANY REPRESENTATIONS OR WARRANTIES OF ANY KIND WHATSOEVER, EXPRESS OR IMPLIED, IN CONNECTION WITH THESE TERMS OR MVR OR ANY OF THE REWARDS OR BENEFITS ASSOCIATED WITH MVR INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT OR FITNESS FOR A PARTICULAR PURPOSE, EXCEPT TO THE EXTENT SUCH REPRESENTATIONS AND WARRANTIES ARE NOT LEGALLY EXCLUDABLE.
6.2 YOU AGREE THAT NEITHER MVR, MYMEMORY VAULT Co. Inc., SUBSIDIARIES, AFFILIATES, PARTNERS, OR LICENSORS WILL BE RESPONSIBLE OR LIABLE IN CONTRACT, WARRANTY, OR IN TORT (INCLUDING NEGLIGENCE) FOR ANY (A) INTERRUPTION OF BUSINESS; (B) ACCESS DELAYS OR ACCESS INTERRUPTIONS TO MVR; (C) DATA NON-DELIVERY, LOSS, THEFT, MISDELIVERY, CORRUPTION, DESTRUCTION OR OTHER MODIFICATION; (D) LOSS OR DAMAGES OF ANY SORT INCURRED AS A RESULT OF DEALINGS WITH OR THE PRESENCE OF THIRD PARTY LINKS ON THE SITE OR USE OF ANY REWARD OR BENEFIT OF MVR; (E) COMPUTER VIRUSES, SYSTEM FAILURES OR MALFUNCTIONS WHICH MAY OCCUR IN CONNECTION WITH YOUR USE OF THE SITE, INCLUDING DURING HYPERLINK TO OR FROM THIRD PARTY WEBSITES; (F) ANY INACCURACIES OR OMISSIONS IN MVR CONTENT; OR (G) EVENTS BEYOND OUR REASONABLE CONTROL. WE MAKE NO REPRESENTATIONS OR WARRANTIES THAT DEFECTS OR ERRORS WILL BE CORRECTED.
6.3 FURTHER, NEITHER MVR, MYMEMORY VAULT Co. Inc., SUBSIDIARIES, AFFILIATES, PARTNERS, OR LICENSORS WILL BE LIABLE FOR ANY INDIRECT, SPECIAL, PUNITIVE, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OF ANY KIND (INCLUDING LOST PROFITS) RELATED TO MVR OR AND YOUR PARTICIPATION THEREIN, WHETHER IN CONTRACT, WARRANTY, OR IN TORT (INCLUDING NEGLIGENCE), EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND IN NO EVENT SHALL OUR MAXIMUM AGGREGATE LIABILITY EXCEED ONE HUNDRED DOLLARS ($100.00).
6.4 YOU AGREE THAT NO CLAIMS OR ACTION IN CONTRACT, WARRANTY, OR IN TORT (INCLUDING NEGLIGENCE) ARISING OUT OF, OR RELATED TO, YOUR PARTICIPATION IN MVR, USE OF ANY REWARDS OR OTHER BENEFIT OR THESE TERMS MAY BE BROUGHT BY YOU MORE THAN ONE (1) YEAR AFTER THE CAUSE OF ACTION RELATING TO SUCH CLAIM OR ACTION AROSE. IF YOU ARE DISSATISFIED WITH MVR, TERMINATION OF YOUR MEMBERSHIP IN MVR IS YOUR SOLE REMEDY. WE HAVE NO OTHER OBLIGATION, LIABILITY, OR RESPONSIBILITY TO YOU.
7. INDEMNIFICATION
You agree to defend, indemnify and hold MVR, myMemory Vault Co., subsidiaries, affiliates, partners, licensors, officers, directors, employees, and agents harmless for any loss, damages or costs, including reasonable attorneys’ fees, resulting from any third-party claim, action, or demand resulting from your participation in MVR in violation of any law, rule, regulation or these Terms.
8. GOVERNING LAW AND DISPUTES
8.1 MVR and these Terms will be governed by and construed under the substantive laws of the Province of Ontario, Canada as if they were a contract wholly entered into and wholly performed within Ontario, Canada and without reference to conflict-of-laws considerations.
8.2 ANY DISPUTE RELATING IN ANY WAY TO MVR, THESE TERMS, YOUR MVR MEMBERSHIP, OR THE RELATIONSHIP BETWEEN THE PARTIES SHALL BE SUBMITTED TO CONFIDENTIAL ARBITRATION IN ONTARIO, CANADA AND YOU AGREE TO SUBMIT YOURSELF TO THE JURISDICTION AND PROCEEDINGS THEREOF. ARBITRATION MEANS THAT A SINGLE ARBITRATOR WILL DECIDE THE CLAIM, AND YOU WILL NOT HAVE THE RIGHT TO SUE IN COURT OR TO HAVE A JUDGE OR JURY DECIDE YOUR CLAIM. YOUR RIGHTS TO PREHEARING EXCHANGE OF INFORMATION AND APPEALS MAY ALSO BE LIMITED IN ARBITRATION. It is further agreed that any dispute over the scope of this arbitration provision and any dispute as to whether a claim is arbitral shall be submitted to the arbitrator for decision. Notwithstanding the foregoing, to the extent you have in any manner violated or threatened to violate our intellectual property rights or the intellectual property rights of our affiliates, partners or licensors or otherwise have a cause of action in equity, we may seek injunctive or other appropriate relief in any court of competent jurisdiction and you consent to jurisdiction and venue in any such court for such purposes. Arbitration under these Terms shall be conducted under the Consumer-Related Disputes Supplementary Rules then prevailing with the American Arbitration Association (United States). The arbitrator’s award shall be binding and may be entered as a judgment in any court of competent jurisdiction.
8.3 You agree that any arbitration or proceeding shall be limited to the dispute between us and you individually, and (i) no arbitration or proceeding shall be joined with any other; (ii) there is no right or authority for any dispute to be arbitrated or resolved on a class action-basis or to utilize class action procedures; and (iii) there is no right or authority for any dispute to be brought in a purported representative capacity on behalf of the general public or any other persons. YOU AGREE THAT YOU MAY BRING CLAIMS AGAINST US ONLY IN YOUR INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING.
9. PRIVACY
The personal information collected from you in connection with MVR, including but not limited to successful referrals made in connection with your MVR membership, will be used and disclosed by us in accordance with our PRIVACY POLICY. Without limiting the foregoing, we will use and retain your personal information to (1) provide goods and services to you, such as servicing and maintaining your MVR membership with us; (2) protect against deceptive and fraudulent activity; (3) enable internal uses that are consistent with our PRIVACY POLICY; and (4) comply with a legal obligation.
10. CONTACT
For information about the MVR and your membership, email [email protected]. We are not responsible for requests or correspondence lost or delayed in the mail or over the Internet. You may also view answers to helpful frequently answered questions in our FAQS.
(Participating Organizations & Referral Agents)
myMemory Vault Co. Inc. (“MV” or “We”) offers Participating Organizations (“MV Partner, “You” or “Your”) and Referral Agents (“Referrer”, “You” or “Your”) the opportunity to participate in its partner program (the “Program”). We reserve the right to amend or terminate the Program at any time, for any reason. The Program is administered by MV.
MV Partners and Referral Agents are bound by these Terms and Conditions by participating in the Program. By participating in the Program, you agree to use the Program in the manner specified in these Terms and Conditions. If you do not agree to these Terms and Conditions in their entirety, you are not authorized to sign up as an MV Partner or Referral Agent or to participate in the Program in any other manner. You may not participate in the Program where doing so would be prohibited by any applicable law or regulations.
We reserve the right to modify or amend at any time these Terms and Conditions and/or the methods through which revenue-share commission is earned. We reserve the right to disqualify you from participation in the Program at any time at our sole discretion, including without limitation if he/she does not comply with any of these Terms and Conditions or otherwise fails to comply with any applicable laws (including, without limitation, through any failure to include any disclosures as required by the Federal Trade Commission (in the US) or Competition Bureau (in Canada) or otherwise required by MV).
I. HOW THE PROGRAM WORKS
A. Program Participation, Generally
Revenue-share and Commissions are generated from successful Standard Plan sign-ups.
Payments are made on the 1st and 15th of each month:
You will receive a credit memo from MV in order to generate invoices for submission for payment.
You are responsible for paying their own Provincial/State taxes and MV is not responsible for same.
You have access to MV back office to track all related activities including commission payments and referral participants.
You are entitled to revenue-share/commissions on yearly renewed subscriptions resulting in residual commission.
MV Partners may be entitled to participate in MV revenue-share as long as the You have met the minimum threshold of 100 participants within your organization have signed up for a Standard Plan.
B. Eligible MV Partner and Referral Agent
To be “Eligible”, an organization must:
Be a registered corporation/business of Canada; the United States of America or any other jurisdiction that they are registering to participate in MV Partner program; and
In good standing with the appropriate tax authority in your jurisdiction.
To be “Eligible”, a Referral Agent must:
Be a legal resident of Canada; the United States of America or any other jurisdiction that they are registering to participate in MV Partner program; and
Be at least 16 years old.
C. Making a Referral
You must successfully sign up with MV Partner program. MV Partners will be provided a unique “Promo Code” which can be shared with “members, employees or associates” that they will input during sign up for an MV account. This Promo Code represents the special partner pricing afforded to MV Partners.You are able to track referral sign ups via dashboard.
Referral Agents will be provided a unique Referral Agent ID# for tracking all participating organizations on-boarded by their efforts via dashboard.
You must respect the spirit of the Program by only referring real individuals who meet the requirements of these Terms and Conditions.
D. Qualified Referrals
A “Qualified Referral” means that all the following conditions are met:
The member, employee or associate signed up and completed the purchase of a Standard Plan; and
The participating individual is (a) a legal resident of the jurisdiction that they have signed up and (b) at least 16 years old
E. Earning Residual Revenue-Share/Commissions
MV Partners must meet the minimum of 100 successful sign up of members, employees or associates that have paid for a Standard Plan in order to participate in MV Revenue-share.
MV Partners and Referral Agents participating in the MV Partner Program each receive 5% residual of MV’s gross revenues generated from participating members within the organization that sign up for a paid Standard Plan.
You must submit an invoice to MV for commission payouts. For participating MV Partners, revenue-share commences once MV Partner has met the 100 members sign up and revenue-share will be retroactive. MV will provide MV Partners and Referral Agents an invoice memo that you will use to generate invoice to be submitted to MV for revenue-share/commission payment.
II. PRIVACY
You may participate in the Program made available by MV in order to refer members to MV as potential new MV customers. To do this, Referrals sign up via www.mymemoryvaultco.com and the platform collects information from customer that is made available to the customer within their personal dashboard profile.MV uses all means to protect customer data and follows its privacy policy. The personal information will be collected, processed and used in accordance with MV’s Privacy Statement, which can be found at www.mymemoryvaultco.com. You understand that, in addition to the initial communications to members, MV may also use the personal information to send to members additional follow-up communications in order to encourage or remind them to complete sign up, if applicable. The personal information may also be used by MV to contact You with regards to their participation in the Program and to send to You additional communications from MV.
III. CONTENT OWNERSHIP AND USE
A. Content
MV’s platform and the Program contain content that includes: designs, text, graphics, images, video, information, logos, button icons, software, audio files, computer code, and other content (collectively, “Content”). As between You and MV, all Content is the property of MV or its licensors and is protected under copyright, trademark, and other laws. The compilation (meaning the collection, arrangement, and assembly) of all Content on MV’s platform or the Program is the exclusive property of MV and is protected by copyright, trademark, and other laws.
B. License to You
MV authorizes you, subject to these terms, to access and use MV platform, the Program, and the Content solely for your personal, non-commercial use. This license is revocable at any time without notice and with or without cause. Unauthorized use of the Content may violate copyright, trademark, and applicable communications regulations and statutes and is strictly prohibited. You must preserve all copyright, trademarks, service marks, and other proprietary notices contained in the original Content on any copy you make of it.
C. Trademarks
The registered or unregistered logos, product and service names contained in MV’s platform or the Program are or may be trademarks of MV or its licensors (the “Marks”). Without MV’s prior written permission, and except as solely enabled by any link as provided by MV, you agree not to display or use in any manner the Marks.
IV. LIABILITY
A. By participating in the Program, MV Partners and Referral Agents agree to:
Be bound by these Terms and Conditions, the decisions of MV and its designees, and the Privacy Policy of MV;
Defend, indemnify, release and hold harmless MV, its parent companies, affiliates and subsidiaries, together with their respective employees, directors, officers, licensees, licensors, shareholders, attorneys and agents including, without limitation, their respective advertising and promotion entities and any person or entity associated with the production, operation or administration of the Program (collectively, the “Released Parties”), from any and all claims, actions, demands, damages, losses, liabilities, costs or expenses caused by, arising out of, in connection with, or related to your participation in the Program (including, without limitation, any property loss, damage, personal injury or death caused to any person(s) and/or the awarding, receipt and/or use or misuse of the Program or any Commission).
B. MV shall not be liable for:
Late, lost, delayed, stolen, misdirected, incomplete, unreadable, inaccurate, unreliable, garbled or unintelligible entries, communications or affidavits, regardless of the method of transmission;
Telephone system, telephone or computer hardware, software or other technical or computer malfunctions, lost connections, disconnections, delays or transmission errors;
Data corruption, theft, destruction, unauthorized access to or alteration of entry or other materials;
Any printing, typographical, administrative or technological errors in any websites or materials associated with the MV Partner program; or
Claims, demands, and damages in disputes among MV Partners and Referral Agents or between You and members; or
Any other injuries, losses or damages of any kind resulting from acceptance, possession or use of a commission, or from participation in the Program, that were not reasonably foreseeable to MV at the relevant time.
C. Disclaims and Liability
MV disclaims any liability for damage to any computer system resulting from participating in, or accessing or downloading information in connection with the Program, and reserves the right, in its sole discretion, to cancel, modify or suspend the Program should a virus, bug, computer problem, unauthorized intervention or other cause beyond MV’s control corrupt the administration, security or proper operation of the Program.
D. Cancellation or Suspension
MV reserves the right to cancel or suspend the Program should MV determine, in its sole discretion, that the administration, security or fairness of the Program has been compromised in any way.
E. Disclaimer of Warranties
YOU EXPRESSLY UNDERSTAND AND AGREE THAT: (A) YOUR USE OF THE PROGRAM IS AT YOUR SOLE RISK; THE PROGRAM IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS AND MV EXPRESSLY DISCLAIMS ALL WARRANTIES, CONDITIONS AND TERMS (COLLECTIVELY, “PROMISES”) OF ANY KIND, WHETHER EXPRESS OR IMPLIED BY STATUTE, COMMON LAW OR CUSTOM, INCLUDING, BUT NOT LIMITED TO, WARRANTIES AS TO PRODUCTS OR SERVICES OFFERED THROUGH THE USE OF THE PROGRAM, IMPLIED WARRANTIES OF MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, AND NONINFRINGEMENT; (B) MV MAKES AND GIVES NO WARRANTY THAT (i)
THE PROGRAM WILL MEET YOUR REQUIREMENTS OR BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR FREE, (ii) THE RESULTS OBTAINED FROM THE USE OF THE PROGRAM WILL BE ACCURATE OR RELIABLE, (iii) THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION, OR OTHER MATERIAL OBTAINED BY YOU THROUGH THE PROGRAM WILL MEET YOUR EXPECTATIONS, AND (iv) ANY ERRORS IN THE SERVICE WILL BE CORRECTED; AND (C) ANY MATERIAL DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE PROGRAM IS ACCESSED AT YOUR OWN DISCRETION AND RISK, AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR MOBILE DEVICE OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OR USE OF ANY SUCH MATERIAL.
F. Limitation of Liability and Indemnification
YOU EXPRESSLY UNDERSTAND AND AGREE THAT MV (INCLUDING ANY VENDORS AND SERVICE PROVIDERS ASSOCIATED WITH OR ASSISTING IN PROVIDING THE PROGRAM) SHALL NOT BE LIABLE TO YOU FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES, INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES (EVEN IF MV WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), RESULTING FROM: (i) THE USE OR THE INABILITY TO USE THE PROGRAM; (ii) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS AND SERVICES RESULTING FROM ANY GOODS, DATA, INFORMATION OR SERVICES OBTAINED OR MESSAGES RECEIVED OR TRANSACTIONS ENTERED INTO THROUGH, FROM, OR AS A RESULT OF THE PROGRAM; (iii) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA; (iv) STATEMENTS OR CONDUCT OF ANY THIRD PARTY ON OR THROUGH THE PROGRAM; OR (v) ANY OTHER MATTER RELATING TO THE PROGRAM. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES. ACCORDINGLY, SOME OF THE ABOVE LIMITATIONS IN THIS PARAGRAPH MAY NOT APPLY TO YOU.
TO THE FULLEST EXTENT POSSIBLE BY LAW, MV’S (INCLUDING ANY VENDORS AND SERVICE PROVIDERS) MAXIMUM LIABILITY ARISING OUT OF OR IN CONNECTION WITH THE PROGRAM, REGARDLESS OF THE CAUSE OF ACTION (WHETHER IN CONTRACT, TORT, BREACH OF WARRANTY, OR OTHERWISE), SHALL NOT EXCEED $100 USD.
YOU SHOULD USE THE PROGRAM AT THEIR OWN RISK.
V. CONDUCT
If a solution cannot be found to restore the integrity of the Program after the occurrence of Prohibited Conduct (as defined below), MV reserves the right to cancel, change, or suspend the Program.
A. Prohibited Conduct, Generally
You agree not to use the Program to:
Violate applicable law;
Infringe the intellectual property rights of MV or any third parties;
Stalk, harass, or harm another individual;
Collect or store personal data about other partners or agents;
Impersonate any person or otherwise misrepresent your identity;
Interfere with, disrupt or violate the Terms and Conditions or servers or networks connected to the Program; or disobey any requirements, procedures, policies, or regulations of such networks;
Interfere with another partner or agent’s use of the Program;
Attempt to gain unauthorized access to the Program, other accounts, computer systems, or networks connected to the Program;
Transmit any file that contains viruses, worms, trojan horses, or any other contaminating or destructive features;
Conduct any illegal activity or solicit the performance of any illegal activity or other activity that infringes the rights of others; and
Resell, barter, trade, auction or otherwise generate income by providing access to the Program to others.
B. Bulk Distribution (“Spam”)
If You provide a Personal Link to www.mymemoryvaultco.com to a member by email, the email must be created and distributed in a personal manner that is appropriate and customary for communications with friends, colleagues and members.
Bulk referrals, distribution to strangers, or any other promotion of a Program in a manner that would constitute or appear to constitute unsolicited commercial email or “spam” in MV’s sole discretion is expressly prohibited and may be grounds for immediate termination of your participation in the Program. MV has a no-tolerance spam policy.
MV has no obligation to monitor the content provided by you; however, MV may choose to do so and block any email messages, remove any such content, or prohibit any use of the Program.
You must comply with applicable laws. MV Partners and Referral Agents who do not comply with the law, including antispam laws, are obligated to indemnify MV and all of the Released Parties against any liabilities, costs and expenses incurred as a result of such violation.
C. Fraudulent and Suspicious Behavior
MV may prohibit you from participating in the Program or receiving revenue-share/commission, in MV’s sole discretion, if MV determines that you are attempting to undermine the fairness, integrity or legitimate operation of the Program in any way by cheating, hacking, deception, or any other unfair playing practices of intending to annoy, abuse, threaten or harass any other partners or any representatives of MV.
Use of any affiliate website, affiliate network properties, automated systems, script, or macro to participate is strictly prohibited and will result in disqualification.
You may not enter with multiple or fake emails addresses or accounts, use fictitious identities or use any system, bot or other device or artifice to participate in the Program or receive a commission.
MV reserves the right to disqualify You and/or cancel participation in MV Partner program if MV finds You to be tampering with the entry process or the operation of the Program or violating these Terms and Conditions in any way.
CAUTION: ANY ATTEMPT TO DELIBERATELY DAMAGE OR UNDERMINE THE LEGITIMATE OPERATION OF THE PROGRAM MAY BE IN VIOLATION OF CRIMINAL AND CIVIL LAWS AND WILL RESULT IN DISQUALIFICATION FROM PARTICIPATION IN THE PROGRAM. SHOULD SUCH AN ATTEMPT BE MADE, MV RESERVES THE RIGHT TO SEEK REMEDIES AND DAMAGES (INCLUDING ATTORNEY FEES) TO THE FULLEST EXTENT OF THE LAW, INCLUDING CRIMINAL PROSECUTION.
VI. APPLICABLE LAW; ARBITRATION; CLASS WAIVER; AND WAIVER OF JURY TRIAL
A. Any and all disputes, claims and causes of action arising out of or related to the Program or any commissions awarded pursuant to the Program or to this agreement shall be resolved under the laws of Ontario, Canada.
B. You and MV agree to submit to the personal and exclusive arbitration of any disputes relating to the use of MV platform or the Program under the rules of the Canadian Arbitration Association. Any such arbitration, to the extent necessary, shall be conducted within Toronto, Province of Ontario. You covenant not to sue or otherwise bring a claim against MV in any other forum.
C. You also acknowledge and understand that, with respect to any dispute with the Released Parties arising out of or relating to your use of the Program or this agreement: YOU ARE GIVING UP THEIR RIGHT TO HAVE A TRIAL BY JURY; and
YOU ARE GIVING UP THEIR RIGHT TO SERVE AS A REPRESENTATIVE, AS A PRIVATE ATTORNEY GENERAL, OR IN ANY OTHER REPRESENTATIVE CAPACITY, OR TO PARTICIPATE AS A MEMBER OF A CLASS OF CLAIMANTS, IN ANY LAWSUIT INVOLVING ANY SUCH DISPUTE.
VIII. GENERAL TERMS
These terms constitute the entire agreement between You and MV concerning your use of the Program. The failure of MV to exercise or enforce any right or provision of these terms shall not constitute a waiver of such right or provision. If any provision of these terms is found by a court of competent jurisdiction to be invalid, MV and MV Partners and Referral Agents nevertheless agree that the court should endeavor to give effect to the intentions reflected in the provision, and that the other provisions of these terms shall remain in full force and effect. The section titles in these terms are for convenience only and have no legal or contractual effect. A person who is not a party to these terms shall have no right to enforce or receive the benefit of any of these terms.