Mimory

MIMORY, INC.

Terms of Service

Last updated August 31, 2024

These Terms of Service (the “Terms”) constitute a legally binding agreement made between you and Mimory, Inc. (“Mimory,” “we,” or “us“), concerning your access to and use of the Service (as defined below). The Service is offered subject to your acceptance of all terms and conditions set forth herein. 

PLEASE READ THESE TERMS CAREFULLY. BY CLICKING “I ACCEPT” OR BY ACCESSING OR USING THE SERVICE IN ANY MANNER, YOU: (A) ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTAND, AND AGREE TO BE BOUND BY THESE TERMS AND BY SUCH OTHER TERMS, CONDITIONS, POLICIES, AND DOCUMENTS THAT MAY BE INCORPORATED HEREIN BY REFERENCE, INCLUDING, WITHOUT LIMITATION, THE MIMORY PRIVACY POLICY; (B) AFFIRM THAT YOU ARE AT LEAST 18 YEARS OF AGE (OR HAVE REACHED THE AGE OF MAJORITY IN THE JURISDICTION WHERE YOU RESIDE); AND (C) IF YOU ARE ACCEPTING THESE TERMS ON BEHALF OF A COMPANY OR OTHER ORGANIZATION, REPRESENT AND WARRANT THAT YOU HAVE THE ORGANIZATIONAL AND LEGAL AUTHORITY TO ACCEPT THESE TERMS ON SUCH COMPANY’S OR OTHER ORGANIZATION’S BEHALF AND TO BIND SUCH COMPANY OR ORGANIZATION. IF YOU DO NOT AGREE TO THESE TERMS, DO NOT ACCESS OR USE THE SERVICE IN ANY MANNER.

THESE TERMS MAY REQUIRE THE USE OF BINDING ARBITRATION ON AN INDIVIDUAL BASIS TO RESOLVE DISPUTES RATHER THAN JURY TRIALS OR CLASS ACTIONS, IN ACCORDANCE WITH THE TERMS OF SECTION 19 (DISPUTE RESOLUTION) BELOW.

MIMORY MAY REFUSE ACCESS TO OR USE OF THE SERVICE FOR NONCOMPLIANCE WITH ANY PART OF THESE TERMS. THESE TERMS ARE VOID WHERE PROHIBITED BY LAW, AND ANY RIGHTS TO ACCESS OR USE THE SERVICE ARE REVOKED IN SUCH JURISDICTIONS.

  1. THE SERVICE. Mimory operates an online service, accessible through its website with a homepage at [URL], including such subdomains and other websites and third party services as Mimory may designate from time to time (the “Site”), including all features, content, tools, applications, application program interfaces, widgets and other tools and services included on or available through the App or the Site (collectively with the Site, the “Service”), which Service allows users to, among other things, seamlessly and efficiently manage connected devices within a hotel room or other short-term rental property (a “Property”), to access and/or make available information and content relating to the Property, and to provide other services for the benefit of Property guests.
  2. APPLICABILITY. As used herein, “you” means the natural person or entity that has agreed to be bound by these Terms, including, without limitation, (i) individuals or entities that purchase or otherwise register for access to the Service for use with respect to a Property owned or operated by such person or entity (a “Subscriber”), (ii) individual employees or representatives of Subscriber who access and use the Service as authorized users of such Subscriber (an “Authorized User”), and (iii) individuals or entities that have booked and/or are staying at a Subscriber Property pursuant to a separate agreement between Subscriber and such individual or entity (a “Guest”). If you are a Subscriber, you are responsible for all acts and omissions of your Guests and Authorized Users with respect to the Service, and for ensuring the compliance of your Guests and Authorized Users with the provisions of these Terms. 
  1. CHANGES TO THE TERMS. Mimory reserves the right to modify or change these Terms, in whole or in part, at any time and in its sole discretion. Any modifications or changes to these Terms will be effective immediately upon posting to the Service, unless otherwise specified in the updated Terms. Your continued access to and use of the Service confirms your acceptance of these Terms and any changes or modifications made to these Terms. You should review these Terms and the Privacy Policy frequently and ensure you understand all terms, conditions, and policies applicable to your access to and use of the Service.
  1. ACCESS TO THE SERVICE. Subject to and conditioned upon Subscriber’s compliance with these Terms, Mimory will provide Subscriber’s Authorized Users and Guests with access to and use of the Service, solely during Subscriber’s paid-up subscription term and in accordance with the terms hereof and all applicable user documentation. If you are a Guest, the foregoing rights shall apply only during the term of your stay at the Property, and only if and to the extent Subscriber has purchased and maintains, throughout the term of your stay, a valid Subscription Plan (as defined below). Notwithstanding the foregoing, Mimory may suspend or terminate your access to the Service or any component thereof at any time and for any reason, including if Mimory determines you have violated these Terms. We may modify, discontinue, or replace the Service or any portion thereof from time to time in our sole discretion and without prior notice to you.
  1. USER ACCOUNTS. In order to access and use the Service or certain features thereof, you may be required to establish a Mimory profile and user account (a “User Account”). You must provide true, accurate, current, and complete information as prompted by the applicable registration form, and you are responsible for keeping such information up to date. You are responsible and liable for all activities conducted through your User Account, regardless of who conducts those activities. You are responsible for maintaining the confidentiality of any user IDs, passwords and other credentials associated with your User Account, and shall immediately notify Mimory of any actual or suspected unauthorized access to or use of your User Account or any associated user IDs, passwords, or other credentials. You will cooperate fully with Mimory and take all actions that Mimory reasonably deems necessary to maintain or enhance the security of the Service or Mimory’s computing systems and networks. Mimory is not and shall not be deemed liable for any loss or damage to you or any third party arising from your failure to comply with this Section 5.
  1. CONTENT.
    1. Submitted Content. In connection with and to facilitate your use of the Service, you may be permitted to input, upload or otherwise submit to the Service certain information, data, materials, or other content (collectively, “Submitted Content”). Submitted Content may include, but is in no way limited to, your contact information and data and information regarding your devices, the Property, and certain of your routines and preferences. If you are a Subscriber, Submitted Content may also include data, information, and other content you submit to the Service (directly or through any Authorized User) of behalf of or with respect to your Guests. As between you and Mimory, you are solely responsible for all Submitted Content and for the accuracy, quality, integrity, legality, reliability, and appropriateness of the same. Without limiting the generality of the foregoing, you shall not upload or input to or in connection with the Service (and if you are a Subscriber, you shall ensure that your Guests and Authorized Users do not upload or input to or in connection with the Service) any Submitted Content or other information, materials, or content that (i) infringes the intellectual property rights, rights of privacy or publicity, or other proprietary rights of any third party, (ii) you know to be inaccurate, incomplete, or incorrect, (iii) violates any applicable law, (iv) is, or is likely to be considered, immoral, libelous, tortuous, defamatory, threatening, vulgar, or obscene or harmful to minors, or (v) contains any malware, viruses, Trojan horses, spyware, worms, or other malicious or harmful code. Additionally, you represent and warrant to Mimory that, with respect to any Submitted Content, you have or have obtained all permissions and consents necessary for you to properly comply with these Terms, to grant the license set forth in Section 12(c), and to otherwise access and use (and permit the access and use of) such Submitted Content as contemplated hereunder.
    2. Storage of Submitted Content. You agree and acknowledge that Mimory is not a provider of data back-up, archiving, or data retention services. As between you and Mimory, you are solely and exclusively responsible for the backing up, archiving, and retaining of all Submitted Content and any other of your information, data, or materials. Mimory does not make any representations, warranties or guarantees that any Submitted Content or other of your information, data or materials will not be lost, altered, destroyed, damaged, or corrupted. MIMORY HAS NO OBLIGATION OR LIABILITY TO YOU OR ANY THIRD PARTY FOR ANY LOSS, ALTERATION, DESTRUCTION, DAMAGE, CORRUPTION, OR RECOVERY OF ANY SUBMITTED CONTENT OR OTHER OF YOUR INFORMATION, DATA, OR MATERIALS THROUGH OR IN CONNECTION WITH YOUR USE OF THE SERVICE.
    3. Retention of Logs Post-termination. In connection with or following your use of the Service, you may be asked by Mimory, via online chat or another method, if you would like to permit the retention and use by Mimory, following completion of the Services and only on an anonymized and de-identified basis, of certain logs relating to your use of the Service for purposes of, among other things, developing, optimizing, and/or improving the Service (“Opt-in Data”). Please note that, although Opt-in Data is necessarily used by Mimory to provide the Service to you (and separate consent will not be sought with respect to such use), Mimory will only use Opt-in Data post-termination where authorized by you in accordance with this Section. Any such authorization is given by you voluntarily and is made at your discretion. If you choose not to authorize post-termination use of Opt-in Data, Mimory will delete such Opt-in Data when it is no longer required for Mimory’s provision of the Services to you. For more information on our collection and use of Opt-in Data, please review our Privacy Policy. 
  1. PROHIBITED ACTIVITIES. You agree to access and use the Service solely in accordance with all applicable laws. You shall not, and shall not attempt to: (i) copy, reproduce, frame, mirror, modify, decompile, disassemble, create derivative works based on, or reverse engineer the Service or any associated software or materials (except to the extent that applicable law prohibits or restricts reverse engineering restrictions); (ii) provide any third parties with access to any of the Service (other than to Guests, if you are a Subscriber), or use any of the Service for time sharing or similar purposes for the benefit of any third party; (iii) sell, resell, rent or license the Service; (iv) remove any copyright or proprietary notices contained in the Service or in any output thereof or content available therethrough; (v) breach, disable or tamper with, or develop or use (or attempt) any workaround for, any security measure provided or used by the Service; (vi) scrape or access the Service via any bot, web crawler or non-human user; (vii) access or use (or permit a third party to access or use) the Service for any unlawful purpose or for purposes of monitoring the availability, performance or functionality of the Service or for any other benchmarking or competitive purposes; (viii) attempt to gain unauthorized access to the Service or any related systems, software or networks; (ix) access the Service in order to build a competitive product or service, or copy any features, functions or graphics of the Service; (x) use the Service to transmit viruses or malicious code; or (xi) make any use of, or take any other action with respect to, the Service or any component thereof in a manner that violates applicable law or any provision of these Terms. 
  1. TECHNICAL AND HARDWARE REQUIREMENTS. Your access to and use of the Service is dependent upon access to telecommunications and Internet services. Additionally, if you are a Subscriber, you are solely responsible for providing and maintaining, at your sole cost and expense, all hardware necessary for your access to and use of the Service, if any. You acknowledge that Mimory is not responsible for acquiring or maintaining any telecommunications or Internet services or other hardware or software that you may need to access and use the Service or for any costs, fees, expenses, or taxes of any kind related to the foregoing.
  1. TERM AND TERMINATION. These Terms shall remain in full force and effect while you use or have access to the Service. Mimory may terminate or restrict your access to any or all of the Service or to your User Account for any reason, including, without limitation, if Mimory determines that you have violated any provision of these Terms. Any termination of these Terms is without prejudice to any rights or obligations of the parties accrued up to and including the date of termination. Upon termination of these Terms, you will remain liable for any accrued charges and amounts due from you as of the date of such termination, if any, and shall immediately cease to use the Service. 
  1. SUBSCRIPTIONS AND FEES (Subscribers).
    1. Subscription Plans. The Service is offered on a subscription basis and in accordance with the individual service plan selected by Subscriber via the online check-out functionality on the Site (a “Subscription Plan”). We may modify, terminate, or replace any Subscription Plan from time to time in our sole discretion and without prior notice; provided, however, that any such modification, termination, or replacement shall not become effective until the end of Subscriber’s then-current subscription term. The scope of benefits available to Subscriber, its Authorized Users and its Guests with respect to any Subscription shall be as described or otherwise limited by the terms disclosed to Subscriber at the time of purchase of the Subscription through the Site.      
    2. Subscription Fees. In consideration of Mimory’s provision of the Service, Subscriber will pay to Mimory all fees and other amounts applicable to its Subscription Plan. You must have a current and valid credit card, debit card, or other payment method acceptable to or as specified by Mimory (a “Payment Method“) in order to purchase any Subscription. By providing a Payment Method to Mimory, Subscriber is expressly authorizing Mimory to charge Subscriber all fees and other amounts applicable to its Subscription Plan at the applicable frequency and at the then-current rate. Mimory will bill all fees and other amounts applicable to Subscriber’s Subscription Plan to the Payment Method Subscriber provided at registration (or to a different Payment Method if Subscriber changes its Payment Method information in its User Account or provides us with a different Payment Method at check-out). Please note that prices and fees (including Subscription Plan fees) are subject to change at any time upon posting. ALL SUBSCRIPTION FEES AND OTHER CHARGES ARE FULLY EARNED UPON PAYMENT AND ARE NON-REFUNDABLE.
    3. Subscription Cancellation. Except where otherwise set forth at the point of purchase, any Subscription purchased by Subscriber shall automatically renew for additional subscription terms of the same length unless the Subscription is canceled by Subscriber or terminated by us before the date of such renewal. SUBSCRIBER MUST CANCEL ITS SUBSCRIPTION BEFORE IT RENEWS FOR A RENEWAL PERIOD IN ORDER TO AVOID BILLING FOR THE RENEWAL PERIOD TO SUBSCRIBER’S PAYMENT METHOD AT THE THEN-CURRENT PRICE. If you are a Subscriber and wish to cancel your Subscription, please submit a cancelation request to us via your User Account. You may cancel your Subscription at any time; however, any such cancellation will not become effective until the expiration of your then-current subscription term and you will continue to have access to the Service during any period for which you have already paid. MIMORY DOES NOT PROVIDE REFUNDS OR CREDITS FOR SUBSCRIPTIONS, INCLUDING FOR ANY PARTIALLY-USED SUBSCRIPTION TERMS.
    4. Taxes. The fees specified in these Terms or otherwise applicable to your use of the Service are exclusive of taxes, duties, levies, tariffs, and other governmental charges (including, without limitation, VAT) (collectively, “Taxes”). You are responsible for payment of all Taxes and any related interest and/or penalties resulting from any payments made hereunder, other than any taxes based on Mimory’s net income.
    5. Promotions. Mimory may offer from time to time promotions with respect to the Service that may affect pricing and that are governed by terms and conditions separate from these Terms. If there is a conflict between the terms for a promotion and these Terms, the promotion terms will govern. 
  1. PRIVACY. You acknowledge and agree that information collected by Mimory is subject to our Privacy Policy. By accessing or using the Service in any manner, you consent to all actions we take with respect to your information in compliance with our Privacy Policy.
  1. INTELLECTUAL PROPERTY
    1. Mimory Intellectual Property. As between you and Mimory, the Service (including, without limitation, the App and the Site) and all software and other technologies embodied in or used to provide the same, and all intellectual property rights therein or relating thereto, are and shall remain the exclusive property of Mimory. No rights are granted to you other than as expressly set forth herein.
    2. User Content. As between you and Mimory, but subject to those licenses granted under Section 12(c), you own all right, title and interest in and to your Submitted Content. 
    3. License to User Content. You hereby grant to Mimory an irrevocable, non-exclusive, transferable, royalty-free, fully-paid, worldwide right and license to host, use, copy, reproduce, disclose, transmit, archive, store, cache, reformat, translate, and distribute your Submitted Content solely for purposes of providing the Service and for such other purposes as may be expressly set forth herein. Additionally, where you have consented to Mimory’s retention and use of Opt-in Data in accordance with the terms of Section 6(c), you hereby grant to Mimory a perpetual, irrevocable, exclusive, transferable, royalty-free, fully-paid, worldwide right to host, use, analyze, create analysis using, copy, reproduce, disclose, transmit, archive, store, cache, reformat, translate, distribute, and otherwise utilize your Opt-in Data, solely on an anonymized and deidentified basis, within the scope of its regular business operations, including, without limitation, (i) developing, operating, and ensuring the integrity of data sets, algorithms or other analytical tools, (ii) testing, implementing, benchmarking, integrating, developing, optimizing or improving Mimory’s software and other products and services, and (iii) marketing, distributing, or otherwise making Mimory’s products and services available to its customers. You represent and warrant to Mimory that you have all rights necessary to grant the rights and licenses granted to Mimory under these Terms.
    4. Feedback. To the extent you provide Mimory with any suggestions, feature requests, evaluation results, feedback, or other input in relation to any aspect of the Service (collectively, “Feedback”), you hereby assign and agree to assign to Mimory all right, title and interest in and to such Feedback, including any intellectual property rights therein, and agree that Mimory will be free to use such Feedback in any manner, including by implementing such Feedback in the Service and/or Mimory’s other technologies, products and services, without compensation or other obligation to you.
    5. Usage Data. Mimory owns all statistical usage data derived from the operation of the Service, including performance results (“Usage Data”). Mimory may use the Usage Data to maintain, optimize and improve the Service, to develop, improve, or offer other Mimory products or services, or to otherwise operate Mimory’s business; provided, however, that if Mimory provides Usage Data to any third party in a manner other than as required for provision of the Service, such Usage Data shall be aggregated and de-identified such that neither Subscriber nor any of its Guests can be reasonably identified.
  1. THIRD PARTY APPLICATIONS. The Service may contain links, access, utilize, integrate with, or otherwise allow you to access third party websites, applications and/or services (collectively, “Third Party Services”) that are not owned or controlled by Mimory. When you access Third Party Services, you do so at your own risk. Mimory encourages you to be aware when you leave the Site and/or the Service or when you access or use any Third Party Service, and to read the terms and conditions and privacy policy of each Third Party Service (collectively, “Third Party Terms”) that you visit or from which you access any product or service. Mimory has no control over, and assumes no responsibility for, the services, content, accuracy, Third Party Terms, performance, practices, acts, or omissions of any Third Party Service. In addition, Mimory will not and cannot monitor, verify, censor, or edit the content, services, or performance of any Third Party Service. When you visit or use any Third Party Service, in any manner, you acknowledge that such Third Party Service is subject to the applicable Third Party Terms, and you release us from any liability arising from your use of such Third Party Service. You acknowledge that we are not responsible for such third parties or their products or services. Any such activities, and any Third Party Terms associated with such activities, are solely between you and the applicable third party.
  1. DISCLAIMER OF WARRANTIES. THE SERVICE IS PROVIDED TO YOU ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITHOUT WARRANTIES OF ANY KIND, AND MIMORY HEREBY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, QUALITY, TITLE, AND NON-INFRINGEMENT. NEITHER MIMORY NOR ANY PERSON ASSOCIATED WITH MIMORY MAKES ANY REPRESENTATION OR WARRANTY WITH RESPECT TO THE COMPLETENESS, SECURITY, RELIABILITY, QUALITY, ACCURACY, OR AVAILABILITY OF THE SERVICE. WITHOUT LIMITING THE FOREGOING, NEITHER MIMORY NOR ANYONE ASSOCIATED WITH MIMORY REPRESENTS OR WARRANTS THAT THE SERVICE OR ANY RESULTS GENERATED THEREFROM WILL BE ACCURATE, RELIABLE, ERROR-FREE, OR UNINTERRUPTED, THAT DEFECTS WILL BE CORRECTED, THAT THE SERVICE OR THE SERVERS THAT MAKE IT AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS, OR THAT THE SERVICE WILL OTHERWISE MEET YOUR NEEDS OR EXPECTATIONS. AS BETWEEN YOU AND MIMORY, YOU ASSUME ALL RISK IN CONNECTION WITH YOUR USE OF AND RELIANCE ON THE SERVICE AND ALL RESULTS GENERATED THROUGH USE OF THE SAME.
  1. INDEMNITY. You agree to indemnify, defend, and hold Mimory and its officers, directors, employees, agents, licensors, and service providers harmless from and against any claims, liabilities, losses, damages, judgments, awards, costs, and expenses (including reasonable attorneys’ fees) arising out of or relating to (a) your violation of these Terms, including, but not limited to, any access to or use of the Service in any manner not expressly authorized hereunder; (b) any claim that the Submitted Content infringes, misappropriates, or otherwise violates the intellectual property rights or rights of privacy or publicity of any third party; and (c) your breach of any applicable law, rule, or regulation or your violation of the rights of any third party. We reserve the right, at our own expense, to assume the exclusive defense and control of any action subject to indemnification by you, and in such event you agree to cooperate with us in defending such action.
  1. LIMITATION OF LIABILITY. TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT WILL MIMORY OR ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, LICENSORS, OR SERVICE PROVIDERS BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, PUNITIVE, OR EXEMPLARY DAMAGES ARISING FROM OR RELATED TO YOUR ACCESS TO, USE OF, OR INABILITY TO ACCESS OR USE THE SERVICE, INCLUDING, BUT NOT LIMITED TO, LOSS OF REVENUE, LOSS OF PROFITS, LOSS OF BUSINESS, LOSS OF USE, LOSS OF DATA, DAMAGE TO OR LOSS OF PROPERTY, OR PERSONAL INJURY OR DEATH, WHETHER CAUSED BY TORT (INCLUDING NEGLIGENCE), BREACH OF CONTRACT, OR OTHERWISE, EVEN IF FORESEEABLE. IF, NOTWITHSTANDING THE PROVISIONS OF THIS SECTION, MIMORY IS FOUND LIABLE FOR ANY LOSS OR DAMAGE UNDER ANY LEGAL THEORY RELATING IN ANY WAY TO THE SUBJECT MATTER OF THESE TERMS, IN NO EVENT WILL MIMORY’S AGGREGATE LIABILITY TO YOU OR ANY THIRD PARTY EXCEED THE TOTAL AMOUNT OF FEES, IF ANY, PAID BY YOU TO MIMORY IN THE SIX (6) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT FIRST GIVING RISE TO THE CLAIM. If you are not satisfied with the Service, your sole and exclusive remedy is to cease all access to and use of the Service.

Some jurisdictions do not allow the limitation of liability for incidental or consequential damages or other damages or liability, so the foregoing limitations may not apply to you. To the extent that in a particular circumstance any limitation on damages or liability set forth in this Section is prohibited by applicable law, then, instead of the provisions hereof in such particular circumstance, Mimory shall be entitled to the maximum limitations on damages and liability available at law and equity in that particular circumstance.

You and Mimory understand and agree that the disclaimers, exclusions, and limitations in this Section 16 and in Section 14 are essential elements of these Terms and that they represent a reasonable allocation of risk. In particular, you understand that Mimory would be unable to make the Service available to you except on these terms and agree that these Terms will survive and apply even if any limited remedy specified in these Terms is found to have failed of its essential purpose.

  1. SERVICE SUPPORT. If you encounter technical problems when using the Service, please contact us at service@mimory.io.
  1. OPERATION FROM THE UNITED STATES. The Service is hosted by servers located in the United States. The Service is intended for use only within the United States, and using the Service may be prohibited or restricted in certain other countries.  If you access or use any component of the Service from outside of the United States, you are responsible for complying with the laws and regulations of the applicable territory. Without limiting the foregoing, if you attempt to use the App, the Site, or the Service, generally, from a physical location in the European Union, United Kingdom, Asia, or any other region with laws or regulations governing personal data collection, use, and disclosure that differ from United States laws, please be advised that through your continued use of the App, the Site, or the Service, which is governed by U.S. law and these Terms (including the Mimory Privacy Policy): (i) you are transferring your personal information to the United States; and (ii) you hereby consent to such transfer, to the application of the laws of the United States and the State of Delaware with respect to any dispute arising from or related to the Privacy Policy and your use of the Service, and, except as otherwise set forth in Section 19 below, to the exclusive jurisdiction of the courts of the United States and the State of New Hampshire.
  1. DISPUTE RESOLUTION.

Please read this Section carefully.  It impacts the rights that you may otherwise have.  It provides for resolution of most disputes through individual arbitration instead of trial courts and class actions.  This “Dispute Resolution” section survives any expiration or earlier termination of these Terms.

Informal Dispute Resolution. As a condition precedent which must be satisfied prior to initiating any arbitration or other action against the other party, both you and Mimory agree to the following dispute resolution procedure: In the event of any controversy, claim, action or dispute arising out of or related to the Site or the Service, or the breach, enforcement, interpretation, or validity of these Terms (“Claim“), the party asserting the Claim must first try in good faith to settle such Claim by providing written notice, by first class or registered mail, to the other party describing the facts and circumstances (including any supporting documentation) of the Claim. The party asserting the Claim must allow the receiving party 30 days in which to respond to or settle the Claim.  

For purposes of this Section, notices must be sent as follows:

  • If to Mimory: to Mimory, Inc., Attn: Legal/Compliance, 15 Mallego Rd #226, Barrington, NH 03825, with a copy emailed to legal@mimory.io.
  • If to you: to any address listed in or associated with your User Account or that you otherwise submit to us through your use of the Service.

Arbitration. To the extent you cannot resolve any Claim through the informal dispute resolution procedure set forth above, and except as otherwise set forth herein, a Claim must be resolved through binding individual arbitration. You agree to give up your right to go to court to assert or defend your rights under these Terms and with respect to any Claim. You and Mimory each expressly delegate to the arbitrator the authority to determine the arbitrability of any Claim, including the scope, applicability, validity, and enforceability of this arbitration provision.

To begin an arbitration proceeding, you must send a written request to Mimory at: Mimory, Inc., Attn: Legal/Compliance, 15 Mallego Rd #226, Barrington, NH 03825, with a copy emailed to legal@mimory.io. You agree that the arbitration will be conducted by the American Arbitration Association (“AAA”) pursuant to its Consumer Arbitration Rules (“AAA Rules”), as modified by this Arbitration Agreement. The AAA Rules are available on the AAA’s website www.adr.org, or by calling the AAA at (800) 778-7879. In accordance with the AAA Rules, you must also send a copy of your written demand for arbitration to AAA when submitting your request to Mimory. In the event that the AAA is unable or unwilling to initiate arbitration within fourteen (14) days of receiving a demand for arbitration, arbitration may be conducted by JAMS, Inc. (in accordance with its Streamlined Arbitration Rules & Procedures) or by any other mutually agreeable arbitration administration service. You and Mimory each agree that these Terms evidence a transaction in interstate commerce and that this arbitration provision will be interpreted and enforced in accordance with the U.S. Federal Arbitration Act and federal arbitration law and will not be governed by state law. You may choose to have the arbitration conducted by telephone, based on written submissions, or in person in the county where you live or at another mutually agreed location. The arbitration will be conducted in the English language. An arbitrator may award on an individual basis any relief that would be available in a court, including injunctive or declaratory relief to the extent required to satisfy your individual claim, and must follow and enforce these Terms as a court would. Any arbitration shall be confidential, and neither you nor Mimory may disclose the existence, content or results of any arbitration, except as may be required by law or for purposes of enforcement of the arbitration award. Judgment on any arbitration award may be entered in any court having proper jurisdiction.

In lieu of arbitration, and notwithstanding anything in this section to the contrary, either you or Mimory may bring any individual claim in small claims court consistent with the jurisdictional and dollar limits that may apply, but only if it is brought and maintained as an individual claim.  Additionally, and notwithstanding anything herein to the contrary, nothing in this section shall prohibit you or Mimory from seeking temporary injunctive relief in a court of competent jurisdiction to prevent an imminent or stop an actual breach of these Terms.

Class Action and Jury Waiver. You and Mimory each agree that any proceeding, whether in arbitration or in court, will be conducted only on an individual basis and not in a class, consolidated or representative action. If a court or arbitrator determines in an action between you and Mimory that this class action waiver is unenforceable, the arbitration agreement set forth above will be void as to you. If for any reason a Claim proceeds in court rather than through arbitration, you and we each waive any right to a jury trial.

  1. ELECTRONIC COMMUNICATION. You hereby consent and agree that Mimory may communicate with you by phone or electronically via in-app messages, texts, e-mails, push notifications or any other suitable form of electronic communication (“Messages”). You consent to receiving Messages related to the Service and Mimory, including, if you are a Guest, as may be needed to facilitate your access to and use of the Service. Without limiting the foregoing, Messages may also concern or contain information regarding your User Account, technical support, and/or new and existing features of the Service. You agree that Mimory may: (i) contact you at any time regarding the Service, and (ii) employ and use automated means and/or third-party messaging services to send Messages or contact you regarding the Service. You may revoke your consent to receiving Messages at any time by following the opt-out instructions contained in the applicable Message. Please note that you are responsible for keeping your contact information provided to Mimory up-to-date, including in your User Account (if applicable). 
  1. MISCELLANEOUS
    1. Service Availability.  You agree and acknowledge that the Service, or any component thereof, may be temporarily unavailable due to maintenance or other development activities. Mimory will use commercially reasonable efforts to provide Subscriber with advance notice of any such unavailability, but shall not have any liability to you or any third party for any planned or unplanned unavailability or downtime.
    2. Assignment. You may not assign or transfer these Terms or any of your rights or obligations hereunder to any other person without Mimory’s prior written consent. Any purported assignment in violation of this paragraph is void and of no effect. These Terms are freely assignable by Mimory. These Terms shall be binding on the parties and their permitted successors and assigns. Except as otherwise set forth herein, a person who is not a party to these Terms has no right to benefit under or to enforce any term of these Terms.
    3. Force Majeure. We will not be liable for any delay or failure in the performance of our obligations under these Terms if the delay or failure is due to any cause outside of our reasonable control.
    4. Governing Law and Venue. These Terms and any dispute or claim arising out of or related to these Terms, their subject matter, or their formation (in each case, including non-contractual disputes or claims) shall be governed by and construed in accordance with the laws of the State of Delaware, other than such laws and case law that would result in the application of the laws of a jurisdiction other than the State of Delaware. The United Nations Convention on Contracts for the International Sale of Goods shall have no applicability. Any dispute between the parties that is not subject to arbitration or cannot be heard in small claims court will be resolved in the state or federal courts located in the State of New Hampshire.
    5. Notices. Except as otherwise set forth herein, any notice given under these Terms by any party to another party must be in writing and sent by email, and will be deemed to have been given upon transmission. Notices to Mimory must be sent to legal@mimory.io.  Notices to you will be sent to any email address associated with your User Account or that you otherwise submit to us through your use of the Service. For contractual purposes, you consent to receive communications from us in electronic form, and you agree that all terms and conditions, agreements, notices, disclosures, and other communications that we provide to you electronically satisfy any legal requirement that such communications be in writing.
    6. California Residents. If you are a California resident, you may report a complaint to the Complaint Assistance Unit of the Division of Consumer Services at the California Department of Consumer Affairs by telephone at (800) 952-5210 or by mail at 400 R Street, Sacramento, CA 95814, United States.
    7. Severability and Waiver. If any part or provision of these Terms is held by a court of competent jurisdiction to be invalid, unenforceable, or in conflict with the law, that part or provision shall be replaced with a provision which, as far as possible, accomplishes the original purpose of that part or provision, and the remainder of these Terms will continue in full force and effect. Our failure to exercise or enforce any right or provision of these Terms will not constitute a waiver of such right or provision. If we waive any breach of these Terms, such waiver will not constitute a waiver of any other breach. No waiver will be effective unless made in writing.
    8. Entire Agreement. These Terms, together with the Privacy Policy, constitute the sole and entire agreement between you and Mimory with respect to the subject matter hereof, and supersede and extinguish all prior agreements, representations (whether oral or written), and understandings regarding such subject matter. The provisions of the following Sections of these Terms will survive any termination of this Agreement: Section 2 (with respect to the final sentence only); Section 5 (with respect to the final sentence only); Sections 6 through 7; Section 8 (with respect to the final sentence only); Section 9; Section 10(b)-(d); Sections 11 through 16; and Sections 18 through 21.

For more information or other questions, please contact us at:

Mimory, Inc.

15 Mallego Rd #226

Barrington, NH 03825